Change in Control





Exhibit 10.3

November 12, 2008

[Senior Executive Officer Name and Address]

Dear [Senior Executive Officer Name],

SunTrust Banks, Inc. (the “Company”) anticipates entering into a Securities Purchase Agreement (the “Participation Agreement”), with the United States Department of Treasury (“Treasury”) that provides for the Company’s participation in the Treasury’s TARP Capital Purchase Program (the “CPP”). If the Company does not participate or ceases at any time to participate in the CPP, this letter shall be of no further force and effect.

For the Company to participate in the CPP and as a condition to the closing of the investment contemplated by the Participation Agreement, the Company is required to establish specified standards for incentive compensation to its Senior Executive Officers and to make changes to its compensation arrangements. The requirements of this Agreement shall apply to you only for so long as both (1) you are a Senior Executive Officer of the Company, and (2) any debt or equity securities issued by the Company under the CPP are held by Treasury (the “CPP Covered Period”). To comply with these requirements, and in consideration of the benefits that you will receive as a result of the Company’s participation in the CPP, you agree as follows:

(1) No Golden Parachute Payments. The Company is prohibiting any Golden Parachute Payment to you during any CPP Covered Period. To the extent any event occurs during the CPP Covered Period that would otherwise trigger a Golden Parachute Payment, you will be entitled to the lesser of (i) your rights under the Benefit Plans (as defined below) and (ii) the maximum amount allowed under Section 111(b)(2)(C) of EESA.

(2) Recovery of Bonus and Incentive Compensation. Any bonus and incentive compensation paid to you during a CPP Covered Period is subject to recovery or “clawback” by the Company if the payments were based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria.

(3) Compensation Program Amendments. Each of the Company’s compensation, bonus, incentive and other benefit plans, arrangements and agreements (including golden parachute, severance and employment agreements; collectively, “Benefit Plans”) with respect to you is hereby amended to the extent necessary to give effect to provisions (1) and (2). For reference, certain affected Benefit Plans are set forth in Appendix A to this letter.

In addition, the Company is required to review its Benefit Plans to ensure that they do not encourage senior executive officers to take unnecessary and excessive risks that threaten the value of the Company. To the extent any such review requires revisions to any Benefit Plan with respect to you, you and the Company agree to negotiate such changes promptly and in good faith.

(4) Definitions and Interpretation. This letter shall be interpreted as follows:

 

 

 

Senior Executive Officer” is used with same meaning as in subsection 111(b)(3) of EESA.

 

 

 

Golden Parachute Payment” is used with same meaning as in Section 111(b)(2)(C) of EESA.


 

 

EESA” means the Emergency Economic Stabilization Act of 2008 as implemented by guidance or regulation issued by the Department of the Treasury and as published in the Federal Register on October 20, 2008, as in effect on the date hereof.

 

 

 

The term “Company” includes any entities treated as a single employer with the Company under 31 C.F.R. § 30.1(b) (as in effect on the Closing Date). You are also delivering a waiver pursuant to the Participation Agreement, and, as between the Company and you, the term “employer” in that waiver will be deemed to mean the Company as used in this letter.

 

 

 

The term “CPP Covered Period” shall be limited by, and interpreted in a manner consistent with, 31 C.F.R. § 30.11 (as in effect on the Closing Date).

 

 

 

Provisions (1) and (2) of this letter are intended to, and will be interpreted, administered and construed to, comply with Section 111 of EESA (and, to the maximum extent consistent with the preceding, to permit operation of the Benefit Plans in accordance with their terms before giving effect to this letter).

(5) Miscellaneous. To the extent not subject to federal law, this letter will be governed by and construed in accordance with the laws of the State of Georgia without regard the provisions thereof that would apply the law of any other State. This letter may be executed in two or more counterparts, each of which will be deemed to be an original. A signature transmitted by facsimile shall be deemed an original signature.

The Company appreciates the concessions you are making and looks forward to your continued leadership during these financially turbulent times.

 

Yours sincerely,

SUNTRUST BANKS, INC.

By:

 

 

Name:

 

Mimi Breeden

Title:

 

Director of Human Resources

 

Intending to be legally bound, I agree with and accept the foregoing terms on the date set forth below.

 

[Senior Executive Officer Name]

Date:

 

 

cc: [Senior Executive Officer Name], via Hand Delivery











 

                          CHANGE IN CONTROL AGREEMENT

 

 

          This Change in Control Agreement ("Agreement") is entered into by and

between SunTrust Banks, Inc., a Georgia corporation ("SunTrust"), and James M.

Wells, III ("Executive").

 

          WHEREAS, Executive is employed by SunTrust or provides services

directly or indirectly to SunTrust as a senior executive of SunTrust or one, or

more than one, SunTrust Affiliate; and

 

          WHEREAS, the Board and the Compensation Committee have decided that

SunTrust should provide certain benefits to Executive in the event Executive's

employment is terminated without Cause or Executive resigns for Good Reason

following a Change in Control; and

 

          WHEREAS, this Agreement sets forth the benefits which the Board and

the Compensation Committee have decided SunTrust shall provide under such

circumstances and the terms and conditions under which the Board and the

Compensation Committee have decided that such benefits shall be provided;

 

          NOW, THEREFORE, in consideration of the mutual promises and agreements

contained in this Agreement and other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, SunTrust and Executive

hereby agree as follows:

 

                                    (S) 1.

 

                                  Definitions

                                  -----------

 

          1.1  Board.  The term "Board" for purposes of this Agreement shall

               -----

mean the Board of Directors of SunTrust.

 

          1.2  Cause.  The term "Cause" for purposes of this Agreement shall

               -----

(subject to (S) 1.2(e)) mean:

 

               (a) The willful and continued failure by Executive to perform

          satisfactorily the duties of Executive's job;

 

               (b) Executive is convicted of a felony or has engaged in a

          dishonest act, misappropriation of funds, embezzlement, criminal

          conduct or common law fraud;

 

               (c) Executive has engaged in a material violation of the SunTrust

          Code of Conduct; or

<PAGE>

 

               (d) Executive has engaged in any willful act that materially

          damages or materially prejudices SunTrust or a SunTrust Affiliate or

          has engaged in conduct or activities materially damaging to the

          property, business or reputation of SunTrust or a SunTrust Affiliate;

          provided, however,

 

               (e) No such act, omission or event shall be treated as "Cause"

          under this Agreement unless (i) Executive has been provided a

          detailed, written statement of the basis for SunTrust's belief that

          such act, omission or event constitutes "Cause" and an opportunity to

          meet with the Compensation Committee (together with Executive's

          counsel if Executive chooses to have Executive's counsel present at

          such meeting) after Executive has had a reasonable period in which to

          review such statement and, if the allegation is under (S) 1.2(a), has

          had at least a thirty (30) day period to take corrective action and

          (ii) the Compensation Committee after such meeting (if Executive meets

          with the Compensation Committee) and after the end of such thirty (30)

          day correction period (if applicable) determines reasonably and in

          good faith and by the affirmative vote of at least two thirds of the

          members of the Compensation Committee then in office at a meeting

          called and held for such purpose that "Cause" does exist under this

          Agreement.

 

          1.3  Change in Control. The term "Change in Control" for purposes of

               -----------------

this Agreement shall mean 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 Exchange Act as in effect at the time of

such "change in control", provided that such a change in control shall be deemed

to have occurred at such time as (i) any "person" (as that term is used in

Sections 13(d) and 14(d)(2) of the Exchange Act), is or becomes the beneficial

owner (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly,

of securities representing 20% or more of the combined voting power for election

of directors of the then outstanding securities of SunTrust or any successor of

SunTrust; (ii) during any period of two consecutive years or less, individuals

who at the beginning of such period constitute the Board 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

reorganization, merger, consolidation or share exchange as a result of which the

common stock of SunTrust shall be changed, converted or exchanged into or for

securities of another corporation (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 reorganization, merger,

consolidation or share exchange unless (A) the persons who were the beneficial

owners of the outstanding shares of the common stock of SunTrust immediately

before the consummation of such transaction beneficially own more than 65% of

the outstanding shares of the common stock of the successor or survivor

corporation in such transaction

 

                                      -2-

<PAGE>

 

immediately following the consummation of such transaction and (B) the number of

shares of the common stock of such successor or survivor corporation

beneficially owned by the persons described in (S) 1.3(iv)(A) immediately

following the consummation of such transaction is beneficially owned by each

such person in substantially the same proportion that each such person had

beneficially owned shares of SunTrust common stock immediately before the

consummation of such transaction, provided (C) the percentage described in (S)

1.3(iv)(A) of the beneficially owned shares of the successor or survivor

corporation and the number described in (S) 1.3(iv)(B) of the beneficially owned

shares of the successor or survivor corporation shall be determined exclusively

by reference to the shares of the successor or survivor corporation which result

from the beneficial ownership of shares of common stock of SunTrust by the

persons described in (S) 1.3(iv)(A) immediately before the consummation of such

transaction.

 

          1.4  Change in Control Date.  The term "Change in Control Date" for

               ----------------------

purposes of this Agreement shall mean the date which includes the "closing" of

the transaction which results from a Change in Control or, if there is no

transaction which results from a Change in Control, the date such Change in

Control is reported by SunTrust to the Securities and Exchange Commission.

 

          1.5  Code.  The term "Code" for purposes of this Agreement shall mean

               ----

the Internal Revenue Code of 1986, as amended.

 

          1.6  Compensation Committee.  The term "Compensation Committee" for

               ----------------------

purposes of this Agreement shall mean the Compensation Committee of the Board.

 

          1.7  Confidential or Proprietary Information.  The term "Confidential

               ---------------------------------------

or Proprietary Information" for purposes of this Agreement shall mean any

secret, confidential, or proprietary information of SunTrust or a SunTrust

Affiliate (not otherwise included in the definition of Trade Secret in (S) 1.23

of this Agreement) that has not become generally available to the public by the

act of one who has the right to disclose such information without violating any

right of SunTrust or a SunTrust Affiliate.

 

          1.8  Current Compensation Package.  The term "Current Compensation

               ----------------------------

Package" for purposes of (S) 3(a)(2)(A) of this Agreement shall mean the sum of

the following:

 

               (a) Executive's highest annual base salary from SunTrust and any

          SunTrust Affiliate which (but for any salary deferral election) is in

          effect at any time during the 1 year period which ends on the date

          Executive's employment with SunTrust or a SunTrust Affiliate

          terminates under the circumstances described in (S) 3(a) or (S) 3(f);

 

               (b) The greater of (i) Executive's target annual MIP bonus for

          the calendar year in which Executive's employment with SunTrust or a

          SunTrust Affiliate terminates under the circumstances described in (S)

          3(a) or (S) 3(f) or (ii) the greater of (A) the average of the annual

          MIP bonus

 

                                      -3-

<PAGE>

 

          which was paid to Executive (or, if greater, which would have been

          paid to Executive but for any bonus deferral election) for the 3 full

          calendar years in which Executive has participated in the MIP (or, if

          less, the number of full calendar years in which Executive has

          participated in the MIP) which immediately precedes the calendar year

          in which Executive's employment so terminates or, if Executive was not

          eligible to participate in the MIP in the calendar year which

          immediately precedes the calendar year in which Executive's employment

          so terminates, (B) the greater of (1) the average MIP bonus described

          in (S)1.8(b)(ii)(A) or (2) the last MIP bonus which was paid to

          Executive (or, if greater, which would have been paid to Executive but

          for any bonus deferral election); and

 

                (c) (i) The average of the PUP bonus which was paid to Executive

          (or, if greater, which would have been paid to Executive but for any

          bonus deferral election) for the 3 full performance cycles in which

          Executive has participated in the PUP (or, if less, for the number of

          full performance cycles in which Executive has participated in the

          PUP) which immediately precede the performance cycle which ends in the

          calendar year in which Executive's employment with SunTrust or a

          SunTrust Affiliate terminates under the circumstances described in (S)

          3(a) or (S) 3(f) or, if Executive was not eligible to participate in

          the PUP for the performance cycle which ends in the calendar year in

          which Executive's employment so terminates or if there is no such

          cycle, (ii) the average PUP bonus described in (S)1.8(c)(i) or the

          last PUP bonus which was paid to Executive (or, if greater, which

          would have been paid to Executive but for any bonus deferral

          election), whichever is greater.

 

          1.9   Disability Termination.  The term "Disability Termination" for

                ----------------------

purposes of this Agreement shall mean a termination of Executive's employment on

or after the date Executive has a right immediately upon such termination to

receive disability income benefits under SunTrust's long term disability plan or

any successor to or replacement for such plan.

 

          1.10  Exchange Act.  The term "Exchange Act" for purposes of this

                ---------

Agreement shall mean the Securities Exchange Act of 1934, as amended.

 

          1.11. Financial Services Business.  The term "Financial Services

                ---------------------------

Business" for purposes of this Agreement shall mean the business of banking,

including deposit, credit, trust and investment services, mortgage banking,

commercial and auto leasing, insurance, asset management, brokerage and

investment banking services.

 

          1.12  Good Reason.  The term "Good Reason" for purposes of this

                -----------

Agreement shall (subject to (S) 1.12(e)) mean:

 

                (a) SunTrust or any SunTrust Affiliate after a Change in Control

          but before the end of Executive's Protection Period reduces

          Executive's

 

                                      -4-

<PAGE>

 

          base salary or opportunity to receive comparable incentive

          compensation or bonuses without Executive's express written consent;

 

               (b) SunTrust or any SunTrust Affiliate after a Change in Control

          but before the end of Executive's Protection Period reduces the scope

          of any of Executive's duties, responsibilities or authority without

          Executive's express written consent;

 

               (c) SunTrust or any SunTrust Affiliate at any time after a Change

          in Control but before the end of Executive's Protection Period

          (without Executive's express written consent) transfers Executive's

          primary work site from Executive's primary work site on the date of

          such Change in Control or, if Executive subsequently consents in

          writing to such a transfer under this Agreement, from the primary work

          site which was the subject of such consent, to a new primary work site

          which is outside the "standard metropolitan statistical area" which

          then includes Executive's then current primary work site unless such

          new primary work site is closer to Executive's primary residence than

          Executive's then current primary work site; or

 

               (d) SunTrust or any SunTrust Affiliate after a Change in Control

          but before the end of Executive's Protection Period fails (without

          Executive's express written consent) to continue to provide to

          Executive health and welfare benefits, deferred compensation and

          retirement benefits, stock option and restricted stock grants that are

          in the aggregate comparable to those provided to Executive immediately

          prior to the Change in Control Date; provided, however,

 

               (e) No such act or omission shall be treated as "Good Reason"

          under this Agreement unless

 

                   (i) (A)  Executive delivers to the Compensation Committee a

               detailed, written statement of the basis for Executive's belief

               that such act or omission constitutes Good Reason, (B) Executive

               delivers such statement before the later of (1) the end of the

               ninety (90) day period which starts on the date there is an act

               or omission which forms the basis for Executive's belief that

               Good Reason exists or (2) the end of the period mutually agreed

               upon for purposes of this (S) 1.12(e)(i)(B) in writing by

               Executive and the Chairman of the Compensation Committee, (C)

               Executive gives the Compensation Committee a thirty (30) day

               period after the delivery of such statement to cure the basis for

               such belief and (D) Executive actually submits Executive's

               written resignation to the Compensation Committee during the

               sixty (60) day period which begins immediately after the end of

               such thirty (30) day period if Executive reasonably and in good

               faith determines that Good

 

                                      -5-

<PAGE>

 

               Reason continues to exist after the end of such thirty (30) day

               period, or

 

                    (ii) SunTrust states in writing to Executive that Executive

               has the right to treat such act or omission as Good Reason under

               this Agreement and Executive resigns during the sixty (60) day

               period which starts on the date such statement is actually

               delivered to Executive;

 

               (f)  If (i) Executive gives the Compensation Committee the

          statement described in (S) 1.12(e)(i) before the end of the thirty

          (30) day period which immediately follows the end of the Protection

          Period and Executive thereafter resigns within the period described in

          (S) 1.12(e)(i) or (ii) SunTrust provides the statement to Executive

          described in (S) 1.12(e)(ii) before the end of the thirty (30) day

          period which immediately follows the end of the Protection Period and

          Executive thereafter resigns within the period described in (S)

          1.12(e)(ii), then (iii) such resignation shall be treated under this

          Agreement as if made in Executive's Protection Period; and

 

               (g)  If Executive consents in writing to any reduction described

          in (S) 1.12(a) or (S) 1.12(b), to any transfer described in (S)

          1.12(c) or to any failure described in (S) 1.12(d) in lieu of

          exercising Executive's right to resign for Good Reason and delivers

          such consent to SunTrust, the date such consent is delivered to

          SunTrust thereafter shall be treated under this definition as the date

          of a Change in Control for purposes of determining whether Executive

          subsequently has Good Reason under this Agreement to resign under (S)

          3(a) or (S) 3(f) as a result of any subsequent reduction described in

          (S) 1.12(a) or (S) 1.12(b), any subsequent transfer described in (S)

          1.12(c) or any subsequent failure described in (S) 1.12(d).

 

          1.13 Gross Up Payment.  The term "Gross Up Payment" for purposes of

               ----------------

this Agreement shall mean a payment to or on behalf of Executive which shall be

sufficient to pay (i) any excise tax described in (S) 9 in full, (ii) any

federal, state and local income tax and social security and other employment tax

on the payment made to pay such excise tax as well as any additional taxes on

such payment and (iii) any interest or penalties assessed by the Internal

Revenue Service on Executive which are related to the payment of such excise tax

unless such interest or penalties are attributable to Executive's willful

misconduct or negligence.

 

          1.14 Managerial Responsibilities.  The term "Managerial

               ---------------------------

Responsibilities" for purposes of this Agreement shall mean managerial and

supervisory responsibilities and duties that are substantially the same as those

Executive is performing for SunTrust or a SunTrust Affiliate on the date of this

Agreement.

 

          1.15 MIP.  The term "MIP" for purposes of this Agreement shall mean

               ---

the SunTrust Banks, Inc. Management Incentive Plan or, if there is any material

change

 

                                      -6-

<PAGE>

 

in the terms, operation or administration of such plan following a Change in

Control, any successor to such plan in which Executive is eligible to

participate and which provides an opportunity for a bonus for Executive which is

comparable to the opportunity which Executive had under such plan before such

Change in Control or, if Executive reasonably determines that there is no such

plan in which Executive is eligible to participate but SunTrust or a parent

corporation maintains a short term bonus plan for the benefit of senior

executives which provides for such an opportunity, such other plan as agreed to

by Executive and the Compensation Committee.

 

          1.16  Protection Period.  The term "Protection Period" for purposes of

                -----------------

this Agreement shall (subject to (S) 1.12(f)) mean the three (3) year period

which begins on a Change in Control Date.

 

          1.17  PUP.  The term "PUP" for purposes of this Agreement shall mean

                ---

the SunTrust Banks, Inc. Performance Unit Plan or, if there is any material

change in the terms, operation or administration of such plan following a Change

in Control, any successor to such plan in which Executive is eligible to

participate and which provides an opportunity for a bonus for Executive which is

comparable to the opportunity which Executive had under such plan before such

Change in Control or, if Executive reasonably determines that there is no such

plan in which Executive is eligible to participate but SunTrust or a parent

corporation maintains a long term bonus plan for the benefit of senior

executives which provides for such an opportunity, such other plan as agreed to

by Executive and the Compensation Committee.

 

          1.18  Restricted Period.  The term "Restricted Period" for purposes of

                -----------------

this Agreement shall mean the period which starts on the date Executive's

employment by SunTrust or a SunTrust Affiliate terminates under circumstances

which require SunTrust to make the payments and provide the benefits described

in (S) 3 and which ends on the earlier of (a)(i) the first anniversary of such

termination date for purposes of (S) 5 and (ii) the second anniversary of such

termination date for all other purposes under this Agreement, or (b) on the

first date following such a termination on which SunTrust either breaches any

obligation to Executive under (S) 3 or no longer has any obligation to Executive

under (S) 3.

 

          1.19  SunTrust.  The term "SunTrust" for purposes of this Agreement

                --------

shall mean SunTrust Banks, Inc. and any successor to SunTrust.

 

          1.20  SunTrust Affiliate.  The term "SunTrust Affiliate" for purposes

                ------------------

of this Agreement shall mean any corporation which is a subsidiary corporation

(within the meaning of (S) 424(f) of the Code) of SunTrust except a corporation

which has subsidiary corporation status under (S) 424(f) of the Code exclusively

as a result of SunTrust or a SunTrust Affiliate holding stock in such

corporation as a fiduciary with respect to any trust, estate, conservatorship,

guardianship or agency.

 

          1.21  Term.  The term "Term" for purposes of this Agreement shall mean

                ----

the period described in (S) 2(b).

 

                                      -7-

<PAGE>

 

          1.22  Territory.  The term "Territory" for purposes of this Agreement

                ---------

shall mean the states of Georgia, Florida, Alabama, Tennessee, Virginia,

Maryland and the District of Columbia, which are the states in which SunTrust

has significant operations on the date of this Agreement.

 

          1.23  Trade Secret.  The term "Trade Secret" for purposes of this

                ------------

Agreement shall mean information, including, but not limited to, technical or

nontechnical data, a formula, a pattern, a compilation, a program, a device, a

method, a technique, a drawing, a process, financial data, financial plans,

product plans, or a list of actual or potential customers or suppliers that:

 

                (a) derives economic value, actual or potential, from not being

          generally known to, and not being readily ascertainable by proper

          means by, other persons who can obtain economic value from its

          disclosure or use, and

 

                (b) is the subject of reasonable efforts by SunTrust or a

          SunTrust Affiliate to maintain its secrecy.

 

                                    (S) 2.

 

                            Effective Date and Term

                            -----------------------

 

                (a) Effective Date.  This Agreement shall be effective on the

                    --------------

          earlier of the date that

 

                    (1) SunTrust no longer can participate in any transaction

                which can be accounted for on the "pooling of interests" method

                under the requirements of Accounting Principles Board Opinion

                No. 16, Business Combinations without regard to whether this

                Agreement is effective on such date,

 

                    (2) a Change in Control cannot be accounted for on such

                "pooling of interests" method without regard to the date this

                Agreement becomes effective, or

 

                    (3) a Change in Control can be accounted for on such

                "pooling of interests" method without regard to whether this

                Agreement is effective on the date of such Change in Control;

 

          provided, this Agreement shall be effective at the end of the six (6)

          month period which starts on the date of this Agreement (even if

          neither (S) 2(1), (S) 2(2) nor (S) 2(3) is applicable) if SunTrust has

          not entered into a letter of intent or other written agreement to

          effect a Change in Control before the end of such period.

 

                                      -8-

<PAGE>

 

               (b)  Term.

                    ----

 

                    (1) The Term of this Agreement shall be the period which

               starts on the date on which this Agreement becomes effective

               under (S) 2(a) and ends (subject to (S) 2(b)(2) and (S) 2(b)(3))

               on the third anniversary of such effective date.

 

                    (2) The Term of this Agreement shall automatically be

               extended for one additional year effective as of the first

               anniversary of the date on which this Agreement becomes effective

               under (S) 2(a) and one additional year effective as of each such

               anniversary date thereafter unless either Executive or SunTrust

               delivers to the other person notice to the effect that there will

               be no such one year extension before the beginning of the 90 day

               period which ends on the anniversary date on which such automatic

               one year extension otherwise would have been effective.

 

                    (3) (A)  If Executive's Protection Period starts before the

               Term of this Agreement (as extended, if applicable, under (S)

               2(b)(2)) expires, the then Term of this Agreement shall

               automatically be extended until the expiration of such Protection

               Period.

 

                        (B)  If Executive's employment terminates during

               Executive's Protection Period under the circumstances described

               in (S) 3(a) or if Executive's employment terminates under the

               circumstances described in (S) 3(f) before the Term of this

               Agreement (as extended, if applicable, under (S) 2(b)(2))

               expires, the then Term of this Agreement shall automatically be

               extended until the earlier of (1) the date Executive agrees that

               all SunTrust's obligations to Executive under this Agreement have

               been satisfied in full or (B) the date a final determination is

               made pursuant to (S) 8 that SunTrust has no further obligations

               to Executive under this Agreement.

 

                                    (S) 3.

 

                           Compensation and Benefits

                           -------------------------

 

               (a)  General. If a Change in Control occurs during the Term of

                    -------

          this Agreement and

 

                    (1) SunTrust or a SunTrust Affiliate terminates Executive's

               employment without Cause during Executive's Protection Period or

 

                                      -9-

<PAGE>

 

                    (2)  Executive resigns for Good Reason during Executive's

               Protection Period, then:

 

                         (A) Cash Payment.  SunTrust shall pay Executive 3 times

                             ------------

                    Executive's Current Compensation Package in cash in a lump

                    sum within 30 days after the date Executive's employment so

                    terminates.

 

                         (B) Stock Options.  Each outstanding stock option

                             -------------

                    granted to Executive by SunTrust shall (subject to (S)

                    3(a)(2)(G)) immediately become fully vested and exercisable

                    on the date Executive's employment so terminates and

                    Executive shall be deemed to continue to be employed by

                    SunTrust for the period described in (S) 3(d) for purposes

                    of determining when Executive's right to exercise each such

                    option expires notwithstanding the terms of any plan or

                    agreement under which such option was granted.

 

                         (C) Restricted Stock.  Any restrictions on any

                             ----------------

                    outstanding restricted or performance stock grants to

                    Executive by SunTrust shall (subject to (S) 3(a)(2)(G))

                    immediately expire and Executive's right to such stock shall

                    be non-forfeitable notwithstanding the terms of any plan or

                    agreement under which such grants were made.

 

                         (D) Earned but Unpaid Salary, Bonus and Vacation.

                             --------------------------------------------

                    SunTrust shall promptly pay Executive any earned but unpaid

                    base salary and bonus, shall promptly pay Executive for any

                    earned but untaken vacation and shall promptly reimburse

                    Executive for any incurred but unreimbursed expenses which

                    are otherwise reimbursable under SunTrust's expense

                    reimbursement policy as in effect for senior executives

                    immediately before Executive's employment so terminates.

 

                         (E) MIP.  SunTrust shall pay Executive within 30 days

                             ---

                    after Executive's employment terminates a portion of

                    Executive's target bonus or, if greater, Executive's

                    projected bonus under the MIP for the calendar year in which

                    Executive's employment terminates, where (1) Executive's

                    projected bonus shall be no less than the bonus which would

                    have been projected under the projection procedures in

                    effect under the MIP on the date of the Change in Control

                    and (2) such portion shall be determined by multiplying such

                    target bonus or, if greater, such projected bonus by a

                    fraction, the numerator of which shall be the number of days

 

                                      -10-

<PAGE>

 

                    Executive is employed in such calendar year and the

                    denominator of which shall be the number of days in such

                    calendar year.

 

                         (F) PUP.  SunTrust shall pay Executive within 30 days

                             ---

                    after Executive's employment terminates a portion of

                    Executive's target bonus or, if greater, Executive's

                    projected bonus under the PUP for each performance cycle in

                    effect on the date Executive's employment terminates, where

                    (1) Executive's projected bonus shall be no less than the

                    bonus which would have been projected under the projection

                    procedures in effect under the PUP on the date of the Change

                    in Control and (2) such portion shall be determined by

                    multiplying such target bonus or, if greater, such projected

                    bonus by a fraction, the numerator of which shall be the

                    number of days Executive is employed in each such

                    performance cycle and the denominator of which shall be the

                    number of days in each such performance cycle.

 

                         (G) Pooling.  The provisions of (S) 3(a)(2)(B) and (S)

                             -------

                    3(a)(2)(C) shall be effective on the earlier of (1) the date

                    that SunTrust no longer can participate in any transaction

                    which can be accounted for on the "pooling of interests"

                    method under the requirements of Accounting Principles Board

                    Opinion No. 16, Business Combinations without regard to

                    whether these provisions are effective on such date, (2) the

                    date there is a Change in Control which can not be accounted

                    for on such "pooling of interests" method without regard to

                    the date these provisions become effective or (3) the date

                    there is a Change in Control which can be accounted for on

                    such "pooling of interests" method without regard to whether

                    these provisions are effective on the date of such Change in

                    Control; provided, these provisions shall be effective at

                    the end of the two (2) year period which starts on the date

                    of this Agreement (even if neither (S) 3(a)(2)(G)(1), (S)

                    3(a)(2)(G)(2) nor (S) 3(a)(2)(G)(3) is applicable) if

                    SunTrust has not entered into a letter of intent or other

                    written agreement to effect a Change in Control before the

                    end of such period.

 

               (b)  Continuing Benefit Coverage.  If Executive's employment

                    ---------------------------

          terminates under the circumstances described in (S) 3(a) or (S) 3(f),

          SunTrust or a SunTrust Affiliate from the date of such termination of

          Executive's employment until the end of Executive's Protection Period

          shall provide to Executive medical, dental and life insurance benefits

          which are similar in all material respects as those benefits provided

          under SunTrust's

 

                                      -11-

<PAGE>

 

          employee benefit plans, policies and programs to senior executives of

          SunTrust who have not terminated their employment. If SunTrust cannot

          provide such benefits under SunTrust's employee benefit plans,

          policies and programs, SunTrust either shall provide such benefits to

          Executive outside such plans, policies and programs at no additional

          expense or tax liability to Executive or shall reimburse Executive for

          Executive's cost to purchase such benefits and for any tax liability

          for such reimbursements.

 

               (c) No Interference with Vested Benefits.  If Executive's

                   ------------------------------------

          employment terminates under the circumstances described in (S) 3(a) or

          (S) 3(f), Executive shall have a right to any benefits under any

          employee benefit plan, policy or program maintained by SunTrust or any

          SunTrust Affiliate (other than the MIP, the PUP and the SunTrust

          Severance Pay Plan) which Executive had a right to receive under the

          terms of such employee benefit plan, policy or program after a

          termination of Executive's employment without regard to this

          Agreement.

 

               (d) Additional Age and Service Credit.  If Executive's employment

                   ---------------------------------

          terminates under the circumstances described in (S) 3(a) or (S) 3(f),

          Executive shall be deemed to have been employed by SunTrust throughout

          Executive's Protection Period for purposes of computing Executive's

          age and service credit on the date Executive's employment so

          terminates under any deferred compensation or welfare plan, policy or

          program (except a plan described in (S) 401 of the Code) maintained by

          SunTrust or a SunTrust Affiliate in which Executive is a participant

          and under which Executive's benefit, or eligibility for a benefit, is

          based in whole or in part on Executive's age or service or age and

          service, and Executive shall receive such age and service credit

          notwithstanding the terms of any such plan, policy or program.

 

               (e) No Increase in Other Benefits; No Other Severance Pay.  If

                   -----------------------------------------------------

          Executive's employment terminates under the circumstances described in

          (S) 3(a) or (S) 3(f), Executive waives Executive's right, if any, to

          have any payment made under this (S) 3 taken into account to increase

          the benefits otherwise payable to, or on behalf of, Executive under

          any employee benefit plan, policy or program, whether qualified or

          nonqualified, maintained by SunTrust or a SunTrust Affiliate and,

          further, waives Executive's right, if any, to the payment of severance

          pay under any severance pay plan, policy or program maintained by

          SunTrust or a SunTrust Affiliate subject to the condition that

          SunTrust not be relieved of any of its obligations to Executive under

          this (S) 3 pursuant to (S) 3(g) or (S) 3(h).

 

               (f) Termination in Anticipation of Change in Control Date.

                   -----------------------------------------------------

          Executive shall be treated under (S) 3(a) as if Executive's employment

          had been terminated without Cause or Executive had resigned for Good

 

                                      -12-

<PAGE>

 

          Reason during Executive's Protection Period if (1)(A) Executive's

          employment is terminated by SunTrust or a SunTrust Affiliate without

          Cause after a Change in Control but before the Change in Control Date

          which results from such Change in Control or (B) Executive resigns for

          Good Reason after a Change in Control but before the Change in Control

          Date which results from such Change in Control, (2) such Change in

          Control occurs on or after the date this Agreement becomes effective

          under (S) 2 and (3) there is a Change in Control Date which results

          from such Change in Control.

 

               (g) Death or Disability.  Executive agrees that SunTrust will

                   -------------------

          have no obligations to Executive under this (S) 3 if Executive's

          employment terminates exclusively as a result of Executive's death or

          Executive has a Disability Termination.

 

               (h) Release.  Executive agrees that SunTrust will have no

                   -------

          obligations to Executive under this (S) 3 until Executive executes the

          form of release which is attached as Exhibit A to this Agreement and,

          further, will have no further obligations to Executive under this (S)

          3 if Executive revokes such release.

 

                                     (S) 4

 

                                 Noncompetition

                                 --------------

 

               (a) No Competitive Activity.  Absent the Compensation Committee's

                   -----------------------

          written consent, Executive shall not, during the Restricted Period and

          within the Territory, engage in any Managerial Responsibilities, for

          or on behalf of, any corporation, partnership, venture, or other

          business entity that engages directly or indirectly in the Financial

          Services Business whether as an owner, partner, employee, agent,

          consultant, advisor, contractor, salesman, stockholder, investor,

          officer or director; provided, however, Executive may own up to five

          percent (5%) of the stock of a publicly traded company that engages in

          the Financial Services Business so long as Executive is only a passive

          investor and is not actively involved in such company in any way.

 

               (b) No Solicitation of Customers or Clients.  Executive shall not

                   ---------------------------------------

          during the Restricted Period solicit any customer or client of

          SunTrust or any SunTrust Affiliate with whom Executive had any

          material business contact during the two (2) year period which ends on

          the date Executive's employment by SunTrust or a SunTrust Affiliate

          terminates for the purpose of competing with SunTrust or any SunTrust

          Affiliate for any reason, either individually, or as an owner,

          partner, employee, agent, consultant, advisor, contractor, salesman,

          stockholder, investor, officer or director of, or

 

                                      -13-

<PAGE>

 

          service provider to, any corporation, partnership, venture or other

          business entity.

 

                                     (S) 5.

 

                           Antipirating of Employees

                           -------------------------

 

          Absent the Compensation Committee's written consent, Executive will

not during the Restricted Period solicit to employ on Executive's own behalf or

on behalf of any other person, firm or corporation, any person who was employed

by SunTrust or a SunTrust Affiliate during the term of Executive's employment by

SunTrust or a SunTrust Affiliate (whether or not such employee would commit a

breach of contract), and who has not ceased to be employed by SunTrust or a

SunTrust Affiliate for a period of at least one (1) year.

 

                                     (S) 6.

 

                   Trade Secrets and Confidential Information

                   ------------------------------------------

 

          Executive hereby agrees that Executive will hold in a fiduciary

capacity for the benefit of SunTrust and each SunTrust Affiliate, and will not

directly or indirectly use or disclose, any Trade Secret that Executive may have

acquired during the term of Executive's employment by SunTrust or a SunTrust

Affiliate for so long as such information remains a Trade Secret.

 

          Executive in addition agrees that during the Restricted Period

Executive will hold in a fiduciary capacity for the benefit of SunTrust and each

SunTrust Affiliate, and will not directly or indirectly use or disclose, any

Confidential or Proprietary Information that Executive may have acquired

(whether or not developed or compiled by Executive and whether or not Executive

was authorized to have access to such information) during the term of, in the

course of, or as a result of Executive's employment by SunTrust or a SunTrust

Affiliate.

 

                                     (S) 7.

 

          Reasonable and Necessary Restrictions and Non-Disparagement

          -----------------------------------------------------------

 

          Executive acknowledges that the restrictions, prohibitions and other

provisions set forth in this Agreement, including without limitation the

Territory and Restricted Period, are reasonable, fair and equitable in scope,

terms and duration; are necessary to protect the legitimate business interests

of SunTrust; and are a material inducement to SunTrust to enter into this

Agreement.  Executive covenants that Executive will not challenge the

enforceability of this Agreement nor will Executive raise any equitable defense

to its enforcement.  Further, Executive and SunTrust each agree not to knowingly

make false or materially misleading statements or disparaging comments about the

other during the Restricted Period.

 

                                      -14-

<PAGE>

 

                                     (S) 8.

 

                                  Arbitration

                                  -----------

 

          Any dispute, controversy or claim arising out of or relating to this

Agreement shall be determined by binding arbitration in accordance with Title 9

of the United States Code and the applicable set of arbitration rules of the

American Arbitration Association.  Judgment upon any award made in such

arbitration may be entered and enforced in any court of competent jurisdiction.

All statutes of limitation which would otherwise be applicable in a judicial

action brought by a party shall apply to any arbitration or reference proceeding

hereunder.  Neither SunTrust nor Executive shall appeal such award to or seek

review, modification, or vacation of such award in any court or regulatory

agency.  Unless otherwise agreed, venue for arbitration shall be in Atlanta,

Georgia.  All of Executive's reasonable costs and expenses incurred in

connection with such arbitration shall be paid in full by SunTrust promptly on

written demand from Executive, including the arbitrators' fees, administrative

fees, travel expenses, out-of-pocket expenses such as copying and telephone,

court costs, witness fees and attorneys' fees; provided, however, SunTrust shall

pay no more than $50,000 in attorneys' fees unless a higher figure is awarded in

the arbitration, in which event SunTrust shall pay the figure awarded in the

arbitration.

 

                                     (S) 9.

 

                                 Tax Protection

                                 --------------

 

          If SunTrust or SunTrust's independent accountants determine that any

payments and benefits called for under this Agreement together with any other

payments and benefits made available to Executive by SunTrust or a SunTrust

Affiliate will result in Executive being subject to an excise tax under (S) 4999

of the Code or if such an excise tax is assessed against Executive as a result

of any such payments and other benefits, SunTrust shall make a Gross Up Payment

to or on behalf of Executive as and when any such determination or assessment is

made, provided Executive takes such action (other than waiving Executive's right

to any payments or benefits) as SunTrust reasonably requests under the

circumstances to mitigate or challenge such tax.  Any determination under this

(S) 9 by SunTrust or SunTrust's independent accountants shall be made in

accordance with (S) 280G of the Code and any applicable related regulations

(whether proposed, temporary or final) and any related Internal Revenue Service

rulings and any related case law and, if SunTrust reasonably requests that

Executive take action to mitigate or challenge, or to mitigate and challenge,

any such tax or assessment (other than waiving Executive's right to any payment

or benefit) and Executive complies with such request, SunTrust shall provide

Executive with such information and such expert advice and assistance from

SunTrust's independent accountants, lawyers and other advisors as Executive may

reasonably request and

 

                                      -15-

<PAGE>

 

shall pay for all expenses incurred in effecting such compliance and any related

fines, penalties, interest and other assessments.

 

                                    (S) 10.

 

                            Miscellaneous Provisions

                            ------------------------

 

          10.1  Assignment.  This Agreement is for the personal services of

                ----------

Executive, and the rights and obligations of Executive under this Agreement are

not assignable in whole or in part by Executive without the prior written

consent of SunTrust.  This Agreement is assignable in whole or in part to any

successor to SunTrust.  However, if SunTrust as part of any Change in Control

transaction fails to assign SunTrust's obligations under this Agreement to

SunTrust's successor or such successor fails to expressly agree to such

assignment on or before the Change in Control Date, SunTrust on the Change in

Control Date shall (without any further action on the part of Executive) take

the action called for in (S) 3 of this Agreement as if Executive had been

terminated without Cause without regard to whether Executive's employment

actually has terminated.

 

          10.2  Governing Law.  This Agreement will be governed by and construed

                -------------

under the laws of the State of Georgia (without reference to the choice of law

principles thereof), except to the extent superseded by federal law.

 

          10.3  Counterparts.  This Agreement may be executed in counterparts,

                ------------

each of which will be deemed an original, but all of which together will

constitute one and the same instrument.

 

          10.4  Headings; References.  The headings and captions used in this

                --------------------

Agreement are used for convenience only and are not to be considered in

construing or interpreting this Agreement.  Any reference to a section ((S) )

shall be to a section ((S) ) of this Agreement unless there is an express

reference to a section ((S) ) of the Code or the Exchange Act, in which event

the reference shall be to the Code or to the Exchange Act, whichever is

applicable.

 

          10.5  Amendments and Waivers.  Except as otherwise specified in this

                ----------------------

Agreement, this Agreement may be amended, and the observance of any term of this

Agreement may be waived (either generally or in a particular instance and either

retroactively or prospectively), only with the written consent of SunTrust and

Executive.

 

          10.6  Severability.  Any provision of this Agreement held to be

                ------------

unenforceable under applicable law will be enforced to the maximum extent

possible, and the balance of this Agreement will remain in full force and

effect.

 

          10.7  Entire Agreement.  This Agreement constitutes the entire

                ----------------

understanding and agreement of SunTrust and Executive with respect to the

matters

 

                                      -16-

<PAGE>

 

contemplated in this Agreement, and supersedes all prior understandings and

agreements between SunTrust and Executive with respect to such transactions.

 

          10.8  Notices.  Any notice required hereunder to be given by either

                -------

SunTrust or Executive will be in writing and will be deemed effectively given

upon personal delivery to the party to be notified or five (5) days after

deposit with the United States Post Office by registered or certified mail,

postage prepaid, to the other party at the address set forth below or to such

other address as either party may from time to time designate by ten (10) days

advance written notice pursuant to this (S) 10.8.  All such written

communication will be directed as follows:

 

                         If to SunTrust:

 

                         SunTrust Banks, Inc.

                         Attention: Chief Executive Officer

                         303 Peachtree St., NE, 30/th/ Floor

                         Atlanta, GA 30308

 

                         If to Executive:

 

                         James M. Wells, III

                         30 Old Mill Road

                         Richmond, VA 23226

 

 

          10.9  Binding Effect.  This Agreement shall be for the benefit of, and

                --------------

shall be binding upon, SunTrust and Executive and their respective heirs,

personal representatives, legal representatives, successors and assigns,

subject, however, to the provisions in (S) 10.1 of this Agreement.

 

          10.10 Not an Employment Contract.  This Agreement is not an

                --------------------------

employment contract and shall not give Executive the right to continue in

employment by SunTrust or a SunTrust Affiliate for any period of time or from

time to time.  Moreover, this Agreement shall not adversely affect the right of

SunTrust or a SunTrust Affiliate to terminate Executive's employment with or

without cause at any time.

 

                                      -17-

<PAGE>

 

          IN WITNESS WHEREOF, SunTrust and Executive have entered into this

Agreement this ___ day of March, 2001, and such date shall be the date of this

Agreement.

 

 

SUNTRUST BANKS, INC.                      EXECUTIVE

 

 

By: /s/ Mary T. Steele                    /s/ James M. Wells, III

    -----------------------------         ------------------------------

    Mary T. Steele                        James M. Wells, III

 

Title: Senior Vice President and

       Human Resources Director

 

                                      -18-