SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule TO

(Amendment No. 5)

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:  x

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This Amendment No. 5 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. 5 is being filed to add an additional exhibit to the Tender Offer Statement. On June 29, 2009, SunTrust announced the final results of the Offer. The press release regarding this announcement is being filed as an additional exhibit to the Tender Offer Statement pursuant to this Amendment No. 5.

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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)(E) Press release, dated June 29, 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 29, 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 (filed as Exhibit (a)(5)(D) to the Company’s Amendment No. 4 to Schedule TO filed on June 24, 2009).
(a)(5)(E)	Press release, dated June 29, 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)(E)

EXHIBIT (a)(5)(E)

News Release

Contact:

Investors	Media
Jennifer Church	Michael McCoy
(404) 230-5392	(404) 588-7230

For Immediate Release

June 29, 2009

SunTrust Announces Final Results of Tender Offer

Atlanta — SunTrust Banks, Inc. (NYSE: STI) today announced the final results of its previously announced cash tender offer (the “Tender Offer”) to purchase up to $750 million 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 capitalized terms used but not defined in this press release shall have the meanings ascribed to them in the Company’s Offer to Purchase, dated June 1, 2009, as supplemented by the Supplement to Offer to Purchase, dated June 15, 2009 (collectively, the “Offer to Purchase”).

The Tender Offer expired at 11:59 p.m., New York City time, on Friday, June 26, 2009 (the “Expiration Date”). As of the Expiration Date, the following aggregate liquidation preference or amount of the Securities were validly tendered for purchase: $314,227,600 aggregate liquidation preference of Preferred Depositary Shares; $450,800,000 aggregate liquidation amount of Normal PPS; $177,326,000 aggregate liquidation amount of SunTrust Capital VIII Preferred Securities; $35,475,000 aggregate liquidation amount of SunTrust Capital I Preferred Securities; and $49,602,000 aggregate liquidation amount of SunTrust Capital III Preferred Securities. The Company has accepted for purchase all of the Preferred Depositary Shares validly tendered and not validly withdrawn, and has accepted $374,920,000 aggregate principal amount of the Normal PPS tendered in the offer and $60,815,000 aggregate principal amount of the SunTrust Capital VIII Preferred Securities tendered in the offer. The pro ration factor for Normal PPS tendered in the offer will be .831854 and the pro ration factor for SunTrust Capital VIII Preferred Securities will be .343167. Because of the Maximum Tender Amount of $750,000,000 the Company has not accepted for purchase any of the tendered SunTrust Capital I Preferred Securities or SunTrust Capital III Preferred Securities. The Company’s acceptance of these Securities will result in an

aggregate purchase price of approximately $525,000,000, plus accrued and unpaid dividends or distributions on the Securities so accepted through June 30, 2009.

The Company will deliver the consideration for the Securities accepted for purchase to the Depositary on the expected settlement date of June 30, 2009. The Depositary will promptly pay for all Securities accepted in the Tender Offer and will promptly return all Securities not accepted for purchase in the Tender Offer. After the settlement of the Tender Offer, the following aggregate liquidation preference or amount of the Securities not held by the Company or its affiliates will remain outstanding: $185,772,400 aggregate liquidation preference of Preferred Depositary Shares; $125,080,000 aggregate liquidation amount of Normal PPS; $939,185,000 aggregate liquidation amount of SunTrust Capital VIII Preferred Securities; $350,000,000 aggregate liquidation amount of SunTrust Capital I Preferred Securities; and $250,000,000 aggregate liquidation amount of SunTrust Capital III Preferred Securities.

The table below sets forth in detail the amount of each type of Security validly tendered and accepted for purchase as of the Expiration Date.

Title of Security	CUSIP Number	Aggregate Principal Liquidation Preference or Amount Outstanding as of June 1, 2009	Aggregate Principal Liquidation Preference or Amount Tendered for Purchase as of June 30, 2009	Aggregate Principal Liquidation Preference or Amount Accepted for Purchase as of June 30, 2009	Aggregate Principal Liquidation Preference or Amount not Held by the Company or its Affiliates to be Outstanding after Settlement on June 30, 2009
Preferred Depositary Shares	867914509	$500,000,000	$314,227,600	$314,227,600	$185,772,400
Normal PPS	86800XAA6	$500,000,000	$450,800,000	$374,920,000	$125,080,000
SunTrust Capital VIII Preferred Securities	86800YAA4	$1,000,000,000	$177,326,000	$60,815,000	$939,185,000
SunTrust Capital I Preferred Securities	86787XAA3	$350,000,000	$35,475,000	N/A	$350,000,000
SunTrust Capital III Preferred Securities	86788LAA8	$250,000,000	$49,602,000	N/A	$250,000,000
Total:		$2,600,000,000	$1,027,430,600	$749,962,600	$1,850,037,400

This transaction is expected to generate approximately $225 million of Tier 1 common capital for the Company.

Goldman, Sachs & Co. acted as the Sole Arranger and Lead Dealer Manager and Sandler O’Neill & Partners, L.P. and SunTrust Robinson Humphrey, Inc. acted as Dealer Managers in connection with the Tender Offer. D.F. King & Co., Inc. served as Depositary and Information Agent in connection with the Tender Offer.

The Tender Offer was made pursuant to the Offer to Purchase and a related letter of transmittal, as amended. The Information Agent for the Tender Offer, D.F. King & Co., Inc., may be reached toll-free at (800) 735-3107, and banks and brokers can call collect at (212) 269-5550. The Offer to Purchase and other related documents were filed with the Securities and Exchange Commission (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).

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.