Underwriting AgreementUnderwriting Agreement • September 12th, 2006 • Suntrust Banks Inc • National commercial banks • New York
SunTrust Banks, Inc., a Georgia corporation (the ”Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the ”Underwriters”) 5,000 shares of the Company’s Perpetual Preferred Stock, Series A (the “Preferred Shares”), which are represented by 20,000,000 depositary shares (the “Depositary Shares” and together, with the Preferred Shares, the “Shares”) deposited against delivery of Depositary Receipts (the “Depositary Receipts”) evidencing the Depositary Shares that are to be issued by U.S. Bank National Association, as depositary (the “Depositary”) under the Deposit Agreement to be entered into among the Company, the Depositary and the holders from time to time of the Depositary Receipts issued thereunder. Each Depositary Share represents beneficial ownership of 1/4,000th of a Preferred Share.
DEPOSIT AGREEMENT among SUNTRUST BANKS, INC., U.S. BANK NATIONAL ASSOCIATION as Depositary, and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as ofDeposit Agreement • September 12th, 2006 • Suntrust Banks Inc • National commercial banks • New York
DEPOSIT AGREEMENT dated as of , among (i) SUNTRUST BANKS, INC., a Georgia corporation, (ii) U.S. Bank National Association, a national banking association formed under the laws of the United States, and (iii) the holders from time to time of the Receipts described herein.
RecitalsReplacement Capital Covenant • September 12th, 2006 • Suntrust Banks Inc • National commercial banks
