EX-10.12






Exhibit 10.12




OMNIBUS AMENDMENT TO STOCK PLANS MAINTAINED BY

SUNTRUST BANKS, INC.




WHEREAS, SunTrust Banks, Inc. (the “Corporation”) currently maintains a number of stock plans,
many of which were inherited from predecessors as a result of mergers and acquisitions and the
names of which are listed on the Exhibit I appended hereto and incorporated herein by reference;
and



WHEREAS, there may be outstanding grants of stock, options, SARs, restricted stock or some
other form of equity award; and



WHEREAS, the Corporation now considers it desirable to amend the Plans to meet the applicable
requirements of Section 409A of the Internal Revenue Code of 1986 (as amended);



NOW, THEREFORE, BE IT RESOLVED that each of the Plans list on Exhibit I is hereby amended,
effective as of January 1, 2009, to add an Appendix A to read as follows:



APPENDIX A




1. 409A Compliance. To the extent that amounts payable under this Plan are subject to
Internal Revenue Code section 409A, the Plan is intended to comply with such section 409A and
official guidance issued thereunder (collectively, “Section 409A”). Notwithstanding anything
herein to the contrary, the Plan shall be interpreted, operated and administered in a manner
consistent with this intention.



2. Effect on Stock Units and Other Awards Subject to 409A. No provision of the Plan
(including any change in control provisions) shall affect the time or form of payment of any Stock
Unit or other award under the Plan which is subject to Section 409A. And the grantee of a Stock
Unit or other award under the Plan which is subject to Section 409A shall not be permitted to
reduce the number of shares in his award or grant to satisfy the grantee’s tax withholding
obligations.



IN WITNESS WHEREOF, the Corporation has caused this amendment to be executed this
31st day of December, 2008.




SUNTRUST BANKS, INC.



By: /s/ Donna D. Lange

Name: Donna D. Lange

Title: SVP, Corporate Benefits Director





EXHIBIT I



LIST OF STOCK PLANS




As of December 31, 2008




	 
	Name

	 

	SunTrust Banks, Inc. 2000 Stock Plan

	 

	SunTrust Banks, Inc. 1995 Executive Stock Plan

	 

	SunTrust Banks, Inc. 1986 Executive Stock Plan

	 

	1981 Stock Option Plan of Crestar Financial Corporation and Affiliated

Corporations

	 

	Crestar Financial Corporation 1993 Stock Incentive Plan

	 

	Crestar/Citizens Stock Option Plan, Chapters I & II

	 

	Lighthouse Mortgage Corporation 1994 Stock Option Plan

	 

	National Commerce Financial Corporation 2003 Stock and Incentive Plan

	 

	National Commerce Bancorporation 1994 Stock Plan

	 

	National Commerce Financial Corporation Stock Option Gain Deferral and Former

NCB Deferred Compensation Plan

	 

	National Commerce Financial Corporation Amended and Restated Long-Term

Incentive Plan

	 

	Piedmont Bancorp, Inc. Stock Option Plan

	 

	American Federal Bank, FSB Amended and Restated 1988 Stock Option and Incentive

Plan

	 

	1995 Directors Performance Plan of American Federal Bank, FSB

	 

	Stone Street Bancorp, Inc. Stock Option Plan

	 

	SouthBanc Shares, Inc. 1998 Stock Option Plan

	 

	SouthBanc Shares, Inc. 2001 Stock Option Plan

	 

	Perpetual Bank, A Federal Savings Bank 1997 Stock Option Plan (as assumed by

SouthBanc Shares, Inc.)

	 

	GB&T Option Plan

	 







	 
	Prior Plans (no grants outstanding)

	1993 Nonstatutory Stock Option Plan for CCB Savings Bank of Lenoir, Inc., SSB

	 

	1993 Nonstatutory Stock Option Plan for Graham Savings Bank, Inc., SSB

	 

	Security Capital Bancorp

Omnibus Stock Ownership and Long Term Incentive Plan

	 

	Hillsborough Savings Bank, Inc. SSB Management Recognition Plan