8-K/A

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K/A
(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 16, 2007

SunTrust Banks, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Georgia	001-08918	58-1575035
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
303 Peachtree Street, N.E., Atlanta, Georgia		30308
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: (404) 558-7711

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 31, 2007, SunTrust Banks, Inc. adopted written amendments to 3 of its nonqualified executive compensation plans. One amendment provided for year-end true up matching contributions and the other two amendments implemented corresponding changes to reflect the qualified pension plan’s change from the traditional defined benefit formula to the cash balance formula effective as of January 1, 2008. This was previously announced in a Current Report on Form 8-K filed February 16, 2007.

SunTrust Banks, Inc. 401(k) Excess Plan. Effective January 1, 2007, the Company matching contribution under the SunTrust Banks, Inc. 401(k) Excess Plan will provide for a year-end true to include deferrals to the deferred compensation plan that could have been deferred under the 401(k) Excess Plan. Without further amendment, the matching contribution to the 401(k) Excess Plan will be automatically increased, effective January 1, 2008, in accordance with the terms of the plan to be the same percentage of match as provided in the qualified 401(k) Plan, which is 100% of the first 5% of eligible pay that a participant, including an executive participant, elects to defer to the applicable plan, subject to such limitations as may be imposed by such Plan and applicable laws and regulations.

SunTrust Banks, Inc. Supplemental Executive Retirement Plan. The amendment establishes a new SERP cash balance formula for existing and new participants with no limit on pay for SERP Tier 1 participants and a minimum preserved benefit for SERP Tier 2 participants at 12/31/2007.

SunTrust Banks, Inc. ERISA Excess Plan. This amendment implements changes to mirror the cash balance changes in the qualified Retirement Plan, but with a 2 times limit on eligible earnings.

A copy of the above-referenced amendments are filed as exhibits to this current report on Form 8-K and is incorporated herein by reference. The foregoing description of the amendments is qualified in its entirety by reference to the complete text of the amendments.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 Amendment Number Four, effective January 1, 2007, to the SunTrust Banks, Inc. 401(k) Excess Plan, as previously amended and restated effective July 1, 1999.
10.2 Sixth Amendment, effective January 1, 2008, to the SunTrust Banks, Inc. Supplemental Executive Retirement Plan, as previously amended and restated effective January 1, 2001.
10.3 Amendment, effective December 31, 2007, to the SunTrust Banks, Inc. ERISA Excess Retirement Plan, as previously amended and restated effective as of August 13, 1996.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SunTrust Banks, Inc.
January 7, 2008	By:	David A. Wisniewski
		Name: David A. Wisniewski
		Title: Group Vice President and Associate General Counsel

Exhibit Index

Exhibit No.	Description
10.1	Amendment Number Four, effective January 1, 2007, to the SunTrust Banks, Inc. 401(k) Excess Plan, as previously amended and restated effective July 1, 1999.
10.2	Sixth Amendment, effective January 1, 2008, to the SunTrust Banks, Inc. Supplemental Executive Retirement Plan, as previously amended and restated effective January 1, 2001
10.3	Amendment, effective December 31, 2007, to the SunTrust Banks, Inc. ERISA Excess Retirement Plan, as previously amended and restated effective as of August 13, 1996.

EX-10.1

Amendment Number Four to the
SunTrust Banks, Inc. 401(k) Excess Plan
As Amended and Restated Effective July 1, 1999

WHEREAS, SunTrust Banks, Inc. (the Corporation) has adopted and currently sponsors the SunTrust Banks, Inc. 401(k) Excess Plan, as amended and restated effective July 1, 1999 and subsequently amended (the Excess Plan); and

WHEREAS, Section 9.8 of the Excess Plan permits the Compensation Committee of the Corporation’s Board of Directors (the Compensation Committee) and its delegates to amend the Excess Plan; and

WHEREAS, the Compensation Committee has delegated authority to the Benefits Plan Committee and the Deferral Plan Committee, as applicable, or their delegates, to take actions to adopt and implement amendments approved by the Compensation Committee, without further authorization of the Compensation Committee except for any matters that the Board believes will have a material financial impact on the Corporation; and

WHEREAS, the undersigned is a Senior Vice President of the Corporation and a member of both the Benefits Plan Committee and the Deferral Plan Committee.

NOW THEREFORE, BE IT RESOLVED that the Excess Plan is amended and modified as set forth in the attached Exhibit 1, effective as of January 1, 2007.

IN WITNESS WHEREOF, the Benefits Plan Committee, acting on behalf or the Corporation as authorized by the Compensation Committee, has caused this Amendment Number Four to the Excess Plan to be executed by its duly authorized member.

EXECUTED this 31^st day of December 2007.

PLAN COMMITTEE:	ATTEST
By: /s/ Donna D. Lange	By: /s/ Ingrid Emmons
Title: Senior Vice President	Title: GVP, Corporate Benefits

AMENDMENT NUMBER FOUR TO THE
SUNTRUST BANKS, INC. 401(k) EXCESS PLAN
As Amended and Restated Effective July 1, 1999

The SunTrust Banks, Inc. 401(k) Excess Plan, as amended and restated effective July 1, 1999, and subsequently amended, is further amended as set forth below, effective as of January 1, 2007:

1. Section 4.6 is added to the Excess Plan effective January 1, 2007, as set forth below:

4.6 True-Up Matching Contributions. The Committee, in its sole and complete discretion, may for any Plan Year direct the Employers to make True-Up Matching Contributions as soon as practicable after the end of the Plan Year. Beginning in the 2007 Plan Year, unless the Committee decides otherwise and notifies Participants before the beginning of any Plan Year, each Participant who defers the statutory maximum under the SunTrust Banks, Inc. 401(k) Plan, and who also elects to defer Eligible Compensation other than salary to the SunTrust Banks, Inc. Deferred Compensation Plan (STIDCP) for the Plan Year, will receive a True-Up Matching Contribution for such deferrals, subject to the annual Compensation Limit described in Section 2.2.

SIXTH AMENDMENT
TO THE
SUNTRUST BANKS, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(Amended and Restated Effective January 1, 2001)

WHEREAS, SunTrust Banks, Inc. (the “Corporation”) has adopted and sponsors the SunTrust Banks, Inc. Supplemental Executive Retirement Plan (the “SERP”); and

WHEREAS, pursuant to Article 11 of the SERP, the Compensation Committee of the Corporation’s Board of Directors (the “Committee”) is responsible for the administration of the SERP and is authorized to amend the SERP in any respect whatsoever; and

WHEREAS, the Committee pursuant to Section 11 of the SERP has the power to delegate the exercise of all or any power of its amendment authority to such other person or persons as the Committee deems appropriate under the circumstances; and the Committee has made such delegation to the proper officer(s) in order to take the actions necessary to adopt and implement certain amendments approved by the Corporation’s Board of Directors on February 13, 2007; and

WHEREAS, effective December 31, 2007, service and benefit accruals under the traditional defined benefit component of the SunTrust Banks, Inc. Retirement Plan (the “Retirement Plan”) will be frozen; and

WHEREAS, effective January 1, 2008, the Retirement Plan will be amended to provide a participant with either a cash-balance benefit or a 1% formula traditional defined benefit, in addition to the frozen traditional defined benefit at December 31, 2007; and

WHEREAS, the Committee has determined that it is in the Corporation’s best interest to amend the SERP, effective January 1, 2008, in order to conform the design of, and the benefits provided under, the SERP to the newly designed Retirement Plan.

NOW, THEREFORE, IN WITNESS WHEREOF, as authorized by the Committee, the undersigned an officer of the Corporation and a member and delegate of the Benefits Plan Committee, has executed this Amendment to the SERP on this 31^st day of December, 2007.

SunTrust Banks, Inc.	Attest
By: /s/ Donna D. Lange Donna Lange Senior Vice-President	By: /s/ Ingrid Emmons Title: GVP Benefits

Benefits Department Manager

Exhibit I

SIXTH AMENDMENT
TO THE
SUNTRUST BANKS, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(Amended and Restated Effective January 1, 2001)

The SunTrust Banks, Inc. Supplemental Executive Retirement Plan, as amended and restated effective January 1, 2001 and subsequently amended, is further amended as set forth below, effective as of January 1, 2008, unless otherwise specifically stated.

1. Section 2.16(a) shall be amended in its entirety to read as follows:

(a) General. SERP Benefit means for each Participant (excluding a TNC Participant) who is designated by the Committee as eligible for a SERP Benefit under this Plan, an annual benefit payable in accordance with Article 4 on or after such Participant’s Retirement Date in the form of a life only annuity which is equal to the following, as applicable:

(1) If a Participant is a Tier 1 Participant, his or her SERP Benefit is equal to (i) or (ii), whichever is greater, minus (iii), where:

(i) = the Reduction Factor x (60% x his or her SERP Average Compensation); and

(ii) = 60% x his or her SERP Average Compensation as of December 31, 2007; and

(iii) = (A + B + C + D + E) as described in Section 2.16(a)(3).

For purposes of this Section 2.16(a)(1), the term “Reduction Factor” means a percentage, not to exceed 100%, as determined by the Committee in its discretion. Once determined, this Reduction Factor will be fixed.

(2) If a Participant is a Tier 2 Participant, his or her SERP Benefit is equal to ((i) plus (ii)) minus (iii), where:

(i) = 2% x his or her SERP Service as of December 31, 2007 (up to 25 years) x his or her SERP Average Compensation as of December 31, 2007 (the “Tier 2 Frozen Benefit”);

(ii) = the annual benefit which is the Actuarial Equivalent (as defined in the Retirement Plan) to the amount that would have been credited to the Personal Pension Account (as defined in the Retirement Plan), if any, under the Retirement Plan as of such date absent the limitations of Code Section 415 and Code Section 401(a)(17) (“SERP Personal Pension Account”). For purposes of determining the portion of the Participant’s SERP Benefit attributable to his or her Personal Pension Account (as defined in the Retirement Plan), if any, PPA Compensation (as defined in the Retirement Plan) shall include: (a) the amount of any elective deferrals (for the calendar year in which earned and not when deferred) from the MIP and any SunTrust functional incentive plan (or any successor or similar incentive or short-term bonus plan as determined by the Committee) (“FIP”) deferred into the Deferred Compensation Plan; provided, that the amount of any such FIP or other incentive or short term bonus plan may not exceed the target MIP amount for that same calendar year for a similarly structured position; and (b) the amount of any “mandatory deferrals” (as defined in the SunTrust Banks, Inc. Deferred Compensation Plan, as amended and restated from time to time) for the year in which such mandatory deferrals vest provided such vested amounts are subject to further elective deferral by the Participant (mandatory deferrals are not included in the year when paid nor in the year when vested if not subject to further deferral).

(iii) = (A + B + C + D + E) as described in Section 2.16(a)(3);

provided that in no event shall the SERP Benefit for a Tier 2 Participant with an accrued benefit as of December 31, 2007 be less than (iv) or (v), whichever is greater (the “Tier 2 Minimum Benefit”), minus (vi), where:

(iv) = such Participant’s Tier 2 Frozen Benefit + (1.75% x his or her SERP Average Compensation x his or her SERP Service after December 31, 2007 (up to 25 years, including the SERP Service at 12/31/07));

(v) = 1.75% x his or her SERP Average Compensation x his or her SERP Service (up to 25 years); and

(vi) = (A + B + C + D + E) as described in Section 2.16(a)(3).

(3) For purposes of the formulae in Sections 2.16(a)(1) and (2),

A =
B =
C =
D = such Participant’s annual Social Security benefit at age 65;
such Participant’s annual Retirement Plan benefit, if any;
such Participant’s annual Excess Benefit, if any;
such Participant’s annual TNC SERP Benefit, if any; and

E = such Participant’s annual Other Retirement Arrangement Benefit, if any.

If any benefit payable under A through E is payable in a form other than a life only annuity or such benefit is payable at a time other than the date as of which the SERP Benefit is paid, such benefit will be converted to a life only annuity payable as of the same date as the SERP Benefit using the actuarial factors then in effect to make such conversions under the Retirement Plan. The amount of the SERP Benefit payable to or on behalf of a Participant will be determined as of the time at which such SERP Benefit is scheduled to be paid under Article 4 (the “calculation date”). If, however, any bonus amounts that should be included as SERP Compensation are not known at the calculation date, the SERP Benefit may be recalculated once, in the year following the year the SERP Benefit is paid or begins to be paid, using the same assumptions in effect and the Participant’s age at the calculation date in order to include such bonus amounts as part of SERP Compensation. In case of such recalculation, the initial SERP Benefit will be adjusted once to reflect any increase due as a result of the recalculation, and the adjustment will be paid in the same form that the initial SERP Benefit was paid (or is being paid) to the Participant.

2. Sections 4.1(b)(3), (4) and (5) shall be amended in their entirety to read as follows:

4.1 Timing and Amount

* * * * *

(b) Early Retirement Benefit.

* * * * *

(3) Tier 1 Reduction. For purposes of determining the SERP Benefit payable to a Tier 1 Participant before his or her Retirement Date, the product of the applicable formula under Section 2.16(a)(1)(i) or (ii)will be reduced by a fraction, the numerator of which is such Participant’s SERP Service as of the date he or she terminates employment with SunTrust and Affiliates and the denominator of which is the SERP Service such Participant would have had if he or she had continued in employment with SunTrust and Affiliates until such Participant’s Retirement Date.

(4) Tier 2 Reduction. For purposes of determining the SERP Benefit payable to a Tier 2 Participant before his or her Retirement Date, the SERP Benefit accrued under the applicable formula stated in Section 2.16(a)(2) through such Participant’s termination of employment with SunTrust and all Affiliates will be reduced by the same early retirement reduction factors that are used in the Retirement Plan as of December 31, 2007 to reduce the Future Service Benefit (i.e., 5/12% for each full month by which such Participant’s early retirement date precedes his or her Retirement Date, except that if the Participant was hired by SunTrust before July 1, 1990, the reduction is from the first day of the month on or immediately following the date when such Participant would have attained age 60); and provided further that the portion of the SERP Benefit attributable to the SERP Personal Pension Account (if any) shall be reduced on an Actuarial Equivalent basis.

(5) Designated Participant Reduction. This Subsection 4.1(b)(5) shall apply only to a Tier 1 Participant who is specifically designated by the Committee as eligible for the following special retirement reduction (a “Designated Participant”), instead of the reduction in Section 4.1(b)(3), and who is listed as a “Designated Participant” on Exhibit G. For purposes of determining the SERP Benefit payable to such a Designated Participant who elects early retirement after his or her Vested Date and prior to attaining age 60, the product of the applicable formula under Section 2.16(a)(1)(i) or (ii) will be reduced by a fraction, the numerator of which is such Participant’s SERP Service as of his or her early retirement date and the denominator of which is the SERP Service such Participant would have completed if he or she had continued in employment with SunTrust and Affiliates until such Participant’s Retirement Date, and then further reduced by a factor of 5/12% for each full calendar month by which such Participant’s early retirement date precedes the date he or she would attain age 60.

3.	Sections 4.3(d)(1) shall be amended in its entirety to read as follows:
		4.3	Survivor Benefit.

* * * * *

(d) Lump Sum Survivor Benefit For Spouse.

* * * * *

(1) Step One – For a Tier 1 Participant, determine the product of the formula in either Section 2.16(a)(1)(i) or Section 2.16(a)(ii) that produces the greater amount. For a Tier 2 Participant, the amount which is higher between (y) the sum of Section 2.16(a)(2)(i) plus Section 2.16(a)(2)(ii), and (z) the Tier 2 Minimum Benefit (as defined in Section 2.16(a)(2)).

4. All other provisions of the Plan not amended herein shall remain in full force and effect as of this date.

AMENDMENT
TO THE
SUNTRUST BANKS, INC.
ERISA EXCESS RETIREMENT PLAN

WHEREAS, SunTrust Banks, Inc. (the “Corporation”) has adopted and sponsors the SunTrust Banks, Inc. ERISA Excess Retirement Plan (the “Excess Plan”); and

WHEREAS, pursuant to Section 10 of the Excess Plan, the Compensation Committee of the Corporation’s Board of Directors (the “Committee”) is responsible for the administration of the Excess Plan and is authorized to amend the Excess Plan in any respect whatsoever; and

WHEREAS, the Committee pursuant to Section 10 of the Excess Plan has delegated authority to the Human Resources Director and other appropriate officers and to the Benefits Plan Committee and the Deferral Plan Committee, as applicable, or their delegates, to take actions to adopt and implement certain amendments approved by the Board of Directors of the Corporation on February 13, 2007; and

WHEREAS, effective December 31, 2007, service and benefit accruals under the traditional defined benefit component of the SunTrust Banks, Inc. Retirement Plan (the “Retirement Plan”) will be frozen; and

WHEREAS, effective January 1, 2008, the Retirement Plan will be amended to provide a participant with either a cash-balance benefit or a 1% formula traditional defined benefit, in addition to the frozen traditional defined benefit at December 31, 2007; and

WHEREAS, the Committee has determined that it is in the Corporation’s best interest to amend the Excess Plan, effective January 1, 2008, in order to conform the design of, and the benefits provided under, the Excess Plan to the newly designed Retirement Plan.

NOW, THEREFORE, IN WITNESS WHEREOF, the undersigned, an authorized officer of the Corporation and a member and delegate of the Benefits Plan Committee, has executed this Amendment to the Excess Plan on this 31^st day of December, 2007.

SunTrust Banks, Inc.	Attest
By: /s/ Donna D. Lange Donna Lange Senior Vice President	By: /s/ Ingrid Emmons Title: GVP Benefits

Benefits Department Manager

Exhibit I

AMENDMENT
TO THE
SUNTRUST BANKS, INC.
ERISA EXCESS RETIREMENT PLAN

The SunTrust Banks, Inc. ERISA Excess Retirement Plan, as amended and restated effective as of August 13, 1996, and subsequently amended, is further amended as set forth below, effective as of January 1, 2008 unless otherwise provided.

1. The preamble of Article 2 of the Excess Plan shall be amended and restated in its entirety to read as follows:

All of the capitalized terms used in this Plan and not defined herein shall have the same meaning as in the Company’s Retirement Plan, as it may be amended from time to time. The following capitalized terms will have the meanings set forth in this Article 2 whenever such capitalized terms are used throughout this Plan:

2. Article 2 of the Excess Plan shall be amended by adding the following new definitions in alphabetical order and renumbering the subsequent definitions and applicable cross-references accordingly:

Annual Compensation Limit – means the maximum Compensation that may be used for a year under the Retirement Plan and this Plan to compute a Participant’s Excess Benefit. Effective January 1, 2006, for any Participant who retires or terminates employment with SunTrust and its Affiliates after December 31, 2005, unless otherwise excepted by the Committee for a Tier 1 Participant, the Annual Compensation Limit may not exceed two times the annual compensation limit for qualified plans under Code Section 401(a)(17), as adjusted annually for increases in the cost-of-living.

Excess Plan PPA Benefit – means the benefit calculated under this Plan effective January 1, 2007 which is based on the PPA Benefit in the Retirement Plan.

Excess Plan Traditional Benefit – means the benefit calculated under this Plan effective January 1, 2007 which is based on the Traditional Benefit in the Retirement Plan.

Frozen Excess Benefit – means the Participant’s accrued benefit under this Plan as of December 31, 2007, based on the applicable formula under the Retirement Plan as of that date, and which, if the formula so provides, will be increased by future pay increases after 2007.

PPA Benefit – means the benefit under the Retirement Plan effective January 1, 2008 that is based on a cash balance formula providing pay credits and interest to a Personal Pension Account.

Tier 1 Participant – means each Participant listed on Exhibit B.

Traditional Benefit – means the traditional defined benefit calculated under the Retirement Plan effective January 1, 2008, that is based on the 1% times base pay formula.

3. Section 2.6 of the Excess Plan shall be amended and restated in its entirely to read as follows:

2.6 Excess Benefit – means as of any date the benefit calculated under this Plan as the excess of the amount the Participant would have received under the Retirement Plan, from the date of his participation in this Plan, had no federal tax code restrictions applied to the calculation of his Retirement Plan benefit, but applying the Annual Compensation Limit and subtracting the actual benefit the Participant is eligible to receive from the Retirement Plan. The Excess Benefit is determined in accordance with the following rules for different categories of Participants.

(a) Excess Plan Participant Before 2008 Receiving Traditional Benefit.

Participant in this Plan with an accrued Excess Benefit at December 31, 2007, who accrues a benefit in the Retirement Plan after 2007 under the Traditional Formula has an Excess Benefit equal to the sum of –

(i) his Frozen Excess Benefit plus

(ii) his Excess Plan Traditional Benefit.

The Excess Benefit is calculated using actual service and base salary (or benefits base), if applicable.

(b) Excess Plan Participant Before 2008 Receiving PPA Benefit. A Participant in this Plan with an accrued Excess Benefit at December 31, 2007, who accrues a benefit under the Retirement Plan after 2007 under the PPA Formula has an Excess Benefit equal to the sum of –

(i) his Frozen Excess Benefit plus

(ii) his Excess PPA Benefit beginning January 1, 2008.

If the Participant’s combined Compensation at year end for both the Retirement Plan and this Plan is less than the Annual Compensation Limit, any eligible bonus deferred under the Deferred Compensation Plan will be included as eligible Compensation for this Plan, up to the Annual Compensation Limit.

(c) Excess Plan Participant After 2007 Receiving Traditional Benefit. A Participant who enters this Plan after 2007 and who accrues a benefit under the Retirement Plan after 2007 under the Traditional Benefit formula has an Excess Benefit based on the Traditional Benefit formula beginning on the Participant’s date of participation in this Plan. The Excess Benefit and the offset Retirement Plan benefit will be calculated using actual benefit service earned beginning on the date of participation in this Plan and base salary (or benefits base, if applicable) earned both before and after the date of participation in this Plan.

(d) Excess Plan Participant After 2007 Receiving PPA Benefit. A Participant who enters this Plan after 2007 and who accrues a benefit under the Retirement Plan after 2007 under the PPA Benefit Formula has an Excess PPA Benefit based on pay credits earned beginning on the date of participation in this Plan and total years of vesting service with SunTrust and its Affiliates earned before, during and after participation in this Plan. The PPA Benefit offset which is used to calculate the Excess PPA Benefit is also calculated using pay credits earned beginning on the date of participation in this Plan and total years of vesting service.

(e) Tier 1 Participant Receiving Traditional Benefit. A Tier 1 Participant who began participating in this Plan before 2008 and who receives a Traditional Benefit under the Retirement Plan after 2007 has an Excess Benefit based on the sum of the following —

(i) his Frozen Excess Benefit plus

(ii) his Excess Plan Traditional Benefit (adjusted, if applicable, for future pay increases)

The Excess Benefit is calculated using actual service and base salary (or benefits base), if applicable. The Annual Compensation Limit does not apply to Tier 1 Participants.

4. Section 4.3(b) of the Excess Plan shall be amended and restated in its entirety to read as follows:

(b) Calculation of Pre-retirement Death Benefit

Effective January 1, 2008, for all Participants who are vested and die before beginning to receive any benefit payment from this Plan, the survivor benefit payable under this Plan shall be determined as follows:

(1) Excess Plan Participant Before 2008 Receiving Traditional Benefit. The pre-retirement death benefit for the Participant described in this paragraph (1) is equal to the Excess Benefit which would have been payable to the Participant’s beneficiary under a 50% joint and survivor annuity (a 100% joint and survivor annuity if the Participant began participating in this Plan before August 13, 1996), as if the Participant had died immediately prior to death. This benefit is payable as soon as practicable after the Participants death in a lump sum which is Actuarially Equivalent to the Excess Benefit that would have been paid in a monthly annuity. If the benefit is payable before the Participant would have reached age 65, it is reduced for early commencement in the same manner as determined under the Retirement Plan for early retirement.

(2) Excess Plan Participant Before 2008 Receiving PPA Benefit. The pre-retirement death benefit for the Participant described in this paragraph (2) is the sum of two calculations. The first calculation uses the Participant’s Frozen Excess Benefit to determine the amount that would have been payable to the Participant’s beneficiary under a 50% joint and survivor annuity (a 100% joint and survivor annuity if the Participant began participating in this Plan before August 13, 1996), as if the Participant had died immediately prior to death. The second calculation is 100% of the Participant’s Excess PPA Benefit. The pre-retirement death benefit is payable as soon as practicable after the Participants death in a lump sum which is Actuarially Equivalent to the Excess Benefit as of December 31, 2007 that would have been paid in a monthly annuity plus the Excess PPA Benefit. If the benefit is payable before the Participant would have reached age 65, it is reduced for early commencement in the same manner as determined under the Retirement Plan for early retirement. The Excess PPA benefit is not reduced for early commencement.

(3) Excess Plan Participant After 2007 Receiving Traditional Benefit. The pre-retirement death benefit for the Participant described in this paragraph (3) is equal to the Excess Benefit which would have been payable to the Participant’s beneficiary under a 50% joint and survivor annuity as if the Participant had died immediately prior to death. This benefit is payable as soon as practicable after the Participant’s death in a lump sum which is Actuarially Equivalent to the Excess Benefit that would have been paid in a monthly annuity. If the benefit is payable before the Participant would have reached age 65, it is reduced for early commencement in the same manner as determined under the Retirement Plan for early retirement.

(4) Excess Plan Participant After 2007 Receiving PPA Benefit. The pre-retirement death benefit for the Participant described in this paragraph (4), paid in the form of a lump sum, is equal to 100% of the Excess PPA Benefit. This benefit is payable as soon as practicable after the Participant’s death.

(5) Tier 1 Participants. The pre-retirement death benefit for the Participant described in this paragraph (1) is equal to the Excess Benefit which would have been payable to the Participant’s beneficiary under a 50% joint and survivor annuity (a 100% joint and survivor annuity if the Participant began participating in this Plan before August 13, 1996), as if the Participant had died immediately prior to death. This benefit is payable as soon as practicable after the Participant’s death in a lump sum which is Actuarially Equivalent to the Excess Benefit that would have been paid in a monthly annuity. If the benefit is payable before the Participant would have reached age 65, it is reduced for early commencement in the same manner as determined under the Retirement Plan for early retirement.

5. The Excess Plan shall be amended by adding the following new Exhibit B, as attached hereto.

EXHIBIT B

The following list of Participants each shall be a Tier 1 Participant:

1) James M. Wells III

2) L. Phillip Humann