EX-10.4






Exhibit 10.4




SUNTRUST BANKS, INC.




DEFERRED COMPENSATION PLAN




1




AMENDED AND RESTATED EFFECTIVE AS OF

January 1, 2009

SUNTRUST BANKS, INC.

DEFERRED COMPENSATION PLAN

TABLE OF CONTENTS




Page



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ARTICLE 1	 	ESTABLISHMENT AND PURPOSE	 	 	 	 	 	 	1	 	 	 	 	 
	ARTICLE 2
	 	DEFINITIONS	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1	 
	 
	 	 	2.1	 	 	Account	 	 	 	 	 	 	1	 	 	 	 	 
	 
	 	 	2.2	 	 	Affiliate	 	 	 	 	 	 	1	 	 	 	 	 
	 
	 	 	2.3	 	 	Award	 	 	 	 	 	 	1	 	 	 	 	 
	 
	 	 	2.4	 	 	Beneficiary	 	 	 	 	 	 	2	 	 	 	 	 
	 	 	 	2.5	 	 	Beneficiary Designation Form	 	 	2	 	 	 	 	 
	 
	 	 	2.6	 	 	Cause	 	 	 	 	 	 	2	 	 	 	 	 
	 
	 	 	2.7	 	 	Change in Control	 	 	 	 	 	 	3	 	 	 	 	 
	 
	 	 	2.8	 	 	Code	 	 	 	 	 	 	3	 	 	 	 	 
	 
	 	 	2.9	 	 	Committee	 	 	 	 	 	 	3	 	 	 	 	 
	 
	 	 	2.10	 	 	Deferral Election Form	 	 	 	 	 	 	3	 	 	 	 	 
	 	 	 	2.11	 	 	Designated Distribution Date	 	 	3	 	 	 	 	 
	 
	 	 	2.12	 	 	Disabled or Disability	 	 	 	 	 	 	4	 	 	 	 	 
	 
	 	 	2.13	 	 	Election Date	 	 	 	 	 	 	4	 	 	 	 	 
	 	 	 	 	 	 	(a)Performance Based Compensation	 	 	4	 	 	 	 	 
	 	 	 	 	 	 	(b)Newly Eligible Employee	 	 	4	 	 	 	 	 
	 	 	 	 	 	 	(c)No Commencement After Promotion	 	 	4	 	 	 	 	 
	 
	 	 	2.14	 	 	Eligible Employee	 	 	 	 	 	 	4	 	 	 	 	 
	 
	 	 	2.15	 	 	Eligible Plans	 	 	 	 	 	 	5	 	 	 	 	 
	 
	 	 	2.16	 	 	ERISA	 	 	 	 	 	 	5	 	 	 	 	 
	 
	 	 	2.17	 	 	Investment Fund	 	 	 	 	 	 	5	 	 	 	 	 
	 
	 	 	2.18	 	 	Key Employee	 	 	 	 	 	 	5	 	 	 	 	 
	 
	 	 	2.19	 	 	Mandatory Deferral	 	 	 	 	 	 	5	 	 	 	 	 
	 
	 	 	2.20	 	 	MIP	 	 	 	 	 	 	5	 	 	 	 	 
	 
	 	 	2.21	 	 	Participant	 	 	 	 	 	 	5	 	 	 	 	 
	 
	 	 	2.22	 	 	Plan	 	 	 	 	 	 	5	 	 	 	 	 
	 
	 	 	2.23	 	 	Plan Year	 	 	 	 	 	 	5	 	 	 	 	 
	 
	 	 	2.24	 	 	Retirement	 	 	 	 	 	 	5	 	 	 	 	 
	 
	 	 	2.25	 	 	Retirement Plan	 	 	 	 	 	 	5	 	 	 	 	 
	 	 	 	2.26	 	 	Separation from Service	 	 	6	 	 	 	 	 
	 
	 	 	2.27	 	 	Specified Date	 	 	 	 	 	 	6	 	 	 	 	 
	 
	 	 	2.28	 	 	SunTrust	 	 	 	 	 	 	6	 	 	 	 	 
	 
	 	 	2.29	 	 	Valuation Date	 	 	6	 	 	 	 	 	 	 	 	 
	 
	 	 	2.30	 	 	Year of Service	 	 	6	 	 	 	 	 	 	 	 	 
	ARTILCE 3	 	PARTICIPATION AND DEFERRAL ELECTIONS	 	 	 	 	 	 	6	 	 	 	 	 
	 	 	 	3.1	 	 	Designation by Administrator	 	 	6	 	 	 	 	 
	 
	 	 	3.2	 	 	Deferral Election	 	 	 	 	 	 	6	 	 	 	 	 
	 
	 	 	 	 	 	(a)Election	 	 	 	 	 	 	6	 	 	 	 	 
	 
	 	 	 	 	 	(b)Amount of Deferral	 	 	 	 	 	 	6	 	 	 	 	 
	 
	 	 	3.3	 	 	Mandatory Deferrals	 	 	 	 	 	 	7	 	 	 	 	 
	 	 	 	3.4	 	 	Cancellation of Deferral Election	 	 	7	 	 	 	 	 
	ARTICLE 4	 	INVESTMENT ELECTIONS	 	 	 	 	 	 	7	 	 	 	 	 
	 
	 	 	4.1	 	 	Generally	 	 	 	 	 	 	7	 	 	 	 	 
	 
	 	 	4.2	 	 	Default Investment	 	 	 	 	 	 	7	 	 	 	 	 
	 	 	 	4.3	 	 	No Actual Investment Required	 	 	7	 	 	 	 	 
	 	 	 	4.4	 	 	Compliance with Securities Laws	 	 	7	 	 	 	 	 
	ARTICLE 5	 	ALLOCATION TO ACCOUNTS	 	 	 	 	 	 	8	 	 	 	 	 
	 
	 	 	5.1	 	 	General	 	 	8	 	 	 	 	 	 	 	 	 
	 	 	 	5.2	 	 	Distributions and Forfeitures	 	 	8	 	 	 	 	 
	 
	 	 	5.3	 	 	Deferred Compensation	 	 	 	 	 	 	8	 	 	 	 	 
	 
	 	 	5.4	 	 	Earnings and Losses	 	 	 	 	 	 	8	 	 	 	 	 
	ARTICLE 6
	 	VESTING	 	 	 	 	 	 	 	 	 	 	8	 	 	 	 	 
	 
	 	 	6.1	 	 	Generally	 	 	 	 	 	 	8	 	 	 	 	 
	 
	 	 	6.2	 	 	Exception	 	 	 	 	 	 	8	 	 	 	 	 
	 
	 	 	6.3	 	 	Change in Control	 	 	 	 	 	 	9	 	 	 	 	 
	ARTICLE 7
	 	DISTRIBUTIONS	 	 	 	 	 	 	 	 	 	 	9	 	 	 	 	 
	 	 	 	7.1	 	 	Normal Form of Payment and Commencement	 	 	9	 	 	 	 	 
	 	 	 	7.2	 	 	Alternate Form of Payment Election	 	 	9	 	 	 	 	 
	 	 	 	 	 	 	(a)Procedure for installment election	 	 	9	 	 	 	 	 
	 
	 	 	 	 	 	(b)Cash-out	 	 	 	 	 	 	10	 	 	 	 	 
	 
	 	 	7.3	 	 	Key Employee Delay	 	 	 	 	 	 	10	 	 	 	 	 
	 	 	 	7.4	 	 	In-Service Distribution Election	 	 	10	 	 	 	 	 
	 	 	 	 	 	 	(a)Filing with Administrator	 	 	10	 	 	 	 	 
	 
	 	 	 	 	 	(b)Sub-Account	 	 	 	 	 	 	10	 	 	 	 	 
	 	 	 	7.5	 	 	Subsequent Deferral Election	 	 	11	 	 	 	 	 
	 	 	 	7.6	 	 	Payment of Death Benefit	 	 	11	 	 	 	 	 
	 
	 	 	7.7	 	 	Disability	 	 	 	 	 	 	11	 	 	 	 	 
	 	 	 	7.8	 	 	Withdrawals for Unforeseeable Emergency	 	 	11	 	 	 	 	 
	 
	 	 	 	 	 	(a)Definition	 	 	 	 	 	 	12	 	 	 	 	 
	 	 	 	 	 	 	(b)Participant Evidence	 	 	12	 	 	 	 	 
	 	 	 	 	 	 	(c)Accelerated Payments	 	 	12	 	 	 	 	 
	 	 	 	7.9	 	 	Distribution of Mandatory Deferrals	 	 	12	 	 	 	 	 
	 	 	 	7.10	 	 	Special One-Time Election	 	 	12	 	 	 	 	 
	 
	 	 	7.11	 	 	Pre-2005 Deferrals	 	 	 	 	 	 	12	 	 	 	 	 
	 
	 	 	7.12	 	 	Effect of Taxation	 	 	 	 	 	 	12	 	 	 	 	 
	 
	 	 	7.13	 	 	Permitted Delays	 	 	 	 	 	 	13	 	 	 	 	 
	ARTICLE 8	 	PLAN ADMINISTRATION	 	 	 	 	 	 	13	 	 	 	 	 
	 
	 	 	8.1	 	 	General Administration	 	 	 	 	 	 	13	 	 	 	 	 
	 	 	 	8.2	 	 	Responsibility of Administrator	 	 	13	 	 	 	 	 
	 	 	 	8.3	 	 	Books, Records, and Expenses	 	 	14	 	 	 	 	 
	 
	 	 	8.4	 	 	Compensation	 	 	 	 	 	 	14	 	 	 	 	 
	 
	 	 	8.5	 	 	Indemnification	 	 	 	 	 	 	14	 	 	 	 	 
	 
	 	 	8.6	 	 	Claims for Benefits	 	 	 	 	 	 	14	 	 	 	 	 
	ARTICLE 9
	 	MISCELLANEOUS	 	 	 	 	 	 	 	 	 	 	14	 	 	 	 	 
	 
	 	 	9.1	 	 	Construction	 	 	 	 	 	 	14	 	 	 	 	 
	 
	 	 	9.2	 	 	Severability	 	 	 	 	 	 	14	 	 	 	 	 
	 	 	 	9.3	 	 	No Alienation or Assignment	 	 	14	 	 	 	 	 
	 	 	 	9.4	 	 	Incapacity of Recipient	 	 	15	 	 	 	 	 
	 
	 	 	9.5	 	 	Unclaimed Benefits	 	 	 	 	 	 	15	 	 	 	 	 
	 	 	 	9.6	 	 	Not a Contract of Employment	 	 	15	 	 	 	 	 
	 
	 	 	9.7	 	 	Unfunded Plan	 	 	15	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	(a)Contractual Liability of SunTrust	 	 	15	 	 	 	 	 
	 
	 	 	 	 	 	(b)Rabbi Trust	 	 	 	 	 	 	15	 	 	 	 	 
	 	 	 	9.8	 	 	Right to Amend or Terminate Plan	 	 	16	 	 	 	 	 
	 	 	 	 	 	 	(a)Distribution of Accounts	 	 	16	 	 	 	 	 
	 
	 	 	 	 	 	(b)409A Requirements	 	 	 	 	 	 	16	 	 	 	 	 
	 
	 	 	9.9	 	 	Taxes	 	 	 	 	 	 	16	 	 	 	 	 
	 
	 	 	9.10	 	 	Binding Effect	 	 	 	 	 	 	16	 	 	 	 	 
	 
	 	 	9.11	 	 	Governing Law	 	 	17	 	 	 	 	 	 	 	 	 
	APPENDIX A
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	A-i	 	 	 	 	 
	APPENDIX B
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	B-i	 	 	 	 	 






2




SunTrust Banks, Inc. Deferred Compensation Plan




Amended and Restated

Effective January 1, 2009




ARTICLE 1




Establishment and Purpose




SunTrust Banks, Inc. (“SunTrust”) hereby amends and restates the SunTrust Banks, Inc. Deferred
Compensation Plan, effective as of January 1, 2009, except as otherwise specifically noted.
SunTrust previously amended and restated the SunTrust Banks, Inc. Management Incentive Plan
Deferred Compensation Fund (the “MIP Fund”) and the SunTrust Banks, Inc. Performance Unit Plan
Deferred Compensation Fund (the “PUP Fund”) to establish the SunTrust Banks, Inc. Deferred
Compensation Plan (the “Plan”), effective October 1, 1999. The purpose of the Plan is to provide a
nonqualified and unfunded deferred compensation program to a “select group of management or highly
compensated employees” of SunTrust and its Affiliates within the meaning of sections 201(2),
301(a)(3) and 401(a)(1) of ERISA.



The Plan is amended and restated in this document, effective January 1, 2009. It is intended
to comply with Code section 409A and official guidance issued thereunder (except with respect to
amounts covered by Appendix A). Notwithstanding any other provision of the Plan, the Plan
shall be interpreted, operated and administered in a manner consistent with this intention.



ARTICLE 2




Definitions




The following capitalized terms will have the meanings set forth in this Article 2 whenever such
capitalized terms are used throughout this Plan:




	2.1.	 	Account means the bookkeeping account that is established for each Participant and used to
measure his deferred benefit under this Plan. 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 Plan. A Participant’s Account shall not constitute or be treated
as a trust fund of any kind.






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






	2.3	 	Award means the bonus, incentive or commission pay, or other similar variable compensation,
granted under an Eligible Plan, which may be deferred under this Plan.






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






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






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






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






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






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






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






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






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




	2.7	 	Change in Control means a change in control of SunTrust of a nature that would be required to
be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the
Securities Exchange Act of 1934 as in effect at the time of such “change in control”, provided
that such a change in control shall be deemed to have occurred at such time as (i) any
“person” (as that term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act
of 1934), is or becomes the beneficial owner (as defined in Rule 13d-3 under the Securities
Exchange Act of 1934) directly or indirectly, of securities representing 20% or more of the
combined voting power for election of directors of the then outstanding securities of SunTrust
or any successor of SunTrust; (ii) during any period of two (2) consecutive years or less,
individuals who at the beginning of such period constitute the Board of SunTrust cease, for
any reason, to constitute at least a majority of such Board, unless the election or nomination
for election of each new director was approved by a vote of at least two-thirds of the
directors then still in office who were directors at the beginning of the period; (iii) there
is a consummation of any reorganization, merger, consolidation or share exchange as a result
of which the common stock of SunTrust shall be changed, converted or exchanged into or for
securities of another corporation (other than a merger with a wholly-owned subsidiary of
SunTrust) or any dissolution or liquidation of SunTrust or any sale or the disposition of 50%
or more of the assets or business of SunTrust; or (iv) there is a consummation of any
reorganization, merger, consolidation or share exchange unless (A) the persons who were the
beneficial owners of the outstanding shares of the common stock of SunTrust immediately before
the consummation of such transaction beneficially own more than 65% of the outstanding shares
of the common stock of the successor or survivor corporation in such transaction immediately
following the consummation of such transaction and (B) the number of shares of the common
stock of such successor or survivor of SunTrust beneficially owned by the persons described in
Section 2.7(iv)(A) immediately following the consummation of such transaction is beneficially
owned by each such person in substantially the same proportion that each such person had
beneficially owned shares of SunTrust’s common stock immediately before the consummation of
such transaction, provided (C) the percentage described in Section 2.7(iv)(A) of the
beneficially owned shares of the successor or survivor corporation and the number described in
Section 2.7(iv)(B) of the beneficially owned shares of the successor or survivor corporation
shall be determined exclusively by reference to the shares of the successor or survivor
corporation which result from the beneficial ownership of shares of common stock of SunTrust
by the persons described in Section 2.7(iv)(A) immediately before the consummation of such
transaction.





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




	2.9	 	Committee means the Benefits Plan Committee.






	2.10	 	Deferral Election Form means the form that a Participant uses to elect to defer receipt of
all or a portion of his deferrable Awards pursuant to this Plan.






	2.11	 	Designated Distribution Date means the date determined by the Administrator within the first
quarter of the calendar year selected by a Participant as the Specified Date for payment of an
in-service distribution pursuant to Section 7.4 of the main text of the Plan or Section 1.3 of
Appendix A.






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






	2.13	 	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 an Award shall be such date, as
determined by the Administrator in its discretion, that is on or before the last day of the
calendar year before the year that any services are provided related to the Award.






	 	(a)	 	Performance Based Compensation. Notwithstanding the foregoing, if the
Administrator determines that an Award 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 the sole
discretion to determine whether such individual may submit a Deferral Election Form
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 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 2.13(b), the Deferral Election Form shall apply
only to the portion of an Award 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 Plan after the Election Date for a Plan Year
has passed, but may not become a Participant in this Plan pursuant to Section 2.13(b),
he may not participate in this Plan until the beginning of the next Plan Year,
assuming that he is still an Eligible Employee and that he appropriately files a
Deferral Election Form with the Administrator.






	2.14	 	Eligible Employee means an individual who is a highly compensated or management employee of
SunTrust or an Affiliate for the applicable Plan Year. For purposes of a participant in the
MIP, an individual must currently be in Grade 53 or higher to be an Eligible Employee for
purposes of this Plan. The Administrator, in its sole discretion, may change such requisite
grade level and may determine other appropriate grade levels for MIP deferrals to this Plan
and may establish minimum compensation levels required for Eligible Employees. In addition,
the Administrator has absolute authority to make exceptions to the grade level and deferral
limits and to determine whether an individual qualifies as an Eligible Employee and when he
ceases to be an Eligible Employee and to resolve any disputes regarding eligibility under this
Plan.






	2.15	 	Eligible Plans means the bonus, incentive, commission or similar variable pay plans shown in
Appendix B.






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






	2.17	 	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. The Administrator shall be responsible for selecting the Investment Funds available
and for adding or deleting Funds as the Administrator deems appropriate from time to time.






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






	2.19	 	Mandatory Deferral means the amount defined in Section 3.3.






	2.20	 	MIP means SunTrust Banks, Inc. Management Incentive Plan, as amended from time to time.






	2.21	 	Participant means an Eligible Employee who has made a deferral election in accordance with
the terms of the Plan or otherwise has had amounts credited to his Account. An individual
ceases to be a Participant when his entire benefit under the Plan has been distributed or
forfeited.






	2.22	 	Plan means SunTrust Banks, Inc. Deferred Compensation Plan as described in this document,
including any Appendices attached, which are incorporated herein by reference, as amended from
time to time.






	2.23	 	Plan Year means the calendar year.






	2.24	 	Retirement means a Participant’s Separation from Service on or after attaining age fifty-five
(55) and completing at least five (5) Years of Vesting Service (as determined under the
Retirement Plan).






	2.25	 	Retirement Plan means SunTrust Banks, Inc. Retirement Plan, as amended and restated effective
January 1, 2008, and as subsequently amended from time to time, or its successor plan.






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






	2.27	 	Specified Date means a time or a fixed schedule specified under the Plan in accordance with
Treas. Reg. § 1.409A-3(a)(4).






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






	2.29	 	Valuation Date means the last 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 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.






	2.30	 	Year of Service means a year of service for vesting purposes, including all years of service
prior to and after the effective date of this Plan, as determined under the terms of the
Retirement Plan.





ARTICLE 3




Participation and Deferral Elections





	3.1	 	Designation by Administrator. Each key executive of SunTrust or an Affiliate who is
designated by the Administrator as eligible for this Plan will become a Participant if he
files an applicable deferral election in accordance with the rules of this Article 3. The
Administrator in its absolute discretion may revoke any designation of participation at any
time but no such revocation shall be applied retroactively to deprive an individual of
benefits accrued under this Plan.






	3.2	 	Deferral Election.






	 	(a)	 	Election. An Eligible Employee who wishes to defer receipt of all or a
portion of an Award with respect to a Plan Year must file a Deferral Election Form,
written or electronic, with the Administrator on or before the Election Date and in
accordance with the procedures and distribution rules established by the
Administrator. A deferral election under this Section 3.2(a) shall become irrevocable
once the deadline for filing such elections has expired, except as provided in
Sections 3.4.






	 	(b)	 	Amount of Deferral. The portion of an Award that may be deferred shall be
specified in each Eligible Plan, although the Administrator is authorized, in its
discretion, to set minimum or maximum deferral amounts for each Plan Year. Except as
provided in Section 3.3, an Award shall not be deferred pursuant to the provisions of
this Plan unless the Participant properly files a Deferral Election Form in accordance
with Section 3.2(a) above. Thereafter, only the portion of the Award that is subject
to the Deferral Election Form shall be controlled by, and subject to, this Plan.






	3.3	 	Mandatory Deferrals. If any portion of an Award is subject to mandatory deferral (as
provided in the Eligible Plan) (each, a “Mandatory Deferral”), then each Mandatory Deferral
shall be subject to the provisions of this Plan regardless of whether the Eligible Employee
files a Deferral Election Form with the Administrator. With respect to each Mandatory
Deferral, the terms of the Eligible Plan shall determine whether all or part of such Mandatory
Deferral is subject to a vesting schedule and if so, what the vesting schedule is; and whether
such Mandatory Deferral is subject to any special investment restrictions. Unless otherwise
elected by a Participant pursuant to a Deferral Election Form filed with the Administrator on
or before the Election Date, each Mandatory Deferral shall be paid in accordance with Section
7.9.






	3.4	 	Cancellation of Deferral Election. If a Participant becomes Disabled or obtains a
distribution under Section 7.8 on account of an Unforeseeable Emergency, his outstanding
deferral elections shall be cancelled.





ARTICLE 4




Investment Elections





	4.1	 	Generally. Each Participant who had a benefit in the MIP Fund or the PUP Fund as of
September 30, 1999, was required to make an election to allocate his existing Account balance
in each such Fund among the available Investment Funds in increments of one percent (1%).
Each Eligible Employee who initially becomes a Participant after September 30, 1999, must make
an investment election for his first deferral made under this Plan. All future deferrals
shall be deemed to be invested pursuant to the Participant’s most recent investment election.
A Participant may elect from time to time to reallocate his Account balance among the
Investment Funds pursuant to the administrative procedures established by the Administrator.






	4.2	 	Default Investment. If a Participant fails to make an initial investment election pursuant
to Section 4.1, his Account 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. The Administrator shall have no responsibility to
any Participant or anyone claiming a benefit through a Participant if a Participant fails to
make an investment election or to change any investment election.






	4.3	 	No Actual Investment Required. Notwithstanding the preceding sections of this Article 4,
this Plan shall remain an unfunded plan and the description of Investment Funds in this
Article 4, including any election rights of a Participant, shall not obligate SunTrust or an
Affiliate to set aside any funds or to make any actual investments pursuant to this Plan. The
purpose of the selection of the Investment Funds is to provide a means for measuring the value
of the Accounts.






	4.4	 	Compliance with Securities Laws. Notwithstanding the foregoing provisions of this Article 4,
if a Participant is subject to Section 16 of the Securities Exchange Act of 1934 (the
“Exchange Act”), then such Participant’s investment elections shall be subject to such
additional rules as may be established by the Administrator as it deems necessary to ensure
that transactions by such Participant comply with Rule 16b-3 of the Exchange Act (or any
successor rules).





ARTICLE 5




Allocation to Accounts





	5.1	 	General. A Participant’s benefit under this Plan is equal to the vested balance of his
Account. As of each Valuation Date, amounts shall be allocated to and charged against each
Participant’s Account in accordance with this Article 5.






	5.2	 	Distributions and Forfeitures. A Participant’s Account will be reduced by any distributions
made under Article 7 and by any forfeitures pursuant to Section 6.2.






	5.3	 	Deferred Compensation. For each Plan Year, each Participant’s Account shall be credited with
an amount in accordance with the Participant’s Deferral Election Form for that Plan Year or in
accordance with the provisions of any Eligible Plan requiring Mandatory Deferrals. The
deferred amount shall be credited to the Account as of the date(s) that the Award would
otherwise have been paid to the Participant but for the deferral pursuant to this Plan.






	5.4	 	Earnings and Losses. Each Participant’s Account will be credited with earnings or charged
with losses based on the performance of each Investment Fund selected by the Participant or
the default Investment Fund, as though the Participant’s Account were actually invested in
such Investment Fund, at such times as determined by the Administrator, but not less
frequently than the last Valuation Date of the 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 applicable Valuation Date preceding the date of distribution of Plan
benefits or the date of forfeiture pursuant to Section 6.2. 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.





ARTICLE 6




Vesting





	6.1	 	Generally. Except as provided in Section 6.2, a Participant’s interest in his benefit under
this Plan is one hundred percent (100%) vested and nonforfeitable at all times.






	6.2	 	Exception. If a Participant’s Account has been credited with an amount that is subject to a
vesting period (as defined in the Eligible Plan), and the Participant terminates employment
with SunTrust and its Affiliates for any reason prior to meeting the vesting requirements for
such amount, then that portion of the amount that is not vested, and the earnings on such
nonvested portion shall be forfeited and deducted from the Participant’s Account.
Notwithstanding the foregoing: (1) an Eligible Plan may provide that the nonvested portion of
a Participant’s Account shall not be forfeited if the Participant is terminated without Cause
within three (3) years following a Change in Control, and, in such case, the provisions of
Section 6.3 of this Plan shall control unless the Eligible Plan provides otherwise; and (2)
upon a Participant’s death, Disability, Retirement or involuntary termination of employment
resulting in the Participant’s eligibility to receive benefits under SunTrust Banks, Inc.
Severance Pay Plan (disregarding for purposes of determining eligibility, the Participant’s
eligibility to receive severance benefits under another severance plan or individual agreement
maintained by SunTrust or an Affiliate), the Participant’s nonvested Account balance shall
fully vest as of the date that forfeiture would otherwise occur. The second clause of the
preceding sentence shall apply to any Mandatory Deferral credited under the Plan after June
30, 2007, unless the Eligible Plan in connection with such Mandatory Deferral specifically
provides one or all of the events described in the second clause shall not result in full
vesting.






	6.3	 	Change in Control. Unless an Eligible Plan provides for some other treatment, if a
Participant’s employment with SunTrust or any Affiliate or their successors is terminated
without Cause within three (3) years of a Change in Control, any portion of the Participant’s
Account that was nonvested at the Change in Control and has not yet vested shall become fully
vested immediately prior to the effective time of the Participant’s termination of employment.
A Participant’s voluntary termination of employment, including a Participant’s Retirement or
voluntary resignation, is not considered termination for Cause for purposes of vesting under
this Section 6.3.





ARTICLE 7




Distributions





	7.1	 	Normal Form of Payment and Commencement. Except as otherwise provided in this Article 7,
when a Participant Separates from Service for any reason, he shall be paid his vested benefit
under this Plan in a single lump sum cash payment during the first quarter of the calendar
year immediately following the year in which his Separation from Service occurs. The amount
payable to the Participant shall be equal to the vested balance of the Participant’s Account
as of the Valuation Date immediately preceding the date of distribution.






	7.2	 	Alternate Form of Payment Election. A Participant who does not wish to have his benefit
under this Plan paid in a lump sum pursuant to Section 7.1 may elect on a Deferral Election
Form to have the portion of his Account related to amounts deferred pursuant to the Deferral
Election Form (and earnings thereon) distributed in five (5) annual installments, with the
first payment commencing in the first quarter of the calendar year immediately following the
year in which the Participant’s Separation from Service occurs. Each subsequent annual
installment shall be paid during the first quarter of each of the subsequent four (4) calendar
years.






	 	(a)	 	Procedure for Installment Election. A Participant’s election to receive
installment payments of the portion of his Account described above in Section 7.2
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 3.2. Each
installment payment shall be determined based on the vested balance of such portion of
the Participant’s Account as of the Valuation Date immediately preceding the date of
payment.






	 	(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
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 7.3.






	7.3	 	Key Employee Delay. Notwithstanding anything herein to the contrary, distributions may not
be made to a Key Employee upon a Separation from Service before the date which is six (6)
months after the date of the Key Employee’s Separation from Service (or, if earlier, the date
of death of the Key Employee). Any payments that would otherwise be made during this period
of delay shall be accumulated and paid in the seventh month following the Participant’s
Separation from Service.






	7.4	 	In-Service Distribution Election. Unless the Administrator announces otherwise for a Plan
Year, a Participant may elect on a Deferral Election Form to have the portion of his Account
related to amounts deferred under such Deferral Election Form (and earnings thereon) paid to
the Participant as of a Specified Date. The deferred amount subject to this election will be
paid in a lump sum on the Designated Distribution Date, based on the value of the
Participant’s vested sub-account which is to be distributed, as of the Valuation Date
immediately preceding the date of such distribution.






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






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






	7.5	 	Subsequent Deferral Election. A Participant may make one or more subsequent elections to
change the time or form of a distribution for a deferred amount in accordance with the
procedures and distribution rules established by the Administrator, 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 7.1 (lump sum payment after Separation from Service), 7.2 (installments after
Separation from Service), or 7.4 (in-service distribution), a distribution may not be
made earlier than at least five (5) years from the date the distribution would have
otherwise been made; and






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






	7.6	 	Payment of Death Benefit. Notwithstanding any elections by the Participant or provisions of
the Plan to the contrary, if a Participant dies at any time (including after his Separation
from Service), the Administrator shall authorize payment to the Participant’s Beneficiary of
any vested benefits due under the Plan but not paid to the Participant prior to his death.
Payment of the Participant’s vested Account balance shall be distributed to the Beneficiary in
a lump sum payment in the first quarter of the calendar year immediately following the year of
the Participant’s death (provided that any payment that would occur before such calendar
quarter shall be paid as scheduled).






	7.7	 	Disability. Notwithstanding any elections by a Participant or provisions of the Plan to the
contrary, if a Participant becomes Disabled at any time, then his vested Account balance will
be distributed to the Participant in a lump sum payment in the first quarter of the calendar
year immediately following the year in which the Participant becomes Disabled (provided that
any payment that would occur before such calendar quarter shall be paid as scheduled).






	7.8	 	Withdrawals for Unforeseeable Emergency. A Participant may withdraw all or any portion of
his vested Account balance for an Unforeseeable Emergency. The amounts distributed with
respect to an Unforeseeable Emergency may not exceed the amounts necessary to satisfy such
Unforeseeable Emergency plus amounts necessary to pay taxes reasonably anticipated as a result
of the distribution, after taking into account the extent to which such hardship is or may be
relieved through reimbursement or compensation by insurance or otherwise or by liquidation of
the Participant’s assets (to the extent the liquidation of such assets would not itself cause
severe financial hardship) or by cessation of deferrals under this Plan.






	 	(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 7.8. The Administrator shall use
uniform and nondiscriminatory standards in reviewing any requests for distributions to
meet an Unforeseeable Emergency. Amounts distributed under this Section 7.8 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 7.2 shall receive an accelerated payment of such
installments under this Section 7.8(c) to the extent such accelerated payment does not
exceed the amount necessary to meet the Unforeseeable Emergency.






	7.9	 	Distribution of Mandatory Deferrals. Unless otherwise elected by a Participant in accordance
with Section 3.2 and the procedures and distribution rules established by the Administrator,
the vested portion of each Mandatory Deferral shall be paid in a lump sum upon the earlier of:
(a) the Specified Date for each Mandatory Deferral set forth in the Eligible Plan; or (b) the
Participant’s Separation from Service. In the event the Participant’s Separation from Service
occurs before any such Specified Date, the lump sum payment shall be made in the first quarter
of the calendar year immediately following the year of the Participant’s Separation from
Service, subject to the delay in payment for Key Employees as set forth in Section 7.3.






	7.10	 	Special One-Time Election. Notwithstanding any prior elections or Plan provisions to the
contrary, a Participant who was an employee of SunTrust and its Affiliates (including on a
paid leave of absence) may have made an election to receive all or a specified portion of his
or her Account pursuant to Section 7.1, 7.2, or 7.4. Any such election must have become
irrevocable on or before December 31, 2008 and must have been made in accordance with the
procedures and distribution rules established by the Administrator and the transition rules
under Code section 409A.






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






	7.12	 	Effect of Taxation. If a portion of the Participant’s Account balance is includible in
income under Code section 409A, such portion shall be distributed immediately to the
Participant.






	7.13	 	Permitted Delays. Notwithstanding the foregoing, any payment to a Participant under the 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 7.13 shall be paid in accordance with Code section
409A on the earliest date on which SunTrust reasonably anticipates that the making of the
payment will not cause a violation of Federal securities laws or other applicable law.





ARTICLE 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.






	 	(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.





ARTICLE 9




Miscellaneous





	9.1	 	Construction. The headings and subheadings in this Plan have been set forth for convenience
of reference only and have no substantive effect whatsoever. Whenever any words 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 Plan shall be held invalid or illegal for
any reason, any illegality or invalidity shall not affect the remaining parts of the Plan, but
the Plan shall be construed and enforced as if the illegal or invalid provision had never been
inserted.






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






	9.4	 	Incapacity of Recipient. If any person entitled to a distribution under the Plan is deemed
by the 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 SunTrust and the Plan with respect to the payment.






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






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






	9.7	 	Unfunded Plan.






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






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






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






	 	(a)	 	Distribution of Accounts. If SunTrust terminates the Plan, distribution of
balances in Accounts shall be made to Participants and Beneficiaries in the manner and
at the time as provided in Article 7, unless SunTrust determines in its sole
discretion that all such amounts shall be distributed upon termination in accordance
with the requirements under Code section 409A.






	 	(b)	 	409A Requirements. Notwithstanding the foregoing, no amendment of the Plan
shall apply to amounts that were earned and vested (within the meaning of Code section
409A and regulations thereunder) under the Plan prior to 2005, unless the amendment
specifically provides that it applies to such amounts. The purpose of this
restriction is to prevent a Plan amendment from resulting in an inadvertent “material
modification” to amounts that are “grandfathered” and exempt from the requirements of
Code section 409A.






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






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






	9.11	 	Governing Law. The Plan and all actions taken pursuant to the Plan shall be governed by the
laws of the State of Georgia (excluding its conflict-of-interest laws) except to the extent
such laws are superseded by federal law.





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
	 

	 	 






3



APPENDIX A




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) (the “Grandfathered
Amounts”) and are exempt from the requirements of Code section 409A shall be made in accordance
with the Plan terms as in effect on October 3, 2004 and as summarized in this Appendix A.
Unless otherwise specified below, all Section references in this Appendix A shall refer to
Sections in this Appendix A.




	 	 	A-1. Distributions






	 	1.1	 	Normal Form of Payment and Commencement. Except as otherwise
provided in this Section A-1, when the Participant separates from service with
SunTrust and its Affiliates for any reason, he shall be paid his vested benefit under
this Plan in a single lump sum cash payment during the first quarter of the calendar
year immediately following the year of his separation. The amount payable to the
Participant shall be equal to the vested balance of the Participant’s Account as of
the Valuation Date immediately preceding the date of distribution, less withholding
for applicable federal and state taxes.






	 	1.2	 	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 1.1, to receive payment of his total
vested benefit under this 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 (4) calendar years. Each installment payment shall be determined based on the
balance of the Participant’s Account as of the Valuation Date immediately preceding
the date of payment and shall be reduced by withholding for applicable federal and
state taxes. A Participant’s election to receive installment payments of his Plan
benefit pursuant to this Section 1.2 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.






	 	1.3	 	In-Service Distribution Election without Reduction. A Participant
may file an election with the Administrator for a future in-service distribution of
his deferred Award(s) for each Plan Year without incurring a penalty, provided the
election is made no less than four (4) years and no more than fifteen (15) years prior
to the Designated Distribution Date. A Participant’s election for an in-service
distribution pursuant to this Section 1.3 shall be a part of his Deferral Election
Form and shall be filed with the Administrator on or before the Election Date for the
applicable Plan Year.






A Participant’s Award to which an in-service distribution election applies pursuant
to this Section 1.3 shall be maintained as a sub-account of the Participant’s
Account unless all of the Participant’s Awards deferred pursuant to this Plan are
subject to an in-service distribution election with the same Designated
Distribution Date. Awards deferred and not subject to an in-service distribution
election are distributed pursuant to Section 1.1 or 1.2.




	 	1.3.1	 	Form and Commencement. An in-service distribution
shall be paid in a single lump-sum cash payment during the first quarter of
the calendar year in which the Designated Distribution Date occurs, based on
the value of the Participant’s vested sub-account which is to be distributed
in that year, as of the Valuation Date immediately preceding the date of such
distribution. The amount of an in-service distribution shall be reduced by
applicable withholding for federal and state taxes.






	 	1.3.2	 	Revoking In-Service Distribution Election. A
Participant may revoke an election for an in-service distribution by filing a
written revocation with the Administrator at least one (1) year prior to the
Designated Distribution Date. Upon such revocation, the provisions of Section
1.1 shall apply, unless the Participant makes a valid installment election
payment pursuant to Section 1.2.






	 	1.3.3	 	Effect of Termination or Death. If a Participant
should die or otherwise separate from service with SunTrust and its Affiliates
before his Designated Distribution Date(s), any and all outstanding in-service
distribution elections shall be automatically revoked, and any portion of his
Account subject to an in-service distribution election pursuant to this
Section 1.3 shall be paid in accordance with Section 1.1 or 1.2.






	 	1.4	 	Death. In the event of a Participant’s death, the Administrator
shall authorize payment to the Participant’s Beneficiary of any vested benefits due
hereunder but not paid to the Participant prior to his death. Payment shall be made
at the same time as if the Participant had retired on the date of his death and shall
be made in accordance with Section 1.1, or if the Participant has a valid installment
election in effect at his death, then in accordance with Section 1.2. The Beneficiary
may request a change to 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 installment payments but
before all installment payments have been made, the remaining annual installment
payments shall be paid to his Beneficiary at the same time they would otherwise
have been paid to the Participant. The Beneficiary may request an accelerated
payment in the form of a lump-sum cash payment by making a written request to the
Administrator prior to the 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.




	 	1.5	 	Disability. A Participant shall be entitled to payment of his Plan
benefit in the event of his Total Disability only if the conditions of Sections 1.5.1
and 1.5.2 are met. In such situation, payment of the Participant’s benefit shall
commence pursuant to Section 1.1 or 1.2 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:






	 	1.5.1	 	The Participant has incurred a “Total Disability” as such
term is defined in SunTrust Banks, Inc. Long-Term Disability Plan (or any
successor plan), which entitles the Participant to disability payments under
such plan; and






	 	1.5.2	 	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.






	 	1.6	 	Extreme Financial Hardship. A Participant may request a distribution
of all or part of his vested Plan benefit prior to the date specified in Sections 1.1,
1.2, 1.3, and 1.5 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 Participant to provide such evidence as the Administrator deems necessary to
determine whether distribution is warranted pursuant to this Section 1.6. The
Administrator shall use uniform and nondiscriminatory standards in reviewing any
requests for distributions to meet an extreme financial hardship.






	 	1.6.1	 	Form and Commencement. A hardship distribution to a
Participant pursuant to this Section 1.6 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 in the Participant’s Account.






	 	1.6.2	 	Accelerated Installment Payments. A Participant who
has commenced receiving installment payments pursuant to Section 1.2 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.






	 	1.7	 	Early Withdrawal Election with 10% Reduction. A Participant may file
a written election with the Administrator to receive an early withdrawal of any vested
portion of his Account, provided, however, that such early withdrawal payment shall be
subject to a 10% forfeiture, which shall reduce the balance of the Participant’s
Account. An early withdrawal payment shall be made in a single lump-sum cash payment
(less applicable withholding for federal and state taxes) as soon as practicable after
the Administrator receives and approves a written request for early withdrawal.
Amounts withdrawn under this Section 1.7 shall be deemed to reduce pro rata the deemed
investment in each Investment Fund in the Participant’s Account. A Participant who
receives an early withdrawal may not make an election under Section 3.2 of the Plan to
defer his Award(s) for a one (1) year period beginning on the first date at which the
application of such cancellation would not violate Code section 409A.






	 	1.8	 	Payment to Guardian, Legal Representative or Other. If a benefit
hereunder is payable to a minor or a person declared incompetent or to a person
incapable of handling the disposition of his property, the 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 Plan benefit. A payment pursuant to this
Section 1.8 shall completely discharge the Administrator and SunTrust from all
liability with respect to such benefit.





A-2. Right to Amend or Terminate Plan



The amendment or termination of the Plan with respect to the Grandfathered Amounts shall be
made in accordance with the Plan terms as in effect on October 3, 2004 and as summarized in this
Section A-2. SunTrust expects to continue this Plan indefinitely, but reserves the right to amend
or discontinue the Plan should it deem such an amendment or discontinuance necessary or desirable.
SunTrust hereby authorizes and empowers the Administrator to amend this Plan in any manner that is
consistent with the purpose of this Plan as set forth above, without further approval from the
Board except as to any matter that the Administrator determines may result in a material increased
cost to SunTrust. However, if SunTrust or Administrator should amend or discontinue this Plan,
SunTrust shall be liable for payment of any Awards deferred under this Plan and earnings thereon
that have accrued and are vested as of the date of such action.



4



APPENDIX B




ELIGIBLE PLANS




The following plans shall constitute Eligible Plans as of January 1, 2009:



	 
	Plan Name
	CIB LOB Manager Incentive Plan

	LOB Head Incentive Plan

	W&IM Executive Management Incentive Plan

	TCM Equity Investment Professionals Incentive Plan

	TCM Fixed Income Investment Professionals Incentive Plan

	TCM Trader Incentive Plan

	TCM Sr Management Incentive Plan

	National Correspondent Production Mgr Incentive Plan

	Correspondent Account Mgr Incentive Plan

	Senior Management Incentive Plan

	Risk Management Incentive Plan

	Secondary Marketing Incentive Plan

	Sr. Hedge Strategist Incentive Plan

	Retail Management Incentive Plan

	Loan Consultant Incentive Plan

	LOB Mgr Incentive Plan

	Sales Mgr Incentive Plan

	National Wholesale/Broker Mgr Incentive Plan

	Wh/Broker Account Executive Incentive Plan

	Wh/Broker Division Mgr Incentive Plan

	Wh/Broker Production Mgr Incentive Plan

	Wh/Broker Regional Mgr Incentive Plan

	GenSpring LLC Corporate Incentive Plan

	GenSpring Wealth Management Strategist Incentive Plan

	TCM Administrative Manager Incentive Plan

	TCM Wholesaler Incentive Plan

	TCM Investment Managers Incentive Plan

	TCM Sales Manager Incentive Plan

	CIB Bonus Plan Incentive Plan

	STIS Private Financial Advisor Incentive Plan

	STIS Private Wealth Advisor Incentive Plan

	STIS Investment Consultant Incentive Plan

	Commercial Banking Incentive Plan

	Management Incentive Plan (MIP)








5