S-3ASR

As filed with the U.S. Securities and Exchange Commission on September 3, 2009

Registration No. 333-______

Registration No. 333-______

Registration No. 333-______

Registration No. 333-______

Registration No. 333-______

Registration No. 333-______

Registration No. 333-______

Registration No. 333-______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SunTrust Banks, Inc.

(Exact name of registrant as specified in its charter)

Georgia	58-1575035
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

SunTrust Capital X

SunTrust Capital XI

SunTrust Capital XII

SunTrust Capital XIII

SunTrust Capital XIV

SunTrust Capital XV

SunTrust Capital XVI

SunTrust Capital XVII

(Exact name of registrant as specified in its trust agreement)

Delaware	Each to be Applied For
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

303 Peachtree Street, NE

Atlanta, GA 30308

(404) 588-7711

(Address, including zip code, and telephone number, including area code,

of registrant’s principal executive offices)

RAYMOND D. FORTIN

Corporate Executive Vice President and General Counsel

303 Peachtree Street, NE

Atlanta, GA 30308

(404) 588-7711

(Name, address, including zip code, and telephone number, including area code,

of agent for service)

Copies To:

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

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or reinvestment plans, please check the following box.  ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  x

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ¨

Indicate by check mark whether Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x	Accelerated filer  ¨	Non-accelerated filer  ¨	Smaller reporting company  ¨
		(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE(1)

Title of Each Class of Securities to be Registered(1)	Amount to be Registered	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Senior Debt Securities	(2)	(2)	(2)	(2)
Subordinated Debt Securities	(2)	(2)	(2)	(2)
Junior Subordinated Debt Securities	(2)	(2)	(2)	(2)
Purchase Contracts	(2)	(2)	(2)	(2)
Units	(2)	(2)	(2)(3)	(2)
Warrants	(2)	(2)	(2)	(2)
Depositary Shares(4)	(2)	(2)	(2)	(2)
Preferred Stock	(2)	(2)	(2)	(2)
Common Stock	(2)	(2)	(2)	(2)
Guarantees of payment by SunTrust Banks, Inc.(5)	(2)	(2)	(2)	(2)
SunTrust Capital X Trust Preferred Securities	(2)	(2)	(2)	(2)
SunTrust Capital XI Trust Preferred Securities	(2)	(2)	(2)	(2)
SunTrust Capital XII Trust Preferred Securities	(2)	(2)	(2)	(2)
SunTrust Capital XIII Trust Preferred Securities	(2)	(2)	(2)	(2)
SunTrust Capital XIV Trust Preferred Securities	(2)	(2)	(2)	(2)
SunTrust Capital XV Trust Preferred Securities	(2)	(2)	(2)	(2)
SunTrust Capital XVI Trust Preferred Securities	(2)	(2)	(2)	(2)
SunTrust Capital XVII Trust Preferred Securities	(2)	(2)	(2)	(2)
Total				(2)

(1) The securities of each class may be offered and sold by the Registrants and/or may be offered and sold, from time to time, by one or more selling securityholders to be identified in the future. The selling securityholders may purchase the securities directly from the Registrants, or from one or more underwriters, dealers or agents.

(2) An indeterminate aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be sold at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units or represented by depositary shares. In accordance with Rules 456(b) and 457(r), the Registrant is deferring payment of all of the registration fee and will pay the registration fee subsequently in advance or on a pay-as-you-go basis.

(3) Purchase contracts may be sold separately or as parts of units consisting of a purchase contract and debt securities registered hereunder, which may or may not be separable from one another. Each unit will be issued under a unit agreement or indenture. Because units will consist of a combination of other securities registered hereunder, no additional registration fee is required for the units.

(4) Each depositary share will be issued under a deposit agreement, will represent an interest in a fractional share or multiple shares of preferred stock and will be evidenced by a depositary receipt.

(5) Pursuant to Rule 457(n) under the Securities Act, no additional registration fee is due for guarantees.

PROSPECTUS

SunTrust Banks, Inc.

Senior Debt Securities

Subordinated Debt Securities

Junior Subordinated Debt Securities

Purchase Contracts

Units

Warrants

Depositary Shares

Preferred Stock

Common Stock

Guarantees

SunTrust Capital X

SunTrust Capital XI

SunTrust Capital XII

SunTrust Capital XIII

SunTrust Capital XIV

SunTrust Capital XV

SunTrust Capital XVI

SunTrust Capital XVII

Trust Preferred Securities

The securities listed above may be offered and sold by us and/or may be offered and sold, from time to time, by one or more selling securityholders to be identified in the future. We will provide the specific terms of these securities in supplements to this prospectus. You should read this prospectus and the applicable prospectus supplement carefully before you invest in the securities described in the applicable prospectus supplement.

This prospectus may not be used to sell securities unless accompanied by the applicable prospectus supplement.

These securities will be our equity securities or unsecured obligations, will not be savings accounts, deposits or other obligations of any bank or savings association, and will not be insured by the Federal Deposit Insurance Corporation, the bank insurance fund or any other governmental agency or instrumentality.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is September 3, 2009

TABLE OF CONTENTS

	Page
About this Prospectus	1
Where You Can Find More Information	1
Use of Proceeds	2
Validity of Securities	2
Experts	3

Unless the context requires otherwise, references to (1) “we,” “us,” “our” or similar terms are to SunTrust Banks, Inc. and its subsidiaries and (2) the “Trusts” are to SunTrust Capital X, SunTrust Capital XI, SunTrust Capital XII, SunTrust Capital XIII, SunTrust Capital XIV, SunTrust Capital XV, SunTrust Capital XVI and SunTrust Capital XVII, Delaware statutory trusts and the issuers of the trust preferred securities.

ABOUT THIS PROSPECTUS

This prospectus is a part of a registration statement that we and the Trusts filed with the Securities and Exchange Commission (“SEC”) using a “shelf” registration process. Under this shelf registration statement, we may sell, either separately or together, senior debt securities, subordinated debt securities, junior subordinated debt securities, purchase contracts, units, warrants, preferred stock, depositary shares representing interests in preferred stock, and common stock in one or more offerings. The Trusts may sell trust preferred securities representing undivided beneficial interests in the Trusts, which may be guaranteed by SunTrust, to the public.

Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read this prospectus and the applicable prospectus supplement together with the additional information described under the heading “Where You Can Find More Information.”

The registration statement that contains this prospectus, including the exhibits to the registration statement, contains additional information about us and the securities offered under this prospectus. That registration statement can be read at the SEC web site or at the SEC offices mentioned under the heading “Where You Can Find More Information.”

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC web site at http://www.sec.gov. You may also read and copy any document we file with the SEC at its public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. Our SEC filings are also available at the offices of the New York Stock Exchange. For further information on obtaining copies of our public filings at the New York Stock Exchange, you should call 212-656-3000.

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 prospectus, and later information that we file with the SEC will automatically update and supersede this information. We incorporate by reference the

1

following documents listed below and any future filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than, in each case, information that is deemed not to have been filed in accordance with SEC rules), until we sell all the securities offered by this prospectus:

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

• Quarterly Report on Form 10-Q for the quarters ended March 31, 2009 and June 30, 2009;

• Current Reports on Form 8-K dated November 14, 2008 (Form 8-K/A filed on January 5, 2009), January 1, 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 10, 2009, February 10, 2009 (Form 8-K/A filed on April 2, 2009), April 28, 2009, May 6, 2009, May 15, 2009, June 1, 2009, June 8, 2009, June 17, 2009 and June 25, 2009;

• the description of SunTrust’s Perpetual Preferred Stock, Series A, no par value and $100,000 liquidation preference per share, contained in our Registration Statement on Form 8-A, under Section 12(b) of the Exchange Act, filed September 12, 2006, including any amendment or report filed for the purpose of updating such description; and

• the description of SunTrust’s common stock, $1.00 par value per share, contained in our Registration Statement on Form 8-A, under Section 12(b) of the Exchange Act, filed March 5, 2003, including any amendment or report filed for the purpose of updating such description.

You may request a copy of these filings (other than an exhibit to a filing unless that exhibit is specifically incorporated by reference into that filing), at no cost, by writing or calling us at the following address:

SunTrust Banks, Inc.

303 Peachtree Street, NE

Atlanta, Georgia 30308

Telephone: 404-658-4879

Attn: Corporate Secretary

You should rely only on the information contained or incorporated by reference in this prospectus and the applicable prospectus supplement. We have not authorized anyone else to provide you with additional or different information. We may only use this prospectus to sell securities if it is accompanied by a prospectus supplement. We are only offering these securities in jurisdictions where the offer is permitted. You should not assume that the information in this prospectus or the applicable prospectus supplement or any document incorporated by reference is accurate as of any date other than the dates of the applicable documents.

USE OF PROCEEDS

We intend to use the net proceeds from the sales of the securities as set forth in the applicable prospectus supplement.

VALIDITY OF SECURITIES

Unless otherwise indicated in the applicable prospectus supplement, some legal matters will be passed upon for us by our counsel, King & Spalding LLP or by Raymond D. Fortin, Corporate Executive Vice President, General Counsel and Corporate Secretary of SunTrust. Richards, Layton & Finger, P.A., special Delaware counsel to the Trusts, will pass upon certain legal matters for the Trusts. As of September 1, 2009, Mr. Fortin beneficially owned 163,125 shares of SunTrust common stock (which amount includes 136,139 shares that are subject to options or are otherwise forfeitable but which Mr. Fortin is deemed to own pursuant to Rule 13d-3). Any underwriters will be represented by their own legal counsel.

2

EXPERTS

Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2008, and the effectiveness of our internal control over financial reporting as of December 31, 2008, as set forth in their reports, which are incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial statements as of December 31, 2008 are incorporated by reference in reliance on Ernst & Young LLP’s reports, given on their authority as experts in accounting and auditing.

The financial statements for the year ended December 31, 2006 incorporated by reference in this prospectus by reference to our Annual Report on Form 10-K for the year ended December 31, 2008 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

3

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following table sets forth the various expenses to be incurred in connection with the sale and distribution of the securities being registered hereby, all of which will be borne by SunTrust Banks, Inc.

Filing Fee—Securities and Exchange Commission	$	(1	)
Accounting fees and expenses		(2	)
Legal fees and expenses		(2	)
Trustee and depositary fees and expenses		(2	)
Printing and engraving expenses		(2	)
Blue sky fees and expenses		(2	)
Rating agency fees		(2	)
Listing fees and expenses		(2	)
Miscellaneous expenses		(2	)
Total expenses	$	(2	)

(1) The Registrants are registering an indeterminate amount of securities under this Registration Statement and in accordance with Rules 456(b) and 457(r), the Registrants are deferring payment of any additional registration fee until the time the securities are sold under this Registration Statement pursuant to a prospectus supplement.

(2) These fees are calculated based on the number of issuances and amount of securities offered and accordingly cannot be estimated at this time.

Item 15. Indemnification of Directors and Officers.

The following summary is qualified in its entirety by reference to the Georgia Business Corporation Code (the “GBCC”) and the Amended and Restated Bylaws of SunTrust Banks, Inc. (the “Company”).

Statutory Authority

The GBCC allows a corporation, pursuant to the corporation’s articles of incorporation, bylaws, contract or resolution approved or ratified by the corporation’s shareholders, to indemnify or obligate itself to indemnify a director or officer made party to a proceeding, including a proceeding brought by or in the right of the corporation. In addition, the GBCC permits a corporation to eliminate or limit the personal liability of a director to the corporation or its shareholders for monetary damages for breach of duty of care or other duty as a director, provided that no provisions shall eliminate or limit the liability of a director: (A) for any appropriation, in violation of his duties, of any business opportunity of the corporation; (B) for acts or omissions which involve intentional misconduct or a knowing violation of law; (C) for unlawful corporate distributions; or (D) for any transaction from which the director received an improper personal benefit. This provision, which has been adopted by the Company, pertains only to breaches of duty by directors in their capacity as directors (and not in any other corporate capacity, such as officers) and limits liability only for breaches of fiduciary duties under Georgia corporate law (and not for violation of other laws, such as the federal securities laws).

II-1

Bylaw Authority

Article VII of the Company’s Amended and Restated Bylaws provides:

SECTION 1. Definitions.

As used in this Article, the term:

(A) “Corporation” includes any domestic or foreign predecessor entity of this Corporation in a merger or other transaction in which the predecessor’s existence ceased upon consummation of the transaction.

(B) “Director” means an individual who is or was a director of the Corporation or an individual who, while a director of the Corporation, is or was serving at the Corporation’s request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other entity. A “director” is considered to be serving an employee benefit plan at the Corporation’s request if his duties to the Corporation also impose duties on, or otherwise involve services by, him to the plan or to participants in or beneficiaries of the plan. “Director” includes, unless the context requires otherwise, the estate or personal representative of a director.

(C) “Disinterested director” means a director who at the time of a vote referred to in Section 3(C) or a vote or selection referred to in Section 4(B), 4(C) or 7(A) is not: (i) a party to the proceeding; or (ii) an individual who is a party to a proceeding having a familial, financial, professional, or employment relationship with the director whose indemnification or advance for expenses is the subject of the decision being made with respect to the proceeding, which relationship would, in the circumstances, reasonably be expected to exert an influence on the director’s judgment when voting on the decision being made.

(D) “Employee” means an individual who is or was an employee of the Corporation or an individual who, while an employee of the Corporation, is or was serving at the Corporation’s request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. An “Employee” is considered to be serving an employee benefit plan at the Corporation’s request if his duties to the Corporation also impose duties on, or otherwise involve services by, him to the plan or to participants in or beneficiaries of the plan. “Employee” includes, unless the context requires otherwise, the estate or personal representative of an employee.

(E) “Expenses” includes counsel fees.

(F) “Liability” means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses incurred with respect to a proceeding.

(G) “Officer” means an individual who is or was an officer of the Corporation which for purposes of this Article VII shall include an assistant officer, or an individual who, while an Officer of the Corporation, is or was serving at the Corporation’s request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other entity. An “Officer” is considered to be serving an employee benefit plan at the Corporation’s request if his duties to the Corporation also impose duties on, or otherwise involve services by, him to the plan or to participants in or beneficiaries of the plan. “Officer” includes, unless the context requires otherwise, the estate or personal representative of an Officer.

(H) “Official capacity” means: (i) when used with respect to a director, the office of a director in a corporation; and (ii) when used with respect to an Officer, the office in a corporation held by the Officer.

II-2

Official capacity does not include service for any other domestic or foreign corporation or any partnership, joint venture, trust, employee benefit plan, or other entity.

(I) “Party” means an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding.

(J) “Proceeding” means any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative or investigative and whether formal or informal.

SECTION 2. Basic Indemnification Arrangement.

(A) Except as provided in subsection (D) below and, if required by Section 4 below, upon a determination pursuant to Section 4 in the specific case that such indemnification is permissible in the circumstances under this subsection because the individual has met the standard of conduct set forth in this subsection (A), the Corporation shall indemnify an individual who is made a party to a proceeding because he is or was a director or Officer against liability incurred by him in the proceeding if he conducted himself in good faith and, in the case of conduct in his official capacity, he reasonably believed such conduct was in the best interest of the Corporation, or in all other cases, he reasonably believed such conduct was at least not opposed to the best interests of the Corporation and, in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful.

(B) A person’s conduct with respect to an employee benefit plan for a purpose he believes in good faith to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection 2(A) above.

(C) The termination of a proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the proposed indemnitee did not meet the standard of conduct set forth in subsection 2(A) above.

(D) The Corporation shall not indemnify a person under this Article in connection with: (i) a proceeding by or in the right of the Corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that such person has met the relevant standard of conduct under this section; or (ii) with respect to conduct for which such person was adjudged liable on the basis that personal benefit was improperly received by him, whether or not involving action in his official capacity.

SECTION 3. Advances for Expenses.

(A) The Corporation may advance funds to pay for or reimburse the reasonable expenses incurred by a director or Officer who is a party to a proceeding because he is a director or Officer in advance of final disposition of the proceeding if: (i) such person furnishes the Corporation a written affirmation of his good faith belief that he has met the relevant standard of conduct set forth in subsection 2(A) above or that the proceeding involves conduct for which liability has been eliminated under the Corporation’s Articles of Incorporation; and (ii) such person furnishes the Corporation a written undertaking meeting the qualifications set forth below in subsection 3(B), executed personally or on his behalf, to repay any funds advanced if it is ultimately determined that he is not entitled to any indemnification under this Article or otherwise.

(B) The undertaking required by subsection 3(A)(ii) above must be an unlimited general obligation of the director or Officer but need not be secured and shall be accepted without reference to financial ability to make repayment.

(C) Authorizations under this Section shall be made: (i) by the Board of Directors: (a) when there are two or more disinterested directors, by a majority vote of all disinterested directors (a majority of whom shall for such purpose constitute a quorum) or by a majority of the members of a committee of two or more disinterested directors appointed by such a vote; or (b) when there are fewer than two disinterested directors, by a majority of the directors present, in which authorization directors who do not qualify as

II-3

disinterested directors may participate; or (ii) by the shareholders, but shares owned or voted under the control of a director who at the time does not qualify as a disinterested director with respect to the proceeding may not be voted on the authorization.

SECTION 4. Authorization of and Determination of Entitlement to Indemnification.

(A) The Corporation shall not indemnify a director or Officer under Section 2 above unless authorized thereunder and a determination has been made for a specific proceeding that indemnification of such person is permissible in the circumstances because he has met the relevant standard of conduct set forth in subsection 2(A) above; provided, however, that regardless of the result or absence of any such determination, to the extent that a director or Officer has been wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party because he is or was a director or Officer, the Corporation shall indemnify such person against reasonable expenses incurred by him in connection therewith.

(B) The determination referred to in subsection 4(A) above shall be made:

(i) If there are two or more disinterested directors, by the board of directors by a majority vote of all the disinterested directors (a majority of whom shall for such purpose constitute a quorum) or by a majority of the members of a committee of two or more disinterested directors appointed by such a vote;

(ii) by special legal counsel:

(1) selected by the Board of Directors or its committee in the manner prescribed in subdivision (i); or

(2) If there are fewer than two disinterested directors, selected by the Board of Directors (in which selection directors who do not qualify as disinterested directors may participate); or

(iii) by the shareholders; but shares owned by or voted under the control of a director who at the time does not qualify as a disinterested director may not be voted on the determination.

(C) Authorization of indemnification or an obligation to indemnify and evaluation as to reasonableness of expenses of a director or Officer in the specific case shall be made in the same manner as the determination that indemnification is permissible, as described in subsection 4(B) above, except that if there are fewer than two disinterested directors or if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subsection 4(B)(ii)(2) above to select counsel.

(D) The Board of Directors, a committee thereof, or special legal counsel acting pursuant to subsection (B) above or Section 5 below, shall act expeditiously upon an application for indemnification or advances, and cooperate in the procedural steps required to obtain a judicial determination under Section 5 below.

(E) The Corporation may, by a provision in its Articles of Incorporation or Bylaws or in a resolution adopted or a contract approved by its Board of Directors or shareholders, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification or advance funds to pay for or reimburse expenses consistent with this part. Any such obligatory provision shall be deemed to satisfy the requirements for authorization referred to in Section 3(C) or Section 4(C).

SECTION 5. Court-Ordered Indemnification and Advances for Expenses.

A director or Officer who is a party to a proceeding because he is a director or Officer may apply for indemnification or advances for expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an application and after giving any notice it considers necessary, the court shall order indemnification or advances for expenses if it determines that:

(i) The director is entitled to indemnification or advances of expenses under this part; or

II-4

(ii) In view of all the relevant circumstances, it is fair and reasonable to indemnify the director or Officer or to advance expenses to the director or Officer, even if the director or Officer has not met the relevant standard of conduct set forth in subsection 2(A) above, failed to comply with Section 3, or was adjudged liable in a proceeding referred to in subsections (i) or (ii) of Section 2(D), but if the director or Officer was adjudged so liable, the indemnification shall be limited to reasonable expenses incurred in connection with the proceeding, unless the Articles of Incorporation of the Corporation or a Bylaw, contract or resolution approved or ratified by shareholders pursuant to Section 7 below provides otherwise.

If the court determines that the director or Officer is entitled to indemnification or advance for expenses, it may also order the Corporation to pay the director’s or Officer’s reasonable expenses to obtain court-ordered indemnification or advance for expenses. The court may summarily determine, without a jury, the Corporation’s obligation to advance expense.

SECTION 6. Indemnification of Officers and Employees.

(A) Unless the Corporation’s Articles of Incorporation provide otherwise, the Corporation shall indemnify and advance expenses under this Article to an employee of the Corporation who is not a director or Officer to the same extent, consistent with public policy, as to a director or Officer.

(B) The Corporation may indemnify and advance expenses under this Article to an Officer of the Corporation who is a party to a proceeding because he is an Officer of the Corporation: (i) to the same extent as a director; and (ii) if he is not a director, to such further extent as may be provided by the Articles of Incorporation, the Bylaws, a resolution of the Board of Directors, or contract except for liability arising out of conduct that is enumerated in subsections (A)(i) through (A)(iv) of Section 7.

The provisions of this Section shall also apply to an Officer who is also a director if the sole basis on which he is made a party to the proceeding is an act or omission solely as an Officer.

SECTION 7. Shareholder Approved Indemnification.

(A) If authorized by the Articles of Incorporation or a Bylaw, contract or resolution approved or ratified by shareholders of the Corporation by a majority of the votes entitled to be cast, the Corporation may indemnify or obligate itself to indemnify a person made a party to a proceeding, including a proceeding brought by or in the right of the Corporation, without regard to the limitations in other sections of this Article, but shares owned or voted under the control of a director who at the time does not qualify as a disinterested director with respect to any existing or threatened proceeding that would be covered by the authorization may not be voted on the authorization. The Corporation shall not indemnify a person under this Section 7 for any liability incurred in a proceeding in which the person is adjudged liable to the Corporation or is subjected to injunctive relief in favor of the Corporation:

(i) for any appropriation, in violation of his duties, of any business opportunity of the Corporation;

(ii) for acts or omissions which involve intentional misconduct or a knowing violation of law;

(iii) for the types of liability set forth in Section 14-2-832 of the Georgia Business Corporation Code; or

(iv) for any transaction from which he received an improper personal benefit.

II-5

(B) Where approved or authorized in the manner described in subsection 7(A) above, the Corporation may advance or reimburse expenses incurred in advance of final disposition of the proceeding only if:

(i) the proposed indemnitee furnishes the Corporation a written affirmation of his good faith belief that his conduct does not constitute behavior of the kind described in subsection 7(A)(i) - (iv) above; and

(ii) the proposed indemnitee furnishes the Corporation a written undertaking, executed personally, or on his behalf, to repay any advances if it is ultimately determined that he is not entitled to indemnification.

SECTION 8. Liability Insurance.

The Corporation may purchase and maintain insurance on behalf of an individual who is a director, officer, employee, or agent of the Corporation or who, while a director, officer, employee, or agent of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other entity against liability asserted against or incurred by him in that capacity or arising from his status as a director, officer, employee, or agent, whether or not the Corporation would have power to indemnify him against the same liability under Section 2 or Section 3 above.

SECTION 9. Witness Fees.

Nothing in this Article shall limit the Corporation’s power to pay or reimburse expenses incurred by a person in connection with his appearance as a witness in a proceeding at a time when he is not a party.

SECTION 10. Report to Shareholders.

If the Corporation indemnifies or advances expenses to a director in connection with a proceeding by or in the right of the Corporation, the Corporation shall report the indemnification or advance, in writing, to shareholders with or before the notice of the next shareholders’ meeting.

SECTION 11. Severability.

In the event that any of the provisions of this Article (including any provision within a single section, subsection, division or sentence) is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remaining provisions of this Article shall remain enforceable to the fullest extent permitted by law.

SECTION 12. Indemnification Not Exclusive.

The rights of indemnification provided in this Article VII shall be in addition to any rights which any such director, Officer, employee or other person may otherwise be entitled by contract or as a matter of law.

SECTION 13. Amendments to Georgia Business Corporation Code.

In the event that, following the date of these Bylaws, the Georgia Business Corporation Code is amended to expand the indemnification protections that a Georgia corporation is permitted to provide to its directors, Officers and/or Employees, as applicable, the indemnification protections set forth in this Article VII shall be automatically amended, without any further action by the Board of Directors, the shareholders of the Corporation or the Corporation, to provide the same indemnification protections to the fullest extent provided by such amendments to the Georgia Business Corporation Code.

The declarations of trust for the Trusts provide for broad indemnification of the trustees of the applicable Trust and the officers and directors of such trustees.

II-6

Item 16. Exhibits

LIST OF EXHIBITS

Exhibit No.	Description of Exhibit
1.1**	Form of Underwriting Agreement for Trust Preferred Securities.
1.2**	Form of Underwriting Agreement for Debt Securities.
1.3**	Form of Underwriting Agreement for Preferred Stock or Depositary Shares.
4.1.1	Form of Amended and Restated Certificate of Trust of SunTrust Capital X and XI (incorporated by reference to Exhibit 4.1.1 to the Registrant’s Form S-3 filed on September 5, 2006).
4.1.2	Form of Certificate of Trust of SunTrust Capital XII, XIII, XIV and XV (incorporated by reference to Exhibit 4.1.2 to the Registrant’s Form S-3 filed on September 5, 2006).
4.1.3*	Form of Certificate of Trust of SunTrust Capital XVI and XVII.
4.2.1	Form of Amended and Restated Declaration of Trust of SunTrust Capital X and XI (incorporated by reference to Exhibit 4.2.1 to the Registrant’s Form S-3 filed on September 5, 2006).
4.2.2	Form of Declaration of Trust of SunTrust Capital XII, XIII, XIV and XV (incorporated by reference to Exhibit 4.2.2 to the Registrant’s Form S-3 filed on September 5, 2006).
4.2.3*	Form of Declaration of Trust of SunTrust Capital XVI and XVII.
4.3.1	Form of Amended and Restated Declaration of Trust to be used in connection with the issuance of Trust Preferred Securities (incorporated by reference to Exhibit 4.3.1 to the Registrant’s Form S-3 filed on September 5, 2006).
4.4.1	Indenture dated as of September 10, 2007 between SunTrust and U.S. Bank National Association, as Trustee, to be used in connection with the issuance of Senior Debt Securities (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on September 10, 2007).
4.4.2	Form of Indenture between SunTrust and U.S. Bank National Association, as Trustee, to be used in connection with the issuance of Subordinated Debt Securities (incorporated by reference to Exhibit 4.4.2 to the Registrant’s Form S-3 filed on September 5, 2006).
4.4.3	Indenture dated as of October 25, 2006 between SunTrust and U.S. Bank National Association, as Trustee, to be used in connection with the issuance of Junior Subordinated Debt Securities (incorporated by reference to Exhibit 4.3 to the Registrant’s Form 8-A filed on December 5, 2006).
4.5	Form of Trust Preferred Security (included in Exhibit 4.3.1).
4.6.1	Form of Senior Debt Security (included in Exhibit 4.4.1).
4.6.2**	Form of Subordinated Debt Security.
4.6.3	Form of Junior Subordinated Debt Security (included in Exhibit 4.4.3).
4.7	Form of Common Securities Guarantee (incorporated by reference to Exhibit 4.7 to the Registrant’s Form S-3 filed on September 5, 2006).
4.8	Form of Preferred Securities Guarantee (incorporated by reference to Exhibit 4.8 to the Registrant’s Form S-3 filed on September 5, 2006).
4.9**	Form of Deposit Agreement, including form of Depositary Receipt.
4.10**	Form of Warrant Agreement, including form of Warrant Certificate.
4.11**	Form of Purchase Contract.
4.12**	Form of Unit Certificate.
4.13**	Form of Preferred Stock Certificate.
5.1*	Opinion of Raymond D. Fortin as to the legality of the Senior Debt Securities, Subordinated Debt Securities, Junior Debt Securities, Purchase Contracts, Units, Warrants, Common Stock, and Guarantees to be issued by SunTrust Banks, Inc. (including the Consent of such Counsel).
5.2*	Opinion of King & Spalding LLP as to the legality of the Preferred Stock and the Depositary Shares (including the Consent of such Counsel).

II-7

Exhibit No.	Description of Exhibit
5.3*	Opinion of Richards, Layton & Finger, P.A. as to the legality of the Trust Preferred Securities to be issued by SunTrust Capital X, XI, XII, XIII, XIV, XV, XVI and XVII (including the Consent of such Counsel).
8.1**	Form of Tax Opinion of King & Spalding LLP.
12.1*	Computation of the Ratio of Earnings to Fixed Charges.
23.1*	Consent of Raymond D. Fortin (included in Exhibit 5.1).
23.2*	Consent of King & Spalding LLP (included in Exhibit 5.2).
23.3*	Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.3).
23.4*	Consent of Ernst & Young LLP.
23.5*	Consent of PricewaterhouseCoopers LLP.
24.1*	Powers of Attorney (included on signature page of this Registration Statement).
25.1*	Statement of Eligibility of U.S. Bank National Association, as Trustee under the Indenture for Senior Debt.
25.2*	Statement of Eligibility of U.S. Bank National Association, as Trustee under the Indenture for Subordinated Debt.
25.3*	Statement of Eligibility of U.S. Bank National Association, as Trustee under the Indenture for Junior Subordinated Debt.
25.4*	Statement of Eligibility of U.S. Bank National Association, as Property Trustee under the Amended and Restated Declaration of Trust of each Trust.
25.5*	Statement of Eligibility of U.S. Bank National Association, as Guarantee Trustee under the Guarantee of SunTrust for the benefit of the holders of Trust Preferred Securities of each Trust.

* Filed herewith.

** To be filed under a Current Report on Form 8-K and incorporated by reference herein.

Item 17. Undertakings

1. Each of the undersigned Registrants hereby undertakes:

(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

II-8

provided, however, that Paragraphs (1)(a)(i), (1)(a)(ii) and (1)(a)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) (17 C.F.R. § 230.424(b)) that is part of the registration statement.

(b) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(d) That, for the purpose of determining liability under the Securities Act to any purchaser:

(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) (17 C.F.R. § 230.424(b)(3)) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) (17 C.F.R. § 230.424(b)(2), (b)(5), or (b)(7)) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) (17 C.F.R. § 230.415(a)(1)(i), (vii), or (x)) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

2. That, for the purpose of determining liability of the registrants under the Securities Act to any purchaser in the initial distribution of the securities:

Each undersigned registrant undertakes that in a primary offering of securities of an undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of an undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (17 C.F.R. § 230.424);

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of an undersigned registrant or used or referred to by any of the undersigned registrants;

II-9

(iii) The portion of any other free writing prospectus relating to the offering containing material information about an undersigned registrant or its securities provided by or on behalf of an undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by an undersigned registrant to the purchaser.

Each undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of each registrant pursuant to the foregoing provisions, or otherwise, each registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by each registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

4. Each undersigned registrant hereby undertakes to file applications for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.

II-10

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, SunTrust Banks, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on September 3, 2009.

SUNTRUST BANKS, INC.
By:	/s/ James M. Wells III
	James M. Wells III
	Chairman of the Board and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned Trusts certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-3 and have duly caused this Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on September 3, 2009.

SUNTRUST CAPITAL X SUNTRUST CAPITAL XI SUNTRUST CAPITAL XII SUNTRUST CAPITAL XIII SUNTRUST CAPITAL XIV SUNTRUST CAPITAL XV SUNTRUST CAPITAL XVI SUNTRUST CAPITAL XVII
By:	/s/ Raymond D. Fortin
	Raymond D. Fortin
	Trustee

We, the undersigned directors and officers of SunTrust Banks, Inc. whose signatures appear below, do hereby constitute and appoint Raymond D. Fortin and Mark A. Chancy, and each or either of them, our true and lawful attorneys-in-fact and agents with full and several power of substitution, to do any and all acts and things in our names and on our behalf in our capacities as directors and officers and to execute any and all instruments necessary or advisable to enable said corporation to comply with the Securities Act of 1933 and any rules, regulations and requirements of the SEC, in connection with this registration statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the SEC; and we do hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated on September 3, 2009.

Signatures	Title
/s/ James M. Wells III James M. Wells III	Chairman of the Board, Chief Executive Officer (Principal Executive Officer) and Director
/s/ Mark A. Chancy Mark A. Chancy	Corporate Executive Vice President and Chief Financial Officer (Principal Financial Officer)

II-11

Signatures	Title
/s/ Thomas Panther Thomas Panther	Senior Vice President and Controller (Principal Accounting Officer)
/s/ Robert M. Beall, II Robert M. Beall, II	Director
/s/ Alston D. Correll Alston D. Correll	Director
/s/ Jeffrey C. Crowe Jeffrey C. Crowe	Director
/s/ Patricia C. Frist Patricia C. Frist	Director
/s/ Blake P. Garrett, Jr. Blake P. Garrett, Jr.	Director
/s/ David H. Hughes David H. Hughes	Director
/s/ M. Douglas Ivester M. Douglas Ivester	Director
/s/ J. Hicks Lanier J. Hicks Lanier	Director
/s/ G. Gilmer Minor, III G. Gilmer Minor, III	Director
/s/ Larry L. Prince Larry L. Prince	Director
/s/ Frank S. Royal, M.D. Frank S. Royal, M.D.	Director
/s/ Karen Hastie Williams Karen Hastie Williams	Director
/s/ Dr. Phail Wynn, Jr. Dr. Phail Wynn, Jr.	Director

II-12

EX-4.1.3

Exhibit 4.1.3

CERTIFICATE OF TRUST

OF

SUNTRUST CAPITAL             

THIS Certificate of Trust of SunTrust Capital              (the “Trust”) is being duly executed and filed on behalf of the Trust by the undersigned, as trustees, to form a statutory trust under the Delaware Statutory Trust Act (12 Del.C. § 3801 et seq.) (the “Act”).

1. Name. The name of the statutory trust formed hereby is SunTrust Capital             .

2. Delaware Trustee. The name and business address of the trustee of the Trust in the State of Delaware are U.S. Bank Trust National Association, 300 Delaware Avenue, 9th Floor, Wilmington, Delaware 19801, Attention: Corporate Trust Services Division.

3. Effective Date. This Certificate of Trust shall be effective upon filing with the Secretary of State.

4. Counterparts. This Certificate of Trust may be executed in one or more counterparts.

IN WITNESS WHEREOF, the undersigned have duly executed this Certificate of Trust in accordance with Section 3811(a)(1) of the Act.

Raymond D. Fortin

Administrative Trustee

Jerome T. Lienhard, II

Administrative Trustee

Michael Spingler

Administrative Trustee

U.S. BANK NATIONAL ASSOCIATION, as Property Trustee
By:
Name:	Earl W. Dennison Jr.
Title:	Vice President

U.S. BANK TRUST NATIONAL ASSOCIATION, as Delaware Trustee
By:
Name:	Earl W. Dennison Jr.
Title:	Vice President

EX-4.2.3

Exhibit 4.2.3

DECLARATION OF TRUST

This DECLARATION OF TRUST, dated as of August 31, 2009 (this “Declaration of Trust”), is among Raymond D. Fortin, Jerome T. Lienhard, II and Michael Spingler, as the Administrative Trustees (the “Administrative Trustees”), U.S. Bank National Association, as Property Trustee (the “Property Trustee”), U.S. Bank Trust National Association, as the Delaware Trustee (the “Delaware Trustee,” and collectively with the Administrative Trustees and the Property Trustee, the “Trustees”), and SunTrust Banks, Inc., a Georgia corporation, as the Sponsor (the “Sponsor”). The Sponsor and the Trustees hereby agree as follows:

1. The trust created hereby shall be known as “SunTrust Capital             ,” in which name the Trustees, or the Sponsor to the extent provided herein, may conduct the business of the Trust, make and execute contracts, and sue and be sued.

2. The Sponsor hereby assigns, transfers, conveys and sets over to the Trustees the sum of $10. The Trustees hereby acknowledge receipt of such amount in trust from the Sponsor, which amount shall constitute the initial trust estate. The Trustees hereby declare that they will hold the trust estate in trust for the Sponsor. It is the intention of the parties hereto that the Trust created hereby constitutes a statutory trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. § 3801, et seq. (the “Statutory Trust Act”), and that this document constitutes the governing instrument of the Trust. The Trustees are hereby authorized and directed to execute and file a certificate of trust with the Delaware Secretary of State in accordance with the provisions of the Statutory Trust Act.

3. The Sponsor and the Trustees will enter into an amended and restated Declaration of Trust, satisfactory to each such party and substantially in the form included as an exhibit to the 1933 Act Registration Statement (as defined below), to provide for the contemplated operation of the Trust created hereby and the issuance of the Preferred Securities and Common Securities referred to therein. Prior to the execution and delivery of such amended and restated Declaration of Trust, the Trustees shall not have any duty or obligation hereunder or with respect to the trust estate, except as otherwise required by applicable law or as may be necessary to obtain prior to such execution and delivery any licenses, consents or approvals required by applicable law or otherwise.

4. The Sponsor, as the Sponsor of the Trust, or any Administrative Trustee, as an Administrative Trustee of the Trust, is hereby authorized (i) to file with the Securities and Exchange Commission (the “Commission”) and execute, in each case on behalf of the Trust, (a) the Registration Statement on Form S-3 or other appropriate form (the “1933 Act Registration Statement”), including any pre-effective or post-effective amendments to the 1933 Act Registration Statement (including any preliminary prospectus, prospectus or prospectus supplements, and the exhibits contained therein), relating to the registration under the Securities Act of 1933, as amended, of the Preferred Securities of the Trust and possibly certain other securities and (b) a Registration Statement on Form 8-A or other appropriate form (the “1934 Act Registration Statement”) (including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Securities of the Trust under the Securities Exchange Act of 1934, as amended; (ii) to file with the New York Stock Exchange or any other national stock exchange or The Nasdaq National Market (each, an “Exchange”) and execute on behalf of the Trust one or more listing applications and all

other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Securities to be listed on any of the Exchanges; (iii) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as shall be necessary or desirable to register the Preferred Securities under the securities or “Blue Sky” laws of such jurisdictions as the Sponsor, on behalf of the Trust, may deem necessary or desirable; (iv) to execute and deliver letters or documents to, or instruments for filing with, a depository relating to the Preferred Securities; and (v) to execute on behalf of the Trust that certain Underwriting Agreement relating to the Preferred Securities, among the Trust, the Sponsor and the several Underwriters named therein, substantially in the form included as an exhibit to the 1933 Act Registration Statement. In the event that any filing referred to in clauses (i), (ii) and (iii) above is required by the rules and regulations of the Commission, an Exchange or state securities or blue sky laws, to be executed on behalf of the Trust by a Trustee, U.S. Bank National Association, in its capacity as trustee of the Trust, is hereby authorized and directed to join in any such filing and to execute on behalf of the Trust any and all of the foregoing.

5. This Trust Agreement may be executed in one or more counterparts.

6. The number of Trustees initially shall be five (5) and thereafter the number of Trustees shall be such number as shall be fixed from time to time by a written instrument signed by the Sponsor which may increase or decrease the number of Trustees; provided, however, that to the extent required by the Statutory Trust Act, one Trustee shall either be a natural person who is a resident of the State of Delaware or, if not a natural person, an entity which has its principal place of business in the State of Delaware and otherwise meets the requirements of applicable Delaware law. Subject to the foregoing, the Sponsor is entitled to appoint or remove without cause any Trustee at any time. A Trustee may resign upon thirty (30) days’ prior notice to the Sponsor.

7. The Sponsor hereby agrees to (i) reimburse the Delaware Trustee and the Property Trustee for all reasonable expenses actually incurred (including reasonable fees and expenses of counsel and other experts), and (ii) indemnify, defend and hold harmless the Delaware Trustee and the Property Trustee and any of the officers, directors, employees and agents of the Delaware Trustee and the Property Trustee (the “Indemnified Persons”) from and against any and all losses, damages, liabilities, claims, actions, suits, costs, expenses, disbursements (including reasonable fees and expenses of counsel), taxes and penalties of any kind and nature whatsoever actually incurred (collectively, “Expenses”), to the extent that such Expenses arise out of or are imposed upon or asserted at any time against such Indemnified Persons with respect to the performance of this Declaration of Trust, the creation, operation or termination of the Trust or the transactions contemplated hereby; provided, however, that the Sponsor shall not be required to indemnify any Indemnified Person for any Expenses which are a result of the willful misconduct, bad faith or gross negligence of such Indemnified Person.

8. The Sponsor may, in its sole discretion, dissolve and terminate the Trust.

9. This Declaration of Trust shall be governed by, and construed in accordance with, the laws of the State of Delaware (without regard to conflict of laws principles).

2

IN WITNESS WHEREOF, the parties hereto have caused this Declaration of Trust to be duly executed as of the day and year first above written.

SUNTRUST BANKS, INC., as Sponsor
By:
Name:	McHenry Kane
Title:	Vice President

Raymond D. Fortin

Administrative Trustee

Jerome T. Lienhard, II

Administrative Trustee

Michael Spingler

Administrative Trustee

U.S. BANK NATIONAL ASSOCIATION, as Property Trustee
By:
Name:	Earl W. Dennison Jr.
Title:	Vice President

U.S. BANK TRUST NATIONAL ASSOCIATION, as Delaware Trustee
By:
Name:	Earl W. Dennison Jr.
Title:	Vice President

3

EX-5.1

Exhibit 5.1

[Opinion of Raymond D. Fortin]

September 3, 2009

SunTrust Banks, Inc.

303 Peachtree Street, NE

Atlanta, Georgia 30308

Re: Registration of an indeterminate amount of Securities

Ladies and Gentlemen:

I have acted as counsel for SunTrust Banks, Inc., a Georgia corporation (“SunTrust”), in connection with the registration pursuant to a registration statement on Form S-3 (the “Registration Statement”) filed by SunTrust, SunTrust Capital X, a Delaware statutory trust (“Trust X”), SunTrust Capital XI, a Delaware statutory trust (“Trust XI”), SunTrust Capital XII, a Delaware statutory trust (“Trust XII”), SunTrust Capital XIII, a Delaware statutory trust (“Trust XIII”), SunTrust Capital XIV, a Delaware statutory trust (“Trust XIV”), SunTrust Capital XV, a Delaware statutory trust (“Trust XV”), SunTrust Capital XVI, a Delaware statutory trust (“Trust XVI”), SunTrust Capital XVII, a Delaware statutory trust (“Trust XVII” and together with Trust X, XI, XII, XIII, XIV, XV and XVI, the “Trusts,” and together with SunTrust, the “Registrants”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), of an indeterminate amount of

(a) Senior Debt Securities of SunTrust (the “Senior Debt Securities”), which may be issued pursuant to an Indenture (the “Senior Indenture”) between SunTrust and U.S. Bank National Association, as Trustee (the “Senior Trustee”);

(b) Subordinated Debt Securities of SunTrust (the “Subordinated Debt Securities”), which may be issued pursuant to an Indenture (the “Subordinated Indenture”) between SunTrust and U.S. Bank National Association, as Trustee (the “Subordinated Trustee”);

(c) Junior Subordinated Debt Securities of SunTrust (the “Junior Subordinated Debt Securities” and together with the Senior Debt Securities and the Subordinated Debt Securities, the “Debt Securities”), which may be issued pursuant to an Indenture (the “Junior Subordinated Indenture”) between SunTrust and U.S. Bank National Association, as Trustee (the “Junior Subordinated Trustee”);

(d) Purchase Contracts of SunTrust (the “Purchase Contracts”);

(e) Units (“Units”) consisting of Purchase Contracts and Debt Securities, which may or may not be separable from one another;

(f) Warrants of SunTrust (the “Warrants”);

(g) Shares of Common Stock, par value $1.00 per share, of SunTrust (the “Common Stock”);

(h) Trust Preferred Securities representing beneficial ownership interests in the assets of each Trust (the “Trust Preferred Securities”), to be issued by the Trusts;

(i) The Guarantee by SunTrust of the obligations of each Trust under the Trust Preferred Securities, to be issued by the Trusts (the “Guarantees”);

(j) Shares of Preferred Stock of SunTrust, no par value (the “Preferred Stock”); and

(k) Depositary Shares, each representing a fractional interest in a share of Preferred Stock.

The Debt Securities, Purchase Contracts, Units, Warrants, Common Stock and Guarantees are collectively referred to as the “Securities”.

In so acting, I have examined and relied upon the accuracy of original, certified, conformed or photographic copies of such records, agreements, certificates and other documents as I have deemed necessary or appropriate to enable me to render the opinions set forth below. In all such examinations, I have assumed the genuineness of signatures on original documents and the conformity to such original documents of all copies submitted to me as certified, conformed or photographic copies and, as to certificates of public officials, I have assumed the same to have been properly given and to be accurate.

I have assumed that the execution and delivery of, and the performance of all obligations under, the Senior Indenture, the Subordinated Indenture, the Junior Subordinated Indenture and the Guarantee Agreement have been or will have been duly authorized by all requisite action by each party thereto (other than SunTrust), and that such documents are or will be the valid and binding agreements of each party thereto (other than SunTrust) enforceable against each party thereto (other than SunTrust) in accordance with their respective terms.

This opinion is limited in all respects to the laws of the State of Georgia, and no opinion is expressed with respect to the laws of any other jurisdiction or any effect that such laws may have on the opinions expressed herein. This opinion is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein.

Based upon the foregoing, I am of the opinion that:

(i) The Senior Debt Securities, when (a) the definitive terms and provisions of the Senior Debt Securities have been established and (b) executed and delivered by SunTrust

and authenticated by the Senior Trustee under the Senior Indenture and delivered to and paid for by the purchasers thereof, will be validly issued and will constitute valid and binding obligations of SunTrust enforceable against SunTrust in accordance with their terms, subject, as to the enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors generally and to the effect of general principles of equity;

(ii) The Subordinated Debt Securities, when (a) the Subordinated Indenture has been duly authorized, executed and delivered by SunTrust and the Subordinated Trustee, (b) the definitive terms and provisions of the Subordinated Debt Securities have been established and (c) executed and delivered by SunTrust and authenticated by the Subordinated Trustee under the Subordinated Indenture and delivered to and paid for by the purchasers thereof, will be validly issued and will constitute valid and binding obligations of SunTrust enforceable against SunTrust in accordance with their terms, subject, as to the enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors generally and to the effect of general principles of equity;

(iii) The Junior Subordinated Debt Securities, when (a) the definitive terms and provisions of the Junior Subordinated Debt Securities have been established and (b) executed and delivered by SunTrust and authenticated by the Junior Subordinated Trustee under the Junior Subordinated Indenture and delivered to and paid for by the purchasers thereof, will be validly issued and will constitute valid and binding obligations of SunTrust enforceable against SunTrust in accordance with their terms, subject, as to the enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors generally and to the effect of general principles of equity;

(iv) The Purchase Contracts, when (a) the underwriting or similar agreement has been duly authorized, executed and delivered by the parties thereto, (b) the board of directors of SunTrust or a duly authorized committee thereof has taken all necessary corporate action to approve and establish the terms of the Purchase Contracts and to authorize and approve the issuance thereof and (c) the Purchase Contracts have been delivered and paid for by the purchasers thereof, will be validly issued and will constitute valid and binding obligations of SunTrust enforceable against SunTrust in accordance with their terms subject, as to the enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors generally and to the effect of general principles of equity,

(v) The Units, when (a) the underwriting or similar agreement for the Units has been duly authorized, executed and delivered by the parties thereto, (b) the board of directors of SunTrust or a duly authorized committee thereof has taken all necessary corporate action to approve and establish the terms of the Units and to authorize and approve the issuance thereof and (c) the Units have been delivered and paid for by the purchasers thereof, the Units will be validly issued and will constitute valid and binding obligations of SunTrust enforceable against SunTrust in accordance with their terms

subject, as to the enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors generally and to the effect of general principles of equity,

(vi) The Warrants, when (a) the warrant agreement has been duly authorized, executed and delivered by the parties thereto, (b) the board of directors of SunTrust or a duly authorized committee thereof has taken all necessary corporate action to approve and establish the terms of the Warrants and to authorize and approve the issuance thereof and (c) the Warrants have been delivered and paid for by the purchasers thereof, will be validly issued and will constitute valid and binding obligations of SunTrust enforceable against SunTrust in accordance with their terms subject, as to the enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors generally and to the effect of general principles of equity,

(vii) Any shares of Common Stock, when (a) the underwriting or similar agreement has been duly authorized, executed and delivered by the parties thereto and (b) the shares of Common Stock have been delivered to and paid for by the purchasers thereof will be duly authorized and validly issued, fully paid and nonassessable shares of Common Stock.

(viii) The Guarantees to be issued pursuant to the Guarantee Agreement, when the Guarantee Agreement has been duly executed and delivered by SunTrust and the Trustee, will be validly issued and will constitute valid and binding obligations of SunTrust enforceable against SunTrust in accordance with their terms, subject, as to the enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors generally and to the effect of general principles of equity,

This opinion is given as of the date hereof, and I assume no obligation to update this opinion to reflect any fact or circumstance that may hereafter come to my attention or any change in any law or regulation that may hereafter occur.

I consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to me under the caption “Validity of Securities” in the prospectus that forms a part thereof. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act.

Sincerely,

/s/ Raymond D. Fortin

Name: Raymond D. Fortin

Title: Corporate Executive Vice

President, General Counsel and

Corporate Secretary

EX-5.2

Exhibit 5.2

[Letterhead of King & Spalding LLP]

September 3, 2009

SunTrust Banks, Inc.

303 Peachtree Street, NE

Atlanta, Georgia 30308

Re: Registration of an indeterminate amount of Securities

Ladies and Gentlemen:

We have acted as counsel for SunTrust Banks, Inc., a Georgia corporation (“SunTrust”), in connection with the registration pursuant to a registration statement on Form S-3 (the “Registration Statement”) filed by SunTrust, SunTrust Capital X, a Delaware statutory trust (“Trust X”), SunTrust Capital XI, a Delaware statutory trust (“Trust XI”), SunTrust Capital XII, a Delaware statutory trust (“Trust XII”), SunTrust Capital XIII, a Delaware statutory trust (“Trust XIII”), SunTrust Capital XIV, a Delaware statutory trust (“Trust XIV”), SunTrust Capital XV, a Delaware statutory trust (“Trust XV”), SunTrust Capital XVI, a Delaware statutory trust (“Trust XVI”), SunTrust Capital XVII, a Delaware statutory trust (“Trust XVII” and together with Trust X, XI, XII, XIII, XIV, XV and XVI, the “Trusts,” and together with SunTrust, the “Registrants”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), of an indeterminate amount of

(a) Senior Debt Securities of SunTrust, which may be issued pursuant to an Indenture between SunTrust and U.S. Bank National Association, as Trustee;

(b) Subordinated Debt Securities of SunTrust, which may be issued pursuant to an Indenture between SunTrust and U.S. Bank National Association, as Trustee;

(c) Junior Subordinated Debt Securities of SunTrust, which may be issued pursuant to an Indenture between SunTrust and U.S. Bank National Association, as Trustee;

(d) Purchase Contracts of SunTrust;

(e) Units consisting of Purchase Contracts and Debt Securities, which may or may not be separable from one another;

(f) Warrants of SunTrust;

(g) Shares of Common Stock, par value $1.00 per share, of SunTrust;

(h) Trust Preferred Securities representing beneficial ownership interests in the assets of each Trust, to be issued by the Trusts;

(i) The Guarantee by SunTrust of the obligations of each Trust under the Trust Preferred Securities, to be issued by the Trusts;

(j) Shares of Preferred Stock of SunTrust, no par value (the “Preferred Stock”); and

(k) Depositary Shares, each representing a fractional interest in a share of Preferred Stock (the “Depositary Shares”) to be issued under a deposit agreement (the “Deposit Agreement”).

In so acting, we have examined and relied upon the accuracy of original, certified, conformed or photographic copies of such records, agreements, certificates and other documents as we have deemed necessary or appropriate to enable us to render the opinions set forth below. In all such examinations, we have assumed the genuineness of signatures on original documents and the conformity to such original documents of all copies submitted to us as certified, conformed or photographic copies and, as to certificates of public officials, we have assumed the same to have been properly given and to be accurate.

We have assumed that the execution and delivery of, and the performance of all obligations under, the Deposit Agreement will have been duly authorized by all requisite action by each party thereto (other than SunTrust), and that it will be the valid and binding agreement of each party thereto (other than SunTrust) enforceable against each party thereto (other than SunTrust) in accordance with its terms.

This opinion is limited in all respects to the laws of the States of Georgia and New York, and no opinion is expressed with respect to the laws of any other jurisdiction or any effect which such laws may have on the opinions expressed herein. This opinion is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein.

Based upon the foregoing, and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that:

(i) any shares of Preferred Stock, when issued and delivered pursuant to an underwriting agreement or a comparable agreement, will be duly authorized, validly issued, fully paid and nonassessable; and

(ii) any Depositary Shares, when issued and delivered pursuant to an underwriting agreement or a comparable agreement, and issued and delivered in accordance with the terms of the Deposit Agreement, will have been validly issued and will represent a fractional interest in a duly authorized and validly issued, fully paid and nonassessable share of Preferred Stock.

This opinion is given as of the date hereof, and we assume no obligation to advise you after the date hereof of facts or circumstances that come to our attention or changes in law that occur which could affect the opinions contained herein. This letter is being rendered solely for the benefit of the Registrants in connection with the matters

addressed herein. This opinion may not be furnished to or relied upon by any person or entity for any purpose without our prior written consent.

We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the caption “Validity of Securities” in the prospectus that forms a part thereof.

/s/ King & Spalding LLP

EX-5.3

Exhibit 5.3

[Letterhead of Richards, Layton & Finger, P.A.]

September 3, 2009

SunTrust Capital X

SunTrust Capital XI

SunTrust Capital XII

SunTrust Capital XIII

SunTrust Capital XIV

SunTrust Capital XV

SunTrust Capital XVI

SunTrust Capital XVII

c/o SunTrust Banks, Inc.

303 Peach Street, NE

Atlanta, Georgia 30308

Re: SunTrust Capital X; SunTrust Capital XI, SunTrust Capital XII; SunTrust

Capital XIII; SunTrust Capital XIV; SunTrust Capital XV; SunTrust

Capital XVI; and SunTrust Capital XVII

Ladies and Gentlemen:

We have acted as special Delaware counsel for SunTrust Banks, Inc., a Georgia corporation (the “Company”), SunTrust Capital X, a Delaware statutory trust (“Trust X”), SunTrust Capital XI, a Delaware statutory trust (“Trust XI”), SunTrust Capital XII, a Delaware statutory trust (“Trust XII”), SunTrust Capital XIII, a Delaware statutory trust (“Trust XIII”), SunTrust Capital XIV, a Delaware statutory trust (“Trust XIV”), SunTrust Capital XV, a Delaware statutory trust (“Trust XV”), SunTrust Capital XVI, a Delaware statutory trust (“Trust XVI”), and SunTrust Capital XVII, a Delaware statutory trust (“Trust XVII”), in connection with the matters set forth herein. At your request, this opinion is being furnished to you.

Trust X and Trust XI are hereinafter jointly referred to as the “First Trusts.” Trust XII, Trust XIII, Trust XIV and Trust XV are hereinafter collectively referred to as the “Second Trusts.” Trust XVI and Trust XVII are hereinafter jointly referred to as the “Third Trusts.” The First Trusts, the Second Trusts and the Third Trusts are hereinafter collectively referred to as the “Trusts.”

SunTrust Capital X-XVII

September 3, 2009

Page 2

For purposes of giving the opinions hereinafter set forth, our examination of documents has been limited to the examination of originals or copies of the following:

(a) The Certificates of Trust of the First Trusts, each dated as of August 17, 2004, as filed in the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on August 18, 2004, as amended and restated by the Amended and Restated Certificates of Trust of the First Trusts, as filed in the office of the Secretary of State on August 29, 2006 (as so amended and restated, the “First Trust Certificates”);

(b) The Declarations of Trust of the First Trusts, each dated as of August 17, 2004, among the Company and the trustees of the First Trusts named therein;

(c) The Amended and Restated Declarations of Trust of the First Trusts, each dated as of August 29, 2006, among the Company and the trustees of the First Trusts named therein;

(d) The Certificates of Trust of the Second Trusts, as filed in the office of the Secretary of State on August 29, 2006 (the “Second Trusts Certificates”);

(e) The Declarations of Trust of the Second Trusts, each dated as of August 29, 2006, among the Company and the trustees of the Second Trusts named therein;

(f) Instruments of Removal and Appointment of Administrative Trustee, each dated as of May 30, 2008, relating to the First Trusts and the Second Trusts;

(g) The Certificates of Trust of the Third Trusts, as filed in the office of the Secretary of State on August 31, 2009 (the “Third Trusts Certificates”);

(h) The Declarations of Trust of the Third Trusts, each dated as of August 31, 2009, among the Company and the Trustees of the Third Trusts named therein;

(i) The Registration Statement (the “Registration Statement”) on Form S-3, including a preliminary prospectus (the “Prospectus”), relating to the Trust Preferred Securities of the Trusts representing preferred undivided beneficial interests in the assets of the Trusts (each, a “Trust Preferred Security” and collectively, the “Trust Preferred Securities”), as filed by the Company and the Trusts with the Securities and Exchange Commission on or about September 3, 2009;

(j) A Form of Amended and Restated Declaration of Trust of the Trusts (the “Declaration of Trust”), to be entered into among the Company, the trustees of the Trusts named therein, and the holders, from time to time, of undivided beneficial interests in the assets of the Trusts, incorporated by reference as an exhibit to the Registration Statement; and

(k) Certificates of Good Standing for the Trusts, dated September 1, 2009, obtained from the Secretary of State.

SunTrust Capital X-XVII

September 3, 2009

Page 3

Capitalized terms used herein and not otherwise defined are used as defined in the Declaration of Trust. The First Trusts Certificates, the Second Trusts Certificates and the Third Trusts Certificates are hereinafter collectively referred to as the “Certificates.”

For purposes of this opinion, we have not reviewed any documents other than the documents listed in paragraphs (a) through (k) above. In particular, we have not reviewed any document (other than the documents listed in paragraphs (a) through (k) above) that is referred to in or incorporated by reference into the documents reviewed by us. We have assumed that there exists no provision in any document that we have not reviewed that is inconsistent with the opinions stated herein. We have conducted no independent factual investigation of our own but rather have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects.

With respect to all documents examined by us, we have assumed (i) the authenticity of all documents submitted to us as authentic originals, (ii) the conformity with the originals of all documents submitted to us as copies or forms, and (iii) the genuineness of all signatures.

For purposes of this opinion, we have assumed (i) that the Declaration of Trust and the Certificates are in full force and effect and have not been amended, (ii) except to the extent provided in paragraph 1 below, the due creation or due organization or due formation, as the case may be, and valid existence in good standing of each party to the documents examined by us under the laws of the jurisdiction governing its creation, organization or formation, (iii) the legal capacity of each natural person who is a party to the documents examined by us, (iv) that each of the parties to the documents examined by us has the power and authority to execute and deliver, and to perform its obligations under, such documents, (v) the due authorization, execution and delivery by all parties thereto of all documents examined by us, (vi) the receipt by each Person to whom a Trust Preferred Security is to be issued by the Trusts (collectively, the “Preferred Security Holders”) of an interest in the Preferred Securities Certificate for such Trust Preferred Security and the payment for the interest in the Trust Preferred Security acquired by it, in accordance with the Declaration of Trust, and (vii) that the Trust Preferred Securities are issued and sold in accordance with the Declaration of Trust. We have not participated in the preparation of the Registration Statement and assume no responsibility for its contents.

This opinion is limited to the laws of the State of Delaware (excluding the securities laws and blue sky laws of the State of Delaware), and we have not considered and express no opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto. Our opinions are rendered only with respect to Delaware laws and rules, regulations and orders thereunder that are currently in effect.

Based upon the foregoing, and upon our examination of such questions of law and statutes of the State of Delaware as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that:

1. Each of the Trusts has been duly created and is validly existing in good standing as a statutory trust under the Delaware Statutory Trust Act (12 Del. C. § 3801, et seq.).

SunTrust Capital X-XVII

September 3, 2009

Page 4

2. The Trust Preferred Securities will represent valid and, subject to the qualifications set forth in paragraph 3 below, fully paid and nonassessable undivided beneficial interests in the assets of the respective Trusts.

3. The Preferred Security Holders, as beneficial owners of a respective Trust, will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware. We note that the Preferred Security Holders may be obligated to make payments as set forth in the Declaration of Trust.

We consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. In addition, we hereby consent to the use of our name under the heading “Validity of Securities” in the Prospectus. In giving the foregoing consents, we do not thereby admit that we come within the category of Persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. Except as stated above, without our prior written consent, this opinion may not be furnished or quoted to, or relied upon by, any other Person for any purpose.

Very truly yours,

/s/ Richards, Layton & Finger, P.A.

BJK/AH

EX-12.1

Exhibit 12.1

SunTrust Banks, Inc.

Ratio of Earnings to Fixed Charges and Preferred Stock Dividends

(In thousands)

	For the Six Months Ended June 30,				For the Year Ended December 31,
	2009		2008		2008		2007		2006		2005		2004
Ratio 1 - including deposit interest
Earnings:
Income(loss) before income taxes	($1,291,606	)	$1,131,471		$728,503		$2,249,529		$2,986,441		$2,866,395		$2,257,026
Net income attributable to noncontrolling interest	(6,755	)	(6,102	)	(11,378	)	(12,724	)	(13,371	)	(14,512	)	(9,521	)
Fixed charges	1,306,018		2,063,412		3,778,776		5,377,312		5,188,060		3,203,493		1,577,826
Total	$7,657		$3,188,781		$4,495,901		$7,614,117		$8,161,130		$6,055,376		$3,825,331
Fixed charges:
Interest on deposits	$822,776		$1,327,649		$2,377,473		$3,660,766		$3,464,700		$1,832,975		$766,188
Interest on funds purchased and securities sold under agreements to repurchase	5,174		92,327		130,563		440,260		543,057		312,193		108,591
Interest on other short-term borrowings	8,748		35,864		55,102		121,011		74,326		83,087		24,642
Interest on trading liabilities	11,077		12,633		27,160		15,586		15,540		11,878		5,553
Interest on long-term debt	423,079		559,641		1,117,428		1,078,753		1,033,932		912,210		628,253
Portion of rents representative of the interest factor (1/3) of rental expense	35,164		35,298		71,050		60,936		56,505		51,150		44,599
Total fixed charges	1,306,018		2,063,412		3,778,776		5,377,312		5,188,060		3,203,493		1,577,826
Preferred stock dividend requirements	143,460		16,336		48,834		41,678		10,901		—		—
Fixed charges and preferred stock dividends	$1,449,478		$2,079,748		$3,827,610		$5,418,990		$5,198,961		$3,203,493		$1,577,826
Ratio of earnings to fixed charges 1	N/M		1.55 x		1.19 x		1.42 x		1.57 x		1.89 x		2.42 x
Ratio of earnings to fixed charges and preferred stock dividends 1	N/M		1.53 x		1.17 x		1.41 x		1.57 x		1.89 x		2.42 x
Ratio 2 - excluding deposit interest
Earnings:
Income(loss) before income taxes	($1,291,606	)	$1,131,471		$728,503		$2,249,529		$2,986,441		$2,866,395		$2,257,026
Net income attributable to noncontrolling interest	(6,755	)	(6,102	)	(11,378	)	(12,724	)	(13,371	)	(14,512	)	(9,521	)
Fixed charges	483,242		735,763		1,401,303		1,716,546		1,734,261		1,370,518		811,638
Total	($815,119	)	$1,861,132		$2,118,428		$3,953,351		$4,707,331		$4,222,401		$3,059,143
Fixed charges:
Interest on funds purchased and securities sold under agreements to repurchase	$5,174		$92,327		$130,563		$440,260		$543,057		$312,193		$108,591
Interest on other short-term borrowings	8,748		35,864		55,102		121,011		74,326		83,087		24,642
Interest on trading liabilities	11,077		12,633		27,160		15,586		15,540		11,878		5,553
Interest on long-term debt	423,079		559,641		1,117,428		1,078,753		1,033,932		912,210		628,253
Portion of rents representative of the interest factor (1/3) of rental expense	35,164		35,298		71,050		60,936		56,505		51,150		44,599
Total fixed charges	483,242		735,763		1,401,303		1,716,546		1,723,360		1,370,518		811,638
Preferred stock dividend requirements	143,460		16,336		48,834		41,678		10,901		—		—
Fixed charges and preferred stock dividends	$626,702		$752,099		$1,450,137		$1,758,224		$1,734,261		$1,370,518		$811,638
Ratio of earnings to fixed charges 1	N/M		2.53 x		1.51 x		2.30 x		2.73 x		3.08 x		3.77 x
Ratio of earnings to fixed charges and preferred stock dividends 1	N/M		2.47 x		1.46 x		2.25 x		2.71 x		3.08 x		3.77 x

¹ When fixed charges exceed earnings, the calculated ratio indicates less than a one-to-one coverage that is considered to not be a meaningful ratio (“N/M”). The coverage deficiency can be calculated by subtracting total earnings from total fixed charges and total earnings from fixed charges and preferred stock dividends in the ratio of earnings to fixed charges and ratio of earnings to fixed charges and preferred stock dividends, respectively.

EX-23.4

Exhibit 23.4

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form S-3) and related Prospectus of SunTrust Banks, Inc. and to the incorporation by reference therein of our reports dated February 26, 2009, with respect to the consolidated financial statements of SunTrust Banks, Inc. and the effectiveness of internal control over financial reporting of SunTrust Banks, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2008, filed with the Securities and Exchange Commission.

/s/ ERNST & YOUNG LLP

Atlanta, Georgia

September 2, 2009

EX-23.5

Exhibit 23.5

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated March 1, 2007 relating to the financial statements, which appears in SunTrust Banks, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2006. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Atlanta, GA

September 3, 2009

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER

THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of

a Trustee Pursuant to Section 305(b)(2)

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.

800 Nicollet Mall Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Earl W. Dennison Jr.

U.S. Bank National Association

One Federal Street, 3^rd Floor

Boston, MA 02110

(617) 603-6567

(Name, address and telephone number of agent for service)

SUNTRUST BANKS, INC.

(Issuer with respect to the Securities)

Georgia	58-1575035
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
303 Peachtree Street, NE Atlanta, GA	30308
(Address of Principal Executive Offices)	(Zip Code)

Senior Debt Securities

(Title of the Indenture Securities)

FORM T-1

Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.

a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

b) Whether it is authorized to exercise corporate trust powers.

Yes

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15 Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1. A copy of the Articles of Association of the Trustee.*

2. A copy of the certificate of authority of the Trustee to commence business.*

3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*

4. A copy of the existing bylaws of the Trustee.**

5. A copy of each Indenture referred to in Item 4. Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

7. Report of Condition of the Trustee as of June 30, 2009 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

** Incorporated by reference to Exhibit 25.1 to registration statement on S-4, Registration Number 333-145601 filed on August 21, 2007.

2

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Boston, Commonwealth of Massachusetts, on the 3rd day of September, 2009.

By:	/s/ Earl W. Dennison Jr.
	Earl W. Dennison Jr.
	Vice President

By:	/s/ Karen R. Beard
	Karen R. Beard
	Vice President

3

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: September 3, 2009

By:	/s/ Earl W. Dennison Jr.
	Earl W. Dennison Jr.
	Vice President

By:	/s/ Karen R. Beard
	Karen R. Beard
	Vice President

4

Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 6/30/2009

($000’s)

	6/30/2009
Assets
Cash and Balances Due From Depository Institutions	$	6,526,915
Securities		38,971,863
Federal Funds		3,558,381
Loans & Lease Financing Receivables		180,342,925
Fixed Assets		4,176,818
Intangible Assets		12,451,763
Other Assets		14,416,029
Total Assets	$	260,444,694
Liabilities
Deposits	$	174,406,310
Fed Funds		11,988,123
Treasury Demand Notes		0
Trading Liabilities		385,470
Other Borrowed Money		34,999,265
Acceptances		0
Subordinated Notes and Debentures		7,779,967
Other Liabilities		6,530,991
Total Liabilities	$	236,090,126
Equity
Minority Interest in Subsidiaries	$	1,647,451
Common and Preferred Stock		18,200
Surplus		12,642,020
Undivided Profits		10,046,897
Total Equity Capital	$	24,354,568
Total Liabilities and Equity Capital	$	260,444,694

To the best of the undersigned’s determination, as of the date hereof, the above financial information is true and correct.

U.S. Bank National Association
By:	/s/ Earl W. Dennison Jr.
	Vice President

Date: September 3, 2009

5

EX-25.2

Exhibit 25.2

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER

THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of

a Trustee Pursuant to Section 305(b)(2)

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.

800 Nicollet Mall Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Earl W. Dennison Jr.

U.S. Bank National Association

One Federal Street, 3^rd Floor

Boston, MA 02110

(617) 603-6567

(Name, address and telephone number of agent for service)

SUNTRUST BANKS, INC.

(Issuer with respect to the Securities)

Georgia	58-1575035
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
303 Peachtree Street, NE Atlanta, GA	30308
(Address of Principal Executive Offices)	(Zip Code)

Subordinated Debt Securities

(Title of the Indenture Securities)

FORM T-1

Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.

a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

b) Whether it is authorized to exercise corporate trust powers.

Yes

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15 Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1. A copy of the Articles of Association of the Trustee.*

2. A copy of the certificate of authority of the Trustee to commence business.*

3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*

4. A copy of the existing bylaws of the Trustee.**

5. A copy of each Indenture referred to in Item 4. Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

7. Report of Condition of the Trustee as of June 30, 2009 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

** Incorporated by reference to Exhibit 25.1 to registration statement on S-4, Registration Number 333-145601 filed on August 21, 2007.

2

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Boston, Commonwealth of Massachusetts, on the 3rd day of September, 2009.

By:	/s/ Earl W. Dennison Jr.
	Earl W. Dennison Jr.
	Vice President

By:	/s/ Karen R. Beard
	Karen R. Beard
	Vice President

3

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: September 3, 2009

By:	/s/ Earl W. Dennison Jr.
	Earl W. Dennison Jr.
	Vice President

By:	/s/ Karen R. Beard
	Karen R. Beard
	Vice President

4

Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 6/30/2009

($000’s)

	6/30/2009
Assets
Cash and Balances Due From Depository Institutions	$	6,526,915
Securities		38,971,863
Federal Funds		3,558,381
Loans & Lease Financing Receivables		180,342,925
Fixed Assets		4,176,818
Intangible Assets		12,451,763
Other Assets		14,416,029
Total Assets	$	260,444,694
Liabilities
Deposits	$	174,406,310
Fed Funds		11,988,123
Treasury Demand Notes		0
Trading Liabilities		385,470
Other Borrowed Money		34,999,265
Acceptances		0
Subordinated Notes and Debentures		7,779,967
Other Liabilities		6,530,991
Total Liabilities	$	236,090,126
Equity
Minority Interest in Subsidiaries	$	1,647,451
Common and Preferred Stock		18,200
Surplus		12,642,020
Undivided Profits		10,046,897
Total Equity Capital	$	24,354,568
Total Liabilities and Equity Capital	$	260,444,694

To the best of the undersigned’s determination, as of the date hereof, the above financial information is true and correct.

U.S. Bank National Association
By:	/s/ Earl W. Dennison Jr.
	Vice President

Date: September 3, 2009

5

EX-25.3

Exhibit 25.3

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER

THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of

a Trustee Pursuant to Section 305(b)(2)

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.

800 Nicollet Mall Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Earl W. Dennison Jr.

U.S. Bank National Association

One Federal Street, 3^rd Floor

Boston, MA 02110

(617) 603-6567

(Name, address and telephone number of agent for service)

SUNTRUST BANKS, INC.

(Issuer with respect to the Securities)

Georgia	58-1575035
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
303 Peachtree Street, NE Atlanta, GA	30308
(Address of Principal Executive Offices)	(Zip Code)

Junior Subordinated Debt Securities

(Title of the Indenture Securities)

FORM T-1

Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.

a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

b) Whether it is authorized to exercise corporate trust powers.

Yes

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15 Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1. A copy of the Articles of Association of the Trustee.*

2. A copy of the certificate of authority of the Trustee to commence business.*

3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*

4. A copy of the existing bylaws of the Trustee.**

5. A copy of each Indenture referred to in Item 4. Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

7. Report of Condition of the Trustee as of June 30, 2009 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

** Incorporated by reference to Exhibit 25.1 to registration statement on S-4, Registration Number 333-145601 filed on August 21, 2007.

2

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Boston, Commonwealth of Massachusetts, on the 3rd day of September, 2009.

By:	/s/ Earl W. Dennison Jr.
	Earl W. Dennison Jr.
	Vice President

By:	/s/ Karen R. Beard
	Karen R. Beard
	Vice President

3

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: September 3, 2009

By:	/s/ Earl W. Dennison Jr.
	Earl W. Dennison Jr.
	Vice President

By:	/s/ Karen R. Beard
	Karen R. Beard
	Vice President

4

Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 6/30/2009

($000’s)

	6/30/2009
Assets
Cash and Balances Due From Depository Institutions	$	6,526,915
Securities		38,971,863
Federal Funds		3,558,381
Loans & Lease Financing Receivables		180,342,925
Fixed Assets		4,176,818
Intangible Assets		12,451,763
Other Assets		14,416,029
Total Assets	$	260,444,694
Liabilities
Deposits	$	174,406,310
Fed Funds		11,988,123
Treasury Demand Notes		0
Trading Liabilities		385,470
Other Borrowed Money		34,999,265
Acceptances		0
Subordinated Notes and Debentures		7,779,967
Other Liabilities		6,530,991
Total Liabilities	$	236,090,126
Equity
Minority Interest in Subsidiaries	$	1,647,451
Common and Preferred Stock		18,200
Surplus		12,642,020
Undivided Profits		10,046,897
Total Equity Capital	$	24,354,568
Total Liabilities and Equity Capital	$	260,444,694

To the best of the undersigned’s determination, as of the date hereof, the above financial information is true and correct.

U.S. Bank National Association
By:	/s/ Earl W. Dennison Jr.
	Vice President

Date: September 3, 2009

5

EX-25.4

Exhibit 25.4

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER

THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of

a Trustee Pursuant to Section 305(b)(2)

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.

800 Nicollet Mall Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Earl W. Dennison Jr.

U.S. Bank National Association

One Federal Street, 3^rd Floor

Boston, MA 02110

(617) 603-6567

(Name, address and telephone number of agent for service)

SunTrust Capital X

SunTrust Capital XI

SunTrust Capital XII

SunTrust Capital XIII

SunTrust Capital XIV

SunTrust Capital XV

SunTrust Capital XVI

SunTrust Capital XVII

(Issuer with respect to the Securities)

Georgia	58-1575035
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

303 Peachtree Street, NE Atlanta, GA	30308
(Address of Principal Executive Offices)	(Zip Code)

SunTrust Capital X Trust Preferred Securities

SunTrust Capital XI Trust Preferred Securities

SunTrust Capital XII Trust Preferred Securities

SunTrust Capital XIII Trust Preferred Securities

SunTrust Capital XIV Trust Preferred Securities

SunTrust Capital XV Trust Preferred Securities

SunTrust Capital XVI Trust Preferred Securities

SunTrust Capital XVII Trust Preferred Securities

(Title of the Indenture Securities)

FORM T-1

Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.

a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

b) Whether it is authorized to exercise corporate trust powers.

Yes

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15 Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1. A copy of the Articles of Association of the Trustee.*

2. A copy of the certificate of authority of the Trustee to commence business.*

3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*

4. A copy of the existing bylaws of the Trustee.**

5. A copy of each Indenture referred to in Item 4. Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

7. Report of Condition of the Trustee as of June 30, 2009 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

** Incorporated by reference to Exhibit 25.1 to registration statement on S-4, Registration Number 333-145601 filed on August 21, 2007.

2

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Boston, Commonwealth of Massachusetts, on the 3rd day of September, 2009.

By:	/s/ Earl W. Dennison Jr.
	Earl W. Dennison Jr.
	Vice President

By:	/s/ Karen R. Beard
	Karen R. Beard
	Vice President

3

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: September 3, 2009

By:	/s/ Earl W. Dennison Jr.
	Earl W. Dennison Jr.
	Vice President

By:	/s/ Karen R. Beard
	Karen R. Beard
	Vice President

4

Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 6/30/2009

($000’s)

	6/30/2009
Assets
Cash and Balances Due From Depository Institutions	$	6,526,915
Securities		38,971,863
Federal Funds		3,558,381
Loans & Lease Financing Receivables		180,342,925
Fixed Assets		4,176,818
Intangible Assets		12,451,763
Other Assets		14,416,029
Total Assets	$	260,444,694
Liabilities
Deposits	$	174,406,310
Fed Funds		11,988,123
Treasury Demand Notes		0
Trading Liabilities		385,470
Other Borrowed Money		34,999,265
Acceptances		0
Subordinated Notes and Debentures		7,779,967
Other Liabilities		6,530,991
Total Liabilities	$	236,090,126
Equity
Minority Interest in Subsidiaries	$	1,647,451
Common and Preferred Stock		18,200
Surplus		12,642,020
Undivided Profits		10,046,897
Total Equity Capital	$	24,354,568
Total Liabilities and Equity Capital	$	260,444,694

To the best of the undersigned’s determination, as of the date hereof, the above financial information is true and correct.

U.S. Bank National Association
By:	/s/ Earl W. Dennison Jr.
	Vice President

Date: September 3, 2009

5

EX-25.5

Exhibit 25.5

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER

THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of

a Trustee Pursuant to Section 305(b)(2)

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.

800 Nicollet Mall Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Earl W. Dennison Jr.

U.S. Bank National Association

One Federal Street, 3^rd Floor

Boston, MA 02110

(617) 603-6567

(Name, address and telephone number of agent for service)

SUNTRUST BANKS, INC.

(Issuer with respect to the Securities)

Georgia	58-1575035
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
303 Peachtree Street, NE Atlanta, GA	30308
(Address of Principal Executive Offices)	(Zip Code)

Guarantee of Payment By SunTrust Banks, Inc.

(Title of the Indenture Securities)

FORM T-1

Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.

a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

b) Whether it is authorized to exercise corporate trust powers.

Yes

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15 Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1. A copy of the Articles of Association of the Trustee.*

2. A copy of the certificate of authority of the Trustee to commence business.*

3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*

4. A copy of the existing bylaws of the Trustee.**

5. A copy of each Indenture referred to in Item 4. Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

7. Report of Condition of the Trustee as of June 30, 2009 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

** Incorporated by reference to Exhibit 25.1 to registration statement on S-4, Registration Number 333-145601 filed on August 21, 2007.

2

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Boston, Commonwealth of Massachusetts, on the 3rd day of September, 2009.

By:	/s/ Earl W. Dennison Jr.
	Earl W. Dennison Jr.
	Vice President

By:	/s/ Karen R. Beard
	Karen R. Beard
	Vice President

3

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: September 3, 2009

By:	/s/ Earl W. Dennison Jr.
	Earl W. Dennison Jr.
	Vice President

By:	/s/ Karen R. Beard
	Karen R. Beard
	Vice President

4

Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 6/30/2009

($000’s)

	6/30/2009
Assets
Cash and Balances Due From Depository Institutions	$	6,526,915
Securities		38,971,863
Federal Funds		3,558,381
Loans & Lease Financing Receivables		180,342,925
Fixed Assets		4,176,818
Intangible Assets		12,451,763
Other Assets		14,416,029
Total Assets	$	260,444,694
Liabilities
Deposits	$	174,406,310
Fed Funds		11,988,123
Treasury Demand Notes		0
Trading Liabilities		385,470
Other Borrowed Money		34,999,265
Acceptances		0
Subordinated Notes and Debentures		7,779,967
Other Liabilities		6,530,991
Total Liabilities	$	236,090,126
Equity
Minority Interest in Subsidiaries	$	1,647,451
Common and Preferred Stock		18,200
Surplus		12,642,020
Undivided Profits		10,046,897
Total Equity Capital	$	24,354,568
Total Liabilities and Equity Capital	$	260,444,694

To the best of the undersigned’s determination, as of the date hereof, the above financial information is true and correct.

U.S. Bank National Association
By:	/s/ Earl W. Dennison Jr.
	Vice President

Date: September 3, 2009

5