8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 20, 2006

SunTrust Banks, Inc.

(Exact name of registrant as specified in its charter)

Georgia	001-08918	58-1575035
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

303 Peachtree St., N.E., Atlanta, Georgia	30308
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (404) 588-7711

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement for a Registrant.

On December 20, 2006, SunTrust Bank, our principal banking subsidiary, issued EUR 1 billion in aggregate principal amount of Registered Floating Rate Senior Bank Notes due 2011 (the “Floating Rate Notes”). SunTrust Bank pays interest on the Floating Rate Notes at the rate of 3-month EURIBOR plus 11 basis points. The Floating Rate Notes were issued to purchasers at a price of 100%, resulting in proceeds to SunTrust Bank, after dealer discount, of EUR 998,000,000. The Floating Rate Notes are not redeemable by SunTrust Bank (except in certain limited events) or subject to repayment at the option of the holder prior to maturity. The Floating Rate Notes will be listed on the Irish Stock Exchange.

The Floating Rate Notes were issued as part of the program established November 8, 2000 and amended on November 21, 2006 under which SunTrust Bank may offer up to USD $20 billion in senior and subordinated unsecured debt obligations. With the issuance of the Floating Rate Notes, the cumulative balance of outstanding notes under the program is equivalent to approximately $5,622,000,000.

The Distribution Agreement and the Global Agency Agreement relating to this program, under which the Floating Rate Notes were issued, are filed as exhibits hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1	Amended and Restated Distribution Agreement, dated November 21, 2006, among SunTrust Bank and the Distribution Agents named therein.
99.2	Amended and Restated Global Agency Agreement, dated November 21, 2006, among SunTrust Bank, Deutsche Bank Trust Company Americas, Deutsche Bank AG, London Branch, and Deutsche International Corporate Services (Ireland) Limited.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SUNTRUST BANKS, INC.
	(Registrant)
Date: December 20, 2006.	By:	/s/ David A. Wisniewski
		David A. Wisniewski,
		Group Vice President

EX-99.1

Exhibit 99.1

SunTrust Bank

Senior and Subordinated Global Bank Notes

Due From 7 Days to 30 Years or More from Date of Issue

AMENDED AND RESTATED DISTRIBUTION AGREEMENT

November 21, 2006

TO EACH OF THE DISTRIBUTION AGENTS LISTED

ON SCHEDULE 1 HERETO

Ladies and Gentlemen:

SunTrust Bank, a banking corporation chartered under the laws of the State of Georgia (the “Bank”), confirms its agreement with each of the distribution agents listed on Schedule 1 hereto (each referred to as a “Distribution Agent” and collectively referred to as the “Distribution Agents”) with respect to the issue and sale by it of its (i) senior unsecured debt obligations not insured by the Federal Deposit Insurance Corporation (the “FDIC”) (the “Senior Notes”) and (ii) subordinated unsecured debt obligations not insured by the FDIC (the “Subordinated Notes”, and together with the Senior Notes, the “Bank Notes”), under its global Bank Note program (the “Program”). The Bank Notes have maturities of 7 days to 30 years or more from date of issue. The Bank Notes are to be issued pursuant to an Amended and Restated Global Agency Agreement, dated as of November 21, 2006 (the “Global Agency Agreement”), among the Bank and Deutsche Bank Trust Company Americas, as domestic paying agent (the “Domestic Paying Agent”) and domestic registrar (the “Domestic Registrar”), Deutsche Bank AG, London Branch, as London paying agent (the “London Paying Agent”), London issuing agent (the “London Issuing Agent”) and transfer agent (the “Transfer Agent”), and Deutsche International Corporate Services (Ireland) Limited, as European registrar (the “European Registrar” and, together with the Domestic Registrar, the “Registrars”), and Irish paying agent (the “Irish Paying Agent”, and together with the Domestic Paying Agent and the London Paying Agent, the “Paying Agents” and, each individually, a “Paying Agent”). Arthur Cox Listing Services Limited has been appointed as the Bank’s Irish listing agent (the “Listing Agent”) in connection with any Notes listed on the Irish Stock Exchange (as defined in Section 17 of this Agreement).

Unless otherwise agreed to between the Bank and the Distribution Agent(s), the Bank Notes must be sold in minimum denominations of U.S.$100,000 or the equivalent thereof in other currencies, calculated as described in the Offering Circular (as defined in Section 2(a)(i) of this Agreement), and not be exchangeable for Bank Notes in smaller denominations. Notwithstanding the previous sentence, Bank Notes subject to the requirements of the Prospectus Directive (as defined in Section 17 of this Agreement) must be sold in minimum denominations of the greater of U.S.$100,000 or €50,000 (or the equivalent thereof in other currencies). Bearer Notes (as defined in the Offering Circular) with a maturity of 183 days or less must be sold in minimum denominations of U.S.$500,000 (or the equivalent thereof in other currencies) or, if subject to the requirements of the Prospectus Directive, the greater of U.S.$500,000 or €50,000 (or the equivalent thereof in other currencies), in each case calculated as described in the Offering Circular.

As of the date hereof, the Bank has authorized the issuance of up to U.S.$20,000,000,000 (or the equivalent thereof in other currencies, calculated as described in the Offering Circular) aggregate principal amount (whether issued prior to or on or after the date hereof) at any one time outstanding of its Bank Notes. It is understood, however, that the Bank may from time to time authorize the issuance of an additional outstanding amount of Bank Notes and that the Bank Notes may be distributed through or sold to one or more of the Distribution Agents pursuant to the terms of this Agreement, all as though the issuance of the Bank Notes were authorized as of the date hereof. The Bank is a wholly-owned indirect subsidiary of SunTrust Banks, Inc. (“SunTrust Banks”).

Application has been made to the Irish Financial Services Regulatory Authority (the “Financial Regulator”), as Competent Authority (as defined in Section 17 of this Agreement) under the Prospectus Directive (as defined in Section 17 of this Agreement), for the Filed Prospectus (as defined in Section 17 of this Agreement) to be approved as a base Prospectus (as defined in Section 17 of this Agreement). Application has been made to the Irish Stock Exchange for Bank Notes to be issued for a period of 12 months from the date of the Filed Prospectus to be admitted to the Official List (as defined in Section 17 of this Agreement) and to trading on the regulated market of the Irish Stock Exchange.

Bank Notes may be listed or admitted to trading, as the case may be, on such other or further Stock Exchanges (as defined in Section 17 of this Agreement) or markets agreed between the Bank and the relevant Distribution Agent(s) in relation to the Series (as defined in Section 17 of this Agreement). Bank Notes that are neither listed nor admitted to trading on any market may also be issued.

In this Agreement, in relation to any (A) Bank Notes that are to have a “listing” or to be “listed” (i) on the Irish Stock Exchange, “listing” and “listed” shall be construed to mean that such Bank Notes have been admitted to the Official List and admitted to trading on the Irish Stock Exchange’s regulated market and (ii) on any other European Economic Area (as defined in Section 17 of this Agreement) Stock Exchange, “listed” and “listing” shall be construed in a similar manner as if the Prospectus Directive (as defined in Section 17 of this Agreement) were implemented in the Relevant Member State (as defined in Section 17 of this Agreement) and (B) any Bank Notes that are to have a “listing” or to be “listed” on a Stock Exchange other than the Irish Stock Exchange or any other European Economic Area Stock Exchange, references to “listed” and “listing” shall be construed to mean that such Bank Notes have been listed on that Stock Exchange and/or admitted to trading on the relevant market, as the case may be.

The Bank agrees that each time the Bank makes a representation, warranty, covenant or agreement (including, but not limited to, an agreement relating to indemnification or contribution) in this Agreement, in any applicable Terms Agreement (as defined in Section 3(a) hereof) or in any certificate signed by an officer of the Bank delivered to one or more of the Distribution Agents or

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counsel to the Distribution Agents, that refers or relates to the Offering Circular, the Bank, in addition to making such representation, warranty, covenant or agreement as to the Offering Circular, shall also be deemed to be making a separate, additional representation, warranty, covenant or agreement, as the case may be, as to the Filed Prospectus, unless the context otherwise requires.

This Agreement provides both for the sale of Bank Notes by the Bank to the Distribution Agents as principal for resale to investors and other purchasers and for the sale of Bank Notes by the Bank directly to investors through the Distribution Agents (as may from time to time be agreed to by the Bank and the Distribution Agents), in which case the Distribution Agents will act as agents of the Bank in soliciting Bank Note purchasers.

The Distribution Agreement, dated March 31, 2004, between the Bank and the Distribution Agents shall be amended and restated as set forth in this Agreement. Any Bank Notes sold on or after the date of this Agreement shall be governed by this Agreement and any applicable Terms Agreement. Any notes of the Bank sold prior to the date of this Agreement shall be governed by the distribution agreement and any applicable terms agreement under which such notes were issued.

SECTION 1. Appointment as Distribution Agents.

(a) Appointment of Distribution Agents. Subject to the terms and conditions stated herein and subject to the reservation by the Bank of the right to sell Bank Notes directly to investors on its own behalf in those jurisdictions where it is authorized to do so, the Bank hereby agrees that Bank Notes will be sold exclusively to or through the Distribution Agents. The Distribution Agents are authorized to engage the services of any other broker or dealer in connection with the offer or sale of the Bank Notes purchased by a Distribution Agent as principal for resale to others but are not authorized to appoint sub-agents. In connection with sales by the Distribution Agents of Bank Notes purchased by a Distribution Agent as principal to other brokers or dealers, a Distribution Agent may allow any portion of the discount it has received in connection with such purchase from the Bank to such brokers or dealers.

(b) Sale of Bank Notes. The Bank shall not approve the solicitation of purchases of Bank Notes in excess of the amount which shall be authorized to be outstanding by the Bank from time to time or in excess of the aggregate principal amount of Bank Notes specified in the Offering Circular. The Distribution Agents will have no responsibility for maintaining records with respect to the aggregate principal amount of Bank Notes sold or outstanding, or of otherwise monitoring the availability of Bank Notes for sale.

(c) Purchases as Principal. The Distribution Agents shall not have any obligation to purchase Bank Notes from the Bank as principal, but the Distribution Agents may agree from time to time to purchase Bank Notes as principal. Any such purchase of Bank Notes by a Distribution Agent as principal shall be made in accordance with Section 3(a) hereof.

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(d) Solicitations as Distribution Agent. If agreed upon by a Distribution Agent and the Bank, the Distribution Agent, acting solely as agent for the Bank and not as principal, will solicit purchases of the Bank Notes. The Distribution Agent will communicate to the Bank, orally or in writing, each offer to purchase Bank Notes solicited by such Distribution Agent on an agency basis, other than those offers rejected by the Distribution Agent. The Distribution Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Bank Notes, as a whole or in part, and any such rejection shall not be deemed a breach of any Distribution Agent’s agreement contained herein. The Bank may accept or reject any proposed purchase of the Bank Notes in whole or in part. The Distribution Agent shall make reasonable efforts to assist the Bank in obtaining performance by each purchaser whose offer to purchase Bank Notes has been solicited by the Distribution Agent and accepted by the Bank. The Distribution Agent shall not have any liability to the Bank in the event any such agency purchase is not consummated for any reason. If the Bank shall default on its obligation to deliver Bank Notes to a purchaser whose offer it has accepted, the Bank shall (i) hold the Distribution Agent harmless against any loss, claim or damage arising from or as a result of such default by the Bank and (ii) notwithstanding such default, pay to the Distribution Agent any commission to which it would be entitled in connection with such sale.

(e) Additional Agents. The Bank may, from time to time, engage additional agents either as principal or as an agent for the sale of the Bank Notes. Any additional agents shall be required, as a condition to their engagement, either to enter into this Agreement (amended to include such additional agents as signatories) or into an agreement with the Bank substantially similar to this Agreement.

(f) Stabilization.

(i) The Distribution Agent (if any) specified as the Stabilization Manager in the Pricing Supplement (as defined in Section 4(f) of this Agreement) relating to any Tranche (as defined in Section 17 of this Agreement) of Bank Notes offered and sold in the United States or any person acting for the Stabilization Manager may, in connection with such Bank Notes, over-allot or effect transactions with a view to supporting the market price of the Bank Notes of the Series of which such Tranche forms a part at a level higher than that which might otherwise prevail for a limited period, but in so doing, the Stabilization Manager (or any person acting for him) shall act as principal and not as agent of the Bank. Such stabilization, if commenced, may be discontinued at any time. Such stabilization shall be conducted in accordance with all relevant laws, regulations and rules. Any loss or profit sustained as a consequence of any such over-allotment or stabilization shall, as against the Bank, be for the account of such named Distribution Agent.

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(ii)(A) In connection with the issue of any Tranche of Bank Notes that are to be admitted to the regulated market of the Irish Stock Exchange, the Distribution Agent (if any) named as the stabilizing manager (or persons acting on behalf of any stabilizing manager) in the applicable Final Terms (as defined in Section 4(f) of this Agreement) (the “Stabilizing Manager”) may over-allot Bank Notes, provided that the aggregate principal amount of such Bank Notes allotted does not exceed 105 per cent. of the aggregate principal amount of the relevant Tranche, or effect transactions with a view to supporting the market price of the Bank Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilizing Manager (or persons acting on behalf of a Stabilizing Manager) will undertake stabilization action. Any stabilization action may begin on or after the date on which adequate public disclosure of the final terms of the offer of the relevant Tranche of Bank Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the Settlement Date (as defined in Section 2(a) of this Agreement) of the relevant Tranche of Bank Notes and 60 days after the date of the allotment of the relevant Tranche of Bank Notes.

(B) Any loss or profit sustained as a consequence of any such over-allotment or stabilizing will be for the account of the Stabilizing Manager. In carrying out any stabilization activity, the Stabilizing Manager shall act as principal and not as an agent of the Bank.

(C) The Bank represents and warrants that it has not issued and will not issue, without the prior consent of the Stabilizing Manager (such consent not to be unreasonably withheld), any press or other public announcement referring to the proposed issue of the Bank Notes unless the announcement adequately discloses that stabilizing action may take place in relation to the Bank Notes to be issued.

(D) The Bank authorizes the Stabilizing Manager to make all appropriate announcements and disclosures in relation to any stabilization or ancillary stabilization action taken in respect of the Bank Notes.

(g) Reliance. The Bank and the Distribution Agents agree that the Bank Notes purchased by the Distribution Agents shall be purchased, and the Bank Notes the placement of which a Distribution Agent arranges shall be placed by such Distribution Agent, in reliance on the representations, warranties, covenants and agreements of the Bank contained herein and on the terms and conditions and in the manner provided herein.

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SECTION 2. Representations and Warranties.

(a) The Bank represents and warrants to each Distribution Agent as of the date hereof, as of the date of each acceptance by the Bank of an offer for the purchase of Bank Notes (whether to the Distribution Agent as principal or through the Distribution Agent as agent), as of the date of each delivery of Bank Notes (whether to such Distribution Agent as principal or through such Distribution Agent as agent) (the date of each such delivery to a Distribution Agent as principal being hereafter referred to as a “Settlement Date”), as of the Applicable Time (as defined below) and as of the times referred to in Section 8(b) hereof (each of the times referenced above being referred to hereafter as a “Representation Date”), as follows:

(i) Offering Circular; Disclosure Package. The Bank has prepared an offering circular, dated November 21, 2006 (as such document may hereafter be amended or supplemented (including by any Pricing Supplement or Final Terms) by the Bank, including the material incorporated therein by reference, the “Offering Circular”), to be used by the Distribution Agents in connection with the Distribution Agents’ solicitation of purchasers of, or offering of, the Bank Notes; provided, however, that if any amendment or supplement shall be provided to the Distribution Agents for use in connection with an offering of the Bank Notes, the term “Offering Circular” shall be deemed to refer to and include such amendment or supplement from and after the time it is first provided to the Distribution Agents for use. The Offering Circular, as of the date hereof, does not and, as of the applicable Representation Date, will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading; provided, however, that the representations and warranties in this paragraph shall not apply to statements in or omissions from the Offering Circular made in reliance upon, and in conformity with, information furnished to the Bank in writing by the Distribution Agents expressly for use therein.

In respect of each Tranche agreed as contemplated herein (i) to be admitted to listing and/or admitted to trading on one or more Stock Exchange(s) or (ii) where there is an offer of Bank Notes to the public (as defined in Section 17 of this Agreement), the Bank has prepared the Filed Prospectus. The Filed Prospectus, together with the applicable Final Terms or Pricing Supplement, as the case may be, will be approved as a prospectus by the Financial Regulator for the purpose of the Irish Regulations and will contain all information as may be required by the laws, rules and regulations applicable to the relevant Stock Exchange(s), the Prospectus Directive, the Irish Regulations (as defined in Section 17 of this Agreement) and Regulation 809/2004 of the European Union, as the case may be.

The Disclosure Package (as defined below) as of the Applicable Time will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this paragraph shall not apply to statements in the Disclosure Package made in reliance upon and in conformity with information furnished to the Bank in writing by the Distribution Agents expressly for use therein.

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Any individual Supplemental Offering Materials (as defined in Section 4(j) of this Agreement), when considered together with the Disclosure Package, will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this paragraph shall not apply to statements in such Supplemental Offering Materials made in reliance upon and in conformity with information furnished to the Bank in writing by the Distribution Agents expressly for use therein.

“Applicable Time” means such time as agreed between the Bank and the Distribution Agents to whom or through whom the issue of Bank Notes are being sold in (i) a Terms Agreement or (ii) any other written agreement of the Bank and such Distribution Agents.

“Disclosure Package” means the Offering Circular, together with the information, if any, identified as being part of the Disclosure Package in (i) a Terms Agreement or (ii) any other written agreement of the Bank and the Distribution Agents to whom or through whom the issue of Bank Notes are being sold.

The Bank has incorporated by reference in the Offering Circular the publicly available portions of each of its Consolidated Reports of Condition and Income (each, a “Call Report”), and any amendments or supplements thereto, for the quarterly periods in the years ended December 31, 2005, 2004 and 2003, and for the quarterly periods ended March 31, June 30 and September 30, 2006. The publicly available portions of any Call Reports filed by the Bank subsequent to the date of the Offering Circular and prior to the termination of the offering of the Bank Notes will be incorporated therein by reference.

In addition, the Bank has been authorized by SunTrust Banks to incorporate by reference in the Offering Circular SunTrust Banks’ Annual Report on Form 10-K for it most recently ended fiscal year, Quarterly Reports on Form 10-Q since its most recently ended fiscal year, Current Reports on Form 8-K since its most recently ended fiscal year and each other document filed by SunTrust Banks (and any and all amendments thereto) pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the rules and regulations thereunder (except that information in such documents deemed not to have been filed in accordance with the rules of the Securities and Exchange Commission (the “Commission”) shall not be incorporated by reference).

The documents incorporated by reference into the Offering Circular and the Disclosure Package, at the time they were or hereafter are filed with the applicable federal regulatory authorities, complied or when so filed will comply in all material respects with the 1934 Act or the rules and regulations otherwise applicable thereto, as the case may be. Such documents, when

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read together with the other information in the Offering Circular and the Disclosure Package, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were or are made, not misleading.

(ii) Due Organization, Valid Existence and Good Standing. The Bank is a banking corporation duly organized, validly existing and in good standing under the laws of the State of Georgia, and is licensed, registered or qualified to conduct the business in which it is engaged in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such license, registration or qualification, except to the extent that the failure to be so licensed, registered or qualified or to be in good standing would not have a material adverse effect on the Bank and its subsidiaries taken as a whole. The Bank is a wholly-owned indirect subsidiary of SunTrust Banks, a Georgia corporation that has securities registered under the 1934 Act.

(iii) Due Authorization, Execution and Delivery of this Agreement, the Global Agency Agreement, the Amended and Restated Interest Calculation Agreement, the Amended and Restated Exchange Rate Agency Agreement and the Letters of Representations. This Agreement, the Global Agency Agreement, the Amended and Restated Interest Calculation Agreement dated as of November 21, 2006, between the Bank and Deutsche Bank Trust Company Americas (the “Interest Calculation Agreement”), the Exchange Rate Agency Agreement dated as of November 21, 2006, between the Bank and Deutsche Bank AG, London Branch (the “Exchange Rate Agency Agreement”) and the Short-Term and Medium-Term Letters of Representation dated March 31, 2004 (the “Letters of Representations”), between the Bank, Deutsche Bank Trust Company Americas and The Depository Trust Company, have been duly authorized, executed and delivered by the Bank and are valid and legally binding agreements of the Bank, enforceable against the Bank in accordance with their respective terms, subject to applicable bankruptcy, liquidation, insolvency, fraudulent transfer, reorganization, moratorium, conservatorship, receivership and similar laws of general applicability relating to, or affecting, creditors’ rights, and to general equity principles.

(iv) Due Authorization, Execution and Delivery of the Bank Notes. The Bank Notes have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and authenticated against payment of the consideration therefor, the Bank Notes will be valid and legally binding obligations of the Bank, enforceable against the Bank in accordance with their respective terms, subject to applicable bankruptcy, liquidation, insolvency, fraudulent transfer, reorganization, moratorium, conservatorship, receivership and similar laws of general applicability relating to, or affecting, creditors’ rights, and to general equity principles.

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(v) Exemption from Registration. The Bank Notes are exempt from registration under the Securities Act of 1933, as amended (the “1933 Act”), pursuant to Section 3(a)(2) thereof. Qualification of an indenture under the Trust Indenture Act of 1939, as amended, is not required in connection with the offer, sale, issuance or delivery of the Bank Notes pursuant to this Agreement or any applicable Terms Agreement.

(vi) Exemption from Investment Company Act. The Bank is not required to register under the provisions of the Investment Company Act of 1940, as amended (the “Investment Company Act”), or to take any other action with respect to or under the Investment Company Act.

(vii) No Other Approvals Required. No consent, approval or authorization of or filing with any governmental body or agency is required for the performance by the Bank of its obligations under this Agreement, the Bank Notes, the Global Agency Agreement, the Interest Calculation Agreement, the Exchange Rate Agency Agreement, the Letters of Representations and any applicable Terms Agreement (provided that the representations contained in the immediately preceding clause with respect to approvals under the laws of foreign countries shall only be to the best knowledge of the Bank) or the consummation by the Bank of the transactions contemplated by this Agreement and any agreement with a Distribution Agent to purchase such Bank Notes as principal, except (A) such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Bank Notes, (B) with respect to Subordinated Notes, such approvals of the Georgia Department of Banking and Finance as are required by Section 7-1-419 of the Official Code of Georgia, which approvals have been obtained and (C) in the case of issuances of Bank Notes where the Prospectus Directive would apply, any approvals or publications required by the Prospectus Directive, which approvals or publications have been obtained or made.

(viii) Description of Bank Notes. The Bank Notes are substantially in the form heretofore delivered to the Distribution Agents and conform in all material respects to the description thereof contained in the Offering Circular under the caption “Description of Notes” and in the Disclosure Package.

(ix) Priority of Bank Notes. The Senior Notes are unsecured and unsubordinated debt obligations of the Bank and rank pari passu among themselves and with all other unsecured and unsubordinated debt obligations of the Bank except, (A) pursuant to Section 11(d)(11) of the Federal Deposit Insurance Act, the Bank’s unsecured deposit obligations and (B) pursuant to Section 7-1-202 of the Official Code of Georgia, the Bank’s deposit obligations. The Subordinated Notes are unsecured and subordinated debt obligations of the Bank, rank pari passu among themselves, and are subordinated and junior in right of payment to the Bank’s obligations to depositors and general creditors, other than obligations which, by their express terms, rank on a parity with or junior to the Subordinated Notes. Upon issuance, the Subordinated Notes will qualify as Tier 2 capital of the Bank (within the meaning of Appendix A to 12 C.F.R. Part 208).

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(x) No Violation. Neither the Bank or any of its subsidiaries nor SunTrust Banks or any of its subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which it is a party or by which it or any of them or their properties may be bound which might result in a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Bank and its subsidiaries, considered as one enterprise, or might materially and adversely affect the properties or assets thereof or might materially and adversely affect the consummation of this Agreement, the Global Agency Agreement, the Interest Calculation Agreement, the Exchange Rate Agency Agreement, the Letters of Representations or the Bank Notes or any transaction contemplated hereby or thereby. The execution, issuance and delivery by the Bank of the Bank Notes, and the execution, delivery and performance by the Bank of this Agreement, the Global Agency Agreement, the Interest Calculation Agreement, the Exchange Rate Agency Agreement, the Letters of Representations and any applicable Terms Agreement, will not violate any law, rule, regulation, order, judgment or decree applicable to SunTrust Banks or its subsidiaries or to the Bank or its subsidiaries (including without limitation, Sections 7-1-291 and 7-1-419 of the Official Code of Georgia) or violate any provision of the Bank’s charter or by-laws, or conflict with or result in a material breach of or constitute a material default under, or result in the creation or imposition of any material lien, charge or encumbrance upon any property or assets of SunTrust Banks or its subsidiaries or the Bank or its subsidiaries pursuant to any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which SunTrust Banks or any of its subsidiaries or the Bank or any of its subsidiaries, or the property of any of them, is bound or subject.

(xi) No Material Adverse Change. Since the respective dates as of which information is given or incorporated by reference in the Offering Circular and the Disclosure Package (a) there has not been any material adverse change, or any development which could be expected to result in a material adverse change, in the condition, financial or otherwise, or business affairs or business prospects of the Bank and its subsidiaries or of SunTrust Banks and its subsidiaries, as the case may be, considered as one enterprise, whether or not arising in the ordinary course of business, other than as set forth or contemplated in the Offering Circular and the Disclosure Package (including the material incorporated by reference therein), and (b) there have been no material transactions entered into by the Bank or any of its subsidiaries or SunTrust Banks and any of its subsidiaries, considered as one enterprise, other than those in the ordinary course of business.

(xii) Rating. The Bank Notes have been rated in one of the top four ratings categories by at least one “nationally recognized statistical rating organization” (as that term is defined by the Commission for purposes of Rule 436(g)(2) under the 1933 Act) and by each other nationally recognized statistical rating organization that has rated the Bank Notes.

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(xiii) Financial Statements and Financial Information. The financial statements and other financial information of SunTrust Banks and its consolidated subsidiaries included or incorporated by reference in the Offering Circular or the Disclosure Package present fairly the consolidated financial position of SunTrust Banks and its consolidated subsidiaries, as of the dates indicated therein and the consolidated results of their operations for the periods specified therein; and except as stated therein, such financial statements have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis; the Call Reports and other financial information of the Bank included or incorporated by reference in the Offering Circular or the Disclosure Package present fairly its financial position and the results of its operations for the periods specified therein, and except as stated therein, have been prepared in conformity with regulatory instructions issued by the Federal Financial Institution Examination Council applied on a consistent basis; and financial information of certain financial institutions, if any, acquired or consolidated with or proposed to be acquired by or consolidated with SunTrust Banks or the Bank included or incorporated by reference in the Offering Circular or the Disclosure Package present fairly the financial position of such financial institutions as of the dates indicated therein and the results of their operations for the periods specified therein.

(xiv) Compliance with Limitations on Bank Liabilities. The Bank will not issue any Bank Note if the aggregate amount of outstanding liabilities of the Bank for money borrowed as a result of the issuance of such Bank Note exceeds the limitations set forth in Sections 7-1-291 and 7-1-419 of the Official Code of Georgia, unless otherwise expressly approved by the Georgia Department of Banking and Finance.

(xv) Legal Proceedings. Except as may be set forth in the Offering Circular and the Disclosure Package, there is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Bank, threatened against or affecting, SunTrust Banks or any of its subsidiaries or the Bank or any of its subsidiaries, which is reasonably likely to be adversely determined against such party and, if adversely determined against such party, might, in the opinion of the Bank, result in any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, business prospects, properties or assets of the Bank and its subsidiaries considered as one enterprise, or might materially and adversely affect the consummation of this Agreement, the Global Agency Agreement, the Interest Calculation Agreement, the Exchange Rate Agency Agreement or the Bank Notes or any transaction contemplated hereby or thereby. Except as may be set forth in the Offering Circular and the Disclosure Package, none of the Bank nor any of its subsidiaries is a party to or otherwise subject to any consent decree, memorandum of understanding, written commitment or

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other supervisory agreement with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), the FDIC or the Georgia Department of Banking and Finance (collectively, the “Banking Regulators”) or any other federal or state agency or authority.

(xvi) Commodity Exchange Act. The Bank Notes, when issued, authenticated and delivered pursuant to the provisions of this Agreement and the Global Agency Agreement, will be excluded or exempted under the provisions of the Commodity Exchange Act.

(xvii) Relationship with Distribution Agents. The Bank acknowledges and agrees that (a) the offering or purchase and sale of the Bank Notes pursuant to this Agreement from time to time, including the determination of the terms of the Bank Notes and the offering price thereof and any related discounts or commissions, is an arm’s-length commercial transaction between the Bank, on the one hand, and the several Distribution Agents, on the other hand, (b) in connection with any offering pursuant to this Agreement and the process leading to such offering each Distribution Agent is and has been acting solely as a principal or placement agent, as the case may be, and not a fiduciary of the Bank, or its stockholder, creditors, employees or any other party, (c) no Distribution Agent has assumed or will assume an advisory or fiduciary responsibility in favor of the Bank with respect to any offering pursuant to this Agreement or the process leading thereto (irrespective of whether such Distribution Agent has advised or is currently advising the Bank on other matters) and no Distribution Agent has any obligation to the Bank with respect to any offering pursuant to this Agreement except the obligations expressly set forth in this Agreement, (d) the Distribution Agents and their respective affiliates are and may be engaged in a broad range of transactions that involve interests that differ from those of the Bank and (e) the Distribution Agents have not provided any legal, accounting, regulatory or tax advice with respect to any offering contemplated hereby and the Bank has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

(xviii) Affiliated Brokers or Dealers. Except for Sun Trust Capital Markets, Inc., and except as otherwise disclosed in writing to the Distribution Agents, neither of the Bank nor any of its officers or, to the knowledge of the Bank, any of its directors, (i) is required to register as a “broker” or “dealer” in accordance with the provisions of the 1934 Act, or the rules and regulations thereunder, or (ii) directly, or indirectly through one or more intermediaries, controls or has any other association with (within the meaning of Article I of the By-laws of the National Association of Securities Dealers, Inc. (the “NASD”)) any member firm of the NASD.

(b) Additional Certifications. Any certificate signed by any officer of the Bank and delivered to the Distribution Agents or to counsel for the Distribution Agents in connection with an offering of Bank Notes, or the sale of Bank Notes to a Distribution Agent as principal, contemplated by this Agreement shall be deemed a representation and warranty by the Bank to the Distribution Agents as to the matters covered thereby on the date of such certificate and at each Representation Date referred to in Section 2(a) hereof subsequent thereto.

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SECTION 3. Purchases as Principal; Solicitations as Distribution Agents.

(a) Purchases as Principal. Unless otherwise agreed to by a Distribution Agent and the Bank, Bank Notes shall be purchased by the Distribution Agent as principal. Such purchases shall be made in accordance with terms agreed upon by the Distribution Agent and the Bank with respect to such information (as applicable) as is specified in Exhibit A hereto (which terms shall be agreed upon orally, and which may or may not be confirmed in writing in the form of Exhibit A, prepared by the Distribution Agent and mailed or sent via facsimile transmission to the Bank) and, in the case of sales to Distribution Agents on a syndicated basis, a separate terms agreement substantially in the form of Exhibit G hereto. Any oral or written agreement entered into pursuant to the previous sentence, including any agreement in the form of Exhibit G hereof, is referred to herein as a “Terms Agreement”. The Distribution Agent’s commitment to purchase Bank Notes as principal shall be deemed to have been made on the basis of the representations and warranties of the Bank herein contained and shall be subject to the terms and conditions herein set forth. Each purchase of Bank Notes shall be at a discount from the principal amount of each such Bank Note equivalent to the commission to be agreed to by the Bank and each such Distribution Agent and set forth in the Terms Agreement. The Distribution Agent may engage the services of any other broker or dealer in connection with the resale of the Bank Notes purchased as principal and may allow any portion of the discount received in connection with such purchases from the Bank to such brokers and dealers. At the time of each purchase of Bank Notes by a Distribution Agent as principal, the Distribution Agent shall specify the requirements for the officers’ certificates, opinions of counsel and the accountant’s letter pursuant to Sections 8(b)(iii), 8(c)(iii) and 8(d)(iii) hereof. The resale of any Bank Notes acquired by such Distribution Agent as principal shall be subject to all of the applicable selling restrictions set forth in Exhibit F hereto.

(b) Solicitations as Distribution Agents. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, when agreed upon by the Bank and a Distribution Agent, such Distribution Agent, as an agent of the Bank, will use its reasonable efforts to solicit offers to purchase the Bank Notes upon the terms and conditions set forth herein and in the Offering Circular. All Bank Notes sold through a Distribution Agent as agent will be sold at 100% of their principal amount unless otherwise agreed to by the Bank and the Distribution Agent.

The Bank reserves the right, in its sole discretion, to suspend solicitation of purchases of the Bank Notes through the Distribution Agents, as agents, commencing at any time for any period of time or permanently. Upon receipt of instructions from the Bank, the Distribution Agents will forthwith suspend solicitation of purchases from the Bank until such time as the Bank has advised the Distribution Agents that such solicitation may be resumed. During such period, the Bank shall not be required to comply with the

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provisions of Sections 8(b), (c) and (d). Upon advising the Distribution Agents that such solicitation may be resumed, however, the Bank shall simultaneously provide the documents required to be delivered by Sections 8(b), (c) and (d), and the Distribution Agents shall have no obligation to solicit offers to purchase the Bank Notes until such documentation has been received by the Distribution Agents.

The Bank agrees to pay each Distribution Agent a commission, in the form of a discount, equal to the applicable percentage of the principal amount of each Bank Note sold by the Bank as a result of a solicitation made by such Distribution Agent as agreed to by the Bank and each such Distribution Agent. The Distribution Agents may reallow any portion of the commission payable pursuant hereto to dealers in connection with the offer and sale of the Bank Notes.

(c) Administrative Procedures. The purchase price, interest rate or formula, maturity date and other terms of the Bank Notes (as applicable) specified in Exhibit A hereto shall be agreed upon by the Bank and the applicable Distribution Agent and set forth in a Pricing Supplement or Final Terms, as the case may be, to the Offering Circular to be prepared in connection with each sale of Bank Notes. Administrative procedures with respect to the sale of Bank Notes shall be agreed upon from time to time by the Distribution Agents and the Bank (the “Procedures”). The initial Procedures, as agreed upon by the Distribution Agents and the Bank, are attached hereto as Exhibit H. The Distribution Agents and the Bank agree to perform the respective duties and obligations specifically provided to be performed by the Distribution Agents and the Bank herein and in the Procedures.

(d) Delivery. The documents required to be delivered by Section 6 hereof shall be delivered at the office of Sidley Austin LLP, on the date hereof, or at such other time as the Distribution Agents and the Bank may agree upon in writing (the “Closing Time”).

SECTION 4. Covenants of the Bank.

The Bank covenants with the Distribution Agents as follows:

(a) Amending Offering Circular or Disclosure Package. The Bank will give the Distribution Agents notice of its intention to prepare any additional offering circular supplement with respect to the sale of the Bank Notes or any amendment or supplement to the Offering Circular or the Disclosure Package and will furnish the Distribution Agents with copies of any such amendment or supplement or other documents proposed to be distributed a reasonable time in advance of such proposed distribution and will not distribute any such amendment or supplement or other documents in a form to which the Distribution Agents or counsel for the Distribution Agents shall reasonably object.

(b) Copies of Offering Circular and Disclosure Package. The Bank will deliver to the Distribution Agents as many copies of the Offering Circular and the Disclosure Package (as amended or supplemented, including documents incorporated by reference therein) as the Distribution Agents shall reasonably request in connection with sales or solicitations of offers to purchase the Bank Notes.

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(c) Revisions of Offering Circular or Disclosure Package – Material Changes. Except as otherwise provided in Subsection (d) of this Section 4, if any event shall occur or condition exist as a result of which it is necessary, in the reasonable opinion of counsel for the Distribution Agents or counsel for the Bank, to (i) amend or supplement the Offering Circular in order that the Offering Circular will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein not misleading in the light of the circumstances existing at any Representation Date or the time it is delivered to a purchaser, (ii) amend or supplement the Disclosure Package in order that the Disclosure Package will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein not misleading in the light of the circumstances existing at any Representation Date or the time it is delivered to a purchaser or (iii) amend or supplement the Offering Circular to comply with applicable laws, rules or regulations, including, without limitation, the rules or regulations of any Stock Exchange on which the Bank Notes are listed, the Prospectus Directive or Regulation 809/2004 of the European Union, in each case immediate notice shall be given, and confirmed in writing, to the Distribution Agents to cease the solicitation of offers to purchase the Bank Notes in their capacity as agents and to cease sales of the Bank Notes the Distribution Agents may then own as principal, and the Bank will promptly prepare such amendment or supplement as may be necessary to correct such untrue statement or omission. The Bank will procure that any such amendment or supplement is approved by the Financial Regulator for the purposes of all applicable laws. The Distribution Agents shall, at such time as the Bank shall have furnished to the Distribution Agents an amended or supplemented Offering Circular or an amended or supplemented Disclosure Package, as the case may be, in each case in form satisfactory to the Distribution Agents and their counsel, resume solicitation of offers to purchase Bank Notes using the Offering Circular or the Disclosure Package, as the case may be, so amended and supplemented. Notwithstanding the foregoing, any amendment or supplement to be made to the Disclosure Package after the Applicable Time will be subject to the prior written approval of the Distribution Agent(s) purchasing Bank Notes as principal, as provided in Section 12(b)(vi)(y) hereof. The Bank agrees to update the Offering Circular through amendment or supplement no less than annually from the date hereof.

(d) Suspension of Certain Obligations. The Bank shall not be required to comply with the provisions of subsection (c) of this Section 4 during any period from the later of the time (i) the Distribution Agents shall have suspended solicitation of purchases of the Bank Notes in their capacity as agents pursuant to a request from the Bank and (ii) no Distribution Agent shall then hold any Bank Notes purchased as principal pursuant hereto, until the time the Bank shall determine that solicitation of purchases of the Bank Notes should be resumed or the Distribution Agent shall subsequently purchase Bank Notes from the Bank as principal.

(e) Regulatory Reports. Upon request, the Bank shall provide the Distribution Agents with copies of the publicly available portion of any reports required to be filed by the Bank or SunTrust Banks with any United States or state supervisory or regulatory authority as promptly as reasonably practicable after such reports become publicly available.

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(f) Preparation of Pricing Supplements and Final Terms; Filing of Final Terms. The Bank will prepare, with respect to (x) a Tranche of Bank Notes to be sold through or to the Distribution Agents pursuant to this Agreement, a pricing supplement substantially in the form of Exhibit A hereto (a “Pricing Supplement”) with respect to the Bank Notes, or (y) with respect to a Tranche of Bank Notes to be sold through or to the Distribution Agents pursuant to this Agreement and admitted to trading on the Irish Stock Exchange’s regulated market, or such other or further Stock Exchanges or markets agreed between the Bank and the relevant Distribution Agent(s), a final terms substantially in the for of Annex B to the Offering Circular (a “Final Terms”), in each case in a form previously approved by the Distribution Agents. In relation to any Bank Notes agreed by the Bank and the Distribution Agents to be admitted to trading on a Regulated Market (as defined in Section 17 of this Agreement) and/or listed on any Stock Exchange(s), the Bank will ensure that the relevant Final Terms is lodged with, and approved by the Competent Authority of, such Regulated Market(s) and/or Stock Exchange(s) by the time required by such Regulated Markets and/or Stock Exchange(s).

(g) Blue Sky Qualifications. The Bank will endeavor, in cooperation with the Distribution Agents, to qualify the Bank Notes for offering and sale under the applicable securities laws of such States and other jurisdictions of the United States as the Distribution Agents may designate, and will maintain such qualifications in effect for as long as may be required for the distribution of the Bank Notes; provided, however, that the Bank shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. The Bank will file such statements and reports as may be required by the laws of each jurisdiction in which the Bank Notes have been qualified as above provided. The Bank will promptly advise the Distribution Agents of the receipt by the Bank of any notification with respect to the suspension of the qualification of the Bank Notes for sale in any such State or jurisdiction or the initiating or threatening of any proceeding for such purpose.

(h) Stand-Off Agreement. In connection with a purchase by a Distribution Agent of Bank Notes as principal, between the date of the agreement to purchase such Bank Notes and the Settlement Date with respect to such purchase, the Bank will not, without the prior consent of the Distribution Agent who is party to such agreement, offer or sell, or enter into any agreement to sell, any debt securities of the Bank (other than the Bank Notes that are to be sold pursuant to such agreement and deposit and other bank obligations issued and sold directly by the Bank in the ordinary course of its business).

(i) No Deposit-Taking. In respect of any Bank Notes having a maturity of less than one year, the Bank will issue such Bank Notes only if the following conditions apply (or the Bank Notes can otherwise be issued without contravention of Section 19 of the United Kingdom Financial Services and Markets Act 2000 (the “FSMA”)):

(i) Each relevant Distribution Agent represents and agrees that it will comply with the terms set out in the section headed “United Kingdom” in Exhibit F (Selling Restrictions); and

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(ii) The redemption value of each such Bank Note is not less than £100,000 (or an amount of equivalent value denominated wholly or partly in a currency other than sterling), and no part of any Bank Note may be transferred unless the redemption value of that part is not less than £100,000 (or such an equivalent amount).

(j) No Other Offering Documents. The Bank represents and agrees that it has not used, and that it will not use, unless it obtains the prior consent of the Distribution Agents to whom or through whom a Tranche of Bank Notes is to be sold, any Supplemental Offering Materials with respect to such Bank Notes. Each Distribution Agent represents and agrees, severally and not jointly, that it will not use, unless it obtains the prior consent of the Bank, any Supplemental Offering Materials with respect to a Tranche of Bank Notes. As used herein, “Supplemental Offering Materials” means any “written communication” (within the meaning of the regulations of the Commission under the 1933 Act), other than the Offering Circular and the Disclosure Package, prepared by or on behalf of the Bank, or used or referred to by the Bank, that constitutes an offer to sell or a solicitation of an offer to buy the Bank Notes, including without limitation any such written communication that would, if the sale of the Bank Notes was to be conducted as a public offering pursuant to a registration statement filed with the Commission and the Offering Circular was to be considered to be a prospectus satisfying the requirements of Section 10(a) of the 1933 Act (a “Public Offering”), constitute an “issuer free writing prospectus,” as defined in Rule 433 under the 1933 Act. Notwithstanding anything to the contrary herein, the Distribution Agents may convey to investors, without the prior consent of the Bank, (i) customary information regarding any Tranche of Bank Notes that would, in a Public Offering, be exempt from filing pursuant to Rule 433(d)(5)(i), (ii) the final terms of any Tranche of Bank Notes that would, in a Public Offering, constitute a free writing prospectus required to be filed with the Commission pursuant to Rule 433(d)(5)(ii) and (iii) any information of the type listed in an exhibit to a Terms Agreement or any other written agreement of the Bank and the Distribution Agents to whom or through whom such Tranche of Bank Note are being sold.

SECTION 5. Payment of Expenses.

Whether or not the transactions contemplated hereunder are consummated or this Agreement or any agreement by a Distribution Agent to purchase Bank Notes as principal is terminated, the Bank will pay all expenses incident to the performance of the Bank’s obligations under this Agreement including, without limitation: (a) the preparation, printing and delivery of the Filed Prospectus, the Offering Circular, the Disclosure Package, any Supplemental Offering Materials and all amendments and supplements thereto; (b) the preparation and reproduction of this Agreement; (c) the preparation, issuance and delivery of the Bank Notes, including fees and expenses related to the use of book-entry notes; (d) the fees and disbursements of the Bank’s counsel and accountants, of the Paying Agents, London Issuing Agent, Registrars, Transfer Agent and Listing Agent and of any calculation agents or exchange rate agents and their respective counsel; (e) the reasonable fees and disbursements of counsel to the Distribution Agents incurred in connection with the updating and maintenance of the program relating to the Bank Notes and incurred from time to time in connection with the

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transactions contemplated thereby; (f) any fees charged by rating agencies for rating of the Bank Notes; (g) any advertising and other out-of-pocket expenses of the Distribution Agents incurred with the approval of the Bank; (h) the qualification of the Bank Notes under state securities laws in accordance with the provisions of Section 4(g) hereof, including the filing fees and the reasonable fees and disbursements of counsel for the Distribution Agents in connection therewith and in connection with the preparation of any Blue Sky Survey and any Legal Investment Survey; (i) the cost of preparing and providing any CUSIP or other identification numbers for the Bank Notes; (j) compliance with any applicable requirements of Rule 2720 of the Conduct Rules of the NASD, including the filing fees and the reasonable fees and disbursements of counsel for the Distribution Agents in connection therewith; and (k) all fees payable to any exchange, Stock Exchange, Regulated Market, quotation system or listing authority in connection with listing the Bank Notes on such exchange, Stock Exchange, Regulated Market, quotation system or listing authority and maintaining such listing.

SECTION 6. Conditions of Distribution Agents’ Obligations.

The obligations of the Distribution Agents to solicit offers to purchase the Bank Notes as agents of the Bank, the obligations of any purchasers of Bank Notes sold through a Distribution Agent as agent, and any obligation of a Distribution Agent to purchase Bank Notes pursuant to any agreement by such Distribution Agent to purchase Bank Notes as principal (or otherwise), will be subject at all times to the accuracy of the representations and warranties on the part of the Bank herein and to the accuracy of the statements of the Bank’s and SunTrust Banks’ officers made in any certificate furnished pursuant to the provisions hereof, to the performance and observance by the Bank of all covenants and agreements herein contained and to the following additional conditions precedent:

(a) Legal Opinions. On the date hereof, and, if required pursuant to Section 8(c) hereof, on each Settlement Date, the Distribution Agents, and, only with respect to any opinions referred to in subparagraph (i) hereof, the Domestic Paying Agent and Domestic Registrar, shall have received the following legal opinions, dated as of the date hereof or the Settlement Date, as the case may be, and in form and substance satisfactory to the Distribution Agents:

(i) Opinion of Counsel to the Bank and SunTrust Banks. The opinion of Raymond D. Fortin, Esq., counsel to the Bank and SunTrust Banks, substantially in the form of Exhibit B.

(ii) Opinion of Counsel to the Distribution Agents. The opinion of Sidley Austin LLP, counsel to the Distribution Agents, covering such matters as they may request.

(b) Officers’ Certificates. On the date hereof, and, if required pursuant to Section 8(b) hereof, on each Settlement Date, the Distribution Agents shall have received a certificate of (i) the President, a Senior Vice President or Vice President, and the Chief

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Financial Officer, Chief Accounting Officer or Treasurer of the Bank satisfactory to the Distribution Agents, substantially in the form of Exhibit C hereto and (ii) the President, a Senior Vice President or Vice President, and the Chief Financial Officer, Chief Accounting Officer or Treasurer of SunTrust Banks satisfactory to the Distribution Agents, substantially in the form of Exhibit D hereto, each dated the date hereof or the Settlement Date, as the case may be.

(c) Representations Certificate. On the date hereof, the Distribution Agents shall have received a certificate of SunTrust Banks, substantially in the form of Exhibit E hereto.

(d) Accountants’ Letter. On the date hereof, and, if required pursuant to Section 8(d) hereof, on each Settlement Date, the Distribution Agents shall have received a letter from PricewaterhouseCoopers LLP, independent accountants to the Bank and SunTrust Banks (or any successor independent registered accounting firm of the Bank), dated as of the date hereof or the Settlement Date, as the case may be, and in form and substance satisfactory to the Distribution Agents.

(e) Listed Bank Notes. By the date hereof, the Distribution Agents shall have received confirmation that the Financial Regulator, in its capacity as Competent Authority under the Prospectus Directive, has approved the Filed Prospectus as a base Prospectus. On each Settlement Date for a Tranche of listed Bank Notes, the Irish Stock Exchange shall have admitted such Bank Notes to the Official List and to trading on the Irish Stock Exchange’s regulated market.

(f) Other Documents. On the date hereof and on each Settlement Date, counsel to the Distribution Agents shall have been furnished with such documents and opinions as such counsel may reasonably request for the purpose of enabling such counsel to pass upon the issuance and sale of the Bank Notes as herein contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Bank in connection with the issuance and sale of Bank Notes as herein contemplated shall be satisfactory in form and substance to the Distribution Agents and to counsel to the Distribution Agents.

If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement (or, at the option of the Distribution Agent, any applicable agreement by such Distribution Agent to purchase Bank Notes as principal) may be terminated by the Distribution Agents (or, in the case of any applicable agreement by a Distribution Agent to purchase Bank Notes as principal, such Distribution Agent) by written notice to the Bank at any time at or prior to the Closing Time and any such termination shall be without liability of any party to any other party, except that the provisions of Section 5 hereof, the indemnity and contribution agreement set forth in Sections 9 and 10 hereof, and the provisions of Sections 11, 14 and 15 hereof shall remain in effect.

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SECTION 7. Delivery of and Payment for Bank Notes Sold through a Distribution Agent.

Delivery of Bank Notes sold through a Distribution Agent as agent shall be made by the Bank to such Distribution Agent for the account of any purchaser only against payment therefor in immediately available funds. In the event that a purchaser shall fail either to accept delivery of or to make payment for a Bank Note on the date fixed for settlement, the Distribution Agent shall promptly notify the Bank and deliver the Bank Note to the Bank, and, if the Distribution Agent has theretofore paid the Bank for the Bank Note, the Bank will promptly return such funds to the Distribution Agent. If such failure shall have occurred for any reason other than default by the applicable Distribution Agent to perform its obligations hereunder, the Bank will reimburse such Distribution Agent on an equitable basis for its loss of the use of funds during the period when the funds were credited to the account of the Bank.

SECTION 8. Additional Covenants of the Bank.

The Bank covenants and agrees with each Distribution Agent that:

(a) Reaffirmation of Representations and Warranties. Each acceptance by the Bank of an offer for the purchase of Bank Notes (whether to a Distribution Agent as principal or through the Distribution Agent as agent), and each delivery of Bank Notes to the Distribution Agents, shall be deemed to be an affirmation that the representations and warranties of the Bank contained in this Agreement and in any certificate theretofore delivered to the Distribution Agents pursuant hereto are true and correct at the time of such acceptance or sale, as the case may be, and an undertaking that such representations and warranties will be true and correct at the Applicable Time and at the time of delivery to the purchaser or his agent, or to the applicable Distribution Agent, of the Bank Note or Bank Notes relating to such acceptance or sale, as the case may be, as though made at and as of each such time (and it is understood that such representations and warranties shall relate to (x) the Offering Circular as amended and supplemented to each such time, including any amendment resulting from the incorporation by reference of documents filed by the Bank or SunTrust Banks, or (y) the Disclosure Package at the Applicable Time).

(b) Subsequent Delivery of Certificates. Each time that (i) the Offering Circular shall be amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates or other variable terms of Bank Notes), (ii) SunTrust Banks files its Form 10-K with the Commission, or within 30 days thereafter, (iii) (if required in connection with the purchase of Bank Notes by a Distribution Agent as principal) the Bank sells Bank Notes to such Distribution Agent as principal or (iv) the Bank issues and sells Bank Notes in a form not previously certified to the Distribution Agents by the Bank, the Bank shall furnish or cause to be furnished forthwith to the Distribution Agents certificates from the Bank and SunTrust Banks dated the date of such amendment or supplement, the date of such filing, or the Settlement Date, as the case may be, to the effect that the statements contained in the certificates which were last furnished to the Distribution Agents by the Bank and SunTrust Banks pursuant to

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Section 6(b) hereof are true and correct at the time of such amendment, supplement or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Offering Circular as amended and supplemented to such time, including any amendment resulting from incorporation by reference of documents filed by the Bank and SunTrust Banks) or, in lieu of such certificates, certificates of the same form as the certificates referred to in said Section 6(b), modified as necessary to relate to the Offering Circular as amended and supplemented to the time of delivery of such certificates.

(c) Subsequent Delivery of Legal Opinions. Each time that (i) the Offering Circular shall be amended or supplemented with respect to the Bank Notes (other than by an amendment or supplement (x) providing solely for a change in interest rates or other variable terms of the Bank Notes or similar changes, or (y) setting forth financial statements or other information as of and for a fiscal period (unless, in the reasonable judgment of the Distribution Agents, an opinion of counsel should be furnished in light of such an amendment)), (ii) SunTrust Banks files its Form 10-K with the Commission, or within 30 days thereafter, (iii) (if required in connection with the purchase of Bank Notes by a Distribution Agent as principal) the Bank sells Bank Notes to such agent as principal or (iv) the Bank issues and sells Bank Notes in a form not previously certified to the Distribution Agents by the Bank, the Bank shall furnish or cause to be furnished forthwith to the Distribution Agents, the Domestic Paying Agent and Domestic Registrar and their respective counsel, a letter from each counsel last furnishing an opinion referred to in Section 6(a)(i) hereof (or such other counsel as may be acceptable to the Distribution Agents) to the effect that the Distribution Agents may rely on such last opinion to the same extent as though it were dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Offering Circular as amended and supplemented to the time of delivery of such letter authorizing reliance) or in lieu of such letter, each such counsel (or such other counsel as may be acceptable to the Distribution Agents) may deliver a letter in the same form as its letter referred to in Section 6(a)(i) but modified, as necessary to relate to the Offering Circular as amended and supplemented to the time of delivery of such letter. With respect to this Section 8(c), the opinion referred to in Section 6(a)(ii) will also be furnished in the same manner contemplated above but only pursuant to Section 8(c)(iii) above.

Any legal opinion delivered pursuant to clause (iii) of this Section 8(c) shall also include the following statements (or shall be accompanied by a letter including such statements):

(A) No facts have come to such counsel’s attention that cause such counsel to believe that as of the Applicable Time, the Disclosure Package (except for the financial statements and related schedules and other financial and statistical data included or incorporated by reference therein or omitted therefrom, as to which such counsel need make no statement) included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of circumstances under which they were made, not misleading.

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(B) No facts have come to such counsel’s attention that cause such counsel to believe that as of the date of the Pricing Supplement or Final Terms, as the case may be, or the Settlement Date, the Offering Circular, together with the Pricing Supplement or Final Terms, as the case may be (except for the financial statements and related schedules and other financial and statistical data included or incorporated by reference therein or omitted therefrom, as to which such counsel need make no statement), included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of circumstances under which they were made, not misleading.

(d) Subsequent Delivery of Accountants’ Letters. Each time that (i) the Offering Circular shall be amended or supplemented with respect to the Bank Notes (other than by an amendment or supplement providing solely for a change in interest rates or other variable terms of the Bank Notes), (ii) if requested by the Distribution Agents, there is filed with the Commission any document incorporated by reference into the Offering Circular, but in any event, within 30 days of SunTrust Banks’ filing of its Form 10-K with the Commission, (iii) (if required in connection with the purchase of Bank Notes by a Distribution Agent as principal) the Bank sells Bank Notes to such agent as principal or (iv) (if required by a Distribution Agent) the Bank issues and sells Bank Notes in a form not previously certified to the Distribution Agents by the Bank, the Bank shall furnish or cause to be furnished forthwith to the Distribution Agents and the Distribution Agents’ counsel a letter from PricewaterhouseCoopers LLP (or any successor independent registered accounting firm of the Bank) reaffirming the statements made in its letter delivered pursuant to Section 6(d), or in lieu of such letter, PricewaterhouseCoopers LLP (or any successor independent registered accounting firm of the Bank) may deliver a letter in the same form as its letter referred to in Section 6(d) but modified as necessary to relate to the Offering Circular as amended and supplemented to the time of delivery of such letter.

(e) Listing. In connection with any application to list Bank Notes on the Irish Stock Exchange or any other Stock Exchange, the Bank will furnish from time to time any and all documents, instruments, information and undertakings and publish all advertisements or other material that may be necessary in order to effect such listing(s) and maintain such listing(s) until none of such Bank Notes is outstanding or until such time as payment in respect of principal, premium, if any, and interest in respect of all such Bank Notes has been duly provided for, whichever is earlier.

Notwithstanding the foregoing, the Bank shall have the right to procure the delisting of any Bank Notes listed and/or admitted to the Official List and/or to trading on the Irish Stock Exchange’s regulated market or such other Stock Exchange(s), if the Bank reasonably concludes after the date hereof that it is unduly burdensome to maintain such listing and/or admission to trading of such Bank Notes on the Irish Stock Exchange’s regulated market or such other Stock Exchange(s). The Bank may, but shall not be obliged to, seek an alternative listing for such Bank Notes.

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SECTION 9. Indemnification.

(a) Indemnification of Distribution Agents. The Bank agrees to indemnify and hold harmless each Distribution Agent, each person who controls any Distribution Agent and each affiliate of any Distribution Agent which assists such Distribution Agent in the distribution of the Bank Notes within the meaning of the 1933 Act or of the 1934 Act against any and all losses, claims, damages, expenses or liabilities, to which they or any of them may become subject under the 1933 Act or the 1934 Act or other Federal or state, or other, statutory law or regulation, at common law or otherwise, as incurred, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Offering Circular, the Disclosure Package or any Supplemental Offering Materials (including for purposes of this Section 9 all amendments and supplements thereto and any of the documents incorporated by reference therein), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them, as incurred, in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Bank will not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Bank by or on behalf of any Distribution Agent specifically for use in the Offering Circular, the Disclosure Package or any Supplemental Offering Materials. This indemnity agreement will be in addition to any liability which the Bank may otherwise have.

(b) Indemnification of the Bank. Each Distribution Agent severally agrees to indemnify and hold harmless the Bank and each person who controls the Bank within the meaning of the 1933 Act or of the 1934 Act to the same extent as the foregoing indemnity from the Bank to each Distribution Agent, but only with reference to written information furnished to the Bank by or on behalf of such Distribution Agent specifically for use in the Offering Circular, the Disclosure Package or any Supplemental Offering Materials. This indemnity agreement will be in addition to any liability which any Distribution Agent may otherwise have.

(c) Notification. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnity may be sought pursuant to either of the two preceding paragraphs, such person (the “Indemnified Person”) shall promptly notify the person against whom such indemnity may be sought (the “Indemnifying Person”) in writing, and the Indemnifying Person, upon request of the Indemnified Person, shall retain counsel

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reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Indemnifying Person may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary, (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person or (iii) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred. Any such separate firm for the Distribution Agents, each affiliate of any Distribution Agent which assists such Distribution Agent in the distribution of the Bank Notes and such control persons of the Distribution Agents shall be designated in writing by the Distribution Agents that are Indemnified Parties and any such separate firm for the Bank, its directors, its officers and such control persons of the Bank or authorized representatives shall be designated in writing by the Bank. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested an Indemnifying Person to reimburse the Indemnified Person for fees and expenses of counsel as contemplated by the third sentence of this paragraph, the Indemnifying Person agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such Indemnifying Person of the aforesaid request and (ii) such Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. No Indemnifying Person shall, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement (i) includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding and (ii) does not include a statement as to admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Person.

SECTION 10. Contribution.

If the indemnification provided for in paragraphs (a) or (b) of Section 9 is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein in connection with any offering of Bank Notes, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the

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amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Bank on the one hand and each Distribution Agent on the other from the offering of the Bank Notes to which such loss, claim, damage or liability relates or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Bank on the one hand and each Distribution Agent on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Bank on the one hand and each Distribution Agent on the other hand in connection with the offering of such Bank Notes shall be deemed to be in the same respective proportion as the net proceeds from the offering of such Bank Notes (before deducting expenses) received by the Bank and the total discounts and commissions received by each Distribution Agent in respect thereof bear to the aggregate offering price of such Bank Notes. The relative fault of the Bank on the one hand and of each Distribution Agent on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Bank or by such Distribution Agent and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or the omission or alleged omission.

The Bank and each Distribution Agent agrees that it would not be just and equitable if contribution pursuant to this Section 10 were determined by pro rata allocation (even if all Distribution Agents were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to above in this Section 10. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to above in Sections 9 and 10 shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with investigating or defending any such action or claim. Notwithstanding the provisions of Sections 9 and 10, in no event shall a Distribution Agent be required to contribute any amount in excess of the amount by which the total price at which the Bank Notes referred to in Section 10 that were sold by or through such Distribution Agent exceeds the amount of any damages that such Distribution Agent has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligation of each Distribution Agent to contribute pursuant to this Section 10 is several (in the proportion that the principal amount of the Bank Notes the sale of which by or through such Distribution Agent gave rise to such losses, claims, damages or liabilities bears to the aggregate principal amount of the Bank Notes the sale of which by or through any Distribution Agent gave rise to such losses, claims, damages or liabilities) and is not joint.

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SECTION 11. Representations, Warranties and Agreements to Survive Delivery.

All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Bank pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of the Distribution Agents or any controlling person of a Distribution Agent, or by or on behalf of the Bank, and shall survive each delivery of and payment for any of the Bank Notes.

SECTION 12. Termination.

(a) Termination of this Agreement. This Agreement (excluding any agreement hereunder by a Distribution Agent to purchase Bank Notes as principal) may be terminated for any reason, at any time by either the Bank or any of the Distribution Agents as to itself, immediately upon the giving of 30 days’ written notice of such termination to the other party hereto in accordance with the provisions of Section 13 hereof.

(b) Termination of an Agreement to Purchase Bank Notes as Principal. A Distribution Agent may terminate an agreement hereunder by such Distribution Agent to purchase Bank Notes as principal, immediately upon written notice to the Bank, at any time prior to the Settlement Date relating thereto (i) if there has been, since the date of such agreement or since the respective dates as of which information is given in the Offering Circular or the Disclosure Package, any material adverse change, or any development which could be expected to result in a material adverse change, in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Bank and its subsidiaries, or of SunTrust Banks and its subsidiaries, as the case may be, considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there shall have occurred any material adverse change in the financial markets in the United States or any outbreak or escalation of hostilities or other national or international calamity or crisis the effect of which is such as to make it, in the judgment of such Distribution Agent, impracticable to market the Bank Notes or enforce contracts for the sale of the Bank Notes, or (iii) there shall have occurred a change in international financial, political or economic conditions or currency exchange rates or exchange controls as would be likely to prejudice materially the sale by such Distribution Agent of the Bank Notes, or (iv) if trading in any securities of the Bank or SunTrust Banks shall have been suspended by the Commission or a national securities exchange, or if trading generally on any of the Irish Stock Exchange (or any other Stock Exchange or Regulated Market, if a Series of Bank Notes is then listed on such Stock Exchange or Regulated Market), the New York Stock Exchange or the Chicago Board of Trade shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, by any of said exchanges or by order of the Commission or any other governmental authority, or if a banking moratorium shall have been declared by either federal, New York State or Georgia authorities, as the case may be, or there shall have occurred a material disruption in commercial banking or securities clearance settlement services in the United States, or (v) if the rating assigned by any nationally recognized securities rating agency to any debt securities of the Bank or SunTrust Banks as of the date of any agreement by a Distribution Agent to purchase the Bank Notes as principal shall have been lowered since that date or if any such rating agency shall have publicly

26

announced that it has placed under surveillance or review, other than with positive implications, its rating of any debt securities or deposits of the Bank or SunTrust Banks, or (vi) if there shall have come to such Distribution Agent’s attention any facts that would cause such Distribution Agent to believe that (x) the Offering Circular or any amendments thereto or supplements thereof, at the time it was required to be delivered to a purchaser of Bank Notes, or (y) the Disclosure Package, at the Applicable Time or at the Settlement Date (excluding, for the purposes of this clause (y), any amendment or supplement to the Disclosure Package made after the Applicable Time, unless the Distribution Agents have agreed in writing to such amendment or supplement) contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time of such delivery, the Applicable Time or the Settlement Date, as the case may be, not misleading.

(c) General.

In the event of any such termination, none of the parties will have any liability to the other parties hereto, except that (i) the Distribution Agents shall be entitled to any commissions earned in accordance with the third paragraph of Section 3(b) hereof, (ii) if at the time of termination (a) a Distribution Agent shall own any Bank Notes purchased with the intention of reselling them or (b) an offer to purchase any of the Bank Notes has been accepted by the Bank but the time of delivery to the purchaser or his agent of the Bank Note or Bank Notes relating thereto has not occurred, the covenants set forth in Sections 4 and 8 hereof shall remain in effect until such Bank Notes are so resold or delivered, as the case may be, and (iii) the provisions of Section 5 hereof, the indemnity and contribution agreements set forth in Sections 9 and 10 hereof, and the provisions of Sections 11, 14 and 15 hereof shall remain in effect.

SECTION 13. Notices.

Unless otherwise provided herein, all notices required under the terms and provisions hereof shall be in writing, either delivered by hand, by mail or by telex, telecopier or telegram, and any such notice shall be effective when received at the address specified below.

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If to the Bank:

SunTrust Bank

303 Peachtree Street, N.E.

Atlanta, Georgia 30308

Mail Code: Georgia-Atlanta-0635

Attention: Treasurer

Telephone number: (404) 581-1281

Facsimile number: (404) 724-3749

, together with a copy to:

General Counsel

SunTrust Bank

303 Peachtree Street, N.E.

Atlanta, Georgia 30308

Mail Code: Georgia-Atlanta-0643

Facsimile Number: (404) 724-3550

If to SunTrust Banks:

SunTrust Banks, Inc.

303 Peachtree Street, N.E.

Atlanta, Georgia 30308

Mail Code: Georgia-Atlanta-0635

Attention: Treasurer

Telephone number: (404) 581-1281

Facsimile number: (404) 724-3749

, together with a copy to:

General Counsel

SunTrust Bank

303 Peachtree Street, N.E.

Atlanta, Georgia 30308

Mail Code: Georgia-Atlanta-0643

Facsimile Number: (404) 724-3550

If to the Distribution Agents, at the respective addresses specified in Schedule 1 hereto, or at such other address as such party may designate from time to time by notice duly given in accordance with the terms of this Section 13.

SECTION 14. Parties.

This Agreement shall inure to the benefit of and be binding upon the Distribution Agents, the Bank and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the parties hereto and their respective successors and the controlling persons and officers and directors

28

referred to in Sections 9 and 10 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein or therein contained. This Agreement and all conditions and provisions hereof and thereof are intended to be for the sole and exclusive benefit of the parties hereto and respective successors and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Bank Notes shall be deemed to be a successor by reason merely of such purchase.

SECTION 15. Governing Law.

This Agreement and all the rights and obligations of the parties shall be governed by and construed in accordance with the laws of New York applicable to agreements made and to be performed in such state without regard to its conflicts of laws principles. Any suit, action or proceeding brought by the Bank or SunTrust Banks in connection with or arising under this Agreement shall be brought solely in the state or federal court of appropriate jurisdiction located in the Borough of Manhattan, The City of New York.

SECTION 16. Default by One or More of the Distribution Agents Acting as Principal.

If one or more of the Distribution Agents acting as principal pursuant to Section 3(a) hereof shall fail at any Settlement Date to purchase the Bank Notes that it or they are obligated to purchase under the applicable Terms Agreement (the “Defaulted Notes”), then the non-defaulting Distribution Agent(s) acting as principal pursuant to such Terms Agreement shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Distribution Agents acting as principal pursuant to such Terms Agreement, or any other underwriters, to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms set forth herein and in such Terms Agreement; if, however, the non-defaulting Distribution Agents acting as principal pursuant to such Terms Agreement shall not have completed such arrangements within such 24-hour period, then:

(a) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of the Bank Notes to be purchased under the applicable Terms Agreement, each of the non-defaulting Distribution Agents acting as principal pursuant to such Terms Agreement shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their initial respective underwriting obligations under such Terms Agreement bear to the underwriting obligations of all non-defaulting Distribution Agents acting as principal pursuant to such Terms Agreement, or

(b) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of the Bank Notes to be purchased under the applicable Terms Agreement, such Terms Agreement shall terminate without liability on the part of any non-defaulting Distribution Agents acting as principal pursuant to such Terms Agreement.

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No action taken pursuant to this Section 16 shall relieve any defaulting Distribution Agents acting as principal under the applicable Terms Agreement from liability in respect of its default.

In the event of any such default that does not result in a termination of the applicable Terms Agreement, either the non-defaulting Distribution Agent(s) acting as principal pursuant to such Terms Agreement or the Bank shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in any documents or arrangements relating thereto.

SECTION 17. Certain Definitions.

(a) “Competent Authority” has the meaning given to such term in the Prospectus Directive.

(b) “European Economic Area” means each European Union member state, Iceland, Liechtenstein and Norway.

(c) “Filed Prospectus” means the prospectus relating to the Notes prepared in connection with the Program, filed with the Financial Regulator and approved by the Financial Regulator as a base Prospectus, including the documents appended thereto, as amended or supplemented from time to time.

(d) “Financial Regulator” means the Irish Financial Services Regulatory Authority, a constituent part of the Central Bank and Financial Services Authority of Ireland.

(e) “Irish Regulations” means the Irish Prospectus (Directive 2003/71/EC) Regulations 2005.

(f) “Irish Stock Exchange” means the Irish Stock Exchange Limited or any other body to which its functions may be transferred.

(g) The expression an “offer of Bank Notes to the public” in relation to any Bank Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Bank Notes to be offered so as to enable an investor to decide to purchase or subscribe the Bank Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” for the purpose of this Section 17(d) means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

(h) “Official List” means the Official List of the Irish Stock Exchange.

(i) “Prospectus” means a prospectus prepared in connection with the Program and, in relation to a particular Tranche of Notes that are subject to the requirements of the Prospectus Directive, that constitutes a valid prospectus published in accordance with the requirements of the Prospectus Directive.

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(j) “Prospectus Directive” means Directive 2003/71/EC of the European Parliament and of the Council of November 4, 2003.

(k) “Regulated Market” means a market as defined by Article 1(13) of Directive 93/22/EEC of May 10, 1993.

(l) “Relevant Member State” means each Member State of the European Economic Area that has implemented the Prospectus Directive.

(m) “Series” means all Bank Notes that are denominated in the same currency and that have the same maturity date, interest payment basis and interest payment dates, if any, and the terms of which, except for the original issue date and/or the issue price, are otherwise identical, including whether the Bank Notes are listed, quoted and/or traded on or by a particular Stock Exchange, listing authority and/or quotation system.

(n) “Stock Exchange(s)” means the Irish Stock Exchange and/or any other or further stock exchange(s), competent listing authority(ies) and/or market(s) on or by which any Bank Notes may from time to time be listed and/or admitted to trading at the request of the Bank and references in this Agreement to the “relevant Stock Exchange” shall, in relation to any Bank Notes, be references to the Stock Exchange on or by which such Bank Notes are from time to time, or will be, listed and/or admitted to trading.

(o) “Tranche” means all Bank Notes of the same Series with the same original issue date and the same issue price.

SECTION 18. Counterparts.

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

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If the foregoing is in accordance with the your understanding of our agreement, please sign and return to the Bank a counterpart hereof, whereupon this instrument along with all counterparts will become a binding agreement between each of the Distribution Agents and the Bank in accordance with its terms.

Very truly yours, SUNTRUST BANK
By:	/s/ Jerome Lienhard
	Name:	Jerome Lienhard
	Title:	Senior Vice President and Treasurer

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CONFIRMED AND ACCEPTED, as of the date first above written:
Distribution Agents
BARCLAYS CAPITAL INC.
By:	/s/ Pamela Kendall
	Name:	Pamela Kendall
	Title:	Director
BARCLAYS BANK PLC
By:	/s/ Kate Craven
	Name:	Kate Craven
	Title:	Director
BNP PARIBAS
By:	/s/ LBM Foster
	Name:	LBM Foster
	Title:	Duly Authorized Attorney
By:	/s/ Anna Davies
	Name:	Anna Davies
	Title:	Duly Authorized Attorney
CITIGROUP GLOBAL MARKETS INC.
By:	/s/ Brian Bednarski
	Name:	Brian Bednarski
	Title:	Director
CITIGROUP GLOBAL MARKETS LIMITED
By:	/s/ Guy Luscomb
	Name:	Guy Luscomb
	Title:	Duly Authorized Attorney
CREDIT SUISSE SECURITIES (USA) LLC
By:	/s/ Helena Willner
	Name:	Helena Willner
	Title:	Director

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CREDIT SUISSE SECURITIES (EUROPE) LIMITED
By:	/s/ Eva Kysely
	Name:	Eva Kysely
	Title:	Assistant Vice President
DEUTSCHE BANK SECURITIES INC.
By:	/s/ Nigel W.H. Cree
	Name:	Nigel W.H. Cree
	Title:	Managing Director
By:	/s/ Christine Juhasz
	Name:	Christine Juhasz
	Title:	Director
DEUTSCHE BANK AG, LONDON BRANCH
By:	/s/ Jessica Parkinson
	Name:	Jessica Parkinson
	Title:	Vice President and Legal Counsel
By:	/s/ Ian Wheeler
	Name:	Ian Wheeler
	Title:	Vice President
GOLDMAN, SACHS & CO.
/s/ Goldman, Sachs & Co.
	(Goldman, Sachs & Co.)
GOLDMAN SACHS INTERNATIONAL
By:	/s/ Dan Russell
	Name:	Dan Russell
	Title:	Attorney-in-Fact
J.P. MORGAN SECURITIES INC.
By:	/s/ Jose C. Padilla
	Name:	Jose C. Padilla
	Title:	Vice President
J.P. MORGAN SECURITIES LTD.
By:	/s/ Roberto B. Sileo
	Name:	Roberto B. Sileo
	Title:	Vice President

34

LEHMAN BROTHERS INC.
By:	/s/ Martin Goldberg
	Name:	Martin Goldberg
	Title:	Senior Vice President
LEHMAN BROTHERS INTERNATIONAL (EUROPE)
By:	/s/ Sarah McMorrow
	Name:	Sarah McMorrow
	Title:	Authorized Signatory
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By:	/s/ Scott Primrose
	Name:	Scott Primrose
	Title:	Authorized Signatory
MERRILL LYNCH INTERNATIONAL
By:	/s/ G. Malpass Durkee
	Name:	G. Malpass Durkee
	Title:	Managing Director
MORGAN STANLEY & CO. INCORPORATED
By:	/s/ Michael Fusco
	Name:	Michael Fusco
	Title:	Executive Director
MORGAN STANLEY & CO. INTERNATIONAL LIMITED
By:	/s/ James Walter
	Name:	James Walter
	Title:	Executive Director
SUNTRUST CAPITAL MARKETS, INC.
By:	/s/ John Gregg
	Name:	John Gregg
	Title:	Managing Director

35

UBS SECURITIES LLC
By:	/s/ Michael Ravanes
	Name:	Michael Ravanes
	Title:	Director
By:	/s/ Scott Yeager
	Name:	Scott Yeager
	Title:	Managing Director
UBS LIMITED
By:	/s/ Nicholas Lewis
	Name:	Nicholas Lewis
	Title:	Director
By:	/s/ Sean Pepper
	Name:	Sean Pepper
	Title:	Associate Director

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SCHEDULE 1

BARCLAYS CAPITAL INC. Barclays Capital Inc. 200 Park Avenue New York, New York 10166	Address for Notices: Barclays Capital Inc. 200 Park Avenue New York, New York 10166 MTN Trading Facsimile: (212) 412-7305
BARCLAYS BANK PLC 5 The North Colonnade Canary Wharf, London E14 4BB United Kingdom	Address for notices: Barclays Bank PLC 5 The North Colonnade Canary Wharf, London E14 4BB United Kingdom Attn: MTN Dealers Facsimile: 011-44-207-773-4876
BNP PARIBAS	Address for notices: BNP Paribas MTN Desk Fixed Income 10 Harewood Avenue London NW1 6AA United Kingdom Telephone: 011-44-207-595-2000 Facsimile: 011-44-207-595-2555
CITIGROUP GLOBAL MARKETS INC. 388 Greenwich Street New York, New York 10013	Address for notices: 388 Greenwich Street New York, New York 10013 Attn: Transaction Execution Group Telephone: 212-816-1135 Facsimile: 646-291-5209
CITIGROUP GLOBAL MARKETS LIMITED Citigroup Center Trading Floor 2 33 Canada Square London E14 5LB United Kingdom	Address for notices: Citigroup Center Trading Floor 2 33 Canada Square London E14 5LB United Kingdom Attention: Medium-Term Note Department

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CREDIT SUISSE SECURITIES (USA) LLC 11 Madison Avenue New York, New York 10010	Address for notices: 11 Madison Avenue New York, New York 10010 Attn: Transaction Management Group Telephone: (212) 325-7198 Facsimile: (212) 743-5825
CREDIT SUISSE SECURITIES (EUROPE) LIMITED One Cabot Square London E14 4QJ United Kingdom	Address for notices: One Cabot Square London E14 4QJ United Kingdom Attn: MTN Trading Desk Telephone: 0207-888-4021 Facsimile: 0207-888-3719
DEUTSCHE BANK SECURITIES INC. 60 Wall Street New York, New York 10005	Address for notices: Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 Attn: Debt Capital Markets Syndicate Desk Telephone: 212-250-6801 Facsimile: 212-797-2202
DEUTSCHE BANK AG, LONDON BRANCH Winchester House 1 Great Winchester Street London EC2N 2DB	Address for notices: Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB Attn: MTN Desk Telephone: 44-207-545-2791 Facsimile: 44-113-336-1453
GOLDMAN, SACHS & CO. 85 Broad Street New York, New York 10004	Address for notices: 85 Broad Street New York, NY 10004 Attention: MTN Trading - Ben Smilchensky Telephone: (212) 902-1482 Facsimile: (212) 902-0658
GOLDMAN SACHS INTERNATIONAL Peterborough Court 133 Fleet Street London EC4A 2BB	Address for notices: Peterborough Court 133 Fleet Street Attention: Euro Medium Term Note Desk Telephone: 44-207-774-1000 Facsimile: 44-207-774-5711

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J.P. MORGAN SECURITIES INC. 270 Park Avenue New York, New York 10017	Address for notices: 270 Park Avenue New York, New York 10017 Attention: Medium Term Note Desk – 8th Floor Telephone: (212) 834-4533 Facsimile: (212) 834-6081
J.P. MORGAN SECURITIES LTD. 125 London Wall London, EC2Y 5AJ United Kingdom	Address for notices: 125 London Wall London, EC2Y 5AJ United Kingdom Attention: Euro Medium Term Note Desk Telephone: 011-44-20-7779-3469 Facsimile: 011-44-20-7777-9153
LEHMAN BROTHERS INC. 745 Seventh Avenue New York, New York 10019	Address for notices: 745 Seventh Avenue New York, New York 10019 Attention: Fixed Income Syndicate/                    Medium Term Note Desk Telephone: (212) 526-9664 Facsimile: (212) 526-0943
LEHMAN BROTHERS INTERNATIONAL (EUROPE) 25 Bank Street Canary Wharf London E14 5LE	Address for notices: 25 Bank Street Canary Wharf London E14 5LE Attention: European Medium Term Notes                    and Money Markets Telephone: 44-207-103-8660 Facsimile: 44-207-067-9474
MERRILL LYNCH, PIERCE, FENNER & SMITH                         INCORPORATED 4 World Financial Center New York, New York 10080	Address for notices: Merrill Lynch, Pierce, Fenner & Smith                         Incorporated 4 World Financial Center New York, New York 10080 Attn: Global Transaction Management Group Facsimile: 212-449-2234

1-3

MERRILL LYNCH INTERNATIONAL Merrill Lynch Financial Centre 2 King Edward Street London EC1A 1HQ United Kingdom	Address for notices: Merrill Lynch Financial Centre 2 King Edward Street London EC1A 1HQ United Kingdom Telephone: +44 (0) 20 7995 3995 Fax: +44 (0) 20 7995 2968 Attention: [                    ]
MORGAN STANLEY & CO. INCORPORATED 1585 Broadway, 2nd Floor New York, New York 10036	Address for notices: 1585 Broadway, 4th Floor New York, New York 10036 Attn: Manager-Continuously Offered Products Telephone: (212) 761-2825 Facsimile: (212) 507-2409 with a copy to: Morgan Stanley & Co. Incorporated 1585 Broadway 29th Floor New York, NY 10036 Attn: Investment Banking Information Center Telephone: (212) 761-7830 Facsimile: (212) 507-2705
MORGAN STANLEY & CO. INTERNATIONAL LIMITED 25 Cabot Square Canary Wharf London E14 4QA England	Address for notices: 25 Cabot Square Canary Wharf London E14 4QA England Attn: Global Capital Markets, Head of Transaction Management Group Telephone: 44-207-677-7799 Facsimile: 44-207-677-7999
SUNTRUST CAPITAL MARKETS, INC. 303 Peachtree Street 23rd Floor; Mail Code 3935 Atlanta, Georgia 30308	Address for notices: 303 Peachtree Street 23rd Floor; Mail Code 3935 Atlanta, Georgia 30308 Attention: Betsy Blunt Brown Telephone: (404) 532-0771 Facsimile: (404) 558-7005

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UBS SECURITIES LLC 677 Washington Blvd. Stamford, Connecticut 06901	Address for notices: 677 Washington Blvd. Stamford, Connecticut 06901 Attention:    Fixed Income Syndicate Telephone:   (203) 719-1088 Facsimile:     (203) 719-0495
UBS LIMITED 100 Liverpool Street London, EC2M 2RH	Address for notices: 100 Liverpool Street London, EC2M 2RH United Kingdom Attention:     MTNs and Private Placements Telephone:   44-207-567-2479 Facsimile:     44-207-568-3349

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EXHIBIT A

FORM OF PRICING SUPPLEMENT

The Pricing Supplement applicable to each Tranche of Notes will be in the following form and will contain such information as is applicable in respect of such Notes:

PRICING SUPPLEMENT DATED [                ]

(to Offering Circular dated November 21, 2006)

SunTrust Bank

(a Bank organized pursuant to the laws of the State of Georgia)

Global Bank Notes

Issue of [Aggregate Principal Amount of Tranche][Title of Notes]

UNDER THE U.S.$20,000,000,000 GLOBAL BANK NOTE PROGRAM

This document constitutes the Pricing Supplement relating to the issue of Notes described herein. Terms used herein shall be deemed to be defined as such for the purposes of the conditions set forth in the Offering Circular dated November 21, 2006. This Pricing Supplement is supplemental to and must be read in conjunction with such Offering Circular.

[If the Notes have a maturity of less than one year, the minimum denomination may need to be £100,000 or its equivalent in any other Specified Currency.]

[Include whichever of the following apply or specify as “Not Applicable” (N/A). Note that the numbering should remain as set out below, even if “Not Applicable” is indicated for individual paragraphs or sub-paragraphs.]

1.	Issuer:	SunTrust Bank
2.	[(i)]  Series Number:	[         ]
	[(ii)] Tranche Number:	[         ]
		(If fungible with an existing Series, details of that Series, including the date on which the Notes become fungible and the aggregate principal amount of the Series)
3.	Specified Currency or Currencies (in the case of Dual Currency Notes):	[         ]

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4.	Aggregate Principal Amount:	[         ]
	[(i)] Series:	[         ]
	[(ii)] Tranche:	[         ]
5.	[(i)] Original Issue Date [and Interest Commencement Date]:	[         ]
	[(ii)] Interest Commencement Date (if different from the Original Issue Date):	[         ]
6.	Stated Maturity Date:	[Specify date or (for floating rate notes) Interest Payment Date falling in or nearest to the relevant month and year]
7.	Status of the Notes:	[Senior Bank Note] [Subordinated Bank Note]
8.	Interest Basis:	[[         ] per cent. Fixed Rate] [[         ] Month [LIBOR/EURIBOR/Other]+/- [[         ] per cent. Floating Rate] [Zero Coupon] [Indexed] [Dual Currency] [Other (specify)] (further particulars specified below)
9.	Redemption/Payment Basis:	[Redemption at par] [Indexed] [Dual Currency] [Partly Paid] [Installment] [Other (specify)]
10.	Change of Interest or Redemption/Payment Basis:	[Specify details of any provision for change in interest/payment basis]
11.	Redeemable at option of Issuer/Holder:	[Redemption at the option of the Issuer] [Redemption at the option of the Holder] (further particulars specified below)
12.	[(i)] Issue Price:	[         ] per cent. of the aggregate principal amount of the Notes [plus accrued interest from [insert date]]

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	[(ii)] Net proceeds:	(in the case of fungible issues only, if applicable)
13.	Default Rate (if other than Interest Rate):	[         ]
14.	Authorized Denominations (for registered global notes, if other than a minimum principal amount of U.S.$100,000 and integral multiples of U.S.$1,000 in excess thereof):	[         ]
15.	Listing:	[(specify)/None]
16.	Method of distribution:	[Syndicated/Non-syndicated]
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
17.	Fixed Rate Note Provisions:	[Applicable/Not Applicable] (If not applicable, delete the remaining sub-paragraphs of this paragraph)
	(i) Interest Rate(s):	[         ] per cent. per annum [payable [annually/semiannually/ quarterly/monthly] [other] in arrears] [payable at maturity]
	(ii) Interest Payment Date(s):	[         ] in each year, up to [but excluding]the Stated Maturity Date]/[specify other] (NB: This will need to be amended in the case of long or short Coupons)
	(iii) Interest amount(s):	[         ] per [  ] in principal amount
	(iv) Day Count Convention:	[30/360] [Actual/360] [Actual/Actual (ISMA)] [Other (specify convention and applicable period)]
	(v) Interest Determination Date(s):	[         ] in each year [Insert interest payment dates except where there are long or short periods. In these cases, insert regular interest payment dates] (NB: only relevant where Day Count Convention is Actual/Actual (ISMA))
	(vi) Other terms relating to the method of calculating interest for Fixed Rate Notes:	[None/(give details)]
18.	Floating Rate Note Provisions:	[Applicable/Not Applicable] (If not applicable, delete the remaining sub-paragraphs of this paragraph)
	(i) Interest Payment Dates:	[         ]

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(ii) Business Day Convention:	[Floating Rate Convention/Following Business Day Convention/Modified Following Business Day Convention/Preceding Business Day Convention/other (give details)]
(iii) Minimum Interest Rate:	[         ] per cent. per annum
(iv) Maximum Interest Rate:	[         ] per cent. per annum
(v) Day Count Convention:	30/360 Actual/360 Actual/Actual Other (specify convention and applicable period)
(vi) Manner in which the Interest Rate(s) and Interest Amount is/are to be determined:	[Reference Rate Determination/ISDA Rate/other (give details)]
(vii) Party responsible for calculating the Interest Rate(s) (if not the Calculation Agent):	[         ]
(viii) Reference Rate Determination:
—Initial Interest Rate:	[         ]
—Index Maturity:	[         ]
—Interest Rate Basis/Bases:	[LIBOR (specify applicable LIBOR screen)/ EURIBOR/CMT Rate/CD Rate/Commercial Paper Rate/Federal Funds Rate/Prime Rate/Treasury Rate/Other] (in the case of Federal Funds Rate, specify whether Effective Rate, Open Rate or Target Rate) (additional information is required if other — including fallback provisions)
—Interest Determination Date(s):	[         ]
—Relevant Screen Page:	[         ]
	(In the case of CMT Rate, specify CMT Moneyline Telerate Page and CMT Index Maturity) (In the case of LIBOR, specify whether LIBOR Moneyline Telerate or LIBOR Reuters) (In the case of EURIBOR, if not Moneyline Telerate 248 ensure it is a page which shows a composite rate or amend the fallback provisions appropriately)
—Designated LIBOR Currency:	[         ]
—Spread:	[+/-%]
—Spread Multiplier:	[         ]
—Initial Interest Reset Date:	[         ]

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	—Interest Reset Period:	[         ]
	—Interest Reset Dates:	[         ]
	—Interest Calculation:	[Regular Floating Rate Note][Floating Rate/Fixed Rate Note (specify Fixed Rate Commencement Date and Fixed Interest Rate)] [Inverse Floating Rate Note (specify Fixed Interest Rate)]
(ix)	ISDA Rate:
	—Margin(s):	[+/-] [ ] per cent. per annum
	—Floating Rate Option:	[         ]
	—Designated Maturity:	[         ]
	—Reset Date:	[         ]
19.	Discount Note (including Zero Coupon Note) Provisions:	[Applicable/Not Applicable] (If not applicable, delete the remaining sub-paragraphs of this paragraph)
	(i) Total Amount of OID: (ii) Yield to Maturity: (iii) Initial Accrual Period: (iv) Issue Price:	[         ] [         ] [         ] [         ]
20.	Index/Formula Linked Interest Note Provisions:	[Applicable/Not Applicable] (If not applicable, delete the remaining sub-paragraphs of this paragraph)
	(i) Index/Formula: (ii) Agent, if any, responsible for calculating the principal and/or interest due: (iii) Provisions for determining Coupon where calculation by reference to Index and/or Formula is impossible or impracticable:	[give or annex details] [         ] [         ]
21.	Dual Currency Note Provisions:	[Applicable/Not Applicable] (If not applicable, delete the remaining sub-paragraphs of this paragraph)
	(i) Face Amount: (ii) Face Amount Currency: (iii) Optional Payment Currency: (iv) Designated Exchange Rate: (v) Option Election Dates: (vi) Option Value Calculation Agent: (vii) Agent, if any, responsible for calculating the principal and/or interest payable:	[         ] [         ] [         ] [         ] [         ] [         ] [         ]

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PROVISIONS RELATING TO REDEMPTION
21.	Redeemable at option of Issuer:	[Applicable/Not Applicable] (If not applicable, delete the remaining sub-paragraphs of this paragraph)
	(i) Initial Redemption Date: (ii) Initial Redemption Percentage: (iii) Annual Redemption Percentage Reduction:	[         ] [         ] [         ]
23.	Repayable at option of Holders:	[Applicable/Not Applicable]
	Holders’ Optional Repayment Date(s):	[         ]
GENERAL PROVISIONS APPLICABLE TO THE NOTES
24.	Form of Notes: (i) Bearer Notes:	[Temporary Registered Global Note exchangeable for a Permanent Registered Global Note which is exchangeable for Definitive Notes only upon the occurrence of a Definitive Exchange Event] [Temporary Bearer Global Note exchangeable for a Permanent Bearer Global Note which is exchangeable for Definitive Bearer Notes [on 60 days’ notice]]
	(ii) Registered Notes: —Registrar: —Transfer Agent: —Record Dates:	[         ] [         ] [         ] [         ]
25.	Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences (if any) of failure to pay, including the right of the Issuer to forfeit the Notes and interest due on late payment:	[Not Applicable/give details]
26.	Installment Notes: (i) Installment amount(s): (ii) Installment date(s):	[Not Applicable/give details] [Not Applicable/give details]
27.	Other terms or specified conditions:	[Not Applicable/give details]

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28.	Talons for future Coupons or Receipts to be attached to Definitive Bearer Notes (and dates on which such Talons mature):	[Not Applicable give details]
29.	Details of any additional or different Paying Agents, Registrars, London Issuing Agents, Transfer Agents:	[Not Applicable/give details)]
DISTRIBUTION
30.	(i) If syndicated, names of Distribution Agents: (ii) Stabilization Manager (if any):	[Not Applicable/give details] [Not Applicable/give details] The Stabilization Manager or any other person acting for the Stabilization Manager may over-allot or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail for a limited period. There may be no obligation on the Stabilization Manager or any agent of the Stabilization Manager to engage in such stabilization. Such transactions, if commenced, may be discontinued at any time and must be terminated after a limited period. Such transactions, if any, must comply with all applicable laws, regulations and rules.
31.	If non-syndicated, name of Distribution Agent:	[Not Applicable/give names]
32.	Additional selling restrictions:	[Not Applicable/give details]
OPERATIONAL INFORMATION
33.	CUSIP Code:	[         ]
34.	ISIN Code:	[         ]
35.	Common Code:	[         ]

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36.	Clearing System(s):	[DTC only] [Euroclear and Clearstream, Luxembourg only] [DTC, Euroclear and Clearstream, Luxembourg through DTC] [DTC, Euroclear and Clearstream, Luxembourg] [Other (specify)]
37.	Delivery:	Delivery [against/free of] payment
38.	Redenomination applicable:	Redenomination [not] applicable (If Redenomination is applicable, any provisions necessary to deal with floating rate interest calculation (including alternative reference rates))
39.	“Business Day” definition (if other than as defined in the Offering Circular):	[         ]
40.	Governing Law:	New York and applicable U.S. federal laws and regulations

[LISTING APPLICATION

This Pricing Supplement comprises the details required to list the issue of Notes described herein pursuant to the U.S.$20,000,000,000 Global Bank Note Program of SunTrust Bank.]

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in this Pricing Supplement.

Signed on behalf of the Issuer:
By:
	Duly Authorized

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EXHIBIT B

[Date]

[FORM OF OPINION OF COUNSEL TO THE BANK AND SUNTRUST BANKS]

To the DISTRIBUTION AGENTS, as set forth in Schedule I hereto

Deutsche Bank Trust Company Americas

Trust & Securities Services

60 Wall Street-27^th Floor

New York, New York 10005

Ladies and Gentlemen:

I am the General Counsel of SunTrust Banks, Inc. (“SunTrust Banks”) and SunTrust Bank (the “Bank”) and, together with other attorneys under my supervision have acted as counsel to the Bank and SunTrust Banks, in connection with the execution today (i) by you and the Bank of the Amended and Restated Distribution Agreement dated November 21, 2006 (the “Distribution Agreement”), (ii) by SunTrust Banks of the Representations Certificate pursuant to Section 6(c) of the Distribution Agreement dated November 21, 2006 (the “Representations Certificate”), (iii) by the Bank and Deutsche Bank Trust Company Americas, Deutsche Bank AG, London Branch and Deutsche International Corporate Services (Ireland) Limited (together, the “Paying Agents”) of the Amended and Restated Global Agency Agreement dated November 21, 2006 (the “Global Agency Agreement”), the Amended and Restated Interest Calculation Agreement dated November 21, 2006 between the Bank and Deutsche Bank Trust Company Americas (the “Interest Calculation Agreement”), the Exchange Rate Agency Agreement dated November 21, 2006 between the Bank and Deutsche Bank AG, London Branch (the “Exchange Rate Agency Agreement), and the Bringdown Short-Term and Medium-Term Letters of Representations (the “Letters of Representations”) by and among the Bank, Deutsche Bank Trust Company Americas and The Depository Trust Company, relating to the issuance and sale by the Bank of its (i) senior bank notes (the “Senior Notes”) and (ii) subordinated bank notes (the “Subordinated Notes” and together with the Senior Notes, the “Bank Notes”). The Bank Notes have maturities of 7 days to 30 years or more from date of issue. This opinion letter is furnished pursuant to Section 6(a)(i) of the Distribution Agreement. Capitalized terms used herein and not otherwise defined have the meanings set forth in the Distribution Agreement.

In arriving at the opinions expressed below, I have examined and relied on the following documents:

(a) an executed copy of the Distribution Agreement, the Representations Certificate, the Global Agency Agreement, the Exchange Rate Agency Agreement, the Interest Calculation Agreement;

(b) the Offering Circular;

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(c) specimens of the Bank Notes; and

(d) the documents delivered to you by the Bank and SunTrust Banks at the closing pursuant to the Distribution Agreement.

In addition, I have examined and relied on the originals or copies certified or otherwise identified to my satisfaction of all such corporate records of the Bank and SunTrust Banks and such other instruments and other certificates of public officials, officers and representatives of the Bank and SunTrust Banks and such other persons, and I have made such investigations of law, as I have deemed appropriate as a basis for the opinions expressed below. In rendering the opinions expressed below, I have assumed and have not verified that the signatures on all documents that I have examined are genuine, that all copies of documents that I have examined conform to the originals thereof, and that the Bank Notes conform to the specimen thereof that I have examined.

Based on the foregoing, it is my opinion that:

1. The Bank is a banking corporation validly existing and in good standing under the laws of the State of Georgia. SunTrust Banks is a corporation validly existing and in good standing under the laws of the State of Georgia and is licensed, registered or qualified to conduct the business in which it is engaged in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such license, registration or qualification, except to the extent that the failure to be so licensed, registered or qualified or to be in good standing would not have a material adverse effect on the Bank and its subsidiaries taken as a whole. The Bank is a wholly-owned indirect subsidiary of SunTrust Banks, which has securities registered under the 1934 Act.

2. The Distribution Agreement, the Global Agency Agreement, the Interest Calculation Agreement, the Exchange Rate Agency Agreement and the Letters of Representations have been duly authorized, executed and delivered by the Bank and, assuming due authorization, execution and delivery by all parties thereto other than the Bank, are legal, valid, binding and enforceable agreements of the Bank, subject to applicable bankruptcy, liquidation, insolvency, fraudulent transfer, reorganization, moratorium, conservatorship, receivership, and similar laws of general applicability relating to, or affecting, creditors’ rights and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

3. The Representations Certificate has been duly authorized, executed and delivered by a duly authorized officer of SunTrust Banks and, assuming due authorization, execution and delivery of the Distribution Agreement, the Global Agency Agreement, the Interest Calculation Agreement and the Exchange Rate Agency Agreement by all parties thereto other than the Bank, is a legal, valid, binding and enforceable agreement of SunTrust Banks, subject to applicable bankruptcy, liquidation, insolvency, fraudulent transfer, reorganization, moratorium, conservatorship, receivership and similar laws of general

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applicability relating to, or affecting, creditors’ rights and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

4. The Bank Notes have been duly authorized for issuance and sale pursuant to the Distribution Agreement and, when issued and authenticated against payment of the consideration therefor, the Bank Notes will be legal, valid, binding and enforceable obligations of the Bank, subject to applicable bankruptcy, liquidation, insolvency, fraudulent transfer, reorganization, moratorium, conservatorship, receivership, and similar laws of general applicability relating to, or affecting creditors rights and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

5. The execution, issuance and delivery by the Bank of the Bank Notes, the execution, delivery and performance by the Bank of the Distribution Agreement, the Global Agency Agreement, the Interest Calculation Agreement, the Exchange Rate Agency Agreement, the Letters of Representations and any agreement by an agent party to the Distribution Agreement to purchase the Bank Notes as principal, and the execution, delivery and performance by SunTrust Banks of the Representations Certificate, do not violate any law, rule, regulation, order, judgment or decree applicable to SunTrust Banks or its subsidiaries or the Bank or its subsidiaries (including without limitation, Sections 7-1-291 and 7-1-419 of the Official Code of Georgia), if any, or violate any provision of any of the Bank’s or SunTrust Banks’ Charter, Bylaws, or Articles of Incorporation, as the case may be, or conflict with or result in a material breach of or constitute a material default under, or result in the creation or imposition of any material lien, charge or encumbrance upon any property or assets of SunTrust Banks or its subsidiaries or the Bank or its subsidiaries, if any, pursuant to any contract, indenture, mortgage, loan agreement, note, lease or other instrument known to me to which SunTrust Banks or any of its subsidiaries or the Bank or any of its subsidiaries, if any, or the property of any of them, is bound or subject.

6. The Bank Notes are exempt from registration under the 1933 Act pursuant to Section 3(a)(2) thereof. Qualification of an indenture under the Trust Indenture Act of 1939, as amended, is not required in connection with the offer, sale, issuance or delivery of the Bank Notes pursuant to the Distribution Agreement or any applicable agreement by an agent party to the Distribution Agreement to purchase the Bank Notes as principal.

7. The Bank is not required to register under the provisions of the Investment Company Act.

8. No consent, approval or authorization of or filing with any Federal or Georgia governmental body or agency is required for the performance by the Bank of its obligations under the Distribution Agreement, the Global Agency Agreement, the Interest Calculation Agreement, the Exchange Rate Agency Agreement, and any applicable agreement by an agent party to the

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Distribution Agreement to purchase the Bank Notes as principal or the Bank Notes, except (A) such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Bank Notes and (B) with respect to Subordinated Notes, such approvals of the Georgia Department of Banking and Finance as are required by Section 7-1-419 of the Official Code of Georgia, which approvals have been obtained.

9. The Bank Notes conform in all material respects to the description thereof contained in the Offering Circular under the caption “Description of Notes” and in the Disclosure Package.

10. The Senior Notes are unsecured and unsubordinated debt obligations of the Bank, and rank pari passu among themselves and with all other unsecured and unsubordinated debt obligations of the Bank except, (A) pursuant to Section 11(d)(11) of the Federal Deposit Insurance Act, the Bank’s unsecured deposit obligations and (B) pursuant to Section 7-1-202 of the Official Code of Georgia, the Bank’s deposit obligations. The Subordinated Notes are unsecured and subordinated debt obligations of the Bank, rank pari passu among themselves, and are subordinate and junior in right of payment to the Bank’s obligations to its depositors and general creditors, other than obligations which, by their express terms, rank on a parity with or junior to the Subordinated Notes.

11. Except as may be set forth in the Offering Circular and the Disclosure Package, there is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or, to my knowledge, threatened against or affecting, SunTrust Banks or any of its subsidiaries or the Bank and its subsidiaries, if any, which is reasonably likely to be determined against such party, and, if determined adversely to SunTrust Banks or any of its subsidiaries or the Bank or any of its subsidiaries, as the case may be, could reasonably be expected to result in any material adverse change in the financial condition, or in the earnings or business affairs, of SunTrust Banks and its subsidiaries, taken as a whole, or the Bank and its subsidiaries, taken as a whole, or could reasonably be expected to materially and adversely affect the consummation of the Distribution Agreement, the Global Agency Agreement, the Interest Calculation Agreement, the Exchange Rate Agency Agreement or the Bank Notes or any transaction contemplated thereby.

To my knowledge and except as may be set forth in the Offering Circular and the Disclosure Package, none of the Bank nor any of its subsidiaries is a party to or otherwise subject to any consent decree, memorandum of understanding, written commitment or other supervisory agreement with any Banking Regulator or any other federal or state agency or authority.

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Because the primary purpose of my role in the transaction was not to establish or confirm factual matters or financial, accounting or statistical matters and because of the wholly or partially non-legal character of many of the statements contained in the Offering Circular, I am not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Offering Circular and I make no representation that I have independently verified the accuracy, completeness or fairness of such statements. Without limiting the foregoing, I assume no responsibility for, and have not independently verified, the accuracy, completeness or fairness of the financial statements and schedules and other financial and statistical data included in the Offering Circular, and I have not examined the accounting, financial or statistical records from which such financial statements, schedules and data are derived. I note that, while certain portions of the Offering Circular (including financial statements and schedules) have been included therein on the authority of “experts” within the meaning of the 1933 Act, as amended, I am not such an expert with respect to any portion of the Offering Circular, including without limitation such financial statements or schedules or the other financial or statistical data included therein.

I advise you that no information has come to my attention that causes me to believe that the Offering Circular (other than the financial statements and schedules and other financial and statistical data included therein, as to which I express no view) as of the date thereof or hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

I express no opinion other than as to the federal law of the United States of America and the laws of the State of Georgia. For purposes of the opinions expressed in paragraphs 2, 3 and 4 above, I have assumed, without any independent investigation, that the laws of the State of New York are identical in all relevant respects to the laws of the State of Georgia.

I am furnishing this opinion letter to you solely for your benefit. This opinion letter is not to be used, circulated, quoted or otherwise referred to for any other purpose, except that Sidley Austin LLP may rely upon this opinion letter to the same extent as if it were addressed to it for purposes of rendering its opinion to you on the date hereof.

Very truly yours,

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EXHIBIT C

SUNTRUST BANK

OFFICERS’ CERTIFICATE

We, [Officers’ Names], [Officers’ Titles], respectively, of SunTrust Bank, a banking association duly organized and validly existing in good standing under the laws of the State of Georgia (the “Bank”), pursuant to Section 6(b)(i) of the Amended and Restated Distribution Agreement, dated November 21, 2006 (the “Distribution Agreement”), among each of the Bank and Barclays Capital Inc., Barclays Bank PLC, BNP Paribas, Citigroup Global Markets Inc., Citigroup Global Markets Limited, Credit Suisse Securities (USA) LLC, Credit Suisse Securities (Europe) Limited, Deutsche Bank Securities Inc., Deutsche Bank AG, London Branch, Goldman, Sachs & Co., Goldman Sachs International, J.P. Morgan Securities Inc., J.P. Morgan Securities Ltd., Lehman Brothers Inc., Lehman Brothers International (Europe), Merrill Lynch, Pierce, Fenner & Smith Incorporated, Merrill Lynch International, Morgan Stanley & Co. Incorporated, Morgan Stanley & Co. International Limited, SunTrust Capital Markets, Inc., UBS Securities LLC and UBS Limited hereby certify that:

(i) [Since [ ], there has been no material adverse change, or any development which could be expected to result in a material adverse change, in the condition, financial or otherwise, of the Bank and its subsidiaries considered as one enterprise, or in the business affairs, earnings or business prospects of the Bank and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, other than as set forth or contemplated in the Offering Circular, dated November 21, 2006 (including the material incorporated by reference therein), as amended or supplemented to the date hereof, relating to the Bank Notes]¹ [Since [ ], there has been no material adverse change, or any development which could be expected to result in a material adverse change, in the condition, financial or otherwise, of the Bank and its subsidiaries considered as one enterprise, or in the business affairs, earnings or business prospects of the Bank and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, other than as set forth or contemplated as of the Applicable Time in the Disclosure Package]²;

(ii) The other representations and warranties of the Bank contained in Section 2 of the Distribution Agreement [(x) were true and correct on the date of the [Terms Agreement] and on each intervening date since the date of the [Terms Agreement] with the same force and effect as though expressly made on each such date, and (y) are true and correct with the same force and effect as though expressly made at and as of the date hereof]² [are true and correct with the same force and effect as though expressly made at and as of the date hereof]¹; and

¹ Certification for Sections 6(b)(i), 8(b)(i) and 8(b)(ii).

² Certification for Sections 8(b)(iii) and 8(b)(iv).

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(iii) The Bank has performed or complied with the Distribution Agreement and with all agreements and documentation executed in connection therewith and satisfied in all material respects all conditions on its part to be performed or satisfied at or prior to the date hereof.

Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Distribution Agreement.

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IN WITNESS WHEREOF, we have hereunto signed our names this      day of             .

By:
	Name:
	Title:

By:
	Name:
	Title:

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EXHIBIT D

SUNTRUST BANKS, INC.

OFFICERS’ CERTIFICATE

We, [Officers’ Names], [Officers’ Titles], respectively, of SunTrust Banks, Inc., a corporation organized under the laws of the State of Georgia (“SunTrust Banks”), pursuant to Section 6(b)(ii) of the Amended and Restated Distribution Agreement, dated November 21, 2006, (the “Distribution Agreement”), among each of SunTrust Bank (the “Bank”) and Barclays Capital Inc., Barclays Bank PLC, BNP Paribas, Citigroup Global Markets Inc., Citigroup Global Markets Limited, Credit Suisse Securities (USA) LLC, Credit Suisse Securities (Europe) Limited, Deutsche Bank Securities Inc., Deutsche Bank AG, London Branch, Goldman, Sachs & Co., Goldman Sachs International, J.P. Morgan Securities Inc., J.P. Morgan Securities Ltd., Lehman Brothers Inc., Lehman Brothers International (Europe), Merrill Lynch, Pierce, Fenner & Smith Incorporated, Merrill Lynch International, Morgan Stanley & Co. Incorporated, Morgan Stanley & Co. International Limited, SunTrust Capital Markets, Inc., UBS Securities LLC and UBS Limited (collectively, the “Distribution Agents”) hereby certify that:

1. [Since [ ], there has been no material adverse change, or any development which could be expected to result in a material adverse change, in the condition, financial or otherwise, of the Bank and its subsidiaries or SunTrust Banks and its subsidiaries, as the case may be, considered as one enterprise, or in the business affairs, earnings or business prospects of the Bank and its subsidiaries, as the case may be, considered as one enterprise, whether or not arising in the ordinary course of business, other than as set forth or contemplated in the Offering Circular, dated November 21, 2006, as amended or supplemented to the date hereof, relating to the Bank Notes]¹ [Since [ ], there has been no material adverse change, or any development which could be expected to result in a material adverse change, in the condition, financial or otherwise, of the Bank and its subsidiaries considered as one enterprise, or in the business affairs, earnings or business prospects of the Bank and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, other than as set forth or contemplated as of the Applicable Time in the Disclosure Package]²;

2. The representations and warranties of SunTrust Banks contained in the Representation Certificate dated November 21, 2006, furnished by SunTrust Banks to the Distribution Agents pursuant to Section 6(c) of the Distribution Agreement [(x) were true and correct on the date of the [Terms Agreement] and on each intervening date since the date of the [Terms Agreement] with the same force and effect as though expressly made on each such date, and (y) are true and correct with the same force and effect as though expressly made as of the date hereof]²[are true and correct with the same force and effect as though expressly made at and as of the date hereof]¹; and

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3. SunTrust Banks has performed or complied in all material respects with the Distribution Agreement and with all agreements and documentation executed in connection therewith and satisfied in all material respects all conditions on its part to be performed or satisfied at or prior to the date hereof.

Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Distribution Agreement.

¹ Certification for Sections 6(b)(ii), 8(b)(i) and 8(b)(ii).

² Certification for Sections 8(b)(iii) and 8(b)(iv).

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IN WITNESS WHEREOF, we have hereunto signed our names this      day of             .

By:
	Name:
	Title:

By:
	Name:
	Title:

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EXHIBIT E

REPRESENTATIONS CERTIFICATE OF SUNTRUST BANKS, INC.

To induce Barclays Capital Inc., Barclays Bank PLC, BNP PARIBAS, Citigroup Global Markets Inc., Citigroup Global Markets Limited, Credit Suisse Securities (USA) LLC, Credit Suisse Securities (Europe) Limited, Deutsche Bank Securities Inc., Deutsche Bank AG, London Branch, Goldman, Sachs & Co., Goldman Sachs International, J.P. Morgan Securities Inc., J.P. Morgan Securities Ltd., Lehman Brothers Inc., Lehman Brothers International (Europe), Merrill Lynch, Pierce, Fenner & Smith Incorporated, Merrill Lynch International, Morgan Stanley & Co. Incorporated, Morgan Stanley & Co. International Limited, SunTrust Capital Markets, Inc., UBS Securities LLC and UBS Limited (each referred to as a “Distribution Agent” and collectively referred to as the “Distribution Agents”) to enter into the Amended and Restated Distribution Agreement of even date herewith (the “Distribution Agreement”) among each of SunTrust Bank (the “Bank”), and the Distribution Agents and to induce Deutsche Bank Trust Company Americas, Deutsche Bank AG, London Branch and Deutsche International Corporate Services (Ireland) Limited to enter into the Amended and Restated Global Agency Agreement (the “Global Agency Agreement”) between the Bank and Deutsche Bank Trust Company Americas, Deutsche Bank AG, London Branch and Deutsche International Corporate Services (Ireland) Limited with respect to the issue and sale by the Bank of its Bank Notes (the “Bank Notes”), the undersigned, [Officers’ Names], [Officers’ Titles] of SunTrust Banks, Inc. (“SunTrust Banks”), hereby represent and warrant on behalf of SunTrust Banks to each Distribution Agent and to Deutsche Bank Trust Company Americas as of the date hereof, as of each time that there is filed with the Commission any document relating to SunTrust Banks incorporated by reference into the Offering Circular and as of each applicable Representation Date, as follows:

(i) Authorization to Incorporate by Reference. SunTrust Banks has authorized the Bank to incorporate by reference in the Offering Circular and the Disclosure Package its annual report on Form 10-K for its most recently ended fiscal year, quarterly reports on Form 10-Q since its most recently ended fiscal year and current reports on Form 8-K since its most recently ended fiscal year, and each other document filed by the Corporation pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act filed by SunTrust Banks with the Commission pursuant to the 1934 Act and the rules and regulations thereunder (and any and all amendments thereto) (except that information in such documents deemed not to have been filed in accordance with the rules of the Commission shall not be incorporated by reference) (the “Incorporated Documents”).

(ii) Incorporated Documents. The Incorporated Documents, at the time they were or hereafter are filed with the applicable federal regulatory authorities, complied or when so filed will comply, as the case may be, in all material respects with the requirements of the 1934 Act and the rules and regulations promulgated thereunder or the rules and regulations otherwise applicable thereto, as the case may be, and, when read together with the other information in the Offering Circular and the Disclosure Package, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were or are made, not misleading.

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(iii) Due Organization, Valid Existence and Good Standing. SunTrust Banks is a corporation duly organized, validly existing and in good standing under the laws of the State of Georgia, and is licensed, registered or qualified to conduct the business in which it is engaged in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such license, registration or qualification, except to the extent that the failure to be so licensed, registered or qualified or to be in good standing would not have a material adverse effect on SunTrust Banks and its subsidiaries taken as a whole.

(iv) No Material Adverse Change. Since the respective dates as of which information is given in the Offering Circular and the Disclosure Package, there has not been any material adverse change, or any development which could be expected to result in a material adverse change, in the condition, financial or otherwise, or in the business affairs, earnings or business prospects of the Bank and its subsidiaries, considered as one enterprise, or SunTrust Banks and its subsidiaries, considered as one enterprise, whether or not arising in the ordinary course of business, other than as set forth or contemplated in the Offering Circular and the Disclosure Package.

(v) Internal Controls. SunTrust Banks has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 and 15d-15 under the 1934 Act) that (A) are designed to ensure that material information relating to SunTrust Banks, including its consolidated subsidiaries, is made known to SunTrust Banks’ Chief Executive Officer and its Chief Financial Officer by others within those entities, particularly during the periods in which the filings made by SunTrust Banks with the Commission which it may make under Section 13(a), 13(c) or 15(d) of the 1934 Act are being prepared, (B) have been evaluated for effectiveness as of SunTrust Banks’ most recent fiscal quarter and (C) are effective to perform the functions for which they were established.

SunTrust Banks has established and maintains internal control over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 under the 1934 Act) that (a) provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and (b) have been evaluated by the management of SunTrust Banks (including SunTrust Banks’ Chief Executive Officer and Chief Financial Officer) for effectiveness as of the end of SunTrust Banks’ most recent fiscal year. The management of SunTrust Banks (including SunTrust Banks’ Chief Executive Officer and Chief Financial Officer) has evaluated any change that has materially affected, or is reasonably likely to affect, SunTrust Banks’ internal control over financial reporting as of the end of SunTrust Banks’ most recent fiscal quarter. In addition, not later than the date of the filing with the Commission of SunTrust

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Banks’ most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, each of the accountants and the audit committee of the board of directors of SunTrust Banks have been advised of (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect SunTrust Banks’ ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in SunTrust Banks’ internal control over financial reporting.

In addition, to induce the Distribution Agents to enter into the Distribution Agreement, SunTrust Banks agrees to indemnify and hold harmless each Distribution Agent and each person, if any, who controls each Distribution Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each, a “Controlling Person”) to the same extent and upon the same terms that the Bank agrees to indemnify and hold harmless each Distribution Agent and each such Controlling Person in Section 9(a) of the Distribution Agreement and to contribute to the payment of any losses, liabilities, claims, damages or expenses incurred by each Distribution Agent or each such Controlling Person to the same extent and upon the same terms that the Bank agrees to contribute in Section 10 of the Distribution Agreement but, in each case only to the extent that the Bank has not satisfied its obligations so to indemnify and to contribute pursuant to Section 9(a) and 10 of the Distribution Agreement.

All representations and warranties contained in this certificate shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of the Distribution Agents or any Controlling Person of the Distribution Agents, or by or on behalf of SunTrust Banks and shall survive each delivery of and payment for any of the Bank Notes.

SunTrust Banks agrees that each time SunTrust Banks makes a representation, warranty, covenant or agreement (including, but not limited to, an agreement relating to indemnification or contribution) in this Agreement or in any certificate signed by an officer of SunTrust Banks delivered to one or more of the Distribution Agents or counsel to the Distribution Agents, that refers or relates to the Offering Circular, SunTrust Banks, in addition to making such representation, warranty, covenant or agreement as to the Offering Circular, shall also be deemed to be making a separate, additional representation, warranty, covenant or agreement, as the case may be, as to the Filed Prospectus, unless the context otherwise requires.

This certificate and all the rights and obligations of the parties shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in such State.

All terms used herein but not otherwise defined shall have the meanings assigned to such terms in the Distribution Agreement.

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IN WITNESS WHEREOF, we have hereunto signed our names on behalf of SunTrust Banks this     th day of [ ], 2006.

SUNTRUST BANKS, INC.
By:
	Name:
	Title:

By:
	Name:
	Title:

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EXHIBIT F

SELLING RESTRICTIONS

Each Distribution Agent and the Bank will, in connection with the offering of the Bank Notes on behalf of the Bank, comply with the restrictions on the offering of Bank Notes and distribution of documents relating thereto set forth below and/or such other restrictions agreed to by the Bank and such Distribution Agent. Capitalized terms used below but not defined herein have the meanings ascribed to them in the Offering Circular.

Sales Restrictions

General

No action has been taken by the Bank or any of the Distribution Agents that would permit a public offering of its (i) senior unsecured debt obligations not insured by the Federal Deposit Insurance Corporation (the “FDIC”) (the “Senior Notes”) and (ii) subordinated unsecured debt obligations not insured by the FDIC (the “Subordinated Notes”) and together with the Senior Notes, the “Bank Notes”) or possession or distribution of the Offering Circular or the Disclosure Package, including any supplements thereto, or any other offering material in any jurisdiction outside the United States where action for that purpose is required other than as described below. Accordingly, each Distribution Agent has represented, warranted and agreed, and each other distribution agent will be required to represent, warrant and agree, that it will comply with all applicable laws and regulations in force in any such jurisdiction in which it purchases, offers or sells Bank Notes or possesses or distributes the Offering Circular or the Disclosure Package, including any supplements thereto, or any other offering material and will obtain any consent, approval or permission required by it for the purchase, offer or sale by it of Bank Notes under the laws and regulations in force in any such jurisdiction to which it is subject or in which it makes such purchases, offers or sales and neither the Bank nor any other Distribution Agent shall have responsibility therefor.

With regard to each Bank Note, the relevant purchaser will be required to comply with such restrictions as the Bank and the relevant purchaser shall agree and as shall be set out in the applicable Pricing Supplement or Final Terms. The following selling restrictions may be modified by the Bank and the relevant Distribution Agents following a change in the relevant law, regulation or directive. Any such modification will be set out in the applicable Pricing Supplement or Final Terms.

United States Law

The Bank Notes have not been, and are not required to be, registered with the Commission under the Securities Act. The Bank Notes are exempt from registration with the Commission pursuant to an exemption contained in Section 3(a)(2) of the Securities Act.

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Bearer Notes are subject to U.S. tax law requirements and may not be offered, sold, resold or delivered, directly or indirectly, within the United States or its possessions or to a United States person, except in certain transactions permitted by U.S. tax regulations. Any underwriters, Distribution Agents and dealers participating in the offering of Bearer Notes, directly or indirectly, will be required to agree that they will not, in connection with the original issuance of any Bearer Notes or during the restricted period offer, sell, resell or deliver, directly or indirectly, any Bearer Notes in the United States or its possessions or to United States persons (other than as permitted by the applicable U.S. tax regulations). In addition, any such underwriters, agents and dealers will be required to have procedures reasonably designed to ensure that their employees or agents who are directly engaged in selling Bearer Notes are aware of the above restrictions on the offering, sale, resale or delivery of Bearer Notes. Terms used in this paragraph have the meaning given to them by the Code.

United Kingdom

Each Distribution Agent represents and agrees, and each further Distribution Agent appointed under the Program will be required to represent and agree, that:

(a) in relation to any Bank Notes having a maturity of less than one year, (1) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business and (2) it has not offered or sold and will not offer or sell any Bank Notes other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses where the issue of Bank Notes would otherwise constitute a contravention of Section 19 of the FSMA by the Bank;

(b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Bank Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Bank; and

(c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Bank Notes in, from or otherwise involving the United Kingdom.

Germany

Each Distribution Agent represents and agrees, and each further Distribution Agent appointed under the Program will be required to represent and agree, that it will not:

(a) offer or sell any Bank Notes in the Federal Republic of Germany other than in compliance with the German Securities Prospectus Act (Wertpapierprospektgesetz), the German Securities Sales Prospectus Act (Wertpapier-Verkaufsprospektgesetz) and the German Investment Act (Investmentgesetz), respectively, and any other laws and regulations applicable in the Federal Republic of Germany governing the issue, the offering and the sale of securities; and

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(b) distribute the Bank Notes by way of public offering, public advertisement or in a similar manner within the meaning of Sections 2 (4) and 3 (1) of the German Securities Prospectus Act (Wertpapierprospektgesetz), Section 8f (1) of the German Securities Sales Prospectus Act (Wertpapier-Verkaufsprospektgesetz) and Sections 1, 2 (11), 101 (1) and (2) of the German Investment Act (Investmentgesetz).

Hong Kong

Each Distribution Agent represents and agrees, and each further Distribution Agent appointed under the Program will be required to represent and agree, that:

(a) it has not offered or sold and will not offer or sell the Bank Notes in the Hong Kong Special Administrative Region of the People’s Republic of China, by means of any document, other than (i) in circumstances which do not constitute an offer to the public within the meanings of the Companies Ordinance (Cap. 32, Laws of Hong Kong), (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong); and

(b) no advertisement, invitation or document relating to the Bank Notes may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to Bank Notes which are, or are intended to be, disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

Ireland

Each Distribution Agent represents and agrees, and each further Distribution Agent appointed under the Program will be required to represent and agree, that:

(a) it will not underwrite the issue of, or place the Bank Notes, otherwise than in conformity than with the provisions of the Irish Investment Intermediaries Act 1995 (as amended), including, without limitation, Sections 9 and 23 thereof and any codes of conduct rules made under Section 37 thereof and the provisions of the Investor Compensation Act 1998;

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(b) it will not underwrite the issue of, or place, the Bank Notes, otherwise than in conformity with the provisions of the Irish Central Bank Acts 1942 - 1999 (as amended) and any codes of conduct rules made under Section 117(1) thereof;

(c) it will not underwrite the issue of, or place, or do anything in Ireland in respect of the Bank Notes otherwise than in conformity with the provisions of the Irish Prospectus (Directive 2003/71/EC) Regulations 2005 and any rules issued under Section 51 of the Irish Investment Funds, Companies and Miscellaneous Provisions Act 2005, by the Irish Central Bank and Financial Services Regulatory Authority (the “Financial Regulator”); and

(d) it will not underwrite the issue of, place or otherwise act in Ireland in respect of the Bank Notes, otherwise than in conformity with the provisions of the Irish Market Abuse (Directive 2003/6/EC) Regulations 2005 and any rules issued under Section 34 of the Irish Investment Funds, Companies and Miscellaneous Provisions Act 2005 by the Financial Regulator.

Japan

Unless otherwise specified in the applicable Pricing Supplement or Final Terms, the Bank Notes have not been, and will not be, registered under the Securities and Exchange Law of Japan (Law No. 25 of 1948, as amended (the “Securities and Exchange Law”). Accordingly, each Distribution Agent represents and agrees, and each further Distribution Agent appointed under the Program will be required to represent and agree, that it will not offer or sell any Bank Notes, directly or indirectly, in Japan or to or for the benefit of, residents of Japan (which term as used herein means any person resident in Japan including any corporation or other entity organized under the laws of Japan) or to others for re offering or resale, directly or indirectly, in Japan or to or for the benefit of, any resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

People’s Republic of China

Each Distribution Agent represents and agrees, and each further Distribution Agent appointed under the Program will be required to represent and agree, that:

(a) it has not offered or sold and will not offer or sell in the People’s Republic of China (the “PRC”) by means of any document any Bank Note other than in full compliance with the relevant laws and regulations of the PRC including, but not limited to, the Securities Law of the People’s Republic of China and the Company Law of the People’s Republic of China; and

(b) it has complied and will comply with all applicable laws and regulations of the PRC with respect to anything done by it in relation to any Bank Notes denominated in U.S. Dollars in, or otherwise involving, the PRC.

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Singapore

Each Distribution Agent represents and agrees, and each further Distribution Agent appointed under the Program will be required to represent and agree, that:

(a) the Bank Notes may not be offered or sold or made the subject of an invitation for subscription or purchase nor may the Offering Circular, any Pricing Supplement or Final Terms, or any other document or material in connection with the offer or sale or invitation for subscription or purchase of the Bank Notes be circulated or distributed, whether directly or indirectly, to the public or any member of the public in Singapore other than:

(i) to an institutional investor or other person falling within Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “Securities and Futures Act”);

(ii) to a relevant person, or any person pursuant to Section 275(1A) of the Securities and Futures Act, and in accordance with the conditions specified in Section 275 of the Securities and Futures Act; or

(iii) otherwise than pursuant to, and in accordance with the conditions of, any other applicable provision of the Securities and Futures Act;

(b) it will notify (whether through the distribution of the Offering Circular, any Pricing Supplement or Final Terms, or any other document or material in connection with the offer or sale or invitation for subscription or purchase of any Bank Notes or otherwise) each of the following relevant persons specified in Section 275 of the Securities and Futures Act which has subscribed or purchased Bank Notes from and through that Distribution Agent, namely a person who is:

(i) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

(ii) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor,

that shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the Bank Notes under Section 275 of the Securities and Futures Act except:

(i) to an institutional investor under Section 274 of the Securities and Futures Act or to a relevant person, or any person pursuant to Section 275(1A) of the Securities and Futures Act, and in accordance with the conditions specified in Section 275 of the Securities and Futures Act;

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(ii) where no consideration is given for the transfer; or

(iii) by operation of law; and

(c) it will notify investors in Singapore that it is a condition of the offer of Bank Notes to such investors that each investor is acquiring such Bank Notes for investment purposes only and not with a view to distribute or resell such Bank Notes.

Bearer Notes

In addition, in connection with issuances of Bearer Notes:

(1) except to the extent permitted under United States Treasury Regulations § 1.163-5(c)(2)(i)(D) (the “D Rules”), each Distribution Agent represents and agrees, and each further Distribution Agent appointed under the Program will be required to represent and agree, that (a) it has not offered or sold, and during the restricted period under Regulation S under the 1933 Act or other applicable restricted period (the “Restricted Period”) will not offer or sell, Bearer Notes to a person who is within the United States or its possessions or to a United States person, and (b) it has not delivered and will not deliver within the United States or its possessions definitive Bearer Notes that are sold during the restricted period;

(2) each Distribution Agent represents and agrees, and each further Distribution Agent appointed under the Program will be required to represent and agree, that it has and throughout the Restricted Period will have in effect procedures reasonably designed to ensure that its employees or Distribution Agents who are directly engaged in selling Bearer Notes are aware that Bearer Notes may not be offered or sold during the Restricted Period to a person who is within the United States or its possessions or to a United States person, except as permitted by the D Rules;

(3) if it is a United States person, each such Distribution Agent represents, and each further Distribution Agent appointed under the Program will be required to represent, that it is acquiring the Bearer Notes for purposes of resale in connection with their original issuance and if it retains Bearer Notes for its own account, it will only do so in accordance with the requirements of Section 1.163-5(c)(2)(i)(D)(6) of the D Rules; and

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(4) With respect to each affiliate that acquires from it Bearer Notes for the purpose of offering or selling Bearer Notes during the Restricted Period, each such Distribution Agent and each further Distribution Agent appointed under the Program either (a) repeats and confirms the representations and agreements contained in clauses (1), (2) and (3) above on its behalf, or (b) agrees that it will obtain from such affiliate for the Bank’s benefit the representations and agreements contained in clauses (1), (2) and (3) above.

Terms used in the foregoing paragraph have the meanings given to them by the Code and regulations thereunder, including the D Rules.

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EXHIBIT G

FORM OF SYNDICATED TERMS AGREEMENT

[Date]

To: The Agents Listed on Annex 1 Hereto

Re: SunTrust Bank (the “Issuer”)

U.S.$20,000,000,000 Global Bank Note Program

Ladies and Gentlemen:

The Issuer proposes to issue and sell the     % Global Bank Notes due                      (the “Notes”) to the agents listed on Annex 1 hereto (collectively, the “Agents”). The Agents agree to purchase on a syndicated basis the Notes as described in the pricing supplement attached as Annex 2 hereto (the “Pricing Supplement”), on the terms set out in such Pricing Supplement and on the terms set out below. The sale of the Notes will be subject to the terms and conditions stated herein and in the Amended and Restated Distribution Agreement, dated November 21, 2006 ( the “Distribution Agreement”), among the Issuer and the Distribution Agents named therein. Unless otherwise defined herein, all terms used herein have the meanings given to them in the Distribution Agreement. Each of the provisions of the Distribution Agreement is incorporated herein by reference in its entirety, and shall be deemed to be part of this Agreement to the same extent as if such provisions had been set forth in full herein.

1. Subject to the terms and conditions of the Distribution Agreement and this Agreement, the Issuer hereby agrees to issue the Notes, and the Agents severally agree to purchase the Notes (in the proportions set out next to each Agent’s name in Annex I hereto) at the purchase price of              per Note (being equal to the issue price of     % of the principal amount less a combined underwriting commission of     % of the principal amount);

2. The purchase price specified above will be paid by the lead Distribution Agent on behalf of the Agents by wire transfer in immediately available funds to the Issuer at             (         time) on             ,         , or such other time and/or date as the Issuer and the lead Distribution Agent on behalf of the Agents may agree (the “Settlement Time”) against delivery of the Notes to or upon your order in the manner contemplated in the Distribution Agreement, the Amended and Restated Global Agency Agreement or otherwise.

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3. The Agents’ obligations hereunder are conditional on the receipt of: (i) opinions of counsel described in Section 8(c) of the Distribution Agreement, dated as of the Settlement Time, (ii) a “comfort letter” described in Section 8(d) of the Distribution Agreement, dated as of the Settlement Time, (iii) the officer’s certificates described in Section 8(b) of the Distribution Agreement, dated as of the Settlement Time; and (iv) such other opinions, certificates and documents as may be agreed by the Issuer and the Agents on or prior to the date of this Agreement.

Very truly yours,
SUNTRUST BANK
By:
	Name:
	Title:

Distribution Agents

[MANAGERS]

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ANNEX 1

Schedule of Agents

Agent	Principal Amount of Notes
[Managers]

ANNEX 1

ANNEX 2

[INSERT PRICING SUPPLEMENT]

ANNEX 2 - 1

EXHIBIT H

ADMINISTRATIVE PROCEDURES MEMORANDUM

(Dated as of November 21, 2006)

FOR

SUNTRUST BANK

Global Bank Notes Due From

7 Days to 30 Years or More from Date of Issue

Senior unsecured debt obligations (the “Senior Notes”) and subordinated unsecured obligations (the “Subordinated Notes” and, together with the Senior Notes, the “Bank Notes”) which from time to time may be offered on a continuing basis for sale by SunTrust Bank (the “Bank”) through each of the distribution agents listed on Schedule I to the Amended and Restated Distribution Agreement to which these Administrative Procedures are an exhibit (the “Distribution Agreement”) (each, a “Distribution Agent” and collectively, the “Distribution Agents”) who may purchase the Bank Notes, as principal from the Bank for resale to investors and other purchasers in accordance with the Distribution Agreement. In addition, if agreed to by the Bank and the applicable Distribution Agent, such Distribution Agent may utilize its reasonable efforts on an agency basis to solicit offers to purchase the Bank Notes. Only those provisions in these Administrative Procedures that are applicable to the particular role that a Distribution Agent will perform shall apply. Whenever these Administrative Procedures indicate that information may be set forth in a Bank Note, such information may be set forth in a Pricing Supplement to the Offering Circular (as defined below), Final Terms or in the applicable Disclosure Package (as defined in the Distribution Agreement).

Deutsche Bank Trust Company Americas (or such other agent appointed in accordance with the Amended and Restated Global Agency Agreement (as defined below)) will act as the domestic registrar (the “Domestic Registrar”) and domestic paying agent (the “Domestic Paying Agent”) for the Bank Notes through its office at 60 Wall Street – 27^th Floor, New York, New York 10005, or such other address as the Domestic Registrar and Domestic Paying Agent may notify the Bank from time to time. Deutsche International Corporate Services (Ireland) Limited (or such other agent appointed in accordance with the Amended and Restated Global Agency Agreement (as defined below)) will act as the European registrar (the “European Registrar”) for the Bank Notes through its office at 5 Harbourmaster Place, International Financial Services Centre, Dublin 1, Ireland, or such other address as the European Registrar may notify the Bank from time to time. Deutsche Bank AG, London Branch, (or such other agent appointed in accordance with the Amended and Restated Global Agency Agreement), will act as London paying agent (the “London Paying Agent”) and London issuing agent (the “London Issuing Agent”). As used herein, the term “Offering Circular” refers to the most recent offering circular, as such document may be amended or supplemented, which has been prepared by the Bank for use by the Distribution Agents in connection with the offering of the Bank Notes.

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Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Bank Notes or the Offering Circular.

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DTC REGISTERED GLOBAL NOTES

Bank Notes may be issued in book-entry form (each beneficial interest in a global Note, a “Book-Entry Note” and collectively, the “Book-Entry Notes”) and represented by one or more fully registered global Bank Notes (each, a “Global Note” and collectively, the “Global Bank Notes”) held by or on behalf of The Depository Trust Company, as depositary (“DTC”, which term includes any successor thereof), and recorded in the book-entry system maintained by DTC. Book-Entry Notes represented by a Global Note are exchangeable for definitive Bank Notes in registered form, of like tenor and of an equal aggregate principal amount, by the owners of such Book-Entry Notes only upon certain limited circumstances described in the Offering Circular.

In connection with the qualification of Book-Entry Notes for eligibility in the book-entry system maintained by DTC, Deutsche Bank Trust Company Americas or its agents will perform the custodial, document control and administrative functions described below, in accordance with its respective obligations under the applicable Letters of Representations from Deutsche Bank Trust Company Americas to DTC relating to the Program, and a Certificate of Deposit Agreement between Deutsche Bank Trust Company Americas and DTC (the “Certificate Agreement”), and its obligations as a participant in DTC, including DTC’s Same-Day Funds Settlement System (“SDFS”).

Settlement Procedures for Book-Entry Notes:	Settlement Procedures with regard to Book-Entry Notes purchased by each Distribution Agent as principal or sold by each Distribution Agent, as agent of the Bank, will be as follows (which will have been agreed to by the Bank and such Distribution Agent in accordance with the Distribution Agreement):
	(A)   The Distribution Agent will advise the Bank by telephone, confirmed by facsimile to the Bank and the Domestic Registrar, of the following settlement information:
	1.      Taxpayer identification number of the purchaser.
	2.      Principal amount of such Book-Entry Notes.
	3.      Whether the Bank Note is a Senior Note or a Subordinated Note.
	4.      Each term specified in the applicable Pricing Supplement, Final Terms or Disclosure Package.
	5.      Whether the Book-Entry Notes are listed on the regulated market of the Irish Stock Exchange or any other or further exchange or market (a “Stock Exchange”).

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6.      Price to public, if any, of such Book-Entry Notes (if such Book-Entry Notes are not being offered “at the market”).

7.      Trade Date.

8.      Settlement Date (Original Issue Date).

9.      Maturity Date.

10.    Redemption provisions, if any, including: Initial Redemption Date, Initial Redemption Percentage and Annual Redemption Percentage Reduction.

11.    Repayment provisions, if any, including Holder’s Optional Repayment Date(s).

12.    Net proceeds to the Bank.

13.    Whether such Book-Entry Notes are being sold to the Distribution Agent as principal or to an investor or other purchaser through the Distribution Agent acting as agent for the Bank.

14.    The Distribution Agent’s commission or discount, as applicable.

15.    Whether such Book-Entry Notes are being issued with Original Issue Discount and the terms thereof.

16.    Default Rate.

17.    Identification numbers of participant accounts maintained by DTC on behalf of the Distribution Agent.

18.    Whether additional documentation will be required for Bank Notes being sold to the Distribution Agent as principal.

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19.    Such other information specified with respect to such Book-Entry Notes (whether by Addendum or otherwise).

(B)    1.    The Domestic Registrar will assign a CUSIP number of the appropriate series to the Global Note representing such Book-Entry Notes and, as soon thereafter as practicable, the Domestic Registrar will notify the Distribution Agent by telephone of such CUSIP number.

2.      In the case of Book-Entry Notes that are to be listed on a Stock Exchange, the Domestic Registrar notifies the relevant Listing Agent who in turn notifies the relevant Stock Exchange by fax or by hand of the details of the Bank Notes to be issued by sending the Pricing Supplement or the Final Terms, as the case may be, to the relevant Stock Exchange.

(C)   The Domestic Registrar will communicate to DTC and the Distribution Agent through DTC’s Participant Terminal System, a pending deposit message specifying the following settlement information:

1.      The information set forth in Settlement Procedure A.

2.      The identification numbers of the participant accounts maintained by DTC on behalf of the Domestic Registrar and the Distribution Agent.

3.      Identification of the Book-Entry Note as a Fixed Rate Book-Entry Note or Floating Rate Book-Entry Note.

4.      The initial Interest Payment Date for the Global Note representing such Book-Entry Notes, the number of days by which such date succeeds the related Record Date and, if then calculable, the amount of interest payable on such Interest Payment Date (which amount shall have been confirmed by the Bank).

H-5

5.      The CUSIP number of the Global Note representing such Book-Entry Notes.

6.      Whether such Global Note represents any other Bank Notes issued or to be issued in book-entry form.

(D)   The Domestic Registrar will complete and deliver to DTC (or its custodian) the Global Note representing such Book-Entry Notes in a form that has been approved by the Bank and the relevant Distribution Agents.

(E)   DTC will credit the Book-Entry Notes represented by such Global Note to the participant account of the Domestic Registrar maintained by DTC.

(F)    The Domestic Registrar will enter an SDFS deliver order through DTC’s Participant Terminal System instructing DTC (i) to debit such Book-Entry Notes to the Domestic Registrar’s participant account and credit such Book-Entry Notes to the participant account of the Distribution Agent maintained by DTC and (ii) to debit the settlement account of the Distribution Agent and credit the Settlement account of the Domestic Registrar maintained by DTC in an amount equal to the price of such Book-Entry Notes less such Distribution Agent’s commission or discount. Any entry of such deliver order shall be deemed to constitute a representation and warranty by the Domestic Registrar to DTC that (i) the Global Note representing such Book-Entry Notes has been issued and authenticated and (ii) the Domestic Registrar is holding such Global Note pursuant to the Certificate Agreement.

(G)   In the case of Book-Entry Notes sold through a Distribution Agent acting as agent, the Distribution Agent will enter an SDFS deliver order through DTC’s Participant Terminal System instructing DTC (i) to debit such Book-Entry Notes to the Distribution Agent’s participant account and credit such Book-Entry Notes to the participant accounts of the Participants maintained by DTC and (ii) to debit the settlement accounts of such Participants and credit the settlement account of the Distribution Agent maintained by DTC, in an amount equal to the offering price of such Book-Entry Notes.

H-6

	(H)   Transfers of funds in accordance with SDFS deliver orders described in Settlement Procedures F and G will be settled in accordance with SDFS operating procedures in effect on the Settlement Date.
	(I)     In the case of Book-Entry Notes sold through a Distribution Agent acting as agent, the Distribution Agent will confirm the purchase of such Book-Entry Notes to the purchaser either by transmitting to the Participant with respect to such Book-Entry Notes a confirmation order through DTC’s Participant Terminal System or by mailing a written confirmation to such purchaser.
Settlement Procedures Timetable:	For offers to purchase Book-Entry Notes accepted by the Bank, Settlement Procedures “A” through “I” set forth above shall be completed as soon as possible but no later than the respective times (New York City time) set forth below:

Settlement Procedure	Time
A	11:00 a.m. on the Trade Date
B	12:00 noon on the Trade Date
C	5:00 p.m. on the Trade Date
D	9:00 a.m. on the Settlement Date
E	10:00 a.m. on the Settlement Date
F-G	2:00 p.m. on the Settlement Date
H	4:00 p.m. on the Settlement Date
I	5:00 p.m. on the Settlement Date

If a sale is to be settled on the same Business Day as the Trade Date, Settlement Procedures C, F, and G shall be completed no later than 2:30 p.m. on such Business Day, and Settlement Procedure D shall be completed no later than 10:00 a.m. on such Business Day.

H-7

If a sale is to be settled more than one Business Day after the trade date, Settlement Procedures A, B and C may, if necessary, be completed at any time prior to the specified times on the first Business Day after such trade date. In connection with a sale which is to be settled more than one Business Day after the trade date, if the initial interest rate for a Floating Rate Note is not known at the time that Settlement Procedure A is completed, Settlement Procedures B and C shall be completed as soon as such rate has been determined, but no later than 11:00 a.m. and 2:00 p.m., New York City time, respectively, on the second Business Day before the Settlement Date.

Settlement Procedure H is subject to extension in accordance with any extension of Fedwire closing deadlines and in the other events specified in the SDFS operating procedures in effect on the Settlement Date.

H-8

If settlement of a Book-Entry Note is rescheduled or canceled, the Domestic Registrar will deliver to DTC, through DTC’s Participant Terminal System, a cancellation message to such effect by no later than 5:00 p.m., New York City time, on the Business Day immediately preceding the scheduled Settlement Date.

Failure to Settle:

If the Domestic Registrar fails to enter an SDFS deliver order with respect to a Book-Entry Note pursuant to Settlement Procedure F, then the Domestic Registrar may deliver to DTC, through DTC’s Participant Terminal System, as soon as practicable a withdrawal message instructing DTC to debit such Book-Entry Note to the participant account of the Domestic Registrar maintained at DTC. DTC will process the withdrawal message; provided that such participant account contains a principal amount of the Global Note representing such Book-Entry Note that is at least equal to the principal amount to be debited. If withdrawal messages are processed with respect to all Book-Entry Notes represented by a Global Note, the Domestic Registrar will mark such Global Note “canceled” and make appropriate entries in its records. The CUSIP number assigned to such Global Note shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If withdrawal messages are processed with respect to some of the Book-Entry Notes represented by a Global Note, the Domestic Registrar will exchange such Global Note for two Global Bank Notes, one of which shall represent the Book-Entry Notes for which such withdrawal messages are processed and shall be canceled immediately after issuance, and the other of which shall represent the other Book-Entry Notes previously represented by the surrendered Global Note and shall bear the CUSIP number of the surrendered Global Note.

H-9

In the case of any Book-Entry Note sold through a Distribution Agent, acting as agent, if the purchase price for any Book-Entry Note is not timely paid to the Participants with respect to such Book-Entry Note by the beneficial purchaser thereof (or a person, including an indirect participant in DTC, acting on behalf of such purchaser), such Participants and, in turn, the applicable Distribution Agent may enter SDFS deliver orders through DTC’s Participant Terminal System reversing the orders entered pursuant to Settlement Procedures F and G, respectively. Thereafter, the Domestic Registrar will deliver the withdrawal message and take the related actions described in the preceding paragraph.

Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Note, DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to a Book-Entry Note that was to have been represented by a Global Note also representing other Book-Entry Notes, the Domestic Registrar will provide, in accordance with Settlement Procedure D, for the issuance of a Global Note representing such remaining Book-Entry Notes and will make appropriate entries in its records.

H-10

BEARER NOTES

In certain circumstances Bearer Notes may be issued. Settlement Procedures with regard to Bearer Notes purchased by each Distribution Agent as principal or sold by each Distribution Agent as agent of the Bank, will be as follows:

Day	Latest London Time	Action
No later than Original Issue Date minus 5 Business Days	2:00 p.m.	The Bank may agree with one or more of the Distribution Agents for the issue and purchase of Bearer Notes (whether pursuant to an unsolicited bid from a Distribution Agent or pursuant to an inquiry by the Bank). The Distribution Agent instructs the London Issuing Agent to obtain a Common Code and ISIN from Euroclear or Clearstream, Luxembourg. In the case of the first Tranche of Bank Notes of a Series, the London Issuing Agent telephones Euroclear or Clearstream, Luxembourg with a request for a Common Code and ISIN for such Series and in the case of a subsequent Tranche of Bank Notes of that Series the London Issuing Agent telephones Euroclear or Clearstream, Luxembourg with a request for a temporary Common Code and ISIN for such Tranche. Each Common Code and ISIN is notified by the London Issuing Agent to each Distribution Agent which has reached agreement with the Bank.
	3:00 p.m.	If a Distribution Agent has reached agreement with the Bank by telephone, such Distribution Agent confirms the terms of the agreement to the Bank by fax attaching a copy of the Pricing Supplement or the Final Terms, as the case may be. The Distribution Agent sends a copy of that fax to the London Issuing Agent and the applicable Registrar for information.
	5:00 p.m.	The Bank confirms its agreement to the terms on which the issue of Bearer Notes is to the made (including the form of the Pricing Supplement or the Final Terms, as the case may be) by signing and returning a copy of the Pricing Supplement or the Final Terms, as the case may be, to the relevant Distribution Agent. The Bank also confirms its instructions to the London Issuing Agent (including, in the case of Floating Rate Bank Notes, the rate fixed by the Calculation Agent) to carry out the duties to be carried out by the London Issuing Agent under these Settlement Procedures and the Global Agency Agreement including preparing, authenticating and issuing a Temporary Global

H-11

Day	Latest London Time	Action
		Note for the Tranche of Bank Notes which is to be purchased and in the case of the first Tranche of a Series, where the Pricing Supplement or the Final Terms, as the case may be, for such Tranche does not specify that such Temporary Global Note is to be exchangeable only for Bearer Notes in definitive form, a Permanent Global Note for such Series, giving details of such Bearer Notes. The Bank confirms such instructions by sending a copy by Fax of the signed Pricing Supplement or the Final Terms, as the case may be, to the London Issuing Agent.
No later than Original Issue Date minus 4 Business Days	2:00 p.m.	In the case of Bearer Notes which are to be listed on a Stock Exchange, the London Issuing Agent notifies the relevant Listing Agent who in turn notifies the relevant Stock Exchange by fax or by hand of the details of the Bank Notes to be issued by sending the Pricing Supplement or the Final Terms, as the case may be, to the relevant Stock Exchange.
Original Issue Date minus 2 Business Days	3:00 p.m.	In the case of Bearer Notes cleared through Euroclear and/or Clearstream, Luxembourg, the relevant Distribution Agent instructs the relevant clearing system to debit its account and pay the purchase price, against delivery of the Bearer Notes, to the London Issuing Agent’s account with the relevant clearing system on the Original Issue Date and the London Issuing Agent receives details of such instructions through the records of the relevant clearing system.
Original Issue Date minus 1 Business Day	3:00 p.m.	In the case of Floating Rate Bank Notes, the Calculation Agent notifies the relevant clearing system, the Bank, any relevant Stock Exchange (or the relevant Listing Agent, which in turn shall notify the relevant Stock Exchange) and the relevant Distribution Agent by telex or fax of the rate of interest for the first Interest Period (if already determined). Where the rate of interest has not yet been determined, notification will be made in accordance with this paragraph as soon as it has been determined.

H-12

Day	Latest London Time	Action
Original Issue Date minus 1 Business Day (in the case of pre-closed issues) or Original Issue Date (in any other case) (the “Payment Instruction Date”)	agreed time	The London Issuing Agent prepares and authenticates a Temporary Global Note for each Tranche of Bank Notes which is to be purchased and, where required as specified above, a Permanent Global Note in respect of the relevant Series. The Temporary Global Note and any such Permanent Global Note are then delivered by the London Issuing Agent to a common depositary for Euroclear and Clearstream, Luxembourg and instructions are given by the London Issuing Agent to Euroclear or, as the case may be, Clearstream, Luxembourg to credit the Bearer Notes represented by such Temporary Global Note to the London Issuing Agent’s distribution account. In the case of Bearer Notes cleared through Euroclear and/or Clearstream, Luxembourg, the London Issuing Agent further instructs Euroclear or, as the case may be, Clearstream, Luxembourg to debit from the distribution account the nominal amount of the relevant Tranche of Bank Notes and to credit such nominal amount to the account of such Distribution Agent with Euroclear or Clearstream, Luxembourg against payment to the account of the London Issuing Agent of the purchase price for the relevant Tranche of Bank Notes on the Original Issue Date. The relevant Distribution Agent gives corresponding instructions to Euroclear or Clearstream, Luxembourg. The parties (which for this purpose shall include the London Issuing Agent) may agree to arrange for “free delivery” to the made through the relevant clearing system if specified in the applicable Pricing Supplement or Final Terms, as the case may be.
Original Issue Date		The relevant clearing system debits and credits accounts in accordance with instructions received by it. The London Issuing Agent pays to the Bank on the Original Issue Date the aggregate purchase price received by it to such account of the Bank as shall have been notified to the London Issuing Agent for the purpose.

H-13

Day	Latest London Time	Action
On or subsequent to the Original Issue Date		The London Issuing Agent notifies the Bank forthwith in the event that a Distribution Agent does not pay the purchase price due from it in respect of a Bank Note. The London Issuing Agent notifies the Bank of the issue of Bearer Notes giving details of the Global Note(s) and the nominal sum represented thereby. The relevant Distribution Agent promptly notifies the London Issuing Agent that the distribution of the Bearer Notes purchased or placed by it has been completed. If applicable, the London Issuing Agent promptly notifies the Bank, the relevant Distribution Agents and the relevant clearing system of the date of the end of any applicable restricted trading period with respect to the relevant Tranche of Bank Notes.

H-14

EUROCLEAR/CLEARSTREAM, LUXEMBOURG REGISTERED GLOBAL NOTES

Bank Notes may be issued in book-entry form as Book-Entry Notes and represented by one or more fully registered Global Bank Notes held by or on behalf of Euroclear and/or Clearstream, Luxembourg, as depositary, and recorded in the book-entry system maintained by Euroclear and/or Clearstream, Luxembourg. Book-Entry Notes represented by a Global Note are exchangeable for definitive Bank Notes in registered form, of like tenor and of an equal aggregate principal amount, by the owners of such Book-Entry Notes only upon certain limited circumstances described in the Offering Circular. Settlement Procedures with regard to Book-Entry Notes purchased by each Distribution Agent as principal or sold by each Distribution Agent, as agent of the Bank, are as follows:

Day	Latest London Time	Action
No later than Original Issue Date minus 5 Business Days	2:00 p.m.	The Bank may agree with one or more of the Distribution Agents for the issue and purchase of Bank Notes (whether pursuant to an unsolicited bid from a Distribution Agent or pursuant to an inquiry by the relevant Bank).
	3:00 p.m.	In the case of the first Tranche of Registered Bank Notes, the London Issuing Agent telephones Euroclear and/or Clearstream, Luxembourg with a request for a Common Code for such Tranche and, in the case of a subsequent Tranche of Bank Notes of that Series, the London Issuing Agent telephones Euroclear and/or Clearstream, Luxembourg with a request for a temporary Common Code for such Tranche and the London Issuing Agent confirms such number(s) to the European Registrar. Each ISIN number, and each Common Code is notified by the European Registrar by telex or fax to the Bank and the relevant Distribution Agent. If a Distribution Agent has reached agreement with the Bank by telephone, such Distribution Agent confirms the terms of the agreement to the Bank by telex or fax attaching a copy of the Pricing Supplement or the Final Terms, as the case may be. The relevant Distribution Agent sends a copy of that fax to the London Issuing Agent and the European Registrar for information.

H-15

Day	Latest London Time	Action
	5:00 p.m.	The Bank confirms its agreement to the terms on which the issue of Bank Notes is to be made (including the form of the Pricing Supplement or the Final Terms, as the case may be) by signing and returning a copy of the Pricing Supplement or the Final Terms, as the case may be, to the relevant Distribution Agent. The Bank also confirms its instructions (including, in the case of Floating Rate Bank Notes, the rate fixed by the Calculation Agent) to the London Issuing Agent and the European Registrar to carry out the duties to be carried out by the London Issuing Agent and the European Registrar under these Settlement Procedures and the Global Agency Agreement including preparing, authenticating and issuing one or more Registered Global Bank Notes and/or one or more Definitive Registered Bank Notes for each Tranche of Bank Notes which are to be purchased or placed by the relevant Distribution Agent, giving details of such Bank Notes. The Bank confirms such instructions by sending a copy by fax of the signed Pricing Supplement or the Final Terms, as the case may be, to the London Issuing Agent and the European Registrar. The relevant Distribution Agent notifies Euroclear and/or Clearstream, Luxembourg of the relevant accounts to be credited with Bank Notes represented by interests in the Global Note(s) to be issued.
No later than Original Issue Date minus 4 Business Days	2:00 p.m.	In the case of Bank Notes which are to be listed on a Stock Exchange, the London Issuing Agent notifies the relevant Listing Agent who in turn notifies the relevant Stock Exchange by fax or by hand of the details of the Bank Notes to be issued by sending the Pricing Supplement or the Final Terms, as the case may be, to the relevant Stock Exchange.
Original Issue Date minus 2 Business Days	3:00 p.m.	Where the relevant Distribution Agent is purchasing or placing Bank Notes through Euroclear and/or Clearstream, Luxembourg, the relevant Distribution Agent instructs Euroclear and/or Clearstream, Luxembourg, subject to further instructions, on the Original Issue Date or, in the case of Bank Notes denominated in a currency requiring a pre-closing, the Original Issue Date minus 1 Business Day, to debit its account, or such account as it directs, and pay the purchase price to the account of the closing bank as agreed between the Bank, the London Issuing Agent and the relevant Distribution Agent from time to time (in such capacity, the “Closing Bank”) for such purpose.

H-16

Day	Latest London Time	Action
Original Issue Date minus 1 Business Day	3:00 p.m.	In the case of Floating Rate Bank Notes, the Calculation Agent notifies the European Registrar, Euroclear, Clearstream, Luxembourg, the Bank, in the case of Listed Bank Notes, the relevant Listing Agent (who in turn notifies the relevant Stock Exchange), and the relevant Distribution Agent by telex or fax of the rate of interest for the first Interest Period (if already determined). Where the rate of interest has not yet been determined, this will be notified in accordance with this paragraph as soon as it has been determined.
Original Issue Date minus 1 Business Day (in the case of pre-closed issues) or Original Issue Date (in any other case) (the “Payment Instruction Date”)	agreed time	The European Registrar prepares and authenticates the Registered Global Note(s) for each Tranche of Bank Notes which is to be purchased by attaching the applicable Pricing Supplement or the Final Terms, as the case may be, to a copy of the applicable master Registered Global Note(s). The European Registrar causes details of the principal amount of Bank Notes to be issued and the registered holder(s) of such Bank Notes to be entered into the Register. Each Registered Global Note is then delivered by, or on behalf of, the London Issuing Agent to a custodian for Euroclear and/or Clearstream, Luxembourg to credit the principal amount of the relevant Tranche of Bank Notes to the appropriate participants’ accounts in Euroclear and/or Clearstream, Luxembourg previously notified by the relevant Distribution Agent. Each Definitive Registered Note is delivered to the relevant Distribution Agent or its designee for the benefit of the purchaser of such Bank Note against delivery by such Distribution Agent of a receipt therefor or, if so instructed and upon confirmation from the Bank that proper payment by the purchaser has been made, delivered directly to the Bank or its designee for the benefit of the purchaser of such Bank Note(s) against delivery of a receipt therefor. The parties (which for this purpose shall include the London Issuing Agent and the European Registrar) may agree to arrange for “free delivery” to be made through the relevant clearing system if specified in the applicable Pricing Supplement, Final Terms or Disclosure Package, in which case these Settlement Procedures will be amended accordingly.

H-17

Day	Latest London Time	Action
Original Issue Date		The relevant Distribution Agent instructs Euroclear and/or Clearstream, Luxembourg to credit the interests in the Registered Global Note(s) representing Bank Notes purchased by or through such Distribution Agent to such accounts as the relevant Distribution Agent has directed with Euroclear and/or Clearstream, Luxembourg. Euroclear and/or Clearstream, Luxembourg debit and credit accounts in accordance with instructions received by them. The Closing Bank makes payment to the Bank on the Original Issue Date of the aggregate amount received by it to such account of the Bank as shall have been notified to the Closing Bank for that purpose by the relevant bank.
On or subsequent to the Original Issue Date		The London Issuing Agent notifies the Bank forthwith in the event that the relevant Distribution Agent does not pay the purchase price due from it in respect of the Bank Notes. The relevant Distribution Agent notifies the London Issuing Agent that the distribution of the Bank Notes purchased or placed by it has been completed.

H-18

EX-99.2

Exhibit 99.2

AMENDED AND RESTATED GLOBAL AGENCY AGREEMENT

dated as of November 21, 2006

among

SUNTRUST BANK,

as Issuer,

DEUTSCHE BANK TRUST COMPANY AMERICAS

as Domestic Paying Agent and Domestic Registrar,

DEUTSCHE BANK AG, LONDON BRANCH,

as London Paying Agent, London Issuing Agent and Transfer Agent,

and

DEUTSCHE INTERNATIONAL CORPORATE SERVICES (IRELAND) LIMITED,

as European Registrar and Irish Paying Agent

TABLE OF CONTENTS

		Page
SECTION 1.	Definitions and Interpretation	2
SECTION 2.	Appointment of Agents	7
SECTION 3.	Supply of Notes; Authorized Representatives	7
SECTION 4.	Issuance Instructions	8
SECTION 5.	Issue of Registered Global Notes	8
SECTION 6.	Issue of Temporary Bearer Global Notes	10
SECTION 7.	Issue of Permanent Bearer Global Notes	10
SECTION 8.	Issue of Definitive Bearer Notes	11
SECTION 9.	Issue of Definitive Registered Notes	12
SECTION 10.	Exchanges	12
SECTION 11.	Note Register; Registration, Transfer and Exchange; Persons Deemed Owners	13
SECTION 12.	Terms of Issue	16
SECTION 13.	Payments	17
SECTION 14.	Determination and Notifications with respect to Notes	18
SECTION 15.	Notice of any Withholding or Deduction	19
SECTION 16.	Redemption of Notes	19
SECTION 17.	Repayment of Notes	20
SECTION 18.	Notices to Holders	21
SECTION 19.	Cancellation of Notes, Receipts, Coupons and Talons	22
SECTION 20.	Issue of Replacement Notes, Receipts, Coupons and Talons	23
SECTION 21.	Copies of This Agreement and Each Pricing Supplement Available for Inspection	24
SECTION 22.	Commissions and Expenses	25
SECTION 23.	Indemnity	25
SECTION 24.	Repayment by the Paying Agents	25
SECTION 25.	Conditions of Appointment	26
SECTION 26.	Communication Between the Parties	27
SECTION 27.	Changes in Agents	27
SECTION 28.	Merger and Consolidation	28
SECTION 29.	Notifications	29
SECTION 30.	Change of Specified Office	29
SECTION 31.	Notices	29
SECTION 32.	Taxes and Stamp Duties	29
SECTION 33.	Currency Indemnity	29
SECTION 34.	Amendments	30
SECTION 35.	References to Additional Amounts	30
SECTION 36.	Descriptive Headings	31
SECTION 37.	Governing Law	31
SECTION 38.	Counterparts	31

i

Exhibits

EXHIBIT A –	Form of Registered Global Note
EXHIBIT B –	Form of Definitive Registered Note
EXHIBIT C –	Form of Temporary Bearer Global Note
EXHIBIT D –	Form of Permanent Bearer Global Note
EXHIBIT E –	Form of Definitive Bearer Note
EXHIBIT F –	Form of Coupon
EXHIBIT G –	Form of Talon
EXHIBIT H –	Form of Receipt
EXHIBIT I –	Form of Amended and Restated Interest Calculation Agency Agreement
EXHIBIT J –	Form of Exchange Rate Agency Agreement
EXHIBIT K –	Form of Reverse of Note

ii

AMENDED AND RESTATED GLOBAL AGENCY AGREEMENT, dated as of November 21, 2006 among:

(i) SUNTRUST BANK, a bank organized under the laws of the State of Georgia (the “Bank”), as issuer;

(ii) Deutsche Bank Trust Company Americas, as domestic registrar (the “Domestic Registrar”) and domestic paying agent (the “Domestic Paying Agent”), which expressions shall also include any successors appointed in accordance with Section 27 of this Agreement;

(iii) Deutsche Bank Aktiengesellschaft, a corporation domiciled in Frankfurt am Main, Germany, operating in the United Kingdom under branch number BR000005, acting through its London branch at Winchester House, 1 Great Winchester Street, London EC2N 2DB (“Deutsche Bank AG, London Branch”), acting as London paying agent (the “London Paying Agent”), London issuing agent (the “London Issuing Agent”) and transfer agent (the Transfer Agent”), which expressions shall also include any successors appointed in accordance with Section 27 of this Agreement; and

(iv) Deutsche International Corporate Services (Ireland) Limited, as Irish paying agent (the “Irish Paying Agent” and, together with the London Paying Agent and the Domestic Paying Agent, the “Paying Agents” and each individually, a “Paying Agent”) and European registrar (the “European Registrar” and, together with the Domestic Registrar, the “Registrars” and each a “Registrar”), which expressions shall include any successors appointed in accordance with Section 27 of this Agreement.

WHEREAS:

A. The Bank has established the Global Bank Note Program described in the Offering Circular, dated the date hereof (as such document may hereafter be amended, supplemented or replaced by the Bank, including the material incorporated therein by reference, the “Offering Circular”), which will be supplemented by one or more pricing supplements (each a “Supplement”) setting forth additional terms and conditions of Bank Notes, pursuant to which the Bank may from time to time issue up to US$20,000,000,000 (or the equivalent thereof in other currencies) aggregate principal amount (whether issued prior to or on or after the date hereof) at any one time outstanding of its Bank Notes (the “Notes”);

B. In connection with the Global Bank Note Program, the Bank entered into a Global Agency Agreement, dated as of November 8, 2000, which was amended and restated on March 31, 2004 (the “Existing Global Agency Agreement”), which Existing Global Agency Agreement the Bank wishes to amend and restate pursuant to Section 34 of such Existing Global Agency Agreement as hereinafter provided;

C. Pursuant to Section 34 of the Existing Global Agency Agreement, the Bank has determined that the amendment and restatement of the Existing Global Agency Agreement shall not have a material adverse effect on the Noteholders; and

D. The Offering Circular sets forth the duties and obligations of certain agents with respect to the Notes.

NOW, THEREFORE, in consideration of the premises, and of the mutual covenants, representations, warranties and agreements contained herein, the parties agree as follows:

SECTION 1. Definitions and Interpretation.

(a) The following terms shall have the following meanings:

“Agents” means the collective reference to the Paying Agents, the Registrars, the London Issuing Agent and the Transfer Agent;

“Authorized Representative” has the meaning assigned in Section 3(b) of this Agreement;

“Bearer Notes” means those Notes which are for the time being in bearer form;

“Business Day” means, unless otherwise specified in the applicable Pricing Supplement or Final Terms, a day that is both:

(a) a day (other than a Saturday or a Sunday) on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in The City of New York, Atlanta, Georgia and London; and

(b) either (i) in relation to Notes denominated in a Specified Currency other than Euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in the Principal Financial Center of the country of the relevant Specified Currency (if other than London or The City of New York) or (ii) in relation to Notes denominated in Euro, a day (other than a Saturday or a Sunday) on which the TARGET System or any successor thereto is open;

“Clearstream, Luxembourg” means Clearstream Banking, société anonyme or any successor thereto;

“Coupon” means an interest coupon attached on issue to any interest-bearing Definitive Bearer Note, such coupon being substantially in the form set out in Exhibit F hereto or in such other form as may be agreed among the parties hereto, and includes, where applicable, the Talon(s) appertaining thereto;

“Couponholders” means the several persons who are from time to time holders of Coupons;

“Defaulted Note” shall have the meaning ascribed thereto in Section 12(d) of this Agreement;

“Definitive Bearer Note” means a definitive Bearer Note substantially in the form set out in Exhibit E hereto or in such other form as may be agreed by the parties hereto, in each case issued or to be issued by the Bank pursuant to this Agreement in exchange for the whole or a part of a Permanent Bearer Global Note;

2

“Definitive Notes” means Definitive Bearer Notes and/or, as the context requires, Definitive Registered Notes;

“Definitive Registered Note” means a definitive Registered Note substantially in the form set out in Exhibit B hereto or in such other form as may be agreed by the parties hereto;

“Distribution Agent” means each of the entities appointed as agents from time to time pursuant to the Distribution Agreement and notice of whose appointment is given to the Agents;

“Distribution Agreement” means the agreement dated the date hereof among the Bank and the agents listed on Schedule 1 thereto concerning the sale of Notes to be issued by the Bank, and includes any amendment or supplement thereto;

“DTC” means The Depository Trust Company in New York, New York;

“DTC Global Note” means a Registered Global Note deposited with a custodian for, and registered in the name of a nominee of, DTC;

“DTC Letters of Representations” means the letters of representations among the Bank, the Domestic Paying Agent and DTC;

“Euro” means the currency introduced at the start of the third stage of European Economic and Monetary Union pursuant to the Treaty establishing the European Communities, as amended by the Treaty on European Union and the Treaty of Amsterdam;

“Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear System or any successor thereto;

“Euroclear/Clearstream, Luxembourg Global Note” means a Registered Global Note deposited with a common depositary for, and registered in the name of a nominee of, Euroclear and/or Clearstream, Luxembourg;

“Final Terms” means the final terms prepared by the Bank in relation to a particular Tranche of Notes (substantially in the form of Annex B to the Offering Circular) as a supplement to the Offering Circular;

“Global Note” means a Registered Global Note, a Temporary Bearer Global Note or a Permanent Bearer Global Note;

“Irish Stock Exchange” means the Irish Stock Exchange Limited or any other body to which its functions may be transferred.

“London Business Day” shall have the meaning ascribed thereto in Section 14(b) of this Agreement;

3

“Note Register” shall have the meaning ascribed thereto in Section 11(a) of this Agreement;

“Noteholders” means the several persons who are for the time being holders of outstanding Notes (being, in the case of any Bearer Note, the bearer thereof and, in the case of any Registered Note, the registered owner thereof as reflected in the Note Register), except that for so long as any of the Notes are represented by a Global Note, each person who is for the time being shown in the records of Euroclear and/or Clearstream, Luxembourg as the holder of a particular principal amount of such Notes (other than Clearstream, Luxembourg if Clearstream, Luxembourg shall be an account holder of Euroclear and other than Euroclear if Euroclear shall be an account holder of Clearstream, Luxembourg) (in which regard any certificate or other document issued by Euroclear and Clearstream, Luxembourg as to the principal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes except in the case of manifest error) shall be treated by the Bank and the Agents as a holder of such principal amount of such Notes for all purposes other than for the payment of principal, premium (if any) and interest on such Notes, the right to which shall be vested, as against the Bank and the Agents, solely in the bearer of the Global Note in accordance with and subject to its terms (and the expressions “Noteholder,” “holder of Notes” and related expressions shall be construed accordingly);

“Offering Circular” has the meaning assigned in the recitals to this Agreement;

“Optional Repayment Date” shall have the meaning ascribed thereto in Section 17(a) of this Agreement;

“Original Issue Date” means, with respect to any Note, the original date of issue of such Note, being in the case of any Global Note, the date of issue of the Registered Global Note, Temporary Bearer Global Note or Permanent Bearer Global Note, as the case may be, which initially represented such Note;

“Outstanding” means, at any particular time, all Notes theretofore issued other than:

(1) those which have been redeemed in full in accordance with their terms and with this Agreement;

(2) those with respect to which the redemption date in accordance with their terms has occurred and the redemption monies therefor (including any premium and all interest (if any) accrued thereon to the redemption date and any interest (if any) payable after such date) have been duly paid to or deposited to the account of a Paying Agent as provided herein (and, where appropriate, notice has been given to the Noteholders in accordance with the terms thereof and Section 18) and remain available for payment;

(3) those which have become void in accordance with their terms;

(4) those which have been canceled;

(5) those mutilated or defaced Notes which have been surrendered in exchange for replacement Notes in accordance with their terms;

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(6)(for the purposes only of determining the aggregate principal amount of Notes outstanding and without prejudice to the status of any Note for any other purpose) those Notes alleged to have been lost, stolen or destroyed and with respect to which replacement Notes have been issued in accordance with their terms; and

(7) Temporary Bearer Global Notes to the extent that they shall have been duly exchanged for Permanent Bearer Global Notes or Definitive Bearer Notes, Permanent Bearer Global Notes to the extent that they shall have been duly exchanged for Definitive Bearer Notes or Registered Global Notes, Definitive Bearer Notes to the extent that they shall have been duly exchanged for Registered Global Notes, and Registered Global Notes to the extent that they shall have been duly exchanged for Definitive Registered Notes, in each case pursuant to their respective terms;

“Partly Paid Notes” means Notes the issue price of which is payable in two or more installments;

“Payment Time” shall have the meaning ascribed thereto in Section 13(a) of this Agreement;

“Permanent Bearer Global Note” means a global Bearer Note substantially in the form set out in Exhibit D hereto or in such other form as may be agreed by the parties hereto, in each case comprising Notes issued or to be issued by the Bank in exchange for the whole, but not the part, of a Temporary Bearer Global Note;

“Pricing Supplement” means the pricing supplement prepared by the Bank in relation to a particular Tranche of Notes (substantially in the form of Annex A to the Offering Circular) as a supplement to the Offering Circular;

“Principal Financial Center” means (i) the capital city of the country issuing the Specified Currency or (ii) the capital city of the country to which the Designated LIBOR Currency, if applicable, relates, except, in each case, that with respect to U.S. Dollars, Australian dollars, Canadian dollars, euros, South African rand and Swiss francs, the “Principal Financial Center” shall be The City of New York, Sydney, Toronto, The City of London (solely in the case of the Designated LIBOR Currency (as defined in Exhibit K hereto)), Johannesburg and Zurich, respectively.

“Procedures Memorandum” means the Administrative Procedures attached as an exhibit to the Distribution Agreement;

“Program” means the Global Bank Note Program described in the Offering Circular;

“Prospectus Directive” means Directive 2003/71/EC of the European Parliament and of the Council of November 4, 2003.

“Receipt” means a receipt attached on issue to a Definitive Bearer Note redeemable in installments for the payment of installments of principal, such receipt being substantially in the form set out in Exhibit H hereto or in such other form as may be agreed by the parties hereto;

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“Registered Global Note” means a global Registered Note substantially in the form set out in Exhibit A hereto or in such other form as may be agreed by the parties hereto;

“Registered Note” means a Registered Global Note and/or, as the context requires, a Definitive Registered Note;

“RNS” means the Irish Stock Exchange’s Regulatory News Service.

“Series” means all Notes which are denominated in the same currency and which have the same Stated Maturity Date, interest payment basis and Interest Payment Dates, if any, (all as indicated in the applicable Pricing Supplement or Final Terms) and the terms of which, except for the Original Issue Date and/or the issue price (each as indicated as aforesaid), are otherwise identical, including whether the Notes are listed, quoted and/or traded on a particular securities exchange;

“Stock Exchange” means the Irish Stock Exchange or any other stock exchange(s), competent listing authority and/or quotation system on which any Notes may from time to time be listed, quoted and/or traded and reference in this Agreement to the “relevant Stock Exchange” shall, in relation to any Notes, be reference to the Stock Exchange on which such Notes are from time to time, or will be, listed, quoted and/or traded;

“Talons” means the talons, if any, for further Coupons appertaining to an interest-bearing Definitive Bearer Note, each such talon being substantially in the form set out in Exhibit G hereto or in such other form as may be agreed by the parties hereto;

“TARGET System” means the Trans-European Automated Real-Time Gross Settlement Express Transfer System, or any successor thereto;

“Temporary Bearer Global Note” means a global Bearer Note substantially in the form set out in Exhibit C hereto or in such other form as may be agreed by the parties hereto;

“Tranche” means all Notes of the same Series with the same Original Issue Date and the same issue price; and

“US$” and “U.S. Dollars” means the lawful currency for the time being of the United States.

(b) Terms and expressions defined in the Notes and the Offering Circular shall have the same meanings in this Agreement, except where the context requires otherwise.

(c) Any references to Notes shall, unless the context otherwise requires, include any Temporary Bearer Global Notes, Permanent Bearer Global Notes, Registered Global Notes, Definitive Bearer Notes and Definitive Registered Notes.

(d) The Existing Global Agency Agreement shall be amended and restated as set forth in this Agreement. Any Notes issued on or after the date of this Agreement shall be issued pursuant to this Agreement. Any Notes of the Bank issued prior to the date of this Agreement under the Existing Global Agency Agreement or any other agency agreement shall, in each case, continue to be governed by the agency agreement under which they were issued.

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SECTION 2. Appointment of Agents.

(a) Deutsche Bank Trust Company Americas is hereby appointed as agent of the Bank, to act as Domestic Registrar and Domestic Paying Agent for purposes specified in this Agreement and all matters incidental thereto, including, inter alia, completing, authenticating and issuing Notes, upon the terms and subject to the conditions specified herein and in the Notes.

(b) Deutsche Bank AG, London Branch is hereby appointed as agent of the Bank, to act as London Paying Agent, London Issuing Agent and Transfer Agent for the purposes specified in this Agreement and all matters incidental thereto, including, inter alia, completing, authenticating and issuing Notes, upon the terms and subject to the conditions specified herein and in the Notes.

(c) Deutsche International Corporate Services (Ireland) Limited is hereby appointed, as agent of the Bank, to act as European Registrar and Irish Paying Agent for the purposes specified in this Agreement and all matters incidental thereto, including, in its capacity as European Registrar, authenticating Notes, upon the terms and subject to the conditions specified herein and in the Notes.

(d) Each of the Agents shall have the powers and authority granted to and conferred upon them, specifically, in the Notes and hereunder to act on behalf of the Bank and such further powers and authority to act on behalf of the Bank as may be mutually agreed upon in writing.

(e) The obligations of the Agents shall be several, but not joint.

(f) Pursuant to the Amended and Restated Interest Calculation Agency Agreement set forth in Exhibit I hereto, Deutsche Bank Trust Company Americas has been appointed Calculation Agent, for the purpose of calculating any variable interest rates or other bases for determining the payment of interest, premium or principal with respect to the Notes from time to time pursuant to the Amended and Restated Interest Calculation Agency Agreement. Pursuant to the Exchange Rate Agency Agreement set forth in Exhibit J hereto, Deutsche Bank AG, London Branch, has been appointed Exchange Rate Agent, for the purpose of determining exchanges of currencies of such payments from time to time pursuant to the Exchange Rate Agency Agreement.

Notwithstanding the foregoing, the Bank may appoint a different Calculation Agent or Exchange Agent for any Series of Notes (which may be the Bank or any affiliate thereof or a Distribution Agent purchasing such Notes or an affiliate thereof). The relevant Pricing Supplement or Final Terms, as the case may be, will set forth the name of the Calculation Agent or Exchange Agent, if any, for such Series.

SECTION 3. Supply of Notes; Authorized Representatives.

(a) The Bank shall from time to time deliver or cause to be delivered to each Registrar a supply of blank Registered Global Notes and to the London Issuing Agent a supply of blank Temporary Bearer Global Notes and Permanent Bearer Global Notes as the Bank

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shall determine. Each Note shall have been executed by the manual or facsimile signature of an Authorized Representative (as defined in Section 3(b)) of the Bank. Each Registrar or the London Issuing Agent, as the case may be, will acknowledge receipt of the Notes delivered to it and will hold such blank Notes in safekeeping in accordance with its customary practice and shall, as applicable, complete, authenticate and deliver such Notes in accordance with the provisions hereof.

(b) From time to time, the Bank shall provide each Registrar and the London Issuing Agent with a certificate executed by an officer of the Bank certifying the incumbency and specimen signatures of those officers of the Bank authorized to execute Notes on behalf of the Bank by manual or facsimile signature and to give instructions and notices on behalf of the Bank hereunder (each an “Authorized Representative” and collectively, the “Authorized Representatives”). Until the applicable Registrar or the London Issuing Agent receives a subsequent certificate, such Registrar and the London Issuing Agent shall be entitled to conclusively rely on the last such certificate delivered to them for the purposes of determining the identities of Authorized Representatives of the Bank. Any Note bearing the manual or facsimile signatures of persons who are Authorized Representatives of the Bank on the date such signatures are affixed shall bind the Bank after the completion, authentication and delivery thereof by the applicable Registrar or the London Issuing Agent, as the case may be, notwithstanding that such persons shall have ceased to hold office on the date such Note is so completed, authenticated and delivered by the applicable Registrar or the London Issuing Agent, as the case may be.

SECTION 4. Issuance Instructions.

All instructions regarding the completion, authentication and delivery of Notes shall be given by an Authorized Representative by facsimile transmission or by other acceptable written means in accordance with the Procedures Memorandum. In addition, the Distribution Agent who has arranged to purchase or procure the purchase of Notes from the Bank shall notify the London Issuing Agent or the applicable Registrar, as the case may be, by facsimile transmission or by other acceptable written means no later than 3:00 p.m. London time, in the case of the London Issuing Agent or the European Registrar, and no later than 3:00 p.m. New York City time, in the case of the Domestic Registrar, three Business Days prior to the proposed issue date, that payment by the Distribution Agent to the Bank of the purchase price of any Note has been or will be duly made and (if applicable) of details of the securities account to which payment is to be made.

SECTION 5. Issue of Registered Global Notes.

(a) Upon (x) receipt of instructions from an Authorized Representative in accordance with Section 4 hereof and the Procedures Memorandum regarding the completion, authentication and delivery of one or more Registered Global Notes or (y) the occurrence of any event which pursuant to the terms of a Permanent Bearer Global Note or Definitive Bearer Note(s) requires the issuance of a Registered Global Note, the Domestic Registrar (in the case of DTC Global Notes) or the European Registrar (in the case of Euroclear/Clearstream, Luxembourg Global Notes) shall cause to be withdrawn from safekeeping the necessary and applicable

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Registered Global Note(s) and, in accordance with such written instructions, shall:

(i) complete such Registered Global Note(s);

(ii) attach the relevant Pricing Supplement or Final Terms, as the case may be, as supplied by the Bank;

(iii) register such Registered Global Note(s) in the name of Cede & Co., or another nominee of DTC, and/or in the name of a nominee of Euroclear and/or Clearstream, Luxembourg, as specified in such instructions;

(iv) authenticate such Registered Global Note(s); and

(v) (A) deliver, in accordance with the Procedures Memorandum, such Registered Global Note(s) to a custodian of DTC in accordance with such instructions against receipt from the custodian of confirmation that such custodian is holding the Registered Global Note(s) so delivered in safe custody for the account of DTC and instruct DTC to credit the Notes represented by such Registered Global Note(s), unless otherwise agreed in writing between the Domestic Registrar and the Bank, to the Domestic Registrar’s participant account at DTC; and/or

(B) deliver, in accordance with the Procedures Memorandum, such Registered Global Note(s) to the specified common depositary of Euroclear and Clearstream, Luxembourg in accordance with such instructions against receipt from the common depositary of confirmation that such common depositary is holding the Registered Global Note(s) so delivered in safe custody for the account of Euroclear and/or Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) to credit the Notes represented by such Registered Global Note(s), unless otherwise agreed in writing between the European Registrar and the Bank, to the London Issuing Agent’s distribution account; and/or

(C) deliver, in accordance with the Procedures Memorandum, such Registered Global Note(s) to the specified common depositary of Euroclear and Clearstream, Luxembourg in exchange for such Permanent Bearer Global Note or Definitive Bearer Note against receipt from the common depositary of confirmation that such common depositary is holding the Registered Global Note(s) in safe custody for the account of Euroclear and/or Clearstream, Luxembourg in accordance with the terms of the relevant letters of undertaking among such common depositary and Euroclear and/or Clearstream, Luxembourg;

provided, that instructions regarding the completion and authentication of such Note(s) are received by the applicable Registrar in accordance with the Procedures Memorandum.

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(b) The Domestic Registrar shall provide DTC, and the European Registrar shall provide Euroclear and/or Clearstream, Luxembourg, with such notifications, instructions or other information to be given by the Domestic Registrar or the European Registrar, as the case may be, to DTC, Euroclear and/or Clearstream, Luxembourg as may be required by this Agreement and the DTC Letters of Representations.

SECTION 6. Issue of Temporary Bearer Global Notes.

(a) Upon receipt of instructions from an Authorized Representative in accordance with Section 4 hereof and the Procedures Memorandum regarding the completion, authentication and delivery of one or more Temporary Bearer Global Notes, the London Issuing Agent shall cause to be withdrawn from safekeeping the necessary and applicable Temporary Bearer Global Note and, in accordance with such written instructions, shall:

(i) complete such Temporary Bearer Global Notes(s);

(ii) attach the relevant Pricing Supplement or Final Terms, as the case may be, as supplied by the Bank;

(iii) authenticate such Temporary Bearer Global Note(s); and

(iv) deliver, in accordance with the Procedures Memorandum, such Temporary Bearer Global Note(s) to the specified common depositary of Euroclear and Clearstream, Luxembourg in accordance with such instructions against receipt from the common depositary of confirmation that such common depositary is holding the Temporary Bearer Global Note(s) in safe custody for the account of Euroclear and/or Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) to credit the Notes represented by such Temporary Bearer Global Note(s), unless otherwise agreed in writing between the London Issuing Agent and the Bank, to the London Issuing Agent’s distribution account;

provided, that instructions regarding the completion and authentication of such Note(s) are received by the London Issuing Agent in accordance with the Procedures Memorandum.

(b) The London Issuing Agent shall provide Euroclear and/or Clearstream, Luxembourg with such notifications, instructions or other information to be given by the London Issuing Agent to Euroclear and/or Clearstream, Luxembourg as may be required.

SECTION 7. Issue of Permanent Bearer Global Notes.

(a) Upon the occurrence of any event which pursuant to the terms of a Temporary Bearer Global Note requires the issue of a Permanent Bearer Global Note, the London Issuing Agent shall cause to be withdrawn from safekeeping the necessary and applicable Permanent Bearer Global Note and, in accordance with the terms of the Temporary Bearer Global Note, shall:

(i) complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note;

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(ii) attach the relevant Pricing Supplement, or Final Terms, as the case may be, as supplied by the Bank;

(iii) authenticate such Permanent Bearer Global Note; and

(iv) deliver, in accordance with the Procedures Memorandum, such Permanent Bearer Global Note to the specified common depositary that is holding the Temporary Bearer Global Note for the time being on behalf of Euroclear and/or Clearstream, Luxembourg in exchange for such Temporary Bearer Global Note against receipt from the common depositary of confirmation that such common depositary is holding the Permanent Bearer Global Note in safe custody for the account of Euroclear and/or Clearstream, Luxembourg.

(b) The London Issuing Agent shall provide Euroclear and/or Clearstream, Luxembourg with such notifications, instructions or other information to be given by the London Issuing Agent to Euroclear and/or Clearstream, Luxembourg as may be required.

SECTION 8. Issue of Definitive Bearer Notes.

(a) Upon notice from Euroclear or Clearstream, Luxembourg pursuant to the terms of a Permanent Bearer Global Note requiring the issue of one or more Definitive Bearer Notes in exchange for the Permanent Bearer Global Note, the London Issuing Agent shall cause to be withdrawn from safekeeping the necessary and applicable Definitive Bearer Note(s) and, in accordance with the terms of the Permanent Bearer Global Note, shall:

(i) complete, if applicable, an equal aggregate principal amount of Definitive Bearer Notes of authorized denominations and of like tenor and with identical terms as the Permanent Bearer Global Note in accordance with the terms of the Permanent Bearer Global Note;

(ii) cause the European Registrar to authenticate such Definitive Bearer Note(s); and

(iii) deliver in accordance with the Procedures Memorandum, such Definitive Bearer Note(s) to or to the order of Euroclear and/or Clearstream, Luxembourg in exchange for such Permanent Bearer Global Note.

The London Issuing Agent shall notify the Bank forthwith upon receipt of a request for the issuance of Definitive Bearer Note(s) in accordance with the provisions of a Permanent Bearer Global Note.

(b) The Bank shall deliver to the London Issuing Agent, pursuant to a request for the issue of Definitive Bearer Notes under the terms of the relevant Permanent Bearer Global Note, a sufficient number of Definitive Bearer Notes (with, if applicable, Receipts, Coupons and Talons attached) executed by an Authorized Representative to enable the London Issuing Agent to comply with its obligations under this Section 8.

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SECTION 9. Issue of Definitive Registered Notes.

(a) Definitive Registered Notes shall be issued only if permitted by applicable law and (i) in the case of a DTC Global Note, DTC notifies the Bank that it is unwilling or unable to continue as depositary for the DTC Global Note or DTC ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, if so required by applicable law or regulation, and, in either case, a successor depositary is not appointed by the Bank within 90 days after receiving such notice or becoming aware that DTC is no longer so registered, (ii) in the case of any other Registered Global Note, if the clearing system(s) through which it is cleared and settled is closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention to cease business permanently or does in fact do so, (iii) the Bank in its discretion elects to issue Definitive Registered Notes or (iv) after the occurrence of an Event of Default with respect to any Registered Global Note, the beneficial owners representing a majority in principal amount of such Registered Global Note advise the relevant clearing system through its participants to cease acting as depositary for such Registered Global Note.

(b) Upon the occurrence of any event specified in Section 9(a) which pursuant to the terms of a Registered Global Note requires the issue of Definitive Registered Notes in exchange for the Registered Global Note, the applicable Registrar shall cause to be withdrawn from safekeeping the necessary and applicable Definitive Registered Note(s) and, in accordance with the terms of the Registered Global Note, shall:

(i) complete an equal aggregate principal amount of Definitive Registered Note(s) of authorized denominations and of like tenor with identical terms as the Registered Global Note in accordance with the terms of the Registered Global Note;

(ii) register such Definitive Registered Notes in the name or names of such persons as the relevant clearing system shall instruct the applicable Registrar in writing;

(iii) authenticate such Definitive Registered Notes; and

(iv) deliver such Definitive Registered Notes to the relevant clearing system or pursuant to such clearing system’s written instructions in exchange for such Registered Global Note.

(c) The Bank shall deliver to the applicable Registrar, upon the occurrence of any event specified in Section 9(a) which pursuant to the terms of a Registered Global Note requires the issue of Definitive Registered Notes, a sufficient number of Definitive Registered Notes executed by an Authorized Representative to enable such Registrar to comply with its obligations under this Section 9.

SECTION 10. Exchanges.

(a) Upon any exchange of a Temporary Bearer Global Note in whole, but not in part, for an interest in a Permanent Bearer Global Note or for Definitive Bearer Notes, as the case may be, the London Issuing Agent shall cancel or arrange for cancellation such Temporary Bearer Global Note. Upon any exchange of a Permanent Bearer Global Note for Definitive Bearer Notes,

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the Permanent Bearer Global Note shall be endorsed to reflect the reduction of its principal amount by the aggregate principal amount so exchanged. Until exchanged in full, the holder of an interest in any Permanent Bearer Global Note shall in all respects be entitled to the same benefits as the holder of Notes, Receipts, Coupons and Talons authenticated and delivered hereunder, except as set forth herein or therein. The London Issuing Agent is hereby authorized on behalf of the Bank (i) to endorse or to arrange for the endorsement of the relevant Permanent Bearer Global Notes to reflect the reduction in the principal amount represented thereby by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the principal amount represented thereby, and in either case, to sign in the relevant space on the relevant Permanent Bearer Global Note recording such exchange or increase and (ii) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Permanent Bearer Global Note.

(b) Upon any exchange of a Permanent Bearer Global Note in whole, but not in part, for an interest in a Registered Global Note, the London Issuing Agent shall cancel or arrange for cancellation of such Permanent Bearer Global Note. Upon any exchange of all or a portion of an interest in a Permanent Bearer Global Note for an interest in a Registered Global Note, the Permanent Bearer Global Note shall be endorsed to reflect the reduction of its principal amount by the aggregate principal amount so exchanged. Until exchanged in full, the holder of an interest in any Permanent Bearer Global Note shall in all respects be entitled to the same benefits as the holder of Notes, Receipts, Coupons and Talons authenticated and delivered hereunder, except as set forth herein or therein. The London Issuing Agent is hereby authorized on behalf of the Bank (i) to endorse or to arrange for the endorsement of the relevant Permanent Bearer Global Note to reflect the reduction in the principal amount represented thereby by the amount so exchanged and, if appropriate, to endorse a Registered Global Note to reflect any increase in the principal amount represented thereby, and in either case, to sign in the relevant space on the relevant Permanent Bearer Global Note or Registered Global Note, as the case may be, recording such exchange or increase and (ii) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Permanent Bearer Global Note.

SECTION 11. Note Register; Registration, Transfer and Exchange; Persons Deemed Owners.

(a) The Domestic Registrar, as registrar for the Registered Notes, shall maintain at its principal office at Deutsche Bank Trust Company Americas, 60 Wall Street – 27th Floor, New York, New York 10005, or such other location as may be agreed from time to time, the note register (the “Note Register”). The term “Note Register” shall mean the definitive register in which shall be recorded the names, addresses and taxpayer identification numbers of the holders of Registered Notes, the serial and CUSIP numbers (or Common Code/ISIN Numbers, as the case may be) of the Registered Notes, the Original Issue Dates thereof and details with respect to the transfer and exchange of Registered Notes.

(b) Upon surrender for the purpose of registration of transfer at the offices of the Domestic Registrar, the Transfer Agent or any other transfer agent maintained for that purpose of any Registered Note, accompanied by a written instrument of transfer in form satisfactory to the Domestic Registrar, the Transfer Agent or such transfer agent, executed by the registered holder, in person or by such holder’s attorney thereunto duly authorized in writing, such Registered Note shall be transferred upon the Note Register and the Domestic Registrar shall complete, authenticate and deliver, in the name of the designated transferee or transferees, one or

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more new Registered Notes of authorized denominations, of an equal aggregate principal amount and of like tenor with identical terms and provisions; provided, however, that Registered Notes may be delivered for the purpose of registration of transfer by mail at the risk and expense of the transferor. Transfers and exchanges of Registered Notes shall be subject to such restrictions as shall be set forth herein and in the text of the Notes and such reasonable regulations as may be prescribed by the Bank. Successive registrations and registrations of transfers as aforesaid may be made from time to time as desired, and each such registration shall be noted on the Note Register.

(c) Notwithstanding anything to the contrary contained in Section 11(b), if the Notes of any Series are for the time being represented by both a DTC Global Note and a Euroclear/Clearstream, Luxembourg Global Note and an authorized representative of DTC presents the DTC Global Note to the Domestic Registrar, the Transfer Agent or any other transfer agent maintained for that purpose, accompanied by a written instrument of transfer in form satisfactory to the Domestic Registrar, the Transfer Agent or such transfer agent, executed by DTC or by DTC’s attorney thereunto duly authorized in writing, for the purpose of registration of transfer of all or any portion of such DTC’s interest in such DTC Global Note to Euroclear and/or Clearstream, Luxembourg, such DTC Global Note or the relevant interest therein shall be transferred upon the Note Register, and the Domestic Registrar shall endorse the DTC Global Note to reflect the reduction of its principal amount by the aggregate principal amount so transferred and the appropriate Euroclear/Clearstream, Luxembourg Global Note shall be endorsed by the European Registrar to reflect the increase of its principal amount by the aggregate principal amount so transferred. The applicable Registrar is hereby authorized on behalf of the Bank (i) to endorse or to arrange for the endorsement of the relevant DTC Global Note to reflect the reduction in the principal amount represented thereby by the amount so transferred and to endorse the appropriate Euroclear/Clearstream, Luxembourg Global Note to reflect the increase in the principal amount represented thereby by the amount so transferred and, in either case, to sign in the relevant space on the relevant Note recording such reduction or increase and (ii) in the case of a total exchange, to cancel or arrange for the cancellation of the DTC Global Note.

(d) Notwithstanding anything to the contrary contained in Section 11(b), if the Notes of any series for the time being represented by both a DTC Global Note and a Euroclear/Clearstream, Luxembourg Global Note and an authorized representative of Euroclear or Clearstream, Luxembourg presents the Euroclear/Clearstream, Luxembourg Global Note to the European Registrar, the Transfer Agent or any other transfer agent maintained for that purpose, accompanied by a written instrument of transfer in form satisfactory to the European Registrar or, the Transfer Agent or such transfer agent, executed by Euroclear or Clearstream, Luxembourg, as the case may be, or by Euroclear’s or Clearstream, Luxembourg’s attorney thereunto duly authorized in writing, for the purpose of registration of transfer of all or any portion of Euroclear’s or Clearstream, Luxembourg’s interest in such Euroclear/Clearstream, Luxembourg Global Note to DTC, such Euroclear/Clearstream, Luxembourg Global Note or the relevant interest therein shall be transferred upon the Note Register, and the European Registrar shall endorse the Euroclear/Clearstream, Luxembourg Global Note to reflect the reduction of its principal amount by the aggregate principal amount so transferred and the appropriate DTC Global Note shall be endorsed by the Domestic Registrar to reflect the increase of its principal amount by the aggregate principal amount

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so transferred. The applicable Registrar is hereby authorized on behalf of the Bank (i) to endorse or to arrange for the endorsement of the relevant Euroclear/Clearstream, Luxembourg Global Note to reflect the reduction in the principal amount represented thereby by the amount so transferred and to endorse the appropriate DTC Global Note to reflect the increase in the principal amount represented thereby by the amount so transferred and, in either case, to sign in the relevant space on the relevant Note recording such reduction or increase and (ii) in the case of a total exchange, to cancel or arrange the cancellation of the Euroclear/Clearstream, Luxembourg Global Note.

(e) At the option of the holder of a Registered Note, such Registered Note may be exchanged for other Registered Notes of any authorized denominations of an equal aggregate principal amount and of like tenor with identical terms and provisions, upon surrender of the Registered Note to be exchanged at the offices of the applicable Registrar, the Transfer Agent or any other transfer agent maintained for that purpose. Whenever any Registered Notes are so surrendered for exchange, the applicable Registrar shall complete, authenticate and deliver the Registered Notes which the holder of the Registered Note making the exchange is entitled to receive. Except as provided in Section 9, owners of beneficial interest in a Registered Global Note shall not be entitled to have Notes registered in their names, shall not receive or be entitled to receive physical delivery of Definitive Registered Notes and shall not be considered the owners or holders thereof under this Agreement.

(f) Notwithstanding the foregoing, neither the Domestic Registrar, the European Registrar, the Transfer Agent nor any other transfer agent maintained for that purpose shall register the transfer or exchange of (i) any Registered Note that has been called for redemption in whole or in part, except the unredeemed portion of any Registered Note being redeemed in part, (ii) any Registered Note during the period beginning at the opening of business 15 days before the mailing of a notice of such redemption and ending at the close of business on the day of such mailing, or (iii) any Registered Global Note if the Registrar, the Transfer Agent or such transfer agent learn that such proposed transfer or exchange would violate any legend contained on the face of such Registered Global Note.

(g) All Registered Notes issued upon any registration of transfer or exchange of Registered Notes shall be valid obligations of the Bank, evidencing the same debt, and entitled to the same benefits as the Registered Notes surrendered upon such registration of transfer or exchange.

(h) No service charge shall be made to a holder of Registered Notes for any transfer or exchange of Registered Notes, but the applicable Registrar or any Agent, as the case may be, may require payment of a sum sufficient to cover any stamp or other tax, duty, assessment or governmental charge that may be imposed in connection therewith.

(i) The Bank and the Agents and any agent of the Bank or the Agents may treat the holder in whose name a Registered Note is registered as the owner of such Registered Note for all purposes, whether or not such Registered Note be overdue, and neither the Bank, the Agents, nor any such agent shall be affected by notice to the contrary except as required by applicable law.

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(j) The Bank and Agents and any agent of the Bank or the Agents may treat the holder of a Bearer Note as the owner of such Bearer Note for all purposes, whether or not such Bearer Note be overdue, and neither the Bank, the Agents nor any such agent shall be affected by notice to the contrary except as required by law.

SECTION 12. Terms of Issue.

(a) The applicable Registrar and the London Issuing Agent shall ensure that all Notes delivered to and held by it under this Agreement are issued only in authorized denominations and otherwise in accordance with the instructions received by it.

(b) Subject to the procedures set out in the Procedures Memorandum, the applicable Registrar and the London Issuing Agent shall be entitled to treat a telex or facsimile communication from a person purporting to be an Authorized Representative as sufficient instructions and authority of the Bank for the applicable Registrar and the London Issuing Agent to act in accordance with Section 12(a).

(c) Unless otherwise agreed in writing between the Bank and the applicable Registrar or London Issuing Agent, as applicable, each Note credited to the applicable Registrar’s or London Issuing Agent’s account with DTC, Euroclear or Clearstream, Luxembourg following the delivery of a Registered Global Note to a custodian of DTC or a common depositary for Euroclear and Clearstream, Luxembourg in accordance with clause (v) of Section 5(a) or the delivery of a Temporary Bearer Global Note to a common depositary for Euroclear and Clearstream, Luxembourg in accordance with clause (iv) of Section 6(a), as the case may be, shall be held to the order of the Bank. The applicable Registrar or London Issuing Agent, as applicable, shall ensure that the principal amount of Notes which the relevant purchaser has agreed to purchase is:

(i) debited from the applicable Registrar’s or London Issuing Agent’s account; and

(ii) credited to the account of such purchaser with DTC or Euroclear or Clearstream, Luxembourg, as the case may be;

in each case only upon receipt by the applicable Registrar or London Issuing Agent on behalf of the Bank of the full purchase price due from the relevant purchaser with respect to such Notes.

(d) If on the relevant settlement date the purchaser does not pay the full purchase price due from it with respect to any Note (the “Defaulted Note”) and, as a result, the Defaulted Note remains in the applicable Registrar’s or London Issuing Agent’s account with DTC or Euroclear and/or Clearstream, Luxembourg after such settlement date, the applicable Registrar or London Issuing Agent shall continue to hold the Defaulted Note to the order of the Bank. The applicable Registrar or London Issuing Agent shall notify the Bank forthwith of the failure of the purchaser to pay the full purchase price due from it with respect to any Defaulted Note and shall subsequently, unless otherwise instructed by the Bank, cancel or arrange the cancellation of such Defaulted Note.

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(e) In the event of an issue of Notes which is to be listed, quoted and/or traded on a Stock Exchange, subject to timely receipt of issuance instructions from the Bank in accordance with the terms of the Procedures Memorandum, the London Paying Agent shall promptly, and in any event prior to the settlement date with respect to such issue, send the Pricing Supplement or Final Terms, as the case may be, with respect to such Notes to the relevant listing agent. The Agents shall take such actions as may be requested from time to time in writing by the Bank or the relevant listing agent to permit the Notes, if applicable, to be listed, quoted and/or traded on such Stock Exchange.

(f) The Procedures Memorandum shall not be amended by the Bank without the prior written approval of the relevant Agent or Agents, as applicable.

SECTION 13. Payments.

(a) The Domestic Paying Agent (in the case of Registered Global Notes issued through DTC and Definitive Registered Notes) or the London Paying Agent (in the case of Registered Global Notes issued through Euroclear or Clearstream, Luxembourg, Temporary Bearer Global Notes, Permanent Bearer Global Notes and Definitive Bearer Notes) shall advise the Bank not later than five Business Days prior to the date on which any payment is to be made to the Domestic Paying Agent or the London Paying Agent, as the case may be, pursuant to this Section 13(a), of the total amount of any principal of premium, if any, and interest due on Notes on any Interest Payment Date or any maturity date or date of redemption or repayment and the Bank shall (i) before 10:00 a.m. (local time) on the second Business Day prior to the date on which any payment with respect to any Notes becomes due, confirm to the Domestic Paying Agent or the London Paying Agent, as the case may be, by facsimile or by other means acceptable to the Bank and reasonably acceptable to the Domestic Paying Agent or the London Paying Agent, as the case may be, that it has given instructions for the transfer of the relevant funds to the Domestic Paying Agent or the London Paying Agent, as the case may be, and the name and account of the bank through which such payment is being made and provide details of the person or department in such bank to which communications to such bank should be addressed and (ii) not later than the Payment Time (as defined below) on the Business Day on which any payment with respect to any Notes becomes due, transfer to an account specified by the Domestic Paying Agent or the London Paying Agent, as the case may be, such amount in the relevant currency as shall be sufficient for the purposes of such payment in funds settled through such payment system as the Domestic Paying Agent or the London Paying Agent, as the case may be, and the Bank may agree. As used in this subsection (a), the term “Payment Time” means 10:00 a.m. local time or, in the case of a payment in Euro, Brussels. For the purposes of this Section 13, all payments made to the Domestic Paying Agent or the London Paying Agent shall be transmitted by the Bank’s principal office (or such other office as designated by the Bank).

(b) Subject to the Domestic Paying Agent or the London Paying Agent, as the case may be, being satisfied in its sole reasonable discretion that payment will be duly made as provided in Section 13(a), the relevant Paying Agent may, but shall not be required to, pay or cause to be paid all amounts due with respect to the Notes on behalf of the Bank in the manner provided in the Notes. If any payment provided for in Section 13(a) is made late but otherwise in accordance with the provisions of this Agreement, each Paying Agent shall nevertheless make payments with respect to the Notes as aforesaid following actual receipt by it of such payment.

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(c) If for any reason the Domestic Paying Agent or the London Paying Agent, as the case may be, considers in its sole reasonable discretion that the amounts to be received by the Domestic Paying Agent or the London Paying Agent, as the case may be, pursuant to Section 13(a) will be, or the amounts actually received by it pursuant thereto are, insufficient to satisfy all claims with respect to all payments then falling due with respect to the Notes, the Domestic Paying Agent or the London Paying Agent, as the case may be, shall then forthwith notify the Bank of such insufficiency and, until such time as the Domestic Paying Agent or the London Paying Agent, as the case may be, has received the full amount of all such payments in available funds, no Paying Agent shall be obligated to pay any such claims.

SECTION 14. Determination and Notifications with respect to Notes.

(a) The London Paying Agent shall prepare and deliver such monthly reports as may be required in connection with Outstanding Series of Notes to the Bank of England and the Ministry of Finance of Japan and, if agreed between the Bank and the London Paying Agent, shall take all necessary action to comply with such other reporting requirements of any competent authority in respect of any relevant currency as it may be directed, in writing, from time to time with respect to Notes Outstanding hereunder.

(b) For purposes of monitoring the aggregate principal amount of Notes Outstanding at any time under the Program, the Exchange Rate Agent shall determine the U.S. Dollar equivalent of the principal amount of each Series of Notes denominated in another currency, each Series of Dual Currency Notes, each Series of Indexed Notes, each Series of Zero Coupon Notes and each Series of Partly Paid Notes as follows:

(i) the U.S. Dollar equivalent of Notes denominated in a currency other than U.S. Dollars shall be determined by the Exchange Rate Agent as of 2:30 p.m., New York time, on the Original Issue Date for such Notes by reference to the spot rate for U.S. Dollars against the Specified Currency provided to the Exchange Rate Agent by the Bank or, if such spot rate is not so provided on a timely basis, by reference to the Exchange Rate Agent’s middle market spot rate for U.S. Dollars against the Specified Currency on the London Business Day immediately preceding the date on which the Exchange Rate Agent receives the Bank’s instruction to determine the amount of Notes Outstanding;

(ii) the U.S. Dollar equivalent of Dual Currency Notes and Indexed Notes shall be determined by the Exchange Rate Agent in the manner specified in clause (i) above by reference to the original principal amount of such Notes;

(iii) the principal amount of Zero Coupon Notes and any other Notes issued at a substantial discount from the principal amount thereof shall be deemed to be the U.S. Dollar equivalent, determined in the manner specified in clause (i) above, of the net proceeds received by the Bank for the relevant issue; and

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(iv) the U.S. Dollar equivalent of Partly Paid Notes shall be determined by the Exchange Rate Agent in the manner specified in clause (i) above by reference to the principal amount thereof regardless of the amount of money paid up on such Notes.

The Exchange Rate Agent shall promptly notify the Bank and the Paying Agents of each determination made as aforesaid. As used in this Section 14(b), “London Business Day” means any day (other than a Saturday or a Sunday) on which commercial banks and foreign exchange markets settle payments in London.

SECTION 15. Notice of any Withholding or Deduction.

If the Bank is, with respect to any payments, compelled to withhold or deduct any amount for or on account of taxes, duties, assessments or governmental charges as specifically contemplated under the terms of the Notes, the Bank shall give notice thereof to each Paying Agent and the applicable Registrar, if applicable, as soon as it becomes aware of the requirement to make such withholding or deduction and shall give to each Paying Agent and the applicable Registrar, if applicable, such information as such Paying Agent or the applicable Registrar, as the case may be, shall require to enable them to comply with such requirement.

SECTION 16. Redemption of Notes.

(a) If any Notes are to be redeemed prior to their Stated Maturity Date in accordance with their terms, the Bank shall notify the Agents not more than 75 nor less than 45 days prior to the relevant redemption date of the Bank’s election to redeem such Notes in whole or in part in increments of US$1,000 or the equivalent thereof in other currencies, or as otherwise provided in the applicable Note or required by applicable laws and regulations for currencies other than the U.S. Dollar. Any remaining principal amount of Notes redeemed in part shall be at least US$100,000, or the equivalent thereof in other currencies (subject, in the case of Notes subject to the requirements of the Prospectus Directive, to such amount being at least €50,000), or as otherwise provided in the applicable Note or required by the applicable laws and regulations for currencies other than the U.S. Dollar.

(b) Whenever less than all the Notes at any time outstanding are to be redeemed, the terms of the Notes to be so redeemed shall be selected by the Bank. If less than all the Notes with identical terms at any time outstanding are to be redeemed, the Notes to be so redeemed shall be selected by the applicable Registrar by lot or in any usual manner approved by it. The applicable Registrar shall promptly notify the Bank in writing of the Notes selected for redemption and, in the case of Notes selected for partial redemption, the principal amount thereof to be redeemed.

(c) Unless otherwise specified in the applicable Note, notice of redemption shall be given by the applicable Registrar, a Paying Agent or the London Issuing Agent, as designated in the particular instance by the Bank, at the Bank’s expense, not more than 60 nor less than 30 calendar days prior to the redemption date to each holder of a Note to be redeemed. Notices in respect of Registered Notes to be redeemed shall be given by first-class mail, postage prepaid, to each holder’s address appearing in the Note Register. In the case of Bearer Notes to be redeemed, the London Issuing Agent (or the Bank, in the case of Bearer Notes listed on a Stock Exchange) shall publish the notice required in connection with any such redemption, pursuant to

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Section 18, and shall at the same time also publish a separate list of serial numbers of any Notes previously selected and not presented for redemption. All notices of redemption shall identify the Notes to be redeemed (including CUSIP, Common Code and ISIN numbers), the date fixed for redemption, the redemption price, the manner in which redemption will be effected and, in the case of a partial redemption, the serial numbers (and principal amounts) of the Notes to be redeemed.

(d) Notice of redemption having been given as described above, the Notes so to be redeemed shall, on the redemption date, become due and payable at the redemption price specified in such Notes, and upon payment by the Bank of the full redemption price specified in such Notes, from and after such redemption date such Notes shall cease to bear interest. Upon surrender of any such Notes for redemption in accordance with such notice, the relevant Paying Agent shall pay or cause to be paid such Notes at the redemption price specified in such Notes, together with unpaid interest accrued on such Notes at the applicable rate borne by such Notes to, but excluding, the redemption date.

(e) Any Registered Note or Definitive Bearer Note which is to be redeemed only in part shall be surrendered to the applicable Registrar or the London Issuing Agent, respectively, and the applicable Registrar or the London Issuing Agent, as the case may be, shall complete, authenticate and deliver to a holder of such Note, without service charge, a new Registered Note or Definitive Bearer Note of any authorized denomination as requested by such holder, in an aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Note so surrendered.

SECTION 17. Repayment of Notes.

(a) In order for any Note, in accordance with its terms, to be repaid in whole or in part at the option of the holder thereof, such Note must be delivered by the holder thereof, with the form entitled “Option to Elect Repayment” (set forth in such Note) duly completed, to the relevant Paying Agent at the address set forth in such form or at such place or places of which the Bank shall from time to time notify the holders of the Notes not more than 60 nor less than 30 days prior to the date fixed for the repayment of such Notes (the “Optional Repayment Date”).

(b) Upon surrender of any Note for repayment in accordance with the provisions set forth above and in such Note, the Note to be repaid shall, on the Optional Repayment Date, become due and payable, and the relevant Paying Agent shall pay or cause to be paid such Note on the Optional Repayment Date at a price, unless otherwise specified in such Note, equal to 100% of the principal amount thereof, together with accrued interest to, but excluding, the Optional Repayment Date.

(c) If less than the entire principal amount of any Note is to be repaid, the holder thereof shall specify the portion thereof (which shall be in increments of US$1,000 or the equivalent thereof in other currencies, or as otherwise provided in the applicable Note or required by the applicable laws and regulations for currencies other than the U.S. Dollar) which such holder elects to have repaid and shall surrender such Note to the relevant Paying Agent. The London Issuing Agent or the applicable Registrar, as the case may be, shall complete, authenticate and deliver to the holder of such Note, without service charge, a new Note or Notes in an aggregate

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principal amount equal to and in exchange for the unrepaid portion of the principal of the Note so surrendered and in such denominations as shall be specified by such holder which shall be at least US$100,000 or an integral multiple of US$1,000 in excess thereof, or the equivalent in other currencies (subject, in the case of Notes subject to the requirements of the Prospectus Directive, to such amount being at least €50,000), or as otherwise provided, in the applicable Note or required by the applicable laws and regulations for currencies other than the U.S. Dollar.

SECTION 18. Notices to Holders.

(a) On behalf of and at the request and expense of the Bank, the applicable Registrar or, in the case of the Notes issued by the London Issuing Agent, the London Issuing Agent, shall give or cause to be given all notices required to be given by the Bank in accordance with the Notes.

(b) All notices with respect to Registered Notes shall be mailed by the Domestic Registrar by first-class mail, postage prepaid, to the holders thereof at their addresses appearing in the Note Register. In addition, so long and to the extent that the rules of the Irish Stock Exchange require publication of such notice, all notices regarding Registered Notes that are listed on the Irish Stock Exchange will be published by the Bank on the RNS at www.ise.ie.

(c) All notices with respect to Bearer Notes shall be given to the London Issuing Agent not later than five business days prior to any publication date, and shall be published by the London Issuing Agent in one leading English language daily newspaper with circulation in London or, if that is not possible, one other English language newspaper with general circulation in Europe as the Bank shall decide and, if directed by the Bank in writing, the London Issuing Agent shall, in accordance with such direction, also publish notices in a manner that complies with the rules and regulations of any Stock Exchange on which such Bearer Notes are then listed, quoted and/or traded. Any such notice shall be deemed to have been given on the date of the first publication.

All notices with respect to Bearer Notes listed on the Irish Stock Exchange shall be published by the Bank (or an agent of the Bank), so long the rules of the Irish Stock Exchange so permit, in a leading English language daily newspaper with general circulation in Ireland (which is expected to be the Irish Times) or, if such publication is not practicable, one other English language newspaper with general circulation in Europe as the Bank shall decide; provided, however, so long as the rules of the Irish Stock Exchange so permit, all notices regarding Bearer Notes listed on the Irish Stock Exchange will be published only on the RNS at www.ise.ie.

(d) Notwithstanding any contrary provision contained in this Agreement, until such time as any Definitive Bearer Notes are issued, the London Issuing Agent may, so long as Temporary Bearer Global Notes or Permanent Bearer Global Notes are held in their entirety on behalf of Euroclear and Clearstream, Luxembourg or such other clearing system, substitute for such publication required by Section 18(c) the delivery of the relevant notice to Euroclear and Clearstream, Luxembourg and such other clearing system for communication by them to the beneficial owners of interests in the Temporary Bearer Global Notes and Permanent Bearer

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Global Notes; provided, however, that, so long as the rules of any Stock Exchange so require and if so directed in writing by the Bank, such publication will nevertheless be made as described in Section 18(c) in respect of Bearer Notes listed on such Stock Exchange. Any such notice shall be deemed to have been given to the beneficial owners of interests in the Temporary Bearer Global Notes and Permanent Bearer Global Notes on the seventh day after the day on which said notice was given to Euroclear and/or Clearstream, Luxembourg and/or such other clearing system.

SECTION 19. Cancellation of Notes, Receipts, Coupons and Talons.

(a) All Notes which are purchased by or on behalf of the Bank, together (in the case of Definitive Bearer Notes) with all unmatured Receipts, Coupons or Talons (if any) attached thereto or surrendered therewith, may, at the election of the Bank, be canceled by the Bank. Where any Notes, Receipts, Coupons or Talons are purchased and canceled as aforesaid, the Bank shall make sure that all relevant details are promptly given to the applicable Paying Agent and that all Notes, Receipts, Coupons or Talons so canceled are delivered to the applicable Paying Agent. All Notes which are redeemed, all Receipts or Coupons which are paid and all Talons which are exchanged shall be canceled by the Paying Agent by which they are redeemed, paid or exchanged. Each of the Paying Agents shall give to the applicable Registrar written details of all payments made by it and shall deliver a certificate of destruction for all canceled Notes, Receipts, Coupons and Talons to the applicable Registrar or to any Paying Agent authorized from time to time in writing by the applicable Registrar to accept delivery of canceled Notes, Receipts, Coupons and Talons.

(b) A certificate stating:

(i) the aggregate principal amount of Notes which have been redeemed and the aggregate amount paid in respect thereof;

(ii) the number of Notes canceled, together (in the case of Definitive Bearer Notes) with details of all unmatured Receipts, Coupons or Talons (if any) attached thereto or delivered therewith;

(iii) the aggregate amount paid with respect to interest on the Notes;

(iv) the total number by maturity date of Receipts, Coupons and Talons so canceled; and

(v)(in the case of Definitive Bearer Notes) the serial numbers of such Notes,

shall be given to the Bank by the applicable Paying Agent as soon as reasonably practicable and in any event within three months after the date of such repayment or, as the case may be, payment or exchange.

(c) Subject to being duly notified in due time, the applicable Paying Agent shall give a certificate to the Bank, within three months of the date of purchase and cancellation of Notes as aforesaid, stating:

(i) the principal amount of Notes so purchased and canceled;

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(ii) the serial numbers of such Notes; and

(iii) the total number by maturity date of the Receipts, Coupons and Talons (if any) appertaining thereto and surrendered therewith or attached thereto.

(d) The applicable Paying Agent shall destroy (in accordance with its customary procedures) all canceled Notes, Receipts, Coupons and Talons (unless otherwise previously instructed by the Bank) and, forthwith upon destruction, furnish the Bank with a certificate of the serial numbers of the Notes and the number by maturity date of Receipts, Coupons and Talons so destroyed.

(e) Without prejudice to its obligations pursuant to Section 19(b), the applicable Paying Agent shall keep a full and complete record of all Notes, Receipts, Coupons and Talons (other than serial numbers of Coupons, except those which have been replaced pursuant to Section 20) and of all replacement Notes, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, Coupons or Talons. The applicable Paying Agent shall at all reasonable times make such record available to the Bank and any person authorized by the Bank for inspection and for the taking of copies thereof or extracts therefrom.

(f) All records and certificates made or given pursuant to this Section 19 and Section 20 shall make a distinction between Notes, Receipts, Coupons and Talons of each Series and Tranche, as appropriate.

SECTION 20. Issue of Replacement Notes, Receipts, Coupons and Talons.

(a) The Bank will cause a sufficient quantity of additional forms of Notes, Receipts, Coupons and Talons to be available, upon request, to the London Issuing Agent (in the case of Temporary Bearer Global Notes, Permanent Bearer Global Notes, Receipts, Coupons and Talons) and to the applicable Registrar (in the case of Registered Global Notes) at their specified office for the purpose of issuing replacement Notes, Receipts, Coupons and Talons as provided below.

(b) The London Issuing Agent or the applicable Registrar will, subject to and in accordance with the terms of the Notes and the following provisions of this Section 20, cause to be delivered any replacement Notes, Receipts, Coupons and Talons which the Bank may determine to issue in place of Notes, Receipts, Coupons and Talons which have been lost, stolen, mutilated, defaced or destroyed.

(c) In the case of a mutilated or defaced Note, the London Issuing Agent or the applicable Registrar shall ensure that (unless otherwise covered by such indemnity as the Bank may require) any replacement Note will only have attached to it Receipts, Coupons and Talons corresponding to those (if any) attached to the mutilated or defaced Note which is presented for replacement.

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(d) Neither the London Issuing Agent nor the applicable Registrar shall issue any replacement Note, Receipt, Coupon or Talon unless and until the applicant therefor shall have:

(i) paid such costs as may be incurred in connection therewith;

(ii) furnished it with such evidence (including evidence as to the serial number of such Note, Receipt, Coupon or Talon) and indemnity (which may include a bank guarantee) as the Bank and the applicable Registrar or the London Issuing Agent, as the case may be, may require; and

(iii) in the case of any mutilated or defaced Note, Receipt, Coupon or Talon, surrendered the same to the applicable Registrar or the London Issuing Agent, as the case may be.

(e) The applicable Registrar or the London Issuing Agent, as the case may be, shall cancel any mutilated or defaced Notes, Receipts, Coupons and Talons with respect to which replacement Notes, Receipts, Coupons and Talons have been issued pursuant to this Section 20 and shall furnish the Bank with a certificate stating the serial numbers of the Notes, Receipts, Coupons and Talons so canceled and, unless otherwise instructed by the Bank in writing, shall destroy (in accordance with its customary procedures) such canceled Notes, Receipts, Coupons and Talons and furnish the Bank with a destruction certificate containing the information specified in Section 19(c).

(f) The applicable Registrar or the London Issuing Agent, as the case may be, shall, on issuing any replacement Note, Receipt, Coupon or Talon, forthwith inform the Bank and the Paying Agents of the serial number of such replacement Note, Receipt, Coupon or Talon issued and (if known) of the serial number of the Note, Receipt, Coupon or Talon in place of which such replacement Note, Receipt, Coupon or Talon has been issued. Whenever replacement Receipts, Coupons or Talons are issued pursuant to the provisions of this Section 20, the London Issuing Agent shall also notify the Paying Agents of the maturity dates of the lost, stolen, mutilated, defaced or destroyed Receipts, Coupons or Talons and of the replacement Receipts, Coupons or Talons issued.

(g) The applicable Registrar shall keep a full and complete record of all replacement Notes, Receipts, Coupons and Talons issued and shall make such record available at all reasonable times to the Bank and any persons authorized by the Bank for inspection and for the taking of copies thereof or extracts therefrom.

(h) Whenever any Definitive Bearer Note, Receipt, Coupon or Talon for which a replacement Note, Receipt, Coupon or Talon has been issued and with respect to which the serial number is known is presented to any of the Paying Agents for payment, the relevant Paying Agent shall immediately send notice thereof to the Bank and the applicable Registrar.

SECTION 21. Copies of This Agreement, the Offering Circular, Each Pricing Supplement and Each Final Terms Available for Inspection.

The Paying Agents shall, for as long as any Note remains outstanding, hold copies of this Agreement, the Offering Circular (as amended or supplemented from time to time), each Pricing Supplement and each Final Terms (except that a Pricing Supplement

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relating to unlisted Notes will only be available for inspection by a holder of such a Note upon production of evidence satisfactory to the relevant Paying Agent as to the identity of such holder), the Bank’s Articles of Incorporation and By-Laws, as amended or restated, and any documents incorporated by reference into the Offering Circular available for inspection during normal business hours. For this purpose, the Bank shall furnish the Paying Agents with sufficient copies of each of such documents.

SECTION 22. Commissions and Expenses.

The Bank shall pay to the Agents such fees and commissions as the Bank and each of the Agents may separately agree from time to time in writing with respect to the services of the Agents hereunder together with any reasonable and properly documented expenses (including legal fees and expenses, insurance costs, printing, postage, tax, cable and advertising expenses) incurred by the Agents in connection with their said services. Nothing in this Agreement shall obligate the Agents to take any action which would involve any such expenses, unless and until such Agent shall have received payment in respect thereof. At the request of the Agents, the parties to this Agreement may, from time to time during the continuance of this Agreement review the commissions agreed initially pursuant to this Section 22 with a view to determining whether the parties can mutually agree upon any changes to such commissions.

SECTION 23. Indemnity.

(a) The Bank shall indemnify each of the Agents (which for purposes of this Section 23 shall include its officers, directors, employees and agents) against any direct losses, liabilities, costs, claims, actions, demands or expenses (including, but not limited to, all reasonable costs, charges and expenses (including counsel fees and expenses) paid or incurred in disputing or defending any of the foregoing) which it may incur or which may be made against any of the Agents as a result of or in connection with its appointment by the Bank or the exercise of its powers and duties hereunder or the Interest Calculation Agency Agreement, Exchange Rate Agency Agreement, or pursuant to instructions from the Bank, except such as may result from its own willful default, gross negligence or bad faith or that of its officers, directors or employees or the breach by it of the terms of this Agreement.

(b) The Agents shall not be liable for any action taken or omitted hereunder except for their own willful default, gross negligence or bad faith or that of their respective officers, directors or employees or the breach by any of them of the terms of this Agreement.

(c) The obligations of the Bank under this section shall survive the payment of the Notes, the resignation or removal of any Agent and the termination of this Agreement.

SECTION 24. Repayment by the Paying Agents.

(a) The relevant Paying Agent shall, forthwith on written demand, repay to the Bank sums equivalent to any amounts paid by the Bank to such Paying Agent for the payment of principal (and premium, if any) or interest with respect to any Registered Notes and remaining unclaimed at the end of two years after the principal of such Registered Notes shall have become due and payable (whether at the Stated Maturity Date or otherwise) and monies sufficient therefor shall have been duly made available for payment,

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provided that there is not any outstanding, bona fide and proper claim with respect to such amounts. Upon such repayment all liability of such Paying Agent with respect to such funds shall thereupon cease.

(b) Bearer Notes, Receipts and Coupons shall become void unless presented for payment within a period of two years from the date on which the related payment of principal or interest shall have become due and payable and monies sufficient therefor shall have been made available for payment. The relevant Paying Agent shall, forthwith on written demand, repay to the Bank sums equivalent to any amounts paid by the Bank to such Paying Agent for the payment of principal (premium, if any) or interest with respect to any such Bearer Note, Receipt or Coupon and remaining unclaimed when such Bearer Note, Receipt or Coupon becomes void and all liability with respect thereto shall thereupon cease.

SECTION 25. Conditions of Appointment.

(a) Each Agent shall be entitled to deal with money paid to it by the Bank for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:

(i) that it shall not exercise any right of set-off, lien or similar claim in respect thereof;

(ii) as provided in Section 25(b) below; and

(iii) that it shall not be liable to account to the Bank for any interest thereon except as otherwise agreed in writing between the Bank and an Agent.

(b) In acting hereunder and in connection with the Notes, the Agents shall act solely as agents of the Bank and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Receipts, Coupons or Talons, except that all funds held by the Paying Agents for payment to the Noteholders shall be held for the benefit of such holders or owners and applied as set forth herein, but need not be segregated from other funds except as required by law.

(c) The Agents hereby undertake to the Bank to perform such obligations and duties, and shall be obligated to perform such duties and only such duties, as are expressly stated herein, in the Notes, the Procedures Memorandum and any Pricing Supplement or Final Terms specifically set forth, and no implied duties or obligations shall be read into this Agreement, the Notes, the Procedures Memorandum or any Pricing Supplement or Final Terms against any of the Agents. In no event shall the Agents be liable for special, indirect or consequential loss or damages of any kind (including, but not limited to, lost profits).

(d) The Agents may consult with legal and other professional advisers of its selection and the opinion of such advisers, rendered in good faith, shall be full and complete protection with respect to any action taken, omitted or suffered hereunder in good faith in accordance with the opinion of such advisers.

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(e) Each of the Agents shall be protected and shall incur no liability for or with respect to any action taken, omitted or suffered in reliance upon any instruction, request or order from the Bank or any notice, resolution, direction, consent, certificate, affidavit, statement, cable, telex, facsimile or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent by an Authorized Representative.

(f) Any of the Agents and any of their officers, directors and employees may become the owner of, or acquire any interest in, any Notes, Receipts, Coupons or Talons with the same rights that it or he would have if such Agent(s) concerned were not appointed hereunder, and may engage or be interested in any financial or other transaction with the Bank and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Receipts, Coupons or Talons or in connection with any other obligations of the Bank as surely as if such Agent(s) were not appointed hereunder.

(g) To the extent permitted by law, each of the Agents shall be entitled to deem and treat the bearer of any Bearer Note as the absolute owner thereof.

SECTION 26. Communication Between the Parties.

A copy of all material notifications and communications relating to the subject matter of this Agreement between any Noteholders, Receiptholders or Couponholders and any of the Agents or any of the Registrars shall be sent to the Bank by the relevant Agent or the applicable Registrar, as the case may be.

SECTION 27. Changes in Agents.

(a) The Bank agrees that, until no Note is outstanding or until monies for the payment of all amounts with respect to all outstanding Notes have been made available to the Paying Agents (whichever is the later):

(i) so long as any Notes are listed, quoted and/or traded on any Stock Exchange, there will at all times be such paying, issuing, listing and other agents having a specified office in each location required by the rules and regulations of the relevant Stock Exchange including, so long as any Notes are listed on the Irish Stock Exchange, a Paying Agent and a listing agent having a specified office in Ireland;

(ii) there will at all times be a Paying Agent, a London Issuing Agent and a Transfer Agent with a specified office in a city in Europe unless, in respect of any Paying Agent, payments are permitted to be made in the United States and the Bank shall have appointed a Paying Agent in the United States; and

(iii) it will use all reasonable efforts to maintain a Paying Agent in a member state of the European Union that will not be obliged to withhold or deduct tax from payment in respect of the Notes pursuant to European Council Directive 2003/48/EC.

Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency, when it shall be of immediate effect) after not less than 30 nor more than 45 days’ prior notice thereof shall have been given to the Noteholders in accordance with Section 18, provided that no such variation, termination, appointment or change shall take effect (except in the case of insolvency) within 15 days before or after any Interest Payment Date.

27

(b) Subject to Section 27(a), the Bank may terminate the appointment of any Agent at any time and/or appoint one or more further relevant Agents by giving to the relevant Agent at least 45 days’ notice in writing to that effect.

(c) Subject to Section 27(a), all or any of the Paying Agents or the Transfer Agent may resign their respective appointments hereunder at any time by giving the Bank at least 45 days’ written notice to that effect, except that in the case of any Paying Agent, such resignation shall not take effect until the Bank has appointed a Paying Agent in a member state of the European Union that will not be obliged to withhold or deduct tax from payment in respect of such Notes pursuant to European Council Directive 2003/48/EC.

(d) The Bank agrees with each Agent that if, by the day falling 10 days before the expiry of any notice under the above clause, the Bank has not appointed a replacement agent, then the relevant Agent shall be entitled, on behalf of the Bank, to appoint in its place any reputable financial institution of good standing and the Bank shall not unreasonably object to such appointment. If the relevant Agent is unable to appoint a replacement agent, the relevant Agent may petition any court of competent jurisdiction for the appointment of a replacement agent.

(e) Prior to its resignation or removal becoming effective, the relevant Paying Agent, Registrar, London Issuing Agent or Transfer Agent:

(i) shall, in the case of a Paying Agent, forthwith transfer all monies held by it hereunder and the records referred to in Sections 11(a), 19(e) and 20(g) to the successor Paying Agent hereunder; and

(ii) shall be entitled to the payment by the Bank of its commissions and fees for the services theretofore rendered hereunder in accordance with the terms of Section 22.

(f) Upon its appointment becoming effective, any new Paying Agent, London Issuing Agent, Registrar or Transfer Agent shall, without further act, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as a Paying Agent, London Issuing Agent, Registrar or Transfer Agent, respectively, hereunder.

SECTION 28. Merger and Consolidation.

Any corporation into which any Agent may be merged, or any corporation with which any Agent may be consolidated, or any corporation resulting from any merger or consolidation to which any Agent shall be a party, or any corporation to which any Agent shall sell or otherwise transfer all or substantially all of the assets of such Agent shall, on the date when such merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Agent under this Agreement without the execution or filing of any paper or any further act on the part of the parties hereto, unless otherwise required by the Bank, and after the said effective date all references in this Agreement to such Agent shall be deemed to be references to such corporation.

28

Notice of any such merger, consolidation or transfer shall forthwith be given to the Bank by the relevant Agent.

SECTION 29. Notifications.

Following receipt of notice of resignation from any Agent and forthwith upon appointing a successor or other Agent, as the case may be, or on giving notice to terminate the appointment of any Agent, the Bank shall give or cause to be given not more than 45 days’ nor less than 30 days’ notice thereof to the Noteholders in accordance with Section 18.

SECTION 30. Change of Specified Office.

If any Agent determines to change its specified office it shall give to the Bank written notice of such determination giving the address of the new specified office, which shall be in the same city, and stating the date on which such change is to take effect, which shall not be less than 45 days thereafter. The Bank shall within 15 days of receipt of such notice (unless the appointment of the relevant Agent is to terminate pursuant to Section 27 on or prior to the date of such change) give or cause to be given not more than 45 days’ nor less than 30 days’ notice thereof to the Noteholders in accordance with Section 18.

SECTION 31. Notices.

Any notice or communication given to any party hereunder shall be sufficiently given or served if sent by facsimile transmission to the relevant number specified on the signature page hereof and, if so sent, shall be deemed to have been delivered upon transmission, provided such transmission is confirmed when an acknowledgment of receipt is received (in the case of facsimile transmission).

SECTION 32. Taxes and Stamp Duties.

The Bank agrees to pay any and all stamp and other documentary taxes or duties (other than any interest or penalties arising as a result of a failure by any other person to account promptly to the relevant authorities for any such duties or taxes after such person shall have received from the Bank the full amount payable in respect thereof) which may be payable in connection with the execution, delivery, performance and enforcement of this Agreement.

SECTION 33. Currency Indemnity.

If, under any applicable law and whether pursuant to a judgment being made or registered against the Bank or for any other reason, any payment under or in connection with this Agreement is made or is to be satisfied in a currency (the “other currency”) other than that in which the relevant payment is expressed to be due under this Agreement, the Bank shall arrange to supply the other currency to the relevant Agent, in accordance with the payment timeframes specified in Section 13(a) of this Agreement.

29

SECTION 34. Amendments.

(a) The Notes and any Talons, Receipts and Coupons attached to the Definitive Bearer Notes and this Agreement may be amended by the Bank (upon notice to the parties hereto):

(i) for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained therein or herein;

(ii) to make any further modifications of the terms of this Agreement necessary or desirable to allow for the issuance of any additional Notes (which modifications shall not be materially adverse to holders of outstanding Notes); or

(iii) in any manner which the Bank (and, in the case of this Agreement, the parties hereto) may deem necessary or desirable and which shall not materially adversely affect the interests of the holders of the Notes, Talons, Receipts and Coupons, to all of which each holder of Notes, Talons, Receipts and Coupons shall, by acceptance thereof, be deemed to have consented;

provided, however, that no such modification or amendment may, without the consent of the holder of each outstanding Note affected thereby, (1) change the Stated Maturity Date with respect to any Note or reduce or cancel the amount payable at maturity; (2) reduce the amount payable or modify the payment date for any interest with respect to any Note or vary the method of calculating the rate of interest with respect to any Note; (3) reduce any minimum interest rate and/or maximum interest rate with respect to any Note; (4) modify the currency in which payments under any Note and/or any Coupons appertaining thereto are to be made; (5) change the obligation of the Bank to pay Additional Amounts with respect to Notes, Talons, Receipts and Coupons; or (6) reduce the percentage in principal amount of outstanding Notes the consent of the holders of which is necessary to modify the provisions of the Notes or to waive any future compliance or past default. Any instrument given by or on behalf of any holder of a Note in connection with any consent to any such modification, amendment or waiver shall be irrevocable once given and shall be conclusive and binding on all subsequent holders of such Note. Any modifications, amendments or waivers to this Agreement or the provisions of the Notes, Talons, Receipts and Coupons shall be conclusive and binding on all holders of Notes, Talons, Receipts and Coupons, whether or not notation of such modifications, amendments or waivers is made upon the Notes, Receipts, Coupons and Talons. It will not be necessary for the consent of the holders of Notes to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof; provided that the Agents shall have no responsibility for preparing any summary or other notice of such substance to be provided to holders of Notes in connection with any amendment hereto.

SECTION 35. References to Additional Amounts.

All references in this Agreement to principal, premium and interest in respect of any Note shall, unless the context otherwise requires, be deemed to mean and include all Additional Amounts, if any, payable in respect thereof as set forth in such Note.

30

SECTION 36. Descriptive Headings.

The descriptive headings in this Agreement are for convenience of reference only and shall not define or limit the provisions hereof.

SECTION 37. Governing Law.

This Agreement is governed by, and shall be construed in accordance with, the laws of the State of New York, without regard to conflicts of laws principles thereof, and all applicable United States federal laws and regulations.

SECTION 38. Counterparts.

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

31

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

The Bank
SUNTRUST BANK
By: Name: Title:	/s/ Jerome T. Lienhard Jerome T. Lienhard Senior Vice President and Treasurer	SunTrust Bank 303 Peachtree Street, N.E. Atlanta, Georgia 30308 Attention: Treasurer Telephone: (404) 581-1281 Facsimile: (404) 724-3749
		Together with a copy to:
		General Counsel SunTrust Bank 303 Peachtree Street, N.E. Atlanta, Georgia 30308 Mail Code: Georgia-Atlanta-0643 Facsimile Number: (404) 724-3550

The Domestic Registrar and Domestic Paying Agent
DEUTSCHE BANK TRUST COMPANY AMERICAS		DEUTSCHE BANK TRUST COMPANY AMERICAS
By:	Deutsche Bank National Trust Company	c/o Deutsche Bank National Trust Company Global Transaction Banking Trust & Securities Services 25 DeForest Avenue MS: 01-0105 Summit, New Jersey 07901 Telephone: (908) 608-3191 Facsimile: (732) 578-4635
By:	/s/ Yana Kalachikova
Name: Title:	Yana Kalachikova Assistant Vice President
By:	/s/ Irina Golovashchuk
Name:	Irina Golovashchuk
Title:	Assistant Vice President

The London Paying Agent, London Issuing Agent and Transfer Agent
DEUTSCHE BANK AG, LONDON BRANCH		DEUTSCHE BANK AG, LONDON BRANCH
By:	/s/ C. Rakestrow	Winchester House
Name: Title:	C. Rakestrow Vice President	1 Great Winchester Street London EC2N 2DB Attention: Trust and Securities Services Telephone: 44-207-545-8000 Facsimile: 44-207-547-3665
By:	/s/ Angeline Garvey
Name: Title:	Angeline Garvey Director

32

The European Registrar and Irish Paying Agent
DEUTSCHE INTERNATIONAL CORPORATE SERVICES (IRELAND) LIMITED		DEUTSCHE INTERNATIONAL CORPORATE SERVICES (IRELAND) LIMITED 5 Harbourmaster Place International Financial Services Centre Dublin 1, Ireland Attention: Corporate Services Telephone: 353-1-680-6000 Facsimile: 353-1-680-6050
By:	/s/ Eimir McGrath
Name:	Eimir McGrath
Title:
By:	/s/ Adrian Bailie
Name:	Adrian Bailie
Title:	Authorised Signatory

33

EXHIBIT A

FORM OF REGISTERED GLOBAL NOTE

[UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (THE “DEPOSITARY”) TO SUNTRUST BANK (THE “BANK”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS NOTE IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO.), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS NOTE IS A GLOBAL SECURITY AND, UNLESS AND UNTIL THIS NOTE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, IT MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY THE NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.]¹

[SUBORDINATED NOTE: THE OBLIGATION EVIDENCED BY THIS NOTE IS AN OBLIGATION OF SUNTRUST BANK (THE “BANK”) AND IS SUBORDINATED TO THE CLAIMS OF DEPOSITORS AND GENERAL CREDITORS OF THE BANK, IS INELIGIBLE AS COLLATERAL FOR A LOAN BY THE BANK AND IS NOT SECURED. THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (“FDIC”) OR ANY OTHER INSURER.]

[SENIOR NOTE: THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL OBLIGATION OF SUNTRUST BANK (THE “BANK”). THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL OTHER UNSECURED AND UNSUBORDINATED OBLIGATIONS OF THE BANK, EXCEPT OBLIGATIONS, INCLUDING ITS DEPOSIT LIABILITIES, THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW. THIS NOTE DOES NOT EVIDENCE A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (“FDIC”) OR ANY OTHER INSURER.]

THIS NOTE IS ISSUABLE ONLY IN MINIMUM DENOMINATIONS OF US$100,000 AND INTEGRAL MULTIPLES OF US$1,000 IN EXCESS THEREOF. EACH OWNER OF A BENEFICIAL INTEREST IN THIS NOTE IS REQUIRED TO HOLD A BENEFICIAL INTEREST OF US$100,000 PRINCIPAL AMOUNT OR ANY INTEGRAL MULTIPLE OF US$1,000 IN EXCESS THEREOF OF THIS NOTE AT ALL TIMES. NOTWITHSTANDING THE ABOVE, IF THIS NOTE IS SUBJECT TO THE REQUIREMENTS OF THE

¹ Delete in the case of all Registered Global Notes other than DTC Global Notes.

A-1

PROSPECTUS DIRECTIVE (DIRECTIVE 2003/71/EC OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF NOVEMBER 4, 2003), IT IS ISSUABLE, AND EACH OWNER OF A BENEFICIAL INTEREST IN THIS NOTE IS REQUIRED TO HOLD SUCH BENEFICIAL INTEREST, ONLY IN MINIMUM DENOMINATIONS OF THE GREATER OF US$100,000 OR €50,000 (OR THE EQUIVALENT THEREOF IN OTHER CURRENCIES).

BY ITS ACQUISITION OF THIS NOTE, EACH PURCHASER AND ANY SUBSEQUENT TRANSFEREE THEREOF WILL BE DEEMED TO REPRESENT, ON EACH DAY FROM THE DATE ON WHICH THE PURCHASER OR TRANSFEREE ACQUIRES ITS INTEREST IN THIS NOTE THROUGH AND INCLUDING THE DATE ON WHICH THE PURCHASER OR TRANSFEREE DISPOSES OF ITS INTEREST IN THIS NOTE, EITHER THAT (A) IT IS NOT AN, AND IT IS NOT USING THE ASSETS OF ANY, EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE UNITED STATES EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)), SUBJECT TO TITLE I OF ERISA, PLAN (AS DEFINED IN SECTION 4975(e)(1) OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)), A GOVERNMENTAL, NON–U.S. OR CHURCH PLAN THAT IS SUBJECT TO ANY OTHER FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (COLLECTIVELY, “SIMILAR LAWS”) OR ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE THE ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR PLAN, OR (B) ITS PURCHASE, HOLDING AND DISPOSITION OF THIS NOTE WILL NOT CONSTITUTE OR RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR, IN THE CASE OF A GOVERNMENTAL, NON-U.S. OR CHURCH PLAN, A VIOLATION OF ANY APPLICABLE SIMILAR LAWS) UNLESS AN EXEMPTION IS AVAILABLE WITH RESPECT TO SUCH TRANSACTIONS AND ALL OF THE CONDITIONS OF SUCH EXEMPTION HAVE BEEN SATISFIED.

[DISCOUNT NOTES: THIS NOTE IS ISSUED WITH “ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1273 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986 AS AMENDED. HOLDERS MAY CONTACT [            ] AT [            ] TO RECEIVE INFORMATION WITH RESPECT TO THE CALCULATION OF ORIGINAL ISSUE DISCOUNT.]

No. R-	REGISTERED
CUSIP No.:
ISIN No.:
Common Code:

A-2

SUNTRUST BANK

GLOBAL BANK NOTE

(Registered Global Note)

ORIGINAL ISSUE DATE:	PRINCIPAL AMOUNT:
	SPECIFIED CURRENCY:
MATURITY DATE:	¨ U.S. dollar
¨ FIXED RATE NOTE	¨ Other:
¨ FLOATING RATE NOTE

SUNTRUST BANK, a bank organized under the laws of the State of Georgia (the “Bank”), for value received, hereby promises to pay to [Cede & Co.], or registered assigns, the principal amount specified above as adjusted in accordance with Schedule 1 hereto, on the Maturity Date specified above (except to the extent redeemed or repaid prior to the Maturity Date) and to pay interest thereon (i) in accordance with the provisions set forth on the reverse hereof under the caption “Fixed Rate Interest Provisions,” if this Note is designated as a “Fixed Rate Note” above, or (ii) in accordance with the provisions set forth on the reverse hereof under the caption “Floating Rate Interest Provisions,” if this Note is designated as a “Floating Rate Note” above, in each case as such provisions may be modified or supplemented by the terms and provisions set forth in the Pricing Supplement or Final Terms attached hereto, as the case may be (the “Pricing Supplement”), and (to the extent that the payment of such interest shall be legally enforceable) to pay interest at the Default Rate per annum specified in the Pricing Supplement on any overdue principal and premium, if any, and on any overdue installment of interest. If no Default Rate is specified in the Pricing Supplement, the Default Rate shall be the Interest Rate on this Note specified in the Pricing Supplement. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the person in whose name this Note (or any predecessor Note) is registered at the close of business on the fifteenth calendar day (whether or not a Business Day (as defined on the reverse hereof)) next preceding the applicable Interest Payment Date (unless otherwise specified in the Pricing Supplement) (each, a “Regular Record Date”); provided, however, that interest payable at Maturity (as defined on the reverse hereof) will be payable to the person to whom principal shall be payable. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the holder as of the close of business on such Regular Record Date, and shall instead be payable to the person in whose name this Note (or any predecessor Note) is registered at the close of business on a special record date for the payment of such defaulted interest (the “Special Record Date”) to be fixed by the Domestic Registrar (as defined below), notice whereof shall be given by the Domestic Registrar to the holder of this Note not less than 15 calendar days prior to such Special Record Date.

This Note is one of a duly authorized issue of the Bank’s notes due from 7 days to 30 years or more from date of issue (the “Notes”). The Notes are issued in accordance with the Amended and Restated Global Agency Agreement, dated as of November 21, 2006 (the “Global Agency Agreement”), among the Bank and Deutsche Bank Trust Company Americas, as paying agent (the “Domestic Paying Agent”) and as domestic registrar (the “Domestic Registrar”), Deutsche Bank AG, London Branch, as paying agent (the “London Paying Agent”), issuing agent (the “London Issuing Agent”) and as transfer agent (the “Transfer Agent”), and Deutsche International Corporate Services (Ireland) Limited, as Irish paying agent (the “Irish Paying Agent” and, together with the

A-3

Domestic Paying Agent and the London Paying Agent, the “Paying Agents”, and, individually, a “Paying Agent”) and European Registrar (the “European Registrar” and, together with the Domestic Registrar, the “Registrars” and, each a “Registrar”). The terms Domestic Paying Agent, Domestic Registrar, London Paying Agent, London Issuing Agent, Transfer Agent, Irish Paying Agent and European Registrar shall include any additional or successor agents appointed in such capacities by the Bank.

The Bank shall cause to be kept at the office of the Domestic Registrar designated below a register (the register maintained in such office or any other office or agency of the Domestic Registrar, herein referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Bank shall provide for the registration of Notes issued in registered form and of transfers of such Notes. The Bank has initially appointed Deutsche Bank Trust Company Americas, acting through its principal office at 60 Wall Street, 27^th Floor, New York, New York 10005, as “Domestic Registrar” for the purpose of registering Notes issued in registered form and transfers of such Notes. The Bank reserves the right to rescind such designation at any time, and to transfer such function to another bank or financial institution.

The transfer of this Note is registrable in the Note Register, upon surrender of the Note for registration of transfer at the office or agency of the applicable Registrar or any transfer agent maintained for that purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the applicable Registrar (or such transfer agent) duly executed by, the holder hereof or its attorney duly authorized in writing.

Payment of principal of, and premium, if any, and interest on, this Note due at Maturity will be made in immediately available funds upon presentation and surrender of this Note at the office of a Paying Agent maintained for that purpose; provided, that this Note is presented to such Paying Agent in time for such Paying Agent to make such payment in accordance with its normal procedures. Payments of interest on this Note (other than at Maturity) will be made by wire transfer to such account as has been appropriately designated to a Paying Agent by the person entitled to such payments.

Reference is made to the further provisions of this Note set forth on the reverse hereof and in the Pricing Supplement, which further provisions shall for all purposes have the same effect as if set forth at this place. In the event of any conflict between the provisions contained herein or on the reverse hereof and the provisions contained in the Pricing Supplement attached hereto, the latter shall control. References herein to “this Note,” “hereof,” “herein” and comparable terms shall include the Pricing Supplement attached hereto.

Unless the certificate of authentication hereon has been executed by the applicable Registrar, by manual signature of an authorized signatory, this Note shall not be valid or obligatory for any purpose.

This Note shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflicts of law principles thereof, and all applicable United States federal laws and regulations.

A-4

IN WITNESS WHEREOF, the Bank has caused this Note to be duly executed.

SUNTRUST BANK

By:

Name:

Title:

Dated:

REGISTRAR’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes referred to in the within-mentioned Global Agency Agreement.

[DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Registrar

By:

Name:

Title:]

[DEUTSCHE INTERNATIONAL CORPORATE SERVICES (IRELAND) LIMITED, as Registrar

By:

Name:

Title:]

A-5

[ATTACH PRICING SUPPLEMENT]

A-6

[Reverse of Note]

[ATTACH REVERSE OF NOTE IN FORM

OF EXHIBIT K TO THE GLOBAL AGENCY AGREEMENT]

A-7

ABBREVIATIONS

The following abbreviations, when used in the inscription on the within Note, shall be construed as though they were written out in full according to applicable laws or regulations.

TEN COM	–    as tenants in common
TEN ENT	–    as tenants by the entireties
JT TEN	–    as joint tenants with right of survivorship and not as tenants in common
UNIF GIFT MIN ACT –		Custodian
	(Cust)	(Minor)

under Uniform Gifts to Minors Act

State

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

A-8

ASSIGNMENT

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

PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(Please print or typewrite name and address,

including postal zip code, of assignee)

the within Note and all rights thereunder, and hereby

irrevocably constitutes and appoints

to transfer said Note on the books of the Bank, with full power of substitution in the premises.

Dated:
	NOTICE: The signature to this assignment must correspond with the name as written upon the within Note in every particular, without alteration or enlargement or any change whatsoever.
Signature Guarantee
NOTICE: The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations, and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934.

A-9

Schedule 1

SCHEDULE OF TRANSFERS AND EXCHANGES

The following increases and decreases in the principal amount of this Note have been made:

Date of Transfer Increase (Decrease) in Principal
Amount of this Note Due to
Transfer Among Global Notes Principal Amount of this Note After Transfer Notation made by or on behalf of the Bank

A-10

EXHIBIT B

FORM OF DEFINITIVE REGISTERED NOTE

[SUBORDINATED NOTE: THE OBLIGATION EVIDENCED BY THIS NOTE IS AN OBLIGATION OF SUNTRUST BANK (THE “BANK”) AND IS SUBORDINATED TO THE CLAIMS OF DEPOSITORS AND GENERAL CREDITORS OF THE BANK, IS INELIGIBLE AS COLLATERAL FOR A LOAN BY THE BANK AND IS NOT SECURED. THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (“FDIC”) OR ANY OTHER INSURER.]

[SENIOR NOTE: THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL OBLIGATION OF SUNTRUST BANK (THE “BANK”). THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL OTHER UNSECURED AND UNSUBORDINATED OBLIGATIONS OF THE BANK, EXCEPT OBLIGATIONS, INCLUDING ITS DEPOSIT LIABILITIES, THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW. THIS NOTE DOES NOT EVIDENCE A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (“FDIC”) OR ANY OTHER INSURER.]

THIS NOTE IS ISSUABLE ONLY IN MINIMUM DENOMINATIONS OF US$100,000 AND INTEGRAL MULTIPLES OF US$1,000 IN EXCESS THEREOF. EACH OWNER OF A BENEFICIAL INTEREST IN THIS NOTE IS REQUIRED TO HOLD A BENEFICIAL INTEREST IN US$100,000 PRINCIPAL AMOUNT OR ANY INTEGRAL MULTIPLE OF US$1,000 IN EXCESS THEREOF OF THIS NOTE AT ALL TIMES. NOTWITHSTANDING THE ABOVE, IF THIS NOTE IS SUBJECT TO THE REQUIREMENTS OF THE PROSPECTUS DIRECTIVE (DIRECTIVE 2003/71/EC OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF NOVEMBER 4, 2003), IT IS ISSUABLE, AND EACH OWNER OF A BENEFICIAL INTEREST IN THIS NOTE IS REQUIRED TO HOLD SUCH BENEFICIAL INTEREST, ONLY IN MINIMUM DENOMINATIONS OF THE GREATER OF US$100,000 OR €50,000 (OR THE EQUIVALENT THEREOF IN OTHER CURRENCIES).

BY ITS ACQUISITION OF THIS NOTE, EACH PURCHASER AND ANY SUBSEQUENT TRANSFEREE THEREOF WILL BE DEEMED TO REPRESENT, ON EACH DAY FROM THE DATE ON WHICH THE PURCHASER OR TRANSFEREE ACQUIRES ITS INTEREST IN THIS NOTE THROUGH AND INCLUDING THE DATE ON WHICH THE PURCHASER OR TRANSFEREE DISPOSES OF ITS INTEREST IN THIS NOTE, EITHER THAT (A) IT IS NOT AN, AND IT IS NOT USING THE ASSETS OF ANY, EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE UNITED STATES EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)), SUBJECT TO TITLE I OF ERISA, PLAN (AS DEFINED IN SECTION 4975(e)(1) OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)), A GOVERNMENTAL, NON-U.S. OR CHURCH PLAN THAT IS SUBJECT TO ANY OTHER FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (COLLECTIVELY, “SIMILAR LAWS”) OR ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE THE ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR PLAN, OR (B) ITS PURCHASE, HOLDING AND DISPOSITION OF THIS NOTE WILL NOT CONSTITUTE OR RESULT IN A

B-1

PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR, IN THE CASE OF A GOVERNMENTAL, NON-U.S. OR CHURCH PLAN, A VIOLATION OF ANY APPLICABLE SIMILAR LAWS) UNLESS AN EXEMPTION IS AVAILABLE WITH RESPECT TO SUCH TRANSACTIONS AND ALL OF THE CONDITIONS OF SUCH EXEMPTION HAVE BEEN SATISFIED.

[DISCOUNT NOTES: THIS NOTE IS ISSUED WITH “ORIGINAL ISSUE DISCOUNT” FOR PURPOSES OF SECTION 1273 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED. HOLDERS MAY CONTACT [                    ] AT [                    ] TO RECEIVE INFORMATION WITH RESPECT TO THE CALCULATION OF ORIGINAL ISSUE DISCOUNT.]

No. R-	REGISTERED
CUSIP No.:
ISIN No.:
Common Code:

B-2

SUNTRUST BANK

BANK NOTE

(Definitive Registered Note)

ORIGINAL ISSUE DATE:   PRINCIPAL AMOUNT:   MATURITY DATE:           SPECIFIED CURRENCY:   ¨  U.S.dollar ¨  Other:   OPTION TO ELECT PAYMENT IN SPECIFIED CURRENCY (if Specified Currency is other than the United States dollar): ¨  Yes            ¨  No   AUTHORIZED DENOMINATIONS:   SPECIFIED CURRENCY:   INTEREST PAYMENT DATES:   ¨  FIXED RATE NOTE INTEREST RATE:         %   ¨  FLOATING RATE NOTE   INTEREST RATE DETERMINATION:   ¨  ISDA RATE         MARGIN (PLUS OR MINUS):         DESIGNATED MATURITY:         FLOATING RATE OPTION:         RESET DATE:   ¨  REFERENCE RATE DETERMINATION   INDEX MATURITY:   INITIAL INTEREST RATE:         % INTEREST RATE BASIS OR BASES:   IF LIBOR: ¨  LIBOR Moneyline Telerate Page: ¨  LIBOR Reuters Page:   IF CMT RATE:   Designated CMT         Moneyline Telerate Page: ¨  7051 ¨  7052        ¨  Weekly        ¨  Monthly   SPREAD (PLUS OR MINUS)   AND/OR SPREAD MULTIPLIER:   INTEREST RESET PERIOD:   INITIAL INTEREST RESET DATE:   INTEREST RESET DATES:   DESIGNATED LIBOR CURRENCY:   INTEREST CALCULATION:   ¨  Regular Floating Rate Note ¨  Floating Rate/Fixed Rate Note       Fixed Rate Commencement Date: Fixed Interest Rate: ¨  Inverse Floating Rate Note       Fixed Interest Rate: RECORD DATES (if other than the 15th calendar day (whether or not a Business Day) prior to each Interest Payment Date):   MAXIMUM INTEREST RATE:             %   MINIMUM INTEREST RATE:             %

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INITIAL REDEMPTION DATE:   INITIAL REDEMPTION PERCENTAGE:             %   ANNUAL REDEMPTION PERCENTAGE REDUCTION:   HOLDER’S OPTIONAL REPAYMENT DATE(S):   DAY COUNT CONVENTION ¨  30/360 for the period from and including          to but excluding         . ¨  Actual 360 for the period from and including          to but excluding         . ¨  Actual/Actual for the period from and including          to but excluding         . Actual/Actual (ISMA) for the period from and including                  to but excluding             .   If Actual/Actual (ISMA) Fixed Rate Day Count Convention:   Interest Commencement Date:   Determination Dates:   ¨  Other: BUSINESS DAY CONVENTION ¨  Floating Rate Convention ¨  Following Business Day Convention ¨  Modified Following Business Day Convention ¨  Preceding Business Day Convention   DEFAULT RATE:             %   EXCHANGE RATE AGENT:   CALCULATION AGENT (if other than Deutsche Bank Trust Company Americas):   ORIGINAL ISSUE DISCOUNT ¨  Yes ¨  No Total Amount of OID: Yield to Maturity: Initial Accrual Period: Issue Price:             %

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[INDEXED NOTES: Insert relevant provisions from Pricing Supplement.]

[AMORTIZING NOTES: Insert relevant provisions from Pricing Supplement.]

[DUAL CURRENCY NOTES: Insert relevant provisions from Pricing Supplement.]

[EXTENDIBLE NOTES: Insert relevant provisions from Pricing Supplement.]

[INSTALLMENT NOTES: Insert relevant provisions from Pricing Supplement.]

[PARTLY PAID NOTES: Insert relevant provisions from Pricing Supplement.]

[Insert other applicable general provisions from Pricing Supplement.]

REDENOMINATION (Yes/No): [if yes, insert details from Pricing Supplement.]

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SUNTRUST BANK, a bank organized under the laws of the State of Georgia the “Bank”), for value received, hereby promises to pay to             , or registered assigns, the principal amount specified above on the Maturity Date specified above (except to the extent redeemed or repaid prior to the Maturity Date) and to pay interest thereon (i) in accordance with the provisions set forth on the reverse hereof under the caption “Fixed Rate Interest Provisions,” if this Note is designated as a “Fixed Rate Note” above, or (ii) in accordance with the provisions set forth on the reverse hereof under the caption “Floating Rate Interest Provisions,” if this Note is designated as a “Floating Rate Note” above, and (to the extent that the payment of such interest shall be legally enforceable) to pay interest at the Default Rate per annum, specified above, on any overdue principal and premium, if any, and on any overdue installment of interest. If no Default Rate is specified in the Pricing Supplement, the Default Rate shall be the Interest Rate on this Note specified in the Pricing Supplement. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date specified above will be paid to the person in whose name this Note (or any predecessor Note) is registered at the close of business on the fifteenth calendar day (whether or not a Business Day (as defined on the reverse hereof)) next preceding the applicable Interest Payment Date, unless otherwise specified above (each, a “Regular Record Date”); provided, however, that interest payable at Maturity (as defined on the reverse hereof) will be payable to the person to whom principal shall be payable. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the holder as of the close of business on such Regular Record Date, and shall instead be payable to the person in whose name this Note (or any predecessor Note) is registered at the close of business on a special record date for the payment of such defaulted interest (the “Special Record Date”) to be fixed by the Domestic Registrar (as defined below), notice whereof shall be given by the Domestic Registrar to the holder of this Note not less than 15 calendar days prior to such Special Record Date.

This Note is one of a duly authorized issue of the Bank’s notes due from 7 days to 30 years or more from date of issue (the “Notes”). The Notes are issued and to be issued in accordance with an Amended and Restated Global Agency Agreement, dated as of November 21, 2006 (the “Global Agency Agreement”), among the Bank and Deutsche Bank Trust Company Americas, as paying agent (the “Domestic Paying Agent”) and as domestic registrar (the “Domestic Registrar”), Deutsche Bank AG, London Branch, as paying agent (the “London Paying Agent”), issuing agent (the “London Issuing Agent”) and as transfer agent (the “Transfer Agent”), and Deutsche International Corporate Services (Ireland) Limited as Irish paying agent (the “Irish Paying Agent”, together with the Domestic Paying Agent and the London Paying Agent, the “Paying Agents”, and, individually, a “Paying Agent”) and European registrar (the “European Registrar” and, together with the Domestic Registrar, the “Registrars” and, each, a “Registrar”). The terms Domestic Paying Agent, Domestic Registrar, London Paying Agent, London Issuing Agent, Transfer Agent, Irish Paying Agent and European Registrar shall include any additional or successor agents appointed in such capacities by the Bank.

The Bank shall cause to be kept at the office of the Domestic Registrar designated below a register (the register maintained in such office or any other office or agency of the Domestic Registrar, herein referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Bank shall provide for the registration of Notes issued in registered form and of transfers of such Notes. The Bank has initially appointed Deutsche Bank Trust Company Americas, acting through its principal office at 60 Wall Street, 27^th Floor, New York, New York 10005, as “Domestic Registrar” for the purpose of registering Notes issued in

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registered form and transfers of such Notes. The Bank reserves the right to rescind such designation at any time, and to transfer such function to another bank or financial institution.

The transfer of this Note is registrable in the Note Register, upon surrender of this Note for registration of transfer at the office or agency of the applicable Registrar or any transfer agent maintained for that purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the applicable Registrar (or such transfer agent) duly executed by the holder hereof or its attorney duly authorized in writing.

Payment of principal of and the premium, if any, and interest on, this Note due at Maturity will be made in immediately available funds upon presentation and surrender of this Note at the office of a Paying Agent maintained for that purpose; provided, that this Note is presented to such Paying Agent in time for such Paying Agent to make such payment in accordance with its normal procedures. Payments of interest on this Note (other than at Maturity) will be made by check mailed to the holder of this Note as of the Regular Record Date with respect to such Interest Payment Date at the address shown in the Note Register specified below, provided, however, that a holder of US$10,000,000 or more in aggregate principal amount (or the equivalent thereof in other currencies) of Notes (whether identical or different terms and provisions) shall be entitled to receive payments of interest, other than interest due at Maturity, by wire transfer of immediately available funds if appropriate written wire transfer instructions have been received by a Paying Agent not less than 16 days prior to the applicable Interest Payment Date.

Reference is hereby made to the further provisions of this Note 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 Domestic Registrar in the case this Note is issued through DTC or the European Registrar in the case this Note is issued only through Euroclear and/or Clearstream, Luxembourg, by manual signature of an authorized signatory, this Note shall not be valid or obligatory for any purpose.

This Note shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflicts of law principles thereof, and all applicable United States federal laws and regulations.

IN WITNESS WHEREOF, the Bank has caused this Note to be duly executed.

SUNTRUST BANK

By:

Name:

Title:

Dated:

REGISTRAR’S CERTIFICATE OF AUTHENTICATION

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This is one of the Notes referred to in the within-mentioned Global Agency Agreement.

[DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Registrar

By:

Name:

Title: ]

[DEUTSCHE INTERNATIONAL CORPORATE SERVICES (IRELAND) LIMITED,

as Registrar

By:

Name:

Title: ]

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[ATTACH PRICING SUPPLEMENT]

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[Reverse of Note]

[ATTACH REVERSE OF NOTE IN FORM

OF EXHIBIT K TO THE GLOBAL AGENCY AGREEMENT]

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ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of the within Note, shall be construed as though they were written out in full according to applicable laws or regulations.

TEN COM	–	as tenants in common
TEN ENT	–	as tenants by the entireties
JT TEN	–	as joint tenants with right of survivorship and not as tenants in common

UNIF GIFT MIN ACT –	Custodian
	(Cust)                            (Minor)

under Uniform Gifts to Minors Act

State

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

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ASSIGNMENT

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

PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(Please print or typewrite name and address,

including postal zip code, of assignee)

the within Note and all rights thereunder, and hereby

irrevocably constitutes and appoints

to transfer said Note on the books of the Bank, with full power of substitution in the premises.

Dated:
	NOTICE: The signature to this assignment must correspond with the name as written upon the within Note in every particular, without alteration or enlargement or any change whatsoever.
Signature Guarantee
NOTICE: The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations, and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934.

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EXHIBIT C

FORM OF TEMPORARY BEARER GLOBAL NOTE

[SUBORDINATED NOTE: THE OBLIGATION EVIDENCED BY THIS NOTE IS AN OBLIGATION OF SUNTRUST BANK (THE “BANK”) AND IS SUBORDINATED TO THE CLAIMS OF DEPOSITORS AND GENERAL CREDITORS OF THE BANK, IS INELIGIBLE AS COLLATERAL FOR A LOAN BY THE BANK AND IS NOT SECURED. THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (“FDIC”) OR ANY OTHER INSURER.]

[SENIOR NOTE: THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL OBLIGATION OF SUNTRUST BANK (THE “BANK”). THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL OTHER UNSECURED AND UNSUBORDINATED OBLIGATIONS OF THE BANK EXCEPT OBLIGATIONS, INCLUDING ITS DEPOSIT LIABILITIES, THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW. THIS NOTE DOES NOT EVIDENCE A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (“FDIC”) OR ANY OTHER INSURER.]

BY ITS ACQUISITION OF THIS NOTE, EACH PURCHASER AND ANY SUBSEQUENT TRANSFEREE THEREOF WILL BE DEEMED TO REPRESENT, ON EACH DAY FROM THE DATE ON WHICH THE PURCHASER OR TRANSFEREE ACQUIRES ITS INTEREST IN THIS NOTE THROUGH AND INCLUDING THE DATE ON WHICH THE PURCHASER OR TRANSFEREE DISPOSES OF ITS INTEREST IN THIS NOTE, EITHER THAT (A) IT IS NOT AN, AND IT IS NOT USING THE ASSETS OF ANY, EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE UNITED STATES EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)), SUBJECT TO TITLE I OF ERISA, PLAN (AS DEFINED IN SECTION 4975(e)(1) OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)), A GOVERNMENTAL, NON-U.S. OR CHURCH PLAN THAT IS SUBJECT TO ANY OTHER FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (COLLECTIVELY, “SIMILAR LAWS”) OR ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE THE ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR PLAN, OR (B) ITS PURCHASE, HOLDING AND DISPOSITION OF THIS NOTE WILL NOT CONSTITUTE OR RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR, IN THE CASE OF A GOVERNMENTAL, NON-U.S. OR CHURCH PLAN, A VIOLATION OF ANY APPLICABLE SIMILAR LAWS) UNLESS AN EXEMPTION IS AVAILABLE WITH RESPECT TO SUCH TRANSACTIONS AND ALL OF THE CONDITIONS OF SUCH EXEMPTION HAVE BEEN SATISFIED.

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.*

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IF THIS NOTE IS SUBJECT TO THE REQUIREMENTS OF THE PROSPECTUS DIRECTIVE (DIRECTIVE 2003/71/EC OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF NOVEMBER 4, 2003), IT IS ISSUABLE, AND EACH OWNER OF A BENEFICIAL INTEREST IN THIS NOTE IS REQUIRED TO HOLD SUCH BENEFICIAL INTEREST, ONLY IN MINIMUM DENOMINATIONS OF THE GREATER OF US$100,000 OR €50,000 (OR THE EQUIVALENT THEREOF IN OTHER CURRENCIES).^*

BY ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING FOR OR ON BEHALF OF A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).**

THIS NOTE IS A TEMPORARY BEARER GLOBAL NOTE. INTERESTS IN THIS TEMPORARY BEARER GLOBAL NOTE MAY NOT BE OFFERED OR SOLD TO A U.S. PERSON PRIOR TO THE EXPIRATION OF THE RESTRICTED PERIOD (SET FORTH HEREIN) EXCEPT IN CERTAIN LIMITED CIRCUMSTANCES.

No. B-	BEARER
ISIN No.:
Common Code:

* For Notes with a maturity at issuance of greater than 183 days.

** For Notes with a maturity at issuance of 183 days or less. Said Notes must be in minimum denominations of U.S.$500,000 or, if subject to the requirements of the Prospectus Directive, the greater of U.S.$500,000 or €50,000 (or, in each case, if in a different currency, the equivalent on the issue date).

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SUNTRUST BANK

GLOBAL BANK NOTE

(Temporary Bearer Global Note)

ORIGINAL ISSUE DATE:   PRINCIPAL AMOUNT:   MATURITY DATE:   SPECIFIED CURRENCY: ¨  U.S. dollar ¨  Other:   OPTION TO ELECT PAYMENT IN SPECIFIED CURRENCY (if Specified Currency is other than the United States dollar): ¨  Yes            ¨  No   AUTHORIZED DENOMINATIONS:   SPECIFIED CURRENCY:   INTEREST PAYMENT DATES:   ¨  FIXED RATE NOTE INTEREST RATE:             %   ¨  FLOATING RATE NOTE   INTEREST RATE DETERMINATION:   ¨  ISDA RATE   MARGIN (PLUS OR MINUS):   DESIGNATED MATURITY:   FLOATING RATE OPTION:   RESET DATE:   ¨  REFERENCE RATE DETERMINATION   INDEX MATURITY:   INITIAL INTEREST RATE:             % INTEREST RATE BASIS OR BASES:   IF LIBOR:   ¨  LIBOR Moneyline Telerate Page:   ¨  LIBOR Reuters Page:   IF CMT RATE:   Designated CMT Moneyline Telerate Page: ¨  7051 ¨  7052    ¨  Weekly    ¨  Monthly   SPREAD (PLUS OR MINUS) AND/OR SPREAD MULTIPLIER:   INTEREST RESET PERIOD:   INITIAL INTEREST RESET DATE:   INTEREST RESET DATES:   DESIGNATED LIBOR CURRENCY:   INTEREST CALCULATION:   ¨  Regular Floating Rate Note ¨  Floating Rate/Fixed Rate Note Fixed Rate Commencement Date: Fixed Interest Rate: ¨  Inverse Floating Rate Note Fixed Interest Rate:   RECORD DATES (if other than the 15th calendar day (whether or not a Business Day) prior to each Interest Payment Date):   MAXIMUM INTEREST RATE:             %   MINIMUM INTEREST RATE:             %

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INITIAL REDEMPTION DATE:   INITIAL REDEMPTION PERCENTAGE:             %   ANNUAL REDEMPTION PERCENTAGE REDUCTION:   HOLDER’S OPTIONAL REPAYMENT DATE(S):   DAY COUNT CONVENTION   ¨  30/360 for the period from and including          to but excluding          . ¨  Actual 360 for the period from and including          to but  excluding         . ¨  Actual/Actual for the period from and including          to but excluding         . Actual/Actual (ISMA) for the period from and including          to but excluding         .   If Actual/Actual (ISMA) Fixed Rate Day Count Convention:   Interest Commencement Date:   Determination Dates:   BUSINESS DAY CONVENTION ¨  Floating Rate Convention ¨  Following Business Day Convention ¨  Modified Following Business Day Convention ¨  Preceding Business Day Convention   DEFAULT RATE:             %   EXCHANGE RATE AGENT:   CALCULATION AGENT (if other than Deutsche Bank Trust Company Americas):   ORIGINAL ISSUE DISCOUNT ¨  Yes ¨  No Total Amount of OID: Yield to Maturity: Initial Accrual Period: Issue Price:             % ¨  Other:

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[INDEXED NOTES: Insert relevant provisions from Pricing Supplement.]

[AMORTIZING NOTES: Insert relevant provisions from Pricing Supplement.]

[DUAL CURRENCY NOTES: Insert relevant provisions from Pricing Supplement.]

[EXTENDIBLE NOTES: Insert relevant provisions from Pricing Supplement.]

[INSTALLMENT NOTES: Insert relevant provisions from Pricing Supplement.]

[PARTLY PAID NOTES: Insert relevant provisions from Pricing Supplement.]

[Insert other applicable general provisions from Pricing Supplement.]

REDENOMINATION (Yes/No): [if yes, insert details from Pricing Supplement.]

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SunTrust Bank, a bank organized under the laws of the State of Georgia (the “Bank”), for value received, hereby promises to pay to the bearer hereof the principal amount specified above, as adjusted in accordance with Schedules 2 and 3, on the Maturity Date (except to the extent redeemed or repaid prior to the Maturity Date) specified above and to pay interest thereon (i) in accordance with the provisions set forth on the reverse hereof under the caption “Fixed Rate Interest Provisions,” if this Note is designated as a “Fixed Rate Note” above, or (ii) in accordance with the provisions set forth on the reverse hereof under the caption “Floating Rate Interest Provisions,” if this Note is designated as a “Floating Rate Note” above, and (to the extent that the payment of such interest shall be legally enforceable) to pay interest at the Default Rate per annum, specified above, on any overdue principal and premium, if any, and on any overdue installment of interest. If no Default Rate is specified in the Pricing Supplement, the Default Rate shall be the Interest Rate on this Note specified in the Pricing Supplement.

This Note is one of a duly authorized issue of the Bank’s notes due from 7 days to 30 years or more from date of issue (the “Notes”). The Notes are issued and to be issued in accordance with an Amended and Restated Global Agency Agreement, dated as of November 21, 2006 (the “Global Agency Agreement”), among the Bank and Deutsche Bank Trust Company Americas, as paying agent (“the Domestic Paying Agent”) and as domestic registrar (the Domestic “Registrar”), Deutsche Bank AG, London Branch, as paying agent (the “London Paying Agent”), issuing agent (the “London Issuing Agent”) and as transfer agent (the “Transfer Agent”), and Deutsche International Corporate Services (Ireland) Limited, as Irish paying agent (the “Irish Paying Agent”, and, together with the Domestic Paying Agent and the London Paying Agent, the “Paying Agents”, and, individually, a “Paying Agent”) and European registrar (the “European Registrar” and, together with the Domestic Registrar, the “Registrars” and, each, a “Registrar”). The terms Domestic Paying Agent, Domestic Registrar, London Paying Agent, London Issuing Agent, Transfer Agent, Irish Paying Agent and European Registrar shall include any additional or successor agents appointed in such capacities by the Bank.

This Note is to be held by a common depositary for Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) on behalf of account holders which have beneficial interests in this Note credited to their respective securities accounts with Euroclear or Clearstream, Luxembourg from time to time.

Prior to the Exchange Date (as defined below), all payments (if any) on this Note will only be made to the bearer hereof to the extent that there is presented to the London Paying Agent by Euroclear or Clearstream, Luxembourg a certificate, substantially in the form set out in Schedule 1 hereto, to the effect that it has received from or with respect to a person owning beneficially a particular principal amount of this Note (as shown by its records) a certificate from such person in or substantially in the form of Certificate “A” as set out in Schedule 1 hereto. After the Exchange Date the holder of this Note will not be entitled to receive any payment of interest hereon.

Subject to the immediately succeeding sentence, on or after the date which is 40 days after the Original Issue Date specified above (the “Exchange Date”), this Note may be exchanged, in whole but not in part (free of charge), for a permanent global Note in bearer form (a “Permanent Bearer Global Note”) containing, except with respect to rights of exchange, identical terms and

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provisions. From and after the date on which definitive Notes in bearer form (“Definitive Notes”) shall have been issued in exchange for beneficial interests in a Permanent Bearer Global Note, this Note may be exchanged, in whole but not in part (free of charge), only for Definitive Notes. Any such exchanges will be made upon presentation of this Note by the bearer hereof at the offices of the London Paying Agent (or at such other place outside the United States of America, its territories and possessions, any State of the United States and the District of Columbia (the “United States”) as the London Paying Agent may agree) and subject, in the case of an exchange for Definitive Notes, to at least 60 days’ written notice expiring at least 30 days after the Exchange Date being given to the London Paying Agent by Euroclear or Clearstream, Luxembourg.

The Permanent Bearer Global Note or the Definitive Notes, as the case may be, shall be so issued and delivered in exchange for this Note only if there shall have been presented to the London Issuing Agent by Euroclear or Clearstream, Luxembourg a certificate, substantially in the form set out in Schedule 1 hereto, to the effect that it has received from or with respect to a person owning beneficially a particular principal amount of this Note (as shown by its records) a certificate from such person in or substantially in the form of Certificate “A” as set out in Schedule 1 hereto.

On an exchange of the whole of this Note, this Note shall be surrendered to the London Paying Agent.

Unless otherwise provided herein or in the Pricing Supplement the principal of, and premium, if any, and interest on, this Note are payable in the Specified Currency indicated above (or, if such Specified Currency is not at the time of such payment legal tender for the payment of public and private debts, in (x) such other coin or currency of the country that issued such Specified Currency or (y) (if such Specified Currency is the euro) the successor currency under applicable law, in each case as at the time of such payment is legal tender for the payment of debts).

Subject to any fiscal or other laws and regulations applicable thereto in the place of payment, payments on this Note will be made by transfer to an account in the Specified Currency (which, in the case of a payment in yen to a non-resident of Japan, shall be a non-resident account) maintained by the payee with, or by a check in the Specified Currency drawn on, a bank (which, in the case of a payment in yen to a non-resident of Japan, shall be an authorized foreign exchange bank) in the Principal Financial Center of the country of the Specified Currency (which, in the case of the euro, shall be deemed for this purpose to be the capital city of any country whose currency has been replaced by the euro or any other location designated in the applicable Pricing Supplement); provided, however, that a check may not be delivered to an address in, and an amount may not be transferred to an account at a bank in, the United States of America or its possessions by any office or agency of the Bank or any Paying Agent.

Payments of principal of, and premium, if any, and interest on this Note will be made in the manner specified above against presentation or surrender, as the case may be, of this Note at the office of the London Paying Agent maintained for that purpose, subject to the requirements as to certification provided herein. On any payment of an installment of interest being made, details of such payment shall be entered by or on behalf of the Bank in Schedule 3 hereto and the relevant space in Schedule 3 hereto recording any such payment shall be signed by or on behalf of the Bank.

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The bearer of this Note shall be the only person entitled to receive payments with respect hereto, and the Bank will be discharged by payment to, or to the order of, the bearer of this Note with respect to each amount so paid. Each person in the records of Euroclear or Clearstream, Luxembourg as the beneficial owner of a particular principal amount of this Note (an “Owner”) must look solely to Euroclear and/or Clearstream, Luxembourg, as the case may be, for its share of each payment so made by the Bank to, or to the order of, the bearer of this Note. No person other than the bearer hereof shall have any claim against the Bank with respect to payments due hereon.

On any redemption or repayment and cancellation of all or any portion of this Note, details of such redemption or repayment and cancellation shall be entered by or on behalf of the Bank in Schedule 2 hereto and the relevant space in Schedule 2 hereto recording any such redemption or repayment and cancellation shall be signed by or on behalf of the Bank. Upon any such redemption or repayment and cancellation, the aggregate principal amount of this Note shall be reduced by the principal amount so redeemed or repaid and cancelled.

Notwithstanding anything to the contrary contained herein, payments with respect to this Note will only be made at the specified office of a Paying Agent in the United States if:

(i) the Bank has appointed Paying Agents with specified offices outside the United States with the reasonable expectation that such Paying Agents would be able to make payment at such specified offices outside the United States of the full amount due with respect to this Note in the manner provided above when due;

(ii) payment of the full amount due with respect to this Note at such specified offices outside the United States is illegal or effectively precluded by exchange controls or other similar restrictions; and

(iii) such payment is then permitted under United States law without involving, in the opinion of the Bank, adverse tax consequences to the Bank.

If this Note is a Fixed Rate Note and the date for payment of any amount with respect to this Note or any coupon appertaining hereto is not a Payment Business Day in a place of presentation, the bearer of this Note or any such coupon shall not be entitled to payment until the next succeeding Payment Business Day in the relevant place and shall not be entitled to further interest or other payment with respect to such delay. For these purposes, unless otherwise specified above “Payment Business Day” means any Business Day which is also a day on which commercial banks and foreign exchange markets settle payments in the relevant place of presentation.

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If this Note is a Floating Rate Note and any interest payment date for this Note (other than an interest payment date at maturity) would otherwise fall on a day that is not a Payment Business Day, then, if the business day convention specified on the face hereof (or, if this Note is in global form, in the applicable Pricing Supplement) is:

(a) the “Floating Rate Convention,” such interest payment date shall be postponed to the next succeeding day which is a Payment Business Day unless it would thereby fall into the next succeeding calendar month, in which event (1) such interest payment date shall be brought forward to the next preceding Payment Business Day and (2) each subsequent interest payment date shall be the last Payment Business Day in the month which falls the number of months or other period specified as the interest payment period on the face hereof (or, if this Note is in global form, in the applicable Pricing Supplement) after the preceding applicable interest payment date occurred; or

(b) the “Following Business Day Convention,” such interest payment date shall be postponed to the next succeeding day which is a Payment Business Day; or

(c) the “Modified Following Business Day Convention,” such interest payment date shall be postponed to the next succeeding day which is a Payment Business Day unless it would thereby fall into the next succeeding calendar month, in which event such interest payment date shall be brought forward to the next preceding Payment Business Day; or

(d) the “Preceding Business Day Convention,” such interest payment date shall be brought forward to the next preceding Payment Business Day.

If this Note is a Floating Rate Note and this Note matures on a day that is not a Payment Business Day, the payment of principal, premium, if any, and interest will be made on the next succeeding Payment Business Day, and no interest on such payment will accrue for the period from and after the maturity date of this Note.

Any action by the bearer of this Note shall bind all future bearers of this Note and of any Note issued in exchange or substitution hereof or in place hereof, in respect of anything done or permitted by the Bank or by the Paying Agents in pursuance of such action.

Reference is made to the further provisions of this Note 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 London Issuing Agent, by manual signature of an authorized signatory, this Note shall not be valid or obligatory for any purpose.

This Note shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflicts of law principles thereof, and all applicable United States federal laws and regulations.

IN WITNESS WHEREOF, the Bank has caused this Note to be duly executed.

SUNTRUST BANK

By:

Name:

Title:

C-9

Dated:

LONDON ISSUING AGENT’S

CERTIFICATE OF AUTHENTICATION

This is one of the Notes referred to in

the within-mentioned Global Agency

Agreement.

DEUTSCHE BANK AG, LONDON BRANCH,

as London Issuing Agent

By:

Name:

Title:

C-10

[ATTACH PRICING SUPPLEMENT]

C-11

[Reverse of Note]

[ATTACH REVERSE OF NOTE IN FORM

OF EXHIBIT K TO THE GLOBAL AGENCY AGREEMENT]

C-12

Schedule 1

FORM OF CERTIFICATE TO BE PRESENTED BY

EUROCLEAR OR CLEARSTREAM, LUXEMBOURG

SUNTRUST BANK

(the “Bank”)

[Title of Notes]

(the “Securities”)

This is to certify that, based solely on certifications we have received in writing, by telex or by electronic transmission from member organizations appearing in our records as persons owning beneficially a portion of the principal amount set forth below (our “Member Organizations”), as of the date hereof, [        ] principal amount of above-captioned Securities (i) is owned by persons that are not citizens or residents of the United States, partnerships, corporations or other entities created or organized under the laws of the United States, an estate the income of which is subject to United States Federal income taxation regardless of its source or a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons (as defined below) have the authority to control all substantial decisions of the trust (“United States persons”), (ii) is owned by United States persons that (a) are foreign branches of United States financial institutions (as defined in U.S. Treasury Regulation Section 1.165-12(c)(1)(iv)) (“financial institutions”) purchasing for their own account or resale, or (b) acquired the Securities through foreign branches of United States financial institutions and who hold the Securities through such United States financial institutions on the date hereof and in either case (a) or (b), each such United States financial institution has agreed, on its own behalf or through its agent, that we may advise the Bank or the Bank’s agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder, or (iii) is owned by United States or foreign financial institutions for purposes of resale during the restricted period (as defined in U.S. Treasury Regulation Section 1.163-5(c)(2)(i)(D)(7)), and to the further effect that United States or foreign financial institutions described in clause (iii) (whether or not also described in clause (i) or (ii)) have certified that they have not acquired the Securities for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions.

As used herein, “United States” means the United States of America (including the States and the District of Columbia); and its “possessions” include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.

We further certify (i) that we are not making available herewith for exchange (or, if relevant, exercise of any rights or collection of any interest) any portion of the temporary global Security excepted in such certifications and (ii) that as of the date hereof we have not received any notification from any of our Member Organizations to the effect that the statements made by such Member Organizations with respect to any portion of the part submitted herewith for exchange (or, if relevant, exercise of any rights or collection of any interest) are no longer true and cannot be relied upon at the date hereof.

C-13

We will retain all certificates received from Member Organizations for the period specified in U.S. Treasury Regulation Section 1.163-5(c)(2)(i)(D)(3)(i).

We understand that this certification is required in connection with certain tax laws of the United States. In connection therewith, if administrative and legal proceedings are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorize you to produce this certification to any interested party in such proceedings.

Dated:                     ,         ¹.

Yours faithfully,

[EUROCLEAR BANK S.A./N.V.,

AS OPERATOR OF THE

EUROCLEAR SYSTEM]

or

[CLEARSTREAM BANKING,

SOCIÉTÉ ANONYME]

By:

Name:

Title:

¹ This certificate is not to be dated earlier than five days prior to the Exchange Date or relevant payment date, as applicable.

C-14

CERTIFICATE “A”

FORM OF CERTIFICATE TO BE PRESENTED TO

EUROCLEAR OR CLEARSTREAM, LUXEMBOURG

SUNTRUST BANK

(the “Bank”)

[Title of Notes]

(the “Securities”)

This is to certify that as of the date hereof and except as set forth below, the above-captioned Securities held by you for our account (1)(i) are owned by person(s) that are not citizens or residents of the United States, partnerships, corporations or other entities created or organized under the laws of the United States, an estate the income of which is subject to United States Federal income taxation regardless of its source or a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons (as defined below) have the authority to control all substantial decisions of the trust (“United States person(s)”), (ii) are owned by United States person(s) that (a) are foreign branches of United States financial institutions (as defined in U.S. Treasury Regulation Section 1.165-12(c)(1)(iv)) (“financial institutions”) purchasing for their own account or for resale, or (b) acquired the Securities through foreign branches of United States financial institutions and who hold the Securities through such United States financial institutions on the date hereof and in either case (a) or (b), each such United States financial institution hereby agrees, on its own behalf or through its agent, that you may advise the Bank or the Bank’s agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder, or (iii) are owned by United States or foreign financial institutions for purposes of resale during the restricted period (as defined in U.S. Treasury Regulation Section 1.163-5(c)(2)(i)(D)(7)), and in addition if the owner of the Securities is a United States or foreign financial institution described in clause (iii) (whether or not also described in clause (i) or (ii)) this is further to certify that such financial institution has not acquired the Securities for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions and (2) are not held by or on behalf of U.S. persons (as defined in Rule 902(k) of Regulation S under the Securities Act of 1933, as amended).

As used herein, “United States,” mean the United States of America (including the States and the District of Columbia); and its “possessions” include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.

We undertake to advise you promptly by telex on or prior to the date on which you intend to submit your certification relating to the Securities held by you for our account in accordance with your documented procedures if any applicable statement herein is not correct on such date, and in the absence of any such notification it may be assumed that this certification applies as of such date.

C-15

This certification excepts and does not relate, to [            ] of such interest in the above Securities with respect to which we are not able to certify and as to which we understand exchange and delivery for definitive Securities or an interest in a global Security (or, if relevant, exercise of any right or collection of any interest) cannot be made until we do so certify.

We understand that this certification is required in connection with certain tax laws of the United States. In connection therewith, if administrative and legal proceedings are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorize you to produce this certification to any interested party in such proceedings.

Dated:                     ,         ²

Yours faithfully,

[Name of Person Making Certification]

[By:]

[Name:]

[Title:]

² This certificate is not to be dated earlier than fifteen days prior to the Exchange Date or relevant payment date, as applicable.

C-16

Schedule 2

SCHEDULE OF EXCHANGES FOR NOTES REPRESENTED

BY A PERMANENT BEARER GLOBAL NOTE OR FOR DEFINITIVE BEARER NOTES,

OR REDEMPTIONS OR REPAYMENTS AND CANCELLATIONS

The following exchanges, redemptions, or repayments and cancellations of this Note have been made:

Date of exchange, redemption, or repayment and cancellation Principal amount of this Note exchanged, redeemed or repaid and cancelled Principal amount of this Note following such exchange, redemption or repayment and cancellation Notation made by or on behalf of the Bank

C-17

Schedule 3

PART I

INTEREST PAYMENTS

Date of Payment Total Amount of Installment Payable Amount of Installment Paid Confirmation of payment by or on behalf of the Bank

[duplicate until the appropriate number of Interest Payment Dates for this Note is reached]

C-18

PART II

INSTALLMENT PAYMENTS

Date of Payment Total Amount of Installment Payable Amount of Installment Paid Confirmation of payment by or on behalf of the Bank

[ duplicate until the appropriate number of installment payment dates for this Note is reached]

C-19

EXHIBIT D

FORM OF PERMANENT BEARER GLOBAL NOTE

[SUBORDINATED NOTE: THE OBLIGATION EVIDENCED BY THIS NOTE IS AN OBLIGATION OF SUNTRUST BANK (THE “BANK”) AND IS SUBORDINATED TO THE CLAIMS OF DEPOSITORS AND GENERAL CREDITORS OF THE BANK, IS INELIGIBLE AS COLLATERAL FOR A LOAN BY THE BANK AND IS NOT SECURED. THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (“FDIC”) OR ANY OTHER INSURER.]

[SENIOR NOTE: THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL OBLIGATION OF SUNTRUST BANK (THE “BANK”). THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL OTHER UNSECURED AND UNSUBORDINATED OBLIGATIONS OF THE BANK EXCEPT OBLIGATIONS, INCLUDING ITS DEPOSIT LIABILITIES, THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW. THIS NOTE DOES NOT EVIDENCE A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (“FDIC”) OR ANY OTHER INSURER.]

BY ITS ACQUISITION OF THIS NOTE, EACH PURCHASER AND ANY SUBSEQUENT TRANSFEREE THEREOF WILL BE DEEMED TO REPRESENT, ON EACH DAY FROM THE DATE ON WHICH THE PURCHASER OR TRANSFEREE ACQUIRES ITS INTEREST IN THIS NOTE THROUGH AND INCLUDING THE DATE ON WHICH THE PURCHASER OR TRANSFEREE DISPOSES OF ITS INTEREST IN THIS NOTE, EITHER THAT (A) IT IS NOT AN, AND IT IS NOT USING THE ASSETS OF ANY, EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE UNITED STATES EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)), SUBJECT TO TITLE I OF ERISA, PLAN (AS DEFINED IN SECTION 4975(e)(1) OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)), A GOVERNMENTAL, NON-U.S. OR CHURCH PLAN THAT IS SUBJECT TO ANY OTHER FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (COLLECTIVELY, “SIMILAR LAWS”) OR ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE THE ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR PLAN, OR (B) ITS PURCHASE, HOLDING AND DISPOSITION OF THIS NOTE WILL NOT CONSTITUTE OR RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR, IN THE CASE OF A GOVERNMENTAL, NON-U.S. OR CHURCH PLAN, A VIOLATION OF ANY APPLICABLE SIMILAR LAWS) UNLESS AN EXEMPTION IS AVAILABLE WITH RESPECT TO SUCH TRANSACTIONS AND ALL OF THE CONDITIONS OF SUCH EXEMPTION HAVE BEEN SATISFIED.

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.^*

D-1

IF THIS NOTE IS SUBJECT TO THE REQUIREMENTS OF THE PROSPECTUS DIRECTIVE (DIRECTIVE 2003/71/EC OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF NOVEMBER 4, 2003), IT IS ISSUABLE, AND EACH OWNER OF A BENEFICIAL INTEREST IN THIS NOTE IS REQUIRED TO HOLD SUCH BENEFICIAL INTEREST, ONLY IN MINIMUM DENOMINATIONS OF THE GREATER OF US$100,000 OR €50,000 (OR THE EQUIVALENT THEREOF IN OTHER CURRENCIES).^*

BY ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING FOR OR ON BEHALF OF A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).**

[DISCOUNT NOTES: THIS NOTE IS ISSUED WITH “ORIGINAL ISSUE DISCOUNT” FOR PURPOSES OF SECTION 1273 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED. HOLDERS MAY CONTACT [                        ] AT [                    ] TO RECEIVE INFORMATION WITH RESPECT TO THE CALCULATION OF ORIGINAL ISSUE DISCOUNT.]

No. B-	BEARER
ISIN No.:
Common Code:

* For Notes with a maturity at issuance of 183 days or less.

** For Notes with a maturity at issuance of 183 days or less. Said Notes must be in minimum denominations of U.S.$500,000 or, if subject to requirements of the Prospectus Directive, the greater of U.S.$500,000 or €50,000 (or, in each case, if in a different currency, the equivalent on the issue date).

D-2

SUNTRUST

BANKGLOBAL BANK NOTE

(Permanent Bearer Global Note)

ORIGINAL ISSUE DATE:   PRINCIPAL AMOUNT:   MATURITY DATE:               SPECIFIED CURRENCY: ¨  U.S. dollar ¨  Other:   OPTION TO ELECT PAYMENT IN SPECIFIED CURRENCY (if Specified Currency is other than the United States dollar): ¨ Yes            ¨ No   AUTHORIZED DENOMINATIONS:   SPECIFIED CURRENCY:   INTEREST PAYMENT DATES:   ¨  FIXED RATE NOTE      INTEREST RATE:     %   ¨  FLOATING RATE NOTE   INTEREST RATE DETERMINATION:   ¨  ISDA RATE       MARGIN (PLUS OR MINUS):       DESIGNATED MATURITY:       FLOATING RATE OPTION:       RESET DATE:   ¨  REFERENCE RATE DETERMINATION   INDEX MATURITY: INITIAL INTEREST RATE:     %   INTEREST RATE BASIS OR BASES:               IF LIBOR: ¨  LIBOR Moneyline Telerate             Page: ¨  LIBOR Reuters             Page:   IF CMT RATE:      Designated CMT      Moneyline Telerate Page: ¨   7051 ¨  7052 ¨  Weekly  ¨  Monthly   SPREAD (PLUS OR MINUS) AND/OR SPREAD MULTIPLIER:   INTEREST RESET PERIOD:   INITIAL INTEREST RESET DATE:   INTEREST RESET DATES:   DESIGNATED LIBOR CURRENCY:   INTEREST CALCULATION:   ¨  Regular Floating Rate Note ¨  Floating Rate/Fixed Rate Note             Fixed Rate Commencement Date:             Fixed Interest Rate: ¨  Inverse Floating Rate Note             Fixed Interest Rate:   RECORD DATES (if other than the 15th calendar day (whether or not a Business Day) prior to each Interest Payment Date):   MAXIMUM INTEREST RATE:     %   MINIMUM INTEREST RATE:    %

D-3

INITIAL REDEMPTION DATE:   INITIAL REDEMPTION PERCENTAGE:     %   ANNUAL REDEMPTION PERCENTAGE REDUCTION:   HOLDER’S OPTIONAL REPAYMENT DATE(S):   DAY COUNT CONVENTION   ¨  30/360 for the period from and including          to but excluding         . ¨  Actual 360 for the period from and including          to but excluding         . ¨  Actual/Actual for the period from and including          to but excluding         . Actual/Actual (ISMA) for the period from and including          to but excluding         .   If Actual/Actual (ISMA) Fixed Rate Day Count Convention:   Interest Commencement Date: Determination Dates:   ¨  Other: BUSINESS DAY CONVENTION ¨  Floating Rate Convention ¨  Following Business Day Convention ¨  Modified Following Business Day Convention ¨  Preceding Business Day Convention   DEFAULT RATE:     %   EXCHANGE RATE AGENT:   CALCULATION AGENT (if other than Deutsche Bank Trust Company Americas):   ORIGINAL ISSUE DISCOUNT ¨  Yes ¨  No Total Amount of OID: Yield to Maturity: Initial Accrual Period: Issue Price:    %

D-4

[INDEXED NOTES: Insert relevant provisions from Pricing Supplement.]

[AMORTIZING NOTES: Insert relevant provisions from Pricing Supplement.]

[EXTENDIBLE NOTES: Insert relevant provisions from Pricing Supplement.]

[DUAL CURRENCY NOTES: Insert relevant provisions from Pricing Supplement.]

[EXTENDIBLE NOTES: Insert relevant provisions from Pricing Supplement.]

[INSTALLMENT NOTES: Insert relevant provisions from Pricing Supplement.]

[PARTLY PAID NOTES: Insert relevant provisions from Pricing Supplement.]

[Insert other applicable general provisions from Pricing Supplement.]

REDENOMINATION (Yes/No): [if yes, insert details from Pricing Supplement.]

D-5

SunTrust Bank, a bank organized under the laws of the State of Georgia (the “Bank”), for value received, hereby promises to pay to the bearer hereof the principal amount specified above, as adjusted in accordance with Schedules 1 and 2, on the Maturity Date (except to the extent redeemed or repaid prior to the Maturity Date) specified above and to pay interest thereon (i) in accordance with the provisions set forth on the reverse hereof under the caption “Fixed Rate Interest Provisions,” if this Note is designated as a “Fixed Rate Note” above, or (ii) in accordance with the provisions set forth on the reverse hereof under the caption “Floating Rate Interest Provisions,” if this Note is designated as a “Floating Rate Note” above, and (to the extent that the payment of such interest shall be legally enforceable) to pay interest at the Default Rate per annum specified above on any overdue principal and premium, if any, and on any overdue installment of interest. If no Default Rate is specified in the Pricing Supplement, the Default Rate shall be the Interest Rate on this Note specified in the Pricing Supplement.

This Note is one of a duly authorized issue of the Bank’s notes due from 7 days to 30 years or more from date of issue (the “Notes”). The Notes are issued and to be issued in accordance with an Amended and Restated Global Agency Agreement, dated as of November 21, 2006 (the “Global Agency Agreement”), among the Bank and Deutsche Bank Trust Company Americas, as paying agent (the “Domestic Paying Agent”) and as domestic registrar (the “Domestic Registrar”), Deutsche Bank AG, London Branch, as paying agent (the “London Paying Agent”), issuing agent (the “London Issuing Agent”) and as transfer agent (the “Transfer Agent”), and Deutsche International Corporate Services (Ireland) Limited, as Irish paying agent (the “Irish Paying Agent”, and, together with the Domestic Paying Agent and the London Paying Agent, the “Paying Agents”, and, individually, a “Paying Agent”), and as European registrar (the “European Registrar” and, together with the Domestic Registrar, the “Registrars” and each, a “Registrar”). The terms Domestic Paying Agent, Domestic Registrar, London Paying Agent, London Issuing Agent, Transfer Agent, Irish Paying Agent and European Registrar shall include any additional or successor agents appointed in such capacities by the Bank.

This Note is to be held by a common depositary for Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) on behalf of account holders which have beneficial interests in this Note credited to their respective securities accounts with Euroclear or Clearstream, Luxembourg from time to time.

The interests represented by this Note were originally represented by a temporary global Note in bearer form (a “Temporary Bearer Global Note”) containing, except with respect to rights of exchange, identical terms and provisions to this Note.

This Note may be exchanged, in whole only (free of charge), for definitive Notes in bearer form (“Definitive Notes”) containing, except with respect to rights of exchange, identical terms and provisions to this Note. Subject as aforesaid and to at least 60 days’ written notice expiring at least 30 days after the Exchange Date (as defined in the Temporary Bearer Global Note referred to above) being given to the London Issuing Agent by Euroclear or Clearstream, Luxembourg, such exchange will be made upon presentation and surrender of this Note by the bearer hereof on any day (other than a Saturday or a Sunday) on which banks are open for business in London at the city office of the London Issuing Agent. The aggregate principal amount of Definitive Notes issued upon an exchange of this Note will be equal to the aggregate principal amount of this Note, as adjusted in accordance with Schedules 1 and 2.

D-6

Unless otherwise provided herein or in the Pricing Supplement, the principal of, and premium, if any, and interest on, this Note are payable in the Specified Currency indicated above (or, if such Specified Currency is not at the time of such payment legal tender for the payment of public and private debts, in (x) such other coin or currency of the country that issued such Specified Currency or (y) (if such Specified Currency is the euro) the successor currency under applicable law, in each case as at the time of such payment is legal tender for the payment of debts).

Subject to any fiscal or other laws and regulations applicable thereto in the place of payment, payments on this Note will be made by transfer to an account in the Specified Currency (which, in the case of a payment in yen to a non-resident of Japan, shall be a non-resident account) maintained by the payee with, or by a check in the Specified Currency drawn on, a bank (which, in the case of a payment in yen to a non-resident of Japan, shall be an authorized foreign exchange bank) in the Principal Financial Center of the country of the Specified Currency (which, in the case of the euro, shall be deemed for this purpose to be the capital city of any country whose currency has been replaced by the euro or any other location designated in the applicable Pricing Supplement); provided, however, that a check may not be delivered to an address in, and an amount may not be transferred to an account at a bank located in, the United States by any office or agency of the Bank or any Paying Agent.

Payments of principal, premium, if any, and interest on this Note will be made in the manner specified above against presentation or surrender, as the case may be, of this Note at the office of the London Paying Agent maintained for that purpose. On any payment of an installment of interest being made, details of such payment shall be entered by or on behalf of the Bank in Schedule 2 hereto and the relevant space in Schedule 2 hereto recording any such payment shall be signed by or on behalf of the Bank.

The bearer of this Note shall be the only person entitled to receive payments with respect hereto, and the Bank will be discharged by payment to, or to the order of, the bearer of this Note with respect to each amount so paid. Each person shown in the records of Euroclear or Clearstream, Luxembourg as the beneficial owner of a particular principal amount of this Note (an “Owner”) must look solely to Euroclear and/or Clearstream, Luxembourg, as the case may be, for its share of each payment so made by the Bank to, or to the order of, the bearer of this Note. No person other than the bearer hereof shall have any claim against the Bank with respect to payments due hereon.

On any redemption or repayment and cancellation of all or any portion of this Note, details of such redemption or repayment and cancellation shall be entered by or on behalf of the Bank in Schedule 1 hereto and the relevant space in Schedule 1 hereto recording any such redemption or repayment and cancellation shall be signed by or on behalf of the Bank. Upon any such redemption or repayment and cancellation, the aggregate principal amount of this Note shall be reduced by the principal so redeemed or repaid and cancelled.

D-7

Notwithstanding anything to the contrary contained herein, payments with respect to this Note will only be made at the specified office of a Paying Agent in the United States if:

(i) the Bank has appointed Paying Agents with specified offices outside the United States with the reasonable expectation that such Paying Agents would be able to make payment at such specified offices outside be United States of the full amount due with respect to this Note in the manner provided above when due;

(ii) payment of the full amount due with respect to this Note at such specified offices outside the United States is illegal or effectively precluded by exchange controls or other similar restrictions; and

(iii) such payment is then permitted under United States law without involving, in the opinion of the Bank, adverse tax consequences to the Bank.

If this Note is a Fixed Rate Note and the date for payment of any amount with respect to this Note or any coupon appertaining hereto is not a Payment Business Day in a place of presentation, the bearer of this Note or any such coupon shall not be entitled to payment until the next succeeding Payment Business Day in the relevant place and shall not be entitled to further interest or other payment with respect to such delay. For these purposes, unless otherwise specified above, “Payment Business Day” means any Business Day which is also a day on which commercial banks and foreign exchange markets settle payments in the relevant place of presentation.

If this Note is a Floating Rate Note and any interest payment date for this Note (other than an interest payment date at maturity) would otherwise fall on a day that is not a Payment Business Day, then, if the business day convention specified on the face hereof (or, if this Note is in global form, in the applicable Pricing Supplement) is:

(a) the “Floating Rate Convention,” such interest payment date shall be postponed to the next succeeding day which is a Payment Business Day unless it would thereby fall into the next succeeding calendar month, in which event (1) such interest payment date shall be brought forward to the next preceding Payment Business Day and (2) each subsequent interest payment date shall be the last Payment Business Day in the month which falls the number of months or other period specified as the interest payment period on the face hereof (or, if this Note is in global form, in the applicable Pricing Supplement) after the preceding applicable interest payment date occurred; or

(b) the “Following Business Day Convention,” such interest payment date shall be postponed to the next succeeding day which is a Payment Business Day; or

(c) the “Modified Following Business Day Convention,” such interest payment date shall be postponed to the next succeeding day which is a Payment Business Day unless it would thereby fall into the next succeeding calendar month, in which event such interest payment date shall be brought forward to the next preceding Payment Business Day; or

D-8

(d) the “Preceding Business Day Convention,” such interest payment date shall be brought forward to the next preceding Payment Business Day.

If this Note is a Floating Rate Note and this Note matures on a day that is not a Payment Business Day, the payment of principal, premium, if any, and interest will be made on the next succeeding Payment Business Day, and no interest on such payment will accrue for the period from and after the maturity date of this Note.

Any action by the bearer of this Note shall bind all future bearers of this Note, and of any Note issued in exchange or substitution hereof or in place hereof or in respect of anything done or permitted by the Bank or by the Paying Agents in pursuance of such action.

Reference is made to the further provisions of this Note 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 London Issuing Agent by manual signature of an authorized signatory, this Note shall not be valid or obligatory for any purposes.

This Note shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflicts of law principles thereof, and all applicable United States federal laws and regulations.

IN WITNESS WHEREOF, the Bank has caused this Note to be duly executed.

SUNTRUST BANK

By:

Name:

Time:

Dated:

LONDON ISSUING AGENT’S

CERTIFICATE OF AUTHENTICATION

This is one of the Notes referred

to in the within-mentioned Global Agency Agreement.

DEUTSCHE BANK AG, LONDON BRANCH,

as London Issuing Agent

By:
	Authorized Signatory

D-9

[Reverse of Note]

[ATTACH REVERSE OF NOTE IN FORM

OF EXHIBIT K TO THE GLOBAL AGENCY AGREEMENT]

D-10

Schedule 1

SCHEDULE OF EXCHANGES AND

REDEMPTIONS OR REPAYMENTS AND CANCELLATIONS

The following increases (decreases) of this Note and redemptions or repayments and cancellations of this Note have been made:

Date of exchange,
redemption, or
repayment and
cancellation Increase (Decrease) in
principal amount of this Note due to exchange of Temporary Bearer
Global Note or
exchange for Definitive
Bearer Note Principal amount of this
Note redeemed or
repaid and cancelled Principal amount of this
Note following such
exchange or redemption
or repayment and
cancellation Notation made by or on
behalf of the Bank

D-11

Schedule 2

PART 1

INTEREST PAYMENTS

Date of Payment Total Amount of Interest Payable Amount of Interest Paid Confirmation of payment by or on behalf of the Bank

(Continue numbering until the appropriate number of Interest Payment Dates for this Note is reached)

D-12

PART II

INSTALLMENT PAYMENTS

Date of Payment Total Amount of Installment Payable Amount of Installment Paid Confirmation of payment by or on behalf of the Bank

(Continue numbering until the appropriate number of installment payment dates for this Note is reached)

D-13

EXHIBIT E

FORM OF DEFINITIVE BEARER NOTE

[SUBORDINATED NOTE: THE OBLIGATION EVIDENCED BY THIS NOTE IS AN OBLIGATION OF SUNTRUST BANK (THE “BANK”) AND IS SUBORDINATED TO THE CLAIMS OF DEPOSITORS AND GENERAL CREDITORS OF THE BANK, IS INELIGIBLE AS COLLATERAL FOR A LOAN BY THE BANK AND IS NOT SECURED. THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (“FDIC”) OR ANY OTHER INSURER.]

[SENIOR NOTE: THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL OBLIGATION OF SUNTRUST BANK (THE “BANK”). THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL OTHER UNSECURED AND UNSUBORDINATED OBLIGATIONS OF THE BANK EXCEPT OBLIGATIONS, INCLUDING ITS DEPOSIT LIABILITIES, THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW. THIS NOTE DOES NOT EVIDENCE A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (“FDIC”) OR ANY OTHER INSURER.]

BY ITS ACQUISITION OF THIS NOTE, EACH PURCHASER AND ANY SUBSEQUENT TRANSFEREE THEREOF WILL BE DEEMED TO REPRESENT, ON EACH DAY FROM THE DATE ON WHICH THE PURCHASER OR TRANSFEREE ACQUIRES ITS INTEREST IN THIS NOTE THROUGH AND INCLUDING THE DATE ON WHICH THE PURCHASER OR TRANSFEREE DISPOSES OF ITS INTEREST IN THIS NOTE, EITHER THAT (A) IT IS NOT AN, AND IT IS NOT USING THE ASSETS OF ANY, EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE UNITED STATES EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)), SUBJECT TO TITLE I OF ERISA, PLAN (AS DEFINED IN SECTION 4975(e)(1) OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)), A GOVERNMENTAL, NON-U.S. OR CHURCH PLAN THAT IS SUBJECT TO ANY OTHER FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (COLLECTIVELY, “SIMILAR LAWS”) OR ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE THE ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR PLAN, OR (B) ITS PURCHASE, HOLDING AND DISPOSITION OF THIS NOTE WILL NOT CONSTITUTE OR RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR, IN THE CASE OF A GOVERNMENTAL, NON-U.S. OR CHURCH PLAN, A VIOLATION OF ANY APPLICABLE SIMILAR LAWS) UNLESS AN EXEMPTION IS AVAILABLE WITH RESPECT TO SUCH TRANSACTIONS AND ALL OF THE CONDITIONS OF SUCH EXEMPTION HAVE BEEN SATISFIED.

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.*

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IF THIS NOTE IS SUBJECT TO THE REQUIREMENTS OF THE PROSPECTUS DIRECTIVE (DIRECTIVE 2003/71/EC OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF NOVEMBER 4, 2003), IT IS ISSUABLE, AND EACH OWNER OF A BENEFICIAL INTEREST IN THIS NOTE IS REQUIRED TO HOLD SUCH BENEFICIAL INTEREST, ONLY IN MINIMUM DENOMINATIONS OF THE GREATER OF US$100,000 OR €50,000 (OR THE EQUIVALENT THEREOF IN OTHER CURRENCIES).^*

BY ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING FOR OR ON BEHALF OF A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).**

[DISCOUNT NOTES: THIS NOTE IS ISSUED WITH “ORIGINAL ISSUE DISCOUNT” FOR PURPOSES OF SECTION 1273 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED. HOLDERS MAY CONTACT [                    ] AT [                    ] TO RECEIVE INFORMATION WITH RESPECT TO THE CALCULATION OF ORIGINAL ISSUE DISCOUNT.]

No. B-	BEARER
ISIN No.:
Common Code:

* For Notes with a maturity at issuance of greater than 183 days.

** For Notes with a maturity at issuance of 183 days or less. Said Notes must be in minimum denominations of U.S.$500,000 or, if subject to requirements of the Prospectus Directive, the greater of U.S.$500,000 or €50,000 (or, in each case, if in a different currency, the equivalent on the issue date).

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SUNTRUST BANK

BANK NOTE

(Definitive Bearer Note)

ORIGINAL ISSUE DATE:   PRINCIPAL AMOUNT:   MATURITY DATE:                   SPECIFIED CURRENCY: ¨  U.S. dollar ¨  Other:   OPTION TO ELECT PAYMENT IN SPECIFIED CURRENCY (if Specified Currency is other than the United States dollar):   ¨  Yes    ¨  No   AUTHORIZED DENOMINATIONS:   SPECIFIED CURRENCY:   INTEREST PAYMENT DATES:   ¨ FIXED RATE NOTE       INTEREST RATE:             %   ¨  FLOATING RATE NOTE   INTEREST RATE DETERMINATION:   ¨  ISDA RATE         MARGIN (PLUS OR MINUS):         DESIGNATED MATURITY:         FLOATING RATE OPTION:         RESET DATE:   ¨  REFERENCE RATE DETERMINATION   INDEX MATURITY: INITIAL INTEREST RATE:     %   INTEREST RATE BASIS OR BASES:   IF LIBOR: ¨ LIBOR Moneyline Telerate             Page: ¨ LIBOR Reuters             Page:   IF CMT RATE: Designated CMT         Moneyline Telerate Page: ¨  7051 ¨  7052    ¨  Weekly    ¨  Monthly   SPREAD (PLUS OR MINUS) AND/OR SPREAD MULTIPLIER:   INTEREST RESET PERIOD:   INITIAL INTEREST RESET DATE:   INTEREST RESET DATES:   DESIGNATED LIBOR CURRENCY:   INTEREST CALCULATION:   ¨  Regular Floating Rate Note ¨  Floating Rate/Fixed Rate Note           Fixed Rate Commencement Date:           Fixed Interest Rate: ¨ Inverse Floating Rate Note           Fixed Interest Rate:   RECORD DATES (if other than the 15th calendar day (whether or not a Business Day) prior to each Interest Payment Date):   MAXIMUM INTEREST RATE:             %   MINIMUM INTEREST RATE:             %

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INITIAL REDEMPTION DATE:   INITIAL REDEMPTION PERCENTAGE:             %   ANNUAL REDEMPTION PERCENTAGE REDUCTION:   HOLDER’S OPTIONAL REPAYMENT DATE(S):   DAY COUNT CONVENTION   ¨  30/360 for the period from and including         to but excluding         . ¨  Actual 360 for the period from and including          to but excluding         . ¨  Actual/Actual for the period from and including          to but excluding         . Actual/Actual (ISMA) for the period from and including          to but excluding         .   If Actual/Actual (ISMA) Fixed Rate Day Count Convention:   Interest Commencement Date: Determination Dates: ¨  Other:   BUSINESS DAY CONVENTION ¨  Floating Rate Convention ¨  Following Business Day       Convention ¨  Modified Following Business Day       Convention ¨  Preceding Business Day Convention   DEFAULT RATE:         %   EXCHANGE RATE AGENT:   CALCULATION AGENT (if other than Deutsche Bank Trust Company Americas):   ORIGINAL ISSUE DISCOUNT ¨  Yes ¨  No Total Amount of OID: Yield to Maturity: Initial Accrual Period: Issue Price:         %

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[INDEXED NOTES: Insert relevant provisions from Pricing Supplement.]

[AMORTIZING NOTES: Insert relevant provisions from Pricing Supplement.]

[DUAL CURRENCY NOTES: Insert relevant provisions from Pricing Supplement.]

[EXTENDIBLE NOTES: Insert relevant provisions from Pricing Supplement.]

[INSTALLMENT NOTES: Insert relevant provisions from Pricing Supplement.]

[PARTLY PAID NOTES: Insert relevant provisions from Pricing Supplement.]

[Insert other applicable general provisions from Pricing Supplement.]

REDENOMINATION (Yes/No): [if yes, insert details from Pricing Supplement.]

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SUNTRUST BANK, a bank organized under the laws of the State of Georgia (the “Bank”), for value received, hereby promises to pay to the bearer hereof, upon presentation and surrender of this Note, the principal amount specified above on the Maturity Date (except to the extent redeemed or repaid prior to the Maturity Date) specified above and to pay interest thereon (i) in accordance with the provisions set forth on the reverse hereof under the caption “Fixed Rate Interest Provisions,” if this Note is designated as a “Fixed Rate Note” above, or (ii) in accordance with the provisions set forth on the reverse hereof under the caption “Floating Rate Interest Provisions,” if this Note is designated as a “Floating Rate Note” above, but only, in the case of interest (other than Additional Amounts (as defined on the reverse hereof) payable as provided herein) due on or before Maturity (as defined on the reverse hereof), upon presentation and surrender of the interest coupons attached hereto as they severally mature. The Bank shall also (to the extent that the payment of such interest shall be legally enforceable) pay interest at the Default Rate per annum specified above on any overdue principal and premium, if any, and on any overdue installment of interest. If no Default Rate is specified in the Pricing Supplement, the Default Rate shall be the Interest Rate on this Note specified in the Pricing Supplement. Interest so payable on overdue interest shall be paid to the bearer of the interest coupon representing such overdue interest. In the event that the principal of this Note shall become due and payable prior to the Maturity Date specified above and money therefor shall have been paid or made available for payment, all unmatured interest coupons (whether or not attached) shall become void and no payment shall be made in respect thereof.

This Note is one of a duly authorized issue of the Bank’s notes due from 7 days to 30 years or more from date of issue (the “Notes”). The Notes are issued and to be issued in accordance with an Amended and Restated Global Agency Agreement, dated as of November 21, 2006 (the “Global Agency Agreement”), among the Bank and Deutsche Bank Trust Company Americas, as paying agent (the “Domestic Paying Agent”) and as domestic registrar (the “Domestic Registrar”), Deutsche Bank AG, London Branch, as paying agent (the “London Paying Agent”), issuing agent (the “London Issuing Agent”) and as transfer agent (the “Transfer Agent”), and Deutsche International Corporate Services (Ireland) Limited, as Irish paying agent (the “Irish Paying Agent”, and, together with the Domestic Paying agent and the London Paying Agent, the “Paying Agents”, and, individually, a “Paying Agent”) and European registrar (the “European Registrar” and, together with the Domestic Registrar, the “Registrars” and each, a “Registrar”). The terms Domestic Paying Agent, Domestic Registrar, London Paying Agent, London Issuing Agent, Transfer Agent, Irish Paying Agent and European Registrar shall include any additional or successor agents appointed in such capacities by the Bank.

Unless otherwise provided herein or in the Pricing Supplement, the principal of, and premium, if any, and interest on, this Note are payable in the Specified Currency indicated above (or, if such Specified Currency is not at the time of such payment legal tender for the payment of public and private debts, in (x) such other coin or currency of the country that issued such Specified Currency or (y) (if such Specified Currency is the euro) the successor currency under applicable law, in each case as at the time of such payment is legal tender for the payment of debts).

Subject to any fiscal or other laws and regulations applicable thereto in the place of payment, payments on this Note will be made by transfer to an account in the Specified Currency (which, in the case of a payment in yen to a non-resident of Japan, shall be a

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non-resident account) maintained by the payee with, or by a check in the Specified Currency drawn on, a bank (which, in the case of a payment in yen to a non-resident of Japan, shall be an authorized foreign exchange bank) in the Principal Financial Center of the country of the Specified Currency (which, in the case of the euro, shall be deemed for this purpose to be the capital city of any country whose currency has been replaced by the euro or any other location designated in the applicable Pricing Supplement); provided, however, that a check may not be delivered to an address in, and an amount may not be transferred to an account at a bank located in, the United States by any office or agency of the Bank or any Paying Agent.

Payments of principal, premium, if any, and interest on this Note will be made in the manner specified above against presentation or surrender of this Note or coupons, as the case may be, at the office of the London Paying Agent maintained for that purpose, or at the office or agency of any other Paying Agent located outside the United States.

The bearer of this Note shall be the only person entitled to receive payments with respect hereto, and the Bank will be discharged by payment to, or to the order of, the bearer of this Note with respect to each amount so paid. No person other than the bearer hereof shall have any claim against the Bank with respect to payments due hereon.

Notwithstanding anything to the contrary contained herein, payments with respect to this Note will only be made at the specified office of a Paying Agent in the United States if:

(i) the Bank has appointed Paying Agents with specified offices outside the United States with the reasonable expectation that such Paying Agents would be able to make payment at such specified offices outside the United States of the full amount due with respect to this Note in the manner provided above when due;

(ii) payment of the full amount due with respect to this Note at such specified offices outside the United States is illegal or effectively precluded by exchange controls or other similar restrictions; and

(iii) such payment is then permitted under United States law without involving, in the opinion of the Bank, adverse tax consequences to the Bank.

If this Note is a Fixed Rate Note and the date for payment of any amount with respect to this Note or any coupon pertaining hereto is not a Payment Business Day in the place of presentation, the bearer of this Note or any such coupon shall not be entitled to payment until the next succeeding Payment Business Day in the relevant place and shall not be entitled to further interest or other payment with respect to such delay. For these purposes, unless otherwise specified herein, “Payment Business Day” means any Business Day which is also a day on which commercial banks and foreign exchange markets settle payments in the relevant place of presentation.

If this Note is a Floating Rate Note and any interest payment date for this Note (other than an interest payment date at maturity) would otherwise fall on a day that is not a Payment Business Day, then, if the business day convention specified on the face hereof (or, if this Note is in global form, in the applicable Pricing Supplement) is:

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(a) the “Floating Rate Convention,” such interest payment date shall be postponed to the next succeeding day which is a Payment Business Day unless it would thereby fall into the next succeeding calendar month, in which event (1) such interest payment date shall be brought forward to the next preceding Payment Business Day and (2) each subsequent interest payment date shall be the last Payment Business Day in the month which falls the number of months or other period specified as the interest payment period on the face hereof (or, if this Note is in global form, in the applicable Pricing Supplement) after the preceding applicable interest payment date occurred; or

(b) the “Following Business Day Convention,” such interest payment date shall be postponed to the next succeeding day which is a Payment Business Day; or

(c) the “Modified Following Business Day Convention,” such interest payment date shall be postponed to the next succeeding day which is a Payment Business Day unless it would thereby fall into the next succeeding calendar month, in which event such interest payment date shall be brought forward to the next preceding Payment Business Day; or

(d) the “Preceding Business Day Convention,” such interest payment date shall be brought forward to the next preceding Payment Business Day.

If this Note is a Floating Rate Note and this Note matures on a day that is not a Payment Business Day, the payment of principal, premium, if any, and interest will be made on the next succeeding Payment Business Day, and no interest on such payment will accrue for the period from and after the maturity date of this Note.

Principal, premium, if any, and interest due upon redemption or repayment of this Note as provided herein shall be paid upon presentation and surrender of this Note, together with all appurtenant interest coupons, if any, maturing subsequent to the date of redemption or repayment, as the case may be, to any Paying Agent located outside the United States. Notwithstanding anything to the contrary contained herein, if this Note shall be surrendered for redemption or repayment without all appurtenant interest coupons maturing after the date of redemption or repayment, as the case may be, this Note shall be paid after deducting from the amount otherwise payable on such date an amount equal to the face amount of all missing interest coupons. If, thereafter, the bearer of this Note shall surrender to any Paying Agent located outside the United States any such missing interest coupon in respect of which a deduction shall have been made from the redemption or repayment price, such bearer shall be entitled to receive the amount so deducted.

Title to this Note shall pass by delivery. The Bank may treat the bearer hereof as the absolute owner of this Note for all purposes (whether or not this Note shall be overdue and notwithstanding any notation of ownership or writing hereof or notice of any previous loss or theft thereof).

Any action by the bearer of this Note shall bind all future bearers of this Note, and of any Note issued in exchange or substitution hereof or in place hereof, in respect of anything done or permitted by the Bank or by the Paying Agents in pursuance of such action.

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Reference is hereby made to the further provisions of this Note 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 European Registrar, by manual signature of an authorized signatory, this Note shall not be valid or obligatory for any purpose.

This Note shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflicts of law principles thereof, and all applicable United States federal laws and regulations.

IN WITNESS WHEREOF, the Bank has caused this Note to be duly executed.

SUNTRUST BANK

By:

Name:

Title:

Dated:

EUROPEAN REGISTRAR’S

CERTIFICATE OF AUTHENTICATION

This is one of the Notes referred

to in the within-mentioned Global Agency Agreement.

DEUTSCHE INTERNATIONAL CORPORATE SERVICES (IRELAND) LIMITED,

as European Registrar

By:

Name:

Title:

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[Reverse of Note]

[ATTACH REVERSE OF NOTE IN FORM

OF EXHIBIT K TO THE GLOBAL AGENCY AGREEMENT]

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EXHIBIT F

FORM OF COUPON

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

No.        

SUNTRUST BANK

[If the Note to which this Coupon relates is a Fixed Rate Note:] This is a Coupon for              due on             .

[If the Note to which this Coupon relates is a Floating Rate Note:] This is a Coupon for the amount due on the Interest Payment Date falling on             .

This Coupon is payable to bearer (subject to the terms and conditions of the Note to which this Coupon appertains, which shall be binding upon the bearer of this Coupon whether or not it is for the time being attached to such Note) at the specified offices of each Paying Agent set out on the reverse hereof (or any other Paying Agent or specified office duly appointed or nominated and notified to the holders of Notes of the Series of which the Note to which this Coupon appertains is a part).

If the Note to which this Coupon appertains shall have become due and payable before the date this Coupon matures, this Coupon shall become void and no payment shall be made in respect hereof.

SUNTRUST BANK

By:

Name:

Title:

F-1

[Reverse of Coupon]

[Names and Addresses of Paying Agents]

and/or such other or further agents and/or specified offices as may from time to time be duly appointed or nominated and notified to holders of Notes of the Series of which the Note to which this Coupon appertains is a part.

F-2

EXHIBIT G

FORM OF TALON

[On the front:]

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

SUNTRUST BANK

After all the Coupons numbered          through          appertaining to the Note and issued in the Coupon sheet to which this Talon was attached have matured, further Coupons numbered          through          [and a further Talon giving entitlement to further Coupons [and a further Talon]] will be issued at any specified office of the Paying Agents set out on the reverse hereof (or such one or more of them and/or such other or further Paying Agents and/or specified offices as shall have been duly appointed or nominated and notified to the holders of the Notes of the Series of which the Note to which this Talon appertains is a part) upon production and surrender of this Talon, subject to the terms and conditions of such Note, which shall be binding on the holder of this Talon whether or not it is for the time being attached to such Note.

This Talon is separately negotiable. The Coupons to which this Talon give entitlement may, in certain circumstances, become void under the terms and conditions of the Note to which this Talon appertains before the respective dates on which they mature.

SUNTRUST BANK

By:

Name:

Title:

G-1

[Reverse of Talon]

[Names and Addresses of Paying Agents]

and/or such other or further agents and/or specified offices as may from time to time be duly appointed or nominated and notified to holders of Notes of the Series of which the Note to which this Talon appertains is a part.

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EXHIBIT H

FORM OF RECEIPT

[Face of Receipt:]

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

No.            

SUNTRUST BANK

Receipt for the sum of [            ], being the installment of principal payable in accordance with the terms and conditions of the Note to which this Receipt appertains (the “Terms and Conditions”) on [            ].

This Receipt is issued subject to and in accordance with the Terms and Conditions, which shall be binding upon the holder of this Receipt (whether or not it is for the time being attached to such Note) and is payable at the specified office of any of the Paying Agents set out on the reverse hereof (and/or any other or further Paying Agents and/or specified offices as may from time to time be duly appointed and notified to the Noteholders).

This Receipt must be presented for payment together with the Note to which it appertains. SunTrust Bank shall have no obligation in respect of any Receipt presented without the Note to which it appertains or any unmatured Receipts.

SUNTRUST BANK

By:

Name:

Title:

H-1

[Reverse of Receipt]

[Names and Addresses of Paying Agents]

and/or such other or further agents and/or specified offices as may from time to time be duly appointed or nominated and notified to holders of Notes of the Series of which the Note to which this Receipt appertains is a part.

H-2

EXHIBIT I

[FORM OF]

AMENDED AND RESTATED INTEREST CALCULATION AGENCY AGREEMENT, dated as of November 21, 2006, between SUNTRUST BANK (the “Bank”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, as calculation agent.

WHEREAS:

A. The Bank has established the Global Bank Note Program described in the Offering Circular, dated November 21, 2006 (as such document may hereafter be amended or supplemented by the Bank, including the material incorporated therein by reference, the “Offering Circular”), which will be supplemented by one or more pricing supplements or final terms (each a “Supplement”) setting forth additional terms and conditions of Bank Notes, pursuant to which the Bank may from time to time issue up to US$20,000,000,000 (or the equivalent thereof in other currencies) aggregate principal amount at any one time outstanding of its Bank Notes (the “Notes”);

B. In connection with the establishment of the Global Bank Note Program, the Bank has entered into an Amended and Restated Global Agency Agreement, dated as of November 21, 2006 (the “Global Agency Agreement”), among the Bank, Deutsche Bank Trust Company Americas, as Domestic Paying Agent and Domestic Registrar, Deutsche Bank AG, London Branch, as London Paying Agent, London Issuing Agent and Transfer Agent, and Deutsche International Corporate Services (Ireland) Limited, as Irish Paying Agent and European Registrar. Capitalized terms not defined herein shall have the respective meanings ascribed to them in the Global Agency Agreement;

C. The Notes may be denominated in U.S. dollars or in foreign currencies or currency units and may bear interest at a fixed rate, a floating rate (including rates determined by reference to certain other rates or formulas), all as set forth on the face of the particular Note; and

D. The Notes and any Supplement will set forth the duties and obligations of an agent of the Bank to calculate from time to time any variable interest rates or other bases for determining the payment of interest, premium or principal with respect to Notes on which interest is to accrue at a variable or floating rate (“Floating Rate Notes”).

NOW, THEREFORE, in consideration of the premises, and of the mutual covenants, representations, warranties and agreements contained herein, the parties agree as follows:

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SECTION 1. Appointment of Calculation Agent.

The Bank hereby appoints Deutsche Bank Trust Company Americas as calculation agent (in such capacity, the “Calculation Agent”) of the Bank for the purpose of calculating the interest rates on any Floating Rate Notes to be issued by the Bank, in the manner and at the times provided in the Global Agency Agreement, the Floating Rate Notes and any Supplement, and the Calculation Agent hereby accepts its obligations as set forth in this Agreement upon the terms and conditions set forth herein. The Amended and Restated Interest Calculation Agency Agreement, dated March 31, 2004, among the Bank and the Calculation Agent (the “Existing Calculation Agency Agreement”) shall be amended and restated as set forth in this Agreement. Any duties performed by the Calculation Agent with respect to Notes issued on or after the date of this Agreement shall be so performed pursuant to this Agreement. Any Notes of the Bank issued prior to the date of this Agreement and subject to the Existing Calculation Agency Agreement, or any other calculation agency agreement shall, in each case, continue to be governed by the calculation agency agreement to which they are subject.

Notwithstanding anything to the contrary herein, the Bank may appoint a different interest calculation agent in connection with any Series of Floating Rate Notes.

SECTION 2. Calculation of Interest Rates.

(a) As soon as reasonably practical on or after each interest determination date for any Floating Rate Note, the Calculation Agent shall exercise due care to determine the applicable interest rates and notify the Bank and the Paying Agents of such interest rate. All interest rate determinations made by the Calculation Agent with respect to the Floating Rate Notes shall, in the absence of manifest error, be conclusive for all purposes and binding upon the Bank and the holders from time to time of Floating Rate Notes. The Bank will give the Calculation Agent at least three business days’ notice of each interest determination date. The Calculation Agent will, upon the request of the holder of any Floating Rate Note, provide the interest rate then in effect with respect to such Floating Rate Note and, if determined, the interest rate with respect to such Floating Rate Note which will become effective on the next Interest Reset Date. The Calculation Agent will notify the Bank and any Stock Exchange on which the relevant Floating Rate Notes are for the time being listed of such interest rate, the relevant Interest Payment Date, the amount of interest payable for a specific denomination and the Interest Period, if applicable, and, if and so long as the rules of such Stock Exchange require, will cause the same to be published as soon as practicable after their determination but in no event later than the fourth London Business Day thereafter. If any Floating Rate Notes are listed on a Stock Exchange, the Calculation Agent will provide the notification referred to in the previous sentence to such Stock Exchange prior to the first day of the relevant Interest Period.

(b) The Calculation Agent and the Bank agree to comply with the Procedures Memorandum. No amendment to the provisions of the Procedures Memorandum relating to the duties or obligations of the Calculation Agent hereunder may become effective without the prior written consent of the Calculation Agent, which consent shall not be unreasonably withheld.

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SECTION 3. New Base Rates.

If the Bank proposes to issue Floating Rate Notes whose interest rate will be determined on a basis or formula not referred to in the Offering Circular (a “New Base Rate”), the Bank shall give a description of such New Base Rate to the Calculation Agent. The Calculation Agent shall determine if it is able and willing to calculate the New Base Rate and upon its agreement in writing to do so, the Calculation Agent shall calculate interest rates as referred to above including the New Base Rate. If the Calculation Agent notifies the Bank that it is not able or willing to calculate the New Base Rate, or that it is only willing to do so on the basis of an increase of its fees not acceptable to the Bank, the Calculation Agent shall have no responsibility with respect to such New Base Rate and the Bank shall appoint a different calculation agent to determine the New Base Rate.

SECTION 4. Fees and Expenses.

The Calculation Agent shall be entitled to such compensation for its services under this Agreement as may be agreed upon with the Bank in writing, and the Bank shall pay such compensation and shall reimburse the Calculation Agent for all reasonable expenses (including legal fees and expenses), disbursements and advances incurred or made by the Calculation Agent in connection with the services rendered by it under this Agreement, except any expenses, disbursements or advances attributable to its gross negligence, willful misconduct or bad faith.

SECTION 5. Rights and Liabilities of Calculation Agent.

The Calculation Agent shall incur no liability for, or in respect of, any action taken, omitted to be taken or suffered by it in reliance upon any Floating Rate Note, certificate, affidavit, instruction, notice, request, direction, order, statement or other paper, document or communication reasonably believed by it to be genuine. Any certificate, affidavit, instruction, notice, request, direction, order, statement or other communication from the Bank made or given by it and sent, delivered or directed to the Calculation Agent under, pursuant to or as permitted by any provision of this Agreement shall be sufficient for purposes of this Agreement if such communication is in writing and signed by any officer of the Bank. The Calculation Agent may consult with counsel satisfactory to it and the opinion or advice of such counsel shall constitute full and complete authorization and protection of the Calculation Agent with respect to any action taken, omitted to be taken or suffered by it hereunder in good faith and in accordance with and in reliance upon the opinion of such counsel. In acting under this Agreement, the Calculation Agent (in its capacity as such) does not assume any obligation towards, or any relationship of agency or trust for or with, the holders of the Notes.

SECTION 6. Right of Calculation Agent to Own Floating Rate Notes.

The Calculation Agent and its officers, employees and shareholders may become owners of, or acquire any interests in, Floating Rate Notes, with the same rights as if the Calculation Agent were not the Calculation Agent, and may engage in, or have an interest in, any financial or other transaction with the Bank as if the Calculation Agent were not the Calculation Agent.

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SECTION 7. Duties of Calculation Agent.

The Calculation Agent shall be obligated only to perform such duties as are specifically set forth herein and no other duties or obligations on the part of the Calculation Agent, in its capacity as such, shall be implied by this Agreement.

SECTION 8. Termination, Resignation or Removal of Calculation Agent.

The Calculation Agent may at any time terminate this Agreement by giving no less than 60 days’ written notice to the Bank unless the Bank consents in writing to a shorter time. Upon receipt of notice of termination by the Calculation Agent, the Bank agrees promptly to appoint a successor calculation agent. The Bank may terminate this Agreement at any time by giving written notice to the Calculation Agent and specifying the date when the termination shall become effective; provided, however, that no termination by the Calculation Agent or by the Bank shall become effective prior to the date of the appointment by the Bank, as provided in Section 9 hereof, of a successor calculation agent and the acceptance of such appointment by such successor calculation agent. Upon termination by either party pursuant to the provisions of this Section, the Calculation Agent shall be entitled to the payment of any compensation owed to it by the Bank hereunder and to the reimbursement of all reasonable expenses, disbursements and advances incurred or made by the Calculation Agent in connection with the services rendered by it hereunder, as provided by Section 4 hereof, and the provisions of Section 10 shall remain in effect following such termination.

SECTION 9. Appointment of Successor Calculation Agent.

Any successor calculation agent appointed by the Bank following termination of this Agreement pursuant to the provisions of Section 8 hereof shall execute and deliver to the Calculation Agent and to the Bank an instrument accepting such appointment, and thereupon such successor calculation agent shall, without any further act or instrument, become vested with all the rights, immunities, duties and obligations of the Calculation Agent, with like effect as if originally named as Calculation Agent hereunder, and the Calculation Agent shall thereupon be obligated to transfer and deliver, and such successor calculation agent shall be entitled to receive and accept, copies of any available records maintained by the Calculation Agent in connection with the performance of its obligations hereunder.

SECTION 10. Indemnification.

The Bank shall indemnify and hold harmless the Calculation Agent, its officers, directors, agents and employees from and against all actions, claims, damages, liabilities, losses and expenses (including legal fees and expenses) relating to or arising out of actions or omissions in any capacity hereunder or under the Notes, the Global Agency Agreement, the Offering Circular or any Supplement, except actions, claims, damages, liabilities, losses and expenses caused by the gross negligence, or willful misconduct or bad faith of the Calculation Agent, its officers or employees. This indemnity shall survive the termination of this Agreement and the Global Agency Agreement, the final payment of the Floating Rate Notes, and the resignation or removal of the Calculation Agent.

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SECTION 11. Merger, Consolidation or Sale of Business by Calculation Agent.

Any corporation into which the Calculation Agent may be merged, converted, or consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent may be a party, or any corporation to which the Calculation Agent may sell or otherwise transfer all or substantially all of its corporate trust business, shall, to the extent permitted by applicable law, become the Calculation Agent under this Agreement without the execution of any paper or any further act by the parties hereto.

SECTION 12. Notices.

Any notice or other communication given hereunder shall be delivered in person, sent by letter or telecopy or communicated by telephone (subject, in the case of communication by telephone, to written confirmation dispatched within 24 hours) to the addresses given below or such other address as the party to receive such notice may have previously specified:

To the Bank:

SunTrust Bank

303 Peachtree Street, N.E.

Atlanta, Georgia 30308

Mail Code: Georgia-Atlanta-0635

Attention: Treasurer

Telephone number: (404) 581-1281

Facsimile number: (404) 724-3749

Together with a copy to:

General Counsel

SunTrust Bank

303 Peachtree Street, N.E.

Atlanta, Georgia 30308

Mail Code: Georgia-Atlanta-0643

Facsimile Number: (404) 724-3550

To the Calculation Agent:

Deutsche Bank Trust Company Americas

c/o Deutsche Bank National Trust Company

Global Transaction Banking

Trust & Securities Services

25 DeForest Avenue

MS: 01-0105

Summit, New Jersey 07901

Telephone: (908) 608-3191

Facsimile: (732) 578-4635

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Any notice hereunder given by letter or telecopy shall be deemed to have been received when it would have been received in the ordinary course of post or transmission, as the case may be.

SECTION 13. Benefit of Agreement.

Except as provided herein, this Agreement is solely for the benefit of the parties hereto and their successors and assigns and no other person shall acquire or have any rights under or by virtue hereof.

SECTION 14. Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of laws principles thereof, and all applicable United States federal laws and regulations.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

SUNTRUST BANK
By:
Name:
Title:
DEUTSCHE BANK TRUST COMPANY AMERICAS, as the Calculation Agent
By:	Deutsche Bank National Trust Company
By:
Name:
Title:
By:
Name:
Title:

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EXHIBIT J

[FORM OF]

EXCHANGE RATE AGENCY AGREEMENT, dated as of November 21, 2006, between SUNTRUST BANK (the “Bank”) and DEUTSCHE BANK AG, LONDON BRANCH.

WHEREAS:

A. The Bank has established the Global Bank Note Program described in the Offering Circular, dated the date hereof (as such document may hereafter be amended or supplemented by the Bank, including the material incorporated therein by reference, the “Offering Circular”), which will be supplemented by one or more pricing supplements or final terms (each a “Supplement”) setting forth additional terms and conditions of Bank Notes, pursuant to which the Bank may from time to time issue up to US$20,000,000,000 (or the equivalent thereof in other currencies) aggregate principal amount at any one time outstanding of its Bank Notes (the “Notes”);

B. In connection with the establishment of the Global Bank Note Program, the Bank has entered into an Amended and Restated Global Agency Agreement, dated as of November 21, 2006 (the “Global Agency Agreement”), among the Bank, Deutsche Bank Trust Company Americas, as Domestic Paying agent and Domestic Registrar, Deutsche Bank AG, London Branch, as London Paying Agent, London Issuing Agent and Transfer Agent, and Deutsche International Corporate Services (Ireland) Limited, as Irish Paying Agent and European Registrar. Capitalized terms not defined herein shall have the respective meanings ascribed to them in the Global Agency Agreement;

C. The Notes may be denominated in U.S. dollars or in foreign currencies or currency units (“Specified Foreign Currency”) and may bear interest at a fixed rate, a floating rate or by reference to certain other rates, all as set forth in the particular Note; and

D. The Notes and any Supplement will set forth the duties and obligations of an agent of the Bank to obtain from time to time exchange rates for Specified Foreign Currencies in which certain Notes are denominated (each such Note a “Foreign Currency Note”) and, upon request, to execute foreign exchange spot transactions for such Specified Foreign Currencies.

NOW, THEREFORE, in consideration of the premises, and of the mutual covenants, representations, warranties and agreements contained herein, the parties agree as follows:

SECTION 1. Appointment of Exchange Rate Agent.

The Bank hereby appoints Deutsche Bank AG, London Branch, as its agent (in such capacity, the “Exchange Rate Agent”), and the Exchange Rate Agent hereby accepts such appointment, as the Bank’s agent for the purposes of obtaining from time to time exchange rates and executing foreign exchange spot transactions for Specified Foreign Currencies upon the terms and subject to the conditions provided hereinafter. Notwithstanding anything to the contrary herein, the Bank may appoint a different exchange rate agent in connection with any Series of Notes.

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SECTION 2. Determination of Exchange Rate.

(a) The Exchange Rate Agent shall determine such exchange rates of currencies as may be required from time to time in accordance with the requirements set forth in the Global Agency Agreement, the Notes and any Supplement.

(b) If the Exchange Rate Agent is not quoting rates in the Specified Foreign Currency, the Exchange Rate Agent shall promptly notify the Bank and the Paying Agent.

SECTION 3. Fees and Expenses.

The Exchange Rate Agent shall be entitled to such compensation for its services under this Agreement as shall be agreed upon with the Bank in writing, and the Bank shall pay such compensation and shall reimburse the Exchange Rate Agent for all reasonable expenses, disbursements and advances incurred or made by it in connection with the services rendered by it under this Agreement (including legal fees and expenses) except any expenses, disbursements or advances attributable to its gross negligence, willful misconduct or bad faith.

SECTION 4. Rights and Liabilities of Exchange Rate Agent.

The Exchange Rate Agent shall incur no liability for, or in respect of, any action taken, omitted to be taken or suffered by it in reliance upon any Note, certificate, affidavit, instruction, notice, request, direction, order, statement or other paper, document or communication reasonably believed by it to be genuine. Any order, certificate, affidavit, instruction, notice, request, direction, statement or other communication from the Bank made or given by it and sent, delivered or directed to the Exchange Rate Agent under, pursuant to, or as permitted by, any provision of this Agreement shall be sufficient for purposes of this Agreement if such communication is in writing and signed by any officer or attorney-in-fact of the Bank. The Exchange Rate Agent may consult with counsel satisfactory to it and the advice of such counsel shall constitute full and complete authorization and protection of the Exchange Rate Agent with respect to any action taken, omitted to be taken or suffered by it hereunder in good faith and in accordance with and in reliance upon the advice of such counsel.

SECTION 5. Right of Exchange Rate Agent to Own Notes, etc.

The Exchange Rate Agent may act as an Agent under the Global Agency Agreement and it, its officers, employees and shareholders, may become owners of, or acquire any interests in, Notes, with the same rights as if the Exchange Rate Agent were not the Exchange Rate Agent hereunder. The Exchange Rate Agent may engage in, or have an interest in, any financial or other transaction with the Bank or any of its affiliates (including, without limitation, foreign exchange transactions of any type or nature and in any currency, whether a spot transaction, forward transaction, option, future, option on a future or otherwise) as if the Exchange Rate Agent were not the Exchange Rate Agent hereunder.

SECTION 6. Duties of Exchange Rate Agent.

In acting under this Agreement and in connection with the Notes, the Exchange Rate Agent shall be obligated only to perform such duties as are specifically set forth herein and no other duties or obligations on the part of the Exchange Rate Agent shall

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be implied by this Agreement. In acting under this Agreement, the Exchange Rate Agent assumes no obligation towards, or any relationship of agency or trust for or with, the holders of the Notes.

SECTION 7. Termination, Resignation or Removal of Exchange Rate Agent.

The Exchange Rate Agent may at any time terminate this Agreement by giving no less than 60 days’ written notice to the Bank, unless the Bank consents in writing to a shorter time. Upon receipt of notice of termination by the Exchange Rate Agent, the Bank agrees promptly to appoint a successor exchange rate agent. The Bank may terminate this Agreement at any time by giving written notice to the Exchange Rate Agent and specifying the date when the termination shall become effective; provided, however, that no termination by the Exchange Rate Agent or by the Bank shall become effective prior to the date of the appointment by the Bank, as provided in Section 8 below, of a successor exchange rate agent and the acceptance of such appointment by such successor exchange rate agent. If an instrument of acceptance by a successor exchange rate agent shall not have been delivered to the resigning or terminated Exchange Rate Agent within 60 days after the giving of such notice of resignation, the resigning Exchange Rate Agent may petition any court of competent jurisdiction for the appointment of a successor exchange rate agent. Upon termination by either party pursuant to the provisions of this Section, the Exchange Rate Agent shall be entitled to the payment of any compensation owed to it by the Bank hereunder and to the reimbursement of all reasonable expenses, disbursements and advances incurred or made by it in connection with the services rendered by it hereunder. The provisions of this Section 7 and Section 9 shall remain in effect following such termination.

SECTION 8. Appointment of Successor Exchange Rate Agent.

Any successor exchange rate agent appointed by the Bank or by a court following termination of this Agreement pursuant to the provisions of the foregoing Section 7 shall execute and deliver to the Exchange Rate Agent and to the Bank an instrument accepting such appointment and thereupon such successor exchange rate agent shall, without any further act or instrument, become vested with all the rights, immunities, duties and obligations of the Exchange Rate Agent, with like effect as if originally named as the Exchange Rate Agent hereunder, and the Exchange Rate Agent shall thereupon be obligated to transfer and deliver, and such successor exchange rate agent shall be entitled to receive and accept, copies of any available records maintained by the Exchange Rate Agent in connection with the performance of its obligations hereunder.

SECTION 9. Indemnification.

The Bank shall indemnify and hold harmless the Exchange Rate Agent, its officers, directors, agents and employees from and against all actions, claims, damages, liabilities, losses and expenses (including legal fees and expenses) relating to or arising out of actions or omissions in any capacity hereunder or under the Notes, the Global Agency Agreement, the Offering Circular or any Supplement, except actions, claims, damages, liabilities, losses and expenses caused by the gross negligence, willful misconduct or bad faith of the Exchange Rate Agent, its officers or employees. This Section 9 shall survive the termination of this Agreement and the payment in full of all obligations under the Notes, whether by redemption, repayment or otherwise.

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SECTION 10. Merger, Consolidation or Sale of Business by Exchange Rate Agent.

Any corporation into which the Exchange Rate Agent may be merged, converted or consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Exchange Rate Agent may be a party, or any corporation to which the Exchange Rate Agent may sell or otherwise transfer all or substantially all of its corporate trust business, shall, to the extent permitted by applicable law, become the Exchange Rate Agent under this Agreement without the execution of any document or any further act by the parties hereto.

SECTION 11. Notices.

Any notice or other communication given hereunder shall be delivered in person, sent by letter or telecopy or communicated by telephone (subject, in the case of communication by telephone, to written confirmation dispatched within 24 hours) to the addresses given below or such other address as the party to receive such notice may have previously specified:

To the Bank:

SunTrust Bank

303 Peachtree Street, N.E.

Atlanta, Georgia 30308

Mail Code: Georgia-Atlanta-0635

Attention: Treasurer

Telephone number: (404) 581-1281

Facsimile number: (404) 724-3749

Together with a copy to:

General Counsel

SunTrust Bank

303 Peachtree Street, N.E.

Atlanta, Georgia 30308

Mail Code: Georgia-Atlanta-0643

Facsimile Number: (404) 724-3550

To the Exchange Rate Agent:

Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB

Attention: Trust and Securities Services

Telephone: 44-207-545-8000

Facsimile: 44-207-547-3665

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Any notice hereunder given by letter or telecopy shall be deemed to have been received when it would have been received in the ordinary course of post or transmission, as the case may be.

SECTION 12. Benefit of Agreement.

Except as provided herein, this Agreement is solely for the benefit of the parties hereto and their successors and assigns and no other person shall acquire or have any rights under or by virtue hereof.

SECTION 13. Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of laws principles thereof, and all applicable United States federal laws and regulations.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

SUNTRUST BANK

By:

Name:

Title:

DEUTSCHE BANK AG, LONDON BRANCH, as

the Exchange Rate Agent

By:

Name:

Title:

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EXHIBIT K

FORM OF REVERSE OF NOTE

[Reverse of Note]

Unless otherwise provided herein (or, if this Note is in global form, in the Pricing Supplement), the Notes are issuable only in minimum denominations of US$100,000 and integral multiples of US$1,000 in excess thereof (or equivalent denominations in other currencies, subject to any other statutory or regulatory minimums). Notwithstanding the above, if this Note is subject to the requirements of the Prospectus Directive (Directive 2003/71/EC of the European Parliament and of the Council of November 4, 2003), it is issuable, and each owner of a beneficial interest in this Note is required to hold such beneficial interest, only in minimum denominations of the greater of US$100,000 or €50,000, or the equivalent thereof in other currencies. This Note, and any Note issued in exchange or substitution herefor or in place hereof, or upon registration of transfer, exchange or partial redemption or repayment of this Note, may be issued only in an Authorized Denomination specified in the Pricing Supplement (or, if this Note is in definitive form, specified on the face hereof).

Unless otherwise provided herein (or, if this Note is in global form, in the Pricing Supplement), the principal of, and premium, if any, and interest on, this Note are payable in the Specified Currency indicated on the face hereof (or, if such Specified Currency is not at the time of such payment legal tender for the payment of public and private debts, in (x) such other coin or currency of the country that issued such Specified Currency or (y) (if such Specified Currency is the Euro) the successor currency under applicable law, in each case as at the time of such payment is legal tender for the payment of debts). If this Note is a DTC Global Note and the Specified Currency indicated on the face hereof is other than U.S. dollars, any such amounts paid by the Bank will be converted by Deutsche Bank AG, London Branch, as Exchange Rate Agent, or such other agent as may be specified in the Pricing Supplement (or, if this Note is in definitive form, specified on the face hereof), which for these purposes shall act as currency exchange agent (the “Exchange Rate Agent”), into U.S. dollars for payment to the holder of this Note.

If this Note is a DTC Global Note and the Specified Currency indicated on the face hereof is other than the U.S. dollar, any U.S. dollar amount to be received by the holder of this Note will be based on the Exchange Rate Agent’s bid quotation as of 11:00 a.m., London time, on the second day on which banks are open for business in London, New York City and Atlanta, Georgia, preceding the applicable payment date, for the purchase of U.S. dollars with the Specified Currency for settlement on such payment date of the aggregate amount of the Specified Currency payable to all holders of Notes denominated other than in the U.S. dollar scheduled to receive U.S. dollar payments. If such bid quotation is not available, the Exchange Rate Agent will obtain a bid quotation from a leading foreign exchange bank in London or New York City selected by the Exchange Rate Agent for such purchase. If no such bids are available, payment of the aggregate amount due to the holder of this Note on the payment date will be made in the Specified Currency, subject to the other provisions of this Note relating to payment in such Specified Currency. All currency exchange costs will be borne by the holder of this Note by deductions from such payments. All determinations referred to above made by the Exchange Rate Agent shall be at its sole discretion and shall, in the absence of manifest error, be conclusive for all purposes and binding upon the holder of this Note.

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If this Note is a DTC Global Note and the Specified Currency indicated on the face hereof is other than the U.S. dollar, the holder of this Note may elect to receive payment of principal (and premium, if any) and interest on this Note in the Specified Currency indicated on the face hereof by submitting a written notice to the Paying Agents prior to 5:00 p.m., New York City time, on the fifth Business Day following the applicable Record Date in the case of interest and the tenth calendar day prior to the payment date for the payment of principal. Such notice, which may be mailed or hand delivered or sent by cable, telex or facsimile transmission, shall contain (i) the holder’s election to receive all or a portion of such payment in the Specified Currency on the relevant Interest Payment Date or Maturity, as the case may be, and (ii) wire transfer instructions to an account denominated in the Specified Currency with respect to any payment to be made in the Specified Currency. Any such election made with respect to this Note by the holder will remain in effect with respect to any further payments of principal of, and premium, if any, and interest on this Note payable to the holder of this Note unless such election is revoked on or prior to the fifth Business Day following the applicable Record Date in the case of interest and the tenth calendar day prior to the payment date for the payment of principal.

If (i) this Note is a DTC Global Note and the holder of this Note shall have duly made an election to receive all or a portion of a payment of principal of, and premium, if any, or interest on this Note in the Specified Currency indicated on the face hereof, or (ii) if this Note is not a DTC Global Note, in the case of (i) or (ii) in the event the Specified Currency indicated on the face hereof has been replaced by another currency (a “Replacement Currency”), any amount due pursuant to this Note may be repaid, at the option of the Bank, in the Replacement Currency or in U.S. dollars, at a rate of exchange which takes into account the conversion, at the rate prevailing on the most recent date on which official conversion rates were quoted or set by the national government or other authority responsible for issuing the Replacement Currency, from the Specified Currency to the Replacement Currency and, if necessary, the conversion of the Replacement Currency into U.S. dollars at the rate prevailing on the date of such conversion.

If the Specified Currency indicated on the face hereof is other than the U.S. dollar and (i) this Note is a DTC Global Note and the holder of this Note shall have duly made an election to receive all or a portion of a payment of principal of, and premium, if any, or interest on this Note in the Specified Currency indicated on the face hereof, or (ii) if this Note is not a DTC Global Note, in the case of (i) or (ii) if such Specified Currency is not available due to the imposition of exchange controls or other circumstances beyond the control of the Bank, the Bank will be entitled to satisfy its obligations to the holder of this Note by making such payments of principal of (and premium, if any) or interest on this Note in U.S. dollars until, in the sole discretion of the Bank, the Specified Currency is again available. In such circumstances, the U.S. dollar amount to be received by the holder of this Note will be made on the basis of the most recently available bid quotation from a leading foreign exchange bank in London or New York City selected by the Exchange Rate Agent, for the purchase of U.S. dollars with the Specified Currency for settlement on such payment date of the aggregate amount of the Specified Currency payable to all holders of Notes denominated other than in the U.S. dollar scheduled to receive U.S. dollar payments. Any payment made under such circumstances in U.S. dollars, where the payment is required to be made in the Specified Currency, will not constitute an “Event of Default” with respect to this Note.

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Deutsche Bank Trust Company Americas shall initially act as domestic paying agent (the “Domestic Paying Agent”) and the Bank has initially appointed Deutsche Bank AG, London Branch, as London paying agent (the “London Paying Agent”) and Deutsche International Corporate Services (Ireland) Limited, as Irish paying agent (the “Irish Paying Agent” and together with the Domestic Paying Agent and the London Paying Agent, the “Paying Agents,” and each individually, a “Paying Agent,” and such terms shall include any additional or successor paying agents appointed pursuant to the Global Agency Agreement (as defined on the face hereof)) in respect of the Notes. If this Note is in registered form, this Note may be presented or surrendered for payment, and notices, designations or requests in respect of payments with respect to this Note may be served, at the office or agency of any Paying Agent maintained for that purpose. The Bank may at any time rescind any designation of a Paying Agent, appoint any additional or successor Paying Agents or approve a change in the office through which a Paying Agent acts.

Subject to any fiscal or other laws and regulations applicable thereto in the place of payment, payments on registered Notes to be made in a Specified Currency other than the U.S. dollar and payments on bearer Notes will be made by a check in the Specified Currency drawn on or by wire transfer to an account in the Specified Currency (which, in the case of a payment in yen to a non-resident of Japan, shall be a non-resident account) maintained by the payee with a bank (which, in the case of a payment in yen to a non-resident of Japan, shall be an authorized foreign exchange bank) in the Principal Financial Center of the country of the Specified Currency (which, in the case of the euro, shall be deemed for this purpose to be the capital city of any country whose currency has been replaced by the euro or any other location designated in the applicable Pricing Supplement), provided, however, that a check may not be delivered to an address in, and an amount may not be transferred to an account located in, the United States of America or its possessions by any office or agency of the Bank or any Paying Agent.

Fixed Rate Interest Provisions

If this Note is designated as a “Fixed Rate Note” on the face hereof, the Bank will pay interest on each Interest Payment Date specified in the Pricing Supplement (or, if this Note is in definitive form, specified on the face hereof) and on the Maturity Date or any Redemption Date (as defined below) or Holder’s Optional Repayment Date (as defined below) (each such Maturity Date, Redemption Date and Holder’s Optional Repayment Date and the date on which the principal or an installment of principal is due and payable by declaration of acceleration as provided herein being hereinafter referred to as a “Maturity” with respect to the principal repayable on such date), commencing on the first Interest Payment Date next succeeding the Original Issue Date specified on the face hereof (or if the Original Issue Date is between a Record Date and the Interest Payment Date immediately following such Record Date, on the Second Interest Payment Date following the Original Issue Date), at the Interest Rate per annum specified in the Pricing Supplement (or, if this Note is in definitive form, specified on the face hereof), until the principal hereof is paid or duly made available for payment.

Payments of interest hereon will include interest accrued from and including the most recent Interest Payment Date to which interest on this Note (or any predecessor Note) has been paid or duly provided for (or, unless otherwise specified in the Pricing Supplement (or, if this Note is in definitive form, on the face hereof) if no interest has been paid or duly provided for, from and

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including the Original Issue Date) to but excluding the relevant Interest Payment Date or Maturity, as the case may be. Unless otherwise specified in the Pricing Supplement (or, if this Note is in definitive form, on the face hereof), if the Maturity Date specified on the face hereof falls more than one year from the Original Issue Date, interest payments for this Note if it is denominated in U.S. dollars shall be computed and paid on the basis of a 360-day year of twelve 30-day months. Unless otherwise specified in the Pricing Supplement (or, if this Note is in definitive form, on the face hereof) if the Maturity Date specified on the face hereof falls one year or less from the Original Issue Date, interest payments for this Note if it is denominated in U.S. dollars shall be computed and paid on the basis of the actual number of days in the year divided by 360.

Unless otherwise specified in the Pricing Supplement (or, if this Note is in definitive form, on the face hereof), interest on Fixed Rate Notes denominated other than in U.S. dollars, shall be computed on the basis of the “Actual/Actual (ISMA)” Fixed Day Count Convention.

“Actual/Actual (ISMA)” Fixed Day Count Convention means:

(a) in the case of Fixed Rate Notes where the number of days in the relevant period from and including the most recent Interest Payment Date (or, if none, from and including the Interest Commencement Date, which unless otherwise specified in the Pricing Supplement (or, if this Note is in definitive form, on the face hereof) shall be the Original Issue Date) to but excluding the relevant payment date (the “Accrual Period”) is equal to or shorter than the Determination Period (as defined below) during which the Accrual Period ends, the number of days in such Accrual Period divided by the product of (1) the number of days in such Determination Period and (2) the number of Determination Periods that would occur in one calendar year, assuming interest was to be payable in respect of the whole of that year; or

(b) in the case of Fixed Rate Notes where the Accrual Period is longer than the Determination Period during which the Accrual Period ends, the sum of:

(1) the number of days in such Accrual Period falling in the Determination Period in which the Accrual Period begins divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Periods that would occur in one calendar year, assuming interest was to be payable in respect of the whole of that year; and

(2) the number of days in such Accrual Period falling in the next Determination Period divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Periods that would occur in one calendar year, assuming interest was to be payable in respect of the whole of that year.

“Determination Period” means the period from and including a Determination Date to but excluding the next Determination Date (including, where either the Interest Commencement Date or the final Interest Payment Date is not a Determination Date, the period commencing on the first Determination Date prior to, and ending on the first Determination Date falling after, such date).

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“Determination Date” means each date specified in the Pricing Supplement (or, if this Note is in definitive form, on the face hereof) or, if none is specified, each Interest Payment Date.

Unless otherwise provided herein, if any Interest Payment Date or the Maturity of this Note falls on a day which is not a Business Day, the related payment of principal of, or premium, if any, or interest on, this Note shall be made on the next succeeding Business Day with the same force and effect as if made on the date such payments were due, and no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date or the Maturity, as the case may be.

Floating Rate Interest Provisions

If this Note is designated as a “Floating Rate Note” on the face hereof, the Bank will pay interest on each Interest Payment Date specified in the Pricing Supplement (or, if this Note is in definitive form specified on the face hereof) and at Maturity, commencing on the first Interest Payment Date next succeeding the Original Issue Date specified on the face hereof (or, if the Original Issue Date is between a Record Date and the Interest Payment Date immediately following such Record Date, on the second Interest Payment Date following the Original Issue Date), at a rate per annum determined in accordance with the provisions hereof (and, if this Note is in global form, in accordance with the Pricing Supplement), until the principal hereof is paid or duly made available for payment.

Payments of interest hereon will include interest accrued from and including the most recent Interest Payment Date to which interest on this Note (or any predecessor Note) has been paid or duly provided for (or, if no interest has been paid or duly provided for, from and including the Original Issue Date) to but excluding the relevant Interest Payment Date or Maturity, as the case may be (each such period, an “Interest Period”).

Unless otherwise specified herein (or, if this Note is in global form, in the Pricing Supplement), if any Interest Payment Date (or other date which is subject to adjustment in accordance with a Business Day Convention specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement)) in respect of this Note (other than an Interest Payment Date at Maturity) would otherwise fall on a day that is not a Business Day, then, if the Business Day Convention specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) is:

(1) the “Floating Rate Convention,” such Interest Payment Date (or other date) shall be postponed to the next succeeding day which is a Business Day unless it would thereby fall into the next succeeding calendar month, in which event (A) such Interest Payment Date (or other date) shall be brought forward to the next preceding Business Day and (B) each subsequent Interest Payment Date (or other date) shall be the last Business Day in the month which falls the number of months or other period specified as the Interest Payment Period on the face hereof after the preceding applicable Interest Payment Date (or other date) occurred; or

(2) the “Following Business Day Convention,” such Interest Payment Date (or other date) shall be postponed to the next succeeding day which is a Business Day; or

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(3) the “Modified Following Business Day Convention,” such Interest Payment Date (or other date) shall be postponed to the next succeeding day that is a Business Day unless it would thereby fall into the next succeeding calendar month, in which event such Interest Payment Date (or other date) shall be brought forward to the next preceding Business Day; or

(4) the “Preceding Business Day Convention,” such Interest Payment Date (or other date) shall be brought forward to the next preceding Business Day.

If the Maturity of this Note falls on a day that is not a Business Day, the related payment of principal of (and premium, if any) and interest on, this Note will be made on the next succeeding Business Day with the same force and effect as if made on the date such payment was due, and no interest shall accrue on the amount so payable for the period from and after such Maturity.

If “ISDA Rate” is specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) in connection with the determination of the rate of interest on this Note, the rate of interest on this Note for each Interest Period will be the relevant ISDA Rate (as defined below) plus or minus the Margin, if any, specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement). Unless otherwise specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), “ISDA Rate” means, with respect to any Interest Period, the rate equal to the Floating Rate that would be determined by the Calculation Agent or other person specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) pursuant to an interest rate swap transaction if the Calculation Agent or that other person were acting as calculation agent for that swap transaction in accordance with the terms of an agreement in the form of the ISDA Master Agreement published by the International Swaps and Derivatives Association, Inc. (including any Annexes thereto, the “ISDA Agreement”) and evidenced by a Confirmation (as defined in the ISDA Agreement) incorporating the 2000 ISDA Definitions (the “2000 ISDA Definitions”) published by the International Swaps and Derivatives Association, Inc. and under which:

(A) the Floating Rate Option is as specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement);

(B) the Designated Maturity is the period specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), and

(C) the relevant Reset Date is either (i) if the applicable Floating Rate Option is based on the London interbank offered rate, or on the Euro-zone interbank offered rate (“EURIBOR”) for a currency, the first day of such Interest Period or (ii) in any other case, as specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement).

As used in this paragraph, “Floating Rate,” “Calculation Agent,” “Floating Rate Option,” “Designated Maturity,” and “Reset Date” have the meanings ascribed to those terms in the 2000 ISDA Definitions.

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If “Reference Rate Determination” is specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) in connection with the determination of the rate of interest on this Note, this Note will bear interest at a rate per annum equal to the Initial Interest Rate specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) until the Initial Interest Reset Date specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) and thereafter at a rate per annum determined as follows:

1. If this Note is designated as a “Regular Floating Rate Note” on the face hereof (or, if this Note is in global form, in the Pricing Supplement) or if no designation is made for Interest Calculation on the face hereof (or, if this Note is in global form, in the Pricing Supplement), then, except as described below (or, if this Note is in global form, in the Pricing Supplement), this Note shall bear interest at the rate determined by reference to the applicable Interest Rate Basis or Bases specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) (i) plus or minus the applicable Spread, if any, and/or (ii) multiplied by the applicable Spread Multiplier, if any, specified and applied in the manner described on the face hereof (or, if this Note is in global form, in the Pricing Supplement). Commencing on the Initial Interest Reset Date, the rate at which interest on this Note is payable shall be reset as of each Interest Reset Date specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement); provided, however, that the interest rate in effect for the period from and including the Original Issue Date to but excluding the Initial Interest Reset Date will be the Initial Interest Rate.

2. If this Note is designated as a “Floating Rate/Fixed Rate Note” on the face hereof (or, if this Note is in global form, in the Pricing Supplement), then, except as described below (or, if this Note is in global form, in the Pricing Supplement), this Note shall bear interest at the rate determined by reference to the applicable Interest Rate Basis or Bases specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) (i) plus or minus the applicable Spread, if any, and/or (ii) multiplied by the applicable Spread Multiplier, if any, specified and applied in the manner described on the face hereof (or, if this Note is in global form, in the Pricing Supplement). Commencing on the Initial Interest Reset Date, the rate at which interest on this Note is payable shall be reset as of each Interest Reset Date specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement); provided, however, that (i) the interest rate in effect for the period from and including the Original Issue Date to but excluding the Initial Interest Reset Date shall be the Initial Interest Rate and (ii) the interest rate in effect for the period commencing on, and including, the Fixed Rate Commencement Date specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) to but excluding the Maturity Date shall be the Fixed Interest Rate, if such a rate is specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), or if no such Fixed Interest Rate is so specified, the interest rate in effect hereon on the Business Day immediately preceding the Fixed Rate Commencement Date.

3. If this Note is designated as an “Inverse Floating Rate Note” on the face hereof (or, if this Note is in global form, in the Pricing Supplement), then, except as described below (or, if this Note is in global form, in the Pricing Supplement), this Note shall bear interest equal to the Fixed Interest Rate indicated on the face hereof (or, if this Note is in global form, in the Pricing Supplement) minus the rate determined by reference to the applicable Interest Rate Basis or Bases specified on the face hereof (or, if this Note is in

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global form, in the Pricing Supplement) (i) plus or minus the applicable Spread, if any, and/or (ii) multiplied by the applicable Spread Multiplier, if any, specified and applied in the manner described on the face hereof (or, if this Note is in global form, in the Pricing Supplement); provided, however, that, unless otherwise specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), the interest rate hereon will not be less than zero percent. Commencing on the Initial Interest Reset Date, the rate at which interest on this Note is payable shall be reset as of each Interest Rate Reset Date specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement); provided, however, that the interest rate in effect for the period from and including the Original Issue Date to but excluding the Initial Interest Reset Date shall be the Initial Interest Rate.

Except as provided above, if “Reference Rate Determination” is specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) in connection with the determination of the rate of interest on this Note, the interest rate in effect on each day shall be (a) if such day is an Interest Reset Date, the interest rate determined as of the Interest Determination Date (as defined below) immediately preceding such Interest Reset Date or (b) if such day is not an Interest Reset Date, the interest rate determined as of the Interest Determination Date immediately preceding the next preceding Interest Reset Date. Each Interest Rate Basis shall be the rate determined in accordance with the applicable provision below. If any Interest Reset Date (which term includes the term initial Interest Reset Date unless the context otherwise requires) would otherwise be a day that is not a Business Day, such Interest Reset Date shall be adjusted in accordance with the Business Day Convention specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement).

Unless otherwise specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), the “Interest Determination Date” with respect to the CD Rate, the CMT Rate, the Commercial Paper Rate, the Federal Funds Rate and the Prime Rate will be the second Business Day preceding each Interest Reset Date; the “Interest Determination Date” with respect to EURIBOR will be the second TARGET Business Day (as defined below) preceding each Interest Reset Date, the “Interest Determination Date” with respect to LIBOR shall be the second London Business Day (as defined below) preceding each Interest Reset Date, unless the Designated LIBOR Currency (as defined below) is British pounds sterling, in which case the “Interest Determination Date” will be the applicable Interest Reset Date; the “Interest Determination Date” with respect to the Treasury Rate will be the day in the week in which the related Interest Reset Date falls on which day Treasury Bills (as defined below) are normally auctioned (Treasury Bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday); provided, however, that if an auction is held on the Friday of the week preceding the related Interest Reset Date, the related Interest Determination Date shall be such preceding Friday; provided, further, that if the Interest Determination Date would otherwise fall on an Interest Reset Date, then such Interest Reset Date will be postponed to the next succeeding Business Day. If the interest rate of this Note is determined with reference to two or more Interest Rate Bases as specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), the Interest Determination Date pertaining to this Note will be the latest Business Day which is at least two Business Days prior to such Interest Reset Date on which each Interest Rate Basis is determinable. Each Interest Rate Basis shall be determined on such date, and the applicable interest rate shall take effect on the Interest Reset Date.

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Determination of CD Rate. If an Interest Rate Basis for this Note is the CD Rate, as specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), the CD Rate shall be determined as of the applicable Interest Determination Date (a “CD Rate Interest Determination Date”) as the rate on such date for negotiable United States dollar certificates of deposit having the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) as published in H.15(519) (as defined below) under the heading “CDs (Secondary Market)”. In the event that such rate is not so published prior to 3:00 p.m., New York City time, on the Calculation Date (as defined below) pertaining to such CD Rate Interest Determination Date, the CD Rate will be the rate on such CD Rate Interest Determination Date for certificates of deposit having the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) as published in H.15 Daily Update (as defined below), or another recognized electronic source used for the purpose of displaying that rate, under the heading “CDs (secondary market).” If such rate is published neither in H.15(519) nor in H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on such Calculation Date, the CD Rate for such CD Rate Interest Determination Date will be calculated by the Calculation Agent and will be the arithmetic mean of the secondary market offered rates as of 10:00 a.m., New York City time, on such CD Rate Interest Determination Date, of three leading nonbank dealers of negotiable United States dollar certificates of deposit in The City of New York selected by the Calculation Agent for negotiable United States dollar certificates of deposit of major United States money market banks for negotiable certificates of deposit with a remaining maturity closest to the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) in an amount that is representative for a single transaction in that market at that time; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the CD Rate determined on such CD Rate Interest Determination Date will be the CD Rate in effect on such date.

“H.15(519)” means the weekly statistical release designated as such, or any successor publication, published by the Board of Governors of the Federal Reserve System.

“H.15 Daily Update” means the daily update of H.15(519), available through the world-wide-web site of the Board of Governors of the Federal Reserve System at http://www.federalreserve.gov/releases/h15/update, or any successor site or publication.

Determination of CMT Rate. If an Interest Rate Basis for this Note is the CMT Rate, as specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), the CMT Rate shall be determined by the Calculation Agent as of the applicable Interest Determination Date (a “CMT Rate Interest Determination Date”) in accordance with the following provisions:

(i) If “CMT Moneyline Telerate Page 7051” is specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), the CMT Rate on the CMT Rate Interest Determination Date shall be a percentage equal to the yield for United States Treasury securities at “constant maturity” having the Index Maturity specified on the face hereof (or, if this Note is in global form,

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in the Pricing Supplement) as set forth in H.15(519) under the caption “Treasury Constant Maturities,” as such yield is displayed on Moneyline Telerate, Inc. (or any successor service) (“Moneyline Telerate”) on page 7051 (or any other page as may replace such page on such service) (“Moneyline Telerate Page 7051”) for such CMT Rate Interest Determination Date. If such rate does not appear on Moneyline Telerate Page 7051, the CMT Rate on such CMT Rate Interest Determination Date shall be a percentage equal to the yield for United States Treasury securities at “constant maturity” having the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) and for such CMT Rate Interest Determination Date as set forth in H.15(519) under the caption “Treasury Constant Maturities.” If such rate does not appear in H.15(519), the CMT Rate on such CMT Rate Interest Determination Date shall be the rate for the period of the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) as may then be published by either the Board of Governors of the Federal Reserve System or the United States Department of the Treasury that the Calculation Agent determines to be comparable to the rate that would otherwise have been published in H.15(519). If the Board of Governors of the Federal Reserve System or the United States Department of the Treasury does not publish a yield on United States Treasury securities at “constant maturity” having the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) for such CMT Rate Interest Determination Date, the CMT Rate on such CMT Rate Interest Determination Date shall be calculated by the Calculation Agent and shall be a yield-to-maturity based on the arithmetic mean of the secondary market bid prices at approximately 3:30 p.m., New York City time, on such CMT Rate Interest Determination Date of three leading primary United States government securities dealers in The City of New York (which may include the Distribution Agents (as defined in the Pricing Supplement) or their affiliates) (each, a “Reference Dealer”) selected by the Calculation Agent (from five such Reference Dealers selected by the Calculation Agent and eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)) for United States Treasury securities with an original maturity equal to the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), a remaining term to maturity no more than one year shorter than such Index Maturity and in a principal amount that is representative for a single transaction in such securities in such market at such time. If fewer than five but more than two such prices are provided as requested, the CMT Rate on such CMT Rate Interest Determination Date shall be based on the arithmetic mean of the bid prices obtained and neither the highest nor lowest of such quotations shall be eliminated. If fewer than three prices are provided as requested, the CMT Rate on such CMT Rate Interest Determination Date shall be calculated by the Calculation Agent and shall be a yield-to-maturity based on the arithmetic mean of the secondary market bid prices as of approximately 3:30 p.m., New York City time, on such CMT Rate Interest Determination Date of three Reference Dealers selected by the Calculation Agent (from five such Reference Dealers selected by the Calculation Agent and eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)) for United States Treasury securities with an original maturity greater than the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), a remaining term to maturity closest to such Index Maturity and in a principal amount that is representative for a single transaction in such securities in such market at such time. If fewer than five but more than two such prices are provided as requested, the CMT Rate on such CMT Rate Interest Determination Date shall be calculated by the Calculation

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Agent and based on the arithmetic mean of the bid prices obtained and neither the highest nor the lowest of such quotations shall be eliminated; provided, however, that if fewer than three such prices are provided as requested, the CMT Rate determined as of such CMT Rate Interest Determination Date shall be the CMT Rate in effect on such CMT Rate Interest Determination Date. If two such United States Treasury securities with an original maturity greater than the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) have remaining terms to maturity equally close to such Index Maturity, the quotes for the Treasury security with the shorter original term to maturity will be used.

(ii) If “CMT Moneyline Telerate Page 7052” is specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), the CMT Rate on the CMT Rate Interest Determination Date shall be a percentage equal to the one-week or one-month, as specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), average yield for United States Treasury securities at “constant maturity” having the Index Maturity (or, if this Note is in global form, in the Pricing Supplement) specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) as set forth in H.15(519) opposite the caption “Treasury Constant Maturities,” as such yield is displayed on Moneyline Telerate on page 7052 (or any other page as may replace such page on such service ) (“Moneyline Telerate Page 7052”) for the week or month, as applicable, ended immediately preceding the week or month, as applicable, in which such CMT Rate Interest Determination Date falls. If such rate does not appear on Moneyline Telerate Page 7052, the CMT Rate on such CMT Rate Interest Determination Date shall be a percentage equal to the one-week or one-month, as specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), average yield for United States Treasury securities at “constant maturity” having the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) and for the week or month, as applicable, preceding such CMT Rate Interest Determination Date as set forth in H.15(519) opposite the caption “Treasury Constant Maturities”. If such rate does not appear in H.15(519), the CMT Rate on such CMT Rate Interest Determination Date shall be the one-week or one-month, as specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), average yield for United States Treasury securities at “constant maturity” having the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) as otherwise announced by the Federal Reserve Bank of New York for the week or month, as applicable, ended immediately preceding the week or month, as applicable, in which such CMT Rate Interest Determination Date falls. If the Federal Reserve Bank of New York does not publish a one-week or one-month, as specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), average yield on United States Treasury securities at “constant maturity” having the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) for the applicable week or month, the CMT Rate on such CMT Rate Interest Determination Date shall be calculated by the Calculation Agent and shall be a yield-to-maturity based on the arithmetic mean of the secondary market bid prices at approximately 3:30 p.m., New York City time, on such CMT Rate Interest Determination Date of three Reference Dealers selected by the Calculation Agent (from five such Reference Dealers selected by the Calculation Agent and eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)) for United States Treasury securities with an original maturity equal to such Index Maturity, a remaining term to maturity of no more than one year shorter than such Index Maturity and in a principal amount that is representative for a single

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transaction in such securities in such market at such time. If fewer than five but more than two such prices are provided as requested, the CMT Rate on such CMT Rate Interest Determination Date shall be the rate calculated by the Calculation Agent based on the arithmetic mean of the bid prices obtained and neither the highest nor lowest of such quotations shall be eliminated. If fewer than three prices are provided as requested, the CMT Rate on such CMT Rate Interest Determination Date shall be calculated by the Calculation Agent and shall be a yield-to-maturity based on the arithmetic mean of the secondary market bid prices as of approximately 3:30 p.m., New York City time, on such CMT Rate Interest Determination Date of three Reference Dealers selected by the Calculation Agent (from five such Reference Dealers selected by the Calculation Agent and eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)) for United States Treasury securities with an original maturity longer than the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), a remaining term to maturity closest to such Index Maturity and in a principal amount that is representative for a single transaction in such securities in such market at such time. If fewer than five but more than two such prices are provided as requested, the CMT Rate on such CMT Rate Interest Determination Date shall be the rate calculated by the Calculation Agent based on the arithmetic mean of the bid prices obtained and neither the highest nor lowest of such quotations shall be eliminated; provided, however, that if fewer than three such prices are provided as requested, the CMT Rate determined as of such CMT Rate Interest Determination Date shall be the CMT Rate in effect on such CMT Rate Interest Determination Date. If two United States Treasury securities with an original maturity greater than the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) have remaining terms to maturity equally close to such Index Maturity, the quotes for the Treasury security with the shorter original term to maturity will be used.

Determination of Commercial Paper Rate. If an Interest Rate Basis for this Note is the Commercial Paper Rate, as specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), the Commercial Paper Rate shall be determined as of the applicable Interest Determination Date (a “Commercial Paper Rate Interest Determination Date”) as the Money Market Yield (as defined below) on such date of the rate for commercial paper having the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) as published in H.15(519) under the caption “Commercial Paper-Nonfinancial” or, if not so published by 3:00 p.m., New York City time, on the related Calculation Date, the Money Market Yield of the rate on such Commercial Paper Rate Interest Determination Date for commercial paper having such Index Maturity as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption “Commercial Paper-Nonfinancial.” If such rate is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on such Calculation Date, then the Commercial Paper Rate on such Commercial Paper Rate Interest Determination Date will be calculated by the Calculation Agent and shall be the Money Market Yield of the arithmetic mean of the offered rates at approximately 11:00 a.m., New York City time, on such Commercial Paper Rate Interest Determination Date of three leading dealers of United States dollar commercial paper in The City of New York (which may include the Distribution Agents or their affiliates) selected by the Calculation Agent for commercial paper having the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) placed for industrial issuers whose bond rating is “Aa,” or the equivalent, from a nationally recognized statistical rating organization; provided, however, that if the dealers so selected by the Calculation

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Agent are not quoting as mentioned in this sentence, the Commercial Paper Rate determined as of such Commercial Paper Rate Interest Determination Date will be the Commercial Paper Rate in effect on such Commercial Paper Rate Interest Determination Date.

“Money Market Yield” means a yield (expressed as a percentage) calculated in accordance with the following formula:

Money Market Yield =	D x 360	x 100
	360 – (D x M)

where “D” refers to the applicable per annum rate for commercial paper quoted on a bank discount basis and expressed as a decimal, and “M” refers to the actual number of days in the applicable Interest Reset Period.

Determination of EURIBOR. If an Interest Rate Basis for this Note is EURIBOR, as specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), EURIBOR shall be determined as of the applicable Interest Determination Date (a “EURIBOR Interest Determination Date”), in accordance with the following provisions:

(i) With respect to any EURIBOR Interest Determination Date, EURIBOR will be:

(a) the rate for deposits in Euro as sponsored, calculated and published jointly by the European Banking Federation and ACI-The Financial Market Association, or any company established by the joint sponsors for purposes of compiling and publishing those rates, having the Index Maturity specified on the face hereof (or if this Note is in global form, in the Pricing Supplement), commencing on the applicable Interest Reset Date, as that rate appears on Moneyline Telerate on page 248 (or any other page as may replace such page on such service) (“Moneyline Telerate Page 248”) as of 11:00 a.m., Brussels time, on the applicable EURIBOR Interest Determination Date.

(b) if the rate referred to in clause (a) above does not appear on Moneyline Telerate Page 248, or is not so published by 11:00 a.m., Brussels time, on the applicable EURIBOR Interest Determination Date, EURIBOR for such EURIBOR Interest Determination Date will be the rate calculated by the Calculation Agent as the arithmetic mean of at least two quotations obtained by the Calculation Agent after requesting the principal Euro-zone (as defined hereinafter) offices of four major banks (which may include affiliates of the Distribution Agents) in the Euro-zone interbank market, in the European interbank market, to provide the Calculation Agent with its offered quotation for deposits in Euro for the period of the Index Maturity specified on the face hereof (or if this Note is in global form, in the Pricing Supplement), commencing on the applicable Interest Reset Date, to prime banks in the Euro-zone interbank market at approximately 11:00 a.m., Brussels time, on the applicable EURIBOR Interest Determination Date and in a principal amount not less than the equivalent of U.S.$1,000,000 in Euro that is representative for a single transaction in Euro in such market at such time.

(c) if fewer than two quotations referred to in clause (b) above are provided, EURIBOR for such EURIBOR Interest Determination Date will be calculated by the Calculation Agent and will be the arithmetic mean of the rates quoted at

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approximately 11:00 a.m., Brussels time, on such EURIBOR Interest Determination Date by four major banks (which may include affiliates of the Distribution Agents) in the Eurozone for loans in Euro to leading European banks, having the Index Maturity specified on the face hereof (or if this Note is in global form, in the Pricing Supplement), commencing on the applicable Interest Reset Date and in principal amount not less than the equivalent of U.S.$1,000,000 in Euro that is representative for a single transaction in Euro in such market at such time.

(d) if the banks so selected by the Calculation Agent are not quoting as mentioned in clause (c) above, EURIBOR determined as of such EURIBOR Interest Determination Date shall be EURIBOR in effect on such EURIBOR Interest Determination Date.

“Euro-zone” means the region comprised of member states of the European Union that adopt the single currency in accordance with the Treaty establishing the European Community of the European Union, as amended.

Determination of Federal Funds Rate. If an Interest Rate Basis for this Note is the Federal Funds Rate, as specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) the Federal Funds Rate shall be determined by the Calculation Agent as of the applicable Interest Determination Date (a “Federal Funds Rate Interest Determination Date”) in accordance with the following provisions:

(i) If “Federal Funds (Effective) Rate” is the Federal Funds Rate specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), the Federal Funds Rate as of the applicable Federal Funds Rate Interest Determination Date shall be the rate with respect to such date for United States dollar federal funds as published in H.15(519) under the heading “Federal Funds (Effective),” as such rate is displayed on Moneyline Telerate on page 120 (or any other page as may replace such page on such service) (“Moneyline Telerate Page 120”), or, if such rate does not appear on Moneyline Telerate Page 120 or is not so published by 3:00 p.m., New York City time, on the Calculation Date, the rate with respect to such Federal Funds Rate Interest Determination Date for United States dollar federal funds as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption “Federal Funds (Effective).” If such rate does not appear on Moneyline Telerate Page 120 or is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on the related Calculation Date, then the Federal Funds Rate with respect to such Federal Funds Rate Interest Determination Date shall be calculated by the Calculation Agent and will be the arithmetic mean of the rates for the last transaction in overnight United States dollar federal funds arranged by three leading brokers of United States dollar federal funds transactions in The City of New York (which may include the Distribution Agents or their affiliates) selected by the Calculation Agent prior to 9:00 a.m., New York City time, on the Business Day following such Federal Funds Rate Interest Determination Date; provided, however, that if the brokers so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Federal Funds Rate determined as of such Federal Funds Rate Interest Determination Date will be the Federal Funds Rate in effect on such Federal Funds Rate Interest Determination Date.

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(ii) If “Federal Funds Open Rate” is the Federal Funds Rate specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), the Federal Funds Rate as of the applicable Federal Funds Rate Interest Determination Date shall be the rate on such date under the heading “Federal Funds” for the relevant Index Maturity and opposite the caption “Open” as such rate is displayed on Moneyline Telerate on page 5 (or any other page as may replace such page on such service) (“Moneyline Telerate Page 5”), or, if such rate does not appear on Moneyline Telerate Page 5 by 3:00 p.m., New York City time, on the Calculation Date, the Federal Funds Rate for the Federal Funds Rate Interest Determination Date will be the rate for that day displayed on the FFPREBON Index page on Bloomberg L.P. (“Bloomberg”), which is the Fed Funds Opening Rate as reported by Prebon Yamane (or a successor) on Bloomberg. If such rate does not appear on Moneyline Telerate Page 5 or is not displayed on the FFPREBON Index page on Bloomberg or another recognized electronic source by 3:00 p.m.., New York City time, on the related Calculation Date, then the Federal Funds Rate on such Federal Funds Rate Interest Determination Date shall be calculated by the Calculation Agent and will be the arithmetic mean of the rates for the last transaction in overnight United States dollar federal funds arranged by three leading brokers of United States dollar federal funds transactions in The City of New York (which may include the Distribution Agents or their affiliates) selected by the Calculation Agent prior to 9:00 a.m., New York City time, on such Federal Funds Rate Interest Determination Date; provided, however, that if the brokers so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Federal Funds Rate determined as of such Federal Funds Rate Interest Determination Date will be the Federal Funds Rate in effect on such Federal Funds Rate Interest Determination Date.

(iii) If “Federal Funds Target Rate” is the Federal Funds Rate specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), the Federal Funds Rate as of the applicable Federal Funds Rate Interest Determination Date shall be the rate on such date as displayed on the FDTR Index page on Bloomberg. If such rate does not appear on the FDTR Index page on Bloomberg by 3:00 p.m., New York City time, on the Calculation Date, the Federal Funds Rate for such Federal Funds Rate Interest Determination Date will be the rate for that day appearing on Moneyline Telerate Page 131 (or any other page as may replace such page on such service) (“Moneyline Telerate Page 131”). If such rate does not appear on the FDTR Index page on Bloomberg or is not displayed on Moneyline Telerate Page 131 by 3:00 p.m., New York City time, on the related Calculation Date, then the Federal Funds Rate on such Federal Funds Rate Interest Determination Date shall be calculated by the Calculation Agent and will be the arithmetic mean of the rates for the last transaction in overnight United States dollar federal funds arranged by three leading brokers of United States dollar federal funds transactions in The City of New York (which may include the Distribution Agents or their affiliates) selected by the Calculation Agent prior to 9:00 a.m., New York City time, on such Federal Funds Rate Interest Determination Date.

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Determination of LIBOR. If an Interest Rate Basis for this Note is LIBOR, as specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), LIBOR shall be determined by the Calculation Agent as of the applicable Interest Determination Date (a “LIBOR Interest Determination Date”), in accordance with the following provisions:

(i) With respect to any LIBOR Determination Date, LIBOR will be either: (a) if “LIBOR Moneyline Telerate” is specified on the face hereof (or, if this Note is in global form, the Pricing Supplement) or if neither “LIBOR Reuters” nor “LIBOR Moneyline Telerate” is specified on the face hereof (or, if this Note is in global form, the Pricing Supplement) as the method for calculating LIBOR, LIBOR will be the rate for deposits in the Designated LIBOR Currency having the Index Maturity specified on the face hereof (or, if this Note is in global form, the Pricing Supplement), commencing on the Interest Reset Date immediately following such LIBOR Interest Determination Date, that appears on the Designated LIBOR Page (as defined below) as of 11:00 a.m., London time, on such LIBOR Interest Determination Date; or (b) if “LIBOR Reuters” is specified on the face hereof (or, if this Note is in global form, the Pricing Supplement), the arithmetic mean calculated by the Calculation Agent of the offered rates (unless the Designated LIBOR Page by its terms provides only for a single rate, in which case such single rate shall be used) for deposits in the Designated LIBOR Currency having the Index Maturity specified on the face hereof (or, if this Note is in global form, the Pricing Supplement), commencing on such Interest Reset Date, that appear (or, if only a single rate is required as aforesaid, appears) on the Designated LIBOR Page as of 11:00 a.m., London time, on such LIBOR Interest Determination Date. If fewer than two such offered rates so appear, or if no such rate so appears, as applicable, LIBOR on such LIBOR Interest Determination Date shall be determined in accordance with the provisions described in clause (ii) below.

(ii) With respect to a LIBOR Interest Determination Date on which fewer than two offered rates appear, or no rate appears, as the case may be, on the Designated LIBOR Page as specified in clause (i) above, the Calculation Agent shall request the principal London offices of each of four major reference banks (which may include affiliates of the Distribution Agents) in the London interbank market, as selected by the Calculation Agent, to provide the Calculation Agent with its offered quotation for deposits in the Designated LIBOR Currency for the period of the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), commencing on the Interest Reset Date immediately following such LIBOR Interest Determination Date, to prime banks in the London interbank market at approximately 11:00 a.m., London time, on such LIBOR Interest Determination Date and in a principal amount that is representative for a single transaction in the Designated LIBOR Currency in such market at such time. If at least two such quotations are so provided, then LIBOR on such LIBOR Interest Determination Date will be the arithmetic mean calculated by the Calculation Agent of such quotations. If fewer than two such quotations are so provided, then LIBOR on such LIBOR Interest Determination Date will be the arithmetic mean calculated by the Calculation Agent of the rates quoted at approximately 11:00 a.m., in the applicable Principal Financial Center (as defined below), on such LIBOR Interest Determination Date by three major banks (which may include affiliates of the Distribution Agents) in such Principal Financial Center selected by the Calculation Agent for loans in the Designated LIBOR Currency to leading European banks, having the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) and in a principal amount that is representative for a single transaction in the Designated LIBOR Currency in such market at such time; provided, however, that if the banks so selected by

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the Calculation Agent are not quoting as mentioned in this sentence, LIBOR determined as of such LIBOR Interest Determination Date shall be LIBOR in effect on such LIBOR Interest Determination Date.

“Designated LIBOR Currency” means the currency specified on the face hereof (or, if this Note is in global form, the Pricing Supplement) as to which LIBOR shall be calculated or, if no such currency is specified on the face hereof (or, if this Note is in global form, the Pricing Supplement), United States dollars.

“Designated LIBOR Page” means (a) if “LIBOR Reuters” is specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), the display on the Reuters 3000 Xtra Service (or any successor service) on the page specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) (or any other page as may replace such page on such service) for the purpose of displaying the London interbank rates of major banks (which may include affiliates of the Distribution Agents) for the Designated LIBOR Currency, or (b) if “LIBOR Moneyline Telerate” is specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) or neither “LIBOR Reuters” nor “LIBOR Moneyline Telerate” is specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) as the method for calculating LIBOR, the display on Moneyline Telerate on the page specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) (or any other page as may replace such page on such service) for the purpose of displaying the London interbank rates of major banks (which may include affiliates of the Distribution Agents) for the Designated LIBOR Currency.

“Principal Financial Center” means (i) the capital city of the country issuing the Specified Currency or (ii) the capital city of the country to which the Designated LIBOR Currency, if applicable, relates, except, in each case, that with respect to United States dollars, Australian dollars, Canadian dollars, Euros, New Zealand dollars, South African rand and Swiss francs, the “Principal Financial Center” shall be The City of New York, Sydney, Toronto, The City of London (solely in the case of the Designated LIBOR Currency), Wellington, Johannesburg and Zurich, respectively.

Determination of Prime Rate. If an Interest Rate Basis for this Note is the Prime Rate, as specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), the Prime Rate shall be determined as of the applicable Interest Determination Date (a “Prime Rate Interest Determination Date”) as the rate on such date as such rate is published in H.15(519) under the caption “Bank Prime Loan” or, if not published by 3:00 p.m., New York City time, on the related Calculation Date, the rate on such Prime Rate Interest Determination Date as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption “Bank Prime Loan.” If such rate is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on the related Calculation Date, then the Prime Rate shall be the arithmetic mean calculated by the Calculation Agent of the rates of interest publicly announced by each bank that appears on the Reuters Screen USPRIME1 Page (as defined below) as such bank’s prime rate or base lending rate as of 11:00 a.m., New York City time, on such Prime Rate Interest Determination Date. If fewer than four such rates so appear on the Reuters Screen USPRIME1 Page for such Prime Rate Interest Determination Date by 3:00 p.m., New York City time, on the related Calculation Date, then the Prime

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Rate shall be the arithmetic mean calculated by the Calculation Agent of the prime rates or base lending rates quoted on the basis of the actual number of days in the year divided by a 360-day year as of the close of business on such Prime Rate Interest Determination Date by three major banks (which may include affiliates of the Distribution Agents) in The City of New York selected by the Calculation Agent; provided, however, that if the banks so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Prime Rate determined as of such Prime Rate Interest Determination Date will be the Prime Rate in effect on such Prime Rate Interest Determination Date.

“Reuters Screen USPRIME1 Page” means the display on the Reuters 3000 Xtra Service (or any successor service) on the “USPRIME1 Page” (or such other page as may replace the USPRIME1 Page on such service) for the purpose of displaying prime rates or base lending rates of major United States banks.

Determination of Treasury Rate. If an Interest Rate Basis for this Note is the Treasury Rate, as specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), the Treasury Rate shall be determined as of the applicable Interest Determination Date (a “Treasury Rate Interest Determination Date”) as the rate from the auction held on such Treasury Rate Interest Determination Date (the “Auction”) of direct obligations of the United States (“Treasury Bills”) having the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) under the caption “INVESTMENT RATE” on the display on Moneyline Telerate on page 56 (or any other page as may replace such page on such service) (“Moneyline Telerate Page 56”) or page 57 (or any other page as may replace such page on such service) (“Moneyline Telerate Page 57”) or, if not so published by 3:00 p.m., New York City time, on the related Calculation Date, the Bond Equivalent Yield (as defined below) of the rate for such Treasury Bills as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption “U.S. Government Securities/Treasury Bills/Auction High.” If such rate is not so published in H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on the related Calculation Date, the Treasury Rate on such Treasury Rate Interest Determination Date shall be Bond Equivalent Yield of the auction rate of such Treasury Bills as announced by the United States Department of the Treasury. In the event that such auction rate is not so announced by the United States Department of the Treasury on such Calculation Date, or if no such Auction is held, then the Treasury Rate on such Treasury Rate Interest Determination Date shall be the Bond Equivalent Yield of the rate on such Treasury Rate Interest Determination Date of Treasury Bills having the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) as published in H.15(519) under the caption “U.S. Government Securities/Treasury Bills/Secondary Market” or, if not yet published by 3:00 p.m., New York City time, on the related Calculation Date, the rate on such Treasury Rate Interest Determination Date of such Treasury Bills as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption “U.S. Government Securities/Treasury Bills/Secondary Market.” If such rate is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on the related Calculation Date, then the Treasury Rate on such Treasury Rate Interest Determination Date shall be calculated by the Calculation Agent and shall be the Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 p.m., New York City time, on such Treasury Rate Interest Determination Date, of three leading primary United States government securities dealers

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(which may include the Distribution Agents or their affiliates) selected by the Calculation Agent, for the issue of Treasury Bills with a remaining maturity closest to the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement); provided, however, that if the dealers so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Treasury Rate determined as of such Treasury Rate Interest Determination Date will be the Treasury Rate in effect on such Treasury Rate Interest Determination Date.

“Bond Equivalent Yield” means a yield (expressed as a percentage) calculated in accordance with the following formula:

Bond Equivalent Yield =	D x N	x 100
	360 – (D x M)

where “D” refers to the applicable per annum rate for Treasury Bills quoted on a bank discount basis and expressed as a decimal, “N” refers to 365 or 366, as the case may be, and “M” refers to the actual number of days in the applicable Interest Reset Period.

Unless otherwise specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), accrued interest hereon shall be an amount calculated by multiplying the face amount hereof by an accrued interest factor. Such accrued interest factor shall be computed by adding the interest factor calculated for each day in the period for which accrued interest is being calculated. Unless otherwise specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), the interest factor for each such day shall be computed and paid on the basis of a 360-day year of twelve 30-day months if the Day Count Convention specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) is “30/360” for the period specified thereunder, or by dividing the applicable per annum interest rate by 360 if the Day Count Convention specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) is “Actual/360” for the period specified thereunder, or by dividing the applicable per annum interest rate by the actual number of days in the year if the Day Count Convention specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) is “Actual/Actual” for the period specified thereunder. If no Day Count Convention is specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), the interest factor for each day in the relevant Interest Period shall be computed, if an Interest Rate Basis specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) is the CMT Rate, or Treasury Rate or if the Specified Currency indicated on the face hereof (or, if this Note is in global form, in the Pricing Supplement) is Sterling, as if “Actual/Actual” had been specified thereon and, in all other cases, as if “Actual/360” had been specified thereon. Unless otherwise specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), if interest on this Note is to be calculated with reference to two or more Interest Rate Bases as specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), the interest factor will be calculated in each period in the same manner as if only one of the applicable Interest Rate Bases applied.

Unless otherwise specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), if “Reference Rate Determination” is specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) in connection with the

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determination of the rate of interest on this Note, the “Calculation Date,” if applicable, pertaining to any Interest Determination Date will be the earlier of (i) the tenth calendar day after such Interest Determination Date or, if such day is not a Business Day, the next succeeding Business Day and (ii) the Business Day immediately preceding the applicable Interest Payment Date or Maturity Date, as the case may be. All calculations in respect of determining the interest rate applicable to this Note (other than any calculations made by the Exchange Rate Agent) shall be made by the Calculation Agent specified on the face hereof (or, if this Note is in global form, the Pricing Supplement) or such successor thereto as is duly appointed by the Bank. The determination of any interest rate by the Calculation Agent shall, in the absence of manifest error, be conclusive for all purposes and binding upon the holder hereof.

All percentages resulting from any calculation on this Note shall be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded upward (e.g., 9.876545% (or 0.09876545) shall be rounded to 9.87655% (or 0.0987655%) and 9.876544% (or 0.09876544) shall be rounded to 987654% (or 0.0987654)), and all dollar amounts used in or resulting from such calculation shall be rounded to the nearest cent or, if the Specified Currency is other than dollars, to the nearest unit (with one-half cent or unit being rounded upward).

At the request of the holder hereof, the Calculation Agent shall provide to the holder hereof the interest rate hereon then in effect and, if determined, the interest rate which shall become effective for the next Interest Period.

Notwithstanding the foregoing, the interest rate hereon shall not be greater than the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if any, specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement). In addition to any Maximum Interest Rate applicable hereto pursuant to the above provisions, the interest rate on this Note will in no event be higher than the maximum rate permitted by New York law, as the same may be modified by United States law of general application.

Redemption at the Option of the Bank

Unless otherwise specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), this Note will not be subject to any sinking fund. This Note may be redeemed by the Bank either in whole or in part on and after the Initial Redemption Date, if any, specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement). If no Initial Redemption Date is specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), this Note may not be redeemed prior to the Maturity Date except as provided below in the event that any Additional Amounts (as defined below) are required to be paid by the Bank with respect to this Note. On and after the Initial Redemption Date, if any, this Note may be redeemed in increments of US$1,000 (or, if the Specified Currency indicated on the face hereof is other than the United States dollar, in such Authorized Denominations specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement)) at the option of the Bank at the applicable Redemption Price (as defined below) together with unpaid interest accrued hereon at the applicable rate borne by this Note to, but excluding, the date of redemption (each such date, a “Redemption Date”), on written notice given by or on behalf of the Bank not more than 60 nor less than 30 calendar days prior to the Redemption Date (unless otherwise specified on the face hereof

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(or, if this Note is in global form, in the Pricing Supplement)); provided, however, that, in the event of redemption of this Note in part only, the unredeemed portion thereof shall be an Authorized Denomination specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement). In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the holder hereof upon the surrender of this Note, or, where applicable, an appropriate notation will be made on the schedule attached hereto for such notations.

The “Redemption Price” shall initially be the Initial Redemption Percentage specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) of the principal amount of this Note to be redeemed and shall decline at each anniversary of the Initial Redemption Date specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) by the Annual Redemption Percentage Reduction, if any, specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), of the principal amount to be redeemed until the Redemption Price is 100% of such principal amount.

Notwithstanding the preceding two paragraphs, if this Note is a Subordinated Note, to the extent then required under or pursuant to applicable laws or regulations (including, without limitation, applicable capital regulations), this Note may not be redeemed at the option of the Bank prior to the Maturity Date pursuant to the preceding two paragraphs, without the prior written consent of the Federal Reserve Board and any other bank supervisory authority having jurisdiction over the Bank and requiring such approval.

Repayment at the Option of the Holder

This Note may be subject to repayment at the option of the holder hereof in accordance with the terms hereof on any Holder’s Optional Repayment Date(s), if any, specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement). If no Holder’s Optional Repayment Date is specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), this Note will not be repayable at the option of the holder hereof prior to the Maturity Date. On any Holder’s Optional Repayment Date, this Note will be repayable in whole or in part in increments of US$1,000 (or, if the Specified Currency indicated on the face hereof is other than the U.S. dollar, in such Authorized Denominations specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement)) at the option of the holder hereof at the repayment price equal to 100% of the principal amount to be repaid, together with accrued and unpaid interest hereon payable at the applicable rate borne by this Note to, but excluding, the date of repayment; provided, however, that, in the event of repayment of this Note in part only, the unrepaid portion hereof shall be an Authorized Denomination specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement). For this Note to be repaid in whole or in part at the option of the holder hereof on a Holder’s Optional Repayment Date, this Note must be delivered, with the form entitled “Option to Elect Repayment” attached hereto duly completed, to the Domestic Paying Agent, the London Paying Agent or the Irish Paying Agent (as appropriate in accordance with such attached form) at the address set forth on such form or at such other address which the Bank shall from time to time notify the holders of the Notes not more than 60 nor less than 30 days prior to such Holder’s Optional Repayment Date. In the event of repayment of this Note in part only, a new Note for the unrepaid portion hereof shall be issued in the name of the holder hereof upon the surrender hereof, or, where applicable, an appropriate notation will be made on the schedule attached hereto for such notations. Exercise of such repayment option by the holder hereof shall be irrevocable.

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Notwithstanding the preceding paragraph, if this Note is a Subordinated Note, to the extent then required under or pursuant to applicable laws or regulations (including, without limitation, applicable capital regulations), this Note may not be repaid at the option of the holder pursuant to the preceding paragraph, without the prior written consent of the Federal Reserve Board and any other bank supervisory authority having jurisdiction over the Bank and requiring such approval. The Bank agrees to apply to the Federal Reserve Board and any such other bank supervisory authorities for any such prior written consent.

Additional Amounts

All payments of principal (and premium, if any) and interest with respect to this Note will be made without withholding or deduction at source for, or on account of, any present or future taxes, fees, duties, assessments or governmental charges of whatever nature imposed or levied by the United States or any political subdivision or taxing authority thereof or therein, unless such withholding or deduction is required by (i) the laws (or any regulations or rulings promulgated thereunder) of the United States or any political subdivision or taxing authority thereof or therein or (ii) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings including, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in the United States or any political subdivision thereof). If a withholding or deduction at source is required, the Bank will (subject to certain limitations and exceptions set forth below) pay to the holder hereof on behalf of an owner of a beneficial interest herein (an “Owner”) who is a United States Alien (as defined below) such additional amounts (“Additional Amounts”) as may be necessary so that every net payment of principal (and premium, if any) or interest made to the holder hereof on behalf of such Owner, after such withholding or deduction, will not be less than the amount provided for in this Note with respect to such Owner’s interest; provided, however, that the Bank shall not be required to make any payment of Additional Amounts for or on account of:

(a) any tax, fee, duty, assessment or other governmental charge which would not have been imposed but for (i) the existence of any present or former connection between such Owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Owner, if such Owner is an estate, trust, partnership or corporation) and the United States, including, without limitation, such Owner (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or having had a permanent establishment therein, or (ii) the presentation of this Note for payment on a date more than 15 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;

(b) any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge;

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(c) any tax, fee, duty, assessment or other governmental charge imposed by reason of such Owner’s past or present status as a passive foreign investment company or controlled foreign corporation with respect to the United States or as a corporation which accumulates earnings to avoid United States federal income tax;

(d) any tax, fee, duty, assessment or other governmental charge which is payable otherwise than by withholding from payments of principal or interest with respect to this Note;

(e) any tax, fee, duty, assessment or other governmental charge imposed on interest received by anyone who owns (actually or constructively) 10% or more of the total combined voting power of all classes of stock of the Bank;

(f) any tax, fee, duty, assessment or other governmental charge required to be withheld by any Paying Agent from any payment of principal (and premium, if any) or interest with respect to this Note, if such payment can be made without such withholding by any other Paying Agent with respect to this Note;

(g) any tax, fee, duty, assessment or other governmental charge which would not have been imposed but for the failure to comply with certification, information or other reporting requirements concerning the nationality, residence, identity or connection with the United States of the holder hereof or of such Owner, if such compliance is required by statute or by regulation of the United States Treasury Department as a precondition to relief or exemption from such tax, assessment or other governmental charge;

(h) any tax, assessment or other governmental charge imposed as a result of such holder of the Notes or Coupon being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of business;

(i) any tax, assessment or other governmental charge required to be imposed or withheld on a payment to an individual and such deduction or withholding is required to be made pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive or law implementing or complying with, or introduced in order to conform to, such Directive; or

(j) any combination of items (a), (b), (c), (d), (e), (f), (g) (h) and (i);

nor shall Additional Amounts be paid to any holder of this Note on behalf of any Owner who is a fiduciary or partnership or other than the sole Owner to the extent a beneficiary or settlor with respect to such fiduciary or a member of such partnership or Owner would not have been entitled to payment of the Additional Amounts had such beneficiary, settlor, member or Owner been the sole Owner of this Note.

As used herein, the term “United States Alien” means any corporation, individual, fiduciary or partnership that for United States federal income tax purposes is a foreign corporation, nonresident alien individual, a foreign estate or trust, or foreign partnership, one or more members of which is a foreign corporation, nonresident alien individual or foreign estate or trust.

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If this Note is in bearer form and the Bank shall determine, based upon a written opinion of independent counsel selected by the Bank, that any payment made outside the United States by the Bank or any of its Paying Agents of the full amount of the next scheduled payment of either principal (and premium, if any) or interest due with respect to this Note would, under any present or future laws or regulations of the United States affecting taxation or otherwise, be subject to any certification, information or other reporting requirements of any kind, the effect of which requirements is the disclosure to the Bank, any of its Paying Agents or any governmental authority of the nationality, residence or identity (as distinguished from status as a United States Alien) of any Owner of this Note who is a United States Alien (other than such requirements which (i) would not be applicable to a payment made to a custodian, nominee or other agent of the Owner, or which can be satisfied by such a custodian, nominee or other agent certifying to the effect that such Owner is a United States Alien; provided, however, in each case that payment by such custodian, nominee or agent to such Owner is not otherwise subject to any requirements referred to in this sentence, (ii) are applicable only to payment by a custodian, nominee or other agent of the Owner to or on behalf of such Owner, or (iii) would not be applicable to a payment made by any other paying agent of the Bank), the Bank shall redeem this Note as a whole but not in part at a redemption price equal to the principal amount hereof (or, if this is an Original Issue Discount Note, the Amortized Face Amount (as defined below) hereof determined as of the date of redemption), together, if appropriate, with accrued interest to, but excluding, the date fixed for redemption, such redemption to take place on such date not later than one year after notice of such determination has been given as described herein. If the Bank becomes aware of an event that might give rise to such certification, information or other reporting requirements, the Bank shall, as soon as practicable, solicit advice of independent counsel selected by the Bank to establish whether such certification, information or other reporting requirements will apply and, if such requirements will, in the written opinion of such counsel, apply, the Bank shall give prompt notice of such determination (a “Tax Notice”) stating in such notice the effective date of such certification, information or other reporting requirements and, if applicable, the date by which the redemption shall take place. Notwithstanding the foregoing, the Bank shall not redeem this Note if the Bank, based upon the written opinion of independent counsel selected by the Bank, shall subsequently determine not less than 30 days prior to the date fixed for redemption that subsequent payments would not be subject to any such requirements, in which case the Bank shall give prompt notice of such determination and any earlier redemption notice shall thereby be revoked and of no further effect.

Notwithstanding the foregoing, if and so long as the certification information or other reporting requirements referred to in the preceding paragraph would be fully satisfied by payment of a withholding tax , backup withholding tax or similar charge, the Bank may elect prior to giving the Tax Notice to have the provisions described in this paragraph apply in lieu of the provisions described in the preceding paragraph, in which case the Tax Notice shall state the effective date of such certification, information or reporting requirements and that the Bank has elected to pay Additional Amounts rather than redeem this Note. In such event, the Bank will also pay as Additional Amounts such sums as may be necessary so that every net payment made following the effective date of such certification, information or reporting requirements outside the United States by the Bank or any of its Paying Agents of principal (and premium, if any) or interest due with respect to this Note to the bearer hereof who certifies to the effect that the beneficial

K-24

owners of this Note are United States Aliens (provided that such certification shall not have the effect of communicating to the Bank or any of its Paying Agents or any governmental authority the nationality, residence or identity of such beneficial owners) after deduction or withholding for or on account of such withholding tax, backup withholding tax or similar charge (other than a withholding tax, backup withholding tax or similar charge which (i) is imposed as a result of certification, information or other reporting requirements referred to in the second parenthetical clause of the first sentence of the preceding paragraph or (ii) is imposed as a result of the fact that the Bank or any of its Paying Agents has actual knowledge that the bearer hereof or any beneficial owner of this Note is not a United States Alien but is within the category of persons, corporations or other entities described in clause (a)(i) of the third preceding paragraph, or (iii) is imposed as a result of presentation of this Note for payment more than 15 days after the date on which such payment becomes due and payable or on which payment thereof is duly provided for, whichever occurs later), will not be less than the amount provided for in this Note to be then due and payable. In the event the Bank elects to pay such Additional Amounts, the Bank will have the right, at its sole option, at any time, to redeem this Note, as a whole but not in part, at a redemption price equal to the principal amount hereof (or, if this is an Original Issue Discount Note, the Amortized Face Amount hereof determined as of the date of redemption), together, if appropriate, with accrued interest to, but excluding, the date fixed for redemption including any Additional Amounts required to be paid under this paragraph. If the Bank has made the determination described in the preceding paragraph with respect to certification, information or other reporting requirements applicable to interest only and subsequently makes a determination in the manner and of the nature referred to in such preceding paragraph with respect to such requirements applicable to principal, the Bank will redeem this Note in the manner and on the terms described in the preceding paragraph (except as provided below), unless the Bank elects to have the provisions of this paragraph apply rather than the provisions of the immediately preceding paragraph. If in such circumstances this Note is to be redeemed, the Bank will be obligated to pay Additional Amounts with respect to interest, if any, accrued to, but excluding, the date of redemption. If the Bank has made the determination described in the preceding paragraph and subsequently makes a determination in the manner and of the nature referred to in such preceding paragraph that the level of withholding applicable to principal or interest has been increased, the Bank will redeem this Note in the manner and on the terms described in the preceding paragraph (except as provided below), unless the Bank elects to have the provisions of this paragraph apply rather than the provisions of the immediately preceding paragraph. If in such circumstances this Note is to be redeemed, the Bank will be obligated to pay Additional Amounts with respect to the original level of withholding on principal and interest, if any, accrued to the date of redemption.

Whenever in this Note there is mentioned, in any context, the payment of the principal of (or premium, if any) or interest on, or in respect of, this Note, such mention shall be deemed to include mention of the payment of Additional Amounts provided for herein to the extent that, in such context, Additional Amounts are, were or would be payable in respect hereof pursuant to the provisions of this Note and express mention of the payment of Additional Amounts (if applicable) in any provisions hereof shall not be construed as including Additional Amounts in those provisions hereof where such express mention is not made.

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Except as specifically provided herein (or, if this Note is in global form, in the Pricing Supplement) (i) neither the Bank nor any Paying Agent shall be required to make, any payment with respect to any tax, fee, duty, assessment or other governmental charge imposed by any government or a political subdivision or taxing authority thereof or therein; (ii) a Paying Agent on behalf of the Bank shall have the right, but not the duty, to withhold from any amounts otherwise payable to a holder of this Note such amount as is necessary for the payment of any such taxes, fees, duties, assessments or other governmental charges; and (iii) if such an amount is withheld, the amount payable to the holder of this Note shall be the amount otherwise payable reduced by the amount so withheld.

The Bank may redeem this Note in whole but not in part at any time at a redemption price equal to the principal amount hereof (or, if this is an Original Issue Discount Note, the Amortized Face Amount hereof determined as of the date of redemption), together with accrued interest to but excluding the date fixed for redemption, if the Bank shall determine, based upon a written opinion of independent counsel selected by the Bank, that as a result of any change in or amendment to the laws (or any regulations or rulings promulgated hereunder) of the United States or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in application or official interpretation of any such laws, regulations or rulings, which amendment or change is effective on or after the Original Issue Date, the Bank would be required to pay Additional Amounts on the occasion of the next payment due with respect to such Note.

Notice of intention to redeem this Note, in whole but not in part, pursuant to the immediately preceding paragraph will be given (i) if this Note is in registered form, to the registered holder of this Note at least once not less than 30 days nor more than 60 days prior to the date fixed for redemption or (ii) if this Note is in bearer form, by publication in accordance with applicable law, provided that no such notice of redemption shall be given earlier than 90 days prior to the effective date of such change or amendment and that at the time notice of such redemption is given, such obligation to pay such Additional Amounts remains in effect and cannot be avoided by the Bank’s taking reasonable measures available to it. From and after any redemption date, if monies for the redemption of this Note shall have been made available for redemption on such redemption date, this Note shall cease to bear interest (and, if this Note is a definitive bearer Note, any interest coupons appertaining hereto (whether or not attached) maturing after the redemption date shall become void and no payment shall be made in respect thereof), and the only right of the holder of this Note shall be to receive payment of the principal amount hereof (or, if this is an Original Issue Discount Note, the Amortized Face Amount hereof) and all unpaid interest accrued to such redemption date.

Notwithstanding the foregoing, if this Note is a Subordinated Note, to the extent then required under or pursuant to applicable laws or regulations (including, without limitation, applicable capital regulations), this Note may not be redeemed by the Bank prior to the Maturity Date pursuant to the provisions set forth in this section entitled “Additional Amounts”, without the prior written consent of the Federal Reserve Board and any other bank supervisory authority having jurisdiction over the Bank and requiring such approval.

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Events of Default, Acceleration of Maturity

[Senior Notes. In respect of this Note, the occurrence of any of the following events shall constitute an “Event of Default” with respect to this Note:

(i) default in the payment of any interest (including any Additional Amounts) with respect to this Note when due, which continues for 30 days;

(ii) default, in the payment of any principal of, or premium, if any, on, this Note when due;

(iii) whatever the reason for such and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental agency or body, the entry by a court having jurisdiction in the premises or of any administrative or governmental agency or body of:

(a) a decree or order for relief in respect of the Bank in an involuntary case or proceeding under any applicable United States federal or state bankruptcy, insolvency, reorganization or other similar law; or

(b) a decree or order appointing a conservator, receiver, liquidator, assignee, trustee, sequestrator or any other similar official of the Bank, or of substantially all of the property of the Bank, or ordering the winding up or liquidation of the affairs of the Bank, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; or

(iv) the commencement by the Bank of a voluntary case or proceeding under any applicable United States federal or state bankruptcy, insolvency, reorganization or other similar law or the commencement of any bankruptcy or insolvency case or proceeding, or the filing by the Bank of a petition or answer or consent seeking reorganization or relief under any applicable United States federal or state law, or the consent by the Bank to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the Bank or of substantially all of the property of the Bank, or the making by the Bank of an assignment for the benefit of creditors, or the taking of corporate action by the Bank in furtherance of any such action.

If an Event of Default shall occur and be continuing, the holder of this Note may declare the principal amount of, and accrued interest and premium, if any, on, this Note due and payable immediately by written notice to the Bank. Upon such declaration and notice, such principal amount (and premium, if any) and accrued interest shall become immediately due and payable. Any Event of Default with respect to this Note may be waived by the holder thereof.]*

* Insert in the case of a Senior Note.

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[Subordinated Notes. In respect of this Note, the occurrence of any of the following events (whatever the reason for such and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental agency or body) shall constitute an “Event of Default” with respect to this Note:

(i) the Bank shall consent to the appointment of a receiver or other similar official (other than a conservator) in any liquidation, insolvency or similar proceeding with respect to the Bank or all or substantially all of the property of the Bank; or

(ii) a court having jurisdiction in the premises or any administrative or governmental agency or body shall enter a decree or order for the appointment of a receiver or other similar official (other than a conservator) in any liquidation, insolvency or similar proceeding with respect to the Bank or all or substantially all of the property of the Bank, and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days.

If an Event of Default shall occur and be continuing, the registered holder of this Note (or, if this Note is in bearer form, the bearer of this Note) may declare the principal amount of, and accrued interest and premium, if any, on, this Note due and payable immediately by written notice to the Bank. Upon such declaration and notice, such principal amount (and premium, if any) and accrued interest shall become immediately due and payable. Any Event of Default with respect to this Note may be waived by the registered holder of this Note (or, if this Note is in bearer form, the bearer of this Note.]**

[Notwithstanding anything to the contrary in this Note, to the extent then required under or pursuant to applicable laws or regulations (including, without limitation, applicable capital regulations) then in effect, no repayment pursuant to an acceleration of maturity may be made on this Note without the prior written approval of any bank supervisory authority having jurisdiction over the Bank and requiring such approval.]^**

[The indebtedness of the Bank evidenced by this Note, including the principal (and premium, if any) and interest (including any Additional Amounts), shall be, and the registered holder of this Note (or, if this Note is in bearer form, the bearer of this Note), by its acceptance hereof, agrees that the indebtedness of the Bank evidenced by this Note, including the principal (and premium, if any) and interest (including any Additional Amounts) is, unsecured and subordinate and junior in right of payment to the Bank’s obligations to its depositors, the Bank’s obligations under bankers’ acceptances, letters of credit and the Senior Notes issued under the Global Agency Agreement, and the Bank’s obligations to its other creditors, including its obligations to any Federal Reserve Bank, the Federal Deposit Insurance Corporation (the “FDIC”) and any rights acquired by the FDIC as a result of loans made by the FDIC to the Bank or the purchase or guarantee of any of its assets by the FDIC pursuant to the provisions of Section 1823(c), (d) or (e) of Title 12 of the United States Code (except for obligations that are specifically designated as ranking on a parity with, or junior to, the Subordinated Notes issued under the Global Agency Agreement), whether now outstanding or hereafter incurred, in that in

** Insert in the case of a Subordinated Note.

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the event of any insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshaling of assets and liabilities or similar proceedings or any liquidation or winding up of or relating to the Bank, whether voluntary or involuntary, all such obligations (except for obligations that rank on a parity with, or junior to, the Subordinated Notes issued under the Global Agency Agreement) shall be entitled to be paid in full before any payment shall be made on account of the principal of (and premium, if any) or interest on this Note. In the event of any such proceedings, after payment in full of all sums owing on such prior obligations, the holder of this Note, together with the holders of any obligations of the Bank ranking on a parity with this Note, shall be entitled to be paid from the remaining assets of the Bank the unpaid principal thereof (and unpaid premium, if any) and interest on this Note or such other obligations before any payment or other distribution, whether in cash, property, or otherwise, shall be made on account of any capital stock or any obligations of the Bank ranking junior to this Note. Nothing herein shall impair the obligation of the Bank, which is absolute and unconditional, to pay the principal of (and premium, if any) and any interest on this Note in accordance with its terms.]***

[This Note and any Subordinated Notes issued under the Global Agency Agreement subsequently hereto will rank pari passu among themselves and pari passu, in the event of a liquidation or similar proceeding with respect to the Bank, whether voluntary or involuntary, with all other present or future unsecured subordinated debt obligations of the Bank, except any unsecured subordinated debt which may be expressly stated to be subordinated to the Subordinated Notes issued under the Global Agency Agreement. For the avoidance of doubt, the Bank’s 7% Junior Subordinated Notes Due March 14, 2032 are and shall be subordinate to this Note.]****

[Notwithstanding any other provisions of this Note, including specifically those set forth in the paragraphs relating to subordination, Events of Default and covenants of the Bank, it is expressly understood and agreed that the FDIC or any other receiver or conservator of the Bank shall have the right in the performance of his legal duties, and as part of any transaction or plan of reorganization or liquidation designed to protect or further the continued existence of the Bank or the rights of any parties or agencies with an interest in, or claim against, the Bank or its assets, to transfer or direct the transfer of the obligations represented by this Note to any state bank, national banking association, or bank holding company selected by such official which shall expressly assume the obligation of the due and punctual payment of the unpaid principal (and premium, if any) and interest on this Note and the due and punctual performance of all covenants and conditions contained herein; and that the completion of such transfer and assumption shall serve to supersede and void any default, acceleration or subordination which may have occurred, or which may occur due or related to such transaction, plan, transfer or assumption, pursuant to the provisions of this Note, and shall serve to return the holder hereof to the same position, other than for substitution of the obligor, it would have occupied had no default, acceleration or subordination occurred; except that any interest and principal (and premium, if any) previously due, other than by reason of acceleration, and not paid shall, in the absence of a contrary agreement by the holder of this Note, be deemed to be immediately due and payable as of the date of such transfer and assumption, together with interest from its original due date at the rate provided for herein.]*****

*** Insert in the case of a Subordinated Note.

**** Insert in the case of a Subordinated Note.

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[This Note contains no limitation on the amount of senior debt, deposits or other obligations that rank senior to this Note that may be hereafter incurred or assumed by the Bank.]******

Miscellaneous

Notwithstanding anything to the contrary contained herein, if this Note is identified as a Discount Note on the face hereof (or, if this Note is in global form, in the Pricing Supplement), the amount payable to the holder of this Note in the event of redemption, repayment or acceleration of Maturity will be equal to (i) the Amortized Face Amount (as defined below) as of the date of such event, plus (ii) with respect to any redemption of this Note (other than as provided above in the event that Additional Amounts are required to be paid by the Bank with respect to this Note), the Initial Redemption Percentage specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) (as adjusted by the Annual Redemption Percentage Reduction specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), if any) minus 100% multiplied by the Issue Price specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), net of any portion of such Issue Price which has been paid prior to the date of redemption, or the portion of the Issue Price (or the net amount) proportionate to the portion of the unpaid principal amount to be redeemed, plus (iii) any accrued interest to the date of such event the payment of which would constitute qualified stated interest payments within the meaning of U.S. Treasury Regulation 1. 1273-1 (c) under the Code. The “Amortized Face Amount” shall mean an amount equal to (i) the Issue Price plus (ii) the aggregate portions of the original issue discount (the excess of the amounts considered as part of the “stated redemption price at maturity” of this Note within the meaning of Section 1273(a)(2) of the Code, whether denominated as principal or interest, over the Issue Price) which shall theretofore have accrued pursuant to Section 1272 of the Code (without regard to Section 1272(a)(7) of the Code) from the date of issue of this Note to the date of determination, minus (iii) any amount considered as part of the “stated redemption price at maturity” of this Note which has been paid from the date of issue to the date of determination.

As used herein, “Business Day” means, unless otherwise specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), a day that is both (i) a day (other than a Saturday or a Sunday) on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in The City of New York, Atlanta, Georgia, and London; and (ii) either (a) if this is a Note denominated in a Specified Currency other than Euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in the principal financial center of the country of the relevant Specified Currency (if other than The City of New York or London) or (b) if this is a Note denominated in Euro, a day (other than a Saturday or a Sunday) on which the Trans-European Automated Real-Time Gross Settlement Express Transfer

***** Insert in the case of a Subordinated Note.

****** Insert in the case of a Subordinated Note.

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(TARGET) System (or any successor thereto) is open (a “TARGET Business Day”). Unless otherwise specified in the applicable Pricing Supplement, the principal financial center of any country, for the purpose of the foregoing definition, shall be as provided in the 2000 ISDA Definitions. “London Business Day” means any day (other than a Saturday or Sunday) on which commercial banks and foreign exchange markets are open for business, including dealings in deposits in the Designated LIBOR Currency, in London.

Any action by the holder of this Note shall bind all future holders of this Note, and of any Note issued in exchange or substitution hereof or in place hereof, in respect of anything done or permitted by the Bank or by the Paying Agents in pursuance of such action.

In case any Note shall at any time become mutilated, defaced, destroyed, lost or stolen, and such Note or evidence of the loss, theft or destruction thereof satisfactory to the Bank and the applicable Registrar or London Issuing Agent, as the case may be, and such other documents or proof as may be required by the Bank and the applicable Registrar or London Issuing Agent, as the case may be, shall be delivered to the applicable Registrar or London Issuing Agent, as the case may be, the applicable Registrar or London Issuing Agent, as the case may be, shall issue a new Note of like tenor and principal amount, having a serial number not contemporaneously outstanding, in exchange and substitution for the mutilated or defaced Note or in lieu of the Note destroyed, lost or stolen but, in the case of any destroyed, lost or stolen Note, only upon receipt of evidence satisfactory to the Bank and the applicable Registrar or London Issuing Agent, as the case may be, that such Note was destroyed, stolen or lost, and, if required, upon receipt of indemnity satisfactory to the Bank and the applicable Registrar or London Issuing Agent, as the case may be. Upon the issuance of any substituted Note, the Bank may require the payment of a sum sufficient to cover all expenses and reasonable charges connected with the preparation and delivery of a new Note. If any Note which has matured or has been redeemed or repaid or is about to mature or to be redeemed or repaid shall become mutilated, defaced, destroyed, lost or stolen, the Bank may, instead of issuing a substitute Note, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated or defaced Note) upon compliance by the holder with the provisions of this paragraph.

No recourse shall be had for the payment of principal of (and premium, if any) or interest on, this Note for any claim based hereon, or otherwise in respect hereof, against any shareholder, employee, agent, officer or director, as such, past, present or future, of the Bank or of any successor organization, either directly or through the Bank or any successor organization, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.

The Notes are issued in accordance with the Global Agency Agreement. The Notes, and any receipts or interest coupons appertaining thereto and the Global Agency Agreement may be amended by the Bank (upon notice to the parties thereto), (i) for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained therein, (ii) to make any further modifications of the terms of the Global Agency Agreement necessary or desirable to allow for the issuance of any additional Notes (which modifications shall not be materially adverse to holders of outstanding Notes) or (iii) in any manner which the Bank (and, in the case of the Global Agency Agreement, the parties thereto) may deem necessary or

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desirable and which shall not materially adversely affect the interests of the holders of the Notes, or any receipts, talons or interest coupons appertaining thereto, to all of which each holder of Notes, receipts, talons or interest coupons shall, by acceptance thereof, be deemed to have consented; provided, however, that no such modification or amendment may, without the consent of the holder of each outstanding Note affected thereby, (1) change the Maturity Date with respect to any Note or reduce or cancel the amount payable at Maturity; (2) reduce the amount payable or modify the payment date for any interest with respect to any Note or vary the method of calculating the rate of interest with respect to any Note; (3) reduce any Minimum Interest Rate and/or Maximum Interest Rate with respect to any Note; (4) modify the currency in which payments under any Note and/or any receipts, coupons or talons appertaining thereto are to be made; (5) change the obligation of the Bank to pay Additional Amounts with respect to Notes, receipts, talons or coupons; or (6) reduce the percentage in principal amount of outstanding Notes the consent of the holders of which is necessary to modify the provisions of the Notes or to waive any future compliance or past default. Any instrument given by or on behalf of any holder of a Note in connection with any consent to any such modification, amendment or waiver shall be irrevocable once given and shall be conclusive and binding on all subsequent holders of such Note. Any modifications, amendments or waivers to the Global Agency Agreement or the provisions of the Notes, receipts, talons or coupons shall be conclusive and binding on all holders of Notes, receipts, talons or coupons, whether or not notation of such modifications, amendments or waivers is made upon the Notes, receipts, talons or coupons. It will not be necessary for the consent of the holders of Notes to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof.

No provision of this Note shall alter or impair the obligation of the Bank, which is absolute and unconditional, to pay principal of (and premium, if any) and interest on, and any Additional Amounts with respect to, this Note in the Specified Currency indicated on the face hereof (or, as provided herein, in the equivalent in U.S. dollars) at the times, places and rate herein prescribed.

No service charge shall be made to a holder of this Note for any transfer or exchange of this Note, but the Bank may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.

If this Note is in registered form, prior to due presentment of this Note for registration of transfer, the Bank, Domestic Paying Agent, Domestic Registrar, European Registrar, London Paying Agent, London Issuing Agent, Irish Paying Agent and Transfer Agent (collectively, together with any successors thereto, the “Agents”) or any agent of the Bank or the Agents may treat the holder in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Bank, the Agents nor any such agent shall be affected by notice to the contrary except as required by applicable law.

All notices to the Bank under this Note shall be in writing and addressed to the Bank at SunTrust Bank, 303 Peachtree Street, N.E., Atlanta, Georgia 30308 USA, Attention: Treasurer; telephone: (404) 581-1281; and facsimile: (404) 724-3749 or to such other address of the Bank as the Bank may notify the holders of the Notes.

K-32

OPTION TO ELECT REPAYMENT

The undersigned hereby irrevocably request(s) and instruct(s) the Bank to repay this Note (or portion hereof specified below) pursuant to its terms at a price equal to 100% of the principal amount hereof to be repaid, together with accrued and unpaid interest hereon, payable to the date of repayment, to the undersigned, at                     .

(Please print or typewrite name and address of the undersigned.)

For this Note to be repaid, the undersigned must give to the London Paying Agent, if this Note is in bearer form, at Deutsche Bank AG, London Branch, Winchester House, 1 Great Winchester Street, London EC2N 2DB or, if this Note is in registered form, to the Domestic Paying Agent at Deutsche Bank Trust Company Americas, 60 Wall Street, 27^th Floor, New York, New York 10005, United States of America, or to the London Paying Agent at its address, or, if this Note is listed on the Irish Stock Exchange, whether in bearer or registered form, to the Irish Paying Agent at Deutsche International Corporate Services (Ireland) Limited, 5 Harbourmaster Place, International Financial Services Centre, Dublin 1, Ireland, as the case may be, or at such other place or places of which the Bank shall from time to time notify the holders of the Notes not more than 60 days nor less than 30 days prior to the date of repayment, this Note (and, if this Note is in definitive bearer form, all interest coupons appertaining hereto maturing after the repayment date) with this “Option to Elect Repayment” form duly completed.

If less than the entire principal amount of this Note is to be repaid, specify the portion hereof (which shall be increments of US$1,000, or equivalent denominations in other currencies) which the holder elects to have repaid and specify the denomination or denominations (which shall be an Authorized Denomination specified on the face of the within Note) of the Notes to be issued to the holder for the portion of this Note not being repaid (in the absence of any such specification, one such Note will be issued for the portion not being repaid):

US$
	Signature
Dated:	NOTICE: The signature on this “Option to Elect Repayment” form must correspond with the name as written upon the face of the within Note in every particular, without alteration or enlargement or any change whatsoever.
Signature Guarantee
NOTICE: The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations, and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad- 15 under the Securities Exchange Act of 1934.

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