Prospectus excerpt:  Each of the 20,000,000 depositary shares offered hereby represents a 1/4,000th ownership interest in a share of Perpetual Preferred Stock, Series A (the ÙSharesˆ or the ÙSeries A Preferred Stockˆ), $100,000 liquidation preference per share (equivalent to $25 per depositary share), of SunTrust Banks, Inc. deposited with U.S. Bank National Association, as depositary. The depositary shares are evidenced by depositary receipts. As a holder of depositary shares, you are entitled to all proportional rights and preferences of the Series A Preferred Stock (including dividend, voting, redemption and liquidation rights). You must exercise such rights through the depositary.

Holders of Series A Preferred Stock will be entitled to receive dividend payments only when, as and if declared by our board of directors or a duly authorized committee of the board. Any such dividends will be payable from the date of original issue, quarterly in arrears on the 15th day of March, June, September and December of each year, commencing on December 15, 2006, at a rate per annum equal to the greater of (1) three-month LIBOR for the related dividend period plus 0.53% and (2) 4.00%.

Dividends on the Shares initially will be cumulative, because SunTrust?s current articles of incorporation require that preferred stock dividends be cumulative. However, dividends on the Shares will automatically become non-cumulative immediately upon the effective date of an amendment to SunTrust?s articles of incorporation permitting non-cumulative preferred stock dividends. SunTrust?s board of directors has approved such an amendment, and it is expected to become effective in April 2007 following common shareholder approval and the filing of the amendment with the Secretary of State of Georgia. After the non-cumulative dividend period begins, we will have no obligation to pay dividends that were undeclared and unpaid during the cumulative dividend period. Accordingly, in deciding whether or not to invest in the depositary shares, you should assume that dividends will be non-cumulative.

Following the effective date of that amendment, in the event dividends are not declared on Series A Preferred Stock for payment on any dividend payment date, then those dividends will not be cumulative and will not accrue or be payable, and if we have not declared a dividend before the dividend payment date for any dividend period, we will have no obligation to pay dividends for that dividend period, whether or not dividends on the Series A Preferred Stock are declared for any future dividend period.