Sec Form 4 Filing - REED WILLIAM R JR @ SUNTRUST BANKS INC - 2009-08-07

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person REED WILLIAM R JR 2. Issuer Name and Ticker or Trading Symbol SUNTRUST BANKS INC [ STI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Vice Chairman (Last) (First) (Middle) 303 PEACHTREE STREET 3. Date of Earliest Transaction (MM/DD/YY) 08/07/2009 (Street) ATLANTA, GA30308 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12,079 D Common Stock 5,886.481 I 401(k) ( 1 ) Common Stock 21,022 I Restricted Stock ( 2 ) Common Stock 08/07/2009 G V 1,200 D 28,000 I Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Option ( 3 ) $ 48.33 10/01/2004 01/14/2013 Common Stock 2,069 2,069 D Option ( 3 ) $ 52.09 10/01/2004 01/15/2012 Common Stock 1,919 1,919 D Option ( 3 ) $ 48.33 01/14/2004 01/14/2013 Common Stock 24,347 24,347 D Option ( 3 ) $ 52.09 01/15/2003 01/15/2012 Common Stock 36,157 36,157 D Option ( 5 ) $ 49.97 01/16/2002 01/16/2011 Common Stock 19,168 19,168 D Option ( 6 ) $ 56.17 10/01/2004 01/21/2014 Common Stock 49,926 49,926 D Option ( 7 ) $ 71.24 10/01/2007 10/01/2014 Common Stock 100,000 100,000 D Option ( 7 ) $ 71.03 02/14/2009 02/14/2016 Common Stock 47,734 47,734 D Option ( 7 ) $ 85.06 02/13/2010 02/13/2017 Common Stock 42,000 42,000 D Option ( 7 ) $ 64.58 02/12/2011 02/12/2018 Common Stock 84,500 84,500 D Phantom Stock Units ( 8 ) ( 8 ) ( 8 ) ( 8 ) Common Stock 480.965 480.965 D Phantom Stock Units ( 9 ) ( 9 ) ( 9 ) ( 9 ) Common Stock 1,294.1246 1,294.1246 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other REED WILLIAM R JR 303 PEACHTREE STREET ATLANTA, GA30308 Vice Chairman Signatures David A. Wisniewski, Attorney-in-Fact for William R. Reed, Jr. 08/10/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Acquired under the National Commerce Financial Corporation Investment Plan, which was frozen on 12/31/04, and merged into the SunTrust Banks, Inc. 401(k) Plan on July 1, 2005. Because the stock fund component of the 401(k) Plan is accounted for in unit accounting, the number of share equivalents varies based on the closing price of SunTrust stock on the applicable measurement date. ( 2 )Restricted stock granted under SunTrust Banks, Inc. 2004 Stock Plan. Restricted stock agreements contain tax withholding features allowing stock to be withheld to satisfy tax withholding obligations. This plan is exempt under Rule 16(b)-3. Includes 9,522 shares which vest on 2/13/2010. ( 3 )Granted pursuant to the National Commerce Financial Corporation Amended and Restated Long-Term Incentive Plan. ( 4 )This transaction is a gift. ( 5 )Granted pursuant to the National Commerce Financial Corporation 1994 Stock Plan, Amended and Restated. ( 6 )Granted pursuant to the National Commerce Financial Corporation 2003 Stock and Incentive Plan. ( 7 )Granted pursuant to the SunTrust Banks, Inc. 2004 Stock Plan. ( 8 )Acquired under the National Commerce Bancorporation Deferred Compensation Plan, which is a frozen plan. These phantom stock units convert to common stock on a one-for-one basis. Payouts occur annually in January, ending in 2009. ( 9 )The reported phantom stock units were acquired under SunTrust Banks, Inc.'s 401(k) excess benefit plan. These phantom stock units convert to common stock on a one-for-one basis.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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