Exhibit 10.4



 EXHIBIT 10.4 
  
 Fifth Amendment to the SunTrust Banks, Inc. 
 Supplemental Executive Retirement Plan 
 (Amended and Restated Effective January 1, 2001) 
  
 WHEREAS, SunTrust Banks, Inc. (the “Corporation”) has adopted and
sponsors the SunTrust Banks, Inc. Retirement Plan (the “SERP”); and 
  
 WHEREAS, § 11 of the SERP authorizes the Compensation Committee of the Corporation’s Board (the “Committee”) to amend the SERP from time to time and § 3 provides that the Committee may
designate key employees to participate in the SERP; and 
  
 WHEREAS, on December 8, 2004, the Committee delegated authority to the Director of Human Resources to amend or terminate employee benefit plans of the Corporation and acquired entities in order to coordinate employee benefits, without
further approval of the Committee except as to any matter that counsel to the Corporation considers to have a material adverse impact on the Corporation; and 
  
 WHEREAS, on January 6, 2005, the Committee approved Thomas M. Garrott (“Mr. Garrott”) as a new Tier II Participant in the SERP based on his
employment agreement with National Commerce Financial Corporation dated November 1, 2001 (as amended by the First Amendment dated February 18, 2002) (the “Employment Agreement”); and 
  
 WHEREAS, on April 18, 2005, the Committee approved an amendment to the
SERP to provide a definition of annual pay as equal to $1,737,500 for purposes of the calculation of Mr. Garrott’s SERP benefit for the period he is employed on a part-time basis, pursuant to the terms of the Employment Agreement.

  
 NOW, THEREFORE, IN WITNESS WHEREOF, as authorized by the
Committee, the Human Resources Director hereby adopts the following amendments to the SERP, effective as of the dates set forth below: 
  

	 	1.	The definition of Retirement Plan in § 2.14 is amended by adding the following language to the end of that section, effective as of October 1, 2004:


  
 “Retirement Plan” also includes a
pension plan in which a Participant participates and which (a) provides a benefit based on a defined benefit type formula (including, but not limited to, a cash balance plan or a pension equity plan, such as the National Commerce Financial
Corporation Retirement Plan), (b) is intended to be a qualified plan pursuant to § 401(a) of the Code and (c) is sponsored by SunTrust or an Affiliate as a result of a merger or purchase or other corporate transaction involving
another entity. 
  

	 	2.	Exhibit A to the SERP document (effective as of January 1, 2001) is amended and restated as set forth on the attached Exhibit A and incorporated herein by reference, effective
as of October 1, 2004. 

  

	 	3.	Exhibit D to the SERP document (effective as of January 1, 2001) is amended and restated as set forth on the attached Exhibit D and incorporated herein by reference, effective
as of September 1, 2005. 

  
 EXECUTED this
15th day of September, 2005. 
  

									
	 SunTrust Banks, Inc.
	 	 	 	 Attest

					
	By:	 	 /s/ Mary T. Steele
	 	 	 	 By:
	 	 
	 	 	 Mary T. Steele
	 	 	 	 	 	 
	 	 	 Human Resources Director
	 	 	 	 Title:
	 	 








 Exhibit A 
  

SUNTRUST BANKS, INC. 
 SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN 
 EFFECTIVE AS OF JANUARY 1, 2001 
  

  
 § 2.8, Other
Retirement Arrangement 
 As Amended Effective October 1, 2004 
  
 Pursuant to § 2.8, Other Retirement Arrangement means any 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, including but not limited to those plans set forth below: 
  

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

  

	 	•	 	Crestar Financial Corporation Excess Benefit Plan (“Crestar Excess Plan”) and Crestar Financial Corporation Additional Nonqualified Executive Plan (“Crestar ANEX
Plan”), but only to the extent of such Plan’s defined-benefit type benefits and excluding any defined-contribution type benefits. 

  

	 	•	 	National Commerce Financial Corporation Equity Investment Plan (including any predecessor plan) 








 Exhibit D 
 Page 1 
  
 SUNTRUST BANKS, INC.

 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN 
 EFFECTIVE AS OF JANUARY 1, 2001 
  

  
 §§ 2.21 and 2.22, Tier 1 and Tier 2 Participants 
 Updated As of September 1, 2005 
  
 On November 14, 2000, the Committee designated the following executives as Tier 1 and Tier 2 Participants effective as of January 1, 2001: 
  

									
					
	 Name

	  	 Formula

	  	 Participation
Date

	  	 Benefit
Service
Start
Date

	  	 Special Features


	John W. Clay, Jr.	  	Tier 1	  	 	  	Hire	  	 •      Special lump sum (PBGC)

					
	 	  	 	  	 	  	 	  	 •      Special early retirement reduction (service prorate, 5% from age 60)

					
	 	  	 	  	 	  	 	  	 •      100% vested on 2/1/2000, regardless of age and service

					
	 	  	 	  	 	  	 	  	 •      Restricted Stock substituted for PUP in 2003 – 2005 cycle

					
	 	  	 	  	 	  	 	  	 •      Effective 1/1/2005, PUP is limited to 2004 level (target, minimum, maximum)

					
	Theodore J. Hoepner	  	Tier 1	  	 	  	Hire	  	 •      Special lump sum (PBGC)

					
	 	  	 	  	 	  	 	  	 •      Special early retirement reduction (service prorate, 5% from age 60)

					
	 	  	 	  	 	  	 	  	 •      100% vested on 2/1/2000, regardless of age and service

					
	 	  	 	  	 	  	 	  	 •      Restricted Stock substituted for PUP in 2003 – 2005 cycle

					
	 	  	 	  	 	  	 	  	 •      Effective 1/1/2005, PUP is limited to 2004 level (target, minimum, maximum)

					
	Phillip L. Humann	  	Tier 1	  	 	  	Hire	  	 •      Special lump sum (PBGC)

					
	 	  	 	  	 	  	 	  	 •      Special early retirement reduction (service prorate, 5% from age 60)

					
	 	  	 	  	 	  	 	  	 •      100% vested on 2/1/2000, regardless of age and service

					
	 	  	 	  	 	  	 	  	 •      Restricted Stock substituted for PUP in 2003 – 2005 cycle

					
	 	  	 	  	 	  	 	  	 •      Effective 1/1/2005, PUP is limited to 2004 level (target, minimum, maximum)

					
	John W. Spiegel	  	Tier 1	  	 	  	Hire	  	 •      Special lump sum (PBGC)

					
	 	  	 	  	 	  	 	  	 •      Special early retirement reduction (service prorate, 5% from age 60)

					
	 	  	 	  	 	  	 	  	 •      100% vested on 2/1/2000, regardless of age and service

					
	 	  	 	  	 	  	 	  	 •      Restricted Stock substituted for PUP in 2003 – 2005 cycle

					
	 	  	 	  	 	  	 	  	 •      Effective 1/1/2005, PUP is limited to 2004 level (target, minimum, maximum)

					
	James M. Wells, III	  	Tier 1	  	 1/1/2001—
 but only upon
election of
 Tier 1 formula and
 waiver of Crestar
 SERP benefit
	  	Hire	  	 •      Special lump sum (PBGC)

	 	  	 	  	  	 	  	 •      Special early retirement reduction (service prorate, 5% from age 60)

	 	  	 	  	  	 	  	 •      100% vested on 2/1/2000, regardless of age and service

	 	  	 	  	  	 	  	 •      Restricted Stock substituted for PUP in 2003 – 2005 cycle

	 	  	 	  	  	 	  	 •      Effective 1/1/2005, PUP is limited to 2004 level (target, minimum, maximum)









 Exhibit D 
 Page 2 
  
 SUNTRUST BANKS, INC.

 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN 
 EFFECTIVE AS OF JANUARY 1, 2001 
  

  
 §§ 2.21 and 2.22, Tier 1 and Tier 2 Participants 
 Updated As of September 1, 2005 
  

									
	 Name

	  	 Formula

	  	 Participation
Date

	  	 Benefit
Service
Start Date

	  	 Special Features


	Robert H. Coords	  	Tier 2	  	1/1/2001	  	Hire	  	 
	Donald S. Downing	  	Tier 2	  	1/1/2001	  	Hire	  	 
	Samuel O. Franklin, III	  	Tier 2	  	1/1/2001	  	Hire	  	 
	Charles T. Hill	  	Tier 2	  	1/1/2001	  	Hire	  	Benefit is the better of Tier 2 or Crestar SERP.
	Craig Kelly	  	Tier 2	  	1/1/2001	  	Hire	  	Benefit is the better of Tier 2 or Crestar SERP.
	George W. Koehn	  	Tier 2	  	1/1/2001	  	Hire	  	 
	Carl F. Mentzer	  	Tier 2	  	1/1/2001	  	Hire	  	 
	Joy Welder Morgan	  	Tier 2	  	1/1/2001	  	Hire	  	 
	Dennis M. Patterson	  	Tier 2	  	1/1/2001	  	Hire	  	 
	William H. Rogers, Jr.	  	Tier 2	  	1/1/2001	  	Hire	  	 
	Robert C. Shufeldt	  	Tier 2	  	1/1/2001	  	Hire	  	 
	Robert C. Whitehead	  	Tier 2	  	1/1/2001	  	Hire	  	 
	E. Jenner Wood, III	  	Tier 2	  	1/1/2001	  	Hire	  	 

  
 The following individuals were
designated by the Committee as Tier 2 Participants on August 13, 2002: 
  

									
	 Name

	  	 Formula

	  	 Participation
Date

	  	 Benefit
Service
Start Date

	  	 Special Features


	Sandra Winstead Jansky	  	Tier 2	  	4/15/2002	  	Hire	  	 
	Sterling Edmunds, Jr.	  	Tier 2	  	8/13/2002	  	Hire	  	 
	Cecil Eugene Kirby	  	Tier 2	  	8/13/2002	  	Hire	  	 
	Mary T. Steele	  	Tier 2	  	8/13/2002	  	Hire	  	 

  
 The following individuals were
designated by the Committee as Tier 2 Participants on November 8, 2004: 
  

									
	 Name

	  	 Formula

	  	 Participation
Date

	  	 Benefit
Service
Start Date

	  	 Special Features


	Raymond D. Fortin	  	Tier 2	  	11/8/2004	  	Hire	  	 
	David F. Dierker	  	Tier 2	  	11/8/2004	  	Hire	  	 
	Mark A. Chancy	  	Tier 2	  	11/8/2004	  	Hire	  	 
	Thomas G. Kuntz	  	Tier 2	  	11/8/2004	  	Hire	  	 

  
 The following individuals who were
former key officers of National Commerce Financial Corporation or its affiliates were designated by the Committee as Tier 2 Participants on November 8, 2004: 
  

									
	 Name

	  	 Formula

	  	 Participation
Date

	  	 Benefit
Service
Start Date

	  	 Special Features


	William L. Reed, Jr.	  	Tier 2	  	1/1/2005	  	8/1/2001	  	 •      NCF SERP (before offsets) is a minimum to the Tier 2 SERP minus PIA (before other
offsets).

					
	 	  	 	  	 	  	 	  	 •      Tier 2 SERP benefit is offset by NCF SERP benefit.

					
	 	  	 	  	 	  	 	  	 •      NCF SERP earnings (base plus bonus paid) will be used for years prior to 2005.









 Exhibit D 
 Page 3 
  
 SUNTRUST BANKS, INC.

 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN 
 EFFECTIVE AS OF JANUARY 1, 2001 
  

  
 §§ 2.21 and 2.22, Tier 1 and Tier 2 Participants 
 Updated As of September 1, 2005 
  

									
	 	  	 	  	 	  	 	  	 •      SunTrust SERP earnings (base plus bonus earned) will be used for years after
2004.

					
	 	  	 	  	 	  	 	  	 •      2005 is a transition year for earnings. Depending on which calculation produces the larger FAE,
either the 2004 or 2005 earnings will be adjusted as follows:

					
	 	  	 	  	 	  	 	  	 •      2004 earnings will be NCF SERP earnings (2004 base plus 2004 bonuses paid) plus 2005 MIP paid,
or

					
	 	  	 	  	 	  	 	  	 •      2005 earnings will be SunTrust SERP earnings (2005 base plus 2005 MIP earned) plus 2005 MIP
paid.

					
	David T. Popwell	  	Tier 2	  	1/1/2005	  	8/1/2001	  	 •      NCF SERP (before offsets) is a minimum to the Tier 2 SERP minus PIA (before other
offsets).

					
	 	  	 	  	 	  	 	  	 •      Tier 2 SERP benefit is offset by NCF SERP benefit.

					
	 	  	 	  	 	  	 	  	 •      NCF SERP earnings (base plus bonus paid) will be used for years prior to 2005.

					
	 	  	 	  	 	  	 	  	 •      SunTrust SERP earnings (base plus bonus earned) will be used for years after
2004.

					
	 	  	 	  	 	  	 	  	 •      2005 is a transition year for earnings. Depending on which calculation produces the larger FAE,
either the 2004 or 2005 earnings will be adjusted as follows:

					
	 	  	 	  	 	  	 	  	 •      2004 earnings will be NCF SERP earnings (2004 base plus 2004 bonuses paid) plus 2005 MIP paid,
or

					
	 	  	 	  	 	  	 	  	 •      2005 earnings will be SunTrust SERP earnings (2005 base plus 2005 MIP earned) plus 2005 MIP
paid.

					
	James Scott Edwards	  	Tier 2	  	1/1/2005	  	Hire	  	 •      NCF SERP (before offsets) is a minimum to the Tier 2 SERP minus PIA (before other
offsets).

					
	 	  	 	  	 	  	 	  	 •      Tier 2 SERP benefit is offset by NCF SERP benefit.

					
	 	  	 	  	 	  	 	  	 •      NCF SERP earnings (base plus bonus paid) will be used for years prior to 2005.

					
	 	  	 	  	 	  	 	  	 •      SunTrust SERP earnings (base plus bonus earned) will be used for years after
2004.

					
	 	  	 	  	 	  	 	  	 •      2005 is a transition year for earnings. Depending on which calculation produces the larger FAE,
either the 2004 or 2005 earnings will be adjusted as follows:

					
	 	  	 	  	 	  	 	  	 •      2004 earnings will be NCF SERP earnings (2004 base plus 2004 bonuses paid) plus 2005 MIP paid,
or

					
	 	  	 	  	 	  	 	  	 •      2005 earnings will be SunTrust SERP earnings (2005 base plus 2005 MIP earned) plus 2005 MIP
paid.









 Exhibit D 
 Page 4 
  
 SUNTRUST BANKS, INC.

 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN 
 EFFECTIVE AS OF JANUARY 1, 2001 
  

  
 §§ 2.21 and 2.22, Tier 1 and Tier 2 Participants 
 Updated As of September 1, 2005 
  

									
	Richard L. Furr	  	Tier 2	  	1/1/2005	  	Hire	  	 •      NCF SERP (before offsets) is a minimum to the Tier 2 SERP minus PIA (before other
offsets).

					
	 	  	 	  	 	  	 	  	 •      Tier 2 SERP benefit is offset by NCF SERP benefit.

					
	 	  	 	  	 	  	 	  	 •      NCF SERP earnings (base plus bonus paid) will be used for years prior to 2005.

					
	 	  	 	  	 	  	 	  	 •      SunTrust SERP earnings (base plus bonus earned) will be used for years after
2004.

					
	 	  	 	  	 	  	 	  	 •      2005 is a transition year for earnings. Depending on which calculation produces the larger FAE,
either the 2004 or 2005 earnings will be adjusted as follows:

					
	 	  	 	  	 	  	 	  	 •      2004 earnings will be NCF SERP earnings (2004 base plus 2004 bonuses paid) plus 2005 MIP paid,
or

					
	 	  	 	  	 	  	 	  	 •      2005 earnings will be SunTrust SERP earnings (2005 base plus 2005 MIP earned) plus 2005 MIP
paid.

					
	John J. Mistretta	  	Tier 2	  	1/1/2005	  	Hire	  	 •      NCF SERP (before offsets) is a minimum to the Tier 2 SERP minus PIA (before other
offsets).

					
	 	  	 	  	 	  	 	  	 •      Tier 2 SERP benefit is offset by NCF SERP benefit.

					
	 	  	 	  	 	  	 	  	 •      NCF SERP earnings (base plus bonus paid) will be used for years prior to 2005.

					
	 	  	 	  	 	  	 	  	 •      SunTrust SERP earnings (base plus bonus earned) will be used for years after
2004.

					
	 	  	 	  	 	  	 	  	 •      2005 is a transition year for earnings.

					
	 	  	 	  	 	  	 	  	 •      Depending on which calculation produces the larger FAE, either the 2004 or 2005 earnings will be
adjusted as follows:

					
	 	  	 	  	 	  	 	  	 •      2004 earnings will be NCF SERP earnings (2004 base plus 2004 bonuses paid) plus 2005 MIP paid,
or

					
	 	  	 	  	 	  	 	  	 •      2005 earnings will be SunTrust SERP earnings (2005 base plus 2005 MIP earned) plus 2005 MIP
paid.

					
	Thomas M. Garrott	  	Tier 1	  	 	  	8/1/2001	  	 •      The annual amount of the SERP Compensation used to calculate the SERP Benefit will be equal to
$1,737,500 for the period during which Mr. Garrott is employed on a part-time basis.

					
	 	  	 	  	 	  	 	  	 •      NCF SERP (before offsets) is a minimum to the Tier 2 SERP minus PIA (before other
offsets).

					
	 	  	 	  	 	  	 	  	 •      Tier 2 SERP benefit is offset by NCF SERP benefit.

					
	 	  	 	  	 	  	 	  	 •      NCF SERP earnings (base plus bonus paid) will be used for years prior to 2005.

					
	 	  	 	  	 	  	 	  	 •      SunTrust SERP earnings (base plus bonus earned) will be used for years after
2004.









 Exhibit D 
 Page 5 
  
 SUNTRUST BANKS, INC.

 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN 
 EFFECTIVE AS OF JANUARY 1, 2001 
  

  
 §§ 2.21 and 2.22, Tier 1 and Tier 2 Participants 
 Updated As of September 1, 2005 
  

									
	 	  	 	  	 	  	 	  	 •      2005 is a transition year for earnings. Depending on which calculation produces the larger FAE,
either the 2004 or 2005 earnings will be adjusted as follows:

					
	 	  	 	  	 	  	 	  	 •      2004 earnings will be NCF SERP earnings (2004 base plus 2004 bonuses paid) plus 2005 MIP paid,
or

					
	 	  	 	  	 	  	 	  	 •      2005 earnings will be SunTrust SERP earnings (2005 base plus 2005 MIP earned) plus 2005 MIP
paid.