Officers.


(e) On February 10, 2009, the Compensation Committee of the Board of Directors
of SunTrust Banks, Inc. (the "Company" or the "Registrant") made annual grants
to the Company's senior executives at a regularly-scheduled meeting of the Board
of Directors. The following grants were made to the Named Executive Officers:



                                       Restricted   Performance    Stock
             Named Executive Officer     Stock         Stock      Options
             James M. Wells                50,000        50,000   250,000
             Mark A. Chancy                27,600        27,600   250,000
             William H. Rogers, Jr.        31,300        31,300   250,000
             Timothy E. Sullivan           16,300        16,300   238,475

Performance shares vest based on our total shareholder return (TSR) measured relative to a peer group. We define TSR as stock price gains plus the value of dividends as if reinvested in our stock, measured over a 3-year period. The peer group will consist of the 25 largest (by assets) bank holding companies as of September 30, 2008. In the column "Performance Stock" above, we report the number of shares awarded. However, the number of performance shares that will vest, if any, is variable and can range from 0% and 150% of the initial number of shares. The actual number which will vest depends upon our performance-specifically our TSR after 3 years relative to the peer group.

The restricted stock cliff vests after 3 years. The stock options cliff vest after 3 years and have an exercise price of $9.06.

          Relative Performance             Performance Shares That Vest
          below 25th percentile            none
          at the 25th percentile           50% (Minimum payout)
          at the 50th percentile           100% (Target payout)
          at or above the 75thpercentile   150% (Maximum payout)

We will use straight-line interpolation to determine the number of shares to be awarded if our TSR falls between the 25th and 75th percentiles.

Also, the Committee granted to (i) Mr. Wells 25,075, 25,075, and 852,941 shares of restricted stock, performance stock, and stock options, respectively, (ii) to Mr. Rogers 209,559 additional stock options, and (iii) to Mr. Chancy 153,347 additional stock options, in each case subject to approval by our shareholders of a new stock plan.

Based on our current stock price, we expect that all of the foregoing grants will result in an accounting expense similar to the accounting expense for long term incentive grants made in prior years.