Important Cautionary Statement About Forward-Looking Statements

This report may contain forward-looking statements. Statements that do not describe historical or current facts, including statements about our ability to increase our Tier 1 common equity, our ability to comply with new regulatory requirements in the future, future levels of revenues, net interest margin, and credit quality; capital requirements, and statements about beliefs and expectations, are forward-looking statements. These statements often include the words "believes," "expects," "anticipates," "estimates," "intends," "plans," "targets," "initiatives," "potentially," "probably," "projects," "outlook" or similar expressions or future conditional verbs such as "may," "will," "should," "would," and "could." Such statements are based upon the current beliefs and expectations of management and on information currently available to management. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements speak as of the date hereof, and we do not assume any obligation to update the statements made herein or to update the reasons why actual results could differ from those contained in such statements in light of new information or future events.

Forward-looking statements are subject to significant risks and uncertainties. Investors are cautioned against placing undue reliance on such statements. Actual results may differ materially from those set forth in the forward-looking statements. Factors that could cause actual results to differ materially from those described in the forward-looking statements can be found beginning on page 6 of our 2008 Annual Report on Form 10-K, in Part II, Item 1A of this report, and elsewhere in our periodic reports and Current Reports on Form 8-K filed with the Securities and Exchange Commission, which are available at the Securities and Exchange Commission's internet site (http://www.sec.gov). Those factors include: difficult market conditions have adversely affected our industry; current levels of market volatility are unprecedented; the soundness of other financial institutions could adversely affect us; there can be no assurance that recently enacted legislation, or any proposed federal programs, will stabilize the U.S. financial system, and such legislation and programs may adversely affect us; the impact on us of recently enacted legislation, in particular the Emergency Economic Stabilization Act of 2008 ("EESA") and its implementing regulations, and actions by the FDIC, cannot be predicted at this time; credit risk; weakness in the economy and in the real estate market, including specific weakness within our geographic footprint, has adversely affected us and may continue to adversely affect us; weakness in the real estate market, including the secondary residential mortgage loan markets, has adversely affected us and may continue to adversely affect us; weakness in the real estate market may adversely affect our reinsurance subsidiary; as a financial services company, adverse changes in general business or economic conditions could have a material adverse effect on our financial condition and results of operations; changes in market interest rates or capital markets could adversely affect our revenue and expense, the value of assets and obligations, and the availability and cost of capital or liquidity; the fiscal and monetary policies of the federal government and its agencies could have a material adverse effect on our earnings; we may be required to repurchase mortgage loans or indemnify mortgage loan purchasers as a result of breaches of representations and warranties, borrower fraud, or certain borrower defaults, which could harm our liquidity, results of operations, and financial condition; clients could pursue alternatives to bank deposits, causing us to lose a relatively inexpensive source of funding; consumers may decide not to use banks to complete their financial transactions, which could affect net income; we have businesses other than banking which subject us to a variety of risks; hurricanes and other natural disasters may adversely affect loan portfolios and operations and increase the cost of doing business; negative public opinion could damage our reputation and adversely impact our business and revenues; we rely on other companies to provide key components of our business infrastructure; we rely on our systems, employees, and certain counterparties, and certain failures could materially adversely affect our operations; we depend on the accuracy and completeness of information about clients and counterparties; regulation by federal and state agencies could adversely affect our business, revenue, and profit margins; competition in the financial services industry is intense and could result in losing business or reducing margins; future legislation could harm our competitive position; maintaining or increasing market share depends on market acceptance and regulatory approval of new products and services; we may not pay dividends on our common stock; our ability to receive dividends from our subsidiaries accounts for most of our revenue and could affect our liquidity and ability to pay dividends; significant legal actions could subject us to substantial uninsured liabilities; recently declining values of residential real estate, increases in unemployment, and the related effects on local economics may increase our credit losses, which would negatively affect our financial results; deteriorating credit quality, particularly in real estate loans, has adversely impacted us and may continue to adversely impact us; disruptions in our ability to access global capital markets may negatively affect our capital resources and liquidity; any reduction in our credit rating could increase the cost of our funding from the capital markets; we have in the past and may in the future pursue acquisitions, which could affect costs and from which we may not be able to realize anticipated benefits; we depend on the expertise of key personnel, if these individuals leave or change their roles without effective replacements, operations may suffer; we may not be able to hire or retain additional qualified personnel and recruiting and compensation costs may increase as a result of turnover, both of which may increase costs and reduce profitability and may adversely impact our ability to implement our business strategy; our accounting policies and processes are critical to how we report our financial condition and results of operations, and these require us to make estimates about matters that are uncertain; changes in our accounting policies or in accounting standards could materially affect how we report our financial results and condition; our stock price can be volatile; our disclosure controls and procedures may not prevent or detect all errors or acts of fraud; our financial instruments carried at fair value expose us to certain market risks; our revenues derived from our investment securities may be volatile and subject to a variety of risks; we may enter into transactions with off-balance sheet affiliates or our subsidiaries; and we are subject to market risk associated with our asset management and commercial paper conduit businesses.

We are one of the nation's largest commercial banking organizations and our headquarters are located in Atlanta, Georgia. Our principal banking subsidiary, SunTrust Bank, offers a full line of financial services for consumers and businesses through its branches located primarily in Florida, Georgia, Maryland, North Carolina, South Carolina, Tennessee, Virginia, and the District of Columbia. Within our geographic footprint, we operate under four business segments: Retail and Commercial, Corporate and Investment Banking, Wealth and Investment Management, and Household Lending. In addition to traditional deposit, credit, and trust and investment services offered by SunTrust Bank, our other subsidiaries provide mortgage banking, credit-related insurance, asset management, securities brokerage, and capital market services. As of March 31, 2009, we had 1,694 full-service branches, including 319 in-store branches, and continue to leverage technology to provide customers the convenience of banking on the Internet, through 2,673 automated teller machines, and via twenty-four hour telebanking.

The following analysis of our financial performance for the three months ended March 31, 2009 should be read in conjunction with the financial statements, notes to consolidated financial statements and other information contained in this document and our 2008 Annual Report on Form 10-K. Certain reclassifications have been made to prior year financial statements and related information to conform them to the 2009 presentation. In Management's Discussion and Analysis ("MD&A"), net interest income, net interest margin, and the efficiency ratios are presented on a fully taxable-equivalent ("FTE") and annualized basis. The FTE basis adjusts for the tax-favored status of net interest income from certain loans and investments. We believe this measure to be the preferred industry measurement of net interest income and it enhances comparability of net interest income arising from taxable and tax-exempt sources. In addition, we present the following metrics excluding goodwill/intangible impairment charges other than MSRs; total noninterest expense, net income/(loss), net income/(loss) available to common shareholders, and net income/(loss) per average diluted common share. We believe the removal of goodwill/intangible impairment charges other than MSRs is useful to investors, because removing the non-cash impairment charge provides a more representative view of normalized operations and the measure allows better comparability with peers in the industry who also provide a similar presentation when applicable. Reconcilements for all non-U.S. GAAP measures are provided on pages 49 through 50.

EXECUTIVE OVERVIEW

The economic recession continued in the first quarter, as most economic indicators deteriorated. Notably, the national unemployment rate increased from 7.2% at the end of the year to 8.5% at March 31, 2009. Additionally, home prices continued to decline, particularly in some of our more significant markets. In order to curb the impact of these recessionary pressures, the Federal Reserve and U.S. government continued to take steps to strengthen the capital of financial institutions, stimulate lending, and inject liquidity into the financial markets. Specifically, the FDIC extended the availability of its Temporary Liquidity Guarantee Program ("TLGP") to October 31, 2009. In addition, the Federal Reserve announced its intention to actively purchase $500 billion of mortgage-backed securities in the open market, which resulted in a decline in mortgage interest rates. Finally, the U.S. Treasury announced further details surrounding its program to purchase certain assets from financial institutions under the Public-Private Investment Program ("PPIP"). It is uncertain how long the competing recessionary pressures versus the government economic stimulus will continue before the U.S. economy shows signs of a sustained recovery; however, some leading economic indicators suggest that the economic environment will remain challenging for several more quarters.

Also, the federal bank regulatory agencies completed a review, called the Supervisory Capital Assessment Program ("SCAP") and commonly referred to as the "stress test," of the capital needs through the end of 2010 of the nineteen largest U.S. bank holding companies. The Federal Reserve announced the results of the SCAP on May 7, 2009. As a result of the review, we intend to adjust our capital by increasing the portion of our Tier 1 capital that is composed of Tier 1 common equity. Please refer to our discussion of the SCAP and our capital resources in the "Capital Resources" section of this MD&A.

This extremely difficult economic backdrop significantly hampered our financial performance this quarter, as evidenced by a net loss of $815.2 million, which includes a $723.9 million, after tax, non-cash goodwill impairment charge. We are not pleased by these results; however, excluding the goodwill impairment charge, earnings improved relative to the fourth quarter, and the remaining loss is less than the first quarter increase in the allowance for loan losses. Despite the challenging economic environment, certain areas of our organization performed reasonably well. Looking beyond the bottom line and considering the impact of the recessionary environment, we continue to be a strong, solid financial institution. We remain committed to running a successful organization serving clients, making sound credit decisions, generating loans and deposits, and operating as efficiently as possible. To that end, management remains committed to guiding the organization through this environment and continuing to focus their efforts on growing client relationships, prudent lending practices, credit loss mitigation, and operating expense management. These factors remain paramount to successfully navigating the organization through this challenging environment and positioning it well for the growth opportunities that will exist when the current economic cycle turns.

Our balance sheet continued to improve during the quarter as partially evidenced by our capital and liquidity measures. The total average equity to total average assets and tangible common equity to tangible assets ratios increased 128 and 23 basis points, respectively, to 12.51% and 5.82%, respectively. In addition, our Tier 1 capital ratio increased 15 basis points to 11.02%. These improvements are the result of actively reducing the risk profile of our balance sheet by tactically lowering our exposure to real estate related loans. See additional discussion of our capital position in the "Capital Resources" section of this MD&A.

For the first quarter, average loans declined $2.3 billion, or 1.8%, compared to the fourth quarter with average residential real estate related loans declining $2.5 billion. We are committed to lending to qualified commercial and consumer borrowers. However, the current economic environment has caused a significant retraction in spending by borrowers who are deploying excess capital to de-leverage their balance sheets. Despite this retraction, new loan originations, commitments, and renewals of commercial and consumer loans were approximately $23 billion during the quarter, with first mortgage lending leading the way at approximately $13 billion.

During the first quarter, we have increased average consumer and commercial deposits by $5.3 billion, or 5.2%, and period end balances were up $7.2 billion, or 6.8%, compared to year end to a record level of $112.4 billion. Growth occurred in all products with the exception of savings. This record level of growth was driven by clients seeking the security of bank deposits, improved products and pricing, elevated focus on client service, and the "Live Solid. Bank Solid." brand advertising that attracted new clients and expanded relationships. Further, through an intense focus on improved execution, we have been successful in improving client satisfaction, acquisition, and retention. Through the significant inflows of high quality deposits and longer term financing sources, we have substantial liquidity through cash, high quality government-backed securities, and Fed funds borrowing capacity. See additional discussion of our liquidity position in the "Liquidity Risk" section of this MD&A.

The allowance for loan losses increased $384.0 million from year end, increasing to 2.21% of total loans, up 35 basis points from year end. The majority of our credit losses relate to loans secured by residential real estate. However, we are seeing some signs of weakness in our commercial client base related to stress on their revenues and overall profitability, particularly those in cyclical industries that are more directly impacted by the current recessionary conditions. Our net charge-offs grew during the quarter to $610.1 million, or 1.97% annualized of average loans. However, the quarterly growth rate of net charge-offs grew at their slowest pace since the second quarter of 2008, and nonperforming loans, which were $4.6 billion as of March 31, 2009, also increased at their slowest rate since the second quarter of 2007. We have implemented numerous loss mitigation efforts and are working to effectively manage the elevated level of nonperforming loans. While total credit-related losses, including fraud-related borrower misrepresentation and claim denials, remain elevated, the total credit-related expenses declined approximately $200 million, or 14%, from the fourth quarter, and early stage delinquency levels either stabilized or improved modestly in most loan categories.

Despite the improvement in our balance sheet, earnings during the quarter were under significant pressure. We reported a net loss available to common shareholders for the three month period ended March 31, 2009 of $875.4 million, or $2.49 per average common diluted share, compared to net income available to common shareholders of $281.6 million, or $0.81 per average common diluted share, for the three month period ended March 31, 2008. The $714.8 million non-cash goodwill impairment charge available to common shareholders, after tax, contributed $2.03 to our reported loss per share. The goodwill impairment charge has no impact on tangible or regulatory capital. The impairment related to businesses with concentrations in residential real estate and is the direct result of continued deterioration in those market conditions. The decline in value of those mortgage and commercial real estate businesses reflects the current downturn, which resulted in depressed earnings in those businesses and the significant decline in our market capitalization during the first quarter. We remain committed to the clients, products, and services of the impacted businesses and believe that the long-term growth prospects of these businesses are strong.

Total revenue during the quarter increased 16.6% compared to the fourth quarter. While net interest income declined 9.8% compared to the fourth quarter, noninterest income increased significantly led by increases in our mortgage, and to a lesser extent, capital markets businesses. The decline in net interest income was due to our asset sensitive position, as longer term asset rates declined more significantly than rates paid on interest bearing liabilities. Also contributing to the decline in net interest income was the increase in nonaccrual loans. Net interest margin declined to 2.87% from 3.14% for the fourth quarter. We continue to remain focused on managing core operating expenses. Noninterest expense increased 37.3%, however, excluding the goodwill impairment charge, noninterest expense decreased 10.1% from the fourth quarter despite the increase in certain economically cyclical expenses, such as FDIC assessments and pension costs, as well as the seasonal increases in employee benefits expense. The decline in noninterest expense, excluding goodwill impairment charges, was primarily attributable to lower credit-related expenses and our continued efforts to manage core operating expenses and improve efficiency and productivity. See additional discussion of our financial performance in the "Consolidated Financial Results" section of this MD&A.

                 Selected Quarterly Financial Data   Table 1


                                                               Three Months Ended
                                                                    March 31
(Dollars in millions, except per share data)
(Unaudited)                                                  2009              2008
Summary of Operations
Interest, fees and dividend income                           $1,729.3          $2,258.3
Interest expense                                                667.2           1,118.5

Net interest income                                           1,062.1           1,139.8
Provision for loan losses                                       994.1             560.0

Net interest income after provision for loan losses              68.0             579.8
Noninterest income                                            1,146.5           1,057.5
Noninterest expense                                           2,177.3           1,252.2

Income/(loss) before provision/(benefit) for income
taxes                                                         (962.8)             385.1
Provision/(benefit) for income taxes                          (150.8)              91.6

Net income/(loss) including income attributable to
noncontrolling interest                                       (812.0)             293.5
Net income attributable to noncontrolling interest                3.2               2.9

Net income/(loss)                                             (815.2)             290.6
Series A preferred dividends                                      5.0               7.0
U.S. Treasury preferred dividends                                66.3                 -
Distributed and undistributed earnings on unvested
shares                                                         (11.1)               2.0

Net income/(loss) available to common shareholders           ($875.4)            $281.6

Net interest income - FTE                                    $1,093.0          $1,167.8
Total revenue - FTE                                           2,239.5           2,225.3
Total revenue - FTE excluding securities
(gains)/losses, net 5                                         2,236.1           2,285.9

Net income per average common share:
Diluted                                                        (2.49)              0.81
Basic                                                          (2.49)              0.81
Dividends paid per average common share                          0.10              0.77
Book value per common share                                     46.03             51.59
Tangible book value per common share 8                          28.15             31.13
Market price:
High                                                            30.18             70.00
Low                                                              6.00             52.94
Close                                                           11.74             55.14

Selected Average Balances
Total assets                                               $178,871.3        $176,916.9
Earning assets                                              154,390.0         153,003.6
Loans                                                       125,333.5         123,263.0
Consumer and commercial deposits                            107,515.0         101,168.4
Brokered and foreign deposits                                 7,417.3          15,468.6
Total shareholders' equity                                   22,367.9          18,178.7

Average common shares - diluted (thousands)                   351,352           348,072
Average common shares - basic (thousands)                     351,352           346,581

Financial Ratios (Annualized)
Return on average total assets                                 (1.85)  %           0.66  %
Return on average assets less net unrealized
securities gains 3                                             (1.89)              0.72
Return on average common shareholders' equity                 (20.71)              6.41
Return on average realized common shareholders' equity
4                                                             (22.08)              7.58
Net interest margin                                              2.87              3.07
Efficiency ratio 1                                              97.22             56.27
Tangible efficiency ratio 2                                     62.97             55.34
Total average shareholders' equity to average assets            12.51             10.28
Tangible equity to tangible assets 6                             8.85              6.63
Tangible common equity to tangible assets 7                      5.82              6.34

Capital Adequacy
Tier 1 capital ratio                                            11.02  %           7.23  %
Total capital ratio                                             14.15             10.97
Tier 1 leverage ratio                                           10.14              7.22

              Selected Quarterly Financial Data, continued   Table 1


                                                               Three Months Ended
                                                                    March 31
(Dollars in millions) (Unaudited)                            2009              2008
Reconcilement of Non U.S. GAAP Financial Measures
Net income/(loss)                                            ($815.2)            $290.6
Securities (gains)/losses, net of tax                           (2.1)              37.5

Net income /(loss) excluding net securities
(gains)/losses                                                (817.3)             328.1
Coke stock dividend, net of tax                                (10.9)            (14.7)

Net income/(loss) excluding net securities
(gains)/losses and the Coke stock dividend                    (828.2)             313.4
Less: Series A preferred dividends                                5.0               7.0
Less: U.S. Treasury preferred dividends                          66.3                 -
Less: Distributed and undistributed earnings on
unvested shares                                                (11.1)               2.0

Net income/(loss) available to common shareholders
excluding net securities (gains)/losses and the Coke
stock dividend                                               ($888.4)            $304.4


Efficiency ratio 1                                              97.22  %          56.27  %
Impact of excluding amortization/impairment of
goodwill/intangible assets other than MSRs                    (34.25)            (0.93)

Tangible efficiency ratio 2                                     62.97  %          55.34  %


Total average assets                                       $178,871.3        $176,916.9
Average net unrealized securities gains                     (1,341.2)         (2,454.0)

Average assets less net unrealized securities gains        $177,530.1        $174,462.9


Total average common shareholders' equity                   $17,144.2         $17,678.7
Average accumulated other comprehensive income                (824.3)         (1,533.4)

Total average realized common shareholders' equity          $16,319.9         $16,145.3

Return on average total assets                                 (1.85)  %           0.66  %
Impact of excluding net realized and unrealized
securities (gains)/losses and the Coke stock dividend          (0.04)              0.06

Return on average total assets less net unrealized
securities gains 3                                             (1.89)  %           0.72  %


Return on average common shareholders' equity                 (20.71)  %           6.41  %
Impact of excluding net realized and unrealized
securities (gains)/losses and the Coke stock dividend          (1.37)              1.17

Return on average realized common shareholders' equity
4                                                             (22.08)  %           7.58  %

Net interest income                                          $1,062.1          $1,139.9
FTE adjustment                                                   30.9              27.9

Net interest income - FTE                                     1,093.0           1,167.8
Noninterest income                                            1,146.5           1,057.5
. . .