NONCOMPETE, WAIVER AND RELEASE AGREEMENT

1.

Retirement from SunTrust. Effective August 31, 2009, I will retire from SunTrust (the “Retirement Date”). Until the Retirement Date, I will remain a full-time employee of SunTrust at my current base salary with the same flexibility I have had with respect to the work location (either in Atlanta or Memphis). Notwithstanding anything to the contrary in this Agreement or elsewhere, I understand and agree that I will receive no award under the SunTrust Management Incentive Plan for 2009 and that I will not be nominated to participate in any long term incentive compensation plan or program in or for 2009.

2.

Payment of the Consideration. SunTrust will pay the Consideration to me on September 1, 2011. I understand that if I violate the terms of this Agreement, I will not be eligible to receive the Consideration from SunTrust and will be required to pay all attorneys fees and costs incurred by SunTrust in enforcing this Agreement, except to the extent that such payment would violate the terms of the Age Discrimination in Employment Act and applicable regulations and US Supreme Court rulings. Notwithstanding the foregoing, if SunTrust determines, in good faith, that this Agreement contravenes any applicable statute, regulation or other law, then SunTrust will have no responsibility for any of its obligations under this Agreement.

3.

Other Benefits . SunTrust and I acknowledge that I will receive the following benefits, regardless of whether I sign this Agreement, so long as I am entitled to receive such benefits as of the last day of my employment with SunTrust. I further acknowledge that no reference is made below regarding the vesting and exerciseability of any stock options I may have already have been granted and payments under any incentive or executive compensation plan or arrangement in which I already may be a participant because the language of the specific stock option, incentive or executive compensation plan or arrangement will govern:

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My current wages through my last day of employment, including payment for vacation days earned in 2009, but not used before September 1, 2009, and unused as of the Retirement Date, subject to income and employment tax withholding, at my customary withholding rate, and voluntary and court-ordered debits through my last day of employment.

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Current employee benefits for which I am eligible through the end of the pay period covering the Retirement Date, at current costs to me and with any increased costs applicable for all similarly-situated employees to the end of the pay period covering the Retirement Date. I understand that I am responsible for contacting BENE (1-800-818-2363) for information about my eligibility for payment of benefits under the SunTrust Retirement Plan and the National Commerce Financial Corporation (“NCF”) Retirement Plan.

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Eligibility to elect to continue my current health care coverage under the federal health care law known as “COBRA” or under any applicable state law concerning continuation of health care coverage so long as I am not excluded by such laws from continuation of my current health care coverage.

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Eligibility to elect coverage under (i) the Retiree Medical Plan provided I am receiving SunTrust’s medical coverage as of the Retirement Date and (ii) the Retiree Dental Plan if I am enrolled in the dental plan as of the Retirement Date. Also, I must, as of the Retirement Date, meet the eligibility requirements for retiree medical and/or dental benefits (termination at age fifty-five (55) or older with ten (10) or more years of service after age forty-five (45), or age sixty-five (65) with five (5) years of service, also after age forty-five (45)). I understand that I am responsible for contacting BENE for information about my eligibility for benefits under the SunTrust Retiree Medical and/or Dental Plan.

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Group Universal Life (GUL) coverage, provided I am currently enrolled and continue to submit premium payments directly to MetLife. I understand that MetLife will automatically bill me for continuing coverage after my retirement. If I do not receive a bill within two months after the Retirement Date, I agree to contact MetLife directly at 1-866-578-6878.

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The balance in my 401(k) Plan account following the Retirement Date. If my 401(k) Plan balance is greater than $1,000, I understand that I may leave the balance in the Plan until I reach age seventy and one-half (70-1/2), at which time I must receive distribution as required by the SunTrust 401(k) Plan. I understand that information regarding 401(k) Plan distributions will be sent to me upon my retirement.

4.

Release. I agree to forever release SunTrust, including its officers, directors, employees, agents, subsidiaries, affiliates and successors, from any and all claims, charges, actions, arbitrations, demands, damages or expenses (collectively “Claims”)—past or present—I may have that arise or arose out of my employment with SunTrust or the conclusion of my employment, whether I know of any of these Claims now or learn of them at a later date. The foregoing is not intended as a waiver of my right to file a charge with the Equal Employment Opportunity Commission (“EEOC”). In addition to all other Claims, I am specifically releasing and agreeing not to bring any action in a federal or state court or administrative agency (other than the EEOC), or any arbitration with the National Association of Securities Dealers (“NASD”) or any other regulatory or self-regulatory agency, any of which is related to any Claim against SunTrust under any federal, state or local wage or discrimination law or any applicable federal, state or local law governing wage or employment matters, including but not limited to the Age Discrimination in Employment Act, or any arbitration requirement. If I have already filed any Claim referred to in this paragraph, I agree to withdraw it prior to the date I receive the Consideration and never to refile it. I understand that I am waiving and releasing all these Claims on a knowing and voluntary basis; however, I am not waiving or releasing any rights or Claims that arise after I sign this Agreement or any Claims related to my entitlement to receive any vested benefits I have earned under any SunTrust employee benefit plan provided by SunTrust to me. I acknowledge that the Consideration received in connection with this Agreement will be my exclusive individual remedy and will constitute an accord and satisfaction of all individual damage claims that may be awarded as a result of such investigation or proceeding. I further acknowledge that nothing in this Agreement will be deemed to minimize or eliminate my rights to claim indemnity from SunTrust for any actions I was authorized to take or forego as an officer of SunTrust or NCF and for which I would be entitled, as a former officer of SunTrust and NCF, to indemnity under the terms of the SunTrust bylaws and the laws of the State of Georgia or pursuant to any agreement between SunTrust and NCF. I covenant not to hereafter sue or to authorize anyone else to file a lawsuit on my behalf against SunTrust and not to become a member of any class suing SunTrust with respect to any Claim released herein. I also covenant and agree not to accept, recover, or receive any back pay, damages, or any other form of relief which may arise out of or in connection with any administrative remedies pursued independently by any other person or any federal, state, or local governmental agency or class represented with respect to any Claim released herein.

5.

Nondisclosure of Trade Secrets and Confidential Information.