SUNTRUST BANKS, INC. DEFERRED COMPENSATION 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.

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.

2.9

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.

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.

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).

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.

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 Ac