SUNTRUST BANKS, INC. DIRECTORS DEFERRED COMPENSATION PLAN AMENDED AND RESTATED

2.1

Account – means for purposes of this Plan the bookkeeping account maintained by SunTrust as part of SunTrust’s books and records in accordance with Article 3, Article 4 and Article 5 to show as of any date the interest of each Director in this Plan attributable to Meeting Fees and/or Retainer, and each such bookkeeping account shall include subaccounts to account for deemed investment returns and different distribution forms.

2.2

Beneficiary – means for purposes of this Plan the person or persons designated as such in accordance with Section 5.5.

2.4

Code – means for purposes of this Plan the Internal Revenue Code of 1986, as amended.

2.5

Director – means for purposes of this Plan any person (other than a person who is an employee of SunTrust or an affiliate of SunTrust) who has been elected a member of the Board and any former member of the Board for whom an Account is maintained under this Plan.

2.6

Interest Subaccount – means for purposes of this Plan the part of a Director’s Account which is treated as if invested in an interest bearing account paying interest at the prime rate in effect on the last day of each calendar quarter at SunTrust Bank.

2.7

Key Employee – means for the purpose of this Plan any Director who is a 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 paragraph (5) thereof) of SunTrust or its affiliates if the 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 12-month period beginning on the April 1 following the identification date.

2.8

Meeting Fees – means for purposes of this Plan the fees which are payable to a Director for attending a meeting of the Board, a meeting of a committee of the Board, a meeting of the Board of Directors of any SunTrust subsidiary and a meeting of a committee of any such Board of Directors.

2.9

Plan – means for purposes of this Plan this SunTrust Banks, Inc. Directors Deferred Compensation Plan, as amended from time to time.

2.10

Plan Administrator – means SunTrust’s Director of Human Resources or his or her delegate, as described in Section 6.4

2.11

Retainer – means for purposes of this Plan the fees which are payable to a Director for services as a member of the Board and a member of the Board of Directors of any SunTrust subsidiary.

2.12

RSU and RSU Awards – “RSU” means a restricted stock unit granted pursuant to the SunTrust 2004 Stock Plan and an “RSU Award” means an award of RSUs made to a Director under the annual stock award program for SunTrust Directors, which are deferred pursuant to the terms of this Plan.

2.13

RSU Account – means a bookkeeping account maintained by SunTrust as part of SunTrust’s books and records in accordance with Article 3, Article 4 and Article 5 to show as of any date the interest of each Director in this Plan attributable to RSU Awards deferred under this Plan.

2.14

Separation from Service or Separates from Service – means for purposes of this Plan a “separation from service” within the meaning of Code section 409A.

2.15

Stock Subaccount – means for purposes of this Plan that part of a Director’s Account which is treated as if invested in SunTrust Stock.

2.16

SunTrust – means for purposes of this Plan SunTrust Banks, Inc. and any successor to SunTrust Banks, Inc.

2.17

SunTrust Bank – means for purposes of this Plan SunTrust Bank, a subsidiary of SunTrust.

2.18

SunTrust Stock – means for purposes of this Plan the $1 par value common stock of SunTrust.

3.1

First Term.

(a)

Initial Deferral Election Within 30 Days of Election to Board. A person who is elected a Director or who is nominated for election as a Director, other than a person who was a Director at any time during the 2-year period immediately preceding such election or nomination, (a “New Director”) can elect to defer the payment of his or her Meeting Fees and/or Retainer during the 30-day period immediately following the effective date of his or her election or nomination to the Board. Any election which is made and not revoked during the 30-day period immediately after such effective date shall (i) become irrevocable on the last day of such 30-day period; and (ii) remain in effect through the end of the calendar year which includes the last day in such 30-day period. Such deferral election shall apply with respect to the portion of his or her Meeting Fees and/or Retainer which are earned after the end of such 30-day period through the end of the calendar year which includes the last day in such 30-day period.

(b)

Deferral Election Prior to Election to Board. If a New Director makes an election before the effective date of his or her election or nomination to the Board, such deferral election shall become irrevocable on such effective date, shall remain in effect through the end of the calendar year which includes such effective date, and shall apply to all Meeting Fees and/or Retainer which he or she so elects to defer and which are earned during the first calendar year he or she serves as a Director.

3.2

Annual Deferral Elections. A Director may make an election before the beginning of any calendar year to defer the payment of his or her Meeting Fees and/or Retainer which are otherwise earned during such calendar year. Any election which is made and which is not revoked before the beginning of such calendar year shall become irrevocable on December 31 of the election year and be effective for the following 12-month period.

3.3

Deferral of RSU Awards. Under the annual stock award program for SunTrust Directors, each Director may elect to receive a RSU Award under the 2004 SunTrust Stock Plan and to defer the payment of such RSU Award under the Plan in compliance with the election timing requirements set forth in Section 3.1 or 3.2, as applicable; provided, however, any such deferral election shall apply with respect to the entire RSU Award regardless of whether any portion of the RSU Award is earned in any subsequent calendar year. In the event a RSU Award is deferred under the Plan, the RSU Award shall vest and be paid in accordance with Section 5.1(b).

3.4

Automatic Election Extension. If a Director has made a deferral election under either Sections 3.1, 3.2 or 3.3 for any calendar year and has not revoked such election before the beginning of any subsequent calendar year, such election shall become irrevocable on December 31 prior to the beginning of each subsequent calendar year and remain in effect for each such subsequent calendar year.

3.5

Account Credits. The RSU Awards, Meeting Fees and/or Retainer which a Director elects to defer under this Article 3 shall be credited to his or to her Account or RSU Account, as applicable, as of the date SunTrust determines that such fees or awards otherwise would have been payable or granted to the Director if no election had been made under this Article 3.

3.6

SunTrust Subsidiary. If a Director makes a deferral election under this Article 3 and he or she is a member of the Board of Directors of any SunTrust subsidiary, SunTrust shall direct such subsidiary, or each such subsidiary, to stop paying the Director’s Retainer and/or Meeting Fees in accordance with the terms of the Director’s election under this Article 3 to the extent that such election is effective under this Plan with respect to such fees. Similarly, if a Director terminates any such election under this Article 3 with respect to the Director’s Retainer and/or Meeting Fees for the following calendar year, SunTrust shall direct the subsidiary, or each subsidiary, to resume paying the Director’s Retainer and/or Meeting Fees in accordance with the Director’s election to the extent such election is effective under this Plan with respect to such fees.

3.7

Special Transition Period Election . Notwithstanding any prior elections or Plan provisions to the contrary, during the transition period provided under Code section 409A, a Director may have made an election to receive his or her Account or RSU Account in a form of distribution described in Section 5.2. Any such election must have become irrevocable on or before December 31, 2008 and must have been made in accordance with the procedures and distribution rules established by the Plan Administrator and in accordance with regulations under Code section 409A.

4.1

General . Each Director who first makes an election under Article 3 shall make an election at the same time under this Article 4 on the form provided for this purpose to treat the credits made to his or her Account as made either 100% to his or her Interest Subaccount or 100% to his or her Stock Subaccount. Thereafter a Director shall have the right to elect to change such election with respect to future credits, and any such election shall (if properly made) be effective for credits made under Section 3.5 after the end of the calendar year in which the Director makes such election. An election under this Section 4.1 shall be made on the form provided for this purpose and shall be effective only if made in accordance with the directions on such form.

4.2

Interest Subaccount . Any credits which a Director elects to treat as made to his or her Interest Subaccount shall be adjusted to reflect the interest earned on the credits from the date such credits are deemed to be added to such subaccount, which is as of the date the Director would otherwise have