EX-4.1


 Exhibit 4.1 

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE
THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OR TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER, CEDE & CO., HAS AN INTEREST HEREIN. 
 THIS SECURITY 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. 






 SUNTRUST BANKS, INC. 

[●]% Senior Note due 2025 
  

			
	No.: [●]	  	$[●]
	CUSIP: [●]	  	
	 ISIN: [●]
	  	

 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 Cede & Co., or registered assigns, the principal sum of [●]
($[●]), or such other principal amount as may be set forth in the records of the Securities Registrar hereinafter referred to in accordance with the Indenture, on [●], 20[●] (the “Stated Maturity Date”). The
Company further promises to pay interest on said principal sum from [●], 2018 or from the most recent interest payment date (each such date, an “Interest Payment Date”) on which interest has been paid or duly provided for,
semi-annually in arrears on [●] and [●] of each year, commencing [●], 2018, at the rate of [●]% per annum until the principal hereof is paid or duly provided for or made available for payment. In the event that
any date, including the Stated Maturity Date (or Redemption Date, if applicable, as discussed below), 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 (and without any interest or other payment in respect of any such delay), in each case 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 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 fifteenth calendar day preceding the relevant Interest Payment Date whether or not such day is 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 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. 

Payment of the principal of and interest on this Security will be made at the Corporate Trust office of the Trustee, or such other office or
agency of the Company maintained for that purpose in the Borough of Manhattan, New York, New York, 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 such place and to such account as may be designated by the Person entitled thereto as specified in the Securities Register in writing not less than ten days before the date of the interest payment. 






 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. 






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

 

			
	 SUNTRUST BANKS, INC.

 



 
			
		
	By:	 	  

	Name:	 	
	Title:	 	


  

			
	 Attest:
	 	  

	 Name:
	 	
	 Title:
	 	







 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 an Indenture, dated as of September 10, 2007 (herein called the “Indenture”), between the Company and U.S. Bank National Association, as
Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), to which Indenture and all 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 and not otherwise defined herein shall have the meanings assigned to such
terms in the Indenture. 
 Interest on this Security will be calculated based on a 360-day year
consisting of twelve 30-day months. 
 At any time prior to [●] (the “Par Call
Date”), upon not less than 10 nor more than 60 days’ notice by mail, the Company may, at its option, at any time and from time to time, redeem all or any portion of the Securities of this series at a Redemption Price equal to the sum
of: (i) 100% of the principal amount of the Securities being redeemed, (ii) accrued but unpaid interest to the Redemption Date (other than interest installments whose Stated Maturity is on or prior to such Redemption Date which will be payable
to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture) and (iii) the Make-Whole Amount as
defined below. For these purposes: 
  

	 	•	 	“Make-Whole Amount” means the excess, if any, of: (i) the aggregate present value as of the date of such redemption of each dollar of principal being redeemed and the amount of interest (exclusive
of interest accrued to the date of redemption) that would have been payable in respect of each such dollar if such redemption had not been made (assuming for these purposes that the Securities of this series mature on the Par Call Date), determined
by discounting, on a semi-annual basis, such principal and interest at the Reinvestment Rate (determined on the third business day preceding the date that notice of such redemption is given) from the respective dates on which such principal and
interest would have been payable if such redemption had not been made to the date of redemption (assuming for these purposes that the Securities of this series mature on the Par Call Date), over (ii) the aggregate principal amount of the
Securities of this series being redeemed. 

  

	 	•	 	 “Reinvestment Rate” means the yield on U.S. Treasury securities at a constant maturity
corresponding to the remaining life (as of the date of redemption, and rounded to the nearest month) to maturity (assuming for these purposes that the Securities of this series mature on the Par Call Date) for the principal being redeemed (the
“Treasury Yield”), plus [●] basis points. For purposes hereof, the Treasury Yield shall be equal to the arithmetic mean of the yields published in the Statistical Release under the heading which represents the average for the
immediately preceding week for “U.S. Government 









	 	 
Securities—Treasury Constant Maturities” with a maturity equal to such remaining life (assuming for these purposes that the Securities of this series mature on the Par Call Date);
provided that if no published maturity exactly corresponds to such remaining life (assuming for these purposes that the Securities of this series mature on the Par Call Date), then the Treasury Yield shall be interpolated or extrapolated on a
straight-line basis from the arithmetic means of the yields for the next shortest and next longest published maturities. For purposes of calculating the Reinvestment Rate, the most recent Statistical Release published prior to the date of
determination of the Make-Whole Amount shall be used. If the format or content of the Statistical Release changes in a manner that precludes determination of the Treasury Yield in the above manner, then the Treasury Yield shall be determined in the
manner that most closely approximates the above manner, as reasonably determined by the Company. 


  

	 	•	 	“Statistical Release” means the statistical release designated “H.15(519)” or any successor publication which is published daily by the Board of Governors of the Federal Reserve System and
which reports yields on actively traded United States government securities adjusted to constant maturities or, if such statistical release is not published at the time of any determination, then such other reasonably comparable index which shall be
designated by the Company. 

 In addition, at any time on or after the Par Call Date, the Company may, at its option, at any
time or from time to time, upon not less than 10 nor more than 60 days’ notice by mail, redeem all or a portion of the Securities of this series at a Redemption Price equal to 100% of the principal amount, together in the case of any such
redemption with accrued but unpaid interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of
record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture. 
 In the
event of the redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. 

In the event that any Redemption Date is not a Business Day, the payment of interest and principal will be made on the next succeeding
Business Day, and no interest on this Security or such payment will accrue for the period from and after the Redemption Date in respect of such delay. 

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 of each series to be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of
the Holders of all Securities of such series, 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 herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. Notwithstanding the
foregoing, without the consent of any Holder of Securities, the Company and the Trustee may amend or supplement the Indenture or the Securities to conform the terms of the Indenture and the Securities to the description of the Securities in the
prospectus supplement dated April 24, 2018 relating to the offering of the Securities. 
 The Indenture contains provisions for
defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture. 

As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series 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 of this series may declare the principal amount of all the Securities of this
series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders). 
 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 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 this series,
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. 
 The Securities of this
series are issuable only in registered form without coupons in minimum denominations of $5,000 and any integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of
this series are exchangeable for a like aggregate principal amount of Securities of such series 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 that for U.S. federal, state and local tax purposes it is intended that this Security constitute indebtedness. 

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. 

 

			
	U.S. BANK NATIONAL ASSOCIATION
	 Not in its individual capacity but solely


	     as Trustee

		
	By:	 	  

		 	AUTHORIZED OFFICER








 [FORM OF TRANSFER NOTICE] 

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

Insert Taxpayer Identification No. 

Please print or typewrite name and address including zip code of assignee of the within Security and all rights thereunder, hereby irrevocably
constituting and appointing ________________ to transfer said Security on the books of the Company with full power of substitution in the premises. 
  

	
	  

	By:
	Date:







 SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY 

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

 

									
	 Date of

Exchange
	  	 Amount of decrease in

Principal Amount of this
 Global
Security
	  	 Amount of increase in

Principal Amount of this
 Global
Security
	  	 Principal Amount of this

Global Security following

such decrease or increase
	  	 Signature of authorized

officer of Trustee or
 Securities
Custodian