Obligation SolarTrust Banks 5.625% ( US867914BJ13 ) en USD

SolarTrust Banks

100 % ⇌

Etats-unis

US867914BJ13 ( en USD )

5.625% par an ( paiement trimestriel )

Perpétuelle

Prospectus brochure de l'obligation SunTrust Banks US867914BJ13 en USD 5.625%, échéance Perpétuelle

867914BJ1

15/03/2026 ( Dans 34 jours )

SunTrust Banks, fusionnée avec BB&T en 2019 pour former Truist Financial Corporation, était une grande banque régionale américaine offrant une gamme de services bancaires aux particuliers et aux entreprises.

L'Obligation émise par SolarTrust Banks ( Etats-unis ) , en USD, avec le code ISIN US867914BJ13, paye un coupon de 5.625% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le Perpétuelle

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Table of Contents
FI LED PU RSU AN T T O RU LE 4 2 4 (b)(2 )
REGI ST RAT I ON N O. 3 3 3 -1 8 3 5 1 6
CALCU LAT I ON OF REGI ST RAT I ON FEE

M a x im um Aggre ga t e
Am ount of
T it le of Ea c h Cla ss of Se c urit ie s Offe re d

Offe ring Pric e

Re gist ra t ion Fe e (1 )
Depositary Shares of SunTrust Banks, Inc. (each representing a 1/100th interest
in a share of Perpetual Preferred Stock, Series F)

$500,000,000.00

$58,100.00
Perpetual Preferred Stock, Series F

(2)

(2)

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.

(2) No separate consideration will be payable in respect of shares of Perpetual Preferred Stock, Series F, which are issued in
connection with this offering.
Table of Contents

PROSPECTUS SUPPLEMENT
(To Prospectus dated August 23, 2012)

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 th 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 F

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 F
(the "Shares" or the "Series F 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 F Preferred Stock (including dividend, voting, redemption and liquidation rights). You must exercise
such rights through the depositary.
Holders of Series F 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. Dividends will be payable from the date of original issue to, but excluding, December 15, 2019 at a rate of 5.625% per annum, payable semi-annually, in
arrears, on June 15 and December 15 of each year, beginning on June 15, 2015 and ending on December 15, 2019. From and including December 15, 2019, we will pay
dividends when, as, and if declared by our board of directors or such committee at a floating rate equal to three-month LIBOR plus a spread of 3.86% per annum,
payable quarterly, in arrears, on March 15, June 15, September 15 and December 15 of each year, beginning on March 15, 2020.
Dividends on the Shares will be non-cumulative. In the event dividends are not declared on Series F 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 F Preferred Stock are declared for any future dividend period.
On any dividend payment date occurring on or after December 15, 2019 we may redeem the Series F 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 F 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 F Preferred Stock will not have voting rights, except as set forth under "Description of
Series F Preferred Stock--Voting Rights" beginning on page S-19.
We do not intend to list the depositary shares or the Series F Preferred Stock on any securities exchange.
Neither the Series F 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.

I nve st ing in t he de posit a ry sha re s involve s risk . Se e "Risk Fa c t ors" be ginning on pa ge S -9 of t his prospe c t us supple m e nt t o re a d a bout
fa c t ors you should c onside r be fore inve st ing 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 "Fe de ra l Re se rve ") 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)

$
1,000.00
$500,000,000.00
Underwriting discount

$
10.00
$
5,000,000.00
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Proceeds, before expenses, to SunTrust Banks, Inc.

$
990.00
$495,000,000.00
(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 7, 2014.

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 7, 2014. 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
Goldman, Sachs & Co.
M orga n St a nle y

SunT rust Robinson H um phre y

Co-Managers
Citigroup

J .P. M orga n

RBC Ca pit a l M a rk e t s

U BS I nve st m e nt Ba nk

Prospectus Supplement dated November 4, 2014
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-9
USE OF PROCEEDS
S-14
REGULATORY CONSIDERATIONS
S-15
SELECTED FINANCIAL DATA
S-16
CAPITALIZATION
S-18
DESCRIPTION OF THE SERIES F PREFERRED STOCK
S-19
DESCRIPTION OF THE DEPOSITARY SHARES
S-30
BOOK-ENTRY, DELIVERY AND FORM OF DEPOSITARY SHARES
S-33
UNITED STATES FEDERAL TAX CONSEQUENCES TO HOLDERS OF DEPOSITARY SHARES
S-37
EMPLOYEE RETIREMENT INCOME SECURITY ACT
S-42
UNDERWRITING
S-44
VALIDITY OF SHARES
S-49
EXPERTS
S-49
Prospe c t us

ABOUT THIS PROSPECTUS

1
WHERE YOU CAN FIND MORE INFORMATION

1
USE OF PROCEEDS

2
VALIDITY OF SECURITIES

2
EXPERTS

2

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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 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.
Y ou should re ly only on t he inform a t ion c ont a ine d in or inc orpora t e d by re fe re nc e in 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 fre e w rit ing prospe c t us file d by us w it h t he Se c urit ie s
a nd Ex c ha nge Com m ission (t he "SEC"). T his prospe c t us supple m e nt m a y be use d only for t he purpose for
w hic h it ha s be e n pre pa re d. N o one is a ut horize d t o give inform a t ion ot he r t ha n t ha t c ont a ine d in t his
prospe c t us supple m e nt , t he a c c om pa nying prospe c t us or a ny fre e w rit ing prospe c t us file d by us w it h t he
SEC a nd t he doc um e nt s re fe rre d t o in t his prospe c t us supple m e nt a nd w hic h a re m a de a va ila ble t o t he
public . We ha ve not , a nd t he unde rw rit e rs ha ve not , a ut horize d a ny ot he r pe rson t o provide you w it h
diffe re nt inform a t ion. I f a nyone provide s you w it h diffe re nt or inc onsist e nt inform a t ion, you should not re ly
on it .
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 , t he a c c om pa nying prospe c t us or a ny fre e w rit ing prospe c t us file d by us w it h t he
SEC 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.

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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 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. For further
information on obtaining copies of our public filings at the New York Stock Exchange, 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" (other than, in each case, information
deemed to have been furnished and not filed in accordance with SEC rules), prior to the termination of the offering:

· Annual Report on Form 10-K for the year ended December 31, 2013;

· Quarterly Reports on Form 10-Q for the quarters ended March 31, 2014 and June 30, 2014; and

· Current Reports on Form 8-K dated December 11, 2013 (Form 8-K/A filed February 24, 2014), January 21,

2014, February 11, 2014, March 26, 2014, April 22, 2014, April 24, 2014, June 17, 2014, July 3, 2014, August 12,
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2014, September 9, 2014 (Item 8.01 only) and November 4, 2014.
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. 333-183516) 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 F Preferred Stock. The registration statement may contain additional information that may be important to
you.
Unless otherwise indicated, currency amounts in this prospectus supplement are stated in U.S. dollars.

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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 beginning on
page 8 of SunTrust's Annual Report on Form 10-K for the year ended December 31, 2013 and elsewhere in SunTrust's 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:

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

· as one of the largest lenders in the Southeast and Mid-Atlantic United States and a provider of financial products and
services to consumers and businesses across the United States, our financial results have been, and may continue to

be, materially affected by general economic conditions, particularly unemployment levels and home prices in the United
States, 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;

· legislation and regulation, including the Dodd-Frank Act, as well as future legislation and/or regulation, could require us to

change certain of our business practices, reduce our revenue, impose additional costs on us, or otherwise adversely
affect our business operations and/or competitive position;

· we are subject to capital adequacy and liquidity guidelines and, if we fail to meet these guidelines, our financial condition

would be adversely affected;

· loss of customer deposits and market illiquidity could increase our funding costs;

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

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·
we are subject to credit risk;

· our allowance for loan and lease losses may not be adequate to cover our eventual losses;

· 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;

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· we will realize future losses if the proceeds we receive upon liquidation of nonperforming assets are less than the

carrying value of such assets;

· a downgrade in the U.S. government's sovereign credit rating, or in the credit ratings of instruments issued, insured or

guaranteed by related institutions, agencies or instrumentalities, could result in risks to us and general economic
conditions that we are not able to predict;

· weakness in the real estate market, including the secondary residential mortgage loan markets, has adversely affected us

and may continue to adversely affect us;

· 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, borrower fraud,

or certain breaches of our servicing agreements, and this could harm our liquidity, results of operations, and financial
condition;

· financial difficulties or credit downgrades of mortgage and bond insurers may adversely affect our servicing and

investment portfolios;

· we face certain risks as a servicer of loans, and may be terminated as a servicer or master servicer, be required to
repurchase a mortgage loan or reimburse investors for credit losses on a mortgage loan, or incur costs, liabilities, fines

and other sanctions, if we fail to satisfy our servicing obligations, including our obligations with respect to mortgage loan
foreclosure actions;

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

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

· we face risks related to recent mortgage settlements;

· we may continue to suffer increased losses in our loan portfolio despite enhancement of our underwriting policies and

practices;

· our mortgage production and servicing revenue can be volatile;

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

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

· changes in interest rates could also reduce the value of our mortgage servicing rights and mortgages held for sale,

reducing our earnings;

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

earnings;

· clients could pursue alternatives to bank deposits, causing us to lose a relatively inexpensive source of funding;

· consumers 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;

· hurricanes and other disasters may adversely affect loan portfolios and operations and increase the cost of doing

business;

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

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

· a failure in or breach of our operational or security systems or infrastructure, or those of our third party vendors and other

service providers, including as a result of cyber-attacks, could disrupt our businesses, result in the disclosure or misuse
of confidential or proprietary information, damage our reputation, increase our costs and cause losses;

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

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

· competition in the financial services industry is intense and could result in losing business or margin declines;

· maintaining or increasing market share depends on market acceptance and regulatory approval of new products and

services;

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

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

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

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

· we may incur fines, penalties and other negative consequences from regulatory violations, possibly even inadvertent or

unintentional violations;

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

require management to make estimates about matters that are uncertain;

· changes in our accounting policies or in accounting standards could materially affect how we report our financial results

and condition;

· our stock price can be volatile;

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

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

· our revenues derived from our investment securities may be volatile and subject to a variety of risks; and

· we may enter into transactions with off-balance sheet affiliates or our subsidiaries.

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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 about
whether to invest in the depositary shares representing interests in our Series F Preferred Stock.
SunT rust Ba nk s, I nc .
SunTrust Banks, Inc., with total assets of $186.8 billion as of September 30, 2014, is one of the nation's largest
commercial banking organizations whose businesses provide a broad range of financial services to consumer, business, and
corporate clients.
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Through our flagship subsidiary, SunTrust Bank, we offer a full line of financial services for consumers and businesses
including deposit, credit, mortgage banking, and trust and investment services. Additional subsidiaries provide asset
management, securities brokerage, and capital market services. SunTrust's client base encompasses a broad range of
individuals and families, businesses, institutions, and governmental agencies.
SunTrust enjoys strong market positions in some of the highestgrowth markets in the United States and also serves
clients in selected markets nationally. Our priorities include consistency in financial performance, quality in customer service
and a strong commitment to all segments of the communities we serve.
As of September 30, 2014, SunTrust had 1,454 retail and specialized service branches and 2,192 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. Our internet address is www.suntrust.com. Information presented on or
accessed through our web site is not incorporated into, or made a part of, this prospectus supplement.
As of September 30, 2014, SunTrust had total assets under advisement of $149.6 billion. This includes $103.2 billion in
trust assets as well as $46.4 billion in retail brokerage assets. SunTrust's mortgage servicing portfolio was $135.8 billion as of
September 30, 2014.
Our principal executive offices are located at SunTrust Banks, Inc., 303 Peachtree Street, NE, Atlanta, Georgia 30308. Our
telephone number is 404-588-7711.

S-1
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 F
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 F 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 F, no par
value (the "Shares" or the "Series F 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)
5.625% per annum for each semi-annual dividend period from the issue date
of the depositary shares to, but excluding, December 15, 2019, (the "Fixed
Rate Period") and (ii) three-month LIBOR plus a spread of 3.86% per annum,
for each quarterly dividend period from December 15, 2019 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
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December 15 of each year, beginning on June 15, 2015 and ending on
December 15, 2019, 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, 2020,
subject to adjustment in the case that a dividend payment date after
December 15, 2019 falls on a day that is not a business day as described
under "Description of Series F Preferred Stock--Dividends" below.

S-2
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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 the board, payable at the dividend rate applied to
the liquidation preference per 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 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, 2019, 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 and Perpetual Preferred

Stock, Series E 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.

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424B2
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 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 whatsoever 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 fraction 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:

· 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

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· 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 portion, of the Series F 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
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424B2

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 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 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 these shares 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

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is made to holders of common stock or other junior stock, a liquidating
distribution in the amount of $100,000 per Share (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 a parity with the Shares as to payment of
dividends and that have equivalent voting rights (including the Perpetual
Preferred Stock, Series A, Perpetual Preferred Stock, Series B, and Perpetual
Preferred Stock, Series E) ("voting parity stock") 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 as a single class, shall be
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