CHANGE IN CONTROL
AGREEMENT

This Change in Control Agreement
("Agreement") is entered into by and between
SunTrust Banks, Inc., a Georgia corporation
("SunTrust"), and Thomas E. Panther
("Executive").

WHEREAS, Executive is
employed by SunTrust or provides services directly or indirectly to
SunTrust as a senior executive of SunTrust or one, or more than one,
SunTrust Affiliate; and

WHEREAS, the Board and the Compensation
Committee have decided that SunTrust should provide certain benefits to
Executive in the event Executive's employment is terminated
without Cause or Executive resigns for Good Reason following a Change
in Control; and

WHEREAS, this Agreement sets forth the benefits
which the Board and the Compensation Committee have decided SunTrust
shall provide under such circumstances and the terms and conditions
under which the Board and the Compensation Committee have decided that
such benefits shall be provided;

NOW, THEREFORE, in
consideration of the mutual promises and agreements contained in this
Agreement and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, SunTrust and Executive
hereby agree as follows:

§ 1.

Definitions



1.1    Board.    The term
"Board" for purposes of this Agreement shall
mean the Board of Directors of SunTrust.

1.2    Cause.    The term
"Cause" for purposes of this Agreement shall
(subject to §  1.2(e)) mean:

(a)    The willful and continued failure by
Executive to perform satisfactorily the duties of Executive's
job;

(b)    Executive is convicted of a
felony or has engaged in a dishonest act, misappropriation of funds,
embezzlement, criminal conduct or common law fraud;

(c)    Executive has engaged in a material
violation of the SunTrust Code of Conduct; or

(d)    Executive has engaged in any willful
act that materially damages or materially prejudices SunTrust or a
SunTrust Affiliate or has engaged in conduct or activities materially
damaging to the property, business or reputation of SunTrust or a
SunTrust Affiliate; provided, however,

(e)    No such act, omission or event shall be
treated as "Cause" under this Agreement
unless (i)  Executive has been provided a detailed, written
statement of the basis for SunTrust's belief that such act,
omission or event constitutes "Cause" and an
opportunity to meet with the Compensation Committee (together with
Executive's counsel if Executive chooses to have
Executive's counsel present at such meeting) after Executive has
had a reasonable period in which to review such statement and, if the
allegation is under §  1.2(a), has had at least a thirty
(30) day period to take corrective action and (ii)  the
Compensation Committee after such meeting (if Executive meets with the
Compensation Committee) and after the end of such thirty (30) day
correction period (if applicable) determines reasonably and in good
faith and by the affirmative vote of at least two thirds of the members
of the Compensation Committee then in office at a meeting called and
held for such purpose that "Cause" does exist
under this Agreement.

1.3    Change in
Control.    The term "Change in
Control" for purposes of this Agreement shall mean a
change in control of SunTrust of a nature that would be required to be
reported in response to Item 6(e) of Schedule 14A of Regulation 14A
promulgated under the Exchange Act as in effect at the time of such
"change in control", provided that such a
change in control shall be deemed to have occurred at such time as (i)
any "person" (as that term is used in
Sections 13(d) and 14(d)(2) of the Exchange Act), is or becomes the
beneficial owner (as defined in Rule 13d-3 under the Exchange Act)
directly or indirectly, of securities representing 20% or more
of the combined voting power for election of directors of the then
outstanding securities of SunTrust or any successor of SunTrust; (ii)
during any period of two consecutive years or less, individuals who at
the beginning of such period constitute the Board cease, for any
reason, 

1









to constitute at least a majority of the
Board, unless the election or nomination for election of each new
director was approved by a vote of at least two-thirds of the directors
then still in office who were directors at the beginning of the period;
(iii) there is a consummation of any reorganization, merger,
consolidation or share exchange as a result of which the common stock
of SunTrust shall be changed, converted or exchanged into or for
securities of another corporation (other than a merger with a
wholly-owned subsidiary of SunTrust) or any dissolution or liquidation
of SunTrust or any sale or the disposition of 50% or more of the
assets or business of SunTrust; or (iv) there is a consummation of any
reorganization, merger, consolidation or share exchange unless (A) the
persons who were the beneficial owners of the outstanding shares of the
common stock of SunTrust immediately before the consummation of such
transaction beneficially own more than 65% of the outstanding
shares of the common stock of the successor or survivor corporation in
such transaction immediately following the consummation of such
transaction and (B) the number of shares of the common stock of such
successor or survivor corporation beneficially owned by the persons
described in §  1.3(iv)(A) immediately following the
consummation of such transaction is beneficially owned by each such
person in substantially the same proportion that each such person had
beneficially owned shares of SunTrust common stock immediately before
the consummation of such transaction, provided (C) the percentage
described in §  1.3(iv)(A) of the beneficially owned shares
of the successor or survivor corporation and the number described in
§  1.3(iv)(B) of the beneficially owned shares of the
successor or survivor corporation shall be determined exclusively by
reference to the shares of the successor or survivor corporation which
result from the beneficial ownership of shares of common stock of
SunTrust by the persons described in §  1.3(iv)(A)
immediately before the consummation of such transaction.

1.4    Code.    The term
"Code" for purposes of this Agreement shall
mean the Internal Revenue Code of 1986, as amended.

1.5    Compensation Committee.    The term
"Compensation Committee" for purposes of this
Agreement shall mean the Compensation Committee of the Board.

1.6    Confidential or Proprietary Information.    The
term "Confidential or Proprietary
Information" for purposes of this Agreement shall mean any
secret, confidential, or proprietary information of SunTrust or a
SunTrust Affiliate (not otherwise included in the definition of Trade
Secret in § 1.19 of this Agreement) that has not become generally
available to the public by the act of one who has the right to disclose
such information without violating any right of SunTrust or a SunTrust
Affiliate.

1.7    Current Compensation
Package.    The term "Current Compensation
Package" for purposes of §  3(a)(2)(A) of this
Agreement shall mean the sum of the amount described in §
1.7(a) and in §  1.7(b) as follows:

(a)    Base
Salary.    Executive's highest annual base salary from
SunTrust and any SunTrust Affiliate which (but for any salary deferral
election) is in effect at any time during the 1 year period which ends
on the date Executive's employment with SunTrust or a SunTrust
Affiliate terminates under the circumstances described in §
3(a) or §  3(f).

(b)    MIP
or MIP Alternative.

(1)    General
Rule. If Executive participates in the MIP or in an alternative,
functional incentive plan, the amount described in this §
1.7(b) shall (subject to §  1.7(b)(2)) be the greater of (i)
Executive's target annual bonus under the MIP or such
alternative, functional incentive plan for the calendar year in which
Executive's employment with SunTrust or a SunTrust Affiliate
terminates under the circumstances described in §  3(a) or
§  3(f) or (ii) the greater of (A) the average of the annual
bonus which was paid to Executive (or, if greater, which would have
been paid to Executive but for any bonus deferral election) for the 3
full calendar years in which Executive has participated in the MIP or
such alternative, functional incentive plan (or, if less, the number of
full calendar years in which Executive has participated in the MIP or
such alternative, functional incentive plan) which immediately precedes
the calendar year in which Executive's employment so terminates
or, if Executive was not eligible to participate in the MIP or in an
alternative, functional incentive plan in the calendar year which
immediately precedes 

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the calendar year in which Executive's
employment so terminates, (B) the last annual bonus which was paid to
Executive (or, if greater, which would have been paid to Executive but
for any bonus deferral election).

(2)    Exceptions to General Rule.

(a)    No MIP. If Executive
participates in an alternative, functional incentive plan but not in
the MIP, the amount described in this §  1.7(b) shall not
exceed the amount which would have been described in §
1.7(b)(1) if Executive instead had been a participant in the MIP.

(b)    Determination Rules. SunTrust
shall determine the amount which would have been described in
§  1.7(b)(1) if Executive had been a participant in the MIP
based on the target bonus or, if greater, the projected bonus for a MIP
participant, or for a class of such participants, whose duties,
responsibilities and compensation match, or most closely match,
Executive's duties, responsibilities and compensation before
Executive's employment terminated.

1.8    Disability
Termination.    The term "Disability
Termination" for purposes of this Agreement shall mean a
termination of Executive's employment on or after the date
Executive has a right immediately upon such termination to receive
disability income benefits under SunTrust's long term disability
plan or any successor to or replacement for such plan.

1.9    Exchange Act.    The term "Exchange
Act" for purposes of this Agreement shall mean the
Securities Exchange Act of 1934, as amended.

1.10    Good
Reason.    The term "Good Reason" for
purposes of this Agreement shall (subject to §  1.10(e))
mean:

(a)    SunTrust or any SunTrust
Affiliate after a Change in Control but before the end of
Executive's Protection Period reduces Executive's base
salary or opportunity to receive comparable incentive compensation or
bonuses without Executive's express written consent;

(b)    SunTrust or any SunTrust Affiliate
after a Change in Control but before the end of Executive's
Protection Period reduces the scope of Executive's principal or
primary duties, responsibilities or authority without Executive's
express written consent;

(c)    SunTrust
or any SunTrust Affiliate at any time after a Change in Control but
before the end of Executive's Protection Period (without
Executive's express written consent) transfers Executive's
primary work site from Executive's primary work site on the date
of such Change in Control or, if Executive subsequently consents in
writing to such a transfer under this Agreement, from the primary work
site which was the subject of such consent, to a new primary work site
which is outside the "standard metropolitan statistical
area" which then includes Executive's then current
primary work site unless such new primary work site is closer to
Executive's primary residence than Executive's then current
primary work site; or

(d)    SunTrust or
any SunTrust Affiliate after a Change in Control but before the end of
Executive's Protection Period fails (without Executive's
express written consent) to continue to provide to Executive health and
welfare benefits, deferred compensation and retirement benefits, stock
option and restricted stock grants that are in the aggregate comparable
to those provided to Executive immediately prior to the Change in
Control; provided, however,

(e)    No such
act or omission shall be treated as "Good
Reason" under this Agreement unless

(i)    (A) Executive delivers to the
Compensation Committee a detailed, written statement of the basis for
Executive's belief that such act or omission constitutes Good
Reason, (B) Executive delivers such statement before the later of (1)
the end of the ninety (90) day period which starts on the date there is
an act or omission which forms the basis for Executive's belief
that Good Reason exists or (2) the end of the period mutually agreed
upon for purposes of this §  1.10(e)(i)(B) in writing by
Executive and the Chairman of the Compensation Committee, (C) Executive
gives the Compensation 

3









Committee a thirty (30) day period after the
delivery of such statement to cure the basis for such belief and (D)
Executive actually submits Executive's written resignation to the
Compensation Committee during the sixty (60) day period which begins
immediately after the end of such thirty (30) day period if Executive
reasonably and in good faith determines that Good Reason continues to
exist after the end of such thirty (30) day period, or

(ii)    SunTrust states in writing to Executive
that Executive has the right to treat such act or omission as Good
Reason under this Agreement and Executive resigns during the sixty (60)
day period which starts on the date such statement is actually
delivered to Executive;

(f)    If (i)
Executive gives the Compensation Committee the statement described in
§  1.10(e)(i) before the end of the thirty (30) day period
which immediately follows the end of the Protection Period and
Executive thereafter resigns within the period described in
§  1.10(e)(i) or (ii) SunTrust provides the statement to
Executive described in §  1.10(e)(ii) before the end of the
thirty (30) day period which immediately follows the end of the
Protection Period and Executive thereafter resigns within the period
described in §  1.10(e)(ii), then (iii) such resignation
shall be treated under this Agreement as if made in Executive's
Protection Period; and

(g)    If Executive
consents in writing to any reduction described in §  1.10(a)
or §  1.10(b), to any transfer described in §
1.10(c) or to any failure described in §  1.10(d) in lieu of
exercising Executive's right to resign for Good Reason and
delivers such consent to SunTrust, the date such consent is delivered
to SunTrust thereafter shall be treated under this definition as the
date of a Change in Control for purposes of determining whether
Executive subsequently has Good Reason under this Agreement to resign
under §  3(a) or §  3(f) as a result of any
subsequent reduction described in §  1.10(a) or
§  1.10(b), any subsequent transfer described in
§  1.10(c) or any subsequent failure described in
§  1.10(d).

1.11    Gross Up
Payment.    The term "Gross Up
Payment" for purposes of this Agreement shall mean a
payment to or on behalf of Executive which shall be sufficient to pay
(i) any excise tax described in §  9 in full, (ii)
any federal, state and local income tax and social security and other
employment tax on the payment made to pay such excise tax as well as
any additional taxes on such payment and (iii) any interest or
penalties assessed by the Internal Revenue Service on Executive which
are related to the payment of such excise tax unless such interest or
penalties are attributable to Executive's willful misconduct or
negligence.

1.12    MIP.    The term
"MIP" for purposes of this Agreement shall
mean the SunTrust Banks, Inc. Management Incentive Plan or, if there is
any material change in the terms, operation or administration of such
plan following a Change in Control, any successor to such plan in which
Executive is eligible to participate and which provides an opportunity
for a bonus for Executive which is comparable to the opportunity which
Executive had under such plan before such Change in Control or, if
Executive reasonably determines that there is no such plan in which
Executive is eligible to participate but SunTrust or a parent
corporation maintains a short term bonus plan for the benefit of senior
executives which provides for such an opportunity, such other plan as
agreed to by Executive and the Compensation Committee.

1.13    Protection Period.    The term
"Protection Period" for purposes of this
Agreement shall (subject to §  1.10(f)) mean the two (2)
year period which begins on a Change in Control.

1.14    PUP.    The term
"PUP" for purposes of this Agreement shall
mean the SunTrust Banks, Inc. Performance Unit Plan or, if there is any
material change in the terms, operation or administration of such plan
following a Change in Control, any successor to such plan in which
Executive is eligible to participate and which provides an opportunity
for a bonus for Executive which is comparable to the opportunity which
Executive had under such plan before such Change in Control or, if
Executive reasonably determines that there is no such plan in which
Executive is eligible to participate but SunTrust or a parent
corporation maintains a long term bonus plan for the benefit of senior
executives which provides for such an opportunity, such other plan as
agreed to by Executive and the Compensation Committee.

4








1.15    Restricted
Period.    The term "Restricted
Period" for purposes of this Agreement shall mean the
period which starts on the date Executive's employment by
SunTrust or a SunTrust Affiliate terminates under circumstances which
require SunTrust to make the payments and provide the benefits
described in § 3 and which ends on the earlier of (a)(i) the first
anniversary of such termination date for purposes of § 5 and (ii)
the second anniversary of such termination date for all other purposes
under this Agreement, or (b) on the first date following such a
termination on which SunTrust either breaches any obligation to
Executive under §  3 or no longer has any obligation to
Executive under §  3.

1.16    SunTrust.    The term
"SunTrust" for purposes of this Agreement
shall mean SunTrust Banks, Inc. and any successor to SunTrust.

1.17    SunTrust Affiliate.    The term
"SunTrust Affiliate" for purposes of this
Agreement shall mean any corporation which is a subsidiary corporation
(within the meaning of § 424(f) of the Code) of SunTrust except a
corporation which has subsidiary corporation status under § 424(f)
of the Code exclusively as a result of SunTrust or a SunTrust Affiliate
holding stock in such corporation as a fiduciary with respect to any
trust, estate, conservatorship, guardianship or agency.

1.18    Term.    The term
"Term" for purposes of this Agreement shall
mean the period described in §  2(b).

1.19    Trade Secret.    The term "Trade
Secret" for purposes of this Agreement shall mean
information, including, but not limited to, technical or nontechnical
data, a formula, a pattern, a compilation, a program, a device, a
method, a technique, a drawing, a process, financial data, financial
plans, product plans, or a list of actual or potential customers or
suppliers that:

(a)    derives economic
value, actual or potential, from not being generally known to, and not
being readily ascertainable by proper means by, other persons who can
obtain economic value from its disclosure or use, and

(b)    is the subject of reasonable efforts by
SunTrust or a SunTrust Affiliate to maintain its secrecy.

§ 2.

Effective Date and
Term




(a)    Effective
Date.    This Agreement shall be effective on the date of this
Agreement as set forth in the signature section of this Agreement.

(b)    Term.

(1)    The Term of this Agreement shall be the
period which starts on the date on which this Agreement becomes
effective under §  2(a) and ends (subject to §
2(b)(2) and §  2(b)(3)) on the third anniversary of such
effective date.

(2)    The Term of this
Agreement shall automatically be extended for one additional year
effective as of the first anniversary of the date on which this
Agreement becomes effective under §  2(a) and one additional
year effective as of each such anniversary date thereafter unless
either Executive or SunTrust delivers to the other person notice to the
effect that there will be no such one year extension before the
beginning of the 90 day period which ends on the anniversary date on
which such automatic one year extension otherwise would have been
effective.

(3)    (A)    If
Executive's Protection Period starts before the Term of this
Agreement (as extended, if applicable, under §  2(b)(2))
expires, the then Term of this Agreement shall automatically be
extended until the expiration of such Protection Period.

(B)    If Executive's employment
terminates during Executive's Protection Period under the
circumstances described in §  3(a) or if Executive's
employment terminates under the circumstances described in
§  3(f) before the Term of this Agreement (as extended, if
applicable, under §  2(b)(2)) expires, the then Term of this
Agreement shall automatically be extended until the earlier of (1) the
date Executive agrees that all SunTrust's obligations to
Executive under this Agreement have been satisfied in full or (B) the
date a final determination is made pursuant to §  8 that
SunTrust has no further obligations to Executive under this
Agreement.

5








§ 3.

Compensation and
Benefits




(a)    General.    If
a Change in Control occurs during the Term of this Agreement and

(1)    SunTrust or a SunTrust Affiliate
terminates Executive's employment without Cause during
Executive's Protection Period or

(2)    Executive resigns for Good Reason during
Executive's Protection Period, then:

(A)    Cash Payment.    SunTrust
shall pay Executive two (2) times Executive's Current
Compensation Package in cash in a lump sum within 30 days after the
date Executive's employment so terminates.

(B)    Stock Options.    Each
outstanding stock option granted to Executive by SunTrust shall
immediately become fully vested and exercisable on the date
Executive's employment so terminates and Executive shall be
deemed to continue to be employed by SunTrust for the period described
in §  3(d) for purposes of determining when
Executive's right to exercise each such option expires
notwithstanding the terms of any plan or agreement under which such
option was granted.

(C)    Restricted
Stock.    Any restrictions on any outstanding restricted or
performance stock grants to Executive by SunTrust shall immediately
expire and Executive's right to such stock shall be
non-forfeitable notwithstanding the terms of any plan or agreement
under which such grants were made.

(D)    Earned but Unpaid Salary, Bonus and
Vacation.    SunTrust shall promptly pay Executive any earned
but unpaid base salary and bonus, shall promptly pay Executive for any
earned but untaken vacation and shall promptly reimburse Executive for
any incurred but unreimbursed expenses which are otherwise reimbursable
under SunTrust's expense reimbursement policy as in effect for
senior executives immediately before Executive's employment so
terminates.

(E)    MIP or MIP
Alternative.

(1)    General
Rule. If Executive participates in the MIP or in an alternative,
functional incentive plan, SunTrust shall (subject to the exception to
this general rule set forth in §  3(a)(2)(E)(2)) pay
Executive within 30 days after Executive's employment terminates
a portion of Executive's target bonus or, if greater,
Executive's projected bonus under the MIP or such alternative,
functional incentive plan for the calendar year in which
Executive's employment terminates, where (a) Executive's
projected bonus shall be no less than the bonus which would have been
projected under the projection procedures in effect under the MIP or
such alternative, functional incentive plan on the date of the Change
in Control and (b) such portion shall be determined by multiplying such
target bonus or, if greater, such projected bonus by a fraction, the
numerator of which shall be the number of days Executive is employed in
such calendar year and the denominator of which shall be the number of
days in such calendar year.

(2)    Exceptions to General Rule.

(a)    No MIP.    If Executive
participates in an alternative, functional incentive plan and in the
PUP but not in the MIP, the payment made to Executive under
§  3(a)(2)(E)(1) shall not exceed the payment which would
have been made to Executive if Executive instead had been a participant
in the MIP.

(b)    No MIP and No
PUP.    If Executive participates in an alternative, functional
incentive plan but does not participate in either the MIP or the PUP,
the payment made to Executive under §  3(a)(2)(E)(1) shall
not exceed the payment which would have been made to Executive if
Executive instead had been a participant in the MIP and in the PUP.

6








(c)    Determination
Rules.    SunTrust shall determine the payment which would have
been made to Executive under §  3(a)(E)(1) if Executive had
been a participant in the MIP and, if applicable, under §
3(a)(F) if Executive had been a participant in the PUP based on the
target bonus or, if greater, the projected bonus for a MIP participant
and the target bonus or, if greater, the projected bonus for PUP
participant, or for a class of such participants, whose duties,
responsibilities and compensation match, or most closely match,
Executive's duties, responsibilities and compensation before a
Change in Control.

(F)    PUP.    If Executive
participates in the PUP, SunTrust shall pay Executive within 30 days
after Executive's employment terminates a portion of
Executive's target bonus or, if greater, Executive's
projected bonus under the PUP for each performance cycle in effect on
the date Executive's employment terminates, where (1)
Executive's projected bonus shall be no less than the bonus which
would have been projected under the projection procedures in effect
under the PUP on the date of the Change in Control and (2) such portion
shall be determined by multiplying such target bonus or, if greater,
such projected bonus by a fraction, the numerator of which shall be the
number of days Executive is employed in each such performance cycle and
the denominator of which shall be the number of days in each such
performance cycle.

(b)    Continuing
Benefit Coverage.    If Executive's employment terminates
under the circumstances described in §  3(a) or
§  3(f), SunTrust or a SunTrust Affiliate from the date of
such termination of Executive's employment until the end of
Executive's Protection Period shall provide to Executive medical,
dental and life insurance benefits which are similar in all material
respects as those benefits provided under SunTrust's employee
benefit plans, policies and programs to senior executives of SunTrust
who have not terminated their employment. If SunTrust cannot provide
such benefits under SunTrust's employee benefit plans, policies
and programs, SunTrust either shall provide such benefits to Executive
outside such plans, policies and programs at no additional expense or
tax liability to Executive or shall reimburse Executive for
Executive's cost to purchase such benefits and for any tax
liability for such reimbursements.

(c)    No Interference with Vested
Benefits.    If Executive's employment terminates under
the circumstances described in §  3(a) or §
3(f), Executive shall have a right to any benefits under any employee
benefit plan, policy or program maintained by SunTrust or any SunTrust
Affiliate (other than the MIP, the PUP and the SunTrust Severance Pay
Plan) which Executive had a right to receive under the terms of such
employee benefit plan, policy or program after a termination of
Executive's employment without regard to this Agreement.

(d)    Additional Age and Service
Credit.    If Executive's employment terminates under the
circumstances described in §  3(a) or §  3(f),
Executive shall be deemed to have been employed by SunTrust throughout
Executive's Protection Period for purposes of computing
Executive's age and service credit on the date Executive's
employment so terminates under any deferred compensation or welfare
plan, policy or program (except a plan described in §  401
of the Code) maintained by SunTrust or a SunTrust Affiliate in which
Executive is a participant and under which Executive's benefit,
or eligibility for a benefit, is based in whole or in part on
Executive's age or service or age and service, and Executive
shall receive such age and service credit notwithstanding the terms of
any such plan, policy or program.

(e)    No Increase in Other Benefits; No
Other Severance Pay.    If Executive's employment
terminates under the circumstances described in §  3(a) or
§  3(f), Executive waives Executive's right, if any,
to have any payment made under this §  3 taken into account
to increase the benefits otherwise payable to, or on behalf of,
Executive under any employee benefit plan, policy or program, whether
qualified or nonqualified, maintained by SunTrust or a SunTrust
Affiliate and, further, waives Executive's right, if any, to the
payment of severance pay and severance benefits under any severance pay
plan, policy or program maintained by SunTrust or a SunTrust Affiliate
or under any individual severance agreement or employment agreement,
subject to the condition that SunTrust not be relieved of any of its
obligations to Executive under this §  3 pursuant to
§  3(g) or §  3(h).

7








(f)    Termination
in Anticipation of Change in Control.    Executive shall be
treated under §  3(a) as if Executive's employment had
been terminated without Cause or Executive had resigned for Good Reason
during Executive's Protection Period if (1)(A) Executive's
employment is terminated by SunTrust or a SunTrust Affiliate without
Cause on or after the date the shareholders of SunTrust approve any
transaction described in §1.3(iii) or §1.3(iv) but before the
Change in Control which results from such approval or (B) Executive
resigns for Good Reason on or after the date the shareholders of
SunTrust approve any transaction described in §1.3(iii) or
§1.3(iv) but before the Change in Control which results from such
approval, (2) such shareholder approval occurs on or after the date
this Agreement becomes effective under §  2 and (3) there is
a Change in Control which results from such shareholder approval.

(g)    Death or
Disability.    Executive agrees that SunTrust will have no
obligations to Executive under this §  3 if
Executive's employment terminates exclusively as a result of
Executive's death or Executive has a Disability Termination.

(h)    Release.    Executive agrees
that SunTrust will have no obligations to Executive under this
§  3 until Executive executes the form of release which is
attached as Exhibit A to this Agreement and, further, will have no
further obligations to Executive under this §  3 if
Executive revokes such release.

§  4.

No Solicitation of Customers or Clients




Executive
shall not during the Restricted Period solicit any customer or client
of SunTrust or any SunTrust Affiliate with whom Executive had any
material business contact during the two (2) year period which ends on
the date Executive's employment by SunTrust or a SunTrust
Affiliate terminates for the purpose of competing with SunTrust or any
SunTrust Affiliate for any reason, either individually, or as an owner,
partner, employee, agent, consultant, advisor, contractor, salesman,
stockholder, investor, officer or director of, or service provider to,
any corporation, partnership, venture or other business entity.

§ 5.

Antipirating of
Employees




Absent the Compensation Committee's
written consent, Executive will not during the Restricted Period
solicit to employ on Executive's own behalf or on behalf of any
other person, firm or corporation, any person who was employed by
SunTrust or a SunTrust Affiliate during the term of Executive's
employment by SunTrust or a SunTrust Affiliate (whether or not such
employee would commit a breach of contract), and who has not ceased to
be employed by SunTrust or a SunTrust Affiliate for a period of at
least one (1) year.

§ 6.

Trade Secrets and
Confidential Information




Executive hereby agrees that
Executive will hold in a fiduciary capacity for the benefit of SunTrust
and each SunTrust Affiliate, and will not directly or indirectly use or
disclose, any Trade Secret that Executive may have acquired during the
term of Executive's employment by SunTrust or a SunTrust
Affiliate for so long as such information remains a Trade Secret.

Executive in addition agrees that during the Restricted Period
Executive will hold in a fiduciary capacity for the benefit of SunTrust
and each SunTrust Affiliate, and will not directly or indirectly use or
disclose, any Confidential or Proprietary Information that Executive
may have acquired (whether or not developed or compiled by Executive
and whether or not Executive was authorized to have access to such
information) during the term of, in the course of, or as a result of
Executive's employment by SunTrust or a SunTrust Affiliate.

§ 7.

Reasonable and Necessary Restrictions and
Non-Disparagement




Executive acknowledges that the
restrictions, prohibitions and other provisions set forth in this
Agreement, including without limitation the Restricted Period, are
reasonable, fair and equitable in 

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scope, terms and duration; are necessary to
protect the legitimate business interests of SunTrust; and are a
material inducement to SunTrust to enter into this Agreement. Executive
covenants that Executive will not challenge the enforceability of this
Agreement nor will Executive raise any equitable defense to its
enforcement. Further, Executive and SunTrust each agree not to
knowingly make false or materially misleading statements or disparaging
comments about the other during the Restricted Period.

§ 8.

Arbitration




Any dispute,
controversy or claim arising out of or relating to this Agreement shall
be determined by binding arbitration in accordance with Title 9 of the
United States Code and the applicable set of arbitration rules of the
American Arbitration Association. Judgment upon any award made in such
arbitration may be entered and enforced in any court of competent
jurisdiction. All statutes of limitation which would otherwise be
applicable in a judicial action brought by a party shall apply to any
arbitration or reference proceeding hereunder. Neither SunTrust nor
Executive shall appeal such award to or seek review, modification, or
vacation of such award in any court or regulatory agency. Unless
otherwise agreed, venue for arbitration shall be in Atlanta, Georgia.
All of Executive's reasonable costs and expenses incurred in
connection with such arbitration shall be paid in full by SunTrust
promptly on written demand from Executive, including the
arbitrators' fees, administrative fees, travel expenses,
out-of-pocket expenses such as copying and telephone, court costs,
witness fees and attorneys' fees; provided, however, SunTrust
shall pay no more than $30,000 in attorneys' fees unless a higher
figure is awarded in the arbitration, in which event SunTrust shall pay
the figure awarded in the arbitration.

§ 9.

Tax Protection




If SunTrust or SunTrust's
independent accountants determine that any payments and benefits called
for under this Agreement together with any other payments and benefits
made available to Executive by SunTrust or a SunTrust Affiliate will
result in Executive being subject to an excise tax under §
4999 of the Code or if such an excise tax is assessed against Executive
as a result of any such payments and other benefits, SunTrust shall
make a Gross Up Payment to or on behalf of Executive as and when any
such determination or assessment is made, provided Executive takes such
action (other than waiving Executive's right to any payments or
benefits) as SunTrust reasonably requests under the circumstances to
mitigate or challenge such tax. Any determination under this
§  9 by SunTrust or SunTrust's independent accountants
shall be made in accordance with §  280G of the Code and any
applicable related regulations (whether proposed, temporary or final)
and any related Internal Revenue Service rulings and any related case
law and, if SunTrust reasonably requests that Executive take action to
mitigate or challenge, or to mitigate and challenge, any such tax or
assessment (other than waiving Executive's right to any payment
or benefit) and Executive complies with such request, SunTrust shall
provide Executive with such information and such expert advice and
assistance from SunTrust's independent accountants, lawyers and
other advisors as Executive may reasonably request and shall pay for
all expenses incurred in effecting such compliance and any related
fines, penalties, interest and other assessments.

§
10.

Miscellaneous
Provisions




10.1    Assignment.    This
Agreement is for the personal services of Executive, and the rights and
obligations of Executive under this Agreement are not assignable in
whole or in part by Executive without the prior written consent of
SunTrust. This Agreement is assignable in whole or in part to any
successor to SunTrust. However, if SunTrust as part of any Change in
Control transaction fails to assign SunTrust's obligations under
this Agreement to SunTrust's successor or such successor fails to
expressly agree to such assignment on or before the Change in Control,
SunTrust on the Change in Control shall (without any further action on
the part of Executive) take the action called for in § 3 of this
Agreement as if Executive had been terminated without Cause without
regard to whether Executive's employment actually has
terminated.

10.2    Governing Law.    This
Agreement will be governed by and construed under the laws of the State
of Georgia (without reference to the choice of law principles thereof),
except to the extent superseded by federal law.

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10.3    Counterparts.    This
Agreement may be executed in counterparts, each of which will be deemed
an original, but all of which together will constitute one and the same
instrument.

10.4    Headings; References.    The
headings and captions used in this Agreement are used for convenience
only and are not to be considered in construing or interpreting this
Agreement. Any reference to a section (§) shall be to a section
(§) of this Agreement unless there is an express reference to a
section (§) of the Code or the Exchange Act, in which event the
reference shall be to the Code or to the Exchange Act, whichever is
applicable.

10.5    Amendments and
Waivers.    Except as otherwise specified in this Agreement,
this Agreement may be amended, and the observance of any term of this
Agreement may be waived (either generally or in a particular instance
and either retroactively or prospectively), only with the written
consent of SunTrust and Executive.

10.6    Severability.    Any provision of this
Agreement held to be unenforceable under applicable law will be
enforced to the maximum extent possible, and the balance of this
Agreement will remain in full force and effect.

10.7    Entire Agreement.    This Agreement constitutes
the entire understanding and agreement of SunTrust and Executive with
respect to the matters contemplated in this Agreement, and supersedes
all prior understandings and agreements between SunTrust and Executive
with respect to such transactions.

10.8    Notices.    Any notice required hereunder to be
given by either SunTrust or Executive will be in writing and will be
deemed effectively given upon personal delivery to the party to be
notified or five (5) days after deposit with the United States Post
Office by registered or certified mail, postage prepaid, to the other
party at the address set forth below or to such other address as either
party may from time to time designate by ten (10) days advance written
notice pursuant to this § 10.8. All such written communication
will be directed as follows:


		If to SunTrust:





		SunTrust Banks, Inc.
 Attention: Chief Executive
Officer
 303 Peachtree St., NE, 30th Floor
 Atlanta,
GA 30308




If to Executive, to the most recent address
Executive has provided to SunTrust for inclusion in Executive's
personnel records.

10.9    Binding Effect.    This
Agreement shall be for the benefit of, and shall be binding upon,
SunTrust and Executive and their respective heirs, personal
representatives, legal representatives, successors and assigns,
subject, however, to the provisions in §  10.1 of this
Agreement.

10.10    Not an Employment
Contract.    This Agreement is not an employment contract and
shall not give Executive the right to continue in employment by
SunTrust or a SunTrust Affiliate for any period of time or from time to
time. Moreover, this Agreement shall not adversely affect the right of
SunTrust or a SunTrust Affiliate to terminate Executive's
employment with or without cause at any time.

10.11    Code §409A.    If Executive is a
"specified employee" (as defined in
§409A(a)(2)(B)(ii) of the Code) and the delivery of any payment or
benefit called for under this Agreement would subject Executive to any
tax under §409A of the Code, SunTrust shall delay such delivery
until the first date on which delivery can be made without subjecting
Executive to any such tax; provided, however, if a cash payment is
delayed pursuant to this §10.11, SunTrust shall pay Executive
interest on such cash payment at the "prime
rate" as reported in The Wall Street Journal on
the date Executive's employment terminates or, if such rate is
not reported on such date, such rate as so reported on the last
business day before Executive's employment terminates.

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IN WITNESS WHEREOF, SunTrust and
Executive have entered into this Agreement this 29th day of November,
2005, and such date shall be the date of this Agreement.





							
	SUNTRUST BANKS,
INC.		EXECUTIVE
	By:   /s/ Mary T.
Steele        		/s/ Thomas E.
Panther            
	    Mary T.
Steele		Thomas E. Panther
	Title:  Corporate
Executive Vice
President		 
	            and Human
Resources Director		 
	






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