SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Breeden Frances L

(Last)

(First)

(Middle)

303 PEACHTREE STREET

(Street)

ATLANTA

30308

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/12/2008

3. Issuer Name and Ticker or Trading Symbol
SUNTRUST BANKS INC [ STI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Corp. Executive Vice President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	4,500	D
Common Stock	82.198	I	401(k)⁽¹⁾
Common Stock	19,343	I	Resticted Stock⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Phantom Stock Units⁽³⁾	⁽³⁾	⁽³⁾	Common Stock	285.639	⁽³⁾	D
Option⁽⁴⁾	11/09/2002	11/09/2009	Common Stock	3,000	$73.06	D
Option⁽⁵⁾	11/14/2003	11/14/2010	Common Stock	2,000	$51.13	D
Option⁽⁵⁾	11/13/2004	11/13/2011	Common Stock	2,400	$64.57	D
Option⁽⁵⁾	08/01/2005	08/01/2012	Common Stock	1,000	$63.74	D
Option⁽⁵⁾	02/11/2006	02/11/2013	Common Stock	10,000	$54.28	D
Option⁽⁵⁾	02/10/2007	02/10/2014	Common Stock	8,000	$73.19	D
Option⁽⁶⁾	02/08/2008	02/08/2015	Common Stock	10,000	$73.14	D
Option⁽⁶⁾	02/14/2009	02/14/2016	Common Stock	22,500	$71.03	D
Option⁽⁶⁾	02/13/2010	02/13/2017	Common Stock	20,000	$85.06	D
Option⁽⁶⁾	02/12/2011	02/12/2018	Common Stock	33,500	$64.58	D

Explanation of Responses:

1. 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 held under SunTrust Banks, Inc. 2004 Stock Plan. Subject to certain vesting conditions. Restricted stock agreements contain tax withholding features allowing stock to be withheld to satisfy tax withholding obligations. All plans are exempt under Rule 16(b)-3.

3. 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.

4. Granted pursuant to the 1995 SunTrust Executive Stock Plan.

5. Granted pursuant to the SunTrust Banks, Inc. 2000 Stock Plan.

6. Granted pursuant to the SunTrust Banks, Inc. 2004 Stock Plan.

Remarks:

	David A. Wisniewski, Attorney-in-Fact for Frances L. Breeden	12/22/2008
	** Signature of Reporting Person	Date
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 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.