Common Contracts

Underwriting Agreement

Underwriting Agreement • December 20th, 2012 • Suntrust Banks Inc • National commercial banks • New York

• Contract Type
  Underwriting Agreement
• Filed
  December 20th, 2012
• Company
  Suntrust Banks Inc
• Industry
  National commercial banks
• Jurisdiction
  New York

SunTrust Banks, Inc., a Georgia corporation (the “Company”), proposes, subject to the terms and conditions stated in this underwriting agreement (the “Agreement”), to issue and sell to you, the Underwriters named in Schedule I hereto (the “Underwriters”) for whom Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, SunTrust Robinson Humphrey, Inc. and UBS Securities LLC shall act as representatives (the “Representatives”), an aggregate of 18,000,000 depositary shares (the “Firm Shares”), each representing a 1/4,000th interest in a share of the Company’s Perpetual Preferred Stock, Series E (the “Preferred Shares”), and, at the election of the Underwriters (but solely to cover sales of depositary shares in excess of the number of Firm Shares), up to 2,000,000 additional depositary shares, each representing a 1/4,000th interest in a Preferred Share (the “Optional Shares”). The Firm Shares and the Optional Shares