Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Retirement of William R. Reed Jr. On June 17, 2009, William R. Reed, Jr., our Vice Chairman, informed us that he intends to retire effective August 31, 2009. In connection with Mr. Reed's retirement, SunTrust Banks, Inc. (the "Company" or the "Registrant") and Mr. Reed have entered into two new agreements: an Independent Contractor Consulting Agreement and a Noncompete, Waiver and Release Agreement. Under the Independent Contractor Consulting Agreement, effective September 1, 2009, Mr. Reed will provide certain services related to the promotion of the business interests of the Company and its affiliates both at the corporate level and in particular in the Memphis, Tennessee market for two years. Mr. Reed will also serve on the local SunTrust board of advisors in Memphis, Tennessee. Mr. Reed also agrees to refrain from disclosing confidential information of the Company obtained during his consultancy, competing with the Company, and soliciting employees of the Company. In exchange, the Company will compensate him at the rate of $62,750 per quarter in arrears. Under Noncompete, Waiver and Release Agreement, effective September 1, 2009, Mr. Reed agrees to refrain from disclosing confidential information of the Company obtained during his employment, competing with the Company, and soliciting employees of the Company. Mr. Reed also waives any claims he may have against the Company. In exchange, the Company will pay him $100,000 on September 1, 2011.

Item 9.01 Financial Statements and Exhibits.

10.1 Independent Contractor Consulting Agreement entered into as of June 17, 2009 by and between SunTrust Banks, Inc. and William R. Reed, Jr.

10.2 Noncompete, Waiver and Release Agreement entered into as of June 17, 2009 by and between SunTrust Banks, Inc. and William R. Reed, Jr.

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