EXECUTIVE OFFICERS

The Board elects executive officers annually following the Annual Meeting of Shareholders to serve until the meeting of the Board following the next annual meeting. The following table sets forth the name of each executive officer and the principal positions and offices he or she holds with SunTrust. Unless otherwise indicated, each of these officers has served as an executive officer of SunTrust or a principal subsidiary for at least five years.

James M. Wells III. Chairman of the Board since April 29, 2008. Chief Executive Officer of SunTrust since January 1, 2007. From December 9, 2004 until December 31, 2006, Mr. Wells was President and Chief Operating Officer of SunTrust. From August 2000 until December 9, 2004, Mr. Wells was a Vice Chairman of SunTrust with responsibility for oversight our commercial, retail, mortgage and wealth and investment management lines of business, as well as senior executive responsibility for SunTrust’s marketing and corporate strategy units.

Frances L. Breeden. Corporate Executive Vice President and Human Resources Director since 2006. Prior to 2006, Ms. Breeden had responsibility for the Private Wealth Management line of business and from 2002 to 2005 she had responsibility for the Institutional Trust line of business.

Mark A. Chancy. Corporate Executive Vice President and Chief Financial Officer of SunTrust since August 10, 2004. In December 2008, Mr. Chancy assumed expanded accountability for the corporate and investment banking business, and also our Chief Administrative Officer organization which continues under the direction of David F. Dierker. In 2006, Mr. Chancy assumed additional responsibility for SunTrust’s merger and acquisition activities. From July 2001 until August 10, 2004, he was Senior Vice President and Treasurer of SunTrust.

David F. Dierker.Corporate Executive Vice President and Chief Administrative Officer of SunTrust since December 9, 2004. From January 2000 to November 2004, Mr. Dierker served as Strategic Financial Officer of SunTrust.

Thomas E. Freeman.Corporate Executive Vice President and Chief Risk Officer of SunTrust since August 14, 2007. Mr. Freeman also served as Chief Credit Officer from January 19, 2006 until April, 2009. Prior to joining SunTrust, Mr. Freeman was a Principal at KPMG where he was responsible for providing credit risk and other advisory services to a variety of clients including larger commercial banks. He joined KPMG in 2004 after a 14-year career at Fleet Boston Financial and its predecessors, where he held a series of increasingly responsible positions including: managing director, corporate strategy and development; consumer lending executive credit officer; director of portfolio management; and corporate vice president, commercial real estate.

Raymond D. Fortin. Corporate Executive Vice President and General Counsel. Mr. Fortin is responsible for legal affairs, serves as Corporate Secretary, and has administrative responsibility for internal audit.

C.T. Hill.Corporate Executive Vice President since August 2000. Mr. Hill has headed our Mid-Atlantic Banking Group since 2000. In December 2008, he assumed responsibility for the Retail Line of Business.

Thomas G. Kuntz. Corporate Executive Vice President since December 2004. Mr. Kuntz has headed our Florida Banking Group since December 2004. In December 2008, he assumed responsibility for the Commercial Line of Business.

William H. Rogers, Jr.President since December 12, 2008, with responsibility for geographic banking organization; the retail, commercial, mortgage, and wealth and investment management businesses; and corporate marketing. Mr. Rogers has had responsibility for the wealth and investment management line of business since October 2000. In December 2004, Mr. Rogers assumed responsibility for our mortgage and commercial lines of business. From November 2006 to December 2008, Mr. Rogers had responsibility for our corporate and investment banking lines of business.

Timothy E. Sullivan.Corporate Executive Vice President and Chief Information Officer since January 2003, with responsibility for technology and operations. In November 2006, Mr. Sullivan assumed expanded responsibility for our payments strategy. In December 2008, Mr. Sullivan assumed additional responsibilities related to call centers, commercial lending operations, and shared services.

E. Jenner Wood, III. Corporate Executive Vice President since July 2005. Mr. Wood has headed our Central Banking Group since June 2002. In December 2008, he assumed additional responsibilities regarding efficiency and productivity initiatives within the geographic banking organization.

OTHER DIRECTOR AND EXECUTIVE OFFICER INFORMATION

Compensation Committee Interlocks and Insider Participation

We have no compensation committee interlocks. Messrs. Correll, Crowe, Garrett, Hughes, Linnenbringer, Minor, Mrs.Patricia M. Frist, and Dr.Drs. Royal and Wynn constitute all of the directors who served on our Compensation Committee at any time during 2009.2010. Each of them is or was an independent, outside director. None of themdirector, and none is a current or former officer or employee of SunTrust. Mr. Minor and Dr. Royal were assigned to other committees following the annual meeting in April, 2010. Mrs. Frist retired from our Board of Directors effective September 9, 2010.

During 2009,2010, our bank subsidiary engaged in customary banking transactions and had outstanding loans to certain of our directors, executive officers, members of the immediate families of certain directors and executive officers, and their associates. These loans were made in the ordinary course of business and were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with persons not related to the lender. In the opinion of management, these loans do not involve more than the normal risk of collectability or present other unfavorable features.

Policies and Procedures for Approval of Related Party Transactions

We recognize that related party transactions can present potential or actual conflicts of interest and create the appearance that Company decisions are based on considerations other than the best interests of the Company and our shareholders. Therefore, our Board has adopted a formal, written policy with respect to related party transactions.

For the purpose of the policy, a “related party transaction” is a transaction in which we participate and in which any related party has a direct or indirect material interest, other than (1) transactions available to all employees or customers generally, (2) transactions involving less than $120,000 when aggregated with all similar transactions, or (3) loans made by SunTrust Bank in the ordinary course of business, made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the lender, and not involving more than the normal risk of collectability or presenting other unfavorable features.

Under the policy, any related party transaction must be reported to the General Counsel and may be consummated or may continue only (i) if the Governance & Nominating Committee approves or ratifies such transaction and if the transaction is on terms comparable to those that could be obtained in arm’s-length dealings with an unrelated third party, (ii) if the transaction involves compensation that has been approved by our Compensation Committee, or (iii) if the transaction has been approved by the disinterested members of the Board. The Governance & Nominating Committee may approve or ratify the related party transaction only if the Committee determines that, under all of the circumstances, the transaction is in the best interests of SunTrust.

Transactions with Related Persons, Promoters, and Certain Control Persons

We generally consider credit relationships with directors and/or their affiliates to be immaterial and as not impairing the director’s independence so long as the terms of the credit relationship are similar to other comparable borrowers. We use the following guidelines to determine the impact of a credit relationship on a director’s independence. We presume that extensions of credit which comply with Federal Reserve Regulation O to be consistent with director independence. In other words, we do not consider normal, arm’s-length credit relationships entered into in the ordinary course of business to negate a director’s independence.

Regulation O requires such loans to be made on substantially the same terms, including interest rates and collateral, and following credit-underwriting procedures that are no less stringent than those prevailing at the time for comparable transactions by SunTrust with other persons not related to the lender. Such loans also may

not involve more than the normal risk of repayment or present other unfavorable features. Additionally, no event of default may have occurred (that is, such loans are not disclosed as non-accrual, past due, restructured, or potential problems). Our Board must review any credit to a director or his or her related interests that has become criticized in order to determine the impact that such classification has on the director’s independence.

In addition, we do not consider as independent any director who is also an executive officer of a company to which we have extended credit unless such credit meets the substantive requirements of Regulation O. We also do not consider independent any director who is an executive officer of a company that makes payments to, or receives payments from us, for property or services in an amount which, in any fiscal year, is greater than 2% of such director’s company’s consolidated gross revenues.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers and any persons who own more than 10% of our common stock to file reports of ownership and changes in ownership with the Securities and Exchange Commission. To our knowledge, based solely on a review of the reports furnished to us and written representations from reporting persons that all reportable transaction were reported, we believe that during the fiscal year ended December 31, 20092010 our officers, directors and greater than 10% owners timely filed all reports they were required to file under Section 16(a); except.

Director Compensation

The Governance & Nominating Committee determines the amount and form of director compensation. Its procedures for determining director compensation are similar to those used by the Compensation Committee for executive compensation, described under the caption“Executive Compensation Determinations and Committee Procedures.”

The following table provides information concerning the compensation of directors for our most recently completed fiscal year. Except as noted below, all of our non-employee directors are paid at the same rate. We pay each non-employee director an annual retainer of $45,000, paid in four installments. The Chairs of each of the Governance & Nominating Committee, Compensation Committee, Risk Committee, and Audit Committee also received an additional retainer of $10,000. The Lead Director is paid an additional annual amount as determined from time to time by the Governance & Nominating Committee or the Compensation Committee. In addition, we paid each non-employee director a single latefee of $1,500 for each Board or committee meeting attended. Non-employee directors serving on the Board immediately after our annual meeting of shareholders in April, 2010 also received a grant of either 1,200 shares of restricted stock or 1,200 restricted stock units, at their election. The grant vests after one year. The differences among directors in the total compensation column in the table below are a function of additional compensation for chairing a committee or serving as Lead Director, varying numbers of meetings attended and corresponding payments of meeting fees, and payments for service on local bank advisory boards (reported in the “All Other Compensation” column if applicable).

Directors may defer either or both of their meeting and retainer fees under our Directors Deferred Compensation Plan. We determine the return on deferred amounts as if the funds had been invested in our common stock or at a floating interest rate equal to the prime interest rate in effect at SunTrust Bank computed on the last day of each quarter, at the election of the director. In accordance with SEC regulations, we report only above-market or preferential earnings on nonqualified deferred compensation, including earnings on nonqualified defined contribution plans, if any, in the column “Change in Pension Value and NQDC Earnings.” Our non-employee directors do not participate in our employee benefits programs that provide non-equity incentive compensation or retirement benefits.

Directors who are also our employees are not compensated for their service as directors. In 2010, one of our directors was also an employee. James M. Wells III served as Chairman of the Board and CEO, and we discuss his compensation beginning under the caption,“Executive Compensation.”

2010 DIRECTOR COMPENSATION

EXECUTIVE OFFICERS

The Board elects executive officers annually following the Annual Meeting of Shareholders to serve until the meeting of the Board following the next annual meeting. The following table sets forth the name of each executive officer and the principal positions and offices he or she holds with SunTrust. Unless otherwise indicated, each of these officers has served as an executive officer of SunTrust or a principal subsidiary for at least five years.

James M. Wells III. Chairman of the Board since April, 2008. Chief Executive Officer of SunTrust since January 2007. From December 2004 until December 2006, Mr. Wells was President and Chief Operating Officer of SunTrust.

Mark A. Chancy. Corporate Executive Vice President and Chief Financial Officer of SunTrust since August 2004. Mr. Chancy oversees our Corporate Treasury, Strategic Finance and Administration, Controllers, Tax, Corporate Development, Investor Relations, and Enterprise Execution functions.

David F. Dierker.Corporate Executive Vice President and Executive Administration Officer of SunTrust Banks, Inc. since 2010. In this role, he leads the Company’s Business Intelligence initiative, helps guide the Company’s Play-to-Win agenda and provides direct support of priorities as outlined by the Company’s President and Chief Operating Officer. Prior to being named to this position in 2010, Mr. Dierker was Corporate Executive Vice President and Chief Administrative Officer for six years overseeing various functional units including Human Resources, Audit Services, Business Strategies, Corporate Real Estate, Supply Chain Management, Strategic Financial Officers, Performance Measurement and the Financial Services Unit.

Thomas E. Freeman.Corporate Executive Vice President and Chief Risk Officer of SunTrust since August, 2007. Mr. Freeman also served as Chief Credit Officer from January 2006 until April 2009. Prior to joining SunTrust, Mr. Freeman was a Principal at KPMG where he was responsible for providing credit risk and other advisory services to a variety of clients including larger commercial banks. He joined KPMG in 2004 after a 14-year career at Fleet Boston Financial and its predecessors, where he held a series of increasingly responsible positions including: managing director, corporate strategy and development; consumer lending executive credit officer; director of portfolio management; and corporate vice president, commercial real estate.

Raymond D. Fortin. Corporate Executive Vice President since 2004, and General Counsel. Mr. Fortin is responsible for legal affairs, serves as Corporate Secretary, and has administrative responsibility for internal audit.

C.T. Hill. Corporate Executive Vice President since August 2000. In April 2010, he became the Consumer Banking Executive which includes the retail branch system, consumer lending, mortgage, and consumer deposit products. In December 2008, he assumed responsibility for the Retail Line of Business. Mr. Hill has headed our Mid-Atlantic Banking Group since 2000.

Thomas G. Kuntz. Corporate Executive Vice President since December 2004. Since April 2010, he has led our 16 geography-based business units. Previously, he headed our Florida Banking Group since 2005 and our Commercial Line of Business since 2008.

William H. Rogers, Jr.President and Chief Operating Officer since November 2010. Mr. Rogers has had responsibility for the wealth and investment management line of business since October 2000. In November, 2010, he assumed additional responsibility for enterprise information services, the technology arm of the company. In December 2008, he assumed additional responsibility for the geographic banking organization, retail banking, and corporate marketing. From November 2006 to December 2008, Mr. Rogers had responsibility for our corporate and investment banking lines of business, including commercial real estate and treasury and payments solutions. In December 2004, Mr. Rogers assumed responsibility for our mortgage and commercial lines of business.

Timothy E. Sullivan.Corporate Executive Vice President and Chief Information Officer since January 2003, with responsibility for technology and operations. In November 2006, Mr. Sullivan assumed expanded responsibility for our payments strategy. In December 2008, Mr. Sullivan assumed additional responsibilities related to call centers, commercial lending operations, and shared services.

Equity Compensation Plans

The following table provides information as of December 31, 2010 with respect to the shares of our common stock purchase by Mr. Beall.that may be issued under our existing equity compensation plans.

Compensation Policies that Affect Risk Management

We use incentive compensation plans for a large number of employees in addition to our executive officers. In this section, we describe some of our policies regarding our use and management of our incentive compensation plans.plans, and how we manage risks arising from our use of incentive compensation.

We use incentives differently basedUse Incentives Differently Based on job typeJob Type. We have two primary short-term incentive plans. Our Named Executive Officers (NEOs), senior executives, most managers and certain managerskey employees participate in the Management Incentive Plan (MIP). These persons are those employees with broader, company-wide and/or strategic responsibilities. This includes headquarters executives andas well as leaders in various functions, such as Finance, Accounting, and Human Resources. MIP provides an annual payout if performance exceeds pre-established corporate and/or if pre-established divisional and personal goals are achieved. For our senior executives, these awards are 100% based on corporate performance. Awards for other employees generally are based 30% on corporate performance and 70% on divisional and personal goals. Presently,In 2010, we useused return on equity and net income available to common shareholders as the goals for corporate performance. We describe how MIP operates more thoroughly in Item 2 below.

Other individual executives and groups of employees participate in short-term incentive plans designed to support the business objectives for the performance period of the line of business in which they reside. We refer to these as functional incentive plans (FIPs). The primary purpose of a FIP is to drive employee behavior in a direction consistent with the business objectsobjectives of the unit, line of business, and the Company. These incentive plans are used to create a strong sales culture and are a focal point for setting and measuring performance.

We create different incentive plansCreate Different Incentive Plans for different jobsDifferent Jobs. We use FIPs to link employee compensation to the successful achievement of the goals. We try to structure FIPs to drive behaviors that directly affect revenue or productivity, and use FIPs as the method for determining payouts to individuals based on qualified performance data. Therefore, FIP is not a single plan but will bewas approximately 110115 different plans forin 2010. While our FIPs have many common features and plan terms, generally they are either a commission plan, incentive plan or a bonus plan. Commission plans pay based on production less a monthly draw. Incentive plans pay based on formulas tied to new sales and revenue growth above a threshold. Bonus plans are annual discretionary awards from a pool of dollars funded through business unit profit and/or revenue performance.

How weWe Manage Risks Arising From Incentive Compensation.We manage risks that may arise from our incentive compensation in several ways:

•

Strong Corporate Governance. We reinforce our compensation practices with strong corporate governance. We describe the active role of the Compensation Committee of our Board in the Board Committees and Compensation Discussion and Analysis sectionsections of this Proxy Statement. Additionally, senior leaders (President and Chief Operating Officer, Chief Financial Officer, Chief Risk Officer, Director of Human Resources, and Director of Compensation) regularly review the effectiveness of our incentive plans. Further, the involvement of our Controller and Internal Audit functions in the accounting, administration and testing of our plans provide additional critical controls.

Other Recent Changes.We recently made several changes to our incentive compensation plans. We did this for three reasons. First, we participatedchanges were made in the U.S. Departmentorder to comply with certain requirements of Treasury Capital Purchase Program (CPP) in 2008 by selling preferred stock and common stock purchase warrants to Treasury. As a result, we became subject to certain executive compensation requirements under the Emergency Economic Stabilization Act of 2008 (EESA). Those requirements apply to certain of our executives who are classified by the U.S. Treasury as our Senior Executive Officers (SEOs) and the next 20 most highly-compensated employees.TARP. We describe the changes required under EESATARP more thoroughly in the Compensation Discussion and Analysis section of this Proxy Statement. Second, we recently conducted a comprehensive review of all of our incentive compensation plans with an emphasis on risk-adjusted pay for performance. This review confirmed the soundness of the design of our incentive plans for the most part but did identify some areas for improvement. Third, the Federal Reserve published “Proposed Guidance on Sound Incentive Compensation Policies” on October 22, 2009.2009, which it finalized on July 21, 2010. The guidance was immediately effective when published because it was promulgated based on the Federal Reserve’s existing power to supervise safety and soundness of financial institutions. The most significant of these changes were:

Please also refer to the Compensation Committee Report which follows the Compensation Discussion and Analysis in which the Committee also discusses our recent and future risk reviews of our compensation plans.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSIONAND ANALYSIS

We welcome the opportunity to share this Compensation Discussion and Analysis (CD&A) with our shareholders. We understand that investors have a strong interest in executive compensation, with a specific focus on our Named Executive Officers (NEOs). The NEOs for 2009 included2010 include our CEO, CFO, and three other most-highly compensated executive officers:

James M. Wells III, Chairman and Chief Executive Officer,

William H. Rogers, Jr., President and Chief Operating Officer,

Mark A. Chancy, Chief Financial Officer,

Timothy E. Sullivan, Chief Information Officer, and

Thomas M.E. Freeman, Chief Risk Officer and

David F. Dierker, Chief Administrative Officer.

This section discusses, with respect to the compensation paid to our NEOs:

Executive Summary

Our 2010 executive compensation programs were influenced by a number of factors. Going into the year, we were uncertain as to whether economic conditions would improve and the degree to which this uncertain economy would impact our financial results. TARP requirements significantly impacted the types of vehicles we were able to use to deliver compensation to our NEOs. Also, due to evolving industry responses to the regulatory environment and changing market conditions, it was difficult to obtain definitive information regarding peer compensation structure and target compensation levels.

Even faced with these uncertain conditions, the Committee was determined to be as consistent as possible under TARP regulations with our executive compensation principles. Below is a summary of these principles and our compensation actions and decisions for 2010.

Compensation Principle 1. Pay Should Be Competitive With the Market.

changes in our stock price. In order not to increase pensionable earnings in our supplemental retirement programs, we limited the definition of compensation to target annual cash compensation, which was the target value established prior to the implementation of salary shares. (See “Executive Compensation Program Overview—Salary” for additional information regarding salary shares).

Compensation Principle 2. A Substantial Portion of Pay Should Align With Performance.

Compensation Principle 3. A Substantial Portion of Pay Should Be at Risk to Align With Risk Taken By Our Shareholders.

Compensation Principle 4. Compensation Must Comply With Legal and Regulatory Limits.

We continuously review our compensation programs and practices to ensure a balance between the interests of shareholders, regulators, and other interested parties, as well as to ensure that we compensate executives and

key management effectively and in a manner consistent with our stated compensation philosophy and objectives. Under the guidance of the Committee, we took the following actions over the last three years to improve governance of our compensation structure and practices:

We have also adopted a number of best practices related to the governance of our compensation programs:

Overall Compensation Philosophy and Objectives

The Committee has designed a compensation framework to drive financial performance and increase shareholder value. TheAs described above, the principles of this framework include:

The Committee designed our compensation programs to accomplish the following objectives:

Executive Compensation Determinations and Committee Procedures

The Compensation Committee of the Board, which we refer to in this section as the Committee, makes decisions regarding the compensation of our executives. Specifically, the Committee has strategic and administrative responsibility for a broad range of issues. These include ensuring that we compensate executives and key management employees effectively and in a manner consistent with our stated compensation strategyphilosophy and objectives and the requirements of the appropriate regulatory bodies. The Committee also oversees the administration of executive compensation plans, including the design of, performance measures for, and award opportunities forunder the executive incentive programs and certain employee benefits. The Board appoints each member of the Committee and has determined that each is an independent director.

The Committee reviews executive officer compensation at least annually to ensure that senior management compensation is consistent with our compensation philosophies, company and personal performance, changes in

market practices, and changes in an individual’s responsibilities. AtHistorically, at the Committee’s first regular meeting each year, which it typically holds in February, the Committee makesconducts a more specific review which focuses on performance and annual and long-term incentive awards for eligible employees for the most recently-completed fiscal year. This review considers corporate and individual performance, changes in an NEO’s responsibilities, data regarding peer practices, and other factors. In 2010, under the terms of the Long-Term Restricted Stock Plan for TARP Impacted Executives, the Committee evaluated NEO performance in December in order to determine an appropriate restricted stock grant under this performance-based plan. A description of the plan and the measures utilized to determine the award are described below in the“Executive Compensation Program Overview.”

Compensation Consultant.To assist in its efforts to meet the objectives outlined above, the Committee has retained Towers Perrin, a nationally knownPay Governance LLC, an independent executive compensation and benefits consulting firm, to advise it on a regular basis on theour executive compensation and benefit programs. The Committee engaged the consultant to provide general executive compensation consulting services and to respond to any Committee member’s questions and to management’s need for advice and counsel. In addition, the consultant performs special executive compensation projects and consulting services from time to time as directed by the Committee. The consultant reports to the Committee Chairman. Pursuant to the Committee’s charter, the Committee has the power to hire and fire such consultant and engage other advisors. In addition, for a brief period at the beginning of 2010, the Committee used Towers Watson, a nationally-known executive compensation and benefits consulting firm. Pay Governance LLC was formed by former employees of Towers Watson or its predecessors, and the Committee expects the appointment of Pay Governance LLC will enhance the independence of the advisory process.

We useThe Company uses a number of consultants for a variety of human resources and employee benefits projects. In 2009, we regularly used the Committee’s consultant, Towers Perrin, for benefits consulting work. Management, with the approval of the Committee, selected Towers Perrin for this work because of their experience with our benefits plans. To minimize the potential for conflicts of interest, ourthe Company’s policy is to limit ourits use of Towers PerrinPay Governance LLC to only executive compensation and benefits matters. We also regularly reportThe Company annually reports to the Committee regarding the amount of fees paid to consultants and the types of matters consulted. In 2009, we2010, the Company paid Towers Perrin $327,086Watson $196,585 for executive compensation consulting, and $2,187,267$3,575,924 for all other services. Pay Governance LLC performed services solely for the Committee in 2010.

Participants in Decision-Making.The Committee reviews and approves the amount of each elementcomponent of total compensation paid to the CEO and the other NEOs. TheyIt also reviewreviews the individual elementscomponents of total compensation for the executives holding the title of Corporate Executive Vice President or higher. The Committee reviews the performance and compensation of the Chairman of the Board and the CEO, the President and Chief Operating Officer, and the CEO’s other CEO direct reports who include most ofat the executive officers named in this Proxy Statement.Executive Vice President level. The CEO and members of our Human Resources departmentfunction assist in the reviews of such direct reports. The consultant supports such reviews by providing data regarding market practices and making specific recommendations for changes to plan designs and policies consistent with our philosophies and objectives discussed below. The CEO determinesand the President and Chief Operating Officer determine the compensation of other senior officers based in part on market data provided by the compensation consultant, and the Committee annually reviews the general elementscomponents of such compensation.

Competitive Market Data. In determining the amount of NEO compensation each year, the Committee reviews competitive market data from the banking industry as a whole and the peer group specifically, described below. It makes specific compensation decisions and awards based on such data, company performance, and individual performance and circumstances. With regard to formula-based incentives, the Committee develops performance targets using management’s internal business plan, industry and market conditions, and other factors.

As stated above, the Committee reviewsTally Sheets and approves all components of the CEO and the other NEOs’ compensation, including base salary, annual bonus, and long-term incentives. Other Data.Members of our Human Resources departmentfunction periodically make available to the Committee information regarding the value of prior grants and participation in our plans. This information includes (i) accumulated gains, both realized and unrealized, under restricted stock, stock option, and other equity grants, (ii) projected payments under our retirement plans, and (iii) aggregate amounts deferred under our nonqualified deferred compensation plans.Deferred Compensation Plans. Additionally, we provide the Committee with information regarding potential payments to our executive officers under various termination events, including retirement, termination for cause and not for cause, and upon oura change in control. We provide the Committee with both the dollar value of benefits that are enhanced as a result of the termination event and the total accumulated benefit. We provide similar information in the Potential Payments Upon Termination or Change in Control Table below, except that in that table we report only the amount that is enhanced as a result of the termination event in order to not double-count compensation that we reported in previous years. By having this information, the Committee is informed of possible scenarios that involve compensation.

Say-on-Pay.The Compensation Committee has, overattempts to balance the last three years, among other things, taken the following actions:

Separately, our Board took the following actions over the last three years to improve our corporate governance:

As we discuss elsewhere in this Proxy Statement, recent legislation and regulation have been and likely will continue to be a determining factor in the future regarding the compensation of our NEOs. Consequently, our executive compensation program has undergone substantial change and prior actions of the Committee may not be predictive of future action. One significant result of the new legislation and regulation is that the Committee now has less flexibility with futurerespect to compensation decisions regarding the NEOs.

Effect of the Emergency Economic Stabilization Act of 2008 and AmericaAmerican Reinvestment and Recovery Act of 2009

On October 14, 2008, the U.S. Department of Treasury announced a program under the Emergency Economic Stabilization Act of 2008 (“EESA” or “TARP”). Pursuant to this program, Treasury would make preferred stock investments in participating financial institutions (the “Capital Purchase Program” or “CPP”).

We participated in the Capital Purchase Program in 2008 by selling preferred stock and common stock purchase warrants to the U.S. Treasury. As a result, we became subject to certain executive compensation requirements under EESA,TARP, Treasury Department regulations, and the contract pursuant to which we sold such preferred stock. Those requirements apply to what the U.S. Treasury refers to as our Senior Executive Officers (SEOs)., which for us are the same as our NEOs.

On February 17, 2009, President Obama signed into law the America

The American Reinvestment and Recovery Act of 2009 (“ARRA”) which amended EESA.EESA on February 17, 2009. ARRA continued all the same compensation and governance restrictions in EESA and added substantially to the restrictions in several areas. Treasury then published regulations on June 15, 2009 implementing various provisions of EESA (as amended by ARRA). Throughout this Proxy Statement, we refer to EESA or TARP to mean EESA as amended by ARRA and as implemented by the Treasury regulations.

Effect of TARP on Components of Executive Compensation

TARP affects the relative proportion of different types of compensation that we may pay. The proportion of salary to total direct compensation will increase as a result of the payment of additional salary in stock, the elimination of the annual cash incentive and stock options, and the limits on the amount of restricted stock that may be granted. The impact of TARP on our compensation program is summarized below:

We have fully complied with the requirements of EESA.TARP. Those requirements are:

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Limit on Tax Deduction. We contractually agreed to abide by a provision of EESATARP and Treasury Department regulations which limits our tax deduction for compensation paid to any SEO to $500,000 annually. This provision amended the Internal Revenue Code by adding a new Section 162(m)(5), which imposes a $500,000 deduction limit. In addition, prior to the amendment, certain performance basedperformance-based compensation paid under shareholder approved plans did not count toward such deduction limit. EESATARP and Section 162(m)(5) eliminate that exclusion for us. We discuss the effect of this provision in greater detail under the heading, “Tax“Tax Considerations.”

Other Regulation

On October 22, 2009,June 21, 2010 the Federal Reserve issued proposed guidanceadopted final guidelines on incentive compensation.compensation which were substantially as initially proposed on October 22, 2009. The guidance includes three principles:

The guidance is immediately effective under the Federal Reserve’s power to regulate the safety and soundness of financial institutions. The Federal Reserve willguidelines apply the guidance to all U.S. financial institutions. In response to these guidelines, we have made a number of improvements to our incentive plans to reduce risk or to risk-adjust the payouts. We expecthave also made a number of improvements to better understand how this guidance will affect usour controls and governance processes. We discuss these generally in the coming months.Compensation Committee Report which follows this Compensation, Discussion and Analysis. We also discuss it above under the caption,“Compensation Policies that Affect Risk Management.”

Decisions Regarding Composition of Total Compensation

Total direct compensation for each NEO is a mix of cash and long-term incentives. Historically, total cash included salary and the annual incentive plan (which we call MIP). However, EESATARP prohibits the use ofus from making payments under our annual incentive.incentive to our five SEOs (who for us are the same as the NEOs) and the next 20 most highly-compensated employees. Our implementation of EESATARP requirements while maintaining a competitive balance has resulted in a movement toward guaranteed pay. Historically, long-term incentives included restricted stock and stock options. However, EESA prohibits stock options and limits the amount of restricted stock to one-third of total compensation. Salary is the only portion of compensation that is not at risk. Historically, we attempted to provide a majority of total direct compensation paid to our NEOs asin non-cash and to tie more than 70%forms. Cash salary was the only portion of total direct compensation to our performance.that was not at risk. We dodid this so that shareholder returns, along with corporate, business unit and individual performance, both short and long-term, determinedetermined the largest portion of executive pay. Long-term incentives included restricted stock and stock options. However, TARP prohibits stock options and limits the amount of restricted stock to one-third of total compensation. The Committee usescontinues to use long-term restricted stock to motivate executives to align the executives’ interests with shareholders’ interests and to focus on the long-term performance of the business. Our emphasis on compensation elements other than salarycontinuing to align pay with performance, subjects our executives to downside risk related to our corporate financial performance and our stock price, and this may significantly affectsaffect their overall compensation.

Effect of EESA on Components of Executive Compensation

EESA affects the relative proportion of different types of compensation that we may pay. The proportion of salary to total direct compensation will increase as a result of the payment of additional salary in stock, the elimination of the annual cash incentive and stock options, and the limits on the amount of restricted stock that may be granted. The impact of EESA is summarized below:

Corporate and Individual Performance Measures

ForTARP restrictions for our NEOs we tie formula-driven compensation almost entirelyhave impacted their pay mix (as indicated in the table above) but the linkage of pay decisions within this dictated framework continues to corporate performance, although individual performance also affects pay. For example, each year the Committee considers merit adjustments to base paybe tied to individual performance. Also, theThe Committee considershas continued to consider individual performance, long-term potential, and the other individual factors when determining the size of long-term incentive compensation grants.factors. Among the elements of individual performance considered by the Committee are leadership, talent management, risk management, and individual contributions to our improvement in financial performance, including growing the business, efficiency and productivity.

Market Competitiveness

To ensure that we continue to offer competitive total compensation to our NEOs, annually the Committee reviews the marketplace in which we compete directly for executive talent. The Committee looks at the market in two ways: as a select group of peer companies and as a broader financial services industry. From this review, wethe Committee generally targettargets total compensation—salary, short-term incentives, long-term incentives, and benefits—at peer median, with minor deviations to reflect individual circumstances. Each such elementTotal compensation and each component of total compensation is benchmarked separately, and also as total compensation. As a result of the turmoil in the financial services industry, it has become difficult to obtain timely and meaningful peer information, although we have increased our efforts to obtain such information through regular discussions with external sources.separately.

Our primary market focus is ouron a select group of peer companies. The Committee chose these companies based generally on generally similar attributes of size, number of employees, product offerings, and geographic scope. For 2009,2010, our peer group remained unchanged and consisted of the following companies:

Recently, certain events occurred which prompted the Committee to reconsider the composition of our peer group. First, two members of the prior peer group (Wachovia Corporation and National City Corporation) were acquired by other peer banks. Second, asAs a result of acquisitions, larger banks suchthe ongoing developments within the financial services industry, which includes consolidation, we are continually monitoring compensation actions occurring within our industry. This is important as JPMorgan Chase, Bank of America, and Wells Fargo, as well as BB&T and Fifth Third, have either become our direct competitors or have increased the number of locations from which they compete directly with us. Each of these developments affects how we strive to attract, retain and motivate our executive talent. Although our peer group remained the same throughout 2009, we continually monitored compensation actions occurring within our industry.

We sometimes review financial services industry compensation data from published third-party surveys of financial services companies of approximately the same asset size. Specifically, the Committee uses this data, in addition to the peer group data, largely in the review of base salaries, but the Committee also uses it when making short-term and long-term incentive decisions. We do this because in some cases, the availability of relevant peer information is limited for some specific executive positions. We also do this because we may compete for the same executive talent with all financial services companies. Additionally, we believe that the integrity of our executive compensation decisions improve with additional information.

In certain cases, we look at a larger peer group. For example, we use this larger peer group to measure our relative financial performance, rather than to determine comparable amounts of compensation. In 2010, we determined the size of the long-term restricted stock grant, in part, based on total shareholder return compared to a peer group consisting of the 25 largest U.S. banks (which included SunTrust). That group consisted of the following banks (in addition to those above):

The Committee believes that a larger peer group is appropriate when considering financial performance. For compensation-related matters such as target base salary, annual incentive and/or long-term incentive levels, the Committee uses the select peer group which includes banks of varying size with whom we compete for talent. In contrast, the 25 largest banks group includes some banks which operate outside of our geographic area and with whom we do not generally compete for talent, and which may be substantially larger or smaller.

We believe that our market review assists us in making executive compensation decisions that are consistent with our objectives, especially those of attracting, retaining and motivating our executive officers. Also, becausewhile the current marketplaceCommittee is the most relevant,provided with tally sheet data, when making annual executive compensation decisions, the Committee generally does not take into account an individual’s accumulated value from past compensation grants.grants because the current marketplace is the most relevant.

Executive Compensation Program Overview

OurHistorically, our executive compensation program hashad four parts:

As described in “Decisions Regarding Composition of Total Compensation,” we made adjustments in how we delivered executive compensation in order to ensure our compliance with TARP requirements. TARP rules include a prohibition on annual incentives and stock options, as well as limiting grants of restricted stock. As a result, we started using salary shares (described below) as part of our executive compensation programs.

In addition to changing the components of our NEO compensation, we also reviewed our target compensation levels. At the start of 2010, the most current competitive market information available to us indicated that a reduction in short-term incentive and long-term incentive target compensation levels was appropriate. Despite the uncertainty in the market, the Committee made the decision to reduce these target compensation levels for our NEOs. The lowered targets for annual and long-term incentive resulted in a total decrease of target compensation of approximately 25%. The reduction in target compensation levels impacted the value of the salary shares awarded, as well as the target value of the long-term incentive plan for TARP Impacted Executives. The impact of the decision was a decrease in actual direct compensation delivered to our NEOs (the sum of the values in the Salary, Bonus, Stock Awards (including salary shares) and Option Awards columns as reported in the Summary Compensation Table) in 2010. Total direct compensation, from 2009 to 2010, for Mr. Wells does not show as significant a decrease as some of the other NEOs due to the fact that he declined a

significant portion of his 2009 stock option award (552,941 options). Had he accepted the full value of his stock option grant, his total direct compensation would be 37% lower in 2010 as compared to 2009. The components of 2010 NEO compensation and how levels delivered were determined are described below.

1. Salary

We pay salaries to attract and retain talented executives. The level of salaries we pay depends mostly on each executive’s experience, duties, and scope of responsibility. We target the level of salary at peer median to be competitive. Salary affects the level of benefits, such as the amount of pension benefits and the potential paymentpayments under our change in control agreements, discussed below. Salary also affects the amount of restricted stock level EESATARP allows us to pay.

The Committee generally determines annual increases to base salary after considering an individual’s performance and/or changed responsibilities. For 2009,Consistent with the financial results of the Company, the Committee eliminatedkept cash base salary increasessalaries for allNEOs at the same level as 2009, with one exception. In recognition of our senior leaders, including each NEO, except for Mr. Rogers. The decisionhis promotion to eliminate base salary increases was based on the Company’s poor financial results for the 2008 performance period.

In the case of Mr. Rogers, he was promoted to President, in December 2008 and received a 10.6% base salary promotional increase effective January 1, 2009. Additionally, effective January 1, 2010, Mr. Rogers received a 12% base salary increase due to his assumption of a large number of new corporate-wide responsibilities sinceincrease. In November 2010, upon his promotion to PresidentChief Operating Officer, Mr. Rogers’salary was further increased to $700,000.

In 2010, we began paying a portion of total compensation for NEOs in December 2008.

An important newa form of stock commonly referred to as “salary shares.” We did this for a number of reasons. First, as described above in“Effect of TARP on Components of Executive Compensation,” TARP prohibits the continuation of our existing compensation development that had the characteristics of both base salary and equity emerged as part of the U.S. Treasury’s Interim Final Rule on TARP Standards for Compensation and Corporate Governance. This compensation development became known as Salary Shares.structure. Specifically, the Interim Ruleit prohibits the payment of short-term incentives (annual bonus) and stock options to the Senior Executive Officers

(shown in our Proxy statement)NEOs. Additionally, TARP limits the amount and form of restricted stock that can be delivered to the next 20 most highly compensated employees. Effective January 1, 2010, we have chosen to use theNEOs. In contrast, stock paid as salary share concept because it is specifically authorized by EESATARP to address the constraints on the annual cash bonus and equity awards; and weawards. We believe it is necessary that we use this approach to remaindeliver a competitive andamount of compensation to minimize the risk of talent flight to other companies with whom we compete. Specifically, we will pay additionalcompete, and salary shares allow us to do this in a TARP-compliant manner.

Salary shares have the characteristics of both cash salary and stock. Similar to a base salary, amounts in the form of stock (salary shares)salary shares were paid to the NEOs and other employees who are among the next 20 most highly-compensated employees. We will do thisin 2010 each pay period based on a predetermined grant value. However, the value granted is in the form of stock units under the SunTrust Banks, Inc. 2009 Stock Plan. The stock units will not include any rights to receive dividends or dividend equivalents. As required by EESA,TARP, each salary share will bewas non-forfeitable upon grant butand may not be sold or transferred until the expiration of a holding period. As a result, the NEO is at risk for the value of ourtransferred. The salary share stock price until the stock unit is settled. The stock units granted in 2010 will be settled in cash, one half on March 31, 2011 and one half on March 31, 2012, unless settled earlier due to the executive’s death. The amount to be paid on settlement of the salary share stock units will be equal to the value of a share of SunTrust common stock on the settlement date. As a result, the NEO is at risk for the value of our stock price until the salary share stock unit is settled. The salary share stock units do not include any rights to receive dividends or dividend equivalents. Benefit plan determinations and limits were established to ensure that the salary shares were accounted for equitably within relevant benefit plans, including limiting the inclusion of salary shares, in addition to base salary, to an amount that is equal to target annual incentive compensation for the purpose of our retirement plans.

The value of the salary shares granted to NEOs is based on delivering a competitive level of compensation, while still complying with the requirements of TARP. The Committee starts with the NEOs’ (i) current base salary and (ii) competitive target total direct compensation (base salary, annual incentive and long-term incentive). It then ensures that the total value of the salary shares and the target value of the restricted stock award does not exceed the executives’ target direct compensation and the TARP imposed limits on grants of restricted stock. For illustration purposes, below is an example of the annualized value of salary shares for an example executive with a base salary of $500,000 and target direct compensation of $1.8 million. We report the actual aggregate salary share values granted to SunTrust NEOs in 2010 in the “Stock Awards” column of the Summary Compensation Table.

Executives were provided an opportunity to earn target compensation at market competitive levels. Based on the value of SunTrust stock when salary shares are settled, actual value delivered is at risk and may vary from target levels. This is because the salary share stock units are not transferrable and will be settled in cash only after the expiration of a holding period—one half on March 31, 2011 and one half on March 31, 2012. The value of performance-based restricted stock actually delivered may also vary from target based on Company performance against predetermined performance measures and as a result of changes in our stock price between the grant date and the vesting date of the award.

2. Short-Term (Annual) Incentives

The Management Incentive Plan (MIP) is our short-term cash incentive program which rewards the achievement of annual performance goals, primarily annual financial goals. We designed the MIP to:

EESATARP prohibited us in 20092010 from paying MIP to the NEOs or any of our next 20 most highly compensated employees who participate in MIP. In addition, as in 2008, the NEO’s still would not have received a MIP payout for 2009 due to our poor financial results, even if such payments had been permitted by EESA.employees.

3. Long-Term Incentives

We attempt to reward effective long-term management decision-making through our long-term incentives. These incentives focus attention on long-range objectives and future returns to shareholders.

Long-term incentives also help achieve our objective of retaining top talent. Since 2008, the long-term incentives for NEOs have been entirely in equity with no cash component.

In 2009,Historically, we made grantsdelivered the long-term incentive in roughly equal amounts of stock options and restricted stock. Restricted stock ataligns compensation with shareholder return since the executive receives a benefit to the extent our February 9, 2009 Committee meeting. The February meetingstock price appreciates. However, restricted stock provides less leverage to corporate performance than options, which is whenan advantage in terms of risk. On the grant decisions are made every year, and the date was selected well in advanceother hand, because restricted stock delivers some value regardless of the meeting. EESA became effective on February 17, 2009, socorporate performance, it did not fully apply to us in 2009. However, EESA applied to us for the remainder of 2009. It will prohibit the grant of stock options to our NEOs in 2010 and limit the form and amountsome extent represents a guaranteed payment. An approximately equal split of restricted stock and stock options allows us to obtain most of the benefits of both forms of long-term incentives.

Prior to our participation in TARP, we can pay in 2010.

When not restricted by EESA, we determinedetermined the amount of long-term incentive (both stock options and restricted stock) to award to each NEO by reference to the median of peer practice. We determinedetermined this amount separately for each NEO. While the amount of each award is determined by market and competitive considerations, the ultimate value of the incentive depends on companyCompany performance. The Committee has intentionally tied the value of the long-term incentives for this group entirely to corporate performance rather than to individual performance because of the role these executives play in the company.

Historically, we delivered the long-term incentive in roughly equal amounts of stock options and restricted stock. In 2009, we more directly tied approximately half of certain NEOs’ long-term incentives to our performance relative to a peer group. We discuss this below under the heading, “Performance Stock.”

A. Stock Options.

Stock options generally have a ten-year term and vest (100%) three years after the date of grant. Stock options align compensation with shareholder return since the executive receives a benefit if and only to the extent our stock price appreciates. Options are not transferable.

The Committee favors stock options in part because they align the executive’s incentives with the interests of shareholders. We continued to grant stock options to our senior executives in 2009 because we believe stock options provide a long-term linkage between the interest of the executives and our shareholders.

In 2009, as in past years, the Committee determined a target amount of long-term incentive compensation for each NEO set at the median of peer practice. The Committee then awarded such amount via roughly equal amounts of stock options and restricted stock. Due to the extreme volatility of our stock price at that time, the Committee determined the grant size of each award by basing the value on the average stock price over the preceding 30 days, rather than our stock price on the date of grant. The number of options granted in 2009 was substantially higher than in 2008 because of our lower stock price and the resulting lower value per stock option.

The Committee does not intend to grant stock options in 2010 to any of the SEO’s and the next 20 most highly-compensated employees, including our NEOs, because EESA prohibits this.Company.

B. Restricted Stock.

The Committee delivered approximately half ofIn 2010, TARP greatly impacted our long-term incentives. As a result, we granted no stock options. Additionally, TARP limited the long-term incentive via restricted stock. Sharesamount and form of restricted stock will vest (100%) three years after the date of grant.

Restricted stock, like stock options, aligns compensation with shareholder return since the executive receives a benefitthat could be granted to the extent our stock price appreciates. However, restricted stock provides less leverage to corporate performance, which is an advantage in terms of risk. On the other hand, because restricted stock delivers some value regardless of corporate performance, it to some extent represents a guaranteed payment. The Committee believes an approximately equal split of restricted stock and stock options allows it to obtain most of the benefits of both forms of long-term incentive.

In 2009, as in past years, the Committee determined a target amount of long-term incentive compensation for each NEO set at the median of peer practice. The Committee then awarded such value via roughly equal amounts of stock options and restricted stock. Due to the extreme volatility of our stock price at that time, the Committee determined the size of each award by basing the value on the average stock price over the preceding 30 days, rather than our stock price on the date of grant. The number of shares granted in 2009 was substantially higher than in 2008 because of our lower stock price and, therefore, the resulting lower value per share of restricted stock.

EESANEOs. TARP permits “long-term” restricted stock, but only to the extent the value of the stock does not exceed one-third of the total amount of annual compensation of the employee receiving the stock.compensation. To comply with EESA,TARP, such grants must have a minimum service requirement of at least two years and must not fully vest until after we repay TARP. In addition, all CPP-related obligations.grants are subject to our share ownership and retention policy, which imposes additional holding periods. We discuss this policy below under the caption,“Other Guidelines and Procedures Affecting Executive Compensation—Share Ownership and Share Retention Guidelines.”

In light of the substantial changes to the compensation structure as a result of TARP, the Committee reconsidered the design of the long-term incentive. Additionally, peer data was obtained to provide competitive insight. In February 2010, the Committee balanced delivering an appropriately-sized long-term incentive which complied with TARP while also providing awards that remained tied to Company performance.

For 2010, the Committee made long-term incentive awards to the Named Executive Officers. The Committee continued its practice of tying the vesting of a significant portion of its long-term awards to our performance. We discuss these below in the section “Performance Vesting of Incentives.”

C. Performance Vesting of Long-Term Incentives.In 2009, we began tying the vesting of certain of our equity grants to our performance relative to a comparison group. In 2009, at least half of the restricted stock that we granted to our NEOs was performance vested, except for Messrs. Freeman and Dierker, who were not then NEOs, and two-thirds of the equity granted to our CEO was performance vested. In addition, approximately half of the stock options that we granted to Messrs. Wells, Rogers and Chancy was performance vested.

Performance-vested restricted stock is granted by the Committee. At the end of the three-year performance period, the final vested number of shares will be adjusted up or down based on our relative performance. Performance will be measured based on total shareholder return (TSR). TSR is our stock price gains plus the value of dividends reinvested in our common stock. Our TSR will be compared to a comparison group made up of the 25 largest bank holding companies by asset size. We will measure performance over three years. For example, for the first grant made in 2009, the measurement period will be January 1, 2009 through December 31, 2011. We will calculate beginning and ending TSR values based on a 20-trading day average stock price to reduce the effect of volatile industry stock prices. The final number of shares will be determined as follows:

We will use straight-line interpolation to determine final awards when our performance falls between the 25^th and 75^th percentiles. This means that we determine actual payouts by formula and that payouts are directly proportional to actual performance. Each 1% of actual performance above or below target affects the payout by 2%. For example, if actual performance were determined to be at the 47^th percentile relative to the comparison group, or 3% below target, then the payout would be 94% of target. Similarly, if actual performance were determined to be at the 53^rd percentile relative to the comparison group, or 3% above target, then the payout would be 106% of target.

Earned shares will be paid out at the end of the three-year performance period. We will not pay dividends on shares until the shares are earned. Any regular or extraordinary dividends paid during the performance period will be reinvested into additional notional shares. These reinvested shares will be added to the final payment of earned shares.

Performance vested stock options will vest similarly, with one major limitation. We capped the number of stock options that may be finally awarded to Messrs. Wells, Rogers and Chancy. The total number of stock options will not exceed the initial number of stock options granted, even if our TSR exceeds the 50th percentile.

For 2010, the Committee approved changes to the long-term incentive structure for the Named Executive Officers and additional executives. The Committee continued its practice of tying a significant portion of its long-term awards to the Company’s performance. Although not required by TARP, the long-term incentive plan measured performance at two different levels: a funding level and increased from 50% to 100%then a subsequent negative discretion step. First, the portionpotential value of such awards which will be tied to corporate performance. For 2010,the restricted stock grant was funded based on the following performance will be based half on relativemeasures: total shareholder return (TSR) on an annual basis andrelative to the remainder on25 largest banks, net income available to common shareholders, return on equity, (ROE), and the level of charge-offs.

The Committee has established threshold, target, and maximum performance levels for each of the performance metrics for fiscal 2010. Accomplishment of these performance levels will determine a numberdetermined the value of the shares of restricted stock which the Committee could have potentially will awardgranted to each executive before the end of 2010. However,

The actual value of the actual number of shares to be awarded will begranted was also subject to the Committee’s negative discretion (can(could only reduce the numbervalue of shares that may be awarded). Further, in no case shallIn addition, the maximum number of shares awarded could not exceed the compensation limits under EESATARP of one-third of the executive’s total annualcompensation. Performance measures and corresponding award levels under the 2010 Long-Term Incentive Plan for TARP Impacted Executives are summarized in the chart below.

The Committee will measuremeasured achievement of the performance metrics in late December 20102010. Straight-line interpolation was used to calculate payout values between minimum, target, and after considering whethermaximum levels. This means that we determined actual payouts by formula and that payouts were directly proportional to exercise negative discretion, will make long-termactual performance. Performance substantially exceeded forecast and the potential award pool was funded at the maximum level. Although cumulative “funding” totaled 74%, the potential award pool was capped at 50% of base compensation due to TARP limits.

In addition to the Company measures listed above, the Committee, as permitted under the plan, considered other performance factors in determining the final restricted stock grantsgrant for our NEOs. In 2010, the Company exceeded the net income available to common shareholders target by more than $423 million. Before preferred dividends, the executives atCompany was profitable in three of the four quarters, and was profitable on this basis for the full year. Credit quality continued to improve with net charge-offs, nonperforming assets and early stage delinquencies all declining. In consideration of these factors, the Committee decided it was appropriate for the NEOs to receive a significant portion of the funded value of the restricted stock award. While the Committee was pleased with the progress that time.the Company made during the year to return to sustainable profitability, it was not satisfied that the Company generated a net loss to common shareholders during the full year. As a result, the Committee decided to apply negative discretion. The funded value of the restricted stock award was ultimately adjusted from the 50% allowed under TARP and the formula to 40% of base compensation (base salary plus salary shares) for each of the NEOs.

The value of the restricted stock granted to each NEO is reported in the Summary Compensation Table. In accordance with the requirements of EESA, suchTARP, the grants will vest (100%) only afterupon the later of two years and after the Company’s repayment of TARP.

The Committee believes the process used to determine incentive grants this year retained a substantial link to performance, complied with TARP, and allowed the Committee to deliver a competitive incentive which also was sized appropriately relative to peers. The Committee intends to continue this form of performance-based restricted stock in 2011 for the NEOs who are TARP restricted. Once we repay TARP, the Committee will reevaluate executive compensation programs and competitive target compensation and make adjustments to plans and components of compensation consistent with the Company’s compensation philosophy and objectives.

4. Benefits

A. 401(k) Plan and 401(k) Excess Plan Matching Contributions.Deferred Compensation Plan.

We offer a qualified 401(k) Plan and a nonqualified 401(k) Excess Plandeferred compensation plan to provide tax-advantaged savings vehicles. We make matching contributions to the 401(k) Plan and the 401(k) ExcessDeferred Compensation Plan to encourage employees to save money for their retirement. These plans, and our contributions to them, enhance the range of benefits we offer to executives and enhance our ability to attract and retain employees.

Under the terms of the qualified 401(k) Plan, employees may defer from 1% to 20%50% of their eligible pay, and we match the first 5% on a dollar-for-dollar basis, for a total match of 5% of eligible pay for each participant who defers 5% or more of his or her eligible pay. Matching contributions are deposited into investment funds, including companyCompany stock, based on Plan participants’ directions.

We also maintain a nonqualified 401(k) Excessdeferred compensation plan in order to further assist NEOs and certain other executives in saving for retirement. The Deferred Compensation Plan allows participants to provide benefits that would have otherwise been provided underdefer up to 50% of base salary and up to 90% of incentive compensation. Participant deferrals based on earnings in excess of the qualified 401(k) Plan to certain participants but for certain maximum statutory limitsIRS compensation limit imposed on qualified plan benefits (for example, annual limits on eligible pay and contributions). Generally, members of senior management whose eligible pay exceeds the qualified plan compensation limittax-qualified plans are eligible for the 401(k) Excess Plan.a Company contribution equal to 5% of such eligible earnings (limited to amount deferred). Company contributions for participants hired after January 1, 2011 are subject to a 2-year vesting schedule. Because the 401(k) ExcessDeferred Compensation Plan is unfunded, we account for all participants’ deferrals plus our matching contributions in phantom investment units. Participants’ investment choices in the 401(k) ExcessDeferred Compensation Plan are generallylargely the same investment options allowed in the 401(k) Plan.

We determine our matching contributions to both plans in part by the level of participation by the executive. We cap our matching contributions at specific amounts (except in the 401(k) Excess Plan, where we do not subject the NEOs and other executive leadership to the matching limit). We established the maximum limits on our matching contributions by reference to market and peer practices.

At the end of 2009, we merged the 401(k) Excess Plan with our Deferred Compensation Plan in order to simplify its administration and facilitate participation. This is not expected to affect the NEOs’ compensation.

B. Perquisites and Other Benefits.We eliminated most perquisites and personal benefits on January 1, 2008. Certain usage of our corporate aircraft may constitute a personal benefit, and we disclose this benefit when the cost of providing this benefit, together with the cost of all other perquisites and personal benefits, is at least $10,000.

C. Post-Termination Compensation

Compensation—Retirement Plans.We maintain both qualified and nonqualified defined benefit retirement plans that we have designed to work together to provide retirement pay to our senior executives. We pay the entire cost of benefits under these plans, which are in addition to our defined contribution plans, such as the 401(k) Plan and the Deferred Compensation Plan, all of which encourage participants to set aside part of their current earnings to provide for their retirement.

The SunTrust Retirement Plan is a tax-qualified plan available to almost all employees. It provides monthly benefit payments for a participant’s lifetime, usually beginning at age 65, although benefits may begin as early as age 55 with five yearstermination of service,employment and some participants also have an option to receive lump sum payments. In addition to the SunTrust Retirement Plan, we also maintain threefour nonqualified defined benefit type plans—the ERISA Excess Plan, the SunTrust Restoration Plan (“Restoration Plan”), the SunTrust Supplemental Executive Retirement Plan (“SERP”), and the Crestar SERP. These nonqualified plans coordinate with the SunTrust Retirement Plan to provide an overall targeted level of retirement benefits. None of the NEOs will participate in the Restoration Plan. The SERP and the Crestar SERP are closed to new participants, and instead new executive participants will participate in the Restoration Plan.

All of the nonqualified deferred compensation plans are considered our “unfunded” general contractual obligations and are subject to the claims of our creditors. If we were ever to become insolvent, participants would be considered our general unsecured creditors. This status with respect to these benefits should help ensure that the interests of the officer-participants are aligned with our long-term interests ofand those of our shareholders.

We provide pension benefits to attract and retain executives. Each plan’s benefit formula determines the amount payable under the plan to each NEO. We describe the formulas of the plans in which the NEOs participate in the narrative preceding the “Pension Benefits Table” below. The amount of benefits varies based upon the plan, the executive’s years of service with us, and the executive’s compensation (primarily(generally, annual cash compensation by which we mean cash base salary and MIP)annual incentive). As previously discussed, our NEOs were prohibited by TARP from participating in MIP, our annual incentive plan, and instead were eligible for salary shares as a means of offering competitive compensation that is fully compliant with TARP limitations. Since salary shares were not contemplated at the time these plans were designed, the Committee reviewed the competitive market data available and sought the advice of the Committee’s independent compensation consultant. Even though salary shares are paid along with base salaries during each pay period, to have based pensionable earnings on the sum of these two forms of salary pay would have led to unintended, and unwarranted, increases in pension benefits. Consistent with the intention of our retirement programs for executives, the Committee decided to include only the amount representing target annual cash compensation in the retirement calculations in order to provide retirement benefits at levels comparable to those intended by the currently approved plans. The total retirement benefit is determined by the SERP.

D. Post-Termination Compensation—Change in Control Agreements.We have change in control (“CIC”) agreements with members of senior management, including each of our NEOs. Except for these CIC agreements and our broad-based severance policy, none of our NEOs has an employment agreement which requires us to pay their salary or severance for any period of time. We entered into the CIC agreements because the financial services industry has been consolidating for a number of years and we do not want our executives distracted by a rumored or actual change in control. Further, if a change in control should occur, we want our executives to be focused on the business of the organization and the interests of shareholders. We think it is important that our executives can react neutrally to a potential change in control and not be influenced by personal financial concerns.

We believe that CIC agreements should compensate executives who are displaced by a change in control and not serve as an incentive to increase an executive’s personal wealth. Therefore, our CIC agreements require that there be both a change in control and an involuntary termination without “cause” or a voluntary termination for “good reason.” This is often referred to as a “double-trigger.” It ensures that we will not become obligated to make payments under the CIC agreements only ifunless the executive’s employment actually terminates as a result of the change in control. The CIC agreements provide these same protections to our executives whom we terminate without “cause” or who terminate for “good reason” in anticipation of a change in control if such termination occurs during the period beginning with shareholder approval of a change in control and ending on the date the change in control actually occurs. Our stock option agreements and other long-term incentive compensation arrangements (other than performance stock grants made prior to 1998) also have a double trigger prior to accelerated-vesting in connection with a change in control.

We believe our CIC agreements are consistent with market practice and assist us in retaining our executive talent. We set the level of benefits by reference to peer practices for similar positions in order to remain competitive with the banking industry as a whole and specifically with our peer group. We condition all payments under the CIC agreements on an executive agreeing to confidentiality, non-solicitation and non-disparagement provisions.

However, EESAPresently, TARP prohibits us from paying severance or other post-termination payments to our NEOs. As a result, if a change in control occurs before we repay TARP, we will not be able to pay the NEOs and the next five most highly-compensated employees.amounts required under these agreements.

Other Guidelines and Procedures Affecting Executive Compensation

Grants of Stock-Based Compensation.The Committee approves all grants of stock-based compensation to the CEO, and the President and Chief Operating Officer, and all other persons reporting to the CEO.NEOs. The Committee also approves the size of the pool of stock-based awards to be granted to other employees and delegates to the CEO the authority to make and approve specific awardsgrants to employees other than those who report directly to the CEO.NEOs. The Committee reviews such grants and oversees the administration of the program.

Stock-Based Compensation—Procedures Regarding Timing and Pricing of Awards.Grants.Our policy is to make grants of equity-based compensation only at current market prices. We set the exercise price of stock options at the closing stock price on the date of grant, and do not grant “in-the-money” options or options with exercise prices below market value on the date of grant. Absent special circumstances, it is our policy to make the majority of such grants at the February meeting of our Board. However, we make a small percentage of grants at other times throughout the year, mostly on the date of regularly-scheduled meetings of the full Board in connection with exceptional circumstances, such as the hiring or promotion of an executive officer, special retention circumstances, or merger and acquisition activity. As noted above, the Committee made grants to the NEOs and certain other TARP Impacted Executive officers in December, 2010 to allow for performance considerations. The Company made grants to the other participants in February, 2010.

We try to make stock awardequity based grants and stock option grants at times when they will not be influenced by scheduled releases of information. We do not otherwise time or plan the release of material, non-public information for the purpose of affecting the value of executive compensation. Similarly, we do not set the grant date of stock options to new executives in coordination with the release of material non-public information and, instead, these grants primarily have grant dates corresponding to the date of the February Board meeting or the next pre-selected off-cycle grant date.

We chose the February meeting of our Board because it is the first meeting of the Board after we have publicly announced financial results for the completed year. This date also allows time for performance reviews following the determination of corporate financial performance for the previous year. This allows us to make grants at a time when our financial results have already become public, and when there is little potential for abuse

of material non-public information in connection with stock or option grants. We believe we minimize the influence of our disclosures of non-public information on the exercise price of these long-term incentives by selecting dates well in advance and which fall several days or weeks after we report our financial results, and by setting the vesting period at one year or longer. We follow the same procedures regarding the timing of grants to our executive officers as we do for all other participants.

Clawbacks—Adjustments to Incentive Compensation as a Result of Financial Statement Restatements.The Committee’s practice has been to consider adjusting future awards or recovering past awards in the event of a material restatement of our financial results. As a result of the passage of EESATARP and our participation in the CPP, the Committee strengthened this recoupment policy. EESApolicy in 2009. TARP requires us to recover any bonus or incentive compensation paid to an NEO or any of the next 20 most highly-compensated employees based on statements of earnings, gains, or other criteria which prove to be materially inaccurate. The Committee recently amended the 2009 Stock Plan, the MIP, and most other incentive compensation plans to include a provision which contractually implements this.

Share Ownership and Share Retention Guidelines.Although our directors and executive officers already have a significant equity stake in our company (as reflected in the beneficial ownership information contained in this Proxy Statement), we have adopted a share ownership and retention policy for directors and for senior management to formalize these important principles of share ownership and share retention. We recently modified this policy in 2009 in connection with our change to a total equity-based long-term incentive program for executives.

We require our CEO to own SunTrust common stock worth at least five times his cash salary. We require his direct reports and other specified executive officers, who include all of the NEOs, to own stock equal to three times their cash salary. We allow these officers five years to meet this ownership requirement, measured from the later of the date of adoption of this policy and the date they became subject to the policy. We count unvested restricted stock and our common stock or its equivalent held in the 401(k) Plan and phantom shares in nonqualified plans, but do not count shares to the extent that the risk of ownership has been hedged. We also require our CEO to retain all of the shares acquired upon exercise of an option (net of income taxes and exercise price) for at least one year. Similarly, we require the CEO’s direct reports to retain 75%, and other specified executive officers to retain 50%, of the net shares acquired upon exercise of an option for at least one year.

We require non-employee members of our Board to own at least 4,000 shares of our common stock. We count restricted stock, restricted stock units, and deferred or phantom stock towards this requirement. We allow members of the Board five years in which to meet this requirement, measured from the later of the date we adopted this policy or from their election to the Board. AllPresently, all Board members currently meetare in compliance with this ownership requirement.policy as it applies to them.

Tax Considerations

We consider the tax treatment of various forms of compensation and the potential for excise taxes to be imposed on our NEOs which might have the effect of frustratinghindering the purpose of such compensation. We consider several provisions of the Internal Revenue Code.

Section 162(m).Prior to amendments enacted by EESA,TARP, Section 162(m) provided that we may not deduct for federal income tax purposes compensation expense we incur in excess of $1 million for any year for our CEO, CFO and the three other highest paid executive officers at the end of such year (covered employees). An exception existed for “performance-based compensation” paid under a plan when the material terms of the performance goals have been approved by our shareholders within the last five years. Our shareholders approved the material terms of the performance goals under the MIP at the annual meeting held in 2010 and for the 2009 Stock Plan at last year’s annual meeting and for MIP at our annual meeting of shareholders held in 2005. We will ask our shareholders to re-approve the performance goals under MIP at this year’s Annual Meeting. We are also asking our shareholders to approve an expanded list of performance goals under MIP. Refer to Item 2 in this Proxy Statement.2009.

Effect of EESATARP on Section 162(m).In 2008, we participated in the U.S. Treasury Department’s Capital Purchase Program by selling preferred stock and common stock purchase warrants to the U.S. Treasury. As a

result, we became subject to certain executive compensation requirements under EESA.TARP. Among those was our agreement to not deduct for federal income tax purposes compensation paid to any NEO in excess of $500,000. In addition, we are prohibited from deducting certain performance basedperformance-based compensation we pay under shareholder approved plans.

Section 409A.Section 409A generally governs the form and timing of nonqualified deferred compensation payments. Section 409A imposes sanctions on participants in nonqualified deferred compensation plansDeferred Compensation Plans that fail to comply with Section 409A rules, including accelerated income inclusion, an additional 20% income tax (in addition to ordinary income tax) and an interest penalty. We have amended our nonqualified deferred compensation plansDeferred Compensation Plans to comply with Section 409A or to qualify for an exemption from Section  409A.

Compensation Committee Report

Compensation Discussion and Analysis

The Compensation Committee reviewed and discussed the Compensation Discussion and Analysis included in this Proxy Statement with management. Based on such review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Risk Review

The Committee has also reviewed the Company’s extensive review of the risks implicated by both the plans in which our Senior Executive Officers (SEOs) participate, and all other compensation plans, including those in which SEOs do not participate.

2008-2009 Risk Review

In late 2008 and early 2009, the Committee met with the Chief Risk Officer and discussed and reviewed the SEO incentive plans. That review focused on the incentive plans in which the SEOs participated—the Management Incentive Plan (MIP) and the 2004 Stock Plan. The Committee also discussed and reviewed with the Chief Risk Officer the relationship between our risk management policies and practices and the SEO incentive compensation arrangements. The Committee concluded that our incentive compensation arrangements did not encourage our SEOs to take unnecessary and excessive risks that threaten the value of the financial institution, because:

2009 Risk Adjusted Pay for Performance (RAPP) Review

In June 2009, the Treasury published an interim final rule that appliesapplied additional risk review requirements to companies that participated in the Treasury’s Capital Purchase Program (CPP) and which have not repaid TARP. In anticipation of those requirements, the Company commenced a broad review of its incentive plans. This review analyzed each job and compensation plan on two dimensions—compensation risk and business risk.

We assessed compensation risk in several ways. First, we looked at the performance metrics used in the plan, and considered whether they incorporated or adjusted for risk and whether the plan payouts were tied to corporate performance. Next, we looked at the pay mix for the job, including the mix of fixed and variable pay and the mix of short- and long-term pay. Then we looked at the methods used withto implement the incentives, including how payouts are calculated, the use of thresholds and caps, frequency of payment, clawbacks, and the ability to exercise discretion to reduce payouts. Finally, we looked at actual plan design, including the magnitude of the upside pay potential (leverage) and how the plans are actualactually administered.

We also assessed business risk for each job and plan. We did this because it is particularly important to scrutinize incentive compensation when the job or function generates risk for the Company in order to ensure that pay is risk-adjusted. We specifically looked at market risk, credit risk and operational risk, and the overall time horizon of the business and pay to consider whether the payout is tied to the likely realization of business risks.risk. Our business risk review also looked at the existing control environment, possible improvements and best practices.

2010 Risk Review

Building on ourThe RAPP review is now incorporated into the annual review process of our incentive plans and was applied in early this way in the latter part of 2010.

2010 withinand 2011 Risk Reviews

The Committee has discussed, evaluated and reviewed with the Chief Risk Officer, the NEO compensation plans and all other compensation plans at least every six months after the effective date of the Treasury’s new regulations,months. In February, 2010, in August, 2010, and again in February, 2011, the Committee met with the Chief Risk Officer and discussed and reviewed all of the Company’s compensation plans. The primary plans that were reviewed were:

SunTrust Banks, Inc. Management Incentive Plan (MIP)

MIP is an annual cash incentive plan designed to support the Company’s strategic business objectives, promote the attainment of our financial plan, reward the achievement of business unit and individual performance objectives, and promote teamwork. Most managers, key teammatesemployees in corporate functions such as marketing, human resources or accounting, and other key contributors (who are not participating in a Functional Incentive Plan) with broader, company-wide and/or strategic responsibilities, participate in the MIP.

Funding of an award is based on two components—a corporate component and an individual/divisional component. The corporate component is based on corporate financial results—75% on net income available for common shareholders, and 25% on return on equity. The division/individual component is funded based on performance relative to pre-established division and individual goals. For most participants, MIP is weighted 30% on corporate performance and 70% on division/individual performance. For our CEO and his direct reports,the other NEOs, MIP is weighted 100% on corporate performance.

The primary risk under MIP is that payouts might not be in proportion to corporate or personal performance. MIP addresses this risk by:

The Committee believes that, because of these design elements, the MIP doesnot encourage:

SunTrust Banks, Inc. Functional Incentive Plans (FIP)

Most revenue generating employees participate in a FIP instead of MIP. (No NEOs participate in FIPs.) We use FIPs to link employee compensation to the successful achievement of their business objectives. We try to structure FIPs to drive behaviors that directly affect revenue or productivity. Therefore, FIP is not a single plan, but will bewas approximately 110115 separate plans for 2010.

While our FIPs have many common features and plan terms, they generally fall into one of three categories: commission plans, incentive plans, and bonus plans. Commission plans pay based on production less a monthly draw. Incentive plans mostly pay based on formulas tied to new sales and revenue growth above a threshold. Bonus plans are annual discretionary awards from a pool of dollars funded through business unit profit and/or revenue performance.

The review of our functional incentive plans, through a risk lens, was intense during the last half of 2009 and will continue intothe first half of 2010. We have made good progress in strengtheningstrengthened the balance between safety and soundness of the Company, risk management, and incentive compensation. We will continue to approach our work by applying the following principles:

The Committee believes that as a result of existing limits and practices, and the enhancements made to the 2010 FIPs, the FIPs donot encourage:

SunTrust Banks, Inc. 2009 Stock Plan (2009 Stock Plan)

The 2009 Stock Plan authorizes equity awards that can be granted to our employees. We award restricted stock to senior leaders, senior managers and other key teammates.employees. Typically, these awards vest after three years. For the SEOs, we may tie the vesting of a substantial portion of such awards to our performance. We discuss our practices with respect to performance-vesting of our equity awards in the Compensation, Discussion and Analysis section, above. In addition, when not restricted by EESA,TARP, we usually granthistorically granted stock options to the CEO and his direct reports, and other senior leaders.

The primary risk under the 2009 Stock Plan is that awards will inappropriately incent risk-taking since the value of awards is leveraged to the Company’s future performance. The 2009 Stock Plan limits this risk by:

The Committee believes that, as a result of these design elements, the 2009 Stock Plan doesnot encourage:

SunTrust Banks, Inc. Long-Term Incentive Cash Plan (LTI Cash Plan)

Under the LTI Cash Plan we make cash awards to senior managers and other key teammatesemployees below the senior management level. The award does not change over the three-year period. It does not increase due toaccrue interest or increase or decrease as a result of changes in our stock’s market value, and it does not decrease.value.

The LTI Cash Plan award characteristics are:

The Committee believes that, as a result of these design elements, the LTI Cash Plan doesnot encourage:

Conclusions of 2010 Risk ReviewReviews

As a result of the work that preceded the 2010 Risk Review, the Company made a number of amendments to improve the design of certain 2010 FIP plans. As a result of these amendments and based upon the Committee’s review, theThe Committee is able to certifyhereby certifies that:

Submitted by the Compensation Committee of the Board of Directors.

Alston D. Correll,Chairman

Patricia C. Frist

David. H. Hughes

G. Gilmer Minor, III

Frank S. Royal, M.D.

Executive Compensation Tables

The following tables provide information about the compensation we paid to the NEOs for the year ended December 31, 2009 to the NEOs.2010. We report compensation in accordance with SEC regulations. Those regulations require us in some tables to report: (i) amounts paid in previous years; (ii) amounts that may be paid in future years, including amounts that will be paid only upon the occurrence of certain events, such as a change in control of SunTrust; (iii) amounts we paid to the NEOs which might not typically be considered “compensation” (for example, distributions of deferred compensation earned in prior years, and interest on such amounts); (iv) an assumed value for share-basedequity compensation, under accounting rules, even though the actual realization of cashvalue the NEO ultimately may realize from the award maywill depend on whether our stock price appreciates above its price on the date of grant and whether the executive continues his employment with us; and (v) the increase in present value of future pension obligations, even though such increase is not currently paid and even though any pension benefits will depend upon a number of factors, including when the executive retires, his compensation at retirement, and in some cases the number of years the executive lives following his retirement.

Therefore, we

We encourage you to read the following tables closely. The narratives preceding the tables and the footnotes accompanying each table are important parts of each table. Also, weWe also encourage you to read this section in conjunction with the Compensation Discussion and Analysis, above.

20092010 SUMMARY COMPENSATION TABLE

Salary.In this column, we disclose the amount of base salary paid to the NEOs during the year. This includes salary amounts voluntarily deferred by the NEO.

Stock Awards and Option Awards.In the columns “Stock Awards” and “Option Awards,” SEC regulations require us to disclose an amount equal toreport the fair value of the grant on the grant date computed in accordance with FASB ASC Topic 718. For restricted stock, the grant date fair value per share is equal to the closing price of our stock on the date of grant or, for performance vested restricted stock, our estimate of the probable outcome as of the date of grant. For stock options, we base the fair value per share on certain assumptions. Please refer to note 16 to our financial statements in our annual reports for the years ended December 31, 2010, 2009, 2008, and 2007.2008. We disclose the full fair value of the award in the year in which it was granted but without reduction for estimated forfeitures (as we do for financial reporting purposes).

In 2008, we began issuing restricted stock to the NEOs as part of their long-term incentive package. We did not make grants of restricted stock to the NEOs in 2006 or 2007. Restricted stock typically cliff vestsdoes not vest at all until three years from the date of grant. We condition awards on the participant’s continued employment with us, but the stock awards may have additional restrictions, including performance conditions. In 2009, we conditioned the vesting of a portion of the restricted stock granted to some of the NEOs on Company performance. For these awards, we disclose in the following table the estimated or target amount of compensation on the grant date. Stock compensation in 2010 reflects both the award of time-vested restricted stock and the portion of salary paid in the form of salary shares. Please refer to the discussion of salary shares in the Compensation Discussion and Analysis, above.

Non-Equity Incentive Plan Compensation. In this column, we disclose the dollar value of all earnings based upon achievement of incentive performance measures unless required to be disclosed in the “Bonus” column because of the exercise of discretion. We include an award in a particular year based on whether the relevant performance measurement period for the award ended during the year. For example, we make annual payments under our MIP based upon our financial results measured as of December 31 of each year. Accordingly, the amount we report for MIP corresponds to the year for which the NEO earned the award even though we do not pay the award until several weeks after the end of such year.

Change in Pension Value and Nonqualified Deferred Compensation Earnings.In this column, we disclose the sum of the dollar value of (1) the aggregate change in the actuarial present value of each NEO’s benefit under all defined benefit and actuarial pension plans (including supplemental plans) in the year, if positive; and (2) any above-market or preferential earnings on nonqualified deferred compensation, including benefits in defined contribution plans.

All Other Compensation.In this column, we disclose the sum of the dollar value of perquisites and other personal benefits and all other compensation, if any.

20092010 SUMMARY COMPENSATION TABLE