EXHIBIT
10.2

AMENDMENT NUMBER SIX TO THE
 SUNTRUST BANKS, INC.
401(k) PLAN
 As Amended And Restated Effective January 1, 2002

WHEREAS, SunTrust Banks, Inc. has adopted and sponsors the SunTrust
Banks, Inc. 401(k) Plan, as amended and restated as of January 1, 2002,
and subsequently amended (the 401(k) Plan); and

WHEREAS, Section
8.1 of the 401(k) Plan permits the Plan Committee (the Committee) to
amend the 401(k) Plan; and

WHEREAS, the Committee deems it
appropriate to amend the 401(k) Plan: (1) to add nondeferred Management
Incentive Plan (MIP) awards as a form of compensation from which
participants can make elective contributions; (2) to incorporate
relevant provisions of the Final Treasury Regulations under Code
Sections 401(k) and (m) effective January 1, 2006; and (3) to
incorporate the automatic rollover rules under Code Section
401(a)(31)(B) effective March 28, 2005.

WHEREAS, SunTrust Banks,
Inc. acquired Seix Investment Advisors, Inc. on May 28, 2004, and
acquired Zevenbergen Capital, Inc. on January 1, 2005. Employees in
each of the acquired companies began participating in the 401(k) Plan
in accordance with the eligibility requirements set forth in the Plan,
on the dates specified in the attached Addendum B24 for Seix Investment
Advisors, Inc. and Addendum B25 for Zevenbergen Capital, Inc.

NOW, THEREFORE BE IT RESOLVED that the 401(k) Plan is amended and
modified as set forth in the attached Exhibit 1, effective as of the
dates indicated in Exhibit 1.

IN WITNESS WHEREOF, the Committee
has caused this Amendment Number Six to be executed by its duly
authorized member.

EXECUTED this
         day of December, 2005.





							
	PLAN
COMMITTEE ATTEST		ATTEST
	 		 
	By:                                                                                   		By:                                                                                   
	 		 
	Title:                                                                               		Title:                                                                               
	 		 
	



















Exhibit
1



AMENDMENT NUMBER SIX TO THE
 SUNTRUST BANKS, INC.
401(k) PLAN
 As Amended And Restated Effective January 1, 2002

The SunTrust Banks, Inc. 401(k) Plan, as amended and restated
effective January 1, 2002, and subsequently amended, is further amended
as set forth below, effective as of January 1, 2006, unless otherwise
stated:

		
	1. 	Subsection 1.11(a),
is amended effective January 1, 2006, as set forth below:


		
	1.1 	Compensation. . .
..


			
	 	(a)	Contributions.    For
purposes of determining the percentages that each Participant can
contribute, Compensation means the basic earnings (calculated monthly,
weekly or hourly, as applicable) paid by an Employer to an Employee,
plus (1) shift differentials; (2) compensation classified on his
Employer's payroll as vacation pay or sick pay; (3) draw for a
commission Employee; (4) overtime pay; (5) certain bonuses,
commissions, non-deferred payments under the SunTrust Management
Incentive Plan (MIP) or any successor plan, and other incentive pay as
determined from time to time by the Board or the Compensation
Committee; and (6) salary reduction contributions under Code Sections
401(k), 125 (flexible benefits), and/or 132(f) (parking, effective
January 1, 1999). Compensation excludes (1) other forms of extra
compensation; (2) Employer payments for group insurance; (3) payments
under this Plan and any other qualified or non-qualified deferred
compensation plan; (4) income arising from stock options, stock awards
and stock appreciation rights; (5) fringe benefits (except qualified
transportation fringe benefits under Code Section 132(f)); (6) expense
reimbursements; (7) payments under an Employer's long-term
disability plan; and (8) other forms of indirect payments. Compensation
for the Participant who enters the Plan after the beginning of a Plan
Year includes only amounts earned after he enters the
Plan.


		
	2. 	Subsection 3.1(d)(6) is clarified
effective January 1, 2002, as set forth
below:


		
	3.1 	Employee Elective
Contributions and Catch-Up Contributions.


		
	 	. .
..


			
	 	(d)	Catch-Up Contributions.


		
	 	. . .


			
	 	(6)	Matching
Contributions. The Employers will not make any Matching
Contribution on any Catch-Up Contribution, except those that are
recharacterized as regular Elective Contributions and that are eligible
for a Matching Contribution under Subsection 3.2(a).


		
	3. 	Subsection 3.1(h) is amended effective January 1, 2004, by
adding the following sentence to the end:


		
	3.1 	Employee Elective Contributions
and Catch-Up Contributions.


		
	 	. . .


			
	 	(h)	Modification. . . . The
Committee may limit the election frequency to once in each Plan Year
for those Participants who also participate in the SunTrust Banks, Inc.
401(k) Excess Plan or in any similar nonqualified deferred compensation
plan.


		
	4. 	Subsection 5.2(b) is amended effective January
1, 2006, as set forth below:


		
	5.2 	Hardship
Withdrawals.


		
	 	. . .


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	 	(b)	Immediate
and Heavy Financial Need. The Participant may make a hardship
withdrawal only if he incurs a hardship that creates an immediate and
heavy financial need that he cannot meet without the withdrawal.
Effective January 1, 2006, a hardship withdrawal must be necessitated
by either:


			
	 	(1)	Expenses for, or
necessary to obtain, medical care for the Participant, Spouse,
qualifying child, or qualifying relative, which would be deductible
under Code Section 213(d) if determined without regard to whether
medical expenses exceed 7.5% of adjusted gross income.


			
	 	(2)	Costs directly related to the
purchase of the Participant's principal residence, (including
land purchase and all construction costs, and excluding mortgage
payments).


			
	 	(3)	Payment of tuition,
related educational fees, and room and board expenses, for up to the
next 12 months of post-secondary education (including trade school) for
the Participant, Spouse, qualifying child or qualifying relative.


			
	 	(4)	Payments necessary to prevent
eviction of the Participant from his principal residence, or
foreclosure on the mortgage on his principal residence.


			
	 	(5)	Payments for burial or funeral
expenses for the Participant's deceased Spouse, qualifying child
or qualifying relative.


			
	 	(6)	Expenses
for the repair of damage to the Participant's principal residence
that would qualify for the casualty deduction under Code Section 165,
determined without regard to whether the loss exceeds 10% of
adjusted gross income.


			
	 	(7)	Any other
catastrophic financial hardship that the Committee determines to have
consequences similar in severity to the events listed above, and that
make the withdrawal necessary for the safety or well-being of the
Participant, his Spouse, qualifying child or qualifying relative.


		
	 	For purposes of this Subsection, a qualifying
child may be the Participant's stepchild, adopted child, foster
child or sibling, or a descendant of any such person; he or she must
share the Participant's residence for more than half the year,
must be under age 19 (or under age 24 if a full-time student, or any
age if totally and permanently disabled) on the last day of the Plan
Year; and he or she must not provide more than half of his or her own
support. Any other dependent must be a qualifying relative (parent,
in-law, child, grandchild, sibling, niece, nephew, aunt, uncle, or
unrelated individual who shares the Participant's residence as a
member of the household) who receives over half of his or her support
from the Participant; it is irrelevant that such relative is step or
adopted, or files a joint tax return with his or her spouse.


		
	5. 	Subsections 6.3(a) are amended effective March 28, 2005,
as set forth below:


		
	6.3 	Timing of
Payment. . . .


			
	 	(a)	Payment to the
Participant. The Participant may elect to receive or begin
receiving payment of his Account balances as soon as administratively
practicable after his Termination Date, but not later than the end of
the second calendar month following the month when he reaches age
70-1/2. The terminated or Disabled Participant whose aggregate Account
balances exceed $1,000 may leave all or part of his Account balances in
the Plan until that date.


		
	6. 	Subsections 6.4(a) and (b)
are amended effective March 28, 2005, as set forth below:


		
	6.4 	Forms of
Payment.


			
	 	(a)	Account Balance Over
$1,000. Regardless of the reason for termination of Employment, the
Participant or beneficiary whose Account balances exceed $1,000 may
elect to receive payment in one of the following forms:


		
	 	. . .


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	 	(b)	Account Balance Not
Over $1,000. As soon as practicable after the Participant's
Termination Date, the Plan will automatically make a lump sum payment
in cash to any Participant or beneficiary whose aggregate Account
balances do not exceed $1,000 as of the payment date. The Participant
or beneficiary may elect to receive Employer Stock for the portion of
his Accounts invested in Employer Stock as of the payment date. When
the Account balances of a Participant or beneficiary who is receiving
installment payments decrease to less than $1,000, the Plan will not
cash out those balances unless the Participant or beneficiary elects a
lump sum payment. The automatic cash-out threshold was $3,500 before
1998, and was $5,000 from January 1, 1998 until March 28,
2005.


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SUNTRUST BANKS, INC. 401(k) PLAN

ADDENDUM B24
 SEIX INVESTMENT ADVISORS, INC.

ARTICLE
1
 Definitions

		
	B24-1.16 	Effective
Date means May 28, 2004, the date when Seix Investment Advisors,
Inc. became part of the Controlled Group (the Acquisition
Date).


ARTICLE 2
 Eligibility

		
	B24-2.1 	Eligibility. Each Employee who had
worked for Seix before the Acquisition Date and was an active Employee
on the Acquisition Date, became eligible to participate in this Plan on
July 1, 2004. This Plan granted credit for service with Seix for
purposes of eligibility to participate and to receive Matching
Contributions.


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SUNTRUST BANKS, INC. 401(k) PLAN

ADDENDUM B25
 ZEVENBERGEN CAPITAL, INC.

ARTICLE 1

Definitions

		
	B25-1.16 	Effective Date
means January 1, 2005, the date when Zevenbergen Capital, Inc.
became part of the Controlled Group (the Acquisition Date).


ARTICLE 2
 Eligibility

		
	B25-2.1 	Eligibility. Each Employee who had
worked for Zevenbergen before the Acquisition Date and was an active
Employee on the Acquisition Date, became eligible to participate in
this Plan on January 1, 2005. This Plan granted credit for service with
Zevenbergen for purposes of eligibility to participate and to receive
Matching Contributions.


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