SUNTRUST BANKS, INC. 401(k) PLAN Amended and Restated January 1, 2012 including amendments through December 31, 2012 ADDENDUM D QUALIFIED DOMESTIC RELATIONS ORDER PROCEDURES Table of Contents

As provided in Section 10.4, the Plan will make distributions in accordance with a Qualified Domestic Relations Order (QDRO) issued in accordance with Code Section 414(p) and ERISA Section 206(d)(3). Those statutes govern the payment of benefits earned by a Participant under the Plan to his/her Spouse, former Spouse, child(ren) or other dependents, to the extent awarded under a QDRO. The relevant provisions of the Code and ERISA are nearly identical. Each Spouse, former Spouse, child or other dependent who is entitled to benefits under a QDRO is called an Alternate Payee. The Code requires the Plan to provide the following procedures to assist eligible individuals and their representatives to obtain a QDRO from a state domestic relations court or agency under the state's domestic relations laws.

The order must constitute a judgment, decree or order (including approval of a property settlement agreement) made pursuant to a state domestic relations law (including community property law) that relates to the provision of child support, alimony payments or marital property rights to a Spouse, former Spouse, child or other dependent of a Participant (Alternate Payee).

Statutory Alternate Payee Group. The Plan will not honor any provision in a QDRO that names a contingent Alternate Payee to receive the awarded amount if the Alternate Payee dies before the Plan distributes the awarded amount, other than an individual who is within the Statutory Alternate Payee Group. The only person whom a QDRO may require to be treated as a Spouse is a former or current Spouse to whom the Participant is or was legally married. The Alternate Payee has the legal status of a beneficiary under the Plan. The Plan will honor a QDRO provision that names one or more contingent Alternate Payees who are within the Statutory Alternate Payee Group, to receive the awarded amount if the Alternate Payee dies before the Plan distributes the awarded amount. The Plan will honor a QDRO provision that names more than one of the Participant's dependents and specifies the order of succession. For example, if the Alternate Payee is a former Spouse who dies before receiving the award, the QDRO might provide that the Participant's children will receive the awarded amount in equal shares, or if no child survives, the Participant’s other dependent(s), if any, will receive the awarded amount. The Plan will not treat the spouse of any Alternate Payee who is not a Participant in his/her own right, as a Spouse for any purpose under the Plan.

(b)    Shared Payment Award. A shared-payment award gives the Alternate Payee a right to receive a stated dollar amount or percentage of the amount actually distributed to the Participant. If the QDRO awards the Alternate Payee a share of the amount to be distributed to the Participant in the future, the Plan will not make any payment under the QDRO until the Participant’s distribution date. The QDRO may specify a date or event as of which the award to the Alternate Payee will cease to be effective, e.g., the date the Alternate Payee remarries, or reaches the age of majority, or dies, etc.

  

 

(including a property settlement agreement) or other notice that a QDRO is being sought, and will provide a copy of this Addendum D and information about the Plan that is sufficient to permit the parties and/or their representatives to design and obtain a QDRO that complies with this Addendum and all other relevant provisions of the Plan. To the extent any court or agency with jurisdiction rules that a QDRO is inconsistent with this Addendum D, this Addendum will prevail and will govern the distribution that is made pursuant to the QDRO, which distribution will be consistent with this Addendum D.

Within a reasonable period after receiving the order, but no later than 18 months after the payment date specified in the order (see explanation of the 18‑month period in Section 8), the Committee will determine whether the proposed order is qualified and will notify the Participant and each Alternate Payee of the determination. The parties may designate representatives to receive the notices.

The Code and ERISA require a protection period of 18 months beginning on the date when the QDRO award will be payable if the proposed order should be approved. If the

Committee has provided the Alternate Payee with a written determination and explanation of defects in a proposed QDRO, and the defects are not corrected by the end of the 18-month protection period, the Plan may then pay to the Participant (or beneficiary) the entire benefit to which he/she would have been entitled if the proposed order had not been submitted (if the Participant is otherwise eligible for distribution). If the Committee determines, after the end of the 18-month period, that a revised order is qualified, the Plan will pay the QDRO award prospectively only, with no retroactive payment of interest. The QDRO may provide that the determination date is the calculation date. In situations where the award would be immediately payable if the order were immediately approved, the 18-month protection period begins to run on the date when the Committee receives the initial proposed QDRO. But in situations where the award would not be payable until a future date (for example, the Participant’s Termination Date), the 18-month period begins to run on the first date when the Alternate Payee could receive the distribution if he/ she elected to do so.