EX-10.10






Exhibit 10.10




AMENDMENT TO THE

CRESTAR FINANCIAL CORPORTION

DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS OF CRESTAR FINANCIAL CORPORATION AND CRESTAR BANK




WHEREAS, SunTrust Banks, Inc. (the “Corporation”) currently maintains the Crestar Financial
Corporation Deferred Compensation Plan For Outside Directors of Crestar Financial Corporation and
Crestar Bank (the “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) (the “Code”);



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. 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 any 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, a Participant’s 409A Benefits, if any,
shall be distributed in a lump sum within 30 days of the Participant’s Separation from Service.



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 Separation from Service, his lump sum
distribution shall be paid in the seventh month following the Participant’s Separation from Service
(or, if earlier, in the month after the Participant’s death).



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



6. 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 Code 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 Code section 409A.



7. 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) 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 Code
section 409A using a December 31 identification date. A listing of Key Employees as of an
identification date shall be effective for the 12-month period beginning on the April 1
following the identification date.




(b) Separation from Service. Separation from Service or Separates from
Service means a “separation from service” within the meaning of Code 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




1



CRESTAR FINANCIAL CORPORATION




DEFERRED COMPENSATION PLAN




FOR




OUTSIDE DIRECTORS OF




CRESTAR FINANCIAL CORPORATION




AND




CRESTAR BANK




As Restated With Amendments Through

December 31, 2008




2



TABLE OF CONTENTS




Section Page




	1.	 	Purpose.	 






	2.	 	Definitions.	 






	 	(a)	 	Beneficiary or Beneficiaries 1	 






	 	(b)	 	Beneficiary Designation Form 2	 






	 	(c)	 	Benefit Adjustment Schedule 2	 






	 	(d)	 	Benefit Schedule 2	 






	 	(e)	 	Board 3	 






	 	(f)	 	Compensation 3	 






	 	(g)	 	Compensation Committee 3	 






	 	(h)	 	Corporation 3	 






	 	(i)	 	Deferral Election Form 3	 






	 	(j)	 	Deferral Year 3	 






	 	(k)	 	Deferred Benefit 3	 






	 	(l)	 	Deferred Cash Account 3	 






	 	(m)	 	Deferred Cash Benefit 4	 






	 	(n)	 	Deferred Income Benefit 4	 






	 	(o)	 	Deferred Income Benefit Record 4	 






	 	(p)	 	Directors 4	 






	 	(q)	 	Distribution Election Form 5	 






	 	(r)	 	Election Date 5	 






	 	(s)	 	Employee 5	 






	 	(t)	 	Meeting Fees 5	 






	 	(u)	 	Members 5	 






	 	(v)	 	Participant 6	 






	 	(w)	 	Plan 6	 






	 	(x)	 	Retainer Fee 6	 






	 	(y)	 	Security 6	 





	 	 	 	 	 	 	 	 	 
	 
	 	(z)   Terminate, Terminating, or Termination	 	 	6	 
	3.
	 	Participation.	 	 	7	 
	4.
	 	Deferral Election.	 	 	7	 







	5.	 	Effect of No Election.	 






	6.	 	Deferred Cash Benefits and Distributions.	 






	7.	 	Deferred Income Benefits and Distributions.	 






	8.	 	Hardship Distributions.	 






	9.	 	Corporation’s Obligation.	 






	10.	 	Control by Participant.	 






	11.	 	Claims Against Participant’s Deferred Benefits. 16	 






	12.	 	Amendment or Termination.	 





3



DEFERRED COMPENSATION PLAN

FOR

OUTSIDE DIRECTORS OF

CRESTAR FINANCIAL CORPORATION

AND

CRESTAR BANK




1. Purpose.



Crestar Financial Corporation and its subsidiary, Crestar Bank (collectively, the
“Corporation”), adopted a plan under which the Corporation’s Directors who were not Employees could
defer all of either or both of the components of their Compensation. This Deferred Compensation
Plan for Outside Directors of Crestar Financial Corporation and Crestar Bank (the “Plan”) was
adopted effective January 1, 1983, and was last amended and restated December 13, 1983, subject to
the provisions of Section 12. This Plan is intended to constitute a deferred compensation plan for
corporate directors’ fees in accordance with Revenue Ruling 71-419, 1971-2 C.B. 220.



Effective as of December 31, 1998, Crestar Financial Corporation was merged into a wholly
owned subsidiary of SunTrust Banks, Inc. (“SunTrust”) and the Crestar and its affiliates became
part of the SunTrust controlled group. Effective as of January 1, 1999, non-Employee Directors who
did not become members of the SunTrust Board of Directors were allowed to continue making deferrals
under this Plan if they continued to serve on the Board of Directors of the Corporation and they
had elected to defer for the 1998 Plan Year. The effective date of the last deferral made under
this Plan was December 31, 2003 for compensation earned in 2004. Thereafter, no additional
deferrals have been made and no future deferrals are contemplated. The Plan as reflected in this
document contains the 1983 amendment and restatement adopted by the Corporation with amendments
adopted after that date. The last amendment before this current restatement was adopted in
December 1998. When reviewing this document, 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.



2. Definitions.



The following definitions apply to this Plan and to the Deferral Election Forms.



(a) Beneficiary or Beneficiaries means a person or persons or other entity designated
on a Beneficiary Designation Form by a Participant as allowed in Subsection 6(d) and Subsection
7(f) of this Plan to receive Deferred Benefit payments. If there is no valid designation by the
Participant, or if the designated Beneficiary or Beneficiaries fail to survive the Participant or
otherwise fail to take the Benefit, the Participant’s Beneficiary is the first of the following who
survives the Participant: a Participant’s spouse (the person legally married to the Participant
when the Participant dies); the Participant’s children in equal shares; the Participant’s other
surviving issue, per stirpes; the Participant’s parents; and the Participant’s
estate.



(b) Beneficiary Designation Form means a form acceptable to the Chairman of the
Compensation Committee or his designee used by a Participant according to this Plan to name his
Beneficiary or Beneficiaries who will receive all Deferred Benefit payments under this Plan if he
dies.



(c) Benefit Adjustment Schedule means that schedule established by the Compensation
Committee for each Deferral Year to determine the annual payment amounts attributable to Deferred
Income Benefits. Each Deferral Year’s Benefit Adjustment Schedule will be constructed by applying
an adjustment factor established by the Committee periodically to the related Benefit Schedule.
Thus, payments beginning earlier than age 65 will be reduced on a present value basis for each year
that the Participant’s age when payments begin is less than age 65. Payments beginning after the
Participant is 66 will be increased on an annually compounded basis by a fixed percentage for each
year that the Participant’s age when payments begin is greater than age 65. The application of any
Benefit Adjustment Schedule may be limited as provided in Subsection 7(c) of this Plan.



(d) Benefit Schedule means the schedule established by the Compensation Committee for
a Deferral Year as the annual payment amounts attributable to a Deferred Income Benefit under this
Plan. The Benefit Schedule reflects the payments at age 65 per a specified amount (for example,
per $1,000) of Compensation deferred as a Deferred Income Benefit according to a Deferral Election
Form and according to Section 7 of this Plan. Any new Benefit Schedule established by the
Compensation Committee for a Deferral Year applies to all Deferral Election Forms with respect to
the applicable Deferral Year.



(e) Board means the board of directors of Crestar Financial Corporation and Crestar
Bank according to law and each entity’s governing documents.



(f) Compensation means a Member’s Meeting Fees and Retainer Fee for the Deferral Year.



(g) Compensation Committee means the Corporation’s executive body bearing the title of
Compensation Committee, constituted according to the Corporation’s governing documents.



(h) Corporation means both Crestar Financial Corporation and Crestar Bank,
collectively.



(i) Deferral Election Form means a document governed by the provisions of Section 4 of
this Plan, including the portion that is the Distribution Election Form and the related Beneficiary
Designation Form that applies to all of that Participant’s Deferred Benefits under the Plan.



(j) Deferral Year means a calendar year for which a Member has an operative Deferral
Election Form.



(k) Deferred Benefit means either a Deferred Cash Benefit or a Deferred Income Benefit
under the Plan for a Member who has submitted an operative Deferral Election Form pursuant to
Section 4 of this Plan.



(l) Deferred Cash Account means that bookkeeping record established for each
Participant who elects a Deferred Cash Benefit under this Plan. A Deferred Cash Account is
established only for purposes of measuring a Deferred Cash Benefit and not to segregate assets or
to identify assets that may or must be used to satisfy a Deferred Cash Benefit. A Deferred Cash
Account will be credited with the Participant’s Compensation deferred as a Deferred Cash Benefit
according to a Deferral Election Form and according to Section 6 of this Plan. A Deferred Cash
Account will be credited periodically with amounts based upon interest rates established by the
Compensation Committee under Subsection 6(b(b)) of this Plan.



(m) Deferred Cash Benefit means the Deferred Benefit elected by a Participant under
Section 4 that results in payments governed by Section 6.



(n) Deferred Income Benefit means the Deferred Benefit elected by a Participant under
Section 4 that results in payments governed by Section 7. The amount and duration of a
Participant’s payments under each Deferred Income Benefit are determined for each Deferral Year
according to the Participant’s Deferred Income Benefit Record for that Deferral Year, which is
based upon the Benefit Schedule and Benefit Adjustment Schedule for that Deferral Year established
under Section 7 of this Plan by the Compensation Committee.



(o) Deferred Income Benefit Record means that bookkeeping record established for each
Deferred Income Benefit attributable to a Participant who elects a Deferred Income Benefit under
this Plan. A Deferred Income Benefit Record is only for purposes of accounting for a Deferred
Income Benefit and not to segregate assets or to identify assets that may or must be used to
satisfy a Deferred Income Benefit. A Deferred Income Benefit Record will be credited according to
the Participant’s Deferral Election Form and according to Subsection 7(d(d)) of this Plan.



(p) Directors means those duly named members of the Board.



(q) Distribution Election Form means that part of a Deferral Election Form used by a
Participant according to this Plan to establish the duration of deferral and the frequency of
payments of a Deferred Benefit. If a Deferred Benefit has no Distribution Election Form that is
operative according to Section 4, then distribution of that Deferred Benefit is governed by
Subsections 6(c) and (d), if it is a Deferred Cash Benefit, or by Subsections 7(e) and (f), if it
is a Deferred Income Benefit.



(r) Election Date means the date established by this Plan as the date before which a
Member must submit a valid Deferral Election Form to the Compensation Committee. For each Deferral
Year, the Election Date is December 31 unless an earlier date is set by the Compensation Committee.



(s) Employee means an individual with whom either Crestar Financial Corporation or
Crestar Bank has an employer-employee relationship as determined for Federal Insurance Contribution
Act purposes and Federal Unemployment Tax Act purposes, including Subsection 3401(c) of the
Internal Revenue Code and regulations promulgated under that Subsection.



(t) Meeting Fees means the portion of a Director’s Compensation that is based upon his
attendance at Board meetings and meetings of the Corporation’s committees, according to the
Corporation’s established rules and procedures for compensating Directors.



(u) Members means Directors who are not simultaneously Employees.




Effective January 1, 1999, the above definition is amended to read as follows:




Members means Directors who are not simultaneously Employees or members of the
board of directors of SunTrust Banks, Inc. and who also deferred under this Plan in the
1998 Deferral Year and in each Deferral Year prior to the time for which the determination
is being made.



(v) Participant, with respect to any Deferral Year, means a Member whose Deferral
Election Form is operative for that Deferral Year according to Section 4 of this Plan.



(w) Plan means this Deferred Compensation Plan for Outside Directors of Crestar
Financial Corporation and Crestar Bank.



(x) Retainer Fee means that portion of a Director’s Compensation that is fixed and
paid without regard to his attendance at meetings.



(y) Effective January 1, 1988, Security means the same as it does under section 2(1)
of the Securities Act of 1933, 15 U.S.C. 77B(1), except when it refers to an Employer Security. An
Employer Security means a Security issued by the Corporation or by an Employee Retirement Income
Security Act of 1974 (ERISA) Affiliate. A contract to which ERISA section 408(b) (5) applies is
not treated as a Security for purposes of this Plan.



(z) Terminate, Terminating, or Termination, with respect to a
Participant, mean cessation of his relationship with the Corporation as a Director whether by death
or severance for any other reason.




Effective October 23, 1998 the above definition is amended to read as follows:



Terminate, Terminating, or Termination, with
respect to a Participant, means cessation of his or her relationship with
Crestar Financial Corporation as a member of the Board and cessation of
his or her relationship with Crestar Bank as a member of the Board.



3. Participation.



A Member becomes a Participant for any Deferral Year by filing a valid Deferral Election Form
according to Section 4 before the Election Date preceding that Deferral Year, but only if his
Deferral Election Form is operative according to Section 4.



4. Deferral Election.



A deferral election is valid when a Deferral Election Form is completed, signed by the
electing Member, and received by the Compensation Committee Chairman. Deferral elections are
governed by the provisions of this section.



(a) A Participant may receive a Deferred Benefit for any Deferral Year only if he is a Member
at the beginning of that Deferral Year.



(b) Before each Deferral Year’s Election Date, each Member will be provided with Deferral
Election Forms and a Beneficiary Designation Form. Under one or both Deferral Election Forms for a
single Deferral Year, a Member may elect before the Election Date to defer the receipt of his
entire Retainer Fee or all of his Meeting Fees or all of his Compensation for the Deferral Year.
Each Distribution Election Form must provide for the deferral of its covered Deferred Benefit at
least until after the Member is 65 or until he Terminates, if that is before he is 65. The
duration of a deferral may be different for his Deferred Cash Benefit and his Deferred Income
Benefit. A Member may not elect a Deferred Income Benefit for the Deferral Year in which he
becomes 66 or for Deferral Years after that, but he may always elect a Deferred Cash Benefit.



(c) A Member may complete a Deferral Election Form for either a Deferred Cash Benefit or a
Deferred Income Benefit for his Retainer Fee and a different Deferral Election Form for his Meeting
Fees, or he may complete a single Deferral Election Form for his entire Compensation. A Member may
not divide his Retainer Fee between Deferral Election Forms, and he may not divide his Meeting Fees
between Deferral Election Forms.



(d) A Deferral Election Form that covers a Member’s Meeting Fees must cover his entire Meeting
Fees for the Deferral Year. A Deferral Election Form that covers a Member’s Retainer Fee must
cover his entire Retainer Fee for the Deferral Year.



(e) At such times and on such terms and conditions as may be established by the Compensation
Committee, a Participant may elect to convert all or a portion of his Deferred Cash Benefit made
under the Plan to a Deferred Income Benefit. No such election may be made or approved which would
affect or otherwise change the frequency or commencement of any such Deferred Cash Benefit.



(f) Each Distribution Election Form is part of the Deferral Election Form on which it appears
or to which it states that it is related. The Compensation Committee may allow a Participant to
file one Distribution Election Form for all of his Deferred Cash Benefits and one for all of his
Deferred Income Benefits. The provisions of Subsection 2((q)) apply to any Deferred Benefit under
this Plan if there is no operative Distribution Election Form for that Deferred Benefit.



(g) If it does so before the last business day of the Deferral Year, the Compensation
Committee may reject any Deferral Election Form or any Distribution Election Form or both, and it
is not required to state a reason for any rejection. However, the Committee’s rejection of any
Deferral Election Form or any Distribution Election Form must be based upon action taken without
regard to any vote of the Member whose Deferral Election Form or Distribution Election Form is
under consideration, and the Committee’s rejections must be made on a uniform basis with respect to
similarly situated Members. Except as provided in Section 0, if the Compensation Committee rejects
a Deferral Election Form, the Member must be paid the amounts he would then have been entitled to
receive if he had not submitted the rejected Deferral Election Form.




Effective January 1, 1985, Subsection 4(g) is amended to read as follows:



(g) If it does so before the last business day of the Deferral Year, the Compensation
Committee may wholly or partially reject any Deferral Election Form or any Distribution Election
Form or both, and it is not required to state a reason for any rejection. However, the Committee’s
whole or partial rejection of any Deferral Election Form or any Distribution Election Form must be
based upon action taken without regard to any vote of the Member whose Deferral Election Form or
Distribution Election Form is under consideration, and the Committee’s rejections must be made on a
uniform basis with respect to similarly situated Members. Except as provided in Section 13, if the
Compensation Committee wholly or partially rejects a Deferral Election Form, the Member must be
paid the amounts he would then have been entitled to receive if he had not been entitled to submit
the Deferral Election Form as to the whole or part rejected.



(h) A Member may not revoke a Deferral Election Form or a Distribution Election Form after the
Deferral Year begins. Any revocation before the beginning of the Deferral Year is the same as a
failure to submit a Deferral Election Form or a Distribution Election Form (as the case may be).
Any writing signed by a Member expressing an intention to revoke his Deferral Election Form or a
related Distribution Election Form and delivered to a member of the Compensation Committee before
the close of business on the last business day preceding the Deferral Year is a revocation.



5. Effect of No Election.



A Member who has not submitted a valid Deferral Election Form to the Compensation Committee
before the relevant Election Date may not defer his Compensation for the Deferral Year under this
Plan. The Deferred Benefit of a Member who submits a valid Deferral Election Form but fails to
submit a valid Distribution Election Form for that Deferred Benefit before the relevant Election
Date or who otherwise has no valid Distribution Election Form for that Deferred Benefit is governed
by Subsection 2(q).



6. Deferred Cash Benefits and Distributions.



(a) Deferred Cash Benefits will be set up in a Deferred Cash Account for each Participant and
credited with interest at rates determined by the Compensation Committee. A Deferred Cash Benefit
attributable to a Retainer Fee is credited to the Participant’s Deferred Cash Account on the
February 1 of the Deferral Year. A Deferred Cash Benefit attributable to a Meeting Fee is credited
to the Participant’s Deferred Cash Account on the first day of the month after a meeting. Interest
is credited on the first day of each month based on the Deferred Cash Account balance at the end of
the preceding day.



(b) Interest rates established by the Compensation Committee as the basis for additional
credits to Deferred Cash Accounts will be announced periodically as specific amounts or as a
variable rate linked to a specified standard. Those interest rates will apply prospectively for
all current and future Deferred Cash Account balances until changed by another announcement.
Interest credits are accrued annually on accumulated Deferred Cash Accounts. Interest is accrued
through the end of the month preceding the month of distribution.



(c) A Deferred Cash Benefit will be paid in a lump sum unless the Participant’s Deferred Cash
Benefit Distribution Election Form specifies installment payments; e.g., equal annual
payments plus interest for 5, 10, 15, or 20 years. Any lump-sum payment will be paid or
installment payments will begin to be paid on the February 15 of the year after the Participant’s
sixty-fifth birthday or earlier Termination, unless otherwise specified in a Participant’s Deferred
Cash Benefit Distribution Election Form. For distributions caused by Termination other than death,
or for distributions that would otherwise begin because a Participant reaches age 65, the Deferred
Cash Benefit Distribution Election Form may specify that payments are to commence on the February
15 following Termination or the February 15 following some specified age that is not less than the
Participant’s age two years from the Election Date pertaining to the applicable Deferral Year and
not greater than the age at which there are no earnings limitations in order to receive full social
security benefits (currently age 70).



(d) Deferred Cash Benefits may not be assigned. A Participant may use only one Beneficiary
Designation Form to designate one or more Beneficiaries for all of his Deferred Cash Benefits; such
designations are revocable. Each Beneficiary will receive his portion of the Deferred Cash Account
on February 15 of the Year following the Participant’s death unless the Beneficiary’s request for
accelerated payment is approved at the Compensation Committee’s discretion or unless the
Beneficiary’s request for a different distribution schedule is received before distributions begin
and approved at the Compensation Committee’s discretion. The Committee may insist that multiple
Beneficiaries agree upon a single distribution method.



7. Deferred Income Benefits and Distributions.



(a) By electing a Deferred Income Benefit, a Member elects to be paid amounts attributable to
that Deferred Income Benefit in installments for a specific number of years based upon his Deferred
Income Benefit Record according to this Section determined by that Deferral Year’s Benefit Schedule
and Benefit Adjustment Schedule. Payments of amounts attributable to each of a Participant’s
Deferred Income Benefits are determined separately according to the Deferral Year for which the
Deferred Income Benefit was elected.



(b) Each Deferral Year’s Benefit Schedule and Benefit Adjustment Schedule will be published
and made available to Members as soon as practicable after they are adopted by the Compensation
Committee. Each Benefit Schedule and Benefit Adjustment Schedule must be filed with this document
when adopted by the Compensation Committee. Proposed Benefit Schedules and Benefit Adjustment
Schedules may be changed at the Committee’s discretion until adopted by the Committee.



(c) Despite the relevant Benefit Schedule or Benefit Adjustment Schedule, at its discretion,
the Compensation Committee may limit payments of amounts attributable to any Deferred Income
Benefit so that a Participant who Terminates or who receives an accelerated distribution under the
hardship provisions of Section 8 before he attains age 65 may not receive a rate of return greater
than he would have received at age 65 based upon his Deferred Income Benefit Record at the time
each distribution is made.



(d) Each of a Participant’s Deferred Income Benefits will be set up in a Deferred Income
Benefit Record for each Deferral Year. The first Deferred Benefit attributable to a Retainer Fee
is credited to the Participant’s Deferred Income Benefit Record on February 1 of the Deferral Year.
A Participant’s Deferred Benefits attributable to Meeting Fees are accumulated during the Deferral
Year and credited to the Participant’s Deferred Income Benefit Record on the first February 1 after
the Deferral Year. A Participant’s credit to his Deferred Income Benefit Record for Meeting Fees
will be supplemented with interest credits as if his Meeting Fees had been credited to his Deferred
Cash Account during the Deferral Year.




Effective January 1, 1985, Subsection 7(d) is amended to read as follows:



(d) Each of a Participant’s Deferred Income Benefits will be set up in a Deferred Income
Benefit Record for each Deferral Year. Except as provided in the next sentence, the first Deferred
Benefit attributable to a Retainer Fee is credited to the Participant’s Deferred Income Benefit
Record on February 1 of the Deferral Year. If a Member has elected a Deferred Income Benefit for
his Retainer Fee for a Deferral Year, and if that Member’s Retainer Fee is increased after the
beginning of that Deferral Year, for as long as it deems it administratively useful, the
Compensation Committee may elect to treat the portion of that increase that is not rejected
according to Subsection 4(f) as if it were a Meeting Fee according to the next sentence (that is,
the Deferred Benefit attributable to the increase may be accumulated for as long as the
Compensation Committee deems it administratively useful and then credited to the Participant’s
Deferred Income Benefit). A Participant’s Deferred Benefits attributable to Meeting Fees are
accumulated during the Deferral Year and credited to the Participant’s Deferred Income Benefit
Record on the first February 1 after the Deferral Year.



(e) A Deferred Income Benefit will be paid out in equal annual installments based on the
Participant’s Deferred Income Benefit Record at the time each distribution is made and based on the
related Deferred Income Benefit Distribution Election Form. Deferred Income Benefit payments may
not begin before the year after the Participant is 55. Except as provided in the preceding
sentence, Deferred Income Benefit payments begin on the February 15 of the year after a
Participant’s Termination (or earlier attainment of age 65), unless otherwise specified in his
related Distribution Election Form. For distributions caused by Termination other than death, or
for distributions that would otherwise begin because a Participant reaches age 65, the Deferred
Income Benefit Distribution Election Form may specify that payments are to begin the February 15
following Termination or the February 15 following some specified age that is not less than 55 and
not greater than the age at which there are no earnings limitations in order to receive full social
security benefits (currently age 70).



(f) Deferred Income Benefits may not be assigned. A Participant may use only one Beneficiary
Designation Form to designate one or more Beneficiaries for all of his Deferred Income Benefits;
such designations are revocable. If a Participant dies before receiving all of his Deferred Income
Benefit payments under all of his Deferral Election Forms, the Participant’s Beneficiaries will
receive the remaining payments and other survivors’ benefits, as follows:




(1) If a Participant is not over age 65 and dies before Termination, his
Beneficiaries will receive payments attributable to his Deferred Income Benefits
determined as if he had Terminated at age 65 according to the Benefit Schedules and
determined in duration by the related Distribution Election Forms. Such
Beneficiaries will also receive on February 15 following the Participant’s death, a
lump-sum benefit equal in the aggregate to one-half of each of the original credits
to his Deferred Income Benefit Record.




(2) If a Participant over age 65 dies before his Deferred Income Benefit
payments begin, his Beneficiaries will receive payments attributable to his
Deferred Income Benefits adjusted for commencement beyond age 65 in accordance with
the related Benefit Adjustment Schedules. The Deferred Income Benefit payments
will be at the times and for as long as specified in the related Distribution
Election Forms. Such Beneficiaries will also receive on February 15 of the year
following the Participant’s death, a lump-sum benefit equal in the aggregate to
one-half of each of the original credits to his Deferred Income Benefit Record.




(3) If a Participant dies after his Deferred Income Benefit payments begin,
any remaining payments attributable to his Deferred Income Benefits will be
continued to his Beneficiaries. Such Beneficiaries will also receive on February
15 of the year following the Participant’s death, a lump-sum benefit equal in the
aggregate to one-half of each of the original credits to his Deferred Income
Benefit Record.



8. Hardship Distributions.



(a) At its sole discretion and at the request of a Participant before or after the
Participant’s Termination, or at the request of any of the Participant’s Beneficiaries after the
Participant’s death, the Compensation Committee may accelerate and pay all or part of any amount
attributable to a Participant’s Deferred Benefits under this Plan. Accelerated distributions may
be allowed only in the event of a financial emergency beyond the Participant’s or Beneficiary’s
control and only if disallowance of a distribution would create a severe hardship for the
Participant or Beneficiary. An accelerated distribution must be limited to the amount determined
by the Compensation Committee to be necessary to satisfy the financial emergency. An accelerated
distribution to a Beneficiary is also limited to the amount of the survivors’ benefit payable.



(b) For purposes of an accelerated distribution of a Deferred Income Benefit under this
section, the Deferred Income Benefit’s value is determined by the relevant Deferred Income Benefit
Record at the time of the distribution and by taking into account the Participant’s age and the
related Benefit Adjustment Schedule.



(c) Distributions under this section must first be made from the Participant’s Deferred Cash
Account before accelerating the distribution of any amount attributable to a Deferred Income
Benefit. If distribution of any amount attributable to a Deferred Income Benefit is accelerated,
the most recent Deferred Income Benefit must be exhausted first, followed in succession by
exhaustion of each next-most-recent Deferred Income Benefit.



(d) A distribution under this section is in lieu of that portion of the Deferred Benefit that
would have been paid otherwise. A Deferred Cash Benefit is adjusted for a distribution under this
Section by reducing the Participant’s Deferred Cash Account balance by the amount of the
distribution. A Deferred Income Benefit is adjusted for a distribution under this Section by
reducing the annual payments that would have been paid by the percentage that the distribution
bears to the Deferred Income Benefit’s maximum value (adjusted for any earlier distribution under
this Section) based on the Participant’s age at the time of distribution except as modified in
paragraph (a) for Beneficiary distributions.



9. Corporation’s Obligation.



Except as provided in Subsection 12(b), the Plan is unfunded. The Plan is funded only
according to Subsection 12(b)b). Until the Plan is funded, a Deferred Benefit is at all times a
mere contractual obligation of the Corporation. Until the Plan is funded, a Participant and his
Beneficiaries have no right, title, or interest in the Deferred Benefits or any claim against them.
Except as provided in Subsection 12((b)b), the Corporation will not segregate any funds or assets
for Deferred Benefits nor issue any notes or security for the payment of any Deferred Benefit.



10. Control by Participant.



A Participant has no control over Deferred Benefits except according to his Deferral Election
Forms, his Distribution Election Forms, and his Beneficiary Designation Form.



11. Claims Against Participant’s Deferred Benefits.



A Deferred Cash Account and Deferred Income Benefit Record relating to a Participant under
this Plan are not subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, or charge, and any attempt to do so is void. A Deferred Benefit is not
subject to attachment or legal process for a Participant’s debts or other obligations. Nothing
contained in this Plan gives any Participant any interest, lien, or claim against any specific
asset of the Corporation. Until the Plan is funded according to Subsection 12(b), a Participant or
his Beneficiary has no rights other than as a general creditor.



12. Amendment or Termination.



Except as otherwise provided in this Section, this Plan may be altered, amended, suspended, or
terminated at any time by the board of directors of Crestar Financial Corporation.



(a) This Plan is effective when the Internal Revenue Service rules to the satisfaction of the
Corporation’s counsel and the Compensation Committee that the Corporation may deduct payments of
Deferred Benefits and that a Participant’s Deferred Benefit is not taxable to him until it is paid.
The Plan may be amended as deemed necessary by the Corporation’s counsel and the Compensation
Committee in order to obtain favorable rulings from the Internal Revenue Service. The Plan may be
operated according to its terms (as amended periodically) and as directed by the Compensation
Committee until it is effective. Once the Plan is effective, the board of directors of Crestar
Financial Corporation may alter, amend, suspend, or terminate this Plan at any time. However,
except for a termination of the Plan caused by the determination of the board of directors of
Crestar Financial Corporation that the laws upon which the Plan is based have changed in a manner
that negates the Plan’s objectives, that board may not alter, amend, suspend, or terminate this
Plan without the majority consent of all Directors who are Employees if that action would result
either in a distribution of all Deferred Benefits in any manner other than as provided in this Plan
or that would result in immediate taxation of Deferred Benefits to Participants. Notwithstanding
the preceding sentence, if the Board of Directors of Crestar Financial Corporation requests a
ruling from the Internal Revenue Service to the effect that any amendment to the Plan, subsequent
to the date the Plan became effective, does not adversely affect Deferred Benefits elected
hereunder after the effective date of any such amendment, and the Internal Revenue Service declines
to rule favorably on any such amendment or to rule favorably only if the Board of Directors of
Crestar Financial Corporation makes amendments to the Plan not acceptable to such Board, the Board,
in its sole discretion, may accelerate the distribution of part or all amounts attributable to
affected Deferred Benefits hereunder.



(b) Despite Subsection 12(a), if there is a change in the voting control of the Corporation
that the Board does not recommend to the shareholders (effective January 1, 1988, the preceding
italicized language is amended to read, “if there is a Control Change”), the Corporation must
immediately make a lump-sum contribution to a trustee under a trust agreement by transferring
assets with a fair-market value equal to (1) the value (determined at the nearest month end) of the
Deferred Cash Accounts plus (2) the value of an amount sufficient to fund at that time payment of
amounts attributable to one hundred percent of the Deferred Income Benefits when they are due plus
(3) a reasonable allowance for all future administration fees. The trust agreement must contain
provisions sufficient (in the opinion of either the Internal Revenue Service or counsel selected by
the Corporation) to allow the Participants (or a substantial number of Participants) to continue to
defer income taxation on their Deferred Benefits until they are distributed according to this Plan.
In that case, the board of directors of Crestar Financial Corporation may amend the Plan only by
such action as may be necessary or desirable to assure those payments to the trust fund. If the
Internal Revenue Service refuses to give the required opinion on such a trust, and if counsel
selected by the Corporation is of the opinion that no such trust can be created, all Deferred
Benefits under this Plan must be paid to Participants in lump-sum distributions within a reasonable
time after such Control Change. In all events, any such trust must provide Participants who are
income-taxed on their entitlements with funds sufficient to pay the income taxes.



Effective April 24, 1991, Subsection 12(b) is amended to read as follows:



(b) Despite subsection 12(a), upon a Control Change or upon unexpected taxation as described
in section 5.01(d) of the Crestar Financial Corporation Outside Directors Trust Agreement, the
Corporation must immediately cause a lump-sum distribution to or on behalf of each Participant from
the Crestar Financial Corporation Outside Directors Trust, paying all Deferred Benefits under this
Plan, according to the Crestar Financial Corporation Outside Directors Trust Agreement. In
addition, each Deferred Benefit must be enhanced according to subsection 12(e) to compensate
Participants for the economic loss caused by having to pay taxes earlier than expected. For these
purposes, an enrolled actuary must calculate the present value, including the enhancement, of each
Participant’s Deferred Benefits.



Effective January 1, 1988, the following Subsection 12(c) is added to the Plan:



(c) Control Change. For purposes of this Plan, a Control Change occurs if



(1) any person (within the meaning of sections 13(d) and 14(d)(2)
of the Securities Exchange Act of 1934) is or becomes the beneficial
owner, directly or indirectly, of Securities of Crestar Financial
Corporation (“CFC”) representing thirty percent or more of the combined
voting power of CFC’s then outstanding Securities; or



(2) during any period of two consecutive calendar years,
individuals who at the beginning of such period constitute CFC’s board
of directors cease for any reason to constitute a majority of CFC’s
board of directors, unless the election (or the nomination for election
by CFC’s shareholders) 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 such period; and approved by a vote of at
least two-thirds of the directors then still in office who were
directors at the beginning of such period; and



(3) in the case of an ownership change described in paragraph (1),
a majority of the directors in office immediately before the ownership
change and who are not Members determine, within ten days of the
ownership change, that a Control Change has occurred.



Effective April 24, 1991, Subsection 12(c) is amended to read as follows:



(c) Control Change. For purposes of this Plan, a Control Change occurs if any of the
circumstances described in this subsection’s paragraphs occurs.




(1) Any Person, together with all Affiliates and Associates of that Person
(“Person,” “Affiliate,” and “Associate” as defined in or under the Securities
Exchange Act of 1934), becomes directly or indirectly the Beneficial Owner (as
defined under section 13(d) of the Securities Exchange Act of 1934) of Securities
representing at least thirty percent of Crestar Financial Corporation’s then
outstanding Securities entitled to vote generally in the election of the Crestar
Financial Corporation board of directors.




(2) During any period of two consecutive calendar years, the Continuing
Directors cease for any reason to constitute a majority of Crestar Financial
Corporation’s board of directors. For purposes of this paragraph, Continuing
Director means any member of the Crestar Financial Corporation board of
directors if




	 	(A)	 	the individual was a member
of Crestar Financial Corporation’s board of directors before
an event defined as a Control Change in this subsection’s
other two paragraphs, OR






	 	(B)	 	the individual was
nominated for election or elected by a two-thirds majority
vote of the members of Crestar Financial Corporation’s board
of directors who satisfy the requirements of paragraph (A).






A Crestar Financial Corporation board member may not satisfy the requirements of
this paragraph if that member was nominated for election or elected by board
members who are elected by or recommended for election by a Person (as defined in
the Securities Exchange Act of 1934) described in paragraph (1) or the surviving or
purchasing corporation described in paragraph (3).




(3) Crestar Financial Corporation enters into a definitive agreement to merge
or consolidate Crestar Financial Corporation with or into another corporation or to
sell or otherwise dispose of 50% or more of Crestar Financial Corporation’s assets;
AND




	 	(A)	 	that agreement
does not include provisions requiring that the
surviving or acquiring entity must maintain the
Plan’s terms on the date that the agreement is
entered into; OR	 






	 	(B)	 	that agreement
does not include provisions requiring that the
surviving or acquiring entity must establish or
maintain a plan that covers all Participants in the
Plan on the date that the agreement is entered into
and that provide benefits that are at least equal to
the Plan’s benefits according to the Plan’s terms on
the date that the agreement is entered into, as
determined by an independent expert applying a
standard derived from section 208 of ERISA;
OR	 






	 	(C)	 	that agreement
satisfied paragraph (A) or (B), but does not also
provide that those provisions survive the
consummation of the merger or consolidation or sale
of assets so that any Participant in the Plan may
enforce those provisions against the surviving or
acquiring entity; OR	 






	 	(D)	 	that agreement
satisfies the requirements of paragraph (A), (B), or
(C), but, in fact, the surviving or acquiring entity
does not establish or maintain a plan that covers
all Participants in the Plan on the date that the
agreement is entered into and that provides benefits
that are at least equal to the Plan’s benefits
according to the Plan’s terms on the date that the
agreement is entered into, as determined by an
independent expert applying a standard derived from
section 208 of ERISA.	 





Effective April 24, 1991, the following Subsection 12(d) is added to the Plan:



(d) Funding Policy. The Crestar Financial Corporation Outside Directors
Trust must be funded according to this subsection’s two paragraphs.



(1) Required Contributions Upon a Control Change. Upon a Control
Change, the Corporation must contribute to the Crestar Financial Corporation
Outside Directors Trust amounts necessary, based on the calculation required
according to subsection 12(e), to fund all unfunded Deferred Benefits, including
the tax equalization enhancements required according to subsection 12(e). Those
required contributions may be in the form of cash or other property.



(2) Discretionary Contributions Before a Control Change. It is the
Corporation’s intent that its discretionary contributions to the Crestar Financial
Corporation Outside Directors Trust be made in accordance with this funding
policy, which is intended to establish guidelines for those discretionary
contributions. The Compensation Committee will review discretionary contributions
on an annual basis.




	 	(A)	 	Discretionary contributions to the Crestar
Financial Corporation Outside Directors Trust may be in the form of
cash or other property.






	 	(B)	 	As to the benefits for the Plan Year 1989
and each later year, the increase in accrued benefits for any year
may be funded, but never at a rate that exceeds that year’s benefit
expenses.






	 	(C)	 	As to the benefits for the Plan Year 1988
and each earlier year, accrued benefit amounts reflected on the
Corporation’s balance sheet as liabilities will be eliminated through
payment of benefits when due, together with funding, during the
remaining “working” lives of the Participants plus a reasonable
period for the payout of benefits under the Plan. Benefits will not
be funded through the Crestar Financial Corporation Outside Directors
Trust, to the extent that there is an equivalent value represented by
corporate assets in the form of insurance policies owned by the
Corporation. However, the Corporation may transfer those insurance
policies as contributions to the Crestar Financial Corporation
Outside Directors Trust when it is prudent to do so. The remaining
value (the Corporation’s balance sheet liability, net of the asset
value of insurance policies), if any, should be funded based on the
two principles set out in this subparagraph’s two clauses.






	 	(i)	 	Typically, any funding
would not exceed benefits expensed (whether annual increases
or previously expensed).






	 	(ii)	 	The Compensation
Committee may, at its discretion, accelerate funding
whenever the Committee determines that it is
necessary to protect benefits.	 






	 	(D)	 	The value and the form of any
contribution should take into account the Corporation’s
profits and cash flow, the contributions’ impact upon the
Corporation’s earnings per share, the value of the Crestar
Financial Corporation Outside Directors Trust assets before
the contribution in relation to liabilities to beneficiaries
of the Crestar Financial Corporation Outside Directors
Trust, the opinions rendered by the Corporation’s counsel
about the consequences of the Crestar Financial Corporation
Outside Directors Trust, under applicable laws and
regulations, any opinions, of the Corporation’s counsel
about the contribution and applicable laws and regulations,
and the Corporation’s goal to protect the Crestar Financial
Corporation Outside Directors Trust assets for the exclusive
purpose of paying benefits to the beneficiaries of the
Crestar Financial Corporation Outside Directors Trust.	 





Effective April 24, 1991, the following Subsection 12(e) is added to the Plan:



(e) Payment calculation and enhancement. Payments described in this Plan
subsection are required whenever a Participant or a Participant’s Beneficiary receives a
distribution of Deferred Benefits that has been made earlier than expected because of a
Control Change or because of unexpected taxation as described in section 5.01(d) of the
Crestar Financial Corporation Outside Directors Trust Agreement.



(1) Intent. Payments to or on behalf of a Participant according to
this Plan subsection include an enhancement of that Participant’s Deferred
Benefits intended to allow the Participant to be in essentially the same after-tax
(and after penalties) economic position as would have prevailed if the benefit
distributions had occurred at the time and in the amounts otherwise expected. For
purposes of this Plan section, the after-tax income just mentioned refers to
income after any and all taxation (income taxes, excise taxes, and other taxes) by
any taxing authority (federal, state, local, or otherwise), whether attributable
to all or part of the Participant’s entitlement under this Plan.



(2) Formula for calculations. To determine the amount of any payment
due according to this Plan section, the Compensation Committee or its designee may
periodically identify—and record the results of those determinations as a new or
revised exhibit 12(e) to this Plan—the formula deemed necessary by the
Compensation Committee or its designee to quantify the payment entitlement
described in the preceding paragraph, including factors such as the time at which
benefits would have been paid under this Plan, investment earnings that would have
accrued on funds that would have accumulated, until that benefit-payment time, and
any other factor deemed important by the Compensation Committee or its designee.
As provided in subsection 12(b), the Compensation committee or its designee must
name an enrolled actuary (i.e., an actuary whose certification of benefit
liabilities, funding, and the like would be acceptable to the Internal Revenue
Service for a plan subject to Code section 412) to make independent determinations
required by this Plan section. That actuary may do as much or as little
investigation as the actuary deems necessary to reach its conclusions. The
actuary’s reasonable fees and expenses are a Plan expense and must be paid or
reimbursed according to this Plan’s terms. The actuary’s determinations and
conclusions are final unless changed by the Compensation Committee. Until the
Compensation Committee causes an exhibit 12(e) to be added to this Plan, the
present value of each Participant’s Deferred Benefit must be calculated and
adjusted, according to this paragraph’s definitions, to recognize the taxation of
investment return over what would have been the deferral period.



Definitions





Marginal Tax Rate (MTR) means the federal tax rate on the highest level of taxable
earnings in the year of distribution.




State Marginal Tax Rate (SMTR) means the state tax rate on the highest level of
taxable earnings in the year of distribution.




Discount Rate (DR) means the PBGC Immediate Annuity Rate plus 1% for the month
preceding the month of distribution.




Discount Rate for Premature Distribution means the Discount Rate multiplied by the
product of one minus the State Marginal Tax Rate reduced by one minus the State Marginal
Tax Rate times the Marginal Tax Rate. (i.e., DR*[1-SMTR-(1-SMTR)*MTR].




Present Value (PV) means the discounted value at the date of distribution of
Deferred Benefits using the Discount Rate for Premature Distribution.




(3) Determination of payment amounts. The Compensation Committee or its
designee must name a certified public accountant to calculate the amount of a Participant’s
Deferred Benefit entitlement according to this Plan subsection. The accountant’s
calculations must be based on the formula determined according to the preceding paragraph.
The calculations and results must be communicated in writing to the Participant (or the
Participant’s representative) whose benefit is in question for the determination. If the
Participant (or the representative, on behalf of the Participant) communicates to the
Compensation Committee or its designee a written challenge to the accuracy of the
calculations, the Compensation Committee or its designee may accede to the challenge or
name a second certified public accountant to review the calculation and challenge; the
determination of the second accountant is final. The reasonable fees and expenses of any
certified public accountants named by the Compensation Committee or its designee according
to this subsection are a Plan expense and must be paid or reimbursed according to this
Plan’s terms.



13. Health Examination.



The Corporation, acting through the Compensation Committee, reserves the right to require a
health or physical examination (and establish other reasonable requirements) as a condition to
accepting a Deferred Income Benefit Deferral Election Form and to modify or deny a Participant’s
Deferred Income Benefit and any survivors’ benefits based upon the results of the examination or
requirements. A Deferred Income Benefit Deferral Election Form modified or rejected after a health
or physical examination must be treated according to the Member’s special election on that Form.



14. Notices.



Notices and elections under this Plan must be in writing. A notice or election is deemed
delivered if it is delivered personally or if it is mailed by registered or certified mail to the
person at his last known business address.



15. Waiver.



The waiver of a breach of any provision in this Plan does not operate as and may not be
construed as a waiver of any later breach.



16. Assignments.



A Participant’s interest in Deferred Benefits under this Plan is not assignable by a
Participant or Beneficiary. The Corporation may assign its responsibilities and obligations under
this Plan to anyone with or without notice to Participants; provided, however, that the Corporation
does not have the right to assign its obligation to pay Deferred Benefits, including its obligation
to make a lump-sum contribution or distribution under Subsection 12(b), without the prior approval
of all Participants or Beneficiaries entitled to receive benefit payments under this Plan; any
attempted improper assignment is void. If such approval is granted, when a Participant receives
notice that the Corporation has properly assigned one or more of its obligations under this Plan
regarding that Participant, the Corporation is discharged from that obligation.



17. Construction.



This Plan is created, adopted, and maintained according to the laws of Virginia (except its
choice-of-law rules) except to the extent that those laws are superseded by the laws of the United
States of America. It is governed by those laws in all respects. Headings and captions are only
for convenience; they do not have substantive meaning. If a provision of this Plan is not valid or
not enforceable, that fact in no way affects the validity or enforceability of any other provision.
Use of the one gender includes all, and the singular and plural include each other.



SunTrust Banks, Inc., on behalf of itself and its wholly owned subsidiary, SunTrust Bank, has
caused its duly authorized officer to sign this document on this 31st day of
December 2008, to incorporate amendments made through December 31, 2008, to the Deferred
Compensation Plan for Outside Directors of Crestar Financial Corporation, which was originally
approved as of December 6, 1982 and last restated as of December 7, 1983.



SUNTRUST BANKS, INC.



By: /s/ Donna D. Lange

Title: SVP, Corporate Benefits Director





4