On May 15, 2009, SunTrust Banks, Inc. ("SunTrust") entered into an Equity Distribution Agreement with Morgan Stanley & Co. Incorporated ("Morgan Stanley"), pursuant to which SunTrust may offer and sell, from time to time, through Morgan Stanley, as SunTrust's sales agent, or to Morgan Stanley for resale, shares of its common stock, par value $1.00 per share, having an aggregate gross sales price of up to $1,250,000,000.

The shares sold in this offering will be issued pursuant to a prospectus dated October 18, 2006, and a prospectus supplement filed with the Securities and Exchange Commission on May 15, 2009, in connection with one or more offerings of shares from SunTrust's effective shelf registration statement on Form S-3 (Registration No. 333-137101). Sales of shares of our common stock through Morgan Stanley, if any, will be made by means of ordinary brokers' transactions on the New York Stock Exchange or otherwise at market prices prevailing at the time of sale, in block transactions, or as otherwise agreed upon by us and the sales agent.

The Equity Distribution Agreement is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Equity Distribution Agreement and the transactions contemplated thereby is qualified in its entirety by reference to Exhibit 99.1.

Exhibits 5.1 and 23.1 to this Current Report on Form 8-K are filed herewith in connection with the Company's effective registration statement on Form S-3 (Registration No. 333-137101) and are incorporated herein by reference.

(d) Exhibits.

 5.1    Opinion of King & Spalding LLP regarding the validity of the shares of
        common stock to be issued pursuant to the equity distribution program.

23.1    Consent of King & Spalding LLP (included in Exhibit 5.1).

99.1    Equity Distribution Agreement, dated May 15, 2009, between SunTrust and
        Morgan Stanley.