Action by Underwriters Clause Samples

Action by Underwriters. Any action under this Agreement taken by the Underwriters jointly will be binding upon all the Underwriters. In all dealings under this Agreement, the Representatives shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives jointly or by SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. on behalf of the Representatives. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us four counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, SUNTRUST BANKS, INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Senior Vice President and Treasurer [Signature Page to Senior Debt Underwriting Agreement] Accepted as of the date hereof: SUNTRUST ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, INC. By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. Grumbowski Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. Grumbowski Title: Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Director as Representatives of the Underwriters [Signature Page to Senior Debt Underwriting Agreement] Underwriters Principal Amount of Notes to be Purchased SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. $ 300,000,000 Credit Suisse Securities (USA) LLC $ 300,000,000 ▇▇▇▇▇▇▇▇▇ & Company, Inc. $ 45,000,000 ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. $ 45,000,000 Loop Capital Markets LLC $ 20,000,000 RBS Securities Inc. $ 20,000,000 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ & Company, Inc. $ 20,000,000 Total $ 750,000,000 Issuer: SunTrust Banks, Inc. (“SunTrust”)

Action by Underwriters. Any action under this Agreement taken by the Underwriters jointly or by the firm signing below on behalf of you as the Representatives will be binding upon all the Underwriters. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between Fifth Third and the Underwriters. Very truly yours, FIFTH THIRD BANCORP ---------------------------- Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. By: [Representatives] On behalf of the Underwriters set forth in Schedule II By: ______________________________ Name: Title: SCHEDULE I TITLE OF DESIGNATED SECURITIES: [____%] [[Senior] [Subordinated]] [[Debentures] [Notes]] Due _________ __,____ AGGREGATE PRINCIPAL AMOUNT: $_________ PRICE TO PUBLIC: ____% of the principal amount of the Designated Securities[, plus accrued interest, if any, from _________ __, ______] PURCHASE PRICE BY UNDERWRITERS: ____% of the principal amount of the Designated Securities[, plus accrued interest, if any, from _________ __, ______] SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Immediately available funds by wire INDENTURE: Indenture, dated as of ________ __, ____, between Fifth Third and __________, as [Successor] Trustee, as amended MATURITY: __________ __, _____ INTEREST RATE: [_____% per annum] [describe floating rate provisions] INTEREST PAYMENT DATES: ________ __ and ________ __ of each year, commencing _______ __, ____ REGULAR RECORD DATES: ________ __ and ________ __ of each year, commencing _______ __, ____ REPAYMENT PROVISIONS: [Describe repayment provisions, if any] REDEMPTION PROVISIONS: [Describe redemption provisions, if any] SINKING FUND PROVISIONS: [Describe sinking fund provisions, if any] CONVERSION PROVISIONS: [Describe conversion provisions, if any] EXCHANGE PROVISIONS: [Describe exchange provisions, if any] OTHER TERMS: [Describe additional terms, if any] ADDITIONAL COMFORT LETTER COVERAGE: [Describe additional coverage, if any] FORM OF DESIGNATED SECURITY: [Global] [Certificated] in denominations set forth in the Prospectus Supplement CLOSING DATE: ________ __, ____ at [time] RESTRICTED PERIOD UNDER SECTION 5(G) OF UNDERWRITING AGREEMENT: [Describe period if other than through Closing Date] OFFICE FOR DELIVERY OF DESIGNATED SECURITIES: [insert address] OFFICE FOR PAYMENT FOR DESIGNATED SECURITIES: [insert...

Action by Underwriters. Any action under this Agreement taken by the Underwriters jointly or by the firm signing below on behalf of you as the Representatives will be binding upon all the Underwriters. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WACHOVIA CORPORATION /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇ Title: Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. By: WACHOVIA CAPITAL MARKETS, LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Director By: ▇▇▇▇▇▇▇, ▇▇▇▇▇ & CO. /s/ ▇▇▇▇▇▇▇, Sachs & Co. On behalf of the Underwriters set forth in Schedule I Wachovia Capital Markets, LLC 1,750,000 ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. 1,330,000 Citigroup Global Markets Inc. 140,000 Credit Suisse Securities (USA) LLC 140,000 UBS Securities LLC 140,000 Total 3,500,000 7.50% Non-Cumulative Perpetual Convertible Class A Preferred Stock, Series L, no par value and with a liquidation preference of $1,000 per share 3,500,000 525,000 $1,000 per Security $975 per Security $25 per Security Immediately available funds by wire April 17, 2008; 10:30 a.m. (New York City time) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Wachovia Capital Markets, LLC ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attn: Equity Capital Markets ▇▇▇▇▇▇▇, Sachs & Co. ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: The Registration Department, 20th Floor Press Release, as filed with the Commission pursuant to Rule 433 on April 14, 2008 Electronic “road show” on ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (a) Issuer Free Writing Prospectuses not included in Pricing Disclosure Package: Press Release, as filed with the Commission pursuant to Rule 433 on April 14, 2008 Electronic “road show” on ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

Action by Underwriters. All steps which must or may be taken by the Underwriters in connection with this Agreement resulting from the Corporation's acceptance of this offer, with the exception of the matters contemplated by Section 13, Section 14 and Section 15 may be taken by Eight on behalf of itself and the other Underwriter and the acceptance of this offer by the Corporation shall constitute the Corporation's authority for accepting notification of any such steps from, and for delivering the definitive documents in respect of the Offering to, or to the order of, Eight.

Action by Underwriters. Any action under this Agreement taken by the Underwriters jointly will be binding upon all the Underwriters. In all dealings under this Agreement, the Representatives shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives jointly or by ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. on behalf of the Representatives. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us four counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Trust, the Guarantor and the several Underwriters. Very truly yours, SUNTRUST CAPITAL VIII By: SUNTRUST BANKS, INC., as Sponsor By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇ Title: Senior Vice President and Treasurer SUNTRUST BANKS, INC. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇ Title: Senior Vice President and Treasurer Accepted as of the date hereof: /s/ ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. (▇▇▇▇▇▇▇, Sachs & Co.) SUNTRUST CAPITAL MARKETS, INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇. Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇. Title: Managing Director On behalf of each of the Underwriters ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. 325,000 SunTrust Capital Markets, Inc. 275,000 Citigroup Global Markets Inc. 250,000 Credit Suisse Securities (USA) LLC 50,000 ▇.▇. ▇▇▇▇▇▇ Securities Inc. 50,000 Sandler ▇’▇▇▇▇▇ & Partners, L.P. 50,000 Total: 1,000,000

Action by Underwriters. All steps which must or may be taken by the Underwriters in connection with the closing of the Offering, with the exception of the matters relating to (i) termination of purchase obligations,

Action by Underwriters. 13.1 All steps which must or may be taken by the Underwriters in connection with the closing of the Offering, with the exception of the matters relating to termination of purchase obligations, may be taken by GMP Securities L.P. on behalf of itself and the other Underwriters and the execution of this Agreement by the other Underwriters and by the Company shall constitute the Company's authority and obligation for accepting notification of any such steps from, and for delivering the definitive documents constituting the Offered Securities to or to the order of, GMP Securities L.P. GMP Securities L.P. shall fully consult with the other Underwriters with respect to all notices, waivers, extensions or other communications to or with the Company.

Action by Underwriters. All steps which must or may be taken by the Underwriters in connection with the closing of the Offering, with the exception of the matters relating to (i) termination of purchase obligations, (ii) waiver and extension, and (iii) indemnification, contribution and settlement, may be taken by the Joint Bookrunners on behalf of themselves and the other Underwriters and the execution of this Agreement by the other Underwriters and by the Company shall constitute the Company’s authority and obligation for accepting notification of any such steps from, and for delivering the Units in certificated or electronic form to or to the order of, the Joint Bookrunners. The Joint Bookrunners shall fully consult with the other Underwriters with respect to all notices, waivers, extensions or other communications to or with the Company. The rights and obligations of the Underwriters under this Agreement shall be several and neither joint nor joint and several.

Action by Underwriters. All steps which must or may be taken by the Underwriters in connection with this Agreement with the exception of the matters relating to termination, indemnification or waiver contemplated by this Agreement, may be taken by RBC on behalf of itself and the other Underwriters and the Corporation’s execution of this Agreement shall constitute the Corporation’s authority for accepting notification of any such steps from, and for delivering the definitive documents constituting the Common Shares and Warrants comprising the Units and any Additional Securities to, or to the order of, RBC. The obligations of the Underwriters shall be several and not joint and several.