SunTrust Banks, Inc. (Form: 8-K)

This Independent Contractor Consulting Agreement (the “Agreement”) by and between William R. Reed, Jr. (“Contractor”) and SunTrust Banks, Inc. (“SunTrust”, and, together with Contractor, the “Parties”) is entered into as of June 17, 2009.

Services to be Performed by Independent Contractor. Effective September 1, 2009 through August 31, 2011 (the “Term”), Contractor agrees to serve on the local SunTrust board of advisors in Memphis, Tennessee and provide certain services related to the promotion of the business interests of SunTrust and its affiliates both at the corporate level and, in particular, in the Memphis, Tennessee market (the “Services”), but shall consult with SunTrust regarding the scope of the Services to be provided. Contractor shall render the Services in a professional, competent and workmanlike manner and shall comply with all of SunTrust’s policies, including all standards of ethical conduct, and all reasonable directives of any customer to whom Contractor may be providing Services on SunTrust’s behalf. SunTrust and Contractor agree that such Services shall not exceed 30 hours in any calendar month. Except for attendance at the meetings of the Memphis board of advisors, Contractor shall perform the Services in Memphis, Tennessee, Atlanta, Georgia or any other location of the Contractor’s choosing and at such times as Contractor may determine.

Fees. In consideration for Contractor providing the Services, SunTrust will pay to Contractor the aggregate sum of five hundred and two thousand dollars ($502,000.00) over the course of the Term, payable in increments of sixty-two thousand seven hundred and fifty dollars ($62,750) quarterly over the Term, with the first such payment due on November 30, 2009. Notwithstanding the foregoing, the Parties agree that, if SunTrust determines, in good faith, that this Agreement contravenes any applicable statute, regulation or other law, then SunTrust will have no responsibility for any of its obligations under this Agreement and may require Contractor to repay any fee already paid under this Agreement.

Expenses. Except as specifically provided in this Agreement, Contractor shall be responsible for paying all expenses incurred by Contractor in providing the Services, including mileage and telephone. SunTrust shall provide Contractor office space at the SunTrust office in Memphis, Tennessee (the “Office”) during the Term. SunTrust shall pay for all business related telephone usage by Contractor at the Office.

Term. Contractor may terminate this Agreement at any time and for any reason, upon not less than three (3) days written notice to SunTrust. SunTrust may terminate this Agreement effective immediately, and without notice, if Contractor violates any of the terms of this Agreement or applicable law. Upon termination of this Agreement, Contractor shall be entitled to fees for Services rendered through the date of termination only.

Contractor is Not an Employee of SunTrust. The Parties agree that in providing the Services contemplated under this Agreement, Contractor shall be an independent contractor and not an employee of SunTrust.

Contractor shall be responsible for payment of all employment and income taxes, FICA, and all other employee-related payments required to be made by Contractor or on Contractor’s behalf or on behalf of any of Contractor’s employees or agents. SunTrust shall have no responsibility to make any such payment and shall not have any financial responsibility of any kind for Contractor or Contractor’s employees except for the payment of fees as set forth in Paragraph 2 above.

Contractor further agrees that SunTrust will have no liability for (a) any work-related injuries incurred by Contractor or any of Contractor’s employees or agents and (b) any loss or damage caused by Contractor or any of Contractor’s employees or agents in the course of performing Services under this Agreement. Accordingly, Contractor shall indemnify, defend, and hold SunTrust harmless from any claims arising out of Contractor’s performance of the Services.

Contractor shall not be entitled to participate in any vacation, medical or other benefits plan or any other entitlements available to active SunTrust employees, nor shall Contractor be entitled to any incentives for the Services provided hereunder. The Services shall not be deemed to be service under any employee benefit plan maintained by SunTrust and Contractor shall not accrue any benefit under any employee benefit plans maintained by SunTrust or an affiliate for services performed under this Agreement.

Committing Company. Contractor has no authority to commit or to bind SunTrust or any affiliates, either orally or in writing, to provide products or services without the prior written approval of an appropriate officer of SunTrust. Proposals for SunTrust’s services must be signed or approved in writing by an appropriate officer of SunTrust.

Indemnification. Contractor shall indemnify, defend and hold SunTrust and any of its affiliates and their directors, officers and employees (the “Indemnitees”) harmless from and against any claim brought against any Indemnitee by a third party arising out of Contractor’s performance of Services under this Agreement, including claims for debts and expenses incurred by Contractor in connection with the performance of Services under this Agreement.

(a) Trade Secrets Defined. As used in this Agreement, the term “Trade Secrets” shall mean all secret, proprietary or confidential information regarding SunTrust or its activities that fits within the definition of “trade secrets” under the Georgia Trade Secrets Act. Nothing in this Agreement is intended, or shall be construed, to limit the protections of the Georgia Trade Secrets Act or any other applicable law protecting trade secrets or other confidential information. “Trade Secrets” shall not include information that has become generally available to the public by the act of one who has the right to disclose such information without violating any right or privilege of SunTrust. This definition shall not limit any definition of “trade secrets” or any equivalent term under the Georgia Trade Secrets Act or any other state, local or federal law.

(b) Confidential Information Defined. As used in this Agreement, the term “Confidential Information” shall mean all information regarding SunTrust, SunTrust’s activities or business, or SunTrust’s clients that is not generally known to persons not employed by SunTrust, is not generally disclosed by SunTrust practice or authority to persons not employed by SunTrust, and is the subject of reasonable efforts to keep it confidential. Confidential Information shall include, but not be limited to current and future development and expansion or contraction plans of SunTrust and each line of business; sale/acquisition plans and contacts; compensation policies and practices; underwriting policies and practices; lending policies and practices, confidential personnel matters; pricing practices and policies; information concerning the legal affairs of SunTrust; and information concerning the financial affairs of SunTrust. “Confidential Information” shall not include information that has become generally available to the public by the act of one who has the right to disclose such information without violating any right or privilege of SunTrust. This definition shall not limit any definition of “confidential information” or any equivalent term under the Georgia Trade Secrets Act or any other state, local or federal law.

(c) Nondisclosure of Confidential Information. Contractor acknowledges that during the course of performing Contractor’s duties and responsibilities under this Agreement, Contractor may obtain, have access to or be entrusted with Confidential Information concerning SunTrust and that the disclosure of such Confidential Information to competitors of SunTrust would be highly detrimental to the interests of SunTrust and cause SunTrust irreparable harm. Contractor further acknowledges and agrees that SunTrust has a right to maintain the confidentiality of such information. Accordingly, Contractor covenants and agrees that, during the Term, Contractor shall not directly or indirectly transmit or disclose any Trade Secrets or Confidential Information, during the Term and for a period of twenty four (24) months thereafter, to any person, concern or entity, or make use of any such Confidential Information, directly or indirectly, for Contractor or for others, without the prior express written consent of the Chief Executive Officer or President of SunTrust Banks, Inc. Trade Secrets protected by the Georgia Trade Secrets Act shall not lose this protection at the end of the twenty four month period but shall remain protected from use or disclosure for so long as they remain Trade Secrets.

(d) Enforceability of Covenants. Contractor acknowledges and agrees that the obligations under these nondisclosure covenants are separate and distinct from other provisions of this Agreement, and a failure or alleged failure of SunTrust to perform its obligations under any provision of this Agreement shall not constitute a defense to the enforceability of these nondisclosure covenants. Nothing in this provision or this Agreement shall limit any rights or remedies otherwise available to SunTrust under federal, state or local law.

(a) Nonrecruitment of Employees and Agents. Contractor covenants and agrees that, during the Term, Contractor shall not directly or indirectly solicit or recruit any employee of SunTrust for the purpose of inducing or encouraging that employee to discontinue his or her employment relationship with SunTrust.

(b) Definitions. As used in this Agreement, certain terms will be defined as follows:

Customer. “Customer” means any individual or entity to whom SunTrust has provided products or services and with whom Contractor has, alone or in conjunction with others, Material Contact on behalf of SunTrust during the Term;

ii.

Potential Customer. “Potential Customer” means any individual or entity to whom SunTrust has actively sought to provide products or services during the Term and with whom Contractor has, alone or in conjunction with others, Material Contact on SunTrust’s behalf during the Term;

iii.

Material Contact. “Material Contact” means any Contractor (i) business dealings with the Customer or Potential Customer on SunTrust’s behalf, or (ii) possession of trade secrets or confidential business information about the Customer or Potential Customer as a result of Contractor’s association with SunTrust and which Contractor would not have obtained but for his association with SunTrust;

iv.

Commercial, Private Wealth, and Retail Banking Products and Services. “Commercial, Private Wealth, and Retail Banking Products and Services” shall mean depository, savings, checking, personal investment (including via trust, brokerage, and asset management accounts), money market, or loan products and services (excluding residential mortgage loans) provided to individuals and business entities.

(c) Nonsolicitation. In light of SunTrust’s legitimate interest in protecting its Confidential Information and Trade Secrets and preserving SunTrust’s goodwill with its customers, Contractor covenants and agrees that during the Term, Contractor shall not, without the prior written consent of the Chief Executive Officer or President of SunTrust, directly or indirectly, for myself or on behalf of any other person or entity, solicit or attempt to solicit any Customer or Potential Customer for purposes of providing, marketing, servicing or selling Commercial, Private Wealth, and Retail Banking Products and Services, provided that such products and/or services are then being provided, marketed, serviced or sold by SunTrust.

(d) Noncompetition. Contractor shall devote such time, attention and energies to the Services as is required. Contractor shall NOT during the Term of this Agreement be precluded from engaging in any other business activity, whether or not such business activity is pursued for gain, profit, or other pecuniary advantage; provided, however, that in consideration for the fees provided to Contractor under this Agreement, Contractor agrees that during the Term Contractor shall not, for any reason, within the Restricted Territory, provide Prohibited Services as an employee, contractor, or agent to any person or entity engaged in the Business; provided, further, that I may seek, and if granted obtain, from SunTrust a limited exemption from the provisions of this paragraph so long as (i) I do not compete directly with SunTrust Banks, Inc. or any subsidiary thereof and (ii) I obtain prior, written approval from SunTrust to engage in business activities otherwise prohibited by this Section 9(d), subject to the terms and conditions outlined in the approval of SunTrust. For purposes of this Agreement, the term “Business” shall mean banks or other firms providing Commercial, Private Wealth, and Retail Banking Products and Services. For purposes of this Agreement, the term “Prohibited Services” shall mean providing management oversight, strategic direction, or direct sales representation to a business unit providing Commercial, Private Wealth, and Retail Banking Products and Services. For purposes of this Agreement, the term “Restricted Territory” shall mean all areas within a fifty (50) mile radius of any SunTrust retail bank branch in existence on the date on which this Agreement is executed.

(e) Severability. Each of the provisions contained in this Section 9 is intended to be construed as separate and independent of any other covenant or provision in this Section or in this Agreement. If any of the provision(s) contained in this Section 9 is ever deemed to exceed the time, scope, or geographic limitations permitted by applicable law, then such provision(s) shall be reformed to the maximum time, scope, and geographic limitations permitted by law. If any such provision(s) cannot be so reformed, then such provision shall be deemed to be severed from this Agreement, which shall then be construed as if it did not contain any such unenforceable provision, without adversely affecting the legality, validity, or enforceability of any of the remaining provisions of this Section or this Agreement.

(f) Survival of Obligations. Contractor’s obligations under this Section 9 and Sections 7 and 8 of this Agreement (and any other sections of the Agreement as they may apply to such Sections), shall survive the expiration or termination of this Agreement for any reason. Contractor further acknowledges that the existence or assertion of any claim, demand, action, or cause of action against SunTrust, whether predicated upon this Agreement or otherwise, shall not constitute a defense to the enforcement by SunTrust of any of the covenants contained in this Agreement.

10.

Right to Materials and Return of Materials. All records, files, software, memoranda, reports, customer lists, documents, and the like (together with all copies of such documents and things) relating to the business of SunTrust and used by Contractor or any agents of the Contractor in the performance of the Services shall remain the sole property of SunTrust. Laptop computers, software and related data, information and things provided to Contractor by SunTrust or obtained by Contractor, directly or indirectly, from SunTrust, also shall remain the sole property of SunTrust or any Indemnitee. Upon the expiration of the Term or SunTrust’s request for return, Contractor covenants and agrees to immediately return all such materials and things to SunTrust and will not retain any copies or remove or participate in removing any such materials or things from the premises of SunTrust.

11.

Assignment. Contractor shall not, voluntarily or by operation of law, assign or otherwise transfer Contractor’s obligations under this Agreement without SunTrust’s prior written consent. Any attempt by Contractor to assign or transfer any obligation under this Agreement without SunTrust’s prior written consent shall be void. No assignment or transfer, even with the consent of SunTrust, shall relieve Contractor of its obligations under this Agreement.

12.

Defaults by Contractor. The occurrence of any one or more of the following events shall constitute a material default and breach of this Agreement by Contractor, in which case SunTrust shall be entitled to terminate this Agreement immediately and without any further obligation to Contractor, except for payment of fees already earned but not yet paid for Services performed in an appropriate manner:

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Failure to timely render the Services required hereunder in a professional, competent and workmanlike manner.

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Any complaints by clients to SunTrust regarding Contractor’s behavior, demeanor, competence, or work product.

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Any inability of Contractor to perform the Services required under this Agreement.

•

Any failure to comply with SunTrust’s policies regarding standards of conduct.

Upon termination of this Agreement, for any reason, Contractor shall return to SunTrust all materials provided to Contractor by SunTrust within seven (7) days of termination of this Agreement.

13.

Notices. All notices or other communications provided for by this Agreement shall be made in writing and shall be deemed properly delivered when (i) delivered personally, or (ii) by the mailing of such notice to the Parties entitled thereto, registered or certified mail, postage prepaid to the Parties at the following addresses (or to such address designated in writing by one party to the other):


SunTrust		Contractor
Raymond Fortin 303 Peachtree Street, N.E. Suite 3600 Atlanta, Ga. 30308 Tel. (404) 588-7165		William R. Reed, Jr.

14.

Entire Agreement and Waiver. This Agreement contains the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, arrangements, negotiations and understandings between the Parties relating to the subject matter of this Agreement. There are no other understandings, statements, promises or inducements, oral or otherwise, contrary to the terms of this Agreement. No representations, warranties, covenants or conditions, express or implied, whether by statute or otherwise, other than as set forth herein, have been made by any party hereto. No waiver of any term, provision, or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other provision hereof, whether or not similar, nor shall such waiver constitute a continuing waiver, and no waiver shall be binding unless executed in writing by the Party against whom the waiver is sought to be enforced.

15.

Amendments. No supplement, modification or amendment of any term, provision or condition of this Agreement shall be binding or enforceable unless executed in writing by the Parties to this Agreement, except as allowed in Section 2.

16.

Severability. If any part, term or provision of this Agreement or any document required herein to be executed is declared invalid, void or unenforceable, all remaining parts, terms and provisions hereof shall remain in full force and effect and shall in no way be invalidated, impaired or affected thereby. In addition, if a court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, the Parties expressly authorize such court to enforce such clause to whatever lesser extent that the court deems reasonable or enforceable, rather than striking the entire clause.

17.

Continuing Obligations. The Parties agree to execute any documents, or perform such other acts, including causing their employees or independent contractors to execute any documents reasonably requested by the other to effect any of the terms of this Agreement. This obligation shall survive the termination or expiration of the Agreement and remain effective in perpetuity.

18.

Choice of Law. This Agreement shall be governed by the Laws of the State of Georgia. All disputes shall be settled via binding arbitration in accordance with the arbitration rules of the American Arbitration Association and through the offices of the Association nearest the SunTrust office in Memphis, Tennessee that is treated as the Memphis headquarters for SunTrust at the time the arbitration is sought. Such arbitrator as is agreed upon shall have the additional right to rule on motions to dismiss or motions for summary judgment, applying the standards governing such motions under the Federal Rules of Civil Procedure.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


SUNTRUST		EMPLOYEE
Signature:	/s/ Sally Hacskaylo	Signature:	/s/ William R. Reed, Jr.

Printed Name:	Sally Hacskaylo	Printed Name:	William R. Reed, Jr.

Title:	SVP-HR	Title:	SunTrust Vice Chairman

Date:	June 17, 2009	Date:	June 17, 2009

My name is William R. Reed, Jr. My Social Security number is [ ] and my birth date is [ ]. This Noncompete, Waiver and Release Agreement and the attached Agreement to Arbitrate (collectively, “Agreement”) were given to me on June 17, 2009 by SunTrust Banks, Inc. (“SunTrust”). In consideration of the sum I will receive from SunTrust in the amount of $100,000 (the “Consideration”) and the representations, warranties and covenants made herein, the parties hereby agree as follows:

Retirement from SunTrust. Effective August 31, 2009, I will retire from SunTrust (the “Retirement Date”). Until the Retirement Date, I will remain a full-time employee of SunTrust at my current base salary with the same flexibility I have had with respect to the work location (either in Atlanta or Memphis). Notwithstanding anything to the contrary in this Agreement or elsewhere, I understand and agree that I will receive no award under the SunTrust Management Incentive Plan for 2009 and that I will not be nominated to participate in any long term incentive compensation plan or program in or for 2009.

Payment of the Consideration. SunTrust will pay the Consideration to me on September 1, 2011. I understand that if I violate the terms of this Agreement, I will not be eligible to receive the Consideration from SunTrust and will be required to pay all attorneys fees and costs incurred by SunTrust in enforcing this Agreement, except to the extent that such payment would violate the terms of the Age Discrimination in Employment Act and applicable regulations and US Supreme Court rulings. Notwithstanding the foregoing, if SunTrust determines, in good faith, that this Agreement contravenes any applicable statute, regulation or other law, then SunTrust will have no responsibility for any of its obligations under this Agreement.

Other Benefits. SunTrust and I acknowledge that I will receive the following benefits, regardless of whether I sign this Agreement, so long as I am entitled to receive such benefits as of the last day of my employment with SunTrust. I further acknowledge that no reference is made below regarding the vesting and exerciseability of any stock options I may have already have been granted and payments under any incentive or executive compensation plan or arrangement in which I already may be a participant because the language of the specific stock option, incentive or executive compensation plan or arrangement will govern:

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My current wages through my last day of employment, including payment for vacation days earned in 2009, but not used before September 1, 2009, and unused as of the Retirement Date, subject to income and employment tax withholding, at my customary withholding rate, and voluntary and court-ordered debits through my last day of employment.

•

Current employee benefits for which I am eligible through the end of the pay period covering the Retirement Date, at current costs to me and with any increased costs applicable for all similarly-situated employees to the end of the pay period covering the Retirement Date. I understand that I am responsible for contacting BENE (1-800-818-2363) for information about my eligibility for payment of benefits under the SunTrust Retirement Plan and the National Commerce Financial Corporation (“NCF”) Retirement Plan.

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Eligibility to elect to continue my current health care coverage under the federal health care law known as “COBRA” or under any applicable state law concerning continuation of health care coverage so long as I am not excluded by such laws from continuation of my current health care coverage.

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Eligibility to elect coverage under (i) the Retiree Medical Plan provided I am receiving SunTrust’s medical coverage as of the Retirement Date and (ii) the Retiree Dental Plan if I am enrolled in the dental plan as of the Retirement Date. Also, I must, as of the Retirement Date, meet the eligibility requirements for retiree medical and/or dental benefits (termination at age fifty-five (55) or older with ten (10) or more years of service after age forty-five (45), or age sixty-five (65) with five (5) years of service, also after age forty-five (45)). I understand that I am responsible for contacting BENE for information about my eligibility for benefits under the SunTrust Retiree Medical and/or Dental Plan.

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Group Universal Life (GUL) coverage, provided I am currently enrolled and continue to submit premium payments directly to MetLife. I understand that MetLife will automatically bill me for continuing coverage after my retirement. If I do not receive a bill within two months after the Retirement Date, I agree to contact MetLife directly at 1-866-578-6878.

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The balance in my 401(k) Plan account following the Retirement Date. If my 401(k) Plan balance is greater than $1,000, I understand that I may leave the balance in the Plan until I reach age seventy and one-half (70-1/2), at which time I must receive distribution as required by the SunTrust 401(k) Plan. I understand that information regarding 401(k) Plan distributions will be sent to me upon my retirement.

Release. I agree to forever release SunTrust, including its officers, directors, employees, agents, subsidiaries, affiliates and successors, from any and all claims, charges, actions, arbitrations, demands, damages or expenses (collectively “Claims”)—past or present—I may have that arise or arose out of my employment with SunTrust or the conclusion of my employment, whether I know of any of these Claims now or learn of them at a later date. The foregoing is not intended as a waiver of my right to file a charge with the Equal Employment Opportunity Commission (“EEOC”). In addition to all other Claims, I am specifically releasing and agreeing not to bring any action in a federal or state court or administrative agency (other than the EEOC), or any arbitration with the National Association of Securities Dealers (“NASD”) or any other regulatory or self-regulatory agency, any of which is related to any Claim against SunTrust under any federal, state or local wage or discrimination law or any applicable federal, state or local law governing wage or employment matters, including but not limited to the Age Discrimination in Employment Act, or any arbitration requirement. If I have already filed any Claim referred to in this paragraph, I agree to withdraw it prior to the date I receive the Consideration and never to refile it. I understand that I am waiving and releasing all these Claims on a knowing and voluntary basis; however, I am not waiving or releasing any rights or Claims that arise after I sign this Agreement or any Claims related to my entitlement to receive any vested benefits I have earned under any SunTrust employee benefit plan provided by SunTrust to me. I acknowledge that the Consideration received in connection with this Agreement will be my exclusive individual remedy and will constitute an accord and satisfaction of all individual damage claims that may be awarded as a result of such investigation or proceeding. I further acknowledge that nothing in this Agreement will be deemed to minimize or eliminate my rights to claim indemnity from SunTrust for any actions I was authorized to take or forego as an officer of SunTrust or NCF and for which I would be entitled, as a former officer of SunTrust and NCF, to indemnity under the terms of the SunTrust bylaws and the laws of the State of Georgia or pursuant to any agreement between SunTrust and NCF. I covenant not to hereafter sue or to authorize anyone else to file a lawsuit on my behalf against SunTrust and not to become a member of any class suing SunTrust with respect to any Claim released herein. I also covenant and agree not to accept, recover, or receive any back pay, damages, or any other form of relief which may arise out of or in connection with any administrative remedies pursued independently by any other person or any federal, state, or local governmental agency or class represented with respect to any Claim released herein.

(b) Confidential Information Defined. As used in this Agreement, the term “Confidential Information” shall mean all information regarding SunTrust or any subsidiary, the activities or business of SunTrust or any subsidiary, or clients of SunTrust or any subsidiary that is not generally known to persons not employed by SunTrust or any subsidiary, is not generally disclosed by SunTrust practice or authority to persons not employed by SunTrust or any subsidiary, and is the subject of reasonable efforts to keep it confidential. Confidential Information shall include, but not be limited to current and future development and expansion or contraction plans of SunTrust or any subsidiary and each line of business; sale/acquisition plans and contacts; compensation policies and practices; underwriting policies and practices; lending policies and practices, confidential personnel matters; pricing practices and policies; information concerning the legal affairs of SunTrust or any subsidiary; and information concerning the financial affairs of SunTrust or any subsidiary. “Confidential Information” shall not include information that has become generally available to the public by the act of one who has the right to disclose such information without violating any right or privilege of SunTrust or any subsidiary. This definition shall not limit any definition of “confidential information” or any equivalent term under the Georgia Trade Secrets Act or any other state, local or federal law.

(c) Nondisclosure of Confidential Information. In consideration of the promises made by SunTrust hereunder, I hereby agree that, during the remainder of my employment with SunTrust and for a period of twenty-four (24) months immediately following the Retirement Date, I will not directly or indirectly transmit or disclose any Trade Secrets or Confidential Information to any person, concern or entity, or make use of any such Confidential Information, directly or indirectly, for myself or for others, without the prior express written consent of the Chief Executive Officer or President of SunTrust Banks, Inc. Trade Secrets protected by the Georgia Trade Secrets Act shall not lose this protection at the end of the two-year period but shall remain protected from use or disclosure for so long as they remain Trade Secrets. I warrant that I have not disclosed or used for my own benefit or the benefit of anyone other than SunTrust any Confidential Information or Trade Secrets prior to the execution of this Agreement.

(d) Enforceability of Covenants. I agree that my obligations under these nondisclosure covenants are separate and distinct from other provisions of this Agreement, and a failure or alleged failure of SunTrust to perform its obligations under any provision of this Agreement shall not constitute a defense to the enforceability of these nondisclosure covenants. Nothing in this provision or this Agreement shall limit any rights or remedies otherwise available to SunTrust under federal, state or local law.

(a) Nonrecruitment of Employees and Agents. In exchange for the Consideration I will receive from SunTrust hereunder, I agree that, during the remainder of my employment with SunTrust and for a period of twenty-four (24) months immediately following the Retirement Date, I will not directly or indirectly solicit or recruit any employee of SunTrust for the purpose of inducing or encouraging that employee to discontinue his or her employment relationship with SunTrust or any subsidiary.

(b) Definitions. As used in this Agreement, certain terms will be defined as follows:

Customer. “Customer” means any individual or entity to whom SunTrust or any subsidiary has provided products or services and with whom I had, alone or in conjunction with others, Material Contact on behalf of SunTrust or any subsidiary during the twenty four (24) month period prior to the Retirement Date;

ii.

Potential Customer. “Potential Customer” means any individual or entity to whom SunTrust or any subsidiary has actively sought to provide products and/or services within the twelve (12) month period immediately prior to the Retirement Date and with whom I had, alone or in conjunction with others, Material Contact on behalf of SunTrust or any subsidiary during the same time period;

iii.

Material Contact. “Material Contact” means my (i) having business dealings with the Customer or Potential Customer on behalf of SunTrust or any subsidiary, or (ii) obtaining trade secrets or confidential business information about the Customer or Potential Customer as a result of my association with SunTrust or any subsidiary and which I would not have obtained but for my association with SunTrust or any subsidiary;

iv.

(c) Nonsolicitation. In light of SunTrust’s legitimate interest in protecting its Confidential Information and Trade Secrets and preserving SunTrust’s goodwill with its customers, I agree that, during the remainder of my employment and for a period of twenty-four (24) months immediately following the Retirement Date, I will not, without the prior written consent of the Chief Executive Officer or President of SunTrust, directly or indirectly, for myself or on behalf of any other person or entity, solicit or attempt to solicit any Customer or Potential Customer for purposes of providing, marketing, servicing or selling Commercial, Private Wealth, and Retail Banking Products and Services, provided that such products or services are then being provided, marketed, serviced or sold by SunTrust or any subsidiary.

(d) Noncompetition. In exchange for the Consideration SunTrust will pay to me hereunder, I agree that, during the remainder of my employment with SunTrust and for a period of twenty-four (24) months following the Retirement Date, I will not, within the Restricted Territory, provide Prohibited Services as an employee, contractor, or agent to any person or entity engaged in the Business; provided, however, that I may seek, and if granted obtain, from SunTrust a limited exemption from the provisions of this paragraph so long as (i) I do not compete directly with SunTrust Banks, Inc. or any subsidiary thereof and (ii) I obtain prior, written approval from SunTrust to engage in business activities otherwise prohibited by this Section 9(d), subject to the terms and conditions outlined in the approval of SunTrust. For purposes of this Agreement, the term “Business” shall mean banks or other firms providing Commercial, Private Wealth, and Retail Banking Products and Services. For purposes of this Agreement, the term “Prohibited Services” shall mean providing management oversight, strategic direction, or direct sales representation to a business unit providing Commercial, Private Wealth, and Retail Banking Products and Services. For purposes of this Agreement, the term “Restricted Territory” shall mean all areas within a fifty (50) mile radius of any SunTrust Bank retail bank branch in existence on the date on which this Agreement is executed.

(e) Enforceability of Covenants. I understand and agree that my obligations under the above covenants are separate and distinct under this Agreement, and the failure or alleged failure of SunTrust to perform its obligations under any other provisions of this Agreement shall not constitute a defense to the enforceability of this covenant. I also agree that any breach of these covenants by me will result in irreparable damage and injury to SunTrust and that SunTrust will be entitled to injunctive relief in any court of competent jurisdiction without the necessity of posting any bond. I understand and agree that I will be obligated to pay all costs and attorneys’ fees incurred by SunTrust in enforcing the restrictive covenants in this Agreement.

Right to Materials and Return of Materials. All records, files, software, memoranda, reports, customer lists, documents, and the like (together with all copies of such documents and things) relating to the business of SunTrust or any subsidiary, which I have in my possession as a result of my employment shall remain the sole property of SunTrust. Laptop computers, software and related data, information and things provided to me by SunTrust, or any subsidiary, or obtained by me, directly or indirectly, from SunTrust or any subsidiary, also shall remain the sole property of SunTrust. Upon the Retirement Date, I will immediately return all such materials and things to SunTrust and will not retain any copies or remove or participate in removing any such materials or things from the premises of SunTrust after the Retirement Date or SunTrust’s request for return.

Continuing Cooperation. I understand and agree that, in my role at SunTrust, I have been responsible for and involved in numerous matters and projects of a significant and/or confidential nature and that, in some instances, I possess knowledge regarding those and other matters that is unique to me and of value to SunTrust or any subsidiary, and that SunTrust or any subsidiary may have need of my continuing assistance in the future with respect to investigations, audits, litigation or potential litigation related to these matters. I understand that SunTrust’s willingness to provide me with the Consideration is expressly conditioned upon the promises made and obligations assumed by me in this Paragraph 8. I further understand and agree that my fulfillment of these promises and obligations hereafter is a condition precedent to SunTrust’s obligation to provide me with the Consideration set forth herein. I agree, beginning on September 1, 2009 and continuing for a period of twenty-four (24) months immediately thereafter, to provide assistance and to make myself reasonably available to SunTrust and its employees, attorneys and/or accountants with respect to investigations, audits, litigation or potential litigation regarding matters in which I have been involved in the course of my employment with SunTrust or any subsidiary and/or about which I have knowledge as a result of my employment with SunTrust. It is understood and agreed that such assistance, to the extent possible, will be requested at such times and in such a manner so as to not unreasonably interfere with any subsequent employment. Such assistance may consist of, without limitation, telephone or in-person meetings with SunTrust employees, attorneys and/or accountants, or the provision of truthful testimony by way of deposition, hearing, trial or affidavit. SunTrust will be responsible for any reasonable and necessary expenses incurred by me in connection with such assistance. I understand that I will not be entitled to any additional consideration or compensation of any kind from SunTrust in exchange for such assistance.

(a) I agree that any claim arising from or relating to this Agreement or a breach of this Agreement shall be settled by arbitration in accordance with the employment arbitration rules of the American Arbitration Association and through the offices of the Association located nearest to the SunTrust office serving as the headquarters in Memphis, Tennessee at the time the arbitration is sought (the “Memphis Office”). I agree that the arbitrator shall have the additional right to rule on motions to dismiss and/or motions for summary judgment, applying the standards governing such motions under the Federal Rules of Civil Procedure. I acknowledge that I have read and executed the Agreement to Arbitrate attached hereto and I agree that the Consideration I am receiving hereunder is sufficient consideration to bind my signature to this Agreement, including the Agreement to Arbitrate attached hereto. Any arbitration related to this Agreement shall be mandatory and binding except that SunTrust will not enforce mandatory arbitration of ERISA health and disability plan claims, workers compensation claims, unemployment compensation claims or any other claims to the extent such enforcement is prohibited by applicable law or contract. The arbitration shall take place in the jurisdiction of the Memphis Office. If the arbitrators make an award, a judgment on the award may be entered in any court having jurisdiction. In addition, either party may apply to the state court or federal court serving the jurisdiction of the Memphis Office for any temporary injunction or other equitable remedy in aid of arbitration pending final resolution of the dispute through arbitration. In the event any party institutes legal, equitable or arbitration proceedings to enforce or collect damages under this Agreement, I agree that the court or arbitrator(s) may award reasonable attorneys’ fees and expenses to the prevailing party or divide the fees and expenses between the parties in a manner that reflects the outcome of the arbitration.

(b) I agree that this Agreement contains all the terms that are applicable to my retirement from SunTrust and replaces all other agreements I may have with SunTrust or any subsidiary related to these issues, except for any employee benefit plan, incentive or executive compensation plan or arrangement or stock option agreement in which I have a vested benefit as of my last day of employment. I acknowledge that the terms of these benefit plans, incentive or executive compensation plans and stock option agreements shall not be affected by, superseded or replaced by this Agreement or any part thereof. I also agree that, except as otherwise specifically provided in this Agreement, this Agreement cannot be changed or enlarged except by a written amendment that is signed by SunTrust and me. If a dispute arises between SunTrust or any subsidiary and me related to this Agreement, I understand that, except as otherwise provided herein, it will be resolved in accordance with the laws of the State of Georgia and, with respect to arbitration, the Federal Arbitration Act. If any provision or portion of a provision of this Agreement is waived by SunTrust, or any subsidiary, or me or is determined to be unlawful or unenforceable, the waiver or finding of unlawfulness or unenforceability will not act as a waiver or finding of unlawfulness or unenforceability of any other provision or portion of a provision of this Agreement.

(c) I understand that this Agreement is not an admission by SunTrust or any subsidiary or me that any statute or law has been violated or that SunTrust or any subsidiary or I have acted improperly or violated any duty or obligation.

(d) I agree that the contents, terms and existence of this Agreement must be kept confidential, and that I will not reveal them to anyone, except my spouse, attorney or accountant or unless required by law or regulatory or administrative agency, without the prior written consent of SunTrust. I also agree not to make disparaging remarks related to my employment with SunTrust at any time before or after the Retirement Date.

(e) By signing this Agreement, I acknowledge that I have read and understand its terms, and that I have been advised to consult with an attorney about the Agreement and its binding effect on my rights. I also acknowledge that I am satisfied with the terms of this Agreement, that its terms are binding on me, my agents, personal representatives, successors and assigns, and that I am signing this Agreement on a knowing and voluntary basis. I understand and agree that SunTrust has the right, without my prior consent, to assign this Agreement to any successor, assignee, parent, affiliate, or subsidiary.

(f) I understand that I am entitled to consider the terms of the Agreement for twenty-one (21) days after receiving it. I understand that I may sign it anytime within that twenty-one (21) day period. If I do not sign and return the Agreement on or before the twenty-first (21^st) day after receiving it, I understand that I will not receive the Consideration. I understand that (i) I may revoke this Agreement within seven (7) days after signing it, (ii) it cannot become effective and enforceable until after the revocation period expires and (iii) I cannot receive the Consideration if I revoke it within the seven (7) day period.


SUNTRUST		EMPLOYEE
Signature:	/s/ Sally Hacskaylo	Signature:	/s/ William R. Reed, Jr.

Printed Name:	Sally Hacskaylo	Printed Name:	William R. Reed, Jr.

Title:	SVP-HR	Title:	SunTrust Vice Chairman

Date:	June 17, 2009	Date:	June 17, 2009

BEFORE SIGNING THE NONCOMPETE, WAIVER AND RELEASE AGREEMENT AND THIS AGREEMENT (COLLECTIVELY, “AGREEMENT”), I CERTIFY THAT I HAVE READ PARAGRAPH 9(a) OF THE NONCOMPETE, WAIVER AND RELEASE AGREEMENT AND THAT I UNDERSTAND THE FOLLOWING:

•

Under the terms and subject to the exclusions set forth in paragraph 9(a) of the Noncompete, Waiver and Release Agreement, I am agreeing to arbitrate any dispute, claim or controversy that may arise between SunTrust and me related to the Agreement and my employment with SunTrust. This means I am giving up the right to sue SunTrust or another person in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed.

•

Arbitration awards are generally final and binding; a party’s ability to have a court reverse or modify an arbitration award is very limited.

•

The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings.

•

The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court.


Georgia	001-08918	58-1575035
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

303 Peachtree Street, N.E., Atlanta, Georgia		30308
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


	SunTrust Banks, Inc.

June 17, 2009	By:	/s/ David A. Wisniewski

		Name: David A. Wisniewski
		Title: Group Vice President, Associate General Counsel, and Assistant Secretary


Exhibit No.		Description

10.1		Independent Contractor Consulting Agreement entered into as of June 17, 2009 by and between SunTrust Banks, Inc. and William R. Reed, Jr.
10.2		Noncompete, Waiver and Release Agreement entered into as of June 17, 2009 by and between SunTrust Banks, Inc. and William R. Reed, Jr.


Date of Report (Date of Earliest Event Reported):		June 17, 2009


Registrant’s telephone number, including area code:		(404) 558-7711