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                                                                     EXHIBIT 4.5

                          SECOND SUPPLEMENTAL INDENTURE

                                     BETWEEN

                              SUNTRUST BANKS, INC.

                                       AND

                                 BANK ONE, N.A.

                          DATED AS OF OCTOBER [ ], 2001


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                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                     <C>
ARTICLE I DEFINITIONS....................................................................................1
   Section 1.1    Definition of Terms....................................................................1

ARTICLE II GENERAL TERMS AND CONDITIONS OF THE DEBENTURES................................................4
   Section 2.1    Designation and Principal Amount.......................................................4
   Section 2.2    Maturity...............................................................................5
   Section 2.3    Form and Payment.......................................................................5
   Section 2.4    Global Debenture.......................................................................5
   Section 2.5    Interest...............................................................................6

ARTICLE III REDEMPTION OF THE DEBENTURES.................................................................7
   Section 3.1    Tax Event Redemption...................................................................7
   Section 3.2    Capital Treatment Event of Redemption..................................................8
   Section 3.3    Optional Redemption by Company.........................................................8
   Section 3.4    No Sinking Fund........................................................................8
   Section 3.5    Investment Company Event of Redemption.................................................8

ARTICLE IV EXTENSION OF INTEREST PAYMENT PERIOD..........................................................9
   Section 4.1    Extension of Interest Payment Period...................................................9
   Section 4.2    Notice of Extension....................................................................9

ARTICLE V EXPENSES......................................................................................10
   Section 5.1    Payment of Expenses...................................................................10
   Section 5.2    Payment Upon Resignation or Removal...................................................10

ARTICLE VI FORM OF DEBENTURE............................................................................11
   Section 6.1    Form of Debenture.....................................................................11

ARTICLE VII ORIGINAL ISSUE OF DEBENTURES................................................................11
   Section 7.1    Original Issue of Debentures..........................................................11

ARTICLE VIII COVENANTS..................................................................................11
   Section 8.1    Limitation on Dividends...............................................................11
   Section 8.2    Covenants as to the Trust.............................................................12

ARTICLE IX MISCELLANEOUS................................................................................12
   Section 9.1    Ratification of Indenture.............................................................12
   Section 9.2    Acknowledgment of Rights..............................................................12
   Section 9.3    Direction of Proceedings and Waiver of Defaults by Majority of Holders................13
   Section 9.4    Debt Trustee Not Responsible for Recitals.............................................14
   Section 9.5    Governing Law.........................................................................14
   Section 9.6    Separability..........................................................................14
   Section 9.7    Counterparts..........................................................................14
</TABLE>


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                  SECOND SUPPLEMENTAL INDENTURE, dated as of October [ ], 2001
(the "Second Supplemental Indenture"), between SunTrust Banks, Inc., a Georgia
corporation (the "Company"), and Bank One, N.A. (as successor of The First
National Bank of Chicago), as trustee (the "Debt Trustee"), under the Indenture
dated as of February 11, 1998 between the Company and the Debt Trustee (the
"Indenture").

                  WHEREAS, the Company executed and delivered the Indenture to
the Debt Trustee to provide for the future issuance of the Company's unsecured
subordinated debt securities to be issued from time to time in one or more
series as might be determined by the Company under the Indenture, in an
unlimited aggregate principal amount which may be authenticated and delivered as
provided in the Indenture;

                  WHEREAS, pursuant to the terms of the Indenture, the Company
desires to provide for the establishment of a new series of its Debt Securities
to be known as its ____% Junior Subordinated Deferrable Interest Debentures due
October [ ], 2031 (the "Debentures"), the form and substance of such Debentures
and the terms, provisions and conditions thereof to be set forth as provided in
the Indenture and this Second Supplemental Indenture;

                  WHEREAS, SunTrust Capital IV, a Delaware statutory business
trust (the "Trust"), has offered to the public $ ______ aggregate liquidation
amount of its ____ % Trust Preferred Securities (the "Preferred Securities"),
representing beneficial ownership interests in the assets of the Trust, and
proposes to invest the proceeds from such offering, together with the proceeds
of the issuance and sale by the Trust to the Company of $ ______ aggregate
liquidation amount of its Common Securities; and

                  WHEREAS, the Company has requested that the Debt Trustee
execute and deliver this Second Supplemental Indenture pursuant to Sections 2.03
and 9.01 of the Indenture and all requirements necessary to make this Second
Supplemental Indenture a valid and binding instrument in accordance with its
terms, and to make the Debentures, when executed by the Company and
authenticated and delivered by the Debt Trustee, the valid and binding
obligations of the Company, have been performed, and the execution and delivery
of this Second Supplemental Indenture has been duly authorized in all respects:

                  NOW THEREFORE, in consideration of the purchase of the
Debentures by the Holders thereof, and for the purpose of setting forth, as
provided in the Indenture, the form and substance of the Debentures and the
additional terms, provisions and conditions thereof, the Company covenants and
agrees with the Debt Trustee as follows:

                                   ARTICLE I

                                   DEFINITIONS

                  Section 1.1       Definition of Terms.

                  Unless the context otherwise requires:


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                  (a)      a term defined in the Indenture has the same meaning
when used in this Second Supplemental Indenture;

                  (b)      a term defined anywhere in this Second Supplemental
Indenture has the same meaning throughout;

                  (c)      the singular includes the plural and vice versa;

                  (d)      a reference to a Section or Article is to a Section
or Article of this Second Supplemental Indenture;

                  (e)      headings are for convenience of reference only and do
not affect interpretation;

                  (f)      the following terms have the meanings given to them
in the Declaration: Business Day; Clearing Agency; Common Securities; Delaware
Trustee; Direct Action; Distribution; Institutional Trustee Account; Preferred
Securities; Preferred Securities Guarantee; Preferred Security Certificate;
Regular Trustees; and Underwriting Agreement;

                  (g)      the following terms have the meanings given to them
in this Section 1.1(g):

                  "Additional Sums" shall have the meaning set forth in Section
2.5(e).

                  "Capital Treatment Event" means the reasonable determination
by the Company that, as a result of any amendment to, or change (including any
announced proposed change) in, the laws (or any regulations thereunder) of the
United States or any political subdivision thereof or therein, or as a result of
any official or administrative pronouncement or action or judicial decision
interpreting or applying such laws or regulations, which amendment or change is
effective or which proposed change, pronouncement, action or decision is
announced on or after the date of issuance of the Preferred Securities under the
Declaration, there is more than an insubstantial risk that the Company will not
be entitled to treat an amount equal to the liquidation amount of the Preferred
Securities as "Tier I Capital" (or the then equivalent thereof) for purposes of
the capital adequacy guidelines of the Federal Reserve, as then in effect and
applicable to the Company.

                  "Compounded Interest" shall have the meaning set forth in
Section 4.1.

                  "Debentures" shall have the meaning set forth in the preamble
of this Second Supplemental Indenture.

                  "Declaration" means the Amended and Restated Declaration of
Trust of the Trust, dated as of October [ ], 2001, as amended from time to time.

                  "Deferred Interest" shall have the meaning set forth in
Section 4.1.


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                  "Depositary", with respect to the Debentures, means The
Depository Trust Company or such other successor Clearing Agency for the
Preferred Securities.

                  "Dissolution Event" means the liquidation of the Trust
pursuant to the Declaration and the distribution of the Debentures held by the
Institutional Trustee to the holders of the Trust Securities issued by the Trust
pro rata in accordance with the Declaration.

                  "Extension Period" shall have the meaning set forth in Section
4.1.

                  "Global Debenture" shall have the meaning set forth in Section
2.4(a)(i).

                  "Interest Payment Date" shall have the meaning set forth in
Section 2.5(d).

                  "Interest Period" means each period beginning on, and
including, October [ ], 2001, and ending on, but excluding, the first Interest
Payment Date, and each successive period beginning on, and including, an
Interest Payment Date and ending on, but excluding, the next succeeding Interest
Payment Date.

                  "Investment Company" means an investment company as defined in
the Investment Company Act.

                  "Investment Company Act" means the Investment Company Act of
1940, as amended from time to time, or any successor legislation.

                  "Investment Company Event" means that the Regular Trustees
shall have received an opinion of a nationally recognized independent counsel
experienced in practice under the Investment Company Act (an "Investment Company
Event Opinion") to the effect that, as a result of the occurrence of a change in
law or regulation or a written change in interpretation or application of law or
regulation by any legislative body, court, governmental agency or regulatory
authority (a "Change in 1940 Act Law"), there is a more than an insubstantial
risk that the Trust is or will be considered an Investment Company which is
required to be registered under the Investment Company Act, which Change in 1940
Act Law becomes effective on or after the date of the Prospectus Supplement.

                  "Maturity Date" shall mean October [ ], 2031.

                  "Non Book-Entry Preferred Securities" shall have the meaning
set forth in Section 2.4(a)(ii).

                  "Optional Redemption" means a redemption pursuant to Section
3.3.

                  "Other Guarantees" means all guarantees issued or to be issued
by the Company with respect to capital securities (if any) and issued to other
trusts to be established by the Company (if any), in each case similar to the
Trust.


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                  "Paying Agent" shall mean the Debt Trustee or any Person
authorized by the Debt Trustee to calculate the amount of interest payable on
the Debentures in respect of each Interest Period.

                  "Redemption Price" shall mean, with respect to any redemption
of the Debentures pursuant to Article III hereof, an amount in cash equal to
100% of the principal amount to be redeemed plus any accrued and unpaid interest
thereon, including Compounded Interest and Additional Sums, if any, to the date
of such redemption.

                  "Security Registrar" shall have the meaning set forth in
Section 2.3.

                  "Tax Event" means the receipt by the Trust of an opinion of
counsel to the Company that is experienced in such matters to the effect that,
as a result of any amendment to, or change (including any announced proposed
change) in, the laws or any regulations thereunder of the United States or any
political subdivision or taxing authority thereof or therein, or as a result of
any official administrative pronouncement or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective or
which proposed change, pronouncement or decision is announced on or after the
date of issuance of the Preferred Securities under the Declaration, there is
more than an insubstantial risk that (i) the Trust is, or will be within 90 days
of the date of such opinion, subject to United States federal income tax with
respect to income received or accrued on the Debentures, (ii) interest payable
by the Company on the Debentures is not, or within 90 days of the date of such
opinion, will not be, deductible by the Company, in whole or in part, for United
States federal income tax purposes or (iii) the Trust is, or will be within 90
days of the date of such opinion, subject to more than a de minimis amount of
other taxes, duties or other governmental charges.

                  "Trust" shall have the meaning set forth in the preamble of
this Second Supplemental Indenture.

                  "Trust Securities" shall mean the Preferred Securities and the
Common Securities, collectively.

                                   ARTICLE II

                 GENERAL TERMS AND CONDITIONS OF THE DEBENTURES

                  Section 2.1       Designation and Principal Amount.

                  There is hereby authorized a series of Debt Securities
designated the "___% Junior Subordinated Deferrable Interest Debentures due
October [ ], 2031, limited in aggregate principal amount to $ _____, which
amount shall be as set forth in any written order of the Company for the
authentication and delivery of Debentures pursuant to Section 2.05 of the
Indenture.


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                  Section 2.2       Maturity.

                  The Maturity Date (which shall constitute the Stated Maturity
of the Debentures for purposes of the Indenture) shall be the date on which the
Debentures mature and on which the principal thereof shall be due and payable
together with all accrued and unpaid interest thereon (including Compounded
Interest and Additional Sums, if any).

                  Section 2.3       Form and Payment.

                  Except as provided in Section 2.4, the Debentures shall be
issued in fully registered certificated form without interest coupons. Principal
of, premium, if any, and interest on (including Compounded Interest and
Additional Sums, if any) the Debentures issued in certificated form will be
payable, the transfer of such Debentures will be registrable and such Debentures
will be exchangeable for Debentures bearing identical terms and provisions at
the office or agency of the Company maintained for such purpose as set forth in
the Indenture; provided, however, that payment of interest with respect to
Debentures (other than a Global Debenture) may be made at the option of the
Company (i) by check mailed to the Holder at such address as shall appear in the
Security Register or (ii) by transfer to an account maintained by the Person
entitled thereto, provided that proper transfer instructions have been received
in writing by the relevant record date. The Company selects each of New York,
New York and Chicago, Illinois as a place of payment where the principal of (and
premium, if any) and interest on the Debentures are payable as specified in
accordance herewith, and hereby appoints Bank One, N.A., the Debt Trustee, as
registrar for the Debentures (the "Security Registrar"). Notwithstanding the
foregoing, so long as the Holder of any Debentures is the Institutional Trustee,
the payment of the principal of, premium, if any, and interest (including
Compounded Interest and Additional Sums, if any) on such Debentures held by the
Institutional Trustee will be made at such place and to such account as may be
designated by the Institutional Trustee.

                  Section 2.4       Global Debenture.

                  (a)      In connection with a Dissolution Event,

                                    (i)      the Debentures in
         certificated form may be presented to the Debt Trustee by the
         Institutional Trustee in exchange for a global Debenture in
         an aggregate principal amount equal to the aggregate
         principal amount of all outstanding Debentures (a "Global
         Debenture"), to be registered in the name of the Depositary,
         or its nominee, and delivered by the Debt Trustee to or upon
         the order of the Depositary for crediting to the accounts of
         its participants pursuant to the instructions of the Regular
         Trustees. The Company upon any such presentation shall
         execute a Global Debenture in such aggregate principal amount
         and deliver the same to the Debt Trustee for authentication
         and delivery in accordance with the Indenture. Payments on
         the Debentures issued as a Global Debenture will be made to
         the Depositary; and

                                    (ii)     if any Preferred
         Securities are held in non


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         book-entry certificated form, the Debentures in certificated
         form may be presented to the Debt Trustee by the
         Institutional Trustee and any Preferred Security Certificate
         which represents Preferred Securities other than Preferred
         Securities held by the Clearing Agency or its nominee ("Non
         Book-Entry Preferred Securities") will be deemed to represent
         beneficial interests in Debentures presented to the Debt
         Trustee by the Institutional Trustee having an aggregate
         principal amount equal to the aggregate liquidation amount of
         the Non Book-Entry Preferred Securities until such Preferred
         Security Certificates are presented to the Security Registrar
         for transfer or reissuance at which time such Preferred
         Security Certificates will be cancelled and a Debenture,
         registered in the name of the holder of the Preferred
         Security Certificate or the transferee of the holder of such
         Preferred Security Certificate, as the case may be, with an
         aggregate principal amount equal to the aggregate liquidation
         amount of the Preferred Security Certificate cancelled, will
         be executed by the Company and delivered to the Debt Trustee
         for authentication and delivery in accordance with the
         Indenture. Upon the issuance of such Debentures, Debentures
         with an equivalent aggregate principal amount that were
         presented by the Institutional Trustee to the Debt Trustee
         will be deemed to have been cancelled.

                  (b)      A Global Debenture may be transferred, in whole but
not in part, only to another nominee of the Depositary, or to a successor
Depositary selected or approved by the Company or to a nominee of such successor
Depositary.

                  Section 2.5       Interest.

                  (a)      Each Debenture will bear interest at a rate of _____%
per annum from October [ ], 2001 until the principal thereof becomes due and
payable, and on any overdue principal at a rate of _____% per annum and (to the
extent that payment of such interest is enforceable under applicable law) on any
overdue installment of interest at a rate of _____% per annum, compounded
quarterly, payable (subject to the provisions of Article IV) quarterly in
arrears on the _____ day of _____, _____, _____ and _____ of each year
commencing on _____, 2002 , to the Person in whose name such Debenture or any
predecessor Debenture is registered, at the close of business on the regular
record date for such interest installment, which, in respect of any Debentures
of which the Institutional Trustee is the Holder or in the case of a Global
Debenture, shall be the close of business on the Business Day next preceding
that Interest Payment Date (as defined below). Notwithstanding the foregoing
sentence, if the Debentures are no longer in book-entry only form, except if the
Debentures are held by the Institutional Trustee, the record dates shall be the
_____, _____, _____ and _____ prior to the applicable Interest Payment Date.

                  (b)      Unless otherwise provided by the Debt Trustee, the
Paying Agent will calculate the amount of interest payable on the Debentures in
respect of each Interest Period. The amount of interest payable for any Interest
Period will be computed on the basis of a 360-day year consisting of twelve
30-day months and rounding the resulting


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figure to the nearest cent (with one-half cent or more being rounded upwards).
The determination of the amount of interest payable by Paying Agent will (in the
absence of willful default, bad faith or manifest error) be final, conclusive
and binding on all concerned.

                  (c)      All certificates, communications, opinions,
determinations, calculations, quotations and decisions given, expressed, made or
obtained for the purposes of the provisions relating to the payment and
calculation of interest on the Debentures, whether by the Debt Trustee or Paying
Agent, will (in the absence of willful default, bad faith or manifest error) be
binding on the Trust, the Company, the Debt Trustee and all of the holders of
the Debentures, and no liability will (in the absence of willful default, bad
faith or manifest error) attach to the Debt Trustee or Paying Agent in
connection with the exercise or non-exercise by any of them of their powers,
duties and discretion.

                  (d)      In the event that any date on which interest is
payable on the Debentures is not a Business Day, then payment of interest
payable on such date will be made on the next succeeding day which is a Business
Day, except that, if such Business Day is in the next succeeding calendar year,
such payment shall be made on the immediately preceding Business Day, in each
case with the same force and effect as if made on such date (each date on which
interest is actually payable, an "Interest Payment Date").

                  (e)      If a Tax Event has occurred and is continuing while
the Institutional Trustee is the Holder of any Debentures, and the Trust or the
Institutional Trustee is required to pay any taxes, duties, assessments or
governmental charges of whatever nature (other than withholding taxes) imposed
by the United States, or any other taxing authority, then, in any case, the
Company will pay such additional sums ("Additional Sums") on the Debentures held
by the Institutional Trustee, as shall be required so that the net amounts
received and retained by the Trust and the Institutional Trustee after paying
such taxes, duties, assessments or other governmental charges will be equal to
the amounts the Trust and the Institutional Trustee would have received had the
Trust and the Institutional Trustee not been subject to such taxes, duties,
assessments or other government charges as a result of such Tax Event.
Additional Sums shall be treated as interest for all purposes under the
Indenture.

                  (f)      All percentages resulting from any calculations
referred to in this Second Supplemental Indenture will be rounded, if necessary,
to the nearest multiple of 1/100 of 1% and all U.S. dollar amounts used in or
resulting from such calculations will be rounded to the nearest cent (with
one-half cent or more being rounded upwards).

                                  ARTICLE III

                          REDEMPTION OF THE DEBENTURES

                  Section 3.1       Tax Event Redemption.

                  Subject to the prior approval of the Federal Reserve Board, if
such approval is then required under applicable law, rules, guidelines or
policies, if at any time a


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Tax Event shall occur and be continuing, the Company shall have the right upon
not less than 30 nor more than 60 days' notice, to redeem the Debentures, in
whole, but not in part, for cash within 90 days following the occurrence of such
Tax Event (or, if the approval of the Federal Reserve Board is then required for
such redemption, on such later date as promptly practicable after such approval
is obtained) at the Redemption Price.

                  Section 3.2       Capital Treatment Event of Redemption.

                  Subject to the prior approval of the Federal Reserve Board, if
such approval is then required under applicable law, rules, guidelines or
policies, if at any time a Capital Treatment Event shall occur and be
continuing, the Company shall have the right, upon not less than 30 nor more 60
days' notice, to redeem the Debentures, in whole, but not in part, for cash
within 90 days following the occurrence of such Capital Treatment Event (or, if
the approval of the Federal Reserve Board is then required for such redemption,
on such later date as promptly as practicable after such approval is obtained)
at the Redemption Price.

                  Section 3.3       Optional Redemption by Company.

                  (a)      Subject to the prior approval of the Board of
Governors of the Federal Reserve System, if such approval is then required under
applicable law, rules, guidelines or policies, the Company shall have the right
to redeem the Debentures, in whole or in part, from time to time, on or after
October [ ], 2006, upon not less than 30 nor more than 60 days' notice at the
Redemption Price.

                  (b)      If the Debentures are only partially redeemed
pursuant to this Section 3.3, the Debentures will be redeemed pro rata or by lot
or by any other method utilized by the Security Registrar; provided, that if at
the time of redemption the Debentures are registered as a Global Debenture, the
Depositary shall determine, in accordance with its procedures, the principal
amount of such Debentures beneficially held by each Holder of Debentures to be
redeemed.

                  (c)      If a partial redemption of the Debentures would
result in the delisting of the Preferred Securities issued by the Trust from any
national securities exchange or interdealer quotation system or other
organization on which the Preferred Securities are then listed, the Company
shall not be permitted to effect such partial redemption and may only redeem the
Debentures in whole.

                  Section 3.4       No Sinking Fund.

                  The Debentures are not entitled to the benefit of any sinking
fund.

                  Section 3.5       Investment Company Event of Redemption.

                  Subject to the prior approval of the Federal Reserve Board, if
such approval is then required under applicable law, rules, guidelines or
policies, if at any time a Investment Company Event shall occur and be
continuing, the Company shall have the right, upon not less than 30 nor more 60
days' notice, to redeem the Debentures, in whole,


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but not in part, for cash within 90 days following the occurrence of such
Investment Company Event (or, if the approval of the Federal Reserve Board is
then required for such redemption, on such later date as promptly as practicable
after such approval is obtained) at the Redemption Price.

                                   ARTICLE IV

                      EXTENSION OF INTEREST PAYMENT PERIOD

                  Section 4.1       Extension of Interest Payment Period.

                           So long as no Event of Default has occurred and is
continuing, the Company shall have the right, at any time and from time to time
during the term of the Debentures, to defer payments of interest on the
Debentures by extending the interest payment period of such Debentures for a
period not exceeding 20 consecutive quarterly periods (the "Extension Period"),
during which Extension Period no interest shall be due and payable; provided
that no Extension Period shall end on a date other than an Interest Payment Date
or extend beyond the Maturity Date. To the extent permitted by applicable law,
interest, the payment of which has been deferred because of the extension of the
interest payment period pursuant to this Section 4.1, will bear interest thereon
at a rate of _____% per annum compounded quarterly for each quarterly period of
the Extension Period ("Compounded Interest"). At the end of the Extension
Period, the Company shall pay all interest accrued and unpaid on the Debentures,
including any Additional Sums and Compounded Interest (together, "Deferred
Interest") that shall be payable to the Holders in whose names the Debentures
are registered in the Security Register on the record date relating to the
Interest Payment Date on which the Extension Period ends. Before the termination
of any Extension Period, the Company may further defer payments of interest by
further extending such period, provided that such period, together with all such
previous and further extensions within such Extension Period, shall not exceed
20 consecutive quarterly periods or extend beyond the Maturity Date of the
Debentures. Upon the termination of any Extension Period and the payment of all
Deferred Interest then due, the Company may commence a new Extension Period,
subject to the foregoing requirements. No interest shall be due and payable
during an Extension Period, except at the end thereof. Compounded Interest shall
be treated as interest for all purposes under the Indenture.

                  Section 4.2       Notice of Extension.

                  (a)      If the Institutional Trustee is the only registered
Holder at the time the Company selects an Extension Period, the Company shall
give written notice to the Regular Trustees, the Institutional Trustee and the
Debt Trustee of its selection of such Extension Period five Business Days before
the earlier of (i) the next succeeding date on which Distributions on the Trust
Securities issued by the Trust are payable, or (ii) the date the Trust is
required to give notice of the record date, or the date such Distributions are
payable, to any national securities exchange or interdealer quotation system or
to holders of the Preferred Securities issued by the Trust, but in any event at
least five Business


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Days before such record date.

                  (b)      If the Institutional Trustee is not the only Holder
at the time the Company selects an Extension Period, the Company shall give the
Holders and the Debt Trustee written notice of its selection of such Extension
Period at least 10 Business Days before the earlier of (i) the next succeeding
Interest Payment Date, or (ii) the date the Company is required to give notice
of the record or payment date of such interest payment to any national
securities exchange or interdealer quotation system or to the Holders.

                  (c)      The quarterly period in which any notice is given
pursuant to paragraphs (a) or (b) of this Section 4.2 shall be counted as one of
the 20 quarterly periods permitted in the maximum Extension Period permitted
under Section 4.1.

                                   ARTICLE V

                                    EXPENSES

                  Section 5.1       Payment of Expenses.

                  In connection with the offering, sale and issuance of the
Debentures to the Trust and in connection with the sale of the Trust Securities
by the Trust, the Company, in its capacity as borrower with respect to the
Debentures, shall:

                  (a)      pay all costs and expenses relating to the offering,
sale and issuance of the Debentures and the compensation of the Debt Trustee in
accordance with the provisions of Section 6.06 of the Indenture;

                  (b)      pay all costs and expenses relating to the
organization and operation of the Trust.

                  Section 5.2       Payment Upon Resignation or Removal.

                  Upon termination of this Second Supplemental Indenture or the
Indenture or the removal or resignation of the Debt Trustee, unless otherwise
stated, the Company shall pay to the Debt Trustee all amounts accrued under
Section 6.06 of the Indenture to the date of such termination, removal or
resignation. Upon termination of the Declaration or the removal or resignation
of the Delaware Trustee or the Institutional Trustee, as the case may be,
pursuant to Sections 10.4 and 10.6 of the Declaration, the Company shall pay to
the Delaware Trustee or the Institutional Trustee, as the case may be, all
amounts accrued under said Sections to the date of such termination, removal or
resignation.


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                                   ARTICLE VI

                                FORM OF DEBENTURE

                  Section 6.1       Form of Debenture.

                  The Debentures and the Debt Trustee's Certificate of
Authentication to be endorsed thereon are to be substantially in the forms set
forth in Exhibit A hereto.

                                  ARTICLE VII

                          ORIGINAL ISSUE OF DEBENTURES

                  Section 7.1       Original Issue of Debentures.

                  Debentures in the aggregate principal amount of $__________
may, upon execution of this Second Supplemental Indenture, be executed by the
Company and delivered to the Debt Trustee for authentication as provided in
Sections 2.03 and 2.05 of the Indenture.

                                  ARTICLE VIII

                                    COVENANTS

                  Section 8.1       Limitation on Dividends.

                  The Company will not, and will not permit any subsidiary to,
(i) declare or pay any dividends or distributions on, or prepay, purchase,
acquire, or make a liquidation payment with respect to, any of the Company's
capital stock, (ii) make any payment of principal of, premium, if any, or
interest on or repay, repurchase or redeem any debt securities of the Company
(including Other Debt Securities) that rank pari passu with, or junior in right
of payment to, the Debentures or (iii) make any guarantee payment with respect
to any guarantee by the Company of the debt securities of any Subsidiary of the
Company (including Other Guarantees) if such guarantee ranks pari passu with, or
junior in right of payment to, the Debentures (other than (a) dividends,
distributions, redemptions, purchases or acquisitions made by the Company by way
of issuance of its capital stock (or options, warrants or other rights to
subscribe therefor), (b) any declaration of a dividend in connection with the
implementation of a shareholder's rights plan, or the issuance of stock under
any such plan in the future, or the redemption or repurchase of any such rights
pursuant thereto, (c) payments under the Preferred Securities Guarantee or
Common Securities Guarantee, (d) the purchase of fractional interests in shares
resulting from a reclassification of the Company's capital stock, (e) the
purchase of fractional interests in shares of the Company's capital stock
pursuant to the conversion or exchange provisions of such capital stock or the
security being converted or exchanged, (f) purchases of Common Stock related to
the issuance of Common Stock or rights under any of the Company's benefit plans
for its directors, officers or employees and (g) obligations


                                       11
<PAGE>   14

under any dividend reinvestment plan or stock purchase plan of the Company), if
at such time (1) there shall have occurred any event of which the Company has
actual knowledge that (a) with the giving of notice, or the lapse of time, or
both, would constitute an Event of Default hereunder and (b) in respect of which
the Company shall not have taken reasonable steps to cure, (2) if such
Debentures are held by the Institutional Trustee, the Company shall be in
default with respect to its payment obligations under the Preferred Securities
Guarantee or Common Securities Guarantee or (3) the Company shall have given
notice of its selection of an Extension Period and shall not have rescinded such
notice or such Extension Period and such Extension Period shall be continuing.

                  Section 8.2       Covenants as to the Trust.

                  In the event Debentures are issued to the Trust or a trustee
of such trust in connection with the issuance of Trust Securities by the Trust,
for so long as such Trust Securities remain outstanding, the Company (i) will
maintain 100% direct or indirect ownership of the Common Securities of the
Trust; provided, however, that any successor of the Company, permitted pursuant
to Article X of the Indenture, may succeed to the Company's ownership of such
Common Securities, (ii) will use commercially reasonable efforts to cause the
Trust (a) to remain a grantor trust, except in connection with a distribution of
Debentures to the holders of Trust Securities in liquidation of the Trust, the
redemption of all of the Trust Securities of the Trust, or certain mergers,
consolidations or amalgamations, each as permitted by the Declaration, and (b)
to otherwise continue to be classified as a grantor trust and not an association
taxable as a corporation for United States federal income tax purposes and (iii)
will not cause, as sponsor of the Trust, or permit, as holder of the Common
Securities, the dissolution, winding-up or termination of the Trust, except in
connection with a distribution of the Debentures as provided in the Declaration
and in connection with certain mergers, consolidations or amalgamations.

                                   ARTICLE IX

                                  MISCELLANEOUS

                  Section 9.1       Ratification of Indenture.

                  The Indenture, as supplemented by this Second Supplemental
Indenture, is in all respects ratified and confirmed, and this Second
Supplemental Indenture shall be deemed part of the Indenture in the manner and
to the extent herein and therein provided.

                  Section 9.2       Acknowledgment of Rights.

                  The Company acknowledges that, with respect to any Debentures
held by the Trust or a trustee thereof, if the Institutional Trustee of such
Trust fails to enforce its rights under this Second Supplemental Indenture or
the Indenture as the Holder of the Debentures held as the assets of SunTrust
Capital IV, any holder of Preferred Securities may institute legal proceedings
directly against the Company to enforce such Institutional


                                       12
<PAGE>   15

Trustee's rights under this Second Supplemental Indenture or the Indenture
without first instituting any legal proceedings against such Institutional
Trustee or any other person or entity. Notwithstanding the foregoing, if an
Event of Default has occurred and is continuing and such event is attributable
to the failure of the Company to pay principal of, premium, if any, or interest
on the Debentures when due, the Company acknowledges that a holder of Preferred
Securities may institute a Direct Action for enforcement of payment to such
holder of the principal of, premium, if any, or interest on the Debentures
having a principal amount equal to the aggregate liquidation amount of the
Preferred Securities of such holder on or after the respective due date
specified in the Debentures.

                  Section 9.3       Direction of Proceedings and Waiver of
                                    Defaults by Majority of Holders.

                  The Holders of a majority in aggregate principal amount of the
Debentures at the time outstanding shall have the right to direct the time,
method, and place of conducting any proceeding for any remedy available to the
Debt Trustee, or exercising any trust or power conferred on the Debt Trustee;
provided, however, that (subject to the provisions of Section 6.01 of the
Indenture) the Debt Trustee shall have the right to decline to follow any such
direction if the Debt Trustee shall determine that the action so directed would
be unjustly prejudicial to the Holders not taking part in such direction or if
the Debt Trustee being advised by counsel determines that the action or
proceeding so directed may not lawfully be taken or if the Debt Trustee in good
faith by its board of directors or trustees, executive committee, or a trust
committee of directors or trustees and/or Responsible Officers shall determine
that the action or proceedings so directed would involve the Debt Trustee in
personal liability. Prior to any declaration accelerating the maturity of the
Debentures, the Holders of a majority in aggregate principal amount of the
Debentures at the time outstanding may on behalf of the Holders of all of the
Debentures waive any past default or Event of Default and its consequences
except a default (a) in the payment of principal of, premium, if any, or
interest on any of the Debentures (unless such default has been cured and a sum
sufficient to pay all matured installments of principal, premium, if any, and
interest due otherwise than by acceleration has been deposited with the Debt
Trustee) or (b) in respect of covenants or provisions hereof which cannot be
modified or amended without the consent of the Holder of each Debenture
affected; provided, however, that if the Debentures are held by the
Institutional Trustee, such waiver or modification to such waiver shall not be
effective until the holders of a majority in aggregate liquidation amount of
Trust Securities shall have consented to such waiver or modification to such
waiver; provided further, that if the consent of the Holder of each outstanding
Debenture is required, such waiver shall not be effective until each holder of
the Trust Securities shall have consented to such waiver. Upon any such waiver,
the default covered thereby shall be deemed to be cured for all purposes of this
Second Supplemental Indenture and the Indenture and the Company, the Debt
Trustee and the Holders shall be restored to their former positions and rights
hereunder, respectively; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon. Whenever any default or
Event of Default hereunder shall have been waived as permitted by Section 5.08
of the Indenture, said default or Event of Default shall for all purposes of the
Debentures and the Indenture be deemed to have been cured and to be not
continuing.


                                       13
<PAGE>   16

                  Section 9.4       Debt Trustee Not Responsible for Recitals.

                  The recitals herein contained are made by the Company and not
by the Debt Trustee, and the Debt Trustee assumes no responsibility for the
correctness thereof. The Debt Trustee makes no representation as to the validity
or sufficiency of this Second Supplemental Indenture.

                  Section 9.5       Governing Law.

                  This Second Supplemental Indenture and each Debenture shall be
construed in accordance with and governed by the laws of the State of New York.

                  Section 9.6       Separability.

                  In case any one or more of the provisions contained in this
Second Supplemental Indenture or in the Debentures shall for any reason be held
to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions of this
Second Supplemental Indenture or of the Debentures, but this Second Supplemental
Indenture and the Debentures shall be construed as if such invalid or illegal or
unenforceable provision had never been contained herein or therein.

                  Section 9.7       Counterparts.

                  This Second Supplemental Indenture may be executed in any
number of counterparts each of which shall be an original; but such counterparts
shall together constitute but one and the same instrument.


                                       14
<PAGE>   17

                  IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed and attested, as of the day and year
first above written.

                                           SUNTRUST BANKS, INC.


                                           By:
                                              ----------------------------------
                                              Name:
                                              Title:
Attest:


By:
   -------------------------------
    Name:
    Title:

                                           BANK ONE, N.A., as Debt Trustee

                                           By:
                                              ----------------------------------
                                                  John R. Prendiville
                                                  Vice President

Attest:


By:
   -------------------------------
    Name:
    Title:


                                       15
<PAGE>   18

                                                                       EXHIBIT A

                           (FORM OF FACE OF DEBENTURE)

                  [IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE, INSERT - This
Debenture is a Book-Entry Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a
nominee of a Depositary. This Debenture is exchangeable for Debentures
registered in the name of a person other than the Depositary or its nominee only
in the limited circumstances described in the Indenture, and no transfer of this
Debenture (other than a transfer of this Debenture 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 Debenture is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York, New
York) to the issuer or its agent for registration of transfer, exchange or
payment, and any Debenture issued is registered in the name of Cede & Co. or
such other name as requested by an authorized representative of The Depository
Trust Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the
registered owner hereof, Cede & Co., has an interest herein.]


                                      A-1
<PAGE>   19

No. __________                                              CUSIP No. __________

                              SUNTRUST BANKS, INC.

                  [ ]%, Junior Subordinated Deferrable Interest

                        Debentures due October [ ], 2031

                  SUNTRUST BANKS, INC., a Georgia corporation (the "Company",
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to SunTrust Capital IV,
or registered assigns, the principal sum of $___________ on October [ ], 2031,
and to pay interest on said principal sum from October [ ], 2001 or from the
most recent interest payment date to which interest has been paid or duly
provided for, quarterly (subject to deferral as set forth herein) in arrears on
the _____ day of ________, _______, _______ and ________ of each year commencing
_____, 2002, at a rate of _____% per annum until the principal hereof shall have
become due and payable, and on any overdue principal and premium, if any, at a
rate of _____% per annum and (without duplication and to the extent that payment
of such interest is enforceable under applicable law) on any overdue installment
of interest at a rate of _____% per annum compounded quarterly. The amount of
interest payable on any Interest Payment Date (as defined below) shall be
calculated as provided in the Indenture. In the event that any date on which
interest is payable on this Debenture is not a Business Day, then payment of
interest payable on such date will be made on the next succeeding day that is a
Business Day, except that, if such Business Day is in the next succeeding
calendar year, such payment shall be made on the immediately preceding Business
Day, in each case with the same force and effect as if made on such date (each
date on which interest is actually payable, an "Interest Payment Date"). The
interest installment so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in the Indenture, be paid to the
person in whose name this Debenture (or one or more Predecessor Debt Securities,
as defined in said Indenture) is registered at the close of business on the
regular record date for such interest installment, which shall be, except if the
Debentures are held by the Institutional Trustee, the close of business on the
________, ________, _______ and _________ prior to the applicable Interest
Payment Date. Any such interest installment not punctually paid or duly provided
for shall forthwith cease to be payable to the registered Holders on such
regular record date and may be paid to the Person in whose name this Debenture
(or one or more Predecessor Debt Securities) is registered at the close of
business on a special record date to be fixed by the Debt Trustee for the
payment of such defaulted interest, notice whereof shall be given to the
registered Holders not less than 10 days prior to such special record date, or
may be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange or interdealer quotation system on which
the Debentures may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture. The principal of,
premium, if any, and interest (including Compounded Interest and Additional
Sums, if any) on this Debenture shall be payable at the office or agency of the
Debt Trustee maintained for that purpose in any


                                      A-2
<PAGE>   20

coin or currency of the United States of America that at the time of payment is
legal tender for payment of public and private debts; provided, however, that
payment of interest may be made, at the option of the Company, by check mailed
to the registered Holder at such address as shall appear in the Security
Register or by wire transfer to an account designated by a Holder in writing not
less than ten days prior to the date of payment. Notwithstanding the foregoing,
so long as the Holder of this Debenture is the Institutional Trustee, the
payment of the principal of, premium, if any, and interest on this Debenture
will be made at such place and to such account as may be designated by the
Institutional Trustee.

                  The indebtedness evidenced by this Debenture is, to the extent
provided in the Indenture, subordinate and junior in right of payment to the
prior payment in full of all Senior Indebtedness, and this Debenture is issued
subject to the provisions of the Indenture with respect thereto. Each Holder of
this Debenture, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Debt Trustee on his or her behalf to
take such action as may be necessary or appropriate to acknowledge or effectuate
the subordination so provided and (c) appoints the Debt Trustee his or her
attorney-in-fact for any and all such purposes. Each Holder hereof, by his or
her acceptance hereof, hereby waives all notice of the acceptance of the
subordination provisions contained herein and in the Indenture by each holder of
Senior Indebtedness, whether now outstanding or hereafter incurred, and waives
reliance by each such holder or creditor upon said provisions.

                  This Debenture shall not be entitled to any benefit under the
Indenture hereinafter referred to, or be valid or become obligatory for any
purpose until the Certificate of Authentication hereon shall have been signed by
or on behalf of the Debt Trustee.

                  THIS DEBENTURE IS NOT A SAVINGS ACCOUNT DEPOSIT OR OTHER
OBLIGATION OF ANY BANK OR A NONBANK SUBSIDIARY THEREOF, AND IS NOT INSURED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND OR ANY OTHER
GOVERNMENTAL AGENCY.

                  The provisions of this Debenture are continued on the reverse
side hereof and such continued provisions shall for all purposes have the same
effect as though fully set forth at this place.


                                      A-3
<PAGE>   21

                  IN WITNESS WHEREOF, the Company has caused this instrument to
be executed.

                                          SUNTRUST BANKS, INC.


                                           By:
                                              ----------------------------------

                                                  Name:
                                                  Title:
Attest:


By:
   -------------------------------
       Name:
       Title:

CERTIFICATE OF AUTHENTICATION

                  This is one of the Debt Securities of the series designated
therein referred to in the within-mentioned Indenture.

Bank One, N.A.,
as Debt Trustee


By:
   -------------------------------
    Authorized Officer


Dated:
       ---------------------------


                                      A-4
<PAGE>   22

                         (FORM OF REVERSE OF DEBENTURE)

                  This Debt Security is one of a duly authorized series of debt
securities of the Company (herein sometimes referred to as the "Debentures"),
all issued or to be issued in one or more series under and pursuant to an
Indenture, dated as of February 11, 1998, duly executed and delivered between
the Company and Bank One, N.A. (as successor of The First National Bank of
Chicago), as Debt Trustee (the "Debt Trustee"), as supplemented by the Second
Supplemental Indenture, dated as of October __, 2001 between the Company and the
Trustee (the Indenture as so supplemented, the "Indenture"), to which Indenture
and all indentures supplemental thereto reference is hereby made for a
description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Debt Trustee, the Company and the Holders of the
Debentures. By the terms of the Indenture, Debt Securities are issuable in
series that may vary as to amount, date of maturity, rate of interest and in
other respects as provided in the Indenture. This Debenture is one of the series
designated on the face hereof and is limited in aggregate principal amount as
specified in said Second Supplemental Indenture.

                  Upon the occurrence and continuation of a Tax Event,
Investment Company Event or Capital Treatment Event, the Company shall have the
right, subject to certain conditions set forth in the Indenture, to redeem this
Debenture in whole, but not in part, at the Redemption Price within 90 days
following the occurrence of such Tax Event, Investment Company Event or Capital
Treatment Event (or, if the prior approval of the Board of Governors of the
Federal Reserve System (the "Federal Reserve Board") is then required, on such
later date as promptly as practicable after such approval is obtained). In
addition, the Company shall have the right to redeem this Debenture, in whole or
in part, from time to time on or after October [ ], 2006, at the Redemption
Price. Any redemption pursuant to this paragraph will be made upon not less than
30 days nor more than 60 days notice. If the Debentures are only partially
redeemed by the Company pursuant to an Optional Redemption, the Debentures will
be redeemed pro rata or by lot or by any other method utilized by the Security
Registrar; provided that if, at the time of redemption, the Debentures are
registered as a Global Debenture, the Depositary shall determine the principal
amount of such Debentures beneficially held by each Debenture holder to be
redeemed in accordance with its procedures.

                  In the event of redemption of this Debenture in part only, a
new Debenture or Debentures for the unredeemed portion hereof will be issued in
the name of the Holder hereof upon the cancellation hereof.

                  Notwithstanding the foregoing, any redemption of Debentures by
the Company shall be subject to the prior approval of the Federal Reserve Board,
if such approval is then required under applicable law, rules, guidelines or
policies of the Federal Reserve Board.

                  In case an Event of Default, as defined in the Indenture,
shall have occurred and be continuing, the principal of all of the Debentures
may be declared, and


                                      A-5
<PAGE>   23

upon such declaration shall become, due and payable, in the manner, with the
effect and subject to the conditions provided in the Indenture.

                  The Indenture contains provisions permitting the Company and
the Debt Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of the outstanding Debt Securities of all series
affected (acting as one class), to execute supplemental indentures for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Indenture or of any supplemental indenture or of
modifying in any manner the rights of the Holders of the Debt Securities;
provided, however, that no such supplemental indenture shall without the consent
of the Holders of the outstanding Debentures affected thereby (i) change the
Maturity Date, or reduce the rate or extend the time of payment of interest
(except as contemplated by Section 4.1 of the Second Supplemental Indenture), or
reduce the principal amount thereof, or reduce any amount payable on prepayment
thereof, or make the principal thereof or any interest or premium thereon
payable in any coin or currency other than that in which any Debenture (or
premium, if any, thereon) or the interest thereon is payable according to its
terms, or impair or affect the right of any Holder to institute suit for payment
thereof; or (ii) reduce the percentage in principal amount of the outstanding
Debentures, the Holders of which are required to consent to any such amendment
to the Second Supplemental Indenture; provided, however, that if the Debentures
are held by the Institutional Trustee of the Trust, such amendment shall not be
effective until the holders of a majority in liquidation amount of Trust
Securities shall have consented to such amendment; provided, further, that if
the consent of the Holder of each outstanding Debenture is required, such
amendment shall not be effective until each holder of the Trust Securities shall
have consented to such amendment. The Indenture also contains provisions
permitting the Holders of a majority in aggregate principal amount of the
outstanding Debt Securities of any series affected thereby, on behalf of all of
the Holders of the Debt Securities of such series, to waive any past default in
the performance of any of the covenants contained in the Indenture, or
established pursuant to the Indenture with respect to such series, and its
consequences, except a default in the payment of the principal of, premium, if
any, or interest on any of the Debt Securities of such series. Any such consent
or waiver by the registered Holder of this Debenture (unless revoked as provided
in the Indenture) shall be conclusive and binding upon such Holder and upon all
future Holders and owners of this Debenture and of any Debenture issued in
exchange therefor or in place hereof (whether by registration of transfer or
otherwise), irrespective of whether or not any notation of such consent or
waiver is made upon this Debenture.

                  No reference herein to the Indenture and no provision of this
Debenture or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of, premium,
if any, and interest on this Debenture at the time and place and at the rate and
in the money herein prescribed.

                  So long as no Event of Default has occurred and is continuing,
the Company shall have the right, at any time and from time to time during the
term of the Debentures, to defer payments of interest on this Debenture by
extending the interest payment period of this Debenture for a period not
exceeding 20 consecutive quarterly periods (an "Extension Period") during which
Extension Period no interest shall be due and payable;


                                      A-6
<PAGE>   24

provided that no Extension Period shall end on a date other than an Interest
Payment Date or extend beyond the Maturity Date. Before the termination of any
Extension Period, the Company may further defer payments of interest by further
extending such period, provided that such period, together with all such
previous and further extensions within such Extension Period, shall not exceed
20 consecutive quarterly periods or extend beyond the Maturity Date. Upon the
termination of any Extension Period and the payment of all accrued and unpaid
interest and including any Additional Sums and Compounded Interest then due, the
Company may commence a new Extension Period, subject to the foregoing
requirements.

                  The Company will not (i) declare or pay any dividends or
distributions on, or prepay, purchase, acquire, or make a liquidation payment
with respect to, any of the Company's capital stock, (ii) make any payment of
principal of, premium, if any, or interest on or repay, repurchase or redeem any
debt securities of the Company (including Other Debt Securities) that rank pari
passu with, or junior in right of payment to, the Debentures or (iii) make any
guarantee payments with respect to any guarantee by the Company of the debt
securities of any Subsidiary of the Company (including Other Guarantees) if such
guarantee ranks pari passu with or junior in right of payment to the Debentures
(other than (a) dividends, distributions, redemptions, purchases or acquisitions
made by the Company by way of issuance of its capital stock (or options,
warrants or other rights to subscribe therefor), (b) any declaration of a
dividend in connection with the implementation of a shareholder's rights plan,
or the issuance of stock under any such plan in the future, or the prepayment or
repurchase of any such rights pursuant thereto, (c) payments under the Preferred
Securities Guarantee or Common Securities Guarantee, (d) the purchase of
fractional interests in shares resulting from a reclassification of the
Company's capital stock, (e) the purchase of fractional interests in shares of
the Company's capital stock pursuant to the conversion or exchange provisions of
such capital stock or the security being converted or exchanged, (f) purchases
of Common Stock related to the issuance of Common Stock or rights under any of
the Company's benefit plans for its directors, officers or employees and (g)
obligations under any dividend reinvestment plan or stock purchase plan of the
Company), if at such time (1) there shall have occurred any event of which the
Company has actual knowledge that (a) with the giving of notice, or the lapse of
time, or both would constitute an Event of Default and (b) in respect of which
the Company shall not have taken reasonable steps to cure, (2) if such
Debentures are held by the Institutional Trustee, the Company shall be in
default with respect to its payment obligations under the Preferred Securities
Guarantee or Common Securities Guarantee or (3) the Company shall have given
notice of its selection of an Extension Period and shall not have rescinded such
notice or such Extension Period and such Extension Period shall be continuing.

                  Subject to the prior approval of the Federal Reserve Board if
such approval is then required under applicable law, rules, guidelines or
policies of the Federal Reserve Board, the Company will have the right at any
time to liquidate the Trust and cause the Debentures to be distributed to the
holders of the Trust Securities in liquidation of the Trust.


                                      A-7
<PAGE>   25

                  As provided in the Indenture and subject to certain
limitations therein set forth, this Debenture is transferable by the registered
Holder hereof on the Security Register of the Company, upon surrender of this
Debenture for registration of transfer at the office or agency of the Debt
Trustee in New York, New York, c/o [      ] accompanied by a written instrument
or instruments of transfer in form satisfactory to the Company and the Security
Registrar duly executed by the registered Holder hereof or his or her attorney
duly authorized in writing, and thereupon one or more new Debentures of
authorized denominations and for the same aggregate principal amount will be
issued to the designated transferee or transferees. No service charge will be
made for any such transfer, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in relation
thereto.

                  Prior to due presentment for registration of transfer of this
Debenture, the Company, the Debt Trustee, any paying agent and the Security
Registrar may deem and treat the registered holder hereof as the owner hereof
(whether or not this Debenture shall be overdue and notwithstanding any notice
of ownership or writing hereon made by anyone other than the Security Registrar)
for the purpose of receiving payment of or on account of the principal hereof
and premium, if any, and (subject to Section 2.5 of the Second Supplemental
Indenture) interest due hereon and for all other purposes, and neither the
Company nor the Debt Trustee nor any paying agent nor any Security Registrar
shall be affected by any notice to the contrary.

                  No recourse shall be had for the payment of the principal of
or the interest on this Debenture, or for any claim based hereon, or otherwise
in respect hereof, or based on or in respect of the Indenture, against any
incorporator, stockholder, officer or director, past, present or future, as
such, of the Company or of any predecessor or successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issuance hereof, expressly
waived and released.

                  The Debentures are issuable only in registered form without
coupons in denominations of $25 and any integral multiple thereof.

                  All terms used in this Debenture that are defined in the
Indenture shall have the meanings assigned to them in the Indenture.

                  THE INDENTURE AND THE DEBENTURES SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.


                                      A-8