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): December 30, 2009

SunTrust Banks, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Georgia	001-08918	58-1575035
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	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:

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

Compensation Determinations for Named Executive Officers and Salary Shares.

On December 30, 2009, the Compensation Committee of the Board of Directors of SunTrust Bank, Inc. ("SunTrust") took actions to implement a compensation structure designed to comply with the U.S. Treasury’s Interim Final Rule on TARP Standards for Compensation and Corporate Governance. The Interim Final Rule prohibits the payment or accrual of bonuses (including most equity-based incentive compensation) to the "senior executive officers" shown in SunTrust’s proxy statement and to its next 20 most highly compensated employees.

The Committee approved an increase in the cash salary for 2010 for William H. Rogers, Jr., President, to $560,000 to reflect increased responsibilities he has assumed since his promotion last year. The Committee did not increase the cash salaries of James M. Wells III, Chairman and Chief Executive Officer, Mark A. Chancy, Corporate Executive Vice President and Chief Financial Office r; Thomas M. Freeman, Corporate Executive Vice President and Chief Risk and Credit Officer; and Timothy E. Sullivan, Corporate Executive Vice President and Chief Information Officer.

Also, as required by the Interim Final Rule, SunTrust will not pay cash bonuses for 2009 to its named executive officers. In addition, the Compensation Committee determined that SunTrust will not pay any TARP-permitted long-term restricted stock bonuses for 2009 to its named executive officers.

The Committee also approved "salary share" amounts for each of James M. Wells III, William H. Rogers, Jr., Mark A. Chancy, Thomas M. Freeman, and Timothy E. Sullivan effective January 1, 2010 to be paid entirely in the form of "salary shares" as contemplated by the Interim Final Rule. The annual rates of salary shares for the named executive officers established by the Committee are: $2,990,000 for Mr. Wells; $1,060,000 for Mr. Rogers; $850,000 for Mr. Chancy; $830,000 for Mr. Freeman; and $830,000 for Mr. Sullivan. SunTru st will grant the salary shares each pay period beginning with the pay period which begins on January 1, 2010 in the form of stock units under the SunTrust Banks, Inc. 2009 Stock Plan. The number of stock units will be determined each pay period by dividing the amount of salary to be paid in stock units for that pay period, net of applicable withholdings and deductions, by the reported closing price on the New York Stock Exchange ("NYSE") for a share of SunTrust common stock on the pay date for such pay period. The stock units will not include any rights to receive dividends or dividend equivalents. As required by the Interim Final Rule, each salary share will be non-forfeitable upon grant but may not be sold or transferred until the expiration of a holding period. The stock units will be settled in cash one half on March 31, 2011 and one half on March 31, 2012, unless settled earlier due to the executive’s death. The amount to be paid on settlement of the stock units will be equal to the reported clo sing price on the NYSE for a share of SunTrust common stock on the settlement date. The Committee also made conforming changes to several retirement and benefit plans to ensure that the payment of salary in stock will conform with TARP requirements as it relates to benefits paid under these post-retirement plans.

The Committee will review long term incentive compensation at a future meeting.

Amendment to 2009 Stock Plan and Forms of Award Agreement

The Committee also amended the SunTrust Banks, Inc. 2009 Stock Plan to add a new Section 5.2.1 which authorizes the Committee to recoup or clawback compensation paid to certain participants based on Company performance in the event that it is later determined that such compensation was awarded based on materially inaccurate financial statements (which includes statements of earnings, revenues, or gains) or any other materially inaccurate performance metric criteria.

The Committee also adopted forms of award agreements under the 2009 Stock Plan for the grant of salary shares and restricted stock which is intended to meet the requirements of the long term restricted stock exception in the Interim Final Regulation. The amendment to the 2009 Stock Plan, and such forms of award agreement are filed as Exhibits 10.1, 10.2, and 10.3 to this Current Report.

Item 9.01 Financial Statements and Exhibits.

10.1 Amendment to the SunTrust Banks, Inc. 2009 Stock Plan effective December 30, 2009.

10.2 Form of Salary Share Stock Unit Award Agreement under the SunTrust Banks, Inc. 2009 Stock Plan.

10.3 Form of CPP Long Term Restricted Stock Award Agreement under the SunTrust Banks, Inc. 2009 Stock Plan.

SIGNATURES

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 hereunto duly authorized.

	SunTrust Banks, Inc.
January 6, 2010	By:	/s/ David A. Wisniewski
		Name: David A. Wisniewski
		Title: Associate General Counsel and Group Vice President

Exhibit Index

Exhibit No.	Description
10.1	Amendment to the SunTrust Banks, Inc. 2009 Stock Plan effective December 30, 2009.
10.2	Form of Salary Share Stock Unit Award Agreement under the SunTrust Banks, Inc. 2009 Stock Plan.
10.3	Form of CPP Long Term Restricted Stock Award Agreement under the SunTrust Banks, Inc. 2009 Stock Plan.

EX-10.1

Exhibit 10.1

Amendment of 2009 Stock Plan to Include TARP Clawback

WHEREAS, Section 30.8 of the Interim Final Regulation requires the Company to ensure that any bonus payment made to a SEO or the next twenty most highly compensated employees during the TARP period is subject to a provision for recovery or ‘‘clawback’’ by the TARP recipient if the bonus payment was based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria.

The SunTrust Banks, Inc. 2009 Stock Plan be and hereby is amended by adding a new Section 5.2.1:

5.2.1 Recoupment of Amounts Paid or Awarded Based Upon Misstated Financials or Other Performance Metric. During any year in which any obligation arising from financial assistance received under TARP is outstanding within the meaning of Treasury Regulations 31 CFR Part 30, “TARP Standards for Compensation and Corporate Governance,” the Company shall not pay or allow to vest, or if paid or vested shall recover from, any person who during the year of payment is determined by the Committee to be a “senior executive officer” of the Company or among the next twenty (20) most “highly-compensated” employees of the Company, any bonus payment made to such individual if the bonus payment was based on a materially inaccurate financial statement (which shall include but shall not be not limited to statements of earnings, revenues, or gains) or any other materially inaccurate performance metric or criteria. The Committee shall base its determination as to whether a financial statement or performance metric criteria is materially inaccurate on all the facts and circumstances, but a financial statement or performance metric criteria shall be deemed to be materially inaccurate with respect to any employee who knowingly engaged in providing inaccurate information (including knowingly failing to timely correct inaccurate information) relating to those financial statements or performance metrics. The Company shall exercise its rights under this Section to recover such awards except to the extent that it is unreasonable to do so. Each participant to whom an award is paid (i) during any year in which any obligation arising from financial assistance received under TARP is outstanding, (ii) who is determined by the Committee to be a “senior executive officer” of the Company or among the next twenty (20) most “highly-compensated” employees of the Company for such year, and (iii) such award or payment is made to such individuals based on materially inaccurate financial statement (which shall includes but not be not limited to statements of earnings, revenues, or gains) or any other materially inaccurate performance metric criteria, agrees to promptly repay such award or payment to the Company promptly upon request by the Company. Each such participant hereby expressly authorizes the Company to deduct such amounts from any other amount the Company may owe to such individual. For the purpose of this section, a bonus payment shall be deemed to be made to an individual when the individual obtains a legally binding right to that payment.

Exhibit 10.2

SunTrust Banks, Inc.
2009 Stock Plan

Salary Share Stock Unit Agreement

SunTrust Banks, Inc. (“SunTrust”), a Georgia corporation, pursuant to action of the Compensation Committee (“Committee”) and in accordance with the SunTrust Banks, Inc. 2009 Stock Plan (“Plan”), has determined that going forward and until the Committee determines otherwise Grantee’s base salary will be payable partly in cash and partly in stock units. The Committee therefore has granted these stock units (the “Stock Units”) to Grantee as a periodic payment of the stock portion of Grantee’s salary, net of applicable withholdings and other deductions.  

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

Each Stock Unit represents the right to receive a payment in cash equal to the Fair Market Value of SunTrust Common Stock, $1.00 par value, at a future date and time, subject to the terms of this Salary Share Stock Unit Agreement. The number of Stock Units was calculated as follows. First, the salary amount to be paid in Stock Units was divided by the reported closing price on the New York Stock Exchange (“NYSE”) for a share of SunTrust common stock on the pay date for the relevant pay period (or, if not a NYSE trading day, on the immediately preceding such trading day) to determine the gross number of Stock Units to be awarded to Grantee. Next, the dollar amount of applicable tax withholdings and other deductions was determined, and was divided by the reported closing price on the NYSE for a share of SunTrust common stock on the pay date for the relevant pay period (or, if not a NYSE trading day, on the immediately preceding such trading day) to determine the number of Stock Units to be retained and cancelled by the Company in lieu of such taxes and other deductions. Finally, an account was credited on behalf of Grantee for the net amount of Stock Units described in the preceding two sentences. This Salary Share Stock Unit Agreement (the “Salary 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

§ 1. EFFECTIVE DATE. This grant of Stock Units to the Grantee is effective as of                 (“Grant Date”). Except as otherwise provided in this Agreement, Grantee’s salary shall be payable in accordance with SunTrust’s regular payroll practice for similarly situated employees, as in effect from time to time.

§ 2. VESTING. Once awarded, the Stock Units will be fully vested and not subject to the risk of forfeiture or any requirement of future service.

§ 3. GRANTEE’S RIGHTS PRIOR TO PAYMENT.

(a) The Stock Unit award will not include any rights to receive dividends or dividend equivalents.

(b) Nothing in the Plan, this Agreement, or the Stock Units shall be construed to give the Grantee any rights as a shareholder of SunTrust, including the right to vote or receive dividends. The Grantee shall be an unsecured general creditor of SunTrust with respect to any cash payment relating to Stock Units, and any payment provided pursuant to this Agreement shall be made from SunTrust’s general assets.

(c) The Stock Units may not be sold, assigned, transferred, exchanged, pledged, hypothecated or otherwise encumbered. If Grantee is deceased at the time the Stock Units are settled, SunTrust will make such payment to the executor or administrator of Grantee’s estate or to Grantee’s other legal representative as determined in good faith by SunTrust.

§ 4. PAYMENT OF AWARD.

Each such Stock Unit award will be settled in cash on the Settlement Date.

The “Settlement Date” shall mean the earlier of: (a) with respect to one-half of the Stock Units, March 31, 2011, (b) with respect to the other one-half of the Stock Units, March 31, 2012, and (c) the date of Grantee’s death; provided that in the case of (a) and (b), above, if SunTrust repays its obligations under the Troubled Asset Relief Program and if on the date of such repayment such Stock Units have not been settled, then the Settlement Date shall be advanced up to one year to the date of such repayment (if the date of such repayment is more than one year prior to the dates in either clause (a) and (b) above, then the dates in clause (a) and/or (b) above shall be advanced only by one year. For example, if SunTrust were to repay its obligations under the Troubled Asset Relief Program on June 30, 2010, and if on the date of such repayment such Stock Units have not been settled, then the Settlement Date would advance to (a) June 30, 2010 with respect to one half of the Stock Units, and (b) March 31, 2011 with respect to the other one-half of the Stock Units.

The amount to be paid on settlement of the Stock Units will be equal to the number of Stock Units being settled multiplied by the reported closing price on the NYSE for a share of SunTrust common stock on the settlement date (or, if not a NYSE trading day, on the immediately preceding such trading day).

The value of the Stock Units shall be paid in a cash lump sum on the Settlement Date. For purposes of this § 4, the value of each Stock Unit will equal the Fair Market Value of a share of Stock on the Settlement Date.

§ 5. WITHHOLDING. Upon the payment of any Stock Units, SunTrust’s obligation to deliver cash to settle the Stock Units 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. Where Grantee has not previously satisfied all applicable withholding tax obligations, SunTrust will, at the time the tax withholding obligation arises in connection herewith, retain an amount sufficient to satisfy the minimum amount of taxes then required to be withheld by the Company in connection therewith from any amounts then payable hereunder to Grantee. If any withholding is required prior to the time amounts are payable to Grantee hereunder, the withholding will be taken from other compensation then payable to Grantee or as otherwise determined by SunTrust.

§ 6. NO EMPLOYMENT RIGHTS. Nothing in the Plan or this Salary 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.

§ 7. OTHER LAWS. Notwithstanding anything in the Agreement, SunTrust will not be required to comply with any term or condition of the Agreement if and to the extent prohibited by law, including but not limited to federal banking and securities regulations, or as otherwise directed by one or more regulatory agencies having jurisdiction over SunTrust or any of its subsidiaries. In particular, SunTrust shall have the right to refuse to pay any amount or under this Salary Agreement if SunTrust acting in its absolute discretion determines that the payment of such amount, issuance or transfer of such Stock might violate any applicable law or regulation.

§ 8. MISCELLANEOUS.

(a) This Salary 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 Salary Agreement. If the Plan and this Agreement are inconsistent, the provisions of the Plan will govern. Interpretations of the Plan and this Agreement by the Committee are binding on you and the Company.

(b) The Plan and this Salary 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 Salary 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. Notices shall be directed, if to Grantee, at Grantee’s address indicated by SunTrust’s records and, if to SunTrust, at SunTrust’s principal executive offices.

(d) It is the intention of the parties that this Agreement and the awards made pursuant to the Agreement comply with the provisions of Section 409A of the Internal Revenue Code to the extent, if any, that such provisions are applicable to the Agreement, and the Agreement will be administered by SunTrust in a manner consistent with this intent. If any payments or benefits hereunder may be deemed to constitute nonconforming deferred compensation subject to taxation under the provisions of Section 409A, Grantee agrees that SunTrust may, without the consent of Grantee, modify the Agreement and the awards made pursuant to this Agreement to the extent and in the manner SunTrust deems necessary or advisable or take such other action or actions, including an amendment or action with retroactive effect, that SunTrust deems appropriate in order either to preclude any such payments or benefits from being deemed “deferred compensation” within the meaning of Section 409A or to provide such payments or benefits in a manner that complies with the provisions of Section 409A such that they will not be taxable thereunder.

(e) If one or more of the provisions of this Salary 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 retroactively to permit this Salary Agreement to be construed so as to foster the intent of this Salary Agreement and the Plan.

(f) This Salary 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 Salary Agreement supersedes all prior discussions, negotiations, understandings, commitments and agreements with respect to such matters.

Exhibit 10.3

SunTrust Banks, Inc.
2009 Stock Plan

CPP Long Term
Restricted Stock 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 shares of SunTrust Common Stock, $1.00 par value (“Restricted Stock”), upon the following terms as an incentive for Grantee to promote the interests of SunTrust:

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

This Restricted Stock Agreement (the “Stock 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

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

§ 2. VESTING. All shares of Restricted Stock, if not earlier vested, shall vest on the third (3rd) anniversary of the Grant Date (the “Vesting Date”), provided that on the Vesting Date, the 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 the Vesting Date, and further provided the Company has repaid its obligations under the U.S. Treasury’s Capital Purchase Program (“CPP). In no event shall the shares of Restricted Stock vest, and Grantee shall forfeit the shares of Restricted Stock, if Grantee shall not have continued to perform substantial services for the Company for at least two years from the date of grant, other than due to the employee’s death or disability, or a change in control event (as defined in 26 CFR 1.280G–1, Q&A– 27 through Q&A–29 or as defined in 26 CFR 1.409A–3(i)(5)(i)) with respect to the Company before the second anniversary of the date of grant. If Grantee is not an active employee of SunTrust or a Subsidiary on the Vesting Date, Grantee forfeits all rights to any shares that would otherwise vest on the Vesting Date; provided, however, shares may vest prior to the Vesting Date in accordance with the provisions of § 3 or § 4. If the Company has not repaid its obligations under the U.S. Treasury’s Capital Purchase Program (“CPP”), on the vesting date, then the Shares of Restricted Stock shall not vest or otherwise become transferable until such CPP repayment (except as necessary to reflect a merger or acquisition of the Company), except that: (i) 25% of the shares of Restricted Stock granted may vest at the time of repayment of 25% of the aggregate obligations of the Company under the CPP; (ii) an additional 25% of the shares of Restricted Stock granted (for an aggregate total of 50% of the shares of Restricted Stock granted) may vest at the time of repayment of 50% of the aggregate obligations of the Company under the CPP; (iii) an additional 25% of the shares of Restricted Stock granted (for an aggregate total of 75% of the shares of Restricted Stock granted) may vest at the time of repayment of 75% of the aggregate obligations of the Company under the CPP; and (iv) the remainder of the shares of Restricted Stock granted may vest at the time of repayment of 100% of the aggregate obligations of the Company under the CPP. In calculating such percentages, the portion of the restricted stock units transferred or sold to pay taxes shall not count toward the percentages above.

§ 3. ACCELERATED VESTING: CHANGE IN CONTROL. (a) Any shares of Restricted Stock 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 the Vesting Date; (ii) the Grantee’s employment with SunTrust terminates after the date of such Change in Control and at any time before the third anniversary of 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 within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), and does not constitute a Termination for Cause, or (2) voluntary on the part of the Grantee and constitutes a Termination for Good Reason.

(b) Termination 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 with SunTrust (the “Change in Control Agreement”) at the time of his termination of employment with SunTrust or a Subsidiary, solely for purposes this Stock Agreement, “Cause” shall have the meaning provided in the Change in Control Agreement.

(c) Termination for Good Reason – means a termination of employment made primarily because of (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 dignity, responsibility, importance 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 Grantee.

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

§ 4. TERMINATION OF EMPLOYMENT.

(a) If prior to the Vesting Date, the Grantee’s employment with SunTrust and its Subsidiaries terminates for any reason other than those described in § 4(b), § 4(c), or § 4(d), and the termination does not result in accelerated vesting as described in § 3, then any shares of Restricted Stock that are not then vested shall be completely forfeited on the date of such termination of Grantee’s employment. Notwithstanding anything in § 4 to the contrary, if Grantee’s employment with SunTrust and its Subsidiaries is terminated “For Cause,” as described above, any Restricted Stock which has not vested and become nonforfeitable 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 the Vesting Date as a result of the Grantee’s (i) death, or (ii) disability within the meaning of Code Section 22(e)(3), then any shares of Restricted Stock 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 terminates prior to a Vesting Date as a result of the Grantee’s Retirement, 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 this Stock Agreement, “Retirement” means the voluntary termination of employment by the Grantee from SunTrust or its Subsidiaries on or after attaining age 55 and having completed 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”). 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 treated for purposes of this Stock Agreement as terminating employment due to Retirement.

(d) 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 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.

(e) For purposes of § 4(c) or 4(d) above, the pro-rata calculation shall be made by multiplying the number of shares of Restricted Stock that are not then vested 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 Vesting Date.

§ 5. GRANTEE’S RIGHTS DURING RESTRICTED PERIOD.

(a) During any period when the shares of Restricted Stock are forfeitable, the Grantee may generally exercise all the rights, powers, and privileges of a shareholder with respect to the shares of Restricted Stock, including the right to vote such shares and to receive all regular cash dividends and any stock dividends, and such other distributions as the Committee may designate in its sole discretion, that are paid or distributed on such shares of Restricted Stock. Any Stock dividends declared on a share of Restricted Stock shall be treated as part of the Grant of Restricted Stock and shall be forfeited or become nonforfeitable at the same time as the underlying Stock with respect to which the Stock dividend was declared.

(b) No rights granted under the Plan or this Stock Agreement and no shares issued pursuant to this Grant 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 shares has become fully vested.

§ 6. DELIVERY OF VESTED SHARES.

(a) Shares of Restricted Stock that have vested in accordance with § 2, § 3 or § 4 shall be delivered (via certificate or such other method as the Committee determines) to the Grantee as soon as practicable after vesting occurs.

(b) By accepting shares of Restricted Stock, the Grantee agrees not to sell shares 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 subject to this Stock 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 deliver (via certificate or such other method as the Committee determines) any shares to Grantee for which Grantee refuses to provide an appropriate statement.

(c) To the extent that Grantee does not vest in any shares of Restricted Stock, all interest in such shares shall be forfeited. The Grantee has no right or interest in any share of Restricted Stock that is forfeited.

§ 7. WITHHOLDING.

(a) Upon the vesting of any shares of Restricted Stock, the Grantee must pay to SunTrust any applicable federal, state or local withholding tax due as a result of the vesting. Alternatively, if the Grantee makes a proper Code Section 83(b) election, the Grantee must notify SunTrust in accordance with the requirements of Code Section 83(b) and promptly pay to SunTrust the applicable federal, state, and local withholding taxes due with respect to the shares of Restricted Stock subject to the election.

(b) The Committee shall have the right to reduce the number of shares of Stock delivered (via certificate or such other method as the Committee determines) to the Grantee to satisfy the minimum applicable tax withholding requirements, and the Grantee shall have the right (absent any such action by the Committee and subject to satisfying the requirements under Rule 16b-3) to elect that the minimum applicable tax withholding requirements be satisfied through a reduction in the number of shares of Stock delivered (via certificate or such other method as the Committee determines) to him.

§ 8. NO EMPLOYMENT RIGHTS. Nothing in the Plan or this Stock 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.

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

§ 10. MISCELLANEOUS.

(a) This Stock 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 Stock Agreement.

(b) The Plan and this Stock 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 Stock 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. Notices shall be directed, if to Grantee, at Grantee’s 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 Stock 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 retroactively to permit this Stock Agreement to be construed so as to foster the intent of this Stock Agreement and the Plan.

(e) This Stock 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 Stock Agreement supersedes all prior discussions, negotiations, understandings, commitments and agreements with respect to such matters.