2004 LTIP Plan Rules : STI

SUNTRUST BANKS, INC.

2004 STOCK PLAN

SECTION 1. BACKGROUND AND PURPOSE

The name of this Plan is the SunTrust Banks, Inc. 2004 Stock Plan. The
purpose of this Plan is to promote the interests of SunTrust and its
Subsidiaries through grants to Employees and Directors of Options to purchase
Stock, grants of Stock Appreciation Rights and grants of Restricted Stock and
Stock Units in order (1) to attract and retain Employees and Directors, (2) to
provide an additional incentive to each Employee and Director to work to
increase the value of Stock and (3) to provide each Employee and Director with a
stake in the future of SunTrust which corresponds to the stake of each of
SunTrust's shareholders.

SECTION 2. DEFINITIONS

Each term set forth in this Section 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 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 immediately following the consummation of such
transaction and (B) the number of shares of the common stock of such successor
or survivor corporation beneficially owned by the persons described in Section
2.2(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 Section 2.2(iv)(A) of the beneficially owned shares of
the successor or survivor corporation and the number described in 2.2(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 Section 2.2(iv)(A) immediately before
the consummation of such transaction.

2.3. Code -- means the Internal Revenue Code of 1986, as amended.

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2.4. Committee -- means a Committee of the Board to which the
responsibility to administer this Plan is delegated by the Board and which shall
consist of at least two members of the Board, each of whom shall be a
"non-employee director" within the meaning of Rule 16b-3 under the Exchange Act
and each of whom shall be (or be treated as) an "outside director" for purposes
of Section 162(m) of the Code.

2.5. Covered Employee -- means an Employee whom the Committee on the date
he or she is granted an Option, an SAR, Restricted Stock or Stock Units deems
likely to be a "covered employee" (within the meaning of Section 162(m) of the
Code) as of any date on or after the date of such grant.

2.6. Director -- means a member of the Board who is not an employee of
SunTrust or any Subsidiary or Parent Corporation.

2.7. Employee -- means a select employee of SunTrust or any Subsidiary
whose performance is, in the judgment of the Committee acting in its absolute
discretion, directly or indirectly material to the success of SunTrust or such
Subsidiary and who is not a Ten Percent Shareholder.

2.8. Exchange Act -- means the Securities Exchange Act of 1934, as
amended.

2.9. 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 in accordance with Section 2.9(1) for the
immediately preceding business day, or, if no newspaper or trade journal reports
such closing price, (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. If the closing price for a share of Stock is misquoted or
omitted by the applicable publication, the Committee shall directly solicit the
information from officials of the stock exchange or from other informed
independent market sources.

2.10. ISO -- means an Option granted under Section 7 of this Plan to
purchase Stock which is evidenced by an Option Agreement which provides that the
Option is intended to satisfy the requirements for an incentive stock option
under Section 422 of the Code.

2.11. NQO -- means an Option granted under Section 7 of this Plan to
purchase Stock which is evidenced by an Option Agreement which provides that the
Option shall not be treated as an incentive stock option under Section 422 of
the Code.

2.12. Option -- means an ISO or a NQO.

2.13. Option Agreement -- means the written agreement or instrument which
sets forth the terms of an Option granted to an Employee or Director under this
Plan.

2.14. 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.

2.15. Parent Corporation -- means any corporation which is a parent
corporation (within the meaning of Section 424(e) of the Code) of SunTrust.

2.16. Plan -- means this SunTrust Banks, Inc. 2004 Stock Plan, as amended
from time to time.

2.17. Predecessor Plan -- means the SunTrust Banks, Inc. 2000 Stock Plan
as in effect on the effective date of this Plan and as thereafter amended.

2.18. Restricted Stock -- means Stock granted to an Employee or Director
pursuant to Section 8 of this Plan.

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2.19. Rule 16b-3 -- means the exemption under Rule 16b-3 to Section 16(b)
of the Exchange Act or any successor to such rule.

2.20. Stock -- means the One Dollar ($1.00) par value common stock of
SunTrust.

2.21. Stock Agreement -- means the written agreement or instrument which
sets forth the terms of a Restricted Stock grant or Stock Unit grant to an
Employee or Director under this Plan.

2.22. Stock Appreciation Right or SAR -- means a right which is granted
pursuant to the terms of Section 7 of this Plan to the appreciation in the Fair
Market Value of a share of Stock in excess of the SAR Share Value for such a
share.

2.23. SAR Agreement -- means the written agreement or instrument which
sets forth the terms of a SAR granted to an Employee under this Plan.

2.24. SAR Share Value -- means the figure which is set forth in each SAR
Agreement and which is no less than the Fair Market Value of a share of Stock on
the date the related SAR is granted.

2.25. Stock Unit -- means a contractual right granted to an Employee or
Director pursuant to Section 8 to receive a cash payment based on the Fair
Market Value of the number of shares of Stock described in such grant.

2.26. Subsidiary -- means any corporation which is a subsidiary
corporation (within the meaning of Section 424(f) of the Code) of SunTrust
except a corporation which has subsidiary corporation status under Section
424(f) of the Code exclusively 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.

2.27. SunTrust -- means SunTrust Banks, Inc., a Georgia corporation, and
any successor to such corporation.

2.28. Ten Percent Shareholder -- means a person who owns (after taking
into account the attribution rules of Section 424(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.

SECTION 3. SHARES RESERVED UNDER PLAN

3.1. Shares. There shall (subject to Section 11) be reserved for issuance
under this Plan (a) 14,000,000 shares of Stock plus (b) the number of shares of
Stock which would remain available for issuance under the Predecessor Plan if
shares were issued on the effective date of this Plan sufficient to satisfy all
grants then outstanding under the Predecessor Plan plus (c) the number of shares
of Stock subject to grants under the Predecessor Plan which are outstanding on
the effective date of this Plan and which are forfeited or expire on or after
such effective date in accordance with the terms of such grants; provided,
however, only the shares of Stock described in Section 3.1(a) shall be issued in
connection with the exercise of ISOs and nothing in this Plan shall affect any
grants under the Predecessor Plan which are outstanding on the effective date of
this Plan until such time, if any, that any shares of Stock subject to such
grants are forfeited or grants respecting any shares of Stock expire on or after
such effective date in accordance with the terms of such grants.

3.2. Source of Shares. The shares of Stock described in Section 3.1 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 issued pursuant to a Restricted Stock
grant which are forfeited thereafter shall again become available for issuance
under this Plan, but any shares of Stock used to satisfy a withholding
obligation under Section 14.4 shall not again become available for issuance
under this Plan. The exercise of a SAR or a surrender right in an Option shall
reduce the number of shares available for issuance under this Plan only to the
extent of the shares of Stock, if any, actually issued upon such exercise.
Finally, if the Option Price of an Option is paid in whole or in part in shares
of Stock or if shares of Stock are tendered to SunTrust in satisfaction of any
condition to a grant of Restricted Stock, such shares thereafter shall be
treated the same as any other shares of Stock available for issuance under this
Plan.

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3.3. Use of Proceeds. The proceeds which SunTrust receives from the sale
of any shares of Stock under this Plan shall be used for general corporate
purposes and shall be added to the general funds of SunTrust.

3.4. Predecessor Plan. No grants shall be made under the Predecessor Plan
on or after the date this Plan becomes effective.

SECTION 4. EFFECTIVE DATE

This Plan shall be effective on the date the shareholders of SunTrust
(acting at a duly called meeting of such shareholders) approve the adoption of
this Plan.

SECTION 5. COMMITTEE

This Plan shall be administered by the Committee. Subject to the provisions
of this Plan (including Sections 11, 12, 13 and 14), the Committee shall have
the power, authority, and sole and exclusive discretion to construe, interpret
and administer this Plan, including without limitation, the power and authority
to make factual determinations relating to Plan grants and correct mistakes in
Option, SAR or Stock Agreements, and to take such other action in the
administration and operation of this Plan as the Committee deems equitable under
the circumstances. Such actions of the Committee shall be binding on SunTrust,
on each affected Employee and Director and on each other person directly or
indirectly affected by such action. The Committee may delegate such powers and
duties, whether ministerial or discretionary, as the Committee may deem
appropriate, including, but not limited to, authorizing the Committee's delegate
to execute agreements evidencing the grant of Options, SARs, Restricted Stock
and Stock Units or other documents on the Committee's behalf.

SECTION 6. ELIGIBILITY

Employees shall be eligible for the grant of Options, SARs, Restricted
Stock and Stock Units under this Plan. Directors shall be eligible for the grant
of Options, Restricted Stock and Stock Units under this Plan.

SECTION 7. OPTIONS AND SARs

7.1. Options. The Committee acting in its absolute discretion shall have
the right to grant Options to Employees and Directors under this Plan from time
to time to purchase shares of Stock, and Options may be granted for any reason
the Committee deems appropriate under the circumstances, including in lieu of
compensation otherwise payable in cash. 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. All Options granted to Directors
shall be NQOs.

7.2. $100,000 Limit. The aggregate Fair Market Value of ISOs granted to an
Employee under this Plan and incentive stock options granted to such Employee
under 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, 2004) 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 Section 7.2 in accordance with
Section 422(d) of the Code.

7.3. Share Limitations.

(a) Employees. An Employee may not be granted in any calendar year
Options, or SARs, or one or more Options and SARs in any combination which
in the aggregate relate to more than 250,000 shares of Stock.

(b) Directors. The Directors as a group may not over the life of this
Plan be issued in the aggregate more than 500,000 nonforfeitable shares of
Stock in connection with the exercise of Options and Restricted Stock
grants.

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7.4. Option Price and Exercise Period.

(a) 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. The Option Price shall be payable in
full upon the exercise of any Option. Except in accordance with the
provisions of Section 11 of this Plan, the Committee shall not, absent the
approval of SunTrust's shareholders, take any action, whether through
amendment, cancellation, replacement grants, or any other means, to reduce
the Option Price of any outstanding Options.

(b) 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 on or after the date
which is the tenth anniversary of the date such Option is granted. In the
discretion of the Committee, an Option Agreement may provide for the
exercise of an Option after the employment of an Employee or the status of
an individual as a Director has terminated for any reason whatsoever,
including death or disability.

7.5. Method of Exercise.

(a) Committee Rules. An Option may be exercised as provided in this
Section 7.5 pursuant to procedures (including, without limitation,
procedures restricting the frequency or method of exercise) as shall be
established by the Committee or its delegate from time to time for the
exercise of Options.

(b) Notice and Payment. An Option shall be exercised by delivering to
the Committee or its delegate during the period in which such Option is
exercisable, (1) written notice of exercise in a form acceptable to the
Committee indicating the specific number of shares of Stock subject to the
Option which are being exercised and (2) payment in full of the Option
Price for such specific number of shares. An Option Agreement, at the
discretion of the Committee, may provide for the payment of the Option
Price by any of the following means:

(1) in cash, electronic funds transfer or a check acceptable to the
Committee;

(2) in Stock which has been held by the Employee or Director for a
period acceptable to the Committee and which Stock is otherwise
acceptable to the Committee, provided that the Committee may impose
whatever restrictions it deems necessary or desirable with respect to
such method of payment;

(3) through a broker-facilitated cashless exercise procedure
acceptable to the Committee; or

(4) in any combination of the methods described in this Section
7.5(b) which is 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 stock certificate for such Stock is
delivered to the Committee or, if payment is effected through a certification of
ownership of Stock in lieu of a stock certificate, on the date the Option is
exercised.

(c) Restrictions. The Committee may from time to time establish
procedures for restricting the exercise of Options on any given date as the
result of excessive volume of exercise requests or any other problem in the
established system for processing Option exercise requests or for any other
reason the Committee or its delegate deems appropriate or necessary.

7.6. Nontransferability. Except to the extent the Committee deems
permissible under Section 422(b) of the Code and Rule 16b-3 and consistent with
the best interests of SunTrust, neither an Option granted under this Plan nor
any related surrender rights nor any SAR shall be transferable by an Employee or
a Director other than by will or by the laws of descent and distribution. Any
such Option grant and surrender rights under this Plan and any SAR granted under
this Plan shall be exercisable during an Employee's or Director's lifetime, as
the case may be, only by the Employee or the Director, provided that in the
event an Employee or Director is incapacitated and unable to exercise such
Employee's or Director's Option or SAR, such Employee's or Director's legal
guardian or legal representative whom the Committee (or its delegate) deems
appropriate based on all applicable facts and circumstances presented to the
Committee (or its
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delegate) may exercise such Employee's or Director's Option or SAR, in
accordance with the provisions of the Plan and the applicable Option Agreement
or SAR Agreement. The person or persons to whom an Option or a SAR is
transferred by will or by the laws of descent and distribution thereafter shall
be treated as the Employee or the Director under this Plan.

7.7. SARs and Surrender Rights.

(a) SARs. The Committee acting in its absolute discretion may grant an
Employee a SAR which will give the Employee the right to the appreciation
in one, or more than one, share of Stock, and any such appreciation shall
be measured from the related SAR Share Value. The Committee shall have the
right to make any such grant subject to such additional terms as the
Committee deems appropriate, and such terms shall be set forth in the
related SAR Agreement.

(b) Option Surrender Rights. The Committee acting in its absolute
discretion also may incorporate a provision in an Option Agreement to give
an Employee the right to surrender his or her Option in whole or in part in
lieu of the exercise (in whole or in part) of that Option to purchase Stock
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.

(c) Procedure. The exercise of a SAR or a surrender right in an Option
shall be effected by the delivery of the related SAR Agreement or Option
Agreement to the Committee (or to its delegate) together with a statement
signed by the Employee which specifies the number of shares of Stock as to
which the Employee, as appropriate, exercises his or her SAR or exercises
his or her right to surrender his or her Option and (at the Employee's
option) how he or she desires payment to be made with respect to such
shares.

(d) Payment. An Employee who exercises his or her SAR or right to
surrender his or her Option shall (to the extent consistent with an
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 exercise is
effected to (i) the number of shares of Stock with respect to which, as
applicable, the SAR or the surrender right is exercised times (ii) the
excess of the Fair Market Value of a share of Stock on such date over, as
applicable, the SAR Share Value for a share of Stock subject to the SAR or
the Option Price for a share of Stock subject to an Option. 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 Employee and
delivered to the Committee (or to its delegate) and (2) to forfeit an
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 Section 7.7 to come within an exemption
under Rule 16b-3. Any cash payment under this Section 7.7 shall be made
from SunTrust's general assets, and an Employee shall be no more than a
general and unsecured creditor of SunTrust with respect to such payment.

(e) Restrictions. Each SAR Agreement and each Option Agreement which
incorporates a provision to allow an Employee to surrender his or her
Option shall incorporate such additional restrictions on the exercise of
such SAR or surrender right as the Committee deems necessary to satisfy the
conditions to the exemption under Rule 16b-3.

SECTION 8. RESTRICTED STOCK AND STOCK UNITS

8.1. Committee Action.

(a) General. The Committee acting in its absolute discretion shall
have the right to grant Restricted Stock and Stock Units to Employees and
Directors under this Plan from time to time.

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(b) Limitations. Subject to the rules set forth in Section 3 and
Section 7.3(b), no more than 2,800,000 nonforfeitable shares of Stock shall
be issued pursuant to Restricted Stock grants, and no cash payments shall
be made with respect to more than 2,800,000 shares of Stock pursuant to
Stock Unit grants. In addition, no Restricted Stock grant may be made to an
Employee in any calendar year with respect to more than 100,000 shares of
Restricted Stock, and the Fair Market Value of the shares of Stock
described in any Stock Unit grant to any Employee shall not exceed
$1,000,000 on the date as of which the grant is made. Each Restricted Stock
grant and each Stock Unit grant shall be evidenced by a Stock Agreement,
and each Stock Agreement shall set forth the conditions, if any, which will
need to be timely satisfied before the grant will be effective and the
conditions, if any, under which the Employee's or Director's interest in
the related Stock or cash payment will be forfeited.

8.2. Conditions.

(a) Issuance Conditions for Restricted Stock. The Committee acting in
its absolute discretion may make the issuance of Restricted Stock to an
Employee or Director subject to the satisfaction of one, or more than one,
objective employment, performance or other grant condition (which may or
may not include performance criteria described in Section 8.2(c)) which the
Committee deems appropriate under the circumstances, and the related Stock
Agreement shall set forth each such condition and the deadline for
satisfying each such condition.

(b) Forfeiture Conditions for Restricted Stock and Stock Units. The
Committee may make Restricted Stock issued to an Employee or Director or
the cash otherwise payable under any Stock Unit grant subject to one, or
more than one, objective employment, performance or other forfeiture
condition (which may or may not include any performance goals described in
Section 8.2(c)) which the Committee acting in its absolute discretion deems
appropriate under the circumstances, and the related Stock Agreement shall
set forth each such forfeiture condition and the deadline for satisfying
each such forfeiture condition. An Employee's or Director's nonforfeitable
interest in the shares of Stock issued pursuant to a Restricted Stock grant
or the cash payment due under any Stock Unit grant shall depend on the
extent to which each such condition is timely satisfied. Each share of
Stock issued pursuant to a Restricted Stock grant shall again become
available under Section 3 if 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 Section 3 as of the date of
such failure. When a Stock certificate is issued for shares of Restricted
Stock, such certificate shall be issued subject to (i) the conditions, if
any, described in this Section 8.2(b) and Section 8.2(c) to, or for the
benefit of, the Employee or Director and (ii) a stock power in favor of
SunTrust in order for SunTrust to effect any forfeitures of such Restricted
Stock called for under this Section 8.2(b).

(c) Performance Goals.

(1) A performance goal is described in this Section 8.2(c) if such
goal relates to (i) SunTrust's return over capital costs or increases in
return over capital costs, (ii) SunTrust's total earnings or the growth
in such earnings, (iii) SunTrust's consolidated earnings or the growth
in such earnings, (iv) SunTrust's earnings per share or the growth in
such earnings, (v) SunTrust's net earnings or the growth in such
earnings, (vi) SunTrust's earnings before interest expense, taxes,
depreciation, amortization and other non-cash items or the growth in
such earnings, (vii) SunTrust's earnings before interest and taxes or
the growth in such earnings, (viii) SunTrust's consolidated net income
or the growth in such income, (ix) the value of SunTrust's Stock or the
growth in such value, (x) SunTrust's Stock price or the growth in such
price, (xi) SunTrust's return on assets or the growth on such return,
(xii) SunTrust's total shareholder return or the growth in such return,
(xiii) SunTrust's expenses or the reduction of expenses, (xiv)
SunTrust's sales growth, (xv) SunTrust's overhead ratios or changes in
such ratios, (xvi) SunTrust's expense-to-sales ratios or the changes in
such ratios, (xvii) SunTrust's economic value added or changes in such
value added, or (xviii) such other financial performance measures deemed
appropriate by the Committee. A performance goal described in this
Section 8.2(c)(1) may be set in any manner determined by the Committee,
including looking to achievement on an absolute or relative basis in
relation to peer

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groups or indexes, and may relate to SunTrust as a whole or one or more
operating units of SunTrust.

(2) When the Committee determines whether a performance goal has
been satisfied for any period, the Committee may exclude any or all
"extraordinary items" as determined under U.S. generally accepted
accounting principles and any other unusual or non-recurring items,
including, without limitation, the charges or costs associated with
restructurings of SunTrust, discontinued operations, and the cumulative
effects of accounting changes. The Committee may also adjust any
performance goal for a period as it deems equitable in recognition of
unusual or non-recurring events affecting SunTrust, changes in
applicable tax laws or accounting principles, or such other factors as
the Committee may determine (including, without limitation, any
adjustments that would result in SunTrust paying non-deductible
compensation to an Employee).

(3) If the Committee determines that a performance goal has been
satisfied and the satisfaction of such goal was intended to meet the
requirements of Section 162(m) of the Code, the Committee shall certify
that the goal has been satisfied in accordance with the requirements set
forth under such section of the Code.

8.3. Dividends and Voting Rights.

(a) Cash Dividends. Each Stock Agreement which evidences a Restricted
Stock grant shall state whether the Employee or Director shall have a right
to receive any cash dividends which are paid after any shares of Restricted
Stock are issued to him or to her and before the first day that the
Employee's or Director's interest in such Stock is forfeited completely or
becomes completely nonforfeitable. If such a Stock Agreement provides that
an Employee or Director has no right to receive a cash dividend when paid,
such agreement shall set forth the conditions, if any, under which the
Employee or Director will be eligible to receive one, or more than one,
payment in the future to compensate the Employee or Director for the fact
that he or she had no right to receive any cash dividends on his or her
Restricted Stock when such dividends were paid. If such a Stock Agreement
calls for any such payments to be made, SunTrust shall make such payments
from SunTrust's general assets, and the Employee or Director shall be no
more than a general and unsecured creditor of SunTrust with respect to such
payments. Unless otherwise set forth in the Stock Agreement which evidences
a Stock Unit grant, if a cash dividend is paid on the shares of Stock
described in a Stock Unit grant, such cash dividend shall be treated as
reinvested in shares of Stock and shall increase the number of shares of
Stock described in such Stock Unit grant.

(b) Stock Dividends. If a Stock dividend is declared on a share of
Restricted Stock, such Stock dividend shall be treated as part of the grant
of the related Restricted Stock, and an Employee's or Director'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. Unless otherwise set forth in
the Stock Agreement which evidences a Stock Unit grant, if a Stock dividend
is declared on any shares of Stock described in a Stock Unit grant, such
dividend shall increase the number of shares of Stock described in such
Stock Unit grant.

(c) Non-cash and Non-Stock Dividends. If a dividend is paid on a share
of Restricted Stock or on a share of Stock described in a Stock Unit grant
other than in cash or Stock, the disposition of such dividend with respect
to such Restricted Stock grant and the treatment of such dividend with
respect to such Stock Unit grant shall be effected in accordance with such
rules as the Committee shall adopt with respect to each such dividend.

(d) Voting Rights. An Employee or Director shall have the right to
vote shares of Restricted Stock which have been issued pursuant to Section
8.2(b) before his or her interest in such Stock has been forfeited or has
become nonforfeitable.

(e) Nontransferability. No Restricted Stock grant and no shares issued
pursuant to a Restricted Stock grant shall be transferable by an Employee
or a Director other than by will or by the laws of descent and distribution
before an Employee's or Director's interest in such shares have become

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completely nonforfeitable, and no interests in a Stock Unit grant shall be
transferable other than by will or the laws of descent and distribution
except as otherwise provided in the related Stock Agreement.

(f) Creditor Status. An Employee or a Director to whom a Stock Unit is
granted shall be no more than a general and unsecured creditor of SunTrust
with respect to any cash payment due under such grant.

8.4 Satisfaction of Forfeiture Conditions. A share of Stock shall cease to
be Restricted Stock at such time as an Employee's or Director's interest in such
Stock becomes nonforfeitable under this Plan, and the certificate representing
such share shall be reissued as soon as practicable thereafter without any
further restrictions related to Section 8.2(b) or Section 8.3 and shall be
transferred to the Employee or Director.

SECTION 9. SECURITIES REGISTRATION

Each Option Agreement, SAR Agreement and Stock Agreement shall provide
that, upon the receipt of shares of Stock as a result of the exercise of an
Option (or any related surrender right) or a SAR or the satisfaction of the
forfeiture conditions under a Stock Agreement for Restricted Stock, the Employee
or Director 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 an Employee or
Director under the Securities Act of 1933, as amended, 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 an Employee or Director;
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 an
Employee.

SECTION 10. LIFE OF PLAN

No Option or SAR or Restricted Stock or Stock Unit shall be granted under
this Plan on or after the earlier of

(1) the tenth anniversary of the date the Board adopts this Plan, in
which event this Plan otherwise thereafter shall continue in effect until
all outstanding Options (and any related surrender rights) and SARs have
been exercised in full or no longer are exercisable and all Restricted
Stock and Stock Unit grants under this Plan have been forfeited or the
forfeiture conditions on the related Stock or cash payments have been
satisfied in full, or

(2) the date on which all of the Stock reserved under Section 3 of
this Plan has (as a result of the exercise of all Options (and any related
surrender rights) and all SARs granted under this Plan and the satisfaction
of the forfeiture conditions on Restricted Stock) been issued or no longer
is available for use under this Plan and all cash payments due under any
Stock Unit grants have been paid or forfeited, in which event this Plan
also shall terminate on such date.

SECTION 11. ADJUSTMENT

11.1. Capital Structure. The number, kind or class (or any combination
thereof) of shares of Stock reserved under Section 3 of this Plan, the grant
limitations described in Section 7.3 and Section 8.1 of this Plan, the number,
kind or class (or any combination thereof) of shares of Stock subject to Options
or SARs granted under this Plan and the Option Price of such Options and the SAR
Share Value of such SARs as well as the number, kind or class of shares of Stock
subject to Restricted Stock grants and the number, kind or class of shares of
Stock described in Stock Unit grants under this Plan 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.

11.2. Mergers. The Board as part of any corporate transaction described in
Code Section 424(a) shall have the right to adjust (in any manner which the
Board in its discretion deems consistent with Code Section 424(a)) the number,
kind or class (or any combination thereof) of shares of Stock reserved under
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Section 3 of this Plan and the grant limitations described in Section 7.3 and
Section 8.1 of this Plan. Furthermore, the Board as part of any corporate
transaction described in Code Section 424(a) shall have the right to adjust (in
any manner which the Board in its discretion deems consistent with Code Section
424(a)) the number, kind or class (or any combination thereof) of shares of
Stock underlying any Restricted Stock and Stock Unit grants previously made
under this Plan and any related grant conditions and forfeiture conditions, and
the number, kind or class (or any combination thereof) of shares subject to
Option and SAR grants previously made under this Plan and the related Option
Price and SAR Share Value for each such Option and SAR, and, further, shall have
the right (in any manner which the Board in its discretion deems consistent with
Code Section 424(a) and without regard to the grant limitations described in
Section 7.3 or Section 8.1 of this Plan) to make Restricted Stock, Stock Unit,
Option and SAR grants to effect the assumption of, or the substitution for,
restricted stock, stock unit, option and stock appreciation right grants
previously made by any other corporation to the extent that such corporate
transaction calls for such substitution or assumption of such restricted stock,
stock unit, option or stock appreciation rights grants.

11.3. Fractional Shares. If any adjustment under this Section 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, SAR grants
and Restricted Stock grants shall be the next lower number of shares of Stock,
rounding all fractions downward. Any adjustment made under this Section 11 by
the Board shall be conclusive and binding on all affected persons.

SECTION 12. CHANGE IN CONTROL

If there is a Change in Control and the Board determines that no adequate
provision has been made as part of such Change in Control for either the
assumption of the Options, SARs, Restricted Stock and Stock Unit grants
outstanding under this Plan or for the granting of comparable, substitute stock
options, stock appreciation rights and restricted stock and stock unit grants,
(1) each outstanding Option and SAR 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 cancelled unilaterally by SunTrust in exchange for
the number of whole shares of Stock (and cash in lieu of a fractional share), if
any, which each Employee would have received if on the date set by the Board he
or she had exercised his or her SAR in full or if each Employee's and each
Director's Option included a right to surrender his or her outstanding Option in
full under Section 7.7 of this Plan and such Option had been surrendered in full
or (b) may be cancelled unilaterally by SunTrust if the Option Price or SAR
Share Value equals or exceeds the Fair Market Value of a share of Stock on such
date and (2) the conditions, if any, for the issuance of Restricted Stock and
the conditions, if any, for making nonforfeitable all outstanding Restricted
Stock grants and all Stock Unit grants may be deemed completely satisfied on the
date set by the Board.

SECTION 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 to the extent
such approval is required under applicable law, Code Section 422, Rule 16b-3 or
any applicable stock exchange rule. The Board also may suspend the granting of
Options, SARs, Restricted Stock and Stock Units under this Plan at any time and
may terminate this Plan at any time. The Board or the Committee shall have the
right to modify, amend or cancel (retroactively or prospectively) any Option,
SAR, Restricted Stock or Stock Unit granted before such suspension or
termination if (1) the Employee or Director consents in writing to such
modification, amendment or cancellation (except that in no case can Options be
repriced either by cancellation and regrant or by lowering the exercise price of
a previously granted award) or (2) there is a dissolution or liquidation of
SunTrust or a transaction described in Section 11 or Section 12 of this Plan.
Suspension or termination of the Plan shall not affect the Committee's ability
to exercise the powers granted to it with respect to Options, SARs or surrender
rights, Restricted Stock or Stock Units granted under this Plan prior to the
date of such suspension or termination.

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SECTION 14. MISCELLANEOUS

14.1. Shareholder Rights. No Employee or Director shall have any rights as
a shareholder of SunTrust as a result of the grant of an Option or a SAR under
this Plan or his or her exercise of such Option or SAR pending the actual
delivery of the Stock subject to such Option to such Employee or Director.
Subject to Section 8.4, an Employee's or Director's rights as a shareholder in
the shares of Stock related to a Restricted Stock grant which is effective shall
be set forth in the related Stock Agreement.

14.2. No Contract of Employment or Director Status. The grant of an
Option, SAR, Restricted Stock or Stock Unit to an Employee or a Director under
this Plan shall not constitute a contract of employment or an agreement to
continue his or her status as an Employee or a Director and shall not confer on
an Employee or Director any rights in addition to those rights, if any,
expressly set forth in the Option Agreement which evidences his or her Option,
the SAR Agreement which evidences his or her SAR or the Stock Agreement related
to his or her Restricted Stock or Stock Unit grant.

14.3. Share Retention Guidelines. Shares of Stock acquired by an Employee
under this Plan upon the exercise of an Option (or related surrender rights) or
SAR or upon a grant of Restricted Stock becoming nonforfeitable may be subject
to share retention guidelines established by SunTrust.

14.4. Withholding. The exercise of any Option or SAR granted under this
Plan and the acceptance of a Restricted Stock or Stock Unit grant shall
constitute an Employee's or Director's full and complete consent to whatever
action the Committee deems necessary to satisfy the minimum federal and state
tax withholding requirements, if any, which the Committee acting in its
discretion deems applicable to such exercise or such Restricted Stock or Stock
Unit grant. The Committee also shall have the right to provide in an Option
Agreement, SAR Agreement or Stock Agreement that an Employee or Director may
elect to satisfy minimum federal and state tax withholding requirements, if any,
through a reduction in the number of shares of Stock actually transferred, or
the cash payments to be made, 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.

14.5 Construction.

(a) Governing Law. This Plan shall be construed under the laws of the
State of Georgia (excluding its choice-of-law rules) to the extent not
superseded by federal law.

(b) Invalid Provisions. In the event any provision of this Plan shall
be held illegal or invalid for any reason, the illegality or invalidity
shall not affect the remaining parts of this Plan, and this Plan shall be
construed and enforced as if the illegal or invalid provision had not been
included.

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(c) Conflicts. In the event of a conflict between the terms of this
Plan and any Option Agreement, Stock Agreement or SAR Agreement, the terms
of the Plan shall prevail.