SUNTRUST BANKS, INC.

DEFERRED COMPENSATION PLAN

AMENDED AND RESTATED EFFECTIVE AS OF
January 1, 2011
SUNTRUST BANKS, INC.
DEFERRED COMPENSATION PLAN
TABLE OF CONTENTS

S.CONT SunTrust Banks, Inc. Deferred Compensation Plan

Amended and Restated
Effective January 1, 2011

ARTICLE 1

Establishment and Purpose

The SunTrust Banks, Inc. Deferred Compensation Plan is hereby amended and restated effective January 1, 2011 (the “Plan”), and except as otherwise specifically noted, continues to provide a nonqualified and unfunded deferred compensation program to Eligible Employees pursuant to the terms and provisions set forth below, as subsequently amended from time to time. The Plan, as amended and restated in this document, reflects certain design changes adopted in 2010. In addition, the Plan was previously amended and restated effective January 1, 2010 to reflect authorized design changes in connection with the December 31, 2009 merger of the SunTrust Banks, Inc. 401(k) Excess Plan (the “401(k) Excess Plan”) and the prior SunTrust Banks, Inc. Deferred Compensation Plan (the “Prior Deferred Compensation Plan”), which were both previously amended and restated effective January 1, 2009 for compliance with section 409A of the Internal Revenue Code (“Code”).

SunTrust Banks, Inc. (“SunTrust”) originally established the Prior Deferred Compensation Plan effective October 1, 1999, by combining and restating the SunTrust Management Incentive Plan Deferred Compensation Plan Fund (the “MIP Fund”) and the SunTrust Performance Unit Plan Deferred Compensation Plan (the “PUP Fund”). All accounts in the MIP Fund and PUP Fund existing as of September 30, 1999 became subject to the terms of the Prior Deferred Compensation Plan. The Prior Deferred Compensation Plan was established to provide a single deferred compensation plan as the means whereby participants in the SunTrust Management Incentive Plan (“MIP”) and the SunTrust Performance Unit Plan (“PUP”) could defer receipt of all or a portion of their MIP awards and PUP awards as well as future awards provided by certain select bonus and incentive programs.

SunTrust established the 401(k) Excess Plan to provide benefits to certain highly compensated employees that were not otherwise allowed under SunTrust’s qualified 401(k) plan due to the limitations of Code sections 401(a)(17), 402(g) and 415(c). Effective July 1, 1999, the Crestar Additional Nonqualified Executive Plan (the “ANEX Plan”), a deferral plan similar to the 401(k) Excess Plan, was merged into the 401(k) Excess Plan and the existing account balances attributable to both the 401(k) Excess Plan and the ANEX Plan as of June 30, 1999, were frozen as to future contributions and renamed the “Excess Plan Frozen Balance” and the “ANEX Frozen Balance,” respectively.

The terms of the Plan, as set forth herein, shall govern the deferral and distribution of Eligible Income (as defined below) earned after 2009 with respect to services performed on and after January 1, 2010. In addition, the distribution of all amounts earned prior to 2010 and deferred under the 401(k) Excess Plan or the Prior Deferred Compensation Plan, including the benefits under the prior plans as described above, shall be made in accordance with the terms of the 401(k) Excess Plan and the Prior Deferred Compensation Plan as in effect immediately prior to the merger of these two plans on December 31, 2009, including any “grandfathered amounts” that were earned and vested (within the meaning of Code section 409A and regulations thereunder) under each plan prior to 2005 (and earnings thereon) (the “Grandfathered Amounts”). Benefits earned under the 401(k) Excess Plan and the Prior Deferred Compensation Plan prior to 2010 have been maintained in separate accounts. As provided by the Plan Administrator, all amounts credited under the Plan, including amounts credited under the 401(k) Excess Plan and the Prior Deferred Compensation Plan prior to 2010, shall be subject to the investment provisions set forth in Article 4. The relevant terms of the 401(k) Excess Plan and the Prior Deferred Compensation Plan, including the provisions relating to the Grandfathered Amounts, on December 31, 2009 are summarized in Addenda A and B, respectively.

The Plan is intended (1) to comply with Code section 409A and official guidance issued thereunder (except with respect to any Grandfathered Amounts), (2) to be “a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, and (3) to comply with certain other regulatory requirements imposed upon SunTrust and its Affiliates, as described in Section 9.12. Notwithstanding any other provision of this Plan, this Plan shall be interpreted, operated and administered in a manner consistent with these intentions.

ARTICLE 2

Definitions

The following capitalized terms will have the meanings set forth in this Article 2 whenever such capitalized terms are used throughout this Plan (except for Addenda A and B):

2.1

Account means the bookkeeping account established by SunTrust for each Participant electing to defer Eligible Income or being credited with Mandatory Deferrals under the Plan. A Participant’s Account shall be utilized solely as a device for the determination and measurement of the amount of benefits to be paid to the Participant pursuant to this Plan. A Participant’s Account shall not constitute or be treated as a trust fund of any kind and may be divided into one or more sub-accounts, depending on the source of contributions, the type of Investment Fund selected or the distribution timing and payment method.

2.2

Affiliate means any corporation or other entity that is treated as a single employer with SunTrust under Code sections 414(b) or (c).

2.3

Base Salary means the pre-tax amount of an Eligible Employee’s regular base salary from SunTrust and all Affiliates as in effect from time to time during a Plan Year, disregarding any deferrals or withholdings from such base salary and including any compensation classified on the payroll as vacation pay or sick pay earned during that Plan Year. Base Salary shall not include any amount of an Eligible Employee’s base salary payable in a form denominated by the Committee as “salary shares” or “salary units.”

2.4

Beneficiary means one or more persons or one or more entities entitled to receive any benefits payable under this Plan at the Participant’s death. A Participant may name one or more primary Beneficiaries and one or more secondary Beneficiaries. A Participant may revoke a Beneficiary designation by filing a new beneficiary designation form or a written revocation with the Plan Administrator. If the Plan Administrator is not in receipt of a properly completed beneficiary designation form at the Participant’s death, or if none of the Beneficiaries named by the Participant survives the Participant or is in existence at the date of the Participant’s death, then the Participant’s Beneficiary shall be the Participant’s estate.

2.5

Board means the Board of Directors of SunTrust.

2.6

Cause means for purposes of this Plan and as determined by the Plan Administrator, in its sole discretion, one or more of the following actions that serves as the primary reason(s) for the termination of the Participant’s employment with SunTrust or an Affiliate:

(a)

the Participant’s willful and continued failure to perform his job duties in a satisfactory manner after written notice from SunTrust to Participant and a thirty (30) day period in which to cure such failure;

(b)

the Participant’s conviction of a felony or engagement in a dishonest act, misappropriation of funds, embezzlement, criminal conduct or common law fraud;

(c)

the Participant’s material violation of the Code of Business Conduct and Ethics of SunTrust or the Code of Conduct of an Affiliate;

(d)

the Participant’s engagement in an act that materially damages or materially prejudices SunTrust or an Affiliate or the Participant’s engagement in activities materially damaging to the property, business or reputation of SunTrust or an Affiliate; or

(e)

the Participant’s failure and refusal to comply in any material respect with the current and any future amended policies, standards and regulations of SunTrust, any Affiliate and their regulatory agencies, if such failure continues after written notice from SunTrust to the Participant and a thirty (30) day period in which to cure such failure, or the determination by any such governing agency that the Participant may no longer serve as an officer of SunTrust or an Affiliate.

Notwithstanding anything herein to the contrary, if a Participant is subject to the terms of a change in control agreement with SunTrust (the “Change in Control Agreement”) at the time of his termination of employment with SunTrust or an Affiliate, solely for purposes of such Participant’s benefits under the Plan, “Cause” shall have the meaning provided in the Change in Control Agreement.

2.7

Change in Control means a change in control of SunTrust of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934 as in effect at the time of such “change in control”, provided that such a change in control shall be deemed to have occurred at such time as (i) any “person” (as that term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934), is or becomes the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) directly or indirectly, of securities representing 20% or more of the combined voting power for election of directors of the then outstanding securities of SunTrust or any successor of SunTrust; (ii) during any period of two (2) consecutive years or less, individuals who at the beginning of such period constitute the Board of SunTrust cease, for any reason, to constitute at least a majority of such Board, unless the election or nomination for election of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period; (iii) there is a consummation of any reorganization, merger, consolidation or share exchange as a result of which the common stock of SunTrust shall be changed, converted or exchanged into or for securities of another corporation (other than a merger with a wholly-owned subsidiary of SunTrust) or any dissolution or liquidation of SunTrust or any sale or the disposition of 50% or more of the assets or business of SunTrust; or (iv) there is a consummation of any reorganization, merger, consolidation or share exchange unless (A) the persons who were the beneficial owners of the outstanding shares of the common stock of SunTrust immediately before the consummation of such transaction beneficially own more than 65% of the outstanding shares of the common stock of the successor or survivor corporation in such transaction immediately following the consummation of such transaction and (B) the number of shares of the common stock of such successor or survivor of SunTrust beneficially owned by the persons described in Section 2.7(iv)(A) immediately following the consummation of such transaction is beneficially owned by each such person in substantially the same proportion that each such person had beneficially owned shares of SunTrust’s common stock immediately before the consummation of such transaction, provided (C) the percentage described in Section 2.7(iv)(A) of the beneficially owned shares of the successor or survivor corporation and the number described in Section 2.7(iv)(B) of the beneficially owned shares of the successor or survivor corporation shall be determined exclusively by reference to the shares of the successor or survivor corporation which result from the beneficial ownership of shares of common stock of SunTrust by the persons described in Section 2.7(iv)(A) immediately before the consummation of such transaction.

2.8

Code means the Internal Revenue Code of 1986, as amended.

2.9

Committee means the Compensation Committee of the Board.

2.10

Company Contribution means the amount credited to a Participant’s Company Contribution Account, as described in Section 3.5.

2.11

Company Contribution Account means a bookkeeping account established by SunTrust for each Participant credited with Company Contributions or True-Up Contributions.

2.12

Date of Hire means the date of an Employee’s first day of active employment with SunTrust or an Affiliate.

2.13

Deferral Election Form means the form that a Participant uses to elect to defer receipt of all or a portion of his Eligible Income pursuant to this Plan.

2.14

Designated Distribution Date means the date determined by the Plan Administrator within the first quarter of the calendar year selected by a Participant as the Specified Date for payment of an in-service distribution pursuant to Section 7.4.

2.15

Disabled or Disability means a Participant is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Participant’s employer and, in addition, has begun to receive benefits under SunTrust’s Long-Term Disability Plan.

2.16

Eligible Employee means an Employee who is selected by the Plan Administrator as eligible to make a deferral election under this Plan and who belongs to a “select group of management or highly compensated employees,” as such phrase is defined under ERISA. Generally, an Eligible Employee means an Employee participating in the MIP and in Grade 52 or higher, an Employee in Grade 53 or higher, or an Employee otherwise designated by the Plan Administrator based on other eligibility criteria, such as a minimum compensation level or prior participation in the 401(k) Excess Plan or the Prior Deferred Compensation Plan. The Plan Administrator, in its sole discretion, may: (a) change such requisite grade level and may determine other appropriate grade levels for elective deferrals to this Plan on an individual basis, (b) establish minimum compensation levels required for Eligible Employees, and (c) determine whether an Eligible Employee may defer Base Salary.

2.17

Eligible Income means Base Salary and Incentive Awards.

2.18

Eligible Plans mean the MIP and the functional incentive plans sponsored by SunTrust or an Affiliate and approved by the Plan Administrator that provide for bonus, incentive, commission or similar variable pay to Employees, which pay is approved as eligible for voluntary or mandatory deferral under this Plan.

2.19

Employee means an individual who is a regular, common-law employee on the U.S. payroll of SunTrust or an Affiliate. The term “Employee” shall not include a person hired as an independent contractor, leased employee, consultant, or a person otherwise designated by SunTrust or an Affiliate as not eligible to participate in the Plan, even if such person is determined to be an “employee” of SunTrust or an Affiliate by any governmental or judicial authority.

2.20

ERISA means the Employee Retirement Income Security Act of 1974, as amended.

2.21

Incentive Award means the pre-tax amount of an Eligible Employee’s bonus, incentive or commission, or similar variable pay, disregarding any deferrals, offsets, or withholdings from such incentive award, which is earned under an Eligible Plan. Notwithstanding the foregoing, Incentive Awards shall exclude any bonus pay that is not earned under a pre-determined plan, such as any non-reoccurring promotional program, referral, signing or spot bonuses, and any bonus pay that is payable on a monthly basis under an Eligible Plan.

2.22

Investment Fund means each investment vehicle that, for bookkeeping purposes, is used to determine the earnings that are credited and the losses that are charged to each Participant’s Account and Company Contribution Account. The Plan Administrator shall be responsible for selecting the Investment Funds available and for adding or deleting Funds as the Plan Administrator deems appropriate from time to time.

2.23

Key Employee means an employee treated as a “specified employee” as of his Separation from Service under Code section 409A(a)(2)(B)(i) ( i.e. , a key employee (as defined in Code section 416(i) without regard to section (5) thereof)) if the common stock of SunTrust or an Affiliate is publicly traded on an established securities market or otherwise. Key Employees shall be determined in accordance with Code section 409A using a December 31 identification date. A listing of Key Employees as of an identification date shall be effective for the twelve (12) month period beginning on the April 1 following the identification date.

2.24

Mandatory Deferral means the amount defined in Section 3.4.

2.25

MIP means SunTrust Banks, Inc. Management Incentive Plan, as amended from time to time.

2.26

Newly Hired Eligible Employee means an individual who is hired by SunTrust or an Affiliate, who is not a current or former Employee and who meets the criteria for an Eligible Employee on his first Date of Hire.

2.27

Participant means (a) an Eligible Employee who has made a deferral election in accordance with the terms of the Plan; (b) an Employee who has had Mandatory Deferrals credited under the Plan; (c) an Employee who has a SERP Benefit credited under the Plan; or (d) an Employee or former Employee who continues to have a Plan benefit attributable to his participation in a prior plan that has not been distributed in full. An individual ceases to be a Participant when his entire benefit under the Plan has been distributed or forfeited.

2.28

Plan means the SunTrust Banks, Inc. Deferred Compensation Plan as described in this document, including any Addenda attached, which are incorporated herein by reference, as amended from time to time.

2.29

Plan Administrator means the party responsible for administering the Plan, as provided in Section 8.1.

2.30

Plan Year means the calendar year.

2.31

Restoration Plan Participants mean, for purposes of determining the Company Contribution and True-Up Contribution, if any, the participants accruing “pay credits” in the SunTrust Banks, Inc. Restoration Plan, as amended and restated from time to time, for the applicable Plan Year.

2.32

Retirement means a Participant’s Separation from Service on or after attaining age fifty-five (55) and completing at least five (5) Years of Vesting Service.

2.33

Retirement Plan means the SunTrust Banks, Inc. Retirement Plan, as amended and restated from time to time, and any successor plan.

2.34

Separation from Service or Separate from Service means a “separation from service” with SunTrust and its Affiliates within the meaning of Code section 409A.

2.35

SERP means the SunTrust Banks, Inc. Supplemental Executive Retirement Plan, as amended and restated from time to time.

2.36

SERP Account means a bookkeeping account established by SunTrust for a Participant who changes from a position eligible to participate in the SERP to one that is not eligible and credited with a SERP Benefit under Section 3.8.

2.37

SERP Benefit means the benefit amount determined under the SERP that is subject to Code section 409A (excluding any “Grandfathered Amounts,” (as defined in the SERP)) and credited to a Participant’s SERP Account, as described in Section 3.8.

2.38

Specified Date means a time or a fixed schedule specified under the Plan in accordance with Treas. Reg. § 1.409A-3(a)(4).

2.39

SunTrust means SunTrust Banks, Inc. or any successor to SunTrust.

2.40

Tier 1 and Tier 2 SERP Participants mean, for purposes of determining the Company Contribution and True-Up Contribution, if any, the Tier 1 and Tier 2 participants accruing benefits in the SERP for the applicable Plan Year.

2.41

True-Up Contribution means the amount credited to a Participant’s Company Contribution Account, as defined in Section 3.6.

2.42

Valuation Date means the last day of each Plan Year and such other dates as the Plan Administrator may determine from time to time. For purposes of benefit distributions under the Plan, the Valuation Date for a distribution shall be the last date by which the Account (or sub-account) or Company Contribution Account must be valued in order to have the distribution of all or part of the Account (or sub-account) or Company Contribution Account paid on the scheduled payment date.

2.43

Years of Vesting Service means “Years of Vesting Service,” as defined under the Retirement Plan.

ARTICLE 3

Participation and Contributions

3.1

Participation. Participation in the Plan shall be limited to Eligible Employees and certain other Employees credited with Mandatory Deferrals or SERP Benefits. The Plan Administrator shall notify any Employee of his status as an Eligible Employee at such time and in such manner as the Plan Administrator shall determine. An Employee shall become a Participant by making a deferral election as an Eligible Employee under Section 3.2 or by being credited with a Mandatory Deferral under Section 3.4 or a SERP Benefit under Section 3.8.

3.2

Deferral Elections. An Eligible Employee may make an irrevocable election to defer the following types of Eligible Income in five (5) percent increments, as follows:

(a)

Base Salary. Certain Eligible Employees, as determined by the Plan Administrator, may elect to defer a portion of Base Salary each payroll period from 5% to 50%.

(b)

Incentive Awards. All Eligible Employees may elect to defer a portion of an Incentive Award from 20% to 90%.

Eligible Income deferred by a Participant under the Plan shall be credited to the Participant’s Account as soon as practicable after the amounts would have otherwise been paid to the Participant.

3.3

Time and Manner of Making Deferral Elections. In order to elect to defer Eligible Income earned during a Plan Year, an Eligible Employee shall file a Deferral Election Form, written or electronic, with the Plan Administrator before the beginning of such Plan Year and in accordance with procedures established by the Plan Administrator. A deferral election under this Section 3.3 shall become irrevocable once the deadline for filing such election has expired, except as provided in Section 3.7.

(a)

Newly Hired Eligible Employee. Notwithstanding the foregoing, if an individual becomes a Newly Hired Eligible Employee after the beginning of a Plan Year, the Plan Administrator has the sole discretion to determine whether such individual may submit a Deferral Election Form for that Plan Year. If allowed to participate, the Newly Hired Eligible Employee may make an election to defer Base Salary in accordance with the procedures established by the Plan Administrator, provided such election is delivered to the Plan Administrator no later than thirty (30) days after the Employee’s Date of Hire. In the event of a deferral election under this Section 3.3(a), the Deferral Election Form shall apply only to Base Salary earned for services performed on and after the first day of the month following the date the election is filed with the Plan Administrator.

(b)

No Commencement after Promotion or Rehire. If an employee becomes an Eligible Employee for purposes of this Plan after the beginning of a Plan Year, but is not a Newly Hired Eligible Employee, he may not participate in this Plan until the beginning of the next Plan Year, assuming that he is still an Eligible Employee and that he appropriately files a Deferral Election Form with the Plan Administrator.

3.4

Mandatory Deferrals. If any portion of an Incentive Award is subject to mandatory deferral as established prior to the beginning of the Plan Year in which the Incentive Award is earned (as provided in the applicable Eligible Plan) (each, a “Mandatory Deferral”), then each Mandatory Deferral shall be subject to the provisions of this Plan. With respect to each Mandatory Deferral, the terms of the Eligible Plan shall determine whether all or part of such Mandatory Deferral is subject to a vesting schedule and if so, what the vesting schedule is; and whether such Mandatory Deferral is subject to any special investment restrictions. Each Mandatory Deferral shall be credited to the Participant’s Account as soon as practicable after the amounts would have otherwise been paid and be paid in accordance with Section 7.9.

3.5

Company Contributions . Each Plan Year beginning on and after January 1, 2010, for a Participant eligible to defer Base Salary, SunTrust shall credit to the Participant’s Company Contribution Account an amount (the “Company Contribution”), if any, equal to his elective deferrals credited for such Plan Year under Section 3.2 up to a maximum of 5% of the difference between:

(a)

An amount equal to the lesser of: (i) the Participant’s Eligible Income paid or deferred during the Plan Year, or (ii) two (2) times the annual compensation limit under Code section 401(a)(17) for the Plan Year (i.e., $490,000 for 2010); provided, however, for Tier 1 and Tier 2 SERP Participants and Restoration Plan Participants, this amount shall be equal to the Participant’s Eligible Income paid or deferred during the Plan Year; minus

(b)

The annual compensation limit under Code section 401(a)(17) for such Plan Year ($245,000 for 2010).

Subject to the limitation above, each Participant’s Company Contribution Account shall be credited with Company Contributions as earned on a pay period basis after the total of such Participant’s Eligible Income from SunTrust or an Affiliate reaches the annual compensation limit under Code section 401(a)(17) for the Plan Year.

3.6

True-Up Contributions. As soon as practicable on or after the last payroll processing date of each Plan Year beginning on and after January 1, 2010, for a Participant eligible to defer Base Salary, SunTrust shall credit to the Participant’s Company Contribution Account an amount (the “True-Up Contribution”), if any, equal to the difference between (a) the Company Contribution for the Participant determined for such Plan Year under Section 3.5, regardless when the Participant reaches the annual compensation limit under Code section 401(a)(17), minus (b) the actual amount of any Company Contributions credited during the Plan Year. In no event shall this True-Up Contribution exceed the Participant’s total elective deferrals under Section 3.2 for such Plan Year.

3.7

Cancellation of Deferral Election. If a Participant becomes Disabled or obtains a distribution under Section 7.8 on account of an Unforeseeable Emergency, his outstanding deferral elections under this Plan shall be cancelled and no further Eligible Income will be deferred under such elections.

3.8

Transferred SERP Benefits. In the event an Employee changes from a position eligible to participate in the SERP to one that is not eligible for any reason, the Plan Administrator, or its delegate, shall determine, in its or his sole discretion, the SERP Benefit as of the date of such change and shall credit to the Participant’s SERP Account an amount equal to the present value of the SERP Benefit as soon as practicable following such date. Such Participant shall continue to vest in the SERP Account during his continued service as an Employee. Solely for purposes of Articles 4 and 5, the SERP Account shall be treated as a sub-account of the Participant’s Account. Notwithstanding anything herein to the contrary other than as specifically provided in the preceding sentence, the SERP Account shall be subject to the terms and conditions of the SERP. To the extent that a Participant satisfies the SERP vesting requirements prior to termination, the SERP Account shall be paid to the Participant in accordance with the time and form of payment established under the SERP.

ARTICLE 4

Investments

4.1

Generally. The Plan Administrator shall specify procedures to allow Participants to make elections among the Investment Funds as to the deemed investment of amounts newly credited to their Accounts and Company Contribution Accounts, as well as the deemed investment of amounts previously credited to these accounts (i.e., reallocation).

4.2

Default Investment. If a Participant fails to make an initial investment election pursuant to Section 4.1, his Account and Company Contribution Account shall be deemed to be invested in one or more Investment Funds selected by the Plan Administrator as the default investment. The Plan Administrator shall have no responsibility to any Participant or anyone claiming a benefit through a Participant if a Participant fails to make an investment election or to change any investment election.

4.3

No Actual Investment Required. Notwithstanding the preceding sections of this Article 4 and any other provision of this document, this Plan shall remain an unfunded plan and the description of Investment Funds in this Article 4, including any election rights of a Participant, shall not obligate SunTrust or any Affiliate to set aside any funds or to make any actual investments pursuant to this Plan. The purpose of the selection of the Investment Funds is to provide a means for measuring the value of a Participant’s Account and the Company Contribution Account, if any, which determines the amount of his Plan benefit.

4.4

Compliance with Securities Laws. Notwithstanding the foregoing provisions of this Article 4, if a Participant is subject to Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”), then such Participant’s investment elections shall be subject to such additional rules as may be established by the Plan Administrator as it deems necessary to ensure that transactions by such Participant comply with Rule 16b-3 of the Exchange Act (or any successor rules).

ARTICLE 5

Allocation to Accounts

5.1

General. A Participant’s benefit under this Plan is equal to the vested balance of his Account (including applicable sub-accounts) and the Company Contribution Account, if applicable. As of each Valuation Date, amounts shall be allocated to and charged against each Participant’s Account and Company Contribution Account in accordance with this Article 5.

5.2

Distributions and Forfeitures. The balances of a Participant’s Account and Company Contribution Account will be reduced, as applicable, by the amount of any distributions made under Article 7, by any forfeiture pursuant to Section 6.2, 6.4, or 6.5, and as required pursuant to Section 9.12. Any such distributions or forfeitures shall be deemed to reduce pro rata the deemed investment in each Investment Fund in the Participant’s Account and Company Contribution Account.

5.3

Earnings and Losses. As of each Valuation Date selected by the Plan Administrator, each Participant’s Account and Company Contribution Account will be credited with earnings and gains or charged with losses occurring since the last Valuation Date, based on the results that would have been achieved had amounts credited to the Account and Company Contribution Account actually been invested in the Investment Funds selected by the Participant (or in the default Investment Fund, absent a Participant’s election). Earnings, gains and losses will continue to be credited or charged to the Participant’s Account and Company Contribution Account in accordance with this Section 5.3 until all amounts credited to such accounts are paid or forfeited. The amount of such deemed investment gain or loss shall be determined by the Plan Administrator and such determinations shall be final and conclusive upon all concerned.

ARTICLE 6

Vesting

6.1

Generally. Except as provided in Sections 6.2, 6.4 and 6.5, a Participant’s interest in his benefit under this Plan is one hundred percent (100%) vested and nonforfeitable at all times.

6.2

Mandatory Deferrals. If a Participant’s Account has been credited with any Mandatory Deferral that is subject to a vesting period (as set forth in the applicable Eligible Plan), and the Participant terminates employment with SunTrust and its Affiliates for any reason prior to meeting the vesting requirements for such Mandatory Deferral, then that portion of the Mandatory Deferral that is not vested, and the earnings on such nonvested portion shall be forfeited and deducted from the Participant’s Account. Notwithstanding the foregoing, unless approved by the Plan Administrator and otherwise specified in the Eligible Plan, upon a Participant’s death, Disability, Retirement or involuntary termination of employment resulting in the Participant’s eligibility to receive benefits under the SunTrust Banks, Inc. Severance Pay Plan (disregarding for purposes of determining eligibility, the Participant’s eligibility to receive severance benefits under another severance plan or individual agreement maintained by SunTrust or an Affiliate), the Participant’s nonvested Account balance shall fully vest as of the date such forfeiture would otherwise occur.

6.3

Change in Control. Unless an Eligible Plan provides for some other treatment, if a Participant’s employment with SunTrust or any Affiliate or their successors terminates for any reason, other than termination for Cause, within three (3) years following a Change in Control, any portion of the Participant’s Account or Company Contribution Account that was nonvested at the Change in Control and has not yet vested shall become fully vested immediately prior to the effective time of the Participant’s termination of employment. A Participant’s voluntary termination of employment, including a Participant’s Retirement or voluntary resignation, is not considered termination for Cause for purposes of vesting under this Section 6.3.

6.4

Exception . Notwithstanding the foregoing, a Participant and his Beneficiary shall forfeit the balance credited to his Company Contribution Account (as adjusted pursuant to Article 5) if the Participant is terminated for Cause by SunTrust or an Affiliate prior to a Change in Control. Forfeiture under this Section 6.4 shall be in addition to any other remedies which may be available to SunTrust or an Affiliate at law or in equity.

6.5

Vesting of Company Contribution Account. If a Participant’s Date of Hire occurs on or after January 1, 2011, and the Participant terminates employment with SunTrust and its Affiliates for any reason prior to completing two (2) Years of Vesting Service, then his Company Contribution Account and the earnings thereon shall be forfeited. Notwithstanding the foregoing, upon a Participant’s death, Disability, or involuntary termination of employment resulting in the Participant’s eligibility to receive benefits under the SunTrust Banks, Inc. Severance Pay Plan (disregarding for purposes of determining eligibility, the Participant’s eligibility to receive severance benefits under another severance plan or individual agreement maintained by SunTrust or an Affiliate), the Participant’s nonvested Company Contribution Account balance shall fully vest as of the date such forfeiture would otherwise occur.

ARTICLE 7

Distributions

7.1

Normal Form of Payment and Commencement. Except as otherwise provided in this Article 7, when a Participant Separates from Service for any reason, he shall be paid the vested balances of his Account and his Company Contribution Account, if any, under this Plan in a single lump sum cash payment during the first quarter of the calendar year immediately following the year in which his Separation from Service occurs.

7.2

Alternate Form of Payment Election. A Participant who does not wish to have his benefit under this Plan paid in a lump sum pursuant to Section 7.1 may elect on the first Deferral Election Form filed with the Plan Administrator to have the vested balances of his Account and his Company Contribution Account, if any, distributed in five (5) annual installments, with the first payment commencing in the first quarter of the calendar year immediately following the year in which the Participant Separates from Service. Each subsequent annual installment shall be paid during the first quarter of each of the subsequent four (4) calendar years.

(a)

Procedure for Installment Election. A Participant’s election to receive installment payments shall not be effective until received and approved by the Plan Administrator in accordance with Section 3.3.

(b)

Cash-Out. Notwithstanding any elections by a Participant, if the sum of a Participant’s total vested benefits under this Plan, including amounts credited under the 401(k) Excess Plan, the Prior Deferred Compensation Plan and any other account balance plan required to be aggregated with the Plan, as described in Treas. Reg. § 1.409A-1(c)(2)(i), is less than the applicable dollar amount under Code section 402(g)(1)(B) at the time payments commence under this Section 7.2, the vested balances of his Account and the Company Contribution Account shall be distributed in a lump sum payment during the first quarter of the calendar year immediately following the year in which he Separates from Service.

7.3

Key Employee Delay. Notwithstanding anything herein to the contrary, distributions may not be made to a Key Employee upon a Separation from Service before the date which is six (6) months after the date of the Key Employee’s Separation from Service (or, if earlier, the date of death of the Key Employee). Any payments that would otherwise be made during this period of delay shall be accumulated and paid in the seventh month following the Participant’s Separation from Service and shall continue to be credited or charged with earnings, gains or losses in accordance with Section 5.3 until such amounts are paid or forfeited.

7.4

In-Service Distribution Election. Unless the Plan Administrator announces otherwise for a Plan Year, a Participant may elect on a Deferral Election Form to have the portion of his Account related to amounts deferred under such Deferral Election Form (and earnings thereon) paid to the Participant as of a Specified Date permitted on the Deferral Election Form. The deferred amount subject to this election will be paid in a lump sum on the Designated Distribution Date.

(a)

Earlier Separation from Service. If a Participant should Separate from Service before his Specified Date(s), any portion of his Account subject to an in-service distribution election pursuant to this Section 7.4 will be paid in a lump sum in accordance with Section 7.1 and will not be subject to an election, if any, under Section 7.2.

(b)

Sub-Account. The portion of a Participant’s Account to which an in-service distribution election applies pursuant to this Section 7.4 shall be maintained as a sub-account of the Participant’s Account unless all of the Participant’s elective deferrals under this Plan are subject to an in-service distribution election with the same Specified Date.

(c)

No Company Contributions. In no event shall an in-service distribution election pursuant to this Section 7.4 for a Plan Year apply to any Company Contributions or True-Up Contributions earned during such Plan Year.

7.5

Subsequent Deferral Election. A Participant may make one or more subsequent elections to change the time or form of a distribution for a deferred amount in accordance with the procedures and distribution rules established by the Plan Administrator. An election under this Section 7.5 shall become irrevocable on the date the election is filed with the Plan Administrator, and any election to change the time or form of a distribution shall be effective only if the following conditions are satisfied:

(a)

The new election may not take effect until at least twelve (12) months after the date on which the new election is made;

(b)

In the case of an election to change the time or form of a distribution under Section 7.1, 7.2, or 7.4, a distribution may not be made earlier than at least five (5) years from the date the distribution would have otherwise been made; and

(c)

In the case of an election to change the time of a distribution under Section 7.4, the election must be made at least twelve (12) months before the date the distribution is scheduled to be paid.

7.6

Payment of Death Benefit. Notwithstanding any elections by the Participant or provisions of the Plan to the contrary, if a Participant dies at any time (including after his Separation from Service), the vested balances in the Account and the Company Contribution Account, if any, shall be distributed to the Beneficiary in a lump sum payment in the first quarter of the calendar year immediately following the year of the Participant’s death (provided that any payment that would occur before such calendar quarter shall be paid as scheduled).

7.7

Disability. Notwithstanding any elections by a Participant or provisions of the Plan to the contrary, if a Participant becomes Disabled at any time, then his vested balances in the Account and the Company Contribution Account, if any, will be distributed to the Participant in a lump sum payment in the first quarter of the calendar year immediately following the year in which the Participant becomes Disabled (provided that any payment that would occur before such calendar quarter shall be paid as scheduled).

7.8

Withdrawals for Unforeseeable Emergency. A Participant may withdraw all or any portion of the vested balances in his Account and Company Contribution Account, if any, for an Unforeseeable Emergency. The amount distributed with respect to an Unforeseeable Emergency may not exceed the amount necessary to satisfy such Unforeseeable Emergency plus the amount necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship) or by cessation of deferrals under this Plan.

(a)

Definition. “Unforeseeable Emergency” means, for this purpose, a severe financial hardship to a Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Code section 152(a)) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.

(b)

Participant Evidence. The Plan Administrator shall have the authority to require the Participant to provide such evidence as it deems necessary to determine whether distribution is warranted pursuant to this Section 7.8.

7.9

Distribution of Mandatory Deferrals. Notwithstanding any other provision of the Plan, the vested portion of an Account attributable to a Mandatory Deferral (as adjusted pursuant to Article 5) shall be paid in a lump sum on the Specified Date for each Mandatory Deferral set forth in the Eligible Plan or, if earlier, upon the Participant’s death or Disability in accordance with Section 7.6 or 7.7, respectively. In no event shall any Mandatory Deferrals be subject to an election under Section 7.2, 7.4 or 7.5, or to payment under Section 7.8.

7.10

Effect of Taxation. If a portion of the Participant’s balance credited to the Account or the Company Contribution Account is includible in income under Code section 409A, such portion shall be distributed immediately to the Participant.

7.11

Permitted Delays. Notwithstanding the foregoing, any payment to a Participant under the Plan shall be delayed upon the Plan Administrator’s reasonable anticipation that the making of the payment would violate Federal securities laws or other applicable law; provided that any payment delayed pursuant to this Section 7.11 shall be paid in accordance with Code section 409A on the earliest date on which SunTrust reasonably anticipates that the making of the payment will not cause a violation of Federal securities laws or other applicable law.

ARTICLE 8

Plan Administration

8.1

General Administration. SunTrust is the sponsor of the Plan, and the Committee is the Plan Administrator responsible for the operation and administration of the Plan.

8.2

Responsibility of Administrator. The Plan Administrator shall have sole discretionary authority for the operation, interpretation and administration of the Plan. All determinations and actions of the Plan Administrator within its discretionary authority shall be final, conclusive and binding on all persons, except that the Plan Administrator may revoke or modify a determination or action it determines was previously made in error. In addition to the implied powers and duties that may be needed to carry out the administration of the Plan, the Plan Administrator shall have the following specific powers and responsibilities:

(a)

To establish, interpret, amend, revoke and enforce rules and regulations as required or desirable for the efficient administration of the Plan.

(b)

To review and interpret Plan provisions and to remedy provisions that are ambiguous or inconsistent or contain omissions.

(c)

To determine all questions relating to an individual’s eligibility to participate in the Plan, an individual’s right to defer Base Salary, and the validity of an individual’s elections.

(d)

To revoke an individual’s status as an Eligible Employee at any time; provided however, in no event shall such revocation cancel an irrevocable deferral election under the Plan or be applied retroactively to deprive an Employee of benefits accrued under this Plan before such revocation.

(e)

To determine a Participant’s or Beneficiary’s eligibility for benefits from the Plan and to authorize payment of benefits.

(f)

To delegate any of the Plan Administrator’s rights, powers and duties to one or more Employees or officers of SunTrust or to a third-party administrator. Such delegation may include, without limitation, the power to execute any document on behalf of the Plan Administrator and to accept service of legal process for the Plan Administrator at the principal office of SunTrust.

(g)

To employ outside professionals and to enter into agreements on behalf of the Plan Administrator necessary or desirable for administration of the Plan.

8.3

Books, Records and Expenses. The Plan Administrator shall maintain books and records for purposes of this Plan, which shall be subject to the supervision and control of the Plan Administrator. SunTrust shall pay the general expenses of administering this Plan. The Plan Administrator shall be entitled to rely conclusively upon all tables, valuations, certificates, opinions and reports furnished by any actuary, accountant, controller, counsel or other person employed or engaged by SunTrust with respect to the Plan.

8.4

Compensation. Neither the Plan Administrator nor any delegate who is an employee of SunTrust or an Affiliate shall receive any additional compensation for his services as Plan Administrator or delegate.

8.5

Indemnification. SunTrust (to the full extent permissible under law and consistent with its charters and bylaws) shall indemnify and hold harmless the Plan Administrator, each individual member of the Plan Administrator and any Employee authorized to act on behalf of the Plan Administrator, the Plan Sponsor or any Affiliate under this Plan for any liability, loss, expense, assessment or other cost of any kind or description whatsoever, including legal fees and expenses, which they actually incur for their acts and omissions, past, current or future, in the administration of the Plan.

8.6

Claims. The Plan Administrator shall establish a reasonable claims procedure consistent with the requirements under the Department of Labor regulations under section 503 of ERISA.

ARTICLE 9

Miscellaneous

9.1

Construction. The headings and subheadings in this Plan have been set forth for convenience of reference only and have no substantive effect whatsoever. Whenever any words in this document are used in the masculine, they shall be construed as though they were used in the feminine in all cases where they would so apply; and whenever any words in this document are used in the singular or in the plural, they shall be construed as though they were used in the plural or in the singular, as the case may be, in all cases where they would so apply.

9.2

Severability. In the event any provision of the Plan shall be held invalid or illegal for any reason, any illegality or invalidity shall not affect the remaining parts of the Plan, but the Plan shall be construed and enforced as if the illegal or invalid provision had never been inserted.

9.3

No Alienation or Assignment. A Participant, a spouse or a Beneficiary under this Plan shall have no right or power whatsoever to alienate, commute, anticipate or otherwise assign at law or equity all or any portion of any benefit otherwise payable under this Plan, and SunTrust shall have the right, in the event of any such action, to terminate permanently the payment of benefits to, or on behalf of, any Participant, spouse or beneficiary who attempts to do so.

9.4

Incapacity of Recipient. If any person entitled to a distribution under the Plan is deemed by the Plan Administrator to be incapable of personally receiving and giving a valid receipt for such payment, then, unless and until a claim for such payment shall have been made by a duly appointed guardian or other legal representative of such person, the Plan Administrator may provide for all or part of such payment to be made to any other person or institution then contributing toward or providing for the care and maintenance of such person. Any such payment shall be a payment for the account of such person and a complete discharge of any liability of SunTrust, its Affiliates and the Plan to the extent of such payment.

9.5

Unclaimed Benefits. Each Participant shall keep the Plan Administrator informed of his current address and the current address of his designated Beneficiary. The Plan Administrator shall not be obligated to search for the whereabouts of any person if the location of a person is not made known to the Plan Administrator.

9.6

Not a Contract of Employment. Participation in this Plan does not grant to any individual the right to remain in the employ of SunTrust or any Affiliate for any specific term of employment or in any specific capacity or at any specific rate of compensation.

9.7

Unfunded Plan.

(a)

Contractual Liability of SunTrust. This Plan is an unfunded plan maintained primarily for a select group of management or highly compensated employees. The obligation of SunTrust to provide any benefits under the Plan is a mere contractual liability, and SunTrust is not required to establish or maintain any special or separate fund or segregate any assets for the payment of benefits under this Plan. Participants and their Beneficiaries shall not have any interest in any particular assets of SunTrust by reason of its obligation under the Plan and they are at all times unsecured creditors of SunTrust with respect to any claim for benefits under the Plan. All amounts of compensation deferred under this Plan, all property and rights purchased with such amounts and any income attributable to such amounts, rights or property shall constitute general funds of SunTrust.

(b)

Rabbi Trust. SunTrust may, but is not required to, establish any special or separate fund or segregate any assets for the payment of benefits under this Plan. In the event SunTrust should establish a “rabbi” trust to assist in meeting SunTrust’s financial obligations under this Plan, the assets of such trust shall be subject to the claims of the general creditors of SunTrust in the event of SunTrust’s insolvency, as defined in such trust agreement, and Participants in this Plan and their Beneficiaries shall have no preferred claim on, or any legal or equitable rights, claims or interest in any particular assets of such trust. To the extent payments of benefits under this Plan are actually made from any such trust or from any other source, SunTrust’s obligation to make such payments is satisfied, but to the extent not so paid, payment of benefits under this Plan remains the obligation of, and shall be paid by, SunTrust.

9.8

Right to Amend or Terminate Plan. SunTrust expects to continue this Plan indefinitely, but reserves the right to amend or discontinue the Plan should it deem such an amendment or discontinuance necessary or desirable. SunTrust hereby authorizes and empowers the Committee, as Plan Administrator, to amend this Plan in any manner that is consistent with the purpose of this Plan as set forth in this document, without further approval of the Board, and to delegate authority to amend this Plan to one or more appropriate members of the Committee or officers of SunTrust, except as to any matter that the Committee determines may result in a material increased cost to SunTrust or its Affiliates, in which case the consent of the Committee shall be required. No amendment or discontinuance of this Plan shall reduce the vested balances credited to any Participant’s Account (including applicable sub-accounts) or Company Contribution Account, if applicable, as of the later of the date such amendment is adopted or the effective date of such amendment or discontinuance.

(a)

Distribution of Accounts. If SunTrust terminates the Plan, distribution of balances in Accounts and Company Contribution Accounts shall be made to Participants and Beneficiaries in the manner and at the time as provided in Article 7, unless SunTrust determines in its sole discretion that all such amounts shall be distributed upon termination of the Plan in accordance with the requirements under Code section 409A.

(b)

Amendment Restrictions. If there is a Change in Control, no amendment shall be made to this Plan thereafter which would adversely affect in any manner whatsoever the benefits payable under this Plan to any Participant absent the express written consent of all Participants who might be adversely affected by such amendment. Any amendment, effective on or after a Change in Control, to merge this Plan with or into another deferred compensation plan shall be deemed to adversely affect the benefits payable under this Plan. Notwithstanding the foregoing, on or after a Change in Control, SunTrust or the Committee may amend this Plan without Participant consent to the extent such an amendment is required by law or is necessary or desirable to prevent adverse tax consequences to Participants or their Beneficiaries provided that SunTrust or the Committee obtains the written opinion of outside counsel that such an amendment is required by law or is necessary or desirable to prevent adverse tax consequences to Participants or their Beneficiaries.

9.9

Taxes. SunTrust or other payor may withhold from a benefit payment under the Plan or from a Participant’s wages in order to meet any federal, state, or local tax withholding obligations with respect to Plan benefits. SunTrust or other payor may also accelerate and pay a portion of a Participant’s benefits in a lump sum equal to the Federal Insurance Contributions Act (“FICA”) tax imposed and the income tax withholding related to such FICA amounts. SunTrust or other payor shall report Plan payments and other Plan-related information to the appropriate governmental agencies as required under applicable laws.

9.10

Binding Effect. This Plan shall be binding upon and inure to the benefit of any successor of SunTrust and any successor shall be deemed substituted for SunTrust under this Plan and shall assume the rights, obligations and liabilities of SunTrust hereunder and be obligated to perform the terms and conditions of this Plan. As used in this Plan, the term “successor” shall include any person, firm, corporation or other business entity or related group of such persons, firms, corporations or business entities which at any time, whether by merger, purchase, reorganization, liquidation or otherwise, or by means of a series of such transactions, acquires all or substantially all of the assets or business of SunTrust.

9.11

Governing Law. The Plan and all actions taken pursuant to the Plan shall be governed by the laws of the State of Georgia (excluding its conflict-of-interest laws) except to the extent such laws are superseded by federal law.

9.12

Regulatory Requirements. Regulatory agencies and federal laws and regulations may impose restrictions on SunTrust and its Affiliates with respect to the payment of compensation and benefits to certain employees who may be Participants in this Plan. These restrictions may be in the form of absolute prohibitions or penalties, which may include tax penalties on SunTrust and its Affiliates or on certain Participants. Notwithstanding any other provision of this Plan document, SunTrust may reduce, eliminate or delay the payment of a Participant’s benefits under this Plan or may take actions that subject such benefits to monetary or tax penalties, as determined by SunTrust in its sole discretion to be required under federal laws or regulations applicable to SunTrust and its Affiliates. In such event, neither SunTrust nor its Affiliates shall have any liability for such reduction, elimination, delay or penalty. Any delay in payment of a Participant’s benefits under this Plan will comply with Section 7.11.

1

Executed this        day of December, 2010.

Title:        Title:        D H:\015100\00020\STI DEFERRED COMPENSATION PLAN (2011 RESTATEMENT)V5 — FINAL.DOC

2

SUNTRUST BANKS, INC.

DEFERRED COMPENSATION PLAN

Amended and Restated Effective as of January 1, 2011

ADDENDUM A

AMOUNTS DEFERRED UNDER
401(K) EXCESS PLAN

The following provisions in this Addendum A summarize the distribution and certain other rules in effect during the stated periods under the SunTrust Banks, Inc. 401(k) Excess Plan, amended and restated effective as of January 1, 2009 (the “401(k) Excess Plan”). However, nothing in this Addendum A shall change or alter the terms of the 401(k) Excess Plan in effect as of any date. All capitalized terms in this Addendum A shall be defined in accordance with the terms of the 401(k) Excess Plan as in effect immediately prior to the plan merger with the SunTrust Banks, Inc. Deferred Compensation Plan (the “Prior Deferred Compensation Plan”) on December 31, 2009, and all Section references in this Addendum A shall refer to Sections in this Addendum A or the Section of the 401(k) Excess Plan in effect as of a certain date.

Distribution of amounts deferred (and earnings thereon) under the 401(k) Excess Plan that were earned and vested (within the meaning of Code section 409A) prior to 2005 and that are exempt from the requirements of Code section 409A (the “401(k) Excess Plan Grandfathered Amounts”) shall be made in accordance with the terms of the 401(k) Excess Plan as in effect on October 3, 2004, and as summarized in Part A1 of this Addendum A.

Distribution of amounts deferred (and earnings thereon) under the 401(k) Excess Plan that were earned for services performed during the period from January 1, 2005 to December 31, 2009 (“401(k) Excess Plan 2005-2009 Amounts”) shall be made in accordance with the terms of the 401(k) Excess Plan as in effect immediately prior to the plan merger with the Prior Deferred Compensation Plan on December 31, 2009, and as summarized in Part A2 of this Addendum A.

PART A1
401(K) EXCESS PLAN GRANDFATHERED AMOUNTS

Article 6
Distributions

If a Participant dies after having received one or more installments but before all installment payments have been made, the remaining annual installment payments shall be paid to his Beneficiary at the same time they would otherwise have been paid to the Participant. The Beneficiary may request an accelerated payment in the form of a lump-sum cash payment by making a written request to the Compensation Committee prior to the January 1 of the calendar year in which the benefit will be paid. The Compensation Committee has sole discretion and authority to approve or deny the Beneficiary’s request.

A1-6.4 Disability . A Participant shall be entitled to payment of his 401(k) Excess Plan benefit in the event of his Total Disability only if the conditions of Subsections A1-6.4.1 and A1-6.4.2 are met. In such situation, payment of the Participant’s benefit shall commence pursuant to Sections A1-6.1 or A1-6.2 as if the Participant separated from service on the date all such conditions are met. A Participant shall be considered to have a Total Disability only if:

A1-6.4.1 The Participant has incurred a “Total Disability” as such term is defined in the SunTrust Banks, Inc. Long-Term Disability Plan (or any successor plan), which entitle the Participant to disability payments under such Plan; and

A1-6.4.2 The Compensation Committee determines, in its sole discretion, based upon medical evidence furnished by the Participant, that the disability is anticipated to be a permanent disability.

A1-6.5 Extreme Financial Hardship . A Participant may request a distribution of all or part of his vested 401(k) Excess Plan benefit prior to the date specified in Sections A1-6.1 through A1-6.4 due to an extreme financial hardship, by submitting a written request to the Compensation Committee with evidence satisfactory to the Compensation Committee to demonstrate the circumstances constituting the extreme financial hardship. The Compensation Committee, in its sole discretion, shall determine whether an extreme financial hardship exists. An extreme financial hardship means an immediate, catastrophic financial need of the Participant occasioned by (i) a tragic event, such as the death, total disability, serious injury or illness of a Participant or the Participant’s spouse, child or dependent; or (ii) an extreme financial reversal or other impending catastrophic event which has resulted in, or will result in, harm to the Participant or the Participant’s spouse, child or dependent. A distribution for extreme financial hardship may not exceed the amount required to meet the hardship and may be made only if the Compensation Committee finds the extreme financial hardship may not be alleviated from other resources reasonably available to the Participant, including without limitation, liquidation of investment assets or luxury assets, or loans from financial institutions or other sources. The Compensation Committee shall have the authority to require the Participant to provide such evidence as the Committee deems necessary to determine whether distribution is warranted pursuant to this Section A1-6.5. The Compensation Committee shall use uniform and nondiscriminatory standards in reviewing any requests for distributions to meet an extreme financial hardship.

A1-6.5.1 Form and Commencement . A hardship distribution to a Participant pursuant to this Section A1-6.5 shall be made in a single lump-sum cash payment (less withholding for applicable federal and state taxes) as soon as practicable after the Compensation Committee approves the hardship request. Amounts distributed for hardship shall be deemed to reduce pro rata the deemed investment in each Investment Fund, including any Employer Stock, in the Participant’s Account.

A1-6.5.2 Accelerated Installment Payments . A Participant who has commenced receiving installment payments pursuant to Section A1-6.2 may request acceleration of such payments in the event of an extreme financial hardship. The Compensation Committee may permit accelerated payments to the extent such accelerated payment does not exceed the amount necessary to meet the extreme financial hardship.

A1-6.6 Payment to Guardian, Legal Representative or Other . If a benefit hereunder is payable to a minor or a person declared incompetent or to a person incapable of handling the disposition of his property, the Compensation Committee may direct payment of such Plan benefit to the guardian, legal representative or person having the care and custody of such minor, incompetent or person. The Compensation Committee may require proof of incompetency, minority, incapacity or guardianship as it may deem appropriate prior to distribution of the benefit. A payment pursuant to this Section A1-6.6 shall completely discharge the Compensation Committee and the Corporation from all liability with respect to such benefit.

Article 9
Miscellaneous

A1-9.8 Right to Amend or Terminate Plan . The Corporation expects to continue this 401(k) Excess Plan indefinitely, but reserves the right to amend or discontinue the 401(k) Excess Plan should it deem such an amendment or discontinuance necessary or desirable, subject to the restrictions on amendments after a Change in Control. The Corporation hereby authorizes and empowers the Compensation Committee to amend this 401(k) Excess Plan in any manner that is consistent with the purpose of this 401(k) Excess Plan as set forth above, without further approval from the Board except as to any matter that the Compensation Committee determines may result in a material increased cost to the Corporation. However, if the Corporation or Compensation Committee should amend or discontinue this 401(k) Excess Plan, the Corporation shall be liable for any contributions and earnings thereon that have accrued and are vested as of the date of such action.

PART A2
401(K) EXCESS PLAN 2005-2009 AMOUNTS

Article 5
Vesting

A Participant’s Award to which an in-service distribution election applies pursuant to this Section B1-6.3 shall be maintained as a sub-account of the Participant’s Account unless all of the Participant’s Awards deferred pursuant to this Plan are subject to an in-service distribution election with the same Designated Distribution Date. Awards deferred and not subject to an in-service distribution election are distributed pursuant to Section B1-6.1 or B1-6.2.

B1-6.3.1 Form and Commencement . An in-service distribution shall be paid in a single lump-sum cash payment during the first quarter of the calendar year in which the Designated Distribution Date occurs, based on the value of the Participant’s vested sub-account which is to be distributed in that year, as of the Valuation Date immediately preceding the date of such distribution. The amount of an in-service distribution shall be reduced by applicable withholding for federal and state taxes.

B1-6.3.2 Revoking In-Service Distribution Election . A Participant may revoke an election for an in-service distribution by filing a written revocation with the Committee at least one (1) year prior to the Designated Distribution Date. Upon such revocation, the provisions of Section B1-6.1 shall apply, unless the Participant makes a valid installment election payment pursuant to Section B1-6.2.

B1-6.3.3 Effect of Termination or Death . If a Participant should die or otherwise separate from service with SunTrust and its Affiliates before his Designated Distribution Date(s), any and all outstanding in-service distribution elections shall be automatically revoked, and any portion of his Account subject to an in-service distribution election pursuant to this Section B1-6.3 shall be paid in accordance with Section B1-6.1 or B1-6.2.

B1-6.4 Death . In the event of a Participant’s death, the Committee shall authorize payment to the Participant’s Beneficiary of any vested benefits due hereunder but not paid to the Participant prior to his death. Payment shall be made at the same time as if the Participant had retired on the date of his death and shall be made in accordance with Section B1-6.1, or if the Participant has a valid installment election in effect at his death, then in accordance with Section B1-6.2. The Beneficiary may request a change to the form of payment by making a written request to the Committee prior to the January 1 of the calendar year in which the benefit will be paid. The Committee has sole discretion and authority to approve or deny the Beneficiary’s request, taking into account such factors as the Committee may deem appropriate.

If a Participant dies after having received one or more installment payments but before all installment payments have been made, the remaining annual installment payments shall be paid to his Beneficiary at the same time they would otherwise have been paid to the Participant. The Beneficiary may request an accelerated payment in the form of a lump-sum cash payment by making a written request to the Committee prior to the January 1 of the calendar year in which the benefit will be paid. The Committee has sole discretion and authority to approve or deny the Beneficiary’s request.

B1-6.5 Disability . A Participant shall be entitled to payment of his Plan benefit in the event of his Total Disability only if the conditions of Sections B1-6.5.1 and B1-6.5.2 are met. In such situation, payment of the Participant’s benefit shall commence pursuant to Section B1-6.1 or B1-6.2 as if the Participant separated from service on the date all such conditions are met. A Participant shall be considered to have a Total Disability only if:

B1-6.5.1 The Participant has incurred a “Total Disability” as such term is defined in SunTrust Banks, Inc. Long-Term Disability Plan (or any successor plan), which entitles the Participant to disability payments under such plan; and

B1-6.5.2 The Committee determines, in its sole discretion, based upon medical evidence furnished by the Participant, that the disability is anticipated to be a permanent disability.

B1-6.6 Extreme Financial Hardship . A Participant may request a distribution of all or part of his vested Plan benefit prior to the date specified in Sections B1-6.1, B1-6.2, B1-6.3, and B1-6.5 due to an extreme financial hardship, by submitting a written request to the Committee with evidence satisfactory to the Committee to demonstrate the circumstances constituting the extreme financial hardship. The Committee, in its sole discretion, shall determine whether an extreme financial hardship exists. An extreme financial hardship means an immediate, catastrophic financial need of the Participant occasioned by (i) a tragic event, such as the death, total disability, serious injury or illness of a Participant or the Participant’s spouse, child or dependent; or (ii) an extreme financial reversal or other impending catastrophic event which has resulted in, or will result in, harm to the Participant or the Participant’s spouse, child or dependent. A distribution for extreme financial hardship may not exceed the amount required to meet the hardship and may be made only if the Committee finds the extreme financial hardship may not be alleviated from other resources reasonably available to the Participant, including without limitation, liquidation of investment assets or luxury assets, or loans from financial institutions or other sources. The Committee shall have the authority to require the Participant to provide such evidence as the Committee deems necessary to determine whether distribution is warranted pursuant to this Section B1-6.6. The Committee shall use uniform and nondiscriminatory standards in reviewing any requests for distributions to meet an extreme financial hardship.

B1-6.6.1 Form and Commencement . A hardship distribution to a Participant pursuant to this Section B1-6.6 shall be made in a single lump-sum cash payment (less withholding for applicable federal and state taxes) as soon as practicable after the Committee approves the hardship request. Amounts distributed for hardship shall be deemed to reduce pro rata the deemed investment in each Investment Fund in the Participant’s Account.

B1-6.6.2 Accelerated Installment Payments . A Participant who has commenced receiving installment payments pursuant to Section B1-6.2 may request acceleration of such payments in the event of an extreme financial hardship. The Committee may permit accelerated payments to the extent such accelerated payment does not exceed the amount necessary to meet the extreme financial hardship.

Article 8
Miscellaneous

B1-8.7 Right to Amend or Terminate Plan . The amendment or termination of the Plan with respect to the Grandfathered Amounts shall be made in accordance with the Plan terms as in effect on October 3, 2004 and as summarized in this Section B1-8.7. SunTrust expects to continue this Plan indefinitely, but reserves the right to amend or discontinue the Plan should it deem such an amendment or discontinuance necessary or desirable. SunTrust hereby authorizes and empowers the Committee to amend this Plan in any manner that is consistent with the purpose of this Plan as set forth above, without further approval from the Board except as to any matter that the Committee determines may result in a material increased cost to SunTrust. However, if SunTrust or Committee should amend or discontinue this Plan, SunTrust shall be liable for payment of any Awards deferred under this Plan and earnings thereon that have accrued and are vested as of the date of such action.

PART B2
PRIOR DEFERRED COMPENSATION PLAN 2005-2009 AMOUNTS

Article 6
Vesting

Article 9
Miscellaneous

B2-9.8 Right to Amend or Terminate Plan . SunTrust expects to continue this Plan indefinitely, but reserves the right to amend or discontinue the Plan should it deem such an amendment or discontinuance necessary or desirable. SunTrust hereby authorizes and empowers the Committee appointed to administer this Plan to amend this Plan in any manner that is consistent with the purpose of this Plan as set forth above, without further approval from the Board of Directors or the Compensation Committee of SunTrust except as to any matter that the Committee determines may result in a material increased cost to SunTrust or its Affiliates. However, if SunTrust or Committee should amend or discontinue this Plan, SunTrust shall be liable for payment of any amounts deferred under this Plan and earnings thereon that have accrued and are vested as of the date of such action.

B2-9.8.1 Distribution of Accounts . If SunTrust terminates the Plan, distribution of balances in Accounts shall be made to Participants and Beneficiaries in the manner and at the time as provided in Article 7, unless SunTrust determines in its sole discretion that all such amounts shall be distributed upon termination in accordance with the requirements under Code section 409A.

B2-9.8.2 409A Requirements. Notwithstanding the foregoing, no amendment of the Plan shall apply to amounts that were earned and vested (within the meaning of Code section 409A and regulations thereunder) under the Plan prior to 2005, unless the amendment specifically provides that it applies to such amounts. The purpose of this restriction is to prevent a Plan amendment from resulting in an inadvertent “material modification” to amounts that are “grandfathered” and exempt from the requirements of Code section 409A.

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3

SUNTRUST BANKS, INC.

ERISA EXCESS RETIREMENT PLAN

AMENDED AND RESTATED EFFECTIVE AS OF
January 1, 2010

SUNTRUST BANKS, INC.
ERISA EXCESS RETIREMENT PLAN
TABLE OF CONTENTS

(a) Excess Plan Participant Before 2008 Receiving

Traditional Benefit 4

(b) Excess Plan Participant Before 2008 Receiving

PPA Benefit 5

(c) Excess Plan Participant After 2007 Receiving

Traditional Benefit 5

(d) Excess Plan Participant After 2007 Receiving

PPA Benefit 5

(e) Tier 1 Participants Receiving Excess Plan

1

(1) Excess Plan Participant Before 2008

Receiving Traditional Benefit 12

(2) Excess Plan Participant Before 2008

Receiving PPA Benefit 12

(3) Excess Plan Participant After 2007

Receiving Traditional Benefit 13 (4) Excess Plan Participant After 2007

(4) Excess Plan Participant After 2007

(b) Initial Distribution Election for Newly

SUNTRUST BANKS, INC.
ERISA EXCESS RETIREMENT PLAN

AMENDED AND RESTATED
AS OF January 1, 2010

ARTICLE 1
Establishment and Purpose

SunTrust Banks, Inc. (the “Corporation”) hereby amends and restates the SunTrust Banks, Inc. ERISA Excess Retirement Plan (the “Plan”), effective as of January 1, 2010. This Plan was originally effective as of August 13, 1996. The purpose of this Plan is to restore to certain executives of the Corporation and its Affiliates those retirement benefits that cannot be paid from the SunTrust Banks, Inc. Retirement Plan (“Retirement Plan”) as a result of the limitations imposed by sections 401(a)(17) and 415 of the Internal Revenue Code of 1986, as amended (“Code”).

The Plan is amended and restated in this document, effective as of January 1, 2010. It is intended to comply with Code section 409A and official guidance issued thereunder (except with respect to amounts covered by Appendix B ). Notwithstanding anything herein to the contrary, this Plan shall be interpreted, operated and administered in a manner consistent with this intention.

ARTICLE 2
Definitions

All capitalized terms used in this Plan and not defined in this document (including an Appendix) shall have the same meaning as in the Corporation’s Retirement Plan, as 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:

2.1

Actuarial Equivalent or Actuarially Equivalent means a form of benefit payment having an equivalent value computed in accordance with the actuarial assumptions then in effect under the Retirement Plan for determining the value of such form of payment.

2.2

Affiliate means as of any date any organization which is a member of a controlled group of corporations (within the meaning of Code section 414(b) which includes the Corporation or a controlled group of trades or businesses (within the meaning of Code section 414(c)) which includes the Corporation.

2.3

Annual Compensation Limit means the maximum Compensation that may be used for a Plan Year under the Plan to compute a Participant’s Excess Benefit. For Plan Years prior to 2006, the Annual Compensation Limit shall be $300,000. Effective for Plan Years beginning on and after January 1, 2006, for any Participant who retires or terminates employment with the Corporation and its Affiliates after December 31, 2005, unless otherwise excepted by the Committee for a Tier 1 Participant, the Annual Compensation Limit shall be two (2) times the annual compensation limit for qualified plans under Code section 401(a)(17), as adjusted annually for increases in the cost-of-living.

2.4

Annuity Option means one of the Actuarially Equivalent annuity forms set forth in Section 4.8(b).

2.5

Beneficiary means one or more persons or entities entitled to receive any benefits payable under this Plan at the Participant’s death. A Participant may name one or more primary Beneficiaries and one or more secondary Beneficiaries. A Participant may revoke a Beneficiary designation by filing a new Beneficiary Designation Form or a written revocation with the Committee. If the Committee is not in receipt of a properly completed Beneficiary Designation Form at the Participant’s death, or if none of the Beneficiaries named by the Participant survives the Participant or is in existence at the date of the Participant’s death, then the Participant’s Beneficiary shall be the Participant’s estate.

2.6

Beneficiary Designation Form means the form that a Participant uses to name his Beneficiary or Beneficiaries for purposes of this Plan.

2.7

Cause means for purposes of this Plan and as determined by the Committee, in its sole discretion, one or more of the following actions that serves as the primary reason(s) for the termination of the Participant’s employment with the Corporation or an Affiliate:

(a) the Participant’s willful and continued failure to perform his job duties in a satisfactory manner after written notice from the Corporation to Participant and a thirty (30) day period in which to cure such failure;

(b) the Participant’s conviction of a felony or engagement in a dishonest act, misappropriation of funds, embezzlement, criminal conduct or common law fraud;

(c) the Participant’s material violation of the Code of Business Conduct and Ethics of the Corporation or the Code of Conduct of an Affiliate;

(d) the Participant’s engagement in an act that materially damages or materially prejudices the Corporation or an Affiliate or the Participant’s engagement in activities materially damaging to the property, business or reputation of the Corporation or an Affiliate; or

(e) the Participant’s failure and refusal to comply in any material respect with the current and any future amended policies, standards and regulations of the Corporation, any Affiliate and their regulatory agencies, if such failure continues after written notice from the Corporation to the Participant and a thirty (30) day period in which to cure such failure, or the determination by any such governing agency that the Participant may no longer serve as an officer of the Corporation or an Affiliate.

Notwithstanding anything herein to the contrary, if a Participant is subject to the terms of a change in control agreement with the Corporation (the “Change in Control Agreement”) at the time of his termination of employment with the Corporation or an Affiliate, solely for purposes of such Participant’s benefits under the Plan, “Cause” shall have the meaning provided in the Change in Control Agreement.

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2

SUNTRUST RESTORATION PLAN
(Effective January 1, 2011)

The SunTrust Restoration Plan is hereby adopted effective January 1, 2011 by SunTrust Banks, Inc. to provide supplemental retirement benefits to Eligible Employees pursuant to the terms and provisions set forth below.

The Plan is intended (1) to comply with Code section 409A and official guidance issued thereunder, and (2) to be “a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. Notwithstanding any other provision of this Plan, this Plan shall be interpreted, operated and administered in a manner consistent with these intentions.

ARTICLE I
DEFINITIONS

All capitalized terms used in this Plan and not defined in this document shall have the same meaning as in the Qualified Plan. Wherever used herein, the following terms shall have the meanings hereinafter set forth:

“ Account ” means the bookkeeping account established by the Company for each Participant in the Plan. A Participant’s Account shall be utilized solely as a device for the determination and measurement of the amount of the Restoration Benefit to be paid to the Participant pursuant to this Plan. A Participant’s Account shall not constitute or be treated as a trust fund of any kind.

“ Affiliate ” means any corporation or other entity that is treated as a single employer with the Company under section 414 of the Code.

“ Annual Compensation Limit ” means the limit equal to the product of two (2) times the limit under Code section 401(a)(17) in effect for the Plan Year.

“ Annuity Option ” means one of the Actuarial Equivalent annuity forms set forth in Section 4.6(b).

“ Benefit Commencement Date ” means the date a Participant (or his beneficiary in the case of death) is first scheduled to receive a payment of the Restoration Benefit accrued under the Plan.

“ CEO ” means the Chief Executive Officer of the Company.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Committee ” means the Compensation Committee of the Company’s Board of Directors or such other committee as may be appointed by the Board of Directors from time to time.

“ Company ” means SunTrust Banks, Inc. or any successor corporation or other entity.

“ Compensation ” means the amount an Eligible Employee’s compensation for a Plan Year determined as the difference between (1) the Eligible Employee’s PPA Compensation for the Plan Year but determined without regard to the limitation imposed under Code section 401(a)(17), minus (2) the Annual Compensation Limit for such Plan Year. Notwithstanding the foregoing, during a Newly Hired Eligible Employee’s first year of participation in the Plan, the amount of Compensation shall be determined under subsection (1) of the immediately preceding sentence without regard to the Annual Compensation Limit. The Plan will not prorate the Annual Compensation Limit for a Participant who participates in the Plan for less than a full Plan Year.

“ Crediting Period ” means the applicable semi-monthly period from the first day of a calendar month through the 15th of the month, or from the 16th of the month through the last day of the month.

“ Date of Hire ” means the date of an Employee’s first day of active employment with the Company or an Affiliate.

“ Disabled ” means a Participant is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Participant’s employer and, in addition, has begun to receive benefits under SunTrust’s Long-Term Disability Plan. The Participant will not be entitled to disability benefits under Section 3.4 if his impairment was caused by military service; an act of war, riot or civil insurrection; or employment with or service for any entity other than the Company or an Affiliate.

“ Eligible Employee ” means an Employee, generally, in Grade 57 or higher, who is recommended by the CEO, and who is approved by the Committee for participation in the Plan. The approval of the Committee regarding whether an Employee is an Eligible Employee shall be final and binding for all Plan purposes.

“ Employee ” means an individual who is a regular employee on the U.S. payroll of the Company or its Affiliates. The term “Employee” shall not include a person hired as an independent contractor, leased employee, consultant, or a person otherwise designated by the Company or an Affiliate as not eligible to participate in the Plan, even if such person is determined to be an “employee” of the Company or an Affiliate by any governmental or judicial authority.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

“ Initial Distribution Election ” means an initial distribution election regarding the form of payment of a Particiapnt’s Restoration Benefit pursuant to Section 4.5(a).

“ Interest Credits ” mean the credits made to Participants’ Accounts, as such term is defined in Section 3.3.

“ Key Employee ” means an Employee treated as a “specified employee” as of his Separation from Service under Code section 409A(a)(2)(B)(i) ( i.e. , a key employee (as defined in Code section 416(i) without regard to section (5) thereof)) if the common stock of the Company or an Affiliate is publicly traded on an established securities market or otherwise. Key Employees shall be determined in accordance with Code section 409A using a December 31 identification date. A listing of Key Employees as of an identification date shall be effective for the twelve (12) month period beginning on the April 1 following the identification date.

“ Newly Hired Eligible Employee ” means an individual who is hired by the Company or an Affiliate, who is not a current or former Employee and who meets the criteria for an Eligible Employee on his Date of Hire.

“ Participant ” means an Eligible Employee with an accrued benefit under the Plan.

“ Pay Credits ” mean the credits made to Participants’ Accounts, as such term is defined in Section 3.2.

“ Plan ” means the SunTrust Restoration Plan, as set forth herein and as amended from time to time.

“ Plan Administrator ” means the party responsible for administering the Plan, or its delegate, as provided in Section 5.1.

“ Plan Year ” means the calendar year.

“ Qualified Plan ” means the SunTrust Banks, Inc. Retirement Plan, as amended and restated from time to time, and any successor plan.

“ Restoration Benefit ” means the benefit defined in Article III.

“ Separation from Service ” or “ Separates from Service ” means a “separation from service” within the meaning of Code section 409A.

“ Subsequent Distribution Election ” means an election to change the time or form of payment of a Participant’s Restoration Benefit pursuant to Section 4.5(b).

“ Vested Date ” means the date a Participant becomes 100% vested in his Restoration Benefit, as such term is defined in Section 3.5.

“ Vesting Service ” means a Participant’s whole and partial “Years of Vesting Service,” as defined in the Qualified Plan. If a Participant became an Eligible Employee in connection with a corporate merger or acquisition, the Plan Administrator shall determine upon the date such Participant becomes an Eligible Employee to what extent, if any, such Participant’s service with the predecessor employer shall be included as Vesting Service under this Plan.

ARTICLE II
PARTICIPATION

Participation in the Plan shall be limited to Eligible Employees. The Plan Administrator, or its delegate, shall notify any Employee of his status as an Eligible Employee at such time and in such manner as the Plan Administrator shall determine.

ARTICLE III
RESTORATION BENEFIT

3.1 Amount of Restoration Benefit . An Eligible Employee shall become entitled to receive the benefits determined under this Article III on and after the first day of the month following the date he becomes an Eligible Employee (the “Restoration Benefit”). An Account shall be established for each Participant. The Account shall be credited with Pay Credits and Interest Credits pursuant to the provisions of this Article III. Notwithstanding the foregoing, a Newly Hired Eligible Employee shall not earn or accrue any benefits under this Article III until the first day of the month following or coincident with the 31st day after his Date of Hire.

3.2 Pay Credits . Pay Credits shall be determined and credited in accordance with this Section 3.2 to the Account of each Participant who is an Eligibile Employee during a Plan Year (“Pay Credits”). Pay Credits shall be determined for each Participant as the amount obtained by multiplying such Participant’s Compensation received during a Crediting Period by the percentage, based on the Participant’s Points, indicated in the table below. Pay Credits shall be credited to a Participant’s Account as of the last day of each Crediting Period during the Plan Year in which he receives Compensation. If a Participant terminates employment with the Company and all Affiliates and is subsequently rehired by the Company or an Affiliate, such Employee shall not accrue any additional Pay Credits following his or her reemployment unless the Committee again approves him as an Eligible Employee.

3.3 Interest Credits . As of the last day of each Crediting Period, each Account shall be credited with an Interest Credit (“Interest Credits”) equal to the product of the Account balance as of the end of the prior Crediting Period multiplied by the rate which, if compounded each Crediting Period for an entire calendar year, would yield an effective annual rate equal to the interest rate applicable to the Plan Year in which such Crediting Period begins. The applicable interest rate for a Plan Year shall be equal to the monthly average for 30-year Treasury bond rates for the month of December in the immediately preceding Plan Year, as published in the Federal Reserve Statistical Release. Notwithstanding the foregoing, the applicable interest rate for each Plan Year shall not be lower than 3%. Participants shall continue to receive Interest Credits to their Accounts through the end of the Crediting Period immediately preceding their Benefit Commencement Date.

3.4 Disability Benefit . A Participant who becomes Disabled while employed as an Eligible Employee shall continue to be eligible to receive Pay Credits, based on his Compensation, until the time he or she ceases to receive benefits under an Employer-sponsored long-term disability program, or, if earlier, as of the time he or she elects to receive distribution of his or her benefits under the Qualified Plan. Such Participant’s Points shall be updated annually in accordance with the Qualified Plan. For purposes of this Section 3.4, Compensation shall be determined by replacing PPA Compensation in the definition of Compensation (as set forth in Article I) with PPA Compensation determined in accordance with Section 1.38B(c) of the Qualified Plan.

3.5 Vesting . A Participant shall be 100% vested in his Restoration Benefit on the date he completes ten (10) years of Vesting Service and reaches age sixty (60) (the “Vested Date”), provided that such Participant remains employed by the Company or an Affiliate through such date.

3.6 Change in Position Prior to Distribution Event . Notwithstanding anything herein to the contrary, in the event a Participant changes from a position as an Eligible Employee to one that is not an Eligible Employee for any reason, such Participant shall not receive any additional Pay Credits following the date of such change; provided, however, such Participant shall continue to earn Interest Credits until the Benefit Commencement Date and shall continue to vest in the Restoration Benefit during his continued service as an Employee.

3.7 Separation Before Vested Date . Notwithstanding anything herein to the contrary, no benefit will be payable to or on behalf of a Participant who terminates employment with the Company and all Affiliates before his Vested Date.

ARTICLE IV
DISTRIBUTION OF BENEFITS

4.1 Distribution Upon Separation . Absent an effective election under Section 4.5, the Partcipant’s Restoration Benefit shall normally be distributed to him in a lump sum payment during the second month after the month in which the the Participant Separates from Service. Notwithstanding any elections by a Participant, if the amount of a Participant’s Restoration Benefit is less than the applicable dollar amount under section 402(g)(1)(B) of the Code at the time the Participant Separates from Service, the benefit shall be distributed in a lump sum payment during the second month after the month in which the the Participant Separates from Service.

4.2 Key Employee . In the event that a Participant is a Key Employee as of the date of his or her Separation from Service, any distributions to such Participant under Section 4.1 shall not commence earlier than six (6) months following the date of such Separation from Service (or, if earlier, the date of the Participant’s death). Amounts otherwise payable to the Participant during such period of delay shall be accumulated and paid in the seventh month following the Participant’s Separation from Service (or, if earlier, the first day of the month after the Participant’s death). Interest Credits shall continue to accrue on the Restoration Benefit during the period of delay following the Participant’s Separation from Service until the Benefit Commencement Date.

4.3 Distribution Upon Disability . Notwithstanding any provision in the Plan to the contrary, if a Participant becomes Disabled prior to his or her Separation from Service, the Restoration Benefit will be distributed in a lump sum payment in the month after the month in which the Participant attains age sixty-five (65).

4.4 Distributions Upon Death . Notwithstanding any provision in the Plan to the contrary, in the event of the death of the Participant before benefits have commenced, the Restoration Benefit will be distributed in a lump sum payment in the second month after the month of death to the Participant’s beneficiary. In the event of the death of the Participant after benefits have commenced in a form elected by the Participant under section 4.5, death benefits under the Plan will be payable to the Participant’s beneficiary in accordance with the form of distribution elected by the Participant. A Participant shall designate his beneficiary in a writing delivered to the Plan Administrator prior to death in accordance with procedures established by the Plan Administrator. If a Participant has not properly designated a beneficiary or if no designated beneficiary is living on the date of distribution, such amount shall be distributed to the Participant’s estate.

4.5 Changes in Time or Form of Distribution . In order to elect to change the time or form of distribution of the Restoration Benefit, a Participant shall file an Initial Distribution Election or Subsequent Distribution Election, written or electronic, in accordance with procedures established by the Plan Administrator. A distribution election under this Section 4.5 shall become irrevocable on the date the election is filed with the Plan Administrator.

(a)

Initial Distribution Election for Newly Hired Eligible Employee . If an individual becomes a Newly Hired Eligible Employee after the beginning of a Plan Year, the Plan Administrator has the sole discretion to determine whether such individual may file an Initial Distribution Election for the Restoration Benefit. Under certain limited circumstances, the Newly Hired Eligible Employee may elect the form of payment of the Restoration Benefit in accordance with the procedures established by the Plan Administrator, provided such election is delivered to the Plan Administrator no later than thirty (30) days after the Employee’s Date of Hire. In the event of an Initial Distribution Election under this Section 4.5(a), such election shall apply to the Restoration Benefit earned for services performed on and after the first day of the month following or coincident with the 31st day after his Date of Hire.

(b)

Subsequent Distribution Election . In addition to the requirements the Plan Administrator may establish, a Participant may make a Subsequent Distribution Election after the thirty (30) day period set forth in Section 4.5(a) above, if applicable. An election under this Section 4.5(b) shall become irrevocable on the date the election is filed with the Plan Administrator and any election to change the time or form of a distribution shall be effective only if the following conditions are satisfied:

(i)

The election may not take effect until at least twelve (12) months after the date on which the election is made;

(ii)

In the case of an election to change the time or form of a distribution under Sections 4.1 or 4.5, a distribution may not be made earlier than at least five (5) years from the date the distribution would have otherwise been made; and

(iii)

In the case of an election to change the time or form of a distribution related to a payment at a specified time or pursuant to a fixed schedule, the election must be made at least twelve (12) months before the date the distribution is scheduled to be paid.

Any election (including changes solely among the Annuity Options) with respect to the form of payment under the Plan after the Participant’s third Subsequent Distribution Election shall be null and void and have no force or effect. Notwithstanding anything herein to the contrary, a Subsequent Distribution Election solely to change the form of payment from one Annuity Option to another Annuity Option listed in Section 4.6(b) shall not be subject to the conditions set forth in Sections 4.5(b)(i)-(iii) above. In the event the Restoration Benefit is payable after the Participant made one or more Subsequent Distribution Elections under this Section 4.5(b), Interest Credits shall continue to accrue on the Restoration Benefit following the Participant’s Separation from Service until the Benefit Commencement Date.

4.6 Permitted Form of Payment Options . Subject to the requirements of Sections 4.2 and 4.5, the Participant may elect the manner in which his or her vested Restoration Benefit shall be paid from between the following options:

(a) Lump sum; or

(b)

One of the following Annuity Options, the payments under which shall be determined as of the Benefit Commencement Date and be an Actuarial Equivalent to the lump sum value of the Restoration Benefit at such date; provided, however, the options listed in (iii) – (vi) are only available on or after a Participant’s Earliest Retirement Date:

(i) single life annuity;

(v) 10-Year Certain and Life; or

(vi) 20-Year Certain and Life.

4.7 Effect of Early Taxation . If the Participant’s benefits under the Plan are includible in income pursuant to Code section 409A, such benefits shall be distributed immediately to the Participant.

4.8 Permitted Delays . Notwithstanding the foregoing, any payment to a Participant under the Plan shall be delayed upon the Plan Administrator’s reasonable anticipation of one or more of the following events:

(a)

The Company’s deduction with respect to such payment would be eliminated by application of Code section 162(m); or

(b)

The making of the payment would violate Federal securities laws or other applicable law;

provided, that any payment delayed pursuant to this Section 4.8 shall be paid in accordance with Code section 409A.

ARTICLE V
ADMINISTRATION

5.1 General Administration . The Company is the sponsor of the Plan, and the Committee is the Plan Administrator responsible for the operation and administration of the Plan.

5.2 Responsibility of Administrator . The Plan Administrator shall have sole discretionary authority for the operation, interpretation and administration of the Plan. All determinations and actions of the Plan Administrator within its discretionary authority shall be final, conclusive and binding on all persons, except that the Plan Administrator may revoke or modify a determination or action it determines was previously made in error. In addition to the implied powers and duties that may be needed to carry out the administration of the Plan, the Plan Administrator shall have the following specific powers and responsibilities:

(a)

To establish, interpret, amend, revoke and enforce rules and regulations as required or desirable for the efficient administration of the Plan.

(b)

To review and interpret Plan provisions and to remedy provisions that are ambiguous or inconsistent or contain omissions.

(c)

To determine all questions relating to an individual’s eligibility to participate in the Plan and the validity of an individual’s elections.

(d)

To revoke an individual’s status as an Eligible Employee at any time; provided however, in no event shall such revocation be applied retroactively to deprive an Employee of benefits accrued under this Plan before such revocation.

(e)

To determine a Participant’s or beneficiary’s eligibility for benefits from the Plan and to authorize payment of benefits.

(f)

To employ outside professionals and to enter into agreements on behalf of the Plan Administrator necessary or desirable for administration of the Plan.

(g)

To delegate any of the Plan Administrator’s rights, powers and duties to one or more Employees or officers of the Company or to a third-party administrator. Such delegation may include, without limitation, the power to execute any document on behalf of the Plan Administrator and to accept service of legal process for the Plan Administrator at the principal office of the Company.

5.3 Books, Records and Expenses . The Plan Administrator shall maintain books and records for purposes of this Plan, which shall be subject to the supervision and control of the Plan Administrator. SunTrust shall pay the general expenses of administering this Plan. The Plan Administrator shall be entitled to rely conclusively upon all tables, valuations, certificates, opinions and reports furnished by any actuary, accountant, controller, counsel or other person employed or engaged by the Company with respect to the Plan.

5.4 Compensation . Neither the Plan Administrator nor any delegate who is an employee of the Company or an Affiliate shall receive any additional compensation for his services as Plan Administrator or delegate.

5.5 Indemnification . The Company (to the full extent permissible under law and consistent with its charters and bylaws) shall indemnify and hold harmless the Plan Administrator, each individual member of the Plan Administrator and any Employee authorized to act on behalf of the Plan Administrator, the Company or an Affiliate under this Plan for any liability, loss, expense, assessment or other cost of any kind or description whatsoever, including legal fees and expenses, which they actually incur for their acts and omissions, past, current or future, in the administration of the Plan.

5.6 Claims . The Plan Administrator shall establish a reasonable claims procedure consistent with the requirements under the Department of Labor regulations under section 503 of ERISA.

ARTICLE VI
AMENDMENT AND TERMINATION

6.1 Right to Amend or Terminate Plan . The Company expects to continue this Plan indefinitely, but reserves the right to amend or discontinue the Plan should it deem such an amendment or discontinuance necessary or desirable. The Company hereby authorizes and empowers the Committee, as Plan Administrator, to amend this Plan in any manner that is consistent with the purpose of this Plan as set forth in this document, without further approval of the Company’s Board of Directors, and to delegate authority to amend this Plan to one or more appropriate members of the Committee or officers of the Company, except as to any matter that the Committee determines may result in a material increased cost to the Company or its Affiliates, in which case the consent of the Committee shall be required. No amendment or discontinuance of this Plan shall reduce the vested balances credited to any Participant’s Account as of the date such amendment is adopted or the date of such discontinuance.

6.2 Distribution of Accounts . If the Company terminates the Plan, distribution of balances in Accounts shall be made to Participants and beneficiaries in the manner and at the time as provided in Article IV, unless the Company determines in its sole discretion that all such amounts shall be distributed upon termination of the Plan in accordance with the requirements under Code section 409A. Upon termination of the Plan, no further benefits shall be credited under the Plan.

ARTICLE VII
GENERAL PROVISIONS

7.1 Construction . The headings and subheadings in this Plan have been set forth for convenience of reference only and have no substantive effect whatsoever. Whenever any words in this document are used in the masculine, they shall be construed as though they were used in the feminine in all cases where they would so apply; and whenever any words in this document are used in the singular or in the plural, they shall be construed as though they were used in the plural or in the singular, as the case may be, in all cases where they would so apply.

7.2 Severability . In the event any provision of the Plan shall be held invalid or illegal for any reason, any illegality or invalidity shall not affect the remaining parts of the Plan, but the Plan shall be construed and enforced as if the illegal or invalid provision had never been inserted.

7.3 No Alienation or Assignment . A Participant, a spouse or a beneficiary under this Plan shall have no right or power whatsoever to alienate, commute, anticipate or otherwise assign at law or equity all or any portion of any benefit otherwise payable under this Plan, and the Company shall have the right, in the event of any such action, to terminate permanently the payment of benefits to, or on behalf of, any Participant, spouse or beneficiary who attempts to do so.

7.4 Incapacity of Recipient . If any person entitled to a distribution under the Plan is deemed by the Plan Administrator to be incapable of personally receiving and giving a valid receipt for such payment, then, unless and until a claim for such payment shall have been made by a duly appointed guardian or other legal representative of such person, the Plan Administrator may provide for all or part of such payment to be made to any other person or institution then contributing toward or providing for the care and maintenance of such person. Any such payment shall be a payment for the account of such person and a complete discharge of any liability of the Company, its Affiliates and the Plan to the extent of such payment.

7.5 Unclaimed Benefits . Each Participant shall keep the Plan Administrator informed of his current address and the current address of his designated beneficiary. The Plan Administrator shall not be obligated to search for the whereabouts of any person if the location of a person is not made known to the Plan Administrator.

7.6 Not a Contract of Employment . Participation in this Plan does not grant to any individual the right to remain in the employ of the Company or any Affiliate for any specific term of employment or in any specific capacity or at any specific rate of compensation.

7.7 Unfunded Plan .

(a)

Contractual Liability of the Company. This Plan is an unfunded plan maintained primarily for a select group of management or highly compensated employees. The obligation of the Company to provide any benefits under the Plan is a mere contractual liability, and the Company is not required to establish or maintain any special or separate fund or segregate any assets for the payment of benefits under this Plan. Participants and their beneficiaries shall not have any interest in any particular assets of the Company by reason of its obligation under the Plan and they are at all times unsecured creditors of the Company with respect to any claim for benefits under the Plan. All amounts of compensation deferred under this Plan, all property and rights purchased with such amounts and any income attributable to such amounts, rights or property shall constitute general funds of the Company. Nothing contained in the Plan shall constitute a guarantee by the Company or any other person or entity that the assets of the Company will be sufficient to pay any benefits hereunder.

(b)

Rabbi Trust. The Company may, but is not required to, establish any special or separate fund or segregate any assets for the payment of benefits under this Plan. In the event the Company should establish a “rabbi” trust to assist in meeting the Company’s financial obligations under this Plan, the assets of such trust shall be subject to the claims of the general creditors of the Company in the event of the Company’s insolvency, as defined in such trust agreement, and Participants in this Plan and their beneficiaries shall have no preferred claim on, or any legal or equitable rights, claims or interest in any particular assets of such trust. To the extent payments of benefits under this Plan are actually made from any such trust or from any other source, the Company’s obligation to make such payments is satisfied, but to the extent not so paid, payment of benefits under this Plan remains the obligation of, and shall be paid by, the Company.

7.8 Taxes . The Company or other payor may withhold from a benefit payment under the Plan or from a Participant’s wages in order to meet any federal, state, or local tax withholding obligations with respect to Plan benefits. The Company or other payor may also accelerate and pay a portion of a Participant’s benefits in a lump sum equal to the Federal Insurance Contributions Act (“FICA”) tax imposed and the income tax withholding related to such FICA amounts. The Company or other payor shall report Plan payments and other Plan-related information to the appropriate governmental agencies as required under applicable laws.

7.9 Binding Effect . This Plan shall be binding upon and inure to the benefit of any successor of the Company and any successor shall be deemed substituted for the Company under this Plan and shall assume the rights, obligations and liabilities of the Company hereunder and be obligated to perform the terms and conditions of this Plan. As used in this Plan, the term “successor” shall include any person, firm, corporation or other business entity or related group of such persons, firms, corporations or business entities which at any time, whether by merger, purchase, reorganization, liquidation or otherwise, or by means of a series of such transactions, acquires all or substantially all of the assets or business of the Company.

7.10 Governing Law . The Plan and all actions taken pursuant to the Plan shall be governed by the laws of the State of Georgia (excluding its conflict-of-interest laws) except to the extent such laws are superseded by federal law.

7.11 Regulatory Requirements . Regulatory agencies and federal laws and regulations may impose restrictions on the Company and its Affiliates with respect to the payment of compensation and benefits to certain employees who may be Participants in this Plan. These restrictions may be in the form of absolute prohibitions or penalties, which may include tax penalties on the Company and its Affiliates or on certain Participants. Notwithstanding any other provision of this Plan document, the Company may reduce, eliminate or delay the payment of a Participant’s benefits under this Plan or may take actions that subject such benefits to monetary or tax penalties, as determined by the Company in its sole discretion to be required under federal laws or regulations applicable to the Company and its Affiliates. In such event, neither the Company nor its Affiliates shall have any liability for such reduction, elimination, delay or penalty. Any delay in payment of a Participant’s benefits under this Plan will comply with Section 4.8.

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Executed this        day of December, 2010.

H:\015100\00020\STI — SUNTRUST RESTORATION BENEFITS PLANV6.DOC

2

SUNTRUST BANKS, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Amended and Restated as of

January 1, 2010

SUNTRUST BANKS, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Amended and Restated as of
January 1, 2010

ARTICLE 1
ESTABLISHMENT AND PURPOSE

SunTrust Banks, Inc. hereby amends and restates the SunTrust Banks, Inc. Supplemental Executive Retirement Plan as last amended and restated effective as of January 1, 2009 in the form of this SunTrust Banks, Inc. Supplemental Executive Retirement Plan amended and restated as of January 1, 2010 (the “Plan”). Except as otherwise specifically provided in this document, the terms of this Plan shall apply only to a Participant who terminates employment with SunTrust and all Affiliates after 2004 and has not commenced receiving payment of the benefits under the Plan prior to January 1, 2009. During the period from January 1, 2005 through December 31, 2008, the Plan has operated in reasonable good faith compliance with Code section 409A and the transitional guidelines set forth in official IRS guidance. The Plan is maintained to provide a targeted level of post-retirement income for certain executives of SunTrust and its Affiliates and to supplement the benefits provided under the SunTrust Banks, Inc. Retirement Plan and the SunTrust Banks, Inc. ERISA Excess Retirement Plan.

This Plan is intended to better enable SunTrust to deliver more competitive levels of total retirement income to its senior executives; to aid in the recruitment and retention of critical executive talent; and to comply with Code section 409A and official guidance issued thereunder (except with respect to Grandfathered Amounts). Notwithstanding anything herein to the contrary, this Plan shall be interpreted, operated and administered in a manner consistent with these intentions.

1

ARTICLE 2
DEFINITIONS

All capitalized terms used in this Plan and not defined in this document (including an Exhibit) shall have the same meaning as in SunTrust’s Retirement Plan, as 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:

2.1

Affiliate means as of any date any organization which is a member of a controlled group of corporations (within the meaning of Code section 414(b)) which includes SunTrust or a controlled group of trades or businesses (within the meaning of Code section 414(c)) which includes SunTrust.

2.2

Beneficiary means one or more persons or entities entitled to receive any benefits payable under this Plan at the Participant’s death. A Participant may name one or more primary Beneficiaries and one or more secondary Beneficiaries. A Participant may revoke a Beneficiary designation by filing a new Beneficiary Designation Form or a written revocation with the Committee. If the Committee is not in receipt of a properly completed Beneficiary Designation Form at the Participant’s death, or if none of the Beneficiaries named by the Participant survives the Participant or is in existence at the date of the Participant’s death, then the Participant’s Beneficiary shall be the Participant’s estate.

2.3

Beneficiary Designation Form means the form that a Participant uses to name his Beneficiary or Beneficiaries for purposes of this Plan.

2.4

Board means the Board of Directors of SunTrust.

2.5

Cause means for purposes of this Plan and as determined by the Committee, in its sole discretion, one or more of the following actions that serves as the primary reason(s) for the termination of the Participant’s employment with SunTrust or an Affiliate:

(a)

the Participant’s willful and continued failure to perform his job duties in a satisfactory manner after written notice from SunTrust to Participant and a thirty (30) day period in which to cure such failure;

(b)

the Participant’s conviction of a felony or engagement in a dishonest act, misappropriation of funds, embezzlement, criminal conduct or common law fraud;

(c)

the Participant’s material violation of the Code of Business Conduct and Ethics of SunTrust or the Code of Conduct of an Affiliate;

(d)

the Participant’s engagement in an act that materially damages or materially prejudices SunTrust or an Affiliate or the Participant’s engagement in activities materially damaging to the property, business or reputation of SunTrust or an Affiliate; or

(e)

the Participant’s failure and refusal to comply in any material respect with the current and any future amended policies, standards and regulations of SunTrust, any Affiliate and their regulatory agencies, if such failure continues after written notice from SunTrust to the Participant and a thirty (30) day period in which to cure such failure, or the determination by any such governing agency that the Participant may no longer serve as an officer of SunTrust or an Affiliate.

Notwithstanding anything herein to the contrary, if a Participant is subject to the terms of a change in control agreement with SunTrust (the “Change in Control Agreement”) at the time of his termination of employment with SunTrust or an Affiliate, solely for purposes of such Participant’s benefits under the Plan, “Cause” shall have the meaning provided in the Change in Control Agreement.

2.6

Code means the Internal Revenue Code of 1986, as amended.

2.7

Committee means the Compensation Committee of the Board.

2.8

Disabled or Disability means a Participant is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Participant’s employer and, in addition, has begun to receive benefits under SunTrust’s Long-Term Disability Plan.

2.9

ERISA means the Employee Retirement Income Security Act of 1974, as amended.

2.10

ERISA Excess Plan means the SunTrust Banks, Inc. ERISA Excess Plan, as amended.

2.11

Grandfathered Amounts mean Plan benefits that were earned and vested as of December 31, 2004 within the meaning of Code section 409A and pursuant to the terms of the Plan in effect on October 3, 2004. Grandfathered Amounts are exempt from Code section 409A and subject to the distribution rules in effect under the Plan on October 3, 2004.

2.12

Key Employee means an employee treated as a “specified employee” as of his Separation from Service under Code section 409A(a)(2)(B)(i) (i.e., a key employee (as defined in Code section 416(i) without regard to section (5) thereof)) if the common stock of SunTrust or an Affiliate is publicly traded on an established securities market or otherwise. Key Employees shall be determined in accordance with Code section 409A using a December 31 identification date. A listing of Key Employees as of an identification date shall be effective for the twelve (12) month period beginning on the April 1 following the identification date.

2.13

MIP means the SunTrust Banks, Inc. Management Incentive Plan as in effect from time to time or any successor or replacement short-term bonus plan or any substitute plan designated by the Committee. If a Participant does not participate in the MIP because he is participating in a functional incentive plan or some other similar incentive plan, then MIP shall mean for such Participant the amount of the bonus under such other plan, which shall be used as the MIP portion of such Participant’s SERP Compensation, except that if the amount of the bonus under such other plan exceeds the target MIP amount for that year for a similarly structured position, then the target MIP amount will be used instead of the bonus from such other plan in determining such Participant’s SERP Compensation. If there is any material change in the terms, operation or administration of the MIP following a Change in Control as defined in Article 13, then MIP means any successor to such plan in which the Participant is eligible to participate and which provides an opportunity for a bonus for the Participant which is comparable to the opportunity which the Participant had under such plan before such Change in Control.

2.14

Other Retirement Arrangement means any plan, program, arrangement or agreement maintained by SunTrust or an Affiliate as described in Exhibit A to this Plan.

2.15

Other Retirement Arrangement Benefit means for each Participant who is eligible for a benefit under any Other Retirement Arrangement, the benefit payable to that Participant pursuant to that Other Retirement Arrangement.

2.16

Participant means each executive of SunTrust or an Affiliate described in Article 3. Effective as of January 1, 2001, a Participant shall be classified as a Tier 1 Participant or a Tier 2 Participant, as determined by the Committee, and his or her benefit under the Plan, if any, shall be determined in accordance with such classification. In the event an executive becomes a Participant in the Plan after December 31, 2004, such Participant shall be classified as a Tier 2 Participant unless otherwise specifically designated by the Committee.

2.17

Plan means this SunTrust Banks, Inc. Supplemental Executive Retirement Plan, as reflected in this document, including appendices and exhibits, as amended (or as amended and restated) from time to time.

2.18

PUP means the SunTrust Banks, Inc. Performance Unit Plan effective from time to time or any successor or replacement long-term bonus plan or any substitute plan designated by the Committee for performance cycles ending on or before December 31, 2007.

2.19

Retirement Date means for each Participant, the date he or she reaches age 65.

2.20

Retirement Plan means either the SunTrust Banks, Inc. Retirement Plan or the SunTrust Banks, Inc. Retirement Plan for Inactive Participants in which the Participant has an accrued benefit, as such plan is amended and restated from time to time, and any successor plan;

2.21

Separation from Service means a “separation from service” within the meaning of Code section 409A.

2.22

SERP Average Compensation means for each Participant who terminates employment with SunTrust and all Affiliates on or after January 1, 2001, the average of such Participant’s SERP Compensation for the three (3) full calendar years out of the five (5) full calendar years immediately preceding the date as of which his or her SERP Benefit is determined that will produce the largest amount. Effective November 12, 2002, SERP Average Compensation means for each Tier 1 Participant and each Tier 2 Participant who terminates employment with SunTrust and all Affiliates on or after November 12, 2002, the average of such Participant’s SERP Compensation for the three (3) full calendar years out of the ten (10) full calendar years immediately preceding the date as of which his or her SERP Benefit is determined that will produce the largest amount. If a Participant became an employee of SunTrust or an Affiliate in connection with a corporate merger or acquisition, the Committee shall determine on the date such Participant becomes eligible to participate in the Plan under Article 3 to what extent, if any, such Participant’s compensation with the predecessor employer shall be included as his SERP Compensation under this Plan.

2.23

SERP Benefit means the “SERP Benefit” under the Plan determined as follows:

(a)

General . SERP Benefit means for each Participant who is designated by the Committee as eligible for a SERP Benefit under this Plan, the annual benefit that would have been payable on or after the 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) as described in Section 2.23(a)(3).

For purposes of this Section 2.23(a)(1), the term “Reduction Factor” means 96.3%.

(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 twenty-five (25) years) x his or her SERP Average Compensation as of December 31, 2007 (the “Tier 2 Frozen Benefit”);

(ii)

= For a Participant with less than twenty-five (25) years of SERP Service as of December 31, 2007, 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 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, (A) no Participant shall receive credits under this Section 2.23(a)(2)(ii) that would have been credited to the Personal Pension Account as Pay Credits (as defined in the Retirement Plan) after completing twenty-five (25) years of SERP Service, and (B) 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 SunTrust Banks, Inc. Deferred Compensation Plan, as amended from time to time (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 Deferral” (as defined in the Deferred Compensation Plan) vesting in such year; provided, that such Mandatory Deferral amount shall not be included as PPA Compensation in any future year.

(iii)

= (A + B + C + D) as described in Section 2.23(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 twenty-five (25) years, including the SERP service at December 31, 2007);

(v)

= 1.75% x his or her SERP Average Compensation x his or her SERP Service (up to twenty-five (25) years, including the SERP Service at December 31, 2007)); and

(vi)

= (A + B + C + D) as described in Section 2.23(a)(3).

(3)

For purposes of the formulae in Sections 2.23(a)(1) and (2),

If any benefit payable under A through D 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.

(b)

Special Lump Sum Calculation . Notwithstanding the foregoing, this Section 2.23(b) shall apply for purpose of calculating the SERP Benefit payable to or on behalf of a Participant designated by the Committee and named in Exhibit B attached to this Plan if the SERP Benefit of such Participant is paid in a lump sum. The amount of the SERP Benefit payable to or on behalf of such Participant will equal the present value, determined as described below, of the greater of the SERP Benefit determined under Section 2.23(a)(1)(i) or (ii), less the sum of (A + B + C + D) where,

A = the present value, determined as described below, of such Participant’s annual Social Security benefit at age 65;

B = the lump sum benefit paid to such Participant under the Retirement Plan or, if the Participant’s benefit under the Retirement Plan is not paid in a lump sum, the amount that would have been payable to such Participant as a lump sum under the Retirement Plan;

C = such Participant’s benefit under the ERISA Excess Plan, or, if this benefit is not paid in a lump sum, the amount that would have been payable if the Participant’s benefit under the ERISA Excess Plan had been paid in a lump sum; and

D = the present value, determined as described below, of such Participant’s Other Retirement Arrangement Benefits, if any.

For purposes of this Section 2.23(b), “present value” is determined using the same interest rate and mortality assumptions used for calculating lump sum payments under the Retirement Plan as in effect on December 31, 1995, including the interest rate published by the Pension Benefit Guaranty Corporation (“PBGC”), and when the PBGC rate is no longer published, the interest rate will be (i) the rate that would be used to calculate a lump sum paid from the Retirement Plan less (ii) the average monthly difference between the PBGC rate and the Retirement Plan rate for the five (5) year period ending on the date the PBGC rate was last published.

2.24

SERP Compensation means the compensation used to determine the SERP Benefit, as follows:

(a)

Tier 1 Participant . For a Tier 1 Participant who terminates employment with SunTrust and all Affiliates on or after January 1, 2001, SERP Compensation means the Participant’s compensation paid for a full calendar year from SunTrust and each Affiliate which is attributable to the sum of the following amounts:

(1)

such Participant’s annual base salary actually paid for the year (disregarding any elective deferrals by such Participant pursuant to any cafeteria plan under Code section 125 or any qualified plan under Code section 401(k) or any nonqualified plan and any pre-tax reductions for parking). For the designated Tier 1 Participants listed in Exhibit C , their annual base salary for the 2010 calendar year shall include the specified dollar amount listed by each such Participant’s name (subject to restrictions in Exhibit C ), which represents the value of “salary shares” that the Committee has denominated as part of each such Participant’s 2010 base salary to be used in calculating benefits under certain benefit plans, including this Plan; and

(2)

the amount of the cash bonuses such Participant earns under the MIP and the PUP, if any, for the year, without regard to whether any such bonus may be subject to elective deferral or, if not deferred, may be paid in the year following the calendar year in which such bonus is earned. Notwithstanding the preceding provision, the amount of the PUP that may be included in SERP Compensation for any calendar year beginning on or after January 1, 2005, shall not exceed the corresponding payout level (at minimum, target or maximum) established for the Tier 1 Participant’s February 2004 PUP award. As allowed by Section 2.18, the Committee has designated a substitute plan to be treated as though it were the PUP award earned for the 2003-2005 cycle as described in the following sentence. The fair market value on the date of vesting of a Tier 1 Participant’s February 11, 2003 restricted stock grant shall be used in the same manner in calculating such Participant’s SERP Compensation as if it were the amount of the PUP cash award earned for the cycle including 2003-2005. In no event shall any amounts be treated as a PUP award or be included in SERP Compensation as a substitute for a PUP award in calendar years beginning after December 31, 2007.

(b)

Tier 2 Participant . For a Tier 2 Participant, SERP Compensation means such Participant’s compensation paid for a calendar year from SunTrust and each Affiliate which is attributable to the sum of the following amounts:

(1)

such Participant’s annual base salary actually paid for the year (disregarding any elective deferrals by such Participant pursuant to any cafeteria plan under Code section 125 or any qualified plan under Code section 401(k) or any nonqualified plan and any pre-tax reductions for parking). For the designated Tier 2 Participants listed in Exhibit C , their annual base salary for the 2010 calendar year shall include the specified dollar amount listed by each such Participant’s name (subject to restrictions in Exhibit C ), which represents the value of “salary shares” that the Committee has denominated as part of each such Participant’s 2010 base salary to be used in calculating benefits under certain benefit plans, including this Plan; and

(2)

the amount of the cash bonus such Participant earns under the MIP for the year, without regard to whether such bonus may be subject to elective or mandatory deferral or, if not deferred, may be paid in the year following the calendar year in which such bonus is earned.

2.25

SERP Service means, effective January 1, 2001, a Participant’s whole and partial “years of benefit service” as calculated under the Retirement Plan (including his “prior benefit service” under the Retirement Plan). If a Participant terminates employment with SunTrust and all Affiliates and is subsequently rehired by SunTrust or an Affiliate, he or she shall not accrue any additional SERP Service following his or her reemployment unless the Committee again designates him or her as a Tier 1 or a Tier 2 Participant. If a Participant became an employee of SunTrust or an Affiliate in connection with a corporate merger or acquisition, the Committee shall determine upon the date such Participant becomes eligible to participate in this Plan under Article 3 to what extent, if any, such Participant’s service with the predecessor employer shall be included as his SERP Service under this Plan.

2.26

SunTrust means SunTrust Banks, Inc. or any successor to SunTrust Banks, Inc.

2.27

Tier 1 Participant means an employee of SunTrust or an Affiliate who is designated by the Committee as a Tier 1 Participant and listed as a Tier 1 Participant on Exhibit D .

2.28

Tier 2 Participant means an employee of SunTrust or an Affiliate who is designated by the Committee as a Tier 2 Participant and listed as a Tier 2 Participant on Exhibit D and any Participant who joins the Plan after December 31, 2004, unless the Committee specifically designates otherwise.

2.29

Vested Date means:

(a)

the applicable date specified on Exhibit E for those individuals listed on Exhibit E for whom the Committee has designated a special vesting date; and

(b)

for a SERP Benefit not described in any other subsection of this Section 2.29, the date a Participant completes ten (10) whole years of SERP Service and reaches age 60.

ARTICLE 3
PARTICIPATION

Each executive of SunTrust or an Affiliate who is eligible for one or more benefits under this Plan will be a Participant in this Plan to the extent of the benefits for which he or she is eligible and will remain a Participant until all such benefits are paid to or on behalf of such Participant or forfeited in accordance with the terms of this Plan.

The Committee will designate those executives who are eligible for a SERP Benefit and will also designate each eligible executive as a Tier 1 Participant or a Tier 2 Participant. After December 31, 2010, SunTrust does not expect to add any new Participants to this Plan.

Subject to Article 13, the Committee in its absolute discretion may revoke or change any such designation at any time but no such revocation or change will be applied retroactively to deprive an individual of vested benefits accrued under this Plan to the date of such revocation or change. Eligibility for an Other Retirement Arrangement Benefit will depend upon the terms of the applicable Other Retirement Arrangement.

ARTICLE 4
SERP BENEFIT

4.1 Amount .

(a)

Normal or Delayed Retirement Benefit . If a Participant terminates employment with SunTrust and all Affiliates on or after such Participant’s Retirement Date, the entire vested benefit, if any, to which such Participant is entitled under this Plan shall be determined as soon as practicable following the date of such Participant’s termination of employment and shall be paid in accordance with Section 4.2.

(b)

Early Retirement Benefit .

(1)

General . If a Participant terminates employment with SunTrust and all Affiliates on or after such Participant’s Vested Date but before his or her Retirement Date, such Participant’s entire vested benefit, if any, under this Plan (except an Other Retirement Arrangement Benefit) will be determined (taking into account the applicable reductions under Section 4.1(b)(2) through Section 4.1(b)(4)) as of the date he or she terminates employment. Such benefit shall be paid in accordance with Section 4.2.

(2)

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 2.23(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.

(3)

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 2.23(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.

(4)

Designated Participant Reduction . This Subsection 4.1(b)(4) 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)(2), and who is listed as a “Designated Participant” on Exhibit F . 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 2.23(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.

(c)

Termination Before Vested Date . Except to the extent a survivor benefit is payable on behalf of a Participant under Section 4.3 or except as provided in Article 13, no benefit will be payable under this Plan to or on behalf of a Participant whose employment with SunTrust and all Affiliates terminates before the Vested Date for that particular benefit.

(d)

Special Disability Assumption for SERP Benefit . If a Participant becomes Disabled before his Separation from Service, then the amount of the SERP Benefit payable to such Participant will be calculated using the same service assumptions that are used to calculate the Participant’s benefit under the Retirement Plan and assuming that the annual base salary component of such Participant’s SERP Compensation continues in effect at the same rate as earned at the time such Disability begins, and further assuming that the MIP component of such Participant’s SERP Compensation for any year, and also for a Tier 1 Participant, the PUP component for years prior to 2008, during the Participant’s Disability, are equal to the target MIP and target PUP amounts, if any, for that year that would be payable to a SunTrust executive in a similar position as such Participant held at the time of his Disability, as determined by the Committee in its sole discretion. If such a Participant is eligible for benefits under this Section 4.1(d), payment of the Participant’s SERP Benefit shall be made in accordance with Section 4.2. Notwithstanding the foregoing, for a Participant listed in Exhibit C that becomes Disabled during 2010 and before his Separation from Service, the amount of the annual base salary component of the Participant’s SERP Compensation assumed to continue, as described above, shall include the value of the “salary shares” listed by the Participant’s name in Exhibit C ; provided, however, such value shall only be included in the Participant’s assumed SERP Compensation for the balance of the 2010 calendar year.

4.2 Time and Form of Benefit Payable to Participants . A Participant’s entire vested SERP Benefit under this Plan (other than Grandfathered Amounts) will be paid at the time and in the form determined in accordance with the applicable provisions of the SunTrust Banks, Inc. ERISA Excess Retirement Plan, including any required six-month delay in payment for Key Employees. Notwithstanding the foregoing, if a lump sum is payable to a Participant designated in Exhibit B , the amount of the lump sum will be calculated in accordance with the special lump sum calculation in Section 2.23(b). If the SERP Benefit is payable after the date of a Participant’s Separation from Service (including as a result of the six month delay in payment for a Key Employee), interest shall accrue from the date of determination of such amount in the same manner and at the same rate as would accrue on the Personal Pension Account under the Retirement Plan until payment commences.

4.3

Survivor Benefit .

(a)

General . If a Participant who is an active SunTrust employee and eligible for a SERP Benefit (determined without regard to whether he or she is vested) or if a Participant who has a vested SERP Benefit dies before he or she has received or begun to receive payment of his or her SERP Benefit, a survivor benefit automatically will be payable on such deceased Participant’s behalf under this Plan in the amount described in this Section 4.3.

(b)

Time and Form of Payment . The survivor benefit determined under this Section 4.3 based on the SERP Benefit other than Grandfathered Amounts shall be paid in accordance with Section 4.2.

(c)

Survivor Benefit for Spouse . If the Participant’s sole Beneficiary is the Participant’s surviving spouse, the survivor benefit payable to such spouse under this Plan will be calculated as follows:

(1)

Step One – For a Tier 1 Participant, determine the product of the formula in either Section 2.23(a)(1)(i) or Section 2.23(a)(1)(ii) that produces the greater amount. For a Tier 2 Participant, the amount which is greater between (y) the sum of Section 2.23(a)(2)(i) plus Section 2.23(a)(2)(ii), and (z) the Tier 2 Minimum Benefit (as defined in Section 2.23(a)(2)).

(2)

Step Two – Determine the time as of which the benefit under the Retirement Plan would have been paid to the Participant, which is the later of the date the Participant would have reached age 55 or the date of the Participant’s death (“Annuity Commencement Date”), and reduce the amount determined under Step One for early commencement, if applicable, as follows:

(i)

If the Participant is a Tier 1 Participant and if the Annuity Commencement Date is before the date such Participant would have reached age 65, the amount determined under Step One above will be multiplied by a fraction, the numerator of which is the Tier 1 Participant’s SERP Service as of the date of his or her death and the denominator of which is the SERP Service the Tier 1 Participant would have had if he or she had survived and continued in employment with SunTrust or an Affiliate until his or her Retirement Date, and

(ii)

If the Annuity Commencement Date is before the date the Tier 1 Participant would have reached age 60, or if the Participant is a Tier 2 Participant, then the amount determined in Step One, as reduced in Step Two (i) above, if applicable, will be reduced further by the same early retirement reduction factors that are used in the Retirement Plan to reduce the Future Service Benefit (i.e., 5/12% for each full month by which such Participant’s early retirement date precedes the first day of the month on or immediately following the date when he or she would have attained age 65, except that in the case of a Participant who 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).

(iii)

This subparagraph 4.3(c)(2)(iii) shall apply only to a Participant who is designated by the Committee as eligible for the following special reduction (a “Designated Participant”) and who is listed on Exhibit E as a Designated Participant for purposes of this subparagraph. If the Annuity Commencement Date is before the date such Designated Participant would have reached age 60, then the reduction in Step Two (ii) is not used and the amount determined in Step One as reduced in Step Two (i) above will be reduced further by a factor of 5/12% for each full calendar month by which such Designated Participant’s date of death precedes the date he or she would have attained age 60.

(3)

Step Three – Convert the amount determined under Step Two above as follows:

(i)

For a Tier 1 Participant, convert to a 100% joint and survivor annuity payable monthly as of the Annuity Commencement Date based on the ages the surviving spouse and such Participant would have attained as of the Annuity Commencement Date, and

(ii)

For a Tier 2 Participant who ceases to be an active SunTrust employee prior to October 1, 2010, convert to a 50% joint and survivor annuity payable monthly as of the Annuity Commencement Date based on the ages the surviving spouse and such Participant would have attained as of the Annuity Commencement Date; and for a Tier 2 Participant who is an active SunTrust employee on or after October 1, 2010, convert to a 100% joint and survivor annuity payable monthly as of the Annuity Commencement Date based on the ages the surviving spouse and such Participant would have attained as of the Annuity Commencement Date; provided, however, any increase in the survivor benefit attributable to the amendment of this section changing the benefit from a 50% to a 100% joint and survivor annuity is subject to Code section 409A and shall be paid in accordance with Section 4.2.

(4)

Step Four – Determine the time as of which the benefit will be paid under Section 4.3(e) and convert the survivor portion of the annuity determined under Step Three to a lump sum using the actuarial factors then in effect under the Retirement Plan to make such conversion or, if applicable, the factors under Section 2.23(b).

(5)

Step Five – Reduce the amount determined in Step Four above by the sum of (A + B + C + D), where —

A = the present value, determined as described below, of the Social Security survivor benefit that would have been payable to the spouse based on the Participant’s employment when the Participant would have reached age 65;

B = the lump sum survivor benefit payable to such spouse under the Retirement Plan or, if the survivor benefit under the Retirement Plan is not paid in a lump sum, the amount that would have been payable to such spouse as a lump sum under the Retirement Plan;

C = the lump sum survivor benefit payable to the surviving spouse under the ERISA Excess Plan or, if the survivor benefit under the Excess Plan is not paid in a lump sum, the amount that would have been payable to such spouse if the survivor benefit under the Excess Plan had been paid in a lump sum; and

D = the present value, determined as described below, of the survivor benefit payable under any Other Retirement Arrangement, if any, regardless of whether the Beneficiary is the surviving spouse or someone else.

“Present value” is determined using the actuarial factors then in effect under the Retirement Plan to calculate lump sums or, if applicable, the factors under Section 2.23(b).

(d)

Survivor Benefit for Non-Spouse Beneficiary . If the survivor benefit under this Plan is payable to a non-spouse Beneficiary, it will be calculated in the same manner as the survivor benefit under Section 4.3(c) by substituting the non-spouse Beneficiary for the spouse except that the conversion to a 100% joint and survivor annuity in the case of a deceased Tier 1 Participant or the conversion to a 50% or 100% joint and survivor annuity, as applicable, in the case of a deceased Tier 2 Participant, as described in Step Three and to an actuarially equivalent lump sum under Steps Four and Five of Section 4.3(c)(4) and (5) will be based on the assumption that the Beneficiary is the same age as the Participant. If the non-spouse Beneficiary is not a person but is an entity (such as a trust or an estate), the survivor benefit shall be calculated in the same manner as described in this Section 4.3(d) for a non-spouse Beneficiary who is a person.

(e)

Multiple Beneficiaries . If the survivor benefit is payable to two or more beneficiaries, the amount allocable to each Beneficiary shall be determined by allocating the amount resulting from applying Step One and Step Two of Section 4.3(c)(1) and (2) pro rata to each Beneficiary according to the Participant’s direction on the Beneficiary designation form. If the Participant’s spouse is one of the multiple beneficiaries, then the amount of such spouse’s survivor benefit shall be determined by applying Steps Three, Four and Five of Section 4.3(c)(3), (4) and (5) to such spouse’s allocable share. For a non-spouse Beneficiary, the same procedure shall be used as used for the Participant’s spouse who is one of multiple beneficiaries except that in applying Steps Three, Four and Five of Section 4.3(c)(3), (4) and (5), the non-spouse Beneficiary shall be assumed to be the same age as the Participant.

(f)

No Post-Retirement Survivor Benefits . No survivor benefit will be paid on behalf of a Participant who dies after he or she has received or has begun receiving benefits under this Plan except to the extent such survivor benefit is payable under the form of benefit being paid to the Participant at his or her death.

4.4

Transferred SERP Benefits. In the event a Participant changes from a position eligible to participate in the Plan to one that is not eligible for any reason, such Participant shall cease to participate and accrue benefits under the Plan as of such date. The Committee, or its delegate, shall determine, in its or his sole discretion, the portion of such Participant’s SERP Benefit subject to Code section 409A as of the date of such change and shall credit the present value of such benefit to an account in the SunTrust Banks, Inc. Deferred Compensation Plan (the “Deferred Compensation Plan”) as soon as practicable following such date. Such Participant will thus no longer be eligible to receive that portion of the SERP Benefit from this Plan; provided, however, other than as specifically set forth in the Deferred Compensation Plan, such amount and the earnings thereon shall remain subject to the terms and conditions of this Plan, including the time and form of payment established in compliance with Code section 409A.

ARTICLE 5
OTHER RETIREMENT ARRANGEMENT BENEFIT

If a Participant who is eligible for an Other Retirement Arrangement Benefit terminates employment with SunTrust and all Affiliates on or after the date the Participant is vested in such benefit, his or her eligibility for the Other Retirement Arrangement Benefit, if any, to which such Participant is entitled and the eligibility for any survivor benefits payable on such Participant’s behalf under such Other Retirement Arrangement shall be determined under the terms of such Other Retirement Arrangement; provided, however, to the extent any portion of such Other Retirement Arrangement Benefit or survivor benefits is subject to Code section 409A, the time and form of payment of such amounts shall be determined in accordance with Section 4.2.

ARTICLE 6
FORFEITURE

The Committee, in its sole discretion, may make any payments under this Plan subject to forfeiture on such terms and conditions as the Committee deems appropriate under the circumstances to protect the interests of SunTrust. Further, if the Participant is terminated from employment with SunTrust or one of its Affiliates for Cause, the Committee in its discretion may forfeit entirely any benefits payable under this Plan. Forfeiture under this Article 6 shall be in addition to any other remedies which may be available to SunTrust or an Affiliate at law or in equity.

ARTICLE 7
SOURCE OF BENEFIT PAYMENTS

All benefits payable under the terms of this Plan shall be paid by SunTrust from its general assets. No person shall have any right or interest or claim whatsoever to the payment of a benefit under this Plan from any person whomsoever other than SunTrust, and no Participant or Beneficiary shall have any right or interest whatsoever to the payment of a benefit under this Plan which is superior in any manner to the right of any other general and unsecured creditor of SunTrust.

ARTICLE 8
NOT A CONTRACT OF EMPLOYMENT

Participation in this Plan does not grant to any individual the right to remain an employee of SunTrust or any Affiliate for any specific term of employment or in any specific capacity or at any specific rate of compensation.

ARTICLE 9
NO ALIENATION OR ASSIGNMENT

A Participant, a spouse or a Beneficiary under this Plan shall have no right or power whatsoever to alienate, commute, anticipate or otherwise assign at law or equity all or any portion of any benefit otherwise payable under this Plan, and SunTrust shall have the right, in the event of any such action, to terminate permanently the payment of benefits to, or on behalf of, any Participant, spouse or Beneficiary who attempts to do so.

ARTICLE 10
ERISA

SunTrust intends that this Plan come within the various exceptions and exemptions to ERISA for a plan maintained for a “select group of management or highly compensated employees” as described in ERISA sections 201(2), 301(a) (3), and 401(a) (1), and any ambiguities in this Plan shall be construed to affect that intent.

ARTICLE 11
AMENDMENT AND TERMINATION

11.1

Amendment or Termination . SunTrust reserves the right to amend or terminate the Plan when, in the sole discretion of SunTrust, such amendment or termination is advisable, pursuant to a resolution or other action taken by the Committee. The Plan may also be amended pursuant to a written instrument executed by SunTrust’s senior most human resources officer to the extent such amendment is required under applicable law or is required to avoid having amounts deferred under the Plan included in the income of Participants or beneficiaries for federal income tax purposes prior to distribution.

Notwithstanding the foregoing, no amendment of the Plan shall apply to the Grandfathered Amounts, unless the amendment specifically provides that it applies to such amounts. The purpose of this restriction is to prevent a Plan amendment from resulting in an inadvertent “material modification” under Code section 409A to the Grandfathered Amounts.

11.2

Effect of Amendment or Termination . Except as provided in the next sentence, no amendment or termination of the Plan shall be applied retroactively to deprive a Participant of benefits accrued under this Plan to the date of such amendment or termination. Upon termination of the Plan, distribution of Plan benefits shall be made to Participants and beneficiaries in the manner and at the time described in Article 4, unless SunTrust determines in its sole discretion that all such amounts shall be distributed upon termination in accordance with the requirements under Code section 409A. Upon termination of the Plan, no further benefit accruals shall occur.

ARTICLE 12
ADMINISTRATION

12.1

General Administration . The Committee shall be responsible for the operation and administration of the Plan and for carrying out the provisions hereof. The Committee shall have the full authority and discretion to make, amend, interpret, and enforce all appropriate rules and regulations for the administration of this Plan and decide or resolve any and all questions, including interpretations of this Plan, as may arise in connection with this Plan. Any such action taken by the Committee shall be final and conclusive on any party. To the extent the Committee has been granted discretionary authority under the Plan, the Committee’s prior exercise of such authority shall not obligate it to exercise its authority in a like fashion thereafter. The Committee shall be entitled to rely conclusively upon all tables, valuations, certificates, opinions and reports furnished by any actuary, accountant, controller, counsel or other person employed or engaged by SunTrust with respect to the Plan. The Committee may, from time to time, employ agents and delegate to such agents, including employees of SunTrust, such administrative or other duties as it sees fit. The Committee also shall have the power to delegate the exercise of all or any part of such powers to such other person or persons as the Committee deems appropriate under the circumstances.

12.2

Claims for Benefits . The Committee shall adopt claims procedures in compliance with 29 C.F.R. § 2560.503-1, which shall be furnished automatically in a separate document to the Participant, without charge, following a Participant’s request to the Committee, or its delegate.

12.3

Indemnification . SunTrust and its Affiliates (to the extent permissible under law and consistent with their charters and bylaws) shall indemnify and hold harmless the Committee, each individual member of the Committee and any Employee authorized to act on behalf of the Committee, SunTrust or any Affiliate under this Plan for any liability, loss, expense, assessment or other cost of any kind or description whatsoever, including legal fees and expenses, which they actually incur for their acts and omissions, past, current or future, in the administration of the Plan.

ARTICLE 13
CHANGE IN CONTROL

13.1

Purpose . The purpose of this Article 13 is to provide for an increase in the SERP Benefit payable under this Plan to a Participant who is adversely affected by a Change in Control (as defined below) and thus to encourage each Participant to continue to work for SunTrust in the face of a possible Change in Control and to continue while doing so to act in the best interests of SunTrust and its shareholders.

13.2

Definitions . For purposes of this Article 13, the following terms shall have the meaning set forth opposite such terms for purposes of this Article 13:

(a)

Cause - means (subject to Section 13.2(a)(5)) with respect to an individual Participant:

(1)

The willful and continued failure by the Participant to perform satisfactorily the duties of the Participant’s job;

(2)

The Participant is convicted of a felony or has engaged in a dishonest act, misappropriation of funds, embezzlement, criminal conduct or common law fraud;

(3)

The Participant has engaged in a material violation of the Code of Business Conduct and Ethics of SunTrust or the Code of Conduct of an Affiliate; or

(4)

The Participant has engaged in any willful act that materially damages or materially prejudices SunTrust or a SunTrust Affiliate or has engaged in conduct or activities materially damaging to the property, business or reputation of SunTrust or an Affiliate; provided, however,

(5)

No such act, omission or event shall be treated as “Cause” under this Section 13.2(a) unless (1) the Participant has been provided a detailed, written statement of the basis for SunTrust’s belief that such act, omission or event constitutes “Cause” and an opportunity to meet with the Committee (together with the Participant’s counsel if the Participant chooses to have the Participant’s counsel present at such meeting) after the Participant has had a reasonable period in which to review such statement and, if the allegation is under Section 13.2(a)(1), has had at least a thirty (30) day period to take corrective action and (2) the Committee after such meeting (if the Participant meets with the Committee) and after the end of such thirty (30) day correction period (if applicable) determines reasonably and in good faith and by the affirmative vote of at least two-thirds of the members of the Committee then in office at a meeting called and held for such purpose that “Cause” does exist under this Section 13.2(a).

(b)

Change in Control - means a change in control of SunTrust of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act as in effect at the time of such “change in control”, provided that such a change in control shall be deemed to have occurred at such time as (i) any “person” (as that term is used in Sections 13(d) and 14(d)(2) of the Exchange Act), is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly, of securities representing 20% or more of the combined voting power for election of directors of the then outstanding securities of SunTrust or any successor of SunTrust; (ii) during any period of two (2) consecutive years or less, individuals who at the beginning of such period constitute the Board of SunTrust cease, for any reason, to constitute at least a majority of such Board, unless the election or nomination for election of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period; (iii) there is a consummation of any reorganization, merger, consolidation or share exchange as a result of which the common stock of SunTrust shall be changed, converted or exchanged into or for securities of another corporation (other than a merger with a wholly-owned subsidiary of SunTrust) or any dissolution or liquidation of SunTrust or any sale or the disposition of 50% or more of the assets or business of SunTrust; or (iv) there is a consummation of any reorganization, merger, consolidation or share exchange unless (A) the persons who were the beneficial owners of the outstanding shares of the common stock of SunTrust immediately before the consummation of such transaction beneficially own more than 65% of the outstanding             shares of the common stock of the successor or survivor corporation in such transaction immediately following the consummation of such transaction and (B) the number of shares of the common stock of such successor or survivor Company beneficially owned by the persons described in Section 13.2(b)(iv)(A) immediately following the consummation of such transaction is beneficially owned by each such person in substantially the same proportion that each such person had beneficially owned shares of SunTrust’s common stock immediately before the consummation of such transaction, provided (C) the percentage described in Section 13.2(b)(iv)(A) of the beneficially owned shares of the successor or survivor corporation and the number described in Section 13.2(b)(iv)(B) of the beneficially owned shares of the successor or survivor corporation shall be determined exclusively by reference to the shares of the successor or survivor corporation which result from the beneficial ownership of shares of common stock of SunTrust by the persons described in Section 13.2(b)(iv)(A) immediately before the consummation of such transaction.

(c)

Exchange Act - means the Securities Exchange Act of 1934, as amended.

(d)

Good Reason - means (subject to Section 13.2(d)(5)) with respect to an individual Participant:

(1)

SunTrust or any Affiliate after a Change in Control but before the end of the Participant’s Protection Period reduces the Participant’s base salary or opportunity to receive comparable incentive compensation or bonuses without the Participant’s express written consent;

(2)

SunTrust or any Affiliate after a Change in Control but before the end of the Participant’s Protection Period reduces the scope of the Participant’s principal or primary duties, responsibilities or authority without the Participant’s express written consent;

(3)

SunTrust or any Affiliate at any time after a Change in Control but before the end of the Participant’s Protection Period (without the Participant’s express written consent) transfers the Participant’s primary work site from the Participant’s primary work site on the date of such Change in Control or, if the Participant subsequently consents in writing to such a transfer from the primary work site which was the subject of such consent, to a new primary work site which is outside the “standard metropolitan statistical area” which then includes the Participant’s then current primary work site unless such new primary work site is closer to the Participant’s primary residence than the Participant’s then current primary work site; or

(4)

SunTrust or any Affiliate after a Change in Control but before the end of the Participant’s Protection Period fails (without the Participant’s express written consent) to continue to provide to the Participant health and welfare benefits, deferred compensation and retirement benefits, stock option and restricted stock grants that are in the aggregate comparable to those provided to the Participant immediately prior to the Change in Control; provided, however,

(5)

No such act or omission shall be treated as “Good Reason” under this Article 13(d) unless —

(i)

(A) The Participant delivers to the Committee a detailed, written statement of the basis for the Participant’s belief that such act or omission constitutes Good Reason, (B) the Participant delivers such statement before the later of (x) the end of the ninety (90) day period which starts on the date there is an act or omission which forms the basis for the Participant’s belief that Good Reason exists or (y) the end of the period mutually agreed upon for purposes of this Section 13.2(d)(5)(i)(B) in writing by the Participant and the Chairman of the Committee, (C) the Participant gives the Committee a thirty (30) day period after the delivery of such statement to cure the basis for such belief and (D) the Participant actually submits the Participant’s written resignation to the Committee during the sixty (60) day period which begins immediately after the end of such thirty (30) day period if the Participant reasonably and in good faith determines that Good Reason continues to exist after the end of such thirty (30) day period, or

(ii)

SunTrust states in writing to the Participant that the Participant has the right to treat such act or omission as Good Reason under this Section 13(d) and the Participant resigns during the sixty (60) day period which starts on the date such statement is actually delivered to the Participant;

(6)

If (i) the Participant gives the Committee the statement described in Section 13.2(d)(5)(i)(A) before the end of the thirty (30) day period which immediately follows the end of the Protection Period and the Participant thereafter resigns within the period described in Section 13.2(d)(5)(i)(D), or (ii) SunTrust provides the statement to the Participant described in Section 13.2(d)(5)(ii) before the end of the thirty (30) day period which immediately follows the end of the Protection Period and the Participant thereafter resigns within the period described in Section 13.2(d)(5)(ii), then (iii) such resignation shall be treated under this Section 13.2(d) as if made in the Participant’s Protection Period; and

(7)

If the Participant consents in writing to any reduction described in Section 13.2(d)(1) or Section 13.2(d)(2), to any transfer described in Section 13.2(d)(3) or to any failure described in Section 13.2(d)(4) in lieu of exercising the Participant’s right to resign for Good Reason and delivers such consent to SunTrust, the date such consent is delivered to SunTrust thereafter shall be treated under this definition as the date of a Change in Control for purposes of determining whether the Participant subsequently has Good Reason under this Article 13 to resign for Good Reason as a result of any subsequent reduction described in Section 13.2(d)(1) or Section 13.2(d)(2), any subsequent transfer described in Section 13.2(d)(3) or any subsequent failure described in Section 13.2(d)(4).

(e)

Protection Period - means (subject to Section 13.2(d)(6):

(1)

for a Tier 1 Participant, the three (3) year period which begins on a Change in Control, and

(2)

for a Tier 2 Participant, the two (2) year period which begins on a Change in Control.

13.3

Application. This Article 13 shall apply to a Participant if there is a Change in Control of SunTrust and

(a)

SunTrust or an Affiliate terminates the Participant’s employment without Cause during such Participant’s Protection Period, or

(b)

the Participant resigns for Good Reason during such Participant’s Protection Period.

13.4

Benefit Calculation for a Tier 1 Participant . If this Article 13 applies to a Tier 1 Participant pursuant to Section 13.3, such Participant’s SERP Benefit shall be calculated in accordance with the following special rules:

(a)

such Participant’s SERP Average Compensation shall be equal to the highest amount of his or her SERP Compensation received for any full calendar year during the ten (10) consecutive calendar years which end on or immediately before the termination of such Participant’s employment which is described in Section 13.3.

(b)

such Participant’s SERP Service automatically shall be increased by the greater of (1) or (2) below:

(1)

any additional SERP Service granted to such Participant in accordance with any individual agreement between such Participant and SunTrust or a SunTrust Affiliate; or

(2)

the lesser of (i) thirty-six (36) full months or (ii) the number of months between such Participant’s Retirement Date and the date of the termination of his or her employment which is described in Section 13.3.

(c)

if such Participant is not already vested in his or her SERP Benefit, such Participant’s Vested Date shall mean the first date this Article 13 applies to him or her.

(d)

such Participant’s age shall be such Participant’s actual age plus any additional years added to his or her age as provided in accordance with any individual agreement between such Participant and SunTrust or a SunTrust Affiliate.

(e)

such Participant’s entire SERP Benefit under this Plan (as calculated after taking into account the special rules set forth in Section 13.4(a) through Section 13.4(d)) shall be paid to him or her in accordance with Article 4, and the actuarial equivalent factors used to compute such SERP Benefit shall be the actuarial equivalent factors in effect under the Retirement Plan on the date of the Change in Control or, if more favorable to the Participant, the factors in effect under the Retirement Plan (or any successor to such plan) as in effect as of the date of the termination of his or her employment described in Section 13.3; provided, however, that the amount of the SERP Benefit payable to a Participant designated as eligible for the special lump sum calculation in Section 2.23(b) shall be calculated (after taking into account the special rules set forth in Section 13.4(a) through Section 13.4(d)) in accordance with Section 2.23(b) and; further provided, that if such termination of employment occurs before the date the Participant reaches age 60, the amount of the SERP Benefit called for under this Section 13.4(e) shall be reduced by .25% of such benefit for each full calendar month that the actual payment of such benefit precedes the month in which the Participant will reach age 60 (and in such case, no other pre-age 60 reductions shall apply) and; further provided, that if any portion of the SERP Benefit is payable in a lump sum after the date of a Participant’s Separation from Service (including as a result of the six month delay in payment for a Key Employee), interest shall accrue from the date of determination of such amount in the same manner and at the same rate as would accrue on the Personal Pension Account under the Retirement Plan until the amount is paid under Article 4.

13.5

Benefit Calculation for a Tier 2 Participant . If this Article 13 applies to a Tier 2 Participant pursuant to Section 13.3, such Participant’s SERP Benefit shall be calculated in accordance with the following special rules:

(a)

such Participant’s SERP Average Compensation shall be equal to the highest amount of his or her SERP Compensation received for any full calendar year during the ten (10) consecutive calendar years which end on or immediately before the termination of such Participant’s employment which is described in Section 13.3.

(b)

such Participant’s SERP Service automatically shall be increased by any additional SERP Service granted to such Participant in accordance with any individual agreement between such Participant and SunTrust or a SunTrust Affiliate, including any interest that would have accrued during such additional SERP Service period in the same manner and at the same rate as would accrue on the Personal Pension Account under the Retirement Plan; provided, however, such additional SERP Service shall not impact the amount of the Tier 2 Frozen Benefit under Section 2.23.

(c)

such Participant’s Vested Date shall mean the first date this Article 13 applies to him or her pursuant to Section 13.3.

(d)

such Participant’s age shall be such Participant’s actual age plus any additional years added to his or her age as provided in accordance with any individual agreement between such Participant and SunTrust or a SunTrust Affiliate.

(e)

such Participant’s entire SERP Benefit under this Plan (as calculated after taking into account the special rules set forth in Section 13.5(a) through Section 13.5(d)) shall be paid to him or her in accordance with Article 4, and the actuarial equivalent factors used to compute such SERP Benefit shall be the actuarial equivalent factors in effect under the Retirement Plan on the date of the Change in Control or, if more favorable to the Participant, the factors in effect under the Retirement Plan (or any successor to such plan) as in effect as of the date of the termination of his or her employment described in Section 13.3; provided, however, that if such termination of employment occurs before such Participant has attained (or is deemed to have attained) age 60, the amount of the SERP Benefit called for by this Section 13.5(e) shall be reduced by .25% of such benefit for each full calendar month that the actual payment of such benefit precedes the month in which the Participant will attain age 60 (and in such case, no other pre-age 60 reductions shall apply) and, further provided, that if any portion of the SERP Benefit is payable in a lump sum after the date of a Participant’s Separation from Service (including as a result of the six month delay in payment for a Key Employee), interest shall accrue from the date of determination of such amount in the same manner and at the same rate as would accrue on the Personal Pension Account under the Retirement Plan until such amount is paid under Article 4.

13.6

No Amendment . If there is a Change in Control, no amendment shall be made to this Plan thereafter which would adversely affect in any manner whatsoever the benefit payable under this Article 13 to any Participant absent the express written consent of all Participants who might be adversely affected by such amendment if this Article 13 were, or could become, applicable to such Participants, and SunTrust intends that each Participant rely on the protections which SunTrust intends to provide through this Section 13.6.

13.7

Denial of Claim for Benefits . If this Article 13 applies to a Participant and such Participant’s claim for a benefit under this Plan is denied in whole or in part under the appeal procedures established by the Committee for denied claims, any further challenge of such denial shall be determined by binding arbitration in accordance with Title 9 of the United States Code and the applicable set of arbitration rules of the American Arbitration Association. Judgment upon any award made in such arbitration may be entered and enforced in any court of competent jurisdiction. All statutes of limitation which would otherwise be applicable in a judicial action brought by a party shall apply to any arbitration or reference proceeding hereunder. Neither SunTrust, an Affiliate, the Committee nor a Participant shall appeal such award to or seek review, modification, or vacation of such award in any court or regulatory agency. Unless otherwise agreed, venue for arbitration shall be in Atlanta, Georgia.

13.8

Reimbursements . All of a Participant’s taxable reasonable costs and expenses incurred in connection with such arbitration shall be paid in full by SunTrust promptly on written demand from the Participant, including the arbitrators’ fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone, court costs, witness fees and attorneys’ fees; provided, however, SunTrust shall pay no more than $30,000 per year in attorneys’ fees unless a higher figure is awarded in the arbitration, in which event SunTrust shall pay the figure awarded in the arbitration.

Reimbursement of reasonable costs and expenses under this Section 13.8 shall be administered consistent with the following additional requirements as set forth in Treas. Reg. § 1.409A-3(i)(1)(iv): (1) a Participant’s eligibility for benefits in one year will not affect a Participant’s eligibility for benefits in any other year; (2) any reimbursement of eligible expenses will be made on or before the last day of the year following the year in which the expense was incurred; and (3) a Participant’s right to benefits is not subject to liquidation or exchange for another benefit. In the event the Participant is a Key Employee, reimbursement for benefits under this Section 13.8 shall commence in the seventh month following the date of the Participant’s Separation from Service. No reimbursement shall be made under this Section 13.8 for the same expenses that are reimbursed to a Participant under any other agreement between the Participant and SunTrust or an Affiliate.

13.9

Gross Up Payment . Furthermore, if either the Committee or the arbitrators determine that the Participant incurred such fees and expenses in good faith and that the Participant’s challenge was based on material and bona fide issue of fact or law, without regard to whether the challenge ultimately is resolved in favor of the Participant, then if any such reimbursement is treated as taxable income to the Participant, SunTrust shall make a gross up payment to the Participant in an amount which shall indemnify and hold the Participant harmless from any tax liability of any kind or description whatsoever attributable to such reimbursement, including any interest and penalties (the “Gross Up Payment”). Any Gross Up Payment made to or on behalf of the Participant under this Section 13.9 shall be made in compliance with Code section 409A and by the end of the year following the year that the related taxes are remitted to the applicable taxing authority. In the event the Participant is a Key Employee, payment of any Gross Up Payment under this Section 13.9 shall commence in the seventh month following the date of the Participant’s Separation from Service.

13.10

Application to Beneficiaries . If this Article 13 applies to a Participant pursuant to Section 13.3 and such Participant dies before receiving or beginning to receive such Participant’s SERP Benefit, the survivor benefit for such deceased Participant’s Beneficiary or beneficiaries shall be calculated taking into account the special rules in Section 13.4 if such Participant was a Tier 1 Participant or in Section 13.5 if such Participant was a Tier 2 Participant. In addition, the provisions of Section 13.6 and Section 13.7 shall apply to such Beneficiary or Beneficiaries.

ARTICLE 14
MISCELLANEOUS

14.1

Applicable Law . This Plan will be construed in accordance with the laws of the State of Georgia (without regard to its choice-of-law rules) except to the extent superseded by federal law.

14.2

Incapacity of Recipient . If any person entitled to a distribution under the Plan is deemed by the Committee to be incapable of personally receiving and giving a valid receipt for such payment, then, unless and until a claim for such payment shall have been made by a duly appointed guardian or other legal representative of such person, the Committee may provide for such payment or any part thereof to be made to any other person or institution then contributing toward or providing for the care and maintenance of such person. Any such payment shall be a payment for the account of such person and a complete discharge of any liability of SunTrust and the Plan with respect to the payment.

14.3

Taxes . SunTrust or other payor may withhold from a benefit payment under the Plan or a Participant’s wages in order to meet any federal, state, or local tax withholding obligations with respect to Plan benefits. SunTrust or other payor may also accelerate and pay a portion of a Participant’s benefits in a lump sum equal to the Federal Insurance Contributions Act (“FICA”) tax imposed and the income tax withholding related to such FICA amounts. SunTrust or other payor shall report Plan payments and other Plan-related information to the appropriate governmental agencies as required under applicable laws.

14.4

Binding Effect . This Plan shall be binding upon and inure to the benefit of any successor of SunTrust and any successor shall be deemed substituted for SunTrust under this Plan and shall assume the rights, obligations and liabilities of SunTrust hereunder and be obligated to perform the terms and conditions of this Plan. As used in this Plan, the term “successor” shall include any person, firm, corporation or other business entity or related group of such persons, firms, corporations or business entities which at any time, whether by merger, purchase, reorganization, liquidation or otherwise, or by means of a series of such transactions, acquires all or substantially all of the assets or business of SunTrust.

14.5

Unclaimed Benefits . Each Participant shall keep the Committee informed of his or her current address and the current address of his or her designated Beneficiary. The Committee shall not be obligated to search for the whereabouts of any person if the location of a person is not made known to the Committee.

14.6

Severability . In the event any provision of the Plan shall be held invalid or illegal for any reason, any illegality or invalidity shall not affect the remaining parts of the Plan, but the Plan shall be construed and enforced as if the illegal or invalid provision had never been inserted.

14.7

Construction . The headings and subheadings in this Plan have been set forth for convenience of reference only and have no substantive effect whatsoever. Whenever any words are used herein in the masculine, they shall be construed as though they were used in the feminine in all cases where they would so apply; and whenever any words are used herein in the singular or in the plural, they shall be construed as though they were used in the plural or in the singular, as the case may be, in all cases where they would so apply.

14.8

Regulatory Requirements. Regulatory agencies and federal laws and regulations may impose restrictions on SunTrust and its Affiliates with respect to the payment of compensation and benefits to certain employees who may be Participants in this Plan. These restrictions may be in the form of absolute prohibitions or penalties, which may include tax penalties on SunTrust and its Affiliates or on certain Participants. Notwithstanding any other provision of this Plan document, SunTrust may reduce, eliminate or delay the payment of a Participant’s benefits under this Plan or may take actions that subject such benefits to monetary or tax penalties, as determined by SunTrust in its sole discretion to be required under federal laws or regulations applicable to SunTrust and its Affiliates. In such event, neither SunTrust nor its Affiliates shall have any liability for such reduction, elimination, delay or penalty. Any delay in payment of a Participant’s benefits under this Plan will comply with Treas. Reg. § 1.409A-2(b)(7).

2

ARTICLE 15
EXECUTION

IN WITNESS WHEREOF, SunTrust has caused this amended and restated Plan to be executed by its duly authorized officer to evidence its adoption hereof effective as of January 1, 2010.

SUNTRUST BANKS, INC.

By:
Donna D. Lange
Title:

Date:

(SEAL)

Exhibit A

SUNTRUST BANKS, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
AMENDED AND RESTATED AS OF JANUARY 1, 2010

Section 2.14, Other Retirement Arrangement

Pursuant to Section 2.14, Other Retirement Arrangement means the following plan, program, arrangement or agreement (a) that is maintained by SunTrust or an Affiliate, (b) that provides a benefit calculated as a defined-benefit type benefit and (c) in which a Participant also participates:

•

Crestar Financial Corporation Supplemental Executive Retirement Plan (“Crestar SERP”).

•

National Commerce Financial Corporation Retirement Plan including any predecessor plan.

•

National Commerce Financial Corporation Supplemental Executive Retirement Plan including any predecessor plan.

Exhibit B

SUNTRUST BANKS, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
AMENDED AND RESTATED AS OF JANUARY 1, 2010

Section 2.23(b), Special Lump Sum Calculation

The Committee has designated the following Participants as eligible for the Special Lump Sum calculation described in Section 2.23(b) of the Plan document:

•

James M. Wells III

Exhibit C

SUNTRUST BANKS, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
AMENDED AND RESTATED AS OF JANUARY 1, 2010

Section 2.24, SERP Compensation

On December 30, 2009, the Committee approved “salary shares” as part of the 2010 base pay for certain designated executives and directed that a portion of the value of such “salary shares” be recognized as base pay for purposes of calculating benefits under certain employee benefit plans, including this Plan. Accordingly, the following rules apply to the executives named in the table below who are Participants in the 2010 calendar year.

For purposes of calculating SERP Compensation, as defined in Section 2.24 of the main text of this Plan, of a Tier 1 or Tier 2 Participant who is named in the following table, his base salary for the 2010 calendar year shall include the dollar amount set forth by his name. The dollar amount represents a portion of the value of the “salary shares” the Participant is expected to receive in 2010 as part of his base salary. Such dollar value shall be pro rated, restricted or limited to the extent required by the terms of the Plan in calculating and applying SERP Compensation. The Plan shall not recognize any additional amount of, or value for, “salary shares.”

*This value for Mr. Wells is also used in the Crestar SERP benefit formula.

**This value for Mr. Hill is not used in the Crestar SERP benefit formula.

Exhibit D

SUNTRUST BANKS, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
AMENDED AND RESTATED AS OF JANUARY 1, 2010

Sections 2.27 and 2.28, Tier 1 and Tier 2 Participants

The Committee designated the following executives as Tier 1 and Tier 2 Participants: