Letter Agreement dated November 14, 2008



 Exhibit 10.1 
 UST Sequence Number: 5 
 UNITED STATES DEPARTMENT
OF THE TREASURY 
 1500 PENNSYLVANIA AVENUE, NW 
 WASHINGTON, D.C. 20220 
 Dear Ladies and
Gentlemen: 
 The company set forth on the signature page hereto (the “Company”) intends to issue in a private placement the
number of shares of a series of its preferred stock set forth on Schedule A hereto (the “Preferred Shares”) and a warrant to purchase the number of shares of its common stock set forth on Schedule A hereto (the
“Warrant” and, together with the Preferred Shares, the “Purchased Securities”) and the United States Department of the Treasury (the “Investor”) intends to purchase from the Company the Purchased
Securities. 
 The purpose of this letter agreement is to confirm the terms and conditions of the purchase by the Investor of the Purchased
Securities. Except to the extent supplemented or superseded by the terms set forth herein or in the Schedules hereto, the provisions contained in the Securities Purchase Agreement – Standard Terms attached hereto as Exhibit A (the
“Securities Purchase Agreement”) are incorporated by reference herein. Terms that are defined in the Securities Purchase Agreement are used in this letter agreement as so defined. In the event of any inconsistency between this
letter agreement and the Securities Purchase Agreement, the terms of this letter agreement shall govern. 
 Each of the Company and the
Investor hereby confirms its agreement with the other party with respect to the issuance by the Company of the Purchased Securities and the purchase by the Investor of the Purchased Securities pursuant to this letter agreement and the Securities
Purchase Agreement on the terms specified on Schedule A hereto. 
 This letter agreement (including the Schedules hereto) and the Securities
Purchase Agreement (including the Annexes thereto) and the Warrant constitute the entire agreement, and supersede all other prior agreements, understandings, representations and warranties, both written and oral, between the parties, with respect to
the subject matter hereof. This letter agreement constitutes the “Letter Agreement” referred to in the Securities Purchase Agreement. 
 This letter agreement may be executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement. Executed signature pages
to this letter agreement may be delivered by facsimile and such facsimiles will be deemed as sufficient as if actual signature pages had been delivered. 
 * * * 







 In witness whereof, this letter agreement has been duly executed and delivered by the duly authorized
representatives of the parties hereto as of the date written below. 
  

			
	UNITED STATES DEPARTMENT OF THE TREASURY
		
	By:	 	 /s/    Neel Kashkari

	Name:	 	Neel Kashkari
	Title:	 	Interim Assistant Secretary for Financial Stability
	
	COMPANY: SUNTRUST BANKS, INC.
		
	By:	 	 /s/    Mark A. Chancy

	Name:	 	Mark A. Chancy
	Title:	 	 Corporate Executive Vice President and
 Chief Financial
Officer



 Date: November 14, 2008 







 EXHIBIT A 
 SECURITIES PURCHASE AGREEMENT 







 SCHEDULE A 
 ADDITIONAL TERMS AND CONDITIONS 
  

			
	Company Information:	  	
		
	 Name of the Company:
	  	SunTrust Banks, Inc.
		
	 Corporate or other organizational form:
	  	Corporation
		
	 Jurisdiction of Organization:
	  	Georgia
		
	 Appropriate Federal Banking Agency:
	  	Board of Governors of the Federal Reserve System
		
	 Notice Information:
	  	 SunTrust Banks, Inc.
 303 Peachtree Street,
NE
 30th Floor
 Atlanta, GA 30308
 Attention: Mark A. Chancy, Chief Financial
Officer
  
 With a copy to:
  
 SunTrust Banks, Inc.
 303 Peachtree Street, NE
 36th Floor
 Atlanta, GA 30308
 Attention: Raymond D. Fortin,
General Counsel

	Terms of the Purchase:	  	
		
	 Series of Preferred Stock Purchased:
	  	Fixed Rate Cumulative Perpetual Preferred Stock, Series C
		
	 Per Share Liquidation Preference of Preferred Stock:
	  	$100,000
		
	 Number of Shares of Preferred Stock Purchased:
	  	35,000
		
	 Dividend Payment Dates on the Preferred Stock:
	  	15th of March, June, September, December
		
	 Number of Initial Warrant Shares:
	  	11,891,280
		
	 Exercise Price of the Warrant:
	  	$44.15
		
	 Purchase Price:
	  	$3,500,000,000
		
	Closing:	  	
		
	 Location of Closing:
	  	 Simpson Thacher & Bartlett
 425 Lexington Avenue

 New York, NY 10017










			
	Time of Closing:	  	9:00 a.m., New York time
		
	Date of Closing:	  	November 14, 2008
		
	Wire Information for Closing:	  	 ABA Number: 061000104
 Bank:
SunTrust Bank, Atlanta 
 Account Name: SunTrust Banks, Inc. 
 Account Number: 8800954458 
 Beneficiary: SunTrust Banks, Inc.









 SCHEDULE B 
 CAPITALIZATION 
  

			
	Capitalization Date:	  	As of October 31, 2008
		
	Common Stock	  	
		
	 Par value:
	  	$1.00/share
		
	 Total Authorized:
	  	750,000,000
		
	 Outstanding:
	  	354,109,279
		
	 Subject to warrants, options, convertible securities, etc.:
	  	15,908,196
		
	 Reserved for benefit plans and other issuances:
	  	11,113,350
		
	 Remaining authorized but unissued:
	  	368,869,175
		
	 Shares issued after Capitalization Date (other than pursuant to warrants, options, convertible securities, etc. as set forth
above):
	  	2,000
		
	Preferred Stock	  	
		
	 Par value:
	  	No par value
		
	 Total Authorized:
	  	50,000,000 shares
		
	 Outstanding (by series):
	  	Series A, 5,000
		
	 Reserved for issuance:
	  	Series B, 5,010
		
	 Remaining authorized but unissued:
	  	49,989,990








 SCHEDULE C 
 REQUIRED STOCKHOLDER APPROVALS 
  

					
	 	  	Required1	  	% Vote Required
	Warrants — Common Stock Issuance	  		  	
			
	 Charter Amendment
	  		  	
			
	 Stock Exchange Rules
	  		  	

 If no stockholder approvals are required, please so indicate by checking the box:  x. 
  
  

	 1
	 If stockholder approval is required, indicate applicable class/series of capital stock that are required to vote.










 SCHEDULE D 
 LITIGATION 
 List any exceptions to the representation and warranty in Section 2.2(l) of the Securities
Purchase Agreement – Standard Terms. 
 If none, please so indicate by checking the box:  x. 







 SCHEDULE E 
 COMPLIANCE WITH LAWS 
 List any exceptions to the representation and warranty in the second sentence of
Section 2.2(m) of the Securities Purchase Agreement – Standard Terms. 
 If none, please so indicate by checking the box:  x. 
 List any exceptions to the representation and warranty in the last sentence of Section 2.2(m) of the Securities
Purchase Agreement – Standard Terms. 
 If none, please so indicate by checking the box:  x. 







 SCHEDULE F 
 REGULATORY AGREEMENTS 
 List any exceptions to the representation and warranty in Section 2.2(s) of the
Securities Purchase Agreement – Standard Terms. 
 If none, please so indicate by checking the box:  x.