On June 1, 2009, SunTrust Banks, Inc. ("SunTrust") entered into an Underwriting Agreement with Morgan Stanley & Co. Incorporated, Sandler O'Neill & Partners, L.P., SunTrust Robinson Humphrey, Inc. and Goldman, Sachs & Co. (the "Underwriters"), to issue and sell 108,000,000 shares of SunTrust's common stock, par value $1.00 per share (the "Common Stock"), in a public offering pursuant to a registration statement on Form S-3 (File No. 333-137101) and a related prospectus supplement filed with the Securities and Exchange Commission on June 2, 2009. In addition, SunTrust granted the Underwriters an option, exercisable for 30 days from the date of the underwriting agreement, to acquire up to an additional 16,200,000 shares of SunTrust's Common Stock, which option the Underwriters exercised in full on June 5, 2009.

SunTrust expects to receive net proceeds from the common stock offering of approximately $1.56 billion, after deducting estimated expenses and underwriting discounts and commissions.

The Underwriting 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 Underwriting 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 SunTrust'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 and sold pursuant to the Underwriting Agreement.

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

99.1   Underwriting Agreement, dated June 1, 2009, among SunTrust Banks, Inc. and
       Morgan Stanley & Co. Incorporated, Sandler O'Neill & Partners, L.P.,
       SunTrust Robinson Humphrey, Inc. and Goldman, Sachs & Co.