Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) Amendment to Bylaws. Effective November 11, 2008, the Board of Directors of SunTrust Banks, Inc. (the "Company" or the "Registrant") amended Article II,
Section 5 of the Company's bylaws to extend the mandatory retirement age for outside directors (those who are neither an officer nor employee of the Company or any of its direct or indirect subsidiaries) from age 70 to age 72. The Board left unchanged at age 65 the mandatory retirement age for inside directors (those who are either an officer or employee of the Company or any of its direct or indirect subsidiaries). A copy of the Company's bylaws, restated to reflect all amendment through the date hereof, is filed as Exhibit 3.2 to this report.

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