EX-10.2






Exhibit 10.2




SUNTRUST BANKS, INC.




SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




Amended and Restated Effective as of




January 1, 2009




1




SUNTRUST BANKS, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




Amended and Restated as of

January 1, 2009




ARTICLE 1

ESTABLISHMENT AND PURPOSE




SunTrust Banks, Inc. hereby amends and restates the SunTrust Banks, Inc. Supplemental
Executive Retirement Plan as last amended and restated effective as of January 1, 2001 in the form
of this SunTrust Banks, Inc. Supplemental Executive Retirement Plan effective as of January 1, 2009
(the “Plan”). Except as otherwise specifically provided in this document, the terms of this Plan
shall apply only to a Participant who terminates employment with SunTrust and all Affiliates after
2004 and has not commenced receiving payment of the benefits under the Plan prior to January 1,
2009. During the period from January 1, 2005 through December 31, 2008, the Plan has operated in
reasonable good faith compliance with Code section 409A and the transitional guidelines set forth
in official IRS guidance. The Plan is maintained to provide a targeted level of post-retirement
income for certain executives of SunTrust and its Affiliates and to supplement the benefits
provided under the SunTrust Banks, Inc. Retirement Plan and the SunTrust Banks, Inc. ERISA Excess
Retirement Plan.



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



2



ARTICLE 2

DEFINITIONS




All capitalized terms used in this Plan and not defined in this document (including an Appendix)
shall have the same meaning as in SunTrust’s Retirement Plan, as amended from time to time. The
following capitalized terms will have the meanings set forth in this Article 2 whenever such
capitalized terms are used throughout this Plan:




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






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






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






	2.4	 	Board means the Board of Directors of SunTrust.






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






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






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






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






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






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






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




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






	2.7	 	Committee means the Compensation Committee of the Board.






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






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






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






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






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






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






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






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






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






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






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






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






	2.20	 	Retirement Plan means the SunTrust Banks, Inc. Retirement Plan as amended and restated at the
relevant time, and any successor plan.






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






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






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






	 	(a)	 	General. SERP Benefit means for each Participant who is designated by the
Committee as eligible for a SERP Benefit under this Plan, the annual benefit that would
have been payable on or after the Participant’s Retirement Date in the form of a life
only annuity which is equal to the following, as applicable:






	 	(1)	 	If a Participant is a Tier 1 Participant, his or her SERP
Benefit is equal to (i) or (ii), whichever is greater, minus (iii), where:






	 	(i)	 	= the Reduction Factor x (60% x his or her SERP
Average Compensation); and






	 	(ii)	 	= 60% x his or her SERP Average Compensation as
of December 31, 2007; and






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






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




	 	(2)	 	If a Participant is a Tier 2 Participant, his or her SERP
Benefit is equal to (i) plus (ii) minus (iii), where:






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






	 	(ii)	 	= the annual benefit which is the Actuarial
Equivalent (as defined in the Retirement Plan) to the amount that would
have been credited to the Personal Pension Account (as defined in the
Retirement Plan), if any, under the Retirement Plan as of such date
absent the limitations of Code section 415 and Code section 401(a)(17)
(“SERP Personal Pension Account”). For purposes of determining the
portion of the Participant’s SERP Benefit attributable to his or her
Personal Pension Account (as defined in the Retirement Plan), if any,
PPA Compensation (as defined in the Retirement Plan) shall include: (a)
the amount of any elective deferrals (for the calendar year in which
earned and not when deferred) from the MIP and any SunTrust functional
incentive plan (or any successor or similar incentive or short-term
bonus plan as determined by the Committee) (“FIP”) deferred into the
SunTrust Banks, Inc. Deferred Compensation Plan, as amended from time
to time (the “Deferred Compensation Plan”); provided, that the amount
of any such FIP or other incentive or short term bonus plan may not
exceed the target MIP amount for that same calendar year for a
similarly structured position; and (b) the amount of any “Mandatory
Deferral” (as defined in the Deferred Compensation Plan) vesting in
such year; provided, that such Mandatory Deferral amount shall not be
included as PPA Compensation in any future year.






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






Provided, that in no event shall the SERP Benefit for a Tier 2 Participant
with an accrued benefit as of December 31, 2007 be less than (iv) or (v),
whichever is greater (the “Tier 2 Minimum Benefit”), minus (vi), where:




	 	(iv)	 	= such Participant’s Tier 2 Frozen Benefit +
(1.75% x his or her SERP Average Compensation x his or her SERP Service
after December 31, 2007 (up to twenty-five (25) years, including the
SERP service at December 31, 2007);






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






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






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





	 	 	 
	A =

B =

	 	such Participant’s annual Social Security benefit at age 65;

such Participant’s annual Retirement Plan benefit, if any;







C = such Participant’s annual benefit under the ERISA Excess Plan, if any;
and


D = such Participant’s annual Other Retirement Arrangement Benefit, if any.




If any benefit payable under A through D is payable in a form other than a
life only annuity or such benefit is payable at a time other than the date
as of which the SERP Benefit is paid, such benefit will be converted to a
life only annuity payable as of the same date as the SERP Benefit using the
actuarial factors then in effect to make such conversions under the
Retirement Plan.




	 	(b)	 	Special Lump Sum Calculation. Notwithstanding the foregoing, this Section
2.23(b) shall apply for purpose of calculating the SERP Benefit payable to or on behalf
of a Participant designated by the Committee and named in Exhibit B attached to
this Plan if the SERP Benefit of such Participant is paid in a lump sum. The amount of
the SERP Benefit payable to or on behalf of such Participant will equal the present
value, determined as described below, of 60% of the Participant’s SERP Average
Compensation less the sum of (A + B + C + D) where,






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






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






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






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






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




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






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






	 	(1)	 	such Participant’s annual base salary actually paid for the
year (disregarding any elective deferrals by such Participant pursuant to any
cafeteria plan under Code section 125 or any qualified plan under Code section
401(k) or any nonqualified plan and any pre-tax reductions for parking); and






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






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






	 	(1)	 	such Participant’s annual base salary actually paid for the
year (disregarding any elective deferrals by such Participant pursuant to any
cafeteria plan under Code section 125 or any qualified plan under Code section
401(k) or any nonqualified plan and any pre-tax reductions for parking); and






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






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






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






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






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






	2.29	 	Vested Date means:






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






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





ARTICLE 3

PARTICIPATION




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



The Committee will designate those executives who are eligible for a SERP Benefit and will also
designate each eligible executive as a Tier 1 Participant or a Tier 2 Participant. After December
31, 2007, an executive who begins participation in this Plan will be a Tier 2 Participant.
Effective January 1, 2009, at the time the Committee designates an executive eligible to
participate in this Plan, the Committee shall specify the applicable formula to calculate such
Participant’s SERP Benefit, including any special SERP Compensation or SERP Service as described in
Sections 2.22 and 2.25.



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



ARTICLE 4

SERP BENEFIT




4.1 Amount.




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






	 	(b)	 	Early Retirement Benefit.






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






	 	(2)	 	Tier 1 Reduction. For purposes of determining the SERP Benefit
payable to a Tier 1 Participant before his or her Retirement Date, the product
of the applicable formula under Section 2.23(a)(1)(i) or (ii) will be reduced
by a fraction, the numerator of which is such Participant’s SERP Service as of
the date he or she terminates employment with SunTrust and Affiliates and the
denominator of which is the SERP Service such Participant would have had if he
or she had continued in employment with SunTrust and Affiliates until such
Participant’s Retirement Date.






	 	(3)	 	Tier 2 Reduction. For purposes of determining the SERP Benefit
payable to a Tier 2 Participant before his or her Retirement Date, the SERP
Benefit accrued under the applicable formula stated in Section 2.23(a)(2)
through such Participant’s termination of employment with SunTrust and all
Affiliates will be reduced by the same early retirement reduction factors that
are used in the Retirement Plan as of December 31, 2007 to reduce the Future
Service Benefit (i.e., 5/12% for each full month by which such Participant’s
early retirement date precedes his or her Retirement Date, except that if the
Participant was hired by SunTrust before July 1, 1990, the reduction is from
the first day of the month on or immediately following the date when such
Participant would have attained age 60); and provided further that the portion
of the SERP Benefit attributable to the SERP Personal Pension Account (if any)
shall be reduced on an Actuarial Equivalent basis.






	 	(4)	 	Designated Participant Reduction. This Subsection 4.1(b)(4)
shall apply only to a Tier 1 Participant who is specifically designated by the
Committee as eligible for the following special retirement reduction (a
“Designated Participant”), instead of the reduction in Section 4.1(b)(2), and
who is listed as a “Designated Participant” on Exhibit E. For purposes
of determining the SERP Benefit payable to such a Designated Participant who
elects early retirement after his or her Vested Date and prior to attaining age
60, the product of the applicable formula under Section 2.23(a)(1)(i) or (ii)
will be reduced by a fraction, the numerator of which is such Participant’s
SERP Service as of his or her early retirement date and the denominator of
which is the SERP Service such Participant would have completed if he or she
had continued in employment with SunTrust and Affiliates until such
Participant’s Retirement Date, and then further reduced by a factor of 5/12%
for each full calendar month by which such Participant’s early retirement date
precedes the date he or she would attain age 60.






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






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





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




	4.3	 	Survivor Benefit.






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






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






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






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






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






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






	 	(ii)	 	If the Annuity Commencement Date is before the
date the Tier 1 Participant would have reached age 60, or if the
Participant is a Tier 2 Participant, then the amount determined in Step
One, as reduced in Step Two (i) above, if applicable, will be reduced
further by the same early retirement reduction factors that are used in
the Retirement Plan to reduce the Future Service Benefit (i.e., 5/12%
for each full month by which such Participant’s early retirement date
precedes his or her Annuity Commencement Date, except that in the case
of a Participant who was hired by SunTrust before July 1, 1990, the
reduction is from the first day of the month on or immediately
following the date when such Participant would have attained age 60).






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






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






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






	 	(ii)	 	For a Tier 2 Participant, convert to a 50%
joint and survivor annuity payable monthly as of the Annuity
Commencement Date based on the ages the surviving spouse and such
Participant would have attained as of the Annuity Commencement Date.






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






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






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






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






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






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






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




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






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






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





ARTICLE 5

OTHER RETIREMENT ARRANGEMENT BENEFIT




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



ARTICLE 6

FORFEITURE




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



ARTICLE 7

SOURCE OF BENEFIT PAYMENTS




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



ARTICLE 8

NOT A CONTRACT OF EMPLOYMENT




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



ARTICLE 9

NO ALIENATION OR ASSIGNMENT




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



ARTICLE 10

ERISA




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



ARTICLE 11

AMENDMENT AND TERMINATION





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






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




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





ARTICLE 12

ADMINISTRATION





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






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






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





ARTICLE 13

CHANGE IN CONTROL





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






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






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






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






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






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






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






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






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






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






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






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






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






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






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






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






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






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






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






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






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






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






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






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






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






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






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






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






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






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






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






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






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






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






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






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






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






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






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






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






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






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






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






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




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






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





ARTICLE 14

MISCELLANEOUS





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






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






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






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






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






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






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




3









ARTICLE 15

EXECUTION




IN WITNESS WHEREOF, SunTrust has caused this amended and restated Plan to be executed by its
duly authorized officer to evidence its adoption hereof effective as of January 1, 2009.



SUNTRUST BANKS, INC.



By: /s/ Donna D. Lange

Title: SVP, Corporate Benefits Director




Date:  December 31, 2008



(SEAL)



4




Exhibit A




SUNTRUST BANKS, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

EFFECTIVE AS OF JANUARY 1, 2009




Section 2.14, Other Retirement Arrangement




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




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






	 	•	 	National Commerce Financial Corporation Retirement Plan including any predecessor plan.






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





5




Exhibit B




SUNTRUST BANKS, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2009




Section 2.23(b), Special Lump Sum Calculation




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




	 	•	 	L. Phillip Humann






	 	•	 	James M. Wells III





6




Exhibit C




SUNTRUST BANKS, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

EFFECTIVE AS OF JANUARY 1, 2009




Sections 2.27 and 2.28, Tier 1 and Tier 2 Participants




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



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Benefit Service	 	 
	Name	 	Formula	 	Participation Date	 	Start Date	 	Special Features
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	n Special lump sum
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(PBGC)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	n Special early
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	retirement reduction (service prorate,
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	5% from age 60)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	n 100% vested on
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	2/1/2000, regardless of age and service
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	n Restricted Stock
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	substituted for PUPin 2003 – 2005
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	cycle
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	n Effective 1/1/2005,
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	PUPis limited to 2004 level (target,
	Phillip L. Humann
	 	Tier 1	 	 	 	 	 	Hire	 	minimum, maximum)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	n Special lump sum
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	(PBGC)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	n Special early
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	retirement reduction (service prorate,
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	5% from age 60)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	n 100% vested on
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	2/1/2000, regardless of age and service
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	n Restricted Stock
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	substituted for PUPin 2003 – 2005
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	cycle
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	n Effective 1/1/2005,
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	PUPis limited to 2004 level (target,
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	minimum, maximum)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	n Notwithstanding any
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	elections or provisions to the contrary
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	in this Plan or any Other Retirement
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Arrangement, the entire amount of the
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	SERPBenefit under the Plan shall be
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	subject to Code section 409A (no
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Grandfathered Amounts in this Plan or
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	any Other Retirement Arrangement) and
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	shall be equal to the greater of:  (a)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Tier 1 SERPBenefit or (b) Crestar SERP
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	benefit.  Such amount shall be paid in
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	a lump sum in accordance with Article
	James M. Wells III
	 	Tier 1	 	 	1/1/2001	 	 	Hire	 	 	4.	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Notwithstanding any provisions to the
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	contrary in this Plan or any Other
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Retirement Arrangement, the entire
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	amount of the SERPBenefit shall be
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	subject to Code section 409A (no
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Grandfathered Amounts in this Plan or
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	any Other Retirement Arrangement) and
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	shall be the greater of:  (a) Tier 2
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	SERPBenefit or (b) Crestar SERP
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	benefit.  Such amount shall be paid in
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	a lump sum in accordance with the
	Charles T. Hill
	 	Tier 2	 	 	1/1/2001	 	 	Hire	 	participant's elections.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Dennis M. Patterson
	 	Tier 2	 	 	1/1/2001	 	 	Hire	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	William H. Rogers,
Jr.
	 	Tier 2	 	 	1/1/2001	 	 	Hire	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	E. Jenner Wood, III
	 	Tier 2	 	 	1/1/2001	 	 	Hire	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sterling Edmunds,
Jr.
	 	Tier 2	 	 	8/13/2002	 	 	Hire	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Timothy E. Sullivan
	 	Tier 2	 	 	1/7/2003	 	 	Hire	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Raymond D. Fortin
	 	Tier 2	 	 	11/8/2004	 	 	Hire	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	David F. Dierker
	 	Tier 2	 	 	11/8/2004	 	 	Hire	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mark A. Chancy
	 	Tier 2	 	 	11/8/2004	 	 	Hire	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Thomas G. Kuntz
	 	Tier 2	 	 	11/8/2004	 	 	Hire	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Gay O. Abbott
	 	Tier 2	 	 	8/9/2005	 	 	Hire	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Frances L. Breeden
	 	Tier 2	 	 	2/14/2006	 	 	Hire	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Thomas E. Freeman
	 	Tier 2	 	 	2/14/2006	 	 	Hire	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






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



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Benefit Service	 	 
	Name	 	Formula	 	Participation Date	 	Start Date	 	Special Features
	
 
	 	 	 	 	 	 	 	n

NCF SERP

(before offsets) is

a minimum to the

Tier 2 SERP minus

PIA (before other

offsets).

n

Tier 2 SERP

benefit is offset

by NCF SERP

benefit.

n

NCF SERP

earnings (base plus

bonus paid) will be

used for years

prior to 2005.

n

SunTrust SERP

earnings (base plus

bonus earned) will

be used for years

after 2004.

n

2005 is a

transition year for

earnings.

Depending on which

calculation

produces the larger

FAE, either the

2004 or 2005

earnings will be

adjusted as

follows:
	William L. Reed, Jr.

	 	Tier 2
	 	1/1/2005
	 	8/1/2001
	 	3⁄4

2004 earnings

will be NCF SERP

earnings (2004 base

plus 2004 bonuses

paid) plus 2005 MIP

paid, or

3⁄4

2005 earnings

will be SunTrust

SERP earnings (2005

base plus 2005 MIP

earned) plus 2005

MIP paid.
	 

	 	 
	 	 
	 	 
	 	 






7




Exhibit D




SUNTRUST BANKS, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

EFFECTIVE AS OF JANUARY 1, 2009




Section 2.29(a), Special Vested Date




The Committee designated the Participants listed below as being 100% vested in their SERP
Benefits.




	 	•	 	L. Phillip Humann






	 	•	 	James M. Wells III





8




Exhibit E




SUNTRUST BANKS, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

EFFECTIVE AS OF JANUARY 1, 2009




Sections 4.1(b)(4) and 4.3(c)(2)(iii), Designated Participant Reduction




The Committee designated the Participants listed below as eligible for the special retirement
reduction described in Section 4.1(b)(4) and in Section 4.3(c)(2)(iii):




	 	•	 	L. Phillip Humann






	 	•	 	James M. Wells III






9