Exhibit 10.8
AMENDMENT TO THE
NATIONAL COMMERCE FINANCIAL CORPORATION
DEFERRED COMPENSATION PLAN
WHEREAS, SunTrust Bank (the
“Corporation”) currently maintains the National
Commerce Financial Corporation Deferred Compensation Plan (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
