0001193125-09-142044 Sample Contracts

AMENDED AND RESTATED STOCK PURCHASE CONTRACT AGREEMENT between SUNTRUST BANKS, INC. and SUNTRUST PREFERRED CAPITAL I, acting through U.S. Bank National Association, as Property Trustee Dated as of June 26, 2009
Stock Purchase Contract Agreement • July 1st, 2009 • Suntrust Banks Inc • National commercial banks • New York

AMENDED AND RESTATED STOCK PURCHASE CONTRACT AGREEMENT, dated as of June 26, 2009, between SUNTRUST BANKS, INC., a Georgia corporation (the “Company”), having its principal office at 303 Peachtree Street, NE, Atlanta, Georgia 30308, and SunTrust Preferred Capital I, a Delaware statutory trust (the “Issuer Trust”), acting through U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Property Trustee of the Issuer Trust (the “Property Trustee”).

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AMENDED AND RESTATED COLLATERAL AGREEMENT among SUNTRUST BANKS, INC., THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (formerly known as The Bank of New York Trust Company, N.A.) as Collateral Agent, Custodial Agent, Securities Intermediary and...
Collateral Agreement • July 1st, 2009 • Suntrust Banks Inc • National commercial banks • New York

AMENDED AND RESTATED COLLATERAL AGREEMENT, dated as of June 26, 2009, among SUNTRUST BANKS, INC., a Georgia corporation (the “Company”), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (formerly known as The Bank of New York Trust Company, N.A., and referred to herein as “The Bank of New York Mellon Trust Company”), as collateral agent (in such capacity, the “Collateral Agent”), as Custodial Agent (in such capacity, the “Custodial Agent”), as securities intermediary (as defined in Section 8-102(a)(14) of the UCC) with respect to the Collateral Account (in such capacity, the “Securities Intermediary”), and as securities registrar with respect to the Trust Preferred Securities (in such capacity, the “Securities Registrar”), and SUNTRUST PREFERRED CAPITAL I, a Delaware statutory trust (the “Issuer Trust”), acting through U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Property Trustee on behalf of the Issuer Trust (in such capacity, the “Property Trustee”).

AMENDMENT NO. 1 TO AMENDED AND RESTATED DECLARATION OF TRUST Dated as of June 25, 2009 of SunTrust Capital III
Suntrust Banks Inc • July 1st, 2009 • National commercial banks • Delaware

This AMENDMENT NO. 1 TO AMENDED AND RESTATED DECLARATION OF TRUST, dated as of June 25, 2009 (this “Amendment”), is entered into among (i) SunTrust Banks, Inc., a Georgia corporation (including any successors or assigns, the “Sponsor”), and (ii) Raymond D. Fortin, an individual, and Jerome T. Lienhard, II, an individual, and Michael Spingler, an individual, each having an address at c/o SunTrust Banks, Inc., 303 Peachtree Street, NE, Atlanta, Georgia 30308 (each, a “Regular Trustee,” and collectively, the “Regular Trustees”), pursuant to Section 12.1(g)(ii) of the Amended and Restated Declaration of Trust, dated March 10, 1998, of SunTrust Capital III.

AMENDMENT NO. 1 TO AMENDED AND RESTATED DECLARATION OF TRUST Dated as of June 25, 2009 of SunTrust Preferred Capital I
Suntrust Banks Inc • July 1st, 2009 • National commercial banks • Delaware

This AMENDMENT NO. 1 TO AMENDED AND RESTATED DECLARATION OF TRUST, dated as of June 25, 2009 (this “Amendment”), is entered into among (i) SUNTRUST BANKS, INC., a Georgia corporation (including any successors or assigns, the “Sponsor”) and (ii) Raymond D. Fortin, an individual, and Jerome T. Lienhard, II, an individual, and Michael Spingler, an individual, each of whose address is c/o SunTrust Banks, Inc., 303 Peachtree Street, NE, Atlanta, Georgia 30308 (each, an “Administrative Trustee,” and collectively, the “Administrative Trustees”) pursuant to Section 12.2(b) of the Amended and Restated Declaration of Trust, dated October 25, 2006, of SunTrust Preferred Capital I.

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