<PAGE>
                                                                     EXHIBIT 4.2


                        ================================


                              DECLARATION OF TRUST

                              SunTrust Capital ___

                          Dated as of August ___, 2004


                        ================================


<PAGE>








                                TABLE OF CONTENTS


<TABLE>
<CAPTION>


                                                                                                         Page
                                                                                                         ----
<S>            <C>                                                                                        <C>
                                                  Article I
                                                 DEFINITIONS

Section 1.1    Definitions.................................................................................1

                                                  Article II
                                                 ORGANIZATION

Section 2.1    Name........................................................................................3
Section 2.2    Office......................................................................................3
Section 2.3    Purpose.....................................................................................4
Section 2.4    Authority...................................................................................4
Section 2.5    Title to Property of the Trust..............................................................4
Section 2.6    Powers of the Trustees......................................................................4
Section 2.7    Filing of Certificate of Trust..............................................................6
Section 2.8    Duration of Trust...........................................................................6
Section 2.9    Responsibilities of the Sponsor.............................................................6
Section 2.10   Declaration Binding on Securities Holders...................................................7

                                                 Article III
                                                   TRUSTEES

Section 3.1    Trustees....................................................................................7
Section 3.2    Regular Trustees............................................................................7
Section 3.3    Delaware Trustee............................................................................7
Section 3.4    Institutional Trustee.......................................................................8
Section 3.5    Not Responsible for Recitals or Sufficiency of Declaration..................................8

                                                  Article IV
                                    LIMITATION OF LIABILITY OF HOLDERS OF
                                        SECURITIES, TRUSTEES OR OTHERS

Section 4.1    Exculpation.................................................................................8
Section 4.2    Fiduciary Duty..............................................................................9
Section 4.3    Indemnification............................................................................10
Section 4.4    Outside Businesses.........................................................................12

                                                  Article V
                                    AMENDMENTS, TERMINATION, MISCELLANEOUS

SECTION 5.1    Amendments.................................................................................13
Section 5.2    Termination of Trust.......................................................................13
Section 5.3    Governing Law..............................................................................13
Section 5.4    Headings...................................................................................13
Section 5.5    Successors and Assigns.....................................................................13
Section 5.6    Partial Enforceability.....................................................................14
Section 5.7    Counterparts...............................................................................14
</TABLE>


<PAGE>





                              DECLARATION OF TRUST

                                       OF

                              SUNTRUST CAPITAL ___

                                August ___, 2004



         DECLARATION OF TRUST (as it may be amended and restated by the parties
hereto, the "Declaration") dated and effective as of August ___, 2004 by the
Trustees (as defined herein), the Sponsor (as defined herein), and by the
holders, from time to time, of undivided beneficial interests in the Trust to be
issued pursuant to this Declaration;

         WHEREAS, the Trustees and the Sponsor desire to establish a trust (the
"Trust") pursuant to the Delaware Statutory Trust Act for the purpose of issuing
and selling certain securities representing undivided beneficial interests in
the assets of the Trust and investing the proceeds thereof in certain Debentures
of the Debenture Issuer;

         NOW, THEREFORE, it being the intention of the parties hereto that the
Trust constitute a statutory trust under the Delaware Statutory Trust Act and
that this Declaration constitute the governing instrument of such statutory
trust, the Trustees declare that all assets contributed to the Trust will be
held in trust for the exclusive benefit of the holders, from time to time, of
the securities representing undivided beneficial interests in the assets of the
Trust issued hereunder, subject to the provisions of this Declaration.

                                    ARTICLE I
                                   DEFINITIONS

Section 1.1       Definitions.


         Unless the context otherwise requires:

             (a)        Capitalized terms used in this Declaration but not
         defined in the preamble above have the respective meanings assigned to
         them in this Section 1.1;

             (b)        a term defined anywhere in this Declaration has the same
         meaning throughout;

             (c)        all references to "the Declaration" or "this
         Declaration" are to this Declaration of Trust as modified, supplemented
         or amended from time to time;

             (d)        all references in this Declaration to Articles and
         Sections are to Articles and Sections of this Declaration unless
         otherwise specified; and


<PAGE>

             (e)        a reference to the singular includes the plural and
         vice versa.

         "Affiliate" has the same meaning as given to that term in Rule 405 of
the Securities Act or any successor rule thereunder.

         "Business Day" means any day other than a day on which banking
institutions in New York, New York are authorized or required by law to close.

         "Commission" means the Securities and Exchange Commission.

         "Common Securities" means securities representing undivided beneficial
ownership interests in the assets of the Trust with such terms as may be set out
in any amendment to this Declaration.

         "Covered Person" means (a) any officer, director, shareholder, partner,
member, representative, employee or agent of (i) the Trust or (ii) the Trust's
Affiliates and (b) any holder of Securities.

         "Debenture Issuer" means the Parent in its capacity as the issuer of
the Debentures under the Indenture.

         "Debentures" means the series of Debentures to be issued by the
Debenture Issuer and acquired by the Trust.

         "Debenture Trustee" means the trustee under the Indenture until a
successor is appointed thereunder, and thereafter means such successor trustee.

         "Delaware Statutory Trust Act" means Chapter 38 of Title 12 of the
Delaware Code, 12 Del. C. Section 3801 et seq., as it may be amended from time
to time, or any successor legislation.

         "Delaware Trustee" has the meaning set forth in Section 3.1.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time or any successor legislation.

         "Fiduciary Indemnified Person" has the meaning set forth in Section
4.3(b).

         "Indemnified Person" means a Parent Indemnified Person or a Fiduciary
Indemnified Person.

         "Indenture" means the indenture to be entered into between the Parent
and the Debenture Trustee and any indenture supplemental thereto pursuant to
which the Debentures are to be issued.

         "Institutional Trustee" has the meaning set forth in Section 3.4.

         "Parent" means SunTrust Banks, Inc., a Georgia corporation or any
successor entity in a merger.

                                       2
<PAGE>

         "Parent Indemnified Person" means (a) any Regular Trustee; (b) any
Affiliate of any Regular Trustee; (c) any officers, directors, shareholders,
members, partners, employees, representatives or agents of any Regular Trustee;
or (d) any employee or agent of the Trust or its Affiliates.

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

         "Preferred Securities" means securities representing undivided
beneficial ownership interests in the assets of the Trust with such terms as may
be set out in any amendment or restatement to this Declaration.

         "Regular Trustee" means any Trustee other than the Delaware Trustee and
the Institutional Trustee (as hereinafter defined).

         "Securities" means the Common Securities and the Preferred Securities.

         "Securities Act" means the Securities Act of 1933, as amended from time
to time, or any successor legislation.

         "Sponsor" means the Parent in its capacity as sponsor of the Trust.

         "Trustee" or "Trustees" means each Person who has signed this
Declaration as a trustee, so long as such Person shall continue in office in
accordance with the terms hereof, and all other Persons who may from time to
time be duly appointed, qualified and serving as Trustees in accordance with the
provisions hereof, and references herein to a Trustee or the Trustees shall
refer to such Person or Persons solely in their capacity as trustees hereunder.

                                   ARTICLE II
                                  ORGANIZATION

Section 2.1       Name.

         The Trust created by this Declaration is named "SunTrust Capital ___."
The Trust's activities may be conducted under the name of the Trust or any other
name deemed advisable by the Regular Trustees.

Section 2.2       Office.

         The address of the principal office of the Trust is c/o SunTrust Banks,
Inc., 303 Peachtree Street, N.E., Atlanta, Georgia, 30308-3201. At any time, the
Regular Trustees may designate another principal office.



                                       3
<PAGE>

Section 2.3       Purpose.

         The Sponsor hereby assigns, transfers, conveys and sets over to the
Trust the sum of $10. The Trustees hereby acknowledge receipt of such amount
from the Sponsor, which amount shall constitute the initial trust estate and be
held by the Regular Trustee. It is the intention of the parties hereto that the
Trust created hereby constitute a statutory trust under the Delaware Statutory
Trust Act, and that this Declaration constitute the governing instrument of the
Trust. The Trustees are hereby authorized and directed to execute and file a
certificate of trust in the office of the Secretary of State of the State of
Delaware in the form attached hereto. The Trust is hereby established by the
Sponsor and the Trustees for the purposes of (i) issuing Preferred Securities
and investing the proceeds thereof in Debentures, (ii) issuing and selling
Common Securities to the Sponsor in exchange for cash and investing the proceeds
thereof in additional Debentures and (iii) engaging in such other activities as
are necessary, convenient or incidental thereto. The Trust shall not borrow
money, issue debt or reinvest proceeds derived from investments, pledge any of
its assets, or otherwise undertake (or permit to be undertaken) any activity
that would cause the Trust not to be classified for United States federal income
tax purposes as a grantor trust.

         Concurrent with the first issuance of any Securities by the Trust, the
Sponsor and the Trustees intend to enter into an amended and restated
Declaration of Trust, satisfactory to each such party and substantially in the
form included as an exhibit to the 1933 Act Registration Statement referred to
below at the time such registration statement becomes effective under the
Securities Act, to provide for the contemplated operation of the Trust created
hereby and the issuance of the Preferred Securities and the Common Securities
referred to therein. Prior to the execution and delivery of such amended and
restated Declaration of Trust, the Trustees shall not have any duty or
obligation with respect to the trust estate, except as otherwise required by
applicable law, as may be expressly stated in this Declaration or as may be
necessary to obtain, prior to such execution and delivery, any licenses,
consents or approvals required by applicable law or otherwise.

Section 2.4       Authority.

         Subject to the limitations provided in this Declaration, the Regular
Trustees shall have exclusive and complete authority to carry out the purposes
of the Trust. An action taken by the Regular Trustees in accordance with their
powers shall constitute the act of and serve to bind the Trust. In dealing with
the Regular Trustees acting on behalf of the Trust, no person shall be required
to inquire into the authority of the Regular Trustees to bind the Trust. Persons
dealing with the Trust are entitled to rely conclusively on the power and
authority of the Regular Trustees as set forth in this Declaration.

Section 2.5       Title to Property of the Trust.

         Legal title to all assets of the Trust shall be vested in the Trust.

Section 2.6       Powers of the Regular Trustees.

         The Regular Trustees shall have the exclusive power and authority to
cause the Trust to engage in the following activities:



                                       4
<PAGE>

                  (a)   to issue and sell the Preferred Securities and the
         Common Securities in accordance with this Declaration; provided,
         however, that the Trust may issue no more than one series of Preferred
         Securities and no more than one series of Common Securities, and,
         provided further, that there shall be no interests in the Trust other
         than the Securities and the issuance of the Securities shall be limited
         to a one-time, simultaneous issuance of both Preferred Securities and
         Common Securities;

                  (b)   in connection with the issue and sale of the Preferred
         Securities, at the direction of the Sponsor, to:

                        (i)     execute and file with the Commission a
                  registration statement on Form S-3 prepared by the Sponsor
                  (the "Registration Statement"), including any amendments
                  thereto and any registration statement under Rule 462(b) of
                  the Securities Act, in relation to the registration of the
                  Preferred Securities under the Securities Act;

                        (ii)    execute and file any documents prepared by the
                  Sponsor, or take any acts as determined by the Sponsor to be
                  necessary in order to qualify or register all or part of the
                  Preferred Securities in any State in which the Sponsor has
                  determined to qualify or register such Preferred Securities
                  for sale;

                        (iii)   execute and file on behalf of the Trust, with
                  the New York Stock Exchange or any other national stock
                  exchange or the Nasdaq National Market for listing or
                  quotation upon notice of issuance of any Preferred Securities
                  a listing application and all other applications, statements,
                  certificates, agreements and other instruments as shall be
                  necessary or desirable to cause the Preferred Securities to be
                  listed on such exchange or national market, as the case may
                  be;

                        (iv)    execute and file with the Commission a
                  registration statement on Form 8-A, including any amendments
                  thereto, prepared by the Sponsor relating to the registration
                  of the Preferred Securities under Section 12(b) or 12(g) of
                  the Exchange Act, if the Sponsor in its sole discretion
                  determines that such a filing is necessary or appropriate; and

                        (v)     negotiate the terms of, and execute and enter
                  into, on behalf of the Trust, an underwriting agreement and
                  pricing agreement providing for the sale of the Preferred
                  Securities substantially in the form included as an exhibit to
                  the Registration Statement at the time it becomes effective
                  under the Securities Act;

                  (c)   to employ or otherwise engage employees and agents (who
         may be designated as officers with titles) and managers, contractors,
         advisors and consultants and provide for reasonable compensation for
         such services;

                  (d)   to incur expenses that are necessary or incidental to
         carry out any of the purposes of this Declaration; and



                                       5
<PAGE>

                  (e)   to execute all documents or instruments, perform all
         duties and powers, and do all things for and on behalf of the Trust in
         all matters necessary or incidental to the foregoing.

Section 2.7       Filing of Certificate of Trust.

         On or after the date of execution of this Declaration, the Trustees
shall cause the filing of the Certificate of Trust for the Trust in the form
attached hereto as Exhibit A with the Secretary of State of the State of
Delaware.

Section 2.8       Duration of Trust.

         The Trust, absent termination pursuant to the provisions of Section
5.2, shall have existence for fifty-five (55) years from the date hereof.

Section 2.9       Responsibilities of the Sponsor.

         In connection with the issue and sale of the Preferred Securities, the
Sponsor shall have the exclusive right and responsibility to engage in the
following activities:

                  (a)   to prepare for filing by the Trust with the Commission
         one or more registration statements on Form S-3 including, without
         limitation, a registration statement pursuant to Rule 462(b) of the
         Securities Act, in relation to the Preferred Securities, including any
         amendments thereto;

                  (b)   to determine the States in which to take appropriate
         action to qualify or register for sale all or part of the Preferred
         Securities and to do any and all such acts, other than actions which
         must be taken by the Trust, and advise the Trust of actions it must
         take, and prepare for execution and filing any documents to be executed
         and filed by the Trust, as the Sponsor deems necessary or advisable in
         order to comply with the applicable laws of any such States;

                  (c)   at the sole discretion of the Sponsor, to prepare for
         filing by the Trust an application to the New York Stock Exchange or
         any other national stock exchange or the Nasdaq National Market for
         listing or quotation upon notice of issuance of any Preferred
         Securities;

                  (d)   to prepare for filing by the Trust with the Commission a
         registration statement on Form 8-A relating to the registration of the
         class of Preferred Securities under Section 12(b) or 12(g) of the
         Exchange Act, including any amendments thereto, if the Sponsor in its
         sole discretion determines that such a filing is necessary or
         appropriate; and

                  (e)   to negotiate the terms of an underwriting agreement and
         pricing agreement providing for the sale of the Preferred Securities.



                                       6
<PAGE>

Section 2.10      Declaration Binding on Securities Holders.

         Every Person by virtue of having become a holder of a Security or any
interest therein in accordance with the terms of this Declaration, shall be
deemed to have expressly assented and agreed to the terms of, and shall be bound
by, this Declaration.

                                  ARTICLE III
                                    TRUSTEES

Section 3.1       Trustees.

         The number of Trustees initially shall be five (5), and thereafter the
number of Trustees shall be such number as shall be fixed from time to time by a
written instrument signed by the Sponsor. The Sponsor is entitled to appoint or
remove without cause any Trustee at any time; provided, however that the number
of Trustees shall in no event be less than two (2); provided further that one
Trustee, in the case of a natural person, shall be a person who is a resident of
the State of Delaware or that, if not a natural person, is an entity that has
its principal place of business in the State of Delaware (the "Delaware
Trustee"); provided further that there shall be at least one trustee who is an
employee or officer of, or is affiliated with the Parent (a "Regular Trustee").

Section 3.2       Regular Trustees.

         The initial Regular Trustees shall be:

                            Raymond D. Fortin
                            Gary Peacock, Jr.
                            Robert J. Williams, Jr.

                  (a)   Except as expressly set forth in this Declaration, any
         power of the Regular Trustees may be exercised by, or with the consent
         of, any one such Regular Trustee.

                  (b)   Unless otherwise determined by the Regular Trustees,
         and except as otherwise required by the Delaware Statutory Trust Act,
         any Regular Trustee is authorized to execute on behalf of the Trust any
         documents that the Regular Trustees have the power and authority to
         cause the Trust to execute pursuant to Section 2.6; and

                  (c)   A Regular Trustee may, by power of attorney consistent
         with applicable law, delegate to any other natural person over the age
         of 21 his or her power for the purposes of signing any documents that
         the Regular Trustees have power and authority to cause the Trust to
         execute pursuant to Section 2.6.

Section 3.3       Delaware Trustee.

         The initial Delaware Trustee shall be:

                     Chase Manhattan Bank USA, National Association



                                       7
<PAGE>

         Notwithstanding any other provision of this Declaration, the Delaware
Trustee shall not be entitled to exercise any of the powers, nor shall the
Delaware Trustee have any of the duties and responsibilities of the Trustees
(except as required by the Delaware Statutory Trust Act) described in this
Declaration. The Delaware Trustee shall be a Trustee for the sole and limited
purpose of fulfilling the requirements of Section 3807(a) of the Delaware
Statutory Trust Act. Notwithstanding anything herein to the contrary, the
Delaware Trustee shall not be liable for the acts or omissions to act of the
Trust, of the Regular Trustees or of the Institutional Trustee except such acts
as the Delaware Trustee is expressly obligated to undertake under this
Declaration or the Delaware Statutory Trust Act and except for the negligence or
willful misconduct of the Delaware Trustee.

Section 3.4       Institutional Trustee.

         The Sponsor hereby appoints J.P. Morgan Trust Company, National
Association as the trustee meeting the requirements of an eligible trustee of
the Trust Indenture Act of 1939, as amended (the "Institutional Trustee").

         Notwithstanding any other provision of this Declaration, the
Institutional Trustee shall not be entitled to exercise any of the powers, nor
shall the Institutional Trustee have any of the duties and responsibilities of
the Trustees (except as required by the Delaware Statutory Trust Act) described
in this Declaration. Notwithstanding anything herein to the contrary, the
Institutional Trustee shall not be liable for the acts or omissions to act of
the Trust or of the Regular Trustees except such acts as the Institutional
Trustee is expressly obligated or authorized to undertake under this Declaration
or the Delaware Statutory Trust Act and except for the negligence or willful
misconduct of the Institutional Trustee.

Section 3.5       Not Responsible for Recitals or Sufficiency of Declaration.

         The recitals contained in this Declaration shall be taken as the
statements of the Sponsor, and the Trustees do not assume any responsibility for
their correctness. The Trustees make no representations as to the value or
condition of the property of the Trust or any part thereof. The Trustees make no
representations as to the validity or sufficiency of this Declaration.

                                   ARTICLE IV
                      LIMITATION OF LIABILITY OF HOLDERS OF
                         SECURITIES, TRUSTEES OR OTHERS

Section 4.1       Exculpation.

                  (a)   No Indemnified Person shall be liable, responsible or
         accountable in damages or otherwise to the Trust or any Covered Person
         for any loss, damage or claim incurred by reason of any act or omission
         performed or omitted by such Indemnified Person in good faith on behalf
         of the Trust and in a manner such Indemnified Person reasonably
         believed to be within the scope of the authority conferred on such
         Indemnified Person by this Declaration or by law, except that an
         Indemnified Person shall be liable for any such loss, damage or claim
         incurred by reason of such Indemnified Person's negligence or willful
         misconduct with respect to such acts or omissions; and



                                       8
<PAGE>

                  (b)   an Indemnified Person shall be fully protected in
         relying in good faith upon the records of the Trust and upon such
         information, opinions, reports or statements presented to the Trust by
         any Person as to matters the Indemnified Person reasonably believes are
         within such other Person's professional or expert competence and who
         has been selected with reasonable care by or on behalf of the Trust,
         including information, opinions, reports or statements as to the value
         and amount of the assets, liabilities, profits, losses, or any other
         facts pertinent to the existence and amount of assets from which
         distributions to holders of Securities might properly be paid.

Section 4.2       Fiduciary Duty.

                  (a)   To the extent that, at law or in equity, an Indemnified
         Person has duties (including fiduciary duties) and liabilities relating
         thereto to the Trust or to any other Covered Person, an Indemnified
         Person acting under this Declaration shall not be liable to the Trust
         or to any other Covered Person for its good faith reliance on the
         provisions of this Declaration. The provisions of this Declaration, to
         the extent that they restrict the duties and liabilities of an
         Indemnified Person otherwise existing at law or in equity, are agreed
         by the parties hereto to replace such other duties and liabilities of
         such Indemnified Person;

                  (b)   unless otherwise expressly provided herein:

                        (i)     whenever a conflict of interest exists or arises
                  between Covered Persons; or

                        (ii)    whenever this Declaration or any other agreement
                  contemplated herein or therein provides that an Indemnified
                  Person shall act in a manner that is, or provides terms that
                  are, fair and reasonable to the Trust or any holder of
                  Securities,

the Indemnified Person shall resolve such conflict of interest, take such action
or provide such terms, considering in each case the relative interest of each
party (including its own interest) to such conflict, agreement, transaction or
situation and the benefits and burdens relating to such interests, any customary
or accepted industry practices, and any applicable generally accepted accounting
practices or principles. In the absence of bad faith by the Indemnified Person,
the resolution, action or term so made, taken or provided by the Indemnified
Person shall not constitute a breach of this Declaration or any other agreement
contemplated herein or of any duty or obligation of the Indemnified Person at
law or in equity or otherwise; and

                  (c)   whenever in this Declaration an Indemnified Person is
         permitted or required to make a decision:

                        (i)     in its "discretion" or under a grant of similar
                  authority, the Indemnified Person shall be entitled to
                  consider such interests and factors as it desires, including
                  its own interests, and to the fullest extent permitted by law,
                  shall have no duty or obligation to give any consideration to
                  any interest of or factors affecting the Trust or any other
                  Person; or



                                       9
<PAGE>

                        (ii)    in its "good faith" or under another express
                  standard, the Indemnified Person shall act under such express
                  standard and shall not be subject to any other or different
                  standard imposed by this Declaration or by applicable law.

Section 4.3       Indemnification.

                  (a)   (i) The Debenture Issuer shall indemnify, to the full
         extent permitted by law, any Parent Indemnified Person who was or is a
         party or is threatened to be made a party to any threatened, pending or
         contemplated action, suit or proceeding, whether civil, criminal,
         administrative or investigative (other than an action by or in the
         right of the Trust) by reason of the fact that he is or was a Parent
         Indemnified Person against expenses (including attorneys' fees),
         judgments, fines and amounts paid in settlement actually and reasonably
         incurred by him in connection with such action, suit or proceeding if
         he acted in good faith and in a manner he reasonably believed to be in
         or not opposed to the best interests of the Trust, and, with respect to
         any criminal action or proceeding, had no reasonable cause to believe
         his conduct was unlawful. The termination of any action, suit or
         proceeding by judgment, order, settlement, conviction, or upon a plea
         of nolo contendere or its equivalent, shall not, of itself, create a
         presumption that the Parent Indemnified Person did not act in good
         faith and in a manner which he reasonably believed to be in or not
         opposed to the best interests of the Trust, and, with respect to any
         criminal action or proceeding, had reasonable cause to believe that his
         conduct was unlawful.

                  (ii)  The Debenture Issuer shall indemnify, to the full extent
         permitted by law, any Parent Indemnified Person who was or is a party
         or is threatened to be made a party to any threatened, pending or
         contemplated action or suit by or in the right of the Trust to procure
         a judgment in its favor by reason of the fact that he is or was a
         Parent Indemnified Person against expenses (including attorneys' fees)
         actually and reasonably incurred by him in connection with the defense
         or settlement of such action or suit if he acted in good faith and in a
         manner he reasonably believed to be in or not opposed to the best
         interests of the Trust and except that no such indemnification shall be
         made in respect of any claim, issue or matter as to which such Parent
         Indemnified Person shall have been adjudged to be liable to the Trust
         unless and only to the extent that the Court of Chancery of Delaware or
         the court in which such action or suit was brought shall determine upon
         application that, despite the adjudication of liability but in view of
         all the circumstances of the case, such person is fairly and reasonably
         entitled to indemnity for such expenses that such Court of Chancery or
         such other court shall deem proper.

                        (iii)   Any indemnification under paragraphs (i) and
                  (ii) of this Section 4.3(a) (unless ordered by a court) shall
                  be made by the Debenture Issuer only as authorized in the
                  specific case upon a determination that indemnification of the
                  Parent Indemnified Person is proper in the circumstances
                  because he has met the applicable standard of conduct set
                  forth in paragraphs (i) and (ii). Such determination shall be
                  made (1) by the Regular Trustees by a majority vote of a
                  quorum consisting of such Regular Trustees who were not
                  parties to such action, suit or proceeding, (2) if such a
                  quorum is not obtainable, or, even if obtainable, if




                                       10
<PAGE>

                  a quorum of disinterested Regular Trustees so directs, by
                  independent legal counsel in a written opinion, or (3) by the
                  holder(s) of the Common Securities of the Trust.

                        (iv)    Expenses (including attorneys' fees) incurred by
                  a Parent Indemnified Person in defending a civil, criminal,
                  administrative or investigative action, suit or proceeding
                  referred to in paragraphs (i) and (ii) of this Section 4.3(a)
                  shall be paid by the Debenture Issuer in advance of the final
                  disposition of such action, suit or proceeding upon receipt of
                  an undertaking by or on behalf of such Parent Indemnified
                  Person to repay such amount if it shall ultimately be
                  determined that he is not entitled to be indemnified by the
                  Debenture Issuer as authorized in this Section 4.3(a).
                  Notwithstanding the foregoing, no advance shall be made by the
                  Debenture Issuer if a determination is reasonably and promptly
                  made (i) by the Regular Trustees by a majority vote of a
                  quorum of disinterested Regular Trustees, (ii) if such a
                  quorum is not obtainable, or, even if obtainable, if a quorum
                  of disinterested Regular Trustees so directs, by independent
                  legal counsel in a written opinion or (iii) the holder(s) of
                  the Common Securities of the Trust, that, based upon the facts
                  known to the Regular Trustees, counsel or the holder(s) of the
                  Common Securities of the Trust at the time such determination
                  is made, such Parent Indemnified Person acted in bad faith or
                  in a manner that such person did not believe to be in or not
                  opposed to the best interests of the Trust, or, with respect
                  to any criminal proceeding, that such Parent Indemnified
                  Person believed or had reasonable cause to believe his conduct
                  was unlawful. In no event shall any advance be made in
                  instances where the Regular Trustees, independent legal
                  counsel or the holder(s) of the Common Securities of the Trust
                  reasonably determine that such person deliberately breached
                  his duty to the Trust or to the holder(s) of its Common
                  Securities or Preferred Securities.

                        (v)     The indemnification and advancement of expenses
                  provided by, or granted pursuant to, the other paragraphs of
                  this Section 4.3(a) shall not be deemed exclusive of any other
                  rights to which those seeking indemnification and advancement
                  of expenses may be entitled under any agreement, vote of
                  shareholders or disinterested directors of the Debenture
                  Issuer or of the holder(s) of the Preferred Securities of the
                  Trust or otherwise, both as to action in his official capacity
                  and as to action in another capacity while holding such
                  office. All rights to indemnification under this Section
                  4.3(a) shall be deemed to be provided by a contract between
                  the Debenture Issuer and each Parent Indemnified Person who
                  serves in such capacity at any time while this Section 4.3(a)
                  is in effect. Any repeal or modification of this Section
                  4.3(a) shall not affect any rights or obligations then
                  existing.

                        (vi)    The Debenture Issuer or the Trust may purchase
                  and maintain insurance on behalf of any person who is or was a
                  Parent Indemnified Person against any liability asserted
                  against him and incurred by him in any such capacity, or
                  arising out of his status as such, whether or not the
                  Debenture Issuer would have the power to indemnify him against
                  such liability under the provisions of this Section 4.3(a).



                                       11
<PAGE>

                        (vii)   For purposes of this Section 4.3(a), references
                  to "the Trust" shall include, in addition to the resulting or
                  surviving entity, any constituent entity (including any
                  constituent of a constituent) absorbed in a consolidation or
                  merger, so that any person who is or was a director, trustee,
                  officer or employee of such constituent entity, or is or was
                  serving at the request of such constituent entity as a
                  director, trustee, officer, employee or agent of another
                  entity, shall stand in the same position under the provisions
                  of this Section 4.3(a) with respect to the resulting or
                  surviving entity as he would have with respect to such
                  constituent entity if its separate existence had continued.

                        (viii)  The indemnification and advancement of
                  expenses provided by, or granted pursuant to, this Section
                  4.3(a) shall, unless otherwise provided when authorized or
                  ratified, continue as to a person who has ceased to be a
                  Parent Indemnified Person and shall inure to the benefit of
                  the heirs, executors and administrators of such a person.

                  (b)   The Debenture Issuer agrees to indemnify (i) the
         Delaware Trustee and the Institutional Trustee, (ii) any Affiliate of
         the Delaware Trustee or the Institutional Trustee, and (iii) any
         officers, directors, stockholders, members, partners, employees,
         representatives, nominees, custodians or agents of the Delaware Trustee
         or the Institutional Trustee (each of the Persons in (i) through (iii)
         being referred to as a "Fiduciary Indemnified Person") for, and to hold
         each Fiduciary Indemnified Person harmless against, any loss, liability
         or expense incurred without negligence or bad faith on its part,
         arising out of or in connection with the acceptance or administration
         of the trust or trusts hereunder, including the costs and expenses
         (including reasonable legal fees and expenses) of defending itself
         against, or investigating, any claim or liability in connection with
         the exercise or performance of any of its powers or duties hereunder.
         The provisions of this Section 4.3(b) shall survive the termination of
         this Declaration or the resignation or removal of the Delaware Trustee
         or Institutional Trustee.

Section 4.4       Outside Businesses.

         Any Covered Person, the Sponsor, the Delaware Trustee and the
Institutional Trustee may engage in or possess an interest in other business
ventures of any nature or description, independently or with others, similar or
dissimilar to the business of the Trust, and the Trust and the holders of
Securities shall have no rights by virtue of this Declaration in and to such
independent ventures or the income or profits derived therefrom and the pursuit
of any such venture, even if competitive with the business of the Trust, shall
not be deemed wrongful or improper. None of any Covered Person, the Sponsor, the
Delaware Trustee or the Institutional Trustee shall be obligated to present any
particular investment or other opportunity to the Trust even if such opportunity
is of a character that, if presented to the Trust, could be taken by the Trust,
and any Covered Person, the Sponsor, the Delaware Trustee and the Institutional
Trustee shall have the right to take for its own account (individually or as a
partner or fiduciary) or to recommend to others any such particular investment
or other opportunity. Any Covered Person, the Delaware Trustee and the
Institutional Trustee may engage or be interested in any financial or other
transaction with the Sponsor or any Affiliate of the Sponsor, or may act as
depositary,



                                       12
<PAGE>

trustee or agent for, or may act on any committee or body of holders of,
securities or other obligations of the Sponsor or its Affiliates.

                                   ARTICLE V
                     AMENDMENTS, TERMINATION, MISCELLANEOUS

Section 5.1       Amendments.

         At any time before the issue of any Securities, this Declaration may be
amended by, and only by, a written instrument executed by all of the Trustees
and the Sponsor.

Section 5.2       Termination of Trust.

                  (a)   The Trust shall dissolve and be of no further force or
         effect:

                        (i)     upon the bankruptcy of the Sponsor;

                        (ii)    upon the filing of a certificate of dissolution
                  or its equivalent with respect to the Sponsor or the
                  revocation of the Sponsor's charter or of the Trust's
                  certificate of trust;

                        (iii)   upon the entry of a decree of judicial
                  dissolution of the Sponsor, or the Trust; and

                        (iv)    before the issue of any Securities, with the
                  consent of all of the Regular Trustees and the Sponsor; and

                  (b)   As soon as is practicable after the occurrence of an
         event referred to in Section 5.2(a), any one Regular Trustee shall
         file, after satisfaction of all liabilities of the Trust in accordance
         with Section 3008 of the Delaware Statutory Trust Act and other
         applicable law, a certificate of cancellation with the Secretary of
         State of the State of Delaware and the Trust shall terminate.

Section 5.3       Governing Law.

         This Declaration and the rights of the parties hereunder shall be
governed by and interpreted in accordance with the laws of the State of Delaware
and all rights and remedies shall be governed by such laws without regard to
principles of conflict of laws.

Section 5.4       Headings.

         Headings contained in this Declaration are inserted for convenience of
reference only and do not affect the interpretation of this Declaration or any
provision hereof.

Section 5.5       Successors and Assigns.

         Whenever in this Declaration any of the parties hereto is named or
referred to, the successors and assigns of such party shall be deemed to be
included, and all covenants and





                                       13
<PAGE>

agreements in this Declaration by the Sponsor and the Trustees shall bind and
inure to the benefit of their respective successors and assigns, whether or not
so expressed.

Section 5.6       Partial Enforceability.

         If any provision of this Declaration, or the application of such
provision to any Person or circumstance, shall be held invalid, the remainder of
this Declaration, or the application of such provision to persons or
circumstances other than those to which it is held invalid, shall not be
affected thereby.

Section 5.7       Counterparts.

         This Declaration may contain more than one counterpart of the signature
page and this Declaration may be executed by the affixing of the signature of
each of the Trustees to one of such counterpart signature pages. All of such
counterpart signature pages shall be read as though one, and they shall have the
same force and effect as though all of the signers had signed a single signature
page.



                                       14
<PAGE>


         IN WITNESS WHEREOF, the undersigned have caused these presents to be
executed as of the day and year first above written.


                                            ------------------------------------
                                            Raymond D. Fortin
                                            Regular Trustee


                                            ------------------------------------
                                            Gary Peacock, Jr.
                                            Regular Trustee


                                            ------------------------------------
                                            Robert J. Williams, Jr.
                                            Regular Trustee


                                            CHASE MANHATTAN BANK USA,
                                            NATIONAL ASSOCIATION,
                                            as Delaware Trustee


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


                                            J.P. MORGAN TRUST COMPANY,
                                            NATIONAL ASSOCIATION,
                                            as Institutional Trustee


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

                                            SUNTRUST BANKS, INC.,
                                            as Sponsor


                                            By:
                                               ---------------------------------
                                            Name:  Raymond D. Fortin
                                            Title: Senior Vice President





                                       15
<PAGE>





                                    EXHIBIT A
                              (begins on next page)


<PAGE>




                              CERTIFICATE OF TRUST


         The undersigned, the trustees of SunTrust Capital ___, desiring to form
a statutory trust pursuant to Delaware Statutory Trust Act, 12 Del. C. Section
3810 et seq., hereby certify as follows:

                  (a)   The name of the statutory trust being formed hereby (the
         "Trust") is "SunTrust Capital ___."

                  (b)   The name and business address of the trustee of the
         Trust which has its principal place of business in the State of
         Delaware is as follows:

                           Chase Manhattan Bank USA, National Association
                           500 Stanton Christina Road, 3/OPS 4
                           Newark, DE 19713

                  (c)   This Certificate of Trust shall be effective as of the
         date of filing.

Dated:  August ___, 2004


                                                  ------------------------------
                                                  Raymond D. Fortin
                                                  Regular Trustee


                                                  ------------------------------
                                                  Gary Peacock, Jr.
                                                  Regular Trustee


                                                  ------------------------------
                                                  Robert J. Williams, Jr.
                                                  Regular Trustee


                                                  CHASE MANHATTAN BANK USA,
                                                  NATIONAL ASSOCIATION,
                                                  as Delaware Trustee


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





<PAGE>


                                                  J.P. MORGAN TRUST COMPANY,
                                                  NATIONAL ASSOCIATION,
                                                  as Institutional Trustee


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


                                       18