EXHIBIT
10.2

Amendment Number Four to the
 SunTrust Banks, Inc.
401(k) Excess Plan
 Amended and Restated as of July 1, 1999

WHEREAS, SunTrust Banks, Inc. (the
"Corporation") has adopted and currently
sponsors the SunTrust Banks, Inc. 401(k) Excess Plan, as amended and
restated effective July 1, 1999 and subsequently amended (the
"Excess Plan"); and

WHEREAS, the
Compensation Committee of the Corporation's Board of Directors
has sole discretionary authority pursuant to Section 8.1 of the Excess
Plan for the operation, interpretation and administration of the Excess
Plan and is authorized and empowered pursuant to Section 9.8 to amend
the Excess Plan; and

WHEREAS, the Compensation Committee
pursuant to paragraph 8.1.5 of the Excess Plan has delegated authority
to the Human Resources Director and other appropriate officers and to
the Benefits Plan Committee and the Deferral Plan Committee, as
applicable, or their delegates to take actions to adopt and implement
certain amendments approved by the Compensation Committee on November
7, 2005, as well as other amendments that they may deem appropriate,
without further authorization of the Compensation Committee except for
any matters which counsel to the Corporation believes will have a
material financial impact on SunTrust; and

WHEREAS, the
undersigned is a Senior Vice President of the Corporation and a member
of the Benefits Department and also a member of both the Benefits Plan
Committee and the Deferral Plan Committee.

NOW THEREFORE, BE IT
RESOLVED That Amendment Number Four to the Excess Plan, as set forth in
the attached Exhibit 1, is adopted effective January 1, 2006.

IN
WITNESS WHEREOF, the undersigned has executed this Amendment Number
Four to the Excess Plan on this 30th day of December 2005.





							
	 		ATTEST
	 		 
	By:                                                                                   		By:                                                                                   
	 		 
	Title:                                                                               		Title:                                                                               
	













Exhibit 1

AMENDMENT NUMBER
FOUR TO THE
 SUNTRUST BANKS, INC. 401(k) EXCESS PLAN
 AS
AMENDED AND RESTATED EFFECTIVE JULY 1, 1999

The
SunTrust Banks, Inc. 401(k) Excess Plan, as amended and restated
effective July 1, 1999, and subsequently amended (the
"Excess Plan"), is further amended as set
forth below:

		
	1. 	The definition of
"Compensation" in Section 1.10 amended to
read as follows, effective January  1, 2006:


			
		1.10 	Eligible Compensation
means, for purposes of the Excess Plan, Eligible Compensation as
defined in the 401(k) Plan, from time to time, determined without
regard to Code Section 401(a)(17) and modified in accordance with the
provisions of paragraphs 2.2 and 2.3 of this Excess Plan.


		
	2. 	Section 2.2 of the Excess Plan is
revised to read as follows, effective January 1, 2006:


			
		2.2 	Compensation Limit.
Eligible Compensation taken into account for purposes of elective
contributions and matching contributions under this Excess Plan shall
be limited to two times the annual compensation limit for qualified
plans under Code section 401(a)(17), as adjusted annually for increases
in the cost-of-living.