Amendment to National Commerce Financial Corporation Equity Investment Plan (SunTrust Banks, Inc. as Successor Sponsor)

Summary

This amendment updates the National Commerce Financial Corporation Equity Investment Plan following the merger of NCF into SunTrust Banks, Inc. As of October 1, 2004, SunTrust becomes the plan's primary sponsor. Effective December 31, 2004, the plan is frozen: no new participants can join, and no new deferrals or matching contributions will be accepted, though existing accounts will continue to be credited with earnings or losses. The amendment is executed by SunTrust's Human Resources Director and Assistant Corporate Secretary.

EX-10.3 6 file004.htm AMENDMENT TO NATIONAL COMMERCE EQUITY PLAN

  EXHIBIT 10.3 AMENDMENT TO THE NATIONAL COMMERCE FINANCIAL CORPORATION EQUITY INVESTMENT PLAN THIS AMENDMENT to the National Commerce Financial Corporation Equity Investment Plan, as amended and restated effective January 1, 2002 (the "Plan"), is made on this 31st day of December 2004, on behalf of the Primary Sponsor. W I T N E S S E T H: WHEREAS, SunTrust Banks, Inc. ("SunTrust"), as successor in interest to National Commerce Financial Corporation ("NCF"), became the Primary Sponsor of the Plan on October 1, 2004; and WHEREAS, pursuant to Section 13.1 of the Plan, the Plan Sponsor or any successor through action of its Board or its delegate may modify or amend or terminate the Plan; and WHEREAS, the Compensation Committee of the Board is responsible for oversight of the administration and operation of certain employee benefit plans; and WHEREAS, the Compensation Committee has delegated authority to the Human Resources Director and to the Benefits Plan Committee and the Deferral Committee to amend, terminate or merge employee benefit plans acquired in connection with a corporate merger or acquisition and the Human Resources Director has deemed it necessary and appropriate to amend the Plan to coordinate the NCF benefits with the benefits provided by SunTrust. NOW, THEREFORE BE IT RESOLVED that the Plan is amended and modified as set forth below, effective as of the close of business on December 31, 2004: The following paragraph is added to the end of the Introduction: Pursuant to the Agreement and Plan of Merger dated as of May 7, 2004, by and between National Commerce Financial Corporation ("NCF") and SunTrust Banks, Inc. ("SunTrust"), NCF was merged into and with SunTrust on October 1, 2004. As a result of such merger, SunTrust has succeeded to the responsibilities of NCF and has become the Primary Sponsor under the Plan. Accordingly, on and after October 1, 2004, each reference to the Primary Sponsor shall be a reference to SunTrust. Effective as of the close of business on December 31, 2004, the Plan is frozen as to new Participants and the Plan will not accept any new deferrals from existing Participants nor credit any Matching Contributions to Accounts pursuant to Section 3.3 (although the Plan will continue to credit accounts with earnings and losses on amounts deferred prior to January 1, 2005).  IN WITNESS WHEREOF, the Human Resources Director has executed this Amendment on this 31st day of December, 2004. ATTEST By: /s/ Mary Steele By: /s/ Margaret U. Hodson --------------------------- ---------------------------------- Title: Executive VP/HR Director Title: First V.P and Assistant Corporate Secretary 2