SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule TO

(Amendment No. 4)

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. 4 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 relating to an offer (the “Offer”) by SunTrust 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.

This Amendment No. 4 is being filed to add an additional exhibit to the Tender Offer Statement. On June 24, 2009, SunTrust announced the completion of its consent solicitation relating to the amendment of the Amended and Restated Declaration of Trust of SunTrust Preferred Capital I. The press release regarding this announcement is being filed as an additional exhibit to the Tender Offer Statement pursuant to this Amendment No. 4.

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Item 12. Exhibits.

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

1. Exhibit (a)(5)(D) Press release, dated June 24, 2009.

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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 24, 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 (filed as Exhibit (a)(1)(D) to the Company’s Schedule TO filed on June 15, 2009).
(a)(1)(E)	Amended Letter of Transmittal (filed as Exhibit (a)(1)(E) to the Company’s Schedule TO filed on June 15, 2009).
(a)(1)(F)	Amended Notice of Withdrawal (filed as Exhibit (a)(1)(F) to the Company’s Schedule TO filed on June 15, 2009).
(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.
(a)(5)(D)	Press release, dated June 24, 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)(5)(D)

EXHIBIT (a)(5)(D)

  News Release

Contact:
Investors	Media
Steve Shriner	Barry Koling
(404) 827-6714	(404) 230-5268

For Immediate Release

June 24, 2009

SunTrust Announces Completion of Consent Solicitation

ATLANTA — SunTrust Banks, Inc. (NYSE: STI) announced today the successful completion of its previously announced solicitation of consents to amend the Amended and Restated Declaration of Trust of SunTrust Preferred Capital I. SunTrust has received approval of the holders of record (as of May 29, 2009) of a majority in aggregate liquidation amount outstanding of the 5.853% Fixed-to-Floating Rate Normal PPS, liquidation amount $1,000 per security of SunTrust Preferred Capital I (the “Normal PPS”).

The amendment to the Amended and Restated Declaration of Trust will permit SunTrust to retire any Normal PPS tendered and accepted as part of SunTrust’s outstanding offer to purchase up to $750 million aggregate liquidation preference or amount of certain securities, including certain of the issued and outstanding Normal PPS (the “Tender Offer”). The amendment is necessary in order for SunTrust to realize the full accounting benefit arising out of the acquisition of Normal PPS pursuant to the Tender Offer. The amendment will become effective upon execution and delivery by SunTrust and the trustees of SunTrust Preferred Capital I.

SunTrust’s ongoing Tender Offer for certain of its outstanding preferred and hybrid securities, which is scheduled to expire at 11:59 p.m., New York City time, on Friday, June 26 and settle on Tuesday, June 30, is being made pursuant to an Offer to Purchase and related letter of transmittal, as amended, copies of which are available without charge from the Information Agent for the Tender Offer, D.F. King & Co., who may be reached toll-free at (800) 735-3107, and banks and brokers can call collect at (212) 269-5550. This communication is for information purposes only and does not constitute an offer to buy or the solicitation of an offer to sell securities in the Tender Offer. The Offer to Purchase, as amended, and other related documents were filed with the SEC on Schedule TO on June 1, 2009 and on Amendment No. 3 to Schedule TO filed on June 15, 2009 and may be obtained without charge at the SEC’s internet site (http://www.sec.gov). Holders of eligible securities are urged to read the Offer to Purchase and related letter of transmittal which include important information about the Tender Offer.

–MORE–

SunTrust Banks, Inc., headquartered in Atlanta, is one of the nation’s largest banking organizations, serving a broad range of consumer, commercial, corporate and institutional clients. As of March 31, 2009, SunTrust had total assets of $179.1 billion and total deposits of $119.0 billion. SunTrust operates an extensive branch and ATM network throughout the high-growth Southeast and Mid-Atlantic States and a full array of technology-based, 24-hour delivery channels. SunTrust also serves customers in selected markets nationally. Its primary businesses include deposit, credit, trust and investment services. Through various subsidiaries SunTrust provides mortgage banking, insurance, brokerage, investment management, equipment leasing and capital markets services.

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