0001299933-11-000088 Sample Contracts

Salary Share Name of Grantee: Stock Unit Agreement [Name of Grantee]
Stock Unit Agreement • January 6th, 2011 • Suntrust Banks Inc • National commercial banks

SunTrust Banks, Inc. (“SunTrust”), a Georgia corporation, pursuant to action of the Compensation Committee (“Committee”) and in accordance with the SunTrust Banks, Inc. 2009 Stock Plan (“Plan”), has determined that going forward and until the Committee determines otherwise Grantee’s base salary will be payable partly in cash and partly in stock units. The Committee therefore grants these stock units (the “Stock Units”) to Grantee as a periodic payment of the stock portion of Grantee’s salary, net of applicable withholdings and other deductions. Beginning with the first full biweekly pay period that commencing January 1, 2011, and continuing thereafter until the Committee determines otherwise, Executive’s total base salary on a semi-monthly basis shall be $[ ], of which $[ ] shall be paid in cash and the remainder of which shall be paid in Stock Units, in each case net of applicable withholdings and other deductions. Each Stock Unit represents the right to receive a payment in cash equa

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CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • January 6th, 2011 • Suntrust Banks Inc • National commercial banks • Georgia

This Change in Control Agreement (“Agreement”) is entered into by and between SunTrust Banks, Inc., a Georgia corporation (“SunTrust”), and (“Executive”).

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