UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934

 
GB&T Bancshares, Inc.
	
(Name of Issuer)	

Common Stock, no par value per share
	
(Title of Class of Securities)	

361462104
	
(CUSIP Number)	

Raymond D. Fortin
Corporate Executive Vice President and General Counsel
SunTrust Banks, Inc.
303 Peachtree Street NE
Atlanta, Georgia 30308
(404) 588-7165
	
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)	

WITH A COPY TO:    
C. William Baxley
King & Spalding LLP
1180 Peachtree Street NE
Atlanta, Georgia 30309
(404) 572-4600

November 2, 2007
	
(Date of Event which Requires Filing of this Statement)	
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.   ¨

					
CUSIP No. 361462104	  	13D	  	Page 2 of 9 Pages	

  1	 	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(entities only)
 
            SunTrust Banks, Inc.
             58-1575035	 	 	
  2	 	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)   ¨
(b)   x	 	 	
  3	 	SEC USE ONLY
 	 	 	
  4	 	SOURCE OF FUNDS (See Instructions)
 
            Not Applicable	 	 	
  5	 	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
 	 	¨	
  6	 	CITIZENSHIP OR PLACE OF ORGANIZATION
 
            Georgia	 	 	
			
NUMBER OF  
 
SHARES  
 
BENEFICIALLY  
 
OWNED BY  
 
EACH  
 
REPORTING  
 
PERSON  
 
WITH  	 	  7    SOLE VOTING POWER
 
                - 0 -	
	 	  8    SHARED VOTING POWER
 
                1,122,581*	
	 	  9    SOLE DISPOSITIVE POWER
 
                - 0 -	
	 	10    SHARED DISPOSITIVE POWER
 
                1,122,581*	
					
11	 	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
            1,122,581*	 	 	
12	 	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 	 	¨	
13	 	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
            approximately 8.0%*	 	 	
14	 	TYPE OF REPORTING PERSON (See Instructions)
 
            CO	 	 	
 
*	Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended, the Reporting Person disclaims beneficial ownership of such Shares, and this Statement on Schedule 13D (this “Statement”) shall not be construed as an admission that the Reporting Person is the beneficial owner of any securities covered by this Statement.	
 
Page 2 of 9 Pages

					
CUSIP No. 361462104	  	13D	  	Page 3 of 9 Pages	
 
 	Item 1.	Security and Issuer.	
The class of equity security to which this Statement on Schedule 13D (this “Statement”) relates is the common stock, no par value per share (the “Shares”), of GB&T Bancshares, Inc., a Georgia corporation (the “Company”). The address of the principal executive offices of the Company is 500 Jesse Jewell Parkway SE, P.O. Box 2760, Gainesville, GA 30501.
 
 	Item 2.	Identity and Background.	
This Statement is filed by SunTrust Banks, Inc., a Georgia corporation (“SunTrust”), with the U.S. Securities and Exchange Commission on November 9, 2007. SunTrust, with total assets of $175.9 billion as of September 30, 2007, is one of the nation’s largest financial holding companies. Through its banking subsidiaries, SunTrust provides deposit, credit, trust and investment services to a broad range of retail, business and institutional clients. Other subsidiaries provide mortgage banking, credit-related insurance, asset management, brokerage and capital market services. SunTrust operates over 1,600 retail branches and over 2,500 ATMs in Alabama, Arkansas, Florida, Georgia, Maryland, Mississippi, North Carolina, South Carolina, Tennessee, Virginia, West Virginia and the District of Columbia. SunTrust’s principal place of business and principal office is at 303 Peachtree Street NE, Atlanta, Georgia 30308.
The name, citizenship, business address and principal occupation or employment of each of the directors and executive officers of SunTrust and certain other information are set forth on Schedule 1 hereto, which is incorporated herein by reference. Neither SunTrust nor, to the best knowledge of SunTrust, any of the persons listed on Schedule 1 during the last five years has been (i) convicted in a criminal proceeding (excluding traffic violations or other similar misdemeanors) or (ii) a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation of such laws.
 
 	Item 3.	Source and Amount of Funds or Other Consideration.	
Certain shareholders of the Company (each a “Shareholder,” and collectively, the “Shareholders”) and SunTrust have entered into Voting Agreements, each dated November 2, 2007, which are attached hereto as Exhibits 2 through 14 (each a “Voting Agreement,” and collectively, the “Voting Agreements”) with respect to certain Shares beneficially owned by the Shareholders. Pursuant to the Voting Agreements, the Shareholders agreed to vote an aggregate of 1,122,581 Shares owned by them, as well as any Shares acquired by them after November 2, 2007 (the “Committed Shares”), in favor of the Merger Agreement (as defined in Item 4 below) and for approval of the Merger (as defined in Item 4 below). As of November 2, 2007, the Committed Shares represented approximately 8.0% of the Shares issued and outstanding. No Shares were purchased by SunTrust pursuant to the Voting Agreements, and thus no funds were used for such purpose. Exhibits 2 through 14 are specifically incorporated herein by reference to this Item 3. 
Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended (the “Act”), SunTrust expressly disclaims any beneficial ownership of the Committed Shares.
 
 	Item 4.	Purpose of the Transaction.	
On November 2, 2007, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with SunTrust. Under the terms of the Merger Agreement, the Company will merge with and into SunTrust or one of SunTrust’s subsidiaries, with SunTrust or its subsidiary continuing as the surviving entity (the “Merger”). Pursuant to the Merger Agreement, each of the issued and outstanding
 
Page 3 of 9 Pages

					
CUSIP No. 361462104	  	13D	  	Page 4 of 9 Pages	
 
Shares (excluding Shares owned by the Company and SunTrust) will be converted into the right to receive 0.1562 shares of SunTrust common stock (the “Exchange Ratio”). Cash will be paid in lieu of fractional shares.
The Merger Agreement also provides that each issued and outstanding option to purchase Shares will be converted into an option to purchase the number of whole shares of SunTrust common stock equal to the number of Shares subject to the stock option multiplied by the Exchange Ratio (rounded down to the nearest whole share). The exercise price per share of the SunTrust stock option will equal the exercise price for the Company stock option divided by the Exchange Ratio. The Merger is subject to various conditions, including the approval of the shareholders of the Company and the satisfaction of other customary terms and conditions in the Merger Agreement. If the Merger is consummated as contemplated, the Shares will be eligible for termination of registration under Section 12(g)(4) of the Act.
For the term of the Voting Agreements, the Shareholders agreed that they will vote (or deliver a written consent with respect to) the Committed Shares at any annual, special or other meeting (or any adjournment thereof) or in connection with any action or consent of the shareholders of the Company, unless SunTrust votes the Committed Shares directly pursuant to the proxies granted by the Voting Agreements, (i) in favor of the adoption and approval of the Merger Agreement and the Merger, (ii) against any action or agreement that would result in a breach of any representation, warranty, covenant or agreement of the Company contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilled, and (iii) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction. For purposes of the Voting Agreements, an “Alternative Transaction” means (A) a transaction pursuant to which any person or group of persons (other than SunTrust or its affiliates), directly or indirectly acquires or would acquire more than 25% of the outstanding Shares, (B) a merger, share exchange, consolidation or other business combination involving the Company (other than the Merger), (C) a transaction pursuant to which any person or group of persons (other than SunTrust or its affiliates) acquires or would acquire more than 25% of the Company’s assets, or (D) any other consolidation, business combination, recapitalization or similar transaction involving the Company (other than the transactions contemplated by the Merger Agreement), as a result of which the holders of Shares immediately before such transactions do not, in the aggregate, own at least 75% of the outstanding shares of common stock and outstanding voting power of the surviving entity in such transaction immediately after the consummation thereof in substantially the same proportion as such holders held Shares immediately before the consummation thereof.
The Shareholders also granted SunTrust, or any nominee of SunTrust, for the term of the Voting Agreements, an irrevocable proxy to vote the Committed Shares at every meeting of the Company’s shareholders or any adjournment thereof (i) in favor of the adoption and approval of the Merger Agreement and the Merger, (ii) against any action or agreement that would result in a breach of any representation, warranty, covenant or agreement of the Company contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilled, and (iii) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote in favor of such action.
 
Page 4 of 9 Pages

					
CUSIP No. 361462104	  	13D	  	Page 5 of 9 Pages	
 
In addition, during the term of the Voting Agreements, the Shareholders may not sell, transfer, assign, pledge, hypothecate, tender or otherwise dispose of or limit the Shareholders’ right to vote in any manner any of the Committed Shares, and the Shareholders have agreed to not take any action which would have the effect of preventing or disabling the Shareholders from performing their obligations under the Voting Agreements.
Furthermore, for the term of the Voting Agreements, the Shareholders have agreed that neither they nor any of their representatives or affiliates will (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any Alternative Transaction or any inquiries or the making of any proposal which may lead to an Alternative Transaction, (ii) furnish any information in connection with or in response to an Alternative Transaction or an inquiry or indication of interest that could lead to an Alternative Transaction, (iii) participate in any discussion or negotiations regarding any Alternative Transaction, (iv) enter into any contract or agreement regarding any Alternative Transaction or (v) approve, endorse or recommend, or otherwise make or authorize any statement, recommendation or solicitation in support of, any Alternative Transaction.
The Voting Agreements will terminate upon the earlier of the consummation of the Merger or the termination of the Merger Agreement according to its terms.
The foregoing description of the transactions contemplated by the Merger Agreement and the Voting Agreements is qualified in its entirety by reference to the respective documents, copies of which are filed hereto as Exhibit 1 and Exhibits 2 through 14, respectively, each of which is incorporated herein by reference.
Except as set forth in this Statement, the Voting Agreements or the Merger Agreement, SunTrust has no plans or proposals that relate to or that would result in any of the actions specified in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
 
 	Item 5.	Interest in Securities of the Issuer.	
As of the date hereof, SunTrust owns no Shares. For purposes of Rule 13d-3 under the Act, however, as a result of entering into the Voting Agreements, SunTrust may be deemed to possess beneficial ownership of the Committed Shares, which represent approximately 8.0% of the issued and outstanding Shares as of the date hereof. SunTrust, however, disclaims beneficial ownership of such securities, and this Statement shall not be construed as an admission that SunTrust is the beneficial owner for any purpose of the securities subject to the Voting Agreements.
Except as described herein, neither SunTrust nor, to the knowledge of SunTrust, any person listed on Schedule 1 hereto has acquired or disposed of any Shares in the past 60 days. Parts (d) and (e) of Item 5 are not applicable.
The foregoing description of the Voting Agreements is qualified in its entirety by reference to the Voting Agreements, copies of which are filed hereto as Exhibits 2 through 14, which are incorporated herein by reference.
 
 	Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.	
The information set forth, or incorporated by reference, in Items 3, 4 and 5 of this Statement is incorporated herein by reference. Except as described in this Statement, there are no contracts,
 
Page 5 of 9 Pages

					
CUSIP No. 361462104	  	13D	  	Page 6 of 9 Pages	
 
arrangements, understandings or relationships (legal or otherwise) between SunTrust and any other person with respect to any of the securities of the Company, including, but not limited to, transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
 
 	Item 7.	Material to be Filed as Exhibits.	

  1.	  	Agreement and Plan of Merger, dated as of November 2, 2007, by and between SunTrust Banks, Inc. and GB&T Bancshares, Inc. (filed as Exhibit 2.1 to the Current Report on Form 8-K, dated November 6, 2007, of the Company and incorporated herein by reference).	
		
  2.	  	Voting Agreement, dated as of November 2, 2007, by and between SunTrust Banks, Inc. and Lowell S. Cagle.	
		
  3.	  	Voting Agreement, dated as of November 2, 2007, by and between SunTrust Banks, Inc. and John W. Darden.	
		
  4.	  	Voting Agreement, dated as of November 2, 2007, by and between SunTrust Banks, Inc. and William A. Foster III.	
		
  5.	  	Voting Agreement, dated as of November 2, 2007, by and between SunTrust Banks, Inc. and Bennie E. Hewett.	
		
  6.	  	Voting Agreement, dated as of November 2, 2007, by and between SunTrust Banks, Inc. and Richard A. Hunt.	
		
  7.	  	Voting Agreement, dated as of November 2, 2007, by and between SunTrust Banks, Inc. and James L. Lester.	
		
  8.	  	Voting Agreement, dated as of November 2, 2007, by and between SunTrust Banks, Inc. and John E. Mansour.	
		
  9.	  	Voting Agreement, dated as of November 2, 2007, by and between SunTrust Banks, Inc. and T. Alan Maxwell.	
		
10.	  	Voting Agreement, dated as of November 2, 2007, by and between SunTrust Banks, Inc. and James H. Moore.	
		
11.	  	Voting Agreement, dated as of November 2, 2007, by and between SunTrust Banks, Inc. and Samuel L. Oliver.	
		
12.	  	Voting Agreement, dated as of November 2, 2007, by and between SunTrust Banks, Inc. and Alan A. Wayne.	
		
13.	  	Voting Agreement, dated as of November 2, 2007, by and between SunTrust Banks, Inc. and Philip A. Wilheit.	
		
14.	  	Voting Agreement, dated as of November 2, 2007, by and between SunTrust Banks, Inc. and Anna B. Williams.	
 
Page 6 of 9 Pages

					
CUSIP No. 361462104	  	13D	  	Page 7 of 9 Pages	
 
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
Date: November 9, 2007

SUNTRUST BANKS, INC.	
		
By	 	/s/ Raymond D. Fortin	
Name	 	Raymond D. Fortin	
Title	 	Corporate Executive Vice President and General Counsel	
 
Page 7 of 9 Pages

Schedule 1
CERTAIN INFORMATION CONCERNING THE
DIRECTORS AND EXECUTIVE OFFICERS OF SUNTRUST BANKS, INC.
Directors and Executive Officers of SunTrust Banks, Inc. Set forth below are the name, current business address and present principal occupation or employment for each executive officer and director of SunTrust. The business address of each such executive officer and director is: c/o SunTrust Banks, Inc., 303 Peachtree Street NE, Atlanta, Georgia 30308. Unless otherwise noted, each such person is a citizen of the United States.

Directors of
SunTrust Banks, Inc.	  	Principal Occupation or Employment Information	
Robert M. Beall, II	  	Executive Chairman of the Board of Beall’s, Inc.; Chairman of the Board of Beall’s, Inc. and a director of FPL Group, Inc.	
		
J. Hyatt Brown	  	Chairman of the Board and Chief Executive Officer of Brown and Brown, Inc.; director of FPL Group, Inc., International Speedway Corporation and Rock-Tenn Company.	
		
Alston D. Correll	  	Retired; former Chairman of the Board and Chief Executive Officer of Georgia-Pacific Corporation; director of Mirant Corporation and Norfolk Southern Corp.	
		
Jeffery C. Crowe	  	Chairman of the Board of Landstar System, Inc.; former Chief Executive Officer of Landstar System, Inc.	
		
Thomas C. Farnsworth, Jr.	  	Chairman of the Board of Farnsworth Investment Co. and affiliated companies; former director of National Commerce Financial Corporation.	
		
Patricia C. Frist	  	Partner in Frist Capital Partners; President of Frisco, Inc.	
		
Blake P. Garrett, Jr.	  	Partner in Garrett and Garrett Construction and related companies; former director of National Commerce Financial Corporation.	
		
David H. Hughes	  	Director of Brown and Brown, Inc. and Darden Restaurants, Inc.; former Chairman of the Board of Hughes Supply, Inc.	
		
L. Phillip Humann	  	Executive Chairman and member of the Executive Committee of the Board of SunTrust Banks, Inc.; former Chief Executive Officer of SunTrust Banks, Inc.; director of Coca-Cola Enterprises, Inc., Equifax, Inc. and Haverty Furniture Companies, Inc.	
		
E. Neville Isdell	  	Chairman of the Board and Chief Executive Officer of The Coca-Cola Company.	
		
M. Douglas Ivester	  	President of Deer Run Investments, LLC; former Chairman of the Board and Chief Executive Officer of The Coca-Cola Company.	
		
J. Hicks Lanier	  	Chairman of the Board and Chief Executive Officer of Oxford Industries, Inc.	
		
G. Gilmer Minor III	  	Chairman of the Board of Directors of Owens and Minor, Inc.	
		
Larry L. Prince	  	Chairman of the Executive Committee of the Board of Genuine Parts Company; director of Crawford and Company, Equifax, Inc. and John H. Harland Co.	
		
Frank S. Royal	  	President and member of Frank S. Royal, M.D., P.C.; director of Chesapeake Corporation, CSX Corporation, Dominion Resources, Inc. and Smithfield Foods, Inc.	
		
James M. Wells III	  	President, Chief Executive Officer, Executive Director and Chairman of the Executive Committee of the Board of SunTrust Banks, Inc.; former Chief Operating Officer of SunTrust Banks, Inc.	
		
Karen Hastie Williams	  	Retired partner of Crowell and Moring LLP; director of Chubb Corporation, Continental Airlines, Inc., Gannett Company, Inc. and WGL Holdings, Inc.	
 
Page 8 of 9 Pages

			
Directors of
SunTrust Banks, Inc.	  	Principal Occupation or Employment Information	
Phail Wynn, Jr.	  	President of Durham Technical Community College; former director of National Commerce Financial Corporation.	

Executive
Officers of
SunTrust Banks, Inc.	  	Principal Occupation or Employment Information	
Mark A. Chancy	  	Corporate Executive Vice President and Chief Financial Officer	
		
David F. Dierker	  	Corporate Executive Vice President and Chief Administrative Officer	
		
Thomas E. Freeman	  	Corporate Executive Vice President, Chief Credit Officer and Chief Risk Officer	
		
Raymond D. Fortin	  	Corporate Executive Vice President and General Counsel	
		
C. Eugene Kirby	  	Corporate Executive Vice President, Retail Banking	
		
William R. Reed, Jr.	  	Vice Chairman	
		
William H. Rogers, Jr.	  	Corporate Executive Vice President, Investment Management and Investment Banking	
		
R. Charles Shufeldt	  	Corporate Executive Vice President, Investment Banking	
		
Timothy E. Sullivan	  	Corporate Executive Vice President and Chief Information Officer	
		
James M. Wells III	  	President, Chief Executive Officer, Executive Director and Chairman of the Executive Committee of the Board	
 
Page 9 of 9 Pages
 
Exhibit 2
VOTING AGREEMENT
THIS VOTING AGREEMENT (this “Agreement”) dated as of November 2, 2007, is entered into between SUNTRUST BANKS, INC., a Georgia corporation (“ SunTrust ”), and Lowell S. Cagle, an individual resident of the State of Georgia (“ Stockholder ”), with respect to the shares of common stock, no par value per share (the “ Company Common Stock ”), of GB&T Bancshares, Inc., a Georgia corporation (the “ Company ”), owned by Stockholder.
WITNESSETH :
WHEREAS, SunTrust and the Company have entered into an Agreement and Plan of Merger dated as of the date hereof (the “ Merger Agreement ”) pursuant to which the Company will merge with and into SunTrust or a subsidiary of SunTrust (the “ Merger ”);
WHEREAS, as of the date hereof, Stockholder beneficially and of record owns and has the power to vote 18,635 shares of Company Common Stock (together with (i) any securities issued or exchanged with respect to such shares of Company Common Stock, and upon any recapitalization, reclassification, merger, consolidation, spin-off, partial or complete liquidation, stock dividend, split-up or combination of the securities of the Company or any other change in the Company’s capital structure and (ii) any other shares of Company Common Stock otherwise owned by Stockholder on the date hereof or acquired by Stockholder on or after the date hereof, the “ Securities ”); and
WHEREAS, SunTrust desires to enter into this Agreement in connection with its efforts to consummate an acquisition of the Company, and SunTrust requires that Stockholder enter into this Agreement as a condition to its willingness to enter into the Merger Agreement.
NOW, THEREFORE, in contemplation of the foregoing and in consideration of the mutual agreements, covenants, representations and warranties contained herein and intending to be legally bound hereby, the parties hereto agree as follows:
1. Definitions . Capitalized terms used but not defined in this Agreement are used in this Agreement with the same meanings given to such terms in the Merger Agreement.
2. Certain Covenants .
2.1 Disposition . Stockholder hereby covenants and agrees during the term of this Agreement that (a) except as consented to in writing by SunTrust in its sole discretion, Stockholder will not sell, transfer, assign, pledge, hypothecate, tender or otherwise dispose of or limit its right to vote in any manner any of the Securities, or agree to do any of the foregoing, and (b) Stockholder will not take any action which would have the effect of preventing or disabling Stockholder from performing its obligations under this Agreement.

2.2 No Solicitation . During the term of this Agreement, subject to Section 7.2 of this Agreement, neither Stockholder nor any of the representatives or affiliates of Stockholder (including any investment banker, attorney or accountant retained by Stockholder or by any Subsidiary of Stockholder) shall (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any Alternative Transaction or any inquiries or the making of any proposal which may lead to an Alternative Transaction, (ii) furnish any information to any Person in connection with or in response to an Alternative Transaction or an inquiry or indication of interest that could lead to an Alternative Transaction, (iii) participate in any discussions or negotiations regarding any Alternative Transaction, (iv) enter into any contract or agreement regarding any Alternative Transaction or (v) approve, endorse or recommend, or otherwise make or authorize any statement, recommendation or solicitation in support of, any Alternative Transaction. Stockholder and its representatives and affiliates immediately shall cease and cause to be terminated any existing activities, discussions or negotiations with any parties with respect to any Alternative Transaction.
2.3 Voting Agreement .
(a) Stockholder has revoked or terminated any proxies, voting agreements or similar arrangements previously given or entered into with respect to the Securities.
(b) Unless SunTrust votes the Securities directly pursuant to the proxy granted in Section 2.4, Stockholder agrees to vote (and exercise any written consent with respect to) the Securities during the term of this Agreement (i) for the adoption and approval of the Merger Agreement and the Merger (in each case as amended from time to time), (ii) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, and (iii) against any other action or agreement that would result in a breach of any representation, warranty, covenant or agreement of the Company contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilled, in the case of each clauses (i), (ii) and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the Company, in lieu of a meeting or otherwise.
(c) This Agreement shall not be terminated by any act of Stockholder or by operation of law, whether by the death or incapacity of Stockholder or by the occurrence of any other event or events (including, without limiting the foregoing, the termination of any trust or estate for which Stockholder is acting as a fiduciary or fiduciaries or the dissolution or liquidation of any corporation or partnership). If between the execution hereof and the Termination Date, Stockholder should die or become incapacitated, or if any trust or estate holding the Securities should be terminated, or if any corporation or partnership holding the Securities should be dissolved or liquidated, or if any other such similar event or events shall occur before the Termination Date, certificates representing the Securities shall be delivered by or on behalf of
 
-2-

Stockholder in accordance with the terms and conditions of the Merger Agreement and this Agreement, and actions taken by Stockholder hereunder shall be as valid as if such death, incapacity, termination, dissolution, liquidation or other similar event or events had not occurred, regardless of whether or not SunTrust has received notice of such death, incapacity, termination, dissolution, liquidation or other event.
2.4 Proxy .
(a) Stockholder by this Agreement does hereby constitute and appoint SunTrust, or any nominee of SunTrust, with full power of substitution, during and for the Proxy Term, as Stockholder’s true and lawful attorney and irrevocable proxy, for and in Stockholder’s name, place and stead, to vote the Securities of Stockholder as Stockholder’s proxy, at every meeting of the Company’s stockholders or any adjournment thereof (or, as applicable, to instruct and direct any holder of record of such Securities to vote such Securities) or execute its proxy with respect to such Securities at every meeting of the Company’s stockholders or any adjournment thereof, (i) for the adoption and approval of the Merger Agreement and the Merger (in each case as amended from time to time), (ii) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such action, and (iii) against any other action or agreement that would result in a breach of any representation, warranty, covenant or agreement of the Company contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilled, unless SunTrust determines to vote or consent in favor of such action, in the case of each clauses (i), (ii) and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the Company, in lieu of a meeting or otherwise. Stockholder intends this proxy to be irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxy previously granted by Stockholder with respect to its Securities. Stockholder acknowledges that, pursuant to the authority hereby granted under the irrevocable proxy, SunTrust may vote Stockholder’s Shares in furtherance of its own interests, and SunTrust is not acting as a fiduciary for Stockholder.
(b) For purposes of this Agreement, “ Proxy Term ” means the period from the execution of this Agreement until the Termination Date.
(c) Stockholder agrees that the irrevocable proxy set forth in this Section 2.4 hereof shall not be terminated by any act of Stockholder or by operation of law, other than upon expiration of the Proxy Term.
2.5 Public Announcement . Stockholder shall consult with SunTrust before issuing any press releases or otherwise making any public statements with respect to the transactions contemplated herein and shall not issue any such press release or make any such public statement without the approval of SunTrust, except as may be required by law.
 
-3-

2.6 Disclosure . Stockholder hereby authorizes SunTrust to publish and disclose in any announcement or disclosure required by the Securities and Exchange Commission (the “ SEC ”) or the New York Stock Exchange (the “ NYSE ”) or any other national securities exchange its identity and ownership of the Securities and the nature of its commitments, arrangements and understandings under this Agreement.
2.7 Stop Transfer Instruction .
(a) Promptly following the date hereof, Stockholder and SunTrust shall deliver joint written instructions to the Company and to the Company’s transfer agent stating that the Securities may not be sold, transferred, pledged, assigned, hypothecated, tendered or otherwise disposed of in any manner without the prior written consent of SunTrust or except in accordance with the terms and conditions of this Agreement.
(b) Promptly following the date hereof, Stockholder shall cause a legend to be placed on the certificates (to the extent the Securities are certificated) representing the Securities as set forth below:
“The Securities represented by this certificate are subject to restrictions on transfer and may not be sold, transferred, pledged, assigned, hypothecated, tendered or otherwise disposed of except in accordance with and subject to the terms and conditions of a Voting Agreement dated November 2, 2007, between the registered holder hereof and SunTrust Banks, Inc.”
2.8 The parties hereto agree that the legend set forth above shall be removed only upon delivery to the Company’s transfer agent of written notice signed by SunTrust (which notice shall not be unreasonably withheld or delayed) that this Agreement has terminated and the restrictions set forth in the legend above are of no further force and effect.
3. Representations and Warranties of Stockholder . Stockholder hereby represents and warrants to SunTrust as follows:
3.1 Ownership . Stockholder has good and valid title to, and is the sole legal and beneficial owner of the Securities, in each case free and clear of all liabilities, claims, liens, options, proxies, charges, participations and encumbrances of any kind or character whatsoever (other than any restrictions under applicable federal and state securities laws).
3.2 Authorization . Stockholder has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and has sole voting power and sole power of disposition, with respect to the Securities with no restrictions on its voting rights or rights of disposition pertaining thereto (other than any restrictions under applicable federal and state securities laws). Stockholder has duly executed and delivered this Agreement and this Agreement is a legal, valid and binding agreement of Stockholder, enforceable against Stockholder in accordance with its terms, subject to the qualification, however, that enforcement of the rights and remedies created hereby is subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general application related to
 
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or affecting creditors’ rights and to general equity principles. No state anti-takeover or similar statute is applicable to SunTrust or the Company or the Surviving Corporation in connection with the Merger, the Merger Agreement or this Agreement or any of the transactions contemplated hereby or thereby.
3.3 No Violation . Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (a) require Stockholder to file or register with, or obtain any material permit, authorization, consent or approval of, any governmental agency, authority, administrative or regulatory body, court or other tribunal, foreign or domestic, or any other entity, or (b) violate, or cause a breach of or default under, any contract, agreement or understanding, any statute or law, or any judgment, decree, order, regulation or rule of any governmental agency, authority, administrative or regulatory body, court or other tribunal, foreign or domestic, or any other entity or any arbitration award binding upon Stockholder. No proceedings are pending which, if adversely determined, will have an adverse effect on any ability to vote or dispose of any of the Securities. Stockholder has not previously assigned or sold any of the Securities to any third party.
3.4 Accredited Investor/ Stockholder Has Adequate Information . Stockholder is acquiring the SunTrust Common Stock to be issued in the Merger for Stockholder’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act of 1933, as amended (the “Act”), or any applicable state securities laws and Stockholder shall not dispose of such SunTrust Common Stock in contravention of the Act or any applicable state securities laws. Stockholder is an “accredited investor”, as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended. Stockholder is a sophisticated seller with respect to the Securities and has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Securities and has independently and without reliance upon SunTrust and based on such information as Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Stockholder acknowledges that SunTrust has neither made nor makes any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement. Stockholder acknowledges that the agreements contained herein with respect to the Securities by Stockholder is irrevocable, and that Stockholder shall have no recourse to the Securities or SunTrust, except with respect to breaches of representations, warranties, covenants and agreements expressly set forth in this Agreement.
3.5 SunTrust’s Excluded Information . Stockholder acknowledges and confirms that (a) SunTrust may possess or hereafter come into possession of certain non-public information concerning the Securities and the Company which is not known to Stockholder and which may be material to Stockholder’s decision to sell the Securities (“ SunTrust’s Excluded Information ”), (b) Stockholder has requested not to receive SunTrust’s Excluded Information and has determined to sell the Securities notwithstanding its lack of knowledge of SunTrust’s Excluded Information, and (c) SunTrust shall have no liability or obligation to Stockholder in connection with, and Stockholder hereby waives and releases SunTrust from, any claims which Stockholder or its successors and assigns may have against SunTrust (whether pursuant to applicable Securities, laws or otherwise) with respect to the non-disclosure of SunTrust’s Excluded Information; provided , however , nothing contained in this Section 3.5 shall limit Stockholder’s right to rely upon the
 
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express representations and warranties made by SunTrust in this Agreement, or Stockholder’s remedies in respect of breaches of any such representations and warranties.
3.6 No Setoff . Stockholder has no liability or obligation related to or in connection with the Securities other than the obligations to SunTrust as set forth in this Agreement. There are no legal or equitable defenses or counterclaims that have been or may be asserted by or on behalf of the Company, as applicable, to reduce the amount of the Securities or affect the validity or enforceability of the Securities.
4. Representations and Warranties of SunTrust . SunTrust hereby represents and warrants to Stockholder as follows:
4.1 Authorization . SunTrust has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. SunTrust has duly executed and delivered this Agreement and this Agreement is a legal, valid and binding agreement of SunTrust, enforceable against SunTrust in accordance with its terms, subject to the qualification however, that enforcement of the rights and remedies created hereby is subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general application related to or affecting creditors’ rights and to general equity principles.
4.2 No Violation . Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (a) require SunTrust to file or register with, or obtain any material permit, authorization, consent or approval of, any governmental agency, authority, administrative or regulatory body, court or other tribunal, foreign or domestic, or any other entity, in any case other than as contemplated by this Agreement or the Merger Agreement or (b) violate, or cause a breach of or default under, any contract, agreement or understanding, any statute or law, or any judgment, decree, order, regulation or rule of any governmental agency, authority, administrative or regulatory body, court or other tribunal, foreign or domestic, or any other entity or any arbitration award binding upon SunTrust, except for such violations, breaches or defaults which are not reasonably likely to have a material adverse effect on SunTrust’s ability to satisfy its obligations under this Agreement.
5. No Control . Nothing contained in this Agreement shall give SunTrust the right to control or direct the Company or the Company’s operations.
6. Specific Performance . Stockholder acknowledges that SunTrust will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of Stockholder which are contained in this Agreement. It is accordingly agreed that, in addition to any other remedies which may be available to SunTrust upon the breach by Stockholder of such covenants and agreements, SunTrust shall have the right to obtain injunctive relief to restrain any breach or threatened breach of such covenants or agreements or otherwise to obtain specific performance of any of such covenants or agreements.
7. Miscellaneous .
 
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7.1 Term . This Agreement shall terminate upon the earlier of (a) the consummation of the Merger and (b) the termination of the Merger Agreement pursuant to its terms (the “ Termination Date ”). At the Termination Date, this Agreement shall thereupon become void and be of no further force and effect, provided that nothing herein shall relieve any party from liability hereof for breaches of this Agreement prior to the Termination Date.
7.2 Fiduciary Duties . Notwithstanding anything in this Agreement to the contrary: (a) Stockholder makes no agreement or understanding herein in any capacity other than in Stockholder’s capacity as a record holder and beneficial owner of Securities, (b) nothing herein shall be construed to limit or affect any action or inaction by Stockholder in his capacity as a director or officer of the Company, and (c) Stockholder shall have no liability to SunTrust or any of its affiliates under this Agreement or otherwise as a result of any action or inaction by Stockholder acting in his capacity as a director or officer of the Company.
7.3 Expenses . Each of the parties hereto shall pay its own expenses incurred in connection with this Agreement. Each of the parties hereto warrants and covenants to the others that it will bear all claims for brokerage fees attributable to action taken by it.
7.4 Binding Effect . This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective representatives and permitted successors and assigns.
7.5 Entire Agreement . This Agreement contains the entire understanding of the parties and supersedes all prior agreements and understandings between the parties with respect to its subject matter. This Agreement may be amended only by a written instrument duly executed by the parties hereto.
7.6 Headings . The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Time is of the essence with respect to all provisions of this Agreement.
7.7 Assignment . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. No party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party; provided , however , that SunTrust may freely assign its rights to an affiliate of SunTrust without such prior written approval but no such assignment shall relieve SunTrust of any of its obligations hereunder. Any purported assignment without such consent shall be void.
7.8 Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be an original, but each of which together shall constitute one and the same Agreement.
7.9 Notices . All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by confirmed facsimile or by registered or certified mail
 
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(postage prepaid, return receipt requested) to the respective parties at the following addresses, or at such other address for a party as shall be specified in a notice given in accordance with this Section 7.9:

if to SunTrust:	  	c/o SunTrust Banks, Inc.	
	  	303 Peachtree Street, NE, 29 th Floor	
	  	Atlanta, Georgia 30308	
	  	Attn: Raymond D. Fortin	
	  	Facsimile: (404) 724-3550	
		
with a copy to:	  	King & Spalding LLP	
	  	1180 Peachtree Street NE	
	  	Atlanta, GA 30309	
	  	Attn: C. William Baxley	
	  	Facsimile: (404) 572-5132	
		
if to Stockholder:	  	Lowell S. Cagle	
	  	4143 Ashford Way	
	  	Gainesville, GA 30507	
		
with a copy to:	  	Troutman Sanders LLP	
	  	600 Peachtree Street	
	  	5200	
	  	Atlanta, GA 30308	
	  	Attn: David Ghegan	
	  	Facsimile: (404) 962-6599	
7.10 Governing Law . This Agreement shall be governed and construed in accordance with the internal laws of the State of Georgia applicable to contracts made and wholly performed within such state, without regard to any applicable conflicts-of-law principles. The parties agree that any suit, action or proceeding brought by either party to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in any federal court located in Atlanta, Georgia having jurisdiction over the matter; provided , however , that if such a federal court does not have jurisdiction over the matter, any aforementioned suit, action or proceeding shall be brought in a state court located in Atlanta, Georgia having jurisdiction over the matter. Each of the parties submits to the jurisdiction of any such court in any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of, or in connection with, this Agreement or the transactions contemplated hereby and hereby irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in such action or proceeding. Each party irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties irrevocably waives the right to trial by jury, and each of the parties irrevocably consents to service of process by first class certified mail, return receipt
 
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requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 7.9.
7.11 Enforceability . The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
7.12 Further Assurances . Stockholder will use all reasonable efforts to cooperate with SunTrust in connection with the Merger, promptly take such actions as are necessary or appropriate to consummate the Merger, and provide any information reasonably requested by SunTrust for any registration of shares of SunTrust Common Stock issued in the Merger and any regulatory application or filing made or approval sought for the transactions contemplated by the Merger Agreement. Stockholder waives all rights available to it under the Georgia Business Corporation Code to demand appraisal or dissenters’ rights with respect to the Securities.
7.13 Remedies Not Exclusive . All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity will be cumulative and not alternative, and the exercise of any thereof by either party will not preclude the simultaneous or later exercise of any other such right, power or remedy by such party.
 
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IN WITNESS WHEREOF , SunTrust and Stockholder have caused this Agreement to be duly executed as of the day and year first above written.

SUNTRUST BANKS, INC.	
		
By:	 	/s/ Richard G. Blumberg	
Name:	 	Richard G. Blumberg	
Title:	 	Senior Vice President	
		
	 	/s/ Lowell S. Cagle	
	 	Lowell S. Cagle	
 
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Exhibit 3
VOTING AGREEMENT
THIS VOTING AGREEMENT (this “Agreement”) dated as of November 2, 2007, is entered into between SUNTRUST BANKS, INC., a Georgia corporation (“ SunTrust ”), and John W. Darden, an individual resident of the State of Georgia (“ Stockholder ”), with respect to the shares of common stock, no par value per share (the “ Company Common Stock ”), of GB&T Bancshares, Inc., a Georgia corporation (the “ Company ”), owned by Stockholder.
WITNESSETH :
WHEREAS, SunTrust and the Company have entered into an Agreement and Plan of Merger dated as of the date hereof (the “ Merger Agreement ”) pursuant to which the Company will merge with and into SunTrust or a subsidiary of SunTrust (the “ Merger ”); 
WHEREAS, as of the date hereof, Stockholder beneficially and of record owns and has the power to vote 141,468 shares of Company Common Stock (together with (i) any securities issued or exchanged with respect to such shares of Company Common Stock, and upon any recapitalization, reclassification, merger, consolidation, spin-off, partial or complete liquidation, stock dividend, split-up or combination of the securities of the Company or any other change in the Company’s capital structure and (ii) any other shares of Company Common Stock otherwise owned by Stockholder on the date hereof or acquired by Stockholder on or after the date hereof, the “ Securities ”); and
WHEREAS, SunTrust desires to enter into this Agreement in connection with its efforts to consummate an acquisition of the Company, and SunTrust requires that Stockholder enter into this Agreement as a condition to its willingness to enter into the Merger Agreement.
NOW, THEREFORE, in contemplation of the foregoing and in consideration of the mutual agreements, covenants, representations and warranties contained herein and intending to be legally bound hereby, the parties hereto agree as follows:
1. Definitions . Capitalized terms used but not defined in this Agreement are used in this Agreement with the same meanings given to such terms in the Merger Agreement.
2. Certain Covenants .
2.1 Disposition . Stockholder hereby covenants and agrees during the term of this Agreement that (a) except as consented to in writing by SunTrust in its sole discretion, Stockholder will not sell, transfer, assign, pledge, hypothecate, tender or otherwise dispose of or limit its right to vote in any manner any of the Securities, or agree to do any of the foregoing, and (b) Stockholder will not take any action which would have the effect of preventing or disabling Stockholder from performing its obligations under this Agreement.

2.2 No Solicitation . During the term of this Agreement, subject to Section 7.2 of this Agreement, neither Stockholder nor any of the representatives or affiliates of Stockholder (including any investment banker, attorney or accountant retained by Stockholder or by any Subsidiary of Stockholder) shall (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any Alternative Transaction or any inquiries or the making of any proposal which may lead to an Alternative Transaction, (ii) furnish any information to any Person in connection with or in response to an Alternative Transaction or an inquiry or indication of interest that could lead to an Alternative Transaction, (iii) participate in any discussions or negotiations regarding any Alternative Transaction, (iv) enter into any contract or agreement regarding any Alternative Transaction or (v) approve, endorse or recommend, or otherwise make or authorize any statement, recommendation or solicitation in support of, any Alternative Transaction. Stockholder and its representatives and affiliates immediately shall cease and cause to be terminated any existing activities, discussions or negotiations with any parties with respect to any Alternative Transaction.
2.3 Voting Agreement .
(a) Stockholder has revoked or terminated any proxies, voting agreements or similar arrangements previously given or entered into with respect to the Securities.
(b) Unless SunTrust votes the Securities directly pursuant to the proxy granted in Section 2.4, Stockholder agrees to vote (and exercise any written consent with respect to) the Securities during the term of this Agreement (i) for the adoption and approval of the Merger Agreement and the Merger (in each case as amended from time to time), (ii) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, and (iii) against any other action or agreement that would result in a breach of any representation, warranty, covenant or agreement of the Company contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilled, in the case of each clauses (i), (ii) and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the Company, in lieu of a meeting or otherwise.
(c) This Agreement shall not be terminated by any act of Stockholder or by operation of law, whether by the death or incapacity of Stockholder or by the occurrence of any other event or events (including, without limiting the foregoing, the termination of any trust or estate for which Stockholder is acting as a fiduciary or fiduciaries or the dissolution or liquidation of any corporation or partnership). If between the execution hereof and the Termination Date, Stockholder should die or become incapacitated, or if any trust or estate holding the Securities should be terminated, or if any corporation or partnership holding the Securities should be dissolved or liquidated, or if any other such similar event or events shall occur before the Termination Date, certificates representing the Securities shall be delivered by or on behalf of
 
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Stockholder in accordance with the terms and conditions of the Merger Agreement and this Agreement, and actions taken by Stockholder hereunder shall be as valid as if such death, incapacity, termination, dissolution, liquidation or other similar event or events had not occurred, regardless of whether or not SunTrust has received notice of such death, incapacity, termination, dissolution, liquidation or other event.
2.4 Proxy .
(a) Stockholder by this Agreement does hereby constitute and appoint SunTrust, or any nominee of SunTrust, with full power of substitution, during and for the Proxy Term, as Stockholder’s true and lawful attorney and irrevocable proxy, for and in Stockholder’s name, place and stead, to vote the Securities of Stockholder as Stockholder’s proxy, at every meeting of the Company’s stockholders or any adjournment thereof (or, as applicable, to instruct and direct any holder of record of such Securities to vote such Securities) or execute its proxy with respect to such Securities at every meeting of the Company’s stockholders or any adjournment thereof, (i) for the adoption and approval of the Merger Agreement and the Merger (in each case as amended from time to time), (ii) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such action, and (iii) against any other action or agreement that would result in a breach of any representation, warranty, covenant or agreement of the Company contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilled, unless SunTrust determines to vote or consent in favor of such action, in the case of each clauses (i), (ii) and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the Company, in lieu of a meeting or otherwise. Stockholder intends this proxy to be irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxy previously granted by Stockholder with respect to its Securities. Stockholder acknowledges that, pursuant to the authority hereby granted under the irrevocable proxy, SunTrust may vote Stockholder’s Shares in furtherance of its own interests, and SunTrust is not acting as a fiduciary for Stockholder.
(b) For purposes of this Agreement, “ Proxy Term ” means the period from the execution of this Agreement until the Termination Date.
(c) Stockholder agrees that the irrevocable proxy set forth in this Section 2.4 hereof shall not be terminated by any act of Stockholder or by operation of law, other than upon expiration of the Proxy Term.
2.5 Public Announcement . Stockholder shall consult with SunTrust before issuing any press releases or otherwise making any public statements with respect to the transactions contemplated herein and shall not issue any such press release or make any such public statement without the approval of SunTrust, except as may be required by law.
 
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2.6 Disclosure . Stockholder hereby authorizes SunTrust to publish and disclose in any announcement or disclosure required by the Securities and Exchange Commission (the “ SEC ”) or the New York Stock Exchange (the “ NYSE ”) or any other national securities exchange its identity and ownership of the Securities and the nature of its commitments, arrangements and understandings under this Agreement.
2.7 Stop Transfer Instruction .
(a) Promptly following the date hereof, Stockholder and SunTrust shall deliver joint written instructions to the Company and to the Company’s transfer agent stating that the Securities may not be sold, transferred, pledged, assigned, hypothecated, tendered or otherwise disposed of in any manner without the prior written consent of SunTrust or except in accordance with the terms and conditions of this Agreement.
(b) Promptly following the date hereof, Stockholder shall cause a legend to be placed on the certificates (to the extent the Securities are certificated) representing the Securities as set forth below:
“The Securities represented by this certificate are subject to restrictions on transfer and may not be sold, transferred, pledged, assigned, hypothecated, tendered or otherwise disposed of except in accordance with and subject to the terms and conditions of a Voting Agreement dated November 2, 2007, between the registered holder hereof and SunTrust Banks, Inc.”
2.8 The parties hereto agree that the legend set forth above shall be removed only upon delivery to the Company’s transfer agent of written notice signed by SunTrust (which notice shall not be unreasonably withheld or delayed) that this Agreement has terminated and the restrictions set forth in the legend above are of no further force and effect.
3. Representations and Warranties of Stockholder . Stockholder hereby represents and warrants to SunTrust as follows:
3.1 Ownership . Stockholder has good and valid title to, and is the sole legal and beneficial owner of the Securities, in each case free and clear of all liabilities, claims, liens, options, proxies, charges, participations and encumbrances of any kind or character whatsoever (other than any restrictions under applicable federal and state securities laws).
3.2 Authorization . Stockholder has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and has sole voting power and sole power of disposition, with respect to the Securities with no restrictions on its voting rights or rights of disposition pertaining thereto (other than any restrictions under applicable federal and state securities laws). Stockholder has duly executed and delivered this Agreement and this Agreement is a legal, valid and binding agreement of Stockholder, enforceable against Stockholder in accordance with its terms, subject to the qualification, however, that enforcement of the rights and remedies created hereby is subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general application related to
 
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or affecting creditors’ rights and to general equity principles. No state anti-takeover or similar statute is applicable to SunTrust or the Company or the Surviving Corporation in connection with the Merger, the Merger Agreement or this Agreement or any of the transactions contemplated hereby or thereby.
3.3 No Violation . Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (a) require Stockholder to file or register with, or obtain any material permit, authorization, consent or approval of, any governmental agency, authority, administrative or regulatory body, court or other tribunal, foreign or domestic, or any other entity, or (b) violate, or cause a breach of or default under, any contract, agreement or understanding, any statute or law, or any judgment, decree, order, regulation or rule of any governmental agency, authority, administrative or regulatory body, court or other tribunal, foreign or domestic, or any other entity or any arbitration award binding upon Stockholder. No proceedings are pending which, if adversely determined, will have an adverse effect on any ability to vote or dispose of any of the Securities. Stockholder has not previously assigned or sold any of the Securities to any third party.
3.4 Accredited Investor/ Stockholder Has Adequate Information . Stockholder is acquiring the SunTrust Common Stock to be issued in the Merger for Stockholder’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act of 1933, as amended (the “Act”), or any applicable state securities laws and Stockholder shall not dispose of such SunTrust Common Stock in contravention of the Act or any applicable state securities laws. Stockholder is an “accredited investor”, as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended. Stockholder is a sophisticated seller with respect to the Securities and has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Securities and has independently and without reliance upon SunTrust and based on such information as Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Stockholder acknowledges that SunTrust has neither made nor makes any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement. Stockholder acknowledges that the agreements contained herein with respect to the Securities by Stockholder is irrevocable, and that Stockholder shall have no recourse to the Securities or SunTrust, except with respect to breaches of representations, warranties, covenants and agreements expressly set forth in this Agreement.
3.5 SunTrust’s Excluded Information . Stockholder acknowledges and confirms that (a) SunTrust may possess or hereafter come into possession of certain non-public information concerning the Securities and the Company which is not known to Stockholder and which may be material to Stockholder’s decision to sell the Securities (“ SunTrust’s Excluded Information ”), (b) Stockholder has requested not to receive SunTrust’s Excluded Information and has determined to sell the Securities notwithstanding its lack of knowledge of SunTrust’s Excluded Information, and (c) SunTrust shall have no liability or obligation to Stockholder in connection with, and Stockholder hereby waives and releases SunTrust from, any claims which Stockholder or its successors and assigns may have against SunTrust (whether pursuant to applicable Securities, laws or otherwise) with respect to the non-disclosure of SunTrust’s Excluded Information; provided , however , nothing contained in this Section 3.5 shall limit Stockholder’s right to rely upon the
 
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express representations and warranties made by SunTrust in this Agreement, or Stockholder’s remedies in respect of breaches of any such representations and warranties.
3.6 No Setoff . Stockholder has no liability or obligation related to or in connection with the Securities other than the obligations to SunTrust as set forth in this Agreement. There are no legal or equitable defenses or counterclaims that have been or may be asserted by or on behalf of the Company, as applicable, to reduce the amount of the Securities or affect the validity or enforceability of the Securities.
4. Representations and Warranties of SunTrust . SunTrust hereby represents and warrants to Stockholder as follows:
4.1 Authorization . SunTrust has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. SunTrust has duly executed and delivered this Agreement and this Agreement is a legal, valid and binding agreement of SunTrust, enforceable against SunTrust in accordance with its terms, subject to the qualification however, that enforcement of the rights and remedies created hereby is subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general application related to or affecting creditors’ rights and to general equity principles.
4.2 No Violation . Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (a) require SunTrust to file or register with, or obtain any material permit, authorization, consent or approval of, any governmental agency, authority, administrative or regulatory body, court or other tribunal, foreign or domestic, or any other entity, in any case other than as contemplated by this Agreement or the Merger Agreement or (b) violate, or cause a breach of or default under, any contract, agreement or understanding, any statute or law, or any judgment, decree, order, regulation or rule of any governmental agency, authority, administrative or regulatory body, court or other tribunal, foreign or domestic, or any other entity or any arbitration award binding upon SunTrust, except for such violations, breaches or defaults which are not reasonably likely to have a material adverse effect on SunTrust’s ability to satisfy its obligations under this Agreement.
5. No Control . Nothing contained in this Agreement shall give SunTrust the right to control or direct the Company or the Company’s operations.
6. Specific Performance . Stockholder acknowledges that SunTrust will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of Stockholder which are contained in this Agreement. It is accordingly agreed that, in addition to any other remedies which may be available to SunTrust upon the breach by Stockholder of such covenants and agreements, SunTrust shall have the right to obtain injunctive relief to restrain any breach or threatened breach of such covenants or agreements or otherwise to obtain specific performance of any of such covenants or agreements.
7. Miscellaneous .
 
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7.1 Term . This Agreement shall terminate upon the earlier of (a) the consummation of the Merger and (b) the termination of the Merger Agreement pursuant to its terms (the “ Termination Date ”). At the Termination Date, this Agreement shall thereupon become void and be of no further force and effect, provided that nothing herein shall relieve any party from liability hereof for breaches of this Agreement prior to the Termination Date.
7.2 Fiduciary Duties . Notwithstanding anything in this Agreement to the contrary: (a) Stockholder makes no agreement or understanding herein in any capacity other than in Stockholder’s capacity as a record holder and beneficial owner of Securities, (b) nothing herein shall be construed to limit or affect any action or inaction by Stockholder in his capacity as a director or officer of the Company, and (c) Stockholder shall have no liability to SunTrust or any of its affiliates under this Agreement or otherwise as a result of any action or inaction by Stockholder acting in his capacity as a director or officer of the Company.
7.3 Expenses . Each of the parties hereto shall pay its own expenses incurred in connection with this Agreement. Each of the parties hereto warrants and covenants to the others that it will bear all claims for brokerage fees attributable to action taken by it.
7.4 Binding Effect . This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective representatives and permitted successors and assigns.
7.5 Entire Agreement . This Agreement contains the entire understanding of the parties and supersedes all prior agreements and understandings between the parties with respect to its subject matter. This Agreement may be amended only by a written instrument duly executed by the parties hereto.
7.6 Headings . The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Time is of the essence with respect to all provisions of this Agreement.
7.7 Assignment . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. No party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party; provided , however , that SunTrust may freely assign its rights to an affiliate of SunTrust without such prior written approval but no such assignment shall relieve SunTrust of any of its obligations hereunder. Any purported assignment without such consent shall be void.
7.8 Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be an original, but each of which together shall constitute one and the same Agreement.
7.9 Notices . All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by confirmed facsimile or by registered or certified mail
 
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(postage prepaid, return receipt requested) to the respective parties at the following addresses, or at such other address for a party as shall be specified in a notice given in accordance with this Section 7.9:

if to SunTrust:	  	c/o SunTrust Banks, Inc.	
	  	303 Peachtree Street, NE, 29 th Floor	
	  	Atlanta, Georgia 30308	
	  	Attn: Raymond D. Fortin	
	  	Facsimile: (404) 724-3550	
		
with a copy to:	  	King & Spalding LLP	
	  	1180 Peachtree Street NE	
	  	Atlanta, GA 30309	
	  	Attn: C. William Baxley	
	  	Facsimile: (404) 572-5132	
		
if to Stockholder:	  	John W. Darden	
	  	1483 Heritage Place	
	  	Gainesville, GA 30501	
		
with a copy to:	  	Troutman Sanders LLP	
	  	600 Peachtree Street	
	  	5200	
	  	Atlanta, GA 30308	
	  	Attn: David Ghegan	
	  	Facsimile: (404) 962-6599	
7.10 Governing Law . This Agreement shall be governed and construed in accordance with the internal laws of the State of Georgia applicable to contracts made and wholly performed within such state, without regard to any applicable conflicts-of-law principles. The parties agree that any suit, action or proceeding brought by either party to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in any federal court located in Atlanta, Georgia having jurisdiction over the matter; provided , however , that if such a federal court does not have jurisdiction over the matter, any aforementioned suit, action or proceeding shall be brought in a state court located in Atlanta, Georgia having jurisdiction over the matter. Each of the parties submits to the jurisdiction of any such court in any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of, or in connection with, this Agreement or the transactions contemplated hereby and hereby irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in such action or proceeding. Each party irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties irrevocably waives the right to trial by jury, and each of the parties irrevocably consents to service of process by first class certified mail, return receipt
 
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requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 7.9.
7.11 Enforceability . The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
7.12 Further Assurances . Stockholder will use all reasonable efforts to cooperate with SunTrust in connection with the Merger, promptly take such actions as are necessary or appropriate to consummate the Merger, and provide any information reasonably requested by SunTrust for any registration of shares of SunTrust Common Stock issued in the Merger and any regulatory application or filing made or approval sought for the transactions contemplated by the Merger Agreement. Stockholder waives all rights available to it under the Georgia Business Corporation Code to demand appraisal or dissenters’ rights with respect to the Securities.
7.13 Remedies Not Exclusive . All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity will be cumulative and not alternative, and the exercise of any thereof by either party will not preclude the simultaneous or later exercise of any other such right, power or remedy by such party.
 
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IN WITNESS WHEREOF , SunTrust and Stockholder have caused this Agreement to be duly executed as of the day and year first above written.

SUNTRUST BANKS, INC.	
		
By:	 	/s/ Richard G. Blumberg	
Name:	 	Richard G. Blumberg	
Title:	 	Senior Vice President	
		
	 	/s/ John W. Darden	
	 	John W. Darden	
 
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Exhibit 4
VOTING AGREEMENT
THIS VOTING AGREEMENT (this “Agreement”) dated as of November 2, 2007, is entered into between SUNTRUST BANKS, INC., a Georgia corporation (“ SunTrust ”), and William A. Foster III, an individual resident of the State of Georgia (“ Stockholder ”), with respect to the shares of common stock, no par value per share (the “ Company Common Stock ”), of GB&T Bancshares, Inc., a Georgia corporation (the “ Company ”), owned by Stockholder.
WITNESSETH :
WHEREAS, SunTrust and the Company have entered into an Agreement and Plan of Merger dated as of the date hereof (the “ Merger Agreement ”) pursuant to which the Company will merge with and into SunTrust or a subsidiary of SunTrust (the “ Merger ”); 
WHEREAS, as of the date hereof, Stockholder beneficially and of record owns and has the power to vote 87,228 shares of Company Common Stock (together with (i) any securities issued or exchanged with respect to such shares of Company Common Stock, and upon any recapitalization, reclassification, merger, consolidation, spin-off, partial or complete liquidation, stock dividend, split-up or combination of the securities of the Company or any other change in the Company’s capital structure and (ii) any other shares of Company Common Stock otherwise owned by Stockholder on the date hereof or acquired by Stockholder on or after the date hereof, the “ Securities ”); and
WHEREAS, SunTrust desires to enter into this Agreement in connection with its efforts to consummate an acquisition of the Company, and SunTrust requires that Stockholder enter into this Agreement as a condition to its willingness to enter into the Merger Agreement.
NOW, THEREFORE, in contemplation of the foregoing and in consideration of the mutual agreements, covenants, representations and warranties contained herein and intending to be legally bound hereby, the parties hereto agree as follows:
1. Definitions . Capitalized terms used but not defined in this Agreement are used in this Agreement with the same meanings given to such terms in the Merger Agreement.
2. Certain Covenants .
2.1 Disposition . Stockholder hereby covenants and agrees during the term of this Agreement that (a) except as consented to in writing by SunTrust in its sole discretion, Stockholder will not sell, transfer, assign, pledge, hypothecate, tender or otherwise dispose of or limit its right to vote in any manner any of the Securities, or agree to do any of the foregoing, and (b) Stockholder will not take any action which would have the effect of preventing or disabling Stockholder from performing its obligations under this Agreement.

2.2 No Solicitation . During the term of this Agreement, subject to Section 7.2 of this Agreement, neither Stockholder nor any of the representatives or affiliates of Stockholder (including any investment banker, attorney or accountant retained by Stockholder or by any Subsidiary of Stockholder) shall (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any Alternative Transaction or any inquiries or the making of any proposal which may lead to an Alternative Transaction, (ii) furnish any information to any Person in connection with or in response to an Alternative Transaction or an inquiry or indication of interest that could lead to an Alternative Transaction, (iii) participate in any discussions or negotiations regarding any Alternative Transaction, (iv) enter into any contract or agreement regarding any Alternative Transaction or (v) approve, endorse or recommend, or otherwise make or authorize any statement, recommendation or solicitation in support of, any Alternative Transaction. Stockholder and its representatives and affiliates immediately shall cease and cause to be terminated any existing activities, discussions or negotiations with any parties with respect to any Alternative Transaction.
2.3 Voting Agreement .
(a) Stockholder has revoked or terminated any proxies, voting agreements or similar arrangements previously given or entered into with respect to the Securities.
(b) Unless SunTrust votes the Securities directly pursuant to the proxy granted in Section 2.4, Stockholder agrees to vote (and exercise any written consent with respect to) the Securities during the term of this Agreement (i) for the adoption and approval of the Merger Agreement and the Merger (in each case as amended from time to time), (ii) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, and (iii) against any other action or agreement that would result in a breach of any representation, warranty, covenant or agreement of the Company contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilled, in the case of each clauses (i), (ii) and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the Company, in lieu of a meeting or otherwise.
(c) This Agreement shall not be terminated by any act of Stockholder or by operation of law, whether by the death or incapacity of Stockholder or by the occurrence of any other event or events (including, without limiting the foregoing, the termination of any trust or estate for which Stockholder is acting as a fiduciary or fiduciaries or the dissolution or liquidation of any corporation or partnership). If between the execution hereof and the Termination Date, Stockholder should die or become incapacitated, or if any trust or estate holding the Securities should be terminated, or if any corporation or partnership holding the Securities should be dissolved or liquidated, or if any other such similar event or events shall occur before the Termination Date, certificates representing the Securities shall be delivered by or on behalf of
 
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Stockholder in accordance with the terms and conditions of the Merger Agreement and this Agreement, and actions taken by Stockholder hereunder shall be as valid as if such death, incapacity, termination, dissolution, liquidation or other similar event or events had not occurred, regardless of whether or not SunTrust has received notice of such death, incapacity, termination, dissolution, liquidation or other event.
2.4 Proxy .
(a) Stockholder by this Agreement does hereby constitute and appoint SunTrust, or any nominee of SunTrust, with full power of substitution, during and for the Proxy Term, as Stockholder’s true and lawful attorney and irrevocable proxy, for and in Stockholder’s name, place and stead, to vote the Securities of Stockholder as Stockholder’s proxy, at every meeting of the Company’s stockholders or any adjournment thereof (or, as applicable, to instruct and direct any holder of record of such Securities to vote such Securities) or execute its proxy with respect to such Securities at every meeting of the Company’s stockholders or any adjournment thereof, (i) for the adoption and approval of the Merger Agreement and the Merger (in each case as amended from time to time), (ii) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such action, and (iii) against any other action or agreement that would result in a breach of any representation, warranty, covenant or agreement of the Company contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilled, unless SunTrust determines to vote or consent in favor of such action, in the case of each clauses (i), (ii) and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the Company, in lieu of a meeting or otherwise. Stockholder intends this proxy to be irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxy previously granted by Stockholder with respect to its Securities. Stockholder acknowledges that, pursuant to the authority hereby granted under the irrevocable proxy, SunTrust may vote Stockholder’s Shares in furtherance of its own interests, and SunTrust is not acting as a fiduciary for Stockholder.
(b) For purposes of this Agreement, “ Proxy Term ” means the period from the execution of this Agreement until the Termination Date.
(c) Stockholder agrees that the irrevocable proxy set forth in this Section 2.4 hereof shall not be terminated by any act of Stockholder or by operation of law, other than upon expiration of the Proxy Term.
2.5 Public Announcement . Stockholder shall consult with SunTrust before issuing any press releases or otherwise making any public statements with respect to the transactions contemplated herein and shall not issue any such press release or make any such public statement without the approval of SunTrust, except as may be required by law.
 
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2.6 Disclosure . Stockholder hereby authorizes SunTrust to publish and disclose in any announcement or disclosure required by the Securities and Exchange Commission (the “ SEC ”) or the New York Stock Exchange (the “ NYSE ”) or any other national securities exchange its identity and ownership of the Securities and the nature of its commitments, arrangements and understandings under this Agreement.
2.7 Stop Transfer Instruction .
(a) Promptly following the date hereof, Stockholder and SunTrust shall deliver joint written instructions to the Company and to the Company’s transfer agent stating that the Securities may not be sold, transferred, pledged, assigned, hypothecated, tendered or otherwise disposed of in any manner without the prior written consent of SunTrust or except in accordance with the terms and conditions of this Agreement.
(b) Promptly following the date hereof, Stockholder shall cause a legend to be placed on the certificates (to the extent the Securities are certificated) representing the Securities as set forth below:
“The Securities represented by this certificate are subject to restrictions on transfer and may not be sold, transferred, pledged, assigned, hypothecated, tendered or otherwise disposed of except in accordance with and subject to the terms and conditions of a Voting Agreement dated November 2, 2007, between the registered holder hereof and SunTrust Banks, Inc.”
2.8 The parties hereto agree that the legend set forth above shall be removed only upon delivery to the Company’s transfer agent of written notice signed by SunTrust (which notice shall not be unreasonably withheld or delayed) that this Agreement has terminated and the restrictions set forth in the legend above are of no further force and effect.
3. Representations and Warranties of Stockholder . Stockholder hereby represents and warrants to SunTrust as follows:
3.1 Ownership . Stockholder has good and valid title to, and is the sole legal and beneficial owner of the Securities, in each case free and clear of all liabilities, claims, liens, options, proxies, charges, participations and encumbrances of any kind or character whatsoever (other than any restrictions under applicable federal and state securities laws).
3.2 Authorization . Stockholder has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and has sole voting power and sole power of disposition, with respect to the Securities with no restrictions on its voting rights or rights of disposition pertaining thereto (other than any restrictions under applicable federal and state securities laws). Stockholder has duly executed and delivered this Agreement and this Agreement is a legal, valid and binding agreement of Stockholder, enforceable against Stockholder in accordance with its terms, subject to the qualification, however, that enforcement of the rights and remedies created hereby is subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general application related to
 
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or affecting creditors’ rights and to general equity principles. No state anti-takeover or similar statute is applicable to SunTrust or the Company or the Surviving Corporation in connection with the Merger, the Merger Agreement or this Agreement or any of the transactions contemplated hereby or thereby.
3.3 No Violation . Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (a) require Stockholder to file or register with, or obtain any material permit, authorization, consent or approval of, any governmental agency, authority, administrative or regulatory body, court or other tribunal, foreign or domestic, or any other entity, or (b) violate, or cause a breach of or default under, any contract, agreement or understanding, any statute or law, or any judgment, decree, order, regulation or rule of any governmental agency, authority, administrative or regulatory body, court or other tribunal, foreign or domestic, or any other entity or any arbitration award binding upon Stockholder. No proceedings are pending which, if adversely determined, will have an adverse effect on any ability to vote or dispose of any of the Securities. Stockholder has not previously assigned or sold any of the Securities to any third party.
3.4 Accredited Investor/ Stockholder Has Adequate Information . Stockholder is acquiring the SunTrust Common Stock to be issued in the Merger for Stockholder’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act of 1933, as amended (the “Act”), or any applicable state securities laws and Stockholder shall not dispose of such SunTrust Common Stock in contravention of the Act or any applicable state securities laws. Stockholder is an “accredited investor”, as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended. Stockholder is a sophisticated seller with respect to the Securities and has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Securities and has independently and without reliance upon SunTrust and based on such information as Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Stockholder acknowledges that SunTrust has neither made nor makes any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement. Stockholder acknowledges that the agreements contained herein with respect to the Securities by Stockholder is irrevocable, and that Stockholder shall have no recourse to the Securities or SunTrust, except with respect to breaches of representations, warranties, covenants and agreements expressly set forth in this Agreement.
3.5 SunTrust’s Excluded Information . Stockholder acknowledges and confirms that (a) SunTrust may possess or hereafter come into possession of certain non-public information concerning the Securities and the Company which is not known to Stockholder and which may be material to Stockholder’s decision to sell the Securities (“ SunTrust’s Excluded Information ”), (b) Stockholder has requested not to receive SunTrust’s Excluded Information and has determined to sell the Securities notwithstanding its lack of knowledge of SunTrust’s Excluded Information, and (c) SunTrust shall have no liability or obligation to Stockholder in connection with, and Stockholder hereby waives and releases SunTrust from, any claims which Stockholder or its successors and assigns may have against SunTrust (whether pursuant to applicable Securities, laws or otherwise) with respect to the non-disclosure of SunTrust’s Excluded Information; provided , however , nothing contained in this Section 3.5 shall limit Stockholder’s right to rely upon the
 
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express representations and warranties made by SunTrust in this Agreement, or Stockholder’s remedies in respect of breaches of any such representations and warranties.
3.6 No Setoff . Stockholder has no liability or obligation related to or in connection with the Securities other than the obligations to SunTrust as set forth in this Agreement. There are no legal or equitable defenses or counterclaims that have been or may be asserted by or on behalf of the Company, as applicable, to reduce the amount of the Securities or affect the validity or enforceability of the Securities.
4. Representations and Warranties of SunTrust . SunTrust hereby represents and warrants to Stockholder as follows:
4.1 Authorization . SunTrust has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. SunTrust has duly executed and delivered this Agreement and this Agreement is a legal, valid and binding agreement of SunTrust, enforceable against SunTrust in accordance with its terms, subject to the qualification however, that enforcement of the rights and remedies created hereby is subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general application related to or affecting creditors’ rights and to general equity principles.
4.2 No Violation . Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (a) require SunTrust to file or register with, or obtain any material permit, authorization, consent or approval of, any governmental agency, authority, administrative or regulatory body, court or other tribunal, foreign or domestic, or any other entity, in any case other than as contemplated by this Agreement or the Merger Agreement or (b) violate, or cause a breach of or default under, any contract, agreement or understanding, any statute or law, or any judgment, decree, order, regulation or rule of any governmental agency, authority, administrative or regulatory body, court or other tribunal, foreign or domestic, or any other entity or any arbitration award binding upon SunTrust, except for such violations, breaches or defaults which are not reasonably likely to have a material adverse effect on SunTrust’s ability to satisfy its obligations under this Agreement.
5. No Control . Nothing contained in this Agreement shall give SunTrust the right to control or direct the Company or the Company’s operations.
6. Specific Performance . Stockholder acknowledges that SunTrust will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of Stockholder which are contained in this Agreement. It is accordingly agreed that, in addition to any other remedies which may be available to SunTrust upon the breach by Stockholder of such covenants and agreements, SunTrust shall have the right to obtain injunctive relief to restrain any breach or threatened breach of such covenants or agreements or otherwise to obtain specific performance of any of such covenants or agreements.
7. Miscellaneous .
 
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7.1 Term . This Agreement shall terminate upon the earlier of (a) the consummation of the Merger and (b) the termination of the Merger Agreement pursuant to its terms (the “ Termination Date ”). At the Termination Date, this Agreement shall thereupon become void and be of no further force and effect, provided that nothing herein shall relieve any party from liability hereof for breaches of this Agreement prior to the Termination Date.
7.2 Fiduciary Duties . Notwithstanding anything in this Agreement to the contrary: (a) Stockholder makes no agreement or understanding herein in any capacity other than in Stockholder’s capacity as a record holder and beneficial owner of Securities, (b) nothing herein shall be construed to limit or affect any action or inaction by Stockholder in his capacity as a director or officer of the Company, and (c) Stockholder shall have no liability to SunTrust or any of its affiliates under this Agreement or otherwise as a result of any action or inaction by Stockholder acting in his capacity as a director or officer of the Company.
7.3 Expenses . Each of the parties hereto shall pay its own expenses incurred in connection with this Agreement. Each of the parties hereto warrants and covenants to the others that it will bear all claims for brokerage fees attributable to action taken by it.
7.4 Binding Effect . This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective representatives and permitted successors and assigns.
7.5 Entire Agreement . This Agreement contains the entire understanding of the parties and supersedes all prior agreements and understandings between the parties with respect to its subject matter. This Agreement may be amended only by a written instrument duly executed by the parties hereto.
7.6 Headings . The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Time is of the essence with respect to all provisions of this Agreement.
7.7 Assignment . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. No party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party; provided , however , that SunTrust may freely assign its rights to an affiliate of SunTrust without such prior written approval but no such assignment shall relieve SunTrust of any of its obligations hereunder. Any purported assignment without such consent shall be void.
7.8 Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be an original, but each of which together shall constitute one and the same Agreement.
7.9 Notices . All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by confirmed facsimile or by registered or certified mail
 
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(postage prepaid, return receipt requested) to the respective parties at the following addresses, or at such other address for a party as shall be specified in a notice given in accordance with this Section 7.9:

if to SunTrust:	  	c/o SunTrust Banks, Inc.	
	  	303 Peachtree Street, NE, 29 th Floor	
	  	Atlanta, Georgia 30308	
	  	Attn: Raymond D. Fortin	
	  	Facsimile: (404) 724-3550	
		
with a copy to:	  	King & Spalding LLP	
	  	1180 Peachtree Street NE	
	  	Atlanta, GA 30309	
	  	Attn: C. William Baxley	
	  	Facsimile: (404) 572-5132	
		
if to Stockholder:	  	William A. Foster III	
	  	205 Hart Circle	
	  	Dallas, GA 30132	
		
with a copy to:	  	Troutman Sanders LLP	
	  	600 Peachtree Street	
	  	5200	
	  	Atlanta, GA 30308	
	  	Attn: David Ghegan	
	  	Facsimile: (404) 962-6599	
7.10 Governing Law . This Agreement shall be governed and construed in accordance with the internal laws of the State of Georgia applicable to contracts made and wholly performed within such state, without regard to any applicable conflicts-of-law principles. The parties agree that any suit, action or proceeding brought by either party to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in any federal court located in Atlanta, Georgia having jurisdiction over the matter; provided , however , that if such a federal court does not have jurisdiction over the matter, any aforementioned suit, action or proceeding shall be brought in a state court located in Atlanta, Georgia having jurisdiction over the matter. Each of the parties submits to the jurisdiction of any such court in any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of, or in connection with, this Agreement or the transactions contemplated hereby and hereby irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in such action or proceeding. Each party irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties irrevocably waives the right to trial by jury, and each of the parties irrevocably consents to service of process by first class certified mail, return receipt
 
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requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 7.9.
7.11 Enforceability . The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
7.12 Further Assurances . Stockholder will use all reasonable efforts to cooperate with SunTrust in connection with the Merger, promptly take such actions as are necessary or appropriate to consummate the Merger, and provide any information reasonably requested by SunTrust for any registration of shares of SunTrust Common Stock issued in the Merger and any regulatory application or filing made or approval sought for the transactions contemplated by the Merger Agreement. Stockholder waives all rights available to it under the Georgia Business Corporation Code to demand appraisal or dissenters’ rights with respect to the Securities.
7.13 Remedies Not Exclusive . All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity will be cumulative and not alternative, and the exercise of any thereof by either party will not preclude the simultaneous or later exercise of any other such right, power or remedy by such party.
 
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IN WITNESS WHEREOF , SunTrust and Stockholder have caused this Agreement to be duly executed as of the day and year first above written.

SUNTRUST BANKS, INC.	
		
By:	 	/s/ Richard G. Blumberg	
Name:	 	Richard G. Blumberg	
Title:	 	Senior Vice President	
		
	 	/s/ William A. Foster III	
	 	William A. Foster III	
 
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Exhibit 5
VOTING AGREEMENT
THIS VOTING AGREEMENT (this “Agreement”) dated as of November 2, 2007, is entered into between SUNTRUST BANKS, INC., a Georgia corporation (“ SunTrust ”), and Bennie Hewett, an individual resident of the State of Georgia (“ Stockholder ”), with respect to the shares of common stock, no par value per share (the “ Company Common Stock ”), of GB&T Bancshares, Inc., a Georgia corporation (the “ Company ”), owned by Stockholder.
WITNESSETH :
WHEREAS, SunTrust and the Company have entered into an Agreement and Plan of Merger dated as of the date hereof (the “ Merger Agreement ”) pursuant to which the Company will merge with and into SunTrust or a subsidiary of SunTrust (the “ Merger ”); 
WHEREAS, as of the date hereof, Stockholder beneficially and of record owns and has the power to vote 182,257 shares of Company Common Stock (together with (i) any securities issued or exchanged with respect to such shares of Company Common Stock, and upon any recapitalization, reclassification, merger, consolidation, spin-off, partial or complete liquidation, stock dividend, split-up or combination of the securities of the Company or any other change in the Company’s capital structure and (ii) any other shares of Company Common Stock otherwise owned by Stockholder on the date hereof or acquired by Stockholder on or after the date hereof, the “ Securities ”); and
WHEREAS, SunTrust desires to enter into this Agreement in connection with its efforts to consummate an acquisition of the Company, and SunTrust requires that Stockholder enter into this Agreement as a condition to its willingness to enter into the Merger Agreement.
NOW, THEREFORE, in contemplation of the foregoing and in consideration of the mutual agreements, covenants, representations and warranties contained herein and intending to be legally bound hereby, the parties hereto agree as follows:
1. Definitions . Capitalized terms used but not defined in this Agreement are used in this Agreement with the same meanings given to such terms in the Merger Agreement.
2. Certain Covenants .
2.1 Disposition . Stockholder hereby covenants and agrees during the term of this Agreement that (a) except as consented to in writing by SunTrust in its sole discretion, Stockholder will not sell, transfer, assign, pledge, hypothecate, tender or otherwise dispose of or limit its right to vote in any manner any of the Securities, or agree to do any of the foregoing, and (b) Stockholder will not take any action which would have the effect of preventing or disabling Stockholder from performing its obligations under this Agreement.

2.2 No Solicitation . During the term of this Agreement, subject to Section 7.2 of this Agreement, neither Stockholder nor any of the representatives or affiliates of Stockholder (including any investment banker, attorney or accountant retained by Stockholder or by any Subsidiary of Stockholder) shall (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any Alternative Transaction or any inquiries or the making of any proposal which may lead to an Alternative Transaction, (ii) furnish any information to any Person in connection with or in response to an Alternative Transaction or an inquiry or indication of interest that could lead to an Alternative Transaction, (iii) participate in any discussions or negotiations regarding any Alternative Transaction, (iv) enter into any contract or agreement regarding any Alternative Transaction or (v) approve, endorse or recommend, or otherwise make or authorize any statement, recommendation or solicitation in support of, any Alternative Transaction. Stockholder and its representatives and affiliates immediately shall cease and cause to be terminated any existing activities, discussions or negotiations with any parties with respect to any Alternative Transaction.
2.3 Voting Agreement .
(a) Stockholder has revoked or terminated any proxies, voting agreements or similar arrangements previously given or entered into with respect to the Securities.
(b) Unless SunTrust votes the Securities directly pursuant to the proxy granted in Section 2.4, Stockholder agrees to vote (and exercise any written consent with respect to) the Securities during the term of this Agreement (i) for the adoption and approval of the Merger Agreement and the Merger (in each case as amended from time to time), (ii) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, and (iii) against any other action or agreement that would result in a breach of any representation, warranty, covenant or agreement of the Company contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilled, in the case of each clauses (i), (ii) and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the Company, in lieu of a meeting or otherwise.
(c) This Agreement shall not be terminated by any act of Stockholder or by operation of law, whether by the death or incapacity of Stockholder or by the occurrence of any other event or events (including, without limiting the foregoing, the termination of any trust or estate for which Stockholder is acting as a fiduciary or fiduciaries or the dissolution or liquidation of any corporation or partnership). If between the execution hereof and the Termination Date, Stockholder should die or become incapacitated, or if any trust or estate holding the Securities should be terminated, or if any corporation or partnership holding the Securities should be dissolved or liquidated, or if any other such similar event or events shall occur before the Termination Date, certificates representing the Securities shall be delivered by or on behalf of
 
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Stockholder in accordance with the terms and conditions of the Merger Agreement and this Agreement, and actions taken by Stockholder hereunder shall be as valid as if such death, incapacity, termination, dissolution, liquidation or other similar event or events had not occurred, regardless of whether or not SunTrust has received notice of such death, incapacity, termination, dissolution, liquidation or other event.
2.4 Proxy .
(a) Stockholder by this Agreement does hereby constitute and appoint SunTrust, or any nominee of SunTrust, with full power of substitution, during and for the Proxy Term, as Stockholder’s true and lawful attorney and irrevocable proxy, for and in Stockholder’s name, place and stead, to vote the Securities of Stockholder as Stockholder’s proxy, at every meeting of the Company’s stockholders or any adjournment thereof (or, as applicable, to instruct and direct any holder of record of such Securities to vote such Securities) or execute its proxy with respect to such Securities at every meeting of the Company’s stockholders or any adjournment thereof, (i) for the adoption and approval of the Merger Agreement and the Merger (in each case as amended from time to time), (ii) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such action, and (iii) against any other action or agreement that would result in a breach of any representation, warranty, covenant or agreement of the Company contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilled, unless SunTrust determines to vote or consent in favor of such action, in the case of each clauses (i), (ii) and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the Company, in lieu of a meeting or otherwise. Stockholder intends this proxy to be irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxy previously granted by Stockholder with respect to its Securities. Stockholder acknowledges that, pursuant to the authority hereby granted under the irrevocable proxy, SunTrust may vote Stockholder’s Shares in furtherance of its own interests, and SunTrust is not acting as a fiduciary for Stockholder.
(b) For purposes of this Agreement, “ Proxy Term ” means the period from the execution of this Agreement until the Termination Date.
(c) Stockholder agrees that the irrevocable proxy set forth in this Section 2.4 hereof shall not be terminated by any act of Stockholder or by operation of law, other than upon expiration of the Proxy Term.
2.5 Public Announcement . Stockholder shall consult with SunTrust before issuing any press releases or otherwise making any public statements with respect to the transactions contemplated herein and shall not issue any such press release or make any such public statement without the approval of SunTrust, except as may be required by law.
 
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2.6 Disclosure . Stockholder hereby authorizes SunTrust to publish and disclose in any announcement or disclosure required by the Securities and Exchange Commission (the “ SEC ”) or the New York Stock Exchange (the “ NYSE ”) or any other national securities exchange its identity and ownership of the Securities and the nature of its commitments, arrangements and understandings under this Agreement.
2.7 Stop Transfer Instruction .
(a) Promptly following the date hereof, Stockholder and SunTrust shall deliver joint written instructions to the Company and to the Company’s transfer agent stating that the Securities may not be sold, transferred, pledged, assigned, hypothecated, tendered or otherwise disposed of in any manner without the prior written consent of SunTrust or except in accordance with the terms and conditions of this Agreement.
(b) Promptly following the date hereof, Stockholder shall cause a legend to be placed on the certificates (to the extent the Securities are certificated) representing the Securities as set forth below:
“The Securities represented by this certificate are subject to restrictions on transfer and may not be sold, transferred, pledged, assigned, hypothecated, tendered or otherwise disposed of except in accordance with and subject to the terms and conditions of a Voting Agreement dated November 2, 2007, between the registered holder hereof and SunTrust Banks, Inc.”
2.8 The parties hereto agree that the legend set forth above shall be removed only upon delivery to the Company’s transfer agent of written notice signed by SunTrust (which notice shall not be unreasonably withheld or delayed) that this Agreement has terminated and the restrictions set forth in the legend above are of no further force and effect.
3. Representations and Warranties of Stockholder . Stockholder hereby represents and warrants to SunTrust as follows:
3.1 Ownership . Stockholder has good and valid title to, and is the sole legal and beneficial owner of the Securities, in each case free and clear of all liabilities, claims, liens, options, proxies, charges, participations and encumbrances of any kind or character whatsoever (other than any restrictions under applicable federal and state securities laws).
3.2 Authorization . Stockholder has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and has sole voting power and sole power of disposition, with respect to the Securities with no restrictions on its voting rights or rights of disposition pertaining thereto (other than any restrictions under applicable federal and state securities laws). Stockholder has duly executed and delivered this Agreement and this Agreement is a legal, valid and binding agreement of Stockholder, enforceable against Stockholder in accordance with its terms, subject to the qualification, however, that enforcement of the rights and remedies created hereby is subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general application related to
 
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or affecting creditors’ rights and to general equity principles. No state anti-takeover or similar statute is applicable to SunTrust or the Company or the Surviving Corporation in connection with the Merger, the Merger Agreement or this Agreement or any of the transactions contemplated hereby or thereby.
3.3 No Violation . Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (a) require Stockholder to file or register with, or obtain any material permit, authorization, consent or approval of, any governmental agency, authority, administrative or regulatory body, court or other tribunal, foreign or domestic, or any other entity, or (b) violate, or cause a breach of or default under, any contract, agreement or understanding, any statute or law, or any judgment, decree, order, regulation or rule of any governmental agency, authority, administrative or regulatory body, court or other tribunal, foreign or domestic, or any other entity or any arbitration award binding upon Stockholder. No proceedings are pending which, if adversely determined, will have an adverse effect on any ability to vote or dispose of any of the Securities. Stockholder has not previously assigned or sold any of the Securities to any third party.
3.4 Accredited Investor/ Stockholder Has Adequate Information . Stockholder is acquiring the SunTrust Common Stock to be issued in the Merger for Stockholder’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act of 1933, as amended (the “Act”), or any applicable state securities laws and Stockholder shall not dispose of such SunTrust Common Stock in contravention of the Act or any applicable state securities laws. Stockholder is an “accredited investor”, as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended. Stockholder is a sophisticated seller with respect to the Securities and has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Securities and has independently and without reliance upon SunTrust and based on such information as Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Stockholder acknowledges that SunTrust has neither made nor makes any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement. Stockholder acknowledges that the agreements contained herein with respect to the Securities by Stockholder is irrevocable, and that Stockholder shall have no recourse to the Securities or SunTrust, except with respect to breaches of representations, warranties, covenants and agreements expressly set forth in this Agreement.
3.5 SunTrust’s Excluded Information . Stockholder acknowledges and confirms that (a) SunTrust may possess or hereafter come into possession of certain non-public information concerning the Securities and the Company which is not known to Stockholder and which may be material to Stockholder’s decision to sell the Securities (“ SunTrust’s Excluded Information ”), (b) Stockholder has requested not to receive SunTrust’s Excluded Information and has determined to sell the Securities notwithstanding its lack of knowledge of SunTrust’s Excluded Information, and (c) SunTrust shall have no liability or obligation to Stockholder in connection with, and Stockholder hereby waives and releases SunTrust from, any claims which Stockholder or its successors and assigns may have against SunTrust (whether pursuant to applicable Securities, laws or otherwise) with respect to the non-disclosure of SunTrust’s Excluded Information; provided , however , nothing contained in this Section 3.5 shall limit Stockholder’s right to rely upon the
 
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express representations and warranties made by SunTrust in this Agreement, or Stockholder’s remedies in respect of breaches of any such representations and warranties.
3.6 No Setoff . Stockholder has no liability or obligation related to or in connection with the Securities other than the obligations to SunTrust as set forth in this Agreement. There are no legal or equitable defenses or counterclaims that have been or may be asserted by or on behalf of the Company, as applicable, to reduce the amount of the Securities or affect the validity or enforceability of the Securities.
4. Representations and Warranties of SunTrust . SunTrust hereby represents and warrants to Stockholder as follows:
4.1 Authorization . SunTrust has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. SunTrust has duly executed and delivered this Agreement and this Agreement is a legal, valid and binding agreement of SunTrust, enforceable against SunTrust in accordance with its terms, subject to the qualification however, that enforcement of the rights and remedies created hereby is subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general application related to or affecting creditors’ rights and to general equity principles.
4.2 No Violation . Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (a) require SunTrust to file or register with, or obtain any material permit, authorization, consent or approval of, any governmental agency, authority, administrative or regulatory body, court or other tribunal, foreign or domestic, or any other entity, in any case other than as contemplated by this Agreement or the Merger Agreement or (b) violate, or cause a breach of or default under, any contract, agreement or understanding, any statute or law, or any judgment, decree, order, regulation or rule of any governmental agency, authority, administrative or regulatory body, court or other tribunal, foreign or domestic, or any other entity or any arbitration award binding upon SunTrust, except for such violations, breaches or defaults which are not reasonably likely to have a material adverse effect on SunTrust’s ability to satisfy its obligations under this Agreement.
5. No Control . Nothing contained in this Agreement shall give SunTrust the right to control or direct the Company or the Company’s operations.
6. Specific Performance . Stockholder acknowledges that SunTrust will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of Stockholder which are contained in this Agreement. It is accordingly agreed that, in addition to any other remedies which may be available to SunTrust upon the breach by Stockholder of such covenants and agreements, SunTrust shall have the right to obtain injunctive relief to restrain any breach or threatened breach of such covenants or agreements or otherwise to obtain specific performance of any of such covenants or agreements.
7. Miscellaneous .
 
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7.1 Term . This Agreement shall terminate upon the earlier of (a) the consummation of the Merger and (b) the termination of the Merger Agreement pursuant to its terms (the “ Termination Date ”). At the Termination Date, this Agreement shall thereupon become void and be of no further force and effect, provided that nothing herein shall relieve any party from liability hereof for breaches of this Agreement prior to the Termination Date.
7.2 Fiduciary Duties . Notwithstanding anything in this Agreement to the contrary: (a) Stockholder makes no agreement or understanding herein in any capacity other than in Stockholder’s capacity as a record holder and beneficial owner of Securities, (b) nothing herein shall be construed to limit or affect any action or inaction by Stockholder in his capacity as a director or officer of the Company, and (c) Stockholder shall have no liability to SunTrust or any of its affiliates under this Agreement or otherwise as a result of any action or inaction by Stockholder acting in his capacity as a director or officer of the Company.
7.3 Expenses . Each of the parties hereto shall pay its own expenses incurred in connection with this Agreement. Each of the parties hereto warrants and covenants to the others that it will bear all claims for brokerage fees attributable to action taken by it.
7.4 Binding Effect . This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective representatives and permitted successors and assigns.
7.5 Entire Agreement . This Agreement contains the entire understanding of the parties and supersedes all prior agreements and understandings between the parties with respect to its subject matter. This Agreement may be amended only by a written instrument duly executed by the parties hereto.
7.6 Headings . The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Time is of the essence with respect to all provisions of this Agreement.
7.7 Assignment . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. No party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party; provided , however , that SunTrust may freely assign its rights to an affiliate of SunTrust without such prior written approval but no such assignment shall relieve SunTrust of any of its obligations hereunder. Any purported assignment without such consent shall be void.
7.8 Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be an original, but each of which together shall constitute one and the same Agreement.
7.9 Notices . All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by confirmed facsimile or by registered or certified mail
 
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(postage prepaid, return receipt requested) to the respective parties at the following addresses, or at such other address for a party as shall be specified in a notice given in accordance with this Section 7.9:

if to SunTrust:	  	c/o SunTrust Banks, Inc.	
	  	303 Peachtree Street, NE, 29 th Floor	
	  	Atlanta, Georgia 30308	
	  	Attn: Raymond D. Fortin	
	  	Facsimile: (404) 724-3550	
		
with a copy to:	  	King & Spalding LLP	
	  	1180 Peachtree Street NE	
	  	Atlanta, GA 30309	
	  	Attn: C. William Baxley	
	  	Facsimile: (404) 572-5132	
		
if to Stockholder:	  	Bennie E. Hewett	
	  	324 Bradford St. NW	
	  	Gainesville, GA 30501	
		
with a copy to:	  	Troutman Sanders LLP	
	  	600 Peachtree Street	
	  	5200	
	  	Atlanta, GA 30308	
	  	Attn: David Ghegan	
	  	Facsimile: (404) 962-6599	
7.10 Governing Law . This Agreement shall be governed and construed in accordance with the internal laws of the State of Georgia applicable to contracts made and wholly performed within such state, without regard to any applicable conflicts-of-law principles. The parties agree that any suit, action or proceeding brought by either party to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in any federal court located in Atlanta, Georgia having jurisdiction over the matter; provided , however , that if such a federal court does not have jurisdiction over the matter, any aforementioned suit, action or proceeding shall be brought in a state court located in Atlanta, Georgia having jurisdiction over the matter. Each of the parties submits to the jurisdiction of any such court in any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of, or in connection with, this Agreement or the transactions contemplated hereby and hereby irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in such action or proceeding. Each party irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties irrevocably waives the right to trial by jury, and each of the parties irrevocably consents to service of process by first class certified mail, return receipt
 
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requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 7.9.
7.11 Enforceability . The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
7.12 Further Assurances . Stockholder will use all reasonable efforts to cooperate with SunTrust in connection with the Merger, promptly take such actions as are necessary or appropriate to consummate the Merger, and provide any information reasonably requested by SunTrust for any registration of shares of SunTrust Common Stock issued in the Merger and any regulatory application or filing made or approval sought for the transactions contemplated by the Merger Agreement. Stockholder waives all rights available to it under the Georgia Business Corporation Code to demand appraisal or dissenters’ rights with respect to the Securities.
7.13 Remedies Not Exclusive . All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity will be cumulative and not alternative, and the exercise of any thereof by either party will not preclude the simultaneous or later exercise of any other such right, power or remedy by such party.
 
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IN WITNESS WHEREOF , SunTrust and Stockholder have caused this Agreement to be duly executed as of the day and year first above written.

SUNTRUST BANKS, INC.	
		
By:	 	/s/ Richard G. Blumberg	
Name:	 	Richard G. Blumberg	
Title:	 	Senior Vice President	
		
	 	/s/ Bennie E. Hewett	
	 	Bennie E. Hewett	
 
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Exhibit 6
VOTING AGREEMENT
THIS VOTING AGREEMENT (this “Agreement”) dated as of November 2, 2007, is entered into between SUNTRUST BANKS, INC., a Georgia corporation (“ SunTrust ”), and Richard A. Hunt, an individual resident of the State of Georgia (“ Stockholder ”), with respect to the shares of common stock, no par value per share (the “ Company Common Stock ”), of GB&T Bancshares, Inc., a Georgia corporation (the “ Company ”), owned by Stockholder.
WITNESSETH :
WHEREAS, SunTrust and the Company have entered into an Agreement and Plan of Merger dated as of the date hereof (the “ Merger Agreement ”) pursuant to which the Company will merge with and into SunTrust or a subsidiary of SunTrust (the “ Merger ”); 
WHEREAS, as of the date hereof, Stockholder beneficially and of record owns and has the power to vote 142,021 shares of Company Common Stock (together with (i) any securities issued or exchanged with respect to such shares of Company Common Stock, and upon any recapitalization, reclassification, merger, consolidation, spin-off, partial or complete liquidation, stock dividend, split-up or combination of the securities of the Company or any other change in the Company’s capital structure and (ii) any other shares of Company Common Stock otherwise owned by Stockholder on the date hereof or acquired by Stockholder on or after the date hereof, the “ Securities ”); and
WHEREAS, SunTrust desires to enter into this Agreement in connection with its efforts to consummate an acquisition of the Company, and SunTrust requires that Stockholder enter into this Agreement as a condition to its willingness to enter into the Merger Agreement.
NOW, THEREFORE, in contemplation of the foregoing and in consideration of the mutual agreements, covenants, representations and warranties contained herein and intending to be legally bound hereby, the parties hereto agree as follows:
1. Definitions . Capitalized terms used but not defined in this Agreement are used in this Agreement with the same meanings given to such terms in the Merger Agreement.
2. Certain Covenants .
2.1 Disposition . Stockholder hereby covenants and agrees during the term of this Agreement that (a) except as consented to in writing by SunTrust in its sole discretion, Stockholder will not sell, transfer, assign, pledge, hypothecate, tender or otherwise dispose of or limit its right to vote in any manner any of the Securities, or agree to do any of the foregoing, and (b) Stockholder will not take any action which would have the effect of preventing or disabling Stockholder from performing its obligations under this Agreement.

2.2 No Solicitation . During the term of this Agreement, subject to Section 7.2 of this Agreement, neither Stockholder nor any of the representatives or affiliates of Stockholder (including any investment banker, attorney or accountant retained by Stockholder or by any Subsidiary of Stockholder) shall (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any Alternative Transaction or any inquiries or the making of any proposal which may lead to an Alternative Transaction, (ii) furnish any information to any Person in connection with or in response to an Alternative Transaction or an inquiry or indication of interest that could lead to an Alternative Transaction, (iii) participate in any discussions or negotiations regarding any Alternative Transaction, (iv) enter into any contract or agreement regarding any Alternative Transaction or (v) approve, endorse or recommend, or otherwise make or authorize any statement, recommendation or solicitation in support of, any Alternative Transaction. Stockholder and its representatives and affiliates immediately shall cease and cause to be terminated any existing activities, discussions or negotiations with any parties with respect to any Alternative Transaction.
2.3 Voting Agreement .
(a) Stockholder has revoked or terminated any proxies, voting agreements or similar arrangements previously given or entered into with respect to the Securities.
(b) Unless SunTrust votes the Securities directly pursuant to the proxy granted in Section 2.4, Stockholder agrees to vote (and exercise any written consent with respect to) the Securities during the term of this Agreement (i) for the adoption and approval of the Merger Agreement and the Merger (in each case as amended from time to time), (ii) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, and (iii) against any other action or agreement that would result in a breach of any representation, warranty, covenant or agreement of the Company contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilled, in the case of each clauses (i), (ii) and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the Company, in lieu of a meeting or otherwise.
(c) This Agreement shall not be terminated by any act of Stockholder or by operation of law, whether by the death or incapacity of Stockholder or by the occurrence of any other event or events (including, without limiting the foregoing, the termination of any trust or estate for which Stockholder is acting as a fiduciary or fiduciaries or the dissolution or liquidation of any corporation or partnership). If between the execution hereof and the Termination Date, Stockholder should die or become incapacitated, or if any trust or estate holding the Securities should be terminated, or if any corporation or partnership holding the Securities should be dissolved or liquidated, or if any other such similar event or events shall occur before the Termination Date, certificates representing the Securities shall be delivered by or on behalf of
 
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Stockholder in accordance with the terms and conditions of the Merger Agreement and this Agreement, and actions taken by Stockholder hereunder shall be as valid as if such death, incapacity, termination, dissolution, liquidation or other similar event or events had not occurred, regardless of whether or not SunTrust has received notice of such death, incapacity, termination, dissolution, liquidation or other event.
2.4 Proxy .
(a) Stockholder by this Agreement does hereby constitute and appoint SunTrust, or any nominee of SunTrust, with full power of substitution, during and for the Proxy Term, as Stockholder’s true and lawful attorney and irrevocable proxy, for and in Stockholder’s name, place and stead, to vote the Securities of Stockholder as Stockholder’s proxy, at every meeting of the Company’s stockholders or any adjournment thereof (or, as applicable, to instruct and direct any holder of record of such Securities to vote such Securities) or execute its proxy with respect to such Securities at every meeting of the Company’s stockholders or any adjournment thereof, (i) for the adoption and approval of the Merger Agreement and the Merger (in each case as amended from time to time), (ii) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such action, and (iii) against any other action or agreement that would result in a breach of any representation, warranty, covenant or agreement of the Company contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilled, unless SunTrust determines to vote or consent in favor of such action, in the case of each clauses (i), (ii) and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the Company, in lieu of a meeting or otherwise. Stockholder intends this proxy to be irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxy previously granted by Stockholder with respect to its Securities. Stockholder acknowledges that, pursuant to the authority hereby granted under the irrevocable proxy, SunTrust may vote Stockholder’s Shares in furtherance of its own interests, and SunTrust is not acting as a fiduciary for Stockholder.
(b) For purposes of this Agreement, “ Proxy Term ” means the period from the execution of this Agreement until the Termination Date.
(c) Stockholder agrees that the irrevocable proxy set forth in this Section 2.4 hereof shall not be terminated by any act of Stockholder or by operation of law, other than upon expiration of the Proxy Term.
2.5 Public Announcement . Stockholder shall consult with SunTrust before issuing any press releases or otherwise making any public statements with respect to the transactions contemplated herein and shall not issue any such press release or make any such public statement without the approval of SunTrust, except as may be required by law.
 
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2.6 Disclosure . Stockholder hereby authorizes SunTrust to publish and disclose in any announcement or disclosure required by the Securities and Exchange Commission (the “ SEC ”) or the New York Stock Exchange (the “ NYSE ”) or any other national securities exchange its identity and ownership of the Securities and the nature of its commitments, arrangements and understandings under this Agreement.
2.7 Stop Transfer Instruction .
(a) Promptly following the date hereof, Stockholder and SunTrust shall deliver joint written instructions to the Company and to the Company’s transfer agent stating that the Securities may not be sold, transferred, pledged, assigned, hypothecated, tendered or otherwise disposed of in any manner without the prior written consent of SunTrust or except in accordance with the terms and conditions of this Agreement.
(b) Promptly following the date hereof, Stockholder shall cause a legend to be placed on the certificates (to the extent the Securities are certificated) representing the Securities as set forth below:
“The Securities represented by this certificate are subject to restrictions on transfer and may not be sold, transferred, pledged, assigned, hypothecated, tendered or otherwise disposed of except in accordance with and subject to the terms and conditions of a Voting Agreement dated November 2, 2007, between the registered holder hereof and SunTrust Banks, Inc.”
2.8 The parties hereto agree that the legend set forth above shall be removed only upon delivery to the Company’s transfer agent of written notice signed by SunTrust (which notice shall not be unreasonably withheld or delayed) that this Agreement has terminated and the restrictions set forth in the legend above are of no further force and effect.
3. Representations and Warranties of Stockholder . Stockholder hereby represents and warrants to SunTrust as follows:
3.1 Ownership . Stockholder has good and valid title to, and is the sole legal and beneficial owner of the Securities, in each case free and clear of all liabilities, claims, liens, options, proxies, charges, participations and encumbrances of any kind or character whatsoever (other than any restrictions under applicable federal and state securities laws).
3.2 Authorization . Stockholder has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and has sole voting power and sole power of disposition, with respect to the Securities with no restrictions on its voting rights or rights of disposition pertaining thereto (other than any restrictions under applicable federal and state securities laws). Stockholder has duly executed and delivered this Agreement and this Agreement is a legal, valid and binding agreement of Stockholder, enforceable against Stockholder in accordance with its terms, subject to the qualification, however, that enforcement of the rights and remedies created hereby is subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general application related to
 
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or affecting creditors’ rights and to general equity principles. No state anti-takeover or similar statute is applicable to SunTrust or the Company or the Surviving Corporation in connection with the Merger, the Merger Agreement or this Agreement or any of the transactions contemplated hereby or thereby.
3.3 No Violation . Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (a) require Stockholder to file or register with, or obtain any material permit, authorization, consent or approval of, any governmental agency, authority, administrative or regulatory body, court or other tribunal, foreign or domestic, or any other entity, or (b) violate, or cause a breach of or default under, any contract, agreement or understanding, any statute or law, or any judgment, decree, order, regulation or rule of any governmental agency, authority, administrative or regulatory body, court or other tribunal, foreign or domestic, or any other entity or any arbitration award binding upon Stockholder. No proceedings are pending which, if adversely determined, will have an adverse effect on any ability to vote or dispose of any of the Securities. Stockholder has not previously assigned or sold any of the Securities to any third party.
3.4 Accredited Investor/ Stockholder Has Adequate Information . Stockholder is acquiring the SunTrust Common Stock to be issued in the Merger for Stockholder’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act of 1933, as amended (the “Act”), or any applicable state securities laws and Stockholder shall not dispose of such SunTrust Common Stock in contravention of the Act or any applicable state securities laws. Stockholder is an “accredited investor”, as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended. Stockholder is a sophisticated seller with respect to the Securities and has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Securities and has independently and without reliance upon SunTrust and based on such information as Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Stockholder acknowledges that SunTrust has neither made nor makes any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement. Stockholder acknowledges that the agreements contained herein with respect to the Securities by Stockholder is irrevocable, and that Stockholder shall have no recourse to the Securities or SunTrust, except with respect to breaches of representations, warranties, covenants and agreements expressly set forth in this Agreement.
3.5 SunTrust’s Excluded Information . Stockholder acknowledges and confirms that (a) SunTrust may possess or hereafter come into possession of certain non-public information concerning the Securities and the Company which is not known to Stockholder and which may be material to Stockholder’s decision to sell the Securities (“ SunTrust’s Excluded Information ”), (b) Stockholder has requested not to receive SunTrust’s Excluded Information and has determined to sell the Securities notwithstanding its lack of knowledge of SunTrust’s Excluded Information, and (c) SunTrust shall have no liability or obligation to Stockholder in connection with, and Stockholder hereby waives and releases SunTrust from, any claims which Stockholder or its successors and assigns may have against SunTrust (whether pursuant to applicable Securities, laws or otherwise) with respect to the non-disclosure of SunTrust’s Excluded Information; provided , however , nothing contained in this Section 3.5 shall limit Stockholder’s right to rely upon the
 
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express representations and warranties made by SunTrust in this Agreement, or Stockholder’s remedies in respect of breaches of any such representations and warranties.
3.6 No Setoff . Stockholder has no liability or obligation related to or in connection with the Securities other than the obligations to SunTrust as set forth in this Agreement. There are no legal or equitable defenses or counterclaims that have been or may be asserted by or on behalf of the Company, as applicable, to reduce the amount of the Securities or affect the validity or enforceability of the Securities.
4. Representations and Warranties of SunTrust . SunTrust hereby represents and warrants to Stockholder as follows:
4.1 Authorization . SunTrust has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. SunTrust has duly executed and delivered this Agreement and this Agreement is a legal, valid and binding agreement of SunTrust, enforceable against SunTrust in accordance with its terms, subject to the qualification however, that enforcement of the rights and remedies created hereby is subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general application related to or affecting creditors’ rights and to general equity principles.
4.2 No Violation . Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (a) require SunTrust to file or register with, or obtain any material permit, authorization, consent or approval of, any governmental agency, authority, administrative or regulatory body, court or other tribunal, foreign or domestic, or any other entity, in any case other than as contemplated by this Agreement or the Merger Agreement or (b) violate, or cause a breach of or default under, any contract, agreement or understanding, any statute or law, or any judgment, decree, order, regulation or rule of any governmental agency, authority, administrative or regulatory body, court or other tribunal, foreign or domestic, or any other entity or any arbitration award binding upon SunTrust, except for such violations, breaches or defaults which are not reasonably likely to have a material adverse effect on SunTrust’s ability to satisfy its obligations under this Agreement.
5. No Control . Nothing contained in this Agreement shall give SunTrust the right to control or direct the Company or the Company’s operations.
6. Specific Performance . Stockholder acknowledges that SunTrust will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of Stockholder which are contained in this Agreement. It is accordingly agreed that, in addition to any other remedies which may be available to SunTrust upon the breach by Stockholder of such covenants and agreements, SunTrust shall have the right to obtain injunctive relief to restrain any breach or threatened breach of such covenants or agreements or otherwise to obtain specific performance of any of such covenants or agreements.
7. Miscellaneous .
 
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7.1 Term . This Agreement shall terminate upon the earlier of (a) the consummation of the Merger and (b) the termination of the Merger Agreement pursuant to its terms (the “ Termination Date ”). At the Termination Date, this Agreement shall thereupon become void and be of no further force and effect, provided that nothing herein shall relieve any party from liability hereof for breaches of this Agreement prior to the Termination Date.
7.2 Fiduciary Duties . Notwithstanding anything in this Agreement to the contrary: (a) Stockholder makes no agreement or understanding herein in any capacity other than in Stockholder’s capacity as a record holder and beneficial owner of Securities, (b) nothing herein shall be construed to limit or affect any action or inaction by Stockholder in his capacity as a director or officer of the Company, and (c) Stockholder shall have no liability to SunTrust or any of its affiliates under this Agreement or otherwise as a result of any action or inaction by Stockholder acting in his capacity as a director or officer of the Company.
7.3 Expenses . Each of the parties hereto shall pay its own expenses incurred in connection with this Agreement. Each of the parties hereto warrants and covenants to the others that it will bear all claims for brokerage fees attributable to action taken by it.
7.4 Binding Effect . This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective representatives and permitted successors and assigns.
7.5 Entire Agreement . This Agreement contains the entire understanding of the parties and supersedes all prior agreements and understandings between the parties with respect to its subject matter. This Agreement may be amended only by a written instrument duly executed by the parties hereto.
7.6 Headings . The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Time is of the essence with respect to all provisions of this Agreement.
7.7 Assignment . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. No party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party; provided , however , that SunTrust may freely assign its rights to an affiliate of SunTrust without such prior written approval but no such assignment shall relieve SunTrust of any of its obligations hereunder. Any purported assignment without such consent shall be void.
7.8 Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be an original, but each of which together shall constitute one and the same Agreement.
7.9 Notices . All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by confirmed facsimile or by registered or certified mail
 
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(postage prepaid, return receipt requested) to the respective parties at the following addresses, or at such other address for a party as shall be specified in a notice given in accordance with this Section 7.9:

if to SunTrust:	  	c/o SunTrust Banks, Inc.	
	  	303 Peachtree Street, NE, 29 th Floor	
	  	Atlanta, Georgia 30308	
	  	Attn: Raymond D. Fortin	
	  	Facsimile: (404) 724-3550	
		
with a copy to:	  	King & Spalding LLP	
	  	1180 Peachtree Street NE	
	  	Atlanta, GA 30309	
	  	Attn: C. William Baxley	
	  	Facsimile: (404) 572-5132	
		
if to Stockholder:	  	Richard A. Hunt	
	  	596 East Lake Drive	
	  	Flowery Branch, GA 30542	
		
with a copy to:	  	Troutman Sanders LLP	
	  	600 Peachtree Street	
	  	5200	
	  	Atlanta, GA 30308	
	  	Attn: David Ghegan	
	  	Facsimile: (404) 962-6599	
7.10 Governing Law . This Agreement shall be governed and construed in accordance with the internal laws of the State of Georgia applicable to contracts made and wholly performed within such state, without regard to any applicable conflicts-of-law principles. The parties agree that any suit, action or proceeding brought by either party to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in any federal court located in Atlanta, Georgia having jurisdiction over the matter; provided , however , that if such a federal court does not have jurisdiction over the matter, any aforementioned suit, action or proceeding shall be brought in a state court located in Atlanta, Georgia having jurisdiction over the matter. Each of the parties submits to the jurisdiction of any such court in any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of, or in connection with, this Agreement or the transactions contemplated hereby and hereby irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in such action or proceeding. Each party irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties irrevocably waives the right to trial by jury, and each of the parties irrevocably consents to service of process by first class certified mail, return receipt
 
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requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 7.9.
7.11 Enforceability . The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
7.12 Further Assurances . Stockholder will use all reasonable efforts to cooperate with SunTrust in connection with the Merger, promptly take such actions as are necessary or appropriate to consummate the Merger, and provide any information reasonably requested by SunTrust for any registration of shares of SunTrust Common Stock issued in the Merger and any regulatory application or filing made or approval sought for the transactions contemplated by the Merger Agreement. Stockholder waives all rights available to it under the Georgia Business Corporation Code to demand appraisal or dissenters’ rights with respect to the Securities.
7.13 Remedies Not Exclusive . All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity will be cumulative and not alternative, and the exercise of any thereof by either party will not preclude the simultaneous or later exercise of any other such right, power or remedy by such party.
 
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IN WITNESS WHEREOF , SunTrust and Stockholder have caused this Agreement to be duly executed as of the day and year first above written.

SUNTRUST BANKS, INC.	
		
By:	 	/s/ Richard G. Blumberg	
Name:	 	Richard G. Blumberg	
Title:	 	Senior Vice President	
		
	 	/s/ Richard A. Hunt	
	 	Richard A. Hunt	
 
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Exhibit 7
VOTING AGREEMENT
THIS VOTING AGREEMENT (this “Agreement”) dated as of November 2, 2007, is entered into between SUNTRUST BANKS, INC., a Georgia corporation (“ SunTrust ”), and James L. Lester, an individual resident of the State of Georgia (“ Stockholder ”), with respect to the shares of common stock, no par value per share (the “ Company Common Stock ”), of GB&T Bancshares, Inc., a Georgia corporation (the “ Company ”), owned by Stockholder.
WITNESSETH :
WHEREAS, SunTrust and the Company have entered into an Agreement and Plan of Merger dated as of the date hereof (the “ Merger Agreement ”) pursuant to which the Company will merge with and into SunTrust or a subsidiary of SunTrust (the “ Merger ”); 
WHEREAS, as of the date hereof, Stockholder beneficially and of record owns and has the power to vote 54,771 shares of Company Common Stock (together with (i) any securities issued or exchanged with respect to such shares of Company Common Stock, and upon any recapitalization, reclassification, merger, consolidation, spin-off, partial or complete liquidation, stock dividend, split-up or combination of the securities of the Company or any other change in the Company’s capital structure and (ii) any other shares of Company Common Stock otherwise owned by Stockholder on the date hereof or acquired by Stockholder on or after the date hereof, the “ Securities ”); and
WHEREAS, SunTrust desires to enter into this Agreement in connection with its efforts to consummate an acquisition of the Company, and SunTrust requires that Stockholder enter into this Agreement as a condition to its willingness to enter into the Merger Agreement.
NOW, THEREFORE, in contemplation of the foregoing and in consideration of the mutual agreements, covenants, representations and warranties contained herein and intending to be legally bound hereby, the parties hereto agree as follows:
1. Definitions . Capitalized terms used but not defined in this Agreement are used in this Agreement with the same meanings given to such terms in the Merger Agreement.
2. Certain Covenants .
2.1 Disposition . Stockholder hereby covenants and agrees during the term of this Agreement that (a) except as consented to in writing by SunTrust in its sole discretion, Stockholder will not sell, transfer, assign, pledge, hypothecate, tender or otherwise dispose of or limit its right to vote in any manner any of the Securities, or agree to do any of the foregoing, and (b) Stockholder will not take any action which would have the effect of preventing or disabling Stockholder from performing its obligations under this Agreement.

2.2 No Solicitation . During the term of this Agreement, subject to Section 7.2 of this Agreement, neither Stockholder nor any of the representatives or affiliates of Stockholder (including any investment banker, attorney or accountant retained by Stockholder or by any Subsidiary of Stockholder) shall (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any Alternative Transaction or any inquiries or the making of any proposal which may lead to an Alternative Transaction, (ii) furnish any information to any Person in connection with or in response to an Alternative Transaction or an inquiry or indication of interest that could lead to an Alternative Transaction, (iii) participate in any discussions or negotiations regarding any Alternative Transaction, (iv) enter into any contract or agreement regarding any Alternative Transaction or (v) approve, endorse or recommend, or otherwise make or authorize any statement, recommendation or solicitation in support of, any Alternative Transaction. Stockholder and its representatives and affiliates immediately shall cease and cause to be terminated any existing activities, discussions or negotiations with any parties with respect to any Alternative Transaction.
2.3 Voting Agreement .
(a) Stockholder has revoked or terminated any proxies, voting agreements or similar arrangements previously given or entered into with respect to the Securities.
(b) Unless SunTrust votes the Securities directly pursuant to the proxy granted in Section 2.4, Stockholder agrees to vote (and exercise any written consent with respect to) the Securities during the term of this Agreement (i) for the adoption and approval of the Merger Agreement and the Merger (in each case as amended from time to time), (ii) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, and (iii) against any other action or agreement that would result in a breach of any representation, warranty, covenant or agreement of the Company contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilled, in the case of each clauses (i), (ii) and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the Company, in lieu of a meeting or otherwise.
(c) This Agreement shall not be terminated by any act of Stockholder or by operation of law, whether by the death or incapacity of Stockholder or by the occurrence of any other event or events (including, without limiting the foregoing, the termination of any trust or estate for which Stockholder is acting as a fiduciary or fiduciaries or the dissolution or liquidation of any corporation or partnership). If between the execution hereof and the Termination Date, Stockholder should die or become incapacitated, or if any trust or estate holding the Securities should be terminated, or if any corporation or partnership holding the Securities should be dissolved or liquidated, or if any other such similar event or events shall occur before the Termination Date, certificates representing the Securities shall be delivered by or on behalf of
 
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Stockholder in accordance with the terms and conditions of the Merger Agreement and this Agreement, and actions taken by Stockholder hereunder shall be as valid as if such death, incapacity, termination, dissolution, liquidation or other similar event or events had not occurred, regardless of whether or not SunTrust has received notice of such death, incapacity, termination, dissolution, liquidation or other event.
2.4 Proxy .
(a) Stockholder by this Agreement does hereby constitute and appoint SunTrust, or any nominee of SunTrust, with full power of substitution, during and for the Proxy Term, as Stockholder’s true and lawful attorney and irrevocable proxy, for and in Stockholder’s name, place and stead, to vote the Securities of Stockholder as Stockholder’s proxy, at every meeting of the Company’s stockholders or any adjournment thereof (or, as applicable, to instruct and direct any holder of record of such Securities to vote such Securities) or execute its proxy with respect to such Securities at every meeting of the Company’s stockholders or any adjournment thereof, (i) for the adoption and approval of the Merger Agreement and the Merger (in each case as amended from time to time), (ii) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such action, and (iii) against any other action or agreement that would result in a breach of any representation, warranty, covenant or agreement of the Company contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilled, unless SunTrust determines to vote or consent in favor of such action, in the case of each clauses (i), (ii) and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the Company, in lieu of a meeting or otherwise. Stockholder intends this proxy to be irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxy previously granted by Stockholder with respect to its Securities. Stockholder acknowledges that, pursuant to the authority hereby granted under the irrevocable proxy, SunTrust may vote Stockholder’s Shares in furtherance of its own interests, and SunTrust is not acting as a fiduciary for Stockholder.
(b) For purposes of this Agreement, “ Proxy Term ” means the period from the execution of this Agreement until the Termination Date.
(c) Stockholder agrees that the irrevocable proxy set forth in this Section 2.4 hereof shall not be terminated by any act of Stockholder or by operation of law, other than upon expiration of the Proxy Term.
2.5 Public Announcement . Stockholder shall consult with SunTrust before issuing any press releases or otherwise making any public statements with respect to the transactions contemplated herein and shall not issue any such press release or make any such public statement without the approval of SunTrust, except as may be required by law.
 
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2.6 Disclosure . Stockholder hereby authorizes SunTrust to publish and disclose in any announcement or disclosure required by the Securities and Exchange Commission (the “ SEC ”) or the New York Stock Exchange (the “ NYSE ”) or any other national securities exchange its identity and ownership of the Securities and the nature of its commitments, arrangements and understandings under this Agreement.
2.7 Stop Transfer Instruction .
(a) Promptly following the date hereof, Stockholder and SunTrust shall deliver joint written instructions to the Company and to the Company’s transfer agent stating that the Securities may not be sold, transferred, pledged, assigned, hypothecated, tendered or otherwise disposed of in any manner without the prior written consent of SunTrust or except in accordance with the terms and conditions of this Agreement.
(b) Promptly following the date hereof, Stockholder shall cause a legend to be placed on the certificates (to the extent the Securities are certificated) representing the Securities as set forth below:
“The Securities represented by this certificate are subject to restrictions on transfer and may not be sold, transferred, pledged, assigned, hypothecated, tendered or otherwise disposed of except in accordance with and subject to the terms and conditions of a Voting Agreement dated November 2, 2007, between the registered holder hereof and SunTrust Banks, Inc.”
2.8 The parties hereto agree that the legend set forth above shall be removed only upon delivery to the Company’s transfer agent of written notice signed by SunTrust (which notice shall not be unreasonably withheld or delayed) that this Agreement has terminated and the restrictions set forth in the legend above are of no further force and effect.
3. Representations and Warranties of Stockholder . Stockholder hereby represents and warrants to SunTrust as follows:
3.1 Ownership . Stockholder has good and valid title to, and is the sole legal and beneficial owner of the Securities, in each case free and clear of all liabilities, claims, liens, options, proxies, charges, participations and encumbrances of any kind or character whatsoever (other than any restrictions under applicable federal and state securities laws).
3.2 Authorization . Stockholder has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and has sole voting power and sole power of disposition, with respect to the Securities with no restrictions on its voting rights or rights of disposition pertaining thereto (other than any restrictions under applicable federal and state securities laws). Stockholder has duly executed and delivered this Agreement and this Agreement is a legal, valid and binding agreement of Stockholder, enforceable against Stockholder in accordance with its terms, subject to the qualification, however, that enforcement of the rights and remedies created hereby is subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general application related to
 
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or affecting creditors’ rights and to general equity principles. No state anti-takeover or similar statute is applicable to SunTrust or the Company or the Surviving Corporation in connection with the Merger, the Merger Agreement or this Agreement or any of the transactions contemplated hereby or thereby.
3.3 No Violation . Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (a) require Stockholder to file or register with, or obtain any material permit, authorization, consent or approval of, any governmental agency, authority, administrative or regulatory body, court or other tribunal, foreign or domestic, or any other entity, or (b) violate, or cause a breach of or default under, any contract, agreement or understanding, any statute or law, or any judgment, decree, order, regulation or rule of any governmental agency, authority, administrative or regulatory body, court or other tribunal, foreign or domestic, or any other entity or any arbitration award binding upon Stockholder. No proceedings are pending which, if adversely determined, will have an adverse effect on any ability to vote or dispose of any of the Securities. Stockholder has not previously assigned or sold any of the Securities to any third party.
3.4 Accredited Investor/ Stockholder Has Adequate Information . Stockholder is acquiring the SunTrust Common Stock to be issued in the Merger for Stockholder’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act of 1933, as amended (the “Act”), or any applicable state securities laws and Stockholder shall not dispose of such SunTrust Common Stock in contravention of the Act or any applicable state securities laws. Stockholder is an “accredited investor”, as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended. Stockholder is a sophisticated seller with respect to the Securities and has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Securities and has independently and without reliance upon SunTrust and based on such information as Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Stockholder acknowledges that SunTrust has neither made nor makes any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement. Stockholder acknowledges that the agreements contained herein with respect to the Securities by Stockholder is irrevocable, and that Stockholder shall have no recourse to the Securities or SunTrust, except with respect to breaches of representations, warranties, covenants and agreements expressly set forth in this Agreement.
3.5 SunTrust’s Excluded Information . Stockholder acknowledges and confirms that (a) SunTrust may possess or hereafter come into possession of certain non-public information concerning the Securities and the Company which is not known to Stockholder and which may be material to Stockholder’s decision to sell the Securities (“ SunTrust’s Excluded Information ”), (b) Stockholder has requested not to receive SunTrust’s Excluded Information and has determined to sell the Securities notwithstanding its lack of knowledge of SunTrust’s Excluded Information, and (c) SunTrust shall have no liability or obligation to Stockholder in connection with, and Stockholder hereby waives and releases SunTrust from, any claims which Stockholder or its successors and assigns may have against SunTrust (whether pursuant to applicable Securities, laws or otherwise) with respect to the non-disclosure of SunTrust’s Excluded Information; provided , however , nothing contained in this Section 3.5 shall limit Stockholder’s right to rely upon the
 
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express representations and warranties made by SunTrust in this Agreement, or Stockholder’s remedies in respect of breaches of any such representations and warranties.
3.6 No Setoff . Stockholder has no liability or obligation related to or in connection with the Securities other than the obligations to SunTrust as set forth in this Agreement. There are no legal or equitable defenses or counterclaims that have been or may be asserted by or on behalf of the Company, as applicable, to reduce the amount of the Securities or affect the validity or enforceability of the Securities.
4. Representations and Warranties of SunTrust . SunTrust hereby represents and warrants to Stockholder as follows:
4.1 Authorization . SunTrust has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. SunTrust has duly executed and delivered this Agreement and this Agreement is a legal, valid and binding agreement of SunTrust, enforceable against SunTrust in accordance with its terms, subject to the qualification however, that enforcement of the rights and remedies created hereby is subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general application related to or affecting creditors’ rights and to general equity principles.
4.2 No Violation . Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (a) require SunTrust to file or register with, or obtain any material permit, authorization, consent or approval of, any governmental agency, authority, administrative or regulatory body, court or other tribunal, foreign or domestic, or any other entity, in any case other than as contemplated by this Agreement or the Merger Agreement or (b) violate, or cause a breach of or default under, any contract, agreement or understanding, any statute or law, or any judgment, decree, order, regulation or rule of any governmental agency, authority, administrative or regulatory body, court or other tribunal, foreign or domestic, or any other entity or any arbitration award binding upon SunTrust, except for such violations, breaches or defaults which are not reasonably likely to have a material adverse effect on SunTrust’s ability to satisfy its obligations under this Agreement.
5. No Control . Nothing contained in this Agreement shall give SunTrust the right to control or direct the Company or the Company’s operations.
6. Specific Performance . Stockholder acknowledges that SunTrust will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of Stockholder which are contained in this Agreement. It is accordingly agreed that, in addition to any other remedies which may be available to SunTrust upon the breach by Stockholder of such covenants and agreements, SunTrust shall have the right to obtain injunctive relief to restrain any breach or threatened breach of such covenants or agreements or otherwise to obtain specific performance of any of such covenants or agreements.
7. Miscellaneous .
 
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7.1 Term . This Agreement shall terminate upon the earlier of (a) the consummation of the Merger and (b) the termination of the Merger Agreement pursuant to its terms (the “ Termination Date ”). At the Termination Date, this Agreement shall thereupon become void and be of no further force and effect, provided that nothing herein shall relieve any party from liability hereof for breaches of this Agreement prior to the Termination Date.
7.2 Fiduciary Duties . Notwithstanding anything in this Agreement to the contrary: (a) Stockholder makes no agreement or understanding herein in any capacity other than in Stockholder’s capacity as a record holder and beneficial owner of Securities, (b) nothing herein shall be construed to limit or affect any action or inaction by Stockholder in his capacity as a director or officer of the Company, and (c) Stockholder shall have no liability to SunTrust or any of its affiliates under this Agreement or otherwise as a result of any action or inaction by Stockholder acting in his capacity as a director or officer of the Company.
7.3 Expenses . Each of the parties hereto shall pay its own expenses incurred in connection with this Agreement. Each of the parties hereto warrants and covenants to the others that it will bear all claims for brokerage fees attributable to action taken by it.
7.4 Binding Effect . This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective representatives and permitted successors and assigns.
7.5 Entire Agreement . This Agreement contains the entire understanding of the parties and supersedes all prior agreements and understandings between the parties with respect to its subject matter. This Agreement may be amended only by a written instrument duly executed by the parties hereto.
7.6 Headings . The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Time is of the essence with respect to all provisions of this Agreement.
7.7 Assignment . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. No party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party; provided , however , that SunTrust may freely assign its rights to an affiliate of SunTrust without such prior written approval but no such assignment shall relieve SunTrust of any of its obligations hereunder. Any purported assignment without such consent shall be void.
7.8 Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be an original, but each of which together shall constitute one and the same Agreement.
7.9 Notices . All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by confirmed facsimile or by registered or certified mail
 
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(postage prepaid, return receipt requested) to the respective parties at the following addresses, or at such other address for a party as shall be specified in a notice given in accordance with this Section 7.9:

if to SunTrust:	  	c/o SunTrust Banks, Inc.	
	  	303 Peachtree Street, NE, 29 th Floor	
	  	Atlanta, Georgia 30308	
	  	Attn: Raymond D. Fortin	
	  	Facsimile: (404) 724-3550	
		
with a copy to:	  	King & Spalding LLP	
	  	1180 Peachtree Street NE	
	  	Atlanta, GA 30309	
	  	Attn: C. William Baxley	
	  	Facsimile: (404) 572-5132	
		
if to Stockholder:	  	James L. Lester	
	  	201 Valley View Drive	
	  	Rockmart, GA 30153	
		
with a copy to:	  	Troutman Sanders LLP	
	  	600 Peachtree Street	
	  	5200	
	  	Atlanta, GA 30308	
	  	Attn: David Ghegan	
	  	Facsimile: (404) 962-6599	
7.10 Governing Law . This Agreement shall be governed and construed in accordance with the internal laws of the State of Georgia applicable to contracts made and wholly performed within such state, without regard to any applicable conflicts-of-law principles. The parties agree that any suit, action or proceeding brought by either party to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in any federal court located in Atlanta, Georgia having jurisdiction over the matter; provided , however , that if such a federal court does not have jurisdiction over the matter, any aforementioned suit, action or proceeding shall be brought in a state court located in Atlanta, Georgia having jurisdiction over the matter. Each of the parties submits to the jurisdiction of any such court in any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of, or in connection with, this Agreement or the transactions contemplated hereby and hereby irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in such action or proceeding. Each party irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties irrevocably waives the right to trial by jury, and each of the parties irrevocably consents to service of process by first class certified mail, return receipt
 
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requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 7.9.
7.11 Enforceability . The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
7.12 Further Assurances . Stockholder will use all reasonable efforts to cooperate with SunTrust in connection with the Merger, promptly take such actions as are necessary or appropriate to consummate the Merger, and provide any information reasonably requested by SunTrust for any registration of shares of SunTrust Common Stock issued in the Merger and any regulatory application or filing made or approval sought for the transactions contemplated by the Merger Agreement. Stockholder waives all rights available to it under the Georgia Business Corporation Code to demand appraisal or dissenters’ rights with respect to the Securities.
7.13 Remedies Not Exclusive . All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity will be cumulative and not alternative, and the exercise of any thereof by either party will not preclude the simultaneous or later exercise of any other such right, power or remedy by such party.
 
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IN WITNESS WHEREOF , SunTrust and Stockholder have caused this Agreement to be duly executed as of the day and year first above written.

SUNTRUST BANKS, INC.	
		
By:	 	/s/ Richard G. Blumberg	
Name:	 	Richard G. Blumberg	
Title:	 	Senior Vice President	
		
	 	/s/ James L. Lester	
	 	James L. Lester	
 
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Exhibit 8
VOTING AGREEMENT
THIS VOTING AGREEMENT (this “Agreement”) dated as of November 2, 2007, is entered into between SUNTRUST BANKS, INC., a Georgia corporation (“ SunTrust ”), and John E. Mansour, an individual resident of the State of Georgia (“ Stockholder ”), with respect to the shares of common stock, no par value per share (the “ Company Common Stock ”), of GB&T Bancshares, Inc., a Georgia corporation (the “ Company ”), owned by Stockholder.
WITNESSETH :
WHEREAS, SunTrust and the Company have entered into an Agreement and Plan of Merger dated as of the date hereof (the “ Merger Agreement ”) pursuant to which the Company will merge with and into SunTrust or a subsidiary of SunTrust (the “ Merger ”); 
WHEREAS, as of the date hereof, Stockholder beneficially and of record owns and has the power to vote 51,010 shares of Company Common Stock (together with (i) any securities issued or exchanged with respect to such shares of Company Common Stock, and upon any recapitalization, reclassification, merger, consolidation, spin-off, partial or complete liquidation, stock dividend, split-up or combination of the securities of the Company or any other change in the Company’s capital structure and (ii) any other shares of Company Common Stock otherwise owned by Stockholder on the date hereof or acquired by Stockholder on or after the date hereof, the “ Securities ”); and
WHEREAS, SunTrust desires to enter into this Agreement in connection with its efforts to consummate an acquisition of the Company, and SunTrust requires that Stockholder enter into this Agreement as a condition to its willingness to enter into the Merger Agreement.
NOW, THEREFORE, in contemplation of the foregoing and in consideration of the mutual agreements, covenants, representations and warranties contained herein and intending to be legally bound hereby, the parties hereto agree as follows:
1. Definitions . Capitalized terms used but not defined in this Agreement are used in this Agreement with the same meanings given to such terms in the Merger Agreement.
2. Certain Covenants .
2.1 Disposition . Stockholder hereby covenants and agrees during the term of this Agreement that (a) except as consented to in writing by SunTrust in its sole discretion, Stockholder will not sell, transfer, assign, pledge, hypothecate, tender or otherwise dispose of or limit its right to vote in any manner any of the Securities, or agree to do any of the foregoing, and (b) Stockholder will not take any action which would have the effect of preventing or disabling Stockholder from performing its obligations under this Agreement.

2.2 No Solicitation . During the term of this Agreement, subject to Section 7.2 of this Agreement, neither Stockholder nor any of the representatives or affiliates of Stockholder (including any investment banker, attorney or accountant retained by Stockholder or by any Subsidiary of Stockholder) shall (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any Alternative Transaction or any inquiries or the making of any proposal which may lead to an Alternative Transaction, (ii) furnish any information to any Person in connection with or in response to an Alternative Transaction or an inquiry or indication of interest that could lead to an Alternative Transaction, (iii) participate in any discussions or negotiations regarding any Alternative Transaction, (iv) enter into any contract or agreement regarding any Alternative Transaction or (v) approve, endorse or recommend, or otherwise make or authorize any statement, recommendation or solicitation in support of, any Alternative Transaction. Stockholder and its representatives and affiliates immediately shall cease and cause to be terminated any existing activities, discussions or negotiations with any parties with respect to any Alternative Transaction.
2.3 Voting Agreement .
(a) Stockholder has revoked or terminated any proxies, voting agreements or similar arrangements previously given or entered into with respect to the Securities.
(b) Unless SunTrust votes the Securities directly pursuant to the proxy granted in Section 2.4, Stockholder agrees to vote (and exercise any written consent with respect to) the Securities during the term of this Agreement (i) for the adoption and approval of the Merger Agreement and the Merger (in each case as amended from time to time), (ii) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, and (iii) against any other action or agreement that would result in a breach of any representation, warranty, covenant or agreement of the Company contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilled, in the case of each clauses (i), (ii) and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the Company, in lieu of a meeting or otherwise.
(c) This Agreement shall not be terminated by any act of Stockholder or by operation of law, whether by the death or incapacity of Stockholder or by the occurrence of any other event or events (including, without limiting the foregoing, the termination of any trust or estate for which Stockholder is acting as a fiduciary or fiduciaries or the dissolution or liquidation of any corporation or partnership). If between the execution hereof and the Termination Date, Stockholder should die or become incapacitated, or if any trust or estate holding the Securities should be terminated, or if any corporation or partnership holding the Securities should be dissolved or liquidated, or if any other such similar event or events shall occur before the Termination Date, certificates representing the Securities shall be delivered by or on behalf of
 
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Stockholder in accordance with the terms and conditions of the Merger Agreement and this Agreement, and actions taken by Stockholder hereunder shall be as valid as if such death, incapacity, termination, dissolution, liquidation or other similar event or events had not occurred, regardless of whether or not SunTrust has received notice of such death, incapacity, termination, dissolution, liquidation or other event.
2.4 Proxy .
(a) Stockholder by this Agreement does hereby constitute and appoint SunTrust, or any nominee of SunTrust, with full power of substitution, during and for the Proxy Term, as Stockholder’s true and lawful attorney and irrevocable proxy, for and in Stockholder’s name, place and stead, to vote the Securities of Stockholder as Stockholder’s proxy, at every meeting of the Company’s stockholders or any adjournment thereof (or, as applicable, to instruct and direct any holder of record of such Securities to vote such Securities) or execute its proxy with respect to such Securities at every meeting of the Company’s stockholders or any adjournment thereof, (i) for the adoption and approval of the Merger Agreement and the Merger (in each case as amended from time to time), (ii) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such action, and (iii) against any other action or agreement that would result in a breach of any representation, warranty, covenant or agreement of the Company contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilled, unless SunTrust determines to vote or consent in favor of such action, in the case of each clauses (i), (ii) and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the Company, in lieu of a meeting or otherwise. Stockholder intends this proxy to be irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxy previously granted by Stockholder with respect to its Securities. Stockholder acknowledges that, pursuant to the authority hereby granted under the irrevocable proxy, SunTrust may vote Stockholder’s Shares in furtherance of its own interests, and SunTrust is not acting as a fiduciary for Stockholder.
(b) For purposes of this Agreement, “ Proxy Term ” means the period from the execution of this Agreement until the Termination Date.
(c) Stockholder agrees that the irrevocable proxy set forth in this Section 2.4 hereof shall not be terminated by any act of Stockholder or by operation of law, other than upon expiration of the Proxy Term.
2.5 Public Announcement . Stockholder shall consult with SunTrust before issuing any press releases or otherwise making any public statements with respect to the transactions contemplated herein and shall not issue any such press release or make any such public statement without the approval of SunTrust, except as may be required by law.
 
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2.6 Disclosure . Stockholder hereby authorizes SunTrust to publish and disclose in any announcement or disclosure required by the Securities and Exchange Commission (the “ SEC ”) or the New York Stock Exchange (the “ NYSE ”) or any other national securities exchange its identity and ownership of the Securities and the nature of its commitments, arrangements and understandings under this Agreement.
2.7 Stop Transfer Instruction .
(a) Promptly following the date hereof, Stockholder and SunTrust shall deliver joint written instructions to the Company and to the Company’s transfer agent stating that the Securities may not be sold, transferred, pledged, assigned, hypothecated, tendered or otherwise disposed of in any manner without the prior written consent of SunTrust or except in accordance with the terms and conditions of this Agreement.
(b) Promptly following the date hereof, Stockholder shall cause a legend to be placed on the certificates (to the extent the Securities are certificated) representing the Securities as set forth below:
“The Securities represented by this certificate are subject to restrictions on transfer and may not be sold, transferred, pledged, assigned, hypothecated, tendered or otherwise disposed of except in accordance with and subject to the terms and conditions of a Voting Agreement dated November 2, 2007, between the registered holder hereof and SunTrust Banks, Inc.”
2.8 The parties hereto agree that the legend set forth above shall be removed only upon delivery to the Company’s transfer agent of written notice signed by SunTrust (which notice shall not be unreasonably withheld or delayed) that this Agreement has terminated and the restrictions set forth in the legend above are of no further force and effect.
3. Representations and Warranties of Stockholder . Stockholder hereby represents and warrants to SunTrust as follows:
3.1 Ownership . Stockholder has good and valid title to, and is the sole legal and beneficial owner of the Securities, in each case free and clear of all liabilities, claims, liens, options, proxies, charges, participations and encumbrances of any kind or character whatsoever (other than any restrictions under applicable federal and state securities laws).
3.2 Authorization . Stockholder has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and has sole voting power and sole power of disposition, with respect to the Securities with no restrictions on its voting rights or rights of disposition pertaining thereto (other than any restrictions under applicable federal and state securities laws). Stockholder has duly executed and delivered this Agreement and this Agreement is a legal, valid and binding agreement of Stockholder, enforceable against Stockholder in accordance with its terms, subject to the qualification, however, that enforcement of the rights and remedies created hereby is subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general application related to
 
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or affecting creditors’ rights and to general equity principles. No state anti-takeover or similar statute is applicable to SunTrust or the Company or the Surviving Corporation in connection with the Merger, the Merger Agreement or this Agreement or any of the transactions contemplated hereby or thereby.
3.3 No Violation . Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (a) require Stockholder to file or register with, or obtain any material permit, authorization, consent or approval of, any governmental agency, authority, administrative or regulatory body, court or other tribunal, foreign or domestic, or any other entity, or (b) violate, or cause a breach of or default under, any contract, agreement or understanding, any statute or law, or any judgment, decree, order, regulation or rule of any governmental agency, authority, administrative or regulatory body, court or other tribunal, foreign or domestic, or any other entity or any arbitration award binding upon Stockholder. No proceedings are pending which, if adversely determined, will have an adverse effect on any ability to vote or dispose of any of the Securities. Stockholder has not previously assigned or sold any of the Securities to any third party.
3.4 Accredited Investor/ Stockholder Has Adequate Information . Stockholder is acquiring the SunTrust Common Stock to be issued in the Merger for Stockholder’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act of 1933, as amended (the “Act”), or any applicable state securities laws and Stockholder shall not dispose of such SunTrust Common Stock in contravention of the Act or any applicable state securities laws. Stockholder is an “accredited investor”, as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended. Stockholder is a sophisticated seller with respect to the Securities and has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Securities and has independently and without reliance upon SunTrust and based on such information as Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Stockholder acknowledges that SunTrust has neither made nor makes any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement. Stockholder acknowledges that the agreements contained herein with respect to the Securities by Stockholder is irrevocable, and that Stockholder shall have no recourse to the Securities or SunTrust, except with respect to breaches of representations, warranties, covenants and agreements expressly set forth in this Agreement.
3.5 SunTrust’s Excluded Information . Stockholder acknowledges and confirms that (a) SunTrust may possess or hereafter come into possession of certain non-public information concerning the Securities and the Company which is not known to Stockholder and which may be material to Stockholder’s decision to sell the Securities (“ SunTrust’s Excluded Information ”), (b) Stockholder has requested not to receive SunTrust’s Excluded Information and has determined to sell the Securities notwithstanding its lack of knowledge of SunTrust’s Excluded Information, and (c) SunTrust shall have no liability or obligation to Stockholder in connection with, and Stockholder hereby waives and releases SunTrust from, any claims which Stockholder or its successors and assigns may have against SunTrust (whether pursuant to applicable Securities, laws or otherwise) with respect to the non-disclosure of SunTrust’s Excluded Information; provided , however , nothing contained in this Section 3.5 shall limit Stockholder’s right to rely upon the
 
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express representations and warranties made by SunTrust in this Agreement, or Stockholder’s remedies in respect of breaches of any such representations and warranties.
3.6 No Setoff . Stockholder has no liability or obligation related to or in connection with the Securities other than the obligations to SunTrust as set forth in this Agreement. There are no legal or equitable defenses or counterclaims that have been or may be asserted by or on behalf of the Company, as applicable, to reduce the amount of the Securities or affect the validity or enforceability of the Securities.
4. Representations and Warranties of SunTrust . SunTrust hereby represents and warrants to Stockholder as follows:
4.1 Authorization . SunTrust has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. SunTrust has duly executed and delivered this Agreement and this Agreement is a legal, valid and binding agreement of SunTrust, enforceable against SunTrust in accordance with its terms, subject to the qualification however, that enforcement of the rights and remedies created hereby is subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general application related to or affecting creditors’ rights and to general equity principles.
4.2 No Violation . Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (a) require SunTrust to file or register with, or obtain any material permit, authorization, consent or approval of, any governmental agency, authority, administrative or regulatory body, court or other tribunal, foreign or domestic, or any other entity, in any case other than as contemplated by this Agreement or the Merger Agreement or (b) violate, or cause a breach of or default under, any contract, agreement or understanding, any statute or law, or any judgment, decree, order, regulation or rule of any governmental agency, authority, administrative or regulatory body, court or other tribunal, foreign or domestic, or any other entity or any arbitration award binding upon SunTrust, except for such violations, breaches or defaults which are not reasonably likely to have a material adverse effect on SunTrust’s ability to satisfy its obligations under this Agreement.
5. No Control . Nothing contained in this Agreement shall give SunTrust the right to control or direct the Company or the Company’s operations.
6. Specific Performance . Stockholder acknowledges that SunTrust will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of Stockholder which are contained in this Agreement. It is accordingly agreed that, in addition to any other remedies which may be available to SunTrust upon the breach by Stockholder of such covenants and agreements, SunTrust shall have the right to obtain injunctive relief to restrain any breach or threatened breach of such covenants or agreements or otherwise to obtain specific performance of any of such covenants or agreements.
7. Miscellaneous .
 
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7.1 Term . This Agreement shall terminate upon the earlier of (a) the consummation of the Merger and (b) the termination of the Merger Agreement pursuant to its terms (the “ Termination Date ”). At the Termination Date, this Agreement shall thereupon become void and be of no further force and effect, provided that nothing herein shall relieve any party from liability hereof for breaches of this Agreement prior to the Termination Date.
7.2 Fiduciary Duties . Notwithstanding anything in this Agreement to the contrary: (a) Stockholder makes no agreement or understanding herein in any capacity other than in Stockholder’s capacity as a record holder and beneficial owner of Securities, (b) nothing herein shall be construed to limit or affect any action or inaction by Stockholder in his capacity as a director or officer of the Company, and (c) Stockholder shall have no liability to SunTrust or any of its affiliates under this Agreement or otherwise as a result of any action or inaction by Stockholder acting in his capacity as a director or officer of the Company.
7.3 Expenses . Each of the parties hereto shall pay its own expenses incurred in connection with this Agreement. Each of the parties hereto warrants and covenants to the others that it will bear all claims for brokerage fees attributable to action taken by it.
7.4 Binding Effect . This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective representatives and permitted successors and assigns.
7.5 Entire Agreement . This Agreement contains the entire understanding of the parties and supersedes all prior agreements and understandings between the parties with respect to its subject matter. This Agreement may be amended only by a written instrument duly executed by the parties hereto.
7.6 Headings . The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Time is of the essence with respect to all provisions of this Agreement.
7.7 Assignment . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. No party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party; provided , however , that SunTrust may freely assign its rights to an affiliate of SunTrust without such prior written approval but no such assignment shall relieve SunTrust of any of its obligations hereunder. Any purported assignment without such consent shall be void.
7.8 Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be an original, but each of which together shall constitute one and the same Agreement.
7.9 Notices . All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by confirmed facsimile or by registered or certified mail
 
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(postage prepaid, return receipt requested) to the respective parties at the following addresses, or at such other address for a party as shall be specified in a notice given in accordance with this Section 7.9:

if to SunTrust:	  	c/o SunTrust Banks, Inc.	
	  	303 Peachtree Street, NE, 29 th Floor	
	  	Atlanta, Georgia 30308	
	  	Attn: Raymond D. Fortin	
	  	Facsimile: (404) 724-3550	
		
with a copy to:	  	King & Spalding LLP	
	  	1180 Peachtree Street NE	
	  	Atlanta, GA 30309	
	  	Attn: C. William Baxley	
	  	Facsimile: (404) 572-5132	
		
if to Stockholder:	  	John E. Mansour	
	  	154 Jaime Drive	
	  	Canton, GA 30114	
		
with a copy to:	  	Troutman Sanders LLP	
	  	600 Peachtree Street	
	  	5200	
	  	Atlanta, GA 30308	
	  	Attn: David Ghegan	
	  	Facsimile: (404) 962-6599	
7.10 Governing Law . This Agreement shall be governed and construed in accordance with the internal laws of the State of Georgia applicable to contracts made and wholly performed within such state, without regard to any applicable conflicts-of-law principles. The parties agree that any suit, action or proceeding brought by either party to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in any federal court located in Atlanta, Georgia having jurisdiction over the matter; provided , however , that if such a federal court does not have jurisdiction over the matter, any aforementioned suit, action or proceeding shall be brought in a state court located in Atlanta, Georgia having jurisdiction over the matter. Each of the parties submits to the jurisdiction of any such court in any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of, or in connection with, this Agreement or the transactions contemplated hereby and hereby irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in such action or proceeding. Each party irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties irrevocably waives the right to trial by jury, and each of the parties irrevocably consents to service of process by first class certified mail, return receipt
 
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requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 7.9.
7.11 Enforceability . The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
7.12 Further Assurances . Stockholder will use all reasonable efforts to cooperate with SunTrust in connection with the Merger, promptly take such actions as are necessary or appropriate to consummate the Merger, and provide any information reasonably requested by SunTrust for any registration of shares of SunTrust Common Stock issued in the Merger and any regulatory application or filing made or approval sought for the transactions contemplated by the Merger Agreement. Stockholder waives all rights available to it under the Georgia Business Corporation Code to demand appraisal or dissenters’ rights with respect to the Securities.
7.13 Remedies Not Exclusive . All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity will be cumulative and not alternative, and the exercise of any thereof by either party will not preclude the simultaneous or later exercise of any other such right, power or remedy by such party.
 
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IN WITNESS WHEREOF , SunTrust and Stockholder have caused this Agreement to be duly executed as of the day and year first above written.

SUNTRUST BANKS, INC.	
		
By:	 	/s/ Richard G. Blumberg	
Name:	 	Richard G. Blumberg	
Title:	 	Senior Vice President	
		
	 	/s/ John E. Mansour	
	 	John E. Mansour	
 
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Exhibit 9
VOTING AGREEMENT
THIS VOTING AGREEMENT (this “Agreement”) dated as of November 2, 2007, is entered into between SUNTRUST BANKS, INC., a Georgia corporation (“ SunTrust ”), and T. Alan Maxwell, an individual resident of the State of Georgia (“ Stockholder ”), with respect to the shares of common stock, no par value per share (the “ Company Common Stock ”), of GB&T Bancshares, Inc., a Georgia corporation (the “ Company ”), owned by Stockholder.
WITNESSETH:
WHEREAS, SunTrust and the Company have entered into an Agreement and Plan of Merger dated as of the date hereof (the “ Merger Agreement ”) pursuant to which the Company will merge with and into SunTrust or a subsidiary of SunTrust (the “ Merger ”); 
WHEREAS, as of the date hereof, Stockholder beneficially and of record owns and has the power to vote 75,604 shares of Company Common Stock (together with (i) any securities issued or exchanged with respect to such shares of Company Common Stock, and upon any recapitalization, reclassification, merger, consolidation, spin-off, partial or complete liquidation, stock dividend, split-up or combination of the securities of the Company or any other change in the Company’s capital structure and (ii) any other shares of Company Common Stock otherwise owned by Stockholder on the date hereof or acquired by Stockholder on or after the date hereof, the “ Securities ”); and
WHEREAS, SunTrust desires to enter into this Agreement in connection with its efforts to consummate an acquisition of the Company, and SunTrust requires that Stockholder enter into this Agreement as a condition to its willingness to enter into the Merger Agreement.
NOW, THEREFORE, in contemplation of the foregoing and in consideration of the mutual agreements, covenants, representations and warranties contained herein and intending to be legally bound hereby, the parties hereto agree as follows:
1. Definitions . Capitalized terms used but not defined in this Agreement are used in this Agreement with the same meanings given to such terms in the Merger Agreement.
2. Certain Covenants .
2.1 Disposition . Stockholder hereby covenants and agrees during the term of this Agreement that (a) except as consented to in writing by SunTrust in its sole discretion, Stockholder will not sell, transfer, assign, pledge, hypothecate, tender or otherwise dispose of or limit its right to vote in any manner any of the Securities, or agree to do any of the foregoing, and (b) Stockholder will not take any action which would have the effect of preventing or disabling Stockholder from performing its obligations under this Agreement.

2.2 No Solicitation . During the term of this Agreement, subject to Section 7.2 of this Agreement, neither Stockholder nor any of the representatives or affiliates of Stockholder (including any investment banker, attorney or accountant retained by Stockholder or by any Subsidiary of Stockholder) shall (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any Alternative Transaction or any inquiries or the making of any proposal which may lead to an Alternative Transaction, (ii) furnish any information to any Person in connection with or in response to an Alternative Transaction or an inquiry or indication of interest that could lead to an Alternative Transaction, (iii) participate in any discussions or negotiations regarding any Alternative Transaction, (iv) enter into any contract or agreement regarding any Alternative Transaction or (v) approve, endorse or recommend, or otherwise make or authorize any statement, recommendation or solicitation in support of, any Alternative Transaction. Stockholder and its representatives and affiliates immediately shall cease and cause to be terminated any existing activities, discussions or negotiations with any parties with respect to any Alternative Transaction.
2.3 Voting Agreement .
(a) Stockholder has revoked or terminated any proxies, voting agreements or similar arrangements previously given or entered into with respect to the Securities.
(b) Unless SunTrust votes the Securities directly pursuant to the proxy granted in Section 2.4, Stockholder agrees to vote (and exercise any written consent with respect to) the Securities during the term of this Agreement (i) for the adoption and approval of the Merger Agreement and the Merger (in each case as amended from time to time), (ii) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, and (iii) against any other action or agreement that would result in a breach of any representation, warranty, covenant or agreement of the Company contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilled, in the case of each clauses (i), (ii) and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the Company, in lieu of a meeting or otherwise.
(c) This Agreement shall not be terminated by any act of Stockholder or by operation of law, whether by the death or incapacity of Stockholder or by the occurrence of any other event or events (including, without limiting the foregoing, the termination of any trust or estate for which Stockholder is acting as a fiduciary or fiduciaries or the dissolution or liquidation of any corporation or partnership). If between the execution hereof and the Termination Date, Stockholder should die or become incapacitated, or if any trust or estate holding the Securities should be terminated, or if any corporation or partnership holding the Securities should be dissolved or liquidated, or if any other such similar event or events shall occur before the Termination Date, certificates representing the Securities shall be delivered by or on behalf of
 
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Stockholder in accordance with the terms and conditions of the Merger Agreement and this Agreement, and actions taken by Stockholder hereunder shall be as valid as if such death, incapacity, termination, dissolution, liquidation or other similar event or events had not occurred, regardless of whether or not SunTrust has received notice of such death, incapacity, termination, dissolution, liquidation or other event.
2.4 Proxy .
(a) Stockholder by this Agreement does hereby constitute and appoint SunTrust, or any nominee of SunTrust, with full power of substitution, during and for the Proxy Term, as Stockholder’s true and lawful attorney and irrevocable proxy, for and in Stockholder’s name, place and stead, to vote the Securities of Stockholder as Stockholder’s proxy, at every meeting of the Company’s stockholders or any adjournment thereof (or, as applicable, to instruct and direct any holder of record of such Securities to vote such Securities) or execute its proxy with respect to such Securities at every meeting of the Company’s stockholders or any adjournment thereof, (i) for the adoption and approval of the Merger Agreement and the Merger (in each case as amended from time to time), (ii) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such action, and (iii) against any other action or agreement that would result in a breach of any representation, warranty, covenant or agreement of the Company contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilled, unless SunTrust determines to vote or consent in favor of such action, in the case of each clauses (i), (ii) and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the Company, in lieu of a meeting or otherwise. Stockholder intends this proxy to be irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxy previously granted by Stockholder with respect to its Securities. Stockholder acknowledges that, pursuant to the authority hereby granted under the irrevocable proxy, SunTrust may vote Stockholder’s Shares in furtherance of its own interests, and SunTrust is not acting as a fiduciary for Stockholder.
(b) For purposes of this Agreement, “ Proxy Term ” means the period from the execution of this Agreement until the Termination Date.
(c) Stockholder agrees that the irrevocable proxy set forth in this Section 2.4 hereof shall not be terminated by any act of Stockholder or by operation of law, other than upon expiration of the Proxy Term.
2.5 Public Announcement . Stockholder shall consult with SunTrust before issuing any press releases or otherwise making any public statements with respect to the transactions contemplated herein and shall not issue any such press release or make any such public statement without the approval of SunTrust, except as may be required by law.
 
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2.6 Disclosure . Stockholder hereby authorizes SunTrust to publish and disclose in any announcement or disclosure required by the Securities and Exchange Commission (the “ SEC ”) or the New York Stock Exchange (the “ NYSE ”) or any other national securities exchange its identity and ownership of the Securities and the nature of its commitments, arrangements and understandings under this Agreement.
2.7 Stop Transfer Instruction .
(a) Promptly following the date hereof, Stockholder and SunTrust shall deliver joint written instructions to the Company and to the Company’s transfer agent stating that the Securities may not be sold, transferred, pledged, assigned, hypothecated, tendered or otherwise disposed of in any manner without the prior written consent of SunTrust or except in accordance with the terms and conditions of this Agreement.
(b) Promptly following the date hereof, Stockholder shall cause a legend to be placed on the certificates (to the extent the Securities are certificated) representing the Securities as set forth below:
“The Securities represented by this certificate are subject to restrictions on transfer and may not be sold, transferred, pledged, assigned, hypothecated, tendered or otherwise disposed of except in accordance with and subject to the terms and conditions of a Voting Agreement dated November 2, 2007, between the registered holder hereof and SunTrust Banks, Inc.”
2.8 The parties hereto agree that the legend set forth above shall be removed only upon delivery to the Company’s transfer agent of written notice signed by SunTrust (which notice shall not be unreasonably withheld or delayed) that this Agreement has terminated and the restrictions set forth in the legend above are of no further force and effect.
3. Representations and Warranties of Stockholder . Stockholder hereby represents and warrants to SunTrust as follows:
3.1 Ownership . Stockholder has good and valid title to, and is the sole legal and beneficial owner of the Securities, in each case free and clear of all liabilities, claims, liens, options, proxies, charges, participations and encumbrances of any kind or character whatsoever (other than any restrictions under applicable federal and state securities laws).
3.2 Authorization . Stockholder has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and has sole voting power and sole power of disposition, with respect to the Securities with no restrictions on its voting rights or rights of disposition pertaining thereto (other than any restrictions under applicable federal and state securities laws). Stockholder has duly executed and delivered this Agreement and this Agreement is a legal, valid and binding agreement of Stockholder, enforceable against Stockholder in accordance with its terms, subject to the qualification, however, that enforcement of the rights and remedies created hereby is subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general application related to
 
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or affecting creditors’ rights and to general equity principles. No state anti-takeover or similar statute is applicable to SunTrust or the Company or the Surviving Corporation in connection with the Merger, the Merger Agreement or this Agreement or any of the transactions contemplated hereby or thereby.
3.3 No Violation . Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (a) require Stockholder to file or register with, or obtain any material permit, authorization, consent or approval of, any governmental agency, authority, administrative or regulatory body, court or other tribunal, foreign or domestic, or any other entity, or (b) violate, or cause a breach of or default under, any contract, agreement or understanding, any statute or law, or any judgment, decree, order, regulation or rule of any governmental agency, authority, administrative or regulatory body, court or other tribunal, foreign or domestic, or any other entity or any arbitration award binding upon Stockholder. No proceedings are pending which, if adversely determined, will have an adverse effect on any ability to vote or dispose of any of the Securities. Stockholder has not previously assigned or sold any of the Securities to any third party.
3.4 Accredited Investor/ Stockholder Has Adequate Information . Stockholder is acquiring the SunTrust Common Stock to be issued in the Merger for Stockholder’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act of 1933, as amended (the “Act”), or any applicable state securities laws and Stockholder shall not dispose of such SunTrust Common Stock in contravention of the Act or any applicable state securities laws. Stockholder is an “accredited investor”, as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended. Stockholder is a sophisticated seller with respect to the Securities and has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Securities and has independently and without reliance upon SunTrust and based on such information as Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Stockholder acknowledges that SunTrust has neither made nor makes any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement. Stockholder acknowledges that the agreements contained herein with respect to the Securities by Stockholder is irrevocable, and that Stockholder shall have no recourse to the Securities or SunTrust, except with respect to breaches of representations, warranties, covenants and agreements expressly set forth in this Agreement.
3.5 SunTrust’s Excluded Information . Stockholder acknowledges and confirms that (a) SunTrust may possess or hereafter come into possession of certain non-public information concerning the Securities and the Company which is not known to Stockholder and which may be material to Stockholder’s decision to sell the Securities (“ SunTrust’s Excluded Information ”), (b) Stockholder has requested not to receive SunTrust’s Excluded Information and has determined to sell the Securities notwithstanding its lack of knowledge of SunTrust’s Excluded Information, and (c) SunTrust shall have no liability or obligation to Stockholder in connection with, and Stockholder hereby waives and releases SunTrust from, any claims which Stockholder or its successors and assigns may have against SunTrust (whether pursuant to applicable Securities, laws or otherwise) with respect to the non-disclosure of SunTrust’s Excluded Information; provided , however , nothing contained in this Section 3.5 shall limit Stockholder’s right to rely upon the
 
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express representations and warranties made by SunTrust in this Agreement, or Stockholder’s remedies in respect of breaches of any such representations and warranties.
3.6 No Setoff . Stockholder has no liability or obligation related to or in connection with the Securities other than the obligations to SunTrust as set forth in this Agreement. There are no legal or equitable defenses or counterclaims that have been or may be asserted by or on behalf of the Company, as applicable, to reduce the amount of the Securities or affect the validity or enforceability of the Securities.
4. Representations and Warranties of SunTrust . SunTrust hereby represents and warrants to Stockholder as follows:
4.1 Authorization . SunTrust has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. SunTrust has duly executed and delivered this Agreement and this Agreement is a legal, valid and binding agreement of SunTrust, enforceable against SunTrust in accordance with its terms, subject to the qualification however, that enforcement of the rights and remedies created hereby is subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general application related to or affecting creditors’ rights and to general equity principles.
4.2 No Violation . Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (a) require SunTrust to file or register with, or obtain any material permit, authorization, consent or approval of, any governmental agency, authority, administrative or regulatory body, court or other tribunal, foreign or domestic, or any other entity, in any case other than as contemplated by this Agreement or the Merger Agreement or (b) violate, or cause a breach of or default under, any contract, agreement or understanding, any statute or law, or any judgment, decree, order, regulation or rule of any governmental agency, authority, administrative or regulatory body, court or other tribunal, foreign or domestic, or any other entity or any arbitration award binding upon SunTrust, except for such violations, breaches or defaults which are not reasonably likely to have a material adverse effect on SunTrust’s ability to satisfy its obligations under this Agreement.
5. No Control . Nothing contained in this Agreement shall give SunTrust the right to control or direct the Company or the Company’s operations.
6. Specific Performance . Stockholder acknowledges that SunTrust will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of Stockholder which are contained in this Agreement. It is accordingly agreed that, in addition to any other remedies which may be available to SunTrust upon the breach by Stockholder of such covenants and agreements, SunTrust shall have the right to obtain injunctive relief to restrain any breach or threatened breach of such covenants or agreements or otherwise to obtain specific performance of any of such covenants or agreements.
7. Miscellaneous .
 
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7.1 Term . This Agreement shall terminate upon the earlier of (a) the consummation of the Merger and (b) the termination of the Merger Agreement pursuant to its terms (the “ Termination Date ”). At the Termination Date, this Agreement shall thereupon become void and be of no further force and effect, provided that nothing herein shall relieve any party from liability hereof for breaches of this Agreement prior to the Termination Date.
7.2 Fiduciary Duties . Notwithstanding anything in this Agreement to the contrary: (a) Stockholder makes no agreement or understanding herein in any capacity other than in Stockholder’s capacity as a record holder and beneficial owner of Securities, (b) nothing herein shall be construed to limit or affect any action or inaction by Stockholder in his capacity as a director or officer of the Company, and (c) Stockholder shall have no liability to SunTrust or any of its affiliates under this Agreement or otherwise as a result of any action or inaction by Stockholder acting in his capacity as a director or officer of the Company.
7.3 Expenses . Each of the parties hereto shall pay its own expenses incurred in connection with this Agreement. Each of the parties hereto warrants and covenants to the others that it will bear all claims for brokerage fees attributable to action taken by it.
7.4 Binding Effect . This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective representatives and permitted successors and assigns.
7.5 Entire Agreement . This Agreement contains the entire understanding of the parties and supersedes all prior agreements and understandings between the parties with respect to its subject matter. This Agreement may be amended only by a written instrument duly executed by the parties hereto.
7.6 Headings . The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Time is of the essence with respect to all provisions of this Agreement.
7.7 Assignment . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. No party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party; provided , however , that SunTrust may freely assign its rights to an affiliate of SunTrust without such prior written approval but no such assignment shall relieve SunTrust of any of its obligations hereunder. Any purported assignment without such consent shall be void.
7.8 Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be an original, but each of which together shall constitute one and the same Agreement.
7.9 Notices . All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by confirmed facsimile or by registered or certified mail
 
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(postage prepaid, return receipt requested) to the respective parties at the following addresses, or at such other address for a party as shall be specified in a notice given in accordance with this Section 7.9:

if to SunTrust:	  	c/o SunTrust Banks, Inc.	
	  	303 Peachtree Street, NE, 29 th Floor	
	  	Atlanta, Georgia 30308	
	  	Attn: Raymond D. Fortin	
	  	Facsimile: (404) 724-3550	
		
with a copy to:	  	King & Spalding LLP	
	  	1180 Peachtree Street NE	
	  	Atlanta, GA 30309	
	  	Attn: C. William Baxley	
	  	Facsimile: (404) 572-5132	
		
if to Stockholder:	  	T. Alan Maxwell	
	  	233 West Lakeview Drive	
	  	Milledgeville, GA 31061	
		
with a copy to:	  	Troutman Sanders LLP	
	  	600 Peachtree Street	
	  	5200	
	  	Atlanta, GA 30308	
	  	Attn: David Ghegan	
	  	Facsimile: (404) 962-6599	
7.10 Governing Law . This Agreement shall be governed and construed in accordance with the internal laws of the State of Georgia applicable to contracts made and wholly performed within such state, without regard to any applicable conflicts-of-law principles. The parties agree that any suit, action or proceeding brought by either party to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in any federal court located in Atlanta, Georgia having jurisdiction over the matter; provided , however , that if such a federal court does not have jurisdiction over the matter, any aforementioned suit, action or proceeding shall be brought in a state court located in Atlanta, Georgia having jurisdiction over the matter. Each of the parties submits to the jurisdiction of any such court in any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of, or in connection with, this Agreement or the transactions contemplated hereby and hereby irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in such action or proceeding. Each party irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties irrevocably waives the right to trial by jury, and each of the parties irrevocably consents to service of process by first class certified mail, return receipt
 
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requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 7.9.
7.11 Enforceability . The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
7.12 Further Assurances . Stockholder will use all reasonable efforts to cooperate with SunTrust in connection with the Merger, promptly take such actions as are necessary or appropriate to consummate the Merger, and provide any information reasonably requested by SunTrust for any registration of shares of SunTrust Common Stock issued in the Merger and any regulatory application or filing made or approval sought for the transactions contemplated by the Merger Agreement. Stockholder waives all rights available to it under the Georgia Business Corporation Code to demand appraisal or dissenters’ rights with respect to the Securities.
7.13 Remedies Not Exclusive . All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity will be cumulative and not alternative, and the exercise of any thereof by either party will not preclude the simultaneous or later exercise of any other such right, power or remedy by such party.
 
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IN WITNESS WHEREOF , SunTrust and Stockholder have caused this Agreement to be duly executed as of the day and year first above written.

SUNTRUST BANKS, INC.	
		
By:	 	/s/ Richard G. Blumberg	
Name:	 	Richard G. Blumberg	
Title:	 	Senior Vice President	
		
	 	/s/ T. Alan Maxwell	
	 	T. Alan Maxwell	
 
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Exhibit 10
VOTING AGREEMENT
THIS VOTING AGREEMENT (this “Agreement”) dated as of November 2, 2007, is entered into between SUNTRUST BANKS, INC., a Georgia corporation (“ SunTrust ”), and James H. Moore, an individual resident of the State of Georgia (“ Stockholder ”), with respect to the shares of common stock, no par value per share (the “ Company Common Stock ”), of GB&T Bancshares, Inc., a Georgia corporation (the “ Company ”), owned by Stockholder.
WITNESSETH:
WHEREAS, SunTrust and the Company have entered into an Agreement and Plan of Merger dated as of the date hereof (the “ Merger Agreement ”) pursuant to which the Company will merge with and into SunTrust or a subsidiary of SunTrust (the “ Merger ”); 
WHEREAS, as of the date hereof, Stockholder beneficially and of record owns and has the power to vote 12,070 shares of Company Common Stock (together with (i) any securities issued or exchanged with respect to such shares of Company Common Stock, and upon any recapitalization, reclassification, merger, consolidation, spin-off, partial or complete liquidation, stock dividend, split-up or combination of the securities of the Company or any other change in the Company’s capital structure and (ii) any other shares of Company Common Stock otherwise owned by Stockholder on the date hereof or acquired by Stockholder on or after the date hereof, the “ Securities ”); and
WHEREAS, SunTrust desires to enter into this Agreement in connection with its efforts to consummate an acquisition of the Company, and SunTrust requires that Stockholder enter into this Agreement as a condition to its willingness to enter into the Merger Agreement.
NOW, THEREFORE, in contemplation of the foregoing and in consideration of the mutual agreements, covenants, representations and warranties contained herein and intending to be legally bound hereby, the parties hereto agree as follows:
1. Definitions . Capitalized terms used but not defined in this Agreement are used in this Agreement with the same meanings given to such terms in the Merger Agreement.
2. Certain Covenants .
2.1 Disposition . Stockholder hereby covenants and agrees during the term of this Agreement that (a) except as consented to in writing by SunTrust in its sole discretion, Stockholder will not sell, transfer, assign, pledge, hypothecate, tender or otherwise dispose of or limit its right to vote in any manner any of the Securities, or agree to do any of the foregoing, and (b) Stockholder will not take any action which would have the effect of preventing or disabling Stockholder from performing its obligations under this Agreement.

2.2 No Solicitation . During the term of this Agreement, subject to Section 7.2 of this Agreement, neither Stockholder nor any of the representatives or affiliates of Stockholder (including any investment banker, attorney or accountant retained by Stockholder or by any Subsidiary of Stockholder) shall (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any Alternative Transaction or any inquiries or the making of any proposal which may lead to an Alternative Transaction, (ii) furnish any information to any Person in connection with or in response to an Alternative Transaction or an inquiry or indication of interest that could lead to an Alternative Transaction, (iii) participate in any discussions or negotiations regarding any Alternative Transaction, (iv) enter into any contract or agreement regarding any Alternative Transaction or (v) approve, endorse or recommend, or otherwise make or authorize any statement, recommendation or solicitation in support of, any Alternative Transaction. Stockholder and its representatives and affiliates immediately shall cease and cause to be terminated any existing activities, discussions or negotiations with any parties with respect to any Alternative Transaction.
2.3 Voting Agreement .
(a) Stockholder has revoked or terminated any proxies, voting agreements or similar arrangements previously given or entered into with respect to the Securities.
(b) Unless SunTrust votes the Securities directly pursuant to the proxy granted in Section 2.4, Stockholder agrees to vote (and exercise any written consent with respect to) the Securities during the term of this Agreement (i) for the adoption and approval of the Merger Agreement and the Merger (in each case as amended from time to time), (ii) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, and (iii) against any other action or agreement that would result in a breach of any representation, warranty, covenant or agreement of the Company contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilled, in the case of each clauses (i), (ii) and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the Company, in lieu of a meeting or otherwise.
(c) This Agreement shall not be terminated by any act of Stockholder or by operation of law, whether by the death or incapacity of Stockholder or by the occurrence of any other event or events (including, without limiting the foregoing, the termination of any trust or estate for which Stockholder is acting as a fiduciary or fiduciaries or the dissolution or liquidation of any corporation or partnership). If between the execution hereof and the Termination Date, Stockholder should die or become incapacitated, or if any trust or estate holding the Securities should be terminated, or if any corporation or partnership holding the Securities should be dissolved or liquidated, or if any other such similar event or events shall occur before the Termination Date, certificates representing the Securities shall be delivered by or on behalf of
 
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Stockholder in accordance with the terms and conditions of the Merger Agreement and this Agreement, and actions taken by Stockholder hereunder shall be as valid as if such death, incapacity, termination, dissolution, liquidation or other similar event or events had not occurred, regardless of whether or not SunTrust has received notice of such death, incapacity, termination, dissolution, liquidation or other event.
2.4 Proxy .
(a) Stockholder by this Agreement does hereby constitute and appoint SunTrust, or any nominee of SunTrust, with full power of substitution, during and for the Proxy Term, as Stockholder’s true and lawful attorney and irrevocable proxy, for and in Stockholder’s name, place and stead, to vote the Securities of Stockholder as Stockholder’s proxy, at every meeting of the Company’s stockholders or any adjournment thereof (or, as applicable, to instruct and direct any holder of record of such Securities to vote such Securities) or execute its proxy with respect to such Securities at every meeting of the Company’s stockholders or any adjournment thereof, (i) for the adoption and approval of the Merger Agreement and the Merger (in each case as amended from time to time), (ii) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such action, and (iii) against any other action or agreement that would result in a breach of any representation, warranty, covenant or agreement of the Company contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilled, unless SunTrust determines to vote or consent in favor of such action, in the case of each clauses (i), (ii) and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the Company, in lieu of a meeting or otherwise. Stockholder intends this proxy to be irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxy previously granted by Stockholder with respect to its Securities. Stockholder acknowledges that, pursuant to the authority hereby granted under the irrevocable proxy, SunTrust may vote Stockholder’s Shares in furtherance of its own interests, and SunTrust is not acting as a fiduciary for Stockholder.
(b) For purposes of this Agreement, “ Proxy Term ” means the period from the execution of this Agreement until the Termination Date.
(c) Stockholder agrees that the irrevocable proxy set forth in this Section 2.4 hereof shall not be terminated by any act of Stockholder or by operation of law, other than upon expiration of the Proxy Term.
2.5 Public Announcement . Stockholder shall consult with SunTrust before issuing any press releases or otherwise making any public statements with respect to the transactions contemplated herein and shall not issue any such press release or make any such public statement without the approval of SunTrust, except as may be required by law.
 
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2.6 Disclosure . Stockholder hereby authorizes SunTrust to publish and disclose in any announcement or disclosure required by the Securities and Exchange Commission (the “ SEC ”) or the New York Stock Exchange (the “ NYSE ”) or any other national securities exchange its identity and ownership of the Securities and the nature of its commitments, arrangements and understandings under this Agreement.
2.7 Stop Transfer Instruction .
(a) Promptly following the date hereof, Stockholder and SunTrust shall deliver joint written instructions to the Company and to the Company’s transfer agent stating that the Securities may not be sold, transferred, pledged, assigned, hypothecated, tendered or otherwise disposed of in any manner without the prior written consent of SunTrust or except in accordance with the terms and conditions of this Agreement.
(b) Promptly following the date hereof, Stockholder shall cause a legend to be placed on the certificates (to the extent the Securities are certificated) representing the Securities as set forth below:
“The Securities represented by this certificate are subject to restrictions on transfer and may not be sold, transferred, pledged, assigned, hypothecated, tendered or otherwise disposed of except in accordance with and subject to the terms and conditions of a Voting Agreement dated November 2, 2007, between the registered holder hereof and SunTrust Banks, Inc.”
2.8 The parties hereto agree that the legend set forth above shall be removed only upon delivery to the Company’s transfer agent of written notice signed by SunTrust (which notice shall not be unreasonably withheld or delayed) that this Agreement has terminated and the restrictions set forth in the legend above are of no further force and effect.
3. Representations and Warranties of Stockholder . Stockholder hereby represents and warrants to SunTrust as follows:
3.1 Ownership . Stockholder has good and valid title to, and is the sole legal and beneficial owner of the Securities, in each case free and clear of all liabilities, claims, liens, options, proxies, charges, participations and encumbrances of any kind or character whatsoever (other than any restrictions under applicable federal and state securities laws).
3.2 Authorization . Stockholder has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and has sole voting power and sole power of disposition, with respect to the Securities with no restrictions on its voting rights or rights of disposition pertaining thereto (other than any restrictions under applicable federal and state securities laws). Stockholder has duly executed and delivered this Agreement and this Agreement is a legal, valid and binding agreement of Stockholder, enforceable against Stockholder in accordance with its terms, subject to the qualification, however, that enforcement of the rights and remedies created hereby is subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general application related to
 
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or affecting creditors’ rights and to general equity principles. No state anti-takeover or similar statute is applicable to SunTrust or the Company or the Surviving Corporation in connection with the Merger, the Merger Agreement or this Agreement or any of the transactions contemplated hereby or thereby.
3.3 No Violation . Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (a) require Stockholder to file or register with, or obtain any material permit, authorization, consent or approval of, any governmental agency, authority, administrative or regulatory body, court or other tribunal, foreign or domestic, or any other entity, or (b) violate, or cause a breach of or default under, any contract, agreement or understanding, any statute or law, or any judgment, decree, order, regulation or rule of any governmental agency, authority, administrative or regulatory body, court or other tribunal, foreign or domestic, or any other entity or any arbitration award binding upon Stockholder. No proceedings are pending which, if adversely determined, will have an adverse effect on any ability to vote or dispose of any of the Securities. Stockholder has not previously assigned or sold any of the Securities to any third party.
3.4 Accredited Investor/ Stockholder Has Adequate Information . Stockholder is acquiring the SunTrust Common Stock to be issued in the Merger for Stockholder’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act of 1933, as amended (the “Act”), or any applicable state securities laws and Stockholder shall not dispose of such SunTrust Common Stock in contravention of the Act or any applicable state securities laws. Stockholder is an “accredited investor”, as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended. Stockholder is a sophisticated seller with respect to the Securities and has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Securities and has independently and without reliance upon SunTrust and based on such information as Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Stockholder acknowledges that SunTrust has neither made nor makes any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement. Stockholder acknowledges that the agreements contained herein with respect to the Securities by Stockholder is irrevocable, and that Stockholder shall have no recourse to the Securities or SunTrust, except with respect to breaches of representations, warranties, covenants and agreements expressly set forth in this Agreement.
3.5 SunTrust’s Excluded Information . Stockholder acknowledges and confirms that (a) SunTrust may possess or hereafter come into possession of certain non-public information concerning the Securities and the Company which is not known to Stockholder and which may be material to Stockholder’s decision to sell the Securities (“ SunTrust’s Excluded Information ”), (b) Stockholder has requested not to receive SunTrust’s Excluded Information and has determined to sell the Securities notwithstanding its lack of knowledge of SunTrust’s Excluded Information, and (c) SunTrust shall have no liability or obligation to Stockholder in connection with, and Stockholder hereby waives and releases SunTrust from, any claims which Stockholder or its successors and assigns may have against SunTrust (whether pursuant to applicable Securities, laws or otherwise) with respect to the non-disclosure of SunTrust’s Excluded Information; provided , however , nothing contained in this Section 3.5 shall limit Stockholder’s right to rely upon the
 
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express representations and warranties made by SunTrust in this Agreement, or Stockholder’s remedies in respect of breaches of any such representations and warranties.
3.6 No Setoff . Stockholder has no liability or obligation related to or in connection with the Securities other than the obligations to SunTrust as set forth in this Agreement. There are no legal or equitable defenses or counterclaims that have been or may be asserted by or on behalf of the Company, as applicable, to reduce the amount of the Securities or affect the validity or enforceability of the Securities.
4. Representations and Warranties of SunTrust . SunTrust hereby represents and warrants to Stockholder as follows:
4.1 Authorization . SunTrust has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. SunTrust has duly executed and delivered this Agreement and this Agreement is a legal, valid and binding agreement of SunTrust, enforceable against SunTrust in accordance with its terms, subject to the qualification however, that enforcement of the rights and remedies created hereby is subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general application related to or affecting creditors’ rights and to general equity principles.
4.2 No Violation . Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (a) require SunTrust to file or register with, or obtain any material permit, authorization, consent or approval of, any governmental agency, authority, administrative or regulatory body, court or other tribunal, foreign or domestic, or any other entity, in any case other than as contemplated by this Agreement or the Merger Agreement or (b) violate, or cause a breach of or default under, any contract, agreement or understanding, any statute or law, or any judgment, decree, order, regulation or rule of any governmental agency, authority, administrative or regulatory body, court or other tribunal, foreign or domestic, or any other entity or any arbitration award binding upon SunTrust, except for such violations, breaches or defaults which are not reasonably likely to have a material adverse effect on SunTrust’s ability to satisfy its obligations under this Agreement.
5. No Control . Nothing contained in this Agreement shall give SunTrust the right to control or direct the Company or the Company’s operations.
6. Specific Performance . Stockholder acknowledges that SunTrust will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of Stockholder which are contained in this Agreement. It is accordingly agreed that, in addition to any other remedies which may be available to SunTrust upon the breach by Stockholder of such covenants and agreements, SunTrust shall have the right to obtain injunctive relief to restrain any breach or threatened breach of such covenants or agreements or otherwise to obtain specific performance of any of such covenants or agreements.
7. Miscellaneous .
 
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7.1 Term . This Agreement shall terminate upon the earlier of (a) the consummation of the Merger and (b) the termination of the Merger Agreement pursuant to its terms (the “ Termination Date ”). At the Termination Date, this Agreement shall thereupon become void and be of no further force and effect, provided that nothing herein shall relieve any party from liability hereof for breaches of this Agreement prior to the Termination Date.
7.2 Fiduciary Duties . Notwithstanding anything in this Agreement to the contrary: (a) Stockholder makes no agreement or understanding herein in any capacity other than in Stockholder’s capacity as a record holder and beneficial owner of Securities, (b) nothing herein shall be construed to limit or affect any action or inaction by Stockholder in his capacity as a director or officer of the Company, and (c) Stockholder shall have no liability to SunTrust or any of its affiliates under this Agreement or otherwise as a result of any action or inaction by Stockholder acting in his capacity as a director or officer of the Company.
7.3 Expenses . Each of the parties hereto shall pay its own expenses incurred in connection with this Agreement. Each of the parties hereto warrants and covenants to the others that it will bear all claims for brokerage fees attributable to action taken by it.
7.4 Binding Effect . This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective representatives and permitted successors and assigns.
7.5 Entire Agreement . This Agreement contains the entire understanding of the parties and supersedes all prior agreements and understandings between the parties with respect to its subject matter. This Agreement may be amended only by a written instrument duly executed by the parties hereto.
7.6 Headings . The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Time is of the essence with respect to all provisions of this Agreement.
7.7 Assignment . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. No party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party; provided , however , that SunTrust may freely assign its rights to an affiliate of SunTrust without such prior written approval but no such assignment shall relieve SunTrust of any of its obligations hereunder. Any purported assignment without such consent shall be void.
7.8 Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be an original, but each of which together shall constitute one and the same Agreement.
7.9 Notices . All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by confirmed facsimile or by registered or certified mail
 
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(postage prepaid, return receipt requested) to the respective parties at the following addresses, or at such other address for a party as shall be specified in a notice given in accordance with this Section 7.9:

if to SunTrust:	  	c/o SunTrust Banks, Inc.	
	  	303 Peachtree Street, NE, 29 th Floor	
	  	Atlanta, Georgia 30308	
	  	Attn: Raymond D. Fortin	
	  	Facsimile: (404) 724-3550	
		
with a copy to:	  	King & Spalding LLP	
	  	1180 Peachtree Street NE	
	  	Atlanta, GA 30309	
	  	Attn: C. William Baxley	
	  	Facsimile: (404) 572-5132	
		
if to Stockholder:	  	James H. Moore	
	  	1472 Heritage Place	
	  	Gainesville, GA 30501	
		
with a copy to:	  	Troutman Sanders LLP	
	  	600 Peachtree Street	
	  	5200	
	  	Atlanta, GA 30308	
	  	Attn: David Ghegan	
	  	Facsimile: (404) 962-6599	
7.10 Governing Law . This Agreement shall be governed and construed in accordance with the internal laws of the State of Georgia applicable to contracts made and wholly performed within such state, without regard to any applicable conflicts-of-law principles. The parties agree that any suit, action or proceeding brought by either party to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in any federal court located in Atlanta, Georgia having jurisdiction over the matter; provided , however , that if such a federal court does not have jurisdiction over the matter, any aforementioned suit, action or proceeding shall be brought in a state court located in Atlanta, Georgia having jurisdiction over the matter. Each of the parties submits to the jurisdiction of any such court in any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of, or in connection with, this Agreement or the transactions contemplated hereby and hereby irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in such action or proceeding. Each party irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties irrevocably waives the right to trial by jury, and each of the parties irrevocably consents to service of process by first class certified mail, return receipt
 
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requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 7.9.
7.11 Enforceability . The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
7.12 Further Assurances . Stockholder will use all reasonable efforts to cooperate with SunTrust in connection with the Merger, promptly take such actions as are necessary or appropriate to consummate the Merger, and provide any information reasonably requested by SunTrust for any registration of shares of SunTrust Common Stock issued in the Merger and any regulatory application or filing made or approval sought for the transactions contemplated by the Merger Agreement. Stockholder waives all rights available to it under the Georgia Business Corporation Code to demand appraisal or dissenters’ rights with respect to the Securities.
7.13 Remedies Not Exclusive . All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity will be cumulative and not alternative, and the exercise of any thereof by either party will not preclude the simultaneous or later exercise of any other such right, power or remedy by such party.
 
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IN WITNESS WHEREOF , SunTrust and Stockholder have caused this Agreement to be duly executed as of the day and year first above written.

SUNTRUST BANKS, INC.	
		
By:	 	/s/ Richard G. Blumberg	
Name:	 	Richard G. Blumberg	
Title:	 	Senior Vice President	
		
	 	/s/ James H. Moore	
	 	James H. Moore	
 
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Exhibit 11
VOTING AGREEMENT
THIS VOTING AGREEMENT (this “Agreement”) dated as of November 2, 2007, is entered into between SUNTRUST BANKS, INC., a Georgia corporation (“ SunTrust ”), and Samuel L. Oliver, an individual resident of the State of Georgia (“ Stockholder ”), with respect to the shares of common stock, no par value per share (the “ Company Common Stock ”), of GB&T Bancshares, Inc., a Georgia corporation (the “ Company ”), owned by Stockholder.
WITNESSETH:
WHEREAS, SunTrust and the Company have entered into an Agreement and Plan of Merger dated as of the date hereof (the “ Merger Agreement ”) pursuant to which the Company will merge with and into SunTrust or a subsidiary of SunTrust (the “ Merger ”); 
WHEREAS, as of the date hereof, Stockholder beneficially and of record owns and has the power to vote 91,319 shares of Company Common Stock (together with (i) any securities issued or exchanged with respect to such shares of Company Common Stock, and upon any recapitalization, reclassification, merger, consolidation, spin-off, partial or complete liquidation, stock dividend, split-up or combination of the securities of the Company or any other change in the Company’s capital structure and (ii) any other shares of Company Common Stock otherwise owned by Stockholder on the date hereof or acquired by Stockholder on or after the date hereof, the “ Securities ”); and
WHEREAS, SunTrust desires to enter into this Agreement in connection with its efforts to consummate an acquisition of the Company, and SunTrust requires that Stockholder enter into this Agreement as a condition to its willingness to enter into the Merger Agreement.
NOW, THEREFORE, in contemplation of the foregoing and in consideration of the mutual agreements, covenants, representations and warranties contained herein and intending to be legally bound hereby, the parties hereto agree as follows:
1. Definitions . Capitalized terms used but not defined in this Agreement are used in this Agreement with the same meanings given to such terms in the Merger Agreement.
2. Certain Covenants .
2.1 Disposition . Stockholder hereby covenants and agrees during the term of this Agreement that (a) except as consented to in writing by SunTrust in its sole discretion, Stockholder will not sell, transfer, assign, pledge, hypothecate, tender or otherwise dispose of or limit its right to vote in any manner any of the Securities, or agree to do any of the foregoing, and (b) Stockholder will not take any action which would have the effect of preventing or disabling Stockholder from performing its obligations under this Agreement.

2.2 No Solicitation . During the term of this Agreement, subject to Section 7.2 of this Agreement, neither Stockholder nor any of the representatives or affiliates of Stockholder (including any investment banker, attorney or accountant retained by Stockholder or by any Subsidiary of Stockholder) shall (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any Alternative Transaction or any inquiries or the making of any proposal which may lead to an Alternative Transaction, (ii) furnish any information to any Person in connection with or in response to an Alternative Transaction or an inquiry or indication of interest that could lead to an Alternative Transaction, (iii) participate in any discussions or negotiations regarding any Alternative Transaction, (iv) enter into any contract or agreement regarding any Alternative Transaction or (v) approve, endorse or recommend, or otherwise make or authorize any statement, recommendation or solicitation in support of, any Alternative Transaction. Stockholder and its representatives and affiliates immediately shall cease and cause to be terminated any existing activities, discussions or negotiations with any parties with respect to any Alternative Transaction.
2.3 Voting Agreement .
(a) Stockholder has revoked or terminated any proxies, voting agreements or similar arrangements previously given or entered into with respect to the Securities.
(b) Unless SunTrust votes the Securities directly pursuant to the proxy granted in Section 2.4, Stockholder agrees to vote (and exercise any written consent with respect to) the Securities during the term of this Agreement (i) for the adoption and approval of the Merger Agreement and the Merger (in each case as amended from time to time), (ii) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, and (iii) against any other action or agreement that would result in a breach of any representation, warranty, covenant or agreement of the Company contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilled, in the case of each clauses (i), (ii) and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the Company, in lieu of a meeting or otherwise.
(c) This Agreement shall not be terminated by any act of Stockholder or by operation of law, whether by the death or incapacity of Stockholder or by the occurrence of any other event or events (including, without limiting the foregoing, the termination of any trust or estate for which Stockholder is acting as a fiduciary or fiduciaries or the dissolution or liquidation of any corporation or partnership). If between the execution hereof and the Termination Date, Stockholder should die or become incapacitated, or if any trust or estate holding the Securities should be terminated, or if any corporation or partnership holding the Securities should be dissolved or liquidated, or if any other such similar event or events shall occur before the Termination Date, certificates representing the Securities shall be delivered by or on behalf of
 
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Stockholder in accordance with the terms and conditions of the Merger Agreement and this Agreement, and actions taken by Stockholder hereunder shall be as valid as if such death, incapacity, termination, dissolution, liquidation or other similar event or events had not occurred, regardless of whether or not SunTrust has received notice of such death, incapacity, termination, dissolution, liquidation or other event.
2.4 Proxy .
(a) Stockholder by this Agreement does hereby constitute and appoint SunTrust, or any nominee of SunTrust, with full power of substitution, during and for the Proxy Term, as Stockholder’s true and lawful attorney and irrevocable proxy, for and in Stockholder’s name, place and stead, to vote the Securities of Stockholder as Stockholder’s proxy, at every meeting of the Company’s stockholders or any adjournment thereof (or, as applicable, to instruct and direct any holder of record of such Securities to vote such Securities) or execute its proxy with respect to such Securities at every meeting of the Company’s stockholders or any adjournment thereof, (i) for the adoption and approval of the Merger Agreement and the Merger (in each case as amended from time to time), (ii) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such action, and (iii) against any other action or agreement that would result in a breach of any representation, warranty, covenant or agreement of the Company contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilled, unless SunTrust determines to vote or consent in favor of such action, in the case of each clauses (i), (ii) and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the Company, in lieu of a meeting or otherwise. Stockholder intends this proxy to be irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxy previously granted by Stockholder with respect to its Securities. Stockholder acknowledges that, pursuant to the authority hereby granted under the irrevocable proxy, SunTrust may vote Stockholder’s Shares in furtherance of its own interests, and SunTrust is not acting as a fiduciary for Stockholder.
(b) For purposes of this Agreement, “ Proxy Term ” means the period from the execution of this Agreement until the Termination Date.
(c) Stockholder agrees that the irrevocable proxy set forth in this Section 2.4 hereof shall not be terminated by any act of Stockholder or by operation of law, other than upon expiration of the Proxy Term.
2.5 Public Announcement . Stockholder shall consult with SunTrust before issuing any press releases or otherwise making any public statements with respect to the transactions contemplated herein and shall not issue any such press release or make any such public statement without the approval of SunTrust, except as may be required by law.
 
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2.6 Disclosure . Stockholder hereby authorizes SunTrust to publish and disclose in any announcement or disclosure required by the Securities and Exchange Commission (the “ SEC ”) or the New York Stock Exchange (the “ NYSE ”) or any other national securities exchange its identity and ownership of the Securities and the nature of its commitments, arrangements and understandings under this Agreement.
2.7 Stop Transfer Instruction .
(a) Promptly following the date hereof, Stockholder and SunTrust shall deliver joint written instructions to the Company and to the Company’s transfer agent stating that the Securities may not be sold, transferred, pledged, assigned, hypothecated, tendered or otherwise disposed of in any manner without the prior written consent of SunTrust or except in accordance with the terms and conditions of this Agreement.
(b) Promptly following the date hereof, Stockholder shall cause a legend to be placed on the certificates (to the extent the Securities are certificated) representing the Securities as set forth below:
“The Securities represented by this certificate are subject to restrictions on transfer and may not be sold, transferred, pledged, assigned, hypothecated, tendered or otherwise disposed of except in accordance with and subject to the terms and conditions of a Voting Agreement dated November 2, 2007, between the registered holder hereof and SunTrust Banks, Inc.”
2.8 The parties hereto agree that the legend set forth above shall be removed only upon delivery to the Company’s transfer agent of written notice signed by SunTrust (which notice shall not be unreasonably withheld or delayed) that this Agreement has terminated and the restrictions set forth in the legend above are of no further force and effect.
3. Representations and Warranties of Stockholder . Stockholder hereby represents and warrants to SunTrust as follows:
3.1 Ownership . Stockholder has good and valid title to, and is the sole legal and beneficial owner of the Securities, in each case free and clear of all liabilities, claims, liens, options, proxies, charges, participations and encumbrances of any kind or character whatsoever (other than any restrictions under applicable federal and state securities laws).
3.2 Authorization . Stockholder has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and has sole voting power and sole power of disposition, with respect to the Securities with no restrictions on its voting rights or rights of disposition pertaining thereto (other than any restrictions under applicable federal and state securities laws). Stockholder has duly executed and delivered this Agreement and this Agreement is a legal, valid and binding agreement of Stockholder, enforceable against Stockholder in accordance with its terms, subject to the qualification, however, that enforcement of the rights and remedies created hereby is subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general application related to
 
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or affecting creditors’ rights and to general equity principles. No state anti-takeover or similar statute is applicable to SunTrust or the Company or the Surviving Corporation in connection with the Merger, the Merger Agreement or this Agreement or any of the transactions contemplated hereby or thereby.
3.3 No Violation . Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (a) require Stockholder to file or register with, or obtain any material permit, authorization, consent or approval of, any governmental agency, authority, administrative or regulatory body, court or other tribunal, foreign or domestic, or any other entity, or (b) violate, or cause a breach of or default under, any contract, agreement or understanding, any statute or law, or any judgment, decree, order, regulation or rule of any governmental agency, authority, administrative or regulatory body, court or other tribunal, foreign or domestic, or any other entity or any arbitration award binding upon Stockholder. No proceedings are pending which, if adversely determined, will have an adverse effect on any ability to vote or dispose of any of the Securities. Stockholder has not previously assigned or sold any of the Securities to any third party.
3.4 Accredited Investor/ Stockholder Has Adequate Information . Stockholder is acquiring the SunTrust Common Stock to be issued in the Merger for Stockholder’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act of 1933, as amended (the “Act”), or any applicable state securities laws and Stockholder shall not dispose of such SunTrust Common Stock in contravention of the Act or any applicable state securities laws. Stockholder is an “accredited investor”, as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended. Stockholder is a sophisticated seller with respect to the Securities and has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Securities and has independently and without reliance upon SunTrust and based on such information as Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Stockholder acknowledges that SunTrust has neither made nor makes any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement. Stockholder acknowledges that the agreements contained herein with respect to the Securities by Stockholder is irrevocable, and that Stockholder shall have no recourse to the Securities or SunTrust, except with respect to breaches of representations, warranties, covenants and agreements expressly set forth in this Agreement.
3.5 SunTrust’s Excluded Information . Stockholder acknowledges and confirms that (a) SunTrust may possess or hereafter come into possession of certain non-public information concerning the Securities and the Company which is not known to Stockholder and which may be material to Stockholder’s decision to sell the Securities (“ SunTrust’s Excluded Information ”), (b) Stockholder has requested not to receive SunTrust’s Excluded Information and has determined to sell the Securities notwithstanding its lack of knowledge of SunTrust’s Excluded Information, and (c) SunTrust shall have no liability or obligation to Stockholder in connection with, and Stockholder hereby waives and releases SunTrust from, any claims which Stockholder or its successors and assigns may have against SunTrust (whether pursuant to applicable Securities, laws or otherwise) with respect to the non-disclosure of SunTrust’s Excluded Information; provided , however , nothing contained in this Section 3.5 shall limit Stockholder’s right to rely upon the
 
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express representations and warranties made by SunTrust in this Agreement, or Stockholder’s remedies in respect of breaches of any such representations and warranties.
3.6 No Setoff . Stockholder has no liability or obligation related to or in connection with the Securities other than the obligations to SunTrust as set forth in this Agreement. There are no legal or equitable defenses or counterclaims that have been or may be asserted by or on behalf of the Company, as applicable, to reduce the amount of the Securities or affect the validity or enforceability of the Securities.
4. Representations and Warranties of SunTrust . SunTrust hereby represents and warrants to Stockholder as follows:
4.1 Authorization . SunTrust has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. SunTrust has duly executed and delivered this Agreement and this Agreement is a legal, valid and binding agreement of SunTrust, enforceable against SunTrust in accordance with its terms, subject to the qualification however, that enforcement of the rights and remedies created hereby is subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general application related to or affecting creditors’ rights and to general equity principles.
4.2 No Violation . Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (a) require SunTrust to file or register with, or obtain any material permit, authorization, consent or approval of, any governmental agency, authority, administrative or regulatory body, court or other tribunal, foreign or domestic, or any other entity, in any case other than as contemplated by this Agreement or the Merger Agreement or (b) violate, or cause a breach of or default under, any contract, agreement or understanding, any statute or law, or any judgment, decree, order, regulation or rule of any governmental agency, authority, administrative or regulatory body, court or other tribunal, foreign or domestic, or any other entity or any arbitration award binding upon SunTrust, except for such violations, breaches or defaults which are not reasonably likely to have a material adverse effect on SunTrust’s ability to satisfy its obligations under this Agreement.
5. No Control . Nothing contained in this Agreement shall give SunTrust the right to control or direct the Company or the Company’s operations.
6. Specific Performance . Stockholder acknowledges that SunTrust will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of Stockholder which are contained in this Agreement. It is accordingly agreed that, in addition to any other remedies which may be available to SunTrust upon the breach by Stockholder of such covenants and agreements, SunTrust shall have the right to obtain injunctive relief to restrain any breach or threatened breach of such covenants or agreements or otherwise to obtain specific performance of any of such covenants or agreements.
7. Miscellaneous .
 
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7.1 Term . This Agreement shall terminate upon the earlier of (a) the consummation of the Merger and (b) the termination of the Merger Agreement pursuant to its terms (the “ Termination Date ”). At the Termination Date, this Agreement shall thereupon become void and be of no further force and effect, provided that nothing herein shall relieve any party from liability hereof for breaches of this Agreement prior to the Termination Date.
7.2 Fiduciary Duties . Notwithstanding anything in this Agreement to the contrary: (a) Stockholder makes no agreement or understanding herein in any capacity other than in Stockholder’s capacity as a record holder and beneficial owner of Securities, (b) nothing herein shall be construed to limit or affect any action or inaction by Stockholder in his capacity as a director or officer of the Company, and (c) Stockholder shall have no liability to SunTrust or any of its affiliates under this Agreement or otherwise as a result of any action or inaction by Stockholder acting in his capacity as a director or officer of the Company.
7.3 Expenses . Each of the parties hereto shall pay its own expenses incurred in connection with this Agreement. Each of the parties hereto warrants and covenants to the others that it will bear all claims for brokerage fees attributable to action taken by it.
7.4 Binding Effect . This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective representatives and permitted successors and assigns.
7.5 Entire Agreement . This Agreement contains the entire understanding of the parties and supersedes all prior agreements and understandings between the parties with respect to its subject matter. This Agreement may be amended only by a written instrument duly executed by the parties hereto.
7.6 Headings . The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Time is of the essence with respect to all provisions of this Agreement.
7.7 Assignment . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. No party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party; provided , however , that SunTrust may freely assign its rights to an affiliate of SunTrust without such prior written approval but no such assignment shall relieve SunTrust of any of its obligations hereunder. Any purported assignment without such consent shall be void.
7.8 Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be an original, but each of which together shall constitute one and the same Agreement.
7.9 Notices . All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by confirmed facsimile or by registered or certified mail
 
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(postage prepaid, return receipt requested) to the respective parties at the following addresses, or at such other address for a party as shall be specified in a notice given in accordance with this Section 7.9:

if to SunTrust:	  	c/o SunTrust Banks, Inc.	
	  	303 Peachtree Street, NE, 29 th Floor	
	  	Atlanta, Georgia 30308	
	  	Attn: Raymond D. Fortin	
	  	Facsimile: (404) 724-3550	
		
with a copy to:	  	King & Spalding LLP	
	  	1180 Peachtree Street NE	
	  	Atlanta, GA 30309	
	  	Attn: C. William Baxley	
	  	Facsimile: (404) 572-5132	
		
if to Stockholder:	  	Samuel L. Oliver	
	  	3075 Lauren Springs Rd.	
	  	Gainesville, GA 30506	
		
with a copy to:	  	Troutman Sanders LLP	
	  	600 Peachtree Street	
	  	5200	
	  	Atlanta, GA 30308	
	  	Attn: David Ghegan	
	  	Facsimile: (404) 962-6599	
7.10 Governing Law . This Agreement shall be governed and construed in accordance with the internal laws of the State of Georgia applicable to contracts made and wholly performed within such state, without regard to any applicable conflicts-of-law principles. The parties agree that any suit, action or proceeding brought by either party to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in any federal court located in Atlanta, Georgia having jurisdiction over the matter; provided , however , that if such a federal court does not have jurisdiction over the matter, any aforementioned suit, action or proceeding shall be brought in a state court located in Atlanta, Georgia having jurisdiction over the matter. Each of the parties submits to the jurisdiction of any such court in any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of, or in connection with, this Agreement or the transactions contemplated hereby and hereby irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in such action or proceeding. Each party irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties irrevocably waives the right to trial by jury, and each of the parties irrevocably consents to service of process by first class certified mail, return receipt
 
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requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 7.9.
7.11 Enforceability . The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
7.12 Further Assurances . Stockholder will use all reasonable efforts to cooperate with SunTrust in connection with the Merger, promptly take such actions as are necessary or appropriate to consummate the Merger, and provide any information reasonably requested by SunTrust for any registration of shares of SunTrust Common Stock issued in the Merger and any regulatory application or filing made or approval sought for the transactions contemplated by the Merger Agreement. Stockholder waives all rights available to it under the Georgia Business Corporation Code to demand appraisal or dissenters’ rights with respect to the Securities.
7.13 Remedies Not Exclusive . All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity will be cumulative and not alternative, and the exercise of any thereof by either party will not preclude the simultaneous or later exercise of any other such right, power or remedy by such party.
 
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IN WITNESS WHEREOF , SunTrust and Stockholder have caused this Agreement to be duly executed as of the day and year first above written.

SUNTRUST BANKS, INC.	
		
By:	 	/s/ Richard G. Blumberg	
Name:	 	Richard G. Blumberg	
Title:	 	Senior Vice President	
		
	 	/s/ Samuel L. Oliver	
	 	Samuel L. Oliver	
 
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Exhibit 12
VOTING AGREEMENT
THIS VOTING AGREEMENT (this “Agreement”) dated as of November 2, 2007, is entered into between SUNTRUST BANKS, INC., a Georgia corporation (“ SunTrust ”), and Alan A. Wayne, an individual resident of the State of Georgia (“ Stockholder ”), with respect to the shares of common stock, no par value per share (the “ Company Common Stock ”), of GB&T Bancshares, Inc., a Georgia corporation (the “ Company ”), owned by Stockholder.
WITNESSETH:
WHEREAS, SunTrust and the Company have entered into an Agreement and Plan of Merger dated as of the date hereof (the “ Merger Agreement ”) pursuant to which the Company will merge with and into SunTrust or a subsidiary of SunTrust (the “ Merger ”); 
WHEREAS, as of the date hereof, Stockholder beneficially and of record owns and has the power to vote 36,163 shares of Company Common Stock (together with (i) any securities issued or exchanged with respect to such shares of Company Common Stock, and upon any recapitalization, reclassification, merger, consolidation, spin-off, partial or complete liquidation, stock dividend, split-up or combination of the securities of the Company or any other change in the Company’s capital structure and (ii) any other shares of Company Common Stock otherwise owned by Stockholder on the date hereof or acquired by Stockholder on or after the date hereof, the “ Securities ”); and
WHEREAS, SunTrust desires to enter into this Agreement in connection with its efforts to consummate an acquisition of the Company, and SunTrust requires that Stockholder enter into this Agreement as a condition to its willingness to enter into the Merger Agreement.
NOW, THEREFORE, in contemplation of the foregoing and in consideration of the mutual agreements, covenants, representations and warranties contained herein and intending to be legally bound hereby, the parties hereto agree as follows:
1. Definitions . Capitalized terms used but not defined in this Agreement are used in this Agreement with the same meanings given to such terms in the Merger Agreement.
2. Certain Covenants .
2.1 Disposition . Stockholder hereby covenants and agrees during the term of this Agreement that (a) except as consented to in writing by SunTrust in its sole discretion, Stockholder will not sell, transfer, assign, pledge, hypothecate, tender or otherwise dispose of or limit its right to vote in any manner any of the Securities, or agree to do any of the foregoing, and (b) Stockholder will not take any action which would have the effect of preventing or disabling Stockholder from performing its obligations under this Agreement.

2.2 No Solicitation . During the term of this Agreement, subject to Section 7.2 of this Agreement, neither Stockholder nor any of the representatives or affiliates of Stockholder (including any investment banker, attorney or accountant retained by Stockholder or by any Subsidiary of Stockholder) shall (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any Alternative Transaction or any inquiries or the making of any proposal which may lead to an Alternative Transaction, (ii) furnish any information to any Person in connection with or in response to an Alternative Transaction or an inquiry or indication of interest that could lead to an Alternative Transaction, (iii) participate in any discussions or negotiations regarding any Alternative Transaction, (iv) enter into any contract or agreement regarding any Alternative Transaction or (v) approve, endorse or recommend, or otherwise make or authorize any statement, recommendation or solicitation in support of, any Alternative Transaction. Stockholder and its representatives and affiliates immediately shall cease and cause to be terminated any existing activities, discussions or negotiations with any parties with respect to any Alternative Transaction.
2.3 Voting Agreement .
(a) Stockholder has revoked or terminated any proxies, voting agreements or similar arrangements previously given or entered into with respect to the Securities.
(b) Unless SunTrust votes the Securities directly pursuant to the proxy granted in Section 2.4, Stockholder agrees to vote (and exercise any written consent with respect to) the Securities during the term of this Agreement (i) for the adoption and approval of the Merger Agreement and the Merger (in each case as amended from time to time), (ii) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, and (iii) against any other action or agreement that would result in a breach of any representation, warranty, covenant or agreement of the Company contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilled, in the case of each clauses (i), (ii) and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the Company, in lieu of a meeting or otherwise.
(c) This Agreement shall not be terminated by any act of Stockholder or by operation of law, whether by the death or incapacity of Stockholder or by the occurrence of any other event or events (including, without limiting the foregoing, the termination of any trust or estate for which Stockholder is acting as a fiduciary or fiduciaries or the dissolution or liquidation of any corporation or partnership). If between the execution hereof and the Termination Date, Stockholder should die or become incapacitated, or if any trust or estate holding the Securities should be terminated, or if any corporation or partnership holding the Securities should be dissolved or liquidated, or if any other such similar event or events shall occur before the Termination Date, certificates representing the Securities shall be delivered by or on behalf of
 
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Stockholder in accordance with the terms and conditions of the Merger Agreement and this Agreement, and actions taken by Stockholder hereunder shall be as valid as if such death, incapacity, termination, dissolution, liquidation or other similar event or events had not occurred, regardless of whether or not SunTrust has received notice of such death, incapacity, termination, dissolution, liquidation or other event.
2.4 Proxy .
(a) Stockholder by this Agreement does hereby constitute and appoint SunTrust, or any nominee of SunTrust, with full power of substitution, during and for the Proxy Term, as Stockholder’s true and lawful attorney and irrevocable proxy, for and in Stockholder’s name, place and stead, to vote the Securities of Stockholder as Stockholder’s proxy, at every meeting of the Company’s stockholders or any adjournment thereof (or, as applicable, to instruct and direct any holder of record of such Securities to vote such Securities) or execute its proxy with respect to such Securities at every meeting of the Company’s stockholders or any adjournment thereof, (i) for the adoption and approval of the Merger Agreement and the Merger (in each case as amended from time to time), (ii) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such action, and (iii) against any other action or agreement that would result in a breach of any representation, warranty, covenant or agreement of the Company contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilled, unless SunTrust determines to vote or consent in favor of such action, in the case of each clauses (i), (ii) and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the Company, in lieu of a meeting or otherwise. Stockholder intends this proxy to be irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxy previously granted by Stockholder with respect to its Securities. Stockholder acknowledges that, pursuant to the authority hereby granted under the irrevocable proxy, SunTrust may vote Stockholder’s Shares in furtherance of its own interests, and SunTrust is not acting as a fiduciary for Stockholder.
(b) For purposes of this Agreement, “ Proxy Term ” means the period from the execution of this Agreement until the Termination Date.
(c) Stockholder agrees that the irrevocable proxy set forth in this Section 2.4 hereof shall not be terminated by any act of Stockholder or by operation of law, other than upon expiration of the Proxy Term.
2.5 Public Announcement . Stockholder shall consult with SunTrust before issuing any press releases or otherwise making any public statements with respect to the transactions contemplated herein and shall not issue any such press release or make any such public statement without the approval of SunTrust, except as may be required by law.
 
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2.6 Disclosure . Stockholder hereby authorizes SunTrust to publish and disclose in any announcement or disclosure required by the Securities and Exchange Commission (the “ SEC ”) or the New York Stock Exchange (the “ NYSE ”) or any other national securities exchange its identity and ownership of the Securities and the nature of its commitments, arrangements and understandings under this Agreement.
2.7 Stop Transfer Instruction .
(a) Promptly following the date hereof, Stockholder and SunTrust shall deliver joint written instructions to the Company and to the Company’s transfer agent stating that the Securities may not be sold, transferred, pledged, assigned, hypothecated, tendered or otherwise disposed of in any manner without the prior written consent of SunTrust or except in accordance with the terms and conditions of this Agreement.
(b) Promptly following the date hereof, Stockholder shall cause a legend to be placed on the certificates (to the extent the Securities are certificated) representing the Securities as set forth below:
“The Securities represented by this certificate are subject to restrictions on transfer and may not be sold, transferred, pledged, assigned, hypothecated, tendered or otherwise disposed of except in accordance with and subject to the terms and conditions of a Voting Agreement dated November 2, 2007, between the registered holder hereof and SunTrust Banks, Inc.”
2.8 The parties hereto agree that the legend set forth above shall be removed only upon delivery to the Company’s transfer agent of written notice signed by SunTrust (which notice shall not be unreasonably withheld or delayed) that this Agreement has terminated and the restrictions set forth in the legend above are of no further force and effect.
3. Representations and Warranties of Stockholder . Stockholder hereby represents and warrants to SunTrust as follows:
3.1 Ownership . Stockholder has good and valid title to, and is the sole legal and beneficial owner of the Securities, in each case free and clear of all liabilities, claims, liens, options, proxies, charges, participations and encumbrances of any kind or character whatsoever (other than any restrictions under applicable federal and state securities laws).
3.2 Authorization . Stockholder has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and has sole voting power and sole power of disposition, with respect to the Securities with no restrictions on its voting rights or rights of disposition pertaining thereto (other than any restrictions under applicable federal and state securities laws). Stockholder has duly executed and delivered this Agreement and this Agreement is a legal, valid and binding agreement of Stockholder, enforceable against Stockholder in accordance with its terms, subject to the qualification, however, that enforcement of the rights and remedies created hereby is subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general application related to
 
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or affecting creditors’ rights and to general equity principles. No state anti-takeover or similar statute is applicable to SunTrust or the Company or the Surviving Corporation in connection with the Merger, the Merger Agreement or this Agreement or any of the transactions contemplated hereby or thereby.
3.3 No Violation . Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (a) require Stockholder to file or register with, or obtain any material permit, authorization, consent or approval of, any governmental agency, authority, administrative or regulatory body, court or other tribunal, foreign or domestic, or any other entity, or (b) violate, or cause a breach of or default under, any contract, agreement or understanding, any statute or law, or any judgment, decree, order, regulation or rule of any governmental agency, authority, administrative or regulatory body, court or other tribunal, foreign or domestic, or any other entity or any arbitration award binding upon Stockholder. No proceedings are pending which, if adversely determined, will have an adverse effect on any ability to vote or dispose of any of the Securities. Stockholder has not previously assigned or sold any of the Securities to any third party.
3.4 Accredited Investor/ Stockholder Has Adequate Information . Stockholder is acquiring the SunTrust Common Stock to be issued in the Merger for Stockholder’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act of 1933, as amended (the “Act”), or any applicable state securities laws and Stockholder shall not dispose of such SunTrust Common Stock in contravention of the Act or any applicable state securities laws. Stockholder is an “accredited investor”, as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended. Stockholder is a sophisticated seller with respect to the Securities and has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Securities and has independently and without reliance upon SunTrust and based on such information as Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Stockholder acknowledges that SunTrust has neither made nor makes any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement. Stockholder acknowledges that the agreements contained herein with respect to the Securities by Stockholder is irrevocable, and that Stockholder shall have no recourse to the Securities or SunTrust, except with respect to breaches of representations, warranties, covenants and agreements expressly set forth in this Agreement.
3.5 SunTrust’s Excluded Information . Stockholder acknowledges and confirms that (a) SunTrust may possess or hereafter come into possession of certain non-public information concerning the Securities and the Company which is not known to Stockholder and which may be material to Stockholder’s decision to sell the Securities (“ SunTrust’s Excluded Information ”), (b) Stockholder has requested not to receive SunTrust’s Excluded Information and has determined to sell the Securities notwithstanding its lack of knowledge of SunTrust’s Excluded Information, and (c) SunTrust shall have no liability or obligation to Stockholder in connection with, and Stockholder hereby waives and releases SunTrust from, any claims which Stockholder or its successors and assigns may have against SunTrust (whether pursuant to applicable Securities, laws or otherwise) with respect to the non-disclosure of SunTrust’s Excluded Information; provided , however , nothing contained in this Section 3.5 shall limit Stockholder’s right to rely upon the
 
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express representations and warranties made by SunTrust in this Agreement, or Stockholder’s remedies in respect of breaches of any such representations and warranties.
3.6 No Setoff . Stockholder has no liability or obligation related to or in connection with the Securities other than the obligations to SunTrust as set forth in this Agreement. There are no legal or equitable defenses or counterclaims that have been or may be asserted by or on behalf of the Company, as applicable, to reduce the amount of the Securities or affect the validity or enforceability of the Securities.
4. Representations and Warranties of SunTrust . SunTrust hereby represents and warrants to Stockholder as follows:
4.1 Authorization . SunTrust has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. SunTrust has duly executed and delivered this Agreement and this Agreement is a legal, valid and binding agreement of SunTrust, enforceable against SunTrust in accordance with its terms, subject to the qualification however, that enforcement of the rights and remedies created hereby is subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general application related to or affecting creditors’ rights and to general equity principles.
4.2 No Violation . Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (a) require SunTrust to file or register with, or obtain any material permit, authorization, consent or approval of, any governmental agency, authority, administrative or regulatory body, court or other tribunal, foreign or domestic, or any other entity, in any case other than as contemplated by this Agreement or the Merger Agreement or (b) violate, or cause a breach of or default under, any contract, agreement or understanding, any statute or law, or any judgment, decree, order, regulation or rule of any governmental agency, authority, administrative or regulatory body, court or other tribunal, foreign or domestic, or any other entity or any arbitration award binding upon SunTrust, except for such violations, breaches or defaults which are not reasonably likely to have a material adverse effect on SunTrust’s ability to satisfy its obligations under this Agreement.
5. No Control . Nothing contained in this Agreement shall give SunTrust the right to control or direct the Company or the Company’s operations.
6. Specific Performance . Stockholder acknowledges that SunTrust will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of Stockholder which are contained in this Agreement. It is accordingly agreed that, in addition to any other remedies which may be available to SunTrust upon the breach by Stockholder of such covenants and agreements, SunTrust shall have the right to obtain injunctive relief to restrain any breach or threatened breach of such covenants or agreements or otherwise to obtain specific performance of any of such covenants or agreements.
7. Miscellaneous .
 
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7.1 Term . This Agreement shall terminate upon the earlier of (a) the consummation of the Merger and (b) the termination of the Merger Agreement pursuant to its terms (the “ Termination Date ”). At the Termination Date, this Agreement shall thereupon become void and be of no further force and effect, provided that nothing herein shall relieve any party from liability hereof for breaches of this Agreement prior to the Termination Date.
7.2 Fiduciary Duties . Notwithstanding anything in this Agreement to the contrary: (a) Stockholder makes no agreement or understanding herein in any capacity other than in Stockholder’s capacity as a record holder and beneficial owner of Securities, (b) nothing herein shall be construed to limit or affect any action or inaction by Stockholder in his capacity as a director or officer of the Company, and (c) Stockholder shall have no liability to SunTrust or any of its affiliates under this Agreement or otherwise as a result of any action or inaction by Stockholder acting in his capacity as a director or officer of the Company.
7.3 Expenses . Each of the parties hereto shall pay its own expenses incurred in connection with this Agreement. Each of the parties hereto warrants and covenants to the others that it will bear all claims for brokerage fees attributable to action taken by it.
7.4 Binding Effect . This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective representatives and permitted successors and assigns.
7.5 Entire Agreement . This Agreement contains the entire understanding of the parties and supersedes all prior agreements and understandings between the parties with respect to its subject matter. This Agreement may be amended only by a written instrument duly executed by the parties hereto.
7.6 Headings . The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Time is of the essence with respect to all provisions of this Agreement.
7.7 Assignment . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. No party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party; provided , however , that SunTrust may freely assign its rights to an affiliate of SunTrust without such prior written approval but no such assignment shall relieve SunTrust of any of its obligations hereunder. Any purported assignment without such consent shall be void.
7.8 Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be an original, but each of which together shall constitute one and the same Agreement.
7.9 Notices . All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by confirmed facsimile or by registered or certified mail
 
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(postage prepaid, return receipt requested) to the respective parties at the following addresses, or at such other address for a party as shall be specified in a notice given in accordance with this Section 7.9:

if to SunTrust:	  	c/o SunTrust Banks, Inc.	
	  	303 Peachtree Street, NE, 29 th Floor	
	  	Atlanta, Georgia 30308	
	  	Attn: Raymond D. Fortin	
	  	Facsimile: (404) 724-3550	
		
with a copy to:	  	King & Spalding LLP	
	  	1180 Peachtree Street NE	
	  	Atlanta, GA 30309	
	  	Attn: C. William Baxley	
	  	Facsimile: (404) 572-5132	
		
if to Stockholder:	  	Alan A. Wayne	
	  	5763 Wayne Crest Rd.	
	  	Flowery Branch, GA 30542	
		
with a copy to:	  	Troutman Sanders LLP	
	  	600 Peachtree Street	
	  	5200	
	  	Atlanta, GA 30308	
	  	Attn: David Ghegan	
	  	Facsimile: (404) 962-6599	
7.10 Governing Law . This Agreement shall be governed and construed in accordance with the internal laws of the State of Georgia applicable to contracts made and wholly performed within such state, without regard to any applicable conflicts-of-law principles. The parties agree that any suit, action or proceeding brought by either party to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in any federal court located in Atlanta, Georgia having jurisdiction over the matter; provided , however , that if such a federal court does not have jurisdiction over the matter, any aforementioned suit, action or proceeding shall be brought in a state court located in Atlanta, Georgia having jurisdiction over the matter. Each of the parties submits to the jurisdiction of any such court in any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of, or in connection with, this Agreement or the transactions contemplated hereby and hereby irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in such action or proceeding. Each party irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties irrevocably waives the right to trial by jury, and each of the parties irrevocably consents to service of process by first class certified mail, return receipt
 
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requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 7.9.
7.11 Enforceability . The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
7.12 Further Assurances . Stockholder will use all reasonable efforts to cooperate with SunTrust in connection with the Merger, promptly take such actions as are necessary or appropriate to consummate the Merger, and provide any information reasonably requested by SunTrust for any registration of shares of SunTrust Common Stock issued in the Merger and any regulatory application or filing made or approval sought for the transactions contemplated by the Merger Agreement. Stockholder waives all rights available to it under the Georgia Business Corporation Code to demand appraisal or dissenters’ rights with respect to the Securities.
7.13 Remedies Not Exclusive . All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity will be cumulative and not alternative, and the exercise of any thereof by either party will not preclude the simultaneous or later exercise of any other such right, power or remedy by such party.
 
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IN WITNESS WHEREOF , SunTrust and Stockholder have caused this Agreement to be duly executed as of the day and year first above written.

SUNTRUST BANKS, INC.	
		
By:	 	/s/ Richard G. Blumberg	
Name:	 	Richard G. Blumberg	
Title:	 	Senior Vice President	
		
	 	/s/ Alan A. Wayne	
	 	Alan A. Wayne	
 
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Exhibit 13
VOTING AGREEMENT
THIS VOTING AGREEMENT (this “Agreement”) dated as of November 2, 2007, is entered into between SUNTRUST BANKS, INC., a Georgia corporation (“ SunTrust ”), and Philip A. Wilheit, an individual resident of the State of Georgia (“ Stockholder ”), with respect to the shares of common stock, no par value per share (the “ Company Common Stock ”), of GB&T Bancshares, Inc., a Georgia corporation (the “ Company ”), owned by Stockholder.
WITNESSETH:
WHEREAS, SunTrust and the Company have entered into an Agreement and Plan of Merger dated as of the date hereof (the “ Merger Agreement ”) pursuant to which the Company will merge with and into SunTrust or a subsidiary of SunTrust (the “ Merger ”); 
WHEREAS, as of the date hereof, Stockholder beneficially and of record owns and has the power to vote 216,984 shares of Company Common Stock (together with (i) any securities issued or exchanged with respect to such shares of Company Common Stock, and upon any recapitalization, reclassification, merger, consolidation, spin-off, partial or complete liquidation, stock dividend, split-up or combination of the securities of the Company or any other change in the Company’s capital structure and (ii) any other shares of Company Common Stock otherwise owned by Stockholder on the date hereof or acquired by Stockholder on or after the date hereof, the “ Securities ”); and
WHEREAS, SunTrust desires to enter into this Agreement in connection with its efforts to consummate an acquisition of the Company, and SunTrust requires that Stockholder enter into this Agreement as a condition to its willingness to enter into the Merger Agreement.
NOW, THEREFORE, in contemplation of the foregoing and in consideration of the mutual agreements, covenants, representations and warranties contained herein and intending to be legally bound hereby, the parties hereto agree as follows:
1. Definitions . Capitalized terms used but not defined in this Agreement are used in this Agreement with the same meanings given to such terms in the Merger Agreement.
2. Certain Covenants .
2.1 Disposition . Stockholder hereby covenants and agrees during the term of this Agreement that (a) except as consented to in writing by SunTrust in its sole discretion, Stockholder will not sell, transfer, assign, pledge, hypothecate, tender or otherwise dispose of or limit its right to vote in any manner any of the Securities, or agree to do any of the foregoing, and (b) Stockholder will not take any action which would have the effect of preventing or disabling Stockholder from performing its obligations under this Agreement.

2.2 No Solicitation . During the term of this Agreement, subject to Section 7.2 of this Agreement, neither Stockholder nor any of the representatives or affiliates of Stockholder (including any investment banker, attorney or accountant retained by Stockholder or by any Subsidiary of Stockholder) shall (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any Alternative Transaction or any inquiries or the making of any proposal which may lead to an Alternative Transaction, (ii) furnish any information to any Person in connection with or in response to an Alternative Transaction or an inquiry or indication of interest that could lead to an Alternative Transaction, (iii) participate in any discussions or negotiations regarding any Alternative Transaction, (iv) enter into any contract or agreement regarding any Alternative Transaction or (v) approve, endorse or recommend, or otherwise make or authorize any statement, recommendation or solicitation in support of, any Alternative Transaction. Stockholder and its representatives and affiliates immediately shall cease and cause to be terminated any existing activities, discussions or negotiations with any parties with respect to any Alternative Transaction.
2.3 Voting Agreement .
(a) Stockholder has revoked or terminated any proxies, voting agreements or similar arrangements previously given or entered into with respect to the Securities.
(b) Unless SunTrust votes the Securities directly pursuant to the proxy granted in Section 2.4, Stockholder agrees to vote (and exercise any written consent with respect to) the Securities during the term of this Agreement (i) for the adoption and approval of the Merger Agreement and the Merger (in each case as amended from time to time), (ii) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, and (iii) against any other action or agreement that would result in a breach of any representation, warranty, covenant or agreement of the Company contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilled, in the case of each clauses (i), (ii) and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the Company, in lieu of a meeting or otherwise.
(c) This Agreement shall not be terminated by any act of Stockholder or by operation of law, whether by the death or incapacity of Stockholder or by the occurrence of any other event or events (including, without limiting the foregoing, the termination of any trust or estate for which Stockholder is acting as a fiduciary or fiduciaries or the dissolution or liquidation of any corporation or partnership). If between the execution hereof and the Termination Date, Stockholder should die or become incapacitated, or if any trust or estate holding the Securities should be terminated, or if any corporation or partnership holding the Securities should be dissolved or liquidated, or if any other such similar event or events shall occur before the Termination Date, certificates representing the Securities shall be delivered by or on behalf of
 
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Stockholder in accordance with the terms and conditions of the Merger Agreement and this Agreement, and actions taken by Stockholder hereunder shall be as valid as if such death, incapacity, termination, dissolution, liquidation or other similar event or events had not occurred, regardless of whether or not SunTrust has received notice of such death, incapacity, termination, dissolution, liquidation or other event.
2.4 Proxy .
(a) Stockholder by this Agreement does hereby constitute and appoint SunTrust, or any nominee of SunTrust, with full power of substitution, during and for the Proxy Term, as Stockholder’s true and lawful attorney and irrevocable proxy, for and in Stockholder’s name, place and stead, to vote the Securities of Stockholder as Stockholder’s proxy, at every meeting of the Company’s stockholders or any adjournment thereof (or, as applicable, to instruct and direct any holder of record of such Securities to vote such Securities) or execute its proxy with respect to such Securities at every meeting of the Company’s stockholders or any adjournment thereof, (i) for the adoption and approval of the Merger Agreement and the Merger (in each case as amended from time to time), (ii) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such action, and (iii) against any other action or agreement that would result in a breach of any representation, warranty, covenant or agreement of the Company contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilled, unless SunTrust determines to vote or consent in favor of such action, in the case of each clauses (i), (ii) and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the Company, in lieu of a meeting or otherwise. Stockholder intends this proxy to be irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxy previously granted by Stockholder with respect to its Securities. Stockholder acknowledges that, pursuant to the authority hereby granted under the irrevocable proxy, SunTrust may vote Stockholder’s Shares in furtherance of its own interests, and SunTrust is not acting as a fiduciary for Stockholder.
(b) For purposes of this Agreement, “ Proxy Term ” means the period from the execution of this Agreement until the Termination Date.
(c) Stockholder agrees that the irrevocable proxy set forth in this Section 2.4 hereof shall not be terminated by any act of Stockholder or by operation of law, other than upon expiration of the Proxy Term.
2.5 Public Announcement . Stockholder shall consult with SunTrust before issuing any press releases or otherwise making any public statements with respect to the transactions contemplated herein and shall not issue any such press release or make any such public statement without the approval of SunTrust, except as may be required by law.
 
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2.6 Disclosure . Stockholder hereby authorizes SunTrust to publish and disclose in any announcement or disclosure required by the Securities and Exchange Commission (the “ SEC ”) or the New York Stock Exchange (the “ NYSE ”) or any other national securities exchange its identity and ownership of the Securities and the nature of its commitments, arrangements and understandings under this Agreement.
2.7 Stop Transfer Instruction .
(a) Promptly following the date hereof, Stockholder and SunTrust shall deliver joint written instructions to the Company and to the Company’s transfer agent stating that the Securities may not be sold, transferred, pledged, assigned, hypothecated, tendered or otherwise disposed of in any manner without the prior written consent of SunTrust or except in accordance with the terms and conditions of this Agreement.
(b) Promptly following the date hereof, Stockholder shall cause a legend to be placed on the certificates (to the extent the Securities are certificated) representing the Securities as set forth below:
“The Securities represented by this certificate are subject to restrictions on transfer and may not be sold, transferred, pledged, assigned, hypothecated, tendered or otherwise disposed of except in accordance with and subject to the terms and conditions of a Voting Agreement dated November 2, 2007, between the registered holder hereof and SunTrust Banks, Inc.”
2.8 The parties hereto agree that the legend set forth above shall be removed only upon delivery to the Company’s transfer agent of written notice signed by SunTrust (which notice shall not be unreasonably withheld or delayed) that this Agreement has terminated and the restrictions set forth in the legend above are of no further force and effect.
3. Representations and Warranties of Stockholder . Stockholder hereby represents and warrants to SunTrust as follows:
3.1 Ownership . Stockholder has good and valid title to, and is the sole legal and beneficial owner of the Securities, in each case free and clear of all liabilities, claims, liens, options, proxies, charges, participations and encumbrances of any kind or character whatsoever (other than any restrictions under applicable federal and state securities laws).
3.2 Authorization . Stockholder has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and has sole voting power and sole power of disposition, with respect to the Securities with no restrictions on its voting rights or rights of disposition pertaining thereto (other than any restrictions under applicable federal and state securities laws). Stockholder has duly executed and delivered this Agreement and this Agreement is a legal, valid and binding agreement of Stockholder, enforceable against Stockholder in accordance with its terms, subject to the qualification, however, that enforcement of the rights and remedies created hereby is subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general application related to
 
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or affecting creditors’ rights and to general equity principles. No state anti-takeover or similar statute is applicable to SunTrust or the Company or the Surviving Corporation in connection with the Merger, the Merger Agreement or this Agreement or any of the transactions contemplated hereby or thereby.
3.3 No Violation . Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (a) require Stockholder to file or register with, or obtain any material permit, authorization, consent or approval of, any governmental agency, authority, administrative or regulatory body, court or other tribunal, foreign or domestic, or any other entity, or (b) violate, or cause a breach of or default under, any contract, agreement or understanding, any statute or law, or any judgment, decree, order, regulation or rule of any governmental agency, authority, administrative or regulatory body, court or other tribunal, foreign or domestic, or any other entity or any arbitration award binding upon Stockholder. No proceedings are pending which, if adversely determined, will have an adverse effect on any ability to vote or dispose of any of the Securities. Stockholder has not previously assigned or sold any of the Securities to any third party.
3.4 Accredited Investor/ Stockholder Has Adequate Information . Stockholder is acquiring the SunTrust Common Stock to be issued in the Merger for Stockholder’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act of 1933, as amended (the “Act”), or any applicable state securities laws and Stockholder shall not dispose of such SunTrust Common Stock in contravention of the Act or any applicable state securities laws. Stockholder is an “accredited investor”, as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended. Stockholder is a sophisticated seller with respect to the Securities and has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Securities and has independently and without reliance upon SunTrust and based on such information as Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Stockholder acknowledges that SunTrust has neither made nor makes any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement. Stockholder acknowledges that the agreements contained herein with respect to the Securities by Stockholder is irrevocable, and that Stockholder shall have no recourse to the Securities or SunTrust, except with respect to breaches of representations, warranties, covenants and agreements expressly set forth in this Agreement.
3.5 SunTrust’s Excluded Information . Stockholder acknowledges and confirms that (a) SunTrust may possess or hereafter come into possession of certain non-public information concerning the Securities and the Company which is not known to Stockholder and which may be material to Stockholder’s decision to sell the Securities (“ SunTrust’s Excluded Information ”), (b) Stockholder has requested not to receive SunTrust’s Excluded Information and has determined to sell the Securities notwithstanding its lack of knowledge of SunTrust’s Excluded Information, and (c) SunTrust shall have no liability or obligation to Stockholder in connection with, and Stockholder hereby waives and releases SunTrust from, any claims which Stockholder or its successors and assigns may have against SunTrust (whether pursuant to applicable Securities, laws or otherwise) with respect to the non-disclosure of SunTrust’s Excluded Information; provided , however , nothing contained in this Section 3.5 shall limit Stockholder’s right to rely upon the
 
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express representations and warranties made by SunTrust in this Agreement, or Stockholder’s remedies in respect of breaches of any such representations and warranties.
3.6 No Setoff . Stockholder has no liability or obligation related to or in connection with the Securities other than the obligations to SunTrust as set forth in this Agreement. There are no legal or equitable defenses or counterclaims that have been or may be asserted by or on behalf of the Company, as applicable, to reduce the amount of the Securities or affect the validity or enforceability of the Securities.
4. Representations and Warranties of SunTrust . SunTrust hereby represents and warrants to Stockholder as follows:
4.1 Authorization . SunTrust has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. SunTrust has duly executed and delivered this Agreement and this Agreement is a legal, valid and binding agreement of SunTrust, enforceable against SunTrust in accordance with its terms, subject to the qualification however, that enforcement of the rights and remedies created hereby is subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general application related to or affecting creditors’ rights and to general equity principles.
4.2 No Violation . Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (a) require SunTrust to file or register with, or obtain any material permit, authorization, consent or approval of, any governmental agency, authority, administrative or regulatory body, court or other tribunal, foreign or domestic, or any other entity, in any case other than as contemplated by this Agreement or the Merger Agreement or (b) violate, or cause a breach of or default under, any contract, agreement or understanding, any statute or law, or any judgment, decree, order, regulation or rule of any governmental agency, authority, administrative or regulatory body, court or other tribunal, foreign or domestic, or any other entity or any arbitration award binding upon SunTrust, except for such violations, breaches or defaults which are not reasonably likely to have a material adverse effect on SunTrust’s ability to satisfy its obligations under this Agreement.
5. No Control . Nothing contained in this Agreement shall give SunTrust the right to control or direct the Company or the Company’s operations.
6. Specific Performance . Stockholder acknowledges that SunTrust will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of Stockholder which are contained in this Agreement. It is accordingly agreed that, in addition to any other remedies which may be available to SunTrust upon the breach by Stockholder of such covenants and agreements, SunTrust shall have the right to obtain injunctive relief to restrain any breach or threatened breach of such covenants or agreements or otherwise to obtain specific performance of any of such covenants or agreements.
7. Miscellaneous .
 
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7.1 Term . This Agreement shall terminate upon the earlier of (a) the consummation of the Merger and (b) the termination of the Merger Agreement pursuant to its terms (the “ Termination Date ”). At the Termination Date, this Agreement shall thereupon become void and be of no further force and effect, provided that nothing herein shall relieve any party from liability hereof for breaches of this Agreement prior to the Termination Date.
7.2 Fiduciary Duties . Notwithstanding anything in this Agreement to the contrary: (a) Stockholder makes no agreement or understanding herein in any capacity other than in Stockholder’s capacity as a record holder and beneficial owner of Securities, (b) nothing herein shall be construed to limit or affect any action or inaction by Stockholder in his capacity as a director or officer of the Company, and (c) Stockholder shall have no liability to SunTrust or any of its affiliates under this Agreement or otherwise as a result of any action or inaction by Stockholder acting in his capacity as a director or officer of the Company.
7.3 Expenses . Each of the parties hereto shall pay its own expenses incurred in connection with this Agreement. Each of the parties hereto warrants and covenants to the others that it will bear all claims for brokerage fees attributable to action taken by it.
7.4 Binding Effect . This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective representatives and permitted successors and assigns.
7.5 Entire Agreement . This Agreement contains the entire understanding of the parties and supersedes all prior agreements and understandings between the parties with respect to its subject matter. This Agreement may be amended only by a written instrument duly executed by the parties hereto.
7.6 Headings . The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Time is of the essence with respect to all provisions of this Agreement.
7.7 Assignment . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. No party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party; provided , however , that SunTrust may freely assign its rights to an affiliate of SunTrust without such prior written approval but no such assignment shall relieve SunTrust of any of its obligations hereunder. Any purported assignment without such consent shall be void.
7.8 Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be an original, but each of which together shall constitute one and the same Agreement.
7.9 Notices . All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by confirmed facsimile or by registered or certified mail
 
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(postage prepaid, return receipt requested) to the respective parties at the following addresses, or at such other address for a party as shall be specified in a notice given in accordance with this Section 7.9:

if to SunTrust:	  	c/o SunTrust Banks, Inc.	
	  	303 Peachtree Street, NE, 29 th Floor	
	  	Atlanta, Georgia 30308	
	  	Attn: Raymond D. Fortin	
	  	Facsimile: (404) 724-3550	
		
with a copy to:	  	King & Spalding LLP	
	  	1180 Peachtree Street NE	
	  	Atlanta, GA 30309	
	  	Attn: C. William Baxley	
	  	Facsimile: (404) 572-5132	
		
if to Stockholder:	  	Philip A. Wilheit	
	  	1072 Farmhouse Road	
	  	Gainesville, GA 30506	
		
with a copy to:	  	Troutman Sanders LLP	
	  	600 Peachtree Street	
	  	5200	
	  	Atlanta, GA 30308	
	  	Attn: David Ghegan	
	  	Facsimile: (404) 962-6599	
7.10 Governing Law . This Agreement shall be governed and construed in accordance with the internal laws of the State of Georgia applicable to contracts made and wholly performed within such state, without regard to any applicable conflicts-of-law principles. The parties agree that any suit, action or proceeding brought by either party to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in any federal court located in Atlanta, Georgia having jurisdiction over the matter; provided , however , that if such a federal court does not have jurisdiction over the matter, any aforementioned suit, action or proceeding shall be brought in a state court located in Atlanta, Georgia having jurisdiction over the matter. Each of the parties submits to the jurisdiction of any such court in any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of, or in connection with, this Agreement or the transactions contemplated hereby and hereby irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in such action or proceeding. Each party irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties irrevocably waives the right to trial by jury, and each of the parties irrevocably consents to service of process by first class certified mail, return receipt
 
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requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 7.9.
7.11 Enforceability . The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
7.12 Further Assurances . Stockholder will use all reasonable efforts to cooperate with SunTrust in connection with the Merger, promptly take such actions as are necessary or appropriate to consummate the Merger, and provide any information reasonably requested by SunTrust for any registration of shares of SunTrust Common Stock issued in the Merger and any regulatory application or filing made or approval sought for the transactions contemplated by the Merger Agreement. Stockholder waives all rights available to it under the Georgia Business Corporation Code to demand appraisal or dissenters’ rights with respect to the Securities.
7.13 Remedies Not Exclusive . All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity will be cumulative and not alternative, and the exercise of any thereof by either party will not preclude the simultaneous or later exercise of any other such right, power or remedy by such party.
 
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IN WITNESS WHEREOF , SunTrust and Stockholder have caused this Agreement to be duly executed as of the day and year first above written.

SUNTRUST BANKS, INC.	
		
By:	 	/s/ Richard G. Blumberg	
Name:	 	Richard G. Blumberg	
Title:	 	Senior Vice President	
		
	 	/s/ Philip A. Wilheit	
	 	Philip A. Wilheit	
 
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Exhibit 14
VOTING AGREEMENT
THIS VOTING AGREEMENT (this “Agreement”) dated as of November 2, 2007, is entered into between SUNTRUST BANKS, INC., a Georgia corporation (“ SunTrust ”), and Anna B. Williams, an individual resident of the State of Georgia (“ Stockholder ”), with respect to the shares of common stock, no par value per share (the “ Company Common Stock ”), of GB&T Bancshares, Inc., a Georgia corporation (the “ Company ”), owned by Stockholder.
WITNESSETH:
WHEREAS, SunTrust and the Company have entered into an Agreement and Plan of Merger dated as of the date hereof (the “ Merger Agreement ”) pursuant to which the Company will merge with and into SunTrust or a subsidiary of SunTrust (the “ Merger ”); 
WHEREAS, as of the date hereof, Stockholder beneficially and of record owns and has the power to vote 13,051 shares of Company Common Stock (together with (i) any securities issued or exchanged with respect to such shares of Company Common Stock, and upon any recapitalization, reclassification, merger, consolidation, spin-off, partial or complete liquidation, stock dividend, split-up or combination of the securities of the Company or any other change in the Company’s capital structure and (ii) any other shares of Company Common Stock otherwise owned by Stockholder on the date hereof or acquired by Stockholder on or after the date hereof, the “ Securities ”); and
WHEREAS, SunTrust desires to enter into this Agreement in connection with its efforts to consummate an acquisition of the Company, and SunTrust requires that Stockholder enter into this Agreement as a condition to its willingness to enter into the Merger Agreement.
NOW, THEREFORE, in contemplation of the foregoing and in consideration of the mutual agreements, covenants, representations and warranties contained herein and intending to be legally bound hereby, the parties hereto agree as follows:
1. Definitions . Capitalized terms used but not defined in this Agreement are used in this Agreement with the same meanings given to such terms in the Merger Agreement.
2. Certain Covenants .
2.1 Disposition . Stockholder hereby covenants and agrees during the term of this Agreement that (a) except as consented to in writing by SunTrust in its sole discretion, Stockholder will not sell, transfer, assign, pledge, hypothecate, tender or otherwise dispose of or limit its right to vote in any manner any of the Securities, or agree to do any of the foregoing, and (b) Stockholder will not take any action which would have the effect of preventing or disabling Stockholder from performing its obligations under this Agreement.

2.2 No Solicitation . During the term of this Agreement, subject to Section 7.2 of this Agreement, neither Stockholder nor any of the representatives or affiliates of Stockholder (including any investment banker, attorney or accountant retained by Stockholder or by any Subsidiary of Stockholder) shall (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any Alternative Transaction or any inquiries or the making of any proposal which may lead to an Alternative Transaction, (ii) furnish any information to any Person in connection with or in response to an Alternative Transaction or an inquiry or indication of interest that could lead to an Alternative Transaction, (iii) participate in any discussions or negotiations regarding any Alternative Transaction, (iv) enter into any contract or agreement regarding any Alternative Transaction or (v) approve, endorse or recommend, or otherwise make or authorize any statement, recommendation or solicitation in support of, any Alternative Transaction. Stockholder and its representatives and affiliates immediately shall cease and cause to be terminated any existing activities, discussions or negotiations with any parties with respect to any Alternative Transaction.
2.3 Voting Agreement .
(a) Stockholder has revoked or terminated any proxies, voting agreements or similar arrangements previously given or entered into with respect to the Securities.
(b) Unless SunTrust votes the Securities directly pursuant to the proxy granted in Section 2.4, Stockholder agrees to vote (and exercise any written consent with respect to) the Securities during the term of this Agreement (i) for the adoption and approval of the Merger Agreement and the Merger (in each case as amended from time to time), (ii) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, and (iii) against any other action or agreement that would result in a breach of any representation, warranty, covenant or agreement of the Company contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilled, in the case of each clauses (i), (ii) and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the Company, in lieu of a meeting or otherwise.
(c) This Agreement shall not be terminated by any act of Stockholder or by operation of law, whether by the death or incapacity of Stockholder or by the occurrence of any other event or events (including, without limiting the foregoing, the termination of any trust or estate for which Stockholder is acting as a fiduciary or fiduciaries or the dissolution or liquidation of any corporation or partnership). If between the execution hereof and the Termination Date, Stockholder should die or become incapacitated, or if any trust or estate holding the Securities should be terminated, or if any corporation or partnership holding the Securities should be dissolved or liquidated, or if any other such similar event or events shall occur before the Termination Date, certificates representing the Securities shall be delivered by or on behalf of
 
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Stockholder in accordance with the terms and conditions of the Merger Agreement and this Agreement, and actions taken by Stockholder hereunder shall be as valid as if such death, incapacity, termination, dissolution, liquidation or other similar event or events had not occurred, regardless of whether or not SunTrust has received notice of such death, incapacity, termination, dissolution, liquidation or other event.
2.4 Proxy .
(a) Stockholder by this Agreement does hereby constitute and appoint SunTrust, or any nominee of SunTrust, with full power of substitution, during and for the Proxy Term, as Stockholder’s true and lawful attorney and irrevocable proxy, for and in Stockholder’s name, place and stead, to vote the Securities of Stockholder as Stockholder’s proxy, at every meeting of the Company’s stockholders or any adjournment thereof (or, as applicable, to instruct and direct any holder of record of such Securities to vote such Securities) or execute its proxy with respect to such Securities at every meeting of the Company’s stockholders or any adjournment thereof, (i) for the adoption and approval of the Merger Agreement and the Merger (in each case as amended from time to time), (ii) against any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Alternative Transaction, unless SunTrust determines to vote or consent in favor of such action, and (iii) against any other action or agreement that would result in a breach of any representation, warranty, covenant or agreement of the Company contained in the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilled, unless SunTrust determines to vote or consent in favor of such action, in the case of each clauses (i), (ii) and (iii) at any annual, special or other meeting (or at any adjournment thereof) or in connection with any action or consent of the stockholders of the Company, in lieu of a meeting or otherwise. Stockholder intends this proxy to be irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxy previously granted by Stockholder with respect to its Securities. Stockholder acknowledges that, pursuant to the authority hereby granted under the irrevocable proxy, SunTrust may vote Stockholder’s Shares in furtherance of its own interests, and SunTrust is not acting as a fiduciary for Stockholder.
(b) For purposes of this Agreement, “ Proxy Term ” means the period from the execution of this Agreement until the Termination Date.
(c) Stockholder agrees that the irrevocable proxy set forth in this Section 2.4 hereof shall not be terminated by any act of Stockholder or by operation of law, other than upon expiration of the Proxy Term.
2.5 Public Announcement . Stockholder shall consult with SunTrust before issuing any press releases or otherwise making any public statements with respect to the transactions contemplated herein and shall not issue any such press release or make any such public statement without the approval of SunTrust, except as may be required by law.
 
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2.6 Disclosure . Stockholder hereby authorizes SunTrust to publish and disclose in any announcement or disclosure required by the Securities and Exchange Commission (the “ SEC ”) or the New York Stock Exchange (the “ NYSE ”) or any other national securities exchange its identity and ownership of the Securities and the nature of its commitments, arrangements and understandings under this Agreement.
2.7 Stop Transfer Instruction .
(a) Promptly following the date hereof, Stockholder and SunTrust shall deliver joint written instructions to the Company and to the Company’s transfer agent stating that the Securities may not be sold, transferred, pledged, assigned, hypothecated, tendered or otherwise disposed of in any manner without the prior written consent of SunTrust or except in accordance with the terms and conditions of this Agreement.
(b) Promptly following the date hereof, Stockholder shall cause a legend to be placed on the certificates (to the extent the Securities are certificated) representing the Securities as set forth below:
“The Securities represented by this certificate are subject to restrictions on transfer and may not be sold, transferred, pledged, assigned, hypothecated, tendered or otherwise disposed of except in accordance with and subject to the terms and conditions of a Voting Agreement dated November 2, 2007, between the registered holder hereof and SunTrust Banks, Inc.”
2.8 The parties hereto agree that the legend set forth above shall be removed only upon delivery to the Company’s transfer agent of written notice signed by SunTrust (which notice shall not be unreasonably withheld or delayed) that this Agreement has terminated and the restrictions set forth in the legend above are of no further force and effect.
3. Representations and Warranties of Stockholder . Stockholder hereby represents and warrants to SunTrust as follows:
3.1 Ownership . Stockholder has good and valid title to, and is the sole legal and beneficial owner of the Securities, in each case free and clear of all liabilities, claims, liens, options, proxies, charges, participations and encumbrances of any kind or character whatsoever (other than any restrictions under applicable federal and state securities laws).
3.2 Authorization . Stockholder has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and has sole voting power and sole power of disposition, with respect to the Securities with no restrictions on its voting rights or rights of disposition pertaining thereto (other than any restrictions under applicable federal and state securities laws). Stockholder has duly executed and delivered this Agreement and this Agreement is a legal, valid and binding agreement of Stockholder, enforceable against Stockholder in accordance with its terms, subject to the qualification, however, that enforcement of the rights and remedies created hereby is subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general application related to
 
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or affecting creditors’ rights and to general equity principles. No state anti-takeover or similar statute is applicable to SunTrust or the Company or the Surviving Corporation in connection with the Merger, the Merger Agreement or this Agreement or any of the transactions contemplated hereby or thereby.
3.3 No Violation . Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (a) require Stockholder to file or register with, or obtain any material permit, authorization, consent or approval of, any governmental agency, authority, administrative or regulatory body, court or other tribunal, foreign or domestic, or any other entity, or (b) violate, or cause a breach of or default under, any contract, agreement or understanding, any statute or law, or any judgment, decree, order, regulation or rule of any governmental agency, authority, administrative or regulatory body, court or other tribunal, foreign or domestic, or any other entity or any arbitration award binding upon Stockholder. No proceedings are pending which, if adversely determined, will have an adverse effect on any ability to vote or dispose of any of the Securities. Stockholder has not previously assigned or sold any of the Securities to any third party.
3.4 Accredited Investor/ Stockholder Has Adequate Information . Stockholder is acquiring the SunTrust Common Stock to be issued in the Merger for Stockholder’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act of 1933, as amended (the “Act”), or any applicable state securities laws and Stockholder shall not dispose of such SunTrust Common Stock in contravention of the Act or any applicable state securities laws. Stockholder is an “accredited investor”, as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended. Stockholder is a sophisticated seller with respect to the Securities and has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Securities and has independently and without reliance upon SunTrust and based on such information as Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Stockholder acknowledges that SunTrust has neither made nor makes any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement. Stockholder acknowledges that the agreements contained herein with respect to the Securities by Stockholder is irrevocable, and that Stockholder shall have no recourse to the Securities or SunTrust, except with respect to breaches of representations, warranties, covenants and agreements expressly set forth in this Agreement.
3.5 SunTrust’s Excluded Information . Stockholder acknowledges and confirms that (a) SunTrust may possess or hereafter come into possession of certain non-public information concerning the Securities and the Company which is not known to Stockholder and which may be material to Stockholder’s decision to sell the Securities (“ SunTrust’s Excluded Information ”), (b) Stockholder has requested not to receive SunTrust’s Excluded Information and has determined to sell the Securities notwithstanding its lack of knowledge of SunTrust’s Excluded Information, and (c) SunTrust shall have no liability or obligation to Stockholder in connection with, and Stockholder hereby waives and releases SunTrust from, any claims which Stockholder or its successors and assigns may have against SunTrust (whether pursuant to applicable Securities, laws or otherwise) with respect to the non-disclosure of SunTrust’s Excluded Information; provided , however , nothing contained in this Section 3.5 shall limit Stockholder’s right to rely upon the
 
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express representations and warranties made by SunTrust in this Agreement, or Stockholder’s remedies in respect of breaches of any such representations and warranties.
3.6 No Setoff . Stockholder has no liability or obligation related to or in connection with the Securities other than the obligations to SunTrust as set forth in this Agreement. There are no legal or equitable defenses or counterclaims that have been or may be asserted by or on behalf of the Company, as applicable, to reduce the amount of the Securities or affect the validity or enforceability of the Securities.
4. Representations and Warranties of SunTrust . SunTrust hereby represents and warrants to Stockholder as follows:
4.1 Authorization . SunTrust has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. SunTrust has duly executed and delivered this Agreement and this Agreement is a legal, valid and binding agreement of SunTrust, enforceable against SunTrust in accordance with its terms, subject to the qualification however, that enforcement of the rights and remedies created hereby is subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general application related to or affecting creditors’ rights and to general equity principles.
4.2 No Violation . Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (a) require SunTrust to file or register with, or obtain any material permit, authorization, consent or approval of, any governmental agency, authority, administrative or regulatory body, court or other tribunal, foreign or domestic, or any other entity, in any case other than as contemplated by this Agreement or the Merger Agreement or (b) violate, or cause a breach of or default under, any contract, agreement or understanding, any statute or law, or any judgment, decree, order, regulation or rule of any governmental agency, authority, administrative or regulatory body, court or other tribunal, foreign or domestic, or any other entity or any arbitration award binding upon SunTrust, except for such violations, breaches or defaults which are not reasonably likely to have a material adverse effect on SunTrust’s ability to satisfy its obligations under this Agreement.
5. No Control . Nothing contained in this Agreement shall give SunTrust the right to control or direct the Company or the Company’s operations.
6. Specific Performance . Stockholder acknowledges that SunTrust will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of Stockholder which are contained in this Agreement. It is accordingly agreed that, in addition to any other remedies which may be available to SunTrust upon the breach by Stockholder of such covenants and agreements, SunTrust shall have the right to obtain injunctive relief to restrain any breach or threatened breach of such covenants or agreements or otherwise to obtain specific performance of any of such covenants or agreements.
7. Miscellaneous .
 
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7.1 Term . This Agreement shall terminate upon the earlier of (a) the consummation of the Merger and (b) the termination of the Merger Agreement pursuant to its terms (the “ Termination Date ”). At the Termination Date, this Agreement shall thereupon become void and be of no further force and effect, provided that nothing herein shall relieve any party from liability hereof for breaches of this Agreement prior to the Termination Date.
7.2 Fiduciary Duties . Notwithstanding anything in this Agreement to the contrary: (a) Stockholder makes no agreement or understanding herein in any capacity other than in Stockholder’s capacity as a record holder and beneficial owner of Securities, (b) nothing herein shall be construed to limit or affect any action or inaction by Stockholder in his capacity as a director or officer of the Company, and (c) Stockholder shall have no liability to SunTrust or any of its affiliates under this Agreement or otherwise as a result of any action or inaction by Stockholder acting in his capacity as a director or officer of the Company.
7.3 Expenses . Each of the parties hereto shall pay its own expenses incurred in connection with this Agreement. Each of the parties hereto warrants and covenants to the others that it will bear all claims for brokerage fees attributable to action taken by it.
7.4 Binding Effect . This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective representatives and permitted successors and assigns.
7.5 Entire Agreement . This Agreement contains the entire understanding of the parties and supersedes all prior agreements and understandings between the parties with respect to its subject matter. This Agreement may be amended only by a written instrument duly executed by the parties hereto.
7.6 Headings . The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Time is of the essence with respect to all provisions of this Agreement.
7.7 Assignment . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. No party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party; provided , however , that SunTrust may freely assign its rights to an affiliate of SunTrust without such prior written approval but no such assignment shall relieve SunTrust of any of its obligations hereunder. Any purported assignment without such consent shall be void.
7.8 Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be an original, but each of which together shall constitute one and the same Agreement.
7.9 Notices . All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by confirmed facsimile or by registered or certified mail
 
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(postage prepaid, return receipt requested) to the respective parties at the following addresses, or at such other address for a party as shall be specified in a notice given in accordance with this Section 7.9:

if to SunTrust:	  	c/o SunTrust Banks, Inc.	
	  	303 Peachtree Street, NE, 29 th Floor	
	  	Atlanta, Georgia 30308	
	  	Attn: Raymond D. Fortin	
	  	Facsimile: (404) 724-3550	
		
with a copy to:	  	King & Spalding LLP	
	  	1180 Peachtree Street NE	
	  	Atlanta, GA 30309	
	  	Attn: C. William Baxley	
	  	Facsimile: (404) 572-5132	
		
if to Stockholder:	  	Anna B. Williams	
	  	176 Nix Point Road	
	  	Dawsonville, GA 30534	
		
with a copy to:	  	Troutman Sanders LLP	
	  	600 Peachtree Street	
	  	5200	
	  	Atlanta, GA 30308	
	  	Attn: David Ghegan	
	  	Facsimile: (404) 962-6599	
7.10 Governing Law . This Agreement shall be governed and construed in accordance with the internal laws of the State of Georgia applicable to contracts made and wholly performed within such state, without regard to any applicable conflicts-of-law principles. The parties agree that any suit, action or proceeding brought by either party to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in any federal court located in Atlanta, Georgia having jurisdiction over the matter; provided , however , that if such a federal court does not have jurisdiction over the matter, any aforementioned suit, action or proceeding shall be brought in a state court located in Atlanta, Georgia having jurisdiction over the matter. Each of the parties submits to the jurisdiction of any such court in any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of, or in connection with, this Agreement or the transactions contemplated hereby and hereby irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in such action or proceeding. Each party irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties irrevocably waives the right to trial by jury, and each of the parties irrevocably consents to service of process by first class certified mail, return receipt
 
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requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 7.9.
7.11 Enforceability . The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
7.12 Further Assurances . Stockholder will use all reasonable efforts to cooperate with SunTrust in connection with the Merger, promptly take such actions as are necessary or appropriate to consummate the Merger, and provide any information reasonably requested by SunTrust for any registration of shares of SunTrust Common Stock issued in the Merger and any regulatory application or filing made or approval sought for the transactions contemplated by the Merger Agreement. Stockholder waives all rights available to it under the Georgia Business Corporation Code to demand appraisal or dissenters’ rights with respect to the Securities.
7.13 Remedies Not Exclusive . All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity will be cumulative and not alternative, and the exercise of any thereof by either party will not preclude the simultaneous or later exercise of any other such right, power or remedy by such party.
 
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IN WITNESS WHEREOF , SunTrust and Stockholder have caused this Agreement to be duly executed as of the day and year first above written.

SUNTRUST BANKS, INC.	
		
By:	 	/s/ Richard G. Blumberg	
Name:	 	Richard G. Blumberg	
Title:	 	Senior Vice President	
		
	 	/s/ Anna B. Williams	
	 	Anna B. Williams	
 
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