EX-10.6






Exhibit 10.6




CRESTAR FINANCIAL CORPORATION




SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




Amended and Restated

Effective December 31, 2008




And

Further Amended By

Appendix A

Effective January 1, 2009





1






CRESTAR FINANCIAL CORPORATION

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




Introduction




The Board of Directors of Crestar Financial Corporation (the Corporation) adopted the Crestar
Financial Corporation Supplemental Executive Retirement Plan (the Plan), effective January 1, 1995.
The purpose of the Plan was to assist in attracting and retaining those employees whose judgment,
abilities and experience would contribute to its continued progress and success. The Board of
Directors also determined that the Plan should further those objectives by providing retirement and
related benefits that supplement the amounts payable under the deferred compensation plans and
arrangements currently maintained by the Corporation. The Plan was intended to provide an unfunded
supplemental retirement benefit to a select group of management and highly compensated employees as
such terms are used in sections 201, 301, and 501 of the Employee Retirement Income Security Act of
1974. The Plan must be interpreted and administered in a manner that is consistent with that
intent. Effective December 29, 1998, Crestar Bank became Plan sponsor of this Plan and all other
plans funded through the Crestar Financial Corporation Supplemental Executive Retirement Plans
Trust.



Article I




Definitions





	1.01.	 	Accounting Firm means the accounting firm most recently approved by the Corporation’s
shareholders as the Corporation’s auditor; provided, however, that if such accounting firm
declines to undertake the determinations assigned to it under this Agreement, then the
“Accounting Firm” shall mean such other accounting firm designated by the Corporation.






Effective July 19, 1998, the definition of Accounting Firm was amended to read as follows:




Accounting Firm means the public accounting firm retained as the Corporation’s independent
auditor as of the date immediately prior to the Change in Control. If, however, such firm
declines or is unable to undertake the determinations assigned to it under this Plan, then
“Accounting Firm” shall mean such other independent accounting firm agreed upon by the
Corporation and the Participant. The two preceding sentences to the contrary
notwithstanding, if the public accounting firm retained as the Corporation’s independent
auditor as of the date immediately prior to the Change in Control is serving as an
accountant or auditor of the individual, group or entity effecting the Change in Control,
the Participant shall be entitled to appoint another nationally recognized public
accounting firm to make the determinations required under this Plan (in which case such
accounting firm shall then be referred to as the “Accounting Firm”).




	1.02.	 	Actuarial Equivalent means, when used in reference to any form of benefit, a form of benefit
which has the same value as the referenced benefit based on the actuarial assumptions, methods
and procedures adopted for such purposes under the Retirement Plan.






	1.03.	 	Administrator means the Committee and any delegate of the Committee appointed in accordance
with Section 6.07.






	1.04.	 	Affiliate means any corporation which, when considered with the Corporation, would
constitute a controlled group of corporations within the meaning of Code section 1563(a)
determined without reference to Code sections 1563(a)(4) and 1563(e)(3)(C) and any entity,
whether or not incorporated, which would be under common control with the Corporation within
the meaning of Code section 414(c).






	1.05.	 	ANEX Plan means the portion of the Crestar Financial Corporation Additional Nonqualified
Executive Plan that provides “Defined-benefit Benefit Entitlements” (as such term is defined
therein), as amended from time to time, and any successor thereto.






	1.06.	 	Average Compensation means the average of the Compensation paid to the Executive during the
three calendar years, whether or not consecutive, that yields the highest number.





1.07. Board means the Board of Directors of the Corporation.




	1.08.	 	Capped Parachute Payments means the largest amount of Parachute Payments that may be paid to
the Participant without liability under Code section 4999.






	1.09.	 	Change in Control is defined in Section 1.06 of the Crestar Financial Corporation 1993 Stock
Incentive Plan, as amended from time to time, and any successor thereto.






	1.10.	 	Code means the Internal Revenue Code of 1986, as amended, or any successor thereto, as in
effect at the relevant time.






	1.11.	 	Committee means the Human Resources and Compensation Committee of the Board.





1.12. Compensation means the sum of the base salary and bonus earned by the Executive and paid by
the Corporation, an Affiliate, or both, for a calendar year. For purposes of this Section 1.12, an
Executive’s “bonus” for any calendar year shall be the Executive’s incentive award under the
Management Incentive Compensation Plan of Crestar Financial Corporation (or any successor or
substitute plan) earned for the calendar year, regardless of whether such award is determined or
payable after the end of the calendar year. An Executive’s Compensation shall be determined
without regard to any compensation reductions or deferrals under Code section 125 or 401(k) and
without regard to any salary or bonus deferrals under nonqualified deferred compensation plans of
the Corporation or an Affiliate. Effective December 31, 1998, Compensation under the Plan for three
Executives who signed agreements with the Company and SunTrust Banks, Inc. shall not include any
amount earned by or paid to the Executive by the Company or any Affiliate after December 31, 1998,
except that the Executive’s bonus earned under the Management Incentive Plan for the 1998 award
year shall be included as part of the Executive’s 1998 Compensation. Copies of those agreements
are attached as Exhibits I-1, I-2 and I-3 to this Plan and incorporated herein by reference.




	1.13.	 	Control Change Date is defined in Section 1.13 of the Crestar Financial Corporation 1993
Stock Incentive Plan, as amended from time to time, and any successor thereto.






	1.14.	 	Corporation means Crestar Financial Corporation and any successor corporation.






	1.15.	 	Designated Participant means a Participant who (i) will not be credited with twenty Years of
Service on his Normal Retirement Date even if he remains in the continuous employ of the
Corporation until his Normal Retirement Date and (ii) is identified as a Designated
Participant on Exhibit I to the Plan as approved by the Committee from time to time.






	1.16.	 	Early Retirement Allowance means the benefit described in Section 3.02.






	1.17.	 	Early Retirement Date means the date prior to the Normal Retirement Date which is the first
day of the month coincident with or next following a Participant’s retirement from the
Corporation or an Affiliate after attaining age 55.






	1.18.	 	Excess Plan means the Crestar Financial Corporation Excess Benefit Plan, as amended from
time to time and any successor thereto.






	1.19.	 	Executive means an individual employed by the Corporation or an Affiliate whose position is
evaluated at Grade 41 or above as of January 1, 1995, and such other individual who is an
employee of the Corporation or an Affiliate and who is designated as an Executive by the
Committee for purposes of this Plan.






	1.20.	 	Net After-Tax Amount means the amount of any Parachute Payments or Capped Parachute
Payments, as applicable, net of taxes imposed under Code sections 1, 3101(b) and 4999 and any
State or local income taxes applicable to the Participant as in effect on the date of the
first payment to the Participant under the Crestar Financial Corporation Executive Severance
Plan after a Control Change Date. The determination of the Net After Tax Amount shall be made
using the highest combined effective rate imposed by the foregoing taxes on income of the same
character as the Parachute Payments or Capped Parachute Payments, as applicable, in effect for
the year for which the determination is made.






	1.21.	 	Normal Retirement Allowance means the benefit described in Section 3.01.






	1.22.	 	Normal Retirement Date means the first day of the month coincident with or next following a
Participant’s retirement from the Corporation or an Affiliate after attaining age 60.






	1.23.	 	Offset Amount means the sum of the annual benefits, if any, payable to or on behalf of a
Participant, for his lifetime under the Retirement Plan, the ANEX Plan, the Excess Plan, any
other supplemental executive retirement plan maintained by the Corporation or an Affiliate and
any other qualified defined benefit pension plan maintained by the Corporation or an Affiliate
and assuming a benefit commencement date as of the date that benefits are scheduled to
commence under Article III or IV. Effective December 17, 1997, Offset Amount shall also
include for any Participant who is credited under Section 1.31 with five Years of Service for
service with a prior employer or for any other service with an employer other than the
Corporation or an Affiliate, the sum of the annual benefits, if any, payable to or on behalf
of that Participant for his lifetime under any qualified or nonqualified defined benefit plan
of a prior employer and assuming a benefit commencement date as of the date that benefits are
scheduled to commence under Article III or IV.






	1.24.	 	Parachute Payment means a payment that is described in Code section 280G(b)(2) (without
regard to whether the aggregate present value of such payments exceeds the limit prescribed by
Code section 280G(b)(2)(A)(ii)). The amount of any Parachute Payment shall be determined in
accordance with Code section 280G and the regulations promulgated thereunder, or, in the
absence of final regulations, the proposed regulations promulgated under Code section 280G.






	1.25.	 	Participant means an Executive who satisfies the requirements of Article II.






	1.26.	 	Plan means the Crestar Financial Corporation Supplemental Executive Retirement Plan.






	1.27.	 	Pro Rata Compensation means the amount determined by multiplying a Participant’s Average
Compensation by a fraction, the numerator of which is the Participant’s Years of Service as of
the date of reference (not to exceed twenty), and the denominator of which is twenty.






	1.28.	 	Retirement Plan means the Retirement Plan for Employees of Crestar Financial Corporation and
Affiliated Corporations, as amended from time to time, and any successor thereto, which
includes the SunTrust Banks, Inc. Retirement Plan, into which the Retirement Plan was merged.






	1.29.	 	Surviving Spouse means the person to whom the Participant is legally married on the date of
reference and who survives the Participant.






	1.30.	 	Total and Permanent Disability means a disability which entitles the Participant to benefits
under a long-term disability plan maintained by the Corporation and its Affiliates or, in the
absence of such a plan, entitles the Participant to Social Security disability benefits.






	1.31.	 	Years of Service means the total years of service as determined under the terms of the
Retirement Plan for purposes of determining the Participant’s vested or nonforfeitable
interest in the Retirement Plan. For any Participant who is not in pay status as of December
17, 1997, Years of Service means two times the total years of service as determined under the
terms of the Retirement Plan for purposes of determining the Participant’s vested or
nonforfeitable interest in the Retirement Plan plus five additional Years of Service for
employment with any prior employer other than the Corporation or an Affiliate. In addition,
Years of Service also includes service with a successor corporation following a Change
in Control to the extent that such service would be recognized for purposes of determining the
Participant’s vested or nonforfeitable interest in the Retirement Plan if such successor were
the Corporation. Effective December 17, 1997, in the event of a Change in Control, Years of
Service shall also include two additional Years of Service if the Participant becomes entitled
to payments under a severance agreement under the Crestar Financial Corporation Executive
Severance Plan (the “Executive Severance Plan”) that provides for a lump sum severance amount
based on two times his base pay and bonus or three additional Years of Service if the
Participant becomes entitled to payments under a severance agreement under the Executive
Severance Plan that provides for a lump sum severance amount based on three times his base pay
and bonus. To the extent approved by the Committee, Years of Service also includes
service with a predecessor employer or entity acquired by the Corporation or an Affiliate.
Effective December 17, 1997, except as provided in the second sentence of this Section 1.31, a
period of service with the Corporation, an Affiliate, a predecessor employer or entity, a
successor or any other period shall only be counted once in determining a Participant’s
Years of Service. Notwithstanding the foregoing, a Participant’s Years of Service
shall not be less than the number of years determined in accordance with the provisions of
Exhibit I to the Plan as approved by the Committee from time to time and, effective December
17, 1997, in all events the total Years of Service credited to a Participant under
this Section 1.31 and Exhibit I in excess of twenty Years of Service shall be
disregarded.





Article II




Participation




2.01. Beginning Participation




Each person who is an Executive on January 1, 1995 shall be a Participant in the Plan
effective January 1, 1995. Each person who becomes an Executive after January 1, 1995
shall be a Participant in the Plan as of the date that his participation is approved in
writing by a resolution adopted by the Committee.



2.02. Change in Status




Except as provided in Section 2.03, a Participant shall cease to be a Participant in the
Plan as of the date that he ceases to be an Executive if, as of that date, he has not
satisfied the requirements to receive a retirement allowance under Article III. Despite
the preceding sentence, with the written approval of, and subject to such terms and
conditions as may be prescribed by, the Committee in its sole discretion, a Participant who
ceases to be an Executive before he has satisfied the requirements to receive a retirement
allowance under Article III may continue to be a Participant if he continues to be an
employee of the Corporation or an Affiliate.



2.03. Change in Control




Section 2.02 to the contrary notwithstanding, each person who is a Participant on a Control
Change Date shall continue to be a Participant in the Plan thereafter until the date that
he ceases to be an employee of the Corporation, an Affiliate or a successor of the
Corporation or an Affiliate and all of the benefits payable to or on behalf of the
Participant have been paid.



Article III




Retirement Allowances




3.01. Normal Retirement Allowance




	 	(a)	 	Subject to the requirements of Article V and Section 8.01, a Participant who
retires from the Corporation or an Affiliate on or after his Normal Retirement Date
and after being credited with twenty Years of Service shall be entitled to receive his
Normal Retirement Allowance under the Plan. The Normal Retirement Allowance is an
annual benefit which shall be equal to the difference between (i) and (ii) below where






(i) = 50% times the Participant’s Average Compensation(determined as of his Normal
Retirement Date), and




(ii) = Offset Amount.




The Normal Retirement Allowance shall be payable in equal or nearly equal monthly
installments, or more frequently based on the payroll practices of the Corporation and its
Affiliates, commencing as of the Participant’s Normal Retirement Date and ending with the
payment for the month in which the Participant dies. Payments of the Normal Retirement
Allowance shall be reduced in accordance with income and employment tax withholding
requirements.




	 	(b)	 	Subject to the requirements of Article V and Section 8.01, a Designated
Participant who retires from the Corporation or an Affiliate on or after his Normal
Retirement Date shall be entitled to receive his Normal Retirement Allowance under the
Plan. The Normal Retirement Allowance payable to the Designated Participant is an
annual benefit which shall be equal to the difference between (i) and (ii) below where






(i) = 50% times the Designated Participant’s Pro Rata Compensation (determined as
of his Normal Retirement Date), and




(ii) = Offset Amount.




The Normal Retirement Allowance shall be payable in equal or nearly equal monthly
installments, or more frequently based on the payroll practices of the Corporation and its
Affiliates, commencing as of the Designated Participant’s Normal Retirement Date and ending
with the payment for the month in which the Designated Participant dies. Payments of the
Normal Retirement Allowance shall be reduced in accordance with income and employment tax
withholding requirements.



3.02. Early Retirement Allowance




	 	(a)	 	Subject to the requirements of Article V and Section 8.01, a Participant who
retires from the Corporation or an Affiliate on or after being credited with twenty
Years of Service is eligible for an Early Retirement Allowance beginning as of the
first day of any month coincident with or following the Participant’s Early Retirement
Date. The Early Retirement Allowance is an annual benefit which shall be the
difference between (i) and (ii) below where






(i) = the Applicable Percentage times the Participant’s Average Compensation
(determined as of his Early Retirement Date), and




(ii) = the Offset Amount.




For purposes of this Section 3.02(a), the “Applicable Percentage” is equal to 50% reduced
by 0.20833% for each full month that the commencement of the Participant’s Early Retirement
Allowance precedes the Participant’s Normal Retirement Date. The Early Retirement
Allowance shall be payable in equal or nearly equal monthly installments, or more
frequently based on the payroll practices of the Corporation and its Affiliates, until the
payment for the month in which the Participant dies. Payments of the Early Retirement
Allowance shall be reduced in accordance with income and employment tax withholding
requirements.




	 	(b)	 	Subject to the requirements of Article V and Section 8.01, a Designated
Participant who retires from the Corporation or an Affiliate on or after his Early
Retirement Date is eligible for an Early Retirement Allowance beginning as of the
first day of any month coincident with or following the Designated Participant’s Early
Retirement Date. The Early Retirement Allowance is an annual benefit which shall be
the difference between (i) and (ii) below where






(i) = the Applicable Percentage times the Designated Participant’s Pro Rata
Compensation (determined as of his Early Retirement Date), and




(ii) = the Offset Amount.




For purposes of this Section 3.02(b), the “Applicable Percentage” is equal to 50% reduced
by 0.20833% for each full month that the commencement of the Designated Participant’s Early
Retirement Allowance precedes the Participant’s Normal Retirement Date. The Early
Retirement Allowance shall be payable in equal or nearly equal monthly installments, or
more frequently based on the payroll practices of the Corporation and its Affiliates, until
the payment for the month in which the Designated Participant dies. Payments of the Early
Retirement Allowance shall be reduced in accordance with income and employment tax
withholding requirements.



3.03. Change in Control Benefit




	 	(a)	 	Subject to the requirements of Article V and Section 8.01, a Participant who
is credited with twenty Years of Service may retire from the Corporation, an Affiliate
or a successor of the Corporation or an Affiliate on or after a Control Change Date.
In that event, the Participant shall be entitled to an annual benefit (with the
benefit payments commencing on the first day of a month selected by the Participant if
such election is made while the Participant is employed by the Corporation or an
Affiliate or, absent such an election, on the first day of the month following the
date he attains age 55 (the “Benefit Commencement Date”)), equal to the difference
between (i) and (ii) below where






(i) = the Applicable Percentage times the Participant’s Average Compensation
(determined as of the date that the Participant ceases to be employed by the
Corporation and its Affiliates after a Control Change Date), and




(ii) = the Offset Amount.




For purposes of this Section 3.03(a), the “Applicable Percentage” is equal to 50% reduced
by 0.20833% for each full month that the Benefit Commencement Date precedes the month in
which the Participant will attain age 60. The benefit payable under this Section 3.03(a)
shall be payable in equal or nearly equal monthly installments, or more frequently based on
the payroll practices of the Corporation and its Affiliates, commencing as of the Benefit
Commencement Date and ending with the payment for the month in which the Participant dies.
Payments of the benefit described in this Section 3.03(a) shall be reduced in accordance
with income and employment tax withholding requirements.




	 	(b)	 	Subject to the requirements of Article V and Section 8.01, a Participant who
is credited with less than twenty Years of Service may retire from the Corporation, an
Affiliate or a successor of the Corporation or an Affiliate on or after a Control
Change Date. In that event, the Participant shall be entitled to an annual benefit
(with the benefit payments commencing on the first day of a month selected by the
Participant if such election is made while the Participant is employed by the
Corporation or an Affiliate or, absent such an election, on the first day of the month
following the date he attains age 55 (the “Benefit Commencement Date”)), equal to the
difference between (i) and (ii) below where






(i) = the Applicable Percentage times the Participant’s Pro Rata Compensation
(determined as of the date that the Participant ceases to be employed by the
Corporation and its Affiliates after a Control Change Date), and




(ii) = the Offset Amount.




For purposes of this Section 3.03(b), the “Applicable Percentage” is equal to 50% reduced
by 0.20833% for each full month that the Benefit Commencement Date precedes the month in
which the Participant will attain age 60. The benefit payable under this Section 3.03(b)
shall be payable in equal or nearly equal monthly installments, or more frequently based on
the payroll practices of the Corporation and its Affiliates, commencing as of the Benefit
Commencement Date and ending with the payment for the month in which the Participant dies.
Payments of the benefit described in this Section 3.03(b) shall be reduced in accordance
with income and employment tax withholding requirements.



3.04. Disability Retirement Allowance




Subject to the requirements of Article V and Section 8.01, a Participant shall be entitled
to receive a retirement allowance under Section 3.02 if his employment with the Corporation
and its Affiliates terminates on account of Total and Permanent Disability and such Total
and Permanent Disability continues without interruption until the date that would have been
the Participant’s Early Retirement Date had he remained employed by the Corporation and its
Affiliates. The retirement allowance under Section 3.02 shall commence as of the first day
of the month coincident with or next following the date that would have been the
Participant’s earliest Early Retirement Date.



3.05. Optional Forms of Benefit




A Participant who is entitled to receive a retirement allowance under this Article III may
elect to have his benefit payable in a form other than a single life annuity. The optional
forms of payment that are available under this Plan are the same optional forms of payment
provided under the Retirement Plan (without regard to any requirement that the
Participant’s Spouse consent to such payment election) as in effect on the date that the
Participant retires; provided, however, that only the Surviving Spouse may be designated
under this Plan as the contingent annuitant for any form of payment that provides lifetime
benefits to another person after the Participant’s death. If the Participant elects an
optional form of payment under this Section 3.05, any contingent annuitant or beneficiary
designated in connection with that election need not be the same as any contingent
annuitant or beneficiary designated under the Retirement Plan, the Excess Plan, the ANEX
Plan or any other plan providing a benefit that is part of the Offset Amount. If the
Participant elects an optional form of payment under this Section 3.05, the amount payable
under the optional form shall be the Actuarial Equivalent of the amount of the retirement
allowance otherwise payable under this Article III in the form of a single life annuity. A
Participant shall be entitled to elect an optional form of payment at such time and in such
manner as the Administrator may decide; provided, however, that a Participant may not
change his payment election after benefit payments have begun.



Article IV




Payments in the Event of Death




4.01. Death Prior to Age 55




	 	(a)	 	Subject to the requirements of Article V and Section 8.01, a benefit will be
payable under this Plan to the Surviving Spouse of a Participant who dies before
attaining age 55, after completing twenty Years of Service, but before the
commencement of a retirement allowance under Article III. The benefit payable to the
Surviving Spouse will be determined as follows:






(i) = First: Calculate the Participant’s Early Retirement Allowance under Article
III using the Participant’s Average Compensation as of his date of death and an
Applicable Percentage equal to 37.5002%.




(ii) = Second: Calculate the Actuarial Equivalent, payable as a Joint and 50%
Survivor Annuity, of the single life annuity determined in (i) above.




The Surviving Spouse’s benefit is the survivor’s portion of the Joint and 50% Survivor
Annuity determined in (ii) above. For purposes of this Section 4.01(a), the term “Joint
and 50% Survivor Annuity” means an annuity for the life of the Participant with a survivor
annuity for the life of the Surviving Spouse which is equal to 50% of the amount of the
annuity which is payable during the joint lives of the Participant and Surviving Spouse and
which is the Actuarial Equivalent of an annuity for the life of the Participant.




The benefit payable under this Section 4.01(a) shall be payable in equal or nearly equal
monthly installments, or more frequently based on the payroll practices of the Corporation
and its Affiliates, commencing as of the month in which the Participant would have attained
age 55 and ending with the month in which the Surviving Spouse dies. Payments of the
benefit described in this Section 4.01(a) shall be reduced in accordance with income and
employment tax withholding requirements. Except as provided in this Section 4.01(a), no
death benefit shall be payable under this Plan on behalf of a Participant who dies before
attaining age 55.




	 	(b)	 	Subject to the requirements of Article V and Section 8.01, a benefit will be
payable under this Plan to the Surviving Spouse of a Participant who dies before
attaining age 55, after completing less than twenty Years of Service, but before the
commencement of a retirement allowance under Article III. The benefit payable to the
Surviving Spouse will be determined as follows:






(i)= First: Calculate the Participant’s Early Retirement Allowance under Article
III using the Participant’s Pro Rata Compensation as of his date of death and an
Applicable Percentage equal to 37.5002%.




(ii) = Second: Calculate the Actuarial Equivalent, payable as a Joint and 50%
Survivor Annuity, of the single life annuity determined in (i) above.




The Surviving Spouse’s benefit is the survivor’s portion of the Joint and 50% Survivor
Annuity determined in (ii) above. For purposes of this Section 4.01(b), the term “Joint
and 50% Survivor Annuity” means an annuity for the life of the Participant with a survivor
annuity for the life of the Surviving Spouse which is equal to 50% of the amount of the
annuity which is payable during the joint lives of the Participant and Surviving Spouse and
which is the Actuarial Equivalent of an annuity for the life of the Participant.




The benefit payable under this Section 4.01(b) shall be payable in equal or nearly equal
monthly installments, or more frequently based on the payroll practices of the Corporation
and its Affiliates, commencing as of the month in which the Participant would have attained
age 55 and ending with the month in which the Surviving Spouse dies. Payments of the
benefit described in this Section 4.01(b) shall be reduced in accordance with income and
employment tax withholding requirements. Except as provided in this Section 4.01(b), no
death benefit shall be payable under this Plan on behalf of a Participant who dies before
attaining age 55.




	 	(c)	 	Effective December 20, 1996 and notwithstanding the foregoing provisions of
this Section 4.01, that the benefit payable to the surviving spouse of a participant
who dies before attaining age 55 shall be the greater of






(i) = the benefit payable under the current SERP formula or




(ii) = the benefit that would be payable under the SERP benefit formula taking into
account the participant’s base salary as in effect on the date of death and his
prior year’s bonus (if the participant completed less than six months’ service in
the year of death) or his current bonus (if the participant completed at least six
months’ service in the year of death).



4.02. Death on or After Age 55




	 	(a)	 	Subject to the requirements of Article V and Section 8.01, a benefit will be
payable under this Plan to the Surviving Spouse of a Participant who dies on after
attaining age 55, after completing 20 Years of Service, but before the commencement of
a retirement allowance under Article III. The benefit payable to the Surviving Spouse
will be determined as follows:






(i) = First: Calculate the Participant’s Early Retirement Allowance under Article
III using the Participant’s Average Compensation as of his date of death and an
Applicable Percentage equal to 50% reduced by 0.20833% times each month that the
Participant’s death precedes the Participant’s Normal Retirement Date.




(ii) = Second: Calculate the Actuarial Equivalent, payable as a Joint and 100%
Survivor Annuity, of the single life annuity determined in (i) above.




The Surviving Spouse’s benefit is the survivor’s portion of the Joint and 100% Survivor
Annuity determined in (ii) above. For purposes of this Section 4.02, the term “Joint and
100% Survivor Annuity” means an annuity for the life of the Participant with a survivor
annuity for the Surviving Spouse which is equal to 100% of the amount of the annuity which
is payable for the joint lives of the Participant and Surviving Spouse and which is the
Actuarial Equivalent of an annuity for the life of the Participant.




The benefit payable under this Section 4.02 shall be payable in equal or nearly equal
monthly installments, or more frequently based on the payroll practices of the Corporation
and its Affiliates, commencing as of the first day of the month following the Participant’s
death and ending with the payment for the month in which the Surviving Spouse dies.
Payments of the benefit described in this Section 4.02 shall be reduced in accordance with
income and employment tax withholding requirements. Except as provided in this Section
4.02, no death benefit shall be payable under this Plan on behalf of a Participant who dies
after attaining age 55 but before the commencement of a retirement allowance under Article
III.




	 	(b)	 	Subject to the requirements of Article V and Section 8.01, a benefit will be
payable under this Plan to the Surviving Spouse of a Participant who dies on after
attaining age 55, after completing less than 20 Years of Service, but before the
commencement of a retirement allowance under Article III. The benefit payable to the
Surviving Spouse will be determined as follows:






(i) = First: Calculate the Participant’s Early Retirement Allowance under Article
III using the Participant’s Pro Rata Compensation as of his date of death and an
Applicable Percentage equal to 50% reduced by 0.20833% times each month that the
Participant’s death precedes the Participant’s Normal Retirement Date.




(ii) = Second: Calculate the Actuarial Equivalent, payable as a Joint and 100%
Survivor Annuity, of the single life annuity determined in (i) above.




The Surviving Spouse’s benefit is the survivor’s portion of the Joint and 100% Survivor
Annuity determined in (ii) above. For purposes of this Section 4.02(b), the term “Joint
and 100% Survivor Annuity” means an annuity for the life of the Participant with a survivor
annuity for the Surviving Spouse which is equal to 100% of the amount of the annuity which
is payable for the joint lives of the Participant and Surviving Spouse and which is the
Actuarial Equivalent of an annuity for the life of the Participant.




The benefit payable under this Section 4.02(b) shall be payable in equal or nearly equal
monthly installments, or more frequently based on the payroll practices of the Corporation
and its Affiliates, commencing as of the first day of the month following the Participant’s
death and ending with the payment for the month in which the Surviving Spouse dies.
Payments of the benefit described in this Section 4.02(b) shall be reduced in accordance
with income and employment tax withholding requirements. Except as provided in this
Section 4.02(b), no death benefit shall be payable under this Plan on behalf of a
Participant who dies after attaining age 55 but before the commencement of a retirement
allowance under Article III.



4.03. Death After Retirement




If a Participant dies after the commencement of a retirement allowance under Article III,
all payments from this Plan shall cease with the payment made for the month in which the
Participant dies if the Participant was receiving a retirement allowance under this Plan in
the form of a single life annuity. If the Participant elected an optional form of payment
as provided in Section 3.05 and dies after the commencement of a retirement allowance under
Article III, the amount of benefit, if any, payable under this Plan following the
Participant’s death shall be determined on the basis of the optional form of payment
selected by the Participant.



Article V




Vesting and Continuous Participation





No benefit will be payable to a Participant or Surviving Spouse under the Plan unless the
Participant is a Participant on the date he ceases to be an employee of the Corporation or
an Affiliate or a successor.



Article VI




Administration of the Plan




6.01. Generally




The Plan shall be administered by the Administrator. Subject to the provisions of the
Plan, the Administrator may adopt such rules and regulations as may be necessary to carry
out the purposes of the Plan. The Administrator’s discretion to perform or consent to any
act or to interpret the Plan is exclusive and shall be final and conclusive if all
similarly situated Participants are treated in a consistent manner.



6.02. Indemnification




The Corporation shall indemnify and save harmless the Administrator against any and all
expenses and liabilities arising out of the administration of the Plan, excepting only
expenses and liabilities arising out of his own willful misconduct. Expenses against which
the Administrator shall be indemnified hereunder shall include without limitation, the
amount of any settlement or judgment, costs, counsel fees, and related charges reasonably
incurred in connection with a claim asserted, or a proceeding brought or settlement of a
claim. The foregoing right of indemnification shall be in addition to any other rights to
which the Administrator may be entitled.



6.03. Determining Benefits




In addition to the powers hereinabove specified, the Administrator shall have the power to
compute and certify the amount and kind of benefits from time to time payable to or on
behalf of Participants under the Plan, to authorize all disbursements for such purposes,
and to determine whether a Participant or Surviving Spouse is entitled to a benefit under
the Plan.



6.04. Cooperation




To enable the Administrator to perform its functions, the Corporation and its Affiliates
shall supply full and timely information to the Administrator on all matters relating to
the compensation of all Participants, their retirement, death or other reason for
termination of employment, and such other pertinent facts as the Administrator may require.



6.05. Claims




It is not necessary to file a claim in order to receive Plan benefits.




On receipt of a claim for Plan benefits, the Administrator must respond in writing within
ninety days. If necessary, the Administrator’s first notice must indicate any special
circumstances requiring an extension of time for the Administrator’s decision. The
extension notice must indicate the date by which the Administrator expects to render a
decision; an extension of time for processing may not exceed ninety days after the end of
the initial period.




If a claim is wholly or partially denied, the Administrator must give written notice within
the time provided in the preceding paragraph. An adverse notice must specify each reason
for denial. There must be specific reference to provisions of the Plan or related
documents on which the denial is based. If additional material or information is necessary
for the claimant to perfect the claim, it must be described and there must be an
explanation of why that material or information is necessary. Adverse notice must disclose
appropriate information about the steps that the claimant must take if he wishes to submit
the claim for review. If notice that a claim has been denied is not furnished within the
time required in the preceding paragraph, the claim is deemed denied.




The full value of a payment made according to the provisions of the Plan satisfies that
much of the claim and all related claims under the Plan against the Administrator and the
Corporation and its Affiliates, each of whom, as a condition to a payment from it or
directed by it, may require the Participant, Surviving Spouse, beneficiary or contingent
annuitant or legal representative to execute a receipt and release of the claim in a form
determined by the person requesting the receipt and release.



6.06. Review of Claims




The Committee must review a claimant’s proper written request for review of a denied claim.
The Committee must receive the written request before sixty-one days after the claimant’s
receipt of notice that a claim has been denied according to the preceding Plan Section.
The claimant and an authorized representative are entitled to be present and heard if any
hearing is used as part of the review.




The Committee must determine whether there will be a hearing. Before any hearing, the
claimant or a duly authorized representative may review all Plan documents and other papers
that affect the claim and may submit issues and comments in writing. The Committee must
schedule any hearing to give sufficient time for this review and submission, giving notice
of the schedule and deadlines for submissions.




The Committee must advise the claimant in writing of the final determination after review.
The decision on review must be written in a manner calculated to be understood by the
claimant, and it must include specific reasons for the decision and specific references to
the pertinent provisions of the Plan or related documents on which the decisions is based.
Except as otherwise provided in this Section, the written advice must be rendered within
sixty days after the request for review is received, unless special circumstances require
an extension of time for processing. If an extension is necessary, the decision must be
rendered as soon as possible but no later than 120 days after receipt of the request for
review. If the Committee has regularly scheduled meetings at least quarterly, the
following rules govern the time for the decision after review. If the claimant’s written
request for review is received more than thirty days before a Committee meeting, the
decision of the Committee must be rendered at the next meeting after the request for review
is received. If the claimant’s written request for review is received thirty days or less
before a Committee meeting, the decision of the Committee must be rendered at the
Committee’s second meeting after the request for review has been received. If special
circumstances (such as the need to hold a hearing) require an extension of time for
processing, the decision of the Committee must be rendered not later than the Committee’s
third meeting after the request for review has been received. If an extension of time for
review is required, written notice of the extension must be furnished to the claimant
before the extension begins. If notice that a claim has been denied on review is not
received by the claimant within the time required in this paragraph, the claim is deemed
denied on review.



6.07. Delegation of Committee Responsibilities




The Committee, in its discretion, may delegate to one or more officers of the Corporation
or an Affiliate all or part of the Committee’s authority and duties under the Plan;
provided, however, that the Committee may not delegate its authority or duties under
Article II, Article VII or Section 6.06. The Committee may revoke or amend the terms of a
delegation in accordance with the preceding sentence but such action shall not invalidate
any prior actions of the Committee’s delegate or delegates that were consistent with the
terms of the Plan and the prior delegation.



Article VII




Termination, Amendment or Modification of Plan




7.01. Reservation of Rights




Except as otherwise specifically provided, the Corporation reserves the right to terminate,
amend or modify this Plan wholly or partially at any time and from time to time. Such
right to terminate, amend or modify the Plan shall be exercised by the Committee or its
delegate. Notwithstanding the preceding, with respect to an affected Participant, the Plan
may not be amended, modified or terminated after a Change in Control unless the affected
Participant agrees to such amendment, modification or termination in writing.



7.02. Limitation on Actions




The rights of the Corporation set forth in the preceding Section are subject to the
condition that unless required by regulatory authorities governing the Corporation or its
Affiliates, the Committee or its delegate shall take no action to terminate the Plan or
decrease the benefit that would become payable or is payable, as the case may be, with
respect to a Participant or his Surviving Spouse after the Participant has satisfied the
requirements for an Early Retirement Allowance (regardless of whether he has retired) or
the Participant or his Surviving Spouse has become entitled to a benefit under the Plan.



7.03. Effect of Termination




Except as otherwise provided in this Article VII, upon the termination of this Plan by the
Committee, the Plan shall be of no further force or effect, and neither the Corporation or
its Affiliates or the Administrator nor the Participant or his Surviving Spouse shall have
any further obligation or right under this Plan. Likewise, except as otherwise provided in
this Article VII, the rights of any individual who was a Participant and who ceases to be a
Participant shall be forfeited on the date that the individual ceases to be a Participant.



Article VIII




Miscellaneous




8.01. Limitation on Benefits




	 	(a)	 	If any benefits payable under this Plan and any other payments that the
Participant is entitled to receive under other plans and agreements constitute
Parachute Payments that are subject to the “golden parachute” rules of Code section
280G and the excise tax of Code section 4999, the Parachute Payments shall be reduced
if, and only to the extent that, a reduction will allow the Participant to receive a
greater Net After Tax Amount than he would receive absent a reduction. The remaining
provisions of this Section describe how that intent will be effectuated.






	 	(b)	 	The Accounting Firm will first determine the amount of any Parachute Payments
that are payable to the Participant. The Accounting Firm will also determine the Net
After Tax Amount attributable to the Participant’s total Parachute Payments.






	 	(c)	 	The Accounting Firm will next determine the amount of the Participant’s
Capped Parachute Payments. Thereafter, the Accounting Firm will determine the Net
After Tax Amount attributable to the Participant’s Capped Parachute Payments.






	 	(d)	 	The Participant will receive the total Parachute Payments unless
the Accounting Firm determines that the Capped Parachute Payments will
yield the Participant a higher Net After Tax Amount, in which case the
Participant will receive the Capped Parachute Payments. If the
Participant will receive the Capped Parachute Payments, the Participant’s
total Parachute Payments will be adjusted by first reducing the amount
payable under any other plan, program, or agreement that, by its terms,
requires a reduction to prevent a “golden parachute” payment under Code
section 280G; by next reducing any benefit payable under this Plan to the
extent such benefit is a Parachute Payment; and by next reducing the
Participant’s Parachute Payments as provided under the terms of the
Crestar Financial Corporation Executive Severance Plan and, effective
July 19, 1998, thereafter by reducing Parachute Payments payable under
other plans and agreements (with the reductions first coming from cash
benefits and then from noncash benefits). The Accounting Firm will
notify the Participant and the Corporation if it determines that the
Parachute Payments must be reduced to the Capped Parachute Payments and
will send the Participant and the Corporation a copy of its detailed
calculations supporting that determination.	 






	 	(e)	 	As a result of any uncertainty in the application of Code sections 280G and
4999 at the time that the Accounting Firm makes its determinations under this Section,
it is possible that amounts will have been paid or distributed to the Participant that
should not have been paid or distributed under this Section 8.01 (“Overpayments”), or
that additional amounts should be paid or distributed to the Participant under this
Section 8.01 (“Underpayments”). If the Accounting Firm determines, based on either
controlling precedent, substantial authority or the assertion of a deficiency by the
Internal Revenue Service against the Participant or the Corporation, which assertion
the Accounting Firm believes has a high probability of success, that an Overpayment
has been made, then the Participant shall have an obligation to pay the Corporation
upon demand an amount equal to the sum of the Overpayment plus interest on such
Overpayment at the prime rate of Crestar Bank (or its successor) as such prime rate
shall change from time to time (or, if higher, the rate provided in Code section
7872(f)(2)) from the date of the Participant’s receipt of such Overpayment until the
date of such repayment; provided, however, the Participant shall not be obligated to
make such repayment if, and only to the extent, that the repayment would either reduce
the amount on which the Participant is subject to tax under Code section 4999 or
generate a refund of tax imposed under Code section 4999. If the Accounting Firm
determines, based upon controlling precedent or substantial authority, that an
Underpayment has occurred, the Accounting Firm will notify the Participant and the
Corporation of that determination and the Corporation will pay the amount of that
Underpayment to the Participant promptly in a lump sum, with interest calculated on
such Underpayment at the prime rate of Crestar Bank (or its successor) as such prime
rate shall change from time to time (or, if higher, the rate provided in Code section
7872(f)(2)) from the date such Underpayment should have been paid until actual
payment.






	 	(f)	 	All determinations made by the Accounting Firm under this Section 8.01 are
binding on the Participant and the Corporation and must be made within thirty days
after the Participant’s termination of employment with the Corporation and its
Affiliates.






	 	(g)	 	Effective July 19, 1998, this Section 8.01 shall not apply to a
Participant who has entered into an agreement with the Corporation or an
Affiliate that includes an indemnity by the Corporation or an Affiliate
for any liability that the Participant may incur under Code section 4999
or any liability that the Participant may incur on account of such
indemnification payment.	 





8.02. Unfunded Plan




The Corporation and its Affiliates have only a contractual obligation to make payments of
the benefits described in the Plan. All benefits are to be satisfied solely out of the
general corporate assets of the Corporation and its Affiliates which shall remain subject
to the claims of its creditors. No assets of the Corporation or its Affiliates will be
segregated or committed to the satisfaction of its obligations to any Participant or
Surviving Spouse under this Plan. If the Corporation or an Affiliate, in its sole
discretion, elects to purchase life insurance on the life of a Participant in connection
with the Plan, the Participant must submit to a physical examination, if required by the
insurer, and otherwise cooperate in the issuance of such policy or his rights under the
Plan will be forfeited.



8.03. Other Benefits and Agreements




The benefits, if any, provided for a Participant or a Surviving Spouse under the Plan are
in addition to any other benefits available to such persons under any other plan or program
of the Corporation for its employees, and, except as may otherwise be expressly provided
for, the Plan shall supplement and shall not supersede, modify or amend any other plan or
program of the Corporation or an Affiliate in which a Participant is participating.



8.04. Restrictions on Transfer of Benefits




No right or benefit under the Plan shall be subject to anticipation, alienation, sale,
assignment, pledge, encumbrance or charge, and any attempt to do so shall be void. No
right or benefit hereunder shall in any manner be liable for or subject to the debts,
contracts, liabilities, or torts of the person entitled to such benefit. If any
Participant or his Surviving Spouse should become bankrupt or attempt to anticipate,
alienate, sell, assign, pledge, encumber or charge any right to a benefit hereunder, then
such right or benefit, in the discretion of the Administrator, shall cease and terminate,
and, in such event, the Administrator may hold or apply all or part of the benefit of such
Participant or Surviving Spouse in such manner and in such portion as the Administrator may
deem proper.



8.05. No Guarantee of Employment




The Plan does not in any way limit the right of the Corporation or an Affiliate at any time
and for any reason to terminate the Participant’s employment or such Participant’s status
as an officer of the Corporation or an Affiliate. In no event shall the Plan by its terms
or implications constitute an employment contract of any nature whatsoever between the
Corporation or an Affiliate and a Participant.



8.06. Successors




The Plan shall be binding upon the Corporation and its successors and assigns; subject to
the powers set forth in Article VII, and upon a Participant and his Surviving Spouse and
either of their assigns, heirs, executors and administrators.



8.07. Construction




Headings are given for ease of reference and must be disregarded in interpreting the Plan.
Masculine pronouns wherever used shall include feminine pronouns and the use of the
singular shall include the plural.



8.08. Governing Law




This Plan shall be governed by the laws of the Commonwealth of Virginia (other than its
choice-of-laws provisions) except to the extent that the laws of the Commonwealth of
Virginia are preempted by the laws of the United States.



ARTICLE XIX




SUCCESSOR IN INTEREST




Effective as of December 31, 1998, Crestar Financial Corporation (“Crestar”) was merged into a
wholly owned subsidiary of SunTrust Banks, Inc. (“SunTrust”) and Crestar and its affiliates became
part of the SunTrust controlled group. For purposes of this Plan, a “change in control” occurred
upon the date the merger agreement between Crestar and SunTrust was signed, July 10, 1998. Upon
the “change in control” and after the actual merger, SunTrust has continued to honor the provisions
of this Plan and has paid benefits when and as they have become due. Several Crestar executives
were subject to benefit cutbacks as provided by this Plan and their agreements are attached to this
Plan as exhibits.



The Plan as reflected in this document contains the original document and all amendments adopted
since then. When reviewing this document, and considering the period after December 31, 1998,
Crestar Financial Corporation should be read to mean SunTrust Banks, Inc. or its successor and
Crestar Bank should be read to mean SunTrust Bank or its successor. Effective December 29, 1998,
Crestar Bank became Plan sponsor of this Plan and all other plans funded through the Crestar
Financial Corporation Supplemental Executive Retirement Plans Trust, pursuant to actions of the
Compensation Committee and the Board of Directors of Crestar. SunTrust Bank as successor to
SunTrust Bank is now sponsor.



SunTrust has caused its duly authorized officer to sign this document on this 31st
day of December 2008, to incorporate amendments made up to December 31, 2008, to the Crestar
Financial Corporation Supplemental Executive Plan, which was originally effective and last restated
as of January 1, 1995.



SUNTRUST BANK



By: /s/ Donna D. Lange

Title: SVP, Corporate Benefits Director




2



Exhibit I-1




CRESTAR FINANCIAL CORPORATION

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




Acknowledgment and Agreement




The undersigned hereby acknowledge their understanding of and agreement to the following:




	 	•	 	For purposes of the Crestar Financial Corporation Supplemental Executive Retirement
Plan (the “Plan”), a Change in Control occurred on July 20, 1998, when SunTrust Banks,
Inc. (“SunTrust”) and Crestar Financial Corporation (“Crestar”) entered into an
agreement pursuant to which Crestar became a wholly owned subsidiary of SunTrust.






	 	•	 	Section 8.01 of the Plan provides that a Participant’s Parachute Payments may be
reduced if the Accounting Firm determines that Capped Parachute Payments will yield
the Participant a higher Net After Tax Amount, in which case, the Participant will
receive the Capped Parachute Payments.






	 	•	 	The Accounting Firm is KPMG LLP. The Accounting Firm has determined that Capped
Parachute Payments will yield a higher Net After Tax Amount to the undersigned
Participant and has provided a copy of its detailed calculations supporting that
determination, attached hereto as Exhibit I.






	 	•	 	All determinations made by the Accounting Firm under Section 8.01 of the Plan are
binding on the Participant and the Corporation.






	 	•	 	Accordingly, the annual amount of the single life benefit payable under this Plan
to the undersigned Participant beginning at age 55 will be reduced by $13,976. Should
the undersigned Participant receive his benefit in another form or as of another
commencement date, the actuary for the Plan shall determine the appropriate
actuarially equivalent reduction in the amount of the undersigned Participant’s
benefit payable from this Plan.





This Acknowledgment and Agreement is effective as of July 20, 1998.



PARTICIPANT



/Peter F. Nostrand/


Peter F. Nostrand



CRESTAR FINANCIAL CORPORATION



By: /Ross W. Dorneman/     



Ross W. Dorneman



SUNTRUST BANKS, INC.



By: /Mary T. Steele/     



Mary T. Steele



3



Exhibit I-2




CRESTAR FINANCIAL CORPORATION

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




Acknowledgment and Agreement




The undersigned hereby acknowledge their understanding of and agreement to the following:




	 	•	 	For purposes of the Crestar Financial Corporation Supplemental Executive Retirement
Plan (the “Plan”), a Change in Control occurred on July 20, 1998, when SunTrust Banks,
Inc. (“SunTrust”) and Crestar Financial Corporation (“Crestar”) entered into an
agreement pursuant to which Crestar became a wholly owned subsidiary of SunTrust.






	 	•	 	Section 8.01 of the Plan provides that a Participant’s Parachute Payments may be
reduced if the Accounting Firm determines that Capped Parachute Payments will yield
the Participant a higher Net After Tax Amount, in which case, the Participant will
receive the Capped Parachute Payments.






	 	•	 	The Accounting Firm is KPMG LLP. The Accounting Firm has determined that Capped
Parachute Payments will yield a higher Net After Tax Amount to the undersigned
Participant and has provided a copy of its detailed calculations supporting that
determination, attached hereto as Exhibit I.






	 	•	 	All determinations made by the Accounting Firm under Section 8.01 of the Plan are
binding on the Participant and the Corporation.






	 	•	 	Accordingly, the annual amount of the single life benefit payable under this Plan
to the undersigned Participant beginning at age 55 will be reduced by $5,761. Should
the undersigned Participant receive his benefit in another form or as of another
commencement date, the actuary for the Plan shall determine the appropriate
actuarially equivalent reduction in the amount of the undersigned Participant’s
benefit payable from this Plan.





This Acknowledgment and Agreement is effective as of July 20, 1998.



PARTICIPANT



/James P. Breen/     


James P. Breen



CRESTAR FINANCIAL CORPORATION



By: /Ross W. Dorneman/     



Ross W. Dorneman



SUNTRUST BANKS, INC.



By:/Mary T. Steele/      



Mary T. Steele



4



Exhibit I-3




CRESTAR FINANCIAL CORPORATION

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




Acknowledgment and Agreement




The undersigned hereby acknowledge their understanding of and agreement to the following:




	 	•	 	For purposes of the Crestar Financial Corporation Supplemental Executive Retirement
Plan (the “Plan”), a Change in Control occurred on July 20, 1998, when SunTrust Banks,
Inc. (“SunTrust”) and Crestar Financial Corporation (“Crestar”) entered into an
agreement pursuant to which Crestar became a wholly owned subsidiary of SunTrust.






	 	•	 	Section 8.01 of the Plan provides that a Participant’s Parachute Payments may be
reduced if the Accounting Firm determines that Capped Parachute Payments will yield
the Participant a higher Net After Tax Amount, in which case, the Participant will
receive the Capped Parachute Payments.






	 	•	 	The Accounting Firm is KPMG LLP. The Accounting Firm has determined that Capped
Parachute Payments will yield a higher Net After Tax Amount to the undersigned
Participant and has provided a copy of its detailed calculations supporting that
determination, attached hereto as Exhibit I.






	 	•	 	All determinations made by the Accounting Firm under Section 8.01 of the Plan are
binding on the Participant and the Corporation.






	 	•	 	Accordingly, the annual amount of the single life benefit payable under this Plan
to the undersigned Participant beginning at age 55 will be reduced by $20,294. Should
the undersigned Participant receive his benefit in another form or as of another
commencement date, the actuary for the Plan shall determine the appropriate
actuarially equivalent reduction in the amount of the undersigned Participant’s
benefit payable from this Plan.





This Acknowledgment and Agreement is effective as of July 20, 1998.



PARTICIPANT



/William G. Foster/     


William G. Foster



CRESTAR FINANCIAL CORPORATION



By: /Ross W. Dorneman/     



Ross W. Dorneman



SUNTRUST BANKS, INC.



By: /Mary T, Steele/_     



Mary T. Steele



5



AMENDMENT TO THE

CRESTAR FINANCIAL CORPORTION

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




WHEREAS, SunTrust Bank (the “Corporation”) currently maintains the Crestar Financial
Corporation Supplemental Executive Retirement Plan;



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



NOW, THEREFORE, BE IT RESOLVED that the Plan is hereby amended effective as of January 1,
2009, to add an Appendix A to read as follows:



APPENDIX A




1. Pre-2005 Deferrals. The terms of the Plan in effect on October 3, 2004 shall
govern the time and form of 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 Benefits”).



2. 409A Compliance. To the extent that benefits under the Plan are subject to
Internal Revenue Code section 409A (“409A Benefits”), the Plan is intended to comply with such
section 409A and official guidance issued thereunder (collectively, “Section 409A”).
Notwithstanding anything herein to the contrary, this Plan shall be interpreted, operated and
administered in a manner consistent with this intention. The terms of this Appendix A shall apply
to distributions of 409A Benefits and not Grandfathered Benefits. Any provision of the Plan not in
this Appendix that addresses distribution of benefits shall not apply to 409A Benefits.



3. Distributions. Subject to Paragraph 4 and absent any effective elections under
Paragraph 7, a Participant’s 409A Benefits determined under the Plan shall be distributed, as set
forth below, in a single life annuity commencing upon the earlier of: (i) the date a Participant
becomes Disabled; or (ii) the date a Participant Separates from Service.




(a) Separation from Service. In the event the Participant’s Separation from
Service occurs first:




(1) If such Separation from Service occurs prior to the Participant’s
attainment of age fifty-five (55), payment shall commence in the second month after
the date the Participant attains age fifty-five (55); or




(2) If such Separation from Service occurs on or after the Participant’s
attainment of age fifty-five (55), payment shall commence in the second month after
the Participant Separates from Service.




(b) Disability. In the event a Participant’s Disability occurs first, payment
shall commence in the month after the date the Participant attains age sixty-five (65).



4. Key Employee Delay. Notwithstanding anything herein to the contrary, in the event
that a Participant is a Key Employee as of the date of his or her Separation from Service, any
distributions to such Participant upon his or her Separation from Service shall not commence
earlier than six months following the date of such Separation from Service (or, if earlier, the
date of the Participant’s death) (the “Key Employee Delay”). Amounts payable to the Participant
during such period of delay shall be accumulated and paid in the seventh month following the
Participant’s Separation from Service (or, if earlier, in the month after the Participant’s death).



5. Distributions Upon Death. Notwithstanding anything herein to the contrary, in the
event of the death of the Participant before any benefit payments under the Plan have been made to
the Participant, the amount of the pre-retirement death benefit determined under the Plan (if any)
will be distributed to the Participant’s beneficiary in a single life annuity commencing in the
month after the date of the Participant’s death (provided that any payments that would occur before
such month shall be paid as scheduled). In the event of the death of the Participant after any
benefit payments have commenced, death benefits under the Plan will be payable to the Participant’s
beneficiary only to the extent provided under the form of distribution that has commenced.



6. Interest. If a Participant’s 409A Benefits are payable after the date of a
Participant’s Separation from Service pursuant to Paragraph 3(a) (including as a result of the Key
Employee Delay), 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 SunTrust
Banks, Inc. Retirement Plan, as amended from time to time, until payment of such amount commences
under this Appendix.



7. Special One-Time Election. Notwithstanding any prior elections or 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 his or her 409 Benefits under the
Plan in any permitted form of payment offered by the Committee. Any such election must have become
irrevocable on or before December 31, 2008 and must have been made in accordance with the
procedures and distribution rules established by the Committee and rules under Section 409A.



8. Permitted Form of Payment Options. Subject to the requirements of Paragraphs 4 and
7, a Participant may elect the manner in which his or her 409A Benefits under the Plan shall be
paid from the optional forms of life annuities available under the Retirement Plan in accordance
with the procedures and distribution rules established by the Committee and rules under Section
409A; provided, however, that a Participant may not change his payment election after benefit
payments have begun. If elected, any 409A Benefits paid in a life annuity form other than a single
life annuity shall be Actuarially Equivalent to the single life annuity benefit that would have
been paid to such Participant.



9. Effect of Early Taxation. If the Participant’s 409A Benefits under the Plan are
includible in income pursuant to Section 409A, such benefits shall be distributed immediately to
the Participant.



10. 409A Requirements on Amendment or Termination. No amendment of the Plan shall
apply to Grandfathered Benefits, 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 Section 409A to the Grandfathered Benefits. Upon
termination of the Plan, distribution of 409A Benefits shall be made to Participants and
beneficiaries in the manner and at the time described in this Appendix, unless the Corporation
determines in its sole discretion that all such amounts shall be distributed upon termination in
accordance with the requirements under Section 409A. Upon termination of the Plan, no further
benefit accruals shall occur.



11. Definitions. All capitalized terms used in this Appendix and not defined herein
shall have the same meaning as in the Plan. The following capitalized terms will have the meanings
set forth in this Appendix whenever such capitalized terms are used:




(a) Actuarial Equivalent. Actuarial Equivalent or Actuarially Equivalent
means a form of benefit payment having an equivalent value.




(b) Disability. 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 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.




(c) Key Employee. 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
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.




(d) Separation from Service. Separation from Service or Separates from
Service means a “separation from service” within the meaning of Section 409A.



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




SUNTRUST BANK



By: /s/ Donna D. Lange

Title: SVP, Corporate Benefits Director





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