SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule TO

(Amendment No. 3)

Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the

Securities Exchange Act of 1934

SunTrust Banks, Inc.

SunTrust Preferred Capital I

SunTrust Capital VIII

SunTrust Capital I

SunTrust Capital III

(Name of Subject Companies (Issuers))

SunTrust Banks, Inc.

(Name of Filing Person (Offeror))

Depositary Shares, liquidation preference $25 per share, each representing a 1/4,000th interest

in a share of Perpetual Preferred Stock, Series A

(the “Preferred Depositary Shares”) CUSIP No 867914509

SunTrust Preferred Capital I 5.853% Fixed-to-Floating Rate Normal PPS, liquidation amount $1,000 per security (the “Normal PPS”) CUSIP No 86800XAA6

SunTrust Capital VIII 6.100% Trust Preferred Securities, liquidation amount $1,000 per security

(the “SunTrust Capital VIII Preferred Securities”) CUSIP No 86800YAA4

SunTrust Capital I Floating Rate Preferred Securities, Series A, liquidation amount $1,000 per security

(the “SunTrust Capital I Preferred Securities”) CUSIP No 86787XAA3

SunTrust Capital III Floating Rate Preferred Securities, Series A, liquidation amount $1,000 per security

(the “SunTrust Capital III Preferred Securities”) CUSIP No 86788LAA8

(Title of Class of Securities)

(CUSIP Number of Class of Securities)

RAYMOND D. FORTIN

Corporate Executive Vice President

and General Counsel

SunTrust Banks, Inc.

303 Peachtree Street

Atlanta, Georgia 30308

(404) 588-7711

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)

With copies to:

JEFFREY M. STEIN KEITH M. TOWNSEND King & Spalding LLP 1180 Peachtree Street, NE Atlanta, Georgia 30309 (404) 572-4600 MARK J. WELSHIMER ALAN J. SINSHEIMER Sullivan & Cromwell LLP 125 Broad Street New York, New York 10004 (212) 558-4000

CALCULATION OF FILING FEE

Transaction valuation(*)	Amount of Filing Fee(**)
$569,125,000	$31,757.18

* Estimated solely for the purpose of computing the filing fee in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

** The amount of the filing fee, calculated in accordance with Rule 0-11 of the Exchange Act and Fee Rate Advisory No. 5 for fiscal year 2009 equals $55.80 for each $1,000,000 of the value of the transaction.

x Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$31,757.18	Filing Party: SunTrust Banks, Inc.
Form or Registration No.:	Schedule TO/005-37153	Date Filed: June 1, 2009

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

¨ third-party tender offer subject to Rule 14d-1.

x issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ¨

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This Amendment No. 3 supplements and amends the Tender Offer Statement on Schedule TO (as amended, the “Tender Offer Statement”) filed by SunTrust Banks, Inc. (“SunTrust” or the “Company”) with the Securities and Exchange Commission on June 1, 2009. The Tender Offer Statement is being amended such that SunTrust is now making an offer (the “Offer”) to purchase up to $750,000,000 aggregate liquidation preference or amount of the issued and outstanding Preferred Depositary Shares, Normal PPS, SunTrust Capital VIII Preferred Securities, SunTrust Capital I Preferred Securities and SunTrust Capital III Preferred Securities, in each case, on the terms and subject to the conditions set forth in this document, the Offer to Purchase, dated June 1, 2009 (“Original Offer to Purchase”) (filed with the Tender Offer Statement as Exhibit (a)(1)(A)), a Supplement to the Original Offer to Purchase, dated June 15, 2009 (the “Supplement” and together with the Original Offer to Purchase, the “Offer to Purchase”) (filed with the Tender Offer Statement as Exhibit (a)(1)(D)) and an Amended Letter of Transmittal (the “Amended Letter of Transmittal”) (filed with the Tender Offer Statement as Exhibit (a)(1)(E)).

The information set forth in the Offer to Purchase and the Amended Letter of Transmittal is hereby expressly incorporated herein by reference in response to all items required in this Tender Offer Statement, except that such information is hereby amended and supplemented to the extent specifically provided herein.

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Item 6. Purposes of the Transaction and Plans or Proposals.

Item 6(c) of the Tender Offer Statement is hereby amended and restated in its entirety as follows:

(c) Plans.

The information set forth in the Offer to Purchase in the sections entitled “Questions and Answers about the Offer—What is the purpose of the Offer?”, “Summary— Background to the Transaction”, “Summary—Summary Terms of the Offer”, “Terms of the Offer—Purpose of the Offer”, “Terms of the Offer—Consequences of Failure to Tender Securities”, “Terms of the Offer—Retirement of Securities; Consent Solicitation”, “Terms of the Offer—Subsequent Repurchases” and “Recent Developments” is incorporated herein by reference.

The Preferred Depositary Shares are currently listed on the New York Stock Exchange (“NYSE”).

The Normal PPS are currently listed on the NYSE.

The SunTrust Capital VIII Preferred Securities are currently listed on the NYSE.

Item 7. Source and Amount of Funds or Other Consideration.

Item 7(a) of the Tender Offer Statement is hereby amended and restated in its entirety as follows:

(a) Source of Funds.

The information set forth in the Offer to Purchase in the sections entitled “Questions and Answers about the Offer—What are the key terms of the Offer?”, “Summary—Summary Terms of the Offer” and “Terms of the Offer—Source and Amount of Funds” is incorporated herein by reference. The Company would require a maximum of $525,000,000 to purchase the maximum number of Securities that may be tendered pursuant to the Offer.

Item 12. Exhibits.

Item 12 of the Tender Offer Statement is hereby amended by adding the following exhibit:

1. Exhibit (a)(1)(D) Supplement to Offer to Purchase, dated June 15, 2009.

2. Exhibit (a)(1)(E) Amended Letter of Transmittal.

3. Exhibit (a)(1)(F) Amended Notice of Withdrawal.

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SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: June 15, 2009

SUNTRUST BANKS, INC.
By:	/s/  Raymond D. Fortin
	Raymond D. Fortin Corporate Executive Vice President, General Counsel and Corporate Secretary

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EXHIBIT INDEX

EXHIBIT NUMBER	EXHIBIT NAME
(a)(1)(A)	Offer to Purchase, dated June 1, 2009 (filed as Exhibit (a)(1)(A) to the Company’s Schedule TO filed on June 1, 2009).
(a)(1)(B)	Letter of Transmittal (filed as Exhibit (a)(1)(B) to the Company’s Schedule TO filed on June 1, 2009).
(a)(1)(C)	Notice of Withdrawal (filed as Exhibit (a)(1)(C) to the Company’s Schedule TO filed on June 1, 2009).
(a)(1)(D)	Supplement to Offer to Purchase, dated June 15, 2009.
(a)(1)(E)	Amended Letter of Transmittal.
(a)(1)(F)	Amended Notice of Withdrawal.
(a)(5)(A)	Press release, dated June 1, 2009 (filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on June 1, 2009 and incorporated herein by reference).
(a)(5)(B)	Press release, dated June 1, 2009 (filed as Exhibit (a)(5)(B) to the Company’s Amendment No. 1 to Schedule TO filed on June 2, 2009).
(a)(5)(C)	Press release, dated June 8, 2009 (filed as Exhibit (a)(5)(C) to the Company’s Amendment No. 2 to Schedule TO filed on June 8, 2009.
(b)	Not applicable.
(d)(1)	Deposit Agreement, dated September 12, 2006 among the Company, U.S. Bank National Associated, and the holders from time to time of the depositary receipts described therein (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on September 12, 2006 and incorporated herein by reference).
(d)(2)	Replacement Capital Covenant, dated as of September 12, 2006 by the Company, in favor and for the benefit of each Covered Debtholder, as defined therein (filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on September 12, 2006 and incorporated herein by reference).
(d)(3)	Amended and Restated Declaration of Trust, among the Company as Sponsor, U.S. Bank National Association as Property Trustee, U.S. Bank Trust National Association as Delaware Trustee, the Administrative Trustees and the holders of the Trust Securities, dated as of October 25, 2006, (filed as Exhibit 4.3.2 to the Company’s Post-Effective Amendment No. 1 to Registration Statement on Form S-3 filed on October 18, 2006 (SEC File No. 333-137101) and incorporated herein by reference).
(d)(4)	Replacement Capital Covenant, dated as of October 25, 2006 by the Company, in favor of and for the benefit of each Covered Debtholder, as defined therein (filed as Exhibit 99.1 to the Company’s Form 8-K filed on November 6, 2006 and incorporated herein by reference).
(d)(5)	Stock Purchase Contract Agreement, dated as of October 25, 2006, between the Company and SunTrust Preferred Capital I, acting through U.S. Bank National Association, as Property Trustee (filed as Exhibit 4.6 to the Company’s Form 8-A filed on October 24, 2006 and incorporated herein by reference).
(d)(6)	Junior Subordinated Indenture, dated October 25, 2006, between the Company and U.S. Bank National Association, as Trustee (filed as Exhibit 4.4.3 to the Company’s Registration Statement on Form S-3 filed on September 5, 2006 (SEC File No. 333-137101) and incorporated herein by reference).
(d)(7)	Supplemental Indenture, dated October 25, 2006, between the Company and U.S. Bank National Association, as Trustee (filed as Exhibit 4.5 to the Company’s Form 8-A filed on October 24, 2006 and incorporated herein by reference).
(d)(8)	Guarantee Agreement, between the Company, and U.S. Bank National Association, as Trustee, for the benefit of the Holders from time to time of the Trust Preferred Securities of SunTrust Preferred Capital I (filed as Exhibit 4.18 to the Company’s Post-Effective Amendment No. 1 to Registration Statement on Form S-3 filed on October 18, 2006 (SEC File No. 333-137101) and incorporated herein by reference).
(d)(9)	Collateral Agreement between the Company, the Bank of New York Trust Company, N.A., and SunTrust Preferred Capital I (filed as Exhibit 99.1 to the Company’s Form 8-A filed on October 24, 2006 and incorporated herein by reference).

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(d)(10)	Second Amended and Restated Declaration of Trust, among the Company, as Sponsor, U.S. Bank National Association, as Property Trustee, U.S. Bank National Association, as Delaware Trustee and the Administrative Trustees and the several Holders, as defined therein (filed as Exhibit 4.1 to the Company’s Form 8-A filed on December 5, 2006 and incorporated herein by reference).
(d)(11)	Junior Subordinated Indenture, dated October 25, 2006, between the Company and U.S. Bank National Association, as Trustee (filed as Exhibit 4.4.3 to the Company’s Registration Statement on Form S-3 filed on September 5, 2006 (SEC File No. 333-137101) and incorporated herein by reference).
(d)(12)	Second Supplemental Indenture, between the Company and U.S. Bank National Association, as trustee (filed as Exhibit 4.4 to the Company’s Form 8-A filed on December 5, 2006 and incorporated herein by reference).
(d)(13)	Replacement Capital Covenant, dated December 6, 2006, by the Company, in favor of and for the benefit of each Covered Debtholder, as defined therein (filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on December 6, 2006 and incorporated herein by reference).
(d)(14)	Guarantee Agreement, between the Company and U.S. Bank National Association, (filed as Exhibit 4.2 to the Company’s Form 8-A filed on December 5, 2006 and incorporated herein by reference)
(d)(15)	Amended and Restated Declaration of Trust, dated May 12, 1997 by Raymond D. Fortin, as Regular Trustee, The First National Bank of Chicago, as Institutional Trustee, the Company, and by the holders, from time to time, of undivided beneficial ownership interests in SunTrust Capital I (filed as Exhibit 4.3 to the Company’s Registration Statement on Form S-3 filed on May 6, 1997 (SEC File No. 333-25381) and incorporated herein by reference).
(d)(16)	Indenture, dated May 6, 1997, between the Company and The First National Bank of Chicago, a national banking association, as Trustee (filed as Exhibit 4.4 to the Company’s Registration Statement on Form S-3 filed on May 6, 1997 (SEC File No. 333-25381) and incorporated herein by reference).
(d)(17)	First Supplemental Indenture, dated May 12, 1997 between the Company and The First National Bank of Chicago, as Trustee (filed as Exhibit 4.9 to the Company’s Current Report on Form 8-K filed on May 12, 1997 and incorporated herein by reference).
(d)(18)	Preferred Securities Guarantee Agreement, by the Company and The First National Bank of Chicago, as Trustee, for the benefit of the Holders from time to time of the Preferred Securities of SunTrust Capital I (filed as Exhibit 4.8 to the Company’s Registration Statement on Form S-3 filed on May 6, 1997 (SEC File No. 333-25381) and incorporated herein by reference).
(d)(19)	Amended and Restated Declaration of Trust, by Robert D. Fortin, as Regular Trustee, Donald T. Heroman, as Regular Trustee, Kenneth R. Houghton, as Regular Trustee, First Chicago Delaware Inc., as Delaware Trustee, The First National Bank of Chicago, as Institutional Trustee, the Company and by the holders, from time to time, of undivided beneficial ownership interests in SunTrust Capital III (filed as Exhibit 4.3.1 to the Company’s Current Report on Form 8-K filed on March 13, 1998 and incorporated herein by reference).
(d)(20)	Indenture, between the Company and First Chicago, as Trustee (filed as Exhibit 4.4 to the Company’s Registration Statement on Form S-3 filed on February 11, 1998 (SEC File No. 333-46123) and incorporated herein by reference).

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(d)(21)	First Supplemental Indenture, dated March 10, 1998, among the Company and The First National Bank of Chicago, as Trustee (filed as Exhibit 4.9.1 to the Company’s Current Report on Form 8-K filed on March 13, 1998 and incorporated herein by reference)
(d)(22)	Preferred Securities Guarantee Agreement by the Company and The First National Bank of Chicago, as Trustee, for the benefit of the Holders (as defined therein) from time to time of the Preferred Securities (as defined therein) of SunTrust Capital III (filed as Exhibit 4.8 to the Company’s Registration Statement on Form S-3 filed on February 11, 1998 (SEC File No. 333-46123) and incorporated herein by reference).
(g)	Not applicable.
(h)	Not applicable.

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EX-99.(A)(1)(D)

EXHIBIT (a)(1)(D)

SUNTRUST BANKS, INC.

SUPPLEMENT TO THE

OFFER TO PURCHASE FOR CASH

up to $750,000,000 aggregate liquidation preference or amount of the issued and outstanding

Depositary Shares, liquidation preference $25 per share, each representing a 1/4,000th interest in a share of Perpetual Preferred Stock, Series A (the “Preferred Depositary Shares”) CUSIP No 867914509

SunTrust Preferred Capital I 5.853% Fixed-to-Floating Rate Normal PPS, liquidation amount $1,000 per security (the “Normal PPS”) CUSIP No 86800XAA6

SunTrust Capital VIII 6.100% Trust Preferred Securities, liquidation amount $1,000 per security (the “SunTrust Capital VIII Preferred Securities”) CUSIP No 86800YAA4

SunTrust Capital I Floating Rate Preferred Securities, Series A, liquidation amount $1,000 per security (the “SunTrust Capital I Preferred Securities”) CUSIP No 86787XAA3

SunTrust Capital III Floating Rate Preferred Securities, Series A, liquidation amount $1,000 per security (the “SunTrust Capital III Preferred Securities”) CUSIP No 86788LAA8

On June 1, 2009, SunTrust Banks, Inc. (the “Company,” “we,” “our” or “us”), offered to registered holders (each a “Holder” and collectively, the “Holders”), upon the terms and subject to the conditions set forth in an offer to purchase (the “Original Offer to Purchase”) and in the accompanying letter of transmittal (the “Original Letter of Transmittal”), to purchase up to $1,000,000,000 aggregate liquidation preference or amount of the issued and outstanding Preferred Depositary Shares, Normal PPS, SunTrust Capital VIII Preferred Securities, SunTrust Capital I Preferred Securities and SunTrust Capital III Preferred Securities (collectively, the “Securities”; and the SunTrust Capital VIII Preferred Securities, SunTrust Capital I Preferred Securities and SunTrust Capital III Preferred Securities referred to as the “Trust Preferred Securities”).

By this supplement (the “Supplement,” together with the Original Offer to Purchase, the “Offer to Purchase”) we amend the Original Offer to Purchase. The Offer to Purchase, together with the Amended Letter of Transmittal included herewith (the “Amended Letter of Transmittal”), constitute the “Offer.” We have decreased the aggregate liquidation preference or amount of the issued and outstanding Securities that we will purchase in the Offer to $750,000,000 (the “Maximum Tender Amount”), so that the aggregate purchase price in the Offer will be up to $525,000,000. In addition, we have imposed limits on the aggregate liquidation preference or amount of Preferred Depositary Shares and Normal PPS we will accept in the Offer, so that we are offering to accept for purchase up to $375,000,000 aggregate liquidation preference of the Preferred Depositary Shares tendered in the Offer, up to $375,000,000 aggregate liquidation amount of the Normal PPS tendered in the Offer and such portion of the Trust Preferred Securities tendered in the Offer as will result in us purchasing Securities up to the Maximum Tender Amount. This Supplement also contains additional information that may be useful to Holders in considering participation in the Offer.

Neither the Securities and Exchange Commission (the “SEC”), any state securities commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System nor any other regulatory body has approved or disapproved of the Offer or determined if this document is truthful or complete. Any representation to the contrary is a criminal offense.

The Dealer Managers for the Offer are:

Goldman, Sachs & Co.	Sandler O’Neill + Partners, L.P.	SunTrust Robinson Humphrey
Sole Arranger and Lead Dealer Manager

The date of this document is June 15, 2009

IMPORTANT

The following amendments and supplements to the information contained in the Original Offer to Purchase are keyed to the headings in the Original Offer to Purchase. Holders should read the Original Offer to Purchase and the Amended Letter of Transmittal in conjunction with this Supplement in considering whether to tender their Securities. Terms defined in the Original Offer to Purchase and used in this Supplement but not otherwise defined in this Supplement have the meanings assigned to them in the Original Offer to Purchase.

Except as otherwise set forth in this Supplement or the Amended Letter of Transmittal, the terms and conditions set forth in the Original Offer to Purchase and the Original Letter of Transmittal remain applicable in all respects. To the extent that any information or amendment contained in this Supplement is inconsistent with the information in the Original Offer to Purchase, the information and amendments in this Supplement shall control.

The Offer is hereby amended and supplemented as follows:

All references in the Original Offer to Purchase to the Letter of Transmittal and the Notice of Withdrawal now mean the Amended Letter of Transmittal and Amended Notice of Withdrawal, respectively. All references in the Original Offer to Purchase to the Maximum Tender Amount now mean up to $750,000,000 aggregate liquidation preference or amount of the Securities. All references in the Original Offer to Purchase to the aggregate purchase price we may pay for Securities tendered in the Offer now mean up to $525,000,000. This Supplement also contains additional information that may be useful to Holders in considering participation in the Offer.

TABLE OF CONTENTS

Questions and Answers About the Offer	i
Introduction	iii
Terms of the Offer	1

QUESTIONS AND ANSWERS ABOUT THE OFFER

The following are certain questions regarding the Offer that you may have as a holder of the Securities and the answers to those questions. To fully understand the Offer and the considerations that may be important to your decision whether to participate, you should carefully read this Supplement, the Original Offer to Purchase and the Amended Letter of Transmittal in their entirety, including the section entitled “Risk Factors” as well as the information incorporated by reference in the Offer to Purchase. We have included references to the sections of the Offer to Purchase where you will find a more complete discussion. For further information about us, see the section of the Offer to Purchase entitled “Where You Can Find More Information.”

What is the purpose of the Offer?

Under the Supervisory Capital Assessment Program (the “SCAP”), the United States Treasury, working through and with the other primary federal regulators of banks, required the largest 19 U.S. bank holding companies to conduct forward looking capital assessments to gauge the level of capitalization of these institutions under various scenarios. While we are well capitalized and expect to remain so, we were advised by the United States Treasury pursuant to the SCAP that under the more-adverse-than-expected scenario we would need to adjust the composition of our Tier 1 capital resources to increase the common equity portion of Tier 1 capital by $2.16 billion. See “Recent Developments—Supervisory Capital Assessment Program.” For additional information regarding our capital plan and dividend, please see our Current Reports on Form 8-K filed with the SEC on May 15, 2009, June 1, 2009 and June 8, 2009. Sales of shares of our common stock in public offerings, and the use of the proceeds of such sales to purchase Securities in the Offer, are components of our capital plan.

What are the key terms of the Offer?

We are offering to the Holders, upon the terms and subject to the conditions set forth in the Offer to Purchase and in the Amended Letter of Transmittal to purchase up to the Maximum Tender Amount of the issued and outstanding Securities. By this Supplement, we have reduced the Maximum Tender Amount from $1,000,000,000 aggregate liquidation or preference amount to $750,000,000 aggregate liquidation preference or amount. In addition, we have imposed limits on the aggregate liquidation preference or amount of Preferred Depositary Shares and Normal PPS we will accept in the Offer, so that we are offering to accept for purchase up to $375,000,000 aggregate liquidation preference of the Preferred Depositary Shares tendered in the Offer, up to $375,000,000 aggregate liquidation amount of the Normal PPS tendered in the Offer and such portion of the Trust Preferred Securities tendered in the Offer as will result in us purchasing Securities up to the Maximum Tender Amount. The amount of each series of Securities that is purchased in the Offer may be prorated as set forth in the Offer to Purchase. See “Terms of the Offer—Maximum Tender Amount” in the Offer to Purchase for more information on the possible proration of the Offer relating to a particular series of Securities.

For each Preferred Depositary Share or $1,000 liquidation amount of other Securities tendered and accepted for purchase pursuant to the Offer the applicable Cash Purchase Price for such series of Securities will be the amount set forth in the table on the inside cover of the Offer to Purchase, so that the aggregate purchase price in the Offer will be up to $525,000,000. All Holders of such purchased Securities will also receive the applicable accrued and unpaid dividends or distributions on the Securities up to, but excluding, the date of payment of the applicable Cash Purchase Price. The applicable Cash Purchase Price, and the applicable accrued and unpaid distributions, if any, will be payable on the Settlement Date.

The Offer is being made on the terms and subject to the conditions set forth in the Offer to Purchase and in the Amended Letter of Transmittal. The outstanding Securities of each series are represented by global certificates registered in the name of The Depository Trust Company or its nominee (“DTC”). As a result, all Holders of Securities electing to tender pursuant to this Offer must do so pursuant to DTC’s book-entry procedures.

i

Will all Securities that I tender be accepted in this Offer?

We will accept up to $375,000,000 aggregate liquidation preference of the Preferred Depositary Shares tendered in the Offer, up to $375,000,000 aggregate liquidation amount of the Normal PPS tendered in the Offer and such portion of the Trust Preferred Securities tendered in the Offer as will result in us purchasing Securities up to $750,000,000 aggregate liquidation preference or amount. The series of Securities which we accept for purchase and the portion of the Securities within any series accepted for purchase will be determined by reference to the Acceptance Priority Levels set forth in the table on the inside cover of the Offer to Purchase, and by the proration procedures described under “Terms of the Offer—Maximum Tender Amount” in the Offer to Purchase.

When does the Offer expire, and may I withdraw Securities that I have previously tendered?

The Offer for each series of Securities will expire at 11:59 p.m., New York City time, on June 26, 2009 (unless we extend it or terminate it early) (the “Expiration Date”). You may withdraw any Securities that you previously tendered in the Offer at any time prior to the time it expires for such Securities by following the procedures described under the caption “Terms of the Offer—Withdrawal Rights” in the Offer to Purchase.

Is the Offer subject to any minimum tender or other conditions?

Our obligation to purchase Securities in the Offer is not subject to any minimum tender condition. Our obligation to purchase Securities in the Offer is, however, subject to a number of conditions that must be satisfied or waived by us, including, among others, that no change or changes have occurred or are threatened that, in our reasonable judgment, would materially and adversely affect us and our subsidiaries or the contemplated benefits of the Offer to us. Further, our obligation to purchase Normal PPS is conditioned upon our having received, pursuant to our concurrent consent solicitation, the affirmative consent of the holders of a majority in liquidation amount of the Normal PPS to certain amendments to the related trust documents that will allow us to retire the Normal PPS tendered in the Offer. For additional information, please see “Terms of the Offer—Conditions of the Offer” in the Offer to Purchase.

How do I participate in the Offer?

You may tender your Securities by transferring the Securities through ATOP or following the other procedures described under “Terms of the Offer—Procedures for Tendering” in the Offer to Purchase.

What must I do to participate if my Securities are held of record by a broker, dealer, commercial bank, trust company or other nominee?

If you wish to tender your Securities and they are held of record by a broker, dealer, commercial bank, trust company or other nominee, you should contact such entity promptly and instruct it to tender Securities on your behalf.

You are urged to instruct your broker, dealer, commercial bank, trust company or other nominee at least five business days prior to the Expiration Date in order to allow adequate processing time for your instruction.

Should you have any questions as to the procedures for tendering your shares, please call your broker, dealer, commercial bank, trust company or other nominee, or call our Depositary and Information Agent, D.F. King & Co., Inc., at its telephone number set forth on the back cover page of this Supplement.

WE ARE NOT PROVIDING FOR GUARANTEED DELIVERY PROCEDURES AND THEREFORE YOU MUST ALLOW SUFFICIENT TIME FOR THE NECESSARY TENDER PROCEDURES TO BE COMPLETED DURING NORMAL BUSINESS HOURS OF DTC ON OR

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PRIOR TO THE EXPIRATION DATE. IF YOU HOLD YOUR SECURITIES THROUGH A BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE, YOU SHOULD KEEP IN MIND THAT SUCH ENTITY MAY REQUIRE YOU TO TAKE ACTION WITH RESPECT TO THE OFFER A NUMBER OF DAYS BEFORE THE EXPIRATION DATE IN ORDER FOR SUCH ENTITY TO TENDER SECURITIES ON YOUR BEHALF ON OR PRIOR TO THE EXPIRATION DATE. TENDERS NOT RECEIVED BY THE DEPOSITARY AND INFORMATION AGENT ON OR PRIOR TO THE EXPIRATION DATE WILL BE DISREGARDED AND OF NO EFFECT.

INTRODUCTION

SunTrust Banks, Inc., a Delaware corporation, has amended its offer to purchase up to $1,000,000,000 aggregate liquidation preference or amount of the issued and outstanding Securities. We are now offering to purchase up to $750,000,000 aggregate liquidation preference or amount of the Securities. In addition, we have imposed limits on the aggregate liquidation preference or amount of Preferred Depositary Shares and Normal PPS we will accept in the Offer, so that we are offering to accept for purchase up to $375,000,000 aggregate liquidation preference of the Preferred Depositary Shares tendered in the Offer, up to $375,000,000 aggregate liquidation amount of the Normal PPS tendered in the Offer and such portion of the Trust Preferred Securities tendered in the Offer as will result in us purchasing Securities up to the Maximum Tender Amount.

Except as otherwise set forth in this Supplement or the Amended Letter of Transmittal, the terms and conditions set forth in the Original Offer to Purchase and the Original Letter of Transmittal remain applicable in all respects. To the extent that any information or amendment contained in this Supplement is inconsistent with the information in the Original Offer to Purchase, the information and amendments in this Supplement shall control.

You may tender your Securities by transferring the Securities through ATOP or following the other procedures described under “Terms of the Offer—Procedures for Tendering Securities.” If you wish to tender your Securities and they are held of record by a broker, dealer, commercial bank, trust company or other nominee, you should contact such entity promptly and instruct it to tender Securities on your behalf. We urge you to instruct your broker, dealer, commercial bank, trust company or other nominee at least five business days prior to the Expiration Date in order to allow adequate processing time for your instruction. Should you have any questions as to the procedures for tendering your shares, please call your broker, dealer, commercial bank, trust company or other nominee, or call our Information Agent at its telephone number set forth on the back cover page of this Supplement.

WE ARE NOT PROVIDING FOR GUARANTEED DELIVERY PROCEDURES AND THEREFORE YOU MUST ALLOW SUFFICIENT TIME FOR THE NECESSARY TENDER PROCEDURES TO BE COMPLETED DURING NORMAL BUSINESS HOURS OF DTC ON OR PRIOR TO THE EXPIRATION DATE. TENDERS NOT RECEIVED BY THE DEPOSITARY AND INFORMATION AGENT ON OR PRIOR TO THE EXPIRATION DATE WILL BE DISREGARDED AND OF NO EFFECT.

All references in the Original Offer to Purchase and in the related Offer documents to the Letter of Transmittal and the Notice of Withdrawal now mean the Amended Letter of Transmittal and Amended Notice of Withdrawal, respectively. All references in the Original Offer to Purchase to the Maximum Tender Amount now mean up to $750,000,000 aggregate liquidation preference or amount of the Securities. All references in the Original Offer to Purchase to the aggregate purchase price we may pay for Securities tendered in the Offer now mean up to $525,000,000. This Supplement also contains additional information that may be useful to Holders in considering participation in the Offer.

In addition to the changes to the information included in the Original Offer to Purchase described above in this Supplement, the information in the Original Offer to Purchase is subject to the following, which amends and supplements such information as described below.

iii

TERMS OF THE OFFER

1. Acceptance Priority Levels (inside cover of the Original Offer to Purchase)

The table on the inside cover is amended and restated by adding a footnote “(1)” to the column heading “Acceptance Priority Level” and by adding following text at the bottom of the table:

“(1) We will accept for purchase up to $375,000,000 aggregate liquidation preference of the Preferred Depositary Shares tendered in the Offer, up to $375,000,000 aggregate liquidation amount of the Normal PPS tendered in the Offer and such portion of the Trust Preferred Securities tendered in the Offer as will result in us purchasing Securities up to $750,000,000 aggregate liquidation preference or amount.”

2. Where You Can Find More Information (page 4 of the Original Offer to Purchase)

The second paragraph under the caption “Where You Can Find More Information”, and the three bullet points thereafter are deleted and replaced in their entirety with the following:

“The SEC allows us to incorporate by reference the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this Offer to Purchase, and later information that we file with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below (other than, in each case, information that is not deemed to have been filed in accordance with SEC rules):

• Annual Report on Form 10-K for the year ended December 31, 2008;

• Quarterly Report on Form 10-Q for the quarter ended March 31, 2009; and

• Current Reports on Form 8-K filed with the SEC on January 2, 2009, January 7, 2009, January 22, 2009 (except Items 2.02 and 7.01 and the related Exhibits 99.1 and 99.2 included in Item 9.01), February 17, 2009 (Form 8-K/A filed on April 2, 2009), April 30, 2009, May 8, 2009, May 15, 2009, June 1, 2009, June 5, 2009 and June 8, 2009.”

The following text is added following the final paragraph under the caption “Where You Can Find More Information”:

“Please note that the Schedule TO to which this Offer to Purchase relates does not permit forward “incorporation by reference.” If a material change occurs in the information set forth in this Offer to Purchase, we will amend the Schedule TO accordingly and distribute an updated Offer to Purchase or supplement to Holders.”

3. Summary Terms of the Offer (pages 9-13 of the Original Offer to Purchase)

The following sections under the heading “Summary Terms of the Offer” are amended and restated as follows:

The section captioned “Maximum Tender Amount” is deleted and replaced in its entirety with the following:

Maximum Tender Amount The Company is offering to purchase a portion of the outstanding Securities in an aggregate liquidation preference or amount of up to $750,000,000 (not including any accrued and unpaid dividends or distributions), which we refer to as the Maximum Tender Amount.

We will accept for purchase up to $375,000,000 aggregate liquidation preference of the Preferred Depositary Shares tendered in the Offer (the Preferred Depositary Shares Maximum Tender Amount”), up to $375,000,000 aggregate liquidation amount of the Normal PPS

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tendered in the Offer (the “Normal PPS Maximum Tender Amount”) and such portion of the Trust Preferred Securities tendered in the Offer as will result in us purchasing Securities up to the Maximum Tender Amount. The Securities will be purchased in accordance with the Acceptance Priority Level as set forth in the table on the inside cover of this Offer to Purchase (the “Acceptance Priority Level”). Those Acceptance Priority Levels are ranked in numerical priority order: an Acceptance Priority Level of 1 is the highest-ranking Acceptance Priority Level and an Acceptance Priority Level of 3 is the lowest-ranking Acceptance Priority Level. All Securities tendered having an Acceptance Priority Level of 1 will be accepted for purchase, in the case of the Preferred Depositary Shares, up to the Preferred Depositary Shares Maximum Tender Amount and, in the case of the Normal PPS, up to the Normal PPS Maximum Tender Amount before any tendered Securities having a lower-ranking Acceptance Priority Level are accepted for purchase. If we can, consistent with the Preferred Depositary Shares Maximum Tender Amount limitation and the Normal PPS Maximum Tender Amount limitation, purchase some, but not all of the tendered Preferred Depositary Shares or Normal PPS, the amount of Preferred Depositary Shares and Normal PPS purchased will each be prorated based on the aggregate liquidation preference or amount of Preferred Depositary Shares or Normal PPS tendered, as applicable. If we can, consistent with the Maximum Tender Amount limitation, purchase some, but not all of the tendered Trust Preferred Securities of an applicable Acceptance Priority Level, the amount of Securities purchased within that Acceptance Priority Level will be prorated based on the aggregate liquidation amount of Securities tendered with respect to the applicable Acceptance Priority Level. In that event, Trust Preferred Securities of any other series with a lower-ranking Acceptance Priority Level than that of the prorated series of Trust Preferred Securities will not be accepted for purchase.

The fourth sentence under the caption “Conditions of the Offer” is deleted and replaced in its entirety with the following:

“Subject to applicable law, the Company expressly reserves the right, in its sole discretion, to terminate the Offer at any time prior to the Expiration Date with respect to any or all series of Securities if any of the conditions specified in “Conditions of the Offer” are not satisfied.”

4. Risk Factors (page 14 of the Original Offer to Purchase)

The paragraph under the caption “We may not accept all of the Securities tendered in the Offer.” on page 14 of the Original Offer to Purchase is hereby amended and restated to read in its entirety as follows:

“Depending on the amount of Securities tendered in the Offer, we may not accept all of the Securities tendered in the Offer. Further, we may have to prorate the Securities of the lowest Acceptance Priority Level that we accept in the Offer. Any Securities not accepted will be returned to tendering holders promptly after expiration. See “Terms of the Offer—Maximum Tender Amount.””

5. General (page 18 of the Original Offer to Purchase)

The first paragraph under the caption “General” on page 18 of the Original Offer to Purchase is hereby amended and restated to read in its entirety as follows:

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“The Company is offering to purchase for cash, upon the terms and subject to the conditions set forth in this Offer to Purchase, outstanding Securities having an aggregate liquidation preference or amount of up to $750,000,000 (the “Maximum Tender Amount”) for the Cash Purchase Price for each series of Securities set forth on the inside cover of this Offer to Purchase, so that the aggregate purchase price of the Securities will be up to $525,000,000. We are offering to accept for purchase up to $375,000,000 aggregate liquidation preference of the Preferred Depositary Shares tendered in the Offer (the “Preferred Depositary Shares Maximum Tender Amount”), up to $375,000,000 aggregate liquidation amount of the Normal PPS tendered in the Offer (the “Normal PPS Maximum Tender Amount”) and such portion of the Trust Preferred Securities tendered in the Offer as will result in us purchasing Securities equal to the Maximum Tender Amount.”

6. Maximum Tender Amount (pages 18-20 of the Original Offer to Purchase)

The first paragraph under the caption “Maximum Tender Amount” on page 18 of the Original Offer to Purchase is hereby amended and restated to read in its entirety as follows:

“We will accept for purchase up to $375,000,000 aggregate liquidation preference of the Preferred Depositary Shares tendered in the Offer, up to $375,000,000 aggregate liquidation amount of the Normal PPS tendered in the Offer and such portion of the Trust Preferred Securities tendered in the Offer as will result in us purchasing Securities up to the Maximum Tender Amount. The Securities will be purchased in accordance with the Acceptance Priority Level as set forth in the table on the inside cover of this Offer to Purchase (the “Acceptance Priority Level”). Those Acceptance Priority Levels are ranked in numerical priority order: an Acceptance Priority Level of 1 is the highest-ranking Acceptance Priority Level and an Acceptance Priority Level of 3 is the lowest-ranking Acceptance Priority Level. All Securities tendered having an Acceptance Priority Level of 1 will be accepted for purchase, in the case of the Preferred Depositary Shares, up to the Preferred Depositary Shares Maximum Tender Amount and, in the case of the Normal PPS, up to the Normal PPS Maximum Tender Amount before any tendered Securities having a lower-ranking Acceptance Priority Level are accepted for purchase. If we can, consistent with the Preferred Depositary Shares Maximum Tender Amount limitation and the Normal PPS Maximum Tender Amount limitation, purchase some, but not all of the tendered Preferred Depositary Shares or Normal PPS, the amount of Preferred Depositary Shares and Normal PPS purchased will each be prorated based on the aggregate liquidation preference or amount of Preferred Depositary Shares or Normal PPS tendered, as applicable. If we can, consistent with the Maximum Tender Amount limitation, purchase some, but not all of the tendered Trust Preferred Securities of an applicable Acceptance Priority Level, the amount of Securities purchased within that Acceptance Priority Level will be prorated based on the aggregate liquidation amount of Securities tendered with respect to the applicable Acceptance Priority Level. In that event, Trust Preferred Securities of any other series with a lower-ranking Acceptance Priority Level than that of the prorated series of Trust Preferred Securities will not be accepted for purchase.”

The first full paragraph on page 19 is deleted and replaced in its entirety with the following:

“If proration of a series of tendered Securities is required, the Company or the Depositary and Information Agent will determine the final proration factor promptly after the Expiration Date and will announce the results of proration by press release.”

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The tables and accompanying text contained under “Maximum Tender Amount” on pages 19 and 20 of the Original Offer to Purchase are hereby amended and restated in their entirety as follows:

High Participation Scenario

Title of Security	Applicability of Proration/ Acceptance Priority Level	Aggregate Liquidation Preference/ Amount Outstanding		% of Tendered Securities Accepted		% of Tendered Securities Not Accepted
Preferred Depositary Shares, liquidation preference $25 per share, each representing a 1/4,000th interest in a share of SunTrust Banks, Inc. Perpetual Preferred Stock, Series A	1	$	500,000,000	75	%	25	%
SunTrust Preferred Capital I 5.853% Fixed-to-Floating Rate Normal PPS, liquidation amount $1,000 per security	1	$	500,000,000	75	%	25	%
SunTrust Capital VIII 6.100% Trust Preferred Securities, liquidation amount $1,000 per security	2	$	1,000,000,000	—		100	%
SunTrust Capital I Floating Rate Preferred Securities, Series A, liquidation amount $1,000 per security	3	$	350,000,000	—		100	%
SunTrust Capital III Floating Rate Preferred Securities, Series A, liquidation amount $1,000 per security	3	$	250,000,000	—		100	%

In this example, we would accept 75% of validly tendered and not withdrawn Preferred Depositary Shares and Normal PPS and none of the validly tendered and not withdrawn Trust Preferred Securities.

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Low Participation Scenario

Title of Security	Applicability of Proration / Acceptance Priority Level	Aggregate Liquidation Preference/ Amount Outstanding		% of Tendered Securities Accepted		% of Tendered Securities Not Accepted
Preferred Depositary Shares, liquidation preference $25 per share, each representing a 1/4,000th interest in a share of SunTrust Banks, Inc. Perpetual Preferred Stock, Series A	1	$	500,000,000	100	%	—
SunTrust Preferred Capital I 5.853% Fixed-to-Floating Rate Normal PPS, liquidation amount $1,000 per security	1	$	500,000,000	100	%	—
SunTrust Capital VIII 6.100% Trust Preferred Securities, liquidation amount $1,000 per security	2	$	1,000,000,000	50	%	50	%
SunTrust Capital I Floating Rate Preferred Securities, Series A, liquidation amount $1,000 per security	3	$	350,000,000	—		100	%
SunTrust Capital III Floating Rate Preferred Securities, Series A, liquidation amount $1,000 per security	3	$	250,000,000	—		100	%

In this example, we would accept 100% of validly tendered and not withdrawn Preferred Depositary Shares, and Normal PPS, 50% of validly tendered and not withdrawn SunTrust Capital VIII Preferred Securities and none of the validly tendered and not withdrawn SunTrust Capital I Preferred Securities or SunTrust Capital III Preferred Securities.”

7. Conditions of the Offer (pages 20-22 of the Original Offer to Purchase)

The text following the first and second bullets in the second paragraph under the caption “Conditions of the Offer” is deleted and replaced in its entirety with the following:

• “there is pending, or has been threatened in writing or instituted, or we have received notice of, any action, suit or proceeding by any government or governmental, regulatory or administrative agency, authority or tribunal or by any other person, domestic, foreign or supranational, before any court, authority, agency or other tribunal that directly or indirectly: (a) challenges or seeks to make illegal, or to delay or otherwise directly or indirectly to restrain, prohibit or otherwise affect the making or consummation of the Offer, the acquisition of some or all of the Securities in the Offer or otherwise relates in any manner to the Offer; or (b) in our reasonable judgment, would materially and adversely affect our and our subsidiaries’ business, condition (financial or otherwise), assets, income, operations or prospects, taken as a whole, or otherwise materially impair in any way the contemplated future conduct of our business or any of our subsidiaries’ business or materially impair the contemplated benefits of the Offer to us;

• there has been any action threatened in writing, instituted, pending, proposed or taken, including any settlement, or any approval withheld, or any law, statute, rule, regulation, judgment, order or injunction threatened in writing, invoked, proposed, sought, promulgated, enacted, entered, amended, enforced, applicable or deemed to be applicable to the Offer or to us or any of our subsidiaries, including any settlement, by any court, government or governmental, regulatory or administrative authority, agency or tribunal, domestic, foreign or supranational, that, in our

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reasonable judgment, could directly or indirectly: (i) make the acceptance for payment of, or payment for, some or all of the Securities illegal, or otherwise restrict or prohibit consummation of the Offer, (ii) delay or restrict our ability, or render us unable, to accept for payment or pay for some or all of the Securities, (iii) materially impair the contemplated benefits of the Offer to us; or (iv) materially and adversely affect us and our subsidiaries’ business, condition (financial or otherwise), assets, liabilities, income, operations or prospects, taken as a whole, or otherwise materially impair in any way the contemplated future conduct of our or any of our subsidiaries’ business;”

The fourth paragraph under the caption “Conditions of the Offer” is deleted and replaced in its entirety with the following:

“The conditions described above are solely for our benefit and may be asserted by us regardless of the circumstances giving rise to any such condition, and may be waived by us, in whole or in part, at any time and from time to time before the Expiration Date, in each case with respect to some or all series of Securities. Our failure at any time to exercise any of our rights will not be deemed a waiver of any other right, and each right will be deemed an ongoing right which may be asserted at any time before the Expiration Date. Notwithstanding the foregoing, we will not intentionally take any action or fail to take any action to cause any of the foregoing conditions to occur.”

The first sentence of the fifth paragraph under the caption “Conditions of the Offer” is deleted and replaced in its entirety with the following:

“Subject to applicable law, we expressly reserve the right, in our sole discretion, to terminate the Offer prior to the Expiration Date, with respect to any or all series of Securities, if any of the applicable conditions specified in this section are not satisfied.”

8. Compliance with “Short Tendering” Rule (page 24 of the Original Offer to Purchase)

The two paragraphs under the caption “Compliance with “Short Tendering” Rule” are deleted and replaced in their entirety with the following:

“It is a violation of Rule 14e-4 under the Exchange Act for a person, directly or indirectly, to tender Securities for such person’s own account unless the person so tendering (a) has a net long position equal to or greater than the aggregate principal amount of the Securities being tendered and (b) will cause such Securities to be delivered in accordance with the terms of the Offer. Rule 14e-4 provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person.

A tender of Securities in response to the Offer under any of the procedures described above will constitute a binding agreement between the tendering Holder and us with respect to the Offer upon the terms and subject to the conditions of the Offer, including the tendering Holder’s acceptance of the terms and conditions of the Offer, as well as the tendering Holder’s representation and warranty that (a) such Holder has a net long position in the Securities being tendered pursuant to the Offer within the meaning of Rule 14e-4 under the Exchange Act and (b) the tender of such Securities complies with Rule 14e-4.”

9. Determination of Validity (page 24 of the Original Offer to Purchase)

The final sentence in the paragraph under the caption “Determination of Validity” is deleted and replaced in its entirety with the following:

“Any Securities received by the Depositary and Information Agent that are not validly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Depositary and Information Agent to the tendering owners, via the facilities of DTC, promptly following the Expiration Date.”

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10. Expiration Date; Extensions; Amendments (page 27 of the Original Offer to Purchase)

The second paragraph under the caption “Expiration Date; Extensions; Amendments” is deleted and replaced in its entirety with the following:

“The Company expressly reserves the right, subject to applicable law, to:

• accept for purchase and pay for all Securities validly tendered on or before the Expiration Date and not validly withdrawn and to keep the Offer open or extend the Expiration Date to a later date and time with respect to one or more series of Securities as announced by the Company;

• increase the Maximum Tender Amount for the Securities;

• waive any or all conditions to the Offer with respect to one or more series of Securities;

• terminate the Offer with respect to one or more series of Securities, if any of the applicable conditions specified in “Conditions of the Offer” are not satisfied; or

• otherwise amend the Offer with respect to one or more series of Securities.”

The first sentence in the third paragraph under the caption “Expiration Date; Extensions; Amendments” is deleted and replaced in its entirety with the following:

“If the Company exercises any such right, the Company will give written notice thereof to DTC and will make a public announcement thereof as promptly as practicable and, in the case of an extension of the Expiration Date, before 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date.”

The first sentence in the fourth paragraph under the caption “Expiration Date; Extensions; Amendments” is deleted and replaced in its entirety with the following:

“The minimum period during which the Offer will remain open following material changes in the terms of the Offer or in the information concerning the Offer, including the waiver of a material condition, will depend upon the facts and circumstances of such change, including the relative materiality of the changes, but in any case will be at least five business days.”

The third sentence in the fourth paragraph under the caption “Expiration Date; Extensions; Amendments” is deleted and replaced in its entirety with the following:

“If any of the terms of the Offer are amended in a manner determined by the Company to constitute a material change adversely affecting any Holder, the Company will (a) promptly disclose any such amendment in a manner reasonably calculated to inform Holders of such amendment, (b) extend the Offer for a time period that the Company in its sole discretion deems appropriate, depending upon the significance of the amendment and the manner of disclosure to Holders, if the Offer would otherwise expire during such time period, so that the Offer remains open at least five business days and (c) ensure that withdrawal rights are available for a reasonable period following notice of such amendment and, in any case, until the Expiration Date.”

11. Withdrawal of Tenders (page 28 of the Original Offer to Purchase)

The first sentence of the final paragraph under the caption “Withdrawal of Tenders” is deleted and replaced in its entirety with the following:

“All questions as to the form and validity (including time of receipt) of any notice of withdrawal of a tender will be determined by us, which determination shall be final and binding, provided, however, that our determination may be challenged in a court of competent jurisdiction.”

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12. Directors and Executive Officers (page 28 of the Original Offer to Purchase)

The following new section is added immediately following the section “Security Ownership”:

“Directors and Executive Officers

The following are the directors and executive officers of SunTrust:

Name	Position
James M. Wells III	Chairman of the Board and Chief Executive Officer
Frances L. Breeden	Corporate Executive Vice President and Human Resources Director
Mark A. Chancy	Corporate Executive Vice President and Chief Financial Officer
David F. Dierker	Corporate Executive Vice President and Chief Administrative Officer
Thomas E. Freeman	Corporate Executive Vice President, Chief Credit Officer, and Chief Risk Officer
Raymond D. Fortin	Corporate Executive Vice President, General Counsel and Corporate Secretary
C. T. Hill	Corporate Executive Vice President
Thomas G. Kuntz	Corporate Executive Vice President
William R. Reed, Jr.	Vice Chairman
William H. Rogers, Jr.	President
Timothy E. Sullivan	Corporate Executive Vice President and Chief Information Officer
E. Jenner Wood, III	Corporate Executive Vice President
Robert M. Beall, II	Director
Alston D. Correll	Director
Jeffrey C. Crowe	Director
Patricia C. Frist	Director
Blake P. Garrett, Jr.	Director
David H. Hughes	Director
M. Douglas Ivester	Director
J. Hicks Lanier	Director
G. Gilmer Minor, III	Director
Larry L. Prince	Presiding Director
Frank S. Royal, M.D.	Director
Karen Hastie Williams	Director
Phail Wynn, Jr.	Director

The address and telephone number of each director and executive officer is: c/o SunTrust Banks, Inc., 303 Peachtree Street, NE, Atlanta, Georgia 30308, 404-588-7711.

The information set forth in the Company’s Proxy Statement filed on March 6, 2009 under the headings “Election of Directors—Nominees for Directorship (Item 1)” and “Executive Officers” is incorporated herein by reference.

None of the above has been convicted in a criminal proceeding during the past five years (excluding traffic violations or similar misdemeanors). None of the above was a party to any judicial or administrative proceeding during the past five years (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining them from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.”

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The Depositary and Information Agent for the Offer is:

D.F. King & Co., Inc.

48 Wall Street, 22^nd Floor

New York, NY 10005

Banks and Brokers, Call Collect:

(212) 269-5550

All Others Call Toll-Free:

(800) 735-3107

suntrust@dfking.com

By Hand, Overnight Delivery or Mail (Registered or Certified Mail Recommended):	By Facsimile Transmission (for Eligible Institutions only):
D. F. King & Co., Inc.	D. F. King & Co., Inc.
48 Wall Street, 22nd Floor	(212) 809-8838
New York, New York 10005	Attention: Elton Bagley
	Confirm by Telephone:
	(212) 493-6996

Any questions or requests for assistance may be directed to the Sole Arranger and Lead Dealer Manager or the Depositary and Information Agent at their respective telephone numbers as set forth on this back cover page. Any requests for additional copies of this document, the Amended Letter of Transmittal or related documents may be directed to the Depositary and Information Agent. A holder may also contact such holder’s broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

The Sole Arranger and Lead Dealer Manager for the Offer is:

Goldman, Sachs & Co.

Liability Management Group

One New York Plaza, 48^th Floor

New York, New York 10004

(877) 686-5059 (toll-free)

(212) 902-5183 (collect)

EX-99.(A)(1)(E)

EXHIBIT (a)(1)(E)

AMENDED LETTER OF TRANSMITTAL

OF

SUNTRUST BANKS, INC.

SUNTRUST PREFERRED CAPITAL I

SUNTRUST CAPITAL VIII

SUNTRUST CAPITAL I

SUNTRUST CAPITAL III

Offer to Purchase for Cash

for up to $750,000,000 aggregate liquidation preference or amount of the issued and outstanding

Depositary Shares, liquidation preference $25 per share, each representing a 1/4,000th interest in a share of Perpetual Preferred Stock, Series A (the “Preferred Depositary Shares”) CUSIP No 867914509

SunTrust Preferred Capital I 5.853% Fixed-to-Floating Rate Normal PPS, liquidation amount $1,000 per security (the “Normal PPS”) CUSIP No 86800XAA6

SunTrust Capital VIII 6.100% Trust Preferred Securities, liquidation amount $1,000 per security (the “SunTrust Capital VIII Preferred Securities”) CUSIP No 86800YAA4

SunTrust Capital I Floating Rate Preferred Securities, Series A, liquidation amount $1,000 per security (the “SunTrust Capital I Preferred Securities”) CUSIP No 86787XAA3

SunTrust Capital III Floating Rate Preferred Securities, Series A, liquidation amount $1,000 per security (the “SunTrust Capital III Preferred Securities” and collectively with the above securities, the “Securities”) CUSIP No 86788LAA8

Pursuant to the Offer to Purchase for Cash Dated June 1, 2009, as amended

Dated June 15, 2009

The Offer (as hereinafter defined) will expire at 11:59 p.m., New York City time, on June 26, 2009, unless extended or earlier terminated. The term “Expiration Date” for any series of Securities means such date and time or, if the Offer is extended for such series of Securities, the latest date and time to which the offer is extended for such series of Securities. If you choose to tender and wish to receive the consideration specified in the Offer to Purchase dated June 1, 2009 (as amended or supplemented from time to time, the “Offer to Purchase”), you must validly tender and not validly withdraw your Securities on or prior to the Expiration Date. This Amended Letter of Transmittal need not be completed by Holders tendering Securities by ATOP (as hereinafter defined). You may withdraw your tender of Securities at any time on or prior to the Expiration Date. In addition, you may withdraw Securities that you tender that are not accepted for tender after the expiration of 40 business days after the commencement of the Offer.

The Depositary and Information Agent for the Offer is:

D. F. King & Co., Inc.

By Registered or Certified Mail or by Hand or by Overnight Courier:	By Facsimile (for Eligible Institutions only):
D.F. King & Co. Inc. 48 Wall Street, 22nd Floor New York, New York 10005	D.F. King & Co. Inc. (212) 809-8838 Attention: Elton Bagley Confirm by Telephone: (212) 493-6996

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION VIA FACSIMILE, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

The instructions contained herein should be read carefully before this Amended Letter of Transmittal is completed. All capitalized terms used herein and not defined shall have the meanings ascribed to them in the Offer to Purchase.

Questions and requests for assistance relating to the procedures for tendering Securities and requests for additional copies of the Offer to Purchase and this Letter of Transmittal may be directed to the Depositary and Information Agent at its address and telephone numbers on the back cover of this Letter of Transmittal.

This Amended Letter of Transmittal and the instructions hereto (this “Letter of Transmittal”), the Offer to Purchase dated June 1, 2009 and the Supplement to the Offer to Purchase dated June 15, 2009 (together, the “Offer to Purchase” and together with this Letter of Transmittal, as amended from time to time, the “Offer Documents”) relate to an offer (the “Offer”) by SunTrust Banks, Inc. (“SunTrust” or the “Company”) to registered holders (each a “Holder” and collectively, the “Holders”), upon the terms and subject to the conditions set forth in the Offer to Purchase and this Letter of Transmittal, to purchase up to $750,000,000 aggregate liquidation preference or amount (the “Maximum Tender Amount”) of the issued and outstanding Preferred Depositary Shares, Normal PPS, SunTrust Capital VIII Preferred Securities, SunTrust Capital I Preferred Securities and SunTrust Capital III Preferred Securities (collectively, the “Securities”; and the SunTrust Capital VIII Preferred Securities, SunTrust Capital I Preferred Securities and SunTrust Capital III Preferred Securities referred to as the “Trust Preferred Securities”). All of the Securities are held in book-entry form, and all of the Securities are currently represented by one or more global certificates held for the account of The Depository Trust Company (“DTC”).

This Letter of Transmittal may be used by a Holder who desires to tender Securities pursuant to the Offer. Pursuant to authority granted by DTC, if you are a DTC participant which has Securities credited to your DTC account, you may directly tender your Securities in the Offer as though you were a registered holder of Securities. DTC participants that wish to accept the Offer may tender their Securities by (i) validly transmitting their acceptance to DTC through DTC’s Automated Tender Offer Program (“ATOP”) or (ii) completing, signing and dating this Letter of Transmittal according to the instructions set forth in the Offer Documents, having the signature on this Letter of Transmittal guaranteed if this Letter of Transmittal so requires and mailing or delivering this Letter of Transmittal or a facsimile hereof together with any other required documents to the Depositary and Information Agent at its address set forth in this Letter of Transmittal. In addition, either:

• the Depositary and Information Agent must receive, prior to the Expiration Date for each series of Securities tendered, a properly transmitted Agent’s Message for such series of Securities; or

• the Depositary and Information Agent must receive, prior to the Expiration Date for each series of Securities tendered, a timely confirmation of book-entry transfer of such Securities into the Depositary and Information Agent’s account at DTC according to the procedure for book-entry transfer described below, this Letter of Transmittal and any other documents required by this Letter of Transmittal.

The Depositary and Information Agent and DTC have confirmed that Securities are eligible to be tendered through ATOP. To tender the Securities, DTC participants may, in lieu of physically completing and delivering this Letter of Transmittal and delivering it to the Depositary and Information Agent, electronically transmit their acceptance through ATOP, and DTC will then verify the acceptance, execute a book-entry delivery to the Depositary and Information Agent’s account at DTC and send an Agent’s Message to the Depositary and Information Agent for its acceptance. The confirmation of a book-entry transfer into the Depositary and Information Agent’s account at DTC as described above is referred to herein as a “Book-Entry Confirmation.” Delivery of documents to DTC does not constitute delivery to the Depositary and Information Agent. The term “Agent’s Message” as used herein means a message transmitted by DTC to, and received by, the Depositary and Information Agent and forming a part of the Book-Entry Confirmation, which states that DTC has received an

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express acknowledgment from the DTC participant described in such Agent’s Message, stating that such participant has received and agrees to be bound by the terms and conditions of the Offer as set forth in the Offer Documents, and that the Company may enforce such agreement against such participant.

In the event that the Offer is withdrawn, terminated or otherwise not completed, no consideration will be paid for any of the validly tendered Securities, and any Securities tendered by you will be credited to your account.

The Offer is made upon the terms and subject to the conditions set forth in the Offer Documents. Holders should carefully review such information.

The Offer is not being made to, nor will tenders of Securities be accepted from or on behalf of, Holders in any jurisdiction in which the making or acceptance of the Offer would not be in compliance with the laws of such jurisdiction.

If you hold your Securities through a broker dealer, commercial bank, trust company or other nominee, you should contact such nominee promptly and instruct them to tender Securities on your behalf. The instructions included with this Letter of Transmittal must be followed.

Holders who wish to tender their Securities using this Letter of Transmittal must complete the box below entitled “Method of Delivery” and complete the box below entitled “Description of Securities Tendered” and sign in the appropriate box below.

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METHOD OF DELIVERY

Name of Tendering Institution:                                                                                                       

DTC Account Number:                                                                                                                   

Transaction Code Number:                                                                                                             

List below the Securities to which this Letter of Transmittal relates. If the space provided below is inadequate, list the issue of Securities and number of Preferred Depositary Shares or liquidation amounts of other Securities on a separately executed schedule and affix the schedule to this Letter of Transmittal. Tenders of Securities will be accepted only, with respect of Preferred Depositary Shares, in whole numbers of shares and, with respect to other Securities, in liquidation amounts of $1,000 or integral multiples thereof. No alternative, conditional or contingent tenders will be accepted. All tendering Holders, by execution of this Letter of Transmittal, waive any right to receive any notice of the acceptance for tender of their Securities. This Letter of Transmittal need not be completed by Holders tendering Securities by ATOP.

DESCRIPTION OF SECURITIES TENDERED
Name(s) and Address(es) of Holder(s) (Please fill in, if blank)	Title of Securities to be Tendered	Aggregate Liquidation Amount or Number of Shares Represented	Liquidation Amount or Number of Shares Tendered*
	Depositary Shares, liquidation preference $25 per share, each representing a 1/4000th interest in a share of Perpetual Preferred Stock, Series A
	SunTrust Preferred Capital I 5.853% Fixed-to-Floating Rate Normal PPS
	SunTrust Capital VIII 6.100% Trust Preferred Securities
	SunTrust Capital I Floating Rate Preferred Securities, Series A
	SunTrust Capital III Floating Rate Preferred Securities, Series A
* Unless otherwise indicated in the column labeled “Liquidation Amount or Number of Shares Tendered” and subject to the terms and conditions of the Offer, a Holder will be deemed to have tendered the entire aggregate liquidation amount or number of shares represented by the Securities indicated in the column labeled “Aggregate Liquidation Amount or Number of Shares Represented.” See Instruction 2.

The names and addresses of the Holders should be printed exactly as they appear on a security position listing such participant as the owner of the Securities.

If you do not wish to tender your Securities, you do not need to return this Letter of Transmittal or take any other action.

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NOTE: SIGNATURES MUST BE PROVIDED BELOW.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

Ladies and Gentlemen:

By execution hereof, the undersigned acknowledges receipt of the Offer to Purchase, dated June 1, 2009 and the Supplement to the Offer to Purchase dated June 15, 2009 (together, the “Offer to Purchase”), of SunTrust Banks, Inc. (the “Company”), and this Amended Letter of Transmittal and instructions hereto (the “Letter of Transmittal” and, together with the Offer to Purchase, as amended from time to time, the “Offer Documents”), which together constitute the Company’s offer (the “Offer”) to registered holders (each a “Holder” and collectively, the “Holders”), upon the terms and subject to the conditions set forth in the Offer to Purchase and this Letter of Transmittal, to purchase up to $750,000,000 aggregate liquidation preference or amount (the “Maximum Tender Amount”) of the issued and outstanding Depositary Shares, liquidation preference $25 per share, each representing a 1/4,000th interest in a share of Perpetual Preferred Stock, Series A (the “Preferred Depositary Shares”), SunTrust Preferred Capital I 5.853% Fixed-to-Floating Rate Normal PPS, liquidation amount $1,000 per security (the “Normal PPS”), SunTrust Capital VIII 6.100% Trust Preferred Securities, liquidation amount $1,000 per security (the “SunTrust Capital VIII Preferred Securities”), SunTrust Capital I Floating Rate Preferred Securities, Series A, liquidation amount $1,000 per security (the “SunTrust Capital I Preferred Securities”), and SunTrust Capital III Floating Rate Preferred Securities, Series A, liquidation amount $1,000 per security (the “SunTrust Capital III Preferred Securities”, and collectively with the above securities, the “Securities”; and the SunTrust Capital VIII Preferred Securities, SunTrust Capital I Preferred Securities and SunTrust Capital III Preferred Securities referred to as the “Trust Preferred Securities”).

Upon the terms and subject to the conditions of the Offer, the undersigned hereby tenders to the Company the liquidation amount or number of shares, as applicable, of Securities indicated above.

Subject to, and effective upon, the acceptance for tender of, and payment for, the liquidation amount or number of shares, as applicable, of Securities tendered with this Letter of Transmittal, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company, all right, title and interest in and to the Securities that are being tendered hereby, waives any and all other rights with respect to the Securities, and releases and discharges the Company from any and all claims such Holder may now have, or may have in the future, arising out of, or related to, the Securities, including, without limitation, any claims arising from any existing or past defaults, or any claims that such Holder is entitled to receive additional distributions with respect to the Securities (other than any accrued and unpaid dividends or distributions up to, but excluding, the date of settlement of the Offer (the “Accrued Distributions”)) or to participate in any redemption of the Securities. The undersigned hereby irrevocably constitutes and appoints the Depositary and Information Agent the true and lawful agent and attorney-in-fact of the undersigned, with full knowledge that the Depositary and Information Agent also acts as the agent of the Company, with respect to such Securities, with full power of substitution and re-substitution (such power-of-attorney being deemed to be an irrevocable power coupled with an interest) to (1) transfer ownership of such Securities on the account books maintained by DTC to, or upon the order of, the Company and (2) receive all benefits and otherwise exercise all rights of beneficial ownership of such Securities, all in accordance with the terms of and conditions to the Offer as described in the Offer Documents.

The undersigned hereby irrevocably constitutes and appoints the Depositary and Information Agent as the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the Depositary and Information Agent also acts as the agent of the Company) with respect to the Securities tendered hereby, with full powers of substitution and revocation (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (i) present such Securities and all evidences of transfer and authenticity to, or transfer ownership of such Securities on the account books maintained by DTC and the registrar to, or upon the order of, the Company, (ii) present such Securities for transfer of ownership on the books of the Company, and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such Securities, all in accordance with the terms and conditions of the Offer as described in the Offer Documents.

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The undersigned understands and acknowledges that each Offer will expire on the 11:59 p.m., New York City time, on June 26, 2009, unless extended or earlier terminated. The term “Expiration Date” for any series of Securities means such date and time or, if the Offer is extended for such series of Securities, the latest date and time to which the Offer is extended for such series of Securities. In addition, the undersigned understands and acknowledges that, in order to receive payment for tendered Securities, the undersigned must have validly tendered (and not withdrawn) Securities on or prior to the Expiration Date for such Securities.

Unless otherwise indicated herein under “Special Payment Instructions,” the undersigned hereby requests that checks for payment in respect of the tendered Securities and any Accrued Distributions to be made in connection with the Offer be issued to the order of the undersigned. Similarly, unless otherwise indicated herein under “Special Delivery Instructions,” the undersigned hereby requests that any Securities representing liquidation amounts or the number of shares, as applicable, not tendered or not accepted for tender be credited to such DTC participant’s account. In the event that the “Special Payment Instructions” box or the “Special Delivery Instructions” box is, or both are, completed, the undersigned hereby requests that any Securities representing liquidation amounts or the number of shares, as applicable, not tendered or not accepted for tender and checks for payment in respect of the tendered Securities and any Accrued Distributions be issued in the name(s) of and be delivered to, the person(s) at the addresses so indicated, as applicable.

The undersigned recognizes that the Company has no obligation pursuant to the “Special Payment Instructions” box or “Special Delivery Instructions” box to transfer any Securities from the name of the Holder(s) thereof if the Company does not accept for tender any of such Securities.

The undersigned understands that none of the Company, the Depositary and Information Agent, the Dealer Managers or any other person, nor any of their directors or officers, is under any duty to give notification of any defects or irregularities in the tender of any Securities or will incur any liability for failure to give such notification.

Tenders of Securities of any series may be withdrawn at any time on or prior to the Expiration Date for such series of Securities. In the event of a termination of the Offer with respect to any series of Securities, or any portion thereof, the respective tendered Securities of such series will promptly be credited to such Holder’s account through DTC and such Holder’s DTC participant, unless otherwise indicated under “Special Delivery Instructions.”

For a withdrawal of a tender of Securities to be effective, a written or facsimile transmission notice of withdrawal, a form of which is filed as an exhibit to the tender offer statement on schedule TO of which the Offer to Purchase forms a part, must be received by the Depositary and Information Agent at or prior to the withdrawal date, by mail, fax or hand delivery or by a properly transmitted “Request Message” through ATOP. Any such notice of withdrawal must (a) specify the name of the person who tendered the Securities to be withdrawn and the name of the DTC participant whose name appears on the security position listing as the owner of such Securities, if different from that of the person who deposited the Securities, (b) identify the Securities to be withdrawn and the aggregate liquidation amount or number of shares, as applicable, represented by such Securities, (c) unless transmitted through ATOP, be signed by the Holder thereof in the same manner as the original signature on the Letter of Transmittal, including any required signature guarantee(s), and (d) if the Letter of Transmittal was executed by a person other than the DTC participant whose name appears on a security position listing as the owner of Securities, be accompanied by a properly completed irrevocable proxy that authorized such person to effect such withdrawal on behalf of such holder.

The undersigned understands that tenders of Securities pursuant to any of the procedures described in the Offer Documents and acceptance thereof by the Company will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Offer, which agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

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The undersigned hereby represents and warrants the following:

• the undersigned has full power and authority to tender, sell, assign and transfer the Securities;

• the undersigned is not the Company’s “affiliate” as defined below;

• when the Company accepts the tendered Securities, it will acquire good and marketable title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim or right; and

• the undersigned has a net long position in the Securities or equivalent securities at least equal to the Securities tendered within the meaning of Rule 14e-4 under the Exchange Act, and such tender of Securities complies with Rule 14e-4 promulgated under the Exchange Act.

By signing or being deemed to sign this Letter of Transmittal, the undersigned represents and warrants that if he, she or it is located outside the United States, the offer to the undersigned and the undersigned’s acceptance of it does not contravene the applicable laws where the undersigned is located.

As used herein, “affiliate” means a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified.

The undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary and Information Agent or the Company to be necessary or desirable to complete the sale, assignment and transfer of the Securities tendered thereby.

For purposes of the Offer, the undersigned understands that the Company will be deemed to have accepted validly tendered Securities, or defectively tendered Securities with respect to which the Company has waived such defect, if, as and when the Company gives oral (promptly confirmed in writing) or written notice thereof to the Depositary and Information Agent.

The undersigned understands that, as set forth in the Offer to Purchase, the Company will not be required to accept any of the Securities tendered.

All authority conferred or agreed to be conferred by this Letter of Transmittal shall survive the death or incapacity of the undersigned and every obligation of the undersigned under this Letter of Transmittal shall be binding upon the undersigned’s heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives.

The undersigned understands that the delivery and surrender of the Securities is not effective, and the risk of loss of the Securities does not pass to the Depositary and Information Agent, until receipt by the Depositary and Information Agent of (1) timely confirmation of a book-entry transfer of such Securities into the Depositary and Information Agent’s account at DTC pursuant to the procedures set forth in the Offer to Purchase, (2) a properly transmitted Agent’s Message through ATOP and (3) all accompanying evidences of authority and any other required documents in form satisfactory to the Company. All questions as to the form of all documents and the validity (including time of receipt) and acceptance of tenders and withdrawals of Securities will be determined by the Company, in its sole discretion, which determination shall be final and binding.

In participating in the Offer, the undersigned acknowledges that: (1) the Offer is discretionary and may be extended, modified, suspended or terminated by the Company as provided in the Offer to Purchase; (2) the undersigned is voluntarily participating in the Offer; (3) the undersigned has read the Offer to Purchase and this Letter of Transmittal; (4) the undersigned has consulted his, her or its tax and financial advisors with regard to

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how the Offer will impact his, her or its personal situation; (6) any foreign exchange obligations triggered by the undersigned’s tender of shares or the recipient of proceeds are solely his, her or its responsibility; and (7) regardless of any action that the Company takes with respect to any or all income/capital gains tax, social security or insurance tax, transfer tax or other tax-related items (“Tax Items”) related to the Offer and the disposition of shares, the undersigned acknowledges that the ultimate liability for all Tax Items is and remains his, her or its sole responsibility. In that regard, the undersigned authorizes the Company to withhold all applicable Tax Items legally payable by the undersigned.

The undersigned consents to the collection, use and transfer, in electronic or other form, of the undersigned’s personal data as described in this document by and among, as applicable, the Company, its subsidiaries, and third party administrators for the exclusive purpose of implementing, administering and managing the undersigned’s participation in the Offer.

The undersigned understands that the Company holds certain personal information about him, her or it, including, as applicable, but not limited to, the undersigned’s name, home or business address and telephone number, date of birth, social security or insurance number or other identification number, nationality, any shares of stock held in the Company, details of all options or any other entitlement to shares outstanding in the undersigned’s favor, for the purpose of implementing, administering and managing the undersigned’s stock ownership (“Data”).

The undersigned understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Offer, that these recipients may be located in his, her or its country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the undersigned’s country. The undersigned understands that he, she or it may request a list of the names and addresses of any potential recipients of the Data by contacting the Company. The undersigned authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing his, her or its participation in the Offer, including any requisite transfer of such Data as may be required to a broker or other third party with whom the undersigned holds any shares of stock. The undersigned understands that Data will be held only as long as is necessary to implement, administer and manage his, her or its participation in the Offer. The undersigned understands that he, she or it may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Company. The undersigned understands, however, that refusing or withdrawing his, her or its consent may affect the undersigned’s ability to participate in the Offer. For more information on the consequences of his, her or its refusal to consent or withdrawal of consent, the undersigned understands that he, she or it may contact the Company.

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PLEASE SIGN BELOW—To Be Completed By All Tendering Holders

This Letter of Transmittal must be signed by the Holder, exactly as his, her, its or their name(s) appear(s) as a DTC participant on a security position listing such participant as the owner of the Securities or by stock powers transmitted with this Letter of Transmittal. Endorsements on Securities and signatures on stock powers by Holders not executing this Letter of Transmittal must have a guarantee by a Medallion Signature Guarantor. See Instruction 3 below. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below under “Capacity” and submit evidence satisfactory to the Company of such person’s authority to so act. See Instruction 3 below.

X                                                                                                                                                                                                                      

X                                                                                                                                                                                                                      

(Signature of Holders(s) or Authorized Signatory)

Date:                     , 2009

Name(s):                                                                                                                                                                                                       

(Please Print)

Capacity:                                                                                                                                                                                                      

Address:                                                                                                                                                                                                       

(Including Zip Code)

Area Code and Telephone Number:                                                                                                                                                   

PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN AND

SIGNATURE GUARANTEE, IF REQUIRED (See Instruction 3 below)

Certain Signatures Must be Guaranteed by a Medallion Signature Guarantor

(Name of Medallion Signature Guarantor)

(Address (including zip code) and Telephone Number (including area code) of Medallion Signature Guarantor)

(Authorized Signature)

(Printed Name)

(Title)

Date:                     , 2009

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SPECIAL PAYMENT INSTRUCTIONS (See Instructions 2, 3, 4, 5 and 6)   To be completed ONLY if the checks for payment in respect of the tendered Securities and any Accrued Distributions are to be issued to someone other than the person or persons whose signature(s) appear(s) within this Letter of Transmittal or issued to an address different from that shown in the box entitled “Description of Notes Tendered” within this Letter of Transmittal.   Pay the consideration issued in respect of the tendered Securities and any Accrued Distributions to:   Name                                                                                               (Please Print)   Address                                                                                           (Including Zip Code)   (Taxpayer Identification Number or
Social Security Number)   (See Substitute Form W-9 herein) SPECIAL DELIVERY INSTRUCTIONS (See Instructions 2, 3, 4, 5 and 6)   To be completed ONLY if Securities in a liquidation amount or number of shares, as applicable, not tendered or not accepted for tender are to be credited to someone other than the person or persons whose signature(s) appear(s) within this Letter of Transmittal.   Name                                                                                               (Please Print)   Address                                                                                           (Including Zip Code)   (Taxpayer Identification Number or
Social Security Number)   Credit un-tendered Securities delivered by book-entry transfer to the DTC account set forth below:   DTC Account Number:                                                            

WITHHOLDING TAX CERTIFICATION FOR NON-U.S. HOLDERS

(See Instruction 7)

(Complete if applicable)

The undersigned certifies under penalties of perjury, after consultation with its U.S. tax advisor, that it is not a U.S. person (as defined in the attached Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9) and that the cash to be received on its sale of Preferred Depositary Shares and/or Normal PPS will not be treated as a dividend distribution under the principles of Section 302 of the Internal Revenue Code of 1986, as amended.

Signature:                                                                                            

Date:                                                                                                     

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INSTRUCTIONS

Forming Part of the Terms and Conditions of the Offer

1. Delivery of this Letter of Transmittal and Book-Entry Confirmations; Withdrawal of Tenders. This Letter of Transmittal is to be used by each Holder to tender Securities through book-entry transfer to the Depositary and Information Agent’s account at DTC, if instructions are not being transferred through ATOP. The method of delivery of this Letter of Transmittal and all other required documents to the Depositary and Information Agent is at the election and risk of Holders, and delivery will be deemed made when actually received or confirmed by the Depositary and Information Agent. If such delivery is by mail, it is suggested that Holders use properly insured registered mail with return receipt requested, and that the mailing be made sufficiently in advance of the Expiration Date to permit delivery to the Depositary and Information Agent at or prior to such date. No alternative, conditional or contingent tenders of the Securities will be accepted. This Letter of Transmittal should be sent only to the Depositary and Information Agent. Delivery of documents to DTC, the Dealer Managers or the Company does not constitute delivery to the Depositary and Information Agent.

All of the Securities were issued in book-entry form, and all of the Securities are currently represented by one or more global certificates held for the account of DTC. The Depositary and Information Agent and DTC have confirmed that the Securities are eligible for ATOP. To tender Securities eligible for ATOP, DTC participants may, in lieu of physically completing and signing this Letter of Transmittal and delivering it to the Depositary and Information Agent, electronically transmit their acceptance through ATOP, and DTC will then verify the acceptance, execute a book-entry delivery to the Depositary and Information Agent’s account at DTC and send an Agent’s Message to the Depositary and Information Agent for its acceptance. The confirmation of a book-entry transfer into the Depositary and Information Agent’s account at DTC as described above is referred to herein as a “Book-Entry Confirmation”. Delivery of documents to DTC does not constitute delivery to the Depositary and Information Agent. The term “Agent’s Message” as used herein means a message transmitted by DTC to, and received by, the Depositary and Information Agent and forming a part of the Book-Entry Confirmation, which states that DTC has received an express acknowledgment from the DTC participant described in such Agent’s Message, stating that such participant has received and agrees to be bound by the terms and conditions of the Offer as set forth in the Offer Documents, and that the Company may enforce such agreement against such participant.

Holders desiring to tender Securities of any series on the Expiration Date for the Securities of such series through ATOP should note that such Holders must allow sufficient time for completion of the ATOP procedures during the normal business hours of DTC on such date.

All tendering Holders, by execution of this Letter of Transmittal or a facsimile hereof, or delivery of an Agent’s Message through ATOP, waive any right to receive notice of the acceptance of their Securities for tender.

Holders who wish to exercise their right of withdrawal with respect to the Offer must give written notice of withdrawal, delivered by mail, hand delivery or manually signed facsimile transmission, or a properly transmitted “Request Message” through ATOP, which notice must be received by the Depositary and Information Agent at its address set forth on the back cover of this Letter of Transmittal on or prior to the Expiration Date. In order to be valid, a notice of withdrawal must include the items listed in the Offer to Purchase Holders may not rescind withdrawals of tendered Securities. However, validly withdrawn Securities may be retendered by following the procedures therefor described elsewhere in the Offer to Purchase at any time on or prior to the Expiration Date.

2. Partial Tenders. Valid tenders of Securities pursuant to the Offer will be accepted only, with respect to Preferred Depositary Shares, in whole shares and, with respect to other Securities, in liquidation amounts of $1,000 or integral multiples thereof. If less than the entire liquidation amount or number of shares, as applicable, of any Securities is tendered, the tendering Holder must fill in the liquidation amount, or number of shares, as applicable, tendered in the column of the box entitled “Description of Securities Tendered” herein. The

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entire liquidation amount (or liquidation amounts at maturity, as applicable), or number of shares, as applicable, for all Securities transferred to the Depositary and Information Agent will be deemed to have been tendered, unless otherwise indicated. If the entire liquidation amount (or liquidation amounts at maturity, as applicable) or liquidation or number of shares, as applicable, of Securities is not tendered or not accepted for tender, Securities representing such untendered amount will be returned by credit to the account at DTC designated herein, unless otherwise provided in the appropriate box on this Letter of Transmittal (see Instruction 3), promptly after the Settlement Date.

3. Signatures on this Letter of Transmittal; Guarantee of Signatures. This Letter of Transmittal must be signed by the DTC participant whose name is shown as the owner of the Securities tendered hereby and the signature must correspond with the name shown on the security position listed as the owner of the Securities.

If any of the Securities tendered hereby are registered in the name of two or more Holders, all such Holders must sign this Letter of Transmittal. If any tendered Securities are registered in different names, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal and any necessary accompanying documents as there are different names.

A Holder does not need to provide a separate stock power if:

• this Letter of Transmittal is signed by the Holder;

• any Preferred Depositary Shares or liquidation amount of other Securities that is not tendered or not accepted for tender is to be credited to the account at DTC of the Holder; and

• any checks for payment in respect of tendered Securities and any Accrued Distributions to be made in connection with the Offer are to be issued to the order of the Holder.

In any case other than those listed above, the Holder must transmit a separate properly completed stock power with this Letter of Transmittal exactly as the name(s) of the Holder(s) appear(s) on such DTC participant’s security position listing, with the signature on the endorsement or stock power guaranteed by a Medallion Signature Guarantor, unless such stock powers are executed by a Medallion Signature Guarantor.

If this Letter of Transmittal or stock powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to the Company and the Depositary and Information Agent of their authority to so act must be submitted with this Letter of Transmittal.

Signatures on stock powers provided in accordance with this Instruction 3 by Holders not executing this Letter of Transmittal must be guaranteed by a Medallion Signature Guarantor.

No signature guarantee is required for the tender or withdrawal of Securities if (a) this Letter of Transmittal is signed by a DTC participant whose name appears on a security position listing as the owner of the Securities and neither the “Special Payment Instructions” box nor the “Special Delivery Instructions” box of this Letter of Transmittal has been completed or (b) such Securities are tendered for the account of a member firm of a registered national securities exchange, a member of the Financial Industry Regulatory Authority, Inc. or a commercial bank, trust company or other nominee having an office or correspondent in the United States. In all other cases, all signatures on Letters of Transmittal and signatures on stock powers, if any, accompanying Securities must be guaranteed by a recognized participant in the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program (a “Medallion Signature Guarantor”).

4. Special Payment and Special Delivery Instructions. Tendering Holders should indicate in the applicable box or boxes the name and address to which Preferred Depositary Shares or liquidation amounts of other Securities not tendered or not accepted for tender, and checks for payment in respect of tendered Securities and any Accrued Distributions to be made in connection with the Offer are to be issued or sent, if different from

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the name and address of the Holder signing this Letter of Transmittal. In the case of issuance in a different name, the taxpayer identification number or social security number (collectively, the “TIN”) of the person named must also be indicated and satisfactory evidence of the payment of transfer taxes or exemption therefrom must be submitted. If no instructions are given (a) checks for payment in respect of tendered Securities and any Accrued Distributions to be made in connection with the Offer will be made to and (b) Securities not tendered or not accepted for tender will be credited back to, such DTC participant’s account. The Company has no obligation pursuant to the “Special Payment Instructions” box or “Special Delivery Instructions” box to transfer any Securities from the name of the Holder(s) thereof if the Company does not accept for tender any of such Preferred Depositary Shares or any of the liquidation amount of such other Securities or if the Holder(s) does not present satisfactory evidence of payment of any taxes that may be payable as a consequence of the payment or delivery requested by the Holder(s) completing the “Special Payment Instructions” and/or “Special Delivery Instructions” boxes.

5. TIN and Backup Withholding. U.S. federal income tax law generally requires that a tendering Holder whose tendered Securities are accepted for tender must provide the Depositary and Information Agent (as payor) with such Holder’s correct TIN, which, in the case of a Holder who is an individual, is generally such Holder’s social security number, or otherwise establish an exemption from backup withholding. If the Depositary and Information Agent is not provided with the correct TIN or an adequate basis for an exemption, such Holder may be subject to a $50 penalty imposed by the Internal Revenue Service (the “IRS”) and backup withholding in an amount equal to 28% of the amount of any reportable payments pursuant to the Offer. If withholding results in an overpayment of taxes, a refund may be obtained, provided that the required information is timely furnished to the IRS.

To prevent backup withholding, each tendering Holder that is a U.S. person must provide such Holder’s correct TIN by completing the Substitute Form W-9 set forth herein, certifying that the TIN provided is correct (or that such Holder is awaiting a TIN) and that (a) the Holder is exempt from backup withholding, (b) the Holder has not been notified by the IRS that such Holder is subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified the Holder that such Holder is no longer subject to backup withholding. Such Holder must also certify that such Holder is a “U.S. person” as defined under the Internal Revenue Code of 1986, as amended, and applicable Treasury regulations.

If a Holder that is a U.S. person does not have a TIN, such Holder should consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (the “Guidelines”) for directions on applying for a TIN, write “Applied For” in the space for the TIN in Part I of the Substitute Form W-9 attached herein, and sign and date the Substitute Form W-9. If the Holder does not provide such Holder’s TIN to the Depositary and Information Agent by the date any reportable payments are due, the payments will be subject to backup withholding at a rate of 28%. Note: Writing “Applied For” on the form means that the Holder has already applied for a TIN or that such Holder intends to apply for one in the near future.

If the Securities are held in more than one name or are not in the name of the actual owner, consult the Guidelines for information on which TIN to report.

Exempt Holders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. To prevent possible erroneous backup withholding, an exempt Holder that is a U.S. person should check the box titled “Exempt from backup withholding” on the Substitute Form W-9. See the Guidelines for additional directions. In order for a nonresident alien or foreign entity to qualify as exempt, such person must submit a completed applicable IRS Form W-8BEN, W-8ECI, W-8EXP or W-8IMY, as the case may be, signed under penalties of perjury attesting to such exempt status. Such form may be obtained from the Depositary and Information Agent or the IRS at its website: www.irs.gov.

6. Transfer Taxes. The Company will pay all transfer taxes applicable to the tender and transfer of Securities pursuant to the Offer, except if the payment in respect of the tendered Securities and any Accrued Distributions is being made to, or if Securities not tendered or not accepted for payment are registered in the name of, any person other than the holder of Securities tendered thereby or Securities are credited in the name of

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any person other than the person(s) signing the Letter of Transmittal or electronically transmitting acceptance through ATOP, as applicable; then, in such event, delivery and payment shall not be made unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted.

7. Certain Withholding Tax Considerations for Non-U.S. Holders. If you are not a U.S. person (as defined in the attached Guidelines) of Preferred Depositary Shares or Normal PPS, you should review the Withholding Tax Certification for Non-U.S. Holders included in this Letter of Transmittal. If the statement therein applies to you and you complete and sign the certification and return it with this Letter of Transmittal, you will not be subject to U.S. withholding tax on certain payments made to you on the sale of Preferred Depositary Shares or Normal PPS pursuant to the Offer to Purchase. The statement therein generally will apply to you if (i) after the sale of your Preferred Depositary Shares and/or Normal PPS, you own no stock of the Company (either actually or constructively), or (ii) your relative stock interest in the Company is minimal (for example, if you own less than 1% of the Company’s equity interests), you do not exercise any control over the affairs of the Company, and your proportionate interest in stock of the Company immediately after the sale of Preferred Depositary Shares and/or Normal PPS pursuant to the Offer will be less than it was immediately before the sale. There may also be other situations in which the statement would apply to a non-U.S. person. You should consult your tax advisor to determine whether you can make the Withholding Tax Certification for Non-U.S. Holders that is included in this Letter of Transmittal. If you are not a U.S. person (as defined in the attached Guidelines), you do not have to complete the enclosed Substitute Form W-9. For additional information, see “Material U.S. Federal Income Tax Consequences – Consequences of the Offer to Participating Holders – Non-U.S. Holders – Withholding Tax on Proceeds from Sale of Preferred Depositary Shares or Normal PPS” in the Offer to Purchase.

8. Irregularities. All questions as to the form of all documents and the validity and eligibility (including time of receipt) and acceptance of tenders and withdrawals of Securities will be determined by the Company, in its sole discretion, which determination shall be final and binding. Alternative, conditional or contingent tenders will not be considered valid. The Company reserves the absolute right to reject any or all tenders of Securities that are not in proper form or the acceptance of which would, in the Company’s opinion, be unlawful. The Company also reserves the right to waive any defects, irregularities or conditions of tender as to particular Securities. A waiver of any defect or irregularity with respect to the tender of one Security shall not constitute a waiver of the same or any other defect or irregularity with respect to the tender of any other Securities except to the extent the Company may otherwise so provide. The Company’s interpretations of the terms and conditions of the Offer, including the instructions in this Letter of Transmittal, will be final and binding. No tender of Securities will be deemed to have been validly made until all defects or irregularities with respect to such Securities have been cured or waived by the Company. All tendering Holders, by execution of this Letter of Transmittal or a facsimile hereof, waive any right to receive notice of the acceptance of their Securities for tender. None of the Company, the Depositary and Information Agent, the Dealer Managers or any other person will be under any duty to give notice of any defects or irregularities in tenders of Securities or will incur any liability for failure to give any such notice.

9. Waiver of Conditions. The Company, subject to applicable law, expressly reserves the absolute right, in its sole discretion, to amend or waive any of the conditions to the Offer in the case of any Securities tendered, in whole or in part, at any time and from time to time.

10. Requests for Assistance or Additional Copies. Questions and requests for assistance relating to the procedures for tendering Securities and requests for additional copies of the Offer to Purchase and this Letter of Transmittal may be directed to the Dealer Managers or the Depositary and Information Agent at the address and telephone numbers on the back cover of this Letter of Transmittal.

11. Proration of Tendered Securities. The amount of each issue of Securities that is purchased in the Offer may be prorated as set forth in the Offer to Purchase. See “Terms of the Offer—Maximum Tender Amount” in the Offer to Purchase for more information on the possible proration of the Offer relating to a particular issue of Securities.

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TO BE COMPLETED BY ALL TENDERING U.S. HOLDERS OF SECURITIES

PAYER’S NAME: D. F. King & Co., Inc.
Name (if in joint names, list first and circle the name of the person or entity whose number you enter in Part I as provided in the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (the “Guidelines”))
Business Name (Sole proprietors, see the instructions in the enclosed Guidelines)
Check appropriate box:	¨        Individual/Sole Proprietor ¨        Corporation ¨        Partnership ¨        Limited Liability Company. Enter the tax classification (D=disregarded entity, C=corporation, P=partnership)     ¨        Other	Exempt from backup withholding  ¨
Address
SUBSTITUTE FORM W-9	Part I-TIN Enter your TIN in the appropriate box at right. (For most individuals, this is your social security number. If you do not have a number, see Obtaining a Number in the enclosed Guidelines). Certify by signing and dating below.	Social security number
		OR Employer identification number
Payer’s Request for Taxpayer Identification Number (“TIN”) and Certification	Note: If the account is in more than one name, see chart in the enclosed Guidelines to determine which number to enter.	OR If awaiting TIN write “Applied For”
Part II-Certification-Under penalties of perjury, I certify that: (1)    The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and (2)    I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the IRS that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and (3)    I am a U.S. citizen or other U.S. Person (defined in the Guidelines). Certification Instructions: You must cross out item (2) above if the IRS has notified you that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2). (Also see instructions in the enclosed Guidelines.)
The IRS does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.
SIGNATURE                                                                                      DATE                                     , 2009

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YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE “APPLIED FOR” IN PART I OF THIS SUBSTITUTE FORM W-9

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver such application in the near future. I understand that, notwithstanding the information I provided in Part II of the Substitute Form W-9 (and the fact that I have completed this Certificate of Awaiting Taxpayer Identification Number), all reportable payments made to me will be subject to a 28% backup withholding tax unless I provide a properly certified taxpayer identification number.

Signature                                                                                  Date                                                 , 2009                                

NOTE: FAILURE TO COMPLETE AND RETURN THE SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING TAX OF 28% OF ANY REPORTABLE PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 AND CONTACT YOUR TAX ADVISOR FOR ADDITIONAL DETAILS.

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

Definition of a U.S. Person

For U.S. federal tax purposes, you are considered a U.S. person if you are:

• An individual who is a U.S. citizen or U.S. resident alien,

• A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States,

• An estate (other than a foreign estate), or

• A domestic trust (as defined in Treasury Regulations section 301.7701-7).

Guidelines for Determining the Proper Identification Number to Give the Payer. Social security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the Company.

For this type of account	Give the TAXPAYER IDENTIFICATION number of—	For this type of account	Give the TAXPAYER IDENTIFICATION number of—
1. An individual’s account	The individual	7. A valid trust, estate, or pension trust	The legal entity (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title) (4)
2. Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account (1)	8. Corporation or LLC electing corporate status on Form 8832	The corporation
3. Custodian account of a minor (Uniform Gift to Minors Act)	The minor (2)	9. Association, club, religious, charitable, educational, or other tax exempt organization account	The organization
4. a. The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee (1)	10. Partnership or multimember LLC not electing corporate status on Form 8832	The partnership
b. So-called trust account that is not a legal or valid trust under state law	The actual owner (1)	11. A broker or registered nominee	The broker or registered nominee
5. Sole proprietorship account or single owner limited liability company (“LLC”)	The owner (3)	12. Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity
6. Disregarded entity not owned by an individual	The owner

(1) List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person’s number must be furnished.

(2) Circle the minor’s name and furnish the minor’s social security number.

(3) You must show your individual name and you may also enter your business or “DBA” name on the “Business Name” line. You may use either your social security number or employer identification number (if you have one). If you are a sole proprietor, the IRS encourages you to use your social security number.

(4) List first and circle the name of the legal trust, estate, or pension trust.

Note: If no name is circled when there is more than one name listed, the number will be considered to be that of the first name listed.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER

ON SUBSTITUTE FORM W-9

Page 2

Obtaining a Number

If you do not have a TIN, apply for one immediately. To apply for a social security number, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at www.ssa.gov or by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by visiting www.irs.gov or by calling 1-800-TAX-FORM (1-800-829-3676).

Payees Exempt From Backup Withholding

The following payees specifically exempted from backup withholding:

• An organization exempt from tax under section 501 (a) of the Internal Revenue Code of 1986, as amended (the “Code”), an individual retirement arrangement (“IRA”), or a custodial account under section 403(b)(7) of the Code if the account satisfies the requirements of section 401(f)(2) of the Code.

• The United States or any of its agencies or instrumentalities.

• A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities.

• A foreign government, or any of its political subdivisions, agencies, or instrumentalities.

• An international organization or any of its agencies or instrumentalities.

Other payees that may be exempt from backup withholding include the following:

• A corporation.

• A foreign central bank of issue.

• A dealer in securities or commodities required to register in the United States, the District of Columbia or a possession of the United States.

• A futures commission merchant registered with the Commodity Futures Trading Commission.

• A real estate investment trust.

• An entity registered at all times during the tax year under the Investment Company Act of 1940.

• A common trust fund operated by a bank under section 584(a) of the Code.

• A financial institution.

• A middleman known in the investment community as a nominee or custodian.

• A trust exempt from tax under section 664 of the Code or described in section 4947 of the Code.

Payments of interest not generally subject to backup withholding include the following:

• Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer’s trade or business and you have not provided your correct taxpayer identification number to the payer.

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• Payments described in section 6049(b)(5) of the Code to non-resident aliens.

• Payments made by certain foreign organizations.

Exempt payees described above should file Substitute Form W-9 to avoid possible erroneous backup withholding. ENTER YOUR NAME (as described above), CHECK THE APPROPRIATE BOX FOR YOUR STATUS, CHECK THE BOX TITLED “EXEMPT FROM BACKUP WITHHOLDING,” SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.

Certain payments other than interest, dividends, and patronage dividends that are not subject to information reporting are also not subject to backup withholding. For details, see the regulations under sections 6041, 6041A(a), 6042, 6045, 6049, 6050A, and 6050N of the Code.

Privacy Act Notice—Section 6109 of the Code requires most recipients to provide your correct taxpayer identification number to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA, or Archer MSA or HSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, the District of Columbia, and U.S. possessions to carry out their tax laws. The IRS may also disclose this information to other countries under a tax treaty, to federal and state agencies to enforce federal nontax criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism.

You must provide your taxpayer identification number whether or not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, dividends, and certain other payments to a payee who does not give a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties

(1) Penalties for Failure to Furnish Taxpayer Identification Number—If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information With Respect to Withholding—If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.

(3) Criminal Penalty for Falsifying Information—Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

(4) Misuse of Taxpayer Identification Number—If the requester discloses or uses taxpayer identification numbers in violation of federal law, the requester may be subject to civil and criminal penalties.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

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The Depositary and Information Agent for the Offer is:

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, New York 10005

Banks and Brokers, Call Collect:

(212) 269-5550

All Others Call Toll-Free:

(800) 735-3107

Suntrust@dfking.com

By Hand, Overnight Delivery or Mail (Registered or Certified Mail Recommended):	By Facsimile Transmission (for Eligible Institutions only):
D. F. King & Co., Inc. 48 Wall Street, 22nd Floor New York, New York 10005	D. F. King & Co., Inc. (212) 809-8838 Attention: Elton Bagley
	Confirm by Telephone: (212) 493-6996

Any questions or requests for assistance may be directed to the Sole Arranger and Lead Dealer Manager or the Depositary and Information Agent at their respective telephone numbers as set forth. Any requests for additional copies of the Offer to Purchase, this Letter of Transmittal or related documents may be directed to the Depositary and Information Agent. A holder may also contact such holder’s broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

The Sole Arranger and Lead Dealer Manager for the Offer is:

Goldman, Sachs & Co.

Liability Management Group

One New York Plaza, 48^th Floor

New York, New York 10004

(877) 686-5059 (toll-free)

(212) 902-5183 (collect)

21

EX-99.(A)(1)(F)

EXHIBIT (a)(1)(F)

AMENDED NOTICE OF WITHDRAWAL

SUNTRUST BANKS, INC.

Offer To Purchase for Cash

for up to $750,000,000 aggregate liquidation preference or amount of the issued and outstanding

Public Preferred Depositary Shares, liquidation preference $25 per share, each representing a 1/4,000th interest in a share of Perpetual Preferred Stock, Series A (the “Preferred Depositary Shares”) CUSIP No 867914509

SunTrust Preferred Capital I 5.853% Fixed-to-Floating Rate Normal PPS, liquidation amount $1,000 per security (the “Normal PPS”) CUSIP No 86800XAA6

SunTrust Capital VIII 6.100% Trust Preferred Securities, liquidation amount $1,000 per security (the “SunTrust Capital VIII Preferred Securities”) CUSIP No 86800YAA4

SunTrust Capital I Floating Rate Preferred Securities, Series A, liquidation amount $1,000 per security (the “SunTrust Capital I Preferred Securities”) CUSIP No 86787XAA3

SunTrust Capital III Floating Rate Preferred Securities, Series A, liquidation amount $1,000 per security (the “SunTrust Capital III Preferred Securities” and collectively with the above securities, the “Securities”) CUSIP No 86788LAA8

Pursuant to the Offer to Purchase for Cash Dated June 1, 2009, as amended

Dated June 15, 2009

The Offer (as hereinafter defined) will expire at 11:59 p.m., New York City time, on June 26, 2009, unless extended or earlier terminated. The term “Expiration Date” for any series of Securities means such date and time or, if the Offer is extended for such series of Securities, the latest date and time to which the Offer is extended for such series of Securities. You may withdraw your tender of any series of Securities at any time on or prior to the Expiration Date. In addition, you may withdraw Securities that you tender that are not accepted for tender after the expiration of 40 business days after the commencement of the Offer.

The undersigned acknowledges receipt of the Offer to Purchase, dated June 1, 2009 and the Supplement to the Offer to Purchase dated June 15, 2009 (together, the “Offer to Purchase”), of SunTrust Banks, Inc. a Georgia corporation, (the “Company”), and the Amended Letter of Transmittal and instructions thereto (the “Letter of Transmittal” and, together with the Offer to Purchase, as amended from time to time, the “Offer Documents”), which together constitute the Company’s offer (the “Offer”) to registered holders, upon the terms and subject to the conditions set forth in the Offer to Purchase and the Letter of Transmittal to purchase up to $750,000,000 aggregate liquidation preference or amount of the issued and outstanding Preferred Depositary Shares, Normal PPS, SunTrust Capital VIII Preferred Securities, SunTrust Capital I Preferred Securities and SunTrust Capital III Preferred Securities (collectively, the “Securities”). All withdrawals of Securities previously tendered in the Offer (as defined in the Offer to Purchase) must comply with the procedures described in the Offer to Purchase under “Terms of the Offer—Withdrawal of Tenders.”

The undersigned has identified in the table below the Securities that it is withdrawing from the Offer:

Description of Securities Withdrawn
Title of Securities to be Withdrawn	Liquidation Amount or Number of Shares to be Withdrawn:	Date(s) Such Securities were Tendered:
Depositary Shares, liquidation preference $25 per share, each representing a 1/4,000th interest in a share of Perpetual Preferred Stock, Series A
SunTrust Preferred Capital I 5.853% Fixed-to-Floating Rate Normal PPS
SunTrust Capital VIII 6.100% Trust Preferred Securities
SunTrust Capital I Floating Rate Preferred Securities, Series A
SunTrust Capital III Floating Rate Preferred Securities, Series A
TOTAL LIQUIDATION AMOUNT OR NUMBER OF SHARES WITHDRAWN:

*If any Securities were tendered through The Depository Trust Company (DTC), please provide the DTC Participant Number. This form should only be used for withdrawals of Securities delivered through DTC if the undersigned needs to withdraw Securities on the final day of the Offer and withdrawal through DTC is no longer available. Otherwise, the DTC form of withdrawal should be used for such Securities.

You may transmit this Notice of Withdrawal to the Depositary and Information Agent, D. F. King & Co., Inc., at the address listed on the back of the Offer to Purchase.

This notice of withdrawal must be signed below by the registered holder(s) of the Securities tendered as its or their names appear on the certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted with the letter of transmittal used to tender such Securities. If signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, please set forth the full title of such persons.

Name(s):                                                                                                                                                                                                           

Account Number(s):                                                                                                                                                                                      

Signature(s):                                                                                                                                                                                                    

Capacity (full title):                                                                                                                                                                                       

Address (including Zip Code):                                                                                                                                                                   

Area Code and Telephone Number:                                                                                                                                                        

Tax Identification or Social Security No.:                                                                                                                                             

Dated:                                                                                                               , 2009

DTC Participant Number (applicable for Securities tendered through DTC only)                                                                  

The Company will determine all questions as to the validity, form and eligibility (including time of receipt) of any notice of withdrawal in its sole discretion, and its determination shall be final and binding. None of the Company, the Dealer Managers, the Depositary and Information Agent (each as defined in the Offer to Purchase) or any other person is under any duty to give notice of any defects or irregularities in any notice of withdrawal and none of them will incur any liability for failure to give any such notice.

CORRESP

[SunTrust Banks, Inc. Letterhead]

June 15, 2009

Via Facsimile and EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3628

Washington, D.C. 20549

Attn: David L. Orlic

Attorney-Advisor

Office of Mergers and Acquisitions

Re: SunTrust Banks, Inc.

Schedule TO

Filed on June 1, 2009

File No. 005-37153

Dear Mr. Orlic:

SunTrust Banks, Inc. (the “Company”) is responding to the Staff’s comments contained in its letter dated June 8, 2009 in connection with the Company’s tender offer (the “Offer”) for a portion of the outstanding Depositary Shares, liquidation preference $25 per share, each representing a 1/4,000th interest in a share of Perpetual Preferred Stock, Series A (the “Depositary Shares”), SunTrust Preferred Capital I 5.853% Fixed-to-Floating Rate Normal PPS, liquidation amount $1,000 per security (the “Normal PPS”), SunTrust Capital VIII 6.100% Trust Preferred Securities, liquidation amount $1,000 per security, SunTrust Capital I Floating Rate Preferred Securities, Series A, liquidation amount $1,000 per security, and SunTrust Capital III Floating Rate Preferred Securities, Series A, liquidation amount $1,000 per security (collectively, the “Securities”). For your convenience, this letter sets forth in italics the Staff’s comment before our response.

General

1. You have checked the box on the front of your Schedule TO designating the schedule as relating to a transaction subject to Rule 14d-1. Please tell us your analysis as to the applicability of that rule, with reference to the statutory provisions of Section 14(d)(8)(B). If you conclude that the rule is applicable, please confirm that you have or will comply with all applicable requirements of that rule, including Rule 14d-9(g).

Response: The Company notes the Staff’s comment and reference to Section 14(d)(8) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which states that the provisions of Section 14(d) of the Exchange Act do not apply to “any offer for, or

Securities and Exchange Commission

June 15, 2009

Page 2

request or invitation for tenders of, any security . . . by the issuer of such security.” The Company’s tender offer relates to shares of its outstanding Depositary Shares as well as several series of securities issued by subsidiary Delaware trusts of the Company. These trust securities are guaranteed unconditionally by the Company. The Company is the issuer of the shares of preferred stock underlying the Depositary Shares. With respect to the trust securities, the Staff has taken the position in other contexts that this structure is sufficient to establish the Company as a relevant issuer with respect to the trust securities. For example, the Staff has long taken the view that a Section 3(a)(9) transaction involving an exchange of the parent’s securities for outstanding trust preferred securities is permissible in this type of structure (i.e., where an unconditional guarantee by the parent is present). See, e.g., Echo Bay Mines Ltd, Echo Bay Resources Inc. (May 18, 1998); Warnaco Group, Inc., Designer Holdings Ltd., Designer Finance Trust (August 7, 1998); Homestake Mining Company, Homestake Canada, Inc. (August 28, 1998).

In addition, the Company would note that Schedule TO defines an issuer tender offer as a tender offer for, or a request or invitation for tenders of, any class of equity security made by the issuer of such security or by an affiliate of such issuer. Schedule TO further clarifies that a “third party tender offer” is a tender offer that is not an issuer tender offer. For Exchange Act purposes, an “affiliate” is a person that directly or indirectly controls, is controlled by, or is under common control with, the specified person, and “control” is the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities or otherwise. While the Company believes that only the Depositary Shares and Normal PPS constitute equity securities, the Company would note that it has either directly issued or controls the issuer of each class of Securities subject to the Offer. Accordingly, for purposes of Schedule TO, the current Offer should be an issuer tender offer.

Based on the foregoing, the Company believes that the better view with respect to its current Offer is that Rule 14d-1 should not apply. Out of an abundance of caution, the Company checked the box on the front of its Schedule TO designating the schedule as relating to a transaction subject to Rule 14d-1. In response to the Staff’s comment, the Company has amended its Schedule TO to de-select this box.

2. We note your disclosure in Item 6(c) regarding potential delisting from the NYSE with respect to the Preferred Depositary Shares and the Normal PPS. Please advise as to whether you consider this transaction to be subject to Rule 13e-3 with respect to these two classes of listed equity securities, and provide your analysis. If you conclude that the transaction is not subject to Rule 13e-3 with respect to these securities, please revise your disclosure to that effect.

Response: The Preferred Depositary Share and the Normal PPS are currently listed on the New York Stock Exchange. A transaction is subject to Rule 13e-3 if it has either a “reasonable likelihood” or a “purpose” of producing, either directly or indirectly, the effect of causing any class of equity securities of the issuer which is either listed on a national securities exchange or authorized to be quoted in an inter-dealer quotation system of a registered national securities association to be neither listed on any national securities exchange nor authorized to be quoted on an inter-dealer quotation system of any registered national securities association (a “delisting”). The reasonable likelihood test focuses on the circumstances

Securities and Exchange Commission

June 15, 2009

Page 3

of the issuer and the relevant transaction by making inquiry as to whether the structure, nature and other characteristics thereof are reasonably likely to trigger a delisting. The purpose test focuses on whether the issuer’s intended consequence of the transaction is to cause a delisting. With respect to each test, the Staff has historically taken the position that the issuer is in the best position to make the relevant determinations given the issuer’s access to information and involvement in the relevant transaction. Release No. 33-6100 (August 2, 1979).

The only relevant Securities for purpose of the Rule 13e-3 analysis are the Depositary Shares and the Normal PPS, as the Company does not believe the other Securities constitute equity securities for purpose of the Exchange Act. With respect to both Rule 13e-3 tests, the Company has consulted with the New York Stock Exchange concerning the continued listing of the Depositary Shares and Normal PPS. Concerning the Depositary Shares and the Normal PPS, the Company has been advised (1) that the Depositary Shares will remain listed so long as the aggregate market value of publicly held Depositary Shares is greater than $2,000,000 and the number of publicly held shares is greater than 100,000 and (2) the Normal PPS will remain listed so long as the aggregate market value of publicly held Normal PPS is greater than $1,000,000 and the number of beneficial owners is greater than 100. In turn, the Company has consulted with its financial advisors with respect to ongoing compliance with these minimum listing standards and believes that there is not a “reasonable likelihood” that the Offer will result in the delisting of any of the Depositary Shares or Normal PPS. By way of background, as of May 29, 2009, there were 20,000,000 Depositary Shares outstanding, with a market value of approximately $290 million, and there were 500,000 Normal PPS outstanding, with a market value of approximately $307 million. The Company also believes that there are substantially more than 100 beneficial holders of the Normal PPS and that there will be more than 100 beneficial holders of the Normal PPS following the settlement of the Offer. Further, while the Company is seeking to purchase a portion of the outstanding Depositary Shares and Normal PPS, the Company’s purpose for the Offer was not to purchase a number of such Securities sufficient to cause a delisting. Finally, the Company notes that since the Staff’s initial comment it has decreased the aggregate liquidation amount or preference of Securities that it will accept for purchase in the Offer from $1,000,000,000 to $750,000,000 and has imposed sublimits of $375,000,000 in aggregate liquidation amount or preference on the amount of each of the Preferred Depositary Shares and the Normal PPS that it will purchase in the Offer. The Company believes that this amendment to the Offer essentially makes it mathematically impossible for the Offer to result in the delisting of the Preferred Depositary Shares or the Normal PPS. The Company has amended its disclosure in Item 6(c) of its Schedule TO in response to the Staff’s comment.

3. The summary term sheet must begin on the first or second page of the disclosure document. See Instruction 2 to Item 1001 of Regulation M-A. Please revise.

Response: The Company notes the Staff’s comment as well as the requirements of Item 1 of Schedule TO. The Company would respectfully submit that no revisions to the Company’s offer materials should be necessary as the relocation of this information is not material to the ability of the holders of the Securities to understand the material terms of the Offer. In addition, the Company would note that the material terms of the offer are set forth on the cover page of the Offer to Purchase (including references to relevant sections thereof) and the economics of the transaction are summarized in tabular format

Securities and Exchange Commission

June 15, 2009

Page 4

on the inside cover page of the Offer to Purchase. The material terms of the Offer are further summarized for Holders in both a question and answer format and summary term sheet included in the initial pages of the Offer to Purchase.

4. The information required by Item 1003(a), including the name and address of each person specified in Instruction C to the schedule, is required to be disseminated to security holders. See Item 3 of Schedule TO and Rule 13e-4(d)(1)(ii) under the Exchange Act. You do not appear to have included this information in your offering document. Please advise.

Response: The Company has included this information on page 8 of the supplement to the Company’s Offer to Purchase.

Where You Can Find More Information, page 4

5. The federal securities laws do not authorize incorporation by reference into your offering document of future filings made with the Commission. Please revise to indicate, if true, that you will amend your offering materials to disclose material changes to the information published, sent or given to security holders, to the extent required.

Response: The Company has revised this statement on page 1 of its supplement to the Company’s Offer to Purchase.

Maximum Tender Amount, page 18

6. You state that you will determine any proration factor “as soon as practicable after the Expiration Date,” but you are required to pay the consideration offered or return securities deposited promptly after termination. See Rule 14e-1(c). Please revise your disclosure accordingly. We note similar disclosure under “Determination of Validity” on page 24.

Response: The Company has revised its disclosure on pages 3 and 6 of the supplement to the Company’s Offer to Purchase.

Conditions of the Offer, page 20

7. You state in the first bullet point that you will not be required to accept securities for exchange if “there is pending, or has been threatened or instituted, or we have received notice of, any action, suit or proceeding....” A determination as to whether legal action has been threatened appears to be subjective, such that a security holder may not be able to verify that this condition has been satisfied. We note similar language in the second bullet point. Please revise to include an objective standard for the determination of whether this condition has been satisfied.

Securities and Exchange Commission

June 15, 2009

Page 5

Response: The Company notes the Staff’s comment and has revised its disclosure to limit the “threatened” component of the referenced conditions to matters that have been “threatened in writing.” The Company submits that these specified items, if threatened in writing prior to the Expiration Date, represent objective measures that are outside of the Company’s control and which could materially alter the Company’s view as to whether it is in the best interests of the Company and its shareholders to consummate the Offer. The Company confirms to the Staff that it would act promptly if it believed that one or more of the referenced conditions was unsatisfied thereby allowing the Company to terminate the Offer. Please see the revised disclosure on pages 5 and 6 of the supplement to the Company’s Offer to Purchase.

8. The conditions have been classified as “an ongoing right which may be asserted at any time and from time to time.” All conditions to the offer, other than those dependent upon the receipt of government approvals, must be satisfied or waived prior to offer expiration. Please revise.

Response: The Company has revised its disclosure on page 6 of the supplement to the Company’s Offer to Purchase.

9. The disclosure suggests that actions or inactions by the offeror may be responsible for triggering the offer conditions. The inclusion of offer conditions is not objectionable when the conditions are objectively determinable and outside the control of the offeror. Please revise to remove the implication that the conditions may be triggered at the election of the offeror.

Response: The Company has revised its disclosure on page 6 of the supplement to the Company’s Offer to Purchase.

Acceptance of Securities for Purchase; Payment for Securities, page 24

10. We note that the company may transfer or assign the right to purchase all or any of the securities tendered pursuant to the offer to one or more of its affiliates or any third party. Please revise the Schedule TO-I to identify these parties as offerors as defined in General Instruction K.1. Alternatively, please confirm for us that the Schedule TO-I will be amended to include such persons as offerors should their identities become known prior to offer expiration.

Response: The Company confirms to the Staff that the Schedule TO will be amended to include any such persons as offerors should their identities become known prior to the expiration of the Offer.

Securities and Exchange Commission

June 15, 2009

Page 6

Expiration Date; Extensions; Amendments, page 26

11. Please revise to indicate that, in the event of a material change in the offer, including the waiver of a material condition, you will extend the offer period if necessary so that at least five business days remain in the offer following notice of the material change.

Response: The Company has revised its disclosure on page 7 of the supplement to the Company’s Offer to Purchase.

12. You state that, if you exercise any of the enumerated rights to materially amend the terms of the offer or extend the expiration date, you will make a public announcement “as promptly as practicable.” Rule 14e-1(c) sets forth limited time periods within which you must make such an announcement. Please revise your disclosure accordingly.

Response: The Company has revised its disclosure on page 7 of the supplement to the Company’s Offer to Purchase.

13. Revise to expressly indicate, if true, that the offer with respect to any particular class will only be terminated pursuant to a determination made by the offeror pursuant to an offer condition. The current standard of “applicable law” cited in this section suggests that the offer may be terminated for reasons other than those specified in the offer conditions.

Response: The Company has revised its disclosure on pages 2 and 6 of the supplement to the Company’s Offer to Purchase.

Withdrawal of Tenders, page 27

14. We note that determinations as to the validity of the form and notice of withdrawal will be final and binding. Please revise to indicate that security holders may challenge the offeror’s determinations in a court of competent jurisdiction.

Response: The Company has revised its disclosure on page 7 of the supplement to the Company’s Offer to Purchase.

In addition, pursuant to the Staff’s Letter, the Company hereby acknowledges the following:

• The Company is responsible for the adequacy and accuracy of the disclosure in the Schedule TO;

• Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Schedule TO; and

Securities and Exchange Commission

June 15, 2009

Page 7

• The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

*     *     *     *

I hope the foregoing information is helpful. If I can be of any assistance to the Staff in explaining the matters described in this letter, please let me know. Please contact me with any questions or comments at (404) 588-7711.

Very truly yours,

/s/ David A. Wisniewski

David A. Wisniewski

Associate General Counsel, Group Vice President

and Assistant Secretary

cc: Raymond D. Fortin, SunTrust Banks, Inc.

McHenry Kane, SunTrust Banks, Inc.

Mark J. Welshimer, Sullivan & Cromwell LLP

Alan J. Sinsheimer, Sullivan & Cromwell LLP

Jeffrey M. Stein, King & Spalding LLP

Keith M. Townsend, King & Spalding LLP

C. Spencer Johnson, III, King & Spalding LLP

William S. Ledbetter, King & Spalding LLP