AMENDMENT TO THE CRESTAR FINANCIAL CORPORTION DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS OF CRESTAR FINANCIAL CORPORATION AND CRESTAR BANK

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 31 ^st 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

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