SUNTRUST BANKS, INC. 401(k) PLAN Amended and Restated Effective January 1, 2012 including amendments through December 31, 2012. SUNTRUST BANKS, INC. 401(k) PLAN Amended and Restated January 1, 2012 including Amendments through December 31, 2012 Table of Contents

INTRODUCTION1

ARTICLE 1 DEFINITIONS5

1.1Accounts    5

(a)Employer Contribution Account    5

(b)Employee Contribution Account    6

1.2Acquisition Loan    7

1.3After-Tax Account.    7

1.4Annual Addition Limit    7

1.5Automatic Enrollee (also called Auto-Enrollee)    7

1.6Automatic Enrollment Percentage (also called Auto-Percentages)    7

1.7Before-Tax Account.    7

1.8Benefits Committee    8

1.9Board    8

1.10Catch-Up Contribution.    8

1.11Code    8

1.12Committee or Committees    8

1.13Company    8

1.14Compensation.    8

(a)Contributions.    8

(b)Deductibility of Employer Contributions.    9

(c)Statutory Limit.    9

1.15Contributions.    10

(a)Employer Contributions.    10

(b)Employee Contributions.    11

(c)Rollover Contribution    12

1.16Controlled Group    12

1.17Designated Roth Account.    12

1.18Designated Roth Contribution.    12

1.19Disability (or Disabled)    13

1.20Dollar Limit    13

1.21Effective Date    13

1.22Elective Deferrals.    13

1.23Employee    13

1.24Employee Contributions.    14

1.25Employee Contributions Accounts.    14

1.26Employer    14

1.27Employer Contributions.    14

1.28Employer Contribution Accounts.    14

1.29Employer Stock    14

1.30Employer Stock Fund    15

1.31Employment    15

1.32Employment Date    15

1.33ERISA .    15

1.34ESOP    15

1.35Excess 402(g) Contributions    15

1.36Fiduciary    16

1.37Finance Committee    16

1.38Fair Market Value    16

1.39Financed Shares    16

1.40Five‑Year Break .    16

1.41HCE Group    16

1.42Highly Compensated Employee (HCE)    16

1.43Matching Account.    17

1.44Matching Contributions.    17

1.45Merged Plan    17

1.46NCE Group    17

1.47Non-Highly Compensated Employee (NCE)    17

1.48Non-Matching Account.    17

1.49One‑Year Break    17

1.50Participant    18

1.51Plan    18

1.52Plan Administrator    18

1.53Plan Percentage Limit    18

1.54Plan Year    18

1.55Qualified Automatic Contribution Arrangement (QACA)    18

1.56Qualified Domestic Relations Order (QDRO)    18

1.57Qualified Military Service    18

1.58Qualified Reservist Distribution.    19

1.59Qualified Roth Distribution    19

1.60Rollover Contribution.    19

1.61Roth Account.    19

1.62Roth Contribution.    19

1.63Service Center    19

1.64Share Units.    20

1.65Spouse    20

1.66Suspense Account    20

1.67Termination Date    20

1.68True-Up Matching Contribution.    20

1.69Trust (or Trust Fund)    20

1.70Trust Agreement    20

1.71Trustee    21

1.72Valuation Date    21

1.73Vesting Service (also called Years of Service)    21

(a)Computation.    21

(b)Leaves of Absence.    21

(c)Employment with a Controlled Group Member.    23

(d)Period Before an Employer Adopted the Plan.    23

(e)Credit for Employment Before a Five‑Year Break.    23

(f)Service Spanning.    23

(g)Change from Covered Classification.    23

1.74Year of Service.    23

ARTICLE 2 ELIGIBILITY24

2.1Eligibility.    24

(a)Automatic Enrollment.    24

(b)Participation in Another Controlled Group Plan.    24

(c)Mergers and Acquisitions.    24

2.2Participation Upon Reemployment.    25

(a)Vested Participant.    25

(b)Non-Vested Participant.    25

(c)Non-Participating Employee.    25

2.3Leased Employees and Independent Contractors.    26

2.4Participating Employers.    26

ARTICLE 3 CONTRIBUTIONS27

3.1Employee Contributions – Elective Deferrals and Roth Contributions.    27

(a)Amount Permitted.    27

(b)Before-Tax and/or After-Tax Employee Contributions.    28

(c)Special Pay.    29

(d)Catch-Up Contributions.    29

(e)Make-Up Contributions After Qualified Military Service.    31

(f)Vesting.    32

(g)Initial Election to Contribute.    32

(h)Modification.    32

(i)Cessation.    33

(j)Committee Administrative Rules.    33

3.2Employer Contributions.    33

(a)Matching Contribution.    33

(b)Employer Discretionary Contributions.    34

(c)Special One-Time Employer Discretionary Contribution.    35

(d)Investment of Matching and Employer Discretionary Contributions.    35

(e)Vesting and Forfeitures.    36

(f)Make-Up Contributions After Qualified Military Leave.    36

(g)Acquisition Loan Repayments.    37

(h)Exclusive Benefit of Participants.    37

(i)Contributions Limited to Tax Deductible Amounts.    37

3.3Rollover Contributions.    38

(a)Eligible Rollover Distribution.    38

(b)Roth Contributions.    39

(c)Rollover or Direct Plan Transfer.    39

(d)Timing.    39

(e)Required Information.    40

(f)Prohibited Rollovers and Transfers.    40

(g)Refund of Prohibited Rollovers.    40

(h)Reliance on Employee’s Representations.    40

3.4Acquisition Loans.    41

(a)Eligible Lenders.    41

(b)Loan Terms.    41

(c)Repayment.    41

(d)Collateral and Security.    41

(e)Suspense Account.    42

(f)Release of Financed Shares from Suspense Account.    42

(g)Default.    43

3.5Purchase and Sale of Employer Stock.    43

3.6Transfer to the Trustee.    44

3.7Elective Account Transfers.    44

ARTICLE 4 ALLOCATIONS45

4.1Adjustments to Account Balances.    45

(a)Regular Valuation Dates.    45

(b)Administrative Fees.    45

(c)Dividends on Employer Stock.    45

(d)Valuations Binding.    46

(e)Statement of Account Balances.    46

(f)Correction of Administrative Mistakes.    46

(g)Return of Employer Contributions.    47

4.2Investments.    47

(a)Investment Funds.    47

(b)Compliance with ERISA Section 404(c).    48

(c)Employer Stock Fund.    48

(d)Investment Elections.    48

(e)Change in Investment Election.    49

(f)Insider Trading Rules.    49

(g)Fund Transfer Restrictions.    49

(h)Diversification Elections.    50

(i)Reinvestment of Earnings.    50

(j)Investment Expenses.    50

(k)Special Election Rules.    50

4.3Voting Rights.    51

4.4Tender Offers.    51

ARTICLE 5 IN-SERVICE WITHDRAWALS AND LOANS52

5.1Withdrawals Without a Hardship.    52

(a)Types of In-Service Withdrawals.    52

(b)Designated Roth Account.    53

(c)Available Amount.    54

(d)Order of Withdrawal from Accounts.    54

(e)Pro Rata Withdrawals from Investment Funds.    54

(f)Withdrawals of Money Purchase Plan Balances.    54

5.2Hardship Withdrawals.    54

(a)Available Amount.    55

(b)Events Creating Immediate and Heavy Financial Need (Events Test).    55

(c)Withdrawal Necessary to Meet Need (Needs Test).    57

(d)Nondiscrimination.    57

(e)Reliance on Participant's Representations.    58

5.3Loans.    58

(a)Application and Eligibility.    58

(b)Available Amount.    58

(c)Order of Account Liquidation.    58

(d)Loan Origination Fees.    59

(e)Frequency of Loans.    59

(f)Interest.    59

(g)Security.    59

(h)Term.    60

(i)Repayment.    60

(j)Default.    61

(k)Suspension of Repayments During Qualified Military Service Leave.    61

(l)Suspension of Repayments During Unpaid Leave of Absence.    62

(m)Loans from Money Purchase Plan Balances.    62

(n)Revisions to Loan Rules and Procedures.    62

5.4Direct Rollover.    62

ARTICLE 6 POST‑EMPLOYMENT DISTRIBUTIONS    63

6.1Distribution Events.    63

(a)Termination of Employment or Disability.    63

(b)Death.    63

(c)Employer-Initiated Transfer.    63

(d)Employee-Initiated Voluntary Direct Transfers (Change in Employment Transfer).    64

(e)Plan Termination.    64

(f)Qualified Military Service.    64

6.2Amount of Payment.    65

6.3Distributions from Designated Roth Accounts.    65

(a)Qualified Roth Distribution.    65

(b)Distributions to Alternative Payee or Beneficiary.    65

(c)Nonqualified Distribution.    65

6.4Timing of Payment.    66

(a)Payment to a Participant.    66

(b)Payment to a Beneficiary.    66

(c)Notice of Consequences of Failure to Defer.    66

6.5Forms of Payment.    67

(a)Account Balance Over $1,000.    67

(b)Account Balance Not Over $1,000.    68

6.6Medium of Payment.    68

6.7Required Minimum Distribution Rules.    68

(a)Applicable Definitions.    69

(b)Separate Accounts for Multiple Beneficiaries.    70

(c)Participant’s Death Before his/her Required Beginning Date.    70

(d)Participant’s Death After his/her Required Beginning Date.    72

(e)Qualified Domestic Relations Orders (QDRO).    74

(f)Trust as Designated Beneficiary.    74

(g)Election to Allow Participants or Beneficiaries to Elect Five-Year Rule.    74

(h)Age 65 Payment Rule.    74

(i)Suspension of Required Minimum Distributions During 2009.    74

6.8Beneficiary Designation.    76

(a)Procedure.    76

(b)Waiver of Spouse’s Rights.    76

(c)Disclaimer of Beneficiary Status.    77

(d)Judicial Determination.    77

6.9Payment to a Representative.    77

(a)On Behalf of a Participant.    77

(b)On Behalf of a Minor or Incompetent Beneficiary.    77

6.10Unclaimed Benefits.    78

6.11Direct Rollover of Eligible Distributions.    78

(a)Applicable Definitions.    78

(b)Persons Eligible to Direct a Rollover.    79

(c)Written Notice.    79

(d)Rollover Procedures.    80

ARTICLE 7 LIMITATIONS ON CONTRIBUTIONS81

7.1Excess 402(g) Contributions.    81

(a)Time of Distribution.    81

(b)Reporting Form.    81

(c)Order of Distributions.    81

(d)Inclusion in Annual Addition.    82

(e)Determination of Earnings.    82

7.2Code Section 415 Limitation.    82

(a)Applicable Definitions.    82

(b)Correction of Excess Annual Additions.    84

(c)Combining of Plans.    85

(d)Compliance with Code Section 415.    85

7.3Top-Heavy Rules.    85

(a)Applicable Definitions.    85

(b)Determination of Top-Heavy Status.    87

(c)Minimum Benefit During Top-Heavy Plan Years.    87

(d)History of Top-Heavy Rules.    88

ARTICLE 8 AMENDMENT, TERMINATION AND MERGER89

8.1Amendment.    89

(a)Procedure.    89

(b)Prohibited Amendments.    89

(c)Limited to Active Participants.    90

(d)Administrative Changes Without Plan Amendment.    90

8.2Termination of the Plan.    91

(a)Right to Terminate.    91

(b)Full Vesting.    91

(c)Provision for Benefits Upon Plan Termination.    91

(d)Surplus Reversion.    92

(e)Merger, Consolidation, Transfer.    92

ARTICLE 9 ADMINISTRATION93

9.1Allocation of Responsibilities.    93

(a)Company.    93

(b)Compensation Committee.    93

(c)Benefits Committee.    93

(d)Finance Committee.    96

(e)Trustee.    97

(f)Named Fiduciaries and Other Fiduciaries.    97

9.2Committee Organization and Operation.    97

(a)Composition of Benefits Committee.    97

(b)Composition of Finance Committee.    98

(c)Committee Procedures.    98

(d)Additional Powers of the Committees.    98

(e)Delegation of Duties.    98

(f)Appointment of Agents.    99

(g)Reliance on Committee Documents.    99

9.3General Rules for Fiduciaries.    99

9.4Expenses.    100

9.5Indemnification and Insurance.    101

9.6Claims Procedure.    102

(a)Application for Benefits.    102

(b)Initiating a Claim.    102

(c)Decision on Claim.    102

(d)Appeal.    103

(e)Special Time Period for Benefits Committee Meetings.    103

(f)Exhaustion of Administrative Remedies.    104

(g)Time Limit on Legal Action.    104

9.7Notice.    104

(a)Communications From Participants Or Beneficiaries.    104

(b)Communications To Participants and Beneficiaries.    105

(c)Electronic Administration.    105

ARTICLE 10 MISCELLANEOUS106

10.1Headings.    106

10.2Construction.    106

10.3Continued Qualification for Tax-Exempt Status.    106

10.4Nonalienation.    106

10.5No Employment Rights.    107

10.6No Enlargement of Rights.    107

10.7Withholding for Taxes.    107

10.8Suspension of Transaction.    107

(a)Blackout Periods.    107

(b)Investment Elections.    107

ADDENDUM D Qualified Domestic Relations Order (QDRO) Procedures

SunTrust Banks, Inc. is the parent corporation in a controlled group that currently includes various subsidiaries and affiliated companies. SunTrust Banks, Inc. is sometimes referred to as the Company and/or the Plan sponsor. The Company and its controlled group members that adopt the Plan are referred to as Employers. SunTrust Banks, Inc. was formed as of July 1, 1985, with the merger of Sun Banks, Inc. and Trust Company Bank (successor to Trust Company of Georgia). The qualified defined contribution plans maintained by each company were merged to form the SunTrust Banks, Inc. Employee Stock Ownership Plan (the Plan), effective as of January 1, 1989. The Plan was renamed the SunTrust Banks, Inc. 401(k) Plan effective January 1, 1993.

The plans that were merged to form this Plan include the following: (1) the Sun Banks, Inc. SunShare Plan, effective July 1, 1984; (2) the Trust Company of Georgia Incentive Compensation Plan, effective January 1, 1987; (3) the Third National Corporation Thrift Plan, effective January 1, 1987; and (4) the Trust Company of Georgia Tax-Credit Employee Stock Ownership Plan, effective January 1, 1985. This merged Plan was previously amended and restated effective as of January 1, 1990, January 1, 1993, January 1, 1997, January 1, 2002, January 1, 2006, April 22, 2009 and January 1, 2010 (reflecting amendments through December 31, 2010).

Although the Plan is named as a 401(k) Plan and includes a cash-or-deferred arrangement under Sections 401(k) and (m) of the Internal Revenue Code (the Code), before 2007 the Plan was always an Employee Stock Ownership Plan (ESOP) under Code Sections 409 and 4975(e)(7) and was designed to invest primarily in employer stock. As an ESOP, the Plan was, in fact, always invested primarily in employer stock. Effective January 1, 2007, the Plan was converted to a Code Section 401(k) Plan with an Employer Stock Fund that constitutes an employee stock ownership plan (ESOP) within the Plan.

Effective January 1, 2002, the Plan was converted to a design-based safe harbor plan that satisfies the ADP safe-harbor requirements set forth in Code Section 401(k)(12) with respect to

elective deferrals, and the ACP safe-harbor requirements set forth in Code Section 401(m)(11) with respect to matching contributions. As a safe harbor plan, the Plan is exempt from nondiscrimination testing and from the top-heavy rules. The ESOP portion of the Plan continues to be designed to invest primarily in Employer Stock. The primary purpose of the ESOP is to provide participants with beneficial ownership of Employer Stock. A secondary purpose of the ESOP is to serve as a potential means of corporate finance. The Company may use the ESOP to meet its general financing requirements, including capital growth and transfers in the ownership of Employer Stock. The Plan may receive loans and other extensions of credit to finance the acquisition of Employer Stock.

During 2001 and effective January 1, 2002, the Plan was amended and restated to comply with the Family and Medical Leave Act of 1993, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Jobs Protection Act a/k/a the Pension Simplification Act of 1996, the Taxpayer Relief Act of 1997, the Restructuring and Reform Act of 1998, and the Community Renewal Tax Relief Act of 2000 (effective January 1, 1999), and the Economic Growth and Tax Relief Reconciliation Act of 2001, as of the effective dates stated in various Sections in the Plan that are affected by these amendments.

Effective January 1, 2006, the Plan was restated to incorporate all amendments adopted after December 31, 2001, including amendments that first became effective as of January 1, 2006.

Effective January 1, 2007, the Plan was amended to convert the Plan from an ESOP to a Code Section 401(k) Plan with an Employer Stock Fund that constitutes an ESOP, to bring the Plan into compliance with applicable requirements of the Pension Protection Act of 2006 (the PPA), and to document provisions to assist participants affected by Hurricane Katrina.

The Plan subsequently was amended to adopt automatic enrollment for all eligible employees who begin employment after March 31, 2007; to comply with the PPA requirements for qualified default investment alternatives under ERISA Section 404(c), to increase Employer matching contributions to 100% of the first 5% of compensation deferred effective January 1, 2008; to bring the Code Section 415 provisions into compliance with Final Treasury Regulations effective January 1, 2008; and to provide for the investment of matching contributions according to participant elections for their own deferrals effective January 1, 2009. Effective April 1, 2007,

the Plan satisfies both the traditional safe harbor requirements under Code Section 401(k)(12), and the safe harbor requirements for Qualified Automatic Contribution Arrangements (QACAs) under Code Section 401(k)(13). Effective January 1, 2011, the Plan will implement a two-year vesting schedule for eligible employees whose employment begin after December 31, 2010 and will satisfy only the safe harbor requirements for a QACA under Code Section 401(a)(13).

 

Effective April 22, 2009, the Plan was restated to incorporate all amendments adopted after December 31, 2005. The Plan subsequently was amended to clarify the definition of compensation for purposes of deferrals, the Code Section 415 limitations, and the definition of highly compensated employee; to comply with the HEART Act and certain PPA provisions; to clarify the distribution rules and the rollover rules; and provide for the suspension of required minimum distributions during 2009. Those amendments were incorporated into the January 1, 2010 restatement that was submitted to the Internal Revenue Service with the Company’s request for an updated determination letter.

The January 1, 2010 amendment and restatement also incorporated provisions for Designated Roth Contributions, which provisions were effective January 1, 2011.

The Plan was amended in 2011: (1) to revise the Committee structure, effective July 1, 2011, by establishing two fiduciary committees as follows: the Benefits Plan Committee, chaired by the Chief Human Resources Officer, responsible for the administration and operation of the Plan and the Benefits Finance Committee, chaired by the Chief Financial Officer, responsible for all financial decisions including actuarial assumptions for plan valuations and plan investments; (2) to permit the Employer to make discretionary contributions to the Plan to be determined annually (3) to increase Employer matching contributions to 100% of the first 6% of compensation deferred each effective January 1, 2012 and (4) to provide for a special one-time contribution for certain eligible Participants effective December 31, 2011.

The Plan was amended in 2012, effective January 1, 2013, to limit Participants’ election to have his/her Employee Contributions and Employer Contributions invested in the Employer Stock Fund to 10% of such Contributions.

This January 1, 2012 amendment and restatement incorporates the 2011 and the 2012 amendments and such other amendments as necessary for the administration and operation of the Plan.

Addendum A sets forth provisions that have been in effect for previous periods of the Plan’s history. Special provisions that affect the benefits of Participants who work or worked for acquired or merged entities are described in Addendum B. A listing of the adopting Employers is set forth in Addendum C. The Addenda are integral parts of the Plan.

The rights of all employees who terminated employment with any Employer before the effective dates of the various provisions in this amendment and restatement, and their beneficiaries, will be governed by the Plan as in effect on the employee's termination date, except that account balances of terminated Participants will be administered and distributed in compliance with Plan provisions and applicable law as in effect from time to time. Eligible employees who are in active employment on or after the effective dates of the various provisions in this restatement will be entitled to participate in the Plan and receive benefits payable under the Plan as amended and restated and as further amended from time to time. The Plan fiduciaries will administer the Plan in accordance with applicable laws enacted from time to time, and will implement operational compliance between the effective dates of such laws and the corollary Plan amendment dates.

As used in the Plan, the following words and phrases and any derivatives thereof have the meanings set forth below unless the context clearly indicates otherwise. Definitions of other words and phrases are set forth throughout the Plan. Section references indicate sections of the Plan unless otherwise stated. The masculine pronoun includes the feminine, and the singular number includes the plural and the plural the singular, whenever applicable.

Participant by the later of 46 days after his/her Termination Date or the end of the Plan Year in which his/her Termination Date occurs, for services performed during his/her Employment (including amounts paid for accrued vacation time, accrued sick time, bonuses, and deferred compensation), which payments would have been paid if he/she had continued Employment; and (9) a back pay award or agreed amount. Compensation excludes (1) other forms of extra compensation; (2) Employer payments for group insurance; (3) payments under this Plan and any other qualified or non-qualified deferred compensation plan; (4) income arising from stock options, stock awards and stock appreciation rights; (5) fringe benefits (except qualified transportation fringe benefits under Code Section 132(f)); (6) expense reimbursements; (7) payments under an Employer’s long-term disability plan; and (8) other forms of indirect payments. Compensation for a Participant who enters the Plan after the beginning of a Plan Year includes only amounts earned after he/she enters the Plan.

The Plan uses the term Employer Contributions to include Matching Contributions and Employer Discretionary Contributions.

Discretionary Contributions are 100% vested when made. For each Participant whose Employment Date is after December 31, 2010, Employer Discretionary Contributions are 100% vested after he/she completes two Years of Vesting Service, becomes Disabled or dies.

reclassifies an individual who had been classified as not being an eligible Employee, such reclassification will be prospective only, except to the extent the Employer expressly applies the reclassification retroactively.

shares traded on the New York Stock Exchange as of the date of determination. If Employer Stock is not traded on the date of determination, Fair Market Value is determined on the most recent day before the date of determination when such shares were traded on the New York Stock Exchange. With respect to each other fund in which Account balances are invested, Fair Market Value means the closing price for which the fund shares traded on the applicable exchange or in the applicable market as of the date of determination or the most recent day before the date of determination when such shares were traded.

1.40    Five‑Year Break means five consecutive One‑Year Breaks, which will cause the non vested Participant to lose his/her Matching Contribution Account, and his/her right to restoration of his/her pre‑break Vesting Service if he/she resumes Employment.

 

 

Compensation for each payroll period.

 

Roth Contribution under the 401(k) plan from which the Rollover Contribution was made. The Plan will designate a Qualified Roth Distribution as such, to facilitate the Participant’s or beneficiary’s exemption from federal income tax.

this Plan. For purposes of distributing Account balances under Article 6, the Termination Date occurs only after a Participant has terminated from all Controlled Group members.

401(a) and maintained by any Controlled Group member will be eligible to participate in this Plan until he/she is no longer eligible to receive new contributions under such other plan.

such Employee resumes Employment after he/she incurs a Five‑Year Break, the Plan will not reinstate credit for his/her previous Employment. He/she will be eligible to begin participating in the Plan under Section 2.1 as if he/she were a new Employee.

as an Employer under the Plan, are set forth in Addendum B. An Affiliate ceases to be a participating Employer when it loses its status as a Controlled Group member. Notwithstanding the preceding, Company 100 will not be treated as an Employer under the Plan and individuals employed by Company 100 are not eligible to participate in this Plan. Company 100 is a wholly-owned subsidiary of the Company, which serves as the employer for certain interim employees who are hired to work only for a short transition period.

Catch-Up Elective Deferrals (before-tax) and/or Catch-Up Roth Contributions (after-tax), in the aggregate, not less than 1% nor more than 25%.

an election for regular Employee Contributions as described in Subsections (h) and (i) below.

make his/her special Employee Contributions during the period beginning on the date when he/she resumes Employment and continuing for a period equal to the lesser of three times the length of his/her Qualified Military Leave, or five years. The amount of his/her special Employee Contributions will be based on the Compensation he/she would have received if he/she had remained in active Employment, at his/her rate of pay in effect when he/she began his/her leave. If that pay rate cannot be determined with certainty, the Committee will treat him/her as having Compensation equal to the amount he/she received during the 12-month period preceding his/her leave, or during the entire period of his/her Employment if shorter than 12 months. The Plan will treat make-up Roth Contributions as having been made in the Plan Year designated by the reemployed veteran Participant.

Contributions in the manner and by the deadline announced by the Committee from time to time.

used.

years of Vesting Service), or (iv) due to a Disability incurred during the Plan Year.

The Plan allocates Employer Discretionary Contribution as a uniform percentage of the eligible Employee’s Compensation and will be credited to the eligible Employee’s Discretionary Contribution Account.

investment election in effect for his/her Matching Contributions (whether it is the election in effect for his/her Employee Contributions if he/she made a separate election with respect to his/her Matching Contributions). If an eligible Employee is credited with an Employer Discretionary Contribution but does not otherwise have an Account under the Plan, the eligible Employee may make an election to have any Employer Discretionary Contributions invested in one or more available investment options. For an eligible Employee who does not have an investment election in effect, the Plan will invest his/her Employer Discretionary Contributions in a QDIA fund.

Employee Contributions described in Section 3.1. The Employers will make a special Employer Discretionary Contribution for each eligible Employee who returns to Employment from unpaid Qualified Military Leave for any Plan Year the Employers made an Employer Discretionary Contribution while such eligible Employee was on unpaid Qualified Military Leave. The Compensation used to determine the Employer Discretionary Contribution will be calculated in the same manner as set forth in Section 3.1(e). Each Matching Contribution relates to the Plan Year for which the make-up Employee Contribution is made and each Employer Discretionary Contribution relates to the Plan Year the Employer Discretionary Contribution was originally made and are subject to the percentage-of-Compensation limit and Code Sections 402(g) and 415 limits in effect for that Plan Year. The Committee will not allocate investment earnings to the make-up Contribution for the period of leave.

Acquisition Loan. The Employers may also deduct all dividends paid on allocated or unallocated Employer Stock held under in the Employer Stock Fund, to the extent that the dividends are either (A) made available or paid in cash to Participants within 90 days after the end of the Plan Year in which paid under Subsection 4.1(c), or (B) used to repay an Acquisition Loan the proceeds of which were used to acquire the Employer Stock on which the dividend is paid. The dividend deduction will be taken in the Employer’s taxable year when the dividend is declared and made available to Participants, or is used to repay the Acquisition Loan.

payment, or (2) a payment other than one that is part of a series of substantially equal periodic payments, made at least annually, over a period of at least 10 years, or over the lifetime or life expectancy of the Participant or the joint lifetimes or life expectancies of the Participant and his/her named beneficiary. The Committee will not treat as an Eligible Rollover Distribution: (1) any distribution required under Code Section 401(a)(9); (2) any corrective refund of employee contributions to any plan; (3) any hardship withdrawals; (4) any distributions from any plan that is not qualified under Code Sections 401(a) and 501(a) (including but not limited to simplified employee pension (SEP) plans and simple retirement accounts); (5) after-tax contributions distributed from any qualified or non-qualified plan, or (6) ESOP dividends received as a result of a Code Section 404(k) election.

require such information from the Employee who desires to make a Rollover Contribution, as it considers necessary to determine whether the proposed rollover or direct plan transfer will meet the requirements of this Section. The Committee may require the Employee to submit a written certification that he/she received his/her Eligible Rollover Distribution from another qualified plan or from a conduit IRA. Upon approval by the Committee, the Rollover Contributions will be deposited in the Trust Fund and will be credited to the Employee’s Rollover Account.

previous Acquisition Loan. No proceeds from any Acquisition Loan may be used for any other purpose.

Contributions to the Trustee as soon as practicable after the end of the payroll period for which they are made, but no later than the extended due date of the Company’s federal income tax return for the fiscal year that ends in the Plan Year for which the Contribution is made. However, Employer Contributions that the Trustee uses to repay an Acquisition Loan will be made no later than 60 days after the end of the Plan Year for which the repayment is used to release and allocate shares from the Suspense Account.

Employer Stock acquired with an Acquisition Loan and held in a Suspense Account, to repay any outstanding balance on that Acquisition Loan. Effective January 1, 2002, the Plan will maximize the Company’s tax deductions available under Code Section 404(k) by permitting Participants and beneficiaries to elect whether to receive the dividends declared on the Share Units allocated to the portion of their Accounts that is [are] invested in the Employer Stock Fund in a cash payment to be made no later than 90 days after the end of the Plan Year in which the dividends were paid, or to reinvest them in the Employer Stock Fund. The Plan will provide the elections in a manner that permits Participants and beneficiaries reasonable time to make their elections with respect to each dividend declaration. The Plan will honor each Participant’s and beneficiary’s election as in effect on the record date for that dividend. The elections for each quarterly dividend become irrevocable on the record date for the dividend, unless the Committee has timely established and communicated a different irrevocability date. The Plan treats elections as evergreen so that each election remains in effect until a Participant or beneficiary affirmatively elects to change it. Participants and beneficiaries may change their dividend elections at any time for dividends to be declared after the submission date of the change request. The Plan treats any Participant or beneficiary who fails to make an affirmative election as if he/she had elected to reinvest his/her dividends in the Employer Stock Fund. The Plan will not distribute any earnings on any dividends that are reinvested in Employer Stock and subsequently distributed pursuant to an election under this Section. Beginning in 2003, the Plan will decrease elected cash distributions to reflect any losses attributable to the dividend between the record date and the distribution date.

distributions and withdrawals from his/her Accounts, and the current value of his/her Accounts. In its discretion, the Committee may provide statements more frequently than quarterly.

recovery rules. Discretionary transactions may include (1) elective distributions (in-service withdrawals and loans that require liquidation of shares held in the Employer Stock Fund), and (2) investment elections that involve transfers to and from the Employer Stock Fund.

that fund, to the extent not paid directly by the Employers.

his/her Share Units. The Trustee will tender combined fractional shares of Employer Stock represented by the Share Units in the manner that most closely reflects Participants’ direction. The Trustee will refrain from tendering the shares of Employer Stock represented by Share Units held in the Accounts of Participants who fail to give directions, except as required by any applicable law. The Trustee will tender unallocated shares of Employer Stock in the Suspense Account in the manner that the Trustee determines to be in the best interest of Participants and beneficiaries. For each Participant who sells the Share Units held in his/her Accounts, the Trustee will reinvest the proceeds according to his/her current investment election, unless he/she elects otherwise under Subsection 4.2(e). For purposes of any tender offer, each Participant will be a named fiduciary with respect to the Employer Stock represented by the Share Units held in his/her own Accounts.

Reservist Distributions are not subject to the 10% early withdrawal penalty tax.

any portion of his/her Account balance that is attributable to employer contributions to a Merged Plan that was a money purchase plan, at any time after he/she reaches normal retirement age (age 59-1/2 for this purpose). The married Participant who makes a withdrawal from such Account (before or after his/her Termination Date) must have his/her Spouse’s written consent in compliance with Subsection 6.7(b).

necessitated by one of the following events, the first six of which are safe-harbor and the seventh of which requires a facts-and-circumstances determination by the Committee:

that make the withdrawal necessary for the safety or well‑being of the Participant, his/her Spouse, qualifying child or qualifying relative.

For purposes of this Subsection, the terms qualifying child and qualifying relative have the meanings stated in Code Section 152 and/or any other applicable law as in effect from time to time. As of the date of this restatement, a qualifying child may be the Participant’s natural, adopted or step child, foster child, sibling, or a descendant of any such person; he/she must share the Participant’s residence for more than half the year, must be younger than the Participant and under age 19 (or under age 24 if a full-time student, or any age if totally and permanently disabled). Any other dependent must be a qualifying relative (natural, adoptive or step parent, in-law, child, grandchild, sibling, niece, nephew, aunt, uncle, or unrelated individual who shares the Participant’s residence as a member of the household) who receives over half of his/her support from the Participant; it is irrelevant that such relative files a joint tax return with his/her spouse.

The Committee will determine the existence of the Participant's immediate and heavy financial need and the necessity for the withdrawal to meet the need, in a uniform and nondiscriminatory manner.

The Committee will in good faith rely on the representations made by the Participant in his/her application for the hardship withdrawal and will not be held accountable for any misrepresentation of which it did not have actual knowledge.

preceding the date when his/her loan is made, minus his/her current outstanding balance (i.e., his/her total principal repayments during the past 12 months). The minimum amount of each loan will be $1,000.00, unless the Committee has published another limit.

law) on any loan that he/she has outstanding during that period (see Subsection (k) below).

make his/her scheduled loan repayments, by personal check or other cash equivalent, not less frequently than monthly. The Trustee may charge a fee for processing each repayment. The Committee treats a Disabled Participant as being in Employment and on an authorized unpaid leave.

request at any time within 180 days after his/her termination or release from Qualified Military Service; if his/her repayments have resumed when he/she submits his/her request the Committee will make the appropriate adjustment. For any period when a Participant receives full Compensation from his/her Employer while on Qualified Military Service leave, the Plan will charge the interest rate stated in his/her promissory note.

5.5    

transfers of Account balances from this Plan, if the transfers are associated with either a corporate transaction (e.g., a merger or acquisition) or a change in a Participant's employment status (e.g., a transfer to another employer, whether or not it is a Controlled Group member, that has not adopted the plan in which the Participant originally participated). It is not necessary for the transferee plan to protect benefits that were provided in the transferor plan, i.e., the Code Section 411(d)(6) anti-cutback rules do not apply. This type of direct transfer is not available for an eligible rollover distribution for which the Participant can elect a direct rollover of his/her entire Account balances.

based on the amount of his/her Account balances (minus any outstanding loan balance) determined as of the Valuation Date on which the payment request is processed.

The Committee will direct the Trustee or other payor to issue the payment to the Participant or beneficiary as soon as practicable after it approves the request. If the Trustee is required to sell Employer Stock in order to distribute cash for an investment in the Employer Stock Fund, the Plan may delay payment for the period required to affect the sale.

investment earnings.

than $1,000, the Plan will not cash out those balances unless the Participant or beneficiary elects a lump sum payment.

and is a Designated Beneficiary under Treas. Regs. Section 1.401(a)(9)-4. The Plan permits Participants to designate multiple beneficiaries.

age 70-1/2 if he/she had survived, or the year when he/she died. The Required Beginning Date for a non-Spouse Beneficiary is December 31 of the calendar year following the year in which the Participant died, or December 31 of the year containing the fifth anniversary of the Participant’s death, as applicable under this Section. The Plan will distribute each Participant's and each beneficiary’s entire interest, or begin to make distribution, no later than his/her Required Beginning Date.

over a period not to exceed the lesser or 9 years, or the Spouse’s Life Expectancy using the Single Life Table, as recalculated each year. For each Distribution Calendar Year, the Plan will distribute a minimum amount equal to the quotient obtained by dividing the Account Balance by the lesser of the Spouse’s remaining Life Expectancy, or a period of 9 years minus 1 for each previous Distribution Calendar Year.

dies after his/her Required Beginning Date, the Plan will determine required minimum distributions under this Subsection.

(A)    If the surviving Spouse is the Participant's sole Designated Beneficiary, the Plan will calculate the Spouse’s remaining Life Expectancy for each Distribution Calendar Year after the year of the

Participant's death using the Single Life Table and the Spouse's age as of the birthday in that year. For Distribution Calendar Years after the year of the Spouse's death, the Plan will calculate the Spouse’s remaining Life Expectancy using the Spouse’s age as of the birthday in the calendar year of the Spouse's death, reduced by one for each subsequent calendar year. Life Expectancy will not exceed 9 years.

(B)    If the surviving Spouse is not the sole Designated Beneficiary, the Plan will calculate the Designated Beneficiary's remaining Life Expectancy using the Single Life Table and the Beneficiary’s age in the year following the year of the Participant's death, reduced by one for each subsequent year. Life Expectancy will not exceed 9 years.

year following the year of the Participant’s death.

waiver, unless the Spouse has given specific consent and the Participant makes a new non-Spouse beneficiary designation without the Spouse’s consent; and (4) the Spouse’s consent must be witnessed by a notary public. Spousal consent will not be required if the Participant provides the Committee with a decree of abandonment or legal separation, or with satisfactory evidence that he/she cannot obtain consent because he/she has been unable to locate his/her Spouse after reasonable effort. If the Spouse is legally incompetent, the Spouse’s court-appointed guardian may give consent, even if the guardian is the Participant.

established, the Plan will defer payment until the beneficiary reaches majority or becomes legally competent under applicable state law.

Test and/or ACP Test if the Plan loses safe harbor status for any Plan Year. Effective January 1, 2002 the Plan permits rollovers from After-Tax Accounts in the Plan.

ARTICLE 7    
LIMITATIONS ON CONTRIBUTIONS

value Financed Shares and will use Fair Market Value for other shares of Employer Stock.

election of the Participant under Code Sections 125 or 132(f)(4), under a 457(b) governmental plan, or under Code Section 402A effective January 1, 2011. Effective January 1, 2002, for purposes of the definition of Compensation in this Section, amounts under Code Section 125 include any amounts not available to a Participant in cash in lieu of group health coverage because the Participant is unable to certify that he/she has other health coverage. An amount will be treated as an amount under Code Section 125 only if the Employer does not request or collect information regarding the Participant’s other health coverage as part of the enrollment process for the health plan. Effective January 1, 2008, Compensation is subject to the limitation described under Code Section 401(a)(17) for each Limitation Year.

the Employee Plans Compliance Resolution System.

401(a)(4) and 410 when considered together with the Required Aggregation Group.

less than the lesser of (A) 3 percent of his/her taxable Form W-2 Compensation, or (B) the Compensation percentage of the Key Employee whose percentage is the highest of all Participants for the Plan Year, which percentage is calculated by including both Employer Contributions (other than Safe Harbor Contributions) and Employee Contributions. The Company will make the required Employer Contribution for each eligible Non-Key Employee Participant whether or not he/she has made any Employee Contributions for the Plan Year, and regardless of his/her level of Form W-2 Compensation for the Plan Year.

intended provision of the Plan.

the Plan with any other plan, or the transfer of assets or liabilities by the Plan to another plan, each Participant will be entitled to receive a benefit immediately after the merger, consolidation or transfer, if the Plan then terminated, which is equal to or greater than the benefit he/she would have been entitled to receive immediately before the merger, consolidation, or transfer if the Plan had then terminated.

steps to correct the defect as promptly as practicable and in compliance with Section 4.1(f).

   

composed of at least three members, one of whom will be the Chairman. The Chairman of the Finance Committee will be the Company's Chief Financial Officer; provided that, if there is no Chief Financial Officer or if the Chief Financial Officer is unable or unwilling to serve, the Company’s Chief Human Resources Officer will appoint an acting Finance Committee Chairman (who may be the Chief Human Resources Officer). The Finance Committee Chairman appoints the other members of the Committee and may from time to time remove a member and appoint one or more new members. Any member may resign by delivering his/her written resignation to the Finance Committee Chairman.

acting in a prudent manner and relying in good faith upon the advice of the following professional advisers or consultant employed by an Employer or by either of the Committees: an attorney with respect to legal matters; a certified public accountant with respect to accounting matters; and investment advisers and consultants with respect to investment matters.

Any Fiduciary may employ one or more persons to render advice with respect to any responsibility such fiduciary has under the Plan or Trust Agreement. Each Fiduciary may, but need not, be a director, proprietor, partner, officer or Employee of an Employer. Nothing in the Plan shall be construed to prohibit any Fiduciary from:

Each Fiduciary shall be bonded as required by applicable law or statute of the United States, or of any state having appropriate jurisdiction, unless such bond may under such law or statute be waived by the parties to the Trust Agreement. The cost of such bond may be paid from the Trust Fund to the extent permitted by applicable law.

to the fullest extent permitted by law.

Plan and Trust expenses include but are not limited to (a) fees, charges and expenses of recordkeepers, attorneys, accountants, consultants, investment advisers and managers or other persons employed by the Committees, (b) the fees and expenses of the Trustee; (c) all expenses directly or indirectly incurred in connection with the operation and administration of the Plan and the investment of Plan assets; (d) office space used for the administration of the Plan; (e) the salary and related costs of any Employee or any other person who provides services to the Plan; and (f) any other costs or expenses incurred by the Committees or any other Fiduciary in carrying out their duties with respect to the Plan. The Plan may hire employees and pay them reasonable compensation, and may share employees with an Employer with a reasonable pro-ration of compensation. The Benefits Committee may direct the Trustee to reimburse the Employers for expenses they have paid directly on behalf of the Plan. Notwithstanding the preceding provisions of this Section or any other provision of the Plan or the Trust Agreement, no expenses, fees or charges may be paid from the Trust to the extent such payment would constitute a non-exempt prohibited transaction under ERISA or the Code.

process.

when the decision will be rendered, not later than the first meeting date after receiving the request for appeal. The Benefits Committee will notify the claimant in writing of its determination, within 5 days after it makes its decision on the appeal.

the Plan (including, without limitation, procedures covering any directions, elections, or other action by Participants, and the delivery of statements and other disclosure materials to such individuals), the Benefits Committee may provide for the use of electronic communications and other media.

The Plan will be construed in accordance with the laws of the State of Georgia, without regard to any choice-of-law rules, except to the extent such laws are preempted by ERISA and the Code and/or any other applicable federal law.

of 1934, and/or the Sarbanes-Oxley Act of 2002, to comply with such laws and regulations. To protect the interests of other Participants and beneficiaries, the Committee may impose penalties on any Participant who fails to comply with the Committee’s rules and procedures.

IN WITNESS WHEREOF, the undersigned officer has caused this amended and restated SunTrust Banks, Inc. 401(k) Plan to be executed this 24th day of December 2012, effective as of January 1, 2012, except that certain amendments are effective as of other dates stated in the affected sections of this Plan.

SUNTRUST BANKS, INC.            Attest:

By: /s/ Kenneth J. Carrig            By: /s/ Jill P. Cecil

Kenneth J. Carrig

Chief Human Resources Officer        Title: AVP – Legal Administrator