OMNIBUS AMENDMENT TO STOCK PLANS MAINTAINED BY SUNTRUST BANKS, INC.

Exhibit 10.12

OMNIBUS AMENDMENT TO STOCK PLANS MAINTAINED BY
SUNTRUST BANKS, INC.

WHEREAS, SunTrust Banks, Inc. (the “Corporation”) currently maintains a number of stock plans, many of which were inherited from predecessors as a result of mergers and acquisitions and the names of which are listed on the Exhibit I appended hereto and incorporated herein by reference; and

WHEREAS, there may be outstanding grants of stock, options, SARs, restricted stock or some other form of equity award; and

WHEREAS, the Corporation now considers it desirable to amend the Plans to meet the applicable requirements of Section 409A of the Internal Revenue Code of 1986 (as amended);

NOW, THEREFORE, BE IT RESOLVED that each of the Plans list on Exhibit I is hereby amended, effective as of January 1, 2009, to add an Appendix A to read as follows:

APPENDIX A

1. 409A Compliance. To the extent that amounts payable under this Plan are subject to Internal Revenue Code section 409A, the Plan is intended to comply with such section 409A and official guidance issued thereunder (collectively, “Section 409A”). Notwithstanding anything herein to the contrary, the Plan shall be interpreted, operated and administered in a manner consistent with this intention.

2. Effect on Stock Units and Other Awards Subject to 409A. No provision of the Plan (including any change in control provisions) shall affect the time or form of payment of any Stock Unit or other award under the Plan which is subject to Section 409A. And the grantee of a Stock Unit or other award under the Plan which is subject to Section 409A shall not be permitted to reduce the number of shares in his award or grant to satisfy the grantee’s tax withholding obligations.

IN WITNESS WHEREOF, the Corporation has caused this amendment to be executed this 31^st day of December, 2008.

SUNTRUST BANKS, INC.

By: /s/ Donna D. Lange
Name: Donna D. Lange
Title: SVP, Corporate Benefits Director

EXHIBIT I

LIST OF STOCK PLANS

As of December 31, 2008