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                                                                     EXHIBIT 4.3




















                              SUNTRUST BANKS, INC.

                                   401(K) PLAN

















                              Amended and Restated
                            Effective January 1, 2002

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                        SUNTRUST BANKS, INC. 401(K) PLAN

                                  INTRODUCTION

SunTrust Banks, Inc. is the parent corporation in a controlled group that
currently includes various subsidiaries and affiliated companies. SunTrust
Banks, Inc. is sometimes referred to as the Company and/or the Plan sponsor. The
Company and its controlled group members that adopt the Plan are referred to as
Employers. SunTrust Banks, Inc. was formed as of July 1, 1985, with the merger
of Sun Banks, Inc. and Trust Company Bank (successor to Trust Company of
Georgia). The qualified defined contribution plans maintained by each company
were merged to form the SunTrust Banks, Inc. Employee Stock Ownership Plan (the
Plan), effective as of January 1, 1989. The Plan was renamed the SunTrust Banks,
Inc. 401(k) Plan effective January 1, 1993.

The plans that were merged to form this Plan include the following: (1) the Sun
Banks, Inc. SunShare Plan, effective July 1, 1984; (2) the Trust Company of
Georgia Incentive Compensation Plan, effective January 1, 1987; (3) the Third
National Corporation Thrift Plan, effective January 1, 1987; and (4) the Trust
Company of Georgia Tax-Credit Employee Stock Ownership Plan, effective January
1, 1985. This merged Plan was amended and restated effective as of January 1,
1990, January 1, 1993, and January 1, 1997.

Although the Plan is named as a 401(k) Plan and includes a cash-or-deferred
arrangement under Sections 401(k) and (m) of the Internal Revenue Code (the
Code), it has always been an Employee Stock Ownership Plan (ESOP) under Code
Sections 409 and 4975(e)(7), designed to invest primarily in employer stock. The
Plan has in fact always been invested primarily in employer stock.

Effective January 1, 2002, the Plan is converted to a designed-based safe harbor
plan that satisfies the ADP safe-harbor requirements set forth in Code Section
401(k)(12) with respect to elective deferrals, and the ACP safe-harbor
requirements set forth in Code Section 401(m)(11) with respect to matching
contributions. As a safe harbor plan, the Plan is exempt from nondiscrimination
testing and from the top-heavy rules. As an ESOP, the Plan continues to be
designed to invest primarily in Employer Stock. The primary purpose of the ESOP
is to provide participants with beneficial ownership of Employer Stock. A
secondary purpose of the ESOP is to serve as a potential means of corporate
finance. The Company may use the Plan to meet its


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general financing requirements, including capital growth and transfers in the
ownership of Employer Stock. The Plan may receive loans and other extensions of
credit to finance the acquisition of Employer Stock.

Effective January 1, 2002, the Plan is amended and restated to comply with the
Family and Medical Leave Act of 1993, the Uniformed Services Employment and
Reemployment Rights Act of 1994, the Small Business Jobs Protection Act a/k/a
the Pension Simplification Act of 1996, the Taxpayer Relief Act of 1997, the
Restructuring and Reform Act of 1998, and the Community Renewal Tax Relief Act
of 2000, and the Economic Growth and Tax Relief Reconciliation Act of 2001, as
of the effective dates stated in various Sections in the Plan that are affected
by these amendments.

Addendum A sets forth provisions that have been in effect for previous periods
of the Plan's history. Special provisions that affect the benefits of
Participants who work or worked for acquired or merged entities are described in
Addendum B. A listing of the adopting Employers is set forth in Addendum C. The
Addenda are integral parts of the Plan.

The rights of all employees who terminated employment with any Employer before
the effective dates of the various provisions in this amendment and restatement,
and their beneficiaries, will be governed by the Plan as in effect on the
employee's termination date, except that account balances of terminated
Participants will be administered and distributed in compliance with Plan
provisions and applicable law as in effect from time to time. Eligible employees
who are in active employment on or after the effective dates of the various
provisions in this January 1, 2002 restatement will be entitled to participate
in the Plan and receive benefits payable under the Plan as amended and restated.
The Plan fiduciaries will administer the Plan in accordance with applicable laws
enacted from time to time, and will effect operational compliance between the
effective dates of such laws and the corollary Plan amendment dates.

<PAGE>
                        SUNTRUST BANKS, INC. 401(K) PLAN

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                     PAGE
                                                                                     ----
<S>      <C>                                                                         <C>
ARTICLE 1  DEFINITIONS
         1.1      Accounts (also called Sources)                                      1
                  (a)   Employer Contribution Accounts                                1
                  (b)   Employee Contribution Account                                 2
         1.2      Acquisition Loan                                                    2
         1.3      After-Tax Account                                                   2
         1.4      Annual Addition                                                     2
         1.5      Before-Tax Account                                                  3
         1.6      Board                                                               3
         1.7      Catch-Up Contribution                                               3
         1.8      Code                                                                3
         1.9      Committee                                                           3
         1.10     Company                                                             3
         1.11     Compensation                                                        3
                  (a)   Contributions                                                 3
                  (b)   Deductibility of Employer Contributions                       4
                  (c)   Statutory Limit                                               4
         1.12     Contributions                                                       4
                  (a)   Employer Contributions (also called Matching Contributions,
                        and Safe Harbor Contributions)                                4
                  (b)   Employee Contributions                                        5
                  (c)   Rollover Contribution                                         5
         1.13     Controlled Group                                                    6
         1.14     Disability                                                          6
         1.15     Dollar Limit                                                        6
         1.16     Effective Date                                                      6
         1.17     Elective Contributions (also called Employee Contributions)         7
         1.18     Employee                                                            7
         1.19     Employee Contributions (also called Elective Contributions)         7
         1.20     Employee Contributions Accounts                                     7
         1.21     Employer                                                            7
         1.22     Employer Contributions (also called Matching Contributions
                  and Safe Harbor Contributions)                                      7
         1.23     Employer Contributions Accounts                                     7
         1.24     Employer Stock                                                      7
         1.25     Employer Stock Fund                                                 8
         1.26     Employment                                                          8
         1.27     Employment Date                                                     8
         1.28     ERISA                                                               8
         1.29     ESOP                                                                8
         1.30     Excess 402(g) Deferrals                                             8
         1.31     Fair Market Value                                                   9
         1.32     Financed Shares                                                     9
         1.33     HCE Group                                                           9
</TABLE>


                                       i
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<TABLE>
<S>      <C>      <C>                                                                <C>
         1.34     Highly Compensated Employee (HCE)                                    9
         1.35     Matching Account, or Employer Matching Account                       9
         1.36     Matching Contributions (also called Employer Contributions and
                  Safe Harbor Contributions)                                          10
         1.37     Merged Plan                                                         10
         1.38     NCE Group                                                           10
         1.39     Non-Highly Compensated Employee (NCE)                               10
         1.40     Non-Matching Account                                                10
         1.41     Participant                                                         10
         1.42     Plan                                                                10
         1.43     Plan Administrator                                                  10
         1.44     Plan Year                                                           10
         1.45     Rollover Contribution                                               10
         1.46     Safe Harbor Contributions (also called Matching Contributions and
                  Employer Contributions)                                             10
         1.47     Service Center                                                      11
         1.48     Share Units                                                         11
         1.49     Source (also called Accounts)                                       11
         1.50     Spouse                                                              11
         1.51     Suspense Account                                                    11
         1.52     Termination Date                                                    11
         1.53     Trust (or Trust Fund)                                               11
         1.54     Trustee                                                             12
         1.55     Valuation Date                                                      12


ARTICLE 2 ELIGIBILITY
         2.1      Eligibility                                                         13
         2.2      Participation Upon Reemployment                                     13
         2.3      Leased Employees and Independent Contractors                        13
         2.4      Adoption of the Plan by a Controlled Group Member                   14

ARTICLE 3 CONTRIBUTIONS
         3.1      Employee Elective Contributions and Catch-Up Contributions          15
                  (a)   Amount Permitted                                              15
                  (b)   Limitations on Amount                                         15
                  (c)   Special Pay                                                   15
                  (d)   Catch-Up Contributions                                        15
                  (e)   Make-up Contributions After Military Leave                    17
                  (f)   Vesting                                                       17
                  (g)   Initial Election to Contribute                                17
                  (h)   Modification                                                  18
                  (i)   Cessation                                                     19
                  (j)   Mistakes in Contributions                                     19
                  (k)   Committee Regulations                                         19
         3.2      Employer Matching Contributions                                     19
                  (a)   Matching Contribution                                         19
                  (b)   Opportunity to Maximize Matching Contributions                20
                  (c)   Make-Up Contributions After Military Leave                    20
                  (d)   Acquisition Loan Repayments                                   21
</TABLE>


                                       ii
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<TABLE>
<S>      <C>      <C>                                                                 <C>
                  (e)   Vesting                                                       21
                  (f)   Valuation of Share Units for Allocation Purposes              21
                  (g)   Exclusive Benefit of Participants                             21
                  (h)   Contributions Limited to Tax Deductible Amounts               21
                  (i)   Mistakes in Contributions                                     22
                  (j)   Return of Employer Contributions                              23
         3.3      Rollover Contributions                                              23
                  (a)   Eligible Rollover Distribution                                23
                  (b)   Rollover or Direct Plan Transfer                              24
                  (c)   Timing                                                        24
                  (d)   Required Information                                          24
                  (e)   Prohibited Rollovers and Transfers                            24
                  (f)   Refund of Prohibited Rollovers                                25
                  (g)   Reliance on Employee's Representations                        25
         3.4      Acquisition Loans                                                   25
                  (a)   Eligible Lenders                                              25
                  (b)   Loan Terms                                                    25
                  (c)   Repayment                                                     26
                  (d)   Collateral and Security                                       26
                  (e)   Suspense Account                                              26
                  (f)   Release of Financed Shares from Suspense Account              26
                  (g)   Default                                                       28
         3.5      Purchase and Sale of Employer Stock                                 28
         3.6      Payment to the Trustee                                              28
         3.7      Elective Account Transfers                                          28

ARTICLE 4  ALLOCATIONS
         4.1      Adjustments to Account Balances                                     30
                  (a)   Regular Valuation Dates                                       30
                  (b)   Administrative Fees                                           30
                  (c)   Dividends on Employer Stock                                   30
                  (d)   Valuations Binding                                            31
                  (e)   Statement of Account Balances                                 31
                  (f)   Mistakes in Account Balances                                  31
         4.2      Investment Elections                                                32
                  (a)   Investment Funds                                              32
                  (b)   Compliance with ERISA Section 404(c)                          32
                  (c)   Liquidity                                                     32
                  (d)   Investment Elections                                          33
                  (e)   Change in Investment Election                                 33
                  (f)   Insider Trading Rules                                         33
                  (g)   Diversification Elections                                     34
                  (h)   Reinvestment of Earnings                                      34
                  (i)   Investment Expenses                                           34
                  (j)   Special Election Rules                                        34
         4.3      Voting Rights                                                       34
         4.4      Tender Offers                                                       35
ARTICLE 5       IN-SERVICE WITHDRAWALS AND LOANS
         5.1      Withdrawals Without a Hardship                                      36
</TABLE>

                                      iii
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<TABLE>
<S>     <C>       <C>                                                                 <C>
                  (a)   Types of In-Service Withdrawals                               36
                  (b)   Available Amount                                              37
                  (c)   Order of Withdrawal from Accounts                             37
                  (d)   Pro Rata Withdrawals from Investment Funds                    37
                  (e)   Withdrawals of Money Purchase Plan Balances                   37
         5.2      Hardship Withdrawals                                                38
                  (a)   Available Amount                                              38
                  (b)   Immediate and Heavy Financial Need                            38
                  (c)   Withdrawal Necessary to Meet Need                             39
                  (d)   Nondiscrimination                                             40
                  (e)   Reliance on Participant's Representations                     40
         5.3      Loans                                                               40
                  (a)   Application and Eligibility                                   40
                  (b)   Available Amount                                              40
                  (c)   Order of Account Liquidation                                  41
                  (d)   Loan Origination Fees                                         41
                  (e)   Frequency of Loans                                            41
                  (f)   Interest                                                      41
                  (g)   Security                                                      41
                  (h)   Term                                                          42
                  (i)   Repayment                                                     42
                  (j)   Default                                                       42
                  (k)   Suspension of Repayments During Military Leave                43
                  (l)   Loans from Money Purchase Plan Balances                       43
         5.4      Direct Rollover                                                     43

ARTICLE 6 POST-EMPLOYMENT DISTRIBUTIONS
         6.1      Distribution Events                                                 44
                  (a)   Termination of Employment or Disability                       44
                  (b)   Death                                                         44
                  (c)   Employer-Initiated Transfer                                   44
                  (d)   Employee-Initiated Voluntary Direct Transfers (Change in
                        Employment Transfer)                                          44
                  (e)   Plan Termination                                              45
         6.2      Amount of Payment                                                   45
         6.3      Timing of Payment                                                   45
                  (a)   Payment to the Participant                                    46
                  (b)   Payment to a Beneficiary                                      46
         6.4      Forms of Payment                                                    46
                  (a)   Account Balance Over $5,000                                   46
                        (1)     Lump Sum                                              46
                        (2)     Installments                                          46
                  (b)   Account Balance Not Over $5,000                               47
         6.5      Medium of Payment                                                   47
         6.6      Required Distribution Rules                                         48
                  (a)   Participant's Required Beginning Date                         48
                  (b)   Participant's Death Before Required Beginning Date            48
                  (c)   Participant's Death After Required Beginning Date             49
                  (d)   Compliance with Code Section 401(a)(9)                        49
</TABLE>

                                       iv
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<TABLE>
<S>    <C>        <C>                                                                 <C>
       6.7         Beneficiary Designation                                            49
                  (a)   Procedure                                                     49
                  (b)   Waiver of Spouse's Rights                                     50
                  (c)   Payment to Minor or Incompetent Beneficiaries                 50
                  (d)   Disclaimer of Beneficiary Status                              51
                  (e)   Judicial Determination                                        51
       6.8        Payment to the Participant's Representative                         51
       6.9        Unclaimed Benefits                                                  51
       6.10       Direct Rollover                                                     51

ARTICLE 7  LIMITATIONS ON CONTRIBUTIONS
       7.1        Excess 402(g) Deferrals                                             53
                  (a)   Time of Distribution                                          53
                  (b)   Reporting Form                                                53
                  (c)   Order of Distributions                                        53
                  (d)   Inclusion in Annual Addition                                  54
                  (e)   Determination of Earnings                                     54
       7.2        Code Section 415 Limitation                                         54
                  (a)   Applicable Definitions                                        54
                  (b)   Excess Annual Addition                                        56
                  (c)   Combining of Plans                                            56
                  (d)   Compliance With Code Section 415                              56
       7.3        Top-Heavy Rules                                                     57

ARTICLE 8  AMENDMENT, TERMINATION AND MERGER
       8.1        Amendment                                                           58
                  (a)   Procedure                                                     58
                  (b)   Prohibited Amendments                                         58
                  (c)   Administrative Changes Without Plan Amendment                 58
       8.2        Termination of the Plan                                             59
                  (a)   Right to Terminate                                            59
                  (b)   Provision for Benefits Upon Plan Termination                  59
                  (c)   Surplus Reversion                                             59
       8.3        Plan Merger                                                         59

ARTICLE 9  ADMINISTRATION
       9.1        Allocation of Fiduciary Responsibilities                            61
                  (a)   Company                                                       61
                  (b)   Compensation Committee                                        61
                  (c)   The Committee                                                 61
                  (d)   The Trustee                                                   65
       9.2        Expenses                                                            65
       9.3        Indemnification                                                     65
       9.4        Claims Procedure                                                    66
                  (a)   Application for Benefits                                      66
                  (b)   Decision on Claim                                             66
                  (c)   Appeal                                                        66
                  (d)   Special Time Period for Committee Meetings                    67
                  (e)   Exhaustion of Administrative Remedies                         67
</TABLE>


                                       v
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<TABLE>
<S>     <C>                                                                           <C>
ARTICLE 10  MISCELLANEOUS
         10.1     Headings                                                            68
         10.2     Construction                                                        68
         10.3     Continued Qualification for Tax-Exempt Status                       68
         10.4     Nonalienation                                                       68
         10.5     No Employment Rights                                                69
         10.6     No Enlargement of Rights                                            69
         10.7     Withholding for Taxes                                               69
         10.8     Suspension of Transactions                                          69

ADDENDUM A      History of Revised Plan Provisions

ADDENDUM B      Acquired or Merged Entities

ADDENDUM C      Adopting Employers
</TABLE>


                                       vi
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                                    ARTICLE 1

                                   DEFINITIONS

As used in the Plan, the following words and phrases and any derivatives thereof
have the meanings set forth below unless the context clearly indicates
otherwise. Definitions of other words and phrases are set forth throughout the
Plan. Section references indicate sections of the Plan unless otherwise stated.
The masculine pronoun includes the feminine, and the singular number includes
the plural and the plural the singular, whenever applicable.

1.1      ACCOUNTS (ALSO CALLED SOURCES) means the records the Committee
         maintains to record the Contributions and attributable
         gains/losses/expenses allocated to each Participant, and withdrawals
         and distributions, for accounting purposes only. The Committee will not
         segregate Plan assets among Accounts.

         (a)      EMPLOYER CONTRIBUTION ACCOUNTS means one or more of the
                  following Accounts, which are funded from the Employers'
                  general treasuries and are fully vested at all times:

                  (1)      MATCHING ACCOUNT means the Account to record Matching
                           Contributions allocated to the Participant under
                           Section 3.2, which are invested in the Employer Stock
                           Fund. After each Participant reaches age 55, he may
                           elect to diversify the investment of his Matching
                           Account balance into other investment funds, under
                           Subsection 4.2(g).

                  (2)      NON-MATCHING ACCOUNT means the Account to record the
                           balance transferred to this Plan on the Participant's
                           behalf, as a result of the merger of the Sun Banks,
                           Inc. Employee Stock Ownership Plan and the Trust
                           Company of Georgia Tax-Credit Employee Stock
                           Ownership Plan, or any other merger.

                  (3)      MERGED PLAN ACCOUNT (OR PRIOR EMPLOYER ACCOUNT) means
                           an Account that was transferred to this Plan as part
                           of a Merged Plan and that was funded with Employer
                           Contributions.


                                       1
<PAGE>

         (b)      EMPLOYEE CONTRIBUTION ACCOUNT means one of more of the
                  following Accounts, which are funded by Employee
                  Contributions, and are fully vested at all times.

                  (1)      BEFORE-TAX ACCOUNT means an Account to record the
                           Elective Contributions that the Participant makes on
                           a before-tax basis under Section 3.1, between 1
                           percent and 15 percent of his Compensation. The
                           Before-Tax Account also will record the Catch-Up
                           Contributions made by eligible Participants (age 50
                           or older) under Subsection 3.1(d).

                  (2)      AFTER-TAX ACCOUNT means an Account to record the
                           amounts that the Participant previously contributed
                           on an after-tax basis to a Merged Plan. This Plan
                           does not permit after-tax contributions.

                  (3)      ROLLOVER CONTRIBUTION ACCOUNT means an Account to
                           record the before-tax amounts that the Participant
                           rolled over to this Plan from another qualified
                           retirement plan or conduit individual retirement
                           account under Section 3.3.

1.2      ACQUISITION LOAN means a loan or other extension of credit to the Plan
         or to the Company on behalf of the Plan, the proceeds of which are used
         only to purchase Employer Stock or to repay a previous Acquisition
         Loan.

1.3      AFTER-TAX ACCOUNT. See Subsection 1.1(b)(2).

1.4.     ANNUAL ADDITION means the sum of all Contributions allocated to a
         Participant's Accounts for a Plan Year, which cannot exceed the lesser
         of $40,000 (as indexed in $1,000 increments under Code Section 415), or
         100 percent of his Compensation for the year. See Subsection 7.2(a).

1.5.     BEFORE-TAX ACCOUNT. See Subsection 1.1(b)(1).

1.6.     BOARD means the Board of Directors of the Company, or where applicable,
         the Executive Committee of the Board.

1.7      CATCH-UP CONTRIBUTION. See Subsection 1.12(b)(2).


                                       2
<PAGE>

1.8      CODE means the Internal Revenue Code of 1986 as amended from time to
         time, and regulations and rulings issued under the Code.

1.9      COMMITTEE means the Plan Committee, which serves as the named fiduciary
         and the Plan Administrator, and has primary responsibility for
         administering the Plan under Article 9.

1.10     COMPANY means SunTrust Banks, Inc.

1.11     COMPENSATION. Compensation has the following meanings for the following
         purposes, and is intended to be a safe-harbor definition under Code
         Section 414(s).

         (a)      CONTRIBUTIONS. For purposes of determining the percentages
                  that each Participant can contribute, Compensation means the
                  basic earnings (calculated monthly, weekly or hourly, as
                  applicable) paid by an Employer to an Employee, PLUS (1) shift
                  differentials; (2) compensation classified on his Employer's
                  payroll as vacation pay or sick pay; (3) draw for a commission
                  Employee; (4) overtime pay; (5) certain bonuses, commissions,
                  and incentive pay as determined from time to time by the Board
                  or the Compensation Committee; and (6) salary reduction
                  contributions under Code Sections 401(k), 125 (flexible
                  benefits), and/or 132(f) (parking, effective January 1, 1999).
                  Compensation EXCLUDES (1) other forms of extra compensation;
                  (2) Employer payments for group insurance; (3) payments under
                  this Plan and any other qualified or non-qualified deferred
                  compensation plan; (4) income arising from stock options,
                  stock awards and stock appreciation rights; (5) fringe
                  benefits (except qualified transportation fringe benefits
                  under Code Section 132(f)); (6) expense reimbursements; (7)
                  payments under an Employer's long-term disability plan; and
                  (8) other forms of indirect payments. Compensation for the
                  Participant who enters the Plan after the beginning of a Plan
                  Year includes only amounts earned after he enters the Plan.

         (b)      DEDUCTIBILITY OF EMPLOYER CONTRIBUTIONS. See Subsection
                  3.2(h)(2) for the adjustments in Compensation used to
                  determine the deductibility of Employer Contributions.


                                       3
<PAGE>

         (c)      STATUTORY LIMIT. Effective for the 2002 Plan Year, each
                  Participant's Compensation taken into account for all purposes
                  under the Plan is limited to $200,000 (as indexed in $5,000
                  increments under Code Section 401(a)(17)) for each Plan Year.
                  For purposes of Employee Contributions and Matching
                  Contributions, the Plan will not apply the statutory limit on
                  a payroll period basis but rather will apply the limit on a
                  Plan Year basis, in a manner that prevents each Participant
                  from exceeding the Code Sections 402(g) and 415 limits and the
                  Plan's Employee Contribution percentage limit for each Plan
                  Year. The Plan will not prorate the statutory limit on
                  Compensation for any Participant who participates in the Plan
                  for less than a full Plan Year. See Addendum A for the
                  statutory limits in effect before the 2002 Plan Year.

1.12     CONTRIBUTIONS. The Trustee will accept the following Contributions to
         the Plan:

         (a)      EMPLOYER CONTRIBUTIONS (ALSO CALLED MATCHING CONTRIBUTIONS,
                  AND SAFE HARBOR CONTRIBUTIONS), means contributions made by
                  the Employers for each payroll period, in an amount equal to
                  100 percent of the first 3 percentage points, and 50 percent
                  of the next 2 percentage points, of Employee Contributions
                  made by each Participant for each payroll period in each Plan
                  Year. These percentages are designed to comply with the ADP
                  and ACP safe harbor requirements set forth in Code Sections
                  401(k)(12) and 401(m)(11), and may be changed to the extent
                  necessary to comply with those requirements as in existence
                  from time to time. The Employers may contribute shares of
                  Employer Stock, and/or cash to purchase Employer Stock, and/or
                  may have shares of Employer Stock released from the Suspense
                  Account under Subsection 3.4(f). If a Contribution is made in
                  shares of Employer Stock, the shares will have a Fair Market
                  Value equal to the amount that would be contributed if cash
                  were used. For Plan Years when the Committee considers it
                  necessary to facilitate administration of the safe harbor
                  requirements under Code Sections 401(k)(12) and 401(m)(11),
                  the Committee may direct the Employers to make true-up
                  Matching Contributions for each Participant whose deferral
                  pattern during the Plan Year caused him to receive allocations
                  of Matching Contributions during the Plan Year in an amount
                  less than the maximum amount permitted under the terms of the
                  Plan.



                                       4
<PAGE>

         (b)      EMPLOYEE CONTRIBUTIONS.

                  (1)      ELECTIVE CONTRIBUTIONS, ALSO CALLED 401(K)
                           CONTRIBUTIONS, means the amounts that each
                           Participant elects to contribute on a before-tax
                           basis under Section 3.1, between 1 percent and 15
                           percent of Compensation for each payroll period in
                           each Plan Year. These percentage limits are designed
                           to comply with the ADP safe harbor requirements set
                           forth in Code Section 401(k)(12), and may be changed
                           to the extent necessary to comply with those
                           requirements as in existence from time to time.

                  (2)      CATCH-UP CONTRIBUTIONS means the additional Elective
                           Contributions elected by the age-50 Participant who
                           has met the eligibility requirements under Subsection
                           3.1(d), the amount of which is limited to the annual
                           dollar amount specified in Subsection 3.1(d), and
                           which is excluded from the annual percentage limit
                           under Subsection 3.1(a), the Dollar Limit under
                           Section 7.1, and the Code Section 415 Annual Addition
                           under Section 7.2.

         (c)      ROLLOVER CONTRIBUTION means an amount transferred to this Plan
                  from another qualified retirement plan or conduit individual
                  retirement account, under Section 3.3.

1.13     CONTROLLED GROUP means the Company and each member of the group of
         corporations or entities that is under at least 80 percent common
         control by or with the Company, within the meaning of Code Sections
         414(b) and (c) (i.e., common ownership of stock having more than 80
         percent of the total combined voting power of all classes of stock
         entitled to vote, or more than 80 percent of the total value of shares
         of all classes of stock), or is a member of an affiliated service group
         within the meaning of Code Section 414(m), or is an entity that is
         required to be aggregated with the Company under Code Section 414(o).

1.14     DISABILITY means a medically determinable physical or mental impairment
         that has disabled the Participant from engaging in substantial gainful
         activity as defined in the Long-Term Disability Plan provisions under
         the SunTrust Banks, Inc. Employee Benefit Plan (the LTD Plan), which is
         reasonably expected to result in death or to be of long continued and
         indefinite duration, and which meets the qualification requirements for
         long-term disability benefits under the LTD Plan.


                                       5
<PAGE>

1.15     DOLLAR LIMIT means the maximum dollar amount that any Participant can
         contribute for any Plan Year under Code Section 402(g), which amount
         will be $11,000 for 2002, and will be indexed annually in $1,000
         increments until 2006, $12,000 for 2003, $13,000 for 2004, $14,000 for
         2005 and $15,000 for 2006, and thereafter will be indexed to the CPI in
         $500 increments.

1.16     EFFECTIVE DATE means (a) July 1, 1984 for the Prior Plan named the Sun
         Banks, Inc. SunShare Plan, (b) January 1, 1985 for the Prior Plan named
         the Trust Company of Georgia Tax-Credit Employee Stock Ownership Plan,
         (c) January 1, 1987 for the Prior Plan named the Trust Company of
         Georgia Incentive Compensation Plan, and (d) January 1, 1987 for the
         Prior Plan named the Third National Corporation Thrift Plan. January 1,
         1989 is the Effective Date of the merger of the Prior Plans to form
         this Plan. The merged Plan was amended and restated effective as of
         January 1, 1990, January 1, 1993, and January 1, 1997. The Effective
         Date of this amendment and restatement is January 1, 2002, except that
         certain amendments are effective as of other dates stated within the
         affected Sections.

1.17     ELECTIVE CONTRIBUTIONS (ALSO CALLED EMPLOYEE CONTRIBUTIONS). See
         Subsection 1.12(b).

1.18     EMPLOYEE means, for purposes of eligibility to participate in this
         Plan, an individual (a) who is employed by an Employer as a common-law
         employee and is classified as full-time regular, part-time, or on-call;
         and (b) who has FICA taxes withheld by an Employer. The group of
         eligible Employees exclude: (a) those who are classified on an
         Employer's payroll as prime-time or temporary; (b) members of a unit of
         employees covered by a collective bargaining agreement between an
         employee representative and an Employer, unless otherwise provided in
         the agreement or agreed to by the Employer and the union; (c) leased
         employees as defined under Code Section 414(n); and (d) individuals
         designated as independent contractors (even if a court or
         administrative agency determines that such individuals are common-law
         employees). No individual will be treated as an Employee for any period
         of service with an Employer before it became a Controlled Group Member.
         If an Employer or any governmental entity reclassifies an individual
         who had been classified as not being an eligible Employee, such
         reclassification will be prospective only, except to the extent the
         Employer expressly applies the reclassification retroactively.



                                      6
<PAGE>

1.19     EMPLOYEE CONTRIBUTIONS (ALSO CALLED ELECTIVE CONTRIBUTIONS). See
         Subsection 1.12(b).

1.20     EMPLOYEE CONTRIBUTIONS ACCOUNTS. See Subsection 1.1(b).

1.21     EMPLOYER means the Company and each Controlled Group member that adopts
         the Plan. The Employers that have adopted this Plan are listed in
         Addendum C.

1.22     EMPLOYER CONTRIBUTIONS (ALSO CALLED MATCHING CONTRIBUTIONS AND SAFE
         HARBOR CONTRIBUTIONS). See Subsection 1.12(a).

1.23     EMPLOYER CONTRIBUTION ACCOUNTS. See Subsection 1.1(a).

1.24     EMPLOYER STOCK means common stock of the Company that is readily
         tradable on an established securities market. Employer Stock may
         include treasury shares and noncallable preferred stock that is
         convertible into common stock at any time and at a reasonable price.
         Preferred stock will be treated as noncallable if there is a reasonable
         opportunity for conversion after a call. All shares of preferred stock
         will have voting rights equal to the stock into which they can be
         converted.

1.25     EMPLOYER STOCK FUND means the unitized fund managed by the Trustee,
         which holds shares of Employer Stock and cash and/or cash equivalents.
         The recordkeeper allocates units of the Employer Stock Fund, called
         SHARE UNITS, based on the Fair Market Value of the shares and the cash
         and cash equivalents in that Fund on the allocation date. The fact that
         cash and cash equivalents are held in the Employer Stock Fund causes
         each Share Unit to have a different value than a share of Employer
         Stock at any given time.

1.26     EMPLOYMENT means the period during which an individual is employed by
         an Employer, whether or not in a classification that is eligible to
         participate in the Plan.

1.27     EMPLOYMENT DATE means the date on which the Employee first earns
         Compensation. If an Employee worked for a Controlled Group member
         immediately before he transferred to an adopting Employer, the Plan
         grants credit for eligibility for his pre-transfer service.


                                       7
<PAGE>

1.28     ERISA means the Employee Retirement Income Security Act of 1974, as
         amended from time to time, and regulations and rulings under ERISA.

1.29     ESOP means this Plan, which is an employee stock ownership plan under
         Code Sections 401(a) and 4975(e)(7), designed to invest primarily in
         qualifying employer securities. The entire Plan is an ESOP with Code
         Section 401(k) features.

1.30     EXCESS 402(g) DEFERRALS means the total annual amount of Employee
         Contributions that any Participant makes under this Plan, plus his
         elective contributions under any other qualified plan, simplified
         employee pension, simple retirement account, and/or Code Section 403(b)
         plan (within the meaning of Code Section 402(g)) for any Plan Year,
         which in the aggregate exceeds the indexed Dollar Limit in effect for
         each Plan Year ($11,000 for the 2002 Plan Year).

1.31     FAIR MARKET VALUE means, with respect to Employer Stock, the closing
         price for which the shares traded on the New York Stock Exchange as of
         the date of determination. If Employer Stock is not traded on the date
         of determination, Fair Market Value is determined on the most recent
         day before the date of determination when such shares were traded on
         the New York Stock Exchange. With respect to each other fund in which
         Account balances are invested, Fair Market Value means the closing
         price for which fund shares traded on the applicable exchange or in the
         applicable market as of the date of determination or the most recent
         day before the date of determination when such shares were traded.

1.32     FINANCED SHARES means Shares of Employer Stock acquired with the
         proceeds of an Acquisition Loan, which may or may not be encumbered by
         the terms of the Loan.

1.33     HCE GROUP. The entire group of Employees who are Highly Compensated
         Employees (HCEs) for the Plan Year.

1.34     HIGHLY COMPENSATED EMPLOYEE (HCE) means (a) each Employee who was a
         5-percent owner of any Employer at any time during the current or
         preceding Plan Year; and (b) each Employee who earned at least $80,000
         (indexed under Code Section 415(d)) during the preceding Plan Year and
         was in the top-paid 20 percent of all Employees, based on


                                       8
<PAGE>

         Compensation. The Plan will determine top-paid group by including all
         common-law employees in the Controlled Group. To determine the number
         (but not the identity) of Employees in the top-paid group, the Plan may
         exclude Employees who either: (a) are under age 21; (b) have fewer than
         6 months of Employment; (c) normally work fewer than 17-1/2 hours per
         week; (d) normally work no more than 6 months per Plan Year; (e) are
         included in a collective bargaining unit; or (f) are nonresident aliens
         with no U.S. source income.

1.35     MATCHING ACCOUNT, OR EMPLOYER MATCHING ACCOUNT. See Subsection
         1.1(a)(1).

1.36     MATCHING CONTRIBUTIONS (ALSO CALLED EMPLOYER CONTRIBUTIONS AND SAFE
         HARBOR CONTRIBUTIONS). See Subsection 1.12(a)(1).

1.37     MERGED PLAN means a qualified defined contribution plan that was
         maintained by an Employer before the plan was merged into this Plan.
         The provisions of each Merged Plan that are grandfathered under this
         Plan are described in Addendum B.

1.38     NCE GROUP means the entire group of Employees who are Nonhighly
         Compensated Employees (NCEs) for the Plan Year.

1.39     NON-HIGHLY COMPENSATED EMPLOYEE (NCE) means an Employee who is not
         within the HCE Group for the Plan Year.

1.40     NON-MATCHING ACCOUNT. See Subsection 1.1(a)(2).

1.41     PARTICIPANT means an Employee who is participating in the Plan under
         Section 2.1. A Participant will retain his status as an active
         Participant so long as he receives Compensation from which he makes
         Employee Contributions.

1.42     PLAN means the SunTrust Banks, Inc. 401(k) Plan as set forth in this
         document and as amended from time to time. The entire Plan is an ESOP
         with Code Section 401(k) features.

1.43     PLAN ADMINISTRATOR means the Committee.


                                       9
<PAGE>
1.44     PLAN YEAR means the calendar year.

1.45     ROLLOVER CONTRIBUTION. See Subsection 1.12(c).

1.46     SAFE HARBOR CONTRIBUTIONS (ALSO CALLED MATCHING CONTRIBUTIONS AND
         EMPLOYER CONTRIBUTIONS) means the Employer Matching Contributions
         described in Sections 1.12 and 3.2, which are designed to comply with
         Code Sections 401(k)(12) and 401(m)(11) and to qualify the Plan for an
         exemption from nondiscrimination testing under Code Sections 401(k)(3)
         and 401(m)(2), i.e. the ADP and ACP tests.

1.47     SERVICE CENTER means the SunTrust Benefits Service Center (commonly
         referred to as BENE), which is available for Participants and
         beneficiaries to use to make their deferral and investment elections
         and modifications, to request in-service withdrawals and loans, and to
         request post-Employment distributions.

1.48     SHARE UNITS. See Subsection 1.25.

1.49     SOURCE (ALSO CALLED ACCOUNTS). See Subsection 1.1.

1.50     SPOUSE means the person to whom the Participant is legally married. The
         surviving Spouse is the person to whom the Participant has been legally
         married throughout the one-year period ending on his date of death; the
         one-year marriage requirement is rescinded effective July 1, 2001. In
         the event of a dispute, Spousal status will be determined in accordance
         with applicable laws of the Participant's state of domicile. The
         surviving Spouse is sometimes referred to as a beneficiary.

1.51     SUSPENSE ACCOUNT means the separate bookkeeping account to hold the
         Financed Shares acquired with each Acquisition Loan until they are
         released as described in Subsection 3.4(f), and the dividends paid on
         such Shares until the dividends are either released or used to repay
         the Acquisition Loan.


                                       10
<PAGE>

1.52     TERMINATION DATE means the date the Employee quits, retires, is
         discharged or dies. For purposes of distributing Account balances under
         Article 6, the Termination Date will not occur until the Participant
         has terminated from all Controlled Group members.

1.53     TRUST (OR TRUST FUND) means the fund maintained under the trust
         agreement executed between the Company and the Trustee, as amended from
         time to time, which constitutes a part of this Plan.

1.54     TRUSTEE means the corporation(s), individual(s) or other entity(s)
         appointed by the Company and approved by the Board to administer the
         Trust, as provided in Article 9.

1.55     VALUATION DATE means each business day during each Plan Year when the
         New York Stock Exchange is open for trading, as of which the Trustee
         will determine the Fair Market Value of the Trust Fund and of each
         Account, and will make allocations to Accounts as provided in Section
         4.1. The Committee may establish different allocation and/or Valuation
         Dates from time to time as it considers appropriate.


                                       11
<PAGE>
                                    ARTICLE 2

                                   ELIGIBILITY

2.1      ELIGIBILITY. Effective January 1, 2002 each Employee will be permitted
         to begin participating in the Plan for purposes of making Employee
         Contributions and receiving allocations of Matching (Safe Harbor)
         Contributions, as of the first day of the second calendar month after
         his Employment Date. If an Employee does not elect to participate when
         he is first eligible, he may elect to participate as of the first day
         of any subsequent month. As stated in Section 1.18, no individual is an
         eligible Employee until his Employer has adopted this Plan. No
         individual who is an active participant in another defined contribution
         plan qualified under Code Section 401(a) maintained by any Controlled
         Group member will be eligible to participate in this Plan. Unless
         provided otherwise in Addendum B, individuals who become Employees as a
         result of a merger or acquisition will become eligible to participate
         in this Plan as of the first day of the second Plan Year that begins
         after the merger or acquisition, i.e., at the end of the Code Section
         410(b)(6)(C) transition period.

2.2      PARTICIPATION UPON REEMPLOYMENT. The Participant who terminates and is
         rehired will be permitted to resume participation as of the first day
         of any month following the date he resumes Employment or as soon as
         administratively practicable. The non-participating Employee who
         terminates and is rehired as a Covered Employee within five years, will
         receive eligibility credit for his previous period of Employment.

2.3      LEASED EMPLOYEES AND INDEPENDENT CONTRACTORS. Effective January 1,
         1997, a leased employee is an individual who is not employed by the
         Employer but has performed services for the Employer on a substantially
         full-time basis for at least one year, under the Employer's primary
         direction or control and pursuant to an agreement between an Employer
         and a leasing organization. Leased employees will be treated as
         Employees to the extent required under Code Section 414(n), but will
         not be eligible to participate in this Plan. If a leased employee
         becomes an Employee, the Plan will give him credit for eligibility for
         the period when he worked as a leased employee. However, the Plan will
         not give such credit if (a) the leased employee was covered by a money
         purchase pension plan sponsored by the leasing organization, with
         nonintegrated employer contributions at least equal to 10 percent of
         compensation as defined in Code Section 414(n)(5)(C), and


                                       12
<PAGE>
         immediate participation and vesting, and (b) leased employees
         constitute no more than 20 percent of the Controlled Group's nonhighly
         compensated employees. If an individual who has worked for an Employer
         as an independent contractor becomes a common-law employee, or if a
         court or administrative agency determines that an individual whom an
         Employer has designated as an independent contractor is in fact a
         common-law employee, he will not receive credit for any purpose under
         the Plan until the date when the Committee designates him as an
         eligible Employee under this Plan.

2.4      ADOPTION OF THE PLAN BY A CONTROLLED GROUP MEMBER. A Controlled Group
         member may adopt the Plan by appropriate action of its board of
         directors or authorized officer(s) or representative(s), subject to
         approval of the Board and the Committee.



                                       13
<PAGE>
                                    ARTICLE 3
                                  CONTRIBUTIONS

3.1      EMPLOYEE ELECTIVE CONTRIBUTIONS AND CATCH-UP CONTRIBUTIONS. The
         provisions set forth in this Article are effective beginning January 1,
         2002, the date as of which the Plan is a safe harbor plan that accepts
         only Elective Contributions that meet the safe harbor requirements
         under Code Section 401(k)(12), and Matching Contributions that meet the
         safe harbor requirements under Code Section 401(m)(11). Rules that were
         in effect before the Plan became safe harbor, and that will resume
         effectiveness if the Plan should lose safe harbor status for any Plan
         Year, are set forth in Addendum A, including the annual
         nondiscrimination (ADP and ACP) tests that applied to Contributions
         before 2002.

         (a)      AMOUNT PERMITTED. For each payroll period, each Participant
                  may elect the whole percentage of his Compensation that he
                  wishes to contribute to the Plan on a before-tax basis, not
                  less than 1 percent nor more than 15 percent.

         (b)      LIMITATIONS ON AMOUNT. The amount of any Participant's
                  Employee Contributions may be limited for any Plan Year to
                  avoid exceeding the Dollar Limit as indexed for the Plan Year
                  under Code Section 402(g) and as described in Section 7.1,
                  and/or the Code Section 415 Annual Addition limitations
                  described in Section 7.2.

         (c)      SPECIAL PAY. To the extent that the payroll system fails to
                  identify as eligible Compensation items of special pay such as
                  those that relate to changes in status (terminations,
                  transfers, etc.) and payroll corrections, elections may not
                  apply to such pay.

         (d)      CATCH-UP CONTRIBUTIONS. Eligible Participants who have elected
                  to make the maximum Elective Contributions described in
                  Subsection (a) for a Plan Year, may also elect to make
                  Catch-Up Contributions for that Plan Year, under the rules set
                  forth in this Subsection (d).

                  (1)      ELIGIBLE PARTICIPANTS. To be eligible to make
                           Catch-Up Contributions for a Plan Year, a Participant
                           (A) must have reached age 50 or must be projected to
                           reach age 50 before the end of the Plan Year; and (B)
                           must have elected to make the



                                       14
<PAGE>

                           maximum Elective Contributions permitted under the
                           Plan for the Plan Year to which his Catch-Up
                           Contribution election applies.

                  (2)      ANNUAL CATCH-UP CONTRIBUTION LIMIT AND PRO-RATED
                           LIMIT. The following Catch-Up Contribution limits are
                           in effect for the following calendar years: 2002 -
                           $1,000; 2003 - $2,000; 2004 - $3,000; 2005 - $4,000;
                           2006 - $5,000. For years after 2006, the annual limit
                           will be indexed to the CPI in $500 increments under
                           Code Section 414(v). In Plan Years when the Committee
                           considers it appropriate to facilitate
                           administration, if a Participant is eligible to make
                           Catch-Up Contributions and enters or re-enters the
                           Plan mid-year, the Plan will pro-rate the limit in
                           effect for that Plan Year, to equal the ratio of his
                           months of participation over 12 multiplied by the
                           annual limit.

                  (3)      EXCLUSION OF CATCH-UP CONTRIBUTIONS FROM PLAN LIMITS.
                           The Plan will exclude Catch-Up Contributions from:
                           (A) the Employee Contribution percentage limit under
                           Subsection 3.1(a); (B) the Dollar Limit under Section
                           7.1; (C) the Code Section 415 Annual Addition under
                           Section 7.2; and (D) the tax-deduction limit under
                           Subsection 3.2(h).

                  (4)      RECHARACTERIZATION OF DISQUALIFIED CATCH-UP
                           CONTRIBUTIONS. If a Participant elects to make
                           Catch-Up Contributions for a Plan Year, and the Plan
                           allocates his designated Catch-Up Contributions to
                           his Employee Contribution Account, but his Elective
                           Contributions for the Plan Year fail to reach one of
                           the Plan limits or statutory limits listed in
                           Subsection 3.1(b), the Plan will recharacterize his
                           Catch-Up Contributions as regular Elective
                           Contributions, to the extent permitted by the Plan's
                           percentage limit and the statutory limits. If the
                           Committee discovers that a Participant was not
                           eligible to make Catch-Up Contributions, the
                           Committee will direct the Trustee to refund any
                           amount that exceeds the Plan's percentage limit or a
                           statutory limit.

                  (5)      NO MATCHING CONTRIBUTIONS. The Employers will not
                           make any Matching Contribution on any Catch-Up
                           Contribution.


                                       15
<PAGE>

         (e)      MAKE-UP CONTRIBUTIONS AFTER MILITARY LEAVE. Effective January
                  1, 1996, the Committee will permit each Participant who
                  resumes active Employment after an unpaid military leave
                  covered under the Uniformed Services Employment and
                  Reemployment Rights Act of 1994 to make special Employee
                  Contributions in an amount up to the maximum amount he could
                  have contributed if he had remained in Employment during his
                  period of leave. Each make-up Employee Contribution will be
                  subject to the percentage-of Compensation limit, the Dollar
                  Limit under Code Sections 402(g), and the Annual Addition
                  limit under Code Section 415, in effect for the year to which
                  the Employee Contribution relates. The Committee will permit
                  the Participant to make his special Employee Contributions
                  during the period beginning on the date when he resumes
                  Employment and continuing for a period equal to the lesser of
                  three times the length of his military leave, or five years.
                  The amount of his special Employee Contributions will be based
                  on the Compensation he would have received if he had remained
                  in active Employment, at his rate of pay in effect when he
                  began his leave. If that pay rate cannot be determined with
                  certainty, the Committee will treat him as having Compensation
                  equal to the amount he received during the 12-month period
                  preceding his leave, or during the entire period of his
                  Employment if shorter than 12 months.

         (f)      VESTING. All Employee Contributions and Catch-Up
                  Contributions, and all earnings allocated to Employee
                  Contribution Accounts and Catch-Up Accounts, are fully vested
                  at all times.

         (g)      INITIAL ELECTION TO CONTRIBUTE. The Employee who wishes to
                  begin participating must notify the Service Center during the
                  month preceding the first day of the payroll period in which
                  he wishes to begin participating. He must properly complete
                  the enrollment procedures (including execution of his deferral
                  agreement and beneficiary designation as required by the
                  Committee). The Service Center will effect all elections to
                  contribute, or to modify or revoke an election, as soon as
                  administratively possible. The Employee who does not begin
                  contributing as of the date when he is first eligible, may
                  elect to begin contributing as of the first day of any
                  subsequent month so long as he remains an eligible Employee.
                  Each election will remain effective until the Participant
                  modifies or revokes his election, or ceases to be an Employee.
                  The


                                       16
<PAGE>

                  elected percentage will apply to increased or decreased
                  Compensation. When the Participant's Elective Contributions
                  reach a Plan or statutory limit for a Plan Year, the Plan will
                  suspend his election until the first day of the following Plan
                  Year and will automatically reactivate it unless he has
                  elected to modify his election or cease participation. The
                  Participant who is eligible to make Catch-Up Contributions
                  under Subsection 3.1(d) and has elected to make the maximum
                  amount of Elective Contributions for the Plan Year, may also
                  elect to make Catch-Up Contributions in compliance with any
                  procedures published by the Committee from time to time as the
                  Committee considers appropriate to facilitate administration
                  of Catch-Up Contributions.

         (h)      MODIFICATION. The Participant who has elected to contribute a
                  percentage of his Compensation as his Elective Contributions
                  may modify his election as of the first day of any month, by
                  notifying the Service Center and submitting a new election to
                  have a higher or lower percentage deducted from his
                  Compensation. His modification election will become effective
                  as of the first day of the month following the date when the
                  Service Center receives his election. Each modification will
                  remain in effect until a new election is properly made. The
                  Committee may publish special procedures for Catch-Up
                  Contributions from time to time, as the Committee considers
                  appropriate to facilitate administration of Catch-Up
                  Contributions.

         (i)      CESSATION. A Participant may elect to cease making Employee
                  Contributions as of the first day of any month. He may elect
                  to resume making Employee Contributions as of the first day of
                  any subsequent month so long as he remains an eligible
                  Employee. He must submit his election to cease or to resume
                  contributing to the Service Center during the month preceding
                  the date when his election becomes effective.

         (j)      MISTAKES IN CONTRIBUTIONS. Plan fiduciaries will take
                  reasonable steps to ensure that the Plan is administered as
                  written and in compliance with the Code and ERISA, and to
                  correct defects as promptly as practicable. If the Committee
                  discovers a material defect related to Employee Contributions,
                  it will correct the defect, either by effecting increased
                  payroll deductions, or by refunding any excess deduction, or
                  by re-


                                       17
<PAGE>
                  allocating Employee Contributions, as may be needed to put the
                  affected Participant in the same position he would have
                  enjoyed if the defect had not occurred. See Subsection 4.1(e)
                  for additional provisions regarding corrections of mistakes.

         (k)      COMMITTEE REGULATIONS. The Committee may from time to time
                  establish and uniformly apply rules governing elections,
                  including rules regarding the frequency with which elections
                  may be modified or revoked.

3.2      EMPLOYER MATCHING CONTRIBUTIONS. The provisions set forth in this
         Section are effective beginning January 1, 2002. For each Plan Year,
         the Company may in its discretion direct the Employers to contribute
         cash to be used to purchase Employer Stock and/or shares of Employer
         Stock. The Company may direct that shares of Employer Stock be released
         from the Suspense Account under Subsection 3.4(f). If a Contribution is
         made in shares of Employer Stock, the shares will have a Fair Market
         Value equal to the amount that would be contributed if cash had been
         used.

         (a)      MATCHING CONTRIBUTION. The Employers will make a Matching
                  Contribution in an amount equal to 100 percent of the first 3
                  percent, and 50 percent of the next 2 percent, of Compensation
                  contributed by each Participant for each payroll period during
                  the Plan Year. Matching Contributions are allocated to
                  Matching Accounts as soon as practicable after the end of each
                  payroll period for which they are made. Subject to the
                  Committee's approval, the Employers may make a Matching
                  Contribution in advance of the payroll period to which it
                  relates, in a reasonably calculated amount and in compliance
                  with applicable law, to the extent needed for liquidity. The
                  Employers will not make Matching Contributions for Catch-Up
                  Contributions.

         (b)      OPPORTUNITY TO MAXIMIZE MATCHING CONTRIBUTIONS. The Committee,
                  in its sole and complete discretion, may for any Plan Year
                  direct the Employers to make Matching Contributions (sometimes
                  called true-up Contributions) after the end of each calendar
                  quarter or after the end of the Plan Year. For example, the
                  Committee may direct Employers to make true-up Contributions
                  for any Plan Year when Participants are required to elect to
                  contribute 15 percent of Compensation for each payroll period
                  up


                                      18
<PAGE>
                  to the Code Section 402(g) Dollar Limit in effect for the
                  year, as a condition to being eligible to elect to make
                  Catch-Up Contributions under Subsection 3.1(d). As soon as
                  practicable after the end of each Plan Year when the Committee
                  directs Employers to make true-up Contributions, or at more
                  frequent intervals as the Committee considers proper, the
                  Employers will make true-up Contributions for each Participant
                  whose deferral pattern during the Plan Year caused him to
                  receive allocations of Matching Contributions during the Plan
                  Year in an amount less than the maximum amount permitted under
                  the terms of the Plan, i.e., he contributed an amount greater
                  than 5 percent of his Compensation for one or more payroll
                  periods during the Plan Year and reached the Code Section
                  402(g) Dollar Limit before the end of the Plan Year. For Plan
                  Years when the Committee does not publish such requirement in
                  advance, the Employers will make Matching Contribution only on
                  the first 5 percent of Compensation contributed for each
                  payroll period throughout the Plan Year, and will not make
                  true-up Contributions.

         (c)      MAKE-UP CONTRIBUTIONS AFTER MILITARY LEAVE. Effective January
                  1, 1996, the Employers will make special Matching
                  Contributions for each of their Participants who returns to
                  Employment from unpaid military leave covered under the
                  Uniformed Services Employment and Reemployment Rights Act of
                  1994 and contributes the make-up Employee Contributions
                  described in Subsection 3.1(e). Each Matching Contribution
                  will relate to the Plan Year for which the make-up Employee
                  Contribution is made and will be subject to the
                  percentage-of-Compensation limit and Code Section 415 limit in
                  effect for that Plan Year. The Committee will not allocate
                  investment earnings to the make-up Contribution for the period
                  of leave.

         (d)      ACQUISITION LOAN REPAYMENTS. For each Plan Year when the ESOP
                  has an out- standing Acquisition Loan, the Employers will
                  contribute at least the amount necessary to amortize the
                  Acquisition Loan in accordance with its payment terms.

         (e)      VESTING. All Employer Contributions and all earnings allocated
                  to Employer Contribution Accounts are fully vested at all
                  times.



                                       19
<PAGE>

         (f)      VALUATION OF SHARE UNITS FOR ALLOCATION PURPOSES. Allocations
                  of Share Units will be based on Fair Market Value on the date
                  the Share Units are allocated.

         (g)      EXCLUSIVE BENEFIT OF PARTICIPANTS. All Employer Contributions
                  will be irrevocable when made and will not revert to the
                  Employers, except as provided in Subsection 3.2(j). All
                  Employer Contributions and attributable earnings will be used
                  for the exclusive benefit of Participants and their
                  beneficiaries and for paying the reasonable expenses of
                  administering the Plan.

         (h)      CONTRIBUTIONS LIMITED TO TAX DEDUCTIBLE AMOUNTS.

                  (1)      ACQUISITION LOAN PRINCIPAL REPAYMENTS. The Employers
                           may contribute an annual amount that does not exceed
                           25 percent of the Compensation of all Participants
                           for the Plan Year if the Trustee uses the entire
                           Contribution to repay principal on an Acquisition
                           Loan, no later than the extended due date of the
                           Employer's federal income tax return for the fiscal
                           year in which ends the Plan Year for which the
                           Contribution is made. The Employers may deduct,
                           without any limitation, the portion of their annual
                           Contributions that the Trustee used to repay interest
                           on any Acquisition Loan. The Employers may also
                           deduct all dividends paid on allocated or unallocated
                           Employer Stock held under the ESOP to the extent that
                           the dividends are either (A) made available or paid
                           in cash to Participants within 90 days after the end
                           of the Plan Year in which paid under Subsection
                           4.1(c), or (B) used to repay an Acquisition Loan the
                           proceeds of which were used to acquire the Employer
                           Stock on which the dividend is paid. The dividend
                           deduction will be taken in the Employer's taxable
                           year when the dividend is declared and made available
                           to Participants or is used to repay the Acquisition
                           Loan.

                  (2)      EMPLOYER CONTRIBUTIONS. Effective January 1, 2002,
                           the Employers will limit their Contributions for each
                           Plan Year so that the total annual amount does not
                           exceed 25 percent of the Compensation of all of their
                           Employees for each Plan Year, when combined with
                           Employee Contributions and with Employer
                           contributions under all other qualified plans
                           maintained by Controlled Group




                                       20
<PAGE>

                           members, or such other limit as may be specified in
                           Code Section 404(a) from time to time. This deduction
                           will be in addition to the deductions described in
                           Subsection (h)(1). For this purpose, Compensation
                           includes Employee Contributions, but Employee
                           Contributions do not count toward the 25 percent
                           limit.

                  (3)      EFFECT ON DEDUCTIBILITY OF CONTRIBUTIONS TO OTHER
                           PLANS. No Employer's federal income tax deductions
                           for its Contributions used to repay Acquisition Loans
                           will reduce the deduction limits applicable to its
                           contributions to any other defined contribution or
                           defined benefit plan.

         (i)      MISTAKES IN CONTRIBUTIONS. Plan fiduciaries will take
                  reasonable steps to ensure that the Plan is administered as
                  written and in compliance with the Code and ERISA, and to
                  correct defects as promptly as practicable. If the Committee
                  discovers a material defect related to Employer Contributions,
                  it may direct the Employers to make any Contributions, and/or
                  to reallocate Employer Contributions, as may be needed to put
                  Participants in the same position they would have enjoyed if
                  the defect had not occurred. See Subsection 4.1(f) for
                  additional provisions regarding corrections of mistakes.

         (j)      RETURN OF EMPLOYER CONTRIBUTIONS. Employer Contributions will
                  be returned to the affected Employers under the following
                  circumstances:

                  (1)      MISTAKE OF FACT. Employer Contributions made by a
                           mistake of fact will be returned to the affected
                           Employer(s) within one year after such Contribution
                           was made.

                  (2)      NONDEDUCTIBLE. All Employer Contributions are
                           conditioned upon their deductibility under Code
                           Section 404 and will be returned to the affected
                           Employer(s) within one year after any disallowance.


                                       21
<PAGE>

3.3      ROLLOVER CONTRIBUTIONS.

         (a)      ELIGIBLE ROLLOVER DISTRIBUTION. For purposes of this Section,
                  an Eligible Rollover Distribution means a payment received by
                  an Employee from another qualified plan or conduit individual
                  retirement account (IRA) as described in Treas. Regs. Section
                  1.402(c)-2, Q & A No. 3, i.e., it is either (1) a lump sum
                  payment, or (2) a payment other than one that is part of a
                  series of substantially equal periodic payments, made at least
                  annually, over a period of at least 10 years, or over the
                  lifetime or life expectancy of the Participant or the joint
                  lifetimes or life expectancies of the Participant and his
                  named beneficiary. The Committee will not treat as an Eligible
                  Rollover Distribution: (1) any distribution required under
                  Code Section 401(a)(9); (2) any corrective refund of employee
                  contributions to any plan; (3) any hardship withdrawals; (4)
                  any distributions from any plan that is not qualified under
                  Code Sections 401(a) and 501(a) (including but not limited to
                  simplified employee pension (SEP) plans and simple retirement
                  accounts), (5) after-tax contributions distributed from any
                  qualified or non-qualified plan, or (6) ESOP dividends
                  received as a result of a Code Section 404(k) election.

         (b)      ROLLOVER OR DIRECT PLAN TRANSFER. An Employee who receives an
                  Eligible Rollover Distribution may roll over all or part of
                  the distribution to the Trust, if the Committee determines
                  that it complies with the requirements described in this
                  Section. The Committee may accept the distribution as a direct
                  plan-to-plan transfer. An Employee can make a Rollover
                  Contribution before he completes his eligibility period under
                  Section 2.1, or before he elects to participate, and will have
                  his Rollover Contribution as his sole interest in the Plan
                  until he begins making Elective Deferrals.

         (c)      TIMING. A rollover must be made within 60 days after the
                  Employee receives the Eligible Rollover Distribution, except
                  to the extent that the IRS permits a longer period under the
                  Participant's circumstances.

         (d)      REQUIRED INFORMATION. The Committee will adopt such
                  procedures, and may require such information from the Employee
                  who desires to make a Rollover Contribution, as it considers
                  necessary to determine whether the proposed rollover or direct
                  plan transfer will meet the requirements of this Section. The
                  Committee may require the Employee to submit a written
                  certification that he received his Eligible Rollover


                                       22
<PAGE>

                  Distribution from another qualified plan or from a conduit
                  IRA. Upon approval by the Committee, the Rollover
                  Contributions will be deposited in the Trust Fund and will be
                  credited to the Employee's Rollover Account.

         (e)      PROHIBITED ROLLOVERS AND TRANSFERS. The Committee will not
                  accept Rollover Contributions from any plan that is subject to
                  the joint and survivor annuity requirements set forth in Code
                  Sections 401(a)(11) and 417, unless the Employee's Spouse
                  consented in writing to the distribution from such plan in a
                  manner that complies with the spousal consent requirements
                  prescribed under Code Sections 401(a)(11) and 417. The
                  Committee may require the Employee to submit a written
                  certification that he received his distribution from a
                  qualified plan that either was not subject to the spousal
                  consent requirements or contained an exemption for his
                  distribution, or that his Spouse properly consented to the
                  distribution. The Plan will not accept the rollover of loans
                  or any property other than cash and SunTrust common stock,
                  except as provided in Addendum B.

         (f)      REFUND OF PROHIBITED ROLLOVERS. In the event the Committee
                  discovers that a Participant has made a Rollover Contribution
                  to the Plan that fails to comply with this Section or with any
                  applicable law, the Committee will refund the Contribution and
                  all earnings attributable to it as soon as practicable.

         (g)      RELIANCE ON EMPLOYEE'S REPRESENTATIONS. The Committee will in
                  good faith rely on the representations made by the eligible
                  Employee in his application to make a Rollover Contribution
                  and will not be held accountable for any misrepresentation of
                  which it did not have actual knowledge.

3.4      ACQUISITION LOANS. The Board may from time to time authorize and direct
         the Trustee to make an Acquisition Loan either to purchase Employer
         Stock or to repay a previous Acquisition Loan. No proceeds from any
         Acquisition Loan may be used for any other purpose.

         (a)      ELIGIBLE LENDERS. The Trustee may make Acquisition Loans from
                  any financial institution or other entity it considers
                  appropriate, including a party in interest as


                                       23
<PAGE>

                  defined in ERISA Section 3(14), or a disqualified person as
                  defined in Code Section 4975(e)(2). A party in interest and/or
                  disqualified person may guarantee any Acquisition Loan.

         (b)      LOAN TERMS. Each Acquisition Loan will be for a specific term,
                  and will bear a reasonable rate of interest. No Acquisition
                  Loan will be payable upon demand except in the event of
                  default.

         (c)      REPAYMENT. The Trustee will repay the principal and interest
                  due on each Acquisition Loan, first from dividends paid on the
                  Financed Shares, and after all such dividends have been used
                  for repayment, from Employer Contributions made to repay the
                  Acquisition Loan, and then from other earnings attributable to
                  Employer Contributions made to repay the Acquisition Loan,
                  according to directions from the Committee. To the extent
                  permitted by the terms of the Acquisition Loan, the Committee
                  may direct repayment more rapidly than specified in the
                  amortization schedule, subject to the limitations on releasing
                  Financed Shares described in Subsection (f).

         (d)      COLLATERAL AND SECURITY. The Trustee may use as collateral to
                  secure any Acquisition Loan the Financed Shares acquired with
                  the proceeds. The Trustee will not pledge any Plan assets
                  other than Financed Shares as collateral for an Acquisition
                  Loan. No lender will have recourse against any Plan assets
                  other than Financed Shares that remain subject to pledge at
                  the time of default. No Employer Stock acquired with the
                  proceeds of an Acquisition Loan may be subject to a put, call
                  or other option, or buy-sell agreement or any similar
                  arrangement while held by the Plan, or when distributed from
                  the Plan. This restriction will continue to apply after the
                  Acquisition Loan has been repaid and will apply even if the
                  ESOP has ceased to be an ESOP under Code Section 4975(e)(7).

         (e)      SUSPENSE ACCOUNT. The Trustee will maintain a separate
                  Suspense Account to hold the Financed Shares acquired with the
                  proceeds of each separate Acquisition Loan, whether or not the
                  shares are encumbered under the terms of the Loan. Pursuant to
                  directions from the Committee from time to time, the Trustee
                  either will hold the dividends paid on the Financed Shares in
                  the Suspense Account until they are



                                       24
<PAGE>

                  released as described in Subsection (f), or will use the
                  dividends to repay the Acquisition Loan.

         (f)      RELEASE OF FINANCED SHARES FROM SUSPENSE ACCOUNT. The Trustee
                  will release Financed Shares from each Suspense Account under
                  one of the following methods, which method will be determined
                  by the Committee for each Acquisition Loan. The Financed
                  Shares released from the Suspense Account for each Plan Year
                  will be allocated, on the basis of Fair Market Value as of the
                  release date, to Matching Accounts under Section 3.2. To
                  determine the number of Financed Shares to be released for
                  each Plan Year from each Suspense Account, the Trustee will
                  multiply the number of Shares held in the Suspense Account by
                  one of the fractions described below. The Committee will
                  structure each Acquisition Loan so that the number of Financed
                  Shares to be released for each Plan Year is expected not to
                  exceed the number needed to meet the Matching Contribution
                  obligation. If the Committee determines that the number of
                  shares required to be released for any Plan Year is greater
                  than the number that can be used to meet the Matching
                  Contribution obligation, the Committee may forego the Plan's
                  status as a safe harbor plan for that Plan Year, or may
                  protect the Plan's status as a safe harbor plan either by
                  restructuring the loan (to the extent permitted by Department
                  of Labor guidelines), or by making additional Contributions.
                  The Committee may direct the Employers to make additional
                  Contributions either as a uniform percentage of Compensation
                  for all eligible Employees including those who have not made
                  Employee Contributions for the Plan Year, or may make
                  additional Matching Contributions in a uniform rate.

                  (1)      PRINCIPAL-ONLY PAYMENT METHOD. Under this method, the
                           fraction will be the ratio of the amount of principal
                           repaid for the Plan Year over the amount of principal
                           to be repaid for the current and all future Plan
                           Years. Under this method, annual principal payments
                           must be made at least as rapidly as level payments
                           over the loan term, which cannot exceed ten years,
                           including renewals and extensions, and the portion of
                           each repayment treated as interest may not exceed the
                           payment amount that would be treated as interest
                           under standard loan amortization tables.


                                       25
<PAGE>

                  (2)      PRINCIPAL-AND-INTEREST METHOD. Under this method, the
                           fraction will be the ratio of the amount of principal
                           and interest repaid for the Plan Year over the amount
                           of principal and interest to be repaid for the
                           current and all future Plan Years. The Plan will use
                           this method for any Acquisition Loan that has a
                           flexible repayment schedule.

         (g)      DEFAULT. In the event of a default on an Acquisition Loan, the
                  Trustee will transfer to the lender Plan assets equal in value
                  to the amount of the defaulted balance. In the event of
                  default on an Acquisition Loan from a party in interest as
                  defined in ERISA Section 3(14), or a disqualified person as
                  defined in Code Section 4975(e)(2), the Trustee will transfer
                  to such lender only the number of Financed Shares necessary to
                  meet the repayment schedule of the Acquisition Loan.

3.5      PURCHASE AND SALE OF EMPLOYER STOCK. Pursuant to directions from the
         Committee, the Trustee may purchase Employer Stock from any source, but
         may not pay more than Fair Market Value for any share. The Trustee may
         purchase either outstanding shares, newly-issued shares, or treasury
         shares. To the extent that the Trustee needs to obtain cash for
         distributions under Articles 5 and 6, the Trustee may sell Employer
         Stock on the New York Stock Exchange or to the Company.

3.6      PAYMENT TO THE TRUSTEE. The Employers will transfer to the Trustee, no
         later than the 15th business day of the month following the month in
         which Employee Contributions are withheld, the amounts withheld for all
         of their Participants during the payroll periods ending in that month.
         The Employers will transfer their Employer Contributions to the Trustee
         as soon as practicable after the end of the payroll period for which
         they are made, but no later than the extended due date of the Company's
         federal income tax return for the fiscal year that ends in the Plan
         Year for which the Contribution is made. However, Employer
         Contributions that the Trustee uses to repay an Acquisition Loan will
         be made no later than 60 days after the end of the Plan Year for which
         the repayment is used to release and allocate shares from the Suspense
         Account.

3.7      ELECTIVE ACCOUNT TRANSFERS. The Committee may permit Participants to
         elect to make voluntary transfers of Account balances from another
         qualified defined contribution plan


                                       26
<PAGE>

         of the same type into this Plan, if the transfers are associated with
         either a corporate transaction (e.g., a merger or acquisition) or a
         change in a Participant's employment status (e.g., a transfer from
         another employer, whether or not it is a Controlled Group member). The
         Committee will allocate the transferred accounts to corollary Accounts
         in this Plan. This Plan will not be obligated to protect benefits that
         were provided in the transferor plan, i.e., the Code Section 411(d)(6)
         anti-cutback rules do not apply. After December 31, 2001, the Committee
         will not permit this type of transfer for any eligible rollover
         distribution if the Participant can elect a direct rollover of his
         entire Account balances.


                                       27
<PAGE>
                                    ARTICLE 4

                                   ALLOCATIONS

4.1      ADJUSTMENTS TO ACCOUNT BALANCES.

         (a)      REGULAR VALUATION DATES. As of each Valuation Date, the
                  Trustee will determine the Fair Market Value of the Trust
                  Fund. As soon as practicable after the Trustee receives the
                  Employers' payroll data and other relevant records, the
                  recordkeeper or the Trustee will adjust the Account balances
                  of each Participant to reflect his allocations of
                  Contributions, withdrawals and payments from his Accounts, and
                  investment gains or losses and expenses.

         (b)      ADMINISTRATIVE FEES. The Plan may charge reasonable and
                  uniform administrative fees to Participant Accounts.

         (c)      DIVIDENDS ON EMPLOYER STOCK. The Plan will use dividends
                  issued on Employer Stock acquired with an Acquisition Loan and
                  held in a Suspense Account, to repay any outstanding balance
                  on that Acquisition Loan. Effective January 1, 2002, the Plan
                  will maximize the Company's tax deductions available under
                  Code Section 404(k) by permitting Participants and
                  beneficiaries to elect whether to receive the dividends
                  declared on the Share Units allocated to their Accounts in a
                  cash payment to be made no later than 90 days after the end of
                  the Plan Year in which the dividends were paid, or to reinvest
                  them in the Employer Stock Fund. The Plan will provide the
                  elections in a manner that permits Participants and
                  beneficiaries reasonable time to make their elections with
                  respect to each dividend declaration. The Plan will honor each
                  Participant's and beneficiary's election as in effect on the
                  record date for that dividend. The elections for each
                  quarterly dividend become irrevocable on the record date for
                  the dividend, unless the Committee has timely established and
                  communicated a different irrevocability date. The Plan treats
                  elections as evergreen so that each election remains in effect
                  until the Participant or beneficiary affirmatively elects to
                  change it. Participants and beneficiaries may change their
                  dividend elections at any time for dividends to be declared
                  after the submission date of the change request. The Plan
                  treats any Participant or beneficiary who fails to make an


                                       28
<PAGE>
                  affirmative election as if he had elected to reinvest his
                  dividends in the Employer Stock Fund. The Plan will not
                  distribute any earnings on any dividends that are reinvested
                  in Employer Stock and subsequently distributed pursuant to an
                  election under this Section. Beginning in 2003, the Plan will
                  decrease elected cash distributions to reflect any losses
                  attributable to the dividend between the record date and the
                  distribution date. The Committee may apply special election
                  rules to the extent necessary to maximize the deduction for
                  dividends declared during 2001, as permitted under IRS Notice
                  2002-2.

         (d)      VALUATIONS BINDING. In determining the value of the Trust Fund
                  and the individual Accounts, the Trustee and the Committee
                  will exercise their best judgment, and all determinations of
                  value will be binding upon Participants and their
                  beneficiaries.

         (e)      STATEMENT OF ACCOUNT BALANCES. As soon as practicable after
                  the end of each Plan Year, the Committee will provide to each
                  Participant and beneficiary for whom an Account is maintained
                  a statement showing all allocations to and distributions and
                  withdrawals from his Accounts, and the current value of his
                  Accounts. For any Plan Year, the Committee may provide
                  statements more frequently than annually.

         (f)      MISTAKES IN ACCOUNT BALANCES. The Committee will take
                  reasonable steps to ensure that the Plan document is in
                  compliance with all applicable laws as in effect from time to
                  time, and to ensure that the Plan is administered as written.
                  If the Committee discovers a material defect in any Account
                  balance or payment from the Plan, it will take reasonable
                  steps to correct the defect as promptly as practicable. The
                  Committee will make a good faith effort to correct
                  administrative errors in the manner that it considers
                  appropriate under the circumstances and in compliance with IRS
                  guidance on self-correction of operational defects. If the
                  Committee determines that the burden or expense of seeking
                  recovery of any overpayment or correcting any immaterial
                  defect would be greater than is warranted under the
                  circumstances, it may in its discretion forego recovery or
                  other correction efforts. In correcting administrative
                  defects, the Committee may make de minimis variances from Plan
                  provisions (including but not limited to medium and timing of
                  payment), to the extent any such


                                       29
<PAGE>

                  variance would comply with applicable qualification
                  requirements if it were set forth in a written provision of
                  the Plan.

4.2      INVESTMENT ELECTIONS.

         (a)      INVESTMENT FUNDS. From time to time, the Committee will direct
                  the Trustee to make available one or more funds for the
                  investment of Account balances, except those that are not
                  eligible for diversification, as elected by each Participant
                  or beneficiary. The Committee will timely describe the
                  investment funds that are available from time to time, in
                  written notices to Participants and beneficiaries. Except as
                  may be provided in Addendum B or announced otherwise by the
                  Committee, balances in the Employer Contribution Accounts will
                  not be subject to election but will be invested in the
                  Employer Stock Fund, until the Participant reaches age 55 and
                  elects to diversify his investment in Employer Stock under
                  Subsection 4.2(g).

         (b)      COMPLIANCE WITH ERISA SECTION 404(c). The Plan will be
                  administered in a manner to comply with ERISA Section 404(c).
                  Participants will be permitted to exercise control over the
                  investment of their Accounts, so that Plan fiduciaries will
                  not be liable for any loss that results from any Participant's
                  exercise of control.

         (c)      LIQUIDITY. The Trust Fund may hold cash and other liquid
                  investments in such amounts as the Committee and/or the
                  Trustee consider necessary to meet the Plan's liquidity
                  requirements and to pay administrative expenses.

         (d)      INVESTMENT ELECTIONS. Participants must contact the Service
                  Center to make their investment elections. The Service Center
                  will issue a written confirmation of each election that it
                  receives.

                  (1)      INITIAL ELECTION. As of the date he enters the Plan,
                           the Participant may elect to have the aggregate
                           balances in his Employee Contribution Accounts
                           invested among the investment funds in 1 percent
                           increments.


                                       30
<PAGE>

                  (2)      FAILURE TO ELECT. The Committee will direct the
                           Trustee to invest the Employee Contribution Account
                           balances of any Participant who fails to timely
                           complete his election, in a fund that invests
                           primarily in fixed-income investments with relatively
                           short average maturities.

         (e)      CHANGE IN INVESTMENT ELECTION. As of any Valuation Date, each
                  Participant may change his investment election for the
                  balance(s) in his existing Employee Contribution Account(s),
                  and each Participant who is eligible to diversify under
                  Subsection 4.2(g) may make investment elections for the
                  balance(s) in his Employer Contribution Account(s), in 1
                  percent increments. Reinvestment elections for existing
                  balances will become effective as of the Valuation Date when
                  made if the Participant completes his investment election no
                  later than the daily time deadline. Otherwise, the election
                  will become effective as of the next following Valuation Date.
                  The Committee will establish and publish to Participants from
                  time to time the daily time deadlines by which elections must
                  be completed. Investment elections for future Employee
                  Contributions, and for future Employer Contributions for
                  Participants who are eligible to diversify, will be effective
                  when made.

         (f)      INSIDER TRADING RULES. The Committee may enforce rules that
                  restrict Participants who are insiders under Rule 16b-3 of
                  Section 16 of the Securities Exchange Act of 1934, from
                  engaging in certain discretionary transactions relating to the
                  Employer Stock Fund that would trigger the short-swing profit
                  recovery rules. Discretionary transactions may include (A)
                  elective distributions (in-service withdrawals and loans under
                  Article 5 that require liquidation of shares held in the
                  Employer Stock Fund), and (B) investment elections that
                  involve transfers to and from the Employer Stock Fund.

         (g)      DIVERSIFICATION ELECTIONS. Beginning on the first day of the
                  month during which each Participant reaches age 55, he may
                  diversify all or part of the balance in his Matching Account
                  at any time, by making a fund transfer in 1 percent increments
                  among the available investment funds as of any Valuation Date,
                  or as otherwise provided in Addendum B.


                                       31
<PAGE>

         (h)      REINVESTMENT OF EARNINGS. All dividends, capital gains
                  distributions and other earnings attributable to the Account
                  balances invested in each investment fund will be reinvested
                  in that investment fund, except to the extent that dividends
                  on Employer Stock are paid currently to Participants who elect
                  to cash out their dividends under Subsection 4.1(c).

         (i)      INVESTMENT EXPENSES. All expenses of each investment fund will
                  be paid from that fund, to the extent not paid directly by the
                  Employers.

         (j)      SPECIAL ELECTION RULES. The Committee may permit (1)
                  investments in increments greater or lesser than 1 percent,
                  (2) other investment funds, (3) other election filing dates,
                  and/or (4) any other variance from these rules as it considers
                  appropriate, under regulations adopted by the Committee,
                  published to Employees, and uniformly applied.

4.3      VOTING RIGHTS. Each Participant will have the right to direct the
         Trustee as to the manner in which the Employer Stock represented by the
         Share Units held in his Accounts will be voted. The Trustee will vote
         combined fractional shares of Employer Stock represented by the Share
         Units in the manner that most closely reflects Participants' direction.
         The Trustee will refrain from voting the shares of Employer Stock
         represented by Share Units held in the Accounts of Participants who
         fail to give directions, except as required by any applicable law. The
         Trustee will vote unallocated shares of Employer Stock in the Suspense
         Account in the manner that the Trustee determines to be in the best
         interest of Participants and beneficiaries. For voting purposes, each
         Participant will be a named fiduciary with respect to the Employer
         Stock represented by the Share Units allocated to his Account. The
         Committee will provide to Participants and to the Trustee proxy
         material and other voting information identical to that provided to
         other stockholders.

4.4      TENDER OFFERS. In the event the Trustee receives any information or
         material that reasonably indicates a tender offer is being made to
         holders of Employer Stock, the Committee will furnish such information
         or material to each Participant whose Accounts are invested in the
         Employer Stock Fund, together with a form on which the Participant can
         confidentially direct the Trustee whether to tender the Employer Stock
         represented by his


                                       32
<PAGE>

         Share Units or take any other solicited action with respect to the
         Employer Stock represented by his Share Units. The Trustee will tender
         combined fractional shares of Employer Stock represented by the Share
         Units in the manner that most closely reflects Participants' direction.
         The Trustee will refrain from tendering the shares of Employer Stock
         represented by Share Units held in the Accounts of Participants who
         fail to give directions, except as required by any applicable law. The
         Trustee will tender unallocated shares of Employer Stock in the
         Suspense Account in the manner that the Trustee determines to be in the
         best interest of Participants and beneficiaries. For each Participant
         who sells the Share Units held in his Accounts, the Trustee will
         reinvest the proceeds according to his current investment election,
         unless he elects otherwise under Subsection 4.2(e). For purposes of any
         tender offer, each Participant will be a named fiduciary with respect
         to the Employer Stock represented by the Share Units held in his own
         Accounts.



                                       33
<PAGE>
                                    ARTICLE 5

                        IN-SERVICE WITHDRAWALS AND LOANS

5.1      WITHDRAWALS WITHOUT A HARDSHIP. An in-service withdrawal is one made
         while the Participant is still in Employment and before he has had a
         payment event as described in Section 6.1. Unless the Committee directs
         otherwise, withdrawals are paperless transactions. The Participant must
         contact the Service Center and specify the amount or percentage of his
         available Account balances to be withdrawn. The Trustee will issue
         payment of the amount withdrawn as promptly as practicable after
         approval of the request.

         (a)      TYPES OF IN-SERVICE WITHDRAWALS. Hardship withdrawals are
                  described in Section 5.2. The other types of withdrawals that
                  can be made in-service are as follows.

                  (1)      IN-SERVICE WITHDRAWAL FROM AFTER-TAX ACCOUNT. Each
                           Participant may withdraw all or part of his After-Tax
                           Account balance as of any Valuation Date during his
                           Employment. Withdrawals made from an After-Tax
                           Account will be made in the following order: (1)
                           After-Tax Contributions made before 1987, without any
                           earnings; and (2) After-Tax Contributions made after
                           1986 and a pro rata share of earnings credited to his
                           After-Tax Account both before and after 1986.

                  (2)      IN-SERVICE WITHDRAWAL FROM ROLLOVER ACCOUNT. Each
                           Participant may withdraw all or part of his Rollover
                           Account balance as of any Valuation Date during his
                           Employment.

                  (3)      IN-SERVICE WITHDRAWAL AFTER AGE 59-1/2. At any time
                           after any Participant reaches age 59-1/2, he may
                           withdraw all or part of any of his Account balances.

                  (4)      IN-SERVICE WITHDRAWAL AT AGE 70-1/2. Beginning in the
                           calendar year when an active Participant reaches age
                           70-1/2, he may elect either to begin receiving
                           payment of his Account balances or to continue
                           deferring payment until he retires. The Plan will pay
                           to any active Participant who is a 5-percent owner of
                           any Employer, the minimum annual amount required
                           under Code Section




                                       34
<PAGE>

                           401(a)(9) for each year beginning in the year when he
                           reaches age 70-1/2, with payments beginning no later
                           than April 1 of the following year.

         (b)      AVAILABLE AMOUNT. The amount available to the Participant who
                  makes an in-service withdrawal will be based on his available
                  Account balances (minus any outstanding loan balance)
                  determined as of the Valuation Date on which the withdrawal
                  request is processed. Except as provided in Addendum B,
                  Participants cannot withdraw Employer Contributions that were
                  made under a Merged Plan, or any investment earnings credited
                  to such Contributions after 1988.

         (c)      ORDER OF WITHDRAWAL FROM ACCOUNTS. The Committee will
                  determine and publish to Participants from time to time the
                  order in which each type of in-service withdrawal will be made
                  from Participant Accounts.

         (d)      PRO RATA WITHDRAWALS FROM INVESTMENT FUNDS. In compliance with
                  directions from the Committee with respect to the order of
                  withdrawal from Accounts, the recordkeeper will subtract each
                  in-service withdrawal pro rata from the investment funds in
                  which the Account balances available for the withdrawal are
                  invested. The recordkeeper will determine the amount to be
                  subtracted from each investment fund by multiplying the amount
                  of the withdrawal by the ratio of the amount invested in each
                  investment fund to the total aggregate available Account
                  balances.

         (e)      WITHDRAWALS OF MONEY PURCHASE PLAN BALANCES. A Participant may
                  withdraw any portion of his Account balance that is
                  attributable to employer contributions to a Merged Plan that
                  was a money purchase plan, at any time after he reaches normal
                  retirement age (age 59-1/2 for this purpose). The married
                  Participant who makes a withdrawal from such Account (before
                  or after his Termination Date) must have his Spouse's written
                  consent in compliance with Subsection 6.7(b).

5.2      HARDSHIP WITHDRAWALS. The active Participant who wishes to make a
         hardship withdrawal during his Employment must contact the Service
         Center and specify the amount to be withdrawn. He must provide a
         written explanation of the reasons for the withdrawal and such other
         information as the Committee may request. The Trustee will issue
         payment of


                                       35
<PAGE>

         the amount withdrawn as promptly as practicable after approval of the
         request. No Participant who has terminated Employment, and no
         beneficiary, will be eligible to make a hardship withdrawal.

         (a)      AVAILABLE AMOUNT. The amount withdrawn may not exceed the
                  actual expenses incurred or to be incurred by the Participant
                  because of his hardship, plus (as part of the same withdrawal)
                  the reasonably estimated amount of taxes and penalties he must
                  pay on the withdrawal. The sum of the Participant's
                  outstanding loan balance under Section 5.3 (if any), plus the
                  amount of his hardship withdrawal, may not exceed his total
                  aggregate available Account balances determined as of the
                  hardship withdrawal date. The Participant may withdraw, to the
                  extent applicable for him: (1) the dollar amount of his
                  Elective Contributions made after 1992 (excluding earnings);
                  (2) the dollar amount of his Matching Contributions that were
                  made for Plan Years 1993 through 2001 (excluding earnings) and
                  that have been maintained in the Plan for at least 24 months;
                  (3) the dollar amount of his Elective Contributions made under
                  a Merged Plan (excluding earnings accrued after 1988); and (4)
                  his Non-Matching Contributions that were made after 1988
                  (excluding earnings and amounts attributable to a money
                  purchase pension plan) and that have been maintained in the
                  Plan for at least 24 months.

         (b)      IMMEDIATE AND HEAVY FINANCIAL NEED. The Participant may make a
                  hardship withdrawal only if he incurs a hardship that creates
                  an immediate and heavy financial need that he cannot meet
                  without the withdrawal. A hardship withdrawal must be
                  necessitated by either:

                  (1)      Medical expenses previously incurred by either the
                           Participant, his Spouse or dependents, or medical
                           care needed in the future for any such person;

                  (2)      Costs directly related to the purchase of the
                           Participant's principal residence, (including land
                           purchase and all construction costs and excluding
                           mortgage payments).

                  (3)      Tuition payments, related educational fees, and room
                           and board for the next 12 months of post-secondary
                           education (including trade school) for the
                           Participant, his Spouse or dependents;


                                       36
<PAGE>

                  (4)      Threatened imminent eviction from, or foreclosure of
                           the mortgage on, the Participant's principal
                           residence;

                  (5)      Any other catastrophic financial hardship (such as
                           funeral expenses for the Participant's Spouse,
                           dependents or immediate family members) that the
                           Committee determines to have consequences similar in
                           severity to the events listed above, and that make
                           the withdrawal necessary for the safety or well-being
                           of the Participant, his Spouse or dependents.

         (c)      WITHDRAWAL NECESSARY TO MEET NEED. The Committee will treat a
                  withdrawal as necessary to meet the immediate and heavy
                  financial need if the following requirements are met:

                  (1)      AMOUNT NEEDED. The amount withdrawn cannot exceed the
                           amount of the need.

                  (2)      LOANS AND DIVIDENDS. The Participant must obtain all
                           other available withdrawals, distributions and
                           nontaxable loans under all qualified and nonqualified
                           plans maintained by his Employer, if any. The
                           Participant will not be required to obtain commercial
                           loans. The Participant must elect to receive a cash
                           payment for any dividends that are currently
                           available under Subsection 4.1(c)

                  (3)      SUSPENSION. After the Participant receives his
                           hardship withdrawal, the Committee will suspend his
                           Elective Contributions to this Plan and his
                           contributions to or deferrals under any other
                           qualified or nonqualified cash or stock plan
                           maintained by any Employer. For withdrawals made on
                           or after January 1, 2002, the suspension period is 6
                           months.

         (d)      NONDISCRIMINATION. The Committee will determine the existence
                  of the Participant's immediate and heavy financial need and
                  the necessity for the withdrawal to meet the need, in a
                  uniform and nondiscriminatory manner.


                                       37
<PAGE>

         (e)      RELIANCE ON PARTICIPANT'S REPRESENTATIONS. The Committee will
                  in good faith rely on the representations made by the
                  Participant in his application for the hardship withdrawal and
                  will not be held accountable for any misrepresentation of
                  which it did not have actual knowledge.

5.3      LOANS. The Committee will grant loans in a uniform and
         nondiscriminatory manner, subject to the following rules.

         (a)      APPLICATION AND ELIGIBILITY. The Participant who wishes to
                  make a loan during his Employment must contact the Service
                  Center and specify the amount to be borrowed. No Participant
                  may receive a loan after he terminates Employment, and no
                  beneficiary will be eligible for a loan. The Committee may
                  deny a Participant's loan application if he failed to repay a
                  previous Plan loan according to his repayment schedule.

         (b)      AVAILABLE AMOUNT. The Participant may request a loan from the
                  aggregate balances in his Accounts. The total principal amount
                  of the Participant's outstanding loans may not exceed the
                  lesser of (1) 50 percent of his aggregate Account balances as
                  of the date the loan is approved, or (2) $50,000. If he has an
                  outstanding loan balance, the $50,000 limit will be reduced by
                  an amount equal to his highest outstanding balance during the
                  twelve months immediately preceding the date when his loan is
                  made, minus his current outstanding balance (i.e., his total
                  principal repayments during the past 12 months). The minimum
                  amount of each loan will be $1,000.00, unless the Committee
                  has published another limit.

         (c)      ORDER OF ACCOUNT LIQUIDATION. Unless the Committee determines
                  that a different order is appropriate, the Trustee will
                  acquire the cash proceeds to make each loan by liquidating the
                  Participant's Accounts in the following order, to the extent
                  applicable for him: (1) Rollover Account; (2) Matching
                  Account; (3) Non-Matching Account; (4) Merged (Prior Employer)
                  Account; (5) Before-Tax Account; and (6) After-Tax Account.
                  Unless the Committee determines that a different method is
                  appropriate, the Trustee will subtract the proceeds of each
                  loan pro rata from the investment funds in which the Account
                  balances are invested.



                                       38
<PAGE>
         (d)      LOAN ORIGINATION FEES. The Trustee will deduct an origination
                  fee from the proceeds of each loan, in the amount stated in
                  the Summary Plan Description as in effect from time to time or
                  in another type of Participant communication. The Trustee will
                  also deduct the fees for any required state documentary stamps
                  or Uniform Commercial Code (UCC) filing fees. The Trustee will
                  reflect the deduction on the statement that it issues with the
                  proceeds. Early repayment of a loan will not result in
                  reimbursement of any of the fees.

         (e)      FREQUENCY OF LOANS. Each Participant will be eligible to have
                  no more than two outstanding loans at any one time.

         (f)      INTEREST. Each loan will bear interest at a reasonable rate
                  established by the Committee from time to time on the basis of
                  rates currently charged by commercial lenders. The Plan will
                  charge interest on loans in a uniform and nondiscriminatory
                  manner.

         (g)      SECURITY. Each loan will be secured by the Participant's
                  pledge of the balances in his Accounts from which his loan is
                  made. The Committee will treat each loan as an investment of
                  the Participant's borrowed Account balances and will credit
                  his principal and interest payments to the Accounts from which
                  his loan proceeds were taken. Principal and interest payments
                  will be invested according to the Participant's current
                  election for his Employee Contributions.

         (h)      TERM. Each loan will be for a term not exceeding five years,
                  except that the term may extend up to 10 years if the loan
                  proceeds are used to purchase the Participant's principal
                  residence (including land purchase and construction costs).

         (i)      REPAYMENT.

                  (1)      PAYROLL DEDUCTION FOR ACTIVE PARTICIPANT. So long as
                           the Participant earns Compensation, he must make his
                           loan repayments by payroll deductions in equal
                           amounts throughout the term of the loan. The amount
                           of each repayment



                                       39
<PAGE>

                           must be at least $25, or such other minimum amount as
                           may be established by the Committee and stated in the
                           Summary Plan Description as in effect from time to
                           time or in another type of Participant communication.

                  (2)      INACTIVE PARTICIPANT. The Participant who has an
                           outstanding loan balance when he terminates, retires,
                           or begins an unpaid leave, either may repay his
                           outstanding balance in full, or may continue to make
                           his scheduled loan repayments, by personal check or
                           other cash equivalent, not less frequently than
                           monthly. The Trustee may charge a fee for processing
                           each repayment. The Participant who has incurred a
                           Disability and has qualified for benefits under his
                           Employer's long-term disability plan, is treated as
                           being in Employment and on an authorized unpaid
                           leave.

         (j)      DEFAULT. If the Participant fails to timely repay his loan, by
                  the end of the calendar quarter following the calendar quarter
                  in which such failure occurs, the Committee will declare a
                  default of the entire outstanding balance, but will not deduct
                  any portion of the defaulted balance from his Before-Tax
                  Account unless he has terminated Employment or become
                  Disabled. If the Participant has terminated or become
                  Disabled, the Committee will treat the defaulted loan as a
                  deemed distribution and will issue a Form 1099-R for the year
                  in which the default occurs. If he has not terminated or
                  become Disabled, the Committee will treat the defaulted loan
                  as a deemed distribution except for the portion that was
                  loaned from his Before-Tax Account, which cannot be
                  distributed until his Disability or Termination Date. The
                  Committee will hold the canceled note in the Participant's
                  Before-Tax Account as a non-income-producing investment until
                  he becomes Disabled or terminates employment, and will then
                  reduce his Before-Tax Account balance by the amount of the
                  defaulted loan balance attributable to that Account.

         (k)      SUSPENSION OF REPAYMENTS DURING MILITARY LEAVE. Each
                  Participant may elect to suspend his loan repayments while he
                  is on unpaid military leave covered under the Uniformed
                  Services Employment and Reemployment Rights Act of 1994. The
                  five-year maximum repayment period will be extended by the
                  length of the suspension. The Plan will not charge interest
                  during the period of leave.


                                       40
<PAGE>

         (l)      LOANS FROM MONEY PURCHASE PLAN BALANCES. The married
                  Participant who borrows any portion of his Account balance
                  that is attributable to employer contributions to a Merged
                  Plan that was a money purchase plan, must have his Spouse's
                  written consent in compliance with Subsection 6.7(b).

5.4      DIRECT ROLLOVER. To the extent permitted under Section 6.10, the
         Committee will permit Participants to effect direct rollovers of their
         in-service withdrawals, under the rules set forth in Section 6.10.
         Withdrawals required under Code Section 401(a)(9), hardship withdrawals
         made after December 31, 1998, and loan proceeds are not eligible for
         rollover.



                                       41
<PAGE>
                                    ARTICLE 6

                          POST-EMPLOYMENT DISTRIBUTIONS

6.1      DISTRIBUTION EVENTS.

         (a)      TERMINATION OF EMPLOYMENT OR DISABILITY. The Participant who
                  terminates Employment for any reason or becomes Disabled, will
                  be eligible for either immediate or deferred payment of his
                  aggregate Account balances. The Participant must contact the
                  Service Center and apply for payment, and must provide all
                  requested documentation. The Trustee will issue payment as
                  soon as practicable after the Committee approves the
                  application. Effective January 1, 2002, payment may be made to
                  Participants who have transferred to an employer outside the
                  Controlled Group, i.e., terminated Employment, even if they
                  continue working in the same position and same location for
                  the new employer, if assets are not transferred from this Plan
                  to a plan maintained by the new employer, and the new employer
                  does not maintain this Plan.

         (b)      DEATH. If a Participant dies with any Account balances, the
                  Plan will pay his balances to his beneficiary(s) under the
                  rules stated in Section 6.6. The beneficiary(s) must contact
                  the Service Center and apply for payment, and must provide all
                  requested documentation. The Trustee will issue payment as
                  soon as practicable after the Committee approves the
                  application.

         (c)      EMPLOYER-INITIATED TRANSFER. The Company may merge this Plan
                  with another qualified defined contribution plan. The Company
                  may spin off a portion of this Plan and direct the Trustee to
                  transfer affected Participant's Account balances to another
                  employer's qualified plan. The Plan is not required to obtain
                  Participant consent for such transactions. The transferee plan
                  must protect all benefits covered under Code Section
                  411(d)(6), e.g., forms of payment.

         (d)      EMPLOYEE-INITIATED VOLUNTARY DIRECT TRANSFERS (CHANGE IN
                  EMPLOYMENT TRANSFER). The Committee may permit Participants to
                  elect to make voluntary transfers of Account balances from
                  this Plan, if the transfers are associated with


                                       42
<PAGE>
                  either a corporate transaction (e.g., a merger or acquisition)
                  or a change in a Participant's employment status (e.g., a
                  transfer to another employer, whether or not it is a
                  Controlled Group member, that has not adopted the plan in
                  which the Participant originally participated). It is not
                  necessary for the transferee plan to protect benefits that
                  were provided in the transferor plan, i.e., the Code Section
                  411(d)(6) anti-cutback rules do not apply. This type of direct
                  transfer is not available for an eligible rollover
                  distribution for which the Participant can elect a direct
                  rollover of his entire Account balances.

         (e)      PLAN TERMINATION. If the Plan terminates in part or in whole,
                  and the Committee directs payment of benefits to affected
                  Participants and beneficiaries, distributions will be made
                  only in lump sum payments. The installment option will not be
                  available for distributions made on account of Plan
                  termination. However, the Plan will not make distributions
                  under this Subsection if an Employer maintains a Successor
                  Plan. For this purpose, EMPLOYER means an entity that is a
                  Controlled Group member on the effective date of the Plan
                  termination. SUCCESSOR PLAN means any other defined
                  contribution plan maintained by the same Employer, excluding
                  ESOPs and simplified employee pensions (SEPs), that exists at
                  any time during the period beginning on the Plan termination
                  date and ending 12 months after the final distribution date of
                  all assets from the terminated Plan. However, if at all times
                  during the 24-month period beginning 12 months before the Plan
                  termination date, fewer than 2 percent of the Participants in
                  this Plan are eligible under the Successor Plan, that plan
                  will not be treated as a Successor Plan.

6.2      AMOUNT OF PAYMENT. The Participant or beneficiary will receive his
         payment(s) based on the amount of his Account balances (minus any
         outstanding loan balance) determined as of the Valuation Date on which
         the payment request is processed.

6.3      TIMING OF PAYMENT. The Committee will direct the Trustee or other payor
         to issue the payment to the Participant or beneficiary as soon as
         practicable after it approves the request. If the Trustee is required
         to sell Employer Stock in order to distribute cash, the Plan will delay
         payment for the period required to effect the sale.


                                       43
<PAGE>

         (a)      PAYMENT TO THE PARTICIPANT. The Participant may elect to
                  receive or begin receiving payment of his Account balances as
                  soon as administratively practicable after his Termination
                  Date, but not later than the end of the second calendar month
                  following the month when he reaches age 70-1/2. The terminated
                  or Disabled Participant whose aggregate Account balances
                  exceeds $5,000 may leave all or part of his Account balances
                  in the Plan until that date.

         (b)      PAYMENT TO A BENEFICIARY. The beneficiary of the deceased
                  Participant may elect to receive or begin receiving payment of
                  his Account balances as soon as administratively practicable
                  after providing evidence satisfactory to the Committee of the
                  Participant's death. The non-Spouse beneficiary may not defer
                  payment later than the last day of the calendar year following
                  the year in which the Participant's death occurs. The
                  surviving-Spouse beneficiary may not defer payment later than
                  the last day of the calendar year in which the deceased
                  Participant would have reached age 70-1/2.

6.4      FORMS OF PAYMENT.

         (a)      ACCOUNT BALANCE OVER $5,000. Regardless of the reason for
                  termination of Employment, the Participant or beneficiary
                  whose Account balances exceed $5,000 may elect to receive
                  payment in one of the following forms:

                  (1)      LUMP SUM payment; or

                  (2)      INSTALLMENTS in substantially equal monthly,
                           quarterly, semi-annual, or annual payments, over a
                           period that does not exceed the Participant's or
                           beneficiary's life expectancy or the joint and last
                           survivor life expectancy of the Participant and his
                           beneficiary, but not longer than 9 years. The
                           Participant or beneficiary who initially elects
                           installment payments may elect at any time to receive
                           a lump sum payment of the remaining balances, or may
                           elect not more frequently than once in any 12-month
                           period to increase the amount of the installment
                           payments. From time to time, the Committee will
                           establish and publish to Participants and
                           beneficiaries the order in which the Trustee will
                           deduct


                                       44
<PAGE>

                           installment payments from Accounts and from the
                           investment funds in which Accounts are invested. The
                           Participant or beneficiary will be permitted to
                           change investment elections during the installment
                           period on the same basis as active Participants. See
                           Addendum A for rules in effect before January 1,
                           2002.

         (b)    ACCOUNT BALANCE NOT OVER $5,000. As soon as practicable after
                the Participant's Termination Date, the Plan will automatically
                make a lump sum payment in cash to any Participant or
                beneficiary whose aggregate Account balances do not exceed
                $5,000 as of the payment date. The Participant or beneficiary
                may elect to receive Employer Stock for the portion of his
                Accounts invested in Employer Stock as of the payment date. When
                the Account balances of a Participant or beneficiary who is
                receiving installment payments decrease to less than $5,000, the
                Plan will not cash out those balances unless the Participant or
                beneficiary elects a lump sum payment. The automatic cash-out
                threshold was $3,500 before 1998.

6.5      MEDIUM OF PAYMENT. The Participant or beneficiary may elect to receive
         the Account balances either (1) entirely in cash; (2) entirely in whole
         shares of Employer Stock, or (3) a combination of cash and Employer
         Stock. The Plan will distribute cash for amounts invested in funds
         other than the Employer Stock Fund, and cash or shares of Employer
         Stock for amounts invested in the Employer Stock Fund. Any fractional
         share of Employer Stock will be paid in cash. If the Trustee is not
         able to purchase a sufficient number of shares of Employer Stock, the
         Committee will notify the Participant or beneficiary that distribution
         will be delayed until the Trustee is able to settle the purchase. If
         the Trustee is not able to purchase a sufficient number of shares of
         Employer Stock within one year after the elected distribution date, or
         before the required distribution date described in Section 6.6 if
         earlier, the Plan will distribute cash instead of Employer Stock.

6.6      REQUIRED DISTRIBUTION RULES. The following provisions are effective
         January 1, 1997.

         (a)      PARTICIPANT'S REQUIRED BEGINNING DATE. The Plan permits the
                  terminated Participant to defer payment until the end of the
                  second calendar month following the month when he reaches age
                  70-1/2. The Plan will make a lump sum payment, or begin
                  installment payments, of his Account balances no later than
                  that date. The Plan



                                       45
<PAGE>

                  will calculate the minimum amount required to be paid
                  annually, based on his total Account balances as of the last
                  day of the preceding year. However, unless the Participant
                  elects otherwise, the Plan will make or begin to make payment
                  of his Account balances no later than the 60th day after the
                  end of the Plan Year in which occurs the latest of: (1) his
                  65th birthday; (2) the tenth anniversary of the date he began
                  participating in the Plan; or (3) his Termination Date. The
                  Plan treats a failure to elect earlier payment as an election
                  to defer.

         (b)      PARTICIPANT'S DEATH BEFORE REQUIRED BEGINNING DATE. If the
                  Participant dies with an Account balance and before his
                  required beginning date under Subsection (a), the Trustee will
                  ignore any payment made before the required beginning date for
                  purposes of the beneficiary's required beginning date, i.e.,
                  the Trustee will treat the beneficiary as if the Participant
                  had died before payments began, even if the Participant had
                  received his first minimum annual payment before his death. If
                  the beneficiary is the surviving Spouse, the Trustee will
                  begin payments to the Spouse no later than the last day of the
                  calendar year in which the deceased Participant would have
                  reached age 70-1/2, and will calculate each minimum annual
                  payment on the basis of a period not to exceed the lesser of 9
                  years, or the Spouse's life expectancy as recalculated each
                  year. If the beneficiary is not the Spouse, the Trustee will
                  begin payments no later than the last day of the calendar year
                  following the year in which the Participant died and will
                  calculate each minimum annual payment on the basis of a period
                  not to exceed the lesser of 9 years, or the beneficiary's life
                  expectancy as recalculated each year. If the Trustee does not
                  begin payments by such date, the Trustee will pay the entire
                  balance no later than the end of the calendar year in which
                  the fifth anniversary of the Participant's death occurs.

         (c)      PARTICIPANT'S DEATH AFTER REQUIRED BEGINNING DATE. If the
                  Participant dies after his required beginning date, the
                  Trustee will pay out his remaining Account balances in an
                  annual amount at least as great as the annual installment
                  amount the Participant received for each year between his
                  required beginning date and his date of death, regardless of
                  the identity of his beneficiary(s).



                                       46
<PAGE>

(d)             COMPLIANCE WITH CODE SECTION 401(A)(9). The intent of this
                Section is that the distribution date for each Participant and
                beneficiary will be within the limitations permitted under Code
                Section 401(a)(9). If there is any discrepancy between this
                Section and Code Section 401(a)(9), that Code Section will
                prevail.

6.7      BENEFICIARY DESIGNATION. To be treated as a survivor, an individual
         beneficiary must survive the Participant by a period no less than 30
         days.

         (a)      PROCEDURE. The Participant may name as his primary and/or
                  contingent beneficiary one or more individuals or an entity
                  other than a natural person, e.g., a trust, foundation,
                  school, or church, to receive any Account balances remaining
                  in the Plan after his death. The surviving Spouse will be the
                  sole primary beneficiary unless the Spouse has waived that
                  right under Subsection (b). If no designated beneficiary
                  survives the Participant, the Plan will treat the surviving
                  Spouse (if any) as the beneficiary, or if none then the
                  Participant's descendants per stirpes, or if none then the
                  Participant's estate. If the Participant names more than one
                  beneficiary, he must designate the percentages payable to
                  each, and may indicate whether each beneficiary is primary or
                  secondary. The Participant who elects the installment form of
                  payment may designate a primary and secondary beneficiary, and
                  may change his beneficiary(s) at any time before his death,
                  with Spousal consent if he is married. If the Participant was
                  receiving installment payments, the Plan will pay any balance
                  that remains after the death of the last surviving designated
                  beneficiary, to that beneficiary's estate. After the
                  Participant's death, the beneficiary will have the right to
                  make investment elections under Section 4.2, and to elect
                  payment under the rules set forth in this Article 6. The Plan
                  will not honor any beneficiary designation that the Committee
                  or the Service Center did not receive before the Participant's
                  death.

         (b)      WAIVER OF SPOUSE'S RIGHTS. The sole primary beneficiary of the
                  married Participant is his surviving Spouse, unless he elects
                  to have all or any part of his Account balances that otherwise
                  would be payable to his surviving Spouse in the event of his
                  death, payable instead to one or more beneficiary(s)
                  designated under Subsection (a). Each such election must be in
                  writing and (1) must be signed by the Participant and his
                  Spouse; (2) the Spouse's consent must acknowledge the effect
                  of the




                                       47
<PAGE>

                  election and that he/she cannot later revoke the waiver unless
                  the Participant makes a new beneficiary designation; (3) the
                  Spouse's consent must either specifically approve each named
                  beneficiary and the elected form of payment, or must permit
                  the Participant to name any beneficiary and elect any form of
                  payment; and (4) the Spouse's consent must be witnessed by a
                  notary public. Spousal consent will not be required if the
                  Participant provides the Committee with a decree of
                  abandonment or legal separation, or with satisfactory evidence
                  that he cannot obtain consent because he has been unable to
                  locate his Spouse after reasonable effort. If the Spouse is
                  legally incompetent, the Spouse's court-appointed guardian may
                  give consent, even if the guardian is the Participant.

         (c)      PAYMENT TO MINOR OR INCOMPETENT BENEFICIARIES. If the deceased
                  Participant's beneficiary is a minor, or is legally
                  incompetent, the Trustee will make payment to the
                  court-appointed guardian or representative of such
                  beneficiary, or to a trust established for the benefit of such
                  beneficiary, as applicable. If no guardian or representative
                  is appointed, and no trust is established, the Plan will defer
                  payment until the beneficiary reaches majority or becomes
                  legally competent under applicable state law. Such payment
                  will be in full satisfaction of all liability that the Plan
                  and Plan fiduciaries have with respect to the deceased
                  Participant and the beneficiary.

         (d)      DISCLAIMER OF BENEFICIARY STATUS. Any beneficiary can disclaim
                  the right to receive all or part of the Account balance that
                  otherwise would be payable, by presenting to the Committee a
                  written and notarized disclaimer. The Plan will treat the
                  beneficiary who has disclaimed his rights as if he predeceased
                  the Participant.

         (e)      JUDICIAL DETERMINATION. If the Committee for any reason
                  considers it improper to direct any payment as specified in
                  this Section, it may have a court of applicable jurisdiction
                  determine to whom payments should be made.

6.8      PAYMENT TO THE PARTICIPANT'S REPRESENTATIVE. If the Participant is
         incompetent to handle his affairs at any time while he is eligible to
         receive a payment from the Plan, the Trustee will make payment to his
         court-appointed personal representative, or if none is appointed the
         Trustee may in its discretion make payment to his next-of-kin or
         attorney-in-fact, for the


                                       48
<PAGE>

         benefit of the Participant. The Committee may request a court of
         competent jurisdiction to determine the payee. Such payment will be in
         full satisfaction of all liability that the Plan and Plan fiduciaries
         have with respect to the Participant.

6.9      UNCLAIMED BENEFITS. In the event the Committee cannot locate, with
         reasonable effort and after a period of five years, any person entitled
         to receive the Participant's Account balances, his balances will be
         forfeited but will be reinstated, as required under Treasury
         Regulations Section 1.401(a)-14(d) or any other applicable law, in the
         event he subsequently makes a claim for benefits.

6.10     DIRECT ROLLOVER. The Participant or surviving Spouse or Spousal
         alternate payee under a qualified domestic relations order, who
         receives an eligible rollover distribution from this Plan, may instruct
         the Committee to transfer all or part of the distribution to another
         qualified retirement plan (which for this purpose includes Code Section
         403(b) plans and Code Section 457(b) governmental plans, beginning
         January 1, 2002) or to an individual retirement account (IRA). Before
         January 1, 2002, a surviving Spouse cannot roll over to another
         qualified retirement plan. An eligible rollover distribution is either
         (a) a lump sum payment, or (b) a payment other than one that is part of
         a series of substantially equal periodic payments, made at least
         annually, over a period of at least 10 years, or over the lifetime or
         life expectancy of the Participant or the joint lifetimes or life
         expectancies of the Participant and his named beneficiary. Beginning
         January 1, 2002, the Committee will permit rollovers from the After-Tax
         Accounts. The following will not be eligible for rollover: (a) minimum
         annual amounts required to be paid under Code Section 401(a)(9) as
         described in Section 6.6; (b) amounts paid as cash dividends on
         Employer Stock under Subsection 4.1(c); (c) hardship withdrawals made
         after December 31, 1998; (d) refunds of Excess 402(g) Deferrals; (e)
         refunds of Employee Contributions that had been designated as Catch-Up
         Contributions but that failed to meet the requirements set forth in
         Subsection 3.1(d); and (f) any refunds required to satisfy the ADP Test
         and/or ACP Test in the event the Plan loses safe harbor status for any
         Plan Year. The Committee will provide timely notice of the right to
         make a direct rollover. The payee must timely provide in writing all
         information required to effect the rollover. Non-Spousal beneficiaries
         cannot make rollovers.



                                       49
<PAGE>
                                    ARTICLE 7

                          LIMITATIONS ON CONTRIBUTIONS

7.1      EXCESS 402(g) DEFERRALS. The Plan will limit each Participant's
         Elective Contributions to the Dollar Limit in effect for each calendar
         year under Code Section 402(g), as indexed under that Section. In the
         event any Participant makes Excess 402(g) Deferrals for any calendar
         year, the excess amount will be distributed under the following rules.

         (a)      TIME OF DISTRIBUTION. If the Participant made his Excess
                  402(g) Deferral solely to this Plan, the Committee will
                  distribute the excess amount and attributable earnings as soon
                  as practicable after it discovers the excess. If the
                  Participant made his Excess 402(g) Deferral in whole or in
                  part to another qualified plan or individual retirement
                  account but wishes to withdraw all or part of the excess
                  amount from this Plan, he must submit to the Committee no
                  later than March 15 written documentation that he made Excess
                  402(g) Deferrals for the previous calendar year and a request
                  that a specified amount of the excess be distributed from this
                  Plan. In the event any Excess 402(g) Deferral is not refunded
                  by April 15 of the calendar year following the calendar year
                  in which it was contributed, it will remain in the
                  Participant's Before-Tax Account until a distribution event
                  occurs under Article 5 or 6, except to the extent the Internal
                  Revenue Service (IRS) permits earlier distribution under a
                  self-correction program or otherwise. The Plan will not refund
                  any Excess 402(g) Deferral in excess of the amount the
                  Participant has actually contributed to this Plan plus
                  attributable earnings.

         (b)      REPORTING FORM. When the Trustee refunds the Excess 402(g)
                  Deferral, it will designate the refund as an Excess 401(g)
                  Deferral on the appropriate form published by the IRS so that
                  the Participant can designate the refund as an Excess 402(g)
                  Deferral on his income tax return.

         (c)      ORDER OF DISTRIBUTIONS. From time to time, the Committee will
                  instruct the recordkeeper whether to use the
                  first-in-first-out method, or the last-in-first-out method, to
                  make refunds of Excess 402(g) Deferrals.

         (d)      INCLUSION IN ANNUAL ADDITION. Excess 402(g) Deferrals made by
                  HCEs and by NCEs that are refunded in the same Plan Year or by
                  April 15 of the next following Plan Year



                                       50
<PAGE>

                  will not be included in their Annual Additions under Section
                  7.2. Excess 402(g) Deferrals that are also Excess Annual
                  Additions and that are refunded under Subsection 7.2(b) as
                  such, will not be included in the Participant's Annual
                  Addition.

         (e)      DETERMINATION OF EARNINGS. The Committee will use the Plan's
                  normal method of calculating earnings to determine the amount
                  of earnings attributable to each Participant's Excess 402(g)
                  Deferrals for the Plan Year for which the Contribution was
                  made, and will ignore gap period earnings (for the period
                  between the end of the Plan Year and the refund date).

7.2      CODE SECTION 415 LIMITATION. In no event will the Maximum Annual
         Addition for any Participant exceed the Code Section 415 Limit
         described in this Section.

         (a)      APPLICABLE DEFINITIONS. For purposes of this Section, the
                  following terms will have the meanings set forth below.

                  (1)      ANNUAL ADDITION means, for each Participant for each
                           Limitation Year, the sum of (A) Employee
                           Contributions and Employer Contributions allocated to
                           his Accounts under this Plan; (B) any contributions
                           allocated to an individual medical account that is
                           part of a pension or annuity plan maintained by a
                           Controlled Group member from which benefits described
                           in Code Section 401(h) are payable; (C) any
                           contributions to separate post-retirement medical
                           benefit accounts maintained for key employees under
                           Code Section 419A(d)(3) under a welfare benefit fund;
                           and (E) any allocations under a simplified employee
                           pension maintained by any Employer. Annual Addition
                           EXCLUDES (A) Excess 402(g) Deferrals timely refunded
                           under Section 7.1, (B) any Contributions distributed
                           as Excess Annual Additions under Subsection
                           7.2(a)(4), and Catch-Up Contributions. For purposes
                           of determining the Annual Addition, the Committee
                           will use cost basis to value Financed Shares and will
                           use Fair Market Value for other shares of Employer
                           Stock. For any Limitation Year for which no more than
                           one-third of the Employer Contributions used to repay
                           principal and/or interest on an Acquisition Loan are
                           allocated to HCEs, the Annual Addition will not
                           include the Participant's allocable share of


                                       51
<PAGE>

                           Employer Contributions used to pay interest on an
                           Acquisition Loan, if the Trustee makes the interest
                           payment no later than the due date of the Company's
                           federal income tax return, including extensions, for
                           the fiscal year in which ends the Limitation Year for
                           which the Contribution was made. The Committee may in
                           its discretion reallocate Employer Contributions to
                           the extent necessary to avoid allocating more than
                           one-third of such Contributions to HCEs for any
                           Limitation Year. For any Limitation Year when more
                           than one-third of the Employer Contributions are
                           allocated to HCEs, each Participant's Annual Addition
                           will be based on both principal and interest payments
                           on any Acquisition Loan.

                  (2)      COMPENSATION means the taxable earnings paid to the
                           Participant by an Employer and reported on his Form
                           W-2 for the Limitation Year, plus salary reduction
                           amounts deferred under Code Sections 401(k),125
                           and/or 132(f).

                  (3)      CONTROLLED GROUP means the Controlled Group as
                           defined in Article 1, except that 50 percent is
                           substituted for 80 percent each place it appears. For
                           purposes of the Code Section 415 Limit, all
                           Controlled Group members are considered to be a
                           single Employer.

                  (4)      EXCESS ANNUAL ADDITION means any Elective
                           Contribution and/or Employer Contribution that
                           exceeds the Participant's Maximum Annual Addition for
                           the Limitation Year.

                  (5)      LIMITATION YEAR means the Plan Year.

                  (6)      MAXIMUM ANNUAL ADDITION means, for each Participant
                           during each Limitation Year, an amount that does not
                           exceed the lesser of (A) $ 40,000 as indexed in
                           $1,000 increments under Code Section 415, or (B) 100
                           percent of his Compensation.

         (b)      EXCESS ANNUAL ADDITIONS. The Committee will remove from each
                  Participant's Accounts any allocations that would cause his
                  Annual Addition for any Plan Year to


                                       52
<PAGE>

                  exceed his Maximum Annual Addition, if the excess results from
                  a reasonable error in estimating his annual Compensation, or
                  in determining the amount of Elective Contributions that he
                  can make under the Dollar Limit described in Section 7.1, or
                  under other circumstances that the Internal Revenue Service
                  permits. The Committee will refund unmatched Employee
                  Contributions, and then matched Employee Contributions, with
                  attributable earnings. The Committee will then remove the
                  Matching Contributions attributable to the refund(s) to a
                  suspense account. The Committee will reallocate the amount in
                  the suspense account to all Participants as part of their
                  Matching Contribution for the same or the next Plan Year. In
                  the event the Plan terminates before the suspense account
                  balance is reduced to zero, the Committee will allocate the
                  remaining balance as a uniform percentage of Compensation.

         (c)      COMBINING OF PLANS. For purposes of applying the limitations
                  described in this Section, all defined contribution plans that
                  are qualified under Code Sections 401(a) and 501(a) and are
                  maintained by Controlled Group members, will be treated as a
                  single defined contribution plan. If any Controlled Group
                  member maintains a qualified defined contribution plan for any
                  Plan Year, the Committee will determine from which plan any
                  Excess Annual Addition will be distributed.

         (d)      COMPLIANCE WITH CODE SECTION 415. The intent of this Section
                  is that the maximum permissible allocation under Code Section
                  415 is available to each Participant for each Limitation Year.
                  If there is any discrepancy between this Section and Code
                  Section 415, Code Section 415 will prevail.

7.3      TOP-HEAVY RULES. Since the Plan is a safe harbor plan that accepts only
         Elective Contributions that meet the safe harbor requirements of Code
         Section 401(k)(12), and Matching Contributions that meet the safe
         harbor requirements of Code Section 401(m)(11), the Plan is deemed to
         be in compliance with the Code Section 416 top-heavy rules effective
         January 1, 2002. The top-heavy rules that were in effect before January
         1, 2002, and that will resume effectiveness if the Plan fails to
         qualify as a safe-harbor plan for any Plan Year, are set forth in
         Addendum A.


                                       53
<PAGE>
                                    ARTICLE 8

                        AMENDMENT, TERMINATION AND MERGER

8.1      AMENDMENT.

         (a)      PROCEDURE. The Company reserves the right to amend the Plan
                  from time to time. Amendments that significantly impact
                  funding and/or Employer Contributions will be subject to the
                  approval of the Board or the Compensation Committee. With
                  respect to other amendments, the Committee will determine when
                  an amendment is appropriate, and will cause the amendment to
                  be drafted. The amendment will be adopted, or the adoption
                  will be ratified, by signature of a member of the Committee.

         (b)      PROHIBITED AMENDMENTS. The Committee will not permit the
                  adoption of any amendment that would have the effect of any of
                  the following:

                  (1)      EXCLUSIVE BENEFIT. No amendment will permit any part
                           of the Trust Fund to be used for purposes other than
                           the exclusive benefit of Participants and
                           beneficiaries and the payment of reasonable
                           administrative expenses.

                  (2)      NONREVERSION. No amendment will cause any assets of
                           the Trust Fund to be returned to any Employer, except
                           as provided in Subsection 3.2(j) and 8.2(c).

                  (3)      NO CUT-BACK. No amendment will eliminate or reduce
                           any Participant's Account balance accrued before the
                           amendment.

         (c)      ADMINISTRATIVE CHANGES WITHOUT PLAN AMENDMENT. The Committee
                  reserves authority to make administrative changes to this Plan
                  document that do not alter the minimum qualification
                  requirements, without formal amendment to the Plan. The
                  Committee may effect such changes by substituting pages in the
                  Plan document with corrected pages. Administrative changes
                  include, but are not limited to corrections of typographical
                  errors and similar errors, conforming provisions for
                  administrative procedures to actual practice and changes in
                  practice, and deleting or correcting language that fails to
                  accurately reflect the intended provision of the Plan.


                                       54
<PAGE>

8.2      TERMINATION OF THE PLAN.

         (a)      RIGHT TO TERMINATE. The Company expects this Plan to be
                  continued indefinitely but necessarily reserves the right to
                  terminate the Plan or any portion of the Plan and all
                  contributions attributable to the terminated portion at any
                  time, and to terminate the participation of any Employer at
                  any time, subject to approval of the Board. The Committee has
                  sole and complete discretionary authority to determine when a
                  partial termination of the Plan has occurred.

         (b)      PROVISION FOR BENEFITS UPON PLAN TERMINATION. In the event of
                  termination, the Company may either: (1) continue the Trust,
                  or any portion of the Trust for so long as it considers
                  advisable and so long as permitted by law, either through the
                  existing trust agreement(s), or through successor funding
                  media; or (2) terminate the Trust, or any portion of the
                  Trust, pay all expenses, and direct the payment of the
                  benefits, either in the form of lump-sum distributions,
                  transfer to another qualified plan, or any other form selected
                  by the Committee, to the extent permitted by applicable law.

         (c)      SURPLUS REVERSION. Any assets that remain after all benefits
                  under the Plan have been allocated will be returned to the
                  affected Employer(s), to the extent permitted by applicable
                  law.

8.3      PLAN MERGER. In the event of any merger or consolidation of the Plan
         with any other plan, or the transfer of assets or liabilities by the
         Plan to another plan, each Participant will be entitled to receive a
         benefit immediately after the merger, consolidation or transfer, if the
         Plan then terminated, that is equal to or greater than the benefit he
         would have been entitled to receive immediately before the merger,
         consolidation, or transfer if the Plan had then terminated.



                                       55
<PAGE>

                                    ARTICLE 9
                                 ADMINISTRATION

9.1      ALLOCATION OF FIDUCIARY RESPONSIBILITIES. The Plan fiduciaries will
         have the powers and duties described below, and may delegate their
         duties to the extent permitted under ERISA Section 402.

         (a)      COMPANY. The Company, through its Board, will be responsible
                  for appointing and removing Compensation Committee members,
                  appointing and removing the Trustee, and for terminating the
                  Plan or any substantial part of the Plan. The Company and each
                  other Employer will be responsible for making Contributions to
                  the Plan in the amounts determined by the Compensation
                  Committee. As used in this Article 9, the term Committee
                  refers to the Plan Committee.

         (b)      COMPENSATION COMMITTEE. The Chairman of the Compensation
                  Committee will be responsible for appointing Committee
                  members. The Compensation Committee may delegate its
                  responsibilities to the Committee and to appropriate officers
                  of the Company.

         (c)      THE COMMITTEE.

                  (1)      APPOINTMENT AND TERMINATION OF OFFICE. The Committee
                           will consist of not less than 3 individuals who will
                           be appointed by and serve at the pleasure of the
                           Chairman of the Compensation Committee of the Board.
                           The Chairman will have the right to remove any member
                           of the Committee at any time. A member may resign at
                           any time by written resignation to the Committee and
                           the Chairman. The Chairman will appoint a successor
                           to fill any vacancy in the Committee's membership.

                  (2)      ORGANIZATION OF COMMITTEE. The Committee will elect a
                           chairman from among its members, and will appoint a
                           secretary who may or may not be a Committee member.
                           The Committee may appoint agents who may or may not
                           be Committee members, as it considers necessary for
                           the effective performance of



                                       56
<PAGE>

                           its duties, and may delegate to the agents
                           ministerial powers and duties as it considers
                           expedient or appropriate. The Committee will fix the
                           compensation of the agents. Employee Committee
                           members will serve as such without additional
                           compensation.

                  (3)      COMMITTEE MEETINGS. The Committee will hold meetings
                           at least annually. A majority of the members then in
                           office will constitute a quorum. Each action of the
                           Committee will be taken by a majority vote of all
                           members then in office, provided that the Committee
                           may establish procedures for taking written votes
                           without a meeting.

                  (4)      POWERS OF THE COMMITTEE. The Committee will have
                           primary responsibility for administering the Plan and
                           all powers necessary to enable it to properly perform
                           its duties, and will have sole and complete
                           discretionary authority in the exercise of its powers
                           and duties, including but not limited to the
                           following. The Board intends to grant to the
                           Committee such sole and complete discretionary
                           authority in the exercise of all its powers and
                           duties as to invoke the arbitrary-and-capricious
                           standard of review as opposed to the de novo
                           standard.

                           (A)      RULES. The Committee may adopt rules and
                                    regulations necessary for the performance of
                                    its duties under the Plan.

                           (B)      AMENDMENT AND CONSTRUCTION. The Committee
                                    will have the power to amend the Plan,
                                    construe the Plan, and make final decisions
                                    on all questions and disputes arising under
                                    the Plan. The Committee must obtain Board
                                    approval to terminate the entire Plan, but
                                    will have discretionary authority to effect
                                    a partial termination of the Plan and to
                                    determine when a partial termination has
                                    occurred.

                           (C)      INDIVIDUAL ACCOUNTS. The Committee or its
                                    agent will maintain individual Accounts for
                                    each Participant, and will allocate
                                    Contributions, expenses, investment
                                    earnings/losses, withdrawals and
                                    distributions, to the proper Accounts.


                                       57
<PAGE>

                           (D)      RIGHTS TO BENEFITS. The Committee will have
                                    sole and complete discretionary authority to
                                    determine the eligibility of any individual
                                    to participate in the Plan, the right of any
                                    Participant or beneficiary to receive
                                    benefits, and the amount of benefits to
                                    which any Participant or beneficiary may be
                                    entitled under the Plan, and to implement
                                    the claims procedure described in Section
                                    9.4. For this purpose, benefits include
                                    in-service withdrawals and loans.

                           (E)      EMPLOYEE DATA. The Committee will request
                                    from the Employers complete information
                                    regarding the Compensation and Employment of
                                    each Participant and other facts as it
                                    considers necessary from time to time, and
                                    will treat Employer records as conclusive
                                    with respect to such information.

                           (F)      PAYMENTS. The Committee will direct the
                                    payment of Account balances from the Trust,
                                    or may appoint a disbursing agent, and will
                                    specify the payee, the amount and the
                                    conditions of each payment.

                           (G)      DISCLOSURE. The Committee will prepare and
                                    distribute to the Employees plan summaries,
                                    notices and other information about the Plan
                                    in such manner as it deems proper and in
                                    compliance with applicable law.

                           (H)      APPLICATION FORMS. To the extent that
                                    elections and applications are not executed
                                    via electronic media, the Trustee or the
                                    Committee will provide forms for use by
                                    Participants in making contribution and


                                       58
<PAGE>

                                    investment elections, in-service withdrawals
                                    and loans, and applying for benefits.

                           (I)      SAFE HARBOR COMPLIANCE. The Committee will
                                    monitor the Plan's compliance with the safe
                                    harbor requirements set forth in Code
                                    Sections 401(k)(12) and 401(m)(11)
                                    throughout each Plan Year and will take any
                                    action it considers necessary and
                                    appropriate to ensure that the requirements
                                    are satisfied for each Plan Year. Before the
                                    2002 Plan Year, the Committee ensured annual
                                    compliance with the ADP and ACP
                                    nondiscrimination tests.

                           (J)      DELEGATION OF DUTIES. The Committee may
                                    delegate any of its administrative duties to
                                    Company employees and other agents, and may
                                    retain legal counsel, accountants,
                                    actuaries, consultants and such other agents
                                    as it considers necessary to properly
                                    administer the Plan.

                           (K)      FINANCIAL STATEMENTS. The Trustee
                                    periodically will prepare reports of the
                                    Plan's operation, showing its assets and
                                    liabilities in reasonable detail, and will
                                    submit a copy of each report to the Board
                                    and cause a copy to be maintained in the
                                    office of the secretary of the Committee.

                           (L)      REPORTING. The Committee will cause to be
                                    filed all reports required under ERISA and
                                    the Code.

                           (M)      INVESTMENT MANAGER. Subject to the Board's
                                    approval, the Committee may from time to
                                    time and at any time, appoint, approve the
                                    appointment of, remove, and/or replace, one
                                    or more investment managers.

                           (N)      CORRECTION OF DEFECTS. Plan fiduciaries will
                                    take reasonable steps to ensure that the
                                    Plan document is in compliance with all
                                    applicable laws as in effect from time to
                                    time, and to ensure that the Plan is
                                    administered as written. If the Committee
                                    discovers a material defect in the Plan's
                                    operation or administration, It will take
                                    reasonable steps to correct the defect as
                                    promptly as practicable.


                                       59
<PAGE>


                  (d)      THE TRUSTEE. The Company may discharge the Trustee
                           and appoint one or more successor Trustees, who will
                           have the duties and responsibilities described in the
                           trust agreement executed by the Company and the
                           Trustee(s). The trust agreement will be an integral
                           part of this Plan.

9.2      EXPENSES. The Committee will determine, in its sole discretion, whether
         the expenses incurred in administering the Plan and Trust will be paid
         by the Employers or by the Trustee from the Trust Fund. Plan expenses
         include but are not limited to (a) fees and charges for attorneys,
         accountants, consultants, investment managers, and the Trustee; (b)
         office space used for the administration of the Plan; and (c) the
         salary and related costs of any person who provides administrative
         services to the Plan. The Plan may hire employees and pay them
         reasonable compensation, and may share employees with an Employer with
         a reasonable pro-ration of compensation. No Employee will receive any
         additional compensation for services performed in connection with the
         Plan. The Trustee will pay from the Trust Fund the expenses incurred in
         connection with the investment of Plan assets. The Committee may direct
         the Trustee to reimburse the Employers for reasonable administrative
         expenses they have paid directly on behalf of the Plan.

9.3      INDEMNIFICATION. The Employers will indemnify and hold harmless the
         Committee and each member, and each Employee to whom the Committee has
         delegated responsibility under this Article, from all joint or several
         liability for their acts and omissions in the administration of the
         Plan, except for their own breach of fiduciary duty and willful
         misconduct.

9.4      CLAIMS PROCEDURE.

                  (a)      APPLICATION FOR BENEFITS. Each Participant, or
                           beneficiary, must submit a written application for
                           payment, with such documentation as the Committee
                           considers necessary to process the claim. The
                           Committee may adopt forms and require that the



                                       60
<PAGE>

                           forms be used for the submission of claims. The Plan
                           will not treat as a claim any oral or electronic
                           request for information or for a re-determination of
                           benefits. The Committee reserves the right to
                           withhold payment of any claim for which conflicting
                           claims have been asserted. The Trustee will not pay
                           any benefit under the Plan until the Committee has
                           determined, in its sole and complete discretion, that
                           the claimant is entitled to the benefit.

                  (b)      DECISION ON CLAIM. Within 90 days after receipt of a
                           claim and all necessary information, the Committee
                           will issue a written decision. If the claim is denied
                           in whole or in part, the notice will set forth (1)
                           specific reasons for the denial and references to
                           Plan provisions upon which the denial is based; (2) a
                           description of any additional information necessary
                           to process the claim; and (3) an explanation of the
                           Plan's appeals procedure. If special circumstances
                           require an extension of time (which cannot exceed 90
                           additional days), the Committee will furnish the
                           claimant written notice of the extension, and an
                           explanation why it is necessary, before the end of
                           the initial 90-day period.

                  (c)      APPEAL. The claimant and/or his representative may
                           appeal an adverse decision by requesting in writing,
                           within 60 days after he receives the decision, that
                           the Committee review the decision. Or, if the
                           Committee fails to issue a decision, the claimant
                           must submit his appeal within 150 days after he
                           initially filed his claim, or 240 days if the
                           Committee secured the 90-day extension described in
                           Subsection (b). He may submit a statement of issues
                           and supporting arguments and any evidence that he has
                           to support his claim. He may inspect all documents
                           that are reasonably pertinent to his case, upon
                           reasonable notice to the Committee, but may not
                           inspect confidential information concerning any other
                           person. The Committee may set the matter for oral
                           hearing and give the claimant reasonable notice of
                           the time and place. The Committee will proceed
                           promptly to resolve all issues and issue a written
                           decision, with a statement of reasons and references
                           to supporting provisions of the Plan, within 60 days.
                           If special circumstances require an extension of
                           time, the Committee will render a decision as soon as
                           possible, but not later than 120 days after receipt
                           of the appeal. If an extension is required, the
                           Committee will issue written notice with an
                           explanation of the circumstances requiring the
                           extension, before the extension period begins.


                                       61
<PAGE>

                  (d)      SPECIAL TIME PERIOD FOR COMMITTEE MEETINGS.
                           Notwithstanding Subsection 9.4(c), during periods
                           when the Committee holds regularly scheduled meetings
                           at least quarterly, and a claimant's request for
                           appeal is received less than 30 days before a
                           scheduled meeting, the Committee may render its
                           decision on the appeal during the second regularly
                           scheduled meeting after receiving the request for
                           appeal. However, if an appeal hearing is held, the
                           Committee may render its decision during the third
                           regularly scheduled meeting after receiving the
                           request for appeal. If the Committee invokes the
                           extensions described in this Subsection (d), it will
                           issue written notice with an explanation of the rules
                           in this Subsection and the date when the decision
                           will be rendered, not later than the first meeting
                           date after receiving the request for appeal. The
                           Committee will notify the claimant in writing of its
                           determination, within 5 days after it makes its
                           decision on the appeal.

                  (e)      EXHAUSTION OF ADMINISTRATIVE REMEDIES. Unless the
                           claimant has timely exhausted the administrative
                           remedies described in this Section 9.4, the claimant
                           will not be entitled to pursue any remedies available
                           under ERISA Section 502(a).


                                       62
<PAGE>

                                   ARTICLE 10
                                  MISCELLANEOUS

10.1     HEADINGS. The headings and subheadings in this Plan have been inserted
         for convenient reference, and to the extent any heading or subheading
         conflicts with the text, the text will govern.

10.2     CONSTRUCTION. The Plan will be construed in accordance with the laws of
         the State of Georgia, without regard to its choice-of-law rules, except
         to the extent such laws are preempted by ERISA or the Code or any other
         applicable federal law.

10.3     CONTINUED QUALIFICATION FOR TAX-EXEMPT STATUS. Notwithstanding any
         other provision of the Plan, the amendment and restatement of the Plan
         is adopted on the condition that it will be approved by the Internal
         Revenue Service as meeting the requirements of the Code and ERISA for
         tax-exempt status. In the event continued qualification is denied and
         cannot be obtained by revisions satisfactory to the Committee, the
         Committee may delete all or any part of the amendment and restatement,
         or may declare it null and void in its entirety.

10.4     NONALIENATION. No benefits payable under the Plan will be subject to
         the claim or legal process of any creditor of any Participant or
         beneficiary, and no Participant or beneficiary will alienate, transfer,
         anticipate or assign any benefits under the Plan, except that
         distributions will be made pursuant to (a) qualified domestic relations
         orders issued in accordance with Code Section 414(p), (b) judgments and
         levies resulting from federal tax assessments, and (c) agreements
         between a Participant or beneficiary and an Employer under Treasury
         Regulations Section 1.401(a)(13)(e) for the use of all or part of his
         benefits under the Plan to repay his indebtedness to the Employer,
         which amount of benefits will be paid in a lump sum as soon as
         practicable after the agreement is executed and will be subject to the
         withholding requirements set forth in Section 10.7; and (d) as
         otherwise required by law. Effective August 5, 1997, the Committee will
         offset the Account balances of any Participant or beneficiary if
         required under a judgment of conviction for a crime involving the Plan,
         or under a civil judgment or a consent order, or settlement agreement
         with a governmental agency, in an action brought in connection with a
         violation of fiduciary duty under the Plan.


                                       63
<PAGE>

10.5     NO EMPLOYMENT RIGHTS. Participation in the Plan will not give any
         Employee the right to be retained in the employ of any Employer, or
         upon termination of Employment any right or interest in the Plan except
         as provided in the Plan.

10.6     NO ENLARGEMENT OF RIGHTS. No person will have any right to or interest
         in any part of the Plan except as specifically provided in the Plan.

10.7     WITHHOLDING FOR TAXES. Payments under the Plan will be subject to
         withholding for income taxes as required by law. The Committee will
         withhold 20 percent federal income tax from each eligible rollover
         distribution over $200 that is not rolled over directly into another
         qualified retirement plan or individual retirement account under
         Sections 5.4 or 6.10. The Committee will withhold the amount or
         percentage elected by the Participant for any payment that is not an
         eligible rollover distribution.

10.8     SUSPENSION OF TRANSACTIONS. The Committee may direct the temporary
         suspension of certain Plan transactions, as it considers necessary to
         accommodate changes in the Plan's record keeping and/or administrative
         systems or programs. The Committee will provide reasonable notice to
         Participants of the dates when each suspension will begin and end.


                                       64
<PAGE>

         IN WITNESS WHEREOF, SunTrust Banks, Inc. has caused this amendment and
restatement of the SunTrust Banks, Inc. 401(k) Plan to be executed by its duly
authorized officer this _____ day of December, 2001, to be effective as of
January 1, 2002, except that certain provisions are effective as of other dates
stated in the affected sections of this Plan.

                                       SUNTRUST BANKS, INC.



                                       By:
                                          -------------------------------------
                                       Title:
                                             ----------------------------------

ATTEST:



By:
    -------------------------------------
Title:
       ----------------------------------

Corporate Seal:


<PAGE>

                        SUNTRUST BANKS, INC. 401(K) PLAN

                                   ADDENDUM A
                       HISTORY OF REVISED PLAN PROVISIONS

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                              PAGE
<S>                                                                                                           <C>
ARTICLE 1         DEFINITIONS

                  A-1.11     Compensation                                                                      A-1
                             (d)    Statutory Limit                                                            A-1
                  A-1.53     Valuation Date                                                                    A-1

ARTICLE 2         ELIGIBILITY
                  A-2.2      Participation Upon Reemployment                                                   A-2

ARTICLE 3         CONTRIBUTIONS
                  A-3.2      Employer Contributions                                                            A-2
                             (a)    Employer Matching Contribution                                             A-2
                             (e)    Vesting                                                                    A-3

ARTICLE 5         IN-SERVICE DISTRIBUTIONS
                  A-5.1      Withdrawal Without a Hardship                                                     A-3
                             (a)    Types of In-Service Withdrawals                                            A-3
                  A-5.2      Hardship Withdrawal                                                               A-3
                  A-5-4      No In-service Withdrawal from Money Purchase Accounts                             A-4

ARTICLE 6         POST-EMPLOYMENT DISTRIBUTIONS
                  A-6.4      Forms of Payment                                                                  A-4

ARTICLE 7         LIMITATIONS ON CONTRIBUTIONS
                  A-7.2      Code Section 415 Limitations                                                      A-4
                  A-7.3      Top-Heavy Rules                                                                   A-4
                             (a)    Applicable Definitions                                                     A-5
                             (b)    Determination of Top-Heavy Status                                          A-6
                             (c)    Minimum Benefit During Top-Heavy Plan Years                                A-7
                  A-7.4      Nondiscrimination (ADP and ACP) Tests                                             A-7
                             (a)    ADP Test                                                                   A-8
                             (b)    ACP Test                                                                   A-8
                             (c)    Correction of Excess ADP Contributions and ACP
                                    Contributions                                                              A-9
                             (d)    Excess Annual Addition                                                    A-11
                             (e)    Corrective Contribution                                                   A-11
</TABLE>


<PAGE>

                        SUNTRUST BANKS, INC. 401(K) PLAN

                                   ADDENDUM A
                       HISTORY OF REVISED PLAN PROVISIONS

The following provisions are records of the Plan's relevant history. These
provisions have the same Section headings and numbers as the corollary Sections
in the main test of the Plan, with the prefix "A-" to correspond to this
Addendum A. Certain provisions explain historical events; others explain rules
that were in effect during the stated periods of the Plan's existence but have
been revised as set forth in the corollary Sections of the main text of the
Plan. Although revised, these historical provisions may continue to affect the
amount of and/or entitlement to benefits of a Participant or beneficiary whose
benefits are determined after the dates when these provisions were changed,
particularly those Participants who terminated before the effective date of one
or more revisions.

                                    ARTICLE 1
                                   DEFINITIONS

A-1.11   COMPENSATION.

         (d)      STATUTORY LIMIT. For Plan Years 1989 through 1993, each
                  Participant's Compensation taken into account for all purposes
                  under the Plan was limited to $200,000 (as indexed under Code
                  Section 401(a)(17)). For Plan Years 1994 through 2001, each
                  Participant's Compensation taken into account for all purposes
                  under the Plan was limited to $150,000 (as indexed in $10,000
                  increments under Code Section 401(a)(17)).

A-1.53   VALUATION DATE. Before July 1, 1997 when the Plan adopted daily
         valuation, the Valuation Date was the last day of each calendar month.


                                      A-1
<PAGE>

                                    ARTICLE 2
                                   ELIGIBILITY

A-2.2    PARTICIPATION UPON REEMPLOYMENT. Before the 2002 Plan Year, the Plan
         did not allocate Matching Contributions to any Participant until he had
         completed 12 months of Employment. The Participant who terminated and
         was rehired was permitted to resume participation as of the first day
         of any month following the date he resumed Employment or as soon
         thereafter as administratively practicable. For each rehired
         Participant whose Employment Date preceded August 1, 1998, the Plan
         treated him as if he had completed 12 months of pre-break Employment
         and was eligible to receive Matching Contributions when he resumed
         Participation in the Plan. Each rehired Participant whose Employment
         Date was after July 31, 1998 and whose break did not exceed 12 months,
         received credit for his actual pre-break months of Employment and for
         the months between his Termination Date and his rehire date, for
         purposes of eligibility to receive Matching Contributions. Each rehired
         Participant whose Employment Date was after July 31, 1998 and whose
         break exceeded 12 months, received credit for his actual pre-break
         months of Employment for purposes of eligibility to receive Matching
         Contributions.

                                    ARTICLE 3
                                  CONTRIBUTIONS

A-3.2    EMPLOYER CONTRIBUTIONS.

         (A)      EMPLOYER MATCHING CONTRIBUTION. During the first month of the
                  2000 Plan Year, the recordkeeper improperly allocated an
                  Employer Contribution in a manner that overstated the amounts
                  in the Employer Contribution Accounts invested in Employer
                  Stock. As soon as practicable after the Committee discovered
                  the overstatement, it directed the recordkeeper to correct the
                  balances of Participants who had not received distributions.
                  For Participants who had received distributions, which the
                  Committee determined to be a nondiscriminatory group, the
                  Company made an extra Employer Contribution in the amount
                  necessary to reconcile the distributed Account balances with
                  the Trust Fund. The Committee determined, within its
                  discretion reserved in Subsection 4.1(f), that the cost of
                  attempting to recover the overstated amounts exceeded the
                  amounts involved, and that the extra


                                      A-2
<PAGE>

                  Employer Contribution was the more reasonable method to
                  achieve reconciliation.

         (E)      VESTING. Before January 1, 1997, the Plan used a five-year
                  cliff vesting schedule, and complied with the break-in-service
                  rules set forth in Code Sections 410 and 411. Effective as of
                  January 1, 1997, all Employer Contribution Accounts became
                  fully vested, including the Accounts of Participants who had
                  terminated and had not yet incurred a five-year break in
                  service. The Plan used the elapsed-time method to account for
                  vesting service.

                                    ARTICLE 5
                            IN-SERVICE DISTRIBUTIONS

A-5.1    WITHDRAWALS WITHOUT A HARDSHIP.

         (A)      TYPES OF IN-SERVICE WITHDRAWALS.

                  (5)      REQUIRED IN-SERVICE WITHDRAWALS. Before the 1997
                           calendar year, the Plan paid required annual amounts
                           to each active Participant who had reached his age
                           70-1/2 required beginning date under Code Section
                           401(a)(9). The Plan ceased this practice in 1997, as
                           permitted by the Small Business Jobs Protection Act
                           of 1996. The Plan is not required to grandfather the
                           practice because it permits as-needed withdrawals
                           after Participants reach age 59-1/2.

A-5.2    HARDSHIP WITHDRAWALS. For the Participant who received a hardship
         withdrawal before January 1, 2002, the Plan imposed 12 months
         suspension on his eligibility to make Elective Contributions. The Code
         Section 402(g) Dollar Limit on his Elective Contributions (described in
         Section 7.1 of the main text of the Plan) for the calendar year
         following the calendar year in which he received his hardship
         withdrawal, was reduced by the amount of the Elective Contributions he
         made during the calendar year in which he received his hardship
         withdrawal. The Dollar Limit in effect for the second calendar year
         applied to the two calendar years as if they were a single year.
         Effective January 1, 2002, the Plan no longer applies the Dollar Limit
         across two Plan Years.


                                      A-3
<PAGE>

A-5.4    NO IN-SERVICE WITHDRAWAL FROM MONEY PURCHASE ACCOUNTS. Effective March
         12, 1995, the Plan has not and will not permit any Participant or
         beneficiary to make any withdrawal from any balances that have been
         transferred into this Plan from any money purchase balances in any
         other plan, or from the post-transfer earnings on those balances,
         before he has had a payment event as described in Section 6.1.

                                    ARTICLE 6
                          POST-EMPLOYMENT DISTRIBUTIONS

A-6.4    FORMS OF PAYMENT. Before April 1, 2002, the Plan provides annuity forms
         of payment to certain acquired or merged entities listed in Addendum C,
         which forms were grandfathered from predecessor plans that merged into
         this Plan. During 2001, the Plan provided a 90-day notice to all
         affected Participants that effective April 1, 2002 the Plan no longer
         will offer annuity forms of payment. However, with respect to Money
         Purchase Accounts, the Plan will continue to provide the single life
         annuity as the normal form for unmarried Participants, and the 50
         percent joint and survivor annuity as the normal form for married
         Participants.

                                    ARTICLE 7
                          LIMITATIONS ON CONTRIBUTIONS

A-7.2    CODE SECTION 415 LIMITATION. Before the 2002 Limitation Year, each
         Participant's Maximum Annual Addition was $35,000 or 25 percent of his
         Compensation.

A-7.3    TOP-HEAVY RULES. Before the Plan became a safe harbor plan under Code
         Sections 401(k)(12) and 401(m)(11) on January 1, 2002, the Plan was
         required to prove that it was not top-heavy under Code Section 416.
         Effective for the 2002 Plan Year, the Plan is exempt from the top-heavy
         rules as a safe harbor plan. The Committee has determined that the Plan
         was not top-heavy for any Plan Year before 2002. The following rules
         applied before the Plan became safe harbor in the 2002 Plan Year. These
         rules, which have been revised to comply with the Economic Growth and
         Tax Reform and Reconciliation Act of 2001, will again apply if the Plan
         should lose safe harbor status for any Plan Year.


                                      A-4
<PAGE>

         (A)      APPLICABLE DEFINITIONS. For purposes of this Section, the
                  following terms have the meanings set forth below.

                  (1)      AGGREGATION GROUP. The REQUIRED AGGREGATION GROUP
                           includes each qualified plan maintained in the
                           Controlled Group in which a Key Employee is a
                           participant, and each other plan that enables any
                           plan with Key Employee participants to meet the
                           requirements of Code Section 401(a)(4) or 410, which
                           plans are required to be aggregated for purposes of
                           determining top-heavy status. The PERMISSIVE
                           AGGREGATION GROUP includes the qualified plans of the
                           Controlled Group that are required to be aggregated,
                           plus such plans that are not part of the Required
                           Aggregation Group but that satisfy the requirements
                           of Code Sections 401(a)(4) and 410 when considered
                           together with the Required Aggregation Group.

                  (2)      CUMULATIVE ACCOUNT BALANCES means the Cumulative
                           Account Balance of each Participant as of any
                           Determination Date, which includes his: (A) Employer
                           Contribution Account balance as of the most recent
                           Valuation Date, adjusted by allocations of his
                           proportionate share of Employer Contributions
                           actually made and allocations of investment gains or
                           losses made or due to be made under Section 4.1 of
                           the main text of the Plan as of the Determination
                           Date; (B) Employee Contribution Account balances as
                           of the most recent Valuation Date, adjusted by
                           allocations of investment gains or losses made or due
                           to be made under Section 4.1 as of the Determination
                           Date; and (C) distributions made during the one-year
                           period ending on the Determination Date because of
                           termination, death or Disability and any in-service
                           withdrawals made during the five-year period ending
                           on the Determination Date, but excluding
                           distributions made to or on behalf of any Participant
                           who has not performed service for an Employer during
                           the one-year period ending on the Determination Date,
                           and excluding distributions rolled over to qualified
                           plans maintained by Controlled Group members that are
                           reflected in Account balances. Before 2002, the
                           lookback period was 5 years for all distributions.


                                      A-5
<PAGE>

                  (3)      DETERMINATION DATE means, for each Plan Year, the
                           last day of the preceding Plan Year.

                  (4)      KEY EMPLOYEE means any Employee or former Employee
                           (including any deceased employee) who at any time
                           during the Plan Year that includes the Determination
                           Date was an officer of an Employer having annual
                           Compensation greater than $130,000 (as adjusted under
                           Code Section 416(i)(1) for Plan Years beginning after
                           December 31, 2002), a 5-percent owner of an Employer,
                           or a 1-percent owner of an Employer having annual
                           Compensation greater than $150,000. No more than the
                           lesser of 50 Employees or 10 percent of all Employees
                           (at least 3) are treated as officers.

                  (5)      NON-KEY EMPLOYEE means an Employee who is not a Key
                           Employee.

                  (6)      TOP-HEAVY PLAN YEAR means a Plan Year when the Plan
                           is top-heavy.

         (B)      DETERMINATION OF TOP-HEAVY STATUS. The Plan will be treated as
                  top-heavy for the tested Plan Year if either: (1) the sum of
                  the Cumulative Account Balances of Participants who are Key
                  Employees exceeds 60 percent of the sum of the Cumulative
                  Account Balances of all Participants; or (2) the Plan is part
                  of a Required Aggregation Group in which more than 60 percent
                  of the sum of (A) aggregated Cumulative Account Balances, and
                  (B) present values of accrued benefits under defined benefit
                  plans, have been accumulated in favor of Key Employees
                  (including distributions under any Employer-sponsored plan
                  during the 1-year period ending on the determination date, or
                  during the past 5-year period for any in-service withdrawals).
                  The Plan will not be considered a top-heavy plan with respect
                  to any Plan Year in which the Plan is part of a Required or
                  Permissive Aggregation Group that is not top-heavy.

         (C)      MINIMUM BENEFIT DURING TOP-HEAVY PLAN YEARS. Each Participant
                  who is a Non-Key Employee in a Top-Heavy Plan Year and who
                  also participates in a defined benefit plan maintained by a
                  Controlled Group member, will receive the minimum benefit
                  under the defined benefit plan required under Code Section
                  416(c)(1). Each


                                      A-6
<PAGE>

                  Non-Key Employee Participant who does not participate in a
                  defined benefit plan, and who has not terminated Employment as
                  of the last day of the Plan Year, will receive an allocation
                  of Employer Contributions in an amount not less than the
                  lesser of (A) 3 percent of his taxable Form W-2 Compensation,
                  or (B) the Compensation percentage of the Key Employee whose
                  percentage is the highest of all Participants for the Plan
                  Year, which percentage is calculated by including both
                  Employer Contributions (other than Safe Harbor Contributions)
                  and Employee Contributions. The Company will make the required
                  Employer Contribution for each eligible Non-Key Employee
                  Participant whether or not he has made any Employee
                  Contributions for the Plan Year, and regardless of his level
                  of Form W-2 Compensation for the Plan Year.

A-7.4    NONDISCRIMINATION (ADP AND ACP) TESTS. Before January 1, 2002, the Plan
         was required to satisfy the ADP and ACP Tests for each Plan Year.
         Effective in 2002, the Plan meets the safe harbor requirements under
         Code Sections 401(k)(12) and 401(m)(11) and is exempt from
         nondiscrimination testing. For each Plan Year before 2002 when the Plan
         was redesigned as safe harbor, the Committee ensured that the Plan met
         the nondiscrimination tests in that it (a) limited or directed the
         Trustee to refund Employee Contributions for HCEs to the extent
         necessary to meet the ADP Test, and (b) limited Matching Contributions
         for HCEs to the extent necessary to meet the ACP Test. Alternatively,
         the Plan authorized the Committee to direct the Company to make the
         Corrective Contributions described in Subsection (e). Beginning in
         1999, the Plan excluded from the ADP and ACP Tests any NCE who had less
         than one Year of Service and was younger than age 21. The Plan did not
         use the lookback year testing method. If the Plan should lose safe
         harbor status for any Plan Year, these rules will again apply for that
         Plan Year.

         (a)      ADP TEST. The Plan conducted the ADP Test for each Plan Year
                  to determine whether the Actual Deferral Percentage (ADP) for
                  the HCE Group and the ADP for the NCE Group for each Plan Year
                  were within the maximum disparity described in Subsection
                  (a)(3). The Plan conducted the ADP Test by the following
                  steps:


                                      A-7
<PAGE>

                  (1)      ACTUAL DEFERRAL RATIO (ADR). The Committee determined
                           the ratio of the sum of each Participant's Employee
                           Contributions and any of his Employer Contributions
                           used in the ADP Test, to his Compensation.

                  (2)      AVERAGE DEFERRAL PERCENTAGE (ADP). The ADP for the
                           HCE Group is the average of their individual ADRs,
                           calculated separately for each Participant in the HCE
                           Group. The ADP for the NCE Group is the average of
                           their individual ADRs, calculated separately for each
                           Participant in the NCE Group.

                  (3)      MAXIMUM DISPARITY. In no Plan Year did the Average
                           Deferral Percentage of the HCE Group exceed the
                           greater of: (A) the ADP of the NCE Group multiplied
                           by 1.25; or (B) the lesser of the ADP of the NCE
                           Group plus 2 percentage points, or the ADP of the NCE
                           Group multiplied by 2.

         (B)      ACP TEST. The Plan conducted the ACP Test to determine whether
                  the Actual Contribution Percentage (ACP) for the HCE Group and
                  the ACP for the NCE Group for each Plan Year were within the
                  maximum disparity permitted under Subsection (b)(3). The Plan
                  conducted the ACP Test by the following steps:

                  (1)      ACTUAL CONTRIBUTION RATIO (ACR). The Committee
                           determined the ratio of each Participant's allocation
                           of Matching Contributions and any Corrective
                           Contributions made to satisfy the ACP Test, to his
                           Compensation.

                  (2)      AVERAGE CONTRIBUTION PERCENTAGE (ACP). The ACP for
                           the HCE Group is the average of their individual
                           ACRs, calculated separately for each Participant in
                           the HCE Group. The ACP for the NCE Group is the
                           average of their individual ACRs, calculated
                           separately for each Participant in the NCE Group.

                  (3)      MAXIMUM DISPARITY. In no Plan Year did the Average
                           Contribution Percentage of the HCE Group exceed the
                           greater of: (A) the ACP of the NCE Group multiplied
                           by 1.25; or (B) the lesser of the ACP of the NCE
                           Group plus 2 percentage points, or the ACP of the NCE
                           Group multiplied by 2.


                                      A-8
<PAGE>

(C)               CORRECTION OF EXCESS ADP CONTRIBUTIONS AND EXCESS ACP
                  CONTRIBUTIONS. Before the 2002 Plan Year, the Committee
                  corrected Excess ADP Contributions and Excess ACP
                  Contributions by using the following rules. If the Plan should
                  lose safe harbor status for any Plan Year, the Committee will
                  use these rules if correction is needed.

(1)                      CORRECTION BEFORE EXCESS CONTRIBUTIONS ARE MADE. If the
                         Committee determined, before Excess ADP Contributions
                         and/or Excess ACP Contributions were made, that the
                         Plan would fail to meet either the ADP Test or the ACP
                         Test or both tests for that Plan Year, it either made
                         the Corrective Contribution described in Subsection (e)
                         or limited the Employee Contributions and/or the
                         Matching Contributions for the HCE Group by such amount
                         and beginning as of such pay period as it considered
                         necessary to prevent failing the ADP Test and/or ACP
                         Test.

(2)                      CORRECTION AFTER EXCESS CONTRIBUTIONS ARE MADE. If the
                         Committee determined, after the Plan had already
                         received Excess ADP Contributions and/or Excess ACP
                         Contributions, that the Plan would fail to meet either
                         the ADP Test or the ACP Test or both tests for that
                         Plan Year, it selected one or more of the following
                         methods to cure the failure: (A) directed that the
                         Corrective Contribution described in Subsection 3.2(c)
                         be made, or (B) refunded, distributed and/or forfeited
                         the excess amounts and attributable earnings for
                         affected HCEs. The Committee effected the curative
                         method no later than the end of the Plan Year following
                         the Plan Year for which the excess amount was
                         contributed, and if practicable by March 15 of that
                         Plan Year.

                           (A)      REFUND OF EXCESS ADP CONTRIBUTIONS. If the
                                    Committee elected to correct the excess by
                                    making refunds, it determined the dollar
                                    amount of the excess to be refunded by using
                                    the ratio leveling method, and then refunded
                                    Excess ADP Contributions to HCEs in the
                                    order of the dollar amount contributed,
                                    beginning with the HCE with the highest
                                    dollar


                                      A-9
<PAGE>

                                    amount and continued the refunds, if
                                    necessary, until all HCEs had the same
                                    dollar amount, and then reduced those dollar
                                    amounts equally. The Committee first
                                    refunded unmatched Employee Contributions to
                                    each affected HCE, and then refunded matched
                                    Employee Contributions.

                           (B)      FORFEITURE OF EXCESS ACP CONTRIBUTIONS. For
                                    any Plan Year, the Committee forfeited
                                    Matching Contributions attributable to
                                    refunded Employee Contributions. To the
                                    extent that forfeitures (if any) were not
                                    sufficient to cure failure of the ACP Test,
                                    the Committee distributed Excess ACP
                                    Contributions to HCEs. The Committee
                                    determined the dollar amount of the Matching
                                    Contributions to be distributed, by using
                                    the ratio leveling method, and then
                                    distributed the excess amount by the dollar
                                    leveling method, i.e., in the order of the
                                    dollar amount contributed, beginning with
                                    the HCE with the highest dollar amount and
                                    continued the distributions, if necessary,
                                    until all HCEs had the same dollar amount,
                                    and then reduced those dollar amounts
                                    equally.

                  (3)      DETERMINATION OF EARNINGS. The Committee used the
                           Plan's normal method of calculating earnings to
                           determine the amount of earnings attributable to each
                           Participant's Excess ADP Contributions and/or Excess
                           ACP Contributions for the Plan Year for which the
                           Contributions were made, and ignored gap period
                           earnings (for the period between the end of the Plan
                           Year and the correction date).

         (D)      EXCESS ANNUAL ADDITION. Any Employee Contribution or Employer
                  Contribution that was an Excess Annual Addition for purposes
                  of the Code Section 415 limit, and was distributed under
                  Subsection 7.2(b), was not be included in the ADP Test or ACP
                  Test, as applicable.

         (E)      CORRECTIVE CONTRIBUTION. In each Plan Year in which the Plan
                  had Excess ADP Contributions and/or Excess ACP Contributions,
                  the Plan authorized the Committee, in its discretion and in
                  lieu of the refunds/distributions/ forfeitures des-


                                      A-10
<PAGE>

                  cribed in this Section 7.4, to direct the Company to make a
                  Corrective Contribution in the amount necessary to satisfy the
                  ADP Test and/or ACP Test. The Committee could cause each
                  Corrective Contribution to be allocated by one of the
                  following methods, and could select the group(s) of NCEs to
                  whom the Contributions were allocated and the percentages
                  allocated to each group (for example, the entire Contribution
                  could be allocated to the lowest-paid 10 percent of NCEs). The
                  Committee could require each NCE Participant to execute a
                  nondisclosure agreement as a condition to receiving an
                  allocation of the Corrective Contribution.

                  (1)      QUALIFIED MATCHING CONTRIBUTIONS (QMACS). The
                           Committee could direct each affected Employer to make
                           a Corrective Contribution to


                                      A-11
<PAGE>

                           match a percentage of the Employee Contributions made
                           by certain NCE Participants for the Plan Year, in
                           addition to the Matching Contribution described above
                           in Subsection (a), in the amount necessary to meet
                           the ADP Test and/or ACP Test for the Plan Year. The
                           Committee could direct uniform or nonuniform
                           percentages for each selected NCE Participant.

                  (2)      QUALIFIED NONELECTIVE CONTRIBUTIONS (QNECS). The
                           Committee could direct each affected Employer to make
                           a Corrective Contribution in an amount equal to a
                           percentage of the Compensation earned by selected NCE
                           Participants for the Plan Year, in addition to the
                           Matching Contribution described above in Subsection
                           (a), in the amount necessary to meet the ADP Test
                           and/or ACP Test for the Plan Year. The Committee
                           could direct uniform or nonuniform percentages for
                           each selected NCE Participant.

                  (3)      FIXED-DOLLAR METHOD. The Committee could determine
                           the amount of the Corrective Contribution needed to
                           satisfy the ADP Test and/or ACP Test for the Plan
                           Year, and could allocate those dollars among selected
                           NCE Participants on the basis of performance or by
                           any method selected by the Committee.


                                      A-12
<PAGE>

                        SUNTRUST BANKS, INC. 401(K) PLAN

                                   ADDENDUM B
                           ACQUIRED OR MERGED ENTITIES

Special provisions that apply only to Participants who were employed by each of
the entities identified below before it was acquired by or merged with the
Company or became part of the Controlled Group, are set forth in separate
numbered units of this Addendum B. The numbered units are arranged by effective
dates. The special provisions set forth in each numbered unit have the same
Section numbers and headings as the corollary Sections in the main text of the
Plan, with the prefix "B" to correspond to this Addendum B. Except to the extent
that special provisions alter the corollary provisions in the main text of the
Plan, the main text applies.

<TABLE>
<CAPTION>
UNIT NO.         ACQUIRED OR MERGED ENTITIES                             EFFECTIVE DATE                      PAGE

<S>              <C>                                                     <C>                                 <C>
B1               First National Bank of Venice                           April 1, 1992                         1
B2               HomeTrust Bank of Georgia                               January 1, 1993                       2
B3               First National Bank of Florence                         February 1, 1993                      3
B4               Coast Bank and Federal Savings Bank                     February 22, 1993                     4
B5               Flagler National Bank                                   March 15, 1993                        5
B6               Regional Investment Corporation,
                 Premium Assignment Corporation,
                 Andrew Jackson Savings Bank, and
                 Baker Mortgage Loans, Inc.                              February 17, 1994                     6
B7               Peoples State Bank                                      May 12, 1995                          7
B8               Key Biscayne Bank & Trust                               August 11, 1995                       8
B9               Stephens Diversified Leasing, Inc.                      October 11, 1995                      9
B10              Ponte Vedra Banking Corporation                         January 19, 1996                     10
B11              Union Planters Bank                                     September 5, 1997                    11
B12              Equitable Securities Corporation                        January 1, 1998                      12
B13              Citizens Bancorporation                                 October 31, 1998                     13
B14              First Union Corporation                                 December 31, 1998                    14
B15              Crestar Financial Corporation                           December 31, 1998                    16
B16              The Regency Group                                       April 30, 1999                       19
B17              Assets Management Advisors, Inc.                        March 28, 2001                       20
B18              The Robinson-Humphrey Company, LLC                      July 26, 2001                        21
B19              Huntington Bancshares                                   February 15, 2002                    22
</TABLE>


                                      A-13
<PAGE>

                        SUNTRUST BANKS, INC. 401(K) PLAN
                                   ADDENDUM B1
                          FIRST NATIONAL BANK OF VENICE

                                    ARTICLE 1
                                   DEFINITIONS

B1-1.1   ACCOUNTS. The Venice Plan accounts that were merged into the corollary
         Employer Contribution Accounts under this Plan included leveraged and
         non-leveraged ESOP contributions, which were subject to 5-year cliff
         vesting but became fully vested on January 1, 1997, and tax credit ESOP
         contributions (commonly called PAYSOP contributions) that were fully
         vested.

B1-1.16  EFFECTIVE DATE means April 1, 1992, the date when First National Bank
         of Venice (Venice) became part of the Controlled Group (the COMPANY
         MERGER DATE). January 1, 1993 was the date when the Venice Plan became
         part of this Plan (the PLAN MERGER DATE).

B1-1.42  PLAN (VENICE PLAN) means the Florida Westcoast Banks, Inc. Employee
         Stock Bonus Plan, which was merged into this Plan as of the January 1,
         1993 Plan Merger Date.

                                    ARTICLE 2
                                   ELIGIBILITY

B1-2.1   ELIGIBILITY. Each Employee who had worked for Venice before the Company
         Merger Date, had met the Venice Plan eligibility requirements, and was
         an active Employee on the Plan Merger Date, became eligible to
         participate in this Plan on that date. This Plan granted credit for
         service with Venice for purposes of eligibility to participate and to
         receive Matching Contributions.


                                      B-1
<PAGE>

                        SUNTRUST BANKS, INC. 401(K) PLAN
                                   ADDENDUM B2
                            HOMETRUST BANK OF GEORGIA

                                    ARTICLE 1
                                   DEFINITIONS

B2-1.1   ACCOUNTS. The HomeTrust Plan accounts that were merged into the
         corollary Employer Contribution Accounts under this Plan included
         leveraged ESOP contributions, matching contributions, and discretionary
         contributions, which were fully vested. Before-tax contributions were
         merged into Before-Tax Accounts.

B2-1.16  EFFECTIVE DATE means January 1, 1993, the date when HomeTrust Bank of
         Georgia (HomeTrust) became part of the Controlled Group, and the date
         when the HomeTrust Plan became part of this Plan (the COMPANY/PLAN
         MERGER DATE).

B2-1.42  PLAN (HOMETRUST PLAN) means the Home Federal Savings Bank of Georgia
         Employee Stock Ownership Plan, which was merged into this Plan as of
         the January 1, 1993 Company/Plan Merger Date.

                                    ARTICLE 2
                                   ELIGIBILITY

B2-2.1   ELIGIBILITY. Each Employee who had worked for HomeTrust on the
         Company/Plan Merger Date, had met the HomeTrust Plan eligibility
         requirements, and was an active Employee on the Company/Plan Merger
         Date, became eligible to participate in this Plan on that date. This
         Plan granted credit for service with HomeTrust for purposes of
         eligibility to participate and to receive Matching Contributions.


                                      B-2
<PAGE>

                        SUNTRUST BANKS, INC. 401(K) PLAN
                                   ADDENDUM B3
                         FIRST NATIONAL BANK OF FLORENCE

                                    ARTICLE 1
                                   DEFINITIONS

B3-1.1   ACCOUNTS. The Florence Plan accounts that were merged into the
         corollary Employer Contribution Accounts under this Plan included
         matching contributions and discretionary contributions, which were
         fully vested. Before-tax contributions were merged into Before-Tax
         Accounts. After-tax contributions were merged into After-Tax Accounts.
         Rollover contributions were merged into Rollover Accounts. The Florence
         Plan offered annuity forms of payment and required Spousal consent for
         withdrawals and distributions. This Plan retained that requirement.
         This Plan issued 90-day notices that annuity forms will not be offered
         and Spousal consent will not be required after March 31, 2002.

B3-1.16  EFFECTIVE DATE means February 1, 1993, the date when the First National
         Bank of Florence (Florence) became part of the Controlled Group (the
         COMPANY MERGER DATE). July 1, 1993 was the date when the Florence Plan
         became part of this Plan (the PLAN MERGER DATE).

B3-1.42  PLAN (FLORENCE PLAN) means the First National Bank of Florence
         Retirement Savings Plan, which was merged into this Plan as of the July
         1, 1993 Plan Merger Date.

                                    ARTICLE 2
                                   ELIGIBILITY

B3-2.1   ELIGIBILITY. Each Employee who had worked for Florence before the
         Company Merger Date, had met the Florence Plan eligibility
         requirements, and was an active Employee on the Plan Merger Date,
         became eligible to participate in this Plan on that date. This Plan
         granted credit for service with Florence for purposes of eligibility to
         participate and to receive Matching Contributions.


                                      B-3
<PAGE>

                        SUNTRUST BANKS, INC. 401(K) PLAN
                                   ADDENDUM B4
                       COAST BANK AND FEDERAL SAVINGS BANK

                                    ARTICLE 1
                                   DEFINITIONS

B4-1.16  EFFECTIVE DATE means February 22, 1993, the date when Coast Bank and
         Federal Savings (Coast) became part of the Controlled Group (the
         COMPANY MERGER DATE).

                                    ARTICLE 2
                                   ELIGIBILITY

B4-2.1   ELIGIBILITY. Each Employee who had worked for Coast before the Company
         Merger Date, had met this Plan's eligibility requirements, and was an
         active Employee on July 1, 1993, became eligible to participate in this
         Plan on that date. This Plan granted credit for service with Coast for
         purposes of eligibility to participate and to receive Matching
         Contributions.


                                      B-4
<PAGE>

                        SUNTRUST BANKS, INC. 401(K) PLAN
                                   ADDENDUM B5
                              FLAGLER NATIONAL BANK

                                    ARTICLE 1
                                   DEFINITIONS

B5-1.16  EFFECTIVE DATE means March 15, 1993, the date when Flagler National
         Bank (Flagler) became part of the Controlled Group (the COMPANY MERGER
         DATE).

                                    ARTICLE 2
                                   ELIGIBILITY

B5-2.1   ELIGIBILITY. Each Employee who had worked for Flagler before the
         Company Merger Date, had met this Plan's eligibility requirements, and
         was an active Employee on July 1, 1993, became eligible to participate
         in this Plan on that date. This Plan granted credit for service with
         Flagler for purposes of eligibility to participate and to receive
         Matching Contributions.


                                      B-5
<PAGE>

                        SUNTRUST BANKS, INC. 401(K) PLAN
                                   ADDENDUM B6
               REGIONAL INVESTMENT CORPORATION, PREMIUM ASSIGNMENT
    CORPORATION, ANDREW JACKSON SAVINGS BANK, AND BAKER MORTGAGE LOANS, INC.

                                    ARTICLE 1
                                   DEFINITIONS

B6-1.16  EFFECTIVE DATE means February 17, 1994, the date when Regional
         Investment Corporation, Premium Assignment Corporation, Andrew Jackson
         Savings Bank, or Banker Mortgage Loans, Inc. (Andrew Jackson) became
         part of the Controlled Group (the COMPANY MERGER DATE).

                                    ARTICLE 2
                                   ELIGIBILITY

B6-2.1   ELIGIBILITY. Each Employee who had worked for Andrew Jackson before the
         Company Merger Date, had met this Plan's eligibility requirements, and
         was an active Employee on April 1, 1994, became eligible to participate
         in this Plan on that date. This Plan granted credit for service with
         Andrew Jackson for purposes of eligibility to participate and to
         receive Matching Contributions.


                                      B-6
<PAGE>

                        SUNTRUST BANKS, INC. 401(K) PLAN
                                   ADDENDUM B7
                               PEOPLES STATE BANK

                                    ARTICLE 1
                                   DEFINITIONS

B7-1.16  EFFECTIVE DATE means May 12, 1995, the date when Peoples State Bank
         (Peoples) became part of the Controlled Group (the COMPANY MERGER
         DATE).

                                    ARTICLE 2
                                   ELIGIBILITY

B7-2.1   ELIGIBILITY. Each Employee who had worked for Peoples before the
         Company Merger Date, had met this Plan's eligibility requirements, and
         was an active Employee on July 1, 1995, became eligible to participate
         in this Plan on that date. This Plan granted credit for service with
         Peoples for purposes of eligibility to participate and to receive
         Matching Contributions.


                                      B-7
<PAGE>

                        SUNTRUST BANKS, INC. 401(K) PLAN
                                   ADDENDUM B8
                            KEY BISCAYNE BANK & TRUST

                                    ARTICLE 1
                                   DEFINITIONS

B8-1.1   ACCOUNTS. The Key Biscayne Plan accounts that were merged into the
         corollary Employer Contribution Accounts under this Plan included
         matching contributions and discretionary contributions, which were
         fully vested. Before-tax contributions were merged into Before-Tax
         Accounts. After-tax contributions were merged into After-Tax Accounts.
         Rollover contributions were merged into Rollover Accounts. The Key
         Biscayne Plan offered annuity forms of payment and required Spousal
         consent for withdrawals and distributions. This Plan retained that
         requirement. This Plan issued 90-day notices that annuity forms will
         not be offered and Spousal consent will not be required after March 31,
         2002.

B8-1.16  EFFECTIVE DATE means August 11, 1995, the date when Key Biscayne Bank &
         Trust (Key Biscayne) became part of the Controlled Group (the COMPANY
         MERGER DATE). January 1, 1996 was the date when the Key Biscayne Plan
         became part of this Plan (the PLAN MERGER DATE).

B8-1.42  PLAN (KEY BISCAYNE PLAN) means the Key Biscayne Bank 401(k) Profit
         Sharing Plan, which was frozen as of the August 11, 1995 Company Merger
         Date and merged into this Plan as of the January 1, 1996 Plan Merger
         Date.

                                    ARTICLE 2
                                   ELIGIBILITY

B8-2.1   ELIGIBILITY. Each Employee who had worked for Key Biscayne before the
         Company Merger Date, had met the Key Biscayne Plan eligibility
         requirements, and was an active Employee on the Plan Merger Date,
         became eligible to participate in this Plan on that date. This Plan
         granted credit for service with Key Biscayne for purposes of
         eligibility to participate and to receive Matching Contributions.


                                      B-8
<PAGE>

                        SUNTRUST BANKS, INC. 401(K) PLAN
                                   ADDENDUM B9
                       STEPHENS DIVERSIFIED LEASING, INC.

                                    ARTICLE 1
                                   DEFINITIONS

B9-1.16  EFFECTIVE DATE means October 11, 1995, the date when Stephens
         Diversified Leasing, Inc. (Stephens) became part of the Controlled
         Group (the COMPANY MERGER DATE).

                                    ARTICLE 2
                                   ELIGIBILITY

B9-2.1   ELIGIBILITY. Each Employee who had worked for Stephens before the
         Company Merger Date, had met this Plan's eligibility requirements, and
         was an active Employee on January 1, 1996, became eligible to
         participate in this Plan on that date. This Plan granted credit for
         service with Stephens for purposes of eligibility to participate and to
         receive Matching Contributions.


                                      B-9
<PAGE>

                        SUNTRUST BANKS, INC. 401(K) PLAN
                                  ADDENDUM B10
                         PONTE VEDRA BANKING CORPORATION

                                    ARTICLE 1
                                   DEFINITIONS

B10-1.1  ACCOUNTS. The Ponte Vedra Plan accounts that were merged into the
         corollary Employer Contribution Accounts under this Plan included
         matching contributions and discretionary contributions, which were
         fully vested. Before-tax contributions were merged into Before-Tax
         Accounts. After-tax contributions were merged into After-Tax Accounts.
         Rollover contributions were merged into Rollover Accounts.

B10-1.16 EFFECTIVE DATE means January 19, 1996, the date when Ponte Vedra
         Banking Corporation (Ponte Vedra) became part of the Controlled Group
         (the COMPANY MERGER DATE). April 1, 1996 was the date when the Ponte
         Vedra Plan became part of this Plan (the PLAN MERGER DATE).

B10-1.42 PLAN (PONTE VEDRA PLAN) means the Ponte Vedra National Bank Retirement
         Savings Plan, which was merged into this Plan as of the April 1, 1996
         Plan Merger Date.

                                    ARTICLE 2
                                   ELIGIBILITY

B10-2.1  ELIGIBILITY. Each Employee who had worked for Ponte Vedra before the
         Company Merger Date, had met the Ponte Vedra Plan eligibility
         requirements, and was an active Employee on the Plan Merger Date,
         became eligible to participate in this Plan on that date. This Plan
         granted credit for service with Ponte Vedra for purposes of eligibility
         to participate and to receive Matching Contributions.


                                      B-10
<PAGE>

                        SUNTRUST BANKS, INC. 401(K) PLAN
                                  ADDENDUM B11
                          UNION PLANTERS NATIONAL BANK

                                    ARTICLE 1
                                   DEFINITIONS

B11-1.1  ACCOUNTS. Former Union Planters employees who became Participants were
         permitted to roll over account balances distributed from the Union
         Planters Plan, into a Rollover Account in this Plan.

B11-1.16 EFFECTIVE DATE means September 5, 1997, the date when the Company
         purchased certain bank branches located in Tennessee from Union
         Planters National Bank (Union Planters) and hired certain Union
         Planters employees (the ACQUISITION DATE). Those branches are located
         at Johnson City (two branches), Bristol (two branches), Kingsport, and
         Greenville, Tennessee.

B11-1.42 PLAN (UNION PLANTERS PLAN) means the Union Planters Retirement Savings
         Plan, which was not merged into this Plan.

                                    ARTICLE 2
                                   ELIGIBILITY

B11-2.1  ELIGIBILITY. Each Employee who had worked for Union Planters Bank
         before the Acquisition Date, had met the eligibility requirements for
         the Union Planters Plan, and was an active Employee on that date,
         became eligible to participate in this Plan on that date. This Plan
         granted credit for service with Union Planters Bank for purposes of
         eligibility to participate and to receive Matching Contributions.


                                      B-11
<PAGE>

                        SUNTRUST BANKS, INC. 401(K) PLAN
                                  ADDENDUM B12
                        EQUITABLE SECURITIES CORPORATION

                                    ARTICLE 1
                                   DEFINITIONS

B12-1.1  ACCOUNTS. The Equitable Plan was frozen as of December 31, 1999. No
         Equitable Plan accounts were transferred to this Plan.

B12-1.16 EFFECTIVE DATE means January 1, 1998, the date when Equitable
         Securities Corporation (Equitable) became part of the Controlled Group
         (the ACQUISITION DATE). Equitable subsequently was renamed SunTrust
         Capital Markets, Inc.

B12-1.42 PLAN (EQUITABLE PLAN) means the Equitable Securities Profit Sharing
         Plan, which was frozen as of December 31, 1999, and is sponsored by
         SunTrust Capital Markets, Inc.

                                    ARTICLE 2
                                   ELIGIBILITY

B12-2.1  ELIGIBILITY. Each Employee who had worked for Equitable before the
         Acquisition Date, had met the Equitable Plan eligibility requirements,
         and was an active Employee on that date, became eligible to participate
         in this Plan on that date. This Plan granted credit for service with
         Equitable for purposes of eligibility to participate and to receive
         Matching Contributions.


                                      B-12
<PAGE>

                        SUNTRUST BANKS, INC. 401(K) PLAN
                                  ADDENDUM B13
                             CITIZENS BANCORPORATION

                                    ARTICLE 1
                                   DEFINITIONS

B13-1.1  ACCOUNTS. The Citizens Plan was terminated as of December 31, 1998, and
         all account balances were distributed. Former Citizens employees who
         became Participants were permitted to roll over those account balances
         into a Rollover Account in this Plan.

B13-1.16 EFFECTIVE DATE means October 31, 1998, the date when the Citizens
         Bancorporation (Citizens), a bank holding company based in Marianna,
         Florida, became part of the Controlled Group (the COMPANY MERGER DATE).

B13-1.42 PLAN (CITIZENS PLAN) means the Citizens Bancorporation Profit Sharing
         Plan, which was terminated as of December 31, 1998, and from which all
         account balances were distributed.

                                    ARTICLE 2
                                   ELIGIBILITY

B13-2.1  ELIGIBILITY. Each Employee who had worked for Citizens before the
         Company Merger Date, had met the Citizens Plan eligibility
         requirements, and was an active Employee on January 1, 1999, became
         eligible to participate in this Plan on that date. This Plan granted
         credit for service with Citizens for purposes of eligibility to
         participate and to receive Matching Contributions.


                                      B-13
<PAGE>

                        SUNTRUST BANKS, INC. 401(K) PLAN
                                  ADDENDUM B14
               FIRST UNION CORPORATION (CERTAIN FLORIDA BRANCHES)

                                    ARTICLE 1
                                   DEFINITIONS

B14-1.1  ACCOUNTS. The following First Union Plan accounts were
         direct-transferred into the corollary Accounts under this Plan on July
         1, 2000: matching contributions (which were fully vested on March 1,
         2000) were transferred into Employer Contribution Accounts; before-tax
         contributions were transferred into Before-Tax Accounts; after-tax
         contributions were transferred into After-Tax Accounts; and rollover
         contributions were transferred into Rollover Accounts. The First Union
         Plan offered annuity forms of payment and required Spousal consent for
         withdrawals and distributions. This Plan retained that requirement.
         This Plan issued 90-day notices that annuity forms will not be offered
         and Spousal consent will not be required after March 31, 2002.

B14-1.16 EFFECTIVE DATE means December 31, 1998, the date when the Company
         purchased certain bank branches located in Florida from First Union
         Corporation and hired certain First Union employees (the ACQUISITION
         DATE). Those branches are located at Lake Panasoffkee, Wildwood,
         Bushnell and Webster in Sumter County; Crystal River in Citrus County;
         Weeki Wachee and Spring Hill in Hernando County.

B14-1.42 PLAN (FIRST UNION PLAN) means the First Union Corporation Savings Plan.
         The First Union Plan accounts of individuals who became SunTrust
         Employees on the Acquisition Date were frozen as of that date.

                                    ARTICLE 2
                                   ELIGIBILITY

B14-2.1  ELIGIBILITY. Each Employee who had worked for the acquired branches of
         First Union on the Acquisition Date, had met the First Union Plan
         eligibility requirements, and was an active Employee on January 1,
         1999, became eligible to participate in this Plan on that date. This
         Plan granted credit for service with First Union for purposes of
         eligibility to participate and to receive Matching Contributions.


                                      B-14
<PAGE>

                        SUNTRUST BANKS, INC. 401(K) PLAN
                                  ADDENDUM B15
            CRESTAR FINANCIAL CORPORATION AND AFFILIATED CORPORATIONS

                                    ARTICLE 1
                                   DEFINITIONS

B15-1.1  ACCOUNTS. The Crestar Plan accounts that were merged into the corollary
         Employer Contribution Accounts under this Plan included matching
         contributions and discretionary contributions (which are available for
         investment elections without regard to age), and tax credit ESOP
         contributions (commonly called PAYSOP contributions), all of which were
         fully vested. Before-tax contributions were merged into Before-Tax
         Accounts. After-tax contributions (made before 1988) were merged into
         After-Tax Accounts. Rollover contributions were merged into Rollover
         Accounts.

         MONEY PURCHASE ACCOUNTS (which were merged into the Crestar Plan when
         Crestar acquired Providence Savings & Loan) are maintained separately,
         and are subject to in-service withdrawal restrictions and the Spousal
         consent requirements set forth in Subsection 6.7(b) of the main text of
         the Plan. Spousal consent is required for loans and for post-Employment
         distribution in a form other than the normal form. Spousal consent to a
         form of payment other than the normal form is not valid unless given
         within 90 days before the Benefit Commencement Date. The normal form of
         payment for each Money Purchase Account is the single life annuity for
         the unmarried Participant, and the 50 percent joint and survivor
         annuity for the married Participant. If a Participant dies with a Money
         Purchase Account balance, and before his Benefit Commencement Date, the
         Plan will pay the balance in that Account to his surviving Spouse in
         the form of a 50 percent qualified preretirement survivor annuity
         unless the Spouse elects another form.

B15-1.16 EFFECTIVE DATE means December 31, 1998, the date when Crestar Financial
         Corporation (Crestar) and its affiliates and subsidiaries became part
         of the Controlled Group (the COMPANY MERGER DATE). The Crestar
         Employees' Thrift and Profit Sharing Plan and the Crestar Merger Plan
         for Transferred Employees (the Crestar Plans) became part of this Plan
         as of July 1, 1999 (the PLAN MERGER DATE).


                                      B-15
<PAGE>

B15-1.42 PLAN (CRESTAR PLAN) means the Crestar Employees' Thrift and Profit
         Sharing Plan, and/or the Crestar Merger Plan for Transferred Employees,
         as applicable, which were merged into this Plan as of the July 1, 1999
         Plan Merger Date.

                                    ARTICLE 2
                                   ELIGIBILITY

B15-2.1  ELIGIBILITY. Each Employee who had worked for Crestar before the
         Company Merger Date, had met a Crestar Plan's eligibility requirements,
         and was an active Employee on the Plan Merger Date, became eligible to
         participate in this Plan as of the Plan Merger Date. Each Employee who
         began working for Crestar between January 1 and May 31, 1999 and who
         was an active Employee on the Plan Merger Date, became eligible to
         participate in this Plan as of August 1, 1999 and became eligible to
         receive Matching Contributions as of the first anniversary of his hire
         date. This Plan granted credit for service with Crestar for purposes of
         eligibility to participate and to receive Matching Contributions.

                                    ARTICLE 3
                                  CONTRIBUTIONS

B15-3.1  EMPLOYEE CONTRIBUTIONS. The contribution percentage that each affected
         Participant had in effect under the Crestar Employees' Thrift and
         Profit Sharing Plan as of June 30, 1999, remained in effect on the July
         1, 1999 Plan Merger Date. However, the minimum contribution rate
         increased from 1 percent to 2 percent, with an automatic increase for
         each Participant who had a 1 percent rate in effect on that date.
         Effective January 1, 2002, the minimum is 1 percent.

B15-3.2  EMPLOYER CONTRIBUTIONS. Employer Matching Contributions allocated to
         affected Participants' Crestar Plan Accounts before the July 1, 1999
         Plan Merger Date, are fully vested and remain eligible for investment
         elections, regardless of age.


                                      B-16
<PAGE>

                                    ARTICLE 5
                        IN-SERVICE WITHDRAWALS AND LOANS

B15-5.1  WITHDRAWALS WITHOUT A HARDSHIP. This Plan has grandfathered the option
         that was available under the Crestar Plan for affected Participants to
         elect to make in-service withdrawals from the pre-merger balances in
         their Accounts, excluding Employer Contributions that had been
         allocated within the 24-month period preceding the withdrawal, and
         excluding all balances in Before-Tax Accounts and Money Purchase
         Accounts. The minimum withdrawal is $100.


                                      B-17
<PAGE>

                        SUNTRUST BANKS, INC. 401(K) PLAN
                                  ADDENDUM B16
                                THE REGENCY GROUP

                                    ARTICLE 1
                                   DEFINITIONS

B16-1.16 EFFECTIVE DATE means April 30, 1999, the date when The Regency Group
         became part of the Controlled Group (the COMPANY MERGER DATE).

                                    ARTICLE 2
                                   ELIGIBILITY

B16-2.1  ELIGIBILITY. Each Employee who had worked for Regency before the
         Company Merger Date, had met this Plan's eligibility requirements, and
         was an active Employee on June 1, 1999, became eligible to participate
         in this Plan on that date. This Plan granted credit for service with
         Regency for purposes of eligibility to participate and to receive
         Matching Contributions.


                                      B-18
<PAGE>

                        SUNTRUST BANKS, INC. 401(K) PLAN
                                  ADDENDUM B17
                     ASSETS MANAGEMENT ADVISORS, INC. (AMA)

                                    ARTICLE 1
                                   DEFINITIONS

B17-1.1  ACCOUNTS. The AMA Plan was frozen as of March 27, 2001. No AMA Plan
         accounts were transferred to this Plan.

B17-1.16 EFFECTIVE DATE means March 28, 2001, the date when Assets Management
         Advisors, Inc. (AMA) became part of the Controlled Group (the COMPANY
         MERGER DATE).

B17-1.42 PLAN (AMA PLAN) means the Assets Management Advisors Plan, which was
         frozen as of March 27, 2001.

                                    ARTICLE 2
                                   ELIGIBILITY

B17-2.1  ELIGIBILITY. Each Employee who had worked for AMA before the Company
         Merger Date, had met this Plan's eligibility requirements, and was an
         active Employee on June 1, 2001, became eligible to participate in this
         Plan on that date. This Plan granted credit for service with AMA for
         purposes of eligibility to participate and to receive Matching
         Contributions.


                                      B-19
<PAGE>

                        SUNTRUST BANKS, INC. 401(K) PLAN
                                  ADDENDUM B18
                       THE ROBINSON-HUMPHREY COMPANY, LLC

                                    ARTICLE 1
                                   DEFINITIONS

B18-1.1  ACCOUNTS. The accounts of affected Employees under the Citigroup Plan
         were distributed when they became SunTrust Employees, and they were
         permitted to roll those distributions into Rollover Accounts in this
         Plan.

B18-1.16 EFFECTIVE DATE means July 26, 2001, the date when SunTrust purchased
         certain assets and properties relating to the institutional business of
         The Robinson-Humphrey Company, LLC (Robinson-Humphrey) (the ACQUISITION
         DATE). Robinson-Humphrey had been a Delaware limited liability company
         and a wholly-owned subsidiary of Solomon Smith Barney, Inc.

B18-1.42 PLAN (CITIGROUP PLAN) means the Citigroup 401(k), from which
         distributions were made to Robinson-Humphrey participants who became
         SunTrust Employees on the Acquisition Date.

                                    ARTICLE 2
                                   ELIGIBILITY

B18-2.1  ELIGIBILITY. Each Employee who had worked for Robinson Humphrey before
         the Acquisition Date, had met this Plan's eligibility requirements, and
         was an active Employee on August 1, 2001, became eligible to
         participate in this Plan on that date. This Plan granted credit for
         service with Robinson Humphrey for purposes of eligibility to
         participate and to receive Matching Contributions.


                                      B-20
<PAGE>

                        SUNTRUST BANKS, INC. 401(K) PLAN
                                  ADDENDUM B19
               HUNTINGTON BANCSHARES, THE HUNTINGTON NATIONAL BANK

                                    ARTICLE 1
                                   DEFINITIONS

B19-1.16 EFFECTIVE DATE means February 15, 2002, the date when the Florida
         Franchise of Huntington Bancshares and The Huntington National Bank
         (Huntington) became part of the Controlled Group (the ACQUISITION
         DATE).

                                    ARTICLE 2
                                   ELIGIBILITY

B19-2.1  ELIGIBILITY. Each Employee who had worked for Huntington before the
         Acquisition Date, had met this Plan's eligibility requirements, and was
         an active Employee on the Acquisition Date, became eligible to
         participate in this Plan on that date. This Plan granted credit for
         service with Huntington for purposes of eligibility to participate and
         to receive Matching Contributions.


<PAGE>

                        SUNTRUST BANKS, INC. 401(K) PLAN

                                   ADDENDUM C
                               ADOPTING EMPLOYERS

AMA Holdings, Inc.
CB Finance, Inc.
Premium Assignment Corporation
Regency Constructors, Inc.
Regency Development Associates, Inc.
STB Management Corporation
STI Investment Management (Collateral), Inc.
STI Investment Management, Inc.
SunTrust Bank
SunTrust BankCard, National Association
SunTrust Banks, Inc.
SunTrust Bank Holding Company
SunTrust Capital Markets, Inc.
SunTrust Delaware Trust Company
SunTrust Education Financial Services Corporation
SunTrust Leasing Corporation
SunTrust Mortgage, Inc.
SunTrust Personal Loans, Inc.
SunTrust Procurement Services, L.L.C.
SunTrust Securities, Inc.
Trusco Capital Management, Inc.
ValuTree Real Estate Services, L.L.C.