Common use of Pooling Clause in Contracts

Pooling. The provisions of (S) 3(a)(2)(B) and (S) ------- 3(a)(2)(C) shall be effective on the earlier of (1) the date that SunTrust no longer can participate in any transaction which can be accounted for on the "pooling of interests" method under the requirements of Accounting Principles Board Opinion No. 16, Business Combinations without regard to whether these provisions are effective on such date, (2) the date there is a Change in Control which can not be accounted for on such "pooling of interests" method without regard to the date these provisions become effective or (3) the date there is a Change in Control which can be accounted for on such "pooling of interests" method without regard to whether these provisions are effective on the date of such Change in Control; provided, these provisions shall be effective at the end of the two (2) year period which starts on the date of this Agreement (even if neither (S) 3(a)(2)(G)(1), (S) 3(a)(2)(G)(2) nor (S) 3(a)(2)(G)(3) is applicable) if SunTrust has not entered into a letter of intent or other written agreement to effect a Change in Control before the end of such period.

Pooling. The provisions of (S) § 3(a)(2)(B) and (S) ------- § 3(a)(2)(C) shall be effective on the earlier of (1) the date that SunTrust no longer can participate in any transaction which can be accounted for on the "“pooling of interests" ” method under the requirements of Accounting Principles Board Opinion No. 16, Business Combinations without regard to whether these provisions are effective on such date, (2) the date there is a Change in Control which can not be accounted for on such "“pooling of interests" ” method without regard to the date these provisions become effective or (3) the date there is a Change in Control which can be accounted for on such "“pooling of interests" ” method without regard to whether these provisions are effective on the date of such Change in Control; provided, these provisions shall be effective at the end of the two (2) year period which starts on the date of this Agreement (even if neither (S) § 3(a)(2)(G)(1), (S) § 3(a)(2)(G)(2) nor (S) § 3(a)(2)(G)(3) is applicable) if SunTrust has not entered into a letter of intent or other written agreement to effect a Change in Control before the end of such period.

Pooling. The provisions of (S) 3(a)(2)(B) and ------- (S) ------- 3(a)(2)(C) shall be effective on the earlier of (1) the date that SunTrust no longer can participate in any transaction which can be accounted for on the "pooling of interests" method under the requirements of Accounting Principles Board Opinion No. 16, Business Combinations without regard to whether these provisions are effective on such date, (2) the date there is a Change in Control which can not be accounted for on such "pooling of interests" method without regard to the date these provisions become effective or (3) the date there is a Change in Control which can be accounted for on such "pooling of interests" method without regard to whether these provisions are effective on the date of such Change in Control; provided, these provisions shall be effective at the end of the two (2) year period which starts on the date of this Agreement (even if neither (S) 3(a)(2)(G)(1), (S) 3(a)(2)(G)(2) nor (S) 3(a)(2)(G)(3) is applicable) if SunTrust has not entered into a letter of intent or other written agreement to effect a Change in Control before the end of such period.