EX-10.3






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.



	 	 	 	 	 
	Points

	 	Pay Credit Rate

	
 
	 	 	 	 
	Less than 30

	 	 	2.5	%
	
 
	 	 	 	 
	30 – 39.999

	 	 	3.0	%
	
 
	 	 	 	 
	40 – 49.999

	 	 	4.0	%
	
 
	 	 	 	 
	50 and over

	 	 	5.0	%
	
 
	 	 	 	 






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;



	 	 	 
	(ii)

(iii)

(iv)

	 	50% joint and survivor annuity;

75% joint and survivor annuity;

100% joint and survivor 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.



1



Executed this        day of December, 2010.



	 	 	 	 	 
	Attest:
	 	 	 	SUNTRUST BANKS, INC.

	By:
	 	     
	 	By:     

Donna D. Lange

	Title:
	 	     
	 	Title:      







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