SunTrust Banks, Inc.
2003 Governance Charter: STI
Compensation and Corporate Governance Committee
of the Board of Directors
The Board of Directors of SunTrust Banks, Inc. shall elect annually a Compensation and
Corporate Governance Committee (the "Committee") comprised of three or more Directors
independent of management and each of whom is a "disinterested person" within the meaning of
Rule 16b-3 under the Securities and Exchange Act of 1934, and an "outside director" under
Section 162(m) of the Internal Revenue Code of 1986, as amended. One of the members shall be
elected Chairman by the Board of Directors. The members of the Committee shall meet the
independence requirements of the New York Stock Exchange when such requirements are
The Committee is granted the authority to perform the duties enumerated in this Charter and,
upon the direction and approval of the Board, to investigate any human resources, board
governance or compensation activity of the Company.
The Board delegates to the Committee strategic and administrative responsibility on a broad
range of issues: to ensure that the Chief Executive Officer (CEO), other executive officers, and
key management of the Company are compensated effectively in a manner consistent with the
stated compensation strategy of the Company, internal equity considerations, competitive
practice, and the requirements of the appropriate regulatory bodies; to establish guidelines and
oversee the administration of executive compensation plans and arrangements as well as certain
employee benefit plans; to recommend to the Board changes in board composition, new
candidates and changes to the director's compensation package. The Committee is also
responsible for taking a leadership role in shaping the corporate governance of the Company.
The Committee shall be responsible for the following:
Duties with regard to Board Composition:
1) Make recommendations to the Board with respect to the size and composition of the
2) Make recommendations to the Board on qualifications and selection criteria for Board
members and review the qualifications of potential candidates for the Board.
3) Make recommendations to the Board on nominees to be elected at the Annual Meeting of
4) The Committee shall have sole authority to retain and terminate any search firm to be
used to identify director candidates, including sole authority to approve the search firm's
fees and other retention terms.
Duties with regard to Director Compensation:
5) Recommend to the Board any changes to the director's compensation package.
Duties with regard to Executive Compensation:
6) Review and approve the Company's stated compensation strategy to ensure that there is a
strong link between the economic interests of management and shareholders, that
management are rewarded appropriately for their contributions to company growth and
profitability, and that the executive compensation strategy supports organization
objectives and shareholder interests.
7) Review and approve the individual elements of total compensation for the CEO. This
includes base salary, incentives, stock awards, benefits and perquisites. The Committee
shall review and approve corporate goals and objectives relevant to CEO compensation,
evaluate the CEO's performance in light of those goals and objectives, and set the CEO's
compensation level based on that evaluation.
8) Review and approve the individual elements of total compensation for SunTrust Banks,
Inc. executives holding the title of Vice Chairman or higher. Review and approve
general elements of total compensation for key management and other officers.
9) Review and approve the design, performance measures, and award opportunities for the
Company's executive compensation plans.
10) Review and approve the terms and conditions of stock compensation and the number of
shares reserved for stock grants and awards.
11) Oversee the administration and operation of the Management Incentive Plan,
Performance Unit Plan, Executive Stock Plan, Supplemental Executive Retirement Plan,
ERISA Excess Retirement Plan, 401(k) Excess Plan and various executive compensation
plans and arrangements.
12) Communicate to shareholders the Company's compensation philosophy, policies and
practices as required by the Securities and Exchange Commission.
Duties with regard to Employee Benefits:
13) Oversee the administration and operation of the Retirement Plan, the 401(k) Plan, the
Performance Bonus Plan and other designated employee benefit plans.
Duties with regard to Corporate Governance:
14) The Committee is responsible for taking a leadership role in shaping the corporate
governance of the Company.
15) The Committee shall develop and recommend to the Board a set of corporate governance
principles, and periodically review and reassess the adequacy of those principles and
recommend any proposed changes to the Board for approval.
16) The Committee shall address committee structure and operations, committee reporting to
the Board, committee member qualifications and committee member appointment and
17) The Committee shall adopt a process whereby it receives comments from directors and
reports annually to the Board with an assessment of the Board's performance, to be
discussed with the full board.
18) The Committee shall review and reassess the adequacy of this Charter annually and
recommend any proposed changes to the Board for approval. The Committee shall
annually review its own performance.
STAFF AND OTHER SUPPORT
Primary staff support for the Committee shall be provided by SunTrust Human Resources.
General Counsel of the Company shall assist on corporate governance matters. Further, the
Committee shall also have authority to obtain advice and assistance from internal or external
legal, accounting or other advisors.
The Committee shall generally meet quarterly and at other times as the Chairman of the
Committee shall designate in accordance with the bylaws. As necessary or desirable, the
Chairman of the Committee may request that certain members of management be present at
meetings of the Committee.
REPORTS AND MINUTES
The Committee shall report to the Board periodically or as required by the nature of its duties on
its activities and shall make recommendations to the Board as the Committee decides are
appropriate. The Committee shall publish minutes for each meeting. The Committee Chairman
shall review and approve the Committee minutes and they shall be filed with the Corporate
Secretary for retention with the records of the Company.
August 13, 2002