1998 Form 1O-K
Securities and Exchange Commission
Washington, D.C. 20549
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
For the Fiscal Year Ended December 31, 1998
Commission file number 1-8918
SunTrust Banks, Inc.
Incorporated in the State of Georgia
I.R.S. Employer Identification Number 58-1575035
Address: 303 Peachtree Street, N.E., Atlanta, GA 30308
Telephone: (404) 588-7711
Securities Registered Pursuant to Section 12(b) of the Act: Common Stock-$1.00
par value, which is registered on the New York Stock Exchange.
As of January 31, 1999, SunTrust had 321,308,911 shares of common stock
outstanding. The aggregate market value of SunTrust common stock held by
non-affiliates on January 31, 1999 was approximately $20.4 billion.
SunTrust (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports)
and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [x]
Documents Incorporated By Reference
Part III information is incorporated herein by reference, pursuant to
Instruction G of Form 10-K, from SunTrust's Proxy Statement for its 1999 Annual
Shareholders' Meeting, which will be filed with the Commission by April 30,
1999. Certain Part I and Part II information required by Form 10-K is
incorporated by reference from the SunTrust Annual Report to Shareholders as
indicated below. Except for parts of the SunTrust Annual Report to Shareholders
expressly incorporated herein by reference, this Annual Report is not to be
deemed filed with the Securities and Exchange Commission.
Part I Page
Item 1 Business 2-4, 12-42
Item 2 Properties 42
Item 3 Legal Proceedings 42
Item 4 Submission of Matters to a
Vote of Security Holders 42
Part II
Item 5 Market for the Registrant's
Common Equity and Related
Stockholder Matters Inside front cover,
12, 31, inside back cover
Item 6 Selected Financial Data 12
Item 7 Management's Discussion and Analysis of
Financial Condition and Results of
Operations 2-4, 12-42
Item 7a Quantitative and Qualitative Disclosures
about Market Risk 28-30
Item 8 Financial Statements and Supplementary
Data 31-36, 43-73
Part III
Item 9 Not Applicable
Item 10 Directors and Executive
Officers of the Registrant Proxy Statement
Item 11 Executive Compensation Proxy Statement
Item 12 Security Ownership of Certain
Beneficial Owners and Management Proxy Statement
Item 13 Certain Relationships and
Related Transactions Proxy Statement
Part IV
Item 14 Exhibits, Financial Statement
Schedules and Reports on Form 8-K 75
Certain statistical data required by the Securities and Exchange Commission are
included on pages 12-36.
74/SunTrust Banks, Inc.
<PAGE>
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
3. Exhibit Index
<TABLE>
<CAPTION>
Sequential
Exhibit Description Page Number
<S> <C>
3.1 Amended and Restated Articles of Incorporation
of SunTrust Banks, Inc. ("SunTrust") effective
as of November 14, 1989, and amendment effective
as of April 24, 1998 (filed herewith). __
3.2 Bylaws of SunTrust, amended effective as of
February 9, 1999 (filed herewith). __
4.1 Indenture Agreement between SunTrust and Morgan
Guaranty Trust Company of New York, as Trustee,
incorporated by reference to Exhibit 4(a) to
Registration Statement No. 33-00084. *
4.2 Indenture between SunTrust and PNC, N.A., as
Trustee, incorporated by reference to Exhibit
4(a) to Registration Statement No. 33-62162. *
4.3 Indenture between SunTrust and The First
National Bank of Chicago, as Trustee,
incorporated by reference to Exhibit 4(b) to
Registration Statement No. 33-62162. *
4.4 Form of Indenture to be used in connection with
the issuance of Subordinated Debt Securities,
incorporated by reference to Exhibit 4.4 to
Registration Statement No. 333-25381. *
4.5 Form of Supplemental Indenture to be used in
connection with the issuance of Subordinated
Debt Securities, incorporated by reference to
Exhibit 4.5 to Registration Statement No. 333-25381. *
4.6 Form of Subordinated Debt Security, incorporated
by reference to Exhibit 4.7 to Registration
Statement No. 333-25381. *
4.7 Form of Preferred Securities Guarantee,
incorporated by reference to Exhibit 4.8 to
Registration Statement No. 333-25381. *
4.8 Form of Common Securities Guarantee,
incorporated by reference to Exhibit 4.7 to
Registration Statement No. 333-25381. *
4.9 Form of Indenture to be used in connection with
the issuance of Subordinated Debt Securities,
incorporated by reference to Exhibit 4.4 to
Registration Statement No. 333-46123. *
4.10 Form of Floating Rate Subordinated Debt
Security, incorporated by reference to Exhibit
4.6.1 to Registration Statement No. 333-46123. *
4.11 Form of Fixed Rate Subordinated Debt Security,
incorporated by reference to Exhibit 4.6.2 to
Registration Statement No. 333-46123. *
4.12 Form of Common Securities Guarantee,
incorporated by reference to Exhibit 4.7 to
Registration Statement No. 333-46123. *
4.13 Form of Preferred Securities Guarantee,
incorporated by reference to Exhibit 4.8 to
Registration Statement No. 333-46123. *
4.14 Form of Supplemental Indenture to be used in
connection with the issuance by SunTrust of
Floating Rate Subordinated Debt Securities,
incorporated by reference to Exhibit 4.9.1 to
Registration Statement No. 333-46123. *
4.15 Form of Supplemental Indenture to be used in
connection with the issuance by SunTrust of
Fixed Rate Subordinated Debt Securities,
incorporated by reference to Exhibit 4.9.2 to
Registration Statement No. 333-46123. *
Material Contracts and Executive Compensation Plans and Arrangements
10.1 Amended and Restated Agreement and Plan of
Merger among SunTrust Banks, Inc., Crestar
Financial Corporation and SMR Corporation (Va.),
dated as of July 20, 1998, incorporated by
reference to Annex A to Registration Statement
No. 333-61539. *
10.2 Certificate of Trust of SunTrust Capital I,
incorporated by reference to Exhibit 4.1 to
Registration Statement No. 333-25381. *
10.3 Declaration of Trust of SunTrust Capital I,
incorporated by reference to Exhibit 4.2 to
Registration Statement No. 333-25381. *
10.4 Form of Amended and Restated Declaration of
Trust to be used in connection with the issuance
of Preferred Securities, incorporated by
reference to Exhibit 4.3 to Registration
Statement No. 333-25381. *
10.5 Certificate of Trust of SunTrust Capital III,
incorporated by reference to Exhibit 4.1 to
Registration Statement No. 333-46123. *
10.6 Declaration of Trust of SunTrust Capital III,
incorporated by reference to Exhibit 4.2 to
Registration Statement No. 333-46123. *
10.7 Form of Amended and Restated Declaration of
Trust to be used in connection with the issuance
of Floating Rate Preferred Securities,
incorporated by reference to Exhibit 4.3.1 to
Registration Statement No. 333-46123. *
10.8 Form of Amended and Restated Declaration of
Trust to be used in connection with the issuance
of Fixed Rate Preferred Securities, incorporated
by reference to Exhibit 4.3.2 to Registration
Statement No. 333-46123. *
10.9 SunTrust Banks, Inc. Supplemental Executive
Retirement Plan effective as of August 13, 1996,
and amendment effective as of November 10, 1998
(filed herewith). ___
10.10 SunTrust Banks, Inc. ERISA Excess Retirement
Plan, effective as of August 13, 1996, and
amendment effective as of November 10, 1998
(filed herewith). ___
10.11 SunTrust Banks, Inc. Performance Unit Plan,
amended and restated as of August 11, 1998
(filed herewith). ___
10.12 SunTrust Banks, Inc. Management Incentive Plan,
dated January 4, 1995, incorporated by reference
to Exhibit 10.4 to Registrant's 1994 Annual
Report on Form 10-K. *
10.13 SunTrust Banks, Inc. Management Incentive Plan
Deferred Compensation Fund, effective January 1,
1986, as amended effective November 12, 1996 and
August 11, 1998 (filed herewith). ___
10.14 SunTrust Banks, Inc. Performance Unit Plan
Deferred Compensation Fund, amended and restated
as of February 19, 1996, incorporated by
reference to Exhibit 5 to Registrant's 1996
Annual Report on Form 10-K. *
10.15 Amendments to the SunTrust Banks, Inc.
Performance Unit Plan Deferred Compensation
Fund, effective as of November 12, 1996 and
August 11, 1998 (filed herewith). ___
10.16 SunTrust Banks, Inc. Executive Stock Plan (filed
herewith). ___
10.17 Amendment to SunTrust Banks, Inc. Executive
Stock Plan, effective February 10, 1998,
incorporated by reference to Exhibit 10.8 to
Registrant's 1997 Annual Report on Form 10-K. *
10.18 SunTrust Banks, Inc. Performance Stock
Agreement, effective February 11, 1992, and
First Amendment to Performance Stock Agreement
effective February 10, 1998, incorporated by
reference to Exhibit 10.9 to Registrant's 1997
Annual Report on Form 10-K. *
10.19 SunTrust Banks, Inc. 1995 Executive Stock Plan,
incorporated by reference to Exhibit 10.7 to
Registrant's 1994 Annual Report on Form 10-K. *
10.20 Amendment to the SunTrust Banks, Inc. 1995
Executive Stock Plan, effective as of August 11,
1998 (filed herewith). ___
10.21 SunTrust Banks, Inc. Directors Deferred
Compensation Plan effective as of January 1,
1994 (filed herewith). ___
10.22 Management Incentive Compensation Plan of
Crestar Financial Corporation, amended and
restated effective January 1, 1998 (filed
herewith). ___
10.23 Crestar Financial Corporation Executive Life
Insurance Plan, as amended and restated
effective January 1, 1991, and amendments
effective December 18, 1992, March 30, 1998 and
December 30, 1998 (filed herewith). ___
10.24 1981 Stock Option Plan of Crestar Financial
Corporation and Affiliated Corporations, as
amended through January 24, 1997 (filed
herewith). ___
10.25 Severance Agreement between Crestar Financial
Corporation and Richard G. Tilghman, effective
as of December 19, 1997 (filed herewith). ___
10.26 Employment Agreement between SunTrust and
Richard G. Tilghman, effective as of December
31, 1998 (filed herewith). ___
10.27 Crestar Financial Corporation Executive
Severance Plan, as amended and restated
effective February 23, 1996, incorporated by
reference to Exhibit 10(l) to Crestar Financial
Corporation's 1995 Annual Report on Form 10-K. *
10.28 Amendment to Crestar Financial Corporation
Executive Severance Plan, effective as of
December 31, 1998 (filed herewith). ___
10.29 Crestar Financial Corporation Excess Benefit Plan,
amended and restated effective December 26, 1990 and
amendments thereto (effective December 18, 1992,
March 30, 1998 and December 30, 1998) (filed
herewith). ___
10.30 United Virginia Bankshares Incorporated Deferred
Compensation Program under Incentive
Compensation Plan of United Virginia Bankshares
Incorporated and Affiliated Corporations, amended and
restated through December 7, 1983 (filed
herewith). ___
10.31 Amendment (effective January 1, 1987) to United
Virginia Bankshares Incorporated Deferred
Compensation Program Under Incentive
Compensation Plan of United Virginia Bankshares
Incorporated and Affiliated Corporations,
Incorporated by reference to Exhibit 10(p) to
Crestar Financial Corporation's 1995 Annual
Report on Form 10-K. *
10.32 Amendments (effective January 1, 1987 and
January 1, 1988) to United Virginia Bankshares
Incorporated Deferred Compensation Program Under
Incentive Compensation Plan of United Virginia
Bankshares Incorporated and Affiliated
Corporations, incorporated by reference to
Exhibit 10(q) to Crestar Financial Corporation's
1995 Annual Report on Form 10-K. *
10.33 Amendment (effective January 1, 1994) to Crestar
Financial Corporation Deferred Compensation
Program Under Incentive Compensation Plan of
Crestar Financial Corporation and Affiliated
Corporations, incorporated by reference to
Exhibit 10(r) to Crestar Financial Corporation's
1995 Annual Report on Form 10-K. *
10.34 Amendment (effective September 21, 1995) to
Crestar Financial Corporation Deferred
Compensation Program Under Incentive
Compensation Plan of Crestar Financial
Corporation and Affiliated Corporations (filed
herewith). ___
10.35 Crestar Financial Corporation Deferred
Compensation Plan for Outside Directors of
Crestar Financial Corporation and Crestar Bank,
amended and restated through December 13, 1998 and
amendments thereto (effective January 1,
1985, April 24, 1991, December 31, 1993 and
October 23, 1998) (filed herewith). ___
10.36 Crestar Financial Corporation Additional Nonqualified
Executive Plan, amended and restated effective December
26, 1990 and amendments thereto (effective December 18,
1992, March 30, 1998, and December 30, 1998) (filed
herewith). ___
10.37 Crestar Financial Corporation 1993 Stock
Incentive Plan, as amended and restated
effective February 28, 1997, incorporated by
reference to Exhibit 10(af) to Crestar Financial
Corporation's 1997 Annual Report on Form 10-K. *
10.38 Amendments (effective December 19, 1997) to
Crestar Financial Corporation 1993 Stock
Incentive Plan (filed herewith). ___
10.39 Crestar Financial Corporation Supplemental
Executive Retirement Plan, effective January 1,
1995, incorporated by reference to Exhibit
10(al) to Crestar Financial Corporation's 1995
Annual Report on Form 10-K. *
10.40 Amendments (effective December 20, 1996) to the
Crestar Financial Corporation Supplemental
Executive Retirement Plan, incorporated by
reference to Exhibit 10(aj) to Crestar Financial
Corporation's 1997 Annual Report on Form 10-K. *
10.41 Amendments (effective December 17, 1997) to
Crestar Financial Corporation Supplemental
Executive Retirement Plan, incorporated by
reference to Exhibit 10(al) to Crestar Financial
Corporation's 1997 Annual Report on Form 10-K. *
10.42 Amendments (effective December 19, 1997 and December
29, 1998) to the Crestar Financial Corporation
Supplemental Executive Retirement Plan (filed
herewith). ___
10.43 Crestar Financial Corporation Directors' Stock
Compensation Plan (filed herewith). ___
10.44 Crestar Financial Corporation Directors' Equity
Program, effective January 1, 1996, incorporated
by reference to Exhibit 10(ao) to Crestar
Financial Corporation's 1996 Annual Report on
Form 10-K. *
10.45 Amendment (effective December 20, 1996) to
Crestar Financial Corporation Directors' Equity
Program, incorporated by reference to Exhibit
10(ap) to Crestar Financial Corporation's 1996
Annual Report on Form 10-K. *
10.46 Amendment (effective September 26, 1997) to
Crestar Financial Corporation Directors' Equity
Program, incorporated by reference to Exhibit
10(ao) to Crestar Financial Corporation's 1997
Annual Report on Form 10-K. *
10.47 Amendments (effective October 23, 1998) to
Crestar Financial Corporation Directors' Equity
Program (filed herewith). ___
11.1 Statement re computation of per share earnings
(filed herewith). ___
12.1 Ratio of Earnings to Fixed Charges (filed
herewith). ___
13.1 SunTrust's 1998 Annual Report to Shareholders
(filed herewith). ___
21.1 SunTrust Subsidiaries (filed herewith). ___
22.1 SunTrust's Proxy Statement relating to the 1999 Annual
Meeting of Shareholders, dated March 8,
1999, filed on March 17, 1999. *
23.1 Consent of Independent Public Accountants (filed
herewith). ___
</TABLE>
Certain instruments defining rights of holders of long-term debt of
SunTrust and its subsidiaries are not filed herewith pursuant to Item
601(b)(4)(iii) of Regulation S-K. At the Commission's request, SunTrust agrees
to give the Commission a copy of any instrument with respect to long-term debt
of SunTrust and its consolidated subsidiaries and any of its unconsolidated
subsidiaries for which financial statements are required to be filed under which
the total amount of debt securities authorized does not exceed ten percent of
the total assets of SunTrust and its subsidiaries on a consolidated basis.
* Incorporated by reference.
___ Not meaningful.
Certain statistical data required by the Securities and Exchange Commission are
included on pages AR 13 thru AR 36.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf on February 9, 1999 by the undersigned, thereunto duly authorized.
SunTrust Banks, Inc.
(Registrant)
By: /s/ L. Phillip Humann
---------------------------------------------
L. Phillip Humann
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed on February 9, 1999 by the following persons on behalf of
the Registrant and in the capacities indicated.
By: /s/ L. Phillip Humann
---------------------------------------------
L. Phillip Humann
Chairman of the Board, President
and Chief Executive Officer
By: /s/ John W. Spiegel
--------------------------------------------
John W. Spiegel
Executive Vice President and
Chief Financial Officer
By: /s/ William P. O'Halloran
---------------------------------------------
William P. O'Halloran
Senior Vice President and
Controller (Chief Accounting
Officer)
<PAGE>
/s/ J. Hyatt Brown Director
- ------------------------------------
J. Hyatt Brown
/s/ Alston D. Correll Director
- ------------------------------------
Alston D. Correll
/s/ A. W. Dahlberg Director
- ------------------------------------
A. W. Dahlberg
/s/ David H. Hughes Director
- ------------------------------------
David H. Hughes
/s/ M. Douglas Ivester Director
- ------------------------------------
M. Douglas Ivester
Director
- ------------------------------------
Summerfield K. Johnston, Jr.
/s/ Joseph L. Lanier, Jr. Director
- ------------------------------------
Joseph L. Lanier, Jr.
Director
- ------------------------------------
Frank E. McCarthy
/s/ G. Gilmer Minor, III Director
- ------------------------------------
G. Gilmer Minor, III
/s/ Larry L. Prince Director
- ------------------------------------
Larry L. Prince
/s/ Scott L. Probasco, Jr. Director
- ------------------------------------
Scott L. Probasco, Jr.
/s/ R. Randall Rollins Director
- ------------------------------------
R. Randall Rollins
/s/ Frank S. Royal, M.D. Director
- ------------------------------------
Frank S. Royal, M.D.
/s/ Richard G. Tilghman Director
- ------------------------------------
Richard G. Tilghman
/s/ James B. Williams Director
- ------------------------------------
James B. Williams
EXHIBIT 3.1
ARTICLES OF AMENDMENT
OF
SUNTRUST BANKS, INC.
1.
The name of the Corporation is SunTrust Banks, Inc. (the
"Corporation").
2.
On February 10, 1998 the Board of Directors of the Corporation approved
an amendment to Article 5(a) of the Restated Articles of Incorporation of the
Corporation as follows:
"5(a). The aggregate number of common shares (referred to in
these Articles of Incorporation as "Common Stock")
which the Corporation shall have the authority to
issue is 500,000,000 shares with a par value of $1.00
per share. Each holder of Common Stock shall be
entitled to one vote for each share of such stock
held."
3.
The amendment was duly approved by the shareholders of the Corporation
on April 21, 1998 in accordance with the provisions of O.C.G.A. ss.14-2-1003.
IN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment to be executed by its duly authorized officer and its corporate seal
to be affixed hereto, as of the 21st day of April, 1998.
SUNTRUST BANKS, INC.
By: /s/ Raymond D. Fortin
-------------------------
Raymond D. Fortin
Title: Senior Vice President
[SEAL]
<PAGE>
ARTICLES OF RESTATEMENT OF THE
ARTICLES OF INCORPORATION OF
SUNTRUST BANKS, INC.
Pursuant to the Georgia Business Corporation Code, SunTrust Banks,
Inc., a Georgia corporation (the "Corporation"), submits these Articles of
Restatement and Restated Articles of Incorporation and shows as follows:
1.
The Corporation hereby certifies that, by resolution adopted on
November 14, 1989, the Board of Directors did adopt these Articles of
Restatement and Restated Articles of Incorporation of the Corporation, as set
forth in paragraph 2 below. Shareholder approval of amendments to the Articles
of Incorporation contained in the Articles of Restatement was not required.
2.
The Articles of Incorporation of the Corporation shall be amended by
the deletion in their entirety of Articles 10 and 16, by the redesignation of
(i) existing Article 18 as Article 10 and (ii) existing Article 17 as Article
16, by the addition of new Article 5(c), and by restating all other provisions
of the Articles of Incorporation, as heretofore amended, now in effect and not
being amended by foregoing amendments, and substituting therefor in all respects
the Restated Articles of Incorporation as follows:
RESTATED ARTICLES OF INCORPORATION
1.
The name of the Corporation is SunTrust Banks, Inc.
2.
The Corporation is organized pursuant to the provisions of the Georgia
Business Corporation Code.
3.
The Corporation shall have perpetual duration.
4.
The purpose for which the Corporation is organized is to conduct any
businesses and to engage in any activities not specifically prohibited to
corporations for profit under the laws of the State of Georgia.
<PAGE>
5.
(a). The aggregate number of common shares (referred to in these
Articles of Incorporation as "Common Stock") which the Corporation shall have
the authority to issue is 350,000,000 with a par value of $1.00 per share. Each
holder of Common Stock shall be entitled to one vote for each share of such
stock held.
(b). The aggregate number of preferred shares (referred to in these
Articles of Incorporation as "Preferred Stock") which the Corporation shall have
authority to issue is 50,000,000 with no par value per share. The terms,
preferences, limitations and relative rights of the Preferred Stock are as
follows:
So long as any of the shares of the Preferred Stock are outstanding, no
dividends (other than (i) dividends on Common Stock payable in Common Stock,
(ii) dividends payable in stock junior to the Preferred Stock both as to
dividends and upon liquidation, and (iii) cash in lieu of fractional shares in
connections with any such dividend) shall be paid or declared, in cash or
otherwise, nor shall any other distribution be made, on the Common Stock or on
any other stock junior to the Preferred Stock as to dividends, unless (a) there
shall be no arrearages in dividends on the Preferred Stock for any past dividend
period and the full dividends for the current quarterly dividend period shall be
paid or declared and funds set aside therefor, and (b) the Corporation shall not
be in default on its obligation to redeem any of the shares of the Preferred
Stock called for redemption. Subject to the foregoing provisions, such dividends
as may be determined by the Board of Directors of the Corporation may be
declared and paid from time to time on any stock or shares of the Corporation
other than the Preferred Stock without any right of participation therein by the
holders of shares of the Preferred Stock. Dividends on the Preferred Stock shall
be cumulative. No interest shall be payable in respect of any dividend payment
which may be in arrears. If at any time the Corporation shall fail to pay full
cumulative dividends on any shares of the Preferred Stock, thereafter until such
dividends shall have been paid or declared and set apart for payment, the
Corporation shall not purchase, redeem or otherwise acquire for consideration
any shares of any class of stock then outstanding and ranking on a parity with
or junior to the Preferred Stock.
If there are any arrearages in dividends for any past dividend period
on any series of the Preferred Stock or any other class or series of preferred
stock ranking on a parity with the Preferred Stock as to dividends, or if the
full dividend for the current quarterly dividend period shall not have been paid
or declared and funds set aside therefor on all series of the Preferred Stock
and all other classes and series of preferred stock ranking on a parity with the
Preferred Stock as to dividends (to the extent that dividends on such other
class or series of preferred stock are cumulative), any dividends paid or
declared on the Preferred Stock or on any other class or series of preferred
stock ranking on a parity with the Preferred Stock as to dividends shall be
shared first ratably by the holders of the Preferred Stock and the holders of
all such other classes and series of preferred stock ranking on a parity with
the Preferred Stock as to dividends in proportion to such respective arrearages
and unpaid and undeclared current cumulative dividends, and thereafter by the
holders of shares of noncumulative classes and series of preferred stock ranking
on a parity with the Preferred Stock as to dividends.
2
<PAGE>
In the event of any voluntary or involuntary dissolution, liquidation
or winding up of the affairs of the Corporation, after payment or provision for
payment of debts and other liabilities of the Corporation and before any
distribution to the holders of shares of Common Stock or any stock junior to the
Preferred Stock as to the distribution of assets upon liquidation, the holders
of each series of the Preferred Stock shall be entitled to receive out of the
net assets of the Corporation an amount in cash for each share equal to the
amount fixed and determined by the Board of Directors in the resolution
providing for the issuance of the particular series of the Preferred Stock, plus
an amount equal to all dividends accrued and unpaid on each such share of the
Preferred Stock up to the date fixed for distribution, and no more. If the
assets of the Corporation are insufficient to permit the payment of the full
preferential amounts payable in such event to the holders of the Preferred Stock
and any class or series of preferred stock ranking on a parity with the
Preferred Stock as to the distribution of assets upon liquidation, then the
assets available for distribution to holders of shares of the Preferred Stock
and such other classes and series of preferred stock ranking on a parity with
the Preferred Stock as to the distribution of assets upon liquidation shall be
distributed ratably to the holders of shares of each series of the Preferred
Stock and such classes and series of preferred stock in proportion to the full
preferential amounts payable on their respective shares upon liquidation.
Neither the sale, conveyance, exchange or transfer of all or substantially all
the property and assets of the Corporation, the consolidation or merger of the
Corporation with or into any other corporation, nor the merger or consolidation
of any other corporation into or with the Corporation shall be deemed to be a
liquidation, dissolution or winding up of the Corporation.
The Board of Directors is expressly authorized at any time and from
time to time to provide for the issuance of shares of the Preferred Stock in one
or more series, with such voting powers, full or limited, but not to exceed one
vote per share, or without voting powers, and with such designations,
preferences and relative, participating, optional or other special rights,
qualifications, limitations or restrictions, as shall be fixed and determined in
the resolution or resolutions providing for the issuance thereof adopted by the
Board of Directors, and as are not stated and expressed in these Articles of
Incorporation or any amendment hereto, including (but without limiting the
generality of the foregoing) the following:
(i) The distinctive designation of such series and the number
of shares which shall constitute such series, which number may be
increased (except where otherwise provided by the Board of Directors in
creating such series) or decreased (but not below the number of shares
thereof then outstanding) from time to time by resolution of the Board
of Directors;
(ii) The rate of dividends payable on shares of such series,
the times of payment, and the date from which such dividends shall
accumulate;
(iii) Whether shares of such series can be redeemed, the time
or times when, and the price or prices at which shares of such series
shall be redeemable, the redemption price, terms and conditions of
redemption, and the purchase,
3
<PAGE>
retirement or sinking fund provisions, if any, for the purchase or
redemption of such shares;
(iv) The amount payable on shares of such series and the
rights of holders of such shares in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the affairs of
the Corporation;
(v) The rights, if any, of the holders of shares of such
series to convert such shares into, or exchange such shares for, shares
of Common Stock or shares of any other class or series of the Preferred
Stock and the terms and conditions of such conversion or exchange; and
(vi) The rights, if any, of the holders of shares of such
series to vote.
Except in respect of the relative rights and preferences that may be
provided by the Board of Directors as hereinbefore provided, all shares of the
Preferred Stock shall be of equal rank and shall be identical, and each share of
a series shall be identical in all respects with the other shares of the same
series, except as to the date, if any, from which dividends thereon shall
accumulate.
(c). The Corporation may acquire its own shares. Any such shares
shall become, upon acquision, treasury shares to be classified as issued but not
outstanding shares.
6.
Shares of the Corporation may be issued by the Corporation for such
consideration, not less than the par value thereof (in the case of shares having
a par value), as shall be fixed from time to time by the Board of Directors.
7.
No holder of shares of any class of the capital stock of the
Corporation shall have as a matter of right any pre-emptive or preferential
right to subscribe for, purchase, receive, or otherwise acquire any part of any
new or additional issue of stock of any class, whether now or hereafter
authorized, or of any bonds, debentures, notes, or other securities of the
Corporation, whether or not convertible into shares of stock of the Corporation.
8.
Subject to the provisions of the Georgia Business Corporation Code, the
Board of Directors shall have the power to distribute a portion of the assets of
the Corporation, in cash or in property, to holders of shares of the Corporation
out of the capital surplus of the Corporation.
4
<PAGE>
9.
The Corporation shall have all powers necessary to conduct the
businesses and engage in the activities set forth in Article 4 hereof,
including, but not limited to, the powers enumerated in the Georgia Business
Corporation Code or any amendment thereto. In addition, the Corporation shall
have the full power to purchase and otherwise acquire, and dispose of, its own
shares and securities granted by the laws of the State of Georgia and shall have
the right to purchase its shares out of its unreserved and unrestricted capital
surplus available therefor, as well as out of its unreserved and unrestricted
earned surplus available therefor.
10.
The names and addresses of the Incorporators are:
Robert Strickland
One Park Place, N.E.
Atlanta, Georgia 30303
Joel R. Wells, Jr.
200 South Orange Avenue
Orlando, Florida 32801
11.
I. (A) In addition to any affirmative vote required by law, these
Articles of Incorporation or otherwise with respect to any shares of capital
stock of the Corporation, and except as otherwise expressly provided in
paragraph II of this Article 11:
(i) any merger or consolidation of the Corporation or any
Subsidiary (as hereinafter defined) with (a) any Interested Shareholder
(as hereinafter defined) or (b) any other corporation (whether or not
itself an Interested Shareholder) which is, or after such merger or
consolidation would be, an Affiliate (as hereinafter defined) of an
Interested Shareholder; or
(ii) any sale, lease, exchange, mortgage, pledge, transfer or
other disposition (in one transaction or a series of transactions) to
or with any Interested Shareholder or any Affiliate of any Interested
Shareholder of any assets of the Corporation or any Subsidiary having
an aggregate Fair Market Value (as hereinafter defined) of $1,000,000
or more; or
(iii) the issuance or transfer by the Corporation or any
Subsidiary (in one transaction or a series of transactions) of any
securities of the Corporation or any Subsidiary to any Interested
Shareholder or any Affiliate of any Interested Shareholder in exchange
for cash, securities or other property (or a combination thereof)
having an aggregate Fair Market Value of $1,000,000 or more; or
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(iv) the adoption of any plan or proposal for the liquidation
or dissolution of the Corporation proposed by or on behalf of an
Interested Shareholder or any Affiliates of any Interested Shareholder;
or
(v) any reclassification of securities (including any reverse
stock split), or recapitalization or the Corporation, or any merger or
consolidation of the Corporation with any of its Subsidiaries or any
other transaction (whether or not with or into or otherwise involving
an Interested Shareholder) which has the effect, directly or
indirectly, of increasing the proportionate share of the outstanding
shares of any class of equity or convertible securities of the
Corporation or any Subsidiary which is directly or indirectly owned by
any Interested Shareholder or any Affiliate of any Interested
Shareholder;
shall require the affirmative vote of the holders of at least seventy-five
percent (75%) of the then outstanding shares of Common Stock of the Corporation,
including the affirmative vote of the holders of at least seventy-five percent
(75%) of the then outstanding shares of Common Stock of the Corporation other
than those beneficially owned by the Interested Shareholder. Such affirmative
vote shall be required notwithstanding the fact that no vote may be required, or
that a lesser percentage may be specified, by law or in any agreement with any
national securities exchange or otherwise.
(B) The term "Business Combination" as used in this Article 11
shall mean any transaction which is referred to in any one or more of clauses
(i) through (v) of subparagraph (A) of this paragraph I.
II. The provisions of paragraph I of this Article 11 shall not be
applicable to any particular Business Combination, and such Business Combination
shall require only such affirmative vote as is required by law and any other
provision of these Articles of Incorporation, if all of the conditions specified
in either of the following subparagraphs (A) or (B) are met:
(A) The Business Combination shall have been approved by
three-fourths of all Directors.
(B) All of the following conditions shall have been met:
(i) The aggregate amount of (x) cash and (y) the Fair Market
Value (as hereinafter defined) as of the date of the consummation of
the Business Combination, of consideration other than cash to be
received per share by holders of Common Stock in such Business
Combination shall be at least equal to the highest amount determined
under subclauses (a), (b), (c) and (d) below (taking into account all
stock dividends and stock splits):
(a) (if applicable) the highest per share price
(including any brokerage commissions, transfer taxes and
soliciting dealers' fees) paid by the Interested Shareholder
or any of its Affiliates or Associates for any share of Common
Stock acquired by the Interested Shareholder (1) within the
two-year period immediately prior to the first public
announcement of the proposal of the Business Combination (the
"Announcement Date") or (2) in the transaction in which it
became an Interested Shareholder, whichever is higher;
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(b) the highest Fair Market Value per share of Common
Stock during the 30-day period ending on the Announcement Date
or during the 30- day period ending on the date on which the
Interested Shareholder became an Interested Shareholder (such
latter date is referred to in this Article 11 as the
"Determination Date"), whichever is higher.
(c) (if applicable) the price per share equal to the
highest Fair Market Value per share of Common Stock determined
pursuant to subparagraph B(i)(b) above, multiplied by the
ratio of (1) the highest per share price (including any
brokerage commissions, transfer taxes and soliciting dealers'
fees) paid by the Interested Shareholder or any of its
Affiliates or Associates for any shares of Common Stock
acquired by the Interested Shareholder within the two-year
period immediately prior to the Announcement Date to (2) the
Fair Market Value per share of Common Stock on the date that
the Interested Shareholder became a beneficial owner of shares
of Common Stock during such two-year period; and
(d) (if applicable) the book value per share of
Common Stock on the last day in the month preceding the date
of the consummation of the Business Combination multiplied by
the ratio of (1) the highest price paid by the Interested
Shareholder or any of its Affiliates or Associates per share
of Common Stock as determined pursuant to subparagraph B(i)(a)
above to (2) the book value per share of Common Stock on the
last day in the month preceding the date on which the highest
price as determined pursuant to B(i)(a) above was paid.
(ii) The aggregate amount of (x) the cash and (y) the Fair
Market Value as of the date of the consummation of the Business
Combination, of consideration other than cash to be received per share
by holders of shares of any series of outstanding Preferred Stock shall
be at least equal to the highest of the following (it being intended
that the requirements of this paragraph B(ii) shall be required to be
met with respect to every series of outstanding Preferred Stock,
whether or not the Interested Shareholder or any of its Affiliates or
Associates has previously acquired any shares of any particular series
of Preferred Stock):
(a) (if applicable) the highest per share price
(including any brokerage commissions, transfer taxes and
soliciting dealers' fees) paid by the Interested Shareholder
or any of its Affiliates or Associates for any share of such
series of Preferred Stock acquired by the Interested
Shareholder (1) within the two-year period immediately prior
to the Announcement Date or (2) in the transaction in which it
became an Interested Shareholder, whichever is higher; and
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(b) (if applicable) the highest preferential amount
per share to which the holders of shares of such series of
Preferred Stock are entitled in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the
Corporation.
(iii) The consideration to be received by holders of
outstanding Common Stock and by holders of a particular series of
outstanding Preferred Stock shall be in cash or in the same form as the
Interested Shareholder of any of its Affiliates or Associates has
previously paid for shares of each such kind of stock. If the
Interested Shareholder or any of its Affiliates or Associates has paid
for shares of Common Stock or for shares of any series of Preferred
Stock with varying forms of consideration, the form of consideration
for each such kind of stock shall be either cash or the form used to
acquire the largest number of shares of each such kind of stock
previously acquired by it.
(iv) After such Interested Shareholder has become an
Interested Shareholder and prior to the consummation of such Business
Combination: (a) except as approved by three-fourths of all Directors,
there shall have been no failure to declare and pay at the regular date
therefor dividends in full (whether or not cumulative) on the
outstanding Preferred Stock; (b) there shall have been (1) no reduction
in the annual rate of dividends paid on the Common Stock (except as
necessary to reflect any subdivision of the Common Stock), except as
approved by three-fourths of all Directors and (2) an increase in such
annual rate of dividends as necessary to reflect any reclassification
(including any reverse stock split), recapitalization, reorganization,
or any similar transaction which has the effect of reducing the number
of outstanding shares of the Common Stock, unless the failure so to
increase such annual rate is approved by three-fourths of all
Directors; and (c) such Interested Shareholder shall not have become
the beneficial owner of any additional shares of Common Stock except as
part of the transaction which results in such Interested Shareholder
becoming an Interested Shareholder.
(v) After such Interested Shareholder has become an Interested
Shareholder, such Interested Shareholder shall not have received the
benefit, directly or indirectly (except proportionately as a
shareholder), of any loans, advances, guarantees, pledges or other
financial assistance or any tax credits or other tax advantages
provided by the Corporation or any of its Subsidiaries, whether in
anticipation of or in connection with such Business Combination or
otherwise.
(vi) A proxy or information statement describing the proposed
Business Combination and complying with the requirements of the
Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder (or any subsequent provisions replacing such
Act, rules or regulations) shall be mailed to public shareholders of
the Corporation at least 30 days prior to the meeting at which the
Business Combination will be voted upon (whether or not such proxy or
information statement is required to be mailed pursuant to such Act or
subsequent provisions). The proxy or information statement shall
contain on the cover page thereof a statement as to how members of the
Board of Directors voted on the proposal in
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question and any recommendation as to the advisability or
inadvisability of the Business Combination that any director wishes to
make, and shall also contain the opinion of a reputable national
investment banking firm as to the fairness of the terms of the Business
Combination, from the point of view of the remaining public
shareholders of the Corporation (such investment banking firm to be
engaged solely on behalf of the remaining public shareholders, to be
paid a reasonable fee for its services by the Corporation upon receipt
of such opinion and to be an investment banking firm which has not
previously been associated with the Interested Shareholder or any of
its Affiliates or Associates).
III. For the purposes of this Article 11:
(A) A "person" shall mean any individual, firm, corporation or
other entity.
(B) "Interested Shareholder" shall mean any person (other than
the Corporation, any Subsidiary or either the Corporation or any Subsidiary
acting as Trustee or in a similar fiduciary capacity) who or which:
(i)is the beneficial owner of more than 10% of the outstanding
Common Stock; or
(ii) is an Affiliate of the Corporation and at any time within
the two-year period immediately prior to the date in question was the
beneficial owner, directly or indirectly, of 10% or more of the then
outstanding Common Stock; or
(iii) acquired any shares of Common Stock which were at any
time within the two-year period immediately prior to the date in
question beneficially owned by any Interested Shareholder, if such
acquisition shall have occurred in the course of a transaction or
series of transactions not involving a public offering within the
meaning of the Securities Act of 1933.
(C) A person shall be a "beneficial owner" of any Common
Stock:
(i) which such person or any of its Affiliates or Associates
(as hereinafter defined) beneficially owns, directly or indirectly; or
(ii) which such person or any of its Affiliates or Associates
has, directly or indirectly, (a) the right to acquire (whether such
right is exercisable immediately or only after the passage of time),
pursuant to any agreement, arrangement or understanding or upon the
exercise of conversion rights, exchange rights, warrants or options or
otherwise, or (b) the right to vote pursuant to any agreement,
arrangement or understanding; or
(iii) which are beneficially owned, directly or indirectly, by
any other person with which such person or any of its Affiliates or
Associates has any agreement, arrangement or understanding for the
purpose of acquiring, holding, voting or disposing of any shares of
Common Stock.
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(D) For the purposes of determining whether a person is an
Interested Shareholder pursuant to paragraph B of this Section III, the number
of shares of Common Stock deemed to be outstanding shall include shares deemed
owned through application of paragraph C(ii)(a) of this Section III but shall
not include any other shares of Common Stock which may be issuable pursuant to
any agreement, arrangement or understanding, or upon exercise of conversion
rights, warrants or options, or otherwise.
(E) (i) An "Affiliate" of a specified person is a person that
directly, through one or more intermediaries, controls, or is controlled by, or
is under common control with, the person specified.
(ii) The term "Associate" used to indicate a relationship with
any person means (1) any firm, corporation or other entity (other than
the Corporation or any Subsidiary) of which such person is an officer
or partner or is, directly or indirectly, the beneficial owner of 10%
or more of any class of equity securities, (2) any trust or other
estate in which such person has a substantial beneficial interest or as
to which such person serves as trustee or in a similar fiduciary
capacity, and (3) any relative or spouse of such person, or any
relative of such spouse who has the same home as such person.
(F) "Subsidiary" means any corporation of which a majority of
any class of equity securities is owned, directly or indirectly, by the
Corporation unless owned solely as trustee or other similar fiduciary capacity.
(G) "Fair Market Value" means: (i) in the case of stock, the
closing sales price of a share of such stock on the Composite Tape on the New
York Stock Exchange- Listed Stocks, or, if such stock is not quoted on the
Composite Tape, on the New York Stock Exchange, or, if such stock is not listed
on such Exchange, on the principal United States securities exchange registered
under the Securities Exchange Act of 1934, as amended, on which such stock is
listed, or, if such stock is not listed on any such exchange, the closing sales
price or the sales price or the average of the bid and asked prices reported
with respect to a share of such stock on the National Association of Securities
Dealers, Inc. Automatic Quotation System or any system then in use, or if no
such quotations are available, the fair market value on the date in question of
a share of such stock as determined by the Board in good faith; and (ii) in the
case of property other than cash or stock, the fair market value of such
property on the date in question as determined by the Board in good faith.
(H) In the event of any Business Combination in which the
Corporation survives, the phrase "consideration other than cash to be received"
as used in paragraphs B(i) and (ii) of Section II of this Article 11 shall
include the shares of Common Stock and/or the shares of any series of
outstanding Preferred Stock retained by the holders of such shares.
(I) The term "acquire" or "acquired" means the acquisition of
beneficial ownership.
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IV. The Directors of the Corporation shall have the power and duty to
determine for the purposes of this Article 11, on the basis of information known
to them after reasonable inquiry, (i) whether a person is an Interested
Shareholder, (ii) the number of shares of Common Stock beneficially owned by any
person, (iii) whether a person is an Affiliate or Associate of another, and (iv)
whether the assets which are the subject of any Business Combination have, or
the consideration to be received for the issuance or transfer of securities by
the Corporation or any Subsidiary in any Business Combination has, an aggregate
Fair Market Value of $1,000,000 or more.
V. Nothing contained in this Article 11 shall be construed to relieve
any Interested Shareholder or any of its Affiliates or Associates from any
fiduciary obligation imposed by law.
VI. Notwithstanding any other provisions of these Articles of
Incorporation or the Bylaws of the Corporation (and notwithstanding the fact
that a lesser percentage may be specified by law, these Articles of
Incorporation or the Bylaws of the Corporation), the affirmative vote of the
holders of at least seventy-five percent (75%) of the shares of the outstanding
Common Stock of the Corporation, including the affirmative vote of the holders
of at least seventy-five percent (75%) of the outstanding shares of Common Stock
of the Corporation other than those beneficially owned by any Interested
Shareholder, shall be required to amend or repeal, or adopt any provisions
inconsistent with, this Article 11 of these Articles of Incorporation, in
addition to any affirmative vote required by law or these Articles of
Incorporation with respect to any other shares of capital stock of the
Corporation.
12.
The Board of Directors of the Corporation, when evaluating any offer of
a person (as defined in Article 11), other than the Corporation itself, to (a)
make a tender or exchange offer for any equity security of the Corporation or
any other security of the Corporation convertible into any equity security, (b)
merge or consolidate the Corporation with another person, or (c) purchase or
otherwise acquire all or substantially all of the properties and assets of the
Corporation (an "Acquisition Proposal"), shall, in connection with the exercise
of its business judgment in determining what is the best interests of the
Corporation and its shareholders, give due consideration to all relevant
factors, including without limitation the consideration being offered in the
Acquisition Proposal in relation to the then-current market price, but also in
relation to the then-current value of the Corporation in a freely negotiated
transaction and in relation to the Board of Directors' then estimate of the
future value of the Corporation as an independent entity, the social and
economic effects on the employees, customers, suppliers and other constituents
of the Corporation and its subsidiaries and on the communities in which the
Corporation and its subsidiaries operate or are located and the desirability of
maintaining independence from any other entity.
13.
Notwithstanding anything to the contrary in the Bylaws of the
Corporation and subject to the rights of holders of any series of Preferred
Stock then outstanding, the
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shareholders may amend or repeal, or adopt any provision inconsistent with,
Article II of the Corporation's Bylaws only by the same affirmative vote as is
required to amend or repeal or adopt any provision inconsistent with Article 11
of these Articles of Incorporation as provided for in paragraph VI of said
Article 11, or in the alternative, by the vote of 75% or more of the Directors,
the Board of Directors may amend or repeal or adopt any provision inconsistent
with Article II of the Corporation's Bylaws.
Any amendment or repeal of any part of Article X of the Corporation's
Bylaws effected by the Directors shall require the affirmative vote of at least
75% of the full Board of Directors following at least ten days prior written
notice to all Directors of the specific proposal.
14.
In addition to any powers provided by law, in the Bylaws, or otherwise,
the Corporation shall have the power to indemnify any person who becomes a party
or who is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (including any action by or in the right of the Corporation), by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise.
15.
(a). No director of the Corporation shall be personally liable to the
Corporation or its shareholders for monetary damages for breach of his duty of
care or other duty as a director; provided that this provision shall eliminate
or limit the liability of a director only to the maximum extent permitted from
time to time by the Georgia Business Corporation Code or any successor law or
laws.
(b). Any repeal or modification of Article 15(a) by the shareholders of
the Corporation shall not adversely affect any right or protection of a director
of the Corporation existing at the time of such repeal or modification.
16.
The Corporation shall not commence business until it shall have
received not less than $500 in payment for the issuance of its shares.
Said Restated Articles of Incorporation supersede the original Articles
of Incorporation as heretofore amended.
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IN WITNESS WHEREOF, SunTrust Banks, Inc. has caused these Articles of
Restatement to be executed, its corporate seal to be affixed, and its seal and
execution hereof to be attested, all by its duly authorized officers, this 14th
day of November, 1989.
SUNTRUST BANKS, INC.
By: /s/ Robert Strickland
------------------------------
Robert Strickland
Chairman of the Board
(CORPORATE SEAL)
Attest: /s/ Thomas C. Duer
-------------------------
Thomas C. Duer
Corporate Secretary
12
EXHIBIT 3.2
RESOLUTION AMENDING BYLAWS
WHEREAS, it is desirable to amend the Company's Bylaws to allow
Directors to continue serving as Directors of the Company until the end of the
term following their 70th birthday.
NOW, THEREFORE, BE IT RESOLVED, that upon recommendation of the
Executive Committee, Article II, Section 5 of the Company's Bylaws is hereby
amended by deleting the last sentence of such Section and substituting the
following sentence in lieu thereof:
Each Director who is not an officer of the Corporation or any
of its direct or indirect subsidiaries, including any Director
serving pursuant to the previous sentence, shall cease to be a
Director at the end of such Director's term coinciding with or
following such Director's 70th birthday.
* * * * *
<PAGE>
SUNTRUST BANKS, INC.
BYLAWS
(As Amended February 9, 1999)
ARTICLE I
SHAREHOLDERS
SECTION 1. Annual Meeting. The annual meeting of the shareholders for
the election of Directors and for the transaction of such other business as may
properly come before the meeting shall be held at such place, on such date and
at such time as the Board of Directors may by resolution provide. If the Board
of Directors fails to provide such date and time, then such meeting shall be
held at the corporate headquarters at 9:30 A.M. local time on the third Tuesday
in April of each year, or, if such date is a legal holiday, on the next
succeeding business day. The Board of Directors may specify by resolution prior
to any special meeting of shareholders held within the year that such meeting
shall be in lieu of the annual meeting.
SECTION 2. Special Meeting; Call of Meetings. Special meetings of the
shareholders may be called at any time by the Chairman of the Board or the
President. Special meetings of the shareholders may also be called at any time
by the Board of Directors or the holders of at least twenty-five percent (25%)
of the outstanding common stock of the Corporation. Such meetings shall be held
at such place as is stated in the call and notice thereof.
SECTION 3. Notice of Meetings. Written notice of each meeting of
shareholders, stating the place, day and hour of the meeting, and the purpose or
purposes for which the meeting is called if a special meeting, shall be mailed
to each shareholder entitled to vote at or to notice of such meeting at his
address shown on the books of the Corporation not less than ten (10) nor more
than sixty (60) days prior to such meeting unless such shareholder waives notice
of the meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the shareholder at his address
as it appears on the records of shareholders of the Corporation, with postage
thereon prepaid. Any shareholder may execute a waiver of notice, in person or by
proxy, either before or after any meeting, and shall be deemed to have waived
notice if he is present at such meeting in person or by proxy. Neither the
business transacted at, nor the purpose of, any meeting need be stated in a
waiver of notice of such meeting. Notice of any meeting may be given by the
Chairman of the Board, President, the Corporate Secretary or any Assistant
Secretary. No notice need be given of the time and place of reconvening of any
adjourned meeting, if the time and place to which the meeting is adjourned are
announced at the adjourned meeting.
SECTION 4. Quorum; Required Shareholder Vote. Each outstanding share of
common stock of the Corporation is entitled to one vote on each matter submitted
to a vote. A majority of the shares entitled to vote, represented in person or
by proxy, shall constitute a quorum at any meeting of the shareholders. If a
quorum is present, the affirmative vote of the majority of the shares
represented at the meeting and entitled to vote on the subject matter shall be
the act of the shareholders, unless a different
<PAGE>
vote is required by law, the Articles of Incorporation or these Bylaws, except
in the case of elections for Director, for which the vote of a plurality of the
votes cast by the shares entitled to vote for such election shall be the act of
the shareholders. When a quorum is once present to organize a meeting, the
shareholders present may continue to do business at the meeting or at any
adjournment thereof (unless a new record date is or must be set for the
adjourned meeting) notwithstanding the withdrawal of enough shareholders to
leave less than a quorum, and the holders of a majority of the voting shares
present at such meeting shall be the act of the shareholders unless a different
vote is required by law, the Articles of Incorporation or these Bylaws. The
holders of a majority of the voting shares represented at a meeting, whether or
not a quorum is present, may adjourn such meeting from time to time.
SECTION 5. Proxies. A shareholder may vote either in person or by
proxy. A shareholder may appoint a proxy: (i) by executing a written document,
which may be accomplished by any reasonable means, including facsimile
transmission; (ii) orally, which may be by telephone; or (iii) by any other form
of electronic communication. No proxy shall be valid for more than eleven (11)
months after the date of such appointment, unless, in the case of a written
proxy, a longer period is expressly provided for in the written document.
SECTION 6. Judges of Elections. At every meeting of shareholders, the
vote shall be conducted by two or more judges appointed for that purpose by the
Board of Directors or by the chairman of the meeting. All questions concerning
the qualification of voters, the validity of proxies, or the acceptance or
rejection of votes shall be decided by such judges.
ARTICLE II
DIRECTORS
SECTION 1. Board of Directors. The Board of Directors shall manage the
business and affairs of the Corporation and may exercise all of the powers of
the Corporation subject to any restrictions imposed by law.
SECTION 2. Composition of the Board. The Board of Directors of the
Corporation shall consist of not less than ten (10) nor more than sixteen (16)
natural persons, the exact number to be set from time to time by the Board of
Directors. No decrease in the number of Directors shall shorten the term of an
incumbent Director. Each Director shall be a shareholder of the Corporation and
a citizen of the United States of America. In the absence of the Board of
Directors setting the number of Directors, the number shall be twelve (12). The
Directors of the Corporation shall be divided into three classes, as nearly
equal in size as practicable. The term of each class shall be three years. Each
Director shall hold office for the term for which elected, which term shall end
at the annual meeting of the shareholders, and until his successor has been
elected and qualified, or until his earlier retirement, resignation, removal
from office, or death.
SECTION 3. Election of Directors. Nominations for election to the Board
of Directors may be made by the Board of Directors, or by any shareholder of any
outstanding class of capital stock of the Corporation entitled to vote for the
election of Directors. Nominations shall specify the class of Directors to which
each person is nominated, and nominations, other than those made by the existing
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Board of Directors, shall be made in writing and shall be delivered or mailed to
the Chairman of the Board not less than thirty (30) days nor more than
seventy-five (75) days prior to any meeting of the shareholders called for the
election of Directors; provided, however, that if less than thirty-five (35)
days notice of the meeting is given to shareholders such nomination shall be
mailed or delivered to the Chairman of the Board not later than the close of
business on the seventh day following the day on which the notice of meeting was
mailed. Such nomination and notification shall contain the following
information:
(i) The names and addresses of the proposed nominee or nominees;
(ii) The principal occupation of each proposed nominee;
(iii) The total number of shares that, to the knowledge of the
notifying or nominating shareholder, will be voted for each of
the proposed nominees;
(iv) The name and residence address of each notifying or nominating
shareholder;
(v) The number of shares owned by the notifying or nominating
shareholder;
(vi) The total number of shares that, to the knowledge of the
notifying or nominating shareholder, are owned by the proposed
nominee; and
(vii) The signed consent of the proposed nominee to serve, if
elected.
Nominations not made in accordance herewith may, in his discretion, be
disregarded by the chairman of the meeting, and upon his instructions, the
judges of election shall disregard all votes cast for each such nomination.
SECTION 4. Vacancies. Subject to the rights of the holders of any
series of Preferred Stock then outstanding to fill director vacancies, vacancies
resulting from retirement, resignation, removal from office (with or without
cause), death or a vacancy resulting from an increase in the number of Directors
comprising the Board, shall be filled by the Board of Directors. Any Director so
elected shall hold office until the next annual meeting of shareholders. No
decrease in the number of Directors constituting the Board of Directors shall
shorten the term of any incumbent Director.
SECTION 5. Retirement. Each Director serving as an officer of the
Corporation or any of its direct or indirect subsidiaries shall cease to be a
Director on the date of the first to occur of (a) such Director's 65th birthday,
(b) the date of his termination of employment, (c) the date of his resignation
from employment, or (d) the date of his retirement from employment. The
foregoing shall not apply to any Director serving as an officer of the
Corporation who is the Chairman of the Executive Committee. Each Director who is
not an officer of the Corporation or any of its direct or indirect subsidiaries,
including any Director serving pursuant to the previous sentence, shall cease to
be a Director at the end of such Director's term coinciding with or following
such Director's 70th birthday.
SECTION 6. Removal. Subject to the rights of the holders of any series
of Preferred Stock then outstanding, any Director, or all Directors, may be
removed from office at any time with or without
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cause, but only by the same affirmative vote of the shareholders required to
amend this Article II as provided in the Corporation's Articles of
Incorporation.
SECTION 7. Resignations. Any Director of the Corporation may resign at
any time by giving written notice thereof to the Chairman of the Board, the
President, or the Corporate Secretary. Such resignation shall take effect when
delivered unless the notice specifies a later effective date; and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
ARTICLE III
ACTION OF THE BOARD OF DIRECTORS; COMMITTEES
SECTION 1. Quorum; Vote Requirement. A majority of the Directors
holding office shall constitute a quorum for the transaction of business; if a
quorum is present, a vote of a majority of the Directors present at such time
shall be the act of the Board of Directors, unless a greater vote is required by
law, the Articles of Incorporation, or by these Bylaws.
SECTION 2. Executive Committee. There is hereby established an
Executive Committee which shall consist of not less than four (4) Directors. The
Board of Directors shall at the Board of Directors' meeting immediately
following the Corporation's annual shareholders' meeting, and may at such other
time as the Board of Directors determines, elect the Directors who shall be
members of the Executive Committee. The Executive Committee shall have and may
exercise all the authority of the Board of Directors as permitted by law. The
Board of Directors shall elect the Chairman of the Executive Committee who shall
preside at all meetings of the Executive Committee and shall perform such other
duties as may be designated by the Executive Committee. The Board of Directors
may also elect one member of the Executive Committee as Vice Chairman of the
Executive Committee who shall preside at Executive Committee meetings in the
absence of the Chairman of the Executive Committee. The Executive Committee
shall serve as the Nominating Committee and shall have the power to recommend
candidates for election to the Board of Directors and shall consider other
issues related to the size and composition of the Board of Directors.
SECTION 3. Audit Committee. There is hereby established an Audit
Committee which shall consist of not less than four (4) Directors. No Director
who is an officer of the Corporation or any direct or indirect subsidiary of the
Corporation shall be a member of the Audit Committee. The Board of Directors
shall at the Board of Directors' meeting immediately following the Corporation's
annual shareholders' meeting, and may at such other time as the Board of
Directors determine, elect the members of the Audit Committee. The Audit
Committee shall require that an audit of the books and affairs of the
Corporation be made at such time or times as the members of the Audit Committee
shall choose. The Board of Directors shall elect the Chairman of the Audit
Committee who shall preside at all meetings of the Audit Committee and shall
perform such other duties as may be designated by the Audit Committee.
SECTION 4. Other Committees. The Board of Directors may designate from
among its members one or more other committees, each consisting of one (1) or
more Directors, and each of which,
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to the extent provided in the resolution establishing such committee, shall have
and may exercise all authority of the Board of Directors to the extent permitted
by law.
SECTION 5. Committee Meetings. Regular meetings of committees, of which
no notice shall be necessary, shall be held at such times and at such places as
shall be fixed, from time to time, by resolution adopted by such committees.
Special meetings of any committee may be called by the Chairman of the Board or
the President, or by the Chairman of such committee or by any other two members
of the committee, at any time. Notice of any special meeting of any committee
may be given in the manner provided in the Bylaws for giving notice of a special
meeting of the Board of Directors, but notice of any such meeting need not be
given to any member of the committee if waived by him before or after the
meeting, in writing (including telegram, cablegram, facsimile, or radiogram) or
if he shall be present at the meeting; and any meeting of any committee shall be
a legal meeting, without any notice thereof having been given, if all the
members shall be present thereat. A majority of any committee shall constitute a
quorum for the transaction of business, and the act of a majority of those
present at any meeting at which a quorum is present shall be the act of the
committee.
SECTION 6. Committee Records. Each committee shall keep a record of its
acts and proceedings and shall report the same, from time to time, to the Board
of Directors.
SECTION 7. Alternate Members; Vacancies. The Board of Directors may
designate one or more Directors as alternate members of any committee, and such
alternate members may act in the place and stead of any absent member or members
at any meeting of such committee. The Board of Directors may fill any vacancy or
vacancies occurring in any committee.
SECTION 8. Place, Time, Notice and Call of Directors' Meetings. The
annual meeting of the Board of Directors for the purpose of electing officers
and transacting such other business as may be brought before the meeting shall
be held each year immediately following the annual meeting of shareholders or at
such other time and place as the Chairman of the Board may designate. Regular
meetings of the Board of Directors shall be held at such times as the Board of
Directors may determine from time to time. Regular meetings of the Board of
Directors may be held without notice. Special meetings of the Board of Directors
shall be held upon notice of the date, time and place of such special meetings
as shall be given to each Director orally, either by telephone or in person, or
in writing, either by personal delivery or by mail, telegram, facsimile, or
cablegram no later than the day before such meeting. Notice of a meeting of the
Board of Directors need not be given to any Director who signs and delivers to
the Corporation a waiver of notice either before or after the meeting.
Attendance of a Director at a meeting shall constitute a waiver of notice of
such meeting and waiver of any and all objections to the place of the meeting,
the time of the meeting, or the manner in which it has been called or convened,
except when a Director states, at the beginning of the meeting (or promptly upon
his arrival), any such objection or objections to the transaction of business
and thereafter does not vote for or assent to action taken at the meeting.
Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting unless required by law or these
Bylaws.
A majority of the Directors present, whether or not a quorum exists,
may adjourn any meeting of the Board of Directors to another time and place. No
notice of any adjourned meeting need be given.
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Meetings of the Board of Directors may be called by the Chairman of the
Board, the President or any two Directors.
SECTION 9. Action by Directors Without a Meeting; Participation in
Meeting by Telephone. Except as limited by law, any action to be taken at a
meeting of the Board, or by any committee of the Board, may be taken without a
meeting if written consent, setting forth the action so taken, shall be signed
by all the members of the Board or such Committee and shall be filed with the
minutes of the proceedings of the Board or such committee. Such written consent
shall have the same force and effect as a unanimous vote of the Board or such
committee and any document executed on behalf of the Corporation may recite that
the action was duly taken at a meeting of the Board or such committee.
Members of the Board or any committee of the Board may participate in a
meeting of the Board or such committee by means of conference telephone or
similar communications equipment by which means all persons participating in the
meeting can hear each other, and participation in a meeting of the Board or such
committee by such means shall constitute personal presence at such meeting.
SECTION 10. Directors' Compensation. The Board of Directors shall have
authority to determine from time to time the amount of compensation which shall
be paid to its members for attendance at meetings of, or services on, the Board
of Directors or any committee of the Board. The Board of Directors shall also
have the power to reimburse Directors for reasonable expenses of attendance at
Directors' meetings and committee meetings.
ARTICLE IV
OFFICERS
SECTION 1. Executive Structure. The Board of Directors shall elect the
following officers: Chairman of the Board, President, Chief Financial Officer,
Corporate Secretary, and Treasurer, and may elect one or more Vice Chairmen,
Executive Vice Presidents and Senior Vice Presidents, as the Board of Directors
may deem necessary. The Board of Directors shall designate from among such
elected officers a Chief Executive Officer. The Chief Executive Officer may
appoint such assistant officers, whose duties shall consist of assisting one or
more of the Officers in the discharge of the duties of any such Officer, as may
be specified from time to time by the Chief Executive Officer, whose titles may
include such designations as the Chief Executive Officer shall deem appropriate.
All Officers (including assistant officers) shall be elected for a term of
office running until the meeting of the Board of Directors following the next
annual meeting of shareholders. All assistant officers shall be appointed for a
term specified by the Chief Executive Officer but not later than the meeting of
the Board of Directors following the next annual meeting of shareholders. Any
two or more offices may be held by the same person.
SECTION 2. Chief Executive Officer. The Chief Executive Officer shall
be the most senior officer of the Corporation, and all other officers and agents
of the Corporation shall be subject to his direction. He shall be accountable to
the Board of Directors for the fulfillment of his duties and responsibilities
and, in the performance and exercise of all his duties, responsibilities and
powers, he shall be subject to the supervision and direction of, and any
limitations imposed by, the Board of
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Directors. The Chief Executive Officer shall be responsible for interpretation
and required implementation of the policies of the Corporation as determined and
specified from time to time by the Board of Directors and he shall be
responsible for the general management and direction of the business and affairs
of the Corporation. For the purpose of fulfilling his duties and
responsibilities, the Chief Executive Officer shall have, subject to these
Bylaws and the Board of Directors, plenary authorities and powers, including
general executive powers, the authority to delegate and assign duties,
responsibilities and authorities, and, in the name of the Corporation and on its
behalf, to negotiate and make any agreements, waivers or commitments which do
not require the express approval of the Board of Directors.
SECTION 3. Chairman of the Board. The Chairman of the Board shall be a
member of the Board of Directors and shall preside at all meetings of the
shareholders and Board of Directors.
SECTION 4. President. The President shall have such powers and perform
such duties as may be assigned by the Board of Directors, the Chairman of the
Board of Directors or the Chief Executive Officer.
SECTION 5. Vice Chairman. Any Vice Chairman elected shall be a member
of the Board of Directors and shall have such duties and authority as may be
conferred upon him by the Board of Directors or delegated to him by the Chief
Executive Officer.
SECTION 6. Chief Financial Officer. The Chief Financial Officer shall
have the care, custody, control and handling of the funds and assets of the
Corporation, and shall render a statement of the assets, liabilities and
operations of the Corporation to the Board of Directors at its regular meetings.
SECTION 7. Treasurer. The Treasurer shall perform such duties as may
be assigned to the Treasurer and shall report to the Chief Financial Officer or,
in the absence of the Chief Financial Officer, to the President.
SECTION 8. Corporate Secretary. Due notice of all meetings of the
shareholders and directors shall be given by the Corporate Secretary or the
person or persons calling such meeting. The Corporate Secretary shall report the
proceedings of all meetings in a book of minutes and shall perform all the
duties pertaining to his office including authentication of corporate documents
and shall have custody of the Seal of the Corporation. Each assistant Corporate
Secretary appointed by the Chief Executive Officer may perform all duties of the
Corporate Secretary.
SECTION 9. Other Duties and Authority. Each officer, employee and agent
of the Corporation shall have such other duties and authority as may be
conferred upon him by the Board of Directors or delegated to him by the Chief
Executive Officer.
SECTION 10. Removal of Officers. Any officer may be removed by the
Board of Directors with or without cause whenever in its judgment the best
interests of the Corporation will be served thereby. In addition, an officer of
the Corporation shall cease to be an officer upon ceasing to be an employee of
the Corporation or any of its subsidiaries.
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ARTICLE V
STOCK
SECTION 1. Stock Certificates. The shares of stock of the Corporation
shall be represented by certificates in such form as may be approved by the
Board of Directors, which certificates shall be issued to the shareholders of
the Corporation and shall be signed by the Chairman of the Board, or the
President, together with the Corporate Secretary or an Assistant Secretary of
the Corporation; and which shall be sealed with the seal of the Corporation. The
signatures of such officers upon a certificate may be facsimile if the
certificate is countersigned by a transfer agent or registrar other than the
Corporation itself or an employee of the Corporation. No share certificates
shall be issued until consideration for the shares represented thereby has been
fully paid. In case any officer who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer at the date of issue.
SECTION 2. Transfer of Stock. Shares of stock of the Corporation shall
be transferred on the books of the Corporation only upon surrender to the
Corporation of the certificate or certificates representing the shares to be
transferred accompanied by an assignment in writing of such shares properly
executed by the shareholder of record or his duly authorized attorney-in-fact
and with all taxes on the transfer having been paid. The Corporation may refuse
any requested transfer until furnished evidence satisfactory to it that such
transfer is proper. Upon the surrender of a certificate for transfer of stock,
such certificate shall be marked on its face "Canceled". The Board of Directors
may make such additional rules concerning the issuance, transfer and
registration of stock and requirements regarding the establishment of lost,
destroyed or wrongfully taken stock certificates (including any requirement of
an indemnity bond prior to issuance of any replacement certificate and provision
for appointment of a transfer agent and a registrar) as it deems appropriate.
SECTION 3. Registered Shareholders. The Corporation may deem and treat
the holder of record of any stock as the absolute owner thereof for all purposes
and shall not be required to take any notice of any right or claim of right of
any other person.
SECTION 4. Record Date. For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or entitled to receive payment of any dividend, or in order
to make a determination of shareholders for any other purpose, the Board of
Directors of the Corporation may fix in advance a date as the record date for
any such determination of shareholders, such date in any case to be not more
than seventy (70) days and, in the case of a meeting of shareholders, not less
than ten (10) days prior to the date on which the particular action requiring
such determination of shareholders is to be taken.
ARTICLE VI
DEPOSITORIES, SIGNATURES AND SEAL
SECTION 1. Depositories. All funds of the Corporation shall be
deposited in the name of the Corporation in such bank, banks, or other financial
institutions as the Board of Directors may from
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time to time designate and shall be drawn out on checks, drafts or other orders
signed on behalf of the Corporation by such person or persons as the Board of
Directors may from time to time designate.
SECTION 2. Seal. The seal of the Corporation shall be as follows:
[SEAL]
If the seal is affixed to a document, the signature of the Corporate
Secretary or an Assistant Secretary shall attest the seal. The seal and its
attestation may be lithographed or otherwise printed on any document and shall
have, to the extent permitted by law, the same force and effect as if it has
been affixed and attested manually.
SECTION 3. Execution of Instruments. All bills, notes, checks, and
other instruments for the payment of money, all agreements, indentures,
mortgages, deeds, conveyances, transfers, certificates, declarations, receipts,
discharges, releases, satisfactions, settlements, petitions, schedules,
accounts, affidavits, bonds, undertakings, proxies and other instruments or
documents may be signed, executed, acknowledged, verified, delivered, or
accepted on behalf of the Corporation by the Chairman of the Board, the
President, any Vice Chairman, Executive Vice President, Senior Vice President or
Vice President, the Secretary or the Treasurer. Any such instruments may also be
signed, executed, acknowledged, verified, delivered or accepted on behalf of the
Corporation in such manner and by such other officers, employees or agents of
the Corporation as the Board of Directors or Executive Committee may from time
to time direct.
ARTICLE VII
INDEMNIFICATION OF OFFICERS, DIRECTORS, AND EMPLOYEES
SECTION 1. Definitions. As used in this Article, the term:
(A) "Corporation" includes any domestic or foreign predecessor entity
of this Corporation in a merger or other transaction in which the predecessor's
existence ceased upon consummation of the transaction.
(B) "Director" means an individual who is or was a director of the
Corporation or an individual who, while a director of the Corporation, is or was
serving at the Corporation's request as a director, officer, partner, trustee,
employee, or agent of another foreign or domestic corporation, partnership,
joint venture, trust, employee benefit plan, or other entity. A "director" is
considered to be serving an employee benefit plan at the Corporation's request
if his duties to the Corporation also impose duties on, or otherwise involve
services by, him to the plan or to participants in or beneficiaries of the plan.
"Director" includes, unless the context requires otherwise, the estate or
personal representative of a director.
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(C) "Disinterested director" means a director who at the time of a vote
referred to in Section 3(C) or a vote or selection referred to in Section 4(B),
4(C) or 7(A) is not: (i) a party to the proceeding; or (ii) an individual who is
a party to a proceeding having a familial, financial, professional, or
employment relationship with the director whose indemnification or advance for
expenses is the subject of the decision being made with respect to the
proceeding, which relationship would, in the circumstances, reasonably be
expected to exert an influence on the director's judgment when voting on the
decision being made.
(D) "Employee" means an individual who is or was an employee of the
Corporation or an individual who, while an employee of the Corporation, is or
was serving at the Corporation's request as a director, officer, partner,
trustee, employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan, or other enterprise.
An "Employee" is considered to be serving an employee benefit plan at the
Corporation's request if his duties to the Corporation also impose duties on, or
otherwise involve services by, him to the plan or to participants in or
beneficiaries of the plan. "Employee" includes, unless the context requires
otherwise, the estate or personal representative of an employee.
(E) "Expenses" includes counsel fees.
(F) "Liability" means the obligation to pay a judgment, settlement,
penalty, fine (including an excise tax assessed with respect to an employee
benefit plan), or reasonable expenses incurred with respect to a proceeding.
(G) "Officer" means an individual who is or was an officer of the
Corporation which for purposes of this Article VII shall include an assistant
officer, or an individual who, while an Officer of the Corporation, is or was
serving at the Corporation's request as a director, officer, partner, trustee,
employee, or agent of another foreign or domestic corporation, partnership,
joint venture, trust, employee benefit plan, or other entity. An "Officer" is
considered to be serving an employee benefit plan at the Corporation's request
if his duties to the Corporation also impose duties on, or otherwise involve
services by, him to the plan or to participants in or beneficiaries of the plan.
"Officer" includes, unless the context requires otherwise, the estate or
personal representative of an Officer.
(H) "Official capacity" means: (i) when used with respect to a
director, the office of a director in a corporation; and (ii) when used with
respect to an Officer, the office in a corporation held by the Officer. Official
capacity does not include service for any other domestic or foreign corporation
or any partnership, joint venture, trust, employee benefit plan, or other
entity.
(I) "Party" means an individual who was, is, or is threatened to be
made a named defendant or respondent in a proceeding.
(J) "Proceeding" means any threatened, pending or completed action,
suit, or proceeding, whether civil, criminal, administrative, arbitrative or
investigative and whether formal or informal.
SECTION 2. Basic Indemnification Arrangement.
(A) Except as provided in subsections 2(D) and 2(E) below and, if
required by Section 4 below, upon a determination pursuant to Section 4 in the
specific case that such indemnification is
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permissible in the circumstances under this subsection because the individual
has met the standard of conduct set forth in this subsection (A), the
Corporation shall indemnify an individual who is made a party to a proceeding
because he is or was a director or Officer against liability incurred by him in
the proceeding if he conducted himself in good faith and, in the case of conduct
in his official capacity, he reasonably believed such conduct was in the best
interest of the Corporation, or in all other cases, he reasonably believed such
conduct was at least not opposed to the best interests of the Corporation and,
in the case of any criminal proceeding, he had no reasonable cause to believe
his conduct was unlawful.
(B) A person's conduct with respect to an employee benefit plan for a
purpose he believes in good faith to be in the interests of the participants in
and beneficiaries of the plan is conduct that satisfies the requirement of
subsection 2(A) above.
(C) The termination of a proceeding by judgment, order, settlement, or
conviction, or upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that the proposed indemnitee did not meet the standard of
conduct set forth in subsection 2(A) above.
(D) The Corporation shall not indemnify a person under this Article in
connection with (i) a proceeding by or in the right of the Corporation, except
for reasonable expenses incurred in connection with the proceeding if it is
determined that such person has met the relevant standard of conduct under this
section, or (ii) with respect to conduct for which such person was adjudged
liable on the basis that personal benefit was improperly received by him,
whether or not involving action in his official capacity.
SECTION 3. Advances for Expenses.
(A) The Corporation may advance funds to pay for or reimburse the
reasonable expenses incurred by a director or Officer who is a party to a
proceeding because he is a director or Officer in advance of final disposition
of the proceeding if: (i) such person furnishes the Corporation a written
affirmation of his good faith belief that he has met the relevant standard of
conduct set forth in subsection 2(A) above or that the proceeding involves
conduct for which liability has been eliminated under the Corporation's Articles
of Incorporation; and (ii) such person furnishes the Corporation a written
undertaking meeting the qualifications set forth below in subsection 3(B),
executed personally or on his behalf, to repay any funds advanced if it is
ultimately determined that he is not entitled to any indemnification under this
Article or otherwise.
(B) The undertaking required by subsection 3(A)(ii) above must be an
unlimited general obligation of the director or Officer but need not be secured
and shall be accepted without reference to financial ability to make repayment.
(C) Authorizations under this Section shall be made: (i) By the Board
of Directors: (a) when there are two or more disinterested directors, by a
majority vote of all disinterested directors (a majority of whom shall for such
purpose constitute a quorum) or by a majority of the members of a committee of
two or more disinterested directors appointed by such a vote; or (b) when there
are fewer than two disinterested directors, by a majority of the directors
present, in which authorization directors who do not qualify as disinterested
directors may participate; or (ii) by the shareholders, but shares owned or
voted under the control of a director who at the time does not qualify as a
disinterested director with respect to the proceeding may not be voted on the
authorization.
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SECTION 4. Authorization of and Determination of Entitlement to
Indemnification.
(A) The Corporation shall not indemnify a director or Officer under
Section 2 above unless authorized thereunder and a determination has been made
for a specific proceeding that indemnification of such person is permissible in
the circumstances because he has met the relevant standard of conduct set forth
in subsection 2(A) above; provided, however, that regardless of the result or
absence of any such determination, to the extent that a director or Officer has
been wholly successful, on the merits or otherwise, in the defense of any
proceeding to which he was a party because he is or was a director or Officer,
the Corporation shall indemnify such person against reasonable expenses incurred
by him in connection therewith.
(B) The determination referred to in subsection 4(A) above shall be
made:
(i) If there are two or more disinterested directors, by the
board of directors by a majority vote of all the disinterested
directors (a majority of whom shall for such purpose constitute a
quorum) or by a majority of the members of a committee of two or more
disinterested directors appointed by such a vote;
(ii) by special legal counsel:
(1) selected by the Board of Directors or its
committee in the manner prescribed in subdivision (i); or
(2) If there are fewer than two disinterested
directors, selected by the Board of Directors (in which
selection directors who do not qualify as disinterested
directors may participate); or
(iii) by the shareholders; but shares owned by or voted under
the control of a director who at the time does not qualify as a
disinterested director may not be voted on the determination.
(C) Authorization of indemnification or an obligation to indemnify and
evaluation as to reasonableness of expenses of a director or Officer in the
specific case shall be made in the same manner as the determination that
indemnification is permissible, as described in subsection 4(B) above, except
that if there are fewer than two disinterested directors or if the determination
is made by special legal counsel, authorization of indemnification and
evaluation as to reasonableness of expenses shall be made by those entitled
under subsection 4(B)(ii)(2) above to select counsel.
(D) The Board of Directors, a committee thereof, or special legal
counsel acting pursuant to subsection (B) above or Section 5 below, shall act
expeditiously upon an application for indemnification or advances, and cooperate
in the procedural steps required to obtain a judicial determination under
Section 5 below.
(E) The Corporation may, by a provision in its Articles of
Incorporation or Bylaws or in a resolution adopted or a contract approved by its
Board of Directors or shareholders, obligate itself in advance of the act or
omission giving rise to a proceeding to provide indemnification or advance funds
to
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pay for or reimburse expenses consistent with this part. Any such obligatory
provision shall be deemed to satisfy the requirements for authorization referred
to in Section 3(C) or Section 4(C).
SECTION 5. Court-Ordered Indemnification and Advances for Expenses. A
director or Officer who is a party to a proceeding because he is a director or
Officer may apply for indemnification or advances for expenses to the court
conducting the proceeding or to another court of competent jurisdiction. After
receipt of an application and after giving any notice it considers necessary,
the court shall order indemnification or advances for expenses if it determines
that:
(i) The director is entitled to indemnification under this
part; or
(ii) In view of all the relevant circumstances, it is fair and
reasonable to indemnify the director or Officer or to advance expenses
to the director or Officer, even if the director or Officer has not met
the relevant standard of conduct set forth in subsection 2(A) above,
failed to comply with Section 3, or was adjudged liable in a proceeding
referred to in subsections (i) or (ii) of Section 2(D), but if the
director or Officer was adjudged so liable, the indemnification shall
be limited to reasonable expenses incurred in connection with the
proceeding, unless the Articles of Incorporation of the Corporation or
a Bylaw, contract or resolution approved or ratified by shareholders
pursuant to Section 7 below provides otherwise.
If the court determines that the director or Officer is entitled to
indemnification or advance for expenses, it may also order the Corporation to
pay the director's or Officer's reasonable expenses to obtain court-ordered
indemnification or advance for expenses.
SECTION 6. Indemnification of Officers and Employees.
(A) Unless the Corporation's Articles of Incorporation provide
otherwise, the Corporation shall indemnify and advance expenses under this
Article to an employee of the Corporation who is not a director or Officer to
the same extent, consistent with public policy, as to a director or Officer.
(B) The Corporation may indemnify and advance expenses under this
Article to an Officer of the Corporation who is a party to a proceeding because
he is an Officer of the Corporation: (i) to the same extent as a director; and
(ii) if he is not a director, to such further extent as may be provided by the
Articles of Incorporation, the Bylaws, a resolution of the Board of Directors,
or contract except for liability arising out of conduct that is enumerated in
subsections (A)(i) through (A)(iv) of Section 7.
The provisions of this Section shall also apply to an Officer who is
also a director if the sole basis on which he is made a party to the proceeding
is an act or omission solely as an Officer.
SECTION 7. Shareholder Approved Indemnification.
(A) If authorized by the Articles of Incorporation or a Bylaw, contract
or resolution approved or ratified by shareholders of the Corporation by a
majority of the votes entitled to be cast, the Corporation may indemnify or
obligate itself to indemnify a person made a party to a proceeding, including a
proceeding brought by or in the right of the Corporation, without regard to the
limitations in other sections of this Article, but shares owned or voted under
the control of a director who at the time does not qualify as a disinterested
director with respect to any existing or threatened proceeding that
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would be covered by the authorization may not be voted on the authorization. The
Corporation shall not indemnify a person under this Section 7 for any liability
incurred in a proceeding in which the person is adjudged liable to the
Corporation or is subjected to injunctive relief in favor of the Corporation:
(i) for any appropriation, in violation of his duties, of any
business opportunity of the Corporation;
(ii) for acts or omissions which involve intentional
misconduct or a knowing violation of law;
(iii) for the types of liability set forth in Section 14-2-832
of the Georgia Business Corporation Code; or
(iv) for any transaction from which he received an improper
personal benefit.
(B) Where approved or authorized in the manner described in subsection
7(A) above, the Corporation may advance or reimburse expenses incurred in
advance of final disposition of the proceeding only if:
(i) the proposed indemnitee furnishes the Corporation a
written affirmation of his good faith belief that his conduct does not
constitute behavior of the kind described in subsection 7(A)(i)-(iv)
above; and
(ii) the proposed indemnitee furnishes the Corporation a
written undertaking, executed personally, or on his behalf, to repay
any advances if it is ultimately determined that he is not entitled to
indemnification.
SECTION 8. Liability Insurance. The Corporation may purchase and
maintain insurance on behalf of an individual who is a director, officer,
employee, or agent of the Corporation or who, while a director, officer,
employee, or agent of the Corporation, is or was serving at the request of the
Corporation as a director, officer, partner, trustee, employee, or agent of
another foreign or domestic corporation, partnership, joint venture, trust,
employee benefit plan, or other entity against liability asserted against or
incurred by him in that capacity or arising from his status as a director,
officer, employee, or agent, whether or not the Corporation would have power to
indemnify him against the same liability under Section 2 or Section 3 above.
SECTION 9. Witness Fees. Nothing in this Article shall limit the
Corporation's power to pay or reimburse expenses incurred by a person in
connection with his appearance as a witness in a proceeding at a time when he is
not a party.
SECTION 10. Report to Shareholders. If the Corporation indemnifies or
advances expenses to a director in connection with a proceeding by or in the
right of the Corporation, the Corporation shall report the indemnification or
advance, in writing, to shareholders with or before the notice of the next
shareholders' meeting.
SECTION 11. Severability. In the event that any of the provisions of
this Article (including any provision within a single section, subsection,
division or sentence) is held by a court of competent
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jurisdiction to be invalid, void or otherwise unenforceable, the remaining
provisions of this Article shall remain enforceable to the fullest extent
permitted by law.
SECTION 12. Indemnification Not Exclusive. The rights of
indemnification provided in this Article VII shall be in addition to any rights
which any such director, Officer, employee or other person may otherwise be
entitled by contract or as a matter of law.
ARTICLE VIII
AMENDMENTS OF BYLAWS
The Board of Directors shall have the power to alter, amend or repeal
the Bylaws or adopt new Bylaws, but any Bylaws adopted by the Board of Directors
may be altered, amended or repealed and new Bylaws adopted by the shareholders.
Action by the Directors with respect to the Bylaws shall be taken by an
affirmative vote of a majority of all of the Directors then elected and serving,
unless a greater vote is required by law, the Articles of Incorporation or these
Bylaws.
ARTICLE IX
EMERGENCY TRANSFER OF RESPONSIBILITY
SECTION 1. Emergency Defined. In the event of a national emergency
threatening national security or a major disaster declared by the President of
the United States or the person performing his functions, which directly or
severely affects the operations of the Corporation, the officers and employees
of this Corporation will continue to conduct the affairs of the Corporation
under such guidance from the Directors as may be available except as to matters
which by law or regulation require specific approval of the Board of Directors
and subject to conformance with any applicable laws, regulations, and
governmental directives during the emergency.
SECTION 2. Officers Pro Tempore. The Board of Directors shall have the
power, in the absence or disability of any officer, or upon the refusal of any
officer to act as a result of said national emergency directly and severely
affecting the operations of the Corporation, to delegate and prescribe such
officer's powers and duties to any other officer, or to any Director.
In the event of a national emergency or state of disaster of sufficient
severity to prevent the conduct and management of the affairs and business of
this Corporation by its Directors and officers as contemplated by the Bylaws,
any two or more available members or alternate members of the then incumbent
Executive Committee shall constitute a quorum of such Committee for the full
conduct and management of the Corporation in accordance with the provisions of
Articles II and III of the Bylaws. If two members or alternate members of the
Executive Committee cannot be expeditiously located, then three available
Directors shall constitute the Executive Committee for the full conduct and
management of the affairs and business of the Corporation until the then
remaining Board can be convened. These provisions shall be subject to
implementation by resolutions of the Board of Directors passed from time to
time, and any provisions of the Bylaws (other than this Section) and any
resolutions which are contrary to the provisions of this Section or the
provisions of any such implementary resolutions shall be
15
<PAGE>
suspended until it shall be determined by any such interim Executive Committee
acting under this Section that it shall be to the advantage of this Corporation
to resume the conduct and management of its affairs and business under all of
the other provisions of these Bylaws.
SECTION 3. Officer Succession. If, in the event of a national emergency
or disaster which directly and severely affects the operations of the
Corporation, the Chief Executive Officer cannot be located expeditiously or is
unable to assume or to continue normal duties, then the authority and duties of
the office shall be automatically assumed, without Board of Directors action, in
order of title, and subject only to willingness and ability to serve, by the
Chairman of the Board, President, Vice Chairman, Executive Vice President,
Senior Vice President, Vice President, Corporate Secretary or their successors
in office at the time of the emergency or disaster. Where two or more officers
hold equivalent titles and are willing and able to serve, seniority in title
controls initial appointment. If, in the same manner, the Corporate Secretary or
Treasurer cannot be located or is unable to assume or continue normal duties,
the responsibilities attached thereto shall, in like manner as described
immediately above, be assumed by any Executive Vice President, Senior Vice
President, or Vice President. Any officer assuming authority and position
hereunder shall continue to serve until the earlier of his resignation or the
elected officer or a more senior officer shall become available to perform the
duties of the position of Chief Executive Officer, Corporate Secretary, or
Treasurer.
SECTION 4. Certification of Authority. In the event of a national
emergency or disaster which directly and severely affects the operations of the
Corporation, anyone dealing with this Corporation shall accept a certification
by the Corporate Secretary or any three officers that a specified individual is
acting as Chairman of the Board, Chief Executive Officer, President, Corporate
Secretary, or Treasurer, in accordance with these Bylaws; and that anyone
accepting such certification shall continue to consider it in force until
notified in writing of a change, such notice of change to carry the signature of
the Corporate Secretary or three officers of the Corporation.
SECTION 5. Alternative Locations. In the event of a national emergency
or disaster which destroys, demolishes, or renders the Corporation's offices or
facilities unserviceable, or which causes, or in the judgment of the Board of
Directors or the Executive Committee probably will cause, the occupancy or use
thereof to be a clear and imminent hazard to personal safety, the Corporation
shall temporarily lease or acquire sufficient facilities to carry on its
business as may be designated by the Board of Directors. Any temporarily
relocated place of business of this Corporation shall be returned to its legally
authorized location as soon as practicable and such temporary place of business
shall then be discontinued.
SECTION 6. Amendments to Article IX. At any meeting called in
accordance with Section 2 of this Article IX, the Board of Directors or
Executive Committee, as the case may be, may modify, amend or add to the
provisions of this Article IX so as to make any provision that may be practical
or necessary for the circumstances of the emergency.
ARTICLE X
BUSINESS COMBINATIONS WITH INTERESTED SHAREHOLDERS
All of the requirements of Article 11A of the Georgia Business
Corporation Code (currently codified in Sections 14-2-1131 through 14-2-1133
thereof), as may be in effect from time to time (the
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<PAGE>
"Business Combination Statute"), shall apply to all "business combinations" (as
defined in Section 14-2- 1131 of the Georgia Business Corporation Code)
involving the Corporation. The requirements of the Business Combination Statute
shall be in addition to the requirements of Article XI of the Corporation's
Articles of Incorporation. Nothing contained in the Business Combination Statute
shall be deemed to limit the provisions contained in Article XI of the
Corporation's Articles of Incorporation, and nothing contained in Article XI of
the Corporation's Articles of Incorporation shall be deemed to limit the
provisions contained in the Business Combination Statute.
ARTICLE XI
INSPECTION OF BOOKS AND RECORDS
The Board of Directors shall determine whether and to what extent the
accounts and books of the Corporation, or any of them, other than the share
records, shall be open to the inspection of shareholders, and no shareholder
shall have any right to inspect any account or books or document of the
Corporation except as conferred by law or by resolution of the shareholders or
the Board of Directors. Without prior approval of the Board of Directors in
their discretion, the right of inspection set forth in Section 14-2-1602(c) of
the Georgia Business Corporation Code shall not be available to any shareholder
owning two (2%) percent or less of the shares outstanding.
17
EXHIBIT 10.9
SUNTRUST BANKS, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
EFFECTIVE AS OF AUGUST 13, 1996
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C> <C> <C>
ss. 1. ESTABLISHMENT AND PURPOSE................................................................................1
ss.2. DEFINITIONS..............................................................................................1
2.1 Affiliate.......................................................................................1
2.2 Code............................................................................................1
2.3 Committee.......................................................................................1
2.4 ERISA...........................................................................................1
2.5 Excess Benefit..................................................................................2
2.6 Other Retirement Arrangement....................................................................2
2.7 Other Retirement Arrangement Benefit............................................................2
2.8 Participant.....................................................................................2
2.9 Plan............................................................................................2
2.10 Retirement Date.................................................................................2
2.11 Retirement Plan.................................................................................2
2.12 SERP Average Compensation.......................................................................2
2.13 SERP Benefit....................................................................................2
2.14 SERP Compensation...............................................................................5
2.15 SERP Service....................................................................................5
2.16 SunTrust........................................................................................5
2.17 Special Survivor Benefit........................................................................5
2.18 TNC SERP........................................................................................5
2.19 TNC SERP Benefit................................................................................5
2.20 Vested Date.....................................................................................6
ss. 3. PARTICIPATION............................................................................................6
ss. 4. SERP BENEFIT and TNC SERP BENEFIT........................................................................7
4.1 Timing and Amount...............................................................................7
(a) Normal or Delayed Retirement Benefit...................................................7
(b) Early Retirement Benefit...............................................................7
(1) General.......................................................................7
(2) Reductions....................................................................7
(c) Termination Before Vested Date.........................................................8
(d) Special Disability Assumption for SERP Benefit.........................................8
4.2 Form of Benefit.................................................................................8
(a) Normal Form............................................................................8
(b) Other Benefit Forms....................................................................9
4.3 Survivor Benefit................................................................................9
</TABLE>
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<TABLE>
<S> <C> <C> <C>
(a) General................................................................................9
(b) Form of Survivor Benefit...............................................................9
(c) Lump Sum Benefit for Spouse...........................................................10
(d) Lump Sum for Non-Spouse Beneficiary...................................................12
(e) Timing................................................................................12
(f) No Post-Retirement Survivor Benefits..................................................12
(g) Special Survivor Benefits.............................................................12
ss. 5. OTHER RETIREMENT ARRANGEMENT BENEFIT..................................................................13
ss. 6. RELEASE, NO COMPETITION AND FORFEITURE................................................................13
ss. 7. SOURCE OF BENEFIT PAYMENTS............................................................................14
ss. 8. NOT A CONTRACT OF EMPLOYMENT..........................................................................14
ss. 9. NO ALIENATION OR ASSIGNMENT...........................................................................15
ss. 10. ERISA.................................................................................................15
ss. 11. ADMINISTRATION, AMENDMENT AND TERMINATION.............................................................15
ss. 12. CONSTRUCTION..........................................................................................16
ss. 13. CHANGE IN CONTROL.....................................................................................16
13.1 Purpose........................................................................................16
13.2 Definitions....................................................................................16
(a) Affiliate.............................................................................16
(b) Change in Control.....................................................................16
(c) Termination for Cause.................................................................18
(d) Termination for Good Reason...........................................................18
13.3 Application....................................................................................19
13.4 Benefit Calculation and Payment................................................................19
(a) SERP Benefit..........................................................................19
(b) Welfare Benefit.......................................................................21
13.5 No Amendment...................................................................................24
13.6 Denial of Claim for Benefits...................................................................24
ss. 14. EXECUTION.............................................................................................25
</TABLE>
-ii-
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SUNTRUST BANKS, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
EFFECTIVE AS OF AUGUST 13, 1996
ss. 1.
ESTABLISHMENT AND PURPOSE
SunTrust Banks, Inc. hereby amends and restates the SunTrust Banks,
Inc. Supplemental Executive Plan as last amended and restated effective as of
February 13, 1990 in the form of this SunTrust Banks, Inc. Supplemental
Executive Retirement plan effective as of August 13, 1996. The Plan is
maintained to provide a minimum level of post retirement income for certain key
executives of SunTrust and its Affiliates in addition to those benefits provided
to them under the SunTrust Banks, Inc. Retirement Plan and the SunTrust Banks,
Inc. ERISA Excess Retirement Plan. This Plan is intended to better enable
SunTrust to recruit and retain exemplary key executives.
ss. 2.
DEFINITIONS
The following capitalized terms will have the meanings set forth in
this ss. 2 whenever such capitalized terms are used throughout this Plan:
2.1 Affiliate - means an "affiliate" as defined in ss. 13.2(a).
2.2 Code - means the Internal Revenue Code of 1986, as amended.
2.3 Committee - means the Compensation Committee of the Board of
Directors of SunTrust.
2.4 ERISA - means the Employee Retirement Income Security Act of
1974, as amended.
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2.5 Excess Benefit - means as of any date for each Participant who is
also a participant in the SunTrust Banks, Inc. ERISA Excess Retirement Plan, the
benefit payable to or on behalf of such Participant under that plan.
2.6 Other Retirement Arrangement - means any plan, program, arrangement
or agreement maintained by SunTrust or an Affiliate as described in Exhibit A to
this Plan.
2.7 Other Retirement Arrangement Benefit - means for each Participant
who is eligible for a benefit under any Other Retirement Arrangement the
benefits under which are paid from the general assets of SunTrust or an
Affiliate, the benefit payable to that Participant under that Other Retirement
Arrangement.
2.8 Participant - means each key executive of SunTrust or an
Affiliate described in ss. 3.
2.9 Plan - means this SunTrust Banks, Inc. Supplemental Executive
Retirement Plan, as amended (or as amended and restated) from time to time.
2.10 Retirement Date - means for each Participant, the date he or
she reaches age 65.
2.11 Retirement Plan - means the SunTrust Banks, Inc. Retirement
Plan as amended and restated effective as of January 1, 1989 and as thereafter
amended.
2.12 SERP Average Compensation - means for each Participant, 12 times
the arithmetic average of such Participant's monthly SERP Compensation for the
60 consecutive months of employment completed immediately before the date as of
which his or her SERP Benefit is determined.
2.13 SERP Benefit - (a) General. SERP Benefit means for each
Participant who is designated by the Committee as eligible for a SERP Benefit
under this Plan, an annual benefit
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payable in accordance with ss. 4 on or after such Participant's Retirement Date
in the form of a life only annuity which is equal to the following:
(60% x SERP Average Compensation) - (A + B + C + D + E).
For purposes of this formula,
A = such Participant's annual Social Security benefit at age 65;
B = such Participant's annual Retirement Plan benefit, if any;
C = such Participant's annual Excess Benefit, if any;
D = such Participant's annual TNC SERP Benefit, if any; and
E = such Participant's annual Other Retirement Arrangement Benefit,
if any.
If the benefit payable under A through E is payable in a form other than a life
only annuity or such benefit is payable at a time other than the date as of
which the SERP Benefit is paid, such benefit will be converted to a life only
annuity payable as of the same date as the SERP Benefit using the actuarial
factors then in effect to make such conversions under the Retirement Plan. The
amount of the SERP Benefit payable to or on behalf of a Participant initially
will be determined at the time as of which such benefit is scheduled to be paid
under ss. 4 (the "initial determination"). The initial SERP Benefit will be
recalculated once, in the year following the year the SERP Benefit is paid or
begins to be paid, using the same assumptions in effect and the Participant's
age at the initial determination in order to include as SERP Compensation any
amounts that should have been included as SERP Compensation, but were not known
at the time of the initial determination. The initial SERP Benefit will be
adjusted once to reflect any increase due as a result of the recalculation. The
adjustment will be paid made in the same form that the initial SERP Benefit was
paid (or is being paid) to the Participant.
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(b) Special Lump Sum Calculation. Notwithstanding the
foregoing, this paragraph shall apply for purposes of calculating the SERP
Benefit payable to or on behalf of the executives designated in Exhibit B
attached to this Plan if such SERP Benefit is paid in a lump sum. The amount of
the SERP Benefit payable to or on behalf of any such Participant will equal the
present value of 60% of the Participant's SERP Average Compensation less the sum
of A + B + C + D where,
A = the present value of such Participant's annual Social Security
benefit at age 65;
B = the lump sum benefit paid to such Participant under the
Retirement Plan or, if the Participant's benefit under the Retirement
Plan is not paid in a lump sum, the amount that would have been
payable to such Participant as a lump sum under the Retirement Plan;
and
C = such Participant's Excess Benefit, or, if the Excess Benefit
is not paid in a lump sum, the amount that would have been
payable if the Participant's Excess Benefit had been if paid
in a lump sum; and
D = the present value of such Participant's TNC SERP Benefit.
For purposes of this ss. 2.13(b), "present value" is determined using
the same interest rate and mortality assumptions used for calculating lump sum
payments under the Retirement Plan as in effect on December 31, 1995, including
the interest rate published by the Pension Benefit Guaranty Corporation
("PBGC"), and when the PBGC rate is no longer published, the interest rate will
be (a) the rate that would be used to calculate a lump sum paid from the
Retirement Plan less (b) the average monthly difference between the PBGC rate
and the Retirement Plan rate for the 5 year period ending on June 30, 2000.
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2.14 SERP Compensation - means a Participant's monthly compensation
from SunTrust and each Affiliate which is attributable to such Participant's
(a) base salary,
(b) cash bonuses, and
(c) employee elective deferrals and nonelective deferrals
made on his or her behalf under the plans designated
by the Committee from time to time in Exhibit C and
which is calculated in accordance with such administrative
rules as may be established from time to time by the
Committee.
2.15 SERP Service - means a Participant's full months of "service"
under the Retirement Plan (including his "prior benefit service" under the
Retirement Plan).
2.16 SunTrust - means SunTrust Banks, Inc. or any successor to
SunTrust Banks, Inc.
2.17 Special Survivor Benefit - means for each Participant
identified in Exhibit D, the survivor benefit described in Exhibit D, which is
payable as a result of his death.
2.18 TNC SERP - means the Third National Corporation Supplemental
Executive Retirement Plan as in effect immediately before October 15, 1987
which is attached to this Plan as Exhibit E.
2.19 TNC SERP Benefit - means for each Participant who was a
Participant in the TNC SERP on October 15, 1987 and who is not covered by an
Other Retirement Arrangement which provides for payment of benefits under the
TNC SERP, such Participant's annual benefit under ss. 3.1 of the TNC SERP as
determined as of October 15, 1987 multiplied by a fraction, the numerator of
which is such Participant's "service" under the TNC SERP as of October 15, 1987
and the denominator of which is the "service" such Participant would have had at
age 65 if he or she had
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<PAGE>
continued in employment with Third National Corporation or its affiliates. Such
benefit will be payable in accordance with ss. 4 on or after such Participant's
Retirement Date in the form of a life only annuity.
2.20 Vested Date - means
(a) for a TNC SERP Benefit, the date a Participant reaches age
55 and completes 10 years of "service" under the Retirement Plan (including his
or her "prior service" under the Retirement Plan);
(b) for a SERP Benefit, the date a Participant completes
10 years of SERP Service and reaches age 60; and
(c) for an Other Retirement Arrangement Benefit, the date a
Participant is "vested" in his or her benefit under that arrangement.
ss. 3.
PARTICIPATION
Each key executive of SunTrust or an Affiliate who is eligible for one
or more benefits under this Plan will be a Participant in this Plan to the
extent of the benefits for which he or she is eligible and will remain a
Participant until all such benefits are paid to or on behalf of such Participant
in accordance with ss. 4 or forfeited in accordance with ss. 6.
The Committee will designate those key executives who are eligible for
a SERP Benefit. The Committee in its absolute discretion may revoke any such
designation at any time but no such revocation will be applied retroactively to
deprive an individual of benefits accrued under this Plan to the date of such
revocation. Eligibility for an Other Retirement Arrangement Benefit will depend
upon the terms of the applicable Other Retirement Arrangement. An executive will
be eligible for
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<PAGE>
a TNC SERP Benefit if such executive was a participant in the TNC SERP on
October 15, 1987 and is not eligible for an Other Retirement Arrangement Benefit
which provides for payment of benefits attributable to the TNC SERP.
ss. 4.
SERP BENEFIT and TNC SERP BENEFIT
4.1 Timing and Amount.
(a) Normal or Delayed Retirement Benefit. If a Participant
terminates employment with SunTrust and all Affiliates on or after such
Participant's Retirement Date, the entire vested benefit, if any, to which such
Participant is entitled under this Plan (except an Other Retirement Arrangement
Benefit) automatically will be paid to such Participant in the form described in
ss. 4.2 beginning as soon as practicable following the date such Participant
terminates employment with SunTrust and all Affiliates.
(b) Early Retirement Benefit.
(1) General. If a Participant terminates employment
with SunTrust and all Affiliates on or after such Participant's Vested
Date but before his or her Retirement Date, such Participant's entire
vested benefit, if any, under this Plan (except an Other Retirement
Arrangement Benefit) will be determined (taking into account the
reductions under ss. 4.1(b) (2)) as of the date he or she terminates
employment. Such benefit automatically will be paid to such Participant
beginning as soon as practicable following the date he or she
terminates employment.
(2) Reductions. The TNC SERP Benefit, if any,
payable to a Participant under this ss. 4.1 will be reduced in
accordance with the terms of the TNC SERP. For
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<PAGE>
purposes of determining the SERP Benefit payable to a Participant
before his or her Retirement Date, the product of 60% and his or her
SERP Average Compensation will be reduced by a fraction, the numerator
of which is such Participant's SERP Service as of the date he or she
terminates employment and the denominator of which is the SERP Service
such Participant would have had if he or she had continued in
employment until such Participant's Retirement Date.
(c) Termination Before Vested Date. Except to the extent a
survivor benefit is payable on behalf of a Participant under ss. 4.3, no benefit
will be payable to or on behalf of a Participant who terminates employment with
SunTrust and all Affiliates before the Vested Date for that particular benefit.
(d) Special Disability Assumption for SERP Benefit. If a
Participant who is "totally and permanently disabled" (as described in the
Retirement Plan) terminates employment with SunTrust and all Affiliates as a
result of such disability, then the amount of the SERP Benefit payable to such
Participant will be calculated using the same service and compensation
assumptions that are used to calculate the Participant's benefit under the
Retirement Plan. If such a Participant is eligible for a "disability retirement
benefit" (as described in the Retirement Plan) under the Retirement Plan,
payment of the Participant's SERP Benefit automatically will be paid or begin to
be paid at the same time as his or her disability retirement benefit under the
Retirement Plan.
4.2 Form of Benefit
(a) Normal Form. Except as provided in ss. 4.2(b), a
Participant's entire vested benefit under this Plan will be paid in a lump sum
benefit which is actuarially equivalent (using the actuarial factors then in
effect under the Retirement Plan to make such conversion) to the benefit that
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would have been paid to such Participant in the form of a life only annuity.
Notwithstanding the foregoing, if a lump sum is payable to a Participant
designated in Exhibit B, it will be calculated in accordance with ss. 2.13(b).
(b) Other Benefit Forms. A Participant may make a written
election to have his or her entire vested benefit paid in any form of benefit
available under the Retirement Plan and such benefit will be paid in the form
specified in the Participant's most recent election, which was made at least one
year before his or her benefit begins to be paid under this Plan. If the
election was not made at least one year before the date benefits would begin,
the benefit will be paid in a lump sum. Any benefit paid in a form other than a
life only annuity will be actuarially equivalent (using the actuarial factors
then in effect under the Retirement Plan to make such conversion) to the benefit
that would have been paid to such Participant in the form of a life only
annuity.
4.3 Survivor Benefit
(a) General. If a Participant who is eligible for a SERP
Benefit (determined without regard to whether he or she is vested) dies before
he or she terminates employment with SunTrust and all Affiliates and, as a
result of such Participant's death, a survivor benefit is payable under the
Retirement Plan, then a survivor income benefit automatically will be payable on
such deceased Participant's behalf under this Plan in the amount, form and
timing described in this ss. 4.3. Such survivor benefit will be paid to the
person, if any, who is such Participant's lawful spouse or, if the Participant
was single at his or her death, to the person who is designated as his or her
"beneficiary" under the Retirement Plan, and who survives him.
(b) Form of Survivor Benefit. The survivor benefit will be
paid in a lump sum.
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(c) Lump Sum Benefit for Spouse. The survivor benefit payable
to a spouse under this Plan will be calculated as follows:
(1) Step One - Determine 60% of the Participant's
SERP Average Compensation.
(2) Step Two - Determine the time as of which the
benefit would have been paid to the Participant, which is the later of
the date the Participant would have reached age 55 or his or her date
of death ("Annuity Commencement Date"), and reduce the amount
determined under Step One for early commencement, if applicable, as
follows:
(i) If the Annuity Commencement Date is
before the date the Participant would have reached age 65, the
amount determined under Step One above will be reduced by a
fraction, the numerator of which is the Participant's SERP
Service as of the date of his or her death and the denominator
of which is the SERP Service the Participant would have had if
he or she had survived and continued in employment until his
or her Retirement Date, and
(ii) If the Annuity Commencement Date is
before the date the Participant would have reached age 60, the
amount determined in Step One as reduced in Step Two (i) above
will be reduced further using the factors then in effect to
reduce early retirement benefits under the Retirement Plan.
(3) Step Three - Convert the amount determined under
Step Two above to a 100% joint and survivor annuity payable monthly as
of the Annuity Commencement Date based on the age the surviving spouse
and the Participant would have attained as of the Annuity Commencement
Date.
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(4) Step Four - Determine the time as of which the
benefit will be paid under ss. 4.3(e) and convert the survivor benefit
determined under Step Three to a lump sum using the actuarial factors
then in effect under the Retirement Plan to make such conversion or, if
applicable, the factors under ss. 2.13(b).
(5) Step Five - Reduce the amount determined in Step
Four above by the sum of (A + B + C + D + E), where
A = the present value of the Social
Security survivor benefit that would
have been payable to the spouse
based on the Participant's
employment when the Participant
would have reached age 65;
B = the lump sum survivor benefit
payable to such spouse under the
Retirement Plan or, if the survivor
benefit under the Retirement Plan is
not paid in a lump sum, the amount
that would have been payable to such
spouse as a lump sum under the
Retirement Plan;
C = the survivor benefit payable to
the surviving spouse under the
SunTrust Banks, Inc. ERISA Excess
Retirement Plan ("Excess Plan"), or,
if the survivor benefit under the
Excess Plan is not paid in a lump
sum, the amount that would have been
payable to such spouse if the
survivor benefit under the Excess
Plan had been paid in a lump sum;
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D = the present value of the survivor
benefit payable under the TNC SERP,
if any; and
E = the present value of the survivor
benefit payable under any Other
Retirement Arrangement, if any.
"Present value" is determined using the actuarial factors then in effect under
the Retirement Plan to calculate lump sums or, if applicable, the factors under
ss. 2.13(b).
(d) Lump Sum for Non-Spouse Beneficiary. If the survivor
benefit is payable to a non-spouse beneficiary, it will be calculated in the
same manner as the survivor benefit under ss. 4.3(c) by substituting the
non-spouse beneficiary for the spouse except that the conversion to a 100% joint
and survivor annuity in Step Three and to an actuarially equivalent lump sum
under Steps Four and Five of ss. 4.3(c) will be based on the assumption that the
beneficiary is the same age as the Participant.
(e) Timing. The survivor benefit payable under this ss. 4.3
will be paid to a deceased Participant's spouse or beneficiary as soon as
practicable after the Participant's death.
(f) No Post-Retirement Survivor Benefits. No survivor benefit
will be paid on behalf of a Participant who dies after he or she begins
receiving benefits under this Plan except to the extent such survivor benefit is
payable under the form of benefit being paid to the Participant at his or her
death.
(g) Special Survivor Benefits. Any Special Survivor Benefits
payable on behalf of a deceased Participant will be paid to such person, in such
amount, at such time and in such form as described in Exhibit D to this Plan
except to the extent such benefit expressly provides for payment in accordance
with ss. 4 of this Plan.
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ss. 5.
OTHER RETIREMENT ARRANGEMENT BENEFIT
If a Participant who is eligible for an Other Retirement Arrangement
Benefit terminates employment with SunTrust and all Affiliates on or after such
Participant's Vested Date for such benefit, his or her eligibility for and the
form, amount and timing of the Other Retirement Arrangement Benefit, if any, to
which such Participant is entitled and the eligibility for and the form, amount
and timing of any survivor benefits payable on such Participant's behalf under
such Other Retirement Arrangement shall be determined under the terms of such
Other Retirement Arrangement except to the extent that such arrangement
expressly provides for payment in accordance with ss. 4 of this Plan.
ss. 6.
RELEASE, NO COMPETITION AND FORFEITURE
The Committee, in its sole discretion, may make any payments under this
Plan subject to such terms and conditions as the Committee deems appropriate
under the circumstances to protect the interests of SunTrust, including
requiring the payee to execute a release satisfactory to the Committee. Further,
the Committee in its discretion may suspend any benefits payable under this Plan
upon reemployment with SunTrust or an Affiliate and may forfeit entirely any
benefits payable under this Plan
(a) if an individual (after 30 days' written notice) fails to
cease any activity or relationship which the Committee reasonably
determines to be against the best interests of SunTrust,
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(b) if an individual's employment by SunTrust or an Affiliate
is terminated as a result of conduct which the Committee reasonably
determines either might have violated any applicable civil or criminal
law or did violate the code of conduct for officers and employees of
SunTrust or such Affiliate, or
(c) if an individual institutes any action against SunTrust or
an Affiliate. Forfeiture under this ss. 6 shall be in addition to any other
remedies which may be available to SunTrust or an Affiliate at law or in equity.
This ss. 6 shall not apply to any Participant to whom ss.13 applies.
ss. 7.
SOURCE OF BENEFIT PAYMENTS
All benefits payable under the terms of this Plan shall be paid by
SunTrust from its general assets. No person shall have any right or interest or
claim whatsoever to the payment of a benefit under this Plan from any person
whomsoever other than SunTrust, and no Participant or beneficiary shall have any
right or interest whatsoever to the payment of a benefit under this Plan which
is superior in any manner to the right of any other general and unsecured
creditor of SunTrust.
ss. 8.
NOT A CONTRACT OF EMPLOYMENT
Participation in this Plan does not grant to any individual the right
to remain an employee of SunTrust or any Affiliate for any specific term of
employment or in any specific capacity or at any specific rate of compensation.
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ss. 9.
NO ALIENATION OR ASSIGNMENT
A Participant, a spouse or a beneficiary under this Plan shall have no
right or power whatsoever to alienate, commute, anticipate or otherwise assign
at law or equity all or any portion of any benefit otherwise payable under this
Plan, and SunTrust shall have the right, in the event of any such action, to
suspend temporarily or terminate permanently the payment of benefits to, or on
behalf of, any Participant, spouse or beneficiary who attempts to do so.
ss. 10.
ERISA
SunTrust intends that this Plan come within the various exceptions and
exemptions to ERISA for a plan maintained for a "select group of management or
highly compensated employees" as described in ERISA ss.ss. 201(2), 301(a) (3),
and 401(a) (1), and any ambiguities in this Plan shall be construed to effect
that intent.
ss. 11.
ADMINISTRATION, AMENDMENT AND TERMINATION
The Committee shall have all powers necessary to administer this Plan,
to amend this Plan from time to time in any respect whatsoever and to terminate
this Plan at any time; provided, however, that any such amendment or termination
shall not be applied retroactively to deprive a Participant of benefits accrued
under this Plan to the date of such amendment or termination. The Committee also
shall have the power to delegate the exercise of all or any part of such powers
to such other person or persons as the Committee deems appropriate under the
circumstances. This Plan shall be binding on any successor in interest to
SunTrust.
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ss. 12.
CONSTRUCTION
The headings and subheadings set forth in this Plan are intended for
convenience only and have no substantive meaning whatsoever. In the construction
of this Plan, the singular shall include the plural. This Plan will be construed
in accordance with the laws of the State of Georgia.
ss. 13.
CHANGE IN CONTROL
13.1 Purpose. The purpose of this ss. 13 is to provide for an increase
in the SERP Benefit payable under this Plan to a Participant who is adversely
affected by a Change in Control of SunTrust and thus to encourage each
Participant to continue to work for SunTrust in the face of a possible Change in
Control and to continue while doing so to act in the best interests of SunTrust
and its shareholders.
13.2 Definitions. The following terms shall have the meaning set forth
opposite such terms for purposes of this ss. 13:
(a) Affiliate - means as of any date any organization which is
a member of a controlled group of corporations (within the meaning of Code ss.
414(b)) which includes SunTrust or a controlled group of trades or businesses
(within the meaning of Code ss. 414(c)) which includes SunTrust.
(b) Change in Control - means a "change in control" of
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 ("34 Act") as in effect on November 14, 1989, provided that such a
change in control shall be deemed to have occurred at such time as (i) any
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"person" (as that term is used in Sections 13(d) and 14(d) (2) of the 34 Act),
is or becomes the beneficial owner (as defined in Rule 13d-3 under the 34 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 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 SunTrust
approve any merger, consolidation or share exchange as a result of which the
common stock of SunTrust shall be changed, converted or exchanged (other than a
merger with a wholly-owned subsidiary of SunTrust) or 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; provided, however, and not withstanding
the occurrence of any of the events previously described in this definition,
that no "change in control" shall be deemed to have occurred under this
definition if, prior to such time as a "change in control" would otherwise be
deemed to have occurred under this definition, the Board determines otherwise.
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(c) Termination for Cause - means a termination of employment
which is made primarily because of (i) the "willful" and continued failure of a
Participant to perform satisfactorily the duties consistent with such
Participant's title and position reasonably required of him or her by the Board
or supervising management (other than by reason of his or her incapacity due to
a physical or mental illness) after a written demand for substantial performance
of such duties is delivered to such Participant by the Board or supervising
management, where such written demand shall specifically identify the manner in
which the Board or supervising management believes such Participant has failed
to satisfactorily perform his or her duties and where no act or failure to act
shall be deemed "willful" under this definition unless done, or omitted to be
done, not in good faith and without a reasonable belief that the act or omission
was in the best interests of SunTrust or any Affiliate, (ii) the commission by a
Participant of a felony, or the perpetration by a Participant of a dishonest act
or common law fraud against SunTrust or any Affiliate or (iii) any other willful
act or omission which is materially injurious to the financial condition or
business reputation of SunTrust or any Affiliate.
(d) Termination for Good Reason - means a termination made
primarily because of (i) a failure to elect or reelect or to appoint or to
reappoint a Participant to, or the removal of a Participant from, the position
which he or she held with SunTrust or any Affiliate on the date of a Change in
Control, (ii) a substantial change by the Board or supervising management in a
Participant's functions, duties or responsibilities, which change would cause
such Participant's position with SunTrust or any Affiliate to become of less
dignity, responsibility, importance or scope than the position held by the
Participant on the date of a Change in Control or (iii) a substantial
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reduction of a Participant's annual compensation from the level in effect on the
date of a Change in Control or from any level established thereafter with the
consent of such Participant.
13.3 Application. This ss. 13 shall apply to a Participant if
(a) there is a Change in Control of SunTrust,
(b) such Participant's employment with SunTrust or any
Affiliate terminates (other than by reason of a transfer between or among
SunTrust and any Affiliate) at any time before the third anniversary of the date
of such Change in Control, and
(c) such termination of the Participant's employment is either
(i) involuntary on the part of the Participant and
does not result from his or her death or disability (as
defined in Code ss. 22(e) (3)) and does not constitute a
Termination for Cause, or
(ii) voluntary on the part of the Participant and
constitutes a Termination for Good Reason.
13.4 Benefit Calculation and Payment.
(a) SERP Benefit. If this ss. 13 applies to a Participant, his
or her SERP Benefit shall be calculated and paid in accordance with the
following special rules--
(1) such Participant's SERP Average Compensation
shall be treated as his or her highest SERP Compensation for any 12
consecutive month period during the 60 consecutive month period which
ends immediately before the termination of such Participant's
employment which is described in ss. 13.3.
(2) such Participant's SERP Service automatically
shall be increased by the lesser of
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(i) 36 full months or
(ii) the number of months between his or her
Retirement Date and the date of the termination of his or her
employment which is described in ss. 13.3.
(3) such Participant's Vested Date shall mean
the first date this ss.13 applies to him or her.
(4) such Participant's entire SERP benefit under this
Plan (as calculated after taking into account the special rules set
forth in ss. 13.4(a) (1) through ss. 13.4(a) (3)) shall be paid to him
in a lump sum as soon as practicable after the termination of his
employment described in ss. 13.3, and the actuarial equivalent factors
used to compute such lump sum shall be the actuarial equivalent factors
in effect under the Retirement Plan on the date of the Change in
Control or, if more favorable to the Participant, the factors in effect
under the Retirement Plan (or any successor to such plan) as in effect
as of the date of the termination of his or her employment described in
ss. 13.3; provided, however, that a lump sum benefit payable to a
Participant designated in Exhibit B shall be calculated (after taking
into account the special rules set forth in ss. 13.4(a)(1) through ss.
13.4(a)(3)) in accordance with ss. 2.13(b) and; further provided, that
if such termination of employment comes before the date the Participant
reaches age 60, the lump sum payment called for under this ss. 13.4(a)
(4) shall be reduced by .25% of such benefit for each full calendar
month that the actual payment of such benefit precedes the month in
which the Participant will reach age 60.
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(b) Welfare Benefit.
(1) If this ss. 13 applies to a Participant, such
Participant's Welfare Benefit (as defined in ss. 13.4(b) (2)) shall
continue to be provided to the Participant in accordance with the
following rules--
(i) unless, and until, the Participant
otherwise expressly consents in writing, his or her Welfare
Benefit shall continue in effect under exactly the same terms
and conditions as in effect on his or her Applicable Date,
which date shall be either the day before (A) the date of the
termination of his or her employment which is described in ss.
13.3 or (B) if all, or any part of, his or her Welfare Benefit
is reduced at any time during the one year period immediately
before the date of such termination of his or her employment
and such reduction did not apply to all, or substantially all,
employees of SunTrust and its Affiliates, the date any such
reduction first became effective, whichever date is
applicable,
(ii) such Welfare Benefit shall continue
throughout the two consecutive year period immediately
following the date of the termination of the Participant's
employment which is described in ss. 13.3 as if he or she
remained an active employee throughout such period unless the
Participant reaches age 65 during such two year period, in
which event SunTrust shall have the right to prospectively
adjust his or her Welfare Benefit for the remainder of such
two year period to the extent such benefit would have been
adjusted (under the terms and conditions of the Welfare
Benefit as in effect on the Applicable Date) if the
Participant had retired as
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a SunTrust employee after the end of the calendar month which
includes the date he or she reaches age 65,
(iii) if participant contributions are
required as a condition to receive a Welfare Benefit, the
Participant shall be required to continue to make such
contributions (at the rates called for on the Applicable Date
for the level of the Welfare Benefit provided in accordance
with ss. 13.4(b)(l)(ii)); provided, however, (A) if a
Participant fails to make any such required contributions for
any part of his or her Welfare Benefit, SunTrust shall have
the right to terminate only such part of his or her Welfare
Benefit and, further, shall have that right only after
following all of the policies and procedures for such a
termination which would have been followed on the Applicable
Date for such a termination and (B) if a Participant makes the
contributions required as a condition to participate in any
plan, fund or program which is maintained by SunTrust or an
Affiliate and the benefits paid under such plan, fund or
program can reduce or offset a Welfare Benefit under ss.
13.4(b)(l)(iv), the Participant shall have the right to reduce
the contributions required under this ss. 13.4(b)(l)(iii) by
the contributions he or she makes as a condition to
participate in such other plan, fund or program, and
(iv) if a Participant or one of his or her
dependents elects health care continuation coverage under Code
ss. 4980B or any successor to such section or elects retiree
coverage under any plan, fund or program maintained by
SunTrust or an Affiliate which provides welfare benefits (as
defined in ss. 3(l) of ERISA) ("COBRA or Retiree Coverage") or
a Participant is covered under a plan, fund or
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program which provides Welfare Plan type benefits and which is
maintained by a person who employs him or her after the date
described in ss. 13.3 on which such Participant's employment
terminates ("Other Employer Plan Coverage") and a Welfare
Benefit is payable for precisely the same reason as a benefit
under such COBRA or Retiree Coverage or Other Employer Plan
Coverage, the Participant shall have the duty to so advise
SunTrust in writing (in accordance with such reasonable rules
as SunTrust shall establish and clearly communicate in writing
to the Participant) and SunTrust shall have the right to apply
the coordination of benefit rules, if any, to which the
payment of such Welfare Benefit would be subject based on the
coverage provided under ss. 13.4(b)(l)(ii) or, if there are no
such coordination of benefit rules, to offset such Welfare
Benefit by the corresponding benefit paid under such COBRA or
Retiree Coverage or Other Employer Plan Coverage; provided, if
the two benefits are paid in different benefit payment forms,
SunTrust shall compute such offset using fair and reasonable
actuarial assumptions.
(2) The term "Welfare Benefit" for purposes of this
ss. 13.4(b) shall mean all the benefits available under or through
(i) any life insurance contract or
contracts maintained by SunTrust or an Affiliate which cover
the Participant,
(ii) any plan, fund or program maintained by
SunTrust or an Affiliate which provides medical, dental and
vision care benefits (or any one, or more than one, of such
benefits) to the Participant or to the Participant and his or
her dependents, and
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(iii) any plan, fund or program maintained
by SunTrust or an Affiliate which provides long term
disability benefits or disability related benefits to, or on
behalf of, the Participant.
13.5 No Amendment. If there is a "Change in Control" of SunTrust, no
amendment shall be made to this Plan thereafter which would adversely affect in
any manner whatsoever the benefit payable under this ss. 13 to any Participant
absent the express written consent of all Participants who might be adversely
affected by such amendment if this ss. 13 were, or could become, applicable to
such Participants, and SunTrust intends that each Participant rely on the
protections which SunTrust intends to provide through this ss. 13.5.
13.6 Denial of Claim for Benefits. If this ss. 13 applies to a
Participant and such Participant's claim for a benefit under this Plan is denied
in whole or in part, SunTrust shall reimburse such Participant for any
reasonable legal fees and related expenses, any court costs and any other
reasonable litigation and litigation support related fees or expenses which the
Participant actually incurs in challenging any such denial if either the
Committee or a court (in a final and nonappealable order) determines that the
Participant incurred such fees and expenses in good faith and that the
Participant's challenge was based on material and bona fide issue of fact or law
without regard to whether the challenge ultimately is resolved in favor of the
Participant. Furthermore, if any such reimbursement is treated as taxable income
to the Participant, SunTrust in addition shall indemnify and hold the
Participant harmless from any tax liability of any kind or description
whatsoever attributable to such reimbursement, including any interest and
penalties.
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ss. 14.
EXECUTION
IN WITNESS WHEREOF, SunTrust has caused this amended and restated
Plan to be executed by its duly authorized officers to evidence its adoption
hereof.
SUNTRUST BANKS, INC.
By:____________________________
Title:__________________________
Date:__________________________
(SEAL)
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EXHIBIT A
TO THE SUNTRUST BANKS, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
The following arrangements hereby are attached to and incorporated
into this Plan as Other Retirement Arrangements:
1. SERA between James H. Robinson and Sun Banks/South Florida,
National Association dated November 21, 1984.
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EXHIBIT B
TO THE SUNTRUST BANKS, INC.
SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN
The following executives are entitled to the special lump sum
calculation described in ss. 2.13(b):
James B. Williams
John W. Spiegel
Edward P. Gould
L. Phillip Humann
Robert R. Long
John W. Clay, Jr.
Theodore J. Hoepner
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EXHIBIT C
TO THE SUNTRUST BANKS, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
SERP COMPENSATION
Employee elective deferrals under the following plans will be included in SERP
Compensation:
1. SunTrust Employee Benefit Plan,
2. SunTrust Banks, Inc. 401(k) Plan,
3. SunTrust Banks, Inc. 401(k) Excess Plan,
4. Any "management incentive plan" maintained by
SunTrust or an Affiliate and
5. Any "performance unit plan" maintained by SunTrust
or any Affiliate.
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EXHIBIT D
TO THE SUNTRUST BANKS, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
SPECIAL SURVIVOR BENEFITS
The following survivor benefit arrangements hereby are
attached to and incorporated into this Plan as Special Survivor Benefits:
1. Preretirement Survivor Benefit for Mr. David Ramsay
and Mr. Robert Sudderth effective as of October 15, 1987.
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ATTACHMENT 1 TO EXHIBIT D OF THE
SUNTRUST BANKS, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
PRERETIREMENT SURVIVOR BENEFITS FOR
FORMER TNC SERP PARTICIPANTS
Notwithstanding any contrary provision, a preretirement survivor
benefit will be payable on behalf of Mr. David Ramsay or Mr. Robert Sudderth if
such individual dies before his 65th birthday, to the person, if any, who is his
lawful spouse and who survives him which benefit will be equal to the death
benefit which would have been payable to such individual's spouse under ss. 4.1
of the TNC SERP as in effect before October 15, 1987 and such survivor benefit
will be paid to such surviving spouse at the same time and in the same form as
provided under ss. 4.1 of the TNC SERP unless the Committee approves the payment
of the benefit in an actuarially equivalent lump sum (using the actuarial
factors then in effect under the Retirement Plan to make such conversion) as
soon as practicable after the death of the Participant.
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EXHIBIT E
TO THE SUNTRUST BANKS, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
THIRD NATIONAL CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
AS EFFECTIVE BEFORE OCTOBER 15, 1987
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AMENDMENT TO
SUNTRUST BANKS, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
COMPENSATION COMMITTEE
OF THE
BOARD OF DIRECTORS
SUNTRUST BANKS, INC.
November 10, 1998
The SunTrust Banks, Inc. Supplemental Retirement Plan, effective as of
August 13, 1996, is hereby amended, effective as of November 10, 1998, as set
forth below.
1. Section 4.3 of the Plan is hereby deleted and a new Section 4.3 is
added which reads as follows:
4.3 Survivor Benefit
(a) General. If a Participant who is eligible for a SERP benefit
(determined without regard to whether he or she is vested) dies before he or she
terminates employment with SunTrust and all affiliates and, as a result of such
Participant's death, a survivor benefit is payable under the Retirement Plan,
then a survivor income benefit automatically will be payable on such deceased
Participant's behalf under this Plan in the amount, form and timing described in
this Section 4.3. Such survivor benefit will be paid to the Participant's
designated beneficiary as specified, or, in the absence of such written
designation or its ineffectiveness, then to his estate.
IN WITNESS WHEREOF, SunTrust Banks, Inc. has caused this Amendment to be
executed by a duly authorized officer as of the day and year first above
written.
SUNTRUST BANKS, INC.
By: /s/ Mary T. Steele
----------------------------
Group Vice President
----------------------------
EXHIBIT 10.10
SUNTRUST BANKS, INC.
ERISA EXCESS RETIREMENT PLAN
EFFECTIVE AS OF AUGUST 13, 1996
TABLE OF CONTENTS
Page
ss.1. ESTABLISHMENT AND PURPOSE...........................................1
ss.2. DEFINITIONS.........................................................1
2.1. Actuarial Equivalent or Actuarially Equivalent.............1
2.2 Affiliate..................................................3
2.3. Code.......................................................3
2.4. Committee..................................................3
2.5. ERISA......................................................3
2.6. Excess Benefit.............................................3
2.7. Participant................................................4
2.8. Plan.......................................................4
2.9. Normal Retirement Date.....................................4
2.10. Retirement Plan............................................4
2.11. SunTrust...................................................4
2.12. Vested Date................................................4
ss.3. PARTICIPATION.......................................................4
ss.4. EXCESS BENEFIT......................................................5
4.1. Timing and Amount..........................................5
(a) Normal or Delayed Retirement Benefit..............5
(b) Early Retirement Benefit..........................5
(1) General..................................5
(2) Reductions...............................6
(c) Termination Before Vested Date....................6
4.2. Form of Benefit............................................6
(a) Normal Form.......................................6
(b) Other Benefit Forms...............................6
4.3. Survivor Benefit...........................................7
(a) General...........................................7
(b) Annuity Basis.....................................7
(1) Exhibit A................................7
(2) Other Participants.......................8
(3) Reductions and Assumptions...............8
(c) Form of Benefit...................................8
(d) Timing............................................9
(e) No Post-Retirement Survivor Benefits..............9
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ss.5. RELEASE, NO COMPETITION AND FORFEITURE..............................9
ss.6. SOURCE OF BENEFIT PAYMENTS.........................................10
ss.7. NOT A CONTRACT OF EMPLOYMENT.......................................10
ss.8. NO ALIENATION OR ASSIGNMENT........................................10
ss.9. ERISA..............................................................11
ss.10. ADMINISTRATION, AMENDMENT AND TERMINATION..........................11
ss.11. CONSTRUCTION.......................................................11
ss.12. EXECUTION..........................................................12
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<PAGE>
SUNTRUST BANKS, INC.
ERISA EXCESS RETIREMENT PLAN
EFFECTIVE AS OF AUGUST 13, 1996
ss. 1.
ESTABLISHMENT AND PURPOSE
SunTrust Banks, Inc. hereby establishes the SunTrust Banks, Inc. ERISA
Excess Retirement Plan effective as of August 13, 1996 to restore to certain key
executives of SunTrust and its Affiliates those retirement benefits that cannot
be paid from the SunTrust Banks, Inc. Retirement Plan as a result of the
limitations imposed by sections 401(a)(17) and 415 of the Internal Revenue Code
of 1986, as amended. Prior to August 13, 1996, such excess benefits were
provided under the SunTrust Banks, Inc. Supplemental Executive Plan, as amended
and restated as of February 13, 1990 and as thereafter amended.
ss. 2.
DEFINITIONS
The following capitalized terms will have the meanings set forth in
this ss. 2 whenever such capitalized terms are used throughout this Plan:
2.1. Actuarial Equivalent or Actuarially Equivalent - means a form of
benefit payment having in the aggregate a present value equal to the present
value of the aggregate amounts of benefits expected to be received under the
life only annuity form of benefit payment computed in accordance with the
actuarial assumptions then in effect under the Retirement Plan; provided,
however, that for purposes of calculating the amount of any benefit paid in a
lump sum to any
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Participant who is a "grandfathered participant" as defined in the Retirement
Plan and to any spouse or beneficiary who is a "grandfathered spouse or
beneficiary" as defined in the Retirement Plan shall be equal to the sum of A
and B below, where
A = The greater of 1 or 2 below, where
1= The amount of the monthly benefit determined under
Section 2.6 or Section 4.3(a), as applicable, based
on the benefit accrued under the Retirement Plan as
of the commencement date, reduced for early
commencement, if applicable, and converted to a lump
sum using the assumptions used under the Retirement
Plan to determine lump sums other than for the
"grandfathered benefit" (as defined in the Retirement
Plan) and
2= The amount of the monthly benefit determined under
Section 2.6 or Section 4.3(a), as applicable, based
on the benefits accrued under the Retirement Plan as
of December 31, 1995, reduced for early commencement,
if applicable, and converted to a lump sum using the
assumptions used under the Retirement Plan to
determine a lump sum for the "grandfathered benefit."
B = The excess of 1 over 2 below, where
1= The lump sum that would be payable from the
Retirement Plan absent the application of the lump
sum limitations under Code ss. 415.
2= The maximum lump sum payable from the Retirement Plan
after the application of the lump sum limitations
under Code ss. 415.
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2.2 Affiliate - means an "affiliate" as defined in the Retirement Plan.
2.3. Code - means the Internal Revenue Code of 1986, as amended.
2.4. Committee - means the Compensation Committee of the Board of
Directors of SunTrust.
2.5. ERISA - means the Employee Retirement Income Security Act of 1974,
as amended.
2.6. Excess Benefit - means as of any date for each Participant, a
monthly benefit payable in the form of a life only annuity equal to (A - B) - C
where
A= the monthly benefit payable in the form of a life
only annuity which actually would have been payable
to or on behalf of such Participant under the
Retirement Plan as of such date absent the
limitations of Code ss. 415 and Code ss. 401(a) (17),
but including any early commencement reduction
factors which would be applicable if payment were
made under the Retirement Plan as of such date and
the annual compensation limitation, if any, described
in Exhibit A;
B= the monthly benefit which actually would be payable
in the form of a life only annuity to or on behalf of
such Participant under the Retirement Plan if payment
were made as of such date; and
C= the monthly TNC SERP Benefit (as defined in the
SunTrust Banks, Inc. Supplemental Executive
Retirement Plan), if any, which actually would be
payable to such Participant if payment were made as
of such date to such
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Participant under the SunTrust Banks, Inc.
Supplemental Executive Retirement Plan.
2.7. Participant - means each key executive of SunTrust or an Affiliate
described in ss. 3.
2.8. Plan - means this SunTrust Banks, Inc. ERISA Excess Retirement
Plan, as amended (or as amended and restated) from time to time.
2.9. Normal Retirement Date - means for each Participant, his or her
"normal retirement date" under the Retirement Plan.
2.10. Retirement Plan - means the SunTrust Banks, Inc. Retirement Plan
as effective as amended and restated as of January 1, 1989 and as thereafter
amended.
2.11. SunTrust - means SunTrust Banks, Inc. or any successor to
SunTrust Banks, Inc.
2.12. Vested Date - means a Participant's "vested date" under the
Retirement Plan.
ss. 3.
PARTICIPATION
Each key executive of SunTrust or an Affiliate who is designated by the
Committee as eligible for Excess Benefits under this Plan will be a Participant
in this Plan and will remain a Participant until all such benefits are paid to
or on behalf of such Participant in accordance with ss. 4 or forfeited in
accordance with ss. 5. The Committee in its absolute discretion may revoke any
designation of participation at any time but no such revocation shall be applied
retroactively to deprive an individual of benefits accrued under this Plan to
the date of such revocation.
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<PAGE>
ss. 4.
EXCESS BENEFIT
4.1. Timing and Amount.
(a) Normal or Delayed Retirement Benefit. If a Participant
terminates employment with SunTrust and all Affiliates on or after such
Participant's Normal Retirement Date, the entire vested benefit, if any, to
which such Participant is entitled under this Plan automatically will be paid to
such Participant in the form described in ss. 4.2 beginning as soon as
practicable following the date such Participant terminates employment with
SunTrust and all Affiliates.
(b) Early Retirement Benefit.
(1) General. If a Participant terminates employment
with SunTrust and all Affiliates on or after such Participant's Vested
Date but before his or her Normal Retirement Date, such Participant's
entire vested Excess Benefit, if any, will be determined (taking into
account the reductions under ss. 4.1(b)(2)) as of the date he or she
terminates employment. Such benefit automatically will be paid to such
Participant beginning as of the first day of the month coinciding with
or next following the date he or she terminates employment; however,
(i) if a Participant terminates employment after his or her Vested Date
but before his or her earliest "early retirement date" under the
Retirement Plan, payment automatically will be made at his or her
earliest "early retirement date" under the Retirement Plan and (ii) if
a Participant is eligible for a "disability retirement benefit" (as
described in the Retirement Plan), payment
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<PAGE>
automatically will be paid or begin to be paid at the same time as his
or her disability retirement benefit under the Retirement Plan.
(2) Reductions. The Excess Benefit, if any, payable
to a Participant before his or her Normal Retirement Date will be
determined as if such Participant's benefit under the Retirement Plan
was payable on the date as of which his or her Excess Benefit is paid
under ss. 4.1(b)(1) taking into account applicable early commencement
reduction factors under the Retirement Plan.
(c) Termination Before Vested Date. No benefit will be payable
to or on behalf of a Participant who terminates employment with SunTrust and all
Affiliates before his or her Vested Date.
4.2. Form of Benefit
(a) Normal Form. Except as provided in ss. 4.2(b), a
Participant's vested Excess Benefit will be paid in a lump sum benefit which is
Actuarially Equivalent to the benefit that would have been paid to such
Participant in the form of a life only annuity.
(b) Other Benefit Forms. A Participant may make a written
election to have his or her entire vested Excess Benefit paid in any form of
benefit available under the Retirement Plan and such Excess Benefit shall be
paid in the form specified in the Participant's most recent election; provided,
however, that such an election shall not be effective unless made at least one
year before his or her Excess Benefit is paid under this Plan. If an election is
not effective, the Excess Benefit shall be paid in a lump sum. Any benefit paid
in a form other than a life only annuity shall be Actuarially Equivalent to the
benefit that would have been paid to such Participant in the form of a life only
annuity.
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<PAGE>
4.3. Survivor Benefit
(a) General. If a Participant dies before he or she terminates
employment with SunTrust and all Affiliates and, as a result of his or her
death, a survivor benefit is payable on behalf of such individual under the
Retirement Plan, then a survivor income benefit automatically will be payable on
such deceased Participant's behalf under this Plan to the person, if any, who is
such Participant's lawful spouse or, if the Participant was single at his or her
death, to the person who is designated as his or her "beneficiary" under the
Retirement Plan and who survives the Participant.
(b) Annuity Basis.
(1) Exhibit A. For all Participants listed on Exhibit
A, the survivor benefit payable under this Plan shall be equivalent to
the excess of A over B below, where
A= the monthly survivor benefit that would be payable to
such spouse or would form the basis for the benefit
payable to such beneficiary under the Retirement Plan
if the benefit under the Retirement Plan was not
limited by Code ss. 401(a)(17) or ss. 415 and the
Participant had selected a 100% joint and survivor
annuity which is Actuarially Equivalent to the life
only annuity and
B= the monthly survivor benefit that actually would be
payable to the spouse or would form the basis for the
benefit payable to such beneficiary under the
Retirement Plan if the benefit had been paid in a
100% joint and survivor annuity taking into account
the limitations under Code ss. 401(a)(17) and ss.
415.
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<PAGE>
(2) Other Participants. For all other Participants,
the survivor benefit payable under this Plan shall be equivalent to the
excess of A over B below, where
A= the monthly survivor benefit that would be payable to
such spouse or would form the basis for the benefit
payable to such beneficiary under the Retirement Plan
if the benefit under the Retirement Plan was not
limited by Code ss. 401(a)(17) or ss. 415 and
B= the monthly survivor benefit that actually would be
payable to such spouse or would form the basis for
the benefit payable to such beneficiary under the
Retirement Plan taking into account the limitations
under Code ss. 401(a)(17) and ss. 415.
(3) Reductions and Assumptions. If the survivor
benefit is paid before the date the Participant would have reached his
or her Normal Retirement Date, the benefit described in this ss. 4.3(b)
above will be reduced using the factors then in effect to reduce early
retirement benefits under the Retirement Plan. Further, any survivor
benefit payable under this ss. 4.3 shall be reduced by the Actuarial
Equivalent value of any survivor benefits payable to a Participant
under a Special Survivor Benefit under the SunTrust Banks, Inc.
Supplemental Executive Retirement Plan. Finally, a survivor benefit
payable to a non-spouse beneficiary will be calculated based on the
assumption that the beneficiary is the same age as the Participant was
at his or her death.
(c) Form of Benefit. The survivor benefit will be paid in a
lump sum that is Actuarially Equivalent to the monthly benefit determined under
4.3(b).
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<PAGE>
(d) Timing. The survivor benefit will be paid as soon as
practicable after the Participant's death.
(e) No Post-Retirement Survivor Benefits. No survivor benefit
will be paid on behalf of a Participant who dies after he or she begins
receiving benefits under this Plan except to the extent such survivor benefit is
payable under the form of benefit being paid to the Participant at his or her
death.
ss. 5.
RELEASE, NO COMPETITION AND FORFEITURE
The Committee, in its sole discretion, may make any payments under this
Plan subject to such terms and conditions as the Committee deems appropriate
under the circumstances to protect the interests of SunTrust, including
requiring the payee to execute a release satisfactory to the Committee. Further,
the Committee in its discretion may suspend any benefits payable under this Plan
upon reemployment with SunTrust or an Affiliate and may forfeit entirely any
benefits payable under this Plan
(a) if an individual (after 30 days' written notice) fails to
cease any activity or relationship which the Committee reasonably determines to
be against the best interests of SunTrust,
(b) if an individual's employment by SunTrust or an Affiliate
is terminated as a result of conduct which the Committee reasonably determines
either might have violated any applicable civil or criminal law or did violate
the written code of conduct for officers and employees of SunTrust or such
Affiliate, or
(c) if an individual institutes any action against SunTrust or
an Affiliate.
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<PAGE>
Forfeiture under this ss. 5 shall be in addition to any other remedies which may
be available to SunTrust or an Affiliate at law or in equity.
ss. 6.
SOURCE OF BENEFIT PAYMENTS
All benefits payable under the terms of this Plan shall be paid by
SunTrust from its general assets. No person shall have any right or interest or
claim whatsoever to the payment of a benefit under this Plan from any person
whomsoever other than SunTrust, and no Participant or beneficiary shall have any
right or interest whatsoever to the payment of a benefit under this Plan which
is superior in any manner to the right of any other general and unsecured
creditor of SunTrust.
ss. 7.
NOT A CONTRACT OF EMPLOYMENT
Participation in this Plan does not grant to any individual the right
to remain an employee of SunTrust or any Affiliate for any specific term of
employment or in any specific capacity or at any specific rate of compensation.
ss. 8.
NO ALIENATION OR ASSIGNMENT
A Participant, a spouse or a beneficiary under this Plan shall have no
right or power whatsoever to alienate, commute, anticipate or otherwise assign
at law or equity all or any portion of any benefit otherwise payable under this
Plan, and SunTrust shall have the right, in the event of any such action, to
suspend temporarily or terminate permanently the payment of benefits to, or on
behalf of, any Participant, spouse or beneficiary who attempts to do so.
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<PAGE>
ss. 9.
ERISA
SunTrust intends that this Plan come within the various exceptions and
exemptions to ERISA for a plan maintained for a "select group of management or
highly compensated employees" as described in ERISA ss.ss. 201(2), 301(a) (3),
and 401(a) (1), and any ambiguities in this Plan shall be construed to effect
that intent.
ss. 10.
ADMINISTRATION, AMENDMENT AND TERMINATION
The Committee shall have all powers necessary to administer this Plan,
to amend this Plan from time to time in any respect whatsoever and to terminate
this Plan at any time; provided, however, that any such amendment or termination
shall not be applied retroactively to deprive a Participant of benefits accrued
under this Plan to the date of such amendment or termination. The Committee also
shall have the power to delegate the exercise of all or any part of such powers
to such other person or persons as the Committee deems appropriate under the
circumstances. This Plan shall be binding on any successor in interest to
SunTrust.
ss. 11.
CONSTRUCTION
The headings and subheadings set forth in this Plan are intended for
convenience only and have no substantive meaning whatsoever. In the construction
of this Plan, the singular shall include the plural. This Plan will be construed
in accordance with the laws of the State of Georgia.
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<PAGE>
ss. 12.
EXECUTION
IN WITNESS WHEREOF, SunTrust has caused this amended and restated
Plan to be executed by its duly authorized officers to evidence its adoption
hereof.
SUNTRUST BANKS, INC.
By:______________________
Title:___________________
Date:____________________
(SEAL)
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<PAGE>
EXHIBIT A
TO THE SUNTRUST BANKS, INC.
ERISA EXCESS RETIREMENT PLAN
The following individuals shall have their survivor benefit, if
any, calculated under ss. 4.3(b)(1) of the Plan:
<TABLE>
<S> <C> <C> <C>
James B. Williams Jack E. Hartman Jean G. Smith
L. Phillip Humann John P. Hashagen John M. Stewart
John W. Spiegel Robert M. Horton Robert J. Sudderth, Jr.
John W. Clay, Jr. James H. Kimbrough Donald W. Thurmond
Theodore J. Hoepner George W. Koehn Peter P. Walczuk
Robert R. Long Robert B. Lochrie, Jr. Robert C. Whitehead
Thomas G. Ash Larry D. Mauldin Jimmy O. Williams
Robert D. Bishop Charles W. McPherson E. Jenner Wood, III
Lynn M. Cambest Carl F. Mentzer Edward Andrews
Robert H. Coords Christopher R. Narvaez W. Moses Bond
William H. Davison William P. O'Halloran Thomas J. Bowers
Hunting F. Deutsch Whitney C. O'Keeffe Clyde O Draughon
Edward C. Duncan, Jr. Robert C. Petty C. Linden Longino, Jr.
Raymond D. Fortin Douglas S. Phillips Thomas H. Morris, Jr.
Samuel O. Franklin, III Jack G. Prevost William H. Swicord
Charles B. Ginden James H . Robinson
Anthony R. Gray William J. Serravezza
</TABLE>
Further, compensation taken into account for computing the Excess
Benefit payable to the following individuals may not exceed $235,840 per year:
Thomas G. Ash Carl F. Mentzer
Robert D. Bishop Christopher R. Narvaez
Lynn M. Cambest William P. O'Halloran
Robert H. Coords Robert C. Petty
William H. Davison Douglas S. Phillips
Hunting F. Deutsch Jack G. Prevost
Edward C. Duncan, Jr. James H. Robinson
Raymond D. Fortin William J. Serravezza
Samuel O. Franklin, III Jean G. Smith
Anthony R. Gray John M. Stewart
Jack E. Hartman Robert J Sudderth, Jr.
John P. Hashagen Donald W. Thurmond
James H. Kimbrough Peter P. Walczuk
George W. Koehn Robert C. Whitehead
Robert B. Lochrie, Jr. Jimmy O. Williams
Larry D. Mauldin E. Jenner Wood, III
Charles W. McPherson
<PAGE>
AMENDMENT TO
SUNTRUST BANKS, INC.
ERISA EXCESS RETIREMENT PLAN
COMPENSATION COMMITTEE
OF THE
BOARD OF DIRECTORS
SUNTRUST BANKS, INC.
November 10, 1998
The SunTrust Banks, Inc. ERISA Excess Retirement Plan (the "Plan") is
hereby amended, effective as of November 10, 1998, as set forth below.
1. 4.3 of the Plan is hereby deleted and a new Section 4.3 is added
which reads as follows:
4.3 Survivor Benefit
(a) General. If a Participant dies before he or she terminates employment
with SunTrust and all affiliates and, as a result of his or her death, a
survivor benefit is payable on behalf of such individual under the Retirement
Plan, then a survivor income benefit automatically will be payable on such
deceased Participant's behalf under this Plan to the person who is such
Participant's designated beneficiary as specified, or, in the absence of such
written designation or in its ineffectiveness, then to his estate.
IN WITNESS WHEREOF, SunTrust Banks, Inc. has caused this Amendment to be
executed by a duly authorized officer as of the day and year first above
written.
SUNTRUST BANKS, INC.
By: /s/ Mary T. Steele
--------------------------
Group Vice President
--------------------------
EXHIBIT 10.11
SUNTRUST BANKS, INC. PERFORMANCE UNIT PLAN
Amended and Restated as of August 11, 1998
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 a
pre-established goal for the Corporation's profits.
Section 2. Effective Date, Term and Amendments
The effective date of the amended and restated Plan shall be November
8, 1994, and the amended and restated Plan shall apply to all awards granted on
or after such date. 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
November 7, 1994 shall continue in effect for awards granted on or before such
date.
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.
<PAGE>
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 16b-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 calendar year the Chief Executive
Officer and the four other 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 calendar year.
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 ("34 Act") as in effect on the effective date of this Plan, 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 34
Act), is or becomes the beneficial owner (as defined in Rule 13d-3 under the 34
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 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 merger, consolidation or share
exchange as a result of which the common stock of the Corporation shall be
changed, converted or exchanged (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 merger or consolidation to which the Corporation is a party or a share
exchange in which the Corporation shall exchange its shares for shares of
another corporation as a result of which the persons who were shareholders of
the Corporation 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,
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<PAGE>
consolidation or share exchange; provided, however, and notwithstanding the
occurrence of any of the events previously described in this definition, that no
"change in control" shall be deemed to have occurred under this definition if,
prior to such time as a "change in control" would otherwise be deemed to have
occurred under this definition, the Board determines otherwise.
8. "Earnings Per Share" means for each calendar year in each
Performance Measurement Cycle the diluted earnings per common share of the
Corporation 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.
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."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.
11."Grant Value" means the initial value assigned to a Performance Unit
as determined by the Committee.
12."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.
13."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.
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<PAGE>
14."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.
15."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.
16."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.
17."Plan" means the SunTrust Banks, Inc. Performance Unit Plan as
amended and restated in this document and all amendments thereto.
18."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 Participant in the Plan and the
denominator of which is the total number of months in that Performance
Measurement Cycle, multiplied by the Final Value of a Performance Unit.
19."Subsidiary" means any bank, corporation or entity which the
Corporation controls either directly or indirectly through ownership of fifty
percent (50%) or more of the total combined voting power of all classes of stock
of such bank, corporation or entity, except for such direct or indirect
ownership by the Corporation while the Corporation or a Subsidiary is acting in
a fiduciary capacity with respect to any trust, probate estate, conservatorship,
guardianship or agency.
20."Termination Value" means the value of a Performance Unit as
determined by the Committee, in its absolute discretion, upon the early
termination of a Performance Measurement Cycle or upon a Participant's
termination of Employment before the end of such a cycle, which value shall be
the basis for the payment of an award to a Participant, in accordance with
Sections 8(B), 8(C), 9(A) or 9(B) of the Plan based on the Participant's
Employment prior to his termination of Employment or the early termination of
such cycle.
B. In the construction of the Plan, the masculine shall
include the feminine and the singular shall include the plural in all instances
in which such meanings are appropriate. The Plan and all agreements executed
pursuant to the Plan shall be governed by the laws of Georgia.
4
<PAGE>
Section 4. Committee Responsibilities
A. The Committee may, from time to time, adopt rules and
regulations and prescribe forms and procedures for carrying out the purposes and
provisions of the Plan. The Committee shall have the final authority to select
Participants and to designate the number of Performance Units to be awarded to
each Participant. The Committee shall have the sole and final authority to
determine awards, designate the periods for Performance Measurement Cycles,
assign Performance Unit values, determine Performance Goals, and answer all
questions arising under the Plan, including questions on the proper construction
and interpretation of the Plan. Any interpretation, decision or determination
made by the Committee shall be final, binding and conclusive upon all interested
parties, including the Corporation and its Subsidiaries, Participants and other
employees of the Corporation or any Subsidiary, and the successors, heirs and
representatives of all such persons. The Committee shall use its best efforts to
ensure that awards to Covered Employees under the Plan qualify as
"performance-based compensation" for purposes of Section 162(m) of the Code.
B. Subject to the express provisions of the Plan and prior to the
beginning of a calendar year (or such later time as may be permitted for awards
paid for such year to be treated as performance-based compensation under Section
162(m)), the Committee shall:
1. Designate the period of consecutive calendar years for each
Performance Measurement Cycle which shall begin on the first day of such year.
2. Select the Participants for each such Performance Measurement Cycle.
3. Establish the Performance Goals for each such Performance
Measurement Cycle.
4. Designate the number of Performance Units to be awarded to each
Participant.
5. Assign a Grant Value to each Performance Unit and establish the
method of calculating the Final Value of each Performance Unit.
6. Authorize management (a) to notify each Participant that he has been
selected as a Participant, inform him of the number of Performance Units awarded
to him and the Performance Goal that has been established for such Performance
Measurement Cycle and (b) to obtain from him such agreements and powers and
designations of beneficiaries as it shall reasonably deem necessary for the
administration of the Plan.
5
<PAGE>
C. During any Performance Measurement Cycle, the Committee may if it
determines that it will promote the purpose of the Plan:
1. Select as additional Participants any key executive employees of the
Corporation and its Subsidiaries who have been hired, transferred or promoted
into a position eligible for participation in the Plan and may award Performance
Units to such Participants for such Performance Measurement Cycle. The
Performance Units awarded to any such Participant shall be subject to the same
restrictions, limitations, Performance Goals and other conditions as those held
by other Participants for the same Performance Measurement Cycle and their
participation may be made retroactive to the first day of such cycle; provided,
however, no Participant who is added will be paid an award for any calendar year
to the extent such payment, when added to all his other compensation for such
year, would be nondeductible under Section 162(m) of the Code.
2. Revoke the designation of an individual as a Participant under the
Plan, revoke the grant to a Participant of Performance Units subject to an
award, if any, under a specific Performance Measurement Cycle and authorize
management to inform him in writing of such revocation.
D. The Committee may revise the Performance Goals for any Performance
Measurement Cycle to the extent the Committee, in the exercise of its absolute
discretion, believes necessary to achieve the purpose of the Plan in light of
any unexpected or unusual circumstances or events, including but not limited to
changes in accounting rules, accounting practices, tax laws and regulations, or
in the event of mergers, acquisitions, divestitures, unanticipated increases in
Federal Deposit Insurance premiums, and extraordinary or unanticipated economic
circumstances; provided, however, no change will be effective for any
Participant who at the time of payment of the award is a Covered Employee, to
the extent the Committee determines that such change might make the amount of
the award to such Participant nondeductible under Section 162(m).
Section 5. Performance Units
The Committee shall determine the aggregate Grant Value (Grant Value
times the number of Performance Units) of the Performance Units awarded at the
date of grant to each Participant.
Section 6. Performance Goals
For each Performance Measurement Cycle, the Committee shall establish
one or more Performance Goals which shall determine individually or jointly the
Final Value of the Performance Units under each award for such cycle and which
shall be
6
<PAGE>
based on Net Income and/or Earnings Per Share. The Committee shall fix a minimum
Net Income objective and/or a minimum Earnings Per Share objective for the
cycle, and the Final Value of such units shall be equal to zero if actual Net
Income and/or actual Earnings Per Share fall below either or both the minimum
objectives, as established by the Committee. The Committee shall also fix a
maximum Net Income objective and/or Earnings Per Share objective and such other
Net Income and/or Earnings Per Share objectives which fall between the minimum
and maximum objectives as the Committee shall deem appropriate, with
corresponding Final Values for such units. Awards will be determined based upon
achieving or exceeding the Performance Goals set by the Committee. Awards are
determined by multiplying each Participant's number of Performance Units by the
Final Value. Straight line interpolation will be used to calculate the awards
when Net Income or Earnings Per Share fall between any two specified Net Income
or Earnings Per Share objectives, as applicable. No individual may receive an
award in excess of $1 million for any Performance Measurement Cycle.
Section 7. Payment of an Award
A. Upon completion of each Performance Measurement Cycle, the
Committee, or such persons as the Committee shall designate, shall determine in
accordance with Section 6 the extent to which the Performance Goals have been
achieved and authorize the cash payment of an award, if any, to each
Participant. Each award shall equal the Final Value of the Performance Units
times the number of the Performance Units awarded. The Committee shall review
and ratify the award determinations and shall certify such award determinations
in writing. Payment of awards shall be made as soon as practical after the
certification of awards by the Committee. Each award shall be paid in cash after
deducting the amount of applicable Federal, State, or Local withholding taxes of
any kind required by law to be withheld by the Corporation. All awards, whether
paid currently or paid under any plan which defers payment, shall be payable out
of the Corporation's general assets. Each Participant's claim, if any, for the
payment of an award, whether made currently or made under any plan which defers
payment, shall not be superior to that of any general and unsecured creditor of
the Corporation. If an error or omission is discovered in any of the
determinations, the Committee shall cause an appropriate equitable adjustment to
be made in order to remedy such error or omission.
B. Notwithstanding the terms of any award, the Committee in its sole
and absolute discretion, may reduce the amount of the award payable to any
Participant for any reason, including the Committee's judgment that the
Performance Goals have become an inappropriate measure of achievement, a change
in the employment status, position or duties of the Participant,
7
<PAGE>
unsatisfactory performance of the Participant, or the Participant's service for
less than the Performance Measurement Cycle.
C. In accordance with the procedures set forth in the SunTrust Banks,
Inc.'s Performance Unit Plan Deferred Compensation Fund, a Participant may elect
to defer receipt of one hundred (100%) percent of the Final Value of his award,
if any, for each Performance Measurement Cycle or fifty (50%) percent of said
amount, rounded to the nearest One Hundred ($100.00) Dollars, and the amount so
deferred shall be credited by the Corporation to the Participant's Fund Accounts
established under such Fund.
Section 8. Participation for Less than a Full Performance Measurement Cycle
A. Except as otherwise provided in this Section 8, Performance
Units awarded to a Participant shall be forfeited if the Participant's
Employment terminates during any Performance Measurement Cycle and no payments
shall be due the Participant for any forfeited Performance Units.
B. If a Participant's Employment terminates prior to the end
of any Performance Measurement Cycle on account of his death, the Committee
shall waive the Employment condition and shall authorize the payment of an award
to such Participant at the end of such cycle based on the Proportionate Final
Value, if any, of his Performance Units, unless the Committee in its discretion
feels the award should be forfeited.
C. If a Participant's Employment terminates prior to the end
of any Performance Measurement Cycle on account of disability under a long-term
disability plan maintained by the Corporation or a Subsidiary, the Committee
shall waive the Employment condition and shall authorize, as of commencement of
disability benefits to such Participant, the payment of an award to such
Participant at the end of such cycle based on the Proportionate Final Value, if
any, of his Performance Units, unless the Committee in its discretion feels the
award should be forfeited.
D. If a Participant's Employment terminates prior to the end
of any Performance Measurement Cycle on account of his early or normal
retirement under any pension plan maintained by the Corporation or any
Subsidiary, the Committee shall waive the Employment condition and shall
authorize the payment of an award to such Participant at the end of such cycle
based on the Proportionate Final Value, if any, of his Performance Units, unless
the Committee in its discretion feels the award should be forfeited.
8
<PAGE>
Section 9. Premature Satisfaction of Plan Conditions
A. In the event of a Change in Control of the Corporation
prior to the end of any Performance Measurement Cycle, the Committee shall waive
any and all Plan conditions and authorize the payment of an award immediately to
each Participant based on the Termination Value, if any, of his Performance
Units.
B. If a tender or exchange offer is made other than by the
Corporation for shares of the Corporation's stock prior to the end of any
Performance Measurement Cycle, the Committee may waive any and all Plan
conditions and authorize, at any time after the commencement of the tender or
exchange offer and within thirty (30) days following completion of such tender
or exchange offer, the payment of an award immediately to each Participant based
on the Termination Value, if any, of his Performance Units.
C. A Performance Measurement Cycle shall terminate upon the
Committee's authorization of the payment of an award during such cycle pursuant
to this Section 9 and no further payments shall be made for such Cycle.
Section 10. Non-Transferabilitv of Rights and Interests
A. A Participant may not alienate, assign, transfer or
otherwise encumber his rights and interests under this Plan and any attempt to
do so shall be null and void.
B. In the event of a Participant's death and subject to the
terms of Section 8(B), the Committee shall authorize payment of any award due a
Participant to the Participant's designated beneficiary as specified or, in the
absence of such written designation or its ineffectiveness, then to his estate.
Any such designation may be revoked and a new beneficiary designated by the
Participant by written instrument delivered to the Committee.
Section 11. Limitation of Rights
Nothing in this Plan shall be construed to give any employee of the
Corporation or a Subsidiary any right to be selected as a Participant or to
receive an award or to be granted Performance Units other than as is provided
herein. Nothing in this 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
this Plan, 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.
9
<PAGE>
Section 12. Shareholder Approval
Notwithstanding anything in this Plan to the contrary, no awards shall
be paid to Covered Employees until such shareholder approval as is required
under Section 162(m) of the Code, if any, is obtained.
Executed this 11th day of August, 1998.
SUNTRUST BANKS, INC.
Attest:
______________________________ By: _____________________
Title: _______________________ Title: __________________
(CORPORATE SEAL)
10
EXHIBIT 10.13
RESOLUTION AMENDING THE SUNTRUST BANKS, INC. 1985 MANAGEMENT INCENTIVE PLAN
DEFERRED COMPENSATION FUND AND 1995 PERFORMANCE UNIT PLAN DEFERRED
COMPENSATION FUND
COMPENSATION COMMITTEE
OF THE
BOARD OF DIRECTORS
SUNTRUST BANKS, INC.
AUGUST 11, 1998
WHEREAS, SunTrust Banks, Inc. (the "Corporation") has adopted the SunTrust Banks
Inc. 1985 Management Incentive Plan Deferred Compensation Fund and the 1995
Performance Unit Plan Deferred Compensation Fund pursuant to which awards may be
deferred; and
WHEREAS, the Compensation Committee of the Board of Directors (the "Committee")
has the authority to amend the agreements in any respect from time to time; and
WHEREAS, participants may elect to receive their payment in the form of a lump
sum or five installments and the choice is irrevocable; and
WHEREAS, the participants cannot receive payment until the January after
separation from service with the Corporation unless proof of hardship is
determined; and
WHEREAS, the Corporation wishes to provide participants with more flexibility
under the Plans;
NOW, THEREFORE, BE IT RESOLVED, that participants may elect early withdrawal of
accrued benefits provided that payment is subject to a 10% reduction, which will
be returned to the Corporation, and the participant agrees to forfeit
eligibility to participate in the program for one year from the 1st of January
in the year the early payment is made; and
FURTHER RESOLVED, that participants can change their election from lump sum to
installments or from installments to lump sum up to one year prior to
distribution; and
FURTHER RESOLVED, that participants can elect for in-service distribution at a
specific year, elected at the time of deferral, provided that it is at least
four years in the future, and that participants may change their election up to
one year prior to designated distribution provided that payment is then made
after separation from service with the Corporation; and
FURTHER RESOLVED, that the Officers of the Corporation are hereby authorized to
prepare, modify and execute all documents deemed necessary, desirable or
appropriate to carry out the purposes and intent of the foregoing resolution.
<PAGE>
AMENDMENT TO THE SUNTRUST BANKS, INC.
MANAGEMENT INCENTIVE PLAN
DEFERRED COMPENSATION FUND
SunTrust Banks, Inc. hereby amends the SunTrust Banks, Inc. Management
Incentive Plan Deferred Compensation Fund (the "Fund"), as such Fund is in
effect on the date hereof, effective as of __________________, 1996 as follows:
Section 4.3 of the Fund is amended to read as follows:
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.
IN WITNESS WHEREOF, SunTrust Banks, Inc. has caused the Amendment to be signed
and its seal to be affixed and duly attested by its duly authorized officers,
this ______day of _________________, 1996.
SUNTRUST BANKS, INC.
Attest:
- --------------------------------- --------------------------------------
Title____________________________ Title__________________________________
<PAGE>
SUNTRUST BANKS, INC.
MANAGEMENT INCENTIVE PLAN
DEFERRED COMPENSATION FUND
SECTION I. GENERAL PROVISIONS
1.1 Name and Purpose. The name of this Fund is the SunTrust Banks, Inc.
Management Incentive 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. Management Incentive 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 effective date of this
Fund shall be January 1, 1986, and 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 Plan Year, 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 Plan Year an Award may be granted. The portion of the
annual Award which may be deferred shall be specified in the Plan. Only one (1)
Deferral Election may be made with respect to a Plan Year 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
<PAGE>
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 annual Deferral Election,
as defined in Section 2.1 and 4.1. The Participant may select different payment
methods in succeeding Plan Years, but he may select only one (1) method for
payment of an award granted with respect to any particular Plan Year. The
selection of a payment method for a particular Plan Year 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 Plan Year.
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
Participant'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
2
<PAGE>
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. A Participant may designate one or more
beneficiaries on a form filed with the Fund Committee and may revoke or change
such designation at any time. Any portion of a benefit payable upon the death of
a Participant shall be paid to his designated beneficiary or, if no valid
beneficiary designation is in force or if the beneficiary has predeceased the
Participant, to his surviving spouse, or if none surviving, to his surviving
issue, per stirpes, or if none surviving, to his estate. The Fund Committee will
be fully protected in directing payment in accordance with a prior beneficiary
designation if such direction is given before receipt by the Fund Committee of a
later designation, or is due to the inability of the Fund Committee to verify
the authenticity of a later designation. Such payment, to the extent thereof,
will discharge all liability for such payment under the Plan.
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
3
<PAGE>
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 purposes 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
beneficiary 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
4
<PAGE>
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 the 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 12th day of November, 1985.
SUNTRUST BANKS, INC.
Attest:
________________________________ By: ___________________________________
Title: Assistant Vice President Title: Senior Vice President
and Assistant Secretary and Secretary
(CORPORATE SEAL)
5
EXHIBIT 10.15
RESOLUTION AMENDING THE SUNTRUST BANKS, INC. 1985 MANAGEMENT INCENTIVE
PLAN DEFERRED COMPENSATION FUND AND 1995 PERFORMANCE UNIT PLAN DEFERRED
COMPENSATION FUND
COMPENSATION COMMITTEE
OF THE
BOARD OF DIRECTORS
SUNTRUST BANKS, INC.
AUGUST 11, 1998
WHEREAS, SunTrust Banks, Inc. (the "Corporation") has adopted the SunTrust Banks
Inc. 1985 Management Incentive Plan Deferred Compensation Fund and the 1995
Performance Unit Plan Deferred Compensation Fund pursuant to which awards may be
deferred; and
WHEREAS, the Compensation Committee of the Board of Directors (the "Committee")
has the authority to amend the agreements in any respect from time to time; and
WHEREAS, participants may elect to receive their payment in the form of a lump
sum or five installments and the choice is irrevocable; and
WHEREAS, the participants cannot receive payment until the January after
separation from service with the Corporation unless proof of hardship is
determined; and
WHEREAS, the Corporation wishes to provide participants with more flexibility
under the Plans;
NOW, THEREFORE, BE IT RESOLVED, that participants may elect early withdrawal of
accrued benefits provided that payment is subject to a 10% reduction, which will
be returned to the Corporation, and the participant agrees to forfeit
eligibility to participate in the program for one year from the 1st of January
in the year the early payment is made; and
FURTHER RESOLVED, that participants can change their election from lump sum to
installments or from installments to lump sum up to one year prior to
distribution; and
FURTHER RESOLVED, that participants can elect for in-service distribution at a
specific year, elected at the time of deferral, provided that it is at least
four years in the future, and that participants may change their election up to
one year prior to designated distribution provided that payment is then made
after separation from service with the Corporation; and
FURTHER RESOLVED, that the Officers of the Corporation are hereby authorized to
prepare, modify and execute all documents deemed necessary, desirable or
appropriate to carry out the purposes and intent of the foregoing resolution.
<PAGE>
AMENDMENT TO THE SUNTRUST BANKS, INC.
PERFORMANCE UNIT PLAN
DEFERRED COMPENSATION FUND
SunTrust Banks, Inc. hereby amends the SunTrust Banks, Inc. Performance
Unit Plan Deferred Compensation Fund (the "Fund"), as such Fund is in effect
on the date hereof, effective as of , 1996 as follows:
Section 4.3 of the Fund is amended to read as follows:
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.
IN WITNESS WHEREOF, SunTrust Banks, Inc. has caused the Amendment to be signed
and its seal to be affixed and duly attested by its duly authorized officers,
this day of , 1996.
SUNTRUST BANKS, INC.
Attest:
- ------------------------------------- ----------------------------------
Title _______________________________ Title ____________________________
EXHIBIT 10.16
SUNTRUST BANKS, INC.
EXECUTIVE STOCK PLAN
<PAGE>
TABLE OF CONTENTS
Page
ss.1. BACKGROUND AND PURPOSE...................................... 1
ss.2. DEFINITIONS................................................. 1
2.1. Board....................................................... 1
2.2 Change in Control........................................... 1
2.3. Code........................................................ 1
2.4. Committee................................................... 1
2.5. Fair Market Value........................................... 1
2.6. ISO......................................................... 2
2.7. Key Employee................................................ 2
2.8. 1986 Plan................................................... 2
2.9. NQO......................................................... 2
2.10. Option...................................................... 2
2.11. Option Agreement............................................ 2
2.12. Option Price................................................ 2
2.13. Parent Corporation.......................................... 2
2.14. Plan........................................................ 2
2.15. Restricted Stock............................................ 2
2.16. Restricted Stock Agreement.................................. 2
2.17. Rule 16b-3.................................................. 3
2.18. Stock....................................................... 3
2.19. Subsidiary.................................................. 3
2.20. SunTrust.................................................... 3
2.21. Surrendered Shares.......................................... 3
2.22. Ten Percent Shareholder..................................... 3
ss.3. SHARES RESERVED UNDER PLAN.................................. 3
ss.4. EFFECTIVE DATE.............................................. 3
ss.5. COMMITTEE................................................... 4
ss.6. ELIGIBILITY................................................. 4
ss.7. OPTIONS..................................................... 4
7.1. Committee Action............................................ 4
7.2. $100,000 Limit.............................................. 4
7.3. Option Price................................................ 5
7.4. Exercise Period............................................. 5
i
<PAGE>
7.5. Nontransferability.......................................... 5
7.6. Surrender of Options........................................ 5
(a) General Rule........................................... 5
(b) Procedure.............................................. 5
(c) Payment................................................ 5
(d) Restrictions........................................... 6
ss.8. RESTRICTED STOCK............................................ 6
8.1. Committee Action............................................ 6
8.2. Effective Date.............................................. 6
8.3. Conditions.................................................. 6
(a) Grant Conditions....................................... 6
(b) Forfeiture Conditions.................................. 6
8.4. Dividends and Voting Rights................................. 7
8.5. Satisfaction of Forfeiture Conditions;
Provision for Income and Excise Taxes....................... 7
ss.9. SECURITIES REGISTRATION..................................... 8
ss.10. LIFE OF PLAN................................................ 8
ss.11. ADJUSTMENT.................................................. 8
ss.12. SALE OR MERGER OF SUNTRUST; CHANGE IN CONTROL............... 9
12.1. Sale or Merger.............................................. 9
12.2. Change in Control........................................... 9
ss.13. AMENDMENT OR TERMINATION....................................10
ss.14. MISCELLANEOUS...............................................10
14.1 Shareholder Rights........................................... 10
14.2 No Contract of Employment.................................... 10
14.3 Withholding.................................................. 10
14.4 Construction................................................. 11
ii
<PAGE>
SUNTRUST BANKS, INC.
EXECUTIVE STOCK PLAN
ss.1.
BACKGROUND AND PURPOSE
This Plan is an amendment and restatement of the 1986 Plan, and the
purpose of this Plan is to promote the interest of SunTrust and its Subsidiaries
through grants to Key Employees of Options to purchase Stock and grants to Key
Employees of Restricted Stock in order (1) to attract and retain Key Employees,
(2) to provide an additional incentive to each Key Employee to work to increase
the value of Stock and (3) to provide each Key Employee with a stake in the
future of SunTrust which corresponds to the stake of each of SunTrust's
shareholders.
ss.2.
DEFINITIONS
Each term set forth in this ss.2 shall have the meaning set forth
opposite such term for purposes of this Plan and, for purposes of such
definitions, the singular shall include the plural and the plural shall include
the singular.
2.1. Board -- means the Board of Directors of SunTrust.
2.2. Change in Control -- means (a) the acquisition of the power to
direct, or cause the direction, of the management and policies of SunTrust by a
person (not previously possessing such power), acting alone or in conjunction
with others, whether through the ownership of Stock, by contract or otherwise,
or (b) the acquisition, directly or indirectly, of the power to vote 20% or more
of the outstanding Stock by a person or persons, where (c) the term "person" for
purposes of this definition means a natural person, corporation, partnership,
joint venture, trust, government or instrumentality of a government and (d)
customary agreements with or between underwriters and selling group members with
respect to a bona fide public offering of Stock shall be disregarded for
purposes of this definition.
2.3. Code -- means the Internal Revenue Code of 1986, as amended.
2.4. Committee -- means the Compensation Committee of the Board or,
if the Compensation Committee at any time has less than 3 members or has a
member who fails to come within the definition of a "disinterested person" under
Rule 16b-3, a committee which shall have at least 3 members, each of whom shall
be appointed by and shall serve at the pleasure of the Board and shall come
within the definition of a "disinterested person" under Rule 16b-3.
1
<PAGE>
2.5. Fair Market Value -- means (1) the closing price on any date
for a share of Stock as reported by The Wall Street Journal under the New York
Stock Exchange Composite Transactions quotation system (or under any successor
quotation system) or, if Stock is no longer traded on the New York Stock
Exchange, under the quotation system under which such closing price is reported
or, if The Wall Street Journal no longer reports such closing price, such
closing price as reported by a newspaper or trade journal selected by the
Committee or, if no such closing price is available on such date, (2) such
closing price as so reported or so quoted in accordance with ss.2.5(1) for the
immediately preceding business day, or, if no newspaper or trade journal reports
such closing price or if no such price quotation is available, (3) the price
which the Committee acting in good faith determines through any reasonable
valuation method that a share of Stock might change hands between a willing
buyer and a willing seller, neither being under any compulsion to buy or to sell
and both having reasonable knowledge of the relevant facts.
2.6. ISO -- means an option granted under this Plan to purchase
Stock which is intended to satisfy the requirements of Section 422A of the Code.
2.7. Key Employee -- means a full time, salaried employee of
SunTrust or any Subsidiary who, in the judgment of the Committee acting in its
absolute discretion, is a key to the success of SunTrust or such Subsidiary and
who is not a Ten Percent Shareholder.
2.8. 1986 Plan -- means the SunTrust Banks, Inc. 1986 Stock Option
Plan as in effect before the amendment and restatement of such plan in the form
of this Plan.
2.9. NQO -- means an option granted under this Plan to purchase
Stock which is intended to fail to satisfy the requirements of Section 422A of
the Code.
2.10. Option -- means an ISO or a NQO.
2.11. Option Agreement -- means the written agreement or instrument
which sets forth the terms of an Option granted to a Key Employee under ss.7 of
this Plan.
2.12. Option Price -- means the price which shall be paid to
purchase one share of Stock upon the exercise of an Option granted under this
Plan.
2.13. Parent Corporation -- means any corporation which is a parent
of SunTrust within the meaning of Section 425(e) of the Code.
2.14. Plan -- means this SunTrust Banks, Inc. Executive Stock Plan,
as amended from time to time.
2.15. Restricted Stock -- means Stock granted to a Key Employee
under ss.8 of this Plan.
2.16. Restricted Stock Agreement -- means the written agreement or
instrument which sets forth the terms of a Restricted Stock grant to a Key
Employee under ss.8 of this Plan.
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2.17. Rule 16b-3 -- means the exemption under Rule 16b-3 to Section
16b of the Securities Exchange Act of 1934, as amended, or any successor to such
rule.
2.18. Stock -- means the One Dollar ($1.00) par value common stock
of SunTrust.
2.19. Subsidiary -- means a corporation which is a subsidiary
corporation (within the meaning of Section 425(f) of the Code) of SunTrust
except a corporation which has subsidiary corporation status under Section
425(e) of the Code as a result of SunTrust or a SunTrust subsidiary holding
stock in such corporation as a fiduciary with respect to any trust, estate,
conservatorship, guardianship or agency.
2.20. SunTrust -- means SunTrust Banks, Inc., a Georgia corporation,
and any successor to such corporation.
2.21. Surrendered Shares -- means the shares of Stock described in
ss.7.6(b) which (in lieu of being purchased) are surrendered for cash or Stock,
or for a combination of cash and Stock, in accordance with ss.7.6.
2.22. Ten Percent Shareholder -- means a person who owns (after
taking into account the attribution rules of Section 425(d) of the Code) more
than ten percent of the total combined voting power of all classes of stock of
either SunTrust, a Subsidiary or a Parent Corporation.
ss.3.
SHARES RESERVED UNDER PLAN
There shall be 8,000,000 shares of Stock reserved for use under this
Plan, and such 8,000,000 shares shall consist of the 5,000,000 shares reserved
under the 1986 Plan and 3,000,000 additional shares of Stock. All such shares of
Stock shall be reserved to the extent that SunTrust deems appropriate from
authorized but unissued shares of Stock and from shares of Stock which have been
reacquired by SunTrust. Furthermore, any shares of Stock subject to an Option
which remain unissued after the cancellation, expiration or exchange of such
Option and any Restricted Shares which are forfeited thereafter shall again
become available for use under this Plan, but any Surrendered Shares which
remain unissued after the surrender of an Option under ss.7.6 and any shares of
Stock used to satisfy a withholding obligation under ss.14.3 shall not again
become available for use under this Plan.
ss.4.
EFFECTIVE DATE
The effective date of this Plan shall be the date the Board amends
and restates the 1986 Plan in the form of this Plan, provided the shareholders
of SunTrust (acting at a duly called meeting of such shareholders) approve this
Plan within twelve (12) months after such effective date and such approval
satisfies the requirements for shareholder approval under Rule 16b-3. If such
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effective date comes before such shareholder approval, any Restricted Stock
granted under this Plan before the date of such approval automatically shall be
granted subject to such approval and, further, any Option granted under this
Plan before such date automatically shall be granted subject to such approval
unless such Option is granted under the terms of the 1986 Plan. The Committee
shall have the discretion to continue to grant Options under the 1986 Plan
pending such shareholder approval of this Plan.
ss.5.
COMMITTEE
This Plan shall be administered by the Committee. The Committee
acting in its absolute discretion shall exercise such powers and take such
action as expressly called for under this Plan and, further, the Committee shall
have the power to interpret this Plan and (subject to ss.11, ss.12 and ss.13) to
take such other action in the administration and operation of this Plan as the
Committee deems equitable under the circumstances, which action shall be binding
on SunTrust, on each affected Key Employee and on each other person directly or
indirectly affected by such action.
ss.6.
ELIGIBILITY
Only Key Employees shall be eligible for the grant of Options or
Restricted Stock under this Plan.
ss.7.
OPTIONS
7.1. Committee Action. The Committee acting in its absolute
discretion shall have the right to grant Options to Key Employees under this
Plan from time to time to purchase shares of Stock and, further, shall have the
right to grant new Options in exchange for outstanding Options. Each grant of an
Option shall be evidenced by an Option Agreement, and each Option Agreement
shall set forth whether the Option is an ISO or a NQO and shall set forth such
other terms and conditions of such grant as the Committee acting in its absolute
discretion deems consistent with the terms of this Plan; however, if the
Committee grants an ISO and a NQO to a Key Employee on the same date, the right
of the Key Employee to exercise or surrender one such Option shall not be
conditioned on his or her failure to exercise or surrender the other such
Option. The Committee shall have the right to grant a NQO and Restricted Stock
to a Key Employee at the same time and to condition the exercise of the NQO on
the forfeiture of the Restricted Stock grant.
7.2. $100,000 Limit. The aggregate Fair Market Value of IBOS and
other incentive stock options granted on or after January 1, 1987 to a Key
Employee under this Plan and any other stock option plan adopted by SunTrust, a
Subsidiary or a Parent Corporation which first become exercisable in any
calendar year (which begins on or after January 1, 1987) shall not exceed
$100,000. Such Fair Market Value figure shall be determined by the Committee on
the date the ISO or other incentive stock option is granted, and the Committee
shall interpret and administer the limitation set forth in this ss.7.2 in
accordance with Section 422A(b)(7) of the Code.
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7.3. Option Price. The Option Price for each share of Stock subject
to an Option shall be no less than the Fair Market Value of a share of Stock on
the date the Option is granted if the Option is an ISO and shall be no less than
the par value of a share of Stock on the date the Option is granted if the
Option is a NQO. The Option Price shall be payable in full upon the exercise of
any Option, and an Option Agreement at the discretion of the Committee can
provide for the payment of the Option Price either in cash or in Stock
acceptable to the Committee or in any combination of cash and Stock acceptable
to the Committee. Any payment made in Stock shall be treated as equal to the
Fair Market Value of such Stock on the date the properly endorsed certificate
for such Stock is delivered to the Committee.
7.4. Exercise Period. Each Option granted under this Plan shall be
exercisable in whole or in part at such time or times as set forth in the
related Option Agreement, but no Option Agreement shall make an Option
exercisable before the date such Option is granted or after the earlier of
(1) the date such Option is exercised in full, or (2) the date which
is the tenth anniversary of the date such
Option is granted. An Option Agreement may provide for the
exercise of an Option after the employment of a Key Employee
has terminated for any reason whatsoever, including death or
disability.
7.5. Nontransferability. Neither an Option granted under this Plan
nor any related surrender rights under ss.7.6 shall be transferable by a Key
Employee other than by will or by the laws of descent and distribution, and such
Option and any such surrender rights shall be exercisable during a Key
Employee's lifetime only by the Key Employee. The person or persons to whom an
Option is transferred by will or by the laws of descent and distribution
thereafter shall be treated as the Key Employee under this Plan.
7.6. Surrender of Options.
(a) General Rule. The Committee acting in its absolute discretion
may incorporate a provision in an Option Agreement to allow a Key Employee to
surrender his or her Option in whole or in part in lieu of the exercise in whole
or in part of that Option on any date that
(1) the Fair Market Value of the Stock subject to such Option
exceeds the Option Price for such Stock, and
(2) the Option to purchase such Stock is otherwise exercisable.
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(b) Procedure. The surrender of an Option in whole or in part shall
be effected by the delivery of the Option Agreement to the Committee (or to its
delegate) together with a statement signed by the Key Employee which specifies
the number of shares of Stock as to which the Key Employee surrenders his or her
Option and (at the Key Employee's option) how he or she desires payment be made
for such Surrendered Shares.
(c) Payment. A Key Employee in exchange for his or her Surrendered
Shares shall (to the extent consistent with the exemption under Rule 16b-3)
receive a payment in cash or in Stock, or in a combination of cash and Stock,
equal in amount on the date such surrender is effected to the excess of the Fair
Market Value of the Surrendered Shares on such date over the Option Price for
the Surrendered Shares. The Committee acting in its absolute discretion shall
determine the form and timing of such payment, and the Committee shall have the
right (1) to take into account whatever factors the Committee deems appropriate
under the circumstances, including any written request made by the Key Employee
and delivered to the Committee (or to its delegate) and (2) to forfeit a Key
Employee's right to payment of cash in lieu of a fractional share of stock if
the Committee deems such forfeiture necessary in order for the surrender of his
or her Option under this ss.7.6 to come within the exemption under Rule 16b-3.
(d) Restrictions. Any Option Agreement which incorporates a
provision to allow a Key Employee to surrender his or her Option in whole or in
part also shall incorporate such additional restrictions on the exercise or
surrender of such Option as the Committee deems necessary to satisfy the
conditions to the exemption under Rule 16b-3.
ss.8.
RESTRICTED STOCK
8.1. Committee Action. The Committee acting in its absolute
discretion shall have the right to grant Restricted Stock to Key Employees under
this Plan from time to time and, further, shall have the right to make new
Restricted Stock grants in exchange for outstanding Restricted Stock grants.
However, no more than 3,000,000 shares of Stock shall be granted as Restricted
Stock under this Plan. Each Restricted Stock grant shall be evidenced by a
Restricted Stock Agreement, and each Restricted Stock Agreement shall set forth
the conditions, if any, under which the grant will be effective and the
conditions under which the Key Employee's interest in the underlying Stock will
become nonforfeitable.
8.2. Effective Date. A Restricted Stock grant shall be effective (a)
as of the date set by the Committee when the grant is made or, if the grant is
made subject to one, or more than one, condition, (b) as of the date such
conditions have been timely satisfied.
8.3. Conditions.
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(a) Grant Conditions. The Committee acting in its absolute
discretion may make the grant of Restricted Stock to a Key Employee effective
only upon the satisfaction of one, or more than one, objective employment,
performance or other grant condition which the Committee deems appropriate under
the circumstances for Key Employees generally or for a Key Employee in
particular, and the related Restricted Stock Agreement shall set forth each such
condition and the deadline for satisfying each such grant condition. If a
Restricted Stock grant will be effective only upon the satisfaction of one, or
more than one, condition, the shares of Stock underlying such grant shall be
unavailable under ss.3 for the period which begins on the date as of which such
grant is made and which ends as of the date, if any, that the grant becomes
effective under ss.8.2. If a Restricted Stock grant fails to become effective in
whole or in part under ss.8.2, the underlying shares of Stock subject to such
grant (if the entire grant fails to become effective) or the underlying shares
of Stock subject to that part of the grant which fails to become effective (if
only part of the grant fails to become effective) be treated under ss.3 as
forfeited and shall again become available under ss.3 as of the date of such
failure.
(b) Forfeiture Conditions. Each Restricted Stock grant shall (when
effective) be subject to one, or more than one, objective employment,
performance or other forfeiture condition which the Committee acting in its
absolute discretion deems appropriate under the circumstances for Key Employees
generally or for a Key Employee in particular, including a condition which
results in a forfeiture if a Key Employee exercises a NQO granted in tandem with
his or her Restricted Stock grant, and the related Restricted Stock Agreement
shall set forth each such condition and the deadline for satisfying each such
forfeiture condition. A Key Employee's nonforfeitable interest in the shares of
Stock underlying a Restricted Stock grant shall depend on the extent to which he
or she timely satisfies each such condition. Each share of Stock underlying a
Restricted Stock grant shall be unavailable under ss.3 after such grant is
effective unless such share is forfeited as a result of a failure to timely
satisfy a forfeiture condition, in which event such share of Stock shall again
become available under ss.3 as of the date of such failure.
8.4. Dividends and Voting Rights. If a cash dividend is declared on
a share of Stock underlying a Restricted Stock grant during the period which
begins on the date such grant is effective and ends immediately before the first
date that a Key Employee's interest in such underlying Stock (a) is forfeited
completely or (b) becomes completely nonforfeitable, SunTrust shall pay such
cash dividend directly to such Key Employee. If a Stock dividend is declared on
such a share of Stock during such period, such Stock dividend shall be treated
as part of the grant of the related Restricted Stock, and a Key Employee's
interest in such Stock dividend shall be forfeited or shall become
nonforfeitable at the same time as the Stock with respect to which the Stock
dividend was paid is forfeited or becomes nonforfeitable. The disposition of
each other form of dividend which is declared on such a share of Stock during
such period shall be made in accordance with such rules as the Committee shall
adopt with respect to each such dividend. A Key Employee also shall have the
right to vote the Stock underlying his or her Restricted Stock grant during such
period.
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8.5. Satisfaction of Forfeiture Conditions; Provision for Income and
Excise Taxes. A share of Stock shall cease to be Restricted Stock at such time
as a Key Employee's interest in such Stock becomes nonforfeitable under this
Plan, and the certificate representing such share shall be transferred to the
Key Employee as soon as practicable thereafter. The Committee acting in its
absolute discretion shall have the power to authorize and direct the payment of
a cash bonus to a Key Employee to pay all, or any portion of, his or her
federal, state and local income and excise tax liability which the Committee
deems attributable to his or her interest in his or her Restricted Stock grant
becoming nonforfeitable and, further, to pay any such tax liability attributable
to such cash bonus.
ss.9.
SECURITIES REGISTRATION
Each Option Agreement and Restricted Stock Agreement shall provide
that, upon the receipt of shares of Stock as a result of the surrender or
exercise of an Option or the satisfaction of the forfeiture conditions under a
Restricted Stock Agreement, the Key Employee shall, if so requested by SunTrust,
hold such shares of Stock for investment and not with a view of resale or
distribution to the public and, if so requested by SunTrust, shall deliver to
SunTrust a written statement satisfactory to SunTrust to that effect. As for
Stock issued pursuant to this Plan, SunTrust at its expense shall take such
action as it deems necessary or appropriate to register the original issuance of
such Stock to a Key Employee under the Securities Act of 1933 or under any other
applicable securities laws or to qualify such Stock for an exemption under any
such laws prior to the issuance of such Stock to a Key Employee; however,
SunTrust shall have no obligation whatsoever to take any such action in
connection with the transfer, resale or other disposition of such Stock by a Key
Employee.
ss.10.
LIFE OF PLAN
No Option or Restricted Stock shall be granted under this Plan on
or after the earlier of
(1) the tenth anniversary of the effective date of this Plan (as
determined under ss.4 of this Plan), in which event
this Plan otherwise thereafter shall continue in effect
until all outstanding Options have been surrendered or
exercised in full or no longer are exercisable and all
Restricted Stock granted under this Plan has been
forfeited or the forfeiture conditions on such Stock have been
satisfied in full, or
(2) the date on which all of the Stock reserved under ss.3 of this
Plan has (as a result of the surrender or exercise of Options
granted under this Plan or the satisfaction of the forfeiture
conditions on Restricted Stock) been issued or no longer is
available for use under this Plan, in which event this Plan
also shall terminate on such date.
ss.11.
ADJUSTMENT
The number of shares of Stock reserved under ss.3 of this Plan, the
number of shares of Stock underlying Restricted Stock grants under this Plan and
any related grant conditions and forfeiture conditions and the number of shares
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of Stock subject to Options granted under this Plan and the Option
Price of such Options shall be adjusted by the Board in an equitable manner to
reflect any change in the capitalization of SunTrust, including, but not limited
to, such changes as stock dividends or stock splits. Furthermore, the Board
shall have the right to adjust (in a manner which satisfies the requirements of
Section 425(a) of the Code) the number of shares of Stock reserved under ss.3 of
this Plan, the number of shares of Stock underlying Restricted Stock grants
under this Plan and any related grant conditions and forfeiture conditions, and
the number of shares subject to Options granted under this Plan and the Option
Price of such Options in the event of any corporate transaction described in
Section 425(a) of the Code which provides for the substitution or assumption of
such Options or Restricted Stock grants. If any adjustment under this ss.11
would create a fractional share of Stock or a right to acquire a fractional
share of Stock, such fractional share shall be disregarded and the number of
shares of Stock reserved under this Plan and the number subject to any Options
or Restricted Stock granted under this Plan shall be the next lower number of
shares of Stock, rounding all fractions downward. An adjustment made under this
ss.11 by the Board shall be conclusive and binding on all affected persons and,
further, shall not constitute an increase in "the number of shares reserved
under ss.3" within the meaning of ss.13(1) of this Plan.
ss.12.
SALE OR MERGER OF SUNTRUST; CHANGE IN CONTROL
12.1 Sale or Merger. If SunTrust agrees to sell all or substantially
all of its assets for cash or property or for a combination of cash and property
or agrees to any merger, consolidation, reorganization, division or other
corporate transaction in which Stock is converted into another security or into
the right to receive securities or property and such agreement does not provide
for the assumption or substitution of the Options and Restricted Stock granted
under this Plan, (1) each Option at the direction and discretion of the Board
(a) may (subject to such conditions, if any, as the Board deems appropriate
under the circumstances) be canceled unilaterally by SunTrust in exchange for
the number of whole shares of Stock (and cash in lieu of a fractional share), if
any, which he or she would have received if he or she had the right to surrender
his or her outstanding Option in full under ss.7.6 of this Plan and he or she
exercised that right on the date set by the Board exclusively for Stock (and
cash in lieu of a fractional share of Share) or (b) may be canceled unilaterally
by SunTrust if the Option Price equals or exceeds the Fair Market Value of a
share of Stock on such date and (2) the grant conditions, if any, and forfeiture
conditions on all outstanding Restricted Stock grants may be deemed completely
satisfied on the date set by the Board.
12.2 Change in Control. If there is a Change in Control of SunTrust
or a tender or exchange offer is made for Stock other than by SunTrust, the
Board thereafter shall have the right to take such action with respect to any
unexercised Options and any grants of Restricted Stock which are forfeitable, or
all such Options and all such grants of Restricted Stock, as the Board deems
appropriate under the circumstances to protect the interest of SunTrust in
maintaining the integrity of such grants under this Plan, including following
the procedure set forth in ss.12.1 for a sale or merger of SunTrust with respect
to such Options and Restricted Stock, and the Board shall have the right to take
different action under this ss.12.2 with respect to different Key Employees or
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<PAGE>
different groups of Key Employees, as the Board deems appropriate under the
circumstances.
ss.13.
AMENDMENT OR TERMINATION
This Plan may be amended by the Board from time to time to the
extent that the Board deems necessary or appropriate; provided, however, no such
amendment shall be made absent the approval of the shareholders of SunTrust (1)
to increase the number of shares reserved under ss.3, (2) to extend the maximum
life of the Plan under ss.10 or the maximum exercise period under ss.7.4, (3) to
decrease the minimum option price under ss. 7.3, (4) to change the class of
employees eligible for Options or Restricted Stock grants under ss.6 or to
otherwise materially modify (within the meaning of Rule 16b-3 of the Securities
Exchange Act of 1934, as amended) the requirements as to eligibility for
participation in this Plan or (5) to otherwise materially increase (within the
meaning of Rule 16b-3 of the Securities Exchange Act of 1934, as amended) the
benefits accruing to Key Employees under this Plan. The Board also may suspend
the granting of Options and Restricted Stock under this Plan at any time and may
terminate this Plan at any time; provided, however, SunTrust shall not have the
right to modify, amend or cancel any Option or Restricted Stock granted before
such suspension or termination unless (1) the Key Employee consents in writing
to such modification, amendment or cancellation or (2) there is a dissolution or
liquidation of SunTrust or a transaction described in ss.11 or ss.12 of this
Plan.
ss.14.
MISCELLANEOUS
14.1. Shareholder Rights. No Key Employee shall have any rights as a
shareholder of SunTrust as a result of the grant of an Option under this Plan or
his or her exercise or surrender of such Option pending the actual delivery of
the Stock subject to such Option to such Key Employee. Subject to ss.8.4, a Key
Employee's rights as a shareholder in the shares of Stock underlying a
Restricted Stock grant which is effective shall be set forth in the related
Restricted Stock Agreement.
14.2. No Contract of Employment. The grant of an Option or
Restricted Stock to a Key Employee under this Plan shall not constitute a
contract of employment and shall not confer on a Key Employee any rights upon
his or her termination of employment in addition to those rights, if any,
expressly set forth in the Option Agreement which evidences his or her Option or
the Restricted Stock Agreement related to his or her Restricted Stock.
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14.3. Withholding. The exercise or surrender of any Option granted
under this Plan and the acceptance of a Restricted Stock grant shall constitute
a Key Employee's full and complete consent to whatever action the Committee
deems necessary to satisfy the federal and state tax withholding requirements,
if any, which the Committee in its discretion deems applicable to such exercise
or surrender or such Restricted Stock. The Committee also shall have the right
to provide in an Option Agreement or Restricted Stock Agreement that a Key
Employee may elect to satisfy federal and state tax withholding requirements
through a reduction in the number of shares of Stock actually transferred to him
or to her under this Plan, and any such election and any such reduction shall be
effected so as to satisfy the conditions to the exemption under Rule 16b-3.
14.4. Construction. This Plan shall be construed under the laws
of the State of Georgia.
IN WITNESS WHEREOF, SunTrust Banks, Inc. has caused its duly
authorized officer to execute this Plan this ________ day of
____________________, 1988 to evidence its adoption of this Plan.
SUNTRUST BANKS, INC.
By:______________________________
EXHIBIT 10.20
AMENDMENT NUMBER ONE TO THE
SUNTRUST BANKS, INC.
1995 EXECUTIVE STOCK PLAN
AUGUST 11, 1998
Pursuant to Section 13 of the SunTrust Banks, Inc. 1995 Executive Stock Plan
(the "Plan"), the Plan is hereby amended, subject to and effective as of the
consummation of the merger of Crestar Financial Corporation with SunTrust Banks,
Inc., pursuant to the Agreement and Plan of Merger dated as of July 20, 1998, to
add a new Section 7.3(c) to read as follows:
"(c ) Notwithstanding and apart from the share limitation set forth in the
Section 7.3 (a) and 7.3 (b) of the Plan, Mr. Richard G. Tilghman may be
granted as of the consummation of the merger of Crestar Financial
Corporation with SunTrust Banks, Inc., an Option which relates to 180,000
shares of stock and Mr. James M. Wells, III may be granted as of the
consummation of the merger of Crestar Financial Corporation with SunTrust
Banks, Inc., an Option which relates to 90,000 shares of stock."
IN WITNESS WHEREOF, SunTrust Banks, Inc. has caused this Amendment Number One to
be signed and its seal to be affixed and duly attested by its duly authorized
officer, this ____day of ____, 1998.
SUNTRUST BANKS, INC.
By:___________________
Title:_________________
[CORPORATE SEAL]
Attest:_____________
Title:______________
EXHIBIT 10.21
SUNTRUST BANKS, INC.
DIRECTORS DEFERRED COMPENSATION PLAN
EFFECTIVE AS OF
JANUARY 1, 1994
<PAGE>
TABLE OF CONTENTS
Page
ss.1. PURPOSE 1
ss.2. DEFINITIONS 1
2.1 Account 1
2.2 Beneficiary 1
2.3 Board 1
2.4 Director 1
2.5 Interest Subaccount 1
2.6 Meeting Fees 1
2.7 Retainer 2
2.8 Stock Subaccount 2
2.9 SunTrust Stock 2
2.10 SunTrust 2
2.11 Trust Company Bank 2
ss.3. DEFERRAL ELECTIONS 2
3.1 First Term 2
3.2 Annual Deferral Elections 2
3.3 Automatic Election Extension 3
3.4 Account Credits 3
3.5 SunTrust Subsidiary 3
ss.4. ACCOUNT ADJUSTMENTS 3
4.1 General 3
4.2 Interest Subaccount 3
4.3 Stock Subaccount 3
ss.5. DISTRIBUTIONS 4
5.1 General 4
5.2 Distribution Forms 4
5.3 Beneficiary 5
5.4 General Assets 6
ss.6. MISCELLANEOUS 6
6.1 Making and Revoking Elections 6
6.2 No Liability 6
6.3 No Assignment; Binding Effect 6
6.4 Administration 6
6.5 Construction 6
<PAGE>
6.6 Term of Office 6
6.7 1934 Act 7
6.8 Individual Deferred Compensation Agreements 7
6.9 Amendment and Termination 7
6.10 Effective Date 7
SUNTRUST BANKS, INC.
DIRECTORS DEFERRED COMPENSATION PLAN
ss.1.
PURPOSE
The purpose of this Plan is to provide a mechanism under which a
Director can elect to defer after 1993 the payment of his or her Retainer and
Meeting Fees or his or her Retainer or Meeting Fees until after the earlier of
his or her death or resignation, removal or retirement as a Director and,
further, to elect to treat such deferrals as if invested either in an interest
bearing account at Trust Company Bank or in SunTrust Stock pending the
distribution of such deferrals in accordance with the terms of this Plan.
ss.2.
DEFINITIONS
2.1. Account -- means for purposes of this Plan the bookkeeping
account maintained by SunTrust as part of SunTrust's books and records in
accordance with ss.3, ss.4 and ss.5 to show as of any date the interest of each
Director in this Plan, and each such bookkeeping account shall include
subaccounts to account for deemed investment returns and different distribution
forms.
2.2. Beneficiary -- means for purposes of this Plan the person or
persons designated as such in accordance with ss.5.3.
2.3. Board -- means for purposes of this Plan the Board of Directors
of SunTrust.
2.4. Director -- means for purposes of this Plan any person (other
than a person who is an employee of SunTrust or an affiliate of SunTrust) who
has been elected a member of the Board and any former member of the Board for
whom an Account is maintained under this Plan.
2.5. Interest Subaccount -- means for purposes of this Plan the part
of a Director's Account which is treated as if invested in an interest bearing
account paying interest at the prime rate in effect on the last day of each
calendar quarter at Trust Company Bank.
2.6. Meeting Fees -- means for purposes of this Plan the fees which
are payable to a Director for attending a meeting of the Board, a meeting of a
committee of the Board, a meeting of the Board of Directors of any SunTrust
subsidiary and a meeting of a committee of any such Board of Directors.
<PAGE>
2.7. Retainer -- means for purposes of this Plan the fees which are
payable to a Director for services as a member of the Board and a member of the
Board of Directors of any SunTrust subsidiary.
2.8. Stock Subaccount -- means for purposes of this Plan that part
of a Director's Account which is treated as if invested in SunTrust Stock.
2.9. SunTrust Stock -- means for purposes of this Plan the $1 par
value common stock of SunTrust.
2.10. SunTrust -- means for purposes of this Plan SunTrust Banks,
Inc. and any successor to SunTrust Banks, Inc.
2.11. Trust Company Bank -- means for purposes of this Plan Trust
Company Bank, Atlanta, Georgia or any successor to such bank.
ss.3.
DEFERRAL ELECTIONS
3.1. First Term. A person who is elected a Director or who is
nominated for election as a Director (other than a person who was a Director
immediately before such election or nomination) shall have the right at any time
before the end of the 30 day period immediately following the effective date of
his or her election to elect on the form provided for this purpose to defer the
payment of his or her Meeting Fees and Retainer or Meeting Fees or Retainer
which are otherwise payable after the end of such 30 day period and before the
end of the calendar year which includes the last day in such 30 day period;
provided, however, if a person makes such election before the effective date of
his or her election to the Board, such election shall apply to all such fees
which he or she so elects to defer and which are payable during the first
calendar year he or she serves as a Director. Any election which is made and not
revoked before the effective date of a Director's election shall become
irrevocable on such date and an election once irrevocable shall remain
irrevocable through the end of the calendar year which includes such effective
date. Any election which is made after such effective date and not revoked
before the end of the 30 day period immediately following such effective date
shall become irrevocable immediately after the last day in such 30 day period,
and an election once irrevocable shall remain irrevocable through the end of the
calendar year which includes the last day in such 30 day period.
3.2. Annual Deferral Elections. A Director before the beginning of
any calendar year shall have the right to elect on the form provided for this
purpose to defer the payment of his or her Meeting Fees and Retainer or Meeting
Fees or Retainer which are otherwise payable during such calendar year. Any
election which is made and which is not revoked before the beginning of such
calendar year shall become irrevocable on the first day of such calendar year
and shall remain irrevocable through the end of such calendar year.
<PAGE>
3.3. Automatic Election Extension. If a Director has made a deferral
election under either ss.3.1 or ss.3.2 for any calendar year and has not revoked
such election before the beginning of any subsequent calendar year, such
election shall remain in effect for each such subsequent calendar year and shall
be irrevocable through the end of each such subsequent calendar year.
3.4. Account Credits. The Meeting Fees and Retainer or Meeting Fees
or Retainer which a Director elects to defer under this ss.3 shall be credited
to his or to her Account as of the date SunTrust determines that such fees
otherwise would have been payable directly to the Director if no election had
been made under this ss.3.
3.5. SunTrust Subsidiary. If a Director makes a deferral election
under this ss.3 and he or she is a member of the Board of Directors of any
SunTrust subsidiary, SunTrust shall direct such subsidiary, or each such
subsidiary, to stop paying the Directors' Retainer and Meeting Fees or Retainer
or Meeting Fees in accordance with the terms of the Director's election under
this ss.3 to the extent that such election is effective under this Plan with
respect to such fees. Similarly, if a Director terminates any such election
under this ss.3, SunTrust shall direct the subsidiary, or each subsidiary, to
resume paying the Directors' Retainer and Meeting Fees or Retainer or Meeting
Fees in accordance with the Director's election to the extent such election is
effective under this Plan with respect to such fees.
ss.4.
ACCOUNT ADJUSTMENTS
4.1. General. Each Director who first makes an election under ss.3
shall make an election at the same time under this ss.4 on the form provided for
this purpose to treat the credits made to his or her Account as made either 100%
to his or her Interest Subaccount or 100% to his or her Stock Subaccount.
Thereafter a Director shall have the right to elect to change such election with
respect to future credits, and any such election shall (if properly made) be
effective for credits made under ss.3.4 after the end of the calendar year in
which the Director makes such election. An election under this ss.4.1 shall be
made on the form provided for this purpose and shall be effective only if made
in accordance with the directions on such form.
4.2. Interest Subaccount. Any credits which a Director elects to
treat as made to his or her Interest Subaccount shall be adjusted as of the
first day in each calendar quarter based on the prime interest rate in effect on
the last day of the immediately preceding calendar quarter at Trust Company
Bank. Such credits shall be made until his or her Interest Subaccount is
distributed in full in accordance with ss.5.
<PAGE>
4.3. Stock Subaccount. Any credits which a Director elects to treat
as made to his or her Stock Subaccount shall be deemed to purchase shares of
SunTrust Stock. The number of shares deemed purchased shall be determined by
dividing the credits made as of any date to a Director's Stock Subaccount by the
closing price of a share of SunTrust Stock for such date as accurately reported
in The Wall Street Journal. Any credits made to a Director's Stock Subaccount
shall be adjusted as of the first day in each calendar quarter based on the
number of the shares of SunTrust Stock deemed purchased with such credits times
the closing price of a share of SunTrust Stock as accurately reported in The
Wall Street Journal for the last business day of the immediately preceding
calendar quarter. Additional shares of SunTrust Stock shall be deemed purchased
whenever a cash dividend is paid on SunTrust Stock on the date the dividend is
paid on the same basis as shares are deemed purchased when a credit is made to a
Stock Subaccount. An appropriate adjustment in the credits made to a Stock
Subaccount or the shares of SunTrust Stock deemed purchased for such subaccount
shall be made whenever dividends are paid other than in cash or there is a stock
split or other adjustment or distribution made by SunTrust with respect to
SunTrust Stock.
ss.5.
DISTRIBUTIONS
5.1. General. The balance credited to a Director's Account shall
(subject to ss.5.2(b)) first become distributable to him or to her on the first
day of the calendar year which immediately follows the calendar year which
includes his or her date of death or the effective date of his or her
resignation, removal or retirement as a Director, whichever comes first, and the
distribution shall be made as soon as practicable after the beginning of such
calendar year. A Director shall have the right to elect that his or her Account
be distributed in one of the distribution forms described in ss.5.2 and any such
election shall be irrevocable. If such election is made at least one full year
before his or her Account first becomes distributable, the Director's Account
shall be distributed in accordance with such election. If such election is made
less than one full year before his or her Account first becomes distributable,
the Director shall be deemed to have made an election under this Plan for a
standard lump sum distribution under ss.5.2(a). All distributions under this
Plan shall be made in cash.
5.2. Distribution Forms.
5.2.1. Standard Lump Sum. A Director shall have the right to elect
that his or her Account be distributed in a standard lump sum, and a standard
lump sum distribution shall be made as soon as practicable after his or her
Account first becomes distributable under ss.5.1.
<PAGE>
5.2.2. Accelerated Lump Sum. A Director shall have the right to
elect that his or her Account be distributed in an accelerated lump sum. If a
Director makes such an election, his or her Account shall be treated under
ss.5.1 as first becoming distributable on the first day of the first calendar
quarter which immediately follows the calendar quarter which includes his or her
date of death or the effective date of his or her resignation, removal or
retirement as a Director, whichever comes first, and his or her accelerated lump
sum election shall be effective only if made at least one full year before the
first day of the calendar quarter in which his or her Account is treated (as a
result of this ss.5.2(b)) as first becoming distributable under ss.5.1. If a
Director's accelerated lump sum election is effective, the accelerated lump sum
distribution shall be made as soon as practicable after the beginning of the
calendar quarter in which his or her Account is so treated as first
distributable.
5.2.3. Five Annual Installments. A Director shall have the right to
elect that his or her Account be distributed in five annual installments. If a
Director's Account is distributed under this distribution form, the first annual
installment shall be made as soon as practicable after his or her Account first
becomes distributable under ss.5.1. The amount distributable each calendar year
shall be determined by multiplying the Director's Account by a fraction, the
numerator of which shall be one and the denominator of which shall be the number
of installments remaining after such installment has been paid plus one. The
second annual installment through the fifth annual installment shall be
distributed on or about the anniversary of the distribution of the first annual
installment. 5.2.4. Ten Annual Installments. A Director shall have the right to
elect that his or her Account be distributed in ten annual installments. If a
Director's Account is distributed under this distribution form, the first annual
installment shall be made as soon as practicable after his or her Account first
becomes distributable under ss.5.1, and the amount distributable each calendar
year shall be determined by multiplying the Director's Account by a fraction,
the numerator of which shall be one and the denominator of which shall be the
number of installments remaining after such installment has been paid plus one.
The second annual installment through the tenth annual installment shall be
distributed on or about the anniversary of the distribution of the first annual
installment.
5.3. Beneficiary.
(a) Designation. A Director shall have the right to designate a
person, or more than one person, as his Beneficiary to receive the balance
credited to his or her Account in the event of his or her death. Any such
designation shall be made on a form provided for this purpose and shall be
effective when such form is properly completed and delivered (in accordance with
the instructions on such form) by the Director to SunTrust before his or her
death. A Director may change his or her Beneficiary designation from time to
time and, if a Director changes his or her Beneficiary at any time, his or her
Beneficiary shall be the person or persons designated on the last form which is
effective on his or her date of death. If no Beneficiary designation is in
effect on the date a Director dies or if no designated Beneficiary survives the
Director, the Director's estate automatically shall be treated as his or her
Beneficiary under this Plan.
<PAGE>
(b) Distribution. If a Director's Beneficiary is a natural person,
the Director's Account shall be distributed, or shall continue to be distributed
to such person, in accordance with the distribution election in effect for the
Director on the date of his or her death. If a Director's beneficiary is a
person other than a natural person, the balance credited to the Director's
Account shall be distributed to such person in a lump sum as soon as practicable
after the Director's Account first becomes distributable under ss.5.1 without
regard to the distribution form which the Director had elected.
5.4. General Assets. All distributions to, or on behalf of, a
Director under this Plan shall be made from SunTrust's general assets, and any
claim by a Director or by his or her Beneficiary against SunTrust for any
distribution under this Plan from such assets shall be treated the same as a
claim of any general and unsecured creditor of SunTrust.
ss.6.
MISCELLANEOUS
6.1. Making and Revoking Elections. An election shall be treated or
made or revoked under this Plan only when the form provided for making such
election or revocation is properly completed and delivered to SunTrust in
accordance with the instructions on such form.
6.2. No Liability. No Director and no Beneficiary of a Director
shall have the right to look to, or have any claim whatsoever against, any
officers, director, employee or agent of SunTrust or any affiliate of SunTrust
in his or her individual capacity for the distribution of any Account.
6.3. No Assignment; Binding Effect. No Director or Beneficiary shall
have the right to alienate, assign, commute or otherwise encumber an Account for
any purpose whatsoever, and any attempt to do so shall be disregarded as
completely null and void. The provisions of this Plan shall be binding on each
Director and Beneficiary and on SunTrust.
6.4. Administration. This Plan shall be administered at any time by
the person who at such time is the Senior Vice President and Director, Human
Resources (or who acts as the functional equivalent to SunTrust's Senior Vice
President and Director, Human Resources as such person functioned on January 1,
1994) or his or her successor, or such person's or successor's delegate, and
such officer or successor or delegate shall have the right and the power and the
responsibility to take such equitable and other action as he or she deems proper
or appropriate under the circumstances to properly administer this Plan.
6.5. Construction. This Plan shall be construed in accordance with
the laws of the State of Georgia. Headings and subheadings have been added only
for convenience of reference and shall have no substantive effect whatsoever.
All references to sections shall be to sections to this Plan. All references to
the singular shall include the plural and all references to the plural shall
include the singular.
<PAGE>
6.6. Term of Office. A Director's participation in this Plan shall
not constitute a contract for a Director to serve as a member of the Board for
any particular term or for any particular rate of Compensation, and
participation in this Plan shall have no bearing whatsoever on such terms or
Compensation or on any other conditions for membership on the Board.
6.7. 1934 Act. With respect to persons subject to Section 16 of the
Securities Exchange Act of 1934 ("1934 Act"), transactions under this Plan are
intended to comply with all applicable conditions of Rule 16(a)-1(c)(3)(ii) or
its successors under the 1934 Act. To the extent any provision of this Plan or
act by the Plan administrator fails to so comply, it shall be deemed null and
void, to the extent permitted by law and deemed advisable by the Plan
administrator.
6.8. Individual Deferred Compensation Agreements. If a Director has
entered into an unfunded individual deferred compensation agreement with
SunTrust, SunTrust shall have the right to transfer the balance credited as of
January 1, 1994 to the Director's bookkeeping account under such agreement to
this Plan as a credit made as of such date under this Plan to an Account, or
more than one Account, for such Director if (1) the Director agrees to the
cancellation of such agreement as a condition to the transfer of such
bookkeeping credit, (2) the Director agrees to look exclusively to this Plan for
the payment of any such bookkeeping credit and for the terms and conditions for
such payment and (3) the Director makes an election under ss.4 with respect to
his or her Account, or his or her Accounts. If a benefit was payable to the
Director under such agreement at the time of such transfer or he or she had
elected a benefit payment form for a benefit under such agreement, (A) such
benefit shall be paid in the form described in ss.5.2(a) if the payment period
called for under such agreement or such election for such benefit was less than
5 years, (B) such benefit shall be paid in the form described in ss.5.2(c) if
the payment period called for under such agreement or such election for such
benefit was 5 years or more but less than 10 years and (C) such benefit shall be
paid in the form described in ss.5.2(d) if the payment period called for under
such agreement or such election for such benefit was 10 years of more.
6.9. Amendment and Termination. The Board shall have the right to
amend this Plan from time to time and to terminate this Plan at any time;
provided, however, the balance credited to each Account immediately after any
such amendment or termination shall be no less than the balance credited to such
Account immediately before such amendment or termination and no amendment or
termination shall adversely affect a Director's right to the distribution of his
or her Account or his or her Beneficiary's right to the distribution of such
Account.
<PAGE>
6.10. Effective Date. This Plan shall be effective only for Meeting
Fees and Retainer payable after December 31, 1993.
SUNTRUST BANKS, INC.
By: _______________________
Title: _______________________
EXHIBIT 10.22
MANAGEMENT INCENTIVE COMPENSATION PLAN OF
CRESTAR FINANCIAL CORPORATION
Amended and Restated
Effective January 1, 1998
<PAGE>
Management Incentive Compensation Plan of
Crestar Financial Corporation
INTRODUCTION
Crestar Financial Corporation (the "Sponsor"), a corporation organized
under the laws of the Commonwealth of Virginia, hereby amends and restates,
effective as of January 1, 1998, the Management Incentive Compensation Plan of
Crestar Financial Corporation (the "Plan"). The Plan was originally adopted
March 24, 1967, as the Incentive Compensation Plan of United Virginia Bankshares
Incorporated and Affiliated Corporations and has been amended from time to time
thereafter effective through January 1, 1989. This amendment and restatement,
effective as of January 1, 1998, conforms the description of the procedures used
by the Committee and the Employers and takes into account the Amended and
Restated Agreement and Plan of Merger by and among SunTrust Banks, Inc.
("SunTrust"), Crestar Financial Corporation and SMR Corporation (Va.), dated as
of July 20, 1998 (the "Agreement") pursuant to which the Sponsor will become a
wholly owned subsidiary of SunTrust on December 31, 1998.
This Plan is intended to provide key officers who do not participate in
production incentive programs with extra incentive beyond the financial rewards
built into a competitive base salary program and to focus their attention on
short-term (annual) corporate objectives by recognizing both individual and
corporate performance.
ARTICLE 1
DEFINITIONS
1.01. Affiliate means any corporation if at least fifty-one percent (51%) of its
stock is owned, directly or indirectly, by the Sponsor as of July 20, 1998.
1.02. Award means an incentive compensation award under this Plan.
1.03 Award Schedule means the schedule adopted by the Committee, as described in
Plan article 3, containing targeted Return on Equity goals, including a minimum
threshold below which no Awards are made under this Plan.
1.04. Beneficiary means, with respect to all or part of any Award payable under
this Plan that the Employee has not elected to defer under the Deferred
Compensation Program, the beneficiary or beneficiaries that receive death
benefits at the Employee's death under the Crestar Financial Corporation
Executive Life Insurance Plan or under the Crestar Financial Corporation Group
Life Plan (or any successor plan to either such plan), whichever is applicable.
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If the Employee is not a participant in either such plan, then the Employee's
Beneficiary for any Award that the Employee has elected not to defer under the
Deferred Compensation Program is the Employee's surviving spouse and if the
Employee has no surviving spouse, the Employee's estate. With respect to all or
any part of an Award payable under this Plan that the Employee elects to defer
under the Deferred Compensation Program, Beneficiary means the Employee's
beneficiary as determined under the Deferred Compensation Program.
1.05. Board of Directors means the Board of Directors of the Sponsor and Crestar
Bank.
1.06. Committee means the Human Resources and Compensation Committee of the
Board.
1.07. Compensation means the regular base pay of an Employee for a Year without
regard to salary deferrals or salary reductions, exclusive of commissions,
bonuses, Awards under this Plan, and any other types of incentive compensation
or supplemental pay. In the case of an Employee who is employed by two or more
Employers during any Year, Compensation means the total of the Employee's
Compensation from all such Employers; and each Employer must consider that
amount in determining such Employee's eligibility to participate in this Plan.
In the case of an individual who becomes an Employee after the first day of the
Year, whether as a new hire or through a promotion, and in the case of an
Employee who is entitled a pro-rated Award as a result of his Retirement,
Disability or death during a Year, Compensation means Compensation received by
the individual while he was an Employee during the Year.
1.08. Continuing Directors means the non-employee members serving on the
Sponsor's Board and the board of directors of Crestar Bank immediately prior to
the Control Change who, after the Control Change, continue to be members of
either the Sponsor's Board or the board of directors of Crestar Bank.
1.09. Control Change means the effective time of the consummation of the merger
of Crestar Financial Corporation and SMR Corporation pursuant to the Amended and
Restated Agreement and Plan of Merger by and among SunTrust Banks, Inc., Crestar
Financial Corporation and SMR Corporation (Va.), dated as of July 20, 1998,
whereby the Sponsor will become a wholly owned subsidiary of SunTrust Banks,
Inc.
1.10. Deferred Compensation Program means the Crestar Financial Corporation
Deferred Compensation Program under the Crestar Financial Corporation Management
Incentive Compensation Plan, as in effect at the relevant time.
1.11. Disability means a condition that qualifies an Employee to receive
benefits under the Crestar Financial Corporation Long-Term Disability Plan or
that would qualify him to receive such benefits if he were a participant in that
plan.
1.12. Effective Date means January 1, 1998, the effective date of the Plan as
amended and restated in this document.
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1.13. Employee means an employee of an Employer who meets the eligibility
standards for participation in this Plan as specified by the Committee. Until
changed by the Committee, Employee means an Employee at salary grade 30 or above
and who is not eligible for any specialized incentive production plan of an
Employer or who does not have an agreement with any Employer that precludes his
eligibility to participate in this Plan.
1.14. Employer means the Sponsor and its Affiliates as of December 20, 1998 and
any successor to the Sponsor.
1.15. Leave of Absence means an absence authorized by an Employee's Employer
without loss of employment status, including absence on account of illness or
under the Family and Medical Leave Act, business of the Employer, vacation, and
service in the Armed Forces of the United Sates. In the case of service in the
Armed Forces of the United States (or Family and Medical Leave Act leave), the
Employee must return to the employment of the Employers within the period during
which his reemployment rights are protected by law, whether or not Compensation
is paid during such absence.
1.16. Personal Target means the schedule established by the Committee, as
described in Plan article 3, stating the corporate performance measurement
percentage and the individual performance percentage which are applied to the
Award Schedule's payout for a Year to determine the amount of an Employee's
Award, if any, payable under this Plan for that Year.
1.17. Plan means the Crestar Financial Corporation Management Incentive
Compensation Plan, as described in this document and any appendixes, schedules,
and exhibits, as amended from time to time.
1.18. Retirement means Normal Retirement, Early Retirement or Postponed
Retirement, as described in the Retirement Plan for Employees of Crestar
Financial Corporation and Affiliated Corporations as in effect on January 1,
1998.
1.19. Return on Equity means the percentages stated in the Award Schedule to
determine the level of Award payouts, if any, for a Year. Return on Equity is
generally determined by dividing net income from continuing operations of the
Employers for the Year by average shareholder equity for the Year, with such
adjustments as the Committee, in its discretion, may deem appropriate. For
example, in determining Return on Equity for a Year, the Committee, in its
discretion, may decide to disregard extraordinary, nonrecurring items of income
or expense. The Committee in its discretion shall determine how Return on Equity
shall be calculated for the 1998 Year.
1.20. Sponsor means Crestar Financial Corporation.
1.21. Year means a calendar year.
<PAGE>
ARTICLE 2
ELIGIBILITY
To be eligible for consideration for an Award for a Year, an Employee must
be an Employee on December 31 of that Year except that an Employee terminating
during a Year because of Retirement, Disability or death is eligible for
consideration for a pro-rated Award for that Year based on Compensation received
as an Employee during the Year. An Employee who has been designated as eligible
for the Plan for a Year and who is not at work with his Employer on December 31
because of a Leave of Absence may be eligible for a full or partial award for
that Year as determined by the Committee.
ARTICLE 3
AWARDS
3.01. Determination of Award Targets
Awards under this Plan for a Year are determined by the Committee based on
the Award Schedule and each Employee's Personal Target as described in this Plan
section 3.01.
(a) Award Schedule. Each Year the Committee establishes an Award Schedule
containing targeted Return on Equity percentages for that Year with
corresponding Award payouts expressed as a percentage of Personal Targets. The
Award Schedule shall contain a minimum Return on Equity target which must be
achieved before any Award is payable under this Plan for that Year. In setting
the Return on Equity targets for a Year, the Committee, in its discretion, may
consider such factors as it determines appropriate, such as industry performance
for the prior year and projected Return on Equity for the current Year.
(b) Personal Targets. Each Year the Committee establishes Personal Targets
for Awards, expressed as a percentage of Compensation for each salary grade
level of Employees. In setting the Personal Targets, the Committee, in its
discretion, may consider such factors as it determines appropriate, including
but not limited to, competitive compensation data and the Employers' desire to
provide incentives to Employees. Each Personal Target is divided into two parts,
a corporate performance part (based on a corporate performance measure
determined by the Committee, such as return on Equity) and an individual
performance part (based on the Employee's individual achievements). The
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<PAGE>
corporate performance measure is a higher portion of the Personal Target for
more senior level Employees and the individual performance part is a higher
portion of the Personal Target for Employees in lower grade levels.
(c) Communication to Employees. Employees are notified of the Award
Schedule and their Personal Targets for a Year as soon as practicable after the
Award Schedule and Personal Targets are established by the Committee.
3.02 Determination of Award Payouts
(a) Corporate performance determinations. Award calculations for a Year
are generally made in January after final Return on Equity results for the
preceding Year are known. The Committee, in its discretion, determines the
Return on Equity level that is achieved for the Year and decides whether the
Return on Equity calculation should disregard or take into account extraordinary
items of income or expense for that Year or other items as the Committee
determines is appropriate. For the 1998 Year, the Committee may determine the
appropriate factors to consider in determining the Return on Equity calculation
for purposes of this Plan and for what portion of the Year the calculation shall
be performed. No Awards are payable for a Year if the Return on Equity is less
than the minimum threshold provided in the Award Schedule. Except as provided in
subsection (d) below, the corporate performance part of the Personal Target is
not subject to adjustment by the Employee's manager.
(b) Individual performance. If the Return on Equity for the Year is at or
above the minimum threshold required for Award payouts, each Employee's manager
assess the Employee's personal achievements for the Year. The individual
performance part of an Employee's Award may range from zero to 150% of the
Personal Target (or from zero to 200% for certain officers designated by the
Committee), depending on the manager's assessment of the Employee's performance
for the Year and the approval of the Committee or its delegate. In the case of
Proxy reporting executive officers, the Committee evaluates each officer's
individual achievements for the Year and determines the individual performance
part of such officer's Award, if any.
(c) Approval of Awards. As soon as practicable after the end of each Year,
each manager must send to the Committee or its delegate the manager's
performance rating for each evaluated Employee along with the manager's
recommendations on the amount of any Award for each evaluated Employee. Upon
receiving the recommendations of the Employee's manager, the Committee or its
delegate determines the final amount of each Award, in its sole discretion.
(d) Forfeiture of Awards. An Employee who does not meet the eligibility
standards described in Plan article 2 is not considered for an Award for a Year.
An Employee who receives a performance rating of "inconsistent" or lower from
his manager for a Year is ineligible for an Award (both the corporate and the
individual performance portions of the Award) for that Year, regardless of
whether Awards are otherwise payable to other Employees according to the Award
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Schedule. In addition, an Award approved by the Committee or its delegate may be
revoked prior to its payment to the Employee if the Employee is determined to
have been guilty of serious misconduct at any time during his employment with
the Employers. For purposes of the preceding sentence, "serious misconduct"
means the Employee's dishonesty, fraud, embezzlement, conviction of a felony or
a serious violation of the Sponsor's Standards of Conduct, as determined in the
sole discretion of the Committee.
3.03 Distribution of Awards
(a) Cash payments. Except as provided in subsection (b), Awards payable
under this Plan are distributed in a lump sum cash payment through the payroll
account of the Employer of the Employee receiving an Award as soon as
practicable after the Awards have been approved. Awards approved for the 1998
Year will be distributed in accordance with this normal distribution schedule.
(b) Deferral of Awards. Notwithstanding subsection (a), any Employee
entitled to receive an Award under the Plan and eligible to participate in the
Deferred Compensation Program may elect to defer the receipt of the distribution
of part or all of the Award according to the procedures under the Deferred
Compensation Program. For purposes of this subsection (b), any deferral
elections previously made by Employees pursuant to the Deferred Compensation
Program for Awards granted in 1998 will be honored.
(c) Tax withholding. All Awards made under this Plan are subject to
applicable withholding of local, state and federal income taxes and Social
Security taxes, as required by law.
ARTICLE 4
COMPENSATION COMMITTEE
4.01. Duties and Authority of Committee
(a) The Committee retains the duties and authority specified in this Plan,
including those described in this section, subject to Plan section 4.02.
(b) The Committee must establish the Award Schedule and the Personal
Targets as described in Plan article 3. The Committee has the sole discretion to
determine whether the Return on Equity targets have been met, to approve Awards
to Employees upon receiving the recommendations of the managers and to determine
the amount of any Awards to Proxy reporting executive officers. As soon as
practicable after Awards are determined, the Committee must report to the Board,
the Chief Executive Officer or other appropriate executives of the Sponsor the
amounts of any Awards granted for the preceding Year and the persons entitled to
those Awards.
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(c) The Committee has the sole power to construe the Plan and to determine
all questions that arise under the Plan, including questions relating to the
interpretation and administration of the Plan. The decision of the Committee
upon any matter within the scope of its authority is final and binding upon all
persons including any Employee and his Beneficiaries and any Employer, its board
of directors, officers and shareholders.
(d) The Committee may appoint agents and may delegate any of its authority
under the Plan, subject to subsection (e).
(e) No individual and no member of the Committee may vote or otherwise
participate in any determination of any Award with respect to himself.
4.02 Administration after Control Change.
After the Control Change, if the Committee no longer functions, the
Continuing Directors assume the duties and authority of the Committee under this
Plan, including the authority to construe the Plan, to resolve questions
relating to the interpretation and administration of the Plan and to determine
the amount of any Award to an Employee who is or would have been a Proxy
reporting executive officer for the 1998 Year. Such decisions must be made by a
majority of the Continuing Directors (excluding any Continuing Director who is
an Employee), which must consist of at least three Continuing Directors.
ARTICLE 5
AMENDMENT AND TERMINATION
5.01. Amendment and Termination
(a) Except as provided in Plan section 5.02, the Sponsor retains the
right, through action of its Board, its Executive Committee or its delegate, to
terminate this Plan or to amend this Plan at any time to any extent and in any
manner, prospectively or retroactively, and especially to qualify or retain
qualification of this Plan as an incentive bonus plan. Unless otherwise
provided, any such amendment will be effective for all Employees, whether or not
then employed by an Employer, and their Beneficiaries.
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(b) Change in eligibility. Except as provided in Plan section 5.02, the
Sponsor has the right, through action of its Board, its Executive Committee or
its delegate, at any time to terminate prospectively the rights under the Plan
of any Employee and to terminate the eligibility of any Employee or any group of
Employees to participate in this Plan.
5.02. After a Control Change
Notwithstanding any other provisions of this Plan, after the Control
Change, this Plan will automatically terminate when all Awards are distributed
(or deferred, if applicable, under the Deferred Compensation Program) to
Employees or their Beneficiaries who are eligible to receive Awards for the 1998
Year in accordance with the terms of this Plan.
ARTICLE 6
MISCELLANEOUS
6.01. No Trust
No trust is deemed established by this Plan. Reserves maintained by the
Sponsor or any other Employer, if any, are bookkeeping entries only and no
person is deemed to have an interest therein except as expressly provided in
this Plan.
6.02 Death
Payment of an Award due an Employee who dies during the Year or after
December 31 of the Year to which the Award relates is made to such Employee's
Beneficiary.
6.03 Status of Award
An Award once made by the Committee constitutes an unsecured debt from the
Employer to the Employee or his Beneficiary. Notwithstanding the preceding
sentence, an Employee has no claim against his Employer prior to the approval
and determination of an Award to him by the Committee.
6.04 Interpretation of Plan
(a) Governing laws. The Plan must be construed, enforced, and administered
in accordance with the laws of Virginia (including Virginia's choice-of-law
rules, except to the extent those laws would require application of the law of a
state other than Virginia), unless the laws of the United States of America take
precedence and preempt state laws.
8
<PAGE>
(b) Construction rules. For construction, one gender includes all, and the
singular and plural include each other. The headings and subheadings in this
Plan have been inserted for convenience of reference only and are to be ignored
in any construction of the Plan provisions. If a provision of the Plan is not
enforceable, that fact does not affect the enforceability of any other
provision.
6.05. Plan Creates No Separate Rights
(a) No employment rights. The Plan creates no employment rights and does
not modify the terms of an Employee's employment. The Plan is not a contract
between the Employer and any Employee or an inducement for anyone's employment
or continued employment. Nothing contained in this Plan shall be deemed to give
any Employee the right to be retained in the service of the Employer or to
interfere with the right of the Employer to discharge any Employee at any time,
regardless of the effect that a discharge may have upon him as a participant in
this Plan.
(b) Other plans. Unless the law or this Plan explicitly provides
otherwise, rights under any other employee benefit plan maintained by the
Employer (for example, benefits upon an Employee's death, retirement, or other
termination of employment) do not create any rights under this Plan to benefits
or continued participation. The fact that an individual is eligible to receive
an Award under this Plan does not create any rights under any other employee
benefit plan maintained by an Employer, unless that plan or the law explicitly
provides otherwise.
6.06. Nonalienation of Benefits
Except as permitted by law and this Plan section, no assignment of any
rights or benefits arising under the Plan is permitted or recognized. No rights
or benefits are subject to attachment or other legal or equitable process or
subject to the jurisdiction of any bankruptcy court. If any Employee is
adjudicated bankrupt or attempts to assign any benefits, then in the Committee's
discretion, those benefits cease. If that happens, the Committee may apply those
benefits for that Employee as the Committee sees fit. The Employers are not
liable for or subject to the debts, contracts, liabilities, or torts of any
person entitled to an Award under this Plan.
6.07. Action by Corporation
Any action of the Sponsor or any Employer under this Plan may be made by
its board of directors, the executive committee of its board, or any authorized
officer or other person with authorization from that board or under this Plan.
9
<PAGE>
SIGNATURE PAGE
As evidence of the adoption of the Management Incentive Compensation
Plan of Crestar Financial Corporation as amended and reflected in this document,
effective as of January 1, 1998, this document has been signed by its duly
authorized officer.
CRESTAR FINANCIAL CORPORATION
By:_____________________________
Human Resources Director
10
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1990
TABLE OF CONTENTS
Section Page
- -------- -----
INTRODUCTION......................................... Introduction-1
ARTICLE 1 -- GENERAL..............................................1-1
1.01. Plan Creates No Separate Rights..........................1-1
(a) Rights only by statute............................1-1
(b) Employment modification...........................1-1
(c) Trust Agreement, Plan Contract control............1-2
1.02. Delegation of Authority..................................1-2
(a) Primary Employer. The Primary Employer's acts may be
accomplished by the Primary Employer's Designee (without
further authorization than this Plan subsection) or by any
other person with authorization from the Primary Employer's
Board.
(b) Sponsor...........................................1-2
(c) Other Employers...................................1-2
(d) Administrator's Rules.............................1-2
1.03. Limitation of Liability..................................1-3
(a) Section governs...................................1-3
(b) Individual liability..............................1-3
(c) Co-Fiduciary liability............................1-3
(e) Allocating and delegating.........................1-4
(f) Release...........................................1-4
1.04. Legal Action.............................................1-4
1.05. Benefits Supported Only by Plan Assets and Sponsor.......1-5
1.06. Administration Standards.................................1-5
i
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Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1990
TABLE OF CONTENTS
Section Page
- -------- -----
1.07. Primary Employer and Other Employers.....................1-5
(a) Primary Employer..................................1-5
(b) Sponsors, Employers...............................1-5
1.08. Method of Participation..................................1-6
1.09. Withdrawal by Employer...................................1-6
1.10. Tax Year.................................................1-6
1.11. Suspension Periods.......................................1-7
ARTICLE 2 -- PARTICIPATION........................................2-1
2.01. Conditions of Participation..............................2-1
(a) Special participation rule........................2-1
(b) Beginning participation...........................2-1
2.02. Employment and Eligibility Status Changes................2-2
(a) Changing to non-Covered Employee..................2-2
(b) Changing to Covered Employee......................2-2
2.03. Renewed Participation....................................2-2
2.04. Determination of Eligibility.............................2-2
2.05. Enrollment...............................................2-3
(a) Application.......................................2-3
(b) Acknowledgement...................................2-3
2.06. Certification of Participation...........................2-3
2.07. Suspension Periods.......................................2-3
ii
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Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1990
TABLE OF CONTENTS
Section Page
- -------- -----
ARTICLE 3 -- CONTRIBUTIONS........................................3-1
3.01. Suspension Periods.......................................3-1
3.02. General Provisions on Employer Contributions.............3-1
(a) Section is primary................................3-1
(b) Qualification intended............................3-1
(c) Questioned qualification..........................3-2
(d) Mistake of fact...................................3-2
(e) Exclusive purpose.................................3-2
(f) Determining contributions.........................3-3
(g) Contributing......................................3-3
(h) Cash or property..................................3-3
(i) Administrator's discretion........................3-3
(j) Administrator's Rules.............................3-3
3.03. General Provisions on Participant-owner and
Beneficiary-owner Contributions..........................3-4
(a) Section is primary................................3-4
(b) Payroll deduction.................................3-4
(c) Not payroll deduction.............................3-5
(d) Non-cash contributions allowed....................3-5
(e) Contributions Nonforfeitable......................3-5
(f) Time for contributions............................3-5
(g) Transfers by Employers............................3-5
(h) Transfers by Administrator........................3-6
(i) Payment determines time of Earned Benefit.........3-6
(j) Mandatory Contributions...........................3-6
(k) Voluntary Contributions...........................3-6
3.04. Cash and Non-cash Contributions..........................3-7
(a) Non-cash contributions allowed....................3-7
(b) Value of non-cash contributions...................3-7
3.05. Basic Contribution.......................................3-7
(a) General...........................................3-7
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Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1990
TABLE OF CONTENTS
Section Page
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(b) Borrowing offset..................................3-9
(c) Source of Basic Contribution......................3-9
3.06. Transfers................................................3-9
3.07. Additional Contribution.................................3-10
3.08. Division of Cost of Plan Contract.......................3-10
(a) General..........................................3-10
(b) Participant-owner's or Beneficiary-owner's cost..3-11
(c) Employer's cost..................................3-12
ARTICLE 4 -- BENEFIT ENTITLEMENT..................................4-1
4.01. Benefits Provided........................................4-1
(a) General...........................................4-1
(b) Division of ownership interest in Plan Contract...4-1
4.02. Loss of Benefits.........................................4-9
(a) Failure to pay Mandatory Contribution.............4-9
(b) Failure to pay Basic Contribution................4-10
(c) Plan termination or end of participation.........4-11
4.03. Suspension Periods......................................4-11
4.04. General Allocation Rules and Limitations................4-12
(a) General limits...................................4-12
(b) Deductibility limitation.........................4-12
(c) Unallocated assets...............................4-12
(d) Non-cash contributions...........................4-13
(e) Maximum Annual Addition limitations..............4-13
(f) Special Annual Addition allowances and
limitations......................................4-14
(g) Limitation related to excise taxes...............4-14
(h) The Excess-addition Suspense Account.............4-14
iv
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Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1990
TABLE OF CONTENTS
Section Page
- -------- -----
4.05. Accounts................................................4-15
(a) Suspense Accounts................................4-15
(b) Named Accounts generally.........................4-17
(c) Plan Liability Accounts..........................4-17
(d) Employer Contribution Accounts...................4-18
(e) Accounts that make up Employer Contribution
Account..........................................4-18
4.06. Formula Allocations.....................................4-19
(a) General..........................................4-19
(b) Program of Allocations...........................4-20
(c) Notices required.................................4-20
4.07. Basic Contribution Allocations..........................4-20
(a) Formula allocations..............................4-20
(b) Primary Employer's Designee designation..........4-21
(c) Failure to designate.............................4-21
4.08. Matching Contribution Allocations.......................4-22
(a) Formula allocations..............................4-22
(b) Primary Employer's Designee's designation........4-22
(c) Failure to designate.............................4-22
4.09. Employee After-tax Contribution Allocations.............4-23
4.10. Allocations from Employer-designated Suspense Account...4-24
(a) Formula allocations..............................4-24
(b) Primary Employer's Designee's designation........4-24
(c) Failure to designate.............................4-25
4.11. Allocations from Income Suspense Account................4-25
(a) Formula allocations..............................4-25
(b) Primary Employer's Designee's designation........4-25
(c) Failure to designate.............................4-26
v
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Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1990
TABLE OF CONTENTS
Section Page
- -------- -----
ARTICLE 5 -- VESTING..............................................5-1
5.01. Suspension Periods.......................................5-1
5.02. Nonforfeitable Earned Benefits...........................5-1
(a) Nonforfeitable....................................5-1
(b) Full and partial..................................5-1
(c) No reduction or expiration acceleration...........5-2
(d) Not unconditional.................................5-2
(e) Nonforfeitable Accounts...........................5-2
(f) Full vesting......................................5-3
(g) Nullifying Plan provisions........................5-3
5.03. Vesting Credits..........................................5-3
(a) One Vesting Credit................................5-3
(b) Exceptions........................................5-4
(c) Non-covered work credited.........................5-6
5.04. Forfeitable Earned Benefits..............................5-6
5.05. Forfeitures..............................................5-6
(a) Basic rules governing time of Forfeiture..........5-6
(b) Time of distributions in relationship to time of
Forfeiture...............................................5-7
(c) Allocation of Forfeitures.........................5-7
ARTICLE 6 -- DISTRIBUTIONS........................................6-1
6.01. General Provisions on Benefits, Distributions, Transfers.6-1
(a) Suspension Periods................................6-1
(b) Article controls..................................6-1
(c) Administrator authority and discretion............6-1
(d) Discharge of liability............................6-2
(e) Plan termination distributions....................6-2
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Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1990
TABLE OF CONTENTS
Section Page
- -------- -----
(f) Special distributions allowed.....................6-3
(g) Unclaimed benefits................................6-3
(h) Recapture of payments.............................6-3
(i) Garnishments......................................6-4
(j) Distributions to minors and incompetents..........6-4
6.02. Claims...................................................6-5
(a) Distributions without claims......................6-5
(b) Claims to Administrator...........................6-5
(c) Administrator's response..........................6-5
(d) Denied claims.....................................6-5
6.03. Review of Claims.........................................6-6
(a) Administrator's review............................6-6
(b) Possible hearing..................................6-6
(c) Review decision time limit........................6-6
(d) Allowances if a committee reviews.................6-7
(e) Determination final...............................6-7
6.04. Administrator-directed Roll-out..........................6-8
6.05. Cancellation or Surrender of Plan Contract...............6-8
ARTICLE 7 -- BENEFICIARIES........................................7-1
7.01. Conditions of Eligibility................................7-1
7.02. Beneficiary Payments.....................................7-1
(a) Beneficiary entitlement...........................7-1
(b) Beneficiary designation...........................7-1
(c) Proof of death....................................7-2
7.03. Beneficiary-owners.......................................7-2
vii
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Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1990
TABLE OF CONTENTS
Section Page
- -------- -----
ARTICLE 8 -- AMENDMENT, TERMINATION, AND
MERGER............................................................8-1
8.01. Exercise of Powers.......................................8-1
(a) Source of powers..................................8-1
(b) Power to amend....................................8-1
(c) General power to amend, terminate, or transfer
assets/liabilities.......................................8-3
(d) Sponsor's powers suspended........................8-3
8.02. Amendment................................................8-3
(a) Sponsor...........................................8-3
(b) No diversion or assignment........................8-4
8.03. Plan Merger or Asset Transfer............................8-5
(a) No reduction of benefits..........................8-5
(b) Primary Employer's Designee's written directions..8-6
8.04. Discontinuance of Contributions..........................8-6
(a) Employers.........................................8-6
(b) Not a termination.................................8-6
8.05. Termination..............................................8-7
(a) General...........................................8-7
(b) Notice............................................8-7
(c) Termination as to specific Participants or groups of
Participants.............................................8-8
(d) Partial termination...............................8-8
(e) Distributions.....................................8-8
(f) No further rights.................................8-9
8.06. Effect of Employer Transactions..........................8-9
8.07. Rules About Entities Exercising Powers..................8-10
(a) Exhibits.........................................8-10
(b) Power to amend...................................8-10
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Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1990
TABLE OF CONTENTS
Section Page
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(c) Power to terminate...............................8-10
(d) Power over mergers...............................8-10
(e) Power over asset or liability transfers..........8-11
(f) Power to delegate................................8-11
(g) Other powers.....................................8-11
(h) Relationship to other Plan provisions............8-12
(i) Exercise of power................................8-12
8.08. Trigger Events, Restoration Events, and Consequences....8-12
(a) Application of section...........................8-12
(b) Limitation on amendment and termination rights...8-13
(c) Mergers and asset and liability transfers........8-13
(d) Consent to actions of Administrator..............8-13
(e) Consent to actions of committees.................8-14
(f) Other powers suspended...........................8-14
(g) Restoration events...............................8-14
8.09. Change in Control.......................................8-15
ARTICLE 9 -- PLAN CONTRACTS, TRUST FUND, AND
RELATED RULES.....................................................9-1
9.01. Suspension Periods.......................................9-1
9.02. Plan Contracts, Trust Agreements.........................9-1
(a) Plan Contracts....................................9-1
(b) Trust Agreements..................................9-1
9.03. Trust Fund; General Amounts; Segregated Amounts..........9-2
(a) General...........................................9-2
(b) Trusts and accounts...............................9-2
9.04. Valuation of Trust Fund..................................9-3
(a) When section applies..............................9-3
(b) Conclusive........................................9-3
(c) General Amounts...................................9-3
(d) Segregated Amounts................................9-3
ix
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Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1990
TABLE OF CONTENTS
Section Page
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(e) Adjustments.......................................9-3
(f) Participant Contributions.........................9-6
9.05. Directing the Trustee....................................9-6
(a) When section applies..............................9-6
(b) Persons who deal with a Trustee or co-Trustee.....9-6
(c) Appraisals........................................9-7
(d) Instructions regarding Employer ERISA Securities..9-7
(e) Compliance with Administrator's and Primary
Employer's Designee's directions.........................9-7
(f) Trustee's inability or unwillingness to comply with
directions...............................................9-7
9.06. Voting of Shares.........................................9-8
(a) When section applies..............................9-8
(b) Trustee's exercise of rights regarding Employer
Securities...............................................9-8
(c) Taxation..........................................9-8
(d) Information to Participants.......................9-9
ARTICLE 10 -- ADMINISTRATION.....................................10-1
10.01. Named Fiduciaries, Allocation of Responsibility.........10-1
(a) Suspension Periods...............................10-1
(b) Named Fiduciaries................................10-1
(c) Multiple-person Fiduciaries......................10-1
(d) Primary Employer.................................10-2
(e) Sponsor..........................................10-2
(f) Trustee..........................................10-2
(g) Administrator....................................10-2
(h) Lack of designation..............................10-3
(i) Allocation of responsibility.....................10-3
(j) Separate liability...............................10-3
x
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Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1990
TABLE OF CONTENTS
Section Page
- -------- -----
10.02. Administrator Appointment, Removal, Successors, Except
During a Suspension Period..............................10-4
(a) Application of section...........................10-4
(b) Administrator appointment........................10-4
(c) Administrator resignation, removal...............10-4
(d) Successor Administrator appointment..............10-4
(e) Successor Administrator-member appointment.......10-5
(f) Qualification....................................10-5
10.03. Administrator Appointment, Removal, Successors During a
Suspension Period.......................................10-5
(a) Application of section...........................10-5
(b) Suspension of Primary Employer's and Primary
Employer's Designee's powers............................10-5
10.04. Operation of Administrator..............................10-5
(a) Records, rules, and guidelines...................10-5
(b) Multiple-person Administrator's acts and
decisions........................................10-6
(c) Delegations by a multiple-person Administrator...10-6
10.05. Other Fiduciary Appointment, Removal, Successors, Except
During a Suspension Period..............................10-7
(a) Application of section...........................10-7
(b) Other Fiduciaries generally......................10-7
(c) Appointment......................................10-7
(d) Resignation, removal.............................10-7
(e) Successor appointment............................10-8
(f) Qualification....................................10-8
(g) Related parties..................................10-8
10.06. Other Fiduciary Appointment, Removal, Successors During a
Suspension Period.......................................10-8
(a) Application of section...........................10-8
(b) Other Fiduciaries generally......................10-8
(c) General.................................................10-9
(d) Suspension of Sponsor's powers...................10-9
xi
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Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1990
TABLE OF CONTENTS
Section Page
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(e) Removal by Administrator.........................10-9
(f) Removal by other Fiduciary.......................10-9
(g) Resignation.....................................10-10
(h) Successor appointment...........................10-10
(i) Additional Fiduciaries; continuing service......10-10
(j) Qualification...................................10-11
10.07. Operation of Multiple-person Fiduciaries...............10-11
(a) Other Fiduciaries generally.....................10-11
(b) Suspension Period...............................10-11
(c) Rules and guidelines............................10-11
(d) Records.........................................10-12
(e) Multiple-person Fiduciary's acts and decisions..10-12
(f) Multiple-person Fiduciary's delegation of
authority.......................................10-12
(g) Ministerial duties..............................10-12
10.08. Administrator's, Plan Committees' Powers and Duties....10-13
(a) Plan decisions..................................10-13
(b) Conclusive determination........................10-13
(c) Participation...................................10-14
(d) Agents and advisors.............................10-14
10.09. Discretion of Administrator, Plan Committees...........10-15
(a) Exclusive discretion............................10-15
(b) Waivers.........................................10-15
10.10. Records and Reports....................................10-15
(a) Reports.........................................10-15
(b) Records.........................................10-16
10.11. Payment of Expenses....................................10-16
10.12. Notification to Interested Parties.....................10-16
10.13. Notification of Eligibility............................10-17
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Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1990
TABLE OF CONTENTS
Section Page
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10.14. Other Notices..........................................10-17
10.15. Annual Statement.......................................10-17
10.16. Limitation of Administrator's and Plan Committees'
Liability..............................................10-17
(a) Separate liability..............................10-17
(b) Indemnification.................................10-18
(c) Fiduciaries.....................................10-18
10.17. Errors and Omissions...................................10-19
10.18. Communication of Directions from Participants..........10-19
ARTICLE 11 -- DEFINITIONS........................................11-1
11.01. Account.................................................11-1
11.02. Accrual Computation Period..............................11-1
11.03. Accrued Benefit.........................................11-2
11.04. Acquiring Person........................................11-3
11.05. Active Participant......................................11-3
11.06. Adjusted Severance from Service Date....................11-3
11.07. Administrator...........................................11-3
11.08. Administrator's Rules...................................11-3
11.09. Affiliate...............................................11-3
11.10. Affiliate-maintained....................................11-4
11.11. After-tax Savings Account...............................11-4
11.12. Age.....................................................11-4
11.13. Agreement...............................................11-4
11.14. Allocation Period.......................................11-4
11.15. Alternate Payee.........................................11-4
11.16. Annual Addition.........................................11-4
11.17. Assignment or Alienation................................11-5
11.18. Associate...............................................11-6
11.19. Basic Contribution......................................11-7
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Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1990
TABLE OF CONTENTS
Section Page
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11.20. Beneficiary or Beneficiaries............................11-7
11.21. Beneficiary-owner.......................................11-7
11.22. Board or Board of Directors.............................11-7
11.23. Break in Service........................................11-7
11.24. Code....................................................11-7
11.25. Compensation............................................11-8
11.26. Continuing Directors....................................11-8
11.27. Contract................................................11-8
11.28. Control, Controlling....................................11-9
11.29. Control Affiliate.......................................11-9
11.30. Covered Employee........................................11-9
11.31. Credited Service........................................11-9
11.32. Current Earned Benefit.................................11-10
11.33. Defined Benefit Plan or DBP............................11-10
11.34. Defined Contribution Plan or DCP.......................11-10
11.35. Disabled, Disability...................................11-10
11.36. Domestic Relations Order...............................11-10
11.37. Earliest Retirement Age................................11-10
11.38. Early Retirement.......................................11-10
11.39. Earned Benefit.........................................11-10
11.40. Earnings...............................................11-11
11.41. Effective Date.........................................11-11
11.42. Eligibility Service Year...............................11-11
11.43. Eligible Employee......................................11-11
11.44. Employee...............................................11-11
11.45. Employee Contribution..................................11-11
11.46. Employee Contribution Account..........................11-12
11.47. Employer...............................................11-12
11.48. Employer Contribution Account..........................11-12
11.49. Employer-designated Suspense Account...................11-12
11.50. Employer-maintained....................................11-12
11.51. Entry Date.............................................11-12
11.52. ERISA..................................................11-13
11.53. ERISA Affiliate........................................11-13
11.54. Excess-addition Suspense Account.......................11-13
11.55. Excess Annual Additions................................11-13
xiv
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Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1990
TABLE OF CONTENTS
Section Page
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11.56. Fiduciary..............................................11-13
11.57. First-tier Trigger Event...............................11-14
11.58. Fiscal Year............................................11-15
11.59. Forfeitable............................................11-15
11.60. Forfeiture, Forfeit....................................11-15
11.61. Fund and Trust Fund....................................11-15
11.62. General Amounts........................................11-15
11.63. Hour of Service........................................11-15
11.64. Income Suspense Account................................11-15
11.65. Insurer................................................11-16
11.66. Interested Person or Interested Party..................11-16
11.67. Introduction...........................................11-16
11.68. Investment Manager.....................................11-16
11.69. Involuntary Cash-Out...................................11-16
11.70. Leave of Absence.......................................11-17
11.71. Majority-owned Subsidiary..............................11-17
11.72. Mandatory Contribution.................................11-18
11.73. Maternity or Paternity Leave of Absence................11-18
11.74. Maximum Annual Addition................................11-18
11.75. Minimum Death Benefit..................................11-18
11.76. Named Account..........................................11-19
11.77. Named Fiduciary........................................11-19
11.78. Nonforfeitable.........................................11-19
11.79. Normal Retirement Age..................................11-19
11.80. Normal Retirement Date.................................11-19
11.81. Parent.................................................11-19
11.82. Participant............................................11-20
11.83. Participant-owner......................................11-20
11.84. Party in Interest......................................11-20
11.85. Pension Plan...........................................11-21
11.86. Person.................................................11-22
11.87. Plan...................................................11-22
11.88. Plan Committee.........................................11-22
11.89. Plan Contract..........................................11-22
11.90. Plan Liability Account.................................11-23
11.91. Plan Year..............................................11-23
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Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1990
TABLE OF CONTENTS
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11.92. Predecessor Plan.......................................11-23
11.93. Primary Employer.......................................11-23
11.94. Primary Employer-maintained............................11-23
11.95. Primary Employer's Designee............................11-23
11.96. Profit.................................................11-23
11.97. Profit-sharing Plan....................................11-24
11.98. Program of Allocations.................................11-24
11.99. Qualified Domestic Relations Order.....................11-24
11.100. Qualified Plan or Qualified Trust......................11-24
11.101. Recoverable Costs......................................11-24
11.102. Related Entity.........................................11-25
11.103. Related Entity-maintained..............................11-25
11.104. Relative...............................................11-25
11.105. Restoration Event......................................11-25
11.106. Retire, Retires........................................11-25
11.107. Retirement.............................................11-25
11.108. Second-tier Trigger Event..............................11-25
11.109. Segregated Amounts.....................................11-28
11.110. Separation, Separation from Service....................11-28
11.111. Service................................................11-28
11.112. Severance from Service Date............................11-29
11.113. Sponsor................................................11-29
11.114. Sponsor-maintained.....................................11-29
11.115. Spouse.................................................11-29
11.116. Subsidiary.............................................11-29
11.117. Supplemental Account...................................11-29
11.118. Surviving Spouse.......................................11-29
11.119. Suspense Account.......................................11-29
11.120. Suspension Period......................................11-30
11.121. Transfer Account.......................................11-30
11.122. Transfer Contribution..................................11-30
11.123. Trigger Event..........................................11-30
11.124. Trust, Trust Fund, and Fund............................11-30
11.125. Trust Agreement........................................11-31
11.126. Trustee................................................11-31
11.127. Valuation Date.........................................11-31
xvi
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1990
TABLE OF CONTENTS
Section Page
- -------- -----
11.128. Vesting Break..........................................11-31
11.129. Vesting Computation Period.............................11-31
11.130. Vesting Credit.........................................11-31
11.131. Vesting Hold-out Year..................................11-32
11.132. Vesting Period of Service..............................11-32
11.133. Vesting Period of Severance............................11-32
11.134. Vesting Rule of Parity.................................11-32
11.135. Vesting Service Spanning Rule..........................11-33
11.136. Voluntary Cash-Out.....................................11-33
11.137. Voluntary Contribution.................................11-33
11.138. Welfare Plan...........................................11-33
11.139. Year of Service........................................11-34
ADOPTION PAGE
xvii
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
INTRODUCTION
------------
Crestar Financial Corporation (the "Primary Employer") adopted this amended and
restated Crestar Financial Corporation Executive Life Insurance Plan (the
"Plan") effective January 1, 1991 (the "Effective Date"). The Plan provides
Eligible Employees of the Primary Employer and related employers (the
"Employers") with a death benefit through split-dollar life insurance
arrangements, and allows for other benefits to be periodically announced by the
Primary Employer's Designee and added as exhibits to the Plan. The Primary
Employer intends that each Participant will share with his Employer the cost and
ownership of one or more life insurance policies identified in Schedule I (the
"Plan Contracts") with one or more life insurance companies (the "Insurers")
according to the Plan, the Plan Contracts, any Trust Agreements, and any
agreements between an Employer and a Participant (the "Agreements").
Consistent with Department of Labor Advisory Opinion 77-23, the Sponsor intends
to cause the Plan to be maintained as a Welfare Plan according to section 3(1)
of the Employee Retirement Income Security Act of 1974 (excluding that Act's
title II, "ERISA").
Nothing in this Plan is to be interpreted as prohibiting discrimination in favor
of highly compensated employees, officers, and shareholders. This Plan is not
part of any plan or arrangement, such as a voluntary employees' beneficiary
association as described in Code section 501(c)(9), requiring such
nondiscrimination.
Compliance Intended
-------------------
The Sponsor intends through this Plan in this document to maintain a plan that
satisfies the provisions of ERISA section 3(1). The Sponsor intends that the
Plan will comply fully with all other applicable statutes and regulations
governing wages, compensation, and fringe employment benefits. All questions
arising in the construction and administration of this Plan must be resolved
accordingly.
Introduction-1
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
Definitions
-----------
Any word in this document with an initial capital not expected by ordinary
capitalization rules is a defined term. Definitions not found in the Plan are in
ERISA and regulations promulgated pursuant to ERISA (but the terms of the
statute prevail over any regulations) or in the Code and regulations promulgated
pursuant to the Code (but the terms of the statute prevail over any
regulations).
Governing Law, Construction
---------------------------
For construction, one gender includes all and the singular and plural include
each other. This Plan is construed, administered, and governed in all respects
under and by the laws of Virginia, except to the extent that the laws of the
United States of America have superseded those state laws. The headings and
subheadings in this Plan have been inserted for convenience of reference only
and are to be ignored in any construction of the Plan provisions.
Introduction-2
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
ARTICLE 1
GENERAL
1.01. Plan Creates No Separate Rights
(a) Rights only by statute. The creation, continuation, or change of
the Plan, any Plan Contract, any Trust Agreement, any Trust Fund
(or any fund, account, or trust), or any payment does not give a
person a non-statutory legal or equitable right against
(1) the Primary Employer or any other Employer;
(2) any Sponsor;
(3) any officer, agent, or other employee of the Primary
Employer, a Sponsor, or any Employer;
(4) any Insurer, Trustee, or co-Trustee;
(5) the Administrator, any Administrator-member, any Plan
Committee, member of a Plan Committee, or other Fiduciary.
Unless the law or this Plan explicitly provides otherwise,
rights under any other Employer-maintained employee-benefit plan
(for example, plans that provide benefits upon an Employee's
death, retirement, or other termination) do not create any
rights under this Plan to benefits or continued participation
under this Plan. The fact that an individual is eligible to
receive benefits under this Plan does not create any rights
under any other Employer-maintained employee-benefit plan,
unless that plan or the law explicitly provides otherwise.
(b) Employment modification. The Plan modifies the terms of a
Participant's employment and is a contract between the
1-1
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
Employers and the Participants; the Plan is an inducement for
the Participants' employment or continued employment.
(c) Trust Agreement, Plan Contract control. For any
Participant-owner or Beneficiary-owner, to the extent that any
provision in this Plan is inconsistent with the provisions of a
Plan Contract identified as applicable to that Participant-owner
or Beneficiary-owner, the Plan Contract provisions supersede the
inconsistent Plan provision as to the operation of the Plan
Contract.
1.02. Delegation of Authority
(a) Primary Employer. The Primary Employer's acts may be
accomplished by the Primary Employer's Designee (without further
authorization than this Plan subsection) or by any other person
with authorization from the Primary Employer's Board.
(b) Sponsor. Each Sponsor's acts may be accomplished by that
Sponsor's Designee or by any other person with authorization
from that Sponsor's Board. Acts by a Sponsor's designee are acts
of that Sponsor through that designee and are not acts of an
independent entity.
(c) Other Employers. Acts of an Employer other than the Primary
Employer or a Sponsor may be accomplished by any person with
authorization from that Employer's Board.
(d) Administrator's Rules. Subject to limitations in this Plan,
the Primary Employer's Designee or the Administrator may
create and publish original, additional, or revised
Administrator's Rules if that action is consistent with the
Plan's provisions; but the Administrator's rules may not
change the Primary Employer's, any Sponsor's, or any other
Employer's obligations under the Plan (including contribution
obligations). The Primary Employer's Designee may amend or
eliminate an Administrator's Rules provision created or
revised by the Administrator.
1-2
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
1.03. Limitation of Liability
(a) Section governs. Except according to this section, a Fiduciary
is not subject to suit or liability in connection with this
Plan, any Trust Agreement, or any Plan Contract or in connection
with the operation of the Plan, any Trust Agreement, or any Plan
Contract.
(b) Individual liability. A single-person Administrator, a Plan
Committee, each member of any Plan Committee, each Trustee, each
co-Trustee, and any person employed by the Primary Employer, a
Sponsor, or an Employer is liable only for his own acts or
omissions.
(c) Co-Fiduciary liability. A single-person Administrator, a Plan
Committee, each member of any Plan Committee, a Trustee, a
co-Trustee, or any person employed by the Primary Employer, a
Sponsor, or an Employer is not liable for the acts or
omissions of another without knowing participation in the acts
or omissions, except by action to conceal an action or
omission of another while knowing the act or omission is a
breach, or by a failure to properly perform duties that
enables the breach to occur, or with knowledge of the breach,
failure to make reasonable efforts to remedy the breach.
(d) Co-Trustee relationship. One Trustee or co-Trustee must use
reasonable care to prevent another from committing a breach;
but all Trustees and co-Trustees need not jointly manage or
control any Plan assets to the extent that specific duties
have been allocated among them in this Plan, in Plan
Contracts, or in any Trust Agreements. A Trustee or
co-Trustee is not liable for actions or omissions when
following the specific directions of the Primary Employer's
Designee, the Administrator, a Plan Committee, or a duly
authorized and appointed Investment Manager unless such
directions are improper on their face. If an Investment
Manager has been properly appointed, subject to subsection
(c), a Trustee or co-Trustee is not liable for the acts of the
Investment Manager
1-3
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
and does not have any investment responsibility for assets under
the management of the Investment Manager.
(e) Allocating and delegating. A Fiduciary is not liable for the
actions of another to whom responsibility has been allocated or
delegated according to this Plan unless--as the allocating or
delegating Fiduciary--it was imprudent in making the allocation
or delegation or in continuing the allocation or delegation,
except that a Fiduciary may be liable according to subsections
(c) and (d).
(f) Release. Each Employee releases from any and all liability or
obligation, to the extent release is consistent with the
provisions of this section, each single-person Administrator,
each Plan Committee, all members of any Plan Committee, each
Trustee, each co-Trustee, the Primary Employer, the Primary
Employer's Designee, each Sponsor, each Employer, all officers
and agents of any entity previously listed, and all agents of
Fiduciaries.
1.04. Legal Action
Except as explicitly permitted by statute, the Administrator, each
appropriate Plan Committee, each Insurer, each appropriate Trustee or
co-Trustee, each appropriate other Fiduciary, the Primary Employer,
and each affected Sponsor are the only necessary parties to any action
or proceeding that involves the Plan, any Trust Agreement, or any Plan
Contract or that involves the administration of the Plan, any Trust
Agreement, or any Plan Contract. No Employee or former Employee and no
Beneficiary or any person having or claiming to have an interest in a
Plan Contract under the Plan is entitled to notice of process. A final
judgment that is not appealable for any reason (including the passage
of time) and that is entered in an action or proceeding involving this
Plan is binding and conclusive on the parties to this Plan and all
persons having or claiming to have any interest in a Trust Fund or
Plan Contract maintained for this Plan or claiming to have any
interest under the Plan.
1-4
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
1.05. Benefits Supported Only by Plan Assets and Sponsor
Except as otherwise provided by statute, a person having any claim
under the Plan must look only to assets from any Trust Fund and from
Plan Contracts for satisfaction. The Primary Employer, any Sponsor,
and each Employer may contribute to a Trust Fund, to Insurers, or
both, but each Participant's right to assets from any Trust Fund is
determined by the Trust Agreements and this Plan, and each
Participant's right to assets from Plan Contracts is determined
according to the terms of those Plan Contracts and this Plan. To the
extent provided in Contracts, a Participant may look to an Insurer's
assets for satisfaction. To the extent provided in the governing Trust
Agreements, a Participant may look to assets of any Trust Fund for
satisfaction. An Employer contribution to this Plan or distribution of
assets from any source to provide the benefit promised to a
Participant satisfies that much of the Participant's Earned Benefit.
1.06. Administration Standards
To administer this Plan, the Administrator enjoys discretion to the
extent that this Plan and any Trust Agreements and Plan Contracts do
not specifically limit that discretion. The Administrator especially
may permit discrimination in favor of or against Employees who are
officers, shareholders, or highly compensated.
1.07. Primary Employer and Other Employers
(a) Primary Employer. This Plan's Primary Employer is Crestar
Financial Corporation, a Virginia corporation.
(b) Sponsors, Employers. This Plan is designed to allow the Primary
Employer's Related Entities to become Sponsors, to participate
in the Plan, or both. At any time after this Plan's Effective
Date, the Sponsors and Employers identified on the current
roster of Sponsors and Employers (an exhibit to this Plan) are
the Sponsors and Employers; if there is no roster, the Primary
Employer is the only Sponsor and Employer.
1-5
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
1.08. Method of Participation
With the Primary Employer's Board's approval, any Related Entity of
the Primary Employer not named in this Plan as a Sponsor or Employer
may take appropriate action satisfactory to the Primary Employer's
Designee through its Board to become a party to the Plan as a Sponsor,
as an Employer, or both. To become a Sponsor, the Related Entity must
adopt this Plan as a Sponsor and adopt this Plan as a split-dollar
life insurance program that is a Welfare Plan according to ERISA
section 3(1) for its Employees. To become an Employer, the Related
Entity must adopt this Plan as a split-dollar life insurance program
that is a Welfare Plan according to ERISA section 3(1) for its
Employees. An election to continue as an Employer but not a Sponsor or
to continue as a Sponsor but not an Employer may be accomplished by
the appropriate action of a Sponsor's or Employer's Board, delivered
in writing to the Primary Employer's Designee as advance notice for an
advance period determined by the Primary Employer's Designee. An
election not to continue as either a Sponsor or an Employer is a
withdrawal (continuing as either is not a withdrawal).
1.09. Withdrawal by Employer
A Sponsor may withdraw from the Plan as a Sponsor--but not as an
Employer--at any time satisfactory to the Primary Employer's Designee.
An Employer may not withdraw from the Plan (no longer maintain the
Plan as to its Employees or former Employees) during a Suspension
Period. Except during a Suspension Period, an Employer may withdraw
from this Plan upon the approval of the Primary Employer's Designee.
1.10. Tax Year
Although the Employers may each have a different tax year (an
Employer's own tax year is the determinative tax year for that entity
for all purposes unique to that entity, such as the period for
effecting contributions), the Plan Year is the fiscal year on which
this Plan's records are kept.
1-6
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
1.11. Suspension Periods
This Plan article 1 and other articles in this Plan reserve to the
Primary Employer certain discretionary authority and powers; all
Primary Employer powers, however, are exercised by other Fiduciaries
according to this Plan during a Suspension Period. A reference to the
Primary Employer or a reference to acts of the Primary Employer's
Designee in this Plan article 1 or in any other Plan article in the
context of a power is, during any Suspension Period, a reference to
the Fiduciary authorized to exercise that power.
1-7
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
ARTICLE 2
PARTICIPATION
2.01. Conditions of Participation
(a) Special participation rule. As of January 1, 1991 (this
document's Effective Date), an Employee is a Participant in this
Plan if he is an Eligible Employee on whose life a Plan Contract
has been issued and is enrolled on Schedule I as of that date.
An Employee who participates specially according to this
subsection has an Entry Date no later than January 1, 1991.
(b) Beginning participation. An Employee may not begin
participation in this Plan while he is not a Covered
Employee. An Eligible Employee begins participation in this
Plan on his Entry Date. Except for Participants described in
subsection (a), an Eligible Employee's Entry Date is the date
on which a Plan Contract on his life is issued and made
effective by an Insurer and enrolled on Schedule I that occurs
no earlier than the Plan's Effective Date. An Eligible
Employee's Entry Date is no later than the earlier of:
(1) the first day of the Plan Year after he becomes an
Eligible Employee; or
(2) the first day of the seventh month after he becomes an
Eligible Employee.
If an Eligible Employee is absent on his Entry Date because he
is Separated from Service, his participation in this Plan still
begins on his Entry Date (the remaining provisions of this Plan
then apply to that Participant as of his Entry Date to determine
Plan entitlements and actions regarding the Plan Contract or
Plan Contracts on that Participant or his surrogate). If an
Eligible Employee is absent on his Entry Date for reasons other
than a Separation from Service (for
2-1
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
example, vacation, sickness, disability, Leave of Absence, or
layoff), his participation in this Plan still begins on his
Entry Date.
2.02. Employment and Eligibility Status Changes
(a) Changing to non-Covered Employee. If a Participant does not
Separate from Service but is no longer a Covered Employee
because of a job change or some other event other than
Retirement or Disability, he ceases to be a Covered Employee and
a Participant at the end of the pay period in which that job
change or other event occurs. A Participant who Retires or
becomes Disabled continues to be a Participant.
(b) Changing to Covered Employee. If an Employee becomes a Covered
Employee due to a change in his employment status (for example,
because of a job change or some other event) and if the Primary
Employer's Designee does not establish another date for that
Employee, his status as a Covered Employee begins on the day
after the date that is the end of the pay period in which his
status changes.
2.03. Renewed Participation
A Participant who ceases to participate in the Plan, as described in
the Plan subsection entitled "Changing to non-Covered Employee" (see
Plan section 2.02(a)), may again become a Participant only according
to the Plan subsection entitled "Beginning participation" (see Plan
section 2.01(b)).
2.04. Determination of Eligibility
The Administrator must determine each person's eligibility for
participation in the Plan. All good-faith determinations by the
Administrator are conclusive and binding on all persons for the Plan
Year in question, and there is no right of appeal except for claims,
as provided in this Plan.
2-2
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
2.05. Enrollment
(a) Application. To the extent described in the Administrator's
Rules, an application to participate may be required, and each
Employee and Participant must correctly disclose all requested
information necessary for the Administrator to administer this
Plan properly.
(b) Acknowledgement. In any claim form or similar instrument
adopted by the Administrator, as a condition of receiving Plan
benefits, an Employee or a Beneficiary may be required to
acknowledge the existence of and the terms and conditions in
the Plan and any Plan Contracts and that a copy of the Plan
and any Plan Contracts have been made available to him. The
Administrator may require an Employee or a Beneficiary to
agree to abide by the terms and conditions of this Plan and
any Plan Contracts.
2.06. Certification of Participation
The Administrator must provide the administrator of the Crestar
Financial Corporation Premium Assurance Plan with a list of the
premium due dates and the amount of the premiums for each Plan
Contract on the life of each Participant under the Plan.
As requested by the Employers, the Administrator must give each
Employer a list of Employees who became Participants since the last
list was given. As requested by an Employer after any Plan Year, the
Administrator must give that Employer a list of Employees who were
Participant-owners for that Plan Year.
2.07. Suspension Periods
During a Suspension Period, no additional Participants may join this
Plan.
2-3
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
ARTICLE 3
CONTRIBUTIONS
3.01. Suspension Periods
This Plan article 3 reserves to the Primary Employer and Primary
Employer's Designee certain discretionary authority and powers; all
Primary Employer and Primary Employer's Designee powers, however, are
exercised by other Fiduciaries according to this Plan during a
Suspension Period. A reference to the Primary Employer or to the
Primary Employer's Designee in this Plan article 3 is, during any
Suspension Period, a reference to the Fiduciary authorized to exercise
that power.
3.02. General Provisions on Employer Contributions
(a) Section is primary. This Plan's provisions on Employer
contributions are all subject to the provisions of this
section and to the provisions of any Administrator's Rules
authorized by this section. Except for any Trust Fund
contributions, all Employer contributions described in this
Plan are made in the form of direct or indirect payments of
premiums due according to the terms of the Plan Contracts and
the Plan. Employer contributions for premium payments
generally do not become Plan assets because those
contributions increase the contributing Employer's Recoverable
Costs for the Plan Contract for which the premiums were paid.
(b) Qualification intended. The Employers intend that the Plan
will always qualify as a Welfare Plan under ERISA section
3(1). The Employers also intend that assets to be used to
satisfy Recoverable Costs are not Plan assets except to the
extent that they are so designated by the Primary Employer's
Designee as part of actions creating or maintaining a Plan
benefit structure that is neither a death benefit nor a
divided ownership benefit.
3-1
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
(c) Questioned qualification. If the Plan as reflected in this
document (including any Administrator's Rules) does not
qualify as a Welfare Plan under ERISA section 3(1), or if the
Department of Labor conditions favorable opinions about the
Plan on amendments, caveats, or conditions not acceptable to
the Primary Employer, then the Primary Employer, at its
option, may either amend this Plan or revoke and annul any
amendment in any manner the Primary Employer deems advisable
to effect a favorable determination or opinion, or the Primary
Employer and the Sponsors may withdraw sponsorship and the
Primary Employer's Designee may terminate the Plan
prospectively or retroactively. On a termination according to
this subsection, each unconsumed contribution made by the
Employers after the effective date of any document causing a
qualification failure must be returned to the contributor.
(d) Mistake of fact. This subsection applies to all Employer
contributions under this Plan unless at the time of contribution
an Employer stipulates that the contribution by that Employer is
not subject to this subsection. If any contribution is made by
an Employer because of a mistake of fact, then the portion of
the contribution due to the mistake of fact must be returned to
the contributing Employer.
(e) Exclusive purpose. Except as provided in this Plan section,
Employer contributions to any Trust Fund or to an Insurer for
a Contract are irrevocable but subject to the Employers'
rights described in this Plan to recover their contributions
upon specific events. Other than the Employer's interest in a
Plan Contract attributable to its own contributions and other
expenditures (essentially, that Employer's Recoverable Cost
for the Plan Contract), Plan Contracts and any Plan assets
must not inure to the benefit of any Employer and must be held
for the exclusive purposes of providing benefits to
Participants and their Beneficiaries and for defraying
reasonable expenses of administering the Plan.
3-2
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
(f) Determining contributions. Each Employer must determine the
amount of any of its contributions to any Trust Fund according
to this Plan's terms and the terms of the governing Trust
Agreement. Likewise, each Employer must determine the amount
of any of its contributions to any Insurer for a Plan Contract
under the terms of this Plan and that Plan Contract. To
facilitate determinations, the Primary Employer's Designee is
entitled to set a uniform determination date. Each Employer's
determination of its contributions is binding on all
Participants, the Administrator, and the contributor.
(g) Contributing. No person is required to collect Employer
contributions. Each Employer may cause its contributions to be
paid in installments and on the dates it elects, subject to the
requirements of the applicable Trust Agreement or Plan Contract.
(h) Cash or property. Except as restricted by the affected Insurer,
Trustee, or co-Trustee or by terms of the Plan (including any
Administrator's Rules) and except as prohibited (without
administrative exemption) by law, Employer contributions may be
in cash or any other property.
(i) Administrator's discretion. The Administrator may exercise its
discretion in implementing any Employer-contribution provision
in this Plan article 3 or in any Administrator's Rules if that
exercise of discretion does not violate any of the other
provisions in this article.
(j) Administrator's Rules. With the consent of the Primary
Employer's Designee, the Administrator may create and publish
original, additional, or revised Administrator's Rules governing
any Participant-owner or Beneficiary-owner election or
contributions, if that action is consistent with subsection (i)
and does not change an Employer's obligation to contribute.
3-3
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
3.03. General Provisions on Participant-owner and Beneficiary-owner
Contributions
(a) Section is primary. This Plan's provisions on
Participant-owner and Beneficiary-owner contributions are all
subject to the provisions of this section, each applicable
Plan Contract or Trust Agreement, and the provisions of any
Administrator's Rules that are not inconsistent with this
section or any applicable Plan Contract or Trust Agreement.
The Administrator or the Primary Employer's Designee may
create and publish original, additional, or revised
Administrator's Rules at any time to administer this section,
including provisions governing Participant contributions and
elections. (See Plan section 3.02(j) for similar
authorization to the Administrator.) References in the
remaining subsections to contributions by Participant-owners
may be read to include contributions by Beneficiary-owners
whenever such contributions are required by this Plan, any
applicable Plan Contract or Trust Agreement, or the Primary
Employer's Designee.
(b) Payroll deduction. To the extent that any Administrator's
Rules allow it, Participant-owners may contribute according to
this Plan by payroll deduction. A Participant-owner may
execute a form satisfactory to his Employer and the
Administrator, electing to contribute (after tax) a specific
amount for each pay period or for any identifiable time when
Earnings otherwise would have been received. A
Participant-owner's allowed contribution will be deducted by
that Participant-owner's Employer from the Participant-owner's
Earnings each pay period, until the Participant-owner's total
contributions under this section for any period equal the
amount of his Mandatory Contribution according to the Plan and
each applicable Plan Contract or Trust Agreement or, if
earlier, until the Participant changes or revokes his election
according to this Plan's provisions and any Administrator's
Rules. A Participant's change or revocation of his election
must be by written notice to his Employers and the
Administrator.
3-4
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
(c) Not payroll deduction. To the extent that any Administrator's
Rules permit, in addition to or instead of the contributions
withheld according to subsection (b), each Participant-owner may
make one contribution (after tax) to the Administrator on each
date set by the Administrator for contributions under this
subsection.
(d) Non-cash contributions allowed. Participant-owner contributions
may be in cash or--to the extent that the Primary Employer's
Designee consents--in the form of Contracts that can be used as
Plan Contracts as part of the split-dollar program.
(e) Contributions Nonforfeitable. A Participant-owner's Earned
Benefit derived from his own contributions under this Plan is
Nonforfeitable, but only to the extent that the Participant has
satisfied the related Mandatory Contribution requirement.
(f) Time for contributions. Absent contrary notice from a Trustee,
co-Trustee, or Insurer that is to receive the contributions, the
Administrator may determine specified times for Participant
contributions. The Administrator must advise the
Participant-owners of the permitted times for contributions.
(g) Transfers by Employers. As soon as possible after each pay
period, each Employer must pay the appropriate Trustee,
co-Trustee, or Insurer (or a combination of any of those
entities) all Participant-owner contributions withheld by it,
advising each Trustee, co-Trustee, or Insurer and the
Administrator of the respective amounts contributed by each
Participant-owner. In any event, Participant-owner
contributions must be transferred to the appropriate Trustee,
co-Trustee, or Insurer no later than the time such
contributions would become Plan assets under ERISA section
403. The Administrator must notify the administrator of the
Crestar Financial Corporation Premium Assurance Plan each time
a contribution is transferred to an Insurer to satisfy a
premium for a Plan Contract.
3-5
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
(h) Transfers by Administrator. As soon as possible after receipt
of a Participant-owner contribution, the Administrator must
transfer that contribution to the appropriate Trustee,
co-Trustee, or Insurer (or combination of any of those
entities) and, if necessary, advise each Trustee, co-Trustee,
or Insurer of the source of the contribution.
Participant-owner contributions must be transferred to the
appropriate Trustee, co-Trustee, or Insurer no later than the
time that such contributions would become Plan assets under
ERISA section 403. The Administrator must notify the
administrator of the Crestar Financial Corporation Premium
Assurance Plan each time a contribution is transferred to an
Insurer to satisfy a premium for a Plan Contract.
(i) Payment determines time of Earned Benefit. The creation or any
increase in a Participant-owner's Earned Benefit occurs when
that Participant-owner's contribution under this Plan is
received by any Trustee, co-Trustee, or Insurer. The same
principle applies to contributions from a Beneficiary-owner.
(j) Mandatory Contributions. As to any Participant-owner, the
Mandatory Contribution required as a condition of that
individual's eligibility for receipt of any of this Plan's
benefits that have not become Nonforfeitable is determined
according to the Plan section entitled "Division of Cost of
Plan Contract" (see Plan section 3.08) and the applicable Plan
Contract or Plan Contracts. A Participant-owner or
Beneficiary-owner may have multiple Mandatory Contributions
required (for example, one for each of several Plan Contracts
on his life).
(k) Voluntary Contributions. A Participant-owner or
Beneficiary-owner may make a Voluntary Contribution upon any
of the events described in this subsection's paragraphs.
(1) If a Participant is notified by the administrator of the
Crestar Financial Corporation Premium Assurance Plan that
the Employer contribution called for in the Plan section
entitled "Basic Contribution" (see Plan section 3.05) have
not been satisfied or otherwise have
3-6
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
not satisfied all premiums due for one of that
Participant's Plan Contracts as of the date that is
twenty-five days after the premium due date for the Plan
Contract, the Participant-owner of that Plan Contract may
make a Voluntary Contribution as described in the Plan
subsection entitled "Failure to pay Basic Contribution"
(see Plan section 4.02(b)) in the amount necessary to
satisfy the Employer contribution requirements or
otherwise to satisfy the due-but-unpaid premiums for the
Plan Contract in question.
(2) If the Plan is terminated as to a Participant, that
Participant or the Beneficiary-owner of a Plan Contract on
that Participant's life may make a Voluntary Contribution
to continue the Contract as described in the Plan
subsection entitled "Plan termination or end of
participation" (see Plan section 4.02(c)).
3.04. Cash and Non-cash Contributions
(a) Non-cash contributions allowed. Except as restricted by any
intended recipient of the assets in question, or except as
prohibited (without administrative exemption) by law, Employer
contributions may be in cash, in the form of Contracts that can
be used as Plan Contracts as part of the split-dollar program,
or in the form of other property.
(b) Value of non-cash contributions. Each recipient of non-cash
contributions must value all non-cash property contributed at
its fair-market value (according to applicable regulations) on
the actual date that it accepts the property.
3.05. Basic Contribution
(a) General. Basic Contributions are discretionary--not required to
be made--on the part of the Employers, with two exceptions.
3-7
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
(1) Basic Contributions from the Employers are required--must
be made--during any Suspension Period.
(2) Basic Contributions must be made (they are mandatory) by
the Employers for each Plan Year to the extent that they
are promised in one of this Plan's exhibits. A direct or
indirect promise in a Plan exhibit to contribute or to
fund a promised benefit requires Employer funding
contributions consistent with the law (i.e., if the law
allows delayed funding and this Plan or its exhibits are
silent, then delayed funding is permissible) for each Plan
Year for which the promise is effective; if the exhibit is
amended to reduce or eliminate the promise, then any Basic
Contribution requirement is reduced or eliminated
accordingly.
To the extent that Transfer Contributions or other payments do
not satisfy a due-but-unpaid premium according to the Plan
section entitled "Division of Cost of Plan Contract" (see Plan
section 3.08) and the applicable Plan Contract, and subject to
subsection (b), Basic Contributions or the application of assets
from any Trust Fund are necessary to satisfy that premium at the
time determined by the affected Insurer or the Administrator.
When that need exists, the Administrator must calculate an
amount that the Administrator believes is the minimum Basic
Contribution. The Administrator's determination, however, is not
binding on and is merely advisory for the Primary Employer's
Designee. The Primary Employer's Designee must determine each
Employer's required Basic Contribution for each Plan Year.
The Basic Contribution from an Employer for a Plan Year or for
any other pay period according to this subsection is determined
by the Primary Employer's Designee according to the Plan section
entitled "Division of Cost of Plan Contract" (see Plan section
3.08), any Trust Agreements, and the affected Plan Contracts.
The Primary Employer's Designee must notify the Administrator of
all contributions made by Employers
3-8
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
directly to Insurers. The Administrator must notify the
administrator of the Crestar Financial Corporation Premium
Assurance Plan each time a contribution is made or transferred
to an Insurer to satisfy a premium for a Plan Contract.
(b) Borrowing offset. Subject to subsection (c), an Employer may
reduce its portion of current premiums due by periodically
obtaining one or more loans on Plan Contracts in a total
amount not exceeding the greater of (i) the total of each
Plan Contract's loan value available to that Employer, or (ii)
that Employer's cumulative Recoverable Costs at the time of
the loan and by then applying the amount of any borrowing
against the net premium payments (the Basic Contribution)
required according to this Plan. As security for any loan, a
borrowing Employer may pledge or assign the portion of the
Plan Contract not attributable to Participant contributions,
subject to the terms of the Plan. An Employer may also borrow
against the portion of the Plan Contract not attributable to
Participant contributions in the manner described in this
subsection to recover any amounts to which that Employer may
be entitled under this Plan.
(c) Source of Basic Contribution. The Primary Employer's Designee
determines as to each Plan Contract the permissible sources of
an Employer's Basic Contribution, subject to the requirement
that no part of four of the first seven annual premiums is paid
directly or indirectly by means of indebtedness as described in
Code section 264(c).
3.06. Transfers
Transfer Contributions, which are transfers of assets or liabilities
or transfers of assets and liabilities (for example, Transfer
Contributions could be accomplished by transfers of assets alone or by
transfers of liabilities alone), may be caused or allowed by the
Primary Employer's Designee (or the Fiduciary exercising the Primary
Employer's power under Plan article 8 during a Suspension Period)
according to this Plan and according to any Administrator's Rules.
3-9
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
Transfer Contributions include payments from the Crestar Financial
Corporation Premium Assurance Plan and payments from any other source
designated by the Primary Employer's Designee. Transfer Contributions
may be in the form of direct premium payments to an Insurer according
to this Plan and the applicable Plan Contract. A transfer that is from
another Primary Employer-maintained Welfare Plan that authorizes a
transfer of assets to this Plan and that, according to the terms of
that other Primary Employer-maintained Welfare Plan, is deemed to be
caused or allowed by the Primary Employer's Designee according to this
section. The Primary Employer's Designee must also indicate the extent
to which Transfer Contributions permissible under this subsection are
to be treated as Transfer Contributions or as other contributions
described in this Plan.
3.07. Additional Contribution
If the Participant-owner contribution requirements of the Plan
subsection entitled "Mandatory Contributions" (see Plan section
3.03(j)) are not satisfied as to any Plan Contract as of the date that
is twenty-five days after the premium due date for the Plan Contract,
an Employer may make an Additional Contribution as described in the
Plan subsection entitled "Failure to pay Mandatory Contribution" (see
Plan section 4.02(a)) in the amount necessary to satisfy the
Participant-owner contribution requirements. An Additional
Contribution may be derived from the same sources as a Basic
Contribution (see Plan section 3.05).
3.08. Division of Cost of Plan Contract
(a) General. Unless otherwise provided in a lettered exhibit to
the Plan, the cost of each premium under each Plan Contract
must be paid in part by or on behalf of the Employer and in
part by or on behalf of the insured Participant, the
Participant-owner, or the Beneficiary-owner of the Contract.
The division of the cost of each Plan Contract premium is
designed so that (i) each Employer pays for its rights to the
Plan Contract's death benefit and the Employer's portion of
the Plan Contract's cash value; and (ii) the insured
3-10
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
Participant, the Participant-owner, or the Beneficiary-owner
pays for its rights in the Plan Contract's death benefit and the
Participant-owner's or Beneficiary-owner's portion of the Plan
Contract's cash value.
(b) Participant-owner's or Beneficiary-owner's cost. The
Participant-owner's or Beneficiary-owner's part of the Plan
Contract's annual premium is calculated so that, after
considering the Plan's Mandatory Contribution, the Participant
will not have additional taxable income on account of his
participation in the Plan. Therefore, the Participant-owner's
or Beneficiary-owner's part of the premium has two components,
and the Participant-owner's or Beneficiary-owner's cost equals
any negative value resulting from subtracting the value of the
second component from the value of the first component.
(1) The first component of the Participant-owner's or
Beneficiary-owner's part of the premium pays for the
insured Participant's current insurance protection under
the Plan Contract. For each year, this amount equals the
Insurer's rate for renewable term insurance equal to the
portion of the Plan Contract's death benefit to which the
Participant's Beneficiary or Beneficiaries are entitled
for that year. For tax purposes, this amount is defined as
the part of each premium that is no greater than the
proportionate part of the Participant's economic benefit
for that year according to Revenue Ruling 55-747, Revenue
Ruling 64-328, Revenue Ruling 66-110, and Revenue Ruling
67-154.
(2) The second component of the Participant-owner's or
Beneficiary-owner's part of the premium pays for the
increase in the Participant-owner's or Beneficiary-owner's
portion of the Plan Contract's cash value. For each year,
this amount is calculated so that the total of all such
payments plus all Plan Contract dividends attributable to
those payments generally will equal the
Participant-owner's or Beneficiary-owner's portion of
3-11
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
the Plan Contract's net cash value when the Employer
releases its rights in the Plan Contract to the
Participant-owner or Beneficiary-owner under the Plan. A
Participant-owner's or Beneficiary-owner's portion of a
Plan Contract just referred to in the previous sentence
does not include any other benefits--just the death
benefit (it may include ownership interests but none other
that is connected with a benefit)--available under this
Plan. For example, one Plan benefit may result in an award
of part of the Employer-portion (not yet a Plan asset) of
a Plan Contract. But that benefit is earned only according
to the other provisions of this Plan, some of which may
require a specific period or type of service--perhaps
connected with a different, additional Mandatory
Contribution. Such other benefits may give rise to
situations where the portion of a Plan Contract's cash
value received by a Participant-owner may be larger then
the portion attributable to the Participant-owner's
death-benefit contributions.
(c) Employer's cost. The Employers pay the balance of all premium
payments due, either as a required payment or as a discretionary
payment, as determined by the terms of this Plan.
3-12
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
ARTICLE 4
BENEFIT ENTITLEMENT
4.01. Benefits Provided
(a) General. This Plan's Earned Benefit for any Participant is
an ownership interest in one or more split-dollar life
insurance policies (Plan Contracts) as well as a potential
interest in a Plan Contract or an Account representing the
value of additional assets held by an Insurer or in any Trust
Fund. The cost and the ownership of each Plan Contract is
shared by an Employer and a Participant, an Employer and a
Participant-owner, an Employer and a Beneficiary-owner, or an
Employer and any combination of the other three types of
entity (Participant, Participant-owner, and
Beneficiary-owner). A Participant-owner or Beneficiary-owner
receives at least a death benefit (upon the Participant's
death) from any ownership interest attributable to the
Participant, according to each enforceable Plan Contract.
Assets representing the value of an Account are owned by the
respective Insurers, Trustees, or co-Trustees holding the
assets, although Participants may have a beneficial ownership
interest in those assets according to this Plan. Any such
additional benefits resulting from a Participant-owner's or
Beneficiary-owner's ownership interest (actual or
contingent--forfeitable or nonforfeitable) are determined by
any lettered exhibits to this Plan and by each enforceable
Plan Contract. For purposes of this Plan section, except
during a Suspension Period, the Primary Employer's Designee
acts on behalf of all Employers and is accountable to each
Employer for any Contract proceeds to which those Employers
are entitled; during a Suspension Period, the Primary
Employer's and Primary Employer's Designee's powers according
to this Plan section may be exercised only by the entity
determined according to Plan section 8.07(g).
(b) Division of ownership interest in Plan. The
Participant-owner or Beneficiary-owner of a Plan Contract
4-1
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
owns all rights in and to that Plan Contract, to the extent that
there are any rights that are not otherwise granted to the
Employers in this Plan subsection or in a lettered exhibit to
the Plan. Except as otherwise provided in the Plan and this Plan
subsection, the Employers must not have and may not exercise any
right in or to a Plan Contract that in any way could endanger,
defeat, or impair any of the rights of the Participant-owner or
Beneficiary-owner of the Plan Contract. Because of the
Employers' premium payments described in this Plan, the
Employers have certain rights under the Plan Contracts and have
a determinable interest in each Plan Contract. An Employer's
interest in a Plan Contract is not a Plan asset unless that
Employer has allowed or caused a portion of that interest to be
allocated to a Participant's Account according to this Plan.
Unless otherwise provided (including provisions in any
Administrator's Rules), the Employers' interest in and to any
Plan Contract is specifically limited to rights in and to a
portion of the Plan Contract's cash value and a portion of the
Plan Contract's death benefit determined according to this Plan
subsection's paragraphs.
(1) Surrender or cancellation of Plan Contract. Except
during a Suspension Period, the Primary Employer's
Designee has the sole right to surrender or cancel a
Plan Contract on any date that is thirty-one days after
giving notice in writing to the Participant-owner or
Beneficiary-owner (the power is suspended or
transferred to another Fiduciary during a Suspension
Period). If a Plan Contract is surrendered or
canceled, except during a Suspension Period, the
Primary Employer is entitled to receive the Employers'
cumulative Recoverable Costs less any indebtedness
against the Plan Contract. The recovery of the amount
described in the preceding sentence must not reduce the
death benefit payable under that Participant's Plan
Contracts below the guaranteed salary multiple level.
Except during a Suspension Period, the Primary
Employer's Designee is charged with
determining--according to this Plan--each Employer's
4-2
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
(including all assignees of Employers and of the Primary
Employer) interests in each Plan Contract and causing
appropriate distributions to each Employer and assignee in
satisfaction of each Employer's interest in the Plan
Contract in question. Whenever the Primary Employer or
Primary Employer's Designee cannot receive assets or act,
as noted in this paragraph, a substitute Fiduciary is
empowered to act (see Plan articles 8 and 10).
Except to the extent restricted during a Suspension
Period, each Employer may at any time--even before any
event described in this subsection--assign to any person
or entity, including a trust, its right to recover in the
future all or a part of its cumulative Recoverable Costs
less any indebtedness against a Plan Contract. The
Participant-owner or Beneficiary-owner's portion of a Plan
Contract's cash surrender value is payable to the
Participant-owner or Beneficiary-owner or any person
designated by the Participant-owner or Beneficiary-owner.
The purpose of this provision is specifically to provide
that, except during a Suspension Period, the sole and
exclusive right to surrender or cancel a Plan Contract is
vested in the Primary Employer (except as provided in the
last sentence of subsection (a)), and that the
Participant-owner or Beneficiary-owner has no right to
cancel or surrender a Plan Contract.
(2) Death of Participant. Except during a Suspension Period,
if a Participant dies, the Primary Employer or any person
designated by the Primary Employer is entitled to receive
the aggregate premiums paid by the Employers on that
Participant's Plan Contracts less any indebtedness against
that Participant's Plan Contracts. The recovery of the
amount described in the preceding sentence must not reduce
the death benefit payable under that Participant's Plan
Contracts below the guaranteed salary multiple level.
Except during a
4-3
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
Suspension Period, the Primary Employer's Designee is
charged with determining--according to this Plan--each
Employer's (including all assignees of Employers and of
the Primary Employer) interests in each Plan Contract and
causing appropriate distributions to each Employer and
assignee in satisfaction of each Employer's interest in
the Plan Contract in question. Whenever the Primary
Employer or the Primary Employer's Designee cannot receive
assets or act, as noted in this paragraph, a substitute
Fiduciary is empowered to act (see Plan articles 8 and
10).
Except to the extent restricted during a Suspension
Period, each Employer may at any time--even before any
event described in this subsection--assign to any person
or entity, including a trust, its right to recover in the
future all or a part of its interest less any indebtedness
against a Plan Contract or its portion of the cash
surrender value.
Any balance of a Plan Contract's death benefit not
otherwise legally encumbered must be paid directly to the
Beneficiary or Beneficiaries designated according to this
Plan and the Plan Contract by the Participant-owner or
Beneficiary-owner. To the extent not prohibited by the
Plan Contract, and except during a Suspension Period, the
Primary Employer's Designee or the Participant-owner or
Beneficiary owner may change the settlement options of a
Plan Contract at any time during the lifetime of the
Participant and during the sixty days after the
Participant dies, so long as doing so does not adversely
affect the other's rights.
(3) Plan termination. If this Plan terminates as to any
Participant, the Participant or the Beneficiary-owner of a
Plan Contract on the Participant's life has the right to
pay to the Primary Employer's Designee (except during a
Suspension Period) within sixty-one days after
4-4
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
the date of this Plan's termination, the Employers'
cumulative Recoverable Costs less any indebtedness against
the Plan Contract assumed by the Participant-owner or
Beneficiary-owner. The recovery of the amount described in
the preceding sentence must not reduce the death benefit
payable under that Participant's Plan Contracts below the
guaranteed salary multiple level. Except during a
Suspension Period, the Primary Employer's Designee is
charged with determining--according to this Plan--each
Employer's (including all assignees of Employers and of
the Primary Employer) interests in each Plan Contract and
causing appropriate distributions to each Employer and
assignee in satisfaction of each Employer's interest in
the Plan Contract in question. Whenever the Primary
Employer or the Primary Employer's Designee cannot receive
assets or act, as noted in this paragraph, a substitute
Fiduciary is empowered to act (see Plan articles 8 and
10).
Except to the extent restricted during a Suspension
Period, each Employer may at any time--even before any
event described in this subsection--assign to any person
or entity, including a trust, its right to recover in the
future all or a part of its interest less any indebtedness
against a Plan Contract.
Upon receipt of the Employers' entitlement according to
this Plan section by the Primary Employer, the Primary
Employer's Designee, an Employer, an Employer's assignee
(including the Primary Employer's assignee), or any
combination of those entities, the Primary Employer must
cause each Employer to execute an appropriate instrument
of release (which may be accomplished by agents or others
with powers of attorney) so that all appropriate rights in
the Plan Contract are released to the Participant-owner or
Beneficiary-owner.
4-5
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
If the Participant-owner or Beneficiary-owner fails to pay
to the Primary Employer's Designee the amount specified in
the first sentence of this Plan paragraph (the sentence
ending with: "the Employers' cumulative Recoverable Costs
. . . assumed by the Participant-owner or
Beneficiary-owner.") within sixty-one days after the date
of the Plan's termination, except during a Suspension
Period, the Primary Employer (or other recipient of the
payment described next) must refund to the
Participant-owner or Beneficiary-owner that part of any
payment made by the Participant-owner or Beneficiary-owner
for the unexpired portion of the premium payment period in
which the Plan's termination occurred.
After that sixty-one-day period, the Participant-owner or
Beneficiary-owner must execute any or all instruments that
may be required to vest full ownership of the
Participant's Plan Contract in the Employers or the
Employers' assignees, which may take the Plan Contract out
of the category of assets that are Plan assets. After
that, the Participant-owner or Beneficiary-owner has no
further interest in the Plan Contract.
(4) End of participation. Except during a Suspension
Period, if a Participant ceases to be a Participant for
reasons other than death, disability, or Retirement (the
Plan allows a disabled or Retired Participant to continue
the shared ownership of the Plan Contracts until a
"Roll-out" occurs), the Employers may recover their
cumulative Recoverable Costs less any indebtedness against
that Participant's Plan Contracts. The recovery of the
amount described in the preceding sentence must not reduce
the death benefit payable under that Participant's Plan
Contracts below the guaranteed salary multiple level. If
the Employers' recovery entitlement equals or exceeds the
Plan Contract's value, then in lieu of action to recover
assets
4-6
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
from an Insurer, the Primary Employer's Designee may cause
the Plan to transfer or otherwise relinquish any interests
in the Plan Contract, leaving the Participant-owner or
Beneficiary-owner as the sole owner of the Plan Contract.
Whenever the Primary Employer or the Primary Employer's
Designee cannot receive assets or act, as noted in this
paragraph, a substitute Fiduciary is empowered to act (see
Plan articles 8 and 10). Except to the extent restricted
during a Suspension Period, each Employer may at any
time--even before any event described in this
subsection--assign to any person or entity, including a
trust, its right to recover in the future all or part of
its cumulative Recoverable Costs less any indebtedness
against any Plan Contract. The recovery of the amount
described in the preceding sentence must not reduce the
death benefit payable under that Participant's Plan
Contracts below the guaranteed salary multiple level.
Whenever the Primary Employer or the Primary Employer's
Designee cannot receive assets or act, as noted in this
paragraph, a substitute Fiduciary is empowered to act (see
Plan articles 8 and 10).
(5) Changing Plan Contract's dividend option. Except during a
Suspension Period, the Primary Employer's Designee has the
sole right, subject to other Plan Contract provisions, to
change a Plan Contract's dividend option. Whenever the
Primary Employer or the Primary Employer's Designee cannot
receive assets or act, as noted in this paragraph, a
substitute Fiduciary is empowered to act (see Plan
articles 8 and 10).
(6) Changing Plan Contract's Nonforfeiture or automatic
premium loan provisions. Except during a Suspension
Period, the Primary Employer's Designee and the
Participant-owner or Beneficiary-owner must act jointly to
elect or change any Nonforfeiture and automatic premium
loan provisions of a Plan Contract.
4-7
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
Whenever the Primary Employer or the Primary Employer's
Designee cannot receive assets or act, as noted in this
paragraph, a substitute Fiduciary is empowered to act (see
Plan articles 8 and 10).
(7) Roll-out of Plan Contract. If a Plan Contract is still in
effect on the relevant date, then on the later of (i) a
Plan Contract's fifteenth anniversary date or any earlier
anniversary date (at the Primary Employer's Designee's
sole discretion), (ii) the Employee's Retirement (unless
upon Retirement, the Participant-owner or
Beneficiary-owner elects to continue the divided ownership
of the Contract--as allowed in this Plan), or (iii) the
Employee's Disability (unless, upon a determination that
the Employee has become Disabled, the Participant-owner or
Beneficiary-owner elects to continue the divided ownership
of the Contract--as allowed in this Plan), and except
during a Suspension Period, the Primary Employer may
recover the cumulative premiums paid by the Employers on
that Participant's Plan Contracts less any indebtedness
against the Plan Contract assumed by the Participant-owner
or Beneficiary-owner. The recovery of the amount described
in the preceding sentence must not reduce the death
benefit payable under that Participant's Plan Contracts
below the guaranteed salary multiple level.
After the Primary Employer's Designee's recovery according
to this Plan, that Plan Contract then belongs to the
Participant-owner or Beneficiary-owner, and the Primary
Employer's Designee must cause each Employer then to
execute an appropriate instrument of release (which may be
accomplished by agents or others with powers of attorney)
so that all rights in the Plan Contract are released to
Participant-owner or Beneficiary-owner. Except during a
Suspension Period, the Primary Employer's Designee is
charged with determining--according to this Plan--each
Employer's
4-8
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
(including all assignees of Employers and of the Primary
Employer) interests in each Plan Contract and causing
appropriate distributions to each Employer and assignee in
satisfaction of each Employer's interest in the Plan
Contract in question. Whenever the Primary Employer or the
Primary Employer's Designee cannot receive assets or act,
as noted in this paragraph, a substitute Fiduciary is
empowered to act (see Plan articles 8 and 10).
Except to the extent restricted during a Suspension
Period, each Employer may at any time--even before any
event described in this subsection--assign to any person
or entity, including a trust, its right to recover in the
future all or a part of its interest less any indebtedness
against a Plan Contract.
4.02. Loss of Benefits
(a) Failure to pay Mandatory Contribution. The Primary
Employer's Designee may cause a Plan Contract to be canceled
or may cause the Plan Contract to be otherwise removed from
the group of Plan assets maintained to provide this Plan's
benefits that are or become death benefits--and that Plan
Contract's death benefit and divided ownership benefit will
be lost as a death benefit or divided ownership benefit of
this Plan--if the Participant-owner or Beneficiary-owner fails
to satisfy the associated contribution requirements of the
Plan subsection entitled "Mandatory Contributions" (see Plan
section 3.03(j)). If those contribution requirements are not
satisfied, the Primary Employer's Designee, at its discretion
but subject to the terms of the Plan Contract, may take any
or all of the actions described in this subsection's
paragraphs.
(1) The Primary Employer's Designee may permit or direct the
Employers to pay or otherwise satisfy the
Participant-owner's or Beneficiary-owner's Mandatory
Contribution in any manner permitted by the
4-9
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
Administrator's Rules. The ownership interests in the Plan
Contract must be adjusted appropriately to reflect the
increased Employer Contribution.
(2) The Primary Employer's Designee may permit or direct the
Employers to cash out the Plan Contract to capture the
Employers' ownership interest in any manner permitted by
the Administrator's Rules.
(3) The Primary Employer's Designee may cause the Plan
Contract to be continued (i.e., the premium paid) but as
funding for Plan benefits that are neither that
Participant's death benefit according to this Plan nor
that Participant's divided-ownership benefit according to
this Plan.
(b) Failure to pay Basic Contribution. A Plan Contract will be
canceled--and its death benefit will be lost--if the Employers
fail to satisfy or cause to be satisfied (any payment from a
source other than the Employers is deemed to have been caused
by the Employers) the Plan Contract premium payment
contribution requirements of the Plan section entitled "Basic
Contribution" (see Plan section 3.05). If a Participant is
notified by the administrator of the Crestar Financial
Corporation Premium Assurance Plan that those contribution
requirements have not been satisfied for one of that
Participant's Plan Contracts, the Participant-owner or
Beneficiary-owner of that Plan Contract, subject to the terms
of the Plan Contract, may take any or all of the actions
described in this subsection's paragraphs.
(1) The Participant may pay the amount of the Employers' Basic
Contribution by causing that Contract's Insurer to draw on
the Employers' ownership interest in the Plan Contract or
otherwise as permitted by the Administrator's Rules.
(2) To the extent that the ability to decide will not result
in any unexpected constructive receipt or economic
4-10
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
benefit for the Participant-owner or Beneficiary-owner, he
may direct that the Plan Contract be terminated in any
manner that he determines will preserve for himself the
greatest benefit. To the extent that the ability to decide
will result in any unexpected constructive receipt or
economic benefit for the Participant-owner or
Beneficiary-owner, he may not decide, and the
Administrator must decide the manner in which to terminate
the Plan Contract to preserve the greatest benefit for the
Participant-owner or Beneficiary-owner.
(c) Plan termination or end of participation. If this Plan is
terminated as to a Participant or if a Participant ceases to
be a Participant as described in the Plan subsection entitled
"Changing to non-Covered Employee" (see Plan section
2.02(a)), each Plan Contract on that Participant's life will
be canceled or otherwise removed from the group of Plan
assets maintained to provide this Plan's benefits that are or
become death benefits--and its death benefit and
divided-ownership benefit will be lost--unless the Participant
or the Beneficiary-owner of that Plan Contract elects to
continue the Contract and accomplishes that according to Plan
section 4.01(b)(3) or (4). Such an election must be made
within the time limits in the Administrator's Rules. To
continue the Contract, the Participant-owner or
Beneficiary-owner must make the contribution described in
Plan section 4.01(b)(3) within the time limits in the
Administrator's Rules. Upon that contribution, the Primary
Employer's Designee must cause each Employer to release its
rights in the Plan Contract to the Participant-owner or
Beneficiary-owner.
4.03. Suspension Periods
This Plan article 4 reserves to the Primary Employer and the Primary
Employer's Designee certain discretionary authority and powers;
however, all Primary Employer and the Primary Employer's Designee
powers are exercised by other Fiduciaries according to this Plan
during a Suspension Period. A reference to the Primary Employer
4-11
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
or Primary Employer's Designee in this Plan article 4 in the
context of a power is, during any Suspension Period, a reference
to the Fiduciary authorized to exercise that power.
4.04. General Allocation Rules and Limitations
(a) General limits. According to this section, a Participant's
Account is not credited with Annual Additions for any Plan Year
in excess of the limits in this section. If necessary, the
Administrator must make Suspense Account allocations as provided
in this section. In addition, all allocations under this Plan
are limited under subsection (b).
(b) Deductibility limitation. Except as to any amount for which
the Primary Employer's Designee has stipulated otherwise for
a Participant for that Plan Year, and except for
nondiscretionary contributions according to subsection (a) of
the Plan section entitled "Basic Contribution" (see Plan
section 3.05), Annual Additions from Transfer Contributions
and Annual Additions attributable to Basic Contributions and
Matching Contributions that result in Nonforfeitable Earned
Benefits other than the Plan's insured death benefit for any
Plan Year must not total more than the amount the Employers
are permitted to deduct for that Plan Year under Code
sections 419, 404(a)(5), and 162 for this Plan.
(c) Unallocated assets. With four exceptions, all Employer
contributions to this Plan are unallocated and remain in the
Employer Contribution Suspense Account until they are allocated
according to this Plan, including this Plan article 4 and any
Administrator's Rules.
The exceptions are for:
(1) any direct payments to Insurers or to Participants or
Beneficiaries of Plan Contract premiums or other benefits;
4-12
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
(2) contributions in the form of Employer or Employee premium
payments directly to Insurers (to the extent that such
payments are not inconsistent with the provisions of this
Plan) from Employers or on behalf of a Participant;
(3) Transfer Contributions used for Contract premium payments;
and
(4) contributions by or on behalf of Participants, to the
extent that the contribution exceeds that Participant's
total Mandatory Contribution due before the contribution.
Unallocated Plan assets or contributions, including amounts in
Suspense Accounts, and income on those assets or contributions,
are allocated only as described in this Plan article 4 and in
any Administrator's Rules. Until allocated to his Account, those
assets are not part of a Participant's Account and are not part
of his Earned Benefit. These allocation rules do not apply to
normal income or expense crediting on previously allocated
assets, but these allocation rules do apply to income crediting
on assets previously allocated to the Income Suspense Account.
(d) Non-cash contributions. Allocations of non-cash contributions
are made based on the fair-market value of those assets when
received by an Insurer, a Trustee, or a co-Trustee or at the
most recent Valuation Date, whichever is later.
(e) Maximum Annual Addition limitations. Except as the
Administrator determines is appropriate after a
nondiscretionary contribution is made according to subsection
(a) of the Plan section entitled "Basic Contribution" (see
Plan section 3.05), and as otherwise specifically provided in
this Plan, or as determined for any Plan Year by the Primary
Employer's Designee, Annual Additions to the Nonforfeitable
portion of a Participant's Account do not exceed the amount
to be paid to that Participant under this
4-13
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
Plan during that Plan Year. Annual Additions to a Participant's
Account also may be limited by the Primary Employer's Designee
or by the Administrator according to limitations announced on
behalf of the Primary Employer by the Primary Employer's
Designee or by the Administrator in Administrator's Rules.
(f) Special Annual Addition allowances and limitations. By
announcement confirmed in writing to the Administrator, to an
Insurer, or to a Trustee or co-Trustee, the Primary
Employer's Designee may allow Annual Additions to a
Participant's Account in excess of or may set an Annual
Addition limitation that is less than the amounts allowed in
subsection (e) of this section. The Annual Addition
limitations under subsection (e) of this section and the
Annual Addition allowances under this subsection may
distinguish between any Participant and another Participant
on any legal basis.
(g) Limitation related to excise taxes. Except during a Suspension
Period or unless otherwise directed by the Primary Employer's
Designee with knowledge of the excise tax potential, effective
until contrary announcement by the Primary Employer's Designee,
no Annual Addition is permitted to the extent that it provokes
an excise tax on an Employer.
(h) The Excess-addition Suspense Account. Except as provided in
this Plan for Excess Annual Additions attributable to Voluntary
Contributions or Mandatory Contributions, a Participant's Excess
Annual Additions must be immediately placed in a Suspense
Account and must immediately result in an increase in the
appropriate portions of that Participant's Plan Liability
Account. Except as provided in this Plan for Excess Annual
Additions attributable to Voluntary Contributions or Mandatory
Contributions, until contrary announcement by the Primary
Employer's Designee, the Excess Annual Additions may not be
distributed to Participants or former Participants but must be
allocated at the Primary Employer's Designee's direction to the
Employer
4-14
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
Contribution Suspense Account or to an Employer-designated
Suspense Account or, at the Administrator's direction or at the
direction of the Primary Employer's Designee, the assets may be
allocated to Participants' individual Accounts from the
Excess-addition Suspense Account and in reduction of the
affected Participants' Plan Liability Accounts, but only to the
extent that the allocation does not result in Excess Annual
Additions. For any Plan Year in which an Excess-addition
Suspense Account exists according to this section, the
Excess-addition Suspense Account is credited with investment
gains and losses as if it were a Participant's Account. For
purposes of an Excess-addition Suspense Account, the Primary
Employer's Designee, an Employer, or any other contributor may
designate at the time of contribution or otherwise as allowed by
any Administrator's Rules that a contribution (including or
excluding earnings or proceeds) may not be returned to its
contributor or that there are limitations on the return or
transfer of a contribution (including or excluding earnings or
proceeds). For example, it is possible that some or all of the
recoverable premiums paid as contributions by an Employer would
have been assigned to another part of the trust holding any
Trust Fund, to be applied to pay benefits under another
plan--such as the Crestar Financial Corporation Premium
Assurance Plan.
Except as to contributions designated according to the preceding
sentence, if this Plan terminates while an Excess-addition
Suspense Account exists within a Trust Fund or at a similar,
separate fund governed by a Plan Contract, the Administrator
must cause all allocations necessary to eliminate Plan Liability
Accounts, and then the remaining portion of the Excess-addition
Suspense Account must be treated as not part of the Plan assets
and must be returned to the General Fund within the Welfare
Trust Fund within the Crestar Financial Corporation OMNI Trust.
4.05. Accounts
4-15
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
(a) Suspense Accounts. Whenever it is necessary to avoid exceeding
the Plan's Annual Addition allocation limits, the Administrator
must cause an Excess-addition Suspense Account and corresponding
Plan Liability Accounts to be established for contributions
which, if allocated as Annual Additions, would exceed this
Plan's Annual Addition allocation limits. When the Primary
Employer's Designee designates that assets contributed to the
Plan or held by the Plan must be held in a Suspense Account, the
Administrator must cause an Employer-designated Suspense Account
to be established and cause all assets so designated to be
allocated to that Suspense Account. If there is a transfer of
assets to this Plan and that transfer involves assets that
exceed liabilities transferred at the same time, the Primary
Employer's Designee must cause the creation of an
Employer-designated Suspense Account, and then the Administrator
must cause those excess transferred assets to be allocated to
that Suspense Account. For any portion of any contribution other
than a contribution that soon results in a transfer of assets
with the same (or greater) value out of the Plan's assets (a
distribution of benefits, for example), the Primary Employer's
Designee must cause the separate allocation (within this Plan)
of the income portion of assets contributed. When the Primary
Employer's Designee causes the separate allocation of an income
portion of an asset, the Administrator must cause an Income
Suspense Account to be established and must cause all Primary
Employer's Designee-designated income portions of assets to be
allocated to that Suspense Account. For any Participant
Contribution, and for the Participant Contribution component of
any Transfer Contribution, except to the extent that the Primary
Employer's Designee has directed that the income portion of the
contribution be transferred elsewhere (including transfers
within the Crestar Financial Corporation OMNI Trust Fund) before
the asset in question is transferred to this Plan, the
Administrator must cause the separate allocation of the
principal and income portions of assets contributed or
transferred by causing the principal to be allocated to
Participant Accounts or to an Employer-designated Suspense
4-16
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
Account (creating corresponding Plan Liability Accounts if that
is not inappropriate according to this Plan) and by causing the
income portions of such assets to be allocated to the Income
Suspense Account. A Suspense Account is not a Participant's
Account, but it is credited with Trust Fund earnings as if it
were a Participant's Account.
(b) Named Accounts generally. As required for appropriate
record-keeping, the Administrator must establish and name
additional Accounts or subaccounts reflecting the Plan's
benefits for each Participant according to this Plan's lettered
exhibits describing separate benefit structures and reflecting
interests in Plan assets (i.e., Earned Benefits) for each
Participant. Distributions made to a Participant must be charged
against the Participant's Account or subaccount from which they
are drawn. According to allocations made, Forfeitures announced,
and distributions paid, the Administrator must cause each
Participant's Accounts and sub-accounts to be credited and
debited with all appropriate amounts, including contributions,
investment gains and losses, and distributions.
(c) Plan Liability Accounts. As an analogue for each portion of his
Employer Contribution Account and his After-tax Savings Account,
each Participant has a bookkeeping record that is a Plan
Liability Account. A Plan Liability Account holds no assets and
is not part of a Participant's Earned Benefit, but it does
represent an entitlement to an Earned Benefit--although the
entitlement may be contingent upon a Mandatory Contribution.
Except for allocations that this Plan's terms require as
reductions of Plan Liability Accounts, a Plan Liability Account
does not represent any unconditional right or claim to Plan
assets. Even in those events of required allocations, a Plan
Liability Account does not represent a claim that cannot be
reduced or eliminated by the Primary Employer's Designee's
announcement, unless the Primary Employer's Designee has
announced (in the form of a lettered Plan exhibit) that a
specified portion of an identified Plan Liability Account cannot
be reduced without the Participant's
4-17
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
consent or unless that portion of the Plan Liability Account
would result in an allocation that is Nonforfeitable or would be
Nonforfeitable upon the completion of related Mandatory
Contributions. Even as to such Plan Liability Accounts that
cannot be reduced, there is no right or claim to Plan assets
until the allocation required by this Plan occurs, and if there
are insufficient Plan assets to satisfy a required allocation
when it is required, the Plan Liability Account is not a right
or claim to other assets. All Plan Liability Accounts are
extinguished after any asset allocations required by this Plan's
termination. By announcement (whether or not the announcement
indicates some amount that cannot be reduced without the
Participant's consent), the Primary Employer's Designee may
increase any portion of any Participant's Plan Liability Account
at any time.
(d) Employer Contribution Accounts. The Administrator must establish
and maintain an Employer Contribution Account for each
Participant. Each Participant's allocations attributable to
Employer contributions and other appropriate adjustments must be
credited and debited to his Employer Contribution Account or to
the appropriate portion of his Employer Contribution Account.
Employer contributions in the form of premiums paid for the
Contracts and Plan Contracts providing this Plan's death
benefits or Employer contributions immediately applied to pay
such premiums are not Plan assets and are not part of any
Employer Contribution Account.
(e) Accounts that make up Employer Contribution Account. As the
related allocations are made under the Plan, the Administrator
must establish and maintain for each Participant, as
appropriate, identified Accounts that make up the Employer
Contribution Account. Those Accounts might include a
Supplemental Account, a Transfer Account, a Pre-tax Savings
Account, or any Named Account identified in any Administrator's
Rules. Each Participant's allocations attributable to Employer
contributions and other appropriate adjustments must be credited
to the appropriate named
4-18
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
Account that is part of his Employer Contribution Account, in
the manner described in the following numbered paragraphs.
(1) After applying all amounts necessary from Basic
Contributions to satisfy unpaid-but-due premium
requirements for the Contracts and Plan Contracts
providing this Plan's death benefits, and to the extent
that the Primary Employer's Designee does not direct
remaining amounts to be allocated to a Suspense Account,
any Participant's allocations--if there are
any--attributable to Basic Contributions and other
appropriate adjustments are determined by the Primary
Employer's Designee and must be credited as directed by
the Primary Employer's Designee or as directed by the
Administrator according to Administrator's Rules and with
the consent of the Primary Employer's Designee to that
Participant's Supplemental Account or to any Named
Account.
(2) After applying all amounts necessary from Basic
Contributions to satisfy unpaid-but-due premium
requirements for the Contracts and Plan Contracts
providing this Plan's death benefits, and to the extent
that the Primary Employer's Designee does not direct
remaining amounts to be allocated to a Suspense Account,
any Participant's allocations attributable to Matching
Contributions and other appropriate adjustments are
determined by the Primary Employer's Designee and must be
credited as directed by the Primary Employer's Designee or
as directed by the Administrator according to
Administrator's Rules and with the consent of the Primary
Employer's Designee to that Participant's Supplemental
Account or to any Named Account, as determined by the
provisions of this Plan article.
4.06. Formula Allocations
4-19
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
(a) General For each Plan Year or for any pay period, the Primary
Employer's Designee may announce a formula (which may be an
aggregation of formulas, each related to one Participant's
benefit or portion of a benefit) for allocations under this Plan
for any section in this Plan article 4. The Primary Employer's
Designee must communicate each announcement to the
Administrator. The Primary Employer's Designee may provide a
predetermined formula (which may be an aggregation of formulas,
each related to one Participant's benefit or portion of a
benefit) for allocations for any Plan section by submitting a
Program of Allocations to the Administrator. To the extent that
the Primary Employer's Designee submits a formula for any Plan
section that would cause an allocation that could not be made
according to that Plan section if no formula had been submitted,
the formula must not be honored.
(b) Program of Allocations. To implement the provisions of
subsection (a) of this section, the Primary Employer's Designee
submits to the Administrator a Program of Allocations following
a form like the exhibit attached to this Plan article 4. A
Program of Allocations is an exhibit that is part of this Plan,
determining potential benefits by identifying each Participant
and each section of this Plan article 4 to which it applies and
may further identify the form of the specified allocation
(whether in cash or in kind) or any particular Plan asset that
is to be allocated. As to allocations that have not yet
occurred, the Primary Employer's Designee may amend any Program
of Allocations previously submitted by submitting a revised
Program of Allocations to the Administrator.
(c) Notices required. If the Primary Employer's Designee submits a
revised Program of Allocations according to subsection (b) of
this section, the Administrator must notify each
Participant--except for Participants whose programmed allocation
is unchanged. The notice may be at the Administrator's
convenience, but it must be in writing and delivered before any
further allocations are made to any Participant's Account.
4-20
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
Each Participant's written notice must state the amount of that
Participant's programmed allocation according to the Program of
Allocations previously submitted and according to the revised
Program of Allocations.
4.07. Basic Contribution Allocations
(a) Formula allocations. This Plan section applies only to the
portion of any Basic Contribution subject to the allocation
directions of the Primary Employer's Designee according to Plan
section 4.05(e)(1). For each Plan Year or for any pay period,
the Primary Employer's Designee may announce a formula (which
may be an aggregation of formulas, each related to one
Participant's benefit or portion of a benefit) for allocations
under this section. As of the day before the Administrator makes
allocations under this section, if a Program of Allocations
according to Plan section 4.06 applies to this section, the
Administrator must cause allocations accordingly. Absent a
predetermined formula allocation for this section in a Program
of Allocations according to the Plan section entitled "Formula
Allocations" (see Plan section 4.06), the Administrator must
cause the allocations ordered by the Primary Employer's Designee
and otherwise as described in this section.
(b) Primary Employer's Designee designation. If an Employer causes
or allows a Basic Contribution, the Primary Employer's Designee
may designate that all or any part of any Basic Contribution be
allocated to the Participants' Accounts as described in any one
or more of this subsection's paragraphs.
(1) The Primary Employer's Designee may designate that the
Basic Contribution be allocated to any of a Participant's
Named Accounts.
(2) The Primary Employer's Designee may designate that the
Basic Contribution be allocated to any Participant's
Supplemental Account.
4-21
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
(c) Failure to designate. If an Employer causes or allows a Basic
Contribution and the Primary Employer's Designee fails to
designate how that contribution is to be allocated according to
one or more of the paragraphs in subsection (b), the Basic
Contribution must be allocated to an Employer-designated
Suspense Account selected by the Primary Employer's Designee.
4.08. Matching Contribution Allocations
(a) Formula allocations. This Plan section applies only to the
portion of any Matching Contribution subject to the allocation
directions of the Primary Employer's Designee according to Plan
section 4.05(e)(2). For each Plan Year or for any pay period,
the Primary Employer's Designee may announce a formula (which
may be an aggregation of formulas, each related to one
Participant's benefit or portion of a benefit) for allocations
under this section. As of the day before the Administrator makes
allocations under this section, if a Program of Allocations
according to the Plan section entitled "Formula Allocations"
(see Plan section 4.06) applies to this section, the
Administrator must cause allocations accordingly. Absent a
predetermined formula allocation for this section in a Program
of Allocations according to the Plan section entitled "Formula
Allocations" (see Plan section 4.06), the Administrator must
cause the allocations ordered by the Primary Employer's Designee
and otherwise as described in this section.
(b) Primary Employer's Designee's designation. If an Employer causes
or allows a Matching Contribution, the Primary Employer's
Designee may designate that all or any part of any Matching
Contribution be allocated to the Participants' Accounts as
described in any one or more of this subsection's paragraphs.
(1) The Primary Employer's Designee may designate that the
Matching Contribution be allocated to any of a
Participant's Named Accounts.
4-22
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
(2) The Primary Employer's Designee may designate that the
Matching Contribution be allocated to any Participant's
Supplemental Account.
(c) Failure to designate. If an Employer causes or allows a Matching
Contribution but fails to designate how that contribution is to
be allocated according to one or more of the paragraphs in
subsection (b), the Matching Contribution must be allocated as a
Basic Contribution according to the Plan section entitled "Basic
Contribution Allocations" (see Plan section 4.07) for the Plan
Year or other pay period for which the Matching Contribution is
made.
4.09. Employee After-tax Contribution Allocations
This Plan section becomes effective as to Voluntary Contributions
after the Administrator, at the direction of the Primary Employer's
Designee, announces that the Participants may make Voluntary
Contributions for a Plan Year; this Plan section is always effective
as to Mandatory Contributions. Nothing in this section, however,
results in an Earned Benefit for a Participant in an amount less than
that required by ERISA section 204(c)(2)(A). If a Participant makes
Mandatory Contributions or elects during the Plan Year to make
Voluntary Contributions according to this Plan, the Administrator must
direct that any such amounts be allocated and applied to Contracts and
Plan Contracts to the extent necessary to satisfy unpaid-but-due
premium requirements for the Contracts and Plan Contracts providing
this Plan's death benefits. To the extent that a Participant's
Contributions are allocated and applied as provided in the preceding
sentence, that Participant's interest in the Contracts or Plan
Contracts increases. Any remaining amount must be allocated to the
Participants' After-tax Savings Accounts. The income interest from
each Voluntary Contribution or Mandatory Contribution must be
allocated to the Income Suspense Account, as indicated in the Plan
subsection entitled "Suspense Accounts" (see Plan section 4.05(a)),
except as provided in that subsection. The assigned income interest
must be tracked, however, so that the value of the interest is
reflected in that Participant's Plan Liability Account and is adjusted
annually to reflect gains, losses, and distributions. By
4-23
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
announcement at any time, the Administrator may cause limits
(including a limit of zero) on Voluntary Contributions allowable
for any group of Participants or for any individual Participant.
4.10. Allocations from Employer-designated Suspense Account
(a) Formula allocations. For each Plan Year or for any pay period,
the Primary Employer's Designee may announce a formula (which
may be an aggregation of formulas, each related to one
Participant's benefit or portion of a benefit) for allocations
under this section. As of the day before the Administrator makes
allocations under this section, if a Program of Allocations
according to the Plan subsection entitled "Formula Allocations"
(see Plan section 4.06) applies to this section, the
Administrator must cause allocations accordingly. Absent a
predetermined formula allocation for this section in a Program
of Allocations according to the Plan subsection entitled
"Formula Allocations" (see Plan section 4.06), the Administrator
must cause the allocations ordered by the Primary Employer's
Designee and otherwise as described in this section.
(b) Primary Employer's Designee's designation. If there is an
Employer-designated Suspense Account, the Primary Employer's
Designee may designate that all or any part of the
Employer-designated Suspense Account be allocated to the
Participants' Accounts as described in any one or more of this
subsection's paragraphs.
(1) The Primary Employer's Designee may designate that any
amount or any asset be allocated from an
Employer-designated Suspense Account to any of a
Participant's Accounts to the extent that there is a
concurrent reduction in that Participant's Plan Liability
Account.
(2) The Primary Employer's Designee may designate that any
amount or any asset be allocated from an
4-24
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
Employer-designated Suspense Account to any Participant's
Supplemental Account.
(3) The Primary Employer's Designee may designate that any
amount or any asset be allocated from an
Employer-designated Suspense Account to any of a
Participant's Named Accounts.
(c) Failure to designate. If there is an Employer-designated
Suspense Account but the Primary Employer's Designee fails to
designate how any amount or any asset is to be allocated from
that Suspense Account according to one or more of the paragraphs
in subsection (b), that amount or asset remains in the
Employer-designated Suspense Account.
4.11. Allocations from Income Suspense Account
(a) Formula allocations. For each Plan Year or for any pay period,
the Primary Employer's Designee may announce a formula (which
may be an aggregation of formulas, each related to one
Participant's benefit or portion of a benefit) for allocations
under this section. As of the day before the Administrator makes
allocations under this section, if a Program of Allocations
according to the Plan subsection entitled "Formula Allocations"
(see Plan section 4.06) applies to this section, the
Administrator must cause allocations accordingly. Absent a
predetermined formula allocation for this section in a Program
of Allocations according to the Plan subsection entitled
"Formula Allocations" (see Plan section 4.06), the Administrator
must cause the allocations ordered by the Primary Employer's
Designee and otherwise as described in this section.
(b) Primary Employer's Designee's designation. If there is an
allocation to the Income Suspense Account, the Administrator
must create one or more subaccounts within the Income Suspense
Account so that the source and year of each allocation to the
Income Suspense Account may be identified.
4-25
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
The Primary Employer's Designee may designate that all or any
part of any sub-account within the Income Suspense Account be
allocated to the Participants' Accounts as described in any one
or more of this subsection's paragraphs.
(1) The Primary Employer's Designee may designate that any
amount be allocated from any sub-account within the Income
Suspense Account to any other Account without reducing any
Participant's Plan Liability Account.
(2) The Primary Employer's Designee may designate that any
amount be allocated from any sub-account within the Income
Suspense Account to any Participant's
Supplemental Account.
(3) The Primary Employer's Designee may designate that any
amount be allocated from any sub-account within the Income
Suspense Account to any Participant's After-tax Savings
Account with or without reducing that Participant's Plan
Liability Account.
(4) The Primary Employer's Designee may designate that any
amount be allocated from any sub-account within the Income
Suspense Account to any of a Participant's Named Accounts.
(c) Failure to designate. If there is an Income Suspense Account but
the Primary Employer's Designee fails to designate how any
amount is to be allocated from any sub-account within the Income
Suspense Account according to one or more of the paragraphs in
subsection (b), that amount remains in the Income Suspense
Account.
4-26
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
EXHIBIT FOR ARTICLE 4
Program of Allocations
======================================================================
ACCORDING TO PLAN SECTION 4.06, THE SPONSOR'S DESIGNEE
MAY CHANGE THIS PROGRAM OF ALLOCATIONS AT ANY TIME
======================================================================
I. As to Plan section 4.07:
A. The first $____________ of allocations is:
Participant Amount
xxxxxxxxxxx xxxxxx
xxxxxxxxxxx xxxxxx
B. The next $_____________ of allocations is:
Participant Amount
xxxxxxxxxxx xxxxxx
xxxxxxxxxxx xxxxxx
C. All other allocations up to $___________ are pro-rata per
balance created in the preceding allocations.
D. All other allocations are determined according to the terms of
Plan section 4.07.
II. As to Plan section 4.08:
A.
B.
C.
D.
======================================================================
ACCORDING TO PLAN SECTION 4.06, THE SPONSOR'S DESIGNEE
MAY CHANGE THIS PROGRAM OF ALLOCATIONS AT ANY TIME
======================================================================
4-27
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
EXHIBIT FOR ARTICLE 4
Program of Allocations
======================================================================
ACCORDING TO PLAN SECTION 4.06, THE SPONSOR'S DESIGNEE
MAY CHANGE THIS PROGRAM OF ALLOCATIONS AT ANY TIME
======================================================================
III. As to Plan section 4.10:
A. The first $____________ of allocations is:
Participant Amount
xxxxxxxxxxx xxxxxx
xxxxxxxxxxx xxxxxx
B. The next $_____________ of allocations is:
Participant Amount
xxxxxxxxxxx xxxxxx
xxxxxxxxxxx xxxxxx
C. All other allocations up to $___________ are pro-rata per
balance created in the preceding allocations.
D. All other allocations are determined according to the terms of
Plan section 4.10.
IV. As to Plan section 4.11:
A. The first $____________ of allocations is:
Participant Amount
xxxxxxxxxxx xxxxxx
xxxxxxxxxxx xxxxxx
======================================================================
ACCORDING TO PLAN SECTION 4.06, THE SPONSOR'S DESIGNEE
MAY CHANGE THIS PROGRAM OF ALLOCATIONS AT ANY TIME
======================================================================
4-28
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
EXHIBIT FOR ARTICLE 4
Program of Allocations
======================================================================
ACCORDING TO PLAN SECTION 4.06, THE SPONSOR'S DESIGNEE
MAY CHANGE THIS PROGRAM OF ALLOCATIONS AT ANY TIME
======================================================================
B. The next $_____________ of allocations is:
Participant Amount
xxxxxxxxxxx xxxxxx
xxxxxxxxxxx xxxxxx
C. All other allocations up to $___________ are pro-rata per
balance created in the preceding allocations.
D. All other allocations are determined according to the terms of
Plan section 4.11.
======================================================================
ACCORDING TO PLAN SECTION 4.06, THE SPONSOR'S DESIGNEE
MAY CHANGE THIS PROGRAM OF ALLOCATIONS AT ANY TIME
======================================================================
4-29
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
ARTICLE 5
VESTING
5.01. Suspension Periods
This Plan article 5 reserves to the Primary Employer and Primary
Employer's Designee certain discretionary authority and powers; all
Primary Employer and Primary Employer's Designee powers, however, are
exercised by other Fiduciaries according to this Plan during a
Suspension Period. A reference to the Primary Employer or to the
Primary Employer's Designee in this Plan article 5 in the context of a
power is, during any Suspension Period, a reference to the Fiduciary
authorized to exercise that power.
5.02. Nonforfeitable Earned Benefits
(a) Nonforfeitable. This Plan provides the benefits of a Welfare
Benefit Plan, and the definition of nonforfeitable in ERISA
section 3(19) does not apply to a Welfare Benefit Plan. For
purposes of this Plan, however, Nonforfeitable has a definition
similar to the definition in ERISA section 3(19), to be applied
to this Plan's benefits according to the terms of this Plan. As
to any Earned Benefit that is not a Welfare Benefit Plan
benefit, the statutory definition of nonforfeitable in ERISA
section 3(19) applies--to the extent that the law requires that
definition to apply. The term vested is used interchangeably
with nonforfeitable; they mean the same thing.
(b) Full and partial. Nonforfeitable or vested may apply to all of
an Earned Benefit or to part of an Earned Benefit (for example,
if half of a current Earned Benefit of yearly renewable term
insurance were Nonforfeitable, half of the face amount of
protection could be cancelled at any time, but the other half
would continue until the expiration of the term--usually at the
end of the year), as determined according to each relevant Plan
Contract, any relevant Trust Agreement, and the Plan.
5-1
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
(c) No reduction or expiration acceleration. If an Earned Benefit is
Nonforfeitable or vested, the benefit's expiration cannot be
accelerated, and its quantum cannot be reduced; a Nonforfeitable
term death benefit promise of $100,000 cannot be reduced to less
than $100,000, and it cannot be cancelled before the expiration
of the term of the promise (if the promise has no term or an
indefinite term, for example, a Nonforfeitable death benefit
promise cannot expire and the amount promised cannot be
reduced--except in the case of a benefit that is an Account
balance, in which case, the value of the benefit will go up and
down according to the investment results for the Account).
(d) Not unconditional. The fact that an Earned Benefit is
Nonforfeitable or vested does not make its payment unconditional
(a benefit promise for retirement years will never be paid if
the Participant dies before he retires), and the fact that all
benefit-enjoyment conditions have been satisfied does not make
an Earned Benefit Nonforfeitable (an Earned Benefit may be
cancelled if it is not Nonforfeitable--if it is not vested).
(e) Nonforfeitable Accounts. Except to the extent otherwise
announced or designated by the Primary Employer's Designee
(which may include announcements naming individuals or
describing classes of Participants or portions of Accounts--such
as Accounts representing benefits that may be reduced (offset)
by payments from a source other than this Plan's assets--but may
not result in a lower Nonforfeitable Account balance than
required according to ERISA section 203(a)), After-tax Savings
Accounts are fully vested (Nonforfeitable). Transfer Accounts,
Supplemental Accounts, and Named Accounts that are designated by
the Primary Employer's Designee as Nonforfeitable are vested
(Nonforfeitable) after that designation to the extent specified
in that designation. Any designations by the Primary Employer's
Designee according to the preceding sentences may grant full
vesting or conditional vesting (including vesting conditioned on
Mandatory Contributions) to any Account of
5-2
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
any Participant or may be accomplished through designations by
Account or Participant classes but may not result in a lower
Nonforfeitable Account balance than required according to ERISA
section 203(a).
(f) Full vesting. As required by ERISA section 203(a), a
Participant's Accounts not listed in the preceding subsection
(including any of his Accounts, to the extent that they are not
designated as Nonforfeitable when they are created or later) are
fully vested (Nonforfeitable) not later than the date that he
attains Normal Retirement Age or, if earlier, not later than the
end of the Plan Year in which the Participant accumulates five
Vesting Credits. Except to the extent previously announced or
otherwise designated by the Primary Employer's Designee, all of
an Active Participant's Accounts are fully vested on the earlier
of the dates described in this subsection's paragraphs.
(1) The Participant's date of death as an Active Participant.
(2) The date on which the Participant becomes Disabled as an
Active Participant.
(g) Nullifying Plan provisions. For any Participant or any portion
of any Participant's Account that is not vested
(Nonforfeitable), the Primary Employer's Designee may determine
that any provision of this Plan dealing with vesting or
Forfeitures does not apply or applies only with special
limitations, but only if the result does not violate ERISA
section 203(a). That decision does not require any Participant's
consent and is effected by a written communication delivered to
the Participant and the Administrator.
5.03. Vesting Credits
(a) One Vesting Credit. For purposes of the next sentence, all
of a Participant's Service is counted except for Service that
may be disregarded according to Treasury Regulation
5-3
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
section 1.410(a)-7(d)(2)(ii), as modified for the current
period, and is excepted according to subsection (b). Except as
provided in this Plan section and in this Plan's exhibits, which
provisions are never inconsistent with ERISA section 203(b), for
each twelve months of Service, an individual earns one Vesting
Credit. Service is credited and accumulated on the basis of
months, whether or not consecutive (thirty days are deemed to be
a month in the case of the aggregation of fractional months),
until twelve months become a Vesting Credit that is equivalent
to a Year of Service to determine Nonforfeitability. As provided
in Labor Regulation section 2530.200a-2 and Treasury Regulation
section 1.410(a)-7(d)(1)(iv), an individual's Nonforfeitability
is determined by whole Vesting Credits, and the remaining
credited months of Service are not counted until they total
twelve and are a Vesting Credit. In addition to Vesting Credits
earned according to the preceding two sentences, the Primary
Employer's Designee may grant one or more Vesting Credits to any
Participant and to any Account of that Participant at any time
and for any reason. Nonforfeitable percentages for specific
Participants' Accounts are listed in exhibits to this Plan.
(b) Exceptions. Vesting Credits are not given automatically under
this Plan section for any Service before this Plan's Effective
Date, for Service in a Plan Year before the individual in
question is Age eighteen, or for any Service described in this
subsection's paragraphs.
(1) An individual's Service with an Affiliate before it is an
Affiliate is disregarded unless that Service occurs while
that entity that becomes an Affiliate is an Employer.
(2) An individual's Service with an Employer before it is an
Employer is disregarded unless that Service is credited
while that entity that becomes an Employer is an
Affiliate.
5-4
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
(3) An individual's Service is disregarded after a Vesting
Period of Severance that is a sixty-consecutive-month
period, but only for purposes of determining his
Nonforfeitable interest in the portion of his Employer
Contribution Account that is not described in the Plan
subsection entitled "Nonforfeitable Accounts" (see Plan
section 5.02(e)) and is attributable to the period before
his Vesting Period of Severance.
(4) An individual's Vesting Periods of Service excluded under
the Vesting Rule of Parity are disregarded.
(5) An individual's Vesting Periods of Severance do not create
Service for Vesting Credits, except as provided in the
Vesting Service Spanning Rule (a Vesting Break does not
add toward a Vesting Credit).
(6) An individual's Vesting Periods of Service before his
Vesting Break are not considered until after his Vesting
Hold-Out Year.
(7) An individual is not given credit for Service during a
period for which he declined to contribute any amount
required under the Plan as a condition of participation or
as a condition of receiving Employer-paid benefits
(Mandatory Contributions), except as to any portion of a
Participant's Accrued Benefit identified by the Primary
Employer's Designee as not conditioned upon Mandatory
Contributions. The Primary Employer's Designee may
announce and publish Administrator's Rules applying this
paragraph to allow, forbid, or otherwise govern
retroactive Mandatory Contributions for the purpose of
"buying" Vesting Credits for any or all Accrued Benefits
(or amounts that would be Accrued Benefits if those
Mandatory Contributions had been made). This paragraph may
be applied selectively by the Primary Employer's Designee
to any Participant, to any type or portion of an Account,
or to both.
5-5
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
(c) Non-covered work credited. Service in different divisions of an
Employer or with an Affiliate is credited for purposes of this
section, except as provided in subsection (f). Except as may be
provided according to an exhibit mentioned in subsection (a),
unless the Primary Employer's Designee directs otherwise,
allocations to Accounts are not made for any Participant for
Plan Years during which that individual works for an Affiliate
or a division that has not adopted this Plan.
5.04. Forfeitable Earned Benefits
An Earned Benefit that is not Nonforfeitable is Forfeitable. The
portion of a Participant's Earned Benefit attributable to Participant
contributions is Nonforfeitable. The portion of a Participant's Earned
Benefit attributable to Employer contributions is Forfeitable. A
Forfeitable Earned Benefit may be cancelled in whole or in part by the
Primary Employer's Designee at any time. The expiration of a
Forfeitable Earned Benefit may be accelerated by the Primary
Employer's Designee at any time. The amount of any benefit payment for
a Forfeitable Earned Benefit may be reduced by the Primary Employer's
Designee at any time.
5.05. Forfeitures
(a) Basic rules governing time of Forfeiture. Any portion of a
Participant's Account that is vested (Nonforfeitable) cannot be
Forfeited without that Participant's consent (and then only if
the consent is allowed according to ERISA). Except for
Forfeitures with the Participant's consent, this subsection
governs the time of this Plan's Forfeitures. To the extent
permissible according to ERISA section 203, the Primary
Employer's Designee may cause any amount except Nonforfeitable
amounts from a Participant's Accrued Benefit (Account balance,
Earned Benefit, or both) to be Forfeited at any time without any
Participant's consent. To the extent permissible according to
ERISA section 203, the Primary Employer's Designee may cause any
Nonforfeitable amount from a Participant's Accrued Benefit
(Account balance, Earned Benefit, or both) to be Forfeited at
any time with the
5-6
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
consent of the Participant whose Earned Benefit or Account is
being Forfeited. After a Participant Separates from Service,
each part of his Employer Contribution Account that is subject
to Forfeiture (taking into consideration the exhibits mentioned
in Plan section 5.03(a)) is Forfeited as of the earlier of the
dates listed in this subsection's paragraphs.
(1) The date of the Participant's death.
(2) The last day of the year within any of the Participant's
later Vesting Periods of Severance.
If the Plan terminates pursuant to Plan article 8 at any time
except during a Suspension Period, the Forfeitable part (taking
into consideration the exhibits mentioned in Plan section
5.03(a)) of all Accounts is Forfeited as of the date of the
Plan's termination.
(b) Time of distributions in relationship to time of Forfeiture. The
Administrator's directions to distribute a Participant's
Nonforfeitable interest in his Account according to Plan article
6 operate independently from this Plan section's operative rule
about the time of Forfeitures after a Participant Separates from
Service. Thus, distributions can be ordered before, after, or at
the same time as a Forfeiture occurs according to this Plan
section.
(c) Allocation of Forfeitures. All Forfeitures must be allocated as
Matching Contributions according to Plan article 4.
5-7
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
ARTICLE 6
DISTRIBUTIONS
6.01. General Provisions on Benefits, Distributions, Transfers
(a) Suspension Periods. This Plan article 6 reserves to the Primary
Employer and Primary Employer's Designee certain discretionary
authority and powers; all Primary Employer and Primary
Employer's Designee powers, however, are exercised by other
Fiduciaries according to this Plan during a Suspension Period. A
reference to the Primary Employer or to the Primary Employer's
Designee in this Plan article 6 in the context of a power is,
during any Suspension Period, a reference to the Fiduciary
authorized to exercise that power.
(b) Article controls. A distribution occurs when a Plan Contract is
transferred wholly to a Participant-owner, Beneficiary-owner,
Employer, or Employer's assignee; or when a Plan Contract is
canceled or surrendered and its proceeds are transferred to or
among a Participant, Beneficiary, Employer, or Employer's
assignee. All distributions according to this Plan are subject
to the provisions of this article.
(c) Administrator authority and discretion. The Primary Employer's
Designee may direct the Administrator's actions (in which event,
the Administrator must follow those directions), but a
distribution under this Plan may occur only upon the
Administrator's direction as to the amount and form of
disposition of Plan Contracts or other Plan assets in
satisfaction of benefits. As to a Plan Contract, the Insurer may
be directed as to such distributions, payments, or dispositions
only by the Administrator according to the terms of that Plan
Contract. As to any Trust Fund, any Trustee or co-Trustee may be
directed as to such distributions, payments, or dispositions
only by the Administrator according to the terms of the Trust
Agreement governing the Plan assets held by that Trustee or
co-Trustee. The Administrator may
6-1
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
exercise its discretion in implementing any provision in this
Plan article or in implementing any Administrator's Rules about
benefits, distributions, transfers of Trust Fund assets and
liabilities, or transfers of Plan Contracts and liabilities if
that exercise of discretion does not violate any of the other
provisions in this Plan article or in any Administrator's Rules
and does not result in the Plan's failure to satisfy the
provisions of Plan section 3.02(b). With the Primary Employer's
Designee's consent, the Administrator may create and publish
original, additional, or revised Administrator's Rules for this
Plan article if that action is consistent with the provisions of
this Plan article. Specifically, to the extent that the Primary
Employer's Designee does not object, the Administrator may
create or amend any Administrator's Rules to implement or change
the Plan's operative rules on distributions in satisfaction of
Participants' Earned Benefits.
(d) Discharge of liability. Any distribution to or on behalf of a
person (or his representative) entitled to payment under the
Plan, to the extent of the payment, is in full satisfaction of
all claims under the Plan against all Insurers, all Trustees and
co-Trustees, the Administrator, each member of any Plan
Committee, the Primary Employer, the Primary Employer's
Designee, any Sponsors, and the Employers. Any person or entity,
as a condition to payment from it or directed by it, may require
the payee-Participant, -Beneficiary, or -legal representative to
execute a receipt and release of the claim in any form
determined by the person requesting the receipt and release.
(e) Plan termination distributions. When the Plan terminates, any
allocation required by ERISA must be made. As provided in Plan
section 1.05, Plan Contracts and any Trust Fund are the only
sources from which a claimant may satisfy a claim based on
Earned Benefits. After implementing the provisions of this
subsection, providing for payment of any expenses properly
chargeable against any Plan Contract, and confirming compliance
with all other precedent requirements of law, the
6-2
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
Administrator may direct any Insurer and any Trustee or
co-Trustee to distribute any Plan assets remaining, including
any reserve or account. A distribution may be in cash or in
kind, despite any other terms of the Plan, and in the manner the
Administrator determines, so long as the distribution is
consistent with statutory requirements.
(f) Special distributions allowed. This subsection applies if the
Plan is continued according to this Plan's other terms by a
corporation or any other legal entity merged or consolidated
with an Employer or otherwise succeeding an Employer as a result
of any change in ownership of that Employer or the Employer's
assets. If a Participant continues work with the surviving or
purchasing legal entity but does not qualify to continue as a
Participant, the Administrator must determine the options
available--including the possibility of distributing assets or
transferring assets--that would not render this Plan at any time
revocable, invalid, or inconsistent with the Plan subsection
entitled "Qualification intended" (see Plan section 3.02(b)) and
must treat that Participant's interests in the manner the
Administrator deems most beneficial to that Participant.
(g) Unclaimed benefits. If the inability to determine a payee's
identity or whereabouts prevents any holder of Plan Contracts or
other Plan assets from paying any amount to a Participant or
Beneficiary within seven years after the amount becomes payable,
all amounts that would have been payable to that Participant or
Beneficiary must be segregated by that holder and then dealt
with by that holder according to the laws of the state by which
this Plan is governed that pertain to abandoned intangible
personal property held in a fiduciary capacity.
(h) Recapture of payments. By error, it is possible that payments to
or on behalf of a Participant or Beneficiary may exceed the
amounts to which the recipient is entitled. When notified of the
error, the recipient must return the excess as directed by the
Administrator. This requirement is limited where explicit
statutory provisions require limitation. To prevent hardship,
6-3
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
repayment under this subsection may be made in installments,
determined in the sole discretion of the Administrator. A
repayment arrangement, however, may not be contrary to law, and
it may not be used as a disguised loan. If any person is
authorized by statute to recover some payments on behalf of the
Plan, no Plan provision may be construed to contravene the
statute.
(i) Garnishments. If an individual's entitlement to Earned Benefits
is garnished or attached by order of any court, then the
Administrator or any holder of Plan Contracts or other Plan
assets involved may bring an action for a declaratory judgment
in a court of competent jurisdiction to determine the proper
recipient of those benefits. Any benefits that become payable
while that action is pending must not be paid or, at the
Administrator's direction, must be paid into the court as they
become payable, to be distributed later by the appropriate
holder of Plan assets or by the court to the recipient
determined by the court.
(j) Distributions to minors and incompetents. If the proceeds from
any Plan Contract or any part of any Trust Fund are payable to a
Participant or Beneficiary who is a minor or who, in the
Administrator's opinion, is not capable of making proper
disposition of funds or is not legally capable of giving a valid
receipt and discharge for the assets, that payment may be made
for the benefit of the Participant or Beneficiary to any person
that the Administrator in its discretion designates, including
the guardian or legal representative of the individual, an adult
with whom that individual resides, or in discharge of that
individual's bills. To the extent of any such payments, they are
deemed a complete discharge of any liability for such payment
under the Plan, and any holder of Plan Contracts or any part of
any Trust Fund may make the payments without the intervention of
any guardian or similar fiduciary and without obligation to
require bond or to see to the further application of the
payments.
6-4
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
6.02. Claims
(a) Distributions without claims. The Administrator is not required
to cause a Plan distribution before a claim has been filed, but
the Administrator may cause a Plan distribution before a claim
has been filed if information comes to the Administrator's
attention that indicates that a Participant or a Beneficiary is
entitled to a distribution.
(b) Claims to Administrator. Subject to this Plan's provisions on
claim reviews, claims for benefits from this Plan must be made
in writing to the Administrator or to any person the
Administrator designates to receive claims. If the Administrator
has made forms available, those forms must be used; otherwise, a
claim by a Participant or a Beneficiary communicated in writing
to the Administrator is satisfactory.
(c) Administrator's response. On receipt of a claim, the
Administrator must respond in writing within ninety days. The
Administrator's first written notice must indicate any special
circumstances requiring an extension of time for the
Administrator's decision. The extension notice must indicate the
date by which the Administrator expects to give a decision. An
extension of time for processing may not exceed ninety days
after the end of the initial ninety-day period.
(d) Denied claims. If a claim is wholly or partially denied, the
Administrator must give written notice within the time provided
in subsection (c). If notice that a claim has been denied is not
furnished within the time required in subsection (c), the claim
is deemed denied. An adverse notice must be written in a manner
calculated to be understood by the claimant and must include
(1) each reason for denial;
(2) specific references to the pertinent provisions of the
Plan, a Plan Contract, any Trust Agreement, or related
documents on which the denial is based;
6-5
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
(3) a description of any additional material or information
necessary for the claimant to perfect the claim and an
explanation of why that material or information is needed;
and
(4) appropriate information about the steps to be taken if the
claimant wishes to submit the claim for review.
6.03. Review of Claims
(a) Administrator's review. On receiving a claimant's proper written
request for review, the full membership of the Administrator or
a person designated by the Administrator must review any claim
that was denied according to Plan section 6.02. The written
request must be received by the Administrator before sixty-one
days after the claimant's receipt of notice that a claim has
been denied according to that Plan section.
(b) Possible hearing. The Administrator or any designated reviewer
must determine whether there will be a hearing. The claimant and
an authorized representative are entitled to be present and
heard at any hearing that is used as part of the review. Before
any hearing, the claimant or a duly authorized representative
may review all Plan documents and other papers that affect the
claim and may submit issues and comments in writing. The
Administrator or reviewer must schedule any hearing to give
sufficient time for this review and submission, giving notice of
the schedule and deadlines for submission.
(c) Review decision time limit. The decision on review must be
furnished to the claimant in writing within sixty days after the
request for review is received, unless special circumstances
require an extension of time for processing. If an extension is
required, written notice of the extension must be furnished to
the claimant before the end of the sixty-day period, and the
decision then must be rendered as soon as possible but not later
than 120 days after the request for review was received.
6-6
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
The decision on review must be written in a manner calculated to
be understood by the claimant and must include specific reasons
for the decision and specific references to the pertinent
provisions of the Plan or related documents on which the
decision is based. If the decision on review is not furnished to
the claimant within the time required in this subsection, the
claim is deemed denied on review.
(d) Allowances if a committee reviews. If a review under this
section is conducted by any committee, including a Plan
Committee, and if that committee has regularly scheduled
meetings at least quarterly, the rules in this subsection govern
the time for the decision on review and supersede the rules in
the immediately preceding Plan subsection. If the claimant's
written request for review is received more than thirty days
before that committee's meeting, a decision on review must be
made at the next meeting after the request for review has been
received. If the claimant's written request for review has been
received thirty days or less before a meeting of that committee,
the decision on review must be made at the committee's second
meeting after the request for review is received. If special
circumstances (such as the need to hold a hearing) require an
extension of time for processing, the committee's decision must
be made not later than that committee's third meeting after the
request for review has been received. If an extension of time is
required, written notice of the extension must be furnished to
the claimant before the extension begins. If notice that a claim
has been denied on review is not received by the claimant within
the time required in this subsection, the claim is deemed denied
on review.
(e) Determination final. Except for a written request for review
under subsection (a), all good-faith determinations by the
Administrator are conclusive and binding on all persons, and
there is no right of appeal.
6-7
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
6.04. Administrator-directed Roll-out
On the later of a Plan Contract's fifteenth anniversary date or an
earlier anniversary date (at the Primary Employer's Designee's sole
discretion), the Participant's Retirement, or the Participant's
Disability, the Employers may recover their ownership interest in the
Plan Contract (as determined according to the Plan subsection entitled
"Division of Ownership Interest in Plan Contract" (see Plan section
4.01(b)) and must then, to the extent required by this Plan, release
their rights in the Plan Contract and other Plan assets to the
Participant-owner or Beneficiary-owner and to any assignee of any part
of the Employers' interest (such as the trustee for the Crestar
Financial Corporation OMNI Trust, which holds certain interests in the
Employer's interests in Plan Contracts, which interests are held for
the Crestar Financial Corporation Premium Assurance Plan).
6.05. Cancellation or Surrender of Plan Contract
When a Plan Contract is canceled or surrendered according to Plan
article 4, the proceeds of the Plan Contract must be distributed
according to the terms of the Plan Contract and each party's (each
Employer, each Employer's assignee--including the trustee for the
Crestar Financial Corporation OMNI Trust as to interests for the
Crestar Financial Corporation Premium Assurance Plan--and the
Participant-owner or Beneficiary-owner) ownership interest as
determined by the Plan subsection entitled "Division of Ownership
Interest in Plan Contract" (see Plan section 4.01(b)).
6-8
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
ARTICLE 7
BENEFICIARIES
7.01. Conditions of Eligibility
Only Eligible Employees may participate in this Plan. Except for
Earned Benefits described in the Plan subsection entitled
"Beneficiary-owners" (see Plan section 7.03), a Participant's
Beneficiaries receive Plan benefits only as specifically provided in
Plan section 7.02.
7.02. Beneficiary Payments.
(a) Beneficiary entitlement. Upon the death of a Participant, the
death benefit value of that Participant's Earned Benefits, as
determined by this Plan's lettered exhibits and the applicable
Plan Contract or Plan Contracts, must be paid to the
Participant's Beneficiaries. Subject to the immediately
preceding sentence, a Participant's Beneficiaries are not
entitled to any Plan benefits after the Participant's death.
(b) Beneficiary designation. Subject to any Administrator's Rules
about Beneficiaries and payments to Beneficiaries, by a written
notice delivered to the Administrator, a Participant may
designate one or more Beneficiaries, who may be entitled to
receive shares of the benefit or may be designated as primary
and secondary Beneficiaries. Each designation is revocable
unless specifically made irrevocable. An Employer or
Administrator is not liable for a failure to make a change
between the time requested and the death of the Participant
unless the failure is willful or from gross negligence. If a
Participant fails to designate a Beneficiary or if the
designated Beneficiary or Beneficiaries do not survive the
Participant, any benefit due is payable to the Participant's
Spouse at the Participant's death; and if the Participant's
Spouse does not survive the Participant, then the benefit is
payable to the Participant's estate.
7-1
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
(c) Proof of death. The Administrator has no duty to direct or make
any required post-death benefit payments to a Participant's
Beneficiaries until it receives proof of the Participant's
death.
7.03. Beneficiary-owners
A Participant-owner may assign his Earned Benefits to a
Beneficiary-owner. A Beneficiary-owner has the same rights and
responsibilities under this Plan and the applicable Plan Contract or
Plan Contracts that the Participant-owner enjoyed before transferring
his ownership interest. A Participant-owner is no longer a
Participant-owner to the extent that he has transferred his ownership
interest to a Beneficiary-owner.
7-2
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
ARTICLE 8
AMENDMENT, TERMINATION, AND MERGER
8.01. Exercise of Powers
(a) Source of powers. The Primary Employer's exercise of each of the
powers listed in this subsection's paragraphs is limited by and
is governed by this Plan article and Plan article 10. Unless
otherwise specified or limited by this Plan, however, each of
the powers is vested in full in the Primary Employer.
(1) The power to name or remove Plan Fiduciaries.
(2) The power to amend this Plan with written notice to the
Participants and Beneficiary-owners (but during a
Suspension Period or after a Change in Control, this Plan
may be amended as to current Participants and
Beneficiary-owners only with their consent).
(3) The power to cause or allow a merger or consolidation of
this Plan with another plan.
(4) The power to cause or allow a transfer of assets or
liabilities from or to this Plan.
(5) The power to cause or allow this Plan to be terminated
(but during a Suspension Period or after a Change in
Control this Plan may be terminated as to current
Participants and Beneficiary-owners, only with their
consent).
(6) The power to suspend benefit payments (but during a
Suspension Period or after a Change in Control, benefit
payments may be suspended as to current Participants and
Beneficiary-owners, only with their consent).
8-1
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
(7) The power to cause allocations of Plan assets.
(b) Power to amend. After the Primary Employer's Designee declares
this document to be final for purposes of limiting amendments,
or after a Trigger Event that antedates the Primary Employer's
Designee's declaration, this Plan section may not be amended
unless the amendment in no material way endangers the rights of
the Plan's current Participants, which fact must be evidenced by
an opinion of counsel selected by the Primary Employer's
Designee and satisfactory to the Administrator. That counsel's
opinion must be addressed to the Participants of this Plan and
must be delivered to the Administrator as agent for those
individuals. After the Primary Employer's Designee declares this
document to be final for purposes of limiting amendments, or
after a Trigger Event that antedates the Primary Employer's
Designee's declaration, this Plan article may not be amended
unless the amendment is either
(1) the correction of typographic or scriveners' errors (which
include omissions, diction errors, or sentence structures
that cause a confused or unintended meaning) that occur in
the process of drafting this document, and each such error
must be confirmed by the Primary Employer and the Primary
Employer's counsel who assisted in drafting this document;
or
(2) the removal or addition of provisions in furtherance of
the purpose of this Plan and without reducing the Earned
Benefits of Participants generally, which facts must be
evidenced by an opinion of counsel selected by the Primary
Employer's Designee and satisfactory to the Administrator.
That counsel's opinion must be addressed to the current
Participants (if there are any) and must be delivered to
the Administrator as agent for those individuals.
Every exhibit (by any name--such as "exhibit" or "schedule" or
"roster") to this Plan is part of the Plan. Except as
specifically
8-2
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
provided in this Plan, the creation or change of an exhibit by a
Fiduciary authorized in this Plan to create or change the
exhibit is a Plan amendment requiring approval of the Primary
Employer's Designee but not an amendment restricted by this Plan
article other than during a Suspension Period. Any other
creation or change in an exhibit is an amendment that requires
approval by the Primary Employer's Designee and is restricted by
this Plan article unless the exhibit itself provides otherwise.
During a Suspension Period, the creation or change of an exhibit
for any section in this Plan article or any lettered exhibit
describing a benefit arrangement is a Plan amendment limited by
this article.
(c) General power to amend, terminate, or transfer
assets/liabilities. Except as otherwise specifically provided in
this Plan article and in Plan article 10, the Primary Employer's
Designee has the power and right to:
(1) amend this Plan in whole or in part with written notice to
the Participants and Beneficiary-owners (but during a
Suspension Period or after a Change in Control, this Plan
may be amended as to current Participants and
Beneficiary-owners only with their consent);
(2) terminate this Plan in whole or in part or suspend any
benefit payments (but during a Suspension Period or after
a Change in Control this Plan may be terminated or benefit
payments suspended as to current Participant's and
Beneficiary-owners, only with their consent);
(3) cause assets, liabilities, or both to be allocated within
this Plan or to be transferred to or from this Plan; and
(4) name Plan Fiduciaries.
(d) Sponsor's powers suspended. The Primary Employer's and Primary
Employer's Designee's powers described in subsections (a), (b),
and (c) are suspended according to the Plan
8-3
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
section entitled "Trigger Events, Restoration Events, and
Consequences" (see Plan section 8.08) during a Suspension
Period.
8.02. Amendment
(a) Sponsor. Except as specifically provided in this Plan (for
example, as provided in Plan article 10, Plan section 8.01, Plan
section 8.07, Plan section 8.08, and subsection (c) of this Plan
section) or in the other documents identified in this section,
the Primary Employer retains the right
(1) to prospectively or retroactively amend this Plan and any
governing document for any funding medium for this Plan,
including any Trust Agreement and any Plan Contract, with
written notice to the Participants and Beneficiary-owners,
to establish or retain the status of this Plan and any
funding medium, including a Trust or a Plan Contract,
under the provisions of the Plan subsection entitled
"Qualification intended" (see Plan section 3.02(b));
(2) to amend this Plan and any governing document for any
funding medium for this Plan, including any Trust
Agreement and any Plan Contract, with written notice to
the Participants and Beneficiary-owners, in any other
manner; and
(3) to amend this Plan and liquidate any funding medium,
including any Trust Fund and any Plan Contract, with
written notice to the Participants and Beneficiary-owners,
according to that funding medium's governing documents.
In all instances, the Primary Employer has delegated, through
this Plan, the power and rights described to the Primary
Employer's Designee. An amendment is effective on the date
indicated in any written instrument that is executed by the
Primary Employer's Designee (or by the person specified
8-4
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
according to Plan section 8.07(b), when the Primary Employer's
and Primary Employer's Designee's power is suspended or has been
terminated) and delivered to the Administrator.
(b) No diversion or assignment. The provisions of this subsection
are subject to the provisions of subsection (c). Except for the
transfer of assets according to the Plan section entitled "Plan
Merger or Asset Transfer" (see Plan section 8.03, and except for
the Employers' reversionary interest in Plan Contracts, as
described in this Plan, no amendment to the Plan or any
governing document for any funding medium for this Plan,
including any Trust Agreement and any Plan Contract, and no
transfer of liabilities or any Plan assets or Trust Fund assets
may authorize or permit any part of any Plan Contracts or other
Plan assets to be used for or diverted to purposes other than
the exclusive purposes of providing benefits to Participants and
Beneficiaries and defraying reasonable expenses of administering
the Plan. An amendment may not cause (by way of a reduction or
cancellation of the amount or duration of the Earned Benefit or
otherwise) a Forfeiture of any Participant's Earned Benefit that
is vested (Nonforfeitable). An amendment that affects the
rights, duties, or responsibilities of any Fiduciary may not be
made without that Fiduciary's written consent.
(c) Administrative expenses, diversions, and reversions. As allowed
by law, a transfer of liabilities or Plan assets or Trust Fund
assets or an amendment to the Plan or any governing document for
any funding medium for the Plan, including any Trust Agreement
and any Plan Contract, may authorize or permit part of any Plan
Assets to be used for or diverted to the payment of taxes owed
or to the payment of reasonable administrative expenses. Any
portion of any Trust Fund or Plan Contract that is not used,
according to this Plan's terms, to provide Employee benefits or
to pay taxes owed or reasonable administrative expenses must be
transferred to the portion of the Crestar Financial Corporation
OMNI Trust identified as the assets held for the Crestar
Financial
8-5
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
Corporation Premium Assurance Plan, upon this Plan's
termination.
8.03. Plan Merger or Asset Transfer
(a) No reduction of benefits. The merger or consolidation of this
Plan with, or the transfer of assets or liabilities of this Plan
to another employee benefit plan or the transfer of assets or
liabilities of another plan to this Plan may not be accomplished
unless each Participant's Earned Benefit immediately after the
merger, consolidation, or transfer is (when computed as if the
surviving or receiving plan had immediately terminated) equal to
or greater than the benefit to which the Participant would have
been entitled if this Plan had terminated immediately before the
merger, consolidation, or transfer.
(b) Primary Employer's Designee's written directions. Subject to the
preceding subsection, on written direction from the Primary
Employer's Designee (or from the person specified according to
Plan section 8.07(d)--as to mergers--or Plan section 8.07(e)--as
to other transfers--when the Primary Employer's and Primary
Employer's Designee's power is suspended or has been
terminated), the Administrator must direct any Fiduciary that
holds Plan Contracts, Trust Fund assets, or other Plan assets to
take all necessary steps to transfer those assets to another
employee-benefit plan or another employee-benefit plan's funding
medium.
8.04. Discontinuance of Contributions
(a) Employers. Except during a Suspension Period or after a Change
in Control and except as provided in Plan section 3.05 and Plan
section 3.06 or otherwise announced by the Primary Employer's
Designee (or by the person specified according to Plan section
8.07(g), when the Primary Employer's and Primary Employer's
Designee's power is suspended or has been terminated), any
Employer may reduce or discontinue its contributions to this
Plan--but only after written notice to the Participants and
Beneficiary-owners. A complete discon-
8-6
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
tinuance of contributions from all Employers has no effect on
the Forfeitability of any Earned Benefits.
(b) Not a termination. A discontinuance of Employer contributions is
not a termination of the Plan unless the Primary Employer's
Designee (or the person specified according to Plan section
8.07(c), when the Primary Employer's and Primary Employer's
Designee's power is suspended or has been terminated) gives the
notice described in Plan section 8.05(b).
8.05. Termination
(a) General. The Primary Employer's Designee (or the person
specified according to Plan section 8.09(c), when the Primary
Employer's and Primary Employer's Designee's power is suspended
or has been terminated) has the right to terminate this Plan
wholly or partly, subject to the provisions of this Plan section
and Plan sections 8.01 and 8.08; provided, however, that during
a Suspension Period or after a Change in Control, the Plan may
only be terminated as to current Participants and
Beneficiary-owners with their consent.
(b) Notice. Written notice of a termination must be given to the
Participants, to the Beneficiary-owners, to the Administrator,
to any Fiduciary holding Plan assets, including Trust Fund
assets and Plan Contracts, that would be affected by the
termination, and to all necessary authorities. If any
authority's approval is necessary, termination is effective
according to that approval; otherwise, the date of the notice or
a later date designated in the notice is the termination date
for purposes of this Plan article. To the extent that any Earned
Benefit is Forfeitable and cannot become Nonforfeitable (or does
not) merely upon the affected Participant's satisfaction of
Mandatory Contributions required to cause full vesting in all or
part of that Earned Benefit, that Earned Benefit is Forfeited
upon the termination of the Plan. Plan Contracts are disposed of
according to the Plan paragraph entitled "Plan termination" (see
Plan section 4.01(b)(3)) and the Plan
8-7
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
subsection entitled "Plan termination or end of participation"
(see Plan section 4.02(c)). A Plan termination or partial
termination cannot operate to deny any Participant the
opportunity to complete Mandatory Contributions that would
result in full vesting (Nonforfeitability) of all or any portion
of that Participant's Earned Benefit. Any entitlements to Plan
benefits that exceed the value of Plan assets allocated to
satisfy those benefits are canceled upon the Plan's termination,
even if the benefits in question, when funded, would have been
Nonforfeitable Earned Benefits (or could be Nonforfeitable if
certain Mandatory Contributions were made).
(c) Termination as to specific Participants or groups of
Participants. To the extent of any Earned Benefit that is not
Nonforfeitable, the Primary Employer's Designee (or the person
specified according to Plan section 8.07(c), when the Primary
Employer's and Primary Employer's Designee's power is suspended
or has been terminated) has the right to prospectively terminate
the rights of any Participant or Beneficiary under the Plan
(but, during a Suspension Period or after a Change in Control
only with the Participant's or Beneficiary's consent) and to
prospectively terminate eligibility to receive Plan benefits as
to any Participant, any Beneficiary, or any group of
Participants or Beneficiaries (but, during a Suspension Period
or after a Change in Control only with their consent). A Plan
termination or partial termination cannot operate to deny any
Participant the opportunity to complete Mandatory Contributions
that would result in full vesting (Nonforfeitability) of all or
any portion of that Participant's Earned Benefit.
(d) Partial termination. If the Plan partially terminates
(determined by the Administrator in a manner consistent with
legal authorities), all affected Earned Benefits or any Earned
Benefit to the extent affected may then be treated by the
Administrator (acting at its discretion) as if the Plan had
terminated.
8-8
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
(e) Distributions. After confirming compliance with all precedent
requirements of law, the Administrator may direct the
distribution of Plan assets, including any Trust Fund assets and
any Plan Contracts or proceeds of any Plan Contracts. The
Administrator's directions may include directions to any
Fiduciary holding Plan assets (including Trustees and
co-Trustees) to distribute assets remaining in any funding
medium for which that Fiduciary is responsible. Subject to the
Plan paragraph entitled "Plan termination" (see Plan section
4.01(b)(3)) and the Plan subsection entitled "Plan termination
or end of participation" (see Plan section 4.02(c)),
distributions according to this section must be in the manner
the Administrator determines, so long as the Administrator's
determinations are consistent with statutory requirements.
Except as specifically provided by law, the Administrator's
determination is conclusive as to all persons. Plan assets not
distributed according to this Plan's terms, to provide Employee
benefits or to pay taxes owed or reasonable administrative
expenses must be transferred to the portion of the Crestar
Financial Corporation OMNI Trust identified as the assets held
for the Crestar Financial Corporation Premium Assurance Plan.
(f) No further rights. Each Fiduciary that holds Plan assets,
including Trust Fund assets and Plan Contracts, must transfer or
deliver property according to the Administrator's directions,
either without endorsement or endorsed as the Administrator
directs. Such a Fiduciary will have no further right, title, or
interest in property distributed. After all distributions are
completed, each such Fiduciary is discharged from all
obligations under the governing document for the funding medium
in which those Plan assets were held (including any Trust Fund
assets and any Plan Contracts. Except by statute, no Participant
or Beneficiary has any further right or claim against those
Fiduciaries.
8-9
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
8.06. Effect of Employer Transactions
If an Employer is merged or consolidated with any other business, or
is succeeded by a corporation or any other legal entity that acquires
substantially all of the Employer's assets, the surviving or
purchasing corporation or legal entity may elect to continue this Plan
as to that Employer's Participants. If a Participant continues work
with the surviving or purchasing legal entity but does not qualify by
law to continue as a Participant, the Administrator must determine the
options available that would not render this Plan at any time
revocable, invalid, or inconsistent with Plan section 3.02(b) and must
treat that Participant's interests in the manner the Administrator
deems most beneficial to that Participant.
8.07. Rules About Entities Exercising Powers
(a) Exhibits. This Plan section allows identified exhibits to be
appended to the Plan to facilitate the operation of the Plan
when the Primary Employer's and Primary Employer's Designee's
powers are suspended or terminated according to Plan section
8.08.
(b) Power to amend. The Primary Employer's and Primary
Employer's Designee's powers in this Plan to amend the Plan are
suspended or terminated according to Plan section 8.08(b).
Whenever the Primary Employer and Primary Employer's Designee
may not amend this Plan, the Primary Employer's and Primary
Employer's Designee's power to amend becomes the power to direct
the Administrator to cause an amendment, and that power is
vested in the person or persons identified in Exhibit 8.07(b).
If there is no validly completed Exhibit 8.07(b), the Primary
Employer's and Primary Employer's Designee's power to amend is
vested in the Administrator.
(c) Power to terminate. The Primary Employer's and Primary
Employer's Designee's powers in this Plan to terminate the Plan
or any part of it are suspended or terminated according to Plan
section 8.08(b). Whenever the Primary Employer and
8-10
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
Primary Employer's Designee may not terminate this Plan, the
Primary Employer's and Primary Employer's Designee's power to
terminate becomes the power to direct the Administrator to cause
the Plan's termination, and that power is vested in the person
or persons identified in Exhibit 8.07(c). If there is no validly
completed Exhibit 8.07(c), the Primary Employer's and Primary
Employer's Designee's power to terminate is vested in the
Administrator.
(d) Power over mergers. The Primary Employer's and Primary
Employer's Designee's powers in this Plan to cause or allow a
merger or consolidation of this Plan with another plan are
suspended or terminated according to Plan section 8.08(c).
Whenever the Primary Employer and the Primary Employer's
Designee may not cause or allow a merger or consolidation of
this Plan with another plan, no person has the power to cause or
allow a merger or consolidation of this Plan with another plan.
(e) Power over asset or liability transfers. The Primary Employer's
and Primary Employer's Designee's powers in this Plan to cause
or allow a transfer of assets or liabilities from or to this
Plan are suspended or terminated according to Plan section
8.08(c). Whenever the Primary Employer and the Primary
Employer's Designee may not cause or allow a transfer of assets
or liabilities from or to this Plan, the Primary Employer's and
Primary Employer's Designee's power to cause or allow a transfer
of assets or liabilities from or to this Plan becomes the power
to direct the Administrator to cause or allow a transfer of
assets or liabilities, and that power is vested in the person or
persons identified in Exhibit 8.07(e). If there is no validly
completed Exhibit 8.07(e), the Primary Employer's and Primary
Employer's Designee's power to cause or allow a transfer of
assets or liabilities from or to this Plan is vested in the
Administrator.
(f) Power to delegate. The Primary Employer's and Primary Employer's
Designee's powers in this Plan to delegate Fiduciary
responsibilities not otherwise delegated in this Plan
8-11
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
are suspended according to Plan section 8.08(f). Whenever the
Primary Employer and the Primary Employer's Designee may not
exercise those powers, the Primary Employer's and Primary
Employer's Designee's powers are vested in the person or persons
identified in Exhibit 8.07(f), which may specify different
persons for different delegation powers. If there is no validly
completed Exhibit 8.07(f) or if Exhibit 8.07(f) fails to
identify a person for a delegation power, then each power not
otherwise vested is vested in the Administrator.
(g) Other powers. The Primary Employer's and Primary Employer's
Designee's powers under this Plan not previously described in
this Plan section are suspended according to Plan section
8.08(f). If there is any such Primary Employer or Primary
Employer's Designee power that is suspended or terminated and
that power is not otherwise vested according to this Plan
section or Plan article 10, if the suspension or termination of
that power would cause this Plan to fail to operate because
there is no Fiduciary otherwise empowered to act alone, then
that power is vested in the Administrator except to the extent
that the power is identified and vested in another person or
persons according to any validly completed Exhibit 8.07(g).
(h) Relationship to other Plan provisions. Whenever this section
results in the suspension or termination of the Primary
Employer's and Primary Employer's Designee's powers, that
suspension or termination is effective without regard to other
Plan provisions that appear to allow those powers to continue to
be exercised by the Primary Employer or the Primary Employer's
Designee. This section's substitution of individuals or entities
to exercise the Primary Employer's and Primary Employer's
Designee's powers, however, operate only to the extent that some
other individual or entity has not been identified elsewhere in
this Plan (for example, Plan article 10) as the Primary
Employer's and Primary Employer's Designee's substitute or as
the transferee of that power.
8-12
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
(i) Exercise of power. To the extent that this Plan suspends a power
of the Primary Employer or the Primary Employer's Designee and
vests that power in another, if this Plan otherwise requires
that power to be exercised by the Administrator, then that power
becomes the power to direct the Administrator to cause or take
the action that is the subject of that power.
8.08. Trigger Events, Restoration Events, and Consequences
(a) Application of section. This section's remaining subsections
apply only during a Suspension Period.
(b) Limitation on amendment and termination rights. This subsection
governs the right to amend or terminate this Plan during a
Suspension Period. After a First-tier Trigger Event and for the
duration of the Suspension Period, the Primary Employer or the
Primary Employer's Designee may not amend this Plan if, in the
Administrator's opinion, that amendment would cause a material
reduction of any Earned Benefit or any other form of material
dilution of the interests of the Participants in this Plan,
measured on the day before the First-tier Trigger Event. After a
Second-tier Trigger Event and for the duration of the Suspension
Period, the Primary Employer or the Primary Employer's Designee
may not amend or terminate the Plan.
(c) Mergers and asset and liability transfers. This subsection
governs the transfer of assets and liabilities to and from this
Plan during a Suspension Period. Upon a Second-tier Trigger
Event, all Fiduciaries necessary must immediately act to cause
the transfer of any remaining interests in Plan Contracts and
other similar assets owned by the Employers to the trustee for
the portion of the Crestar Financial Corporation OMNI Trust's
Welfare Trust holding assets exclusively for the Crestar
Financial Corporation Premium Assurance Plan. Except as provided
in the preceding sentence, during a Suspension Period, no person
may cause or allow a merger or consolidation of this Plan with
another plan. Except as provided in
8-13
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
this subsection, during a Suspension Period, the Primary
Employer's and Primary Employer's Designee's power to cause or
allow transfers of assets or liabilities from or to this Plan is
suspended.
(d) Consent to actions of Administrator. During a Suspension Period,
any Plan provision requiring the Administrator to act only with
the Primary Employer's or Primary Employer's Designee's consent
is not effective to require the Primary Employer's or Primary
Employer's Designee's consent; except for Primary Employer or
the Primary Employer's Designee powers vested in other persons
according to Plan section 8.07 or Plan article 10, and except
when this Plan requires another Fiduciary's consent, the
Administrator is authorized to act alone.
(e) Consent to actions of committees. During a Suspension Period,
any Plan provision requiring any Plan Committee or any other
committee to act only with the Primary Employer's or Primary
Employer's Designee's consent is not effective to require the
Primary Employer's or Primary Employer's Designee's consent;
except for Primary Employer or the Primary Employer's Designee
powers vested in other persons according to Plan section 8.07 or
Plan article 10, and except when this Plan requires another
Fiduciary's consent, any Plan Committee or any other committee
is authorized to act alone.
(f) Other powers suspended. During a Suspension Period, the Primary
Employer's and Primary Employer's Designee's powers to delegate
fiduciary responsibilities not otherwise delegated in this Plan
and to make any determination within the jurisdiction of any
Administrator or any committee are suspended. During a
Suspension Period, the Primary Employer's and Primary Employer's
Designee's powers not otherwise suspended according to this Plan
section are suspended.
(g) Restoration events. According to this subsection, if any other
provisions of this Plan section have been effected, causing a
8-14
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
suspension of the Primary Employer's or Primary Employer's
Designee's powers, that other subsection no longer applies on
the earliest of the dates described in this subsection's
paragraphs.
(1) One date is three calendar years after the most recent
Trigger Event that provoked the suspension of powers,
subject to an infinite number of one-year extensions if
the Administrator so determines, in the December before
the expiration of this paragraph's effective time.
(2) Another date is the day on which the Administrator
determines that all transactions provoking Trigger Events
have been unwound or reversed, whether by mutual agreement
of the parties, operation of law, or a court of competent
jurisdiction.
(3) Another date is the day on which the Administrator
determines that the Primary Employer's or Primary
Employer's Designee's powers are restored, but the
Administrator may not act under this subsection for one
calendar year following the most recent Trigger Event that
provoked the suspension of the Primary Employer's or
Primary Employer's Designee's powers.
Despite this section, as long as the Crestar Financial
Corporation OMNI Trust Agreement is in existence, a Restoration
Event cannot operate to end a Suspension Period under this Plan
during any period in which a Suspension Period (as defined in
the Crestar Financial Corporation OMNI Trust Agreement) is in
effect under that trust agreement.
8.09. Change in Control
For purposes of this Plan, the term Change in Control has the same meaning
as such term is defined in the Crestar Financial Corporation OMNI Trust
Agreement.
8-15
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
Exhibit 8.07(b)
This exhibit, according to Plan section 8.07(b), names a person or
persons to have the power to amend the Plan. The person is or the
persons are
---------------------------------------------------------
---------------------------------------------------------
---------------------------------------------------------
--------------------------------------------------------.
Date:___________________
8-16
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
Exhibit 8.07(c)
This exhibit, according to Plan section 8.07(c), names a person or
persons to have the power to terminate the Plan. The person is or the
persons are
---------------------------------------------------------
---------------------------------------------------------
---------------------------------------------------------
--------------------------------------------------------.
Date:___________________
8-17
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
Exhibit 8.07(e)
This exhibit, according to Plan section 8.07(e), names a person or
persons to have the power to cause or allow a transfer of assets or
liabilities from this Plan to another plan or from another plan to
this Plan. The person is or the persons are
---------------------------------------------------------
---------------------------------------------------------
---------------------------------------------------------
--------------------------------------------------------.
Date:___________________
8-18
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
Exhibit 8.07(f)
This exhibit, according to Plan section 8.07(f), names a person or
persons to have the power to delegate Fiduciary responsibilities not
otherwise delegated in the Plan. The person is or the persons are
determined according to this table.
Person(s) Specified Delegation Power
-------- --------------------------
--------------------------------------------------
--------------------------------------------------
--------------------------------------------------
--------------------------------------------------
-------------------------------------------------.
Date:___________________
8-19
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
Exhibit 8.07(g)
This exhibit, according to Plan section 8.07(g), names a person or
persons to have the Sponsor's powers not described in subsections (b)
through (f) of Plan section 8.07. The person is or the persons are
determined according to this table.
Person(s) Specified Power
--------------------------------------------------
--------------------------------------------------
--------------------------------------------------
--------------------------------------------------
-------------------------------------------------.
Date:___________________
8-20
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
ARTICLE 9
PLAN CONTRACTS, TRUST FUND, AND RELATED RULES
9.01. Suspension Periods
This Plan article 9 reserves to the Primary Employer and Primary
Employer's Designee certain discretionary authority and powers; all
Primary Employer and Primary Employer's Designee powers, however, are
exercised by other Fiduciaries according to this Plan during a
Suspension Period. A reference to the Primary Employer or to the
Primary Employer's Designee in this Plan article 9 in the context of a
power is, during any Suspension Period, a reference to the Fiduciary
authorized to exercise that power.
9.02. Plan Contracts, Trust Agreements
(a) Plan Contracts. This Plan's benefits are funded primarily (or at
least significantly) through Plan Contracts. Although the Plan
may have other assets, such as a Trust Fund, the Plan's target
benefit--a death benefit payment--depends on the Plan Contracts.
All rights that accrue to any Participant, Beneficiary, or other
person are limited, when applied to the Plan Contracts, by the
terms of the Plan Contract or Plan Contracts that are to provide
the benefit in question.
(b) Trust Agreements. At the Primary Employer's Designee's
direction, this Plan's benefits not funded through Plan
Contracts may be funded through a Trust Fund governed by one or
more Trust Agreements between the Primary Employer and the
Trustees and co-Trustees. Any Trust Fund may be used to hold any
Plan assets that cannot or are not held pursuant to Plan
Contracts. Any Trust Fund must be managed by the Trustees and
co-Trustees according to the Trust Agreements, which are
interpreted to be consistent with this Plan. All rights that
accrue to any Participant, Beneficiary, or other person are
subject to all the terms of any Trust Agreements.
9.1
<PAGE>
9.03. Trust Fund; General Amounts; Segregated Amounts
(a) General. Any Trust Fund includes one or more trusts, as
determined by the terms of the Trust Agreements and the Trustees
and co-Trustees. The Trust Fund is the entire undistributed
amount of all Plan contributions placed in the custody of the
Trustees and co-Trustees, adjusted for expenses, gains, and
losses. For some purposes, reference is made to General Amounts
and Segregated Amounts, which are two parts of any total Trust
Fund. Some assets are treated unlike any other Trust Fund
amounts because their gains and losses are allocated separately
from other Trust Fund assets, and those segregated assets are
referred to as Segregated Amounts. The term General Amounts
means the entire Trust Fund reduced by the Segregated Amounts.
For purposes other than mere investment tracking, a Trustee or
co-Trustee may also segregate or set apart assets that are
either part of the General Amounts or the Segregated Amounts.
All segregated assets may be held in one or more trusts
established only for segregated assets, all of which are part of
the Trust Fund, whether they are General Amounts or Segregated
Amounts.
(b) Trusts and accounts. A Trustee or any co-Trustee or group of
co-Trustees who is exclusively responsible for the assets in
question must hold all Plan assets that it receives and allocate
them to the appropriate trusts and accounts maintained within
the General Amounts or Segregated Amounts. As directed by the
Administrator according to this Plan's terms, any Trustee or any
co-Trustee must reflect allocations of Trust Fund assets (the
assets themselves or the value of the assets, as may be required
by the Plan's terms) to individual Participants' Accounts or to
Suspense Accounts. Income from each trust within the Trust Fund
may be accumulated during each Fiscal Year until it is
administratively efficient for reinvestment. The determination
is made by any Trustee, co-Trustee, or group of co-Trustees who
is exclusively responsible for the assets in question. Income
from each trust may be reinvested in that trust or invested in
other appropriate investments as
9-2
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
determined by any Trustee, co-Trustee, or group of co-Trustees
who is exclusively responsible for the assets in question
pursuant to a Trust Agreement.
9.04. Valuation of Trust Fund
(a) When section applies. The remaining provisions of this section
are effective only to the extent that the matters covered by
those provisions are not otherwise governed in an applicable
Trust Agreement.
(b) Conclusive. The valuation of any Trust Fund's Plan assets
determined according to this Plan is binding on each Employer,
the Participants, and all other persons interested in the Plan
and any Trust.
(c) General Amounts. As of each Valuation Date, before any
adjustments according to subsection (e), the Administrator must
cause the Trustees and co-Trustees to determine the General
Amounts' net worth (at the current fair-market value of the
assets) with adjustments according to the terms of the Trust
Agreements, and report that value to the Primary Employer's
Designee and the Administrator in writing.
(d) Segregated Amounts. As of each Valuation Date, before any
adjustments according to subsection (e), the Administrator must
cause the Trustees and co-Trustees to value (at the current
fair-market value of the assets) each identifiable subfund or
account that is a Segregated Amount and report the values to the
Primary Employer's Designee and the Administrator in writing.
(e) Adjustments. As of each Valuation Date, each Suspense Account
and each Participant's Account must be adjusted to reflect the
Account's allocable share of investment gains and losses from
the Trust Fund, distributions or transfers from the Account, and
additions to the Account since the last Valuation Date.
9-3
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
(1) General expenses. If Plan expenses are deducted from the
Trust Fund, then expenses that are not identifiably
attributable to a specific investment medium or Segregated
Amount must be deducted from all Accounts, pro rata
according to the value of the Accounts otherwise
determined on the Valuation Date immediately after or
coinciding with the deduction of the expenses (this means,
for example, that amounts distributed or transferred from
Accounts since the last Valuation Date will not bear any
part of the expenses, but amounts added to Accounts since
the last Valuation Date will bear part of the expenses).
(2) Specific investment and Segregated Amount expenses. Plan
expenses that are deducted from the Trust Fund and that
are identifiably attributable to any specific investment
medium or Segregated Amount must be deducted from the
Accounts invested in that investment medium or Segregated
Amount, as applicable, pro rata according to the portion
of the value of each Account invested in that investment
medium or that Segregated Amount, as applicable, otherwise
determined on the Valuation Date immediately after or
coinciding with the deduction of expenses.
(3) Special expenses first. Any expense deducted from the
Trust Fund, any special assessment deducted from the Trust
Fund, and any penalty or tax paid from the Trust Fund must
be allocated as just described and charged against the
Accounts, but to the extent that any such charge is caused
by an identifiable transaction or the investment in or
receipt of an identifiable asset, the charge must be borne
by the Accounts in proportion to their participation in
the transaction or asset causing the charge. Such charges
are determined and deducted from each amount invested in a
specified investment medium and each Segregated Amount
before the Trust
9-4
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
Fund's general charges are made against all Accounts for
expenses, assessments, penalties, and taxes.
(4) Contribution allocations. Additions attributable to
Employer contributions are determined and allocated to the
appropriate portions of Participants' Accounts as of each
Valuation Date. As of each Valuation Date, a Participant's
allocations for the period since the last Valuation Date
must be divided into portions based on the applicable
percentages of the Participant's effective investment
elections. A Participant's Accounts' interest in a
specific investment medium or any Segregated Amount also
must reflect a cash balance to the extent that
contributions allocated to that fund have not been
invested. Those amounts may be aggregated and invested by
the Trustees and co-Trustees according to the Trust
Agreements.
(5) Contribution income. As of each Valuation Date, before
crediting any contributions according to paragraph (4) and
before crediting income attributable to a specific
investment medium or Segregated Amount according to
paragraph (6), each Trustee and co-Trustee must apportion
among the Suspense Accounts and the separate Accounts of
all Participants the net income or loss earned, which
specifically means that each Suspense Account is credited
with net earnings as if it were a single Participant's
Account, on contributions held by that Trustee or
co-Trustee pending investment in the specific investment
media or Segregated Amounts. That income or loss must be
adjusted for expenses according to this Plan section and
must be apportioned on the basis of contributions to be
allocated according to paragraph (4) for that allocation
period.
(6) Specific investment and Segregated Amount income. As of
each Valuation Date, before crediting any contributions
according to paragraph (4) but after
9-5
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
crediting contribution income according to paragraph (5),
each Trustee and co-Trustee must apportion among the
Suspense Accounts and the separate Accounts of all
Participants as of the day after the preceding Valuation
Date the net income or loss earned, which specifically
means that each Suspense Account is credited with net
earnings as if it were a single Participant's Account, by
the investment media and Segregated Amounts during the
month. That income or loss must be adjusted for expenses
according to this Plan section and must be apportioned on
the basis of the Account balances of the Participants in
each investment medium and Segregated Amount as of the day
after the preceding Valuation Date.
(f) Participant Contributions. Gains, losses, and charges
attributable to Participant Contributions are determined and
allocated to the appropriate portions of Participants' Accounts
according to the procedure described in subsection (e), except
that all income interests attributable to Participant
Contributions and not directed otherwise by the Primary
Employer's Designee according to this Plan are held in the
Income Suspense Account until the Plan's termination or until a
directed allocation or distribution.
9.05. Directing the Trustee
(a) When section applies. The remaining provisions of this section
are effective only to the extent that the matters covered by
those provisions are not otherwise governed in an applicable
Trust Agreement.
(b) Persons who deal with a Trustee or co-Trustee. Any person
dealing with any Trustee or co-Trustee is not required to
determine whether any sale or purchase by that Trustee or
co-Trustee has been authorized or directed by an Employer or the
Administrator; and each person is fully protected in dealing
with any Trustee or co-Trustee in the same manner as if the
provisions of this section were not a part of this Plan.
9-6
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
(c) Appraisals. Whenever a Trustee or co-Trustee is directed to
purchase or sell assets in the Trust Fund according to the
provisions of the Plan and Trust Agreement, that Trustee or
co-Trustee in its sole discretion is permitted at the expense of
the Primary Employer to obtain an appraisal of the value of the
assets to be purchased or sold; each Trustee or co-Trustee is
fully protected and indemnified by the director whenever
purchasing or selling at the appraised value or in refusing to
purchase or sell at other than the appraised value.
(d) Instructions regarding Employer ERISA Securities. To the extent
required by other provisions of this Plan and each applicable
Trust Agreement, each Trustee and co-Trustee must execute each
Participant's, the Primary Employer's Designee's, and the
Administrator's instructions on all matters involving the
purchase, sale, or voting of Employer ERISA Securities and
involving the exercise of rights and options pertaining to
Employer ERISA Securities.
(e) Compliance with Administrator's and Primary Employer's
Designee's directions. Any Trustee, any co-Trustee, or any other
person is not under a duty to question the directions of the
Administrator or the Primary Employer's Designee or to question
the directions of any other Fiduciary who is authorized in this
Plan or in the applicable Trust Agreement to direct that
Trustee, co-Trustee, or other person, and each Trustee and
co-Trustee must comply as promptly as possible with the
Administrator's, Primary Employer's Designee's, or such other
Fiduciary's directions if those directions are not inconsistent
with the terms of the applicable Trust Agreement.
(f) Trustee's inability or unwillingness to comply with directions.
If a Trustee or co-Trustee receives instructions or directions
from the Administrator or the Primary Employer's Designee or
receives directions from another Fiduciary who is authorized in
the applicable Trust Agreement to direct that Trustee or
co-Trustee, and if that Trustee or co-Trustee is unable or
unwilling to comply with those directions, that Trustee or
co-Trustee may resign by giving written notice to
9-7
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
the Primary Employer's Designee within a reasonable time after
the receipt of such instructions or directions; and, despite any
other provisions in the Trust Agreements, in that event, that
Trustee or co-Trustee has no liability to any person for failing
to comply with those instructions or directions.
9.06. Voting of Shares
(a) When section applies. The remaining provisions of this section
are effective only to the extent that the matters covered by
those provisions are not otherwise governed in an applicable
Trust Agreement.
(b) Trustee's exercise of rights regarding Employer Securities. The
provisions of this subsection are subject to the provisions in
the remaining subsections of this Plan section. The provisions
of this subsection apply to all of the Trust Fund's Employer
Securities. Employer Securities held in the Trust Fund may be
voted by any Trustee or co-Trustee only according to the written
instructions of the Participant for whose Account those assets
are held. Shares unallocated as of any voting record date or
shares as to which the Trustee receives no written instructions
must be voted in accordance with the written instructions of the
Primary Employer's Designee, acting as co-Trustee. Options and
other rights (for example, tender rights) inuring to the benefit
of Employer Securities allocated to a Participant's Account may
be exercised by any Trustee or co-Trustee only according to the
written instruction of the Participant for whose Account those
assets are held. Options and similar rights (for example, tender
rights) inuring to the benefit of unallocated shares or assets
must be exercised by a Trustee or a co-Trustee according to the
written instructions of the Primary Employer's Designee, acting
as co-Trustee. Participant directions under this section may be
itemized or a general (blanket) direction or authorization.
(c) Taxation. If the exercise of an option or other right not
involving an investment decision would result in current
9-8
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
income taxation to the Participant, that option or right may be
exercised by each affected Trustee or co-Trustee only upon the
written instruction of the Primary Employer's Designee, acting
as a co-Trustee and, despite this Plan section's other
provisions--unless those provisions must be honored to allow
this Plan to continue as intended according to the Plan
subsection entitled "Qualification intended" (see Plan section
3.02(b))--not upon the Participant's instruction. The Primary
Employer's Designee's directions under this subsection may be
itemized or a general (blanket) authorization.
(d) Information to Participants. Whenever a Participant's right to
direct voting or a similar right (such as a tender right) is at
hand, the Primary Employer's Designee and the Administrator must
see that the Participants receive all notices, prospectuses,
financial statements, proxies, and proxy solicitation materials
relating to Employer Securities.
9-9
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
ARTICLE 10
ADMINISTRATION
10.01. Named Fiduciaries, Allocation of Responsibility
(a) Suspension Periods. This Plan article 10 reserves to the Primary
Employer and Primary Employer's Designee certain discretionary
authority and powers; all Primary Employer and Primary
Employer's Designee powers, however, are exercised by other
Fiduciaries according to this Plan during a Suspension Period. A
reference to the Primary Employer or to the Primary Employer's
Designee or a reference to acts of the Primary Employer's
Designee in this Plan article 10 in the context of a power is,
during any Suspension Period, a reference to the Fiduciary
authorized to exercise that power.
(b) Named Fiduciaries. This Plan's Named Fiduciaries are the Primary
Employer, each Sponsor, each Trustee and co-Trustee, and the
Administrator. Each Named Fiduciary is severally liable for its
responsibilities according to the terms of this Plan.
(c) Multiple-person Fiduciaries. A Fiduciary may be made up of more
than one person (as defined in ERISA section 3(9) and for this
Plan, a person includes an individual, a partnership, a joint
venture, a corporation, a mutual company, a joint-stock company,
an unincorporated organization, an association, or an employee
organization). Whenever there is a Trustee, a multiple-person
Trustee is made up of co-Trustees. A multiple-person
Administrator is made up of Administrator-members. Any other
multiple-person Fiduciary is made up of Fiduciary-members
(general references to multiple-person Fiduciaries include a
multiple-person Administrator). In describing notices,
responsibilities, liability limitations, and the like, this
Plan's references to a Trustee extend to each co-Trustee, its
references to an Administrator extend to the constituent
Administrator-members, and its references to any
10-1
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
other Fiduciary extend to the constituent Fiduciary-members. Any
Fiduciary may require the Primary Employer's Designee to certify
in writing to it the names of those persons who constitute a
multiple-person Fiduciary. A Fiduciary may rely on such a
certification it receives and may assume that those persons
continue to constitute that Fiduciary until a new certificate is
received.
(d) Primary Employer. Except as provided in this Plan article, only
the Primary Employer's Designee may name the Administrator and
any Trustees or co-Trustees. Except as provided in this Plan
article, only the Primary Employer's Designee may name or
designate other Fiduciaries. Only the Primary Employer's
Designee may select the Insurer or Insurers to provide Plan
Contracts.
(e) Sponsor. Except as provided in this Plan article, only a
Sponsor's Designee may initiate actions or prevent actions that
relate to that Sponsor's interest in the Plan or to matters
peculiar to that Sponsor.
(f) Trustee. Whenever there is a Trustee, except as provided in any
Trust Agreements, each Trustee or co-Trustee has exclusive
responsibility for the control and management of the portion of
the Trust Fund placed in that Trustee's or co-Trustee's custody.
If an Investment Manager is appointed according to a Trust
Agreement, the Trustee or each co-Trustee for that Trust
Agreement is released from any obligation or liability for the
management, investment, or control of the assets for which the
appointment is made.
(g) Administrator. The Administrator has only the responsibilities
described in this Plan and the responsibilities delegated by the
Primary Employer's Designee and accepted by the Administrator.
Except to the extent provided in this Plan, the Administrator
has no responsibility for the control or management of any Trust
Fund assets or Plan Contracts.
10-2
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
(h) Lack of designation. Except as provided in this article and in
Plan article 8, all responsibilities not specifically delegated
to another Named Fiduciary remain with the Primary Employer,
including the Primary Employer's Designee's actions designating
all additional Fiduciaries not named in this Plan.
Responsibility for funding is determined according to Plan
article 3. Except as provided in this article and in Plan
article 8, the Primary Employer's Designee has the power to
delegate Fiduciary responsibilities not specifically delegated
by the terms of this Plan. A delegation may be made to any
individual or entity. Except as provided in this article and in
Plan article 8, each person to whom Fiduciary responsibility is
delegated serves at the Primary Employer's pleasure and for the
compensation determined in advance by the Primary Employer and
that person, except as prohibited by law. A person to whom
Fiduciary responsibility is delegated may resign after thirty
days' notice in writing delivered to the Primary Employer's
Designee. Except as provided in this article and in Plan article
8, the Primary Employer's Designee may make additional
delegations, including delegations occasioned by resignation,
death, or other cause, and including delegations to successor
Administrators or members of the Administrator and additional or
successor Trustees or co-Trustees.
(i) Allocation of responsibility. This Plan allocates to each Named
Fiduciary the individual responsibilities assigned, and each
Trust Agreement must do likewise. Responsibilities are not
shared by Named Fiduciaries unless the sharing is provided
specifically in this Plan or a Trust Agreement.
(j) Separate liability. Whenever one Named Fiduciary is required by
the Plan or a Trust Agreement to follow the directions of
another Named Fiduciary, the two have not been assigned to share
the responsibility. The Named Fiduciary giving directions bears
the sole responsibility for those directions, and the
responsibility of the Named Fiduciary receiving those directions
is to follow those directions as long as on their face the
directions are not improper under applicable law.
10-3
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
10.02. Administrator Appointment, Removal, Successors, Except
During a Suspension Period
(a) Application of section. The remaining provisions of this Plan
section 10.02 are effective during any period that is not a
Suspension Period.
(b) Administrator appointment. The Primary Employer's Designee may
name the Administrator to administer the Plan. There may be one
or more individuals or entities acting as the Administrator
under this Plan, as the Primary Employer's Designee determines.
If there is no Administrator, the Primary Employer's Designee is
the Administrator until a different Administrator is named and
accepts its responsibilities under this Plan. According to the
same procedures that apply to the appointment of a successor
member, additional individuals and entities may be appointed to
become members of the Administrator.
(c) Administrator resignation, removal. If the Administrator is not
made up of more than one person, that Administrator may resign
on thirty days' notice in writing to the Primary Employer's
Designee. If the Administrator is made up of more than one
person, any of those persons may resign on thirty days' notice
in writing to the Primary Employer's Designee. The Primary
Employer's Designee may remove the Administrator or any
Administrator-member by thirty days' written notice to the
Administrator or to the Administrator-member in question. The
Primary Employer's Designee and the Administrator or a
Administrator-member may agree to a shorter notice period for
resignation or removal.
(d) Successor Administrator appointment. If the Administrator
resigns or is removed or otherwise ceases to serve, or if all of
the persons who make up the Administrator resign or are removed
or otherwise cease to serve, the Primary Employer's Designee may
appoint a successor Administrator. A successor Administrator
appointed according to this subsection has the same
qualifications as the original Administrator.
10-4
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
(e) Successor Administrator-member appointment. If an
Administrator-member resigns or is removed or otherwise ceases
to serve, the Primary Employer's Designee may appoint a
successor member. An additional Administrator-member or
successor Administrator-member has the same qualifications as
the original Administrator-members.
(f) Qualification. Each successor Administrator, each person who is
a successor to an Administrator-member, and each additional
Administrator-member may qualify after his appointment by
executing, acknowledging, and delivering acceptance to the
Primary Employer's Designee in a form satisfactory to the
Primary Employer's Designee; each successor without further act,
deed, or conveyance is vested with all the estate, rights,
powers, discretion, duties, and obligations of his predecessor,
and each additional person is similarly vested, just as if
originally named as the Administrator or as an
Administrator-member in this Plan.
10.03. Administrator Appointment, Removal, Successors During a
Suspension Period
(a) Application of section. The remaining provisions of this Plan
section 10.03 are effective only during a Suspension Period.
(b) Suspension of Primary Employer's and Primary Employer's
Designee's powers. During a Suspension Period, the administrator
of the Crestar Financial Corporation Permanent Executive Benefit
Plan (or its successor plan or even the same plan under a
different name) is the Administrator. Neither the Primary
Employer nor the Primary Employer's Designee may appoint or
remove the Administrator, any successor Administrator, any
Administrator-member, or any successor or additional
Administrator-member.
10.04. Operation of Administrator
(a) Records, rules, and guidelines. The Administrator must keep
a record of all of its proceedings and acts and all other data
10-5
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
related to its responsibilities under this Plan. The
Administrator may adopt or amend rules and guidelines (the
Administrator's Rules) that the Administrator considers
desirable to govern the Administrator and successor
Administrators. Administrator's Rules adopted or amended must be
communicated to the Primary Employer's Designee, and the Primary
Employer's Designee may amend or eliminate any Administrator's
Rule for any reason.
(b) Multiple-person Administrator's acts and decisions. A
multiple-person Administrator's acts and decisions must be made
by a majority vote if the number of persons who constitute the
Administrator is three or more; otherwise, such acts and
decisions must be by unanimous vote. A meeting of all members of
a multiple-person Administrator need not be called or held to
make decisions or take any action. Decisions may be made or
action taken by written documents signed by the required number
of members. If the Administrator-members are deadlocked, subject
to the provisions of this article and Plan article 8, the
Primary Employer's Designee must make the determination, and
that determination is binding on all persons. An
Administrator-member is not disqualified from exercising the
powers conferred in this Plan merely because he is a Participant
or a Participant's Beneficiary.
(c) Delegations by a multiple-person Administrator. The
Administrator-members may delegate to one or more of their
number authority to sign documents on behalf of the
Administrator or to perform ministerial acts, but no member to
whom that authority is delegated may perform an act involving
the exercise of discretion without first obtaining the
concurrence of the required number of other members, even though
the one alone may sign a document required by third parties.
Without any designation from the other members, one
Administrator-member may execute instruments or documents on
behalf of the Administrator until the other members object in
writing and file that objection with the Primary Employer's
Designee.
10-6
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
10.05. Other Fiduciary Appointment, Removal, Successors, Except
During a Suspension Period
(a) Application of section. The remaining provisions of this Plan
section 10.05 are effective during any period that is not a
Suspension Period.
(b) Other Fiduciaries generally. This Plan section's references to a
Fiduciary are superseded by other Plan provisions referring to a
specific Fiduciary such as the Administrator. Each provision in
this Plan section is effective as to the appointment, removal,
or resignation of a Fiduciary only to the extent that the
appointment, removal, or resignation of that Fiduciary is not
governed by another Plan provision. Each provision in this
section is effective as to any other matter covered in this Plan
section only to the extent that the other matter is not governed
by another Plan provision.
(c) Appointment. Except as provided for Fiduciary sub-delegations in
Plan section 10.16(c), the Primary Employer's Designee and only
the Primary Employer's Designee may name additional Fiduciaries
and define their responsibilities. There may be one or more
individuals or entities acting as a single Fiduciary under this
Plan, as the Primary Employer's Designee determines. According
to the same procedures that apply to the appointment of a
successor member, additional individuals and entities may be
appointed to become members of a multiple-person Fiduciary
appointed according to this section.
(d) Resignation, removal. If a Fiduciary is not a multiple-person
Fiduciary, that Fiduciary may resign on thirty days' notice in
writing to the Primary Employer's Designee. If a Fiduciary is a
multiple-person Fiduciary, any Fiduciary-member may resign on
thirty days' notice in writing to the Primary Employer's
Designee. The Primary Employer's Designee may remove a Fiduciary
or a person who is one of the persons that make up a Fiduciary
by thirty days' written notice to the Fiduciary or to the person
in question. The Primary Employer's Designee
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Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
and a Fiduciary or a Fiduciary-member may agree to a shorter
notice period for resignation or removal.
(e) Successor appointment. If a Fiduciary resigns or is removed or
otherwise ceases to serve, the Primary Employer's Designee may
appoint a successor. If a Fiduciary-member resigns or is removed
or otherwise ceases to serve, the Primary Employer's Designee
may appoint a successor.
(f) Qualification. Each successor Fiduciary and each successor
Fiduciary-member or additional Fiduciary-member appointed
according to this section may qualify after his appointment by
executing, acknowledging, and delivering acceptance to the
Primary Employer's Designee in a form satisfactory to the
Primary Employer's Designee; each successor Fiduciary-member
without further act, deed, or conveyance is vested with all the
estate, rights, powers, discretion, duties, and obligations of
his predecessor, and each additional Fiduciary-member is
similarly vested, just as if originally named as a Fiduciary or
a Fiduciary-member in this Plan.
(g) Related parties. Except as otherwise specifically provided in
this Plan, the Primary Employer, the Primary Employer's
Designee, any Sponsor, any Affiliate of the Primary Employer or
a Sponsor, any Employee, any Participant, any Participant's
Beneficiary, and any committee of the Primary Employer or of any
Affiliate may be appointed as a Fiduciary or as a member of a
Fiduciary under this Plan.
10.06. Other Fiduciary Appointment, Removal, Successors During a
Suspension Period
(a) Application of section. The remaining provisions of this Plan
section 10.06 are effective only during a Suspension Period.
Despite the preceding sentence, the first sentence of subsection
(f) is effective at all times, subject to Plan article 8.
(b) Other Fiduciaries generally. This Plan section's references
to a Fiduciary are superseded by other Plan provisions that are
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<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
effective during a Suspension Period and that refer to a
specific Fiduciary such as the Administrator. Each provision in
this Plan section is effective as to the appointment, removal,
or resignation of a Fiduciary only to the extent that the
appointment, removal, or resignation of that Fiduciary is not
governed by another Plan provision that is effective during a
Suspension Period. Each provision in this Plan section is
effective as to any other matter covered in this Plan section
only to the extent that the other matter is not governed by
another Plan provision that is effective during a Suspension
Period.
(c) General. There may be one or more individuals or entities acting
as a single Fiduciary under this Plan.
(d) Suspension of Sponsor's powers. The Primary Employer, the
Primary Employer's Designee, any Sponsor, an Employer, an ERISA
Affiliate, or a Related Entity may not appoint or remove a
Fiduciary, any Fiduciary-member, any additional
Fiduciary-member, or any successor Fiduciary or
Fiduciary-member.
(e) Removal by Administrator. The Administrator may remove a
Fiduciary or a person who is one of the persons that make up a
Fiduciary by thirty days' written notice to the Fiduciary or to
the person in question.
(f) Removal by other Fiduciary. The remaining provisions of this
subsection are not effective until the Primary Employer's
Designee announces that they are effective. Any Fiduciary may
suggest the removal of another Fiduciary or a member of another
Fiduciary by providing written notice as described in the next
two sentences. In the case of a Fiduciary, the notice must be
provided to that Fiduciary and the Administrator; in the case of
a Fiduciary-member, the notice must be provided to the affected
Fiduciary-member, to all other members of that Fiduciary, and to
the Administrator. The written notice must state that, in the
opinion of the proposing Fiduciary, that other Fiduciary or
Fiduciary-member should not continue to
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<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
serve because of the existence of or the appearance of control
or an interest that is inconsistent with that Fiduciary's or
Fiduciary-member's ability to act for the benefit of the
Participants under the Plan. If the Fiduciary or
Fiduciary-member targeted for removal does not consent to the
proposed removal, then to pursue the removal the proposing
Fiduciary must provide the written notice described in the prior
sentence to one or more other Fiduciaries. The removal is
effective only if at least one other Fiduciary consents to the
proposed removal.
(g) Resignation. If a Fiduciary is not a multiple-person Fiduciary,
that Fiduciary may resign on thirty days' notice in writing to
the Administrator. If a Fiduciary is a multiple-person
Fiduciary, any Fiduciary-member may resign on thirty days'
notice in writing to the Administrator. A Fiduciary or a
Fiduciary-member and the Administrator may agree to a shorter
notice period for resignation.
(h) Successor appointment. If a Fiduciary resigns or is removed or
otherwise ceases to serve, the Administrator may appoint a
successor Fiduciary. If a Fiduciary-member resigns or is removed
or otherwise ceases to serve, that Fiduciary may appoint a
successor Fiduciary-member. A successor Fiduciary or
Fiduciary-member may not be the Primary Employer, the Primary
Employer's Designee, any Sponsor, an Employer, an ERISA
Affiliate, a Related Entity, or an Employee, and each successor
Fiduciary and Fiduciary-member is subject to all of this
section's provisions.
(i) Additional Fiduciaries; continuing service. The Administrator
may appoint additional Fiduciaries and may appoint additional
individuals or entities as members of a multiple-person
Fiduciary. An additional Fiduciary or Fiduciary-member may not
be the Primary Employer, the Primary Employer's Designee, any
Sponsor, an Employer, an ERISA Affiliate, a Related Entity, or
an Employee, and each additional Fiduciary and Fiduciary-member
is subject to all of this section's provisions. Subject to this
section's
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<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
provisions on removal and resignation, each Fiduciary and each
Fiduciary-member continue to serve.
(j) Qualification. Each successor or additional Fiduciary or
Fiduciary-member appointed may qualify by executing,
acknowledging, and delivering acceptance to the Administrator in
a form satisfactory to the Administrator; each successor without
further act, deed, or conveyance is vested with all the estate,
rights, powers, discretion, duties, and obligations of his
predecessor Fiduciary or Fiduciary-member, and each additional
Fiduciary or Fiduciary-member is similarly vested, just as if
originally named as a Fiduciary or a Fiduciary-member in this
Plan.
10.07. Operation of Multiple-person Fiduciaries
(a) Other Fiduciaries generally. This Plan section's references to a
Fiduciary are superseded by other Plan provisions referring to a
specific Fiduciary such as the Administrator.
(b) Suspension Period. During a Suspension Period, the Primary
Employer's and Primary Employer's Designee's powers under this
section are suspended and the Administrator acts in the Primary
Employer's and Primary Employer's Designee's place.
(c) Rules and guidelines. A multiple-person Fiduciary may adopt or
amend rules and guidelines that its members deem desirable to
govern its operations according to this Plan. A Fiduciary's
rules adopted or amended according to this subsection must be
communicated to the Administrator and to the Primary Employer's
Designee and may not cause that Fiduciary to act in any way that
is prohibited by this Plan or cause that Fiduciary to fail to
act in any way that is required by this Plan. Fiduciary rules
and guidelines adopted or amended may be further amended or
eliminated for any reason by the Primary Employer's Designee.
10-11
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
(d) Records. Each multiple-person Fiduciary must keep a record of
all of its proceedings and acts and all other data related to
its responsibilities under this Plan. Each Fiduciary must notify
the Administrator of any of its actions other than routine
actions and must notify any other person when notice to that
other person is required by law.
(e) Multiple-person Fiduciary's acts and decisions. A
multiple-person Fiduciary's acts and decisions must be made by a
majority vote if the number of persons who constitute that
Fiduciary is three or more; otherwise, such acts and decisions
must be by unanimous vote. A meeting of all members of a
multiple-person Fiduciary need not be called or held to make
decisions or take any action. Decisions may be made or action
taken by written documents signed by the required number of
members. If the Fiduciary-members are deadlocked, subject to the
provisions of subsection (b), the Primary Employer's Designee
must make the determination and that determination is binding on
all persons. A Fiduciary-member is not disqualified from
exercising the powers conferred in this Plan merely because he
is a Participant or a Participant's Beneficiary.
(f) Multiple-person Fiduciary's delegation of authority.
Fiduciary-members may delegate to one or more of their number
authority to sign documents on behalf of that Fiduciary or to
perform ministerial acts, but no Fiduciary-member to whom that
authority is delegated may perform an act involving the exercise
of discretion without first obtaining the concurrence of the
required number of other members, even though the one alone may
sign a document required by third parties. Without designation
from the other persons who constitute that Fiduciary, one
Fiduciary-member may execute instruments or documents on behalf
of all members until the other members object in writing and
file that objection with the Primary Employer's Designee.
(g) Ministerial duties. A multiple-person Fiduciary may adopt
by-laws and similar rules consistent with the Plan and its
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<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
purposes. A multiple-person Fiduciary may choose a chairman from
its members and may appoint a secretary to keep such records of
that multiple-person Fiduciary's acts as may be necessary. The
secretary need not be a member of that multiple-person
Fiduciary. The secretary may perform purely ministerial acts
delegated by that multiple-person Fiduciary.
10.08. Administrator's, Plan Committees' Powers and Duties
(a) Plan decisions. The Administrator and, as to responsibilities
assigned according to this Plan to a Plan Committee, that Plan
Committee must administer the Plan by its terms and has all
powers necessary to do so. The Administrator must designate one
of its members or someone else as agent for service of legal
process. The Administrator must interpret the Plan. The duties
of the Administrator include, but are not limited to:
(1) determining the answers to all questions
relating to the Employees' eligibility to
become Participants;
(2) communicating with and directing the Primary Employer's
Designee and any holder of Plan assets (including Insurers
and any Trustee or co-Trustee) on the time, amount,
method, and form of benefits to pay to Participants and
Beneficiaries;
(3) authorizing and directing all Plan asset disbursements;
and
(4) directing the Primary Employer's Designee and any holders
of Plan assets (including Insurers and any Trustees or
co-Trustees), according to the terms of this Plan, to
disburse assets held by them in payment of obligations to
accomplish the purposes of this Plan.
(b) Conclusive determination. Subject to the appeals procedures
in Plan section 6.03, a determination by the Administrator
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<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
and, as to responsibilities assigned according to this Plan to a
Plan Committee, a determination by that Plan Committee made in
good faith is conclusive and binding on all persons. No decision
of the Administrator or of a Plan Committee, however, may take
away any rights specifically given to a Participant by this
Plan.
(c) Participation. If the Administrator or a member of a Plan
Committee is also a Participant, he must abstain from any action
that directly affects him as a Participant in a manner different
from other similarly situated Participants. Except as provided
in Plan article 8, the Plan does not prevent either an
Administrator or a member of a Plan Committee who is also a
Participant or a Beneficiary from receiving any benefit to which
he may be entitled, if the benefit is computed and paid on a
basis that is consistently applied to all other Participants and
Beneficiaries.
(d) Agents and advisors. The Administrator and, as to
responsibilities assigned according to this Plan to a Plan
Committee, that Plan Committee may employ and compensate from
the Employers' funds--the allocation of those expenses among the
Employers is conclusively determined by the Primary Employer's
Designee--or from Plan assets (including Plan Contracts or any
Trust Fund) according to the Plan section entitled "Payment of
Expenses" (see Plan section 10.11) such accountants, counsel,
specialists, and other advisory and clerical persons (to the
extent that clerical and office help are not supplied by an
Employer) as it deems necessary or desirable in connection with
the Plan's administration. The Administrator may designate any
person as its agent for any purpose. The Administrator and, as
to responsibilities assigned according to this Plan to a Plan
Committee, that Plan Committee is entitled to rely conclusively
on any opinions or reports furnished to it by its accountant or
counsel. Except to the extent prohibited by law, the
Administrator and each Plan Committee is fully protected by the
Employers, Employees, and the Participants whenever it takes
action based in good faith on advice from its advisors.
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<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
10.09. Discretion of Administrator, Plan Committees
(a) Exclusive discretion. The Administrator's discretionary power
and, as to responsibilities assigned according to this Plan to a
Plan Committee, that Plan Committee's discretionary power to
perform or consent to any act is exclusive except for acts of
willful misconduct or knowing violations of law.
(b) Waivers. In its administration of the Plan, but only with the
consent of the Primary Employer's Designee, the Administrator
may waive any Plan requirements that might otherwise result in
an individual's disqualification or failure to qualify as a
Participant or a loss or deprivation of Plan benefits to or for
the individual (including the extension of derivative benefits
such as benefits for relatives or dependents of Participants) as
a result of the individual's transfer, such as a transfer
between divisions of an Employer or between Employers (or any
other transfer). With the Primary Employer's Designee's consent
(or with the consent of a person vested with the appropriate
Primary Employer or Primary Employer's Designee power according
to Plan article 8), the Administrator may credit service for an
Employer's predecessor's business as Service for the Employer,
even if that is not required by law. Except as provided in Plan
article 8, the Primary Employer's Designee may direct that
credit. Any individual may apply for relief under this
subsection by following this Plan's procedures for claims and
reviews of claims.
10.10. Records and Reports
(a) Reports. The Employers must supply information to the
Administrator sufficient to enable the Administrator to fulfill
its duties. The Administrator must advise each Trustee or
co-Trustee of information necessary or desirable to that
Trustee's or co-Trustee's administration of the Trust Fund. The
Administrator must advise each Insurer of information necessary
or desirable to that Insurer's administration of Plan Contracts.
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<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
(b) Records. The Administrator must keep books of account, records,
and other data necessary for proper administration of the Plan,
showing the interests of the Participants under the Plan. The
Administrator may appoint a Trustee, co-Trustee, Insurer, or any
other person as agent to keep records, if the Trustee,
co-Trustee, Insurer, or other person accepts the duties.
10.11. Payment of Expenses
Unless otherwise determined by the Primary Employer's Designee or by a
person vested with the necessary Primary Employer or Primary
Employer's Designee power according to Plan article 8, the
Administrator serves and all members of any Plan Committee serve
without compensation. Until the Primary Employer's Designee notifies
the Administrator or the affected Plan Committee to the contrary, all
expenses of the Administrator and each Plan Committee must be paid by
the Employers, with the allocation of those expenses among the
Employers determined conclusively by the Primary Employer's Designee.
Expenses of the Administrator and each Plan Committee include any
expenses incident to the functioning of the Administrator or that Plan
Committee, fees of accountants, counsel, and other similar
specialists, and other costs of administering the Plan. If the
Employers are not responsible for the expenses of the Administrator or
of a specific Plan Committee, the Administrator or that Plan Committee
must direct a holder of Plan assets (a Trustee or co-Trustee first, if
there is one; any other Fiduciary next; and Insurers last) to
distribute payment or reimbursement of reasonable expenses from Plan
assets.
10.12. Notification to Interested Parties
The Administrator must take all reasonable steps to notify all
Interested Parties of the existence and provisions of this Plan, the
Plan Contracts, or any Trust Agreements. When the Plan, a Plan
Contract, or a Trust Agreement is amended in any way affecting
Participant benefits (which does not include amendments relating to
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<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
administrative matters or clerical errors), the Administrator must
notify all affected Interested Parties of the amendments and inform
them of the substance of the amendments.
10.13. Notification of Eligibility
Within a reasonable period before it is necessary to determine
eligibility, each Employer must give the Administrator a list of its
Employees, showing all information necessary to determine current
eligibility.
10.14. Other Notices
At all appropriate times, the Administrator must notify each Employer
and all other appropriate parties that certain actions must be taken
or that payments are due.
10.15. Annual Statement
As and when required by law, the Administrator must give each
Participant a statement showing the status of the Participant's Earned
Benefit as of the close of the preceding Plan Year.
10.16. Limitation of Administrator's and Plan Committees'
Liability
(a) Separate liability. If permissible by law, the Administrator and
each member of each Plan Committee serves without bond. If the
law requires bond, the Administrator must secure the minimum
required (or any greater amount set by the Primary Employer's
Designee) and obtain necessary payments according to Plan
section 10.11. Except as otherwise provided in the Plan, the
Administrator and any member of any Plan Committee is not liable
for another Administrator's or member's act or omission or for
another Fiduciary's act or omission. To the extent allowed by
law and except as otherwise provided in the Plan, the
Administrator and any member of any Plan Committee is not liable
for any action or omission that is not the result of the
Administrator's or member's own negligence or bad faith.
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<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
(b) Indemnification. As permitted by law, and as limited by any
written agreement between the Primary Employer and the
Administrator or between the Primary Employer and the Plan
Committee or member in question, the Employers must indemnify
and save the Administrator and each member of each Plan
Committee harmless against expenses, claims, and liability
arising out of being the Administrator or a member of that Plan
Committee, except expenses, claims, and liability arising out of
the individual's own neglience or bad faith. The Primary
Employer's Designee may obtain insurance against acts or
omissions of the Administrator and the members of each Plan
Committee. If the Primary Employer's Designee fails to obtain
insurance to indemnify, the Administrator or a member of any
Plan Committee may obtain insurance and must be reimbursed
according to Plan section 10.11 and as permitted by law. Except
during periods in which its power is suspended or terminated
according to Plan article 8, at its own expense, the Primary
Employer's Designee may employ the Primary Employer's own
counsel to defend or maintain, either in the Primary Employer's
own name or in the name of the Administrator, any Plan
Committee, or any of its members, any suit or litigation arising
under this Plan concerning the Administrator, that Plan
Committee, or any of its members. The indemnification provided
in this Plan subsection must be coordinated by the Primary
Employer's Designee. The Primary Employer's Designee must
allocate expenses to Employers under this subsection. The
Primary Employer's Designee's allocation is conclusive.
(c) Fiduciaries. The Administrator may name and, as to
responsibilities assigned according to this Plan to a Plan
Committee, that Plan Committee may name any other person as a
Fiduciary in the process of delegating any responsibility and
power of the Administrator or of that Plan Committee, and by
naming that person, the Administrator or that Plan Committee
limits its own duties and responsibilities to the extent
specified in that delegation.
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<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
10.17. Errors and Omissions
Individuals and entities charged with the administration of the Plan
must see that it is administered in accordance with its terms as long
as it is not in conflict with ERISA. If an innocent error or omission
is discovered in the Plan's operation or administration, and if the
Administrator determines that it would cost more to correct the error
than is warranted, and if the Administrator determines that the error
did not cause a penalty or excise-tax problem, then the Administrator
may authorize any equitable adjustment it deems necessary or desirable
to correct the error or omission, including but not limited to the
authorization of additional Employer contributions designed, in a
manner consistent with the goodwill intended to be engendered by the
Plan, to put Participants in the same relative position they would
have enjoyed if there had been no error or omission. Any contribution
made pursuant to this section is an additional discretionary
contribution.
10.18. Communication of Directions from Participants
All Participant rights contained in the Plan, any Plan Contract, or
any Trust Agreement to direct any action may be exercised only by
directions communicated to the Administrator. The Administrator must
communicate those directions to the appropriate Insurers, Trustees,
co-Trustees, or any other appropriate persons. All Participant
directions communicated by the Administrator are deemed by the
recipient to be true and accurate, and each recipient of directions is
entitled to rely conclusively upon the directions.
10-19
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
ARTICLE 11
DEFINITIONS
11.01. Account means an individual's interest other than an Earned Benefit
(except for Suspense Accounts, including any Employer-identified
Suspense Accounts, Excess-addition Suspense Accounts, and Income
Suspense Accounts) under this Plan, determined in each case
according to the appropriate plan's provisions. For this Plan,
Account means an individual's interest, other than an Earned
Benefit, under this Plan according to this Plan's provisions. A
Participant's Account in this Plan is his funded interest under
this Plan but not including any Plan Liability Account.
(a) A Participant may have several identified accounts in this Plan.
When Account is used without modification, it means the sum of
all of the Participant's identified funded accounts but not
including any Plan Liability Account.
(b) Account refers to the value of the Trust Fund or Contracts set
aside for and allocated to a Participant or to assets
specifically allocated as assets (such as Employer Stock, if
shares are allocated to individual accounts) in the Trust Fund
set aside for and allocated to a Participant.
See also After-tax Savings Account, Employee Contribution Account,
Employer Contribution Account, Employer-designated Suspense Account,
Excess-addition Suspense Account, Income Suspense Account,
Supplemental Account, Suspense Account, and Transfer Account.
Accounts are explained further in the Plan section entitled "Accounts"
(see Plan section 4.05), and allocations to Accounts are generally
covered in Plan article 4.
11.02. Accrual Computation Period refers to a computation period used in a
Defined Contribution Plan to determine eligibility for allocations
from contributions. This Plan's Accrual Computation Period is the
11-1
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
Plan Year and any shorter period used by the Administrator according
to any exhibits and the Plan article 4 subsection entitled "Program of
Allocations" (see Plan section 4.06(b)).
11.03. Accrued Benefit
(a) Accrued Benefit is defined in ERISA section 3(23) and refers to
the accumulated entitlement attributable to an individual's
participation in a Pension Plan that is a Qualified Plan or a
Nonqualified Pension Plan, without regard to whether that
interest is Forfeitable or Nonforfeitable.
(b) For an Employer-maintained Nonqualified Pension Plan or Pension
Plan that is a Qualified Plan and has only individual accounts
and no other benefit, Accrued Benefit means an individual's
funded Account balance according to that plan but excluding any
balances attributable to accounts like this Plan's Plan
Liability Accounts.
(c) For an Employer-maintained Defined Contribution Plan, Accrued
Benefit means an individual's funded Account balance, which
does not include any part of a Plan Liability Account; however,
this Plan uses the term "Account" more often to refer to the
Plan's benefits exclusive of its Earned Benefits; and
occasionally, Accrued Benefit is used to mean a Participant's
total benefit (Plan Contract ownership leading to death benefit
plus potential other benefits) as if Account balances +
Earned Benefits = Accrued Benefit.
(d) Accrued Benefit, for any Employer-maintained Defined Benefit
Plan, means an individual's right to a benefit that is
determined under that plan and, except as provided in ERISA
section 04(c)(3), that is expressed as an annual benefit
beginning at normal retirement age.
11-2
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
11.04. Acquiring Person means any Person who satisfies the requirements of
either subsection (a) or (b) of this section.
(a) A Person, considered alone or together with all Control
Affiliates and Associates of that Person, becomes directly or
indirectly the beneficial owner of Securities representing at
least thirty percent of the Sponsor's then outstanding
Securities entitled to vote generally in the election of the
Board.
(b) A Person enters into an agreement that would result in that
Person satisfying the conditions in subsection (a) or that would
result in an Employer's failure to be an Affiliate.
11.05. Active Participant means a Participant who is a Covered Employee. An
Active Participant is not automatically entitled to allocations from
all contributions or according to all Plan exhibits mentioned in the
Plan article subsection entitled "Program of Allocations" (see Plan
section 5.06(b)).
11.06. Adjusted Severance from Service Date is determined according to
Treasury Regulation section 1.410(a)-7T.
11.07. Administrator means a single person (an individual or an entity) or a
Plan Committee that is a Named Fiduciary appointed according to Plan
article 10 to be the Plan's person described in ERISA section (16).
11.08. Administrator's Rules means any interpretations or operating
guidelines, regulations, or rules established by or for the
Administrator for operating the Plan, as authorized by the Plan's
provisions.
11.09. Affiliate means, as to an Employer,
(a) a member of a controlled group of corporations as defined in
Code section 1563(a), determined without regard to Code sections
1563(a)(4) and 1563(e)(3)(C), of which that Employer is a member
according to Code section 414(b);
11-3
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
(b) a trade or business (whether or not incorporated) that is under
common control with that Employer as determined according to
Code section 414(c); or
(c) a member of an affiliated service group of which that Employer
is a member according to Code section 414(m).
See also: Control Affiliate and ERISA Affiliate, which is defined
according to ERISA section 407(d)(7).
11.10. Affiliate-maintained means, as to an Affiliate, the same thing that
Employer-maintained means as to an Employer.
11.11. After-tax Savings Account refers to a Participant's Account to which
assets attributable to his Mandatory Contributions--other than
Mandatory Contributions to maintain Earned Benefits, as required by
the Plan--and his Voluntary Contributions are allocated.
11.12. Age means how old a person was on his immediate past (most recent)
birthday.
11.13. Agreement refers to any agreement between a Participant and an
Employer, to the extent that the agreement relates to this Plan;
Agreement should not be confused with Trust Agreement.
11.14. Allocation Period refers to the time after a Plan contribution occurs
and before a distribution of Plan benefits occurs. Except during a
Suspension Period, each Allocation Period may be but moments, long
enough to create Account balances and reduce Plan Liability Accounts.
11.15. Alternate Payee means a Participant's Spouse, former Spouse, child, or
other dependent who is recognized by a Domestic Relations Order as
having a right to receive all or a portion of the benefits payable
under the Plan with respect to that Participant.
11.16. Annual Addition means any allocation to a Participant's Account. No
Annual Addition is permissible or is credited to an individual's
Accrued Benefit for any Plan Year if, when added to his other
11-4
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
permissible Annual Additions, the total would exceed his Maximum
Annual Addition allowance for the Plan Year. Any amount that cannot be
credited to an individual's Accrued Benefit according to the Plan
subsections entitled "General limits" and "Maximum Annual Addition
limitations" (see Plan sections 4.04(a) and (e)) is not an Annual
Addition for the Plan Year but is an Excess Annual Addition.
11.17. Assignment or Alienation include arrangements described in subsections
(a) and (b) and specifically exclude arrangements described in
subsections (c) through (g).
(a) An arrangement providing for the payment to an Employer of Plan
benefits that otherwise would be due the Participant under this
Plan is an Assignment or Alienation.
(b) A direct or indirect arrangement (whether revocable or
irrevocable) in which someone acquires from a Participant or
Beneficiary a right or interest enforceable against the Plan in
or to all or any part of a Plan benefit payment that is or may
become payable to the Participant or Beneficiary is an
Assignment or Alienation.
(c) An arrangement for withholding federal, state, or local tax from
Plan benefit payments is not an Assignment or Alienation.
(d) An arrangement for the recovery by the Plan of benefit
overpayments previously made to a Participant or Beneficiary is
not an Assignment or Alienation.
(e) An arrangement for the transfer of benefit rights from the Plan
to another Pension Plan is not an Assignment or Alienation.
(f) An arrangement for the direct deposit of benefit payments to an
account in a bank, savings and loan association, or credit union
is not an Assignment or Alienation, but only if that arrangement
is not part of one that would otherwise constitute an Assignment
or Alienation (for example, an allowable
11-5
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
arrangement could provide for the direct deposit of a
Participant's benefit payments to a bank account held by the
Participant and the Participant's spouse as joint tenants).
(g) An arrangement that is pursuant to a Qualified Domestic
Relations Order is not an Assignment or Alienation.
(h) An arrangement by which a Participant or Beneficiary directs the
Plan to pay all or part of a Plan benefit payment to a third
party, including an Employer, is not an Assignment or Alienation
if
(1) the arrangement is revocable at any time by the
Participant or Beneficiary; and
(2) the third party files a written acknowledgement of the
arrangement with the Administrator. To be satisfactory, a
written acknowledgement must state that the third party
has no enforceable right in or to any Plan benefit payment
or part of a Plan benefit payment (except to the extent of
payments already received according to the terms of the
arrangement). A blanket written acknowledgement for all
Participants and Beneficiaries who are covered under the
arrangement with the third party is sufficient. The
written acknowledgement must be filed with the
Administrator no later than ninety days after the
arrangement is entered into or by any later date permitted
by Treasury regulations.
11.18. Associate, with respect to any Person, is defined in Rule 12b-2 of the
General Rules and Regulations under the Securities Exchange Act of
1934, as amended as of January 1, 1990, which reads as follows:
The term Associate used to indicate a relationship with any
person, means (1) any corporation or organization of which such
person is an officer or partner or is, directly or indirectly,
the beneficial owner of ten percent or more of any class of
equity
11-6
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
securities, (2) any trust or other estate in which such person
has a substantial beneficial interest or as to which such person
serves as trustee or in a similar fiduciary capacity, and (3)
any relative or spouse of such person, or any relative of such
spouse, who has the same home as such person or who is a
director or officer of such person or any of its parents or
subsidiaries.
For purposes of this Plan, Associate does not include the Primary
Employer or a Majority-owned Subsidiary of the Primary Employer.
11.19. Basic Contribution means the Employer contribution described in the
Plan section entitled "Basic Contribution" (see Plan section 3.05).
11.20. Beneficiary or Beneficiaries is defined in ERISA section 3(8). That
source indicates that Beneficiary or Beneficiaries mean one or more
individuals or other entities so designated by a Participant according
to the Plan subsection entitled "Beneficiary designation" (see Plan
section 7.02(b)) or, if there is no effective designation, then as
enumerated in that Plan subsection.
11.21. Beneficiary-owner means a Beneficiary to whom an ownership interest in
a Plan Contract issued on the life of a Participant has been
transferred.
11.22. Board or Board of Directors, without modification, means the Primary
Employer's board of directors or governing body and, with
modification, means the board of directors or governing body of the
entity referred to.
11.23. Break in Service is a Vesting Period of Severance. An Employee has a
one-year Break in Service if, after crediting Service for Maternity or
Paternity Leaves of Absence, he has twelve consecutive months in a
Break in Service.
11.24. Code means the Internal Revenue Code of 1986, including its
predecessor versions and its subsequent versions, as currently amended
for the applicable time.
11-7
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
11.25. Compensation, for any individual, means the annual base salary
received from the Employer on whose payroll the individual currently
is enrolled.
11.26. Continuing Directors means those members of the Board who satisfy the
requirements of either subsection (a), subsection (b), or subsection
(c) of this section.
(a) The individual was a Board member before an event defined as a
First-tier Trigger Event or before an event defined as a
Second-tier Trigger Event that was not preceded (in the same
Suspension Period) by a First-tier Trigger Event.
(b) The individual was a Board member at the end of a Suspension
Period that started with a First-tier Trigger Event or that
started with a Second-tier Trigger Event that was not preceded
(in the same Suspension Period) by a First-tier Trigger Event.
(c) The individual was nominated for election or elected by a
two-thirds majority vote of Board members who satisfy the
requirements of subsection (a) or (b) of this section.
A Board member may not satisfy the requirements of this section if
that member was nominated for election or elected by Board members who
are elected by or recommended for election by an Acquiring Person.
11.27. Contract means a life insurance policy issued by an Insurer on the
life of a Covered Employee (including a Plan Contract). A Contract
is a Plan Contract if it is one of the divided-ownership Contracts
described in the definition "Plan Contract." The Plan's interest
in a Contract (including a Plan Contract) is a Plan asset until the
Plan's interest in that Contract is transferred or distributed to a
Participant-owner or Beneficiary-owner to satisfy some or all of an
Earned Benefit (a death benefit or another type of benefit); upon
that distribution, the Contract is no longer a Plan asset. If
there is any conflict between provisions of this Plan and the terms
of the Contract
11-8
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
issued according to this Plan, the provisions of the Contract relating
to the treatment of the Contract itself and its distributions must
control.
11.28. Control, Controlling, and all variants (including under common Control
with) are defined in Rule 12b-2 of the General Rules and Regulations
under the Securities Exchange Act of 1934, as amended as of January 1,
1990, which reads as follows:
The term Control (including the terms controlling, controlled
by, and under common control with) means the possession, direct
or indirect, of the power to direct or cause the direction of
the management and policies of a person, whether through the
ownership of voting securities, by contract, or otherwise.
11.29. Control Affiliate, with respect to any Person, means an affiliate as
defined in Rule 12b-2 of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended as of January 1, 1990,
which reads as follows:
An affiliate of, or a person affiliated with, a specified
person, is a person that directly, or indirectly through one or
more intermediaries, controls, or is controlled by, or is under
common control with, the person specified.
11.30. Covered Employee means an Employer's Employee who is eligible to
participate in the Management Incentive Compensation Plan of
Crestar Financial Corporation or who has been designated (by name
or by description, and the description can identify a group) by the
Primary Employer's Designee as a Covered Employee, who has not
Separated from Service since becoming a Covered Employee, and who
has not had his designation as a Covered Employee revoked by the
Primary Employer's Designee.
11.31. Credited Service means Hours of Service accumulated for a Computation
Period; otherwise, it means Service generally.
11-9
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
11.32. Current Earned Benefit means a currently enjoyed Earned Benefit
described in the Plan section entitled "Benefits Provided" (see
Plan section 4.01) or in a lettered Plan exhibit, such as a
death-benefit promise that would pay benefits if the individual in
question were to die immediately. A Current Earned Benefit might
expire after a certain term, such as a Current Earned Benefit of
yearly renewable term insurance. A Current Earned Benefit may be
Nonforfeitable or Forfeitable as described in the Plan article
entitled "Vesting" (see Plan article 5).
See also Nonforfeitable and Forfeitable.
11.33. Defined Benefit Plan or DBP means a plan defined in ERISA section
3(35).
11.34. Defined Contribution Plan or DCP means a plan defined in ERISA section
3(34).
11.35. Disabled, Disability means entitled to receive benefits on account of
disability under the Crestar Financial Corporation Long Term
Disability Benefits Plan or the Crestar Financial Corporation
Executive Welfare Plan.
11.36. Domestic Relations Order is defined in ERISA section 206(d)(3)(B)(i).
11.37. Earliest Retirement Age, for purposes of Qualified Domestic Relations
Orders is defined in ERISA section 206(d)(3)(E)(ii).
11.38. Early Retirement under this Plan means Separation from Service after
attainment of Age fifty-five and before attainment of Normal
Retirement Age.
11.39. Earned Benefit is not defined in ERISA but refers to the accumulated
entitlement attributable to an individual's participation in this
Plan's welfare benefits, without regard to whether that interest is
Forfeitable or Nonforfeitable.
11-10
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
11.40. Earnings, for any individual for any relevant period, means the
largest amount that the individual may consider as taxable income from
the Employers in return for his services.
11.41. Effective Date is January 1, 1991. The Effective Date refers to the
date of origin of the Plan as memorialized in this document and is the
date on which this document's provisions are effective.
11.42. Eligibility Service Year means a Year of Service credited for the
Participant's Computation Periods defined in Labor Regulation section
2530.202-2(a) and (b)(2).
11.43. Eligible Employee, no earlier than the Effective Date, means a
Covered Employee on whose life a Contract has been issued and made
effective by an Insurer and who has satisfied the conditions of
eligibility and may therefore accrue benefits (even in the form of
Plan Liability Accounts that might be satisfied later by
contributions) according to one of this Plan's lettered exhibits
describing a category of Plan benefits. An Employee's status as an
Eligible Employee applies separately to each benefit category
described in one of this Plan's lettered exhibits. Even when an
Employee becomes a Participant for purposes of one such category of
benefits, he is not automatically an Eligible Employee as to all
such benefit categories, and he must satisfy each exhibit's
requirements separately.
11.44. Employee is an individual who renders personal services to or
through an Employer or an Affiliate and who is subject to the
control of an Employer or an Affiliate. An individual who is in an
employer-employee relationship with an Employer or an Affiliate as
determined for Federal Insurance Contribution Act purposes and
Federal Employment Tax purposes, including Code section 3401(c),
automatically satisfies the preceding sentence's requirements for
determinations of whether that individual renders personal services
and is subject to the control of an Employer or an Affiliate.
11.45. Employee Contribution means a Participant's Mandatory Contributions
or Voluntary Contributions.
11-11
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
11.46. Employee Contribution Account, as to any Participant, means the
value of the Plan assets, including assets of the Trust Fund,
attributable to Participant contributions that are set aside for
and allocated to that Participant. The amount does not include
earnings on the contributions until those Earnings are allocated to
that Account according to this Plan, but it does include interests
in Contracts (but not Plan Contracts) or other assets procured from
those contributions and held for the benefit of that Participant
(see After-tax Savings Account).
11.47. Employer means the Primary Employer and the other entities identified
in the Plan section entitled "Primary Employer and Other Employers"
(see Plan section 1.07); any successor by merger, purchase, or
otherwise that maintains the Plan; or any predecessor that has
maintained the Plan. Service to an unincorporated business or practice
to which an Employer has become successor will be considered to be
Service for that Employer.
11.48. Employer Contribution Account means a Participant's Supplemental
Account, his Named Accounts, and the portion of his Transfer
Account attributable to Employer contributions. Employer
Contribution Account includes either the assets derived from the
Employer contributions or the value of the assets derived from the
Employer contributions, derived from Forfeitures and their
earnings, and interests in Contracts or other assets procured from
those contributions and earnings held for the benefit of the
Participants.
11.49. Employer-designated Suspense Account means a Suspense Account governed
by Plan section 4.10.
11.50. Employer-maintained refers to each employee-benefit plan directly or
indirectly established according to law or continued by an Employer.
11.51. Entry Date generally means the date that an Eligible Employee begins
participation under the Plan. A Participant's Entry Date is the date
set for that individual according to Plan article 2 or by the Primary
Employer's Designee.
11-12
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
11.52. ERISA means the Employee Retirement Income Security Act of 1974,
excluding its title II, as currently amended for the applicable time.
11.53. ERISA Affiliate means an affiliate as defined in ERISA section
407(d)(7). ERISA section 407(d)(7) states that a corporation is an
affiliate of an Employer if it is a member of any controlled group
of corporations (as defined in Code section 1563(a), except that
"applicable percentage" is substituted for "eighty percent"
whenever the latter percentage appears in Code section 1563(a)) of
which that Employer is a member. For purposes of the preceding
sentence, the term "applicable percentage" means fifty percent or
such lower percentage as the Secretary of Labor may prescribe by
regulation. ERISA section 407(d)(7) also provides that a person
other than a corporation is treated as an Employer's affiliate to
the extent provided in regulations of the Secretary of Labor of the
United States, and it provides that an Employer that is not a
corporation is treated as having affiliates to the extent provided
in such regulations. The definition of ERISA Affiliate in this
section is adjusted as appropriate to be consistent with any
regulations that are promulgated.
11.54. Excess-addition Suspense Account means an Account required according
to Plan section 4.04 to hold amounts that may not be allocated to
Participants' Accounts without exceeding this Plan's limitations on
Annual Additions.
11.55. Excess Annual Additions are amounts that ordinarily would be allocated
to Participants' Accounts but cannot be allocated as Annual Additions
in the Plan for a Plan Year. Excess Annual Additions are governed by
the Plan subsection entitled "The Excess-addition Suspense Account"
(see Plan section 4.04(h)).
11.56. Fiduciary is defined in ERISA section 3(21) and means a person
(defined in ERISA section 3(9) to include an individual, partnership,
joint venture, corporation, mutual company, joint-stock company,
trust, estate, unincorporated organization, association, or employee
11-13
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
organization) described in any of this section's subsections, but only
to the extent that the subsection is true as to that person.
(a) The person exercises any discretionary authority or
discretionary control respecting management of this Plan or
exercises any authority or control respecting management or
disposition of Plan assets.
(b) The person renders investment advice for a fee or other
compensation, direct or indirect, for any moneys or other
property of this Plan or the Trust Fund, or has any authority or
responsibility to do so.
(c) The person has discretionary authority or discretionary
responsibility in the administration of this Plan.
(d) The person accepts the designation from any Named Fiduciary
authorized to designate persons other than Named Fiduciaries to
carry out fiduciary responsibilities according to this Plan.
As provided in ERISA sections 3(21) and 404(c)(1), Fiduciary does not
include a Participant or a Beneficiary with respect to his directions
according to this Plan or a Trust Agreement when he exercises control
over the assets in his Account; nor does it include an investment
company registered under the Investment Company Act of 1940 or the
investment advisor of the investment company merely because assets of
the Trust Fund are invested in securities issued by the investment
company.
11.57. First-tier Trigger Event
(a) First-tier Trigger Event means an event described in this Plan's
exhibit entitled "First-tier Trigger Events"; that exhibit may
be amended by the Primary Employer without amending this Plan,
except during a Suspension Period. Until the exhibit entitled
"First-tier Trigger Events" exists, subsection (b) of this Plan
section is deemed to be that exhibit.
11-14
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
(b) A First-tier Trigger Event occurs if the Primary Employer's
Board meets (whether at a regularly scheduled meeting or a
special meeting) to consider a proposal for a transaction that,
if consummated, would constitute a Second-tier Trigger Event.
11.58. Fiscal Year means the Trust's tax year for federal income tax
purposes.
11.59. Forfeitable means the portion of an Account or Earned Benefit that
may be reduced, cancelled, or otherwise eliminated as described in
the Plan article entitled "Vesting" (see Plan article 5). A
Forfeitable Account or Earned Benefit may be cancelled in whole or
in part by the Primary Employer's Designee at any time. The
expiration of a Forfeitable Earned Benefit may be accelerated by
the Primary Employer's Designee at any time. The amount of any
benefit payment for a Forfeitable Earned Benefit may be reduced by
the Primary Employer's Designee at any time.
11.60. Forfeiture, Forfeit, and all variants refer to an individual's
Forfeitable Earned Benefit which is reduced, cancelled, or otherwise
eliminated.
11.61. Fund and Trust Fund all refer to Plan Assets according to the Plan
section entitled "Trust Fund; General Amounts; Segregated Amounts"
(see Plan section 9.03).
11.62. General Amounts means the Trust Fund excluding Segregated Amounts
according to the Plan section entitled "Trust Fund; General Amounts;
Segregated Amounts" (see Plan section 9.03).
11.63. Hour of Service means each hour for which an Employee is paid or is
entitled to payment for the performance of duties for an Employer or
an Affiliate, as provided in Labor Regulation section 2530.200b-2.
11.64. Income Suspense Account means a Suspense Account governed by Plan
section 4.11.
11-15
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
11.65. Insurer means a licensed insurance company qualified according to
ERISA section 403(b)(1) that has issued, or may issue, a Contract to
the Trustee or a Contract that is a Plan Asset according to the terms
of this Plan.
11.66. Interested Person or Interested Party means each Employer, the
Administrator, each Participant, and each Beneficiary of a deceased
Participant.
11.67. Introduction means the part of this document with that heading
immediately preceding Plan article 1. The Introduction is a
substantive part of the Plan.
11.68. Investment Manager is defined in ERISA section 3(38). An
Investment Manager is a Fiduciary (other than a Trustee or Named
Fiduciary)
(a) who has the power to manage, acquire, or dispose of any Plan
asset;
(b) who either
(1) is registered as an investment adviser under the
Investment Advisers Act of 1940,
(2) is a bank under the Investment Advisers Act of 1940, or
(3) is an insurance company qualified to perform services
described in subsection (a) under the laws of more than
one state (defined to include the District of Columbia);
and
(c) has acknowledged in writing that he is a Fiduciary as to the
Plan.
11.69. Involuntary Cash-Out means a distribution without the Participant's
consent of a Participant's entire Nonforfeitable Account balance after
11-16
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
the Participant has Separated from Service with the Employers and
terminated participation in the Plan.
11.70. Leave of Absence means an individual's non-working period (but without
Separation from Service) granted by an Employer for reasons relating
to
(a) accident, sickness, or disability for which no benefits are
being paid under this Plan (including Maternity or Paternity
Leaves of Absence);
(b) job-connected education or training; or
(c) government service, including jury duty, whether elective or by
appointment.
In authorizing Leaves of Absence for sickness, disability, maternity,
education, or other purposes, an Employer must adopt a policy to be
uniformly applied to all individuals, treating all individuals under
similar circumstances in a similar manner.
Any individual who leaves the employment of an Employer to enter the
service of the United States of America during a period of national
emergency or at any time through the operation of a compulsory
military service law is deemed to be on Leave of Absence during the
period of service and during any period after discharge from service
in which re-employment rights are guaranteed by law.
11.71. Majority-owned Subsidiary is defined in Rule 12b-2 of the General
Rules and Regulations under the Securities Exchange Act of 1934, as
amended as of January 1, 1990, which reads as follows:
The term Majority-owned Subsidiary means a subsidiary more than
fifty percent of whose outstanding securities representing the
right, other than as affected by events of default, to vote for
the election of directors, is owned by the subsidiary's parent
and/or one or more of the parent's other Majority-owned
Subsidiaries.
11-17
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
11.72. Mandatory Contribution means a Participants', Participant-owner's,
or Beneficiary-owner's contribution that is required as a condition
of obtaining benefits (or additional benefits) under this Plan.
All Account balances vest (become Nonforfeitable) based on Vesting
Credits that only accompany Mandatory Contributions. The Plan's
Earned Benefit that is divided ownership in a Plan Contract also is
based upon Mandatory Contributions in the sense that the
Participant loses the divided ownership benefit if he fails to pay
a premium.
11.73. Maternity or Paternity Leave of Absence means an absence from work
for any period
(a) by reason of the pregnancy of the individual,
(b) by reason of the birth of a child of the individual,
(c) by reason of the placement of a child with the individual in
connection with the adoption of such child by such individual,
or
(d) for purposes of caring for such child for a period beginning
immediately following such birth or placement.
11.74. Maximum Annual Addition for any individual, means this Plan's
limitation on Annual Additions for that individual (see Plan section
4.04). The Maximum Annual Addition limitation is intended to avoid
premature taxation of Participants.
11.75. Minimum Death Benefit, as to any Plan Contract, means the minimum
amount of the death benefit payable upon the death of the
Participant covered by that Plan Contract. A Participant-owner or
a Beneficiary-owner may elect, according to the Administrator's
Rules, a Minimum Death Benefit that is a multiple of the
Participant's Compensation permitted by the Administrator. Until
the Administrator announces otherwise, the Minimum Death Benefit
permitted is between one and five times the Participant's
Compensation. The Minimum Death Benefit elected as to each Plan
Contract is listed in a schedule to this Plan.
11-18
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
11.76. Named Account means an Employer Contribution Account identified in
Plan section 4.05(b) but not otherwise identified in these
definitions, created according to Plan article 3 and Plan article 4 to
provide special Accrued Benefits, the nature of which benefits will
usually be reflected in the Administrator's identification of the
Account.
11.77. Named Fiduciary is defined in ERISA section 402(a)(2) and, as to this
Plan, means the Primary Employer, any Sponsor, any other Employer, and
the Administrator, as well as a Fiduciary who, according to the
provisions of this Plan, is identified as a Named Fiduciary by the
Primary Employer.
11.78. Nonforfeitable is defined in ERISA section 3(19) for Pension Plans and
has a similar definition for purposes of this Plan. Nonforfeitable
means a claim obtained by an individual to part or all of an Account
or Earned Benefit arising under this Plan if the claim is legally
enforceable against this Plan or any Insurer and cannot be reduced,
cancelled, or eliminated by acceleration of its expiration date.
11.79. Normal Retirement Age means a Participant's sixty-fifth birthday.
11.80. Normal Retirement Date for any Pension Plan, means the normal
retirement age under that Pension Plan or, if later, the earliest date
under that Pension Plan on which an individual participating in that
Pension Plan may begin to receive the benefit required by law to be
Nonforfeitable as of his normal retirement age.
11.81. Parent is defined in Rule 12b-2 of the General Rules and Regulations
under the Securities Exchange Act of 1934, as amended as of January 1,
1990, which reads as follows:
A Parent of a specified person is an affiliate controlling such
person directly, or indirectly through one or more
intermediaries.
11-19
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
11.82. Participant means any Employee or former Employee who has begun
participation in this Plan according to Plan article 2 and whose
Accrued Benefits have not been Forfeited or fully satisfied through
distributions.
11.83. Participant-owner means a Participant who has an ownership interest in
a Plan Contract.
11.84. Party in Interest is defined in ERISA section 3(14) and means
(a) any Fiduciary (including, but not limited to, any administrator,
officer, trustee or co-trustee, or custodian), counsel, or
employee of this Plan;
(b) a person providing services to this Plan;
(c) an Employer;
(d) an employee organization any of whose members are covered by the
Plan;
(e) an owner, direct or indirect, of fifty percent or more of
(1) the combined voting power of all classes of stock entitled
to vote or the total value of shares of all classes of
stock of a corporation,
(2) the capital interest or the profits interest of a
partnership, or
(3) the beneficial interest of a trust or unincorporated
enterprise,
which is an Employer or an employee organization described in
subsection (d) under this Plan;
(f) a spouse, ancestor, lineal descendant, or spouse of a lineal
descendant of any individual described in subsections (a), (b),
(c), or (e);
11-20
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
(g) a corporation, partnership, trust, or estate of which (or in
which) fifty percent or more of
(1) the combined voting power of all classes of stock entitled
to vote or the total value of shares of all classes of
stock of such a corporation,
(2) the capital interest or the profits interest of such a
partnership, or
(3) the beneficial interest of such a trust or estate,
is owned, directly or indirectly, or is held by persons described
in subsections (a), (b), (c), (d), or (e);
(h) an employee, officer, director (or an individual having powers
or responsibilities similar to those of officers or directors),
or a ten-percent or more shareholder (directly or indirectly) of
this Plan or of a person described in subsections (b), (c), (d),
(e), or (g); or
(i) a ten-percent or more (directly or indirectly in capital or
profits) partner or joint venturer of a person described in
subsections (b), (c), (d), (e), or (g).
11.85. Pension Plan is defined in ERISA section 3(2) and, except as
provided in ERISA section 3(2)(B), means any plan, fund, or program
ever established or maintained by an employer or by an employee
organization, or by both, to the extent that by its express terms
or as a result of surrounding circumstances that plan, fund, or
program--regardless of the method of calculating the contributions
made to the plan, the method of calculating the benefits under the
plan, or the method of distributing benefits from the plan--provides
retirement income to employees or results in a deferral of income
by employees for periods extending to the termination of employment
or beyond.
11-21
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
11.86. Person means any human being, firm, corporation, partnership, or other
entity. Person also includes any human being, firm, corporation,
partnership, or other entity as defined in sections 13(d)(3) and
14(d)(2) of the Securities Exchange Act of 1934, as amended as of
January 1, 1990, which read as follows:
When two or more persons act as a partnership, limited
partnership, syndicate, or other group for the purpose of
acquiring, holding, or disposing of securities of an issuer,
such syndicate or group shall be deemed a Person for purposes of
this subsection.
For purposes of this Plan, Person does not include the Primary
Employer or any wholly-owned Subsidiary of the Primary Employer, and
Person does not include any employee-benefit plan maintained by the
Primary Employer or by any wholly-owned Subsidiary of the Primary
Employer, and any person or entity organized, appointed, or
established by the Primary Employer or by any Subsidiary for or
pursuant to the terms of any such employee-benefit plan, unless the
Board determines that such an employee-benefit plan or such person or
entity is a Person.
11.87. Plan means this Crestar Financial Corporation Executive Life
Insurance Plan described in this document and its appendixes and
exhibits. The Plan includes each Plan Contract and each Trust
Agreement; but for ease of reference, Plan generally refers to this
Plan document (and appendixes and exhibits), and Plan Contract
refers to the Plan Contracts operating in conjunction with this
Plan, as defined in this Plan. Trust Agreement also is defined in
this article.
11.88. Plan Committee means any multiple-person Fiduciary appointed by the
Sponsor or another Fiduciary according to the terms of this Plan.
11.89. Plan Contract means a Contract used in the Plan's divided-ownership
arrangement to provide death benefits on a Participant's life and to
11-22
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
accumulate additional value that can be used (after accumulation) to
pay or otherwise finance premiums necessary to preserve the death
benefit.
11.90. Plan Liability Account means a bookkeeping record that is never part
of a Participant's Accrued Benefit but that is used to show a
Participant's potential allocations for some purposes under this Plan.
11.91. Plan Year, for this Plan, means the twelve-month period beginning with
December 31 through December 30. For any other Plan, it means the
twelve-month period on which its records are kept, as defined in ERISA
section 3(39).
11.92. Predecessor Plan means a Primary Employer-maintained,
Employer-maintained, or Affiliate-maintained Welfare Plan from which
liabilities for benefit promises have been transferred to this Plan.
11.93. Primary Employer means Crestar Financial Corporation.
11.94. Primary Employer-maintained refers to each Welfare Plan directly or
indirectly established according to law or continued by the Primary
Employer. It includes all such Welfare Plans, whether or not the plans
have been terminated.
11.95. Primary Employer's Designee means the Primary Employer's Compensation
and Benefits Manager or such other Primary Employer officer as the
Primary Employer may designate.
11.96. Profit, for purposes of this Plan, means the Employers' total net
income from all preceding years and for the tax year for which the
determination is being made, determined by each Employer on the
basis of its books of account and in accordance with its standard
and customary accounting practices but before deduction of taxes
based on income and without reduction for any special non-recurring
item such as an extraordinary loss from the sale or other
disposition of any asset or reserve, and without reduction for
contributions to this Plan or any other Pension Plan or other plan
or method of providing deferred or year-end compensation for the
period for which the determination is being made.
11-23
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
11.97. Profit-sharing Plan, according to Treasury Regulation section
1.401-1(b)(ii), means a Pension Plan that is established and
maintained by an employer to provide for the participation in its
profits by its employees or their beneficiaries. According to Code
section 401(a)(27), however, the question of whether a plan is a
Profit-sharing Plan is determined without regard to the employer's
current or accumulated profits and without regard to whether the
employer is a tax-exempt organization. This Plan is a
Profit-sharing Plan that is not a Qualified Plan; it is a
nonqualified Pension Plan (i.e., a Pension Plan that does not meet
the Code's rules for Qualified Plans) that is a Profit-sharing Plan.
11.98. Program of Allocations means the formula for allocations announced by
the Sponsor according to Plan section 4.06.
11.99. Qualified Domestic Relations Order is defined in ERISA section
206(d)(3)(B)(i).
11.100. Qualified Plan or Qualified Trust refer to a plan or a trust
maintained as part of a plan, in compliance with Code part I,
subchapter D, chapter 1, subtitle A.
11.101. Recoverable Costs, as to any Plan Contract, are the Employer costs
associated with that Plan Contract and the Plan for which the Employer
has a right to be repaid by realizing on a portion of the Plan
Contract's cash value and a portion of the Plan Contract's death
benefit. The Recoverable Costs are equal to the sum of:
(a) the Employer's premium payments;
(b) interest paid by the Employer on Plan Contract loans (or an
allowance for that interest or cost set in advance by the
Primary Employer's Designee as an exhibit to this Plan);
(c) reasonable administrative expenses paid by the Employer; and
(d) the Employer's cost of its funds used to pay premiums, interest,
and administrative expenses, calculated at 12 percent
11-24
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
(or an allowance for that interest or cost set in advance by the
Primary Employer's Designee as an exhibit to this Plan).
In some circumstances, Recoverable Costs is a smaller amount because
fewer of the expense items are included in the calculation (see this
Plan's exhibit entitled "Recoverable Costs" (if one exists) annexed as
part of this Plan).
11.102. Related Entity means an Affiliate or a corporation that would be an
Affiliate if the phrase "at least eighty percent" in Code section
1563(a) read "more than fifty percent" or an unincorporated trade or
business that would be an Affiliate if Code section 414(c) were
construed using the standard of "more than fifty percent" instead of
"at least eighty percent."
11.103. Related Entity-maintained means, as to a Related Entity, the same
thing that Employer-maintained means to an Employer.
11.104. Relative is defined in ERISA section 3(15) and means an individual's
spouse, ancestor, lineal descendant, or spouse of a lineal descendant.
11.105. Restoration Event means an event described in Plan section 8.08(g),
which ends the Suspension Period.
11.106. Retire, Retires and all variants mean that a Participant Separates
from Service after becoming eligible to begin receiving a benefit
under a defined benefit plan of the Primary Employer or an Employer.
11.107. Retirement means the act of Retiring or refers to periods after a
person Retires.
11.108. Second-tier Trigger Event
(a) Second-tier Trigger Event means an event described in this
Plan's exhibit entitled "Second-tier Trigger Events"; that
exhibit may be amended by the Primary Employer without amending
this Plan, except during a Suspension Period. Until
11-25
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
the exhibit entitled "Second-tier Trigger Events" exists,
subsection (b) of this Plan section is deemed to be that
exhibit.
(b) A Second-tier Trigger Event occurs if any of the circumstances
described in any paragraphs of this subsection occurs.
(1) the Primary Employer enters into any agreement with a
Person that involves the transfer of ownership of the
Primary Employer or of all or at least fifty percent of
the Primary Employer's total assets on a consolidated
basis, as reported in the Primary Employer's consolidated
financial statements filed with the Securities and
Exchange Commission (including an agreement for the
acquisition of the Primary Employer by merger,
consolidation, or statutory share exchange--regardless of
whether the Primary Employer is intended to be the
surviving or resulting entity after the merger,
consolidation, or statutory share exchange--or for the
sale of substantially all of the Primary Employer's assets
to that Person), and
(A) the agreement does not include provisions requiring
that the Person must maintain the Crestar Financial
Corporation Executive Life Insurance Plan and its
benefits according to the Crestar Financial
Corporation Executive Life Insurance Plan's terms on
the date that the agreement is entered into; or
(B) the agreement does not include provisions
requiring that the Person must establish or
maintain a Welfare Plan that covers all Crestar
Financial Corporation Executive Life Insurance
Plan participants on the date that the agreement
is entered into and that provides benefits that
are at least equal to the Crestar Financial
Corporation Executive Life Insurance Plan's
benefits according to the Crestar Financial
Corporation Executive Life Insurance Plan's
11-26
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
terms on the date that the agreement is entered into,
as determined by an independent expert applying a
standard derived from ERISA section 208; or
(C) the agreement satisfies the requirements of
paragraph (A) or (B), but does not also provide that
those provisions survive the consummation of any
transaction (including a merger, consolidation,
statutory share exchange, or sale transaction) so
that any participant may enforce those provisions
against the Person; or
(D) the agreement satisfies the requirements of
paragraphs (A) or (B) and (C), but, in fact, the
Person does not maintain the Crestar Financial
Corporation Executive Life Insurance Plan or the
Person does not establish or maintain a Welfare
Plan that covers all Crestar Financial
Corporation Executive Life Insurance Plan
Participants on the date that the agreement is
entered into and that provides benefits that are
at least equal to the Crestar Financial
Corporation Executive Life Insurance Plan's
benefits according to the Crestar Financial
Corporation Executive Life Insurance Plan's terms
on the date that the agreement is entered into
and as determined by an independent expert
applying a standard derived from ERISA section
208.
(2) Any Person is or becomes an Acquiring Person described in
Plan section 11.04(a).
(3) During any period of two consecutive calendar years, the
Continuing Directors cease for any reason to constitute a
majority of the Board.
11-27
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
For purposes of this subsection, a Second-tier Trigger Event
occurs on the closing date of an agreement described in
paragraph (1)(A), (1)(B), or (1)(C) or on the date of breach of
an agreement, as described in paragraph (1)(D); on the date of
public disclosure that a Person has become an Acquiring Person,
as described in paragraph (2); or on the date that the
Continuing Directors cease to constitute a majority of the
Board, as described in paragraph (3).
11.109. Segregated Amounts means Trust Fund assets or Plan assets that are
otherwise required by this Plan or a Trust Agreement to be credited
with investment gains and losses separately from the remaining
assets in the Trust Fund according to the Plan section entitled
"Trust Fund; General Amounts; Segregated Amounts" and the Plan
subsection entitled "Segregated Amounts" (see Plan sections 9.03
and 9.04(d)). A Segregated Amount is not the same as an Account or
an Investment Fund; a Segregated Amount may be one or more named
accounts, or it may merely be a part of the Trust Fund identified
for special treatment.
11.110. Separation, Separation from Service, and all variants mean the
cessation of the employer-employee relationship as that
relationship is defined for Federal Insurance Contribution Act
(FICA) determinations on whether compensation is wages.
Specifically, the relationship of employer-employee ceases when it
no longer exists for federal employment tax purposes or when it no
longer satisfies those applicable Employment Tax regulations,
including section 31.3401(c)-1 of the Employment Tax regulations.
An individual Separates from Service when he dies, Retires, quits,
leaves on account of Disability, or is discharged.
11.111. Service means employment by an Employer unless otherwise
specified. For purposes of vesting as specified in this Plan,
however, a Participant does not receive additional Vesting Credits
for periods in which he is on a Leave of Absence (including
Maternity or Paternity Leaves of Absence) or is otherwise not
currently on active employment with an Employer. An Employee on
Leave of Absence for sickness or disability or other purposes
authorized by an Employer does not lose his status if he was an
Active Participant, and
11-28
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
an Employee on Leave of Absence on the last day of the applicable
computation period is deemed to be in the employ of his Employer.
11.112. Severance from Service Date is defined in Treasury Regulation section
1.410(a)-7(b)(2) as modified by Treasury Regulation section
1.410(a)-7T.
11.113. Sponsor means any Employer designated as a Sponsor in this Plan's
schedules and exhibits.
11.114. Sponsor-maintained refers to each Welfare Plan directly or indirectly
established according to law or continued by the Sponsor. It includes
all relevant Welfare Plans whether or not the plans have been
terminated.
11.115. Spouse means the individual legally married to a Participant
(according to the laws of the individual's domicile), but that
individual is not a Spouse after the marriage to the Participant is
legally ended.
11.116. Subsidiary is defined in Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended as
of January 1, 1990, which reads as follows:
A Subsidiary of a specified person is an affiliate controlled by
such person directly, or indirectly through one or more
intermediaries.
11.117. Supplemental Account, for any Participant, means the portion of his
Employer Contribution Account mentioned in Plan section 4.05(e) and
designed to provide benefits that supplement other benefits under
Employer-maintained Pension Plans.
11.118. Surviving Spouse means a Participant's Spouse at the time of that
Participant's death.
11.119. Suspense Account means an Employer-designated Suspense Account or an
Income Suspense Account unless it is an Excess-addition Suspense
Account required by the Plan section entitled "The Excess-
11-29
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
addition Suspense Account" (see Plan section 4.04(h)) to hold Excess
Annual Additions.
11.120. Suspension Period means the time after one Trigger Event and before
the effects of all Trigger Events have been nullified by Restoration
Events.
11.121. Transfer Account means, for any Participant, the portion of his
Employer Contribution Account attributable to Transfer
Contributions.
11.122. Transfer Contribution means an Employer Contribution described in the
Plan subsection entitled "Transfers" (see Plan section 3.06).
11.123. Trigger Event means a First-tier Trigger Event or a Second-tier
Trigger Event.
11.124. Trust, Trust Fund, and Fund, for purposes of this Plan, refer to
any trust fund established for this Plan and governed by the Trust
Agreements executed to be used with this Plan according to the Plan
section entitled "Plan Contracts, Trust Agreements" (see Plan
section 9.02). For some purposes, reference is made to General
Amounts and to Segregated Amounts, which are two components
totaling the Trust Fund. These two components are more
specifically described in this Plan section's subsections.
Although Trust refers to the relationship (between a Trustee and
the Trust Fund) governed by the Trust Agreements, the context may
indicate that the term is being used to mean the Trust Fund.
(a) Some assets are treated unlike other amounts in the Trust Fund
because their gains and losses are allocated to Accounts that
hold those assets, and such segregated assets are referred to as
Segregated Amounts.
(b) The term General Amounts means the entire Trust Fund reduced by
the Segregated Amounts. All segregated assets must be in one or
more trusts established exclusively for segregated assets, all
of which will be part of the Trust Fund, but may be referred to
as Segregated Amounts.
11-30
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
11.125. Trust Agreement means any agreement executed by a Trustee or
co-Trustee and the Sponsor to be used by this Plan as a funding
vehicle (to hold Plan Assets), including amendments adopted according
to its terms and the provisions of this Plan.
11.126. Trustee, for purposes of the Plan, means one or more individuals or
entities so designated in a Trust Agreement. Trustee also means
successors designated according to a Trust Agreement. A co-Trustee is
one of a multiple-entity Trustee under a Trust Agreement.
11.127. Valuation Date, for this Plan, means the last day of each Plan Year
and any other date determined by the Administrator.
11.128. Vesting Break means a Vesting Period of Severance that lasts at least
one year (twelve consecutive months).
11.129. Vesting Computation Period means a twelve-consecutive-month period
used to measure Vesting Credits, Vesting Periods of Severance for
purposes of Nonforfeitability of benefits from Employer
contributions, completion of a Year of Service for vesting after a
Vesting Break, and Vesting Credits before Vesting Breaks that
include twelve-consecutive-month periods for purposes of vesting.
An Employee's first Vesting Computation Period is the
twelve-consecutive-month period beginning on the day he first
receives credit for an Hour of Service for the performance of
duties. After a Vesting Break of twelve consecutive months in a
Vesting Computation Period, an Employee's first Vesting Computation
Period is the twelve-consecutive-month period beginning on the
Employee's next date on which he first receives credit for an Hour
of Service for the performance of duties. Each other Vesting
Computation Period is the twelve-consecutive-month period that
begins when the one before it ends.
11.130. Vesting Credit is credit earned by an Employee in order to accumulate
a Nonforfeitable interest in his Account. Subject to the exceptions in
the Plan subsection entitled "Exceptions" (see Plan section 5.03(b)),
a Participant receives one Vesting Credit for each
11-31
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
Vesting Computation Period after he attains Age eighteen and during
which he is credited with a twelve-consecutive-month Vesting Period of
Service.
11.131. Vesting Hold-out Year may apply according to Code section
411(a)(6)(B) and also to Treasury Regulation section
1.410(a)-7(d)(5) for purposes of determining an individual's vested
interest (Nonforfeitable Account) under the Plan attributable to
Employer contributions only to an individual who has incurred a
Vesting Break or a Vesting Period of Severance of at least one year
(twelve consecutive months). If a Vesting Hold-out Year applies to
an individual, his Periods of Service completed before his most
recent Vesting Break or a Vesting Period of Severance that lasts at
least one year (twelve consecutive months) are not required to be
taken into account to determine his vesting until he has completed
a Vesting Period of Service of at least one year after his return
to Service.
11.132. Vesting Period of Service is defined in Treasury Regulation section
1.410(a)-7(b)(6) as modified by Treasury Regulation section
1.410(a)-7T.
11.133. Vesting Period of Severance is used according to Treasury Regulation
section 1.410(a)-7(d)(4) to determine an individual's vested interest
(Nonforfeitable Account) under the Plan attributable to Employer
contributions.
11.134. Vesting Rule of Parity applies only to an individual who has no
Nonforfeitable interest under the Plan attributable to Employer
contributions and who has incurred a Vesting Period of Severance
that includes five years (sixty consecutive months). An individual
to whom the Vesting Rule of Parity applies loses credit for all of
his Service that would have been used to determine his vesting
(Nonforfeitability of his Account) under this Plan if his Vesting
Period of Severance includes consecutive years that equal or exceed
the number of years to his credit from Vesting Periods of Service,
whether or not consecutive, completed before his Vesting Period of
Severance. In determining whether the Vesting Rule of Parity
11-32
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
applies, an individual's Vesting Period of Service for eligibility
does not include any Service lost by an earlier application of the
Vesting Rule of Parity.
11.135. Vesting Service Spanning Rule means the provisions in Treasury
Regulation section 1.410(a)-7(d)(1)(iii) as modified by Treasury
Regulation section 1.410(a)-7T.
11.136. Voluntary Cash-Out means a distribution after a Participant's
Separation from Service and termination of participation in the Plan
of all of a Participant's Nonforfeitable Account, as requested by the
Participant or his Beneficiary (if the Participant is not alive).
11.137. Voluntary Contribution means any after-tax Participant contribution
that is not a Mandatory Contribution.
11.138. Welfare Plan, Welfare Benefit Plan is defined in ERISA section
3(1). Therefore, Welfare Benefit Plan means any plan, fund, or
program that was or is established or maintained by an employer or
by an employee organization, or by both, to the extent that such
plan, fund, or program was established or is maintained for the
purpose of providing any of the benefits described in this Plan's
sections and subsections for its participants or their
beneficiaries through the purchase of insurance or otherwise.
After such a determination, Welfare Plan does not include any plan,
fund, or program that only provides benefits determined by a court
of competent jurisdiction to be deferred compensation, and does not
include any portion of any plan, fund, or program that provides
benefits determined by a court of competent jurisdiction to be
deferred compensation, in both cases, even if such benefits are
designated as welfare benefits by the document governing that plan,
fund, or program.
(a) Medical, surgical, or hospital care or benefits; or benefits in
the event of sickness, accident, disability, death, or
unemployment; or vacation benefits, apprenticeship or other
training programs; or day care centers, scholarship funds, or
prepaid legal services.
11-33
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
(b) Any benefit described in section 302(c) of the Labor Management
Relations Act of 1947 (other than pensions on retirement or
death, and insurance to provide those pensions).
11.139. Year of Service means a computation period for which an Employee is
credited with twelve-consecutive-months of Service, but a Year of
Service does not include Service with an Employer before any
termination of employment that occurred before January 1, 1976, and
does not include Service excluded under the Vesting Rule of Parity.
11-34
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
SCHEDULE I
Agreement between Crestar Financial Corporation and
____________________________________, Owner
Schedule of Insurance on the Life of
____________________________, Employee
======================================================================
Insurer Policy Number Issue Date Minimum Death
Benefit
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
======================================================================
Schedule I-1
<PAGE>
=======================================================
- Default provision in plan
- If exhibit does not provide otherwise, then
ownership is split along lines of what pay for
=======================================================
- Assignment in article 6
Assignment of reversionary interest in Contract
=======================================================
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1990
SCHEDULE I
<PAGE>
3.08. Division of Cost of Plan Contracts
(a) General. Unless otherwise provided in a lettered exhibit to
the Plan, the cost of each premium under each Plan Contract
must be paid in part by the Employer and in part by the
Participant-owner of Beneficiary-owner of the Contract. The
division of the cost of each Plan Contract premium is
designed so that the Employer pays for its rights to the Plan
Contract's death benefit and the Employer's portion of the
Plan Contract's cash value and the Participant-owner of
Beneficiary-owner pays for its rights in the Plan Contract's
death benefit and the Participant-owner's or
Beneficiary-owner's portion of the Plan Contract's cash value.
(b) Participant-owner's or Beneficiary-owner's cost. The
Participant-owner's or Beneficiary-owner's part of the Plan
Contract's annual premium is calculated so that the Participant
will not have additional taxable income on account of his
participation in the Plan. Therefore, the Participant-owner's or
Beneficiary-owner's part of the premium has two components.
(1) The first component of the Participant-owner's or
Beneficiary-owner's part of the premium pays for the
Participant's current insurance protection under the Plan
Contract. For each year, this amount equals the Insurer's
rate for renewable term insurance equal to the portion of
the Plan Contract's death benefit to which the
Participant's Beneficiary or Beneficiaries are entitled
for that year. For tax purposes, this amount is defined as
the part of each premium equal to the proportionate part
of the Participant's economic benefit for that year
according to Revenue Ruling 55-747, Revenue Ruling 64-328,
Revenue Ruling 66-110, and Revenue Ruling 67-154.
(2) The second component of the Participant-owner's or
Beneficiary-owner's part of the premium pays for the
Participant-owner's or Beneficiary-owner's portion of the
Plan Contract's cash value. For each year, this amount is
calculated so that the total of all such payments plus all
Plan Contract dividends attributable to those payments
will equal the Participant-owner's or Beneficiary-owner's
portion of the Plan Contracts's net cash value when the
Employer releases its rights in the Plan Contract to the
Participant-owner or Beneficiary-owner under the Plan.
(c) Employer's cost. The Employer pays the balance of all premium
payments due.
4.01 (b) Division of Ownership Interest in Plan Contracts. The
Participant-owner or Beneficiary-owner of a Plan Contract
retains all rights in and to the Plan Contract that are not
otherwise granted to the Employer in this Plan subsection or
in a lettered exhibit to the Plan. Except as otherwise
provided in the Plan and this Plan subsection, the Employer
must not have and may not exercise any right in or to a Plan
Contract that in any way could endanger, defeat, or impair
any of the rights of the Participant-owner or
Beneficiary-owner of the Plan Contract. Because of the
Employer's premium payments under the Plan sections entitled
"Basic Contribution" (see Plan section 3.05), "Transfers"
(see Plan section 3.06), and "Additional Contribution" (see
Plan section 3.07), the Employer has certain rights in the
Plan Contract. Unless otherwise provided, the Employer's
interest in and to the Plan Contract is specifically limited
to rights in and to a portion of the Plan Contract's cash
value and a portion of the Plan Contract's death benefit
determined according to this Plan subsection's paragraphs.
(1) Surrender or cancellation of Plan Contract. The Employer
has the sole right to surrender or cancel the Plan
Contract on any date that is thirty-one days after giving
notice in writing to the Participant-owner or
Beneficiary-owner. If the Plan Contract is surrendered or
canceled, the Employer is entitled to receive its
cumulative Recoverable Costs less any indebtedness against
the Plan Contract. The Employer may immediately assign to
any person or entity, including a trust, its right to
recover in the future its cumulative Recoverable Costs
less any indebtedness against the Plan Contract or its
portion of the cash surrender value. The Participant-owner
or Beneficiary-owner's portion of the Plan Contract's cash
surrender value is payable to the Participant-owner or
Beneficiary-owner or any person designated by the
Participant-owner or Beneficiary-owner. The purpose of
this provision is specifically to provide that the sole
and exclusive right to surrender or cancel the Plan
Contract is vested in the Employer, and that the
Participant-owner or Beneficiary-owner has no right to
cancel or surrender the Plan Contract.
(2) Death of Participant. If the Participant dies, the
Employer or any person designated by the Employer is
entitled to receive the aggregate premiums paid by the
Employers on that Participant's Plan Contracts less any
indebtedness against the Plan Contract. The recovery of
the amount described in the preceding sentence must not
reduce the death benefit payable under that Participant's
Plan Contracts below the guaranteed salary multiple level.
The Employer may immediately assign to any person or
entity, including a trust, its right to recover in the
future its cumulative Recoverable Costs less any
indebtedness against the Plan Contract or its portion of
the cash surrender value. Any balance of the Plan
Contract's death benefit must be paid directly to the
Beneficiary or Beneficiaries designated by the
Participant-owner or Beneficiary-owner. The Employer or
the Participant-owner or Beneficiary owner may change the
settlement options of the Plan Contract at any time during
the lifetime of the Participant and during the sixty days
after the Participant dies, so long as doing so does not
adversely affect the other's rights.
(3) Plan termination. If this Plan terminates as to any
Participant, the Participant or the Beneficiary-owner of
the Plan Contract on the Participant's life has the right
to pay to the Employer within sixty-one days after the
date of this Plan's termination, the Employer's cumulative
Recoverable Costs less any indebtedness against the Plan
Contract assumed by the Participant-owner or
Beneficiary-owner. The Employer may immediately assign to
any person or entity, including a trust, its right to
recover in the future its cumulative Recoverable Costs
less any indebtedness against the Plan Contract. Upon
receipt of that amount, the Employer must execute an
appropriate instrument of release so that its rights in
the Plan Contract are released to the Participant-owner or
Beneficiary-owner. If the Participant-owner or
Beneficiary-owner fails to repay to the Employer the
amount specified in the first sentence of this paragraph
within sixty-one days after the date of the Plan's
termination, the Employer must refund to the
Participant-owner or Beneficiary-owner that part of any
payment made by the Participant-owner or Beneficiary-owner
for the unexpired portion of the premium payment period in
which the Plan's termination occurred. After that
sixty-one-day period, the Participant-owner or
Beneficiary-owner must execute any or all instruments that
may be required to vest full ownership of the Plan
Contract in the Employer. After that, the
Participant-owner or Beneficiary-owner has no further
interest in the Plan Contract.
(4) End of participation. If the Participant ceases to be a
Participant, the Employer may recover its cumulative
Recoverable Costs less any indebtedness against the Plan
Contract. The Employer may immediately assign to any
person or entity, including a trust, its right to recover
in the future its cumulative Recoverable Costs less any
indebtedness against the Plan Contract.
(5) Changing Plan Contract's dividend option. The Employer has
the sole right, subject to other Plan Contract provisions,
to change the Plan Contract's dividend option.
(6) Changing Plan Contract's Nonforfeiture or Automatic
Premium Loan provisions. The Employer and the
Participant-owner or Beneficiary-owner must act jointly to
elect or change any Nonforfeiture and Automatic Premium
Loan provisions of the Plan Contract.
(7) Roll-out of Plan Contract. If this Agreement is still in
effect on the relevant date, on the later of the Plan
Contract's fifteenth anniversary date or an earlier
anniversary date (at the Employer's sole discretion), the
Employee's Retirement, or the Employee's Disability, the
Employer may recover the aggregate premiums paid by the
Employers on that Participant's Plan Contracts less any
indebtedness against the Plan Contract assumed by the
Participant-owner or Beneficiary-owner. The recovery of
the amount described in the preceding sentence must not
reduce the death benefit payable under that Participant's
Plan Contracts below the guaranteed salary multiple level.
The Employer may immediately assign to any person or
entity, including a trust, its right to recover in the
future its interest in the Plan Contract. The Plan
Contract is rolled-out to the Participant-owner or
Beneficiary owner, and the Employer must then execute an
appropriate instrument of release so that its rights in
the Plan Contract are released to Participant-owner or
Beneficiary-owner.
<PAGE>
CRESTAR FINANCIAL CORPORATION
EXECUTIVE LIFE INSURANCE PLAN
As Amended and Restated
Effective January 1, 1991
EXHIBIT FOR ARTICLE 11
SECTION 11.101
RECOVERABLE COSTS
-------------------------------------
Employer's Costs of Its Funds
According to Plan section 11.101, that portion of Recoverable Costs attributable
to the Employer's cost of its funds used to pay premiums, interest, and
administrative expenses is calculated at 12 percent (or an allowance for that
interest or cost set in advance by the Primary Employer's Designee as an exhibit
to the Plan). This exhibit accordingly sets forth the allowance for that
interest or costs, which shall be used in lieu of the 12 percent amount stated
in paragraph (d) of Plan section 11.101, effective as of January 1, 1991.
That portion of Recoverable Costs attributable to an Employer's cost
of the funds used to pay premiums, interest, and administrative
expenses for any year is calculated using a cost of funds rate
selected by the Primary Employer's Designee from among the following
four rates published in the Primary Employer's annual report for that
year: (i) the rate for total savings and time deposits, (ii) the rate
for short term borrowings, (ii) the rate for long term debt, and (iv)
the rate for total interest bearing liabilities. The Primary
Employer's Designee shall not choose a cost of funds rate with respect
to a Plan Contract until the year in which an Employer receives its
Recoverable Costs from the Plan Contract; once the Primary Employer's
Designee selects a cost of funds factor, that same factor must be
applied to each Plan Contract from which any Employer receives
Recoverable Costs for that Year.
Limitations on Amount of Recoverable Costs
Plan section 11.101 further provides that in some circumstances, Recoverable
Costs is a smaller amount than that stated in that Plan section because fewer of
the expense items are included in the calculation. This exhibit sets forth below
circumstances in which the Recoverable Costs are limited, effective January 1,
1991:
If an Employer becomes entitled to Recoverable Costs as to any Plan
Contract because one of the following events has occurred, the amount
of the Recoverable Costs is equal to the sum of the Employer's premium
payments only:
Exhibit 11.101-1
<PAGE>
1. A Participant terminates employment for any reason during a
Suspension Period.
2. A Participant terminates employment for any reason after a
Second-Tier Trigger Event, even if a Restoration Event has
occurred.
3. The Plan Contract belongs to the Participant-owner or
Beneficiary-owner because the shared ownership with the
Employer has continued until the time set forth in Plan
section 4.01(b)(7) entitled "Roll-out of Plan Contract."
4. A Participant's active employment with the Employers
terminates because of the Participant's Disability or
Retirement, but the Participant-owner or Beneficiary-owner
still maintains the Plan Contract and the shared ownership
relationship with the Employer continues until the Plan
Contract belongs to the Participant-owner or Beneficiary-
owner as provided in Plan section 4.01(b)(7) entitled "Roll
-out of Plan Contract."
5. A Participant dies during the shared ownership period with
the Employer and prior to the time Plan Contract belongs
only to the Participant-owner or the Beneficiary-owner under
Plan section 4.01(b)(7).
This exhibit has been implemented by me as the Primary Employer's Designee under
the Plan.
Date: March 31, 1993 By:/s/ Ross W. Dorneman
----------------
Ross W. Dorneman
Compensation and Benefits Manager
Exhibit 11.101-2
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
EXHIBIT FOR ARTICLE 11
SECTION 11.57
FIRST-TIER TRIGGER EVENT
-------------------------------------
In accordance with Plan section 11.57(a), the definition of First-tier Trigger
Event in this Exhibit replaces the definition of First-tier Trigger Event in
Plan section 11.57(b), effective December 18, 1992.
A First-tier Trigger Event occurs on the earlier of these two times:
(1) a notice of a Board meeting (a regularly scheduled meeting
or a special meeting) is sent by the appropriate officers to
the Sponsor's Board, indicating a purpose of the meeting is
to consider a transaction that, if consummated, would
constitute a Second-tier Trigger Event; or
(2) the Sponsor's Board announces that it has met (whether at a
regularly scheduled meeting or a special meeting) to
consider a proposal for a transaction that, if consummated,
would constitute a Second-tier Trigger Event.
This exhibit is implemented by me as the Primary Employer's Designee under
the Plan.
Date: March 31, 1993 By: /s/ Ross W. Dorneman
----------------------
Ross W. Dorneman
Compensation and Benefits Manager
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
ADOPTION OF PLAN
As evidence of its adoption of the Plan, Crestar Financial Corporation, the
Sponsor, has caused this document to be signed by its duly authorized officer as
of January 1, 1991.
CRESTAR FINANCIAL CORPORATION
By: (signature illegible)
-------------------------
<PAGE>
CRESTAR FINANCIAL CORPORATION
CERTIFICATE
I, Ross W. Dorneman, hereby certify that I am the duly appointed and
qualified Compensation and Benefits Manager of Crestar Financial Corporation and
as such, I am the Primary Employer's Designee under the Crestar Financial
Corporation Executive Life Insurance Plan, as amended and restated effective
January 1, 1991 (the "Plan"), and I further certify that the First-Tier Trigger
Events Exhibit to the Plan, attached to this Certificate, was implemented by me
this date.
The adoption of the Exhibit attached to this Certificate affects other
provisions of the Plan that are dependent on the definition of First-tier
Trigger Event. For example, the term "Trigger Event" is defined as a First-tier
Trigger Event or a Second-tier Trigger Event. A Trigger Event can occur on or
after the date of this Certificate only if there is a Second-Tier Trigger Event.
Dated: March 30, 1998
/s/ Ross W. Dorneman
_________________________________
Ross W. Dorneman
Primary Employer's Designee
<PAGE>
CRESTAR FINANCIAL CORPORATION
EXECUTIVE LIFE INSURANCE PLAN
As Amended and Restated
Effective January 1, 1991
FIRST-TIER TRIGGER EVENTS EXHIBIT
Effective March 30, 1998
----------------------------------
In accordance with Plan section 11.57(a), the definition of First-tier Trigger
Event in this exhibit replaces the definition of First-tier Trigger Event in
Plan section 11.57(b) and supersedes any prior definition of First-Tier Trigger
Event. According to this exhibit, the term "First-tier Trigger Event" has the
same meaning as "Second-tier Trigger Event" as defined in Plan section 11.108,
as amended at the relevant time.
This exhibit is implemented by me as the Primary Employer's Designee under the
Plan.
Date: 3/30/98 By: /s/ Ross W. Dorneman
------------------------
Ross W. Dorneman
Primary Employer's Designee
CRESTAR FINANCIAL CORPORATION
CRESTAR BANK
CERTIFICATE
I, James J. Kelley, hereby certify that I am the duly elected and
qualified Human Resources Director of Crestar Financial Corporation and Crestar
Bank. I further certify that I have today implemented the attached resolutions
pursuant to actions taken by the Board of Directors on October 26, 1996 and
October 23, 1998, which actions remain in full force and effect as of this date.
Date: December 30, 1998
---------------------------------------
James J. Kelley
<PAGE>
CRESTAR FINANCIAL CORPORATION
CRESTAR BANK
RESOLVED, That the Crestar Financial Corporation Executive Life Insurance
Plan is amended, effective December 31, 1998, to provide that notwithstanding
any other provision of the Plan, the Plan may be amended or amended and restated
except that no such amendment shall diminish any benefit that any participant
has earned or accrued prior to the amendment, including the right to continue to
receive company contributions towards premium payments until the rollout of the
participant's policy under such Plan, regardless of the participant's employment
status after that date, or deprive any participant who is an active employee of
Crestar Financial Corporation or Crestar Bank or their subsidiaries as of
December 31, 1998, the right to earn or accrue additional benefits on account of
increased compensation from an employer within the controlled group of Crestar
Financial Corporation at December 31, 1998 or any later time.
FURTHER RESOLVED, That pursuant to actions of the Committee on October 22,
1998 and to actions of the Board of Directors of Crestar Financial Corporation
and Crestar Bank on October 23, 1998, which provided that Crestar Bank should be
sponsor of the plans funded through the Crestar Bank Selected Executive Plans
Trust and Crestar Bank accepted such sponsorship, Crestar Bank hereby is
designated as sponsor of the Crestar Financial Corporation Executive Life
Insurance Plan, effective as of December 29, 1998.
1981 STOCK OPTION PLAN OF
CRESTAR FINANCIAL CORPORATION
AND AFFILIATED CORPORATIONS
AS AMENDED THROUGH JUNE 1989
I. PURPOSE
The Plan enables employees who contribute significantly to the success of
Crestar Financial Corporation (Crestar) to participate in its future success and
to further identify their interests with those of the stockholders. The Plan
provides for stock options and stock appreciation rights to be granted to such
employees. Two types of options may be granted: "incentive stock options" within
the meaning of Section 422A of the Internal Revenue Code (the "Code") and
non-incentive options. It is intended that options shall constitute incentive
stock options unless otherwise designated by their terms; however, no option
shall be invalid for failure to qualify as an incentive stock option. The
purpose of the Plan is to provide long-term incentives for gain through
outstanding service to Crestar and its stockholders and to assist in recruiting
and retaining people of ability and initiative in key management positions.
II. ADMINISTRATION
The Plan shall be administered by a Committee which shall consist of not
fewer than three members of Crestar's Board of Directors who shall be selected
by the Board from time to time from members of the Board not eligible for grants
under the Plan. The Committee shall have complete authority to interpret all
provisions of this Plan consistent with law, to prescribe the form of
instruments evidencing any stock appreciation rights granted under this Plan, to
adopt, amend and rescind general and special rules and regulations for its
administration, and to make all other determinations necessary or advisable for
the administration of the Plan.
III. ELIGIBILITY
Any salaried employee of Crestar and any of its subsidiaries (including
any subsidiary acquired after adoption of this Plan) who in the judgment of the
Committee occupies a professional or management position in which his efforts
contribute to the profits or growth of Crestar or a subsidiary may be granted an
option. Directors of Crestar who are not also salaried employees are not
eligible to participate in this Plan. With respect to options granted after
December 31, 1986, no employee may be granted incentive stock options (under all
incentive stock option plans of Crestar and any corporation that is a "parent"
or "subsidiary" corporation for purposes of Section 422A of the Code) which are
first exercisable in any calendar year for stock having an aggregate fair market
value (determined as of the date an option is granted) exceeding $100,000.
IV. STOCK SUBJECT TO OPTION
Options may be granted under this Plan after approval by a majority of
Crestar stockholders. Each option so granted will give the employee the right to
purchase a designated amount of Crestar's Common Stock with a par value of $5
each ("shares"), (subject to adjustment under Section 10 of this Plan). Upon
exercise of any option, Crestar may deliver to the employee authorized but
unissued stock, treasury stock, or any combination thereof.
The Committee will maintain records showing the cumulative total of stock
subject to options outstanding under this Plan. Stock delivered under this Plan
shall not exceed in the aggregate 2,000,000 shares. This number may be adjusted
to reflect any change in the capitalization of Crestar resulting from a stock
dividend or a stock split or other adjustment contemplated by Article XI of the
Plan and occurring after the adoption of this Plan. If an option is terminated,
in whole or in part, for any reason other than the exercise thereof, or the
exercise of a related stock appreciation right, the stock allocated to the
option or portion thereof so terminated may be reallocated to another option or
options to be granted under this Plan.
V. OPTION PRICE
The price per share for stock purchased by the exercise of any option
granted under this Plan will be the fair market value per share of such shares
at the time the option is granted.
VI. EXERCISE OF OPTIONS
A. BY AN EMPLOYEE DURING CONTINUOUS EMPLOYMENT
An employee may not exercise an option for twelve months from the
date the option was granted. Thereafter, options granted under the Plan are
exercisable in whole at any time or in part from time to time as provided in
each stock option agreement (including any amendment or supplement to that
agreement) between Crestar and an employee specifying the terms and conditions
of the option granted to the employee. Subject to the terms of the stock option
agreement, an option granted under the Plan may be exercised with respect to any
number of whole shares less than the full number for which the option could be
exercised. A partial exercise will not affect the right to exercise the option
from time to time in accordance with the stock option agreement with respect to
the remaining shares subject to the option.
The preceding notwithstanding, no incentive stock option that was
granted prior to January 1, 1987 (the "subsequent option") shall be exercisable
while there is outstanding any other incentive stock option that was granted,
before the granting of such subsequent option, to the employee to purchase
Crestar stock or stock in a corporation that (at the time of the granting of
such subsequent option) is a "parent" or "subsidiary" corporation for purposes
of Section 442A of the Code, or in a predecessor corporation of any of the
preceding corporations. For this purpose, an incentive stock option shall be
considered outstanding until it has been exercised in full or has expired by
reason of lapse of time, and the surrender of an incentive stock option under
the exercise of related stock appreciation rights shall be considered an
exercise of an option to the extent surrendered.
No option shall be exercisable after the expiration of ten years
from the date the option was granted. The terms of any option may provide that
it is exercisable for a period less than this maximum period. During the
lifetime of an employee to whom an option is granted, the option may be
exercised only by the employee, his attorney-in-fact (if he is legally
disabled), or his guardian as provided in paragraph B of this Section VI.
An employee may not exercise any part of an option granted under
this Plan unless, at the time of such exercise, he has been in the continuous
employment of Crestar or a subsidiary of Crestar since the date the option was
granted. The Committee may decide in each case to what extent leaves of absences
for government or military service, illness, temporary disability, or other
reasons shall not for this purpose be deemed interruptions of continuous
employment.
B. BY A FORMER EMPLOYEE
No person may exercise an option after he ceases to be an employee
of Crestar or any subsidiary unless he ceases to be an employee of Crestar as a
result of normal retirement, early retirement, or disability retirement, either
physical or mental, or on account of physical or mental disability. In these
instances, the option may be exercised by him, his attorney-in-fact (if he is
legally disabled) or his guardian, as appropriate, within thirty-six months
after the date on which he ceased to be an employee (but no later than the end
of the fixed term of the option). Such option shall become exercisable in full
no later than the time of such cessation of employment.
C. IN CASE OF DEATH
If an employee or former employee who was granted an option dies,
and at the time of death was entitled to exercise an option granted under this
Plan, the option may be exercised within twelve months after the death of the
employee or former employee (but no later than the end of the fixed term of the
option) by his estate, or by a person who acquired the right to exercise the
option by bequest or inheritance. Such option shall become exercisable in full
no later than the time of the death of the optionee.
<PAGE>
D. TERMINATION OF OPTIONS
An option granted under this Plan shall be considered terminated, in
whole or in part, to the extent that, in accordance with the provisions of this
Plan, it can no longer be exercised for stock originally subject to the option.
E. PURCHASE OF OPTIONS
In the event of any termination by unusual circumstances such as
disability, or hardship (as determined by the Committee), Crestar may, at its
election, upon the request of the holder of the option, at any time prior to its
exercise, purchase the option at an aggregate price equal to the excess of the
fair market value per share on the date of the request, over the option price
per share, multiplied by the number of shares to which the option was then
subject to exercise. Only the number of shares, if any, transferred in payment
for options purchased by Crestar pursuant to the foregoing sentence shall be
charged against the maximum number of shares which may be delivered under this
Plan as set forth in Article IV of the Plan.
F. OPTIONS OUTSTANDING ON OCTOBER 28, 1983
Subject to the preceding sections of this Article VI, options
granted under the Plan and outstanding on October 28, 1983, are exercisable in
whole at any time or in part from time to time as provided in each stock option
agreement (including any amendment or supplement to that agreement) between
Crestar and an employee specifying the terms and conditions of the option
granted to the employee. Subject to the terms and conditions of the stock option
agreement, an option granted under the Plan may be exercised with respect to any
whole shares less than the full number for which the option could be exercised.
A partial exercise will not affect the right to exercise the option from time to
time in accordance with the stock option agreement with respect to the remaining
shares subject to the option.
VII. STOCK APPRECIATION RIGHTS
A. The Committee may grant stock appreciation rights in connection with
all or part of any option granted under this Plan, either at the time of the
grant of the option or, if the option is a non-incentive option, at any time
thereafter during the term of the option.
B. Stock appreciation rights entitle the holder of an option in connection
with which such stock appreciation rights are granted, upon exercise of the
stock appreciation rights, to surrender the option, or any applicable portion
thereof, to the extent unexercised, and to receive cash, stock, or cash and
stock, determined pursuant to subparagraphs 2 and 3 of paragraph C of this
Article VII. The option shall, to the extent so surrendered, thereupon cease to
be exercisable.
C. Stock appreciation rights shall be subject to the following terms and
conditions and to other terms and conditions not inconsistent with the Plan as
shall from time to time be approved by the Committee.
D. Stock appreciation rights shall be exercisable at such time or times
and to the extent, but only to the extent, that the option to which they relate
shall be exercisable; provided, however, that stock appreciation rights may be
exercised only when the fair market value per share exceeds the option price per
share of the related option.
1. Upon exercise of stock appreciation rights, the holder shall be
entitled to receive stock equal in aggregate fair market value to the
amount by which the fair market value per share on the date of such
exercise shall exceed the option price per share of the related option,
multiplied by the number of shares in respect of which the stock
appreciation rights have been exercised. The maximum amount payable upon
the exercise of a stock appreciation right will be an amount equal to the
number of shares originally granted, multiplied by the price at the time
of grant.
2. As the Committee shall determine in its discretion, all or part
of Crestar's obligation arising from an exercise of stock appreciation
rights may be settled by the payment of cash. Any exercise of stock
appreciation rights by an officer of Crestar involving a partial cash
settlement may be made only during a period specified for the exemption
provided by Rule 16b-3 under the Securities Exchange Act of 1934. Rule
16b-3 defines such an exercise period as beginning on the third business
day following the date of release for publication of any annual or
quarterly summary statement of Crestar's revenues and earnings and ending
on the twelfth business day following that date. Notwithstanding the
provisions of subparagraph 2 of paragraph C of this Article VII, the
Committee shall determine the fair market value of the stock for each
exercise period, which shall not be higher than the highest sale price of
Crestar's stock during the period. The fair market value as determined by
the Committee shall be applicable to all stock appreciation rights
exercised by officers for cash during the exercise period.
VIII. CONTROL CHANGE
A. ACCELERATION OF OPTIONS AND STOCK APPRECIATION RIGHTS
Notwithstanding any other provision of the Plan or any stock option
or stock appreciation rights agreement (including any amendment or supplement
thereto), each option and stock appreciation right previously granted that has
not terminated shall be exercisable, in whole or in part, as of a Control Change
Date. Each such option and stock appreciation right shall remain exercisable
until it terminates in accordance with the Plan or the stock option or stock
appreciation rights agreement (including any amendment or supplement thereto).
B. DEFINITIONS
For purposes of this Article VIII, the following terms shall have
the meaning specified:
1. Acquiring Person means any Person who satisfies the requirements
of either items(a) or (b) of this subparagraph.
a. A Person, considered alone or together with all Control
Affiliates and Associates of that Person, becomes directly or indirectly
the beneficial owner of Securities representing at least thirty percent of
the Sponsor's then outstanding Securities entitled to vote generally in
the election of the Board.
b. A Person enters into an agreement that would result in that
Person satisfying the conditions in item(a) or that would result in an
Employer's failure to be an Affiliate.
2. Associate, with respect to any Person, is defined in Rule 12b-2
of the General Rules and Regulations under the Securities Exchange Act of
1934, as amended as of January 1, 1988, which reads as follows:
The term associate used to indicate a relationship with any person,
means (1) any corporation or organization of which such person is an
officer or partner or is, directly or indirectly, the beneficial
owner of ten percent or more of any class of equity securities, (2)
any trust or other estate in which such person has a substantial
beneficial interest or as to which such person serves as trustee or
in a similar fiduciary capacity, and (3) any relative or spouse of
such person, or any relative of such spouse, who has the same home
as such person or who is a director or officer of such person or any
of its parents or subsidiaries.
For purposes of this subparagraph, Associate does not include the Sponsor
or a Majority-owned Subsidiary of the Sponsor.
3. Continuing Directors means those members of the Board who satisfy
the requirements of either item (a) or (b) of this subparagraph.
a. The individual was a Board member before an event defined
as a Control Change, as determined according to subparagraph 6 of
paragraph B of Section VIII.
b. The individual was nominated for election or elected by a
two-thirds majority vote of Board members who satisfy the
requirements of item (a) of this subparagraph.
A Board member may not satisfy the requirements of this section if that
member was nominated for election or elected by Board members who are
elected by or recommended for election by an Acquiring Person.
5. Control, Controlling, and all variants (including under common
Control with) are defined in Rule 12b-22 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended as of
January 1, 1988, which reads as follows:
The term control (including the terms controlling, controlled by,
and under common control with) means the possession, direct or
indirect, of the power to direct or cause the direction of the
management and policies of a person, whether through the ownership
of voting securities, by contract, or otherwise.
6. Control Affiliate, with respect to any Person, means an affiliate
as defined in Rule 12b-2 of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended as of January 1, 1988, which
reads as follows:
An affiliate of, or a person affiliated with, a specified person, is
a person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common
control with, the person specified.
7. Control Change. A Control Change occurs if any of the
circumstances described in any item of this subparagraph occurs.
(a) Protection under an acquisition agreement involving the
Sponsor. If the Sponsor enters into any agreement with a Person that
involves the transfer of ownership of the Sponsor or of all or at
least fifty percent of the Sponsor's total assets on a consolidated
basis, as reported in the Sponsor's consolidated financial
statements filed with the Securities and Exchange Commission
(including an agreement for the acquisition of the Sponsor by
merger, consolidation, or statutory share exchange, regardless of
whether the Sponsor is intended to be the surviving or resulting
corporation after the merger, consolidation, or statutory share
exchange or for the sale of substantially all of the Sponsor's
assets to that Person), and
(i) the agreement does not include provisions requiring
that the Person must maintain the Plan and its benefits
according to the Plan's terms on the date that the agreement
is entered into; or
(ii) the agreement does not include provisions requiring
that the Person must establish or maintain an incentive plan
that covers all Plan Participants on the date that the
agreement is entered into and that provides benefits that are
at least equal to the Plan's benefits according to the Plan's
terms on the date that the agreement is entered into, as
determined by an independent expert applying a standard
derived from section 208 of the Employee Retirement Income
Security Act of 1974; or
(iii) the agreement satisfies the requirements of items
(a)(i) or (ii), but does not also provide that those
provisions survive the consummation of any transaction
s(including a merger, consolidation, statutory share exchange,
or sale transaction) so that any Participant may enforce those
provisions against the Person; or
(iv) the agreement satisfies the requirements of
items(a)(i) or (ii) and (iii), but, in fact, the Person does
not maintain the Plan or the Person does not establish or
maintain an incentive plan that covers all Plan Participants
on the date that the agreement is entered into and that
provides benefits that are at least equal to the Plan's
benefits according to the Plan's terms on the date that the
agreement is entered into and as determined by an independent
expert applying a standard derived from section 208 of the
Employee Retirement Income Security Act of 1974.
(b) Change in voting control of the Sponsor. Any Person is or
becomes an Acquiring Person described in subparagraph 1 or paragraph B of
Section VIII.
(c) Change in the membership of the Board. During any period of two
consecutive calendar years, the Continuing Directors cease for any reason
to constitute a majority of the Board.
(d) Determining Control Change Date. For purposes of item (a) of
this subparagraph, the Control Change Date is the closing date of an
agreement described in item(a)(i), (a)(ii), or (a)(iii) or the date of
breach of an agreement, as described in item (a)(iv). For purposes of item
(b) of this subparagraph, the Control Change Date is the date of public
disclosure that a Person has become an Acquiring Person described in
subparagraph 1 of paragraph B of Article VIII. For purposes of item (c) of
this subparagraph, the Control Change Date is the date that the Continuing
Directors cease to constitute a majority of the Board.
8. Control Change Date means the date on which a Control Change occurs,
determined according to item (d) of subparagraph 6 or paragraph B of Article
VIII.
9. Majority-owned Subsidiary is defined in Rule 12b-2 of the General Rules
and Regulations under the Securities Exchange Act of 1934, as amended as of
January 1, 1988, which reads as follows:
The term majority-owned subsidiary means a subsidiary more than
fifty percent of whose outstanding securities representing the
right, other than as affected by events of default, to vote for the
election of directors, is owned by the subsidiary's parent and/or
one or more of the parent's other majority-owned subsidiaries.
10. Parent is defined in Rule 12b-2 of the General Rules and Regulations
under the Securities Exchange Act of 1934, as amended as of January 1,1988,
which reads as follows: A parent of a specified person is an affiliate
controlling such person directly, or indirectly through one or more
intermediaries.
11. Person means any human being, firm, corporation, partnership, or other
entity. Person also includes any human being, firm, corporation, partnership, or
other entity as defined in sections 13(d)(3) and 14(d)(2) of the Securities
Exchange Act of 1934, as amended as of January 1, 1988, which reads as follows:
When two or more persons act as a partnership, limited partnership,
syndicate, or other group for the purpose of acquiring, holding, or
disposing of securities of an issuer, such syndicate or group shall
be deemed a person for purposes of this item. For purposes of this
Plan, however, "Person" does not include the Sponsor, any
wholly-owned Subsidiary of the Sponsor, any employee benefit plan
maintained by the Sponsor or by any wholly-owned Subsidiary of the
Sponsor, or any person or entity organized, appointed, or
established by the Sponsor or by any Subsidiary for or pursuant to
the terms of any such employee benefit plan, unless the Board
determines that such an employee benefit plan or such person or
entity is a Person.
12. Securities has the meaning given that term under the Securities Act of
1933, as amended as of January 1, 1988.
13. Subsidiary is defined in Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended as of January
1, 1988, which reads as follows:
A subsidiary of a specified person is an affiliate controlled by
such person directly, or indirectly through one or more
intermediaries.
14. Voting Securities is defined in Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended as of January
1, 1988, which reads as follows:
The term voting securities means securities the holders of which are
presently entitled to vote for the election of directors.
IX. METHOD OF EXERCISE
Each option or stock appreciation right granted under this Plan shall be
deemed exercised when the holder shall indicate the decision to do so in writing
delivered to Crestar, and, in the case of an option, shall at the same time
tender to Crestar payment in full in cash, or equivalent Crestar shares, for the
shares for which the option is exercised, and shall comply with such other
reasonable requirements as Crestar may establish pursuant to Section XI of the
Plan. No person, estate or other entity shall have any of the rights of a
shareholder with reference to shares subject to an option or stock appreciation
rights until a certificate or certificates for the shares have been delivered.
An option or stock appreciation right granted under this Plan may be
exercised for any lesser number of shares than the full amount for which it
could be exercised. Such a partial exercise of an option or stock appreciation
right shall not affect the right to exercise the option of stock appreciation
right from time to time in accordance with this Plan for the remaining shares
subject to the option or stock appreciation right.
X. ASSIGNABILITY
No option or stock appreciation right granted to an employee under this
Plan shall be transferable by him except by will or the laws of descent and
distribution. Stock appreciation rights may be so transferred only to the
person(s) to whom the related option is transferred.
XI. ADJUSTMENT UPON CHANGE OF SHARES
In the event of a reorganization, merger, consolidation, reclassification,
recapitalization, combination or exchange of stock, stock split, stock dividend,
rights offering or other event affecting shares of Crestar, the number and class
of shares for which options may thereafter be granted, the number and class of
shares then subject to options previously granted, and the price per share
payable upon exercise of such options shall be equitably adjusted by the
Committee to reflect the change. However, the Committee shall make no adjustment
that, for purposes of Section 422A of the Code, would constitute an increase in
the aggregate number of shares issuable under this Plan, nor shall the Committee
adjust the price or number of shares then subject to options in a manner that
would constitute a modification of an option for purposes of Section 425(h) of
the Code.
XII. COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES
No option and no stock appreciation right shall be exercisable and no
stock will be delivered under the Plan except in compliance with all applicable
federal and state laws and regulations including, without limitation, compliance
with withholding tax requirements and with the rules of all domestic stock
exchanges on which Crestar's shares may be listed. Any share certificate issued
to evidence shares for which an option is exercised may bear legends and
statements the Committee shall deem advisable to assure compliance with federal
and state laws and regulations. No option and no stock appreciation right shall
be exercisable, and no shares will be delivered under this Plan, until Crestar
has obtained consent or approval from regulatory bodies, federal or state,
having jurisdiction over such matters as the Committee may deem advisable. In
the event of the exercise of an option by a person or estate acquiring the right
to exercise the option by bequest or inheritance, the Committee may require
reasonable evidence as to the ownership of the option and may require consents
and releases of taxing authorities that it may deem advisable.
XIII. GENERAL PROVISIONS
Neither the adoption of the Plan nor its operation, nor any documents
describing or referring to the Plan, or any part thereof, shall confer upon any
employee any right to continue in the employ of Crestar or any subsidiary, or
shall in any way affect the right and power of Crestar or any subsidiary to
terminate the employment of any employee at any time with or without assigning a
reason therefor to the same extent as Crestar might have done if this Plan had
not been adopted.
Headings are given to the sections of the Plan solely as a convenience to
facilitate reference; such headings, numbering and paragraphing shall not in any
case be deemed in any way material or relevant to the construction of the Plan
or any provisions thereof. The use of the masculine gender shall also include
within its meaning the feminine. The use of the singular shall also include
within its meaning the plural, and vice versa.
XIV. AMENDMENT
The Board may alter, amend or terminate this Plan from time to time,
except that no such action shall, without an employee's consent, adversely
affect the terms of any options or stock appreciation rights previously granted
and which have not terminated, and further provided that no amendment to the
Plan for which approval of the stockholders is necessary for the continued
applicability of Rule 16b-3 under the Securities Exchange Act of 1934 may become
effective until such stockholder approval is obtained.
XIV. DURATION OF THE PLAN
No option or stock appreciation right shall be granted under this Plan
after October 28, 1998 [tenth anniversary of date adopted by Board of
Directors]. Options granted before that date shall remain valid thereafter in
accordance with their terms.
XV. EFFECTIVE DATE OF PLAN
This Plan was adopted by the Board on January 23, 1981. It became
effective when approved by stockholders holding a majority of Crestar's
outstanding shares present, or represented, and entitled to vote at the Annual
Meeting of Stockholders on April 24, 1981.
<PAGE>
Crestar Financial Corporation
Board of Directors Meeting
January 25, 1991
RESOLUTIONS APPROVING EXTENSION OF TERM FOR EXERCISE OF RETIREE STOCK OPTIONS:
BE IT RESOLVED, that the second sentence of Section B of Article VI of the 1981
Stock Option Plan of Crestar financial Corporation is amended by substituting
the word "sixty" for the word "thirty-six" therein; and
BE IT RESOLVED, that the foregoing amendment to the Plan shall be effective with
respect to options that are granted under the Plan on and after January 1, 1991
and with respect to non-incentive stock options (including stock options that
initially were intended to be incentive stock options and that have ceased to
qualify as such); and
BE IT RESOLVED, that in accordance with the provisions of Section D of Article
VII of the Plan, the foregoing Plan amendment shall apply to the exercise of
stock appreciation rights to the same extent that the amendment applies to the
exercise of the related option; and
BE IT FURTHER RESOLVED, that the appropriate officers of the Corporation are
hereby authorized and directed to take such actions and to execute such
documents as may be necessary to implement the foregoing resolutions, all
without further action by this Board.
<PAGE>
CRESTAR FINANCIAL CORPORATION
UNANIMOUS CONSENT OF
THE HUMAN RESOURCES AND COMPENSATION COMMITTEE
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
RESOLUTIONS AUTHORIZING BENEFIT ADJUSTMENT
TO REFLECT TWO-FOR-ONE STOCK SPLIT
The undersigned, being all the members of the Human Resources and
Compensation Committee of the Board of Directors of Crestar Financial
Corporation, a stock corporation organized and existing under the laws of the
Commonwealth of Virginia, do hereby consent to and adopt the following actions
and resolutions by unanimous consent as allowed by law:
WHEREAS, the Board of Directors of Crestar Financial Corporation
(the "Board") has today authorized a two-for-one stock split to be
distributed on January 24, 1997, to each holder of outstanding Common
Stock of record at the close of business on January 3, 1997; and
WHEREAS, the Board has authorized the Committee to take such action
as it may deem necessary or appropriate to adjust participants' benefits
under qualified and nonqualified plans and outstanding awards thereunder;
NOW, THEREFORE, BE IT RESOLVED AS FOLLOWS:
1. The number of shares authorized under each qualified and
nonqualified benefit plan of the Corporation and its affiliates
providing benefits to employees and directors shall be doubled as of
the effective time of the two-for-one stock split authorized and
approved by the Board today.
2. The number of shares subject to outstanding options and awards as
of January 3, 1997, shall be doubled as of the effective time of
the stock split, and the exercise price for each such option
shall be 50 percent of the current exercise price. This
provision shall apply to the Crestar Financial Corporation 1993
Stock Incentive Plan, the 1981 Stock Option Plan of Crestar
Financial Corporation and Affiliated Corporations, and the
options granted and to be granted in connection with the
acquisition of Loyola Capital Corporation and Citizens Bancorp.
3. The targeted fair market value of Common Stock under the Value Share
Program, a component program under the Crestar Financial Corporation
1993 Stock Incentive Plan, shall be 50 percent of the currently
listed amounts as of the effective time of the stock split, and the
number of Value Share grants awarded to each participant and
outstanding as of the effective time of the stock split shall be
doubled.
4. Each qualified and nonqualified plan providing benefits to employees
and directors and based on Crestar stock shall double the number of
shares in each participant's account and decrease the price per
share by 50 percent effective as of the close of business on January
24, 1997.
5. The Human Resources Director and other appropriate officers of the
Corporation are hereby authorized and directed to take such actions
as they may deem necessary or appropriate to implement the actions
approved above.
This Consent may be signed in any number of counterparts, each of
which shall be an original with the same effect as if the signatures on
each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have hereunto set their
signatures on this 20th day of December, 1996.
------------------------------
Charles R. Longsworth
------------------------------
Gene A. James
------------------------------
H. Gordon Leggett, Jr.
------------------------------
Frank E. McCarthy
------------------------------
G. Gilmer Minor III
CRESTAR FINANCIAL CORPORATION
EXECUTIVE SEVERANCE PLAN
AGREEMENT
THIS AGREEMENT, dated as of December 19, 1997, is made by and between
Crestar Financial Corporation, a Virginia corporation (the "Company"), and
Richard G. Tilghman, ("Executive").
WHEREAS, the Company considers it essential to the best interests of its
shareholders to foster the continuous employment of key management personnel;
and
WHEREAS, the Board of Directors of the Company (the "Board") recognizes
that, as is the case with many publicly held corporations, the possibility of a
Change in Control (as defined in the last section of this Agreement) exists and
that such possibility, and the uncertainty and questions which it may raise
among management, may result in the departure or distraction of management
personnel to the detriment of the Company and its shareholders; and
WHEREAS, the Board has determined that appropriate steps should be taken
to reinforce and encourage the continued attention and dedication of members of
the Company's management, including Executive, to their assigned duties without
distraction in the face of potentially disturbing circumstances arising from the
possibility of a Change in Control; and
WHEREAS, the Company has adopted the Crestar Financial Corporation
Executive Severance Plan (the "Plan") with the intent of fulfilling the above
objectives and Executive has been designated as a participant in the Plan;
NOW THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the Company and Executive agree to the terms of the Plan,
including the following provisions as set forth in this Agreement:
1. Defined Terms. The definitions of capitalized terms used in this
Agreement are provided in the last Section of this Agreement and, if not defined
there, are defined elsewhere in this Agreement or in the Plan document.
2. Term of Agreement. This Agreement shall commence on the date first
written above and shall continue in effect through December 31, 2000; provided,
however, that if a Change in Control shall have occurred during the term of this
Agreement, this Agreement shall continue in effect for a period of not less than
thirty-six months following the month in which the Control Change Date occurs.
Beginning on December 31, 1998, and on each December 31 thereafter, the term of
this Agreement shall automatically be extended for one additional calendar year
unless the Human Resources and Compensation Committee of the Company's Board
adopts a resolution prior to that date affirmatively electing not to extend this
Agreement and notifies Executive of its decision not to extend this Agreement.
3. Company's Covenants Summarized. In order to describe the amount and
circumstances under which Executive will receive benefits under the Plan and
this Agreement and to induce Executive to remain in the employ of the Company
and its Affiliates and in consideration of Executive's covenants as set forth in
Section 4 of this Agreement, the Company agrees, under the conditions described
in this Agreement, to pay Executive the severance payments determined pursuant
to Section 6 of this Agreement and the other payments and benefits described
herein in the event Executive's employment with the Company is terminated for
certain reasons after a Change in Control and during the term of this Agreement.
No amount or benefit shall be payable under this Agreement unless there shall
have been (or, under the terms of this Agreement, there shall be deemed to have
been) a termination of Executive's employment with the Company and all its
Affiliates following a Change in Control. This Agreement shall not be construed
as creating an express or implied contract of employment and, except as
otherwise agreed in writing between the Company and Executive, Executive shall
not have any right to be retained in the employ of the Company or any of its
Affiliates.
4. Executive's Covenants. Executive agrees that, subject to the terms and
conditions of this Agreement, in the event of a Potential Change in Control
during the term of this Agreement, Executive will remain in the employ of the
Company until the earliest of (a) a date which is six months after the date of
such Potential Change in Control, (b) the Control Change Date, (c) the date of
termination by Executive of Executive's employment for Good Reason (determined
by treating the Potential Change in Control as a Change in Control in applying
the definition of Good Reason), or by reason of death or Disability, or (d) the
termination by the Company of Executive's employment for any reason.
5. Entitlements Other Than Severance Payments.
(a) Executive's Incapacity. Following a Change in Control and during the
term of this Agreement, during any period that Executive fails to perform
Executive's full-time duties with the Company as a result of incapacity due to
physical or mental illness, the Company shall pay Executive's full salary to
Executive at the rate in effect at the commencement of such period of
Executive's incapacity, together with all compensation and benefits then payable
to Executive under the terms of any compensation or benefit plan, program or
arrangement maintained by the Company during such period until Executive's
employment terminates or Executive recovers and returns to his duties for the
Company.
(b) Payment after Notice of Termination. If Executive's employment shall
be terminated for any reason following a Change in Control and during the term
of this Agreement, the Company shall pay Executive's full salary to Executive
through the Date of Termination at the rate in effect at the time the Notice of
Termination is given, together with all compensation and benefits payable to
Executive through the Date of Termination and thereafter under the terms of any
compensation or benefit plan, program or arrangement maintained by the Company
or an Affiliate during such period and in which Executive participates.
6. Severance Payments and Benefits.
(a) Severance Pay. Subject to Subsections (d) and (e) of this Section 6,
the Company shall pay Executive, in lieu of any further salary payments for
periods subsequent to the Date of Termination, a lump sum severance payment, in
cash, equal to three times the sum of Executive's Annual Base Salary and Annual
Bonus, upon the termination of Executive's employment following a Change in
Control and during the term of this Agreement, in addition to the applicable
payments and benefits described in Sections 5(b) and 6(b) of this Agreement,
unless such termination is (i) by the Company for Cause, (ii) by reason of
Executive's death or Disability, or (iii) by Executive without Good Reason.
Executive's employment shall be deemed to have been terminated following a
Change in Control by the Company without Cause or by Executive with Good Reason
if Executive's employment is terminated without Cause prior to a Change in
Control at the direction of a Person who has entered into an agreement with the
Company, the consummation of which will constitute a Change in Control, or if
Executive terminates his employment with Good Reason prior to a Change in
Control (determined by treating a Potential Change in Control as a Change in
Control in applying the definition of Good Reason) if the circumstance or event
which constitutes Good Reason occurs at the direction of such Person.
(b) Post-Termination Benefits. If Executive becomes entitled to the lump
sum severance payment described in Section 6(a) above, the Company shall pay and
provide to Executive the applicable amounts and benefits described in Exhibit A
to this Agreement.
(c) Gross-up Payments.
(1) Anything in this Agreement to the contrary notwithstanding, in the
event it shall be determined that any payment, distribution or other benefit
(including, without limitation, any acceleration of vesting of any benefit)
provided by the Company or its Affiliates to or for the benefit of Executive (a
"Payment") (whether paid or payable or distributed or distributable pursuant to
the terms of this Agreement or otherwise, but determined without regard to any
Gross-up Payment required under this Section 6) would be subject to the excise
tax imposed by Section 4999 of the Code (such excise tax, together with any
interest and penalties imposed in respect thereto, hereinafter collectively
referred to as the "Excise Tax"), then Executive shall be entitled to receive a
Gross-Up Payment in an amount that after payment by Executive of all taxes,
including, without limitation, any income, employment, and excise taxes (and any
interest and penalties imposed with respect thereto), imposed upon the Gross-Up
Payment leaves Executive a net amount from the Gross-Up Payment equal to the
Excise Tax imposed upon the Payment.
(2) Subject to the provisions of Section 6(c), all determinations required
to be made under this Section 6, including whether and when a Gross-Up Payment
is required and the amount of such Gross-Up Payment and the assumptions to be
utilized in arriving at such determination, shall be made by the Accounting Firm
which shall provide detailed supporting calculations both to the Company and
Executive within fifteen (15) business days of the receipt of notice from
Executive that there has been a Payment, or such earlier time as is requested by
the Company (collectively, the "Determination"). All fees and expenses of the
Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as
determined pursuant to this Section 6, shall be paid by the Company to Executive
within five (5) days of the receipt of the Determination. If the Accounting Firm
determines that no Excise Tax is payable by Executive, it shall furnish
Executive with a written opinion that failure to report the Excise Tax on
Executive's applicable federal income tax return will not result in the
imposition of a negligence or similar penalty. The Determination by the
Accounting Firm shall be binding upon the Company and Executive. In the event
the Company exhausts its remedies pursuant to Section 6(c)(3) and Executive
thereafter is required by a determination of a court or the Internal Revenue
Service to make payment of any Excise Tax, the Accounting Firm shall determine
promptly following receipt of such determination the amount of the Gross-Up
Payment that should have been made by the Company (the "Underpayment") and any
such Underpayment shall be paid promptly by the Company to or for the benefit of
Executive.
(3) Executive shall notify the Company in writing of any claim by the
Internal Revenue Service that, if successful, would require the payment by the
Company of the Gross-Up Payment. Such notification shall be given as soon as
practicable but no later than ten (10) business days after Executive is informed
in writing of such claim and shall apprise the Company of the nature of such
claim and the date on which such claim is requested to be paid. Executive shall
not pay such claim prior to the expiration of the 30-day period following the
date on which Executive gives such notice to the Company (or such shorter period
ending on the date that any payment of taxes with respect to such claim is due).
If the Company notifies Executive in writing prior to the expiration of such
period that it desires to contest such claim, Executive shall:
(i) give the Company any information reasonably requested by the Company
relating to such claim,
(ii) take such action in connection with contesting such claim as the
Company shall reasonably request in writing from time to time, including,
without limitation, accepting legal representation with respect to such claim by
an attorney reasonably selected by the Company,
(iii) cooperate with the Company in good faith in order effectively to
contest such claim, and
(iv) permit the Company to participate in any proceeding relating to such
claim; provided, however, that the Company shall bear and pay directly all costs
and expenses (including additional interest and penalties) incurred in
connection with such contest and shall indemnify and hold Executive harmless, on
an after-tax basis, for any Excise Tax or income or employment tax (including
interest and penalties with respect thereto) imposed as a result of such
proceeding and payment of costs and expenses. Without limitation on the
foregoing provisions of this Section 6(c)(3), the Company shall control all
proceedings taken in connection with such contest and, at its sole option, may
pursue or forego any and all administrative appeals, proceedings, hearings and
conferences with the taxing authority in respect of such claim and may, at its
sole option, either direct Executive to pay the tax claimed and sue for a refund
or contest the claim in any permissible manner, and Executive agrees to
prosecute such contest to a determination before any administrative tribunal, in
a court of initial jurisdiction and in one or more appellate courts, as the
Company shall determine; provided further, that if the Company directs Executive
to pay such claim and sue for a refund, the Company shall make a provisional
payment to Executive equal to the amount of such claim and shall indemnify and
hold Executive harmless, on an after-tax basis, from any Excise Tax or income or
employment tax (including interest or penalties with respect thereto) imposed
with respect to such payment or with respect to any imputed income with respect
to such payment; and provided further, that any extension of the statute of
limitations relating to payment of taxes for the taxable year of Executive with
respect to which such contested amount is claimed to be due is limited solely to
such contested amount. Furthermore, the Company's control of the contest shall
be limited to issues with respect to which a Gross-Up Payment would be payable
hereunder and Executive shall be entitled to settle or contest, as the case may
be, any other issue raised by the Internal Revenue Service or any other taxing
authority.
(4) If, after the receipt by Executive of a provisional payment by the
Company pursuant to Section 6(c)(3), Executive becomes entitled to receive, and
receives, any refund with respect to such claim, Executive shall (subject to the
Company's complying with the requirements of Section 6(c) promptly pay to the
Company the amount of such refund (together with any interest paid or credited
thereon after taxes applicable thereto). If, after the receipt by Executive of a
provisional payment by the Company pursuant to Section 6(c)(3), a determination
is made that Executive shall not be entitled to any refund with respect to such
claim and the Company does not notify Executive in writing of its intent to
contest such denial of refund prior to the expiration of thirty (30) days after
such determination, then Executive shall not be required to refund any portion
of the provisional payment to the Company and the amount of such provisional
payment shall offset, to the extent thereof, the amount of Gross-Up Payment
required to be paid.
(d) Securities Violation Payments. Notwithstanding any other provision of
this Agreement, no payment will be made to Executive under this Agreement to the
extent that such payment would be described in Code section 280G(b)(2)(B)
(relating to payments pursuant to an agreement that violates any generally
enforceable securities laws or regulations).
(e) Federal Laws, Rules and Regulations. Notwithstanding any other
provision of this Agreement, no payment will be made to Executive under this
Agreement to the extent that such payment would be prohibited by federal laws,
rules or regulations that apply to the Company as a bank holding company or to
any Affiliate of the Company for which Executive serves as an officer.
7. Withholding on Payments. All payments under this Agreement and the Plan
shall be paid net of applicable withholding required under federal, state or
local law and any additional withholding to which Executive has agreed.
8. No Mitigation or Setoffs. The Company agrees that if Executive's
employment by the Company terminates for any reason during the term of this
Agreement, Executive is not required to seek other employment or to attempt in
any way to reduce any amounts payable to Executive by the Company pursuant to
this Agreement. Further, any amount payable under the Plan or this Agreement to
Executive shall not be reduced by any compensation earned by Executive as the
result of employment by another employer, by retirement benefits or amounts, or
by offset against any amount claimed to be owed by Executive to the Company or
any Affiliate or otherwise.
9. Expenses and Legal Fees. The Company shall pay any legal fees and
expenses incurred by Executive in seeking in good faith to obtain or enforce any
right or benefit provided by this Agreement or the Plan, including all fees
incurred in disputing any termination of employment, regardless of whether
Executive obtains a successful result, and expenses incurred in connection with
any tax audit or proceeding to the extent attributable to the application of
Section 4999 of the Code to any payment or benefit provided to Executive. Such
payments shall be made within five business days after delivery of Executive's
written request for payment accompanied with such evidence of fees and expenses
incurred, as the Company may reasonably require. Any expenses attributable to
determinations by independent experts under any section of the Agreement (for
example, under Section 6) shall be paid by the Company.
10. Termination Procedures and Compensation During Dispute.
(a) Notice of Termination. After a Change in Control or a Potential Change
in Control and during the term of this Agreement, any purported termination of
Executive's employment (other than by reason of death) shall be communicated by
written Notice of Termination from one party to the other party to this
Agreement, in accordance with Section 12 of this Agreement. For purposes of this
Agreement, a "Notice of Termination" shall mean a notice which shall indicate
the Date of Termination and the specific termination provision in this Agreement
relied upon and shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of Executive's employment under the
provision so indicated. Further, a Notice of Termination for Cause is required
to include a copy of a resolution duly adopted by the affirmative vote of not
less than three-quarters (3/4) of the entire membership of the Board at a
meeting of the Board which was called and held for the purpose of considering
such termination (after reasonable notice to Executive and an opportunity for
Executive, together with Executive's counsel, to be heard before the Board)
finding that, in the good faith opinion of the Board, Executive was guilty of
conduct set forth in clause (i) or (ii) of the definition of Cause in this
Agreement, and specifying the particulars of such Cause in detail.
(b) Date of Termination. "Date of Termination," with respect to any
purported termination of Executive's employment after a Change in Control and
during the term of this Agreement, shall mean (1) if Executive's employment is
terminated for Disability, thirty days after Notice of Termination is given
(provided that Executive shall not have returned to the full-time performance of
Executive's duties with the Company or any Affiliate during such thirty-day
period), and (2) if Executive's employment is terminated for any other reason,
the date specified in the Notice of Termination (which, in the case of a
termination by the Company, shall not be less than thirty days (except in the
case of a termination for Cause) and, in the case of a termination by the
Executive, shall not be less than fifteen days nor more than thirty days,
respectively, from the date such Notice of Termination is given).
(c) Dispute Concerning Termination. If within fifteen days after any
Notice of Termination is given, or, if later, prior to the Date of Termination
(as determined without regard to this subsection (c)), the party receiving such
Notice of Termination notifies the other party that a dispute exists concerning
the termination, the Date of Termination shall be the date on which the dispute
is finally resolved, either by mutual written agreement of the parties or by a
final judgment, order or decree of a court of competent jurisdiction (which is
not appealable or with respect to which the time for appeal therefrom has
expired and no appeal has been perfected); provided further that the Date of
Termination shall be extended by a notice of dispute only if such notice is
given in good faith and the party giving such notice pursues the resolution of
such dispute with reasonable diligence.
(d) Compensation During Dispute. If a purported termination occurs
following a Change in Control and during the term of this Agreement, and such
termination is disputed in accordance with subsection (c) above, the Company
shall continue to pay Executive the full compensation in effect when the notice
giving rise to the dispute was given (including, but not limited to, base
salary) and continue Executive as a participant in all compensation, benefit and
insurance plans in which Executive was participating when the notice giving rise
to the dispute was given, until the dispute is finally resolved in accordance
with subsection (c) above. Amounts paid under this subsection (d) are in
addition to all other amounts due under this Agreement (other than those due
under Section 5(b) hereof) and shall not be offset against or reduce any other
amounts due under this Agreement.
11. Successors: Binding Agreement.
(a) Successors Bound. In addition to any other obligations imposed by law
upon any successor to the Company, the Company will require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of the business and/or assets of the Company,
regardless of whether such occurrence constitutes a Change in Control, to
expressly assume and agree to perform this Agreement in the same manner and to
the same extent that the Company would be required to perform it if no such
succession had taken place. Failure of the Company to obtain such assumption and
agreement prior to the effective date of any such succession shall be a breach
of this Agreement and shall entitle Executive to compensation from the Company
in the same amount and on the same terms as Executive would be entitled to
receive under this Agreement if Executive were to terminate Executive's
employment for Good Reason after a Change in Control, except that, for purposes
of implementing the foregoing, the date on which any such succession becomes
effective shall be deemed the Date of Termination.
(b) Executive. This Agreement shall inure to the benefit of, and be
enforceable by, Executive's personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees. If
Executive should die while any amount would still be payable to Executive under
this Agreement (other than any amounts which, by their terms, terminate upon the
death of the Executive) if Executive had continued to live, all such amounts,
unless otherwise provided herein, shall be paid in accordance with the terms of
this Agreement to the executors, personal representatives or administrators of
Executive's estate.
12. Notices. For purposes of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered in person or mailed by United
States registered mail, return receipt requested, postage prepaid, addressed to
the respective addresses set forth below or to a different address that is
delivered in writing to by one party to the other party, except that notice of
change of address shall be effective only upon actual receipt:
To the Company:
Crestar Financial Corporation
919 East Main Street
Richmond, Virginia 23219
Attention: Director of Human Resources
To the Executive:
Richard G. Tilghman
5104 Cary Street Road
Richmond, Virginia 23226
13. Miscellaneous. This Agreement is part of and subject to the terms of
the Plan. No provision of this Agreement may be modified, waived, or discharged
unless that waiver, modification, or discharge is agreed to in writing and
signed by Executive and by the Chairman of the Board's Human Resources and
Compensation Committee or by such officer of the Company as may be specifically
designated by the Board's Human Resources and Compensation Committee. No waiver
by either party to this Agreement at any time of any breach by the other party
of, or compliance with, any condition or provision of this Agreement to be
performed by that other party is a waiver of similar or dissimilar provisions or
conditions at the same or any prior or subsequent time. No agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter of this Agreement and the Plan have been made by either party
which are not expressly set forth in this Agreement and the Plan. The
obligations of the Company and Executive under Sections 6, 9 and 10 shall
survive the expiration of this Agreement.
14. Validity. The validity, interpretation, construction, and performance
of this Agreement are governed by the laws of Virginia (other than its
choice-of-law rules if those rules would require the application of the laws of
a state other than Virginia), to the extent that state laws are not superseded
by federal law. The invalidity or unenforceability of any provisions of this
Agreement does not affect the validity or enforceability of any other provision
of this Agreement, each of which will remain in full force and effect.
15. Counterparts. This Agreement may be executed in one or more
counterparts, each of which is deemed to be an original but all of which
together constitute one and the same instrument.
16. Disputes.
(a) Claims for Benefits. All claims for benefits by Executive shall be
submitted to the Plan Administrator in writing as set forth in the claims
procedures under the Plan.
(b) Arbitration. Any further dispute or controversy arising under or in
connection with this Agreement that is not settled between the parties and which
Executive wishes to pursue after the claims procedures under the Plan have been
exhausted, shall be settled exclusively by arbitration in accordance with the
rules of the American Arbitration Association then in effect at such location in
the Commonwealth of Virginia as Executive may select. Judgment may be entered on
the arbitrator's award in any court having jurisdiction; provided, however, that
Executive shall be entitled to seek specific performance of Executive's right to
be paid through the Date of Termination during the pendency of any dispute or
controversy arising under or in connection with this Agreement or the Plan.
17. Prior Agreements Superseded. Effective as of the date set forth on the
first page of this Agreement, any prior severance agreement between Executive
and the Company or an Affiliate is superseded in its entirety by this Agreement
and is of no further force or effect.
18. Definitions. For purposes of this Agreement and the Plan, the
following terms shall have the meanings indicated below:
(a) "Accounting Firm" means the public accounting firm retained as the
Company's independent auditor as of the date immediately prior to the Change in
Control. In the event that the Accounting Firm is serving as accountant or
auditor for the individual, entity or group effecting the Change in Control,
Executive shall be entitled to appoint another nationally recognized public
accounting firm to make the determinations required hereunder (which accounting
firm shall then be referred to as the Accounting Firm hereunder). If, however,
such firm declines or is unable to undertake the determinations assigned to it
under this Agreement, then "Accounting Firm" shall mean such other independent
accounting firm mutually agreed upon by the Company and the Executive.
(b) "Annual Base Salary" means Executive's annual base salary, determined
according to the Company's normal pay practices, as in effect on the Date of
Termination, one year before the Date of Termination, on the Control Change
Date, or one year before the Control Change Date, whichever date produces the
greatest amount.
(c) "Annual Bonus" means the higher of (1 ) the amount of the Executive's
targeted annual incentive bonus that will produce a 100% payout for the full
calendar year in which Executive's Date of Termination occurs, or (2) the
highest annual incentive bonus awarded to Executive in any of the four years
ending with the year in which Executive's Date of Termination occurs, determined
without regard to whether Executive elected to defer or not defer any such
bonus. For purposes of the preceding sentence, Annual Bonus shall be determined
under the incentive program in which the Executive participates, either the
Company's Management Incentive Plan or the Company's Production Incentive
Program or a successor or replacement plan, as applicable.
(d) "Board" means the Board of Directors of the Company.
(e) "Cause" for termination by the Company of Executive's employment,
after any Change in Control, shall mean (i) the willful and continued failure by
Executive to substantially perform Executive's duties with the Company (other
than such failure resulting from Executive's incapacity due to physical or
mental illness or any such actual or anticipated failure after the issuance of a
Notice of Termination for Good Reason pursuant to Section 10(a) of this
Agreement) after a written demand for substantial performance is delivered to
Executive by the Board, which demand specifically identifies the manner in which
the Board believes that Executive has not substantially performed Executive's
duties, or (ii) the willful engaging by Executive in conduct which is
demonstrably and materially injurious to the Company or its Affiliates,
monetarily or otherwise. For purposes of clauses (i) and (ii) of this
definition, no act, or failure to act, on Executive's part shall be deemed
"willful" unless Executive has acted, or failed to act, with an absence of good
faith and without a reasonable belief that Executive's act, or failure to act,
was in the best interests of the Company and its Affiliates. If the purpose
alleged by the Board is as set forth in clause (i) above, then Executive shall
be given the opportunity to cure such failure within a reasonable period of
time, not less than thirty days, following Executive's receipt of the Board's
demand for substantial performance.
(f) "Change in Control" means "Change in Control" as defined under the
Crestar Financial Corporation 1993 Stock Incentive Plan, as amended from time to
time, and any successor thereto.
(g) "Code" means the Internal Revenue Code of 1986, as amended at the
relevant time.
(h) "Company" means Crestar Financial Corporation and any successor to its
business and/or assets which assumes or agrees to perform this Agreement,
whether by operation of law or otherwise.
(i) "Control Change Date" means "Control Change Date" as defined under the
Crestar Financial Corporation 1993 Stock Incentive Plan, as amended from time to
time, and any successor thereto.
(j) "Date of Termination" is defined in Section 10(b) of this Agreement.
(k) "Disability" means a mental or physical condition that qualifies
Executive to
receive benefits under the Company's long-term disability plan available to
executive officers or that would qualify Executive to receive such benefits if
Executive were a participant in such plan. Disability shall be deemed the reason
for the termination by the Company of Executive's employment if Executive is
determined to have a Disability and the Company shall have given Executive a
Notice of Termination for Disability, and within thirty days after such Notice
of Termination is given, Executive shall not have returned to the full-time
performance of Executive's duties.
(l) "Executive" means the individual named in the first paragraph of this
Agreement.
(m) "Good Reason" for termination of Executive's employment with the
Company or its successor means the occurrence (without Executive's express
written consent) of any one of the following acts by the Company, or failures by
the Company to act, unless in the case of any act or failure to act described in
paragraph (1), (5), (6) or (7) below, such act or failure to act is corrected
prior to the Date of Termination specified in the Notice of Termination given in
respect thereof:
(1) the assignment to Executive of any duties inconsistent with
Executive's status as a senior officer of the Company, or a substantial adverse
alteration in the nature or status of Executive's responsibilities from those in
effect immediately prior to the Control Change Date; or
(2) a reduction by the Company in Executive's annual base salary as in
effect on the date of this Agreement or as the same may be increased from time
to time (except for across-the-board salary reductions similarly affecting all
senior officers of the Company and all senior officers of any Person in control
of the Company); or
(3) the Company's requiring Executive as a condition of Executive's
continuing employment to be based at a principal office more than twenty-five
miles from the principal office out of which Executive is working immediately
prior to a Change in Control (except for required travel on the Company's
business to an extent substantially consistent with Executive's current business
travel obligations); or
(4) the failure by the Company, without Executive's written consent, to
pay Executive any portion of Executive's current compensation (except pursuant
to an across-the-board compensation deferral by the Company which similarly
affects all senior officers of the Company and all senior officers of any Person
in control of the Company), or to pay Executive any portion of an installment of
deferred compensation under any deferred compensation program of the Company or
an Affiliate, within seven days of the date such payment is due; or
(5) the failure by the Company to continue in effect any compensation plan
in which Executive participates immediately prior to the Change in Control which
is material to Executive's total compensation, including but not limited to, the
Company's stock incentive plan and any programs in effect under such plan, any
incentive plan providing Executive the Annual Bonus and any deferred
compensation plan for such Annual Bonus, the supplemental executive retirement
plan, and nonqualified plans providing make-whole benefits not provided under
qualified plans, and the executive life insurance plan, or any substitute or
additional plans adopted prior to the Change in Control, unless an equitable
arrangement (embodied in an ongoing substitute or alternative plan) has been
made with respect to such plan, or the failure by the Company to continue
Executive's participation in any such plan (or in such substitute or alternative
plan) on a basis not materially less favorable, both in terms of the amount of
benefits provided and the level of Executive's participation relative to other
participants, as existed immediately prior to the Control Change Date; or
(6) the failure by the Company to continue to provide Executive with
benefits substantially similar to or better than those Executive enjoyed under
any of the Company's pension, life insurance, incentive, medical, health and
accident, or disability plans in which Executive was participating immediately
prior to the Control Change Date, the taking of any action by the Company which
would directly or indirectly materially reduce any of such benefits or deprive
Executive of any material fringe benefit enjoyed by Executive immediately prior
to the Control Change Date, or the failure by the Company to provide Executive
at least as many paid vacation days as Executive is entitled to receive under
the Company's normal vacation policy as in effect immediately prior to the
Control Change Date; or
(7) any purported termination of Executive's employment which is not
effected pursuant to a Notice of Termination satisfying the requirements of
Section 10(a)of this Agreement; for purposes of this Agreement, no such
purported termination shall be effective; or
(8) the failure by the Company to comply with Section 11(a) of this
Agreement because of its failure to obtain in writing the express assumption and
agreement to perform this Agreement by any successor to the Company prior to the
effective date of such succession.
Executive's right to terminate Executive's employment for Good Reason shall not
be affected by Executive's incapacity due to physical or mental illness.
Executive's continued employment shall not constitute consent to, or a waiver of
rights with respect to, any act or failure to act constituting Good Reason
hereunder.
(n) "Notice of Termination" is defined in Section 10(a) of this Agreement.
(o) "Plan" means the Crestar Financial Corporation Executive Severance
Plan, as in effect at the relevant time.
(p) "Potential Change in Control" shall be deemed to have occurred if the
conditions set forth in any one of the following paragraphs shall have been
satisfied:
(1) the Company enters into a definitive written agreement, the
consummation of which would constitute a Change in Control.
(2) the Company or any Person publicly announces an intention to take or
to consider taking actions which, if consummated, would constitute a Change in
Control; or
(3) any Person becomes the beneficial owner (within the meaning of Rule
13d-3 under the Securities Exchange Act of 1934, as amended), directly or
indirectly, of securities of the Company representing fifteen percent (15%) or
more of the combined voting power of the Company's then outstanding securities.
IN WITNESS WHEREOF, the parties have duly executed this Agreement
effective as of the date first written above.
CRESTAR FINANCIAL CORPORATION
By: ______________________________
Director of Human Resources
EXECUTIVE
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<PAGE>
EXHIBIT A
POST-TERMINATION COMPENSATION AND BENEFITS
If required pursuant to Section 6(b) of the Agreement, the Company shall pay and
provide to Executive the amounts and benefits described in this Exhibit A, as
applicable.
1. The amounts described in this paragraph 1 shall be paid by the Company to
Executive, if applicable, in the form of a lump sum cash payment, payable
promptly following the Date of Termination. The Accounting Firm shall
calculate the amounts payable under this paragraph 1.
(a) Long-Term Disability, 24-Hour AD&D and Personal Liability Coverage
and Financial Planning and Home Security. If Executive has attained
age 50 at the Date of Termination, the Company shall pay to
Executive an amount equal to the sum of:
(i) three times the Company's annual cost to provide long-term
disability, 24-hour accidental death and dismemberment and
group personal excess liability coverage (based on Executive's
coverage and the rates in effect immediately prior to the
Control Change Date or the Date of Termination, whichever is
higher, and including as part of the Company's annual cost,
any employee contributions); plus
(ii) three times the sum of the Company's annual allowances to
Executive, if applicable, for executive tax services (i.e.,
tax filing preparation and advice) and for home security,
determined immediately prior to the Control Change Date or the
Date of Termination, whichever is higher.
If Executive has not attained age 50 at the Date of Termination, the
Company shall pay to Executive an amount equal to 80% of the sum of
the amounts determined under subparagraphs (i) and (ii) of this
paragraph 1(a).
(b) Matching Contributions. The Company shall pay to Executive an
amount equal to three times the annual matching contribution under the
Thrift and Profit Sharing Plan and ANEX Plan (or any successor or
replacement plan, as applicable), assuming the same matching contribution
rate and the same percentage deferral by Executive under each such Plan as
in effect immediately prior to the Control Change Date or the Date of
Termination, whichever date produces the higher amount. If Executive is not
a participant in the Thrift and Profit Sharing Plan or the ANEX Plan (or a
successor or replacement plan) immediately prior to the earlier of the
Control Change Date or the Date of Termination, the matching contribution
rate for such Plan shall be zero for purposes of this paragraph 1(b).
(c) Health and Dental Insurance Premiums. If Executive is under age 50
at the Date of Termination, the Company shall pay to Executive an amount
equal to three times 80% of the amount of the Company's total annual
premium (i.e., sum of Company premium and employee premium) to provide
Executive with health and dental coverage, based on premium rates in effect
immediately prior to the Control Change Date or the Date of Termination,
whichever is higher, and also based on Executive's health and dental
elections in effect immediately prior to the Date of Termination. For
purposes of this paragraph 1(c), health and dental coverage shall include
coverage for the Executive's spouse and eligible dependents if elected by
Executive and in effect at the Date of Termination, but shall not include
coverage or benefits provided under a health care spending account.
2. The Company shall provide the following benefits to Executive in the form
of benefit continuation.
(a) Retiree Health and Dental Coverage. If Executive is age 50 or older
at the Date of Termination, the Company shall provide Executive, in
lieu of any payment under paragraph 1(c) of this Exhibit A, with
continuing health and dental coverage substantially identical in
terms of benefits, availability of dependent coverage and cost, as
the retiree health and dental coverage provided from time to time to
the Company's grandfathered employees who satisfied the Rule of 70
as of December 31, 1992.
(b) Executive Life Insurance (split dollar). The Company shall continue
to pay its share of premium payments for Executive's policy under
the Executive Life Insurance Plan until rollout, determined without
regard to Executive's termination of employment.
3. Any other post-termination compensation or benefit not provided for in
paragraph 1 or 2 above shall be determined under and paid in accordance
with the retirement (both qualified and non-qualified plans, including any
supplemental executive retirement plan), insurance, incentive, deferred
compensation and other compensation or benefit plans, programs and
arrangements of the Company and its Affiliates in which Executive
participates. Any payment to or on behalf of Executive pursuant to this
Exhibit A shall not terminate or abridge any other rights the Executive or
his dependents may have under a plan or program (for example, including but
not limited to, COBRA continuation of health care coverage).
EMPLOYMENT AGREEMENT
AGREEMENT by and between SunTrust Banks, Inc., a
Georgia corporation (the "Company"), and Richard G. Tilghman (the
"Executive"), dated as of July 20, 1998, but effective as of the
Effective Date (as hereinafter defined).
The Company has determined that it is in the best
interests of the Company and its stockholders to assure that it will
have the benefit of the valuable services and continued dedication of
the Executive following consummation of the merger (the "Merger") of
Crestar Financial Corporation ("Crestar") with the Company or a
subsidary of the Company pursuant to the Agreement and Plan of Merger
dated as of July 20, 1998, and the Executive has agreed to serve the
Company on the terms and conditions hereinafter set forth.
NOW, THEREFORE, for good and valuable consideration,
the receipt of which is hereby acknowledged, the Company and the
Executive hereby agree as follows:
1. Effective Date. The "Effective Date" shall mean
the date of consummation of the Merger. In the event the Merger is not
consummated, this Agreement shall be null and void and of no force and
effect.
2. Employment Period. The Company on its behalf and
on behalf of Crestar Bank ("C Bank ") hereby agrees to employ the
Executive, and the Executive hereby agrees to be employed by Company
and C Bank, subject to the terms and conditions of this Agreement, for
the period commencing on the Effective Date and ending on December 31,
2000 (the "Employment Period").
3. Terms of Employment.
(a) Position; Duties; Place of Employment.
(i) During the Employment Period,
(A) the Executive shall serve as Vice Chairman and Executive Vice
President of the Company and as Chief Executive Officer of C Bank, (B)
the Executive's services under this Agreement shall be performed
principally in the same location or locations as the Executive's
services were performed for Crestar immediately prior to the Effective
Date, (C) Executive shall operate as a "State Head" of the Company with
the same authority normally associated with such status from time to
time to run the operations of the Company in the States of Virginia and
Maryland and in the District of Columbia, and (D) the Executive shall
report directly to the Chief Executive Officer of the Company and shall
perform such additional
<PAGE>
duties not inconsistent with the Executive's position as a senior
executive of the Company as may reasonably be requested by such Chief
Executive Officer.
(ii) During the Employment Period,
and excluding any periods of vacation and sick leave to which the
Executive is entitled, the Executive agrees to devote substantially all
of his attention and time during normal business hours to the business
and affairs of the Company and to use the Executive's reasonable best
efforts to perform faithfully and efficiently the re sponsibilities
assigned to him under this Agreement. During the Employment Period, it
shall not be a violation of this Agreement for the Executive to (A)
serve on corporate, civic or charitable boards or committees, (B)
deliver lectures, fulfill speaking engagements or teach at educational
institutions and (C) manage personal investments, so long as such
activities do not unreasonably interfere with the performance of the
Executive's responsibilities as a senior executive of the Company in
accordance with this Agreement. It is expressly understood and agreed
that to the extent that any such activities have been conducted
regularly by the Executive prior to the Effective Date, the continued
conduct of such activities (or the conduct of activities similar in
nature and scope thereto) subsequent to the Effective Date shall not
thereafter be deemed to unreasonably interfere with the performance of
the Executive's responsibilities to the Company.
(b) Board Membership. As of the Effective Date, the
Board of Directors of the Company (the "Board") shall nominate the
Executive (and the Board shall elect the Executive) as a director of
the Company and the Company shall cause the Board of Directors of C
Bank (the "C Bank Board") to appoint the Executive as Chairman of the C
Bank Board. So long as the Executive serves as an employee of the
Company during the Employment Period, the Company shall cause the
Executive to be included in the slate of nominees recommended by the
Board to the Company's stockholders for election as directors at each
annual meeting of the stockholders of the Company at which his class of
directors is standing for election, and the Company shall use its best
efforts to cause the election of the Executive, including soliciting
proxies in favor of the election of the Executive, and the Company
shall cause the C Bank Board to maintain the Executive in the position
of Chairman of the C Bank Board. Executive shall resign from the
Company's Board of Directors and from the C Bank Board effective as of
the last day of his Employment Period, and his resignation shall be
accepted.
(c) Compensation.
(i) Base Salary. With respect
to each full calendar year during the Employment Period, the
Executive shall be entitled to receive base salary ("Annual
Base Salary") equal to $900,000. Such Annual Base
<PAGE>
Salary shall be paid in accordance with the Company's payroll policies
and practices for executive employees.
(ii) Annual Bonus. With respect
to each full calendar year during the Employment Period, the Executive
shall receive an annual cash bonus ("Annual Bonus") in an amount equal
to $600,000 for calendar year 1999 and $700,000 for calendar year 2000.
Such Annual Bonus shall be paid in accordance with the Company's
payroll policies and practices for executive employees.
(iii) Initial Equity-Based Awards.
As of the Effective Date, the Company shall grant to the Executive an
aggregate of 60,000 shares of restricted Company common stock (the
"Restricted Stock") and a ten-year nonqualified option (the "Option")
to acquire an aggregate of 180,000 shares of the Company's common stock
(the "Company Stock"). The Option shall have an exercise price per
share equal to the closing price per share of the Company Stock on the
New York Stock Exchange on the Effective Date and shall be subject to
anti-dilution adjustments set forth in the Company's 1995 stock option
plan under which the Option is granted . Except as otherwise provided
herein, the Option and the Restricted Stock shall vest in accordance
with the vesting schedule applicable to similarly situated executives
of the Company, but the Option and the Restricted Stock shall fully
vest in no event later than the earlier of (1) the end of the
Employment Period or (2) the occurrence of an event which fully vests
all options granted under the Company's 1995 stock option plan. The
Option and the Restricted Stock shall also become fully vested upon
Executive's death, Disability, termination of Executive's employment by
the Company without Cause and termination of Executive's employment by
the Executive for Good Reason. The Option shall have a ten (10) year
term and shall remain exercisable until the expiration of such term
unless the Executive's employment is terminated by the Company for
Cause or by the Executive without Good Reason; provided, however, that
in the event of a merger transaction involving the Company, the
foregoing shall not be construed as precluding the Option from being
treated in such transaction in the same manner as other outstanding
options held by Company employees. As promptly as practicable, and in
any event within six (6) months after the Effective Date, the Company
shall, at its expense, cause all shares of Restricted Stoc and all
shares of Company Stock subject to the Option (and the options referred
to in paragraph (iv) below) to be registered under the Securities Act
of 1933, as amended (the "Securities Act"), and registered or qualified
under applicable state laws, to be freely resold. The Company shall
maintain the effectiveness of such registration and qualification for
so long as the Executive or any member of the Executive's immediate
family owns the shares of Restricted Stock or holds any option describe
in this Agreement or owns the underlying shares of Company Stock or
until such earlier date as all such shares, without such registration
or qualification, may be freely sold without any restrictions under the
Securities Act.
(iv) Future Stock Options. At
the time the Company makes its option grant to other senior executives,
the Executive shall be granted an option to purchase 25,000 shares of
Company Stock in 1999 and in 2000. Each such option shall be granted
subject to the terms of the Company's stock option plan for a ten (10)
year term and shall be subject to the anti-dilution adjustments set
forth in such plan, provided, however, that (A) each such option shall
fully vest no late than the earlier of (1) the end of the Employment
Period or (2) the occurrence of an event which fully vests all options
granted under the Company's 1995 stock option plan, (B) each such
option shall fully vest upon Executive's death, Disability, termination
of employment by the Company without Cause and termination of
Executive's employment by the Executive for Good Reason, and (C) each
such option shall remain exercisable until the expiration of such term
unless Executive's employment is terminated by the Company for Cause or
by the Executive without Good Reason; provided, however, that in the
event of a merger transaction involving the Company, the foregoing
shall not be construed as precluding the option from being treated in
such transaction in the same manner as other outstanding options held
by Company employees. However, no options shall be granted to the
Executive under this clause (iv) if his employment by the Company
terminates before the date the option is granted; provided, however,
that any such options not theretofore granted shall be deemed to have
been granted immediately prior to the date as of which the Executive's
employment is terminated by the Company without Cause or by the
Executive for Good Reason.
(v) Supplemental Retirement
Benefit. The Company agrees that, upon the Executive's ceasing to be
employed by the Company for any reason on or before the end of the
Employment Period, the Executive shall have the right to receive, at
his election (or, in the event of his death, at the election of his
surviving spouse) either (A) the benefit payable to or in respect of
Executive under the terms of the supplemental retirement plan of
Crestar as in effect on July 20, 1998 treating all service and
compensation (salary and bonus) earned by the Executive with the
Company on and after the Effective Date as service and compensation
with Crestar or (B) the benefit payable to or in respect of the
Executive under the terms of the Company's supplemental retirement plan
as in effect on July 20, 1998, treating all service with and
compensation from Crestar prior to the Effective Date as service with,
and compensation from, the Company to the extent such service and
compensation would have been taken into account under such plan if such
service had been performed for the Company and such compensation had
been paid by the Company. No compensation under Crestar's value share
program shall be taken into account under this Section 3(c)(v).
(vi) Other Employee Benefit
Plans; Perquisites. During the Employment Period, the Executive shall
be provided with employee benefits (including, but not limited to,
medical benefits and life insurance, but excluding benefits which are
like the benefits described in Section 3(c)(i) through section 3(c)(iv)
of this Agreement) and fringe benefits and other perquisites, at a
level not less favorable than that provided to the Executive by Crestar
immediately prior to the Effective Date.
(vii) Expenses. During the
Employment Period, the Executive shall be entitled to receive prompt
reimbursement for all reasonable expenses incurred by the Executive in
accordance with the Company's policies.
(viii) Office and Support Staff.
During the Employment Period, the Executive shall be entitled to an
office or offices of a size and with furnishings and to administrative
and other support services as are provided generally to other senior
executives of the Company.
(ix) Vacation. During the
Employment Period, the Executive shall be entitled to paid vacation in
accordance with the plans, policies, programs and practices of the
Company with respect to other senior executives of the Company.
4. Termination of Employment.
(a) Death or Disability. The Executive's employment
shall terminate automatically upon the Executive's death during the
Employment Period. If the Company determines in good faith that the
Disability of the Executive has occurred during the Employment Period
(pursuant to the definition of Disability set forth below), it may give
to the Executive written notice in accordance with Section 12(b) of
this Agreement of its intention to terminate the Executive's
employment. In suc event, the Executive's employment with the Company
shall terminate effective on the 30th day after receipt of such notice
by the Executive (the "Disability Effective Date"), provided that,
within the 30 days after such receipt, the Executive shall not have
returned to full-time performance of the Executive's duties. For
purposes of this Agreement, "Disability" shall mean the absence of the
Executive from the Executive's duties with the Company on a full-time
basis for 180 consecutive business day as a result of incapacity due to
mental or physical illness which is determined to be total and
permanent by a physician selected by the Company or its insurers and
acceptable to the Executive or the Executive's legal representative.
(b) Cause. The Company may terminate the Executive's
employment during the Employment Period for Cause. For purposes of this
Agreement, "Cause" shall mean:
(i) the continued failure of the
Executive to perform substantially the Executive's duties with the
Company and its affiliates (other than any such failure resulting from
incapacity due to physical or mental illness), after a written demand
for substantial performance is delivered to the Executive by the Board
which specifically identifies the manner in which the Board believes
that the Executive has not substantially performed the Executive's
duties, or
(ii) the willful engaging by the
Executive in illegal conduct or gross misconduct, which is
materially and demonstrably injurious to the Company, or
(iii) conviction of a felony or
guilty or nolo contendere plea by the Executive with respect thereto,
which is materially and demonstrably injurious to the Company.
For purposes of this provision, no act or failure to act, on the part
of the Executive, shall be considered "willful" unless it is done, or
omitted to be done, by the Executive in bad faith or without reasonable
belief that the Executive's action or omission was in the best
interests of the Company. Any act, or failure to act, based upon
authority given pursuant to a resolution duly adopted by the Board or
upon the instructions of the Chief Executive Officer of the Company or
based upon the advic of counsel for the Company shall be conclusively
presumed to be done, or omitted to be done, by the Executive in good
faith and in the best interests of the Company. The cessation of
employment of the Executive shall not be deemed to be for Cause unless
and until there shall have been delivered to the Executive a copy of a
resolution duly adopted by the affirmative vote of not less than
two-thirds of the entire membership of the Board at a meeting of the
Board called and held for such purpose (after reasonable notice is
provided to the Executive and the Executive is given an opportunity,
together with counsel, to be heard before the Board), finding that, in
the good faith opinion of the Board, the Executive is guilty of the
conduct described in subparagraph (i), (ii) or (iii) above and
specifying the particulars thereof in detail.
(c) Good Reason. The Executive's employment may be
terminated by the Executive for Good Reason. For purposes of this
Agreement, "Good Reason" shall occur upon a good faith determination by
the Executive that the Company has materially breached any of its
obligations under this Agreement, which breach is not cured within 20
days of the receipt of written notice of such breach by the Company from
the Executive.
(d) Notice of Termination. Any termination by the
Company for Cause, or by the Executive for Good Reason, shall be
communicated by Notice of Termination to the other party hereto given
in accordance with Section 12(b) of this Agreement. For purposes of
this Agreement, a "Notice of Termination" shall mean a written notice
which (i) indicates the specific termination provision in this
Agreement relied upon, (ii) to the extent applicable, sets forth in
reasonable detail the facts and circumstances claimed to provide a
basis for termination of the Executive's employment under the provision
so indicated and (iii) if the Date of Termination (as defined below) is
other than the date of receipt of such notice, specifies the
termination date (which date shall be not more than thirty days after
the giving of such notice).
(e) Date of Termination. "Date of Termination" shall
mean (i) if the Executive's employment is terminated by the Company for
Cause, or by the Executive for Good Reason, the date of receipt of the
Notice of Termination or any later date specified therein in accordance
with this Agreement, (ii) if the Executive's employment is terminated
by the Company other than for Cause or Disability, the Date of
Termination shall be the date on which the Company notifies the
Executive of such termination and (iii) if the Executive's employment
is terminated by reason of death or Disability, the Date of Termination
shall be the date of death of the Executive or the Disability Effective
Date, as the case may be.
5. Obligations of the Company upon Termination.
(a) Good Reason; Other Than for Cause or Disability.
If, during the Employment Period, the Company shall
terminate the Executive's employment other than for
Cause or Disability or the Executive shall terminate
employment for Good Reason:
(i) the Company shall pay to the
Executive, in addition to any earned but unpaid portion of the Executive's
Annual Base Salary and Annual Bonus through the Date of Termination (the
"Accrued Obligations"), a lump sum cash payment, within 10 days after the Date
of Termination, in an amount equal to the Annual Base Salary and Annual Bonus
which would have been paid to the Executive for the remainder of the Employment
Period absent such termination;
(ii) for the remainder of the
Employment Period, the Company shall continue to provide to the Executive (and,
to the extent applicable, his spouse) medical and dental benefits (collectively
"Medical Benefits") and other welfare benefits, fringe benefits and perquisites
on the same basis as such benefits and perquisites were provided to the
Executive immediately prior to the Date of Termination;
(iii) the Option and the
Restricted Stock awards, as well as the options referred to in Section 3(c)(iv)
hereof, shall vest immediately;
(iv) the Company shall pay to the
Executive a lump sum cash payment, within 30 days after the Date of Termination,
in an amount equal to the amount the Company would have contributed on the
Executive's behalf to any qualified or supplemental defined contribution plan
for the period from the Date of Termination through and including the end of the
Employment Period, had the Executive's employment not terminated hereunder;
(v) to the extent not
theretofore paid or provided, the Company shall timely pay or provide to the
Executive any other amounts or benefits required to be paid or provided or which
the Executive is eligible to receive under any plan, program, policy or practice
or contract or agreement of the Company and its affiliated companies through the
Date of Termination, including retiree medical and dental benefits and executive
life insurance benefits in accordance with Crestar's current practice with
respect to its "grandfathered" executives (such other amounts and benefits shall
be hereinafter referred to as the "Other Benefits"); and
(vi) the Company shall pay to
Executive (and, after his death, his surviving spouse) the supplemental
retirement benefit hereunder.
(b) Death. If the Executive's employment is
terminated by reason of the Executive's death during the Employment
Period, this Agreement shall terminate without further obligations to
the Executive's legal representatives under this Agreement, other than
the payment of Accrued Obligations, the timely payment or provision of
Other Benefits to or in respect of the Executive and the payment to the
Executive's surviving spouse of the supplemental retirement benefits
hereunder. I addition, the Option and the Restricted Stock, as well as
the options referred to in Section 3(c)(iv) hereof, shall vest
immediately. Accrued Obligations shall be paid to the Executive's
estate or beneficiary, as applicable, in a lump sum in cash within 30
days of the Date of Termination.
(c) Disability. If the Executive's employment is
terminated by reason of the Executive's Disability during the
Employment Period, this Agreement shall terminate without further
obligations to the Executive, other than for payment of Accrued
Obligations, the timely payment or provision of Other Benefits and the
payment of the supplemental retirement benefit hereunder. In addition,
the Option and the Restricted Stock, as well as the options referred to
in Section 3 (c)(iv), shall vest immediately. Accrued Obligations shall
be paid to the Executive in a lump sum in cash within 30 days of the
Date of Termination.
(d) Cause; other than for Good Reason. If the
Executive's employment shall be terminated for Cause or the Executive
terminates his employment without Good Reason during the Employment
Period, this Agreement shall terminate without further obligations to
the Executive other than the obligation to pay or provide to the
Executive the Accrued Obligations and Other Benefits, in each case to
the extent theretofore unpaid or not provided, and the payment of the
supplemental retirement benefit hereunder.
(e) Effect. Any termination of the Executive's
employment shall have no effect on the continuing operation of this
Section 5.
6. Non-exclusivity of Rights. Except as specifically
provided, nothing in this Agreement shall prevent or limit the
Executive's continuing or future participation in any plan, program,
policy or practice provided by the Company or any of its affiliated
companies and for which the Executive may qualify, nor, subject to
Section 12(f), shall anything herein limit or otherwise affect such
rights as the Executive may have under any contract or agreement with
the Company or any of its affiliated companies. Amounts which are
vested benefits or which the Executive is otherwise entitled to receive
under any plan, policy, practice or program of or any contract or
agreement with the Company or any of its affiliated companies at or
subsequent to the Date of Termination shall be payable in accordance
with such plan, policy, practice or program or contract or agreement
except as explicitly modified by this Agreement.
7. No Mitigation, etc. The Company's obligation to
make the payments provided for in this Agreement and otherwise to
perform its obligations hereunder shall not be affected by any set-off,
counterclaim, recoupment, defense or other claim, right or action which
the Company may have against the Executive or others. In no event shall
the Executive be obligated to seek other employment or take any other
action by way of mitigation of the amounts payable to the Executive
under any of the provisions of this Agreement and, such amounts shall
not be reduced whether or not the Executive obtains other employment.
The Company agrees to pay or promptly reimburse the Executive for all
reasonable costs and expenses (including all reasonable legal fees and
expenses) which the Executive may reasonably incur in connection with
any dispute hereunder (regardless of the outcome thereof) relating to
the validity or enforceability of, or liability under, any provision of
this Agreemen (including as a result of any claim by the Executive
regarding the amount of any payment pursuant to this Agreement), plus
in each case interest on any delayed payment at the applicable Federal
rate provided for in Section 7872(f)(2)(A) of the Internal Revenue Code
of 1986, as amended (the "Code"); provided, however, that the foregoing
obligation shall not apply with respect to any claim by the Executive
which is determined not to have been brought in good faith.
8. Certain Additional Payments by the
Company.
(a) Anything in this Agreement to the contrary
notwithstanding, in the event it shall be determined that any payment,
distribution or other benefit provided by the Company or Crestar or any
of their affiliates to or for the benefit of the Executive (whether
paid or payable or distributed or distributable pursuant to the terms
of this Agreement or otherwise, but determined without regard to any
additional payments required under this Section 8) (a "Payment") would
be subject to the excise tax imposed by Section 4999 of the Code or any
interest or penalties are incurred by the Executive with respect to
such excise tax (such excise tax, together with any such interest and
penalties, are hereinafter collectively referred to as the "Excise
Tax"), then the Executive shall be entitled to receive an additional
payment (a "Gross-Up Payment") in an amount such that after payment by
the Executive of all taxes (including any interest or penalties imposed
with respect to such taxes), including, without limitation, any income
taxes, employment taxes and Excise Tax imposed upon the Gross-Up
Payment, the Executive retains an amount of the Gross-Up Payment equal
to the Excise Tax imposed upon the Payments.
(b) Subject to the provisions of Section 8(c), all
determinations required to be made under this Section 8, including
whether and when a Gross-Up Payment is required and the amount of such
Gross-Up Payment and the assumptions to be utilized in arriving at such
determination, shall be made by KPMG Peat Marwick LLP or such other
certified public accounting firm reasonably acceptable to the Company
as may be designated by the Executive (the "Accounting Firm"), which
shall provide detailed supporting calculations both to the Company and
the Executive within 15 business days of the receipt of notice from the
Executive that there has been a Payment, or such earlier time as is
requested by the Company. All fees and expenses of the Accounting Firm
shall be borne solely by the Company. Any Gross-Up Payment, as
determined pursuant to this Section 8, shall be paid by the Company to
the Executive within five days of the later of (i) the due date for the
payment of any Excise Tax, and (ii) the receipt of the Accounting
Firm's determination. Any determination by the Accounting Firm shall be
binding upon the Company and the Executive. As a result of the
uncertainty in the application of Section 4999 of the Code at the time
of the initial determination by the Accounting Firm hereunder, it is
possible that Gross-Up Payments which will not have been made by the
Company should have been made ("Underpayment"), consistent with the
calculations required to be made hereunder. In the event that the
Company exhausts its remedies pursuant to Section 8(c) and the
Executive thereafter is required to make a payment of any Excise Tax,
the Accounting Firm shall determine the amount of the Underpayment that
has occurred and any such Underpayment shall be promptly paid by the
Company to or for the benefit of the Executive.
(c) The Executive shall notify the Company in writing
of any claim by the Internal Revenue Service that, if successful, would
require the payment by the Company of the Gross-Up Payment. Such
notification shall be given as soon as practicable but no later than
ten business days after the Executive is informed in writing of such
claim and shall apprise the Company of the nature of such claim and the
date on which such claim is requested to be paid. The Executive shall
not pay such claim prior to the expiration of the 30-day period
following the date on which it gives such notice to the Company (or
such shorter period ending on the date that any payment of taxes with
respect to such claim is due). If the Company notifies the Executive in
writing prior to the expiration of such period that it desires to
contest such claim, the Executive shall:
(i) give the Company any
information reasonably requested by the Company relating to such claim,
(ii) take such action in
connection with contesting such claim as the Company shall reasonably request in
writing from time to time, including, without limitation, accepting legal
representation with respect to such claim by an attorney reasonably selected by
the Company,
(iii) cooperate with the Company
in good faith in order effectively to contest such claim, and
(iv) permit the Company to
participate in any proceedings relating to such claim;
provided, however, that the Company shall bear and pay directly all
costs and expenses (including additional interest and penalties)
incurred in connection with such contest and shall indemnify and hold
the Executive harmless, on an after-tax basis, for any Excise Tax or
income tax (including interest and penalties with respect thereto)
imposed as a result of such representation and payment of costs and
expenses. Without limitation on the foregoing provisions of this
Section 8(c), the Company shall control all proceedings taken in
connection with such contest and, at its sole option, may pursue or
forgo any and all administrative appeals, proceedings, hearings and
conferences with the taxing authority in respect of such claim and may,
at its sole option, either direct the Executive to pay the tax claimed
and sue for a refund or contest the claim in any permissible manner,
and the Executive agrees to prosecute such contest to a determination
before any administrative tribunal, in a court of initial jurisdiction
and in one or more appellate courts as the Company shall determine;
provided, however, that if the Company directs the Executive to pay
such claim and sue for a refund, the Company shall advance the amount
of such payment to the Executive, on an interest-free loan basis and
shall indemnify and hold the Executive harmless, on an after-tax basis,
from any Excise Tax or income tax (including interest or penalties with
respect thereto) imposed with respect to such advanc or with respect to
any imputed income with respect to such advance; and further provided
that any extension of the statute of limitations relating to payment of
taxes for the taxable year of the Executive with respect to which such
contested amount is claimed to be due is limited solely to such
contested amount. Furthermore, the Company's control of the contest
shall be limited to issues with respect to which a Gross-Up Payment
would be payable hereunder and the Executive shall be entitled to
settle or contest, as the case may be, any other issue raised by the
Internal Revenue Service or any other taxing authority.
(d) If, after the receipt by the Executive of an
amount advanced by the Company pursuant to section 8(c), the Executive
becomes entitled to receive any refund with respect to such claim, the
Executive shall (subject to the Company's complying with the
requirements of Section 8(c)) promptly pay to the Company the amount of
such refund (together with any interest paid or credited thereon after
taxes applicable thereto). If, after the receipt by the Executive of an
amount advanced as an interest free loan by the Company pursuant to
Section 8(c), a determination is made that the Executive shall not be
entitled to any refund with respect to such claim and the Company does
not notify the Executive in writing of its intent to contest such
denial of refund prior to the expiration of 30 days after such
determination, then such loan shall be forgiven and shall not be
required to be repaid and the amount of such loan shall offset, to the
extent thereof, the amount of Gross-Up Payment required to be paid.
9. Confidential Information.
(a) The Executive shall hold in a fiduciary capacity
for the benefit of the Company all secret or confidential information,
knowledge or data relating to the Company or any of its affiliated
companies, and their respective businesses, which shall have been
obtained by the Executive during the Executive's employment by the
Company or any of its affiliated companies and which shall not be or
become public knowledge (other than by acts by the Executive or
representatives of the Executive in violation of this Agreement). After
termination of the Executive's employment with the Company, the
Executive shall not, without the prior written consent of the Company
or as may otherwise be required by law or legal process, communicate or
divulge any such information, knowledge or data to anyone other than
the Company and those designated by it. In no event shall an asserted
violation of the provisions of this Section 9 constitute a basis for
deferring or withholding any amounts otherwise payable to the Executive
under this Agreement.
(b) In the event of a breach or threatened
breach of this Section 9, the Executive agrees that the Company shall (in
addition to any other remedy available to the Company) be entitled to injunctive
relief in a court of appropriate jurisdiction to remedy any such breach or
threatened breach, the Executive hereby acknowledging that damages would be
inadequate and insufficient.
(c) Any termination of the Executive's employment or
of this Agreement shall have no effect on the continuing operation of this
Section 9.
10. Anti-Pirating.
(a) The Executive shall not, during the one year
period following his termination of employment for any reason under
this Agreement, seek to employ on his own behalf or on behalf of any
other person, firm, or corporation which engages, directly or
indirectly, in the same business as the Company or Crestar, any person
who was employed as an employee by the Company or Crestar in an
executive, managerial or supervisory capacity at any time during the
Executive's employment by the Company or Crestar and who has not
thereafter ceased to be employed in such capacity by the Company or
Crestar for a period of at least one (1) year.
(b) In the event of a breach or
threatened breach of this Section 10, the Executive agrees that the Company
shall (in addition to any other remedy available to the Company) be entitled to
injunctive relief in a court of appropriate jurisdiction to remedy any such
breach or threatened breach, the Executive hereby acknowledging that damages
would be inadequate and insufficient.
11. Successors.
(a) This Agreement is personal to the
Executive and without the prior written consent of the Company shall not be
assignable by the Executive otherwise than by will or the laws of descent and
distribution. This Agreement shall inure to the benefit of and be enforceable by
the Executive's legal representatives.
(b) This Agreement shall inure to the
benefit of and be binding upon the Company and its successors and
assigns.
(c) The Company will require any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of the business and/or assets of the Company
to assume expressly and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to
perform it if no such succession had taken place. As used in this
Agreement, "Company" shall mean the Company as hereinbefore defined and
any successor to its business and/or assets as aforesaid which assumes
and agrees to perform this Agreement by operation of law, or otherwise.
12. Miscellaneous.
(a) This Agreement shall be governed by and construed
in accordance with the laws of the State of Virginia, without reference
to principles of conflict of laws. The captions of this Agreement are
not part of the provisions hereof and shall have no force or effect.
This Agreement may not be amended or modified otherwise than by a
written agreement executed by the parties hereto or their respective
successors and legal representatives.
(b) All notices and other communications hereunder
shall be in writing and shall be given by hand delivery to the other
party or by registered or certified mail, return receipt requested,
postage prepaid, addressed as follows:
If to the Executive:
Richard G. Tilghman
Crestar Financial Corporation
919 East Main Street
Richmond, Virginia 23261
If to the Company:
SunTrust Banks, Inc.
303 Peachtree Street
Atlanta, Georgia 30308
Attention: General Counsel
or to such other address as either party shall have furnished to the
other in writing in accordance herewith. Notice and communications shall be
effective when actually received by the addressee.
(c) The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement.
(d) The Company may withhold from any amounts payable
under this Agreement such federal, state, local or foreign taxes as
shall be required to be withheld pursuant to any applicable law or
regulation.
(e) The Executive's or the Company's failure to
insist upon strict compliance with any provision of this Agreement or
the failure to assert any right the Executive or the Company may have
hereunder, including, without limitation, the right of the Executive to
terminate employment for Good Reason pursuant to Section 4(c) of this
Agreement, shall not be deemed to be a waiver of such provision or
right or any other provision or right of this Agreement.
(f) From and after the Effective Date, this Agreement
shall supersede any other employment, severance or change in control
agreement between the parties hereto or between the Executive and
Crestar, including Crestar's Executive Severance Plan as in effect for
Executive immediately prior to the Effective Date (the "Severance
Agreement") and no such employment, severance or change in control
agreement, including the Severance Agreement, shall have any further
force or effect whatsoever.
13. Dispute Resolution. In the event of any dispute
or controversy arising under or in connection with this Agreement, the
parties shall settle such dispute or controversy exclusively by
arbitration in Richmond, Virginia, in accordance with the rules of the
American Arbitration Association then in effect. Judgment may be entered
on the arbitrator's award in any court having jurisdiction.
14. Indemnification. To the fullest extent permitted
by law, the Company shall indemnify the Executive (including the
advancement of expenses) for any judgments, fines, amounts paid in
settlement and reasonable expenses, including attorneys' fees, incurred
by the Executive in connection with the defense of any lawsuit or other
claim to which he is made a party by reason of being an officer,
director or employee of the Company or any of its affiliates during the
Employment period and for at least three (3) years thereafter, the
Company shall make every reasonable effort to maintain customary
director and officer liability insurance covering the Executive for
acts and omissions during the Employment Period. Any termination of the
Executive's employment or of this Agreement shall have no effect on the
continuing operation of this Section 14.
<PAGE>
IN WITNESS WHEREOF, the parties have executed this
Agreement on the date and year first above written.
SunTrust Banks, Inc.
By:___________________________
Name: L. Phillip Humann
Title: Chairman of the Board and
Chief Executive Officer
-----------------------------
Richard G. Tilghman
EXHIBIT 10.28
CRESTAR FINANCIAL CORPORATION
CRESTAR BANK
Certificate
I, James J. Kelley, hereby certify that I am the duly elected and
qualified Human Resources Director of Crestar Financial Corporation and Crestar
Bank. I further certify that I have today adopted the amendment to the Crestar
Financial Corporation Executive Severance Plan attached to this Certificate as
Exhibit I, pursuant to actions taken by the Board of Directors on October 23,
1998, and by the Board's Human Resources and Compensation Committee on October
22, 1998, which actions remain in full force and effect as of this date.
Dated: December 30, 1998 ___________________________________
James J. Kelley
<PAGE>
Exhibit I
Amendment to the
Crestar Financial Corporation
Executive Severance Plan
- --------------------------------------------------------------------------------
As approved by the Board of Directors of Crestar Financial Corporation on
October 23, 1998, and by the Board's Human Resources and Compensation on October
22, 1998, the Crestar Financial Corporation Executive Severance Plan (the
"Plan") is amended as follows, effective as of the date set forth below:
Effective with the consummation of the merger (the "Merger") between
Crestar Financial Corporation ("Crestar") and SMR Corporation, a wholly
owned subsidiary of SunTrust Banks, Inc. ("STI"), the definition of
Administrator shall mean the Chief Executive Officer of STI and the Chief
Executive Officer of Crestar. Such Administrators shall have authority to
delegate any administrative duties under the Plan as they may deem
appropriate. If either of such Administrators ceases to serve for any
reason, the Board of Directors of STI shall appoint a successor to the
Chief Executive Officer of STI and the members of the Board of Directors
of STI who, immediately prior to the Merger, were non-employee members of
Crestar's Board of Directors, shall appoint a successor to the Chief
Executive Officer of Crestar.
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
<TABLE>
<CAPTION>
Table of Contents
Section Page
<S> <C>
Introduction .......................................................................... 1
Article 1-General ..................................................................... 1
1.01. Plan Creates No Separate Rights ............................................ 1
(a) Rights only by statute ............................................... 1
(b) No employment rights ................................................. 1
1.02. Delegation of Authority .................................................... 1
(a) Sponsor .............................................................. 1
(b) Other Employers ...................................................... 1
(c) Administrator's Rules ................................................ 2
1.03. Limitation of Liability .................................................... 2
(a) Section governs ...................................................... 2
(b) Individual liability ................................................. 2
(c) Co-Fiduciary liability ............................................... 2
(d) Co-Trustee relationship .............................................. 2
(e) Allocating and delegating ............................................ 3
(f) Release .............................................................. 3
1.04. Legal Action ............................................................... 3
1.05. Benefits Supported Only by Plan Assets and Sponsor ......................... 3
1.06. Administration Standards ................................................... 4
1.07. Plan Sponsor and Other Employers ........................................... 4
(a) Sponsor .............................................................. 4
(b) Other Employers ...................................................... 4
1.08. Method of Participation .................................................... 4
1.09. Withdrawal by Employer ..................................................... 5
(a) Notice ............................................................... 5
(b) Division of Plan Assets .............................................. 5
(c) No prohibited purpose ................................................ 5
1.10. Tax Year ................................................................... 6
1.11. Suspension Periods ......................................................... 6
</TABLE>
-i-
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
<TABLE>
<CAPTION>
<S> <C>
Article 2-Participation ............................................................... 1
2.01. Conditions of Participation ................................................ 1
(a) Special participation rule ........................................... 1
(b) Beginning participation .............................................. 1
2.02. Employment and Eligibility Status Changes .................................. 1
(a) Changing to non-Covered Employee ..................................... 1
(b) Changing to Covered Employee ......................................... 2
2.03. Renewed Participation ...................................................... 2
2.04. Determination of Eligibility ............................................... 2
2.05. Enrollment ................................................................. 2
(a) Application .......................................................... 2
(b) Acknowledgment ....................................................... 2
(c) Benefit exhibits ..................................................... 2
(d) Participants, Active Participants .................................... 3
2.06. Certification of Participation ............................................. 3
2.07. Suspension Periods ......................................................... 3
Article 3-Contributions ............................................................... 1
3.01. Suspension Periods ......................................................... 1
3.02. General Provisions on Employer Contributions ............................... 1
(a) Section is primary ................................................... 1
(b) Qualification intended ............................................... 1
(c) Questioned qualification ............................................. 1
(d) Pension Benefit Guaranty Corporation determination ................... 2
(e) Deductions intended .................................................. 2
(f) Mistake of fact ...................................................... 2
(g) Exclusive purpose .................................................... 2
(h) Determining contributions ............................................ 3
(i) Contributing ......................................................... 3
(j) Cash or proper1y ..................................................... 3
(k) No Profit required ................................................... 3
(l) Administrator's discretion ........................................... 3
(m) Administrator's Rules ................................................ 3
3.03. General Provisions on Employee Contributions ............................... 4
(a) Limited effect of section ............................................ 4
</TABLE>
-ii-
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
<TABLE>
<CAPTION>
<S> <C>
(b) Section is primary ................................................... 4
(c) Payroll deduction .................................................... 4
(d) Not Payroll deduction ................................................ 4
(e) Contributions Nonforfeitable ......................................... 5
(f) Time for contributions ............................................... 5
(g) Transfers by Employers ............................................... 5
(h) Transfers by Administrator ........................................... 5
(i) Allocation determines time of Accrued Benefit ........................ 5
(j) Limitations relating to Securities and
Employee Contribution Accounts ....................................... 5
(k) Mandatory Contributions .............................................. 6
3.04. General Provisions on Elective Deferrals ................................... 6
(a) Section is primary ................................................... 6
(b) Limited effect of section ............................................ 6
(c) Elective Deferral .................................................... 6
(d) Contributions Nonforfeitable ......................................... 7
(e) Transfers by Employers ............................................... 7
(f) Allocation determines time of Accrued Benefit ........................ 7
(g) Limitations relating to Securities and
Employee Contribution Accounts ....................................... 8
3.05. Cash and Non-cash Contributions ............................................ 8
(a) Non-cash contributions allowed ....................................... 8
(b) Value of non-cash contributions ...................................... 8
(c) Specific forms allowed ............................................... 8
3.06. Compensation-adjustment Elections .......................................... 9
(a) Limited effect of section ............................................ 9
(b) Form ................................................................. 9
(c) Election ............................................................. 9
(d) Contents ............................................................. 9
(e) Closing Dates ........................................................ 10
(f) Separate elections and continuing effect ............................. 10
(g) Limiting Compensation-adjustment Elections ........................... 10
(h) Expanding election allowances ........................................ 11
(i) Time election is effective ........................................... 11
(j) Modifications and rejections ......................................... 11
(k) Instructions to Employers ............................................ 11
3.07. Internal Reserve ........................................................... 12
(a) Limited effect of section ............................................ 12
(b) Additions to Internal Reserve ........................................ 12
(c) Reductions of Internal Reserve ....................................... 12
</TABLE>
-iii-
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
<TABLE>
<CAPTION>
<S> <C>
(d) Directions relating to Internal Reserve .............................. 12
3.08. Basic Contribution ......................................................... 13
(a) Contribution calculated .............................................. 13
(b) Pre-termination contribution ......................................... 13
3.09. Matching Contributions ..................................................... 13
(a) Matching Contributions ............................................... 13
(b) Designated Matching Contributions .................................... 14
3.10. Plan Liability Account Increases. .......................................... 14
(a) Excess benefits ...................................................... 14
(b) Excess benefit earnings .............................................. 14
(c) Supplemental ......................................................... 15
(d) Ordering ............................................................. 15
(e) Elective Deferrals ................................................... 15
(f) Elective Deferral earnings ........................................... 15
3.11. Transfers .................................................................. 15
3.12. Voluntary Contributions .................................................... 16
(a) Voluntary Contributions subject to
Sponsor's Designee announcement ...................................... 16
(b) Voluntary Contribution limitations ................................... 16
(c) Cumulative allowance ................................................. 16
(d) Annual limitation .................................................... 17
(e) Returned contributions ............................................... 17
Article 4-Allocations ................................................................. 1
4.01. General Allocation Rules and Limitations ................................... 1
(a) Suspension Periods ................................................... 1
(b) General limits ....................................................... 1
(c) Deductibility limitation ............................................. 1
(d) Unallocated assets ................................................... 1
(e) Non-cash contributions ............................................... 2
(f) Maximum Annual Addition limitations .................................. 2
(g) Special Annual Addition allowances and limitations ................... 2
(h) Limitation related to excise taxes ................................... 2
4.02. Accounts ................................................................... 2
(a) Named Accounts generally ............................................. 2
(b) Plan Liability Accounts .............................................. 3
(c) Employer Contribution Accounts ....................................... 3
</TABLE>
-iv-
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
<TABLE>
<CAPTION>
<S> <C>
(d) Accounts that make up Employer Contribution Account .................. 3
(e) After-tax Savings Account ............................................ 4
4.03. Formula Allocations ........................................................ 4
(a) General .............................................................. 4
(b) Program of Allocations ............................................... 5
(c) Notices Required ..................................................... 5
4.04. Basic Contribution Allocations ............................................. 5
(a) Formula allocations .................................................. 5
(b) Sponsor designation .................................................. 5
(c) Failure to designate ................................................. 6
4.05. Matching Contribution Allocations .......................................... 6
(a) Formula allocations .................................................. 6
(b) Sponsor designation .................................................. 6
(c) Failure to designate ................................................. 7
4.06. Allocations to Pre-tax Savings Accounts .................................... 7
(a) Formula allocations .................................................. 7
(b) Sponsor designation .................................................. 7
(c) Failure to designate ................................................. 7
4.07. Employee After-Tax Contribution Allocations ................................ 8
(a) Voluntary Contributions .............................................. 8
(b) Excess Participant Contributions ..................................... 8
Article 5-Vesting ..................................................................... 1
5.01. Suspension Period .......................................................... 1
5.02. Vested Benefits ............................................................ 1
(a) Nonforfeitable Accounts .............................................. 1
(b) Full vesting ......................................................... 1
(c) Nullifying Plan provisions ........................................... 1
5.03. Forfeitures ................................................................ 2
(a) Basic rules governing time of Forfeiture ............................. 2
(b) Time of distributions in relationship to time of Forfeiture .......... 2
(c) Allocation of Forfeitures ............................................ 3
Article 6-Distributions ............................................................... 1
6.01. General Provisions on Benefits, Distributions, Transfers ................... 1
(a) Suspension Periods ................................................... 1
</TABLE>
-v-
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
<TABLE>
<CAPTION>
<S> <C>
(b) Article controls ..................................................... 1
(c) Administrator authori1y and discretion ............................... 1
(d) Discharge of liability ............................................... 1
(e) Transfers on notice from Sponsor ..................................... 2
(f) Plan termination distributions ....................................... 2
(g) Special distributions allowed ........................................ 2
(h) Unclaimed benefits ................................................... 3
(i) Recapture of payments ................................................ 3
(j) Limits on assignment ................................................. 3
(k) Garnishments ......................................................... 3
(l) Distributions to minors and incompetents ............................. 3
(m) General rule for valuing Accounts for distributions .................. 4
(n) Administrator's valuation adjustment ................................. 4
(o) Two-part distributions ............................................... 4
6.02. Claims ..................................................................... 5
(a) Distributions without claims ......................................... 5
(b) Claims to Administrator .............................................. 5
(c) Administrator's response ............................................. 5
(d) Denied claims ........................................................ 5
6.03. Review of Claims ........................................................... 6
(a) Administrator's review ............................................... 6
(b) Possible hearing ..................................................... 6
(c) Review decision time limit ........................................... 6
(d) Allowances if a committee reviews .................................... 6
(e) Determination final .................................................. 7
6.04. Death Distributions ........................................................ 7
(a) Amount to which section applies ...................................... 7
(b) Ordering distribution ................................................ 7
(c) Valuing the Account .................................................. 7
(d) Death before termination of employment ............................... 8
(e) Death after termination of employment ................................ 8
6.05. Distributions on Events .................................................... 8
(a) When section applies ................................................. 8
(b) Allocation entitlements .............................................. 9
(c) Distributions ........................................................ 9
(d) Involuntary Cash-out ................................................. 10
6.06. Methods of Distribution .................................................... 11
(a) Forms first .......................................................... 11
(b) Designation to Administrator ......................................... 11
</TABLE>
-vi-
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
<TABLE>
<CAPTION>
<S> <C>
(c) Other provisions limit ............................................... 11
(d) Change requests ...................................................... 12
(e) Methods .............................................................. 12
(f) Restrictions ......................................................... 12
(g) Further change allowed ............................................... 12
(h) Emergency payments ................................................... 13
6.07. In-Service Withdrawals ..................................................... 13
(a) Written request to Administrator ..................................... 13
(b) Forfeiture ........................................................... 14
(c) Directing distributions .............................................. 14
(d) Hardship withdrawals ................................................. 14
(e) Hardships ............................................................ 14
(f) Withdrawals from After-tax Savings Accounts .......................... 15
Article 7-Death Benefits .............................................................. 1
7.01. Proof of Death ............................................................. 1
7.02. Designation of Beneficiary ................................................. 1
(a) Application of section ............................................... 1
(b) Beneficiaries ........................................................ 1
Article 8-Amendment, Termination, and Merger .......................................... 1
8.01. Exercise of Powers ......................................................... 1
(a) Source of powers ..................................................... 1
(b) Power to amend ....................................................... 1
(c) General power to amend, terminate, or transfer assets/liabilities .... 2
(d) Sponsor's powers suspended ........................................... 2
8.02. Amendment .................................................................. 2
(a) Sponsor .............................................................. 2
(b) No diversion or assignment ........................................... 3
(c) Administrative expenses, diversions, and reversions .................. 4
8.03. Plan Merger or Asset Transfer .............................................. 4
(a) Reduction of benefits ................................................ 4
(b) Sponsor's Designee's written directions .............................. 4
8.04. Discontinuance of Contributions ............................................ 5
(a) EmpIoyers ............................................................ 5
(b) Not a termination .................................................... 5
8.05. Termination ................................................................ 5
</TABLE>
-vii-
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
<TABLE>
<CAPTION>
<S> <C>
(a) General termination rules ............................................ 5
(b) Notice ............................................................... 5
(c) Termination as to specific Participants or groups of Participants .... 6
(d) Termination as to specific Plan benefits ............................. 6
(e) Partial termination .................................................. 6
(f) Allocation of Plan Assets ............................................ 6
(g) Liquidation .......................................................... 7
(h) Distributions ........................................................ 7
(i) No further rights .................................................... 7
8.06. Effect of Employer Transactions ............................................ 8
8.07. Allocation of Plan Assets .................................................. 8
(a) Application of subsections ........................................... 8
(b) Pre-termination allocations .......................................... 8
(c) Application of ERISA section 4044 .................................... 8
(d) Special benefits ..................................................... 8
8.08. Restrictions Applicable Under Certain Circumstances ........................ 9
8.09. Rules About Entities Exercising Powers ..................................... 9
(a) Exhibits ............................................................. 9
(b) Power to amend ....................................................... 9
(c) Power to terminate ................................................... 9
(d) Power over mergers ................................................... 10
(e) Power over asset or liability transfers .............................. 10
(f) Power to delegate .................................................... 10
(g) Other powers ......................................................... 11
(h) Relationship to other Plan provisions ................................ 11
(i) Exercise of power .................................................... 11
8.10. Trigger Events, Restoration Events and Consequences ........................ 11
(a) Application of section ............................................... 11
(b) Limitation on amendment and termination rights ....................... 11
(c) Mergers and asset and liability transfers ............................ 12
(d) Consent to actions of Administrator .................................. 12
(e) Consent to actions of Committees ..................................... 12
(f) Other powers suspended ............................................... 12
(g) Restoration events ................................................... 13
Article 9-Funding and Related Rules ................................................... 1
9.01. Suspension Periods ......................................................... 1
</TABLE>
-viii-
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
<TABLE>
<CAPTION>
<S> <C>
9.02. Trust Agreements ........................................................... 1
9.03. Trust Fund: General Amounts: Segregated Amounts ............................ 1
(a) General .............................................................. 1
(b) Trusts and accounts .................................................. 2
9.04. Valuation of Trust Fund or Other Plan Assets ............................... 2
(a) Conclusive ........................................................... 2
(b) Employer Contribution Accounts ....................................... 2
(c) Employee Contribution Accounts ....................................... 3
9.05. Investment Options ......................................................... 3
(a) Participant directions ............................................... 3
(b) Changes in investments ............................................... 3
9.06. Directing a Trustee or Holder of Plan Assets ............................... 3
(a) Persons who deal with a Trustee, co-Trustee,
or holder of Plan Assets ............................................. 3
(b) Appraisals ........................................................... 3
(c) Instructions regarding Employer ERISA Securities ..................... 4
(d) Compliance with Administrator's directions ........................... 4
(e) Trustee's or holder's inability or unwillingness
to comply with directions ............................................ 4
9.07. Participant-directed Investments ........................................... 4
(a) Conditional effectiveness ............................................ 5
(b) Divestment ........................................................... 5
(c) Participant directions limited ....................................... 6
(d) Communication of directions .......................................... 6
(e) Directed investments ................................................. 6
(f) Percentage limitations ............................................... 7
(g) Direction by Participants ............................................ 7
(h) Creation of funds .................................................... 8
(i) Fund for Nondirected Accounts ........................................ 8
(j) Other Participant rights ............................................. 9
(k) Separation from Service .............................................. 9
(l) Post-employment rights ............................................... 9
(m) Trustee exoneration .................................................. 10
(n) Participant-provoked appraisals ...................................... 10
(o) Voting stock from Participant directions ............................. 10
(p) Charges and expenses ................................................. 11
(q) Phantom Investments .................................................. 11
9.08. Voting of Shares ........................................................... 11
</TABLE>
-ix-
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
<TABLE>
<CAPTION>
<S> <C>
(a) Trustee's exercise of rights regarding Employer Securities ........... 11
(b) Taxation ............................................................. 12
(c) Information to Participants .......................................... 12
Article 10-Administration ............................................................. 1
10.01. Fiduciaries Allocation of Responsibility ................................... 1
(a) Suspension Periods ................................................... 1
(b) Named Fiduciaries .................................................... 1
(c) Multiple-person Fiduciaries .......................................... 1
(d) Sponsor .............................................................. 1
(e) Trustee .............................................................. 2
(f) Administrator ........................................................ 2
(g) Alternate Administrator .............................................. 2
(h) Lack of designation .................................................. 2
(i) Allocation of responsibility ......................................... 3
(j) Separate liability ................................................... 3
10.02. Administrator Appointment, Removal, Successors, Except During a
Suspension Period .......................................................... 3
(a) Application of section ............................................... 3
(b) Administrator appointment ............................................ 3
(c) Administrator resignation, removal ................................... 3
(d) Successor Administrator appointment .................................. 4
(e) Successor Administrator-member appointment ........................... 4
(f) Qualification ........................................................ 4
10.03. Administrator Appointment, Removal, Successors During
a Suspension Period ........................................................ 4
(a) Application of section ............................................... 4
(b) General .............................................................. 4
(c) Suspension of Sponsor's powers ....................................... 5
(d) Removal .............................................................. 5
(e) Removal for interest ................................................. 5
(f) Resignation .......................................................... 6
(g) Successor appointment ................................................ 7
(h) Additional and successor Administrator-members:
continuing service ................................................... 7
(i) Qualification ........................................................ 7
10.04. Alternate Administrator Appointment, Removal Successors,
Except During a Suspension Period .......................................... 7
(a) Application of section ............................................... 7
(b) Alternate Administrator appointment .................................. 7
</TABLE>
-x-
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
<TABLE>
<CAPTION>
<S> <C>
(c) Alternate Administrator resignation, removal ......................... 8
(d) Successor Alternate Administrator-member appointment ................. 8
(e) Qualification ........................................................ 8
10.05. Alternate Administrator Appointment, Removal, Successors
During a Suspension Period ................................................. 8
(a) Application of section ............................................... 8
(b) Alternate Administrator appointment .................................. 9
(c) Suspension of Sponsor's powers ....................................... 9
(d) Removal: resignation ................................................. 9
(e) Additional and successor Alternate Administrator-
members-, continuing service ......................................... 9
(f) Qualification ........................................................ 10
10.06. Operation of Administrator ................................................. 10
(a) Records .............................................................. 10
(b) Multiple-person Administrator's acts and decisions ................... 10
(c) Delegations by a multiple-person Administrator ....................... 10
10.07. Other Fiduciary Appointment, Removal, Successors,
Except During a Suspension Period .......................................... 11
(a) Application of section ............................................... 11
(b) Other Fiduciaries generally .......................................... 11
(c) Appointment .......................................................... 11
(d) Resignation removal .................................................. 11
(e) Successor appointment ................................................ 12
(f) Qualification ........................................................ 12
(g) Related parties ...................................................... 12
10.08. Other Fiduciary Appointment, Removal, Successors
During a Suspension Period ................................................. 12
(a) Application of section ............................................... 12
(b) Other Fiduciaries Generally .......................................... 12
(c) General .............................................................. 13
(d) Suspension of Sponsor's powers ....................................... 13
(e) Removal by Administrator ............................................. 13
(f) Removal by other Fiduciary ........................................... 13
(g) Resignation .......................................................... 14
(h) Successor appointment ................................................ 14
(i) Additional Fiduciaries: continuing service ........................... 14
(j) Qualification ........................................................ 14
10.09. Operation of Multiple-Person Fiduciaries ................................... 15
(a) Other Fiduciaries generally .......................................... 15
</TABLE>
-xi-
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
<TABLE>
<CAPTION>
<S> <C>
(b) Suspension Period .................................................... 15
(c) Rules and guidelines ................................................. 15
(d) Records .............................................................. 15
(e) Multiple-person Fiduciary's acts and decisions ....................... 15
(f) Multiple-person Fiduciary's delegation of authority .................. 16
(g) Ministerial duties ................................................... 16
10.10. Administrator's Plan Committees' Powers and Duties ......................... 16
(a) Plan decisions ....................................................... 16
(b) Conclusive determination ............................................. 16
(c) Participation ........................................................ 17
(d) Agents and advisors .................................................. 17
10.11. Discretion of Administrator, Plan Committees ............................... 17
(a) Exclusive discretion ................................................. 17
(b) Waivers .............................................................. 18
10.12. Records and Reports ........................................................ 18
(a) Reports .............................................................. 18
(b) Records .............................................................. 18
10.13. Payment of Expenses ........................................................ 18
10.14. Notification to Interested Parties ......................................... 19
10.15. Notification of Eligibility ................................................ 19
10.16. Other Notices .............................................................. 19
10.17. Annual Statement ........................................................... 19
10.18. Limitation of Administrator's and Plan Committees' Liability ............... 19
(a) Separate liability ................................................... 19
(b) Indemnification ...................................................... 20
(c) Fiduciaries .......................................................... 20
10.19. Errors and Omissions ....................................................... 20
10.20. Communication of Directions from Participants .............................. 21
10.21. Investment Committee ....................................................... 21
(a) Application of section ............................................... 21
(b) Appointment, resignation, removal .................................... 21
(c) Investment Managers .................................................. 21
</TABLE>
-xii-
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
<TABLE>
<CAPTION>
<S> <C>
10.22. Selection of Investment Media .............................................. 21
(a) Discretion of Investment Committee ................................... 22
(b) Specific investment media ............................................ 22
(c) Additional investment media .......................................... 22
Article 11-Definitions ................................................................ 1
11.01. Account .................................................................... 1
11.02. Accrued Benefit ............................................................ 1
11.03. Acquiring Person ........................................................... 2
11.04. Active Participant ......................................................... 2
11.05. Administrator .............................................................. 2
11.06. Administrator's Rules ...................................................... 2
11.07. Affiliate means as to an Employer .......................................... 2
11.08. Affiliate-maintained ....................................................... 3
11.09. After-tax Savings Account .................................................. 3
11.10. Age ........................................................................ 3
11.11. Agreement .................................................................. 3
11.12. Allocation Period .......................................................... 3
11.13. Alternate Administrator .................................................... 3
11.14. Annual Addition ............................................................ 3
11.15. Assignment or Alienation ................................................... 4
11.16. Associate .................................................................. 5
11.17. Associated Plan ............................................................ 5
11.18. Basic Contribution ......................................................... 5
11.19. Beneficiary or Beneficiaries ............................................... 5
11.20. Board or Board of Directors ................................................ 5
</TABLE>
-xiii-
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
<TABLE>
<CAPTION>
<S> <C>
11.21. Closing Date ............................................................... 6
11.22. Code ....................................................................... 6
11.23. Compensation ............................................................... 6
11.24. Compensation-adjustment Election ........................................... 7
11.25. Continuing Directors ....................................................... 7
11.26. Contract ................................................................... 7
11.27. Control, Controlling ....................................................... 8
11.28. Control Affiliate .......................................................... 8
11.29. Covered Employee ........................................................... 8
11.30. Defined Benefit Plan ....................................................... 8
11.31. Defined Contribution Plan .................................................. 8
11.32. Disability ................................................................. 8
11.33. Early Retirement ........................................................... 8
11.34. Earnings ................................................................... 9
11.35. Effective Date ............................................................. 9
11.36. EIAP ....................................................................... 9
11.37. Elective Deferral .......................................................... 9
11.38. Elective Deferral Earnings Factor .......................................... 9
11.39. Eligible Employee .......................................................... 9
11.40. Eligible Individual Account Plan ........................................... 10
11.41. Employee ................................................................... 10
11.42. Employee Contribution ...................................................... 10
11.43. Employee Contribution Account .............................................. 10
</TABLE>
-xiv-
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
<TABLE>
<CAPTION>
<S> <C>
11.44. Employer ................................................................... 10
11.45. Employer Contribution Account .............................................. 10
11.46. Employer-designated Suspense Account ....................................... 11
11.47. Employer ERISA Security .................................................... 11
11.48. Employer-maintained ........................................................ 11
11.49. Employer Real Property ..................................................... 11
11.50. Employer Security .......................................................... 11
11.51. Employer Stock ............................................................. 11
11.52. Employer Stock Fund ........................................................ 11
11.53. Entry Date ................................................................. 11
11.54. ERISA ...................................................................... 12
11.55. ERISA Affiliate ............................................................ 12
11.56. ERISA Security ............................................................. 12
11.57. Excess-benefit Plan ........................................................ 12
11.58. Fiduciary .................................................................. 12
11.59. Financial Trigger Event .................................................... 13
11.60. First-tier Trigger Event ................................................... 14
11.61. Fiscal Year ................................................................ 14
11.62. Forfeiture, Forfeit ........................................................ 14
11.63. Fund and Trust Fund ........................................................ 15
11.64. General Accounts ........................................................... 15
11.65. Hour of Service ............................................................ 15
11.66. Insurer .................................................................... 15
</TABLE>
-xv-
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
<TABLE>
<CAPTION>
<S> <C>
11.67. Interested Person or Interested Party ...................................... 15
11.68. Internal Reserve ........................................................... 15
11.69. Introduction ............................................................... 15
11.70. Investment Committee ....................................................... 15
11.71. Investment Fund ............................................................ 15
11.72. Investment Manner .......................................................... 16
11.73. Involuntary Cash-out ....................................................... 16
11.74. Leave of Absence ........................................................... 16
11.75. Limited Addition ........................................................... 17
11.76. Limited Additions Earnings Factor .......................................... 17
11.77. Limited Benefit ............................................................ 17
11.78. Majority-owned Subsidiary .................................................. 17
11.79. Mandatory Contributions .................................................... 17
11.80. Matching Contribution ...................................................... 18
11.81. Maximum Annual Addition .................................................... 18
11.82. Maximum Election Amount .................................................... 18
11.83. Maximum Election Percentage ................................................ 18
11.84. Minimum Election Amount .................................................... 18
11.85. Minimum Election Percentage ................................................ 18
11.86. Named Account .............................................................. 19
11.87. Named Fiduciary ............................................................ 19
11.88. Nonforfeitable ............................................................. 19
11.89. Nonqualified Pension Plan .................................................. 19
11.90. Normal Retirement Age ...................................................... 19
</TABLE>
-xvi-
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
<TABLE>
<CAPTION>
<S> <C>
11.91. Parent ..................................................................... 20
11.92. Participant ................................................................ 20
11.93. Participant Contributions .................................................. 20
11.94. Party in Interest .......................................................... 20
11.95. Pension Plan ............................................................... 21
11.96. Person ..................................................................... 22
11.97. Phantom Investments ........................................................ 22
11.98. Plan ....................................................................... 22
11.99. Plan Asset ................................................................. 22
11.100. Plan Committee ............................................................. 23
11.101. Plan Contract .............................................................. 23
11.102. Plan Liability Account ..................................................... 23
11.103. Plan Year .................................................................. 23
11.104. Pre-tax Savings Account .................................................... 23
11.105. Profit ..................................................................... 23
11.106. Profit-sharing Plan ........................................................ 23
11.107. Program of Allocations ..................................................... 24
11.108. Qualified Plan or Qualified Trust .......................................... 24
11.109. Qualifying, Employer Real Property ......................................... 24
11.110. Qualifying Employer Security ............................................... 24
11.111. Related Entity ............................................................. 24
11.112. Related Entity-maintained .................................................. 24
11.113. Relative ................................................................... 24
</TABLE>
-xvii-
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
<TABLE>
<CAPTION>
<S> <C>
11.114. Restoration Event .......................................................... 25
11.115. Restricted Participant ..................................................... 25
11.116. Retire Retires ............................................................. 25
11.117. Retirement ................................................................. 25
11.118. Second-tier Trigger Event .................................................. 25
11.119. Security ................................................................... 27
11.120. Segregated Amounts ......................................................... 27
11.121. Separation, Separation from Service ........................................ 27
11.122. Service .................................................................... 27
11.123. Special Trustee ............................................................ 27
11.124. Sponsor .................................................................... 27
11.125. Sponsor-maintained ......................................................... 28
11.126. Sponsor's Designee ......................................................... 28
11.127. Spouse ..................................................................... 28
11.128. Subsidiary ................................................................. 28
11.129. Supplemental Account ....................................................... 28
11.130. Supplemental Earnings Factor ............................................... 28
11.131. Surviving Spouse ........................................................... 28
11.132. Suspense Account ........................................................... 28
11.133. Suspension Period .......................................................... 29
11.134. Trigger Event .............................................................. 29
11.135. Trust, Trust Fund , and Fund ............................................... 29
11.136. Trust Agreement ............................................................ 29
11.137. Trustee .................................................................... 29
</TABLE>
-xviii-
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
<TABLE>
<CAPTION>
<S> <C>
11.138. Unrestricted Participant ................................................... 30
11.139. Valuation Date ............................................................. 30
11.140. Voluntary Contribution ..................................................... 30
</TABLE>
-xix-
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
Introduction
United Virginia Bankshares Incorporated, which became Crestar Financial
Corporation (the "Sponsor"), adopted an Excess-benefit Plan, effective for 1983,
which plan was amended and restated as the Crestar Financial Corporation Excess
Benefit Plan (the "Plan") effective January 1, 1989 (the "Effective Date") and
is again amended and restated as it appears in this document, effective December
26, 1990. Crestar Financial Corporation intends to cause the Plan to be
maintained as a Defined Contribution Plan according to section 3(34) of the
Employee Retirement Income Security Act of 1974 (excluding that Act's title 11,
TRISX) and as an Excess-benefit Plan according to ERISA section 3(36). Crestar
Financial Corporation intends that the Plan might have assets (in which event,
it is not to be classified as an unfunded Excess-benefit Plan according to ERISA
section 4(b)(5)). When this Plan has assets, Crestar Financial Corporation
intends to have this Plan's assets maintained for the sole and exclusive
purposes of defraying reasonable expenses of administering the Plan and
providing benefits to qualifying Employees (and their Beneficiaries) of the
Sponsor and related Employers (the "Employers").
The Employers' intent and purpose in causing this Plan to be maintained is to
provide benefits for certain Employees in excess of the limitations on
contributions and benefits imposed by section 415 of the Internal Revenue Code
of 1986 (the "Code"). An Employee cannot become a Participant in this Plan
unless he has accrued a benefit under an Employer-maintained plan that satisfies
the provisions of Code section 401(a) (a "Qualified Plan"), which benefit at
some time has been equal to that Employee's maximum allowance under Code section
415(b), 415(c), or 415(e). The Sponsor has adopted the Plan as a Profit-sharing
Plan, a plan of deferred compensation with potential Employer contributions
based on the Employers' profits.
Investments
The Sponsor may choose to encourage Participants to be involved in the
investment of their Plan accounts or benefit entitlements; when that happens,
the Sponsor intends to permit Participants to direct the investment of their
Plan accounts or benefit entitlements into one or more funds, possibly including
a fund consisting of the Sponsor's stock.
Introduction-1
<PAGE>
Compliance Intended
The Sponsor intends through this Plan in this document to maintain a plan that
satisfies the provisions of ERISA section 3(34) and ERISA section 3(36) to which
Employer contributions are deductible. The Sponsor intends that the Plan will
comply fully with all other applicable statutes and regulations governing wages,
compensation, and fringe employment benefits. All questions arising in the
construction and administration of this Plan must be resolved accordingly.
Definitions
Any word in this document with an initial capital not expected by ordinary
capitalization rules is a defined term. Definitions not found in the Plan are in
ERISA and regulations promulgated pursuant to ERISA (but the terms of the
statute prevail over any regulations) or in the Code and regulations promulgated
pursuant to the Code (but the terms of the statute prevail over any
regulations).
Governing Law, Construction
For construction, one gender includes all and the singular and plural include
each other. This Plan is construed, administered, and governed in all respects
under and by the laws of Virginia, except to the extent that the laws of the
United States of America have superseded those state laws. The headings and
subheadings in this Plan have been inserted for convenience of reference only
and are to be ignored in any construction of the Plan provisions.
Introduction-2
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
Article 1--General
1.01. Plan Creates No Separate Rights
(a) Rights only by statute.
The creation, continuation, or change of the Plan, any
Associated Plan, any Plan Contract, any Trust Agreement, the
Trust Fund (or any fund, account, or trust), or any payment does
not give a person a non-statutory legal or equitable right
against
(1) the Sponsor or any other Employer;
(2) any officer, agent, or other employee of any Employer
(3) any Trustee or any co-Trustee; or
(4) the Administrator, any Administrator-member, any other
Plan Committee, member of a Plan Committee, or other
Fiduciary.
Unless the law or this Plan explicitly provides otherwise,
rights under any Associated Plan or under any other
Employer-maintained employee-benefit plan (for example, benefits
upon an Employee's death, retirement, or other termination) do
not create any rights under this Plan to benefits or continued
participation under this Plan. The fact that an individual is
eligible to receive benefits under this Plan does not create any
rights under any Associated Plan or under any other
Employer-maintained employee-benefit plan unless that plan or
the law explicitly provides otherwise.
(b) No employment rights.
The Plan, any Associated Plan, any Plan Contract, any Trust
Agreement, and any Trust Fund do not modify the terms of an
Employee's or a Participant's employment, except according to
the provisions of those documents; create no employment rights
and are not employment contracts between an Employer and any
Employee. The Plan is not an inducement for anyone's employment
or continued employment.
1.02. Delegation of Authority
(a) Sponsor.
The Sponsor's acts may be accomplished by the Sponsor's Designee
or by any other person with authorization from the Sponsor's
Board. Acts by the Sponsor's Designee are acts of the Sponsor
and not acts of an independent entity.
(b) Other Employers.
1
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
Acts of an Employer other than the Sponsor may be accomplished
by any person with authorization from that Employer's Board.
(c) Administrator's Rules.
Subject to limitations in this Plan, the Sponsor's Designee or
the Administrator may create and publish original, additional,
or revised Administrator's Rules if that action is consistent
with the Plan's provisions; but the Administrator's Rules may
not change the Sponsor's or any other Employer's obligations
under the Plan (including contribution obligations). The
Sponsor's Designee may amend or eliminate an Administrator's
Rules provision created or revised by the Administrator.
1.03. Limitation of Liability
(a) Section governs.
A Fiduciary is not subject to suit or liability in connection
with this Plan or any Trust Agreement or their operation, except
according to this section.
(b) Individual liability.
A single-person Administrator, a Plan Committee, each member of
any Plan Committee, each Trustee, each co-Trustee, and any
person employed by an Employer is liable for that person's own
acts or omissions.
(c) Co-Fiduciary liability.
A single-person Administrator, a Plan Committee, each member of
any Plan Committee, each Trustee, each co-Trustee, or any person
employed by an Employer is not liable for the acts or omissions
of another without knowing participation in the acts or
omissions, except by action to conceal an action or omission of
another while knowing the act or omission is a breach, or by a
failure to properly perform duties that enables the breach to
occur, or with knowledge of the breach, failure to make
reasonable efforts to remedy the breach.
(d) Co-Trustee relationship.
One Trustee or co-Trustee must use reasonable care to prevent
another from committing a breach; but all Trustees and
co-Trustees need not jointly manage or control any Plan Assets
to the extent that specific duties have been allocated among
them in this Plan or the Trust Agreements. A Trustee or
co-Trustee is not liable for actions or omissions when following
the specific directions of the Sponsor's Designee, the
Administrator, a Plan Committee, or a duly authorized and
appointed Investment Manager unless such directions are improper
on their face. If an Investment
2
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
Manager has been properly appointed, subject to subsection (c),
a Trustee or co-Trustee is not liable for the acts of the
Investment Manager and does not have any investment
responsibility for assets under the management of the Investment
Manager.
(e) Allocating and delegating.
A Fiduciary is not liable for the actions of another to whom
responsibility has been allocated or delegated according to this
Plan and the Trust Agreements, unless-as the allocating or
delegating Fiduciary-it was imprudent in making the allocation
or delegation or in continuing the allocation or delegation,
except that a Fiduciary may be liable according to subsections
(c) and (d).
(f) Release.
Each Employee releases each single-person Administrator, each
Plan Committee, all members of any Plan Committee, each Trustee,
each co-Trustee, each Employer, all officers and agents of each
Employer, and all agents of Fiduciaries from any and all
liability or obligation, to the extent release is consistent
with the provisions of this section.
1.04. Legal Action
Except as explicitly permitted by statute, the Administrator, each
appropriate Plan Committee, each appropriate Trustee or co-Trustee, each
appropriate other Fiduciary, and the Sponsor are the only necessary
parties to any action or proceeding that involves the Plan, any Trust
Agreement, any property held as part of a Trust Fund or another funding
vehicle (including a Plan Contract) under the Plan or that involves the
administration of the Plan, an Associated Plan, a Trust Fund, or another
funding vehicle (including a Plan Contract) under the Plan. No Employee
or former Employee or a Beneficiary or any person having or claiming to
have an interest in a Trust Fund, in another funding vehicle (including
a Plan Contract) under the Plan, or under an Associated Plan is entitled
to notice of process. A final judgment that is not appealable for any
reason (including the passage of time) and that is entered in an action
or proceeding involving this Plan is binding and conclusive on the
parties to this Plan and all persons having or claiming to have any
interest in a Trust Fund, in another funding vehicle (including a Plan
Contract) maintained for this Plan, or under the Plan.
1.05. Benefits Supported Only by Plan Assets and Sponsor
Except as otherwise provided by statute, a person having any claim under
the Plan in excess of the Plan Assets must look solely to the assets of
the
3
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
Sponsor for satisfaction (the Sponsor is entitled to contribution from
each Employer as the Employers' respective liabilities are determined by
the Sponsor). This Plan's lettered exhibits, as described in the Plan
article 2 subsection entitled "Benefit exhibits" (see Plan section
2.05(c)), each may identify one or more sources from which the Accrued
Benefit (or the related Plan Liability Account) described in that
exhibit may be satisfied or must not be satisfied (including reductions
or offsets caused by payments from an Associated Plan or a Welfare
Plan). Except to the extent limited by one of this Plan's lettered
exhibits, a Participant's right to benefits or other satisfaction from
this Plan is reduced by identifiable payments (i.e., payments identified
by the Sponsor's Designee as payments in lieu of payments under this
Plan) directly from the Sponsor and other Employers and by such
identified payments under an Associated Plan or a Welfare Plan.
1.06. Administration Standards
To administer this Plan, the Administrator enjoys discretion to the
extent that this Plan, any relevant Plan Contract, and any Trust
Agreement do not specifically limit that discretion. The Administrator
especially may permit discrimination in favor of or against the
Employees who are officers, shareholders, or highly compensated.
1.07. Plan Sponsor and Other Employers
(a) Sponsor.
This Plan's Sponsor is Crestar Financial Corporation, a Virginia
corporation.
(b) Other Employers.
This Plan is designed to allow the Sponsor's Related Entities to
participate. At any time after this Plan's Effective Date, the
Employers identified on the current roster of Employers (an
exhibit to this Plan) are the Employers; if there is no roster,
the Sponsor is the only Employer.
1.08. Method of Participation
With the Sponsor's Board's approval, any Related Entity of the Sponsor
may take appropriate action through its Board to become a party to the
Plan as an Employer. To become an Employer, the Related Entity must
adopt this Plan as a Pension Plan for its employees. If this Plan has a
Trust Fund, a Related Entity that is not named in this Plan document and
that becomes an Employer must promptly deliver to each Trustee or
co-Trustee designated by the Sponsor a copy of the resolutions or other
documents evidencing its adoption
4
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
of this Plan according to this Plan document, and also a written
instrument showing the Sponsor's Board's approval of the adopting
entity's status as a party to the Plan and an Employer.
1.09. Withdrawal by Employer
(a) Notice.
An Employer may withdraw from the Plan (no longer maintain the
Plan as to its Employees or former, Employees) at any time,
except during a Suspension Period, upon the Sponsor's approval.
(b) Division of Plan Assets.
If there are Plan Assets, upon receipt of the Sponsor's approval
of an Employer's notice of withdrawal, the Administrator must
determine for the appropriate Insurers, Trustees, or co-Trustees
the withdrawing Employer's Participants' equitable share of Plan
Assets, whether or not held in the Trust Fund. The Administrator
may rely conclusively on the determination made by the counsel
and advisors then employed on behalf of the Plan. Each Insurer,
Trustee, and co-Trustee must then set aside from the portion of
the Plan Assets within its control such securities and other
property as each deems, in its sole discretion, to be equal in
value to that amount directed by the Administrator. If the Plan
is to be terminated as to the withdrawing Employer, then the
amount set aside must be dealt with according to the Plan's
provisions about termination and Employers' successor ownership.
If the Plan is not to be terminated as to the withdrawing
Employer, then each Insurer, Trustee, and co-Trustee must either
transfer the assets set aside to another trust governed by an
agreement between a Trustee or co-Trustees and the withdrawing
Employer or to a successor trustee or to another Insurer,
according to the Administrator's directions; and the Sponsor
must instruct the Administrator according to this Plan's
provisions on Plan Asset transfers.
(c) No prohibited purpose.
The segregation of Plan Assets upon an Employer's withdrawal or
the execution of a new contract or of a new agreement and
declaration of trust pursuant to any of the provisions of this
Plan section must not operate to permit any part of any Plan
Assets (principal or income) to inure to the benefit of any
Employer or to be held other than for the exclusive purposes of
providing benefits to Employees, Participants, and Beneficiaries
and defraying reasonable expenses of administering the Plan,
except as allowed in this Plan's provisions on amendment,
termination, and Plan mergers or asset transfers.
5
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
1.10. Tax Year
Although the Employers may each have a different tax year (an Employer's
own tax year is the determinative tax year for that entity for all
purposes unique to that entity), the Plan Year is the fiscal year on
which this Plan's records are kept.
1.11. Suspension Periods
This Plan article 1 and other articles in this Plan reserve to the
Sponsor certain discretionary authority and powers; all Sponsor powers,
however, are exercised by other Fiduciaries according to this Plan
during a Suspension Period. A reference to the Sponsor or a reference to
acts of the Sponsor's Designee in this Plan article 1 or in any other
Plan article in the context of a power is, during any Suspension Period,
a reference to the Fiduciary authorized to exercise that power.
6
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
Article 2--Participation
2.01. Conditions of Participation
(a) Special participation rule.
An Employee is a Participant in this Plan, as amended and
restated in this document, as of December 26, 1990 (this
document's effective date), if he was a Participant in the Plan
(according to this Plan before its amendment and restatement as
reflected in this document) as of December 25, 1990 (the day
before that effective date).
(b) Beginning participation.
Except according to subsection (a), an Employee may not begin
participation in this Plan or continue as an Active Participant
while he is not a Covered Employee. An Eligible Employee begins
participation in this Plan on his Entry Date. Except for
Participants described in subsection (a), a Participant's Entry
Date is the earlier of two dates that occurs no earlier than
December 26, 1990 (this document's effective date), and that
occurs no earlier than the date on which he becomes an Eligible
Employee:
(1) the first day of a Plan Year (a January 1); or
(2) the date set by the Sponsor's Designee.
If an Eligible Employee is absent on his Entry Date because he
is Separated from Service, his participation in this Plan begins
immediately upon his reemployment (the day that he receives
credit for an Hour of Service for the performance of duties) as
a Covered Employee. If an Eligible Employee is absent on his
Entry Date for reasons other than a Separation from Service (for
example, vacation, sickness, disability, Leave of Absence, or
layoff), his participation in this Plan begins no later than the
day on which he returns to work and is credited with an Hour of
Service for the performance of duties as a Covered Employee,
effective as of the date that would have been his Entry Date.
2.02. Employment and Eligibility Status Changes
(a) Changing to non-Covered Employee.
If a Participant does not Separate from Service but is no longer
a Covered Employee because of a job change or some other event,
he ceases to be a Covered Employee and an Active Participant at
the end of the pay period in which that job change or other
event occurs.
1
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
(b) Changing to Covered Employee.
If an Employee becomes a Covered Employee due to a change in his
employment status (for example, because of a job change or some
other event), and if the Sponsor's Designee does not establish
another date for that Employee, his status as a Covered Employee
begins on the date that is the end of the pay period in which
his status changes or that other event occurs.
2.03. Renewed Participation
A Participant who ceases to participate in the Plan, as described in the
Plan subsection entitled "Participants, Active Participants" (see Plan
section 2.05(d)), may again become a Participant only according to the
Plan section entitled "Conditions of Participation" (see Plan section
2.01) or according to the Plan subsection entitled "Changing to Covered
Employee" (see Plan section 2.02(b)).
2.04. Determination of Eligibility
The Administrator must determine each person's eligibility for
participation in the Plan. All good-faith determinations by the
Administrator are conclusive and binding on all persons for the Plan
Year in question, and there is no right of appeal except for claims, as
provided in this Plan.
2.05. Enrollment
(a) Application.
An application to participate is not required, but each Employee
and Participant must correctly disclose all requested
information necessary for the Administrator to administer this
Plan properly.
(b) Acknowledgment.
In any claim form or similar instrument adopted by the
Administrator, as a condition of receiving Plan benefits, an
Employee or a Beneficiary may be required to acknowledge the
existence of and the terms and conditions in the Plan and any
Trust Agreements and that copies of the Plan and any Trust
Agreements have been made available to him. The Administrator
may require an Employee or a Beneficiary to agree to abide by
the terms and conditions of this Plan and any Trust Agreements.
(c) Benefit exhibits.
This Plan's categories of benefits or detailed Account (and Plan
Liability Account) balances may vary widely among Participants.
To accommodate
2
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
such individualized benefit arrangements, the Sponsor's Designee
and the Administrator are authorized to create and maintain
individualized or group benefit arrangements described in the
Plan's lettered exhibits. Each lettered exhibit provides the
specific requirements for a Participant to be eligible for
Accrued Benefits described in that exhibit. A Participant is not
automatically entitled to Accrued Benefits from each exhibit and
is entitled to Accrued Benefits only according to the provisions
of the lettered Plan exhibits describing this Plan's Accounts
and Plan Liability Accounts.
(d) Participants, Active Participants.
A Participant in this Plan is either an Active Participant or a
Participant with an Accrued Benefit (calculated as if his Plan
Liability Accounts had been eliminated by contributions) that
has not yet been distributed or consumed, been cancelled, or
otherwise been satisfied. Except for an Active Participant, who
is a Covered Employee, an individual who is not identified in at
least one of this Plan's lettered exhibits is not a Participant.
An individual who is not a Covered Employee but who has been an
Active Participant and who accumulated Accrued Benefits
(calculated as if his Plan Liability Accounts had been
eliminated by contributions) that are undistributed or otherwise
unconsumed, uncancelled, and unsatisfied is a Participant but
not an Active Participant. A Participant who is still a Covered
Employee is an Active Participant even if he has no Accrued
Benefits (calculated as if his Plan Liability Accounts had been
eliminated by contributions) and is not identified in any of
this Plan's lettered exhibits describing Accounts.
2.06. Certification of Participation
As requested by the Employers, the Administrator must give each Employer
a list of Employees who became Participants since the last list was
given. As requested by an Employer after any Plan Year, the
Administrator must give that Employer a list of Employees who were
Active Participants for that Plan Year.
2.07. Suspension Periods
This Plan article 2 and other articles in this Plan reserve to the
Sponsor certain discretionary authority and powers; all Sponsor powers,
however, are exercised by other Fiduciaries according to this Plan
during a Suspension Period. A reference to the Sponsor or a reference to
acts of the Sponsor's Designee in this Plan article 2 or in any other
Plan article in the context of a power is, during any Suspension Period,
a reference to the Fiduciary authorized to exercise that power.
3
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
4
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
Article 3--Contributions
3.01. Suspension Periods
This Plan article 3 reserves to the Sponsor certain discretionary
authority and powers; all Sponsor powers, however, are exercised by
other Fiduciaries according to this Plan during a Suspension Period. A
reference to the Sponsor or a reference to acts of the Sponsor's
Designee in this Plan article 3 in the context of a power is, during any
Suspension Period, a reference to the Fiduciary authorized to exercise
that power.
3.02. General Provisions on Employer Contributions
(a) Section is primary.
This Plan's provisions on Employer contributions are all subject
to the provisions of this section and to the provisions of any
Administrator's Rules authorized by this section. Unless this
Plan has a Trust Fund, all Employer contributions described in
this Plan are made in the form of benefit payments due according
to the Plan. Even if this Plan has a Trust Fund, any Employer
contributions required by this Plan may be made in the form of
benefit payments due according to the Plan.
(b) Qualification intended.
The Employers intend that the Plan will always qualify as a
Defined Contribution Plan under ERISA section 3(34), as an
Excess-benefit Plan under ERISA section 3(36), and as an EIAP.
The Employers also intend that the Plan or any part of the Plan
will never be a Defined Benefit Plan or a successor plan
(according to ERISA section 4021(a)).
(c) Questioned qualification.
If the Plan as reflected in this document (including any
Administrator's Rules) does not qualify as an Excess-benefit
Plan that is a Defined Contribution Plan under ERISA section
3(34), or if the Plan is determined to be a successor plan
(according to ERISA section 4021(a)), or if the Department of
Labor or the Pension Benefit Guaranty Corporation conditions
favorable opinions about the Plan on amendments, caveats, or
conditions not acceptable to the Sponsor, then the Sponsor, at
its option, may either amend this Plan or revoke and annul any
amendment in any manner deemed advisable to effect a favorable
determination or opinion, or the Sponsor may withdraw its
sponsorship and terminate the Plan. On a termination according
to this subsection, all contributions made by the Employers
after the effective date of any document causing a qualification
failure must be returned to the contributor by any
non-Participant person
1
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
holding those contributions. To the extent possible,
contributions returned according to this subsection must be
returned in the form in which they are held (that is, in kind).
To the extent that contributions cannot be returned in kind, the
adjusted value must be returned so that the contributor enjoys
the risks and rewards from the investments.
(d) Pension Benefit Guaranty Corporation determination.
Despite any provisions of this Plan to the contrary, a
Participant or Beneficiary has no right or claim to any Plan
Asset relating to any benefit under the Plan accruing during a
period for which the Pension Benefit Guaranty Corporation
determines that the Plan is a successor plan (according to ERISA
section 4021(a)).
(e) Deductions intended.
Each of the next two sentences of this subsection applies to all
Employer contributions under this Plan, except for any
contribution for which the contributing Employer stipulates
otherwise when that contribution is made. The Employers intend
that all of their contributions under this Plan be deductible
under Code section 404(a)(5). If any deduction for any Employer
contribution that is intended to be deductible under Code
section 404(a)(5) is not allowed in whole or in part, then that
disallowed portion must be returned to the contributor, unless
that disallowance is caused by Code section 280G(a) or by a
change in the Code after this document's Effective Date. Any
repayment under this subsection must be made no later than one
year after the disallowance. For purposes of this subsection,
the disallowance may be by the opinion of any court whose
decision has become final or by any disallowance asserted by the
Internal Revenue Service to which the Sponsor agrees.
(f) Mistake of fact.
This subsection applies to all Employer contributions under this
Plan unless at the time of the contribution the contributing
Employer stipulates that the contribution is not subject to this
subsection. If any contribution is made by an Employer because
of a mistake of fact, then the portion of the contribution due
to the mistake of fact must be returned to the contributor. The
repayment must be made no later than one year after the
contribution.
(g) Exclusive purpose.
Except as provided in this Plan section, Employer contributions
to any Trust Fund or to an Insurer for a Contract are
irrevocable. Plan Assets must not inure to the benefit of any
Employer and must be held for the exclusive purposes of
providing benefits to Participants and their
2
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
Beneficiaries and for defraying reasonable expenses of
administering the Plan.
(h) Determining contributions.
Except for Employer contributions to a Trust Fund or to an
Insurer for a Contract, the Administrator must determine the
amount of any Employer contributions due under the terms of this
Plan. Each Employer must determine the amount of any of its
contributions to any Trust Fund or to any Insurer for a Contract
under the terms of this Plan. To facilitate determinations, the
Sponsor's Designee may set a uniform determination date, and
each Employer may rely on its own estimate as of that date of
applicable remuneration for Participants, profit and asset data,
and of the amounts it might contribute. Each Employer's
determination of its contributions is binding on all
Participants, the Administrator, and the contributor.
(i) Contributing.
No person is required to collect Employer contributions.
Contributions in the form of benefit payments required by the
Administrator to satisfy Plan benefit entitlements that are due
must be made when the Administrator directs; otherwise, each
Employer may cause its contributions to be paid in installments
and on the dates it elects. If requested by the Administrator or
another Employer, a contributing Employer must indicate the Plan
Year for which a contribution is to be attributable.
(j) Cash or proper1y.
Except as restricted by the terms of the Plan (including any
Administrator's Rules) and except as prohibited (without
administrative exemption) by law, Employer contributions may be
in cash or any other property.
(k) No Profit required.
An Employer may contribute amounts to this Plan in excess of its
Profit.
(l) Administrator's discretion.
The Administrator may exercise its discretion in implementing
any Employer-contribution provision in this Plan article 3 or in
any Administrator's Rules if that exercise of discretion does
not violate any of the other provisions in this article.
(m) Administrator's Rules.
With the Sponsor's Designee's consent, the Administrator may
create and publish original, additional, or revised
Administrator's Rules governing any
3
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
Participant or Beneficiary elections, Employee Contributions,
and any Internal Reserve if that action is consistent with
subsection (1) and does not change an Employer's obligation to
contribute. Specifically, the Administrator may change any
Elective Deferral allowances by an announcement.
3.03. General Provisions on Employee Contributions
(a) Limited effect of section.
This Plan section's provisions are not effective until made
effective by affirmative action of the Administrator after
advice and consent from the Sponsor's Designee. Therefore, each
of this Plan section's remaining subsections is inoperative
until the Administrator announces that it is fully effective.
(b) Section is primary.
This Plan's provisions on Employee Contributions are all subject
to the provisions of this section and to the provisions of any
Administrator's Rules that are not inconsistent with this
section. The Administrator or the Sponsor's Designee may create
and publish original, additional, or revised Administrator's
Rules at any time to administer this section, including
provisions governing Employee Contributions and Participant
elections. (See Plan section 3.02(m) entitled "Administrator's
Rules" for similar authorization to the Administrator.)
(c) Payroll deduction.
To the extent that any Administrator's Rules allow it,
Participants may contribute according to this Plan by payroll
deduction. A Participant may execute a form satisfactory to his
Employer and the Administrator, electing to contribute (after
tax) a specific amount for each pay period or for any
identifiable time when Earnings otherwise would have been
received. A Participant's allowed contribution will be deducted
by that Participant's Employer from the Participant's Earnings
each pay period, until the Participant's total contributions
under this section for any period equal the maximum allowed
according to this Plan or, if earlier, until the Participant
changes or revokes his election according to this Plan's
provisions and any Administrator's Rules. A Participant's change
or revocation of his election must be by written notice to his
Employers and the Administrator.
(d) Not Payroll deduction.
To the extent that any Administrator's Rules permit, in addition
to or instead of the Employee Contributions withheld according
to subsection
4
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
(c), each Participant may make one contribution to the
Administrator on each date set by the Administrator for
contributions under this section.
(e) Contributions Nonforfeitable.
Except to the extent announced or otherwise designated by the
Sponsor's Designee (which may include announcements naming
individuals or describing classes of Participants or portions of
Accounts), a Participant's Accrued Benefit derived from his own
Employee Contributions under this Plan is Nonforfeitable. On
receipt by a Trustee or co-Trustee or by an Insurer, Employee
Contributions under this Plan are Plan Assets and are allocated
according to Plan article 4.
(f) Time for contributions.
Absent contrary notice from an Insurer or a Trustee that is to
receive the contributions or from co-Trustees or Insurers that
are to receive the contributions, the Administrator may
determine specified times for Employee Contributions. The
Administrator must advise the Participants of the permitted
times for contributions.
(g) Transfers by Employers.
As soon as possible after each pay period, each Employer must
pay a Trustee, a co-Trustee, or an Insurer (or a combination of
Insurers, Trustee, or co-Trustees) all Employee Contributions
withheld by it, advising the Trustee, co-Trustee, or Insurer and
the Administrator of the respective amounts contributed by each
Participant.
(h) Transfers by Administrator.
As soon as possible after receipt of a Employee Contribution,
the Administrator must transfer that contribution to a Trustee,
co-Trustee, or an Insurer (or any combination of Insurers,
Trustees, or co-Trustees) and, if necessary, advise each
Trustee, co-Trustee, or Insurer of the source of the
contribution.
(i) Allocation determines time of Accrued Benefit.
A Participant's contributions under this Plan create or increase
that Participant's Plan Liability Account when deducted from
that Participant's pay or received by the Administrator, but
those contributions do not become that Participant's Accrued
Benefit until the date they are allocated to the Participant's
After-tax Savings Account, simultaneously reducing his Plan
Liability Account.
(j) Limitations relating to Securities and Employee Contribution
Accounts.
5
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
For any or all Employee Contribution Accounts, any Trustee (or
any co-Trustee or group of co-Trustees, as to assets for which
that co-Trustee or that group has exclusive responsibility) or
the Sponsor's Designee may place certain limitations on
investing in and disposing of some Securities to avoid the
failure of the Plan and any Trust Fund to satisfy the Plan's
intended status, as described in the Plan subsection entitled
"Qualification intended" (see Plan section 3.02(b)), and to
minimize potential problems with securities regulations.
(k) Mandatory Contributions.
By written announcement, as to any benefits that have not become
Nonforfeitable and any Employee who otherwise is or could be a
Participant, the Sponsor's Designee may require Mandatory
Contributions (of any percentage of the Participant's
Compensation) as a condition of that individual's participation
in this Plan or as a condition of that individual's eligibility
for benefits attributable to allocations to any named Account.
Mandatory Contributions required by the Sponsor's Designee's
announcements need not be uniform, proportionate, or otherwise
nondiscriminatory among Employees or Participants, and one
Employee or Participant may have multiple Mandatory
Contributions required (for example, one as to his Supplemental
Account and another as to his Pre-tax Savings Account) according
to announcements from the Sponsor's Designee.
3.04. General Provisions on Elective Deferrals
(a) Section is primary.
This Plan's provisions on Elective Deferrals are all subject to
the provisions of this section and to the provisions of any
Administrator's Rules that are not inconsistent with this
section.
(b) Limited effect of section.
This Plan section's provisions are not effective until made
effective by affirmative action of the Administrator after
advice and consent from the Sponsor's Designee. Therefore, each
of this Plan section's remaining subsections is inoperative
until the Administrator announces that it is fully effective.
The Sponsor's Designee or the Administrator may create and
publish original, additional, or revised Administrator's Rules
at any time to administer this section, including provisions
governing Elective Deferrals. (See Plan section 3.02(m) entitled
"Administrator's Rules" for similar authorization to the
Administrator.)
(c) Elective Deferral.
6
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
To the extent that any Administrator's Rules allow it, a
Participant may contribute according to this Plan by an Elective
Deferral of Earnings. A Participant may execute a form
satisfactory to his Employer and the Administrator, electing to
defer (before tax) a specific or determinable amount for each
pay period or for any identifiable time when Earnings otherwise
would have been received. Except for Elective Deferrals pursuant
to elections filed with the Administrator within thirty days
after an Employee is first notified that he is a Participant, a
Participant's election to defer Earnings that are attributable
to services performed during any Plan Year must be accomplished
by an election form filed with the Administrator and approved
before the beginning of that Plan Year. A Participant's allowed
regular-pay deferral must be deducted by that Participant's
Employer from the Participant's Earnings each pay period, and
special deferrals must reduce appropriate special payments,
until the Participant's total Elective Deferrals under this
section for any period equal the maximum allowed according to
this Plan or, if earlier, until the Participant changes or
revokes his election according to this Plan's provisions and any
Administrator's Rules. A Participant's change or revocation of
his election must be by written notice to his Employers and the
Administrator.
(d) Contributions Nonforfeitable.
To the extent announced or otherwise designated by the Sponsor's
Designee (which may include announcements naming individuals or
describing classes of Participants or portions of Accounts), a
Participant's Accrued Benefit derived from his own Elective
Deferrals under this Plan is Nonforfeitable.
(e) Transfers by Employers.
According to the distribution provisions of Plan article 6, at
the time for a Participant's distributions attributable to his
Elective Deferrals, the Sponsor's Designee must cause each
appropriate Employer to distribute Elective Deferrals withheld,
advising the Administrator of the respective amounts contributed
by each Participant.
(f) Allocation determines time of Accrued Benefit.
A Participant's Elective Deferrals under this Plan create or
increase that Participant's Plan Liability Account when deducted
from that Participant's pay' but those contributions and
deferrals do not become that Participant's Accrued Benefit until
the date they are allocated to the Participant's Pre-tax Savings
Account, simultaneously reducing his Plan Liability Account.
7
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
(g) Limitations relating to Securities and Employee Contribution
Accounts. For any or all Employee Contribution Accounts, the
Sponsor's Designee, on behalf of the Sponsor, may place certain
limitations on investing in and disposing of some Securities to
avoid the failure of the Plan to satisfy the Plan's intended
status, as described in the Plan subsection entitled
"Qualification intended" (see Plan section 3.02(b)), and to
minimize potential problems with securities regulations.
3.05. Cash and Non-cash Contributions
(a) Non-cash contributions allowed.
Employers may contribute either cash or any non-cash property
under this Plan. Except as restricted by any recipient of assets
to provide Plan benefits or except as prohibited (without
administrative exemption) by law, Employer contributions may be
in cash or any other property. To the extent that Employee
Contributions are required or allowed, this section applies to
Employee Contributions that are not payroll deductions.
(b) Value of non-cash contributions.
Each recipient of assets to provide Plan benefits who receives
non-cash contributions must value all non-cash property
contributed at its fair-market value (according to applicable
regulations) on the actual date that it accepts the property.
(c) Specific forms allowed.
Except as restricted according to the provisions of subsection
(a), the following contributions are specifically permissible:
stock, whether common or preferred, or options to purchase
stock, whether common or preferred, of the Sponsor or an ERISA
Affiliate; other Securities (including bonds, debentures, and
secured notes) of the Sponsor or an ERISA Affiliate; interests
or options to purchase other interests (including joint venture,
partnership, or limited partnership interests) in ERISA
Affiliates; personal property or Qualifying Employer Real
Property or undivided interests in Qualifying Employer Real
Property or personal property owned or used by the Sponsor or an
ERISA Affiliate; any other property that may produce income to
benefit the Participants or their Beneficiaries, whether such
income production is by way of current income or by way of
appreciation; insurance contracts on one or more Participants,
including individually owned insurance policies that have been
purchased for contribution purposes by an Employer from
Participants or other owners; insurance contracts on the lives
of officers, shareholders, or key personnel of the Sponsor or an
ERISA Affiliate if the death of the insured could adversely
affect the Participants (such as, but not limited to,
8
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
adverse effects on supplies, production, sales, ownership, or
control of the Sponsor) in a foreseeable manner; as described in
ERISA section 408(b)(4), deposits that bear a reasonable
interest rate in a bank or similar financial institution, which
bank or other institution must be supervised by the United
States or a state if that bank or other institution is a
Fiduciary; or cash.
3.06. Compensation-adjustment Elections
(a) Limited effect of section.
The provisions of this Plan section are not effective (and no
Elective Deferrals are permitted) until the Sponsor's Designee
so announces. The provisions of this Plan section are not
effective for any period (and no Elective Deferrals may be
effected for any period) for which the Sponsor's Designee so
announces.
(b) Form.
The Sponsor's Designee may adopt one or more
Compensation-adjustment Election forms to be used by Employees
according to this section. The Sponsor's Designee may revise any
Compensation-adjustment Election form whenever it deems revision
appropriate.
(c) Election.
An Eligible Employee (as to Elective Deferrals) may submit an
appropriate signed Compensation-adjustment Election form to the
Administrator (or to a person designated by the Administrator)
for any Plan Year (or for any shorter period that is used for
any Elective Deferral) for which he wishes to defer any
identifiable portion of his potential or expected Earnings. An
individual's Compensation-adjustment Election form cannot be
effective during any Plan Year that begins before the election
is approved. An individual's Compensation-adjustment Election
form cannot be effective during any Plan Year that ends before
he is an Eligible Employee (as to Elective Deferrals), and it
cannot be effective for any period during which the Employee is
not an Active Participant. For purposes of the preceding
sentence, a Participant-initiated modification (other than a
cancellation or revocation) to a Compensation-adjustment
Election form is treated as if it were a new election.
(d) Contents.
An Employee's Compensation-adjustment Election form is not valid
unless it indicates an amount or an identifiable portion of the
Participant's potential or expected Earnings to be deferred
within this Plan's
9
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
allowances, subject to the modifications of the Sponsor's
Designee authorized in this section.
(e) Closing Dates.
Each Plan Year has a Closing Date after which the Administrator
is not required to accept Compensation-adjustment Elections and
after which any submitted Compensation-adjustment Elections may
not be changed (except as allowed under subsection (f) of this
section). Each Plan Year's Closing Date is set and announced by
the Sponsor's Designee. The Sponsor's Designee may set different
Closing Dates for each Plan Year but must announce year-to-year
changes in the Closing Dates. The Sponsor's Designee may provide
a special Closing Date for an Employee whose initial or renewed
participation does not fall on an Entry Date.
(f) Separate elections and continuing effect.
The Sponsor's Designee may require a Participant to submit a
separate Compensation-adjustment Election for each Plan Year or
for any pay period. 'Me Sponsor's Designee may allow a
Compensation-adjustment Election that covers special or
irregular Earnings. The Sponsor's Designee may require a
Participant to submit a separate Compensation-adjustment
Election for each relevant portion of that individual's expected
or potential Earnings that are not covered by an existing valid
Compensation-adjustment Election. Subject to the contrary
announcements by the Sponsor's Designee, however, a
Compensation-adjustment Election has continuing effect from Plan
Year to Plan Year and from pay period to pay period. The
Sponsor's Designee may announce rules as to the times and
frequency of revising a Compensation-adjustment Election. To the
extent provided in Administrator's Rules that are consistent
with this section's restrictions on cancellations or
revocations, and with the consent of the Sponsor's Designee, a
Participant may cancel his Compensation-adjustment Election.
(g) Limiting Compensation-adjustment Elections.
By adopting and announcing relevant Administrator's Rules or
amending any Administrator's Rules, the Sponsor's Designee or
the Administrator may limit the number of
Compensation-adjustment Elections that a Participant may submit
for each Plan Year. The Administrator or the Sponsor's Designee
may similarly limit amendments to Compensation-adjustment
Elections and create or modify rules on a complete cancellation
of a Compensation-adjustment Election. A Participant may use a
Compensation-adjustment Election to elect to reduce his expected
or potential Earnings by an amount between the
10
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
Minimum Election Amount and the Maximum Election Amount. Until
the effective time of an announcement by the Sponsor's Designee
to the contrary, the Minimum Election Amount is zero and the
Maximum Election Amount is zero. A Participant's failure to
submit a Compensation-adjustment Election form has no effect on
that Participant's status as a Participant for all other
purposes under this Plan. The Sponsor's Designee may adjust,
terminate, and restore the Participants' rights or any
Participant's right to make Compensation-adjustment Elections by
a similar announcement indicating minimum and maximum reduction
allowances, including allowances that apply on an
individual-Participant basis.
(h) Expanding election allowances.
For any Plan Year or for any pay period that the Sponsor's
Designee deems it to be administratively reasonable to do so,
the Sponsor's Designee may so advise Participants and permit
them to cause additions to their Elective Deferrals that vary
from those otherwise allowed according to this Plan.
(i) Time election is effective.
A Compensation-adjustment Election is effective after it is
received and approved by the Sponsor's Designee (but never
before the first day of the pay period that includes the
Participant's Entry Date) and remains in effect until changed or
cancelled (but not after the last day of the pay period in which
the Participant ceases to be a Participant). Approval by the
Sponsor's Designee of a Compensation-adjustment Election is
indicated by communication of instructions to Employers or to
any Insurer, Trustee, or co-Trustee according to this section.
At any time before a Compensation-adjustment Election's Closing
Date and before that Compensation-adjustment Election has been
processed by the Sponsor's Designee to become immediately
effective, it may be amended or revoked if the amendment or
revocation is delivered in writing to the Sponsor's Designee.
All such revocations become effective on delivery to the
Sponsor's Designee. An amendment according to this subsection
becomes effective at the same time and upon the same conditions
as the initial Compensation-adjustment Election would have
become effective.
(j) Modifications and rejections.
The Sponsor's Designee may modify any Participant's
Compensation-adjustment Election. The Sponsor's Designee also
may reject entirely any Compensation-adjustment Election from
any Participant.
(k) Instructions to Employers.
11
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
For each Compensation-adjustment Election that is effected, the
Sponsor's Designee must provide each Employer of the Participant
whose expected or potential Earnings are to be adjusted with all
information necessary to implement that Compensation-adjustment
Election (as adjusted by the Administrator or the Sponsor). The
Sponsor's Designee also must give instructions about future
adjustments to each electing Participant's expected or potential
Earnings for the Plan Year or to any Participant's expected or
potential Earnings for any pay period; however, a Participant's
unpaid Earnings for the Plan Year or for any period may not be
reduced below zero. The Sponsor's Designee must determine the
actual amount of each Participant's reduction to his Earnings
attributable to his Compensation-adjustment Election for the
Plan Year or for any pay period.
3.07. Internal Reserve
(a) Limited effect of section.
The provisions of this Plan section are not effective for any
Plan Year unless the Sponsor's Designee announces that the
provisions will apply for that Plan Year.
(b) Additions to Internal Reserve.
The value of a Participant's reduction in his Earnings according
to Compensation-adjustment Election forms approved by the
Sponsor's Designee must be added to his Employer's Internal
Reserve as of the date that the Participant would have received
that amount as Earnings if he had not submitted a
Compensation-adjustment Election form.
(c) Reductions of Internal Reserve.
An Employer's Internal Reserve is reduced by the amount
distributed or otherwise paid to a Participant in reduction of
the Pre-tax Savings Account portion of his Plan Liability
Account as of the date of the distribution or payment according
to Plan article 6. Except as to any Associated Plan's account
identified in the Administrator's Rules for this Plan section,
an Employer's Internal Reserve is reduced also by the value of
distributions or payments to Participants or on behalf of
Participants from Pre-tax Savings Accounts under an Associated
Plan.
(d) Directions relating to Internal Reserve.
At any time after a Financial Trigger Event, the Administrator
may direct distributions or other actions according to this
subsection. If any Employer's Internal Reserve at the time
determined by the Administrator has a remaining balance after
the application of subsections (b) and (c) of
12
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
this section, the Administrator must determine the portion of
that Internal Reserve balance that is attributable to each
Participant for whom there has been an Elective Deferral. For
each such Participant, the Administrator must direct the
disposition of assets equal in value to the Employee's portion
of the Internal Reserve. If it is consistent with the
Participant's elections and not inconsistent with this Plan's
provisions on distributions, the Administrator must direct that
the Employer transfer assets either to the Participant or to an
Insurer, Trustee, co-Trustee, or other person who will then hold
those assets for that Participant's Plan benefits attributable
to his Elective Deferrals; the Administrator must reduce that
Employer's Internal Reserve by an equal amount.
3.08. Basic Contribution
(a) Contribution calculated.
To the extent necessary to satisfy each required distribution of
Plan benefits not attributable to Matching Contributions, Basic
Contributions are required at the time, according to Plan
article 6, that a Participant is entitled to a distribution of
Plan benefits not attributable to Matching Contributions. Basic
Contributions are also required at the times and in the amounts
directed by the Administrator according to subsection (b) and
the Plan subsection entitled "Directions relating to Internal
Reserve" (see Plan section 3.07(d)). The Basic Contribution from
an Employer for a Plan Year or for any other pay period
according to this subsection is determined by the Administrator
according to the provisions of this Plan article 3 and any
Administrator's Rules.
(b) Pre-termination contribution.
Before this Plan terminates, except to the extent that all
Participants consent to the contrary, the Sponsor must cause the
Employers to contribute Basic Contributions equal to the value
of all Plan Liability Accounts. Basic Contributions according to
this subsection are required and are not made at any Employer's
discretion. The Basic Contribution from an Employer according to
this subsection is determined by the Administrator according to
the provisions of this Plan article 3 and any Administrator's
Rules. The Sponsor's Designee may direct that a Basic
Contribution according to this subsection result in immediate
distributions to Participants or that it be used as Plan Assets
in a funding vehicle.
3.09. Matching Contributions
(a) Matching Contributions.
13
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
Matching Contributions are not required and are made at each
Employer's discretion. An Employer may announce its Matching
Contribution for any period at any time. An Employer's Matching
Contribution may be determined as an amount or a formula (for
example, it may be equal to a percentage of the Basic
Contribution caused by that Employer for or during that Plan
Year or for or during a pay period; it may be based on an
identifiable portion of the Plan benefit resulting from each
Participant's Compensation-adjustment Election; or it may be a
formula subject to per-Participant limitations).
(b) Designated Matching Contributions.
The Sponsor's Designee may designate any part of any Employer's
Matching Contribution (before or after allocation) as allocable
only to a Suspense Account, as allocable to any Participant's
Accounts (or any Account) or to any class or group of
Participants' Accounts, to be distributed in reduction of Plan
Liability Accounts on a Participant-by-Participant basis, or
even as allocable on a Participant-by-Participant basis to
Accounts in reduction of Plan Liability Accounts; otherwise, an
Employer's Matching Contribution is allocable only to the
Participants' Supplemental Accounts. To the extent of the
Employers' Matching Contributions that are not designated as
allocable other than to Supplemental Accounts, the Sponsor's
Designee may designate any part of any Employer's Matching
Contribution (before or after allocation) as allocable on a
Participant-by-Participant basis or any other basis; otherwise,
an Employer's Matching Contribution that is allocable to
Supplemental Accounts is allocated to the Supplemental Accounts
of all Active Participants according to the provisions of Plan
article 4.
3.10. Plan Liability Account Increases.
(a) Excess benefits.
An Active Participant's Plan Liability Account must be increased
at the same time and in the same amount as the Participant's
Limited Benefits and Limited Additions increase. For purposes of
this subsection, as of the end of each Plan Year, the total of
such increases attributable to a Participant's Limited Benefits
is equal to the present value (as determined by the
Administrator in the Administrator's complete discretion) of all
Limited Benefits to which that Participant would have been
entitled but for payments in satisfaction of those Limited
Benefits.
(b) Excess benefit earnings.
14
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
The portion of each Participant's Plan Liability Account
attributable to increases according to the preceding subsection
derived from Limited Additions must be increased as of each
Valuation Date by the Limited Additions Earnings Factor for that
Participant.
(c) Supplemental.
Any supplemental portion of each Participant's Plan Liability
Account may be increased at any time and in any amount by the
Sponsor's Designee; it may be automatically increased as of each
Valuation Date by any earnings factor stipulated by the
Sponsor's Designee for that Participant.
(d) Ordering
A Participant's Plan Liability Account is never less than the
total for that Participant of the present value of each Limited
Benefit (calculated under each Qualified Plan separately) from
the Employer's Qualified Plans (current and terminated) plus the
total of all Limited Additions from the Employers' Qualified
Plans (current and terminated), but always determined after
considering Plan Liability Account reductions according to this
Plan attributable to benefit payments or other similar actions.
Unless otherwise provided in this Plan, benefit payments and
other actions that reduce a Participant's Plan Liability Account
are deemed first to have been in satisfaction of that
Participant's Limited Benefits.
(e) Elective Deferrals.
The Pre-tax Savings Account portion of each Participant's Plan
Liability Account must be increased at the same time and in the
same amount as the required increase in the Employers' Internal
Reserve attributable to Elective Deferrals, as provided in the
Plan subsection entitled "Additions to Internal Reserve" (see
Plan section 3.07(b)).
(f) Elective Deferral earnings.
The Pre-tax Savings Account portion of each Participant's Plan
Liability Account must be increased as of each Valuation Date by
the Elective Deferral Earnings Factor for that Participant.
3.11. Transfers
Transfer Contributions, which are transfers of assets or liabilities or
transfers of assets and liabilities (for example, Transfer Contributions
could be accomplished by transfers of assets or liabilities similar to
the manner described in ERISA section 208) or benefit payments that have
an identical effect, may be caused or allowed by the Sponsor's Designee
(or the Fiduciary exercising the Sponsor's power under Plan article 8
during a Suspension
15
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
Period) according to this Plan and according to any Administrator's
Rules. A transfer that is from another Sponsor-maintained Pension Plan
that authorizes a transfer of assets to this Plan and that is according
to the terms of that other Sponsor-maintained Pension Plan is deemed to
be caused or allowed by the Sponsor's Designee according to this
section. Unless the Sponsor's Designee has agreed in writing, however,
the Administrator may not accept or allow Transfer Contributions that
will cause any portion of this Plan to become a plan to which ERISA
section 205 applies. To the extent that such a Transfer Contribution
occurs, the Administrator must create or revise Plan provisions or
Administrator's Rules to cause compliance with ERISA section 205 and
related provisions. The Sponsor's Designee must also indicate the extent
to which Transfer Contributions permissible under this subsection are to
be treated as Transfer Contributions or as other contributions described
in this Plan.
3.12. Voluntary Contributions
(a) Voluntary Contributions subject to Sponsor's Designee
announcement.
According to authorizing action of the Sponsor's Designee with
appropriate notice to the Interested Parties, Participants may
make Voluntary Contributions after a date announced by the
Sponsor's Designee and according to this section and any
Administrator's Rules. The Sponsor's Designee may announce
Administrator's Rules that allow Participants to make Voluntary
Contributions under the Plan. To the extent that the Sponsor's
Designee makes such an announcement and to the extent that the
maximum limit for Voluntary Contributions is not zero,
Participants may make such contributions, as limited by the Plan
and the Administrator's Rules. The Sponsor's Designee may
periodically announce limits for Voluntary Contributions
(including a limit of zero) so long as those limits do not
exceed the allowances in this section and the Administrator's
Rules.
(b) Voluntary Contribution limitations.
A Participant may make Voluntary Contributions, as described in
subsection (a), for a Plan Year if those contributions are
within the allowances of subsections (c) and (d).
(c) Cumulative allowance.
Each Participant's Voluntary Contribution for any Plan Year is
limited to an amount that is less than or equal to that amount
stipulated in Administrator's Rules as a limit on the total
amount of a Participant's Voluntary Contributions, measured on a
cumulative basis for all Plan
16
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
Years in which he is a Participant. If there are no such
Administrator's Rules, there is no limit.
(d) Annual limitation.
Except as provided in any Administrator's Rules, a Participant's
Voluntary Contributions for any Plan Year are allowed if they do
not exceed a dollar amount or a percentage level announced by
the Sponsor's Designee for that period. If the Sponsor's
Designee fails to make such an announcement, the applicable
limit is zero.
(e) Returned contributions.
Voluntary Contributions in excess of the allowances in the two
preceding subsections must be returned to the contributing
Participant.
17
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
Article 4--Allocations
4.01. General Allocation Rules and Limitations
(a) Suspension Periods.
This Plan article 4 reserves to the Sponsor certain
discretionary authority and powers; all Sponsor powers, however,
are exercised by other Fiduciaries according to this Plan during
a Suspension Period. A reference to the Sponsor or a reference
to acts of the Sponsor's Designee in this Plan article 4 in the
context of a power is, during any Suspension Period, a reference
to the Fiduciary authorized to exercise that power.
(b) General limits.
According to this section, a Participant's Account is not
credited with Annual Additions-and a Participant or Beneficiary
may not receive a Plan benefit payment in lieu of an Annual
Addition-from any Employer for any tax year of that Employer in
excess of the limits in this section. Any excess of an
Employer's contributions after allocating and crediting allowed
by this section must be returned forthwith to that Employer, as
permitted according to ERISA section 403(c)(2).
(c) Deductibility limitation.
Except as to any amount for which the Sponsor has stipulated
otherwise for a Participant for that Plan Year and amounts
contributed according to the Plan subsection entitled
"Directions relating to Internal Reserve" (see Plan section
3.07(d)) and the Plan subsection entitled "Pre-termination
contribution" (see Plan section 3.08(b)), allocations (or
benefit payments in lieu of allocations) from any Employer's
potentially deductible contributions (Basic Contributions and
Matching Contributions) to the Nonforfeitable portion of the
Account of any Participant for any tax year of that Employer
must not total more than the amount that Employer is permitted
to deduct for that Participant's benefit payments for that tax
year under Code sections 404(a)(5) and 162 for this Plan.
(d) Unallocated assets.
All Plan contributions that are not direct benefit payments are
unallocated until they are allocated according to this Plan
article 4 and any Administrator's Rules. Unallocated Plan Assets
or contributions and income on those assets or contributions are
allocated only as described in this Plan article 4 and any
Administrator's Rules. Until allocated, those assets are part of
a Suspense Account and not part of a Participant's Account.
These allocation rules do not apply to normal expense crediting
1
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
on previously allocated assets, but these allocation rules do
apply to normal income crediting on previously allocated assets.
(e) Non-cash contributions.
Allocations of non-cash contributions are made based on the
fair-market value of those contributions when those
contributions become Plan Assets or, if they never become Plan
Assets, when distributed or paid to a Participant or Beneficiary
according to this Plan.
(f) Maximum Annual Addition limitations.
Except as the Administrator determines is appropriate after a
contribution according to the Plan subsection entitled
"Directions relating to Internal Reserve" (see Plan section
3.07(d)) or the Plan subsection entitled "Pre-termination
contribution" (see Plan section 3.08(b)) or as otherwise
specifically provided in this Plan, Annual Additions from an
Employer's contributions to a Participant's Account-or Plan
benefit payments in lieu of Annual Additions-do not exceed the
amount to be paid to that Participant under this Plan during
that Employer's tax year. Annual Additions to a Participant's
Account-or Plan benefit payments in lieu of Annual
Additions-also may be limited by the Sponsor's Designee or the
Administrator in Administrator's Rules.
(g) Special Annual Addition allowances and limitations.
By announcement confirmed in writing to the Administrator, the
Sponsor's Designee may allow Annual Additions to a Participant's
Account in excess of or may set limits that are less than the
amounts allowed in subsection (f) of this section. The Annual
Addition limitations under subsection (f) of this section and
the Annual Addition allowances under this sub-section may
distinguish between Unrestricted Participants and Restricted
Participants.
(h) Limitation related to excise taxes.
Except during a Suspension Period, no Annual Addition or Plan
benefit payment in lieu of an Annual Addition is permitted to
the extent that it provokes an excise tax on an Employer.
4.02. Accounts
(a) Named Accounts generally.
As required for appropriate record-keeping, the Administrator
must establish and name Accounts or sub-accounts reflecting
interests in the Plan's benefits for each Participant according
to this Plan's lettered exhibits as described in the Plan
subsection entitled "Benefit exhibits"
2
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
(see Plan section 2.05(c)). A distribution made to a Participant
must be charged against the Participant's Account or sub-account
from which it is drawn. The Administrator must cause each
Participant's Accounts and sub-accounts to be credited and
debited with all appropriate amounts, including contributions,
investment gains and losses, and distributions.
(b) Plan Liability Accounts.
As an analogue for each portion of his Employer Contribution
Account and his Pre-tax Savings Account, each Participant has a
bookkeeping record that is a Plan Liability Account. A Plan
Liability Account holds no assets and is not part of a
Participant's Accrued Benefit, but it does represent an
entitlement to an Accrued Benefit. A Plan Liability Account
represents a claim to Plan Assets when contributions are made to
this Plan. To the extent that a Plan Liability Account would
result in an allocation that is Nonforfeitable, that Plan
Liability Account represents a claim that cannot be reduced or
eliminated by the Sponsor's Designee's announcement. Even as to
such Plan Liability Accounts that cannot be reduced, however,
there is no right or claim to Plan Assets until the allocation
required by this Plan occurs, and if there are insufficient Plan
Assets to satisfy a required allocation when it is required, the
Plan Liability Account is only a right or claim against the
Sponsor's general assets. All Plan Liability Accounts are
extinguished after any asset allocations required by this Plan's
termination. By announcement (whether or not the announcement
indicates some amount that cannot be reduced without the
Participant's consent), the Sponsor's Designee may increase any
portion of any Participant's Plan Liability Account at any time.
(c) Employer Contribution Accounts.
The Administrator must establish and maintain an Employer
Contribution Account for each Participant. Each Participant's
allocations attributable to Employer contributions and other
appropriate adjustments must be credited and debited to his
Employer Contribution Account or to the appropriate portion of
his Employer Contribution Account.
(d) Accounts that make up Employer Contribution Account.
As the related allocations are made under the Plan, the
Administrator must establish and maintain for each Participant,
as appropriate, identified Accounts that make up the Employer
Contribution Account. Those Accounts may include a Supplemental
Account, a portion of a Pre-tax Savings Account (perhaps for
Matching Contribution allocations), or any Named Account
identified in any Administrator's Rules. Each Participant's
allocations attributable to Employer contributions and other
appropriate adjustments must be credited to the appropriate
Named Account that is
3
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
part of his Employer Contribution Account, in the manner
described in this subsection's numbered paragraphs.
(1) Each Participant's allocations attributable to Basic
Contributions and other appropriate adjustments must be
credited as directed by the Sponsor's Designee or as
directed by the Administrator according to
Administrator's Rules and with the Sponsor's Designee's
consent to that Participant's Pre-tax Savings Account,
to his Supplemental Account, or to any Named Account.
(2) Each Participant's allocations attributable to Matching
Contributions and other appropriate adjustments must be
credited as directed by the Sponsor's Designee or as
directed by the Administrator according to
Administrator's Rules and with the Sponsor's Designee's
consent to that Participant's Pre-tax Savings Account,
to his Supplemental Account, or to any Named Account, as
determined by the provisions of this Plan article.
(e) After-tax Savings Account.
The Administrator must establish and maintain an After-tax
Savings Account for each Participant who makes or is deemed to
make a Participant Contribution. At least once each Plan Year,
the Administrator must cause each Participant's Voluntary
Contributions and Mandatory Contributions and appropriate
adjustments to be credited to his After-tax Savings Account.
When the Sponsor's Designee or the Administrator so directs,
each Participant's share of any Transfer Contribution that is
attributable to Participant Contributions and other appropriate
adjustments must be credited to his After-tax Savings Account,
reducing the Participant's Plan Liability Account. As
appropriate, distributions made to a Participant must be charged
against his After-tax Savings Account.
4.03. Formula Allocations
(a) General.
For each Plan Year or for any pay period or benefit payment
period, the Sponsor's Designee may announce a formula for
allocations under this Plan for any section in this Plan article
4. The Sponsor's Designee must communicate each announcement to
the Administrator. The Sponsor's Designee may provide a
predetermined formula for allocations for any Plan section by
submitting a Program of Allocations to the Administrator. The
Sponsor's Designee may not submit a formula for any Plan section
that causes an allocation that could not be made according to
that Plan section if no formula had been submitted.
4
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
(b) Program of Allocations.
To implement the provisions of subsection (a) of this section,
the Sponsor's Designee submits to the Administrator a Program of
Allocations following a form like the exhibit attached to this
Plan article 4. A Program of Allocations is an exhibit as
described in the subsection entitled "Benefit exhibits" (see
Plan section 2.05(c)) and identifies each Participant and each
section of this Plan article 4 to which it applies and may
further identify the form of the specified allocation (whether
in cash or in kind) or any particular asset that is to be
allocated. The Sponsor's Designee may amend any Program of
Allocations previously submitted by submitting a revised Program
of Allocations to the Administrator.
(c) Notices Required.
If the Sponsor's Designee submits a revised Program of
Allocations according to subsection (b) of this section, the
Administrator must notify each Participant--except for
Participants whose programmed allocation is unchanged. The
notice may be at the Administrator's convenience, but it must be
in writing and delivered before any further allocations are made
to any Participant's Account. Each Participant's written notice
must state the amount of that Participant's programmed
allocation according to the Program of Allocations previously
submitted and according to the revised Program of Allocations.
4.04. Basic Contribution Allocations
(a) Formula allocations.
Subject to the Plan section entitled "Allocations to Pre-tax
Savings Accounts (see Plan section 4.06), for each Plan Year or
for any pay period or benefit payment period, the Sponsor's
Designee may announce a formula for allocations under this
section. As of the day before the Administrator makes
allocations under this section, if a Program of Allocations
according to Plan section 4.03 applies to this section, the
Administrator must cause allocations accordingly. Subject to the
Plan section entitled "Allocations to Pre-tax Savings Accounts
(see Plan section 4.06), absent a predetermined formula
allocation for this section in a Program of Allocations
according to Plan section 4.03, the Administrator must cause the
allocations described in this section.
(b) Sponsor designation.
If an Employer causes or allows a Basic Contribution, the
Sponsor's Designee may designate that all or any part of any
Basic Contribution be
5
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
allocated to the Participants' Accounts as described in any one
or more of this subsection's paragraphs.
(1) The Sponsor's Designee may designate that the Basic
Contribution be allocated to any of a Participant's
Named Accounts.
(2) The Sponsor's Designee may designate that the Basic
Contribution be allocated to any Participant's
Supplemental Account.
(c) Failure to designate.
If an Employer causes or allows a Basic Contribution and the
Sponsor's Designee fails to designate how that contribution is
to be allocated, the Basic Contribution must be allocated first
to satisfy distributions required from Pre-tax Savings Accounts
and then to distribution required from Supplemental Accounts.
4.05. Matching Contribution Allocations
(a) Formula allocations.
Subject to the Plan section entitled "Allocations to Pre-tax
Savings Accounts (see Plan section 4.06), for each Plan Year or
for any pay period or benefit payment period, the Sponsor's
Designee may announce a formula for allocations under this
section. As of the day before the Administrator makes
allocations under this section, if a Program of Allocations
according to Plan section 4.03 applies to this section, the
Administrator must cause allocations accordingly. Subject to the
Plan section entitled "Allocations to Pre-tax Savings Accounts
(see Plan section 4.06), absent a predetermined formula
allocation for this section in a Program of Allocations
according to Plan section 4.03, the Administrator must cause the
allocations described in this section.
(b) Sponsor designation.
If an Employer causes or allows a Matching Contribution, the
Sponsor's Designee may designate that all or any part of any
Matching Contribution be allocated to the Participants' Accounts
as described in any one or more of this subsection's paragraphs.
(1) The Sponsor's Designee may designate that the Matching
Contribution be allocated to any of a Participant's
Named Accounts.
6
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
(2) The Sponsor's Designee may designate that the Matching
Contribution be allocated to any Participant's
Supplemental Account.
(c) Failure to designate.
If an Employer causes or allows a Matching Contribution and the
Sponsor's Designee fails to designate how that contribution is
to be allocated, the Matching Contribution must be allocated
first to satisfy distributions required from Pre-tax Savings
Accounts and then to distributions required from Supplemental
Accounts for the Plan Year or other pay period for which the
Matching Contribution is made.
4.06. Allocations to Pre-tax Savings Accounts
(a) Formula allocations.
For each Plan Year or for any pay period, the Sponsor's Designee
may announce a formula for allocations under this section. As of
the day before the Administrator makes allocations under this
section, if a Program of Allocations according to Plan section
4.03 applies to this section, the Administrator must cause
allocations accordingly. Absent a predetermined formula
allocation for this section in a Program of Allocations
according to Plan section 4.03, the Administrator must cause the
allocations ordered by the Sponsor's Designee and otherwise as
described in this section.
(b) Sponsor designation.
If an Employer causes or allows any contribution, the Sponsor's
Designee may designate that all or any part of that contribution
be allocated to the Participants' Pre-tax Savings Accounts. To
the extent that any Participant's Compensation-adjustment
Election has been processed by the Administrator to become
immediately effective and has not been cancelled, the Sponsor's
Designee may designate that the contribution be allocated to the
Participant's Pre-tax Savings Account, reducing that
Participant's Plan Liability Account and leaving the Internal
Reserve undiminished.
(c) Failure to designate.
If an Employer causes or allows a contribution other than a
Basic Contribution or a Matching Contribution and the Sponsor's
Designee fails to designate how that contribution is to be
allocated, that contribution must be allocated to satisfy
distributions required from Pre-tax Savings Accounts.
7
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
4.07. Employee After-Tax Contribution Allocations
(a) Voluntary Contributions.
This Plan section becomes effective after the Administrator, at
the direction of the Sponsor's Designee, announces that the
Participants may make Voluntary Contributions for a Plan Year
or, if earlier, whenever Mandatory Contributions are required
according to the Plan article 3 subsection entitled "Mandatory
Contributions" (see Plan section 3.03(k)). If a Participant
makes Mandatory Contributions or elects during the Plan Year to
make Voluntary Contributions according to this Plan, the
Administrator must direct that any such amounts be transferred
to the Trust Fund as Plan Assets. As required by the Plan
section entitled "After-tax Savings Account" (see Plan section
4.02(e)), portions of the Plan Assets must be allocated to the
Participant's After-tax Savings Account. To the extent required
by the Sponsor's Designee, the income interest from each
Voluntary Contribution must be allocated to the Income Suspense
Account. By announcement at any time, the Administrator may
cause limits (including a limit of zero) on Voluntary
Contributions allowable for Restricted Participants,
Unrestricted Participants, or both.
(b) Excess Participant Contributions.
Amounts attributable to a Participant's after-tax contributions
that may not be allocated to his After-tax Savings Account, and
earnings on such contributions, must be returned to the
contributing Participant in the same form as his contributions.
8
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
Exhibit for Article 4
Program of Allocations
According to Plan section 4.03, the Sponsor's Designee may change this Program
of Allocations at any time
I. As to Plan section 4.04:
A. The first $___________________ of allocations is:
Participant Amount
xxxxxxxxxxx xxxxxx
xxxxxxxxxxx xxxxxx
B. The next $___________________ of allocations is:
Participant Amount
xxxxxxxxxxx xxxxxx
xxxxxxxxxxx xxxxxx
C. All other allocations up to $____________________________ are
pro-rata per balance created in the preceding allocations.
D. All other allocations are determined according to the terms of
Plan section 4.04.
II. As to Plan section 4.05:
A.
B.
C.
D.
9
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
Article 5--Vesting
5.01. Suspension Period
This Plan article 5 reserves to the Sponsor certain discretionary
authority and powers; all Sponsor powers, however, are exercised by
other Fiduciaries according to this Plan during a Suspension Period. A
reference to the Sponsor or a reference to acts of Sponsor's Designee in
this Plan article 5 in the context of a power is, during any Suspension
Period, a reference to the Fiduciary authorized to exercise that power.
5.02. Vested Benefits
(a) Nonforfeitable Accounts.
Supplemental Accounts and Named Accounts that are designated by
the Sponsor's Designee as Nonforfeitable are vested
(Nonforfeitable) after that designation to the extent specified
in that designation. Designations by the Sponsor's Designee
according to the preceding sentence may grant full vesting or
conditional vesting to any Account of any Participant or may be
accomplished through designations by Account or Participant
classes.
(b) Full vesting.
If a Participant performs substantial services (as that term is
used in Treasury Regulation section 1.833(c)(1)) for at least
one of the Employers each year until he Retires, that
Participant's Accounts not listed in the preceding subsection
(including any of his Accounts, to the extent that they are not
designated as Nonforfeitable when they are created or later) are
fully vested (Nonforfeitable) not later than the date that he
Retires. Except to the extent previously announced or otherwise
designated by the Sponsor's Designee, all of an Active
Participant's Accounts are fully vested on the earlier of the
dates described in this subsection's paragraphs.
(1) The Participant's date of death as an Active
Participant.
(2) The date on which the Participant becomes Disabled as an
Active Participant.
(c) Nullifying Plan provisions.
For any Participant or any portion of any Participant's Account
that is not vested (Nonforfeitable), the Sponsor's Designee may
determine that any provision of this Plan dealing with vesting
or Forfeitures does not apply or
1
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
applies only with special limitations. That decision does not
require any Participant's consent and is effected by a written
communication delivered to the Participant and the
Administrator.
5.03. Forfeitures
(a) Basic rules governing time of Forfeiture.
Any vested (Nonforfeitable) portion of a Participant's Account,
and vested (Nonforfeitable) amounts attributable to allocations
that are expected according to a Participant's Plan Liability
Account cannot be Forfeited without that Participant's consent.
Except for Forfeitures with the Participant's consent, this
subsection governs the time of this Plan's Forfeitures. The
Sponsor's Designee may cause any amount except Nonforfeitable
amounts, including amounts attributable to allocations that are
expected according to a Participant's Plan Liability Account, to
be Forfeited at any time without any Participant's consent. The
Sponsor's Designee may cause any Nonforfeitable amount,
including amounts attributable to allocations that are expected
according to a Participant's Plan Liability Account, to be
Forfeited at any time with the consent of the Participant whose
Account is being Forfeited. Except during a Suspension Period,
the Forfeitable portion of a Participant's Account is Forfeited
when he Separates from Service. After a Participant Separates
from Service during a Suspension Period, each part of his
Employer Contribution Account that is subject to Forfeiture is
Forfeited as of the earlier of the dates listed in this
subsection's paragraphs.
(1) The date of the Participant's death.
(2) The last day of the fifth year after the Participant's
Separation from Service.
If the Plan terminates pursuant to Plan article 8 at any time
except during a Suspension Period, the Forfeitable part of all
Accounts is Forfeited as of the date of the Plan's termination.
(b) Time of distributions in relationship to time of Forfeiture.
The Administrator's directions to distribute a Participant's
Nonforfeitable interest in his Account according to Plan article
6 operate independently from this Plan section's operative rule
about the time of Forfeitures after a Participant Separates from
Service. Thus, distributions can be ordered before, after, or at
the same time as a Forfeiture occurs according to this Plan
section.
2
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
(c) Allocation of Forfeitures.
Except for Forfeitures attributable to allocations that are
expected according to a Participant's Plan Liability
Account-which are cancellations of contributions or Forfeitures
that are never allocated or reallocated-all Forfeitures must be
allocated as Matching Contributions according to Plan article 4.
3
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
Article 6--Distributions
6.01. General Provisions on Benefits, Distributions, Transfers
(a) Suspension Periods.
This Plan article 6 reserves to the Sponsor certain
discretionary authority and powers; all Sponsor powers, however,
are exercised by other Fiduciaries according to this Plan during
a Suspension Period. A reference to the Sponsor or a reference
to acts of Sponsor's Designee in this Plan article 6 in the
context of a power is, during any Suspension Period, a reference
to the Fiduciary authorized to exercise that power.
(b) Article controls.
All distributions or benefit payments in lieu of contributions
according to this Plan are subject to the provisions of this
article.
(c) Administrator authori1y and discretion.
The Sponsor's Designee may direct the Administrator's actions,
but only the Administrator may direct as to the amount and form
of any distribution, any benefit payment, or any other
disposition of Plan Assets in satisfaction of benefits. Any
Trustee, co-Trustee, Insurer, or other holder of Plan Assets may
be directed as to such distributions, payments, or dispositions
only by the Administrator. The Administrator may exercise its
discretion in implementing any provision in this Plan article or
in implementing any Administrator's Rules about benefits,
distributions, or transfers of Plan Assets and liabilities if
that exercise of discretion does not violate any of the other
provisions in this Plan article or in any Administrator's Rules
and does not result in the Plan's failure to satisfy the
provisions of the Plan subsection entitled "Qualification
intended" (see Plan section 3.02(b)). The Administrator or the
Sponsor's Designee may create and publish original, additional,
or revised Administrator's Rules for this Plan article if that
action is consistent with the provisions of this Plan article.
Specifically, the Sponsor's Designee or the Administrator may
create or amend any Administrator's Rules to implement or change
the Plan's operative rules on Participants' in-service
withdrawals from Accounts.
(d) Discharge of liability.
Any payment to a person (or his representative) entitled to
payment under the Plan, to the extent of the payment, is in full
satisfaction of all claims under the Plan against the Sponsor's
Designee, all Trustees, all co-Trustees, all Insurers, all
holders of Plan Assets, the Administrator, each member of any
Plan Committee, and the Employers. Any person or
1
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
entity, as a condition to payment from it or directed by it, may
require the payee-Participant, -Beneficiary, or -legal
representative to execute a receipt and release of the claim in
any form determined by the person requesting the receipt and
release.
(e) Transfers on notice from Sponsor.
On written direction from the Sponsor's Designee but subject to
this Plan's provisions on asset and liability transfers, the
Administrator and the appropriate Trustees, co-Trustees,
Insurers, or other holders of Plan Assets must take all
necessary steps to transfer assets to any trust governed by an
agreement between a Trustee or co-Trustee and the Sponsor or
another Employer or to a successor trustee or to an Insurer,
according to the Administrator's directions.
(f) Plan termination distributions.
When the Plan terminates, any allocation required by ERISA must
be made. As provided in the Plan section entitled "Benefits
Supported Only by Plan Assets and Sponsor" (see Plan section
1.05), Plan Assets are not the only source from which a claimant
may satisfy a claim based on a Participant's Account, based on a
Participant's entitlement to assets, or based on a Participant's
expected allocations according to his Plan Liability Account.
After implementing the provisions of this subsection, providing
for payment of any expenses properly chargeable against any
Trust Fund or Plan Contract, and confirming compliance with all
other precedent requirements of law, the Administrator may
direct any Trustees and co-Trustees to distribute assets
remaining in the Trust Fund, may direct any Insurer to
distribute any assets remaining in any reserve or account, and
may direct any other holder of any Plan Assets to distribute any
assets remaining in that holder's custody. A distribution may be
in cash or in kind, despite any other terms of the Plan, and in
the manner the Administrator determines, so long as the
distribution is consistent with statutory requirements.
(g) Special distributions allowed.
This subsection applies if the Plan is continued according to
this Plan's other terms by a corporation or any other legal
entity merged or consolidated with an Employer or otherwise
succeeding an Employer as a result of any change in ownership of
that Employer or the Employer's assets. If a Participant
continues work with the surviving or purchasing legal entity but
does not qualify to continue as a Participant, the Administrator
must determine the options available-including the possibility
of distributing assets or transferring assets-that would not
render this Plan at any time revocable, invalid, or inconsistent
with the
2
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
Plan subsection entitled "Qualification intended" (see Plan
section 3.02(b)) and must treat that Participant's interests in
the manner the Administrator deems most beneficial to that
Participant.
(h) Unclaimed benefits.
If the inability to determine a payee's identity or whereabouts
prevents any holder of Plan Assets from paying any amount to a
Participant, former Participant, or Beneficiary within seven
years after the amount becomes payable, all amounts that would
have been payable to that Participant, former Participant, or
Beneficiary must be segregated by that holder and then dealt
with by that holder according to the laws of the state by which
this Plan is governed that pertain to abandoned intangible
personal property held in a fiduciary capacity.
(i) Recapture of payments.
By error, it is possible that payments to a Participant or
Beneficiary may exceed the amounts to which the recipient is
entitled. When notified of the error, the recipient must return
the excess as directed by the Administrator. This requirement is
limited where explicit statutory provisions require limitation.
To prevent hardship, repayment under this subsection may be made
in installments, determined in the sole discretion of the
Administrator. A repayment arrangement, however, may not be
contrary to law, and it may not be used as a disguised loan. If
any person is authorized by statute to recover some payments on
behalf of the Plan, no Plan provision may be construed to
contravene the statute.
(j) Limits on assignment.
Plan benefits are not subject to Assignment and Alienation (they
may not be anticipated, assigned either at law or in equity,
alienated, or be subject to attachment, garnishment, levy,
execution, or other legal or equitable process).
(k) Garnishments.
If a Participant's benefits are garnished or attached by order
of any court, then the Administrator or any holder of Plan
Assets involved may bring an action for a declaratory judgment
in a court of competent jurisdiction to determine the proper
recipient of those benefits. Any benefits that become payable
while that action is pending must not be paid or, at the
Administrator's direction, must be paid into the court as they
become payable, to be distributed later by the appropriate
holder of Plan Assets or by the court to the recipient
determined by the court.
(l) Distributions to minors and incompetents.
3
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
If any Plan amount is payable to a Participant or Beneficiary
who is a minor or who, in the Administrator's opinion, is not
capable of making proper disposition of funds or is not legally
capable of giving a valid receipt and discharge for the assets,
that payment may be made for the benefit of the Participant or
Beneficiary to any person that the Administrator in its
discretion designates, including the guardian or legal
representative of the Participant or Beneficiary, an adult with
whom that Participant or Beneficiary resides, or in discharge of
that Participant's or Beneficiary's bills. To the extent of any
such payments, they are deemed a complete discharge of any
liability for such payment under the Plan, and any holder of
Plan Assets may make the payments without the intervention of
any guardian or similar fiduciary and without obligation to
require bond or to see to the further application of the
payments.
(m) General rule for valuing Accounts for distributions.
All assets distributed must be valued as of the time of
distribution. Except as specifically provided otherwise in this
Plan article, the value of a Participant's Account for purposes
of distributions is not determined until after the Administrator
has received all of the appropriate claim forms, election forms,
and withholding forms. The value is then determined as of the
Valuation Date that satisfies two conditions: first, it is no
earlier than the day of the Participant's Separation from
Service; and second, it is the Valuation Date immediately before
the distribution.
(n) Administrator's valuation adjustment.
If an Account's value otherwise determined according to this
Plan should be adjusted to avoid obvious unfairness on one hand
to the Participant or Beneficiaries entitled to a distribution
or obvious unfairness on the other hand to the other
Participants and Beneficiaries, the Administrator may cause a
special valuation for that Account alone. The value of that
Account then must be adjusted upward or downward as necessary in
the Administrator's opinion to avoid the obvious unfairness,
based on changes in the value of Plan Assets (or of any relevant
part of the Plan's Assets) since the last general Valuation
Date.
(o) Two-part distributions.
It is possible for a Participant to Separate from Service after
the last day of a pay period for which an Employer contribution
is made and yet before (perhaps by several years) that Employer
contribution is made. If that happens, the Administrator may
apply this Plan's distribution provisions once to the
Participant's Account before that Employer contribution is made
and then again to the Participant's Account after the Employer
contribution is made.
4
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
6.02. Claims
(a) Distributions without claims.
The Administrator is not required to cause a Plan distribution
before a claim has been filed, but the Administrator may cause a
Plan distribution before a claim has been filed if information
comes to the Administrator's attention that indicates that a
Participant or Beneficiary is entitled to a distribution.
(b) Claims to Administrator.
Subject to this Plan's provisions on claim reviews, claims for
benefits from this Plan must be made in writing to the
Administrator or to any person the Administrator designates to
receive claims. If the Administrator has made forms available,
those forms must be used; otherwise, a claim by a Participant or
Beneficiary communicated in writing to the Administrator is
satisfactory.
(c) Administrator's response.
On receipt of a claim, the Administrator must respond in writing
within ninety days. The Administrator's first written notice
must indicate any special circumstances requiring an extension
of time for the Administrator's decision. The extension notice
must indicate the date by which the Administrator expects to
give a decision. An extension of time for processing may not
exceed ninety days after the end of the initial ninety-day
period.
(d) Denied claims.
If a claim is wholly or partially denied, the Administrator must
give written notice within the time provided in subsection (c).
If notice that a claim has been denied is not furnished within
the time required in subsection (c), the claim is deemed denied.
An adverse notice must be written in a manner calculated to be
understood by the claimant and must include
(1) each reason for denial;
(2) specific references to the pertinent provisions of the
Plan or related documents on which the denial is based;
(3) a description of any additional material or information
necessary for the claimant to perfect the claim and an
explanation of why that material or information is
needed; and
(4) appropriate information about the steps to be taken if
the claimant wishes to submit the claim for review.
5
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
6.03. Review of Claims
(a) Administrator's review.
On receiving a claimant's proper written request for review, the
full membership of the Administrator or a person designated by
the Administrator must review any claim that was denied
according to the Plan section entitled "Claims" (see Plan
section 6.02). The written request must be received by the
Administrator before sixty-one days after the claimant's receipt
of notice that a claim has been denied according to that Plan
section.
(b) Possible hearing.
The Administrator or any designated reviewer must determine
whether there will be a hearing. The claimant and an authorized
representative are entitled to be present and heard at any
hearing that is used as part of the review. Before any hearing,
the claimant or a duly authorized representative may review all
Plan documents and other papers that affect the claim and may
submit issues and comments in writing. The Administrator or
reviewer must schedule any hearing to give sufficient time for
this review and submission, giving notice of the schedule and
deadlines for submission.
(c) Review decision time limit.
The decision on review must be furnished to the claimant in
writing within sixty days after the request for review is
received, unless special circumstances require an extension of
time for processing. If an extension is required, written notice
of the extension must be furnished to the claimant before the
end of the sixty-day period, and the decision then must be
rendered as soon as possible but not later than 120 days after
the request for review was received. The decision on review must
be written in a manner calculated to be understood by the
claimant and must include specific reasons for the decision and
specific references to the pertinent provisions of the Plan or
related documents on which the decision is based. If the
decision on review is not furnished to the claimant within the
time required in this subsection, the claim is deemed denied on
review.
(d) Allowances if a committee reviews.
If a review under this section is conducted by any committee,
including a Plan Committee, and if that committee has regularly
scheduled meetings at least quarterly, the rules in this
subsection govern the time for the decision on review and
supersede the rules in the immediately preceding Plan
subsection. If the claimant's written request for review is
received
6
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
more than thirty days before that committee's meeting, a
decision on review must be made at the next meeting after the
request for review has been received. If the claimant's written
request for review has been received thirty days or less before
a meeting of that committee, the decision on review must be made
at the committee's second meeting after the request for review
is received. If special circumstances (such as the need to hold
a hearing) require an extension of time for processing, the
committee's decision must be made not later than that
committee's third meeting after the request for review has been
received. If an extension of time is required, written notice of
the extension must be furnished to the claimant before the
extension begins. If notice that a claim has been denied on
review is not received by the claimant within the time required
in this subsection, the claim is deemed denied on review.
(e) Determination final.
Except for a written request for review under subsection (a),
all good-faith determinations by the Administrator are
conclusive and binding on all persons, and there is no right of
appeal.
6.04. Death Distributions
(a) Amount to which section applies.
This section applies to the amount of a Participant's Plan
Liability Account and to the value of the portion of a
Participant's Account for which the Administrator has not
directed a distribution or transfer according to this Plan
before the Administrator receives proof of that Participant's
death.
(b) Ordering distribution.
Subject to this Plan's other provisions about Beneficiaries, as
soon as reasonably possible after a Participant dies and after
the Administrator receives (or is deemed to receive) the
appropriate claim forms, election forms, and withholding forms,
the Administrator must direct the Sponsor or any holder of Plan
Assets to distribute funds equal to the amount that would have
been the Nonforfeitable value of the Participant's Account to
which this section applies, calculated as if the Participant's
Plan Liability Account had been eliminated by allocations to the
coordinate portions of the Participant's Account. Except as
specifically provided to the contrary in this Plan, the
Administrator directs distributions to a Participant's
Beneficiary or Beneficiaries.
(c) Valuing the Account.
For purposes of subsection (b), a Participant's Account is
valued and the amount of his Plan Liability Account is fixed
after the Administrator
7
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
receives proof of the Participant's death according to Plan
article 7 and as of the Valuation Date that satisfies both of
these conditions:
(1) The Valuation Date is no earlier than the day of the
Participant's death.
(2) The Valuation Date is the Valuation Date immediately
before the distribution.
(d) Death before termination of employment.
When a Participant who is an Employee dies, the entire value
credited to his Account, calculated as if the Participant's Plan
Liability Account had been eliminated by allocations to the
coordinate portions of the Participant's Account, and any amount
that is later allocated to his Account according to this Plan
that is not Nonforfeitable becomes Nonforfeitable only to the
extent announced by the Sponsor. Except for announced post-death
Vesting, when a Participant who is an Employee dies, only the
Nonforfeitable value credited to his Account, calculated as if
the Participant's Plan Liability Account had been eliminated by
allocations to the coordinate portions of the Participant's
Account, and the Nonforfeitable portion of any amounts later
allocated to his Account according to this Plan may be
distributed according to this Plan; the Forfeitable portions are
Forfeited, and the portion of the Plan Liability Account that
was not satisfied by allocations or post-death distributions is
cancelled.
(e) Death after termination of employment.
When a Participant who is not an Employee dies, only the
Nonforfeitable value credited to his Account, calculated as if
the Participant's Plan Liability Account had been eliminated by
allocations to the coordinate portions of the Participant's
Account, and the Nonforfeitable portion of any amounts later
allocated to his Account according to this Plan may be
distributed according to this Plan; the Forfeitable portions are
Forfeited, and the portion of the Plan Liability Account that
was not satisfied by allocations or post-death distributions is
cancelled.
6.05. Distributions on Events
(a) When section applies.
The provisions of this section's subsections (b) and (d) apply
when a Participant Separates from Service for any reason,
including Separation from Service caused by Retirement
(including Early Retirement), death, or Disability. The
provisions of this section's subsection (c) apply according
8
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
to this Plan's lettered exhibits describing benefit categories
and Participants' distribution elections.
(b) Allocation entitlements.
Although a Participant who Separates from Service can be
eligible according to this Plan's lettered exhibits describing
benefit categories for allocations from Employer contributions
for earlier Plan Years-even if those contributions for earlier
years do not occur until after the Participant's Separation from
Service-except to the extent provided in those lettered
exhibits, a Participant who Separates from Service is no longer
an Active Participant and is not entitled to Employer
contribution allocations for the Plan Year (or other shorter pay
period used by the Administrator) in which he Separates from
Service. Subject to this Plan's lettered exhibits describing
benefit categories, there are four exceptions, listed in this
subsection's paragraphs, to the general rule that Separation
from Service results immediately in loss of Active Participant
status.
(1) In determining eligibility for Employer contribution
allocations generally, an Active Participant who
Separates from Service as a Covered Employee by Retiring
is an Active Participant for the Plan Year in which he
Separates.
(2) In determining eligibility for Employer contribution
allocations generally, an Active Participant who
Separates from Service as a Covered Employee while he
has a Disability is an Active Participant for the Plan
Year in which he Separates.
(3) In determining eligibility for Employer contribution
allocations generally, an Active Participant who dies as
a Covered Employee is an Active Participant for the Plan
Year in which he dies.
(4) For purposes of this Plan article 6, to the extent that
an Employer contribution allocation reduces the portion
of a Participant's Plan Liability Account that existed
before the beginning of the Plan Year (or the shorter
pay period), that allocation is not an allocation for
the current Plan Year (or the shorter pay period).
(c) Distributions.
This Plan's lettered exhibits defining benefit categories,
together with a Participant's distribution election for each of
this Plan's lettered exhibits for which that Participant has
been an Eligible Employee and has accumulated an Accrued
Benefit, determine whether and when a Participant is entitled to
a distribution. A Participant who is entitled to any
9
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
distribution according to those lettered exhibits and his
distribution election for any reason other than death is
entitled to that distribution as soon as possible after the
Plan's appropriate Valuation Date.
(1) Until the Sponsor's Designee announces otherwise
according to this Plan, the appropriate Valuation Date
for this subsection for all Participants who are to
receive single-sum distributions is the first Valuation
Date that is not earlier than the day on which the
Participant becomes entitled to a distribution.
(2) Until the Sponsor's Designee announces otherwise
according to this Plan, for each Participant who is to
receive installment payments from this Plan, each
installment has one appropriate Valuation Date for this
subsection. The appropriate Valuation Date for the first
installment is the first Valuation Date that is not
earlier than the day on which the Participant becomes
entitled to a distribution. Each later installment has
an appropriate Valuation Date that is an anniversary
(including semi-annual or more frequent "anniversaries"
for payments that are more frequent than annually) of
the first.
(3) The Sponsor's Designee may announce and implement one or
more rules for any Participant or any class of
Participants, to the effect that the appropriate
Valuation Dates for this subsection relate to the day on
which a Participant's Forfeiture occurs according to
Plan article 5.
(4) The Sponsor's Designee may announce and implement one or
more rules for any Participant or any class of
Participants, to the effect that a specifically
determinable Valuation Date or that each of a series of
specifically determinable Valuation Dates (e.g., in the
case of distributions to be accomplished periodically)
is the appropriate Valuation Date for this subsection
for each of those Participants.
(d) Involuntary Cash-out.
Except as provided in this Plan's lettered exhibits defining
benefit categories, after a Participant has Separated from
Service, the Administrator may direct an Involuntary Cash-out of
that Participant's entire Nonforfeitable interest in his
Account-based on the Nonforfeitable value of that Account,
calculated as if the Participant's Plan Liability Account had
been eliminated by allocations to the coordinate portions of the
Participant's Account. The Involuntary Cash-out may occur at any
time
10
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
after the Participant Separates from Service and after a
Valuation Date that satisfies this Plan article's section
entitled "General rule for valuing Accounts for distributions"
(see Plan section 6.01(m)). After an Involuntary Cash-out
occurs, the Forfeitable value of the cashed-out Participant's
Accrued Benefit is Forfeited, and his Plan Liability Account is
cancelled.
6.06. Methods of Distribution
(a) Forms first.
As provided in this Plan, but only after the Administrator
receives (or is deemed to receive) the appropriate claim forms,
election forms, and withholding forms, the Administrator must
direct the Sponsor or any holder of Plan Assets to distribute
the Nonforfeitable value of the Participant's Account. The date
for distribution entitlement is determined according to Plan
section 6.05, and the method is determined by this section.
(b) Designation to Administrator.
Except as provided otherwise in this Plan's lettered exhibits
governing the Account or Account-portion in question, by written
designation delivered to the Administrator before the final date
announced by the Sponsor's Designee according to Administrator's
Rules for that election, a Participant may indicate a preference
from among the methods of payment provided in this section,
subject to the provisions of Plan section 6.01, subsection (e)
of this section, and the remaining provisions in this Plan
article. For any Plan benefit that is a distribution based on an
Elective Deferral, the Sponsor's Designee may not announce a
date that is later than the day before the year in which the
Participant performed the services for which the Elective
Deferral benefit is to be paid. Except as provided in
subsections (d) and (g), for any other Plan benefit, the
Sponsor's Designee may not announce a date that is earlier than
the Participant's Entry Date or that is later than the end of
the Plan Year preceding the Plan Year in which the Participant
performed the services that earned the benefit. The
Administrator must instruct the Sponsor or any holder of Plan
Assets to make the distribution accordingly, unless it would
jeopardize the intended status of the Plan, as described in the
Plan subsection entitled "Qualification intended" (see Plan
section 3.02(b)). When any Account (or sub-account) has been
completely distributed and its coordinate Plan liability Account
is zero, it is cancelled.
(c) Other provisions limit.
An election of a distribution method may not extend or expand
any Participant or Beneficiary rights provided in this Plan.
11
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
(d) Change requests.
If a Participant or a Beneficiary wishes to change his
distribution-method election, a requested change is not
effective before it is received by the Administrator. The
Administrator, the Sponsor's Designee, any holder of Plan
Assets, and the Employers are not liable for a failure to make a
change between the time a change is requested and the
Participant's death, Disability, or Separation from Service,
unless the failure is willful or from substantial negligence;
one party is not liable for the failure of another party. Except
for distribution change requests accomplished within the time
allowances described in subsection (b), a change request cannot
be honored without a substantial penalty, as determined by the
Administrator. The substantial penalty may include a requirement
that a Participant consent to a Forfeiture of part of his Plan
benefits that were otherwise Nonforfeitable.
(e) Methods.
Except for distributions governed by this Plan's lettered
exhibits that require or allow otherwise, distributions must be
made in one or more of the methods listed in this subsection.
According to the terms of this Plan, if a Participant Separates
from Service on account of Retirement or Disability, his
Accounts must be distributed by either of the two methods or a
combination of the two methods listed in paragraphs (1) and (2).
If a Participant Separates from Service but not on account of
Retirement or Disability, his Accounts must be distributed as a
single sum.
(1) Single sum. The amounts may be distributed as a
single-sum distribution in cash or other property.
(2) Installment payments. The amounts may be distributed in
cash or other property over a fixed period of time in
quarterly or annual installments with Valuation Dates
determined according to Plan section 6.05(c)(2) or
6.05(c)(4).
The Administrator may adjust any installment-payment election as
it deems necessary to accommodate non-cash distributions.
(f) Restrictions.
A distribution method may not be elected if it provides for
installment payments from this Plan of less than $100 (or one
unit of an Employer Security, if that is the form of
distribution).
(g) Further change allowed.
12
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
If the amount credited to a Participant is being paid in
installments, the Sponsor's Designee may consent to any
Participant's request and direct any change in payment method
consistent with the other rules in this section, including
emergency advances according to the procedure established in
this Plan section's subsection (h). To the extent permitted and
according to the Administrator's Rules, the Participant may
request a withdrawal of part or all of his Account, change the
frequency of the installments, or change the length of the
installment period. The provisions of this subsection do not
apply to any distribution based on an Elective Deferral. A
change request cannot be honored without a substantial penalty,
as determined by the Sponsor's Designee. The substantial penalty
may include a requirement that a Participant consent to a
Forfeiture of part of his Plan benefits that were otherwise
Nonforfeitable.
(h) Emergency payments.
According to any Administrator's Rules the Administrator or the
Sponsor's Designee announces, the Administrator may direct the
Sponsor or any appropriate holder of Plan Assets to make
emergency payments to a Participant or Beneficiary during a
hiatus between the Participant's Separation from Service and the
time when regular benefit payments are to begin according to
Plan section 6.05 and this section. Emergency payments are
treated as advances against the benefits ultimately due.
Emergency payments may be made only on application by a
Participant or the Participant's Beneficiaries, certifying the
Separation from Service and indicating the emergency nature of
the application. Emergency payments may not exceed the
Participant's Account balance as determined by the
Administrator, calculated as if the Participant's Plan Liability
Account had been eliminated by allocations to the coordinate
portions of the Participant's Account; and the Sponsor's
Designee may restrict any Participant's emergency payments to an
amount that is less than the Participant's Account balance. An
emergency payment request that does not satisfy the hardship
standard in Plan section 6.07(e) may be honored only as if it
were a change request according to subsection (d) of this
section.
6.07. In-Service Withdrawals
(a) Written request to Administrator.
Subject to subsection (b), to the extent allowed according to an
authorizing designation by the Sponsor's Designee, a Participant
who has attained Age 55 and whose Account balance has been
designated as eligible for withdrawals according to this section
by the Sponsor's
13
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
Designee may apply in writing as often as his Sponsor's
Designee's designation permits to the Administrator for the
immediate distribution according to this section of part of the
Nonforfeitable value of his Supplemental Account, calculated as
if the Participant's Plan Liability Account had been eliminated
by allocations to the coordinate portions of the Participant's
Account.
(b) Forfeiture.
A withdrawal according to subsection (a) automatically results
in the Forfeiture of all of the Forfeitable amount. in the
Account (calculated as described in subsection (a)) from which
the withdrawal is distributed and ten percent of the
Nonforfeitable portion of that Account (calculated as described
in subsection (a)) or any greater amount stipulated in the
designation by the Sponsor's Designee authorizing the
Participant's withdrawal.
(c) Directing distributions.
According to the provisions in the preceding subsections of this
Plan section and any additional rules it or the Sponsor's
Designee announces, the Administrator may direct the Sponsor or
any appropriate holder of the Plan Assets to be withdrawn to pay
a Participant all or part of his Supplemental Account.
(d) Hardship withdrawals.
Subject to his individual limitation according to this
subsection, a Participant who has experienced a hardship may
apply in writing to the Administrator for a distribution after a
Valuation Date according to this section from any of his
Accounts that have been designated by the Sponsor's Designee as
available for his withdrawals according to this subsection. An
announcement by the Sponsor's Designee that this subsection
applies to an individual Participant must include a designation
by the Sponsor's Designee identifying each Account and the
portion of that Account available for that Participant's
withdrawals according to this subsection. By a later
announcement, the Sponsor's Designee may revise or revoke any
announcement that applies to any Participant at any time. The
Administrator must direct the Sponsor or any appropriate holder
of Plan Assets to be withdrawn to determine the value of the
assets available for distribution.
(e) Hardships.
Portions of a Participant's Accounts may be distributed on
account of hardship according to subsection (d) only if the
distribution is necessary in light of immediate and heavy
financial needs of the Participant. A hardship
14
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
distribution according to this section cannot exceed the amount
required to meet the immediate financial need created by the
hardship and not reasonably available from other resources of
the Participant. The determination of the existence of financial
hardship and the amount required to be distributed to meet the
need created by the hardship must be made in accordance with the
standards described in this subsection. The Administrator may
appoint an impartial counselor to make the determination. The
standards of this subsection for determining hardship must not
be construed to be less rigorous than required by regulations
interpreting Code section 401(k)(2)(B) without regard to any
"safe-harbor" allowances in those regulations. Any appointed
counselor must operate according to the provisions in this Plan
article covering claim appeals. An uninsured medical need or
property loss exceeding $25,000 must always be deemed a hardship
creating a need for an amount equal to the medical expenses
incurred or the property loss suffered. The Sponsor's Designee
or the Administrator may adopt and announce a minimum notice
period (for administrative convenience) for any withdrawal
pursuant to this Plan section's subsection (d). Other hardship
standards may be announced by the Sponsor's Designee or the
Administrator.
(f) Withdrawals from After-tax Savings Accounts.
Subject to any Administrator's Rules (especially concerning
reasonable notice and the liquidity of Plan Assets), a
Participant may withdraw from his After-tax Savings Account any
amount that is, when added to all earlier withdrawals from that
After-tax Savings Account, not greater than the Participant's
contributions to that Account.
15
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
Article 7--Death Benefits
7.01. Proof of Death
The Administrator has no duty to direct a death-provoked distribution
under this Plan until it receives proof of the Participant's death.
7.02. Designation of Beneficiary
(a) Application of section.
This section applies only to the portion of a Participant's
(1) Account and
(2) expected allocations in reduction of the coordinate
parts of his Plan Liability Account
for which the Administrator has not directed a distribution,
Benefit Entitlement payment, or a transfer according to this
Plan before the Administrator receives proof of the
Participant's death.
(b) Beneficiaries.
The Sponsor's Designee may announce or Administrator's Rules
otherwise may provide that, as to any Participant's Account or
portion of an Account or as to all Account portions from a given
category of benefits according to one of this Plan's lettered
exhibits, any Participant's Beneficiaries are the same
individuals or entities as would apply under another
Sponsor-maintained employee benefit plan. Absent such an
announcement and subject to any Administrator's Rules about
Beneficiaries, a Participant may designate a Beneficiary or
Beneficiaries, indicating single, multiple, primary, or
secondary Beneficiaries. Each designation must be in writing,
signed by the Participant, and delivered to the Administrator.
Each designation is revocable. A Participant's change of
Beneficiary is not effective until received by the
Administrator. The Administrator and Employers are not liable
for a failure to make a change between the time requested and
the Participant's death unless the failure is willful or from
gross negligence, and one party is not liable for the failure of
another party. If there is no valid designation by the
Participant, or if the designated Beneficiary or Beneficiaries
fail to survive the Participant, the Beneficiary is the
Participant's Spouse at the Participant's death; if the
Participant has no Spouse at death, then the Beneficiary is the
Participant's estate.
1
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
Article 8--Amendment, Termination, and Merger
8.01. Exercise of Powers
(a) Source of powers.
The Sponsor's exercise of each of the powers listed in this
subsection's paragraphs is limited by and is governed by this
Plan article and Plan article 10. Unless otherwise specified or
limited by this Plan, however, each of the powers is vested in
full in the Sponsor.
(1) The power to name or remove Plan Fiduciaries.
(2) The power to amend this Plan.
(3) The power to cause or allow a merger or consolidation of
this Plan with another plan.
(4) The power to cause or allow a transfer of assets or
liabilities from or to this Plan.
(5) The power to cause or allow this Plan to be terminated.
(6) The power to suspend benefit payments.
(7) The power to cause allocations of Plan Assets.
(b) Power to amend.
This Plan section may not be amended unless the amendment in no
way endangers the rights of the Plan's current Participants,
which fact must be evidenced by the determination of a court of
competent jurisdiction or, until such a court determines the
fact, by an opinion of counsel selected by the Administrator.
That counsel's opinion must be addressed to the Participants of
this Plan and must be delivered to the Administrator as agent
for those individuals. This Plan article may not be amended
unless the amendment is either
(1) the correction of typographic or scriveners' errors
(which include omissions, diction errors, or sentence
structures that cause a confused or unintended meaning)
that occur in the process of drafting this document, and
each such error must be confirmed by the Sponsor and the
Sponsor's counsel who assisted in drafting this
document; or
(2) the removal or addition of provisions in furtherance of
the purpose of this Plan and without reducing the
Accrued Benefits or cancelling any part of the Plan
Liability Accounts of Participants generally, which
facts must be evidenced by the determination of a court
of competent jurisdiction or, until such a court
determines those facts, by an opinion of counsel
selected by the Administrator. That
1
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
counsel's opinion must be addressed to the current
Participants (if there are any) and must be delivered to
the Administrator as agent for those individuals.
Every exhibit to this Plan is part of the Plan. Except as
specifically provided in this Plan, the creation or change of an
exhibit by a Fiduciary authorized in this Plan to create or
change the exhibit is a Van amendment requiring approval of the
Sponsor's Designee but not an amendment restricted by this Plan
article other than during a Suspension Period. Any other
creation or change in an exhibit is an amendment that requires
approval by the Sponsor's Designee and is restricted by this
Plan article unless the exhibit itself provides otherwise (for
example, the exhibit of Alternate Administrators described in
the Plan subsection entitled "Alternate Administrator
appointment" (see Plan section 10.05(b)) normally would not be
the type of exhibit restricted by this Plan article other than
during a Suspension Period. During a Suspension Period, the
creation or change of an exhibit for any section in this Plan
article or any lettered exhibit describing a benefit arrangement
is a Plan amendment limited by this article.
(c) General power to amend, terminate, or transfer
assets/liabilities.
Except as otherwise specifically provided in this Plan article
and in Plan article 10, the Sponsor has the power and right to:
(1) amend this Plan in whole or in part;
(2) terminate this Plan in whole or in part or suspend any
benefit payments;
(3) cause assets, liabilities, or both to be allocated
within this Plan or to be transferred to or from this
Plan; and
(4) name Plan Fiduciaries.
(d) Sponsor's powers suspended.
The Sponsor's powers described in subsections (a), (b), and (c)
are suspended according to the Plan section entitled "Trigger
Events, Restoration Events, and Consequences" (see Plan section
8.10) during a Suspension Period.
8.02. Amendment
(a) Sponsor.
Except as specifically provided in this Plan (for example, as
provided in Plan article 10, Plan section 8.01, Plan section
8.09, Plan section 8.10,
2
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
and subsection (c) of this Plan section) or in the other
documents identified in this section, the Sponsor retains the
right
(1) to prospectively or retroactively amend this Plan and
any governing document for any funding medium for this
Plan, including a Trust Agreement, to establish or
retain the status of this Plan and any funding medium,
including a Trust, under the provisions of the Plan
subsection entitled "Qualification intended" (see Plan
section 3.02(b));
(2) to amend this Plan and any governing document for any
funding medium for this Plan, including a Trust
Agreement, in any other manner;
(3) to amend this Plan and liquidate any funding medium,
including a Trust Fund, according to that funding
medium's governing documents; and
(4) to amend this Plan and liquidate any Plan Assets
attributable to any identifiable component of this Plan
by transferring all Plan Assets attributable to that
portion of the Plan to a new funding vehicle or to an
Employer.
An amendment is effective on the date indicated in any written
instrument that is executed by the Sponsor (or by the person
specified according to Plan section 8.09(b), when the Sponsor's
power is suspended or has been terminated) and delivered to the
Administrator.
(b) No diversion or assignment.
The provisions of this subsection are subject to the provisions
of subsection (c). No amendment to the Plan or any governing
document for any funding medium for this Plan, including a Trust
Agreement, and no transfer of liabilities or any Plan Assets or
Trust Fund assets may authorize or permit any part of any Plan
Assets to be used for or diverted to purposes other than the
exclusive purposes of providing benefits to Participants and
Beneficiaries. An amendment may cause a Forfeiture of any
Participant's Accrued Benefit that is not vested
(Nonforfeitable) or a cancellation of the coordinate portion of
a Participant's Plan Liability Account. An amendment may not
cause or permit any portion of any Plan Assets or Trust Fund
assets to revert to or become the property of an Employer. An
amendment that affects the rights, duties, or responsibilities
of any Fiduciary may not be made without that Fiduciary's
written consent.
3
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
(c) Administrative expenses, diversions, and reversions.
As allowed by law, a transfer of liabilities or Plan Assets or
Trust Fund assets or an amendment to the Plan or any governing
document for any funding medium for the Plan, including a Trust
Agreement, may authorize or permit part of any Plan Assets to be
used for or diverted to the payment of taxes owed or to the
payment of reasonable administrative expenses. Any portion of
any Trust Fund that is in a Suspense Account may revert, upon
this Plan's termination, to or become the Sponsor's property, as
allowed by law and by any governing document for any funding
medium for the Plan, including a Trust Agreement. Any amounts
that cannot revert to the Sponsor or an Employer or that cannot
become the Sponsor's or any Employer's property according to
this Plan or any governing document for any funding medium for
this Plan (including any Trust Agreement) are governed by the
terms of the Plan or of the document that prevents that
reversion. If the Plan or other document that prevents the
reversion is silent about the disposition of the assets, those
amounts must remain in that Suspense Account until the
Administrator directs their allocation in a manner permitted by
this Plan or other document.
8.03. Plan Merger or Asset Transfer
(a) Reduction of benefits.
There are no Plan Assets that are subject to ERISA section 208,
and the merger or consolidation of this Plan with, or the
transfer of assets or liabilities of this Plan to another
employee benefit plan or the transfer of assets or liabilities
of another plan to this Plan may be accomplished without regard
to whether each Participant's benefit entitlement immediately
after the merger, consolidation, or transfer is (when computed
as if the surviving or receiving plan had immediately
terminated) equal to or greater than the benefit to which the
Participant would have been entitled if this Plan had terminated
immediately before the merger, consolidation, or transfer.
(b) Sponsor's Designee's written directions.
According to written direction from the Sponsor's Designee (or
from the person specified according to the Plan subsection
entitled "Power over mergers" (see Plan section 8.09(d))-as to
mergers-or the Plan subsection entitled "Powers over asset or
liability transfers" (see Plan section 8.09(e))-as to other
transfers-when the Sponsor's power is suspended or has been
terminated), the Administrator must direct any Fiduciary that
holds Plan Assets to take all necessary steps to transfer any
Plan Assets held to another employee-benefit plan or another
employee-benefit plan's funding medium.
4
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
8.04. Discontinuance of Contributions
(a) EmpIoyers.
Except as provided in the Plan subsection entitled "Directions
relating to Internal Reserve" (see Plan section 3.07), the Plan
section entitled "Basic Contribution" (see Plan section 3.08),
or otherwise announced by the Sponsor's Designee (or by the
person specified according to Plan section 8.09(g), when the
Sponsor's power is suspended or has been terminated), each
Employer has the right at any time to reduce or discontinue its
contributions, if any, to this Plan. An Employer, however, may
not prevent Transfer Contributions from the Crestar Financial
Corporation Permanent Executive Benefit Plan. A complete
discontinuance of contributions from all Employers has no effect
on the Forfeitability of any Accounts.
(b) Not a termination.
A discontinuance of Employer contributions is not a termination
of the Plan unless the Sponsor's Designee (or the person
specified according to the Plan subsection entitled "Power to
terminate" (see Plan section 8.09(c)), when the Sponsor's power
is suspended or has been terminated), gives the notice described
in the Plan section entitled "General termination rules" (see
Plan section 8.05(a)).
8.05. Termination
(a) General termination rules.
The Sponsor's Designee (or the person specified according to the
Plan subsection entitled "Power to terminate" (see Plan section
8.09(c)), when the Sponsor's power is suspended or has been
terminated), has the right at any time to terminate this Plan
wholly or partly, subject to the provisions of the Plan sections
entitled "Exercise of Powers" and "Trigger Events, Restoration
Events, and Consequences" (see Plan sections 8.01 and 8.10).
(b) Notice.
Notice of a termination must be given to the Participants, to
the Administrator, to any Fiduciary holding Plan Assets that
would be affected by the termination, and to all necessary
authorities. If any authority's approval is necessary,
termination is effective according to that approval; otherwise,
the date of the notice or a later date designated in the notice
is the termination date for purposes of this Plan article. To
the extent that any Account is Forfeitable, that Account is
Forfeited upon the termination of the Plan, and the assets of
that Account are transferred to an
5
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
Employer-designated Suspense Account. Nonforfeitable Accrued
Benefits that exceed the value of Plan Assets allocated to
satisfy those Accrued Benefits are payable according to the Plan
section entitled "Benefits Supported Only by Plan Assets and
Sponsor" (see Plan section 1.05) upon the Plan's termination.
(c) Termination as to specific Participants or groups of
Participants.
To the extent of any benefit promise that is not Nonforfeitable
(an entitlement according to this Plan, calculated as if all
Plan Liability Accounts were eliminated through Employer
contributions and allocations), the Sponsor's Designee (or the
person specified according to the Plan subsection entitled
"Power to terminate" (see Plan section 8.09(c)), when the
Sponsor's power is suspended or has been terminated), has the
right at any time to prospectively terminate the rights of any
Participant or Beneficiary under the Plan and to prospectively
terminate eligibility to receive Plan benefits as to any
Participant, any Beneficiary, or any group of Participants or
Beneficiaries.
(d) Termination as to specific Plan benefits.
To the extent of any benefit promise that is not Nonforfeitable
(an entitlement according to this Plan, calculated as if all
Plan Liability Accounts were eliminated through Employer
contributions and allocations), for any Plan benefit that is
terminated, or for all Plan benefits if the Plan terminates,
except as authorized by the Sponsor's Designee (or the person
specified according to the Plan subsection entitled "Power to
terminate" (see Plan section 8.09(c)), when the Sponsor's power
is suspended or has been terminated), expressly in any action
causing the termination of the benefit or the Plan, no further
benefit payments are provided by the Plan, regardless of when
the event that gave rise to a potential benefit payment
occurred.
(e) Partial termination.
If the Plan partially terminates (determined by the
Administrator in a manner consistent with legal authorities),
all affected Accounts or any Account to the extent affected may
then be treated by the Administrator (acting at its discretion)
as if the Plan had terminated.
(f) Allocation of Plan Assets.
After the allocations described in the Plan subsection entitled
"Pre-termination allocations" (see Plan section 8.07(b)), which
does not include any allocation required by ERISA section
403(d)(1), all Suspense Accounts are not Plan Assets. On the
Plan's termination after those allocations, as to any Plan
Assets that are subject to ERISA section
6
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
403(d)(1), the Administrator must direct that those Plan Assets
(exclusive of any Suspense Account) be allocated among the
Participants and Beneficiaries according to the order specified
in ERISA section 4044.
(g) Liquidation.
Unless the Sponsor's Designee (or the person specified according
to the Plan subsection entitled "Power to terminate" (see Plan
section 8.09(c)), when the Sponsor's power is suspended or has
terminated), specifies otherwise on the Plan's termination, the
Administrator must cause the immediate liquidation (the orderly
sale of assets to achieve liquidity) of any Suspense Accounts
and Plan Assets and cause distributions according to subsection
(h). If all of the Employers have resigned participation in the
Plan, until actual liquidation and distribution of any Suspense
Accounts and Plan Assets, the Administrator must assume all
powers and duties of the Employers (except duties relating to
contributions each Plan Year). After the Plan's termination,
expenses must be paid from each funding medium unless at least
one Employer affirmatively agrees to pay the expenses.
(h) Distributions.
After implementing the provisions of the Plan section entitled
"Allocation of Plan Assets" (see Plan section 8.07), providing
for payment of any expenses properly chargeable against any Plan
Assets, and confirming compliance with all other precedent
requirements of law, the Administrator may direct the
distribution of any Plan Assets, including a direction that any
Fiduciary holding any Plan Assets, including any Trustees and
co-Trustees, distribute assets remaining in any funding medium
for which that Fiduciary is responsible, including a Trust Fund.
Assets in any Suspense Account (after application of subsection
(f) of this section) must be returned to the Sponsor in kind.
Distributions to Participants may be in cash or in kind and are
not subject to the regular distribution provisions of this Plan.
Distributions according to this section must be in the manner
the Administrator determines, so long as the Administrator's
determinations are consistent with statutory requirements.
Except as specifically provided by law, the Administrator's
determination is conclusive as to all persons.
(i) No further rights.
Each Fiduciary that holds Plan Assets must transfer or deliver
property according to the Administrator's directions, either
without endorsement or endorsed as the Administrator directs.
Such a Fiduciary will have no further right, title, or interest
in property distributed. After all distributions are completed,
each such Fiduciary is discharged from all obligations under the
governing document for the funding medium in which those
7
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
Plan Assets were held. Except by statute, no Participant or
Beneficiary has any further right or claim against those
Fiduciaries.
8.06. Effect of Employer Transactions
If an Employer is merged or consolidated with any other business, or is
succeeded by a corporation or any other legal entity that acquires
substantially all of the Employer's assets, the surviving or purchasing
corporation or legal entity may elect to continue this Plan as to that
Employer's Participants. If a Participant continues work with the
surviving or purchasing legal entity but does not qualify by law to
continue as a Participant, the Administrator must determine the options
available that would not render this Plan at any time revocable,
invalid, or inconsistent with the Plan subsection entitled
"Qualification intended" (see Plan section 3.02(b)) and must treat that
Participant's interests in the manner the Administrator deems most
beneficial to that Participant.
8.07. Allocation of Plan Assets
(a) Application of subsections.
Upon this Plan's termination, the Administrator must cause each
Fiduciary holding Plan Assets to allocate those assets. The
Administrator must direct the allocations by first applying this
Plan section's subsection (b) and must then apply each other
subsection serially, in the order that the subsections appear.
(b) Pre-termination allocations.
When the Plan terminates, the assets representing the Suspense
Accounts must be separated from other assets within the Plan's
funding media (including any Trust Fund) and transferred to the
Sponsor. Assets other than the Suspense Accounts must be
allocated according to subsection (c) and subsection (d) of this
Plan section.
(c) Application of ERISA section 4044.
The Administrator must direct all Fiduciaries holding Plan
Assets (including any Trustees and co-Trustees) to allocate the
Plan Assets, including Plan Assets within any Trust Fund, among
the Participants and Beneficiaries according to the order
specified in ERISA section 4044.
(d) Special benefits.
Except as provided in this Plan article's subsection entitled
"Distributions" (see Plan section 8.05(h)), any residual Plan
Assets must be distributed to the contributors (pro-rata
according to their contributions), if they are
8
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
Employers, and otherwise to the Sponsor, if all liabilities of
this Plan to Participants and their Beneficiaries have been
satisfied and if the distribution does not contravene any
provisions of law.
8.08. Restrictions Applicable Under Certain Circumstances
During any period in which a Sponsor power is suspended or terminated
according to the Plan section entitled "Trigger Events, Restoration
Events, and Consequences" (see Plan section 8.10), an individual who is
vested according to the Plan section entitled "Rules About Entities
Exercising Powers" (see Plan section 8.09) with that Sponsor power or
who is part of an entity or body vested with that Sponsor power must not
act to cause any benefit payment or Plan Asset allocation to himself. In
the case of a member of a body or entity, the individual's benefit or
allocation must be determined by secret ballot of the remaining members
of that body or entity. If that ballot results in a tie vote or if the
individual in question is not a member of a body or entity, the benefit
or allocation is determined by the individual living Fiduciary named in
Exhibit 8.08. If there is no living person named in Exhibit 8.08, the
Administrator must petition a court with proper jurisdiction to name an
individual living Fiduciary for Exhibit 8.08.
8.09. Rules About Entities Exercising Powers
(a) Exhibits.
This Plan section allows identified exhibits to be appended to
the Plan to facilitate the operation of the Plan when the
Sponsor's powers are suspended or terminated according to the
Plan section entitled "Trigger Events, Restoration Events, and
Consequences" (see Plan section 8.10).
(b) Power to amend.
The Sponsor's powers in this Plan to amend the Plan are
suspended or terminated according to the Plan subsection
entitled "Limitation on amendment and termination rights" (see
Plan section 8.10(b)). Whenever the Sponsor may not amend this
Plan, the Sponsor's power to amend becomes the power to direct
the Administrator to cause an amendment, and that power is
vested in the person or persons identified in Exhibit 8.09(b).
If there is no validly completed Exhibit 8.09(b), the Sponsor's
power to amend is vested in the Administrator.
(c) Power to terminate.
The Sponsor's powers in this Plan to terminate the Plan or any
part of it are suspended or terminated according to the Plan
subsection entitled "Limitation on amendment and termination
rights" (see Plan section
9
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
8.10(b)). Whenever the Sponsor may not terminate this Plan, the
Sponsor's power to terminate becomes the power to direct the
Administrator to cause the Plan's termination, and that power is
vested in the person or persons identified in Exhibit 8.09(c).
If there is no validly completed Exhibit 8.09(c), the Sponsor's
power to terminate is vested in the Administrator.
(d) Power over mergers.
The Sponsor's powers in this Plan to cause or allow a merger or
consolidation of this Plan with another plan are suspended or
terminated according to the Plan subsection entitled "Mergers
and asset and liability transfers" (see Plan section 8.10(c)).
Whenever the Sponsor may not cause or allow a merger or
consolidation of this Plan with another plan, the Sponsor's
power to cause or allow a merger or consolidation of this Plan
with another plan becomes the power to direct the Administrator
to cause or allow a merger or consolidation, and that power is
vested in the person or persons identified in Exhibit 8.09(d).
If there is no validly completed Exhibit 8.09(d), the Sponsor's
power to cause or allow a merger or consolidation of this Plan
with another plan is vested in the Administrator.
(e) Power over asset or liability transfers.
The Sponsor's powers in this Plan to cause or allow a transfer
of assets or liabilities from or to this Plan are suspended or
terminated according to the Plan subsection entitled "Mergers
and asset and liability transfers" (see Plan section 8.10(c)).
Whenever the Sponsor may not cause or allow a transfer of assets
or liabilities from or to this Plan, the Sponsor's power to
cause or allow a transfer of assets or liabilities from or to
this Plan becomes the power to direct the Administrator to cause
or allow a transfer of assets or liabilities, and that power is
vested in the person or persons identified in Exhibit 8.09(e).
If there is no validly completed Exhibit 8.09(e), the Sponsor's
power to cause or allow a transfer of assets or liabilities from
or to this Plan is vested in the Administrator.
(f) Power to delegate.
The Sponsor's powers in this Plan to delegate Fiduciary
responsibilities not otherwise delegated in this Plan and to
appoint Investment Managers are suspended according to the Plan
subsection entitled "Other powers suspended" (see Plan section
8.10(f)). Whenever the Sponsor may not exercise those powers,
the Sponsor's powers are vested in the person or persons
identified in Exhibit 8.09(f), which may specify different
persons for different powers. If there is no validly completed
Exhibit 8.09(f) or if Exhibit 8.09(f) fails to identify a person
for a power named in the first
10
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
sentence of this subsection, then each power not otherwise
vested is vested in the Administrator.
(g) Other powers.
The Sponsor's powers under this Plan not previously described in
this Plan section are suspended according to the Plan subsection
entitled "Other powers suspended" (see Plan section 8.10(f)),
including the power to suspend benefit payments and the power to
cause allocations of Plan Assets. If there is any such Sponsor
power that is suspended or terminated and that power is not
otherwise vested according to this Plan section or Plan article
10, if the suspension or termination of that power would cause
this Plan to fail to operate because there is no Fiduciary
otherwise empowered to act alone, then that power is vested in
the Administrator except to the extent that the power is
identified and vested in another person or persons according to
any validly completed Exhibit 8.09(g).
(h) Relationship to other Plan provisions.
Whenever this section results in the suspension or termination
of the Sponsor's powers, that suspension or termination is
effective without regard to other Plan provisions that appear to
allow those powers to continue to be exercised by the Sponsor.
This section's substitution of individuals or entities to
exercise the Sponsor's powers, however, operate only to the
extent that some other individual or entity has not been
identified elsewhere in this Plan (for example, Plan article 10)
or in a Trust Agreement as the Sponsor's substitute or as the
transferee of that power.
(i) Exercise of power.
To the extent that this Plan suspends a power of the Sponsor and
vests that power in another, if a Trust Agreement or this Plan
otherwise requires that power to be exercised by the
Administrator, then that power becomes the power to direct the
Administrator to cause or take the action that is the subject of
that power.
8.10. Trigger Events, Restoration Events. and Consequences
(a) Application of section.
This section's remaining subsections apply only during a
Suspension Period.
(b) Limitation on amendment and termination rights.
This subsection governs the right to amend or terminate this
Plan during a Suspension Period. After a First-tier Trigger
Event and for the duration of
11
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
the Suspension Period, the Sponsor may not amend this Plan if,
in the Administrator's opinion, that amendment would cause a
reduction of any Accrued Benefit or any other form of dilution
of the interests of the Participants in this Plan, measured on
the day before the First-tier Trigger Event. After a Second-tier
Trigger Event or a Financial Trigger Event and for the duration
of the Suspension Period, the Sponsor may not amend or terminate
the Plan.
(c) Mergers and asset and liability transfers.
This subsection governs the transfer of assets and liabilities
to and from this Plan during a Suspension Period. During a
Suspension Period, the Sponsor's power to cause or allow a
merger or consolidation of this Plan with another plan is
suspended; the Sponsor's power to cause or allow transfers of
assets or liabilities from or to this Plan is also suspended.
After any Second-tier Trigger Event or Financial Trigger Event,
except upon termination of this Plan, no person may cause any
transfer of assets from this Plan's identifiable portion of any
funding medium for this Plan.
(d) Consent to actions of Administrator.
During a Suspension Period, any Plan provision requiring the
Administrator to act only with the Sponsor's consent is not
effective to require the Sponsor's consent; except for Sponsor
powers vested in other' persons according to the Plan section
entitled "Rules About Entities Exercising Powers" (see Plan
section 8.09) or Plan article 10, and except when this Plan
requires the consent of another Fiduciary, the Administrator is
authorized to act alone.
(e) Consent to actions of Committees.
During a Suspension Period, any Plan provision requiring any
Plan Committee or any other committee to act only with the
Sponsor's consent is not effective to require the Sponsor's
consent; except for Sponsor powers vested in other persons
according to Plan section 8.09 or Plan article 10, and except
when this Plan requires the consent of another Fiduciary, any
Plan Committee or any other committee is authorized to act
alone.
(f) Other powers suspended.
During a Suspension Period, the Sponsor's powers to delegate
fiduciary responsibilities not otherwise delegated in this Plan,
to appoint one or more Investment Managers, and to make any
determination within the jurisdiction of any Administrator or
any committee are suspended. During a Suspension Period, the
Sponsor's powers not otherwise suspended according to this Plan
section are suspended.
12
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
(g) Restoration events.
According to this subsection, if any other provisions of this
Plan section have been effected, causing a suspension of the
Sponsor's powers, that other subsection no longer applies on the
earliest of the dates described in this subsection's paragraphs.
(1) One date is three calendar years after the most recent
Trigger Event that provoked the suspension of powers,
subject to an infinite number of one-year extensions if
the Administrator so determines, in the December before
the expiration of this paragraph's effective time.
(2) Another date is the day on which the Administrator
determines that all transactions provoking Trigger
Events have been unwound or reversed, whether by mutual
agreement of the parties, operation of law, or a court
of competent jurisdiction.
(3) Another date is the day on which the Administrator
determines that the Sponsor's powers are restored, but
the Administrator may not act under this subsection for
one calendar year following the most recent Trigger
Event that provoked the suspension of the Sponsor's
powers.
Despite this section, as long as the Crestar Financial
Corporation OMNI Trust Agreement is in existence, a Restoration
Event cannot operate to end a Suspension Period under this Plan
during any period in which a Suspension Period (as defined in
the Crestar Financial Corporation OMNI Trust Agreement) is in
effect under that trust agreement.
13
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
Exhibit 8.08
This exhibit, according to Plan section 8.08, names an individual living
Fiduciary to determine certain benefits or allocations. That person is
________________________________________________________________________
________________________________________________________________________
Date:________________
14
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
Exhibit 8.09(b)
This exhibit, according to Plan section 8.09(b), names a person or persons to
have the power to amend the Plan. The person is or the persons are
________________________________________________________________________
________________________________________________________________________
Date:________________
15
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
Exhibit 8.09(c)
This exhibit, according to Plan section 8.09(c), names a person or persons to
have the power to terminate the Plan. The person is or the persons are
________________________________________________________________________
________________________________________________________________________
Date:________________
16
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
Exhibit 8.09(d)
This exhibit, according to Plan section 8.09(d), names a person or persons to
have the power to cause or allow a merger or a consolidation of the Plan with
another plan. The person is or the persons are
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
Date:_________________
17
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
Exhibit 8.09(e)
This exhibit, according to Plan section 8.09(e), names a person or persons to
have the power to cause or allow a transfer of assets or liabilities from this
Plan to another plan or from another plan to this Plan. The person is or the
persons are
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
Date:________________
18
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
Exhibit 8.09(f)
This exhibit, according to Plan section 8.09(f), names a person or persons to
have the power to delegate Fiduciary responsibilities not otherwise delegated in
the Plan and to appoint Investment Managers. The person is or the persons are
determined according to this table.
Specified Power
(Delegate responsibilities,
Person(s) appoint Investment Managers)
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
Date:________________
19
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
Exhibit 8.09(g)
This exhibit, according to Plan section 8.09(g), names a person or persons to
have the Sponsor's powers not described in subsections (b) through (f) of Plan
section 8.09, including the power to suspend benefit payments and the power to
cause allocations of Plan Assets. The person is or the persons are determined
according to this table.
Specified Power
(Suspend benefit payments, cause
Person(s) allocations of Plan Assets, etc.)
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
Date:________________
20
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
Article 9--Funding and Related Rules
9.01. Suspension Periods
This Plan article 9 reserves to the Sponsor certain discretionary
authority and powers; all Sponsor powers, however, are exercised by
other Fiduciaries according to this Plan during a Suspension Period. A
reference to the Sponsor or a reference to acts of the Sponsor's
Designee in this Plan article 9 in the context of a power is, during any
Suspension Period, a reference to the Fiduciary authorized to exercise
that power.
9.02. Trust Agreements
At the Sponsor's Designee's direction, this Plan's benefits may be
funded through a Trust Fund governed by one or more Trust Agreements
between the Sponsor and the Trustees and co-Trustees. Any Trust Fund
must be managed by the Trustees and co-Trustees according to the Trust
Agreements, which are interpreted to be consistent with this Plan. All
rights that accrue to any Participant, Beneficiary, or other person are
subject to all the terms of any Trust Agreements.
9.03. Trust Fund: General Amounts: Segregated Amounts
(a) General.
If there is one, the Trust Fund may include one or more trusts,
as determined by the terms of the Trust Agreements and the
Trustees and co-Trustees. The Trust Fund is the entire
undistributed amount of all Plan contributions placed in the
custody of the Trustees and co-Trustees, adjusted for expenses,
gains, and losses. For some purposes, reference is made to
General Amounts and Segregated Amounts, which arext two parts of
any total Trust Fund. Some assets are treated unlike other
amounts in any Trust Fund because their gains and losses are
allocated to Accounts that hold those assets (this is not a
reference to an Investment Fund, which necessarily must allocate
gains and losses only to Accounts invested in that Investment
Fund), and those segregated assets are referred to as Segregated
Amounts. The Employer Stock Fund, for example, is not a
Segregated Amount, but a Participant's Account's shares in a
closely held corporation owned only by that Account is a
Segregated Amount. The term General Amounts means the entire
Trust Fund reduced by the Segregated Amounts. For purposes other
than mere investment tracking, this Plan authorizes the
segregation of assets that are either part of the General
Amounts or the Segregated Amounts. All segregated assets may be
held in one or more trusts established only
1
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
for segregated assets, all of which are part of the Trust Fund,
whether they are General Amounts or Segregated Amounts.
(b) Trusts and accounts.
At any time while there is a Trust Fund or other Plan Assets,
the Sponsor's Designee may indicate that it intends to allow
Participant-directed investments. Under those circumstances, any
Trustee or any co-Trustee or group of co-Trustees who is
exclusively responsible for the assets in question must create
such investment options for Participant-directed investments as
the Investment Committee directs and then allocate all
Participant-directed investments to the appropriate trusts and
accounts maintained as General Amounts or Segregated Amounts
within the Trust Fund for that portion of this Plan. Otherwise,
a Trustee or any co-Trustee or group of co-Trustees who is
exclusively responsible for the assets in question must hold all
Plan Assets that it receives and allocate them to the
appropriate trusts and accounts maintained within the General
Amounts or Segregated Amounts. As directed by the Administrator
according to this Plan's terms, any Trustee or any co-Trustee
must reflect allocations of Trust Fund assets (the assets
themselves or the value of the assets, as may be required by the
Plan's terms) to individual Participants' Accounts and Suspense
Accounts. Income from each trust within the Trust Fund may be
accumulated during each Fiscal Year until it is administratively
efficient for reinvestment. The determination is made by any
Trustee, co-Trustee, or group of co-Trustees who is exclusively
responsible for the assets in question. Income from each trust
may be reinvested in that trust or invested in other appropriate
investments as determined by any Trustee, co-Trustee, or group
of co-Trustees who is exclusively responsible for the assets in
question pursuant to any Trust Agreement.
9.04. Valuation of Trust Fund or Other Plan Assets
(a) Conclusive.
The valuation of Plan Assets determined according to this Plan
is binding on each Employer, the Participants, and all other
persons interested in the Plan, any Contract, and any Trust.
(b) Employer Contribution Accounts.
As of each Valuation Date, the Trustees and co-Trustees or any
other holder of Plan Assets must determine the Employer
Contribution Accounts' net worth (at the current fair-market
value of the assets) and report that value to the Sponsor and
the Administrator in writing.
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<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
(c) Employee Contribution Accounts.
As of each Valuation Date, the Trustees and co-Trustees or any
other holder of Plan Assets must determine the Employee
Contribution Accounts' net worth (at the current fair-market
value of the assets) and report that value to the Sponsor and
the Administrator in writing.
9.05. Investment Options
(a) Participant directions.
Subject to any procedures that are added to the Administrator's
Rules by the Sponsor's Designee or the Administrator according
to this Plan, any Contract, or any Trust Agreement governing the
rights of Participants to direct investments or to direct
Phantom Investments, a Participant may direct the Administrator
in writing to invest his Account or to attribute Phantom
Investments for his Plan Liability Account in one or more
specified investment media, including an Investment Fund, or
otherwise as provided for in this Plan, any Contract, or any
Trust Agreement under which the direction is authorized and
approved by the Investment Committee.
(b) Changes in investments.
A Participant may change the investment of his Account or the
attributed Phantom Investments for his Plan Liability Account
among any approved funds or other approved investments according
to this Plan's procedures and the requirements of any Contract
or Trust Agreement. The Sponsor's Designee must announce the
dates on which the Participants may change their investments or
their Phantom Investments among the investment media approved
for the Plan. If any of the investment media are insurance
Contracts or investments in insurance Contracts, those
investments or Phantom Investments must be consistent with any
Trust Agreement's limitations on insurance investments.
9.06. Directing a Trustee or Holder of Plan Assets
(a) Persons who deal with a Trustee, co-Trustee, or holder of Plan
Assets.
Any person dealing with any Trustee, co-Trustee, or holder of
Plan Assets is not required to determine whether any sale or
purchase by that Trustee, co-Trustee, or holder of Plan Assets
has been authorized or directed by an Employer or the
Administrator; and each person is fully protected in dealing
with any Trustee, co-Trustee, or holder of Plan Assets in the
same manner as if the provisions of this section were not a part
of this Plan.
(b) Appraisals.
3
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
Whenever a Trustee, co-Trustee, or holder of Plan Assets is
directed to purchase or sell Plan Assets according to the
provisions of the Plan, any Contract, or any Trust Agreement,
that Trustee, co-Trustee, or holder of Plan Assets in its sole
discretion is permitted at the expense of the Sponsor to obtain
an appraisal of the value of the assets to be purchased or sold;
each Trustee, co-Trustee, or holder of Plan Assets is fully
protected and indemnified by the director whenever purchasing or
selling at the appraised value or in refusing to purchase or
sell at other than the appraised value.
(c) Instructions regarding Employer ERISA Securities.
To the extent required by other provisions of this Plan, any
Contract, or any Trust Agreement, each Trustee, co-Trustee, or
holder of Plan Assets must execute each Participant's, each
Special Trustee's, and the Administrator's instructions on all
matters involving the purchase, sale, or voting of Employer
ERISA Securities and involving the exercise of rights and
options pertaining to Employer ERISA Securities.
(d) Compliance with Administrator's directions.
Any Trustee, any co-Trustee, or any other person is not under a
duty to question the directions of the Administrator or to
question the directions of any other Fiduciary who is authorized
in this Plan, any Contract, or any Trust Agreement to direct
that Trustee, co-Trustee, or other person, and each Trustee,
co-Trustee, or holder of Plan Assets must comply as promptly as
possible with the Administrator's or such other Fiduciary's
directions if those directions are not inconsistent with the
terms of any Contract or Trust Agreement.
(e) Trustee's or holder's inability or unwillingness to comply with
directions.
If a Trustee, co-Trustee, or holder of Plan Assets receives
instructions or directions from the Sponsor's Designee or the
Administrator or receives directions from another Fiduciary who
is authorized in any Contract or Trust Agreement to direct that
Trustee, co-Trustee, or holder of Plan Assets; and if that
Trustee, co-Trustee, or holder of Plan Assets is unable or
unwilling to comply with those directions, that Trustee,
co-Trustee, or holder of Plan Assets may resign by giving
written notice to the Sponsor within a reasonable time after the
receipt of such instructions or directions; and, despite any
other provisions in any Contract or Trust Agreement, in that
event, that Trustee, co-Trustee, or other person has no
liability to any person for failing to comply with those
instructions or directions.
9.07. Participant-directed Investments
4
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
(a) Conditional effectiveness.
Except for directions according to subsection (q), which may be
made effective according to Administrator's Rules created or
revised by the Sponsor's Designee, Participant directions
according to this Plan section are not effective until the Plan
has a Trust Fund at least in part governed by a Trust Agreement
allowing Participant directions. Any Trustee or any co-Trustee
may decline to serve as Trustee or co-Trustee for all or any
portion of the Trust Fund that is subject to Participants'
directions according to this Plan section or may so decline as
to one or more provisions in this section. Any Trustee or any
co-Trustee may so decline at any time by notifying the Sponsor
and all other Trustees and co-Trustees (if there are any) in
writing when first accepting trustee responsibilities according
to a Trust Agreement or, if later, at least thirty days before
his notice is effective. A notice according to this subsection
must specify all portions of the Trust Fund to which it applies,
all provisions of the Plan section to which it applies, and the
date or dates on and through which it is effective. Except for
subsection (q), investments may be directed according to this
Plan section and any of its subsections only during periods for
which at least one Trustee or co-Trustee has not declined to be
Trustee or co-Trustee as to that subsection upon which the
direction is based and as to the portions of the Trust Fund to
and from which the investment is directed. To the extent that
there is at least one Trustee or co-Trustee for the Trust Fund
or portion of the Trust Fund, however, that Trust Fund or
portion must be administered consistent with the regulations and
announcements interpreting ERISA section 404(c).
(b) Divestment.
Trust Fund assets may not be held in any portion of the Trust
Fund for which there is no person with trustee responsibilities
according to any Trust Agreement. If a notice according to
subsection (a) would otherwise result in Trust Fund assets
remaining in a portion of the Trust Fund for which there is no
person with trustee responsibilities, that notice is not
effective until either a person who becomes a Trustee or
co-Trustee assumes those trustee responsibilities or, if
earlier, until those assets are transferred to a portion of the
Trust Fund for which a Trustee, a co-Trustee, or a group of
co-Trustees has not declined trustee responsibilities according
to a Trust Agreement. To implement the preceding sentence, the
Trustee, co-Trustee, or group of co-Trustees giving the notice
may cause the creation of one or more additional Trusts (for
example, a separate Trust might be created to hold assets for
the Account of a Participant who desires to continue to direct
his investments after a Participant-directed-investment
provision in this Plan section
5
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
otherwise would become inoperative) to which the assets in
question are sold or transferred as allowed by law.
(c) Participant directions limited.
A Participant's directed investments under this Plan section may
not exceed the total value of the Participant's Accounts
corresponding to the identified Accounts or portions of Accounts
(if any) specified (for all Participants generally or for any
Participant individually) by the Sponsor's Designee as subject
to this section. The Investment Committee or the Sponsor's
Designee may cause any Trustee or co-Trustee to limit
Participants' investment choices to an administratively
efficient number of specific types of investments or funds,
including an Employer Stock Fund. Those limitations on
investment choices must not cause the Plan to fail to be an
ERISA section 404(c) plan, as described in regulations. Except
to the extent that the Sponsor's Designee announces otherwise or
it is necessary to satisfy other provisions of this Plan
section, Employer Securities held in the Plan are subject to
Participant-directed investment. The Investment Committee or the
Sponsor's Designee may designate administratively convenient
times for Participants to exercise their rights under this Plan
section.
(d) Communication of directions.
To the extent that a Participant may direct investments
according to the Plan and any Trust Agreements, unless
specifically provided otherwise according to this Plan section
or the Administrator's Rules, that Participant's investment
directions may be communicated to the Administrator at intervals
and times acceptable to the Administrator. A Participant's
investment directions under this Plan section are continuing
directions until a timely request for a change in investments is
received by the Administrator. To the extent that a Participant
may direct investments according to the Plan and any Trust
Agreement, unless specifically provided otherwise in this Plan
section or the Administrator's Rules, until that Participant's
first timely investment is effective, that portion of that
Participant's Account must be invested according to the
decisions of the Trustee or each co-Trustee having custody of
those Plan Assets. The Investment Committee or the Sponsor's
Designee may direct the Administrator to change and announce a
different minimum notice period for Participant directions (and
direction changes) under this Plan section or any of its
subsections and also to change and announce the date or one or
more dates during the year on which Participant directions will
be executed.
(e) Directed investments.
6
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
Except as provided in the Administrator's Rules or subsections
(f), (k), and (1), as to any Account or portion of his Account
that is subject to his own investment directions according to
this Plan and a Trust Agreement, a Participant may direct the
investment of his Account into any investment permissible under
this Plan, including any of the Trust Fund's Investment Funds or
Segregated Amounts that are investment media approved by the
Investment Committee or the Sponsor's Designee. To direct
investments, a Participant must complete the appropriate forms
provided by the Administrator and return those forms to the
Administrator no later than the dates announced by the
Administrator.
(f) Percentage limitations.
This subsection applies to an Account or a portion of an Account
to the extent that a Participant may direct investments from
that Account or portion according to this Plan and a Trust
Agreement, but if another subsection within this Plan section
governs an identified Account or portion of an Account and
contains conflicting provisions, any specific provision of this
subsection is superseded and adjusted as to that identified
Account or portion of an Account to the extent that the
adjustment is necessary to have this subsection operate
consistently with the provisions of that other subsection.
Subject to any contrary determinations announced by the
Administrator or by the Sponsor's Designee, a Participant's
investment directions must be in whole percentages and in
increments of twenty-five percent of his Account. Determinations
by the Sponsor's Designee according to the preceding sentence
supersede the Administrator's and may apply on an individual
Participant basis. Except as otherwise provided in the
Administrator's Rules, a Participant's directions must cover the
entire amount of his Account. Except as otherwise provided in
the Administrator's Rules, a Participant may direct the
investment of his Account into one or more funds or media as
long as those directions do not result in an investment in one
fund of less than twenty-five percent (or that other percentage
announced by the Sponsor's Designee) of the Participant's
Account. Except as otherwise provided in the Administrator's
Rules, the minimum amount that a Participant may transfer from
one Investment Fund or other investment medium to another must
be at least twenty-five percent of that Participant's Account
(or such lesser or greater percentage figure announced by the
Sponsor's Designee) or, if less, the entire amount of that
Participant's investment in that investment medium or Investment
Fund.
(g) Direction by Participants.
7
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
Subject to the limitations of subsection (a) and to any minimum
notice periods announced by any Trustee or co-Trustee (on behalf
of himself or other co-Trustees) at the Administrator-certified
written direction of any Participant (but not-after the
Participant has died-the Participant's Beneficiaries), each
Trustee, co-Trustee, or group of co-Trustees with custodial
responsibility for the assets in question must segregate the
value requested and must after that invest and reinvest and
otherwise deal with that General Amount or Segregated Amount as
directed by the Participant, segregating the new assets in an
appropriate part of the Trust Fund. A Participant may not direct
investments into disability or health insurance until the
Sponsor's Designee has authorized such investments. A
Participant may direct investments into securities of an
Employer or an Affiliate or in Qualifying Employer Real Property
if the Trustee, co-Trustee, or group of co-Trustees with
custodial responsibility for the assets in question has agreed
to allow Participants to make such directions, but a Trustee,
co-Trustee, or group of co-Trustees may not be directed to make
such investments if the seller is unwilling to sell. The
preceding provision will not be deemed to prevent an Employer
from contributing Qualifying Employer Real Property or
Securities of the Employer or an Affiliate. If the Sponsor's
Designee or the Investment Committee has authorized such
transactions, by mutual consent of the Participants involved, as
evidenced by written directions according to this Plan section,
two or more Participants may exchange assets forming part of
their respective Accounts that are Segregated Amounts subject to
their respective individual investment directions, and if
necessary, the Trustee, co-Trustee, or group of co-Trustees with
custodial responsibility must transfer the assets to and from
the appropriate segregated trusts forming part of the Trust
Fund. By directions similar to those that create an investment
in an Investment Fund or a Segregated Amount according to this
Plan section, a Participant may direct that all or part of the
value of his Account that is subject to his own investment
directions be returned to the investment control of the Trustee
or other appropriate Fiduciary as of any future Valuation Date.
(h) Creation of funds.
The Sponsor's Designee or Investment Committee may direct one or
more Trustees or co-Trustees to create an Employer Stock Fund
(to hold Employer Stock) as an investment fund into which
Participants may direct the investment of their Accounts.
(i) Fund for Nondirected Accounts.
The remaining sentences of this subsection are effective only
when the Sponsor's Designee so announces. If a Participant
chooses not to direct
8
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
the investment of all or part of his Account, his Account or
that portion of his Account that is otherwise subject to his
direction according to this Plan's subsections must be invested
in a cash-equivalent investment until he directs otherwise. Each
Participant must receive information, including any prospectuses
or reports, about the expected rate of return on amounts that
are invested in a cash-equivalent investment and the safety of
that investment
(j) Other Participant rights.
To the extent that the Sponsor's Designee permits it and has so
announced to all affected Participants selected by the Sponsor's
Designee, each Participant's right to direct investment and
reinvestment includes the Participant's right to select a
broker, salesman, or agent to execute the investment orders. To
the extent that the Sponsor's Designee permits it and has so
announced to all affected Participants, each Participant may
designate one or more Investment Managers to manage all or part
of his Account. To the extent that the Sponsor's Designee
permits it and has so announced to all affected Participants
selected by the Sponsor's Designee, each Participant may also
delegate his right to select investments and reinvestments and
to select brokers, salesmen, or agents. If a Participant dies
before his Account is totally distributed, all of that
Participant's rights, powers, and control according to this Plan
section immediately terminate.
(k) Separation from Service.
The remaining sentences of this subsection are effective only
when the Sponsor's Designee so announces. If a Participant is
Separated from Service and his Account is to be distributed in
installments or if distribution is to be delayed more than six
months after the normal payment date for a single-sum
distribution, that Participant's Account for postponed
distributions may be invested in a cash-equivalent investment as
of the first day of the Plan Year coincident with or immediately
after the date of the election that makes this subsection
applicable to his Account.
(l) Post-employment rights.
To the extent that the Sponsor's Designee permits it and has so
announced to all affected Participants selected by the Sponsor's
Designee, if a Participant terminates employment with the
Employers and becomes an employee of another employer that has a
retirement plan in which the Participant is eligible for
coverage, the Participant may direct that the Participant's
Nonforfeitable Accrued Benefit be transferred to that other
plan. That direction, to be effective, must be in writing and
must be received by each Trustee so directed within sixty days
after the last day of
9
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
the Plan Year of the Participant's termination. Upon his
termination of employment with the Employers, a Participant's
rights to direct investments according to this Plan section stop
as to all portions of his Accounts that are Forfeitable.
(m) Trustee exoneration.
To the extent permissible according to law, each Trustee and
co-Trustee has no further investment responsibility for assets
that become part of an Investment Fund or a Segregated Amount at
a Participant's direction and has no liability or responsibility
for any value lost in a Participant's Account attributable to
assets that become part of an Investment Fund or a Segregated
Amount at a Participant's direction. In the absence of
Participant directions or another Fiduciary's directions
according to this section, each Trustee and co-Trustee is free
to proceed without the concurrence or affirmative expression of
an Employer, any Participant, or any other person to handle,
manage, control, invest, and reinvest the Trust assets under the
powers granted in any Trust Agreement with the same force and
effect as if this section were not a part of the Plan.
(n) Participant-provoked appraisals.
Whenever any Trustee, co-Trustee, or group of co-Trustees is
directed on behalf of a Participant according to this Plan and a
Trust Agreement to purchase or sell assets that are not part of
an Investment-Committee-approved Investment Fund or are not
going to be part of such a fund in the Trust Fund, that Trustee,
co-Trustee, or group in its sole discretion is permitted at the
expense of the directing Participant to obtain an appraisal of
the value of the assets to be purchased or sold; that Trustee,
co-Trustee, or group is fully protected and indemnified by that
Participant whenever purchasing or selling at the appraised
value or in refusing to purchase or sell at other than the
appraised value.
(o) Voting stock from Participant directions.
Except to the extent that the stock in question is an Employer
Security and its voting rights are otherwise specified in this
Plan (see Plan section 9.08 entitled "Voting Shares") or a Trust
Agreement, when any Trustee, co-Trustee, or group of co-Trustees
holds voting stock as a Segregated Amount because of a
Participant's directions on investment, if that stock is not
traded on an established securities exchange or an
over-the-counter market, and if it represents more than five
percent of the voting power of its class of stock issued and
outstanding, then-to the extent and in the manner provided by
the applicable governing statute-the Trustee, co-Trustee, or
group must exercise in favor of the appropriate Participant a
proxy or proxies, valid for the maximum period of time permitted
under
10
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
the applicable statute governing the execution of the proxies,
entitling the Participant fully to exercise the voting and
consent or dissent rights of shareholders of the particular
class, series, or type of shares so acquired or held.
(p) Charges and expenses.
A Participant's Account may not be charged for the reasonable
expenses of carrying out that Participant's investment
directions, unless that Participant was informed of that fact
before those directions were implemented. Each Participant must
also receive periodic reports on the actual expenses
attributable to effecting his directions and the amounts of any
assessment against his Account.
(q) Phantom Investments.
The Sponsor's Designee may announce Administrator's Rules
authorizing and governing Participant directions of Phantom
Investments. Unless otherwise provided in the Administrator's
Rules, a Phantom Investment may not be directed by a Participant
unless that Participant could have directed an identical
investment from his Account, calculated as if that Participant's
Plan Liability Account had been eliminated by allocations to the
coordinate portions of the Participant's Account. The
Administrator's Rules may restrict Phantom Investments in any
manner, even if the result is potential Phantom Investments that
are not as extensive, frequent, or diverse as Account
investments that could be caused by Participant directions
according to this Plan section. When creating the
Administrator's Rules authorized by this subsection, the
Sponsor's Designee also must cause the nominal results of a
Participant's Phantom Investments to be adjustments to that
Participant's Plan Liability Account by exercising the power
described in the Plan article 4 subsection entitled "Plan
Liability Accounts" (see Plan section 4.02(b)).
9.08. Voting of Shares
(a) Trustee's exercise of rights regarding Employer Securities.
The provisions of this subsection are subject to the provisions
in the remaining subsections of this Plan section. The
provisions of this subsection apply, if there is a Trust Fund,
to all of the Trust Fund's Employer Securities. Employer
Securities held in any Trust Fund may be voted by any Trustee or
co-Trustee only according to the written instructions of the
Participant for whose Account those assets are held. Shares
unallocated as of any voting record date or shares as to which
the Trustee receives no written instructions must be voted in
accordance with the written instructions of the Investment
Committee acting as co-Trustee.
11
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
Options and other rights (for example, tender rights) inuring to
the benefit of Employer Securities allocated to a Participant's
Account may be exercised by any Trustee or co-Trustee only
according to the written instruction of the Participant for
whose Account those assets are held. Options and similar rights
(for example, tender rights) inuring to the benefit of
unallocated shares or assets must be exercised by a Trustee or a
co-Trustee according to the written instructions of the
Investment Committee acting as co-Trustee. Participant
directions under this section may be itemized or a general
(blanket) direction or authorization.
(b) Taxation.
If the exercise of an option or other right not involving an
investment decision would result in current income taxation to
the Participant, that option or right may be exercised by each
affected Trustee or co-Trustee only upon the written instruction
of the Investment Committee acting as a co-Trustee and, despite
this Plan section's other provisions-unless those provisions
must be honored to allow this Plan to continue as intended
according to the Plan subsection entitled "Qualification
intended" (see Plan section 3.02(b))-not upon the Participant's
instruction. The Investment Committee's directions under this
subsection may be itemized or a general (blanket) authorization.
(c) Information to Participants.
Whenever a Participant's right to direct voting or a similar
right (such as a tender right) is at hand, the Investment
Committee must see that the Participants receive all notices,
prospectuses, financial statements, proxies, and proxy
solicitation materials relating to Employer Securities held for
their Accounts.
12
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
Article 10--Administration
10.01. Fiduciaries. Allocation of Responsibility
(a) Suspension Periods.
This Plan article 10 reserves to the Sponsor certain
discretionary authority and powers; all Sponsor powers, however,
are exercised by other Fiduciaries according to this Plan during
a Suspension Period. A reference to the Sponsor or a reference
to acts of the Sponsor's Designee in this Plan article 10 in the
context of a power is, during any Suspension Period, a reference
to the Fiduciary authorized to exercise that power.
(b) Named Fiduciaries.
This Plan's Named Fiduciaries are the Sponsor, the
Administrator, any Alternate Administrators, the Investment
Committee, and each Trustee or co-Trustee. Each Named Fiduciary
is severally liable for its responsibilities according to the
terms of this Plan.
(c) Multiple-person Fiduciaries.
A Fiduciary may be made up of more than one person (as defined
in ERISA section 3(9) and for this Plan, a person includes an
individual, a partnership, a joint venture, a corporation, a
mutual company, a joint-stock company, an unincorporated
organization, an association, or an employee organization). A
multiple-person Trustee is made up of co-Trustees. A
multiple-person Administrator is made up of
Administrator-members. A multiple-person Fiduciary is made up of
Fiduciary-members (general references to multiple-person
Fiduciaries include a multiple-person Administrator). In
describing notices, responsibilities, liability limitations, and
the like, this Plan's references to a Trustee extend to each
co-Trustee, its references to an Administrator extend to the
constituent Administrator-members, its references to an
Alternate Administrator extend to the constituent Alternate
Administrator-members, and its references to any Fiduciary
extend to the constituent Fiduciary-members. Any Fiduciary may
require the Sponsor to certify in writing to it the names of
those persons who constitute a multiple-person Fiduciary. A
Fiduciary may rely on such a certification it receives and may
assume that those persons continue to constitute that Fiduciary
until a new certificate is received.
(d) Sponsor.
Except as provided in this article, only the Sponsor's Designee
may name the Investment Committee, the Administrator, the
Alternate Administrators, and additional or successor Trustees
or co-Trustees.
1
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
Except as provided in this article, only the Sponsor's Designee
may designate other Named Fiduciaries.
(e) Trustee.
Except as provided in any Trust Agreements, each Trustee or
co-Trustee has exclusive responsibility for the control and
management of the portion of the Trust Fund placed in that
Trustee's or co-Trustee's custody. If an Investment Manager is
appointed according to a Trust Agreement, the Trustee or each
co-Trustee under that Trust Agreement is released from any
obligation or liability for the management, investment, or
control of the assets for which the appointment is made.
(f) Administrator.
The Administrator has only the responsibilities described in
this Plan and the responsibilities delegated by the Sponsor's
Designee and accepted by the Administrator. Except to the extent
provided in this Plan and in any Trust Agreements, the
Administrator has no responsibility for the control or
management of any Trust Fund assets or Plan Assets.
(g) Alternate Administrator.
An Alternate Administrator or, if there are no Alternate
Administrators, the administrator under the Crestar Financial
Corporation Permanent Executive Benefit Plan, becomes the
Administrator under certain circumstances described in this Plan
article.
(h) Lack of designation.
Except as provided in this article and in Plan article 8, all
responsibilities not specifically delegated to another Named
Fiduciary remain with the Sponsor, including designating all
additional Fiduciaries not named in this Plan or a Trust
Agreement. Responsibility for funding (benefit payments) is
determined according to Plan article 3. Except as provided in
this Plan article and in Plan article 8, the Sponsor's Designee
has the power to delegate Fiduciary responsibilities not
specifically delegated by the terms of this Plan or a Trust
Agreement. A delegation may be made to any individual or entity.
Except as provided in this Plan article and in Plan article 8,
each person to whom Fiduciary responsibility is delegated serves
at the Sponsor's pleasure and for the compensation determined in
advance by the Sponsor and that person, except as prohibited by
law. A person to whom Fiduciary responsibility is delegated may
resign after thirty days' notice in writing delivered to the
Sponsor. Except as provided in this Plan article and in Plan
article 8, the Sponsor's Designee may make additional
delegations, including delegations occasioned by resignation,
death, or other cause, and including delegations to successor
2
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
Administrators or members of the Administrator, successor
Alternate Administrators or members of Alternate Administrators,
successor Investment Committees or members of the Investment
Committee, and additional or successor Trustees or co-Trustees.
(i) Allocation of responsibility.
This Plan and each Trust Agreement allocate to each Named
Fiduciary the individual responsibilities assigned.
Responsibilities are not shared by Named Fiduciaries unless the
sharing is provided specifically in this Plan or a Trust
Agreement.
(j) Separate liability.
Whenever one Named Fiduciary is required by the Plan or a Trust
Agreement to follow the directions of another Named Fiduciary,
the two have not been assigned to share the responsibility. The
Named Fiduciary giving directions bears the sole responsibility
for those directions, and the responsibility of the Named
Fiduciary receiving those directions is to follow those
directions as long as on their face the directions are not
improper under applicable law.
10.02. Administrator Appointment, Removal, Successors, Except During a
Suspension Period
(a) Application of section.
The remaining provisions of this Plan section 10.02 are
effective during any period that is not a Suspension Period.
(b) Administrator appointment.
The Sponsor's Designee may name the Administrator to administer
the Plan. There may be one or more individuals or entities
acting as the Administrator under this Plan, as the Sponsor's
Designee determines. If there is no Administrator, the Sponsor
is the Administrator until a different Administrator is named
and accepts its responsibilities under this Plan. According to
the same procedures that apply to the appointment of a successor
member, additional individuals and entities may be appointed to
become members of the Administrator.
(c) Administrator resignation, removal.
If the Administrator is not made up of more than one person,
that Administrator may resign on thirty days' notice in writing
to the Sponsor. If the Administrator is made up of more than one
person, any of those persons may resign on thirty days' notice
in writing to the Sponsor. The Sponsor may remove the
Administrator or any Administrator-member by
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Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
thirty days' written notice to the Administrator or to the
Administrator-member in question. The Sponsor and the
Administrator or a Administrator-member may agree to a shorter
notice period for resignation or removal.
(d) Successor Administrator appointment.
If the Administrator resigns or is removed or otherwise ceases
to serve, or if all of the persons who make up the Administrator
resign or are removed or otherwise cease to serve, the Sponsor's
Designee may appoint a successor Administrator. A successor
Administrator appointed according to this subsection has the
same qualifications as the original Administrator.
(e) Successor Administrator-member appointment.
If an Administrator-member resigns or is removed or otherwise
ceases to serve, the Sponsor's Designee may appoint a successor
member. An additional Administrator-member or successor
Administrator-member has the same qualifications as the original
Administrator-members.
(f) Qualification.
Each successor Administrator, each person who is a successor to
an Administrator-member, and each additional
Administrator-member may qualify after his appointment by
executing, acknowledging, and delivering acceptance to the
Sponsor in a form satisfactory to the Sponsor's Designee; each
successor without further act, deed, or conveyance is vested
with all the estate, rights, powers, discretion, duties, and
obligations of his predecessor, and each additional person is
similarly vested, just as if originally named as the
Administrator or as an Administrator-member in this Plan.
10.03. Administrator Appointment, Removal, Successors During a Suspension
Period
(a) Application of section.
Except as described in this subsection, the remaining
subsections of this Plan section 10.03 are effective only during
a Suspension Period. The first sentence of the subsection (e) is
effective at all times, subject to Plan article 8.
(b) General.
There may be one or more individuals or entities acting as the
Administrator under this Plan.
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Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
(c) Suspension of Sponsor's powers.
The Sponsor may not appoint or remove the Administrator, any
successor Administrator, any Administrator-member, or any
successor or additional Administrator-member.
(d) Removal.
When a Trigger Event occurs, if the Administrator or an
Administrator-member is the Sponsor, an Employer, an ERISA
Affiliate, or a Related Entity, that Administrator or
Administrator-member is removed and the Alternate Administrator
that is next in line (according to the exhibit referred to in
Plan section 10.05(b)) to become the successor Administrator
succeeds the departing Administrator. If the Administrator or an
Administrator-member later determines that it is the Sponsor, an
Employer, an ERISA Affiliate, or a Related Entity, that
Administrator or Administrator-member must immediately provide
all other Administrator-members and the Alternate Administrator
that is next in line (according to the exhibit referred to in
Plan section 10.05(b)) to become the successor Administrator
with written notice of that relationship; that Administrator or
Administrator-member is removed and that Alternate Administrator
that is next in line to become the successor Administrator
succeeds the departing Administrator. If there are no Alternate
Administrators to succeed an Administrator according to this
subsection, the administrator of the Crestar Financial
Corporation Permanent Executive Benefit Plan is the Alternate
Administrator unless that entity is the Sponsor itself, another
Employer, an ERISA Affiliate, or a Related Entity. Removal of an
Administrator under this subsection is effective immediately if
there is a successor Administrator under this subsection. If
there is no successor Administrator under this subsection
(because there are no Alternate Administrators), the departing
Administrator (even if that entity is the Sponsor itself,
another Employer, an ERISA Affiliate, or a Related Entity) must
immediately apply to a court of competent jurisdiction to have a
successor appointed; removal of the Administrator (even if that
entity is the Sponsor itself, another Employer, an ERISA
Affiliate, or a Related Entity) is not effective until a
successor is so appointed and begins his service as
Administrator.
(e) Removal for interest.
The remaining provisions of this subsection are not effective
until the Sponsor's Designee announces that they are effective.
Even if an Administrator or Administrator-member is not the
Sponsor, an Employer, an ERISA Affiliate, or a Related Entity,
any Fiduciary may suggest the removal of the Administrator or an
Administrator-member by providing written notice as described in
the next two sentences. In the case of the
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Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
Administrator, the notice must be provided to the Administrator
and the Sponsor; in the case of an Administrator-member, the
notice must be provided to the Sponsor, the affected member, and
to all other Administrator-members. The written notice must
state that, in the opinion of that Fiduciary, that Administrator
or Administrator-member should not continue to serve because of
the existence of or the appearance of control or an interest
that is inconsistent with that Administrator's or
Administrator-member's ability to act for the benefit of the
Participants under the Plan. If the Administrator or
Administrator-member does not consent to the proposed removal,
then to pursue the removal, the proposing Fiduciary must provide
to one or more other Fiduciaries the written notice described in
the prior sentence. If one other Fiduciary consents to the
proposed removal, the removal is effective (and the
Administrator's successor is determined) as if it had occurred
under the preceding subsection. If at least one other Fiduciary
does not consent to the proposed removal (or if there are no
other Fiduciaries and the Administrator or Administrator-member
that is targeted for removal does not consent to the removal),
then the matter must be resolved by arbitration, to be held in
Richmond, Virginia in accordance with the rules and procedures
of the American Arbitration Association. All costs, fees, and
expenses of any arbitration in accordance with this subsection
that results in removal shall be borne by and be obligation of
the removed Administrator or Administrator-member. All costs,
fees, and expenses of any such arbitration that does not result
in removal shall be borne by and be the obligation of the
Sponsor. Removal of an Administrator under this subsection is
effective (and the Administrator's successor is determined) as
if it had occurred under the preceding subsection.
(f) Resignation.
The Administrator may resign on thirty days' notice in writing
to the Alternate Administrator that is next in line (according
to the exhibit referred to in Plan section 10.05(b)) to become
the successor Administrator. The Administrator and that
Alternate Administrator may agree to a shorter notice period. If
there is no Alternate Administrator to become the successor
Administrator, then the Administrator's resignation cannot be
effective until he appoints a successor Administrator and until
that successor begins his service as Administrator.
Alternatively, the resigning Administrator may apply to a court
of competent jurisdiction to have a successor appointed; and the
Administrator's resignation is not effective until a successor
is so appointed and begins his service as Administrator. Any
Administrator-member (but not the sole remaining member of an
Administrator) may resign on thirty days' notice in writing to
the remaining members of that Administrator. The
Administrator-members may agree to
6
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
a shorter notice period. A sole remaining member's resignation
must comply with subsection (f) of this section.
(g) Successor appointment.
A successor Administrator may not be the Sponsor, an Employer,
an ERISA Affiliate, or a Related Entity, and each successor
Administrator is subject to all of this section's provisions.
(h) Additional and successor Administrator-members: continuing
service.
The Administrator may appoint additional and successor
Administrator-members. An additional or successor
Administrator-member may not be the Sponsor, an Employer, an
ERISA Affiliate, or a Related Entity, and each additional and
successor Administrator-member is subject to all of this
section's provisions. Subject to this section's provisions on
removal and resignation, the Administrator and each
Administrator-member continue to serve.
(i) Qualification.
Each person who is a successor to an Administrator-member and
each additional Administrator-member may qualify after his
appointment by executing, acknowledging, and delivering
acceptance to the Administrator in a form satisfactory to the
Administrator; each successor Administrator may qualify after
appointment by executing, acknowledging, and delivering
acceptance to the predecessor Administrator in a form
satisfactory to that predecessor; each successor without further
act, deed, or conveyance is vested with all the estate, rights,
powers, discretion, duties, and obligations of his predecessor,
and each additional person is similarly vested, just as if
originally named as the Administrator or as an
Administrator-member in this Plan.
10.04. Alternate Administrator Appointment, Removal. Successors, Except During
a Suspension Period
(a) Application of section.
The remaining provisions of this Plan section 10.04 are
effective during any period that is not a Suspension Period.
(b) Alternate Administrator appointment.
The Sponsor's Designee may name one or more Alternate
Administrators. At any time, the identities of any Alternate
Administrators must be reflected in an exhibit to this Plan. If
there is more than one Alternate Administrator, the exhibit must
list those Alternate Administrators in order of appointment (the
earliest appointed Alternate Administrator must be
7
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
listed first, etc.). The exhibit must be revised each time an
Alternate Administrator is appointed or removed or resigns.
There may be one or more individuals or entities acting as a
single Alternate Administrator under this Plan, as the Sponsor
determines. According to the same procedures that apply to the
appointment of a successor member, additional individuals and
entities may be appointed to become members of an Alternate
Administrator.
(c) Alternate Administrator resignation, removal.
If an Alternate Administrator is not made up of more than one
person, that Administrator may resign on sixty days' notice in
writing to the Sponsor. If an Alternate Administrator is made up
of more than one person, any of those persons may resign on
thirty days' notice in writing to the Sponsor. The Sponsor may
remove an Alternate Administrator or any Alternate
Administrator-member by sixty days' written notice to the
Alternate Administrator or to the Alternate Administrator-member
in question. The Sponsor and an Alternate Administrator or an
Alternate Administrator-member may agree to a shorter notice
period for resignation or removal.
(d) Successor Alternate Administrator-member appointment.
The Sponsor's Designee may appoint additional or successor
Alternate Administrator-members. An additional or successor
Alternate Administrator-member has the same qualifications as
original Alternate Administrator-members and is appointed in the
same way.
(e) Qualification.
Each Alternate Administrator, each person who is a successor to
an Alternate Administrator-member, and each additional Alternate
Administrator-member may qualify after his appointment by
executing, acknowledging, and delivering acceptance to the
Sponsor in a form satisfactory to the Sponsor; each successor
member without further act, deed, or conveyance is vested with
all the estate, rights, powers, discretion, duties, and
obligations of his predecessor, and each additional person is
similarly vested, just as if originally named as an Alternate
Administrator-member in this Plan.
10.05. Alternate Administrator Appointment, Removal, Successors During a
Suspension Period
(a) Application of section.
The remaining provisions of this Plan section 10.05 are
effective only during a Suspension Period.
8
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
(b) Alternate Administrator appointment.
There may be one or more individuals or entities acting as
Alternate Administrators under this Plan. The Administrator may
appoint one or more Alternate Administrators. At any time, the
identities of the Alternate Administrators must be reflected in
an exhibit to this Plan. If there is more than one Alternate
Administrator, the exhibit must list those Alternate
Administrators in order of appointment (the earliest appointed
Alternate Administrator must be listed first, etc.). When the
Plan section entitled "Administrator Appointment, Removal,
Successors During a Suspension Period" (see Plan section 10.03)
refers to the Alternate Administrator that is next in line to
become the successor Administrator, that section refers to the
Alternate Administrator that is listed first on the exhibit. The
Administrator must revise the exhibit each time an Alternate
Administrator is appointed or resigns. An Alternate
Administrator may not be the Sponsor, an Employer, an ERISA
Affiliate, or a Related Entity, and each Alternate Administrator
is subject to all of this section's provisions.
(c) Suspension of Sponsor's powers.
The Sponsor may not appoint or remove any Alternate
Administrator, any Alternate Administrator-member, or any
successor or additional Alternate Administrator-member.
(d) Removal: resignation.
An Alternate Administrator or an Alternate Administrator-member
cannot be removed, although an Alternate Administrator that
becomes a successor Administrator is subject to removal under
the Plan sections entitled "Administrator Appointment, Removal,
Successors, Except During a Suspension Period" and
"Administrator Appointment, Removal, Successors During a
Suspension Period" (see Plan section 10.02 and Plan section
10.03). An Alternate Administrator or any Alternate
Administrator-member may resign on thirty days' notice in
writing to the Administrator. The Alternate Administrator or an
Alternate Administrator-member and the Administrator may agree
to a shorter notice period.
(e) Additional and successor Alternate Administrator-members-,
continuing service.
An Alternate Administrator may appoint additional and successor
Alternate Administrator-members. An additional or successor
Alternate Administrator-member may not be the Sponsor, an
Employer, an ERISA Affiliate, or a Related Entity, and each
additional and successor Alternate Administrator-member is
subject to all of this section's provisions. Subject
9
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
to this section's provisions on removal and resignation, each
Alternate Administrator and each Alternate Administrator-member
continue to serve.
(f) Qualification.
Each Alternate Administrator, each person who is a successor to
an Alternate Administrator-member, and each additional Alternate
Administrator-member may qualify after his appointment by
executing, acknowledging, and delivering acceptance to the
Administrator in a form satisfactory to the Administrator; each
successor member without further act, deed, or conveyance is
vested with all the estate, rights, powers, discretion, duties,
and obligations of his predecessor, and each additional person
is similarly vested, just as if originally named as an Alternate
Administrator-member in this Plan.
10.06. Operation of Administrator
(a) Records.
The Administrator must keep a record of all of its proceedings
and acts and all other data related to its responsibilities
under this Plan. Crestar Financial Corporation OMNI Trust. The
Administrator must notify each relevant Trustee or co-Trustee of
any Administrator action other than routine administrative
actions and must notify any other person when notice to that
other person is required by law.
(b) Multiple-person Administrator's acts and decisions.
A multiple-person Administrator's acts and decisions must be
made by a majority vote if the number of persons who constitute
the Administrator is three or more; otherwise, such acts and
decisions must be by unanimous vote. A meeting of all members of
a multiple-person Administrator need not be called or held to
make decisions or take any action. Decisions may be made or
action taken by written documents signed by the required number
of members. If the Administrator-members are deadlocked, subject
to the provisions of this article and Plan article 8, the
Sponsor must make the determination, and that determination is
binding on all persons. An Administrator-member is not
disqualified from exercising the powers conferred in this Plan
merely because he is a Participant or a Participant's
Beneficiary.
(c) Delegations by a multiple-person Administrator.
The Administrator-members may delegate to one or more of their
number authority to sign documents on behalf of the
Administrator or to perform ministerial acts, but no member to
whom that authority is delegated may
10
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
perform an act involving the exercise of discretion without
first obtaining the concurrence of the required number of other
members, even though the one alone may sign a document required
by third parties. Without any designation from the other
members, one Administrator-member may execute instruments or
documents on behalf of the Administrator until the other members
object in writing and file that objection with the Sponsor.
10.07. Other Fiduciary Appointment, Removal, Successors, Except During a
Suspension Period
(a) Application of section.
The subsections of this Plan section 10.07 are effective during
any period that is not a Suspension Period. For purposes of this
section, the Investment Committee is a Fiduciary.
(b) Other Fiduciaries generally.
This Plan section's references to a Fiduciary are superseded by
other Plan provisions referring to a specific Fiduciary such as
the Administrator and the Alternate Administrators. Each
provision in this Plan section is effective as to the
appointment, removal, or resignation of a Fiduciary only to the
extent that the appointment, removal, or resignation of that
Fiduciary is not governed by another Plan provision. Each
provision in this Plan section is effective as to any other
matter covered in this Plan section only to the extent that the
other matter is not governed by another Plan provision and only
to the extent that there are no provisions in an applicable
Trust Agreement about that matter.
(c) Appointment.
Except as provided for Fiduciary sub-delegations in this Plan
article's subsection entitled "Fiduciaries" (see Plan section
10.18(c)), the Sponsor and only the Sponsor may name additional
Fiduciaries and define their responsibilities. There may be one
or more individuals or entities acting as a single Fiduciary
under this Plan, as the Sponsor determines subject to the
provisions of the Trust Agreements. According to the same
procedures that apply to the appointment of a successor member,
additional individuals and entities may be appointed to become
members of a multiple-person Fiduciary appointed according to
this section.
(d) Resignation. removal.
If a Fiduciary is not a multiple-person Fiduciary, that
Fiduciary may resign on thirty days' notice in writing to the
Sponsor. If a Fiduciary is a multiple-person Fiduciary, any
Fiduciary-member may resign on thirty days' notice in writing to
the Sponsor. The Sponsor may remove a
11
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
Fiduciary or a person who is one of the persons that make up a
Fiduciary by thirty days' written notice to the Fiduciary or to
the person in question. The Sponsor and a Fiduciary or a
Fiduciary-member may agree to a shorter notice period for
resignation or removal.
(e) Successor appointment.
If a Fiduciary resigns or is removed or otherwise ceases to
serve, the Sponsor may appoint a successor. If a
Fiduciary-member resigns or is removed or otherwise ceases to
serve, the Sponsor may appoint a successor.
(f) Qualification.
Each successor Fiduciary and each successor Fiduciary-member or
additional Fiduciary-member appointed according to this section
may qualify after his appointment by executing, acknowledging,
and delivering acceptance to the Sponsor in a form satisfactory
to the Sponsor; each successor Fiduciary-member without further
act, deed, or conveyance is vested with all the estate, rights,
powers, discretion, duties, and obligations of his predecessor,
and each additional Fiduciary-member is similarly vested, just
as if originally named as a Fiduciary or a Fiduciary-member in
this Plan.
(g) Related parties.
Except as otherwise specifically provided, the Sponsor, any
Affiliate of the Sponsor, any Employee, any Participant, any
Participant's Beneficiary, and any committee of the Sponsor or
of any Affiliate may be appointed as a Fiduciary or as a member
of a Fiduciary under this Plan.
10.08. Other Fiduciary Appointment, Removal, Successors During a Suspension
Period
(a) Application of section.
Except as described in this subsection, the remaining
subsections of this Trust Agreement section 10.08 are effective
only during a Suspension Period. The first sentence of
subsection (f) is effective at all times, subject to Plan
article 8. For purposes of this section, the Investment
Committee is a Fiduciary.
(b) Other Fiduciaries Generally.
This Plan section's references to a Fiduciary are superseded by
other Plan provisions that are effective during a Suspension
Period and that refer to a specific Fiduciary such as the
Administrator and the Alternate Administrators. Each provision
in this Plan section is effective as to the
12
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
appointment, removal, or resignation of a Fiduciary only to the
extent that the appointment, removal, or resignation of that
Fiduciary is not governed by another Plan provision that is
effective during a Suspension Period. Each provision in this
Plan section is effective as to any other matter covered in this
Plan section only to the extent that the other matter is not
governed by another Plan provision that is effective during a
Suspension Period and only to the extent that there are no
provisions in an applicable Trust Agreement about that matter
that are effective during a Suspension Period.
(c) General.
There may be one or more individuals or entities acting as a
single Fiduciary under this Plan.
(d) Suspension of Sponsor's powers.
The Sponsor, an Employer, an ERISA Affiliate, or a Related
Entity may not appoint or remove a Fiduciary, any
Fiduciary-member, any additional Fiduciary-member, or any
successor Fiduciary or Fiduciary-member.
(e) Removal by Administrator.
The Administrator may remove a Fiduciary or a person who is one
of the persons that make up a Fiduciary by thirty days' written
notice to the Fiduciary or to the person in question.
(f) Removal by other Fiduciary.
The remaining provisions of this subsection are not effective
until the Sponsor's Designee announces that they are effective.
Any Fiduciary may suggest the removal of another Fiduciary or a
member of another Fiduciary by providing written notice as
described in the next two sentences. In the case of a Fiduciary,
the notice must be provided to that Fiduciary and the
Administrator; in the case of a Fiduciary-member, the notice
must be provided to the affected Fiduciary-member, to all other
members of that Fiduciary, and to the Administrator. The written
notice must state that, in the opinion of the proposing
Fiduciary, that other Fiduciary or Fiduciary-member should not
continue to serve because of the existence of or the appearance
of control or an interest that is inconsistent with that
Fiduciary's or Fiduciary-member's ability to act for the benefit
of the Participants under the Plan. If the Fiduciary or
Fiduciary-member targeted for removal does not consent to the
proposed removal, then to pursue the removal the proposing
Fiduciary must provide the written notice described in the prior
sentence to one or more other Fiduciaries. The removal is
effective only if at least one other Fiduciary consents to the
proposed removal.
13
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
(g) Resignation.
If a Fiduciary is not a multiple-person Fiduciary, that
Fiduciary may resign on thirty days' notice in writing to the
Administrator. If a Fiduciary is a multiple-person Fiduciary,
any Fiduciary-member may resign on thirty days' notice in
writing to the Administrator. A Fiduciary or a Fiduciary-member
and the Administrator may agree to a shorter notice period for
resignation.
(h) Successor appointment.
If a Fiduciary resigns or is removed or otherwise ceases to
serve, the Administrator may appoint a successor Fiduciary. If a
Fiduciary-member resigns or is removed or otherwise ceases to
serve, that Fiduciary may appoint a successor Fiduciary-member.
A successor Fiduciary or Fiduciary-member may not be the
Sponsor, an Employer, an ERISA Affiliate, a Related Entity, or
an Employee, and each successor Fiduciary and Fiduciary-member
is subject to all of this section's provisions.
(i) Additional Fiduciaries: continuing service.
The Administrator may appoint additional Fiduciaries and may
appoint additional individuals or entities as members of a
multiple person Fiduciary. An additional Fiduciary or
Fiduciary-member may not be the Sponsor, an Employer, an ERISA
Affiliate, a Related Entity, or an Employee, and each additional
Fiduciary and Fiduciary-member is subject to all of this
section's provisions. Subject to this section's provisions on
removal and resignation, each Fiduciary and each
Fiduciary-member continue to serve.
(j) Qualification.
Each successor or additional Fiduciary or Fiduciary-member
appointed may qualify by executing, acknowledging, and
delivering acceptance to the Administrator in a form
satisfactory to the Administrator; each successor without
further act, deed, or conveyance is vested with all the estate,
rights, powers, discretion, duties, and obligations of his
predecessor Fiduciary or Fiduciary-member, and each additional
Fiduciary or Fiduciary-member is similarly vested, just as if
originally named as a Fiduciary or a Fiduciary-member in this
Plan.
14
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
10.09. Operation of Multiple-Person Fiduciaries
(a) Other Fiduciaries generally.
This Plan section's references to a Fiduciary are superseded by
other Plan provisions referring to a specific Fiduciary such as
the Administrator or the Alternate Administrators.
(b) Suspension Period.
During a Suspension Period, the Sponsor's powers under this
section are suspended and the Administrator acts in the
Sponsor's place.
(c) Rules and guidelines.
A multiple-person Fiduciary may adopt or amend rules and
guidelines that its members deem desirable to govern its
operations according to this Plan. A Fiduciary's rules adopted
or amended according to this subsection must be communicated to
the Administrator and to the Sponsor and may not cause that
Fiduciary to act in any way that is prohibited by this Plan or
cause that Fiduciary to fail to act in any way that is required
by this Plan.
(d) Records.
Each multiple-person Fiduciary must keep a record of all of its
proceedings and acts and all other data related to its
responsibilities under this Plan and that are necessary for the
proper administration of any Trust Fund. Each Fiduciary must
notify the Administrator of any of its actions other than
routine actions and must notify any other person when notice to
that other person is required by law.
(e) Multiple-person Fiduciary's acts and decisions.
A multiple-person Fiduciary's acts and decisions must be made by
a majority vote if the number of persons who constitute that
Fiduciary is three or more; otherwise, such acts and decisions
must be by unanimous vote. A meeting of all members of a
multiple-person Fiduciary need not be called or held to make
decisions or take any action. Decisions may be made or action
taken by written documents signed by the required number of
members. If the Fiduciary-members are dead-locked, subject to
the provisions of subsection (b), the Sponsor must make the
determination and that determination is binding on all persons.
A Fiduciary-member is not disqualified from exercising the
powers conferred in this Plan merely because he is a Participant
or a Participant's Beneficiary.
(f) Multiple-person Fiduciary's delegation of authority.
15
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
Fiduciary-members may delegate to one or more of their number
authority to sign documents on behalf of that Fiduciary or to
perform ministerial acts, but no Fiduciary-member to whom that
authority is delegated may perform an act involving the exercise
of discretion without first obtaining the concurrence of the
required number of other members, even though the one alone may
sign a document required by third parties. Without designation
from the other persons who constitute that Fiduciary, one
Fiduciary-member may execute instruments or documents on behalf
of all members until the other members object in writing and
file that objection with the Sponsor.
(g) Ministerial duties.
A multiple-person Fiduciary may adopt by-laws and similar rules
consistent with the Plan and its purposes. A multiple-person
Fiduciary may choose a chairman from its members and may appoint
a secretary to keep such records of that multiple-person
Fiduciary's acts as may be necessary. The secretary need not be
a member of that multiple-person Fiduciary. The secretary may
perform purely ministerial acts delegated by that
multiple-person Fiduciary.
10.10. Administrator's. Plan Committees' Powers and Duties
(a) Plan decisions.
The Administrator and, as to responsibilities assigned according
to this Plan to a Plan Committee, that Plan Committee must
administer this Plan by its terms and has all powers necessary
to do so. The Administrator must designate one of its members or
someone else as agent for service of legal process. The
Administrator must interpret this Plan. The duties of the
Administrator include, but are not limited to:
(1) determining the answers to all questions relating to the
Employees' eligibility to become Participants;
(2) communicating with and directing the Sponsor, any
Trustees, and any co-Trustees on the time, amount,
method, and form of benefits to pay to Participants and
Beneficiaries;
(3) authorizing and directing all Trust Fund disbursements
or benefit payments; and
(4) directing the Sponsor or any appropriate Trustees and
co-Trustees, according to the terms of this Plan and any
Trust Agreements, to disburse funds held by them in
payment of obligations to accomplish the purposes of
this Plan.
(b) Conclusive determination.
16
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
Subject to the appeals procedures in the Plan section entitled
"Review of Claims" (see Plan section 6.03), a determination by
the Administrator and, as to responsibilities assigned according
to this Plan to a Plan Committee, a determination by that Plan
Committee made in good faith is conclusive and binding on all
persons. No decision of the Administrator or of a Plan
Committee, however, may take away any rights specifically given
to a Participant by this Plan.
(c) Participation.
If the Administrator or a member of a Plan Committee is also a
Participant, he must abstain from any action that directly
affects him as a Participant in a manner different from other
similarly situated Participants. Except as provided in Plan
article 8, the Plan does not prevent either an Administrator or
a member of a Plan Committee who is also a Participant or a
Beneficiary from receiving any benefit to which he may be
entitled, if the benefit is computed and paid on a basis that is
consistently applied to all other Participants and
Beneficiaries.
(d) Agents and advisors.
The Administrator and, as to responsibilities assigned according
to this Plan to a Plan Committee, that Plan Committee may employ
and compensate from the Employers' funds, or from any Trust Fund
assets according to the Plan section entitled "Payment of
Expenses" (see Plan section 10.13), such accountants, counsel,
specialists, and other advisory and clerical persons (to the
extent that clerical and office help are not supplied by an
Employer) as it deems necessary or desirable in connection with
the Plan's administration or with the administration of any
Trust Agreement. The Administrator may designate any person as
its agent for any purpose. The Administrator and, as to
responsibilities assigned according to this Plan to a Plan
Committee, that Plan Committee is entitled to rely conclusively
on any opinions or reports furnished to it by its accountant or
counsel. Except to the extent prohibited by law, the
Administrator and each Plan Committee is fully protected by the
Employers, Employees, and the Participants whenever it takes
action based in good faith on advice from its advisors.
10.11. Discretion of Administrator, Plan Committees
(a) Exclusive discretion.
The Administrator's discretionary power and, as to
responsibilities assigned according to this Plan to a Plan
Committee, that Plan Committee's discretionary power to perform
or consent to any act is exclusive except for acts of willful
misconduct or knowing violations of law.
17
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
(b) Waivers.
In its administration of the Plan, the Administrator may waive
any Plan requirements that might otherwise result in an
individual's disqualification or failure to qualify as a
Participant or a loss or deprivation of Plan benefits to or for
the individual as a result of the individual's transfer, such as
a transfer between divisions of an Employer or between Employers
(or any other transfer). With the Sponsor's consent (or with the
consent of a person vested with the appropriate Sponsor power
according to Plan article 8), the Administrator may credit
service for an Employer's predecessor's business as Service for
the Employer, even if that is not required by law. Except as
provided in Plan article 8, the Sponsor's Designee may direct
that credit. Any individual may apply for relief under this
subsection by following this Plan's procedures for claims and
reviews of claims.
10.12. Records and Reports
(a) Reports.
The Employers must supply information to the Administrator
sufficient to enable the Administrator to fulfill its duties.
The Administrator must advise each Trustee and co-Trustee of
information necessary or desirable to that Trustee's or
co-Trustee's administration of the Trust Fund.
(b) Records.
The Administrator must keep books of account, records, and other
data necessary for proper administration of the Plan, showing
the interests of the Participants under the Plan. The
Administrator may appoint a Trustee, co-Trustee, or any other
person as agent to keep records, if the Trustee, co-Trustee, or
other person accepts the duties.
10.13. Payment of Expenses
Unless otherwise determined by the Sponsor or by a person vested with
the necessary Sponsor power according to Plan article 8, the
Administrator serves and all members of any Plan Committee serve without
compensation. Until the Sponsor's Designee notifies the Administrator or
the affected Plan Committee to the contrary, all expenses of the
Administrator and each Plan Committee must be paid by the Employers.
Expenses of the Administrator and each Plan Committee include any
expenses incident to the functioning of the Administrator or that Plan
Committee, fees of accountants, counsel, and other similar specialists,
and other costs of administering the Plan. If the Employers are not
responsible for the expenses of the Administrator or of a
18
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
specific Plan Committee, the Administrator or that Plan Committee must
direct the Trustees or co-Trustees to distribute payment or
reimbursement of reasonable expenses from the Trust Fund.
10.14. Notification to Interested Parties
The Administrator must take all reasonable steps to notify all
Interested Parties of the existence and provisions of this Plan and any
Trust Agreements. When the Plan or a Trust Agreement is amended in any
way affecting Participant benefits (which does not include amendments
relating to administrative matters or clerical errors), the
Administrator must notify all affected Interested Parties of the
amendments and inform them of the substance of the amendments.
10.15. Notification of Eligibility
Within a reasonable period before it is necessary to determine
eligibility, each Employer must give the Administrator a list of its
Employees, showing all information necessary to determine current
eligibility.
10.16. Other Notices
At all appropriate times, the Administrator must notify each Employer
and all other appropriate parties that certain actions must be taken or
that payments are due.
10.17. Annual Statement
As and when required by law, the Administrator must give each
Participant a statement showing the status of the Participant's Account
as of the close of the preceding Plan Year.
10.18. Limitation of Administrator's and Plan Committees' Liability
(a) Separate liability.
If permissible by law, the Administrator and each member of each
Plan Committee serves without bond. If the law requires bond,
the Administrator must secure the minimum required (or any
greater amount set by the Sponsor) and obtain necessary payments
according to the Plan section entitled "Payment of Expenses"
(see Plan section 10.13). Except as otherwise provided in the
Plan, the Administrator and any member of any Plan Committee is
not liable for another Administrator's or member's act or
omission or for another Fiduciary's act or omission. To the
extent
19
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
allowed by law and except as otherwise provided in the Plan, the
Administrator and any member of any Plan Committee is not liable
for any action or omission that is not the result of the
Administrator's or member's own negligence or bad faith.
(b) Indemnification.
As permitted by law, and as limited by any written agreement
between the Sponsor and the Administrator or between the Sponsor
and the Plan Committee or member in question, the Employers must
indemnify and save the Administrator and each member of each
Plan Committee harmless against expenses, claims, and liability
arising out of being the Administrator or a member of that Plan
Committee, except expenses, claims, and liability arising out of
the individual's own negligence or bad faith. The Sponsor may
obtain insurance against acts or omissions of the Administrator
and the members of each Plan Committee. If the Sponsor fails to
obtain insurance to indemnify, the Administrator or a member of
any Plan Committee may obtain insurance and must be reimbursed
according to the Plan section entitled "Payment of Expenses"
(see Plan section 10.13) and as permitted by law. Except during
periods in which its power is suspended or terminated according
to Plan article 8, at its own expense, the Sponsor may employ
its own counsel to defend or maintain, either in its own name or
in the name of the Administrator, any Plan Committee, or any of
its members, any suit or litigation arising under this Plan
concerning the Administrator, that Plan Committee, or any of its
members.
(c) Fiduciaries.
The Administrator may name and, as to responsibilities assigned
according to this Plan to a Plan Committee, that Plan Committee
may name any other person as a Fiduciary in the process of
delegating any responsibility and power of the Administrator or
of that Plan Committee, and by naming that person, the
Administrator or that Plan Committee limits its own duties and
responsibilities to the extent specified in that delegation.
10.19. Errors and Omissions
Individuals and entities charged with the administration of the Plan
must see that it is administered in accordance with its terms as long as
it is not in conflict with ERISA. If an innocent error or omission is
discovered in the Plan's operation or administration, and if the
Administrator determines that it would cost more to correct the error
than is warranted, and if the Administrator determines that the error
did not cause a penalty or excise-tax problem, then
20
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
the Administrator may authorize any equitable adjustment it deems
necessary or desirable to correct the error or omission, including but
not limited to the authorization of additional Employer contributions
designed, in a manner consistent with the goodwill intended to be
engendered by the Plan, to put Participants in the same relative
position they would have enjoyed if there had been no error or omission.
Any contribution made pursuant to this section is an additional
discretionary contribution.
10.20. Communication of Directions from Participants
All Participant rights contained in the Plan or in any Trust Agreement
to direct any action may be exercised only by directions communicated to
the Administrator. The Administrator must communicate those directions
to any appropriate Trustees or co-Trustees or other appropriate persons.
All Participant directions communicated by the Administrator are deemed
by the recipient to be true and accurate, and each recipient of
directions is entitled to rely conclusively upon the directions.
10.21. Investment Committee
(a) Application of section.
If a Trust Agreement contains provisions that authorize an
investment committee (that is a fiduciary with powers similar to
this Plan's Investment Committee's powers), this Plan has no
Investment Committee, and all other Plan provisions governing or
requiring Investment Committee actions are inoperative, even if
those Trust Agreement provisions have not yet been implemented
(for example, by the creation of such an investment committee).
(b) Appointment, resignation, removal.
The Plan sections entitled "Other Fiduciary Appointment,
Removal, Successors, Except During a Suspension Period" and
"Other Fiduciary Appointment, Removal, Successors During a
Suspension Period" (see Plan sections 10.07 and 10.08) govern
the appointment, removal, and resignation of the Investment
Committee.
(c) Investment Managers.
As provided in ERISA section 402(c)(3), the Investment Committee
may name one or more Investment Managers (as defined in ERISA
section 3(38)) for the Plan and may delegate any or all of its
authority to one or more of those Investment Managers.
10.22. Selection of Investment Media
21
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
(a) Discretion of Investment Committee.
Subject to the approval of the appropriate Trustees or
co-Trustees, the Investment Committee may select and name any
number of funds or other investment media not prohibited under
the Trust Agreements as it deems appropriate and satisfactory
for the investment of Accounts at the election of the
Participants. Such investment media may include or be
exclusively limited to pooled investment funds.
(b) Specific investment media.
Without limiting the Investment Committee's discretion
authorized in subsection (a), the Sponsor expects that the
Participants will be allowed unlimited investment choices for
the Participants to exercise control over the investment of
their Accounts. The investment media under the Plan, therefore,
are in addition to other investments the Participants may select
themselves. The Investment Committee may not provide an
exclusive list of permissible investment media for this Plan.
(c) Additional investment media.
Additional investment media, including pooled investment funds,
may also be listed as additional permissible investment media.
The additional media may include several Investment Funds that
invest in stock or securities of an Employer. The Administrator
may also request the Investment Committee to cause the creation
of a fund within the Trust Fund to be managed by an Investment
Manager.
22
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
Article 11--Definitions
11.01. Account
Means an individual's interest (except for Suspense Accounts, including
any Employer-identified Suspense Accounts) under this Plan or an
Associated Plan that is a Defined Contribution Plan, determined in each
case according to the appropriate plan's provisions. For this Plan,
Account means an individual's interest under this Plan according to this
Plan's provisions. A Participant's Account in this Plan is his funded
interest under this Plan.
(a) A Participant may have several identified accounts in this Plan.
When Account is used without modification, it means the sum of
all of the Participant's identified funded accounts.
(b) Account refers to the value of any Trust Fund or Contracts set
aside for and allocated to a Participant or to assets
specifically allocated as assets (such as Employer Stock, if
shares are allocated to individual accounts) in any Trust Fund
set aside for and allocated to a Participant.
See also Employee Contribution Account, Employer Contribution Account,
Employer-designated Suspense Account, Named Account, Pre-tax Savings
Account, Supplemental Account, and Suspense Account.
Accounts are explained further in the Plan section entitled "Accounts"
(see Plan section 4.02), and allocations to Accounts are generally
covered in Plan article 4.
11.02. Accrued Benefit
(a) Accrued Benefit is defined in ERISA section 3(23) and refers to
the accumulated entitlement attributable to an individual's
participation in a Pension Plan that is a Qualified Plan or a
Nonqualified Pension Plan, without regard to whether that
interest is Forfeitable or Nonforfeitable.
(b) For an Employer-maintained Qualified Plan or Nonqualified
Pension Plan that has only individual accounts and no other
benefit (including this Plan), Accrued Benefit means an
individual's funded Account balance according to that plan.
(c) For an Employer-maintained Defined Contribution Plan, including
this Plan, Accrued Benefit means an individual's funded Account
balance.
1
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
(d) Accrued Benefit, for any Employer-maintained Defined Benefit
Plan, means an individual's right to a benefit that is
determined under that plan and, except as provided in ERISA
section 204(c)(3), that is expressed as an annual benefit
beginning at normal retirement age.
11.03. Acquiring Person
means any Person who satisfies the requirements of either subsection (a)
or (b) of this section.
(a) A Person, considered alone or together with all Control
Affiliates and Associates of that Person, becomes directly or
indirectly the beneficial owner of Securities representing at
least thirty percent of the Sponsor's then outstanding
Securities entitled to vote generally in the election of the
Board.
(b) A Person enters into an agreement that would result in that
Person satisfying the conditions in subsection (a) or that would
result in an Employer's failure to be an Affiliate.
11.04. Active Participant
Means a Participant who is a Covered Employee. An Active Participant is
not automatically entitled to allocations from all contributions.
11.05. Administrator
Means a single person (an individual or an entity) or a Plan Committee
that is a Named Fiduciary appointed according to Plan article 10 to be
the Plan's person described in ERISA section 3(16).
11.06. Administrator's Rules
Means any interpretations or operating guidelines, regulations, or rules
established by or for the Administrator for operating the Plan, as
authorized by the Plan's provisions.
11.07. Affiliate means. as to an Employer
(a) a member of a controlled group of corporations as defined in
Code section 1563(a), determined without regard to Code sections
1563(a)(4) and 1563(e)(3)(C), of which that Employer is a member
according to Code section 414(b);
(b) a trade or business (whether or not incorporated) that is under
common control with that Employer as determined according to
Code section 414(c); or
2
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
(c) a member of an affiliated service group of which that Employer
is a member according to Code section 414(m).
See also: ERISA Affiliate, which is defined according to ERISA section
407(d)(7).
11.08. Affiliate-maintained
Means, as to an Affiliate, the same thing that Employer-maintained means
as to an Employer.
11.09. After-tax Savings Account
Refers to a Participant's Account to which assets attributable to his
Mandatory Contributions and his Voluntary Contributions are allocated.
11.10. Age
Means how old a person was on his immediate past (most recent) birthday.
11.11. Agreement Refers to a Trust Agreement.
11.12. Allocation Period
Refers to the time after a Plan contribution occurs and before a
distribution of Plan benefits occurs. Except during a Suspension Period,
each Allocation Period may be but moments, long enough to create Account
balances and reduce Plan Liability Accounts.
11.13. Alternate Administrator
Means a single person (an individual or an entity) or a Plan Committee
that is appointed according to Plan article 10 to succeed an
Administrator according to Plan article 10.
11.14. Annual Addition
Means any allocation to a fully Nonforfeitable Account or any allocation
that immediately becomes Nonforfeitable, but only to the extent that any
such allocation results in current taxable income to the Participant
whose Account is receiving the allocation. No Annual Addition is
permissible or is credited to an individual's Accrued Benefit for any
Plan Year if, when added to his other permissible Annual Additions, the
total would exceed his Maximum Annual Addition allowance for the Plan
Year. Any amount that cannot be credited to an individual's Accrued
Benefit according to the Plan subsections entitled "General limits" and
"Maximum Annual Addition limitations" (see Plan sections 4.01(b) and
(f)) is not an Annual Addition for the Plan Year.
3
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
11.15. Assignment or Alienation
Include arrangements described in subsections (a) and (b) and
specifically exclude arrangements described in subsections (c) through
(g).
(a) An arrangement providing for the payment to an Employer of Plan
benefits that otherwise would be due the Participant under this
Plan is an Assignment or Alienation.
(b) A direct or indirect arrangement (whether revocable or
irrevocable) in which someone acquires from a Participant or
Beneficiary a right or interest enforceable against the Plan in
or to all or any part of a Plan benefit payment that is or may
become payable to the Participant or Beneficiary is an
Assignment or Alienation.
(c) An arrangement for withholding federal, state, or local tax from
Plan benefit payments is not an Assignment or Alienation.
(d) An arrangement for the recovery by the Plan of benefit
overpayments previously made to a Participant or Beneficiary is
not an Assignment or Alienation.
(e) An arrangement for the transfer of benefit rights from the Plan
to another Pension Plan is not an Assignment or Alienation.
(f) An arrangement for the direct deposit of benefit payments to an
account in a bank, savings and loan association, or credit union
is not an Assignment or Alienation, but only if that arrangement
is not part of one that would otherwise constitute an Assignment
or Alienation (for example, an allowable arrangement could
provide for the direct deposit of a Participant's benefit
payments to a bank account held by the Participant and the
Participant's spouse as joint tenants).
(g) An arrangement by which a Participant or Beneficiary directs the
Plan to pay all or part of a Plan benefit payment to a third
party, including an Employer, is not an Assignment or Alienation
if
(1) the arrangement is revocable at any time by the
Participant or Beneficiary; and
(2) the third party files a written acknowledgment of the
arrangement with the Administrator. To be satisfactory,
a written acknowledgment must state that the third party
has no enforceable
4
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
right in or to any Plan benefit payment or part of a
Plan benefit payment (except to the extent of payments
already received according to the terms of the
arrangement). A blanket written acknowledgment for all
Participants and Beneficiaries who are covered under the
arrangement with the third party is sufficient. The
written acknowledgment must be filed with the
Administrator no later than ninety days after the
arrangement is entered into.
11.16. Associate
With respect to any Person, is defined in Rule 12b-2 of the General
Rules and Regulations under the Securities Exchange Act of 1934, as
amended as of January 1, 1990, which reads as follows:
The term Associate used to indicate a relationship with any
person, means (1) any corporation or organization of which such
person is an officer or partner or is, directly or indirectly,
the beneficial owner of ten percent or more of any class of
equity securities, (2) any trust or other estate in which such
person has a substantial beneficial interest or as to which such
person serves as trustee or in a similar fiduciary capacity, and
(3) any relative or spouse of such person, or any relative of
such spouse, who has the same home as such person or who is a
director or officer of such person or any of its parents or
subsidiaries.
For purposes of this Plan, Associate does not include the Sponsor or a
Majority-owned Subsidiary of the Sponsor.
11.17. Associated Plan
Means any Nonqualified Pension Plan maintained by the Sponsor or any
other Employer.
11.18. Basic Contribution
Means the required Employer contribution described in the Plan section
entitled "Basic Contribution" (see Plan section 3.08).
11.19. Beneficiary or Beneficiaries
Is defined in ERISA section 3(8). That source indicates that Beneficiary
or Beneficiaries mean one or more individuals or other entities so
designated by a Participant according to the Plan section entitled
"Designation of Beneficiary" (see Plan section 7.02) or, if there is no
effective designation, then as enumerated in the Plan subsection
entitled "Beneficiaries" (see Plan section 7.02(b)).
11.20. Board or Board of Directors
5
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
Without modification, means the Sponsor's board of directors or
governing body and, with modification, means the board of directors or
governing body of the entity referred to.
11.21. Closing Date
Means the date associated with an Entry Date or a similar specially
declared date (see Plan section 3.06(e)) for purposes of determining
whether a Compensation-adjustment Election has been submitted in time
according to the Plan.
11.22. Code
Means the Internal Revenue Code of 1986, including its predecessor
versions and its subsequent versions, as currently amended for the
applicable time.
11.23. Compensation
Means an Employee's total pay (base salary, overtime, vacation pay,
holiday pay, severance pay, incentive-pay, bonuses, commissions,
supervisors' supplements, and other similar pay) from the Employers for
a Plan Year or other measuring period in return for the Employee's
services.
(a) Except as described below, Compensation does not include
Employer contributions to any private or public retirement
annuity or pension plan or Employer contributions to a Qualified
Plan other than contributions caused by an Employee's elective
deferrals (as defined in Code section 402(g)(3)(A)) under a
Qualified Plan containing a cash or deferred arrangement.
(b) Compensation does not include Employer contributions to this
Plan and any Trust Fund.
(c) Compensation does not include service awards, expense
allowances, moving expenses, retainers, fees under contract,
mortgage interest differential payments, or any similar
remuneration not related to pay as an Employee.
(d) Compensation does not include fringe benefits that are
non-taxable to the Employee.
(e) Compensation does not include payments to or on behalf of an
Employee after his employment has terminated.
At the Sponsor's election, Compensation may also include any amount that
is deferred to be contributed by an Employer to a Pension Plan pursuant
to an
6
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
Elective Deferral and any amount that is not includible in the gross
income of an Employee under Code section 125 (cafeteria plans), Code
section 402(a)(8) (a cash or deferred arrangement), Code section 402(h)
(simplified employee pensions), or Code section 403(b) (certain annuity
contracts).
11.24. Compensation-adjustment Election
Means a Participant's election to defer some of his Earnings and cause a
Plan contribution according to this Plan's section entitled
"Compensation-adjustment Elections" (see Plan section 3.06).
11.25. Continuing Directors
Means those members of the Board who satisfy the requirements of either
subsection (a), subsection (b), or subsection (c) of this section.
(a) The individual was a Board member before an event defined as a
First-tier Trigger Event or before an event defined as a
Second-tier Trigger Event that was not preceded (in the same
Suspension Period) by a First-tier Trigger Event.
(b) The individual was a Board member at the end of a Suspension
Period that started with a First-tier Trigger Event or that
started with a Second-tier Trigger Event that was not preceded
(in the same Suspension Period) by a First-tier Trigger Event.
(c) The individual was nominated for election or elected by a
two-thirds majority vote of Board members who satisfy the
requirements of subsection (a) or (b) of this section.
A Board member may not satisfy the requirements of this section if that
member was nominated for election or elected by Board members who are
elected by or recommended for election by an Acquiring Person.
11.26. Contract
Means an insurance or annuity or other similar agreement issued by an
Insurer to the Sponsor or to a Trustee or co-Trustee to provide benefits
under this Plan. A Contract held by a Trustee or co-Trustee or otherwise
part of the Trust Fund is a Contract but not a Plan Contract. A Contract
held outside the Trust Fund is a Plan Contract until it is distributed
to a Participant or Beneficiary to satisfy some or all of a Plan benefit
entitlement; upon that distribution, the Plan Contract becomes a
Contract. If there is any conflict between provisions of this Plan and
the terms of the Contract issued according to this Plan, the provisions
of this Plan must control.
7
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
11.27. Control, Controlling
And all variants (including under common Control with) are defined in
Rule 12b-2 of the General Rules and Regulations under the Securities
Exchange Act of 1934, as amended as of January 1, 1990, which reads as
follows:
The term Control (including the terms controlling, controlled by, and
under common control with) means the possession, direct or indirect, of
the power to direct or cause the direction of the management and
policies of a person, whether through the ownership of voting
securities, by contract, or otherwise.
11.28. Control Affiliate
With respect to any Person, means an affiliate as defined in Rule 12b-2
of the General Rules and Regulations under the Securities Exchange Act
of 1934, as amended as of January 1, 1990, which reads as follows:
An affiliate of, or a person affiliated with, a specified person, is a
person that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, the
person specified.
11.29. Covered Employee
Means an Employer's Employee who has been designated (by name or by
description) by his Employer's Board as a Covered Employee, who has not
Separated from Service since becoming a Covered Employee, and who has
not had his designation as a Covered Employee revoked by the Board of
the Employer whose Board designated him as a Covered Employee.
11.30. Defined Benefit Plan
Or DBP means any plan so defined in ERISA section 3(35).
11.31. Defined Contribution Plan
Or DCP means any plan so defined in ERISA section 3(34).
11.32. Disability
Means a condition rendering a Participant unable to engage in any
substantial gainful activity for which he is reasonably suited by
education or experience by reason of any medically determinable physical
or mental impairment that can be expected to result in death or to be of
long continued and indefinite duration. For purposes of this Plan, a
Disability may include a disability within the meaning of Code section
105(c) or (d), Code section 22(e)(3), or under any other definition of
disability announced by the Sponsor's Designee.
11.33. Early Retirement
8
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
Under this Plan means Separation from Service after attainment of Age
fifty-five and before attainment of Normal Retirement Age.
11.34. Earnings
For any individual for any relevant period, means the largest amount
that the individual may consider as taxable income from the Employers in
return for his services. An Employee's Earnings at least equal that
Employee's Compensation.
11.35. Effective Date
Is January 1, 1989. The Effective Date refers to the date of origin of
the Plan as amended and restated, although the date on which this
document's provisions are effective is December 26, 1990. Any Trust has
an effective date reflected in the Trust Agreement executed for this
Plan.
11.36. EIAP
Means Eligible Individual Account Plan.
11.37. Elective Deferral
Means a Participant's action according to this Plan to cause himself to
have a benefit under this Plan in lieu of current taxable
compensation-type payments from an Employer. A benefit under this Plan
can be based on an Elective Deferral (see Plan section 3.06) through a
Compensation-adjustment Election.
11.38. Elective Deferral Earnings Factor
Means an earnings rate most recently announced by the Sponsor (during a
Suspension Period, by the Fiduciary authorized according to Plan section
8.09(g) to exercise the Sponsor's powers) to be applied to this Plan's
calculations of a Participant's Pre-tax Savings Account portion of his
Plan Liability Account to reflect earnings that could have been applied
to that Pre-tax Savings Account had this Plan been a Qualified Plan.
11.39. Eligible Employee
No earlier than the Effective Date, means a Covered Employee who has at
any time (for any Plan Year or other limitation period for purposes of
Code section 415) been credited under an Employer-maintained Qualified
Plan with the maximum Accrued Benefit permissible under Code section
415(b), under Code section 415(c), or under Code section 415(e). An
Employee's status as an Eligible Employee begins on the earliest day on
which he simultaneously satisfies two conditions: first, he has at any
time (for any Plan Year or other limitation period for purposes of Code
section 415) been credited under an Employer-maintained Qualified Plan
with the maximum Accrued Benefits
9
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Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
permissible under Code section 415(b), under Code section 415(c), or
under Code section 415(e); second, he is a Covered Employee.
11.40. Eligible Individual Account Plan Or EIAP is defined in ERISA section
407(d)(3)(A).
11.41. Employee
Is an individual who renders personal services to or through an Employer
or an Affiliate and who is subject to the control of an Employer or an
Affiliate. An individual who is in an employer-employee relationship
with an Employer or an Affiliate as determined for Federal Insurance
Contribution Act purposes and Federal Employment Tax purposes, including
Code section 3401(c), automatically satisfies the preceding sentence's
requirements for determinations of whether that individual renders
personal services and is subject to the control of an Employer or an
Affiliate.
11.42. Employee Contribution
Means a Participant's Elective Deferrals, Mandatory Contributions, and
Voluntary Contributions.
11.43. Employee Contribution Account
As to any Participant, means the value of the Plan Assets, including
assets of any Trust Fund, attributable to Participant Contributions or
Employee Contributions that are set aside for and allocated to that
Participant. The amount does not include earnings on the contributions,
but it does include interests in Contracts or other assets procured from
those contributions and held for the benefit of that Participant (see
Pre-tax Savings Account and After-tax Savings Account).
11.44. Employer
Means the Sponsor and the other entities identified in the Plan section
entitled "Plan Sponsor and Other Employers" (see Plan section 1.07); any
successor by merger, purchase, or otherwise that maintains the Plan; or
any predecessor that has maintained the Plan. Service to an
unincorporated business or practice to which an Employer has become
successor will be considered to be Service for that Employer.
11.45. Employer Contribution Account
Means a Participant's Supplemental Account, his Named Accounts, and the
portions of his Pre-tax Savings Account (such as Matching Contributions)
attributable to Employer contributions. Employer Contribution Account
includes either the assets derived from the Employer contributions or
the value of the assets derived from the Employer contributions, derived
from
10
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Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
Forfeitures and their earnings, and interests in Contracts or other
assets procured from those contributions and earnings held for the
benefit of the Participants.
11.46. Employer-designated Suspense Account
Means a Suspense Account created by Sponsor direction or other Employer
designation.
11.47. Employer ERISA Security
Is any Security that satisfies the definition of ERISA Security as to
any Employer.
11.48. Employer-maintained
Refers to each Pension Plan directly or indirectly established according
to law or continued by an Employer. It includes all relevant Defined
Benefit Plans and Defined Contribution Plans, whether or not terminated.
11.49. Employer Real Property
Is defined in ERISA section 407(d)(2) and means real property (and
related personal property) that is leased to an Employer or an ERISA
Affiliate. For purposes of determining the time at which the Plan
acquires Employer Real Property, such property is deemed to be acquired
by the Plan on the date on which the Plan acquires the property or on
the date on which the lease to the Employer or Affiliate is entered
into, whichever is later.
11.50. Employer Security
Is defined in ERISA section 407(d)(1) and means any Security issued by
the Sponsor, an Employer, an Affiliate, or a Related Entity, including
Employer Stock.
11.51. Employer Stock
Means any Employer Security that is stock.
11.52. Employer Stock Fund
Means a portion of the Trust Fund available for holding Employer Stock,
but an Employer Stock Fund should be distinguished from any other fund
that holds ERISA Securities of the Employers.
11.53. Entry Date
Generally means the date that an Eligible Employee begins participation
under the Plan. A Participant's Entry Date is the date set for that
individual according to Plan article 2 by the Sponsor's Designee.
11
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
11.54. ERISA
Means the Employee Retirement Income Security Act of 1974, excluding its
title 11, as currently amended for the applicable time.
11.55. ERISA Affiliate
Means an affiliate as defined in ERISA section 407(d)(7). ERISA section
407(d)(7) states that a corporation is an affiliate of an Employer if it
is a member of any controlled group of corporations (as defined in Code
section 1563(a), except that "applicable percentage" is substituted for
"eighty percent" whenever the latter percentage appears in Code section
1563(a)) of which that Employer is a member. For purposes of the
preceding sentence, the term "applicable percentage" means fifty percent
or such lower percentage as the Secretary of Labor may prescribe by
regulation. ERISA section 407(d)(7) also provides that a person other
than a corporation is treated as an Employer's affiliate to the extent
provided in regulations of the Secretary of Labor of the United States,
and it provides that an Employer that is not a corporation is treated as
having affiliates to the extent provided in such regulations. The
definition of ERISA Affiliate in this section is adjusted as appropriate
to be consistent with any regulations that are promulgated.
11.56. ERISA Security
Is that form of Employer Security defined in ERISA section 407(d)(5).
11.57. Excess-benefit Plan
Is defined in ERISA section 3(36) as a plan maintained by an employer
solely to provide benefits in excess of the limitations on benefits and
contributions imposed by Code section 415. Beginning after December 31,
1988, a Nonqualified Pension Plan that provides benefits based on a
participant's annual compensation exceeding $200,000 (as calculated
under applicable Code sections) might be an Excess-benefit Plan;
however, allocations may not be made to any Accounts under such a
Nonqualified Pension Plan unless in the opinion of Sponsor's counsel or
according to regulations or published positions of the Internal Revenue
Service or the Department of Labor, such a plan qualifies as an
Excess-benefit Plan. Excess-benefit Plan, if it is unfunded, therefore
is a Nonqualified Pension Plan described in ERISA sections 3(36),
4(b)(5), and 4021(b)(8). Excess-benefit Plan, if it is funded,
therefore, is a Nonqualified Pension Plan described in ERISA sections
3(36), 201(7), 301(a)(9), and 4021(b)(8).
11.58. Fiduciary
Is defined in ERISA section 3(21) and means a person (defined in ERISA
section 3(9) to include an individual, partnership, joint venture,
corporation, mutual company, joint-stock company, trust, estate,
unincorporated
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Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
organization, association, or employee organization) described in any of
this section's subsections, but only to the extent that the subsection
is true as to that person.
(a) The person exercises any discretionary authority or
discretionary control respecting management of this Plan or
exercises any authority or control respecting management or
disposition of any Trust Fund.
(b) The person renders investment advice for a fee or other
compensation, direct or indirect, for any moneys or other
property of this Plan or any Trust Fund, or has any authority or
responsibility to do so.
(c) The person has discretionary authority or discretionary
responsibility in the administration of this Plan.
(d) The person accepts the designation from any Named Fiduciary
authorized to designate persons other than Named Fiduciaries to
carry out fiduciary responsibilities according to this Plan.
As provided in ERISA sections 3(21) and 404(c)(1), Fiduciary does not
include a Participant or a Beneficiary with respect to his directions
according to this Plan or a Trust Agreement when he exercises control
over the assets in his Account; nor does it include an investment
company registered under the Investment Company Act of 1940 or the
investment advisor of the investment company merely because assets of
the Trust Fund are invested in securities issued by the investment
company.
11.59. Financial Trigger Event
(a) Financial Trigger Event means an event described in this Plan's
exhibit entitled "Financial Trigger Events"; that exhibit may be
amended by the Sponsor without amending this Plan, except during
a Suspension Period, by delivery of an amended exhibit to the
Administrator. Until the exhibit entitled "Financial Trigger
Events" exists, subsection (b) of this Plan's section is deemed
to be that exhibit.
(b) A Financial Trigger Event occurs if any of the circumstances
described in any paragraph of this subsection occurs.
(1) The Sponsor fails to make any single payment or series
of payments due on its respective indebtedness for money
borrowed from entities in the United States in the
amount of Twenty Million Dollars ($20,000,000.00) or
more and for a term in excess of one
13
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
year (not including nonrecourse indebtedness); and
because of such failure that indebtedness or any portion
of that indebtedness becomes due before its regular due
date or before its regularly scheduled dates of
payments.
(2) The Sponsor's risk-based capital ratio (defined
according to the last sentence of this paragraph) for
Tier I capital (defined according to the last sentence
of this paragraph) as reported in any regularly
published consolidated financial statement of the
Sponsor is less than the minimum supervisory standard
set by the Federal Reserve Board. For purposes of this
paragraph, risk-based capital ratio and Tier I capital
are defined in the Capital Adequacy Guidelines issued by
the Federal Reserve Board and the Comptroller of the
Currency and promulgated in Appendix A (Capital Adequacy
Guidelines for State Member Banks: Risk-based Measure)
to Part 208 (Membership of State Banking Institutions in
the Federal Reserve System) of Title 12 of the Code of
Federal Regulations (1990), as currently amended for the
applicable time.
11.60. First-tier Trigger Event
(a) First-tier Trigger Event means an event described in this Plan's
exhibit entitled "First-tier Trigger Events"; that exhibit may
be amended by the Sponsor without amending this Plan, except
during a Suspension Period. Until the exhibit entitled
"First-tier Trigger Events" exists, subsection (b) of this Plan
section is deemed to be that exhibit.
(b) A First-Tier Trigger Event occurs if the Sponsor's Board meets
(whether at a regularly scheduled meeting or a special meeting)
to consider a proposal for a transaction that, if consummated,
would constitute a Second-tier Trigger Event.
11.61. Fiscal Year
Means the Trust's tax year for federal income tax purposes.
11.62. Forfeiture, Forfeit
And all variants refer to part of a Participant's entitlement under this
Plan or any other Pension Plan to which he is not yet entitled by
operation of that Pension Plan (the portion that is not Nonforfeitable
is Forfeitable). All Forfeitures arising under the Plan are allocated
together with Employer contributions according to the Plan section
entitled "Forfeitures" (see Plan section 5.03).
14
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
11.63. Fund and Trust Fund
All refer to Plan Assets according to the Plan section entitled 'Trust
Fund; General Accounts; Segregated Amounts" (see Plan section 9.03).
11.64. General Accounts
Means the Trust Fund excluding Segregated Amounts according to the Plan
section entitled "Trust Fund; General Accounts; Segregated Amounts" (see
Plan section 9.03).
11.65. Hour of Service
Means each hour for which an Employee is paid or is entitled to payment
for the performance of duties for an Employer or an ERISA Affiliate, as
provided in Labor Regulation section 2530.200b-2.
11.66. Insurer
Means a licensed insurance company qualified according to ERISA section
403(b)(1) that may issue a Contract to the Trustee or a Contract that is
a Plan Asset according to the terms of this Plan.
11.67. Interested Person or Interested Party
Means each Employer, the Administrator, each Participant, and each
Beneficiary of a deceased Participant.
11.68. Internal Reserve
Means a bookkeeping record and does not refer to assets. Unless the
Administrator or some other Fiduciary determines otherwise according to
this Plan, this Plan is unfunded and has no Plan Assets except for those
moments between the time that a contribution is made and the time that a
Participant or Beneficiary receives a distribution of Plan benefits (the
Allocation Period).
11.69. Introduction
Means the part of this document with that heading immediately preceding
Plan article 1. The Introduction is a substantive part of the Plan.
11.70. Investment Committee
Means the Fiduciary that is not an Investment Manager and that is named
by the Sponsor according to the Plan section entitled "Investment
Committee" (see Plan section 10.21) to act under one or more of the
Plan's Trust Agreements to advise or direct Trustee or co-Trustee
investment actions.
11.71. Investment Fund
15
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
Means one of the investment media that the Administrator announces are
permissible funds among which a Participant may direct the investment of
his Account.
11.72. Investment Manner
Is defined in ERISA section 3(38). An Investment Manner is a Fiduciary
(other than a Trustee or Named Fiduciary)
(a) who has the power to manage, acquire, or dispose of any Plan
asset;
(b) who either
(1) is registered as an investment adviser under the
Investment Advisers Act of 1940,
(2) is a bank under the Investment Advisers Act of 1940, or
(3) is an insurance company qualified to perform services
described in subsection (a) under the laws of more than
one state (defined to include the District of Columbia);
and
(c) has acknowledged in writing that he is a Fiduciary as to the
Plan.
11.73. Involuntary Cash-out
Means a distribution without the Participant's consent of a
Participant's entire Nonforfeitable Account balance after the
Participant has Separated from Service with the Employers and terminated
participation in the Plan.
11.74. Leave of Absence
Means an individual's non-working period (but without Separation from
Service) granted by an Employer for reasons relating to
(a) accident, sickness, or disability for which no benefits are
being paid under this Plan;
(b) job-connected education or training; or
(c) government service, including jury duty, whether elective or by
appointment.
In authorizing Leaves of Absence for sickness, disability, maternity,
education, or other purposes, this Plan does not require an Employer to
adopt a policy or
16
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
uniformly apply any policy to all individuals; an Employer may treat
individuals under similar circumstances in a different manner.
Any individual who leaves the employment of an Employer to enter the
service of the United States of America during a period of national
emergency or at any time through the operation of a compulsory military
service law is deemed to be on Leave of Absence during the period of
service and during any period after discharge from service in which
re-employment rights are guaranteed by law.
11.75. Limited Addition
Means an allocation attributable to an Employer contribution that would
have been made under an Employer-maintained Qualified Plan but for the
limitations under Code section 415.
11.76. Limited Additions Earnings Factor
Means the hypothetical earnings rate most recently announced by the
Sponsor (during a Suspension Period, by the Fiduciary authorized
according to Plan section 8.09(g) to exercise the Sponsor's powers) to
be applied to this Plan's calculations of Limited Additions in order to
reflect earnings that could have applied to Limited Additions had they
occurred in an Employer-maintained Qualified Plan.
11.77. Limited Benefit
Means a Defined Benefit Plan's accrued benefit other than an allocation
to an individual account, which benefit would have been attributable to
Employer contributions and would have accrued under an
Employer-maintained Qualified Plan but for the limitations under Code
section 415.
11.78. Majority-owned Subsidiary
Is defined in Rule 12b-2 of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended as of January 1, 1990, which
reads as follows:
The term Majority-owned Subsidiary means a subsidiary more than
fifty percent of whose outstanding securities representing the
right, other than as affected by events of default, to vote for
the election of directors, is owned by the subsidiary's parent
and/or one or more of the parent's other Majority-owned
Subsidiaries.
11.79. Mandatory Contributions
Is defined in Treasury Regulation section 1.411(c)-l(c)(4). A Mandatory
Contribution is an Employee contribution that is required as a condition
of his
17
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
employment, as a condition of his participation in the Pension Plan in
question, or as a condition of obtaining benefits (or additional
benefits) under the Pension Plan in question attributable to Employer
contributions. An Employee's Mandatory Contribution total is the amount
of those contributions reduced (but not below zero) by the sum of the
amounts paid or distributed to the Employee under the Pension Plan in
question before its termination.
11.80. Matching Contribution
Means the Employer contribution that is the discretionary contribution
described in the Plan section entitled "Matching Contributions" (see
Plan section 3.09).
11.81. Maximum Annual Addition
For any individual, means this Plan's limitation on Annual Additions for
that individual (see Plan section 4.01).
11.82. Maximum Election Amount
Means the highest dollar amount allowed to be elected on
Compensation-adjustment Election forms according to the Administrator's
or Sponsor's Designee's announcement for a Plan Year or other deferral
period. A Participant's Maximum Election Amount is the product of that
Participant's Maximum Election Percentage and his Earnings.
11.83. Maximum Election Percentage
Means the highest percentage of Earnings that may be an Elective
Deferral under this Plan for purposes of this Plan's
Compensation-adjustment Election forms according to the announcements
for a Plan Year or other deferral period according to the Plan
subsection entitled "Limiting Compensation-adjustment Elections" (see
Plan section 3.06(g)).
11.84. Minimum Election Amount
Means the lowest dollar amount allowed to be elected on
Compensation-adjustment Election forms according to the Administrator's
or Sponsor's Designee's announcement for a Plan Year or other deferral
period. A Participant's Minimum Election Amount is the product of that
Participant's Minimum Election Percentage and his Earnings for the
period in question.
11.85. Minimum Election Percentage
Means the lowest percentage of Earnings that may be an Elective Deferral
under this Plan for purposes of this Plan's Compensation-adjustment
Election forms according to the announcements for a Plan Year or other
deferral period according to the Plan subsection entitled "Limiting
Compensation-adjustment Elections" (see Plan section 3.06(g)). A
18
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
Participant's Minimum Election Percentage is his Minimum Election Amount
divided by his Earnings for the period in question.
11.86. Named Account
Means an Employer Contribution Account identified in Plan section
4.02(a) but not otherwise identified in these definitions, created
according to Plan article 3 and Plan article 4 to provide special
Accrued Benefits, the nature of which benefits will usually be reflected
in the Administrator's identification of the Account.
11.87. Named Fiduciary
Is defined in ERISA section 402(a)(2) and, as to this Plan, means the
Sponsor, any other Employer, the Administrator, the Investment
Committee, each Trustee or co-Trustee for the Plan's Trust Agreements,
as well as a Fiduciary who, according to the provisions of this Plan, is
identified as a Named Fiduciary by the Sponsor.
11.88. Nonforfeitable
Is defined in ERISA section 3(19) and means a claim obtained by a
Participant or Beneficiary to the part of an immediate or deferred
benefit arising under this Plan from the Participant's Service if the
claim is unconditional and is legally enforceable against this Plan, any
Trust Fund, and any Trustee (but a right to an Accrued Benefit derived
from Employer contributions is not treated as Forfeitable merely because
the Plan contains a provision described in ERISA section 203(a)(3)).
11.89. Nonqualified Pension Plan
Is a Pension Plan that does not meet the Code's rules for Qualified
Plans. A Nonqualified Pension Plan may be an unfunded plan maintained by
an employer primarily for the purpose of providing deferred compensation
for a select group of management or highly compensated employees, as
described in ERISA sections 201(2), 301(a)(3), 401(a)(1), and
4021(b)(6), and may include both plans embodied in a formal plan
document and individual contractual arrangements with employees and
former employees. A Nonqualified Pension Plan may also be an
Excess-benefit Plan or even a plan that is not an Excess-benefit Plan
and that is not described in ERISA sections 201(2), 301(a)(311,
401(a)(1), and 4021(b)(6).
11.90. Normal Retirement Age
Means a Participant's sixty-fifth birthday.
19
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
11.91. Parent
Is defined in Rule 12b-2 of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended as of January 1. 1990, which
reads as follows:
A Parent of a specified person is an affiliate controlling such
person directly, or indirectly through one or more
intermediaries.
11.92. Participant
Means any Employee or former Employee who has begun participation in
this Plan according to Plan article 2 and whose Accounts have not been
Forfeited, fully distributed to him, or transferred in their entirety to
another Pension Plan. A Participant who is not a Covered Employee ceases
to be a Participant when his Account balance (calculated as if his Plan
Liability Account had been exhausted by allocations under this Plan) is
zero. An individual whose Account balance (calculated as if his Plan
Liability Account had been exhausted by allocations under this Plan) is
greater than zero continues to be a Participant for purposes of
provisions relating to allocations of earnings and losses to his
Accounts, vesting in his Accounts, and distributions from his Accounts;
that individual, however, is a Participant for purposes of allocations
of Employer contributions only as provided in Plan articles 3 and 4.
11.93. Participant Contributions
Means Elective Deferrals, Mandatory Contributions, and Voluntary
Contributions.
11.94. Party in Interest
Is defined in ERISA section 3(14) and means
(a) any Fiduciary (including, but not limited to, any administrator,
officer, trustee or co-trustee, or custodian), counsel, or
employee of this Plan;
(b) a person providing services to this Plan;
(c) an Employer;
(d) an employee organization any of whose members are covered by the
Plan;
(e) an owner, direct or indirect, of fifty percent or more of
(1) the combined voting power of all classes of stock
entitled to vote or the total value of shares of all
classes of stock of a corporation,
20
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
(2) the capital interest or the profits interest of a
partnership, or
(3) the beneficial interest of a trust or unincorporated
enterprise that is an Employer or an employee
organization described in subsection (d) under this
Plan;
(f) a Relative of any individual described in subsections (a), (b),
(c), or (e);
(g) a corporation, partnership, trust, or estate of which (or in
which) fifty percent or more of
(1) the combined voting power of all classes of stock
entitled to vote or the total value of shares of all
classes of stock of such a corporation,
(2) the capital interest or the profits interest of such a
partnership, or
(3) the beneficial interest of such a trust or estate
is owned, directly or indirectly, or is held by persons
described in subsections (a), (b), (c), (d), or (e);
(h) an employee, officer, director (or an individual having powers
or responsibilities similar to those of officers or directors),
or a ten-percent or more shareholder (directly or indirectly) of
this Plan or of a person described in subsections (b), (c), (d),
(e), or (g); or
(i) a ten-percent or more (directly or indirectly in capital or
profits) partner or joint venturer of a person described in
subsections (b), (c), (d), (e), or (g).
11.95. Pension Plan
Is defined in ERISA section 3(2) and, except as provided in ERISA
section 3(2)(B), means any plan, fund, or program ever established or
maintained by an employer or by an employee organization, or by both, to
the extent that by its express terms or as a result of surrounding
circumstances that plan, fund, or program-regardless of the method of
calculating the contributions made to the -plan, the method of
calculating the benefits under the plan, or the method of distributing
benefits from the plan-provides retirement income to employees or
results in a deferral of income by employees for periods extending to
the termination of employment or beyond.
21
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
11.96. Person
Means any human being, firm, corporation, partnership, or other entity.
Person also includes any human being, firm, corporation, partnership, or
other entity as defined in sections 13(d)(3) and 14(d)(2) of the
Securities Exchange Act of 1934, as amended as of January 1, 1990, which
read as follows:
When two or more persons act as a partnership, limited partnership,
syndicate, or other group for the purpose of acquiring, holding, or
disposing of securities of an issuer, such syndicate or group shall be
deemed a Person for purposes of this subsection.
For purposes of this Plan, Person does not include the Sponsor or any
wholly-owned Subsidiary of the Sponsor, and Person does not include any
employee-benefit plan maintained by the Sponsor or by any wholly-owned
Subsidiary of the Sponsor, and any person or entity organized,
appointed, or established by the Sponsor or by any Subsidiary for or
pursuant to the terms of any such employee-benefit plan, unless the
Board determines that such an employee-benefit plan or such person or
entity is a Person.
11.97. Phantom Investments
Are not transactions involving Plan Assets and are bookkeeping
measurements potentially authorized in Plan section 9.07(q) through
which a Participant might cause an adjustment to his Plan Liability
Account-as if that Plan Liability Account represented Plan Assets that
had been invested according to that Participant's directions (not to
exceed the extent authorized in this Plan).
11.98. Plan
Means this Excess-benefit Plan described in this document and its
appendixes and exhibits. The Plan includes each Trust Agreement and the
Trust Fund; but for ease of reference, Plan generally refers to this
Plan document (and appendixes and exhibits), and Trust or Trust
Agreement refers to the Trust Agreements operating in conjunction with
this Plan.
11.99. Plan Asset
Plan Assets means any property of this Plan that must be held in a Trust
Fund or by an Insurer or as a Contract according to ERISA section 403(a)
and ERISA section 403(b). Plan Asset includes property described by that
term in ERISA section 403(a), even if as to that property the statutory
requirement that the property be held in trust has not been satisfied or
even if the requirement does not apply to that property because of the
application of an exemption according to ERISA section 403(b)(4).
22
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
11.100. Plan Committee
Means any multiple-person Fiduciary appointed by the Sponsor or another
Fiduciary according to the terms of this Plan.
11.101. Plan Contract
Means a Contract that is a Plan Asset but not a Trust Fund asset. A
Contract held by the Sponsor or another Employer is a Plan Contract.
11.102. Plan Liability Account
Means a bookkeeping record that is never part of a Participant's Accrued
Benefit but that is used to show a Participant's allocation entitlement
under this Plan.
11.103. Plan Year
For this Plan, means the twelve-month period beginning with January 1
through the last day of December. For any other Pension Plan, it means
the twelve-month period on which its records are kept, as defined in
ERISA section 3(39).
11.104. Pre-tax Savings Account
For any Participant, means the portion of his Account that is related to
his Elective Deferrals and other Employer contributions whether or not
caused by Compensation-adjustment Elections.
11.105. Profit
For purposes of this Plan, means the Employers' total net income from
all preceding years and for the tax year for which the determination is
being made, determined by each Employer on the basis of its books of
account and in accordance with its standard and customary accounting
practices but before deduction of taxes based on income and without
reduction for any special non-recurring item such as an extraordinary
loss from the sale or other disposition of any asset or reserve, and
without reduction for contributions to this Plan or any other Pension
Plan or other plan or method of providing deferred or year-end
compensation for the period for which the determination is being made.
11.106. Profit-sharing Plan
According to Treasury Regulation section 1.401-1(b)(ii), means a Pension
Plan that is established and maintained by an employer to provide for
the participation in his profits by his employees or their
beneficiaries. According to Code section 401(a)(27), however, the
question of whether a plan is a Profit-sharing Plan is determined
without regard to the employer's current or accumulated profits and
without regard to whether the employer is a
23
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
tax-exempt organization. This Plan is a Profit-sharing Plan that is not
a Qualified Plan; it is a Nonqualified Pension Plan that is a
Profit-sharing Plan.
11.107. Program of Allocations
Means a formula for allocations announced by the Sponsor according to
Plan section 4.03.
11.108. Qualified Plan or Qualified Trust
Refer to a plan or a trust maintained as part of a plan, in compliance
with Code part 1, subchapter D, chapter 1, subtitle A.
11.109. Qualifying, Employer Real Property
Is defined in ERISA section 407(d)(4). Parcels of Employer Real Property
may be Qualifying Employer Real Property even if part or all of that
real property is leased to one lessee (which may be an Employer or an
ERISA Affiliate) if
(a) a substantial number of the parcels are dispersed
geographically;
(b) each parcel of real property, together with improvements on that
parcel, is suitable (or adaptable without excessive cost) for
more than one use; and
(c) the acquisition and retention of that property complies with the
provisions of part 4 of title I of ERISA (other than ERISA
section 404(a)(1)(B) to the extent that it requires
diversification, and other than ERISA section 404(a)(1)(C),
ERISA section 406, and ERISA section 407(a)).
11.110. Qualifying Employer Security Means an Employer's ERISA Security.
11.111. Related Entity
Means an Affiliate or a corporation that would be an Affiliate if the
phrase "at least eighty percent" in Code section 1563(a) read "more than
fifty percent" or an unincorporated trade or business that would be an
Affiliate if Code section 414(c) were construed using the standard of
"more than fifty percent" instead of "at least eighty percent."
11.112. Related Entity-maintained
Means, as to a Related Entity, the same thing that Employer-maintained
means to an Employer.
11.113. Relative
Is defined in ERISA section 3(15) and means an individual's spouse,
ancestor, lineal descendant, or spouse of a lineal descendant.
24
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
11.114. Restoration Event
Means an event described in Plan section 8.10(g), which ends the
Suspension Period.
11.115. Restricted Participant
Is a Participant with any Nonforfeitable Employer Contribution Account,
calculated as if his Plan Liability Account had been extinguished by
allocations under this Plan.
11.116. Retire Retires
And all variants mean that a Participant Separates from Service because
of Disability or after attaining Age fifty-five.
11.117. Retirement
Means the act of Retiring or refers to periods after a person Retires.
11.118. Second-tier Trigger Event
(a) Second-tier Trigger Event means an event described in this
Plan's exhibit entitled "Second-tier Trigger Events"; that
exhibit may be amended by the Sponsor without amending this
Plan, except during a Suspension Period. Until the exhibit
entitled "Second-tier Trigger Events" exists, subsection (b) of
this Plan section is deemed to be that exhibit.
(b) A Second-tier Trigger Event occurs if any of the circumstances
described in any paragraphs of this subsection occurs.
(1) the Sponsor enters into any agreement with a Person that
involves the transfer of ownership of the Sponsor or of
all or at least fifty percent of the Sponsor's total
assets on a consolidated basis, as reported in the
Sponsor's consolidated financial statements filed with
the Securities and Exchange Commission (including an
agreement for the acquisition of the Sponsor by merger,
consolidation, or statutory share exchange-regardless of
whether the Sponsor is intended to be the surviving or
resulting entity after the merger, consolidation, or
statutory exchange-or for the sale of substantially all
of the Sponsor's assets to that Person), and
(A) the agreement does not include provisions
requiring that the Person must maintain the
Crestar Financial Corporation Excess Benefit
Plan and its benefits according to the Crestar
25
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
Financial Corporation Excess Benefit Plan's
terms on the date that the agreement is entered
into; or
(B) the agreement does not include provisions
requiring that the Person must establish or
maintain an Excess-benefit Plan that covers all
Crestar Financial Corporation Excess Benefit
Plan participants on the date that the agreement
is entered into and that provides benefits that
are at least equal to the Crestar Financial
Corporation Excess Benefit Plan's benefits
according to the Crestar Financial Corporation
Excess Benefit Plan's terms on the date that the
agreement is entered into, as determined by the
Administrator applying a standard derived from
ERISA section 208; or
(C) the agreement satisfies the requirements of
paragraph (A) or (B), but does not also provide
that those provisions survive the consummation
of any transaction (including a merger,
consolidation, statutory exchange, or sale
transaction) so that any participant may enforce
those provisions against the Person; or
(D) the agreement satisfies the requirements of
paragraphs (A) or (B) and (C), but, in fact, the
Person does not maintain the Crestar Financial
Corporation Excess Benefit Plan or the Person
does not establish or maintain an Excess-benefit
Plan that covers all Crestar Financial
Corporation Excess Benefit Plan Participants on
the date that the agreement is entered into and
that provides benefits that are at least equal
to the Crestar Financial Corporation Excess
Benefit Plan's benefits according to the Crestar
Financial Corporation Excess Benefit Plan's
terms on the date that the agreement is entered
into and as determined by the Administrator
applying a standard derived from ERISA section
208.
(2) Any Person is or becomes an Acquiring Person described
in Plan section 11.03(a).
(3) During any period of two consecutive calendar years, the
Continuing Directors cease for any reason to constitute
a majority of the Board.
26
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
For purposes of this subsection, a Second-tier Trigger Event
occurs on the closing date of an agreement described in
paragraph (1)(A), (1)(B), or (1)(C) or on the date of breach of
an agreement, as described in paragraph (1)(D); on the date of
public disclosure that a Person has become an Acquiring Person,
as described in paragraph (2); or on the date that the
Continuing Directors cease to constitute a majority of the
Board, as described in paragraph (3).
11.119. Security
Is defined in ERISA section 3(20) and means the same as it does under
section 2(1) of the Securities Act of 1933, 15 U.S.C. 77B(l), except
when it refers to an Employer Security. An Employer Security means a
Security issued by an Employer or by an ERISA Affiliate. A contract to
which ERISA section 408(b)(5) applies is not treated as a Security for
purposes of this Plan.
11.120. Segregated Amounts
Means Trust Fund assets or Plan Assets that are otherwise required by
this Plan or a Trust Agreement to be credited with investment gains and
losses separately from the remaining assets in the Trust Fund according
to the Plan section entitled "Trust Fund; General Amounts; Segregated
Amounts" (see Plan sections 9.03). A Segregated Amount is not the same
as an Account; a Segregated Amount may be one or more named accounts, or
it may merely be a part of the Trust Fund identified for special
treatment.
11.121. Separation, Separation from Service
And all variants mean the cessation of the employer-employee
relationship as that relationship is defined for Federal Insurance
Contribution Act (FICA) determinations on whether compensation is wages.
Specifically, the relationship of employer-employee ceases when it no
longer exists for federal employment tax purposes or when it no longer
satisfies those applicable Employment Tax regulations, including section
31.3401(c)-l of the Employment Tax regulations. An individual Separates
from Service when he dies, Retires, has a Disability, quits, or is
discharged.
11.122. Service
Means employment by an Employer unless otherwise specified.
11.123. Special Trustee
Means the Investment Committee acting as a co-Trustee according to this
Plan.
11.124. Sponsor
Means Crestar Financial Corporation.
27
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
11.125. Sponsor-maintained
Refers to each employee-benefit plan directly or indirectly established
according to law or continued by the Sponsor. It includes all relevant
Qualified Plans and Nonqualified Pension Plans whether or not the plans
have been terminated.
11.126. Sponsor's Designee
Means the Sponsor's Compensation and Benefits Manager or such other
Sponsor officer as the Sponsor may designate.
11.127. Spouse
Means the individual legally married to a Participant (according to the
laws of the individual's domicile), but that individual is not a Spouse
after the marriage to the Participant is legally ended.
11.128. Subsidiary
Is defined in Rule 12b-2 of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended as of January 1, 1990, which
reads as follows:
A Subsidiary of a specified person is an affiliate controlled by such
person directly, or indirectly through one or more intermediaries.
11.129. Supplemental Account
For any Participant, means the portion of his Account mentioned in Plan
section 4.02(d) and designed to provide benefits (including Limited
Additions and Limited Benefits) that supplement other benefits under
Employer-maintained Pension Plans.
11.130. Supplemental Earnings Factor
Means the earnings rate most recently announced by the Sponsor (during a
Suspension Period, by the Fiduciary authorized according to Plan section
8.09(g) to exercise the Sponsor's powers) to be applied to this Plan's
calculations of the Supplemental Account portions of Plan Liability
Accounts to reflect earnings that could have applied to Supplemental
Accounts had this Plan been a Qualified Plan.
11.131. Surviving Spouse
Means a Participant's Spouse at the time of that Participant's death.
11.132. Suspense Account
28
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
Means an Employer-designated Suspense Account created at the direction
of the Sponsor or another Employer to hold assets that are not part of
any Participant's Account.
11.133. Suspension Period
Means the time after one Trigger Event and before the effects of all
Trigger Events have been reversed by Restoration Events.
11.134. Trigger Event
Means a First-tier Trigger Event, a Second-tier Trigger Event, or a
Financial Trigger Event.
11.135. Trust, Trust Fund , and Fund
For purposes of this Plan, refer to any trust fund established for this
Plan and governed by the Trust Agreement executed to be used with this
Plan according to the Plan section entitled "Trust Agreements" (see Plan
section 9.02). For some purposes, reference is made to General Amounts
and to Segregated Amounts, which are two components totaling the Trust
Fund. These two components are more specifically described in this Plan
section's subsections. Although Trust refers to the relationship
(between a Trustee and the Trust Fund) governed by the Trust Agreement,
the context may indicate that the term is being used to mean the Trust
Fund.
(a) Some assets are treated unlike other amounts in the Trust Fund
because their gains and losses are allocated to Accounts that
hold those assets, and such segregated assets are referred to as
Segregated Amounts.
(b) The term General Amounts means the entire Trust Fund reduced by
the Segregated Amounts. All segregated assets must be in one or
more trusts established exclusively for segregated assets, all
of which will be part of the Trust Fund, but may be referred to
as Segregated Amounts.
11.136. Trust Agreement
Means any agreement executed by a Trustee or co-Trustee and the Sponsor
to be used by this Plan as a funding vehicle (to hold Plan Assets),
including amendments adopted according to its terms and the provisions
of this Plan.
11.137. Trustee
For purposes of the Plan, means one or more individuals or entities so
designated in a Trust Agreement. Trustee also means successors
designated according to a Trust Agreement. A co-Trustee is one of a
multiple-entity Trustee under a Trust Agreement.
29
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
11.138. Unrestricted Participant
Means a Participant whose Accounts are entirely Forfeitable.
11.139. Valuation Date
For this Plan, means the last day of each Plan Year and any other date
determined by the Administrator.
11.140. Voluntary Contribution
Means any Participant Contribution that is not a Mandatory Contribution.
30
<PAGE>
Crestar Financial Corporation
Excess Benefit Plan
As Amended and Restated
Effective December 26, 1990
Adoption of Plan
As evidence of its adoption of the Plan as amended and restated in this
document, Crestar Financial Corporation, the Sponsor, has caused this document
to be signed by its duly authorized officer as of December 26, 1990.
Crestar Financial Corporation
By: /s/ Patrick G. Giblin
<PAGE>
CRESTAR FINANCIAL CORPORATION
EXCESS BENEFIT PLAN
As Amended and Restated
Effective December 26, 1990
FINANCIAL TRIGGER EVENTS EXHIBIT
Effective December 18, 1992
----------------------------------
Plan section 11.59 defines the term "Financial Trigger Event." Under Plan
section 11.59(a), that term has the meaning set forth in a Plan exhibit entitled
"Financial Trigger Events"; when no such exhibit exists, that term has the
meaning set forth in Plan section 11.59(b).
Until December 18, 1992, the term "Financial Trigger Event" is defined by Plan
section 11.59(b). On December 18, 1992, the Sponsor's Board directed appropriate
officers to amend the plans associated with the OMNI Trust to remove the
definition of Financial Trigger Event. Acting pursuant to the Board's direction,
the Sponsor's Designee hereby creates this exhibit, effective December 18, 1992.
According to this exhibit (and despite Plan section 11.59), the term "Financial
Trigger Event" is no longer a defined term under the Plan (in other words, a
Financial Trigger Event cannot occur under the Plan).
CRESTAR FINANCIAL CORPORATION
Date:___________ By:________________________
Ross W. Dorneman
Sponsor's Designee
<PAGE>
CRESTAR FINANCIAL CORPORATION
EXCESS BENEFIT PLAN
As Amended and Restated
Effective December 26, 1990
FIRST-TIER TRIGGER EVENT EXHIBIT
Effective December 18, 1992
----------------------------------
In accordance with Plan section 11.60(a), the definition of First-tier Trigger
Event in this Exhibit replaces the definition of First-tier Trigger Event in
Plan section 11.60(b), effective December 18, 1992.
A First-tier Trigger Event occurs on the earlier of these two times:
(1) a notice of a Board meeting (a regularly scheduled meeting or a
special meeting) is sent by the appropriate officers to the
Sponsor's Board, indicating a purpose of the meeting is to consider
a transaction that, if consummated, would constitute a Second-tier
Trigger Event; or
(2) the Sponsor's Board announces that it has met (whether at a
regularly scheduled meeting or a special meeting) to consider a
proposal for a transaction that, if consummated, would constitute a
Second-tier Trigger Event.
This exhibit is implemented by me as the Sponsor's Designee under the Plan
pursuant to action of the Board of Directors on December 18, 1992.
Date:___________ By:________________________
Ross W. Dorneman
Sponsor's Designee
<PAGE>
CRESTAR FINANCIAL CORPORATION
CERTIFICATE
I, Ross W. Dorneman, hereby certify that I am the duly appointed and
qualified Compensation and Benefits Manager of Crestar Financial Corporation and
as such, I am the Sponsor's Designee under the Crestar Financial Corporation
Excess Benefit Plan, as amended and restated effective December 26, 1990 (the
"Plan"), and I further certify that the First-Tier Trigger Events Exhibit and
the Second-Tier Trigger Events Exhibit to the Plan, attached to this
Certificate, were implemented by me this date pursuant to action of the Board of
Directors taken on October 25, 1996.
The adoption of the Exhibits attached to this Certificate affects other
provisions of the Plan that are dependent on the definitions of First-tier
Trigger Event or Second-tier Trigger Event. For example, the term "Trigger
Event" is defined as a First-tier Trigger Event, a Second-tier Trigger Event or
a Financial Trigger Event. No Trigger Event can occur on or after the date of
this Certificate and, therefore, no Suspension Period and no Restoration Period
can occur on or after the date of this Certificate. Accordingly, any provision
in the Plan that purports to require assumption of duties by the Alternate
Primary Trustee or Alternate Administrator or to limit, affect or preclude
actions or authority of the Sponsor, Trustee, the Administrator, Sponsor's
Designee or any other party to the Plan on or after the occurrence of a Trigger
Event (or a First-tier, Second-tier or Financial Trigger Event) or a Suspension
Period or Restoration Period shall be ineffective.
Dated:___________________ _________________________________
Ross W. Dorneman
Sponsor's Designee
<PAGE>
CRESTAR FINANCIAL CORPORATION
EXCESS BENEFIT PLAN
As Amended and Restated
Effective December 26, 1990
FIRST-TIER TRIGGER EVENTS EXHIBIT
Effective March 30, 1998
----------------------------------
In accordance with Plan section 11.60(a), the definition of First-tier Trigger
Event in this exhibit replaces the definition of First-tier Trigger Event in
Plan section 11.60(a) and supersedes the First-Tier Trigger Events Exhibit dated
December 18, 1992. According to this exhibit, the term "First-tier Trigger
Event" is no longer a defined term under the Plan (in other words, a First-tier
Trigger Event cannot occur under the Plan and any provision of the that purports
to limit, affect or preclude actions or authority of the Sponsor, Trustee,
Administrator or any other party to Plan on the occurrence of or following a
First-tier Trigger Event shall be ineffective).
This exhibit is implemented by me as the Sponsor's Designee under the Plan
pursuant to action of the Board of Directors on October 25, 1996,
Date:________________ By:_______________________________
Ross W. Dorneman
Sponsor's Designee
<PAGE>
CRESTAR FINANCIAL CORPORATION
EXCESS BENEFIT PLAN
As Amended and Restated
Effective December 26, 1990
SECOND-TIER TRIGGER EVENTS EXHIBIT
Effective March 30, 1998
----------------------------------
In accordance with Plan section 11.118(a), the definition of Second-tier Trigger
Event in this exhibit replaces the definition of Second-tier Trigger Event in
Plan section 11.118(a). According to this exhibit, the term "Second-tier Trigger
Event" is no longer a defined term under the Plan (in other words, a Second-tier
Trigger Event cannot occur under the Plan and any provision of the that purports
to limit, affect or preclude actions or authority of the Sponsor, Trustee,
Administrator or any other party to Plan on the occurrence of or following a
Second-tier Trigger Event shall be ineffective).
This exhibit is implemented by me as the Sponsor's Designee under the Plan
pursuant to action of the Board of Directors on October 25, 1996,
Date:________________ By:_______________________________
Ross W. Dorneman
Sponsor's Designee
<PAGE>
CRESTAR FINANCIAL CORPORATION
CRESTAR BANK
Certificate
I, James J. Kelley, hereby certify that I am the duly elected and
qualified Human Resources Director of Crestar Financial Corporation and Crestar
Bank. I further certify that I have today implemented the attached resolutions
pursuant to actions taken by the Board of Directors on October 26, 1998, which
actions remain in full force and effect as of this date.
Date: December 30, 1998
---------------------------------------
James J. Kelley
<PAGE>
CRESTAR FINANCIAL CORPORATION
CRESTAR BANK
RESOLVED, That pursuant to actions of the Human Resources and Compensation
Committee on October 22, 1998 and to actions of the Board of Directors of
Crestar Financial Corporation and Crestar Bank on October 23, 1998, which
provided that Crestar Bank should be sponsor of the plans funded through the
Crestar Bank Supplemental Executive Retirement Plans Trust and Crestar Bank
accepted such sponsorship, the Crestar Financial Corporation Supplemental
Executive Retirement Plan and the Crestar Financial Corporation Excess Benefit
Plan are amended to provide that Crestar Bank is the sponsor under such Plans,
effective as of December 29, 1998.
EXHIBIT 10.30
UNITED VIRGINIA BANKSHARES INCORPORATED
DEFERRED COMPENSATION PROGRAM
UNDER
INCENTIVE COMPENSATION PLAN OF
UNITED VIRGINIA BANKSHARES INCORPORATED
AND AFFILIATED CORPORATIONS
As approved December 6, 1982
and Amended and Restated through December 7, 1983
Effective for the Award Year 1984
<PAGE>
DEFERRED COMPENSATION PROGRAM
UNDER
INCENTIVE COMPENSATION PLAN OF
UNITED VIRGINIA BANKSHARES INCORPORATED
AND AFFILIATED CORPORATIONS
1. Purpose. United Virginia Bankshares Incorporated (the "Corporation")
and certain of its Affiliates adopted the Incentive Compensation Plan of United
Virginia Bankshares Incorporated and Affiliated Corporations (the "Plan")
effective March 24, 1967. The Plan has been amended and restated effective
January 1, 1981. The Plan establishes an incentive award program to reward
senior and middle management Employees for superior or distinguished performance
by providing for awards based on the earnings of the Corporation and
participating Affiliates (the "Employers").
The purpose of this program is to establish rules for deferral
agreements with Employees pursuant to Section 4.03 of the Plan. That Section
charges the Corporation's Compensation Committee (the "Committee") to establish
a program permitting Employees designated at the Committee's discretion to elect
to defer the receipt of part or all of any Plan award and to establish the terms
of Deferred Awards. This Deferred Compensation Program Under the Incentive
Compensation Plan of United Virginia Bankshares Incorporated and Affiliated
Corporations (the "Program"), approved December 6, 1982, is amended and restated
December 7, 1983, subject to the provisions of Section 11, which fixes its
effective date. It is adopted when it is effective.
2. Definitions. All Plan definitions are incorporated by reference in this
Program. In addition, the following definitions apply to this Program and to the
deferral election forms.
(a) Award Year means any Year with respect to which incentive
compensation awards, based upon the earnings of the Employers, may be granted
under the Plan in the next succeeding Year.
(b) Beneficiary Designation Form means a form acceptable to the
Chairman of the Committee or his designee used by a Participant according to
this Program to name his Beneficiary or Beneficiaries who will receive all
Deferred Award payments under this Program if he dies.
2
<PAGE>
(c) Benefit Adjustment Schedule means that schedule established by
the Committee for each Award Year to determine the annual payment amounts
attributable to Deferred Income Benefit Awards. Each Award 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 10(c)
of this Program.
(d) Benefit Schedule means the schedule established by the Committee
for each Award Year as the annual payment amounts attributable to a Deferred
Income Benefit Award under this Program. The Benefit Schedule will reflect the
payments at age 65 per a specified amount (for example, per $1,000) of the
Deferred Income Benefit Award according to a Deferred Income Benefit Award
Election Form and Section 10 of this Program. Any new Benefit Schedule
established by the Committee for an Award Year applies to all Deferred Income
Benefit Award Election Forms with respect to the particular Award Year.
(e) Deferred Award means all or any part of an award granted under
the Plan to an Employee who has submitted a valid Deferral Election Form
pursuant to Section 3 of this Program.
(f) Deferred Cash Account means that bookkeeping record established
for each Participant who elects a Deferred Cash Award under this Program. The
Deferred Cash Account will be credited with the Participant's Deferred Cash
Awards and credited periodically with amounts based upon earnings rates
established by the Committee under Subsection 9(b) of this Program. A Deferred
Cash Account is established only for the purpose of measuring the value of a
Deferred Cash Award and earnings credits and not to segregate assets or to
identify assets that may or must be used to satisfy payment of a Deferred Cash
Award.
(g) Deferred Cash Award means any part of a Deferred Award elected
by a Participant under Program Section 3 that results in payments governed by
Program Section 9.
3
<PAGE>
(h) Deferred Cash Award Election Form means a document governed by
Sections 3 and 9, including the Beneficiary Designation Form that applies to all
of that Participant's Deferred Awards under the Program.
(i) Deferred Income Benefit Award means any part of a Deferred Award
elected by a Participant under Program Section 3 that results in payments
governed by Program Section 10. The amount and duration of a Participant's
payments under each Deferred Income Benefit Award are determined for each Award
Year according to the Benefit Schedule and Benefit Adjustment Schedule for that
Award Year established under Section 10 of this Program by the Committee.
(j) Deferred Income Benefit Award Election Form means a document
governed by Sections 3 and 10, including the Beneficiary Designation Form that
applies to all of that Participant's Deferred Awards under the Program.
(k) Election Date is that date established under this Program as the
date before which an Employee must submit a valid Deferred Cash Award Election
Form or Deferred Income Benefit Award Election Form to the Committee. For the
Award Year 1982, the Election Date is the thirtieth day after the date on which
the Committee adopts this Program or the day preceding the grant of Awards under
the Plan for such Award Year, if earlier. For all Award Years after 1982, the
Election Date is December 31 of the year preceding the Award Year, unless the
Committee establishes an earlier date or, if permitted under published rulings
of the Internal Revenue Service or private rulings of the Internal Revenue
Service issued to the Corporation that apply to this Program, a later date.
(l) Eligible Disabled Participant means a Participant who has been
designated by the Committee to receive, upon his total disability, an amount
equal to 50% of his Deferred Income Benefit Awards in the form of monthly
payments payable for his life until he reaches age 65 according to the
provisions of Subsection 10(f). In making such designations, the Committee may
require a Participant to be examined by a physician of its choice and to meet
any reasonable standards that it may deem appropriate in its sole discretion.
(m) Participant. With respect to any Award Year, a Participant is
any Employee who is granted a Plan award and whose election of a Deferred Award
is operative for that Award Year according to Section 3 of this Program.
4
<PAGE>
(n) Retirement means a Participant's retirement at the Normal
Retirement Date, Early Retirement Date, Postponed Retirement Date, or Disability
Date, as defined in the Retirement Plan for Employees of United Virginia
Bankshares Incorporated and Affiliated Corporations.
(o) Terminate, Terminating, and Termination, with respect to a
Participant, mean cessation of his employee relationship with respect to all the
Employers, whether by death, disability, Retirement, or severance for any other
reason.
3. Deferred Award Election. Plan awards will be granted as Deferred Awards
for any Award Year to those Employees who have so elected for that Year in the
manner provided in this Section.
(a) A Participant will be eligible to receive a Deferred Award for
any Award Year only if he is an Employee at the end of that Award Year.
(b) Before each Award Year's Election Date, each Employee will be
provided with a Deferred Cash Award Election Form, a Deferred Income Benefit
Award Election Form, and a Beneficiary Designation Form. An Employee who
completes and signs these forms and submits them to the Committee before the
Election Date elects to defer the receipt of any Plan award granted to him for
that Award Year. An Employee becomes a Participant if he is granted an Award and
if his election is accepted by the Committee.
(c) An Employee who elects a Deferred Award must elect either a
Deferred Cash Award, or a Deferred Income Benefit Award, or a combination of
such awards.
(d) An election to defer all or a portion of any Plan award for any
Award Year must specify the amount or percentage of the Deferred Award to be
paid in the form of a Deferred Cash Award and in the form of a Deferred Income
Benefit Award. The Deferred Cash Award and the Deferred Income Benefit Award
election percentages may be in multiples of 25%, or an Employee may specify a
fixed dollar amount to be paid in the form of a Deferred Cash Award, a Deferred
Income Benefit Award, or a combination. However, the Deferred Income Benefit
Award election is subject to a $4,000 minimum. (Thus, the actual Deferred Award
might not result in a multiple of 25% if affected by the $4,000 Deferred Income
Benefit Award minimum.)
5
<PAGE>
(e) At such times and on such terms and conditions as may be
established by the Committee, a Participant may elect to convert all or a
portion of his Deferred Cash Awards made under the Plan to Deferred Income
Benefit Awards. No such election may be made or approved which would affect or
otherwise change the frequency or commencement of any such Deferred Cash Award.
(f) The Committee may reject any Deferred Cash Award Election Form
or any Deferred Income Benefit Award Election Form at any time before the close
of business on the last business day of the Year following the Award Year. The
Committee is not required to state a reason for any rejection. However, the
Committee's rejection of any Deferred Cash Award Election Form or any Deferred
Income Benefit Award Election Form must be based upon action taken without
regard to any vote of the Employee whose Deferred Cash Award Election Form or
Deferred Income Benefit Award Election Form is under consideration, and the
Committee's rejections must be made on a uniform basis with respect to similarly
situated Employees. Except as provided in Section 12, if the Committee rejects a
Deferred Cash Award Election Form or a Deferred Income Benefit Award Election
Form, the Employee must be paid the amounts he would then have been entitled to
receive if he had not submitted the rejected Form.
(g) For Award Years after 1982, an Employee may not revoke any
Deferred Cash Award Election Form or any Deferred Income Benefit Award Election
Form after the Election Date. However, if an Election Date occurring within the
Award Year is permitted under published rulings of the Internal Revenue Service
or private rulings of the Internal Revenue Service issued to the Corporation
that apply to this Program, the following provisions will apply:
(1) Any revocation between the Election Date and the end
of the Award Year is the same as a failure to submit a Deferred Cash Award
Election Form or any Deferred Income Benefit Award Election Form.
(2) Any writing signed by an Employee expressing an
intention to revoke his Deferred Cash Award Election Form or his Deferred
Income Benefit Award Election Form or both and delivered to a member of
the Committee before the close of business on the last business day of the
Award Year is a revocation.
6
<PAGE>
4. Effect of No Deferral Agreement. A Participant who has not submitted a
valid Deferred Cash Award Election Form or a valid Deferred Income Benefit Award
Election Form to the Committee before the relevant Election Date may not defer
his Plan award under this Program.
5. Obligation of Employers. Except as provided in Subsection 11(b), the
Plan and this Program are unfunded. This Program is funded only according to
Subsection 11(b). Until the Program is funded, a Deferred Award is at all times
a mere contractual obligation of the Participant's Employer. Until the Program
is funded, a Participant and his Beneficiaries have no right, title, or interest
in the Deferred Awards or any claim against them. Except according to Subsection
11(b), an Employer will not segregate any funds for Deferred Awards nor issue
any notes or security for the payment of any Deferred Award.
6. Control by Participant. A Participant has no control over Deferred
Awards except according to his Deferred Cash Award Election Form, Deferred
Income Benefit Award Election Form, and his Beneficiary Designation Form.
7. Claims Against Participant's Awards. A credit to a Deferred Cash
Account and any Deferred Income Benefit Award relating to a Participant under
the Plan and this Program, are not subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any
attempt to do so is void; a Deferred Award is not subject to attachment or legal
process for a Participant's debts or other obligations. Nothing contained in the
Plan or this Program gives any Participant any interest, lien, or claim against
any specific asset of any Employer. Until this Program is funded according to
Subsection 11(b), a Participant and his Beneficiaries have no rights other than
as general creditors.
8. Hardship Distributions.
(a) At its sole discretion and at the request of a Participant
before or after the Participant's Termination, or at the request of any of the
Participant's Beneficiaries after the Participant's death, the Committee may
accelerate and pay all or part of any amount attributable to a Participant's
7
<PAGE>
Deferred Cash Award and Deferred Income Benefit Award under this Program.
Accelerated distributions may be allowed only in the event of a financial
emergency beyond the Participant's or Beneficiary's control and only if
disallowance of a distribution would create a severe hardship for the
Participant or Beneficiary. An accelerated distribution must be limited to the
amount necessary to satisfy the financial emergency. An accelerated distribution
to a Beneficiary is also limited to the amount of the survivors' benefit
payable.
(b) For purposes of an accelerated distribution of a Deferred Income
Benefit Award granted under this Section, the Deferred Income Benefit Award's
value is determined by the Participant's age at the time of the distribution in
accordance with the related Benefit Adjustment Schedule.
(c) Distributions under this Section must first be made from the
Participant's Deferred Cash Account before accelerating the distribution of any
amount attributable to a Deferred Income Benefit Award. If distribution of any
amount attributable to a Deferred Income Benefit Award is accelerated, the most
recent Deferred Income Benefit Award must be exhausted first, followed in
succession by exhaustion of each next-most-recent Deferred Income Benefit Award.
(d) A distribution under this Section is in lieu of that portion of
the Deferred Award that would have been paid otherwise. A Deferred Cash Award is
adjusted for a distribution under this Section by reducing the Participant's
Deferred Cash Account balance by the amount of the distribution. A Deferred
Income Benefit Award is adjusted for a distribution under this Section by
reducing the annual payments that would have been paid by the percentage that
the distribution bears to the Deferred Income Benefit Award's maximum value
(adjusted for any earlier distribution under this Section) based on the
Participant's age at the time of the distribution except as modified in
paragraph (a) for Beneficiary distributions. The maximum value is also reduced
by any disability payments made under Subsection 10(f)(3).
9. Deferred Cash Awards and Distributions.
(a) Deferred Cash Awards will be set up in a Deferred Cash Account
for each Participant and credited with earnings at rates determined by the
Committee.
8
<PAGE>
(b) Earnings credits to Deferred Cash Accounts are not guaranteed.
Earnings rates established by the 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 earnings rates will
apply prospectively for all current and future Deferred Cash Account balances
until changed by another announcement. Earnings credits are accrued annually on
accumulated Deferred Cash Accounts. Earnings are accrued through the end of the
month preceding the month of distribution.
(c) A Deferred Cash Award will be paid in a lump sum unless the
Participant's Deferred Cash Award Election Form specifies installment payments;
e.g., equal annual payments plus earnings credits for 5, 10, 15, or 1.0 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 Termination, unless
otherwise specified in a Participant's Deferred Cash Award Election Form. For
Termination other than disability, death, or Retirement, if a Participant's
Deferred Cash Award Election Form specifies that upon Termination, his Deferred
Cash Award is to be paid before the end of the next month, the Deferred Cash
Award Election Form must also specify a lump-sum payment; but if a Participant's
Deferred Cash Award Election Form specifies that upon Termination, his Deferred
Cash Award is to be paid on the February 15 following some specified age (which
is not less than the Participant's age two years from the Election Date
pertaining to the applicable Award Year), the Deferred Cash Award Election Form
may specify installment payments to commence an that date.
(d) Deferred Cash Awards may not be assigned. Participants may
designate one or more Beneficiaries; such designations are revocable. Each
Beneficiary will receive his portion of the Deferred Cash Award in accordance
with the deceased Participant's Deferred Cash Award Election Form. If the
deceased Participant's Deferred Cash Award Election Form specifies installment
payments, a Beneficiary may request accelerated payment at the Committee's
discretion and in accordance with the provisions of Section 8.
10. Deferred Income Benefit Awards and Distributions.
(a) By electing a Deferred Income Benefit Award, a Participant
elects to be paid amounts attributable to that Deferred Income Benefit Award in
installments for a specified number of years under that Award Year's Benefit
Schedule and Benefit Adjustment Schedule. Payments of amounts attributable to
each of a Participant's Deferred Income Benefit Awards are determined separately
9
<PAGE>
according to the Award Year for which the Deferred Income Benefit Award was
granted and according to the Deferred Income Benefit Award Election Form
governing that Deferred Income Benefit Award.
(b) Each Award Year's Benefit Schedule and Benefit Adjustment
Schedule for Deferred Income Benefit Awards will be published and made available
to Employees as soon as practicable after they are adopted by the Committee.
Each Award Year's Benefit Schedule and Benefit Adjustment Schedule must be filed
with this document when adopted by the 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 Committee may limit payments of amounts
attributable to any Deferred Income Benefit Award so that a Participant who
Terminates or who receives an accelerated distribution under the hardship
provisions of Section 8 before he is eligible for Early Retirement under the
Retirement Plan for Employees of United Virginia Bankshares Incorporated and
Affiliated Corporations may not receive a rate of return greater than he would
have received at age 65.
(d) Amounts attributable to Deferred Income Benefit Award will be
paid out in equal installments based on the Participant's Deferred Income
Benefit Award Election Form commencing February 15 of the Year after a
Participant's Termination, unless otherwise specified in that form. For
Termination other than disability, death, or Retirement, the Deferred Income
Benefit Award Election Form must specify that upon Termination, payments are to
begin the February 15 following some specified age that is not less than 55.
(e) Deferred Income Benefit Awards may not be assigned. Participants
may designate one or more Beneficiaries; such designations are revocable. If a
Participant dies before receiving the specified schedule of his Deferred Income
Benefit payments under his Deferred Income Benefit Award Election Form, the
Participant's Beneficiaries will receive the remaining payments and other
survivors' benefits, as follows:
(1) If a Participant is not over age 65 and dies before he
receives the first payment attributable to his Deferred Income Benefit
Awards, his Beneficiaries will receive, on the February 15 following the
date of his death, payments attributable to such awards. The amount of
10
<PAGE>
such payments will assume he had Retired at age 65 according to the
Benefit Schedules and be payable for a period determined by his Deferred
Income Benefit Award Election Forms. Such Beneficiaries will also receive,
on February 15 of the year following the Participant's death, a lump-sum
benefit equal in the aggregate to one-half of each of his Deferred Income
Benefit Awards. Pursuant to the results of the health examination required
in Section 12, the Compensation Committee may notify a Participant that
his Deferred Income Benefit Award Election Form is accepted only with a
reduced survivors' benefit. Each such Participant's survivors' benefits
under this Subparagraph are limited to the value of his Deferred Income
Benefit Awards determined in amount by his age at death according to the
Benefit Schedules and determined in duration by his Deferred Income
Benefit Distribution Election Form, but the lump-sum benefit referred to
in the preceding sentence still applies.
(2) If a Participant over age 65 dies before he receives the
first payment attributable to his Deferred Income Benefit Awards, his
Beneficiaries will receive, commencing on the February 15 following the
date of his death, payments attributable to such awards, adjusted for
service beyond age 65, in accordance with the related Benefit Adjustment
Schedules. The Deferred Income Benefit Award payments will be in the
amounts and for as long as specified in his related Deferred Income
Benefit Award Election Forms. Such Beneficiaries will also receive, on
February 15 of the year following the Participant's death, a lump-sum
benefit equal in the aggregate to one-half of each of his Deferred Income
Benefit Awards.
(3) If a Participant dies after lie receives the first payment
attributable to his Deferred Income Benefit Awards, his Beneficiaries will
receive, commencing on the February 15 following the date of his death,
any remaining payments attributable to such awards. Such Beneficiaries
will also receive, on February 15 of the year following the Participant's
death, a lump-sum benefit equal in the aggregate to one-half of each of
his Deferred Income Benefit Awards.
(f) Each Deferred Income Benefit Award also provides a benefit in
the event of the Participant's total disability. If a Participant becomes
totally disabled before age 65, he will be paid disability benefits in
accordance with the following provisions:
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<PAGE>
(1) All disability benefits begin six months after the month
in which the Participant last worked for his Employer. A Participant must
establish his total disability with a physician's statement. The
Participant's Employer may appoint a physician to verify a Participant's
total disability.
(2) An Eligible Disabled Participant will receive annual
disability benefits equal to 50% of his Deferred Income Benefit Awards for
so long as he is disabled during his lifetime until he attains age 65 if
an Eligible Disabled Participant is no longer disabled or dies, disability
benefits will stop. An Eligible Disabled Participant's Deferred Income
Benefit Awards and Deferred Income Benefit Award Election Forms are not
affected by any disability benefit payments.
(3) Each other Participant with a Deferred Income Benefit
Award will be paid disability benefits in accordance with the Benefit
Adjustment Schedule applicable to the Award Year for which the Deferred
Income Benefit Award was granted and in the same number of payments
specified in his related Deferred Income Benefit Award Election Form. If
the Participant is no longer disabled, disability benefits will stop. If
his Deferred Income Benefit Awards have not been exhausted, payments of
his Deferred Income Benefit Awards will begin as specified in his related
Deferred Income Benefit Award Election Form, but with the following
exception. The value of each Deferred Income Benefit Award payment will be
reduced after disability payments by multiplying the payment by a
fraction. The fraction's numerator is the present value of the disability
payments paid as if they had been known and determinable at the disability
eligibility date. The fraction's denominator is the maximum Deferred
Income Benefit Award distribution that could have been made under the
hardship provisions of Section 8. Otherwise, the payments are based on the
Benefit Adjustment Schedule for the Award Year in which the Deferred
Income Benefit Award was granted, or as limited according to Subsection
10(c).
11. Amendment or Termination. Except as otherwise provided in this
Section, this Program may be altered, amended, suspended, or terminated at any
time by the Committee.
(a) This Program is effective when the Internal Revenue Service
rules to the satisfaction of the Corporation's counsel and the Committee that
the Employer may deduct payments of Deferred Awards and that a Participant's
Deferred Award is not taxable to him until it is paid. The Program may be
amended as deemed necessary by the Corporation's counsel and the Committee in
12
<PAGE>
order to obtain favorable rulings from the Internal Revenue Service. The Program
may be operated according to its terms (as amended periodically) and as directed
by the Committee until it is effective. Once the Program is effective, the
Committee may alter, amend, suspend, or terminate this Program at any time.
However, except for a termination of the Program caused by the Committee's
determination that the laws upon which the Program is based have changed in a
manner that negates the objectives of the Plan or the Program, the Committee may
not alter, amend, suspend, or terminate this Program without the consent of the
Corporation's directors who are not Employees if that action would result either
in a distribution of all Deferred Awards in any manner other than as provided in
this Program or that would result in immediate taxation of Deferred Awards to
Participants. Notwithstanding the preceding sentence, if the Committee requests
a ruling from the Internal Revenue Service to the effect that any amendment to
the Program, subsequent to the date the Program became effective, does not
adversely affect Deferred Awards made after the effective date of any such
amendment, and the Internal Revenue Service declines to rule favorably on any
such amendment or to rule favorably only if the Committee makes amendments to
the Program not acceptable to the Committee, the Committee, in its sole
discretion, may accelerate the distribution of part or all amounts attributable
to the affected Deferred Awards.
(b) Despite Subsection 11(a), if there is a change in the voting
control of the Employer that the Board does not recommend to the shareholders,
the Employer must immediately make a lump-sum contribution to a trustee under a
trust agreement by transferring assets with a fair-market value equal to (1) the
value (determined at the nearest month end) of the Deferred Cash Accounts plus
(2) the value of an amount sufficient to fund at that time payment of amounts
attributable to one hundred percent of the Deferred Income Benefits when they
are due plus (3) a reasonable allowance for all future administrative fees. The
trust agreement must be one that satisfies the requirements of the Employee
Retirement Income Security Act of 1974, Title I, or any similar statute that
replaces that Act, and it must contain provisions sufficient (in the opinion of
either the Internal Revenue Service or counsel selected by the Corporation) to
allow the Participants (or a substantial number of Participants) to continue to
defer income taxation on their Deferred Awards until they are distributed
according to this Plan. In that case, the Committee may amend the Program only
by such action as may be necessary or desirable to assure those payments to the
trust fund. If the Internal Revenue Service refuses to give the required opinion
on such a trust, and if counsel selected by the Corporation is of the opinion
13
<PAGE>
that no such trust can be created, all Deferred Benefits under this Plan must be
paid to Participants in lump-sum distributions within a reasonable time after
such change in control. In all events, any such trust must provide Participants
who are income-taxed on their entitlements with funds sufficient to pay the
income taxes.
12. Health Examination. The Corporation, acting through the Compensation
Committee, reserves the right to require a health or physical examination (and
establish other reasonable requirements) as a condition to accepting a Deferred
Income Benefit Award Election Form and to modify or deny a Participant's
Deferred Income Benefit Award and any disability or survivors' benefits based
upon the results of the examination or requirements. A Deferred Income Benefit
Award Election Form modified or rejected after a health or physical examination
must be treated according to the Participant's special election on that Form.
13. Notices. Notices and, elections under this Program must be in writing.
A notice or election is deemed delivered if it is delivered personally or if it
is mailed by registered or certified mail to the person at his last known
business address.
14. Waiver. The waiver of a breach of any provision in this Program does
not operate as and may not be construed as a waiver of any later breach.
15. Assignments. A Participant's interest in Deferred Awards under this
Program is not assignable by a Participant or Beneficiary. The Employer may
assign its responsibilities and obligations under this Program to anyone with or
without notice to Participants; provided, however, that the Employer does not
have the right to assign its obligation to pay Deferred Awards, including its
obligation to make a lump-sum contribution under Subsection 11(b), without the
prior approval of all Participants or Beneficiaries entitled to receive benefit
payments under this Program; any attempted improper assignment is void. if such
approval is granted, when a Participant receives notice that the Employer has
properly assigned one or more of its obligations under this Program regarding
that Participant, the Corporation is discharged from that obligation.
16. Construction. This Program is created, adopted, and maintained
according to the laws of the Commonwealth of Virginia (except its choice-of-law
rules) except to the extent that those laws are superseded by the laws of the
United States of America. It is governed by those laws in all respects. Headings
and captions are only for convenience; they do not have substantive meaning. If
14
<PAGE>
a provision of this Program is not valid or not enforceable, that fact in no way
affects the validity or enforceability of any other provision. Use of one gender
includes all, and the singular and plural include each other.
EXHIBIT 10.34
CRESTAR FINANCIAL CORPORATION
CERTIFICATE
I, James J. Kelley, hereby certify that I am the duly appointed and
qualified Human Resources Director of Crestar Financial Corporation, and that
the amendments to the Crestar Financial Corporation Deferred Compensation
Program Under Management Incentive Compensation Plan of Crestar Financial
Corporation and Affiliated Corporations attached to this Certificate were
implemented by me this date pursuant to action of the Human Resources and
Compensation Committee of the Board of Directors taken on September 26, 1996,
which action remains in full force and effect as of the date of this
Certificate.
Dated:___________________ _________________________________
James J. Kelley
Human Resources Director
<PAGE>
EXHIBIT I
Amendments to the Crestar Financial Corporation Deferred Compensation
Program Under Management Incentive Compensation Plan of Crestar Financial
Corporation and Affiliated Corporations
- --------------------------------------------------------------------------------
The Crestar Financial Corporation Deferred Compensation Program Under Management
Incentive Compensation Plan of Crestar Financial Corporation and Affiliated
Corporations (the "Program") is amended as set forth below, effective as of
September 21, 1995, unless otherwise indicated:
1. Subsection 2(b) is amended by adding the following sentence to the end of
that Subsection:
If a Participant fails to submit a properly completed Beneficiary
Designation Form prior to his death, or if none of the Beneficiaries named
by the Participant survives the Participant or is in existence at the date
of the Participant's death, any death benefits payable on account of the
Participant's death shall be paid to the Participant's estate.
2. Subsection 3(b) is amended by adding the following sentences before the
final sentence of that Subsection:
The minimum deferral amount for the 1995 Award Year is $4,000. The
Committee may change the minimum deferral amount for any Award Year and
eligible employees for each Award Year shall be notified of the applicable
minimum deferral amount for that Award Year at the time they are provided
with election forms for that Award Year.
3. Section 3 is amended by adding the following Subsection 3(i) to the end of
that Subsection:
(i) Effective for the 1996 Award Year and later Award Years,
Deferred Cash Awards shall not be available for election by Participants.
4. Section 5 is amended to read as follows, effective January 1, 1997:
Obligation of Employers. This Program is unfunded and a Deferred Award is
at all times a mere contractual obligation of the Participant's Employer.
A Participant and his Beneficiaries are unsecured creditors of the
Participant's Employer with respect to Deferred Awards and any claim for
the payment of Deferred Awards. An Employer is not required to segregate
<PAGE>
any funds nor issue any notes or security for the payment of any Deferred
Award. To the extent payments of Deferred Awards are made from the Trust
described in Subsection 11(b) or from any other source, an Employer's
obligation to make such Deferred Award payments is satisfied.
5. The last sentence of Section 7 is amended to read as follows:
A Participant and his Beneficiaries have no rights against any specific
asset of any Employer and are unsecured general creditors of the
Participant's Employer.
6. Section 9 is amended by deleting Subsection 9(d).
7. Subsection 10(a) is amended by adding the following language to the end of
the final sentence of that Subsection:
or, effective for the 1995 Award Year and later Award Years, a Participant
may elect to have the payment of his Deferred Income Benefit Award paid in
a lump sum.
8. Subsection 10(e) is amended by adding the following paragraph (4) to the
end of that Subsection.
(4) The provisions of this paragraph (e)(4) supersede the provisions
of paragraphs (e)(1) and (e)(2) of this Section 10 for all Deferred Income
Benefit Awards attributable to the 1996 Award Year and later Award Years
when a Participant dies before receiving the first payment attributable to
any such Award. If this Subsection applies, a Participant's Beneficiaries
will receive, on or about February 15 of the year following the year in
which the Participant dies, benefits attributable to such Award, either in
a lump sum or installments, as determined by the Participant's related
Deferred Income Benefit Award Election Form for the relevant Award Year.
The amount of such payments shall be determined as the amount of the
Deferred Award plus earnings credited to such Award through the payout
period. In addition, the Beneficiaries will receive, on or about February
15 of the year following the year of the Participant's death, a lump-sum
benefit equal in the aggregate to 50 percent of the amount of each of the
Participant's original Deferred Income Benefit Awards attributable to the
1996 Award Year and each later Award Year.
9. Subsection 11(b) is further amended and restated to read as follows,
effective January 22, 1998:
(b) Crestar Bank, ("Sponsor"), has established the Crestar Bank
Deferred Compensation Plans Trust (the "Trust"). The Trust is intended to
be a grantor "rabbi" trust, which is considered an unfunded arrangement
<PAGE>
under ERISA. Assets of the Trust are subject to the claims of creditors of
the Sponsor in the event of the Sponsor's insolvency, as defined in the
Trust Agreement and Participants and their Beneficiaries have no preferred
claim on, or any beneficial ownership interest in any assets of the Trust.
Upon a Change in Control, but in no event longer than fifteen days
following a Change in Control, the Sponsor shall make irrevocable
contributions to the Trust in an amount sufficient to pay, on a present
value basis, the benefits the Participants or their Beneficiaries would be
entitled to receive under this Program as of the date on which the Change
in Control occurred and benefits that may accrue thereafter under the
terms of the Program to Participants and their Beneficiaries. The Sponsor
shall thereafter make additional irrevocable contributions to the Trust in
an amount that is sufficient to maintain the Trust's funding at the level
described in the preceding sentence. Following a Change in Control,
benefits under this Program shall continue to be paid to each Participant
in accordance with the terms of his election under this Program or to his
Beneficiaries in accordance with the terms of this Program. No change in
the Participant's election may be made without the consent of the
Participant or Beneficiary to whom such change would apply. Any benefits
paid to a Participant or Beneficiary from the Trust shall, to the extent
of such payment, reduce the Employers' obligation to pay such benefits
from their general assets.
10. Subsection 11(c) is revised to read as follows, effective January 22, 1998:
(c) Change in Control means "Change in Control" as defined under the
Crestar Bank Deferred Compensation Plans Trust, dated December 30, 1997
and effective as of January 22, 1998, as amended at the relevant time.
11. The second and third sentences of Section 15 are deleted and the following
sentences are substituted therefor:
The Employers may assign their responsibilities and obligations under this
Program to anyone with or without notice to Participants or their
Beneficiaries; provided, however, that following a Change in Control, a
successor to an Employer automatically assumes the responsibilities and
liabilities of the predecessor Employer under this Program and does not
have the right to assign its obligation to pay Deferred Awards without the
consent of the affected Participant or Beneficiary, except that
responsibilities and obligations of such a successor Employer may be
further assigned to its successor in interest upon a subsequent Change in
Control of such successor and payments made by the Trust described in
Subsection 11(b) or from any other source eliminate or reduce the
obligation of an Employer or its successor, to the extent of such payment,
to pay Deferred Awards from its general assets. Any attempted improper
assignment is void.
UNITED VIRGINIA BANKSHARES INCORPORATED
DEFERRED COMPENSATION PLAN
FOR
OUTSIDE DIRECTORS OF
UNITED VIRGINIA BANKSHARES INCORPORATED
AND
UNITED VIRGINIA BANK
Effective January 1, 1983
Amended and Restated through December 13, 1983
<PAGE>
TABLE OF CONTENTS
Section Page
1. Purpose.......................................................1
2. Definitions...................................................1
(a) Beneficiary or Beneficiaries.........................1
(b) Beneficiary Designation Form.........................2
(c) Benefit Adjustment Schedule..........................2
(d) Benefit Schedule.....................................2
(e) Board................................................3
(f) Compensation.........................................3
(g) Compensation Committee...............................3
(h) Corporation..........................................3
(i) Deferral Election Form...............................3
(j) Deferral Year........................................3
(k) Deferred Benefit.....................................3
(l) Deferred Cash Account................................3
(m) Deferred Cash Benefit................................4
(n) Deferred Income Benefit..............................4
(o) Deferred Income Benefit Record.......................4
(p) Directors............................................4
(q) Distribution Election Form...........................5
(r) Election Date........................................5
(s) Employee.............................................5
(t) Meeting Fees.........................................5
(u) Members..............................................5
(v) Participant..........................................6
(w) Plan.................................................6
(x) Retainer Fee.........................................6
(y) Terminate, Terminating, or Termination...............6
3. Participation.................................................6
4. Deferral Election.............................................6
5. Effect of No Election.........................................9
6. Deferred Cash Benefits and Distributions......................9
7. Deferred Income Benefits and Distributions...................10
8. Hardship Distributions.......................................13
9. Corporation's Obligation.....................................14
10. Control by Participant......................................15
11. Claims Against Participant's Deferred Benefits..............15
12. Amendment or Termination....................................15
13. Health Examination..........................................17
14. Notices.....................................................17
15. Waiver......................................................17
16. Assignments.................................................17
17. Construction................................................18
<PAGE>
-19-
DEFERRED COMPENSATION PLAN
FOR
OUTSIDE DIRECTORS OF
UNITED VIRGINIA BANKSHARES INCORPORATED
AND
UNITED VIRGINIA BANK
1. Purpose.
United Virginia Bankshares Incorporated and its subsidiary, United
Virginia Bank (collectively, the "Corporation"), intend to adopt a plan under
which the Corporation's Directors who are not Employees may defer all of either
or both of the components of their Compensation. This Deferred Compensation Plan
for Outside Directors of United Virginia Bankshares Incorporated and United
Virginia Bank (the "Plan"), adopted effective January 1, 1983, is 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.
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.
(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 United Virginia Bankshares and United
Virginia 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 United Virginia Bankshares Incorporated and United
Virginia 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.
(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)) 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)) 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.
(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 United Virginia Bankshares
Incorporated or United Virginia 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.
(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 United
Virginia Bankshares Incorporated and United Virginia 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) 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.
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.
(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 13, 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.
(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.
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 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.
(e) A Deferred Income Benefit will be paid out in equal annual installments
based on the Participant's Deferred Income Benefit Record at the time each
distribution is made and based on the related Deferred Income Benefit
Distribution Election Form. Deferred Income Benefit payments may not begin
before the year after the Participant is 55. Except as provided in the preceding
sentence, Deferred Income Benefit payments begin on the February 15 of the year
after a Participant's Termination (or earlier attainment of age 65), unless
otherwise specified in his related 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 Income
Benefit Distribution Election Form may specify that payments are to begin the
February 15 following Termination or the February 15 following some specified
age that is not less than 55 and not greater than the age at which there are no
earnings limitations in order to receive full social security benefits
(currently age 70).
(f) Deferred Income 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 Income Benefits; such designations are revocable. If a Participant
dies before receiving all of his Deferred Income Benefit payments under all of
his Deferral Election Forms, the Participant's Beneficiaries will receive the
remaining payments and other survivors' benefits, as follows:
(1) If a Participant is not over age 65 and dies before Termination, his
Beneficiaries will receive payments attributable to his Deferred
Income Benefits determined as if he had Terminated at age 65
according to the Benefit Schedules and determined in duration by
the related Distribution Election Forms. Such Beneficiaries will
also receive on February 15 following the Participant's death, a
lump-sum benefit equal in the aggregate to one-half of each of the
original credits to his Deferred Income Benefit Record.
(2) If a Participant over age 65 dies before his Deferred Income Benefit
payments begin, his Beneficiaries will receive payments
attributable to his Deferred Income Benefits adjusted for
commencement beyond age 65 in accordance with the related Benefit
Adjustment Schedules. The Deferred Income Benefit payments will
be at the times and for as long as specified in the related
Distribution Election Forms. Such Beneficiaries will also receive
on February 15 of the year following the Participant's death, a
lump-sum benefit equal in the aggregate to one-half of each of the
original credits to his Deferred Income Benefit Record.
(3) If a Participant dies after his Deferred Income Benefit payments begin,
any remaining payments attributable to his Deferred Income
Benefits will be continued to his Beneficiaries. Such
Beneficiaries will also receive on February 15 of the year
following the Participant's death, a lump-sum benefit equal in the
aggregate to one-half of each of the original credits to his
Deferred Income Benefit Record.
8. Hardship Distributions.
(a) At its sole discretion and at the request of a Participant before or after
the Participant's Termination, or at the request of any of the Participant's
Beneficiaries after the Participant's death, the Compensation Committee may
accelerate and pay all or part of any amount attributable to a Participant's
Deferred Benefits under this Plan. Accelerated distributions may be allowed only
in the event of a financial emergency beyond the Participant's or Beneficiary's
control and only if disallowance of a distribution would create a severe
hardship for the Participant or Beneficiary. An accelerated distribution must be
limited to the amount determined by the Compensation Committee to be necessary
to satisfy the financial emergency. An accelerated distribution to a Beneficiary
is also limited to the amount of the survivors' benefit payable.
(b) For purposes of an accelerated distribution of a Deferred Income Benefit
under this section, the Deferred Income Benefit's value is determined by the
relevant Deferred Income Benefit Record at the time of the distribution and by
taking into account the Participant's age and the related Benefit Adjustment
Schedule.
(c) Distributions under this section must first be made from the Participant's
Deferred Cash Account before accelerating the distribution of any amount
attributable to a Deferred Income Benefit. If distribution of any amount
attributable to a Deferred Income Benefit is accelerated, the most recent
Deferred Income Benefit must be exhausted first, followed in succession by
exhaustion of each next-most-recent Deferred Income Benefit.
(d) A distribution under this section is in lieu of that portion of the Deferred
Benefit that would have been paid otherwise. A Deferred Cash Benefit is adjusted
for a distribution under this Section by reducing the Participant's Deferred
Cash Account balance by the amount of the distribution. A Deferred Income
Benefit is adjusted for a distribution under this Section by reducing the annual
payments that would have been paid by the percentage that the distribution bears
to the Deferred Income Benefit's maximum value (adjusted for any earlier
distribution under this Section) based on the Participant's age at the time of
distribution except as modified in paragraph ((a)) for Beneficiary
distributions.
9. Corporation's Obligation.
Except as provided in Subsection 12((b)), the Plan is unfunded. The
Plan is funded only according to Subsection 12((b)). Until the Plan is funded, a
Deferred Benefit is at all times a mere contractual obligation of the
Corporation. Until the Plan is funded, a Participant and his Beneficiaries have
no right, title, or interest in the Deferred Benefits or any claim against them.
Except as provided in Subsection 12((b)), the Corporation will not segregate any
funds or assets for Deferred Benefits nor issue any notes or security for the
payment of any Deferred Benefit.
10. Control by Participant.
A Participant has no control over Deferred Benefits except according
to his Deferral Election Forms, his Distribution Election Forms, and his
Beneficiary Designation Form.
11. Claims Against Participant's Deferred Benefits.
A Deferred Cash Account and Deferred Income Benefit Record relating
to a Participant under this Plan are not subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any
attempt to do so is void. A Deferred Benefit is not subject to attachment or
legal process for a Participant's debts or other obligations. Nothing contained
in this Plan gives any Participant any interest, lien, or claim against any
specific asset of the Corporation. Until the Plan is funded according to
Subsection 12((b)), a Participant or his Beneficiary has no rights other than as
a general creditor.
12. Amendment or Termination.
Except as otherwise provided in this Section, this Plan may be
altered, amended, suspended, or terminated at any time by the board of directors
of United Virginia Bankshares Incorporated.
(a) This Plan is effective when the Internal Revenue Service rules to the
satisfaction of the Corporation's counsel and the Compensation Committee that
the Corporation may deduct payments of Deferred Benefits and that a
Participant's Deferred Benefit is not taxable to him until it is paid. The Plan
may be amended as deemed necessary by the Corporation's counsel and the
Compensation Committee in order to obtain favorable rulings from the Internal
Revenue Service. The Plan may be operated according to its terms (as amended
periodically) and as directed by the Compensation Committee until it is
effective. Once the Plan is effective, the board of directors of United Virginia
Bankshares Incorporated may alter, amend, suspend, or terminate this Plan at any
time. However, except for a termination of the Plan caused by the determination
of the board of directors of United Virginia Bankshares Incorporated that the
laws upon which the Plan is based have changed in a manner that negates the
Plan's objectives, that board may not alter, amend, suspend, or terminate this
Plan without the majority consent of all Directors who are Employees if that
action would result either in a distribution of all Deferred Benefits in any
manner other than as provided in this Plan or that would result in immediate
taxation of Deferred Benefits to Participants. Notwithstanding the preceding
sentence, if the Board of Directors of United Virginia Bankshares Incorporated
requests a ruling from the Internal Revenue Service to the effect that any
amendment to the Plan, subsequent to the date the Plan became effective, does
not adversely affect Deferred Benefits elected hereunder after the effective
date of any such amendment, and the Internal Revenue Service declines to rule
favorably on any such amendment or to rule favorably only if the Board of
Directors of United Virginia Bankshares Incorporated makes amendments to the
Plan not acceptable to such Board, the Board, in its sole discretion, may
accelerate the distribution of part or all amounts attributable to affected
Deferred Benefits hereunder.
(b) Despite Subsection 12((a)), if there is a change in the voting control of
the Corporation that the Board does not recommend to the shareholders, the
Corporation must immediately make a lump-sum contribution to a trustee under a
trust agreement by transferring assets with a fair-market value equal to (1) the
value (determined at the nearest month end) of the Deferred Cash Accounts plus
(2) the value of an amount sufficient to fund at that time payment of amounts
attributable to one hundred percent of the Deferred Income Benefits when they
are due plus (3) a reasonable allowance for all future administration fees. The
trust agreement must contain provisions sufficient (in the opinion of either the
Internal Revenue Service or counsel selected by the Corporation) to allow the
Participants (or a substantial number of Participants) to continue to defer
income taxation on their Deferred Benefits until they are distributed according
to this Plan. In that case, the board of directors of United Virginia Bankshares
Incorporated may amend the Plan only by such action as may be necessary or
desirable to assure those payments to the trust fund. If the Internal Revenue
Service refuses to give the required opinion on such a trust, and if counsel
selected by the Corporation is of the opinion that no such trust can be created,
all Deferred Benefits under this Plan must be paid to Participants in lump-sum
distributions within a reasonable time after such change in control. In all
events, any such trust must provide Participants who are income-taxed on their
entitlements with funds sufficient to pay the income taxes.
13. Health Examination.
The Corporation, acting through the Compensation Committee, reserves
the right to require a health or physical examination (and establish other
reasonable requirements) as a condition to accepting a Deferred Income Benefit
Deferral Election Form and to modify or deny a Participant's Deferred Income
Benefit and any survivors' benefits based upon the results of the examination or
requirements. A Deferred Income Benefit Deferral Election Form modified or
rejected after a health or physical examination must be treated according to the
Member's special election on that Form.
14. Notices.
Notices and elections under this Plan must be in writing. A notice
or election is deemed delivered if it is delivered personally or if it is mailed
by registered or certified mail to the person at his last known business
address.
15. Waiver.
The waiver of a breach of any provision in this Plan does not
operate as and may not be construed as a waiver of any later breach.
16. Assignments.
A Participant's interest in Deferred Benefits under this Plan is not
assignable by a Participant or Beneficiary. The Corporation may assign its
responsibilities and obligations under this Plan to anyone with or without
notice to Participants; provided, however, that the Corporation does not have
the right to assign its obligation to pay Deferred Benefits, including its
obligation to make a lump-sum contribution or distribution under Subsection
12((b)), without the prior approval of all Participants or Beneficiaries
entitled to receive benefit payments under this Plan; any attempted improper
assignment is void. If such approval is granted, when a Participant receives
notice that the Corporation has properly assigned one or more of its obligations
under this Plan regarding that Participant, the Corporation is discharged from
that obligation.
17. Construction.
This Plan is created, adopted, and maintained according to the laws
of Virginia (except its choice-of-law rules) except to the extent that those
laws are superseded by the laws of the United States of America. It is governed
by those laws in all respects. Headings and captions are only for convenience;
they do not have substantive meaning. If a provision of this Plan is not valid
or not enforceable, that fact in no way affects the validity or enforceability
of any other provision. Use of the one gender includes all, and the singular and
plural include each other.
IN WITNESS WHEREOF, United Virginia Bankshares Incorporated and United
Virginia Bank have each caused this amended and restated Plan to be executed as
of the 13th day of December, 1983.
............ UNITED VIRGINIA BANKSHARES
............ INCORPORATED
............ By: _________________________
............ UNITED VIRGINIA BANK
............ By: __________________________
<PAGE>
UNITED VIRGINIA BANKSHARES INCORPORATED
AMENDMENT TO
DEFERRED COMPENSATION PLAN
FOR
OUTSIDE DIRECTORS OF
UNITED VIRGINIA BANKSHARES INCORPORATED
AND
UNITED VIRGINIA BANK
Effective January 1, 1985
<PAGE>
AMENDMENT TO
DEFERRED COMPENSATION PLAN
FOR
OUTSIDE DIRECTORS OF
UNITED VIRGINIA BANKSHARES INCORPORATED
AND
UNITED VIRGINIA BANK
Effective January 1, 1985
- --------------------------------------------------------------------------------
United Virginia Bankshares Incorporated ("Bankshares") and its
subsidiary, United Virginia Bank ("Bank") together adopted the Deferred
Compensation Plan for Outside Directors of United Virginia Bankshares
Incorporated and United Virginia Bank (the "Plan"), effective January 1, 1983.
According to Plan section 12, the Plan may be amended by Bankshares' board of
directors, and that board has authorized the adoption of this document
("Amendment") effective January 1, 1985. This Amendment incorporates the Plan's
definitions by reference.
Amendment's Purpose
This Amendment addresses mid-year changes in Members' Retainer Fees.
Before this Amendment, Plan section 4(f) allowed the Compensation Committee to
reject any Deferral Election Form or any Distribution Election Form, but it was
not clear that either such form could be rejected only in part. Plan section
4(f) is amended to clearly allow the Compensation Committee to partially reject
any Deferral Election Form or any Distribution Election Form or both. The
revision to Plan section 4(f) should facilitate the administration of the Plan
in many situations, including situations presented when a Member's Retainer Fee
is changed during a Deferral Year. As amended, Plan section 4(f) allows the
Compensation Committee to treat a Member's modified Retainer Fee in any of
several ways: the Member's election regarding his Retainer Fee may be honored in
full, rejected in full, or rejected in part (for example, the election could be
rejected only as to any mid-year Retainer-Fee increase). This Amendment's
revision to Plan section 4(f) is intentionally more extensive than would be
required just to address mid-year changes in Retainer Fees.
Plan section 7(d) is modified to cover the situation that occurs if a
Member has elected a Deferred Income Benefit in lieu of his Retainer Fee for a
Deferral Year, if that Retainer Fee is increased during that Deferral Year, and
if the Compensation Committee does not reject the Member's election as to that
increase. If that situation occurs, the Compensation Committee may elect to
treat the increase in the Member's Retainer Fee as a Meeting Fee would be
treated if the Member had elected a Deferred Income Benefit in lieu of his
Meeting Fees (that is, the increase may be held as if it were a Deferred Cash
Benefit, credited with appropriate interest through the end of the Deferral
Year, and then--as increased by the interest--translated into a Deferred Income
Benefit for the Member, computing the Member's age as of the end of the Deferral
Year in which the translation occurs).
Amended Provisions
1. Plan section 4(f) is amended to read:
(f) 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.
2. Plan section 7(d) is amended to read:
(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 Deferred Income Benefit Record on
February 1 of the Deferral Year. If a Member has elected a Deferred Income
Benefit for his Retainer Fee for a Deferral Year, and if that Member's Retainer
Fee is increased after the beginning of that Deferral Year, for as long as it
deems it administratively useful, the Compensation Committee may elect to treat
the portion of that increase that is not rejected according to Subsection 4(f)
as if it were a Meeting Fee according to the next sentence (that is, the
Deferred Benefit attributable to the increase may be accumulated for as long as
the Compensation Committee deems it administratively useful and then credited to
the Participant's Deferred Income Benefit). 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.
IN WITNESS WHEREOF, United Virginia Bankshares Incorporated and
United Virginia Bank have each caused this Amendment to be executed as of the
_____ day of ______________, 1985.
UNITED VIRGINIA BANKSHARES
INCORPORATED
By: _____________________________
UNITED VIRGINIA BANK
By: _____________________________
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AMENDMENTS TO
THE CRESTAR FINANCIAL CORPORATION
DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS
OF CRESTAR FINANCIAL CORPORATION
AND CRESTAR BANK
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FIRST: Effective April 24, 1991, Plan subsection 12(b) is revised to
read as follows:
Despite subsection 12(a), upon a Control Change or upon unexpected
taxation as described in section 5.01(d) of the Crestar Financial
Corporation Outside Directors Trust Agreement, the Corporation
must immediately cause a lump-sum distribution to or on behalf of
each Participant from the Crestar Financial Corporation Outside
Directors Trust, paying all Deferred Benefits under this Plan,
according to the Crestar Financial Corporation Outside Directors
Trust Agreement. In addition, each Deferred Benefit must be
enhanced according to subsection 12(e) to compensate Participants
for the economic loss caused by having to pay taxes earlier than
expected. For these purposes, an enrolled actuary must calculate
the present value, including the enhancement, of each
Participant's Deferred Benefits.
SECOND: Effective April 24, 1991, Plan subsection 12(c) is revised to
read as follows:
(c) Control Change. For purposes of this Plan, a Control Change occurs if
any of the circumstances described in this subsection's paragraphs
occurs.
(1) Any Person, together with all Affiliates and Associates of
that Person ("Person," "Affiliate," and "Associate" as
defined in or under the Securities Exchange Act of 1934),
becomes directly or indirectly the Beneficial Owner (as
defined under section 13(d) of the Securities Exchange Act
of 1934) of Securities representing at least thirty
percent of Crestar Financial Corporation's then
outstanding Securities entitled to vote generally in the
election of the Crestar Financial Corporation board of
directors.
(2) During any period of two consecutive calendar years, the
Continuing Directors cease for any reason to constitute a
majority of Crestar Financial Corporation's board of
directors. For purposes of this paragraph, Continuing
Director means any member of the Crestar Financial
Corporation board of directors if
(A) the individual was a member of Crestar Financial
Corporation's board of directors before an event
defined as a Control Change in this subsection's
other two paragraphs, OR
(B) the individual was nominated for election or
elected by a two-thirds majority vote of the
members of Crestar Financial Corporation's board of
directors who satisfy the requirements of paragraph
(A).
A Crestar Financial Corporation board member may not
satisfy the requirements of this paragraph if that member
was nominated for election or elected by board members who
are elected by or recommended for election by a Person (as
defined in the Securities Exchange Act of 1934) described
in paragraph (1) or the surviving or purchasing
corporation described in paragraph (3).
(3) Crestar Financial Corporation enters into a definitive
agreement to merge or consolidate Crestar Financial
Corporation with or into another corporation or to sell or
otherwise dispose of 50% or more of Crestar Financial
Corporation's assets; AND
(A) that agreement does not include provisions
requiring that the surviving or acquiring entity
must maintain the Plan's terms on the date that the
agreement is entered into; OR
(B) that agreement does not include provisions
requiring that the surviving or acquiring entity
must establish or maintain a plan that covers all
Participants in the Plan on the date that the
agreement is entered into and that provide benefits
that are at least equal to the Plan's benefits
according to the Plan's terms on the date that the
agreement is entered into, as determined by an
independent expert applying a standard derived from
section 208 of ERISA; OR
(C) that agreement satisfied paragraph (A) or (B), but
does not also provide that those provisions survive
the consummation of the merger or consolidation or
sale of assets so that any Participant in the Plan
may enforce those provisions against the surviving
or acquiring entity; OR
(D) that agreement satisfies the requirements of
paragraph (A), (B), or (C), but, in fact, the
surviving or acquiring entity does not establish or
maintain a plan that covers all Participants in the
Plan on the date that the agreement is entered into
and that provides benefits that are at least equal
to the Plan's benefits according to the Plan's
terms on the date that the agreement is entered
into, as determined by an independent expert
applying a standard derived from section 208 of
ERISA.
THIRD: Effective April 24, 1991, the Plan is amended by adding this
funding policy as Plan subsection 12(d):
(d) Funding Policy. The Crestar Financial Corporation Outside
Directors Trust must be funded according to this subsection's two
paragraphs.
(1) Required Contributions Upon a Control Change. Upon a
Control Change, the Corporation must contribute to the
Crestar Financial Corporation Outside Directors Trust
amounts necessary, based on the calculation required
according to subsection 12(e), to fund all unfunded
Deferred Benefits, including the tax equalization
enhancements required according to subsection 12(e). Those
required contributions may be in the form of cash or other
property.
(2) Discretionary Contributions Before a Control Change. It is
the Corporation's intent that its discretionary
contributions to the Crestar Financial Corporation Outside
Directors Trust be made in accordance with this funding
policy, which is intended to establish guidelines for
those discretionary contributions. The Compensation
Committee will review discretionary contributions on an
annual basis.
(A) Discretionary contributions to the Crestar
Financial Corporation Outside Directors Trust may
be in the form of cash or other property.
(B) As to the benefits for the Plan Year 1989 and each
later year, the increase in accrued benefits for
any year may be funded, but never at a rate that
exceeds that year's benefit expenses.
(C) As to the benefits for the Plan Year 1988 and each earlier year,
accrued benefit amounts reflected on the Corporation's balance sheet as
liabilities will be eliminated through payment of benefits when due,
together with funding, during the remaining "working" lives of the
Participants plus a reasonable period for the payout of benefits under the
Plan. Benefits will not be funded through the Crestar Financial Corporation
Outside Directors Trust, to the extent that there is an equivalent value
represented by corporate assets in the form of insurance policies owned by
the Corporation. However, the Corporation may transfer those insurance
policies as contributions to the Crestar Financial Corporation Outside
Directors Trust when it is prudent to do so. The remaining value (the
Corporation's balance sheet liability, net of the asset value of insurance
policies), if any, should be funded based on the two principles set out in
this subparagraph's two clauses.
(i) Typically, any funding would not exceed benefits expensed (whether annual
increases or previously expensed).
(ii) The Compensation Committee may, at its discretion, accelerate funding
whenever the Committee determines that it is necessary to protect benefits.
(D) The value and the form of any contribution should take into account the
Corporation's profits and cash flow, the contributions' impact upon the
Corporation's earnings per share, the value of the Crestar Financial
Corporation Outside Directors Trust assets before the contribution in
relation to liabilities to beneficiaries of the Crestar Financial
Corporation Outside Directors Trust, the opinions rendered by the
Corporation's counsel about the consequences of the Crestar Financial
Corporation Outside Directors Trust, under applicable laws and regulations,
any opinions, of the Corporation's counsel about the contribution and
applicable laws and regulations, and the Corporation's goal to protect the
Crestar Financial Corporation Outside Directors Trust assets for the
exclusive purpose of paying benefits to the beneficiaries of the Crestar
Financial Corporation Outside Directors Trust.
FOURTH: Effective April 24, 1991, the Plan is amended by adding this
present value and tax equalization enhancement requirement as Plan subsection
12(e):
(e) Payment calculation and enhancement. Payments described in this Plan
subsection are required whenever a Participant or a Participant's
Beneficiary receives a distribution of Deferred Benefits that has been made
earlier than expected because of a Control Change or because of unexpected
taxation as described in section 5.01(d) of the Crestar Financial
Corporation Outside Directors Trust Agreement.
(1) Intent. Payments to or on behalf of a Participant according to this Plan
subsection include an enhancement of that Participant's Deferred Benefits
intended to allow the Participant to be in essentially the same after-tax (and
after penalties) economic position as would have prevailed if the benefit
distributions had occurred at the time and in the amounts otherwise expected.
For purposes of this Plan section, the after-tax income just mentioned refers to
income after any and all taxation (income taxes, excise taxes, and other taxes)
by any taxing authority (federal, state, local, or otherwise), whether
attributable to all or part of the Participant's entitlement under this Plan.
(2) Formula for calculations. To determine the amount of any payment due
according to this Plan section, the Compensation Committee or its designee may
periodically identify--and record the results of those determinations as a new
or revised exhibit 12(e) to this Plan--the formula deemed necessary by the
Compensation Committee or its designee to quantify the payment entitlement
described in the preceding paragraph, including factors such as the time at
which benefits would have been paid under this Plan, investment earnings that
would have accrued on funds that would have accumulated, until that
benefit-payment time, and any other factor deemed important by the Compensation
Committee or its designee. As provided in subsection 12(b), the Compensation
committee or its designee must name an enrolled actuary (i.e., an actuary whose
certification of benefit liabilities, funding, and the like would be acceptable
to the Internal Revenue Service for a plan subject to Code section 412) to make
independent determinations required by this Plan section. That actuary may do as
much or as little investigation as the actuary deems necessary to reach its
conclusions. The actuary's reasonable fees and expenses are a Plan expense and
must be paid or reimbursed according to this Plan's terms. The actuary's
determinations and conclusions are final unless changed by the Compensation
Committee. Until the Compensation Committee causes an exhibit 12(e) to be added
to this Plan, the present value of each Participant's Deferred Benefit must be
calculated and adjusted, according to this paragraph's definitions, to recognize
the taxation of investment return over what would have been the deferral period.
Definitions
Marginal Tax Rate (MTR) means the federal tax rate on the
highest level of taxable earnings in the year of
distribution.
State Marginal Tax Rate (SMTR) means the state tax rate on
the highest level of taxable earnings in the year of
distribution.
Discount Rate (DR) means the PBGC Immediate Annuity Rate
plus 1% for the month preceding the month of distribution.
Discount Rate for Premature Distribution means the
Discount Rate multiplied by the product of one minus the
State Marginal Tax Rate reduced by one minus the State
Marginal Tax Rate times the Marginal Tax Rate. (i.e.,
DR*[1-SMTR-(1-SMTR)*MTR].
Present Value (PV) means the discounted value at the date
of distribution of Deferred Benefits using the Discount
Rate for Premature Distribution.
(3) Determination of payment amounts. The Compensation Committee or its designee
must name a certified public accountant to calculate the amount of a
Participant's Deferred Benefit entitlement according to this Plan subsection.
The accountant's calculations must be based on the formula determined according
to the preceding paragraph. The calculations and results must be communicated in
writing to the Participant (or the Participant's representative) whose benefit
is in question for the determination. If the Participant (or the representative,
on behalf of the Participant) communicates to the Compensation Committee or its
designee a written challenge to the accuracy of the calculations, the
Compensation Committee or its designee may accede to the challenge or name a
second certified public accountant to review the calculation and challenge; the
determination of the second accountant is final. The reasonable fees and
expenses of any certified public accountants named by the Compensation Committee
or its designee according to this subsection are a Plan expense and must be paid
or reimbursed according to this Plan's terms.
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Exhibit III
Human Resources and Compensation Committee
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o Follow-up approval to resolution previously approved allowing directors to
transfer all DCA to DIBA under the Crestar Financial Corporation Deferred
Compensation Plan for Outside Directors.
Resolved, that pursuant to Section 4(e) of the Crestar Financial Corporation
Deferred Compensation Plan for Outside Directors of Crestar Financial
Corporation and Crestar Bank, the Human Resources and Compensation Committee,
having previously approved a one-time transfer election for all eligible
directors to convert all Deferred Cash Benefit balances to a Deferred Income
Benefit, hereby approves the conversion of all Deferred Cash balances as of
December 31, 1993 to 1993 Award Year Deferred Income Benefits as elected by
Messrs. Gene A. James, Charles R. Longsworth, and Frank E. McCarthy. These
conversions will not affect or otherwise change the frequency or commencement of
benefit payments as elected pursuant to such original Deferred Cash Benefit
election.
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Charles R. Longsworth, Chairman Date
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Gene A. James Date
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H. Gordon Leggett, Jr. Date
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G. Gilmer Minor III Date
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Karen Hastie Williams Date
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[GRAPHIC OMITTED]
919 East Main Street
Richmond, VA 23219
CERTIFICATE
The undersigned, Linda F. Rigsby, hereby certifies that she is the
Corporate Secretary of Crestar Financial Corporation (the Corporation) and
Crestar Bank (the Bank), both Virginia corporations, and as such is duly
authorized to execute this Certificate on behalf of the Corporation and the
Bank.
The undersigned further certifies that the resolutions attached to this
Certificate as Exhibit I are true and correct copies of the resolutions approved
by the Board of Directors of the Corporation and the Board of Directors of the
Bank on October 23, 1998, with respect to the Deferred Compensation Plan for
Outside Directors of Crestar Financial Corporation and Crestar Bank and its
concomitant Trust, and that such resolutions remain in full force effect as of
the date of this Certificate.
WITNESS the signature of the undersigned and the seals of the Corporation
and the Bank affixed this ___ day of November, 1998, in Richmond, Virginia.
Linda F. Rigsby
Corporate Secretary
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EXHIBIT I
CRESTAR FINANCIAL CORPORATION
CRESTAR BANK
BOARD OF DIRECTORS MEETING
October 23, 1998
RESOLUTIONS AMENDING THE DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS OF
CRESTAR FINANCIAL CORPORATION AND CRESTAR BANK.
RESOLVED, that Section 2(y) of the Deferred
Compensation Plan for Outside Directors of Crestar
Financial Corporation and Crestar Bank is hereby
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.
RESOLVED, that Subsection 12(b) of the Deferred Compensation Plan is
amended by deleting the words "upon a Control Change or" from the first
sentence thereof.
RESOLVED, that Subsection 12(d) of the Deferred Compensation Plan is
amended to read as follows:
Funding Policy. The funding policy of the
Plan is set forth in the Crestar Financial
Corporation Outside Directors Trust.
RESOLVED, that First Union (formerly, Corestates)
be discharged as trustee of the Crestar Financial
Corporation Outside Directors Trust and U.S. Trust
Company, N.A. be appointed successor trustee; and
RESOLVED FINALLY, that the appropriate officers of the Company are hereby
authorized and directed to take such actions and to execute such documents
as may be necessary or desirable to implement the foregoing resolutions,
all without the necessity of further action by this Board of Directors.
CRESTAR FINANCIAL CORPORATION
ADDITIONAL NONQUALIFIED EXECUTIVE PLAN
AS AMENDED AND RESTATED
EFFECTIVE DECEMBER 26, 1990
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CRESTAR FINANCIAL CORPORATION
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
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INTRODUCTION....................................................................Introduction-1
ARTICLE 1 -- GENERAL.......................................................................1-1
1.01. Plan Creates No Separate Rights...................................................1-1
(a) Rights only by statute......................................................1-1
(b) No employment rights........................................................1-1
1.02. Delegation of Authority...........................................................1-2
(a) Sponsor.....................................................................1-2
(b) Other Employers.............................................................1-2
(c) Administrator's Rules.......................................................1-2
1.03. Limitation of Liability...........................................................1-2
(a) Section governs.............................................................1-2
(b) Individual liability........................................................1-2
(c) Co-Fiduciary liability......................................................1-2
(d) Allocating and delegating...................................................1-3
(e) Release.....................................................................1-3
1.04. Legal Action......................................................................1-3
1.05. Benefits Supported Only by Sponsor................................................1-3
1.06. Administration Standards..........................................................1-4
1.07. Plan Sponsor and Other Employers..................................................1-4
(a) Sponsor.....................................................................1-4
(b) Other Employers.............................................................1-4
1.08. Method of Participation...........................................................1-4
1.09. Withdrawal by Employer............................................................1-5
1.10. Tax Year..........................................................................1-5
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CRESTAR FINANCIAL CORPORATION
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
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1.11. Suspension Periods................................................................1-5
ARTICLE 2 -- PARTICIPATION.................................................................2-1
2.01. Conditions of Participation.......................................................2-1
(a) Special participation rule..................................................2-1
(b) Beginning participation.....................................................2-2
2.02. Employment and Eligibility Status Changes.........................................2-2
(a) Changing to non-Covered Employee............................................2-2
(b) Changing to Covered Employee................................................2-3
(c) Losing Eligible Employee status.............................................2-3
2.03. Renewed Participation.............................................................2-3
2.04. Determination of Eligibility......................................................2-3
2.05. Enrollment........................................................................2-4
(a) Application.................................................................2-4
(b) Acknowledegment.............................................................2-4
(c) Benefit exhibits............................................................2-4
(d) Participants, Active Participants...........................................2-4
2.06. Certification of Participation....................................................2-5
2.07. Suspension Periods................................................................2-5
ARTICLE 3 -- CONTRIBUTIONS.................................................................3-1
3.01. Suspension Periods................................................................3-1
3.02. General Provisions on Employer Contributions and Benefit Payments.................3-1
(a) Section is primary..........................................................3-1
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CRESTAR FINANCIAL CORPORATION
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Executive Plan
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Effective December 26, 1990
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(b) Qualification intended......................................................3-1
(c) Questioned qualification....................................................3-1
(d) Pension Benefit Guaranty Corporation determination..........................3-2
(e) Deductions intended.........................................................3-2
(f) Mistake of fact.............................................................3-3
(g) Determining contributions and payments......................................3-3
(h) Contributing................................................................3-3
(i) Cash or property............................................................3-4
(j) Administrator's discretion..................................................3-4
(k) Administrator's Rules.......................................................3-4
3.03. General Provisions on Elective Deferrals..........................................3-4
(a) Section is primary..........................................................3-4
(b) Limited effect of section...................................................3-4
(c) Elective Deferral...........................................................3-5
(d) Benefit Entitlement Nonforfeitable..........................................3-5
(e) Transfers by Employers......................................................3-6
(f) Allocation or payment determines time of Accrued Benefit....................3-6
3.04. Cash and Non-cash Contributions or Payments.......................................3-6
(a) Non-cash contributions or payments allowed..................................3-6
(b) Value of non-cash contributions or payments.................................3-6
3.05. Compensation-adjustment Elections.................................................3-7
(a) Limited effect of section...................................................3-7
(b) Form........................................................................3-7
(c) Election....................................................................3-7
(d) Contents....................................................................3-8
(e) Closing Dates...............................................................3-8
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Executive Plan
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Effective December 26, 1990
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(f) Separate elections and continuing effect....................................3-8
(g) Limiting Compensation-adjustment; Elections.................................3-9
(h) Expanding election allowances...............................................3-9
(i) Time election is effective..................................................3-9
(j) Modifications and rejections...............................................3-10
(k) Instructions to Employers..................................................3-10
3.06. Internal Reserve.................................................................3-11
(a) Limited effect of section..................................................3-11
(b) Additions to Internal Reserve..............................................3-11
(c) Reductions of Internal Reserve.............................................3-11
(d) Directions relating to Internal Reserve....................................3-11
3.07. Basic Contribution...............................................................3-12
(a) Contribution calculated....................................................3-12
(b) Pre-termination contribution...............................................3-12
3.08. Matching Contributions...........................................................3-13
(a) Matching Contributions.....................................................3-13
(b) Designated Matching Contributions..........................................3-13
3.09. Plan Liability Account Increases.................................................3-14
(a) Defined-benefit-equivalent Make-whole Benefit Entitlements.................3-14
(b) Defined-contribution Make-whole Benefit Entitlements.......................3-14
(c) Limited Addition earnings..................................................3-15
(d) Adjustments................................................................3-15
(e) Ordering...................................................................3-15
(f) Elective Deferrals.........................................................3-16
(g) Elective Deferral earnings.................................................3-16
(h) Defined benefits...........................................................3-16
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CRESTAR FINANCIAL CORPORATION
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Executive Plan
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Effective December 26, 1990
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3.10. Transfers........................................................................3-16
ARTICLE 4 -- BENEFIT ENTITLEMENTS ALLOCATIONS, DEFINED BENEFITS............................4-1
4.01. General Rules and Limitations.....................................................4-1
(a) Suspension Periods..........................................................4-1
(b) General limits..............................................................4-1
(c) Deductibility limitation....................................................4-1
(d) Non-cash contributions......................................................4-2
(e) Maximum Annual Addition limitations.........................................4-2
(f) Special Annual Addition allowances and limitations..........................4-2
(g) Limitation related to excise taxes..........................................4-2
4.02. Accounts..........................................................................4-3
(a) Named Accounts generally....................................................4-3
(b) Plan Liability Accounts.....................................................4-3
(c) Employer Contribution Accounts..............................................4-4
(d) Accounts that make up Employer Contribution Account.........................4-4
(e) Pre-tax Savings Account.....................................................4-5
4.03. Defined-benefit Benefit Entitlements..............................................4-5
(a) Make-whole Benefit Entitlements.............................................4-5
(b) Supplemental Benefit Entitlements...........................................4-5
4.04. Basic Contribution Allocations....................................................4-6
(a) General.....................................................................4-6
(b) Sponsor designation.........................................................4-6
(c) Failure to designate........................................................4-6
4.05. Matching Contribution Allocations.................................................4-6
(a) General.....................................................................4-6
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(b) Sponsor designation.........................................................4-7
(c) Failure to designate........................................................4-7
4.06. Allocations to Pre-tax Savings Accounts...........................................4-7
(a) General.....................................................................4-7
(b) Sponsor designation.........................................................4-7
(c) Failure to designate........................................................4-7
EXHIBIT FOR ARTICLE 4......................................................................4-9
ARTICLE 5 -- VESTING.......................................................................5-1
5.01. Suspension Period.................................................................5-1
5.02. Vested Benefits...................................................................5-1
(a) Nonforfeitable Accounts.....................................................5-1
(b) Full vesting................................................................5-1
(c) Nullifying Plan provisions..................................................5-2
5.03. Forfeitures.......................................................................5-2
(a) Basic rules governing time of Forfeiture....................................5-2
(b) Time of distributions in relationship to time of Forfeiture.................5-3
(c) Allocation of Forfeitures...................................................5-3
ARTICLE 6 -- DISTRIBUTIONS.................................................................6-1
6.01. General Provisions on Benefits, Distributions, Transfers..........................6-1
(a) Suspension Periods..........................................................6-1
(b) Article controls............................................................6-1
(c) Administrator authority and discretion......................................6-1
(d) Discharge of liability......................................................6-2
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(e) Transfers on notice from Sponsor............................................6-2
(f) Plan termination distributions..............................................6-2
(g) Special distributions allowed...............................................6-2
(h) Unclaimed benefits..........................................................6-3
(i) Recapture of payments.......................................................6-3
(j) Limits on assignment........................................................6-3
(k) Garnishments................................................................6-3
(1) Distributions to minors and incompetents....................................6-4
(m) General rule for valuing Benefit Entitlements for distributions.............6-4
6.02. Claims............................................................................6-4
(a) Distributions without claims................................................6-4
(b) Claims to Administrator.....................................................6-5
(c) Administrator's response....................................................6-5
(d) Denied claims...............................................................6-5
6.03. Review of Claims..................................................................6-6
(a) Administrator's review......................................................6-6
(b) Possible hearing............................................................6-6
(c) Review decision time limit..................................................6-6
(d) Allowances if a committee reviews...........................................6-7
(e) Determination final.........................................................6-7
6.04. Death Distributions...............................................................6-8
(a) Amount to which section applies.............................................6-8
(b) Ordering distribution.......................................................6-8
(c) Valuing the Benefit Entitlement.............................................6-8
(d) Death before termination of employment......................................6-8
(e) Death after termination of employment.......................................6-9
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6.05. Distributions on Events...........................................................6-9
(a) When section applies........................................................6-9
(b) Allocation entitlements.....................................................6-9
(c) Distribution...............................................................6-10
(d) Involuntary Cash-out.......................................................6-11
6.06. Methods of Distribution..........................................................6-12
(a) Forms first................................................................6-12
(b) Designation to Administrator...............................................6-12
(c) Other provisions limit.....................................................6-13
(d) Change requests............................................................6-13
(e) Methods....................................................................6-13
(f) Restrictions...............................................................6-13
(g) Further change allowed.....................................................6-14
(h) Emergency payments.........................................................6-15
ARTICLE 7 -- DEATH BENEFITS................................................................7-1
7.01. Proof of Death....................................................................7-1
7.02. Designation of Beneficiary........................................................7-1
(a) Application of section......................................................7-1
(b) Beneficiaries...............................................................7-1
ARTICLE 8 -- AMENDMENT, TERMINATION, AND MERGER............................................8-1
8.01. Exercise of Powers................................................................8-1
(a) Source of powers............................................................8-1
(b) Power to amend..............................................................8-1
(c) General power to amend, terminate, or transfer liabilities..................8-3
(d) Sponsor's powers suspended..................................................8-3
8.02. Amendment.........................................................................8-3
(a) Sponsor.....................................................................8-3
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(b) Forfeitures of Benefit Entitlements, other effects..........................8-4
8.03. Plan Merger or Liability Transfer.................................................8-4
8.04. Discontinuance of Contributions or Benefit Payments...............................8-4
8.05. Termination.......................................................................8-4
(a) General termination rules...................................................8-4
(b) Notice......................................................................8-5
(c) Termination as to specific Participants or groups of Participants...........8-5
(d) Termination as to specific Plan benefits....................................8-5
(e) Partial termination.........................................................8-5
8.06. Effect of Employer Transactions...................................................8-6
8.07. Satisfaction of Benefit Entitlements..............................................8-6
8.08. Restrictions Applicable Under Certain Circumstances...............................8-6
8.09. Rules About Entities Exercising Powers............................................8-7
(a) Exhibits....................................................................8-7
(b) Power to amend..............................................................8-7
(c) Power to terminate..........................................................8-7
(d) Power over mergers..........................................................8-8
(e) Power over liability, transfers.............................................8-8
(f) Power to delegate...........................................................8-8
(g) Other powers................................................................8-9
(h) Relationship to other Plan provisions.......................................8-9
(i) Exercise of power...........................................................8-9
8.10. Trigger Events, Restoration Events, and Consequences..............................8-9
(a) Application of section......................................................8-9
(b) Limitation on amendment and
</TABLE>
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CRESTAR FINANCIAL CORPORATION
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
TABLE OF CONTENTS
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<S> <C> <C>
termination rights.........................................................8-10
(c) Mergers and liability transfers............................................8-10
(d) Consent to actions of Administrator........................................8-10
(e) Consent to actions of Committees...........................................8-10
(f) Other powers suspended.....................................................8-11
(g) Restoration events.........................................................8-11
ARTICLE 9 -- PHANTOM INVESTMENTS AND RELATED RULES.........................................9-1
9.01. Suspension Periods................................................................9-1
9.02. Phantom Investment Options........................................................9-1
(a) Participant directions......................................................9-1
(b) Changes in investments......................................................9-1
9.03. Participant-directed Phantom Investments..........................................9-1
(a) Conditional effectiveness...................................................9-1
(b) Phantom Investments.........................................................9-2
(c) Participant directions limited..............................................9-2
(d) Communication of directions.................................................9-3
(e) Directed investments........................................................9-3
(f) Percentage limitations......................................................9-3
(g) Direction by Participants...................................................9-4
(h) Creation or cancellation of funds...........................................9-4
(i) Fund for Nondirected Accounts...............................................9-5
(j) Other Participant rights....................................................9-5
(k) Separation from Service.....................................................9-5
(1) Post-employment rights......................................................9-5
ARTICLE 10 -- ADMINISTRATION..............................................................10-1
10.01. Named Fiduciaries, Allocation of Responsibility..................................10-1
(a) Suspension Periods.........................................................10-1
</TABLE>
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CRESTAR FINANCIAL CORPORATION
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
TABLE OF CONTENTS
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(b) Named Fiduciaries..........................................................10-1
(c) Multiple-person Fiduciaries................................................10-1
(d) Sponsor....................................................................10-2
(e) Administrator..............................................................10-2
(f) Alternate Administrators...................................................10-2
(g) Lack of designation........................................................10-2
(h) Allocation of responsibility...............................................10-3
(i) Separate liability.........................................................10-3
10.02. Administrator Appointment, Removal, Successors,
Except During a Suspension Period................................................10-3
(a) Application of section.....................................................10-3
(b) Administrator appointment..................................................10-3
(c) Administrator resignation, removal.........................................10-3
(d) Successor Administrator appointment........................................10-4
(e) Successor Administration-member appointment................................10-4
(f) Qualification..............................................................10-4
10.03. Administrator Appointment, Removal, Successors During a Suspension Period........10-4
(a) Application of section.....................................................10-4
(b) General....................................................................10-5
(c) Suspension of Sponsor's powers.............................................10-5
(d) Removal....................................................................10-5
(e) Removal for interest.......................................................10-5
(f) Resignation................................................................10-7
(g) Successor appointment......................................................10-7
(h) Additional and Successor Administrator-members; continuing service.........10-8
(i) Qualification..............................................................10-8
10.04. Alternate Administrator Appointment, Removal, Successors
Except During a Suspension Period................................................10-8
(a) Application of section.....................................................10-8
</TABLE>
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Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
TABLE OF CONTENTS
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(b) Alternate Administrator appointment........................................10-8
(c) Alternate Administrator resignation, removal...............................10-9
(d) Successor Alternate Administrator-member appointment.......................10-9
(e) Qualification..............................................................10-9
10.05. Alternate Administrator Appointment, Removal, Successors
During a Suspension Period......................................................10-10
(a) Application of section....................................................10-10
(b) Alternate Administrator appointment.......................................10-10
(c) Suspension of Sponsor's powers............................................10-10
(d) Removal; resignation......................................................10-10
(e) Additional and successor Alternate Administrator-members;
continuing service........................................................10-11
(f) Qualification.............................................................10-11
10.06. Operation of Administrator......................................................10-11
(a) Records...................................................................10-11
(b) Multiple-person Administrator acts and decisions..........................10-11
(c) Delegations by a multiple-person Administrator............................10-12
10.07. Other Fiduciary, Appointment, Removal, Successors,
Except During a Suspension Period...............................................10-12
(a) Application of section....................................................10-12
(b) Other Fiduciaries generally...............................................10-12
(c) Appointment...............................................................10-13
(d) Resignation, removal......................................................10-13
(e) Successor appointment.....................................................10-13
(f) Qualification.............................................................10-13
(g) Related parties...........................................................10-14
10.08. Other Fiduciary Appointment, Removal,
</TABLE>
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<CAPTION>
CRESTAR FINANCIAL CORPORATION
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
TABLE OF CONTENTS
------------------
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<S> <C> <C>
Successors During a Suspension Period...........................................10-14
(a) Application of section....................................................10-14
(b) Other Fiduciaries generally...............................................10-14
(c) General...................................................................10-14
(d) Suspension of Sponsor's powers............................................10-14
(e) Removal by Administrator..................................................10-15
(f) Removal by other Fiduciary................................................10-15
(g) Resignation...............................................................10-15
(h) Successor appointment.....................................................10-16
(i) Additional Fiduciaries; continuing service................................10-16
(j) Qualification.............................................................10-16
10.09. Operation of Multiple-Person Fiduciaries........................................10-16
(a) Other Fiduciaries generally...............................................10-16
(b) Suspension Period.........................................................10-17
(c) Rules and guidelines......................................................10-17
(d) Records...................................................................10-17
(e) Multiple-person Fiduciary's acts and decisions............................10-17
(f) Multiple-person Fiduciary's delegation of authority.......................10-17
(g) Ministerial duties........................................................10-18
10.10. Administrator's, Plan Committees' Powers and Duties.............................10-18
(a) Plan decisions............................................................10-18
(b) Conclusive determination..................................................10-19
(c) Participation.............................................................10-19
(d) Agents and advisors.......................................................10-19
10.11. Discretion of Administrator, Plan Committees.....................................10-20
10.12. Records and Reports..............................................................10-20
(a) Reports....................................................................10-20
</TABLE>
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CRESTAR FINANCIAL CORPORATION
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
TABLE OF CONTENTS
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(b) Records....................................................................10-20
10.13. Payment of Expenses..............................................................10-20
10.14. Notification to Interested Parties...............................................10-21
10.15. Notification of Eligibility......................................................10-21
10.16. Notices..........................................................................10-21
10.17. Annual Statement.................................................................10-21
10.18. Limitation of Administrator's and Plan Committees' Liability.....................10-21
(a) Separate liability.........................................................10-21
(b) Indemnification............................................................10-22
(c) Fiduciaries................................................................10-22
10.19. Errors and Omissions.............................................................10-23
10.20. Communication of Directions from Participants....................................10-23
ARTICLE 11--DEFINITIONS...................................................................11-1
11.01. Account...........................................................................11-1
11.02. Accrued Benefit...................................................................11-1
11.03. Acquiring Person..................................................................11-2
11.04. Active Participant................................................................11-2
11.05. Administrator.....................................................................11-2
11.06. Administrator's Rules.............................................................11-2
</TABLE>
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CRESTAR FINANCIAL CORPORATION
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
TABLE OF CONTENTS
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11.07. Affiliate.........................................................................11-2
11.08. Affiliate-maintained..............................................................11-3
11.09. Age...............................................................................11-3
11.10. Allocation Period.................................................................11-3
11.11. Alternate Administrator...........................................................11-3
11.12. Annual Addition...................................................................11-3
11.13. Assignment or Alienation..........................................................11-4
11.14. Associate.........................................................................11-5
11.15. Associated Plan...................................................................11-6
11.16. Basic Contribution................................................................11-6
11.17. Beneficiary or Beneficiaries......................................................11-6
11.18. Benefit Entitlement...............................................................11-6
11.19. Board or Board of Directors.......................................................11-6
11.20. Closing Date......................................................................11-6
11.21. Code..............................................................................11-6
11.22. Compensation......................................................................11-6
11.23. Compensation-adjustment Election..................................................11-7
</TABLE>
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<CAPTION>
CRESTAR FINANCIAL CORPORATION
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
TABLE OF CONTENTS
------------------
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11.24. Continuing Directors..............................................................11-8
11.25. Control, Controlling..............................................................11-8
11.26. Control Affiliate.................................................................11-8
11.27. Covered Employee..................................................................11-9
11.28. Defined Benefit Plan or DBP.......................................................11-9
11.29. Defined Benefit Schedule..........................................................11-9
11.30. Defined Contribution Plan or DCP..................................................11-9
11.31. Disability........................................................................11-9
11.32. Earnings.........................................................................11-10
11.33. Effective Date...................................................................11-10
11.34. EIAP.............................................................................11-10
11.35. Elective Deferral................................................................11-10
11.36. Elective Deferral Benefit Entitlement............................................11-10
11.37. Elective Deferral Earnings Factor................................................11-10
11.38. Eligible Employee................................................................11-10
11.39. Eligible Individual Account Plan EIAP............................................11-11
11.40. Employee.........................................................................11-11
11.41. Employee Contribution............................................................11-11
</TABLE>
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<CAPTION>
CRESTAR FINANCIAL CORPORATION
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
TABLE OF CONTENTS
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11.42. Employee Contribution Account....................................................11-11
11.43. Employer.........................................................................11-11
11.44. Employer Contribution Account....................................................11-11
11.45. Employer Contribution Benefit Entitlement........................................11-12
11.46. Employer-maintained..............................................................11-12
11.47. Employer Real Property...........................................................11-12
11.48. Entry Date.......................................................................11-12
11.49. ERISA............................................................................11-12
11.50. ERISA Affiliate..................................................................11-12
11.51. Fiduciary........................................................................11-12
11.52. Financial Trigger Event..........................................................11-13
11.53. First-tier Trigger Event.........................................................11-14
11.54. Forfeiture, Forfeit..............................................................11-14
11.55. Hour of Service..................................................................11-14
11.56 Interested Person or Interested Party............................................11-15
11.57. Internal Reserve.................................................................11-15
11.58. Introduction.....................................................................11-15
</TABLE>
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<CAPTION>
CRESTAR FINANCIAL CORPORATION
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
TABLE OF CONTENTS
------------------
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11.59. Involuntary Cash-out.............................................................11-15
11.60. Leave of Absence.................................................................11-15
11.61. Limited Addition.................................................................11-16
11.62. Limited Additions Earnings Factor................................................11-16
11.63. Limited Benefit..................................................................11-16
11.64. Majority-owned Subsidiary........................................................11-16
11.65. Make-whole Benefit Entitlement...................................................11-17
11.66. Matching Contribution............................................................11-17
11.67. Maximum Annual Addition..........................................................11-17
11.68. Maximum Election Amount..........................................................11-17
11.69. Maximum Election Percentage......................................................11-17
11.70. Minimum Election Amount..........................................................11-17
11.71. Minimum Election Percentage......................................................11-18
11.72. Named Account....................................................................11-18
11.73. Named Fiduciary..................................................................11-18
11.74. Nonforfeitable...................................................................11-18
11.75. Nonqualified Pension Plan........................................................11-18
11.76. Normal Retirement Age............................................................11-19
</TABLE>
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CRESTAR FINANCIAL CORPORATION
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
TABLE OF CONTENTS
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11.77. Parent...........................................................................11-19
11.78. Participant......................................................................11-19
11.79. Participant Contributions........................................................11-19
11.80. Party in Interest................................................................11-19
11.81. Pension Plan.....................................................................11-21
11.82. Person...........................................................................11-21
11.83. Phantom Investments..............................................................11-22
11.84. Plan.............................................................................11-22
11.85. Plan Committee...................................................................11-22
11.86. Plan Liability Account...........................................................11-22
11.87. Plan Year........................................................................11-22
11.88. Pre-tax Savings Account..........................................................11-22
11.89. Profit...........................................................................11-22
11.90. Profit-sharing Plan..............................................................11-23
11.91. Qualified Plan or Qualified Trust................................................11-23
11.92. Qualifying Employer Real Property................................................11-23
11.93. Related Entity...................................................................11-23
</TABLE>
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CRESTAR FINANCIAL CORPORATION
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
TABLE OF CONTENTS
------------------
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11.94. Related Entity-maintained........................................................11-24
11.95. Relative.........................................................................11-24
11.96. Restoration Event................................................................11-24
11.97. Restricted Participant...........................................................11-24
11.98. Retire, Retires..................................................................11-24
11.99. Retirement.......................................................................11-24
11.100. Second-tier Trigger Event........................................................11-24
11.101. Security.........................................................................11-26
11.102. Separation, Separation From Service..............................................11-27
11.103. Service..........................................................................11-27
11.104. Sponsor..........................................................................11-27
11.105. Sponsor-maintained...............................................................11-27
11.106. Sponsor's Designee...............................................................11-27
11.107. Spouse...........................................................................11-27
11.108. Subsidiary.......................................................................11-28
11.109. Supplemental Account.............................................................11-28
11.110. Supplemental Benefit Entitlement.................................................11-28
11.111. Supplemental Earnings Factor.....................................................11-28
</TABLE>
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Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
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11.112. Surviving Spouse.................................................................11-28
11.113. Suspension Period................................................................11-28
11.114. Top Hat Plan.....................................................................11-28
11.115. Trigger Event....................................................................11-29
11.116. Unrestricted Participant.........................................................11-29
11.117. Valuation Date...................................................................11-29
</TABLE>
-xxi-
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
INTRODUCTION
------------
Crestar Financial Corporation (the "Sponsor") adopted this Crestar Financial
Corporation Additional Nonqualified Executive Plan (the "Plan") effective
January 1, 1989 (the "Effective Date"), and has amended and restated the Plan as
it appears in this document, effective December 26, 1990. The Sponsor intends to
cause the Plan to be a Defined Contribution Plan according to the definition of
that term in section 3(34) of the Employee Retirement Income Security Act of
1974, as amended (excluding that Act's title II, "ERISA"), and as an unfunded
plan maintained primarily for the purpose of providing deferred compensation to
a select group of management or highly compensated Employees (a "Top Hat Plan")
according to the definition of that plan-type in ERISA section 201(2), ERISA
section 301(a)(3), and ERISA section 401(a)(1). The Sponsor intends that the
Plan have no assets except upon a distribution of Plan benefits (this is to be
classified as an unfunded plan according to ERISA). The Sponsor intends to have
this Plan maintained for qualifying Employees (and their Beneficiaries) of the
Sponsor and related Employers (the "Employers").
The Employers' intent and purpose in causing this Plan to be maintained is to
provide benefits for a select group of management or highly, compensated
Employees. The Sponsor has adopted the Plan to promote stronger Employee
interest in savings by creating a plan of deferred compensation with potential
Employer contributions based on the Employers' profits.
Compliance Intended
The Sponsor intends through this Plan in this document to maintain a plan that
satisfies the provisions of ERISA section 3(34), ERISA section 201(2), ERISA
section 301(a)(3), and ERISA section 401(a)(1) to which Employer contributions
are deductible. The Sponsor intends that the Plan will comply fully with all
other applicable statutes and regulations, governing wages, compensation, and
fringe employment benefits. All questions arising in the construction and
administration of this Plan must be resolved accordingly.
Definitions
Any word in this document with an initial capital not expected by ordinary
capitalization rules is a defined term. Definitions not found in the Plan are
Introduction-1
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
in ERISA and regulations promulgated pursuant to ERISA (but the terms of the
statute prevail over any regulations) or in the Internal Revenue Code of 1986,
as amended (the "Code") and regulations promulgated pursuant to the Code (but
the terms of the statute prevail over any regulations).
Governing Law, Construction
For construction, one gender includes all and the singular and plural include
each other. This Plan is construed, administered, and governed in all respects
under and by the laws of Virginia, except to the extent that the laws of the
United States of America have superseded those state laws. The headings and
subheadings in this Plan have been inserted for convenience of reference only
and are to be ignored in any construction of the Plan provisions.
Introduction-2
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
ARTICLE 1
GENERAL
1.01. Plan Creates No Separate Rights
(a) Rights only by statute. The creation, continuation, or change of
the Plan or any payment does not give a person a non-statutory
legal or equitable right against
(1) the Sponsor or any other Employer;
(2) any officer, agent, or other employee of any Employer;
or
(3) the Administrator, any Administrator-member, any other
Plan Committee, member of a Plan Committee, or other
Fiduciary.
Unless the law or this Plan explicitly provides otherwise, rights
under any Associated Plan or under any other Employer-maintained
employee-benefit plan (for example, benefits upon an Employee's
death, retirement, or other termination) do not create any rights
under this Plan to benefits or continued participation under this
Plan. The fact that an individual is eligible to receive benefits
under this Plan does not create any rights under any Associated
Plan or any other Employer-maintained employee-benefit plan
unless that plan or the law explicitly provides otherwise.
(b) No employment rights. The Plan and any Associated Plan do not
modify the terms of an Employee's or a Participant's employment,
except according to the provisions of the documents themselves.
The Plan and any Associated Plan create no employment rights and
are not employment contracts between an Employer and any
Employee. The Plan is not an inducement for anyone's employment
or continued employment.
1-1
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
1.02. Delegation of Authority
(a) Sponsor. The Sponsor's acts may be accomplished by the Sponsor's
Designee or by any other person with authorization from the
Sponsor's Board. Acts by the Sponsor's Designee are acts of the
Sponsor and not acts of an independent entity.
(b) Other Employers. Acts of an Employer other than the Sponsor may
be accomplished by any person with authorization from that
Employer's Board.
(c) Administrator's Rules. Subject to limitations in this Plan, the
Sponsor's Designee or the Administrator may create and publish
original, additional, or revised Administrator's Rules if that
action is consistent with the Plan's provisions; but the
Administrator's Rules may not change the Sponsor's or any other
Employer's obligations under the Plan (including contribution
obligations). The Sponsor's Designee may amend or eliminate an
Administrator's Rules provision created or revised by the
Administrator.
1.03. Limitation of Liability
(a) Section governs. A Fiduciary is not subject to suit or liability
in connection with this Plan or its operation, except according
to this section.
(b) Individual liability. A single-person Administrator, a Plan
Committee, each member of any Plan Committee, and any person
employed by an Employer is liable for that person's own acts or
omissions.
(c) Co-Fiduciary liability. A single-person Administrator, a Plan
Committee, each member of any Plan Committee, or any person
employed by an Employer is not liable for the acts or omissions
of another without knowing participation in the acts or
omissions, except by action to conceal an action or omission of
another while knowing the act or omission is a breach, or by a
failure to properly perform duties that
1-2
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
enables the breach to occur, or with knowledge of the breach,
failure to make reasonable efforts to remedy the breach.
(d) Allocating and delegating. A Fiduciary is not liable for the
actions of another to whom responsibility has been allocated or
delegated according to this Plan, unless--as the allocating or
delegating Fiduciary--it was imprudent in making the allocation
or delegation or in continuing the allocation or delegation,
except that a Fiduciary may be liable according to subsection
(c).
(e) Release. Each Employee releases each single-person Administrator,
each Plan Committee, all members of any Plan Committee, each
Employer, all officers and agents of each Employer, and all
agents of Fiduciaries from any and all liability or obligation,
to the extent release is consistent with the provisions of this
section.
1.04. Legal Action
Except as explicitly permitted by statute, the Administrator, each
appropriate Plan Committee, each appropriate other Fiduciary, and the
Sponsor are the only necessary parties to any action or proceeding that
involves the Plan. No Employee or former Employee or a Beneficiary or
any person having or claiming to have an interest in or under the Plan
is entitled to notice of process. A final judgment that is not
appealable for any reason (including the passage of time) and that is
entered in an action or proceeding involving this Plan is binding and
conclusive on the parties to this Plan and all persons having or
claiming to have any interest in or under the Plan.
1.05. Benefits Supported Only by Sponsor
Except as otherwise provided by statute, a person having any claim under
the Plan must look solely to the assets of the Sponsor for satisfaction
(the Sponsor is entitled to contribution from each Employer, and the
Employers' respective liabilities are determined by the Sponsor). This
Plan's lettered exhibits, as described in the
1-3
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
Plan article 2 subsection entitled "Benefit exhibits" (see Plan section
2.05(c)), each may identify one or more sources from which the Benefit
Entitlement described in that exhibit may be satisfied or must not be
satisfied (including reductions or offsets caused by payments from an
Associated Plan or a Welfare Plan). Except to the extent limited by one
of this Plan's lettered exhibits, a Participant's right to benefits or
other satisfaction from this Plan is reduced by identifiable payments
(i.e., payments identified by the Sponsor's Designee as payments in lieu
of payments under this Plan) from the Sponsor and other Employers and by
such identified payments under an Associated Plan or a Welfare Plan.
1.06. Administration Standards
To administer this Plan, the Administrator enjoys complete discretion to
the extent that this Plan does not specifically limit that discretion.
The Administrator especially may permit discrimination in favor of or
against the Employees who are officers, shareholders, or highly
compensated.
1.07. Plan Sponsor and Other Employers
(a) Sponsor. This Plan's Sponsor is Crestar Financial Corporation, a
Virginia corporation.
(b) Other Employers. This Plan is designed to allow the Sponsor's
Related Entities to participate. At any time after this Plan's
Effective Date, the Employers identified on the current roster of
Employers (an exhibit to this Plan) are the only Employers; if
there is no roster, the Sponsor is the only Employer.
1.08. Method Of Participation
With the Sponsor's Board's approval, any Related Entity of the Sponsor
may take appropriate action through its Board to become a party to the
Plan as an Employer. To become an Employer, the Related Entity must
adopt this Plan as a Pension Plan for its employees. A Related Entity
that is not named in this Plan document and that becomes an Employer
must promptly deliver to
1-4
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
the Sponsor a copy of the resolutions or other documents evidencing its
adoption of this Plan according to this Plan document, subject to the
Sponsor's Board's approval of the adopting entity's status as a party to
the Plan and an Employer.
1.09. Withdrawal by Employer
An Employer may withdraw from the Plan (no longer maintain the Plan as
to its Employees or former Employees) at any time, except during a
Suspension Period, upon the Sponsor's approval. Withdrawal does not
absolve an Employer from responsibility to pay Nonforfeitable Benefit
Entitlements according to the Plan.
1.10. Tax Year
Although the Employers may each have a different tax year (an Employer's
own tax year is the determinative tax year for that entity for all
purposes unique to that entity), the Plan Year is the fiscal year on
which this Plan's records are kept.
1.11. Suspension Periods
This Plan article 1 and other articles in this Plan reserve to the
Sponsor certain discretionary authority and powers; all Sponsor powers,
however, are exercised by other Fiduciaries according to this Plan
during a Suspension Period. A reference to the Sponsor or a reference to
acts of the Sponsor's Designee in this Plan article 1 or in any other
Plan article in the context of a power is, during any Suspension Period,
a reference to the Fiduciary authorized to exercise that power.
1-5
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
ARTICLE 2
PARTICIPATION
-------------
2.01. Conditions of Participation
(a) Special participation rules. An Employee is a Participant in this
Plan, as amended and restated in this document, as of December
26, 1990 (this document's effective date), if he was a
Participant in the Plan (according to this Plan before its
amendment and restatement in this document) as of December 25,
1990 (the day before that effective date). On and after January
1, 1991, an Employee is a Participant in this Plan for purposes
of this Plan's "401(a)(17) make-whole" benefits as detailed in
one of this Plan's lettered exhibits during any Plan Year in
which he is a participant in the Crestar Employees' Thrift and
Profit-Sharing Plan or a participant in the Retirement Plan for
Employees of Crestar Financial Corporation (according to the
terms of those plans) and has benefits under either of those
Plans limited by Code section 401(a)(17). For purposes of this
Plan's "401(k) make-whole" benefits as detailed in one of this
Plan's lettered exhibits, an Employee is a Participant in this
Plan for any Plan Year in which he is a participant in the
Crestar Employees' Thrift and Profit-Sharing Plan, and his
opportunity for benefits under that plan attributable to salary
deferrals or other pre-tax contribution elections would be
limited by Code section 402(g)(1), assuming that he exercised his
elective deferral opportunities under that plan to the greatest
extent allowable under that plan and assuming that his allowance
under Code section 402(g)(1) related to that plan alone.
An Employee who participates specially according to the three
special participation rules of this subsection has an Entry Date
that is the first day of the first Plan Year in which his special
participation begins.
2-1
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
(b) Beginning participation. Except according to subsection (a), an
Employee may not begin participation in this Plan or continue as
an Active Participant while he is not a Covered Employee. Except
for Participants described in subsection (a), an Eligible
Employee who is not already a Participant begins participation in
this Plan on his Entry Date, which is the earlier of two dates
that occurs no earlier than the Plan's Effective Date and that
occurs no earlier than the date on which he first becomes an
Eligible Employee:
(1) the first day of a Plan Year (a January 1); or
(2) the date set by the Sponsor's Designee.
If an Eligible Employee is absent on his Entry Date
because he is Separated from Service, his participation in
this Plan begins immediately upon his reemployment (the
day that he receives credit for an Hour of Service for the
performance of duties) as a Covered Employee who is also
an Eligible Employee as to at least one benefit category
described in this Plan's lettered exhibits. If an Eligible
Employee is absent on his Entry Date for reasons other
than a Separation from Service (for example, vacation,
sickness, disability, Leave of Absence, or layoff), his
participation in this Plan begins no later than the day on
which he returns to work and is credited with an Hour of
Service for the performance of duties as a Covered
Employee who is also an Eligible Employee as to at least
one benefit category described in this Plan's lettered
exhibits, effective as of the date that would have been
his Entry Date.
2.02. Employment and Eligibility Status Changes
(a) Changing to non-Covered Employee. If a Participant does not
Separate from Service but is no longer a Covered Employee because
of a job change or some other event, he ceases to be a Covered
Employee and an Active Participant at the end of the pay period
in which that job change or other event occurs.
2-2
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
(b) Changing to Covered Employee. If an Employee becomes a Covered
Employee due to a change in his employment status (for example,
because of a job change or some other event), and if the
Sponsor's Designee does not establish another date for that
Employee, his status as a Covered Employee begins on the date
that is the end of the pay period in which his status changes.
(c) Losing Eligible Employee status. An Employee who satisfies any of
the eligibility requirements in this Plan's lettered exhibits
before becoming a Covered Employee and then does not satisfy
those requirements when he is a Covered Employee is treated as
never satisfying the requirements. A Covered Employee who is an
Eligible Employee as to one of this Plan's lettered exhibits and
then fails to satisfy that exhibit's requirements for benefits is
no longer entitled to benefits according to that exhibit,
although he may continue as an Eligible Employee for other
lettered Plan exhibits.
2.03. Renewed Participation
A Participant who ceases to participate in the Plan, as described in the
Plan subsection entitled "Participants, Active Participants" (see Plan
section 2.05(d)), may again become a Participant only according to the
Plan section entitled "Conditions of Participation" (see Plan section
2.01) or according to the Plan subsection entitled "Changing to Covered
Employee" (see Plan section 2.02(b)).
2.04. Determination of Eligibility
The Administrator must determine each person's eligibility for
participation in the Plan. All good-faith determinations by the
Administrator are conclusive and binding on all persons for the Plan
Year in question, and there is no right of appeal except for claims, as
provided in this Plan.
2-3
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
2.05. Enrollment
(a) Application. An application to participate is not required, but
each Employee and Participant must correctly disclose all
requested information necessary for the Administrator to
administer this Plan properly.
(b) Acknowledgment. In any claim form or similar instrument adopted
by the Administrator, as a condition of receiving Plan benefits,
an Employee or a Beneficiary may be required to acknowledge the
existence of and the terms and conditions in the Plan and that a
copy of the Plan has been made available to him. The
Administrator may require an Employee or a Beneficiary to agree
to abide by the terms and conditions of this Plan.
(c) Benefit exhibits. This Plan's categories of benefits or detailed
Account (and Plan Liability Account) balances may vary widely
among Participants. To accommodate such individualized benefit
arrangements, the Sponsor's Designee and the Administrator are
authorized to create and maintain individualized or group benefit
arrangements described in the Plan's lettered exhibits. Each
lettered exhibit provides the specific requirements for a
Participant to be eligible for Accrued Benefits described in that
exhibit. A Participant is not automatically entitled to Accrued
Benefits from each exhibit and is entitled to Accrued Benefits
only according to the provisions of the lettered Plan exhibits
describing this Plan's Accounts and Plan Liability Accounts.
(d) Participants, Active Participants. A Participant in this Plan is
either an Active Participant or a Participant with an Accrued
Benefit (calculated as if his Plan Liability Accounts had been
eliminated by contributions) that has not yet been distributed or
consumed, been cancelled, or otherwise been satisfied. Except for
an Active Participant, who is a Covered Employee, an individual
who is not identified in at least one of this Plan's lettered
exhibits is not a Participant. An individual who is not a Covered
Employee but who has been an Active Participant and who
accumulated Accrued Benefits
2-4
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
(calculated as if his Plan Liability Accounts had been eliminated
by contributions) that are undistributed or otherwise unconsumed,
uncancelled, and unsatisfied is a Participant but not an Active
Participant. A Participant who is still a Covered Employee is an
Active Participant even if he has no Accrued Benefits (calculated
as if his Plan Liability Accounts had been eliminated by
contributions) and is not identified in any of this Plan's
lettered exhibits describing Accounts.
2.06. Certification of Participation
As requested by the Employers, the Administrator must give each Employer
a list of Employees who became Participants since the last list was
given. As requested by an Employer after any Plan Year, the
Administrator must give that Employer a list of Employees who were
Active Participants for that Plan Year.
2.07. Suspension Periods
This Plan article 2 and other articles in this Plan reserve to the
Sponsor certain discretionary authority and powers; all Sponsor powers,
however, are exercised by other Fiduciaries according to this Plan
during a Suspension Period. A reference to the Sponsor or a reference to
acts of the Sponsor's Designee in this Plan article 2 or in any other
Plan article in the context of a power is, during any Suspension Period,
a reference to the Fiduciary authorized to exercise that power.
2-5
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
ARTICLE 3
CONTRIBUTIONS
-------------
3.01. Suspension Periods
This Plan article 3 reserves to the Sponsor certain discretionary
authority and powers; all Sponsor powers, however, are exercised by
other Fiduciaries according to this Plan during a Suspension Period. A
reference to the Sponsor or a reference to the Sponsor's Designee in
this Plan article 3 in the context of a power is, during any Suspension
Period, a reference to the Fiduciary authorized to exercise that power.
3.02. General Provisions on Employer Contributions and Benefit Payment
(a) Section is primary. This Plan's provisions on Employer
contributions and Benefit Entitlement payments are all subject to
the provisions of this section and to the provisions of any
Administrator's Rules authorized by this section. All Employer
contributions described in this Plan are made in the form of
Benefit Entitlement payments due according to the Plan.
(b) Qualification intended. The Employers intend that the Plan will
always qualify as a Top Hat Plan as identified in ERISA sections
201(2), 301(a)(3), and 401(a)(1). The Employers also intend that
the Plan or any part of the Plan will never be a successor plan
(according to ERISA section 4021(a)).
(c) Questioned qualification. If the Plan as reflected in this
document (including any Administrator's Rules) does not qualify
as a Top Hat Plan as identified in ERISA sections 201(2),
301(a)(3), and 401(a)(1), or if the Plan is determined to be a
successor plan (according to ERISA section 4021(a)), or if the
Department of Labor or the
3-1
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
Pension Benefit Guaranty Corporation conditions favorable
opinions about the Plan on amendments, caveats, or conditions not
acceptable to the Sponsor, then the Sponsor, at its option, may
either amend this Plan or revoke and annul any amendment in any
manner the Sponsor deems advisable to effect a favorable
determination or opinion, or the Sponsor may withdraw its
sponsorship and terminate the Plan. On a termination according to
this subsection, except during a Suspension Period, the Sponsor's
and each other Employer's obligation to continue contributions or
Benefit Entitlement payments ceases. On a termination according
to this subsection, all contributions or Benefit Entitlement
payments made by the Employers after the effective date of any
document causing a qualification failure must be returned to the
contributor by any non-Participant person holding those
contributions or Benefit Entitlement payments. To the extent
possible, contributions or Benefit Entitlement payments returned
according to this subsection must be returned in the form in
which they are held (that is, in kind). To the extent that
contributions or Benefit Entitlement payments cannot be returned
in kind, the adjusted value must be returned so that the
contributor enjoys the risks and rewards from the investments.
(d) Pension Benefit Guaranty Corporation determination. Despite any
provisions of this Plan to the contrary, a Participant or
Beneficiary has no right or claim to any benefit under the Plan
accruing during a period for which the Pension Benefit Guaranty
Corporation determines that the Plan is a successor plan
(according to ERISA section 4021(a)).
(e) Deductions intended. Each of the next two sentences of this
subsection applies to all Employer contributions or Benefit
Entitlement payments under this Plan except for any contribution
or payment for which the contributing Employer stipulates
otherwise when that contribution or payment is made. The
Employers intend that all of their contributions or Benefit
Entitlement payments under this
3-2
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
Plan be deductible under Code section 162 or Code section
404(a)(5). If any deduction for any Employer contribution or
Benefit Entitlement payment that is intended to be deductible
under Code section 162 or Code section 404(a)(5) is not allowed
in whole or in part, then that disallowed portion must be
returned to the contributor, unless that disallowance is caused
by Code section 280G(a) or by a change in the Code after this
Plan's Effective Date. If the disallowance is caused by Code
section 280G(a) or by a change in the Code after this Plan's
Effective Date, the contribution in question is not affected (no
repayment). Any repayment under this subsection must be made no
later than one year after the disallowance. For purposes of this
subsection, the disallowance may be by the opinion of any court
whose decision has become final or by any disallowance asserted
by the Internal Revenue Service to which the Sponsor agrees.
(f) Mistake of fact. This subsection applies to all Employer
contributions or Benefit Entitlement payments under this Plan
unless at the time of the contribution or Benefit Entitlement
payment the contributing or paying Employer stipulates that the
contribution or payment is not subject to this subsection. If any
contribution or payment is made by an Employer because of a
mistake of fact, then the portion of the contribution or payment
due to the mistake of fact must be returned to the contributor.
The repayment must be made no later than one year after the
contribution or payment.
(g) Determining contributions and payments. The Administrator must
determine the amount of any Employer contributions or benefit
payments due under the terms of this Plan. The Administrator's
determinations according to this subsection are binding on all
Participants, the Administrator, and the Employers.
(h) Contributing. No person is required to collect Employer
contributions. Contributions in the form of Benefit
3-3
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
Entitlement payments required by the Administrator to satisfy
Plan Benefit Entitlements that are due must be made when the
Administrator directs.
(i) Cash or property. Except as restricted by the terms of the Plan
(including any Administrator's Rules) and except as prohibited
(without administrative exemption) by law, Employer contributions
and Benefit Entitlement payments may be in cash or any other
property.
(j) Administrator's discretion. The Administrator may exercise its
discretion in implementing any Employer-contribution provision or
any Benefit Entitlement payment required in this Plan article 3
or in any Administrator's Rules if that exercise of discretion
does not violate any of the other provisions in this article.
(k) Administrator's Rules. The Administrator or the Sponsor's
Designee may create and publish original, additional, or revised
Administrator's Rules governing any Participant or Beneficiary
elections and any Internal Reserve if that action is consistent
with the preceding subsection and does not change an Employer's
obligation to contribute or pay Plan Benefit Entitlements.
Specifically, the Administrator or the Sponsor's Designee may
change any Elective Deferral allowances by an announcement.
3.03. General Provisions on Elective Deferrals
(a) Section is primary. This Plan's provisions on Elective Deferrals
are all subject to the provisions of this section and to the
provisions of any Administrator's Rules that are not inconsistent
with this section.
(b) Limited effect of section. This Plan section's provisions are not
effective until made effective by affirmative action of the
Administrator after advice and consent from the Sponsor's
Designee. Therefore, each of this Plan section's remaining
subsections is inoperative until the Administrator announces that
it is fully effective. The
3-4
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
Sponsor's Designee or the Administrator may create and publish
original, additional, or revised Administrator's Rules at any
time to administer this section, including provisions governing
Elective Deferrals. (See Plan section 3.02(k) entitled
"Administrator's Rules" for similar authorization to the
Administrator.)
(c) Elective Deferral. To the extent that any Administrator's Rules
allow it, a Participant may contribute according to this Plan by
an Elective Deferral of Earnings. A Participant may execute a
form satisfactory to his Employer and the Administrator, electing
to defer (before tax) a specific or determinable amount for each
pay period or for any identifiable time when Earnings otherwise
would have been received. Except for Elective Deferrals pursuant
to elections filed with the Administrator within thirty days
after an Employee is first notified that he is a Participant, a
Participant's election to defer Earnings that are attributable to
services performed during any Plan Year must be accomplished by
an election form filed with the Administrator and approved before
the beginning of that Plan Year. A Participant's allowed
regular-pay deferral must be deducted by that Participant's
Employer from the Participant's Earnings each pay period, and
special deferrals must reduce appropriate special payments, until
the Participant's total Elective Deferrals under this section for
any period equal the maximum allowed according to this Plan or
any Administrator's Rules or, if earlier, until the Participant
changes or revokes his election according to this Plan's
provisions and any Administrator's Rules. A Participant's change
or revocation of his election must be by written notice to his
Employers and the Administrator.
(d) Benefit Entitlement Nonforfeitable. A Participant's Elective
Deferral Benefit Entitlement not in excess of his total
unwithdrawn Elective Deferrals under this Plan is Nonforfeitable.
To the extent announced or otherwise designated by the Sponsor's
Designee (which may include announcements naming individuals or
describing classes of Participants or portions of Accounts), a
Participant's
3-5
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
Elective Deferral Benefit Entitlement in excess of his total
unwithdrawn Elective Deferrals under this Plan is Nonforfeitable.
(e) Transfers by Employers. According to the distribution provisions
of Plan article 6, at the time for a Participant's distributions
or Benefit Entitlement payments attributable to his Elective
Deferrals, the Sponsor's Designee must cause each appropriate
Employer to distribute Elective Deferrals withheld, advising the
Administrator of the respective amounts deferred by and paid to
each Participant.
(f) Allocation or payment determines time of Accrued Benefit. A
Participant's Elective Deferrals under this Plan create or
increase that Participant's Plan Liability Account when deducted
from that Participant's pay, but those deferrals do not become
that Participant's Accrued Benefit until the date they are
allocated to the Participant's Pre-tax Savings Account or paid to
the Participant or the Participant's Beneficiary, simultaneously
reducing his Plan Liability Account.
3.04. Cash and Non-cash Contributions or Payments
(a) Non-cash contributions or payments allowed. To the extent that a
Participant's Benefit Entitlement is not cash or to the extent
that a Participant does not object to his Benefit Entitlement
being satisfied by non-cash property, Employers may contribute or
pay Plan Benefit Entitlements either in cash or in any non-cash
property.
(b) Value of non-cash contributions or payments. Each Participant or
Beneficiary who receives non-cash contributions or Benefit
Entitlement payments receives that non-cash property at its
fair-market value on the actual date that the property is
transferred to the Participant or Beneficiary.
3-6
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
3.05. Compensation-adjustment Elections
(a) Limited effect of section. The provisions of this Plan section
are not effective (and no Elective Deferrals are permitted) until
the Sponsor's Designee so announces. The provisions of this Plan
section are not effective for any period (and no Elective
Deferrals may be effected for any period) for which the Sponsor's
Designee so announces.
(b) Form. The Sponsor's Designee may adopt one or more
Compensation-adjustment Election forms to be used by Employees
according to this section. The Sponsor's Designee may revise any
Compensation-adjustment Election form whenever it deems revision
appropriate.
(c) Election. An Eligible Employee (as to Elective Deferrals) may
submit an appropriate signed Compensation-adjustment Election
form to the Administrator (or to a person designated by the
Administrator) for any Plan Year (or for any shorter period that
is used for any Elective Deferral) for which he wishes to defer
any identifiable portion of his potential or expected Earnings.
Except for the first time that a Participant is eligible to
submit a Compensation-adjustment Election, an individual's
Compensation-adjustment Election form cannot be effective during
any Plan Year that begins before the election is approved. An
individual's Compensation-adjustment Election form cannot be
effective during any Plan Year that ends before he is an Eligible
Employee (as to Elective Deferrals), and it cannot be effective
for any period during which the Employee is not an Active
Participant. For purposes of the preceding sentence, a
Participant-initiated modification (including a cancellation or
revocation) to a Compensation-adjustment Election form is treated
as if it were a new election. A Participant may have up to thirty
days to submit a valid Compensation-adjustment Election form
after first learning of his initial eligibility to accomplish an
Elective Deferral under this Plan.
3-7
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
(d) Contents. An Employee's Compensation-adjustment Election form is
not valid unless it indicates an amount or an identifiable
portion of the Participant's potential or expected Earnings to be
deferred within this Plan's allowances, subject to the
modifications of the Sponsor's Designee authorized in this
section.
(e) Closing Dates. Each Plan Year has a Closing Date after which the
Administrator is not required to accept Compensation-adjustment
Elections and after which any submitted Compensation-adjustment
Elections may not be changed (except as allowed under subsection
(f) of this section). Each Plan Year's Closing Date is set and
announced by the Sponsor's Designee. The Sponsor's Designee may
set different Closing Dates for each Plan Year but must announce
year-to-year changes in the Closing Dates. The Sponsor's Designee
may provide a special Closing Date for an Employee whose initial
or renewed participation does not fall on an Entry Date.
(f) Separate election and continuing effect. The Sponsor's Designee
may require a Participant to submit a separate
Compensation-adjustment Election for each Plan Year or for any
pay period. The Sponsor's Designee may allow a
Compensation-adjustment Election that covers special or irregular
Earnings. The Sponsor's Designee may require a Participant to
submit a separate Compensation-adjustment Election for each
relevant portion of that individual's expected or potential
Earnings that are not covered by an existing valid
Compensation-adjustment Election. Subject to the contrary
announcements by the Sponsor's Designee, however, a
Compensation-adjustment Election has continuing effect from Plan
Year to Plan Year and from pay period to pay period. The
Sponsor's Designee may announce rules as to the times and
frequency of revising a Compensation-adjustment Election. To the
extent provided in Administrator's Rules that are consistent with
this section's restrictions on cancellations or revocations,
3-8
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
and with the consent of the Sponsor's Designee, a Participant may
cancel his Compensation-adjustment Election.
(g) Limiting Compensation-adjustment; Elections. By adopting and
announcing relevant Administrator's Rules or amending any
Administrator's Rules, the Sponsor's Designee or the
Administrator may limit the number of Compensation-adjustment
Elections that a Participant may submit for each Plan Year. The
Administrator or the Sponsor's Designee may similarly limit
amendments to Compensation-adjustment Elections and create or
modify rules on a complete cancellation of a
Compensation-adjustment Election. A Participant may use a
Compensation-adjustment Election to elect to reduce his expected
or potential Earnings by an amount between the Minimum Election
Amount and the Maximum Election Amount. Until the effective time
of an announcement to the contrary by the Sponsor's Designee, the
Minimum Election Amount is zero and the Maximum Election Amount
is zero. A Participant's failure to submit a
Compensation-adjustment Election form has no effect on that
Participant's status as a Participant for all other purposes
under this Plan. The Sponsor's Designee may adjust, terminate,
and restore the Participants' rights or any Participant's right
to make Compensation-adjustment Elections by a similar
announcement indicating minimum and maximum reduction allowances,
including allowances that apply on an individual-Participant
basis.
(h) Expanding election allowances. For any Plan Year or for any pay
period that the Sponsor's Designee deems it to be
administratively reasonable to do so, the Sponsor's' Designee may
so advise Participants and permit them to cause additions to
their Elective Deferrals that vary from those otherwise allowed
according to this Plan.
(i) Time election is effective. A Compensation-adjustment Election is
effective after it is received and approved by the Sponsor's
Designee (but never before the first day of
3-9
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
the pay period that includes the Participant's Entry Date) and
remains in effect until changed or cancelled (but not after the
last day of the pay period in which the Participant ceases to be
an Active Participant). Approval by the Sponsor's Designee of a
Compensation-adjustment Election is indicated by communication of
instructions to Employers according to this section. At any time
before a Compensation-adjustment Election's Closing Date and
before that Compensation-adjustment Election has been processed
by the Sponsor's Designee to become immediately effective, it may
be amended or revoked if the amendment or revocation is delivered
in writing to the Sponsor's Designee. All such revocations become
effective on delivery to the Sponsor's Designee. An amendment
according to this subsection becomes effective at the same time
and upon the same conditions as the initial Compensation-
adjustment Election would have become effective.
(j) Modifications and rejections. The Sponsor's Designee may modify
any Participant's Compensation-adjustment Election. The Sponsor's
Designee also may reject entirely any Compensation-adjustment
Election from any Participant.
(k) Instructions to Employers. For each Compensation-adjustment
Election that is effected, the Sponsor's Designee must provide
each Employer of the Participant whose expected or potential
Earnings are to be adjusted with all information necessary to
implement that Compensation- adjustment Election (as adjusted by
the Administrator or the Sponsor's Designee). The Sponsor's
Designee also must give instructions about future adjustments to
each electing Participant's expected or potential Earnings for
the Plan Year or to any Participant's expected or potential
Earnings for any pay period; a Participant's unpaid Earnings for
the Plan Year or for any period, however, may not be reduced
below zero. The Sponsor's Designee must determine the actual
amount of each Participant's
3-10
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
reduction to his Earnings attributable to his Compensation-
adjustment Election for the Plan Year or for any pay period.
3.06. Internal Reserve
(a) Limited effect of section. The provisions of this Plan section
create a bookkeeping record that must not be construed to create
Plan assets or to alter this Plan's status as an unfunded Plan.
(b) Additions to Internal Reserve. The value of a Participant's
reduction in his Earnings according to Compensation-adjustment
Election forms approved by the Sponsor's Designee must be added
to his Employer's Internal Reserve as of the date that the
Participant would have received that amount as Earnings if he had
not submitted a Compensation-adjustment Election form.
(c) Reductions of Internal Reserve. An Employer's Internal Reserve is
reduced by the amount distributed or otherwise paid to a
Participant in reduction of the Pre-tax Savings Account portion
of his Plan Liability Account as of the date of the distribution
or payment according to Plan article 6. Except as to any
Associated Plan's account identified in the Administrator's Rules
for this Plan section, an Employer's Internal Reserve is reduced
also by the value of distributions or payments to Participants or
on behalf of Participants from Pre-tax Savings Accounts under an
Associated Plan.
(d) Directions relating to Internal Reserve. At any time after a
Financial Trigger Event, the Administrator may direct
distributions or other actions according to this subsection. If
any Employer's Internal Reserve at the time determined by the
Administrator has a remaining balance after the application of
subsections (b) and (c) of this section, the Administrator must
determine the portion of that Internal Reserve balance that is
attributable to each Participant for whom there has been an
Elective Deferral. For each
3-11
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
such Participant, the Administrator must direct the disposition
of assets equal in value to the Participant's portion of the
Internal Reserve. Even if it is not consistent with the
Participant's elections, so long as it is not inconsistent with
this Plan's provisions on distributions, the Administrator must
direct that the Employer transfer assets either to the
Participant or to an insurer, trustee, co-trustee, or other
person who will then hold those assets for that Participant's
Elective Deferral Benefit Entitlement; the Administrator must
reduce that Employer's Internal Reserve by an equal amount.
3.07. Basic Contribution
(a) Contribution calculated. To the extent necessary to satisfy each
required dstribution or other payment of Plan Benefit
Entitlements not attributable to Matching Contributions, Basic
Contributions are required at the time, according to Plan article
6, that a Participant is entitled to a distribution or other
payment of Plan Benefit Entitlements not attributable to Matching
Contributions. Basic Contributions are also required at the times
and in the amounts directed by the Administrator according to
subsection (b) and the Plan subsection entitled "Directions
relating to Internal Reserve" (see Plan section 3.06(d)). The
Basic Contribution or Benefit Entitlement payment in lieu of that
Basic Contribution from an Employer for a Plan Year or for any
other pay period according to this subsection is determined by
the Administrator according to the provisions of this Plan
article 3 and any Administrator's Rules.
(b) Pre-termination contribution. Before this Plan terminates, except
to the extent that all Participants consent to the contrary, the
Sponsor must cause the Employers to contribute Basic
Contributions equal to the value of all Plan Liability Accounts
and other Benefit Entitlements. Basic Contributions according to
this subsection are required and are not made at any Employer's
discretion. The Basic Contribution from an Employer according to
this
3-12
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
subsection is determined by the Administrator according to the
provisions of this Plan article 3 and any Administrator's Rules.
The Sponsor's Designee may direct that a Basic Contribution
according to this subsection result in immediate distributions to
Participants.
3.08. Matching Contributions
(a) Matching Contributions. Matching Contributions are not required
and are made at each Employer's discretion. An Employer may
announce its Matching Contribution for any period at any time. An
Employer's Matching Contribution may be determined as an amount
or a formula (for example, it may be equal to a percentage of the
Basic Contribution caused by that Employer for or during that
Plan Year or for or during a pay period; it may be based on an
identifiable portion of the Plan benefit resulting from each
Participant's Compensation-adjustment Election; or it may be a
formula subject to per-Participant limitations).
(b) Designated Matching Contributions. The Sponsor's Designee may
designate any part of any Employer's Matching Contribution
(before or after benefit payments) as a reduction of a
Participant's Benefit Entitlement attributable to any of that
Participant's Accounts (or any Account) or to any class or group
of Participants' Accounts or to be distributed in reduction of
Plan Liability Accounts on a Participant-by-Participant basis;
otherwise, an Employer's Matching Contribution is allocable only
to the Benefit Entitlements attributable to the Participants'
Supplemental Accounts. To the extent of the Employers' Matching
Contributions that are not designated as allocable other than to
Supplemental Accounts, the Sponsor's Designee may designate any
part of any Employer's Matching Contribution (before or after
benefit payments) as allocable on a Participant-by-Participant
basis or any other basis; otherwise, an Employer's Matching
Contribution that is allocable as a
3-13
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
satisfaction of Benefit Entitlements attributable to Supplemental
Accounts is allocated as a satisfaction of Benefit Entitlements
attributable to the Supplemental Accounts pro rata, according to
benefits due for the Plan Year in which the contribution occurs,
according to the provisions of Plan article 4.
3.09. Plan Liability Account Increases.
(a) Defined-benefit-equivalent Make-whole Benefit Entitlements.
This subsection's provisions after this sentence apply only to
Active Participants who are Eligible Employees as to
defined-benefit-equivalent Make-whole Benefit Entitlements
according to one or more of this Plan's lettered exhibits, and
then only to the extent that a Participant's increase is
authorized by the Sponsor's Designee. An Active Participant's
Plan Liability Account must be increased at the same time and in
the same amount as the Participant's Limited Benefits increase.
For purposes of this subsection, as of the end of each Plan Year,
the adjustment attributable to a Participant's Limited Benefits
is equal to the present value (as determined by the Administrator
in the Administrator's complete discretion) of all Limited
Benefits to which that Participant would have been entitled,
reduced by payments in satisfaction of those Limited Benefits.
(b) Defined-contribution Make-whole Benefit Entitlements. This
subsection's provisions after this sentence apply only to Active
Participants who are Eligible Employees as to individual-account
Make-whole Benefit Entitlements according to one or more of this
Plan's lettered exhibits, and then only to the extent that a
Participant's increase is authorized by the Sponsor's Designee.
An Active Participant's Liability Account must be increased at
the same time and in the same amount as the Participant's Limited
Additions increase. For purposes of this subsection, as of the
end of each Plan Year, the adjustment attributable to a
Participant's Limited Additions is equal to the value of all
Limited Additions to
3-14
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
which the Participant would have been entitled for the year,
reduced by payments during the year in satisfaction of those
Limited Additions.
(c) Limited Addition earnings. The portion of each Participant's Plan
Liability Account attributable to increases according to the
preceding subsection derived from Limited Additions must be
increased as of each Valuation Date by the Limited Additions
Earnings Factor for that Participant.
(d) Adjustments. Through communications to Participants (generally,
in groups, or on a Participant-by-Participant basis) or
otherwise, any Benefit Entitlement portion of any Participant's
Plan Liability Account (especially the Supplemental Benefit
Entitlement portion) may be increased at any time and in any
amount by the Sponsor's Designee; it may be automatically
increased as of each Valuation Date by any earnings factor
stipulated by the Sponsor's Designee for that Participant.
(e) Ordering. To the extent that an Active Participant has been an
Eligible Employee as to all of this Plan's Make-whole benefits
according to this section's first two subsections, that
Participant's Plan Liability Account is never less than the total
for that Participant of the present value of each Limited Benefit
(calculated under each Qualified Plan separately) from the
Employer's Qualified Plans (current and terminated) plus the
total of all Limited Additions from the Employers' Qualified
Plans (current and terminated), but always determined after
considering Plan Liability Account reductions according to this
Plan attributable to Benefit Entitlement payments or other
similar actions. Unless otherwise provided in this Plan, Benefit
Entitlement payments and other actions that reduce a
Participant's Plan Liability Account are deemed first to have
been in satisfaction of that Participant's Elective Deferral
Benefit Entitlement and then in satisfaction of the Participant's
Limited Benefits.
3-15
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
(f) Elective Deferrals. The Pre-tax Savings Account portion of each
Participant's Plan Liability Account must be increased at the
same time and in the same amount as the required increase in the
Employers' Internal Reserve attributable to Elective Deferrals,
as provided in the Plan section entitled "Additions to Internal
Reserve" (see Plan section 3.06(b)).
(g) Elective Deferral earnings. The Pre-tax Savings Account portion
of each Participant's Plan Liability Account must be increased as
of each Valuation Date by the Elective Deferral Earnings Factor
for that Participant.
(h) Defined benefits. A Participant's Make-whole Benefit Entitlement
(as described in this Plan section's first three subsections and
the fifth subsection) and his Supplemental Benefit Entitlement
(as described in this Plan section's fourth subsection) must be
converted into defined benefit promises to as if the Plan were a
Defined Benefit Plan--to the extent that those Benefit
Entitlements are attributable to Limited Benefits or to the
extent that the Sponsor's Designee directs.
3.10. Transfers
Transfer Contributions, which are transfers of assets or liabilities or
transfers of assets and liabilities (for example, Transfer Contributions
could be accomplished by transfers of assets or liabilities similar to
the manner described in ERISA section 208), may be caused or allowed by
the Sponsor's Designee (or the Fiduciary exercising the Sponsor's power
under Plan article 8 during a Suspension Period) according to this Plan
and according to any Administrator's Rules. A transfer that is from
another Sponsor-maintained Pension Plan that authorizes a transfer of
assets to this Plan and that is according to the terms of that other
Sponsor-maintained Pension Plan is deemed to be caused or allowed by the
Sponsor's Designee according to this section. Unless the Sponsor's
Designee has agreed in writing, however, the Administrator may not
accept Transfer Contributions that will cause any portion of this Plan
to become a plan
3-16
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
to which ERISA section 205 applies. To the extent that such a
Transfer Contribution occurs, the Administrator must create or
revise Plan provisions or Administrator's Rules to cause
compliance with ERISA section 205 and related provisions. The
Sponsor's Designee must also indicate the extent to which
Transfer Contributions permissible under this subsection are to
be treated as Transfer Contributions or as other contributions
described in this Plan. All Transfer Contributions of assets must
be accomplished by payments in satisfaction of Benefit
Entitlements.
3-17
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
ARTICLE 4
BENEFIT ENTITLEMENTS
ALLOCATIONS, DEFINED BENEFITS
-----------------------------
4.01. General Rules and Limitations
(a) Suspension Periods. This Plan article 4 reserves to the Sponsor
certain discretionary authority and powers; all Sponsor powers,
however, are exercised by other Fiduciaries according to this
Plan during a Suspension Period. A reference to the Sponsor or a
reference to acts of the Sponsor's Designee in this Plan article
4 in the context of a power is, during any Suspension Period, a
reference to the Fiduciary authorized to exercise that power.
(b) General limits. According to this section, a Participant's
Account is not credited with Annual Additions and a Participant
or Beneficiary may not receive a Plan Benefit Entitlement payment
from any Employer for any tax year of that Employer in excess of
the limits in this section. Any excess of an Employer's
contributions or Benefit Entitlement payments after allocating
and crediting allowed by this section must be returned forthwith
to that Employer, as permitted according to ERISA section
403(c)(2).
(c) Deductibility limitation. Except as to any amount for which the
Sponsor has stipulated otherwise for a Participant for that Plan
Year and amounts contributed according to the Plan subsection
entitled "Directions relating to Internal Reserve" (see Plan
section 3.06(d)) and the Plan subsection entitled
"Pre-termination contribution" (see Plan section 3.07(b)),
allocations or Benefit Entitlement payments from any Employer's
potentially deductible contributions (Basic Contributions and
Matching Contributions) to the Nonforfeitable portion of the
Benefit Entitlement of any Participant for any tax year of that
Employer must not total more than the amount that Employer is
permitted to deduct
4-1
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
for that Participant's Benefit Entitlement payments for that tax
year under Code sections 404(a)(5) and 162 for this Plan.
(d) Non-cash contributions. Allocations of non-cash contributions are
made based on the fair-market value of those contributions when
those contributions are distributed or paid to a Participant or
Beneficiary according to this Plan.
(e) Maximum Annual Addition limitations. Except as the Administrator
determines is appropriate after a contribution according to the
Plan subsection entitled "Directions relating to Internal
Reserve" (see Plan section 3.06(d)) or the Plan subsection
entitled "Pre-termination contribution" (see Plan section
3.07(b)) or as otherwise specifically provided in this Plan,
Annual Additions from an Employer's contributions to a
Participant's Account or other Plan Benefit Entitlement payments
do not exceed the amount to be paid to that Participant under
this Plan during that Employer's tax year. Annual Additions to a
Participant's Account or Plan Benefit Entitlement payments also
may be limited by the Sponsor's Designee or the Administrator in
Administrator's Rules.
(f) Special Annual Addition allowances and limitations. By
announcement confirmed in writing to the Administrator, the
Sponsor's Designee may allow Annual Additions to a Participant's
Account in excess of or may set limits that are less than the
amounts allowed in subsection (e) of this section. The Annual
Addition limitations under subsection (e) of this section and the
Annual Addition allowances under this subsection may distinguish
between Unrestricted Participants and Restricted Participants.
(g) Limitation related to excise taxes. Except during a Suspension
Period, no Annual Addition or Plan Benefit Entitlement payment is
permitted to the extent that it provokes an excise tax on an
Employer.
4-2
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
4.02. Accounts
(a) Named Accounts generally. As required for appropriate
record-keeping, the Administrator must establish and name
Accounts or sub-accounts reflecting interests in the Plan's
Benefit Entitlements for each Participant according to this
Plan's lettered exhibits as described in the Plan subsection
entitled "Benefit exhibits" (see Plan section 2.05(c)). A
distribution made to a Participant must be charged against the
Participant's Account or sub-account from which it is drawn. The
Administrator must cause each Participant's Accounts and
sub-accounts to be credited and debited with all appropriate
amounts, including contributions and distributions.
(b) Plan Liability Accounts. As an analogue for each portion of his
Employer Contribution Account and his Pre-tax Savings Account,
each Participant has a bookkeeping record that is a Plan
Liability Account. A Plan Liability Account holds no assets and
is not part of a Participant's Accrued Benefit, but it does
represent an entitlement to an Accrued Benefit and is part of
that Participant's Benefit Entitlement. A Plan Liability Account
represents a claim to Plan assets when contributions are made to
this Plan. To the extent that a Plan Liability Account would
result in an allocation that is Nonforfeitable, that Plan
Liability Account represents a claim that cannot be reduced or
eliminated by the Sponsor's Designee's announcement. Even as to
such Plan Liability Accounts that cannot be reduced, however,
there is no right or claim to Plan assets until the allocation
required by this Plan occurs, and if there are insufficient Plan
assets to satisfy a required allocation when it is required, the
Plan Liability Account is only a right or claim against the
Sponsor's general assets. All Plan Liability Accounts that would
not result in Nonforfeitable allocations to Accounts are
extinguished after any asset allocations required by this Plan's
termination. By announcement (whether or not the announcement
indicates some amount that cannot be reduced without the
Participant's consent), the Sponsor's Designee may increase any
portion of any Participant's Plan Liability Account at any time.
4-3
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
(c) Employer Contribution Accounts. The Administrator must establish
and maintain an Employer Contribution Account for each
Participant. Each Participant's allocations attributable to
Employer contributions and other appropriate adjustments must be
credited and debited to his Employer Contribution Account or to
the appropriate portion of his Employer Contribution Account.
(d) Accounts that make up Employer Contribution Account. As the
related allocations are made under the Plan, the Administrator
must establish and maintain for each Participant, as appropriate,
identified Accounts that make up the Employer Contribution
Account. Those Accounts may include a Supplemental Account, a
portion of a Pre-tax Savings Account (perhaps for Matching
Contribution allocations), or any Named Account identified in any
Administrator's Rules. Each Participant's allocations
attributable to Employer contributions and other appropriate
adjustments must be credited to the appropriate Named Account
that is part of his Employer Contribution Account, in the manner
described in this subsection's numbered paragraphs.
(1) Each Participant's allocations attributable to Basic
Contributions and other appropriate adjustments must be
credited as directed by the Sponsor's Designee or as
directed by the Administrator according to Administrator's
Rules and with the Sponsor's Designee's consent to that
Participant's Pre-tax Savings Account, to his Supplemental
Account, or to any Named Account.
(2) Each Participant's allocations attributable to
Matching Contributions and other appropriate adjustments
must be credited as directed by the Sponsor's Designee or
as directed by the Administrator according to
Administrator's Rules and with the Sponsor's Designee's
consent to that Participant's Pre-tax Savings Account, to
his Supplemental Account, or to any
4-4
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
Named Account, as determined by the provisions of this
Plan article.
(e) Pre-tax Savings Account. The Administrator must establish and
maintain an Pre-tax Savings Account for each Participant who
makes or is deemed to make a Participant Contribution. When the
Sponsor's Designee or the Administrator so directs, each
Participant's share of any Transfer Contribution that is
attributable to Participant Contributions and other appropriate
adjustments must be credited to his Pre-tax Savings Account,
reducing the Internal Reserve and the Participant's Plan
Liability Account. As appropriate, distributions made to a
Participant must be charged against his Pre-tax Savings Account.
4.03. Defined-benefit Benefit Entitlements
(a) Make-whole Benefit Entitlements. Based on this Plan's lettered
exhibits and the provisions of the Plan subsection entitled
"Defined-benefit-equivalent Make-whole Benefit Entitlements" (see
Plan section 3.09(a)), the Sponsor's Designee must determine each
Active Participant's Make-whole Benefit Entitlement attributable
to Limited Benefits and express it to that Participant as if it
had been a Defined Benefit Plan promise. That Benefit
Entitlement, so expressed, must become part of this Plan's
Defined Benefit Schedule, to be adjusted periodically as the
Benefit Entitlement is reduced by Benefit Entitlement payments,
until the Benefit Entitlement is satisfied in full.
(b) Supplemental Benefit Entitlements. In addition to creating
Supplemental Accounts and the coordinate portions of Plan
Liability Accounts, the Sponsor's Designee may create and declare
defined-benefit forms of Supplemental Benefit Entitlements. As a
Participant's defined-benefit form of Supplemental Benefit
Entitlement is created or increased, that Benefit Entitlement or
increase must become part of this Plan's Defined Benefit
Schedule, to be adjusted periodically as the Benefit Entitlement
is reduced by Benefit
4-5
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
Entitlement payments, until the Benefit Entitlement is satisfied
in full.
4.04. Basic Contribution Allocations
(a) General. During the Allocation Period of any Participant for each
Plan Year or for any pay period or benefit payment period, the
Sponsor's Designee may cause Basic Contributions to be allocated
and paid in satisfaction of any portion of that Participant's
Benefit Entitlement.
(b) Sponsor designation. If an Employer causes or allows a Basic
Contribution, the Sponsor's Designee may designate that all or
any part of any Basic Contribution be allocated to the
Participants' Accounts as described in any one or more of this
subsection's paragraphs.
(1) The Sponsor's Designee may designate that the Basic
Contribution be allocated to any of a Participant's Named
Accounts.
(2) The Sponsor's Designee may designate that the Basic
Contribution be allocated to any Participant's
Supplemental Account.
(c) Failure to designate. If an Employer causes or allows a Basic
Contribution and the Sponsor's Designee fails to designate how
that contribution is to be allocated, the Basic Contribution must
be allocated first to satisfy distributions required from Pre-tax
Savings Accounts and then to distributions required from
Supplemental Accounts.
4.05. Matching Contribution Allocations
(a) General. During the Allocation Period of any Participant for each
Plan Year or for any pay period or benefit payment period, the
Sponsor's Designee may cause Matching Contributions to be
allocated and paid in satisfaction of the portion of that
Participant's Benefit Entitlement that may be satisfied by
Matching Contributions.
4-6
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
(b) Sponsor designation. If an Employer causes or allows a Matching
Contribution, the Sponsor's Designee may designate that all or
any part of any Matching Contribution be allocated to the
Participants' Accounts as described in any one or more of this
subsection's paragraphs.
(1) The Sponsor's Designee may designate that the Matching
Contribution be allocated to any of a Participant's Named
Accounts.
(2) The Sponsor's Designee may designate that the Matching
Contribution be allocated to any Participant's
Supplemental Account.
(c) Failure to designate. If an Employer causes or allows a Matching
Contribution and the Sponsor's Designee fails to designate how
that contribution is to be allocated, the Matching Contribution
must be allocated first to satisfy distributions required from
Pre-tax Savings Accounts and then to distributions required from
Supplemental Accounts.
4.06. Allocations to Pre-tax Savings Accounts
(a) General. During the Allocation Period of any Participant for each
Plan Year or for any pay period, the Sponsor's Designee may cause
contributions to be allocated and paid in satisfaction of that
Participant's Elective Deferral Benefit Entitlement and other
portions of that Participant's Benefit Entitlement.
(b) Sponsor designation. If an Employer causes or allows any
contribution, the Sponsor's Designee may designate that all or
any part of that contribution be allocated to the Participants'
Pre-tax Savings Accounts, reducing the Participants' Plan
Liability Accounts and simultaneously reducing the Internal
Reserve.
(c) Failure to designate. If an Employer causes or allows a
contribution other than a Basic Contribution or a Matching
4-7
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
Contribution and the Sponsor's Designee fails to designate how
that contribution is to be allocated, that contribution must be
allocated to satisfy distributions required from Pre-tax Savings
Accounts.
4-8
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
EXHIBIT FOR ARTICLE 4
Program of Allocations
----------------------
** According to Plan section 4.03, the Sponsor's **
** Designee may change this Program of Allocations **
** at any time **
I. As to Plan section 4.04:
A. The first $__________ of allocations is:
Participant Amount
xxxxxxxxx xxxxxx
xxxxxxxxx xxxxxx
B. The next $__________ of allocations is:
Participant Amount
xxxxxxxxx xxxxxx
xxxxxxxxx xxxxxx
C. All other allocations up to $____________ are pro-rata per
balance created in the preceding allocations.
D. All other allocations are determined according to the
terms of Plan section 4.04.
II. As to Plan section 4.05:
A.
B.
C.
D.
4-9
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
ARTICLE 5
VESTING
-------
5.01. Suspension Period
This Plan article 5 reserves to the Sponsor certain discretionary
authority and powers; all Sponsor powers, however, are exercised by
other Fiduciaries according to this Plan during a Suspension Period. A
reference to the Sponsor or a reference to acts of Sponsor's Designee in
this Plan article 5 in the context of a power is, during any Suspension
Period, a reference to the Fiduciary authorized to exercise that power.
5.02. Vested Benefits
(a) Nonforfeitable Accounts. Supplemental Accounts and Named Accounts
that are designated by the Sponsor's Designee as Nonforfeitable
are vested (Nonforfeitable) after that designation to the extent
specified in that designation. Designations by Sponsor's Designee
according to the preceding sentence may grant full vesting or
conditional vesting to any Account of any Participant or may be
accomplished through designations by Account or Participant
classes.
(b) Full vesting. If a Participant performs substantial services (as
that term is used in Treasury Regulation section 1.83-3(c)(1))
for at least one of the Employers each year until he Retires,
that Participant's Accounts not listed in the preceding
subsection (including any of his Accounts, to the extent that
they are not designated as Nonforfeitable when they are created
or later) are fully vested (Nonforfeitable) not later than the
date that he Retires. Except to the extent previously announced
or otherwise designated by Sponsor's Designee, all of an Active
Participant's Accounts are fully vested on the earlier of the
dates described in this subsection's paragraphs.
5-1
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
(1) The Participant's date of death as an Active
Participant.
(2) The date on which the Participant becomes Disabled as
an Active Participant.
(c) Nullifying Plan provisions. For any Participant or any portion of
any Participant's Account that is not vested (Nonforfeitable),
the Sponsor's Designee may determine that any provision of this
Plan dealing with vesting or Forfeitures does not apply or
applies only with special limitations. That decision does not
require any Participant's consent and is effected by a written
communication delivered to the Participant and the Administrator.
5.03. Forfeitures
(a) Basic rules governing time of Forfeiture. Any portion of a
Participant's Account, including amounts attributable to
allocations that are expected according to a Participant's Plan
Liability Account, that is vested (Nonforfeitable) cannot be
Forfeited without that Participant's consent. Except for
Forfeitures with the Participant's consent, this subsection
governs the time of this Plan's Forfeitures. The Sponsor's
Designee, acting on behalf of the Sponsor, may cause any amount
except Nonforfeitable amounts, including amounts attributable to
allocations that are expected according to a Participant's Plan
Liability Account, to be Forfeited at any time without any
Participant's consent. The Sponsor's Designee may cause any
Nonforfeitable amount, including amounts attributable to
allocations that are expected according to a Participant's Plan
Liability Account, to be Forfeited at any time with the consent
of the Participant whose Account is being Forfeited. Except
during a Suspension Period, the Forfeitable portion of a
Participant's Account is Forfeited when he Separates from
Service. After a Participant Separates from Service during a
Suspension
5-2
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
Period, each part of his Employer Contribution Account
that is subject to Forfeiture is Forfeited as of the earlier of
the dates listed in this subsection's paragraphs.
(1) The date of the Participant's death.
(2) The last day of the fifth year after the Participant's
Separation from Service.
If the Plan terminates pursuant to Plan article 8 at any time
except during a Suspension Period, the Forfeitable part of all
Accounts is Forfeited as of the date of the Plan's termination.
(b) Time of distributions in relationship to time of Forfeiture. The
Administrator's directions to distribute a Participant's
Nonforfeitable interest in his Account according to Plan article
6 operate independently from this Plan section's operative rule
about the time of Forfeitures after a Participant Separates from
Service. Thus, distributions can be ordered before, after, or at
the same time as a Forfeiture occurs according to this Plan
section.
(c) Allocation of Forfeitures. Except for Forfeitures attributable to
allocations that are expected according to a Participant's Plan
Liability Account--which are cancellations of contributions or
Forfeitures that are never allocated or reallocated--all
Forfeitures must be allocated as Matching Contributions according
to Plan article 4.
5-3
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
ARTICLE 6
DISTRIBUTIONS
-------------
6.01. General Provisions on Benefits, Distributions, Transfers
(a) Suspension Periods. This Plan article 6 reserves to the Sponsor
certain discretionary authority and powers; all Sponsor powers,
however, are exercised by other Fiduciaries according to this
Plan during a Suspension Period. A reference to the Sponsor or a
reference to acts of Sponsor's Designee in this Plan article 6 in
the context of a power is, during any Suspension Period, a
reference to the Fiduciary authorized to exercise that power.
(b) Article controls. All distributions, payments in lieu of
contributions, or other payments in satisfaction of Benefit
Entitlements according to this Plan are subject to the provisions
of this article.
(c) Administrator authority and discretion. The Sponsor's Designee
may direct the Administrator's actions, but only the
Administrator may direct as to the amount and form of any
distribution, any payment, or any other distribution or payment
in satisfaction of Benefit Entitlements. Any Employer may be
directed as to such distributions or payments only by the
Administrator. The Administrator may exercise its discretion in
implementing any provision in this Plan article or in
implementing any Administrator's Rules about benefits,
distributions, or transfers of liabilities if that exercise of
discretion does not violate any of the other provisions in this
Plan article or in any Administrator's Rules and does not result
in the Plan's failure to satisfy the provisions of the Plan
subsection entitled "Qualification intended" (see Plan section
3.02(b)). The Administrator or the Sponsor's Designee may create
and publish original, additional, or revised Administrator's
Rules for this Plan article if that action is consistent with the
provisions of this Plan article.
6-1
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
(d) Discharge of liability. Any payment to a person (or his
representative) entitled to payment under the Plan, to the extent
of the payment, is in full satisfaction of all claims under the
Plan against the Sponsor's Designee, the Administrator, each
member of any Plan Committee, and the Employers. Any person or
entity, as a condition to payment from it or directed by it, may
require the payee-Participant, -Beneficiary, or -legal
representative to execute a receipt and release of the claim in
any form determined by the person requesting the receipt and
release.
(e) Transfers on notice from Sponsor. On written direction from the
Sponsor's Designee but subject to this Plan's provisions on
liability transfers, the Administrator must take all necessary
steps to transfer liabilities to any other Associated Plan.
(f) Plan termination distributions. When the Plan terminates, as
provided in the Plan section entitled "Benefits Supported Only by
Sponsor" (see Plan section 1.05), the Sponsor's assets are the
only source from which a claimant may satisfy a claim based on a
Participant's Account, based on a Participant's expected
allocations according to his Plan Liability Account, or based on
a Participant's other Benefit Entitlements. After implementing
the provisions of this subsection and confirming compliance with
all other precedent requirements of law, the Administrator must
direct the Sponsor and Employers to distribute any Plan assets
and otherwise to satisfy all Nonforfeitable Benefit Entitlements.
(g) Special distributions allowed. This subsection applies if the
Plan is continued according to this Plan's other terms by a
corporation or any other legal entity merged or consolidated with
an Employer or otherwise succeeding an Employer as a result of
any change in ownership of that Employer or the Employer's
assets. If a Participant continues work with the surviving or
purchasing legal entity but does not qualify to continue as a
Participant, the Administrator must determine the options
available that would not render this Plan at any time revocable,
invalid, or inconsistent with the Plan
6-2
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
subsection entitled "Qualification intended" (see Plan section
3.02(b)) and must treat that Participant's interests in the
manner the Administrator deems most beneficial to that
Participant.
(h) Unclaimed benefits. If the inability to determine a payee's
identity or whereabouts prevents any payment of any amount to a
Participant, former Participant, or Beneficiary within seven
years after the amount becomes payable, all amounts that would
have been payable to that Participant, former Participant, or
Beneficiary must be then dealt with by the Sponsor according to
the laws of the state by which this Plan is governed that pertain
to abandoned intangible personal property held in a fiduciary
capacity.
(i) Recapture of payments. By error, it is possible that payments to
a Participant or Beneficiary may exceed the amounts to which the
recipient is entitled. When notified of the error, the recipient
must return the excess as directed by the Administrator. This
requirement is limited where explicit statutory provisions
require limitation. To prevent hardship, repayment under this
subsection may be made in installments, determined in the sole
discretion of the Administrator. A repayment arrangement,
however, may not be contrary to law, and it may not be used as a
disguised loan. If any person is authorized by statute to recover
some payments on behalf of the Plan, no Plan provision may be
construed to contravene the statute.
(j) Limits on assignment. Plan benefits are not subject to Assignment
and Alienation (they may not be anticipated, assigned either at
law or in equity, alienated, or be subject to attachment,
garnishment, levy, execution, or other legal or equitable
process).
(k) Garnishments. If a Participant's benefits are garnished or
attached by order of any court, then the Administrator or the
Sponsor may bring an action for a declaratory judgment in a court
of competent jurisdiction to determine the proper recipient of
those benefits. Any benefits that become
6-3
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
payable while that action is pending must not be paid or, at the
Administrator's direction, must be paid into the court as they
become payable, to be distributed later to the recipient
determined by the court.
(1) Distributions to minors and incompetents. If any Plan Benefit
Entitlement is payable to a Participant or Beneficiary who is a
minor or who, in the Administrator's opinion, is not capable of
making proper disposition of funds or is not legally capable of
giving a valid receipt and discharge for the assets, that payment
may be made for the benefit of the Participant or Beneficiary to
any person that the Administrator in its discretion designates,
including the guardian or legal representative of the Participant
or Beneficiary, an adult with whom that Participant or
Beneficiary resides, or in discharge of that Participant's or
Beneficiary's bills. To the extent of any such payments, they are
deemed a complete discharge of any liability for such payment
under the Plan, and any Employer may make the payments without
the intervention of any guardian or similar fiduciary and without
obligation to require bond or to see to the further application
of the payments.
(m) General rule for valuing Benefit Entitlements for distributions.
All assets distributed must be valued as of the time of
distribution. Except as specifically provided otherwise in this
Plan article, the value of a Participant's Benefit Entitlements
for purposes of distributions is not determined until after the
Administrator has received all of the appropriate claim forms,
election forms, and withholding forms. The value is then
determined as of the Valuation Date that satisfies two
conditions: first, it is no earlier than the day of the
Participant's Separation from Service; and second, it is the
Valuation Date immediately before the distribution.
6.02. Claims
(a) Distributions without claims. The Administrator is not required
to cause a Plan distribution before a claim has
6-4
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
been filed, but the Administrator may cause a Plan distribution
before a claim has been filed if information comes to the
Administrator's attention that indicates that a Participant or
Beneficiary is entitled to a distribution.
(b) Claims to Administrator. Subject to this Plan's provisions on
claim reviews, claims for benefits from this Plan must be made in
writing to the Administrator or to any person the Administrator
designates to receive claims. If the Administrator has made forms
available, those forms must be used; otherwise, a claim by a
Participant or Beneficiary communicated in writing to the
Administrator is satisfactory.
(c) Administrator's response. On receipt of a claim, the
Administrator must respond in writing within ninety days. The
Administrator's first written notice must indicate any special
circumstances requiring an extension of time for the
Administrator's decision. The extension notice must indicate the
date by which the Administrator expects to give a decision. An
extension of time for processing may not exceed ninety days after
the end of the initial ninety-day period.
(d) Denied claims. If a claim is wholly or partially denied, the
Administrator must give written notice within the time provided
in subsection (c). If notice that a claim has been denied is not
furnished within the time required in subsection (c), the claim
is deemed denied. An adverse notice must be written in a manner
calculated to be understood by the claimant and must include
(1) each reason for denial;
(2) specific references to the pertinent provisions of
the Plan or related documents on which the denial
is based;
6-5
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
(3) a description of any additional material or
information necessary for the claimant to perfect
the claim and an explanation of why that material
or information is needed; and
(4) appropriate information about the steps to be
taken if the claimant wishes to submit the claim
for review.
6.03. Review of Claims
(a) Administrator's review. On receiving a claimant's proper written
request for review, the full membership of the Administrator or a
person designated by the Administrator must review any claim that
was denied according to the Plan section entitled "Claims" (see
Plan section 6.02). The written request must be received by the
Administrator before sixty-one days after the claimant's receipt
of notice that a claim has been denied according to that Plan
section.
(b) Possible hearing. The Administrator or any designated reviewer
must determine whether there will be a hearing. The claimant and
an authorized representative are entitled to be present and heard
at any hearing that is used as part of the review. Before any
hearing, the claimant or a duly authorized representative may
review all Plan documents and other papers that affect the claim
and may submit issues and comments in writing. The Administrator
or reviewer must schedule any hearing to give sufficient time for
this review and submission, giving notice of the schedule and
deadlines for submission.
(c) Review decision time limit. The decision on review must be
furnished to the claimant in writing within sixty days after the
request for review is received, unless special circumstances
require an extension of time for processing. If an extension is
required, written notice of the extension must be furnished to
the claimant before the end of the sixty-day period, and the
decision then must be rendered as soon as possible but not later
than 120 days after the request for review was received. The
decision on review must be
6-6
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
written in a manner calculated to be understood by the claimant
and must include specific reasons for the decision and specific
references to the pertinent provisions of the Plan or related
documents on which the decision is based. If the decision on
review is not furnished to the claimant within the time required
in this subsection, the claim is deemed denied on review.
(d) Allowances if a committee reviews. If a review under this section
is conducted by any committee, including a Plan Committee, and if
that committee has regularly scheduled meetings at least
quarterly, the rules in this subsection govern the time for the
decision on review and supersede the rules in the immediately
preceding Plan subsection. If the claimant's written request for
review is received more than thirty days before that committee's
meeting, a decision on review must be made at the next meeting
after the request for review has been received. If the claimant's
written request for review has been received thirty days or less
before a meeting of that committee, the decision on review must
be made at the committee's second meeting after the request for
review is received. If special circumstances (such as the need to
hold a hearing) require an extension of time for processing, the
committee's decision must be made not later than that committee's
third meeting after the request for review has been received. If
an extension of time is required, written notice of the extension
must be furnished to the claimant before the extension begins. If
notice that a claim has been denied on review is not received by
the claimant within the time required in this subsection, the
claim is deemed denied on review.
(e) Determination final. Except for a written request for review
under subsection (a), all good-faith determinations by the
Administrator are conclusive and binding on all persons, and
there is no right of appeal.
6-7
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
6.04. Death Distributions
(a) Amount to which section applies. This section applies to the
amount of a Participant's Plan Liability Account, to the value of
the portion of a Participant's Account, and to the value of the
portion of a Participant's other Benefit Entitlements for which
the Administrator has not directed a distribution or transfer
according to this Plan before the Administrator receives proof of
that Participant's death.
(b) Ordering distribution. Subject to this Plan's other provisions
about Beneficiaries, as soon as reasonably possible after a
Participant dies and after the Administrator receives (or is
deemed to receive) the appropriate claim forms, election forms,
and withholding forms, the Administrator must direct the Sponsor
to distribute funds equal to the amount that would have been the
Nonforfeitable value of the Participant's Benefit Entitlements to
which this section applies. Except as specifically provided to
the contrary in this Plan, the Administrator directs
distributions to a Participant's Beneficiary or Beneficiaries.
(c) Valuing the Benefit Entitlement. For purposes of subsection (b),
a Participant's Benefit Entitlement is valued after the
Administrator receives proof of the Participant's death according
to Plan article 7 and as of the Valuation Date that satisfies
both of these conditions:
(1) The Valuation Date is no earlier than the day of the
Participant's death.
(2) The Valuation Date is the Valuation Date immediately
before the distribution.
(d) Death before termination of employment. When a Participant who is
an Employee dies, the entire value of his Benefit Entitlement,
including any amount that is later allocated to his Account
according to this Plan that is not Nonforfeitable becomes
Nonforfeitable only to the extent
6-8
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
announced by the Sponsor. Except for announced post-death
Vesting, when a Participant who is an Employee dies, only the
Nonforfeitable value of his Benefit Entitlement, including the
Nonforfeitable portion of any amounts later allocated to his
Account according to this Plan may be distributed according to
this Plan; the Forfeitable portions are Forfeited, and the
portion of the Plan Liability Account that was not satisfied by
allocations or post-death distributions is cancelled.
(e) Death after termination of employment. When a Participant who is
not an Employee dies, only the Nonforfeitable value of his
Benefit Entitlement, including the Nonforfeitable portion of any
amounts later allocated to his Account according to this Plan may
be distributed according to this Plan; the Forfeitable portions
are Forfeited, and the portion of the Plan Liability Account that
was not satisfied by allocations or post-death distributions is
cancelled.
6.05. Distributions on Events
(a) When section applies. The provisions of this section's
subsections (b) and (d) apply when a Participant Separates from
Service for any reason, including Separation from Service caused
by Retirement, death, or Disability. The provisions of this
section's subsection (c) apply according to this Plan's lettered
exhibits describing benefit categories and Participants'
distribution elections.
(b) Allocation entitlements. Although a Participant who Separates
from Service can be eligible according to this Plan's lettered
exhibits describing benefit categories for allocations from
Employer contributions for earlier Plan Years--even if those
contributions for earlier years do not occur until after the
Participant's Separation from Service--except to the extent
provided in those lettered exhibits, a Participant who Separates
from Service is no longer an Active Participant and is not
entitled to Employer contribution allocations for the Plan Year
(or other shorter pay period used by the Administrator) in which
he Separates
6-9
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
from Service. Subject to this Plan's lettered exhibits describing
benefit categories, there are four exceptions, listed in this
subsection's paragraphs, to the general rule that Separation from
Service results immediately in loss of Active Participant status.
(1) In determining eligibility for Employer contribution
allocations generally, an Active Participant who
Separates from Service as a Covered Employee by
Retiring is an Active Participant for the Plan Year in
which he Separates.
(2) In determining eligibility for Employer contribution
allocations generally, an Active Participant who
Separates from Service as a Covered Employee while he
has a Disability is an Active Participant for the Plan
Year in which he Separates.
(3) In determining eligibility for Employer contribution
allocations generally, an Active Participant who dies
as a Covered Employee is an Active Participant for the
Plan Year in which he dies.
(4) For purposes of this Plan article 6, to the extent
that an Employer contribution allocation reduces the
portion of a Participant's Plan Liability Account that
existed before the beginning of the Plan Year (or the
shorter pay period), that allocation is not an
allocation for the current Plan Year (or the shorter
pay period).
(c) Distributions. This Plan's lettered exhibits defining benefit
categories, together with a Participant's distribution election
for each of this Plan's lettered exhibits for which that
Participant has been an Eligible Employee and has accumulated a
Benefit Entitlement, determine whether and when a Participant is
entitled to a distribution. A Participant who is entitled to any
distribution according to those lettered exhibits and his
distribution election for any reason other than death is entitled
to that distribution as soon as possible after the Plan's
appropriate Valuation Date.
6-10
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
(1) Until the Sponsor's Designee announces otherwise
according to this Plan, the appropriate Valuation Date
for this subsection for all Participants who are to
receive single-sum distributions is the first
Valuation Date that is not earlier than the day on
which the Participant becomes entitled to a
distribution.
(2) Until the Sponsor's Designee announces otherwise
according to this Plan, for each Participant who is to
receive installment payments from this Plan, each
installment has one appropriate Valuation Date for
this subsection. The appropriate Valuation Date for
the first installment is the first Valuation Date that
is not earlier than the day on which the Participant
becomes entitled to a distribution. Each later
installment has an appropriate Valuation Date that is
an anniversary (including semi-annual or more frequent
"anniversaries" for payments that are more frequent
than annually) of the first.
(3) The Sponsor's Designee may announce and implement one
or more rules for any Participant or any class of
Participants, to the effect that the appropriate
Valuation Dates for this subsection relate to the day
on which a Participant's Forfeiture occurs according
to Plan article 5.
(4) The Sponsor's Designee may announce and implement one
or more rules for any Participant or any class of
Participants, to the effect that a specifically
determinable Valuation Date or that each of a series
of specifically determinable Valuation Dates (e.g., in
the case of distributions to be accomplished
periodically) is the appropriate Valuation Date for
this subsection for each of those Participants.
(d) Involuntary Cash-out. Except as provided in this Plan's lettered
exhibits defining benefit categories, after a Participant has
Separated from Service, the Administrator may direct an
Involuntary Cash-out of that Participant's
6-11
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
entire Nonforfeitable Benefit Entitlement. The Involuntary
Cash-out may occur at any time after the Participant Separates
from Service and after a Valuation Date that satisfies the Plan
subsection entitled "General rule for valuing Benefit
Entitlements for distributions" (see Plan section 6.01(m)). After
an Involuntary Cash-out occurs, the Forfeitable value of the
cashed-out Participant's Benefit Entitlement is Forfeited (his
Plan Liability Account is cancelled).
6.06. Methods of Distribution
(a) Forms first. As provided in this Plan, but only after the
Administrator receives (or is deemed to receive) the appropriate
claim forms, election forms, and withholding forms, the
Administrator must direct the Sponsor to distribute the
Nonforfeitable value of a Participant's Benefit Entitlement. The
date for distribution entitlement is determined according to the
Plan section entitled "Distributions on Events" (see Plan section
6.05), and the method is determined by this section.
(b) Designation to Administrator. Except for a Benefit Entitlement
for which the Sponsor's Designee is allowed to (and does)
stipulate the method of distribution (which may include
single-sum, installments, life annuities, joint and survivor
annuities, or any other method), the Administrator must cause
distributions to satisfy a Participant's Benefit Entitlements
based on that Participant's distribution election for each of
this Plan's lettered exhibits for which that Participant has been
an Eligible Employee and has accumulated a Benefit Entitlement.
When a Participant is allowed to elect a distribution method for
a Benefit Entitlement, the Participant makes his election by
written designation delivered to the Administrator before the
final date announced by the Administrator according to
Administrator's Rules for that election. Except as provided
otherwise in this Plan's lettered exhibits governing the Benefit
Entitlement in question, as to each category of his Benefit
Entitlements, a Participant may indicate a preference from
6-12
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
among the methods of payment provided in this section, subject to
the provisions of Plan section 6.01, subsection (e) of this
section, and the remaining provisions in this Plan article. For
any Plan benefit that is a distribution based on an Elective
Deferral, the Administrator may not announce a date that is later
than the day before the year in which the Participant performed
the services for which the Elective Deferral benefit is to be
paid. Except as provided in subsections (d) and (g), for any
other Plan benefit, the Administrator may not announce a date
that is earlier than the Participant's Entry Date or that is
later than the end of the Plan Year preceding the Plan Year in
which the Participant performed the services that earned the
benefit. The Sponsor's Designee's stipulation supersedes any
earlier or later preference indication by a Participant, but
otherwise, the Administrator must instruct the Sponsor to make
the distribution according to the Participant's preference. When
any Benefit Entitlement, including any Account (or sub-account),
has been completely distributed, it is cancelled.
(c) Other provisions limit. An election of a distribution method may
not extend or expand any Participant or Beneficiary rights
provided in this Plan.
(d) Change requests. If a Participant or a Beneficiary wishes to
change his distribution-method election, a requested change is
not effective before it is received by the Administrator. Except
for distribution change requests accomplished within the time
allowances described in subsection (b), a change request cannot
be honored without a substantial penalty, as determined by the
Administrator. The substantial penalty may include a requirement
that a Participant consent to a Forfeiture of part of his Plan
benefits that were otherwise Nonforfeitable.
(e) Methods. Except for Benefit Entitlement distributions for which
the Sponsor's Designee is allowed to (and does) stipulate the
distribution method, and except for Benefit Entitlement
distributions governed by this Plan's lettered exhibits that
require or allow otherwise, distributions must
6-13
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
be made in one or more of the methods listed in this subsection.
According to the terms of this Plan, if a Participant Separates
from Service on account of Retirement or Disability, his Benefit
Entitlements must be distributed by either of the two methods or
a combination of the two methods listed in paragraphs (1) and
(2). If a Participant Separates from Service but not on account
of Retirement or Disability, his Benefit Entitlements must be
distributed as a single sum.
(1) Single sum. The amounts may be distributed as a
single-sum distribution in cash or other property.
(2) Installment payments. The amounts may be distributed
in cash or other property over a fixed period of time
in quarterly or annual installments with Valuation
Dates determined according to Plan section 6.05(c)(2)
or 6.05(c)(4).
The Administrator may adjust any installment-payment election as
it deems necessary to accommodate non-cash distributions.
(f) Restrictions. A distribution method may not be elected if it
provides for installment payments from this Plan of less than
$100 (or one unit of an Employer Security, if that is the form of
distribution).
(g) Further change allowed. If the amount credited to a Participant
is being paid in installments, the Sponsor's Designee may consent
to any Participant's request and direct any change in payment
method consistent with the other rules in this section, including
emergency advances according to the procedure established in this
Plan section's subsection (h). To the extent permitted and
according to the Administrator's Rules, the Participant may
request a withdrawal of part or all of his Benefit Entitlement,
change the frequency of the installments, or change the length of
the installment period. The provisions of this subsection do not
apply to any distribution based on an Elective Deferral. A
6-14
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
change request cannot be honored without a substantial penalty,
as determined by the Administrator. The substantial penalty may
include a requirement that a Participant consent to a Forfeiture
of part of his Plan benefits that were otherwise Nonforfeitable.
(h) Emergency payments. According to any Administrator's Rules it
announces, the Administrator may direct the Sponsor to make
emergency payments to a Participant or Beneficiary during a
hiatus between the Participant's Separation from Service and the
time when regular benefit payments are to begin according to Plan
section 6.05 and this section. Emergency payments are treated as
advances against the benefits ultimately due. Emergency payments
may be made only on application by a Participant or the
Participant's Beneficiaries, certifying the Separation from
Service and indicating the emergency nature of the application.
Emergency payments may not exceed the Participant's Benefit
Entitlement as determined by the Administrator; and the
Administrator may restrict any Participant's emergency payments
to an amount that is less than the Participant's Benefit
Entitlement. An emergency payment request that does not satisfy
the hardship standard in the Administrator's Rules for this Plan
section may be honored only as if it were a change request
according to subsection (d) of this section.
6-15
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
ARTICLE 7
DEATH BENEFITS
--------------
7.01. Proof of Death
The Administrator has no duty to direct a death-provoked distribution
under this Plan until it receives proof of the Participant's death.
7.02. Designation of Beneficiary.
(a) Application of section. This section applies only to the portion
of a Participant's
(1) Account and
(2) expected allocations in reduction of the coordinate
parts of his Plan Liability Account
for which the Administrator has not directed a distribution,
Benefit Entitlement payment, or a transfer according to this Plan
before the Administrator receives proof of the Participant's
death.
(b) Beneficiaries. The Sponsor's Designee may announce or
Administrator's Rules otherwise may provide that, as to any
Participant's Account or portion of an Account or as to all
Account portions from a given category of benefits according to
one of this Plan's lettered exhibits, any Participant's
Beneficiaries are the same individuals or entities as would apply
under another Sponsor-maintained employee benefit plan. Absent
such an announcement and subject to any Administrator's Rules
about Beneficiaries, a Participant may designate a Beneficiary or
Beneficiaries, indicating single, multiple, primary, or secondary
Beneficiaries. Each designation must be in writing, signed by the
Participant, and delivered to the Administrator. Each designation
is revocable. A Participant's change of Beneficiary is not
7-1
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
effective until received by the Administrator. The Administrator
and Employers are not liable for a failure to make a change
between the time requested and the Participant's death unless the
failure is willful or from gross negligence, and one party is not
liable for the failure of another party. If there is no valid
designation by the Participant, or if the designated Beneficiary
or Beneficiaries fail to survive the Participant, the Beneficiary
is the Participant's Spouse at the Participant's death; if the
Participant has no Spouse at death, then the Beneficiary is the
Participant's estate.
7-2
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
ARTICLE 8
AMENDMENT, TERMINATION, AND MERGER
----------------------------------
8.01. Exercise of Powers
(a) Source of powers. The Sponsor's exercise of each of the powers
listed in this subsection's paragraphs is limited by and is
governed by this Plan article and Plan article 10. Unless
otherwise specified or limited by this Plan, however, each of the
powers is vested in full in the Sponsor.
(1) The power to name or remove Plan Fiduciaries.
(2) The power to amend this Plan.
(3) The power to cause or allow a merger or consolidation
of this Plan with another plan.
(4) The power to cause or allow a transfer of liabilities
from or to this Plan.
(5) The power to cause or allow this Plan to be
terminated.
(6) The power to suspend benefit payments.
(b) Power to amend. This Plan section may not be amended unless the
amendment in no way endangers the rights of the Plan's current
Participants, which fact must be evidenced by the determination
of a court of competent jurisdiction or, until such a court
determines the fact, by an opinion of counsel selected by the
Administrator. That counsel's opinion must be addressed to the
Participants of this Plan and must be delivered to the
Administrator as agent for those individuals. This Plan article
may not be amended unless the amendment is either
8-1
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
(1) the correction of typographic or scriveners' errors
(which include omissions, diction errors, or sentence
structures that cause a confused or unintended
meaning) that occur in the process of drafting this
document, and each such error must be confirmed by
the Sponsor and the Sponsor's counsel who assisted in
drafting this document; or
(2) the removal or addition of provisions in furtherance
of the purpose of this Plan and without reducing the
Benefit Entitlement of Participants generally, which
facts must be evidenced by the determination of a
court of competent jurisdiction or, until such a
court determines those facts, by an opinion of
counsel selected by the Administrator. That counsel's
opinion must be addressed to the current Participants
(if there are any) and must be delivered to the
Administrator as agent for those individuals.
Every exhibit to this Plan is part of the Plan. Except as
specifically provided in this Plan, the creation or change of an
exhibit by a Fiduciary authorized in this Plan to create or
change the exhibit is a plan amendment requiring approval of the
Sponsor's Designee but not an amendment restricted by this Plan
article other than during a Suspension Period. Any other creation
or change in an exhibit is an amendment that requires approval by
the Sponsor's Designee and is restricted by this Plan article
unless the exhibit itself provides otherwise (for example, the
exhibit of Alternate Administrators described in the Plan
subsection entitled "Alternate Administrator appointment" (see
Plan section 10.05(b)) normally would not be the type of exhibit
restricted by this Plan article other than during a Suspension
Period. During a Suspension Period, the creation or change of an
exhibit for any section in this Plan article or any lettered
exhibit describing a benefit arrangement is a Plan amendment
limited by this article.
8-2
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
(c) General power to amend, terminate, or transfer liabilities.
Except as otherwise specifically provided in this Plan article
and in Plan article 10, the Sponsor has the power and right to:
(1) amend this Plan in whole or in part;
(2) terminate this Plan in whole or in part or suspend
any benefit payments;
(3) cause liabilities to be allocated within this Plan or
to be transferred to or from this Plan; and
(4) name Plan Fiduciaries.
(d) Sponsor's powers suspended. The Sponsor's powers described in
subsections (a), (b), and (c) are suspended according to the Plan
section entitled "Trigger Events, Restoration Events, and
Consequences" (see Plan section 8.10) during a Suspension Period.
8.02. Amendment
(a) Sponsor. Except as specifically provided in this Plan (for
example, as provided in Plan article 10, Plan section 8.01, Plan
section 8.09, Plan section 8.10, and subsection (b) of this Plan
section), the Sponsor retains the right
(1) to prospectively or retroactively amend this Plan to
establish or retain the status of this Plan under the
provisions of the Plan subsection entitled
"Qualification intended" (see Plan section 3.02(b));
and
(2) to amend this Plan in any other manner.
An amendment is effective on the date indicated in any written
instrument that is executed by the Sponsor (or by the person
specified according to Plan section 8.09(b), when the Sponsor's
power is suspended or has been terminated) and delivered to the
Administrator.
8-3
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
(b) Forfeitures of Benefit Entitlements, other effects. Except as
specifically provided in this Plan, an amendment may cause a
Forfeiture of any Participant's Benefit Entitlement that is not
vested (Nonforfeitable). An amendment that affects the rights,
duties, or responsibilities of any Fiduciary may not be made
without that Fiduciary's written consent.
8.03. Plan Merger or Liability Transfer
There are no liabilities that are subject to ERISA section 208, and the
merger or consolidation of this Plan with, or the transfer of
liabilities of this Plan to another employee benefit plan or the
transfer of liabilities of another plan to this Plan may be accomplished
without regard to whether each Participant's Benefit Entitlement
immediately after the merger, consolidation, or transfer is (when
computed as if the surviving or receiving plan had immediately
terminated) equal to or greater than the Benefit Entitlement to which
the Participant would have been entitled if this Plan had terminated
immediately before the merger, consolidation, or transfer.
8.04. Discontinuance of Contributions or Benefit Payments
The Employers may not reduce or discontinue Employer contributions or
benefit payments in satisfaction of Nonforfeitable Benefit Entitlements.
8.05. Termination
(a) General termination rules. The Sponsor's Designee (or the person
specified according to the Plan subsection entitled "Power to
terminate" (see Plan section 8.09(c)), when the Sponsor's power
is suspended or has been terminated), has the right at any time
to terminate this Plan wholly or partly, subject to the
provisions of the Plan sections entitled "Exercise of Powers" and
"Trigger Events, Restoration Events, and Consequences" (see Plan
sections 8.01 and 8.10).
8-4
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
(b) Notice. Notice of a termination must be given to the
Participants, to the Administrator, and to all necessary
authorities. If any authority's approval is necessary,
termination is effective according to that approval; otherwise,
the date of the notice or a later date designated in the notice
is the termination date for purposes of this Plan article. To the
extent that any Benefit Entitlement is Forfeitable, that Benefit
Entitlement is Forfeited upon the termination of the Plan.
Nonforfeitable Benefit Entitlements are payable according to the
Plan section entitled "Benefits Supported Only by Sponsor" (see
Plan section 1.05) upon the Plan's termination.
(c) Termination as to specific Participants or groups of
Participants. To the extent of any Benefit Entitlement that is
not Nonforfeitable, the Sponsor's Designee (or the person
specified according to the Plan subsection entitled "Power to
terminate" (see Plan section 8.09(c)), when the Sponsor's power
is suspended or has been terminated), has the right at any time
to prospectively terminate the rights of any Participant or
Beneficiary under the Plan and to prospectively terminate
eligibility to receive Plan benefits as to any Participant, any
Beneficiary, or any group of Participants or Beneficiaries.
(d) Termination as to specific Plan benefits. To the extent of any
Benefit Entitlement that is not Nonforfeitable, for any Benefit
Entitlement that is terminated, or for all Benefit Entitlements
if the Plan terminates, except as authorized by the Sponsor's
Designee (or the person specified according to the Plan
subsection entitled "Power to terminate" (see Plan section
8.09(c)), when the Sponsor's power is suspended or has been
terminated), expressly in any action causing the termination of
the Benefit Entitlement or the Plan, no further benefit payments
are provided by the Plan, regardless of when the event that gave
rise to a potential benefit payment occurred.
(e) Partial termination. If the Plan partially terminates (determined
by the Administrator in a manner consistent
8-5
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
with legal authorities), all affected Benefit Entitlements or any
Benefit Entitlement to the extent affected may then be treated by
the Administrator (acting at its discretion) as if the Plan had
terminated.
8.06. Effect of Employer Transactions
If an Employer is merged or consolidated with any other business, or is
succeeded by a corporation or any other legal entity that acquires
substantially all of the Employer's assets, the surviving or purchasing
corporation or legal entity may elect to continue this Plan as to that
Employer's Participants. If a Participant continues work with the
surviving or purchasing legal entity but does not qualify by law to
continue as a Participant, the Administrator must determine the options
available that would not render this Plan at any time revocable,
invalid, or inconsistent with the Plan subsection entitled
"Qualification intended" (see Plan section 3.02(b)) and must treat that
Participant's interests in the manner the Administrator deems most
beneficial to that Participant.
8.07. Satisfaction of Benefit Entitlements
Upon this Plan termination, the Sponsor must cause each Employer to
contribute or pay benefits in satisfaction of Nonforfeitable Benefit
Entitlements. After the Plan terminates, according to Plan section 8.05,
and after all Nonforfeitable Benefit Entitlements are satisfied, the
Plan's provisions are all of no further effect, and all Fiduciaries are
discharged.
8.08. Restrictions Applicable Under Certain Circumstances
During any period in which a Sponsor power is suspended or terminated
according to the Plan section entitled "Trigger Events, Restoration
Events, and Consequences" (see Plan section 8.10), an individual who is
vested according to the Plan section entitled "Rules About Entities
Exercising Powers" (see Plan section 8.09) with that Sponsor power or
who is part of an entity or body vested with that Sponsor power must not
act to cause any benefit payment or allocation to himself. In the case
of a member of a body or entity, the individual's benefit or allocation
must be determined by
8-6
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
secret ballot of the remaining members of that body or entity. If that
ballot results in a tie vote or if the individual in question is not a
member of a body or entity, the benefit or allocation is determined by
the individual living Fiduciary named in Exhibit 8.08. If there is no
living person named in Exhibit 8.08, the Administrator must petition a
court with proper jurisdiction to name an individual living Fiduciary
for Exhibit 8.08.
8.09. Rules About Entities Exercising Powers
(a) Exhibits. This Plan section allows identified exhibits to be
appended to the Plan to facilitate the operation of the Plan when
the Sponsor's powers are suspended or terminated according to the
Plan section entitled "Trigger Events, Restoration Events, and
Consequences" (see Plan section 8.10).
(b) Power to amend. The Sponsor's powers in this Plan to amend the
Plan are suspended or terminated according to the Plan subsection
entitled "Limitation on amendment and termination rights" (see
Plan section 8.10(b)). Whenever the Sponsor may not amend this
Plan, the Sponsor's power to amend becomes the power to direct
the Administrator to cause an amendment, and that power is vested
in the person or persons identified in Exhibit 8.09(b). If there
is no validly completed Exhibit 8.09(b), the Sponsor's power to
amend is vested in the Administrator.
(c) Power to terminate. The Sponsor's powers in this Plan to
terminate the Plan or any part of it are suspended or terminated
according to the Plan subsection entitled "Limitation on
amendment and termination rights" (see Plan section 8.10(b)).
Whenever the Sponsor may not terminate this Plan, the Sponsor's
power to terminate becomes the power to direct the Administrator
to cause the Plan's termination, and that power is vested in the
person or persons identified in Exhibit 8.09(c). If there is no
validly completed Exhibit 8.09(c), the Sponsor's power to
terminate is vested in the Administrator.
8-7
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
(d) Power over mergers. The Sponsor's powers in this Plan to cause or
allow a merger or consolidation of this Plan with another plan
are suspended or terminated according to the Plan subsection
entitled "Mergers and liability transfers" (see Plan section
8.10(c)). Whenever the Sponsor may not cause or allow a merger or
consolidation of this Plan with another plan, the Sponsor's power
to cause or allow a merger or consolidation of this Plan with
another plan becomes the power to direct the Administrator to
cause or allow a merger or consolidation, and that power is
vested in the person or persons identified in Exhibit 8.09(d). If
there is no validly completed Exhibit 8.09(d), the Sponsor's
power to cause or allow a merger or consolidation of this Plan
with another plan is vested in the Administrator.
(e) Power over liability, transfers. The Sponsor's powers in this
Plan to cause or allow a transfer of liabilities from or to this
Plan are suspended or terminated according to the Plan subsection
entitled "Mergers and liability transfers" (see Plan section
8.10(c)). Whenever the Sponsor may not cause or allow a transfer
of liabilities from or to this Plan, the Sponsor's power to cause
or allow a transfer of liabilities from or to this Plan becomes
the power to direct the Administrator to cause or allow a
transfer of liabilities, and that power is vested in the person
or persons identified in Exhibit 8.09(e). If there is no validly
completed Exhibit 8.09(e), the Sponsor's power to cause or allow
a transfer of liabilities from or to this Plan is vested in the
Administrator.
(f) Power to delegate. The Sponsor's powers in this Plan to delegate
Fiduciary responsibilities not otherwise delegated in this Plan
are suspended according to the Plan subsection entitled "Other
powers suspended" (see Plan section 8.10(f). Whenever the Sponsor
may not exercise those powers, the Sponsor's powers are vested in
the person or persons identified in Exhibit 8.09(f), which may
specify different persons for different delegation powers. If
there is no validly completed Exhibit 8.09(f) or if Exhibit
8.09(f) fails to identify
8-8
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
a person for a delegation power, then each power not otherwise
vested is vested in the Administrator.
(g) Other powers. The Sponsor's powers under this Plan not previously
described in this Plan section are suspended according to the
Plan subsection entitled "Other powers suspended" (see Plan
section 8.10(f)). If there is any such Sponsor power that is
suspended or terminated and that power is not otherwise vested
according to this Plan section or Plan article 10, if the
suspension or termination of that power would cause this Plan to
fail to operate because there is no Fiduciary otherwise empowered
to act alone, then that power is vested in the Administrator
except to the extent that the power is identified and vested in
another person or persons according to any validly completed
Exhibit 8.09(g).
(h) Relationship to other Plan provisions. Whenever this section
results in the suspension or termination of the Sponsor's powers,
that suspension or termination is effective without regard to
other Plan provisions that appear to allow those powers to
continue to be exercised by the Sponsor. This section's
substitution of individuals or entities to exercise the Sponsor's
powers, however, operate only to the extent that some other
individual or entity has not been identified elsewhere in this
Plan (for example, Plan article 10) as the Sponsor's substitute
or as the transferee of that power.
(i) Exercise of power. To the extent that this Plan suspends a power
of the Sponsor and vests that power in another, if this Plan
otherwise requires that power to be exercised by the
Administrator, then that power becomes the power to direct the
Administrator to cause or take the action that is the subject of
that power.
8.10. Trigger Events, Restoration Events, and Consequences
(a) Application of section. This section's remaining subsections
apply only during a Suspension Period.
8-9
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
(b) Limitation on amendment and termination rights. This subsection
governs the right to amend or terminate this Plan during a
Suspension Period. After a First-tier Trigger Event and for the
duration of the Suspension Period, the Sponsor may not amend this
Plan if, in the Administrator's opinion, that amendment would
cause a reduction of any Benefit Entitlement or any other form of
dilution of the interests of the Participants in this Plan,
measured on the day before the First-tier Trigger Event. After a
Second-tier Trigger Event or a Financial Trigger Event and for
the duration of the Suspension Period, the Sponsor may not amend
or terminate the Plan.
(c) Mergers and liability transfers. This subsection governs the
transfer of liabilities to and from this Plan during a Suspension
Period. During a Suspension Period, the Sponsor's power to cause
or allow a merger or consolidation of this Plan with another plan
is suspended; the Sponsor's power to cause or allow transfers of
liabilities from or to this Plan is also suspended.
(d) Consent to actions of Administrator. During a Suspension Period,
any Plan provision requiring the Administrator to act only with
the Sponsor's consent is not effective to require the Sponsor's
consent; except for Sponsor powers vested in other persons
according to the Plan section entitled "Rules About Entities
Exercising Powers" (see Plan section 8.09) or Plan article 10,
and except when this Plan requires another Fiduciary's consent,
the Administrator is authorized to act alone.
(e) Consent to actions of Committees. During a Suspension Period, any
Plan provision requiring any Plan Committee or any other
committee to act only with the Sponsor's consent is not effective
to require the Sponsor's consent; except for Sponsor powers
vested in other persons according to the Plan section entitled
"Rules About Entities Exercising Powers" (see Plan section 8.09)
or Plan article 10, and except when this
8-10
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
Plan requires another Fiduciary's consent, any Plan Committee or
any other committee is authorized to act alone.
(f) Other powers suspended. During a Suspension Period, the Sponsor's
powers to delegate fiduciary responsibilities not otherwise
delegated in this Plan and to make any determination within the
jurisdiction of any Administrator or any committee are suspended.
During a Suspension Period, the Sponsor's powers not otherwise
suspended according to this Plan section are suspended.
(g) Restoration events. According to this subsection, if any other
provisions of this Plan section have been effected, causing a
suspension of the Sponsor's powers, that other subsection no
longer applies on the earliest of the dates described in this
subsection's paragraphs.
(1) One date is three calendar years after the most
recent Trigger Event that provoked the suspension of
powers, subject to an infinite number of one-year
extensions if the Administrator so determines, in the
December before the expiration of this paragraph's
effective time.
(2) Another date is the day on which the Administrator
determines that all transactions provoking Trigger
Events have been unwound or reversed, whether by
mutual agreement of the parties, operation of law, or
a court of competent jurisdiction.
(3) Another date is the day on which the Administrator
determines that the Sponsor's powers are restored,
but the Administrator may not act under this
subsection for one calendar year following the most
recent Trigger Event that provoked the suspension of
the Sponsor's powers.
Despite this section, as long as the Crestar Financial
Corporation OMNI Trust Agreement is in existence, a Restoration
Event cannot operate to end a Suspension
8-11
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
Period under this Plan during any period in which a Suspension
Period (as defined in the Crestar Financial Corporation OMNI Trust
Agreement) is in effect under that trust agreement.
8-12
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
Exhibit 8.08
This exhibit, according to Plan section 8.08, names an individual
living Fiduciary to determine certain benefits or allocations.
That person is
_________________________________________________________________
_________________________________________________________________
Date:_________________________________
8-13
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
Exhibit 8.09(b)
This exhibit, according to Plan section 8.09(b), names a person
or persons to have the power to amend the Plan. The person is or
the persons are
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
Date:_________________________________________
8-14
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
Exhibit 8.09(c)
This exhibit, according to Plan section 8.09(c), names a person
or persons to have the power to terminate the Plan. The person is
or the persons are
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
Date:_________________________________________
8-15
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
Exhibit 8.09(d)
This exhibit, according to Plan section 8.09(d), names a person
or persons to have the power to cause or allow a merger or a
consolidation of the Plan with another plan. The person is or the
persons are
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
Date:_________________________________________
8-16
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
Exhibit 8.09(e)
This exhibit, according to Plan section 8.09(e), names a person
or persons to have the power to cause or allow a transfer of
liabilities from this Plan to another plan or from another plan
to this Plan. The person is or the persons are
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
Date:_________________________________________
8-17
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
Exhibit 8.09(f)
This exhibit, according to Plan section 8.09(f), names a person
or persons to have the power to delegate Fiduciary
responsibilities not otherwise delegated in the Plan. The person
is or the persons are determined according to this table.
Person(s) Specified Delegation Power
--------- --------------------------
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
Date:_________________________________________
8-18
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
Exhibit 8.09(g)
This exhibit, according to Plan section 8.09(g), names a person
or persons to have the Sponsor's powers not described in
subsections (b) through (f) of Plan section 8.09. The person is
or the persons are determined according to this table.
Person(s) Specified Power
--------- ---------------
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
Date:_________________________________________
8-19
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
ARTICLE 9
PHANTOM INVESTMENTS AND RELATED RULES
-------------------------------------
9.01. Suspension Periods
This Plan article 9 reserves to the Sponsor certain discretionary
authority and powers; all Sponsor powers, however, are exercised by
other Fiduciaries according to this Plan during a Suspension Period. A
reference to the Sponsor or a reference to acts of the Sponsor's
Designee on behalf of the Sponsor in this Plan article 9 in the context
of a power is, during any Suspension Period, a reference to the
Fiduciary authorized to exercise that power.
9.02. Phantom Investment Options
(a) Participant direction. Subject to any procedures that are added
to the Administrator's Rules by the Sponsor's Designee or the
Administrator according to this Plan governing the rights of
Participants to direct Phantom Investments, a Participant may
direct the Administrator in writing to attribute Phantom
Investments for his Plan Liability Account in one or more
specified investment media, as provided for in this Plan.
(b) Changes in investments. A Participant may change the attributed
Phantom Investments for his Plan Liability Account among any
approved funds or other approved investments according to this
Plan's procedures. The Sponsor's Designee must announce the dates
on which the Participants may change their Phantom Investments
among the investment media approved for the Plan.
9.03. Participant-directed Phantom Investments
(a) Conditional effectiveness. Participant directions according to
this Plan section are not effective until the Administrator or
the Sponsor's Designee notifies Participants that this section is
effective and notifies them of any rules affecting their
directions. A notice according to this subsection must specify
9-1
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
all portions of a Participant's Benefit Entitlement to which it
applies (different specifications, determined on an individual
Participant-by-Participant basis, are permissible), all
provisions of the Plan section to which it applies, and the date
or dates on and through which it is effective. Phantom
Investments may be directed according to this Plan section and
any of its subsections, subject to any rules and limitations
periodically created, modified, and announced by the Sponsor's
Designee on behalf of the Sponsor.
(b) Phantom Investments. The Sponsor's Designee may announce
Administrator's Rules authorizing and governing Participant
directions of Phantom Investments. Unless otherwise provided in
the Administrator's Rules, any Phantom Investment directed by a
Participant is accomplished as if that Participant could have
directed an identical investment from his Account, calculated as
if that Participant's Plan Liability Account had been eliminated
by allocations to the coordinate portions of the Participant's
Account. The Administrator's Rules may restrict Phantom
Investments in any manner. When creating the Administrator's
Rules authorized by this subsection, the Sponsor's Designee also
must cause the nominal results of a Participant's Phantom
Investments to be adjustments to that Participant's Plan
Liability Account in the manner described in the Plan article 3
subsection entitled "Adjustments" (see Plan section 3.09(d)).
(c) Participant directions limited. A Participant's directed Phantom
Investments under this Plan section may not exceed the total
value of the Participant's Accounts (calculated as if that
Participant's Plan Liability Account had been eliminated by
allocations to the coordinate portions of the Participant's
Account) corresponding to the identified Accounts or portions of
Accounts (if any) specified (for all Participants generally or
for any Participant individually) by the Sponsor's Designee as
subject to this section. The Sponsor's Designee may designate
administratively convenient times for Participants to exercise
their rights under this Plan section.
9-2
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
(d) Communication of directions. To the extent that a Participant may
direct investments according to this Plan, unless specifically
provided otherwise according to this Plan section or the
Administrator's Rules, that Participant's investment directions
may be communicated to the Administrator at intervals and times
acceptable to the Administrator. A Participant's investment
directions under this Plan section are continuing directions
until a timely request for a change in investments is received by
the Administrator. To the extent that a Participant may direct
investments according to this Plan, unless specifically provided
otherwise in this Plan section or the Administrator's Rules,
until that Participant's first timely investment direction is
effective, that portion of that Participant's Account must be
invested as it would have been invested if it had been an account
under the Crestar Employees' Thrift and Profit-Sharing Plan. The
Sponsor's Designee may direct the Administrator to change and
announce a different minimum notice period for Participant
directions (and direction changes) under this Plan section or any
of its subsections and also to change and announce the date or
one or more dates during the year on which Participant directions
will be executed.
(e) Directed investments. Except as provided in the Administrator's
Rules or subsections (f), (k), and (1), as to any Account or
portion of his Account that is subject to his own investment
directions according to this Plan, a Participant may direct the
investment of his Account into any investment permissible under
this Plan, including any of the investment media approved by the
Sponsor's Designee. To direct investments, a Participant must
complete the appropriate forms provided by the Administrator and
return those forms to the Administrator no later than the dates
announced by the Administrator.
(f) Percentage limitations. This subsection applies to an Account or
a portion of an Account only to the extent that a Participant may
direct investments from that Account or portion according to this
Plan. Subject to any contrary determinations announced by the
Administrator or by the Sponsor's Designee, a Participant's
investment directions must
9-3
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
be in whole percentages and in increments of twenty-five percent
of his Account. Determinations by the Sponsor's Designee
according to the preceding sentence supersede the Administrator's
and may apply on an individual Participant basis. Except as
otherwise provided in the Administrator's Rules, a Participant's
directions must cover the entire amount of his Account. Except as
otherwise provided in the Administrator's Rules, a Participant
may direct the investment of his Account into one or more funds
or media as long as those directions do not result in an
investment in one fund of less than twenty-five percent (or that
other percentage announced by the Sponsor's Designee) of the
Participant's Account. Except as otherwise provided in the
Administrator's Rules, the minimum amount that a Participant may
transfer from one investment medium to another must be at least
twenty-five percent of that Participant's Account (or such lesser
or greater percentage figure announced by the Administrator) or,
if less, the entire amount of that Participant's investment in
that investment medium.
(g) Direction by Participants. Subject to the limitations of
subsection (a) and to any minimum notice periods announced by the
Sponsor's Designee, at the Administrator-certified written
direction of any Participant (but not--after the Participant has
died--the Participant's Beneficiaries), the Sponsor's Designee
must cause that Participant's Phantom Investment decisions to be
linked to adjustments to that Participant's Plan Liability
Account so that the Participant's Plan Liability Account
increases or decreases as if it had been invested according to
the Phantom Investment. Subject to Administrator's Rules or other
limitations to the contrary created, modified, and announced
periodically by the Sponsor's Designee, a Participant may direct
Phantom Investments into securities of an Employer or an
Affiliate or into property that, if held by a Qualified Trust,
would be Qualifying Employer Real Property.
(h) Creation or cancellation of funds. The Sponsor's Designee may
direct the creation of one or more "investment funds"
9-4
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
into which Participants may direct Phantom Investments for their
Accounts. Similarly, the Sponsor's Designee may cancel any such
"investment funds."
(i) Fund for Nondirected Accounts. The remaining sentences of this
subsection are effective only when the Sponsor's Designee so
announces. If a Participant chooses not to direct the Phantom
Investment of all or part of his Account, his Account or that
portion of his Account that is otherwise subject to his direction
according to this Plan's subsections must be deemed to have been
invested in a cash-equivalent investment (such as a money-market
fund) until he directs otherwise.
(j) Other Participant rights. To the extent that the Sponsor's
Designee has agreed to permit it and has so announced to all
affected Participants selected by the Sponsor's Designee, each
Participant may delegate his right to select investments and
reinvestments and to select brokers, salesmen, or agents. If a
Participant dies before his Account is totally distributed, all
of that Participant's rights, powers, and control according to
this Plan section immediately terminate.
(k) Separation from Service. The remaining sentences of this
subsection are effective only when the Sponsor's Designee so
announces. If a Participant is Separated from Service and his
Account is to be distributed in installments or if distribution
is to be delayed more than six months after the normal payment
date for a single-sum distribution, that Participant's Account
for postponed distributions may be deemed to be invested in a
cash-equivalent investment (such as a money-market fund) as of
the first day of the Plan Year coincident with or immediately
after the date that makes this subsection applicable to his
Account.
(1) Post-employment rights. To the extent that the Sponsor's Designee
has agreed to permit it and has so announced to all affected
Participants selected by the Sponsor's Designee, if a Participant
terminates employment with the Employers, the Participant may
continue to direct Phantom Investments of that Participant's
Nonforfeitable Benefit Entitlement.
9-5
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
Upon his termination of employment with the Employers, a
Participant's rights to direct Phantom Investments according to
this Plan section stop as to all portions of his Accounts that
are Forfeitable.
9-6
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
ARTICLE 10
ADMINISTRATION
--------------
10.01. Named Fiduciaries, Allocation of Responsibility
(a) Suspension Periods. This Plan article 10 and other articles in
this Plan reserve to the Sponsor certain discretionary authority
and powers; all Sponsor powers, however, are exercised by other
Fiduciaries according to this Plan during a Suspension Period. A
reference to the Sponsor or a reference to acts of the Sponsor's
Designee in this Plan article 10 or in any other Plan article in
the context of a power is, during any Suspension Period, a
reference to the Fiduciary authorized to exercise that power.
(b) Named Fiduciaries. This Plan's Named Fiduciaries are the Sponsor,
the Administrator, and any Alternate Administrators. Each Named
Fiduciary is severally liable for its responsibilities according
to the terms of this Plan.
(c) Multiple-person Fiduciaries. A Fiduciary may be made up of more
than one person (as defined in ERISA section 3(9) and for this
Plan, a person includes an individual, a partnership, a joint
venture, a corporation, a mutual company, a joint-stock company,
an unincorporated organization, an association, or an employee
organization). A multiple-person Administrator is made up of
Administrator-members. Any other multiple-person Fiduciary is
made up of Fiduciary-members. In describing notices,
responsibilities, liability limitations, and the like, this
Plan's references to an Administrator extend to the constituent
Administrator-members, its references to an Alternate
Administrator extend to the constituent Alternate
Administrator-members, and its references to any other Fiduciary
extend to the constituent Fiduciary-members. Any Fiduciary may
require the Sponsor to certify in writing to it the names of
those persons who constitute a multiple-person Fiduciary. A
Fiduciary may rely on such a certification it receives and may
assume that those
10-1
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
persons continue to constitute that Fiduciary until a new
certificate is received.
(d) Sponsor. Except as provided in this Plan article, only the
Sponsor's Designee may name the Administrator and the Alternate
Administrators. Except as provided in this Plan article, only the
Sponsor's Designee may designate other Named Fiduciaries.
(e) Administrator. The Administrator has only the responsibilities
described in this Plan and the responsibilities delegated by the
Sponsor's Designee and accepted by the Administrator.
(f) Alternate Administrators. An Alternate Administrator or, if there
are no Alternate Administrators, the Administrator under the
Crestar Financial Corporation Permanent Executive Benefit Plan,
becomes the Administrator under certain circumstances described
in this Plan article.
(g) Lack of designation. Except as provided in this article and in
Plan article 8, all responsibilities not specifically delegated
to another Named Fiduciary remain with the Sponsor, including
designating all additional Fiduciaries not named in this Plan.
Responsibility for contributions and Benefit Entitlement payments
is determined according to Plan article 3. Except as provided in
this article and in Plan article 8, the Sponsor's Designee has
the power to delegate Fiduciary responsibilities not specifically
delegated by the terms of this Plan. A delegation may be made to
any individual or entity. Except as provided in this article and
in Plan article 8, each person to whom Fiduciary responsibility
is delegated serves at the Sponsor's pleasure and for the
compensation determined in advance by the Sponsor and that
person, except as prohibited by law. A person to whom Fiduciary
responsibility is delegated may resign after thirty days' notice
in writing delivered to the Sponsor. Except as provided in this
article and in Plan article 8, the Sponsor's Designee may make
additional delegations, including delegations occasioned by
resignation, death, or other cause, and
10-2
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
including delegations to successor Administrators or members of
the Administrator and successor Alternate Administrators or
members of Alternate Administrators.
(h) Allocation of responsibility. This Plan allocates to each Named
Fiduciary the individual responsibilities assigned.
Responsibilities are not shared by Named Fiduciaries unless the
sharing is provided specifically in this Plan.
(i) Separate liability. Whenever one Named Fiduciary is required by
the Plan to follow the directions of another Named Fiduciary, the
two have not been assigned to share the responsibility. The Named
Fiduciary giving directions bears the sole responsibility for
those directions, and the responsibility of the Named Fiduciary
receiving those directions is to follow those directions as long
as on their face the directions are not improper under applicable
law.
10.02. Administrator Appointment, Removal, Successors, Except During a
Suspension Period
(a) Application of section. The remaining provisions of this Plan
section 10.02 are effective during any period that is not a
Suspension Period.
(b) Administrator appointment. The Sponsor's Designee may name the
Administrator to administer the Plan. There may be one or more
individuals or entities acting as the Administrator under this
Plan, as the Sponsor's Designee determines. If there is no
Administrator, the Sponsor is the Administrator until a different
Administrator is named and accepts its responsibilities under
this Plan. According to the same procedures that apply to the
appointment of a successor member, additional individuals and
entities may be appointed to become members of the Administrator.
(c) Administrator resignation, removal. If the Administrator is not
made up of more than one person, that Administrator may resign on
thirty days' notice in writing to the Sponsor. If the
Administrator is made up of more than one person,
10-3
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
any of those persons may resign on thirty days' notice in writing
to the Sponsor. The Sponsor may remove the Administrator or any
Administrator-member by thirty days' written notice to the
Administrator or to the Administrator-member in question. The
Sponsor and the Administrator or a Administrator-member may agree
to a shorter notice period for resignation or removal.
(d) Successor Administrator appointment. If the Administrator resigns
or is removed or otherwise ceases to serve, or if all of the
persons who make up the Administrator resign or are removed or
otherwise cease to serve, the Sponsor's Designee may appoint a
successor Administrator. A successor Administrator appointed
according to this subsection has the same qualifications as the
original Administrator.
(e) Successor Administration-member appointment. If an
Administrator-member resigns or is removed or otherwise ceases to
serve, the Sponsor's Designee may appoint a successor member. An
additional Administrator-member or successor Administrator-member
has the same qualifications as the original
Administrator-members.
(f) Qualification. Each successor Administrator, each person who is a
successor to an Administrator-member, and each additional
Administrator-member may qualify after his appointment by
executing, acknowledging, and delivering acceptance to the
Sponsor in a form satisfactory to the Sponsor's Designee; each
successor without further act, deed, or conveyance is vested with
all the estate, rights, powers, discretion, duties, and
obligations of his predecessor, and each additional person is
similarly vested, just as if originally named as the
Administrator or as an Administrator-member in this Plan.
10.03. Administrator Appointment, Removal, Successors During a Suspension
Period
(a) Application of section. The remaining provisions of this Plan
section 10.03 are effective only during a Suspension
10-4
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
Period. Despite the preceding sentence, the first sentence of
subsection (e) is effective at all times, subject to Plan article
8.
(b) General. There may be one or more individuals or entities acting
as the Administrator under this Plan.
(c) Suspension of Sponsor's powers. The Sponsor may not appoint or
remove the Administrator, any successor Administrator, any
Administrator-member, or any successor or additional
Administrator-member.
(d) Removal. When a Trigger Event occurs, if the Administrator or an
Administrator-member is the Sponsor, an Employer, an ERISA
Affiliate, or a Related Entity, that Administrator or
Administrator-member is removed and the Alternate Administrator
that is next in line (according to the exhibit referred to in the
Plan subsection entitled "Alternate Administrator appointment"
(see Plan section 10.05(b))) to become the successor
Administrator succeeds the departing Administrator. If the
Administrator or an Administrator-member later determines that it
is the Sponsor, an Employer, an ERISA Affiliate, or a Related
Party, that Administrator or Administrator-member must
immediately provide all other Administrator-members and the
Alternate Administrator that is next in line (according to the
exhibit referred to in the Plan subsection entitled "Alternate
Administrator appointment" (see Plan section 10.05(b))) to become
the successor Administrator with written notice of that
relationship; that Administrator or Administrator-member is
removed and that Alternate Administrator that is next in line to
become the successor Administrator succeeds the departing
Administrator. If there are no Alternate Administrators to
succeed an Administrator according to this subsection, the
Administrator of the Crestar Financial Corporation Permanent
Executive Benefit Plan is the Alternate Administrator unless that
entity is the Sponsor itself, another Employer, an ERISA
Affiliate, or a Related Entity. Removal of an Administrator
10-5
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
under this subsection is effective immediately if there is a
successor Administrator under this subsection. If there is no
successor Administrator under this subsection (because there are
no Alternate Administrators), the departing Administrator (even
if that entity is the Sponsor itself, another Employer, an ERISA
Affiliate, or a Related Entity) must immediately apply to a court
of competent jurisdiction to have a successor appointed; removal
of the Administrator (even if that entity is the Sponsor itself,
another Employer, an ERISA Affiliate, or a Related Entity) is not
effective until a successor is so appointed and begins his
service as Administrator.
(e) Removal for interest. The remaining provisions of this subsection
are not effective until the Sponsor's Designee announces that
they are effective. Even if an Administrator or
Administrator-member is not the Sponsor, an Employer, an ERISA
Affiliate, or a Related Entity, any Fiduciary may suggest the
removal of the Administrator or an Administrator-member by
providing written notice as described in the next two sentences.
In the case of the Administrator, the notice must be provided to
the Administrator and the Sponsor; in the case of an
Administrator-member, the notice must be provided to the Sponsor,
the affected member, and to all other Administrator-members. The
written notice must state that, in the opinion of that Fiduciary,
that Administrator or Administrator-member should not continue to
serve because of the existence of or the appearance of control or
an interest that is inconsistent with that Administrator's or
Administrator-member's ability to act for the benefit of the
Participants under the Plan. If the Administrator or
Administrator-member does not consent to the proposed removal,
then to pursue the removal, the proposing Fiduciary must provide
to one or more other Fiduciaries the written notice described in
the prior sentence. If one other Fiduciary consents to the
proposed removal, the removal is effective (and the
Administrator's successor is determined) as if it had occurred
under the preceding subsection. If at least one other Fiduciary
does not consent to the proposed removal (or if there are no
other Fiduciaries and the Administrator or Administrator-member
that is targeted for
10-6
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
removal does not consent to the removal), then the matter must be
resolved by arbitration, to be held in Richmond, Virginia in
accordance with the rules and procedures of the American
Arbitration Association. All costs, fees, and expenses of any
arbitration in accordance with this subsection that results in
removal shall be borne by, and be obligation of, the removed
Administrator or Administrator-member. All costs, fees, and
expenses of any such arbitration that does not result in removal
shall be borne by, and be the obligation of, the Sponsor. Removal
of an Administrator under this subsection is effective (and the
Administrator's successor is determined) as if it had occurred
under the preceding subsection.
(f) Resignation. The Administrator may resign on thirty days' notice
in writing to the Alternate Administrator that is next in line
(according to the exhibit referred to in the Plan subsection
entitled "Alternate Administrator appointment" (see Plan section
10.05(b))) to become the successor Administrator. The
Administrator and that Alternate Administrator may agree to a
shorter notice period. If there is no Alternate Administrator to
become the successor Administrator, then the Administrator's
resignation cannot be effective until he appoints a successor
Administrator and until that successor begins his service as
Administrator. Alternatively, the resigning Administrator may
apply to a court of competent jurisdiction to have a successor
appointed; and the Administrator's resignation is not effective
until a successor is so appointed and begins his service as
Administrator. Any Administrator-member (but not the sole
remaining member of an Administrator) may resign on thirty days'
notice in writing to the remaining members of that Administrator.
The Administrator-members may agree to a shorter notice period. A
sole remaining member's resignation must comply with subsection
(f) of this section.
(g) Successor appointment. A successor Administrator may not be the
Sponsor, an Employer, an ERISA Affiliate, or a Related Entity,
and each successor Administrator is subject to all of this
section's provisions.
10-7
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
(h) Additional and Successor Administrator-members; continuing
service. The Administrator may appoint additional and successor
Administrator-members. An additional or successor
Administrator-member may not be the Sponsor, an Employer, an
ERISA Affiliate, or a Related Entity, and each additional and
successor Administrator-member is subject to all of this
section's provisions. Subject to this section's provisions on
removal and resignation, the Administrator and each
Administrator-member continue to serve.
(i) Qualification. Each person who is a successor to an
Administrator-member and each additional Administrator-member may
qualify after his appointment by executing, acknowledging, and
delivering acceptance to the administrator in a form satisfactory
to the Administrator; each successor Administrator may qualify
after appointment by executing, acknowledging, and delivering
acceptance to the predecessor Administrator in a form
satisfactory to that predecessor; each successor without further
act, deed, or conveyance is vested with all the estate, rights,
powers, discretion, duties, and obligations of his predecessor,
and each additional person is similarly vested, just as if
originally named as the Administrator or as an
Administrator-member in this Plan.
10.04. Alternate Administrator Appointment, Removal, Successors, Except During
a Suspension Period
(a) Application of section. The remaining provisions of this Plan
section 10.04 are effective during any period that is not a
Suspension Period.
(b) Alternate Administrator appointment. The Sponsor's Designee may
name one or more Alternate Administrators. At any time, the
identities of any Alternate Administrators must be reflected in
an exhibit to this Plan. If there is more than one Alternate
Administrator, the exhibit must list those Alternate
Administrators in order of appointment (the earliest appointed
Alternate Administrator must be listed
10-8
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
first, etc.). The exhibit must be revised each time an Alternate
Administrator is appointed or removed or resigns. There may be
one or more individuals or entities acting as a single Alternate
Administrator under this Plan, as the Sponsor's Designee
determines. According to the same procedures that apply to the
appointment of a successor member, additional individuals and
entities may be appointed to become members of an Alternate
Administrator.
(c) Alternate Administrator resignation, removal. If an Alternate
Administrator is not made up of more than one person, that
Administrator may resign on sixty days' notice in writing to the
Sponsor. If an Alternate Administrator is made up of more than
one person, any of those persons may resign on thirty days'
notice in writing to the Sponsor. The Sponsor may remove an
Alternate Administrator or any Alternate Administrator-member by
sixty days' written notice to the Alternate Administrator or to
the Alternate Administrator-member in question. The Sponsor and
an Alternate Administrator or an Alternate Administrator-member
may agree to a shorter notice period for resignation or removal.
(d) Successor Alternate Administrator-member appointment. The Sponsor
may appoint additional or successor Alternate
Administrator-members. An additional or successor Alternate
Administrator-member has the same qualifications as original
Alternate Administrator-members and is appointed in the same way.
(e) Qualification. Each Alternate Administrator, each person who is a
successor to an Alternate Administrator-member, and each
additional Alternate Administrator-member may qualify after his
appointment by executing, acknowledging, and delivering
acceptance to the Sponsor in a form satisfactory to the Sponsor;
each successor member without further act, deed, or conveyance is
vested with all the estate, rights, powers, discretion, duties,
and obligations of his predecessor, and each additional person is
similarly vested, just as if originally named as an Alternate
Administrator-member in this Plan.
10-9
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
10.05. Alternate Administrator Appointment, Removal, Successors During a
Suspension Period
(a) Application of section. The remaining provisions of this Plan
section 10.05 are effective only during a Suspension Period.
(b) Alternate Administrator appointment. There may be one or more
individuals or entities acting as Alternate Administrators under
this Plan. The Administrator may appoint one or more Alternate
Administrators. At any time, the identities of the Alternate
Administrators must be reflected in an exhibit to this Plan. If
there is more than one Alternate Administrator, the exhibit must
list those Alternate Administrators in order of appointment (the
earliest appointed Alternate Administrator must be listed first,
etc.). When the Plan section entitled "Administrator Appointment,
Removal, Successors During a Suspension Period" (see Plan section
10.03) refers to the Alternate Administrator that is next in line
to become the successor Administrator, that section refers to the
Alternate Administrator that is listed first on the exhibit. The
Administrator must revise the exhibit each time an Alternate
Administrator is appointed or resigns. An Alternate Administrator
may not be the Sponsor, an Employer, an ERISA Affiliate, or a
Related Entity, and each Alternate Administrator is subject to
all of this section's provisions.
(c) Suspension of Sponsor's powers. The Sponsor may not appoint or
remove any Alternate Administrator, any Alternate
Administrator-member, or any successor or additional Alternate
Administrator-member.
(d) Removal; resignation. An Alternate Administrator or an Alternate
Administrator-member cannot be removed', although an Alternate
Administrator that becomes a successor Administrator is subject
to removal under the Plan sections entitled "Administrator
Appointment, Removal, Successors, Except During a Suspension
Period" and "Administrator Appointment, Removal, Successors
During a
10-10
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
Suspension Period" (see Plan section 10.02 and Plan section
10.03). An Alternate Administrator or any Alternate
Administrator-member may resign on thirty days' notice in writing
to the Administrator. The Alternate Administrator or an Alternate
Administrator-member and the Administrator may agree to a shorter
notice period.
(e) Additional and successor Alternate Administrator-members;
continuing service. An Alternate Administrator may appoint
additional and successor Alternate Administrator-members. An
additional or successor Alternate Administrator-member may not be
the Sponsor, an Employer, an ERISA Affiliate, or a Related
Entity, and each additional and successor Alternate
Administrator-member is subject to all of this section's
provisions. Subject to this section's provisions on removal and
resignation, each Alternate Administrator and each Alternate
Administrator-member continue to serve.
(f) Qualification. Each Alternate Administrator, each person who is a
successor to an Alternate Administrator-member, and each
additional Alternate Administrator-member may qualify after his
appointment by executing, acknowledging, and delivering
acceptance to the Administrator in a form satisfactory to the
Administrator; each successor member without further act, deed,
or conveyance is vested with all the estate, rights, powers,
discretion, duties, and obligations of his predecessor, and each
additional person is similarly vested, just as if originally
named as an Alternate Administrator-member in this Plan.
10.06. Operation of Administrator
(a) Records. The Administrator must keep a record of all of its
proceedings and acts and all other data related to its
responsibilities under this Plan.
(b) Multiple-person Administrator acts and decisions. A
multiple-person Administrator's acts and decisions must be made
by a majority vote if the number of persons who constitute the
Administrator is three or more; otherwise, such
10-11
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
acts and decisions must be by unanimous vote. A meeting of all
members of a multiple-person Administrator need not be called or
held to make decisions or take any action. Decisions may be made
or action taken by written documents signed by the required
number of members. If the Administrator-members are deadlocked,
subject to the provisions of this article and Plan article 8, the
Sponsor must make the determination, and that determination is
binding on all persons. An Administrator-member is not
disqualified from exercising the powers conferred in this Plan
merely because he is a Participant or a Participant's
Beneficiary.
(c) Delegations by a multiple-person Administrator. The
Administrator-members may delegate to one or more of their number
authority to sign documents on behalf of the Administrator or to
perform ministerial acts, but no member to whom that authority is
delegated may perform an act involving the exercise of discretion
without first obtaining the concurrence of the required number of
other members, even though the one alone may sign a document
required by third parties. Without any designation from the other
members, one Administrator-member may execute instruments or
documents on behalf of the Administrator until the other members
object in writing and file that objection with the Sponsor.
10.07. Other Fiduciary, Appointment, Removal, Successors, Except During a
Suspension Period
(a) Application of section. The remaining provisions of this Plan
section 10.07 are effective during any period that is not a
Suspension Period.
(b) Other Fiduciaries generally. This Plan section's references to a
Fiduciary are superseded by other Plan provisions referring to a
specific Fiduciary such as the Administrator and the Alternate
Administrators. Each provision in this Plan section is effective
as to the appointment, removal, or resignation of a Fiduciary
only to the extent that the
10-12
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
appointment, removal, or resignation of that Fiduciary is not
governed by another Plan provision. Each provision in this
section is effective as to any other matter covered in this Plan
section only to the extent that the other matter is not governed
by another Plan provision.
(c) Appointment. Except as provided for Fiduciary subdelegations in
the Plan subsection entitled "Fiduciaries" (see Plan section
10.18(c)), the Sponsor and only the Sponsor may name additional
Fiduciaries and define their responsibilities. There may be one
or more individuals or entities acting as a single Fiduciary
under this Plan, as the Sponsor determines. According to the same
procedures that apply to the appointment of a successor member,
additional individuals and entities may be appointed to become
members of a multiple-person Fiduciary appointed according to
this section.
(d) Resignation, removal. If a Fiduciary is not a multiple-person
Fiduciary, that Fiduciary may resign on thirty days' notice in
writing to the Sponsor. If a Fiduciary is a multiple-person
Fiduciary, any Fiduciary-member may resign on thirty days' notice
in writing to the Sponsor. The Sponsor way remove a Fiduciary or
a person who is one of the persons that make up a Fiduciary by
thirty days' written notice to the Fiduciary or to the person in
question. The Sponsor and a Fiduciary or a Fiduciary-member may
agree to a shorter notice period for resignation or removal.
(e) Successor appointment. If a Fiduciary resigns or is removed or
otherwise ceases to serve, the Sponsor may appoint a successor.
If a Fiduciary-member resigns or is removed or otherwise ceases
to serve, the Sponsor may appoint a successor.
(f) Qualification. Each successor Fiduciary and each successor
Fiduciary-member or additional Fiduciary-member appointed
according to this section may qualify after his appointment by
executing, acknowledging, and delivering acceptance to the
Sponsor in a form satisfactory to the Sponsor; each successor
10-13
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
Fiduciary-member without further act, deed, or conveyance is
vested with all the estate, rights, powers, discretion, duties,
and obligations of his predecessor, and each additional
Fiduciary-member is similarly vested, just as if originally named
as a Fiduciary or a Fiduciary-member in this Plan.
(g) Related parties. Except as otherwise specifically provided, the
Sponsor, any Affiliate of the Sponsor, any Employee, any
Participant, any Participant's Beneficiary, and any committee of
the Sponsor or of any Affiliate may be appointed as a Fiduciary
or as a member of a Fiduciary under this Plan.
10.08. Other Fiduciary Appointment, Removal, Successors During a Suspension
Period
(a) Application of section. The remaining provisions of this Plan
section 10.08 are effective only during a Suspension Period.
Despite the preceding sentence, the first sentence of subsection
(f) is effective at all times, subject to Plan article 8.
(b) Other Fiduciaries generally. This Plan section's references to a
Fiduciary are superseded by other Plan provisions that are
effective during a Suspension Period and that refer to a specific
Fiduciary such as the Administrator and the Alternate
Administrators. Each provision in this Plan section is effective
as to the appointment, removal, or resignation of a Fiduciary
only to the extent that the appointment, removal, or resignation
of that Fiduciary is not governed by another Plan provision that
is effective during a Suspension Period. Each provision in this
Plan section is effective as to any other matter covered in this
Plan section only to the extent that the other matter is not
governed by another Plan provision that is effective during a
Suspension Period.
(c) General. There may be one or more individuals or entities acting
as a single Fiduciary under this Plan.
(d) Suspension of Sponsor's powers. The Sponsor, an Employer, an
ERISA Affiliate, or a Related Entity may not appoint or
10-14
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
remove a Fiduciary, any Fiduciary-member, any additional
Fiduciary-member, or any successor Fiduciary or Fiduciary-member.
(e) Removal by Administrator. The Administrator may remove a
Fiduciary or a person who is one of the persons that make up a
Fiduciary by thirty days' written notice to the Fiduciary or to
the person in question.
(f) Removal by other Fiduciary. The remaining provisions of this
subsection are not effective until the Sponsor's Designee
announces that they are effective. Any Fiduciary may suggest the
removal of another Fiduciary or a member of another Fiduciary by
providing written notice as described in the next two sentences.
In the case of a Fiduciary, the notice must be provided to that
Fiduciary and the Administrator; in the case of a
Fiduciary-member, the notice must be provided to the affected
Fiduciary-member, to all other members of that Fiduciary, and to
the Administrator. The written notice must state that, in the
opinion of the proposing Fiduciary, that other Fiduciary or
Fiduciary-member should not continue to serve because of the
existence of or the appearance of control or an interest that is
inconsistent with that Fiduciary's or Fiduciary-member's ability
to act for the benefit of the Participants under the Plan. If the
Fiduciary or Fiduciary-member targeted for removal does not
consent to the proposed removal, then to pursue the removal the
proposing Fiduciary must provide the written notice described in
the prior sentence to one or more other Fiduciaries. The removal
is effective only if at least one other Fiduciary consents to the
proposed removal.
(g) Resignation. If a Fiduciary is not a multiple-person Fiduciary,
that Fiduciary may resign on thirty days' notice in writing to
the Administrator. If a Fiduciary is a multiple-person Fiduciary,
any Fiduciary-member may resign on thirty days' notice in writing
to the Administrator. A Fiduciary or a Fiduciary-member and the
Administrator may agree to a shorter notice period for
resignation.
10-15
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
(h) Successor appointment. If a Fiduciary resigns or is removed or
otherwise ceases to serve, the Administrator may appoint a
successor Fiduciary. If a Fiduciary-member resigns or is removed
or otherwise ceases to serve, that Fiduciary may appoint a
successor Fiduciary-member. A successor Fiduciary or
Fiduciary-member may not be the Sponsor, an Employer, an ERISA
Affiliate, a Related Entity, or an Employee, and each successor
Fiduciary and Fiduciary-member is subject to all of this
section's provisions.
(i) Additional Fiduciaries, continuing service. The Administrator may
appoint additional Fiduciaries and may appoint additional
individuals or entities as members of a multiple person
Fiduciary. An additional Fiduciary or Fiduciary-member may not be
the Sponsor, an Employer, an ERISA Affiliate, a Related Entity,
or an Employee, and each additional Fiduciary and
Fiduciary-member is subject to all of this section's provisions.
Subject to this section's provisions on removal and resignation,
each Fiduciary and each Fiduciary-member continue to serve.
(j) Qualification. Each successor or additional Fiduciary or
Fiduciary-member appointed may qualify by executing,
acknowledging, and delivering acceptance to the Administrator in
a form satisfactory to the Administrator; each successor without
further act, deed, or conveyance is vested with all the estate,
rights, powers, discretion, duties, and obligations of his
predecessor Fiduciary or Fiduciary-member, and each additional
Fiduciary or Fiduciary-member is similarly vested, just as if
originally named as a Fiduciary or a Fiduciary-member in this
Plan.
10.09. Operation of Multiple-Person Fiduciaries
(a) Other Fiduciaries generally. This Plan section's references to a
Fiduciary are superseded by other Plan provisions referring to a
specific Fiduciary such as the Administrator or the Alternate
Administrators.
10-16
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
(b) Suspension Period. During a Suspension Period, the Sponsor's
powers under this section are suspended and the Administrator
acts in the Sponsor's place.
(c) Rules and guidelines. A multiple-person Fiduciary may adopt or
amend rules and guidelines that its members deem desirable to
govern its operations according to this Plan. A Fiduciary's rules
adopted or amended according to this subsection must be
communicated to the Administrator and to the Sponsor and may not
cause that Fiduciary to act in any way that is prohibited by this
Plan or cause that Fiduciary to fail to act in any way that is
required by this Plan.
(d) Records. Each multiple-person Fiduciary must keep a record of all
of its proceedings and acts and all other data related to its
responsibilities under this Plan. Each Fiduciary must notify the
Administrator of any of its actions other than routine actions
and must notify any other person when notice to that other person
is required by law.
(e) Multiple-person Fiduciary's acts and decisions. A multiple-person
Fiduciary's acts and decisions must be made by a majority vote if
the number of persons who constitute that Fiduciary is three or
more; otherwise, such acts and decisions must be by unanimous
vote. A meeting of all members of a multiple-person Fiduciary
need not be called or held to make decisions or take any action.
Decisions may be made or action taken by written documents signed
by the required number of members. If the Fiduciary-members are
deadlocked, subject to the provisions of subsection (b), the
Sponsor must make the determination and that determination is
binding on all persons. A Fiduciary-member is not disqualified
from exercising the powers conferred in this Plan merely because
he is a Participant or a Participant's Beneficiary.
(f) Multiple-person Fiduciary's delegation of authority.
Fiduciary-members may delegate to one or more of their number
authority to sign documents on behalf of that
10-17
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
Fiduciary or to perform ministerial acts, but no Fiduciary-member
to whom that authority is delegated may perform an act involving
the exercise of discretion without first obtaining the
concurrence of the required number of other members, even though
the one alone may sign a document required by third parties.
Without designation from the other persons who constitute that
Fiduciary, one Fiduciary-member may execute instruments or
documents on behalf of all members until the other members object
in writing and file that objection with the Sponsor.
(g) Ministerial duties. A multiple-person Fiduciary may adopt by-laws
and similar rules consistent with the Plan and its purposes. A
multiple-person Fiduciary may choose a chairman from its members
and may appoint a secretary to keep such records of that
multiple-person Fiduciary's acts as may be necessary. The
secretary need not be a member of that multiple-person Fiduciary.
The secretary may perform purely ministerial acts delegated by
that multiple-person Fiduciary.
10.10. Administrator's, Plan Committees' Powers and Duties
(a) Plan decisions. The Administrator and, as to responsibilities
assigned according to this Plan to a Plan Committee, that Plan
Committee must administer the Plan by its terms and has all
powers necessary to do so. The Administrator must designate one
of its members or someone else as agent for service of legal
process. The Administrator must interpret the Plan. The duties of
the Administrator include, but are not limited to:
(1) determining the answers to all questions relating to
the Employees' eligibility to become Ptarticipants;
(2) communicating with and directing the Sponsor on the
time, amount, method, and form of benefits to pay to
Participants and Beneficiaries;
10-18
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
(3) authorizing and directing all disbursements or
benefit payments; and
(4) directing the Sponsor, according to the terms of this
Plan, to disburse funds in payment of obligations to
accomplish the purposes of this Plan.
(b) Conclusive determination. Subject to the appeals procedures in
the Plan section entitled "Review of Claims" (see Plan section
6.03), a determination by the Administrator and, as to
responsibilities assigned according to this Plan to a Plan
Committee, a determination by that Plan Committee made in good
faith is conclusive and binding on all persons. No decision of
the Administrator or of a Plan Committee, however, may take away
any rights specifically given to a Participant by this Plan.
(c) Participation. If the Administrator or a member of a Plan
Committee is also a Participant, he must abstain from any action
that directly affects him as a Participant in a manner different
from other similarly situated Participants. Except as provided in
Plan article 8, the Plan does not prevent either an Administrator
or a member of a' Plan Committee who is also a Participant or a
Beneficiary from receiving any benefit to which he may be
entitled, if the benefit is computed and paid on a basis that is
consistently applied to all other Participants and Beneficiaries.
(d) Agents and advisors. The Administrator and, as to
responsibilities assigned according to this Plan to a Plan
Committee, that Plan Committee may employ and compensate (and
must be reimbursed according to the Plan section entitled
"Payment of Expenses" (see Plan section 10.13)) such accountants,
counsel, specialists, and other advisory and clerical persons (to
the extent that clerical and office help are not supplied by an
Employer) as it deems necessary or desirable in connection with
the Plan's administration. The Administrator may designate any
person as its agent for any purpose. The Administrator and, as to
responsibilities assigned according to this Plan to a Plan
Committee, that
10-19
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
Plan Committee is entitled to rely conclusively on any opinions
or reports furnished to it by its accountant or counsel. Except
to the extent prohibited by law, the Administrator and each Plan
Committee is fully protected by the Employers, Employees, and the
Participants whenever it takes action based in good faith on
advice from its advisors.
10.11. Discretion of Administrator, Plan Committees
The Administrator's discretionary power and, as to responsibilities
assigned according to this Plan to a Plan Committee, that Plan
Committee's discretionary power to perform or consent to any act is
exclusive except for acts of willful misconduct or knowing violations of
law.
10.12. Records and Reports
(a) Reports. The Employers must supply information to the
Administrator sufficient to enable the Administrator to fulfill
its duties.
(b) Records. The Administrator must keep books of account, records,
and other data necessary for proper administration of the Plan,
showing the interests of the Participants under the Plan. The
Administrator may appoint any person as agent to keep records, if
that person accepts the duties.
10.13. Payment of Expenses
Unless otherwise determined by the Sponsor or by a person vested with
the necessary Sponsor power according to Plan article 8, the
Administrator serves and all members of any Plan Committee serve without
compensation. All expenses of the Administrator and each Plan Committee
must be paid by the Employers. Expenses of the Administrator and each
Plan Committee include any expenses incident to the functioning of the
Administrator or that Plan Committee, fees of accountants, counsel, and
other similar specialists, and other costs of administering the Plan. If
the Employers are not responsible for the expenses of the
10-20
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
Administrator or of a specific Plan Committee, the Administrator or that
Plan Committee must direct the Trustees or co-Trustees to distribute
payment or reimbursement of reasonable expenses from the Trust Fund.
10.14. Notification to Interested Parties
The Administrator must take all reasonable steps to notify all
Interested Parties of the existence and provisions of this Plan. When
the Plan is amended in any way affecting Participant benefits (which
does not include amendments relating to administrative matters or
clerical errors), the Administrator must notify all affected Interested
Parties of the amendments and inform them of the substance of the
amendments.
10.15. Notification of Eligibility
Within a reasonable period before it is necessary to determine
eligibility, each Employer must give the Administrator a list of its
Employees, showing all information necessary to determine current
eligibility.
10.16. Notices
At all appropriate times, the Administrator must notify each Employer
and all other appropriate parties that certain actions must be taken or
that payments are due.
10.17. Annual Statement
As and when required by law, the Administrator must give each
Participant a statement showing the status of the Participant's Benefit
Entitlement as of the close of the preceding Plan Year.
10.18. Limitation of Administrator's and Plan Committees' Liability
(a) Separate liability. If permissible by law, the Administrator and
each member of each Plan Committee serves without bond. If the
law requires bond, the Administrator must secure the minimum
required (or any greater amount set by
10-21
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
the Sponsor) and obtain necessary payments according to the Plan
section entitled "Payment of Expenses" (see Plan section 10.13).
Except as otherwise provided in the Plan, the Administrator and
any member of any Plan Committee is not liable for another
Administrator's or member's act or omission or for another
Fiduciary's act or omission. To the extent allowed by law and
except as otherwise provided in the Plan, the Administrator and
any member of any Plan Committee is not liable for any action or
omission that is not the result of the Administrator's or
member's own negligence or bad faith.
(b) Indemnification. As permitted by law, and as limited by any
written agreement between the Sponsor and the Administrator or
between the Sponsor and the Plan Committee or member in question,
the Employers must indemnify and save the Administrator and each
member of each Plan Committee harmless against expenses, claims,
and liability arising out of being the Administrator or a member
of that Plan Committee, except expenses, claims, and liability
arising out of the individual's own negligence or bad faith. The
Sponsor may obtain insurance against acts or omissions of the
Administrator and the members of each Plan Committee. If the
Sponsor fails to obtain insurance to indemnify, the Administrator
or a member of any Plan Committee may obtain insurance and must
be reimbursed according to the Plan section entitled "Payment of
Expenses" (see Plan section 10.13) and as permitted by law.
Except during periods in which its power is suspended or
terminated according to Plan article 8, at its own expense, the
Sponsor may employ its own counsel to defend or maintain, either
in its own name or in the name of the Administrator, any Plan
Committee, or any of its members, any suit or litigation arising
under this Plan concerning the Administrator, that Plan
Committee, or any of its members.
(c) Fiduciaries. The Administrator may name and, as to
responsibilities assigned according to this Plan to a Plan
Committee, that Plan Committee may name any other person as a
Fiduciary in the process of delegating any responsibility
10-22
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
As Amended And Restated
Effective December 26, 1990
and power of the Administrator or that Plan Committee , and by
naming that person, the Administrator or that Plan Committee
limits its own duties and responsibilities to the extent
specified in that delegation.
10.19. Errors and Omissions
Individuals and entities charged with the administration of the Plan
must see that it is administered in accordance with its terms as long as
it is not in conflict with ERISA. If an innocent error or omission is
discovered in the Plan's operation or administration, and if the
Administrator determines that it would cost more to correct the error
than is warranted, and if the Administrator determines that the error
did not cause a penalty or excise-tax problem, then the Administrator
may authorize any equitable adjustment it deems necessary or desirable
to correct the error or omission, including but not limited to the
authorization of additional Employer contributions or Benefit
Entitlement payments designed, in a manner consistent with the goodwill
intended to be engendered by the Plan, to put Participants in the same
relative position they would have enjoyed if there had been no error or
omission, of any contribution or benefit payment made pursuant to this
section is an additional discretionary contribution.
10.20. Communication of Directions from Participants
All Participant rights contained in the Plan to direct any action may be
exercised only by directions communicated to the Administrator. The
Administrator must communicate those directions to any appropriate
persons. All Participant directions communicated by the Administrator
are deemed by the recipient to be true and accurate, and each recipient
of directions is entitled to rely conclusively upon the directions.
10-23
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
Effective December 26, 1990
ARTICLE 11
DEFINITIONS
-----------
11.01. Account means an individual's interest under this Plan or an Associated
Plan that is a Defined Contribution Plan, determined in each case
according to the appropriate plan's provisions. For this Plan, Account
means an individual's interest under this Plan according to this Plan's
provisions. A Participant's Account in this Plan is part of his Benefit
Entitlement under this Plan.
A Participant may have several identified accounts in this Plan. When
Account is used without modification, it means the sum of all of the
Participant's identified funded accounts.
See also Employee Contribution Account, Employer Contribution Account,
Named Account, Pre-tax Savings Account, and Supplemental Account.
Accounts are explained further in the Plan section entitled "Accounts"
(see Plan section 4.02), and allocations to Accounts are generally
covered in Plan article 4.
11.02. Accrued Benefit
(a) Accrued Benefit is defined in ERISA section 3(23) and refers to
the accumulated entitlement attributable to an individual's
participation in a Pension Plan that is a Qualified Plan or a
Nonqualified Pension Plan, without regard to whether that
interest is Forfeitable or Nonforfeitable.
(b) For an Employer-maintained Qualified Plan or Nonqualified Pension
Plan that has only individual accounts and no other benefit
(including this Plan), Accrued Benefit means an individual's
funded Account balance according to that plan.
(c) For an Employer-maintained Defined Contribution Plan, including
this Plan, Accrued Benefit means an individual's funded Account
balance.
11-1
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
Effective December 26, 1990
(d) Accrued Benefit, for any Employer-maintained Defined Benefit
Plan, means an individual's right to a benefit that is determined
under that plan and, except as provided in ERISA section
204(c)(3), that is expressed as an annual benefit beginning at
normal retirement age.
11.03. Acquiring Person means any Person who satisfies the requirements of
either subsection (a) or (b) of this section.
(a) A Person, considered alone or together with all Control
Affiliates and Associates of that Person, becomes directly or
indirectly the beneficial owner of Securities representing at
least thirty percent of the Sponsor's then outstanding Securities
entitled to vote generally in the election of the Board.
(b) A Person enters into an agreement that would result in that
Person satisfying the conditions in subsection (a) or that would
result in an Employer's failure to be an Affiliate.
11.04. Active Participant means a Participant who is a Covered Employee. An
Active Participant is not automatically entitled to allocations from all
contributions.
11.05. Administrator means a single person (an individual or an entity) or a
Plan Committee that is a Named Fiduciary appointed according to Plan
article 10 to be the Plan's person described in ERISA section 3(16).
11.06. Administrator's Rules means any interpretations or operating guidelines,
regulations, or rules established by or for the Administrator for
operating the Plan, as authorized by the Plan's provisions.
11.07. Affiliate means, as to an Employer,
(a) a member of a controlled group of corporations as defined in Code
section 1563(a), determined without regard to Code sections
1563(a)(4) and 1563(e)(3)(C), of which that Employer is a member
according to Code section 414(b);
11-2
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
Effective December 26, 1990
(b) a trade or business (whether or not incorporated) that is under
common control with that Employer as determined according to Code
section 414(c); or
(c) a member of an affiliated service group of which that Employer is
a member according to Code section 414(m).
See also: Control Affiliate and ERISA Affiliate, which is defined
according to ERISA section 407(d)(7).
11.08. Affiliate-maintained means, as to an Affiliate, the same thing that
Employer-maintained means as to an Employer.
11.09. Age means how old a person was on his immediate past (most recent)
birthday.
11.10. Allocation Period refers to the time after a Plan contribution occurs
and before a distribution of Plan benefits occurs. Except during a
Suspension Period, each Allocation Period may be but moments, long
enough to create Account balances and reduce Plan Liability Accounts.
11.11. Alternate Administrator means a single person (an individual or an
entity) or a Plan Committee that is appointed according to Plan article
10 to succeed an Administrator according to Plan article 10.
11.12. Annual Addition means any allocation to a fully Nonforfeitable Account
or any allocation that immediately becomes Nonforfeitable, but only to
the extent that any such allocation results in current taxable income to
the Participant whose Account is receiving the allocation. No Annual
Addition is permissible or is credited to an individuals Accrued Benefit
for any Plan Year if, when added to his other permissible Annual
Additions, the total would exceed his Maximum Annual Addition allowance
for the Plan Year. Any amount that cannot be credited to an individuals
Accrued Benefit according to the Plan subsections entitled "General
limits" and "Maximum Annual Addition limitations" (see Plan sections
4.01(b) and (e)) is not an Annual Addition for the Plan Year.
11-3
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
Effective December 26, 1990
11.13. Assignment or Alienation include arrangements described in subsections
(a) and (b) and specifically exclude arrangements described in
subsections (c) through (g).
(a) An arrangement providing for the payment to an Employer of Plan
benefits that otherwise would be due the Participant under this
Plan is an Assignment or Alienation.
(b) A direct or indirect arrangement (whether revocable or
irrevocable) in which someone acquires from a Participant or
Beneficiary a right or interest enforceable against the Plan in
or to all or any part of a Plan benefit payment that is or may
become payable to the Participant or Beneficiary is an Assignment
or Alienation.
(c) An arrangement for withholding federal, state, or local tax from
Plan benefit payments is not an Assignment or Alienation.
(d) An arrangement for the recovery by the Plan of benefit
overpayments previously made to a Participant or Beneficiary is
not an Assignment or Alienation.
(e) An arrangement for the transfer of benefit rights from the Plan
to another Pension Plan is not an Assignment or Alienation.
(f) An arrangement for the direct deposit of benefit payments to an
account in a bank, savings and loan association, or credit union
is not an Assignment or Alienation, but only if that arrangement
is not part of one that would otherwise constitute an Assignment
or Alienation (for example, an allowable arrangement could
provide for the direct deposit of a Participant's benefit
payments to a bank account held by the Participant and the
Participant's spouse as joint tenants).
(g) An arrangement by which a Participant or Beneficiary directs the
Plan to pay all or part of a Plan benefit payment to a third
party, including an Employer, is not an Assignment or Alienation
if
11-4
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
Effective December 26, 1990
(1) the arrangement is revocable at any time by the
Participant or Beneficiary; and
(2) the third party files a written acknowledgement of
the arrangement with the Administrator. To be
satisfactory, a written acknowledgement must state
that the third party has no enforceable right in or
to any Plan benefit payment or part of a Plan benefit
payment (except to the extent of payments already
received according to the terms of the arrangement).
A blanket written acknowledgement for all
Participants and Beneficiaries who are covered under
the arrangement with the third party is sufficient.
The written acknowledgement must be filed with the
Administrator no later than ninety days after the
arrangement is entered into.
11.14. Associate, with respect to any Person, is defined in Rule 12b-2 of the
General Rules and Regulations under the Securities Exchange Act of 1934,
as amended as of January 1, 1990, which reads as follows:
The term Associate used to indicate a relationship with any
person, means (1) any corporation or organization of which such
person is an officer or partner or is, directly or indirectly,
the beneficial owner of ten percent or more of any class of
equity securities, (2) any trust or other estate in which such
person has a substantial beneficial interest or as to which such
person serves as trustee or in a similar fiduciary capacity, and
(3) any relative or spouse of such person, or any relative of
such spouse, who has the same home as such person or who is a
director or officer of such person or any of its parents or
subsidiaries.
For purposes of this Plan, Associate does not include the Sponsor or a
Majority-owned Subsidiary of the Sponsor.
11-5
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
Effective December 26, 1990
11.15 Associated Plan means any Nonqualified Pension Plan maintained by the
Sponsor or any other Employer.
11.16. Basic Contribution means the required Employer contribution described in
the Plan section entitled "Basic Contribution" (see Plan section 3.07).
11.17. Beneficiary or Beneficiaries is defined in ERISA section 3(8). That
source indicates that Beneficiary or Beneficiaries mean one or more
individuals or other entities so designated by a Participant according
to the Plan section entitled "Designation of Beneficiary" (see Plan
section 7.02) or, if there is no effective designation, then as
enumerated in the Plan subsection entitled "Beneficiaries" (see Plan
section 7.02(b)).
11.18. Benefit Entitlement means this Plan's promised benefits, including
Accrued Benefits in the form of defined-benefit promises, Account
balances, and Plan Liability Accounts.
11.19. Board or Board of Directors, without modification, means the Sponsor's
board of directors or governing body and, with modification, means the
board of directors or governing body of the entity referred to.
11.20. Closing Date means the date associated with an Entry Date or a similar
specially declared date (see Plan section 3.05(e)) for purposes of
determining whether a Compensation-adjustment Election has been
submitted in time according to the Plan.
11.21. Code means the Internal Revenue Code of 1986, including its predecessor
versions and its subsequent versions, as currently amended for the
applicable time.
11.22. Compensation means an Employee's total pay (base salary, overtime,
vacation pay, holiday pay, severance pay, incentive-pay, bonuses,
commissions, supervisors' supplements, and other similar pay) from the
Employers for a Plan Year or other measuring period in return for the
Employee's services.
(a) Except as described below, Compensation does not include Employer
contributions to any private or public retirement
11-6
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
Effective December 26, 1990
annuity or pension plan or Employer contributions to a Qualified
Plan other than contributions caused by an Employee's elective
deferrals (as defined in Code section 402(g)(3)(A)) under a
Qualified Plan containing a cash or deferred arrangement.
(b) Compensation does not include Employer contributions or Benefit
Entitlement payments according to this Plan.
(c) Compensation does not include service awards, expense allowances,
moving expenses, retainers, fees under contract, mortgage
interest differential payments, or any similar remuneration not
related to pay as an Employee.
(d) Compensation does not include fringe benefits that are non-
taxable to the Employee.
(e) Compensation does not include payments to or on behalf of an
Employee after his employment has terminated.
At the Sponsor's election, Compensation may also include any amount that
is deferred to be contributed by an Employer to a Pension Plan pursuant
to an Elective Deferral and any amount that is not includible in the
gross income of an Employee under Code section 125 (cafeteria plans),
Code section 402(a)(8) (a cash or deferred arrangement), Code section
402(h) (simplified employee pensions), or Code section 403(b) (certain
annuity contracts).
11.23. Compensation-adjustment Election means a Participant's election to defer
some of his Earnings and cause a Plan contribution according to this
Plan's section entitled "Compensation-adjustment Elections" (see Plan
section 3.05).
11-7
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
Effective December 26, 1990
11.24. Continuing Directors means those members of the Board who satisfy the
requirements of either subsection (a), subsection (b), or subsection (c)
of this section.
(a) The individual was a Board member before an event defined as a
First-tier Trigger Event or before an event defined as a
Second-tier Trigger Event that was not preceded (in the same
Suspension Period) by a First-tier Trigger Event.
(b) The individual was a Board member at the end of a Suspension
Period that started with a First-tier Trigger Event or that
started with a Second-tier Trigger Event that was not preceded
(in the same Suspension Period) by a First-tier Trigger Event.
(c) The individual was nominated for election or elected by a
two-thirds majority vote of Board members who satisfy the
requirements of subsection (a) or (b) of this section.
A Board member may not satisfy the requirements of this section if that
member was nominated for election or elected by Board members who are
elected by or recommended for election by an Acquiring Person.
11.25. Control, Controlling, and all variants (including under common Control
with) are defined in Rule 12b-2 of the General Rules and Regulations
under the Securities Exchange Act of 1934, as amended as of January 1,
1990, which reads as follows:
The term Control (including the terms controlling, controlled by,
and under common control with) means the possession, direct or
indirect, of the power to direct or cause the direction of the
management and policies of a person, whether through the
ownership of voting securities, by contract, or otherwise.
11.26. Control Affiliate, with respect to any Person, means an affiliate as
defined in Rule 12b-2 of the General Rules and Regulations under
11-8
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
Effective December 26, 1990
the Securities Exchange Act of 1934, as amended as of January 1, 1990,
which reads as follows:
An affiliate of, or a person affiliated with, a specified person,
is a person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common
control with, the person specified.
11.27. Covered Employee means an Employer's Employee
(1) who is a member of a select group of management or
highly compensated employees (as that phrase is used
for purposes of defining Top Hat Plan),
(2) who has not been designated (by name or by
description) by the Sponsor's Designee as an Employee
who is not a Covered Employee, and
(3) who has not Separated from Service since becoming a
Covered Employee.
11.28. Defined Benefit Plan or DBP means any plan so defined in ERISA section
3(35).
11.29. Defined Benefit Schedule means the schedule required by the Plan section
entitled "Defined-benefit Benefit Entitlements" (see Plan section 4.03)
to reflect Participants' Benefit Entitlements that are not Accounts or
Plan Liability Accounts.
11.30. Defined Contribution Plan or DCP means any plan so defined in ERISA
section 3(34).
11.31. Disability means a condition rendering a Participant unable to engage in
any substantial gainful activity for which he is reasonably suited by
education or experience by reason of any medically determinable physical
or mental impairment that can be expected to result in death or to be of
long continued and indefinite duration. For purposes of this Plan, a
Disability may include a disability within the meaning of Code section
105(c) or (d), Code
11-9
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
Effective December 26, 1990
section 22(e)(3), or under any other definition of disability announced
by the Sponsor's Designee.
11.32. Earnings, for any individual for any relevant period, means the largest
amount that the individual may consider as taxable income from the
Employers in return for his services. An Employee's Earnings at least
equal that Employee's Compensation.
11.33. Effective Date is January 1, 1989. The Effective Date refers to the
Plan's date of origin, although the date on which this document's
provisions are effective is December 26, 1990.
11.34. EIAP means Eligible Individual Account Plan.
11.35. Elective Deferral means a Participant's action according to this Plan to
cause himself to have a benefit under this Plan in lieu of current
taxable compensation-type payments from an Employer. A Benefit
Entitlement under this Plan can be based on an Elective Deferral (see
Plan section 3.05) through a Compensation-adjustment Election.
11.36. Elective Deferral Benefit Entitlement means the portion of a
Participant's Benefit Entitlement that is delayed Earnings attributable
to a Participant's Elective Deferrals according to a
Compensation-adjustment Election; a Participant's Pre-tax Savings
Account (and the coordinate portion of his Plan Liability Account)
excluding matching contribution promises.
11.37. Elective Deferral Earnings Factor means an earnings rate most recently
announced by the Sponsor (during a Suspension Period, by the Fiduciary
authorized according to Plan section 8.09(g) to exercise the Sponsor's
powers) to be applied to this Plan's calculations of a Participant's
Pre-tax Savings Account portion of his Plan Liability Account to reflect
earnings that could have been applied to that Pre-tax Savings Account
had this Plan been a Qualified Plan.
11.38. Eligible Employee means a Covered Employee who has satisfied the
conditions of eligibility and may therefore accrue benefits (even in the
form of Plan Liability Accounts that might be satisfied later by
contributions) according to one of this Plan's lettered exhibits
11-10
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
Effective December 26, 1990
describing a category of Plan benefits. An Employee's status as an
Eligible Employee applies separately to each benefit category described
in one of this Plan's lettered exhibits. Even when an Employee becomes a
Participant for purposes of one such category of benefits, he is not
automatically an Eligible Employee as to all such benefit categories and
must satisfy each exhibit's requirements separately.
11.39. Eligible Individual Account Plan or EIAP is defined in ERISA section
407(d)(3)(A).
11.40. Employee is an individual who renders personal services to or through an
Employer or an Affiliate and who is subject to the control of an
Employer or an Affiliate. An individual who is in an employer-employee
relationship with an Employer or an Affiliate as determined for Federal
Insurance Contribution Act purposes and Federal Employment Tax purposes,
including Code section 3401(c), automatically satisfies the preceding
sentence's requirements for determinations of whether that individual
renders personal services and is subject to the control of an Employer
or an Affiliate.
11.41. Employee Contribution means an Employer's contribution or Benefit
Entitlement payment received by a Participant according to that
Participant's Elective Deferrals in lieu of earlier amounts that would
have been Earnings.
11.42. Employee Contribution Account, as to any Participant, means the value
attributable to Participant Contributions or Employee Contributions for
that Participant (see Pre-tax Savings Account).
11.43. Employer means the Sponsor and the other entities identified in the Plan
section entitled "Plan Sponsor and Other Employers" (see Plan section
1.07); any successor by merger, purchase, or otherwise that maintains
the Plan; or any predecessor that has maintained the Plan. Service to an
unincorporated business or practice to which an Employer has become
successor will be considered to be Service for that Employer.
11.44. Employer Contribution Account means a Participant's Supplemental
Account, his Named Accounts, and the portions of his Pre-tax
11-11
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
Effective December 26, 1990
Savings Account (such as Matching Contributions) attributable to
Employer contributions. Employer Contribution Account includes the value
of the Employer contributions exclusive of Employee Contributions or
Participant Contributions.
11.45. Employer Contribution Benefit Entitlement means the portion of a
Participant's Benefit Entitlement that is not a Participant's Elective
Deferrals or "investment growth" attributable to Elective Deferrals.
11.46. Employer-maintained refers to each Pension Plan or other
employee-benefit plan directly or indirectly established according to
law or continued by an Employer. It includes all relevant Defined
Benefit Plans and Defined Contribution Plans, whether or not terminated.
11.47. Employer Real Property is defined in ERISA section 407(d)(2) and means
real property (and related personal property) that is leased to an
Employer or an ERISA Affiliate.
11.48. Entry Date generally means the date that an Eligible Employee begins
participation under the Plan. A Participant's Entry Date is the date set
for that individual according to Plan article 2 by the Sponsor's
Designee.
11.49. ERISA means the Employee Retirement Income Security Act of 1974,
excluding its title II, as currently amended for the applicable time.
11.50. ERISA Affiliate means an affiliate as defined in ERISA section
407(d)(7).
11.51. Fiduciary is defined in ERISA section 3(21) and means a person (defined
in ERISA section 3(9) to include an individual, partnership, joint
venture, corporation, mutual company, joint-stock company, trust,
estate, unincorporated organization, association, or employee
organization) described in any of this section's subsections, but only
to the extent that the subsection is true as to that person.
11-12
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
Effective December 26, 1990
(a) The person exercises any discretionary authority or discretionary
control respecting management of this Plan.
(b) The person renders investment advice for a fee or other
compensation, direct or indirect, for any moneys or other
property of this Plan, or has any authority or responsibility to
do so.
(c) The person has discretionary authority or discretionary
responsibility in the administration of this Plan.
(d) The person accepts the designation from any Named Fiduciary
authorized to designate persons other than Named Fiduciaries to
carry out fiduciary responsibilities according to this Plan.
11.52. Financial Trigger Event
(a) Financial Trigger Event means an event described in this Plan's
exhibit entitled "Financial Trigger Events"; that exhibit may be
amended by the Sponsor without amending this Plan, except during
a Suspension Period, by delivery of an amended exhibit to the
Administrator. Until the exhibit entitled "Financial Trigger
Events" exists, subsection (b) of this Plan's section is deemed
to be that exhibit.
(b) A Financial Trigger Event occurs if any of the circumstances
described in any paragraph of this subsection occurs.
(1) The Sponsor fails to make any single payment or series of
payments due on its respective indebtedness for money
borrowed from entities in the United States in the amount
of Twenty Million Dollars ($20,000,000.00) or more and for
a term in excess of one year (not including nonrecourse
indebtedness); and because of such failure that
indebtedness or any portion of that indebtedness becomes
due before its regular due date or before its regularly
scheduled dates of payments.
11-13
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
Effective December 26, 1990
(2) The Sponsor's risk-based capital ratio (defined
according to the last sentence of this paragraph) for Tier
I capital (defined according to the last sentence of this
paragraph) as reported in any regularly published
consolidated financial statement of the Sponsor is less
than the minimum supervisory standard set by the Federal
Reserve Board. For purposes of this paragraph, risk-based
capital ratio and Tier I capital are defined in the
Capital Adequacy Guidelines issued by the Federal Reserve
Board and the Comptroller of the Currency and promulgated
in Appendix A (Capital Adequacy Guidelines for State
Member Banks: Risk-based Measure) to Part 208 (Membership
of State Banking Institutions in the Federal Reserve
System) of Title 12 of the Code of Federal Regulations
(1990), as currently amended for the applicable time.
11.53. First-Tier Trigger Event
(a) First-tier Trigger Event means an event described in this Plan's
exhibit entitled "First-tier Trigger Events"; that exhibit may be
amended by the Sponsor without amending this Plan, except during
a Suspension Period. Until the exhibit entitled "First-tier
Trigger Events" exists, subsection (b) of this Plan section is
deemed to be that exhibit.
(b) A First-Tier Trigger Event occurs if the Sponsor's Board meets
(whether at a regularly scheduled meeting or a special meeting)
to consider a proposal for a transaction that, if consummated,
would constitute a Second-tier Trigger Event.
11.54. Forfeiture, Forfeit, and all variants refer to part of a Participant's
Benefit Entitlement under this Plan or any other Pension Plan to which
he is not yet entitled by operation of that Pension Plan (the portion
that is not Nonforfeitable is Forfeitable).
11.55. Hour of Service means each hour for which an Employee is paid or is
entitled to payment for the performance of duties for an Employer or an
ERISA Affiliate, as provided in Labor Regulation section 2530.200b-2.
11-14
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
Effective December 26, 1990
11.56. Interested Person or Interested Party means each Employer, the
Administrator, each Participant, and each Beneficiary of a deceased
Participant.
11.57. Internal Reserve means a bookkeeping record and does not refer to
assets. This Plan is unfunded and has no assets except for those moments
between the time that a contribution is made and the time that a
Participant or Beneficiary receives a distribution in satisfaction of
Plan Benefit Entitlements (the Allocation Period).
11.58. Introduction means the part of this document with that heading
immediately preceding Plan article 1. The Introduction is a substantive
part of the Plan.
11.59. Involuntary Cash-out means a distribution without the Participant's
consent of a Participant's entire Nonforfeitable Benefit Entitlement
balance after the Participant has Separated from Service with the
Employers and terminated participation in the Plan.
11.60. Leave of Absence means an individual's non-working period (but without
Separation from Service) granted by an Employer for reasons relating to
(a) accident, sickness, or disability for which no benefits are being
paid under this Plan;
(b) job-connected education or training; or
(c) government service, including jury duty, whether elective or by
appointment.
In authorizing Leaves of Absence for sickness, disability, maternity,
education, or other purposes, this Plan does not require an Employer to
adopt a policy or uniformly apply any policy to all individuals; an
Employer may treat individuals under similar circumstances in a
different manner.
Any individual who leaves the employment of an Employer to enter the
service of the United States of America during a period of national
emergency or at any time through the operation of a
11-15
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
Effective December 26, 1990
compulsory military service law is deemed to be on Leave of Absence
during the period of service and during any period after discharge from
service in which re-employment rights are guaranteed by law.
11.61. Limited Addition means an allocation attributable to an Employer
contribution that would have been made under an Employer-maintained
Qualified Plan but for:
(1) the limitations under Code section 401(a)(17);
(2) Code section 402(g)(1) limitations on a Participant's
elective deferrals under Qualified Plans; or
(3) reductions in a Participant's Earnings attributable
to Elective Deferrals under this Plan or similar
elective deferrals under Associated Plans.
11.62. Limited Additional Earnings Factor means the hypothetical earnings rate
most recently announced by the Sponsor's Designee on behalf of the
Sponsor (during a Suspension Period, by the Fiduciary authorized
according to Plan section 8.09(g) to exercise the Sponsor's powers) to
be applied to this Plan's calculations of Limited Additions in order to
reflect earnings that could have applied to Limited Additions had they
occurred in an Employer-maintained Qualified Plan.
11.63. Limited Benefit means a Defined Benefit Plan's Accrued Benefit other
than an allocation to an individual account, which benefit would have
been attributable to Employer contributions and would have accrued under
an Employer-maintained Qualified Plan but for:
(1) the limitations under Code section 401(a)(17), or
(2) reductions in a Participant's Earnings attributable
to Elective Deferrals under this Plan or similar
Elective Deferrals under Associated Plans.
11-16
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
Effective December 26, 1990
11.64. Majority-owned Subsidiary is defined in Rule 12b-2 of the General Rules
and Regulations under the Securities Exchange Act of 1934, as amended as
of January 1, 1990, which reads as follows:
The term Majority-owned Subsidiary means a subsidiary more than
fifty percent of whose outstanding securities representing the
right, other than as affected by events of default, to vote for
the election of directors, is owned by the subsidiary's parent
and/or one or more of the parent's other Majority-owned
Subsidiaries.
11.65. Make-whole Benefit Entitlement means the portion of a Participant's
Benefit Entitlement that is a Limited Addition or a Limited Benefit.
11.66. Matching Contribution means the Employer contribution that is the
discretionary contribution described in the Plan section entitled
"Matching Contributions" (see Plan section 3.08).
11.67. Maximum Annual Addition, for any individual, means this Plan's
limitation on Annual Additions for that individual (see Plan section
4.01).
11.68. Maximum Election Amount means the highest dollar amount allowed to be
elected on Compensation-adjustment Election forms according to the
Administrator's or Sponsor's Designee's announcement for a Plan Year or
other deferral period. A Participant's Maximum Election Amount is the
product of that Participant's Maximum Election Percentage and his
Earnings.
11.69. Maximum Election Percentage means the highest percentage of Earnings
that may be an Elective Deferral under this Plan for purposes of this
Plan's Compensation-adjustment Election forms according to the
announcements for a Plan Year or other deferral period according to the
Plan subsection entitled "Limiting Compensation-adjustment Elections"
(see Plan section 3.05(g)).
11.70. Minimum Election Amount means the lowest dollar amount allowed to be
elected on Compensation-adjustment Election forms according to the
Administrator's or Sponsor's Designee's announce-
11-17
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
Effective December 26, 1990
ment for a Plan Year or other deferral period. A Participant's Minimum
Election Amount is the product of that Participant's Minimum Election
Percentage and his Earnings for the period in question.
11.71. Minimum Election Percentage means the lowest percentage of Earnings that
may be an Elective Deferral under this Plan for purposes of this Plan's
Compensation-adjustment Election forms according to the announcements
for a Plan Year or other deferral period according to the Plan
subsection entitled "Limiting Compensation-adjustment Elections" (see
Plan section 3.05(g)). A Participant's Minimum Election Percentage is
his Minimum Election Amount divided by his Earnings for the period in
question.
11.72. Named Account means an Employer Contribution Account identified in Plan
section 4.02(a) but not otherwise identified in these definitions,
created according to Plan article 3 and Plan article 4 to provide
special Accrued Benefits, the nature of which benefits will usually be
reflected in the Administrator's identification of the Account.
11.73. Named Fiduciary is defined in ERISA section 402(a)(2) and, as to this
Plan, means the Sponsor, any other Employer, and the Administrator, as
well as a Fiduciary who, according to the provisions of this Plan, is
identified as a Named Fiduciary by the Sponsor's Designee.
11.74. Nonforfeitable is defined in ERISA section 3(19) and means a claim
obtained by a Participant or Beneficiary to the part of an immediate or
deferred benefit arising under this Plan from the Participant's Service
if the claim is unconditional and is legally enforceable against this
Plan (but a right to an Accrued Benefit derived from Employer
contributions is not treated as Forfeitable merely because the Plan
contains a provision described in ERISA section 203(a)(3)).
11.75. Nonqualified Pension Plan is a Pension Plan that does not meet the
Code's rules for Qualified Plans. A Nonqualified Pension Plan may be an
unfunded plan maintained by an employer primarily for the purpose of
providing deferred compensation for a select group of management or
highly compensated employees, as described in
11-18
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
Effective December 26, 1990
of management or highly compensated employees, as described in ERISA
sections 201(2), 301(a)(3), 401(a)(1), and 4021(b)(6), and may include
both plans embodied in a formal plan document and individual contractual
arrangements with employees and former employees. A Nonqualified Pension
Plan may also be an excess-benefit plan as described in ERISA section
3(36) or even a plan that is not an excess-benefit plan and that is not
described in ERISA sections 201(2), 301(a)(3), 401(a)(1), and
4021(b)(6).
11.76. Normal Retirement Age means a Participant's sixty-fifth birthday.
11.77. Parent is defined in Rule 12b-2 of the General Rules and Regulations
under the Securities Exchange Act of 1934, as amended as of January 1,
1990, which reads as follows:
A Parent of a specified person is an affiliate controlling such
person directly, or indirectly through one or more
intermediaries.
11.78. Participant means any Employee or former Employee who has begun
participation in this Plan according to Plan article 2 and whose Benefit
Entitlements have not been Forfeited, fully distributed to him, or
transferred in their entirety to another Pension Plan. A Participant who
is not a Covered Employee ceases to be a Participant when his Benefit
Entitlement (calculated as if his Plan Liability Account had been
exhausted by allocations under this Plan) is zero. An individual whose
Benefit Entitlement is greater than zero continues to be a Participant
for purposes of provisions relating to allocations of earnings and
losses to his Benefit Entitlements, vesting in his Benefit Entitlements,
and distributions in satisfaction of his Benefit Entitlements; that
individual, however, is a Participant for purposes of allocations of
Employer contributions only as provided in Plan articles 3 and 4.
11.79. Participant Contributions means Elective Deferrals.
11.80. Party in Interest is defined in ERISA section 3(14) and means
(a) any Fiduciary (including, but not limited to, any administrator,
officer, trustee or co-trustee, or custodian), counsel, or
employee of this Plan;
11-19
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
Effective December 26, 1990
(b) a person providing services to this Plan;
(c) an Employer;
(d) an employee organization any of whose members are covered by the
Plan;
(e) an owner, direct or indirect, of fifty percent or more of
(1) the combined voting power of all classes of stock entitled
to vote or the total value of shares of all classes of
stock of a corporation,
(2) the capital interest or the profits interest of a
partnership, or
(3) the beneficial interest of a trust or unincorporated
enterprise
that is an Employer or an employee organization described in subsection
(d) under this Plan;
(f) a Relative of any individual described in subsections (a), (b),
(c), or (e);
(g) a corporation, partnership, trust, or estate of which (or in
which) fifty percent or more of
(1) the combined voting power of all classes of stock entitled
to vote or the total value of shares of all classes of
stock of such a corporation,
(2) the capital interest or the profits interest of such a
partnership, or
(3) the beneficial interest of such a trust or estate
is owned, directly or indirectly, or is held by persons
described in subsections (a), (b), (c), (d), or (e);
11-20
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
Effective December 26, 1990
(h) an employee, officer, director (or an individual having powers or
responsibilities similar to those of officers or directors), or a
ten-percent or more shareholder (directly or indirectly) of this
Plan or of a person described in subsections (b), (c), (d), (e),
or (g); or
(i) a ten-percent or more (directly or indirectly in capital or
profits) partner or joint venturer of a person described in
subsections (b), (c), (d), (e), or (g).
11.81. Pension Plan is defined in ERISA section 3(2) and, except as provided in
ERISA section 3(2)(B), means any plan, fund, or program ever established
or maintained by an employer or by an employee organization, or by both,
to the extent that by its express terms or as a result of surrounding
circumstances that plan, fund, or program--regardless of the method of
calculating the contributions made to the plan, the method of
calculating the benefits under the plan, or the method of distributing
benefits from the plan--provides retirement income to employees or
results in a deferral of income by employees for periods extending to
the termination of employment or beyond.
11.82. Person means any human being, firm, corporation, partnership, or other
entity. Person also includes any human being, firm, corporation,
partnership, or other entity as defined in sections 13(d)(3) and
14(d)(2) of the Securities Exchange Act of 1934, as amended as of
January 1, 1990, which read as follows:
When two or more persons act as a partnership, limited
partnership, syndicate, or other group for the purpose of
acquiring, holding, or disposing of securities of an issuer, such
syndicate or group shall be deemed a Person for purposes of this
subsection.
For purposes of this Plan, Person does not include the Sponsor or any
wholly-owned Subsidiary of the Sponsor, and Person does not include any
employee-benefit plan maintained by the Sponsor or by any wholly-owned
Subsidiary of the Sponsor, and any person or entity organized,
appointed, or established by the Sponsor or by any Subsidiary for or
pursuant to the terms of any such employee-
11-21
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
Effective December 26, 1990
benefit plan, unless the Board determines that such an employee-benefit
plan or such person or entity is a Person.
11.83. Phantom Investments are not transactions involving Plan assets and are
bookkeeping measurements potentially authorized in Plan article 9
through which a Participant might cause an adjustment to his Plan
Liability Account--as if that Plan Liability Account represented Plan
assets that had been invested according to that Participant's directions
(not to exceed the extent authorized in this Plan).
11.84. Plan means this Top Hat Plan described in this document and its
appendixes and exhibits.
11.85. Plan Committee means any multiple-person Fiduciary appointed by the
Sponsor or another Fiduciary according to the terms of this Plan.
11.86. Plan Liability Account means a bookkeeping record that is never part of
a Participant's Accrued Benefit but that is used to show a Participant's
allocation entitlement under this Plan and is part of his Benefit
Entitlement.
11.87. Plan Year, for this Plan, means the twelve-month period beginning with
January I through the last day of December. For any other Pension Plan,
it means the twelve-month period on which its records are kept, as
defined in ERISA section 3(39).
11.88. Pre-tax Savings Account, for any Participant, means the portion of his
Account that is related to his Elective Deferrals and other Employer
contributions whether or not caused by Compensation-adjustment
Elections.
11.89. Profit, for purposes of this Plan, means the Employers' total net income
from all preceding years and for the tax year for which the
determination is being made, determined by each Employer on the basis of
its books of account and in accordance with its standard and customary
accounting practices but before deduction of taxes based on income and
without reduction for any special non-recurring item such as an
extraordinary loss from the sale or other disposition of any asset or
reserve, and without reduction for
11-22
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
Effective December 26, 1990
contributions to this Plan or any other Pension Plan or other plan or
method of providing deferred or year-end compensation for the period for
which the determination is being made.
11.90. Profit-Sharing Plan, according to Treasury Regulation section
1.401-l(b)(ii), means a Pension Plan that is established and maintained
by an employer to provide for the participation in the employer's
profits by the employer's employees or their beneficiaries. According to
Code section 401(a)(27), however, the question of whether a plan is a
Profit-sharing Plan is determined without regard to the employer's
current or accumulated profits and without regard to whether the
employer is a tax-exempt organization. This Plan is a Profit-sharing
Plan that is not a Qualified Plan; it is a Nonqualified Pension Plan
that is a Profit-sharing Plan.
11.91. Qualified Plan or Qualified Trust refer to a plan or a trust maintained
as part of a plan, in compliance with Code part I, subchapter D, chapter
1, subtitle A.
11.92. Qualifying Employer Real Property is defined in ERISA section 407(d)(4).
Parcels of Employer Real Property may be Qualifying Employer Real
Property even if part or all of that real property is leased to one
lessee (which may be an Employer or an ERISA Affiliate) if
(a) a substantial number of the parcels are dispersed geographically;
(b) each parcel of real property, together with improvements on that
parcel, is suitable (or adaptable without excessive cost) for
more than one use; and
(c) the acquisition and retention of that property complies with the
provisions of part 4 of title I of ERISA (other than ERISA
section 404(a)(1)(B) to the extent that it requires
diversification, and other than ERISA section 404(a)(1)(C), ERISA
section 406, and ERISA section 407(a)).
11.93. Related Entity means an Affiliate or a corporation that would be an
Affiliate if the phrase "at least eighty percent" in Code section
11-23
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
Effective December 26, 1990
1563(a) read "more than fifty percent" or an unincorporated
trade or business that would be an Affiliate if Code section 414(c) were
construed using the standard of "more than fifty percent" instead of "at
least eighty percent."
11.94. Related Entity-maintained means, as to a Related Entity, the same thing
that Employer-maintained means to an Employer.
11.95. Relative is defined in ERISA section 3(15) and means an individual's
spouse, ancestor, lineal descendant, or spouse of a lineal descendant.
11.96. Restoration Event means an event described in Plan section 8.10(g),
which ends the Suspension Period.
11.97. Restricted Participant is a Participant with any Nonforfeitable Employer
Contribution Benefit Entitlement.
11.98. Retire, Retires and all variants mean that a Participant Separates from
Service because of Disability, after attaining Normal Retirement Age, or
after retiring according to an Employer-maintained Qualified Plan.
11.99. Retirement means the act of Retiring or refers to periods after a person
Retires.
11.100.Second-tier Trigger Event
(a) Second-tier Trigger Event means an event described in this Plan's
exhibit entitled "Second-tier Trigger Events"; that exhibit may
be amended by the Sponsor without amending this Plan, except
during a Suspension Period. Until the exhibit entitled
"Second-tier Trigger Events" exists, subsection (b) of this Plan
section is deemed to be that exhibit.
(b) A Second-tier Trigger Event occurs if any of the circumstances
described in any paragraphs of this subsection occurs.
(1) the Sponsor enters into any agreement with a Person that
involves the transfer of ownership of the Spon-
11-24
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
Effective December 26, 1990
sor or of all or at least fifty percent of the Sponsor's
total assets on a consolidated basis, as reported in the
Sponsor's consolidated financial statements filed with the
Securities and Exchange Commission (including an agreement
for the acquisition of the Sponsor by merger,
consolidation, or statutory share exchange--regardless of
whether the Sponsor is intended to be the surviving or
resulting entity after the merger, consolidation, or
statutory share exchange--or for the sale of substantially
all of the Sponsor's assets to that Person), and
(A) the agreement does not include provisions requiring
that the Person must maintain the Crestar Financial
Corporation Additional Nonqualified Executive Plan
and its benefits according to the Crestar Financial
Corporation Additional Nonqualified Executive
Plan's terms on the date, that the agreement is
entered into; or
(B) the agreement does not include provisions requiring
that the Person must establish or maintain a Top
Hat Plan that covers all Crestar Financial
Corporation Additional Nonqualified Executive Plan
participants on the date that the agreement is
entered into and that provides benefits that are at
least equal to the Crestar Financial Corporation
Additional Nonqualified Executive Plan's benefits
according to the Crestar Financial Corporation
Additional Nonqualified Executive Plan's terms on
the date that the agreement is entered into, as
determined by the Administrator applying a standard
derived from ERISA section 208; or
(C) the agreement satisfies the requirements of
paragraph (A) or (B), but does not also provide
that those provisions survive the consummation of
any transaction (including a merger, consolidation,
statutory share exchange, or sale
11-25
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
Effective December 26, 1990
or sale transaction) so that any participant may
enforce those provisions against the Person; or
(D) the agreement satisfies the requirements of
paragraphs (A) or (B) and (C), but, in fact, the
Person does not maintain the Crestar Financial
Corporation Additional Nonqualified Executive Plan
or the Person does not establish or maintain a Top
Hat Plan that covers all Crestar Financial
Corporation Additional Nonqualified Executive Plan
Participants on the date that the agreement is
entered into and that provides benefits that are at
least equal to the Crestar Financial Corporation
Additional Nonqualified Executive Plan's benefits
according to the Crestar Financial Corporation
Additional Nonqualified Executive Plan's terms on
the date that the agreement is entered into and as
determined by the Administrator applying a standard
derived from ERISA section 208.
(2) Any Person is or becomes an Acquiring Person
described in Plan section 11.03(a).
(3) During any period of two consecutive calendar years,
the Continuing Directors cease for any reason to
constitute a majority of the Board.
For purposes of this subsection, a Second-tier Trigger Event
occurs on the closing date of an agreement described in paragraph
(1)(A), (1)(B), or (1)(C) or on the date of breach of an
agreement, as described in paragraph (1)(D); on the date of
public disclosure that a Person has become an Acquiring Person,
as described in paragraph (2); or on the date that the Continuing
Directors cease to constitute a majority of the Board, as
described in paragraph (3).
11.101. Security is defined in ERISA section 3(20) and 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 an Employer or by
11-26
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
Effective December 26, 1990
an ERISA Affiliate. A contract to which ERISA section 408(b)(5) applies
is not treated as a Security for purposes of this Plan.
11.102. Separation, Separation from Service, and all variants mean the cessation
of the employer-employee relationship as that relationship is defined
for Federal Insurance Contribution Act (FICA) determinations on whether
compensation is wages. Specifically, the relationship of
employer-employee ceases when it no longer exists for federal employment
tax purposes or when it no longer satisfies those applicable Employment
Tax regulations, including section 31.3401(c)-1 of the Employment Tax
regulations. An individual Separates from Service when he dies, Retires,
has a Disability, quits, or is discharged.
11.103. Service means employment by an Employer unless otherwise specified.
11.104. Sponsor means Crestar Financial Corporation.
11.105. Sponsor-maintained refers to each employee-benefit plan directly or
indirectly established according to law or continued by the Sponsor. It
includes all relevant Qualified Plans and Nonqualified Pension Plans
whether or not the plans have been terminated.
11.106. Sponsor's Designee means the Sponsor's Compensation and Benefits Manager
or such other Sponsor officer as the Sponsor may designate.
11.107. Spouse means the individual legally married to a Participant (according
to the laws of the individual's domicile), but that individual is not a
Spouse after the marriage to the Participant is legally ended.
11.108. Subsidiary is defined in Rule 12b-2 of the General Rules and Regulations
under the Securities Exchange Act of 1934, as amended as of January 1,
1990, which reads as follows:
A Subsidiary of a specified person is an affiliate controlled by
such person directly, or indirectly through one or more
intermediaries.
11-27
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
Effective December 26, 1990
11.109. Supplemental Account, for any Participant, means the portion of his
Account mentioned in Plan section 4.02(d) and designed to provide
benefits (not including Make-whole Benefit Entitlements) that supplement
other benefits under Employer-maintained Pension Plans.
11.110. Supplemental Benefit Entitlement means a portion of a Participant's
Benefit Entitlement that is either a Supplemental Account (or the
coordinate portion of his Plan Liability Account) or a defined-benefit
form of Benefit Entitlement that is not a Make-whole Benefit
Entitlement.
11.111. Supplemental Earnings Factor means the earnings rate most recently
announced by the Sponsor's Designee, on behalf of the Sponsor (during a
Suspension Period, by the Fiduciary authorized according to Plan section
8.09(g) to exercise the Sponsor's powers) to be applied to this Plan's
calculations of the Supplemental Account and Make-whole Benefit
Entitlement portions of Plan Liability Accounts to reflect earnings that
could have applied to Supplemental Accounts had this Plan been a
Qualified Plan.
11.112. Surviving Spouse means a Participant's Spouse at the time of that
Participant's death.
11.113. Suspension Period means the time after one Trigger Event and before the
effects of all Trigger Events have been reversed by Restoration Events.
11.114. Top Hat Plan means a Nonqualified Pension Plan that is unfunded and
maintained by an employer for a select group of management or highly
compensated employees, as described in ERISA section 201(2), ERISA
section 301(a)(3), ERISA section 401(a)(1), or ERISA section 4021(b)(6).
11.115. Trigger Event means a First-tier Trigger Event, a Second-tier Trigger
Event, or a Financial Trigger Event.
11.116. Unrestricted Participant means a Participant whose Employer Contribution
Benefit Entitlement is entirely Forfeitable.
11-28
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
Effective December 26, 1990
11.117. Valuation Date, for this Plan, means the last day of each Plan Year and
any other date determined by the Administrator.
11-29
<PAGE>
Crestar Financial Corporation
Additional Nonqualified
Executive Plan
Effective December 26, 1990
ADOPTION OF PLAN
----------------
As evidence of its adoption of the Plan as amended and restated in this
document, Crestar Financial Corporation, the Sponsor, has caused this document
to be signed by its duly authorized officer as of December 26, 1990.
CRESTAR FINANCIAL CORPORATION
By:Patrick ?
-------------------------------
<PAGE>
CRESTAR FINANCIAL CORPORATION
ADDITIONAL NONQUALIFIED EXECUTIVE PLAN
As Amended and Restated
Effective December 26, 1990
FINANCIAL TRIGGER EVENTS EXHIBIT
Effective December 18, 1992
----------------------------------
Plan section 11.52 defines the term "Financial Trigger Event." Under Plan
section 11.52(a), that term has the meaning set forth in a Plan exhibit entitled
"Financial Trigger Events"; when no such exhibit exists, that term has the
meaning set forth in Plan section 11.52(b).
Until December 18, 1992, the term "Financial Trigger Event" is defined by Plan
section 11.52(b). On December 18, 1992, the Sponsor's Board directed appropriate
officers to amend the plans associated with the OMNI Trust to remove the
definition of Financial Trigger Event. Acting pursuant to the Board's direction,
the Sponsor's Designee hereby creates this exhibit, effective December 18, 1992.
According to this exhibit (and despite Plan section 11.52), the term "Financial
Trigger Event" is no longer a defined term under the Plan (in other words, a
Financial Trigger Event cannot occur under the Plan).
CRESTAR FINANCIAL CORPORATION
Date:___________ By:________________________
Ross W. Dorneman
Sponsor's Designee
<PAGE>
CRESTAR FINANCIAL CORPORATION
ADDITIONAL NONQUALIFIED EXECUTIVE PLAN
As Amended and Restated
Effective December 26, 1990
FIRST-TIER TRIGGER EVENT EXHIBIT
Effective December 18, 1992
----------------------------------
In accordance with Plan section 11.53(a), the definition of First-tier Trigger
Event in this Exhibit replaces the definition of First-tier Trigger Event in
Plan section 11.53(b), effective December 18, 1992.
A First-tier Trigger Event occurs on the earlier of these two times:
(1) a notice of a Board meeting (a regularly scheduled meeting or a
special meeting) is sent by the appropriate officers to the
Sponsor's Board, indicating a purpose of the meeting is to consider
a transaction that, if consummated, would constitute a Second-tier
Trigger Event; or
(2) the Sponsor's Board announces that it has met (whether at a
regularly scheduled meeting or a special meeting) to consider a
proposal for a transaction that, if consummated, would constitute a
Second-tier Trigger Event.
This exhibit is implemented by me as the Sponsor's Designee under the Plan
pursuant to action of the Board of Directors on December 18, 1992.
Date:___________ By:________________________
Ross W. Dorneman
Sponsor's Designee
<PAGE>
CRESTAR FINANCIAL CORPORATION
CERTIFICATE
I, Ross W. Dorneman, hereby certify that I am the duly appointed and
qualified Compensation and Benefits Manager of Crestar Financial Corporation and
as such, I am the Sponsor's Designee under the Crestar Financial Corporation
Additional Nonqualified Executive Plan, effective December 26, 1990 (the
"Plan"), and I further certify that the First-Tier Trigger Events Exhibit and
the Second-Tier Trigger Events Exhibit to the Plan, attached to this
Certificate, were implemented by me this date pursuant to action of the Board of
Directors taken on October 25, 1996.
The adoption of the Exhibits attached to this Certificate affects other
provisions of the Plan that are dependent on the definitions of First-tier
Trigger Event or Second-tier Trigger Event. For example, the term "Trigger
Event" is defined as a First-tier Trigger Event, a Second-tier Trigger Event or
a Financial Trigger Event. No Trigger Event can occur on or after the date of
this Certificate and, therefore, no Suspension Period and no Restoration Period
can occur on or after the date of this Certificate. Accordingly, any provision
in the Plan that purports to require assumption of duties by the Alternate
Primary Trustee or Alternate Administrator or to limit, affect or preclude
actions or authority of the Sponsor, Trustee, the Administrator or any other
party to the Plan on or after the occurrence of a Trigger Event (or a
First-tier, Second-tier or Financial Trigger Event) or a Suspension Period or
Restoration Period shall be ineffective.
Dated:___________________ _________________________________
Ross W. Dorneman
Sponsor's Designee
<PAGE>
CRESTAR FINANCIAL CORPORATION
ADDITIONAL NONQUALIFIED EXECUTIVE PLAN
Effective December 26, 1990
FIRST-TIER TRIGGER EVENTS EXHIBIT
Effective March 30, 1998
----------------------------------
In accordance with Plan section 11.53(a), the definition of First-tier Trigger
Event in this exhibit replaces the definition of First-tier Trigger Event in
Plan section 11.53(b) and supersedes the First-Tier Trigger Events Exhibit dated
December 18, 1992. According to this exhibit, the term "First-tier Trigger
Event" is no longer a defined term under the Plan (in other words, a First-tier
Trigger Event cannot occur under the Plan and any provision of the that purports
to limit, affect or preclude actions or authority of the Sponsor, Trustee,
Administrator or any other party to Plan on the occurrence of or following a
First-tier Trigger Event shall be ineffective).
This exhibit is implemented by me as the Sponsor's Designee under the Plan
pursuant to action of the Board of Directors on October 25, 1996,
Date:________________ By:_______________________________
Ross W. Dorneman
Sponsor's Designee
<PAGE>
CRESTAR FINANCIAL CORPORATION
ADDITIONAL NONQUALIFIED EXECUTIVE PLAN
Effective December 26, 1990
SECOND-TIER TRIGGER EVENTS EXHIBIT
Effective March 30, 1998
----------------------------------
In accordance with Plan section 11.100(a), the definition of Second-tier Trigger
Event in this exhibit replaces the definition of Second-tier Trigger Event in
Plan section 11.100(b). According to this exhibit, the term "Second-tier Trigger
Event" is no longer a defined term under the Plan (in other words, a Second-tier
Trigger Event cannot occur under the Plan and any provision of the that purports
to limit, affect or preclude actions or authority of the Sponsor, Trustee,
Administrator or any other party to Plan on the occurrence of or following a
Second-tier Trigger Event shall be ineffective).
This exhibit is implemented by me as the Sponsor's Designee under the Plan
pursuant to action of the Board of Directors on October 25, 1996,
Date:________________ By:_______________________________
Ross W. Dorneman
Sponsor's Designee
<PAGE>
CRESTAR FINANCIAL CORPORATION
CRESTAR BANK
Certificate
I, James J. Kelley, hereby certify that I am the duly elected and
qualified Human Resources Director of Crestar Financial Corporation and Crestar
Bank. I further certify that I have today implemented the attached resolutions
pursuant to actions taken by the Board of Directors on October 23, 1998, which
actions remain in full force and effect as of this date.
Date: December 30, 1998 ______________________________________
James J. Kelley
<PAGE>
CRESTAR FINANCIAL CORPORATION
CRESTAR BANK
RESOLVED, That pursuant to actions of the Human Resources and Compensation
Committee on October 22, 1998 and to actions of the Board of Directors of
Crestar Financial Corporation and Crestar Bank on October 23, 1998, which
provided that Crestar Bank should be sponsor of the plans funded through the
Crestar Bank Selected Executive Plans Trust and Crestar Bank accepted such
sponsorship, the Crestar Financial Corporation Additional Nonqualified Executive
Plan is amended to provide that Crestar Bank is the sponsor under such Plan,
effective as of December 29, 1998.
EXHIBIT 10.38
CRESTAR FINANCIAL CORPORATION
CERTIFICATE
CRESTAR FINANCIAL CORPORATION 1993 STOCK INCENTIVE PLAN
CRESTAR FINANCIAL CORPORATION SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN
I, James J. Kelley, hereby certify that I am the duly appointed and
qualified Human Resources Director of Crestar Financial Corporation, and that
the amendments to the Crestar Financial Corporation 1993 Stock Incentive Plan
and the Crestar Financial Corporation Supplemental Executive Retirement Plan as
forth in Exhibits I and II, respectively, and attached hereto were implemented
by me this date pursuant to actions of the Board of Directors taken on December
19, 1997, which actions remain in full force and effect as of the date of this
certificate.
Dated: ___________________ _________________________________
James J. Kelley
Human Resources Director
<PAGE>
EXHIBIT I
RESOLUTIONS AMENDING THE 1993 STOCK INCENTIVE PLAN
RESOLVED, that the the first sentence of Section 13.05(a) of the Crestar
Financial Corporation 1993 Stock Incentive Plan (the "Plan") is amended to read
as follows:
Despite any other provision of this Plan, if the Accounting Firm
determines that receipt of benefits or payments under this Plan,
including, without limitation, any acceleration of benefits or
payments under this Plan or any other payment or benefit provided by
the Company or a Related Entity would subject a Participant to tax
under Code section 4999, it must determine whether some amount of
benefits or payments would meet the definition of a "Reduced Amount."
RESOLVED FURTHER, that Section 13.05(a) of the Plan is further amended by adding
the following sentence at the end thereof:
If the Participant will receive a Reduced Amount, Participant's total
payments subject to Code section 280G ("Parachute Payments") will be
adjusted by first reducing the amount payable under any other plan,
program, or agreement that, by its terms, requires a reduction to
prevent a "golden parachute" payment under Code section 280G; by next
reducing Participant's benefit, if any, payable under the Crestar
Financial Corporation Supplemental Executive Retirement Plan, to the
extent that it is a Parachute Payment; by next reducing Participant's
Parachute Payments in accordance with the Crestar Financial
Corporation Executive Severance Plan; and thereafter by reducing
Parachute Payments payable under other plans and agreements (with the
reduction first coming from cash benefits and then from noncash
benefits).
RESOLVED FURTHER, that Section 13.05 of the Plan is further amended by adding
subsections (e) and (f) to read as follows:
(e) For purposes of this section, "Accounting Firm" means the public
accounting firm retained as the Company'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 section, then "Accounting Firm" shall mean such other
independent accounting firm agreed upon by the Company and the
Participant. The two preceding sentences to the contrary
notwithstanding, if the public accounting firm retained as the
<PAGE>
Company'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
section (in which case such accounting firm shall then be referred to
as the "Accounting Firm").
(f) This Section 13.05 shall not apply to a Participant who has
entered into an agreement with the Company or a Related Entity that
includes an indemnity by the Company or a Related Entity for any
liability that the Participant may incur under Code section 4999 or
any liability that the Participant may incur on account of such
indemnification payment.
EXHIBIT 10.42
CRESTAR FINANCIAL CORPORATION
CRESTAR BANK
Certificate
I, James J. Kelley, hereby certify that I am the duly elected and
qualified Human Resources Director of Crestar Financial Corporation and Crestar
Bank. I further certify that the amendment to the Crestar Financial Corporation
Executive Severance Plan attached to this Certificate as Exhibit I was
implemented by me this date, pursuant to actions taken by the Board of Directors
on October 23, 1998, and by the Board's Human Resources and Compensation
Committee on October 22, 1998, which actions remain in full force and effect as
of this date.
Dated: December 30, 1998 ___________________________________
James J. Kelley
<PAGE>
CRESTAR FINANCIAL CORPORATION
CRESTAR BANK
RESOLVED, That pursuant to actions of the Human Resources and Compensation
Committee on October 22, 1998 and to actions of the Board of Directors of
Crestar Financial Corporation and Crestar Bank on October 23, 1998, which
provided that Crestar Bank should be sponsor of the plans funded through the
Crestar Bank Supplemental Executive Retirement Plans Trust and Crestar Bank
accepted such sponsorship, the Crestar Financial Corporation Supplemental
Executive Retirement Plan and the Crestar Financial Corporation Excess Benefit
Plan are amended to provide that Crestar Bank is the sponsor under such Plans,
effective as of December 29, 1998.
<PAGE>
CRESTAR FINANCIAL CORPORATION
CERTIFICATE
CRESTAR FINANCIAL CORPORATION 1993 STOCK INCENTIVE PLAN
CRESTAR FINANCIAL CORPORATION SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN
I, James J. Kelley, hereby certify that I am the duly appointed and
qualified Human Resources Director of Crestar Financial Corporation, and that
the amendments to the Crestar Financial Corporation 1993 Stock Incentive Plan
and the Crestar Financial Corporation Supplemental Executive Retirement Plan as
forth in Exhibits I and II, respectively, and attached hereto were implemented
by me this date pursuant to actions of the Board of Directors taken on December
19, 1997, which actions remain in full force and effect as of the date of this
certificate.
Dated: ___________________ _________________________________
James J. Kelley
Human Resources Director
<PAGE>
EXHIBIT II
RESOLUTIONS AMENDING THE SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
RESOLVED, that Section 1.01 of the Crestar Financial Corporation Supplemental
Executive Retirement Plan (the "Plan") is 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").
RESOLVED FURTHER, that the penultimate sentence of Section 8.01(d) of the Plan
is amended by adding the following language at the end thereof:
and thereafter by reducing Parachute Payments payable under other
plans and agreements (with the reductions first coming from cash
benefits and then from noncash benefits).
RESOLVED FURTHER, that Section 8.01 of the Plan is amended by adding subsection
(g) to read as follows:
(g) This Section 8.01 shall not apply to a Participant who has
entered into an agreement with the Corporation or an Affiliate that
includes an indemnity by the Corporation or an Affiliate for any
liability that the Participant may incur under Code section 4999 or
any liability that the Participant may incur on account of such
indemnification payment.
EXHIBIT 10.43
CRESTAR FINANCIAL CORPORATION
DIRECTORS' STOCK COMPENSATION PLAN
ARTICLE I
DEFINITIONS
1.01. Affiliate means any "subsidiary" or "parent" corporation of the
Company (as such terms are defined in section 424 of the Code).
1.02 Board means the Board of Directors of the Company.
1.03 Common Stock means the common stock of the Company.
1.04 Company means Crestar Financial Corporation.
1.05 Date of Award means each January 2 during the term of the Plan.
1.06 Fair Market Value means, on any given date, the average of the high
and low prices of a share of Common Stock as reported on the NASDAQ National
Marketing System of the National Association of Securities Dealers on such date
or, if the Common Stock was not traded on such day, then on the next preceding
day that the Common Stock was traded on such exchange, all as reported by the
Wall Street Journal.
1.07 Participant means a member of the Board who satisfies the
requirements of Article IV.
1.08 Plan means the Crestar Financial Corporation Directors' Stock
Compensation Plan.
ARTICLE II
PURPOSES
The Plan is intended to assist the Company in promoting a greater
identity of interest between the Company's non-employee directors and its
shareholders, and to assist the Company in attracting and retaining non-employee
directors by affording Participants an opportunity to share in the future
success of the Company. <PAGE>
ARTICLE III
ADMINISTRATION
The Plan shall be administered by the Company's Director of Human
Resources in a manner that is consistent with the provisions of this Plan. The
Company's Director of Human Resources shall not be liable for any act done in
good faith with respect to this Plan. All expenses of administering this Plan
shall be borne by the Company and its Affiliates.
ARTICLE IV
ELIGIBILITY
Each member of the Board who is not an employee of the Company or an
Affiliate, and who has not been employed by the Company or one of its Affiliates
during the twelve months preceding the Date of Award will participate in the
Plan during his or her service on the Board. The preceding sentence to the
contrary notwithstanding, a member of the Board who is required to transfer,
assign or pay his or her retainer fee to his or her employer or firm will not
participate in the Plan.
ARTICLE V
AWARDS
Shares of Common Stock will be awarded to each Participant as of each
Date of Award. Subject to Article VIII's limitation on the number of shares of
Common Stock which may be issued under the Plan, on each Date of Award each
Participant will be awarded the number of whole shares determined by dividing
$6,000 by the Fair Market Value on the Date of Award. A fractional share shall
not be issued under the Plan but instead each Participant shall be paid the Fair
Market Value of the fractional share (determined as of the Date of Award), in
cash with the balance of his or her retainer fee for the year.
ARTICLE VI
VESTING OF SHARES
The shares of Common Stock awarded under the Plan will be immediately
vested and nonforfeitable. Subject to the requirements of Article IX, the shares
awarded under the Plan may be sold or transferred by the Participant at any
time.
2
<PAGE>
ARTICLE VII
SHAREHOLDER RIGHTS
Participants will have all the rights of shareholders with respect to
shares awarded under the Plan. Accordingly, Participants will be entitled to
vote the shares and receive dividends.
ARTICLE VIII
SHARES AUTHORIZED
Up to one hundred thousand shares of Common Stock may be awarded under
the Plan. If the Company effects one or more stock dividends, stock split-ups,
subdivisions, reclassifications, or consolidations of shares, or other similar
changes in capitalization after the Plan's adoption by the Board, the maximum
number of shares that may be awarded under the Plan shall be proportionately
adjusted.
ARTICLE IX
COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES
No Common Stock shall be awarded and no certificates for shares of
Common Stock shall be delivered under the Plan except in compliance with all
applicable federal and state laws and regulations, any listing agreement to
which the Company is a party, and the rules of all domestic stock exchanges on
which the Company's shares may be listed. The Company shall have the right to
rely on the opinion of its counsel as to such compliance. Any share certificate
issued to evidence Common Stock issued under the Plan may bear such legends and
statements as the Company may deem advisable to assure compliance with federal
and state laws and regulations. No Common Stock shall be awarded and no
certificates for shares of Common Stock shall be delivered until the Company has
obtained such consent or approval as it may deem advisable from regulatory
bodies having jurisdiction over such matters.
ARTICLE X
GENERAL PROVISIONS
10.01 Unfunded Plan. The Plan, insofar as it provides for grants, shall
be unfunded, and the Company shall not be required to segregate any assets that
may at any time be represented by grants under the Plan. Any liability of the
Company to any person with respect to any grant under the Plan shall be based
solely upon any contractual obligations that may be created pursuant to the
Plan. No such obligation of the Company shall be deemed to be secured by any
pledge of, or other encumbrance on, any property of the Company.
3
<PAGE>
10.02 Rules of Construction. Headings are given to the articles and
sections of the Plan solely as a convenience to facilitate reference. The
reference to any statute, regulation, or other provision of law shall be
construed to refer to any amendment to or successor of such provision of law.
ARTICLE XI
AMENDMENT
The Plan may be amended by the Board, but shall not be amended more than
once every six months, unless such amendment is required because of changes in
the Internal Revenue Code of 1986, as amended, the Employee Retirement Income
Security Act of 1974, as amended, or the rules and regulations thereunder. No
amendment may become effective until shareholder approval is obtained if the
amendment (i) increases the aggregate number of shares of Common Stock that may
be awarded under the Plan, (ii) increases the benefits awarded to Participants
under the Plan or (iii) changes the eligibility requirements for participation
in the Plan.
ARTICLE XII
DURATION OF PLAN
The final award under the Plan will be made as of the Date of Award in
1998. The Board may terminate the Plan sooner by appropriate action. The Plan
will terminate automatically, without action by the Board, if there are
insufficient shares available to make the awards described in the Plan.
ARTICLE XIII
EFFECTIVE DATE OF PLAN
The Plan will become effective once it is adopted by the Board and
approved by a majority of the votes cast at a duly held shareholders' meeting at
which a quorum representing a majority of all outstanding voting stock is,
either in person or by proxy, present and voting on the Plan. No awards will be
made under the Plan prior to the shareholder's approval of the Plan.
4
EXHIBIT 10.47
[CRESTAR LETTERHEAD]
919 East Main Street
Richmond, VA 23219
CERTIFICATE
The undersigned, Linda F. Rigsby, hereby certifies that she is the
Corporate Secretary of Crestar Financial Corporation (the Corporation) and
Crestar Bank (the Bank), both Virginia corporations, and as such is duly
authorized to execute this Certificate on behalf of the Corporation and the
Bank.
The undersigned further certifies that the resolutions attached to this
Certificate as Exhibit I are true and correct copies of the resolutions approved
by the Board of Directors of the Corporation and the Board of Directors of the
Bank on October 23, 1998, with respect to the Crestar Financial Corporation
Directors' Equity Program, and that such resolutions remain in full force effect
as of the date of this Certificate.
WITNESS the signature of the undersigned and the seals of the Corporation
and the Bank affixed this ___ day of November, 1998, in Richmond, Virginia.
------------------------------------
Linda F. Rigsby
Corporate Secretary
<PAGE>
EXHIBIT I
CRESTAR FINANCIAL CORPORATION
CRESTAR BANK
BOARD OF DIRECTORS MEETING
October 23, 1998
RESOLUTION AMENDING THE DIRECTORS' EQUITY PROGRAM.
RESOLVED, that Section 2(x) of the Crestar Financial Corporation
Directors' Equity Program is hereby amended to read as follows:
Terminate, Terminating, or Termination, with respect to a
Participant, means cessation of his or her relationship with the
Company as a member of the Board and cessation of his or her
relationship with Crestar Bank as a member of the Crestar Bank board
of directors.
RESOLVED, that Section 3 of the Crestar Financial Corporation Directors'
Equity Program is hereby amended by adding a new Subsection 3(c) as
follows:
Notwithstanding the preceding subsections 3(a) and 3(b), no Equity
Awards shall be made on or after the merger of Crestar Financial
Corporation with SMR Corporation.
RESOLVED, that Section 12 of the Directors' Equity Program is amended by
deleting the third sentence thereof.
RESOLVED, that the Directors' Equity Program is further amended by adding
a new section 17 to read as follows:
SUNTRUST. Effective upon the merger of the Company with SMR
Corporation, the number of shares of Crestar Financial Corporation
common stock credited to each Participant's Account shall be
adjusted in accordance with the exchange ratio prescribed in the
Agreement and Plan of Merger by and among SunTrust Banks, Inc.,
Crestar Financial Corporation and SMR Corporation and denominated as
shares of common stock of SunTrust Banks, Inc. References in the
Plan to "Company common stock" shall thereafter be interpreted as
references to "SunTrust Banks, Inc. common stock." References in the
Plan to the "Administrator" shall thereafter be interpreted as
<PAGE>
references to Crestar Financial Corporation or its delegate;
provided, that in the absence of such delegation, Crestar Financial
Corporation shall act by its Director of Human Resources or such
other officer whose responsibilities include human resources or
similar matters.
and;
RESOLVED FINALLY, that the appropriate officers of the Company are hereby
authorized and directed to take such actions and to execute such documents
as may be necessary or desirable to implement the foregoing resolutions,
all without the necessity of further action by this Board of Directors.
EXHIBIT 11.1
SUNTRUST BANKS, INC.
Statement re: Computation of Per Share Earnings
(In thousands, except per share data)
<TABLE>
<CAPTION>
Year Ended December 31
-------------------------------------------------------------------------------
1998 1997 1996 1995 1994 1993
----------- ----------- ----------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
BASIC
Net income $971,017 $975,923 $858,950 $802,761 $752,278 $652,764
----------- ----------- ----------- ----------- ----------- ----------
Average basic common shares 314,908 316,436 326,502 333,212 335,124 340,179
----------- ----------- ----------- ----------- ----------- ----------
Earnings per common share - basic $3.08 $3.08 $2.63 $2.41 $2.24 $1.92
=========== =========== =========== =========== =========== ==========
DILUTED
Net income $971,017 $975,923 $858,950 $802,761 $752,278 $652,764
----------- ----------- ----------- ----------- ----------- ----------
Average common shares outstanding 314,908 316,436 326,502 333,212 335,124 340,179
Incremental shares outstanding (1) 4,803 4,496 4,540 4,267 4,131 4,029
----------- ----------- ----------- ----------- ----------- ----------
Average diluted common shares 319,711 320,932 331,042 337,479 339,255 344,208
----------- ----------- ----------- ----------- ----------- ----------
Earnings per common share - diluted $3.04 $3.04 $2.59 $2.38 $2.22 $1.90
=========== =========== =========== =========== =========== ==========
</TABLE>
(1) Includes the incremental effect of stock options and restricted stock
outstanding computed under the treasury stock method.
EXHIBIT 12.1
SUNTRUST BANKS, INC.
Ratio of Earnings to Fixed Charges
(In thousands)
<TABLE>
<CAPTION>
Year Ended December 31
----------------------------------------------------------------------------------------
1998 1997 1996 1995 1994 1993
----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
RATIO 1 - INCLUDING DEPOSIT INTEREST
Earnings:
Income before income taxes $1,498,306 $1,499,599 $1,265,942 $1,211,458 $1,135,068 $964,565
Fixed charges 2,773,877 2,479,633 2,185,047 2,051,441 1,477,543 1,280,720
---------------------------------------------------------------------------------------
Total $4,272,183 $3,979,232 $3,450,989 $3,262,899 $2,612,611 $2,245,285
========================================================================================
Fixed charges:
Interest on deposits 1,644,229 1,627,417 1,585,707 1,481,548 1,109,799 1,015,955
Interest on funds purchased 634,086 461,724 356,879 336,360 122,054 87,900
Interest on other short-term borrowings 127,800 133,814 81,683 91,271 121,711 73,516
Interest on long-term debt 340,664 230,509 134,530 118,152 101,875 81,895
Portion of rents representative of the
interest factor (1/3) of rental expense 27,098 26,169 26,248 24,110 22,104 21,454
----------------------------------------------------------------------------------------
Total $2,773,877 $2,479,633 $2,185,047 $2,051,441 $1,477,543 $1,280,720
========================================================================================
Earnings to fixed charges 1.54 x 1.60 x 1.58 x 1.59 x 1.77 x 1.75 x
RATIO 2 - EXCLUDING DEPOSIT INTEREST
Earnings:
Income before income taxes $1,498,306 $1,499,599 $1,265,942 $1,211,458 $1,135,068 $964,565
Fixed charges 1,129,648 852,216 599,340 569,893 367,744 264,765
----------------------------------------------------------------------------------------
Total $2,627,954 $2,351,815 $1,865,282 $1,781,351 $1,502,812 $1,229,330
========================================================================================
Fixed charges:
Interest on funds purchased 634,086 461,724 356,879 336,360 122,054 87,900
Interest on other short-term borrowings 127,800 133,814 81,683 91,271 121,711 73,516
Interest on long-term debt 340,664 230,509 134,530 118,152 101,875 81,895
Portion of rents representative of the
interest factor (1/3) of rental expense 27,098 26,169 26,248 24,110 22,104 21,454
----------------------------------------------------------------------------------------
Total $1,129,648 $852,216 $599,340 $569,893 $367,744 $264,765
========================================================================================
Earnings to fixed charges 2.33 x 2.76 x 3.11 x 3.13 x 4.09 x 4.64 x
</TABLE>
TEAMWORK
STI
STRENGTH INTEGRITY
All three are essential in building, maintaining and growing a vibrant,
successful company that benefits shareholders, customers and employees. At Sun
Trust these elements are woven into the very fabric of our entire organization.
From our people interacting with customers at local branch offices to the
extensive systems supporting the wide range of services and products we offer,
our emphasis on strength, teamwork and integrity helps Sun Trust distinguish
itself as one of the nation's pre-eminent financial institutions.
<PAGE>
[photo]
L. Phillip Humann
TO FELLOW SHAREHOLDERS
In 1998, SunTrust experienced a year of growth and change. Our objective was to
build both our services and our customer base for the future. The January
acquisition of Equitable Securities, which was renamed SunTrust Equitable
Securities, enhanced our capital markets and asset management areas and brought
equity underwriting capabilities to SunTrust. A company-wide Corporate and
Investment Banking division was created to consolidate and expand our services
and products to this important group of customers.
The merger with Crestar Financial Corporation at year-end added $27.6 billion in
assets and over 360 offices in Virginia, Maryland and the District of Columbia.
In addition, significant growth was experienced in trust and investment
services, mortgage banking, online banking and other alternative delivery
systems during the year.
EARNINGS PER SHARE-DILUTED
(IN DOLLARS)
1.90 2.22 2.38 2.59 3.04 3.04
- --------------------------------------------
93 94 95 96 97 98
The desired result of this growth is to provide a better return to you, our
shareholders. Most banking companies underperformed the general stock market
averages for the year. While the SunTrust 1998 total return on investment did
not match the returns of recent years, it was a respectable 9%. For the five
years ended December 31, 1998 the average annual return including the
reinvestment of dividends for SunTrust shareholders was 30.4%, bettering the
returns of both the S&P 500 and the S&P Major Bank Index. A $1,000 investment at
the end of 1993 would have been worth $3,768 at year-end 1998.
The importance of consistent earnings per share growth was not forgotten as we
positioned the Company for the future. Operating earnings (net income excluding
merger-related charges) were
2/SunTrust Banks, Inc.
<PAGE>
DIVIDENDS PER SHARE
(IN DOLLARS)
0.580 0.660 0.740 0.825 0.925 1.000
----------------------------------------------
93 94 95 96 97 98
$3.41 per share for the year compared with a restated $3.04 per share for 1997.
This 12.2% gain was in line with our five-year annual rate of earnings growth of
12.4%. SunTrust's 1998 performance ratios reflected these solid operating
earnings. The return on average assets (ROA) was 1.33%, and the return on
average realized shareholders' equity (ROE) was 19.29%. Including the
merger-related charges in 1998, the ROA was 1.18% and the ROE was 17.21%.
In the competitive markets where SunTrust operates, an expanding high-quality
loan portfolio and strong noninterest income growth are crucial to generating
good returns for shareholders. In 1998, our loan growth continued to be strong
while both charge-offs and nonperforming assets as a percent of outstanding
loans remained low. The region's strong economy and intense new business efforts
by SunTrust led to significant increases in mortgage-related fees and trust
income as well as growth in our investment banking business.
With all the changes of 1998, SunTrust has grown to the tenth largest financial
institution in the nation based on assets, with almost 1,100 branches serving
over 3.3 million customers across six states and the District of Columbia.
Although continuing our record of strong earnings performance will be a
challenge, SunTrust's expanded organization and marketplace offer many
opportunities for cross-selling, introducing new lines of business and obtaining
operating efficiencies. Managers throughout our Company are committed to a
smooth, successful integration of Crestar and enhancing our earnings record.
As the new millennium approaches, there continues to be extensive discussion of
the problems the year 2000 may bring. The banking industry has been addressing
these concerns for a number of years. At SunTrust, a dedicated team of
individuals has been working on this issue since the mid-1990s, and we are
comfortable that our systems will work effectively on January 1, 2000. A
detailed report on our efforts surrounding Year 2000 can be found on pages 38 to
40 of this Annual Report.
Four new members joined the SunTrust Board of Directors at the end of 1998 as
part of the Crestar transaction. They are Richard G. Tilghman, Vice Chairman of
SunTrust and Chairman and
SunTrust Banks, Inc./3
<PAGE>
CLOSING STOCK PRICE
(IN DOLLARS)
22.50 23.88 34.25 49.25 71.38 76.50
----------------------------------------------
93 94 95 96 97 98
CEO of Crestar; Frank E. McCarthy, President of the National Automobile
Dealers Association; G. Gilmer Minor, III, Chairman and CEO of Owens & Minor,
Inc.; and Frank S. Royal, M.D., President of Frank S. Royal, M.D., P.C. and
Chairman of the Board of Meharry Medical College. These gentlemen, proven
leaders within their respective fields and communities, have strong ties to
the Crestar business communities.
At its first meeting of 1999, the SunTrust Board approved an annual dividend of
$1.38 per share, a 38% increase over the $1.00 per share paid in 1998.
Without the talent and hard work of each of our employees, our Company could not
have realized the opportunities available to it and become the tenth largest
financial institution in the nation. The many additions and changes of the past
year enhance each employee's ability to provide quality products and services to
our growing customer base. As a team, SunTrust will strive to continue to serve
the best interests of our shareholders, customers and numerous communities.
Your confidence and support as a SunTrust shareholder are instrumental to our
success. Our goal is to continue to operate in a manner that produces both
earnings growth and a significant return on your investment.
Sincerely,
/s/ L. Phillip Humann
L. Phillip Humann
Chairman of the Board, President and Chief Executive Officer
February 9, 1999
- -------------------------------------------------------------------------------
SunTrust Information Available on the Internet
SunTrust shareholders and investors now have electronic access to Company
information through the "About SunTrust" section on SunTrust's home page at
www.SunTrust.com. Given this access and the ability to request information,
SunTrust will discontinue mailing quarterly reports to shareholders
effective in 1999. This change is consistent with SunTrust's commitment to
provide our customers and shareholders with timely information in an
efficient, cost-effective manner.
- -------------------------------------------------------------------------------
4/SunTrust Banks, Inc.
<PAGE>
STI
SunTrust Banks Inc. is the tenth largest banking company in the United States
with assets of $93.2 billion. The Company provides a full line of consumer and
commercial banking services to more than 3.3 million customers through 1,079
full-service banking offices in Alabama, Florida, Georgia, Maryland, Tennessee,
Virginia and the District of Columbia. SunTrust's primary businesses include
traditional deposit and credit services as well as trust and investment
services. Through various subsidiaries the Company provides credit cards,
mortgage banking, credit-related insurance, data processing and information
services, discount brokerage and investment banking services. As of December 31,
1998, SunTrust had total deposits of $59.0 billion, discretionary trust assets
of $90.8 billion and a mortgage servicing portfolio of $38.2 billion.
Principal Banking Subsidiaries
- ------------------------------------------------------------------------------
SunTrust Banks of Florida, Inc.
Headquartered in Orlando, Florida, SunTrust Banks of Florida, Inc. is the
holding company for the 13 SunTrust banks which serve the banking
needs of customers in Florida. At December 31, 1998, SunTrust Banks of
Florida had $30.3 billion in assets, 377 full-service banking offices and 576
ATMs.
- ------------------------------------------------------------------------------
SunTrust Banks of Georgia, Inc.
Headquartered in Atlanta, Georgia, SunTrust Banks of Georgia, Inc. is the
holding company for the nine SunTrust banks which serve the banking needs
of customers in Georgia. At December 31, 1998, SunTrust Banks of Georgia
had $25.6 billion in assets, 218 full-service banking offices
and 379 ATMs.
- ------------------------------------------------------------------------------
SunTrust Banks of Tennessee, Inc.
Headquartered in Nashville, Tennessee, SunTrust Banks of Tennessee, Inc. is
the holding company for the five SunTrust banks which serve the banking
needs of customers in Tennessee and Alabama. At December 31, 1998, SunTrust
Banks of Tennessee had $8.6 billion in assets, 117 full-service banking offices
and 175 ATMs.
- ------------------------------------------------------------------------------
Crestar Financial Corporation
Headquartered in Richmond, Virginia, Crestar Financial Corporation is the
holding company for Crestar Bank which serves the banking needs of customers
in Virginia, Maryland and the District of Columbia. At December 31, 1998,
Crestar had $27.6 billion in assets, 367 full-service banking offices and
709 ATMs.
- ------------------------------------------------------------------------------
SunTrust Banks, Inc./5
<PAGE>
STRENGTH
When you think of the strength of a company, you might first think about its
finances - especially if the company provides financial services. But the
strength of its financial position alone is the culmination of every other
aspect of how that organization functions and operates. How it lives and
breathes on a daily basis.
Financially and operationally, SunTrust is one of the strongest companies in its
industry. Financially, the combination of increasing revenue, cost control and
careful but aggressive investing and lending produces a very healthy and widely
respected balance sheet. This strength has allowed us to chart and follow our
own destiny over the years.
Operationally, the focus of serving customers with highly motivated,
exceptionally talented representatives fosters long-term, mutually beneficial
relationships. With ongoing training and strong support systems and services,
SunTrust has a distinct competitive advantage for expanding its client base and
for broadening and strengthening those ties with the customers it presently
serves.
To this end, we constantly assess the needs of existing and potential customers
and enhance our product and service offerings to meet those needs. Some
highlights during 1998 were the expansion of our STI Classic family of funds
with the Tax Sensitive Growth Stock Fund. We also introduced our Active Investor
asset management account that offers consolidated monthly statements, automatic
cash management and personal service from an investment consultant and a
relationship banker. In addition, we continued to make enhancements to our
TeleBank 24 telephone banking sales and service operations which are available
24 hours a day, 365 days a year.
At SunTrust, we know that our success and ability to reward our shareholders'
investment hinge on the strength of our operations, strength of our systems, and
strength of our employees to deliver superior service. With all of these
components working in unison, we will continue to provide the strength reflected
in our growth and earnings.
6/SunTrust Banks, Inc.
<PAGE>
[photo]
SunTrust Banks, Inc./7
<PAGE>
[photo]
8/SunTrust Banks, Inc.
<PAGE>
TEAMWORK
Earnings numbers are an important and necessary gauge for evaluating any
company; nevertheless, these numbers reflect what has already taken place they
represent the past. To fully evaluate any company you also have to take into
consideration its potential. How is it positioned for the future? At SunTrust,
strategic planning, market analysis and a vision for meeting our customers needs
are all important elements in charting a course for our future success. But
success is equally dependent on execution. And execution is dependent on a good
team working together to put plans into action. At SunTrust we have such a team.
In our relationship approach to banking, teamwork is crucial. Key to this
process is communication - communication with clients to assess their changing
financial needs, and internal communication to effectively and efficiently offer
the best options and solutions for meeting those needs. These efforts are
reinforced through systems that support expanded internal interaction.
During the year, we upgraded systems and communication tools throughout all
operations to provide and encourage enhanced customer support and internal
communication. In order to serve our corporate clients even better, we
consolidated our corporate and investment banking functions into a new
company-wide division. This new structure allows us to coordinate our efforts
more effectively as well as match up the strengths and expertise of our staff
with specific customer needs.
In any business, the best laid plans lie dormant on a page until put into
action. Working together as a team, SunTrust employees move into the future
ready to bring our plans to reality for the benefit of our customers, our
company and our shareholders.
SunTrust Banks, Inc./9
<PAGE>
Relationship banking requires trust. It requires a strong bond with mutual
respect. It requires integrity. And like all other characteristics and traits,
integrity is conveyed and perceived through words and deeds. Whether it is the
integrity of employees or the integrity of a computer system supporting a
service, it is something that must be earned and maintained on an ongoing basis.
Why? Because the financial dealings of an individual or company are a
top-priority issue. It is one of their primary interests and concerns.
At SunTrust, relationship banking incorporates a thorough understanding of our
customers' financial standings, goals and aspirations. The more we know, the
more our clients will benefit from our services. Our rock solid integrity
fosters the trust necessary for the sharing of this information for more
productive, meaningful financial relationships.
The delivery of the services we provide not only relies on the human element
involved but also the integrity of our systems. At SunTrust, we continually
monitor and upgrade our systems to support and enhance the products and services
we offer. We want to make sure we are able to provide the service and solutions
necessary to help support our customers' needs and success.
We are well prepared for the new millennium and the challenges it presents to
the integrity of our computer operations. SunTrust has dedicated resources to
its Year 2000 efforts since the mid-'90s and the project has remained on course
and on schedule. Statement inserts, updates on the SunTrust Web site and a
toll-free number dedicated to answering Year 2000-related customer questions are
being used to convey to our customers the commitment and dedication of our
efforts.
Like Strength and Teamwork, Integrity ultimately is not something you can buy or
simply obtain by talking about it; it is something that must be practiced and
put into action on a daily basis. With these three traits firmly established and
incorporated in our philosophy for conducting business, SunTrust is ready to
capitalize on the exciting prospects and opportunities of the new millennium.
INTEGRITY
10/SunTrust Banks, Inc.
<PAGE>
[photo]
SunTrust Banks, Inc./11
<PAGE>
Selected Financial Data
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
(Dollars in millions except per share data) 1998 1997 1996 1995 1994 1993
==============================================================================================================
<S> <C> <C> <C> <C> <C> <C>
SUMMARY OF OPERATIONS
Interest and dividend income $ 5,675.9 $ 5,238.2 $ 4,818.5 $ 4,528.7 $ 3,855.4 $ 3,541.0
Interest expense 2,746.8 2,453.5 2,158.8 2,027.3 1,455.4 1,259.3
- --------------------------------------------------------------------------------------------------------------
Net interest income 2,929.1 2,784.7 2,659.7 2,501.4 2,400.0 2,281.7
Provision for loan losses 214.6 225.1 171.8 143.4 149.4 252.4
- --------------------------------------------------------------------------------------------------------------
Net interest income after provision
for loan losses 2,714.5 2,559.6 2,487.9 2,358.0 2,250.6 2,029.3
Noninterest income 1,716.2 1,355.7 1,162.7 1,021.4 967.3 979.8
Noninterest expense 2,932.4 2,415.7 2,384.6 2,167.9 2,082.8 2,044.5
- --------------------------------------------------------------------------------------------------------------
Income before provision for income taxes 1,498.3 1,499.6 1,266.0 1,211.5 1,135.1 964.6
Provision for income taxes 527.3 523.7 407.0 408.7 382.8 311.8
- --------------------------------------------------------------------------------------------------------------
Net income $ 971.0 $ 975.9 $ 859.0 $ 802.8 $ 752.3 $ 652.8
- --------------------------------------------------------------------------------------------------------------
Net interest income (taxable-equivalent) $ 2,973.5 $ 2,832.6 $ 2,709.7 $ 2,562.1 $ 2,467.9 $ 2,359.2
PER COMMON SHARE
Earnings-diluted $ 3.04 $ 3.04 $ 2.59 $ 2.38 $ 2.22 $ 1.90
Earnings-basic 3.08 3.08 2.63 2.41 2.24 1.92
Dividends declared 1.000 0.925 0.825 0.740 0.660 0.580
Market price
High 87.75 75.25 52.50 35.44 25.69 24.81
Low 54.00 44.13 32.00 23.63 21.75 20.69
Close 76.50 71.38 49.25 34.25 23.88 22.50
SELECTED AVERAGE BALANCES
Total assets $85,536.9 $76,017.3 $69,252.0 $63,532.0 $59,868.5 $55,343.0
Earning assets 74,880.9 66,944.0 61,644.4 56,994.4 53,778.7 48,142.6
Loans 60,005.2 52,653.5 47,322.8 43,748.8 38,624.4 32,484.6
Deposits 53,725.3 51,673.7 50,317.6 47,240.3 46,023.5 43,667.2
Realized shareholders' equity 5,641.4 5,116.7 5,101.3 4,783.0 4,520.6 4,346.1
Total shareholders' equity 7,853.6 6,953.4 6,434.3 5,635.9 5,132.0 4,348.2
AT DECEMBER 31
Total assets $93,169.9 $82,840.8 $75,264.2 $68,799.8 $62,893.9 $59,646.0
Earning assets 81,295.1 72,258.9 65,921.8 60,555.6 56,264.2 53,202.1
Loans 65,089.2 56,765.2 50,099.7 46,019.0 41,976.3 36,677.7
Allowance for loan losses 944.6 933.5 897.0 915.8 887.2 815.9
Deposits 59,033.3 54,580.8 52,577.1 49,543.6 47,418.4 44,918.0
Long-term debt 5,807.9 4,010.4 2,427.7 1,675.6 1,645.6 1,234.4
Realized shareholders' equity 6,090.4 5,263.9 5,133.1 4,913.4 4,494.9 4,351.7
Total shareholders' equity 8,178.6 7,312.1 6,713.6 6,085.2 5,065.0 5,115.5
RATIOS AND OTHER DATA
ROA 1.18% 1.34% 1.28% 1.29% 1.28% 1.18%
ROE 17.21 19.07 16.84 16.78 16.64 15.02
Net interest margin 3.97 4.23 4.40 4.50 4.59 4.90
Efficiency ratio 59.98 57.68 61.58 60.50 60.63 61.23
Tier 1 capital ratio 8.17 8.04 8.47 8.33 8.60 9.49
Total capital ratio 12.79 12.39 11.71 10.58 11.04 11.40
Tier 1 leverage ratio 7.68 7.70 7.12 7.09 7.04 6.79
Total shareholders' equity to assets 8.78 8.83 8.92 8.84 8.05 8.58
Allowance to year-end loans 1.45 1.64 1.79 1.99 2.11 2.22
Nonperforming assets to total loans
plus other real estate owned 0.37 0.42 0.73 0.92 1.02 1.60
Common dividend payout ratio 32.9 30.4 31.9 31.1 29.7 30.5
Full-service banking offices 1,079 1,072 1,073 1,039 1,074 1,031
ATMs 1,839 1,691 1,394 1,191 1,107 1,074
Full-time equivalent employees 30,452 29,442 29,583 27,902 28,620 28,335
Average common shares-diluted (thousands) 319,711 320,932 331,042 337,479 339,255 344,208
Average common shares-basic (thousands) 314,908 316,436 326,502 333,212 335,124 340,179
- --------------------------------------------------------------------------------------------------------------
</TABLE>
12/SunTrust Banks, Inc.
<PAGE>
Financial Review
This narrative will assist readers in their analysis of the accompanying
consolidated financial statements and supplemental financial information. It
should be read in conjunction with the Consolidated Financial Statements and
Notes on pages 43 through 72. In the Financial Review, net interest income, net
interest margin and the efficiency ratio are presented on a taxable-equivalent
(FTE) basis, which is adjusted for the tax-favored status of earnings from
certain loans and investments.
On December 31, 1998, SunTrust Banks, Inc. ("SunTrust" or "Company")
completed its merger with Crestar Financial Corporation ("Crestar"), a $27.6
billion asset bank holding company headquartered in Richmond, Virginia. The
merger was accounted for as a pooling-of-interests business combination. In
connection with the review by the Staff of the Securities and Exchange
Commission of documents related to the merger, and the Staff's comments thereon,
SunTrust lowered its provision for loan losses in 1996, 1995 and 1994 by $40
million, $35 million and $25 million, respectively. This action increased
SunTrust's net income in those years by $24.4 million, $21.4 million and $15.3
million, respectively. As of December 31, 1998, 1997 and 1996, the allowance for
loan losses has been decreased by a total of $100 million and shareholders'
equity has been increased by a total of $61.1 million. The information in this
annual report reflects the results of operations of SunTrust, after restatement
of its provision for loan losses, and includes the historical results for
Crestar on a combined basis for all periods presented. Certain reclassifications
have been made to prior year financial statements and related information to
conform them to the 1998 presentation.
SunTrust has made, and may continue to make, various forward-looking
statements with respect to financial and business matters. The following
discussion contains forward-looking statements that involve inherent risks and
uncertainties. Actual results may differ materially from those contained in
these forward-looking statements. For additional information regarding
forward-looking statements, see "A Warning About Forward-Looking Information" on
page 40 of this annual report.
Earnings Overview
SunTrust's diluted earnings per common share were $3.04 for each of the years
ended December 31, 1998 and 1997. The 1998 results included Crestar
merger-related charges of $161.9 million ($117.1 million after-tax). Without
this merger expense, diluted earnings per common share for the year ended
December 31, 1998 were $3.41 per common share. This would be an increase of
12.2% over the prior year.
TABLE 1-CONTRIBUTIONS TO NET INCOME
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1998 1997
------------------------------------------------------
(Dollars in millions) Contribution % of Total Contribution % of Total
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Principal banking subsidiaries' net income(1,2)
SunTrust Banks of Florida, Inc. $ 407.6 42.0% $ 371.5 38.1%
SunTrust Banks of Georgia, Inc. 315.5 32.5 281.5 28.8
SunTrust Banks of Tennessee, Inc. 112.7 11.6 110.1 11.3
Crestar Financial Corporation(3) 247.7 25.5 308.6 31.6
- ------------------------------------------------------------------------------------------------------
Total principal banking subsidiaries'
net income 1,083.5 111.6 1,071.7 109.8
Other banks and nonbanking net income (expense)
Other banks and nonbank subsidiaries 4.0 0.4 (15.0) (1.5)
Parent Company(2,3) (116.5) (12.0) (80.8) (8.3)
- ------------------------------------------------------------------------------------------------------
Total other banks and nonbanking net
income (expense) (112.5) (11.6) (95.8) (9.8)
- ------------------------------------------------------------------------------------------------------
Net income $ 971.0 100.0% $ 975.9 100.0%
- ------------------------------------------------------------------------------------------------------
</TABLE>
(1) Additional information on the performance of banking subsidiaries can be
found in Tables 23 and 24.
(2) The net income above for the principal banking subsidiaries and the Parent
Company excludes the effect of a nonrecurring intercompany adjustment in
1998.
(3) Includes after-tax merger-related charges of $90.8 million and $26.3 million
for Crestar and the Parent Company, respectively, recorded in 1998.
SunTrust Banks, Inc./13
<PAGE>
Operating results in 1998 reflected strong loan demand, robust noninterest
income growth and continued excellent credit quality. Net interest income was
$2,973.5 million in 1998, up $140.9 million from 1997. The net interest margin
was 26 basis points lower than last year, but the impact of the decline was more
than offset by an 11.9% increase in average earning assets. Average loans
increased 14.0% primarily due to strong commercial loan demand. Average deposits
increased 4.0%. The 1998 loan loss provision of $214.6 million was 4.7% lower
than the $225.1 million recorded in 1997. Noninterest income was $1,716.2
million, a 26.6% increase. Trust fees, the largest category of noninterest
income, increased 17.1%. Noninterest expense was $2,932.4 million for 1998,
21.4% more than in 1997. However, after adjusting for the $119.4 million in
merger-related expenses recorded in noninterest expense, the increase in
noninterest expense for 1998 was 16.4%. Total personnel expense, the single
largest component of noninterest expense, was up $242.6 million, or 17.7%, from
the 1997 level. Contributing to this increase was a $120.1 million, or 55.1%,
increase in Other compensation primarily as a result of growth in functional
incentive plans instituted to improve the Company's growth in targeted business
units. Earnings per share were aided by the repurchase during the first half of
1998 of approximately 3.8 million shares of the Company's common stock. In July
1998, the Board of Directors rescinded their authorization to repurchase
additional shares of company stock in conjunction with the announcement of the
merger with Crestar. The Company issued 2.7 million additional common shares in
December 1998 through a private placement.
<TABLE>
<CAPTION>
TABLE 2-ANALYSIS OF CHANGES IN NET INTEREST INCOME(1)
1998 COMPARED TO 1997 1997 COMPARED TO 1996
INCREASE (DECREASE) DUE TO INCREASE (DECREASE) DUE TO
(In millions on a ---------------------------------------------------------------
taxable-equivalent basis) Volume Rate Net Volume Rate Net
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
INTEREST INCOME
Loans
Taxable $581.8 $(170.6) $411.2 $430.0 $(37.6) $392.4
Tax-exempt(2) 6.2 (3.5) 2.7 8.9 (3.7) 5.2
Securities available for sale
Taxable 47.1 (7.3) 39.8 (26.7) 27.8 1.1
Tax-exempt(2) (9.6) (2.2) (11.8) (8.7) (3.1) (11.8)
Funds sold (4.1) (4.7) (8.8) 19.2 4.7 23.9
Other short-term investments(2) 1.8 (0.7) 1.1 7.5 (0.7) 6.8
- -----------------------------------------------------------------------------------------------------
Total interest income 623.2 (189.0) 434.2 430.2 (12.6) 417.6
- -----------------------------------------------------------------------------------------------------
INTEREST EXPENSE
NOW/Money market accounts 54.0 8.3 62.3 7.7 (2.9) 4.8
Savings deposits (5.3) (5.3) (10.6) (8.7) (4.3) (13.0)
Consumer time deposits (32.5) 4.5 (28.0) (52.3) (10.7) (63.0)
Other time deposits (2.3) (4.7) (7.0) 107.6 5.4 113.0
Funds purchased 183.9 (11.5) 172.4 88.9 15.9 104.8
Other short-term borrowings (10.6) 4.6 (6.0) 56.5 (4.4) 52.1
Long-term debt 134.7 (24.5) 110.2 92.4 3.6 96.0
- -----------------------------------------------------------------------------------------------------
Total interest expense 321.9 (28.6) 293.3 292.1 2.6 294.7
- -----------------------------------------------------------------------------------------------------
NET CHANGE IN NET INTEREST INCOME $301.3 $(160.4) $140.9 $138.1 $(15.2) $122.9
- -----------------------------------------------------------------------------------------------------
</TABLE>
(1) Changes in net interest income are attributed to either changes in average
balances (volume change) or changes in average rates (rate change) for
earning assets and sources of funds on which interest is received or paid.
Volume change is calculated as change in volume times the previous rate
while rate change is change in rate times the previous volume. The
rate/volume change, change in rate times change in volume, is allocated
between volume change and rate change at the ratio each component bears to
the absolute value of their total.
(2) Interest income includes the effects of taxable-equivalent adjustments
(reduced by the nondeductible portion of interest expense) using a federal
income tax rate of 35% and, where applicable, state income taxes, to
increase tax-exempt interest income to a taxable-equivalent basis.
14/SunTrust Banks, Inc.
<PAGE>
Net Interest Income/Margin
Net interest income for 1998 was $2,973.5 million or 5.0% higher than the prior
year. Average earning assets were up 11.9% and the net interest margin was 3.97%
in 1998 compared to 4.23% in 1997. The average rate on earning assets decreased
26 basis points to 7.64% while the average rate on interest-bearing liabilities
increased one basis point to 4.43%.
Interest income that the Company was unable to recognize on
nonperforming loans in 1998 and 1997 had a negative impact of two basis points
on the net interest margin in each year. Table 4 contains more detailed
information concerning average balances, yields earned and rates paid.
Provision For Loan Losses
The provision for loan losses charged to expense is based upon credit loss
experience and an estimation of losses inherent in the current loan portfolio,
including the evaluation of impaired loans as prescribed under Statement of
Financial Accounting Standards (SFAS) No. 114 and No. 118, which were adopted by
the Company in 1995. The 1998 loan loss provision of $214.6 million was 4.7%
lower than the $225.1 million recorded in 1997. After considering the trend in
increasing consumer delinquencies and charge-offs, and after obtaining a better
understanding of the methodology used by SunTrust in assessing and evaluating
certain loss exposures, Crestar reassessed its evaluations and judgments in
quantifying its estimated loss exposures at December 31, 1998 and increased its
provision for loan losses by $20 million. (See Note 2 to the Consolidated
Financial Statements.) This increase was included in the total merger-related
charges of $161.9 million.
Loans
Loan demand was strong in 1998 as average loans increased 14.0% over the prior
year. An increased emphasis by our banks produced strong growth in commercial
loans and adjustable-rate residential mortgage loans. However, the refinancing
of residential first mortgages by consumers tempered the growth in residential
mortgages, which grew 9.9% over the prior year, including a $2.3 billion growth
in residential loans available for sale. During 1998, the Company originated a
total of $20.6 billion residential loans available for sale in the secondary
market compared to $9.4 billion in 1997. At year-end 1998, residential mortgages
were $7.8 billion in STI of Florida; $2.9 billion in STI of Georgia; $1.7
billion in STI of Tennessee and $7.3 billion in Crestar. Of the $20.4 billion in
residential mortgages, $3.1 billion were home equity loans. The average
loan-to-deposit ratio increased to 111.7% in 1998 compared with 101.9% in 1997.
TABLE 3-LOAN PORTFOLIO BY TYPES OF LOANS
<TABLE>
<CAPTION>
AT DECEMBER 31
(In millions) 1998 1997 1996 1995 1994 1993
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Commercial $24,589.6 $19,043.7 $15,761.4 $14,073.4 $13,831.4 $12,236.2
Real estate
Construction 2,085.0 1,809.8 1,686.6 1,615.1 1,542.1 1,520.2
Residential mortgages 20,429.5 18,586.0 16,427.8 14,939.8 12,028.8 9,930.9
Other 8,254.3 7,457.6 6,455.0 6,347.1 5,614.3 5,485.8
Credit card 1,563.5 2,195.6 2,367.4 2,479.6 2,178.5 1,686.2
Other consumer loans 8,167.3 7,672.5 7,401.5 6,564.0 6,781.2 5,818.4
- -----------------------------------------------------------------------------------------------------
Total loans $65,089.2 $56,765.2 $50,099.7 $46,019.0 $41,976.3 $36,677.7
- -----------------------------------------------------------------------------------------------------
</TABLE>
SunTrust Banks, Inc./15
<PAGE>
<TABLE>
<CAPTION>
TABLE 4-CONSOLIDATED DAILY AVERAGE BALANCES,
INCOME/EXPENSE AND AVERAGE YIELDS EARNED AND RATES PAID
1998 1997 1996
(Dollars in millions; yields Average Income/ Yields/ Average Income/ Yields/ Average Income/ Yields/
on taxable-equivalent basis) Balances Expense Rates Balances Expense Rates Balances Expense Rates
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------
ASSETS
Loans(1)
Taxable $58,951.8 $4,680.0 7.94% $51,679.1 $4,268.8 8.26% $46,456.4 $3,876.4 8.34%
Tax-exempt(2) 1,053.4 81.9 7.78 974.4 79.2 8.13 866.4 74.0 8.54
- ------------------------------------------------------------------------------------------------------------------
Total loans 60,005.2 4,761.9 7.94 52,653.5 4,348.0 8.26 47,322.8 3,950.4 8.35
Securities available for sale
Taxable 12,618.9 819.7 6.50 11,882.4 779.9 6.56 12,297.7 778.8 6.33
Tax-exempt(2) 633.8 52.2 8.23 749.8 64.0 8.53 850.9 75.8 8.90
- ------------------------------------------------------------------------------------------------------------------
Total securities
available for sale 13,252.7 871.9 6.58 12,632.2 843.9 6.68 13,148.6 854.6 6.50
Funds sold 1,306.2 71.6 5.48 1,378.5 80.4 5.83 1,044.0 56.5 5.41
Other short-term
investments(2) 316.8 14.9 4.70 279.8 13.8 4.94 129.0 7.0 5.44
- ------------------------------------------------------------------------------------------------------------------
Total earning assets 74,880.9 5,720.3 7.64 66,944.0 5,286.1 7.90 61,644.4 4,868.5 7.90
Allowance for loan losses (940.5) (913.3) (923.8)
Cash and due from banks 3,306.9 3,156.7 3,186.2
Premises and equipment 1,486.6 1,395.1 1,164.7
Other assets 3,219.1 2,459.3 2,025.1
Unrealized gains on
securities available for sale 3,583.9 2,975.5 2,155.4
- ------------------------------------------------------------------------------------------------------------------
Total assets $85,536.9 $76,017.3 $69,252.0
- ------------------------------------------------------------------------------------------------------------------
LIABILITIES AND
SHAREHOLDERS' EQUITY
Interest-bearing deposits
NOW/Money market
accounts $18,253.6 $ 524.5 2.87% $16,360.5 $ 462.2 2.82% $16,110.3 $ 457.4 2.84%
Savings 6,645.9 216.9 3.26 6,810.1 227.5 3.34 7,065.7 240.5 3.40
Consumer time 10,390.4 534.4 5.14 11,032.1 562.4 5.10 12,049.4 625.4 5.19
Other time 6,724.1 368.4 5.48 6,765.0 375.4 5.55 4,822.1 262.4 5.44
- ------------------------------------------------------------------------------------------------------------------
Total interest-bearing
deposits 42,014.0 1,644.2 3.91 40,967.7 1,627.5 3.97 40,047.5 1,585.7 3.96
Funds purchased 12,164.9 634.1 5.21 8,641.9 461.7 5.34 6,965.8 356.9 5.12
Other short-term borrowings 2,391.8 127.8 5.34 2,591.9 133.8 5.16 1,501.4 81.7 5.44
Long-term debt 5,368.0 340.7 6.35 3,275.4 230.5 7.04 1,961.8 134.5 6.86
- ------------------------------------------------------------------------------------------------------------------
Total interest-bearing
liabilities 61,938.7 2,746.8 4.43 55,476.9 2,453.5 4.42 50,476.5 2,158.8 4.28
Noninterest-bearing deposits 11,711.3 10,706.0 10,270.1
Other liabilities 4,033.3 2,881.0 2,071.1
Realized shareholders' equity 5,641.4 5,116.7 5,101.3
Accumulated other
comprehensive income 2,212.2 1,836.7 1,333.0
- ------------------------------------------------------------------------------------------------------------------
Total liabilities and
shareholders' equity $85,536.9 $76,017.3 $69,252.0
- ------------------------------------------------------------------------------------------------------------------
INTEREST RATE SPREAD 3.21% 3.48% 3.62%
- ------------------------------------------------------------------------------------------------------------------
NET INTEREST INCOME $2,973.5 $2,832.6 $2,709.7
- ------------------------------------------------------------------------------------------------------------------
NET INTEREST MARGIN(3) 3.97% 4.23% 4.40%
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Interest income includes loan fees of $118.2, $108.4, $102.1, $87.8, $95.1
and $90.5 in the six years ended December 31, 1998. Nonaccrual loans are
included in average balances, and income on such loans, if recognized, is
recorded on a cash basis.
(2) Interest income includes the effects of taxable-equivalent adjustments
(reduced by the nondeductible portion of interest expense) using a federal
income tax rate of 35% for all years reported and where applicable, state
income taxes, to increase tax-exempt interest income to a taxable-equivalent
basis. The net taxable-equivalent adjustment amounts included in the above
table were $44.4, $47.9, $50.0, $60.7, $67.9 and $77.5 in the six years
ended December 31, 1998.
16/SunTrust Banks, Inc.
<PAGE>
<TABLE>
<CAPTION>
Growth Rate on
Average Balances
1995 1994 1993 --------------------
- -------------------------------------- ------------------------------- ----------------------------- Five Year
Average Income/ Yields/ Average Income/ Yields/ Average Income/ Yields/ One Year Annualized
Balances Expense Rates Balances Expense Rates Balances Expense Rates 1998-1997 1998-1993
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$42,855.6 $3,661.7 8.54% $37,890.1 $2,975.6 7.85% $31,684.6 $2,624.8 8.28% 14.1% 13.2%
893.2 84.9 9.50 734.3 67.5 9.19 800.0 71.5 8.93 8.1 5.7
- --------------------------------------------------------------------------------------------------------------------------
43,748.8 3,746.6 8.56 38,624.4 3,043.1 7.88 32,484.6 2,696.3 8.30 14.0 13.1
11,387.7 692.0 6.08 10,502.5 581.3 5.54 9,549.9 539.1 5.65 6.2 5.7
873.7 91.9 10.51 3,314.5 240.7 7.26 4,328.7 321.4 7.43 (15.5) (31.9)
- --------------------------------------------------------------------------------------------------------------------------
12,261.4 783.9 6.39 13,817.0 822.0 5.95 13,878.6 860.5 6.20 4.9 (0.9)
886.9 53.9 6.08 967.6 45.4 4.70 1,126.9 41.3 3.66 (5.2) 3.0
97.3 5.0 5.18 369.7 12.8 3.45 652.5 20.4 3.12 13.2 (13.5)
- --------------------------------------------------------------------------------------------------------------------------
56,994.4 4,589.4 8.05 53,778.7 3,923.3 7.30 48,142.6 3,618.5 7.52 11.9 9.2
(913.0) (873.0) (778.9) 3.0 3.8
3,058.8 3,126.2 3,064.8 4.8 1.5
1,134.9 1,114.2 1,083.9 6.6 6.5
1,877.9 1,738.8 3,827.2 30.9 (3.4)
1,379.0 983.6 3.4 20.4 302.3
- --------------------------------------------------------------------------------------------------------------------------
$63,532.0 $59,868.5 $55,343.0 12.5 9.1
- --------------------------------------------------------------------------------------------------------------------------
$15,115.6 $ 437.5 2.89% $15,519.0 $ 376.2 2.42% $14,968.3 $ 348.6 2.33% 11.6% 4.0%
5,483.0 146.7 2.68 6,466.3 161.2 2.49 6,309.3 160.8 2.55 (2.4) 1.0
12,824.2 645.3 5.03 11,136.7 465.1 4.18 11,054.3 469.7 4.25 (5.8) (1.2)
4,050.7 251.9 6.22 3,112.8 107.3 3.45 1,987.2 36.9 1.86 (0.6) 27.6
- --------------------------------------------------------------------------------------------------------------------------
37,473.5 1,481.4 3.95 36,234.8 1,109.8 3.06 34,319.1 1,016.0 2.96 2.6 4.1
5,533.5 336.4 6.08 4,082.6 122.0 2.99 4,039.1 87.9 2.18 40.8 24.7
1,940.7 91.3 4.70 1,892.6 121.7 6.43 1,365.9 73.5 5.38 (7.7) 11.9
1,655.8 118.2 7.14 1,496.7 101.9 6.81 1,075.1 81.9 7.62 63.9 37.9
- --------------------------------------------------------------------------------------------------------------------------
46,603.5 2,027.3 4.35 43,706.7 1,455.4 3.33 40,799.2 1,259.3 3.09 11.6 8.7
9,766.8 9,788.7 9,348.1 9.4 4.6
1,525.8 1,241.1 847.5 40.0 36.6
4,783.0 4,520.6 4,346.1 10.3 5.4
852.9 611.4 2.1 20.4 302.3
- --------------------------------------------------------------------------------------------------------------------------
$63,532.0 $59,868.5 $55,343.0 12.5 9.1
- --------------------------------------------------------------------------------------------------------------------------
3.70% 3.97% 4.43%
- --------------------------------------------------------------------------------------------------------------------------
$2,562.1 $2,467.9 $2,359.2
- --------------------------------------------------------------------------------------------------------------------------
4.50% 4.59% 4.90%
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
(3) Interest rate swap transactions used to help balance the Company's
interest-sensitivity position decreased net interest income by $1.3 and $7.7
in 1998 and 1997, respectively, and increased net interest income by $0.1,
$3.6, $48.7 and $78.1 in 1996, 1995, 1994 and 1993, respectively. Without
these swaps, Net Interest Margin would have been 3.97% in 1998, 4.24% in
1997, 4.40% in 1996, 4.49% in 1995, 4.50% in 1994 and 4.74% in 1993.
SunTrust Banks, Inc./17
Noninterest Income
Significant progress has been made in diversifying the Company's sources of
income. Noninterest income now makes up 36.6% of net revenues compared with
29.3% in 1993. In 1998, noninterest income increased $360.5 million, or 26.6%,
with trust income, our largest source of noninterest income, up $67.1 million or
17.1%. Miscellaneous charges and fees were up $50.1 million or 28.4%. Service
charges on deposit accounts rose $27.0 million or 7.2%. The lower interest rate
environment during 1998 created a significant increase in the refinancing of
residential first mortgages and a shift in consumer demand to fixed rate
mortgage products. The increase in 1998 of $80.6 million, or 191.0%, in income
from mortgage servicing rights and the $51.0 million, or 58.2%, increase in
mortgage fees is due to origination and sale of residential first mortgages in
the secondary market. Other income includes a $54.0 million gain on the sale of
$576.0 million in credit card loans by Crestar in the third quarter of 1998.
Other income in 1997 includes a $17.3 million gain from the sale of Crestar's
merchant credit card business and a $9.3 million gain from the securitization of
student loans.
TABLE 5-NONINTEREST INCOME
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
(In millions) 1998 1997 1996 1995 1994 1993
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Trust income $ 460.1 $ 393.0 $ 344.1 $ 319.5 $305.3 $303.8
Service charges on deposit accounts 401.1 374.1 346.9 321.9 322.1 326.9
Miscellaneous charges and fees 226.3 176.2 150.6 127.8 125.2 137.6
Mortgage fees 138.6 87.6 75.3 54.8 17.5 17.3
Mortgage servicing rights income 122.8 42.2 30.7 10.9 18.7 3.6
Credit card fees 87.3 81.1 59.3 56.1 79.6 68.8
Retail investment services 64.6 51.5 37.7 27.7 24.1 31.8
Corporate and institutional investment services 55.8 16.8 12.2 6.9 5.7 5.2
Trading account profits and commissions 44.6 22.7 18.2 14.9 9.9 16.6
Securities gains (losses) 8.2 6.9 17.6 (8.7) (13.5) 4.1
Other income 106.8 103.6 70.1 89.6 72.7 64.1
- --------------------------------------------------------------------------------------------------------
Total noninterest income $1,716.2 $1,355.7 $1,162.7 $1,021.4 $967.3 $979.8
- ---------------------------------------------------------------------------------------------------------
</TABLE>
Noninterest Expense
Noninterest expense increased 21.4% in 1998. Excluding the $119.4 million in
merger-related charges, noninterest expense increased 16.4%. Total personnel
expense increased 17.7% or $242.6 million due to increased employment, Year 2000
programmer costs and bonuses, and higher pay for business development incentive
plans. Outside processing and software increased 22.8% or $25.7 million.
Merger-related expenses of $119.4 million primarily include transaction costs,
severance and termination-related accruals, write-offs of certain tangible
assets and adjustments to accounting estimates for litigation and deferred
compensation liabilities related to the Company's merger with Crestar. The
Company expects to record approximately $88 million in additional merger-related
charges primarily related to systems conversions and business line integration.
(See Note 2 to the Consolidated Financial Statements.) The increase in the
amortization of intangible assets of $40.4 million, or 62.2%, is primarily due
to the amortization of intangibles associated with the acquisition of SunTrust
Equitable Securities Corporation on January 2, 1998 and additional mortgage
servicing rights amortization.
18/SunTrust Banks, Inc.
<PAGE>
TABLE 6-NONINTEREST EXPENSE
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
(In millions) 1998 1997 1996 1995 1994 1993
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Salaries $1,095.5 $ 977.9 $ 924.1 $ 857.0 $ 861.4 $ 805.9
Other compensation 338.2 218.1 198.5 155.2 96.1 107.4
Employee benefits 181.8 176.9 169.5 166.7 165.8 149.8
- ----------------------------------------------------------------------------------------------
Total personnel expense 1,615.5 1,372.9 1,292.1 1,178.9 1,123.3 1,063.1
Net occupancy expense 192.2 187.2 203.0 193.6 190.1 184.7
Equipment expense 178.8 167.7 158.6 147.9 138.4 136.1
Outside processing and software 138.4 112.7 103.8 87.4 65.3 61.0
Merger-related expenses 119.4 - - - - -
Marketing and customer development 107.1 95.4 104.6 72.1 90.5 73.4
Amortization of intangible assets 105.4 65.0 54.0 43.9 28.3 32.0
Credit and collection services 70.4 59.5 54.1 40.2 36.5 40.1
Postage and delivery 64.4 64.1 63.3 57.5 34.1 32.4
Communications 62.1 52.7 50.7 43.3 57.0 52.8
Operating supplies 54.0 50.0 52.9 47.2 41.2 41.3
Consulting and legal 67.5 51.7 55.0 41.0 40.6 38.6
FDIC premiums 8.4 8.5 59.3 61.2 101.5 98.1
Other real estate expense (9.8) (8.6) 8.2 (13.8) 3.5 54.1
Other expense 158.6 136.9 125.0 167.5 132.5 136.8
- ----------------------------------------------------------------------------------------------
Total noninterest expense $2,932.4 $2,415.7 $2,384.6 $2,167.9 $2,082.8 $2,044.5
- ----------------------------------------------------------------------------------------------
Efficiency ratio 59.98% 57.68% 61.58% 60.50% 60.63% 61.23%
- ----------------------------------------------------------------------------------------------
</TABLE>
Provision For Income Taxes
The provision for income taxes covers federal and state income taxes. In 1998,
the provision was $527.3 million, a slight increase from $523.7 million in 1997.
The 1998 provision for income taxes included $22.5 million that was part of the
total merger-related charges of $161.9 million. The additional provision
includes $9.2 million related to various federal and state income tax matters
and $13.3 million related to certain severance payments exceeding statutory
limitations.
Allowance for Loan Losses
SunTrust maintains an allowance for loan losses sufficient to absorb inherent
losses in the loan portfolio. The Company is committed to the early recognition
of problems and to a strong, conservative allowance and believes the current
allowance to be at a level adequate to cover such inherent losses. At year-end
1998, the Company's total allowance was $944.6 million. The allowance for loan
losses was impacted by several adjustments in 1998 relating to acquisition,
merger and portfolio management activity over the course of the year. In 1998,
Crestar transferred $13.0 million out of the allowance for loan losses related
to the sale of credit card loans. Crestar also acquired $3.0 million in
additional allowance related to acquisitions. The net result of these
transactions was a $10.0 million decrease in the allowance.
The Company's total allowance at year-end equated to approximately 3.5
times the average charge-offs for the last three years and 4.9 times the average
net charge-offs for the same three-year period. Because historical charge-offs
are not necessarily indicative of future charge-off levels, the Company also
gives consideration to other risk indicators when determining the appropriate
allowance level.
The allowance for loan losses consists of three elements: (i) allowances
established on specific loans, (ii) general allowances based on historical loan
loss experience and current trends, and (iii) allowances based on general
economic conditions and other risk factors in the Company's individual markets.
The specific allowance element is based on a regular analysis of
criticized loans where the internal credit ratings are below a predetermined
classification. This analysis is performed at the relationship manager level for
those loans with total credit exposure of $250 thousand or greater. The specific
allowance established for these criticized loans is based on a careful analysis
of related collateral value, cash flow considerations and guarantor capacity (if
applicable).
The general allowance element is determined by an internal loan grading
process in conjunction with associated allowance factors. These general
allowance factors are updated annually and are based on a statistical loss
migration analysis
SunTrust Banks, Inc./19
<PAGE>
that examines loss experience in relation to internal grading, as well as
current loan charge-off trends. The loss migration analysis is performed
annually for commercial and commercial real estate loans. Annual charge-off
trend analysis is also completed for homogenous (i.e., residential real estate
loans, consumer loans, credit card receivables) loan pool classifications. While
loss migration and charge-off trend analysis are conducted annually, the Company
may revise the general allowance factors whenever necessary in order to address
improving or deteriorating credit quality trends or specific risks associated
with a given loan pool classification.
The general economic conditions and other risk factors element is
primarily determined by management at the individual subsidiary banks and is
based on knowledge of specific economic factors in their markets that might
affect the collectibility of loans. It inherently involves a higher degree of
uncertainty and considers factors unique to the markets in which the Company
operates. Other risk factors take into consideration such issues as recent loss
experience in specific portfolio segments, loan quality trends and loan volumes,
as well as concentration, economic, foreign and administrative risk. These other
risk factors are reviewed and revised by the bank and holding company management
where conditions indicate that the estimates initially applied are different
from actual results.
Concentrations of credit risk are discussed in Note 13 to the
Consolidated Financial Statements and may affect the Company's analysis of other
risks and, ultimately, the level of allowance. SunTrust's only significant
concentration by collateral type exists in loans secured by residential real
estate. At December 31, 1998, the Company had $20.4 billion in loans secured by
residential real estate. A geographic concentration of credit risk arises
because SunTrust operates primarily in the Southeastern and Mid-Atlantic regions
of the United States. Other groups of credit risk may not constitute a
significant concentration, but are analyzed based on other evident risk factors
for the purpose of determining an adequate allowance level. An example of this
would be the Company's credit exposure to the healthcare industry, which
includes segments experiencing structural change and market pressures. At
year-end 1998, the Company had outstandings of $1.7 billion of loans in various
healthcare segments. Problem loan activity in this industry group increased
during 1998 and charge-offs in the healthcare segment represented 9% of total
net charge-offs during the year. Although SunTrust engages in international
banking activities, only minor exposure exists in areas of concern in Latin
America or Asia. The Company's total cross border outstandings are less than
$500.0 million and no significant changes in trends occurred in that portfolio
during the year ended 1998.
A comprehensive analysis of the allowance for loan losses is performed
by the Company on a quarterly basis. In addition, a peer review of allowance
levels of large banks is conducted on an annual basis. The Company also
established at year-end the SunTrust Allowance for Loan Losses Review Committee,
which has the responsibility of affirming allowance methodology and assessing
the general and specific allowance factors in relation to estimated and actual
net charge-off trends. This committee is also responsible for assessing the
appropriateness of the allowance for loan losses for each loan pool
classification at the Company, state and bank levels. As a result of this
process, the general allowance factor for commercial real estate loans was
reduced for fiscal year 1999 and the general allowance factors for credit cards
were increased.
Nonperforming assets are defined and discussed in a following section,
with totals outlined in Table 9. Nonperforming assets increased from $236.9
million at December 31, 1997 to $242.1 million at December 31, 1998. Many of
these loans are of the size where the Company's allowance for loan loss
methodology requires that they be specifically analyzed by a relationship
manager as previously described. This analysis results in specific allowance
being required for these loans. The ratio for allowance for loan losses to total
nonperforming loans (excluding Other real estate owned) decreased from 494.6% at
year-end 1997 to 456.0% at year-end 1998. As is conservative industry practice,
problem credit card receivables are not classified as nonaccrual but are charged
off when they become 180 days past due. As shown in Table 8, the majority of
SunTrust's charge-offs, both on a gross and net basis, occurred in the Company's
credit card portfolio.
The SunTrust charge-off policy is generally consistent with regulatory
standards; however, a somewhat more conservative set of policies governs the
secured and unsecured consumer loan portfolios. SunTrust typically places a
commercial or real estate loan on nonaccrual when principal or interest is due
and has remained unpaid for 90 days or more, unless the loan is secured by
collateral having realizable value sufficient to discharge the debt in full, and
if the loan is in the legal process of collection. Once a loan has been
classified as nonaccrual, it also meets the criteria for an impaired loan.
Accordingly, the secured loans may be charged down to the estimated value of the
collateral and previously accrued unpaid interest is reversed. Subsequent
charge-offs may be required as a result of changes in collateral, market values
or repayment prospects. Consistent with industry practices, confirmation of
credit card losses is based on a pre-determined number of days that the credit
card loan is past due. SunTrust policy for credit cards requires accounts
typically to be charged off prior to or at 180 days past due.
20/SunTrust Banks, Inc.
<PAGE>
With regard to consumer loans, losses on unsecured loans are confirmed
at 90 days past due, compared to the regulatory loss criteria of 120 days.
Secured installment loans are typically charged off at 90 days past due if all
sources of repayment have been determined to be improbable, or at the occurrence
of a loss-confirming event (i.e., bankruptcy, repossession).
The Company's provision for loan losses in 1998 was $214.6 million which
was less than total gross charge-offs of $264.3 million and 11% more than net
charge-offs of $193.5 million. The comparable provision and net charge-off
amounts for 1997 were $225.1 million and $190.8 million respectively. Net
charge-offs for 1998 represented .32% of average loans relative to .36% of
average loans for 1997. Actual recoveries decreased from $84.4 million at
year-end 1997 to $70.8 million at year-end 1998. In addition, the ratio of
recoveries to total charge-offs of 30.7% in 1997 also decreased to 26.8% at
year-end 1998. The Company believes this downward trend in recoveries is likely
to continue consistent with the low levels of charge-offs in recent years.
In connection with the review by the Staff of the SEC of documents
related to the Crestar merger, and the Staff's comments thereon, SunTrust
lowered its provision for loan losses in 1996, 1995 and 1994 by $40 million, $35
million and $25 million respectively. The effect of this action was to increase
SunTrust net income in those years and to decrease the allowance for loan losses
by a total of $100 million.
The allocation of the allowance for loan losses was modified in 1998 as
the result of additional analysis of the Company's net charge-off trends, actual
loans outstanding and assessment of other evident risk factors. This analysis
resulted in the allocation of 1998 "general economic and other risk reserves" to
better match loss experience and distinct risk exposure by loan category. Prior
period amounts have also been reclassified using judgments and estimates based
on available information. A minimal unallocated allowance was maintained in
order to allow for the inherent imprecision in the allowance allocation process.
The 1998 allowance for loan losses allocation reflects this direct analysis as
shown in Table 7.
TABLE 7-ALLOWANCE FOR LOAN LOSSES
<TABLE>
<CAPTION>
AT DECEMBER 31
(Dollars in millions) 1998 1997 1996 1995 1994 1993
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ALLOCATION BY LOAN TYPE
Commercial $251.4 $247.8 $229.9 $211.2 $261.8 $277.3
Real estate 229.8 229.3 262.8 325.5 322.4 306.7
Consumer loans 420.9 406.9 350.5 327.1 247.6 173.1
Unallocated 42.5 49.5 53.8 52.0 55.4 58.8
- ----------------------------------------------------------------------------------------------
Total Allowance $944.6 $933.5 $897.0 $915.8 $887.2 $815.9
- ----------------------------------------------------------------------------------------------
ALLOCATION AS A PERCENT
OF TOTAL ALLOWANCE
Commercial 26.6% 26.5% 25.6% 23.1% 29.5% 34.0%
Real estate 24.3 24.6 29.3 35.5 36.4 37.6
Consumer loans 44.6 43.6 39.1 35.7 27.9 21.2
Unallocated 4.5 5.3 6.0 5.7 6.2 7.2
- ----------------------------------------------------------------------------------------------
Total 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
- ----------------------------------------------------------------------------------------------
YEAR-END LOAN TYPES AS
A PERCENT OF TOTAL LOANS
Commercial 37.8% 33.6% 31.5% 30.6% 33.0% 33.4%
Real estate 47.3 49.0 49.0 49.8 45.7 46.2
Consumer loans 14.9 17.4 19.5 19.6 21.3 20.4
- ----------------------------------------------------------------------------------------------
Total 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
- ----------------------------------------------------------------------------------------------
</TABLE>
SunTrust Banks, Inc./21
<PAGE>
TABLE 8-SUMMARY OF LOAN LOSS EXPERIENCE
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
(Dollars in millions) 1998 1997 1996 1995 1994 1993
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ALLOWANCE FOR LOAN LOSSES
Balance-beginning of year $ 933.5 $ 897.0 $ 915.8 $ 887.2 $ 815.9 $ 718.4
Allowance from acquisitions and
other activity-net (10.0) 2.2 0.3 14.7 24.0 30.0
Provision for loan losses 214.6 225.1 171.8 143.4 149.4 252.4
Charge-offs
Commercial (49.0) (30.0) (44.5) (37.8) (45.6) (81.8)
Real estate
Construction (3.2) (4.0) (4.0) (1.5) (1.5) (12.9)
Residential mortgages (13.8) (11.8) (10.1) (8.4) (9.1) (13.7)
Other (5.2) (6.9) (11.3) (21.9) (33.5) (61.6)
Credit card (129.5) (143.2) (129.6) (85.3) (54.9) (50.0)
Other consumer loans (63.6) (79.3) (74.8) (60.1) (44.8) (48.8)
- ----------------------------------------------------------------------------------------------
Total charge-offs (264.3) (275.2) (274.3) (215.0) (189.4) (268.8)
Recoveries
Commercial 14.8 22.0 24.2 29.6 28.8 33.6
Real estate
Construction 0.3 2.5 2.3 4.3 5.1 5.6
Residential mortgages 2.7 2.8 2.3 2.1 1.9 1.5
Other 8.4 8.9 12.7 10.9 12.8 6.1
Credit card 14.9 17.7 13.5 12.2 12.0 10.6
Other consumer loans 29.7 30.5 28.4 26.4 26.7 26.5
- ----------------------------------------------------------------------------------------------
Total recoveries 70.8 84.4 83.4 85.5 87.3 83.9
- ----------------------------------------------------------------------------------------------
Net charge-offs (193.5) (190.8) (190.9) (129.5) (102.1) (184.9)
- ----------------------------------------------------------------------------------------------
Balance-end of year $ 944.6 $ 933.5 $ 897.0 $ 915.8 $ 887.2 $ 815.9
- ----------------------------------------------------------------------------------------------
Total loans outstanding at year-end $65,089.2$56,765.2 $50,099.7$46,019.0 $41,976.3 $36,677.7
- ----------------------------------------------------------------------------------------------
Average loans $60,005.2$52,653.5 $47,322.8$43,748.8 $38,624.4 $32,484.6
RATIOS
Allowance to year-end loans 1.45% 1.64% 1.79% 1.99% 2.11% 2.22%
Allowance to nonperforming loans 456.0 494.6 305.5 279.3 303.7 216.8
Net charge-offs to average loans 0.32 0.36 0.40 0.30 0.26 0.57
Provision to average loans 0.36 0.43 0.36 0.33 0.39 0.78
Recoveries to total charge-offs 26.8 30.7 30.4 39.8 46.1 31.2
- ----------------------------------------------------------------------------------------------
</TABLE>
Nonperforming Assets
Nonperforming assets were $242.1 million at year-end 1998, increasing 2.2% from
year-end 1997. At December 31, 1998, the ratio of nonperforming assets to total
loans plus other real estate owned was 0.37%, the lowest year-end ratio in the
Company's history. Included in nonperforming loans are loans aggregating $14.8
million that are current as to the payment of principal and interest but have
been placed in nonperforming status because of uncertainty as to the borrower's
ability to make future payments.
Loans classified as nonaccrual, except for smaller balance homogenous
loans, also meet the criteria for impaired loans. The Company considers a loan
to be nonaccrual with the occurrence of one of the following events: (i)
interest or principal has been in default 90 days or more, unless the loan is
well secured and in the process of collection; (ii) collection of recorded
interest or principal is not anticipated; or (iii) the income is recognized on
the loan using the cash basis method of accounting due to the deterioration in
the financial condition of the debtor. Other consumer loans and residential real
estate loans are generally not subject to the above-referenced guidelines and
are normally placed on nonaccrual when payments have been in default for 90 days
or more.
22/SunTrust Banks, Inc.
<PAGE>
SunTrust measures the impairment of a loan based on the present value of
expected future cash flows discounted at the loan's effective interest rate. The
exception to this policy is real estate loans, whose impairment is based on the
estimated fair value of the collateral. If the present value of expected future
cash flows (or the fair value of the collateral) is less than the recorded
investments in the loans (which include principal, accrued interest, net
deferred loan fees or costs, unamortized premium or discount), SunTrust includes
this deficiency in evaluating the overall adequacy of the allowance for loan
losses.
Interest income on nonaccrual loans, if recognized, is recorded on a
cash basis. When a loan is placed on nonaccrual, unpaid interest is reversed
against interest income if it was accrued in the current year and is charged to
allowance for loan losses if it was accrued in prior years. When a nonaccrual
loan is returned to accruing status, any unpaid interest is recorded as interest
income after all principal has been collected.
For the year 1998, the gross amount of interest income that would have
been recorded on nonaccrual loans and restructured loans at December 31, 1998,
if all such loans had been accruing interest at the original contractual rate,
was $22.8 million. Interest payments recorded in 1998 as interest income
(excluding reversals of previously accrued interest) for all such nonperforming
loans at December 31, 1998, were $8.2 million.
TABLE 9-NONPERFORMING ASSETS AND ACCRUING LOANS PAST DUE 90 DAYS OR MORE
<TABLE>
<CAPTION>
AT DECEMBER 31
(Dollars in millions) 1998 1997 1996 1995 1994 1993
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
NONPERFORMING ASSETS
Nonaccrual loans
Commercial $ 50.1 $ 35.1 $ 68.2 $ 58.1 $ 68.0 $ 87.4
Real estate
Construction 13.5 16.0 23.7 11.0 24.7 42.7
Residential mortgages 83.9 75.2 74.7 111.3 58.9 67.5
Other 46.6 47.6 103.7 127.6 110.2 148.1
Consumer loans 12.5 12.1 13.4 16.9 17.5 16.2
- ----------------------------------------------------------------------------------------------
Total nonaccrual loans 206.6 186.0 283.7 324.9 279.3 361.9
Restructured loans 0.6 2.7 9.9 2.9 12.9 14.5
- ----------------------------------------------------------------------------------------------
Total nonperforming loans 207.2 188.7 293.6 327.8 292.2 376.4
Other real estate owned 34.9 48.2 71.1 97.8 136.0 212.2
- ----------------------------------------------------------------------------------------------
Total nonperforming assets $242.1 $236.9 $364.7 $425.6 $428.2 $588.6
- ----------------------------------------------------------------------------------------------
RATIOS
Nonperforming loans to total loans 0.32% 0.33% 0.59% 0.71% 0.70% 1.03%
Nonperforming assets to total loans plus
other real estate owned 0.37 0.42 0.73 0.92 1.02 1.60
ACCRUING LOANS PAST DUE
9O DAYS OR MORE $108.2 $109.0 $106.1 $ 79.8 $ 55.7 $ 53.9
- ----------------------------------------------------------------------------------------------
</TABLE>
Securities Available For Sale
The investment portfolio is managed to optimize yield over an entire interest
rate cycle while providing liquidity and managing market risk. The portfolio
yield decreased from an average of 6.68% in 1997 to 6.58% in 1998. On an
amortized cost basis, the portfolio increased by $1,303.4 million from December
31, 1997 to December 31, 1998. Portfolio turnover from sales totaled $4,343.2
million in 1998, representing approximately 32.8% of the average portfolio size.
The average life of the portfolio was 3.9 years at year-end 1998.
The Company classifies its securities portfolio as "securities
available-for-sale" which is consistent with the Company's investment philosophy
of maintaining flexibility to manage the securities portfolio. The carrying
value of securities available for sale at December 31, 1998, reflected $3.4
billion in unrealized gains, including a $3.2 billion unrealized gain on the
Company's investment in common stock of The Coca-Cola Company. The market value
of this common stock investment increased $15.1 million during 1998, which was
not reflected in the net income of SunTrust, but was included in comprehensive
income.
SunTrust Banks, Inc./23
<PAGE>
TABLE 10-SECURITIES AVAILABLE FOR SALE
<TABLE>
<CAPTION>
AT DECEMBER 31
Amortized Fair Unrealized Unrealized
(In millions) Cost Value Gains Losses
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
U.S. Treasury and other U.S. government
agencies and corporations
1998 $ 2,208.8 $ 2,243.9 $ 35.3 $ 0.2
1997 3,289.3 3,310.8 26.7 5.2
1996 4,338.9 4,345.4 25.2 18.7
States and political subdivisions
1998 599.1 617.9 19.6 0.8
1997 668.9 689.8 21.2 0.3
1996 826.7 851.7 26.2 1.2
Mortgage-backed and asset-backed securities
1998 9,860.4 9,895.1 57.5 22.8
1997 6,997.9 7,019.7 53.6 31.8
1996 7,224.4 7,200.8 45.8 69.4
Trust preferred securities
1998 867.2 918.1 50.9 -
1997 663.0 674.4 17.4 6.0
1996 - - - -
Other securities(1)
1998 643.8 3,884.0 3,251.8 11.6
1997 1,256.9 4,502.2 3,246.6 1.3
1996 876.2 3,429.6 2,557.1 3.7
- ----------------------------------------------------------------------------------------------------------
Total securities available for sale
1998 $14,179.3 $17,559.0 $3,415.1 $35.4
1997 12,876.0 16,196.9 3,365.5 44.6
1996 13,266.2 15,827.5 2,654.3 93.0
- -----------------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes the Company's investment in 48,266,496 shares of common stock of
The Coca-Cola Company.
24/SunTrust Banks, Inc.
<PAGE>
Deposits
Average interest-bearing deposits increased 2.6% in 1998 and comprised 78.2%,
79.3% and 79.6% of average total deposits in 1998, 1997 and 1996. Average
noninterest-bearing deposits grew by 9.4% over 1997, while average NOW/Money
market accounts, a lower-cost funding source, had the largest increase at 11.6%.
Average consumer time deposits decreased 5.8% in the same period. These changes
were brought about as consumers adjusted to a lower rate environment.
TABLE 11-COMPOSITION OF AVERAGE DEPOSITS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31 PERCENT OF TOTAL
(Dollars in millions) 1998 1997 1996 1998 1997 1996
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Noninterest-bearing $11,711.3 $10,706.0 $10,270.1 21.8% 20.7% 20.4%
NOW/Money market accounts 18,253.6 16,360.5 16,110.3 34.0 31.7 32.1
Savings 6,645.9 6,810.1 7,065.7 12.4 13.2 14.0
Consumer time 10,390.4 11,032.1 12,049.4 19.3 21.3 23.9
Other time 6,724.1 6,765.0 4,822.1 12.5 13.1 9.6
- ---------------------------------------------------------------------------------------------------
Total Deposits $53,725.3 $51,673.7 $50,317.6 100.0% 100.0% 100.0%
- ---------------------------------------------------------------------------------------------------
</TABLE>
Funds Purchased
Average funds purchased increased $3,523.0 million or 40.8% in 1998. Also,
average net purchased funds (average funds purchased less average funds sold)
increased $3,595.3 million in 1998. Average net purchased funds were 14.5% of
earning assets for 1998 compared to 10.8% in 1997.
TABLE 12-FUNDS PURCHASED(1)
<TABLE>
<CAPTION>
Maximum
Outstanding
AT DECEMBER 31 DAILY AVERAGE at Any
(Dollars in millions) Balance Rate Balance Rate Month-End
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1998 $13,295.8 4.43% $12,164.9 5.21% $14,191.7
- -----------------------------------------------------------------------------------------------------------
1997 9,736.0 5.61 8,641.9 5.34 10,449.0
1996 9,379.4 5.66 6,965.8 5.12 9,379.4
- -----------------------------------------------------------------------------------------------------------
</TABLE>
(1) Consists of federal funds purchased and securities sold under agreements to
repurchase that mature either overnight or at a fixed maturity generally not
exceeding three months. Rates on overnight funds reflect current market
rates. Rates on fixed maturity borrowings are set at the time of borrowings.
SunTrust Banks, Inc./25
<PAGE>
Capital Resources
Regulatory agencies measure capital adequacy within a framework that makes
capital requirements sensitive to the risk profiles of individual banking
companies. The guidelines define capital as either Tier 1 (primarily common
shareholders' equity, as defined, to include certain debt obligations) or Tier 2
(to include certain other debt obligations, a portion of the allowance for loan
losses and beginning in 1998, 45% of the unrealized gains on equity securities).
The Company and its subsidiary banks are subject to a minimum Tier 1 capital
ratio (Tier 1 capital to risk-weighted assets) of 4%, total capital ratio (Tier
1 plus Tier 2 to risk-weighted assets) of 8% and Tier 1 leverage ratio (Tier 1
to average quarterly assets) of 3%. To be considered a "well capitalized"
institution, the Tier 1 capital ratio, the total capital ratio and the Tier 1
leverage ratio must equal or exceed 6%, 10% and 5%, respectively. SunTrust is
committed to maintaining well capitalized banks.
In April 1997, the Board of Directors authorized the Company to
repurchase up to 15 million shares of SunTrust common stock. At December 31,
1997, SunTrust had repurchased approximately 1.9 million shares. Approximately
3.8 million shares of the Company's common stock were repurchased during the
first half of 1998 under this authorization. In connection with the July 1998
announcement of the merger with Crestar, the Board of Directors rescinded their
authorization to repurchase additional shares of Company stock. The Company
privately placed 2.7 million common shares in December 1998.
TABLE 13-CAPITAL RATIOS
<TABLE>
<CAPTION>
AT DECEMBER 31
(Dollars in millions) 1998 1997 1996 1995 1994 1993
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Tier 1 capital(1) $ 6,586.5 $ 5,587.2 $ 4,920.6 $ 4,497.2 $ 4,191.5 $ 4,088.3
Total capital 10,307.9 8,608.2 6,807.9 5,712.6 5,379.4 4,910.3
Risk-weighted assets 80,586.4 69,503.3 58,112.8 53,999.5 48,712.0 43,077.2
Risk-based ratios
Tier 1 capital 8.17% 8.04% 8.47% 8.33% 8.60% 9.49%
Total capital 12.79 12.39 11.71 10.58 11.04 11.40
Tier 1 leverage ratio 7.68 7.70 7.12 7.09 7.04 6.79
Total shareholders' equity to assets 8.78 8.83 8.92 8.84 8.05 8.58
- -------------------------------------------------------------------------------------------------------
</TABLE>
(1) Tier 1 capital includes trust preferred obligations of $1,050, $800 and $200
at the end of 1998, 1997 and 1996, respectively.
Liquidity
Liquidity is managed to ensure there is sufficient cash flow to satisfy demand
for credit, deposit withdrawals and attractive investment opportunities. A
large, stable core deposit base, strong capital position and excellent credit
ratings are the solid foundation for the Company's liquidity position. Liquidity
is enhanced by an investment portfolio structured to provide liquidity as
needed. It is also strengthened by ready access to regional and national
wholesale funding sources including fed funds purchased, securities sold under
agreements to repurchase, negotiable certificates of deposit and offshore
deposits, as well as an active bank note program, commercial paper issuance by
the Parent Company and Federal Home Loan Bank (FHLB) advances for subsidiary
banks who are FHLB members.
26/SunTrust Banks, Inc.
<PAGE>
TABLE 14-LOAN MATURITY
<TABLE>
<CAPTION>
AT DECEMBER 31, 1998
Remaining Maturities of Selected Loans
- ----------------------------------------------------------------------------------------------
Within 1-5 After
(In millions) Total 1 Year Years 5 Years
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
LOAN MATURITY
Commercial(1) $23,220.8 $11,175.6 $9,326.9 $2,718.3
Real estate-construction 2,085.0 1,475.5 592.2 17.3
- ----------------------------------------------------------------------------------------------
Total $25,305.8 $12,651.1 $9,919.1 $2,735.6
- ----------------------------------------------------------------------------------------------
INTEREST RATE SENSITIVITY
Selected loans with
Predetermined interest rates $2,285.6 $ 595.4
Floating or adjustable interest rates 7,633.5 2,140.2
- ----------------------------------------------------------------------------------------------
Total $9,919.1 $2,735.6
- ----------------------------------------------------------------------------------------------
</TABLE>
(1) Excludes $1,368.8 million in lease financing.
TABLE 15-MATURITY DISTRIBUTION OF SECURITIES AVAILABLE FOR SALE
<TABLE>
<CAPTION>
AT DECEMBER 31, 1998
Average
1 Year 1-5 5-10 After 10 Maturity
(Dollars in millions) or Less Years Years Years Total in Years
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
AMORTIZED COST
U.S. Treasury and other U.S. government
agencies and corporations $1,084.5 $1,106.0 $ 14.3 $ 4.0 $ 2,208.8 1.2
States and political subdivisions 142.7 290.1 128.0 38.3 599.1 3.5
Mortgage-backed and asset-backed securities(1) 1,234.9 7,426.2 1,190.5 8.8 9,860.4 2.9
Trust preferred securities - - 150.9 716.3 867.2 22.1
- -----------------------------------------------------------------------------------------------------------------
Total debt securities $2,462.1 $8,822.3 $1,483.7 $767.4 $13,535.5 3.9
- -----------------------------------------------------------------------------------------------------------------
FAIR VALUE
U.S. Treasury and other U.S. government
agencies and corporations $1,090.3 $1,133.8 $ 15.2 $ 4.6 $ 2,243.9
States and political subdivisions 144.2 300.0 134.9 38.8 617.9
Mortgage-backed and asset-backed securities(1) 1,238.0 7,457.8 1,190.8 8.5 9,895.1
Trust preferred securities - - 154.0 764.1 918.1
- -----------------------------------------------------------------------------------------------------------------
Total debt securities $2,472.5 $8,891.6 $1,494.9 $816.0 $13,675.0
- -----------------------------------------------------------------------------------------------------------------
WEIGHTED-AVERAGE YIELD (FTE)
U.S. Treasury and other U.S. government
agencies and corporations 5.99% 6.26% 6.40% 7.11% 6.13%
States and political subdivisions 8.22 7.89 8.08 7.21 7.97
Mortgage-backed and asset-backed securities(1) 5.95 6.09 6.24 5.58 6.09
Trust preferred securities - - 6.87 7.01 6.98
Total debt securities 6.10 6.17 6.37 7.00 6.24
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Distribution of maturities is based on the average life of the asset.
SunTrust Banks, Inc./27
<PAGE>
TABLE 16-MATURITY OF CONSUMER TIME AND OTHER TIME DEPOSITS
IN AMOUNTS OF $100,000 OR MORE
<TABLE>
<CAPTION>
AT DECEMBER 31, 1998
Consumer
(In millions) Time Other Time Total
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Months to maturity
3 or less $2,252.4 $3,856.8 $6,109.2
Over 3 through 6 623.3 87.8 711.1
Over 6 through 12 725.6 95.2 820.8
Over 12 323.4 91.6 415.0
- ----------------------------------------------------------------------------------------------
Total $3,924.7 $4,131.4 $8,056.1
- ----------------------------------------------------------------------------------------------
</TABLE>
Interest Rate And Market Risk
The normal course of business activity exposes SunTrust to interest rate risk.
Fluctuations in interest rates may result in changes in the fair market value of
the Company's financial instruments, cash flows and net interest income.
SunTrust's asset/liability management process manages the Company's interest
rate risk position. The objective of this process is the optimization of the
Company's financial position, liquidity and net interest income, while
maintaining a relatively neutral interest rate sensitive position. The gap
analysis in Table 17 represents a snapshot of the Company's balance sheet
structure as of year-end. It does not reflect the complexities of the Company's
interest rate sensitivity.
SunTrust uses a simulation modeling process to measure interest rate
risk and evaluate potential strategies. These simulations incorporate
assumptions regarding balance sheet growth and mix, pricing, and the repricing
and maturity characteristics of the existing and projected balance sheet. Other
interest-rate-related risks such as prepayment, basis and option risk are also
considered. Simulation results quantify interest rate risk under various
interest rate scenarios. Management then develops and implements appropriate
strategies. Senior management regularly reviews the overall interest rate risk
position and asset/liability management strategies.
The Company's relative interest rate risk neutrality as of December 31,
1998 is evidence of management's ability to reach their interest rate risk
objectives. Management estimates the Company's annual net interest income would
decline less than $12 million, or less than 1.0%, under an instantaneous
increase, or decrease, in interest rates of 100 basis points, versus the
projection under stable rates. A fair market value analysis of the Company's
balance sheet calculated under an instantaneous 100 basis point increase in
rates as of December 31, 1998 estimates a $628 million decrease in market value.
SunTrust estimates a like decrease in rates would increase market value $548
million. These changes in market value represent less than 1.0% of the carrying
value of total assets as of year-end. These simulated computations should not be
relied upon as indicative of actual future results. Further, the computations do
not contemplate certain actions that management may undertake in response to
future changes in interest rates.
The Company is also subject to risk from changes in equity prices.
SunTrust owns 48,266,496 shares of common stock of The Coca-Cola Company which
had a carrying value of $3.2 billion at December 31, 1998. A 10% decrease in the
share price of The Coca-Cola Company at December 31, 1998 would result in a
decrease of approximately $205 million, after adjustment for deferred taxes, in
total shareholders' equity.
The Company's trading portfolio at December 31, 1998 is not significant
compared to the remainder of the balance sheet. The increase or decrease in
portfolio equity from trading assets caused by a hypothetical 10% increase or
decrease in interest rates or equity prices would not be material. Nevertheless,
the Company closely monitors market risk.
28/SunTrust Banks, Inc.
<PAGE>
TABLE 17-INTEREST RATE SENSITIVITY ANALYSIS
<TABLE>
<CAPTION>
AT DECEMBER 31, 1998
Repricing Within(1)
- --------------------------------------------------------------------------------------------------------------------------------
0-30 31-90 91-180 181-365 Over 1
(Dollars in millions) Days Days Days Days Year Total
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
EARNING ASSETS
Loans (2) $ 24,275.9 $ 8,887.8 $ 3,282.7 $ 5,529.3 $22,569.6 $64,545.3
Debt securities(3) 1,131.5 2,013.0 942.0 1,471.0 8,217.9 13,775.4
Interest-bearing deposits 384.9 0.1 - - 0.9 385.9
Funds sold(4) 1,252.8 - - - - 1,252.8
- --------------------------------------------------------------------------------------------------------------------------------
Total earning assets $ 27,045.1 $ 10,900.9 $ 4,224.7 $ 7,000.3 $30,788.4 $79,959.4
INTEREST-BEARING LIABILITIES
Interest-bearing deposits(5) $ 32,638.7 $ 2,839.9 $ 3,207.4 $ 3,549.5 $ 2,732.1 $44,967.6
Funds purchased(4) 14,763.6 - - - - 14,763.6
Other short-term borrowings 2,532.0 79.4 20.5 - 5.1 2,637.0
Long-term debt 265.3 225.7 226.8 81.9 5,008.2 5,807.9
- --------------------------------------------------------------------------------------------------------------------------------
Total interest-bearing liabilities $ 50,199.6 $ 3,145.0 $ 3,454.7 $ 3,631.4 $ 7,745.4 $68,176.1
OFF-BALANCE SHEET
FINANCIAL INSTRUMENTS 1,252.8 1,018.6 54.5 (94.1) (2,231.8) -
- --------------------------------------------------------------------------------------------------------------------------------
INTEREST-SENSITIVITY GAP $(21,901.7) $ 8,774.5 $ 824.5 $ 3,274.8 $20,811.2 $11,783.3
- --------------------------------------------------------------------------------------------------------------------------------
Cumulative gap $(21,901.7) $(13,127.2) $(12,302.7) $ (9,027.9) $11,783.3
Ratio of cumulative gap to total earning assets 27.4% 16.4% 15.4% 11.3% 14.7%
Ratio of interest-sensitive assets to
interest-sensitive liabilities 53.9 346.6 122.3 192.8 397.5
- --------------------------------------------------------------------------------------------------------------------------------
Cumulative gap at December 31, 1997 $(20,293.5) $(11,553.3) $(10,122.8) $ (6,664.2) $12,249.0
Cumulative gap at December 31, 1996 (16,646.7) (10,395.7) (13,966.9) (10,851.5) 3,069.6
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The repricing dates (which may differ from maturity dates) for various
assets and liabilities do not consider external factors that might affect
the interest rate sensitivity of assets and liabilities.
(2) Excludes overdrafts and nonaccrual loans.
(3) Includes trading account.
(4) December monthly averages.
(5) Savings, NOW and money market accounts can be repriced at any time;
therefore, all such balances are included in 0-30 days. Consumer time and
other time deposit balances are classified according to their remaining
maturities.
Derivative Instruments
Derivative financial instruments, such as interest rate swaps, options, caps,
floors, futures and forward contracts, are components of the Company's risk
management profile. The Company also enters into such instruments as a service
to corporate banking customers. Where contracts have been created for customers,
the Company generally enters into offsetting positions to eliminate the
Company's exposure to interest rate risk.
The Company monitors its sensitivity to changes in interest rates and
may use derivative instruments to limit the volatility of net interest income.
Derivative instruments decreased net interest income by $1.3 million in 1998 and
$7.7 million in 1997 and increased net interest income by $0.1 million for 1996.
For derivative instruments entered into by the Company as an end user, the
following table shows the weighted average rate received and weighted average
rate paid by maturity and corresponding notional amounts at December 31, 1998.
SunTrust Banks, Inc./29
<PAGE>
TABLE 18-DERIVATIVE INSTRUMENTS
<TABLE>
<CAPTION>
AT DECEMBER 31, 1998
Average Average Average
Maturity in Rate Paid/ Rate
(Dollars in millions) Notional Value Fair Value Months Option Strike Received
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
INTEREST RATE SWAPS
Gain position
Receive fixed $1,250.2 $ 74.3 53.9 5.24% 6.44%
Pay fixed 1,943.8 51.3 34.9 5.20 6.04
Basis swaps 125.0 - 36.5 4.72 4.86
- ---------------------------------------------------------------------------------------------------
Total gain position $3,319.0 $125.6
- ---------------------------------------------------------------------------------------------------
Loss position
Receive fixed - - - - -
Pay fixed 995.2 (33.2) 66.6 6.24 5.52
Basis swaps 450.0 (1.7) 31.0 4.53 4.67
- ---------------------------------------------------------------------------------------------------
Total loss position 1,445.2 (34.9)
- ---------------------------------------------------------------------------------------------------
Total interest rate swaps $4,764.2 $ 90.7
- ---------------------------------------------------------------------------------------------------
OPTIONS PURCHASED $4,495.0 $ (8.0) 41.5 6.95%
- ---------------------------------------------------------------------------------------------------
</TABLE>
Earnings and Balance Sheet Analysis 1997 vs. 1996
Net income was $975.9 million in 1997 compared with $859.0 million in 1996. This
was an increase of $116.9 million or 13.6%. Diluted earnings per common share in
1997 were $3.04, a 17.4% increase over the 1996 diluted earnings per share of
$2.59. Basic earnings per common share in 1997 were $3.08 compared to $2.63 the
previous year.
Net interest income, was $2,832.6 million for 1997. This was an increase
of $122.9 million primarily due to the 8.6% growth in average earning assets.
The Company's net interest margin declined from 4.40% in 1996 to 4.23% in 1997.
The provision for loan losses increased $53.3 million from $171.8 million in
1996 to $225.1 million in 1997. The allowance for loan losses as a percentage of
loans decreased from 1.79% to 1.64%. Net charge-offs to average loans were 0.36%
in 1997 versus 0.40% in 1996. Nonperforming assets decreased 35.0% from $364.7
million at December 31, 1996 to $236.9 million at December 31, 1997.
Noninterest income was $1,355.7 million in 1997, an increase of $193.0
million, or 16.6%, from 1996. Trust income accounted for the largest increase,
up $48.9 million, or 14.2%. Noninterest expense was up $31.1 million or 1.3%.
Loans at December 31, 1997, were $56.8 billion or 13.3% greater than at year-end
1996. At December 31, 1997, deposits were $54.6 billion, an increase of $2.0
billion, or 3.8%, from 1996 year-end.
Fourth Quarter Results
Consolidated net income in the fourth quarter of 1998 was $157.9 million
compared to $254.6 million in the fourth quarter of 1997. Excluding total
merger-related charges and the $9.3 million student loan securitization gain
recorded by Crestar in the fourth quarter of 1997, 1998 fourth quarter net
income was $275.0 million and increased 12.1% over the fourth quarter of 1997.
Diluted net income per common share for the fourth quarter of 1998 was $0.49, a
decrease from $0.80 in the fourth quarter of 1997. After adjusting for
merger-related charges recorded in the fourth quarter of 1998, diluted net
income per share was $0.86. Basic net income per common share decreased to $0.50
in the fourth quarter of 1998 compared to $0.81 in the fourth quarter of 1997.
Excluding the merger-related charges recorded in the fourth quarter of 1998,
basic net income was $0.87.
o The 1998 fourth quarter included merger-related charges of $161.9
million before tax, or $117.1 million after-tax related to the
acquisition of Crestar. (See Note 2 of the Consolidated Financial
Statements.)
o The 1998 fourth quarter provision for loan losses of $67.1 million was
$11.2 million greater than the $55.9 million in 1997 and included $20
million related to the Crestar merger. (See Note 2 to the Consolidated
Financial Statements.) Net loan charge-offs for the fourth quarter of
1998 were at $52.5 million, $0.3 million more than in the 1997 fourth
quarter.
30/SunTrust Banks, Inc.
<PAGE>
o Average earning assets were $78.2 billion in the 1998 fourth quarter,
an increase of 12.3% over 1997. This gain, offset somewhat by a 23
basis point decline in the net interest margin, produced an increase
of $42.7 million in net interest income on a taxable-equivalent basis.
o Noninterest income increased by $74.4 million in the 1998 fourth
quarter compared to the fourth quarter of 1997. Other charges and fees
increased $15.7 million, trust income was up $15.4 million and
corporate and institutional investment services income was higher by
$15.8 million over the 1997 fourth quarter.
o Noninterest expense, excluding merger-related charges, increased 17.4%
from the fourth quarter of 1997. Personnel expense was up $64.1
million or 18.3%.
TABLE 19-QUARTERLY FINANCIAL DATA
<TABLE>
<CAPTION>
1998 1997
------------------------------------------------------------------------------------------------------
(Dollars in millions
except per share data) 4 3 2 1 4 3 2 1
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SUMMARY OF
OPERATIONS
Interest and dividend
income $ 1,443.0 $ 1,419.5 $ 1,425.7 $ 1,387.7 $ 1,366.9 $ 1,329.7 $ 1,286.7 $ 1,254.9
Interest expense 689.5 698.2 691.1 668.0 656.7 632.0 595.4 569.4
------------------------------------------------------------------------------------------------------
Net interest income 753.5 721.3 734.6 719.7 710.2 697.7 691.3 685.5
Provision for loan losses 67.1 40.5 55.3 51.7 55.9 48.1 65.2 55.9
------------------------------------------------------------------------------------------------------
Net interest income after
provision for loan losses 686.4 680.8 679.3 668.0 654.3 649.6 626.1 629.6
Noninterest income 436.1 460.1 421.3 398.7 361.7 329.8 338.3 325.9
Noninterest expense 851.0 732.9 688.1 660.4 623.4 602.6 595.3 594.4
------------------------------------------------------------------------------------------------------
Income before provision
for income taxes 271.5 408.0 412.5 406.3 392.6 376.8 369.1 361.1
Provision for income taxes 113.6 131.3 141.0 141.4 138.0 129.0 128.2 128.5
------------------------------------------------------------------------------------------------------
Net income $ 157.9 $ 276.7 $ 271.5 $ 264.9 $ 254.6 $ 247.8 $ 240.9 $ 232.6
------------------------------------------------------------------------------------------------------
Net interest income
(taxable-equivalent) $ 764.6 $ 732.4 $ 745.6 $ 730.9 $ 721.9 $ 709.4 $ 703.6 $ 697.7
PER COMMON SHARE
Net income-diluted $ 0.49 $ 0.87 $ 0.85 $ 0.83 $ 0.80 $ 0.78 $ 0.75 $ 0.71
Net income-basic 0.50 0.88 0.86 0.84 0.81 0.79 0.76 0.72
Dividends declared 0.250 0.250 0.250 0.250 0.250 0.225 0.225 0.225
Book value 25.47 23.92 25.81 24.88 23.08 22.03 22.27 20.78
Market Price
High 80.63 87.75 83.44 77.44 75.25 70.44 59.00 54.75
Low 55.06 54.00 73.38 65.25 61.13 54.75 44.13 46.13
Close 76.50 62.00 81.31 75.38 71.38 67.94 55.06 46.38
SELECTED AVERAGE
BALANCES
Total assets $ 89,283.1 $ 85,372.1 $ 85,087.5 $ 82,330.5 $ 79,176.2 $ 76,595.5 $ 74,721.0 $ 73,508.0
Earning assets 78,224.4 74,731.7 74,372.8 72,129.4 69,668.1 67,406.0 65,711.6 64,933.1
Loans 63,134.0 60,039.5 59,441.9 57,341.4 55,353.8 53,082.0 51,709.9 50,409.3
Total deposits 54,828.4 53,658.3 53,607.5 52,785.4 52,013.3 51,810.7 51,774.6 51,084.0
Realized shareholders'
equity 5,898.6 5,618.9 5,568.9 5,474.8 5,189.5 5,111.7 5,061.4 5,103.1
Total shareholders' equity 7,947.6 7,990.8 7,937.1 7,532.6 7,039.2 7,060.1 6,901.5 6,808.7
Common shares-
diluted (thousands) 320,224 317,920 319,689 320,387 318,480 319,257 320,710 325,343
Common shares-
basic (thousands) 315,403 313,572 314,999 315,678 313,617 314,721 316,684 320,818
RATIOS
(ANNUALIZED)
ROA 0.73% 1.35% 1.34% 1.36% 1.33% 1.34% 1.35% 1.33%
ROE 10.62 19.54 19.55 19.63 19.46 19.24 19.09 18.48
Net interest margin 3.88 3.89 4.02 4.11 4.11 4.18 4.30 4.36
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
SunTrust Banks, Inc./31
<PAGE>
TABLE 20-CONSOLIDATED DAILY AVERAGE BALANCES, INCOME/EXPENSE
AND AVERAGE YIELDS EARNED AND RATES PAID
<TABLE>
<CAPTION>
QUARTER ENDED
DECEMBER 31, 1998 DECEMBER 31, 1997
- --------------------------------------------------------------------------------------------------------------------------
(Dollars in millions; Average Income/ Yields/ Average Income/ Yields/
yields on taxable-equivalent basis) Balances Expense Rates Balances Expense Rates
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Loans(1)
Taxable $ 62,011.6 $1,193.8 7.64% $54,367.7 $1,123.0 8.20%
Tax-exempt(2) 1,122.4 21.2 7.50 986.1 20.3 8.15
--------------------------------------------------------------------
Total loans 63,134.0 1,215.0 7.63 55,353.8 1,143.3 8.19
Securities available for sale
Taxable 12,868.0 206.2 6.36 11,666.9 194.3 6.61
Tax-exempt(2) 610.2 12.2 7.95 700.3 14.7 8.34
--------------------------------------------------------------------
Total securities available for sale 13.478.2 218.4 6.43 12,367.2 209.0 6.71
Funds sold 1,293.5 16.9 5.20 1,638.8 23.9 5.79
Other short-term investments(2) 318.7 3.8 4.79 308.3 2.4 3.10
--------------------------------------------------------------------
Total earning assets 78,224.4 1,454.1 7.37 69,668.1 1,378.6 7.85
Allowance for loan losses (955.0) (928.9)
Cash and due from banks 3,600.3 3,300.4
Premises and equipment 1,524.9 1,438.0
Other assets 3,576.6 2,699.4
Unrealized gains on securities available for sale 3,311.9 2,999.2
--------------------------------------------------------------------
Total assets $ 89,283.1 $ 79,176.2
--------------------------------------------------------------------
LIABILITIES AND
SHAREHOLDERS' EQUITY
Interest-bearing deposits
NOW/Money market accounts $ 19,003.7 $ 131.5 2.74 $16,616.7 $ 119.5 2.86%
Savings 6,714.3 52.2 3.09 6,640.8 56.2 3.35
Consumer time 10,135.0 129.8 5.08 10,831.0 140.3 5.14
Other time 6,710.4 87.0 5.14 6,894.4 97.8 5.63
--------------------------------------------------------------------
Total interest-bearing deposits 42,563.4 400.5 3.73 40,982.9 413.8 4.01
Funds purchased 14,166.8 172.3 4.82 10,302.9 140.6 5.41
Other short-term borrowings 2,031.6 25.5 4.98 2,664.4 29.5 4.40
Long-term debt 5,844.9 91.2 6.19 3,891.3 72.8 7.42
--------------------------------------------------------------------
Total interest-bearing liabilities 64,606.7 689.5 4.23 57,841.5 656.7 4.50
Noninterest-bearing deposits 12,265.0 11,030.4
Other liabilities 4,463.8 3,265.1
Realized shareholders' equity 5,898.6 5,189.5
Accumulated other comprehensive income 2,049.0 1,849.7
--------------------------------------------------------------------
Total liabilities and
shareholders' equity $ 89,283.1 $ 79,176.2
--------------------------------------------------------------------
INTEREST RATE SPREAD 3.14% 3.35%
--------------------------------------------------------------------
NET INTEREST INCOME $ 764.6 $ 721.9
--------------------------------------------------------------------
NET INTEREST MARGIN(3) 3.88% 4.11%
--------------------------------------------------------------------
</TABLE>
(1) Interest income includes loan fees of $30.4 and $28.4 in the quarters ended
December 31, 1998 and 1997, respectively. Nonaccrual loans are included in
average balances and income on such loans, if recognized, is recorded on a
cash basis.
(2) Interest income includes the effects of taxable-equivalent adjustments using
a federal income tax rate of 35% and, where applicable, state income taxes
to increase tax-exempt interest income to a taxable-equivalent basis. The
net taxable-equivalent adjustment amounts included in the above table
aggregated $11.1 and $11.7 in the quarters ended December 31, 1998 and 1997,
respectively.
(3) Derivative instruments used to help balance the Company's
interest-sensitivity position had no impact on net interest income in the
fourth quarter of 1998 and decreased net interest income by $5.2 in the
fourth quarter of 1997. Without these derivatives, Net Interest Margin would
have been 3.88% in 1998 and 4.14% in 1997.
32/SunTrust Banks, Inc.
<PAGE>
TABLE 21-QUARTERLY NONINTEREST INCOME AND EXPENSE
<TABLE>
<CAPTION>
QUARTERS
1998 1997
---------------------------------------------------------------------
(In millions) 4 3 2 1 4 3 2 1
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
NONINTEREST INCOME
Trust income $117.7 $112.9 $116.3 $113.2 $102.3 $ 98.3 $ 96.6 $ 95.8
Service charges on
deposit accounts 105.7 102.6 97.6 95.2 97.2 93.3 93.6 90.0
Miscellaneous charges
and fees 61.4 55.9 56.4 52.6 45.7 43.3 43.7 43.5
Mortgage fees 39.2 34.9 33.1 31.4 25.0 22.6 20.7 19.3
Mortgage servicing
rights income 32.5 34.6 34.9 20.8 16.1 11.1 8.0 7.0
Credit card fees 23.5 20.1 22.9 20.8 24.3 21.3 19.5 16.0
Corporate and
institutional
investment services 20.2 13.8 12.3 9.5 4.4 6.4 2.7 3.3
Retail investment
services 15.2 16.1 18.5 14.8 12.5 13.0 13.6 12.4
Trading account profits
and commissions 11.7 8.3 12.4 12.2 6.6 5.4 5.9 4.8
Securities gains (losses) 1.0 (0.8) 4.5 3.5 1.7 0.2 (0.5) 5.5
Other income(1) 8.0 61.7 12.4 24.7 25.9 14.9 34.5 28.3
---------------------------------------------------------------------
Total noninterest
income $436.1 $460.1 $421.3 $398.7 $361.7 $329.8 $338.3 $325.9
---------------------------------------------------------------------
NONINTEREST EXPENSE
Salaries $289.9 $278.1 $269.2 $258.3 $250.6 $245.5 $240.4 $241.4
Other compensation 86.2 100.8 80.3 70.9 63.0 55.0 52.3 47.8
Employee benefits 39.2 45.7 46.1 50.8 37.6 43.5 45.4 50.4
---------------------------------------------------------------------
Total personnel expense 415.3 424.6 395.6 380.0 351.2 344.0 338.1 339.6
Merger-related expenses 119.4 - - - - - - -
Net occupancy expense 49.8 49.1 47.0 46.3 46.3 45.9 46.2 48.8
Equipment expense 45.2 45.5 43.9 44.2 41.7 41.9 43.0 41.1
Outside processing and
software 37.7 32.9 34.6 33.2 31.6 28.6 27.2 25.3
Marketing and customer
development 34.7 22.7 25.6 24.1 26.2 23.2 23.4 22.6
Amortization of
intangible assets 28.9 28.0 26.7 21.8 18.6 16.3 15.5 14.6
Consulting and legal 19.6 19.6 15.1 13.2 13.4 13.0 13.3 12.0
Credit and collection
services 18.9 17.8 17.5 16.2 16.7 15.4 14.6 12.8
Postage and delivery 16.1 15.9 16.0 16.4 16.2 15.4 15.8 16.7
Communications 15.8 15.8 15.6 14.9 13.0 13.3 13.2 13.2
Operating supplies 14.3 13.2 13.3 13.2 13.2 11.7 12.3 12.8
FDIC premiums 2.3 2.3 2.1 1.7 2.0 1.6 2.0 2.9
Other real estate expense (1.0) (4.0) (1.8) (3.0) (5.0) (2.4) (0.6) (0.6)
Other expense 34.0 49.5 36.9 38.2 38.3 34.7 31.3 32.6
---------------------------------------------------------------------
Total noninterest
expense $851.0 $732.9 $688.1 $660.4 $623.4 $602.6 $595.3 $594.4
- ----------------------------------------------------------------------------------------------
</TABLE>
(1) The third quarter of 1998 includes a $54 million pre-tax gain on the sale of
credit card loans. The fourth quarter of 1997 includes a $9.3 million
pre-tax gain on the securitization of student loans. The second quarter of
1997 includes a $17.3 million pre-tax gain from the sale of merchant card
processing operations.
SunTrust Banks, Inc./33
<PAGE>
TABLE 22-SUMMARY OF LOAN LOSS EXPERIENCE, NONPERFORMING ASSETS
AND ACCRUING LOANS PAST DUE 90 DAYS OR MORE
<TABLE>
<CAPTION>
QUARTERS
1998 1997
---------------------------------------------------------------------
(Dollars in millions) 4 3 2 1 4 3 2 1
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ALLOWANCE FOR
LOAN LOSSES
Balance-beginning
of quarter $928.5 $908.9 $939.8 $933.5 $925.7 $919.3 $903.7 $897.0
Allowance from
acquisitions and
other activity-net 1.5 21.9 (34.9) 1.5 4.1 - - (1.9)
Provision for loan losses 67.1 40.5 55.3 51.7 55.9 48.1 65.2 55.9
Charge-offs (67.8) (59.5) (69.8) (67.2) (72.6) (64.9) (68.5) (69.2)
Recoveries 15.3 16.7 18.5 20.3 20.4 23.2 18.9 21.9
---------------------------------------------------------------------
Balance-end of quarter $944.6 $928.5 $908.9 $939.8 $933.5 $925.7 $919.3 $903.7
---------------------------------------------------------------------
RATIOS
Allowance to quarter-end
loans 1.45% 1.51% 1.52% 1.60% 1.64% 1.71% 1.75% 1.77%
Allowance to
nonperforming loans 456.0 468.3 462.6 478.5 494.6 427.7 399.9 339.0
Net charge-offs
to average loans
(annualized) 0.33 0.28 0.35 0.33 0.37 0.31 0.39 0.38
Provision to average loans
(annualized) 0.42 0.27 0.37 0.37 0.40 0.36 0.51 0.45
NONPERFORMING ASSETS
Nonaccrual loans $206.6 $197.7 $196.5 $193.7 $186.0 $213.7 $218.9 $256.6
Restructured loans 0.6 0.5 - 2.7 2.7 2.8 11.0 9.9
---------------------------------------------------------------------
Total nonperforming
loans 207.2 198.2 196.5 196.4 188.7 216.5 229.9 266.5
Other real estate owned 34.9 33.1 43.4 52.0 48.2 62.5 76.2 69.1
---------------------------------------------------------------------
Total nonperforming
assets $242.1 $231.3 $239.9 $248.4 $236.9 $279.0 $306.1 $335.6
---------------------------------------------------------------------
RATIOS
Nonperforming loans to
total loans 0.32% 0.32% 0.33% 0.33% 0.33% 0.40% 0.44% 0.52%
Nonperforming assets to
total loans plus other
real estate owned 0.37 0.38 0.40 0.42 0.42 0.52 0.58 0.66
ACCRUING LOANS PAST
DUE 9O DAYS OR MORE $108.2 $ 89.8 $101.5 $110.3 $109.0 $104.4 $ 84.6 $109.9
- ----------------------------------------------------------------------------------------------
</TABLE>
34/SunTrust Banks, Inc.
<PAGE>
Banking Income
TABLE 23-SELECTED FINANCIAL DATA OF PRINCIPAL BANKING SUBSIDIARIES
<TABLE>
<CAPTION>
SunTrust Banks of SunTrust Banks of SunTrust Banks of Crestar Financial
Florida, Inc. Georgia, Inc. Tennessee, Inc. Corporation
(Dollars in millions) 1998(1) 1997 1998(1) 1997 1998(1) 1997 1998(2) 1997
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SUMMARY OF
OPERATIONS
Net interest income
(FTE) $1,041.8 $1,007.1 $ 719.0 $ 662.8 $299.1 $293.6 $ 940.5 $ 901.7
Provision for loan
losses 41.9 32.4 24.8 20.3 8.1 6.1 83.1 108.1
Trust income 174.8 156.3 136.7 114.5 43.4 38.6 83.5 74.3
Other noninterest
income 334.7 274.4 231.8 200.6 99.3 84.8 478.3 373.8
Personnel expense 373.0 347.1 248.6 230.9 116.4 111.9 481.2 417.3
Other noninterest
expense 479.1 453.2 327.4 292.7 134.7 120.9 508.7 339.5
Net income 407.6 371.5 315.5 281.5 112.7 110.1 247.7 308.6
SELECTED AVERAGE
BALANCES
Total assets 28,001 25,609 23,297 21,275 8,184 7,577 24,893 21,645
Earning assets 26,337 24,110 18,341 16,708 7,843 7,284 22,991 19,948
Loans 20,068 18,194 15,225 13,402 6,175 5,673 17,945 15,137
Total deposits 19,196 18,409 11,619 11,751 6,039 5,820 16,966 15,758
Realized shareholder's
equity 2,263 2,090 1,661 1,530 646 606 2,174 1,897
AT DECEMBER 31
Total assets 30,327 27,387 25,634 22,718 8,644 8,142 27,579 24,758
Earning assets 27,733 25,435 20,209 17,582 8,321 7,783 25,396 22,516
Loans 21,236 19,549 16,690 14,299 6,557 5,906 19,799 16,630
Allowance for loan
losses 309 379 204 201 92 110 280 282
Total deposits 21,560 19,715 13,986 12,251 6,252 6,382 17,593 16,383
Realized shareholder's
equity 2,462 2,172 1,737 1,685 681 635 2,303 2,052
Total shareholder's
equity 2,474 2,190 3,744 3,687 686 641 2,334 2,052
CREDIT QUALITY
Net loan charge-offs(3) 32.3 22.3 18.9 15.0 9.6 10.4 72.9 99.7
Nonperforming loans(4) 103.8 79.3 37.7 36.4 11.5 12.0 53.2 60.7
Other real estate
owned(4) 8.5 10.9 2.4 2.8 4.7 8.6 19.5 25.7
RATIOS AND
OTHER DATA
ROA 1.46% 1.45% 1.59% 1.54% 1.38% 1.45% 1.00% 1.42%
ROE 18.01 17.77 18.99 18.39 17.46 18.17 11.40 16.27
Net interest margin 3.96 4.18 3.92 3.97 3.81 4.03 4.09 4.52
Efficiency ratio 54.9 55.7 53.0 53.5 56.9 55.8 65.9 56.1
Total shareholder's
equity to assets 8.16 8.00 14.60 16.23 7.94 7.88 8.46 8.29
Net charge-offs to
average loans 0.16 0.13 0.13 0.11 0.16 0.19 0.41 0.66
Nonperforming loans to
total loans 0.50 0.42 0.23 0.26 0.18 0.21 0.27 0.36
Nonperforming assets
to total loans plus other
real estate owned 0.54 0.47 0.24 0.28 0.25 0.36 0.37 0.52
Allowance to year-end
loans 1.49 1.99 1.24 1.43 1.44 1.90 1.42 1.69
Allowance to
nonperforming loans 298.1 478.4 539.8 552.2 805.8 909.6 527.5 464.4
Full-service banking
offices 377 368 218 213 117 118 367 373
ATMs 576 550 379 359 175 169 709 613
- ----------------------------------------------------------------------------------------------
</TABLE>
(1) The net income above excludes the effect of a nonrecurring intercompany
adjustment in 1998.
(2) Includes after-tax merger-related charges of $90.8 million recorded in 1998.
(3) Charge-offs on credit card loans are recorded in SunTrust BankCard, N.A. and
are not included in the principal banking subsidiaries, except for Crestar.
(4) As of December 31.
SunTrust Banks, Inc./35
<PAGE>
TABLE 24-FINANCIAL HIGHLIGHTS OF PRINCIPAL BANKING SUBSIDIARIES
<TABLE>
<CAPTION>
Total Assets
Net Income ROA At December 31
(Dollars in millions) 1998 1997 1998 1997 1998 1997
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
SUNTRUST BANKS OF FLORIDA, INC.(1)
SunTrust Bank, Central Florida, N.A. $107.7 $ 96.7 1.33% 1.40% $ 8,718 $ 7,803
SunTrust Bank, East Central Florida 16.9 17.8 1.50 1.65 1,196 1,070
SunTrust Bank, Gulf Coast 24.9 22.6 1.23 1.22 2,090 1,907
SunTrust Bank, Miami, N.A. 48.1 43.5 1.23 1.38 3,968 3,523
SunTrust Bank, Mid-Florida, N.A. 12.6 11.6 1.27 1.19 1,033 963
SunTrust Bank, Nature Coast 20.5 17.9 1.47 1.38 1,877 1,342
SunTrust Bank, North Central Florida 13.4 13.4 1.46 1.54 989 907
SunTrust Bank, North Florida, N.A. 9.9 8.0 0.93 0.76 1,076 1,037
SunTrust Bank, South Florida, N.A. 78.0 70.6 1.85 1.78 4,890 4,452
SunTrust Bank, Southwest Florida 21.3 18.8 1.53 1.43 1,423 1,359
SunTrust Bank, Tallahassee, N.A. 6.6 5.7 1.26 1.21 602 520
SunTrust Bank, Tampa Bay 39.5 36.3 1.50 1.57 2,702 2,493
SunTrust Bank, West Florida 7.6 9.4 1.35 1.69 601 587
SUNTRUST BANKS OF GEORGIA, INC.(1)
SunTrust Bank, Atlanta $218.3 $198.0 1.41% 1.38% $19,665 $17,050
SunTrust Bank, Augusta, N.A. 8.8 7.9 1.61 1.52 567 536
SunTrust Bank, Middle Georgia, N.A. 11.7 11.5 1.98 1.98 610 565
SunTrust Bank, Northeast Georgia, N.A. 12.7 12.6 1.99 2.03 670 661
SunTrust Bank, Northwest Georgia, N.A. 5.1 6.4 1.42 1.73 370 372
SunTrust Bank, Savannah, N.A. 11.7 10.9 1.97 1.95 638 596
SunTrust Bank, South Georgia, N.A. 11.1 10.6 1.63 1.66 692 670
SunTrust Bank, Southeast Georgia, N.A. 8.1 7.0 1.53 1.48 580 526
SunTrust Bank, West Georgia, N.A. 7.2 6.2 1.42 1.26 525 502
SUNTRUST BANKS OF TENNESSEE, INC.(1)
SunTrust Bank, Chattanooga, N.A. $ 24.6 $ 25.3 1.63% 1.79% $ 1,598 $ 1,471
SunTrust Bank, East Tennessee, N.A. 21.2 21.2 1.09 1.24 2,004 1,915
SunTrust Bank, Nashville, N.A. 58.0 54.9 1.35 1.42 4,551 4,264
SunTrust Bank, South Central Tennessee,
N.A. 5.2 5.1 1.53 1.52 346 341
SunTrust Bank, Alabama, N.A. 3.8 3.6 1.08 1.04 372 353
CRESTAR FINANCIAL CORPORATION(2) $247.7 $308.6 1.00% 1.42% $27,579 $24,758
- ----------------------------------------------------------------------------------------------
</TABLE>
(1) The net income and ROA above exclude the effect of a nonrecurring
intercompany adjustment in 1998.
(2) Includes after-tax merger-related charges of $90.8 million recorded in 1998.
Significantly all operations are conducted in Crestar Bank, the results of
which are not materially different than presented.
36/SunTrust Banks, Inc.
<PAGE>
Supervision and Regulation
As a bank holding company, the Company is subject to the regulation and
supervision of the Board of Governors of the Federal Reserve System (the
"Federal Reserve"). The Company's subsidiary banks (the "Subsidiary Banks") are
subject to supervision and regulation by applicable state and federal banking
agencies, including the Federal Reserve, the Office of the Comptroller of the
Currency (the "Comptroller") and the Federal Deposit Insurance Corporation (the
"FDIC"). The Subsidiary Banks are also subject to various requirements and
restrictions under federal and state law, including requirements to maintain
reserves against deposits, restrictions on the types and amounts of loans that
may be granted and the interest that may be charged thereon, and limitations on
the types of investments that may be made and the types of services that may be
offered. Various consumer laws and regulations also affect the operations of the
Subsidiary Banks. In addition to the impact of regulation, commercial banks are
affected significantly by the actions of the Federal Reserve as it attempts to
control the money supply and credit availability in order to influence the
economy.
Pursuant to the Riegle-Neal Interstate Banking and Branching Efficiency
Act of 1994, bank holding companies from any state may now acquire banks located
in any other state, subject to certain conditions, including concentration
limits. In addition, a bank may now establish branches across state lines by
merging with a bank in another state (unless applicable state law prohibits such
interstate mergers), provided certain conditions are met.
There are a number of obligations and restrictions imposed on bank
holding companies and their depository institution subsidiaries by federal law
and regulatory policy that are designed to reduce potential loss exposure to the
depositors of such depository institutions and to the FDIC insurance fund in the
event the depository institution becomes in danger of default or is in default.
For example, under a policy of the Federal Reserve with respect to bank holding
company operations, a bank holding company is required to serve as a source of
financial strength to its subsidiary depository institutions and commit
resources to support such institutions in circumstances where it might not do so
absent such policy. In addition, the "cross-guarantee" provisions of federal law
require insured depository institutions under common control to reimburse the
FDIC for any loss suffered or reasonably anticipated as a result of the default
of a commonly controlled insured depository institution or for any assistance
provided by the FDIC to a commonly controlled insured depository institution in
danger of default.
The federal banking agencies have broad powers under current federal law
to take prompt corrective action to resolve problems of insured depository
institutions. The extent of these powers depends upon whether the institutions
in question are "well capitalized," "adequately capitalized,"
"undercapitalized," "significantly undercapitalized" or "critically
undercapitalized" as such terms are defined under regulations issued by each of
the federal banking agencies.
There are various legal and regulatory limits on the extent to which the
Company's Subsidiary Banks may pay dividends or otherwise supply funds to the
Company. In addition, federal and state bank regulatory agencies also have the
authority to prevent a bank or bank holding company from paying a dividend or
engaging in any other activity that, in the opinion of the agency, would
constitute an unsafe or unsound practice.
FDIC regulations require that management report annually on its
responsibility for preparing its institution's financial statements, and
establishing and maintaining an internal control structure and procedures for
financial reporting and compliance with designated laws and regulations
concerning safety and soundness.
SunTrust Banks, Inc./37
<PAGE>
The Company's nonbanking subsidiaries are regulated and supervised by
applicable bank regulatory agencies, as well as by various other regulatory
bodies. For example, SunTrust Equitable Securities Corporation is a
broker-dealer and investment adviser registered with the Securities and Exchange
Commission ("SEC") and a member of the New York Stock Exchange, Inc. and the
National Association of Securities Dealers, Inc. ("NASD"), as well as regulated
by the Federal Reserve. SunTrust Securities, Inc. and Crestar Securities
Corporation are also broker-dealers registered with the SEC and members of the
NASD. Trusco Capital Management, Inc. and Crestar Asset Management Company are
investment advisers registered with the SEC.
There have been a number of legislative and regulatory proposals that
would have an impact on the operation of bank holding companies, and their banks
and nonbank subsidiaries. It is impossible to predict whether or in what form
these proposals may be adopted in the future and, if adopted, what their effect
will be on the Company.
Year 2OOO
The Year 2000 issue is the result of computer programs and components using a
two-digit format, as opposed to four digits, to indicate the year. These
computer systems may be unable to interpret dates beyond the year 1999, which
could cause a system failure or other computer errors, leading to disruptions in
operations. In addition, many software programs and automated systems may fail
to recognize the year 2000 as a leap year. The problem is not limited to
computer systems, or any particular industry or field. Year 2000 issues could
potentially affect any device that has an embedded microchip containing this
flaw.
Prior to their merger, SunTrust and Crestar had each established
programs to deal with the Year 2000 issue and were well along in executing those
programs. Because most SunTrust and Crestar computer systems will not be
integrated until after year-end 1999, SunTrust decided to complete both Year
2000 programs as separate projects. Both programs are based on very detailed
guidance issued by the Federal Financial Institutions Examination Council
(FFIEC), and while the programs have differences in terminology and structure,
the basic processes are very similar. The following discussion applies to both
programs. While separate Project Offices oversee each program, SunTrust has
appointed one group of senior managers to oversee both programs.
SunTrust's Year 2000 Program has four phases: inventory of areas
potentially impacted, assessment to identify problems, remediation to fix those
problems, and testing of remediated systems. The inventory and assessment phases
were completed in 1997 and early 1998 and covered both internal and vendor
applications, as well as hardware, networks, packaged software and
non-information technology systems that contain microprocessors. Examples of the
latter are elevators, bank alarms and vault locks. The remediation and testing
phases are nearing completion.
Remediation includes both correcting internal systems and managing
corrections to vendor-supplied systems and applications. Testing verifies that
the system performs properly after modification ("Compliance Testing") and also
interacts properly with other systems in an operating environment ("Enterprise
Testing"). These latter tests use dedicated equipment which has been
"fast-forwarded" to simulate the date change from 1999 to 2000. All test results
are reviewed and accepted by personnel who regularly use these systems.
Substantially all SunTrust mission-critical applications have completed this
process. Crestar Enterprise Testing was planned for 1999. The Crestar Enterprise
Testing and the completion of the Year 2000 process for other systems are on
target for completion in early 1999. Following Compliance Testing, remediated
systems are put into current production, so remediated systems are currently
operating.
38/SunTrust Banks, Inc.
<PAGE>
SunTrust's operations are also dependent on outside vendors and service
providers, and SunTrust could be materially impacted should they experience Year
2000 problems. SunTrust maintains a dialogue with mission-critical vendors and
suppliers, virtually all of whom reported they were Year 2000 compliant by
December 31, 1998. Those who were not are being monitored closely; contingency
plans, including alternate vendors, have been identified wherever possible.
SunTrust is also supplementing its normal contingency plans to encompass
specific Year 2000 concerns. These contingency plans are designed to provide for
ongoing operations or early business resumption should there be problems such as
a mainframe system or network "crash"; a localized disruption such as might
occur due to a hurricane or tornado; or the loss of services from a
mission-critical vendor. In this respect, they will be very applicable to Year
2000 concerns. In a worst-case scenario for the Year 2000, however, it is
possible that the basic utilities SunTrust depends on (such as electricity,
telephone and water) would not be available for an extended period of time.
Should this unlikely event occur, SunTrust may not be able to provide services
until the utilities are returned.
Management believes that it has taken the reasonable and necessary steps
to minimize the operational, regulatory and legal risks associated with Year
2000. Despite these efforts, SunTrust could still experience Year 2000 problems,
some of which could have a material impact on SunTrust's results of operations
and financial condition. While this is not anticipated, the following discusses
several major risks and SunTrust's efforts to mitigate them.
It is possible that the public's desire to hold cash going into Year
2000 could precipitate unusual withdrawals of deposits. SunTrust is planning in
conjunction with the Federal Reserve to have additional supplies of cash
available and has developed plans for alternative funding sources should a panic
create a temporary liquidity shortage for SunTrust. A significant financial
impact on SunTrust could result from customer Year 2000 difficulties resulting
in customers' inabilities to repay their loans. SunTrust has implemented special
Year 2000 risk assessments for all large borrowers and considers Year 2000 risks
when renewing or making loans. Some observers have predicted irrational panic
selling of investment portfolios late in 1999. Should this occur, asset values
would drop dramatically, and SunTrust's fees based on asset values, primarily
asset management, would drop proportionally.
To make resources available for Year 2000 efforts, certain discretionary
data processing projects have been deferred. These projects will be implemented
as resources again become available. There have been no material negative
financial impacts from these deferrals.
SunTrust estimates that the total pre-tax cost of one-time expenses
associated with Year 2000 will approximate $82 million. These expenses are being
recognized as they are incurred. Through 1998, SunTrust recognized $53.6
million, or 65%, of the total projected expense. Of this amount, $42.2 million
was incurred in 1998. Management does not believe that future Year 2000 expenses
will have a material effect on the results of operations or financial condition
of SunTrust.
As mentioned above, the FFIEC has established extensive guidelines on
Year 2000 matters which apply to all financial institutions. These guidelines
are available to the public on the Internet at www.FFIEC.gov. In addition,
SunTrust is engaged in a regular dialogue with the regulatory agencies and has
received additional guidance from them.
SunTrust Banks, Inc./39
<PAGE>
The previous discussion of Year 2000 issues includes numerous
forward-looking statements reflecting management's current assessment and
estimates with respect to SunTrust's Year 2000 compliance effort and the impact
of Year 2000 issues on SunTrust's business and operations.
These statements are based on information currently available to
management. Various factors could cause actual results to differ materially from
those contemplated by such assessment, estimates and forward-looking statements,
including many factors that are beyond the control of SunTrust. These factors
include, but are not limited to: (a) the success of SunTrust in identifying
systems and programs that are not Year 2000 compliant; (b) the continuing
availability of experienced consultants and information technology personnel;
(c) the nature and amount of programming required to upgrade or replace each of
the affected programs; (d) the ability of third parties to complete their own
Year 2000 remediations on a timely basis; and (e) the ability of SunTrust to
implement contingency plans.
The foregoing statements regarding Year 2000 matters are "Year 2000
readiness disclosures" under the Year 2000 Information and Readiness Disclosure
Act.
A Warning About Forward-Looking Information
This annual report contains forward-looking statements. We may also make written
forward-looking statements in our periodic reports to the Securities and
Exchange Commission, in our proxy statements, in our offering circulars and
prospectuses, in press releases and other written materials and in oral
statements made by our officers, directors or employees to third parties.
Statements that are not historical facts, including statements about our beliefs
and expectations, are forward-looking statements. These statements are based on
beliefs and assumptions of SunTrust's management and on information currently
available to such management. Forward-looking statements include statements
preceded by, followed by or that include the words "believes," "expects,"
"anticipates," "plans," "estimates" or similar expressions. Forward-looking
statements speak only as of the date they are made, and we undertake no
obligation to update publicly any of them in light of new information or future
events.
Forward-looking statements involve inherent risks and uncertainties. We
caution you that a number of important factors could cause actual results to
differ materially from those contained in any forward-looking statement. Such
factors include, but are not limited to, the following: competitive pressures
among depository and other financial institutions may increase significantly;
changes in the interest rate environment may reduce margins; general economic or
business conditions may lead to a deterioration in credit quality or a reduced
demand for credit; legislative or regulatory changes, including changes in
accounting standards, may adversely affect the business in which SunTrust is
engaged; changes may occur in the securities markets; and competitors of
SunTrust may have greater financial resources and develop products that enable
such competitors to compete more successfully than SunTrust.
Management of SunTrust believes these forward-looking statements are
reasonable; however, undue reliance should not be placed on such forward-looking
statements, which are based on current expectations.
Forward-looking statements are not guarantees of performance. They
involve risks, uncertainties and assumptions. The future results and shareholder
values of SunTrust may differ materially from those expressed in the
forward-looking statements contained in this annual report. Many of the factors
that will determine these results and values are beyond SunTrust's ability to
control or predict.
40/SunTrust Banks, Inc.
<PAGE>
Community Reinvestment
"Build your community and you build your bank" has always been the operating
philosophy of SunTrust. In our communities, wherever you find people working
together to build, rebuild or improve their quality of life, SunTrust will be
there. This same tradition of community service and leadership exists at
Crestar.
The SunTrust market area is extremely diverse, ranging from major
metropolitan areas to small rural communities. SunTrust's decentralized
management approach is ideally structured to provide for community reinvestment
in each market it serves. SunTrust's Community Reinvestment programs are locally
designed under an overall corporate structure, and are driven by the SunTrust
philosophy that it will be a force in building its community. This approach
ensures that even as Crestar's operations are integrated into the larger
company's, its traditional commitment to its local communities will continue.
Each SunTrust bank is an integral part of the community it serves. Our
bankers work side-by-side with community groups, non-profit organizations,
governmental agencies and individuals to provide decent, safe, affordable
housing; opportunities for small businesses; and redevelopment of blighted
areas. SunTrust employees can be found hammering nails in Habitat homes, serving
on the boards of Community Development Corporations, teaching small-business
owners the keys to success, walking for charity and anywhere there is an
activity to improve our communities. Our role as a community leader is a
responsibility that every SunTrust bank takes seriously. Each bank has
designated a senior executive to oversee our community activities and ensure
that we are doing our part.
SunTrust provides financial support to community building efforts
through our extensive corporate contributions, investments and lending
activities. In 1998, SunTrust approved 12,538 loans for $975 million to provide
housing in low- to moderate-income areas. We also originated 48,089 loans
totaling $3.6 billion for families classified as low- to moderate-income to
purchase or rehabilitate their homes. Thirty-six thousand (36,000) businesses in
our communities received $4.2 billion in loans from SunTrust. The vast majority
of these loans, or 72%, had an original amount of $100,000 or less. Sixty-two
percent (62%) of 1998 SunTrust business loans were to firms with annual revenues
of $1 million or less. In addition, SunTrust originated over $310 million in
community development loans. Through membership in the Federal Home Loan Bank,
SunTrust has provided funding for affordable housing projects under the FHLB's
Affordable Housing Program and Community Reinvestment Program.
SunTrust supports its communities through a variety of investments and
contributions such as low-income housing tax credits, funding for local and
regional groups engaging in providing affordable housing or promoting small
business development and targeted mortgage-backed securities. Our combined
investment in community development projects and organizations totals over $100
million. By participating in the public finance efforts of state, county and
municipal governments, we have financed activities such as school construction,
public housing and environmental cleanup and protection programs. SunTrust has
participated in more than $3.5 billion public funding bond offerings.
SunTrust Banks, Inc./41
<PAGE>
In 1998, SunTrust's banks were awarded Bank Enterprise Act funds in
excess of $700,000 in recognition of their lending and community development
efforts. Further underscoring our commitment to Community Reinvestment, in 1998,
SunTrust created Community Development Corporations through which our banks may
make equity investments in local community development projects.
SunTrust continues to seek new and innovative ways to build the
communities we serve and to ensure that all qualified applicants receive the
loans they need to improve their quality of life.
Legal Proceedings
The Company and its subsidiaries are parties to numerous claims and lawsuits
arising in the course of their normal business activities, some of which involve
claims for substantial amounts. Although the ultimate outcome of these suits
cannot be ascertained at this time, it is the opinion of management that none of
these matters, when resolved, will have a material effect on the Company's
consolidated results of operations or financial position.
Competition
All aspects of the Company's business are highly competitive. The Company faces
aggressive competition from other domestic and foreign lending institutions and
from numerous other providers of financial services. The ability of nonbanking
financial institutions to provide services previously reserved for commercial
banks has intensified competition. Because nonbanking financial institutions are
not subject to the same regulatory restrictions as banks and bank holding
companies, they can often operate with greater flexibility.
Properties
The Company's headquarters are located in Atlanta, Georgia. As of December 31,
1998, bank subsidiaries of the Company owned 848 of their 1,079 full-service
banking offices, and leased the remaining banking offices. (See Note 6 to the
Consolidated Financial Statements.)
Special shareholders' meeting
A special meeting of the shareholders of the Company was held on December 23,
1998 to approve the merger of Crestar Financial Corporation and the Company as
described in the Joint Proxy Statement/Prospectus dated as of November 13, 1998
which was provided to shareholders. The merger was approved, with 155,447,817
shares voting to approve the merger, 2,148,644 shares voting against the merger,
1,121,610 shares abstaining, and 36,734,835 broker non-votes.
42/SunTrust Banks, Inc.
<PAGE>
Consolidated Financial Statements
Contents
Consolidated Statements of Income 44
Consolidated Balance Sheets 45
Consolidated Statements of Shareholders' Equity 46
Consolidated Statements of Cash Flows 47
Notes to Consolidated Financial Statements 48
Report of Independent Public Accountants 73
1998 Form 10-K 74
Board of Directors and Senior Management 76
Directory of Subsidiaries 78
Shareholder Information 79
Management's Statement of Responsibility
for Financial Information
Financial statements and information in this Annual Report were prepared in
conformity with generally accepted accounting principles. Management is
responsible for the integrity and objectivity of the financial statements and
related information. Accordingly, it maintains an extensive system of internal
controls and accounting policies and procedures to provide reasonable assurance
of the accountability and safeguarding of Company assets, and of the accuracy of
financial information. These procedures include management evaluations of asset
quality and the impact of economic events, organizational arrangements that
provide an appropriate division of responsibility and a program of internal
audits to evaluate independently the adequacy and application of financial and
operating controls and compliance with Company policies and procedures.
The Company's independent public accountants, Arthur Andersen LLP,
express their opinion as to the fairness of the financial statements presented.
Their opinion is based on an audit conducted in accordance with generally
accepted auditing standards as described in the second paragraph of their
report.
The Board of Directors, through its Audit Committee, is responsible for
ensuring that both management and the independent public accountants fulfill
their respective responsibilities with regard to the financial statements. The
Audit Committee, composed entirely of directors who are not officers or
employees of the Company, meets periodically with both management and the
independent public accountants to ensure that each is carrying out its
responsibilities. The independent public accountants have full and free access
to the Audit Committee and meet with it, with and without management present, to
discuss auditing and financial reporting matters.
The Company assessed its internal control system as of December 31,
1998, in relation to criteria for effective internal control over consolidated
financial reporting described in "Internal Control-Integrated Framework" issued
by the Committee of Sponsoring Organizations of the Treadway Commission. Based
on this assessment, the Company believes that, as of December 31, 1998, its
system of internal controls over consolidated financial reporting met those
criteria.
<TABLE>
<CAPTION>
<S> <C> <C>
L. PHILLIP HUMANN JOHN W. SPIEGEL WILLIAM P. O'HALLORAN
Chairman of the Board of Directors, Executive Vice President Senior Vice President
President and Chief Executive Officer and Chief Financial Officer and Controller
</TABLE>
Abbreviations
Within the consolidated financial statements and the notes thereto, the
following references will be used:
SunTrust Banks, Inc.-Company or SunTrust
SunTrust Banks of Florida, Inc.-STI of Florida
SunTrust Banks of Georgia, Inc.-STI of Georgia
SunTrust Banks of Tennessee, Inc.-STI of Tennessee
Crestar Financial Corporation-Crestar
SunTrust Banks, Inc. Parent Company-Parent Company
SunTrust Banks, Inc./43
<PAGE>
Consolidated Statements Of Income
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
(Dollars in thousands except per share data) 1998 1997 1996
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
INTEREST INCOME
Interest and fees on loans $4,735,627 $4,322,521 $3,926,350
Interest and dividends on securities available
for sale
Taxable interest 759,653 728,035 733,667
Tax-exempt interest 35,733 43,381 51,516
Dividends(1) 58,531 50,326 43,530
Interest on funds sold 71,639 80,386 56,470
Interest on deposits in other banks 5,772 2,860 3,248
Other interest 8,945 10,778 3,693
- ----------------------------------------------------------------------------------------------
Total interest income 5,675,900 5,238,287 4,818,474
- ----------------------------------------------------------------------------------------------
INTEREST EXPENSE
Interest on deposits 1,644,229 1,627,417 1,585,707
Interest on funds purchased 634,086 461,724 356,879
Interest on other short-term borrowings 127,800 133,814 81,683
Interest on long-term debt 340,664 230,509 134,530
- ----------------------------------------------------------------------------------------------
Total interest expense 2,746,779 2,453,464 2,158,799
- ----------------------------------------------------------------------------------------------
NET INTEREST INCOME 2,929,121 2,784,823 2,659,675
Provision for loan losses-Note 5 214,602 225,140 171,806
- ----------------------------------------------------------------------------------------------
Net interest income after provision for loan losses 2,714,519 2,559,683 2,487,869
- ----------------------------------------------------------------------------------------------
NONINTEREST INCOME
Other charges and fees 572,597 413,213 335,168
Trust income 460,052 392,966 344,095
Service charges on deposit accounts 401,095 374,122 346,865
Securities gains (losses)-Note 3 8,207 6,851 17,562
Other noninterest income-Note 19 274,222 168,510 118,980
- ----------------------------------------------------------------------------------------------
Total noninterest income 1,716,173 1,355,662 1,162,670
- ----------------------------------------------------------------------------------------------
NONINTEREST EXPENSE
Salaries and other compensation-Note 11 1,433,703 1,195,979 1,122,574
Employee benefits-Note 11 181,781 176,913 169,508
Net occupancy expense 192,198 187,185 203,018
Equipment expense 178,766 167,712 158,610
Marketing and customer development 107,092 95,446 104,593
Postage and delivery 64,413 64,140 63,320
Operating supplies 54,008 49,994 52,899
Merger-related expenses-Note 2 119,419 - -
Other noninterest expense-Note 20 601,006 478,377 510,075
- ----------------------------------------------------------------------------------------------
Total noninterest expense 2,932,386 2,415,746 2,384,597
- ----------------------------------------------------------------------------------------------
Income before provision for income taxes 1,498,306 1,499,599 1,265,942
Provision for income taxes-Note 10 527,289 523,676 406,992
- ----------------------------------------------------------------------------------------------
NET INCOME $ 971,017 $ 975,923 $ 858,950
- ----------------------------------------------------------------------------------------------
Net income per average common share-diluted $ 3.04 $ 3.04 $ 2.59
Net income per average common share-basic 3.08 3.08 2.63
Dividends declared per common share 1.000 0.925 0.825
Average common shares-diluted 319,711 320,932 331,042
Average common shares-basic 314,908 316,436 326,502
1 Includes dividends on 48,266,496 shares
of common stock of The Coca-Cola Company $ 28,960 $ 27,029 $ 24,133
- ----------------------------------------------------------------------------------------------
</TABLE>
See notes to consolidated financial statements.
44/SunTrust Banks, Inc.
<PAGE>
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
AT DECEMBER 31
(Dollars in thousands) 1998 1997
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Cash and due from banks $ 4,289,889 $ 4,173,245
Interest-bearing deposits in other banks 385,945 192,929
Trading account 239,665 180,801
Securities available for sale1-Note 3 17,559,043 16,196,887
Funds sold 1,401,000 2,244,023
Loans-Notes 4, 12 and 13 65,089,201 56,765,164
Allowance for loan losses-Note 5 (944,557) (933,533)
- ----------------------------------------------------------------------------------------------
Net loans 64,144,644 55,831,631
Premises and equipment-Note 6 1,519,711 1,450,280
Intangible assets 797,045 559,533
Customers' acceptance liability 628,235 492,929
Other assets-Note 11 2,204,755 1,518,562
- ----------------------------------------------------------------------------------------------
Total assets $93,169,932 $82,840,820
- ----------------------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY--NOTES 9 AND 11
Noninterest-bearing deposits $14,065,720 $12,482,138
Interest-bearing deposits 44,967,563 42,098,646
- ----------------------------------------------------------------------------------------------
Total deposits 59,033,283 54,580,784
Funds purchased 13,295,833 9,735,985
Other short-term borrowings-Note 7 2,636,986 3,525,529
Long-term debt-Note 8 4,757,869 3,210,358
Guaranteed preferred beneficial interests in debentures-Note 8 1,050,000 800,000
Acceptances outstanding 628,235 492,929
Other liabilities-Notes 10 and 11 3,589,082 3,183,144
- ----------------------------------------------------------------------------------------------
Total liabilities 84,991,288 75,528,729
- ----------------------------------------------------------------------------------------------
Commitments and contingencies-Notes 6, 8, 11, 12 and 15
Preferred stock, no par value; 50,000,000 shares authorized;
none issued - -
Common stock, $1.00 par value 322,485 318,571
Additional paid in capital 1,293,011 1,087,511
Retained earnings 4,575,382 3,967,359
Treasury stock and other (100,441) (109,503)
- ----------------------------------------------------------------------------------------------
Realized shareholders' equity 6,090,437 5,263,938
Accumulated other comprehensive income-Notes 3 and 17 2,088,207 2,048,153
- ----------------------------------------------------------------------------------------------
Total shareholders' equity 8,178,644 7,312,091
- ----------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity $93,169,932 $82,840,820
- ----------------------------------------------------------------------------------------------
Common shares outstanding 321,124,134 316,872,584
Common shares authorized 500,000,000 350,000,000
Treasury shares of common stock 1,360,928 1,698,853
1 Includes net unrealized gains on securities available for sale $ 3,379,725 $ 3,320,943
- ----------------------------------------------------------------------------------------------
</TABLE>
See notes to consolidated financial statements.
SunTrust Banks, Inc./45
<PAGE>
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
Accumulated
Additional Treasury Other
Common Paid in Retained Stock and Comprehensive
(In thousands) Stock Capital Earnings Other(1) Income Total
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, JANUARY 1, 1996 $349,549 $ 958,587 $4,477,228 $(871,953) $1,171,776 $6,085,187
Net income - - 858,950 - - 858,950
Cash dividends declared,
$0.825 per share - - (316,894) - - (316,894)
Exercise of stock options 731 461 - 19,198 - 20,390
Acquisition and retirement
of stock (19,672) (6,962) (967,937) 598,341 - (396,230)
Performance stock activity - 973 - (973) - -
Amortization of compensation
element of restricted stock - - - 10,985 - 10,985
Stock issued for acquisitions - - - 5,636 - 5,636
Issuance of stock for employee
benefit plans 475 28,507 - 7,848 - 36,830
Change in accumulated other
comprehensive income - - - - 408,717 408,717
- ------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1996 331,083 981,566 4,051,347 (230,918) 1,580,493 6,713,571
Net income - - 975,923 - - 975,923
Cash dividends declared,
$0.925 per share - - (292,001) - - (292,001)
Exercise of stock options 1,125 4,970 - 25,343 - 31,438
Acquisition and retirement of
stock (15,880) (8,052) (767,910) 81,693 - (710,149)
Performance stock activity - 3,344 - (3,344) - -
Amortization of compensation
element of restricted stock - - - 9,196 - 9,196
Stock issued for acquisitions 1,186 61,446 - - - 62,632
Issuance of stock for employee
benefit plans 1,057 44,237 - 8,527 - 53,821
Change in accumulated other
comprehensive income - - - - 467,660 467,660
- ------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1997 318,571 1,087,511 3,967,359 (109,503) 2,048,153 7,312,091
- ------------------------------------------------------------------------------------------------
Net income - - 971,017 - - 971,017
Cash dividends declared,
$1.00 per share - - (352,454) - - (352,454)
Exercise of stock options 810 1,366 - 25,166 - 27,342
Acquisition and retirement
of stock (190) - (10,540) (294,878) - (305,608)
Performance stock activity 90 8,378 - (8,468) - -
Amortization of compensation
element of restricted stock - - - 12,771 - 12,771
Stock issued for acquisitions 1,619 108,607 - 93,846 - 204,072
Issuance of stock for employee
benefit plans 1,005 58,742 - 17,912 - 77,659
Stock issued in private placement 580 28,407 - 162,713 - 191,700
Change in accumulated other
comprehensive income - - - - 40,054 40,054
- ------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1998 $322,485 $1,293,011 $4,575,382 $(100,441) $2,088,207 $8,178,644
- ------------------------------------------------------------------------------------------------
Comprehensive income for the
years ended-Note 17
December 31, 1996 $1,267,667
December 31, 1997 1,443,583
- ------------------------------------------------------------------------------------------------
December 31, 1998 $1,011,071
</TABLE>
(1) Balance at December 31, 1998 includes $28,680 for treasury stock and $71,761
for compensation element of restricted stock.
See notes to consolidated financial statements.
46/SunTrust Banks, Inc.
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
(In thousands) 1998 1997 1996
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 971,017 $ 975,923 $ 858,950
Adjustments to reconcile net income to net cash
(used in) provided by operating activities
Depreciation, amortization and accretion 282,599 240,393 206,629
Provisions for loan losses and foreclosed property 215,225 228,850 179,980
Deferred income tax provision 39,115 20,913 13,219
Amortization of compensation element of restricted
stock 12,771 9,196 10,985
Securities gains (8,207) (6,851) (17,562)
Net gain on sale of noninterest earning assets (8,823) (97,507) (30,083)
Net increase in loans held for sale (2,259,825) (490,467) (64,230)
Net (increase) decrease in accrued interest
receivable, prepaid expenses and other assets (897,527) (346,060) 2,469
Net increase in interest payable, accrued expenses
and other liabilities 706,691 561,978 135,123
Other, net 45,735 12,019 (51,710)
- ----------------------------------------------------------------------------------------------
Net cash (used in) provided by operating activities (901,229) 1,108,387 1,243,770
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities of securities available
for sale 4,484,087 2,180,519 4,469,061
Proceeds from sales of securities available for sale 4,343,241 4,374,680 5,108,078
Purchases of securities available for sale (10,572,056) (5,567,108) (10,321,812)
Net increase in loans (6,328,474) (6,057,147) (4,335,027)
Capital expenditures (259,032) (410,465) (210,922)
Proceeds from sale of noninterest-earning assets 136,875 89,672 37,163
Net funds received in acquisitions 14,857 111,026 137,641
Loan recoveries 70,684 84,560 83,366
Other, net (4,611) (159,578) (134,335)
- ----------------------------------------------------------------------------------------------
Net cash used in investing activities (8,114,429) (5,353,841) (5,166,787)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits 4,452,499 1,559,782 2,861,421
Net increase in funds purchased and other
short-term borrowings 2,671,305 2,127,711 1,832,255
Proceeds from issuance of long-term debt 2,205,211 1,812,708 871,382
Repayment of long-term debt (407,700) (272,645) (173,697)
Proceeds from the exercise of stock options 27,342 31,438 20,390
Proceeds from stock issuance 191,700 - -
Proceeds used in acquisition and retirement of stock (305,608) (710,149) (396,230)
Dividends paid (352,454) (326,343) (282,552)
Other, net - (164) (2,086)
- ----------------------------------------------------------------------------------------------
Net cash provided by financing activities 8,482,295 4,222,338 4,730,883
- ----------------------------------------------------------------------------------------------
Net (decrease) increase in cash and cash equivalents (533,363) (23,116) 807,866
Cash and cash equivalents at beginning of year 6,610,197 6,633,313 5,825,447
- ----------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year $ 6,076,834 $6,610,197 $ 6,633,313
- ----------------------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURE
Interest paid $ 2,770,872 $2,376,050 $ 2,171,279
Income taxes paid 482,621 455,019 408,718
- ----------------------------------------------------------------------------------------------
</TABLE>
See notes to consolidated financial statements.
SunTrust Banks, Inc./47
<PAGE>
Notes to Consolidated Financial Statements
Note 1--Accounting Policies
GENERAL
The consolidated financial statements include the accounts of the Company and
its subsidiaries. All significant intercompany accounts and transactions have
been eliminated. Results of operations of companies purchased are included from
the dates of acquisition. Assets and liabilities of purchased companies are
stated at estimated fair values at the date of acquisition. All historical
financial information for the Company has been restated to include Crestar
historical information for all periods presented.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could vary from these estimates; however, in
the opinion of management, such variances would not be material.
SECURITIES
Securities in the investment portfolio are classified as securities available
for sale and are carried at market value with unrealized gains and losses, net
of any tax effect, included in accumulated other comprehensive income and added
to or deducted from realized shareholders' equity to determine total
shareholders' equity.
Trading account securities are carried at market value with the gains
and losses, determined using the specific identification method, recognized
currently in the statement of income. Included in noninterest income are
realized and unrealized gains and losses resulting from such market value
adjustments of trading account securities and from recording the results of
sales.
Securities formerly classified by Crestar as securities held to maturity
have been redesignated as securities available for sale. The net unrealized gain
has been recorded as a current year adjustment to comprehensive income as the
impact on prior years was not significant.
LOANS
Interest income on all classifications of loans is accrued based upon the
outstanding principal amounts except those classified as nonaccrual loans.
Interest accrual is discontinued when it appears that future collection of
principal or interest according to the contractual terms may be doubtful.
Interest income on nonaccrual loans is recognized on a cash basis if there is no
doubt of future collection of principal. Loans classified as nonaccrual, except
for smaller balance homogenous loans, which include consumer, residential and
credit card loans, meet the criteria to be considered impaired loans. The
Company considers a loan to be nonaccrual with the occurrence of one of the
following events: (i) interest or principal has been in default 90 days or more,
unless the loan is well secured and in the process of collection; (ii)
collection of recorded interest or principal is not anticipated; or (iii) income
for the loan is recognized on a cash basis due to the deterioration in the
financial condition of the debtor. However, other consumer and residential real
estate loans are normally placed on nonaccrual when payments have been in
default for 90 days or more.
SunTrust measures the impairment of a loan based on the present value of
expected future cash flows discounted at the loan's effective interest rate. The
exception to this policy is real estate loans, whose impairment is based on the
estimated fair value of the collateral. If the present value of the expected
future cash flows (or the fair value of the collateral) is less than the
recorded investments in the loans which include principal, accrued interest, net
deferred loan fees or costs, and unamortized premium or discount, SunTrust will
include this deficiency in evaluating the overall adequacy of the allowance for
loan losses. 48/SunTrust Banks, Inc. <PAGE>
Fees and incremental direct costs associated with the loan origination
and pricing process are deferred and amortized as level yield adjustments over
the respective loan terms. Fees received for providing loan commitments and
letters of credit facilities that result in loans are deferred and then
recognized over the term of the loan as an adjustment of the yield. Fees on
commitments and letters of credit that are not expected to be funded are
amortized into noninterest income by the straight-line method over the
commitment period. Loans available for sale are carried at the lower of cost or
fair market value.
ALLOWANCE FOR LOAN LOSSES
The Company's allowance for loan losses is that amount considered adequate to
absorb inherent losses in the portfolio based on management's evaluations of the
size and current risk characteristics of the loan portfolio. Such evaluations
consider the balance of problem loans and prior loan loss experience as well as
the impact of current economic conditions and other risk factors. Specific
allowances for loan losses are allocated for impaired loans based on a
comparison of the recorded carrying value in the loan to either the present
value of the loan's expected cash flow, the loan's estimated market price or the
estimated fair value of the underlying collateral. Prior loss experience is
based on a statistical loss migration analysis that examines loss experience and
the related internal gradings of loans charged off. The general economic
conditions and other risk elements are determined primarily by management at the
individual subsidiary banks and is based on knowledge of specific economic
factors in their markets that might affect the collectibility of loans.
LONG-LIVED ASSETS
Premises and equipment are stated at cost less accumulated depreciation and
amortization. Depreciation has been calculated primarily using the straight-line
method over the assets' estimated useful lives. Certain leases are capitalized
as assets for financial reporting purposes. Such capitalized assets are
amortized, using the straight-line method, over the terms of the leases.
Maintenance and repairs are charged to expense and betterments are capitalized.
Intangible assets consist primarily of goodwill and mortgage servicing
rights. Goodwill associated with purchased companies is being amortized on the
straight-line method over various periods ranging from 15 to 40 years. The
Company recognizes as assets the rights to service mortgage loans for others
whether the servicing rights are acquired through purchase or loan origination.
Purchased mortgage servicing rights are capitalized at cost. For loans
originated and sold where the servicing rights have been retained, the Company
allocates the cost of the loan and the servicing rights based on their relative
fair market values. Mortgage servicing rights are amortized over the estimated
period of the related net servicing revenues.
Long-lived assets are evaluated regularly for other-than-temporary
impairment. If circumstances suggest that their value may be impaired and the
write-down would be material, an assessment of recoverability is performed prior
to any write-down of the asset. Impairment on intangibles is evaluated at each
balance sheet date or whenever events or changes in circumstances indicate that
the carrying amount should be assessed. Impairment for mortgage servicing rights
is determined based on the fair value of the rights stratified on the basis of
interest rate and type of related loan. Impairment, if any, is recognized
through a valuation allowance with a corresponding charge recorded in the income
statement.
INCOME TAXES
Deferred income tax assets and liabilities result from temporary differences
between the tax bases of assets and liabilities and their reported amounts in
the financial statements that will result in taxable or deductible amounts in
future years.
EARNINGS PER SHARE
Basic earnings per share are based on the weighted average number of common
shares outstanding during each period, excluding outstanding shares that are
contingently returnable shares. Diluted earnings per share are based on the
weighted average number of common shares outstanding during each period, plus
common shares calculated for stock options and performance restricted stock
outstanding using the treasury stock method.
SunTrust Banks, Inc./49
<PAGE>
Note 1--Continued
CASH FLOWS
For purposes of reporting cash flows, cash and cash equivalents include cash and
due from banks, interest-bearing deposits in other banks and funds sold (only
those items with an original maturity of three months or less).
DERIVATIVE FINANCIAL INSTRUMENTS
Derivatives are used to hedge interest rate exposures by modifying the interest
rate characteristics of related balance sheet instruments. The specific criteria
required for derivatives used as hedges are described below. Derivatives that do
not meet these criteria are carried at market value with changes in value
recognized currently in earnings.
Derivatives used as hedges must be effective at reducing the risk
associated with the exposure being hedged and must be designated as a hedge at
the inception of the derivative contract. Derivatives used for hedging purposes
may include swaps, forwards, futures and options. The interest component
associated with derivatives used as hedges or to modify the interest rate
characteristics of assets and liabilities is recognized over the life of the
contract in net interest income. If a contract is cancelled prior to its
termination date, the cumulative change in the market value of such derivatives
is recorded as an adjustment to the carrying value of the underlying asset or
liability and recognized in net interest income over the expected remaining life
of the related asset or liability. In instances where the underlying instrument
is sold, the fair value of the associated derivative is recognized immediately
in the component of earnings relating to the underlying instrument.
RECENT ACCOUNTING DEVELOPMENTS
During the first quarter of 1998, the American Institute of Certified Public
Accountants issued Statement of Position ("SOP") 98-1, "Accounting for Costs of
Computer Software Developed or Obtained for Internal Use." SOP 98-1 requires
capitalization of computer software costs that meet certain criteria. The
statement is effective for fiscal years beginning after December 15, 1998. The
Company adopted SOP 98-1 effective January 1, 1999. SOP 98-1 is not expected to
have a material impact on the Company's financial position or results of
operations.
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities." This statement establishes
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts and for hedging activities.
It requires that an entity recognize all derivatives as either assets or
liabilities in the balance sheet and measure those instruments at fair value.
This statement could increase volatility in earnings and other comprehensive
income. This statement is effective for all fiscal quarters of fiscal years
beginning after June 15, 1999. The Company will adopt SFAS No. 133 effective
January 1, 2000; it is not expected to have a material impact on the Company's
financial position or results of operations.
In October 1998, the FASB issued SFAS No. 134, "Accounting for
Mortgage-Backed Securities Retained after the Securitization of Mortgage Loans
Held for Sale by a Mortgage Banking Enterprise." This statement is effective for
the first fiscal quarter beginning after December 15, 1998. Adoption of
Statement No. 134 will have no impact on the Company's financial position or
results of operations.
Note 2--Acquisitions
On December 31, 1998, the Company merged with Crestar Financial Corporation
(Crestar). Each outstanding share of Crestar common stock was exchanged for 0.96
shares of SunTrust common stock, resulting in the issuance of approximately
108,696,877 shares of SunTrust common stock. The business combination was
accounted for using the pooling-of-interests method of accounting. Accordingly,
all historical financial information of the Company for all periods presented
has been restated to include Crestar's historical financial information. Certain
conforming adjustments and reclassifications have been made to Crestar's
historical financial information to conform to SunTrust's accounting and
financial reporting policies. These adjustments, which relate primarily to the
accounting policies with respect to loan origination costs, did not have a
material impact on the combined financial statements. 50/SunTrust Banks, Inc.
<PAGE>
During 1998, the Company recorded $161.9 million in pre-tax
merger-related charges. These charges include: costs of the transaction,
severance and termination-related accruals, write-off of certain tangible assets
with no ongoing benefit to the Company, and adjustments recorded by Crestar in
the fourth quarter in connection with evaluating accounting estimates for
litigation, probable loan losses, income tax matters and the liabilities related
to certain deferred compensation plans. These estimates and the related charges
are based on evaluation of objective evidence of probable obligations incurred
by the Company as of the merger consummation date or specifically identified
assets. The following table shows the merger-related charges and the remaining
liability at December 31, 1998. Transaction costs consist of investment banking
and other professional service fees incurred by SunTrust and Crestar in
connection with the merger. These fees were paid in January 1999. The severance
and termination accruals are based on the Company's pre-existing severance
policies and other contractual termination provisions. These accruals include
amounts to be paid to employees when the Company no longer employs them. Prior
to December 31, 1998, management had approved and committed the Company to a
plan that involved the involuntary termination of certain employees. The benefit
arrangements associated with this plan were communicated to all employees in
December 1998. The plan specifically identified the number of employees to be
terminated and their job classifications. The termination of these employees is
scheduled to be completed throughout 1999 and 2000. Further, as a result of the
merger, certain other employees exercised their contractual rights under
existing employment arrangements to resign from the Company. Management's merger
plan also included the limited use of "stay bonuses" for certain employees who
agreed to continue to work for the Company through a designated date. Such
bonuses are accrued over the employees' periods of continued service.
In connection with the merger, a review was made of Crestar's estimates
and assumptions used in valuing and recording certain obligations and accruals.
Revisions to estimates included reducing the discount rate applied to certain
long-term deferred compensation arrangements to a discount rate historically
applied by SunTrust in evaluating similar obligations. Further, a reassessment
of general allowance factors, including increasing consumer delinquencies and
charge-offs, resulted in Crestar increasing its allowance for loan losses by
approximately $20 million. Probable loss exposure from outstanding legal claims
resulted in additional legal accruals of $7.5 million. Management also evaluated
Crestar's exposure related to certain income tax matters and recorded an
additional provision of $9.2 million. In addition, tax provisions on certain
severance payments exceeding statutory limitations totaled $13.3 million.
<TABLE>
<CAPTION>
Utilized Remaining Balance
(In thousands) Pre-tax in 1998 December 31, 1998
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C>
MERGER-RELATED CHARGES
Transaction costs $ 40,300 $ 6,858 $33,442
Severance and termination accruals 38,900 - 38,900
Adjustment to deferred compensation liabilities 11,319 11,319 -
Litigation loss reserve 7,500 7,500 -
Write-off of unrealizable assets 17,400 17,400 -
Miscellaneous integration costs 4,000 1,296 2,704
- ----------------------------------------------------------------------------------------
Merger-related expenses 119,419 44,373 75,046
Provision for loan losses 20,000 20,000 -
Provision for taxes 22,500 22,500 -
- ----------------------------------------------------------------------------------------
Total merger-related charges $161,919 $86,873 $75,046
- ----------------------------------------------------------------------------------------
</TABLE>
SunTrust Banks, Inc./51
<PAGE>
Note 2--continued
The historical results of operations for SunTrust and Crestar (prior to
the merger), adjustments related to conforming accounting policies and the
consolidated results of operations for the Company after giving effect to the
merger are as follows:
<TABLE>
<CAPTION>
Historical
- ----------------------------------------------------------- Conforming of
(Dollars in thousands except Accounting
per share data) SunTrust Crestar Policies SunTrust
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Year ended December 31, 1998
Net interest income $2,001,989 $ 920,508 $ 6,624 $2,929,121
Net interest income and noninterest
income 3,156,307 1,482,363 6,624 4,645,294
Noninterest expense 1,942,473 978,113 11,800 2,932,386
Net income 723,299 251,082 (3,364) 971,017
Net income per average common
share-diluted - - - 3.04
Net income per average common
share-basic - - - 3.08
- ----------------------------------------------------------------------------------------------
Year ended December 31, 1997
Net interest income 1,894,366 886,347 4,110 2,784,823
Net interest income and noninterest
income 2,801,941 1,334,434 4,110 4,140,485
Noninterest expense 1,658,932 750,954 5,860 2,415,746
Net income 667,253 309,808 (1,138) 975,923
Net income per average common
share-diluted 3.13 2.77 - 3.04
Net income per average common
share-basic 3.17 2.80 - 3.08
Year ended December 31, 1996
Net interest income 1,784,210 871,575 3,890 2,659,675
Net interest income and noninterest
income 2,576,687 1,241,768 3,890 3,822,345
Noninterest expense 1,557,571 822,619 4,407 2,384,597
Net income 641,015 218,271 (336) 858,950
Net income per average common
share-diluted 2.87 1.95 - 2.59
Net income per average common
share-basic 2.91 1.97 - 2.63
- ----------------------------------------------------------------------------------------------
</TABLE>
On December 31, 1996 Crestar merged with Citizens Bancorp (Citizens), a
bank holding company based in Laurel, Maryland, in a transaction accounted for
as a pooling-of-interests business combination. Accordingly, historical
financial data for periods before the merger were restated to include the
combined results of both Crestar and Citizens. Approximately 25.3 million shares
of Crestar common stock, or 24.3 million shares of equivalent SunTrust common
stock using a conversion factor of 0.96, were issued to the former shareholders
of Citizens. Citizens had total assets of approximately $4.1 billion on the date
of acquisition.
During the three-year period ended December 31, 1998, the Company has
consummated the following acquisitions that were accounted for as purchases and
individually did not have a material effect on the consolidated financial
statements.
<TABLE>
<CAPTION>
Date Entity Consideration Assets Acquired
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
10/98 Citizens Bancorporation, Inc. $39.2 million in cash and 603,919 shares of Company stock $183 million
(Marianna, Florida)
1/98 Equitable Securities Corporation 2.3 million shares of Company stock $ 48 million
(Nashville, Tennessee)
11/97 American National Bancorp, Inc. $14 million in cash and 1.236 million shares of Crestar $500 million
(Baltimore, Maryland) common stock, or 1.187 million shares of equivalent SunTrust
common stock
2/96 Ponte Vedra Banking Corporation $7.7 million in cash and 170,148 shares of Company stock $ 88 million
(Ponte Vedra, Florida)
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
52/SunTrust Banks, Inc.
<PAGE>
Note 3--Securities Available For Sale
Securities available for sale at December 31 were as follows:
<TABLE>
<CAPTION>
1998
Amortized Fair Unrealized Unrealized
(In thousands) Cost Value Gains Losses
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
U.S. Treasury and other U.S.
government agencies and corporations $ 2,208,723 $ 2,243,823 $ 35,343 $ 243
States and political subdivisions 599,149 617,940 19,633 842
Mortgage-backed and asset-backed
securities 9,860,392 9,895,095 57,466 22,763
Trust preferred securities 867,239 918,132 50,893 -
Common stock of The Coca-Cola Company 110 3,233,855 3,233,745 -
Other securities 643,705 650,198 18,075 11,582
- ----------------------------------------------------------------------------------------------
Total securities available for sale $14,179,318 $17,559,043 $3,415,155 $35,430
- ----------------------------------------------------------------------------------------------
1997
Amortized Fair Unrealized Unrealized
(In thousands) Cost Value Gains Losses
- ----------------------------------------------------------------------------------------------
U.S. Treasury and other U.S.
government agencies and corporations $ 3,289,254 $ 3,310,794 $ 26,700 $ 5,160
States and political subdivisions 668,951 689,835 21,161 277
Mortgage-backed and asset-backed
securities 6,997,888 7,019,693 53,646 31,841
Trust preferred securities 662,993 674,346 17,397 6,044
Common stock of The Coca-Cola Company 110 3,218,772 3,218,662 -
Other securities 1,256,748 1,283,447 27,968 1,269
- ----------------------------------------------------------------------------------------------
Total securities available for sale $12,875,944 $16,196,887 $3,365,534 $44,591
- ----------------------------------------------------------------------------------------------
</TABLE>
The amortized cost and fair value of investments in debt securities at
December 31, 1998 by contractual maturities are shown below. Expected maturities
will differ from contractual maturities because borrowers may have the right to
call or prepay obligations with or without call or prepayment penalties.
Amortized Fair
(In thousands) Cost Value
- -----------------------------------------------------------------------
Due in one year or less $ 1,223,771 $ 1,234,388
Due in one year through five years 1,397,231 1,433,938
Due after five years through ten years 174,202 179,876
After ten years 879,907 931,693
Mortgage-backed securities 9,860,392 9,895,095
- -----------------------------------------------------------------------
Total $13,535,503 $13,674,990
- -----------------------------------------------------------------------
Proceeds from the sale of investments in debt securities were $4.3, $4.4
and $5.1 billion in 1998, 1997 and 1996. Gross realized gains were $7.9, $10.1
and $12.9 million and gross realized losses on such sales were $1.2, $6.8 and
$12.5 million in 1998, 1997 and 1996.
Securities available for sale that were pledged to secure public
deposits, trust and other funds had fair values of $12.2 and $8.3 billion at
December 31, 1998 and 1997.
SunTrust Banks, Inc./53
<PAGE>
Note 4--Loans
The composition of the Company's loan portfolio at December 31 is shown in the
following table.
(In thousands) 1998 1997
- -------------------------------------------------------------
Commercial $24,589,592 $19,043,676
Real estate
Construction 2,084,982 1,809,778
Residential mortgages 20,429,518 18,586,041
Other 8,254,330 7,457,569
Credit card 1,563,464 2,195,616
Other consumer loans 8,167,315 7,672,484
- -------------------------------------------------------------
Total loans $65,089,201 $56,765,164
- -------------------------------------------------------------
Included in residential mortgages are loans available for sale in the
amount of $3.5 billion and $1.3 billion for 1998 and 1997, respectively. Total
nonaccrual and restructured loans at December 31, 1998 and 1997 were $207.2 and
$188.7 million, respectively. The gross amounts of interest income that would
have been recorded in 1998, 1997 and 1996 on nonaccrual and restructured loans
at December 31 of each year, if all such loans had been accruing interest at
their contractual rates, were $22.8, $22.7 and $29.1 million, while interest
income actually recognized totaled $8.2, $9.3 and $9.6 million, respectively.
In the normal course of business, the Company's banking subsidiaries
have made loans at prevailing interest rates and terms to directors and
executive officers of the Company and its subsidiaries, and to their affiliates.
The aggregate dollar amount of these loans, as defined, was $1,608.7 million at
December 31, 1998 and $1,542.4 million at December 31, 1997. During 1998,
$2,282.3 million of such loans were made and repayments totaled $2,216.0
million. None of these loans has been restructured, nor were any related party
loans charged off during 1998 and 1997.
Note 5--Allowance For Loan Losses
Activity in the allowance for loan losses is summarized in the table below.
<TABLE>
<CAPTION>
(In thousands) 1998 1997 1996
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Balance at beginning of year $933,533 $896,972 $915,755
Transfer of allowance for credit card loans sold (13,000) - -
Allowance from acquisitions 3,000 2,163 300
Provision 214,602 225,140 171,806
Loan charge-offs (264,262) (275,302) (274,255)
Loan recoveries 70,684 84,560 83,366
- ------------------------------------------------------------------------------------------
Balance at end of year $944,557 $933,533 $896,972
- ------------------------------------------------------------------------------------------
</TABLE>
It is the opinion of management that the allowance was adequate at
December 31, 1998, based on conditions reasonably known to management; however,
the allowance may be increased or decreased in the future based on loan balances
outstanding, changes in internally generated credit quality ratings of the loan
portfolio, changes in general economic conditions or other risk factors.
54/SunTrust Banks, Inc.
<PAGE>
Note 6--Premises and Equipment
Premises and equipment at December 31 were as follows:
<TABLE>
<CAPTION>
(In thousands) Useful Life 1998 1997
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Land $ 311,966 $ 305,696
Buildings and improvements 10-40 years 1,119,062 1,031,702
Leasehold improvements 5-20 years 228,385 217,744
Furniture and equipment 3-20 years 909,623 949,287
Construction in progress 146,883 159,708
- ----------------------------------------------------------------------------------------------
2,715,919 2,664,137
Less accumulated depreciation and amortization 1,196,208 1,213,857
- ----------------------------------------------------------------------------------------------
Total Premises and equipment $1,519,711 $1,450,280
- ----------------------------------------------------------------------------------------------
</TABLE>
The carrying amounts of premises and equipment subject to mortgage
indebtedness (included in long-term debt) were not significant at December 31,
1998 and 1997.
Various Company facilities and equipment are also leased under both
capital and noncancelable operating leases with initial remaining terms in
excess of one year. Minimum payments, by year and in aggregate, as of December
31, 1998 were as follows:
Operating Capital
(In thousands) Leases Leases
- ------------------------------------------------------------------------
1999 $ 80,977 $ 4,628
2000 70,784 4,365
2001 63,900 4,353
2002 56,281 3,260
2003 52,589 3,215
Thereafter 154,862 42,692
- ------------------------------------------------------------------------
Total minimum lease payments $479,393 62,513
- ------------------------------------------------------------------------
Amounts representing interest 36,700
- ------------------------------------------------------------------------
Present value of net minimum lease payments $25,813
- ------------------------------------------------------------------------
Net premises and equipment include $17.4 and $19.4 million at December
31, 1998 and 1997, respectively, related to capital leases.
Aggregate rent expense for all operating leases (including contingent
rental expense) amounted to $87.6, $93.8 and $92.5 million for 1998, 1997 and
1996, respectively.
Note 7--Other Short-Term Borrowings Other short-term borrowings at December 31
includes:
<TABLE>
<CAPTION>
1998 1997
- ----------------------------------------------------------------------------------------------
(In thousands) Balance Rates Balance Rates
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Commercial paper $ 734,471 4.93-6.50% $ 765,377 5.57-5.91%
Bank notes - - 450,000 5.80-5.83%
Federal funds purchased maturing in
over one day 53,000 4.34-5.06% 283,000 5.31-5.81%
Federal reserve borrowings-discount
window - - 160,000 5.00%
Short-term borrowing facility 1,219,670 4.91-5.10% 1,081,125 5.65-6.00%
Other 629,845 786,027
- ----------------------------------------------------------------------------------------------
Total Other Short-Term Borrowings $2,636,986 $3,525,529
- ----------------------------------------------------------------------------------------------
</TABLE>
At December 31, 1998, $355.0 million of unused borrowings under
unsecured lines of credit from non-affiliated banks were available to the Parent
Company to support the outstanding commercial paper and provide for general
liquidity needs. The average balances of short-term borrowings for the years
ended December 31, 1998, 1997 and 1996, were $2.4, $2.6 and $1.5 billion,
respectively, while the maximum amounts outstanding at any month-end during the
years ended December 31, 1998, 1997 and 1996, were $3.5, $3.5 and $1.8 billion,
respectively.
SunTrust Banks, Inc./55
<PAGE>
Note 8--Long-Term Debt and Guaranteed Preferred Beneficial Interests in
Debentures Long-term debt at December 31 consisted of the following:
<TABLE>
<CAPTION>
(In thousands) 1998 1997
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
PARENT COMPANY
8.875% notes due 1998 $ - $ 94,500
Floating rate notes due 1999 200,000 200,000
Payment agreement due 2001 22,195 28,753
7.375% notes due 2002 200,000 200,000
Floating rate notes due 2002 250,000 250,000
6.125% notes due 2004 200,000 200,000
7.375% notes due 2006 200,000 200,000
6.250% notes due 2008 300,000 -
6.0% notes due 2026 200,000 200,000
SunTrust Capital I, floating rate due 2027 350,000 350,000
SunTrust Capital II, 7.9% due 2027 250,000 250,000
SunTrust Capital III, floating rate due 2028 250,000 -
6.0% notes due 2028 250,000 -
Capital lease obligations 4,720 5,239
- ----------------------------------------------------------------------------------------------
Total Parent Company (excluding $70,000 intercompany) 2,676,915 1,978,492
SUBSIDIARIES
8.625% notes due 1998 - 49,997
8.25% notes due 2002 125,000 125,000
8.75% notes due 2004 149,771 149,732
7.25% notes due 2006 250,000 250,000
6.90% notes due 2007 100,000 100,000
8.5% notes due 2018 152,489 -
Crestar Capital Trust I, 8.16% due 2026 200,000 200,000
Capital lease obligations 21,093 30,543
FHLB advances (1998: 4.25-8.79%; 1997: 5.80-8.00%) 2,120,842 1,103,438
Other 11,759 23,156
- ----------------------------------------------------------------------------------------------
Total subsidiaries 3,130,954 2,031,866
- ----------------------------------------------------------------------------------------------
Total long-term debt and guaranteed preferred
beneficial interest in debentures $5,807,869 $4,010,358
- ----------------------------------------------------------------------------------------------
</TABLE>
Principal amounts due for the next five years on long-term debt at
December 31, 1998 are: 1999-$232.1 million; 2000-$207.5 million; 2001-$29.9
million; 2002-$1,331.7 million and 2003-$666.9 million.
Restrictive provisions of several long-term debt agreements prevent the
Company from creating liens on, disposing of, or issuing (except to related
parties) voting stock of subsidiaries. Further, there are restrictions on
mergers, consolidations, certain leases, sales or transfers of assets, minimum
shareholders' equity, and maximum borrowings by the Company. As of December 31,
1998, the Company was in compliance with all covenants and provisions of
long-term debt agreements.
In the summary table of long-term debt, $1,050.0 million in 1998 and
$800.0 million in 1997 qualify as Tier 1 capital, and $1,324.3 million in 1998
and $1,327.3 million in 1997 qualify as Tier 2 capital as currently defined by
federal bank regulators.
The Parent Company and Crestar have established special purpose trusts
which have collectively issued $1,050 million in trust preferred securities. The
proceeds from such issuances, together with the proceeds of the related
issuances of common securities of the trusts, were invested in junior
subordinated deferrable interest debentures (debentures) of the Parent Company
and Crestar. The sole assets of these special purpose trusts are the debentures.
These debentures rank junior to the senior and subordinated debt of the issuing
company. The Parent Company and Crestar own all of the common securities of the
special purpose trusts. The preferred securities issued by the trusts rank
senior to the trusts' common securities. The obligations of the Parent Company
and Crestar under the debentures, the indentures, the relevant trust agreements
and the guarantees, in the aggregate, constitute a full and unconditional
guarantee by the Parent Company and Crestar of the obligations of the trusts
under the trust preferred securities and rank subordinate and junior in right of
payment to all liabilities of the Parent Company and Crestar. The trust
preferred securities may be called prior to maturity at the option of the Parent
Company and Crestar. 56/SunTrust Banks, Inc.
<PAGE>
Note 9--Capital
The Company is subject to various regulatory capital requirements which involve
quantitative measures of the Company's assets, liabilities and certain
off-balance sheet items. The Company's capital requirements and classification
are ultimately subject to qualitative judgments by the regulators about
components, risk weightings and other factors. Quantitative measures established
by regulation to ensure capital adequacy require that the Company maintain
amounts and ratios (set forth in the table below) of Tier 1 and total capital to
risk-weighted assets, and of Tier 1 capital to quarterly average total assets.
Management believes, as of December 31, 1998, that the Company meets all capital
adequacy requirements to which it is subject.
A summary of Tier 1 and Total capital (actual, required and to be well
capitalized) and the Tier 1 leverage ratio for the Company and its principal
subsidiaries as of December 31, 1998 and 1997 is as follows:
<TABLE>
<CAPTION>
Required for Capital Required To Be
Actual Adequacy Purposes Well Capitalized
(Dollars in millions) Amount Ratio Amount Ratio Amount Ratio
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
AS OF DECEMBER 31, 1998
Tier 1 capital
SunTrust Banks, Inc. $ 6,587 8.17% $3,223 4.00% $4,835 6.00%
SunTrust Banks of Florida, Inc. 2,347 10.21 919 4.00 1,378 6.00
SunTrust Banks of Georgia, Inc. 1,721 6.99 984 4.00 1,476 6.00
SunTrust Banks of Tennessee, Inc. 672 9.48 283 4.00 425 6.00
Crestar Financial Corporation 2,314 10.10 916 4.00 1,374 6.00
SunTrust Bank, Atlanta 1,310 6.40 818 4.00 1,227 6.00
Crestar Bank 1,725 7.60 908 4.00 1,362 6.00
Total capital
SunTrust Banks, Inc. 10,308 12.79 6,447 8.00 8,059 10.00
SunTrust Banks of Florida, Inc. 2,794 12.16 1,837 8.00 2,297 10.00
SunTrust Banks of Georgia, Inc. 3,441 13.98 1,968 8.00 2,460 10.00
SunTrust Banks of Tennessee, Inc. 775 10.94 567 8.00 708 10.00
Crestar Financial Corporation 2,969 12.96 1,832 8.00 2,290 10.00
SunTrust Bank, Atlanta 2,461 12.03 1,636 8.00 2,045 10.00
Crestar Bank 2,580 11.37 1,815 8.00 2,269 10.00
Tier 1 leverage
SunTrust Banks, Inc. 7.68 2,571 3.00 4,285 5.00
SunTrust Banks of Florida, Inc. 8.04 875 3.00 1,459 5.00
SunTrust Banks of Georgia, Inc. 8.09 637 3.00 1,062 5.00
SunTrust Banks of Tennessee, Inc. 7.89 255 3.00 425 5.00
Crestar Financial Corporation 9.01 770 3.00 1,283 5.00
SunTrust Bank, Atlanta 7.76 506 3.00 843 5.00
Crestar Bank 6.77 764 3.00 1,274 5.00
- ----------------------------------------------------------------------------------------
AS OF DECEMBER 31, 1997
Tier 1 capital
SunTrust Banks, Inc. $ 5,587 8.04% $2,780 4.00% $4,170 6.00%
SunTrust Banks of Florida, Inc. 2,076 10.37 801 4.00 1,201 6.00
SunTrust Banks of Georgia, Inc. 1,666 8.00 832 4.00 1,248 6.00
SunTrust Banks of Tennessee, Inc. 624 10.04 248 4.00 373 6.00
Crestar Financial Corporation 2,068 10.05 823 4.00 1,235 6.00
SunTrust Bank, Atlanta 1,286 7.62 675 4.00 1,012 6.00
Crestar Bank 1,523 7.55 808 4.00 1,211 6.00
Total capital
SunTrust Banks, Inc. 8,608 12.39 5,560 8.00 6,950 10.00
SunTrust Banks of Florida, Inc. 2,428 12.13 1,601 8.00 2,001 10.00
SunTrust Banks of Georgia, Inc. 3,083 14.81 1,664 8.00 2,080 10.00
SunTrust Banks of Tennessee, Inc. 702 11.29 497 8.00 621 10.00
Crestar Financial Corporation 2,574 12.50 1,646 8.00 2,058 10.00
SunTrust Bank, Atlanta 2,178 12.91 1,350 8.00 1,687 10.00
Crestar Bank 2,028 10.04 1,615 8.00 2,019 10.00
Tier 1 leverage
SunTrust Banks, Inc. 7.70 2,269 3.00 3,781 5.00
SunTrust Banks of Florida, Inc. 7.83 795 3.00 1,324 5.00
SunTrust Banks of Georgia, Inc. 8.86 564 3.00 939 5.00
SunTrust Banks of Tennessee, Inc. 8.07 232 3.00 386 5.00
Crestar Financial Corporation 9.20 667 3.00 1,112 5.00
SunTrust Bank, Atlanta 8.75 441 3.00 735 5.00
Crestar Bank 7.00 653 3.00 1,088 5.00
- ----------------------------------------------------------------------------------------
</TABLE>
SunTrust Banks, Inc./57
<PAGE>
Note 9--Continued
In 1996, SunTrust and Crestar each declared a stock dividend of one
share of common stock for each outstanding share of their respective common
stock. All references to common share, per share information and the weighted
average number of common shares reflect the stock dividends and the equivalent
share exchange ratio.
Substantially all the Company's retained earnings are undistributed
earnings of its banking subsidiaries, which are restricted by various
regulations administered by federal and state bank regulatory authorities.
Retained earnings of bank subsidiaries available for payment of cash dividends
to STI of Florida, STI of Georgia, STI of Tennessee and Crestar Financial
Corporation under these regulations totaled approximately $1,023.1 million at
December 31, 1998.
In the calculation of basic and diluted EPS, net income is identical.
Below is a reconciliation for the three years ended December 31, 1998, of the
difference between basic average common shares outstanding and diluted average
common shares outstanding.
(In thousands) 1998 1997 1996
- ------------------------------------------------------------------------
Average common shares-basic 314,908 316,436 326,502
Effect of dilutive securities
Stock options 3,164 2,797 2,765
Performance restricted stock 1,639 1,699 1,775
- ------------------------------------------------------------------------
Average common shares-diluted 319,711 320,932 331,042
- ------------------------------------------------------------------------
Note 1O--Income Taxes
The provision for income taxes for the three years ended December 31, 1998
consisted of the following:
<TABLE>
<CAPTION>
(In thousands) 1998 1997 1996
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Provision for federal income taxes
Current $452,988 $455,638 $353,558
Deferred 33,571 17,839 9,421
- ----------------------------------------------------------------------------------------
Total provision for federal income taxes 486,559 473,477 362,979
- ----------------------------------------------------------------------------------------
Provision for state income taxes
Current 35,186 47,125 40,215
Deferred 5,544 3,074 3,798
- ----------------------------------------------------------------------------------------
Total provision for state income taxes 40,730 50,199 44,013
- ----------------------------------------------------------------------------------------
Provision For Income Taxes $527,289 $523,676 $406,992
- ----------------------------------------------------------------------------------------
</TABLE>
The Company's income, before provision for income taxes, from
international operations was not significant.
The Company's provisions for income taxes for the three years ended
December 31, 1998 differ from the amount computed by applying the statutory
federal income tax rate of 35% to income before income taxes. A reconciliation
of this difference is as follows:
<TABLE>
<CAPTION>
(In thousands) 1998 1997 1996
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C>
Tax provision at federal statutory rate $524,407 $524,860 $443,080
Increase (decrease) resulting from
Allowance for loan loss recapture - - (8,694)
Tax-exempt interest (30,455) (32,238) (34,756)
Disallowed interest deduction 6,911 5,948 4,962
Income tax credits (net) (3,012) (2,709) (2,455)
State income taxes, net of federal benefit 26,475 32,654 28,018
Dividend exclusion (8,707) (8,439) (7,486)
Favorable tax settlement (25,048) (2,845) (27,486)
Goodwill 11,012 9,805 9,740
Non-deductible acquisition expenses 14,140 - -
Non-deductible compensation 8,663 - -
Other 2,903 (3,360) 2,069
- ---------------------------------------------------------------------------------------
Provision for income taxes $527,289 $523,676 $406,992
- ---------------------------------------------------------------------------------------
</TABLE>
58/SunTrust Banks, Inc.
<PAGE>
Temporary differences create deferred tax assets and liabilities that
are detailed below as of December 31, 1998 and 1997:
<TABLE>
<CAPTION>
Deferred Tax Assets (Liabilities)
(In thousands) 1998 1997
- ---------------------------------------------------------------------------------
<S> <C> <C>
Loan loss reserve $ 354,471 $ 349,005
Intangible assets 2,845 1,019
Employee benefits (51,034) (48,333)
Depreciation (7,508) (17,836)
Accretion (8,559) (11,617)
Loans (21,109) (22,223)
Mortgage servicing (44,883) (24,534)
Leasing (145,200) (98,525)
Other real estate 12,107 23,135
Unrealized gains on securities available for sale (1,291,518) (1,272,790)
Other 60,271 49,025
- ---------------------------------------------------------------------------------
Total deferred tax liability $(1,140,117) $(1,073,674)
- ---------------------------------------------------------------------------------
</TABLE>
SunTrust and its subsidiaries file consolidated income tax returns where
permissible. Each subsidiary remits current taxes to or receives current refunds
from the Parent Company based on what would be required had the subsidiary filed
an income tax return as a separate entity. The Company's federal and state
income tax returns are subject to review and examination by government
authorities. Various such examinations are now in progress covering SunTrust's
income tax returns for certain prior years. In the opinion of management, any
adjustments which may result from these examinations will not have a material
effect on the Company's consolidated financial statements.
Note 11--Employee Benefit Plans
SunTrust sponsors various incentive plans for eligible, participating employees.
The 401(k) and performance bonus plans are the profit sharing plans that have
the broadest participation among employees. The qualified 401(k) plan awards
amounts to employees based on pre-tax contributions, which are a percentage of
compensation, and on the Company's earnings performance. The Performance Bonus
Plan is a nonqualified plan which awards amounts to employees based on
compensation and earnings performance. A Management Incentive Plan for key
executives provides for annual cash awards, if any, based on compensation and
earnings performance. The Performance Unit Plan for key executives provides
awards, if any, based on multi-year earnings performance in relation to earnings
goals established by the Compensation Committee (Committee) of the Company's
Board of Directors.
The Company also sponsors an Executive Stock Plan (Stock Plan) under
which the Committee has the authority to grant stock options, restricted stock
and Performance-based Restricted Stock (Performance Stock) to key employees of
the Company. Ten million shares of common stock are reserved for issuance under
the plan of which no more than five million shares may be issued as Performance
Stock. Options granted are at no less than the fair market value of a share of
stock on the grant date and may be either tax-qualified incentive stock options
or nonqualified options. The Company does not record expense as a result of the
grant or exercise of any of the stock options. With respect to Performance
Stock, shares must be granted, awarded and vested before participants take full
title. After Performance Stock is granted by the Committee, specified portions
are awarded based on increases in the average market value of SunTrust common
stock from the initial price specified by the Committee. Awards are distributed
on the earliest of: (i) fifteen years after the date shares are awarded to
participants; (ii) the participant attaining age 64; (iii) the death or
disability of a participant; or (iv) a change in control of the Company as
defined in the Stock Plan. Dividends are paid on awarded and unvested
Performance Stock, and participants may exercise voting privileges on such
shares. The compensation element for Performance Stock (which is deferred and
shown as a reduction of shareholders' equity) is equal to the fair market value
of the shares at the date of award and is amortized to compensation expense over
the period from the award date to age 64 or the 15th anniversary of the award
date, whichever comes first. However, in 1998 the Performance Stock agreements
were amended to provide that approximately 40% of all Performance Stock granted
will become fully vested as of February 10, 2000, provided there is no change in
control, and will no longer be subject to the service and forfeiture conditions.
Crestar had granted 202,824 shares of common stock under the Value Share
Program that were earned upon signing of the merger agreement. This was 194,711
shares of equivalent SunTrust common stock. Crestar recognized compensation
expenses of $13.6 million in connection with this plan in 1998.
SunTrust Banks, Inc./59
<PAGE>
Note 11--Continued
Compensation expense related to the incentive plans for the three years
ended December 31 were as follows:
<TABLE>
<CAPTION>
(In thousands) 1998 1997 1996
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
401(k) Plan and Performance Bonus Plan $49,733 $47,670 $45,531
Management Incentive Plan and Performance Unit Plan 27,541 25,418 23,306
Value Share Program 13,589 1,000 3,000
Performance Stock 12,771 9,196 10,985
- ----------------------------------------------------------------------------------------------
</TABLE>
The following table presents information on stock options and
Performance Stock:
<TABLE>
<CAPTION>
Stock Options Performance Stock
------------------------------------------ ------------------------
Weighted
(Dollars in thousands Price Average Deferred
except per share data) Shares Range Exercise Price Shares Compensation
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BALANCE, JANUARY 1, 1996 8,261,636 $ 8.23-33.19 $15.82 3,278,000 $40,952
Granted 1,261,765 27.08-46.63 36.12 543,200 20,835
Exercised/Vested (2,614,431) 9.38-33.19 10.80 (35,200) -
Cancelled/Expired/Forfeited (13,885) 8.23-33.19 17.14 (64,000) (1,338)
Amortization of compensation
for Performance Stock (10,985)
---------------------------------------------------------------------
BALANCE, DECEMBER 31, 1996 6,895,085 9.50-46.63 21.84 3,722,000 49,464
Granted 1,354,838 35.42-65.25 49.33 300,000 19,172
Exercised/Vested (1,776,427) 9.50-33.19 15.50 (738,000) -
Cancelled/Expired/Forfeited (49,302) 26.04-46.63 39.75 (56,000) (1,400)
Amortization of compensation
for Performance Stock (9,196)
---------------------------------------------------------------------
BALANCE, DECEMBER 31, 1997 6,424,194 10.50-65.25 29.33 3,228,000 58,040
---------------------------------------------------------------------
Granted 1,612,237 55.21-70.81 65.40 383,800 30,495
Exercised/Vested (1,260,385) 10.56-46.63 19.42 (196,800) -
Cancelled/Expired/Forfeited (151,976) 11.19-70.81 33.26 (145,800) (4,003)
Amortization of compensation
for Performance Stock (12,771)
---------------------------------------------------------------------
BALANCE, DECEMBER 31, 1998 6,624,070 $10.50-70.81 $39.90 3,269,200 $71,761
- ----------------------------------------------------------------------------------------------------
</TABLE>
The Company does not recognize compensation cost in accounting for its
stock option plans. If the Company had elected to recognize compensation cost
for options granted in 1998, 1997 and 1996, based on the fair value of the
options granted at the grant date, net income and earnings per share would have
been reduced to the pro forma amounts indicated below:
(In millions except per share data) 1998 1997 1996
- -----------------------------------------------------------------------------
Net income-as reported $971.0 $975.9 $859.0
Net income-pro forma 961.3 970.0 855.4
Diluted earnings per share-as reported 3.04 3.04 2.59
Diluted earnings per share-pro forma 3.01 3.02 2.58
Basic earnings per share-as reported 3.08 3.08 2.63
Basic earnings per share-pro forma 3.05 3.07 2.62
- -----------------------------------------------------------------------------
The weighted average fair values of options granted during 1998, 1997
and 1996 were $18.00, $11.55 and $8.23 per share, respectively. The fair value
of each option grant is estimated on the date of grant using the Black-Scholes
option-pricing model with the following assumptions:
1998 1997 1996
- -----------------------------------------------------------------------------
Expected dividend yield 1.41% 1.53% 1.93%
Expected stock price volatility 11.35% 11.5% 11.5%
Risk-free interest rate 4.75% 6.50% 6.54%
Expected life of options 5 years 5 years 5 years
- -----------------------------------------------------------------------------
60/SunTrust Banks, Inc.
<PAGE>
At December 31, 1998, options for 2,277,806 shares were exercisable with a
weighted average exercise price of $30.58. The weighted average remaining
contractual life of all options at December 31, 1998 was 7.1 years.
SunTrust maintains noncontributory qualified retirement plans (Plans)
covering all employees meeting certain age and service requirements. The Plans
provide benefits based on salary and years of service. The Company funds the
Plans with at least the minimum amount required by federal regulations. The
Plans' assets consist of listed common stocks, U.S. government and agency
securities and units of certain trust funds administered by subsidiary banks of
the Company. No shares of SunTrust common stock are included in the assets of
the Plans. SunTrust also maintains nonqualified Supplemental Retirement Plans
that cover key executives of the Company for which cost is accrued but is
unfunded. Although not under contractual obligation, SunTrust provides certain
health care and life insurance benefits to current and retired employees ("Other
Postretirement Benefits" in the table below). As currently structured,
substantially all employees become eligible for benefits upon full-time
employment and, at the option of SunTrust, may continue them if they reach
retirement age while working for the Company.
Certain benefits are prefunded in taxable and tax-exempt trusts. The
Retiree Health Plan provides medical benefits for retirees and eligible
dependents under indemnity and managed care arrangements with costs shared by
SunTrust and the retiree. For employees who retired on or prior to January 1,
1993, it is anticipated that future cost increases will be shared by SunTrust
and these retirees through increased deductibles, co-insurance and retiree
contributions. For employees who retired after January 1, 1993, SunTrust's cost
sharing will remain fixed at the 1993 level and future cost increases will be
paid solely by these retirees.
The Retiree Life Plan provides a fixed life insurance amount to eligible
current retirees and active employees who reach retirement age while working for
the Company. The cost of this benefit is entirely paid for by the Company.
The Retiree Health and Life benefits are prefunded in a Voluntary
Employees' Beneficiary Association (VEBA). As of December 31, 1998, these Plans'
assets consist of common trust funds, U.S. government securities, corporate
bonds and notes and a cash equivalent cash reserve fund.
In April 1998, the Financial Accounting Standards Board issued Statement
No. 132, "Employers' Disclosures about Pensions and Other Postretirement
Benefits." This statement only modifies the disclosures companies make about
their pension and nonpension benefit plans and does not alter the accounting for
these plans. The FASB's intention in modifying the disclosures for
postretirement benefits is to make the disclosures more uniform and to provide
better information to investors about the economics of these benefit plans
rather than focusing on current period cost. The provisions of the statement are
effective for years beginning after December 15, 1997. Statement No. 132
disclosures have been incorporated in this document.
<TABLE>
<CAPTION>
Supplemental Other
Retirement Benefits Retirement Plans Postretirement Benefits
(In thousands) 1998 1997 1996 1998 1997 1996 1998 1997 1996
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Components of net
periodic benefit
cost
Service cost $39,594 $33,234 $30,772 $ 795 $1,217 $1,121 $ 2,594 $ 2,641 $ 2,215
Interest cost 48,451 42,303 36,442 3,667 2,791 2,299 10,729 10,891 9,747
Expected return
on assets (69,880) (60,277) (51,961) - - - (7,130) (6,723) (6,654)
Prior service cost
amortization (2,562) (3,045) (3,018) 1,429 1,184 1,360 163 520 -
Actuarial (gain)/loss 5,270 3,623 5,023 1,691 1,246 920 835 703 599
Transition amount
amortization (4,940) (4,940) (4,634) 417 417 417 4,603 4,603 4,603
- -----------------------------------------------------------------------------------------------------------
Net periodic
benefit cost $15,933 $10,898 $12,624 $7,999 $6,855 $6,117 $11,794 $12,635 $10,510
- -----------------------------------------------------------------------------------------------------------
</TABLE>
SunTrust Banks, Inc./61
<PAGE>
Note 11--Continued
Assumed health care cost trend rates have a significant effect on the
amounts reported for the health care plans. A one percentage point change in
assumed health care cost trend rates would have the following effects:
<TABLE>
<CAPTION>
(In thousands) 1% Increase 1% Decrease
- ------------------------------------------------------------------------------------
<S> <C> <C>
Effect on total of service and interest cost components $ 484 $ (529)
Effect on postretirement benefit obligation 7,018 (9,454)
- ------------------------------------------------------------------------------------
</TABLE>
The funded statuses of the plans at December 31 were as follows:
<TABLE>
<CAPTION>
Retirement Benefits Other Postretirement Benefits
- ----------------------------------------------------------------------------------------------
(Dollars in thousands) 1998 1997 1998 1997
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CHANGE IN BENEFIT OBLIGATION
Benefit obligation $642,424 $498,493 $154,432 $142,373
Service cost 39,594 33,234 2,594 2,641
Interest cost 48,451 42,303 10,729 10,891
Plan participants' contributions - - 2,834 2,551
Plan amendments - 11,192 - (3,551)
Actuarial loss (gain) 61,514 71,603 (4,102) 12,228
Acquisition - 27,560 - -
Benefits paid (44,559) (41,961) (11,599) (12,701)
- ----------------------------------------------------------------------------------------------
Benefit obligation $747,424 $642,424 $154,888 $154,432
- ----------------------------------------------------------------------------------------------
CHANGE IN PLAN ASSETS
Fair value of plan assets $816,513 $663,555 $111,353 $105,171
Actual return on plan assets 127,884 128,322 10,810 11,752
Company contribution 46,385 42,067 - -
Plan participants' contributions - - 2,834 2,551
Acquisition - 24,530 - -
Benefits paid (44,559) (41,961) (7,307) (8,121)
- ----------------------------------------------------------------------------------------------
Fair value of plan assets $946,223 $816,513 $117,690 $111,353
- ----------------------------------------------------------------------------------------------
FUNDED STATUS OF PLAN $198,799 $174,089 $(37,198) $(43,079)
Unrecognized actuarial loss 26,477 27,997 24,499 33,117
Unrecognized prior service cost 1,473 (1,089) 1,453 1,616
Unrecognized net transition obligation (10,367) (15,306) 64,436 69,039
American National merger - 240 - -
- ----------------------------------------------------------------------------------------------
Net amount recognized $216,382 $185,931 $ 53,190 $ 60,693
- ----------------------------------------------------------------------------------------------
WEIGHTED-AVERAGE ASSUMPTIONS
Discount rate 6.85% 7.25-7.50% 6.85% 7.25-7.50%
Expected return on plan assets 9.50% 9.25% 6.50% 6.50%
Rate of compensation increase 4.00% 4.00-4.75% 4.00% 4.00-4.75%
- ----------------------------------------------------------------------------------------------
</TABLE>
The measurement periods for reporting the above assets and liabilities were
different for SunTrust and Crestar for the 1997 fiscal year. For 1997,
SunTrust's measurement period was the calendar year and Crestar's measurement
period was October 1-September 30. In addition, the weighted-average assumptions
shown for 1997 show the SunTrust assumption first, followed by the Crestar
assumption when different.
SunTrust also has a nonqualified defined benefit plan that covers key
executives of the Company for which the cost is accrued but unfunded. At
December 31, 1998 and 1997, the projected benefit obligation for this plan was
$38.7 million and $46.9 million. Included in other liabilities at December 31,
1998 and 1997 are $30.7 million and $38.8 million representing accumulated
benefit obligations. The expense of the nonqualified plan was $8.0, $6.9 and
$6.1 million in 1998, 1997 and 1996, respectively.
62/SunTrust Banks, Inc.
<PAGE>
Note 12--Off-Balance Sheet Financial Instruments
In the normal course of business, the Company utilizes various financial
instruments to meet the needs of customers and to manage the Company's exposure
to interest rate and other market risks. These financial instruments, which
consist of derivatives contracts and credit-related arrangements, involve, to
varying degrees, elements of credit and market risk in excess of the amount
recorded on the balance sheet in accordance with generally accepted accounting
principles.
Credit risk represents the potential loss that may occur because a party
to a transaction fails to perform according to the terms of the contract. Market
risk is the possibility that a change in interest rates will cause the value of
a financial instrument to decrease or become more costly to settle. The
contract/notional amounts of financial instruments, which are not included in
the consolidated balance sheet, do not necessarily represent credit or market
risk. However, they can be used to measure the extent of involvement in various
types of financial instruments.
The Company controls the credit risk of its off-balance sheet portfolio
by limiting the total amount of arrangements outstanding by individual
counterparty; by monitoring the size and maturity structure of the portfolio; by
obtaining collateral based on management's credit assessment of the
counterparty; and by applying uniform credit standards for all activities with
credit risk. Collateral held varies but may include marketable securities,
accounts receivable, inventory, property, plant and equipment and
income-producing commercial properties. Collateral may cover the entire expected
exposure for transactions or may be called for when credit exposure exceeds
defined thresholds or credit risk. In addition, the Company enters into master
netting agreements which incorporate the right of set-off to provide for the net
settlement of covered contracts with the same counterparty in the event of
default or other termination of the agreement.
<TABLE>
<CAPTION>
AT DECEMBER 31, 1998 AT DECEMBER 31, 1997
Contract or Notional Amount Contract or Notional Amount
- ----------------------------------------------------------------------------------------------
Credit Credit
For Risk For Risk
(In millions) End User Customers Amount End User Customers Amount
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
DERIVATIVES CONTRACTS
Interest rate contracts
Swaps $ 4,764 $13,779 $ 131 $ 5,134 $5,610 $ 115
Futures and forwards 340 1,105 - - 4 -
Options written - 1,841 - - 865 -
Options purchased 4,155 1,925 - 2,410 895 -
- ----------------------------------------------------------------------------------------------
Total interest rate contracts 9,259 18,650 131 7,544 7,374 115
Foreign exchange rate contracts 1,093 - 10 685 - 7
Forwards 3,892 - - 1,460 - -
Commodity and other contracts 20 - 2 15 - 2
- ----------------------------------------------------------------------------------------------
Total derivatives contracts $14,264 $18,650 143 $ 9,704 $7,374 124
- ----------------------------------------------------------------------------------------------
CREDIT-RELATED ARRANGEMENTS
Commitments to extend credit $36,657 36,657 $33,191 33,191
Standby letters of credit and
similar arrangements 5,750 5,750 4,370 4,370
- ----------------------------------------------------------------------------------------------
Total credit-related
arrangements $42,407 42,407 $37,561 37,561
- ----------------------------------------------------------------------------------------------
TOTAL CREDIT RISK AMOUNT $42,550 $37,685
- ----------------------------------------------------------------------------------------------
</TABLE>
DERIVATIVES
The Company enters into various derivatives contracts in managing its own
interest rate risk and in a dealer capacity as a service for customers. Where
contracts have been created for customers, the Company generally enters into
offsetting positions to eliminate its exposure to interest rate risk.
Interest rate swaps are contracts in which a series of interest rate
flows, based on a specific notional amount and a fixed and floating interest
rate, are exchanged over a prescribed period. Interest rate options, which
include caps and floors, are contracts that transfer, modify or reduce interest
rate risk in exchange for the payment of a premium when the contract is issued.
The true measure of credit exposure is the replacement cost of contracts that
have become favorable to the Company, the mark-to-market exposure amount.
SunTrust Banks, Inc./63
<PAGE>
Note 12--Continued
The Company monitors its sensitivity to changes in interest rates and
uses interest rate swap contracts to limit the volatility of net interest
income. At December 31, 1998, deferred gains totaled $3.7 million; as of
December 31, 1997, there were no deferred gains or losses.
Futures and forwards are contracts for the delayed delivery of
securities or money market instruments in which the seller agrees to deliver on
a specified future date, a specified instrument, at a specified price or yield.
The credit risk inherent in futures is the risk that the exchange party may
default. Futures contracts settle in cash daily; therefore, there is minimal
credit risk to the Company. The credit risk inherent in forwards arises from the
potential inability of counterparties to meet the terms of their contracts. Both
futures and forwards are also subject to the risk of movements in interest rates
or the value of the underlying securities or instruments.
The Company also enters into transactions involving "when-issued
securities." When-issued securities are commitments to purchase or sell
securities authorized for issuance but not yet actually issued. Accordingly,
they are not recorded on the balance sheet until issued. Risks arise from the
possible inability of counterparties to meet the terms of their contracts and
from movements in securities values and interest rates.
CREDIT-RELATED ARRANGEMENTS
In meeting the financing needs of its customers, the Company issues commitments
to extend credit, standby and other letters of credit and guarantees. The
Company also provides securities lending services. For these instruments, the
contractual amount of the financial instrument represents the maximum potential
credit risk if the counterparty does not perform according to the terms of the
contract. A large majority of these contracts expire without being drawn upon.
As a result, total contractual amounts do not represent actual future credit
exposure or liquidity requirements.
Commitments to extend credit are agreements to lend to a customer who
has complied with predetermined contractual conditions. Commitments generally
have fixed expiration dates.
Standby letters of credit and guarantees are conditional commitments
issued by the Company generally to guarantee the performance of a customer to a
third party in borrowing arrangements, such as commercial paper, bond financing
and similar transactions. The credit risk involved in issuing standby letters of
credit is essentially the same as that involved in extending loan facilities to
customers and may be reduced by selling participations to third parties. The
Company holds collateral to support those standby letters of credit and
guarantees for which collateral is deemed necessary.
The Company services mortgage loans other than those included in the
accompanying consolidated financial statements and, in some cases, accepts a
recourse liability on the serviced loans. The Company's exposure to credit loss
in the event of nonperformance by the other party to these recourse loans is
approximately $2.1 billion. In addition to the value of the property serving as
collateral, approximately $1.3 billion of the balance of these loans serviced
with recourse as of December 31, 1998 is insured by governmental agencies and
private mortgage insurance firms.
Note 13--Concentrations of Credit Risk
Credit risk represents the maximum accounting loss that would be recognized at
the reporting date if counterparties failed completely to perform as contracted
and any collateral or security proved to be of no value. Concentrations of
credit risk or types of collateral (whether on or off-balance sheet) arising
from financial instruments exist in relation to certain groups of customers. A
group concentration arises when a number of counterparties have similar economic
characteristics that would cause their ability to meet contractual obligations
to be similarly affected by changes in economic or other conditions. The Company
does not have a significant concentration to any individual customer or
counterparty except for the U.S. government and its agencies. The major
concentrations of credit risk for the Company arise by collateral type in
relation to loans and credit commitments. The only significant concentration
that exists is in loans secured by residential real estate. At December 31,
1998, the Company had $20.4 billion in loans and an additional $2.3 billion in
commitments to extend credit for loans secured by residential real estate. A
geographic concentration arises because the Company operates primarily in the
Southeastern and Mid-Atlantic regions of the United States.
64/SunTrust Banks, Inc.
<PAGE>
Note 14--Fair Values of Financial Instruments
The following table presents the carrying amounts and fair values of the
Company's financial instruments at December 31, 1998 and 1997:
<TABLE>
<CAPTION>
1998 1997
Carrying Fair Carrying Fair
(In thousands) Amount Value Amount Value
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Financial assets
Cash and short-term investments $ 6,076,834 $ 6,076,834 $ 6,610,197 $ 6,610,197
Trading account 239,665 239,665 180,801 180,801
Securities available for sale 17,559,043 17,559,043 16,196,887 16,196,887
Loans 64,144,644 65,197,040 55,831,631 57,390,498
Financial liabilities
Deposits 59,033,283 59,059,204 54,580,784 54,478,571
Short-term borrowings 15,932,819 15,932,819 13,261,514 13,261,514
Long-term debt 5,807,869 5,949,991 4,010,358 4,099,055
Off-balance sheet financial instruments
Interest rate swaps
In a net receivable position 125,687 53,169
In a net payable position (34,972) (16,907)
Commitments to extend credit 32,018 10,159
Standby letters of credit 2,052 1,885
Other 32,232 158
- ----------------------------------------------------------------------------------------------
</TABLE>
The following methods and assumptions were used by the Company in
estimating the fair value of financial instruments:
o Short-term financial instruments are valued at their carrying amounts
reported in the balance sheet, which are reasonable estimates of fair
value due to the relatively short period to maturity of the
instruments. This approach applies to cash and short-term investments,
short-term borrowings and certain other liabilities.
o Securities available for sale and trading account assets are valued at
quoted market prices where available. If quoted market prices are not
available, fair values are based on quoted market prices of comparable
instruments except in the case of certain options and swaps where
pricing models are used.
o Loans are valued on the basis of estimated future receipts of
principal and interest, discounted at rates currently being offered
for loans with similar terms and credit quality. Loan prepayments are
assumed to occur at the same rate as in previous periods when interest
rates were at levels similar to current levels. The fair values for
certain mortgage loans and credit card loans are based on quoted
market prices of similar loans sold in conjunction with securitization
transactions, adjusted for differences in loan characteristics. The
carrying amount of accrued interest approximates its fair value.
o Deposit liabilities with no defined maturity such as demand deposits,
NOW/money market accounts and savings accounts have a fair value equal
to the amount payable on demand at the reporting date, i.e., their
carrying amounts. Fair values for certificates of deposit are
estimated using a discounted cash flow calculation that applies
current interest rates to a schedule of aggregated expected
maturities. The intangible value of long-term relationships with
depositors is not taken into account in estimating fair values.
o Fair values for long-term debt are based on quoted market prices for
similar instruments or estimated using discounted cash flow analysis
and the Company's current incremental borrowing rates for similar
types of instruments.
o Fair values for off-balance-sheet instruments (futures, swaps,
forwards, options, guarantees and lending commitments) are based on
quoted market prices, current settlement values, pricing models or
other formulas.
SunTrust Banks, Inc./65
<PAGE>
Note 15--Contingencies
The Company and its subsidiaries are parties to numerous claims and lawsuits
arising in the course of their normal business activities, some of which involve
claims for substantial amounts. Although the ultimate outcome of these suits
cannot be ascertained at this time, it is the opinion of management that none of
these matters, when resolved, will have a material effect on the Company's
consolidated results of operations or financial position.
Note 16--Segment Reporting
SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information," requires disclosure of certain information related to the
Company's reportable operating segments. The reportable segments were determined
based on management's internal reporting approach, which is aligned along
geographic regions. The reportable segments are comprised of each of the state
bank holding companies of Florida, Georgia and Tennessee, and Crestar (which
includes Virginia, Maryland and the District of Columbia). Each bank holding
company provides a wide array of banking services to consumer and commercial
customers and earns interest income from loans made to customers and investments
in securities available for sale. Each bank holding company also recognizes
certain fees related to trust, deposit, lending and other services provided to
customers. The All Other segment consists primarily of the Company's credit card
bank and nonbank subsidiaries. Most of the revenue earned by the nonbank
subsidiaries is classified in noninterest income and consists primarily of
mortgage banking fees and retail, corporate and institutional investment income.
No transactions with a single customer contributed 10% or more to the Company's
total revenue. The accounting policies for each segment are the same as those
used by the Company. The segment results include certain overhead allocations
and intercompany transactions that were recorded at estimated market prices. All
intercompany transactions have been eliminated to determine the consolidated
balances. The results for the four reportable segments and all other segments of
SunTrust are included in the following table.
<TABLE>
<CAPTION>
1998
(In thousands) Florida Georgia Tennessee Crestar All Other Eliminations Consolidated
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Total interest income $ 1,934,603 $ 1,354,555 $ 578,697 $ 1,753,383 $ 459,870 $ (405,208) $ 5,675,900
Total interest expense 906,971 645,863 285,941 826,251 486,961 (405,208) 2,746,779
- -----------------------------------------------------------------------------------------------------------------------------
Net interest income 1,027,632 708,692 292,756 927,132 (27,091) - 2,929,121
Provision for loan losses 41,897 24,790 8,056 83,087 56,772 - 214,602
- -----------------------------------------------------------------------------------------------------------------------------
Net interest income
after provision 985,735 683,902 284,700 844,045 (83,863) - 2,714,519
- ------------------------------------------------------------------------------------------------------------------------------
Total noninterest income 509,479 368,556 142,685 561,855 985,279 (851,681) 1,716,173
Total noninterest expense 852,145 575,996 251,120 989,913 1,114,893 (851,681) 2,932,386
- -----------------------------------------------------------------------------------------------------------------------------
Income before taxes 643,069 476,462 176,265 415,987 (213,477) - 1,498,306
Provision for income taxes 235,477 161,009 63,538 168,269 (101,004) - 527,289
- -----------------------------------------------------------------------------------------------------------------------------
Net income $ 407,592 $ 315,453 $ 112,727 $ 247,718 $ (112,473) $ - $ 971,017
- -----------------------------------------------------------------------------------------------------------------------------
OTHER SIGNIFICANT
ITEMS
Total assets $30,327,182 $25,634,005 $8,643,992 $ 27,578,792 $18,506,756 $(17,520,795) $93,169,932
Investment in subsidiaries 2,502,024 3,850,050 696,753 2,333,684 370,735 (9,753,246) -
Depreciation, amortization
and accretion (net) 71,138 37,587 17,649 103,841 52,384 - 282,599
Total expenditures for
long-lived assets 58,182 30,351 10,461 48,080 111,958 - 259,032
Revenues from
external customers
Total interest income $ 1,809,149 $ 1,286,787 $ 564,689 $ 1,753,383 $ 261,892 $ - $ 5,675,900
Total noninterest income 423,797 299,476 112,457 561,855 318,588 - 1,716,173
- -----------------------------------------------------------------------------------------------------------------------------
Total income $ 2,232,946 $ 1,586,263 $ 677,146 $ 2,315,238 $ 580,480 $ - $ 7,392,073
- -----------------------------------------------------------------------------------------------------------------------------
Revenues from affiliates
Total interest income $ 125,454 $ 67,768 $ 14,008 $ - $ 197,978 $ (405,208)
Total noninterest income 85,682 69,080 30,228 - 666,691 (851,681)
- -----------------------------------------------------------------------------------------------------------------------------
Total income $ 211,136 $ 136,848 $ 44,236 $ - $ 864,669 $(1,256,889)
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
66/SunTrust Banks, Inc.
<PAGE>
<TABLE>
<CAPTION>
1997
(In thousands) Florida Georgia Tennessee Crestar All Other Eliminations Consolidated
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Total interest income $ 1,817,791 $ 1,264,988 $ 552,449 $ 1,587,548 $ 327,965 $ (312,454) $ 5,238,287
Total interest expense 826,897 613,879 267,532 697,091 360,519 (312,454) 2,453,464
- -----------------------------------------------------------------------------------------------------------------------------
Net interest income 990,894 651,109 284,917 890,457 (32,554) - 2,784,823
Provision for loan losses 32,423 20,332 6,076 108,097 58,212 - 225,140
- -----------------------------------------------------------------------------------------------------------------------------
Net interest income
after provision 958,471 630,777 278,841 782,360 (90,766) - 2,559,683
Total noninterest income 430,694 315,100 123,388 448,087 672,850 (634,457) 1,355,662
Total noninterest expense 800,239 523,561 232,732 756,815 736,856 (634,457) 2,415,746
- -----------------------------------------------------------------------------------------------------------------------------
Income before taxes 588,926 422,316 169,497 473,632 (154,772) - 1,499,599
Provision for income taxes 217,410 140,861 59,394 164,962 (58,951) - 523,676
- -----------------------------------------------------------------------------------------------------------------------------
Net income $ 371,516 $ 281,455 $ 110,103 $ 308,670 $ (95,821) $ - $ 975,923
- -----------------------------------------------------------------------------------------------------------------------------
OTHER SIGNIFICANT
ITEMS
Total assets $27,386,872 $22,718,262 $8,142,207 $24,758,084 $14,821,541 $(14,986,146) $82,840,820
Investment in subsidiaries 2,218,653 3,776,832 650,713 2,051,709 215,165 (8,913,072) -
Depreciation, amortization
and accretion (net) 60,476 26,351 13,193 84,389 55,984 - 240,393
Total expenditures for
long-lived assets 47,086 39,025 13,441 98,695 212,218 - 410,465
Revenues from external
customers
Total interest income $ 1,720,242 $ 1,183,532 $ 540,570$ 1,587,548 $ 206,395 $ - $ 5,238,287
Total noninterest income 379,297 265,032 105,509 448,087 157,737 - 1,355,662
- -----------------------------------------------------------------------------------------------------------------------------
Total income $ 2,099,539 $ 1,448,564 $ 646,079 $ 2,035,635 $ 364,132 $ - $ 6,593,949
- -----------------------------------------------------------------------------------------------------------------------------
Revenues from affiliates
Total interest income $ 97,549 $ 81,456 $ 11,879 $ - $ 121,570 $ (312,454)
Total noninterest income 51,397 50,068 17,879 - 515,113 (634,457)
- -----------------------------------------------------------------------------------------------------------------------------
Total income $ 148,946 $ 131,524 $ 29,758 $ - $ 636,683 $ (946,911)
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
SunTrust Banks, Inc./67
<PAGE>
Note 16--Continued
<TABLE>
<CAPTION>
1996
(In thousands) Florida Georgia Tennessee Crestar All Other Eliminations Consolidated
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Total interest income $ 1,625,457 $ 1,078,283 $ 499,979 $ 1,572,432 $ 183,442 $ (141,119) $ 4,818,474
Total interest expense 695,498 486,815 234,275 696,967 186,363 (141,119) 2,158,799
- -----------------------------------------------------------------------------------------------------------------------------
Net interest income 929,959 591,468 265,704 875,465 (2,921) - 2,659,675
Provision for loan losses 30,326 26,691 8,876 95,890 10,023 - 171,806
- -----------------------------------------------------------------------------------------------------------------------------
Net interest income
after provision 899,633 564,777 256,828 779,575 (12,944) - 2,487,869
- ------------------------------------------------------------------------------------------------------------------------------
Total noninterest income 380,112 270,265 108,466 370,193 535,418 (501,784) 1,162,670
Total noninterest expense 740,162 453,627 213,626 827,026 651,940 (501,784) 2,384,597
- -----------------------------------------------------------------------------------------------------------------------------
Income before taxes 539,583 381,415 151,668 322,742 (129,466) - 1,265,942
Provision for income taxes 198,378 127,616 51,560 104,807 (75,369) - 406,992
- -----------------------------------------------------------------------------------------------------------------------------
Net income $ 341,205 $ 253,799 $ 100,108 $ 217,935 $ (54,097) $ - $ 858,950
- -----------------------------------------------------------------------------------------------------------------------------
OTHER SIGNIFICANT
ITEMS
Total assets $ 24,783,203 $20,067,928 $7,489,128 $22,695,932 $11,745,772 $(11,517,782) $75,264,181
Investment in subsidiaries 2,085,628 3,075,787 598,930 1,772,592 94,733 (7,627,670) -
Depreciation, amortization
and accretion (net) 57,475 20,084 11,716 77,158 40,196 - 206,629
Total expenditures for
long-lived assets 47,396 37,968 13,258 72,861 39,439 - 210,922
Revenues from external
customers
Total interest income $ 1,562,850 $ 1,036,486 $ 489,253 $ 1,572,432 $ 157,453 $ - $ 4,818,474
Total noninterest income 348,994 234,352 97,837 370,193 111,294 - 1,162,670
- -----------------------------------------------------------------------------------------------------------------------------
Total income $ 1,911,844 $ 1,270,838 $ 587,090 $ 1,942,625 $ 268,747 $ - $ 5,981,144
- -----------------------------------------------------------------------------------------------------------------------------
Revenues from affiliates
Total interest income $ 62,607 $ 41,797 $ 10,726 $ - $ 25,989 $ (141,119)
Total noninterest income 31,118 35,913 10,629 - 424,124 (501,784)
- ------------------------------------------------------------------------------------------------------------------------------
Total income $ 93,725 $ 77,710 $ 21,355 $ - $ 450,113 $ (642,903)
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
68/SunTrust Banks, Inc.
<PAGE>
Note 17--Comprehensive Income
Under Statement of Financial Accounting Standards No. 130, "Reporting
Comprehensive Income," certain transactions and other economic events that
bypass the income statement must be displayed as other comprehensive income. The
Company's comprehensive income consists of net income and unrealized gains and
losses on securities available for sale, net of income taxes.
Comprehensive income for the years ended December 31, 1998, 1997 and
1996 is calculated as follows:
<TABLE>
<CAPTION>
Before Net of
(In thousands) Income Tax Income Tax Income Tax
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Unrealized gains and losses (net) recognized in other
comprehensive income
1998 $ 58,782 $ 18,728 $ 40,054
- ----------------------------------------------------------------------------------------------
1997 759,680 292,020 467,660
1996 669,497 260,780 408,717
- ----------------------------------------------------------------------------------------------
(In thousands) 1998 1997 1996
- ----------------------------------------------------------------------------------------------
Amounts reported in net income
Gain on sale of securities $ 8,207 $ 6,851 $ 17,562
Net amortization (accretion) 3,524 (225) 1,916
- ----------------------------------------------------------------------------------------------
Reclassification adjustment 11,731 6,626 19,478
Income tax expense (4,563) (2,578) (7,577)
- ----------------------------------------------------------------------------------------------
Reclassification adjustment, net of tax $ 7,168 $ 4,048 $ 11,901
- ----------------------------------------------------------------------------------------------
Amounts reported in other comprehensive income
Unrealized gain arising during period, net of tax $ 47,222 $ 471,708 $420,618
Reclassification adjustment, net of tax (7,168) (4,048) (11,901)
- ----------------------------------------------------------------------------------------------
Net unrealized gains recognized in other
comprehensive income 40,054 467,660 408,717
Net income 971,017 975,923 858,950
- ----------------------------------------------------------------------------------------------
Total comprehensive income $1,011,071 $1,443,583 $1,267,667
- ----------------------------------------------------------------------------------------------
</TABLE>
Note 18--Restatement of Certain Prior
Years' Financial Statements
In connection with the review by the Staff of the Securities and Exchange
Commission of documents related to SunTrust's acquisition of Crestar Financial
Corporation and the Staff's comments thereon, SunTrust lowered its provision for
loan losses in 1996, 1995 and 1994 by $40 million, $35 million and $25 million,
respectively. The effect of this action was to increase net income in these
years by $24.4 million, $21.4 million and $15.3 million, respectively. As of
December 31, 1997, the Allowance for Loan Losses was decreased by a total of
$100 million and shareholders' equity was increased by a total of $61.1 million.
Note 19--Other Noninterest Income
Other noninterest income in the consolidated statements of income includes:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
(In millions) 1998 1997 1996
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
Mortgage servicing rights income $122.8 $ 42.2 $ 30.7
Trading account profits and commissions 44.6 22.7 18.2
Other income 106.8 103.6 70.1
- -----------------------------------------------------------------------------
Total noninterest income $274.2 $168.5 $119.0
- -----------------------------------------------------------------------------
</TABLE>
SunTrust Banks, Inc./69
<PAGE>
Note 2O--Other Noninterest Expense
Other noninterest expense in the consolidated statements of income includes:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
(In millions) 1998 1997 1996
- ----------------------------------------------------------------------------
<S> <C> <C> <C>
Outside processing and software $138.4 $112.7 $103.8
Amortization of intangible assets 105.4 65.0 54.0
Credit and collection services 70.4 59.5 54.1
Communications 62.1 52.7 50.7
Consulting and legal 67.5 51.7 55.0
FDIC premiums 8.4 8.5 59.3
Other real estate expense (9.8) (8.6) 8.2
Other expense 158.6 136.9 125.0
- ----------------------------------------------------------------------------
Total noninterest expense $601.0 $478.4 $510.1
- ----------------------------------------------------------------------------
</TABLE>
Note 21--SunTrust Banks, Inc. (Parent Company Only) Financial Information
STATEMENTS OF INCOME-PARENT ONLY
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
(In thousands) 1998 1997 1996
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C>
OPERATING INCOME
From subsidiaries
Dividends-substantially all from
banking subsidiaries $616,263 $527,015 $563,473
Service fees 83,523 80,044 74,812
Interest on loans 52,219 25,007 17,950
Other income 4 4 102
Other operating income(1) 83,045 36,036 61,945
- ---------------------------------------------------------------------------------------
Total operating income 835,054 668,106 718,282
- ---------------------------------------------------------------------------------------
OPERATING EXPENSE
Interest on short-term borrowings 51,308 42,184 21,827
Interest on long-term debt(2) 161,842 112,121 69,010
Salaries and employee benefits 45,354 38,951 48,236
Amortization of intangible assets 7,644 7,650 7,660
Service fees to subsidiaries 104,806 35,152 17,804
Other operating expense(3) 77,291 40,952 102,176
- ---------------------------------------------------------------------------------------
Total operating expense 448,245 277,010 266,713
- ---------------------------------------------------------------------------------------
Income before income taxes and equity in
undistributed income of subsidiaries 386,809 391,096 451,569
Income tax benefit 104,916 48,595 68,349
- ---------------------------------------------------------------------------------------
Income before equity in undistributed income
of subsidiaries 491,725 439,691 519,918
Equity in undistributed income of subsidiaries 479,292 536,232 339,032
- ---------------------------------------------------------------------------------------
NET INCOME $971,017 $975,923 $858,950
- ---------------------------------------------------------------------------------------
</TABLE>
(1) Other operating income includes $56.6 million and $25.8 million in 1998 and
1997 for interest income on trust preferred securities. For 1996, other
operating income includes a $16.2 million securities gain on the sale of a
long-held minority position in a Florida bank.
(2) Interest on long-term debt includes $72.9 million, $42.7 million and $16.3
million in 1998, 1997 and 1996 for interest expense from trust preferred
securities.
(3) Other operating expense for 1998 includes merger-related expenses of $29.4
million. Included in 1997 and 1996 are expenses incurred on behalf of
certain banking subsidiaries in connection with the Company's growth
initiatives.
70/SunTrust Banks, Inc.
<PAGE>
BALANCE SHEETS-PARENT ONLY
<TABLE>
<CAPTION>
DECEMBER 31
(Dollars in thousands) 1998 1997
- ---------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Cash in subsidiary banks $ 42,744 $ 11,739
Interest-bearing deposits in banks 3,813 2,497
Funds sold 243,336 47,415
Securities available for sale 930,001 705,104
Loans to subsidiaries 1,077,078 617,030
Investment in capital stock of subsidiaries
stated on the basis of the Company's equity
in subsidiaries' capital accounts
Banking subsidiaries 9,329,803 8,663,690
Nonbanking and holding company subsidiaries 357,439 189,513
Premises and equipment 18,254 20,371
Intangible assets 91,018 107,161
Other assets-Note 11 392,457 427,049
- ---------------------------------------------------------------------------------
Total assets $12,485,943 $10,791,569
- ---------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY--NOTES 9 AND 11
Short-term borrowings from
Subsidiaries $ 1,900 $ 1,050
Non-affiliated companies-Note 7 847,596 892,527
Long-term debt-Note 8 2,746,915 2,048,492
Other liabilities-Notes 10 and 11 710,888 537,409
- ---------------------------------------------------------------------------------
Total liabilities 4,307,299 3,479,478
- ---------------------------------------------------------------------------------
Preferred stock, no par value; 50,000,000 shares
authorized; none issued - -
Common stock, $1.00 par value 322,485 318,571
Additional paid in capital 1,293,011 1,087,511
Retained earnings 4,575,382 3,967,359
Treasury stock and other (100,441) (109,503)
- ---------------------------------------------------------------------------------
Realized shareholders' equity 6,090,437 5,263,938
Accumulated other comprehensive income 2,088,207 2,048,153
- ---------------------------------------------------------------------------------
Total shareholders' equity 8,178,644 7,312,091
- ---------------------------------------------------------------------------------
Total liabilities and shareholders' equity $12,485,943 $10,791,569
- ---------------------------------------------------------------------------------
Common shares outstanding 321,124,134 316,872,584
Common shares authorized 500,000,000 350,000,000
Treasury shares of common stock 1,360,928 1,698,853
- ---------------------------------------------------------------------------------
</TABLE>
SunTrust Banks, Inc./71
<PAGE>
Note 21--continued
STATEMENTS OF CASH FLOWS-PARENT ONLY
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
(In thousands) 1998 1997 1996
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $971,017 $ 975,923 $858,950
Adjustments to reconcile net income to net
cash provided by operating activities
Equity in undistributed income of subsidiaries (479,292) (536,232) (339,032)
Depreciation and amortization 13,064 12,511 11,610
Securities gains (640) (3,503) (17,145)
Deferred income tax provision (benefit) 10,609 (5,562) (25,872)
Changes in period-end balances of
Prepaid expenses (44,384) (45,049) (32,211)
Other assets (11,052) 143,219 (222,108)
Taxes payable 8,481 44,803 (30,774)
Interest payable 5,266 4,828 5,838
Other accrued expenses 257,644 267,694 51,034
- ----------------------------------------------------------------------------------------------
Net cash provided by operating activities 730,713 858,632 260,290
- ----------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sales and maturities of securities
available for sale 143,764 9,305 23,494
Purchase of securities available for sale (347,212) (667,830) (219)
Net change in loans to subsidiaries (460,048) (219,312) 14,873
Net funds received in acquisitions - - 5,636
Capital expenditures (8,407) (1,347) (8,231)
Capital contributions to subsidiaries (63,784) (212,103) (96,822)
Other, net 17,894 109 4,143
- ----------------------------------------------------------------------------------------------
Net cash used in investing activities (717,793) (1,091,178) (57,126)
- ----------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in short-term borrowings (44,081) 393,156 98,211
Proceeds from issuance of long-term debt 800,000 920,000 407,500
Repayment of long-term debt (101,577) (24,802) (81,549)
Proceeds from the exercise of stock options 27,342 31,438 20,390
Proceeds from stock issuance 191,700 - -
Proceeds used in acquisition and retirement of stock (305,608) (710,149) (396,230)
Dividends paid (352,454) (326,343) (282,552)
- ----------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities 215,322 283,300 (234,230)
- ----------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents 228,242 50,754 (31,066)
Cash and cash equivalents at beginning of year 61,651 10,897 41,963
- ----------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year $289,893 $ 61,651 $ 10,897
- ----------------------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURE
Income taxes received from subsidiaries $382,847 $ 394,908 $336,898
Income taxes paid by Parent Company (290,648) (298,520) (290,450)
- ----------------------------------------------------------------------------------------------
Net income taxes received by Parent Company $ 92,199 $ 96,388 $ 46,448
- ----------------------------------------------------------------------------------------------
Interest paid $207,912 $ 106,311 $ 84,310
- ----------------------------------------------------------------------------------------------
</TABLE>
72/SunTrust Banks, Inc.
<PAGE>
Report of Independent Public Accountants
To SunTrust Banks, Inc.
We have audited the accompanying consolidated balance sheets of SunTrust Banks,
Inc. (a Georgia corporation) and subsidiaries as of December 31, 1998 and 1997
and the related consolidated statements of income, shareholders' equity and cash
flow for each of the three years in the period ended December 31, 1998. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of SunTrust
Banks, Inc. and subsidiaries as of December 31, 1998 and 1997, and the results
of their operations and their cash flow for each of the three years in the
period ended December 31, 1998, in conformity with generally accepted accounting
principles.
/s/ ARTHUR ANDERSEN LLP
Atlanta, Georgia
February 25, 1999
SunTrust Banks, Inc./73
<PAGE>
Exhibits, Financial Statement Schedules,
and Reports on Form 8-K
Financial Statements Filed. See "Index to Consolidated Financial Statements" on
page 43 of this Annual Report and Form 10-K.
All financial statement schedules are omitted because the data is either
not applicable or is discussed in the financial statements or related footnotes.
The company filed a Form 8-K dated November 13,1998 reporting Crestar Financial
Corporation's historical consolidated financial records and certain pro forma
combined financial statements.
The Company's principal banking subsidiaries are owned by SunTrust Banks
of Florida, Inc., a Florida corporation, SunTrust Banks of Georgia, Inc., a
Georgia corporation, SunTrust Banks of Tennessee, Inc., a Tennessee corporation
and Crestar Financial Corporation, a Virginia corporation. A directory of the
Company's principal banking subsidiaries is on page 78 of this Annual Report and
Form 10-K. The Company's Articles of Incorporation, By-laws, certain instruments
defining the rights of securities holders, including designations of the terms
of outstanding indentures, constituent instruments relating to various employee
benefit plans and certain other documents are filed as Exhibits to this Report
or incorporated by reference herein pursuant to the Securities Exchange Act of
1934. Shareholders may obtain the list of such Exhibits and copies of such
documents upon request to: Corporate Secretary, SunTrust Banks, Inc., Mail Code
643, P.O. Box 4418, Atlanta, Georgia 30302. A copying fee will be charged for
the Exhibits.
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf on February 9, 1999 by the undersigned, thereunto duly authorized.
SUNTRUST BANKS, INC. L. PHILLIP HUMANN
(Registrant) Chairman of the Board of Directors,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed on February 9, 1999 by the following persons on behalf of the
Registrant and in the capacities indicated.
L. PHILLIP HUMANN WILLIAM P. O'HALLORAN
Chairman of the Board of Directors, Senior Vice President and
President and Chief Executive Officer Controller
JOHN W. SPIEGEL
Executive Vice President and
Chief Financial Officer
All Directors of the registrant listed on page 76.
SunTrust Banks, Inc./75
<PAGE>
Board of Directors
<TABLE>
<CAPTION>
<S> <C> <C>
L. PHILLIP HUMANN A.W. DAHLBERG JOSEPH L. LANIER, JR.
Chairman of the Board, President Chairman of the Board, President Chairman of the Board
and Chief Executive Officer and Chief Executive Officer, and Chief Executive Officer,
The Southern Company, Dan River, Inc.,
RICHARD G. TILGHMAN Atlanta, Georgia Danville, Virginia
Vice Chairman
DAVID H. HUGHES FRANK E. MCCARTHY
- ----------------- Chairman of the Board President, National
and Chief Executive Officer, Automobile Dealers Association,
J. HYATT BROWN Hughes Supply, Inc., McLean, Virginia
Chairman of the Board, President Orlando, Florida
and Chief Executive Officer, G. GILMER MINOR, III
Poe & Brown, Inc., M. DOUGLAS IVESTER Chairman of the Board, President
Daytona Beach, Florida Chairman of the Board and Chief Executive Officer,
and Chief Executive Officer, Owens & Minor, Inc.,
ALSTON D. CORRELL The Coca-Cola Company, Richmond, Virginia
Chairman of the Board, President Atlanta, Georgia
and Chief Executive Officer, LARRY L. PRINCE
Georgia-Pacific Corporation, SUMMERFIELD K. JOHNSTON, JR. Chairman of the Board
Atlanta, Georgia Chairman of the Board, and Chief Executive Officer,
Coca-Cola Enterprises Inc., Genuine Parts Company,
Atlanta, Georgia Atlanta, Georgia
</TABLE>
SCOTT L. PROBASCO, JR.
Chairman of the
Executive Committee,
SunTrust Bank, Chattanooga, N.A.,
Chattanooga, Tennessee
R. RANDALL ROLLINS
Chairman of the Board
and Chief Executive Officer,
Rollins, Inc.,
Atlanta, Georgia
FRANK S. ROYAL, M.D.
President,
Frank S. Royal, M.D., P.C.,
Richmond, Virginia
JAMES B. WILLIAMS
Chairman of the
Executive Committee,
SunTrust Banks, Inc.,
Atlanta, Georgia
Senior Management
<TABLE>
<CAPTION>
<S> <C> <C>
L. PHILLIP HUMANN SAMUEL O. FRANKLIN III JOHN W. SPIEGEL
Chairman, President and Executive Vice President, Executive Vice President
Chief Executive Officer SunTrust Banks of Tennessee and Chief Financial Officer
RICHARD G. TILGHMAN THEODORE J. HOEPNER
Vice Chairman and Executive Vice President,
Executive Vice President, SunTrust Banks of Florida E. JENNER WOOD, III
Crestar Bank Executive Vice President,
ROBERT R. LONG Trust and Investment Services
JOHN W. CLAY, JR. Executive Vice President,
Executive Vice President, SunTrust Banks of Georgia
Corporate & Investment Banking
</TABLE>
Senior Vice Presidents
<TABLE>
<CAPTION>
<S> <C> <C> <C>
HAROLD P. BITLER RAYMOND D. FORTIN KENNETH R. HOUGHTON DENNIS M. PATTERSON
Risk Management General Counsel Investment Securities Marketing
A. EUGENE BOWLES WARD H. GAILEY, JR. MICHAEL A. KINSEY JAMES W. RASMUSSEN
General Auditor Treasury Management Services Commercial Markets Credit Card Services
DENNIS B. DILLS ANTHONY R. GRAY RICHARD K. MCCREA GIANFRANCO ROSSI-ESPAGNET
Trust & Investment Operations Investment Management Asset Quality/Credit Policy Corporate & Investment Banking
DONALD S. DOWNING WILLIAM J. HEARN, JR. JOHN J. MCGUIRE R. CHARLES SHUFELDT
Mortgage Services Trust Marketing Online Services Corporate & Investment Banking
WADLEY H. DUCKWORTH DONALD T. HEROMAN WILLIAM P. O'HALLORAN NORRIS L. TOLLIVER
Bank Funding Treasurer Controller Personal Markets
</TABLE>
76/SunTrust Banks, Inc.
<PAGE>
BOARD OF DIRECTORS
[PHOTO]
Back Row: Larry L. Prince, G. Gilmer Minor, III, J. Hyatt Brown, R. Randall
Rollins. Middle Row: A. W. Dahlberg, David H. Hughes, Joseph L. Lanier, Jr.,
Alston D. Correll, Scott L. Probasco, Jr. Front Row: Frank S. Royal, M.D.,
M. Douglas Ivester, L. Phillip Humann, Richard G. Tilghman, James B. Williams.
Not Pictured: Summerfield K. Johnston, Jr., Frank E. McCarthy.
SunTrust Banks, Inc./77
<PAGE>
Directory of Subsidiaries
<TABLE>
<CAPTION>
Name Headquarters CEO
Banking Subsidiaries
<S> <C> <C>
SunTrust Banks of Florida, Inc. Orlando, FL Theodore J. Hoepner
SunTrust Bank, Central Florida, N.A. Orlando, FL George W. Koehn
SunTrust Bank, East Central Florida Daytona Beach, FL William H. Davison
SunTrust Bank, Gulf Coast Sarasota, FL William R. Klich
SunTrust Bank, Miami, N.A. Miami, FL John P. Hashagen
SunTrust Bank, Mid-Florida, N.A. Winter Haven, FL Charles W. McPherson
SunTrust Bank, Nature Coast Brooksville, FL James H. Kimbrough
SunTrust Bank, North Central Florida Ocala, FL William H. Evans
SunTrust Bank, North Florida, N.A. Jacksonville, FL Phillip E. Wright
SunTrust Bank, South Florida, N.A. Fort Lauderdale, FL Robert H. Coords
SunTrust Bank, Southwest Florida Fort Myers, FL Charles K. Idelson
SunTrust Bank, Tallahassee, N.A. Tallahassee, FL David B. Ramsay
SunTrust Bank, Tampa Bay Tampa, FL Carl F. Mentzer
SunTrust Bank, West Florida Pensacola, FL Michael D. Durhan
SunTrust Banks of Georgia, Inc. Atlanta, GA Robert R. Long
SunTrust Bank, Atlanta Atlanta, GA Robert R. Long
SunTrust Bank, Augusta, N.A. Augusta, GA William R. Thompson
SunTrust Bank, Middle Georgia, N.A. Macon, GA John B. Frank
SunTrust Bank, Northeast Georgia, N.A. Athens, GA Robert D. Bishop
SunTrust Bank, Northwest Georgia, N.A. Rome, GA William H. Pridgen
SunTrust Bank, Savannah, N.A. Savannah, GA William B. Haile
SunTrust Bank, South Georgia, N.A. Albany, GA Willis D. Sims
SunTrust Bank, Southeast Georgia, N.A. Brunswick, GA Jack E. Hartman
SunTrust Bank, West Georgia, N.A. Columbus, GA Frank S. Etheridge, III
SunTrust Banks of Tennessee, Inc. Nashville, TN Samuel O. Franklin III
SunTrust Bank, Chattanooga, N.A. Chattanooga, TN Robert J. Sudderth, Jr.
SunTrust Bank, East Tennessee, N.A. Knoxville, TN Larry D. Mauldin
SunTrust Bank, Nashville, N.A. Nashville, TN Samuel O. Franklin III
SunTrust Bank, South Central Tennessee, N.A. Pulaski, TN W. David Jones
SunTrust Bank, Alabama, N.A. Florence, AL Robert E. McNeilly, III
Crestar Bank Richmond, VA Richard G. Tilghman
Non-banking Subsidiaries
Crestar Asset Management Company Richmond, VA Ben L. Jones
Crestar Leasing Corporation Richmond, VA Daniel E. McKew
Crestar Mortgage Corporation Richmond, VA Marc C. Smith
Crestar Securities Corporation Richmond, VA Charles F. Wright
Executive Auto Leasing, Inc. Richmond, VA Joseph R. Kessler
Premium Assignment Corporation Tallahassee, FL Peter Kugelmann
STI Capital Management, N.A. Orlando, FL Anthony R. Gray
STI Credit Corporation Little Rock, AR Donald J. Wright
STI Trust & Investment Operations, Inc. Atlanta, GA Dennis B. Dills
SunTrust BankCard, N.A. Orlando, FL James W. Rasmussen
SunTrust Equitable Securities Corporation Nashville, TN William P. Johnston
SunTrust Insurance Company Atlanta, GA Michael A. Kinsey
SunTrust International Services, Inc. Atlanta, GA Gian Rossi-Espagnet
SunTrust Mortgage, Inc. Atlanta, GA Donald S. Downing
SunTrust Online, Inc. Atlanta, GA John J. McGuire
SunTrust Personal Loans, Inc. Atlanta, GA Wynn E. Cline
SunTrust Securities, Inc. Atlanta, GA Dennis B. Dills
SunTrust Service Corporation Atlanta, GA Robert C.Whitehead
Trusco Capital Management, Inc. Atlanta, GA Douglas S. Phillips
</TABLE>
78/SunTrust Banks, Inc.
SunTrust Banks, Inc.
ORGANIZATION CHART Page 1 of 10
December 31, 1998
<TABLE>
<CAPTION>
SunTrust Banks, Inc. (28 banks) Atlanta, GA
<S> <C> <C>
Lower Tier Bank Holding Companies
100% SunTrust Banks of Florida, Inc. Orlando, FL
100% (see pages 3 & 4 for subsidiaries) (13 banks)
100% SunTrust Banks of Georgia, Inc. Atlanta, GA
100% (see page 5 for subsidiaries) (9 banks)
100% SunTrust Banks of Tennessee, Inc. Nashville, TN
100% (see page 6 for subsidiaries) (5 banks)
100% Crestar Financial Corporation Richmond, VA
100% (see page 9 for subsidiaries) (1 banks)
Direct Bank Subsidiaries
100% STI Capital Management, National Association Orlando, FL
100% SunTrust BankCard, National Association Orlando, FL
100% * SunTrust Service Corporation Atlanta, GA
Direct Non Bank Subsidiaries
100% STSC Leasing Corporation Atlanta, GA
100% STI Trust & Investment Operations, Inc. Atlanta, GA
100% SunTrust Capital I Atlanta, GA
100% SunTrust Capital II Atlanta, GA
100% SunTrust Capital III Atlanta, GA
100% SunTrust Community Development Corporation Atlanta, GA
* SunTrust Service Corporation is 100% owned by certain subsidiary banks of
SunTrust Banks, Inc. None of this nonbank subsidiary's stock is owned
by SunTrust Banks, Inc. (Parent Company).
<PAGE>
SunTrust Banks, Inc.
ORGANIZATION CHART Page 2 of 10
December 31, 1998
SunTrust Banks, Inc. (cont'd)
Direct Non Bank Subsidiaries (cont'd)
100% SunTrust Equitable Securities Corporation Nashville, TN
100% Equitable Trust Company Nashville, TN
100% Equitable Asset Management, Inc. Nashville, TN
100% SunTrust Insurance Company Chattanooga, TN
100% SunTrust International Services, Inc. Atlanta, GA
100% SunTrust Mortgage, Inc. Atlanta, GA
100% SunTrust Online, Inc. Atlanta, GA
99.99% SunTrust Plaza Associates, LLC Atlanta, GA
100% SunTrust Properties, Inc. Atlanta, GA
100% SunTrust Securities, Inc. Atlanta, GA
100% Trusco Capital Management, Inc. Atlanta, GA
<PAGE>
SunTrust Banks, Inc.
ORGANIZATION CHART Page 3 of 10
December 31, 1998
100% SunTrust Banks of Florida, Inc. (13 Banks)
100% SunTrust Bank, Central Florida, National Association Orlando, FL
100% STB Management (Central Florida), Inc. Newark, DE
100% STB Management Holdings (Central Florida), Inc. Newark, DE
100% STB Real Estate (Central Florida), Inc. Newark, DE
100% STB Real Estate Parent (Central Florida), Inc. Newark, DE
100% STB Real Estate Holdings (Central Florida), Inc. Newark, DE
100% STB Receivables (Central Florida), Inc. Newark, DE
100% SunTrust Annuities, Inc. Orlando, FL
100% SunTrust Insurance Services (Florida), Inc. Lake Buena Vista, FL
100% SunTrust Bank, East Central Florida Daytona Beach, FL
100% Service of Volusia County, Inc. Daytona Beach, FL
100% STB Real Estate (East Central Florida), Inc. Newark, DE
100% STB Real Estate Parent (East Central Florida), Inc. Newark, DE
100% STB Real Estate Holdings (East Central Florida), Inc. Newark, DE
100% STB Receivables (East Central Florida), Inc. Newark, DE
100% SunTrust Bank, Gulf Coast Sarasota, FL
100% STB Management (Gulf Coast), Inc. Newark, DE
100% STB Management Holdings (Gulf Coast), Inc. Newark, DE
100% STB Real Estate (Gulf Coast), Inc. Newark, DE
100% STB Real Estate Parent (Gulf Coast), Inc. Newark, DE
100% STB Real Estate Holdings (Gulf Coast), Inc. Newark, DE
100% STB Receivables (Gulf Coast), Inc. Newark, DE
100% SunTrust Bank, Miami, National Association Miami, FL
100% Florida Aviation, Inc. Miami, FL
100% Kasalta Miramar, Inc. Miami, FL
100% STB Management (Miami), Inc. Newark, DE
100% STB Management Holdings (Miami), Inc. Newark, DE
100% STB Real Estate (Miami), Inc. Newark, DE
100% STB Real Estate Parent (Miami), Inc. Newark, DE
100% STB Real Estate Holdings (Miami), Inc. Newark, DE
100% STB Receivables (Miami), Inc. Newark, DE
<PAGE>
SunTrust Banks, Inc.
ORGANIZATION CHART Page 4 of 10
December 31, 1998
SunTrust Banks of Florida, Inc. (cont'd)
100% SunTrust Bank, Mid-Florida, National Association Winter Haven, FL
100% STB Real Estate (Mid-Florida), Inc. Newark, DE
100% STB Real Estate Parent (Mid-Florida), Inc. Newark, DE
100% STB Real Estate Holdings (Mid-Florida), Inc. Newark, DE
100% STB Receivables (Mid-Florida), Inc. Newark, DE
100% SunTrust Bank, Nature Coast Brooksville, FL
100% STB Real Estate (Nature Coast), Inc. Newark, DE
100% STB Real Estate Parent (Nature Coast), Inc. Newark, DE
100% STB Real Estate Holdings (Nature Coast), Inc. Newark, DE
100% STB Receivables (Nature Coast), Inc. Newark, DE
100% SunTrust Bank, North Central Florida Ocala, FL
100% STB Real Estate (North Central Florida), Inc. Newark, DE
100% STB Real Estate Parent (North Central Florida), Inc. Newark, DE
100% STB Real Estate Holdings (North Central FL), Inc. Newark, DE
100% STB Receivables (North Central Florida), Inc. Newark, DE
100% SunTrust Bank, North Florida, National Association Jacksonville, FL
100% STB Real Estate (North Florida), Inc. Newark, DE
100% STB Real Estate Parent (North Florida), Inc. Newark, DE
100% STB Real Estate Holdings (North Florida), Inc. Newark, DE
100% STB Receivables (North Florida), Inc. Newark, DE
100% SunTrust Bank, South Florida, National Association Fort Lauderdale, FL
100% STB Management (South Florida), Inc. Newark, DE
100% STB Management Holdings (South Florida), Inc. Newark, DE
100% STB Real Estate (South Florida), Inc. Newark, DE
100% STB Real Estate Parent (South Florida), Inc. Newark, DE
100% STB Real Estate Holdings (South Florida), Inc. Newark, DE
100% STB Receivables (South Florida), Inc. Newark, DE
100% SunTrust Bank, Southwest Florida Fort Myers, FL
100% STB Real Estate (Southwest Florida), Inc. Newark, DE
100% STB Real Estate Parent (Southwest Florida), Inc. Newark, DE
100% STB Real Estate Holdings (Southwest Florida), Inc. Newark, DE
100% STB Receivables (Southwest Florida), Inc. Newark, DE
<PAGE>
SunTrust Banks, Inc.
ORGANIZATION CHART Page 5 of 10
December 31, 1998
SunTrust Banks of Florida, Inc. (cont'd)
100% SunTrust Bank, Tallahassee, National Association Tallahassee, FL
100% STB Real Estate (Tallahassee), Inc. Newark, DE
100% STB Real Estate Parent (Tallahassee), Inc. Newark, DE
100% STB Real Estate Holdings (Tallahassee), Inc. Newark, DE
100% STB Receivables (Tallahassee), Inc. Newark, DE
100% SunTrust Bank, Tampa Bay Tampa, FL
100% STB Management (Tampa Bay), Inc. Newark, DE
100% STB Management Holdings (Tampa Bay), Inc. Newark, DE
100% STB Real Estate (Tampa Bay), Inc. Newark, DE
100% STB Real Estate Parent (Tampa Bay), Inc. Newark, DE
100% STB Real Estate Holdings (Tampa Bay), Inc. Newark, DE
100% STB Receivables (Tampa Bay), Inc. Newark, DE
100% SunTrust Bank, West Florida Pensacola, FL
100% STB Real Estate (West Florida), Inc. Newark, DE
100% STB Real Estate Parent (West Florida), Inc. Newark, DE
100% STB Real Estate Holdings (West Florida), Inc. Newark, DE
100% STB Receivables (West Florida), Inc. Newark, DE
100% SunTrust Banks Trust Company (Cayman) LTD Grand Cayman, Cayman Island, B.W.I.
100% Premium Assignment Corporation Tallahassee, FL
<PAGE>
SunTrust Banks, Inc.
ORGANIZATION CHART Page 6 of 10
December 31, 1998
100% SunTrust Banks of Georgia, Inc. (9 Banks)
100% SunTrust Bank, Atlanta Atlanta, GA
100% STB Management (Atlanta), Inc. Newark, DE
100% STB Management Holdings (Atlanta), Inc. Newark, DE
100% STB Real Estate (Atlanta), Inc. Newark, DE
100% STB Real Estate Parent (Atlanta), Inc. Newark, DE
100% STB Real Estate Holdings (Atlanta), Inc. Newark, DE
100% STI Credit Corporation Little Rock, AR
100% SunTrust International Banking Company Atlanta, GA
100% SunTrust Asia, Limited Atlanta, GA
100% TCB Holdings, Inc. Atlanta, GA
100% Atlanta Community Investment Corporation Atlanta, GA
100% SunTrust Bank, Augusta, National Association Evans, GA
100% STB Real Estate (Augusta), Inc. Newark, DE
100% STB Real Estate Parent (Augusta), Inc. Newark, DE
100% STB Real Estate Holdings (Augusta), Inc. Newark, DE
100% SunTrust Bank, Middle Georgia, National Association Macon, GA
100% STB Real Estate (Middle Georgia), Inc. Newark, DE
100% STB Real Estate Parent (Middle Georgia), Inc. Newark, DE
100% STB Real Estate Holdings (Middle Georgia), Inc. Newark, DE
100% SunTrust Bank, Northeast Georgia, National Association Athens, GA
100% STB Real Estate (Northeast Georgia), Inc. Newark, DE
100% STB Real Estate Parent (Northeast Georgia), Inc. Newark, DE
100% STB Real Estate Holdings (Northeast Georgia), Inc. Newark, DE
100% SunTrust Insurance Services (Georgia), Inc. Madison, GA
100% SunTrust Bank, Northwest Georgia, National Association Rome, GA
100% STB Real Estate (Northwest Georgia), Inc. Newark, DE
100% STB Real Estate Parent (Northwest Georgia), Inc. Newark, DE
100% STB Real Estate Holdings (Northwest Georgia), Inc. Newark, DE
100% SunTrust Bank, Savannah, National Association Savannah, GA
100% STB Real Estate (Savannah), Inc. Newark, DE
100% STB Real Estate Parent (Savannah), Inc. Newark, DE
100% STB Real Estate Holdings (Savannah), Inc. Newark, DE
<PAGE>
SunTrust Banks, Inc.
ORGANIZATION CHART Page 7 of 10
December 31, 1998
SunTrust Banks of Georgia, Inc. (cont'd)
100% SunTrust Bank, South Georgia, National Association Leesburg, GA
100% STB Real Estate (South Georgia), Inc. Newark, DE
100% STB Real Estate Parent (South Georgia), Inc. Newark, DE
100% STB Real Estate Holdings (South Georgia), Inc. Newark, DE
100% SunTrust Bank, Southeast Georgia, National Association Brunswick, GA
100% STB Real Estate (Southeast Georgia), Inc. Newark, DE
100% STB Real Estate Parent (Southeast Georgia), Inc. Newark, DE
100% STB Real Estate Holdings (Southeast Georgia), Inc. Newark, DE
100% SunTrust Bank, West Georgia, National Association Columbus, GA
100% STB Real Estate (West Georgia), Inc. Newark, DE
100% STB Real Estate Parent (West Georgia), Inc. Newark, DE
100% STB Real Estate Holdings (West Georgia), Inc. Newark, DE
100% SunTrust Personal Loans, Inc. Atlanta, GA
100% Preferred Surety Holdings, Inc. Atlanta, GA
100% Preferred Surety Corporation Madison, GA
100% Madison Insurance Company Madison, GA
<PAGE>
SunTrust Banks, Inc.
ORGANIZATION CHART Page 8 of 10
December 31, 1998
100% SunTrust Banks of Tennessee, Inc. (5 Banks)
100% SunTrust Bank, Nashville, National Association Nashville, TN
100% Cherokee Insurance Company Burlington, VT
100% STB Management (Nashville), Inc. Newark, DE
100% SunTrust Leasing of Tennessee, Inc. Nashville, TN
100% SunTrust Bank, Alabama, National Association Florence, AL
100% SunTrust Annuities (Alabama), Inc. Florence, AL
100% SunTrust Bank, Chattanooga, National Association Chattanooga, TN
100% STB Management (Chattanooga), Inc. Newark, DE
100% SunTrust of Chattanooga Mortgage Corporation Fort Oglethorpe, GA
100% SunTrust Insurance Services (Tennessee), Inc. Lookout Mountain, TN
100% SunTrust Bank, East Tennessee, National Association Knoxville, TN
100% Acquisition and Equity Corporation Knoxville, TN
100% SunTrust Bank, South Central Tennessee, National Association Pulaski, TN
100% Trust Company of Tennessee (inactive) Nashville, TN
<PAGE>
SunTrust Banks, Inc.
ORGANIZATION CHART Page 9 of 10
December 31, 1998
100% Crestar Financial Corporation (1 Banks)
100% CF Finance, L.L.C. Illinois
100% Crestar Community Development Corporation Virginia
100% Crestar Capital Trust I Delaware
100% Crestar Securities Corporation Virginia
100% Crestar Insurance Agency, Inc. Virginia
100% Crestar Bank Virginia
100% DC Properties, Inc. District of Columbia
100% MD Properties, Inc. Maryland
100% DC Properties II, Inc. (Inactive) District of Columbia
100% VA Properties, Inc. Virginia
100% Fifth GWR REFG, Inc. Virginia
100% MD OREO, Inc. Maryland
100% Villages of KC Properties, Inc. Virginia
100% CBRE II, Inc. ST Thomas, VI
100% Citizens Community Development Company Maryland
100% Crestview, L.L.C. Virginia
100% FSB Development, Inc. Maryland
100% Loyola Financial and Development Corporation Maryland
100% Hunt Country, Inc. Maryland
100% CB Finance, Inc. Virginia
100% CM Finance, L.L.C. Illinois
100% CBP Finance, L.L.C. Illinois
100% CRL, Inc. Virginia
100% Jefferson Funding Corporation Virginia
100% Crestar Leasing Corporation Virginia
100% Southern Service Corporation Virginia
100% Crestar Mortgage Corporation Virginia
80% Crestar Title Agency, L.L.C. Virginia
80% Crestar Title Agency of Maryland, L.L.C. Virginia
100% CMC Oreo, Inc. Virginia
<PAGE>
SunTrust Banks, Inc.
ORGANIZATION CHART Page 10 of 10
December 31, 1998
Crestar Financial Corporation (cont'd)
100% Crestar Bank (cont'd)
100% Crestar Asset Management Company Virginia
100% Crestar Procurement Services, L.L.C. Maryland
100% Executive Auto Leasing, Inc. District of Columbia
100% Education Financial Services Corporation Virginia
</TABLE>
<PAGE>
Comments
Cherokee Insurance Company became active on September 2, 1997.
o As of January 1, 1998, SunTrust Online, Inc. and Madison Insurance Company
began operation.
o Effective January 2, 1998, SunTrust acquired Equitable Securities Corporation
("Equitable"). The acquisition was accomplished by merging SunTrust Capital
Markets, Inc. ("STCM") into Equitable, with the shareholders of Equitable
exchanging their shares of Equitable stock for shares of SunTrust common
stock. Simultaneously with the merger, Equitable changed its name to SunTrust
Equitable Securities Corporation. After the merger, SunTrust Equitable
Securities Corporation was wholly owned by SunTrust Banks, Inc.
o As of March 16, 1998, SunTrust Capital III was formed to issue Trust Preferred
Securities.
o As of February 24, 1998, STB Real Estate Holdings (East Central Florida),
Inc., STB Real Estate Holdings (Miami), Inc. STB Real Estate Holdings
(Mid-Florida), Inc., STB Real Estate Holdings (North Central Florida), Inc.,
STB Real Estate Holdings (North Florida), Inc., STB Real Estate Holdings
(Tallahassee), Inc., STB Real Estate Holdings (Tampa Bay), Inc., STB Real
Estate Holdings (West Florida), Inc., STB Real Estate Holdings (Augusta),
Inc., STB Real Estate Holdings (Middle Georgia), Inc., STB Real Estate
Holdings (Northwest Georgia), Inc., STB Real Estate Holdings (Savannah), Inc.,
STB Real Estate Holdings (Southeast Georgia), Inc., STB Real Estate Holdings
(West Georgia), Inc., STB Real Estate Holdings (Nashville), Inc., STB Real
Estate Holdings (Chattanooga), Inc. were formed and are wholly owned by STB
Real Estate Parent (East Central Florida), Inc., STB Real Estate Parent
(Miami), Inc. STB Real Estate Parent (Mid-Florida), Inc., STB Real Estate
Parent (North Central Florida), Inc., STB Real Estate Parent (North Florida),
Inc., STB Real Estate Parent (Tallahassee), Inc., STB Real Estate Parent
(Tampa Bay), Inc., STB Real Estate Parent (West Florida), Inc., STB Real
Estate Parent (Augusta), Inc., STB Real Estate Parent (Middle Georgia), Inc.,
STB Real Estate Parent (Northwest Georgia), Inc., STB Real Estate Parent
(Savannah), Inc., STB Real Estate Parent (Southeast Georgia), Inc., STB Real
Estate Parent (West Georgia), Inc., STB Real Estate Parent (Nashville), Inc.,
STB Real Estate Parent (Chattanooga), Inc., STB Real Estate Parent (East
Tennessee), Inc. and STB Real Estate Parent (South Central Tennessee), Inc.,
which are wholly owned by STB Real Estate (East Central Florida), Inc., STB
Real Estate (Miami), Inc. STB Real Estate (Mid-Florida), Inc., STB Real Estate
(North Central Florida), Inc., STB Real Estate (North Florida), Inc., STB Real
Estate (Tallahassee), Inc., STB Real Estate (Tampa Bay), Inc., STB Real Estate
(West Florida), Inc., STB Real Estate (Augusta), Inc., STB Real Estate (Middle
Georgia), Inc., STB Real Estate (Northwest Georgia), Inc., STB Real Estate
(Savannah), Inc., STB Real Estate (Southeast Georgia), Inc., STB Real Estate
(West Georgia), Inc., STB Real Estate (Nashville), Inc., STB Real Estate
(Chattanooga), Inc., STB Real Estate (East Tennessee), Inc. and STB Real
Estate (South Central Tennessee), Inc., respectively. The STB Real Estate
Parent and STB Real Estate Companies were also formed on February 24, 1998.
All companies began operation on March 25, 1998.
o As of May 15, 1998 STB Real Estate Parent II (Central Florida), Inc., STB Real
Estate Parent II (Gulf Coast), Inc., STB Real Estate Parent II (Nature Coast),
Inc., STB Real Estate Parent II (South Florida), Inc., STB Real Estate Parent
II (Southwest Florida), Inc., STB Real Estate Parent II (Atlanta), Inc., STB
Real Estate Parent II (Northeast Georgia), Inc. and STB Real Estate Parent II
(South Georgia), Inc. were formed, which are wholly owned by STB Real Estate
Parent (Central Florida), Inc., STB Real Estate Parent (Gulf Coast), Inc., STB
Real Estate Parent (Nature Coast), Inc., STB Real Estate Parent (South
Florida), Inc., STB Real Estate parent (Southwest Florida), Inc., STB Real
Estate Parent (Atlanta), Inc., STB Real Estate Parent (Northeast Georgia),
Inc. and STB Real Estate Parent (South Georgia), Inc. respectively. STB Real
Estate Parent companies are wholly owned by the bank referenced in the parent
company's legal name. STB Real Estate Holdings Companies began operations on
May 20, 1998.
o As of May 15, 1998 STB Management Holdings (Central Florida), Inc., STB
Management Holdings (Gulf Coast), Inc., STB Management Holdings (Miami), Inc.,
STB Management Holdings (South Florida), Inc., STB Management Holdings (Tampa
Bay), Inc. and STB Management Holdings (Atlanta), Inc. were formed and are
wholly owned by STB Management (Central Florida), Inc., STB Management (Gulf
Coast), Inc., STB Management (Miami), Inc., STB Management (South Florida),
Inc., STB Management (Tampa Bay), Inc. and STB Management (Atlanta), Inc.
respectively. STB Management companies are wholly owned by the bank referenced
in the parent company's legal name. STB Management Holdings companies are
currently inactive.
o SunTrust Community Development Corporation was incorporated on April 20, 1998.
o STSC Leasing Corporation was incorporated on May 19, 1998.
o As of July 15, 1998 STB Real Estate Parent (Central Florida), Inc., STB Real
Estate Parent (Gulf Coast), Inc., STB Real Estate Parent (Nature Coast), Inc.,
STB Real Estate Parent (South Florida), Inc., STB Real Estate Parent
(Southwest Florida), Inc., STB Real Estate Parent (Atlanta), Inc., STB Real
Estate Parent (Northeast Georgia), Inc. and STB Real Estate Parent (South
Georgia), Inc., changed their names to STB Real Estate (Central Florida),
Inc., STB Real Estate (Gulf Coast), Inc., STB Real Estate (Nature Coast),
Inc., STB Real Estate (South Florida), Inc., STB Real Estate (Southwest
Florida), Inc., STB Real Estate (Atlanta), Inc., STB Real Estate (Northeast
Georgia), Inc. and STB Real Estate (South Georgia), Inc. In addition, STB Real
Estate (Atlanta), Inc., STB Real Estate (Northeast Georgia), Inc. and STB Real
Estate (South Georgia), Inc. In addition, STB Real Estate Parent II (Central
Florida), Inc., STB Real Estate Parent II (Gulf Coast), Inc., STB Real Estate
Parent II (Nature Coast), Inc., STB Real Estate Parent II (South Florida),
Inc., STB Real Estate Parent II (Southwest Florida), Inc., STB Real Estate
Parent II (Atlanta), Inc., STB Real Estate Parent II (Northeast Georgia), Inc.
and STB Real Estate Parent II (South Georgia), Inc. changed their names to STB
Real Estate Parent (Central Florida), Inc., STB Real Estate Parent (Gulf
Coast), Inc., STB Real Estate Parent (Nature Coast), Inc., STB Real Estate
Parent (South Florida), Inc., STB Real Estate Parent (Southwest Florida),
Inc., STB Real Estate Parent (Atlanta), Inc., STB Real Estate Parent
(Northeast Georgia), Inc. and STB Real Estate Parent (South Georgia), Inc.
o Atlanta Community Investment Corporation was incorporated on July 22, 1998.
o As of August 6, 1998 STB Real Estate Holdings (Nashville), Inc., STB Real
Estate Holdings (Chattanooga), Inc., STB Real Estate Holdings (East
Tennessee), Inc., STB Real Estate Holdings (South Central Tennessee), Inc.,
STB Real Estate Parent (Nashville), Inc., STB Real Estate Parent
(Chattanooga), Inc., STB Real Estate parent (East Tennessee), Inc., STB Real
Estate Parent (South Central Tennessee), Inc., STB Real Estate (Nashville),
Inc., STB Real Estate (Chattanooga), Inc., STB Real Estate (East Tennessee),
Inc. and STB Real Estate (South Central Tennessee), Inc. were merged into the
bank referenced in the company name.
o October 1, 1998, Citizens Bank Corporation was acquired by SunTrust and merged
into SunTrust Bank, Tallahassee, NA.
o Effective December 31, 1998, SunTrust Banks, Inc. acquired Crestar Financial
Corporation.
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation of our
report included in this Form 10-K, into the Registrant's previously filed
Registration Statement Nos. 33-50756, 33-28250, 33-58723, 333-50719 and
333-69331 on Form S-8 and Registration Statement Nos. 333-46093, 333-46123 and
333-61583 on Form S-3.
/s/ ARTHUR ANDERSEN LLP
Atlanta, Georgia
March 15, 1999
<TABLE> <S> <C>
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<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 4,289,889
<INT-BEARING-DEPOSITS> 385,945
<FED-FUNDS-SOLD> 1,401,000
<TRADING-ASSETS> 239,665
<INVESTMENTS-HELD-FOR-SALE> 17,559,043
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<LOANS> 65,089,201
<ALLOWANCE> 944,557
<TOTAL-ASSETS> 93,169,932
<DEPOSITS> 59,033,283
<SHORT-TERM> 15,932,819
<LIABILITIES-OTHER> 4,217,317
<LONG-TERM> 5,807,869
0
0
<COMMON> 322,485
<OTHER-SE> 7,856,159
<TOTAL-LIABILITIES-AND-EQUITY> 93,169,932
<INTEREST-LOAN> 4,735,627
<INTEREST-INVEST> 835,917
<INTEREST-OTHER> 86,356
<INTEREST-TOTAL> 5,675,900
<INTEREST-DEPOSIT> 1,644,229
<INTEREST-EXPENSE> 2,746,779
<INTEREST-INCOME-NET> 2,929,121
<LOAN-LOSSES> 214,602
<SECURITIES-GAINS> 8,207
<EXPENSE-OTHER> 2,932,386
<INCOME-PRETAX> 1,498,306
<INCOME-PRE-EXTRAORDINARY> 971,017
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 971,017
<EPS-PRIMARY> 3.08
<EPS-DILUTED> 3.04
<YIELD-ACTUAL> 3.97
<LOANS-NON> 206,613
<LOANS-PAST> 108,200
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<ALLOWANCE-OPEN> 933,533
<CHARGE-OFFS> 264,262
<RECOVERIES> 70,704
<ALLOWANCE-CLOSE> 944,557
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<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 944,557
</TABLE>
