EX-10.1






SUNTRUST BANKS, INC.




DEFERRED COMPENSATION PLAN




AMENDED AND RESTATED EFFECTIVE AS OF

January 1, 2011

SUNTRUST BANKS, INC.

DEFERRED COMPENSATION PLAN

TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	Page	 	 
	ARTICLE 1ESTABLISHMENT AND PURPOSE	 	 	1	 	 	 
	ARTICLE 2DEFINITIONS

2.1

2.2

2.3

2.4

2.5

2.6

2.7

2.8

2.9

2.10

2.11

2.12

2.13

2.14

2.15

2.16

2.17

2.18

2.19

2.20

2.21

2.22

2.23

2.24

2.25

2.26

2.27

2.28

2.29

2.30

2.31

2.32

2.33

2.34

2.35

2.36

2.37

2.38

2.39

2.40

2.41

2.42

2.43
	 	Account

Affiliate

Base Salary

Beneficiary

Board

Cause

Change in Control

Code

Committee

Company Contribution

Company Contribution Account

Date of Hire

Deferral Election Form

Designated Distribution Date

Disabled or Disability

Eligible Employee

Eligible Income

Eligible Plans6

Employee

ERISA 6

Incentive Award

Investment Fund

Key Employee

Mandatory Deferral

MIP

Newly Hired Eligible Employee

Participant

Plan

Plan Administrator

Plan Year

Restoration Plan Participants

Retirement

Retirement Plan

Separation from Service or Separate from Service

SERP

SERP Account

SERP Benefit8

Specified Date

SunTrust

Tier 1 and Tier 2 SERP Participants

True-Up Contribution

Valuation Date

Years of Vesting Service

	 	2

2

3

3

3

3

3

4

5

5

5

5

5

5

5

5

6

6



6



6

7

7

7

7

7

7

7

7

7

8

8

8

8

8

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8

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	ARTICLE 3PARTICIPATION AND CONTRIBUTIONS	 	 	9	 	 	 
	3.1

3.2

3.3

3.4

3.5

3.6

3.7

3.8

ARTICLE 4INVESTMENTS

4.1

4.2

4.3

4.4
	 	Participation

Deferral Elections

(a)Base Salary

(b)Incentive Awards

Time and Manner of Making Deferral Elections

(a)Newly Hired Eligible Employee

(b)No Commencement after Promotion or Rehire

Mandatory Deferrals

Company Contributions

True-Up Contributions

Cancellation of Deferral Election

Transferred SERP Benefits

Generally

Default Investment

No Actual Investment Required

Compliance with Securities Laws

	 	9

9

9

9

9

9

10

10

10

11

11

11

12

12

12

12

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	ARTICLE 5ALLOCATION TO ACCOUNTS	 	 	12	 	 	 
	5.1

5.2

5.3

ARTICLE 6VESTING

6.1

6.2

6.3

6.4

6.5

ARTICLE 7DISTRIBUTIONS

7.1

7.2

7.3

7.4

7.5

7.6

7.7

7.8

7.9

7.10

7.11
	 	General

Distributions and Forfeitures

Earnings and Losses

Generally

Mandatory Deferrals

Change in Control

Exception

Vesting of Company Contribution Account

Normal Form of Payment and Commencement

Alternate Form of Payment Election

(a)Procedure for Installment Election

(b)Cash-Out

Key Employee Delay

In-Service Distribution Election

(a)Earlier Separation from Service

(b)Sub-Account

(c)No Company Contributions

Subsequent Deferral Election

Payment of Death Benefit

Disability

Withdrawals for Unforeseeable Emergency

(a)Definition

(b)Participant Evidence

Distribution of Mandatory Deferrals

Effect of Taxation

Permitted Delays

	 	12

13

13

13

13

13

14

14

14

14

14

15

15

15

15

15

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16

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	ARTICLE 8PLAN ADMINISTRATION	 	 	18	 	 	 
	8.1

8.2

8.3

8.4

8.5

8.6

ARTICLE 9MISCELLANEOUS

9.1

9.2

9.3

9.4

9.5

9.6

9.7

9.8

9.9

9.10

9.11

9.12

ADDENDUM A

ADDENDUM B
	 	General Administration

Responsibility of Administrator

Books, Records and Expenses

Compensation19

Indemnification

Claims 19

Construction

Severability

No Alienation or Assignment

Incapacity of Recipient

Unclaimed Benefits

Not a Contract of Employment

Unfunded Plan

(a)Contractual Liability of SunTrust

(b)Rabbi Trust

Right to Amend or Terminate Plan

(a)Distribution of Accounts

(b)Amendment Restrictions

Taxes

Binding Effect

Governing Law

Regulatory Requirements

Amounts Deferred Under 401(k) Excess Plan

Amounts Deferred Under the Prior Deferred

Compensation Plan

	 	18

18

19



19



20

20

20

20

20

20

21

21

21

21

22

22

22

22

23

23

A-1

B-1



	 	











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S.CONTSunTrust 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.



	 	 	 	 	 	 	 
	Attest:	 	 	 	SUNTRUST BANKS, INC.
	By:

	 	     
	 	By:
	 	     

Donna D. Lange






Title:        Title:       DH:\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




	 	 	 
	A1-6.1
	 	Normal Form of Payment and Commencement. Except as otherwise provided

in this Section A1-6.1, when a Participant separates from service with

the Corporation and its Affiliates for any reason, he shall be paid

his 401(k) Excess Plan benefit in a single lump-sum cash payment

during the first quarter of the calendar year immediately following

the year of his separation. The amount payable to the Participant

shall be equal to the balance of the Participant’s Account as of the

Valuation Date immediately preceding the date of distribution, less

withholding for applicable federal and state taxes.

	A1-6.2
	 	Alternate Form of Payment Election. A Participant may elect, in lieu

of the lump-sum payment described in Section A1-6.1, to receive

payment of his total benefit under this 401(k) Excess Plan in five (5)

substantially equal annual installments, payable in cash; provided

that such election is effective, as set forth below, at least twelve

(12) months before the scheduled payment date following the

Participant’s separation from service. The initial installment shall

be paid during the first quarter of the calendar year immediately

following the year of his separation. Each subsequent annual

installment shall be paid during the first quarter of each of the

subsequent four calendar years. Each installment payment shall be

determined based on the balance of the Participant’s Account as of the

Valuation Date immediately preceding the date of payment and shall be

reduced by withholding for applicable federal and state taxes. A

Participant’s election to receive installment payments of his 401(k)

Excess Plan benefit pursuant to this Section A1-6.2 shall be made in

writing on such forms as may be provided by the Compensation Committee

and shall not be effective until received and approved by the

Compensation Committee.

	A1-6.3
	 	Death. In the event of a Participant’s death, the Compensation

Committee shall authorize payment to the Participant’s Beneficiary of

any 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 in accordance

with the Participant’s distribution election in effect at his death.

The Beneficiary may request a change in the form of payment by making

a written request to the Compensation Committee prior to 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, taking into account such factors as the

Compensation Committee may deem appropriate.








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




	 	 	 
	A2-5.1
	 	Generally. Except as provided in Section 4.3 with respect to excess

matching contributions which are deemed a forfeiture and in Section

A2-5.2, a Participant’s interest in his benefit under the 401(k)

Excess Plan is one hundred percent (100%) vested and nonforfeitable at

all times.

	A2-5.2
	 	Exception. A Participant and his Beneficiary shall completely forfeit

that portion of his benefit under the 401(k) Excess Plan attributable

to Employer matching contributions pursuant to Sections 4.3 and 4.6

(whenever allocated) if the Participant is terminated for Cause by the

Corporation or an Affiliate. Forfeiture under this Section A2-5.2

shall be in addition to any other remedies which may be available to

the Corporation or an Affiliate at law or in equity. This Section

A2-5.2 shall not apply to any Participant to whom Article 7 applies or

to any ANEX Plan Frozen Balance.







Article 6

Distributions




	 	 	 
	A2-6.1
	 	Normal Form of Payment and Commencement. Except as otherwise provided

in this Article 6, when a Participant Separates from Service with the

Corporation and its Affiliates for any reason, he shall be paid his

401(k) Excess Plan benefit in a single lump-sum cash payment during

the first quarter of the calendar year immediately following the year

of his Separation from Service. The amount payable to the Participant

shall be equal to the balance of the Participant’s Account as of the

Valuation Date immediately preceding the date of distribution, less

any required withholding for applicable federal and state income taxes

and employment taxes in accordance with Section 9.9.

	A2-6.2
	 	Alternate Form of Payment Election. A Participant who does not wish

to have his benefit under this 401(k) Excess Plan paid in a lump sum

pursuant to Section A2-6.1 may elect on a Deferral Election Form to

have the portion of his Account related to amounts deferred pursuant

to the Deferral Election Form (and earnings thereon) 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’s Separation from Service occurs. Each

subsequent annual installment shall be paid during the first quarter

of each of the subsequent four (4) calendar years.








	 	 	 	A2-6.2.1 Procedure for Installment Election. A Participant’s election to receive
installment payments of the portion of his Account described above in Section A2-6.2
shall be made on such forms, written or electronic, as may be provided by the
Compensation Committee and shall not be effective until received and approved by the
Compensation Committee by the relevant Election Date in accordance with Section 2.1.
Each installment payment shall be determined based on the vested balance of such
portion of the Participant’s Account as of the Valuation Date immediately preceding
the date of payment.






	 	 	 	A2-6.2.2 Cash-Out. Notwithstanding any elections by a Participant, effective on
and after January 1, 2009, if the sum of a Participant’s vested Account balance
under this 401(k) Excess Plan and any other account balance 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 of payment, the full vested Account balance
shall be distributed in a lump sum payment during the first quarter of the calendar
year immediately following the year in which his Separation from Service occurs,
subject to the delay for Key Employee as set forth in Section A2-6.3.





	 	 	 
	A2-6.3
	 	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.

	A2-6.4
	 	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 Compensation Committee, but any change in the

election shall be effective only if the following conditions are

satisfied:








	 	 	 	A2-6.4.1 The new election may not take effect until at least twelve (12) months after the
date on which the new election is made;






	 	 	 	A2-6.4.2 In the case of an election to change the time or form of a distribution under
Section A2-6.1 (lump sum payment after Separation from Service) or A2-6.2
(installments after Separation from Service), a distribution may not be made earlier
than at least five (5) years from the date the distribution would have otherwise
been made; and






	 	 	 	A2-6.4.3 The new election must be made at least twelve (12) months before the date the
distribution is scheduled to be paid.





	 	 	 
	A2-6.5
	 	Payment of Death Benefit. Notwithstanding any elections by the

Participant or provisions of the 401(k) Excess Plan to the contrary,

if a Participant dies at any time (including after his Separation from

Service), the Compensation Committee shall authorize payment to the

Participant’s Beneficiary of any vested benefits due under the 401(k)

Excess Plan but not paid to the Participant prior to his death.

Payment of the Participant’s vested Account balance 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).

	A2-6.6
	 	Disability. Notwithstanding any elections by a Participant or

provisions of the 401(k) Excess Plan to the contrary, if a Participant

becomes Disabled at any time, then his vested Account balance 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).

	A2-6.7
	 	Withdrawals for Unforeseeable Emergency. A Participant may withdraw

all or any portion of his vested Account balance for an Unforeseeable

Emergency. The amounts distributed with respect to an Unforeseeable

Emergency may not exceed the amounts necessary to satisfy such

Unforeseeable Emergency plus amounts 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 401(k) Excess Plan.








	 	 	 	A2-6.7.1 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.






	 	 	 	A2-6.7.2 Participant Evidence. The Compensation Committee 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 A2-6.7. The
Compensation Committee shall use uniform and nondiscriminatory standards in
reviewing any requests for distributions to meet an Unforeseeable Emergency.
Amounts distributed under this Section A2-6.7 shall be deemed to reduce pro rata the
deemed investment in each Investment Fund in the Participant’s Account.






	 	 	 	A2-6.7.3 Accelerated Payments. A Participant who has commenced receiving
installment payments pursuant to Section A2-6.2 shall receive an accelerated payment
of such installments under this Section A2-6.7.3 to the extent such accelerated
payment does not exceed the amount necessary to meet the Unforeseeable Emergency.





	 	 	 
	A2-6.8
	 	Special One-Time Election. Notwithstanding any prior elections or

401(k) Excess Plan provisions to the contrary, a Participant who was

an employee of the Corporation and its Affiliates (including on a

paid leave of absence) may have made an election to receive all or a

specified portion of his or her Account pursuant to Section A2-6.1

and A2-6.2. Any such election must have become irrevocable on or

before December 31, 2008 and must have been made in accordance with

the procedures and distribution rules established by the Compensation

Committee and the transition rules under Code section 409A.

	A2-6.9
	 	Pre-2005 Deferrals. Notwithstanding the foregoing, Part A1 of this

Addendum A governs the distribution of amounts that were earned and

vested (within the meaning of Code section 409A and regulations

thereunder) under the 401(k) Excess Plan prior to 2005 (and earnings

thereon) and are exempt from the requirements of Code section 409A.

	A2-6.10
	 	Effect of Taxation. If a portion of the Participant’s Account

balance is includible in income under Code section 409A, such portion

shall be distributed immediately to the Participant.

	A2-6.11
	 	Permitted Delays. Notwithstanding the foregoing, any payment to a

Participant under the 401(k) Excess Plan shall be delayed upon the

Compensation Committee’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

A2-6.11 shall be paid in accordance with Code section 409A on the

earliest date on which the Corporation reasonably anticipates that

the making of the payment will not cause a violation of Federal

securities laws or other applicable law.







Article 7

Change in Control




	 	 	 
	A2-7.1
	 	Purpose. The purpose of this Article 7 is to provide protection for

the benefits payable under this 401(k) Excess Plan to a Participant

who is affected by a Change in Control (as defined below).

	A2-7.2
	 	Definitions. The following terms shall have the meanings set forth

opposite such terms for purposes of this Article 7.








	 	 	 	A2-7.2.1 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 the Corporation or a controlled group of trades or businesses (within the
meaning of Code section 414(c)) which includes the Corporation.






	 	 	 	A2-7.2.2 Change in Control means a “change in control” of the Corporation 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
amended and in effect at the time of such “change in control” (the “Exchange Act”),
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 the Corporation or any successor of the Corporation; (ii) during any
period of two (2) consecutive years or less, individuals who at the beginning of
such period constitute the Board cease, for any reason, to constitute a majority of
the 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 the Corporation shall be changed, converted or exchanged into or for
securities of another corporation (other than a merger with a wholly-owned
subsidiary of the Corporation) or any dissolution or liquidation of the Corporation
or any sale or the disposition of 50% or more of the assets or business of the
Corporation; 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 the Corporation 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 corporation
beneficially owned by the persons described in Section A2-7.2.2(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 the Corporation’s common stock immediately before the consummation
of such transaction, provided (C) the percentage described in Section
A2-7.2.2(iv)(A) of the beneficially owned shares of the successor or survivor
corporation and the number described in Section A2-7.2.2(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 the
Corporation by the persons described in Section A2-7.2.2(iv)(A) immediately before
the consummation of such transaction.






	 	 	A2-7.3 Amendment Restrictions. If there is a Change in Control, no amendment shall be made
to this 401(k) Excess Plan thereafter which would adversely affect in any manner whatsoever
the benefit payable under this 401(k) Excess Plan to any Participant absent the express
written consent of all Participants who might be adversely affected by such amendment if this
Article 7 were, or could become, applicable to such Participants, and the Corporation intends
that each Participant rely on the protections which the Corporation intends to provide through
this Article 7. Notwithstanding the foregoing, the Corporation may amend this 401(k) Excess
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 the Corporation 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.





Article 9

Miscellaneous





	 	 	A2-9.8 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. The
Corporation hereby authorizes and empowers the Compensation Committee appointed to administer
this 401(k) Excess Plan 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 or the Compensation Committee except as to any matter that the Compensation Committee
determines may result in a material increased cost to the Corporation or its Affiliates.
However, if the Corporation or Compensation Committee should amend or discontinue this 401(k)
Excess Plan, the Corporation shall be liable for payment of any amounts deferred under this
401(k) Excess Plan and earnings thereon that have accrued and are vested as of the date of
such action.






	 	 	 	A2-9.8.1 Distribution of Accounts. If the Corporation terminates the 401(k)
Excess Plan, distribution of balances in Accounts shall be made to Participants and
Beneficiaries in the manner and at the time as provided in Article 6, unless the
Corporation determines in its sole discretion that all such amounts shall be
distributed upon termination in accordance with the requirements under Code section
409A.





A2-9.8.2 409A Requirements. Notwithstanding the foregoing, no amendment of the 401(k)

Excess Plan shall apply to amounts that were earned and vested (within the meaning of Code section

409A and regulations thereunder) under the 401(k) Excess Plan prior to 2005, unless the amendment

specifically provides that it applies to such amounts. The purpose of this restriction is to

prevent an 401(k) Excess Plan amendment from resulting in an inadvertent “material modification” to

amounts that are “grandfathered” and exempt from the requirements of Code section

409A.S.CONTSUNTRUST BANKS, INC.




DEFERRED COMPENSATION PLAN




Amended and Restated Effective as of January 1, 2011




ADDENDUM B




AMOUNTS DEFERRED UNDER 

THE PRIOR DEFERRED COMPENSATION PLAN




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



Distribution of amounts deferred (and earnings thereon) under the Prior Deferred Compensation
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 “Prior Deferred Compensation Plan
Grandfathered Amounts”) shall be made in accordance with the terms of the Prior Deferred
Compensation Plan as in effect on October 3, 2004, and as summarized in Part B1 of this Addendum B.



Distribution of amounts deferred (and earnings thereon) under the Prior Deferred Compensation
Plan that were earned for services performed during the period from January 1, 2005 to December 31,
2009 or that were earned for services prior to 2005 and vested after 2004 (the “Prior Deferred
Compensation Plan 2005-2009 Amounts”) shall be made in accordance with the terms of the Prior
Deferred Compensation Plan as in effect immediately prior to the plan merger with the 401(k) Excess
Plan on December 31, 2009, and as summarized in Part B2 of this Addendum B.



PART B1

PRIOR DEFERRED COMPENSATION PLAN GRANDFATHERED AMOUNTS




Article 6

Distributions




	 	 	 
	B1-6.1.
	 	Normal Form of Payment and Commencement. Except as otherwise

provided in this Section B1-6.1, when the Participant separates from

service with SunTrust and its Affiliates for any reason, he shall be

paid his vested benefit under this Plan in a single lump sum cash

payment during the first quarter of the calendar year immediately

following the year of his separation. The amount payable to the

Participant shall be equal to the vested balance of the Participant’s

Account as of the Valuation Date immediately preceding the date of

distribution, less withholding for applicable federal and state

taxes.

	B1-6.2
	 	Alternate Form of Payment Election. A Participant may elect, in lieu

of the lump-sum payment described in Section B1-6.1, to receive

payment of his total vested benefit under this Plan in five (5)

substantially equal annual installments, payable in cash; provided

that such election is effective, as set forth below, at least twelve

(12) months before the scheduled payment date following the

Participant’s separation from service. The initial installment shall

be paid during the first quarter of the calendar year immediately

following the year of his separation. Each subsequent annual

installment shall be paid during the first quarter of each of the

subsequent four (4) calendar years. Each installment payment shall

be determined based on the balance of the Participant’s Account as of

the Valuation Date immediately preceding the date of payment and

shall be reduced by withholding for applicable federal and state

taxes. A Participant’s election to receive installment payments of

his Plan benefit pursuant to this Section B1-6.2 shall be made in

writing on such forms as may be provided by the Committee and shall

not be effective until received and approved by the Committee.

	B1-6.3
	 	In-Service Distribution Election without Reduction. A Participant

may file an election with the Committee for a future in-service

distribution of his deferred Award(s) for each Plan Year without

incurring a penalty, provided the election is made no less than four

(4) years and no more than fifteen (15) years prior to the Designated

Distribution Date. A Participant’s election for an in-service

distribution pursuant to this Section B1-6.3 shall be a part of his

Deferral Election Form and shall be filed with the Committee on or

before the Election Date for the applicable Plan Year.








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.





	 	 	 
	B1-6.7
	 	Early Withdrawal Election with 10% Reduction. A Participant may file

a written election with the Committee to receive an early withdrawal

of any vested portion of his Account, provided, however, that such

early withdrawal payment shall be subject to a 10% forfeiture, which

shall reduce the balance of the Participant’s Account. An early

withdrawal payment shall be made in a single lump-sum cash payment

(less applicable withholding for federal and state taxes) as soon as

practicable after the Committee receives and approves a written

request for early withdrawal. Amounts withdrawn under this Section

B1-6.7 shall be deemed to reduce pro rata the deemed investment in

each Investment Fund in the Participant’s Account. A Participant who

receives an early withdrawal may not make an election under Section

3.2 of the Plan to defer his Award(s) for a one (1) year period

beginning on the first date at which the application of such

cancellation would not violate Code section 409A.

	B1-6.8
	 	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

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 Committee may require proof of

incompetency, minority, incapacity or guardianship as it may deem

appropriate prior to distribution of the Plan benefit. A payment

pursuant to this Section B1-6.8 shall completely discharge the

Committee and SunTrust from all liability with respect to such

benefit.







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




	 	 	 
	B2-6.1
	 	Generally. Except as provided in Section B2-6.2, a Participant’s

interest in his benefit under this Plan is one hundred percent (100%)

vested and nonforfeitable at all times.

	B2-6.2
	 	Exception. If a Participant’s Account has been credited with an

amount that is subject to a vesting period (as defined in the Eligible

Plan), and the Participant terminates employment with SunTrust and its

Affiliates for any reason prior to meeting the vesting requirements

for such amount, then that portion of the amount that is not vested,

and the earnings on such nonvested portion shall be forfeited and

deducted from the Participant’s Account. Notwithstanding the

foregoing: (1) an Eligible Plan may provide that the nonvested

portion of a Participant’s Account shall not be forfeited if the

Participant is terminated without Cause within three (3) years

following a Change in Control, and, in such case, the provisions of

Section B2-6.3 of this Plan shall control unless the Eligible Plan

provides otherwise; and (2) upon a Participant’s death, Disability,

Retirement or involuntary termination of employment resulting in the

Participant’s eligibility to receive benefits under 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 that forfeiture would

otherwise occur. The second clause of the preceding sentence shall

apply to any Mandatory Deferral credited under the Plan after June 30,

2007, unless the Eligible Plan in connection with such Mandatory

Deferral specifically provides one or all of the events described in

the second clause shall not result in full vesting.

	B2-6.3
	 	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 is terminated without Cause within three

(3) years of a Change in Control, any portion of the Participant’s

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 B2-6.3.







Article 7

Distributions




	 	 	 
	B2-7.1
	 	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 his vested benefit 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. The amount payable to the Participant shall be equal

to the vested balance of the Participant’s Account as of the Valuation

Date immediately preceding the date of distribution.

	B2-7.2
	 	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 B2-7.1 may elect on a Deferral Election Form to have the

portion of his Account related to amounts deferred pursuant to the

Deferral Election Form (and earnings thereon) 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’s Separation from Service occurs. Each subsequent

annual installment shall be paid during the first quarter of each of

the subsequent four (4) calendar years.








	 	 	 	B2-7.2.1 Procedure for Installment Election. A Participant’s election to receive
installment payments of the portion of his Account described above in Section B2-7.2
shall be made on such forms, written or electronic, as may be provided by the
Committee and shall not be effective until received and approved by the Committee by
the relevant Election Date in accordance with Section 3.2. Each installment payment
shall be determined based on the vested balance of such portion of the Participant’s
Account as of the Valuation Date immediately preceding the date of payment.






	 	 	 	B2-7.2.1 Cash-Out. Notwithstanding any elections by a Participant, effective on
and after January 1, 2009, if the sum of a Participant’s vested Account balance under
this Plan and any other account balance 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 of payment, the full vested Account balance shall be
distributed in a lump sum payment during the first quarter of the calendar year
immediately following the year in which his Separation from Service occurs, subject to
the delay for Key Employee as set forth in Section B2-7.3.





	 	 	 
	B2-7.3
	 	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.

	B2-7.4
	 	In-Service Distribution Election. Unless the Committee 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. The deferred amount

subject to this election will be paid in a lump sum on the Designated

Distribution Date, based on the value of the Participant’s vested

sub-account which is to be distributed, as of the Valuation Date

immediately preceding the date of such distribution.








	 	 	 	B2-7.4.1 Filing with Committee. A Participant’s election for an in-service
distribution pursuant to this Section B2-7.4 shall be a part of his Deferral
Election Form and shall be filed with the Committee on or before the Election Date
for the applicable Plan Year in accordance with Section 3.2. If a Participant
should Separate from Service with SunTrust and its Affiliates before his Designated
Distribution Date(s), any portion of his Account subject to an in-service
distribution election pursuant to this Section B2-7.4 shall be paid in accordance
with Sections B2-7.1 and B2-7.3.






	 	 	 	B2-7.4.2 Sub-Account. The portion of a Participant’s Account to which an
in-service distribution election applies pursuant to this Section B2-7.4 shall be
maintained as a sub-account of the Participant’s Account unless all of the amounts
deferred pursuant to this Plan are subject to an in-service distribution election
with the same Designated Distribution Date. Amounts deferred and not subject to an
in-service distribution election shall be distributed pursuant to Section B2-7.1 or
B2-7.2.






	 	 	B2-7.5 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 Committee, but any change in the
election shall be effective only if the following conditions are satisfied:






	 	 	 	B2-7.5.1 The new election may not take effect until at least twelve (12) months after the
date on which the new election is made;






	 	 	 	B2-7.5.2 In the case of an election to change the time or form of a distribution under
Section B2-7.1 (lump sum payment after Separation from Service), B2-7.2
(installments after Separation from Service), or B2-7.4 (in-service distribution), a
distribution may not be made earlier than at least five (5) years from the date the
distribution would have otherwise been made; and






	 	 	 	B2-7.5.3 In the case of an election to change the time or form of an in-service
distribution under Section B2-7.4, the election must be made at least twelve (12)
months before the date the distribution is scheduled to be paid.





	 	 	 
	B2-7.6
	 	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 Committee shall authorize payment to the Participant’s

Beneficiary of any vested benefits due under the Plan but not paid to

the Participant prior to his death. Payment of the Participant’s

vested Account balance 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).

	B2-7.7
	 	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 Account balance 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).

	B2-7.8
	 	Withdrawals for Unforeseeable Emergency. A Participant may withdraw

all or any portion of his vested Account balance for an Unforeseeable

Emergency. The amounts distributed with respect to an Unforeseeable

Emergency may not exceed the amounts necessary to satisfy such

Unforeseeable Emergency plus amounts 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.








	 	 	 	B2-7.8.1 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.






	 	 	 	B2-7.8.2 Participant Evidence. The Committee 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 B2-7.8. The Committee shall use
uniform and nondiscriminatory standards in reviewing any requests for distributions
to meet an Unforeseeable Emergency. Amounts distributed under this Section B2-7.8
shall be deemed to reduce pro rata the deemed investment in each Investment Fund in
the Participant’s Account.






	 	 	 	B2-7.8.3 Accelerated Payments. A Participant who has commenced receiving
installment payments pursuant to Section B2-7.2 shall receive an accelerated payment
of such installments under this Section B2-7.8.3 to the extent such accelerated
payment does not exceed the amount necessary to meet the Unforeseeable Emergency.





	 	 	 
	B2-7.9
	 	Distribution of Mandatory Deferrals. Unless otherwise elected by a

Participant in accordance with Section 3.2 and the procedures and

distribution rules established by the Committee, the vested portion

of each Mandatory Deferral shall be paid in a lump sum upon the

earlier of: (a) the Specified Date for each Mandatory Deferral set

forth in the Eligible Plan; or (b) the Participant’s Separation from

Service. In the event the Participant’s Separation from Service

occurs before any such Specified Date, the lump sum payment shall be

made in the first quarter of the calendar year immediately following

the year of the Participant’s Separation from Service, subject to the

delay in payment for Key Employees as set forth in Section B2-7.3.

	B2-7.10
	 	Special One-Time Election. Notwithstanding any prior elections or

Plan provisions to the contrary, a Participant who was an employee of

SunTrust and its Affiliates (including on a paid leave of absence)

may have made an election to receive all or a specified portion of

his or her Account pursuant to Section B2-7.1, B2-7.2, or B2-7.4.

Any such election must have become irrevocable on or before December

31, 2008 and must have been made in accordance with the procedures

and distribution rules established by the Committee and the

transition rules under Code section 409A.

	B2-7.11
	 	Pre-2005 Deferrals. Notwithstanding the foregoing, Part B1 of this

Addendum B governs the distribution of amounts that were earned and

vested (within the meaning of Code section 409A and regulations

thereunder) under the Plan prior to 2005 (and earnings thereon) and

are exempt from the requirements of Code section 409A.

	B2-7.12
	 	Effect of Taxation. If a portion of the Participant’s Account

balance is includible in income under Code section 409A, such portion

shall be distributed immediately to the Participant.

	B2-7.13
	 	Permitted Delays. Notwithstanding the foregoing, any payment to a

Participant under the Plan shall be delayed upon the Committee’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 B2-7.13 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 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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