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 of December 20, 2012Deposit Agreement • December 20th, 2012 • Suntrust Banks Inc • National commercial banks • New York
DEPOSIT AGREEMENT dated as of December 20, 2012, 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.
Underwriting AgreementSuntrust Banks Inc • December 20th, 2012 • National commercial banks • 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
