850,000,000 4.00% Senior Notes due 2025 SUNTRUST BANKS, INC. Underwriting Agreement April 24, 2018Suntrust Banks Inc • April 26th, 2018 • National commercial banks • New York
CALCULATION AGENCY AGREEMENT Dated as of April 25, 2018Calculation Agency Agreement • April 26th, 2018 • Suntrust Banks Inc • National commercial banks • New York
SunTrust Banks, Inc., a corporation organized under the laws of the State of Georgia (the “Company”), in connection with the issuance from time to time of certain of its Global Medium-Term Notes, Series A (the “Notes”) which may be underwritten or sold by Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill,” which expression shall include, unless otherwise agreed in writing, its affiliates or successors for the time acting as calculation agent hereunder), wishes to appoint Merrill as Calculation Agent (as defined below) for such Notes. Terms used but not defined herein shall have the meanings assigned to them in the Master Agency Agreement dated as of September 13, 2010 (as amended by Amendment No. 1 to the Master Agency Agreement dated as of October 3, 2012, Merrill’s Agent Accession Letter dated as of April 25, 2018 and as may be further supplemented or amended from time to time).
SUNTRUST BANKS, INC. Global Medium-Term Notes, Series A AGENT ACCESSION LETTERSuntrust Banks Inc • April 26th, 2018 • National commercial banks • New York
SunTrust Banks, Inc., a Georgia corporation (the “Company”) is a party to a Master Agency Agreement dated as of September 13, 2010 (as amended by Amendment No. 1 to the Master Agency Agreement dated as of October 3, 2012, this Agent Accession Letter and as may be further supplemented or amended from time to time) (the “Master Agency Agreement”) among the Company and each agent signatory thereto (the “Existing Agents”) with respect to the issue and sale from time to time by the Company of its Global Medium-Term Notes, Series A, (the “Notes” and, together with any other securities that may be offered by post-effective amendment to the Registration Statement referred to below, the “Program Securities”). The Notes will be issued pursuant to the provisions of an indenture dated as of September 10, 2007, between the Company and U.S. Bank National Association, as trustee (the “Trustee”) (as may be supplemented or amended from time to time, the “Indenture”). The Master Agency Agreement permits
