Common use of Payment of Award Clause in Contracts

Payment of Award. (a) Subject to §6(b), the total number of Restricted Stock Units (and related Dividend Equivalent Rights) which vest, if any, in accordance with §3, §4, or §5 of this Unit Agreement (the “Vested Units”) shall be paid in an equivalent number of shares of Stock on the specified dates, as follows: 33⅓% shall be paid on the first anniversary of the Grant Date; 33⅓% shall be paid on the second anniversary of the Grant Date; 33⅓% shall be paid on the third anniversary of the Grant Date. Payments made pursuant to this sub-paragraph (a) will deemed to be made on the specified date if such payment are made within the sixty (60) day period which commences immediately following the specified date. (b) Notwithstanding the specified dates set forth in §6(a), the total number of Vested Units shall be distributed in an equivalent number of shares of Stock upon the earliest to occur of the following: (i) the date of the Grantee’s death, (ii) the date of the Grantee’s Disability, or (iii) if prior to the date a Grantee becomes eligible for Retirement, the date of the Grantee’s Separation from Service. In the event payment is made pursuant to this sub-paragraph (b) such payment shall be made within the sixty (60) day period which commences immediately following the date of the applicable event. (c) Except as set forth below, the Vested Units shall be distributed in an equivalent number of shares of Stock; provided, however, the Grantee’s right to any fractional share of Stock shall be paid in cash. In the event the Restricted Stock Units (and related Dividend Equivalent Rights) vest following a Change in Control pursuant to § 4, the Vested Units shall be paid in cash, and the amount of the payment for each Vested Unit to be paid in cash will equal the Fair Market Value of a share of Stock on the date of the Change in Control. (d) Notwithstanding anything herein to the contrary, distributions may not be made to a Key Employee upon a Separation from Service before the date which is six (6) months after the date of the Key Employee’s Separation from Service (or, if earlier, the date of death of the Key Employee). Any payments that would otherwise be made during this period of delay shall be accumulated and paid in the seventh month following the Grantee’s Separation from Service. (e) The Grantee shall be entitled to a Dividend Equivalent Right for each Vested Unit. At the same time that the Vested Units are paid, SunTrust shall pay each Dividend Equivalent Right in shares of Stock to the Grantee, provided, however, the Grantee’s right to any fractional share of Stock shall be paid in cash. In the event the Restricted Stock Units vest pursuant to §4, related Dividend Equivalent Rights shall be paid in cash. (f) The Grantee will not have any shareholder rights with respect to the Restricted Stock Units, including the right to vote or receive dividends, unless and until shares of Stock are issued to the Grantee as payment of the vested Restricted Stock Units.

Payment of Award. (a) Subject to §6(b), the total number of Restricted Stock Units (and related Dividend Equivalent Rights) which vest, if any, in accordance with §3, §4, or §5 of this Unit Agreement (the “Vested Units”) shall be paid in an equivalent number of shares of Stock on the specified dates, as follows: 33⅓% [insert # equal to 33⅓%] shall be paid on the first anniversary of the Grant Date; 33⅓% [insert # equal to 33⅓%] shall be paid on the second anniversary of the Grant Date; 33⅓% [insert # equal to 33⅓%] shall be paid on the third anniversary of the Grant Date. Payments made pursuant to this sub-paragraph (a) will deemed to be made on the specified date if such payment are made within the sixty (60) day period which commences immediately following the specified date. (b) Notwithstanding the specified dates set forth in §6(a), the total number of Vested Units shall be distributed in an equivalent number of shares of Stock upon the earliest to occur of the following: (i) the date of the Grantee’s death, (ii) the date of the Grantee’s Disability, or (iii) if prior to the date a Grantee becomes eligible for Retirement, the date of the Grantee’s Separation from Service. In the event payment is made pursuant to this sub-paragraph (b) such payment shall be made within the sixty (60) day period which commences immediately following the date of the applicable event. (c) Except as set forth below, the Vested Units shall be distributed in an equivalent number of shares of Stock; provided, however, the Grantee’s right to any fractional share of Stock shall be paid in cash. In the event the Restricted Stock Units (and related Dividend Equivalent Rights) vest following a Change in Control pursuant to § 4, the Vested Units shall be paid in cash, and the amount of the payment for each Vested Unit to be paid in cash will equal the Fair Market Value of a share of Stock on the date of the Change in Control. (d) Notwithstanding anything herein to the contrary, distributions may not be made to a Key Employee upon a Separation from Service before the date which is six (6) months after the date of the Key Employee’s Separation from Service (or, if earlier, the date of death of the Key Employee). Any payments that would otherwise be made during this period of delay shall be accumulated and paid in the seventh month following the Grantee’s Separation from Service. (e) The Grantee shall be entitled to a Dividend Equivalent Right for each Vested Unit. At the same time that the Vested Units are paid, SunTrust shall pay each Dividend Equivalent Right in shares of Stock to the Grantee, provided, however, the Grantee’s right to any fractional share of Stock shall be paid in cash. In the event the Restricted Stock Units vest pursuant to §4, related Dividend Equivalent Rights shall be paid in cash. (f) The Grantee will not have any shareholder rights with respect to the Restricted Stock Units, including the right to vote or receive dividends, unless and until shares of Stock are issued to the Grantee as payment of the vested Restricted Stock Units.

Payment of Award. (a) Subject to §6(b), the total The number of vested Restricted Stock Units (and related Dividend Equivalent Rights) which vest, if any, in accordance with §3, §4, or §5 of payable pursuant to this Unit Agreement § 6 (the “Vested Units”) shall be paid determined in an equivalent number of shares of Stock on the specified datesaccordance with § 3, as follows: 33⅓% § 4 and § 5 above and shall be paid on the first anniversary of the Grant Date; 33⅓% shall be paid on the second anniversary of the Grant Date; 33⅓% shall be paid on the third anniversary of the Grant Date. Payments made pursuant to this sub-paragraph (a) will deemed to be made on the specified date if such payment are made within the sixty (60) day period which commences immediately following the specified date. (b) Notwithstanding the specified dates set forth in §6(a), the total number of Vested Units shall be distributed in an equivalent number of shares of Stock a lump sum upon the earliest to occur of the following: (i) the date of the Grantee’s death, (ii) the date of the Grantee’s Disability, or (iii) if prior to the date a Grantee becomes eligible for Retirement, the date of the Grantee’s Separation from ServiceService within two (2) years following a 409A Change in Control, or (iv) April 2014. In the event payment is made pursuant to this sub-paragraph (bi), (ii) or (iii) above, such payment shall be made within on the last day of the sixty (60) day period which commences immediately following the date of the applicable event. (c) . Except as set forth below, the Vested Units shall be distributed paid out in an equivalent number of shares of Stock; provided, however, the Grantee’s right to any fractional share of Stock shall be paid in cash. In the event the Restricted Stock Units (and related Dividend Equivalent Rights) vest following a Change in Control pursuant to § 4, the Vested Units shall be paid in cash, and the amount of the payment for each Vested Unit to be paid in cash will equal the Fair Market Value of a share of Stock on the date of the Change in Control. (d) . Notwithstanding anything herein to the contrary, distributions may not be made to a Key Employee upon a Separation from Service before the date which is six (6) months after the date of the Key Employee’s Separation from Service (or, if earlier, the date of death of the Key Employee). Any payments that would otherwise be made during this period of delay shall be accumulated and paid in the seventh month following the Grantee’s Separation from Service. (eb) The Grantee shall be entitled to a Dividend Equivalent Right for each Vested Unit. At the same time that the Vested Units are paid, SunTrust shall pay each Dividend Equivalent Right in shares of Stock to the Grantee, or, in the event the Restricted Stock Units vest pursuant to § 4, in cash; provided, however, the Grantee’s right to any fractional share of Stock shall be paid in cash. In the event the Restricted Stock Units vest pursuant to §4, related Dividend Equivalent Rights shall be paid in cash. (fc) The Grantee will not have any shareholder rights with respect to the Restricted Stock Units, including the right to vote or receive dividends, unless and until shares of Stock are issued to the Grantee as payment of the vested Restricted Stock Units.

Payment of Award. (a) Subject to §6(b), the The total number of Restricted Stock Units (and related Dividend Equivalent Rights) which vest, if any, in accordance with §3, §4, or §5 3 of this Unit Agreement (the “Vested Units”) shall be paid in an equivalent number of shares of Stock on the specified dates, as follows: 33⅓% shall be paid on the first anniversary a lump sum within 30 days of the Grant Vesting Date; 33⅓% shall be paid on the second anniversary of the Grant Date; 33⅓% shall be paid on the third anniversary of the Grant Date. Payments made pursuant to this sub-paragraph (a) will deemed to be made on the specified date if such payment are made within the sixty (60) day period which commences immediately following the specified date. (b) Notwithstanding the specified dates date set forth in §6(a), the total number of Vested Units shall be distributed in an equivalent number of shares of Stock a lump sum upon the earliest to occur of the following: (i) the date of the Grantee’s death, (ii) the date of the Grantee’s Disability, or (iii) if prior to the date a Grantee becomes eligible for Retirement, the date of the Grantee’s Separation from Service. In the event payment is made pursuant to this sub-paragraph (bi), (ii) or (iii) above, such payment shall be made within on the last day of the sixty (60) day period which commences immediately following the date of the applicable event. (c) . Except as set forth below, the Vested Units shall be distributed in an equivalent number of shares of Stock; provided, however, the Grantee’s right to any fractional share of Stock shall be paid in cash. In the event the Restricted Stock Units (and related Dividend Equivalent Rights) vest following a Change in Control pursuant to § §4, the Vested Units shall be paid in cash, and the amount of the payment for each Vested Unit to be paid in cash will equal the Fair Market Value of a share of Stock on the date of the Change in Control. (d) . Notwithstanding anything herein to the contrary, distributions may not be made to a Key Employee upon a Separation from Service before the date which is six (6) months after the date of the Key Employee’s Separation from Service (or, if earlier, the date of death of the Key Employee). Any payments that would otherwise be made during this period of delay shall be accumulated and paid in the seventh month following the Grantee’s Separation from Service. (ec) The Grantee shall be entitled to a Dividend Equivalent Right for each Vested Unit. At the same time that the Vested Units are paid, SunTrust shall pay each Dividend Equivalent Right in shares of Stock to the Grantee, provided, however, the Grantee’s right to any fractional share of Stock shall be paid in cash. In the event the Restricted Stock Units vest pursuant to §4, related Dividend Equivalent Rights shall be paid in cash. (f) The Grantee will not have any shareholder rights with respect to the Restricted Stock Units, including the right to vote or receive dividends, unless and until shares of Stock are issued to the Grantee as payment of the vested Restricted Stock Units.right

Payment of Award. (a) Subject to §6(b), the total number of Restricted Stock Units (and related Dividend Equivalent Rights) which vest, if any, in accordance with §3, §4, or §5 of this Unit Agreement (the “Vested Units”) shall be paid in an equivalent number of shares of Stock on the specified dates, as follows: 33⅓% [insert # equal to 33⅓%] shall be paid on the first anniversary of the Grant Date; 33⅓% [insert # equal to 33⅓%] shall be paid on the second anniversary of the Grant Date; 33⅓% [insert # equal to 33⅓%] shall be paid on the third anniversary of the Grant Date. Payments made pursuant to this sub-paragraph (a) will deemed to be made on the specified date if such payment are made within the sixty (60) day period which commences immediately following the specified date. (b) Notwithstanding the specified dates set forth in §6(a), the total number of Vested Units shall be distributed in an equivalent number of shares of Stock upon the earliest to occur of the following: (i) the date of the Grantee’s death, (ii) the date of the Grantee’s Disability, or (iii) if prior to the date a Grantee becomes eligible for Retirement, the date of the Grantee’s Separation from Service. In the event payment is made pursuant to this sub-paragraph (b) such payment shall be made within the sixty (60) day period which commences immediately following the date of the applicable eventevent . (c) Except as set forth below, the Vested Units shall be distributed in an equivalent number of shares of Stock; provided, however, the Grantee’s right to any fractional share of Stock shall be paid in cash. In the event the Restricted Stock Units (and related Dividend Equivalent Rights) vest following a Change in Control pursuant to § §4, the Vested Units shall be paid in cash, and the amount of the payment for each Vested Unit to be paid in cash will equal the Fair Market Value of a share of Stock on the date of the Change in Control. (d) Notwithstanding anything herein to the contrary, distributions may not be made to a Key Employee upon a Separation from Service before the date which is six (6) months after the date of the Key Employee’s Separation from Service (or, if earlier, the date of death of the Key Employee). Any payments that would otherwise be made during this period of delay shall be accumulated and paid in the seventh month following the Grantee’s Separation from Service. (e) The Grantee shall be entitled to a Dividend Equivalent Right for each Vested Unit. At the same time that the Vested Units are paid, SunTrust shall pay each Dividend Equivalent Right in shares of Stock to the Grantee, provided, however, the Grantee’s right to any fractional share of Stock shall be paid in cash. In the event the Restricted Stock Units vest pursuant to §4, related Dividend Equivalent Rights shall be paid in cash. (f) The Grantee will not have any shareholder rights with respect to the Restricted Stock Units, including the right to vote or receive dividends, unless and until shares of Stock are issued to the Grantee as payment of the vested Restricted Stock Units.

Payment of Award. (a) Subject to §6(b§ 7(b), the total number of Restricted Stock Units (and related Dividend Equivalent Rights) which vest, if any, in accordance with §3, §§ 4, § 5, or §5 § 6 of this Unit Agreement (the “Vested Units”) shall be paid in an equivalent number of shares of Stock a lump sum on the specified dates, as follows: 33⅓% : (i) [insert # - 50%] shall be paid on the first anniversary of the Grant Date; 33⅓% February 13, 2014, and (ii) [insert # - 50%] shall be paid on the second anniversary of the Grant Date; 33⅓% shall be paid on the third anniversary of the Grant Date. Payments made pursuant to this sub-paragraph (a) will deemed to be made on the specified date if such payment are made within the sixty (60) day period which commences immediately following the specified date.February 13, 2015 (b) Notwithstanding the specified dates set forth in §6(a§ 7(a), the total number of Vested Units shall be distributed paid in an equivalent number of shares of Stock a lump sum upon the earliest to occur of the following: (i) the date of the Grantee’s 's death, (ii) the date of the Grantee’s 's Disability, or (iii) if prior to the date a Grantee becomes eligible for Retirement, the date of the Grantee’s 's Separation from Service. In the event payment is made pursuant to this sub-paragraph (bi) or (ii) above, such payment shall be made within on the last day of the sixty (60) day period which commences immediately following the date of the applicable event. (c) . Except as set forth below, the Vested Units shall be distributed paid out in an equivalent number of shares of Stock; provided, however, the Grantee’s 's right to any fractional share of Stock shall be paid in cash. In the event the Restricted Stock Units (and related Dividend Equivalent Rights) vest following a Change in Control pursuant to § 45, the Vested Units shall be paid in cash, and the amount of the payment for each Vested Unit to be paid in cash will equal the Fair Market Value of a share of Stock on the date of the Change in Control. (d) . Notwithstanding anything herein to the contrary, distributions may not be made to a Key Employee upon a Separation from Service before the date which is six (6) months after the date of the Key Employee’s 's Separation from Service (or, if earlier, the date of death of the Key Employee). Any payments that would otherwise be made during this period of delay shall be accumulated and paid in the seventh month following the Grantee’s 's Separation from Service. (e) The Grantee shall be entitled to a Dividend Equivalent Right for each Vested Unit. At the same time that the Vested Units are paid, SunTrust shall pay each Dividend Equivalent Right in shares of Stock to the Grantee, provided, however, the Grantee’s right to any fractional share of Stock shall be paid in cash. In the event the Restricted Stock Units vest pursuant to §4, related Dividend Equivalent Rights shall be paid in cash. (f) The Grantee will not have any shareholder rights with respect to the Restricted Stock Units, including the right to vote or receive dividends, unless and until shares of Stock are issued to the Grantee as payment of the vested Restricted Stock Units.

Payment of Award. (a) Subject to §§ 6(b), the total number of Restricted Stock Units (and related Dividend Equivalent Rights) which vest, if any, in accordance with §§ 3, §§ 4, or §§ 5 of this Unit Agreement (the “Vested Units”) shall be paid in an equivalent number of shares of Stock a lump sum on the specified dates, as follows: 33⅓% shall be paid on the first anniversary of the Grant Date; 33⅓% shall be paid on the second anniversary of the Grant Date; 33⅓% 50% shall be paid on the third anniversary of the Grant Date. Payments made pursuant to this sub-paragraph (a) will deemed to ; 50% shall be made paid on the specified date if such payment are made within fourth anniversary of the sixty (60) day period which commences immediately following the specified date.Grant Date; (b) Notwithstanding the specified dates set forth in §§ 6(a), the total number of Vested Units shall be distributed in an equivalent number of shares of Stock a lump sum upon the earliest to occur of the following: (i) the date of the Grantee’s death, (ii) the date of the Grantee’s Disability, or (iii) if prior to the date a Grantee becomes eligible for Retirement, the date of the Grantee’s Separation from Service. In the event payment is made pursuant to this sub-paragraph (bi), (ii) or (iii) above, such payment shall be made within on the last day of the sixty (60) day period which commences immediately following the date of the applicable event. (c) . Except as set forth below, the Vested Units shall be distributed in an equivalent number of shares of Stock; provided, however, the Grantee’s right to any fractional share of Stock shall be paid in cash. In the event the Restricted Stock Units (and related Dividend Equivalent Rights) vest following a Change in Control pursuant to § 4, the Vested Units shall be paid in cash, and the amount of the payment for each Vested Unit to be paid in cash will equal the Fair Market Value of a share of Stock on the date of the Change in Control. (d) . Notwithstanding anything herein to the contrary, distributions may not be made to a Key Employee upon a Separation from Service before the date which is six (6) months after the date of the Key Employee’s Separation from Service (or, if earlier, the date of death of the Key Employee). Any payments that would otherwise be made during this period of delay shall be accumulated and paid in the seventh month following the Grantee’s Separation from Service. (ec) The Grantee shall be entitled to a Dividend Equivalent Right for each Vested Unit. At the same time that the Vested Units are paid, SunTrust shall pay each Dividend Equivalent Right in shares of Stock to the Grantee, provided, however, the Grantee’s right to any fractional share of Stock shall be paid in cash. In the event the Restricted Stock Units vest pursuant to §§ 4, related Dividend Equivalent Rights shall be paid in cash. (fd) The Grantee will not have any shareholder rights with respect to the Restricted Stock Units, including the right to vote or receive dividends, unless and until shares of Stock are issued to the Grantee as payment of the vested Restricted Stock Units.

Payment of Award. (a) Subject to §§ 6(b), the total number of Restricted Stock Units (and related Dividend Equivalent Rights) which vest, if any, in accordance with §§ 3, §§ 4, or §§ 5 of this Unit Agreement (the “Vested Units”) shall be paid in an equivalent number of shares of Stock a lump sum on the specified dates, as follows: 33⅓% : (i) [insert # - 1/3rd] shall be paid on the first anniversary of the Grant Date; 33⅓% March 31, 2012, (ii) [insert # - 1/3rd] shall be paid on the second anniversary of the Grant Date; 33⅓% March 31, 2013, and (iii) [insert # - 1/3rd] shall be paid on the third anniversary of the Grant Date. Payments made pursuant to this sub-paragraph (a) will deemed to be made on the specified date if such payment are made within the sixty (60) day period which commences immediately following the specified dateMarch 31, 2014. (b) Notwithstanding the specified dates set forth in §§ 6(a), the total number of Vested Units shall be distributed paid in an equivalent number of shares of Stock a lump sum upon the earliest to occur of the following: (i) the date of the Grantee’s death, (ii) the date of the Grantee’s Disability, or (iii) if prior to the date a Grantee becomes eligible for Retirement, the date of the Grantee’s Separation from Service. In the event payment is made pursuant to this sub-paragraph (bi), (ii) or (iii) above, such payment shall be made within on the last day of the sixty (60) day period which commences immediately following the date of the applicable event. (c) . Except as set forth below, the Vested Units shall be distributed paid out in an equivalent number of shares of Stock; provided, however, the Grantee’s right to any fractional share of Stock shall be paid in cash. In the event the Restricted Stock Units (and related Dividend Equivalent Rights) vest following a Change in Control pursuant to § 4, the Vested Units shall be paid in cash, and the amount of the payment for each Vested Unit to be paid in cash will equal the Fair Market Value of a share of Stock on the date of the Change in Control. (d) . Notwithstanding anything herein to the contrary, distributions may not be made to a Key Employee upon a Separation from Service before the date which is six (6) months after the date of the Key Employee’s Separation from Service (or, if earlier, the date of death of the Key Employee). Any payments that would otherwise be made during this period of delay shall be accumulated and paid in the seventh month following the Grantee’s Separation from Service. (ec) The Grantee shall be entitled to a Dividend Equivalent Right for each Vested Unit. At the same time that the Vested Units are paid, SunTrust shall pay each Dividend Equivalent Right in shares of Stock to the Grantee, or, in the event the Restricted Stock Units vest pursuant to § 4, in cash; provided, however, the Grantee’s right to any fractional share of Stock shall be paid in cash. In the event the Restricted Stock Units vest pursuant to §4, related Dividend Equivalent Rights shall be paid in cash. (fd) The Grantee will not have any shareholder rights with respect to the Restricted Stock Units, including the right to vote or receive dividends, unless and until shares of Stock are issued to the Grantee as payment of the vested Restricted Stock Units.

Payment of Award. (a) Subject to §6(b)14, the total number of vested Restricted Stock Units (and related Dividend Equivalent Rights) which vest, if any, in accordance with payable pursuant to this §3, §4, or §5 of this Unit Agreement 7 (the “Vested Units”) shall be paid determined in an equivalent number of shares of Stock on the specified datesaccordance with §4, as follows: 33⅓% §5 and §6 above and shall be paid on the first anniversary of the Grant Date; 33⅓% shall be paid on the second anniversary of the Grant Date; 33⅓% shall be paid on the third anniversary of the Grant Date. Payments made pursuant to this sub-paragraph (a) will deemed to be made on the specified date if such payment are made within the sixty (60) day period which commences immediately following the specified date. (b) Notwithstanding the specified dates set forth in §6(a), the total number of Vested Units shall be distributed in an equivalent number of shares of Stock a lump sum upon the earliest to occur of the following: (i) the date last day of the Performance Period during which the Grantee’s death's death occurred, (ii) the last day of the Performance Period during which the Grantee's Disability occurred, (iii) the date of the Grantee’s Disability's Separation from Service within two (2) years following a 409A Change in Control, or (iiiiv) if prior to the date a Grantee becomes eligible for RetirementFebruary 26, the date of the Grantee’s Separation from Service2016. In the event payment is made pursuant to this sub-paragraph (bi), (ii) or (iii) above, such payment shall be made within on the last day of the sixty (60) day period which commences immediately following the date of dates described in sub-paragraph (i), (ii) or (iii). In the applicable event. event payment is made pursuant to sub-paragraph (civ) above, such payment shall be made within 30 days following February 26, 2016. Except as set forth below, the Vested Units shall be distributed paid out in an equivalent number of shares of Stock; provided, however, the Grantee’s 's right to any fractional share of Stock shall be paid in cash. In the event the Restricted Stock Units (and related Dividend Equivalent Rights) vest following a Change in Control pursuant to § §4, the Vested Units shall be paid in cash, and the amount of the payment for each Vested Unit to be paid in cash will equal the Fair Market Value of a share of Stock on the date of the Change in Control. (d) . Notwithstanding anything herein to the contrary, distributions may not be made to a Key Employee upon a Separation from Service before the date which is six (6) months after the date of the Key Employee’s 's Separation from Service (or, if earlier, the date of death of the Key Employee). Any payments that would otherwise be made during this period of delay shall be accumulated and paid in the seventh month following the Grantee’s Separation from Servicepaid. (eb) The Grantee shall be entitled to a Dividend Equivalent Right for each Vested Unit. At the same time that the Vested Units are paid, SunTrust shall pay each Dividend Equivalent Right in shares of Stock to the Grantee, or, in the event the Restricted Stock Units vest pursuant to §5, in cash; provided, however, the Grantee’s 's right to any fractional share of Stock shall be paid in cash. In the event the Restricted Stock Units vest pursuant to §4, related Dividend Equivalent Rights shall be paid in cash. (fc) The Grantee will not have any shareholder rights with respect to the Restricted Stock Units, including the right to vote or receive dividends, unless and until shares of Stock are issued to the Grantee as payment of the vested Restricted Stock Units. (d) In the event that the date of the shareholder approval required by §14 of this Unit Agreement occurs after any payment date contemplated in this §7, then the Restricted Stock Units shall be paid within a reasonable time after the date such shareholder approval is obtained but in no event later than two and one-half months after the end of the calendar year in which the Restricted Stock Units vest.

Payment of Award. (a) Subject to §6(b), the total The number of vested Restricted Stock Units (and related Dividend Equivalent Rights) which vest, if any, in accordance with §3, §4, or §5 of payable pursuant to this Unit Agreement § 6 (the “Vested Units”) shall be paid determined in an equivalent number of shares of Stock on the specified datesaccordance with § 3, as follows: 33⅓% § 4 and § 5 above and shall be paid on the first anniversary of the Grant Date; 33⅓% shall be paid on the second anniversary of the Grant Date; 33⅓% shall be paid on the third anniversary of the Grant Date. Payments made pursuant to this sub-paragraph (a) will deemed to be made on the specified date if such payment are made within the sixty (60) day period which commences immediately following the specified date. (b) Notwithstanding the specified dates set forth in §6(a), the total number of Vested Units shall be distributed in an equivalent number of shares of Stock a lump sum upon the earliest to occur of the following: (i) the date of the Grantee’s 's death, (ii) the date of the Grantee’s 's Disability, or (iii) if prior to the date a Grantee becomes eligible for Retirement, the date of the Grantee’s 's Separation from ServiceService within two (2) years following a 409A Change in Control, or (iv) February 14, 2015. In the event payment is made pursuant to this sub-paragraph (bi), (ii) or (iii) above, such payment shall be made within on the last day of the sixty (60) day period which commences immediately following the date of the applicable event. . In the event payment is made pursuant to sub-paragraph (civ) above, such payment shall be made within 30 days following February 14, 2015. Except as set forth below, the Vested Units shall be distributed paid out in an equivalent number of shares of Stock; provided, however, the Grantee’s 's right to any fractional share of Stock shall be paid in cash. In the event the Restricted Stock Units (and related Dividend Equivalent Rights) vest following a Change in Control pursuant to § 4, the Vested Units shall be paid in cash, and the amount of the payment for each Vested Unit to be paid in cash will equal the Fair Market Value of a share of Stock on the date of the Change in Control. (d) . Notwithstanding anything herein to the contrary, distributions may not be made to a Key Employee upon a Separation from Service before the date which is six (6) months after the date of the Key Employee’s 's Separation from Service (or, if earlier, the date of death of the Key Employee). Any payments that would otherwise be made during this period of delay shall be accumulated and paid in the seventh month following the Grantee’s 's Separation from Service. (eb) The Grantee shall be entitled to a Dividend Equivalent Right for each Vested Unit. At the same time that the Vested Units are paid, SunTrust shall pay each Dividend Equivalent Right in shares of Stock to the Grantee, or, in the event the Restricted Stock Units vest pursuant to §4, in cash; provided, however, the Grantee’s 's right to any fractional share of Stock shall be paid in cash. In the event the Restricted Stock Units vest pursuant to §4, related Dividend Equivalent Rights shall be paid in cash. (fc) The Grantee will not have any shareholder rights with respect to the Restricted Stock Units, including the right to vote or receive dividends, unless and until shares of Stock are issued to the Grantee as payment of the vested Restricted Stock Units.

Payment of Award. (a) Subject to §§ 6(b), the total number of Restricted Stock Units (and related Dividend Equivalent Rights) which vest, if any, in accordance with §§ 3, §§ 4, or §§ 5 of this Unit Agreement (the “Vested Units”) shall be paid in an equivalent number of shares of Stock a lump sum on the specified dates, as follows: 33⅓% [insert # equal to 33⅓%] shall be paid on the first anniversary of the Grant Date; 33⅓% [insert # equal to 33⅓%] shall be paid on the second anniversary of the Grant Date; 33⅓% [insert # equal to 33⅓%] shall be paid on the third anniversary of the Grant Date. Payments made pursuant to this sub-paragraph (a) will deemed to be made on the specified date if such payment are made within the sixty (60) day period which commences immediately following the specified date.; (b) Notwithstanding the specified dates set forth in §§ 6(a), the total number of Vested Units shall be distributed in an equivalent number of shares of Stock a lump sum upon the earliest to occur of the following: (i) the date of the Grantee’s death, (ii) the date of the Grantee’s Disability, or (iii) if prior to the date a Grantee becomes eligible for Retirement, the date of the Grantee’s Separation from Service. In the event payment is made pursuant to this sub-paragraph (bi), (ii) or (iii) above, such payment shall be made within on the last day of the sixty (60) day period which commences immediately following the date of the applicable event. (c) . Except as set forth below, the Vested Units shall be distributed in an equivalent number of shares of Stock; provided, however, the Grantee’s right to any fractional share of Stock shall be paid in cash. In the event the Restricted Stock Units (and related Dividend Equivalent Rights) vest following a Change in Control pursuant to § 4, the Vested Units shall be paid in cash, and the amount of the payment for each Vested Unit to be paid in cash will equal the Fair Market Value of a share of Stock on the date of the Change in Control. (d) . Notwithstanding anything herein to the contrary, distributions may not be made to a Key Employee upon a Separation from Service before the date which is six (6) months after the date of the Key Employee’s Separation from Service (or, if earlier, the date of death of the Key Employee). Any payments that would otherwise be made during this period of delay shall be accumulated and paid in the seventh month following the Grantee’s Separation from Service. (ec) The Grantee shall be entitled to a Dividend Equivalent Right for each Vested Unit. At the same time that the Vested Units are paid, SunTrust shall pay each Dividend Equivalent Right in shares of Stock to the Grantee, provided, however, the Grantee’s right to any fractional share of Stock shall be paid in cash. In the event the Restricted Stock Units vest pursuant to §§ 4, related Dividend Equivalent Rights shall be paid in cash. (fd) The Grantee will not have any shareholder rights with respect to the Restricted Stock Units, including the right to vote or receive dividends, unless and until shares of Stock are issued to the Grantee as payment of the vested Restricted Stock Units.

Payment of Award. (a) Subject to §6(b), the total number of Restricted Stock Units (and related Dividend Equivalent Rights) which vest, if any, in accordance with §3, §4, or §5 of this Unit Agreement (the “Vested Units”) shall be paid in an equivalent number of shares of Stock on the specified dates, as follows: 33⅓% [insert # equal to 33⅓%] shall be paid on the first anniversary of the Grant Date; 33⅓% [insert # equal to 33⅓%] shall be paid on the second anniversary of the Grant Date; 33⅓% [insert # equal to 33⅓%] shall be paid on the third anniversary of the Grant Date. Payments made pursuant to this sub-paragraph (a) will deemed to be made on the specified date if such payment are made within the sixty (60) day period which commences immediately following the specified date. (b) Notwithstanding the specified dates set forth in §6(a), the total number of Vested Units shall be distributed in an equivalent number of shares of Stock upon the earliest to occur of the following: (i) the date of the Grantee’s death, (ii) the date of the Grantee’s Disability, or (iii) if prior to the date a Grantee becomes eligible for Retirement, the date of the Grantee’s Separation from Service. In the event payment is made pursuant to this sub-paragraph (b) such payment shall be made within the sixty (60) day period which commences immediately following the date of the applicable eventevent . (c) Except as set forth below, the Vested Units shall be distributed in an equivalent number of shares of Stock; provided, however, the Grantee’s right to any fractional share of Stock shall be paid in cash. In the event the Restricted Stock Units (and related Dividend Equivalent Rights) vest following a Change in Control pursuant to § §4, the Vested Units shall be paid in cash, and the amount of the payment for each Vested Unit to be paid in cash will equal the Fair Market Value of a share of Stock on the date of the Change in Control. (d) Notwithstanding anything herein to the contrary, distributions may not be made to a Key Employee upon a Separation from Service before the date which is six (6) months after the date of the Key Employee’s Separation from Service (or, if earlier, the date of death of the Key Employee). Any payments that would otherwise be made during this period of delay shall be accumulated and paid in the seventh month following the Grantee’s Separation from Service. (e) The Grantee shall be entitled to a Dividend Equivalent Right for each Vested Unit. At the same time that the Vested Units are paid, SunTrust shall pay each Dividend Equivalent Right in shares of Stock to the Grantee, provided, however, the Grantee’s right to any fractional share of Stock shall be paid in cash. In the event the Restricted Stock Units vest pursuant to §4, related Dividend Equivalent Rights shall be paid in cash. (f) The Grantee will not have any shareholder rights with respect to the Restricted Stock Units, including the right to vote or receive dividends, unless and until shares of Stock are issued to the Grantee as payment of the vested Restricted Stock Units. §7. COVENANTS, RESTRICTIONS AND LIMITATIONS.

Payment of Award. (a) Subject to §6(b), the total The number of vested Restricted Stock Units (and related Dividend Equivalent Rights) which vest, if any, payable pursuant to this §7 (the “Vested Units”) shall be determined in accordance with §3, §4, or §5 of this Unit Agreement (the “Vested Units”) and §6 above and shall be paid in an equivalent number of shares of Stock a lump sum on the specified dates, as follows: 33⅓% shall be paid on the first anniversary of the Grant Date; 33⅓% shall be paid on the second anniversary of the Grant Date; 33⅓% shall be paid on the third anniversary of the Grant Vesting Date. Payments made pursuant to this sub-paragraph (a) will deemed to be made on the specified date if such payment are made within the sixty (60) day period which commences immediately following the specified date. (b) Notwithstanding the specified dates set forth in §6(a), the total number of Vested Units shall be distributed in an equivalent number of shares of Stock upon the earliest to occur of the following: (i) the date of the Grantee’s death, (ii) the date of the Grantee’s Disability, or (iii) if prior to the date a Grantee becomes eligible for Retirement, the date of the Grantee’s Separation from Service. In the event payment is made pursuant to this sub-paragraph (b) such payment shall be made within the sixty (60) day period which commences immediately following the date of the applicable event. (c) Except as set forth below, the Vested Units shall be distributed paid out in an equivalent number of shares of Stock; provided, however, the Grantee’s 's right to any fractional share of Stock shall be paid in cash. In the event the Restricted Stock Units (and related Dividend Equivalent Rights) vest following a Change in Control pursuant to § 4, the Vested Units shall be paid in cash, and the amount of the payment for each Vested Unit to be paid in cash will equal the Fair Market Value of a share of Stock on the date of the Change in Control. (d) Notwithstanding anything herein to the contrary, distributions may not be made to a Key Employee upon a Separation from Service before the date which is six (6) months after the date of the Key Employee’s 's Separation from Service (or, if earlier, the date of death of the Key Employee). Any payments that would otherwise be made during this period of delay shall be accumulated and paid in the seventh month following the Grantee’s 's Separation from Service. (eb) The Grantee shall be entitled to a Dividend Equivalent Right for each Vested Unit. At the same time that the Vested Units are paid, SunTrust shall pay each Dividend Equivalent Right in shares of Stock to the Grantee, or, in the event the Restricted Stock Units vest pursuant to §6, in cash; provided, however, the Grantee’s 's right to any fractional share of Stock shall be paid in cash. In the event the Restricted Stock Units vest pursuant to §4, related Dividend Equivalent Rights shall be paid in cash. (fc) The Grantee will not have any shareholder rights with respect to the Restricted Stock Units, including the right to vote or receive dividends, unless and until shares of Stock are issued to the Grantee as payment of the vested Restricted Stock Units.

Payment of Award. (a) Subject to §§ 6(b), the total number of Restricted Stock Units (and related Dividend Equivalent Rights) which vest, if any, in accordance with §§ 3, §§ 4, or §§ 5 of this Unit Agreement (the “Vested Units”) shall be paid in an equivalent number of shares of Stock a lump sum on the specified dates, as follows: 33⅓% [insert # equal to 33⅓%] shall be paid on the first anniversary of the Grant Date; 33⅓% [insert # equal to 33⅓%] shall be paid on the second anniversary of the Grant Date; 33⅓% [insert # equal to 33⅓%] shall be paid on the third anniversary of the Grant Date. Payments made pursuant to this sub-paragraph (a) will deemed to be made on the specified date if such payment are made within the sixty (60) day period which commences immediately following the specified date.; (b) Notwithstanding the specified dates set forth in §§ 6(a), the total number of Vested Units shall be distributed in an equivalent number of shares of Stock a lump sum upon the earliest to occur of the following: (i) the date of the Grantee’s death, (ii) the date of the Grantee’s Disability, or (iii) if prior to the date a Grantee becomes eligible for Retirement, the date of the Grantee’s Separation from Service. In the event payment is made pursuant to this sub-paragraph (bi), (ii) or (iii) above, such payment shall be made within on the last day of the sixty (60) day period which commences immediately following the date of the applicable event. (c) . Except as set forth below, the Vested Units shall be distributed in an equivalent number of shares of Stock; provided, however, the Grantee’s right to any fractional share of Stock shall be paid in cash. In the event the Restricted Stock Units (and related Dividend Equivalent Rights) vest following a Change in Control pursuant to § 4, the Vested Units shall be paid in cash, and the amount of the payment for each Vested Unit to be paid in cash will equal the Fair Market Value of a share of Stock on the date of the Change in Control. (d) . Notwithstanding anything herein to the contrary, distributions may not be made to a Key Employee upon a Separation from Service before the date which is six (6) months after the date of the Key Employee’s Separation from Service (or, if earlier, the date of death of the Key Employee). Any payments that would otherwise be made during this period of delay shall be accumulated and paid in the seventh month following the Grantee’s Separation from Service. (ec) The Grantee shall be entitled to a Dividend Equivalent Right for each Vested Unit. At the same time that the Vested Units are paid, SunTrust shall pay each Dividend Equivalent Right in shares of Stock to the Grantee, provided, however, the Grantee’s right to any fractional share of Stock shall be paid in cash. In the event the Restricted Stock Units vest pursuant to §§ 4, related Dividend Equivalent Rights shall be paid in cash. (fd) The Grantee will not have any shareholder rights with respect to the Restricted Stock Units, including the right to vote or receive dividends, unless and until shares of Stock are issued to the Grantee as payment of the vested Restricted Stock Units.

Payment of Award. (a) Subject to §§ 6(b), the total number of Restricted Stock Units (and related Dividend Equivalent Rights) which vest, if any, in accordance with §§ 3, §§ 4, or §§ 5 of this Unit Agreement (the “Vested Units”) shall be paid in an equivalent number of shares of Stock a lump sum on the specified dates, as follows: 33⅓% shall be paid on the first anniversary of the Grant Date; 33⅓% 50% shall be paid on the second anniversary of the Grant Date; 33⅓% 50% shall be paid on the third anniversary of the Grant Date. Payments made pursuant to this sub-paragraph (a) will deemed to be made on the specified date if such payment are made within the sixty (60) day period which commences immediately following the specified date.; (b) Notwithstanding the specified dates set forth in §§ 6(a), the total number of Vested Units shall be distributed in an equivalent number of shares of Stock a lump sum upon the earliest to occur of the following: (i) the date of the Grantee’s death, (ii) the date of the Grantee’s Disability, or (iii) if prior to the date a Grantee becomes eligible for Retirement, the date of the Grantee’s Separation from Service. In the event payment is made pursuant to this sub-paragraph (bi), (ii) or (iii) above, such payment shall be made within on the last day of the sixty (60) day period which commences immediately following the date of the applicable event. (c) . Except as set forth below, the Vested Units shall be distributed in an equivalent number of shares of Stock; provided, however, the Grantee’s right to any fractional share of Stock shall be paid in cash. In the event the Restricted Stock Units (and related Dividend Equivalent Rights) vest following a Change in Control pursuant to § 4, the Vested Units shall be paid in cash, and the amount of the payment for each Vested Unit to be paid in cash will equal the Fair Market Value of a share of Stock on the date of the Change in Control. (d) . Notwithstanding anything herein to the contrary, distributions may not be made to a Key Employee upon a Separation from Service before the date which is six (6) months after the date of the Key Employee’s Separation from Service (or, if earlier, the date of death of the Key Employee). Any payments that would otherwise be made during this period of delay shall be accumulated and paid in the seventh month following the Grantee’s Separation from Service. (ec) The Grantee shall be entitled to a Dividend Equivalent Right for each Vested Unit. At the same time that the Vested Units are paid, SunTrust shall pay each Dividend Equivalent Right in shares of Stock to the Grantee, provided, however, the Grantee’s right to any fractional share of Stock shall be paid in cash. In the event the Restricted Stock Units vest pursuant to §§ 4, related Dividend Equivalent Rights shall be paid in cash. (fd) The Grantee will not have any shareholder rights with respect to the Restricted Stock Units, including the right to vote or receive dividends, unless and until shares of Stock are issued to the Grantee as payment of the vested Restricted Stock Units.

Payment of Award. (a) Subject Payment of the shares of Stock eligible to §6(b), vest with respect to the total number Retention Period shall be conditioned upon certification by the Committee of Restricted Stock Units (and related Dividend Equivalent Rights) which vest, if any, in accordance with §3, §4, or §5 the Company’s achievement of any corporate performance target established by the Committee for purposes of this Unit Agreement (the “Vested UnitsPerformance Target”) shall be paid for each year ending within the Retention Period. If the Committee determines that the Performance Target established for any year ending within the Retention Period has not been achieved, the Grantee will forfeit all, and will not vest in an equivalent number of shares of Stock on the specified datesany, as follows: 33⅓% shall be paid on the first anniversary of the Grant Date; 33⅓% shall be paid on the second anniversary of the Grant Date; 33⅓% shall be paid on the third anniversary of the Grant Date. Payments made pursuant to this sub-paragraph (a) will deemed Restricted Stock Units eligible to be made on earned with respect to the specified date if such payment are made within the sixty (60) day period which commences immediately following the specified dateRetention Period. (b) Notwithstanding the specified dates set forth in §6(a), the total number of Vested Units shall be distributed in an equivalent number of shares Shares of Stock upon the earliest to occur of the following: (i) the date of the Grantee’s death, (ii) the date of the Grantee’s Disability, or (iii) if prior to the date a Grantee becomes eligible for Retirement, the date of the Grantee’s Separation from Service. In the event payment is made that vest and become payable pursuant to this sub-paragraph (b) such payment section 2 shall be made within delivered as soon as administratively practicable following the last day of the Retention Period (but in no event later than sixty (60) day period which commences immediately days following the date last day of the applicable eventRetention Period). (c) Except Notwithstanding the provisions of sections 2(a), 2(b) and 4 hereof or any other provision of this Agreement or the Plan, if (i) the Grantee is a party to an Executive Retention Employment Agreement with the Company (as set forth belowamended from time to time, “Retention Agreement”) and has not waived his or her rights, either entirely or in pertinent part, under such Retention Agreement, and (ii) the Vested Units shall be distributed Effective Date (as defined in an equivalent number the Retention Agreement) has occurred and the Employment Period (as defined in the Retention Agreement) has commenced and has not terminated pursuant to section 3(b) of shares of Stock; providedthe Retention Agreement then, howeverso long as the Grantee is then providing Service, the Grantee’s right to any fractional share of Stock shall be paid in cash. In the event the Restricted Stock Units (and related Dividend Equivalent Rights) shall vest following upon a Change of Control as defined in Control pursuant to § 4the Retention Agreement (“Change of Control”), instead of in accordance with the Vested Units shall be paid vesting schedule set forth in cash, and the amount of the payment for each Vested Unit to be paid in cash will equal the Fair Market Value of a share of Stock on the date of the Change in Controlthis section 2. (d) Notwithstanding anything herein the provisions of sections 2(a), 2(b) and 4 hereof or any other provision of this Agreement or the Plan, if the Grantee is not a party to a Retention Agreement with the Company, upon the occurrence of a Change in Control as defined, as of the date hereof, in the Plan for all purposes of this Agreement (“Change in Control”), and so long as the Grantee is still providing Service on the date of such occurrence, 50% of the Restricted Stock Units shall vest upon such Change in Control. The remainder of the Restricted Stock Units shall remain outstanding (on a converted basis, if applicable) and shall remain subject to the contrary, distributions may not be made to a Key Employee upon a Separation terms and conditions of the Plan and this Agreement. If the Grantee remains in Service from Service before the date which is six (6) months after of a Change in Control to the date of the Key Employee’s Separation from Service (orfirst anniversary of such Change in Control, or if earlierprior to the first anniversary of such Change in Control, the date of death Grantee is involuntarily terminated other than for Cause or Disability, the 50% of the Key Employee). Any payments Restricted Stock Units outstanding immediately prior to such Change in Control that would otherwise be made during this period did not become vested at the time of delay such Change in Control shall be accumulated and paid vest on the earlier of (1) the first anniversary of such Change in Control or (2) the seventh month following date on which the Grantee’s Separation from ServiceService is involuntarily terminated other than for Cause or Disability. (e) The Grantee shall be entitled to If as a Dividend Equivalent Right for each Vested Unit. At result of a Change of Control or a Change in Control, as applicable, the same time that the Vested Units are paid, SunTrust shall pay each Dividend Equivalent Right in shares of Stock to are exchanged for or converted into a different form of equity security and/or the Grantee, provided, however, the Grantee’s right to any fractional share receive other property (including cash), payment in respect of Stock shall be paid in cash. In the event the Restricted Stock Units vest pursuant to §4shall, related Dividend Equivalent Rights shall be paid in cash. (f) The Grantee will not have any shareholder rights with respect to the Restricted Stock Unitsmaximum extent practicable, including be made in the right to vote or receive dividends, unless and until shares of Stock are issued to the Grantee as payment of the vested Restricted Stock Unitssame form.

Payment of Award. (a) Subject to §6(b), the total The number of vested Restricted Stock Units (and related Dividend Equivalent Rights) which vest, if any, in accordance with payable pursuant to this §3, §4, or §5 of this Unit Agreement 6 (the “Vested Units”) shall be paid determined in an equivalent number of shares of Stock on the specified datesaccordance with §3, as follows: 33⅓% §4 and §5 above and shall be paid on the first anniversary of the Grant Date; 33⅓% shall be paid on the second anniversary of the Grant Date; 33⅓% shall be paid on the third anniversary of the Grant Date. Payments made pursuant to this sub-paragraph (a) will deemed to be made on the specified date if such payment are made within the sixty (60) day period which commences immediately following the specified date. (b) Notwithstanding the specified dates set forth in §6(a), the total number of Vested Units shall be distributed in an equivalent number of shares of Stock a lump sum upon the earliest to occur of the following: (i) the date of the Grantee’s 's death, (ii) the date of the Grantee’s 's Disability, or (iii) if prior to the date a Grantee becomes eligible for Retirement, the date of the Grantee’s 's Separation from ServiceService within two (2) years following a 409A Change in Control, or (iv) February 26, 2016. In the event payment is made pursuant to this sub-paragraph (bi), (ii) or (iii) above, such payment shall be made within on the last day of the sixty (60) day period which commences immediately following the date of the applicable event. . In the event payment is made pursuant to sub-paragraph (civ) above, such payment shall be made within 30 days following February 26, 2016. Except as set forth below, the Vested Units shall be distributed paid out in an equivalent number of shares of Stock; provided, however, the Grantee’s 's right to any fractional share of Stock shall be paid in cash. In the event the Restricted Stock Units (and related Dividend Equivalent Rights) vest following a Change in Control pursuant to § §4, the Vested Units shall be paid in cash, and the amount of the payment for each Vested Unit to be paid in cash will equal the Fair Market Value of a share of Stock on the date of the Change in Control. (d) . Notwithstanding anything herein to the contrary, distributions may not be made to a Key Employee upon a Separation from Service before the date which is six (6) months after the date of the Key Employee’s 's Separation from Service (or, if earlier, the date of death of the Key Employee). Any payments that would otherwise be made during this period of delay shall be accumulated and paid in the seventh month following the Grantee’s 's Separation from Service. (eb) The Grantee shall be entitled to a Dividend Equivalent Right for each Vested Unit. At the same time that the Vested Units are paid, SunTrust shall pay each Dividend Equivalent Right in shares of Stock to the Grantee, or, in the event the Restricted Stock Units vest pursuant to §4, in cash; provided, however, the Grantee’s 's right to any fractional share of Stock shall be paid in cash. In the event the Restricted Stock Units vest pursuant to §4, related Dividend Equivalent Rights shall be paid in cash. (fc) The Grantee will not have any shareholder rights with respect to the Restricted Stock Units, including the right to vote or receive dividends, unless and until shares of Stock are issued to the Grantee as payment of the vested Restricted Stock Units.

Payment of Award. (a) Subject Upon the vesting of the Participant's right to §6(b), receive the total number shares of Restricted Stock Units pursuant to Section 3 or Section 4 of this Award Agreement, a number of shares of Common Stock equal to the number of vested shares of Restricted Stock shall be registered in the name of the Participant and certificates representing such Common Stock shall be delivered to the Participant as soon as practicable after the date upon which the Participant's right to such shares vested according to the provisions of Section 3 or Section 4 above. The Company shall have the right to withhold applicable taxes from any such payment of the Restricted Stock (including, but not limited to, from any amounts payable as provided in the following paragraph in respect of dividends) or from other compensation payable to the Participant at the time of such vesting and related Dividend Equivalent Rights) which vestdelivery pursuant to Section 11 of the Plan. If the Restricted Stock became vested pursuant to Section 3 above, upon delivery of shares of Common Stock representing Restricted Stock pursuant to the foregoing paragraph of this Section 6, the Participant shall also be entitled to receive a cash payment equal to the sum of all dividends, if any, in accordance with §3, §4, announced or §5 of this Unit Agreement (the “Vested Units”) shall be paid in an equivalent number of on such shares of Restricted Stock on the specified dates, as follows: 33⅓% shall be paid on the first anniversary of after the Grant Date; 33⅓% shall be paid on the second anniversary of the Grant Date; 33⅓% shall be paid on the third anniversary of the Grant Date. Payments made pursuant to this sub-paragraph (a) will deemed to be made on the specified date if such payment are made within the sixty (60) day period which commences immediately following the specified date. (b) Notwithstanding the specified dates set forth in §6(a), the total number of Vested Units shall be distributed in an equivalent number of shares of Stock upon the earliest to occur of the following: (i) the date of the Grantee’s death, (ii) the date of the Grantee’s Disability, or (iii) if Date but prior to the date such shares of Common Stock are delivered to the Participant. If the Participant becomes vested in all or a Grantee becomes eligible for Retirement, the date portion of the Grantee’s Separation from Service. In shares of Restricted Stock under Section 4 above or the event Participant becomes entitled to a cash payment is made pursuant under Section 5 above prior to this sub-paragraph (b) such payment shall be made within the sixty (60) day period which commences immediately following the date of the applicable event. (c) Except as set forth belowbecoming vested under Section 3 above, the Vested Units shall be distributed in an equivalent number upon delivery of shares of Stock; providedCommon Stock representing Restricted Stock pursuant to the foregoing paragraph of this Section 6 or payment of a cash payment under Section 5 above, howeveras applicable, the Grantee’s right to any fractional share of Stock Participant shall be paid in cash. In the event the Restricted Stock Units (and related Dividend Equivalent Rights) vest following a Change in Control pursuant to § 4, the Vested Units shall be paid in cash, and the amount of the payment for each Vested Unit to be paid in cash will equal the Fair Market Value of a share of Stock on the date of the Change in Control. (d) Notwithstanding anything herein to the contrary, distributions may not be made to a Key Employee upon a Separation from Service before the date which is six (6) months after the date of the Key Employee’s Separation from Service (or, if earlier, the date of death of the Key Employee). Any payments that would otherwise be made during this period of delay shall be accumulated and paid in the seventh month following the Grantee’s Separation from Service. (e) The Grantee shall also be entitled to receive a Dividend Equivalent Right for each Vested Unit. At cash payment equal to the same time that the Vested Units are paidsum of all dividends, SunTrust shall pay each Dividend Equivalent Right in if any, announced or paid on such shares of Restricted Stock after the Grant Date but prior to the Grantee, provided, however, the Grantee’s right to any fractional share date such shares of Common Stock shall be paid in cash. In the event the Restricted Stock Units vest pursuant to §4, related Dividend Equivalent Rights shall be paid in cash. (f) The Grantee will not have any shareholder rights with respect are delivered to the Restricted Stock Units, including the right to vote or receive dividends, unless and until shares of Stock are issued to the Grantee as payment of the vested Restricted Stock UnitsParticipant.

Payment of Award. (a) Subject Upon the vesting of the Participant's right to §6(b), receive the total number shares of Restricted Stock Units pursuant to Section 3 or Section 4 of this Award Agreement, a number of shares of Common Stock equal to the number of vested shares of Restricted Stock shall be registered in the name of the Participant and certificates representing such Common Stock shall be delivered to the Participant as soon as practicable after the date upon which the Participant's right to such shares vested according to the provisions of Section 3 or Section 4 above. The Company shall have the right to withhold applicable taxes from any such payment of the Restricted Stock (including, but not limited to, from any amounts payable as provided in the following paragraph in respect of dividends) or from other compensation payable to the Participant at the time of such vesting and related Dividend Equivalent Rights) which vestdelivery pursuant to Section 11 of the Plan. If the Restricted Stock became vested pursuant to Section 3 above, upon delivery of shares of Common Stock representing the shares of Restricted Stock pursuant to the foregoing paragraph of this Section 6, the Participant shall also be entitled to receive a cash payment equal to the sum of all dividends, if any, in accordance with §3, §4, declared or §5 of this Unit Agreement (the “Vested Units”) shall be paid in an equivalent number of on such shares of Restricted Stock on the specified dates, as follows: 33⅓% shall be paid on the first anniversary of after the Grant Date; 33⅓% shall be paid on the second anniversary of the Grant Date; 33⅓% shall be paid on the third anniversary of the Grant Date. Payments made pursuant to this sub-paragraph (a) will deemed to be made on the specified date if such payment are made within the sixty (60) day period which commences immediately following the specified date. (b) Notwithstanding the specified dates set forth in §6(a), the total number of Vested Units shall be distributed in an equivalent number of shares of Stock upon the earliest to occur of the following: (i) the date of the Grantee’s death, (ii) the date of the Grantee’s Disability, or (iii) if Date but prior to the date such shares of Common Stock are delivered to the Participant. If the Participant becomes vested in all or a Grantee becomes eligible for Retirement, the date portion of the Grantee’s Separation from Service. In shares of Restricted Stock under Section 4 above or the event Participant becomes entitled to a cash payment is made pursuant under Section 5 above prior to this sub-paragraph (b) such payment shall be made within the sixty (60) day period which commences immediately following the date of the applicable event. (c) Except as set forth belowbecoming vested under Section 3 above, the Vested Units shall be distributed in an equivalent number upon delivery of shares of Stock; providedCommon Stock representing the shares of Restricted Stock pursuant to the foregoing paragraph of this Section 6 or payment of a cash payment under Section 5 above, howeveras applicable, the Grantee’s right to any fractional share of Stock Participant shall be paid in cash. In the event the Restricted Stock Units (and related Dividend Equivalent Rights) vest following a Change in Control pursuant to § 4, the Vested Units shall be paid in cash, and the amount of the payment for each Vested Unit to be paid in cash will equal the Fair Market Value of a share of Stock on the date of the Change in Control. (d) Notwithstanding anything herein to the contrary, distributions may not be made to a Key Employee upon a Separation from Service before the date which is six (6) months after the date of the Key Employee’s Separation from Service (or, if earlier, the date of death of the Key Employee). Any payments that would otherwise be made during this period of delay shall be accumulated and paid in the seventh month following the Grantee’s Separation from Service. (e) The Grantee shall also be entitled to receive a Dividend Equivalent Right for each Vested Unit. At cash payment equal to the same time that the Vested Units are paidsum of all dividends, SunTrust shall pay each Dividend Equivalent Right in if any, declared or paid on such shares of Restricted Stock after the Grant Date but prior to the Granteedate such shares of Common Stock or cash, providedas applicable, however, the Grantee’s right to any fractional share of Stock shall be paid in cash. In the event the Restricted Stock Units vest pursuant to §4, related Dividend Equivalent Rights shall be paid in cash. (f) The Grantee will not have any shareholder rights with respect is delivered to the Restricted Stock Units, including the right to vote or receive dividends, unless and until shares of Stock are issued to the Grantee as payment of the vested Restricted Stock UnitsParticipant.