Common use of TSR Modifier Clause in Contracts

TSR Modifier. The Payout Percentage determined under the ROTCE Matrix may be further adjusted by applying the “TSR Modifier” as indicated below. Below 25th - 20% The Committee shall make the following adjustments to the calculation of the TSR Rank or the composition of the Peer Group during the Performance Period as follows: (1) if a member of the Peer Group is acquired by another company, or during the Performance Period announces that it will be acquired by another company, then the acquired Peer Group company will be moved to a position below the lowest ranked peer; (2) if a member of the Peer Group sells, spins-off, or disposes of a portion of its business, then such Peer Group company will remain in the Peer Group for the Performance Period unless such disposition(s) results in the disposition of more than 50% of such company's total assets during the Performance Period, in which case it will be moved to a position below the lowest ranked peer; (3) if a member of the Peer Group acquires another company, the acquiring Peer Group company will remain in the Peer Group; (4) if a member of the Peer Group is delisted on all major stock exchanges, such delisted company will be moved to a position below the lowest ranked peer; (5) to the extent that SunTrust and/or any member of the Peer Group split its stock or declare a distribution of shares, such company's TSR performance will be appropriately adjusted for the stock split or share distribution so as not to give an advantage or disadvantage to such company by comparison to the other companies; (6) members of the Peer Group that file for bankruptcy, liquidation or reorganization during the Performance Period will moved to a position below the lowest ranked peer; and (7) the Committee shall have the authority to make other appropriate adjustments in response to a change in circumstances that results in a member of the Peer Group no longer satisfying the criteria for which such member was originally selected. The Committee shall calculate the beginning and ending TSR values based on the average of the closing prices of the applicable company's stock for the 20 trading days prior to and including the beginning or ending date, as applicable, of the Performance Period.

TSR Modifier. (a) The Payout Percentage determined under the ROTCE Matrix may be further adjusted by applying the “TSR Modifier” shall be determined under the table below based on the TSR Percentile Rank (as indicated defined below. Below 25th - 20% The Committee shall make the following adjustments to the calculation ) of the Company: (b) To determine the Company’s “TSR Rank or Percentile Rank,” the composition TSR of the Company and each of the Peer Group during Companies (as defined below) shall be calculated, and the Performance Period Peer Group Companies shall be ranked based on their respective TSR’s from lowest to highest. If the Company’s TSR is equal to the TSR of any other Peer Group Company, the Company’s TSR Percentile Rank shall be equal to the number of Peer Group Companies with a lower TSR divided by the number that is one less than the total number of Peer Group Companies, with the resulting amount expressed as a percentage and rounded to the nearest tenth of a percentage point. If the Company’s TSR is between the TSRs of any two Peer Group Companies, the TSR Percentile Ranks of those two Peer Group Companies shall be determined as set forth in the preceding sentence, and the Company’s TSR Percentile Rank shall be interpolated as follows: . The excess of the Company’s TSR over the TSR of the lower Peer Group Company shall be divided by the excess of the TSR of the higher Peer Group Company over the TSR of the lower Peer Group Company. The resulting fraction shall be multiplied by the difference between the TSR Percentile Ranks of the two Peer Group Companies. The product of that calculation shall be added to the TSR Percentile Rank of the lower Peer Group Company, and the resulting sum (1rounded to the nearest tenth of a percentage point) if a member shall be the Company’s TSR Percentile Rank. The intent of this definition of TSR Percentile Rank is to produce the same result as calculated using the PERCENTRANK function in Microsoft Excel to determine the rank of the Company’s TSR within the array consisting of the TSRs of the Peer Group is acquired by another company, or during the Performance Period announces that it will be acquired by another company, then the acquired Companies. (c) The “Peer Group Companies” consist of those companies that were components of the Xxxxxxx 2500 Utilities Index on October 1, 2019 and that continue to be components of the Xxxxxxx 2500 Utilities Index through December 31, 2022. If the Xxxxxxx 2500 Utilities Index ceases to be published prior to December 31, 2022, the Peer Group Companies shall consist of those companies that were components of the Xxxxxxx 2500 Utilities Index on October 1, 2019 and that continued to have publicly-traded common stock through December 31, 2022. (d) The “TSR” for the Company and each Peer Group Company shall be calculated by (1) assuming that $100 is invested in the common stock of the company will be moved at a price equal to a position below the lowest ranked peer; average of the closing market prices of the stock for the period from October 1, 2019 to December 31, 2019, (2) if assuming that for each dividend paid on the stock during the Award Period, the amount equal to the dividend paid on the assumed number of shares held is reinvested in additional shares at a member price equal to the closing market price of the Peer Group sells, spinsstock on the ex-off, or disposes of a portion of its business, then such Peer Group company will remain in the Peer Group dividend date for the Performance Period unless such disposition(s) results in the disposition of more than 50% of such company's total assets during the Performance Perioddividend, in which case it will be moved to a position below the lowest ranked peer; and (3) if a member determining the final dollar value of the Peer Group acquires another company, the acquiring Peer Group company will remain in the Peer Group; (4) if a member total assumed number of the Peer Group is delisted on all major stock exchanges, such delisted company will be moved to a position below the lowest ranked peer; (5) to the extent that SunTrust and/or any member of the Peer Group split its stock or declare a distribution of shares, such company's TSR performance will be appropriately adjusted for the stock split or share distribution so as not to give an advantage or disadvantage to such company by comparison to the other companies; (6) members of the Peer Group that file for bankruptcy, liquidation or reorganization during the Performance Period will moved to a position below the lowest ranked peer; and (7) the Committee shall have the authority to make other appropriate adjustments in response to a change in circumstances that results in a member of the Peer Group no longer satisfying the criteria for which such member was originally selected. The Committee shall calculate the beginning and ending TSR values shares based on the average of the closing market prices of the applicable company's stock for the 20 period from October 1, 2022 to December 31, 2022. The “TSR” shall then equal the amount determined by subtracting $100 from the foregoing final dollar value, dividing the result by 100 and expressing the resulting fraction as a percentage. (e) If during the Award Period any Peer Group Company enters into an agreement pursuant to which all or substantially all of the stock or assets of the Peer Group Company will be acquired by a third party (a “Signed Acquisition”), and if the Signed Acquisition is not completed by the end of the Award Period, then that company shall not be a Peer Group Company. If a Signed Acquisition of a Peer Group Company is terminated (other than in connection with the execution of another Signed Acquisition) before the end of the Award Period, then that company shall remain a Peer Group Company, and the TSR for that Peer Group Company shall be calculated as provided in Section 2.2(d), except that if the announcement of the termination of the Signed Acquisition occurs during the last three months of the Award Period, for purposes of determining the final dollar value under clause (3) of Section 2.2(d), the three-month period for which closing market prices are averaged shall be shortened to exclude any trading days prior to and including preceding the beginning or ending date, as applicable, announcement of the Performance Periodtermination of the Signed Acquisition.

TSR Modifier. (a) The Payout Percentage determined under the ROTCE Matrix may be further adjusted by applying the “TSR Modifier” shall be determined under the table below based on the TSR Percentile Rank (as indicated defined below. Below 25th - 20) of the Company; provided, however, that if the Company’s TSR (as defined below) is less than 0%, the actual TSR Payout Factor shall be equal to 75% The Committee shall make the following adjustments to the calculation of the TSR Rank or Payout Factor determined under the composition table below: (b) To determine the Company’s “TSR Percentile Rank,” the TSR of the Company and each of the Peer Group during Companies (as defined below) shall be calculated, and the Performance Period Peer Group Companies shall be ranked based on their respective TSR’s from lowest to highest. If the Company’s TSR is equal to the TSR of any other Peer Group Company, the Company’s TSR Percentile Rank shall be equal to the number of Peer Group Companies with a lower TSR divided by the number that is one less than the total number of Peer Group Companies, with the resulting amount expressed as a percentage and rounded to the nearest tenth of a percentage point. If the Company’s TSR is between the TSRs of any two Peer Group Companies, the TSR Percentile Ranks of those two Peer Group Companies shall be determined as set forth in the preceding sentence, and the Company’s TSR Percentile Rank shall be interpolated as follows: . The excess of the Company’s TSR over the TSR of the lower Peer Group Company shall be divided by the excess of the TSR of the higher Peer Group Company over the TSR of the lower Peer Group Company. The resulting fraction shall be multiplied by the difference between the TSR Percentile Ranks of the two Peer Group Companies. The product of that calculation shall be added to the TSR Percentile Rank of the lower Peer Group Company, and the resulting sum (1rounded to the nearest tenth of a percentage point) if a member shall be the Company’s TSR Percentile Rank. The intent of this definition of TSR Percentile Rank is to produce the same result as calculated using the PERCENTRANK function in Microsoft Excel to determine the rank of the Company’s TSR within the array consisting of the TSRs of the Peer Group is acquired by another company, or during the Performance Period announces that it will be acquired by another company, then the acquired Companies. (c) The “Peer Group Companies” consist of those companies that were components of the Xxxxxxx 2500 Utilities Index on October 1, 2016 and that continue to be components of the Xxxxxxx 2500 Utilities Index through December 31, 2019. If the Xxxxxxx 2500 Utilities Index ceases to be published prior to December 31, 2019, the Peer Group Companies shall consist of those companies that were components of the Xxxxxxx 2500 Utilities Index on October 1, 2016 and that continued to have publicly-traded common stock through December 31, 2019. (d) The “TSR” for the Company and each Peer Group Company shall be calculated by (1) assuming that $100 is invested in the common stock of the company will be moved at a price equal to a position below the lowest ranked peer; average of the closing market prices of the stock for the period from October 1, 2016 to December 31, 2016, (2) if assuming that for each dividend paid on the stock during the Award Period, the amount equal to the dividend paid on the assumed number of shares held is reinvested in additional shares at a member price equal to the closing market price of the Peer Group sells, spinsstock on the ex-off, or disposes of a portion of its business, then such Peer Group company will remain in the Peer Group dividend date for the Performance Period unless such disposition(s) results in the disposition of more than 50% of such company's total assets during the Performance Perioddividend, in which case it will be moved to a position below the lowest ranked peer; and (3) if a member determining the final dollar value of the Peer Group acquires another company, the acquiring Peer Group company will remain in the Peer Group; (4) if a member total assumed number of the Peer Group is delisted on all major stock exchanges, such delisted company will be moved to a position below the lowest ranked peer; (5) to the extent that SunTrust and/or any member of the Peer Group split its stock or declare a distribution of shares, such company's TSR performance will be appropriately adjusted for the stock split or share distribution so as not to give an advantage or disadvantage to such company by comparison to the other companies; (6) members of the Peer Group that file for bankruptcy, liquidation or reorganization during the Performance Period will moved to a position below the lowest ranked peer; and (7) the Committee shall have the authority to make other appropriate adjustments in response to a change in circumstances that results in a member of the Peer Group no longer satisfying the criteria for which such member was originally selected. The Committee shall calculate the beginning and ending TSR values shares based on the average of the closing market prices of the applicable company's stock for the 20 period from October 1, 2019 to December 31, 2019. The “TSR” shall then equal the amount determined by subtracting $100 from the foregoing final dollar value, dividing the result by 100 and expressing the resulting fraction as a percentage. (e) If during the Award Period any Peer Group Company enters into an agreement pursuant to which all or substantially all of the stock or assets of the Peer Group Company will be acquired by a third party (a “Signed Acquisition”), and if the Signed Acquisition is not completed by the end of the Award Period, then that company shall not be a Peer Group Company. If a Signed Acquisition of a Peer Group Company is terminated (other than in connection with the execution of another Signed Acquisition) before the end of the Award Period, then that company shall remain a Peer Group Company, and the TSR for that Peer Group Company shall be calculated as provided in Section 2.2(d), except that if the announcement of the termination of the Signed Acquisition occurs during the last three months of the Award Period, for purposes of determining the final dollar value under clause (3) of Section 2.2(d), the three-month period for which closing market prices are averaged shall be shortened to exclude any trading days prior to and including preceding the beginning or ending date, as applicable, announcement of the Performance Periodtermination of the Signed Acquisition.

TSR Modifier. (a) The Payout Percentage determined under the ROTCE Matrix may be further adjusted by applying the “TSR Modifier” shall be determined under the table below based on the TSR Percentile Rank (as indicated defined below. Below 25th - 20% The Committee shall make the following adjustments to the calculation ) of the Company: (b) To determine the Company’s “TSR Rank or Percentile Rank,” the composition TSR of the Company and each of the Peer Group during Companies (as defined below) shall be calculated, and the Performance Period Peer Group Companies shall be ranked based on their respective TSR’s from lowest to highest. If the Company’s TSR is equal to the TSR of any other Peer Group Company, the Company’s TSR Percentile Rank shall be equal to the number of Peer Group Companies with a lower TSR divided by the number that is one less than the total number of Peer Group Companies, with the resulting amount expressed as a percentage and rounded to the nearest tenth of a percentage point. If the Company’s TSR is between the TSRs of any two Peer Group Companies, the TSR Percentile Ranks of those two Peer Group Companies shall be determined as set forth in the preceding sentence, and the Company’s TSR Percentile Rank shall be interpolated as follows: . The excess of the Company’s TSR over the TSR of the lower Peer Group Company shall be divided by the excess of the TSR of the higher Peer Group Company over the TSR of the lower Peer Group Company. The resulting fraction shall be multiplied by the difference between the TSR Percentile Ranks of the two Peer Group Companies. The product of that calculation shall be added to the TSR Percentile Rank of the lower Peer Group Company, and the resulting sum (1rounded to the nearest tenth of a percentage point) if a member shall be the Company’s TSR Percentile Rank. The intent of this definition of TSR Percentile Rank is to produce the same result as calculated using the PERCENTRANK function in Microsoft Excel to determine the rank of the Company’s TSR within the array consisting of the TSRs of the Peer Group is acquired by another company, or during the Performance Period announces that it will be acquired by another company, then the acquired Companies. (c) The “Peer Group Companies” consist of those companies set forth on Exhibit A that continue to have publicly-traded common stock through December 31, 2025. (d) The “TSR” for the Company and each Peer Group Company shall be calculated by (1) assuming that $100 is invested in the common stock of the company will be moved at a price equal to a position below the lowest ranked peer; average of the closing market prices of the stock for the period from October 1, 2022 to December 31, 2022, (2) if assuming that for each dividend paid on the stock during the Award Period, the amount equal to the dividend paid on the assumed number of shares held is reinvested in additional shares at a member price equal to the closing market price of the Peer Group sells, spinsstock on the ex-off, or disposes of a portion of its business, then such Peer Group company will remain in the Peer Group dividend date for the Performance Period unless such disposition(s) results in the disposition of more than 50% of such company's total assets during the Performance Perioddividend, in which case it will be moved to a position below the lowest ranked peer; and (3) if a member determining the final dollar value of the Peer Group acquires another company, the acquiring Peer Group company will remain in the Peer Group; (4) if a member total assumed number of the Peer Group is delisted on all major stock exchanges, such delisted company will be moved to a position below the lowest ranked peer; (5) to the extent that SunTrust and/or any member of the Peer Group split its stock or declare a distribution of shares, such company's TSR performance will be appropriately adjusted for the stock split or share distribution so as not to give an advantage or disadvantage to such company by comparison to the other companies; (6) members of the Peer Group that file for bankruptcy, liquidation or reorganization during the Performance Period will moved to a position below the lowest ranked peer; and (7) the Committee shall have the authority to make other appropriate adjustments in response to a change in circumstances that results in a member of the Peer Group no longer satisfying the criteria for which such member was originally selected. The Committee shall calculate the beginning and ending TSR values shares based on the average of the closing market prices of the applicable company's stock for the 20 period from October 1, 2025 to December 31, 2025. The “TSR” shall then equal the amount determined by subtracting $100 from the foregoing final dollar value, dividing the result by 100 and expressing the resulting fraction as a percentage. (e) If during the Award Period any Peer Group Company enters into an agreement pursuant to which all or substantially all of the stock or assets of the Peer Group Company will be acquired by a third party (a “Signed Acquisition”), and if the Signed Acquisition is not completed by the end of the Award Period, then that company shall not be a Peer Group Company. If a Signed Acquisition of a Peer Group Company is terminated (other than in connection with the execution of another Signed Acquisition) before the end of the Award Period, then that company shall remain a Peer Group Company, and the TSR for that Peer Group Company shall be calculated as provided in Section 2.2(d), except that if the announcement of the termination of the Signed Acquisition occurs during the last three months of the Award Period, for purposes of determining the final dollar value under clause (3) of Section 2.2(d), the three-month period for which closing market prices are averaged shall be shortened to exclude any trading days prior to and including preceding the beginning or ending date, as applicable, announcement of the Performance Periodtermination of the Signed Acquisition.

TSR Modifier. (a) The Payout Percentage determined under the ROTCE Matrix may be further adjusted by applying the “TSR Modifier” shall be determined under the table below based on the TSR Percentile Rank (as indicated defined below. Below 25th - 20% The Committee shall make the following adjustments to the calculation ) of the Company: (b) To determine the Company’s “TSR Rank or Percentile Rank,” the composition TSR of the Company and each of the Peer Group during Companies (as defined below) shall be calculated, and the Performance Period Peer Group Companies shall be ranked based on their respective TSR’s from lowest to highest. If the Company’s TSR is equal to the TSR of any other Peer Group Company, the Company’s TSR Percentile Rank shall be equal to the number of Peer Group Companies with a lower TSR divided by the number that is one less than the total number of Peer Group Companies, with the resulting amount expressed as a percentage and rounded to the nearest tenth of a percentage point. If the Company’s TSR is between the TSRs of any two Peer Group Companies, the TSR Percentile Ranks of those two Peer Group Companies shall be determined as set forth in the preceding sentence, and the Company’s TSR Percentile Rank shall be interpolated as follows: . The excess of the Company’s TSR over the TSR of the lower Peer Group Company shall be divided by the excess of the TSR of the higher Peer Group Company over the TSR of the lower Peer Group Company. The resulting fraction shall be multiplied by the difference between the TSR Percentile Ranks of the two Peer Group Companies. The product of that calculation shall be added to the TSR Percentile Rank of the lower Peer Group Company, and the resulting sum (1rounded to the nearest tenth of a percentage point) if a member shall be the Company’s TSR Percentile Rank. The intent of this definition of TSR Percentile Rank is to produce the same result as calculated using the PERCENTRANK function in Microsoft Excel to determine the rank of the Company’s TSR within the array consisting of the TSRs of the Peer Group is acquired by another company, or during the Performance Period announces that it will be acquired by another company, then the acquired Companies. (c) The “Peer Group Companies” consist of those companies set forth on Exhibit A that continue to have publicly-traded common stock through December 31, 2026. (d) The “TSR” for the Company and each Peer Group Company shall be calculated by (1) assuming that $100 is invested in the common stock of the company will be moved at a price equal to a position below the lowest ranked peer; average of the closing market prices of the stock for the period from October 1, 2023 to December 31, 2023, (2) if assuming that for each dividend paid on the stock during the Award Period, the amount equal to the dividend paid on the assumed number of shares held is reinvested in additional shares at a member price equal to the closing market price of the Peer Group sells, spinsstock on the ex-off, or disposes of a portion of its business, then such Peer Group company will remain in the Peer Group dividend date for the Performance Period unless such disposition(s) results in the disposition of more than 50% of such company's total assets during the Performance Perioddividend, in which case it will be moved to a position below the lowest ranked peer; and (3) if a member determining the final dollar value of the Peer Group acquires another company, the acquiring Peer Group company will remain in the Peer Group; (4) if a member total assumed number of the Peer Group is delisted on all major stock exchanges, such delisted company will be moved to a position below the lowest ranked peer; (5) to the extent that SunTrust and/or any member of the Peer Group split its stock or declare a distribution of shares, such company's TSR performance will be appropriately adjusted for the stock split or share distribution so as not to give an advantage or disadvantage to such company by comparison to the other companies; (6) members of the Peer Group that file for bankruptcy, liquidation or reorganization during the Performance Period will moved to a position below the lowest ranked peer; and (7) the Committee shall have the authority to make other appropriate adjustments in response to a change in circumstances that results in a member of the Peer Group no longer satisfying the criteria for which such member was originally selected. The Committee shall calculate the beginning and ending TSR values shares based on the average of the closing market prices of the applicable company's stock for the 20 period from October 1, 2026 to December 31, 2026. The “TSR” shall then equal the amount determined by subtracting $100 from the foregoing final dollar value, dividing the result by 100 and expressing the resulting fraction as a percentage. (e) If during the Award Period any Peer Group Company enters into an agreement pursuant to which all or substantially all of the stock or assets of the Peer Group Company will be acquired by a third party (a “Signed Acquisition”), and if the Signed Acquisition is not completed by the end of the Award Period, then that company shall not be a Peer Group Company. If a Signed Acquisition of a Peer Group Company is terminated (other than in connection with the execution of another Signed Acquisition) before the end of the Award Period, then that company shall remain a Peer Group Company, and the TSR for that Peer Group Company shall be calculated as provided in Section 2.2(d), except that if the announcement of the termination of the Signed Acquisition occurs during the last three months of the Award Period, for purposes of determining the final dollar value under clause (3) of Section 2.2(d), the three-month period for which closing market prices are averaged shall be shortened to exclude any trading days prior to and including preceding the beginning or ending date, as applicable, announcement of the Performance Periodtermination of the Signed Acquisition.

TSR Modifier. (a) The Payout Percentage determined under the ROTCE Matrix may be further adjusted by applying the “TSR Modifier” shall be determined under the table below based on the TSR Percentile Rank (as indicated defined below. Below 25th - 20% The Committee shall make the following adjustments to the calculation ) of the Company: (b) To determine the Company’s “TSR Rank or Percentile Rank,” the composition TSR of the Company and each of the Peer Group during Companies (as defined below) shall be calculated, and the Performance Period Peer Group Companies shall be ranked based on their respective TSR’s from lowest to highest. If the Company’s TSR is equal to the TSR of any other Peer Group Company, the Company’s TSR Percentile Rank shall be equal to the number of Peer Group Companies with a lower TSR divided by the number that is one less than the total number of Peer Group Companies, with the resulting amount expressed as a percentage and rounded to the nearest tenth of a percentage point. If the Company’s TSR is between the TSRs of any two Peer Group Companies, the TSR Percentile Ranks of those two Peer Group Companies shall be determined as set forth in the preceding sentence, and the Company’s TSR Percentile Rank shall be interpolated as follows: . The excess of the Company’s TSR over the TSR of the lower Peer Group Company shall be divided by the excess of the TSR of the higher Peer Group Company over the TSR of the lower Peer Group Company. The resulting fraction shall be multiplied by the difference between the TSR Percentile Ranks of the two Peer Group Companies. The product of that calculation shall be added to the TSR Percentile Rank of the lower Peer Group Company, and the resulting sum (1rounded to the nearest tenth of a percentage point) if a member shall be the Company’s TSR Percentile Rank. The intent of this definition of TSR Percentile Rank is to produce the same result as calculated using the PERCENTRANK function in Microsoft Excel to determine the rank of the Company’s TSR within the array consisting of the TSRs of the Peer Group is acquired by another company, or during the Performance Period announces that it will be acquired by another company, then the acquired Companies. (c) The “Peer Group Companies” consist of those companies that were components of the Xxxxxxx 2500 Utilities Index on October 1, 2017 and that continue to be components of the Xxxxxxx 2500 Utilities Index through December 31, 2020. If the Xxxxxxx 2500 Utilities Index ceases to be published prior to December 31, 2020, the Peer Group Companies shall consist of those companies that were components of the Xxxxxxx 2500 Utilities Index on October 1, 2017 and that continued to have publicly-traded common stock through December 31, 2020. (d) The “TSR” for the Company and each Peer Group Company shall be calculated by (1) assuming that $100 is invested in the common stock of the company will be moved at a price equal to a position below the lowest ranked peer; average of the closing market prices of the stock for the period from October 1, 2017 to December 31, 2017, (2) if assuming that for each dividend paid on the stock during the Award Period, the amount equal to the dividend paid on the assumed number of shares held is reinvested in additional shares at a member price equal to the closing market price of the Peer Group sells, spinsstock on the ex-off, or disposes of a portion of its business, then such Peer Group company will remain in the Peer Group dividend date for the Performance Period unless such disposition(s) results in the disposition of more than 50% of such company's total assets during the Performance Perioddividend, in which case it will be moved to a position below the lowest ranked peer; and (3) if a member determining the final dollar value of the Peer Group acquires another company, the acquiring Peer Group company will remain in the Peer Group; (4) if a member total assumed number of the Peer Group is delisted on all major stock exchanges, such delisted company will be moved to a position below the lowest ranked peer; (5) to the extent that SunTrust and/or any member of the Peer Group split its stock or declare a distribution of shares, such company's TSR performance will be appropriately adjusted for the stock split or share distribution so as not to give an advantage or disadvantage to such company by comparison to the other companies; (6) members of the Peer Group that file for bankruptcy, liquidation or reorganization during the Performance Period will moved to a position below the lowest ranked peer; and (7) the Committee shall have the authority to make other appropriate adjustments in response to a change in circumstances that results in a member of the Peer Group no longer satisfying the criteria for which such member was originally selected. The Committee shall calculate the beginning and ending TSR values shares based on the average of the closing market prices of the applicable company's stock for the 20 period from October 1, 2020 to December 31, 2020. The “TSR” shall then equal the amount determined by subtracting $100 from the foregoing final dollar value, dividing the result by 100 and expressing the resulting fraction as a percentage. (e) If during the Award Period any Peer Group Company enters into an agreement pursuant to which all or substantially all of the stock or assets of the Peer Group Company will be acquired by a third party (a “Signed Acquisition”), and if the Signed Acquisition is not completed by the end of the Award Period, then that company shall not be a Peer Group Company. If a Signed Acquisition of a Peer Group Company is terminated (other than in connection with the execution of another Signed Acquisition) before the end of the Award Period, then that company shall remain a Peer Group Company, and the TSR for that Peer Group Company shall be calculated as provided in Section 2.2(d), except that if the announcement of the termination of the Signed Acquisition occurs during the last three months of the Award Period, for purposes of determining the final dollar value under clause (3) of Section 2.2(d), the three-month period for which closing market prices are averaged shall be shortened to exclude any trading days prior to and including preceding the beginning or ending date, as applicable, announcement of the Performance Periodtermination of the Signed Acquisition.

TSR Modifier. (a) The Payout Percentage determined under the ROTCE Matrix may be further adjusted by applying the “TSR Modifier” shall be determined under the table below based on the TSR Percentile Rank (as indicated defined below. Below 25th - 20% The Committee shall make the following adjustments to the calculation ) of the Company: (b) To determine the Company’s “TSR Rank or Percentile Rank,” the composition TSR of the Company and each of the Peer Group during Companies (as defined below) shall be calculated, and the Performance Period Peer Group Companies shall be ranked based on their respective TSR’s from lowest to highest. If the Company’s TSR is equal to the TSR of any other Peer Group Company, the Company’s TSR Percentile Rank shall be equal to the number of Peer Group Companies with a lower TSR divided by the number that is one less than the total number of Peer Group Companies, with the resulting amount expressed as a percentage and rounded to the nearest tenth of a percentage point. If the Company’s TSR is between the TSRs of any two Peer Group Companies, the TSR Percentile Ranks of those two Peer Group Companies shall be determined as set forth in the preceding sentence, and the Company’s TSR Percentile Rank shall be interpolated as follows: . The excess of the Company’s TSR over the TSR of the lower Peer Group Company shall be divided by the excess of the TSR of the higher Peer Group Company over the TSR of the lower Peer Group Company. The resulting fraction shall be multiplied by the difference between the TSR Percentile Ranks of the two Peer Group Companies. The product of that calculation shall be added to the TSR Percentile Rank of the lower Peer Group Company, and the resulting sum (1rounded to the nearest tenth of a percentage point) if a member shall be the Company’s TSR Percentile Rank. The intent of this definition of TSR Percentile Rank is to produce the same result as calculated using the PERCENTRANK function in Microsoft Excel to determine the rank of the Company’s TSR within the array consisting of the TSRs of the Peer Group is acquired by another company, or during the Performance Period announces that it will be acquired by another company, then the acquired Companies. (c) The “Peer Group Companies” consist of those companies set forth on Exhibit A that continue to have publicly-traded common stock through December 31, 2023. (d) The “TSR” for the Company and each Peer Group Company shall be calculated by (1) assuming that $100 is invested in the common stock of the company will be moved at a price equal to a position below the lowest ranked peer; average of the closing market prices of the stock for the period from October 1, 2020 to December 31, 2020, (2) if assuming that for each dividend paid on the stock during the Award Period, the amount equal to the dividend paid on the assumed number of shares held is reinvested in additional shares at a member price equal to the closing market price of the Peer Group sells, spinsstock on the ex-off, or disposes of a portion of its business, then such Peer Group company will remain in the Peer Group dividend date for the Performance Period unless such disposition(s) results in the disposition of more than 50% of such company's total assets during the Performance Perioddividend, in which case it will be moved to a position below the lowest ranked peer; and (3) if a member determining the final dollar value of the Peer Group acquires another company, the acquiring Peer Group company will remain in the Peer Group; (4) if a member total assumed number of the Peer Group is delisted on all major stock exchanges, such delisted company will be moved to a position below the lowest ranked peer; (5) to the extent that SunTrust and/or any member of the Peer Group split its stock or declare a distribution of shares, such company's TSR performance will be appropriately adjusted for the stock split or share distribution so as not to give an advantage or disadvantage to such company by comparison to the other companies; (6) members of the Peer Group that file for bankruptcy, liquidation or reorganization during the Performance Period will moved to a position below the lowest ranked peer; and (7) the Committee shall have the authority to make other appropriate adjustments in response to a change in circumstances that results in a member of the Peer Group no longer satisfying the criteria for which such member was originally selected. The Committee shall calculate the beginning and ending TSR values shares based on the average of the closing market prices of the applicable company's stock for the 20 period from October 1, 2023 to December 31, 2023. The “TSR” shall then equal the amount determined by subtracting $100 from the foregoing final dollar value, dividing the result by 100 and expressing the resulting fraction as a percentage. (e) If during the Award Period any Peer Group Company enters into an agreement pursuant to which all or substantially all of the stock or assets of the Peer Group Company will be acquired by a third party (a “Signed Acquisition”), and if the Signed Acquisition is not completed by the end of the Award Period, then that company shall not be a Peer Group Company. If a Signed Acquisition of a Peer Group Company is terminated (other than in connection with the execution of another Signed Acquisition) before the end of the Award Period, then that company shall remain a Peer Group Company, and the TSR for that Peer Group Company shall be calculated as provided in Section 2.2(d), except that if the announcement of the termination of the Signed Acquisition occurs during the last three months of the Award Period, for purposes of determining the final dollar value under clause (3) of Section 2.2(d), the three-month period for which closing market prices are averaged shall be shortened to exclude any trading days prior to and including preceding the beginning or ending date, as applicable, announcement of the Performance Periodtermination of the Signed Acquisition.

TSR Modifier. The Payout Percentage determined under the ROTCE Matrix may be is further adjusted by applying multiplying it by the “TSR Modifier” as indicated indicted below. Below 25th - 20-20 % The Committee shall make the following adjustments to the calculation of the TSR Rank or the composition of the Peer Group during the Performance Period as follows: (1) if a member of the Peer Group is acquired by another company, or during the Performance Period announces that it will be acquired by another company, then the acquired Peer Group company will be moved to a position below the lowest ranked peer; (2) if a member of the Peer Group sells, spins-off, or disposes of a portion of its business, then such Peer Group company will remain in the Peer Group for the Performance Period unless such disposition(s) results in the disposition of more than 50% of such company's total assets during the Performance Period, in which case it will be moved to a position below the lowest ranked peer; (3) if a member of the Peer Group acquires another company, the acquiring Peer Group company will remain in the Peer Group; (4) if a member of the Peer Group is delisted on all major stock exchanges, such delisted company will be moved to a position below the lowest ranked peer; (5) to the extent that SunTrust and/or any member of the Peer Group split its stock or declare a distribution of shares, such company's TSR performance will be appropriately adjusted for the stock split or share distribution so as not to give an advantage or disadvantage to such company by comparison to the other companies; (6) members of the Peer Group that file for bankruptcy, liquidation or reorganization during the Performance Period will moved to a position below the lowest ranked peer; and (7) the Committee shall have the authority to make other appropriate adjustments in response to a change in circumstances that results in a member of the Peer Group no longer satisfying the criteria for which such member was originally selected. The Committee shall calculate the beginning and ending TSR values based on the average of the closing prices of the applicable company's stock for the 20 trading days prior to and including the beginning or ending date, as applicable, of the Performance Period.and

TSR Modifier. The Payout Percentage determined under the ROTCE Matrix may be further adjusted by applying the “TSR Modifier” as indicated below. Below 25th - 20-20 % The Committee shall make the following adjustments to the calculation of the TSR Rank or the composition of the Peer Group during the Performance Period as follows: (1) if a member of the Peer Group is acquired by another company, or during the Performance Period announces that it will be acquired by another company, then the acquired Peer Group company will be moved to a position below the lowest ranked peer; (2) if a member of the Peer Group sells, spins-off, or disposes of a portion of its business, then such Peer Group company will remain in the Peer Group for the Performance Period unless such disposition(s) results in the disposition of more than 50% of such company's total assets during the Performance Period, in which case it will be moved to a position below the lowest ranked peer; (3) if a member of the Peer Group acquires another company, the acquiring Peer Group company will remain in the Peer Group; (4) if a member of the Peer Group is delisted on all major stock exchanges, such delisted company will be moved to a position below the lowest ranked peer; (5) to the extent that SunTrust and/or any member of the Peer Group split its stock or declare a distribution of shares, such company's TSR performance will be appropriately adjusted for the stock split or share distribution so as not to give an advantage or disadvantage to such company by comparison to the other companies; (6) members of the Peer Group that file for bankruptcy, liquidation or reorganization during the Performance Period will moved to a position below the lowest ranked peer; and (7) the Committee shall have the authority to make other appropriate adjustments in response to a change in circumstances that results in a member of the Peer Group no longer satisfying the criteria for which such member was originally selected. The Committee shall calculate the beginning and ending TSR values based on the average of the closing prices of the applicable company's stock for the 20 trading days prior to and including the beginning or ending date, as applicable, of the Performance Period.