Obbligazione SunTrust Banks 5.125% ( US867914BP72 ) in USD

SunTrust Banks

94.48 USD ⇌

Stati Uniti

US867914BP72 ( in USD )

5.125% per anno ( pagato 2 volte l'anno)

perpetue - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione SunTrust Banks US867914BP72 in USD 5.125%, scaduta

1 000 USD

500 000 000 USD

867914BP7

BBB- ( Lower medium grade - Investment-grade )

N/A

The Obbligazione issued by SunTrust Banks ( United States ) , in USD, with the ISIN code US867914BP72, pays a coupon of 5.125% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is perpetue
The Obbligazione issued by SunTrust Banks ( United States ) , in USD, with the ISIN code US867914BP72, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Form 424(b)(2)
424B2 1 d473479d424b2.htm FORM 424(B)(2)
Table of Contents
FILED PURSUANT TO RULE 424(b)(2)
REGISTRATION NO. 333-206953
CALCULATION OF REGISTRATION FEE

Proposed
Maximum
Aggregate
Amount of

Offering Price

Registration Fee(1)
Depositary Shares of SunTrust Banks, Inc. (each representing a 1/100th interest in a share of Perpetual
Preferred Stock, Series H)

$500,000,000

$62,250
Perpetual Preferred Stock, Series H

(2)

(2)

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
(2)
No separate consideration is payable in respect of the Perpetual Preferred Stock, Series H, which is issued in connection with this offering.
Table of Contents

PROSPECTUS SUPPLEMENT
(To Prospectus dated September 15, 2015)

SunT rust Ba nk s, I nc .
5 0 0 ,0 0 0 De posit a ry Sha re s Ea c h Re pre se nt ing a 1 /1 0 0 t h I nt e re st
in a Sha re of Fix e d -t o-Floa t ing Ra t e Pe rpe t ua l Pre fe rre d St oc k , Se rie s H

Each of the 500,000 depositary shares offered hereby represents a 1/100th ownership interest in a share of Fixed-to-Floating Rate Perpetual Preferred Stock, Series H (the
"Shares" or the "Series H Preferred Stock "), $100,000 liquidation preference per share (equivalent to $1,000 per depositary share), of SunTrust Banks, Inc. ("SunTrust") deposited
with U.S. Bank National Association, as depositary. The depositary shares are evidenced by depositary receipts. As a holder of depositary shares, you are entitled to all proportional
rights and preferences of the Series H Preferred Stock (including dividend, voting, redemption and liquidation rights). You must exercise these rights through the depositary.
Holders of Series H Preferred Stock will be entitled to receive dividend payments only when, as and if declared by our board of directors or a duly authorized committee of the
board. From the date of original issue to, but excluding, December 15, 2027, dividends will be payable at a rate of 5.125% per annum, payable semi-annually, in arrears, on
June 15 and December 15 of each year, beginning on June 15, 2018 and ending on December 15, 2027. From and including December 15, 2027, dividends will be payable at a
floating rate equal to three-month LIBOR plus a spread of 2.786% per annum, payable quarterly, in arrears, on March 15, June 15, September 15 and December 15 of each year,
beginning on March 15, 2028.
Dividends on the Shares will be non-cumulative. In the event dividends are not declared on Series H Preferred Stock for payment on any dividend payment date, then those
dividends will not be cumulative and will not accrue or be payable, and if we have not declared a dividend before the dividend payment date for any dividend period, we will have no
obligation to pay dividends for that dividend period, whether or not dividends on the Series H Preferred Stock are declared for any future dividend period.
On any dividend payment date occurring on or after December 15, 2027 we may redeem the Series H Preferred Stock, in whole or in part, at a redemption price of $100,000 per
Share (equivalent to $1,000 per depositary share), plus any declared and unpaid dividends. In addition, we may redeem the Series H Preferred Stock, in whole but not in part, at
any time within 90 days following a Regulatory Capital Event (as defined herein), at a redemption price of $100,000 per Share (equivalent to $1,000 per depositary share), plus any
declared and unpaid dividends. The Series H Preferred Stock will not have voting rights, except as set forth under "Description of Series H Preferred Stock--Voting Rights"
beginning on page S-24.
We do not intend to list the depositary shares or the Series H Preferred Stock on any securities exchange.
Neither the Series H Preferred Stock nor the depositary shares are savings accounts, deposits or other obligations of any of our bank or non-bank subsidiaries and they are not
insured by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality.
Investing in the depositary shares involves risk. See "Risk Factors" beginning on page S-10 of this prospectus supplement to read about factors you
should c onside r be fore m a k ing a de c ision t o inve st in t he de posit a ry sha re s.

N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission, a ny st a t e se c urit ie s c om m ission, t he Fe de ra l De posit I nsura nc e Corpora t ion, t he Boa rd of
Gove rnors of t he Fe de ra l Re se rve Syst e m (t he "Federal Reserve") nor a ny ot he r re gula t ory body ha s a pprove d or disa pprove d of t he se se c urit ie s or
de t e rm ine d if t his prospe c t us supple m e nt or t he a c c om pa nying prospe c t us is t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l
offe nse .

Pe r De posit a ry Sha re

T ot a l

Initial Public Offering Price(1)

$
1,000

$500,000,000
Underwriting Discount

$
10

$
5,000,000
Proceeds, Before Expenses, to SunTrust Banks, Inc.

$
990

$495,000,000

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Form 424(b)(2)
(1) The initial public offering price set forth above does not include dividends, if any, that may be declared. Dividends, if declared, will be calculated from the date of original
issuance, which is expected to be November 14, 2017.

The underwriters expect to deliver the depositary shares in book-entry form only through the facilities of The Depository Trust Company against payment in New York, New York on
November 14, 2017. Beneficial interests in the depositary shares will be shown on, and transfers thereof will be effected only through, records maintained by The Depository Trust
Company and its direct and indirect participants, including Clearstream Banking, société anonyme, Luxembourg and Euroclear Bank S.A./N.V.
SunTrust Robinson Humphrey, Inc., our subsidiary, is participating in this offering of depositary shares as an underwriter. Accordingly, this offering is being conducted in compliance
with the provisions of Financial Industry Regulatory Authority ("FINRA") Rule 5121.

Joint Bookrunners
SunTrust Robinson Humphrey

Goldm a n Sa c hs & Co. LLC
J .P. M orga n

M orga n St a nle y
Co-Managers
Barclays Capital Inc.

Cit igroup Globa l M a rk e t s I nc .

Prospectus Supplement dated November 7, 2017
Table of Contents
T ABLE OF CON T EN T S
Prospe c t us Supple m e nt

Pa ge
ABOUT THIS PROSPECTUS SUPPLEMENT

S-ii
WHERE YOU CAN FIND MORE INFORMATION

S-iii
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

S-iv
SUMMARY

S-1
RISK FACTORS

S-10
USE OF PROCEEDS

S-16
CAPITALIZATION

S-17
DESCRIPTION OF THE SERIES H PREFERRED STOCK

S-18
DESCRIPTION OF THE DEPOSITARY SHARES

S-30
BOOK-ENTRY, DELIVERY AND FORM OF DEPOSITARY SHARES

S-33
UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO HOLDERS OF DEPOSITARY SHARES

S-38
EMPLOYEE RETIREMENT INCOME SECURITY ACT

S-43
UNDERWRITING (CONFLICTS OF INTEREST)

S-46
VALIDITY OF SHARES

S-51
EXPERTS

S-51
Prospe c t us

ABOUT THIS PROSPECTUS

1
WHERE YOU CAN FIND MORE INFORMATION

1
USE OF PROCEEDS

2
VALIDITY OF SECURITIES

2
EXPERTS

3

S-i
Table of Contents
ABOU T T H I S PROSPECT U S SU PPLEM EN T
This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of this offering.
The second part is the prospectus, which describes more general information, some of which may not apply to this offering. You should
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Form 424(b)(2)
read both this prospectus supplement and the accompanying prospectus, together with additional information described below under the
heading "Where You Can Find More Information."
Unless otherwise mentioned or unless the context requires otherwise, all references in this prospectus supplement to "SunTrust,"
"we," "us," "our" or similar references mean SunTrust Banks, Inc. and its subsidiaries.
If the information set forth in this prospectus supplement differs in any way from the information set forth in the accompanying
prospectus, you should rely on the information set forth in this prospectus supplement.
N e it he r w e nor t he unde rw rit e rs ha ve a ut horize d a nyone t o provide you w it h inform a t ion ot he r t ha n t he
inform a t ion c ont a ine d in t his prospe c t us supple m e nt a nd t he a c c om pa nying prospe c t us, inc luding t he inform a t ion
inc orpora t e d by re fe re nc e , or a ny fre e w rit ing prospe c t us t ha t w e pre pa re a nd dist ribut e . N e it he r w e nor t he
unde rw rit e rs t a k e a ny re sponsibilit y for, or provide a ny a ssura nc e a s t o t he re lia bilit y of, a ny ot he r inform a t ion
t ha t ot he rs m a y give you. T his prospe c t us supple m e nt , t he a c c om pa nying prospe c t us a nd a ny suc h fre e w rit ing
prospe c t us m a y be use d only for t he purpose s for w hic h t he y ha ve be e n pre pa re d.
We a re not , a nd t he unde rw rit e rs a re not , m a k ing a n offe r t o se ll t he se se c urit ie s in a ny jurisdic t ion w he re
t he offe r or sa le is not pe rm it t e d. Y ou should not a ssum e t ha t t he inform a t ion a ppe a ring in t his prospe c t us
supple m e nt or a ny doc um e nt inc orpora t e d by re fe re nc e is a c c ura t e a s of a ny da t e ot he r t ha n t he da t e of t he
a pplic a ble doc um e nt . Our busine ss, fina nc ia l c ondit ion, re sult s of ope ra t ions a nd prospe c t s m a y ha ve c ha nge d
sinc e t ha t da t e . N e it he r t his prospe c t us supple m e nt nor t he a c c om pa nying prospe c t us c onst it ut e s a n offe r, or a n
invit a t ion on our be ha lf or on be ha lf of t he unde rw rit e rs, t o subsc ribe for a nd purc ha se , a ny of t he se c urit ie s a nd
m a y not be use d for or in c onne c t ion w it h a n offe r or solic it a t ion by a nyone , in a ny jurisdic t ion in w hic h suc h a n
offe r or solic it a t ion is not a ut horize d or t o a ny pe rson t o w hom it is unla w ful t o m a k e suc h a n offe r or solic it a t ion.

S-ii
Table of Contents
WH ERE Y OU CAN FI N D M ORE I N FORM AT I ON
We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission,
or the "SEC." Our SEC filings are available to the public from the SEC's web site at http://www.sec.gov. To receive copies of public
records not posted to the SEC's web site at prescribed rates, you may complete an online form at http://www.sec.gov, send a fax to
202-772-9337 or submit a written request to the SEC, Office of FOIA/PA Operations, 100 F Street, N.E., Washington, D.C. 20549. Please
call the SEC at 1-800-SEC-0330 for further information. Our SEC filings are also available at the offices of the New York Stock Exchange,
or the "NYSE." For further information on obtaining copies of our public filings at the NYSE, you should call 212-656-3000.
The SEC allows us to incorporate by reference the information we file with them, which means that we can disclose important
information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this
prospectus supplement, and later information that we file with the SEC will automatically update and supersede this information. We
incorporate by reference the following documents listed below and any future filings made with the SEC under Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended, or the "Exchange Act," prior to the termination of the offering (other than, in
each case, information that is deemed not to have been filed in accordance with SEC rules):

· Annual Report on Form 10-K for the year ended December 31, 2016;

· Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017, June 30, 2017 and September 30, 2017; and

· Current Reports on Form 8-K dated January 25, 2017, February 24, 2017, April 25, 2017, April 27, 2017, May 2, 2017,

May 19, 2017, June 28, 2017 and July 26, 2017.
You may request a copy of these filings (other than an exhibit to a filing unless that exhibit is specifically incorporated by reference
into that filing), at no cost, by writing or calling us at the following address:
SunTrust Banks, Inc.
303 Peachtree Street, NE
Atlanta, Georgia 30308
Telephone: 404-588-7711
Attn: Corporate Secretary
We have also filed a registration statement (No. 333-206953) with the SEC relating to the securities offered by this prospectus
supplement and the accompanying prospectus. This prospectus supplement is part of the registration statement. You may obtain from the
SEC a copy of the registration statement and exhibits that we filed with the SEC when we registered the depositary shares and the Series
H Preferred Stock. The registration statement may contain additional information that may be important to you.
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Form 424(b)(2)
Unless otherwise indicated, currency amounts in this prospectus supplement are stated in U.S. dollars.

S-iii
Table of Contents
SPECI AL N OT E REGARDI N G FORWARD-LOOK I N G ST AT EM EN T S
The information included or incorporated by reference in this prospectus supplement may contain forward-looking statements,
including statements about credit quality and the future prospects of SunTrust. Statements that do not describe historical or current facts,
including statements about beliefs and expectations, are forward-looking statements. These statements often include the words "believes,"
"expects," "anticipates," "estimates," "intends," "plans," "targets," "potentially," "probably," "projects," "outlook" or similar expressions or
future conditional verbs such as "may," "will," "should," "would" and "could."
Such statements are based upon the current beliefs and expectations of SunTrust's management and on information currently
available to management. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the
Securities Act of 1933, as amended, or the "Securities Act," and Section 21E of the Exchange Act. Such statements speak as of the date
hereof, and SunTrust does not assume any obligation to update the statements included or incorporated by reference herein or to update
the reasons why actual results could differ from those contained in such statements in light of new information or future events.
Forward-looking statements are subject to significant risks and uncertainties. Investors are cautioned against placing undue reliance
on such statements. Actual results may differ materially from those set forth in the forward-looking statements. Factors that could cause
actual results to differ materially from those described in the forward-looking statements can be found under the heading "Risk Factors" in
our Annual Report on Form 10-K for the year ended December 31, 2016 and our Quarterly Report on Form 10-Q for the quarter ended
September 30, 2017, as well as in our other periodic reports and Current Reports filed on Form 8-K with the SEC and available at the
SEC's internet site (http://www.sec.gov). Those factors include:

· current and future legislation and regulation could require us to change our business practices, reduce revenue, impose

additional costs, or otherwise adversely affect business operations or competitiveness;

· we are subject to stringent capital adequacy and liquidity requirements and our failure to meet these would adversely affect our

financial condition;

· the monetary and fiscal policies of the federal government and its agencies could have a material adverse effect on our

earnings;

· our financial results have been, and may continue to be, materially affected by general economic conditions, and a deterioration

of economic conditions or of the financial markets may materially adversely affect our lending and other businesses and our
financial results and condition;

· changes in market interest rates or capital markets could adversely affect our revenue and expenses, the value of assets and

obligations, and the availability and cost of capital and liquidity;

· our earnings may be affected by volatility in mortgage production and servicing revenues, and by changes in carrying values of

our servicing assets and mortgages held for sale due to changes in interest rates;

· interest rates on our outstanding financial instruments might be subject to change based on regulatory developments, which

could adversely affect our revenue, expenses, and the value of those financial instruments;

· disruptions in our ability to access global capital markets may adversely affect our capital resources and liquidity;

S-iv
Table of Contents

· we are subject to credit risk;

· we may have more credit risk and higher credit losses to the extent that our loans are concentrated by loan type, industry

segment, borrower type, or location of the borrower or collateral;

· we rely on the mortgage secondary market and government-sponsored enterprises for some of our liquidity;

· loss of customer deposits could increase our funding costs;

· any reduction in our credit rating could increase the cost of our funding from the capital markets;

· we are subject to litigation, and our expenses related to this litigation may adversely affect our results;

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Form 424(b)(2)
·
we may incur fines, penalties and other negative consequences from regulatory violations, possibly even inadvertent or

unintentional violations;

· we are subject to certain risks related to originating and selling mortgages, and may be required to repurchase mortgage loans

or indemnify mortgage loan purchasers as a result of breaches of representations and warranties, or borrower fraud, and this
could harm our liquidity, results of operations, and financial condition;

· we face risks as a servicer of loans;

· we are subject to risks related to delays in the foreclosure process;

· consumers and small businesses may decide not to use banks to complete their financial transactions, which could affect net

income;

· we have businesses other than banking which subject us to a variety of risks;

· negative public opinion could damage our reputation and adversely impact business and revenues;

· we may face more intense scrutiny of our sales, training, and incentive compensation practices;

· we rely on other companies to provide key components of our business infrastructure;

· competition in the financial services industry is intense and we could lose business or suffer margin declines as a result;

· we continually encounter technological change and must effectively develop and implement new technology;

· maintaining or increasing market share depends on market acceptance and, in some circumstances, regulatory approval of new

products and services;

· we have in the past and may in the future pursue acquisitions, which could affect costs and from which we may not be able to

realize anticipated benefits;

· we depend on the expertise of key personnel, and if these individuals leave or change their roles without effective

replacements, operations may suffer;
· we may not be able to hire or retain additional qualified personnel and recruiting and compensation costs may increase as a

result of turnover, both of which may increase costs and reduce profitability and may adversely impact our ability to implement
our business strategies;

· our framework for managing risks may not be effective in mitigating risk and loss to us;

S-v
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· our controls and procedures may not prevent or detect all errors or acts of fraud;

· we are at risk of increased losses from fraud;

· our operational systems and infrastructure may fail or may be the subject of a breach or cyber-attack that could adversely affect

our business;

· a disruption, breach, or failure in the operational systems and infrastructure of our third party vendors and other service

providers, including as a result of cyber-attacks, could adversely affect our business;

· the soundness of other financial institutions could adversely affect us;

· we depend on the accuracy and completeness of information about clients and counterparties;

· our accounting policies and processes are critical to how we report our financial condition and results of operations, and they

require management to make estimates about matters that are uncertain;

· depressed market values for our stock and adverse economic conditions sustained over a period of time may require us to write

down some portion of our goodwill;

· our financial instruments measured at fair value expose us to certain market risks;

· our stock price can be volatile;

· we might not pay dividends on our stock;

· our ability to receive dividends from our subsidiaries or other investments could affect our liquidity and ability to pay dividends;

· any change in the calculation of LIBOR as a result of recent regulatory actions or for any other reason, or the failure of LIBOR

to continue to be published and used as a reference rate for securities for any reason; and

· certain banking laws and certain provisions of our articles of incorporation may have an anti-takeover effect.

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Form 424(b)(2)
S-vi
Table of Contents
SU M M ARY
The following information should be read together with the information contained in or incorporated by reference in other parts of
this prospectus supplement and in the accompanying prospectus. It may not contain all the information that is important to you. You
should carefully read this entire prospectus supplement and the accompanying prospectus, as well as the information to which we
refer you and the information incorporated by reference herein, before making a decision to invest in the depositary shares
representing interests in our Series H Preferred Stock. To the extent the following information is inconsistent with the information in
the accompanying prospectus, you should rely on the following information. If any statement in this prospectus supplement conflicts
with any statement in a document which we have incorporated by reference, then you should consider only the statement in the more
recent document. You should pay special attention to the "Risk Factors" section of this prospectus supplement to determine whether
an investment in the depositary shares representing interests in our Series H Preferred Stock is appropriate for you.
SunT rust Ba nk s, I nc .
SunTrust Banks, Inc., with total consolidated assets of $208 billion and total consolidated deposits of $163 billion as of
September 30, 2017, is a leading provider of financial services. Our flagship subsidiary, SunTrust Bank, offers a full line of financial
services for consumers, businesses, corporations, and institutions, both through its branches and through other national delivery
channels. In addition to deposit, credit, mortgage banking, and trust and investment services offered by our bank, our other
subsidiaries provide asset and wealth management, securities brokerage, and capital markets services.
SunTrust enjoys strong market positions in some of the highest-growth markets in the United States and also serves clients in
selected markets nationally. Our strategic priorities include growing and deepening client relationships, improving our efficiency, and
optimizing our balance sheet to enhance returns. We are a purpose-driven company focused on Lighting The Way to Financial Well-
Being for our clients, investors, teammates, and communities.
As of September 30, 2017, SunTrust had 1,275 full service banking offices and 2,108 ATMs, which are located primarily in
Florida, Georgia, Maryland, North Carolina, South Carolina, Tennessee, Virginia and the District of Columbia. In addition, SunTrust
provides clients with a selection of branch-based and technology-based banking channels, including the internet, mobile, ATMs, and
telebanking.
As of September 30, 2017, SunTrust had total assets under advisement of $155.3 billion, consisting of $42.3 billion in trust and
institutional managed assets, $15.6 billion in retail-brokerage managed assets and $97.5 billion in non-managed assets. SunTrust's
mortgage servicing portfolio was $165.3 billion as of September 30, 2017.
We operated through two business segments as of September 30, 2017: Consumer and Wholesale, with our functional activities
included in Corporate Other. We realigned our business segment structure during the second quarter of 2017 from three segments to
two segments based on, among other things, the manner in which financial information is evaluated by our management and in
conjunction with organizational changes made throughout our organization that were announced during the first quarter of 2017.
Specifically, we retained the composition of our Wholesale segment and changed the basis of presentation of our prior Consumer
Banking and Private Wealth Management segment and Mortgage Banking segment by combining those segments into our current
Consumer segment.

S-1
Table of Contents
Our internet address is http://www.suntrust.com, and our investor relations website is http://investors.suntrust.com. Information
presented on or accessed through our websites is not incorporated into, or made a part of, this prospectus supplement.
Our principal executive offices are located at SunTrust Banks, Inc., 303 Peachtree Street, NE, Atlanta, Georgia 30308. Our
telephone number is 404-588-7711.

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Form 424(b)(2)

S-2
Table of Contents
Sum m a ry of t he Offe ring
The following summary contains basic information about the depositary shares representing interests in our Series H Preferred
Stock and the offering and is not intended to be complete. It does not contain all the information that is important to you. For a more
complete understanding of these securities, you should read the sections of this prospectus supplement entitled "Description of the
Series H Preferred Stock" and "Description of the Depositary Shares."

Issuer
SunTrust Banks, Inc.

Securities Offered
500,000 depositary shares, each representing a 1/100th ownership interest in a
share of Fixed-to-Floating Rate Perpetual Preferred Stock, Series H, no par value
(the "Shares" or the "Series H Preferred Stock"), with a liquidation preference of
$100,000 per Share (equivalent to $1,000 per depositary share) and $500,000,000
in the aggregate, of SunTrust. Each holder of a depositary share will be entitled,
through the depositary, in proportion to the applicable fraction of a Share
represented by such depositary share, to all the rights and preferences of the
Shares represented thereby (including dividend, voting, redemption and liquidation
rights).

SunTrust may from time to time elect to issue additional depositary shares
representing additional Shares, and all such additional Shares will be deemed to

form a single series with the Shares represented by the depositary shares offered
hereby.

Dividends
Dividend Rate. Dividends on the Shares will accrue at a rate equal to (i) 5.125%
per annum for each semi-annual dividend period from the issue date of the
depositary shares to, but excluding, December 15, 2027 (the "Fixed Rate Period")
and (ii) three-month LIBOR plus a spread of 2.786% per annum, for each quarterly
dividend period from December 15, 2027 through the redemption date of the
Preferred Stock, if any (the "Floating Rate Period").

Dividend Payment Dates. During the Fixed Rate Period, we will pay dividends on
the Preferred Stock semi-annually, in arrears, on June 15 and December 15 of
each year, beginning on June 15, 2018 and ending on December 15, 2027, and
during the Floating Rate Period, we will pay dividends on the Preferred Stock

quarterly, in arrears, on March 15, June 15, September 15 and December 15 of
each year, beginning on March 15, 2028, subject to adjustment in the case that a
dividend payment date after December 15, 2027 falls on a day that is not a
business day as described under "Description of Series H Preferred Stock--
Dividends" below.

Declaration of Dividends, etc. Holders of Shares will be entitled to receive cash

dividends, only when, as and if declared by SunTrust's board of directors or a duly
authorized committee of

S-3
Table of Contents
the board, payable at the dividend rate applied to the liquidation preference per
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Form 424(b)(2)

Share.

Non-Cumulative Dividends. Dividends on the Shares will be non-cumulative. For
any dividend payment date, we will have no obligation to pay dividends for the
corresponding dividend period after that dividend payment date if our board of

directors has not declared such dividends before the related dividend payment date
or to pay interest with respect to those dividends, whether or not we declare
dividends on the Shares for any subsequent dividend period.

Redemption
On any dividend payment date occurring on or after December 15, 2027, we may
redeem the Shares, in whole or in part, at a redemption price equal to $100,000
per Share (equivalent to $1,000 per depositary share), plus any declared and
unpaid dividends, without regard to any undeclared dividends.

In addition, we may redeem the Shares, in whole but not in part, at any time within
90 days following a Regulatory Capital Event (as defined herein), at a redemption

price equal to $100,000 per Share (equivalent to $1,000 per depositary share), plus
any declared and unpaid dividends, without regard to any undeclared dividends.

The Shares will not be subject to any sinking fund or other obligation of SunTrust

to redeem, repurchase or retire the Shares.

Ranking
The Shares:

· will rank senior to SunTrust's junior stock with respect to the payment of
dividends and distributions upon liquidation, dissolution or winding-up. Junior

stock includes SunTrust's common stock and any other class of stock that ranks
junior to the Shares, either as to the payment of dividends or as to the
distribution of assets upon any liquidation, dissolution or SunTrust's winding-up.

· will rank equally with SunTrust's outstanding Perpetual Preferred Stock, Series
A, Perpetual Preferred Stock, Series B, Perpetual Preferred Stock, Series E,
Perpetual Preferred Stock, Series F, and Perpetual Preferred Stock, Series G,

and at least equally with each other series of parity stock that SunTrust may
issue with respect to the payment of dividends and distributions upon liquidation,
dissolution or SunTrust's winding-up.

During any dividend period, so long as any Shares remain outstanding, unless

(a) the full dividends for the then-current dividend period on all outstanding Shares
have been paid, or

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declared and funds set aside therefor and (b) we are not in default on our

obligation to redeem any Shares that have been called for redemption as described
herein:

· no dividend shall be paid or declared on SunTrust's common stock or other

junior stock, other than:

· a dividend payable in junior stock;

· cash in lieu of fractional shares in connection with such dividend; or

· any dividend in connection with the implementation of a shareholders' rights

plan, or the redemption or repurchase of any rights under any such plan;

· no common stock or other junior stock shall be purchased, redeemed or

otherwise acquired for consideration by SunTrust, other than:

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Form 424(b)(2)

· as a result of a reclassification of junior stock for or into other junior stock;

· the exchange or conversion of one share of junior stock for or into another

share of junior stock;

· through the use of the proceeds of a substantially contemporaneous sale of

other shares of junior stock;

· purchases, redemptions or other acquisitions of shares of junior stock in
connection with any employment contract, benefit plan or other similar

arrangement with or for the benefit of employees, officers, directors or
consultants;

· purchases of shares of junior stock pursuant to a contractually binding

requirement to buy junior stock existing prior to the preceding dividend period,
including under a contractually binding stock repurchase plan;

· purchases of shares of junior stock by any investment banking subsidiary of

SunTrust in connection with the distribution thereof;

· purchases of shares of junior stock by any investment banking subsidiary of

SunTrust in connection with market-making or other secondary-market
activities in the ordinary course of business of the subsidiary; or

· the purchase of fractional interests in shares of junior stock pursuant to the

conversion or exchange provisions of such stock or the security being
converted or exchanged; and

· no shares of parity stock shall be repurchased, redeemed or otherwise acquired

for consideration by us otherwise than pursuant to pro rata offers to purchase all,
or a pro rata

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portion, of the Series H Preferred Stock and such parity stock except:

· as a result of a reclassification of parity stock for or into other parity stock;

· the exchange or conversion of one share of parity stock for or into another

share of parity stock;

· through the use of the proceeds of a substantially contemporaneous sale of

other shares of parity stock;

· purchases, redemptions or other acquisitions of shares of parity stock in
connection with any employment contract, benefit plan or other similar

arrangement with or for the benefit of employees, officers, directors or
consultants;

· purchases of shares of parity stock pursuant to a contractually binding

requirement to buy parity stock existing prior to the preceding dividend period,
including under a contractually binding stock repurchase plan;

· purchases of shares of parity stock by any investment banking subsidiary of

SunTrust in connection with the distribution thereof;

· purchases of shares of parity stock by any investment banking subsidiary of

SunTrust in connection with market-making or other secondary-market
activities in the ordinary course of business of the subsidiary; or

· the purchase of fractional interests in shares of parity stock pursuant to the

conversion or exchange provisions of such stock or the security being
converted or exchanged.

On any dividend payment date for which full dividends are not paid, or declared
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Form 424(b)(2)
and funds set aside therefor, upon the Shares and other equity securities
designated as ranking on parity with the Shares as to payment of dividends, all
dividends paid or declared for payment on that dividend payment date with respect
to the Shares and any such dividend parity stock shall be shared first ratably by

the holders of any such shares of dividend parity stock who have the right to
receive dividends with respect to prior dividend periods, in proportion to the
respective amounts of the unpaid dividends relating to prior dividend periods, and
thereafter by the holders of Shares and any such dividend parity stock on a pro
rata basis.

Liquidation Rights
Upon SunTrust's voluntary or involuntary liquidation, dissolution or winding-up,
holders of depositary shares representing the Shares are entitled to receive out of
SunTrust's assets that are available for distribution to shareholders, before any
distribution is made to holders of common stock or other junior stock, a liquidating
distribution in the amount of $100,000 per Share

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(equivalent to $1,000 per depositary share), plus any declared and unpaid
dividends, without regard for any undeclared dividends. Distributions will be made

pro rata as to the Shares and any other parity stock and only to the extent of
SunTrust's assets, if any, that are available after satisfaction of all liabilities to
creditors.

Voting Rights
Holders of depositary shares representing the Shares will have no voting rights,
except as provided below or as otherwise provided by applicable law. Holders of
depositary shares must act through the depositary to exercise any voting rights.

If and when dividends payable on the Shares and on any other class or series of
stock of SunTrust ranking on parity with the Shares as to payment of dividends and
having equivalent voting rights (including the Perpetual Preferred Stock, Series A,
Perpetual Preferred Stock, Series B, Perpetual Preferred Stock, Series E,
Perpetual Preferred Stock, Series F, and Perpetual Preferred Stock, Series G) shall
have not been declared and paid in an aggregate amount equal, as to any such
class or series, to at least six quarterly dividends (whether or not consecutive), the

number of directors then constituting SunTrust's board of directors will be
increased by two and the holders of Shares, together with the holders of all other
affected classes and series of voting parity stock, voting separately as a single
class, shall be entitled to elect the two additional directors at any annual meeting of
shareholders or any special meeting of holders of Shares and holders of voting
parity stock. In the case of the Shares, these voting rights shall continue until full
dividends have been paid for at least one year.

Additionally, so long as any Shares remain outstanding, the affirmative vote of the
holders of at least two-thirds of the Shares outstanding at the time, given in person

or by proxy, either in writing or at a meeting (voting separately as a class), will be
required to:

· authorize or create, or increase the authorized or issued amount of, any class or
series of capital stock ranking senior to the Shares with respect to payment of

dividends or the distribution of assets upon liquidation, dissolution or winding-up,
or reclassify any authorized shares of capital stock into Shares; or

· amend, alter or repeal the provisions of our articles of incorporation, whether by

merger, consolidation or otherwise, so as to materially and adversely affect any
right, preference, privilege or voting power of the Shares or the holders thereof.

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