8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 22, 2014

SunTrust Banks, Inc.

__________________________________________

(Exact name of registrant as specified in its charter)

Georgia	001-08918	58-1575035
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identification No.)
303 Peachtree Street, N.E., Atlanta, Georgia		30308
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code (404) 558-7711

	Not Applicable
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry Into a Material Definitive Agreement.

Amendment to the SunTrust Banks, Inc. 2009 Stock Plan.

On April 22, 2014, shareholders approved an amendment to the SunTrust Banks, Inc. 2009 Stock Plan. The amendment eliminates a sublimit on the grant of full-value shares, such as restricted stock and restricted stock units. While the number of shares available for grant under the plan remains unchanged, the effect of the amendment is to make available for grant 8,302,397 shares as full value shares which previously were only available to be granted as stock options and stock appreciation rights. The foregoing description of the SunTrust Banks, Inc. 2009 Stock Plan is qualified in its entirety by reference to the full text of the plan which is filed as Exhibit 10.1 to this report and incorporated by reference into this Item 1.01.

Adoption of Executive Severance Plan and Termination of Change in Control Agreements.

On April 22, 2014, the Company adopted the Executive Severance Plan. The purpose of the Executive Severance Plan is to (1) provide a competitive level of severance benefits to certain officers upon a qualifying termination, described below (generally a reduction in force), (2) improve internal pay equity across the organization by aligning severance benefits with seniority and executive responsibility, and (3) eventually replace individual change in control agreements, including eliminating tax gross up benefits (“CIC agreements”).

Under the Executive Severance Plan, executives will receive severance upon their involuntary termination of employment in connection with either (1) a reduction in force; job elimination; consolidation, merger or divestiture; or changes to the Executive’s existing position where it is no longer an “Equivalent Position” (as defined in the Plan), or (2) a change in control, where the Executive employment is terminated without Cause (as defined therein), or (3) the Executive resigns for Good Reason (as defined therein) during the 2-year period following the change in control. Upon a termination of employment in connection with a reduction in force, job elimination; consolidation, merger or divestiture; or changes to the Executive’s existing position where it is no longer an “Equivalent Position” (as defined in the Plan), named executive officers other than the CEO will receive an amount equal to 1.5 times their base salary, and the CEO will receive an amount equal to 2 times his base salary. Except as provided below, upon a termination of employment in connection with a change in control, named executive officers including the CEO will receive an amount equal to 2 times their base salary and target bonus and a pro-rated portion of the annual bonus earned in the year of termination.

During a transition period until the terminations of the CIC agreements are effective, executives who have a CIC agreement will continue to receive the benefit under the CIC agreement instead of the benefit under the Executive Severance Plan, if greater. We have provided notice of termination of the existing CIC agreements to each named executive officer, but under the terms of the CIC agreements termination generally is not effective until the third anniversary of the agreement date. Until the termination of the CIC agreements becomes effective, the NEOs will continue to receive benefits under their CIC agreements. Each named executive officer’s CIC agreement will terminate on the following dates: William H. Rogers, Jr. - August 5, 2016; Aleem Gillani - May 11, 2016; Mark Chancy - August 5, 2016; Thomas E. Freeman - August 8, 2016; and Anil Cheriyan - April 12, 2016.

The foregoing description of the Executive Severance Plan and the CIC agreements is qualified in its entirety by reference to the full text of the Executive Severance Plan and the CIC agreements, which are filed as Exhibit 10.2 to this report, Exhibit 10.13 to the Registrant's Annual Report on Form 10-K filed February 23, 2010, Exhibit 10.12 to the Registrant's Annual Report on Form 10-K filed February 23, 2010, and Exhibit 10.16 to the Registrant's Annual Report on Form 10-K filed February 24, 2012, respectively, each of which is and incorporated by reference into this Item 1.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective April 22, 2014, Alston D. Correll and Jeffrey C. Crowe retired from the board of directors of SunTrust Banks, Inc. (the “Company”).

Item 5.07 Submission of Matters to a Vote of Security Holders.

The annual meeting of the shareholders of SunTrust Banks, Inc. was held on April 22, 2014. Represented at the meeting were 85.4% shares eligible to vote (457,841,072 shares of 535,900,468 shares eligible to vote). At the meeting, the shareholders of SunTrust took the following actions, and cast the following votes:

1. Shareholders elected the following persons as directors of SunTrust:

	For	Against	Abstain	Non-votes
Robert M. Beall, II	409,948,704	3,308,111	809,166	43,775,090
David H. Hughes	408,276,748	5,031,216	758,017	43,775,090
M. Douglas Ivester	406,360,807	4,987,647	2,717,528	43,775,090
Kyle Prechtl Legg	410,171,200	3,118,399	776,383	43,775,090
William A. Linnenbringer	409,899,657	3,373,417	792,908	43,775,090
Donna S. Morea	410,339,260	2,982,005	744,717	43,775,090
David M. Ratcliffe	410,324,965	2,966,778	774,239	43,775,090
William H. Rogers, Jr.	401,298,813	8,353,614	4,413,555	43,775,090
Frank P. Scruggs, Jr.	410,198,189	3,083,725	784,068	43,775,090
Thomas R. Watjen	409,872,290	3,399,458	794,233	43,775,090
Dr. Phail Wynn, Jr.	406,393,565	5,427,409	2,245,008	43,775,090

2. Shareholders approved (93.2% of the votes cast) the non-binding advisory vote ("say-on-pay") resolution regarding the compensation of the Company's executives as described in the Summary Compensation Table as well as in the Compensation Discussion and Analysis and the other executive compensation tables and related discussion.

	For	Against	Abstain	Non-votes
Say-on-Pay	384,286,187	28,048,582	1,731,213	43,775,090

3. Shareholders approved (95.3%) of the votes cast) the amendment to the SunTrust Banks, Inc. 2009 Stock Plan.

	For	Against	Abstain	Non-votes
Amendment to Stock Plan	393,155,968	19,203,519	1,706,495	43,775,090

4. Shareholders approved (97.3% of the votes cast) the material terms of the SunTrust Banks, Inc. 2009 Stock Plan.

	For	Against	Abstain	Non-votes
Material Terms of Stock Plan	400,840,350	11,062,281	2,163,350	43,775,090

5. Shareholders approved (97.7%) of the votes cast) the material terms of the SunTrust Banks, Inc. Annual Incentive Plan.

	For	Against	Abstain	Non-votes
Material Terms of Annual Incentive Plan	403,081,179	9,298,366	1,686,437	43,775,090

6. Shareholders ratified (99.3% of the votes cast) the appointment of Ernst & Young LLP as independent auditors of SunTrust for 2014.

	For	Against	Abstain	Non-votes
Ratification of Auditor	451,880,047	3,195,443	2,756,678	—

Item 8.01 Other Events.

SunTrust's Board of Directors approved new committee assignments. Effective immediately, the Board's committees will be comprised of the following directors:

Audit	Compensation	Executive	Governance &Nominating	Risk
Thomas R. Watjen, Chair	Kyle Prechtl Legg, Chair	Mr. Rogers, Chair	Phail Wynn, Jr., Chair	David M. Ratcliffe, Chair
Robert M. Beall, II	Robert M. Beall, II	M. Douglas Ivester	David H. Hughes	David H. Hughes
Kyle Prechtl Legg	Donna S. Morea	Kyle Prechtl Legg	M. Douglas Ivester	M. Douglas Ivester
William A. Linnenbringer	David M. Ratcliffe	David M. Ratcliffe	William A. Linnenbringer	Donna S. Morea
Phail Wynn, Jr.	Frank P. Scruggs, Jr.	Thomas R. Watjen	Thomas R. Watjen	Frank P. Scruggs, Jr.
		Phail Wynn, Jr.

Item 9.01 Exhibits.

10.1 SunTrust Banks, Inc. 2009 Stock Plan, as amended and restated on April 22, 2014, incorporated by reference to Appendix A to the Registrant's definitive proxy statement filed March 10, 2014.

10.2 Executive Severance Plan effective April 22, 2014 (filed herewith).

10.3 Revised Form of Restricted Stock Unit Agreement, 2014 Return on Tangible Common Equity.

10.4 Revised Form of Time-Vested Restricted Stock Unit Agreement, 2014 Type I.

10.5 Revised Form of Time-Vested Restricted Stock Unit Agreement, 2014 Type II.

10.6 SunTrust Banks, Inc. Annual Incentive Plan, incorporated by reference to Appendix B to the Registrant's definitive proxy statement filed March 10, 2014.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.                                                                     

	SUNTRUST BANKS, INC.
	(Registrant)
Date: April 22, 2014.	By: /s/ David A. Wisniewski
	David A. Wisniewski,
	Senior Vice President, Deputy General
	Counsel and Assistant Secretary

EX-10.2

Execution Copy

Exhibit 10.2

SUNTRUST BANKS, INC.

EXECUTIVE SEVERANCE PAY PLAN

EFFECTIVE April 22, 2014

ARTICLE 1INTRODUCTION    1

ARTICLE 2DEFINITIONS    2

2.1“Affiliate”    2

2.2“AIP”    2

2.3“Base Salary”    2

2.4“Board”    2

2.5“Cause”    2

2.6“Change in Control”    3

2.7“Change in Control Agreement”    4

2.8“Change in Control Termination”    4

2.9“Code”    4

2.10“Committee”    4

2.11“Disability”    4

2.12“Effective Date”    4

2.13“Equivalent Position”    4

2.14“ERISA”    5

2.15“Exchange Act”    5

2.16“Executive”    5

2.17“Executive Leadership Team”    5

2.18“FIP”    5

2.19“Good Reason”    5

2.20“Key Employee”    7

2.21“Key Employee Delay”    8

2.22“Plan”    8

2.23“Plan Administrator”    8

2.24“Plan Year”    8

2.25“Protection Period”    8

2.26“Qualifying Termination”    8

2.27“Separation from Service” or “Separates from Service”    9

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2.28“Severance Amount”    9

2.29“SunTrust”    9

2.30“Target Bonus Percentage”    9

ARTICLE 3PARTICIPATION    10

3.1Eligible Executives.    10

3.2Revocation of Participation.    10

3.3Termination of Participation.    10

3.4Committee Actions.    10

ARTICLE 4PAYMENT UPON QUALIFYING TERMINATION    11

4.1Eligibility for Benefits.    11

4.2Determination of Severance Amount.    11

4.3Repayment.    11

4.4Manner of Payment.    12

4.5Committee Actions.    12

ARTICLE 5PAYMENT UPON A CHANGE IN CONTROL TERMINATION    13

5.1Eligibility for Benefits.    13

5.2Determination of Severance Amount.    13

5.3Manner of Payment.    13

5.4Termination in Anticipation of Change in Control.    15

5.5Change in Control Agreements/No Duplication of Benefits.    15

5.6Limitation on Payments under Certain Circumstances.    15

ARTICLE 6LIMITATIONS/RELEASE    17

6.1Restrictive Covenant Agreement.    17

6.2Release.    19

6.3Timing of Release.    19

6.4Taxes.    19

6.5No Increase in Other Benefits; No Other Severance Pay.    19

6.6No Severance Pay upon Death or Disability.    20

ARTICLE 7SOURCE OF BENEFITS    21

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ARTICLE 8CLAIMS    22

8.1Claims.    22

8.2No Estoppel of Plan.    22

ARTICLE 9ADMINISTRATION    24

9.1Administration.    24

9.2Discretionary Authority.    24

9.3Designees.    24

9.4Service as Fiduciary.    24

ARTICLE 10INDEMNIFICATION    25

ARTICLE 11AMENDMENT AND TERMINATION    26

11.1Amendment.    26

11.2Termination.    26

11.3Amendment or Termination on or after a Potential Change in Control or a Change in Control.    26

11.4Compliance with Laws.    26

ARTICLE 12MISCELLANEOUS    27

12.1Spendthrift Clause.    27

12.2Legally Incompetent.    27

12.3Reporting and Disclosure.    27

12.4Plan Not an Employment Contract.    27

12.5Errors and Omissions.    27

12.6Nonvested Benefits.    27

12.7Construction.    28

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SUNTRUST BANKS, INC.

EXECUTIVE SEVERANCE PAY PLAN

EFFECTIVE AS OF APRIL 22, 2014

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ARTICLE 1INTRODUCTION

SunTrust Banks, Inc. (“SunTrust”) hereby adopts this SunTrust Banks, Inc. Executive Severance Pay Plan (the “Plan”), effective as of April 22, 2014. The purpose of the Plan is to provide eligible employees with severance benefits in the event the employee’s employment is terminated under circumstances as further set forth herein. The Plan is an unfunded welfare benefit plan for purposes of ERISA and a severance pay plan within the meaning of United States Department of Labor Regulation Section 2510.3-2(b). Except for Executives who are parties to Change in Control Agreements, this Plan supersedes all prior policies and practices of the Company with respect to severance or separation pay for Executives whose employment is terminated on or after the Effective Date. An Executive who is party to a Change in Control Agreement will not be eligible for benefits under Article 5 until such Change in Control Agreement expires in accordance with its terms.

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ARTICLE 2DEFINITIONS

When the following terms are used in this Plan with an initial capital letter, they shall have the meanings set forth opposite those terms in this Article 2.

2.1 “Affiliate” means for any Plan Year any organization that is a member of a controlled group of businesses within the meaning of Code Sections 414(b), (c) and (m) of which SunTrust is a member and any other entity which is considered to be a single employer with SunTrust under Code Section 414(o).

2.2 “AIP” means the SunTrust Banks, Inc. Annual Incentive Plan or, if there is any material change in the terms, operation or administration of such plan following a Change in Control, any successor to such plan in which the Executive is eligible to participate and which provides an opportunity for a short-term bonus for the Executive which is comparable to the opportunity which the Executive had under such plan before such Change in Control or, if the Executive reasonably determines that there is no such plan in which the Executive is eligible to participate but SunTrust or a parent corporation maintains a short term bonus plan for the benefit of senior executives which provides for such an opportunity, such other plan as agreed to by the Executive and (1) with respect to the Chief Executive Officer and the Plan Administrator if the Plan Administrator is an Executive, the Compensation Committee and (2) with respect to all other Executives, the Plan Administrator.

2.3 “Base Salary” means the Executive’s highest annual base salary from SunTrust and any Affiliate which (but for any salary deferral election) is in effect at any time during the one-year period which ends on the date the Executive’s employment with SunTrust or an Affiliate terminates under the circumstances described in Articles 4 and 5.

2.4 “Board” means the Board of Directors of SunTrust.

2.5 “Cause” means:

a. The willful and continued failure by the Executive to perform satisfactorily the duties of the Executive’s job;

b. The Executive is convicted of a felony or has engaged in a dishonest act, misappropriation of funds, embezzlement, criminal conduct or common law fraud;

c. The Executive has engaged in a material violation of the SunTrust Code of Business Conduct and Ethics or the Code of Conduct of a SunTrust Affiliate; or

d. The Executive has engaged in any willful act that materially damages or materially prejudices SunTrust or an Affiliate or has engaged in conduct or activities materially

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damaging to the property, business or reputation of SunTrust or an Affiliate; provided, however,

e. With respect to the Chief Executive Officer and the Plan Administrator if the Plan Administrator is an Executive, no such act, omission or event shall be treated as “Cause” unless (i) the Executive has been provided a detailed, written statement of the basis for SunTrust’s belief that such act, omission or event constitutes “Cause” and, if the allegation is under Section 2.5(a), has had at least a thirty (30) day period to take corrective action and (ii) the Committee, after the end of such thirty (30) day correction period (if applicable), determines reasonably and in good faith and by the affirmative vote of at least two-thirds of the members of the Committee then in office at a meeting called and held for such purpose that “Cause” does exist.

f. With respect to all other Executives, no such act, omission or event shall be treated as “Cause” unless (i) the Executive has been provided a detailed, written statement of the basis for SunTrust’s belief that such act, omission or event constitutes “Cause” and, if the allegation is under Section 2.5(a), has had at least a thirty (30) day period to take corrective action and (ii) the Plan Administrator, after the end of such thirty (30) day correction period (if applicable), determines reasonably and in good faith “Cause” does exist.

2.6 “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 Exchange Act 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 Exchange Act), is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) 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 consecutive years or less, individuals who at the beginning of such period constitute the Board cease, for any reason, to constitute at least a majority of the 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 corporation beneficially owned by the persons described in Section 2.6(iv)(A) immediately following the consummation of

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such transaction is beneficially owned by each such person in substantially the same proportion that each such person had beneficially owned shares of SunTrust common stock immediately before the consummation of such transaction, provided (C) the percentage described in Section 2.6(iv)(A) of the beneficially owned shares of the successor or survivor corporation and the number described in Section 2.6 (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 2.6(iv)(A) immediately before the consummation of such transaction.

2.7 “Change in Control Agreement” means a change in control agreement by and between SunTrust and an Executive.

2.8 “Change in Control Termination” means an Executive’s Separation from Service due to an involuntary termination of employment without Cause or resignation for Good Reason during an Executive’s Protection Period.

2.9 “Code” means the Internal Revenue Code of 1986, as amended.

2.10 “Committee” means the Compensation Committee of the Board.

2.11 “Disability” means the Executive 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 Executive’s employer and, in addition, has begun to receive benefits under SunTrust’s Long-Term Disability Plan.

2.12 “Effective Date” means the effective date of this Plan, which is April 22, 2014. The Plan was approved by the Committee on January 9, 2014.

2.13 “Equivalent Position” means a job that will not result in a “material negative change” to the existing employment relationship of the Executive with SunTrust or an Affiliate, within the meaning of Treas. Reg. §1.409A-1(n)(2)(i). For purposes of this definition, a job will not result in a material negative change to the Executive when compared to his existing employment relationship if such job meets all of the following requirements:

a. It does not require significantly more business-related travel on an ongoing basis than the Executive’s present position. Business-related travel means travel for or on behalf of the Company or an Affiliate, which requires the Executive to stay overnight away from the Executive’s residence. Unless the Plan Administrator announces otherwise, an anticipated increase of 33% or more in required business-related travel for the new position is treated as significant provided, however, if the anticipated travel increase for the new position is three (3) or fewer nights per month, this increase will not be considered significant, regardless of the percentage increase.

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b. It is at the same location, or at a location requiring an additional commute (one-way) of no more than 25 additional miles from the Executive’s current residence to the Executive’s new work location.

c. It has an annual base salary that is at least 90% of the Executive’s current annual base salary.

The Plan Administrator may modify the rules and adopt new rules for determining the comparability of positions. The Plan Administrator has sole and complete discretion to determine whether a particular job is an Equivalent Position and the Plan Administrator’s decision shall be binding on all persons, and there is no right of appeal except as provided in this Plan’s claims procedures.

2.14 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

2.15 “Exchange Act” means the Securities Exchange Act of 1934, as amended.

2.16 “Executive” means, for purposes of the Plan: (1) members of the Executive Leadership Team and (2) all other Enterprise Level Executives not included in (1) above.

2.17 “Executive Leadership Team”means the Chief Executive Officer, all direct reports to the CEO and such other Enterprise Level Executives as designated by the CEO.

2.18 “FIP” means a functional incentive plan which provides a short-term bonus or commissions to certain Executives that are not eligible to participate in the AIP.

2.19 “Good Reason” means:

a. Without the Executive’s express written consent, SunTrust or any Affiliate after a Change in Control but before the end of Executive’s Protection Period:

i. reduces the Executive’s base salary or opportunity to receive comparable incentive compensation or bonuses;

ii. reduces the scope of the Executive’s principal or primary duties, responsibilities or authority;

iii. transfers the Executive’s primary work site from the Executive’s primary work site on the date of such Change in Control or, if the Executive subsequently consents in writing to such a transfer, from the primary work site which was the subject of such consent, to a new primary work site which is outside the “standard metropolitan statistical area” which then includes the Executive’s then-current primary work site unless such new primary work site is closer to the Executive’s primary residence than the Executive’s then-current primary work site; or

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iv. fails to continue to provide to the Executive health and welfare benefits, deferred compensation and retirement benefits, stock option and restricted stock grants that are in the aggregate comparable to those provided to the Executive immediately prior to the Change in Control.

b. Notwithstanding Section 2.19(a), no such act or omission shall be treated as “Good Reason” under the Plan unless:

i. With respect to the Chief Executive Officer and the Plan Administrator if the Plan Administrator is an Executive, the Executive delivers to the Committee a detailed, written statement of the basis for the Executive’s belief that such act or omission constitutes Good Reason, (2) the Executive delivers such statement before the later of (A) the end of the ninety (90) day period which starts on the date there is an act or omission which forms the basis for the Executive’s belief that Good Reason exists or (B) the end of the period mutually agreed upon for purposes of this Section 2.19(b)(i)(1) in writing by the Executive and the Chairman of the Committee, (3) the Executive gives the Committee a thirty (30) day period after the delivery of such statement to cure the basis for such belief and (4) the Executive actually submits his or her written resignation to the Committee during the sixty (60) day period which begins immediately after the end of such thirty (30) day period if the Executive reasonably and in good faith determines that Good Reason continues to exist after the end of such thirty (30) day period, or

ii. With respect to all other Executives, the Executive delivers to the Plan Administrator a detailed, written statement of the basis for the Executive’s belief that such act or omission constitutes Good Reason, (2) the Executive delivers such statement before the end of the ninety (90) day period which starts on the date there is an act or omission which forms the basis for the Executive’s belief that Good Reason exists, (3) the Executive gives the Plan Administrator a thirty (30) day period after the delivery of such statement to cure the basis for such belief and (4) the Executive actually submits his or her written resignation to the Plan Administrator during the sixty (60) day period which begins immediately after the end of such thirty (30) day period if the Executive reasonably and in good faith determines that Good Reason continues to exist after the end of such thirty (30) day period, or

iii. SunTrust states in writing to the Executive that the Executive has the right to treat such act or omission as Good Reason under the Plan and the Executive resigns during the sixty (60) day period which starts on the date such statement is actually delivered to the Executive;

c. If (1) the Executive gives the Committee or the Plan Administrator the statement described in Section 2.18(b)(i)(1) or 2.18(b)(ii)(1) before the end of the thirty

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(30) day period which immediately follows the end of the Protection Period and the Executive thereafter resigns within the period described in Section 2.18(b)(i) or 2.18(b)(ii), or (2) SunTrust provides the statement to the Executive described in Section 2.18(b)(iii) before the end of the thirty (30) day period which immediately follows the end of the Protection Period and the Executive thereafter resigns within the period described in Section 2.18(b)(iii); then (3) such resignation shall be treated under this Plan as if made in the Executive’s Protection Period; and

d. If the Executive consents in writing to any reduction described in Sections 2.18(a)(i) or 2.18(a)(ii), to any transfer described in Section 2.18(a)(iii) or to any failure described in Section 2.18(a)(iv) in lieu of exercising the Executive’s right to resign for Good Reason and delivers such consent to SunTrust, the date such consent is delivered to SunTrust thereafter shall be treated under this definition as the date of a Change in Control for purposes of determining whether the Executive subsequently has Good Reason under this Plan to resign as a result of any subsequent reduction described in Sections 2.18(a)(i) or 2.18(a)(ii), any subsequent transfer described in Section 2.18(a)(iii) or any subsequent failure described in Section 2.18(a)(iv).

2.20 “Key Employee” means an employee treated as a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i)) of SunTrust or any Affiliate as of his Separation from Service if SunTrust or any Affiliate’s common stock is publicly traded on an established securities market or otherwise (i.e., a key employee (as defined in Code Section 416(i) without regard to paragraph (5) thereof)). 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.

2.21“Key Employee Delay” means the period of delay defined in Section 4.4(a).

2.22 “Plan” means this SunTrust Banks, Inc. Executive Severance Pay Plan as set forth in this document and any related exhibits and attachments and all amendments to this document and any related exhibits and attachments.

2.23 “Plan Administrator” means an entity (including an Affiliate), a committee or an individual who is appointed in writing by the Committee to serve as Plan Administrator for the Plan. If there is no such appointment, SunTrust shall serve as the Plan Administrator and its administrative duties are carried out under the direction of SunTrust’s Chief Human Resource Officer.

2.24 “Plan Year” means the calendar year.

2.25 “Protection Period” means the two (2) year period which begins on a Change in Control.

2.26 “Qualifying Termination” means an Executive’s involuntary Separation from Service with SunTrust and all Affiliates, other than during an Executive’s Protection Period, because of a

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reduction-in-force (RIF); job elimination; consolidation, merger or divestiture; or a job evaluation that results in changes to the Executive’s existing position such that the existing and the new positions are not Equivalent Positions. A Qualifying Termination does not include a termination of an Executive’s employment due to any of the following reasons:

a. An involuntary termination of employment for any reason not listed above;

b. A voluntary termination of employment by the Executive;

c. A voluntary transfer to a position within the SunTrust controlled group;

d. An offer of an Equivalent Position by SunTrust or an Affiliate or a transfer to an Equivalent Position with SunTrust or an Affiliate;

e. A demotion, transfer or termination resulting from disciplinary action, poor job performance or for Cause;

f. A transfer of employment or job reassignment in connection with a sale of assets or stock, or a merger, or other means of acquisition or divestiture of any SunTrust entity or an Affiliate (including but not limited to, an Affiliate, a Company or a division, unit, subsidiary or other part of SunTrust, a Company or an Affiliate);

g. A continuation of employment with a SunTrust entity after it ceases to be part of the SunTrust controlled group as a result of a corporate transaction;

h. A transfer of employment or job reassignment to an entity outside the SunTrust controlled group in connection with an outsourcing, leasing, subcontracting, secondment, or similar transaction; or

i. Acceptance of any position with SunTrust or an Affiliate, regardless of whether such position is an Equivalent Position.

The Plan Administrator has sole and full discretion and is directly responsible for determining whether an Executive’s Separation from Service is a Qualifying Termination.

2.27 “Separation from Service” or “Separates from Service” means a “separation from service” within the meaning of Code Section 409A.

2.28 “Severance Amount” means the applicable lump sum severance payment described in Section 4.2 and 5.2 herein.

2.29 “SunTrust” means SunTrust Banks, Inc. and any successor to SunTrust.

2.30 “Target Bonus Percentage” means

a. If an Executive participates in the AIP at the time of his Separation from Service during the Protection Period, the Target Bonus

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Percentage means the target bonus percentage determined under the AIP.

b. If an Executive was not eligible to participate in the AIP but participates in a FIP at the time of his Separation from Service during the Protection Period, the amount described in this Target Bonus Percentage shall mean the average of the Executive’s payments under the FIP for the three (3) complete Plan Years immediately preceding Separation from Service expressed as a percent of the Executive’s Base Salary.

c. In the event an Executive was not eligible to participate in the AIP or any FIP at Separation from Service during the Protection Period, the amount described in this Section 2.29 shall be the average of the Executive’s annual bonus for the three (3) complete Plan Years immediately preceding Separation from Service expressed as a percent of the Executive’s Base Salary.

ARTICLE 3PARTICIPATION

3.1 Eligible Executives. The Executives eligible to participate in the Plan shall be designated by the Plan Administrator. Executives shall be notified in writing of their selection to participate in the Plan. Notwithstanding anything to the contrary, an Executive who is party to Change in Control Agreement will not be eligible for benefits under Article 5 until such Change in Control Agreement expires in accordance with its terms.

3.2 Revocation of Participation. The Plan Administrator in its absolute discretion may revoke an Executive’s right to participate in the Plan at any time except as set forth in Section 11.1.

3.3 Termination of Participation. An individual’s status as an Executive shall terminate and the Executive shall cease eligibility for benefits under the Plan on the earliest to occur of the following events:

a. The date, prior to a Change in Control, on which the Executive separates from service with a Company for any reason that is not a Qualifying Termination or the Executive otherwise loses eligibility status (e.g., transfer to an ineligible job classification);

b. The date after a Change in Control on which the Executive separates from Service due to Termination for Cause or voluntary termination other than for Good Reason;

c. The date the Plan Administrator revokes the Executive’s right to participate in the Plan pursuant to Section 3.2 above; or

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d. The date on which the Plan terminates or the effective date of a Plan amendment that excludes the Executive from eligibility.

3.4Committee Actions. Notwithstanding anything in this Article 3 to the contrary, any actions with respect to participation or termination of participation in connection with the Chief Executive Officer or the Plan Administrator if the Plan Administrator is an Executive, shall be taken by the Committee.

ARTICLE 4PAYMENT UPON QUALIFYING TERMINATION

4.1 Eligibility for Benefits. If an Executive has a Qualifying Termination and satisfies all of the following requirements through the date of his Qualifying Termination, SunTrust shall pay or provide to the Executive the payments and benefits set forth in this Article 4.

a. The Executive must continue working through the date designated as his Qualifying Termination date. With the consent of the Plan Administrator, the Executive’s manager may, in his or her discretion, decide that the Executive has performed all transitional and other duties required and may release the Executive early from the obligation to perform further duties through the date of his scheduled Qualifying Termination.

b. The Executive must continue to perform all responsibilities assigned to him at a satisfactory level including maintaining at least a 2 In Balance rating as determined by the Plan Administrator through his termination date (or his release date, if earlier).

c. The Executive must conduct himself in a manner consistent with the high standards expected of all SunTrust employees and in accordance with the SunTrust Code of Business Conduct and Ethics.

d. The Executive must not decline an offer of an Equivalent Position with a Company, prior to the Executive’s designated Qualifying Termination date, even if his or her manager has released the Executive earlier than such designated date.

4.2 Determination of Severance Amount. The Severance Amount payable in accordance with this Article 4 is an amount equal to the following:

a. With respect to the Chief Executive Officer, an amount equal to one-hundred and four (104) weeks of Base Salary.

b. With respect to the Executive Leadership Team (excluding the Chief Executive Officer), an amount equal to seventy-eight (78) weeks of Base Salary.

c. With respect to Other Enterprise Level Executives, an amount equal to fifty-two (52) weeks of Base Salary.

4.3 Repayment. If an Executive receives a benefit under this Plan and is subsequently rehired by SunTrust or an Affiliate, the Executive will be required to repay any severance amount corresponding to the period from the date of rehire to the end of the period for which the Executive was paid the Severance Amount.

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4.4 Manner of Payment.

a. Form and Timing. The Severance Amount described in Section 4.2 shall be paid in cash to the Executive in a single lump sum sixty (60) days after the Executive’s Separation from Service. Notwithstanding the foregoing, if the Executive is a Key Employee, the Severance Amount shall be paid in a lump sum on the first day of the seventh month following the date on which the Executive Separates from Service (or, if earlier, the first day of the month after the Executive’s death) (the period of delay prior to payment shall be referred to hereafter as the “Key Employee Delay”). During the Key Employee Delay, interest shall accrue on the Severance Amount at the “prime rate” as reported by SunTrust Bank or its successor on the date the Executive Separates from Service or, if such rate is not reported on such date, such rate as so reported on the last business day before the Executive’s Separation from Service.

b. Earned but Unpaid Salary, Bonus and Vacation.  SunTrust shall promptly pay the Executive any earned but unpaid base salary and bonus, shall promptly pay the Executive for any earned but untaken vacation and shall promptly reimburse the Executive for any incurred but unreimbursed expenses which are otherwise reimbursable under SunTrust’s expense reimbursement policy as in effect for senior executives immediately before the Executive’s employment so terminates.

c. Other Benefits. Any other employee benefits or incentive compensation plans for which an Executive is eligible will be provided in accordance with the terms of the applicable employee benefit or incentive compensation plan. In addition, the Plan Administrator may offer reasonable outplacement services to any Executive who is determined to be eligible for severance pay under this Plan, at the level and for the period determined by the Plan Administrator, to assist the Executive in his or her new job search. In no event, however, shall expenses related to such outplacement services be incurred beyond the last day of the second year following the year in which the Separation from Service occurs and such expenses must be paid/reimbursed on or before the end of the third year following the year in which the Separation from Service occurs.

4.5Committee Actions. Notwithstanding anything in this Article 4 to the contrary, any actions with respect to participation or termination of participation in connection with the Chief Executive Officer or the Plan Administrator if the Plan Administrator is an Executive, shall be taken by the Committee.

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ARTICLE 5PAYMENT UPON A CHANGE IN CONTROL TERMINATION

5.1 Eligibility for Benefits. Except as set forth in Section 5.5 below), if an Executive has a Change in Control Termination, SunTrust shall pay or provide to the Executive the payments and benefits set forth in this Article 5.

5.2 Determination of Severance Amount. The Severance Amount payable in accordance with this Article 5 is an amount equal to the following:

a. With respect to the Chief Executive Officer, an amount equal to one-hundred and four (104) weeks of Base Salary plus an amount equal to two (2) times the Executive’s Target Bonus Percentage multiplied by Base Salary.

b. With respect to the Executive Leadership Team (excluding the Chief Executive Officer), an amount equal to one-hundred and four (104) weeks of Base Salary plus an amount equal to two (2) times the Executive’s Target Bonus Percentage multiplied by Base Salary.

c. With respect to Other Enterprise Level Executives, an amount equal to fifty-two (52) weeks of Base Salary plus an amount equal to one (1) times the Executive’s Target Bonus Percentage multiplied by Base Salary.

5.3 Manner of Payment.

a. Form and Timing. The Severance Amount described in Section 5.2 shall be paid in cash to the Executive in a single lump sum sixty (60) days after the Executive’s Separation from Service. Notwithstanding the foregoing, if the Executive is a Key Employee, the Severance Amount shall be paid in a lump sum on the first day of the month following Key Employee Delay. During the Key Employee Delay, interest shall accrue on the Severance Amount at the “prime rate” as reported by SunTrust Bank or its successor on the date the Executive Separates from Service or, if such rate is not reported on such date, such rate as so reported on the last business day before the Executive’s Separation from Service.

b. Earned but Unpaid Salary, Bonus and Vacation.  SunTrust shall promptly pay the Executive any earned but unpaid base salary and bonus, shall promptly pay the Executive for any earned but untaken vacation and shall promptly reimburse the Executive for any incurred but unreimbursed expenses which are otherwise reimbursable under SunTrust’s expense reimbursement policy as in effect for senior executives immediately before the Executive’s termination of employment.

c. Other Benefits.

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i. Stock Options.  Notwithstanding the terms of any plan or agreement under which an option was granted, each outstanding stock option granted to the Executive by SunTrust shall immediately become fully vested and exercisable on the date of the Executive’s termination of employment. For purposes of determining when the Executive’s right to exercise each such option expires, the Executive shall be deemed to continue to be employed by SunTrust for the number of weeks of Base Salary the Executive is eligible to receive under Section 5.2; provided, however, in no event shall the Executive’s right to exercise the option extend beyond the earlier of (i) the latest date upon which the option could have expired by its original terms under any circumstances; or (ii) the tenth (10^th) anniversary of the original date of grant.

ii. Restricted Stock and Restricted Stock Units.  Restrictions on any outstanding restricted stock grants or restricted stock unit awards, if any, to the Executive by SunTrust shall immediately expire and the Executive’s right to such stock or stock units shall be non-forfeitable in accordance with the Change in Control provisions of the agreement under which such grants or awards were made.

iii. Performance Stock and Performance Stock Units. Outstanding performance stock grants or performance stock unit awards, if any, to the Executive by SunTrust shall vest in accordance with the Change in Control provisions of the agreement under which such grants or awards were made.

iv. Bonus Award.  Payments under this Section 5.3(c)(iv) shall reduce any amounts otherwise payable pursuant to the terms of the AIP or FIP, as applicable, at the end of the calendar year in which the Executive terminates employment. Notwithstanding anything herein to the contrary, any portion of the amounts set forth below that have been elected or scheduled to be deferred and credited under the SunTrust Banks, Inc. Deferred Compensation Plan or any other nonqualified plan maintained by SunTrust or an Affiliate shall not be paid under this Section 5.3(c)(iv).

(A) AIP.  If the Executive participates in the AIP, SunTrust shall pay the Executive sixty (60) days after the Executive’s Separation from Service, a portion of the Executive’s target bonus or, if greater, the Executive’s projected bonus under the AIP for the calendar year in which the Executive’s employment terminates, where  the Executive’s projected bonus shall be no less than the bonus which would have been projected under the AIP on the date of the Change in Control, and  such portion shall be determined by multiplying such target bonus or, if greater, such projected bonus by a fraction, the numerator of which shall be the number of days the Executive is

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employed in such calendar year and the denominator of which shall be the number of days in such calendar year.

(B) FIP.  If the Executive was not eligible to participate in the AIP, but participates in a FIP, SunTrust shall pay the Executive sixty (60) days after the Executive’s Separation From Service an amount equal to the average of the Executive’s payments under the FIP for the three (3) complete Plan Years immediately preceding Separation from Service, multiplied by a fraction, the numerator of which shall be the number of days the Executive is employed in such calendar year and the denominator of which shall be the number of days in such calendar year.

5.4 Termination in Anticipation of Change in Control.  The Executive shall be treated under Section 5.1 as if the Executive’s employment had been terminated without Cause or the Executive had resigned for Good Reason during the Executive’s Protection Period if (1)(A) the Executive’s employment is terminated by SunTrust or an Affiliate without Cause on or after the date the shareholders of SunTrust approve any transaction described in Section 2.6(iii) or Section 2.6(iv) but before the Change in Control which results from such approval, or (B) the Executive resigns for Good Reason on or after the date the shareholders of SunTrust approve any transaction described in Section 2.6(iii) or Section 2.6(iv) but before the Change in Control which results from such approval; and (2) there is a Change in Control which results from such shareholder approval. The Executive shall receive the Severance Amount described in Section 5.2 in a single lump sum following the later of: (x) the Executive’s Separation from Service (with payment in accordance with Section 5.3(a), or (y) the date of the Change in Control. If the date of the Change in Control is the later event, payment shall be treated as made upon the lapse of a substantial risk of forfeiture under Treas. Reg. § 1.409A-3(i)(1)(i) and treated as paid on the date of such Change in Control.

5.5 Change in Control Agreements/No Duplication of Benefits. An Executive who is a party to a Change in Control Agreement shall not be eligible for any Severance Amount or other benefits or payments under this Article 5 until the Change in Control Agreement expires in accordance with its terms.

5.6 Limitation on Payments under Certain Circumstances. If SunTrust or SunTrust’s independent accountants determine that any payments and benefits called for under this Plan, solely because of a Change in Control, together with any other payments and benefits made available to the Executive by SunTrust or an Affiliate (each, a “Payment”) will result in any portion of such Payments being subject to an excise tax under Code Section 4999 or any like or successor section thereto (the “Excise Tax”), then the Payments shall be reduced (but not below zero) so that the amount of the Payments (after reduction) shall be one dollar ($1.00) less than the amount which would cause the Payments to be subject to the Excise Tax (the “Reduced Amount”); provided that such Payments shall not be reduced if, without such reduction, the

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Executive would receive and retain, on a net after-tax basis (taking into account all applicable taxes payable by Executive, including any Excise Tax), an amount of the Payments which is greater than the amount, on a net after-tax basis, that the Executive would be entitled to retain upon receipt of the Reduced Amount.

To the extent a reduction is required under this Section 5.6, SunTrust shall reduce or eliminate the Payments in accordance with this Section 5.6 and in a manner consistent with the requirements of Code Section 409A. Any reduction in Payments shall occur first with respect to amounts that are not subject to Code Section 409A in the following order: (a) reduction of cash payments, beginning with payments scheduled for the latest distribution date; (b) reduction of vesting acceleration of equity awards; and (c) reduction of other benefits paid or provided to the Executive. If, after the reduction to zero of the amounts described above, further reductions are required under this Section 5.6, SunTrust shall reduce all Payments subject to Code Section 409A on a pro rata basis (but not below zero). This Section 5.6 shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any payments or benefits.

Any determination under this Section 5.6 by SunTrust or SunTrust’s independent accountants shall be made at SunTrust’s expense and in accordance with Code Section 280G and any applicable related regulations (whether proposed, temporary or final) and any related Internal Revenue Service rulings and any related case law.

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ARTICLE 6LIMITATIONS/RELEASE

6.1 Restrictive Covenant Agreement. As a condition of becoming a participant and receiving any payments or benefits under the Plan, each Executive will be required to provide a written acknowledgement of his participation in the Plan and shall be subject to the covenants described in this Section 6.1.

a. No Solicitation of Customers or Clients.  The Executive shall not during the Restricted Period, directly or indirectly, for himself or on behalf of any Business Entity other than SunTrust or an Affiliate, solicit or attempt to solicit any Customer for the purpose of marketing, providing, servicing, or selling, any product or service then marketed, provided, serviced, or sold by SunTrust or any Affiliate in any line of business in connection with which Executive had Material Contact with such Customer. Nothing contained in this Section 6.1(a) will prohibit public advertising or public solicitations (such as television advertisements directed to the general public) of Customers, potential customers or clients of SunTrust or any Affiliate in general so long as the advertising and solicitations are not specifically directed to Customers, potential customers or clients of SunTrust or any Affiliate.

b. Anti-pirating of Employees. Absent the Plan Administrator’s written consent, an Executive will not during the Restricted Period solicit to employ on the Executive’s own behalf or on behalf of any other person, firm or corporation, any person who was employed by SunTrust or an Affiliate during the term of the Executive’s employment by SunTrust or an Affiliate (whether or not such employee would commit a breach of contract), and who has not ceased to be employed by SunTrust or an Affiliate for a period of at least one (1) year. Nothing contained in this Section 3 will prohibit public advertising or public solicitations (such as want-ads directed to the general public) of any person employed during such period by SunTrust or an Affiliate in general so long as the advertising and solicitations are not specifically directed to any employee or former employee of SunTrust or an Affiliate.

c. Trade Secrets and Confidential Information. By participating in this Plan, the Executive agrees that:

i. the Executive will hold in a fiduciary capacity for the benefit of SunTrust and each Affiliate, and will not directly or indirectly use or disclose, any Trade Secret that Executive may have acquired during the term of the Executive’s employment by SunTrust or an Affiliate for so long as such information remains a Trade Secret; and

ii. during the Restricted Period, the Executive will hold in a fiduciary capacity for the benefit of SunTrust and each Affiliate, and will not directly or

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indirectly use or disclose, any Confidential or Proprietary Information that the Executive may have acquired (whether or not developed or compiled by the Executive and whether or not the Executive was authorized to have access to such information) during the term of, in the course of, or as a result of the Executive’s employment by SunTrust or an Affiliate.

d. Definitions

i. “Business Entity” means any individual, partnership, association, corporation, trust, limited liability company, unincorporated organization, or any other business entity or enterprise.

ii. “Confidential or Proprietary Information” means any secret, confidential, or proprietary information of SunTrust or a SunTrust Affiliate (not otherwise included in the definition of Trade Secret below) that has not become generally available to the public by the act of one who has the right to disclose such information without violating any right of SunTrust or an Affiliate.

iii. “Customer” means any Business Entity to whom SunTrust or any SunTrust Affiliate provides any product or service, and with whom the Executive had Material Contact.

iv. “Material Contact” means any interaction between the Executive and any Business Entity that takes place in an effort to establish, maintain, or further a business relationship on behalf of SunTrust or any SunTrust Affiliate.

v. “Restricted Period” means the period which starts on the date the Executive’s employment by SunTrust or an Affiliate terminates under circumstances which require SunTrust to make the payments and provide the benefits described in Article 4 or Article 5 of the Plan and which ends on the earlier of (a)(i) the first anniversary of such termination date for purposes of Section 3 herein and (ii) the second anniversary of such termination date for all other purposes under the Plan, or (b) on the first date following such a termination on which SunTrust breaches any obligation to the Executive under the Plan.

vi. “Trade Secret” means information, including, but not limited to, technical or nontechnical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, or a list of actual or potential customers or suppliers that:

(A) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by,

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other persons who can obtain economic value from its disclosure or use, and

(B) is the subject of reasonable efforts by SunTrust or an Affiliate to maintain its secrecy.

e. Reasonable and Necessary Restrictions and Non-Disparagement. The Executive acknowledges that the restrictions, prohibitions and other provisions set forth in this Agreement, including without limitation the Restricted Period, are reasonable, fair and equitable in scope, terms and duration; are necessary to protect the legitimate business interests of SunTrust; and are a material inducement to SunTrust to provide the benefits under the Plan. The Executive covenants that he will not challenge the enforceability of this these Restrictive Covenants nor will he raise any equitable defense to its enforcement. Further, the Executive and SunTrust each agree not to knowingly make false or materially misleading statements or disparaging comments about the other during the Restricted Period.

6.2 Release. As a condition of payment under the Plan, the Executive must sign a release, satisfactory to the Plan Administrator, waiving all rights to file any claim against SunTrust, any Affiliate, directors, officers, employees, or agents relating to the Executive’s employment or separation from service or against the Plan and its fiduciaries and agreeing to such confidentiality provisions and such other restrictions as the Committee deems appropriate.

6.3 Timing of Release.  SunTrust shall provide the release to the Executive promptly following Separation from Service, and such release and covenant not to sue must be executed and all revocation periods shall have expired in accordance with its terms, but in no case later than sixty (60) days after Separation from Service. If the Executive fails to execute a timely release, payments under the Plan shall be forfeited.

6.4 Taxes. All required federal, state and local taxes will be withheld from the cash lump sum severance payment. In addition, any financial obligations the Executive has to SunTrust or an Affiliate will be deducted from the lump sum severance payment.

6.5 No Increase in Other Benefits; No Other Severance Pay.  Severance Amounts payable under Article 4 or Article 5 shall not be taken into account to increase the benefits otherwise payable to, or on behalf of, the Executive under any employee benefit plan, policy or program, whether qualified or nonqualified, maintained by SunTrust or an Affiliate (e.g., there will be no increase in the Executive’s life insurance because of compensation the Executive receives under this Plan) and, further, the Executive has no right to any payment of severance pay and severance benefits under the SunTrust Banks, Inc. Severance Pay Plan or any other severance pay plan, policy or program maintained by SunTrust or an Affiliate or under any individual severance agreement or employment agreement subject to the condition that SunTrust not be relieved

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of any of its obligations under any Change in Control Agreement until such time as such Change in Control Agreement expires in accordance with its terms.

6.6 No Severance Pay upon Death or Disability.  SunTrust will have no obligations to the Executive under this Plan if the Executive’s employment terminates exclusively as a result of the Executive’s death or the Executive is no longer actively at work due to Disability.

ARTICLE 7SOURCE OF BENEFITS

Benefits payable under this Plan shall be paid from the general assets of SunTrust.

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ARTICLE 8CLAIMS

8.1 Claims. All claims for benefits under this Plan shall be made, reviewed, processed, paid or denied and appealed in accordance with the terms and conditions of the provisions of the claims procedures as set forth in the Plan’s summary plan description. Before an Executive or his representative files a lawsuit claiming benefits under this Plan, the Executive must exhaust his right under the Plan’s claim procedures, and all or part of the Executive’s claim must be initially denied and then denied on appeal. Notwithstanding any other provision of the Plan or the summary plan description to the contrary, all claims for payment of severance benefits under this Plan must be filed with the Plan Administrator within 12 months after the earlier of the date the Executive separates from service or the date of the event that the Executive claims is the triggering event that gives rise to his entitlement to severance benefits under this Plan. Any such claim submitted after the applicable 12-month period will not be considered for payment under this Plan. If an Executive wishes to bring a lawsuit related to a claim for benefits under this Plan, the lawsuit must be filed no later than 24 months after the date on which such Executive’s claim is denied on appeal. In the event an Executive is incapacitated, the Executive’s personal representative may file a claim on the Executive’s behalf as long as it is filed within a reasonable time after the end of the applicable 12-month period for filing claims. The preceding restrictions on the time for filing claims under the Plan’s claims procedures and the time for filing a lawsuit shall not apply to any claim for breach of fiduciary duty, which shall be governed by the time periods set forth in ERISA section 413.

8.2 No Estoppel of Plan. No person is entitled to any benefit under this Plan except and to the extent expressly provided under this Plan. The fact that payments have been made from this Plan in connection with any claim for benefits under this Plan does not (i) establish the validity of the claim, (ii) provide any right to have such benefits continue for any period of time, or (iii) prevent this Plan from recovering the benefits paid to the extent that SunTrust or the Plan Administrator determines that there was no right to payment of the benefits under this Plan. Thus, if a benefit is paid under this Plan and it is thereafter determined by SunTrust or the Plan Administrator that such benefit should not have been paid (whether or not attributable to an error by the Executive, SunTrust, the Plan Administrator, or any other person), then SunTrust or the Plan Administrator may take such action as SunTrust or the Plan Administrator deems necessary or appropriate under the circumstances, including without limitation, (i) deducting the amount of any such overpayment theretofore made to or on behalf of such Executive from any succeeding payments to or on behalf of such Executive under this Plan or from any amounts due or owing to such Executive by SunTrust or any Affiliate or under any other plan, program or arrangement benefiting the employees or former employees of SunTrust or any Affiliate, or (ii) otherwise recovering such overpayment from whoever has benefited from it.

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8.3 If SunTrust or the Plan Administrator determines that an underpayment of benefits has been made, SunTrust or the Plan Administrator shall take such action as it deems necessary or appropriate under the circumstances to remedy such situation. However, in no event shall interest be paid on the amount of any underpayment.

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ARTICLE 9ADMINISTRATION

9.1 Administration.  The Plan Administrator is the named fiduciary of the Plan.  The Plan Administrator may appoint, as it deems necessary or advisable, an individual or committee to act as its representative in matters affecting the Plan.  The Plan Administrator shall have authority to control and manage the operation and administration of the Plan in good faith, and may adopt rules and regulations consistent with the terms of the Plan and necessary or advisable to administer the Plan properly and efficiently.

9.2 Discretionary Authority. The Plan Administrator shall have the exclusive responsibility and complete discretionary authority to control the operation and administration of the Plan, with all powers necessary to enable it to properly carry out its responsibilities under the Plan, including, but not limited to, the power to define and construe the terms of this Plan, to determine status, coverage and eligibility for benefits, to resolve all interpretative, equitable and other questions that arise in the operation and administration of this Plan, to adopt and implement rules to carry out the administration of the Plan, and to settle any and all disputed claims that may arise. The grant of such sole and complete discretionary authority to the Plan Administrator in the exercise of all its powers and duties is intended to invoke the arbitrary-and-capricious standard of review as opposed to the de novo standard.

9.3 Designees. The Plan Administrator may delegate all or any portion of its authority under the Plan to any other person(s). Any other person designated as named fiduciary or a Plan Administratordesignated as responsible for a particular aspect of the control, management or administration of this Plan shall have the exclusive responsibility and complete discretionary authority to control those aspects of the operation and administration of the Plan with respect to which such designation is made, including, but not limited to, the power to determine benefits payable, to resolve all interpretative equitable and other questions that shall arise in the operation and administration of the particular aspect of the Plan over which such person has such discretionary authority, and to settle any and all disputed claims that may arise with respect to such aspect of the Plan.

9.4 Service as Fiduciary. A person may serve in more than one fiduciary capacity (as defined in ERISA) with respect to this Plan, and a fiduciary may be an Executive provided such person otherwise satisfies the requirements for participation under this Plan and he or she does not participate in any decisions that affect him or her specifically as an individual executive. All actions or determinations of SunTrust, the Committee, any person designated as a named fiduciary or a Plan Administrator on all matters within the scope of their authority under this Plan shall be final, conclusive and binding on all persons and there is no right of appeal except as provided under the Plan’s claims procedures.

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ARTICLE 10INDEMNIFICATION

SunTrust and its Affiliates (to the extent permissible under law and consistent with their charters and bylaws) shall indemnify and hold harmless any employee, including any member of the Committee if acting as Plan Administrator or in any fiduciary capacity with respect to the Plan, for any liability, loss, expense, assessment or other cost of any kind or description whatsoever, including legal fees and expenses, which such employee may actually incur for his or her acts and omissions in the administration of the Plan.

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ARTICLE 11AMENDMENT AND TERMINATION

11.1 Amendment. Except as set forth in Section 11.3 below, SunTrust reserves the right, through action of the Committee at any time and from time to time, to amend this Plan in any respect whatsoever. An amendment may be made retroactively but a retroactive amendment may not affect any benefits for which an Executive is entitled due to a Qualifying Termination or a Change in Control Termination prior to the adoption of such amendment. An amendment may affect the payment of benefits under the Plan if necessary to cause the Plan to meet the applicable qualification requirements of the Code or ERISA.

11.2 Termination. Except as set forth in Section 11.3 below, SunTrust, through action of the Committee, reserves the right at any time to terminate the Plan. After such termination, SunTrust and the Affiliates shall have no obligation or duty whatsoever to pay or to fund benefits or to pay expenses of this Plan except for those expenses of this Plan accrued through the date of such termination.

11.3 Amendment or Termination on or after a Potential Change in Control or a Change in Control. No amendment adverse to the interest of the Executives may be adopted nor may the Plan be terminated (1) during the period commencing with a Potential Change in Control and ending on the second anniversary of the resulting Change in Control or (2) during the period commencing with the Change in Control and ending on the second anniversary of the Change in Control. For purposes of this Section 11.3, a “Potential Change in Control” is deemed to have occurred on the date the shareholders of SunTrust approve any transaction described in Section 2.6(iii) or Section 2.6(iv) and there is a Change in Control which results from such shareholder approval.

11.4 Compliance with Laws. Notwithstanding any other provision of the Plan or the summary plan description, SunTrust, through action of the Plan Administrator, may delay any benefit payment under the Plan and may refuse to pay any benefit otherwise due under the Plan, if the Plan Administrator, in its sole discretion, believes that any such payment may violate any law, ruling or regulation that applies to SunTrust or any of its Affiliates or any Executive. To the extent applicable, the Plan is intended to comply with Code Section 409A and official guidance issued thereunder and shall be interpreted, operated and administered in a manner consistent with this intention.

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ARTICLE 12MISCELLANEOUS

12.1 Spendthrift Clause. Except to the extent permitted by law, no benefit, payment or distribution under this Plan shall be subject to the claim of any creditor of an Executive or to any legal process by any creditor of an Executive, and no Executive shall have any right to alienate, commute, anticipate, or assign all or any portion of any benefit, payment or distribution under this Plan except to the extent expressly provided in this Plan. Notwithstanding the foregoing, this Section 12.1 shall not preclude the enforcement of a federal tax levy made pursuant to Code Section 6331 or the collection of an unpaid tax judgment. SunTrust and its Affiliates shall not in any manner be liable for, or subject to, the debts, contracts, liabilities, engagements or torts of any person entitled to benefits under this Plan.

12.2 Legally Incompetent. SunTrust may in its discretion direct payment due to an incompetent or disabled person, whether because of minority or mental or physical disability, or to the guardian of such person, or to the person having custody of such person, without further liability either on the part of SunTrust and its Affiliates, their officers, directors, employees or agents for the amount of such payment to the person on whose account such payment is made.

12.3 Reporting and Disclosure. SunTrust, acting through the corporate benefits area, shall act as the Plan Administrator for purposes of satisfying any reporting and disclosure requirements applicable to this Plan unless SunTrust, in its discretion, appoints another person or entity to satisfy such requirements.

12.4 Plan Not an Employment Contract. This Plan is not a contract of employment and participation in this Plan shall not give any Executive the right to be retained in the employ of SunTrust or any Affiliate.

12.5 Errors and Omissions. Individuals and entities charged with the administration of the Plan must see that it is administered in accordance with its terms as long as it is not in conflict with any other particular provision of applicable law with which it is intended to comply. If an innocent error or omission is discovered in the Plan’s operation or administration, and if SunTrust determines that it would cost more to correct the error than is warranted, and if SunTrust determines that the error did not result in discrimination prohibited by this Plan, then, to the extent that an adjustment will not, in SunTrust’s judgment, result in discrimination prohibited by the Plan, SunTrust may authorize any equitable adjustment it deems necessary or desirable to correct the error or omission.

12.6 Nonvested Benefits. Nothing in this Plan shall be construed as creating any vested rights to benefits in favor of any Executive.

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12.7 Construction. The headings and subheadings in this Plan have been set forth for convenience of reference only and have no substantive effect whatsoever. Unless the context clearly indicates otherwise, references to the singular shall include the plural, references to the plural shall include the singular, references to the masculine gender shall include the feminine and references to any section shall be to a section in this Plan unless otherwise indicated. This Plan shall be construed, enforced and administered in accordance with the laws of the State of Georgia (excluding its choice-of-law rules) to the extent that such laws are not preempted by federal law.

(Signature Page Follows)

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IN WITNESS WHEREOF, SunTrust Banks, Inc. has caused this Plan document, effective as of 4/22/14 to be executed and attested by its duly authorized officers on this 22nd day of April, 2014.

SUNTRUST BANKS, INC.	ATTEST
By: Becky Lynn-Crockford	By: Lauren D. Brumley
Title: FVP, Director - Total Rewards Design & Development	Title: FVP, Senior Total Rewards &                     Consultant

xxxi

To    

cc        Ken Carrig

Becky Lynn-Crockford

From Bill Rogers

Date    April 22, 2014

Subject Executive Severance Plan

Congratulations, as an enterprise-level executive you will participate in the new Executive Severance Plan (ESP). The ESP is a key component of the comprehensive executive total rewards framework we have created for enterprise-level executives.

Executive Total Rewards Framework

Over the last several months, the Total Rewards team has been working with executive leadership to develop a comprehensive executive total rewards framework for enterprise-level executives. The framework is intended to:

• Provide competitive, performance-driven total rewards opportunities;

• Balance pay, performance and risk;

• Address current and emerging regulatory, shareholder and corporate governance concerns; and

• Enhance the attraction, retention and motivation of key executives.

Executive Severance Plan Summary

The ESP will provide financial protection in the event of certain termination scenarios, including change-in-control. As an enterprise-level executive, you will participate in the ESP in place of the broad-based Severance Pay Plan (SPP). The table below summarizes the key terms of the ESP:

Severance Component	Executive Severance Plan
Non-CIC Cash Severance	Fixed – 52 Weeks
Basis for Non-CIC Severance Benefit Calculation	Base Salary
CIC Cash Severance	Fixed – 52 Weeks
Basis for CIC Severance Benefit Calculation	Salary + Target AIP; or three-year Average FIP *
Excise Tax Provision	“Best of Net” **
Health & Welfare Benefits	Employee Paid (COBRA)

* If functional incentive plan (FIP) participant with unspecified target.

** “Best of Net” – CIC payments are reduced to the IRS safe harbor (3.0x the 5-year average W-2 earnings of the executive) only if the executive is better off on an after-tax basis (considering income taxes and excise taxes).

xxxii

While there are no immediate actions prompting this change, implementation of the ESP will address regulatory, shareholder and corporate governance issues and ensure a competitive total rewards package is provided for enterprise-level executives.

Additional information regarding the new ESP will be provided in the second quarter of 2014 once the plan document is finalized.

Please indicate your understanding and acknowledgement of participation in the Executive Severance Plan as of the date of this notification, April 22, 2014.

Sincerely,

Bill Rogers

I understand and acknowledge this notification of participation in the Executive Severance Plan as of the notification date.

I further acknowledge that:

• As a condition of my becoming a Participant and receiving any payments or benefits under the Plan, I shall be subject to the covenants described in the Plan and set forth in Appendix A, attached.

• My participation in the broad-based Severance Pay Plan terminated as of the notification date.

_______________________        ____________________

Executive                    Date

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APPENDIX A

Restrictive Covenants.

As a condition of becoming a participant and receiving any payments or benefits under the Plan, each Executive shall be subject to the covenants described herein.

f. No Solicitation of Customers or Clients.  The Executive shall not during the Restricted Period, directly or indirectly, for himself or on behalf of any Business Entity other than SunTrust or an Affiliate, solicit or attempt to solicit any Customer for the purpose of marketing, providing, servicing, or selling, any product or service then marketed, provided, serviced, or sold by SunTrust or any Affiliate in any line of business in connection with which Executive had Material Contact with such Customer. Nothing contained in herein will prohibit public advertising or public solicitations (such as television advertisements directed to the general public) of Customers, potential customers or clients of SunTrust or any Affiliate in general so long as the advertising and solicitations are not specifically directed to Customers, potential customers or clients of SunTrust or any Affiliate.

g. Anti-pirating of Employees. Absent the Plan Administrator’s written consent, an Executive will not during the Restricted Period solicit to employ on the Executive’s own behalf or on behalf of any other person, firm or corporation, any person who was employed by SunTrust or an Affiliate during the term of the Executive’s employment by SunTrust or an Affiliate (whether or not such employee would commit a breach of contract), and who has not ceased to be employed by SunTrust or an Affiliate for a period of at least one (1) year. Nothing contained herein will prohibit public advertising or public solicitations (such as want-ads directed to the general public) of any person employed during such period by SunTrust or an Affiliate in general so long as the advertising and solicitations are not specifically directed to any employee or former employee of SunTrust or an Affiliate.

h. Trade Secrets and Confidential Information. By participating in this Plan, the Executive agrees that:

i. the Executive will hold in a fiduciary capacity for the benefit of SunTrust and each Affiliate, and will not directly or indirectly use or disclose, any Trade Secret that Executive may have acquired during the term of the Executive’s employment by SunTrust or an Affiliate for so long as such information remains a Trade Secret.

ii. during the Restricted Period, the Executive will hold in a fiduciary capacity for the benefit of SunTrust and each Affiliate, and will not directly or indirectly use or disclose, any Confidential or Proprietary Information that the Executive may have acquired (whether or not developed or compiled by the Executive and whether or not the Executive was authorized to have access to such information) during the term of, in the course of, or as a result of the Executive’s employment by SunTrust or an Affiliate.

i. Definitions

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vii. “Business Entity” means any individual, partnership, association, corporation, trust, limited liability company, unincorporated organization, or any other business entity or enterprise.

viii. “Confidential or Proprietary Information” means any secret, confidential, or proprietary information of SunTrust or a SunTrust Affiliate (not otherwise included in the definition of Trade Secret below) that has not become generally available to the public by the act of one who has the right to disclose such information without violating any right of SunTrust or an Affiliate.

ix. “Customer” means any Business Entity to whom SunTrust or any SunTrust Affiliate provides any product or service, and with whom the Executive had Material Contact.

x. “Material Contact” means any interaction between the Executive and any Business Entity that takes place in an effort to establish, maintain, or further a business relationship on behalf of SunTrust or any SunTrust Affiliate.

xi. “Restricted Period” means the period which starts on the date the Executive’s employment by SunTrust or an Affiliate terminates under circumstances which require SunTrust to make the payments and provide the benefits described in Article 4 or Article 5 of the Plan and which ends on the earlier of (x)(1) the first anniversary of such termination date for purposes of paragraph (b) herein and (2) the second anniversary of such termination date for all other purposes under the Plan, or (y) on the first date following such a termination on which SunTrust breaches any obligation to the Executive under the Plan.

xii. “Trade Secret” means information, including, but not limited to, technical or nontechnical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, or a list of actual or potential customers or suppliers that:

(C) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and

(D) is the subject of reasonable efforts by SunTrust or an Affiliate to maintain its secrecy.

j. Reasonable and Necessary Restrictions and Non-Disparagement. The Executive acknowledges that the restrictions, prohibitions and other provisions set forth in this Agreement, including without limitation the Restricted Period, are reasonable, fair and equitable in scope, terms and duration; are necessary to protect the legitimate business interests of SunTrust; and are a material inducement to SunTrust to provide the benefits under the Plan. The Executive covenants that he will not challenge the enforceability of these Restrictive Covenants nor will he raise any equitable defense to its enforcement. Further, the Executive and SunTrust each agree not to knowingly

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make false or materially misleading statements or disparaging comments about the other during the Restricted Period.

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EX-10.3

TERMS AND CONDITIONS - RESTRICTED STOCK UNIT AGREEMENT

Exhibit 10.3

SunTrust Banks, Inc.

2009 Stock Plan

Performance-Vested

Restricted Stock Unit Agreement

SunTrust Banks, Inc. (“SunTrust”), a Georgia corporation, pursuant to action of the Compensation Committee (“Committee”) of its Board of Directors and in accordance with the SunTrust Banks, Inc. 2009 Stock Plan (“Plan”), has granted restricted stock units (the “Restricted Stock Units”) as an incentive for the Grantee to promote the interests of SunTrust and its Subsidiaries. Each Restricted Stock Unit represents the right to receive a share of SunTrust Common Stock, $1.00 par value, at a future date and time, subject to the terms of this Restricted Stock Unit Agreement (this “Grant”).

Name of Grantee	_[Name]____________________________
Target Number of Restricted Stock Units	_[# of Units]_____
Grant Date	_[Grant Date]_________________________

This Restricted Stock Unit Agreement (the “Unit Agreement”) evidences this Grant, which has been made subject to all the terms and conditions set forth on the attached Terms and Conditions and in the Plan.

SUNTRUST BANKS, INC.

Authorized Officer

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TERMS AND CONDITIONS - RESTRICTED STOCK UNIT AGREEMENT

§1. EFFECTIVE DATE. This grant of Restricted Stock Units to the Grantee is effective as of [Grant Date] (the “Grant Date”).

§2. DEFINITIONS. Whenever the following terms are used in this Unit Agreement, they shall have the meanings set forth below. Capitalized terms not otherwise defined in this Unit Agreement shall have the same meanings as in the Plan.

(a) 409A Change in Control - means an event described in IRS regulations or other guidance under Code section 409A(a)(2)(A)(v).

(b) Absolute Performance Metric – means Average ROTCE.

(c) Annual ROTCE – means the average of ROTCE for the four calendar quarters in each of the three years in the Performance Period.

(d) Average ROTCE – means the three-year average of Annual ROTCE in the Performance Period.

(e) Change in Control - means a “Change in Control” as defined in §2.2 of the SunTrust Banks, Inc. 2009 Stock Plan.

(f) Change in Control Agreement - means a change in control agreement by and between SunTrust and the Grantee.

(g) Code - means the Internal Revenue Code of 1986, as amended.

(h) Disability - means the Grantee 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 Grantee's employer and, in addition, has begun to receive benefits under SunTrust's Long-Term Disability Plan.

(i) Dividend Equivalent Right - means a right that entitles the Grantee to receive an amount equal to any dividends paid on a share of Stock, which dividends have a record date between the Grant Date and the date the Vested Units are paid; provided, however, the amount of any Dividend Equivalent Rights on unvested Restricted Stock Units shall be treated as reinvested in additional shares of Stock on the date such dividends are paid.

(j)Earnings Per Share - means net income available to common shareholders, per share, on a fully-diluted basis, on a cumulative basis for the Performance Period.

(k) Key Employee - means an employee treated as a “specified employee” as of his Separation from Service under Code §409A(a)(2)(B)(i) (i.e., a key employee (as defined in Code §416(i) without regard to §(5) thereof)) if the common stock of SunTrust or an affiliate (any member of SunTrust's controlled group, as determined under Code §414(b), (c), or (m)) is publicly traded on an established securities market or otherwise. Key Employees shall be determined in accordance with Code §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.

(l) Minimum Performance Hurdle– means Earnings Per Share.

(m) Performance Period - means the period commencing January 1, 2014 and ending December 31, 2016.

(n) Relative Performance Metric – means TSR Rank.

(o) Retirement - means termination of employment of Grantee from SunTrust and its Subsidiaries on or after attaining age 55 and completing five (5) or more years of service as determined in accordance with the terms of the SunTrust Banks, Inc. Retirement Plan, as amended from time to time (the “Retirement Plan”). For purposes of this Unit Agreement,

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TERMS AND CONDITIONS - RESTRICTED STOCK UNIT AGREEMENT

Grantee who is vested in the Retirement Plan benefit but terminates employment before attaining age 55 or completing at least five (5) years of service is not eligible for Retirement.

(p) Return on Tangible Common Equity or ROTCE – means net income available to common shareholders of SunTrust as a percentage of average total common equity reduced by recorded intangible assets for the applicable calendar quarter. In the event SunTrust is merged with or into another entity prior to the end of the Performance Period, then “Return on Tangible Common Equity” shall mean net income available to common shareholders of the surviving corporation as a percentage of average total common equity reduced by recorded intangible assets for the applicable calendar quarter.

(q) Severance Plan – means any severance program sponsored by SunTrust Banks, Inc. that provides for benefits upon a Change in Control).

(r) Separation from Service - means a “separation from service” within the meaning of Code §409A.

(s) Stock- means the common stock of SunTrust Banks, Inc. and any successor.

(t) Tangible Common Equity - means tangible common equity as reported on Form 10-Q, Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

(u) Target Performance – means, at any point in time, the level of performance that would be achieved if SunTrust had satisfied the Minimum Performance Hurdle, the median Relative Performance Metric (Earned Award as percent of Target is 100%) and Absolute Performance Metric of 10.0% (Incentive Adjustment Factor is 100%).

(v) Termination for Cause or Terminated for Cause - means a termination of employment which is made primarily because of (i) the Grantee's willful and continued failure to perform his job duties in a satisfactory manner after written notice from SunTrust to Grantee and a thirty (30) day period in which to cure such failure, (ii) the Grantee's conviction of a felony or engagement in a dishonest act, misappropriation of funds, embezzlement, criminal conduct or common law fraud, (iii) the Grantee's material violation of the Code of Business Conduct and Ethics of SunTrust or the Code of Conduct of a Subsidiary, (iv) the Grantee's engagement in an act that materially damages or materially prejudices SunTrust or any Subsidiary or the Grantee's engagement in activities materially damaging to the property, business or reputation of SunTrust or any Subsidiary; or (v) the Grantee's failure and refusal to comply in any material respect with the current and any future amended policies, standards and regulations of SunTrust, any Subsidiary and their regulatory agencies, if such failure continues after written notice from SunTrust to the Grantee and a thirty (30) day period in which to cure such failure, or the determination by any such governing agency that the Grantee may no longer serve as an officer of SunTrust or a Subsidiary.

Notwithstanding anything herein to the contrary, if the Grantee is subject to the terms of a Change in Control Agreement or is covered by a Severance Plan at the time of his termination of employment with SunTrust or a Subsidiary, solely for purposes of this Unit Agreement, “Cause” shall have the meaning provided in the Change in Control Agreement or the Severance Plan.

(w) Termination for Good Reason – means a termination of employment by Grantee due to (i) a failure to elect or reelect or to appoint or to reappoint Grantee to, or the removal of Grantee from, the position which he or she held with SunTrust prior to the Change in Control, (ii) a substantial change by the Board or supervising management in Grantee’s functions, duties or responsibilities, which change would cause Grantee’s position with SunTrust to become of less responsibility or scope than the position held by Grantee prior to the Change in Control or (iii) a substantial reduction of Grantee’s annual compensation from the lesser of: (A) the level in effect prior to the Change in Control or (B) any level established thereafter with the consent of the Grantee.

Notwithstanding anything herein to the contrary, if the Grantee is subject to the terms of a Change in Control Agreement or is covered by a Severance Plan at the time of his termination of employment with SunTrust or a Subsidiary, solely

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TERMS AND CONDITIONS - RESTRICTED STOCK UNIT AGREEMENT

for purposes of this Unit Agreement, “Good Reason” shall have the meaning provided in the Change in Control Agreement or the Severance Plan.

(x) Total Shareholder Return or TSR - means a company's total shareholder return, calculated based on the stock price appreciation during the Performance Period plus the value of dividends paid on such stock during the Performance Period (which shall be deemed to have been reinvested in the underlying company's stock). TSR shall be calculated using 20-day average stock prices for both beginning and ending values.

(y) TSR Rank - means the TSR for SunTrust during the Performance Period ranked relative to the TSR for the companies listed on Appendix A (the “Peer Group”) during the Performance Period. The Committee shall make the following adjustments to the calculation of the TSR Rank or the composition of the Peer Group during the Performance Period as follows: (1) if a member of the Peer Group is acquired by another company, or during the Performance Period announces that it will be acquired by another company, then the acquired Peer Group company will be moved to a position below the lowest ranked peer; (2) if a member of the Peer Group sells, spins-off, or disposes of a portion of its business, then such Peer Group company will remain in the Peer Group for the Performance Period unless such disposition(s) results in the disposition of more than 50% of such company's total assets during the Performance Period, in which case it will be moved to a position below the lowest ranked peer; (3) if a member of the Peer Group acquires another company, the acquiring Peer Group company will remain in the Peer Group; (4) if a member of the Peer Group is delisted on all major stock exchanges, such delisted company will be moved to a position below the lowest ranked peer; (5) to the extent that SunTrust and/or any member of the Peer Group split its stock or declare a distribution of shares, such company's TSR performance will be appropriately adjusted for the stock split or share distribution so as not to give an advantage or disadvantage to such company by comparison to the other companies; (6) members of the Peer Group that file for bankruptcy, liquidation or reorganization during the Performance Period will moved to a position below the lowest ranked peer; and (7) the Committee shall have the authority to make other appropriate adjustments in response to a change in circumstances that results in a member of the Peer Group no longer satisfying the criteria for which such member was originally selected. The Committee shall calculate the beginning and ending TSR values based on the average of the closing prices of the applicable company's stock for the 20 trading days prior to and including the beginning or ending date, as applicable, of the Performance Period.

§3. PERFORMANCE BASED VESTING.

(a) Minimum Performance Hurdle. The Minimum Performance Hurdle shall be Earnings Per Share. In no event shall any Restricted Stock Units vest pursuant to this §3 unless the Company attains a cumulative Earnings Per Share of at least [ ] for the Performance Period.

(b) Relative Performance Metrics. The Grantee shall vest in a percentage of Restricted Stock Units (between 0% and 150%) corresponding to SunTrust's TSR Rank (Table A) adjusted as described below on February 21, 2017 (the “Vesting Date”); provided, that the Grantee has remained in continuous employment with SunTrust or a Subsidiary from the Grant Date through the Vesting Date, except as provided in §5(d) hereof (pertaining to vesting after Retirement). In addition, the Restricted Stock Units may vest prior to the Vesting Date in accordance with any other provisions of §4 or §5. The TSR for SunTrust and each member of the Peer Group shall be calculated and ranked from high to low.

Table A - Total Shareholder Return Rank

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TERMS AND CONDITIONS - RESTRICTED STOCK UNIT AGREEMENT

3 Year Relative TSR Rank	Earned Award as a Percent of Target
#1	150%
#2	140%
#3	130%
#4	120%
#5	110%
#6 (median)	100%
#7	80%
#8	60%
#9	40%
#10	0%
#11	0%

(c) Absolute Performance Metric. The “Earned Award as a Percent of Target” indicated on Table A for SunTrust’s TSR Rank is further adjusted by multiplying the “Earned Award as a Percent of Target” by the “Incentive Adjustment Factor” indicted on Table B for SunTrust’s Average ROTCE.

Table B - Return on Tangible Common Equity

Average ROTCE	Incentive Adjustment Factor
[ ]	100%
[ ]	80%
[ ]	60%
[ ]	40%
[ ]	20%
[ ]	0%

§4. SUNTRUST CHANGE IN CONTROL.

(a) In the event that a Change in Control (as defined in the SunTrust Banks, Inc. 2009 Stock Plan) occurs prior to the Vesting Date and on or prior to any vesting date set forth in §5, then the number of Restricted Stock Units (and related Dividend Equivalent Rights), as determined in §4(b) below, shall be vested upon the earlier of: (i) the Vesting Date, provided that the Grantee has remained in continuous employment with SunTrust or a Subsidiary from the Grant Date through the Vesting Date; or (ii) the date of the Grantee's termination of employment with SunTrust and its Subsidiaries as a result of: (A) an involuntary termination by SunTrust that does not result from the Grantee's death or Disability and does not constitute a Termination for Cause; (B) the Grantee's death or Disability; (C) termination of the Grantee due to Retirement; or (D) a Termination for Good Reason by the Grantee.

(b) The number of Restricted Stock Units (and related Dividend Equivalent Rights) that shall vest will be equal to the sum of (i) the number of Restricted Stock Units that would have vested (if any) if the Performance Period ended on the date of the Change in Control (based on the actual achievement in Minimum Performance Hurdle, the Relative Performance Metric and the Absolute Performance Metric through the date of the Change in Control) multiplied by a fraction, the numerator of which shall be the number of days from the first day of the Performance Period through the date of such Change in Control, and the denominator of which shall be the total number of days in the Performance Period; plus (ii) the number of Restricted Stock Units that would have vested assuming SunTrust had achieved Target Performance multiplied by a fraction, the numerator of which shall be the number of days from the date of such Change in Control through the last day of the Performance Period, and the denominator of which shall be the total number of days in the Performance Period. In the event of such Change in Control, any Restricted Stock Units (and related Dividend Equivalent Rights) subject to this Unit Agreement that do not vest pursuant to this §4 shall terminate and be completely forfeited on the date of such termination of the Grantee's employment.

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TERMS AND CONDITIONS - RESTRICTED STOCK UNIT AGREEMENT

Notwithstanding anything herein to the contrary, if the Grantee is subject to the terms of a Change in Control Agreement or is covered by a Severance Plan on the date of a Change in Control that provides for more generous vesting of the Restricted Stock Units, such vesting provisions of the Change in Control Agreement or the Severance Plan shall govern.

§5. TERMINATION OF EMPLOYMENT.

(a) If prior to the Vesting Date and the date of a Change in Control, the Grantee's employment with SunTrust and its Subsidiaries terminates for any reason other than those described in §5(b), §5(c) or §5(d), then the Restricted Stock Units (and related Dividend Equivalent Rights) subject to this Unit Agreement shall terminate and be completely forfeited on the date of such termination of the Grantee's employment. Notwithstanding anything in this §5 to the contrary, if the Grantee is Terminated for Cause from SunTrust and its Subsidiaries prior to payment pursuant to §6, all of the Restricted Stock Units (and related Dividend Equivalent Rights) will immediately and automatically without any action on the part of the Grantee or SunTrust, be forfeited by the Grantee.

(b) Death or Disability. If the Grantee's employment with SunTrust and its Subsidiaries terminates prior to the Vesting Date and the date of a Change in Control, as a result of the Grantee's (i) death, or (ii) Disability, then the unvested Restricted Stock Units (and related Dividend Equivalent Rights) shall vest immediately on the date of such termination. The number of Restricted Stock Units, if any, that vest will be based on the number of Restricted Stock Units (and related Dividend Equivalent Rights) that would have vested (if any) if the Performance Period ended on such date and based on the actual performance achieved (or the Target Performance, if such termination occurs less than one (1) year after the first day of the Performance Period)). In determining performance, the Committee shall consider all fiscal quarters completed prior to the date of death or Disability, and (1) prorate the Minimum Performance Hurdle based on the number of completed fiscal quarters compared to the total 3-year Performance Period, and (2) with respect to the Absolute and Relative Performance Metrics, determine actual performance, based on completed calendar quarters, from the first day of the Performance Period through the date of death or Disability. In the event of such termination, any Restricted Stock Units (and related Dividend Equivalent) subject to this Unit Agreement that do not vest pursuant to this §5(b) shall terminate and be completely forfeited on such date.

(c) Reduction in Force. If the Grantee's employment with SunTrust and its Subsidiaries is involuntarily terminated prior to the Vesting Date and the date of a Change in Control, by reason of a reduction in force which results in the Grantee's eligibility for payment of a severance benefit pursuant to the terms of the SunTrust Banks, Inc. Severance Pay Plan or a Severance Plan (or any successor to such plan), then a pro-rata number of Restricted Stock Units (and related Dividend Equivalent Rights) shall vest based on the Grantee's service completed from the Grant Date through the date of such termination of the Grantee's employment.

The pro-rata number of Restricted Stock Units (and related Dividend Equivalent Rights) vesting shall equal the product of: (i) the number of Restricted Stock Units that would have vested based on Target Performance; multiplied by (ii) a fraction, the numerator of which is equal to the number of days from the Grant Date through the date of such termination of employment, and the denominator of which is the number of days from the Grant Date to the third anniversary of the Grant Date. In the event of such pro-rata vesting described above, any Restricted Stock Units (and related Dividend Equivalent Rights) subject to this Unit Agreement that do not vest pursuant to this §5(c) shall terminate and be completely forfeited on such date.

(d) Retirement. If the Grantee's employment with SunTrust and its Subsidiaries terminates prior to the Vesting Date and the date of a Change in Control as a result of the Grantee's Retirement, then the number of Restricted Stock Units (and related Dividend Equivalent Rights) that would have vested based on the actual performance achieved as of the last day of the Performance Period (or, if a Change in Control occurs after such Retirement but prior to the end of the Performance Period, vesting will be based on the formula in §4(b)), shall, subject to §7(e) below, be fully vested.

§6. PAYMENT OF AWARD.

(a) The number of vested Restricted Stock Units (and related Dividend Equivalent Rights) payable pursuant to this §6 (the “Vested Units”) shall be determined in accordance with §3, §4 and §5 above and,

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TERMS AND CONDITIONS - RESTRICTED STOCK UNIT AGREEMENT

(i) the portion of the Vested Units comprising the “Earned Awards as a Percent of Target” equal to or less than 129% shall be paid in a lump sum upon the earliest to occur of the following: (A) the date of the Grantee's death, (B) the date of the Grantee's Disability, (C) subject to §6(d), the date of the Grantee's Separation from Service, if such Separation from Service occurs: (1) within two (2) years following a 409A Change in Control or (2) before the Grantee becomes eligible for Retirement, or (D) February 21, 2017.

(ii) the portion, if any, of the Vested Units comprising the “Earned Awards as a Percent of Target” greater than 129% shall be paid in a lump sum upon the earliest to occur of the following: (A) the date of the Grantee's death, (B) the date of the Grantee's Disability, (C) subject to §6(d), the date of the Grantee's Separation from Service, if such Separation from Service occurs: (1) within two (2) years following a 409A Change in Control or (2) before the Grantee becomes eligible for Retirement, or (D) February 21, 2018.

(b) In the event payment is made pursuant to sub-paragraph §6(a)(i)(A), §6(a)(i)(B), §6(i)(C), §6(ii)(A), §6(ii)(B), or §6(ii)(C) above, such payment shall be made on the last day of the sixty (60) day period which commences immediately following the date of the applicable event. In the event payment is made pursuant to sub-paragraphs §6(a)(i)(D) and §6(a)(ii)(D) above, such payment shall be made within 30 days following February 21, 2017 and February 21, 2018, respectively.

(c) Except as set forth below, the Vested Units shall be paid out in an equivalent number of shares of Stock; provided, however, the Grantee's right to any fractional share of Stock shall be paid in cash. In the event the Restricted Stock Units (and related Dividend Equivalent Rights) vest following a Change in Control pursuant to §4, the Vested Units shall be paid in cash, and the amount of the payment for each Vested Unit to be paid in cash will equal the Fair Market Value of a share of Stock on the date of the Change in Control.

(d) Notwithstanding anything herein to the contrary, distributions may not be made to a Key Employee upon a Separation from Service before the date which is six (6) months after the date of the Key Employee's Separation from Service (or, if earlier, the date of death of the Key Employee). Any payments that would otherwise be made during this period of delay shall be accumulated and paid in the seventh month following the Grantee's Separation from Service.

(e) The Grantee shall be entitled to a Dividend Equivalent Right for each Vested Unit. At the same time that the related Vested Units are paid, SunTrust shall pay each Dividend Equivalent Right in shares of Stock to the Grantee, or, in the event the Restricted Stock Units vest pursuant to §4, in cash; provided, however, the Grantee's right to any fractional share of Stock shall be paid in cash.

(f) The Grantee will not have any shareholder rights with respect to the Restricted Stock Units, including the right to vote or receive dividends, unless and until shares of Stock are issued to the Grantee as payment of the vested Restricted Stock Units.

§7. COVENANTS, RESTRICTIONS AND LIMITATIONS.

(a) Compliance with Securities Laws. By accepting the Restricted Stock Units, the Grantee agrees not to sell Stock at a time when applicable laws or SunTrust's rules prohibit a sale. This restriction will apply as long as the Grantee is an employee, consultant or director of SunTrust or a Subsidiary of SunTrust. Upon receipt of nonforfeitable shares of Stock pursuant to this Unit Agreement, the Grantee agrees, if so requested by SunTrust, to hold such shares for investment

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and not with a view of resale or distribution to the public, and if requested by SunTrust, the Grantee must deliver to SunTrust a written statement satisfactory to SunTrust to that effect. The Committee may refuse to issue any shares of Stock to the Grantee for which the Grantee refuses to provide an appropriate statement.

(b) Forfeiture of Non-Vested Units. To the extent that the Grantee does not vest in any Restricted Stock Units, all interest in such units, the related shares of Stock, and any Dividend Equivalent Rights shall be forfeited. The Grantee shall have no right or interest in any Restricted Stock Unit or related share of Stock that is forfeited.

(c) Extinguishment Upon Settlement. Upon each issuance or transfer of shares of Stock in accordance with this Unit Agreement, a number of Restricted Stock Units equal to the number of shares of Stock issued or transferred to the Grantee shall be extinguished and such number of Restricted Stock Units will not be considered to be held by the Grantee for any purpose.

(d) Restrictive Covenants. Grantee must fully perform the following covenants from the Grant Date through February 21, 2017 (or through February 21, 2018 if §6(a)(ii) applies) (collectively, the “Restricted Period”):

(i) No Solicitation of Customers or Clients. Grantee shall not during the Restricted Period solicit any customer or client of SunTrust or any SunTrust Affiliate with whom Grantee had any material business contact during the two (2) year period which ends on the date Grantee's employment by SunTrust or a SunTrust Affiliate terminates for the purpose of competing with SunTrust or any SunTrust Affiliate for any reason, either individually, or as an owner, partner, employee, agent, consultant, advisor, contractor, salesman, stockholder, investor, officer or director of, or service provider to, any corporation, partnership, venture or other business entity.

(ii) Anti-pirating of Employees. Absent the Compensation Committee's written consent, Grantee will not during the Restricted Period solicit to employ on Grantee's own behalf or on behalf of any other person, firm or corporation, any person who was employed by SunTrust or a SunTrust Affiliate during the term of Grantee's employment by SunTrust or a SunTrust Affiliate (whether or not such employee would commit a breach of contract), and who has not ceased to be employed by SunTrust or a SunTrust Affiliate for a period of at least one (1) year.

(iii) Protection of Trade Secrets and Confidential Information. Grantee hereby agrees that Grantee will hold in a fiduciary capacity for the benefit of SunTrust and each SunTrust Affiliate, and will not directly or indirectly use or disclose, any Trade Secret that Grantee may have acquired during the term of Grantee's employment by SunTrust or a SunTrust Affiliate for so long as such information remains a Trade Secret. In addition, Grantee agrees that during the Restricted Period, Grantee will hold in a fiduciary capacity for the benefit of SunTrust and each SunTrust Affiliate, and will not directly or indirectly use or disclose, any Confidential or Proprietary Information that Grantee may have acquired (whether or not developed or compiled by Grantee and whether or not Grantee was authorized to have access to such information) during the term of, in the course of, or as a result of Grantee's employment by SunTrust or a SunTrust Affiliate.

(e) Additional Post-Retirement Covenants. In the event of the Grantee's Retirement, such Grantee must fully perform the following covenants from the date of such termination through the last day of the Restricted Period:

(i) No Competitive Activity. Absent the Committee's written consent, Grantee shall not, during the Restricted Period and within the Territory, engage in any Managerial Responsibilities for or on behalf of any corporation, partnership, venture, or other business entity that engages directly or indirectly in the Financial Services Business whether as an owner, partner, employee, agent, consultant, advisor, contractor, salesman, stockholder, investor, officer or director; provided, however, that Grantee may own up to five percent (5%) of the stock of a publicly traded company that engages in the Financial Services Business so long as Grantee is only a passive investor and is not actively involved in such company in any way.

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(ii) Non-Disparagement. Grantee agrees not to knowingly make false or materially misleading statements or disparaging comments about SunTrust or any SunTrust Affiliate during the Restricted Period.

(f) Reasonable and Necessary Restrictions; Forfeiture. Grantee acknowledges that the restrictions, prohibitions and other provisions set forth in this Unit Agreement, including without limitation the Territory and Restricted Period, are reasonable, fair and equitable in scope, terms and duration; are necessary to protect the legitimate business interests of SunTrust; and are a material inducement to SunTrust to enter into this Unit Agreement. Grantee covenants that Grantee will not challenge the enforceability of this Unit Agreement nor will Grantee raise any equitable defense to its enforcement. Failure of Grantee to fully perform the applicable covenants set forth above will result in a forfeiture of all unpaid Restricted Stock Units (and related Dividend Equivalent Rights) under this Unit Agreement as of the date of such failure. Such forfeiture will be in compliance with Treas. Reg. §1.409A-3(f).

(g) Additional Definitions. For purposes of §7(d) and §7(e), (A) The term "Confidential or Proprietary Information" for purposes of this Unit Agreement shall mean any secret, confidential, or proprietary information of SunTrust or a SunTrust Affiliate (other than a Trade Secret) that has not become generally available to the public by the act of one who has the right to disclose such information without violating any right of SunTrust or a SunTrust Affiliate. (B) The term "Financial Services Business" for purposes of this Unit Agreement shall mean the business of banking, including deposit, credit, trust and investment services, mortgage banking, asset management, and brokerage and investment banking services. (C) The term "Managerial Responsibilities" for purposes of this Unit Agreement shall mean managerial and supervisory responsibilities and duties that are substantially the same as those Grantee is performing for SunTrust or a SunTrust Affiliate on the date of this Unit Agreement. (D) The term "SunTrust Affiliate" for purposes of this Unit Agreement shall mean any corporation which is a subsidiary corporation (within the meaning of §424(f) of the Code) of SunTrust except a corporation which has subsidiary corporation status under §424(f) of the Code exclusively as a result of SunTrust or a SunTrust Affiliate holding stock in such corporation as a fiduciary with respect to any trust, estate, conservatorship, guardianship or agency. (E) The term "Territory" for purposes of this Unit Agreement shall mean the states of Alabama, Florida, Georgia, Maryland, North Carolina, South Carolina, Tennessee, Virginia, and the District of Columbia, which are the states and Territories in which SunTrust has significant operations on the date of this Unit Agreement. (F) "Trade Secret" for purposes of Unit Agreement shall mean information, including, but not limited to, technical or nontechnical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, or a list of actual or potential customers or suppliers that: (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from it is disclosure or use, and (ii) is the subject of reasonable efforts by SunTrust or a SunTrust Affiliate to maintain its secrecy.

§8. WITHHOLDING.

(a) Upon the payment of any Restricted Stock Units, SunTrust's obligation to deliver shares of Stock or cash to settle the Vested Units and Dividend Equivalent Rights shall be subject to the satisfaction of applicable tax withholding requirements, including federal, state, and local requirements. The Grantee must pay to SunTrust any applicable federal, state or local withholding tax due as a result of such payment and authorizes SunTrust to withhold such amounts.

(b) The Committee shall have the right to reduce the number of shares of Stock issued to the Grantee to satisfy the minimum applicable tax withholding requirements.

§9. RECOVERY OF AWARDS. At the end of the Performance Period, the Committee will evaluate overall Company and business unit performance in making its award decisions. By accepting this Grant, Grantee agrees to return to SunTrust (or to the cancellation of) all or a portion of any grant, paid and unpaid, vested or unvested, previously granted to such Grantee based upon a determination made by the Committee pursuant to §9(a), §9(b), or §9(c) below. The Committee shall impose a clawback authorized below only to the extent determined appropriate by the Committee. All determinations by the Committee shall be final and binding. All references to the “Committee” in this §9 shall include the Committee and the Committee's designee.

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(a) Miscalculation of Performance Metric. If the Committee determines that a financial metric used to determine vesting of a Grant was calculated incorrectly, whether or not SunTrust is required to restate its financial statements and without regard to whether such miscalculation was due to fraud or intentional misconduct, then the Committee may require reimbursement of all or part of a Grant previously paidto Grantee and/or authorize the cancellation of unpaid or unvested Grants in the amount by which any such Grant exceeded a lower payment that would have been made based on the correctly calculated financial metric. In addition, the Grant shall be subject to the clawback requirements of (i) §954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (regarding recovery of erroneously awarded compensation) and implementing rules and regulations thereunder, (ii) similar rules under the laws of other jurisdictions and (iii) policies adopted by SunTrust to implement such requirements, all to the extent determined by the Committee to be applicable to Grantee.

(b) Detrimental Conduct. If the Committee determines that Grantee has engaged in Detrimental Conduct, then Grantee shall be required to reimburse SunTrust all or a portion of the Grant previously vested or paid and/or will be subject to cancellation of unvested or unpaid Grant. “Detrimental Conduct” means any one of the following: (1) the commission of an act of fraud or dishonesty in the course of the Grantee's employment; (2) improper conduct by the Grantee including, but not limited to, fraud, unethical conduct, falsification of SunTrust's records, unauthorized removal of SunTrust property or information, theft, violent acts or threats of violence, unauthorized possession of controlled substances on the property of SunTrust, conduct causing reputational harm to SunTrust or its clients, or the use of SunTrust property, facilities or services for unauthorized or illegal purposes; (3) the improper disclosure by the Grantee of proprietary, privileged or confidential information of SunTrust or a SunTrust client or former client or breach of a fiduciary duty owed to SunTrust or a SunTrust client or former client; (4) the commission of a criminal act by the Grantee, whether or not performed in the workplace, that constitutes a felony or a crime of comparable magnitude under applicable law as determined by SunTrust in its sole discretion, or that subjects, or if generally known, would subject SunTrust to public ridicule or embarrassment; (5) the commission of an act or omission which causes the Grantee or SunTrust to be in violation of federal or state securities laws, rules or regulations, and/or the rules of any exchange or association of which SunTrust is a member, including statutory disqualification; (6) the Grantee's failure to perform the duties of Grantee's job which are set forth in Grantee's written job description, written operating policies, inBalance goals or other written document available to Grantee and which in each case SunTrust views as being material to Grantee's position and the overall business of SunTrust under circumstances where such failure is detrimental to SunTrust; (7) the material breach of a written policy applicable to teammates of SunTrust including, but not limited to, the SunTrust Code of Business Conduct and Ethics; (8) an act or omission by the Grantee which results or is intended to result in personal gain at the expense of SunTrust; or (9) an other act or omission which constitutes “cause” for termination.

(c) Loss. In order to encourage sustainable, long-term performance, settlement of the Restricted Stock Units (and related Dividend Equivalent Rights) shall be specifically conditioned on the Company and its lines of business remaining profitable during the period from the Grant Date until the applicable payment date. If a loss is determined to have occurred, then the Committee, together with key control functions, shall review such losses and Grantee's accountability for such losses, and may require reimbursement of all or part of a Grant previously paidto Grantee and/or authorize the cancellation of unpaid or unvested Grants. In making such determination, the Committee shall consider all relevant facts and circumstances, including (i) the magnitude of the loss (including positive or negative variance from plan); (ii) Grantee's degree of involvement (including such factors as Grantee's current or former leadership role with respect to SunTrust or the relevant line of business, and the degree to which Grantee was involved in decisions that are determined to have contributed to the loss); and (iii) Grantee's performance.

§10. NO EMPLOYMENT RIGHTS. Nothing in the Plan or this Unit Agreement or any related material shall give the Grantee the right to continue in the employment of SunTrust or any Subsidiary or adversely affect the right of SunTrust or any Subsidiary to terminate the Grantee's employment with or without cause at any time.

§11. OTHER LAWS. Notwithstanding anything herein to the contrary, SunTrust shall have the right to refuse to pay any cash award or to issue or transfer any shares under this Unit Agreement if SunTrust acting in its absolute discretion determines that such payment or issuance or transfer of such Stock might violate any applicable law or regulation.

§12. MISCELLANEOUS.

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TERMS AND CONDITIONS - RESTRICTED STOCK UNIT AGREEMENT

(a) This Unit Agreement shall be subject to all of the provisions, definitions, terms and conditions set forth in the Plan and any interpretations, rules and regulations promulgated by the Committee from time to time, all of which are incorporated by reference in this Unit Agreement.

(b) The Plan and this Unit Agreement shall be governed by the laws of the State of Georgia (without regard to its choice-of-law provisions).

(c) No rights granted under the Plan or this Unit Agreement and no Restricted Stock Units shall be deemed transferable by the Grantee other than by will or by the laws of descent and distribution prior to the time the Grantee's interest in such units has become fully vested.

(d) Any written notices provided for in this Unit Agreement that are sent by mail shall be deemed received three (3) business days after mailing, but not later than the date of actual receipt or, if delivered electronically, on the date of transmission. Notices shall be directed, if to Grantee, at Grantee’s address (or email address) indicated by SunTrust’s records and, if to SunTrust, at SunTrust’s principal executive office.

(e) If one or more of the provisions of this Unit Agreement shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and the invalid, illegal or unenforceable provisions shall be deemed null and void; however, to the extent permissible by law, any provisions which could be deemed null and void shall first be construed, interpreted or revised retroactively to permit this Unit Agreement to be construed so as to foster the intent of this Unit Agreement and the Plan.

(f) This Unit Agreement (which incorporates the terms and conditions of the Plan) constitutes the entire agreement of the parties with respect to the subject matter hereof. This Unit Agreement supersedes all prior discussions, negotiations, understandings, commitments and agreements with respect to such matters.

(g) The Restricted Stock Units are intended to comply with Code §409A and official guidance issued thereunder. Notwithstanding anything herein to the contrary, this Unit Agreement shall be interpreted, operated and administered in a manner consistent with this intention.

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APPENDIX A

Peer Group

Company Name

1. KeyCorp

2. Comerica Incorporated

3. Fifth Third Bancorp

4. Regions Financial Corp

5. PNC Financial Services Group, Inc.

6. Wells Fargo & Company

7. BB&T Corp.

8. Capital One Financial Corp.

9. U.S. Bancorp

10. M&T Bank Corp.

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EX-10.4

Exhibit 10.4

SunTrust Banks, Inc.
2009 Stock Plan
RESTRICTED STOCK UNIT AGREEMENT

SunTrust Banks, Inc. (“SunTrust”), a Georgia corporation, pursuant to action of the Compensation Committee (“Committee”) of its Board of Directors and in accordance with the SunTrust Banks, Inc. 2009 Stock Plan (“Plan”), has granted restricted stock units of SunTrust Common Stock, $1.00 par value (“RSUs”), upon the following terms as an incentive for Grantee to promote the interests of SunTrust:

Name of Grantee	[Name]
Restricted Stock Units	[# of Units]
Grant Date	[Grant Date]

This Restricted Stock Unit Agreement (the “Unit Agreement”) evidences this Grant, which has been made subject to all the terms and conditions set forth on the attached Terms and Conditions and in the Plan.

SUNTRUST BANKS, INC.

Authorized Officer

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§ 1. EFFECTIVE DATE. This Grant of RSUs to the Grantee is effective as of [Grant Date] (the “Grant Date”).

§ 2. DEFINITIONS. Whenever the following terms are used in this Unit Agreement, they shall have the meanings set forth below. Capitalized terms not otherwise defined in this Unit Agreement shall have the same meanings as in the Plan.

(a) Change in Control – means a “Change in Control” as defined in Section 2.2 of the SunTrust Banks, Inc. 2009 Stock Plan.

(b) Change in Control Agreement – means a change in control agreement by and between SunTrust and the Grantee.

(c) Code – means the Internal Revenue Code of 1986, as amended.

(d) Disability – means the Grantee 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.

(e) Dividend Equivalent Right – means a right that entitles the Grantee to receive an amount equal to any dividends paid on a share of Stock, which dividends have a record date between the Grant Date and the date the Vested Units are paid; provided, however, the amount of any Dividend Equivalent Rights on unvested Restricted Stock Units shall be treated as reinvested in additional shares of Stock on the date such dividends are paid.

(f) 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 (any member of SunTrust’s controlled group, as determined under Code Section 414(b), (c), or (m)) 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.

(g) Retirement – means the termination of employment of the Grantee from SunTrust and its Subsidiaries on or after attaining age 55 and completing five (5) or more years of service as determined in accordance with the terms of the SunTrust Banks, Inc. Retirement Plan, as amended from time to time (the “Retirement Plan”). For purposes of this Unit Agreement, a Grantee who is vested in the Retirement Plan benefit but terminates employment before attaining age 55 or completing at least five (5) years of service is not eligible for Retirement.

(h) Separation from Service – means a “separation from service” within the meaning of Code section 409A.

(i) Severance Plan – means any severance program sponsored by SunTrust Banks, Inc. that provides for benefits upon a Change in Control).

(j) Termination for Cause or Terminated for Cause – means a termination of employment which is due to (i) the Grantee’s willful and continued failure to perform his job duties in a satisfactory manner after written notice from SunTrust to Grantee and a thirty (30) day period in which to cure such failure, (ii) the Grantee’s conviction of a felony or engagement in a dishonest act, misappropriation of funds, embezzlement, criminal conduct or common law fraud, (iii) the Grantee’s material violation of the Code of Business Conduct and Ethics of SunTrust or the Code of Conduct of a Subsidiary, (iv) the Grantee’s

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engagement in an act that materially damages or materially prejudices SunTrust or any Subsidiary or the Grantee’s engagement in activities materially damaging to the property, business or reputation of SunTrust or any Subsidiary; or (v) the Grantee’s failure and refusal to comply in any material respect with the current and any future amended policies, standards and regulations of SunTrust, any Subsidiary and their regulatory agencies, if such failure continues after written notice from SunTrust to the Grantee and a thirty (30) day period in which to cure such failure, or the determination by any such governing agency that the Grantee may no longer serve as an officer of SunTrust or a Subsidiary.

Notwithstanding anything herein to the contrary, if the Grantee is subject to the terms of a Change in Control Agreement or is covered by a Severance Plan at the time of his termination of employment with SunTrust or a Subsidiary, solely for purposes of this Unit Agreement, “Cause” shall have the meaning provided in the Change in Control Agreement or the Severance Plan.

(k) Termination for Good Reason – means a termination of employment by Grantee due to (i) a failure to elect or reelect or to appoint or to reappoint Grantee to, or the removal of Grantee from, the position which he or she held with SunTrust prior to the Change in Control, (ii) a substantial change by the Board or supervising management in Grantee’s functions, duties or responsibilities, which change would cause Grantee’s position with SunTrust to become of less responsibility or scope than the position held by Grantee prior to the Change in Control or (iii) a substantial reduction of Grantee’s annual compensation from the lesser of: (A) the level in effect prior to the Change in Control or (B) any level established thereafter with the consent of the Grantee.

Notwithstanding anything herein to the contrary, if the Grantee is subject to the terms of a Change in Control Agreement or is covered by a Severance Plan at the time of his termination of employment with SunTrust or a Subsidiary, solely for purposes of this Unit Agreement, “Good Reason” shall have the meaning provided in the Change in Control Agreement or the Severance Plan.

§ 3. VESTING DATE. This RSU grant (and related Dividend Equivalent Rights), if it has not earlier vested in accordance with § 4 or § 5, shall vest in full on the applicable day specified in the following vesting schedule (each a “Vesting Date”):

[33⅓]	% of the Grant shall be vested on the first anniversary of the Grant Date;
[33⅓]	% of the Grant shall be vested on the second anniversary of the Grant Date;
[33⅓]	% of the Grant shall be vested on the third anniversary of the Grant Date.

provided, that on such applicable Vesting Date, Grantee is an active employee of SunTrust or a Subsidiary and has been in the continuous employment of SunTrust or a Subsidiary from the Grant Date through such applicable Vesting Date. If Grantee is not an active employee of SunTrust or a Subsidiary on a Vesting Date, Grantee forfeits all rights to any shares that would otherwise vest on that Vesting Date and on any subsequent Vesting Date; provided, however, shares may vest prior to the Vesting Dates set forth above in accordance with the provisions of § 4 or § 5.

§ 4. ACCELERATED VESTING: CHANGE IN CONTROL. Any RSUs not previously vested shall vest on the date that all of the following events have occurred: (i) there is a Change in Control of SunTrust on or before any Vesting Date; (ii) the Grantee’s employment with SunTrust terminates after the date of such Change in Control, and (iii) such termination of Grantee’s employment is either (1) involuntary on the part of the Grantee and does not result from his or her death or Disability, and does not constitute a Termination for Cause, or (2) voluntary on the part of the Grantee and constitutes a Termination for Good Reason.

Notwithstanding anything herein to the contrary, if the Grantee is subject to the terms of a Change in Control Agreement or is covered by a Severance Plan on the date of a Change in Control that provides for more

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generous vesting of the Restricted Stock Units, such vesting provisions of the Change in Control Agreement or the Severance Plan shall govern.

§ 5. TERMINATION OF EMPLOYMENT.

(a) If prior to any Vesting Date, the Grantee’s employment with SunTrust and its Subsidiaries terminates for any reason other than those described in § 5(b), § 5(c), or § 5(d), and the termination does not result in accelerated vesting as described in § 4, then any RSUs (and Dividend Equivalent Rights) that are not then vested shall be completely forfeited on the date of such termination of Grantee’s employment. Notwithstanding anything in this § 5 to the contrary, if Grantee’s employment with SunTrust and its Subsidiaries is terminated “For Cause,” as described above, any RSU which has not vested prior to the effective date of such termination will immediately and automatically without any action on the part of the Grantee or SunTrust, be forfeited by the Grantee.

(b) If the Grantee’s employment with SunTrust terminates prior to any Vesting Date as a result of the Grantee’s (i) death, or (ii) Disability, then any RSUs not previously vested shall be vested immediately on the date of such termination of Grantee’s employment.

(c) If the Grantee's employment with SunTrust is involuntarily terminated by reason of a reduction in force which results in Grantee's eligibility for payment of a severance benefit pursuant to the terms of the SunTrust Banks, Inc. Severance Pay Plan or a Severance Plan or any successor to such plan, then a pro-rata number of shares shall be vested based on the Grantee's service completed from the Grant Date through the date of such termination of Grantee's employment.

For purposes of § 5(c) above, the pro-rata calculation shall be made by multiplying the number of unvested RSUs that would have vested on the applicable Vesting Date by a fraction, the numerator of which is equal to the number of days from the Grant Date through the date of such termination of employment, and the denominator of which is equal to the number of days from the Grant Date through the applicable Vesting Date.

(d) If Grantee is or becomes eligible for Retirement on or after the Grant Date, such Grantee shall, subject to § 7(d) below, be fully vested in his unvested Restricted Stock Units (and related Dividend Equivalent Rights) subject to this Unit Agreement upon the later of the Grant Date or the date the Grantee becomes eligible for Retirement.

§ 6. PAYMENT OF AWARD.

(a)Subject to § 6(b), the total number of Restricted Stock Units (and related Dividend Equivalent Rights) which vest, if any, in accordance with § 3, § 4, or § 5 of this Unit Agreement (the “Vested Units”) shall be paid in a lump sum on the specified dates, as follows:

[insert # equal to 33⅓%]	shall be paid on the first anniversary of the Grant Date;
[insert # equal to 33⅓%]	shall be paid on the second anniversary of the Grant Date;
[insert # equal to 33⅓%]	shall be paid on the third anniversary of the Grant Date.

(b) Notwithstanding the specified dates set forth in § 6(a), the total number of Vested Units shall be distributed in a lump sum upon the earliest to occur of the following: (i) the date of the Grantee’s death, (ii) the date of the Grantee’s Disability, or (iii) if prior to the date a Grantee becomes eligible for Retirement, the date of the Grantee’s Separation from Service. In the event payment is made pursuant to sub-paragraph (i), (ii) or (iii) above, such payment shall be made on the last day of the sixty (60) day period which commences immediately following the date of the applicable event. Except as set forth below, the Vested Units shall be distributed in an equivalent number of shares of Stock; provided, however, the Grantee’s right to any fractional share of Stock shall be paid in cash. In the event the Restricted Stock Units

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(and related Dividend Equivalent Rights) vest following a Change in Control pursuant to § 4, the Vested Units shall be paid in cash, and the amount of the payment for each Vested Unit to be paid in cash will equal the Fair Market Value of a share of Stock on the date of the Change in Control. Notwithstanding

anything herein to the contrary, distributions may not be made to a Key Employee upon a Separation from Service before the date which is six (6) months after the date of the Key Employee’s Separation from Service (or, if earlier, the date of death of the Key Employee). Any payments that would otherwise be made during this period of delay shall be accumulated and paid in the seventh month following the Grantee’s Separation from Service.

(c) The Grantee shall be entitled to a Dividend Equivalent Right for each Vested Unit. At the same time that the Vested Units are paid, SunTrust shall pay each Dividend Equivalent Right in shares of Stock to the Grantee, provided, however, the Grantee’s right to any fractional share of Stock shall be paid in cash. In the event the Restricted Stock Units vest pursuant to § 4, related Dividend Equivalent Rights shall be paid in cash.

(d) The Grantee will not have any shareholder rights with respect to the Restricted Stock Units, including the right to vote or receive dividends, unless and until shares of Stock are issued to the Grantee as payment of the vested Restricted Stock Units.

§ 7. COVENANTS, RESTRICTIONS AND LIMITATIONS.

(a) By accepting the Restricted Stock Units, the Grantee agrees not to sell Stock at a time when applicable laws or SunTrust’s rules prohibit a sale. This restriction will apply as long as the Grantee is an employee, consultant or director of SunTrust or a Subsidiary of SunTrust. Upon receipt of nonforfeitable shares of Stock pursuant to this Unit Agreement, the Grantee agrees, if so requested by SunTrust, to hold such shares for investment and not with a view of resale or distribution to the public, and if requested by SunTrust, the Grantee must deliver to SunTrust a written statement satisfactory to SunTrust to that effect. The Committee may refuse to issue any shares of Stock to the Grantee for which the Grantee refuses to provide an appropriate statement.

(b) To the extent that the Grantee does not vest in any Restricted Stock Units, all interest in such units, the related shares of Stock, and any Dividend Equivalent Rights shall be forfeited. The Grantee shall have no right or interest in any Restricted Stock Unit or related share of Stock that is forfeited.

(c) Upon each issuance or transfer of shares of Stock in accordance with this Unit Agreement, a number of Restricted Stock Units equal to the number of shares of Stock issued or transferred to the Grantee shall be extinguished and such number of Restricted Stock Units will not be considered to be held by the Grantee for any purpose.

(d) In the event of the Grantee’s Retirement, such Grantee must fully perform the following covenants from the date of such Retirement through February 21, 2017 (the “Restricted Period”):

(i) No Competitive Activity. Absent the Committee's written consent, Grantee shall not, during the Restricted Period and within the Territory, engage in any Managerial Responsibilities for or on behalf of any corporation, partnership, venture, or other business entity that engages directly or indirectly in the Financial Services Business whether as an owner, partner, employee, agent, consultant, advisor, contractor, salesman, stockholder, investor, officer or director; provided, however, that Grantee may own up to five percent (5%) of the stock of a publicly traded company that engages in the Financial Services Business so long as Grantee is only a passive investor and is not actively involved in such company in any way.

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TERMS AND CONDITIONS RESTRICTED STOCK UNIT AGREEMENT

(ii) No Solicitation of Customers or Clients. Grantee shall not during the Restricted Period solicit any customer or client of SunTrust or any SunTrust Affiliate with whom Grantee had any material business contact during the two (2) year period which ends on the date Grantee's employment by SunTrust or a SunTrust Affiliate terminates for the purpose of competing with SunTrust or any SunTrust Affiliate for any reason, either individually, or as an owner, partner, employee, agent, consultant, advisor, contractor, salesman, stockholder, investor, officer or director of, or service provider to, any corporation, partnership, venture or other business entity.

(iii) Anti-pirating of Employees. Absent the Compensation Committee's written consent, Grantee will not during the Restricted Period solicit to employ on Grantee's own behalf or on behalf of any other person, firm or corporation, any person who was employed by SunTrust or a SunTrust Affiliate during the term of Grantee's employment by SunTrust or a SunTrust Affiliate (whether or not such employee would commit a breach of contract), and who has not ceased to be employed by SunTrust or a SunTrust Affiliate for a period of at least one (1) year.

(iv) Protection of Trade Secrets and Confidential Information. Grantee hereby agrees that Grantee will hold in a fiduciary capacity for the benefit of SunTrust and each SunTrust Affiliate, and will not directly or indirectly use or disclose, any Trade Secret that Grantee may have acquired during the term of Grantee's employment by SunTrust or a SunTrust Affiliate for so long as such information remains a Trade Secret. In addition Grantee agrees that during the Restricted Period Grantee will hold in a fiduciary capacity for the benefit of SunTrust and each SunTrust Affiliate, and will not directly or indirectly use or disclose, any Confidential or Proprietary Information that Grantee may have acquired (whether or not developed or compiled by Grantee and whether or not Grantee was authorized to have access to such information) during the term of, in the course of, or as a result of Grantee's employment by SunTrust or a SunTrust Affiliate.

(v) Non-Disparagement. Grantee agrees not to knowingly make false or materially misleading statements or disparaging comments about SunTrust or any SunTrust Affiliate during the Restricted Period.

(vi) Reasonable and Necessary Restrictions. Grantee acknowledges that the restrictions, prohibitions and other provisions set forth in this Unit Agreement, including without limitation the Territory and Restricted Period, are reasonable, fair and equitable in scope, terms and duration; are necessary to protect the legitimate business interests of SunTrust; and are a material inducement to SunTrust to enter into this Unit Agreement. Grantee covenants that Grantee will not challenge the enforceability of this Unit Agreement nor will Grantee raise any equitable defense to its enforcement.

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TERMS AND CONDITIONS RESTRICTED STOCK UNIT AGREEMENT

(vii) Additional Definitions. (A) The term “Confidential or Proprietary Information” for purposes of this Unit Agreement shall mean any secret, confidential, or proprietary information of SunTrust or a SunTrust Affiliate (other than a Trade Secret) that has not become generally available to the public by the act of one who has the right to disclose such information without violating any right of SunTrust or a SunTrust Affiliate. (B) The term “Financial Services Business” for purposes of this Unit Agreement shall mean the business of banking, including deposit, credit, trust and investment services, mortgage banking, asset management, and brokerage and investment banking services. (C) The term “Managerial Responsibilities” for purposes of this Unit Agreement shall mean managerial and supervisory responsibilities and duties that are substantially the same as those Grantee is performing for SunTrust or a SunTrust Affiliate on the date of this Unit Agreement. (D) The term “SunTrust Affiliate” for purposes of this Unit Agreement shall mean any corporation which is a subsidiary corporation (within the meaning of Section 424(f) of the Code) of SunTrust except a corporation which has subsidiary corporation status under Section 424(f) of the Code exclusively as a result of SunTrust or a SunTrust Affiliate holding stock in such corporation as a fiduciary with respect to any trust, estate, conservatorship, guardianship or agency. (E) The term “Territory” for purposes of this Unit Agreement shall mean the states of Alabama, Florida, Georgia, Maryland, North Carolina, South Carolina, Tennessee, Virginia, and the District of Columbia, which are the states and Territories in which SunTrust has significant operations on the date of this Unit Agreement. (F) “Trade Secret” for purposes of Unit Agreement shall mean information, including, but not limited to, technical or nontechnical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, or a list of actual or potential customers or suppliers that: (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from it is disclosure or use, and (ii) is the subject of reasonable efforts by SunTrust or a SunTrust Affiliate to maintain its secrecy.

Failure of a Grantee subject to this § 7(d) to fully perform the covenants set forth above will result in a forfeiture of all unpaid Restricted Stock Units (and related Dividend Equivalent Rights) under this Unit Agreement as of the date of such failure. Such forfeiture will be in compliance with Treas. Reg. § 1.409A-3(f).

§ 8. RECOVERY OF AWARDS. The Committee will evaluate overall Company and business unit performance in making its award decisions. By accepting this Grant, Grantee agrees to return to SunTrust (or to the cancellation of) all or a portion of any grant, paid and unpaid, vested or unvested, previously granted to such Grantee based upon a determination made by the Committee pursuant to § 8(a), § 8(b) and § 8(c) below. The Committee shall impose a clawback authorized below only to the extent determined appropriate by the Committee. All determinations by the Committee shall be final and binding. All references to the “Committee” in this § 8 shall include the Committee and the Committee’s designee.

(a) Miscalculation of Performance Metric. If the Committee determines that a financial metric used to determine vesting of a Grant was calculated incorrectly, whether or not SunTrust is required to restate its financial statements and without regard to whether such miscalculation was due to fraud or intentional misconduct, then the Committee may require reimbursement of all or part of a Grant previously paidto Grantee and/or authorize the cancellation of unpaid or unvested Grants in the amount by which any such Grant exceeded a lower payment that would have been made based on the correctly calculated financial metric. In addition, the Grant shall be subject to the clawback requirements of (i) §954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (regarding recovery of erroneously awarded compensation) and implementing rules and regulations thereunder, (ii) similar rules under the laws of other jurisdictions and (iii) policies adopted by SunTrust to implement such requirements, all to the extent determined by the Committee to be applicable to Grantee.

(b) Detrimental Conduct. If the Committee determines that Grantee has engaged in Detrimental Conduct, then Grantee shall be required to reimburse SunTrust all or a portion of the Grant previously vested or paid and/or will be subject to cancellation of unvested or unpaid Grant. “Detrimental Conduct” means any one of the following: (1) the commission of an act of fraud or dishonesty in the course of the Grantee’s employment; (2) improper conduct by the Grantee including, but not limited to, fraud, unethical conduct, falsification of

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SunTrust’s records, unauthorized removal of SunTrust property or information, theft, violent acts or threats of violence, unauthorized possession of controlled substances on the property of SunTrust, conduct causing reputational harm to SunTrust or its clients, or the use of SunTrust property, facilities or services for unauthorized or illegal purposes; (3) the improper disclosure by the Grantee of proprietary, privileged or confidential information of SunTrust or a SunTrust client or former client or breach of a fiduciary duty owed to SunTrust or a SunTrust client or former client; (4) the commission of a criminal act by the Grantee, whether or not performed in the workplace, that constitutes a felony or a crime of comparable magnitude under applicable law as determined by SunTrust in its sole discretion, or that subjects, or if generally known, would subject SunTrust to public ridicule or embarrassment; (5) the commission of an act or omission which causes the Grantee or SunTrust to be in violation of federal or state securities laws, rules or regulations, and/or the rules of any exchange or association of which SunTrust is a member, including statutory disqualification; (6) the Grantee’s failure to perform the duties of Grantee’s job which are set forth in Grantee’s written job description, written operating policies, inBalance goals or other written document available to Grantee and which in each case SunTrust views as being material to Grantee’s position and the overall business of SunTrust under circumstances where such failure is detrimental to SunTrust; (7) the material breach of a written policy applicable to teammates of SunTrust including, but not limited to, the SunTrust Code of Business Conduct and Ethics; (8) an act or omission by the Grantee which results or is intended to result in personal gain at the expense of SunTrust; or (9) another act or omission which constitutes “cause” for termination.

(c) Loss. In order to encourage sustainable, long-term performance, settlement of the Restricted Stock Units (and related Dividend Equivalent Rights) shall be specifically conditioned on the Company and its lines of business remaining profitable during the period from the Grant Date until the applicable payment date. If a

loss is determined to have occurred, then the Committee, together with key control functions, shall review such losses and Grantee’s accountability for such losses, and may require reimbursement of all or part of a Grant previously paidto Grantee and/or authorize the cancellation of unpaid or unvested Grants. In making such determination, the Committee shall consider all relevant facts and circumstances, including (i) the magnitude of the loss (including positive or negative variance from plan); (ii) Grantee’s degree of involvement (including such factors as Grantee’s current or former leadership role with respect to SunTrust or the relevant line of business, and the degree to which Grantee was involved in decisions that are determined to have contributed to the loss); and (iii) Grantee’s performance.

§ 9. WITHHOLDING.

(a) Upon the payment of any Restricted Stock Units, SunTrust’s obligation to deliver shares of Stock or cash to settle the Vested Units and Dividend Equivalent Rights shall be subject to the satisfaction of applicable tax withholding requirements, including federal, state, and local requirements. The Grantee must pay to SunTrust any applicable federal, state or local withholding tax due as a result of such payment.

(b) The Committee shall have the right to reduce the number of shares of Stock delivered to the Grantee to satisfy the minimum applicable tax withholding requirements.

§ 10. NO EMPLOYMENT RIGHTS. Nothing in the Plan or this Unit Agreement or any related material shall give the Grantee the right to continue in the employment of SunTrust or any Subsidiary or adversely affect the right of SunTrust or any Subsidiary to terminate the Grantee’s employment with or without cause at any time.

§11. OTHER LAWS. SunTrust shall have the right to refuse to issue or transfer any shares under this Unit Agreement if SunTrust acting in its absolute discretion determines that the issuance or transfer of such Stock might violate any applicable law or regulation.

§ 12. MISCELLANEOUS.

(a) This Unit Agreement shall be subject to all of the provisions, definitions, terms and conditions set forth in the Plan and any interpretations, rules and regulations promulgated by the Committee from time to time, all of which are incorporated by reference in this Unit Agreement.

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TERMS AND CONDITIONS RESTRICTED STOCK UNIT AGREEMENT

(b) The Plan and this Unit Agreement shall be governed by the laws of the State of Georgia (without regard to its choice-of-law provisions).

(c) Any written notices provided for in this Unit Agreement that are sent by mail shall be deemed received three (3) business days after mailing, but not later than the date of actual receipt or, if delivered electronically, on the date of transmission. Notices shall be directed, if to Grantee, at Grantee’s address (or email address) indicated by SunTrust’s records and, if to SunTrust, at SunTrust’s principal executive office.

(d) If one or more of the provisions of this Unit Agreement shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and the invalid, illegal or unenforceable provisions shall be deemed null and void; however, to the extent permissible by law, any provisions which could be deemed null and void shall first be construed, interpreted or revised retroactively to permit this Unit Agreement to be construed so as to foster the intent of this Unit Agreement and the Plan.

(e) This Unit Agreement (which incorporates the terms and conditions of the Plan) constitutes the entire agreement of the parties with respect to the subject matter hereof. This Unit Agreement supersedes all prior discussions, negotiations, understandings, commitments and agreements with respect to such matters.

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EX-10.5

Exhibit 10.5

SunTrust Banks, Inc.
2009 Stock Plan
RESTRICTED STOCK UNIT AGREEMENT

SunTrust Banks, Inc. (“SunTrust”), a Georgia corporation, pursuant to action of the Compensation Committee (“Committee”) of its Board of Directors and in accordance with the SunTrust Banks, Inc. 2009 Stock Plan (“Plan”), has granted restricted stock units of SunTrust Common Stock, $1.00 par value (“RSUs”), upon the following terms as an incentive for Grantee to promote the interests of SunTrust:

Name of Grantee	[Name]
Restricted Stock Units	[# of Units]
Grant Date	[Grant Date]

This Restricted Stock Unit Agreement (the “Unit Agreement”) evidences this Grant, which has been made subject to all the terms and conditions set forth on the attached Terms and Conditions and in the Plan.

SUNTRUST BANKS, INC.

Authorized Officer

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TERMS AND CONDITIONS RESTRICTED STOCK UNIT AGREEMENT

§ 1. EFFECTIVE DATE. This Grant of RSUs to the Grantee is effective as of [Grant Date] (the “Grant Date”).

§ 2. DEFINITIONS. Whenever the following terms are used in this Unit Agreement, they shall have the meanings set forth below. Capitalized terms not otherwise defined in this Unit Agreement shall have the same meanings as in the Plan.

(a) Change in Control – means a “Change in Control” as defined in Section 2.2 of the SunTrust Banks, Inc. 2009 Stock Plan.

(b) Change in Control Agreement – means a change in control agreement by and between SunTrust and the Grantee.

(c) Code – means the Internal Revenue Code of 1986, as amended.

(d) Disability – means the Grantee 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.

(e) Dividend Equivalent Right – means a right that entitles the Grantee to receive an amount equal to any dividends paid on a share of Stock, which dividends have a record date between the Grant Date and the date the Vested Units are paid; provided, however, the amount of any Dividend Equivalent Rights on unvested Restricted Stock Units shall be treated as reinvested in additional shares of Stock on the date such dividends are paid.

(f) 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 (any member of SunTrust’s controlled group, as determined under Code Section 414(b), (c), or (m)) 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.

(g) Retirement – means the termination of employment of the Grantee from SunTrust and its Subsidiaries on or after attaining age 55 and completing five (5) or more years of service as determined in accordance with the terms of the SunTrust Banks, Inc. Retirement Plan, as amended from time to time (the “Retirement Plan”). For purposes of this Unit Agreement, a Grantee who is vested in the Retirement Plan benefit but terminates employment before attaining age 55 or completing at least five (5) years of service is not eligible for Retirement.

(h) Separation from Service – means a “separation from service” within the meaning of Code section 409A.

(i) Severance Plan – means any severance program sponsored by SunTrust Banks, Inc. that provides for benefits upon a Change in Control).

(j) Termination for Cause or Terminated for Cause – means a termination of employment which is due to (i) the Grantee’s willful and continued failure to perform his job duties in a satisfactory manner after written notice from SunTrust to Grantee and a thirty (30) day period in which to cure such failure, (ii) the Grantee’s conviction of a felony or engagement in a dishonest act, misappropriation of funds, embezzlement, criminal conduct or common law fraud, (iii) the Grantee’s material violation of the Code of Business Conduct and Ethics of SunTrust or the Code of Conduct of a Subsidiary, (iv) the Grantee’s engagement in an act that materially damages or materially prejudices SunTrust or any Subsidiary or the Grantee’s engagement in activities materially damaging to the property, business or reputation of SunTrust

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or any Subsidiary; or (v) the Grantee’s failure and refusal to comply in any material respect with the current and any future amended policies, standards and regulations of SunTrust, any Subsidiary and their regulatory agencies, if such failure continues after written notice from SunTrust to the Grantee and a thirty (30) day period in which to cure such failure, or the determination by any such governing agency that the Grantee may no longer serve as an officer of SunTrust or a Subsidiary.

Notwithstanding anything herein to the contrary, if the Grantee is subject to the terms of a Change in Control Agreement or is covered by a Severance Plan at the time of his termination of employment with SunTrust or a Subsidiary, solely for purposes of this Unit Agreement, “Cause” shall have the meaning provided in the Change in Control Agreement or the Severance Plan.

(k) Termination for Good Reason – means a termination of employment by Grantee due to (i) a failure to elect or reelect or to appoint or to reappoint Grantee to, or the removal of Grantee from, the position which he or she held with SunTrust prior to the Change in Control, (ii) a substantial change by the Board or supervising management in Grantee’s functions, duties or responsibilities, which change would cause Grantee’s position with SunTrust to become of less responsibility or scope than the position held by Grantee prior to the Change in Control or (iii) a substantial reduction of Grantee’s annual compensation from the lesser of: (A) the level in effect prior to the Change in Control or (B) any level established thereafter with the consent of the Grantee.

Notwithstanding anything herein to the contrary, if the Grantee is subject to the terms of a Change in Control Agreement or is covered by a Severance Plan at the time of his termination of employment with SunTrust or a Subsidiary, solely for purposes of this Unit Agreement, “Good Reason” shall have the meaning provided in the Change in Control Agreement or the Severance Plan.

§ 3. VESTING DATE. This RSU grant (and related Dividend Equivalent Rights), if it has not earlier vested in accordance with § 4 or § 5, shall vest in full on the applicable day specified in the following vesting schedule (each a “Vesting Date”):

[33⅓]	% of the Grant shall be vested on the first anniversary of the Grant Date;
[33⅓]	% of the Grant shall be vested on the second anniversary of the Grant Date;
[33⅓]	% of the Grant shall be vested on the third anniversary of the Grant Date.

provided, that on such applicable Vesting Date, Grantee is an active employee of SunTrust or a Subsidiary and has been in the continuous employment of SunTrust or a Subsidiary from the Grant Date through such applicable Vesting Date. If Grantee is not an active employee of SunTrust or a Subsidiary on a Vesting Date, Grantee forfeits all rights to any shares that would otherwise vest on that Vesting Date and on any subsequent Vesting Date; provided, however, shares may vest prior to the Vesting Dates set forth above in accordance with the provisions of § 4 or § 5.

§ 4. ACCELERATED VESTING: CHANGE IN CONTROL. Any RSUs not previously vested shall vest on the date that all of the following events have occurred: (i) there is a Change in Control of SunTrust on or before any Vesting Date; (ii) the Grantee’s employment with SunTrust terminates after the date of such Change in Control, and (iii) such termination of Grantee’s employment is either (1) involuntary on the part of the Grantee and does not result from his or her death or Disability, and does not constitute a Termination for Cause, or (2) voluntary on the part of the Grantee and constitutes a Termination for Good Reason.

Notwithstanding anything herein to the contrary, if the Grantee is subject to the terms of a Change in Control Agreement or is covered by a Severance Plan on the date of a Change in Control that provides for more generous vesting of the Restricted Stock Units, such vesting provisions of the Change in Control Agreement or the Severance Plan shall govern.

§5 TERMINATION OF EMPLOYMENT.

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(a) If prior to any Vesting Date, the Grantee’s employment with SunTrust and its Subsidiaries terminates for any reason other than those described in § 5(b), § 5 (c) and § 5 (d) and the termination does not result in accelerated vesting as described in § 4, then any RSUs (and Dividend Equivalent Rights) that are not then vested shall be completely forfeited on the date of such termination of Grantee’s employment.

Notwithstanding anything in this § 5 to the contrary, if Grantee’s employment with SunTrust and its Subsidiaries is terminated “For Cause,” as described above, any RSU which has not vested prior to the effective date of such termination will immediately and automatically without any action on the part of the Grantee or SunTrust, be forfeited by the Grantee.

(b) If the Grantee’s employment with SunTrust terminates prior to any Vesting Date as a result of the Grantee’s (i) death, or (ii) Disability, then any RSUs not previously vested shall be vested immediately on the date of such termination of Grantee’s employment.

(c) If the Grantee's employment with SunTrust is involuntarily terminated by reason of a reduction in force which results in Grantee's eligibility for payment of a severance benefit pursuant to the terms of the SunTrust Banks, Inc. Severance Pay Plan or a Severance Plan or any successor to such plan, then a pro-rata number of shares shall be vested based on the Grantee's service completed from the Grant Date through the date of such termination of Grantee's employment.

For purposes of § 5(c), the pro-rata calculation shall be made by multiplying the number of unvested RSUs that would have vested on the applicable Vesting Date by a fraction, the numerator of which is equal to the number of days from the Grant Date through the date of such termination of employment, and the denominator of which is equal to the number of days from the Grant Date through the applicable Vesting Date.

(d) If Grantee is or becomes eligible for Retirement on or after the Grant Date, then a pro-rata number of shares shall be vested based on the Grantee's service completed from the Grant Date through the date of such termination of the Grantee’s employment.

For purposes of § 5(d) above, the pro-rata calculation shall be made by multiplying the number of unvested RSUs that would have vested on the applicable Vesting Date by a fraction, the numerator of which is equal to the number of days from the Grant Date through the date of such termination of employment, and the denominator of which is equal to the number of days from the Grant Date through the applicable Vesting Date.

§ 6. PAYMENT OF AWARD.

(a)Subject to § 6(b), the total number of Restricted Stock Units (and related Dividend Equivalent Rights) which vest, if any, in accordance with § 3, § 4, or § 5 of this Unit Agreement (the “Vested Units”) shall be paid in a lump sum on the specified dates, as follows:

[insert # equal to 33⅓%]	shall be paid on the first anniversary of the Grant Date;
[insert # equal to 33⅓%]	shall be paid on the second anniversary of the Grant Date;
[insert # equal to 33⅓%]	shall be paid on the third anniversary of the Grant Date.

(b) Notwithstanding the specified dates set forth in § 6(a), the total number of Vested Units shall be distributed in a lump sum upon the earliest to occur of the following: (i) the date of the Grantee’s death, (ii) the date of the Grantee’s Disability, or (iii) the date of the Grantee’s Separation from Service. In the event payment is made pursuant to sub-paragraph (i), (ii) or (iii) above, such payment shall be made on the last day of the sixty (60) day period which commences immediately following the date of the applicable event. Except as set forth below, the Vested Units shall be distributed in an equivalent number of shares of Stock; provided, however, the Grantee’s right to any fractional share of Stock shall be paid in cash. In the

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event the Restricted Stock Units (and related Dividend Equivalent Rights) vest following a Change in Control pursuant to § 4, the Vested Units shall be paid in cash, and the amount of the payment for each Vested Unit to be paid in cash will equal the Fair Market Value of a share of Stock on the date of the Change in Control. Notwithstanding anything herein to the contrary, distributions may not be made to a Key Employee upon a Separation from Service before the date which is six (6) months after the date of the Key Employee’s Separation from Service (or, if earlier, the date of death of the Key Employee). Any payments that would otherwise be made during this period of delay shall be accumulated and paid in the seventh month following the Grantee’s Separation from Service.

(c) The Grantee shall be entitled to a Dividend Equivalent Right for each Vested Unit. At the same time that the Vested Units are paid, SunTrust shall pay each Dividend Equivalent Right in shares of Stock to the Grantee, provided, however, the Grantee’s right to any fractional share of Stock shall be paid in cash. In the event the Restricted Stock Units vest pursuant to § 4, related Dividend Equivalent Rights shall be paid in cash.

(d) The Grantee will not have any shareholder rights with respect to the Restricted Stock Units, including the right to vote or receive dividends, unless and until shares of Stock are issued to the Grantee as payment of the vested Restricted Stock Units.

§ 7. COVENANTS, RESTRICTIONS AND LIMITATIONS.

(a) By accepting the Restricted Stock Units, the Grantee agrees not to sell Stock at a time when applicable laws or SunTrust’s rules prohibit a sale. This restriction will apply as long as the Grantee is an employee, consultant or director of SunTrust or a Subsidiary of SunTrust. Upon receipt of nonforfeitable shares of Stock pursuant to this Unit Agreement, the Grantee agrees, if so requested by SunTrust, to hold such shares for investment and not with a view of resale or distribution to the public, and if requested by SunTrust, the Grantee must deliver to SunTrust a written statement satisfactory to SunTrust to that effect. The Committee may refuse to issue any shares of Stock to the Grantee for which the Grantee refuses to provide an appropriate statement.

(b) To the extent that the Grantee does not vest in any Restricted Stock Units, all interest in such units, the related shares of Stock, and any Dividend Equivalent Rights shall be forfeited. The Grantee shall have no right or interest in any Restricted Stock Unit or related share of Stock that is forfeited.

(c) Upon each issuance or transfer of shares of Stock in accordance with this Unit Agreement, a number of Restricted Stock Units equal to the number of shares of Stock issued or transferred to the Grantee shall be extinguished and such number of Restricted Stock Units will not be considered to be held by the Grantee for any purpose.

§ 8. RECOVERY OF AWARDS. The Committee will evaluate overall Company and business unit performance in making its award decisions. By accepting this Grant, Grantee agrees to return to SunTrust (or to the cancellation of) all or a portion of any grant, paid and unpaid, vested or unvested, previously granted to such Grantee based upon a determination made by the Committee pursuant to § 8(a), § 8(b), and § 8(c) below. The Committee shall impose a clawback authorized below only to the extent determined appropriate by the Committee. All determinations by the Committee shall be final and binding. All references to the “Committee” in this § 8 shall include the Committee and the Committee’s designee.

(a) Miscalculation of Performance Metric. If the Committee determines that a financial metric used to determine vesting of a Grant was calculated incorrectly, whether or not SunTrust is required to restate its financial statements and without regard to whether such miscalculation was due to fraud or intentional misconduct, then the Committee may require reimbursement of all or part of a Grant previously paidto Grantee and/or authorize the cancellation of unpaid or unvested Grants in the amount by which any such Grant exceeded a lower payment that would have been made based on the correctly calculated financial metric. In addition, the Grant shall be subject to the clawback requirements of (i) §954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (regarding recovery of erroneously awarded compensation) and implementing rules

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TERMS AND CONDITIONS RESTRICTED STOCK UNIT AGREEMENT

and regulations thereunder, (ii) similar rules under the laws of other jurisdictions and (iii) policies adopted by SunTrust to implement such requirements, all to the extent determined by the Committee to be applicable to Grantee.

(b) Detrimental Conduct. If the Committee determines that Grantee has engaged in Detrimental Conduct, then Grantee shall be required to reimburse SunTrust all or a portion of the Grant previously vested or paid and/or will be subject to cancellation of unvested or unpaid Grant. “Detrimental Conduct” means any one of the following: (1) the commission of an act of fraud or dishonesty in the course of the Grantee’s employment; (2) improper conduct by the Grantee including, but not limited to, fraud, unethical conduct, falsification of SunTrust’s records, unauthorized removal of SunTrust property or information, theft, violent acts or threats of violence, unauthorized possession of controlled substances on the property of SunTrust, conduct causing reputational harm to SunTrust or its clients, or the use of SunTrust property, facilities or services for unauthorized or illegal purposes; (3) the improper disclosure by the Grantee of proprietary, privileged or confidential information of SunTrust or a SunTrust client or former client or breach of a fiduciary duty owed to SunTrust or a SunTrust client or former client; (4) the commission of a criminal act by the Grantee, whether or not performed in the workplace, that constitutes a felony or a crime of comparable magnitude under applicable law as determined by SunTrust in its sole discretion, or that subjects, or if generally known, would subject SunTrust to public ridicule or embarrassment; (5) the commission of an act or omission which causes the Grantee or SunTrust to be in violation of federal or state securities laws, rules or regulations, and/or the rules of any exchange or association of which SunTrust is a member, including statutory disqualification; (6) the Grantee’s failure to perform the duties of Grantee’s job which are set forth in Grantee’s written job description, written operating policies, inBalance goals or other written document available to Grantee and which in each case SunTrust views as being material to Grantee’s position and the overall business of SunTrust under circumstances where such failure is detrimental to SunTrust; (7) the material breach of a written policy applicable to teammates of SunTrust including, but not limited to, the SunTrust Code of Business Conduct and Ethics; (8) an act or omission by the Grantee which results or is intended to result in personal gain at the expense of SunTrust; or (9) another act or omission which constitutes “cause” for termination.

(c) Loss. In order to encourage sustainable, long-term performance, settlement of the Restricted Stock Units (and related Dividend Equivalent Rights) shall be specifically conditioned on the Company and its lines of business remaining profitable during the period from the Grant Date until the applicable payment date. If a loss is determined to have occurred, then the Committee, together with key control functions, shall review such losses and Grantee’s accountability for such losses, and may require reimbursement of all or part of a Grant previously paidto Grantee and/or authorize the cancellation of unpaid or unvested Grants. In making such determination, the Committee shall consider all relevant facts and circumstances, including (i) the magnitude of the loss (including positive or negative variance from plan); (ii) Grantee’s degree of involvement (including such factors as Grantee’s current or former leadership role with respect to SunTrust or the relevant line of business, and the degree to which Grantee was involved in decisions that are determined to have contributed to the loss); and (iii) Grantee’s performance.

§ 9. WITHHOLDING.

(a) Upon the payment of any Restricted Stock Units, SunTrust’s obligation to deliver shares of Stock or cash to settle the Vested Units and Dividend Equivalent Rights shall be subject to the satisfaction of applicable tax withholding requirements, including federal, state, and local requirements. The Grantee must pay to SunTrust any applicable federal, state or local withholding tax due as a result of such payment.

(b) The Committee shall have the right to reduce the number of shares of Stock delivered to the Grantee to satisfy the minimum applicable tax withholding requirements.

§ 10. NO EMPLOYMENT RIGHTS. Nothing in the Plan or this Unit Agreement or any related material shall give the Grantee the right to continue in the employment of SunTrust or any Subsidiary or adversely affect the right of SunTrust or any Subsidiary to terminate the Grantee’s employment with or without cause at any time.

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TERMS AND CONDITIONS RESTRICTED STOCK UNIT AGREEMENT

§11. OTHER LAWS. SunTrust shall have the right to refuse to issue or transfer any shares under this Unit Agreement if SunTrust acting in its absolute discretion determines that the issuance or transfer of such Stock might violate any applicable law or regulation.

§ 12. MISCELLANEOUS.

(a) This Unit Agreement shall be subject to all of the provisions, definitions, terms and conditions set forth in the Plan and any interpretations, rules and regulations promulgated by the Committee from time to time, all of which are incorporated by reference in this Unit Agreement.

(b) The Plan and this Unit Agreement shall be governed by the laws of the State of Georgia (without regard to its choice-of-law provisions).

(c) Any written notices provided for in this Unit Agreement that are sent by mail shall be deemed received three (3) business days after mailing, but not later than the date of actual receipt or, if delivered electronically, on the date of transmission. Notices shall be directed, if to Grantee, at Grantee’s address (or email address) indicated.

(d) If one or more of the provisions of this Unit Agreement shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and the invalid, illegal or unenforceable provisions shall be deemed null and void; however, to the extent permissible by law, any provisions which could be deemed null and void shall first be construed, interpreted or revised retroactively to permit this Unit Agreement to be construed so as to foster the intent of this Unit Agreement and the Plan.

(e) This Unit Agreement (which incorporates the terms and conditions of the Plan) constitutes the entire agreement of the parties with respect to the subject matter hereof. This Unit Agreement supersedes all prior discussions, negotiations, understandings, commitments and agreements with respect to such matters.

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