Form of Third Supplemental Indenture to the Junior Subordinated Notes Indenture


 Exhibit 4.4 
  
  
 THIRD SUPPLEMENTAL
INDENTURE 
 between 
 SUNTRUST BANKS, INC. 
 and 
 U.S. BANK NATIONAL ASSOCIATION 
 Dated as of [    ], 2008 
 Supplement to Junior Subordinated Indenture, 
 dated as of October 25, 2006 
  
  






 TABLE OF CONTENTS 
  

 

					
	 ARTICLE I
  
 DEFINITIONS

			
	 Section 1.1
	  	Definitions	  	1
	 ARTICLE II
  
 GENERAL TERMS AND CONDITIONS OF THE JSNS
	  	
			
	 Section 2.1
	  	Designation, Principal Amount and Authorized Denomination	  	9
	 Section 2.2
	  	Repayment	  	9
	 Section 2.3
	  	Form	  	9
	 Section 2.4
	  	Rate of Interest; Interest Payment Date	  	9
	 Section 2.5
	  	Interest Deferral	  	10
	 Section 2.6
	  	Dividend and Other Payment Stoppages during Extension Period	  	11
	 Section 2.7
	  	Alternative Payment Mechanism	  	12
	 Section 2.8
	  	Redemption of the JSNs	  	14
	 Section 2.9
	  	Events of Default	  	14
	 Section 2.10
	  	Securities Registrar; Paying Agent; Delegation of Trustee Duties	  	15
	 Section 2.11
	  	Obligation to Seek Shareholder Approval to Increase Authorized Share	  	15
	 Section 2.12
	  	Limitation on Claims in the Event of Bankruptcy, Insolvency or Receivership	  	15
	 Section 2.13
	  	Amendment	  	15
	 ARTICLE III
  
 REPAYMENT OF JSNS
	  	
			
	 Section 3.1
	  	Deposit of Repayment Amount	  	16
	 Section 3.2
	  	Repayment of JSNs	  	16
	 ARTICLE IV
  
 EXPENSES

			
	 Section 4.1
	  	Expenses	  	16
	 ARTICLE V
  
 FORM OF JSN

			
	 Section 5.1
	  	Form of JSNs	  	17

  


					
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		 		  	THIRD SUPPLEMENTAL INDENTURE









					
	 ARTICLE VI
  
 ORIGINAL ISSUE OF JSNS

			
	 Section 6.1
	  	Original Issue of JSNs	  	23
	 Section 6.2
	  	Calculation of Original Issue Discount	  	23
	 ARTICLE VII
  
 SUBORDINATION

			
	 Section 7.1
	  	Senior Debt	  	23
	 Section 7.2
	  	Compliance with Federal Reserve Rules	  	24
	 ARTICLE VIII
  
 MISCELLANEOUS

			
	 Section 8.1
	  	Effectiveness	  	24
	 Section 8.2
	  	Successors and Assigns	  	24
	 Section 8.3
	  	Further Assurances	  	24
	 Section 8.4
	  	Effect of Recitals	  	24
	 Section 8.5
	  	Ratification of Indenture	  	24
	 Section 8.6
	  	Governing Law	  	24

  


					
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		 		  	THIRD SUPPLEMENTAL INDENTURE








 THIRD SUPPLEMENTAL INDENTURE, dated as
of March 4, 2008, between SUNTRUST BANKS, INC., a Georgia corporation (the “Company”), having its principal office at 303 Peachtree Street, NE, Atlanta, Georgia
30308, and U.S. BANK NATIONAL ASSOCIATION, as trustee (hereinafter called the “Trustee”). 
 RECITALS OF THE COMPANY 
 The Company and the Trustee entered into a Junior Subordinated Indenture, dated as of October 25, 2006 (the “Indenture”). 
 SunTrust Capital IX, a Delaware statutory trust (the “Trust”), has offered to the public its trust preferred securities known as 7.875% Trust Preferred Securities (the “Trust Preferred
Securities”), which are beneficial interests in 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 its common securities (the “Trust
Common Securities” and, together with the Trust Preferred Securities, the “Trust Securities”), in the JSNs (as defined herein). 
 Section 9.1 of the Indenture provides that the Company and the Trustee may, without the consent of any Holder, enter into a supplemental indenture to establish the form or terms of securities of any series as
permitted by Section 2.1 or 3.1 thereof. 
 Pursuant to Sections 2.1 and 3.1 of the Indenture, the Company desires to provide for the
establishment of a new series of Securities under the Indenture, the form and substance of such Securities and the terms, provisions and conditions thereof to be set forth as provided in the Indenture and this Third Supplemental Indenture.

 The Company has delivered to the Trustee an Opinion of Counsel and an Officers’ Certificate pursuant to Section 9.3 of the
Indenture to the effect that all conditions precedent provided for in the Indenture to the Trustee’s execution and delivery of this Third Supplemental Indenture have been complied with. 
 The Company has requested that the Trustee execute and deliver this Third Supplemental Indenture and satisfy all requirements necessary to make this
Third Supplemental Indenture a valid instrument in accordance with its terms, and to make the JSNs, when executed by the Company and authenticated and delivered by the Trustee, the valid obligations of the Company and all acts and things necessary
have been done and performed to make this Third Supplemental Indenture enforceable in accordance with its terms, and the execution and delivery of this Third Supplemental Indenture has been duly authorized in all respects. 
 NOW, THEREFORE, THIS THIRD SUPPLEMENTAL INDENTURE
WITNESSETH: For and in consideration of the premises and the purchase of the JSNs by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the JSNs, as follows:

 ARTICLE I 
 DEFINITIONS 
 Section 1.1 Definitions 
 For all purposes of this Third Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires: 
  


 THIRD SUPPLEMENTAL INDENTURE 







 (a) Terms defined in the Indenture or the Declaration of Trust (as defined herein) have the same meaning
when used in this Third Supplemental Indenture unless otherwise specified herein. 
 (b) The terms defined in this Article have the meanings
assigned to them in this Article, and include the plural as well as the singular. 
 (c) The words “herein,” “hereof” and
“hereunder” and other words of similar import refer to this Third Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision, and any reference to an Article, Section or other subdivision refers to an
Article, Section or other subdivision of this Third Supplemental Indenture. 
 (d) Any reference herein to “interest” shall include
any Additional Interest. 
 “Additional Interest” means the interest, if any, that shall accrue on any interest on the
Securities of any series the payment of which has not been made on the applicable Interest Payment Date and that shall accrue at the rate per annum specified or determined as specified in such Security. 
 “Administrative Trustee” has the meaning specified in the Declaration of Trust. 
 “APM Period” means, with respect to any Extension Period, the period commencing on the earlier of (i) the first Interest Payment
Date following the commencement of such Extension Period on which the Company pays any current interest on the JSNs from any source of funds or (ii) the fifth anniversary of the commencement of the Extension Period, and ending on the next
Interest Payment Date on which the Company has raised an amount of Eligible Proceeds at least equal to the aggregate amount of accrued and unpaid deferred interest on the JSNs. 
 “Bankruptcy Event” has the meaning specified in the Declaration of Trust. 
 “Business Combination” means a merger, consolidation, amalgamation or conveyance, transfer or lease of assets substantially as an
entirety by one Person to any other Person. 
 “Capital Treatment Event” means the Company’s reasonable determination
that, as a result of the occurrence of any amendment to, or change (including any announced prospective change) in, the laws (or any rules or 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, rules or regulations, which amendment or change is effective or which pronouncement, action or decision is announced on or
after the date of issuance of the Trust Preferred Securities, there is more than an insubstantial risk that the Company will not be entitled to treat an amount equal to the aggregate liquidation amount of the Trust Preferred Securities as “Tier
1 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. 
 “Commercially Reasonable Efforts” to sell Qualifying APM Securities means commercially reasonable efforts to complete the offer and sale of Qualifying APM Securities to Persons other than Subsidiaries
in public offerings or private placements. The Company shall not be considered to have made Commercially Reasonable Efforts to effect a sale of Qualifying APM Securities if it determines not to pursue or complete such sale due to pricing, coupon,
dividend rate or dilution considerations. 
 “Common Stock” means the common stock of the Company (including Common Stock
issued pursuant to the Company’s dividend reinvestment plan and employee benefit plans). 
  

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 “Common Equity Issuance Cap” has the meaning specified in Section 2.7(a).

 “Company” has the meaning specified in the Recitals. 
 “Covered Debt” has the meaning specified in the Replacement Capital Covenant. 
 “Creditor” has the meaning specified in Section 4.1. 
 “Current Stock Market Price” means, with respect to Common Stock on any date, (i) the closing sale price per share (or if no closing sale price is reported, the average of the bid and ask prices
or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported in composite transactions by the New York Stock Exchange, (ii) if Common Stock is not then listed on the New York Stock
Exchange, as reported by the principal U.S. securities exchange on which Common Stock is traded or quoted on the relevant date, (iii) if Common Stock is not listed on any U.S. securities exchange on the relevant date, the last quoted bid price
for Common Stock in the over-the-counter market on the relevant date as reported by the Pink Sheets LLC or a similar organization, or (iv) if Common Stock is not so quoted, the average of the mid-point of the last bid and ask prices for Common
Stock on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Company for this purpose. 
 “Declaration of Trust” means the Second Amended and Restated Declaration of Trust, dated as of March 4, 2008, among the Company, as Sponsor of the Trust, U.S. Bank National Association, as the
Property Trustee, U.S. Bank Trust National Association, as the Delaware Trustee, and the Administrative Trustees. 
 “Delaware
Trustee” has the meaning specified in the Declaration of Trust. 
 “Eligible Proceeds” means, for each relevant
Interest Payment Date, the net proceeds (after deducting underwriters’ or placement agents’ fees, commissions or discounts and other expenses relating to the issuance or sale) the Company has received during the 180-day period prior to
such Interest Payment Date from the issuance or sale of Qualifying APM Securities (excluding sales of Qualifying Preferred Stock in excess of the Preferred Stock Issuance Cap) to Persons that are not the Company’s Subsidiaries. 
 “Extension Period” means the period commencing on an Interest Payment Date with respect to which the Company elects to defer interest
pursuant to Section 2.5 and ending on the earlier of (i) the tenth anniversary of that Interest Payment Date and (ii) the next Interest Payment Date on which the Company has paid the amount deferred, all deferred amounts with respect
to any subsequent period and all other accrued and unpaid interest on the JSNs. The settlement of all deferred interest pursuant to Section 2.5(c), whether it occurs on an Interest Payment Date or another date, will immediately terminate the
Extension Period. 
 “Guarantee Agreement” means the Guarantee Agreement between the Company, as guarantor, and U.S. Bank
National Association, as guarantee trustee, dated as of March 4, 2008. 
 “Indenture” has the meaning specified in the
Recitals. 
 “Intent-Based Replacement Disclosure” has the meaning specified in the Replacement Capital Covenant.

 “Interest Payment Dates” shall have the meaning specified in Section 2.4. 
  

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 “Interest Period” means the period beginning on and including any Interest Payment Date
(or, in the case of the first Interest Payment Date, beginning on and including March 4, 2008) and ending on but excluding the next Interest Payment Date. 
 “JSNs” has the meaning specified in Section 2.1. 
 “Liquidation
Amount” has the meaning specified in the Declaration of Trust. 
 “Make-Whole Redemption Price” means, with respect
to a redemption of the JSNs prior to March 15, 2013 after the occurrence of a Rating Agency Event, a value equal to the greater of (a) 100% of the principal amount of the JSNs being redeemed or (b) the sum of the present values of the
remaining scheduled payments of principal (discounted from March 15, 2013) and interest that would have been payable to and including March 15, 2013 (discounted from their respective Interest Payment Dates) on the JSNs to be redeemed (not
including any portion of such payments of interest accrued to the Redemption Date), discounted to the Redemption Date on a quarterly basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Treasury Rate
plus 0.50%, plus accrued and unpaid interest to the Redemption Date. 
 “Mandatory Trigger Provision” has the meaning
specified in the Replacement Capital Covenant. 
 “Market Disruption Event” means, with respect to the issuance or sale of
Qualifying APM Securities pursuant to Section 2.7, the occurrence or existence of any of the following events or sets of circumstances: 
 (i) Trading in securities generally (or in the Common Stock or Preferred Stock specifically) on the New York Stock Exchange or any other national securities exchange or in the over-the-counter market, on which Common
Stock and/or Preferred Stock is then listed or traded, shall have been suspended or the settlement of such trading generally shall have been materially disrupted or minimum prices shall have been established on any such exchange or market by the
United States Securities and Exchange Commission, by the relevant exchange or by any other regulatory body or governmental body having jurisdiction, and the establishment of such minimum prices materially disrupts or otherwise has a material adverse
effect on trading in, or the issuance and sale of, Common Stock or Preferred Stock; 
 (ii) The Company would be required to
obtain the consent or approval of a regulatory body (including, without limitation, any securities exchange but excluding the Federal Reserve) or governmental authority to issue or sell Qualifying APM Securities pursuant to the alternative payment
mechanism described in Section 2.7, and such consent or approval has not yet been obtained notwithstanding the Company’s commercially reasonable efforts to obtain such consent or approval; 
 (iii) The number of shares of Common Stock necessary to raise sufficient proceeds to pay the deferred interest payments would exceed the
Shares Available for Issuance and consent of the Company’s shareholders to increase the amount of authorized shares has not been obtained despite the Company having used commercially reasonable efforts to obtain such consent; provided that the
foregoing market disruption event will not relieve the Company of its obligation to issue the number of shares available for issuance and to apply the proceeds thereof in partial payment of deferred interest; 
  

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 (iv) A banking moratorium shall have been declared by the federal or state authorities of
the United States such that market trading in Common Stock or Preferred Stock has been materially disrupted; 
 (v) A material
disruption shall have occurred in commercial banking or securities settlement or clearance services in the United States such that market trading in Qualifying APM Securities has been materially disrupted; 
 (vi) The United States shall have become engaged in hostilities, there shall have been an escalation in hostilities involving the United
States, there shall have been a declaration of a national emergency or war by the United States or there shall have occurred any other national or international calamity or crisis such that market trading in Qualifying APM Securities has been
materially disrupted; 
 (vii) There shall have occurred such a material adverse change in general domestic or international
economic, political or financial conditions, including without limitation as a result of terrorist activities, such that market trading in Qualifying APM Securities has been materially disrupted; 
 (viii) An event occurs and is continuing as a result of which the offering document for such offer and sale of Qualifying APM Securities,
would, in the reasonable judgment of the Company, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and either (x) the
disclosure of that event at such time, in the reasonable judgment of the Company, is not otherwise required by law and would have a material adverse effect on the business of the Company or (y) the disclosure relates to a previously undisclosed
proposed or pending material business transaction, the disclosure of which would impede the ability of the Company to consummate such transaction, provided that no single suspension period contemplated by this paragraph (viii) shall exceed 90
consecutive days and multiple suspension periods contemplated by this paragraph (viii) shall not exceed an aggregate of 180 days in any 360-day period; or 
 (ix) the Company reasonably believes that the offering document for such offer and sale of Qualifying APM Securities would not be in
compliance with a rule or regulation of the United States Securities and Exchange Commission (for reasons other than those referred to in paragraph (viii) above), and the Company is unable to comply with such rule or regulation or such
compliance is unduly burdensome, provided that no single suspension period contemplated by this paragraph (ix) shall exceed 90 consecutive days and multiple suspension periods contemplated by this paragraph (ix) shall not exceed an
aggregate of 180 days in any 360-day period. 
 “Maturity Date” has the meaning specified in Section 2.2(a).

 “Parity Securities“ means debt securities or guarantees of the Company that rank upon liquidation on a parity with the
JSNs, and includes the JSNs. 
 “Paying Agent” means, with respect to the JSNs, U.S. Bank National Association or any other
Person authorized by the Company to pay the principal of (and premium, if any) or interest on the JSNs on behalf of the Company. 
 “Paying Agent Office” means the office of the applicable Paying Agent at which at any particular time its corporate agency business shall principally be administered in a Place of Payment, which 

  

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office at the date hereof in the case of U.S. Bank National Association, in its capacity as Paying Agent with respect to the JSNs under the Indenture, is
located at One Federal Street, 3rd Floor, Boston, MA 02110, Attention: Corporate Trust Department. 
 “Permitted Remedies” has the meaning specified in the Replacement Capital Covenant. 
 “Preferred Stock” means the preferred stock of the Company. 
 “Preferred Stock Issuance Cap” has the meaning specified in Section 2.7(a). 
 “Prospectus” means the prospectus, dated October 18, 2006, of the Company and the Trust relating to the offering of the Trust
Preferred Securities, as supplemented by the prospectus supplement, dated February 26, 2008. 
 “Qualifying APM
Securities” means Common Stock, Qualifying Preferred Stock and Qualifying Warrants, provided that the Company may, without the consent of the holders of the Trust Preferred Securities or the JSNs, amend the definition of
“Qualifying APM Securities” to eliminate Common Stock or Qualifying Warrants (but not both) from this definition if after the initial issue date for the Trust Preferred Securities an accounting standard or interpretive guidance of an
existing accounting standard issued by an organization or regulator that has responsibility for establishing or interpreting accounting standards in the United States becomes effective such that there is more than an insubstantial risk that failure
to eliminate Common Stock or Qualifying Warrants as a Qualifying APM Security would result in a reduction in the Company’s earnings per share as calculated for financial reporting purposes. 
 “Qualifying Preferred Stock” means the Company’s non-cumulative perpetual Preferred Stock that (i) contains no remedies other
than “Permitted Remedies” and (ii)(a) is subject to “Intent-Based Replacement Disclosure” and has a “Mandatory Trigger Provision,” as such terms are defined in the Replacement Capital Covenant, or (b) is subject to
a Qualifying Replacement Capital Covenant. 
 “Qualifying Replacement Capital Covenant” has the meaning specified in the
Replacement Capital Covenant. 
 “Qualifying Warrants” means any net share settled warrants to purchase Common Stock that
(1) have an exercise price greater than the Current Stock Market Price of Common Stock and (2) that the Company is not entitled to redeem for cash and the holders of which are not entitled to require the Company to purchase for cash in any
circumstances. 
 “Quarterly Interest Payment Date” shall have the meaning specified in Section 2.4. 
 “Rating Agency Event” means an amendment, clarification or change has occurred after the date of initial issuance of the JSNs in the
equity criteria for securities such as the JSNs of any nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act that then publishes a rating for the Company (a “rating
agency”), which amendment, clarification or change results in (i) the length of time for which such current criteria are scheduled to be in effect being shortened with respect to the JSNs or (ii) a lower equity credit for the JSNs
than the then respective equity credit assigned by such rating agency or its predecessor at the date of initial issuance of the JSNs. 
 “Redemption Date” means the date at any time after the date hereof on which the Company elects to redeem the Securities. 
 “Redemption Price” has the meaning specified in Section 2.8(a). 
  

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 “Replacement Capital Covenant” means the Replacement Capital Covenant, dated as of
March 4, 2008, by the Company, as the same may be amended or supplemented from time to time in accordance with the provisions thereof and Section 2.2(a)(ii) hereof. 
 “Responsible Officer” means, with respect to U.S. Bank National Association in its capacity as Paying Agent, any officer within the
Corporate Trust Department (or any successor department, unit or division of U.S. Bank National Association) assigned to the Paying Agent Office of U.S. Bank National Association, in its capacity as Paying Agent, who has direct responsibility for
the administration of the Paying Agent functions of the Indenture. 
 “Securities Registrar” means, with respect to the
JSNs, U.S. Bank National Association, or any other firm appointed by the Company, acting as securities registrar for the JSNs. 
 “Securities Registrar Office” means the office of the applicable Securities
Registrar at which at any particular time its corporate agency business shall principally be administered, which office at the date hereof in the case of U.S. Bank National Association, in its capacity as Securities Registrar under the Indenture, is
located at One Federal Street, 3rd Floor, Boston, MA 02110, Attention: Corporate Trust Department. 
 “Shares Available for Issuance” shall be determined, at any time, by (i) deducting from the number of authorized and unissued
shares of Common Stock the maximum number of shares of Common Stock that can be issued under existing reservations and commitments under which the Company is able to determine such maximum number and (ii) allocating remaining authorized and
unissued shares of Common Stock on a pro rata basis or such other basis as the Company determines is appropriate to the alternative payment mechanism described in Section 2.7 hereof and to any other similar commitment that is of an
indeterminate nature and under which the Company is then required to issue shares. 
 “Special Record Date” has the meaning
specified in Section 2.5(c). 
 “Supervisory Event” shall commence upon the date the Company has notified the Federal
Reserve of its intention and affirmatively requested Federal Reserve approval both (1) to sell Qualifying APM Securities and (2) to apply the net proceeds of such sale to pay deferred interest on the JSNs, and the Company has been notified
that the Federal Reserve disapproves of either of these actions, even though the Company has affirmatively requested approval. A Supervisory Event shall cease on the Business Day following the earlier to occur of (i) the 10th anniversary of the
commencement of any Extension Period or (ii) the day on which the Federal Reserve notifies the Company in writing that it no longer disapproves of the Company’s intention to both (1) issue or sell Qualifying APM Securities and
(2) apply the net proceeds from such sale to pay deferred interest on the JSNs. 
 “Tax Event” means the receipt by the
Company or the Trust of an opinion of counsel experienced in such matters to the effect that, as a result of any amendment to, or change (including any announced prospective 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
pronouncement or decision is announced on or after the date of issuance of the Trust Preferred Securities, there is more than an insubstantial risk that (i) the Trust is, or will be within 90 days of the date of such Opinion of Counsel,
subject to U.S. federal income tax with respect to income received or accrued on the corresponding series of Securities issued by the Company to the Trust, (ii) interest payable by the Company on such corresponding series of Securities is not,
or within 90 days of the date of such Opinion of Counsel, will not be, deductible by the Company, in whole or in part, for U.S. federal income tax purposes or (iii) the Trust is, or will be within 90 days of the date of such Opinion
of Counsel, subject to more than a de minimis amount of other taxes, duties or other governmental charges. 
  

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 “Third Supplemental Indenture” 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. 
 “Trading Day” means a day on which Common Stock is traded on the New York Stock Exchange, or if not then listed on the New York Stock Exchange, a day on which Common Stock is traded or quoted on the
principal U.S. securities exchange on which it is listed or quoted, or if not then listed or quoted on a U.S. securities exchange, a day on which Common Stock is quoted in the over-the-counter market. 
 “Treasury Dealer” means Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc. or UBS Securities LLC (or their
respective successors) or, if Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc. or UBS Securities LLC (or their respective successors) refuse to act as Treasury Dealer for the purpose of determining the Make-Whole Redemption
Price or cease to be a primary U.S. Government securities dealer, another nationally recognized investment banking firm that is a primary U.S. Government securities dealer specified by the Company to act as Treasury Dealer. 
 “Treasury Price” means, for the purpose of calculating the Make-Whole Redemption Price, the bid-side price for the Treasury Security at
or around 3:30 p.m., New York City time, on that Trading Day (expressed on a next Trading Day settlement basis) as determined by the Treasury Dealer through such alternative means as are commercially reasonable under the circumstances. 

“Treasury Rate” means, for the purpose of calculating the Make-Whole Redemption Price, the quarterly equivalent yield to maturity of
the Treasury Security that corresponds to the Treasury Price (calculated in accordance with standard market practice and computed as of the second Trading Day preceding the Redemption Date). 
 “Treasury Security” means the United States Treasury security that the Treasury Dealer determines would be appropriate to use, at the
time of determination and in accordance with standard market practice, in pricing the JSNs being redeemed in a tender offer based on a spread to United States Treasury yields. 
 “Trust” has the meaning specified in the Recitals. 
 “Trust Common Securities” has the meaning specified in the Recitals. 
 “Trustee” has the meaning specified in the Recitals. 
 “Trust Preferred Securities” has the
meaning specified in the Recitals. 
 “Trust Securities” has the meaning specified in the Recitals. 
 “Underwriting Agreement” means the Underwriting Agreement, dated as of February 26, 2008, among the Trust, the Company and the
underwriters named therein. 
  

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 ARTICLE II 
 GENERAL TERMS AND CONDITIONS OF THE JSNS 
 Section 2.1 Designation, Principal Amount and Authorized
Denomination 
 There is hereby authorized a series of Securities designated the 7.875% Junior Subordinated Notes (the
“JSNs”), the amount of which to be issued shall be as set forth in any Company Order for the authentication and delivery of JSNs pursuant to the Indenture. The denominations in which JSNs shall be issuable is $25 principal amount
and integral multiples thereof. The maximum aggregate principal amount of JSNs that may be authenticated and delivered under the Indenture and this Third Supplemental Indenture is $685,010,000 (except for JSNs authenticated and delivered upon
registration of transfer of, or exchange for, or in lieu of, other JSNs pursuant to Section 3.4, 3.5, 3.6, 9.6, 11.6 or 14.3 of the Indenture). 
 Section 2.2 Repayment 
  

	 	(a)	Maturity Date. 

 (i) The principal
amount of, and all accrued and unpaid interest on, the JSNs shall be payable in full on March 15, 2068 or, if such day is not a Business Day, the following Business Day (the “Maturity Date”) regardless of the amount of
Qualifying APM Securities the Company may have issued and sold by that time. 
 (ii) The Company shall not amend or supplement
the Replacement Capital Covenant to amend the definitions incorporated into this Third Supplement Indenture except with the consent of the holders of a majority by principal amount of the debt that at the time of the amendment or supplement is the
covered debt (the “Covered Debt”). Except as aforesaid, the Company may amend or supplement the Replacement Capital Covenant in accordance with its terms and without the consent of the holders of the Covered Debt. 
 Section 2.3 Form 
 The JSNs shall be issued in
fully registered definitive form without interest coupons. Principal of and interest on the JSNs issued in definitive form will be payable, the transfer of such JSNs will be registrable and such JSNs will be exchangeable for JSNs bearing identical
terms and provisions and notices and demands to or upon the Company in respect of the JSNs and the Indenture may be served at the Corporate Trust Office of the Trustee, and the Company appoints the Trustee as its agent for the foregoing purposes,
provided that payment of interest may be made at the option of the Company by check mailed to the Holder at such address as shall appear in the Securities Register or by wire transfer in immediately available funds to the bank account number
of the Holder specified in writing by the Holder not less than 10 days before the relevant Interest Payment Date and entered in the Securities Register by the Securities Registrar, provided further that if the Property Trustee, on behalf of
the Trust, is the sole Holder of the JSNs then payment of interest shall be made by wire transfer in immediately available funds to a bank account number specified by the Property Trustee. The JSNs may be presented for registration of transfer or
exchange at the Securities Registrar Office. 
 Section 2.4 Rate of Interest; Interest Payment Date 
 (a) Rate of Interest. The JSNs shall bear interest from and including March 4, 2008 at the annual rate of 7.875%, computed on the basis of a
360-day year comprised of twelve 30-day months. 

  

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Accrued interest that is not paid on the applicable Interest Payment Date, including interest deferred pursuant to Section 2.5, will bear Additional
Interest, to the extent permitted by law, at the same interest rate in effect on the JSNs, from the relevant Interest Payment Date, compounded on each subsequent Interest Payment Date. 
 (b) Interest Payment Date. Subject to the other provisions hereof, interest on the JSNs shall be payable quarterly in arrears on
March 15, June 15, September 15 and December 15 of each year, commencing on June 15, 2008 (each such date, a “Quarterly Interest Payment Date” and collectively, the “Interest Payment
Dates”), or if any such day is not a Business Day, the following Business Day (and no interest shall accrue as a result of such postponement). 
 Section 2.5 Interest Deferral 
 (a) Option to Defer Interest Payments. The provisions of this Third Supplemental
Indenture relating to deferral of interest shall apply in lieu of, and not in addition to, Section 3.11 of the Indenture. 
 (i) The Company shall have the right at any time and from time to time, to defer the payment of interest on the JSNs for one or more consecutive Interest Periods that do not exceed 10 years, provided that no Extension Period shall
extend beyond the Maturity Date or the earlier repayment or redemption in full of the JSNs. Upon termination of any Extension Period and upon the payment of all deferred interest then due on any Interest Payment Date the Company may elect to begin a
new Extension Period pursuant to this Section 2.5. At the end of any Extension Period, the Company shall pay all deferred interest on the JSNs to the Persons in whose names the JSNs are registered in the Securities Register at the close of
business on the Regular Record Date with respect to the Interest Payment Date at the end of such Extension Period. 
 (ii) The
Company may elect to pay interest on any Interest Payment Date during any Extension Period to the extent permitted by Section 2.5(b). 
 (b) Payment of Deferred Interest. The Company will not pay deferred interest on the JSNs on any Interest Payment Date during any Extension Period prior to the Maturity Date or at any time an Event of Default has occurred and is
continuing from any source other than Eligible Proceeds. Notwithstanding the foregoing, (i) the Company may pay current interest during an Extension Period or at any other time from any available funds and (ii) if a Supervisory Event has
occurred and is continuing, then the Company may (but is not obligated to) pay deferred interest with cash from any source. In addition, if the Company sells Qualifying APM Securities pursuant to Section 2.7 but a Supervisory Event arises from
the Federal Reserve disapproving the use of the proceeds to pay deferred interest, the Company may use the proceeds for other purposes and continue to defer interest on the JSNs. 
 (c) Business Combination Exception. If the Company is involved in a Business Combination where immediately after its consummation more than 50% of
the voting stock of the Person formed by such Business Combination, or the Person that is the surviving entity of such Business Combination, or the Person to whom such properties and assets are conveyed, transferred or leased in such Business
Combination, is owned by the shareholders of the other party to such Business Combination, then Section 2.5(b) and Section 2.7 shall not apply to any Extension Period that is terminated on the next Interest Payment Date following the date
of consummation of such Business Combination (or if later, at any time within 90 days following the date of consummation of the Business Combination). The settlement of all deferred interest, whether it occurs on an Interest Payment Date or another
date, will immediately terminate the Extension period. The Company will establish a Special Record Date for the payment of any deferred interest pursuant to this Section 2.5(c) on a date other than an Interest Payment Date. 
  

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 (d) Notice of Deferral. The Company shall give written notice of its election to begin or extend
any Extension Period, (x) if the Property Trustee, on behalf of the Trust, is the sole Holder of the JSNs, to the Property Trustee and the Delaware Trustee at least five Business Days before the earlier of (A) the next succeeding date on
which the distributions on the Trust Preferred Securities are payable and (B) the date the Property Trustee is required to give notice to holders of the Trust Preferred Securities of the record or payment date for the related distribution, or
(y) if the Property Trustee, on behalf of the Trust, is not the sole Holder of the JSNs, to Holders of the JSNs and the Trustee at least five Business Days before the next Interest Payment Date. Notice of the Company’s election of an
Extension Period shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than three Business Days after the Property Trustee receives written notice from the Company to each holder of Trust Securities at such
holder’s address appearing in the Security Register. 
 Section 2.6 Dividend and Other Payment Stoppages during Extension Period 

(a) Dividend and Other Payment Stoppages. So long as any JSNs remain outstanding, if the Company has given notice of its election to
defer interest payments on the JSNs but the related Extension Period has not yet commenced or an Extension Period is continuing, the Company shall not, and shall not permit any Subsidiary of the Company to: 
 (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any
shares of capital stock of the Company; 
 (ii) make any payment of principal of, or interest or premium, if any, on, or
repay, purchase or redeem any Parity Securities or any debt securities or guarantees of the Company that ranks junior in interest upon liquidation to the JSNs; or 
 (iii) make any payments under any guarantee by the Company that ranks pari passu with or junior to the Guarantee Agreement; 
 provided, however, the restrictions in clauses (i), (ii) and (iii) above do not apply to: (1) any purchase, redemption or other acquisition of
shares of its capital stock by the Company in connection with (A) any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more of its employees, officers, directors, consultants or independent
contractors, (B) the satisfaction of the Company’s obligations pursuant to any contract entered into in the ordinary course prior to the beginning of the applicable Extension Period, (C) a dividend reinvestment or shareholder purchase
plan, (D) 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 applicable Extension Period, (E) 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 its capital stock, or of any class or series of its indebtedness for any
class or series of its capital stock, (F) any 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 securities being converted or exchanged,
(G) any declaration of a dividend in connection with any shareholder rights plan, or the issuance of rights, stock or other property under any shareholder rights plan, or the redemption or purchase of rights pursuant thereto, (H) payments
by the Company under any guarantee agreement executed for the benefit of the holders of the Trust Preferred Securities, (I) 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, (J) any payment of current or deferred interest on Parity Securities that is made
pro rata to the amounts due on such Parity Securities (including the JSNs) provided that such payments are made in accordance with Section 2.7(c) to the extent it applies, and any 

  

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payments of deferred interest on Parity Securities that, if not made, would cause the Company to breach the terms of the instrument governing such Parity
Securities, or (K) any payment of principal on Parity Securities necessary to avoid a breach of the instrument governing such Parity Securities. The distribution restrictions and exceptions in this Section 2.6 shall be in lieu of the
distribution restrictions and exceptions in Section 3.11 of the Indenture. 
 (b) Additional Limitation on Deferral over One
Year. If any Extension Period lasts longer than one year, the Company may not repurchase or acquire any securities ranking junior to or pari passu with any Qualifying APM Securities the proceeds of which were used to settle deferred
interest during the relevant Extension Period before the first anniversary of the date on which all deferred interest on the JSNs has been paid, subject to the exceptions listed in Section 2.6(a). However, if the Company is involved in a
Business Combination then the one year restriction on such repurchases in the preceding sentence will not apply to any Extension Period that is terminated on or prior to the next Interest Payment Date following the date of consummation of such
Business Combination (or if later, at any time within 90 calendar days following the date of such Business Combination). 
 Section 2.7
Alternative Payment Mechanism 
 (a) Obligation to Issue Qualifying APM Securities. During the APM Period, the Company
shall, subject to the occurrence and continuation of a Supervisory Event or a Market Disruption Event as described under Section 2.7(b) and subject to Section 2.5(c), issue one or more types of Qualifying APM Securities until the Company
has raised an amount of Eligible Proceeds at least equal to the aggregate amount of accrued and unpaid deferred interest on the JSNs and applied such Eligible Proceeds raised during any Extension Period pursuant to the alternative payment mechanism
described in this Section 2.7 to pay unpaid deferred interest on the JSNs, provided that: 
 (i) the foregoing obligations shall not apply to the extent that, with respect to deferred interest attributable to the first five years of any Extension Period, the net proceeds of any issuance of Common Stock (or, if the definition of
Qualifying APM Securities has been modified to exclude Common Stock, Qualifying Warrants) applied during such Extension Period to pay interest on the JSNs pursuant to this Section 2.7, together with the net proceeds of all prior issuances of
Common Stock and Qualifying Warrants so applied, would exceed an amount equal to 2% of the product of the average of the Current Stock Market Prices of the Common Stock on the 10 consecutive Trading Days ending on the second Trading Day immediately
preceding the date of issuance multiplied by the total number of issued and outstanding shares of Common Stock as of the date of the Company’s then most recent publicly available consolidated financial statements (the “Common Equity
Issuance Cap”); provided that the Common Equity Issuance Cap will cease to apply after the fifth anniversary of the commencement of any Extension Period, at which point the Company must pay any deferred interest regardless of the
time at which it was deferred, pursuant to this Section 2.7, subject to any Supervisory Event or Market Disruption Event; and provided, further, that if the Common Equity Issuance Cap is reached during an Extension Period and the Company
subsequently repays all deferred interest, the Common Equity Issuance Cap will cease to apply at the termination of such Extension Period and will not apply again unless and until the Company starts a new Extension Period; and 
 (ii) the foregoing obligations shall not apply to the extent that the net proceeds of any issuance of Qualifying Preferred Stock applied
to pay interest on the JSNs pursuant to this Section 2.7, together with the net proceeds of all prior issuances of Preferred Stock so applied during the current and all prior Extension Periods, would exceed 25% of the aggregate principal amount
of the JSNs initially issued under the Indenture (the “Preferred Stock Issuance Cap”). 
  

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 For the avoidance of doubt, (x) once the Company reaches the Common Equity Issuance Cap for an
Extension Period, the Company shall not be required to issue more Common Stock with respect to deferred interest attributable to the first five years of such Extension Period pursuant to this Section 2.7, even if the amount referred to in
clause (i) of this Section 2.7 subsequently increases because of a subsequent increase in the Current Stock Market Price of Common Stock or the number of outstanding shares of Common Stock, and (y) so long as the definition of
Qualifying APM Securities has not been amended to eliminate Common Stock, the sale of Qualifying Warrants to pay deferred interest is an option that may be exercised at the Company’s sole discretion, subject to the Common Equity Issuance Cap,
and the Company is not obligated to sell Qualifying Warrants or to apply the proceeds of any such sale to pay deferred interest on the JSNs, and no class of investors of the Company’s securities, or any other party, may require the Company to
issue Qualifying Warrants. 
 (b) Market Disruption Event and Supervisory Event. Section 2.7(a) shall not apply, with
respect to any Interest Payment Date, if the Company shall have provided to the Trustee (and to the Property Trustee of the Trust to the extent the Trust is the sole Holder of the JSNs) no more than 15 and no less than 10 Business Days prior to
such Interest Payment Date an Officers’ Certificate stating that (i) a Market Disruption Event was existing after the immediately preceding Interest Payment Date and (ii) either (x) the Market Disruption Event continued for the
entire period from the Business Day immediately following the preceding Interest Payment Date to the Business Day immediately preceding the date on which such Officers’ Certificate is provided or (y) the Market Disruption Event continued
for only part of such period but the Company was unable after Commercially Reasonable Efforts to raise sufficient Eligible Proceeds during the rest of that period to pay all accrued and unpaid interest due on the Interest Payment Date with respect
to which such Officers’ Certificate is being delivered. Section 2.7(a) shall not apply, with respect to any Interest Payment Date, if the Company shall have provided to the Trustee (and to the Property Trustee of the Trust to the extent
the Trust is the sole Holder of the JSNs) on or prior to such Interest Payment Date an Officers’ Certificate stating that (i) a Supervisory Event was existing after the immediately preceding Interest Payment Date and (ii) either
(x) the Supervisory Event prevented the sale of Qualifying APM Securities for the entire period from the Business Day immediately following the preceding Interest Payment Date to the Business Day immediately preceding the date on which such
Officers’ Certificate is provided or (y) the Supervisory Event prevented the sale of Qualifying APM Securities for only part of such period but the Company was unable after Commercially Reasonable Efforts to raise sufficient Eligible
Proceeds during the rest of that period to pay all accrued and unpaid interest due on the Interest Payment Date with respect to which such Officers’ Certificate is being delivered or (z) the Supervisory Event prevents the Company from
applying the net proceeds of sales of Qualifying APM Securities to pay deferred interest on such Interest Payment Date. 
  

	 	(c)	Partial Payment of Deferral Interest. 

 (i) If the Company has raised some but not all Eligible Proceeds necessary to pay all deferred interest on any Interest Payment Date pursuant to this Section 2.7, such Eligible Proceeds shall be allocated to pay accrued and unpaid
interest on the applicable Interest Payment Date in chronological order based on the date each payment was first deferred, subject to the Common Equity Issuance Cap and the Preferred Stock Issuance Cap, and payment on each installment of deferred
interest shall be distributed to Holders of such installment on a pro rata basis. 
 (ii) If the Company has
outstanding Parity Securities under which the Company is obligated to sell securities that are Qualifying APM Securities and apply the net proceeds to the payment of deferred interest or distributions, then on any date and for any period the amount
of net proceeds received by the Company from those sales and available for payment of the deferred interest and distributions shall be applied to the JSNs and those other Parity Securities on a pro rata  

  

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basis up to the Common Equity Issuance Cap and the Preferred Stock Issuance Cap (or comparable provisions in the instruments governing those other Parity
Securities) in proportion to the total amounts that are due on the JSNs and such other Parity Securities, or on such other basis as the Federal Reserve may approve. 
 (d) Qualifying APM Securities Definition Change. The Company shall send written notice to the Trustee (which notice the Trustee shall promptly forward upon receipt to the Administrative Trustees, who shall
forward such notice to each holder of record of Trust Preferred Securities) in advance of any change in the definition of Qualifying APM Securities to eliminate Common Stock or Qualifying Warrants. 
 Section 2.8 Redemption of the JSNs 
 (a)
Redemption Price. The JSNs shall be redeemable in accordance with Article XI of the Indenture, provided that (i) the JSNs are redeemable in whole or in part at the option of the Company at any time after March 15, 2013 at a
Redemption Price equal to 100% of their principal amount plus accrued and unpaid interest to the Redemption Date; (ii) the JSNs are redeemable in whole but not in part at any time within 90 days following the occurrence of and during the
continuation of a Tax Event, an Investment Company Event or a Capital Treatment Event at a Redemption Price equal to 100% of their principal amount plus accrued and unpaid interest to the Redemption Date; and (iii) prior to March 15, 2013,
the JSNs are redeemable in whole but not in part at any time within 90 days of the occurrence of and during the continuation of a Rating Agency Event at a Redemption Price equal to the Make-Whole Redemption Price (the “Redemption
Price”). The Company may not redeem the JSNs in part if the principal amount of the JSNs has been accelerated and such acceleration has not been rescinded unless all accrued and unpaid interest including deferred interest has been paid in
full on all outstanding JSNs for all Interest Periods terminating on or before the Redemption Date. 
 (b) Sinking Fund. The JSNs are
not entitled to any sinking fund payments or similar provisions. 
 Section 2.9 Events of Default 
 (a) Section 5.1(2) of the Indenture shall not apply to the JSNs, and the occurrence of an event described therein will not be an Event of Default
with respect to the JSNs. 
 (b) So long as any JSNs are held by or on behalf of the Trust, the Trustee shall provide to the holders of the
Trust Preferred Securities such notices as it shall from time to time provide under Section 6.2 of the Indenture. In addition, the Trustee shall provide to the holders of the Trust Preferred Securities notice of any Event of Default or event
that, with the giving of notice or lapse of time, or both, would become an Event of Default with respect to the JSNs within 30 days after the actual knowledge of a Responsible Officer of the Trustee of such Event of Default or other event.

 (c) For the avoidance of doubt, and without prejudice to any other remedies that may be available to the Trustee, the Holders of the JSNs
or the holders of the Trust Preferred Securities under the Indenture, no breach by the Company of any covenant or obligation under the Indenture or the terms of the JSNs shall be an Event of Default with respect to the JSNs other than those
specified as Events of Default in Section 5.1 of the Indenture. 
 Section 2.10 Securities Registrar; Paying Agent; Delegation of Trustee Duties

 (a) The Company appoints U.S. Bank National Association, as Securities Registrar and Paying Agent with respect to the JSNs. 

 

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 (b) Notwithstanding any provision contained herein, to the extent permitted by applicable law, the
Trustee may delegate its duty to provide such notices and to perform such other duties as may be required to be provided or performed by the Trustee under the Indenture, and, to the extent such obligation has been so delegated, the Trustee shall not
be responsible for monitoring the compliance of, nor be liable for the default or misconduct of, any such designee. 
 Section 2.11 Obligation to
Seek Shareholder Approval to Increase Authorized Share 
 (a) Obligation to Seek Shareholder Approval. The Company shall use
commercially reasonable efforts to seek shareholder consent to increase the number of its authorized shares if, at any date, the Shares Available for Issuance fall below the greater of (i) 25,000,000 shares (as adjusted for any stock split,
reverse stock split, stock dividend, reclassification, recapitalization, split-up, combination, exchange of shares or similar transaction) and (ii) three times the number of shares that the Company would need to issue to raise sufficient
proceeds to pay (assuming a price per share equal to the average trading price of the shares over the 10 Trading Day period preceding such date) (x) then outstanding deferred interest on the JSNs plus (y) twelve additional months of
deferred interest on the JSNs. 
 (b) Amendment to Shares Available for Issuance Provisions. The Company may modify the definition of
Shares Available for Issuance and the related provisions hereof without the consent of holders of the Trust Preferred Securities or JSNs, provided that (i) the Company has determined, in its reasonable discretion, that such modification
is not materially adverse to such holders, (ii) the rating agencies then rating the Trust Preferred Securities confirm the then current ratings of the Trust Preferred Securities, and (iii) the number of Shares Available for Issuance after
giving effect to such modification will not fall below the then applicable threshold set forth in Section 2.11(a) above. 
 Section 2.12
Limitation on Claims in the Event of Bankruptcy, Insolvency or Receivership 
 Each Holder, by such Holder’s acceptance of the JSNs,
agrees that if a Bankruptcy Event of the Company shall occur prior to the redemption or repayment of such JSNs, such Holder shall have no claim for, and thus no right to receive, any deferred interest pursuant to Section 2.5 that has not been
paid pursuant to Sections 2.5 and 2.7 to the extent the amount of such interest exceeds two years of accumulated and unpaid interest on such Holder’s JSNs. 
 Section 2.13 Amendment 
 For the purposes of the JSNs (but not for the purposes of any other
Securities unless specifically set forth in the terms of such Securities), Section 9.1 of the Indenture is hereby amended to add the following Section (10): 
  

	 	(10)	to add to or change any terms of the Indenture or the JSNs to conform the terms of this Indenture or the JSNs to the description of the JSNs in the Prospectus (as defined in the
Declaration of Trust). 

  

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 ARTICLE III 
 REPAYMENT OF JSNS 
 Section 3.1 Deposit of Repayment Amount 
 Prior to 10:00 a.m. New York City time on the Maturity Date, the Company will deposit with the Trustee or with one or more Paying Agents (or if the
Company is acting as its own Paying Agent, the Company will segregate and hold in trust as provided in Section 10.3 of the Indenture) an amount of money sufficient to pay the principal amount of, and any accrued interest on, all the JSNs.

 Section 3.2 Repayment of JSNs 
 On
presentation and surrender of such JSNs at a Place of Payment specified in the JSNs, the said securities shall be paid by the Company at their principal amount, together with accrued interest to the Maturity Date. 
 ARTICLE IV 
 EXPENSES

 Section 4.1 Expenses 
 In
connection with the offering, sale and issuance of the JSNs to the Property Trustee on behalf of 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 JSNs,
shall: 
 (a) pay all costs and expenses relating to the offering, sale and issuance of the JSNs, including commissions to the underwriters
payable pursuant to the Underwriting Agreement and compensation and indemnification of the Trustee under this Third Supplemental Indenture in accordance with the provisions of this Third Supplemental Indenture; and 
 (b) be responsible for and shall pay all debts and obligations (except for any amounts owed to holders of the JSNs in their respective capacities as
holders) and all costs and expenses of the Trust (including, but not limited to, costs and expenses relating to the organization, maintenance and dissolution of the Trust), the offering, sale and issuance of the Trust Securities (including
commissions to the underwriters in connection therewith), the indemnities, fees and expenses (including reasonable counsel fees and expenses) of the Property Trustee, the Delaware Trustee, the Administrative Trustees, the Securities Registrar and
the Paying Agent, the costs and expenses relating to the operation of the Trust, including, without limitation, costs and expenses of accountants, attorneys, statistical or bookkeeping services, expenses for printing and engraving and computing or
accounting equipment, paying agent(s), registrar(s), transfer agent(s), duplicating, travel and telephone and other telecommunications expenses and costs and expenses incurred in connection with the acquisition, financing, and disposition of Trust
assets and the enforcement by the Property Trustee of the rights of the Holders of the JSNs. 
 The Company’s obligations under this
Section 4.1 shall be for the benefit of, and shall be enforceable by, any Person to whom such debts, obligations and costs are owed (a “Creditor”) whether or not such Creditor has received notice hereof. Any such Creditor may
enforce the Company’s obligations under this Section 4.1 directly against the Company and the Company irrevocably waives any right or remedy to require that any such Creditor take any action against the Trust or any other Person before
proceeding against the Company. The Company agrees to execute such additional agreements as may be necessary or desirable in order to give full effect to the provisions of this Section 4.1. 
  

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 ARTICLE V 
 FORM OF JSN 
 Section 5.1 Form of JSNs 
 The JSNs are to be substantially in the following form and shall bear any legend required by Section 2.4 of the Indenture: 
 THIS NOTE IS NOT A DEPOSIT OR OTHER OBLIGATION OF A DEPOSITORY INSTITUTION AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY. 
  

					
	 No.
                    
	  	Principal Amount: $    •	  	
	 Issue Date: •, 2008
	  		  	

 SUNTRUST BANKS, INC. 

 •% JUNIOR SUBORDINATED NOTES 
 SUNTRUST BANKS, INC., a corporation organized and existing under the laws of Georgia (hereinafter called the “Company”, which
term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of • ($•) and all accrued and unpaid interest thereof on
March 15, 2068, or if such day is not a Business Day, the following Business Day (the “Maturity Date”). 
 The Company
further promises to pay interest on said principal sum from and including March 4, 2008, or from and including the most recent interest payment date on which interest has been paid or duly provided for, quarterly in arrears on each
March 15, June 15, September 15 and December 15, beginning on June 15, 2008 (each such date a “Quarterly Interest Payment Date” and, collectively “Interest Payment Dates”), at the
annual rate of 7.875% (computed on the basis of a 360-day year composed of twelve 30-day months), plus Additional Interest, if any, until the principal hereof is paid or duly provided for or made available for payment. Accrued interest that is not
paid on the applicable Interest Payment Date, including interest deferred pursuant to Section 2.5 of the Third Supplemental Indenture, will bear Additional Interest, to the extent permitted by law, at the same annual rate, from the relevant
Interest Payment Date, compounded on each subsequent Interest Payment Date. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest payable on such date will be made on the next
succeeding day that is a Business Day with the same force and effect as if made on the date the payment was originally payable. A “Business Day” shall mean any day other than a Saturday, Sunday, or any other day on which banking
institutions and trust companies in New York, New York, Wilmington, Delaware or Atlanta, Georgia, are permitted or required by any applicable law to close. 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 Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest installment,
which shall be the date that is the last day of the month immediately preceding the month in which such Interest Payment Date falls (whether or not a Business Day). Any such interest installment not so punctually paid or duly provided for shall
forthwith cease to be payable to the Holder on such Regular 

  

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Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business
on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any
time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said
Indenture. 
 The Company shall have the right at any time or from time to time during the term of this Security to defer payment of interest
on this Security for one or more consecutive interest payment periods (each an “Extension Period”) that do not exceed 10 years, during which Extension Periods the Company shall have the right to make partial payments of interest on
any Interest Payment Date, and at the end of which the Company shall pay all interest then accrued and unpaid (together with Additional Interest thereon to the extent permitted by applicable law); provided, however, that no Extension Period
shall extend beyond the Maturity Date or the earlier redemption in full of the Securities. Upon the termination of any Extension Period and upon the payment of all deferred interest then due, the Company may elect to begin a new Extension Period,
subject to the above requirements. Deferred interest on the Security will bear interest at the then applicable interest rate, compounded on each Interest Payment Date, subject to applicable law. No interest shall be due and payable during an
Extension Period except at the end thereof. Additional limitations may apply, pursuant to Section 2.6 of the Third Supplemental Indenture, if any Extension Period lasts longer than one year. 
 So long as any Securities remain outstanding, if the Company has given notice of its election to defer interest payments on the Securities but the
related Extension Period has not yet commenced or an Extension Period is continuing, the Company shall not, and shall not permit any Subsidiary of the Company to, (i) declare or pay any dividends or distributions on, or redeem, purchase,
acquire or make a liquidation payment with respect to any shares of the Company’s capital stock, (ii) make any payment of principal of, or interest or premium, if any, on, or repay, purchase or redeem any debt securities or guarantees of
the Company that rank upon the Company’s liquidation on a parity with this Security (including this Security, the “Parity Securities“), or junior in interest to this Security (except for partial payments of interest with
respect to the Security) or (iii) make any payments under any guarantee by the Company that ranks pari passu with or junior to the Guarantee Agreement (other than any purchase, 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 of its 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 Extension Period, (3) a dividend reinvestment or stockholder 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 applicable Extension Period, (5) 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, (6) any 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 securities being
converted or exchanged, (7) 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 purchase of rights pursuant thereto, (8) payments
under any SunTrust Guarantee executed for the benefit of the holders of the Trust Preferred Securities, (9) 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, (10) any payment of current or deferred interest on Parity Securities 

  

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that is made pro rata to the amounts due on such Parity Securities and any payments of deferred interest on Parity Securities that, if not made, would
cause the Company to breach the terms of the instrument governing such Parity Securities, provided that such payments are made in accordance with Section 2.7(c) of the Third Supplemental Indenture to the extent it applies, or
(11) any payment of principal in respect of Parity Securities necessary to avoid a breach of the instrument governing such Parity Securities). In addition, if any Extension Period lasts longer than one year, the Company will not repurchase or
acquire any securities ranking junior to or pari passu with any Qualifying APM Securities the proceeds of which were used to settle deferred interest during the relevant Extension Period until the first anniversary of the date on which all
deferred interest on this Security has been paid. 
 The Company shall give written notice of its election to begin or extend any Extension
Period, (x) if the Property Trustee, on behalf of the Trust, is the sole holder of the Securities, to the Property Trustee and the Delaware Trustee at least five Business Days before the earlier of (A) the next succeeding date on which the
distributions on the Trust Preferred Securities are payable and (B) the date the Property Trustee is required to give notice to holders of the Trust Preferred Securities of the record or payment date for the related distribution, or (y) if
the Property Trustee, on behalf of the Trust, is not the sole Holder of the Securities, to Holders of the Securities and the Trustee at least five Business Days before the next Interest Payment Date. Notice of the Company’s election of an
Extension Period shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than three Business Days after the Property Trustee receives written notice from the Company to each holder of Trust Securities at such
holder’s address appearing in the Security Register. 
 Payment of the principal of (and premium, if any) and interest on this Security
will be made at the office or agency of the Company maintained for that purpose in the United States, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts;
provided, however, that at the option of the Company payment of interest may be made (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Securities Register or (ii) by wire transfer
in immediately available funds at the bank account number as may be designated by the Person entitled thereto as specified in the Securities Register in writing not less than ten days before the relevant Interest Payment Date. 
 The indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment
in full of all Senior Debt, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall be bound by such provisions,
(b) authorizes and directs the Trustee on his behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each
Holder hereof, by his acceptance hereof, 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 upon said provisions. 
 Reference is hereby made to the further provisions of this Security set forth on the
reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 
 Unless the certificate
of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 
  

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

			
	SUNTRUST BANKS, INC.
		
	By:	 	  

		 	PRESIDENT OR VICE PRESIDENT


 Attest: 
 SECRETARY OR ASSISTANT SECRETARY 
 CERTIFICATE OF AUTHENTICATION 
 This is one of the Securities referred to in the within mentioned Indenture. 
 Dated: 
  

			
	U.S. BANK NATIONAL ASSOCIATION,
	not in its individual capacity but solely as Trustee
		
	By:	 	  

		 	Authorized Officer


 (FORM OF REVERSE OF JSN) 
 This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued
in one or more series under the Junior Subordinated Indenture, dated as of October 25, 2006 (herein called the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the
“Trustee”), as amended and supplemented by the Third Supplemental Indenture, dated as of March 4, 2008, between the Company and the Trustee (the “Third Supplemental Indenture”, and together with the Base
Indenture, the “Indenture” ), to which Indenture and all other indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the
Trustee, the Company and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. By the terms of the Indenture, the Securities are issuable in series that may vary as to amount, date
of maturity, rate of interest, rank and in any other respect provided in the Indenture. 
 All terms used in this Security that are defined
in the Indenture or in the Second Amended and Restated Declaration of Trust, dated as of March 4, 2008, as amended (the “Declaration of Trust”), for SunTrust Capital IX among SunTrust Banks, Inc., as Sponsor, U.S. Bank National
Association, as the Property Trustee, U.S. Bank Trust National Association, as the Delaware Trustee, and the Administrative Trustees, shall have the meanings assigned to them in the Indenture or the Declaration of Trust, as the case may be.

 This Security shall be redeemable at the option of the Company in accordance with the terms of the Indenture. In particular, (i) this
Security is redeemable at the option of the Company at any time after March 15, 2013 hereof at a Redemption Price equal to 100% of its principal amount plus accrued and unpaid interest to the Redemption Date; (ii) this Security is
redeemable at any time within 90 days following the occurrence of and during the continuation of a Tax Event, Investment Company Event or a Capital Treatment Event at a Redemption Price equal to 100% of its principal amount plus accrued and 

  

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unpaid interest to the Redemption Date; and (iii) prior to March 15, 2013, this Security is redeemable at the option of the Company in whole but
not in part within 90 days after the occurrence of a Rating Agency Event at a redemption price equal to the Make-Whole Redemption Price. 
 No sinking fund is provided for the Securities. 
 The Indenture permits, with certain exceptions as therein provided, the Company
and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Securities, with the consent of the Holders of not less
than a majority in principal amount of the Outstanding Securities to be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities at the time
Outstanding, on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of
such consent or waiver is made upon this Security. 
 As provided in and subject to the provisions of the Indenture, if an Event of Default
with respect to the Securities at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities may declare the entire principal amount
and all accrued but unpaid interest of all the Securities to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities issued to and held by
SunTrust Capital IX, or any trustee thereof or agent therefor, if upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities fails to declare the entire principal and all accrued but
unpaid interest of all the Securities to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Trust Preferred Securities then outstanding shall have such right by a notice in writing to the Company and
the Trustee; and upon any such declaration the principal amount of and the accrued but unpaid interest (including any Additional Interest); and on all the Securities shall become immediately due and payable, provided that the payment of
principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture. 
 No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. 
 As provided
in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company
maintained under Section 10.2 of the Indenture duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. No service charge shall be made for any such
registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 
 Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee shall treat
the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. 
  

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 The Securities are issuable only in registered form without coupons in minimum denominations of $25 and
any integral multiples of $25 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities of a different authorized
denomination, as requested by the Holder surrendering the same. 
 The Company and, by its acceptance of this Security or a beneficial
interest therein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree to treat for United States Federal income tax purposes (i) the Securities as indebtedness of the Company, and (ii) the stated
interest on the Securities as ordinary interest income that is includible in the Holder’s or beneficial owner’s gross income at the time the interest is paid or accrued in accordance with the Holder’s or beneficial owner’s
regular method of tax accounting, and otherwise to treat the Securities as described in the Prospectus. 
 The Indenture and this Security
shall be governed by and construed in accordance with the laws of the State of New York. 
 This is one of the Securities referred to in
the within mentioned Indenture. 
 ASSIGNMENT 
 FOR VALUE RECEIVED, the undersigned assigns and transfers this Security to: 
  

	
	  

	  

	  

	
	(Insert assignee’s social security or tax identification number)

  

	
	  

	  

	  

	
	(Insert address and zip code of assignee)

 agent to transfer this Security on the books of the Securities Registrar. The agent may substitute another to act
for him or her. 
  

					
	 Dated:
	 		 	Signature:
		 		 	


									
		 	Signature
Guarantee:                                       
             	 	

 (Sign exactly as your name appears on the other side of this Security) 
 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Securities Registrar, which requirements include
membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Securities Registrar in addition to, or in substitution
for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 
  

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 ARTICLE VI 
 ORIGINAL ISSUE OF JSNS 
 Section 6.1 Original Issue of JSNs 
 JSNs in the aggregate principal amount of $685,010,000 may, upon execution of this Third Supplemental Indenture, be executed by the Company and delivered
to the Trustee or an Authenticating Agent for authentication, and the Trustee or an Authenticating Agent shall thereupon authenticate and deliver said JSNs in accordance with a Company Order. 
 Section 6.2 Calculation of Original Issue Discount 
 If during any calendar year any original issue discount shall have accrued on the JSNs, the Company shall file with each Paying Agent (including the Trustee if it is a Paying Agent) promptly at the end of each calendar year (i) a
written notice specifying the amount of original issue discount (including daily rates and accrual periods) accrued on Outstanding Securities as of the end of such year and (ii) such other specific information relating to such original issue
discount as may then be relevant under the Internal Revenue Code of 1986, as amended from time to time. Neither the Company nor the Trust would make actual payments on the JSNs, or on the Trust Preferred Securities, as the case may be, during an
Extension Period. 
 ARTICLE VII 
 SUBORDINATION 
 Section 7.1 Senior Debt 
 The subordination provisions of Article XIII of the Indenture shall apply, except that for the purposes of the JSNs (but not for the purposes of any other Securities unless specifically set forth in the terms of such
Securities): 
 (a) The definition of “Senior Debt” in the Indenture is hereby amended to delete clauses (ii), (iii) and (v),
renumber clause (iv) as clause (ii), and add the following: 
 “(iii) (x) indebtedness that (a) qualifies or is issued to
financing vehicles issuing securities that qualify as tier 1 capital of the Company under the capital guidelines of the Federal Reserve or does not at the time of issuance prevent the Company’s 7.875% Junior Subordinated Notes (the
“JSNs”) from qualifying as tier 1 capital of the Company under the capital guidelines of the Federal Reserve and (b) by its terms is not superior in right of payment to the JSNs or to other debt that is pari passu with or
junior to the JSNs; and (y) guarantees of indebtedness described in clause (x) or securities issued by one or more financing vehicles described in clause (x).” 
 (b) Notwithstanding the foregoing or any other provision of the Indenture or of this Third Supplemental Indenture, provided that the Company is not
subject to a bankruptcy, insolvency, liquidation or similar proceeding, the priority of the JSNs in right of payment as to Parity Securities is subject to the provisions of Section 2.6 hereof and the Company shall be permitted to pay interest
or principal on Parity Securities in accordance with Section 2.6 hereof. 
  

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 Section 7.2 Compliance with Federal Reserve Rules 
 The Company shall not incur any additional indebtedness for borrowed money that ranks pari passu with or junior to the JSNs (if then subject to
Article XIII of the Indenture), except in compliance with applicable regulations and guidelines of the Federal Reserve. 
 ARTICLE
VIII 
 MISCELLANEOUS 
 Section 8.1 Effectiveness 
 This Third Supplemental Indenture will become effective upon its execution and delivery.

 Section 8.2 Successors and Assigns 
 All covenants and agreements in the Indenture, as supplemented and amended by this Third Supplemental Indenture, by the Company shall bind its successors and assigns, whether so expressed or not. 
 Section 8.3 Further Assurances 
 The Company
will, at its own cost and expense, execute and deliver any documents or agreements, and take any other actions that the Trustee or its counsel may from time to time request in order to assure the Trustee of the benefits of the rights granted to the
Trustee under the Indenture, as supplemented and amended by this Third Supplemental Indenture. 
 Section 8.4 Effect of Recitals 
 The recitals contained herein and in the JSNs, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company,
and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Third Supplemental Indenture or of the JSNs. Neither the Trustee
nor any Authenticating Agent shall be accountable for the use or application by the Company of the JSNs or the proceeds thereof. 
 Section 8.5
Ratification of Indenture 
 The Indenture as supplemented by this Third Supplemental Indenture, is in all respects ratified and
confirmed, and this Third Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided. 
 Section 8.6 Governing Law 
 This Third Supplemental Indenture and the JSNs shall be governed by and construed in
accordance with the laws of the State of New York. 
  

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 *    *    *    * 
 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. 
  

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

			
	SUNTRUST BANKS, INC.
		
	By:	 	  

	Name:	 	
	Title:	 	


  

			
	 Attest:

		
	 By:
	 	  


  

			
	U.S. BANK NATIONAL ASSOCIATION,
	 as Trustee

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	


  

			
	Attest:
		
	By:	 	  


  

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