Exhibit 99.1

A MENDMENT NO . 1 TO A MENDED AND R ESTATED D ECLARATION OF T RUST

Dated as of June 25, 2009

of

SunTrust Preferred Capital I

This A MENDMENT N O . 1 TO A MENDED AND R ESTATED D ECLARATION OF T RUST , dated as of June 25, 2009 (this “ Amendment ”), is entered into among (i)  S UN T RUST B ANKS , I NC . , 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.

R ECITAL OF THE S PONSOR

The Issuer Trustees have heretofore duly declared and established a statutory trust (the “ Issuer Trust ”), pursuant to the Delaware Statutory Trust Act by entering into that certain Declaration of Trust, dated October 16, 2006 (the “ Original Declaration of Trust ”), as amended and restated by that certain Amended and Restated Declaration of Trust, dated October 25, 2006 (the “Declaration of Trust ”), and by the execution and filing with the Secretary of State of the State of Delaware of the Certificate of Trust, filed on October 16, 2006, attached to the Declaration of Trust as Exhibit A (the “ Certificate of Trust ”).

The Administrative Trustees, the Sponsor (as the Holder of all of the Common Securities) and the Holders representing a Majority in Liquidation Amount of the Outstanding Trust Preferred Securities of each Affected Class have affirmatively consented to this Amendment in accordance with Section 12.2(b) of the Declaration of Trust and the Issuer Trustees have received and accepted the Opinion of Counsel contemplated thereby.

N OW , THEREFORE , this Amendment witnesseth: For and in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Declaration of Trust is hereby amended as follows:

ARTICLE I

D EFINED T ERMS

Section 1.1 Definitions. Capitalized terms used in this Amendment and not otherwise defined shall have the respective meanings assigned thereto in the Declaration of Trust.

ARTICLE II

A MENDMENTS TO THE D ECLARATION OF T RUST

Section 2.1 Amendment of Section 1.1 of the Declaration of Trust. Section 1.1 of the Declaration of Trust is hereby amended as follows:

(a) The current definition of “ Corresponding Assets ” is deleted in its entirety and replaced with the following:

““ Corresponding Assets ” means, with respect to each $1,000 Liquidation Amount of Trust Securities:

(a) in the case of Normal PPS and Common Securities, (i) from the Time of Delivery to but not including the Remarketing Settlement Date for a Successful Remarketing, $1,000 principal amount of Pledged Notes and a Pro Rata Interest in a Stock Purchase Contract, (ii) from and including the Remarketing Settlement Date for a Successful Remarketing to but not including the Stock Purchase Date, the SunTrust Bank Deposit made with the net proceeds of each $1,000 principal amount of Pledged Notes sold in such Successful Remarketing on such Remarketing Settlement Date and a Pro Rata Interest in a Stock Purchase Contract, and (iii) from and including the Stock Purchase Date and thereafter for so long as Normal PPS are outstanding, 1/100th of a share of Preferred Stock;

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(b) in the case of Stripped PPS, (i) from the date of issuance for each Stripped PPS to but not including the Stock Purchase Date, $1,000 principal amount of Pledged Treasury Securities and a Pro Rata Interest in a Stock Purchase Contract, and (ii) from and including the Stock Purchase Date and thereafter for so long as Stripped PPS are outstanding, 1/100th of a share of Preferred Stock, subject to Section 4.8; and

(c) in the case of Capital PPS, from the date of issuance for each Capital PPS, $1,000 principal amount of Notes, subject to Section 5.14.”

(b) The current definition of “ Deferred Contract Payment Amount ” is deleted in its entirety and replaced with the following:

““ Deferred Contract Payment Amount ” means, at any time for each $100,000 stated amount of Stock Purchase Contracts, the amount of the Contract Payments accrued on such stated amount that has been deferred and not paid by reason of the Sponsor’s exercise of its right to defer payment of Contract Payments pursuant to Section 2.7 of the Stock Purchase Contract Agreement (including a comparable amount in respect of any Contract Payments deferred in respect of Fractional Contracts (as defined in the Stock Purchase Contract Agreement)), together with interest accrued on such amount in accordance with the terms of the Stock Purchase Contract Agreement.”

(c) The current definition of “ Like Amount ” is deleted in its entirety and replaced with the following:

““ Like Amount ” means:

(a) with respect to a distribution of Notes to Holders of Normal PPS, Capital PPS or Common Securities in connection with a dissolution or liquidation of the Issuer Trust or a redemption in kind of Capital PPS pursuant to Section 4.2(c), Notes having a principal amount equal to the Liquidation Amount of the Trust Securities of the Holder to whom such Notes are distributed;

(b) with respect to a distribution of Notes to a Third Party Agent in connection with an early retirement of Normal PPS pursuant to Section 4.9, Notes having a principal amount equal to the Liquidation Amount of the applicable Subject Normal PPS;

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(c) with respect to a distribution of Stock Purchase Contracts to a Third Party Agent in connection with an early retirement of Normal PPS pursuant to Section 4.9, the number of Stock Purchase Contracts equal to the number of Subject Stock Purchase Contracts (as defined in the Stock Purchase Contract Agreement);

(d) with respect to a distribution of Pledged Treasury Securities to Holders of Stripped PPS in connection with a dissolution or liquidation of the Issuer Trust, Pledged Treasury Securities having a principal amount equal to the Liquidation Amount of the Stripped PPS to whom such Pledged Treasury Securities are distributed;

(e) with respect to a distribution of Preferred Stock or fractional interests in Preferred Stock to Holders of Trust Securities in connection with a dissolution or liquidation of the Trust, Preferred Stock or a fractional interest in a share of Preferred Stock (which may be effected by the Issuer Trust through the creation of depositary shares) having a liquidation preference equal to the Liquidation Amount of the Trust Securities of the Holder to whom such shares of Preferred Stock or a fractional interest in a share of Preferred Stock (including through a depositary share) are distributed;

(f) with respect to any distribution of Additional Amounts to Holders of Normal PPS, Capital PPS or Common Securities, Notes having a principal amount equal to the Liquidation Amount of the Normal PPS, Capital PPS or Common Securities in respect of which such distribution is made;

(g) with respect to a redemption of Preferred Stock, 1/100th of a share of Preferred Stock for each Normal PPS or Common Security;

(h) with respect to an Exchange of Normal PPS and Qualifying Treasury Securities for Stripped PPS and Capital PPS pursuant to Section 5.13(b), a number of Stripped PPS and a number of Capital PPS in each case equal to the number of Normal PPS included in such Exchange ( e . g ., if 1,000 Normal PPS are being Exchanged, the Holder will receive 1,000 Stripped PPS and 1,000 Capital PPS in accordance with and subject to Section 5.13);

(i) with respect to an Exchange of Stripped PPS and Capital PPS for Normal PPS and Qualifying Treasury Securities, a number of Normal PPS equal to the number of Stripped PPS and the number of Capital PPS being Exchanged ( e . g ., if 1,000 Stripped PPS and 1,000 Capital PPS are being Exchanged, the Holder will receive upon the Exchange 1,000 Normal PPS together with $1,000,000 principal amount of Qualifying Treasury Securities released from the Pledge, in accordance with and subject to Section 5.13(e));

(j) with respect to Notes (including Pledged Notes as applicable) being deposited or delivered in connection with an Exchange, Notes having a principal amount equal to $1,000 for each Normal PPS involved in the Exchange;

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(k) with respect to Section 5.16(c), $1,000 principal amount of Notes for each $1,000 Liquidation Amount of Trust Preferred Securities of each Affected Class; and

(l) with respect to Section 5.16(d), 1/100th of a Stock Purchase Contract with a stated amount of $100,000 for each $1,000 Liquidation Amount of Trust Preferred Securities of the Affected Classes (or a comparable interest in the case of a Fractional Contract).”

(d) The current definition of “ Notes ” is deleted in its entirety and replaced with the following:

““ Notes ” means the $501,000,000 initial aggregate principal amount of the Sponsor’s Remarketable Junior Subordinated Notes due 2042 issued pursuant to the Indenture, or such lesser aggregate principal amount as shall remain outstanding from time to time.”

(e) The following definition of “ Pro Rata Interest in a Stock Purchase Contract ” is added:

““ Pro Rata Interest in a Stock Purchase Contract ” means, with respect to each $1,000 Liquidation Amount of Trust Preferred Securities, an interest in a Stock Purchase Contract representing the right to acquire a 1/100th interest in a share of Preferred Stock, together with such other rights, privileges, obligations and responsibilities associated with such Stock Purchase Contract (including the right to receive Contract Payments), in each case, on the terms and conditions set forth in such Stock Purchase Contract.”

(f) The following definition of “ Sponsor Affiliated Owner ” is added:

““ Sponsor Affiliated Owner ” means the Sponsor, its Affiliates or any other Person designated by the Sponsor.”

(g) The current definition of “ Stock Purchase Contract Agreement ” is deleted in its entirety and replaced with the following:

““ Stock Purchase Contract Agreement ” means the Stock Purchase Contract Agreement, dated as of the date hereof, between the Sponsor and the Property Trustee (acting on behalf of the Issuer Trust), as the same may be amended from time to time.”

(h) The current definition of “ Trust Property ” is deleted in its entirety and replaced with the following:

““ Trust Property ” means (a) the Notes for so long as they are owned by the Issuer Trust in accordance with this Declaration of Trust, (b) the Stock Purchase Contracts for so long as they are owned by the Issuer Trust in accordance with this Declaration of Trust, (c) the Preferred Stock once acquired by the Issuer Trust pursuant to the Stock Purchase Contracts, (d) treasury securities (that are required to be Qualifying Treasury Securities when delivered) delivered to the Property Trustee (or the Collateral Agent) pursuant to

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Section 5.13 or Section 5.14, (e) the rights of the Issuer Trust under the Transaction Agreements, and (f) all proceeds and rights in respect of the foregoing and any other property and assets for the time being held or deemed to be held by the Issuer Trust or the Property Trustee on behalf of the Issuer Trust pursuant to the Declaration of Trust.”

Section 2.2 Amendment of Section 2.4(c) of the Declaration of Trust . The current Section 2.4(c) of the Declaration of Trust is deleted in its entirety and replaced with the following:

“(c) In order to give effect to (i) Exchanges as provided in Section 5.13 or (ii) the retirement of Normal PPS as provided in Section 4.9, the Securities Registrar may endorse Book-Entry Trust Preferred Securities Certificates to reduce or increase the number of Normal PPS, Stripped PPS or Capital PPS evidenced by each such Book-Entry Trust Preferred Securities Certificate, provided that no such endorsement shall result in a Book-Entry Trust Preferred Securities Certificate evidencing a number of Normal PPS, Stripped PPS or Capital PPS exceeding the maximum number set forth on the face of such Certificate.”

Section 2.3 Amendment of Section 2.7(a)(i) of the Declaration of Trust . A new clause (L) is hereby added to Section 2.7(a)(i) of the Declaration of Trust as follows:

“(L) the taking of any action in connection with the retirement of Normal PPS in accordance with Section 4.9 of this Declaration of Trust.”

Section 2.4 Amendment of Section 2.7(a)(ii) of the Declaration of Trust. A new clause (P) is hereby added to Section 2.7(a)(ii) of the Declaration of Trust as follows:

“(P) the taking of any action in connection with the retirement of Normal PPS in accordance with Section 4.9 of this Declaration of Trust.”

Section 2.5 Amendment of Article IV of the Declaration of Trust. A new Section 4.9 is hereby added to Article IV of the Declaration of Trust as follows:

“ Section 4.9 Retirement of Certain Normal PPS.

If at any time a Sponsor Affiliated Owner acquires or becomes obligated to acquire Normal PPS pursuant to contract, a tender offer, an exchange offer, a negotiated transfer or any other transaction (the “ Sponsor Affiliated Normal PPS ”), the Sponsor shall have the right to submit a notice (the “ Retirement Notice ”) to the Property Trustee and the Securities Registrar electing to retire all or a portion of such Sponsor Affiliated Normal PPS (the “ Subject Normal PPS ”) through the exchange of such Subject Normal PPS for a Like Amount of Notes and Stock Purchase Contracts. The Retirement Notice (i) shall specify the Liquidation Amount of the Subject Normal PPS with respect to which such election is being made and the date on which the proposed retirement is to occur (the “ Retirement Date ”) (which, without the consent of the Property Trustee and the Securities Registrar, shall not be less than 3 Business Days following the date that such Retirement Notice is so submitted), provided that such Retirement Date shall not be a date within the period beginning with the record date for a Distribution and ending with the applicable Distribution Date for such

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Distribution and, (ii) shall be conditioned upon the applicable Sponsor Affiliated Owner having delivered or caused to be delivered to the Securities Registrar or its designee the Subject Normal PPS by 10:00 A.M., New York City time, on the Retirement Date through the Clearing Agency and (iii) shall designate the Third-Party Agent (as defined below). Upon the delivery of the Subject Normal PPS to the Securities Registrar or its designee on the Retirement Date, the Securities Registrar will provide written notice thereof to the Property Trustee and the Collateral Agent shall release Pledged Notes of a Like Amount from the Pledge and deliver them to the Property Trustee who shall distribute a Like Amount of Notes and Stock Purchase Contracts to the Sponsor Affiliated Owner designated by the Sponsor in the Retirement Notice (the “Third-Party Agent”) in the manner directed by the Sponsor to the Property Trustee in writing. Following the exchange of Subject Normal PPS for a Like Amount of Notes and Stock Purchase Contracts, the Securities Registrar shall cancel the Subject Normal PPS and such Subject Normal PPS will no longer be Outstanding for any purpose and all rights of the Holder or its Affiliate(s) with respect to such Subject Normal PPS will cease, including, but not limited to, any rights with respect to accumulated but unpaid Distributions.

Notwithstanding anything else in this Declaration of Trust to the contrary, in order to effectuate the exchanges contemplated by this Section 4.9, the Issuer Trust is hereby authorized to execute, deliver and perform, and the Sponsor, the Securities Registrar, the Property Trustee or any Administrative Trustee on behalf of the Issuer Trust, acting singly or collectively, is hereby authorized to execute and deliver on behalf of the Issuer Trust, an exchange agreement, cancellation letter, and any and all other documents, agreements, or certificates contemplated by or related to the exchanges made pursuant to this Section 4.9, in each case without further vote or approval of any other Person.”

Section 2.6 Amendment of Section 5.18(a)(i) of the Declaration of Trust . The current Section 5.18(a)(i) of the Declaration of Trust is deleted in its entirety and replaced with the following:

“(i) the beginning and ending dates of the Remarketing Period and the applicable Remarketing Settlement Date and Stock Purchase Date in the event the Remarketing is Successful;”

Section 2.7 Amendment of Section 6.1(c) of the Declaration of Trust . The current Section 6.1(c) of the Declaration of Trust is deleted in its entirety and replaced with the following:

“(c) For so long as any Stock Purchase Contracts are outstanding, the Issuer Trustees may consent to any amendment to or modification of the Stock Purchase Contract Agreement or the Collateral Agreement, without having obtained the prior approval of the Holders of any Trust Preferred Securities to such amendment or modification, for the purposes of (i) evidencing the succession of another person to the Issuer Trust’s or the Property Trustee’s obligations thereunder, (ii) adding to the covenants therein for the benefit of the Issuer Trust or the Property Trustee or to surrender any of the Sponsor’s rights or powers thereunder, (iii) evidencing and providing for the acceptance of appointment of a successor Collateral Agent, Custodial Agent or Securities Intermediary under the Collateral Agreement, (iv) curing any ambiguity, or correcting or supplementing any

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provisions that may be inconsistent, (v) conforming the terms of the Stock Purchase Contract Agreement or the Collateral Agreement, to the descriptions thereof in the Prospectus, (vi) retiring Trust Preferred Securities held by a Sponsor Affiliated Owner or Trust Preferred Securities with respect to which a Sponsor Affiliated Owner has an obligation to purchase, or (vii) making any other provisions with respect to such matters or questions, provided that such action pursuant to this clause (vii) shall not adversely affect the interest of the Holders of Trust Preferred Securities of any Class in any material respect. The Issuer Trustees may, with the consent of the Holders of not less than a Majority in Liquidation Amount of the Normal PPS and Stripped PPS then Outstanding, considered together as a single Class, agree to any other amendment to or modification of the Stock Purchase Contract Agreement or the Collateral Agreement, except that, without obtaining the prior written consent of each Holder of Normal PPS and Capital PPS then Outstanding, the Issuer Trustees may not agree to any amendment or modification (other than an amendment or modification for the purpose of retiring Trust Preferred Securities held by a Sponsor Affiliated Owner or Trust Preferred Securities with respect to which a Sponsor Affiliated Owner has an obligation to purchase) that would (A) change any payment dates for Contract Payments, (B) change the amount or type of Pledged Notes or Pledged Treasury Securities required to be pledged under the Collateral Agreement, impair the right of the Property Trustee (on behalf of the Issuer Trust) to receive distributions on Pledged Notes or Pledged Treasury Securities or otherwise adversely affect the Issuer Trust’s rights in or to the Pledged Notes or Pledged Treasury Securities, (C) change the place or currency or reduce any Contract Payments, (D) impair the Property Trustee’s right (or any Holder’s right pursuant to Section 5.16(d)) to institute suit for the enforcement of the Stock Purchase Contracts or payment of any Contract Payments, or (E) reduce the number of shares of Preferred Stock purchasable under the Stock Purchase Contracts, increase the price to purchase Preferred Stock upon settlement of the Stock Purchase Contracts, change the Stock Purchase Date or otherwise adversely affect the Issuer Trust’s rights under the Stock Purchase Contracts.”

Section 2.8 Amendment of Section 11.1 of the Declaration of Trust . The current Section 11.1 of the Declaration of Trust is deleted in its entirety and replaced with the following:

“Each Holder of Trust Preferred Securities agrees, by acceptance of Trust Preferred Securities, and each Owner agrees, by acceptance of a beneficial interest in Trust Preferred Securities, to treat for all U.S. federal income tax purposes (i) the Issuer Trust as one or more grantor trusts or agency arrangements, (ii) itself as the owner of the Corresponding Assets for the related Class of Trust Preferred Securities, (iii) in the case of Normal PPS the fair market value of the $1,000 principal amount of Notes corresponding to one Normal PPS as $1,000 and the fair market value of 1/100 ^th fractional interest in a Stock Purchase Contract corresponding to one Normal PPS as $0 at the time of initial purchase, (iv) the Notes as indebtedness of the Sponsor, (v) the stated interest on the Notes as ordinary interest income that is includible in the Holder’s or Owner’s gross income at the time the interest is paid or accrued in accordance with the Holder’s or Owner’s regular method of tax accounting, and otherwise to treat the Notes as described in the Prospectus and (vi) the acquisition by the Sponsor of Subject Normal PPS, in connection with an early retirement of Normal PPS (as described

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in Section 4.9), as consisting of the following transactions: (A) the distribution by the Issuer Trust to the Third Party Agent, on behalf of the Holders of Subject Normal PPS, of a Like Amount of Notes and Stock Purchase Contracts in redemption of the Subject Normal PPS, (B) the retirement of such Like Amount of Notes for an amount equal to $1,000 per $1,000 principal amount of such Notes, (C) the physical settlement of such Like Amount of Stock Purchase Contracts, pursuant to which the Sponsor will issue with respect to each Subject Normal PPS redeemed a 1/100th interest in a share of Preferred Stock to the Third Party Agent, on behalf of the Holders of Subject Normal PPS, in exchange for $1,000 per 1/100th interest in a share of Preferred Stock, and (D) the repurchase by the Sponsor of each such 1/100th interest in a share of Preferred Stock for cash in an amount equal to the price per Subject Normal PPS at which the Sponsor is obligated to acquire Subject Normal PPS.”

Section 2.9 Amendment of Section 12.2(a) of the Declaration of Trust. The current Section 12.2(a) of the Declaration of Trust is deleted in its entirety and replaced with the following:

“(a) This Declaration of Trust may be amended from time to time by the Administrative Trustees and the Holders of all of the Common Securities, without the consent of any Holder of the Trust Preferred Securities, the Property Trustee or the Delaware Trustee (i) to cure any ambiguity, correct or supplement any provision herein that may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Declaration of Trust, which shall not be inconsistent with the other provisions of this Declaration of Trust, (ii) to modify, eliminate or add to any provisions of this Declaration of Trust to such extent as shall be necessary to ensure that the Issuer Trust will not be taxable as a corporation or classified as a partnership for U.S. federal income tax purposes at all times that any Trust Securities are outstanding, to ensure that the Issuer Trust will not be required to register as an “investment company” under the Investment Company Act or to ensure the treatment of the Trust Preferred Securities as Tier 1 regulatory capital under the prevailing Federal Reserve Board rules and regulations, (iii) to provide that Trust Preferred Securities Certificates may be executed by an Administrative Trustee by facsimile signature instead of manual signature, in which case such amendment(s) shall also provide for the appointment by the Sponsor of an authentication agent, the fees and expenses of which will be paid by the Sponsor, a form of authentication certificate, and provisions to the effect that Trust Preferred Securities Certificates that have been executed by an Administrative Trustee by facsimile signature shall not be entitled to any benefit under the Declaration of Trust or be valid or obligatory for any purpose unless the certificate of authentication thereon has been executed by the authentication agent by manual signature, (iv) to conform the terms of this Declaration of Trust to the description of this Declaration of Trust and the Trust Securities in the Prospectus, or (v) to provide for the retirement of Trust Preferred Securities held by a Sponsor Affiliated Owner or Trust Preferred Securities with respect to which a Sponsor Affiliated Owner has an obligation to purchase; provided , however , that in the case of either clause (i) or (ii), such action shall not adversely affect in any material respect the interests of any Holder, the Property Trustee or the Delaware Trustee; provided , further , that in the case of clause (iv), the Sponsor shall deliver to the Property Trustee an Officers’ Certificate and an Opinion of Counsel (who may be counsel to the

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Sponsor or the Issuer Trust), in each case confirming that such amendment has the effect of conforming the terms of this Declaration of Trust to the descriptions of this Declaration of Trust and the Trust Securities in the Prospectus. Any such amendment shall become effective when notice is given to the Property Trustee and the Holders of the Trust Preferred Securities.”

ARTICLE III

M ISCELLANEOUS

Section 3.1 Separability Clause.

In case any provision in the Declaration of Trust, as amended by this Amendment, shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 3.2 Governing Law.

This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware (without regard to conflicts of laws principles).

Section 3.3 Successors and Assigns.

All covenants and agreements in the Declaration of Trust, as amended by this Amendment, by each party thereto shall bind its successors and assigns, whether so expressed or not.

Section 3.4 Effect of Headings.

The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

Section 3.5 Trust Indenture Act; Conflict with Trust Indenture Act.

If any provision of the Declaration of Trust, as amended by this Amendment, limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under the Trust Indenture Act to be a part of and govern the Declaration of Trust, as amended by this Amendment, the latter provision shall control. If any provision of the Declaration of Trust, as amended by this Amendment, modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to the Declaration of Trust, as amended by this Amendment, as so modified or to be excluded, as the case may be.

* * * *

This Amendment may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

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I N W ITNESS W HEREOF , this Amendment has been executed and is effective as of the day and year first above written.

Exhibit 99.2

A MENDED AND R ESTATED

S TOCK P URCHASE C ONTRACT A GREEMENT

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

TABLE OF CONTENTS

A MENDED AND R ESTATED S TOCK P URCHASE C ONTRACT A GREEMENT , dated as of June 26, 2009, between S UN T RUST B ANKS , I NC . , 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. B ANK N ATIONAL A SSOCIATION , not in its individual capacity but solely as Property Trustee of the Issuer Trust (the “ Property Trustee ”).

R ECITALS OF THE C OMPANY

The Company and the Issuer Trust entered into that certain Stock Purchase Contract Agreement dated as of October 25, 2006 (the “ Original Stock Purchase Contract Agreement ”).

The Company has duly authorized the execution and delivery of this Agreement to amend and restate the Original Stock Purchase Contract Agreement.

All things necessary to make the Stock Purchase Contracts (as defined herein) the valid obligations of the Company, and to constitute these presents a valid agreement of the Company, in accordance with its terms, have been done.

N OW , THEREFORE , THIS A MENDED AND R ESTATED S TOCK P URCHASE C ONTRACT A GREEMENT WITNESSETH : For and in consideration of the agreements and obligations set forth herein and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, it is mutually agreed as follows:

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.1 Definitions.

For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

(a) The terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular.

(b) All accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles, and the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder shall mean such accounting principles that are generally accepted in the United States at the date or time of such computation; provided that when two or more principles are so generally accepted, it shall mean that set of principles consistent with those in use by the Company.

(c) The words “ herein ,” “ hereof ” and “ hereunder ” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision.

(d) Unless the context otherwise requires, any references to an “Article,” a “Section” or another subdivision refers to an Article, a Section or another subdivision, as the case may be, of this Amended and Restated Stock Purchase Contract Agreement.

“ Additional Subordinated Notes ” means the subordinated notes of the Company that may be issued to the Property Trustee as provided in Section 2.7(c).

“ Administrative Trustee ” has the meaning specified in the Declaration of Trust.

“ Agreement ” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more agreements supplemental hereto entered into pursuant to the applicable provisions hereof.

“ Bankruptcy Code ” means the Bankruptcy Reform Act of 1978, Title 11 of the United States Code, as amended from time to time, or any other law of the United States that from time to time provides a uniform system of bankruptcy laws.

“ Board of Directors ” means the board of directors of the Company or any committee of that board duly authorized to act hereunder.

“ Business Day ” means any day other than a Saturday, Sunday or any other day on which banking institutions and trust companies in New York, New York, Atlanta, Georgia or Wilmington, Delaware are permitted or required by law or executive order to close.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Collateral ” has the meaning specified in the Collateral Agreement.

“ Collateral Agent ” means The Bank of New York Mellon Trust Company, N.A., as Collateral Agent under the Collateral Agreement until a successor Collateral Agent shall have become such pursuant to the applicable provisions of the Collateral Agreement, and thereafter “Collateral Agent” shall mean the Person who is then the Collateral Agent thereunder.

“ Collateral Agreement ” means the Amended and Restated Collateral Agreement, dated as of the date hereof, among the Company, the Issuer Trust (acting through the Property Trustee), the Collateral Agent, the Custodial Agent, the Securities Intermediary and the Securities Registrar, as amended from time to time.

“ Company ” means the Person named as the “Company” in the first paragraph of this Agreement until a successor shall have become such pursuant to the applicable provision of this Agreement, and thereafter “Company” shall mean such successor.

“ Contract Payments ” means the payments payable by the Company on the Payment Dates in respect of each Stock Purchase Contract, at the rate of 0.265%  per annum of the Stated Amount of each Stock Purchase Contract.

“ Custodial Agent ” means The Bank of New York Mellon Trust Company, N.A., as Custodial Agent under the Collateral Agreement until a successor Custodial Agent shall have become such pursuant to the applicable provisions of the Collateral Agreement, and thereafter “Custodial Agent” shall mean the Person who is then the Custodial Agent thereunder.

“ Deferred Contract Payments ” has the meaning specified in Section 2.7(a).

“ Declaration of Trust ” means the Amended and Restated Declaration of Trust, dated as of October 25, 2006, among the Company, as Sponsor, the Property Trustee, the Delaware Trustee and the Administrative Trustees (each as named therein) and the several Holders (as defined therein), as amended from time to time.

“ Early Settlement Event ” has the meaning specified in the First Supplemental Indenture.

“ Failed Remarketing ” has the meaning specified in the First Supplemental Indenture.

“ Federal Reserve ” means (i) the Board of Governors of the Federal Reserve System, as from time to time constituted, or if at any time after the execution of this Agreement the Federal Reserve is not existing and performing the duties now assigned to it, then the body or bodies performing such duties at such time, or the Federal Reserve Bank of Atlanta, or (ii) any successor Federal Reserve Bank (or successor body performing such duties) having primary jurisdiction over the Company.

“ First Supplemental Indenture ” means the Supplemental Indenture, dated as of October 25, 2006, between the Company and the Note Trustee.

“ Fractional Contracts ” has the meaning specified in Section 2.8.

“ Guarantee Agreement ” means the Guarantee Agreement between the Company, as Guarantor and U.S. Bank National Association, as Guarantee Trustee named thereunder, dated as of the date hereof.

“ Holder ” means a Holder (as such term is defined in the Declaration of Trust) of Normal PPS or Stripped PPS.

“ Indenture ” means the Junior Subordinated Indenture, dated as of October 25, 2006, between the Company and the Note Trustee, as supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, as further amended or supplemented from time to time with respect to the Notes.

“ Issuer Trust ” means the Person named as the “Issuer Trust” in the first paragraph of this Agreement.

“ Normal PPS ” has the meaning specified in the Declaration of Trust.

“ Note Trustee ” means U.S. Bank National Association, solely in its capacity as trustee pursuant to the Indenture and not in its individual capacity, or its successor in interest in such capacity, or any successor trustee appointed as provided in the Indenture.

“ Notes ” has the meaning specified in the Declaration of Trust.

“ Officers’ Certificate ” means a certificate signed by the Chairman of the Board of Directors, a Vice Chairman of the Board of Directors, the Chief Executive Officer, the Chief Financial Officer, the President or a Vice President, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Company or the duly authorized designee of any of the foregoing, and delivered to the Property Trustee.

“ Opinion of Counsel ” means a written opinion of legal counsel, who may be counsel to the Company (and who may be an employee of the Company), and who shall be reasonably acceptable to the Property Trustee. An Opinion of Counsel may rely on certificates as to matters of fact.

“ Paying Agent ” has the meaning specified in the Declaration of Trust.

“ Payment Date ” means (i) each June 15 and December 15 of each year occurring prior to the Stock Purchase Date, commencing on June 15, 2007, and (ii) the Stock Purchase Date.

“ Person ” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company, trust, unincorporated organization or government or any agency or political subdivision thereof or any other entity of whatever nature.

“ Pledged Notes ” has the meaning specified in the Collateral Agreement.

“ Pledged Securities ” means the Pledged Notes and the Pledged Treasury Securities.

“ Pledged Treasury Securities ” has the meaning specified in the Collateral Agreement.

“ PPS ” has the meaning specified in the Declaration of Trust.

“ Preferred Stock ” means the Perpetual Preferred Stock, Series B, $100,000 liquidation preference per share with no par value per share, of the Company.

“ Proceeds ” has the meaning specified in the Collateral Agreement.

“ Property Trustee ” means U.S. Bank National Association, not in its individual capacity but solely as Property Trustee under the Declaration of Trust until a successor Property Trustee shall have become such pursuant to the applicable provisions of the Declaration of Trust, and thereafter “Property Trustee” shall mean the Person who is then Property Trustee thereunder.

“ Pro Rata Interest in a share of Preferred Stock ” means, with respect to a Stock Purchase Contract which is not a Fractional Contract, one share of Preferred Stock and, with respect to a Fractional Contract, the applicable fractional interest in a share of Preferred Stock which may be acquired pursuant to such Fractional Contract, as determined in accordance with Section 2.8.

“ Qualifying Treasury Securities ” has the meaning specified in the Declaration of Trust.

“ Remarketing ” means a remarketing of Notes pursuant to Article III of the First Supplemental Indenture.

“ Remarketing Agent ” has the meaning specified in the Declaration of Trust.

“ Remarketing Agreement ” means the Remarketing Agreement to be entered into prior to the first Remarketing among the Company, the Property Trustee and the Remarketing Agent named in the Remarketing Agreement.

“ Remarketing Periods ” mean the five Business Day period beginning on the seventh Business Day prior to each of November 21, 2011, February 18, 2012, May 21, 2012, August 21, 2012 and November 21, 2012 (or if any such day is not a Business Day, the preceding Business Day), until the settlement of a Successful Remarketing; provided that following the occurrence of an Early Settlement Event, Remarketing Periods mean such earlier dates as determined pursuant to Section 3.4 of the First Supplemental Indenture.

“ Remarketing Settlement Date ” means the February 18, May 21, August 21 or November 21 following a Successful Remarketing (or if ant such day is not a Business Day, the prior Business Day).

“ Second Supplemental Indenture ” means the Second Supplemental Indenture, dated as of the date hereof, between the Company and the Note Trustee.

“ Securities Act ” means the Securities Act of 1933 and any successor statute thereto, in each case as amended from time to time, and the rules and regulations promulgated thereunder.

“ Securities Intermediary ” means The Bank of New York Mellon Trust Company, N.A., as Securities Intermediary under the Collateral Agreement until a successor Securities Intermediary shall have become such pursuant to the applicable provisions of the Collateral Agreement, and thereafter “Securities Intermediary” shall mean such successor or any subsequent successor who is appointed pursuant to the Collateral Agreement.

“ Securities Registrar ” means The Bank of New York Mellon Trust Company, N.A., as Securities Registrar under the Collateral Agreement until a successor Securities Registrar shall have become such pursuant to the applicable provisions of the Collateral Agreement, and thereafter “Securities Registrar” shall mean such successor or any subsequent successor who is appointed pursuant to the Collateral Agreement.

“ Senior Debt ” has the meaning specified in the Indenture.

“ Stated Amount ” means, with respect to any one Stock Purchase Contract which is not a Fractional Contract, $100,000, and with respect to any one Fractional Contract, the fractional interest in a share of Preferred Stock which may be acquired pursuant to such Fractional Contract multiplied by $100,000.

“ Stock Purchase Contract ” means a contract obligating (i) the Company to sell, and the Issuer Trust (acting through the Property Trustee) to purchase, a Pro Rata Interest in a share of Preferred Stock for an amount equal to such Stock Purchase Contract’s Stated Amount on the Stock Purchase Date and (ii) the Company to pay Contract Payments to the Issuer Trust, in each case on the terms and subject to the conditions set forth in Article II and Article V. Contemporaneously with the execution and delivery of the Original Stock Purchase Contract Agreement, the Company issued 5,010 Stock Purchase Contracts to the Issuer Trust. References in this Agreement to the Stock Purchase Contracts (whether individually or collectively) shall mean the Stock Purchase Contracts outstanding from time-to-time and shall exclude Stock Purchase Contracts that have been cancelled, retired, terminated, exercised or otherwise extinguished in accordance with the terms and conditions of this Agreement and the Declaration of Trust. The Fractional Contracts shall constitute Stock Purchase Contracts.

“ Stock Purchase Date ” means the first to occur of any March 15, June 15, September 15 or December 15, or if any such day is not a Business Day, the next Business Day, after (i) the Remarketing Settlement Date or (ii) the Remarketing Period of a Failed Remarketing.

“ Stripped PPS ” has the meaning specified in the Declaration of Trust.

“ Successful ” has the meaning specified in the First Supplemental Indenture.

“ SunTrust Bank Deposit ” means a deposit of cash or cash equivalent with SunTrust Bank to be made on the Remarketing Settlement Date and payable on the Stock Purchase Date, with interest

accruing at the rate of 5.097% per annum from and including the date of deposit to but excluding the date of payment, calculated on the basis of the actual number of days elapsed and a year of 365 days, established in the name of the Collateral Agent pursuant to an agreement naming the Collateral Agent as customer and providing that the bank’s jurisdiction for purposes of Article 9 of the Uniform Commercial Code is New York.

“ Termination Date ” means the date, if any, on which a Termination Event occurs.

“ Termination Event ” means the occurrence of any of the following events at any time on or prior to the Stock Purchase Date:

(i) a judgment, decree or court order shall have been entered granting relief under the Bankruptcy Code, adjudicating the Company to be insolvent, or approving as properly filed a petition seeking reorganization or liquidation of the Company or any other similar applicable federal or state law and if such judgment, decree or order shall have been entered more than 90 days prior to the Stock Purchase Date, such decree or order shall have continued undischarged and unstayed for a period of 90 days;

(ii) a judgment, decree or court order for the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of the Company or of its property, or for the termination or liquidation of its affairs, shall have been entered and if such judgment, decree or order shall have been entered more than 90 days prior to the Stock Purchase Date, such judgment, decree or order shall have continued undischarged and unstayed for a period of 90 days; or

(iii) the Company shall file a petition for relief under the Bankruptcy Code, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization or liquidation under the Bankruptcy Code or any other similar applicable federal or state law, or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of it or of its property, or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due.

“ Vice President ” means any vice president, whether or not designated by a number or a word or words added before or after the title “Vice President.”

Section 1.2 Form of Documents Delivered to Property Trustee.

(a) In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which its certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

(b) Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Agreement, they may, but need not, be consolidated and form one instrument.

Section 1.3 Notices.

Any notice or communication is duly given if in writing and delivered in Person or mailed by first-class mail (registered or certified, return receipt requested), telecopier (with receipt confirmed) or overnight air courier guaranteeing next day delivery, to the others’ address; provided that notice shall be deemed given to the Property Trustee only upon receipt thereof:

If to the Issuer Trust or the Property Trustee:

If to the Company:

If to the Collateral Agent:

Section 1.4 Effect of Headings and Table of Contents.

The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 1.5 Successors and Assigns.

All covenants and agreements in this Agreement by the Company and the Issuer Trust shall bind their respective successors and assigns, whether so expressed or not.

Section 1.6 Separability Clause.

In case any provision in this Agreement shall be invalid, illegal or unenforceable by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions hereof and thereof shall not in any way be affected or impaired thereby.

Section 1.7 Benefits of Agreement.

Nothing contained in this Agreement, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and, to the extent provided hereby, the holders of Senior Debt and any Paying Agent, any benefits or any legal or equitable right, remedy or claim under this Agreement.

Section 1.8 Governing Law; Submission to Jurisdiction.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York. The Company and the Issuer Trust hereby submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and the courts of the State of New York (in each case sitting in New York County) for the purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. The Company and the Issuer Trust irrevocably waive, to the fullest extent permitted by applicable law, any objection that they may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

Section 1.9 Legal Holidays.

(a) In any case where any Payment Date shall not be a Business Day (notwithstanding any other provision of this Agreement), Contract Payments or other distributions shall not be paid on such date, but Contract Payments or such other distributions shall be paid on the next succeeding Business Day with the same force and effect as if made on such Payment Date. No interest shall accrue or be payable by the Company or to the Property Trustee (on behalf of the Issuer Trust) for the period from and after any such Payment Date on such successive Business Day.

(b) In any case where the Stock Purchase Date shall not be a Business Day (notwithstanding any other provision of this Agreement), the Stock Purchase Contracts shall not be performed and shall not be effected on such date, but the Stock Purchase Contracts shall be performed on the next succeeding Business Day with the same force and effect as if made on such Stock Purchase Date.

Section 1.10 No Waiver.

No failure on the part of the Company, the Property Trustee, the Collateral Agent, the Securities Intermediary or any of their respective agents to exercise, and no course of dealing with respect to, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by the Company, the Property Trustee, the Collateral Agent, the Securities Intermediary or any of their respective agents of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies herein are cumulative and are not exclusive of any remedies provided by law.

Section 1.11 No Consent to Assumption.

The Property Trustee for and on behalf of the Issuer Trust hereby expressly withholds any consent to the assumption under Section 365 of the Bankruptcy Code or otherwise, of the Stock Purchase Contract by the Company or its trustee, receiver, liquidator or a Person performing similar functions in the event that the Company becomes the debtor under the Bankruptcy Code or subject to other similar state or Federal law providing for reorganization or liquidation.

Section 1.12 No Recourse

It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by U.S. Bank National Association, not individually or personally but solely as Property Trustee of the Issuer Trust, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer Trust is made and intended not as personal representations, warranties, covenants, undertakings and agreements by U.S. Bank National Association but is made and intended for the purpose of binding only the Issuer Trust, (c) nothing herein contained shall be construed as creating any liability on U.S. Bank National Association, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall U.S. Bank National Association be personally liable for the payment of any indebtedness or expenses of the Issuer Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer Trust under this Agreement or any other related documents.

ARTICLE II

THE STOCK PURCHASE CONTRACTS

Section 2.1 Issuance of Stock Purchase Contracts; Transferability; Assignment; Amendment.

(a) Contemporaneously with the execution and delivery of the Original Stock Purchase Contract Agreement, the Company issued 5,010 Stock Purchase Contracts having the terms and conditions set forth therein to the Issuer Trust (acting through the Property Trustee), which by its execution and delivery of such Original Stock Purchase Contract Agreement entered into and agreed to be bound by the Stock Purchase Contracts. No certificates were issued to evidence the Stock Purchase Contracts. The Company and the Issuer Trust hereby agree that the Stock Purchase Contracts shall be amended as of the date hereof consistent with the terms and conditions applicable thereto as set forth in this Agreement.

(b) To the fullest extent permitted by law, other than a transfer in connection with (i) a merger, consolidation, amalgamation or replacement of the Issuer Trust, (ii) any conveyance, transfer or lease by the Issuer Trust of its properties and assets substantially as an entirety to, and the assumption by, a successor entity pursuant to Section 9.5 of the Declaration of Trust or (iii) a distribution of the Subject Stock Purchase Contracts pursuant to Section 2.8, any attempted transfer of the Stock Purchase Contracts shall be void.

(c) To the fullest extent permitted by law, any assignment by the Issuer Trust of its rights hereunder, other than (i) an assignment of this Agreement in connection with a merger, consolidation, amalgamation or replacement of the Issuer Trust or any conveyance, transfer or lease by the Issuer Trust of its properties and assets substantially as an entirety to, and the assumption by, a successor entity pursuant to Section 9.5 of the Declaration of Trust or (ii) a distribution of the Subject Stock Purchase Contracts pursuant to Section 2.8, shall be void.

(d) No amendment, modification or waiver of any provision of this Agreement shall be effective against either party hereto unless it is duly authorized by resolution of the Board of Directors of the Company and permitted under Section 6.1 of the Declaration of Trust.

Section 2.2 Purchase of Preferred Stock; Payment of Purchase Price.

(a) Each Stock Purchase Contract shall obligate the Issuer Trust (acting through the Property Trustee) to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to the Stated Amount, a Pro Rata Interest in a share of Preferred Stock, unless a Termination Event shall have occurred.

(b) If there has been a Successful Remarketing, the Issuer Trust will satisfy its obligations under Section 2.2(a) to pay the purchase price in respect of the Stock Purchase Contracts out of (i) the Proceeds at maturity of the Pledged Treasury Securities and (ii) to the extent of the excess of the purchase price over the amount of the Proceeds at maturity of the Pledged Treasury Securities, the SunTrust Bank Deposit; provided that in the event that a receiver has been appointed for the purpose of liquidating or winding up the affairs of SunTrust Bank while SunTrust Bank is holding the SunTrust Bank Deposit, in lieu of payment of the SunTrust Bank Deposit the Issuer Trust shall cause the Collateral Agent to assign its rights in the SunTrust Bank Deposit to the Company on the Stock Purchase Date to the extent of such amount required in full satisfaction of the Issuer Trust’s obligation to pay the SunTrust Bank Deposit pursuant to this clause (ii).

(c) If there is a Failed Remarketing, the Collateral Agent for the benefit of the Company reserves all of its rights as a secured party with respect to the Notes and, subject to applicable law and Section 2.2(d), may, among other things, (i) retain such Notes or their Proceeds in full satisfaction of the Issuer Trust’s obligations under the Stock Purchase Contracts or (ii) sell such Notes in one or more public or private sales as permitted by applicable law, in order to satisfy the Issuer Trust’s obligations under Section 2.2(a) to pay the purchase price in respect of the Stock Purchase Contracts to the extent not satisfied out of the Proceeds at maturity of the Pledged Treasury Securities.

(d) The obligations of the Issuer Trust to pay the purchase price in respect of the Stock Purchase Contracts are non-recourse obligations and are payable solely out of the Proceeds of any Collateral pledged to secure the obligations of the Issuer Trust and the assignment of the SunTrust Bank Deposit as set forth in this Section 2.2, and in no event will the Property Trustee be liable for any deficiency between the Proceeds of the disposition of Collateral and the purchase price in respect of the Stock Purchase Contracts.

(e) The Company shall not be obligated to cause the issuance of any Pro Rata Interest in a share of Preferred Stock in respect of a Stock Purchase Contract or deliver any certificates therefor to the Property Trustee unless the Company shall have received payment for such interest to be purchased thereunder in the manner herein set forth.

Section 2.3 Issuance of Preferred Stock.

Unless a Termination Event shall have occurred, on the Stock Purchase Date upon receipt of the aggregate purchase price payable on all Stock Purchase Contracts, the Company shall cause to be issued and deposited with the Property Trustee (or its nominee), one or more certificates representing newly issued shares (or fractional interests therein) of Preferred Stock registered in the name of the Property Trustee (or its nominee) as custodian for the Issuer Trust to which the Issuer Trust is entitled hereunder.

Section 2.4 Termination Event; Notice.

(a) The Stock Purchase Contracts and all obligations and rights of the Company and the Issuer Trust (including the obligations and rights of the Property Trustee acting on behalf of the Issuer Trust) thereunder, including, without limitation, the right of the Issuer Trust to receive and the obligation of the Company to pay any Contract Payments (including any accrued and unpaid Contract Payments), and the rights and obligations of the Issuer Trust to purchase shares of Preferred Stock (or fractional interests therein), shall immediately and automatically terminate, without the necessity of any notice or action by the Issuer Trust, the Property Trustee or the Company, if a Termination Event shall have occurred on or prior to the Stock Purchase Date.

(b) Upon the occurrence of a Termination Event, the Company shall promptly but in no event later than five Business Days thereafter give written notice to the Property Trustee and the Collateral Agent of such event.

Section 2.5 Charges and Taxes.

The Company will pay all stock transfer and similar taxes attributable to the initial issuance and delivery of the shares of Preferred Stock (or fractional interests therein) pursuant to the Stock Purchase Contracts; provided that the Company shall not be required to pay any such tax or taxes that may be payable in respect of any issuance of a share of Preferred Stock (or fractional interests therein) in a name other than in the name of the Property Trustee or its nominee, as custodian for the Issuer Trust, and the Company shall not be required to issue or deliver such share certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company, in addition to any Stated Amount, the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

Section 2.6 Contract Payments.

(a) Subject to Section 2.7, the Company shall pay, in arrears on each Payment Date, the Contract Payments payable in respect of each Stock Purchase Contract to the Property Trustee or upon its order. The Contract Payments will be payable by wire transfer to the account designated by the Property Trustee by a prior written notice to the Company. The Contract Payments will accrue from and including October 25,   2006 or from and including the most recent Payment Date on which Contract Payments have been paid or duly provided for (subject to deferral as set forth in Section 2.7) to but excluding the next succeeding Payment Date. Contract Payments will be calculated on the basis of a 360-day year consisting of twelve 30-day months.

(b) The Company’s obligations with respect to Contract Payments, if any, will be subordinated and junior in right of payment to the Company’s obligations under any Senior Debt to the extent and in the manner set forth in Sections 2.6(c) through (m).

(c) No payment or distribution in respect of any Contract Payments shall be made by the Company unless full payment of amounts then due for principal (and premium, if any), sinking funds, and interest on Senior Debt of the Company has been made or duly provided for in money or money’s worth in accordance with its terms. No payment or distribution in respect of any Contract Payments shall be made by the Company if, at the time of such payment or immediately after giving effect thereto, there shall have occurred an event of default with respect to any Senior Debt of the Company or in any instrument under

which the same is outstanding, or an event of default with respect to any Senior Debt of the Company resulting in the acceleration of the maturity thereof, or if any judicial proceedings are pending with respect to any such default.

(d) Upon the occurrence of any event of default referred to in Section 2.6(a) that shall not have been cured or waived:

(i) all Senior Debt (including any interest thereon accruing after the commencement of any such proceedings) shall first be paid in full before any payment or distribution, whether in cash, securities or other property, shall be made to the Property Trustee in respect of Contract Payments;

(ii) any payment or distribution, whether in cash, securities or other property that would otherwise (but for these subordination provisions) be payable or deliverable in respect of Contract Payments shall be paid or delivered directly to the holders of Senior Debt in accordance with the priorities then existing among such holders until all Senior Debt (including any interest thereon accruing after the commencement of any such proceedings) shall have been paid in full;

(iii) after payment in full of all sums owing with respect to Senior Debt, the Property Trustee, together with the holders of any obligations of the Company ranking on a parity with the Contract Payments, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid Contract Payments and interest thereon and such other obligations before any payment or other distribution, whether in cash, securities or other property, shall be made on account of any capital stock of the Company or any obligations of the Company ranking junior to the Company’s obligations to make Contract Payments under the Stock Purchase Contracts and such other obligations; and

(iv) in the event that, notwithstanding the foregoing, any payment or distribution of any character or any security, whether in cash, securities or other property, shall be received by the Property Trustee or the Issuer Trust in contravention of any of the terms hereof such payment or distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered and transferred back to the transferor for distribution, or to the holders of the Senior Debt at the time outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all such Senior Debt in full. In the event of the failure of the Property Trustee or the Issuer Trust to endorse or assign any such payment, distribution or security, each holder of Senior Debt is hereby irrevocably authorized to endorse or assign the same.

(e) For purposes of Sections 2.6(c) through (p), the words “cash, securities or other property” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other Person provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in Sections 2.6(b) through (m) with respect to such Contract Payments on the Stock Purchase Contracts to the payment of all Senior Debt that may at the time be outstanding; provided that (i) the indebtedness or guarantee of indebtedness, as the case may be, that constitutes Senior Debt is assumed by the Person, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of the Senior Debt are not, without the consent of each such holder adversely affected thereby, altered by such reorganization or readjustment.

(f) Any failure by the Company to make any payment on or perform any other obligation under Senior Debt, other than any indebtedness incurred by the Company or assumed or guaranteed, directly or indirectly, by the Company for money borrowed (or any deferral, renewal, extension

or refunding thereof) or any indebtedness or obligation as to which the provisions of Sections 2.6(b) through (m) shall have been waived by the Company in the instrument or instruments by which the Company incurred, assumed, guaranteed or otherwise created such indebtedness or obligation, shall not be deemed a default or event of default if (i) the Company shall be disputing its obligation to make such payment or perform such obligation and (ii) either (A) no final judgment relating to such dispute shall have been issued against the Company that is in full force and effect and is not subject to further review, including a judgment that has become final by reason of the expiration of the time within which a party may seek further appeal or review, or (B) in the event a judgment that is subject to further review or appeal has been issued, the Company shall in good faith be prosecuting an appeal or other proceeding for review and a stay of execution shall have been obtained pending such appeal or review.

(g) Subject to the irrevocable payment in full of all Senior Debt, the Property Trustee on behalf of the Issuer Trust shall be subrogated (equally and ratably with the holders of all obligations of the Company that by their express terms are subordinated to Senior Debt of the Company to the same extent as payment of the Contract Payments in respect of the Stock Purchase Contracts is subordinated and that are entitled to like rights of subrogation) to the rights of the holders of Senior Debt to receive payments or distributions of cash, securities or other property of the Company applicable to the Senior Debt until all such Contract Payments owing on the Stock Purchase Contracts shall be paid in full, and as between the Company, its creditors other than holders of such Senior Debt and the Property Trustee, no such payment or distribution made to the holders of Senior Debt by virtue of Sections 2.6(b) through (m) that otherwise would have been made to the Property Trustee shall be deemed to be a payment by the Company on account of such Senior Debt, it being understood that the provisions of Sections 2.6(b) through (m) are intended solely for the purpose of defining the relative rights of the Property Trustee, on the one hand, and the holders of Senior Debt, on the other hand.

(h) Nothing contained in Sections 2.6(b) through (m) or elsewhere in this Agreement is intended to or shall impair, as among the Company, its creditors other than the holders of Senior Debt and the Property Trustee, the obligation of the Company, which is absolute and unconditional, to pay to the Property Trustee such Contract Payments on the Stock Purchase Contracts as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Property Trustee and creditors of the Company other than the holders of Senior Debt, nor shall anything herein or therein prevent the Property Trustee from exercising all remedies otherwise permitted by applicable law upon default under this Agreement, subject to the rights, if any, under Sections 2.6(b) through (m), of the holders of Senior Debt in respect of cash, securities or other property of the Company received upon the exercise of any such remedy.

(i) Upon payment or distribution of assets of the Company referred to in Sections 2.6(b) through (m), the Property Trustee shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which any such dissolution, winding up, liquidation or reorganization proceeding affecting the affairs of the Company is pending or upon a certificate of the trustee in bankruptcy, receiver, conservator, assignee for the benefit of creditors, liquidating trustee or other Person making any payment or distribution, delivered to the Property Trustee, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to Sections 2.6(b) through (m); provided that the foregoing shall not be construed as creating any duty on the part of the Property Trustee.

(j) The Property Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt (or a trustee or representative on behalf of such holder) to establish that such notice has been given by a holder of Senior Debt or a trustee or representative on behalf of any such holder or holders. In the event that the Property Trustee determines in

good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to Section 2.6(b) through (m), the Property Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Property Trustee as to the amount of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under Sections 2.6(b) through (m), and, if such evidence is not furnished, the Property Trustee may defer payment to such Person pending judicial determination as to the right of such Person to receive such payment, provided that the foregoing shall not be construed as imposing any obligation or duty on the part of the Property Trustee.

(k) Nothing contained in Sections 2.6(b) through (m) shall affect the obligations of the Company to make, or prevent the Company from making, payment of the Contract Payments, except as otherwise provided in Sections 2.6(b) through (m).

(l) U.S. Bank National Association, or any successor Property Trustee, in its individual capacity shall be entitled to all the rights set forth in this Section with respect to any Senior Debt at the time held by it, to the same extent as any other holder of Senior Debt and nothing in this Agreement shall deprive U.S. Bank National Association, or any successor Property Trustee of any of its rights as such holder.

(m) No right of any present or future holder of any Senior Debt to enforce the subordination herein shall at any time or in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any noncompliance by the Company with the terms, provisions and covenants of this Agreement, regardless of any knowledge thereof that any such holder may have or be otherwise charged with.

(n) Nothing in this Section 2.6 shall apply to claims of, or payments to, the Property Trustee under or pursuant to Section 2.7.

(o) With respect to the holders of Senior Debt, (i) the Property Trustee shall not be liable to any such holders if it shall pay over or distribute to the Holders or to the Company or any other Person cash, securities or other property to which any holders of Senior Debt shall be entitled by virtue of this Section 2.6 or otherwise; (ii) no implied covenants or obligations shall be read into this Agreement against the Property Trustee; and (iii) the Property Trustee shall owe no duties, fiduciary or otherwise, to such holders.

(p) Nothing in this Section 2.6 shall apply to any payment or distribution, whether in cash, securities or other property, made to, or paid over or distributed by, any Paying Agent in respect of Contract Payments or otherwise. The Paying Agent shall owe no duty, fiduciary or otherwise, to any holder of Senior Debt and shall not be liable to any holders of Senior Debt if it shall pay over or distribute to the Holders or to the Company or any other Person cash, securities or other property to which any holders of Senior Debt shall otherwise be entitled by virtue of this Section 2.6 or otherwise; and no implied covenants or obligations shall be read into this Agreement against the Paying Agent.

Section 2.7 Deferral of Contract Payments.

(a) The Company shall have the right (which will be exercised if so directed by the Federal Reserve), at any time prior to the Stock Purchase Date, to defer the payment of any or all of the Contract Payments otherwise payable on any Payment Date, but only if the Company shall give the Property Trustee and the Administrative Trustees (with a copy to the Paying Agent) written notice of its election to defer each such deferred Contract Payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Property

Trustee and the Administrative Trustees are required to give notice of any record date or Payment Date with respect to any class of PPS to the New York Stock Exchange, any other national securities exchange, automated interdealer quotation system or other applicable self regulatory organization or to the Holders, but in any event not less than one Business Day prior to such record date. Any Contract Payments so deferred shall, to the extent permitted by law, accrue interest thereon at the rate originally applicable to the Notes (calculated on the same basis as originally applicable to the Notes), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Payments, if any, together with the additional Contract Payments, if any, accrued thereon, being referred to herein as the “ Deferred Contract Payments ”). Deferred Contract Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 2.7, except as provided under Section 1.9. No Contract Payments may be deferred to a date that is after the Stock Purchase Date and no such deferral period may end other than on a Payment Date, except as provided under Section 1.9. If the Stock Purchase Contracts are terminated upon the occurrence of a Termination Event, the Issuer Trust’s right to receive any Contract Payments and any Deferred Contract Payments will terminate.

(b) In the event that the Company elects to defer the payment of Contract Payments until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Payments, if any, shall be payable to the Property Trustee on behalf of the Issuer Trust on such Payment Date, except as provided under Section 1.9.

(c) In the event that the Company elects to defer the payment of Contract Payments on the Stock Purchase Contracts and such deferral is continuing on the Stock Purchase Date, the Property Trustee on behalf of the Issuer Trust will receive on the Stock Purchase Date in lieu of a cash payment, in addition to the shares of Preferred Stock (or fractional interests therein) to be issued pursuant to Section 2.3, Additional Subordinated Notes that will (i) have a principal amount equal to the aggregate amount of Deferred Contract Payments at the Stock Purchase Date, (ii) mature on the later of December 15, 2014 and five years after the first Payment Date on which any of such Deferred Contract Payments was payable, (iii) bear interest at the rate per annum equal to the originally applicable rate of interest on the Notes (subject to deferral on the same basis as the Contract Payments; provided that the reference in clause (i)(2) of Section 2.7(d) to the beginning of the deferral period shall be deemed to refer to the beginning of the deferral period with respect to the Contract Payments), (iv) be subordinate and rank junior in right of payment to all of the Company’s Senior Debt on the same basis as the Contract Payments and (v) be redeemable at the option of the Company at any time or from time to time prior to their stated maturity at a redemption price equal to the principal amount thereof plus any accrued and unpaid interest to the date of redemption; provided that the Company shall register such Additional Subordinated Notes under the Securities Act prior to the delivery thereof to the Property Trustee unless they may be so delivered pursuant to an exemption or exception from registration thereunder.

(d) In the event the Company exercises its option to defer the payment of Contract Payments then, until the earlier of (x) the Termination Date or (y) the date on which the Company shall have either paid all Deferred Contract Payments to the Property Trustee in cash or repaid all amounts outstanding on the Additional Subordinated Notes, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any shares of its capital stock, including Preferred Stock; (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt security of the Company that ranks pari passu in all respects with or junior in interest to the Notes (except for partial payments of interest pursuant to the terms of the Notes) or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company that by its terms ranks pari passu in all respects with or junior in interest to the Company’s guarantee related to the PPS other than, in each case:

(i) any repurchase, redemption or other acquisition of shares of the Company’s capital stock in connection with (1) any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors, consultants or independent contractors, (2) the satisfaction of the Company’s obligations pursuant to any contract entered into in the ordinary course prior to the beginning of the deferral period, (3) a dividend reinvestment or shareholder purchase plan, or (4) the issuance of the Company’s capital stock, or securities convertible into or exercisable for such capital stock, as consideration in an acquisition transaction entered into prior to the beginning of the deferral period;

(ii) any exchange, redemption or conversion of any class or series of the Company’s capital stock, or the capital stock of one of its subsidiaries, for any other class or series of the Company’s capital stock, or any class or series of the Company’s indebtedness for any class or series of its capital stock;

(iii) any purchase of fractional interests of the Company’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged;

(iv) any declaration of a dividend in connection with any rights plan, or the issuance of rights, stock or other property under any rights plan, or the redemption or repurchase of rights pursuant thereto;

(v) payments in respect of the Company’s guarantee related to the PPS executed for the benefit of the Holders of the PPS; or

(vi) any dividend in the form of stock, warrants, options or other rights where the dividend stock or stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks equally with or junior to such stock.

Section 2.8 Early Exercise and Cancellation of Stock Purchase Contracts

If (i) a Sponsor Affiliated Owner (as defined in the Declaration of Trust) acquires or becomes obligated to acquire Normal PPS pursuant to contract, a tender offer, an exchange offer, a negotiated transfer or any other similar transaction (such Normal PPS, the “ Sponsor Affiliated Owner Normal PPS ”) and (ii) the Sponsor delivers a Retirement Notice (as defined in the Declaration of Trust) in accordance with Section 4.9 of the Declaration of Trust with respect to all or a portion of the Sponsor Affiliated Owner Normal PPS (such Normal PPS, the “ Subject Normal PPS ”), then each Stock Purchase Contract related to the Subject Normal PPS (the “ Subject Stock Purchase Contracts ”) shall be automatically exercised for the Pro Rata Interest in a share of Preferred Stock represented thereby following the distribution thereof to the Third-Party Agent (as defined in the Declaration of Trust) in the manner set forth in Section 4.9 of the Declaration of Trust. Following the distribution and automatic exercise of the Subject Stock Purchase Contracts, each such Subject Stock Purchase Contract shall no longer be treated as outstanding for any purpose. The Subject Stock Purchase Contracts shall be a number of Stock Purchase Contracts equal to 5,000 multiplied by a fraction equal to the aggregate Liquidation Amount (as defined in the Declaration of Trust) of the Subject Normal PPS divided by $500,000,000. In the event that the number of Subject Stock Purchase Contracts is not a whole number, then the Issuer Trust and the Company shall be deemed to have canceled one Stock Purchase Contract (which shall not be a Subject Stock Purchase Contract) and, in place thereof the Company shall automatically issue (a) a Stock Purchase Contract representing the right to acquire a fractional interest in a share of Preferred Stock equal to the number of Subject Stock Purchase Contracts less the next lowest whole number (the “ Distribution Fractional Contract ”) and (b) a Stock Purchase Contract representing the right to acquire a fractional interest in a share

of Preferred Stock equal to 1 minus the fractional interest in a share of Preferred Stock which may be acquired pursuant to the Distribution Fractional Contract (the “ Retained Fractional Contract ,” and together with the Distribution Fractional Contract, the “ Fractional Contracts ”). The Distribution Fractional Contract shall be distributed to the Third-Party Agent in accordance with Section 4.9 of the Declaration of Trust. The Retained Fractional Contract shall be retained by the Issuer Trust. Each Fractional Contract shall (i) represent the right to acquire a fractional interest in a share of Preferred Stock as set forth in clauses (a) and (b) above, as applicable and (ii) have a Stated Amount that is equal to the fractional interest in a share of Preferred Stock that may be acquired pursuant to such Stock Purchase Contract multiplied by $100,000.

ARTICLE III

REMEDIES

Section 3.1 Unconditional Right of the Property Trustee to Receive Contract Payments and to Purchase Shares of Preferred Stock; Direct Action by Holders of Normal PPS or Stripped PPS.

The Property Trustee on behalf of the Issuer Trust shall have the right, which is absolute and unconditional, (i) subject to Article II, to receive each Contract Payment with respect to each Stock Purchase Contract on the respective Payment Date and (ii) except upon and following a Termination Event, to purchase a Pro Rata Interest in a share of Preferred Stock pursuant to such Stock Purchase Contract and, in each such case, to institute suit for the enforcement of any such right to receive Contract Payments and the right to purchase such Pro Rata Interest in a share of Preferred Stock, and such rights shall not be impaired without its consent. Up to and including the Stock Purchase Date, or the earlier termination of the Stock Purchase Contracts, any Holder shall have the right, upon default in the payment of any Contract Payment with respect to any Stock Purchase Contract on the respective Payment Date (subject to Article II), to institute a suit directly against the Company for enforcement of payment to such Holder of Contract Payments on Stock Purchase Contracts (or interests therein) having a Stated Amount equal to the aggregate Liquidation Amount (as defined in the Declaration of Trust) of the PPS held by such Holder.

Section 3.2 Restoration of Rights and Remedies.

If the Property Trustee on behalf of the Issuer Trust has instituted any proceeding to enforce any right or remedy under this Agreement and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Issuer Trust, then and in every such case, subject to any determination in such proceeding, the Company and the Issuer Trust shall be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Property Trustee on behalf of the Issuer Trust shall continue as though no such proceeding had been instituted.

Section 3.3 Rights and Remedies Cumulative.

No right or remedy herein conferred upon or reserved to the Property Trustee on behalf of the Issuer Trust is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 3.4 Delay or Omission Not Waiver.

No delay or omission of the Property Trustee to exercise any right upon a default or remedy upon a default shall impair any such right or remedy or constitute a waiver of any such right. Every right and remedy given by this Article III or by law to the Property Trustee may be exercised from time to time, and as often as may be deemed expedient, by the Property Trustee.

Section 3.5 Waiver of Stay or Extension Laws.

The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Agreement; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Property Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE IV

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 4.1 Covenant Not to Consolidate, Merge, Convey, Transfer or Lease Property Except under Certain Conditions.

The Company covenants that it will not consolidate with, convert into, or merge with and into, any other entity or sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any Person or entity, unless:

(a) the successor shall be a corporation organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such corporation shall expressly assume all the obligations of the Company under the Stock Purchase Contracts, this Agreement, the Collateral Agreement, the Declaration of Trust, the Indenture (including any supplement thereto), the Guarantee Agreement and the Remarketing Agreement by one or more supplemental agreements in form reasonably satisfactory to the Property Trustee, executed and delivered to the Property Trustee by such corporation;

(b) such successor corporation shall not, immediately after such consolidation, conversion, merger, sale, assignment, transfer, lease or conveyance, be in default of payment obligations under the Stock Purchase Contracts, this Agreement, the Collateral Agreement, the Declaration of Trust or the Remarketing Agreement or in material default in the performance of any other covenants under any of the foregoing agreements; and

(c) the successor entity shall have reserved sufficient authorized and unissued shares of preferred stock having substantially the same terms and conditions as the Preferred Stock such that the Issuer Trust will receive, on the Stock Purchase Date, shares of preferred stock having substantially the same rights as the Preferred Stock that the Issuer Trust would have received had such merger, consolidation or other transaction not occurred.

Section 4.2 Rights and Duties of Successor Corporation.

In case of any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance and upon any such assumption by a successor corporation in accordance with Section 4.1, such successor entity shall succeed to and be substituted for the Company with the same effect as if it had been named herein as the Company.

Section 4.3 Officers’ Certificate and Opinion of Counsel Given to Property Trustee.

The Property Trustee, subject to Section 4.1 and Section 4.2, shall receive an Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article IV and that all conditions precedent to the consummation of any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance have been met.

ARTICLE V

COVENANTS

Section 5.1 Performance under Stock Purchase Contracts.

The Company covenants and agrees for the benefit of the Issuer Trust that it will duly and punctually perform its obligations under the Stock Purchase Contracts in accordance with the terms of the Stock Purchase Contracts and this Agreement.

Section 5.2 Company to Reserve Preferred Stock.

The Company shall at all times prior to the Stock Purchase Date reserve and keep available, free from preemptive rights, out of its authorized but unissued Preferred Stock the full number of shares of Preferred Stock (or fractional interests therein) issuable against tender of payment for such shares of Preferred Stock (or fractional interests therein) in respect of all Stock Purchase Contracts.

Section 5.3 Covenants as to Preferred Stock.

The Company covenants that all shares of Preferred Stock (or fractional interests therein) that may be issued against tender of payment for such shares of Preferred Stock (or fractional interests therein) in respect of any Stock Purchase Contract will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable.

Section 5.4 Statements of Officers of the Company as to Default.

The Company will deliver to the Property Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers’ Certificate, stating whether or not to the knowledge of the signers thereof the Company is in default in the performance and observance of any of the terms, provisions and conditions hereof, and if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge.

* * * *

This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

I N W ITNESS W HEREOF , the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

Exhibit 99.3

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 Securities Registrar

and

SUNTRUST PREFERRED CAPITAL I,

acting through U.S. Bank National Association,

as Property Trustee

Dated as of June 26, 2009

T ABLE OF C ONTENTS

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AMENDED AND RESTATED COLLATERAL AGREEMENT , dated as of June 26, 2009, among S UN T RUST B ANKS , I NC . , a Georgia corporation (the “ Company ”), T HE B ANK OF N EW Y ORK M ELLON T RUST C OMPANY , 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 S UN T RUST P REFERRED C APITAL I , a Delaware statutory trust (the “ Issuer Trust ”), acting through U.S. B ANK N ATIONAL A SSOCIATION , not in its individual capacity but solely as Property Trustee on behalf of the Issuer Trust (in such capacity, the “ Property Trustee ”).

R ECITALS

The Company, The Bank of New York Mellon Trust Company (in its capacities as Collateral Agent, Custodial Agent, Securities Intermediary, and Securities Registrar), and the Issuer Trust acting through the Property Trustee, are parties to that certain Collateral Agreement dated as of October 25, 2006 (the “ Original Collateral Agreement ”).

The Company and the Issuer Trust (acting through the Property Trustee) are parties to the Amended and Restated Stock Purchase Contract Agreement, dated as of the date hereof (as may be further modified and supplemented and in effect from time to time, the “ Stock Purchase Contract Agreement ”), pursuant to which the Company has issued certain stock purchase contracts (each, a “ Stock Purchase Contract ”) to the Issuer Trust.

Each Stock Purchase Contract requires the Company to issue and sell, and the Property Trustee (on behalf of the Issuer Trust) to purchase, on the Stock Purchase Date (as defined in the Stock Purchase Contract Agreement), for an amount (the “ Purchase Price ”) equal to such Stock Purchase Contract’s Stated Amount (as defined in the Stock Purchase Contract Agreement), the Pro Rata Interest (as defined in the Stock Purchase Contract Agreement) in one share of the Company’s Perpetual Preferred Stock, Series B, $100,000 liquidation preference per share (the “ Preferred Stock ”).

Pursuant to the Declaration of Trust (as hereinafter defined), the Stock Purchase Contract Agreement and the Stock Purchase Contracts, the Issuer Trust acting through the Property Trustee, the Company, and The Bank of New York Mellon Trust Company (in its capacities as Collateral Agent, Custodial Agent, Securities Intermediary and Securities Registrar) are entering into this Agreement in order to amend in certain respects, and to restate in its entirety as so amended, the Original Collateral Agreement (as so amended and restated, this “ Agreement ”).

N OW , THEREFORE , THIS A MENDED AND R ESTATED C OLLATERAL A GREEMENT WITNESSETH : For and in consideration of the agreements and obligations set forth herein and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Company, the Collateral Agent, the Custodial Agent, the Securities Intermediary, the Securities Registrar and the Issuer Trust mutually agree as follows:

ARTICLE I

D EFINITIONS

Section 1.01 Definitions.

For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

(a) The terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular, and nouns and pronouns of the masculine gender include the feminine and neuter genders.

(b) The words “ herein ,” “ hereof ” and “ hereunder ” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision and references to any Article, Section or other subdivision are references to an Article, Section or other subdivision of this Agreement.

(c) The following terms that are defined in the UCC shall have the meanings set forth therein: “ certificated security ,” “ control ,” “ financial asset ,” “ financing statement ,” “ entitlement order ,” “ securities account, ” “ security entitlement ” and “ funds-transfer system ”.

(d) Capitalized terms used herein and not defined herein have the meanings assigned to them in the Declaration of Trust.

(e) The following terms have the meanings given to them in this Section 1.01(e):

“ Address for Notices ” has the meaning specified in Section 12.03.

“ Agreement ” means this Amended and Restated Collateral Agreement, as the same may be further amended, modified or supplemented from time to time.

“ Cash ” means any coin or currency of the United States as at the time shall be legal tender for payment of public and private debts.

“ Collateral ” means the collective reference to:

(1) the Collateral Account and all investment property and other financial assets from time to time credited to the Collateral Account and all security entitlements with respect thereto, including, without limitation, (A) the Notes, other than any Notes that are Transferred to (x) the Custodial Agent in accordance with Section 6.02 upon the Exchange of Normal PPS and Qualifying Treasury Securities for Stripped PPS and Capital PPS pursuant to Sections 5.13(a)(i), (b) and (c) of the Declaration of Trust from time to time or (y) the Remarketing Agent or the Custody Account in accordance with Section 8.02(b) upon a Successful Remarketing and (B) any Qualifying Treasury Securities and security entitlements thereto delivered from time to time upon the exchange of Normal PPS and Qualifying Treasury Securities for Stripped PPS and Capital PPS pursuant to Sections 5.13(a)(i), (b) and (c) of the Declaration of Trust and in accordance with Section 6.02;

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(2) all Qualifying Treasury Securities and security entitlements thereto purchased by the Collateral Agent with the Proceeds of Qualifying Treasury Securities pursuant to Section 6.05;

(3) the SunTrust Bank Deposit;

(4) all Proceeds of any of the foregoing (whether such Proceeds arise before or after the commencement of any proceeding under any applicable bankruptcy, insolvency or other similar law, by or against the Issuer Trust, as pledgor or with respect to the pledgor); and

(5) all powers and rights now owned or hereafter acquired under or with respect to the Collateral.

“ Collateral Account ” means the securities account of The Bank of New York Mellon Trust Company, as Collateral Agent, maintained by the Securities Intermediary and designated “The Bank of New York Mellon Trust Company, as Collateral Agent of SunTrust Banks, Inc., as pledgee of SunTrust Preferred Capital I, acting through U.S. Bank National Association, as Property Trustee.”

“ Collateral Agent ” means the Person named as the “Collateral Agent” in the first paragraph of this Agreement until a successor Collateral Agent shall have become such pursuant to the applicable provisions of this Agreement, and thereafter “Collateral Agent” shall mean such Person or any subsequent successor who is appointed pursuant to this Agreement.

“ Company ” means the Person named as the “Company” in the first paragraph of this Agreement until a successor shall have become such pursuant to the applicable provisions of the Stock Purchase Contract Agreement, and thereafter “Company” shall mean such successor.

“ Custodial Agent ” means the Person named as the “Custodial Agent” in the first paragraph of this Agreement until a successor Custodial Agent shall have become such pursuant to the applicable provisions of this Agreement, and thereafter “Custodial Agent” shall mean such Person or any subsequent successor who is appointed pursuant to this Agreement.

“ Custody Account ” means the securities account of The Bank of New York Mellon Trust Company, as Custodial Agent, designated “The Bank of New York Mellon Trust Company, as Custodial Agent for SunTrust Preferred Capital I.”

“ Custody Notes ” has the meaning specified in Section 4.01.

“ Declaration of Trust ” means the Amended and Restated Declaration of Trust, dated as of October 25, 2006, among the Company, as Sponsor, the Property Trustee, the Delaware Trustee and the Administrative Trustees (each as named therein), and the several Holders (as defined therein), as the same may be amended from time to time.

“ Exchange ” means an exchange of Normal PPS and Qualifying Treasury Securities for Stripped PPS and Capital PPS pursuant to Section 5.13(b) of the Declaration of Trust and Section 6.02 or an exchange of Stripped PPS and Capital PPS for Normal PPS and Qualifying Treasury Securities pursuant to Section 5.13(d) of the Declaration of Trust and Section 6.03.

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“ Final Dealer ” has the meaning specified in Section 6.05(a).

“ Indemnitees ” has the meaning specified in Section 10.08(b).

“ Issuer Trust ” has the meaning specified in the first paragraph of this Agreement.

“ Like Amount ” has the meaning specified in clause (b) of the definition of “Like Amount” as set forth in the Declaration of Trust.

“ Loss ” (and collectively, “ Losses ”) has the meaning specified in Section 10.08(b).

“ Market Disruption Event ” means (i) a general moratorium on commercial banking activities in New York declared by the relevant authorities or (ii) any material disruption of the U.S. government securities market or U.S. federal funds-transfer systems, written notification of which shall have been given to the Collateral Agent by any of the Administrative Trustees.

“ Notes ” means the Remarketable Junior Subordinated Notes due 2042 of the Company issued pursuant to the Indenture.

“ Notice of Contingent Disposition Election ” means a Notice of Contingent Disposition Election substantially in the form set forth on the reverse side of the form of Capital PPS Certificate, a copy of which is attached hereto as Exhibit C.

“ Notice of Contingent Exchange Election ” means a Notice of Contingent Exchange Election substantially in the form set forth on the reverse side of the form of Normal PPS Certificate, a copy of which is attached hereto as Exhibit A.

“ Obligations ” means all obligations and liabilities of the Issuer Trust and the Property Trustee on behalf of the Issuer Trust under each Stock Purchase Contract, the Stock Purchase Contract Agreement and this Agreement or any other document made, delivered or given in connection herewith or therewith, in each case whether on account of principal, interest (including, without limitation, interest accruing before and after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Property Trustee or the Issuer Trust, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Company or the Collateral Agent or the Securities Intermediary that are required to be paid by the Issuer Trust pursuant to the terms of any of the foregoing agreements).

“ Permitted Investments ” means any one of the following, in each case maturing on the Business Day following the date of acquisition:

(1) any evidence of indebtedness with an original maturity of 365 days or less issued, or directly and fully guaranteed or insured, by the United States of America or any agency or instrumentality thereof (provided that the full faith and credit of the United States of America is pledged in support of the timely payment thereof or such indebtedness constitutes a general obligation of it);

(2) deposits, certificates of deposit or acceptances with an original maturity of 365 days or less of any institution which is a member of the Federal Reserve System having combined capital and surplus and undivided profits of not less than $500 million at the time of deposit (and which may include the Collateral Agent);

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(3) investments with an original maturity of 365 days or less of any Person that are fully and unconditionally guaranteed by a bank referred to in clause (2);

(4) repurchase agreements and reverse repurchase agreements relating to marketable direct obligations issued or unconditionally guaranteed by the United States of America or issued by any agency thereof and backed as to timely payment by the full faith and credit of the United States of America;

(5) investments in commercial paper, other than commercial paper issued by the Company or its Affiliates, of any corporation incorporated under the laws of the United States of America or any State thereof, which commercial paper has a rating at the time of purchase at least equal to “A-1” by Standard & Poor’s Ratings Services (“ S&P ”) or at least equal to “P-1” by Moody’s Investors Service, Inc. (“ Moody’s ”); and

(6) investments in money market funds (including, but not limited to, money market funds managed by the Collateral Agent or an Affiliate of the Collateral Agent) registered under the Investment Company Act of 1940, as amended, rated in the highest applicable rating category by S&P or Moody’s.

“ Pledge ” means the lien and security interest created by this Agreement.

“ Pledged Notes ” means each Note deposited with the Collateral Agent pursuant to Section 6.01 or delivered to the Collateral Agent pursuant to Section 6.03, until such time as it is (i) released from the Pledge and delivered to the Custodial Agent pursuant to Section 6.02 or to the Remarketing Agent or the Custody Account pursuant to Section 8.02(b), or (ii) released from the Pledge, assigned (as applicable) and transferred or delivered to the Property Trustee on behalf of the Issuer Trust as provided in Section 2.04.

“ Pledged Treasury Securities ” means Qualifying Treasury Securities from time to time credited to the Collateral Account pursuant to Section 6.02 and not then released from the Pledge pursuant to Section 6.03, together with all Qualifying Treasury Securities purchased from time to time by the Collateral Agent with the Proceeds of maturing Pledged Treasury Securities pursuant to Section 6.05.

“ Preferred Stock ” has the meaning specified in the Recitals of this Agreement.

“ Proceeds ” has the meaning ascribed thereto in Section 9-102(a)(64) of the UCC and includes, without limitation, all interest, dividends, Cash, instruments, securities, financial assets and other property received, receivable or otherwise distributed upon the sale (including, without limitation, the Remarketing), exchange, collection or disposition of any financial assets from time to time held in the Collateral Account.

“ Property Trustee ” means the Person named as the “Property Trustee” in the first paragraph of this Agreement until a successor Property Trustee shall have become such pursuant to the applicable provisions of the Declaration of Trust, and thereafter “Property Trustee” shall mean such Person or any subsequent successor who is appointed pursuant to the Declaration of Trust.

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“ Purchase Price ” has the meaning specified in the Recitals of this Agreement.

“ Recombination Notice and Request ” means a Recombination Notice and Request substantially in the form set forth on the reverse side of the forms of Stripped PPS Certificate and Capital PPS Certificate, copies of which are attached hereto as Exhibits B and C respectively.

“ Reference Dealer ” means each of the U.S. government securities dealers listed on Schedule I hereto (including any successor thereto) and any other U.S. government securities dealers designated by the Collateral Agent (it being understood that the Collateral Agent may, but shall not be obligated, to designate any one or more such other U.S. government securities dealers); provided that if at any time fewer than three of the entities named on Schedule I are active U.S. government securities dealers and approved counterparties of The Bank of New York Mellon Trust Company, any of the Administrative Trustees may designate an additional U.S. government securities dealer as a Reference Dealer.

“ Retirement Date ” has the meaning specified in Section 4.9 of the Declaration of Trust.

“ Retirement Notice ” has the meaning specified in Section 4.9 of the Declaration of Trust.

“ Remarketing ” has the meaning specified in the Indenture.

“ Roll Date ” means, with respect to any Additional Distribution Date, the latest date prior to such Additional Distribution Date that is a maturity date of Qualifying Treasury Securities held in the Collateral Account.

“ Securities Intermediary ” means the Person named as the “Securities Intermediary” in the first paragraph of this Agreement until a successor Securities Intermediary shall have become such pursuant to the applicable provisions of this Agreement, and thereafter “Securities Intermediary” shall mean such Person or any subsequent successor who is appointed pursuant to this Agreement.

“ Securities Registrar ” means the Person named as the “Securities Registrar” in the first paragraph of this Agreement until a successor Securities Registrar shall have been appointed by the Company pursuant to the applicable provisions of the Declaration of Trust, and thereafter “Securities Registrar” shall mean such Person or any subsequent successor who is appointed pursuant to the Declaration of Trust by the Company.

“ Stock Purchase Contract ” has the meaning specified in the Recitals of this Agreement.

“ Stock Purchase Contract Agreement ” has the meaning specified in the Recitals of this Agreement.

“ Stripping Notice and Request ” means a Stripping Notice and Request substantially in the form set forth on the reverse side of the form of Normal PPS Certificate, a copy of which is attached hereto as Exhibit A.

“ Subject Normal PPS ” has the meaning set forth in Section 4.9 of the Declaration of Trust.

“ Successful ” has the meaning specified in the Indenture.

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“ SunTrust Bank Deposit ” has the meaning specified in the Stock Purchase Contract Agreement.

“ Termination Event ” has the meaning specified in the Stock Purchase Contract Agreement.

“ The Bank of New York Mellon Trust Company ” has the meaning specified in the first paragraph of this Agreement.

“Third Party Agent” has the meaning specified in Section 4.9 of the Declaration of Trust.

“ Trade Date ” means, with respect to each Roll Date, the Business Day immediately preceding such Roll Date.

“ Trades ” means the Treasury/Reserve Automated Debt Entry System maintained by the Federal Reserve Bank of New York pursuant to the Trades Regulations.

“ Trades Regulations ” means the regulations of the United States Department of the Treasury, published at 31 C.F.R. Part 357, as amended from time to time. Unless otherwise defined herein, all terms defined in the Trades Regulations are used herein as therein defined.

“ Transfer ” means (i) in the case of certificated securities in registered form, delivery as provided in Section 8-301(a) of the UCC, endorsed to the transferee or in blank by an effective endorsement, (ii) in the case of Qualifying Treasury Securities, registration of the transferee as the owner of such Qualifying Treasury Securities on Trades and (iii) in the case of security entitlements, including, without limitation, security entitlements with respect to Qualifying Treasury Securities, a securities intermediary indicating by book entry that such security entitlement has been credited to the transferee’s securities account.

“ UCC ” means the Uniform Commercial Code as in effect in the State of New York from time to time.

“ Value ” means, with respect to any item of Collateral on any date, as to (1) Cash, the face amount thereof, (2) Notes, the aggregate principal amount thereof and (3) Qualifying Treasury Securities, the aggregate principal amount thereof.

ARTICLE II

P LEDGE

Section 2.01 Pledge.

The Issuer Trust (acting through the Property Trustee) hereby pledges and grants to the Collateral Agent, as agent of and for the benefit of the Company, a continuing first priority security interest in and to, and a lien upon and right of set-off against, all of such Person’s right, title and interest in and to the Collateral to secure the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations. The Collateral Agent shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the UCC, in addition to, and not in limitation of, the other rights, remedies and recourses afforded to the Collateral Agent by this Agreement.

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Section 2.02 Control .

The Collateral Agent shall have control of the Collateral Account pursuant to the provisions of Article III.

Section 2.03 Termination.

This Agreement and the Pledge created hereby shall terminate upon the satisfaction of the Obligations. Upon receipt by the Collateral Agent from the Company of notice of such termination, the Collateral Agent shall, except as otherwise provided herein, Transfer and instruct the Securities Intermediary to Transfer the Collateral to or upon the order of the Property Trustee, free and clear of the Pledge created hereby.

Section 2.04 Partial Release for Subject Normal PPS.

In connection with the retirement of any Subject Normal PPS pursuant to Section 4.9 of the Declaration of Trust, the Company shall provide to the Collateral Agent, not less than three Business Days prior to the applicable Retirement Date (unless a shorter period shall be acceptable to the Collateral Agent), a copy of the Retirement Notice submitted by the Company to the Property Trustee in respect of such Subject Normal PPS. Upon receipt by the Collateral Agent on the Retirement Date of written confirmation from the Securities Registrar (as defined in the Stock Purchase Contract Agreement) as to its receipt of the Subject Normal PPS pursuant to such Retirement Notice, the Collateral Agent shall (i) release Pledged Notes of a Like Amount with respect to such Subject Normal PPS from the Pledge, and (ii) Transfer Pledged Notes to the Property Trustee for distribution by the Property Trustee to the Third Party Agent, all as contemplated in Section 4.9 of the Declaration of Trust.

ARTICLE III

C ONTROL

Section 3.01 Establishment of Collateral Account.

The Securities Intermediary hereby confirms that:

(a) the Securities Intermediary has established the Collateral Account;

(b) the Collateral Account is a securities account;

(c) subject to the terms of this Agreement, the Securities Intermediary shall identify in its records the Collateral Agent as the entitlement holder entitled to exercise the rights that comprise any financial asset credited to the Collateral Account;

(d) all property delivered to the Securities Intermediary pursuant to this Agreement or the Stock Purchase Contract Agreement, including any Permitted Investments purchased by the Securities Intermediary from the Proceeds of any Collateral, will be credited promptly to the Collateral Account; and

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(e) all securities or other property underlying any financial assets credited to the Collateral Account shall be (i) registered in the name of the Property Trustee and indorsed to the Securities Intermediary or in blank, (ii) registered in the name of the Securities Intermediary or the Collateral Agent or (iii) credited to another securities account maintained in the name of the Securities Intermediary. In no case will any financial asset credited to the Collateral Account be registered in the name of the Property Trustee or specially indorsed to the Property Trustee unless such financial asset has been further indorsed to the Securities Intermediary or in blank.

Section 3.02 Treatment as Financial Assets.

Each item of property (whether investment property, financial asset, security, instrument or Cash) credited to the Collateral Account shall be treated as a financial asset.

Section 3.03 Sole Control by Collateral Agent.

Except as provided in Section 8.01, at all times prior to the termination of the Pledge, the Collateral Agent shall have sole control of the Collateral Account, and the Securities Intermediary shall take instructions and directions with respect to the Collateral Account solely from the Collateral Agent. If at any time the Securities Intermediary shall receive an entitlement order issued by the Collateral Agent and relating to the Collateral Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Property Trustee or any other Person. Except with respect to any Pledged Notes that are released from the Pledge as provided in Section 2.04, or as otherwise permitted under this Agreement, until termination of the Pledge, the Securities Intermediary will not comply with any entitlement orders issued by the Property Trustee.

The Issuer Trust hereby irrevocably constitutes and appoints the Collateral Agent and the Company, with full power of substitution, as the Issuer Trust’s attorney-in-fact to take on behalf of, and in the name, place and stead of the Issuer Trust and the Holders, any action necessary or desirable to perfect and to keep perfected the security interest in the Collateral referred to in Section 2.01. The grant of such power-of-attorney shall not be deemed to require of the Collateral Agent any specific duties or obligations not otherwise expressly assumed by the Collateral Agent hereunder. Notwithstanding the foregoing, in no event shall the Collateral Agent or Securities Intermediary be responsible for the preparation or filing of any financing or continuation statements or responsible for maintenance or perfection of any security interest hereunder.

Section 3.04 Securities Intermediary’s Location.

The Collateral Account, and the rights and obligations of the Securities Intermediary, the Collateral Agent and the Property Trustee with respect thereto, shall be governed by the laws of the State of New York. Regardless of any provision in any other agreement, for purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction.

Section 3.05 No Other Claims.

Except for the claims and interest of the Collateral Agent and of the Issuer Trust in the Collateral Account, the Securities Intermediary (without having conducted any investigation) does not know of any claim to, or interest in, the Collateral Account or in any financial asset credited thereto. If any Person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Collateral Account or in any financial asset carried therein, the Securities Intermediary will promptly notify the Collateral Agent and the Property Trustee.

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Section 3.06 Investment and Release.

All Proceeds of financial assets from time to time deposited in the Collateral Account shall be invested and reinvested as provided in this Agreement. At no time prior to termination of the Pledge with respect to any particular property shall such property be released from the Collateral Account except in accordance with this Agreement or upon written instructions of the Collateral Agent.

Section 3.07 No Other Agreements.

The Securities Intermediary has not entered into, and prior to the termination of the Pledge will not enter into, any agreement with any other Person relating to the Collateral Account or any financial assets credited thereto, including, without limitation, any agreement to comply with entitlement orders of any Person other than the Collateral Agent.

Section 3.08 Powers Coupled with an Interest.

The rights and powers granted in this Article III to the Collateral Agent have been granted in order to perfect its security interests in the Collateral Account, are powers coupled with an interest and will be affected neither by the bankruptcy of the Property Trustee or the Issuer Trust nor by the lapse of time. The obligations of the Securities Intermediary under this Article III shall continue in effect until the termination of the Pledge with respect to any and all Collateral.

Section 3.09 Waiver of Lien; Waiver of Set-off.

The Securities Intermediary waives any security interest, lien or right to make deductions or set-offs that it may now have or hereafter acquire in or with respect to the Collateral Account, any financial asset credited thereto or any security entitlement in respect thereof. Neither the financial assets credited to the Collateral Account nor the security entitlements in respect thereof will be subject to deduction, set-off, banker’s lien or any other right in favor of any person other than the Company.

ARTICLE IV

C USTODY

Section 4.01 Appointment.

The Issuer Trust hereby appoints the Custodial Agent as Custodial Agent of the Issuer Trust to hold all of the Notes that are property of the Issuer Trust, other than the Pledged Notes (collectively, the “ Custody Notes ”), for the benefit of the Issuer Trust and for the purposes set forth herein, and the Custodial Agent hereby accepts such appointment under the terms and conditions set forth herein.

Section 4.02 Custody.

The Custodial Agent will hold the Custody Notes in the Custody Account. For the avoidance of doubt, the Custodial Agent shall segregate on its books and records the assets of the Issuer Trust from assets held by the Custodial Agent for other customers (including the Collateral) or for the

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Custodial Agent itself. The Custodial Agent shall only have the obligations expressly set forth herein and shall have no responsibility for monitoring compliance with the Declaration of Trust, the Stock Purchase Contract Agreement or any other agreement in connection therewith. The Custodial Agent shall accept the Transfer of Notes from the Collateral Agent from time to time pursuant to Section 6.02, deliver Notes to the Collateral Agent from time to time pursuant to Section 6.03 and deliver Notes to the Remarketing Agent on the Remarketing Settlement Date pursuant to Section 8.03.

Section 4.03 Termination of Custody Account.

Upon receipt by the Custodial Agent from the Company of notice of termination of this Agreement pursuant to Section 2.03, the Custodial Agent shall deliver the Custody Notes to the Property Trustee.

Section 4.04 Waiver of Lien; Waiver of Set-off.

The Custodial Agent waives any security interest, lien or right to make deductions or set-offs that it may now have or hereafter acquire in or with respect to the Custody Account, any financial asset credited thereto or any security entitlement in respect thereof. Neither the financial assets credited to the Custody Account nor the security entitlements in respect thereof will be subject to deduction, set-off, banker’s lien or any other right in favor of any Person other than the Issuer Trust.

ARTICLE V

D ISTRIBUTIONS ON C OLLATERAL AND

C USTODY N OTES

Section 5.01 Interest on Notes.

(a) The Collateral Agent shall transfer all interest received from time to time by the Collateral Agent on account of the Pledged Notes to the Paying Agent.

(b) The Custodial Agent shall transfer all interest received from time to time by the Custodial Agent on account of the Custody Notes to the Paying Agent.

Section 5.02 Payments Following Termination Event.

Following a Termination Event, written notice of which the Collateral Agent or the Custodial Agent, as the case may be, shall have received from the Company, the Property Trustee or any of the Administrative Trustees,

(a) the Collateral Agent shall cause the Securities Intermediary to Transfer (i) the Pledged Notes, (ii) the Pledged Treasury Securities and (iii) any Permitted Investments, including in each case any and all payments of principal or interest it receives in respect thereof, to the Property Trustee or its designee, free and clear of the Pledge created hereby; and

(b) the Custodial Agent shall Transfer the Custody Notes and any and all payments of principal or interest it receives in respect thereof to the Property Trustee or its designee.

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Section 5.03 Payments Prior to or on Stock Purchase Date.

(a) Except as provided in Section 5.03(c) and Section 6.05, if the Collateral Agent or the Custodial Agent, as the case may be, shall not have received from the Company, the Property Trustee or any of the Administrative Trustees notice of any Termination Event, all payments of principal received by the Collateral Agent or the Securities Intermediary in respect of (i) the Pledged Notes and (ii) the Pledged Treasury Securities shall be held until the Stock Purchase Date and an amount thereof equal to the Purchase Price under the Stock Purchase Contracts shall be transferred to the Company on the Stock Purchase Date as provided in Section 2.2 of the Stock Purchase Contract Agreement in satisfaction of the Issuer Trust’s obligation to pay such Purchase Price. Any balance remaining in the Collateral Account shall be released from the Pledge and Transferred to the Paying Agent, free and clear of the Pledge created thereby. The Company shall instruct the Collateral Agent in writing as to the Permitted Investments in which any payments received under this Section 5.03(a) (which, for purpose of confirmation, includes the excess Proceeds received under Section 6.05(b)) shall be invested; provided that if the Company fails to deliver such instructions by 10:30 A.M. (New York City time) on the day such payments are received by the Collateral Agent, the Collateral Agent shall invest such payments in the Permitted Investments as described in clause (6) of the definition of Permitted Investments. The Collateral Agent shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction. The Collateral Agent may conclusively rely on any written direction and shall bear no liability for any loss or other damage based on acting or omitting to act under this Section 5.03 (which, for purpose of confirmation, includes acting or omitting to act under Section 6.05(b) in respect of excess Proceeds referred to therein) pursuant to any direction of the Company or any investment in Permitted Investments as described in clause (6) of the definition of Permitted Investments as provided herein and neither the Collateral Agent nor the Securities Intermediary shall in any way be liable for the selection of Permitted Investments or by reason of any insufficiency in the Collateral Account resulting from any loss on any Permitted Investment included therein.

(b) All payments of principal received by the Custodial Agent in respect of the Custody Notes shall be transferred to the Paying Agent.

(c) All payments of principal received by the Collateral Agent or the Securities Intermediary in respect of (1) the Pledged Notes and (2) the Pledged Treasury Securities or security entitlements thereto, that, in each case, have been released from the Pledge pursuant hereto (other than Pledged Notes that upon such release shall have become Custody Notes in accordance with Section 6.03) shall be transferred to or in accordance with the written instructions of the Paying Agent.

Section 5.04 Payments to Property Trustee.

The Securities Intermediary and the Custodial Agent shall use commercially reasonable efforts to deliver payments to the Paying Agent or the Property Trustee as provided hereunder to the following account established by the Paying Agent or the Property Trustee, for credit to The Bank of New York Mellon Trust Company, N.A., ABA#021000018, A/C#111565, for further credit to TAS#351561, Ref: SunTrust Preferred Capital I, not later than 12:00 P.M. (New York City time) on the Business Day it receives such payment; provided that if such payment is required to be made on a day that is not a Business Day or after 11:00 A.M. (New York City time) on a Business Day, then it shall use commercially reasonable efforts to deliver such payment to the Paying Agent or the Property Trustee no later than 10:30 A.M. (New York City time) on the next succeeding Business Day.

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Section 5.05 Assets Not Properly Released.

If the Paying Agent or the Property Trustee shall receive any principal payments on account of financial assets credited to the Collateral Account and not released therefrom in accordance with this Agreement, the Paying Agent or the Property Trustee shall hold the same as trustee of an express trust for the benefit of the Company and, upon receipt of an Officers’ Certificate of the Company so directing, promptly deliver the same to the Securities Intermediary for credit to the Collateral Account or to the Company for application to the Obligations, and the Paying Agent or the Property Trustee shall acquire no right, title or interest in any such payments of principal amounts so received. Neither the Paying Agent nor the Property Trustee shall have any liability under this Section 5.05 unless and until it has been notified in writing that such payment was delivered to it erroneously and nor shall it have any liability for any action taken, suffered or omitted to be taken prior to its receipt of such notice.

ARTICLE VI

I NITIAL D EPOSIT ; E XCHANGE OF N ORMAL PPS AND

Q UALIFYING T REASURY S ECURITIES FOR S TRIPPED PPS AND C APITAL PPS; R EINVESTMENT OF

P ROCEEDS OF P LEDGED T REASURY S ECURITIES

Section 6.01 Initial Deposit of Notes.

(a) Prior to or concurrently with the execution and delivery of this Agreement, the Property Trustee shall Transfer to the Securities Intermediary, for credit to the Collateral Account, Notes having an aggregate principal amount of $501,000,000.

(b) The Collateral Agent shall, at any time or from time to time, at the written request of the Company, cause any or all securities or other property underlying any financial assets credited to the Collateral Account to be registered in the name of the Securities Intermediary, the Collateral Agent or their respective nominees; provided that unless any Event of Default (as defined in the Declaration of Trust) shall have occurred and be continuing, and in respect of which the Collateral Agent shall have received written notice from the Property Trustee or the Administrative Trustees, the Collateral Agent agrees not to cause any Notes to be so re-registered.

Section 6.02 Exchange of Normal PPS and Qualifying Treasury Securities for Stripped PPS and Capital PPS.

(a) On each occasion on which a Holder of Normal PPS exercises its rights pursuant to Sections 5.13(a)(i), (b) and (c) of the Declaration of Trust to exchange Normal PPS and Qualifying Treasury Securities for Stripped PPS and Capital PPS by, during any Exchange Period:

(i) depositing with the Collateral Agent the treasury security that is the Qualifying Treasury Security on the date of deposit, in the principal amount of $1,000 for each Normal PPS being Exchanged;

(ii) Transferring the Normal PPS being Exchanged to the Securities Registrar; and

(iii) delivering a duly executed and completed Stripping Notice and Request to the Securities Registrar and Collateral Agent (x) stating that the Holder has deposited the appropriate Qualifying Treasury Securities with the Collateral Agent for deposit in the Collateral Account,

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(y) stating that the Holder is Transferring the related Normal PPS to the Securities Registrar in connection with an Exchange of such Normal PPS and Qualifying Treasury Securities for a Like Amount of Stripped PPS and Capital PPS, and (z) requesting the delivery to the Holder of such Stripped PPS and Capital PPS,

the Collateral Agent shall, upon the deposit and Transfer pursuant to clauses (i) and (ii) and receipt of the notice and request referred to in clause (iii), (w) be deemed to accept the Qualifying Treasury Securities deposited pursuant to clause (i) as Collateral subject to the Pledge, (x) release Pledged Notes of a Like Amount from the Pledge, (y) Transfer such Pledged Notes to the Custodial Account free and clear of the Company’s security interest therein, and (z) confirm to the Property Trustee in writing that such release and Transfer has occurred. The Custodial Agent shall continue to hold such Notes as Custody Notes pursuant to Article IV.

(b) The Securities Registrar, pursuant to the procedures provided for in Section 5.11 of the Declaration of Trust dealing with increasing and decreasing the number of Trust Preferred Securities evidenced by Book-Entry Trust Preferred Securities Certificates, shall cancel the number of Normal PPS Transferred pursuant to Section 6.02(a) and deliver a Like Amount of Stripped PPS and Capital PPS to the Holder, all by making appropriate notations on the Book-Entry Trust Preferred Securities Certificates of the appropriate Class.

(c) The substitution of Qualifying Treasury Securities, or security entitlements thereto, for financial assets held in the Collateral Account pursuant to this Section 6.02, shall not constitute a novation of the security interest created hereby.

Section 6.03 Exchange of Stripped PPS and Capital PPS for Normal PPS and Qualifying Treasury Securities.

(a) On each occasion on which a Holder of Stripped PPS and Capital PPS exercises its rights pursuant to Sections 5.13(d) of the Declaration of Trust to exchange Stripped PPS and Capital PPS for Normal PPS and Qualifying Treasury Securities by, during any Exchange Period, Transferring the Stripped PPS and the Capital PPS being Exchanged to the Securities Registrar and delivering a duly executed and completed Recombination Notice and Request to the Securities Registrar and Collateral Agent (x) stating that the Holder is Transferring the related Stripped PPS and Capital PPS to the Securities Registrar in connection with the Exchange of such Stripped PPS and Capital PPS for a Like Amount of each of Normal PPS and Pledged Treasury Securities, (y) requesting the Collateral Agent to release from the Pledge and deliver to the Holder Pledged Treasury Securities in a principal amount equal to the Liquidation Amount of each of the Stripped PPS and Capital PPS being exchanged, and (z) requesting the Securities Registrar to deliver to the Holder Normal PPS of a Like Amount.

(b) Upon the Transfer pursuant to Section 6.03(a) and receipt of the notice and request referred to in Section 6.03(a):

(i) the Custodial Agent will Transfer a Like Amount of Notes from the Custody Account to the Collateral Account in substitution for such Pledged Treasury Securities;

(ii) the Collateral Agent will be deemed to accept the Notes Transferred by the Custodial Agent pursuant to clause (i) as Collateral subject to the Pledge;

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(iii) the Collateral Agent will release Pledged Treasury Securities of a Like Amount from the Pledge and deliver such Qualifying Treasury Securities to the Holder free and clear of the Company’s security interest therein, and confirm in writing to the Property Trustee that such release and Transfer has occurred; and

(iv) the Securities Registrar, pursuant to the procedures provided for in Section 5.11 of the Declaration of Trust dealing with increasing and decreasing the number of Trust Preferred Securities evidenced by Book-Entry Trust Preferred Securities Certificates, shall cancel the number of Stripped PPS and Capital PPS delivered pursuant to Section 6.03(a) and deliver a Like Amount of Normal PPS to the Holder, all by making appropriate notations on the Book-Entry Trust Preferred Securities Certificates of the appropriate Class.

(c) The substitution of Notes for financial assets held in the Collateral Account pursuant to this Section 6.03, shall not constitute a novation of the security interest created hereby.

Section 6.04 Termination Event.

(a) Upon receipt by the Collateral Agent of written notice from the Company, the Property Trustee or any of the Administrative Trustees of the Issuer Trust that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer:

(i) any Pledged Notes;

(ii) the Proceeds of the SunTrust Bank Deposit; and

(iii) any Pledged Treasury Securities,

to the Property Trustee, free and clear of the Pledge created hereby.

(b) If such Termination Event shall result from the Company’s becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided by this Section 6.04, the Property Trustee or any of the Administrative Trustees shall:

(i) use its best efforts to obtain an opinion of a nationally recognized law firm to the effect that, notwithstanding the Company being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 6.04 and shall deliver or cause to be delivered such opinion to the Collateral Agent within ten calendar days after the occurrence of such Termination Event, and if (A) the Property Trustee or any of the Administrative Trustees shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.04, then the Property Trustee shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the

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release and Transfer of all Pledged Notes, Pledged Treasury Securities, Permitted Investments, the SunTrust Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.04; or

(ii) commence an action or proceeding like that described in Section 6.04(b)(i) hereof within ten days after the occurrence of such Termination Event.

Section 6.05 Reinvestment of Proceeds of Pledged Treasury Securities.

(a) At or about 11:00 A.M., New York City time, on each Trade Date, the Collateral Agent shall select at least three Reference Dealers (including at least three Reference Dealers named on Schedule I hereto or named by any of the Administrative Trustees as replacements therefor who are approved counterparties of The Bank of New York Mellon Trust Company) and request each of them to provide a commitment (which may be oral if promptly confirmed in writing by facsimile or e-mail), satisfactory in form to the Collateral Agent, to the effect that if selected as the Final Dealer, such Reference Dealer shall sell to the Collateral Agent, for delivery against payment on the immediately succeeding Roll Date, an aggregate principal amount of the U.S. treasury security that is the Qualifying Treasury Security on such Roll Date equal to the aggregate principal amount of Qualifying Treasury Securities held in the Collateral Account on such Trade Date. If the Collateral Agent shall have received at least two firm offers, it shall select the lowest offer and the Reference Dealer providing the lowest offer shall be the “ Final Dealer ”; provided that if two or more Reference Dealers have provided identical lowest offers, the Collateral Agent shall select any of these Reference Dealers as the Final Dealer in its absolute discretion. The Final Dealer shall be obligated to sell to the Collateral Agent, for Cash on the Roll Date, the aggregate principal amount of the U.S. treasury security specified in such offer. If the Collateral Agent determines that (i) a Market Disruption Event has occurred or (ii) fewer than two Reference Dealers have provided firm offers in a timely manner meeting the foregoing requirements, the steps contemplated above shall be taken on each succeeding Business Day on which the Collateral Agent determines that no Market Disruption Event has occurred until at least two Reference Dealers have provided such offers, except that the Collateral Agent shall request offers from the Reference Dealers for same day settlement. The Collateral Agent shall use reasonable care in administering the foregoing procedures and shall have no liability in connection therewith to the Issuer Trust, the Property Trustee, the Company or any other Person in the absence of gross negligence or willful misconduct. All determinations regarding whether a Market Disruption Event has occurred shall be made by the Collateral Agent in its sole discretion.

(b) On each Roll Date (or, if no Final Dealer shall have been selected on the Trade Date, on the date that the Final Dealer is selected), the Collateral Agent shall instruct the Securities Intermediary to apply the Proceeds of the U.S. treasury securities held in the Collateral Account to the purchase price of the Qualifying Treasury Securities, which shall be deposited in the Collateral Account, and to apply the excess of such Proceeds over the purchase price of the Qualifying Treasury Securities to purchase Permitted Investments for deposit in the Collateral Account.

(c) On each Additional Distribution Date, if the Qualifying Treasury Securities shall have been purchased and deposited in the Collateral Account, the Collateral Agent shall liquidate the Permitted Investments in the Collateral Account and direct the Securities Intermediary to pay the Proceeds to the Payment Account.

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Section 6.06 Application of Proceeds in Settlement of Stock Purchase Contracts.

(a) The Issuer Trust (acting through the Property Trustee) agrees to pay the purchase price under the Stock Purchase Contracts on the Stock Purchase Date from the Proceeds of the Qualifying Treasury Securities held in the Collateral Account and the SunTrust Bank Deposit (or in the circumstances set forth in the Stock Purchase Contract Agreement, by assignment thereof). Without receiving any further instruction from the Property Trustee, the Collateral Agent shall, in settlement of such Stock Purchase Contracts on the Stock Purchase Date, (i) instruct the Securities Intermediary to remit Proceeds of the Qualifying Treasury Securities to the Company and (ii) instruct SunTrust Bank to pay the Proceeds of the SunTrust Bank Deposit to the Company in an amount equal to the excess of the Purchase Price over the amount of the Proceeds of the Qualifying Treasury Securities.

(b) In the event of a Failed Remarketing, the Collateral Agent, for the benefit of the Company, will, at the written instruction of the Company, deliver or dispose of the Pledged Notes in accordance with the Company’s written instructions to satisfy in full, from any such disposition or retention, the obligations of the Issuer Trust to pay the purchase price for the shares of Preferred Stock to be issued under the Stock Purchase Contracts to the extent not paid from the Proceeds of the Qualifying Treasury Securities held in the Collateral Account.

(c) Thereafter, the Collateral Agent shall promptly remit the Proceeds of the Qualifying Treasury Securities held in the Collateral Account in excess of the aggregate purchase price for the shares of Preferred Stock to be issued under such Stock Purchase Contracts to the Property Trustee or to the Paying Agent on behalf of the Property Trustee for deposit into the Payment Account.

ARTICLE VII

V OTING R IGHTS — N OTES

Section 7.01 Voting Rights.

The Property Trustee on behalf of the Issuer Trust may, subject to the Declaration of Trust, exercise, or refrain from exercising, any and all voting and other consensual rights pertaining to the Notes or any part thereof for any purpose not inconsistent with the terms of this Agreement and in accordance with the terms of the Stock Purchase Contract Agreement; provided , however , that the Property Trustee shall not exercise or shall not refrain from exercising such right with respect to any Notes, if, in the reasonable judgment of the Property Trustee, such action would impair or otherwise have a material adverse effect on the value of all or any of the Notes; and provided , further , that the Property Trustee shall give the Company, the Collateral Agent and the Custodial Agent, at least five Business Days’ prior written notice of the manner in which it intends to exercise, or its reasons for refraining from exercising, any such right. Upon receipt of any notices and other communications in respect of any Notes, including notice of any meeting at which holders of the Notes are entitled to vote or solicitation of consents, waivers or proxies of holders of the Notes, the Collateral Agent and the Custodial Agent shall use reasonable efforts to send promptly to the Property Trustee such notice or communication, and as soon as reasonably practicable after receipt of a written request therefor from the Property Trustee, execute and deliver to the Property Trustee such proxies and other instruments in respect of such Notes (in form and substance satisfactory to the Collateral Agent or the Custodial Agent, as the case may be) as are prepared by the Company and delivered to the Property Trustee with respect to the Notes.

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ARTICLE VIII

R IGHTS AND R EMEDIES

Section 8.01 Rights and Remedies of the Collateral Agent.

(a) In addition to the rights and remedies specified in Section 6.04 or otherwise available at law or in equity, after an event of default (as specified in Section 8.01(b)) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the Trades Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1) retention of the Pledged Notes or the Pledged Treasury Securities in full satisfaction of the Issuer Trust’s or the Property Trustee’s obligations under the Stock Purchase Contracts and the Stock Purchase Contract Agreement or (2) sale of the Pledged Notes or the Pledged Treasury Securities in one or more public or private sales as permitted by applicable law.

(b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent, in the event the Company is unable to make payments from amounts transferred or transferable to the Company on account of the principal payments of any Pledged Treasury Securities as provided in Article V, in satisfaction of the Obligations of the Issuer Trust under the Stock Purchase Contracts, the inability to make such payments shall constitute an event of default hereunder and the Collateral Agent shall have and may exercise, with reference to such Pledged Treasury Securities any and all of the rights and remedies available to a secured party under the UCC and the Trades Regulations after default by a debtor, and as otherwise granted herein or under any other law.

(c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent, the Collateral Agent is hereby irrevocably authorized to receive and collect all payments of (i) the principal amount of, and any interest on, the Pledged Notes and (ii) the principal amount of, and any interest on, the Pledged Treasury Securities, subject, in each case, to the provisions of Article V, and as otherwise granted herein.

(d) The Property Trustee agrees that, from time to time, upon the written request of the Company or the Collateral Agent (acting upon the request of the Company), the Property Trustee shall execute and deliver such further documents and do such other acts and things as the Company or the Collateral Agent (acting upon the request of the Company) may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder; provided that, in no event shall the Property Trustee be responsible for the preparation (other than execution upon the request of the Company) or filing of any financing or continuation statements. In the absence of bad faith, the Property Trustee shall have no liability to the Company or the Collateral Agent (acting upon the request of the Company) for executing any documents or taking any such acts requested by the Company or the Collateral Agent (acting upon the request of the Company) hereunder.

Section 8.02 Remarketing; Contingent Exchange Elections by Holder of Normal PPS.

(a) In the event a Holder of Normal PPS exercises its rights pursuant to Sections 5.14(a)(i), (b) and (e) of the Declaration of Trust to contingently exchange Normal PPS and Qualifying Treasury Securities for Stripped PPS and Capital PPS in connection with any Remarketing by,

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(i) during the period that commences with the Collateral Agent’s and the Securities Registrar’s opening of normal business hours on the tenth Business Day immediately preceding the first day of a Remarketing Period and ending at 3:00 P.M., New York City time, on the second Business Day immediately preceding the first day of such Remarketing Period, Transferring the Normal PPS that are the subject of such Contingent Exchange Election to the Securities Registrar, accompanied by a duly executed and completed Notice of Contingent Exchange Election; and

(ii) not later than 3:00 P.M., New York City time, on the second Business Day immediately preceding the first day of such Remarketing Period, depositing with the Collateral Agent the treasury security that is the Qualifying Treasury Security on the date of deposit, in the amount of $1,000 for each Normal PPS that is subject to the Contingent Exchange Election,

the Collateral Agent shall, upon the Transfer and receipt of the duly executed and completed Notice of Contingent Exchange Election pursuant to clause (i) and the deposit referred to in clause (ii), notify the Remarketing Agent not later than 11:00 A.M., New York City time, on the Business Day immediately preceding the first day of each Remarketing Period of the aggregate principal amount of Pledged Notes with respect to which elections have been validly made pursuant to this Section 8.02(a).

(b) Upon the receipt of notice from the Remarketing Agent that the Remarketing has been Successful, on the Remarketing Settlement Date,

(i) the Collateral Agent shall (A) instruct the Securities Intermediary to release from the Pledge and deliver to the Remarketing Agent the Pledged Notes for which no election has been validly made pursuant to Section 8.02(a), free and clear of the Company’s security interest therein, against delivery by the Remarketing Agent of Qualifying Treasury Securities purchased with the net Proceeds of the sale of such Pledged Notes in the Remarketing for deposit in the Collateral Account, (B) instruct the Securities Intermediary to release from the Pledge and (C) Transfer to the Custody Account the Pledged Notes for which an election has been validly made pursuant to Section 8.02(a), free and clear of the Company’s security interest therein, upon delivery by the Collateral Agent to the Securities Intermediary for deposit into the Collateral Account the Qualifying Treasury Securities to be deposited in connection with such elections, and confirm to the Property Trustee in writing that such instructions have been delivered;

(ii) the Securities Intermediary will (A) release the Pledged Notes from the Pledge, Transfer such Pledged Notes, free and clear of the Pledge, (x) to the Remarketing Agent in the case of Pledged Notes for which no election has been validly made pursuant to Section 8.02(a) and (y) to the Custody Account in the case of Pledged Notes for which an election has been validly made pursuant to Section 8.02(a), (B) deposit in the Collateral Account as Pledged Treasury Securities the Qualifying Treasury Securities deposited with the Collateral Agent pursuant to Section 8.02(a) or delivered by the Remarketing Agent and (C) confirm to the Property Trustee in writing that such release, Transfer and deposit have occurred;

(iii) the Custodial Agent shall hold such Notes delivered to it pursuant to clause (ii)(y) of this Section 8.02(b) in the Custody Account; and

(iv) the Securities Registrar shall cancel the number of Normal PPS Transferred pursuant to Section 8.02(a) and deliver a Like Amount of Capital PPS and Stripped PPS to the Holder in accordance with the procedures provided for in Section 5.14 of the Declaration of Trust.

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(c) Upon the receipt of notice from the Remarketing Agent that the Remarketing has not been Successful:

(i) as soon as reasonably practicable after the Remarketing, the Collateral Agent will deliver back to such Holder the Qualifying Treasury Securities delivered by such Holder to the Collateral Agent pursuant to Section 8.02(a); and

(ii) the Securities Registrar will disregard the delivery by such Holder of Normal PPS pursuant to Section 8.02(a), with the consequence that such Holder shall be deemed to continue to hold such Normal PPS.

(d) The substitution of Qualifying Treasury Securities, or security entitlements thereto, for financial assets held in the Collateral Account pursuant to this Section 8.02, shall not constitute a novation of the security interest created hereby.

Section 8.03 Contingent Disposition Election by Holder of Capital PPS.

(a) In the event a Holder of Capital PPS exercises its rights pursuant to Sections 5.14(a)(ii), (b), (f) and (g) of the Declaration of Trust to contingently dispose of Capital PPS in connection with any Remarketing by, during the period that commences with the Custodial Agent’s and Securities Registrar’s opening of normal business hours on the tenth Business Day immediately preceding the first day of a Remarketing Period and ending at 3:00 P.M., New York City time, on the second Business Day immediately preceding the first day of such Remarketing Period, Transferring the Capital PPS that are the subject of such Contingent Disposition Election to the Securities Registrar and delivering a duly completed Notice of Contingent Disposition Election to the Securities Registrar and Custodial Agent, the Custodial Agent shall, upon such Transfer and receipt of such notice, notify the Remarketing Agent not later than 11:00 A.M., New York City time, on the Business Day immediately preceding the first day of each Remarketing Period of the aggregate principal amount of Custody Notes with respect to which elections have been validly made pursuant to this Section 8.03(a).

(b) If the Custodial Agent is notified by the Remarketing Agent that the related Remarketing is Successful:

(i) the Securities Registrar shall cancel the number of Capital PPS Transferred pursuant to Section 8.03(a) in accordance with the procedures provided for in Section 5.11 of the Declaration of Trust;

(ii) the Custodial Agent shall deliver Custody Notes in the aggregate principal amount with respect to which elections have been validly made pursuant to Section 8.03(a) to the Remarketing Agent on the Remarketing Settlement Date; and

(iii) on or promptly after the Remarketing Settlement Date, the Custodial Agent will pay to the Property Trustee the net Proceeds of the Custody Notes received from the Remarketing Agent.

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(c) If the Custodial Agent is notified by the Property Trustee or the Remarketing Agent that the related Remarketing is not Successful, the Securities Registrar will disregard the delivery by such Holder of Capital PPS pursuant to Section 8.03(a), with the consequence that such Holder shall continue to hold such Capital PPS.

(d) None of the Collateral Agent, the Securities Intermediary, the Custodial Agent, the Securities Registrar, the Property Trustee, the Company or the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of Notes for Remarketing.

ARTICLE IX

R EPRESENTATIONS AND W ARRANTIES ; C OVENANTS

Section 9.01 Representations and Warranties.

The Property Trustee on behalf of the Issuer Trust hereby represents and warrants to the Collateral Agent that:

(a) the Property Trustee on behalf of the Issuer Trust has the power to grant a security interest in and lien on the Collateral; and

(b) the Property Trustee on behalf of the Issuer Trust is the sole beneficial owner of the Collateral and, in the case of Collateral delivered in physical form, is the sole holder of such Collateral and is the sole beneficial owner of, or has the right to Transfer, the Collateral it Transfers to the Collateral Agent for credit to the Collateral Account, free and clear of any security interest, lien, encumbrance, call, liability to pay money or other restriction other than the security interest and lien granted under Article II hereof.

Section 9.02 Covenants.

The Property Trustee on behalf of the Issuer Trust hereby covenants to the Collateral Agent that for so long as the Collateral remains subject to the Pledge:

(a) it will not create or purport to create or allow to subsist any mortgage, charge, lien, pledge or any other security interest whatsoever over the Collateral or any part of it other than pursuant to this Agreement; and

(b) it will not sell or otherwise dispose (or attempt to dispose) of the Collateral or any part of it except in accordance with the terms of this Agreement.

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ARTICLE X

T HE C OLLATERAL A GENT , T HE C USTODIAL A GENT , T HE S ECURITIES I NTERMEDIARY

AND T HE S ECURITIES R EGISTRAR

It is hereby agreed as follows:

Section 10.01 Appointment, Powers and Immunities.

The Collateral Agent and the Securities Intermediary shall act as agents for the Company hereunder with such powers as are specifically vested in the Collateral Agent or the Securities Intermediary, as the case may be, by the terms of this Agreement and the Collateral Agent and the Securities Intermediary owe no duties, fiduciary or otherwise, to any other Person except as provided by applicable law. The Custodial Agent and the Securities Registrar shall act as agents for the Property Trustee hereunder with such powers as are specifically vested in the Custodial Agent or the Securities Registrar, as the case may be, by the terms of this Agreement and, in the case of the Securities Registrar, the Declaration of Trust and the Custodial Agent and the Securities Registrar owe no duties, fiduciary or otherwise, to any other Person except as provided by applicable law. The Collateral Agent, the Custodial Agent, the Securities Intermediary and the Securities Registrar shall:

(a) have no duties or responsibilities except those expressly set forth in this Agreement and no implied covenants or obligations shall be inferred from this Agreement against the Collateral Agent, the Custodial Agent, the Securities Intermediary and the Securities Registrar, nor shall the Collateral Agent, the Custodial Agent, the Securities Intermediary and the Securities Registrar be bound by the provisions of any agreement by any party hereto beyond the specific terms hereof;

(b) not be responsible for any recitals contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by it under, this Agreement, the Trust Preferred Securities or the Stock Purchase Contract Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement (other than as against the Collateral Agent, the Custodial Agent or the Securities Registrar, as the case may be), the Trust Preferred Securities, any Collateral or the Stock Purchase Contract Agreement or any other document referred to or provided for herein or therein or for any failure by the Company or any other Person (except the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar, as the case may be) to perform any of its obligations thereunder or hereunder or for the validity, perfection, enforceability, priority or, except as expressly required hereby, maintenance of any security interest created hereunder;

(c) not be required to initiate or conduct any litigation or collection efforts or proceedings hereunder (except pursuant to directions furnished under Section 10.02, subject to Section 10.08);

(d) not be responsible for the exercise of any of the rights and remedies (at the direction of the Property Trustee or the Holders of the PPS, or otherwise) upon a default or event of default under the Indenture;

(e) not be responsible for any action taken, suffered or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith or therewith, except for its own gross negligence or willful misconduct; and

(f) not be required to advise any party as to selling or retaining, or taking or refraining from taking any action with respect to, any securities or other property deposited hereunder.

Subject to the foregoing, during the term of this Agreement, the Collateral Agent, the Securities Intermediary, the Custodial Agent and Securities Registrar shall take all reasonable action in connection with the safekeeping and preservation of the Collateral and the Custody Notes hereunder as determined by industry standards.

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No provision of this Agreement shall require the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder. In no event shall the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar be liable for any amount in excess of the Value of the Collateral and the Custody Notes.

Section 10.02 Instructions of the Company.

The Company shall have the right, by one or more written instruments executed and delivered to the Collateral Agent, to direct the time, method and place of conducting any proceeding for the realization of any right or remedy available to the Collateral Agent, or of exercising any power conferred on the Collateral Agent, or to direct the taking or refraining from taking of any action authorized by this Agreement; provided that (i) such direction shall not conflict with the provisions of any law or of this Agreement or involve the Collateral Agent in personal liability and (ii) the Collateral Agent shall be indemnified as provided herein. Nothing contained in this Section 10.02 shall impair the right of the Collateral Agent in its discretion to take any action or omit to take any action which it deems proper and which is not inconsistent with such direction. None of the Collateral Agent, the Custodial Agent or the Securities Registrar has any obligation or responsibility for determining the necessity of filing or to file or monitor the filing of UCC financing statements or other UCC statements.

Section 10.03 Reliance by Collateral Agent, Custodial Agent, Securities Intermediary and Securities Registrar.

Each of the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar shall be entitled to rely conclusively upon any certification, order, judgment, opinion, notice or other written or telephonic communication (including, without limitation, any thereof by e-mail or similar electronic means, telecopy, telex or facsimile) believed by it to be genuine and to have been signed or sent by or on behalf of the proper Person or Persons (without being required to determine the correctness of any fact stated therein). Each of the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar may consult with legal counsel or other experts of its selection and the advice, opinions and statements of such legal counsel and other experts and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. As to any matters not expressly provided for by this Agreement, the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar shall in all cases be fully protected in acting, suffering, or in refraining from acting, hereunder in accordance with instructions given by the Company or the Property Trustee in accordance with this Agreement. In the event any instructions are given (other than in writing at the time of the execution of the Agreement), whether in writing, by telecopier or otherwise, the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar are authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II hereto, and the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar may rely upon the confirmations of anyone purporting to be the Person or Persons so designated. The persons and telephone numbers for call-backs may be changed only in writing actually received and acknowledged by the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar.

It is understood that the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Company or the Property Trustee to identify (i) the

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beneficiary, (ii) the beneficiary’s bank, or (iii) an intermediary bank. The Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar may apply any of the deposited funds for any payment order it executes using any such identifying number, even where its use may result in a Person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank, or an intermediary bank, designated by the Company or the Property Trustee; provided that payment is made and confirmed to the account as specified by the Company or the Property Trustee, as the case may be.

Section 10.04 Certain Rights.

(a) Whenever in the administration of the provisions of this Agreement the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering or omitting to take any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of bad faith on the part of the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar, be deemed to be conclusively proved and established by a certificate signed by one of the Company’s officers, and delivered to the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar and such certificate, in the absence of bad faith on the part of the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar, shall be full warrant to the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar for any action taken, suffered or omitted by any of them under the provisions of this Agreement in reliance thereon.

(b) The Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or document.

(c) None of the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar shall be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God, earthquakes, fires, floods, terrorism, wars, civil or military disturbances, sabotage, epidemics, riots, interruptions, loss or malfunctions of utilities, computer (hardware or software) or communication services, accidents, labor disputes, acts of civil or military authority and governmental action.

(d) The Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar may request that the Company and the Property Trustee each deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Agreement, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

(e) The permissive right of the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar to take or refrain from taking any actions enumerated in this Agreement shall not be construed as a duty;

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(f) None of the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar shall be liable for any error of judgment made in good faith, unless it shall have been grossly negligent in ascertaining the pertinent facts.

(g) The Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar shall have no liability whatsoever for the action or inaction of any Clearing Agency or any book-entry system thereof. In no event shall any Clearing Agency or any book-entry system thereof be deemed an agent or subcustodian of the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar. Unless and until Definitive Trust Preferred Securities Certificates have been issued to Owners pursuant to Section 5.15 of the Declaration of Trust, the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar shall be entitled to deal with the Clearing Agency for all purposes of this Agreement (including the receipt or transfer of any funds hereunder) as the Holder of the Trust Preferred Securities, shall have no obligation to the Owners and the rights of the Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreement between such Owners and the Issuer Trust or the Clearing Agency Participants. The provisions of Sections 5.6 and 5.11 of the Declaration of Trust are hereby made applicable to the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar, mutatis mutandis, as if they were the Securities Registrar as referred to therein.

(h) The Securities Registrar shall also have all of the rights, privileges, protections, immunities and benefits given to the Securities Registrar under the Declaration of Trust, including its right to be indemnified. In the event of any conflict between any of the provisions of the Declaration of Trust and this Agreement with respect to any of such rights, privileges, protections, immunities and benefits, the provisions of this Agreement shall govern and control and supersede such other provisions.

Section 10.05 Merger, Conversion, Consolidation or Succession to Business.

Any Person into which the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar shall be a party, or any Person succeeding to all or substantially all of the corporate trust business of the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar shall be the successor of the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding.

Section 10.06 Rights in Other Capacities.

The Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar and their Affiliates may (without having to account therefor to the Company) accept deposits from, lend money to, make their investments in and generally engage in any kind of banking, trust or other business with the Issuer Trust, any other Person interested herein and any Holder of Trust Preferred Securities (and any of their respective subsidiaries or Affiliates) as if it were not acting as the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar, as the case may be, and the Collateral Agent, the Securities Intermediary, the Custodial Agent, the Securities Registrar and their Affiliates may accept fees and other consideration from the Issuer Trust, any other Person interested herein and any Holder of Trust Preferred Securities without having to account for the same to the

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Company; provided that each of the Securities Registrar, the Securities Intermediary, the Custodial Agent and the Collateral Agent covenants and agrees with the Company that it shall not accept, receive or permit there to be created in favor of itself and shall take no affirmative action to permit there to be created in favor of any other Person, any security interest, lien or other encumbrance of any kind in or upon the Collateral other than the lien created by the Pledge.

Section 10.07 Non-reliance on Collateral Agent, the Securities Intermediary, the Custodial Agent and Securities Registrar.

None of the Securities Registrar, the Securities Intermediary, the Custodial Agent or the Collateral Agent shall be required to keep itself informed as to the performance or observance by the Issuer Trust or any Holder of Trust Preferred Securities of this Agreement, the Stock Purchase Contract Agreement, the Trust Preferred Securities or any other document referred to or provided for herein or therein or in connection herewith or therewith or to inspect the properties or books of the Issuer Trust or any Holder of Trust Preferred Securities. None of the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar shall have any duty or responsibility to provide the Company or the Property Trustee with any credit or other information concerning the affairs, financial condition or business of the Issuer Trust or the Company or any Holder of Trust Preferred Securities (or any of their respective Affiliates) that may come into the possession of the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar or any of their respective Affiliates.

Section 10.08 Compensation and Indemnity.

The Company agrees to:

(a) pay the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar from time to time such compensation as shall be agreed in writing between the Company and the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar, as the case may be, for all services rendered by them hereunder;

(b) indemnify and hold harmless the Collateral Agent, the Securities Intermediary, the Custodial Agent, the Securities Registrar and each of their respective directors, officers, agents and employees (collectively, the “ Indemnitees ”), from and against any and all claims, liabilities, losses, damages, fines, penalties and expenses (including reasonable fees and expenses of counsel) and taxes (other than those based upon, determined by or measured by the income of the Collateral Agent, the Custodial Agent and the Securities Registrar) (collectively, “ Losses ” and individually, a “ Loss ”) that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them for or in respect of the Collateral Agent’s, the Securities Intermediary’s, the Custodial Agent’s and the Securities Registrar’s (i) execution and delivery of this Agreement and (ii) following any instructions or other directions upon which either the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar is entitled to rely pursuant to the terms of this Agreement; and

(c) in addition to and not in limitation of clause (b) immediately above, indemnify and hold the Indemnitees and each of them harmless from and against any and all Losses that may be imposed on, incurred by or asserted against, the Indemnitees or any of them in connection with or arising out of the Collateral Agent’s, the Securities Intermediary’s, the Custodial Agent’s or the Securities Registrar’s acceptance or performance of its powers and duties under this Agreement, provided that any Indemnitee with respect to the specific Loss against which indemnification is sought under this clause (c) has not acted with gross negligence or engaged in willful misconduct.

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The provisions of this Section 10.08 and Section 12.07 shall survive the resignation or removal of the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar and the termination of this Agreement.

Section 10.09 Failure to Act.

In the event of (i) uncertainty on the part of the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar as to the application of any provision in this Agreement or any other agreement relating to the transaction contemplated hereby or (ii) any ambiguity in the provisions of this Agreement or any dispute between or conflicting claims by or among the parties hereto or any other Person with respect to any funds or property deposited hereunder, such Collateral Agent, Securities Intermediary, Custodial Agent or Securities Registrar in the case of (i) or each of the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar in the case of (ii) shall be entitled, at its sole option and after prompt written notice to the Company and the Issuer Trust, to refrain from taking any action in respect of such uncertainty or ambiguous provision or to refuse to comply with any and all claims, demands or instructions with respect to such property or funds so long as such dispute or conflict shall continue, and the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar shall not be or become liable in any way to any of the parties hereto for its so refraining or refusal to comply with such conflicting claims, demands or instructions. The Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar shall be entitled to refuse to act until either:

(a) such ambiguous provisions or conflicting or adverse claims or demands, as the case may be, shall have been finally determined by a court of competent jurisdiction or settled by agreement between the conflicting parties as evidenced in a writing satisfactory to the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar; or

(b) the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar shall have received security or an indemnity satisfactory to it sufficient to save it harmless from and against any and all loss, liability or reasonable out-of-pocket expense which it may incur by reason of its acting.

The Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar may in addition elect to commence an interpleader action or seek other judicial relief or orders as the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar may deem necessary. Notwithstanding anything contained herein to the contrary, none of the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar shall be required to take any action that it reasonably believes to be contrary to law or to the terms of this Agreement, or which it reasonably believes would subject it or any of its officers, employees or directors to liability.

Section 10.10 Resignation of Collateral Agent, the Securities Intermediary, the Custodial Agent and Securities Registrar.

Subject to the appointment and acceptance of a successor Collateral Agent, Securities Intermediary, Custodial Agent and Securities Registrar as provided below:

(i) the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar may resign at any time by giving notice thereof to the Company and the Property Trustee;

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(ii) the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar may be removed at any time by the Company; and

(iii) if the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving written notice of such failure by the Property Trustee or the Administrative Trustees and such failure shall be continuing, the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar may be removed by the Property Trustee or the Administrative Trustees;

provided that any Person at any time acting as Collateral Agent, Securities Intermediary, Custodial Agent or Securities Registrar may not resign or be removed in any one of those capacities without the consent of each party to this Collateral Agreement unless it resigns or is removed in all such capacities in which it is then acting. The Property Trustee or the Administrative Trustees shall promptly notify the Company of any removal of the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar pursuant to clause (iii) of this Section 10.10. Upon any such resignation or removal, the Company shall have the right to appoint a successor Collateral Agent, Securities Intermediary, Custodial Agent or Securities Registrar, as the case may be, which shall not be an Affiliate of the Issuer Trust. If no successor Collateral Agent, Securities Intermediary, Custodial Agent or Securities Registrar shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s, Securities Intermediary’s, Custodial Agent’s or Securities Registrar’s giving of notice of resignation or the Company’s or the Property Trustee’s giving notice of such removal, then the retiring or removed Collateral Agent, Securities Intermediary, Custodial Agent or Securities Registrar may petition any court of competent jurisdiction, at the expense of the Company, for the appointment of a successor Collateral Agent, Securities Intermediary, Custodial Agent or Securities Registrar. The Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar shall each be a bank or a national banking association which has an office (or an agency office) in New York City with a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as Collateral Agent, Securities Intermediary, Custodial Agent or Securities Registrar hereunder by a successor Collateral Agent, Securities Intermediary, Custodial Agent or Securities Registrar, as the case may be, such successor Collateral Agent, Securities Intermediary, Custodial Agent or Securities Registrar, as the case may be, shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, Securities Intermediary, Custodial Agent or Securities Registrar, as the case may be, and the retiring Collateral Agent, Securities Intermediary, Custodial Agent or Securities Registrar, as the case may be, shall take all appropriate action, subject to payment of any amounts then due and payable to it hereunder, to transfer any money and property held by it hereunder (including the Collateral) to such successor. The retiring Collateral Agent, Securities Intermediary, Custodial Agent or Securities Registrar shall, upon such succession, be discharged from its duties and obligations as Collateral Agent, Securities Intermediary, Custodial Agent or Securities Registrar hereunder. After any retiring Collateral Agent’s, Securities Intermediary’s, Custodial Agent’s or Securities Registrar’s resignation or removal hereunder as Collateral Agent, Securities Intermediary, Custodial Agent or Securities Registrar, the provisions of this Article X shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent, Securities Intermediary, Custodial Agent or Securities Registrar. Any resignation or removal of the Collateral Agent, Custodial Agent or Securities Registrar hereunder, at a time when such Person is acting as the Collateral Agent, Securities Intermediary, Custodial Agent or Securities Registrar, shall be deemed for all purposes of this Agreement as the simultaneous resignation or removal of the Collateral Agent, Securities Registrar or Custodial Agent, as the case may be.

28

Section 10.11 Right to Appoint Agent or Advisor.

The Collateral Agent shall have the right to appoint agents or advisors in connection with any of its duties hereunder, and the Collateral Agent shall not be liable for any action taken, suffered or omitted by, or in reliance upon the advice of, such agents or advisors selected in good faith. The appointment of agents (which, for the purpose of this sentence, excludes legal counsel) pursuant to this Section 10.11 shall be subject to prior written consent of the Company, which consent shall not be unreasonably withheld.

Section 10.12 Survival.

The provisions of this Article X and Section 12.06 shall survive termination of this Agreement and the resignation or removal of the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar.

Section 10.13 Exculpation.

Anything contained in this Agreement to the contrary notwithstanding, in no event shall the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar or their officers, directors, employees or agents be liable under this Agreement for indirect, special, punitive, or consequential loss or damage of any kind whatsoever, including, but not limited to, lost profits, whether or not the likelihood of such loss or damage was known to the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar, or any of them and regardless of the form of action.

Section 10.14 Statements and Confirmations.

The Securities Intermediary will, as soon as reasonably practicable after receipt of same, send copies of all statements, confirmations and other correspondence concerning the Collateral Account and any financial assets credited thereto simultaneously to each of the Property Trustee and the Collateral Agent at their addresses for notices under this Agreement. The Custodial Agent will, as soon as reasonably practicable after receipt of same, send copies of all statements, confirmations and other correspondence concerning the Custody Account and any financial assets credited thereto to the Property Trustee at its address for notices under this Agreement.

Section 10.15 Tax Allocations.

The Administrative Trustees shall report all items of income, gain, expense and loss recognized in the Collateral Account and the Custody Account, to the extent such reporting is required by law, to the Internal Revenue Service authorities in the manner required by law. None of the Securities Intermediary, the Collateral Agent, the Custodial Agent, the Securities Registrar or the Property Trustee shall have any tax reporting duties hereunder.

29

ARTICLE XI

A MENDMENT

Section 11.01 Amendment.

The Company, when duly authorized by resolution of its Board of Directors, the Collateral Agent, the Securities Intermediary, the Custodial Agent, the Securities Registrar and the Property Trustee on behalf of the Issuer Trust, at any time and from time to time, may amend this Agreement by a written instrument, in form satisfactory to the Company, the Collateral Agent, the Securities Intermediary, the Custodial Agent, the Securities Registrar and the Property Trustee, as provided under Section 6.1(c) of the Declaration of Trust. Notwithstanding the foregoing, any amendment to the forms of PPS certificates attached as exhibits hereto shall be effective upon written notice thereof from the Company without the consent of the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar setting forth the revised form or forms and confirming that such revised form or forms have been duly adopted in accordance with the Declaration of Trust; provided that no such amendment that adversely affects the rights, duties or immunities of the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar shall be effective against such adversely affected party without its consent.

Section 11.02 Execution of Amendments.

In executing any amendment permitted by this Article XI, the Collateral Agent, the Securities Intermediary, the Custodial Agent, the Securities Registrar and the Property Trustee shall be entitled to receive and (subject to Section 8.3 of the Declaration of Trust with respect to the Property Trustee) shall be fully authorized and protected in relying upon, an Opinion of Counsel and an Officers’ Certificate of the Company to the effect that all of the requirements of Section 6.1(c) of the Declaration of Trust in respect of such amendment have been met and/or satisfied. The Collateral Agent, the Securities Intermediary, the Custodial Agent, the Securities Registrar and the Property Trustee may, but shall not be obligated to, enter into any such amendment which affects their own respective rights, duties or immunities under this Agreement or otherwise.

ARTICLE XII

M ISCELLANEOUS

Section 12.01 No Waiver.

No failure on the part of the Company, the Collateral Agent, the Securities Intermediary, the Custodial Agent, the Securities Registrar or any of their respective agents to exercise, and no course of dealing with respect to, and no delay in exercising, any right, power or remedy hereunder shall operate a waiver thereof; nor shall any single or partial exercise by the Company, the Securities Intermediary, the Collateral Agent, the Custodial Agent, the Securities Registrar or any of their respective agents of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies herein are cumulative and are not exclusive of any remedies provided by law.

30

Section 12.02 Governing Law; Submission to Jurisdiction; Waiver of Trial by Jury.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York. The Company, the Collateral Agent, the Securities Intermediary, the Custodial Agent, the Securities Registrar and the Issuer Trust hereby submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and the courts of the State of New York (in each case sitting in New York County) for the purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. The Company, the Collateral Agent, the Securities Intermediary, the Custodial Agent, the Securities Registrar and the Issuer Trust irrevocably waive, to the fullest extent permitted by applicable law, any objection that they may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 12.03 Notices.

All notices, requests, consents and other communications provided for herein (including, without limitation, any modifications of, or waivers or consents under, this Agreement) shall be given or made in writing (including, without limitation, by telecopy) delivered to the intended recipient at the “ Address for Notices ” specified below its name on the signature pages hereof or, as to any party, at such other address as shall be designated by such party in a notice to the other parties. Except as otherwise provided in this Agreement, all such communications shall be deemed to have been duly given when personally delivered or, in the case of a mailed or telecopied notice, upon receipt, in each case given or addressed as aforesaid.

Section 12.04 Successors and Assigns.

This Agreement shall be binding upon and inure to the benefit of the respective successors of the Company, the Collateral Agent, the Custodial Agent, the Securities Intermediary, the Securities Registrar and the Issuer Trust.

Nothing in this Agreement, express or implied, shall give any Person, other than the parties hereto and their permitted successors, any benefit or any legal or equitable right, remedy or claim under this Agreement.

Section 12.05 Severability.

If any provision hereof is invalid and unenforceable in any jurisdiction, then, to the fullest extent permitted by law, (i) the other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to give effect to the intentions of the parties hereto as nearly as may be possible and (ii) the invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction.

31

Section 12.06 Expenses, Etc.

The Company agrees to reimburse the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar for:

(a) all reasonable costs and expenses of the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar (including, without limitation, the reasonable fees and expenses of counsel to the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar), in connection with (i) the negotiation, preparation, execution and delivery or performance of this Agreement and (ii) any modification, supplement or waiver of any of the terms of this Agreement;

(b) all reasonable costs and expenses of the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar (including, without limitation, the reasonable fees and expenses of counsel) in connection with (i) any enforcement or proceedings resulting or incurred in connection with causing the Issuer Trust or the Property Trustee to satisfy its obligations under the Stock Purchase Contracts or the Stock Purchase Contract Agreement and (ii) the enforcement of this Section 12.06;

(c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any other document referred to herein and all costs, expenses, taxes, assessments and, subject to Section 10.01(b) and the last sentence of Section 10.01, other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated hereby;

(d) all reasonable fees and expenses of any agent or advisor appointed by the Collateral Agent and (except in the case of legal counsel) consented to by the Company under Section 10.11; and

(e) any other out-of-pocket costs and expenses reasonably incurred by the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar in connection with the performance of their duties hereunder.

Section 12.07 Security Interest Absolute.

All rights of the Collateral Agent and security interests hereunder, and all obligations of the Issuer Trust from time to time hereunder, shall be absolute and unconditional irrespective of:

(a) any lack of validity or enforceability of any provision of the Stock Purchase Contracts or any other agreement or instrument relating thereto;

(b) any change in the time, manner or place of payment of, or any other term of, or any increase in the amount of, all or any of the Obligations under the Stock Purchase Contracts, or any other amendment or waiver of any term of, or any consent to any departure from any requirement of, the Stock Purchase Contract Agreement or any Stock Purchase Contract or any other agreement or instrument relating thereto; or

(c) any other circumstance which might otherwise constitute a defense available to, or discharge of, a borrower, a guarantor or a pledgor.

32

Section 12.08 Notice of Termination Event .

Upon the occurrence of a Termination Event, the Company shall deliver written notice to the Property Trustee, the Collateral Agent, the Custodial Agent and the Securities Registrar. Upon the written request of the Collateral Agent or the Securities Registrar, the Company shall inform such party whether or not a Termination Event has occurred.

Section 12.09 Incorporation by Reference .

In connection with its execution and performance hereunder the Property Trustee is entitled to all rights, privileges, protections, immunities, benefits and indemnities provided to it under the Declaration of Trust.

Section 12.10 No Recourse .

It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by U.S. Bank National Association, not individually or personally but solely as Property Trustee of the Issuer Trust, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Issuer Trust is made and intended not as personal representations, warranties, covenants, undertakings and agreements by U.S. Bank National Association but is made and intended for the purpose of binding only the Issuer Trust, (c) nothing herein contained shall be construed as creating any liability U.S. Bank National Association, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall U.S. Bank National Association be personally liable for the payment of any indebtedness or expenses of the Issuer Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer Trust under this Agreement or any other related documents.

Section 12.11 Amendment and Restatement .

This Agreement is an amendment and restatement of the Original Collateral Agreement and does not constitute, and is not intended by the parties to be, a novation of the Original Collateral Agreement. Without limiting the foregoing, the Pledge previously granted and effected pursuant to the Original Collateral Agreement remains and shall continue in full force and effect on and after the date hereof with the priority in effect as established in the Original Collateral Agreement. Except as expressly amended hereby, the Original Collateral Agreement shall remain and continue in full force and effect in accordance with its terms.

* * * *

This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

33

I N W ITNESS W HEREOF , the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

34

Exhibit A

FORM OF NORMAL PPS CERTIFICATE

{ For inclusion in Global Certificates only – THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE DECLARATION OF TRUST HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”) OR ITS NOMINEE. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE DECLARATION OF TRUST AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.}

S UN T RUST P REFERRED C APITAL I

N ORMAL PPS

This Normal PPS Certificate certifies that {                                } is the registered Holder of the number of Normal PPS set forth above { for inclusion in Global Certificates only - or such other number of Normal PPS reflected in the Schedule of Increases and Decreases in the Global Certificate attached hereto}. Each Normal PPS represents a beneficial interest in SunTrust Preferred Capital I (the “ Issuer Trust ”), having a Liquidation Amount of $1,000. The Normal PPS are transferable on the books and records of the Issuer Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer as provided in Section 5.4 of the Declaration of Trust (as defined below). The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Normal PPS are set forth in, and this certificate and the Normal PPS represented hereby are issued and shall in all respects be subject to the terms and provisions of the Amended and Restated Declaration of Trust of the Issuer Trust, dated as of October 25, 2006, as the same may be amended and restated from time to time (the “ Declaration of Trust ”), including the designation of the terms of the Normal PPS as set forth therein. The Holder is entitled to the benefits of the Guarantee Agreement entered into by the Sponsor and U.S. Bank National Association, as Guarantee Trustee, dated as of October 25, 2006 (the “ Guarantee Agreement ”). All capitalized terms used herein that are defined in the Declaration of Trust have the meaning set forth therein.

A-1

Section 5.13(b) of the Declaration of Trust provides for the procedures pursuant to which Holders of Normal PPS may exchange Normal PPS and Qualifying Treasury Securities for Stripped PPS and Capital PPS and Section 5.14(d) of the Declaration of Trust provides for the procedures pursuant to which Holders of Normal PPS may elect to exchange Normal PPS and Qualifying Treasury Securities for Stripped PPS and Capital PPS in the event a Remarketing is Successful. The forms of Stripping Notice and Request and Notice of Contingent Exchange Election required to be delivered in connection therewith are printed on the reverse hereof.

A copy of each of the Declaration of Trust and the Guarantee Agreement is available for inspection at the offices of the Property Trustee.

Upon receipt of this certificate, the Holder is bound by the Declaration of Trust and is entitled to the benefits thereof.

IN WITNESS WHEREOF, the Issuer Trust acting through one of its Administrative Trustees has executed this Normal PPS Certificate.

Date:

A-2

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(Please insert Social Security or Taxpayer I.D.

or other Identifying Number of Assignee)

(Please print or type name and address including Postal Zip Code of Assignee)

the within Normal PPS Certificates and all rights thereunder, hereby irrevocably constituting and appointing attorney                                     , to transfer said Normal PPS Certificates on the books of SunTrust Preferred Capital I, with full power of substitution in the premises.

Signature Guarantee:

A-3

FORM OF STRIPPING NOTICE AND REQUEST

The Bank of New York Mellon Trust Company, N.A.,

  as Collateral Agent and Securities Registrar

900 Ashford Parkway

Suite 425

Atlanta, Georgia 30338

Attention: Corporate Trust Department

The undersigned Holder hereby notifies you pursuant to Section 5.13(b) of the Amended and Restated Declaration of Trust, dated as of October 25, 2006, of SunTrust Preferred Capital I (as the same may be further amended and restated from time to time, the “ Declaration of Trust ”), among SunTrust Banks, Inc., as Sponsor, U.S. Bank National Association, as Property Trustee, U.S. Bank Trust National Association, as Delaware Trustee, the Administrative Trustees (as named therein) and the several Holders of the Trust Securities, and Section 6.02 of the Collateral Agreement, that the Holder:

(i) is depositing the appropriate Qualifying Treasury Securities with The Bank of New York Mellon Trust Company, as Collateral Agent, for deposit in the Collateral Account,

(ii) is transferring the related Normal PPS to the Securities Registrar in connection with an Exchange of such Normal PPS and Qualifying Treasury Securities for a Like Amount of Stripped PPS and Capital PPS, and

(iii) hereby requests the delivery to the Holder of such Stripped PPS and Capital PPS.

All capitalized terms used herein that are defined in the Declaration of Trust have the meaning set forth therein. The undersigned Holder has paid all applicable fees and expenses relating to such Exchange.

A-4

FORM OF NOTICE OF CONTINGENT EXCHANGE ELECTION

The Bank of New York Mellon Trust Company, N.A.,

  as Collateral Agent and Securities Registrar

900 Ashford Parkway

Suite 425

Atlanta, Georgia 30338

Attention: Corporate Trust Department

The undersigned Holder hereby notifies you pursuant to Section 5.14(d) of the Amended and Restated Declaration of Trust, dated as of October 25, 2006, of SunTrust Preferred Capital I (as the same may be further amended and restated from time to time, the “Declaration of Trust”), among SunTrust Banks, Inc., as Sponsor, U.S. Bank National Association, as Property Trustee, U.S. Bank Trust National Association, as Delaware Trustee, the Administrative Trustees (as named therein) and the several Holders of the Trust Securities, and Section 8.02 of the Collateral Agreement, that the Holder:

(iv) is depositing the appropriate Qualifying Treasury Securities with The Bank of New York Mellon Trust Company, N.A., as Collateral Agent, for deposit in the Collateral Account,

(v) is transferring the related Normal PPS to the Securities Registrar in connection with a Contingent Exchange Election of such Normal PPS and Qualifying Treasury Securities for a Like Amount of Stripped PPS and Capital PPS, and

(vi) hereby requests the delivery to the Holder of such Stripped PPS and Capital PPS if the upcoming Remarketing is Successful, it being understood that if such Remarketing is not Successful, this Notice shall be disregarded and the Collateral Agent shall return such Qualifying Treasury Securities to the Holder promptly after the Remarketing.

All capitalized terms used herein that are defined in the Declaration of Trust have the meaning set forth therein. The undersigned Holder has paid all applicable fees and expenses relating to such Contingent Exchange Election.

A-5

A-6

Exhibit B

FORM OF STRIPPED PPS CERTIFICATE

{ For inclusion in Global Certificates only – THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE DECLARATION OF TRUST HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”) OR ITS NOMINEE. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE DECLARATION OF TRUST AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.}

S UN T RUST P REFERRED C APITAL I

S TRIPPED PPS

This Stripped PPS Certificate certifies that {                                        } is the registered Holder of the number of Stripped PPS set forth above { for inclusion in Global Certificates only - or such other number of Stripped PPS reflected in the Schedule of Increases and Decreases in the Global Certificate attached hereto}. Each Stripped PPS represents a beneficial interest in SunTrust Preferred Capital I (the “ Issuer Trust ”), having a Liquidation Amount of $1,000. The Stripped PPS are transferable on the books and records of the Issuer Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer as provided in Section 5.4 of the Declaration of Trust (as defined below). The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Stripped PPS are set forth in, and this certificate and the Stripped PPS represented hereby are issued and shall in all respects be subject to the terms and provisions of the Amended and Restated Declaration of Trust of the Issuer Trust, dated as of October 25, 2006, as the same may be amended and restated from time to time (the “ Declaration of Trust ”), including the designation of the terms of the Stripped PPS as set forth therein. The Holder is entitled to the benefits of the Guarantee Agreement entered into by the Sponsor and U.S. Bank National Association, as Guarantee Trustee, dated as of October 25, 2006 (the “ Guarantee Agreement ”). All capitalized terms used herein that are defined in the Declaration of Trust have the meaning set forth therein.

B-1

Section 5.13(d) of the Declaration of Trust provides for the procedures pursuant to which Holders of Capital PPS and Stripped PPS may exchange them for Normal PPS and Qualifying Treasury Securities. The form of Recombination Notice required to be delivered in connection therewith is printed on the reverse hereof.

A copy of each of the Declaration of Trust and the Guarantee Agreement is available for inspection at the offices of the Property Trustee.

Upon receipt of this certificate, the Holder is bound by the Declaration of Trust and is entitled to the benefits thereof.

IN WITNESS WHEREOF, the Issuer Trust acting through one of its Administrative Trustees has executed this Stripped PPS Certificate.

Date:

B-2

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

the within Stripped PPS Certificates and all rights thereunder, hereby irrevocably constituting and appointing attorney                             , to transfer said Stripped PPS Certificates on the books of SunTrust Preferred Capital I, with full power of substitution in the premises.

B-3

FORM OF RECOMBINATION NOTICE AND REQUEST

The Bank of New York Mellon Trust Company, N.A.,

    as Collateral Agent and Securities Registrar

900 Ashford Parkway

Suite 425

Atlanta, Georgia 30338

Attention: Corporate Trust Department

The undersigned Holder hereby notifies you pursuant to Section 5.13(d) of the Amended and Restated Declaration of Trust, dated as of October 25, 2006, of SunTrust Preferred Capital I (as the same may be further amended and restated from time to time, the “ Declaration of Trust ”), among SunTrust Banks, Inc., as Sponsor, U.S. Bank National Association, as Property Trustee, U.S. Bank Trust National Association, as Delaware Trustee, the Administrative Trustees (as named therein) and the several Holders of the Trust Securities, and Section 6.03 of the Collateral Agreement, that the Holder:

(i) is transferring $             Liquidation Amount of Stripped PPS and Capital PPS in connection with an Exchange of such Stripped PPS and Capital PPS for a Like Amount of Normal PPS and Qualifying Treasury Securities,

(ii) hereby requests the Collateral Agent to release from the Pledge and deliver to the Holder Pledged Treasury Securities in a principal amount equal to such Liquidation Amount, and

(iii) hereby requests the delivery to the Holder of such Normal PPS of a Like Amount.

All capitalized terms used herein that are defined in the Declaration of Trust have the meaning set forth therein. The undersigned Holder has paid all applicable fees and expenses relating to such Exchange.

B-4

{TO BE ATTACHED TO GLOBAL CERTIFICATES}

SCHEDULE OF INCREASES AND DECREASES IN GLOBAL CERTIFICATE

The following increases or decreases in this Global Certificate have been made:

B-5

Exhibit C

FORM OF CAPITAL PPS CERTIFICATE

{ For inclusion in Global Certificates only – THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE DECLARATION OF TRUST HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”) OR ITS NOMINEE. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE DECLARATION OF TRUST AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.}

S UN T RUST P REFERRED C APITAL I

C APITAL PPS

This Capital PPS Certificate certifies that {                                        } is the registered Holder of the number of Capital PPS set forth above { for inclusion in Global Certificates only - or such other number of Capital PPS reflected in the Schedule of Increases and Decreases in the Global Certificate attached hereto}. Each Capital PPS represents a beneficial interest in SunTrust Preferred Capital I (the “ Issuer Trust ”), having a Liquidation Amount of $1,000. The Capital PPS are transferable on the books and records of the Issuer Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer as provided in Section 5.4 of the Declaration of Trust (as defined below). The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Capital PPS are set forth in, and this certificate and the Capital PPS represented hereby are issued and shall in all respects be subject to the terms and provisions of the Amended and Restated Declaration of Trust of the Issuer Trust, dated as of October 25, 2006, as the same may be amended and restated from time to time (the “ Declaration of Trust ”), including the designation of the terms of the Capital PPS as set forth therein. The Holder is entitled to the benefits of the Guarantee Agreement entered into by the Sponsor and U.S. Bank National Association, as Guarantee Trustee, dated as of October 25, 2006 (the “ Guarantee Agreement ”). All capitalized terms used herein that are defined in the Declaration of Trust have the meaning set forth therein.

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Section 5.13(d) of the Declaration of Trust provides for the procedures pursuant to which Holders of Capital PPS and Stripped PPS may exchange them for Normal PPS and Qualifying Treasury Securities and Section 5.14(f) of the Declaration of Trust provides for the procedures pursuant to which Holders of Capital PPS may elect to dispose of Capital PPS in the event a Remarketing is Successful. The forms of Recombination Notice and Request and Notice of Contingent Disposition Election required to be delivered in connection therewith are printed on the reverse hereof.

A copy of each of the Declaration of Trust and the Guarantee Agreement is available for inspection at the offices of the Property Trustee.

Upon receipt of this certificate, the Holder is bound by the Declaration of Trust and is entitled to the benefits thereof.

IN WITNESS WHEREOF, the Issuer Trust acting through one of its Administrative Trustees has executed this Capital PPS Certificate.

Date:

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Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(Please insert Social Security or Taxpayer I.D.

or other Identifying Number of Assignee)

(Please print or type name and address including Postal Zip Code of Assignee)

the within Capital PPS Certificates and all rights thereunder, hereby irrevocably constituting and appointing attorney                             , to transfer said Capital PPS Certificates on the books of SunTrust Preferred Capital I, with full power of substitution in the premises.

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FORM OF RECOMBINATION NOTICE AND REQUEST

The Bank of New York Mellon Trust Company, N.A.,

    as Collateral Agent and Securities Registrar

900 Ashford Parkway

Suite 425

Atlanta, Georgia 30338

Attention: Corporate Trust Department

Re: Stripped PPS and Capital PPS SunTrust Preferred Capital I

The undersigned Holder hereby notifies you pursuant to Section 5.13(d) of the Amended and Restated Declaration of Trust, dated as of October 25, 2006, of SunTrust Preferred Capital I (as the same may be further amended and restated from time to time, the “Declaration of Trust”), among SunTrust Banks, Inc., as Sponsor, U.S. Bank National Association, as Property Trustee, U.S. Bank Trust National Association, as Delaware Trustee, the Administrative Trustees (as named therein) and the several Holders of the Trust Securities, and Section 6.03(a) of the Collateral Agreement that the Holder:

(i) is transferring $             Liquidation Amount of Stripped PPS and Capital PPS in connection with an Exchange of such Stripped PPS and Capital PPS for a Like Amount of Normal PPS and Qualifying Treasury Securities,

(ii) hereby requests the Collateral Agent to release from the Pledge and deliver to the Holder Pledged Treasury Securities in a principal amount equal to such Liquidation Amount, and

(iii) hereby requests the delivery to the Holder of such Normal PPS of a Like Amount.

All capitalized terms used herein that are defined in the Declaration of Trust have the meaning set forth therein. The undersigned Holder has paid all applicable fees and expenses relating to such Exchange.

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FORM OF NOTICE OF CONTINGENT DISPOSITION ELECTION

The Bank of New York Mellon Trust Company, N.A.,

    as Collateral Agent and Securities Registrar

900 Ashford Parkway

Suite 425

Atlanta, Georgia 30338

Attention: Corporate Trust Department

Re: Normal PPS of SunTrust Preferred Capital I

The undersigned Holder hereby notifies you pursuant to Section 5.14(f) of the Amended and Restated Declaration of Trust, dated as of October 25, 2006, of SunTrust Preferred Capital I (as the same may be further amended and restated from time to time, the “Declaration of Trust”), among SunTrust Banks, Inc., as Sponsor, U.S. Bank National Association, as Property Trustee, U.S. Bank Trust National Association, as Delaware Trustee, the Administrative Trustees (as named therein) and the several Holders of the Trust Securities, and Section 8.03 of the Collateral Agreement, that the Holder:

(i) is transferring              Capital PPS to the Securities Registrar, and

(ii) hereby requests the payment to the Holder, if the upcoming Remarketing is Successful, of an amount in cash for each such Capital PPS equal to the proceeds of the sale of $1,000 principal amount of Notes, it being understood that if such Remarketing is not Successful, this Notice shall be disregarded.

All capitalized terms used herein that are defined in the Declaration of Trust have the meaning set forth therein. The undersigned Holder has paid all applicable fees and expenses relating to such Contingent Exchange Election.

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{TO BE ATTACHED TO GLOBAL CERTIFICATES}

SCHEDULE OF INCREASES AND DECREASES IN GLOBAL CERTIFICATE

The following increases or decreases in this Global Certificate have been made:

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Schedule I

Reference Dealers

—

Schedule II

Contact Persons for Confirmation

Exhibit 99.4

A MENDMENT NO . 1 TO A MENDED AND R ESTATED D ECLARATION OF T RUST

Dated as of June 25, 2009

of

SunTrust Capital I

This A MENDMENT N O . 1 TO A MENDED AND R ESTATED D ECLARATION OF T RUST , 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 May 12, 1997, of SunTrust Capital I.

R ECITAL OF THE R EGULAR T RUSTEES

The Trustees have heretofore duly declared and established a statutory trust (the “ Issuer Trust ”), pursuant to the Delaware Statutory Trust Act by entering into that certain Declaration of Trust, dated April 16, 1997 (the “ Original Declaration of Trust ”), as amended and restated by that certain Amended and Restated Declaration of Trust, dated May 12, 1997 (the “Declaration of Trust ”), and by the execution and filing with the Secretary of State of the State of Delaware of the Certificate of Trust, filed on April 16, 1997, attached to the Original Declaration of Trust as Exhibit A (as heretofore amended, the “ Certificate of Trust ”).

The Regular Trustees desire to amend the Declaration of Trust pursuant to Section 12.1(g)(ii) of the Declaration of Trust and, in accordance with Section 12.1(b) of the Declaration of Trust, The Bank of New York Mellon Trust Company, N.A. (the “ Institutional Trustee ”) has received and accepted the opinion of counsel and officer’s certificates contemplated thereby.

N OW , THEREFORE , this Amendment witnesseth: For and in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Declaration of Trust is hereby amended as follows:

ARTICLE I

D EFINED T ERMS

Section 1.1 Definitions. Capitalized terms used in this Amendment and not otherwise defined shall have the respective meanings assigned thereto in the Declaration of Trust.

ARTICLE II

A MENDMENTS TO THE D ECLARATION OF T RUST

Section 2.1 Amendment of Section 1.1 of the Declaration of Trust. Section 1.1 of the Declaration of Trust is hereby amended as follows:

““ Book-Entry Preferred Securities Certificate ” means a Preferred Security Certificate evidencing ownership of Book-Entry Preferred Securities.”

2

““ Book-Entry Preferred Security ” means a Preferred Security, the ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 9.4.”

““ Like Amount ” means, with respect to an exchange pursuant to Section 9.10, Debentures having a principal amount equal to the aggregate liquidation amount of the Preferred Securities exchanged therefor.”

““ Sponsor Affiliated Owner ” has the meaning set forth in Section 9.10.”

Section 2.2 Amendment of Section 3.8 of the Declaration of Trust. A new clause (s) is hereby added to Section 3.8 of the Declaration of Trust as follows:

“(s) the taking of any action in connection with the retirement of the Preferred Securities in accordance with Section 9.10 of this Declaration.”

Section 2.3 Amendment of Section 3.10 of the Declaration of Trust. A new clause (l) is hereby added to Section 3.10 of the Declaration of Trust as follows:

“(l) The Institutional Trustee may take any action in connection with the retirement of the Preferred Securities in accordance with Section 9.10 of this Declaration.”

Section 2.4 Amendment of Article VI of the Declaration of Trust. A new Section 9.10 is hereby added to Article VI of the Declaration of Trust as follows:

“SECTION 9.10 Exchanges .

(a) If at any time the Sponsor or any of its Affiliates (in either case, a “ Sponsor Affiliated Owner ”) acquires any Preferred Securities (whether as a Preferred Security Beneficial Owner or as a Holder of a Definitive Preferred Security Certificate), such Sponsor Affiliated Owner shall have the right to deliver to the Institutional Trustee or its designee all or such portion of its Preferred Securities as it elects and receive, in exchange therefor, a Like Amount of Debentures. Such election (i) shall be exercisable effective by such Sponsor Affiliated Owner delivering to the Institutional Trustee a written notice of such election (A) specifying the aggregate liquidation amount of the Preferred Securities with respect to which such election is being made and (B) the date on which such exchange shall occur, which date shall not be less than three (3) Business Days after the receipt by the Institutional Trustee of such election notice, and which may be any date other than the record date for any Distribution or a date from such record date to and including any date upon which such Distribution is made and (ii) shall be conditioned upon such Sponsor Affiliated Owner having delivered or caused to be delivered to the Institutional Trustee or its designee the Preferred Securities which are the subject of such election by 10:00 A.M. New York City time, on the date on which such exchange is to occur. After the exchange, such Preferred Securities will be cancelled and will no longer be deemed to be outstanding for any

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purpose and all rights of the Sponsor or its Affiliate(s) with respect to such Preferred Securities will cease, including accumulated but unpaid Distributions thereon. In the event such Preferred Securities are Book-Entry Preferred Securities, upon such exchange the Institutional Trustee, in its capacity as Securities Registrar, shall cause an annotation to be made on the Book-Entry Preferred Securities Certificate or Certificates evidencing such Book-Entry Preferred Securities to evidence the reduction in the liquidation amount thereof resulting from such cancellation.

(b) Notwithstanding anything else in this Declaration to the contrary, in order to effectuate the exchanges contemplated by Section 9.10(a) above, the Trust is hereby authorized to execute, deliver and perform, and the Sponsor, the Institutional Trustee, any Regular Trustee or the Securities Registrar, on behalf of the Trust, acting singly or collectively, is hereby authorized to execute and deliver on behalf of the Trust, an exchange agreement, cancellation letter, and any and all other documents, agreements, or certificates contemplated by or related to the exchanges made pursuant to Section 9.10(a) above, in each case without further vote or approval of any other Person.

Section 2.5 Amendment of Section 12.1(g) of the Declaration of Trust. A new clause (vi) is hereby added to Section 12.1(g):

“(vi) to provide for the retirement of the Preferred Securities held by a Sponsor Affiliated Owner.”

ARTICLE III

M ISCELLANEOUS

Section 3.1 Separability Clause.

In case any provision in the Declaration of Trust, as amended by this Amendment, shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 3.2 Governing Law.

This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware (without regard to conflicts of laws principles).

Section 3.3 Successors and Assigns.

All covenants and agreements in the Declaration of Trust, as amended by this Amendment, by each party thereto shall bind its successors and assigns, whether so expressed or not.

Section 3.4 Effect of Headings.

The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

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Section 3.5 Trust Indenture Act; Conflict with Trust Indenture Act.

If any provision of the Declaration of Trust, as amended by this Amendment, limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under the Trust Indenture Act to be a part of and govern the Declaration of Trust, as amended by this Amendment, the latter provision shall control. If any provision of the Declaration of Trust, as amended by this Amendment, modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to the Declaration of Trust, as amended by this Amendment, as so modified or to be excluded, as the case may be.

* * * *

This Amendment may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

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I N W ITNESS W HEREOF , this Amendment has been executed and is effective as of the day and year first above written.

Exhibit 99.5

A MENDMENT NO . 1 TO A MENDED AND R ESTATED D ECLARATION OF T RUST

Dated as of June 25, 2009

of

SunTrust Capital III

This A MENDMENT N O . 1 TO A MENDED AND R ESTATED D ECLARATION OF T RUST , 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.

R ECITAL OF THE R EGULAR T RUSTEES

The Trustees have heretofore duly declared and established a statutory trust (the “ Issuer Trust ”), pursuant to the Delaware Statutory Trust Act by entering into that certain Declaration of Trust, dated February 10, 1998 (the “ Original Declaration of Trust ”), as amended and restated by that certain Amended and Restated Declaration of Trust, dated March 10, 1998 (the “Declaration of Trust ”), and by the execution and filing with the Secretary of State of the State of Delaware of the Certificate of Trust, filed on February 10, 1998, attached to the Original Declaration of Trust as Exhibit A (as heretofore amended, the “ Certificate of Trust ”).

The Regular Trustees desire to amend the Declaration of Trust pursuant to Section 12.1(g)(ii) of the Declaration of Trust and, in accordance with Section 12.1(b) of the Declaration of Trust, The Bank of New York Mellon Trust Company, N.A. (the “ Institutional Trustee ”) has received and accepted the opinion of counsel and officer’s certificates contemplated thereby.

N OW , THEREFORE , this Amendment witnesseth: For and in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Declaration of Trust is hereby amended as follows:

ARTICLE I

D EFINED T ERMS

Section 1.1 Definitions. Capitalized terms used in this Amendment and not otherwise defined shall have the respective meanings assigned thereto in the Declaration of Trust.

ARTICLE II

A MENDMENTS TO THE D ECLARATION OF T RUST

Section 2.1 Amendment of Section 1.1 of the Declaration of Trust. Section 1.1 of the Declaration of Trust is hereby amended as follows:

““ Book-Entry Preferred Securities Certificate ” means a Preferred Security Certificate evidencing ownership of Book-Entry Preferred Securities.”

2

““ Book-Entry Preferred Security ” means a Preferred Security, the ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 9.4.”

““ Like Amount ” means, with respect to an exchange pursuant to Section 9.10, Debentures having a principal amount equal to the Liquidation Amount of the Preferred Securities exchanged therefor.”

““ Sponsor Affiliated Owner ” has the meaning set forth in Section 9.10.”

Section 2.2 Amendment of Section 3.8 of the Declaration of Trust. A new clause (s) is hereby added to Section 3.8 of the Declaration of Trust as follows:

“(s) the taking of any action in connection with the retirement of the Preferred Securities in accordance with Section 9.10 of this Declaration.”

Section 2.3 Amendment of Section 3.10 of the Declaration of Trust. A new clause (l) is hereby added to Section 3.10 of the Declaration of Trust as follows:

“(l) The Institutional Trustee may take any action in connection with the retirement of the Preferred Securities in accordance with Section 9.10 of this Declaration.”

Section 2.4 Amendment of Article VI of the Declaration of Trust. A new Section 9.10 is hereby added to Article VI of the Declaration of Trust as follows:

“SECTION 9.10 Exchanges .

(a) If at any time the Sponsor or any of its Affiliates (in either case, a “ Sponsor Affiliated Owner ”) acquires any Preferred Securities (whether as a Preferred Security Beneficial Owner or as a Holder of a Definitive Preferred Security Certificate), such Sponsor Affiliated Owner shall have the right to deliver to the Institutional Trustee or its designee all or such portion of its Preferred Securities as it elects and receive, in exchange therefor, a Like Amount of Debentures. Such election (i) shall be exercisable effective by such Sponsor Affiliated Owner delivering to the Institutional Trustee a written notice of such election (A) specifying the aggregate liquidation amount of the Preferred Securities with respect to which such election is being made and (B) the date on which such exchange shall occur, which date shall not be less than three (3) Business Days after the receipt by the Institutional Trustee of such election notice, and which may be any date other than the record date for any Distribution or a date from such record date to and including any date upon which such Distribution is made and (ii) shall be conditioned upon such Sponsor Affiliated Owner having delivered or caused to be delivered to the Institutional Trustee or its designee the Preferred Securities which are the subject of such election by 10:00 A.M. New York City time, on the date on which such exchange is to occur. After the exchange, such Preferred Securities will be cancelled and will no longer be deemed to be outstanding for any

3

purpose and all rights of the Sponsor or its Affiliate(s) with respect to such Preferred Securities will cease, including accumulated but unpaid Distributions thereon. In the event such Preferred Securities are Book-Entry Preferred Securities, upon such exchange the Institutional Trustee, in its capacity as Securities Registrar, shall cause an annotation to be made on the Book-Entry Preferred Securities Certificate or Certificates evidencing such Book-Entry Preferred Securities to evidence the reduction in the liquidation amount thereof resulting from such cancellation.

(b) Notwithstanding anything else in this Declaration to the contrary, in order to effectuate the exchanges contemplated by Section 9.10(a) above, the Trust is hereby authorized to execute, deliver and perform, and the Sponsor, the Institutional Trustee, any Regular Trustee or the Securities Registrar, on behalf of the Trust, acting singly or collectively, is hereby authorized to execute and deliver on behalf of the Trust, an exchange agreement, cancellation letter, and any and all other documents, agreements, or certificates contemplated by or related to the exchanges made pursuant to Section 9.10(a) above, in each case without further vote or approval of any other Person.

Section 2.5 Amendment of Section 12.1(g) of the Declaration of Trust. A new clause (vi) is hereby added to Section 12.1(g):

“(vi) to provide for the retirement of the Preferred Securities held by a Sponsor Affiliated Owner.”

ARTICLE III

M ISCELLANEOUS

Section 3.1 Separability Clause.

In case any provision in the Declaration of Trust, as amended by this Amendment, shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 3.2 Governing Law.

This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware (without regard to conflicts of laws principles).

Section 3.3 Successors and Assigns.

All covenants and agreements in the Declaration of Trust, as amended by this Amendment, by each party thereto shall bind its successors and assigns, whether so expressed or not.

Section 3.4 Effect of Headings.

The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

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Section 3.5 Trust Indenture Act; Conflict with Trust Indenture Act.

If any provision of the Declaration of Trust, as amended by this Amendment, limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under the Trust Indenture Act to be a part of and govern the Declaration of Trust, as amended by this Amendment, the latter provision shall control. If any provision of the Declaration of Trust, as amended by this Amendment, modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to the Declaration of Trust, as amended by this Amendment, as so modified or to be excluded, as the case may be.

* * * *

This Amendment may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

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I N W ITNESS W HEREOF , this Amendment has been executed and is effective as of the day and year first above written.

Exhibit 99.6

AMENDED AND RESTATED DECLARATION OF TRUST

among

SUNTRUST BANKS, INC.,

as Sponsor

U.S. BANK NATIONAL ASSOCIATION,

as Property Trustee

U.S. BANK TRUST NATIONAL ASSOCIATION,

as Delaware Trustee

and

THE ADMINISTRATIVE TRUSTEES NAMED HEREIN

Dated as of June 29, 2009

SUNTRUST CAPITAL XVI

(TO BE KNOWN AS SUNTRUST CAPITAL VIII)

Certain Sections of this Declaration of Trust relating to Sections 310 through 318

of the Trust Indenture Act of 1939:

i

Note: This reconciliation and tie sheet shall not, for any purpose, be deemed to be a part of the Declaration of Trust.

ii

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