EX-10.5






Exhibit 10.5




SUNTRUST BANKS, INC.




401(k) EXCESS PLAN




1




Amended and Restated Effective

as of January 1, 2009

SUNTRUST BANKS, INC.

401(K) EXCESS PLAN




AMENDED AND RESTATED EFFECTIVE

AS OFJANUARY 1, 2009




Table of Contents




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Page
	INTRODUCTION
	 	 	 	 	 	 	 	 	 	 	1	 
	ARTICLE 1
	 	DEFINITIONS	 	 	 	 	 	 	 	 
	1.1
	 	Account	 	 	 	 	 	 	2	 
	1.2
	 	ANEX Plan	 	 	 	 	 	 	2	 
	1.3
	 	ANEX Plan Frozen Balance	 	 	 	 	 	 	2	 
	1.4
	 	Beneficiary	 	 	 	 	 	 	2	 
	1.5
	 	Beneficiary Designation Form	 	 	 	 	 	 	3	 
	1.6
	 	Board	 	 	 	 	 	 	3	 
	1.7
	 	Cause	 	 	 	 	 	 	3	 
	1.8
	 	Code	 	 	 	 	 	 	4	 
	1.9
	 	Compensation Committee	 	 	 	 	 	 	4	 
	1.10
	 	Deferral Election Form	 	 	 	 	 	 	4	 
	1.11
	 	Disabled	 	 	 	 	 	 	4	 
	1.12
	 	Election Date	 	 	 	 	 	 	4	 
	 
	 	(a)Performance Based Compensation	 	 	 	 	 	 	5	 
	 
	 	(b)Newly Eligible Employee	 	 	 	 	 	 	5	 
	 
	 	(c)No Commencement after Promotion	 	 	 	 	 	 	5	 
	1.13
	 	Eligible Compensation	 	 	 	 	 	 	5	 
	1.14
	 	Eligible Employee	 	 	 	 	 	 	6	 
	1.15
	 	Employer Stock	 	 	 	 	 	 	6	 
	1.16
	 	Excess Plan	 	 	 	 	 	 	6	 
	1.17
	 	Excess Plan Frozen Balance	 	 	 	 	 	 	6	 
	1.18
	 	401(k) Plan	 	 	 	 	 	 	6	 
	1.19
	 	Investment Fund	 	 	 	 	 	 	7	 
	1.20
	 	Key Employee	 	 	 	 	 	 	7	 
	1.21
	 	Participant	 	 	 	 	 	 	7	 
	1.22
	 	Plan Year	 	 	 	 	 	 	7	 
	1.23
	 	Separation from Service	 	 	 	 	 	 	7	 
	1.24
	 	Valuation Date	 	 	 	 	 	 	7	 
	ARTICLE 2
	 	DEFERRAL ELECTION	 	 	 	 	 	 	 	 
	2.1
	 	Election	 	 	 	 	 	 	8	 
	2.2
	 	When Operative	 	 	 	 	 	 	8	 
	ARTICLE 3
	 	CONTRIBUTIONS	 	 	 	 	 	 	 	 
	3.1
	 	Elective Contributions Made After June 30, 1999	 	 	 	 	 	 	9	 
	3.2
	 	Default Investment for Elective Contributions Made After June 30, 1999	 	 	 	 	 	 	9	 
	3.3
	 	Excess Plan Frozen Balance	 	 	 	 	 	 	9	 
	3.4
	 	ANEX Plan Frozen Balance	 	 	 	 	 	 	9	 
	3.5
	 	Matching Contributions made after June 30, 1999	 	 	 	 	 	 	10	 
	3.6
	 	Other Contributions after June 30, 1999	 	 	 	 	 	 	10	 
	3.7
	 	No Actual Investment Required	 	 	 	 	 	 	10	 
	3.8
	 	Compliance with Securities Laws	 	 	 	 	 	 	10	 
	ARTICLE 4
	 	ALLOCATIONS TO ACCOUNTS	 	 	10	 	 	 	 	 
	4.1
	 	Distributions and Forfeitures	 	 	 	 	 	 	11	 
	4.2
	 	Elective Contributions	 	 	 	 	 	 	11	 
	4.3
	 	Matching Contributions	 	 	 	 	 	 	11	 
	 
	 	(a)Crediting Date	 	 	 	 	 	 	11	 
	 
	 	(b)Adjustment Process	 	 	 	 	 	 	11	 
	4.4
	 	Other Contributions	 	 	 	 	 	 	12	 
	4.5
	 	Earnings	 	 	 	 	 	 	12	 
	4.6
	 	True-Up Matching Contributions	 	 	 	 	 	 	12	 
	ARTICLE 5
	 	VESTING	 	 	 	 	 	 	 	 
	5.1
	 	Generally	 	 	 	 	 	 	13	 
	5.2
	 	Exception	 	 	 	 	 	 	13	 
	ARTICLE 6
	 	DISTRIBUTIONS	 	 	 	 	 	 	 	 
	6.1
	 	Normal Form of Payment and Commencement	 	 	 	 	 	 	13	 
	6.2
	 	Alternate Form of Payment Election	 	 	 	 	 	 	13	 
	 
	 	(a)Procedure for Installment Election	 	 	 	 	 	 	14	 
	 
	 	(b)Cash-Out	 	 	 	 	 	 	14	 
	6.3
	 	Key Employee Delay	 	 	 	 	 	 	14	 
	6.4
	 	Subsequent Deferral Election	 	 	 	 	 	 	14	 
	6.5
	 	Payment of Death Benefit	 	 	 	 	 	 	15	 
	6.6
	 	Disability	 	 	 	 	 	 	15	 
	6.7
	 	Withdrawals for Unforeseeable Emergency	 	 	 	 	 	 	15	 
	 
	 	(a)Definition	 	 	 	 	 	 	16	 
	 
	 	(b)Participant Evidence	 	 	 	 	 	 	16	 
	 
	 	(a)Accelerated Payments	 	 	 	 	 	 	16	 
	6.8
	 	Special One-Time Election	 	 	 	 	 	 	16	 
	6.9
	 	Pre-2005 Deferrals	 	 	 	 	 	 	17	 
	6.10
	 	Effect of Taxation	 	 	 	 	 	 	17	 
	6.11
	 	Permitted Delays	 	 	 	 	 	 	17	 
	ARTICLE 7
	 	CHANGE IN CONTROL	 	 	 	 	 	 	 	 
	7.1
	 	Purpose	 	 	 	 	 	 	17	 
	7.2
	 	Definitions	 	 	 	 	 	 	17	 
	 
	 	(a)Affiliate	 	 	 	 	 	 	17	 
	 
	 	(b)Change in Control	 	 	 	 	 	 	18	 
	7.3
	 	Benefit Calculation	 	 	 	 	 	 	19	 
	7.4
	 	Amendment Restrictions	 	 	 	 	 	 	19	 
	ARTICLE 8
	 	PLAN ADMINISTRATION	 	 	 	 	 	 	 	 
	8.1
	 	General Administration	 	 	 	 	 	 	20	 
	8.2
	 	Responsibility of Administrator	 	 	 	 	 	 	20	 
	8.3
	 	Books, Records and Expenses	 	 	 	 	 	 	21	 
	8.4
	 	Compensation	 	 	 	 	 	 	21	 
	8.5
	 	Indemnification	 	 	 	 	 	 	21	 
	8.6
	 	Claims	 	 	 	 	 	 	21	 
	ARTICLE 9
	 	MISCELLANEOUS	 	 	 	 	 	 	 	 
	9.1
	 	Construction	 	 	 	 	 	 	22	 
	9.2
	 	Severability	 	 	 	 	 	 	22	 
	9.3
	 	No Alienation or Assignment	 	 	 	 	 	 	23	 
	9.4
	 	Incapacity of Recipient	 	 	 	 	 	 	23	 
	9.5
	 	No Participation Rights or Contract of Employment	 	 	 	 	 	 	23	 
	9.6
	 	Nonqualified Plan	 	 	 	 	 	 	23	 
	9.7
	 	Unfunded Plan	 	 	 	 	 	 	24	 
	 
	 	(a)Trust	 	 	 	 	 	 	24	 
	 
	 	(b)ANEX	 	 	 	 	 	 	24	 
	9.8
	 	Right to Amend or Terminate Plan	 	 	 	 	 	 	25	 
	 
	 	(a)Distribution of Accounts	 	 	 	 	 	 	25	 
	 
	 	(b)409A Requirements	 	 	 	 	 	 	25	 
	9.9
	 	Taxes25	 	 	 	 	 	 	 	 
	9.10
	 	Binding Effect	 	 	 	 	 	 	26	 
	9.10
	 	Governing Law	 	 	 	 	 	 	26	 
	ADDENDUM A
	 	History of Revised Plan Provisions	 	 	 	 	 	 	A-1	 
	ADDENDUM B
	 	Grandfathered Amounts	 	 	 	 	 	 	B-1	 








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SunTrust Banks, Inc. 401(k) Excess Plan

Amended and Restated Effective

as of January 1, 2009




Introduction




SunTrust Banks, Inc. (the “Corporation”) has adopted and currently sponsors the SunTrust Banks,
Inc. 401(k) Plan, as amended and restated effective January 1, 2006 and as it may be subsequently
amended (the “401(k) Plan”). In accordance with the provisions of Sections 401(a)(17), 402(g) and
415(c) of the Internal Revenue Code of 1986, as amended (the “Code”), the 401(k) Plan is limited in
its capacity to allow elective contributions and to provide matching contributions on behalf of
certain highly compensated employees.



The Corporation has also adopted and currently sponsors the SunTrust Banks, Inc. 401(k) Excess
Plan, amended and restated January 1, 1999 and subsequently amended (the “Excess Plan”), in order
to provide benefits not otherwise permitted to be provided under the 401(k) Plan due to the
limitations of Sections 401(a)(17), 402(g) and 415(c) of the Code to a “select group of management
or highly compensated employees” of the Corporation and its Affiliates within the meaning of
sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.



The Excess Plan was last restated with subsequent amendments adopted through July 1, 1999. The
Excess Plan is being amended and restated in this document, effective as of January 1, 2009, in
order to comply with Code Section 409A and official guidance issued thereunder (except with respect
to amounts covered by Addendum B). Notwithstanding any other provision of the Excess Plan,
the Excess Plan shall be interpreted, operated and administered in a manner consistent with this
intention.



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ARTICLE 1

Definitions




Unless otherwise defined in this Excess Plan or unless the context in the Excess Plan clearly
indicates another meaning, any defined terms in the 401(k) Plan that are used in the Excess Plan
are hereby incorporated by reference into this Excess Plan.




	1.1	 	Account means the bookkeeping account that is established for each Participant and used to
measure his benefit under this Excess Plan. Each Participant’s Account is comprised of the
undistributed amount, if any, of (a) the Participant’s Excess Plan Frozen Balance or ANEX Plan
Frozen Balance; (b) elective contributions, Employer matching contributions and any other
contributions made to this Excess Plan after June 30, 1999, as described in Article 4 herein;
and (c) any earnings, gains or losses on such frozen balances and contributions. A
Participant’s Account shall be utilized solely as a device for the determination and
measurement of the amounts to be paid to the Participant pursuant to this Excess Plan. A
Participant’s Account shall not constitute or be treated as a trust fund of any kind.






	1.2	 	ANEX Plan means the defined contribution portion of the Crestar Additional Nonqualified
Executive Plan, which was merged into the Excess Plan, effective as of July 1, 1999.






	1.3	 	ANEX Plan Frozen Balance means with respect to an individual who was a participant in the
ANEX Plan as of June 30, 1999, the balance in his ANEX Plan Account as of June 30, 1999, as
adjusted thereafter for any additional earnings, gains, losses and distributions. No
additional contributions may be made to the ANEX Plan Frozen Balance after June 30, 1999.






	1.4	 	Beneficiary means the person or entity entitled to receive any benefits payable under this
Excess 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
Compensation Committee or its delegate. If the Compensation





4






 Committee or its delegate
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.







	1.5	 	Beneficiary Designation Form means the form that a Participant uses to name his Beneficiary
or Beneficiaries.





1.6 Board means the Board of Directors of the Corporation.




	1.7	 	Cause means for purposes of this Plan and as determined by the Compensation 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 the Corporation or an Affiliate:






	 	(a)	 	the Participant’s willful and continued failure to perform his job duties in a
satisfactory manner after written notice from the Corporation 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 the Corporation or the Code of Conduct of an Affiliate;






	 	(d)	 	the Participant’s engagement in an act that materially damages or materially
prejudices the Corporation or an Affiliate or the Participant’s engagement in
activities materially damaging to the property, business or reputation of the
Corporation 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 the
Corporation, any Affiliate and their regulatory agencies, if such failure
continues

5


after written notice from the Corporation 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 the
Corporation or an Affiliate.




Notwithstanding anything herein to the contrary, if a Participant is subject to the terms of
a change in control agreement with the Corporation (the “Change in Control Agreement”) at
the time of his termination of employment with the Corporation 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.



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




	1.9	 	Compensation Committee means the Compensation Committee of the Corporation’s Board.






	1.10	 	Deferral Election Form means the form that a Participant uses to elect to defer a percentage
of his Eligible Compensation into his Excess Plan Account.






	1.11	 	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 the Corporation’s Long-Term Disability Plan.






	 	1.12	 	Election Date generally means the date by which an Eligible Employee must
submit a valid Deferral Election Form for a Plan Year. The Election Date for each type
of Eligible Compensation shall be such date, as determined by the Compensation
Committee, in its discretion, that is on or before last day of the calendar year before
the year that any services are provided related to such type of Eligible
Compensation.





6






(a) Performance Based Compensation. Notwithstanding the foregoing,
if the Administrator determines that any type of Eligible Compensation qualifies as
“performance-based compensation” under Code Section 409A, the Administrator may provide
that the Election Date shall occur at such later time, up until the date six (6) months
before the end of the performance period as permitted by the Administrator.







	 	(b)	 	Newly Eligible Employee. If an individual becomes an Eligible Employee after
the Election Date for a Plan Year has passed, the Administrator has sole discretion to
determine whether such individual may submit a Deferral Election Form with respect to
any portion of Eligible Compensation for that Plan Year. If allowed to participate,
such individual shall have an Election Date that is no more than thirty (30) days after
such individual is first eligible to participate in the Excess Plan as permitted under
Treas. Reg. § 1.409A-2(a)(7) (or any other applicable guidance issued thereunder). In
the event of an initial eligibility deferral election under this Section 1.12(b), the
Deferral Election Form shall apply only to the portion of such Eligible Compensation
earned for services performed after such Election Date.






	 	(c)	 	No Commencement after Promotion. If an employee initially becomes an Eligible
Employee for purposes of this Excess Plan after the Election Date for a Plan Year has
passed, but may not become a Participant in this Excess Plan pursuant to Section
1.12(b), he may not participate in this Excess 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 Administrator.






1.13 Eligible Compensation means, for purposes of the Excess Plan, Eligible Compensation as
defined in the 401(k) Plan, from time to time, determined without regard to Code Section
401(a)(17) and modified in accordance with the provisions of Section 2.2 of this Excess
Plan. Effective January 1, 2006, for any Participant who retires or terminates employment
with the Corporation and its Affiliates after December 31, 2005, unless otherwise excepted
by the Administrator, Eligible Compensation shall be limited to two times the annual
compensation limit for qualified

7


plans under Code Section 401(a)(17), as adjusted
annually for increases in the cost-of-living.




	1.14	 	Eligible Employee means, for each Plan Year, a management or highly compensated employee
whose Elective Contributions and Matching Contributions under the 401(k) Plan are limited (a)
because his Eligible Compensation under the 401(k) Plan is limited by the compensation
limitations of Code Section 401(a)(17); (b) due to the limitations of Code Section 402(g) on
Elective Contributions under the 401(k) Plan; or (c) due to the dollar amount limitation on
annual additions of Code Section 415(c)(1)(A), and who is designated by the Administrator as
an Eligible Employee for that Plan Year under this Excess Plan. An individual shall cease to
be an Eligible Employee on the first to occur of (a) his termination of employment, (b) a
determination by the Administrator that he is no longer a management or highly compensated
employee, or (c) a determination by the Administrator, in its sole discretion, that he is no
longer eligible to participate in the Excess Plan; provided, however, in no event shall any
such determination by the Administrator cancel an irrevocable deferral election under the
Excess Plan. The Administrator shall have sole discretion to resolve any disputes regarding
eligibility under this Excess Plan.





1.15 Employer Stock means the Corporation’s common stock.




	1.16	 	Excess Plan means the SunTrust Banks, Inc. 401(k) Excess Plan as described in this document
as amended from time to time.






	1.17	 	Excess Plan Frozen Balance means with respect to an individual who was a participant in the
SunTrust Banks, Inc. 401(k) Excess Plan as of June 30, 1999, the balance in his Excess Plan
Account as of June 30, 1999, as adjusted thereafter for any additional earnings, gains, losses
and distributions. No additional contributions may be made to the Excess Plan Frozen Balance
after June 30, 1999.






	1.18	 	401(k) Plan means the SunTrust Banks, Inc. 401(k) Plan, as amended and restated effective
January 1, 2006, and subsequently amended.





8






1.19 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. Unless the Administrator
announces otherwise, the Excess Plan’s Investment Funds are the same as the investment options
that are available under the 401(k) Plan, excluding Employer Stock.







	1.20	 	Key Employee means an employee treated as a “specified employee” as of his Separation from
Service under Code Section 409A(a)(2)(B)(i) (i.e., a key employee (as defined in Code Section
416(i) without regard to Section (5) thereof)) if the common stock of the Corporation 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
12-month period beginning on the April 1 following the identification date.






	1.21	 	Participant means an individual who has an Account in this Excess Plan. An individual ceases
to be a Participant when his entire benefit under the Excess Plan has been distributed or
forfeited.





1.22 Plan Year means the calendar year.




	1.23	 	Separation from Service or Separate from Service means a “separation from service” within the
meaning of Code Section 409A.





9




1.24 Valuation Date means the last business day of each Plan Year and such other dates as the

Administrator may determine from time to time. For purposes of benefit distributions under the

Excess Plan, the Valuation Date for a distribution shall be the last date (commonly referred to as

the “payroll cutoff date”) by which the Account must be valued in order to have the distribution of

all or part of an Account paid on the following payroll date.ARTICLE 2

Deferral Election





	2.1	 	Election. An Eligible Employee who wishes to become a Participant in this Excess Plan must
file an initial Deferral Election Form on or before the Election Date for a Plan Year,
designating the amount of elective contribution to be made to his Account for the Plan Year,
which shall be expressed as a whole percentage of his Eligible Compensation (between one
percent (1%) and twenty percent (20%) unless otherwise announced by the Administrator – see
Addendum A for history of percentages in prior Plan Years) for the Plan Year. If an
Eligible Employee files a Deferral Election Form by the Election Date but fails to designate a
contribution rate, his contribution rate for the Plan Year shall be the same rate, if any,
that he has elected under the 401(k) Plan as of the Election Date. A deferral election under
this Section 2.1 shall become irrevocable once the deadline for filing such elections has
expired. A Participant may modify or revoke his deferral election for a subsequent Plan Year
in writing to the Administrator on or before the Election Date for the relevant Plan Year.





10




2.2 When Operative. For each Plan Year, a Deferral Election Form shall become operative and shall

apply to Eligible Compensation payable after the earlier of: (a) the date the Eligible Employee’s

Elective Contributions under the 401(k) Plan equal the Code Section 402(g) limit; or (b) the date

the Eligible Employee’s Eligible Compensation under the 401(k) Plan exceeds the Code Section

401(a)(17) limit.ARTICLE 3

Contributions





	3.1	 	Elective Contributions Made After June 30, 1999. Each Participant must make an initial
election to allocate that portion of his Account attributable to elective contributions made
under this Excess Plan after June 30, 1999 among the Investment Funds in increments of one
percent (1%). A Participant’s initial election shall be a part of his first Deferral Election
Form and shall be filed with the Administrator on or before the relevant Election Date.
Thereafter, a Participant may elect to reallocate that portion of his Account attributable to
elective contributions made after June 30, 1999 among the Investment Funds on a quarterly or
other basis, as determined by the Administrator in its discretion, and pursuant to the
administrative procedures established by the Administrator.






	3.2	 	Default Investment for Elective Contributions Made After June 30, 1999. If a Participant
fails to make an initial election pursuant to Section 3.1, his elective contributions made
after June 30, 1999 to this Excess Plan shall be deemed to be invested in an Investment Fund
selected by the Administrator that primarily invests in fixed income investments with shorter
average maturities than other Investment Funds.






	3.3	 	Excess Plan Frozen Balance. That portion of a Participant’s Account attributable to the
Participant’s Excess Plan Frozen Balance shall be deemed at all times to be invested in
Employer Stock.






	3.4	 	ANEX Plan Frozen Balance. A Participant’s ANEX Plan Frozen Balance shall remain invested in
the Investment Funds pursuant to the Participant’s investment election under the ANEX Plan as
in effect on June 30, 1999. For Plan Years beginning after December 31, 1999, a Participant
may reallocate his ANEX Plan Frozen Balance among the Investment Funds on a quarterly or other
basis pursuant to the administrative procedures established by the Administrator.





11





3.5
Matching Contributions made after June 30, 1999. That portion of a Participant’s Account
attributable to Employer matching contributions made after June 30, 1999 shall be deemed at
all times to be invested in Employer Stock, except, effective January 1, 2002, as provided in
Section 4.3 for Employer matching contributions that are tentatively credited to a
Participant’s Account.







	3.6	 	Other Contributions after June 30, 1999. In the event the Administrator should determine, in
its discretion, to allow any other contributions to the Excess Plan, the Administrator shall
maintain records of the type and amount of such contributions, the Participants to whom such
contributions are to be allocated, and the Investment Funds in which such contributions shall
be deemed to be invested.






	3.7	 	No Actual Investment Required. Notwithstanding the preceding Sections of this Article 3,
this Excess Plan shall remain an unfunded plan and the description of Employer Stock and
Investment Funds in this Article 3, including any election rights of a Participant, shall not
obligate the Corporation to set aside any funds or to make any actual investments pursuant to
this Excess Plan.






	3.8	 	Compliance with Securities Laws. Notwithstanding the foregoing provisions of this Article 3,
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 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 4

Allocations to Accounts





	 	 	A            Participant’s benefit under this Excess Plan is equal to the vested balance of his Account.
As of each Valuation Date, amounts shall be allocated to and charged against each
Participant’s Account in accordance with this Article 4.





12






4.1 Distributions and
Forfeitures. Each Participant’s Account will be reduced by any distributions made under
Article 6 and by any forfeitures pursuant to Section 5.2.







	4.2	 	Elective Contributions. Subject to the limits on Eligible Compensation, each Participant’s
Account shall be credited with elective contributions in accordance with the Participant’s
Deferral Election Form. Elective contributions shall be credited to the Participant’s Account
as of the dates that the Eligible Compensation would otherwise have been paid to the
Participant but for deferral pursuant to this Excess Plan.






	4.3	 	Matching Contributions. Subject to the limits on Eligible Compensation, each Participant’s
Account shall be credited with Employer matching contributions based on the rate of Matching
Contribution in effect under the 401(k) Plan at the relevant time and the amount of Eligible
Compensation that is deferred under this Excess Plan in accordance with the Participant’s
Deferral Election Form and subject to adjustments by the Administrator.






	 	(a)	 	Crediting Date. Matching contributions under this Excess Plan shall be
credited to Participants’ Accounts as of the dates that Matching Contributions are made
to the 401(k) Plan or such other times as the Administrator may determine in its sole
discretion.






(b) Adjustment Process. For any Plan Year beginning on and after January 1, 2002,
the Administrator may determine in its sole discretion that Employer matching
contributions for the Plan Year under this Excess Plan shall be subject to a
year-end or more frequent adjustment process. For any such year in which the
adjustment process is in effect, matching contributions under this Excess Plan shall
be tentatively credited to Participants’ Accounts and shall be deemed to be invested
in a money market fund or other Investment Fund selected by the Administrator that
provides fixed earnings until the adjustment process is complete. At the end of the
Plan Year or other more frequent adjustment interval, the Administrator, in its sole
and complete discretion, may reduce matching contributions for any Participant whose
matching contributions exceed the maximum permissible amount

13


determined by the
Administrator for the Plan Year or other interval. Any excess matching
contributions shall be deemed to be forfeited.




	4.4	 	Other Contributions. Any other contributions to the Excess Plan pursuant to Section 3.6
shall be allocated to the Account of each Participant who, as determined by the Administrator
in its sole discretion, is eligible to receive an allocation of such contributions.






	4.5	 	Earnings. Each Participant’s Account will be credited with earnings or charged with losses
based on the performance of each Investment Fund and, if applicable, Employer Stock, as though
the Participant’s Account were actually invested in such Investment Fund or Employer Stock at
such times as determined by the Administrator, but not less frequently than as of the last
Valuation Date of each Plan Year. Earnings and losses will continue to be credited or charged
to the Participant’s Account in accordance with the preceding sentence until the Valuation
Date immediately preceding the date of distribution of Excess Plan benefits or the date of
forfeiture. The amount of such deemed investment gain or loss shall be determined by the
Administrator and such determinations shall be final and conclusive upon all concerned.





14




4.6 True-Up Matching Contributions. Effective January 1, 2007, the Administrator, in its sole and

complete discretion, may for any Plan Year direct the Employers to make True-Up Matching

Contributions as soon as practicable after the end of the Plan Year. Beginning in the 2007 Plan

Year, unless the Administrator decides otherwise and notifies Participants before the beginning of

any Plan Year, each Participant who defers the statutory maximum under the 401(k) Plan, and who

also elects to defer Eligible Compensation other than salary to the SunTrust Banks, Inc. Deferred

Compensation Plan (the “Deferred Compensation Plan”) for the Plan Year and has any Mandatory

Deferrals (as defined in the Deferred Compensation Plan) vesting in such Plan Year, will receive a

True-Up Matching Contribution for such deferrals, subject to the annual Compensation Limit

described in Section 2.2.ARTILCE 5

Vesting





	5.1	 	Generally. Except as provided in Section 4.3 with respect to excess matching contributions
which are deemed a forfeiture and in Section 5.2, a Participant’s interest in his benefit
under the Excess Plan is one hundred percent (100%) vested and nonforfeitable at all times.






	5.2	 	Exception. A Participant and his Beneficiary shall completely forfeit that portion of his
benefit under the 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 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 5.2 shall not apply to any Participant to whom Article 7 applies or to any ANEX
Plan Frozen Balance.





ARTICLE 6

Distributions





	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 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.






	6.2	 	Alternate Form of Payment Election. A Participant who does not wish to have his benefit
under this Excess Plan paid in a lump sum pursuant to Section 6.1 may elect on a Deferral
Election Form to have the portion of his Account related to amounts deferred





15






 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.







	 	(a)	 	Procedure for Installment Election. A Participant’s election to receive
installment payments of the portion of his Account described above in Section 6.2 shall
be made on such forms, written or electronic, as may be provided by the Administrator
and shall not be effective until received and approved by the Administrator 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.






	 	(b)	 	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
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 6.3.






	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.






	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





16






 Committee, but any
change in the election 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 6.1 (lump sum payment after Separation from Service) or 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






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






	6.5	 	Payment of Death Benefit. Notwithstanding any elections by the Participant or provisions of
the Excess Plan to the contrary, if a Participant dies at any time (including after his
Separation from Service), the Administrator shall authorize payment to the Participant’s
Beneficiary of any vested benefits due under the 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).






	6.6	 	Disability. Notwithstanding any elections by a Participant or provisions of the 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).






	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





17






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






	 	(c)	 	Accelerated Payments. A Participant who has commenced receiving installment
payments pursuant to Section 6.2 shall receive an accelerated payment of such
installments under this Section 6.7(c) to the extent such accelerated payment does not
exceed the amount necessary to meet the Unforeseeable Emergency.






	6.8	 	Special One-Time Election. Notwithstanding any prior elections or 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 6.1 and 6.2. Any such election must have
become irrevocable on or before December 31, 2008 and must





18






 have been made in accordance
with the procedures and distribution rules established by the Administrator and the transition
rules under Code Section 409A.







	6.9	 	Pre-2005 Deferrals. Notwithstanding the foregoing, Addendum B governs the
distribution of amounts that were earned and vested (within the meaning of Code Section 409A
and regulations thereunder) under the Excess Plan prior to 2005 (and earnings thereon) and are
exempt from the requirements of Code Section 409A.






	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.






	6.11	 	Permitted Delays. Notwithstanding the foregoing, any payment to a Participant under the
Excess Plan shall be delayed upon the 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 6.11 shall be paid in accordance with 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





	7.1	 	Purpose. The purpose of this Article 7 is to provide protection for the benefits payable
under this Excess Plan to a Participant who is affected by a Change in Control (as defined
below).






	7.2	 	Definitions. The following terms shall have the meanings set forth opposite such terms for
purposes of this Article 7.






	 	(a)	 	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))




19



	 	 	 	which includes the Corporation or a controlled group of trades or businesses (within
the meaning of Code Section 414(c)) which includes the Corporation.






	 	(b)	 	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 7.2(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





20






 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 7.2(b)(iv)(A) of the beneficially
owned shares of the successor or survivor corporation and the number described in
Section 7.2(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 the Corporation by the persons described in Section 7.2(b)(iv)(A) immediately
before the consummation of such transaction.







	7.3	 	Benefit Calculation. In the event of a Change in Control prior to the end of any Plan Year,
the Administrator, in its sole discretion, may waive such Excess Plan conditions (other than
distribution rules for amounts not subject to Addendum B) as it may deem appropriate
to carry out the purposes of the Excess Plan and may authorize a contribution to Participants’
Accounts for the Plan Year in accordance with Article 4 based upon (a) each Participant’s
Eligible Compensation earned during the Plan Year through the date of the reorganization or
Change in Control, (b) an estimate by the Administrator of any contribution on such
Compensation that will be made to the Excess Plan for such year and (c) other criteria as
deemed appropriate by the Administrator to carry out the purpose of the Excess Plan, as set
forth above, in light of the circumstances. 






	7.4	 	Amendment Restrictions. If there is a Change in Control, no amendment shall be made to this
Excess Plan thereafter which would adversely affect in any manner whatsoever the benefit
payable under this 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 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 8

Plan Administration





	8.1	 	General Administration. SunTrust is the named fiduciary, Sponsor and Administrator of the
Plan, unless another Administrator is appointed. SunTrust’s administrative duties are carried
out under the direction and supervision of the Human Resources Director, who may appoint the
Administrator or another entity or person to carry out one or more administrative duties.






	8.2	 	Responsibility of Administrator. This Administrator shall have sole discretionary authority
for the operation, interpretation and administration of the Plan. All determinations and
actions of the Administrator within its discretionary authority shall be final, conclusive and
binding on all persons, except that the Administrator may revoke or modify a determination or
action it determines was previously made in error. The Administrator shall exercise all
powers and authority given to it in a nondiscriminatory manner, In addition to the implied
powers and duties that may be needed to carry out the administration of the Plan, the
Administrator shall have the following specific powers and responsibilities:






	 	(a)	 	To establish, interpret, amend, revoke and enforce rules and regulations as
required or desirable for the efficient administration of the Plan.






	 	(b)	 	To review and interpret Plan provisions and to remedy provisions that are
ambiguous or inconsistent or contain omissions.






	 	(c)	 	To determine all questions relating to an individual’s eligibility to
participate in the Plan and the validity of an individual’s elections.






	 	(d)	 	To determine a Participant’s or Beneficiary’s eligibility for benefits from the
Plan and to authorize payment of benefits.





21




	 	(e)	 	To delegate any of the 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
Administrator and to accept service of legal process for the Administrator at the
principal office of SunTrust.






	 	(f)	 	To employ outside professionals and to enter into agreements on behalf of the
Administrator necessary or desirable for administration of the Plan.






	8.3	 	Books, Records and Expenses. The Administrator shall maintain books and records for purposes
of this Plan, which shall be subject to the supervision and control of the Administrator.
SunTrust shall pay the general expenses of administering this Plan. The 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 Administrator nor any delegate who is an employee of the SunTrust
or an Affiliate shall receive any additional compensation for his services as Administrator or
delegate.






	8.5	 	Indemnification.  SunTrust (to the extent permissible under law and consistent with its
charters and bylaws) shall indemnify and hold harmless the Human Resources Director, the
Administrator, each individual member of the Administrator and any Employee authorized to act
on behalf of the Administrator or any Affiliate or the Administrator 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 Administrator shall establish a claims procedure consistent with the
requirements under Department of Labor regulations under section 503 of ERISA.






	 	 	 	







22






ARTICLE 9

Miscellaneous





	9.1	 	Construction. The headings and subheadings in this Excess 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.






	9.2	 	Severability. In the event any provision of the Excess Plan shall be held invalid or illegal
for any reason, any illegality or invalidity shall not affect the remaining parts of
the





23






 Excess Plan, but the Excess 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 Excess 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 Excess Plan,
and the Corporation 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 Excess Plan is
deemed by the 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 Administrator 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 the Corporation and the Excess Plan with respect to the payment.






	9.5	 	No Participation Rights or Contract of Employment. Nothing in this Excess Plan shall be
construed to give any employee of the Corporation or an Affiliate any right to be selected as
a Participant for any Plan Year or to receive any benefit under this Excess Plan other than as
is provided herein. Nothing in the Excess Plan or any deferral election executed pursuant to
the Excess Plan shall be construed to limit in any way the right of the Corporation or an
Affiliate to terminate a Participant’s employment at any time, without regard to the effect of
such termination on any rights such Participant would otherwise have under the Excess Plan or
any deferral election, or give any right to a Participant to remain employed by the
Corporation or any Affiliate in any particular position or at any particular rate of
remuneration.






9.6 Nonqualified Plan. This Excess Plan shall be administered and maintained as a plan of
deferred compensation for a select group of management or highly compensated

24


employees
which is not intended to meet the qualification requirements of Code Section 401.




	9.7	 	Unfunded Plan. This Excess Plan is an unfunded plan maintained primarily for a select group
of management or highly compensated employees. The obligation of the Corporation to provide
any benefits under this Excess Plan is a mere contractual liability and the Corporation is not
required to establish or maintain any special or separate fund or segregate any assets for the
payment of benefits under this Excess Plan. Participants and their Beneficiaries shall not
have any interest in any particular assets of the Corporation by reason of its obligation
under the Excess Plan and they are at all times unsecured general creditors of the Corporation
with respect to any claim for benefits under the Excess Plan. All amounts of compensation
deferred under this Excess Plan, all property and rights purchased with such amounts and any
income attributable to such amounts, rights or property shall constitute general funds of the
Corporation.






	 	(a)	 	Trust. The Corporation may, but is not required to, establish or maintain any
special or separate fund or segregate any assets for the payment of benefits under this
Excess Plan. In the event the Corporation should establish a “rabbi” trust to assist
in meeting the Corporation’s financial obligations under the Excess Plan, the assets of
such trust shall be subject to the claims of general creditors of the Corporation in
the event of the Corporation’s insolvency. Participants in this Excess Plan and their
Beneficiaries shall have no preferred claim on, or any legal or equitable rights,
claims or interest in any particular assets of any such trust. To the extent payments
of all or any part of the benefits under this Excess Plan are actually made from any
such trust or from any other source, the obligation of the Corporation to make such
payment is satisfied, but to the extent not so paid, benefits earned under this Excess
Plan remain the obligation of, and shall be paid by, the Corporation.






	(b)	 	ANEX. Notwithstanding the foregoing, the Corporation shall have no obligation to pay any
benefits for ANEX Plan Frozen Balances to the extent that any assets are held in the Crestar
Bank Selected Executive Plans Trust and available to pay such benefits.





25





9.8
Right to Amend or Terminate Plan. The Corporation expects to continue this Excess Plan
indefinitely, but reserves the right to amend or discontinue the Excess Plan should it deem
such an amendment or discontinuance necessary or desirable. The Corporation hereby authorizes
and empowers the Administrator appointed to administer this Excess Plan to amend this Excess
Plan in any manner that is consistent with the purpose of this Excess Plan as set forth above,
without further approval from the Board or the Compensation Committee except as to any matter
that the Administrator determines may result in a material increased cost to the Corporation
or its Affiliates. However, if the Corporation or Administrator should amend or discontinue
this Excess Plan, the Corporation shall be liable for payment of any amounts deferred under
this Excess Plan and earnings thereon that have accrued and are vested as of the date of such
action.







	 	(a)	 	Distribution of Accounts. If the Corporation terminates the 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.






	 	(b)	 	409A Requirements. Notwithstanding the foregoing, no amendment of the Excess
Plan shall apply to amounts that were earned and vested (within the meaning of Code
Section 409A and regulations thereunder) under the 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 Excess Plan amendment from resulting in an
inadvertent “material modification” to amounts that are “grandfathered” and exempt from
the requirements of Code Section 409A.






	9.9	 	Taxes. The Corporation or other payor may withhold from a benefit payment under the Excess
Plan or a Participant’s wages in order to meet any federal, state, or local tax withholding
obligations with respect to Excess Plan benefits. The Corporation 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





26






 tax withholding related
to such FICA amounts. The Corporation or other payor shall report Excess Plan payments and
other Excess Plan-related information to the appropriate governmental agencies as required
under applicable laws.







	9.10	 	Binding Effect. This Excess Plan shall be binding upon and inure to the benefit of any
successor of the Corporation and any successor shall be deemed substituted for the Corporation
under this Excess Plan and shall assume the rights, obligations and liabilities of the
Corporation hereunder and be obligated to perform the terms and conditions of the Excess Plan.
As used in this Section 9.10, the term “successor” shall include any person, firm,
corporation or other business entity or related group of such persons, firms, corporations or
business entities which at any time, whether by merger, purchase, reorganization, liquidation
or otherwise, or by means of a series of such transactions, acquires all or substantially all
of the assets or business of the Corporation.






	9.11	 	Governing Law. The Excess Plan and all actions taken pursuant to the Excess Plan shall be
governed by the laws of the State of Georgia (without regard to its choice-of-law rules)
except to the extent such laws are superseded by federal law.





[Remainder of page intentionally left blank]

27


Executed this 31st day of
December 2008.



	 	 	 
	Attest:	 	SunTrust Banks, Inc.
	By: /s/ Jean H. Azurmendi

	 	By: /s/ Donna D. Lange
	 

	 	 
	Title: VP, Corporate Benefits

	 	Title: SVP, Corporate Benefits Director
	 

	 	 






28




SUNTRUST BANKS, INC. 401(k) EXCESS PLAN




ADDENDUM A

HISTORY OF REVISED PLAN PROVISIONS




The following provisions are records of the Excess Plan’s relevant history. These provisions have
the same Section headings and numbers as the corollary Sections in the main text of the Excess
Plan, with the prefix “A-” to correspond to this Addendum A. Certain provisions explain
rules that were in effect during the stated periods of the Excess Plan’s existence but have been
revised as set forth in the corollary Sections of the main text of the Excess Plan. Although
revised, these historical provisions may continue to affect the amount of and/or entitlement to
benefits of a Participant or beneficiary whose benefits are determined after the dates when these
provisions were changed, particularly those Participants who terminated before the effective date
of one or more revisions.



ARTICLE 2

Deferral Election





	 	 	A-2.1 Election. For prior Plan Years, the amount of elective contribution that could be made to
the Excess Plan was expressed as a whole percentage of a Participant’s Eligible Compensation
as follows:






	 	(a)	 	Between one percent (1%) and twenty percent (20%), effective January 1, 2003.






	 	(b)	 	Between one percent (1%) and fifteen percent (15%), effective January 1, 2002.






	 	(c)	 	Between two percent (2%) and fifteen percent (15%), effective January 1, 1999.






	 	 	A-2.2 Prior Elections. Elections made prior to July 1, 1999 under the Excess Plan and the ANEX
Plan shall remain unchanged for the remainder of the 1999 Plan Year.





A-2.3 Compensation Limit. Before January 1, 2005, Eligible Compensation taken into account for
purposes of elective contributions and matching contributions under this Excess Plan was limited to
$300,000 or such lesser or greater amounts as the Administrator may have determined in its sole
discretion.

29





SUNTRUST BANKS, INC. 401(k) EXCESS PLAN




ADDENDUM B

GRANDFATHERED AMOUNTS




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 (the “Grandfathered Amounts”) shall be made in accordance with
the Plan terms as in effect on October 3, 2004 and as summarized in this Addendum B.
Unless otherwise specified below, all Section references in this Addendum B shall refer to
Sections in this Addendum B.



ARTICLE 6




Distributions





	 	 	B-6.1 Normal Form of Payment and Commencement. Except as otherwise provided in this
Section B-6, when a Participant separates from service with the Corporation and its Affiliates
for any reason, he shall be paid his 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.





	 	 	 
	B-6.2

	 	

	
 
	 	Alternate Form of Payment Election. At any time prior to the

January 1 following a Participant’s separation from service, a

Participant may elect, in lieu of the lump-sum payment described in

Section B-6.1, to receive payment of his total benefit under this

Excess Plan in five (5) substantially equal annual installments,

payable in cash. 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 Excess

Plan benefit pursuant to this Section B-6.2 shall be made in writing on

such forms as may be provided by the Administrator and shall not be

effective until received and approved by the Administrator.
	B-6.3

	 	Special Rule for Certain Participants. Notwithstanding Sections B-6.1

and B-6.2, a Participant who separates from service before January 1,

2000 or any other Participant as the Administrator shall determine in

its sole discretion, which shall be set forth in an Exhibit to this

Excess Plan, shall receive payment of his Excess Plan benefit as soon

as administratively feasible following such date of separation in the

form of payment previously elected by the Participant. If the

Participant elected an installment form of payment, the initial

installment payment shall be made as soon as administratively possible

following the date of separation; and each subsequent annual

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

subsequent four calendar years.
	B-6.4

	 	Death. In the event of a Participant’s death, the Administrator 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 (other than a

Beneficiary entitled to a payment pursuant to Section B-6.3) may

request a change in the form of payment by making a written request to

the Administrator prior to January 1 of the calendar year in which the

benefit will be paid. The Administrator has sole discretion and

authority to approve or deny the Beneficiary’s request, taking into

account such factors as the Administrator 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 Administrator prior to the January 1 of the calendar year in
which the benefit will be paid. The Compensation

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Committee has sole discretion and
authority to approve or deny the Beneficiary’s request.




	 	 	B-6.5 Disability. A Participant shall be entitled to payment of his Excess Plan benefit
in the event of his Total Disability only if the conditions of Subsections B-6.5.1 and B-6.5.2
are met. In such situation, payment of the Participant’s benefit shall commence pursuant to
Sections B-6.1 or B-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:






	 	 	 	B-6.5.1 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






	 	 	 	B-6.5.2 The Administrator determines, in its sole discretion, based upon medical evidence
furnished by the Participant, that the disability is anticipated to be a permanent
disability.






	 	 	B-6.6 Extreme Financial Hardship. A Participant may request a distribution of all or part
of his vested Excess Plan benefit prior to the date specified in Sections B-6.1 through B-6.5
due to an extreme financial hardship, by submitting a written request to the Administrator
with evidence satisfactory to the Administrator to demonstrate the circumstances constituting
the extreme financial hardship. The Administrator, 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
Administrator 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 Administrator shall have the authority to require the





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 Participant to provide such
evidence as the Committee deems necessary to determine whether distribution is warranted
pursuant to this Section B-6.6. The Administrator shall use uniform and nondiscriminatory
standards in reviewing any requests for distributions to meet an extreme financial hardship.







	 	 	 	B-6.6.1 Form and Commencement. A hardship distribution to a Participant pursuant to
this Section B-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 Administrator
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.






	 	 	 	B-6.6.2 Accelerated Installment Payments. A Participant who has commenced receiving
installment payments pursuant to Section B-6.2 may request acceleration of such
payments in the event of an extreme financial hardship. The Administrator may permit
accelerated payments to the extent such accelerated payment does not exceed the amount
necessary to meet the extreme financial hardship.





B-6.7 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 Administrator 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 Administrator 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 B-6.7 shall completely discharge the Administrator and the Corporation from all liability
with respect to such benefit.

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ARTICLE 9




Miscellaneous




B-9.8 Right to Amend or Terminate Plan. The Corporation expects to continue this Excess
Plan indefinitely, but reserves the right to amend or discontinue the 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
Administrator to amend this Excess Plan in any manner that is consistent with the purpose of this
Excess Plan as set forth above, without further approval from the Board except as to any matter
that the Administrator determines may result in a material increased cost to the Corporation.
However, if the Corporation or Administrator should amend or discontinue this 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.




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