Exhibit 10.70




	
	 SunTrust Bank

	 Mail Code Center 636

	 P.O. Box 4418

	 Atlanta, GA 30302

	 Tel 404 827-6163

	 Fax 404 658-4294


  
 

 
  
 Exhibit 10.70 
  
 August 10, 2004 
  
 Mr. James M. Wells III 
 2 West Wesley Rd., NW
#15 
 Atlanta, GA 30305 
  
 Dear Jim: 
  
 This letter restates and supersedes the agreement between SunTrust Bank (SunTrust or the Company) and you with regard to the insurance bonus arrangement set forth in Frank Lawton’s letter to you on February 20,
2004. 
  
 Background 
  
 Prior to 2004, you were a participant in the Crestar Executive Life Insurance Plan (ELI).
Some years ago you transferred your ownership interest in the ELI policy insuring your life (the Policy) to a trust, for which SunTrust Bank serves as Trustee (the Trust and the Trustee, respectively). Thereafter, the Trustee and SunTrust each paid
a portion of the premiums on the Policy, and on rollout, the cash value and death benefits of the Policy were to be split between the Trust and the Company so that the Company would recover its premium costs in accordance with the Policy’s
collateral assignment. 
  
 As you are well aware, the IRS issued new guidelines in
2003 regarding the taxation of split dollar life insurance arrangements, such as those under the ELI Plan. It was not clear in 2003, nor is it clear now, whether existing split dollar policies are subject to the new tax rules. In addition, it was
unclear in 2003 whether split dollar premiums paid by an employer should be treated as loans to an executive under the Sarbanes-Oxley Act. 
  
 In order to protect your life insurance benefits under these new restrictions, the Company and you agreed last year to make changes to the structure of your ELI benefit.
The following paragraphs describe those changes and our mutual commitments. 
  
 Policy Rollout 
  
 The new IRS split dollar regulations offered a
“safe harbor” termination of a split dollar arrangement prior to January 1, 2004, which allowed a participant full access to the policy’s cash value without any current tax consequences. Therefore, in order to protect the
Policy’s equity of $138,069 on a tax-free basis, SunTrust and the Trustee agreed to an early “roll-out” of the Policy in December 2003. The Company received its cumulative net premium payments of $297,975 and released its rights in
the Policy, thus terminating the split dollar arrangement. Consequently, as of the December rollout, the collateral assignment ended, you no longer participate in the ELI Plan and the Company no longer has an obligation to make any future premium
payments under the ELI Plan or the Policy. 







 Mr. James M. Wells III 
 August 10, 2004 
 Page 2 
  
 Insurance Bonus 
  
 While the 2003 rollout of the Policy protected the Policy’s accumulated cash value, it will still be necessary to pay annual premiums to maintain the Policy’s death benefit coverage – 4 times your base
pay until you reach age 65, when it reduces by 50 percent. Currently, the Policy’s death benefits are $2.6 million. This amount is also subject to adjustment to correspond to future changes in your base pay. 
  
 Because we no longer have the option of a split dollar arrangement, we agreed that the
Company will pay you an annual insurance bonus to help compensate for the ELI benefit you have lost. The bonus will be equal to the premium amount the Company would have paid if the Policy had continued until rollout under the ELI Plan, taking into
consideration contributions from you or the trust. Our outside consultants (The Newport Group) have determined that the required Company premium for 2004, calculated on a level premium basis to age 65, would be $47,485. See the enclosed Exhibit A
Inforce Policy Projection. To help account for the taxes you will owe on this amount, the Company will increase your insurance bonus by a “make whole” amount. For 2004, the make whole bonus is $17,929 (see column 2). Therefore, your total
insurance bonus for 2004 is $65,414 (sum of columns 1 and 2), which is treated as taxable compensation to you. Your net after-tax compensation received (assuming a 40.35% combined effective federal and state tax rate) would be $39,019. The total
2004 premium to Pacific Life is $47,485 (see column (5)) resulting in a net outlay for you of $8,466 which is what you would have paid had your ELI participation continued (see column (11)). For 2005 and later years, the premium and bonus amounts
will be adjusted to reflect changes caused by interest crediting rates and other variables. 
  
 SunTrust’s payment of the annual insurance bonus is contingent on continuation of the Policy in accordance with the terms of this Agreement. The Company will pay the annual insurance bonus to you until the time
your Policy would have rolled out to you under the ELI Plan — the earliest of (1) the date that would have been the Policy’s normal scheduled rollout date under the ELI Plan (i.e., generally the later of your attainment of age 65 or the
15th anniversary date of the policy); (2) termination of your Policy; (3) written notice by the Company to you if
any portion of the annual premium due on your Policy is not timely paid or any provision of this Agreement is breached and such failure or such is not cured within thirty (30) days after such notice; or (4) your death. 
  
 As you and I have discussed, however, the Company will allow the Policy’s premium
payment period to be extended to age 70 (rather than age 65), provided that the Policy’s death benefit is not decreased from the scheduled amount (i.e., 4 times base pay until age 65, when it reduces by 50%). An extension will have the effect
of reducing the total annual premium but, of course, will increase by five years the period over which the Trustee must continue paying premiums. The Exhibit B Inforce Policy Projection (columns (5) through (10)) shows the projections based on a
level annual premium of $27,700 to age 70. The projected amounts will also fluctuate in future years depending on interest crediting rates and other factors. 







 Mr. James M. Wells III 
 August 10, 2004 
 Page 3 
  
 Note the following additional conditions to which you and the Trustee must agree. Once SunTrust stops paying the insurance bonus, the Trustee will bear the full risk of
premium payments and Policy lapse. Under no circumstances will SunTrust extend the period for paying the annual insurance bonus to you beyond your age 65 or any earlier applicable date described in the preceding paragraph. If the Policy’s death
benefit is reduced from what it would have been under the ELI Plan during the period in which the Company is paying the annual insurance bonus, then you and the Trustee agree to notify the Company and to accept a pro rata reduction in the
Company’s annual payment to you. In addition, you and the Trustee agree that the Trustee will pay annual premiums into the Policy by your age 70 (see column 5 of Exhibit B) that are equal in the aggregate to the sum of the premium bonus the
Company has paid to you (see column 1). The attached summary explains this arrangement in more detail. 
  
 Change in Control 
  
 In the event of a
“Change in Control” of SunTrust Banks, Inc., the terms set forth in this Agreement, (including the annual insurance bonus and gross up) shall be binding on any successor to the Company. For purposes of this letter, “Change in
Control” has the same meaning as set forth in the Change in Control Agreement entered into by you and SunTrust Banks, Inc. on March 22, 2001. The annual insurance bonus described in this letter shall not be taken into account for purposes of
determining the “Current Compensation Package” under the Change in Control Agreement and shall be paid independently of any other payment under the Change in Control Agreement. 
  
 Miscellaneous 
  
 This Agreement shall not be amended, altered or modified and no term may be waived without the written consent of the Company and you and the Trustee. The Company has no
rights or interest in the death proceeds or in the cash surrender value of the Policy. The Company and you agree that the value of any bonuses you receive pursuant to this Agreement shall not be considered as compensation, salary or any other
earnings (regardless of how designated) for purposes of determining any benefit under any of the plans, policies or arrangements of the Company or SunTrust Banks, Inc. or any affiliate, including but not limited to, pension, retirement, bonus,
severance or any other agreement, and that this Agreement is not and shall not be construed as an employee benefit plan subject to ERISA. This Agreement shall be governed by the laws of the state of Georgia (excluding its choice-of-law rules).
Failure of the Company or you to enforce any of the provisions of this Agreement shall not be considered a waiver of that provision or any other provision. This Agreement shall be binding on the Trustee and its successors and assigns; on the
beneficiaries and distributes of the Trust; and on your estate, executors, personal representatives, heirs, devisees and issue. 
  
 Conclusion 
  
 We know that these insurance benefits are important to you and your family, and we wanted to take appropriate steps to protect them. If you have any questions about this Agreement, please don’t hesitate to call
me. I can be reached at ST Net 340-6479. 







 Mr. James M. Wells III 
 August 10, 2004 
 Page 4 
  
 You and the Trustee should sign below to indicate your agreement to the terms and conditions of this Agreement. Return one copy of this signed Agreement to me. Upon your
signature and the signature of the Trustee, this Agreement is effective as of December 17, 2003, and it supersedes any and all other agreements, including the letter agreement dated February 20, 2004, with respect to the bonus arrangement described
herein. 
  
 Sincerely, 
  
 Jo Anne Rioli Moeller 
 Senior Vice President 
 Compensation and Executive Benefits 
  
 Enclosures 
  
 Copy to: Claire Craighill 







 Mr. James M. Wells III 
 August 10, 2004 
 Page 5 
  
 Consent of James M. Wells III 
  
 I have seen, understand and agree to the terms of this letter: 
  

			
	 /s/ James M. Wells III

	 	 8/19/04


	 James M. Wells III
	 	 Date:

		
	 /s/ witness

	 	 8/19/04


	 Witness
	 	 Date:


  
 Consent of Trustee 
  
 On behalf of SunTrust Bank, Trustee, I have seen, understand and agree to the terms of this
letter: 
  

			
	 /s/ trustee

	 	 8/20/04


	 By:
	 	 Date:

	 Title:
	 	 
		
	 /s/ witness

	 	 8/20/04


	 Witness
	 	 Date:


  
  







 Jim Wells: Substitute ELI Payments, Insurance Bonus and Insurance Premiums 
  
 Part I: Premiums to Age 65 
  
 The following provisions in this Part I reflect the bonus arrangement originally designed
for Jim Wells in substitution of his ELI Plan participation. The objective is to have the same after-tax annual cash flow for Mr. Wells under the new arrangement as was anticipated under the “old” ELI arrangement. 
  
 The Newport Group calculated a flat annual premium bonus to age 65 plus a make whole
(gross-up) bonus to account for taxes payable on the premium amount. The annual premium calculated is $47,485 and the make whole bonus varies by year to create the desired cash flow. For 2004, the numbers are as follows: 
  

					
	 Premium bonus amount
	  	$	47,485	 
	 Make whole bonus
	  	$	17,929	 
	 After-tax compensation received*
	  	$	39,019	 
	 Less: Pacific Life premium paid
	  	$	(47,485	)
	 Net outlay / Executive contribution
	  	$	8,466	 

  


	*	Premium bonus amount + make whole bonus x (1 - Wells’ marginal federal and state effective tax rate) 

 [$47,485 + $17,929 = $65,414 x (1 - 40.35%) = $65,414 x 59.65% = $39,019] 
  
 Results: 
  

	 	•	 	SunTrust pays to Mr. Wells an annual bonus each year to age 65 an amount equal to the projected premium plus a decreasing make whole bonus (SunTrust outlay is approximately $416,000
in premium and make whole bonuses over the next seven years) 

  

	 	•	 	Mr. Wells pays federal and state taxes on the annual bonuses (approximately $168,000 over the next seven years) 

  

	 	•	 	Mr. Wells has after-tax cash compensation in hand and pays $47,485 annual premium to Pacific Life to age 65 as scheduled ($332,395 total over the next seven years)


  

	 	•	 	Net cash outlay for Mr. Wells is the same as projected under the ELI Plan 

  
 Part II: Premiums to Age 70 
  
 Mr. Wells has asked to pay his insurance premiums to age 70, rather than to age 65, in order to decrease his annual outlay and to reduce gift taxes. BCG calculated a
level annual premium amount of $27,700 to age 70 that has the same cumulative cash flow as the shorter duration $47,485 annual premium. 
  
 SunTrust is willing to accommodate Mr. Wells’ request to allow him to pay premiums to age 70, but does not want the additional administration issues associated with
continuing payments past 65. Therefore, SunTrust proposes the following: 
  

	 	•	 	SunTrust will pay the annual premium bonuses and the make-whole bonuses based on the age 65 premium that was originally calculated and communicated. Payments stop at age 65.


  

	 	•	 	Mr. Wells1 will pay premiums equal to the amount
calculated by BCG for the age 70 premium to Pacific Life for 12 years. Mr. Wells receives no additional payments from SunTrust after he attains age 65. 



	1	Premiums are actually paid by a trust established by Mr. Wells. The trust owns the insurance policy. 

  

 1 








 Results: 
  

	 	•	 	No change to SunTrust outlay 

  

	 	•	 	Mr. Wells has additional net income of $19,785 for the first seven years (total $138,495) and then an additional outlay of $27,700 for five years (total $138,500).


  
 Additional Requirements: 
  

	 	•	 	Mr. Wells’ annual premium payments to age 65 must be at least equal to the projected premium amount to age 70 (see Part II - $27,700) 

  

	 	•	 	If annual premium payments are less than $27,700, SunTrust may adjust the annual premium and / or make whole bonus 

  

	 	•	 	Mr. Wells’ death benefit to age 70 must at least equal the ELI death benefit he would have received 

  

	 	•	 	From age 65 to 70, Mr. Wells commits to maintaining insurance coverage in line with the above. 

  
 The Pacific Life policy may be exchanged for another insurance policy on Mr. Wells’ life, provided that the additional requirements
outlined above continue to be satisfied. 
  

 2 









			
	SunTrust Bank	 	Exhibit A

  
 162 Bonus
Plan 

			
	INFORCE POLICY PROJECTION - Mr. James M. Wells, III	 	Premium Bonus plus “Make Whole” Bonus

 Bonus to Age 65- Pay Premiums to Age 65 
  

																																									
	 Year

	  	Age

	  	SunTrust Bank

	 	 	Executive

	  	(11)

	 	 	(12)

	 
	  	  	(1)

	  	(2)

	  	(3)

	  	(4)

	 	 	(5)

	  	(6)

	  	(7)

	  	(8)

	 	 	(9)

	  	(10)

	  	 
	  	  	Premium
Bonus

	  	“Make
Whole”
Bonus

	  	Premium
Recovery

	  	 After
 Tax
 Outlay

	 	 	Annual
Policy
Premium

	  	“Make
Whole”
Bonus

	  	After-tax
Compensation*

	  	 Total
 Net After-
tax Outlay

	 	 	EOY
Cash
Value

	  	 EOY
 Death
Benefit

	  	Current
Employee
Outlay

	 	 	Difference

	 
	 	  	 	  	 	  	 	  	 	  	 	 	 	 	  	 	  	 	  	= (7) - (5)

	 	 	 	  	 	  	 	 	 	= (11) - (8)

	 
	 2003
	  	57	  	 	0	  	 	0	  	 	297,975	  	 	(297,975	)	 	 	0	  	 	0	  	 	0	  	 	0	 	 	138,069	  	2,600,000	  	 	 	 	 	 	 	 
	 2004
	  	58	  	 	47,485	  	 	17,929	  	 	0	  	 	39,248	 	 	 	47,485	  	 	17,929	  	 	39,019	  	 	8,466	 	 	195,465	  	2,600,000	  	 	8,466	 	 	 	0	 
	 2005
	  	59	  	 	47,485	  	 	16,778	  	 	0	  	 	38,558	 	 	 	47,485	  	 	16,778	  	 	38,333	  	 	9,152	 	 	238,873	  	2,704,000	  	 	9,152	 	 	 	0	 
	 2006
	  	60	  	 	47,485	  	 	14,669	  	 	0	  	 	37,292	 	 	 	47,485	  	 	14,669	  	 	37,075	  	 	10,410	 	 	282,510	  	2,812,160	  	 	10,410	 	 	 	0	 
	 2007
	  	61	  	 	47,485	  	 	12,726	  	 	0	  	 	36,127	 	 	 	47,485	  	 	12,726	  	 	35,916	  	 	11,569	 	 	326,172	  	2,924,648	  	 	11,569	 	 	 	0	 
	 2008
	  	62	  	 	47,485	  	 	10,440	  	 	0	  	 	34,755	 	 	 	47,485	  	 	10,440	  	 	34,552	  	 	12,933	 	 	369,582	  	3,041,632	  	 	12,933	 	 	 	0	 
	 2009
	  	63	  	 	47,485	  	 	7,553	  	 	0	  	 	33,023	 	 	 	47,485	  	 	7,553	  	 	32,830	  	 	14,655	 	 	414,487	  	3,163,296	  	 	14,655	 	 	 	0	 
	 2010
	  	64	  	 	47,485	  	 	3,887	  	 	0	  	 	30,823	 	 	 	47,485	  	 	3,887	  	 	30,644	  	 	16,841	 	 	461,217	  	3,289,828	  	 	16,841	 	 	 	0	 
	 2011
	  	65	  	 	0	  	 	0	  	 	0	  	 	0	 	 	 	0	  	 	0	  	 	0	  	 	0	 	 	477,009	  	1,644,914	  	 	0	 	 	 	0	 
	 2012
	  	66	  	 	0	  	 	0	  	 	0	  	 	0	 	 	 	0	  	 	0	  	 	0	  	 	0	 	 	492,768	  	1,644,914	  	 	0	 	 	 	0	 
	 2013
	  	67	  	 	0	  	 	0	  	 	0	  	 	0	 	 	 	0	  	 	0	  	 	0	  	 	0	 	 	508,398	  	1,644,914	  	 	0	 	 	 	0	 
	 2014
	  	68	  	 	0	  	 	0	  	 	0	  	 	0	 	 	 	0	  	 	0	  	 	0	  	 	0	 	 	579,454	  	1,644,914	  	 	0	 	 	 	0	 
	 2015
	  	69	  	 	0	  	 	0	  	 	0	  	 	0	 	 	 	0	  	 	0	  	 	0	  	 	0	 	 	600,171	  	1,644,914	  	 	0	 	 	 	0	 
	 2016
	  	70	  	 	0	  	 	0	  	 	0	  	 	0	 	 	 	0	  	 	0	  	 	0	  	 	0	 	 	620,991	  	1,644,914	  	 	0	 	 	 	0	 
	 2017
	  	71	  	 	0	  	 	0	  	 	0	  	 	0	 	 	 	0	  	 	0	  	 	0	  	 	0	 	 	641,861	  	1,644,914	  	 	0	 	 	 	0	 
	 2018
	  	72	  	 	0	  	 	0	  	 	0	  	 	0	 	 	 	0	  	 	0	  	 	0	  	 	0	 	 	662,722	  	1,644,914	  	 	0	 	 	 	0	 
	 2019
	  	73	  	 	0	  	 	0	  	 	0	  	 	0	 	 	 	0	  	 	0	  	 	0	  	 	0	 	 	683,512	  	1,644,914	  	 	0	 	 	 	0	 
	 2020
	  	74	  	 	0	  	 	0	  	 	0	  	 	0	 	 	 	0	  	 	0	  	 	0	  	 	0	 	 	704,177	  	1,644,914	  	 	0	 	 	 	0	 
	 2021
	  	75	  	 	0	  	 	0	  	 	0	  	 	0	 	 	 	0	  	 	0	  	 	0	  	 	0	 	 	724,688	  	1,644,914	  	 	0	 	 	 	0	 
	 2022
	  	76	  	 	0	  	 	0	  	 	0	  	 	0	 	 	 	0	  	 	0	  	 	0	  	 	0	 	 	744,853	  	1,644,914	  	 	0	 	 	 	0	 
	 2023
	  	77	  	 	0	  	 	0	  	 	0	  	 	0	 	 	 	0	  	 	0	  	 	0	  	 	0	 	 	764,505	  	1,644,914	  	 	0	 	 	 	0	 
	 2024
	  	78	  	 	0	  	 	0	  	 	0	  	 	0	 	 	 	0	  	 	0	  	 	0	  	 	0	 	 	783,467	  	1,644,914	  	 	0	 	 	 	0	 
	 2025
	  	79	  	 	0	  	 	0	  	 	0	  	 	0	 	 	 	0	  	 	0	  	 	0	  	 	0	 	 	801,686	  	1,644,914	  	 	0	 	 	 	0	 
	 2026
	  	80	  	 	0	  	 	0	  	 	0	  	 	0	 	 	 	0	  	 	0	  	 	0	  	 	0	 	 	818,673	  	1,644,914	  	 	0	 	 	 	0	 
	 2027
	  	81	  	 	0	  	 	0	  	 	0	  	 	0	 	 	 	0	  	 	0	  	 	0	  	 	0	 	 	834,168	  	1,644,914	  	 	0	 	 	 	0	 
	 2028
	  	82	  	 	0	  	 	0	  	 	0	  	 	0	 	 	 	0	  	 	0	  	 	0	  	 	0	 	 	847,907	  	1,644,914	  	 	0	 	 	 	0	 
	 2029
	  	83	  	 	0	  	 	0	  	 	0	  	 	0	 	 	 	0	  	 	0	  	 	0	  	 	0	 	 	859,570	  	1,644,914	  	 	0	 	 	 	0	 
	 2030
	  	84	  	 	0	  	 	0	  	 	0	  	 	0	 	 	 	0	  	 	0	  	 	0	  	 	0	 	 	868,620	  	1,644,914	  	 	0	 	 	 	0	 
	 2031
	  	85	  	 	0	  	 	0	  	 	0	  	 	0	 	 	 	0	  	 	0	  	 	0	  	 	0	 	 	874,362	  	1,644,914	  	 	0	 	 	 	0	 
	 2032
	  	86	  	 	0	  	 	0	  	 	0	  	 	0	 	 	 	0	  	 	0	  	 	0	  	 	0	 	 	876,290	  	1,644,914	  	 	0	 	 	 	0	 
	 2033
	  	87	  	 	0	  	 	0	  	 	0	  	 	0	 	 	 	0	  	 	0	  	 	0	  	 	0	 	 	873,573	  	1,644,914	  	 	0	 	 	 	0	 
	 2034
	  	88	  	 	0	  	 	0	  	 	0	  	 	0	 	 	 	0	  	 	0	  	 	0	  	 	0	 	 	865,135	  	1,644,914	  	 	0	 	 	 	0	 
	 2035
	  	89	  	 	0	  	 	0	  	 	0	  	 	0	 	 	 	0	  	 	0	  	 	0	  	 	0	 	 	849,692	  	1,644,914	  	 	0	 	 	 	0	 
	 2036
	  	90	  	 	0	  	 	0	  	 	0	  	 	0	 	 	 	0	  	 	0	  	 	0	  	 	0	 	 	825,678	  	1,644,914	  	 	0	 	 	 	0	 
	 2037
	  	91	  	 	0	  	 	0	  	 	0	  	 	0	 	 	 	0	  	 	0	  	 	0	  	 	0	 	 	791,065	  	1,644,914	  	 	0	 	 	 	0	 
	 2038
	  	92	  	 	0	  	 	0	  	 	0	  	 	0	 	 	 	0	  	 	0	  	 	0	  	 	0	 	 	743,195	  	1,644,914	  	 	0	 	 	 	0	 
	 2039
	  	93	  	 	0	  	 	0	  	 	0	  	 	0	 	 	 	0	  	 	0	  	 	0	  	 	0	 	 	678,560	  	1,644,914	  	 	0	 	 	 	0	 
	 2040
	  	94	  	 	0	  	 	0	  	 	0	  	 	0	 	 	 	0	  	 	0	  	 	0	  	 	0	 	 	592,491	  	1,644,914	  	 	0	 	 	 	0	 
	 	  	Totals:	  	$	332,395	  	$	83,982	  	$	297,975	  	$	(48,148	)	 	$	332,395	  	$	83,982	  	$	248,369	  	$	84,026	 	 	 	  	 	  	$	84,026	 	 	$	0	 
														
	 	  	 	  	 	 	  	 	 	  	 	 	  	 	 	 	 	 	 	  	 	 	  	 	 	  	 	PV @ 8	%	 	 	  	 	  	 	PV @ 8	%	 	 	PV @ 8	%
	 	  	 	  	 	 	  	 	 	  	 	 	  	 	 	 	 	 	 	  	 	 	  	 	 	  	$	60,316	 	 	 	  	 	  	$	60,316	 	 	$	0	 

  
 Values provided by the insurer and
based on current expenses and an interest crediting rate of 5.25%. The current rate for Pacific Life's Versa-Flex IV universal life product is 5.25% which is not guaranteed and is subject to change. 
  


	*	Includes taxes payable on SunTrust bonus to employee at an assumed effective income tax rate (Federal, State and FICA) of 40.35%. Does not include gift taxes.










			
	SunTrust Bank	 	Exhibit B

  
 162 Bonus
Plan 
  

			
	INFORCE POLICY PROJECTION - Mr. James M. Wells, III	 	Premium Bonus plus ”Make Whole” Bonus

 Bonus to Age 65- Pay Premiums to Age 70 
  

																																									
	 Year

	  	Age

	  	SunTrust Bank

	 	 	Executive

	  	
	 	 	
	 
	  	  	(1)

	  	(2)

	  	(3)

	  	(4)

	 	 	(5)

	  	(6)

	  	(7)

	  	(8)

	 	 	(9)

	  	(10)

	  	(11)

	 	 	(12)

	 
	  	  	Premium
Bonus

	  	“Make
Whole”
Bonus

	  	Premium
Recovery

	  	 After
 Tax
 Outlay

	 	 	Annual
Policy
Premium

	  	“Make
Whole”
Bonus

	  	After-tax
Compensation*

	  	 Total
 Net
 After-tax
Outlay

	 	 	EOY
Cash
Value

	  	 EOY
 Death
 Benefit

	  	Current
Employee
Outlay

	 	 	Difference

	 
	 	  	 	  	 	  	 	  	 	  	 	 	 	 	  	 	  	 	  	= (7) - (5)

	 	 	 	  	 	  	 	 	 	= (11) - (8)

	 
	 2003
	  	57	  	 	0	  	 	0	  	 	297,975	  	 	(297,975	)	 	 	0	  	 	0	  	 	0	  	 	0	 	 	138,069	  	2,600,000	  	 	 	 	 	 	 	 
	 2004
	  	58	  	 	47,485	  	 	17,929	  	 	0	  	 	39,248	 	 	 	27,700	  	 	17,929	  	 	39,019	  	 	(11,319	)	 	176,704	  	2,600,000	  	 	8,466	 	 	 	19,785	 
	 2005
	  	59	  	 	47,485	  	 	16,778	  	 	0	  	 	38,558	 	 	 	27,700	  	 	16,778	  	 	38,333	  	 	(10,633	)	 	199,539	  	2,704,000	  	 	9,152	 	 	 	19,785	 
	 2006
	  	60	  	 	47,485	  	 	14,669	  	 	0	  	 	37,292	 	 	 	27,700	  	 	14,669	  	 	37,075	  	 	(9,375	)	 	221,222	  	2,812,160	  	 	10,410	 	 	 	19,785	 
	 2007
	  	61	  	 	47,485	  	 	12,726	  	 	0	  	 	36,127	 	 	 	27,700	  	 	12,726	  	 	35,916	  	 	(8,216	)	 	241,422	  	2,924,648	  	 	11,569	 	 	 	19,785	 
	 2008
	  	62	  	 	47,485	  	 	10,440	  	 	0	  	 	34,755	 	 	 	27,700	  	 	10,440	  	 	34,552	  	 	(6,852	)	 	259,744	  	3,041,632	  	 	12,933	 	 	 	19,785	 
	 2009
	  	63	  	 	47,485	  	 	7,553	  	 	0	  	 	33,023	 	 	 	27,700	  	 	7,553	  	 	32,830	  	 	(5,130	)	 	277,957	  	3,163,296	  	 	14,655	 	 	 	19,785	 
	 2010
	  	64	  	 	47,485	  	 	3,887	  	 	0	  	 	30,823	 	 	 	27,700	  	 	3,887	  	 	30,644	  	 	(2,944	)	 	296,212	  	3,289,828	  	 	16,841	 	 	 	19,785	 
	 2011
	  	65	  	 	0	  	 	0	  	 	0	  	 	0	 	 	 	27,700	  	 	0	  	 	0	  	 	27,700	 	 	327,867	  	1,644,914	  	 	0	 	 	 	(27,700	)
	 2012
	  	66	  	 	0	  	 	0	  	 	0	  	 	0	 	 	 	27,700	  	 	0	  	 	0	  	 	27,700	 	 	360,441	  	1,644,914	  	 	0	 	 	 	(27,700	)
	 2013
	  	67	  	 	0	  	 	0	  	 	0	  	 	0	 	 	 	27,700	  	 	0	  	 	0	  	 	27,700	 	 	393,921	  	1,644,914	  	 	0	 	 	 	(27,700	)
	 2014
	  	68	  	 	0	  	 	0	  	 	0	  	 	0	 	 	 	27,700	  	 	0	  	 	0	  	 	27,700	 	 	478,778	  	1,644,914	  	 	0	 	 	 	(27,700	)
	 2015
	  	69	  	 	0	  	 	0	  	 	0	  	 	0	 	 	 	27,700	  	 	0	  	 	0	  	 	27,700	 	 	519,106	  	1,644,914	  	 	0	 	 	 	(27,700	)
	 2016
	  	70	  	 	0	  	 	0	  	 	0	  	 	0	 	 	 	0	  	 	0	  	 	0	  	 	0	 	 	533,708	  	1,644,914	  	 	0	 	 	 	0	 
	 2017
	  	71	  	 	0	  	 	0	  	 	0	  	 	0	 	 	 	0	  	 	0	  	 	0	  	 	0	 	 	547,747	  	1,644,914	  	 	0	 	 	 	0	 
	 2018
	  	72	  	 	0	  	 	0	  	 	0	  	 	0	 	 	 	0	  	 	0	  	 	0	  	 	0	 	 	561,083	  	1,644,914	  	 	0	 	 	 	0	 
	 2019
	  	73	  	 	0	  	 	0	  	 	0	  	 	0	 	 	 	0	  	 	0	  	 	0	  	 	0	 	 	573,561	  	1,644,914	  	 	0	 	 	 	0	 
	 2020
	  	74	  	 	0	  	 	0	  	 	0	  	 	0	 	 	 	0	  	 	0	  	 	0	  	 	0	 	 	585,017	  	1,644,914	  	 	0	 	 	 	0	 
	 2021
	  	75	  	 	0	  	 	0	  	 	0	  	 	0	 	 	 	0	  	 	0	  	 	0	  	 	0	 	 	595,300	  	1,644,914	  	 	0	 	 	 	0	 
	 2022
	  	76	  	 	0	  	 	0	  	 	0	  	 	0	 	 	 	0	  	 	0	  	 	0	  	 	0	 	 	604,051	  	1,644,914	  	 	0	 	 	 	0	 
	 2023
	  	77	  	 	0	  	 	0	  	 	0	  	 	0	 	 	 	0	  	 	0	  	 	0	  	 	0	 	 	610,907	  	1,644,914	  	 	0	 	 	 	0	 
	 2024
	  	78	  	 	0	  	 	0	  	 	0	  	 	0	 	 	 	0	  	 	0	  	 	0	  	 	0	 	 	615,459	  	1,644,914	  	 	0	 	 	 	0	 
	 2025
	  	79	  	 	0	  	 	0	  	 	0	  	 	0	 	 	 	0	  	 	0	  	 	0	  	 	0	 	 	617,402	  	1,644,914	  	 	0	 	 	 	0	 
	 2026
	  	80	  	 	0	  	 	0	  	 	0	  	 	0	 	 	 	0	  	 	0	  	 	0	  	 	0	 	 	615,848	  	1,644,914	  	 	0	 	 	 	0	 
	 2027
	  	81	  	 	0	  	 	0	  	 	0	  	 	0	 	 	 	0	  	 	0	  	 	0	  	 	0	 	 	610,110	  	1,644,914	  	 	0	 	 	 	0	 
	 2028
	  	82	  	 	0	  	 	0	  	 	0	  	 	0	 	 	 	0	  	 	0	  	 	0	  	 	0	 	 	599,411	  	1,644,914	  	 	0	 	 	 	0	 
	 2029
	  	83	  	 	0	  	 	0	  	 	0	  	 	0	 	 	 	0	  	 	0	  	 	0	  	 	0	 	 	582,793	  	1,644,914	  	 	0	 	 	 	0	 
	 2030
	  	84	  	 	0	  	 	0	  	 	0	  	 	0	 	 	 	0	  	 	0	  	 	0	  	 	0	 	 	558,878	  	1,644,914	  	 	0	 	 	 	0	 
	 2031
	  	85	  	 	0	  	 	0	  	 	0	  	 	0	 	 	 	0	  	 	0	  	 	0	  	 	0	 	 	525,877	  	1,644,914	  	 	0	 	 	 	0	 
	 2032
	  	86	  	 	0	  	 	0	  	 	0	  	 	0	 	 	 	0	  	 	0	  	 	0	  	 	0	 	 	482,047	  	1,644,914	  	 	0	 	 	 	0	 
	 2033
	  	87	  	 	0	  	 	0	  	 	0	  	 	0	 	 	 	0	  	 	0	  	 	0	  	 	0	 	 	424,905	  	1,644,914	  	 	0	 	 	 	0	 
	 2034
	  	88	  	 	0	  	 	0	  	 	0	  	 	0	 	 	 	0	  	 	0	  	 	0	  	 	0	 	 	351,291	  	1,644,914	  	 	0	 	 	 	0	 
	 2035
	  	89	  	 	0	  	 	0	  	 	0	  	 	0	 	 	 	0	  	 	0	  	 	0	  	 	0	 	 	257,403	  	1,644,914	  	 	0	 	 	 	0	 
	 2036
	  	90	  	 	0	  	 	0	  	 	0	  	 	0	 	 	 	0	  	 	0	  	 	0	  	 	0	 	 	138,330	  	1,644,914	  	 	0	 	 	 	0	 
	 2037
	  	91	  	 	0	  	 	0	  	 	0	  	 	0	 	 	 	0	  	 	0	  	 	0	  	 	0	 	 	LAPSE	  	LAPSE	  	 	0	 	 	 	0	 
	 	  	Totals:	  	$	332,395	  	$	83,982	  	$	297,975	  	$	(48,148	)	 	$	332,400	  	$	83,982	  	$	248,369	  	$	84,031	 	 	 	  	 	  	$	84,026	 	 	$	(5	)
														
	 	  	 	  	 	 	  	 	 	  	 	 	  	 	 	 	 	 	 	  	 	 	  	 	 	  	 	PV @ 8	%	 	 	  	 	  	 	PV @ 8	%	 	 	PV @ 8%	 
	 	  	 	  	 	 	  	 	 	  	 	 	  	 	 	 	 	 	 	  	 	 	  	 	 	  	$	21,841	 	 	 	  	 	  	$	60,316	 	 	$	35,625	 

  
 Values provided by the insurer and
based on current expenses and an interest crediting rate of 5.25%. The current rate for Pacific Life's Versa Flex IV universal life product is 5.25% which is not guaranteed and is subject to change. Policy projected to lapse at Mr. Wells' age 91
under current crediting rate assumptions. 
  


	*	Includes taxes payable on SunTrust bonus to employee at an assumed effective income tax rate (Federal, State and FICA) of 40.35%. Does not include gift taxes.