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) January 22, 2009

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 2.02	Results of Operations and Financial Condition.	
 
Item 7.01	Regulation FD Disclosure.	
The following information is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition” and Item 7.01, “Regulation FD Disclosure”. Consequently, it is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or Securities Act of 1933 if such subsequent filing specifically references this Form 8-K.
On January 22, 2009, SunTrust Banks, Inc. (the “Registrant”) announced financial results for the full year and the fourth quarter ended December 31, 2008. A copy of the News Release announcing the Registrant’s results for the year and fourth quarter ended December 31, 2008 is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The Registrant intends to hold an investor call and webcast to discuss financial results for the year and fourth quarter ended December 31, 2008 on January 22, 2009, at 8:00 a.m. Eastern time. Additional presentation materials relating to such call are attached hereto as Exhibit 99.2 and are incorporated herein by reference.
All information in the news release and the presentation materials speak as of the date thereof and the Registrant does not assume any obligation to update said information in the future. In addition, the Registrant disclaims any inference regarding the materiality of such information which otherwise may arise as a result of its furnishing such information under Item 2.02 and/or Item 7.01 of this report on Form 8-K.
 
Item 9.01	Financial Statements and Exhibits.	
 
(d)	Exhibits	

		
4.1	  	Articles of Incorporation of the Registrant, restated to reflect amendments through January 20, 2009.	
		
99.1	  	News release dated January 22, 2009 (furnished with the Commission as a part of this Form 8-K).	
		
99.2	  	Presentation materials dated January 22, 2009 (furnished with the Commission as a part of this Form 8-K).	

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: January 22, 2009.	 		 	By:	 	/s/ Thomas E. Panther	
	 		 		 	Thomas E. Panther,	
	 		 		 	Senior Vice President and Controller	

Exhibit 4.1
ARTICLES OF RESTATEMENT
OF
THE ARTICLES OF INCORPORATION OF
OF
SUNTRUST BANKS, INC.
Pursuant to Section 14-2-1007 of the Georgia Business Corporation Code, SunTrust Banks, Inc., a corporation organized and existing under the laws of the State of Georgia (the “ Corporation ”), submits these Articles of Restatement and Restated Articles of Incorporation and shows as follows:
1.
The Corporation hereby certifies that, by resolution adopted on December 8, 2008, the Board of Directors did adopt these Articles of Restatement and Restated Articles of Incorporation of the Corporation, as set forth in paragraph 2 below. Shareholder approval of the Restated Articles of Incorporation contained in these Articles of Restatement was not required.
2.
The Articles of Incorporation of the Corporation, as heretofore restated and amended, shall be restated by substituting therefor in all respects the Restated Articles of Incorporation as follows:
RESTATED ARTICLES OF INCORPORATION
1.
The name of the Corporation is SunTrust Banks, Inc.
2.
The Corporation is organized pursuant to the provisions of the Georgia Business Corporation Code.
3.
The Corporation shall have perpetual duration.
4.

The purpose for which the Corporation is organized is to conduct any businesses and to engage in any activities not specifically prohibited to corporations for profit under the laws of the State of Georgia.
5.
(a).    The aggregate number of common shares (referred to in these Articles of Incorporation as “ Common Stock ”) which the Corporation shall have the authority to issue is 750,000,000 with a par value of $1.00 per share. Each holder of Common Stock shall be entitled to one vote for each share of such stock held.
(b).    The aggregate number of preferred shares (referred to in these Articles of Incorporation as “ Preferred Stock ”) which the Corporation shall have authority to issue is 50,000,000 with no par value per share. In accordance with the provisions of the Georgia Business Corporation Code, the Board of Directors may determine the preferences, limitations, and relative rights of (1) any Preferred Stock before the issuance of any shares of Preferred Stock and (2) one or more series of Preferred Stock, and designate the number of shares within that series, before the issuance of any shares of that series, provided that the holders of shares of Preferred Stock will not be entitled to more than one vote per share.
(c).    The Corporation may acquire its own shares. Any such shares shall become, upon acquisition, treasury shares to be classified as issued but not outstanding shares.
(d).     Series A Preferred Stock . There shall be a series of the Preferred Stock with the following terms, preferences, limitations, and relative rights, in addition to those otherwise expressed in these Articles of Incorporation or any amendment thereto.
(i)     Designation . The distinctive designation of such series is “Perpetual Preferred Stock, Series A” (“ Series A Preferred Stock ”).
(ii)     Number of Shares . The number of shares of Series A Preferred Stock shall be 5,000. Such number may from time to time be increased (but not in excess of the total number of authorized shares of Preferred Stock that have not been designated as another series of Preferred Stock) or decreased (but not below the number of shares of Series A Preferred Stock then outstanding) by the Board of Directors.
(iii)     Definitions . As used herein with respect to the Series A Preferred Stock:
“ 3-Month LIBOR ” means, with respect to any Dividend Period, the rate (expressed as a percentage per annum) for deposits in U.S. dollars for a 3-month period commencing on the first day of that Dividend Period that appears on Telerate Page 3750 as of 11:00 a.m., London time, on the Dividend Determination Date for that Dividend Period. If such rate does not appear on Telerate Page 3750, 3-Month LIBOR will be determined on the basis of the rates at which deposits in U.S. dollars for a 3-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1,000,000 are offered to prime banks in the London interbank market by four major banks in the London interbank market selected by the Calculation Agent, at approximately 11:00 a.m., London time, on the Dividend Determination Date for that Dividend Period. The Calculation Agent will request the principal
 
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London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, 3-Month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest .00001 of 1%) of such quotations. If fewer than two quotations are provided, 3-Month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest .00001 of 1%) of the rates quoted by three major banks in New York City selected by the Calculation Agent, at approximately 11:00 a.m., New York City time, on the first day of that Dividend Period for loans in U.S. dollars to leading European banks for a 3-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1,000,000. However, if fewer than three New York City banks selected by the Calculation Agent to provide quotations are quoting as described above, 3-Month LIBOR for that Dividend Period will be the same as 3-Month LIBOR as determined for the previous Dividend Period. The establishment of 3-Month LIBOR for each Dividend Period by the Calculation Agent shall (in the absence of manifest error) be final and binding.
“ Business Day ” means each Monday, Tuesday, Wednesday, Thursday or Friday on which banking institutions in the City of New York are not authorized or obligated by law, regulation or executive order to close.
“ Calculation Agent ” means U.S. Bank National Association or its successor appointed by the Corporation, acting as calculation agent.
“ Cumulative Dividend Period ” means the period prior to the Non-Cumulative Dividend Period.
“ Dividend Determination Date ” means the second London Banking Day immediately preceding the first day of the relevant Dividend Period.
“ Dividend Parity Stock ” has the meaning assigned to such term in Section (iv)B.
“ Dividend Payment Date ” has the meaning assigned to such term in Section (v)A(b).
“ Dividend Period ” means each period commencing on (and including) a Dividend Payment Date and continuing to (but not including) the next succeeding Dividend Payment Date (except that the first Dividend Period (i) for the initial issuance of Series A Preferred Stock shall commence upon (and include) the Issue Date and (ii) for Series A Preferred Stock issued after the Issue Date, shall commence upon (and include) the applicable Start Date).
“ Dividend Rate ” means a rate per annum equal to the greater of (1) 0.53% above 3-Month LIBOR on the related Dividend Determination Date or (2) 4.00%.
“ Issue Date ” means the initial date of delivery of shares of Series A Preferred Stock.
“ Junior Stock ” means the Common Stock and any other class or series of stock of the Corporation hereafter authorized over which Series A Preferred Stock has preference in the payment of dividends or in the distribution of assets on any liquidation, dissolution or winding up of the Corporation.
“ Liquidation Event ” has the meaning assigned to such term in Section vi(A).
 
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“ London Banking Day ” means any day on which commercial banks are open for general business (including dealings in deposits in U.S. dollars) in London.
“ Non-Cumulative Dividend Period ” means the period commencing upon the effective date of an amendment to the Articles of Incorporation permitting dividends on the Preferred Stock to be cumulative, non-cumulative, or partially cumulative.
“ Person ” means any individual, corporation, partnership, joint venture, trust, limited liability company or corporation, unincorporated organization or government or any agency or political subdivision thereof.
“ Preferred Stock Directors ” has the meaning assigned to such term in Section (vii)B.
“ Start Date ” means, for each share of Series A Preferred Stock, (x) the Issue Date, if such share was issued on the Issue Date, (y) if such share was not issued on the Issue Date, the date of issue, if issued on a Dividend Payment Date, or (z) otherwise, the most recent Dividend Payment Date preceding the date of issue of such share.
“ Telerate Page 3750 ” means the display page so designated on the Moneyline/Telerate Service (or such other page as may replace that page on that service, or such other service as may be nominated as the information vendor, for the purpose of displaying rates or prices comparable to London Interbank Offered Rate for U.S. dollar deposits).
“ Voting Parity Stock ” has the meaning assigned to such term in Section (vii)B.
(iv) Dividends .
A.     General .
(1)     Dividend Payment Dates, Dividend Rate, Etc . Holders of Series A Preferred Stock shall be entitled to receive, only when, as and if declared by the Board of Directors, or a duly authorized committee of the Board of Directors, but only out of funds legally available therefor, cash dividends computed in accordance with Section (iv)A(3) and payable quarterly on the 15th day of each March, June, September and December in each year (each such date a “ Dividend Payment Date ”), commencing on December 15, 2006, to holders of record on the respective date fixed for that purpose by the Board of Directors or such committee in advance of payment of each particular dividend.
(2)     Business Day Convention . If a day that would otherwise be a Dividend Payment Date is not a Business Day, then the first Business Day following such day shall be the applicable Dividend Payment Date.
(3)     Dividend Computation .
(a)    The amount of the dividend computed per share of Series A Preferred Stock on each Dividend Payment Date that occurs during the Cumulative Dividend Period will be equal to (x) the sum of the amounts determined as follows for each Dividend Period that has occurred since the Start Date for that share of Series A Preferred Stock, less (y) the sum of all dividends previously
 
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paid with respect to that share of Series A Preferred Stock: Multiply the Dividend Rate in effect for such Dividend Period by a fraction, the numerator of which is the actual number of days in such Dividend Period and the denominator of which is 360, and then multiply the result so obtained by $100,000 (with the result of such calculation rounded upward if necessary to the nearest .00001 of 1%). Any dividend payment actually made during the Cumulative Dividend Period on shares of Series A Preferred Stock will first be credited against dividends computed with respect to Dividend Periods for the shares of Series A Preferred Stock for which dividends have not been paid in full, beginning with the first such period. Dividends for any Dividend Period that ends during the Cumulative Dividend Period that have not been paid on the regular Dividend Payment Date may be declared and paid at any time during the Cumulative Dividend Period, without reference to any Dividend Payment Date for that Dividend Period, to holders of record of the Series A Preferred Stock on such date as may be fixed by the Board of Directors or duly authorized committee of the Board of Directors.
(b)    The amount of the dividend computed per share of Series A Preferred Stock on each Dividend Payment Date that occurs during the Non-Cumulative Dividend Period will be equal to the Dividend Rate in effect for such Dividend Period, multiplied by a fraction, the numerator of which is the actual number of days in such Dividend Period and the denominator of which shall be 360, and then multiplied by $100,000 (with the result of such calculation rounded upward if necessary to the nearest .00001 of 1%).
(4)     Dividend Payment Dates for Other Preferred Stock . For so long as any shares of Series A Preferred Stock are outstanding, the Corporation shall not issue any shares of Preferred Stock having any dividend payment date that is not also a Dividend Payment Date for the Series A Preferred Stock.
(5)     Priority of Dividends .
(a)    So long as any of the shares of the Series A Preferred Stock is outstanding, (1) no dividends (other than (a) dividends payable on Junior Stock in Junior Stock and (b) cash in lieu of fractional shares in connection with any such dividend) shall be paid or declared, in cash or otherwise, nor shall any other distribution be made, on the Common Stock or on any other Junior Stock and (2) the Corporation shall not purchase, redeem or acquire for consideration any Junior Stock or shares of any other series of Preferred Stock, unless, in either case (1) or (2), on the payment date for such dividend, purchase, redemption, or other acquisition, (a) the Corporation shall not be in default on its obligation to redeem any of the shares of its Series A Preferred Stock called for redemption, (b) if such payment date occurs during the Cumulative Dividend Period, dividends in an amount computed in accordance with Section (iv)A(3)(a) for each share of Series A Preferred Stock for all Dividend Periods through the Dividend Payment Date for the then current Dividend Period have been paid or declared and funds set aside therefor, and (c) if such payment date occurs during the Non-Cumulative Dividend Period, dividends in an amount computed in accordance with Section (iv)A(3)(b) for each share of Series A Preferred Stock as of the Dividend Payment Date for the then current Dividend Period have been paid or declared and funds set aside therefore.
(b)    On any Dividend Payment Date during the Non-Cumulative Dividend Period for which full dividends are not paid, or declared and funds set aside therefor, on the Series A Preferred Stock and on any other class or series of Preferred Stock of the
 
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Corporation ranking on a parity with Series A Preferred Stock as to payment of dividends (any such class or series being herein referred to as “ Dividend Parity Stock ”), all dividends paid or declared for payment on that Dividend Payment Date with respect to the Series A Preferred Stock and any Dividend Parity Stock shall be shared (1) first ratably by the holders of such shares, if any, who have the right to receive dividends with respect to dividend periods prior to the then current Dividend Period (which shall not include the Series A Preferred Stock) but for which such dividends were not declared and paid, in proportion to the respective amounts of such undeclared or unpaid dividends relating to prior Dividend Periods, and (2) thereafter by the holders of shares of Series A Preferred Stock and Dividend Parity Stock on a pro rata basis.
(v)     Redemption .
A.     Redemption .
(1)    Subject to the further terms and conditions provided herein, the Corporation, at the option of the Board of Directors or a duly authorized committee of the Board of Directors, may, upon notice given as provided in Section (v)B, redeem shares of the Series A Preferred Stock at the time outstanding in whole or in part at any time on or after the Dividend Payment Date in September 2011.
(2)    If the redemption date occurs during the Cumulative Dividend Period, the redemption price per share of Series A Preferred Stock shall be cash in an amount equal to $100,000 plus an amount computed in accordance with Section (iv)A(3)(a) for such share of Series A Preferred Stock for all Dividend Periods through the Dividend Payment Date next following the redemption date; provided that, for purposes of such computation, the dividend computed for the Dividend Period in which the redemption date occurs shall be multiplied by a fraction, the numerator of which is the number of days in such Dividend Period prior to the redemption date and the denominator of which is the total number of days in such Dividend Period.
(3)    If the redemption date occurs during the Non-Cumulative Dividend Period, the redemption price per share of Series A Preferred Stock shall be cash in an amount equal to $100,000 plus an amount equal to (i) any declared and unpaid dividends for any prior Dividend Periods plus (ii) any declared and unpaid dividends for the Dividend Period in which the redemption date occurs (if applicable) multiplied by a fraction, the numerator of which is the number of days in such Dividend Period prior to the redemption date, and the denominator of which is the total number of days in such Dividend Period.
(4)    The Series A Preferred Stock will not be subject to any sinking fund or other obligation of the Corporation to redeem, repurchase or retire the Shares.
B.     Notice of Redemption . Notice of every redemption of shares of Series A Preferred Stock shall be mailed by first class mail, postage prepaid, addressed to the holders of record of the shares to be redeemed at their respective last addresses appearing on the books of the Corporation. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption.
 
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Any notice mailed as provided in this Subsection shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, and failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Series A Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series A Preferred Stock. Notwithstanding the foregoing, if the Series A Preferred Stock or any depositary shares representing interests in the Series A Preferred Stock are issued in book-entry form through The Depositary Trust Company or any other similar facility, notice of redemption may be given to the holders of Series A Preferred Stock at such time and in any manner permitted by such facility. Each notice shall state (i) the redemption date; (ii) the number of shares of Series A Preferred Stock to be redeemed and, if less than all the shares held by the holder are to be redeemed, the number of shares to be redeemed from the holder; (iii) the redemption price; and (iv) the place or places where the shares of Series A Preferred Stock are to be redeemed.
C.     Partial Redemption . In case of any redemption of only part of the shares of Series A Preferred Stock at the time outstanding, the shares to be redeemed shall be selected either pro rata or by lot or in such other manner as the Board of Directors or a duly authorized committee of the Board of Directors may determine to be fair and equitable. Subject to the provisions hereof, the Board of Directors or such committee shall have full power and authority to prescribe the terms and conditions upon which shares of Series A Preferred Stock shall be redeemed from time to time.
D.     Effectiveness of Redemption . If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been set aside by the Corporation, separate and apart from its other funds, in trust for the pro rata benefit of the holders of the shares called for redemption, so as to be and continue to be available therefor, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date all shares so called for redemption shall cease to be outstanding and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to receive the amount payable on such redemption without interest. Any funds unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released to the Corporation, after which time the holders of the shares so called for redemption shall look only to the Corporation for payment of the redemption price of such shares.
(vi)     Liquidation Rights .
A.     Liquidation . In the event of any voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation (each a “ Liquidation Event ”), after payment or provision for payment of debts and other liabilities of the Corporation and before any distribution to the holders of shares of Common Stock or any other Junior Stock, the holders of Series A Preferred Stock shall be entitled to receive the following out of the net assets of the Corporation, for each share of Series A Preferred Stock: (1) if the Liquidation Event occurs during the Cumulative Dividend Period, an amount equal to $100,000 plus an amount computed in accordance with Section (iv)A(3)(a) for such share of Series A Preferred Stock for all Dividend Periods through the Dividend Payment Date next following the date of the Liquidation Event; provided that, for purposes of such computation, the dividend
 
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computed for the Dividend Period in which the Liquidation Event occurs shall be multiplied by a fraction, the numerator of which is the number of days in such Dividend Period prior to the date of the Liquidation Event and the denominator of which is the total number of days in such Dividend Period; or (2) if the Liquidation Event occurs during the Non-Cumulative Dividend Period, an amount equal to $100,000 plus an amount equal to (i) any declared and unpaid dividends for any prior Dividend Periods plus (ii) any declared and unpaid dividends for the Dividend Period in which the Liquidation Event occurs (if applicable) multiplied by a fraction, the numerator of which is the number of days in such Dividend Period prior to the date of the Liquidation Event, and the denominator of which is the total number of days in such Dividend Period.
B.     Partial Payment . If the assets of the Corporation are insufficient to permit the payment of the full preferential amounts payable in connection with a Liquidation Event to the holders of the Series A Preferred Stock and any other series of Preferred Stock ranking on a parity with the Series A Preferred Stock as to the distribution of assets upon a Liquidation Event, then the assets available for distribution to holders of shares of the Series A Preferred Stock and each such other series of Preferred Stock as to the distribution of assets upon liquidation shall be distributed ratably to the holders of shares of the Series A Preferred Stock and each such other series of Preferred Stock in proportion to the full preferential amounts payable on their respective shares upon the Liquidation Event.
C.     Merger, Consolidation and Sale of Assets Not Liquidation . Neither the sale, conveyance, exchange or transfer of all or substantially all the property and assets of the Corporation, the consolidation or merger of the Corporation with or into any other corporation, nor the merger or consolidation of any other corporation into or with the Corporation shall be deemed to be a liquidation, dissolution or winding up of the Corporation for purposes of this Section (vi).
(vii)     Voting Rights .
A.     General . The holders of Series A Preferred Stock shall not have any voting rights except as set forth in this Section (vii) or as otherwise required by law.
B.     Right to Elect Two Directors Upon Non-Payment of Dividends .
(1)    If and whenever dividends on Series A Preferred Stock and any other class or series of Preferred Stock of the Corporation ranking on a parity with Series A Preferred Stock as to payment of dividends and having voting rights equivalent to those provided in this Section (vii)B for the Series A Preferred Stock (any such class or series being herein referred to as “ Voting Parity Stock ”) have not been declared and paid in an aggregate amount, as to any such class or series, equal to at least six quarterly dividends (whether or not consecutive) computed in accordance with Section (iv)A(3) in the case of the Series A Preferred Stock, and computed in accordance with the terms thereof in the case of any Voting Parity Stock, the number of directors then constituting the Board of Directors shall be increased by two and the holders of Series A Preferred Stock, together with the holders of all other affected classes and series of Voting Parity Stock similarly entitled to vote for the election of a total of two additional directors, voting separately as a single class, shall be entitled to elect the two additional members of the Corporation’s Board of Directors (the
 
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“ Preferred Stock Directors ”) at any annual meeting of shareholders or any special meeting of the holders of Series A Preferred Stock and such Voting Parity Stock for which dividends have not been paid, called as hereinafter provided, but only if the election of any Preferred Stock Directors would not cause the Corporation to violate the corporate governance requirement of the New York Stock Exchange (or any other exchange on which its securities may be listed) that listed companies must have a majority of independent directors. The Board of Directors shall at no time have more than two Preferred Stock Directors.
(2)    At any time after the voting power provided for in the Section (vii) shall have been vested in the holders of Series A Preferred Stock and any Voting Parity Stock, the Secretary of the Corporation may, and upon the written request of holders of record of at least 20% of the outstanding shares of Series A Preferred Stock and any class or series of Voting Parity Stock (addressed to the Secretary at the principal office of the Corporation) shall, call a special meeting of the holders of shares of Series A Preferred Stock and such Voting Parity Stock having such voting rights, for the election of the Preferred Stock Directors, such call to be made by notice similar to that provided in the bylaws for a special meeting of the shareholders or as required by law. If any such special meeting so required to be called shall not be called by the Secretary within 20 days after receipt of any such request, then any holder of shares of Series A Preferred Stock may (at the Corporation’s expense) call such meeting, upon notice as herein provided, and for that purpose shall have access to the shareholder records of the Corporation. The Preferred Stock Directors elected at any such special meeting shall hold office until the next annual meeting of the shareholders if such office shall not have previously terminated as below provided. In case any vacancy shall occur among the Preferred Stock Directors, a successor shall be elected by the Board of Directors to serve until the next annual meeting of the shareholders upon the nomination of the then remaining Preferred Stock Directors or, if no Preferred Stock Director remains in office, by the vote of the holders of record of a majority of the outstanding shares of Series A Preferred Stock and such Voting Parity Stock for which dividends have not been paid, voting as a single class.
(3)    Whenever either (a) during the Cumulative Dividend Period, all dividends on the Series A Preferred Stock computed in accordance with Section (iv)A(3)(a) and any other cumulative Voting Parity Stock have been paid in full, or (b) during the Non-Cumulative Dividend Period, (i) all dividends on any cumulative Voting Parity Stock have been paid in full, (ii) full dividends computed in accordance with Section (iv)A(3)(b) have been paid on the applicable Dividend Payment Dates on the Series A Preferred Stock for at least one year and (iii) full dividends on any non-cumulative Voting Parity Stock then outstanding have been paid in accordance with the terms thereof for at least one year, then the right of the holders of Series A Preferred Stock and such Voting Parity Stock to elect such Preferred Stock Directors shall cease (but subject always to the same provisions for the vesting of such voting rights in the case of any similar non-payment of dividends in respect of future Dividend Periods), and the terms of office of all Preferred Stock Directors shall forthwith terminate and the number of directors constituting the Board of Directors shall be reduced accordingly.
C.     Other Voting Rights .
(1)    So long as any shares of Series A Preferred Stock remain outstanding, the Corporation shall not, without the affirmative vote of the holders of at least two-thirds of the Series A Preferred Stock outstanding at the time (voting separately as a
 
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class): (i) authorize or create, or increase the authorized or issued amount of, any class or series of capital stock of the Corporation ranking senior to the Series A Preferred Stock with respect to payment of dividends or the distribution of assets upon liquidation, dissolution or winding up, or reclassify any authorized shares of capital stock of the Corporation into any such shares, or (ii) amend, alter or repeal the provisions of these Articles of Incorporation, whether by merger, consolidation or otherwise, so as to materially and adversely affect any right, preference, privilege or voting power of the Series A Preferred Stock or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in clause (ii) above, so long as any shares of the Series A Preferred Stock remain outstanding with the terms thereof materially unchanged or new shares of the surviving corporation or entity are issued with the same terms as the Series A Preferred Stock, in each case taking into account that upon the occurrence of an event the Corporation may not be the surviving entity, the occurrence of any such event shall not be deemed to materially and adversely affect any right, preference, privilege or voting power of the Series A Preferred Stock or the holders thereof, and provided, further, that (i) any increase in the amount of the authorized Common Stock or Preferred Stock or the creation or issuance of any Junior Stock or Preferred Stock ranking on a parity with the Series A Preferred Stock with respect to payment of dividends or distribution of assets upon liquidation, dissolution or winding up, and (ii) any change to the number of directors or number of classes of directors, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.
(2)    On any matter on which the holders of the Series A Preferred Stock shall be entitled to vote (as provided herein or by applicable law), including any action by written consent, each share of Series A Preferred Stock shall have one vote per share.
(3)    The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required shall be effected, all outstanding Series A Preferred Stock shall have been redeemed or called for redemption upon proper notice and sufficient funds shall have been set aside by the Corporation for the benefit of the holders of Series A Preferred Stock to effect such redemption.
(viii)     Other Rights . The shares of Series A Preferred Stock shall not have any voting powers, preferences or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Articles of Incorporation.
(e).     Series B Preferred Stock . There shall be a series of the Preferred Stock with the following terms, preferences, limitations, and relative rights, in addition to those otherwise expressed in these Articles of Incorporation or any amendment thereto.
(i)     Designation . The distinctive designation of such series is “Perpetual Preferred Stock, Series B” (“ Series B Preferred Stock ”).
(ii)     Number of Shares . The number of shares of Series B Preferred Stock shall be 5,010. Such number may from time to time be increased (but not in excess of the total number of authorized shares of Preferred Stock that have not been designated as another series of Preferred Stock) or decreased (but not below the number of shares of Series B Preferred Stock then outstanding) by the Board of Directors.
 
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(iii) Definitions . As used herein with respect to the Series B Preferred Stock:
“ 3-Month LIBOR ” means, with respect to any Dividend Period, the rate (expressed as a percentage per annum) for deposits in U.S. dollars for a 3-month period commencing on the first day of that Dividend Period that appears on Telerate Page 3750 as of 11:00 a.m., London time, on the Dividend Determination Date for that Dividend Period. If such rate does not appear on Telerate Page 3750, 3-Month LIBOR will be determined on the basis of the rates at which deposits in U.S. dollars for a 3-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1,000,000 are offered to prime banks in the London interbank market by four major banks in the London interbank market selected by the Calculation Agent, at approximately 11:00 a.m., London time, on the Dividend Determination Date for that Dividend Period. The Calculation Agent will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, 3-Month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest .00001 of 1%) of such quotations. If fewer than two quotations are provided, 3-Month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest .00001 of 1%) of the rates quoted by three major banks in New York City selected by the Calculation Agent, at approximately 11:00 a.m., New York City time, on the first day of that Dividend Period for loans in U.S. dollars to leading European banks for a 3-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1,000,000. However, if fewer than three New York City banks selected by the Calculation Agent to provide quotations are quoting as described above, 3-Month LIBOR for that Dividend Period will be the same as 3-Month LIBOR as determined for the previous Dividend Period. The establishment of 3-Month LIBOR for each Dividend Period by the Calculation Agent shall (in the absence of manifest error) be final and binding.
“ Business Day ” means each Monday, Tuesday, Wednesday, Thursday or Friday on which banking institutions in Atlanta, Georgia, New York, New York or Wilmington, Delaware are not authorized or obligated by law, regulation or executive order to close.
“ Calculation Agent ” means U.S. Bank National Association or its successor appointed by the Corporation, acting as calculation agent.
“ Cumulative Dividend Period ” means the period prior to the Non-Cumulative Dividend Period.
“ Dividend Determination Date ” means the second London Banking Day immediately preceding the first day of the relevant Dividend Period.
“ Dividend Factor ” means (i) for any Dividend Period prior to the later of the Dividend Payment Date in December 2011 and the Issue Date, a fraction, the numerator of which is the number of days in the Dividend Period computed on the basis of a 360-day year consisting of twelve 30-day months and the denominator of which is 360 and (ii) for any Dividend Period thereafter, a fraction, the numerator of which is the actual number of days in such Dividend Period and the denominator of which is 360.
“ Dividend Parity Stock ” has the meaning assigned to such term in Section (iv)B.
 
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“ Dividend Payment Date ” has the meaning assigned to such term in Section (v)A(b).
“ Dividend Period ” means each period commencing on (and including) a Dividend Payment Date and continuing to (but not including) the next succeeding Dividend Payment Date (except that the first Dividend Period (i) for the initial issuance of Series B Preferred Stock shall commence upon (and include) the Issue Date and (ii) for Series B Preferred Stock issued after the Issue Date, shall commence upon (and include) the applicable Start Date).
“ Dividend Rate ” means (i) to but not including the Dividend Payment date in December 2011 a rate per annum equal to 5.853% and (ii) thereafter a rate per annum equal to the greater of (1) 0.645% above 3-Month LIBOR on the related Dividend Determination Date or (2) 4.000%.
“ Issue Date ” means the initial date of delivery of shares of Series B Preferred Stock.
“ Junior Stock ” means the Common Stock and any other class or series of stock of the Corporation hereafter authorized over which Series B Preferred Stock has preference in the payment of dividends or in the distribution of assets on any liquidation, dissolution or winding up of the Corporation.
“ Liquidation Event ” has the meaning assigned to such term in Section vi(A).
“ London Banking Day ” means any day on which commercial banks are open for general business (including dealings in deposits in U.S. dollars) in London.
“ Non-Cumulative Dividend Period ” means the period commencing upon the effective date of an amendment to the Articles of Incorporation permitting dividends on the Preferred Stock to be cumulative, non-cumulative, or partially cumulative.
“ Person ” means any individual, corporation, partnership, joint venture, trust, limited liability company or corporation, unincorporated organization or government or any agency or political subdivision thereof.
“ Preferred Stock Directors ” has the meaning assigned to such term in Section (vii)B.
“ Start Date ” means, for each share of Series B Preferred Stock, (x) the Issue Date, if such share was issued on the Issue Date, (y) if such share was not issued on the Issue Date, the date of issue, if issued on a Dividend Payment Date, or (z) otherwise, the most recent Dividend Payment Date preceding the date of issue of such share.
“ Telerate Page 3750 ” means the display page so designated on the Moneyline/Telerate Service (or such other page as may replace that page on that service, or such other service as may be nominated as the information vendor, for the purpose of displaying rates or prices comparable to London Interbank Offered Rate for U.S. dollar deposits).
“ Voting Parity Stock ” has the meaning assigned to such term in Section (vii)B.
(iv)     Dividends .
 
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A.     General .
(1)     Dividend Payment Dates, Dividend Rate, Etc . Holders of Series B Preferred Stock shall be entitled to receive, only when, as and if declared by the Board of Directors, or a duly authorized committee of the Board of Directors, but only out of funds legally available therefor, cash dividends computed in accordance with Section (iv)A(3) and payable (i) if the Series B Preferred Stock is issued prior to December 15, 2011, semi-annually on each December 15 and June 15 through December 15, 2011, and (ii) from and including the later of December 15, 2011 and the Issue Date, quarterly on the 15th day of each March, June, September and December in each year (each such date a “ Dividend Payment Date ”), to holders of record on the respective date fixed for that purpose by the Board of Directors or such committee in advance of payment of each particular dividend.
(2)     Business Day Convention . If a day that would otherwise be a Dividend Payment Date is not a Business Day, then the first Business Day following such day shall be the applicable Dividend Payment Date.
(3)     Dividend Computation .
(a)    The amount of the dividend computed per share of Series B Preferred Stock on each Dividend Payment Date that occurs during the Cumulative Dividend Period will be equal to (x) the sum of the amounts determined as follows for each Dividend Period that has occurred since the Start Date for that share of Series B Preferred Stock, less (y) the sum of all dividends previously paid with respect to that share of Series B Preferred Stock: Multiply the Dividend Rate in effect for such Dividend Period by the Dividend Factor, and then multiply the result so obtained by $100,000 (with the result of such calculation rounded upward if necessary to the nearest .00001 of 1%). Any dividend payment actually made during the Cumulative Dividend Period on shares of Series B Preferred Stock will first be credited against dividends computed with respect to Dividend Periods for the shares of Series B Preferred Stock for which dividends have not been paid in full, beginning with the first such period. Dividends for any Dividend Period that ends during the Cumulative Dividend Period that have not been paid on the regular Dividend Payment Date may be declared and paid at any time during the Cumulative Dividend Period, without reference to any Dividend Payment Date for that Dividend Period, to holders of record of the Series B Preferred Stock on such date as may be fixed by the Board of Directors or duly authorized committee of the Board of Directors.
(b)    The amount of the dividend computed per share of Series B Preferred Stock on each Dividend Payment Date that occurs during the Non-Cumulative Dividend Period will be equal to the Dividend Rate in effect for such Dividend Period, multiplied by the Dividend Factor, and then multiplied by $100,000 (with the result of such calculation rounded upward if necessary to the nearest .00001 of 1%).
(4)     Dividend Payment Dates for Other Preferred Stock . For so long as any shares of Series B Preferred Stock are outstanding, the Corporation shall not issue any shares of Preferred Stock having any dividend payment date that is not also a Dividend Payment Date for the Series B Preferred Stock.
 
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(5)     Priority of Dividends .
(a)    So long as any of the shares of the Series B Preferred Stock is outstanding, (1) no dividends (other than (a) dividends payable on Junior Stock in Junior Stock and (b) cash in lieu of fractional shares in connection with any such dividend) shall be paid or declared, in cash or otherwise, nor shall any other distribution be made, on the Common Stock or on any other Junior Stock and (2) the Corporation shall not purchase, redeem or otherwise acquire for consideration any Junior Stock or shares of any other series of Preferred Stock, unless, in either case (1) or (2), on the payment date for such dividend, purchase, redemption, or other acquisition, (a) the Corporation shall not be in default on its obligation to redeem any of the shares of its Series B Preferred Stock called for redemption, (b) if such payment date occurs during the Cumulative Dividend Period, dividends in an amount computed in accordance with Section (iv)A(3)(a) for each share of Series B Preferred Stock for all Dividend Periods through the Dividend Payment Date for the then current Dividend Period have been paid or declared and funds set aside therefor, and (c) if such payment date occurs during the Non-Cumulative Dividend Period, dividends in an amount computed in accordance with Section (iv)A(3)(b) for each share of Series B Preferred Stock as of the Dividend Payment Date for the then current Dividend Period have been paid or declared and funds set aside therefore.
(b)    On any Dividend Payment Date during the Non-Cumulative Dividend Period for which full dividends are not paid, or declared and funds set aside therefor, on the Series B Preferred Stock and on any other class or series of Preferred Stock of the Corporation ranking on a parity with Series B Preferred Stock as to payment of dividends (any such class or series being herein referred to as “ Dividend Parity Stock ”), all dividends paid or declared for payment on that Dividend Payment Date with respect to the Series B Preferred Stock and any Dividend Parity Stock shall be shared (1) first ratably by the holders of such shares, if any, who have the right to receive dividends with respect to dividend periods prior to the then current Dividend Period (which shall not include the Series B Preferred Stock) but for which such dividends were not declared and paid, in proportion to the respective amounts of such undeclared or unpaid dividends relating to prior Dividend Periods, and (2) thereafter by the holders of shares of Series B Preferred Stock and Dividend Parity Stock on a pro rata basis.
(v)     Redemption .
A.     Redemption .
(1)    Subject to the further terms and conditions provided herein, the Corporation, at the option of the Board of Directors or a duly authorized committee of the Board of Directors, may, upon notice given as provided in Section (v)B, redeem shares of the Series B Preferred Stock at the time outstanding in whole or in part at any time on or after the later of the Dividend Payment Date in December 2011 and the Issue Date of the Series B Preferred Stock.
(2)    If the redemption date occurs during the Cumulative Dividend Period, the redemption price per share of Series B Preferred Stock shall be cash in an amount equal to $100,000 plus an amount computed in accordance with Section (iv)A(3)(a) for such share of Series B Preferred Stock for all Dividend Periods through the Dividend Payment Date next following the redemption date; provided that, for purposes of such computation, the dividend computed for the Dividend Period in which the redemption date occurs shall be multiplied by a fraction, the numerator of which is the number of days in such Dividend Period prior to the redemption date and the denominator of which is the total number of days in such Dividend Period.
 
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(3)    If the redemption date occurs during the Non-Cumulative Dividend Period, the redemption price per share of Series B Preferred Stock shall be cash in an amount equal to $100,000 plus an amount equal to (i) any declared and unpaid dividends for any prior Dividend Periods plus (ii) any declared and unpaid dividends for the Dividend Period in which the redemption date occurs (if applicable) multiplied by a fraction, the numerator of which is the number of days in such Dividend Period prior to the redemption date, and the denominator of which is the total number of days in such Dividend Period.
(4)    The Series B Preferred Stock will not be subject to any sinking fund or other obligation of the Corporation to redeem, repurchase or retire the Shares.
B.     Notice of Redemption . Notice of every redemption of shares of Series B Preferred Stock shall be mailed by first class mail, postage prepaid, addressed to the holders of record of the shares to be redeemed at their respective last addresses appearing on the books of the Corporation. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Subsection shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, and failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Series B Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series B Preferred Stock. Notwithstanding the foregoing, if the Series B Preferred Stock or any depositary shares representing interests in the Series B Preferred Stock are issued in book-entry form through The Depositary Trust Company or any other similar facility, notice of redemption may be given to the holders of Series B Preferred Stock at such time and in any manner permitted by such facility. Each notice shall state (i) the redemption date; (ii) the number of shares of Series B Preferred Stock to be redeemed and, if less than all the shares held by the holder are to be redeemed, the number of shares to be redeemed from the holder; (iii) the redemption price; and (iv) the place or places where the shares of Series B Preferred Stock are to be redeemed.
C.     Partial Redemption . In case of any redemption of only part of the shares of Series B Preferred Stock at the time outstanding, the shares to be redeemed shall be selected either pro rata or by lot or in such other manner as the Board of Directors or a duly authorized committee of the Board of Directors may determine to be fair and equitable. Subject to the provisions hereof, the Board of Directors or such committee shall have full power and authority to prescribe the terms and conditions upon which shares of Series B Preferred Stock shall be redeemed from time to time.
D.     Effectiveness of Redemption . If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been set aside by the Corporation, separate and apart from its other funds, in trust for the pro rata benefit of the holders of the shares called for redemption, so as to be and continue to be available therefor, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date all shares so called for redemption shall cease to be outstanding and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to receive the amount payable on such redemption without interest. Any funds unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released to the Corporation, after which time the holders of the shares so called for redemption shall look only to the Corporation for payment of the redemption price of such shares.
 
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(vi)     Liquidation Rights .
A.     Liquidation . In the event of any voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation (each a “ Liquidation Event ”), after payment or provision for payment of debts and other liabilities of the Corporation and before any distribution to the holders of shares of Common Stock or any other Junior Stock, the holders of Series B Preferred Stock shall be entitled to receive the following out of the net assets of the Corporation, for each share of Series B Preferred Stock: (1) if the Liquidation Event occurs during the Cumulative Dividend Period, an amount equal to $100,000 plus an amount computed in accordance with Section (iv)A(3)(a) for such share of Series B Preferred Stock for all Dividend Periods through the Dividend Payment Date next following the date of the Liquidation Event; provided that, for purposes of such computation, the dividend computed for the Dividend Period in which the Liquidation Event occurs shall be multiplied by a fraction, the numerator of which is the number of days in such Dividend Period prior to the date of the Liquidation Event and the denominator of which is the total number of days in such Dividend Period; or (2) if the Liquidation Event occurs during the Non-Cumulative Dividend Period, an amount equal to $100,000 plus an amount equal to (i) any declared and unpaid dividends for any prior Dividend Periods plus (ii) any declared and unpaid dividends for the Dividend Period in which the Liquidation Event occurs (if applicable) multiplied by a fraction, the numerator of which is the number of days in such Dividend Period prior to the date of the Liquidation Event, and the denominator of which is the total number of days in such Dividend Period.
B.     Partial Payment . If the assets of the Corporation are insufficient to permit the payment of the full preferential amounts payable in connection with a Liquidation Event to the holders of the Series B Preferred Stock and any other series of Preferred Stock ranking on a parity with the Series B Preferred Stock as to the distribution of assets upon a Liquidation Event, then the assets available for distribution to holders of shares of the Series B Preferred Stock and each such other series of Preferred Stock as to the distribution of assets upon liquidation shall be distributed ratably to the holders of shares of the Series B Preferred Stock and each such other series of Preferred Stock in proportion to the full preferential amounts payable on their respective shares upon the Liquidation Event.
C.     Merger, Consolidation and Sale of Assets Not Liquidation . Neither the sale, conveyance, exchange or transfer of all or substantially all the property and assets of the Corporation, the consolidation or merger of the Corporation with or into any other corporation, nor the merger or consolidation of any other corporation into or with the Corporation shall be deemed to be a liquidation, dissolution or winding up of the Corporation for purposes of this Section (vi).
 
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(vii)     Voting Rights .
A.     General .    The holders of Series B Preferred Stock shall not have any voting rights except as set forth in this Section (vii) or as otherwise required by law.
B.     Right to Elect Two Directors Upon Non-Payment of Dividends .
(1)    If and whenever dividends on Series B Preferred Stock and any other class or series of Preferred Stock of the Corporation ranking on a parity with Series B Preferred Stock as to payment of dividends and having voting rights equivalent to those provided in this Section (vii)B for the Series B Preferred Stock (any such class or series being herein referred to as “ Voting Parity Stock ”) have not been declared and paid in an aggregate amount, as to any such class or series, equal to at least six quarterly dividends (whether or not consecutive) computed in accordance with Section (iv)A(3) in the case of the Series B Preferred Stock, and computed in accordance with the terms thereof in the case of any Voting Parity Stock, the number of directors then constituting the Board of Directors shall be increased by two and the holders of Series B Preferred Stock, together with the holders of all other affected classes and series of Voting Parity Stock similarly entitled to vote for the election of a total of two additional directors, voting separately as a single class, shall be entitled to elect the two additional members of the Corporation’s Board of Directors (the “ Preferred Stock Directors ”) at any annual meeting of shareholders or any special meeting of the holders of Series B Preferred Stock and such Voting Parity Stock for which dividends have not been paid, called as hereinafter provided, but only if the election of any Preferred Stock Directors would not cause the Corporation to violate the corporate governance requirement of the New York Stock Exchange (or any other exchange on which its securities may be listed) that listed companies must have a majority of independent directors. The Board of Directors shall at no time have more than two Preferred Stock Directors.
(2)    At any time after the voting power provided for in the Section (vii) shall have been vested in the holders of Series B Preferred Stock and any Voting Parity Stock, the Secretary of the Corporation may, and upon the written request of holders of record of at least 20% of the outstanding shares of Series B Preferred Stock and any class or series of Voting Parity Stock (addressed to the Secretary at the principal office of the Corporation) shall, call a special meeting of the holders of shares of Series B Preferred Stock and such Voting Parity Stock having such voting rights, for the election of the Preferred Stock Directors, such call to be made by notice similar to that provided in the bylaws for a special meeting of the shareholders or as required by law. If any such special meeting so required to be called shall not be called by the Secretary within 20 days after receipt of any such request, then any holder of shares of Series B Preferred Stock may (at the Corporation’s expense) call such meeting, upon notice as herein provided, and for that purpose shall have access to the shareholder records of the Corporation. The Preferred Stock Directors elected at any such special meeting shall hold office until the next annual meeting of the shareholders if such office shall not have previously terminated as below provided. In case any vacancy shall occur among the Preferred Stock Directors, a successor shall be elected by the Board of Directors to serve until the next annual meeting of the shareholders upon the nomination of the then remaining Preferred Stock Directors or, if no Preferred Stock Director remains in office, by the vote of the holders of record of a majority of the outstanding shares of Series B Preferred Stock and such Voting Parity Stock for which dividends have not been paid, voting as a single class.
 
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(3)    Whenever either (a) during the Cumulative Dividend Period, all dividends on the Series B Preferred Stock computed in accordance with Section (iv)A(3)(a) and any other cumulative Voting Parity Stock have been paid in full, or (b) during the Non-Cumulative Dividend Period, (i) all dividends on any cumulative Voting Parity Stock have been paid in full, (ii) full dividends computed in accordance with Section (iv)A(3)(b) have been paid on the applicable Dividend Payment Dates on the Series B Preferred Stock for at least one year and (iii) full dividends on any non-cumulative Voting Parity Stock then outstanding have been paid in accordance with the terms thereof for at least one year, then the right of the holders of Series B Preferred Stock and such Voting Parity Stock to elect such Preferred Stock Directors shall cease (but subject always to the same provisions for the vesting of such voting rights in the case of any similar non-payment of dividends in respect of future Dividend Periods), and the terms of office of all Preferred Stock Directors shall forthwith terminate and the number of directors constituting the Board of Directors shall be reduced accordingly.
C.     Other Voting Rights .
(1)    So long as any shares of Series B Preferred Stock remain outstanding, the Corporation shall not, without the affirmative vote of the holders of at least two-thirds of the Series B Preferred Stock outstanding at the time (voting separately as a class): (i) authorize or create, or increase the authorized or issued amount of, any class or series of capital stock of the Corporation ranking senior to the Series B Preferred Stock with respect to payment of dividends or the distribution of assets upon liquidation, dissolution or winding up, or reclassify any authorized shares of capital stock of the Corporation into any such shares, or (ii) amend, alter or repeal the provisions of these Articles of Incorporation, whether by merger, consolidation or otherwise, so as to materially and adversely affect any right, preference, privilege or voting power of the Series B Preferred Stock or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in clause (ii) above, so long as any shares of the Series B Preferred Stock remain outstanding with the terms thereof materially unchanged or new shares of the surviving corporation or entity are issued with the same terms as the Series B Preferred Stock, in each case taking into account that upon the occurrence of an event the Corporation may not be the surviving entity, the occurrence of any such event shall not be deemed to materially and adversely affect any right, preference, privilege or voting power of the Series B Preferred Stock or the holders thereof, and provided, further, that (i) any increase in the amount of the authorized Common Stock or Preferred Stock or the creation or issuance of any Junior Stock or Preferred Stock ranking on a parity with the Series B Preferred Stock with respect to payment of dividends or distribution of assets upon liquidation, dissolution or winding up, and (ii) any change to the number of directors or number of classes of directors, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.
(2)    On any matter on which the holders of the Series B Preferred Stock shall be entitled to vote (as provided herein or by applicable law), including any action by written consent, each share of Series B Preferred Stock shall have one vote per share.
(3)    The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required shall be effected, all outstanding Series B Preferred Stock shall have been redeemed or called for
 
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redemption upon proper notice and sufficient funds shall have been set aside by the Corporation for the benefit of the holders of Series B Preferred Stock to effect such redemption.
(viii)     Other Rights . The shares of Series B Preferred Stock shall not have any voting powers, preferences or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Articles of Incorporation.
(f).    Part 1. Designation and Number of Shares . There is hereby created out of the authorized and unissued shares of preferred stock of the Corporation a series of preferred stock designated as the “Fixed Rate Cumulative Perpetual Preferred Stock, Series C” (the “ Designated Preferred Stock ”). The authorized number of shares of Designated Preferred Stock shall be 35,000.
Part 2. Standard Provisions . The Standard Provisions contained in Annex A attached hereto are incorporated herein by reference in their entirety and shall be deemed to be a part of these Articles of Incorporation to the same extent as if such provisions had been set forth in full herein.
Part. 3. Definitions . The following terms are used in this Article 5(f) (including the Standard Provisions in Annex A hereto) as defined below:
(a)    “ Common Stock ” means the common stock, par value $1.00 per share, of the Corporation.
(b)    “ Dividend Payment Date ” means March 15, June 15, September 15 and December 15 of each year.
(c)    “ Junior Stock ” means the Common Stock and any other class or series of stock of the Corporation the terms of which expressly provide that it ranks junior to Designated Preferred Stock as to dividend rights and/or as to rights on liquidation, dissolution or winding up of the Corporation.
(d)    “ Liquidation Amount ” means $100,000 per share of Designated Preferred Stock.
(e)    “ Minimum Amount ” means $875,000,000.
(f)    “ Parity Stock ” means any class or series of stock of the Corporation (other than Designated Preferred Stock) the terms of which do not expressly provide that such class or series will rank senior or junior to Designated Preferred Stock as to dividend rights and/or as to rights on liquidation, dissolution or winding up of the Corporation (in each case without regard to whether dividends accrue cumulatively or non-cumulatively). Without limiting the foregoing, Parity Stock shall include the Corporation’s Perpetual Preferred Stock, Series A and Perpetual Preferred Stock, Series B.
(g)    “ Signing Date ” means the Original Issue Date.
 
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Part. 4. Certain Voting Matters . Holders of shares of Designated Preferred Stock will be entitled to one vote for each such share on any matter on which holders of Designated Preferred Stock are entitled to vote, including any action by written consent.
ANNEX A
STANDARD PROVISIONS
Section 1.     General Matters . Each share of Designated Preferred Stock shall be identical in all respects to every other share of Designated Preferred Stock. The Designated Preferred Stock shall be perpetual, subject to the provisions of Section 5 of these Standard Provisions that form a part of the Certificate of Designations. The Designated Preferred Stock shall rank equally with Parity Stock and shall rank senior to Junior Stock with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Corporation.
Section 2.     Standard Definitions . As used herein with respect to Designated Preferred Stock:
(a)    “ Applicable Dividend Rate ” means (i) during the period from the Original Issue Date to, but excluding, the first day of the first Dividend Period commencing on or after the fifth anniversary of the Original Issue Date, 5% per annum and (ii) from and after the first day of the first Dividend Period commencing on or after the fifth anniversary of the Original Issue Date, 9% per annum.
(b)    “ Appropriate Federal Banking Agency ” means the “appropriate Federal banking agency” with respect to the Corporation as defined in Section 3(q) of the Federal Deposit Insurance Act (12 U.S.C. Section 1813(q)), or any successor provision.
(c)    “ Business Combination ” means a merger, consolidation, statutory share exchange or similar transaction that requires the approval of the Corporation’s stockholders.
(d)    “ Business Day ” means any day except Saturday, Sunday and any day on which banking institutions in the State of New York generally are authorized or required by law or other governmental actions to close.
(e)    “ Bylaws ” means the bylaws of the Corporation, as they may be amended from time to time.
(f)    “ Certificate of Designations ” means the Certificate of Designations or comparable instrument relating to the Designated Preferred Stock, of which these Standard Provisions form a part, as it may be amended from time to time.
(g)    “ Charter ” means the Corporation’s certificate or articles of incorporation, articles of association, or similar organizational document.
(h)    “ Dividend Period ” has the meaning set forth in Section 3(a).
 
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(i)    “ Dividend Record Date ” has the meaning set forth in Section 3(a).
(j)    “ Liquidation Preference ” has the meaning set forth in Section 4(a).
(k)    “ Original Issue Date ” means the date on which shares of Designated Preferred Stock are first issued.
(l)    “ Preferred Director ” has the meaning set forth in Section 7(b).
(m)    “ Preferred Stock ” means any and all series of preferred stock of the Corporation, including the Designated Preferred Stock.
(n)    “ Qualified Equity Offering ” means the sale and issuance for cash by the Corporation to persons other than the Corporation or any of its subsidiaries after the Original Issue Date of shares of perpetual Preferred Stock, Common Stock or any combination of such stock, that, in each case, qualify as and may be included in Tier 1 capital of the Corporation at the time of issuance under the applicable risk-based capital guidelines of the Corporation’s Appropriate Federal Banking Agency (other than any such sales and issuances made pursuant to agreements or arrangements entered into, or pursuant to financing plans which were publicly announced, on or prior to October 13, 2008).
(o)    “ Share Dilution Amount ” has the meaning set forth in Section 3(b).
(p)    “ Standard Provisions ” mean these Standard Provisions that form a part of the Certificate of Designations relating to the Designated Preferred Stock.
(q)    “ Successor Preferred Stock ” has the meaning set forth in Section 5(a).
(r)    “ Voting Parity Stock ” means, with regard to any matter as to which the holders of Designated Preferred Stock are entitled to vote as specified in Sections 7(a) and 7(b) of these Standard Provisions that form a part of the Certificate of Designations, any and all series of Parity Stock upon which like voting rights have been conferred and are exercisable with respect to such matter.
Section 3.     Dividends .
(a)     Rate . Holders of Designated Preferred Stock shall be entitled to receive, on each share of Designated Preferred Stock if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets legally available therefor, cumulative cash dividends with respect to each Dividend Period (as defined below) at a rate per annum equal to the Applicable Dividend Rate on (i) the Liquidation Amount per share of Designated Preferred Stock and (ii) the amount of accrued and unpaid dividends for any prior Dividend Period on such share of Designated Preferred Stock, if any. Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and shall be payable quarterly in arrears on each Dividend Payment Date, commencing with the first such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the
 
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event that any Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that postponement. The period from and including any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “ Dividend Period ”, provided that the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Date.
Dividends that are payable on Designated Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on Designated Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month.
Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date will be payable to holders of record of Designated Preferred Stock as they appear on the stock register of the Corporation on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “ Dividend Record Date ”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day.
Holders of Designated Preferred Stock shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions of the Certificate of Designations).
(b)     Priority of Dividends . So long as any share of Designated Preferred Stock remains outstanding, no dividend or distribution shall be declared or paid on the Common Stock or any other shares of Junior Stock (other than dividends payable solely in shares of Common Stock) or Parity Stock, subject to the immediately following paragraph in the case of Parity Stock, and no Common Stock, Junior Stock or Parity Stock shall be, directly or indirectly, purchased, redeemed or otherwise acquired for consideration by the Corporation or any of its subsidiaries unless all accrued and unpaid dividends for all past Dividend Periods, including the latest completed Dividend Period (including, if applicable as provided in Section 3(a) above, dividends on such amount), on all outstanding shares of Designated Preferred Stock have been or are contemporaneously declared and paid in full (or have been declared and a sum sufficient for the payment thereof has been set aside for the benefit of the holders of shares of Designated Preferred Stock on the applicable record date). The foregoing limitation shall not apply to (i) redemptions, purchases or other acquisitions of shares of Common Stock or other Junior Stock in connection with the administration of any employee benefit plan in the ordinary course of business (including purchases to offset the Share Dilution Amount (as defined below) pursuant to a publicly announced repurchase plan) and consistent with past practice, provided that any purchases to offset the Share Dilution Amount shall in no event exceed the Share Dilution Amount; (ii) purchases or other acquisitions by a broker-dealer subsidiary of the Corporation solely for the purpose of market-making, stabilization or customer facilitation transactions in Junior Stock or Parity Stock in the ordinary course of its
 
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business; (iii) purchases by a broker-dealer subsidiary of the Corporation of capital stock of the Corporation for resale pursuant to an offering by the Corporation of such capital stock underwritten by such broker-dealer subsidiary; (iv) any dividends or distributions of rights or Junior Stock in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; (v) the acquisition by the Corporation or any of its subsidiaries of record ownership in Junior Stock or Parity Stock for the beneficial ownership of any other persons (other than the Corporation or any of its subsidiaries), including as trustees or custodians; and (vi) the exchange or conversion of Junior Stock for or into other Junior Stock or of Parity Stock for or into other Parity Stock (with the same or lesser aggregate liquidation amount) or Junior Stock, in each case, solely to the extent required pursuant to binding contractual agreements entered into prior to the Signing Date or any subsequent agreement for the accelerated exercise, settlement or exchange thereof for Common Stock. “ Share Dilution Amount ” means the increase in the number of diluted shares outstanding (determined in accordance with generally accepted accounting principles in the United States, and as measured from the date of the Corporation’s consolidated financial statements most recently filed with the Securities and Exchange Commission prior to the Original Issue Date) resulting from the grant, vesting or exercise of equity-based compensation to employees and equitably adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction.
When dividends are not paid (or declared and a sum sufficient for payment thereof set aside for the benefit of the holders thereof on the applicable record date) on any Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within a Dividend Period related to such Dividend Payment Date) in full upon Designated Preferred Stock and any shares of Parity Stock, all dividends declared on Designated Preferred Stock and all such Parity Stock and payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment Date) shall be declared pro rata so that the respective amounts of such dividends declared shall bear the same ratio to each other as all accrued and unpaid dividends per share on the shares of Designated Preferred Stock (including, if applicable as provided in Section 3(a) above, dividends on such amount) and all Parity Stock payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment Date) (subject to their having been declared by the Board of Directors or a duly authorized committee of the Board of Directors out of legally available funds and including, in the case of Parity Stock that bears cumulative dividends, all accrued but unpaid dividends) bear to each other. If the Board of Directors or a duly authorized committee of the Board of Directors determines not to pay any dividend or a full dividend on a Dividend Payment Date, the Corporation will provide written notice to the holders of Designated Preferred Stock prior to such Dividend Payment Date.
Subject to the foregoing, and not otherwise, such dividends (payable in cash, securities or other property) as may be determined by the Board of Directors or any duly authorized committee of the Board of Directors may be declared and paid on any securities, including Common Stock and other Junior Stock, from time to time out of any funds legally available for such payment, and holders of Designated Preferred Stock shall not be entitled to participate in any such dividends.
 
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Section 4.     Liquidation Rights .
(a)     Voluntary or Involuntary Liquidation . In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, holders of Designated Preferred Stock shall be entitled to receive for each share of Designated Preferred Stock, out of the assets of the Corporation or proceeds thereof (whether capital or surplus) available for distribution to stockholders of the Corporation, subject to the rights of any creditors of the Corporation, before any distribution of such assets or proceeds is made to or set aside for the holders of Common Stock and any other stock of the Corporation ranking junior to Designated Preferred Stock as to such distribution, payment in full in an amount equal to the sum of (i) the Liquidation Amount per share and (ii) the amount of any accrued and unpaid dividends (including, if applicable as provided in Section 3(a) above, dividends on such amount), whether or not declared, to the date of payment (such amounts collectively, the “ Liquidation Preference ”).
(b)     Partial Payment . If in any distribution described in Section 4(a) above the assets of the Corporation or proceeds thereof are not sufficient to pay in full the amounts payable with respect to all outstanding shares of Designated Preferred Stock and the corresponding amounts payable with respect of any other stock of the Corporation ranking equally with Designated Preferred Stock as to such distribution, holders of Designated Preferred Stock and the holders of such other stock shall share ratably in any such distribution in proportion to the full respective distributions to which they are entitled.
(c)     Residual Distributions . If the Liquidation Preference has been paid in full to all holders of Designated Preferred Stock and the corresponding amounts payable with respect of any other stock of the Corporation ranking equally with Designated Preferred Stock as to such distribution has been paid in full, the holders of other stock of the Corporation shall be entitled to receive all remaining assets of the Corporation (or proceeds thereof) according to their respective rights and preferences.
(d)     Merger, Consolidation and Sale of Assets Not Liquidation . For purposes of this Section 4, the merger or consolidation of the Corporation with any other corporation or other entity, including a merger or consolidation in which the holders of Designated Preferred Stock receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, securities or other property) of all or substantially all of the assets of the Corporation, shall not constitute a liquidation, dissolution or winding up of the Corporation.
Section 5.     Redemption .
(a)     Optional Redemption . Except as provided below, the Designated Preferred Stock may not be redeemed prior to the first Dividend Payment Date falling on or after the third anniversary of the Original Issue Date. On or after the first Dividend Payment Date falling on or after the third anniversary of the Original Issue Date, the Corporation, at its option, subject to the approval of the Appropriate Federal Banking Agency, may redeem, in whole or in part, at any time and from time to time, out of funds legally
 
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available therefor, the shares of Designated Preferred Stock at the time outstanding, upon notice given as provided in Section 5(c) below, at a redemption price equal to the sum of (i) the Liquidation Amount per share and (ii) except as otherwise provided below, any accrued and unpaid dividends (including, if applicable as provided in Section 3(a) above, dividends on such amount) (regardless of whether any dividends are actually declared) to, but excluding, the date fixed for redemption.
Notwithstanding the foregoing, prior to the first Dividend Payment Date falling on or after the third anniversary of the Original Issue Date, the Corporation, at its option, subject to the approval of the Appropriate Federal Banking Agency, may redeem, in whole or in part, at any time and from time to time, the shares of Designated Preferred Stock at the time outstanding, upon notice given as provided in Section 5(c) below, at a redemption price equal to the sum of (i) the Liquidation Amount per share and (ii) except as otherwise provided below, any accrued and unpaid dividends (including, if applicable as provided in Section 3(a) above, dividends on such amount) (regardless of whether any dividends are actually declared) to, but excluding, the date fixed for redemption; provided that (x) the Corporation (or any successor by Business Combination) has received aggregate gross proceeds of not less than the Minimum Amount (plus the “Minimum Amount” as defined in the relevant certificate of designations for each other outstanding series of preferred stock of such successor that was originally issued to the United States Department of the Treasury (the “ Successor Preferred Stock ”) in connection with the Troubled Asset Relief Program Capital Purchase Program) from one or more Qualified Equity Offerings (including Qualified Equity Offerings of such successor), and (y) the aggregate redemption price of the Designated Preferred Stock (and any Successor Preferred Stock) redeemed pursuant to this paragraph may not exceed the aggregate net cash proceeds received by the Corporation (or any successor by Business Combination) from such Qualified Equity Offerings (including Qualified Equity Offerings of such successor).
The redemption price for any shares of Designated Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Corporation or its agent. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the Dividend Record Date for a Dividend Period shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such Dividend Record Date relating to the Dividend Payment Date as provided in Section 3 above.
(b)     No Sinking Fund . The Designated Preferred Stock will not be subject to any mandatory redemption, sinking fund or other similar provisions. Holders of Designated Preferred Stock will have no right to require redemption or repurchase of any shares of Designated Preferred Stock.
(c)     Notice of Redemption . Notice of every redemption of shares of Designated Preferred Stock shall be given by first class mail, postage prepaid, addressed to the holders of record of the shares to be redeemed at their respective last addresses appearing on the books of the Corporation. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Subsection shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any
 
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holder of shares of Designated Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Designated Preferred Stock. Notwithstanding the foregoing, if shares of Designated Preferred Stock are issued in book-entry form through The Depository Trust Corporation or any other similar facility, notice of redemption may be given to the holders of Designated Preferred Stock at such time and in any manner permitted by such facility. Each notice of redemption given to a holder shall state: (1) the redemption date; (2) the number of shares of Designated Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder; (3) the redemption price; and (4) the place or places where certificates for such shares are to be surrendered for payment of the redemption price.
(d)     Partial Redemption . In case of any redemption of part of the shares of Designated Preferred Stock at the time outstanding, the shares to be redeemed shall be selected either pro rata or in such other manner as the Board of Directors or a duly authorized committee thereof may determine to be fair and equitable. Subject to the provisions hereof, the Board of Directors or a duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Designated Preferred Stock shall be redeemed from time to time. If fewer than all the shares represented by any certificate are redeemed, a new certificate shall be issued representing the unredeemed shares without charge to the holder thereof.
(e)     Effectiveness of Redemption . If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been deposited by the Corporation, in trust for the pro rata benefit of the holders of the shares called for redemption, with a bank or trust company doing business in the Borough of Manhattan, The City of New York, and having a capital and surplus of at least $500 million and selected by the Board of Directors, so as to be and continue to be available solely therefor, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date dividends shall cease to accrue on all shares so called for redemption, all shares so called for redemption shall no longer be deemed outstanding and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to receive the amount payable on such redemption from such bank or trust company, without interest. Any funds unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released to the Corporation, after which time the holders of the shares so called for redemption shall look only to the Corporation for payment of the redemption price of such shares.
(f)     Status of Redeemed Shares . Shares of Designated Preferred Stock that are redeemed, repurchased or otherwise acquired by the Corporation shall revert to authorized but unissued shares of Preferred Stock (provided that any such cancelled shares of Designated Preferred Stock may be reissued only as shares of any series of Preferred Stock other than Designated Preferred Stock).
Section 6.     Conversion . Holders of Designated Preferred Stock shares shall have no right to exchange or convert such shares into any other securities.
Section 7.     Voting Rights .
 
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(a)     General . The holders of Designated Preferred Stock shall not have any voting rights except as set forth below or as otherwise from time to time required by law.
(b)     Preferred Stock Directors . Whenever, at any time or times, dividends payable on the shares of Designated Preferred Stock have not been paid for an aggregate of six quarterly Dividend Periods or more, whether or not consecutive, the authorized number of directors of the Corporation shall automatically be increased by two and the holders of the Designated Preferred Stock shall have the right, with holders of shares of any one or more other classes or series of Voting Parity Stock outstanding at the time, voting together as a class, to elect two directors (hereinafter the “ Preferred Directors ” and each a “ Preferred Director ”) to fill such newly created directorships at the Corporation’s next annual meeting of stockholders (or at a special meeting called for that purpose prior to such next annual meeting) and at each subsequent annual meeting of stockholders until all accrued and unpaid dividends for all past Dividend Periods, including the latest completed Dividend Period (including, if applicable as provided in Section 3(a) above, dividends on such amount), on all outstanding shares of Designated Preferred Stock have been declared and paid in full at which time such right shall terminate with respect to the Designated Preferred Stock, except as herein or by law expressly provided, subject to revesting in the event of each and every subsequent default of the character above mentioned; provided that it shall be a qualification for election for any Preferred Director that the election of such Preferred Director shall not cause the Corporation to violate any corporate governance requirements of any securities exchange or other trading facility on which securities of the Corporation may then be listed or traded that listed or traded companies must have a majority of independent directors. Upon any termination of the right of the holders of shares of Designated Preferred Stock and Voting Parity Stock as a class to vote for directors as provided above, the Preferred Directors shall cease to be qualified as directors, the term of office of all Preferred Directors then in office shall terminate immediately and the authorized number of directors shall be reduced by the number of Preferred Directors elected pursuant hereto. Any Preferred Director may be removed at any time, with or without cause, and any vacancy created thereby may be filled, only by the affirmative vote of the holders a majority of the shares of Designated Preferred Stock at the time outstanding voting separately as a class together with the holders of shares of Voting Parity Stock, to the extent the voting rights of such holders described above are then exercisable. If the office of any Preferred Director becomes vacant for any reason other than removal from office as aforesaid, the remaining Preferred Director may choose a successor who shall hold office for the unexpired term in respect of which such vacancy occurred.
(c)     Class Voting Rights as to Particular Matters . So long as any shares of Designated Preferred Stock are outstanding, in addition to any other vote or consent of stockholders required by law or by the Charter, the vote or consent of the holders of at least 66 2/3% of the shares of Designated Preferred Stock at the time outstanding, voting as a separate class, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting or validating:
(i)     Authorization of Senior Stock . Any amendment or alteration of the Certificate of Designations for the Designated Preferred Stock or the Charter to authorize or create or increase the authorized amount of, or any issuance of, any shares of, or any securities convertible into or exchangeable or exercisable for shares of, any class or series of capital stock of the
 
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Corporation ranking senior to Designated Preferred Stock with respect to either or both the payment of dividends and/or the distribution of assets on any liquidation, dissolution or winding up of the Corporation;
(ii)     Amendment of Designated Preferred Stock . Any amendment, alteration or repeal of any provision of the Certificate of Designations for the Designated Preferred Stock or the Charter (including, unless no vote on such merger or consolidation is required by Section 7(c)(iii) below, any amendment, alteration or repeal by means of a merger, consolidation or otherwise) so as to adversely affect the rights, preferences, privileges or voting powers of the Designated Preferred Stock; or
(iii)     Share Exchanges, Reclassifications, Mergers and Consolidations . Any consummation of a binding share exchange or reclassification involving the Designated Preferred Stock, or of a merger or consolidation of the Corporation with another corporation or other entity, unless in each case (x) the shares of Designated Preferred Stock remain outstanding or, in the case of any such merger or consolidation with respect to which the Corporation is not the surviving or resulting entity, are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, and (y) such shares remaining outstanding or such preference securities, as the case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of Designated Preferred Stock immediately prior to such consummation, taken as a whole;
provided, however , that for all purposes of this Section 7(c), any increase in the amount of the authorized Preferred Stock, including any increase in the authorized amount of Designated Preferred Stock necessary to satisfy preemptive or similar rights granted by the Corporation to other persons prior to the Signing Date, or the creation and issuance, or an increase in the authorized or issued amount, whether pursuant to preemptive or similar rights or otherwise, of any other series of Preferred Stock, or any securities convertible into or exchangeable or exercisable for any other series of Preferred Stock, ranking equally with and/or junior to Designated Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and the distribution of assets upon liquidation, dissolution or winding up of the Corporation will not be deemed to adversely affect the rights, preferences, privileges or voting powers, and shall not require the affirmative vote or consent of, the holders of outstanding shares of the Designated Preferred Stock.
(d)     Changes after Provision for Redemption . No vote or consent of the holders of Designated Preferred Stock shall be required pursuant to Section 7(c) above if, at or prior to the time when any such vote or consent would otherwise be required pursuant to such Section, all outstanding shares of the Designated Preferred Stock shall have been redeemed, or shall have been called for redemption upon proper notice and sufficient funds shall have been deposited in trust for such redemption, in each case pursuant to Section 5 above.
(e)     Procedures for Voting and Consents . The rules and procedures for calling and conducting any meeting of the holders of Designated Preferred Stock (including, without limitation, the fixing of a record date in connection therewith), the solicitation and use
 
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of proxies at such a meeting, the obtaining of written consents and any other aspect or matter with regard to such a meeting or such consents shall be governed by any rules of the Board of Directors or any duly authorized committee of the Board of Directors, in its discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the Charter, the Bylaws, and applicable law and the rules of any national securities exchange or other trading facility on which Designated Preferred Stock is listed or traded at the time.
Section 8.     Record Holders . To the fullest extent permitted by applicable law, the Corporation and the transfer agent for Designated Preferred Stock may deem and treat the record holder of any share of Designated Preferred Stock as the true and lawful owner thereof for all purposes, and neither the Corporation nor such transfer agent shall be affected by any notice to the contrary.
Section 9.     Notices . All notices or communications in respect of Designated Preferred Stock shall be sufficiently given if given in writing and delivered in person or by first class mail, postage prepaid, or if given in such other manner as may be permitted in this Certificate of Designations, in the Charter or Bylaws or by applicable law. Notwithstanding the foregoing, if shares of Designated Preferred Stock are issued in book-entry form through The Depository Trust Corporation or any similar facility, such notices may be given to the holders of Designated Preferred Stock in any manner permitted by such facility.
Section 10.     No Preemptive Rights . No share of Designated Preferred Stock shall have any rights of preemption whatsoever as to any securities of the Corporation, or any warrants, rights or options issued or granted with respect thereto, regardless of how such securities, or such warrants, rights or options, may be designated, issued or granted.
Section 11.     Replacement Certificates . The Corporation shall replace any mutilated certificate at the holder’s expense upon surrender of that certificate to the Corporation. The Corporation shall replace certificates that become destroyed, stolen or lost at the holder’s expense upon delivery to the Corporation of reasonably satisfactory evidence that the certificate has been destroyed, stolen or lost, together with any indemnity that may be reasonably required by the Corporation.
Section 12.     Other Rights . The shares of Designated Preferred Stock shall not have any rights, preferences, privileges or voting powers or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Charter or as provided by applicable law.
(g).    Part 1. Designation and Number of Shares . There is hereby created out of the authorized and unissued shares of preferred stock of the Corporation a series of preferred stock designated as the “Fixed Rate Cumulative Perpetual Preferred Stock, Series D” (the “ Designated Preferred Stock ”). The authorized number of shares of Designated Preferred Stock shall be 13,500.
Part 2. Standard Provisions . The Standard Provisions contained in Annex A attached hereto are incorporated herein by reference in their entirety and shall be deemed to be a part of these Articles of Incorporation to the same extent as if such provisions had been set forth in full herein.
 
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Part. 3. Definitions . The following terms are used in this Article 5(g) (including the Standard Provisions in Annex A hereto) as defined below:
(a)    “ Common Stock ” means the common stock, par value $1.00 per share, of the Corporation.
(b)    “ Dividend Payment Date ” means March 15, June 15, September 15 and December 15 of each year.
(c)    “ Junior Stock ” means the Common Stock and any other class or series of stock of the Corporation the terms of which expressly provide that it ranks junior to Designated Preferred Stock as to dividend rights and/or as to rights on liquidation, dissolution or winding up of the Corporation.
(d)    “ Liquidation Amount ” means $100,000 per share of Designated Preferred Stock.
(e)    “ Minimum Amount ” means $337,500,000.
(f)    “ Parity Stock ” means any class or series of stock of the Corporation (other than Designated Preferred Stock) the terms of which do not expressly provide that such class or series will rank senior or junior to Designated Preferred Stock as to dividend rights and/or as to rights on liquidation, dissolution or winding up of the Corporation (in each case without regard to whether dividends accrue cumulatively or non-cumulatively). Without limiting the foregoing, Parity Stock shall include the Corporation’s Perpetual Preferred Stock, Series A, Perpetual Preferred Stock, Series B and Fixed Rate Cumulative Perpetual Preferred Stock, Series C.
(g)    “ Signing Date ” means the Original Issue Date.
(h)    “ UST Preferred Stock ” means the Corporation’s Fixed Rate Cumulative Perpetual Preferred Stock, Series C.
Part. 4.     Certain Voting Matters . Holders of shares of Designated Preferred Stock will be entitled to one vote for each such share on any matter on which holders of Designated Preferred Stock are entitled to vote, including any action by written consent.
ANNEX A
STANDARD PROVISIONS
Section 1.     General Matters . Each share of Designated Preferred Stock shall be identical in all respects to every other share of Designated Preferred Stock. The Designated Preferred Stock shall be perpetual, subject to the provisions of Section 5 of these Standard Provisions that form a part of the Certificate of Designations. The Designated Preferred Stock shall rank equally with Parity
 
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Stock and shall rank senior to Junior Stock with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Corporation.
Section 2.     Standard Definitions . As used herein with respect to Designated Preferred Stock:
(a)    “ Applicable Dividend Rate ” means (i) during the period from the Original Issue Date to, but excluding, the first day of the first Dividend Period commencing on or after the fifth anniversary of the Original Issue Date, 5% per annum and (ii) from and after the first day of the first Dividend Period commencing on or after the fifth anniversary of the Original Issue Date, 9% per annum.
(b)    “ Appropriate Federal Banking Agency ” means the “appropriate Federal banking agency” with respect to the Corporation as defined in Section 3(q) of the Federal Deposit Insurance Act (12 U.S.C. Section 1813(q)), or any successor provision.
(c)    “ Business Combination ” means a merger, consolidation, statutory share exchange or similar transaction that requires the approval of the Corporation’s stockholders.
(d)    “ Business Day ” means any day except Saturday, Sunday and any day on which banking institutions in the State of New York generally are authorized or required by law or other governmental actions to close.
(e)    “ Bylaws ” means the bylaws of the Corporation, as they may be amended from time to time.
(f)    “ Certificate of Designations ” means the Certificate of Designations or comparable instrument relating to the Designated Preferred Stock, of which these Standard Provisions form a part, as it may be amended from time to time.
(g)    “ Charter ” means the Corporation’s certificate or articles of incorporation, articles of association, or similar organizational document.
(h)    “ Dividend Period ” has the meaning set forth in Section 3(a).
(i)    “ Dividend Record Date ” has the meaning set forth in Section 3(a).
(j)    “ Liquidation Preference ” has the meaning set forth in Section 4(a).
(k)    “ Original Issue Date ” means the date on which shares of Designated Preferred Stock are first issued.
(l)    “ Preferred Director ” has the meaning set forth in Section 7(b).
(m)    “ Preferred Stock ” means any and all series of preferred stock of the Corporation, including the Designated Preferred Stock.
 
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(n)    “ Qualified Equity Offering ” means the sale and issuance for cash by the Corporation to persons other than the Corporation or any of its subsidiaries after the Original Issue Date of shares of perpetual Preferred Stock, Common Stock or any combination of such stock, that, in each case, qualify as and may be included in Tier 1 capital of the Corporation at the time of issuance under the applicable risk-based capital guidelines of the Corporation’s Appropriate Federal Banking Agency (other than any such sales and issuances (i) made by the Corporation (or any successor by Business Combination) under the Troubled Asset Relief Program, (ii) to the extent such sales or issuances provided the basis for the redemption of other preferred stock of the Corporation that was originally issued by the Corporation (or any such successor) under the Troubled Asset Relief Program or (iii) made pursuant to agreements or arrangements entered into, or pursuant to financing plans which were publicly announced, on or prior to October 13, 2008).
(o)    “ Share Dilution Amount ” has the meaning set forth in Section 3(b).
(p)    “ Standard Provisions ” mean these Standard Provisions that form a part of the Certificate of Designations relating to the Designated Preferred Stock.
(q)    “ Successor Preferred Stock ” has the meaning set forth in Section 5(a).
(r)    “ Voting Parity Stock ” means, with regard to any matter as to which the holders of Designated Preferred Stock are entitled to vote as specified in Sections 7(a) and 7(b) of these Standard Provisions that form a part of the Certificate of Designations, any and all series of Parity Stock upon which like voting rights have been conferred and are exercisable with respect to such matter.
Section 3.     Dividends .
(a)     Rate . Holders of Designated Preferred Stock shall be entitled to receive, on each share of Designated Preferred Stock if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets legally available therefor, cumulative cash dividends with respect to each Dividend Period (as defined below) at a rate per annum equal to the Applicable Dividend Rate on (i) the Liquidation Amount per share of Designated Preferred Stock and (ii) the amount of accrued and unpaid dividends for any prior Dividend Period on such share of Designated Preferred Stock, if any. Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and shall be payable quarterly in arrears on each Dividend Payment Date, commencing with the first such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that postponement. The period from and including any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “ Dividend Period ”, provided that the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Date.
 
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Dividends that are payable on Designated Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on Designated Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month.
Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date will be payable to holders of record of Designated Preferred Stock as they appear on the stock register of the Corporation on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “ Dividend Record Date ”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day.
Holders of Designated Preferred Stock shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions of the Certificate of Designations).
(b)     Priority of Dividends . So long as any share of Designated Preferred Stock remains outstanding, no dividend or distribution shall be declared or paid on the Common Stock or any other shares of Junior Stock (other than dividends payable solely in shares of Common Stock) or Parity Stock, subject to the immediately following paragraph in the case of Parity Stock, and no Common Stock, Junior Stock or Parity Stock shall be, directly or indirectly, purchased, redeemed or otherwise acquired for consideration by the Corporation or any of its subsidiaries unless all accrued and unpaid dividends for all past Dividend Periods, including the latest completed Dividend Period (including, if applicable as provided in Section 3(a) above, dividends on such amount), on all outstanding shares of Designated Preferred Stock have been or are contemporaneously declared and paid in full (or have been declared and a sum sufficient for the payment thereof has been set aside for the benefit of the holders of shares of Designated Preferred Stock on the applicable record date). The foregoing limitation shall not apply to (i) redemptions, purchases or other acquisitions of shares of Common Stock or other Junior Stock in connection with the administration of any employee benefit plan in the ordinary course of business (including purchases to offset the Share Dilution Amount (as defined below) pursuant to a publicly announced repurchase plan) and consistent with past practice, provided that any purchases to offset the Share Dilution Amount shall in no event exceed the Share Dilution Amount; (ii) purchases or other acquisitions by a broker-dealer subsidiary of the Corporation solely for the purpose of market-making, stabilization or customer facilitation transactions in Junior Stock or Parity Stock in the ordinary course of its business; (iii) purchases by a broker-dealer subsidiary of the Corporation of capital stock of the Corporation for resale pursuant to an offering by the Corporation of such capital stock underwritten by such broker-dealer subsidiary; (iv) any dividends or distributions of rights or Junior Stock in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; (v) the acquisition by the Corporation or any of its subsidiaries of record ownership in Junior Stock or Parity Stock for the beneficial ownership of any other persons (other than the Corporation or any of its subsidiaries), including as
 
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trustees or custodians; and (vi) the exchange or conversion of Junior Stock for or into other Junior Stock or of Parity Stock for or into other Parity Stock (with the same or lesser aggregate liquidation amount) or Junior Stock, in each case, solely to the extent required pursuant to binding contractual agreements entered into prior to the Signing Date or any subsequent agreement for the accelerated exercise, settlement or exchange thereof for Common Stock. “ Share Dilution Amount ” means the increase in the number of diluted shares outstanding (determined in accordance with generally accepted accounting principles in the United States, and as measured from the date of the Corporation’s consolidated financial statements most recently filed with the Securities and Exchange Commission prior to the Original Issue Date) resulting from the grant, vesting or exercise of equity-based compensation to employees and equitably adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction.
When dividends are not paid (or declared and a sum sufficient for payment thereof set aside for the benefit of the holders thereof on the applicable record date) on any Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within a Dividend Period related to such Dividend Payment Date) in full upon Designated Preferred Stock and any shares of Parity Stock, all dividends declared on Designated Preferred Stock and all such Parity Stock and payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment Date) shall be declared pro rata so that the respective amounts of such dividends declared shall bear the same ratio to each other as all accrued and unpaid dividends per share on the shares of Designated Preferred Stock (including, if applicable as provided in Section 3(a) above, dividends on such amount) and all Parity Stock payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment Date) (subject to their having been declared by the Board of Directors or a duly authorized committee of the Board of Directors out of legally available funds and including, in the case of Parity Stock that bears cumulative dividends, all accrued but unpaid dividends) bear to each other. If the Board of Directors or a duly authorized committee of the Board of Directors determines not to pay any dividend or a full dividend on a Dividend Payment Date, the Corporation will provide written notice to the holders of Designated Preferred Stock prior to such Dividend Payment Date.
Subject to the foregoing, and not otherwise, such dividends (payable in cash, securities or other property) as may be determined by the Board of Directors or any duly authorized committee of the Board of Directors may be declared and paid on any securities, including Common Stock and other Junior Stock, from time to time out of any funds legally available for such payment, and holders of Designated Preferred Stock shall not be entitled to participate in any such dividends.
Section 4.     Liquidation Rights .
(a)     Voluntary or Involuntary Liquidation . In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, holders of Designated Preferred Stock shall be entitled to receive for each share of Designated Preferred Stock, out of the assets of the Corporation or proceeds thereof (whether capital or surplus) available for
 
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distribution to stockholders of the Corporation, subject to the rights of any creditors of the Corporation, before any distribution of such assets or proceeds is made to or set aside for the holders of Common Stock and any other stock of the Corporation ranking junior to Designated Preferred Stock as to such distribution, payment in full in an amount equal to the sum of (i) the Liquidation Amount per share and (ii) the amount of any accrued and unpaid dividends (including, if applicable as provided in Section 3(a) above, dividends on such amount), whether or not declared, to the date of payment (such amounts collectively, the “ Liquidation Preference ”).
(b)     Partial Payment . If in any distribution described in Section 4(a) above the assets of the Corporation or proceeds thereof are not sufficient to pay in full the amounts payable with respect to all outstanding shares of Designated Preferred Stock and the corresponding amounts payable with respect of any other stock of the Corporation ranking equally with Designated Preferred Stock as to such distribution, holders of Designated Preferred Stock and the holders of such other stock shall share ratably in any such distribution in proportion to the full respective distributions to which they are entitled.
(c)     Residual Distributions . If the Liquidation Preference has been paid in full to all holders of Designated Preferred Stock and the corresponding amounts payable with respect of any other stock of the Corporation ranking equally with Designated Preferred Stock as to such distribution has been paid in full, the holders of other stock of the Corporation shall be entitled to receive all remaining assets of the Corporation (or proceeds thereof) according to their respective rights and preferences.
(d)     Merger, Consolidation and Sale of Assets Not Liquidation . For purposes of this Section 4, the merger or consolidation of the Corporation with any other corporation or other entity, including a merger or consolidation in which the holders of Designated Preferred Stock receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, securities or other property) of all or substantially all of the assets of the Corporation, shall not constitute a liquidation, dissolution or winding up of the Corporation.
Section 5.     Redemption .
(a)     Optional Redemption . Except as provided below, the Designated Preferred Stock may not be redeemed prior to the later of (i) the first Dividend Payment Date falling on or after the third anniversary of the Original Issue Date and (ii) the date on which all outstanding shares of UST Preferred Stock have been redeemed, repurchased or otherwise acquired by the Corporation. On or after the later of (i) the first Dividend Payment Date falling on or after the third anniversary of the Original Issue Date and (ii) the date on which all outstanding shares of UST Preferred Stock have been redeemed, repurchased or otherwise acquired by the Corporation, the Corporation, at its option, subject to the approval of the Appropriate Federal Banking Agency, may redeem, in whole or in part, at any time and from time to time, out of funds legally available therefor, the shares of Designated Preferred Stock at the time outstanding, upon notice given as provided in Section 5(c) below, at a redemption price equal to the sum of (i) the Liquidation Amount per share and (ii) except as otherwise provided below, any accrued and unpaid dividends (including, if applicable as provided in Section 3(a)
 
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above, dividends on such amount) (regardless of whether any dividends are actually declared) to, but excluding, the date fixed for redemption.
Notwithstanding the foregoing, prior to the first Dividend Payment Date falling on or after the third anniversary of the Original Issue Date, the Corporation, at its option, subject to the approval of the Appropriate Federal Banking Agency and subject to the requirement that all outstanding shares of UST Preferred Stock shall previously have been redeemed, repurchased or otherwise acquired by the Corporation, may redeem, in whole or in part, at any time and from time to time, the shares of Designated Preferred Stock at the time outstanding, upon notice given as provided in Section 5(c) below, at a redemption price equal to the sum of (i) the Liquidation Amount per share and (ii) except as otherwise provided below, any accrued and unpaid dividends (including, if applicable as provided in Section 3(a) above, dividends on such amount) (regardless of whether any dividends are actually declared) to, but excluding, the date fixed for redemption; provided that (x) the Corporation (or any successor by Business Combination) has received aggregate gross proceeds of not less than the Minimum Amount (plus the “Minimum Amount” as defined in the relevant certificate of designations for each other outstanding series of preferred stock of such successor (the “ Successor Preferred Stock ”) that was originally issued under the Troubled Asset Relief Program) from one or more Qualified Equity Offerings (including Qualified Equity Offerings of such successor), and (y) the aggregate redemption price of the Designated Preferred Stock (and any Successor Preferred Stock) redeemed pursuant to this paragraph may not exceed the aggregate net cash proceeds received by the Corporation (or any successor by Business Combination) from such Qualified Equity Offerings (including Qualified Equity Offerings of such successor).
The redemption price for any shares of Designated Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Corporation or its agent. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the Dividend Record Date for a Dividend Period shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such Dividend Record Date relating to the Dividend Payment Date as provided in Section 3 above.
(b)     No Sinking Fund . The Designated Preferred Stock will not be subject to any mandatory redemption, sinking fund or other similar provisions. Holders of Designated Preferred Stock will have no right to require redemption or repurchase of any shares of Designated Preferred Stock.
(c)     Notice of Redemption . Notice of every redemption of shares of Designated Preferred Stock shall be given by first class mail, postage prepaid, addressed to the holders of record of the shares to be redeemed at their respective last addresses appearing on the books of the Corporation. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Subsection shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Designated Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Designated Preferred Stock. Notwithstanding the foregoing, if shares of Designated Preferred Stock are issued
 
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in book-entry form through The Depository Trust Company or any other similar facility, notice of redemption may be given to the holders of Designated Preferred Stock at such time and in any manner permitted by such facility. Each notice of redemption given to a holder shall state: (1) the redemption date; (2) the number of shares of Designated Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder; (3) the redemption price; and (4) the place or places where certificates for such shares are to be surrendered for payment of the redemption price.
(d)     Partial Redemption . In case of any redemption of part of the shares of Designated Preferred Stock at the time outstanding, the shares to be redeemed shall be selected either pro rata or in such other manner as the Board of Directors or a duly authorized committee thereof may determine to be fair and equitable. Subject to the provisions hereof, the Board of Directors or a duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Designated Preferred Stock shall be redeemed from time to time. If fewer than all the shares represented by any certificate are redeemed, a new certificate shall be issued representing the unredeemed shares without charge to the holder thereof.
(e)     Effectiveness of Redemption . If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been deposited by the Corporation, in trust for the pro rata benefit of the holders of the shares called for redemption, with a bank or trust company doing business in the Borough of Manhattan, The City of New York, and having a capital and surplus of at least $500 million and selected by the Board of Directors, so as to be and continue to be available solely therefor, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date dividends shall cease to accrue on all shares so called for redemption, all shares so called for redemption shall no longer be deemed outstanding and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to receive the amount payable on such redemption from such bank or trust company, without interest. Any funds unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released to the Corporation, after which time the holders of the shares so called for redemption shall look only to the Corporation for payment of the redemption price of such shares.
(f)     Status of Redeemed Shares . Shares of Designated Preferred Stock that are redeemed, repurchased or otherwise acquired by the Corporation shall revert to authorized but unissued shares of Preferred Stock (provided that any such cancelled shares of Designated Preferred Stock may be reissued only as shares of any series of Preferred Stock other than Designated Preferred Stock).
Section 6.     Conversion . Holders of Designated Preferred Stock shares shall have no right to exchange or convert such shares into any other securities.
Section 7.     Voting Rights .
(a)     General . The holders of Designated Preferred Stock shall not have any voting rights except as set forth below or as otherwise from time to time required by law.
 
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(b)     Preferred Stock Directors . Whenever, at any time or times, dividends payable on the shares of Designated Preferred Stock have not been paid for an aggregate of six quarterly Dividend Periods or more, whether or not consecutive, the authorized number of directors of the Corporation shall automatically be increased by two and the holders of the Designated Preferred Stock shall have the right, with holders of shares of any one or more other classes or series of Voting Parity Stock outstanding at the time, voting together as a class, to elect two directors (hereinafter the “ Preferred Directors ” and each a “ Preferred Director ”) to fill such newly created directorships at the Corporation’s next annual meeting of stockholders (or at a special meeting called for that purpose prior to such next annual meeting) and at each subsequent annual meeting of stockholders until all accrued and unpaid dividends for all past Dividend Periods, including the latest completed Dividend Period (including, if applicable as provided in Section 3(a) above, dividends on such amount), on all outstanding shares of Designated Preferred Stock have been declared and paid in full at which time such right shall terminate with respect to the Designated Preferred Stock, except as herein or by law expressly provided, subject to revesting in the event of each and every subsequent default of the character above mentioned; provided that it shall be a qualification for election for any Preferred Director that the election of such Preferred Director shall not cause the Corporation to violate any corporate governance requirements of any securities exchange or other trading facility on which securities of the Corporation may then be listed or traded that listed or traded companies must have a majority of independent directors. Upon any termination of the right of the holders of shares of Designated Preferred Stock and Voting Parity Stock as a class to vote for directors as provided above, the Preferred Directors shall cease to be qualified as directors, the term of office of all Preferred Directors then in office shall terminate immediately and the authorized number of directors shall be reduced by the number of Preferred Directors elected pursuant hereto. Any Preferred Director may be removed at any time, with or without cause, and any vacancy created thereby may be filled, only by the affirmative vote of the holders a majority of the shares of Designated Preferred Stock at the time outstanding voting separately as a class together with the holders of shares of Voting Parity Stock, to the extent the voting rights of such holders described above are then exercisable. If the office of any Preferred Director becomes vacant for any reason other than removal from office as aforesaid, the remaining Preferred Director may choose a successor who shall hold office for the unexpired term in respect of which such vacancy occurred.
(c)     Class Voting Rights as to Particular Matters . So long as any shares of Designated Preferred Stock are outstanding, in addition to any other vote or consent of stockholders required by law or by the Charter, the vote or consent of the holders of at least 66 2/3% of the shares of Designated Preferred Stock at the time outstanding, voting as a separate class, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting or validating:
(i)     Authorization of Senior Stock . Any amendment or alteration of the Certificate of Designations for the Designated Preferred Stock or the Charter to authorize or create or increase the authorized amount of, or any issuance of, any shares of, or any securities convertible into or exchangeable or exercisable for shares of, any class or series of capital stock of the Corporation ranking senior to Designated Preferred Stock with respect to either or both the payment of dividends and/or the distribution of assets on any liquidation, dissolution or winding up of the Corporation;
 
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(ii)     Amendment of Designated Preferred Stock . Any amendment, alteration or repeal of any provision of the Certificate of Designations for the Designated Preferred Stock or the Charter (including, unless no vote on such merger or consolidation is required by Section 7(c)(iii) below, any amendment, alteration or repeal by means of a merger, consolidation or otherwise) so as to adversely affect the rights, preferences, privileges or voting powers of the Designated Preferred Stock; or
(iii)     Share Exchanges, Reclassifications, Mergers and Consolidations . Any consummation of a binding share exchange or reclassification involving the Designated Preferred Stock, or of a merger or consolidation of the Corporation with another corporation or other entity, unless in each case (x) the shares of Designated Preferred Stock remain outstanding or, in the case of any such merger or consolidation with respect to which the Corporation is not the surviving or resulting entity, are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, and (y) such shares remaining outstanding or such preference securities, as the case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of Designated Preferred Stock immediately prior to such consummation, taken as a whole;
provided, however , that for all purposes of this Section 7(c), any increase in the amount of the authorized Preferred Stock, including any increase in the authorized amount of Designated Preferred Stock necessary to satisfy preemptive or similar rights granted by the Corporation to other persons prior to the Signing Date, or the creation and issuance, or an increase in the authorized or issued amount, whether pursuant to preemptive or similar rights or otherwise, of any other series of Preferred Stock, or any securities convertible into or exchangeable or exercisable for any other series of Preferred Stock, ranking equally with and/or junior to Designated Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and the distribution of assets upon liquidation, dissolution or winding up of the Corporation will not be deemed to adversely affect the rights, preferences, privileges or voting powers, and shall not require the affirmative vote or consent of, the holders of outstanding shares of the Designated Preferred Stock.
(d)     Changes after Provision for Redemption . No vote or consent of the holders of Designated Preferred Stock shall be required pursuant to Section 7(c) above if, at or prior to the time when any such vote or consent would otherwise be required pursuant to such Section, all outstanding shares of the Designated Preferred Stock shall have been redeemed, or shall have been called for redemption upon proper notice and sufficient funds shall have been deposited in trust for such redemption, in each case pursuant to Section 5 above.
(e)     Procedures for Voting and Consents . The rules and procedures for calling and conducting any meeting of the holders of Designated Preferred Stock (including, without limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies at such a meeting, the obtaining of written consents and any other aspect or matter with regard to such a meeting or such consents shall be governed by any rules of the Board of Directors or any duly authorized committee of the Board of Directors, in its discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the Charter, the Bylaws,
 
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and applicable law and the rules of any national securities exchange or other trading facility on which Designated Preferred Stock is listed or traded at the time.
Section 8.     Record Holders . To the fullest extent permitted by applicable law, the Corporation and the transfer agent for Designated Preferred Stock may deem and treat the record holder of any share of Designated Preferred Stock as the true and lawful owner thereof for all purposes, and neither the Corporation nor such transfer agent shall be affected by any notice to the contrary.
Section 9.     Notices . All notices or communications in respect of Designated Preferred Stock shall be sufficiently given if given in writing and delivered in person or by first class mail, postage prepaid, or if given in such other manner as may be permitted in this Certificate of Designations, in the Charter or Bylaws or by applicable law. Notwithstanding the foregoing, if shares of Designated Preferred Stock are issued in book-entry form through The Depository Trust Corporation or any similar facility, such notices may be given to the holders of Designated Preferred Stock in any manner permitted by such facility.
Section 10.     No Preemptive Rights . No share of Designated Preferred Stock shall have any rights of preemption whatsoever as to any securities of the Corporation, or any warrants, rights or options issued or granted with respect thereto, regardless of how such securities, or such warrants, rights or options, may be designated, issued or granted.
Section 11.     Replacement Certificates . The Corporation shall replace any mutilated certificate at the holder’s expense upon surrender of that certificate to the Corporation. The Corporation shall replace certificates that become destroyed, stolen or lost at the holder’s expense upon delivery to the Corporation of reasonably satisfactory evidence that the certificate has been destroyed, stolen or lost, together with any indemnity that may be reasonably required by the Corporation.
Section 12.     Other Rights . The shares of Designated Preferred Stock shall not have any rights, preferences, privileges or voting powers or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Charter or as provided by applicable law.
6.
Shares of the Corporation may be issued by the Corporation for such consideration, not less than the par value thereof (in the case of shares having a par value), as shall be fixed from time to time by the Board of Directors.
7.
No holder of shares of any class of the capital stock of the Corporation shall have as a matter of right any pre-emptive or preferential right to subscribe for, purchase, receive, or otherwise acquire any part of any new or additional issue of stock of any class, whether now or hereafter authorized, or of any bonds, debentures, notes, or other securities of the Corporation, whether or not convertible into shares of stock of the Corporation.
 
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8.
Subject to the provisions of the Georgia Business Corporation Code, the Board of Directors shall have the power to distribute a portion of the assets of the Corporation, in cash or in property, to holders of shares of the Corporation out of the capital surplus of the Corporation.
9.
The Corporation shall have all powers necessary to conduct the businesses and engage in the activities set forth in Article 4 hereof, including, but not limited to, the powers enumerated in the Georgia Business Corporation Code or any amendment thereto. In addition, the Corporation shall have the full power to purchase and otherwise acquire, and dispose of, its own shares and securities granted by the laws of the State of Georgia and shall have the right to purchase its shares out of its unreserved and unrestricted capital surplus available therefor, as well as out of its unreserved and unrestricted earned surplus available therefor.
10.
The names and addresses of the Incorporators are:
Robert Strickland
One Park Place, N.E.
Atlanta, Georgia 30303
Joel R. Wells, Jr.
200 South Orange Avenue
Orlando, Florida 32801
11.
I.    (A)    In addition to any affirmative vote required by law, these Articles of Incorporation or otherwise with respect to any shares of capital stock of the Corporation, and except as otherwise expressly provided in paragraph II of this Article 11:
(i)    any merger or consolidation of the Corporation or any Subsidiary (as hereinafter defined) with (a) any Interested Shareholder (as hereinafter defined) or (b) any other corporation (whether or not itself an Interested Shareholder) which is, or after such merger or consolidation would be, an Affiliate (as hereinafter defined) of an Interested Shareholder; or
(ii)    any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) to or with any Interested Shareholder or any Affiliate of any Interested Shareholder of any assets of the Corporation or any Subsidiary having an aggregate Fair Market Value (as hereinafter defined) of $1,000,000 or more; or
(iii)    the issuance or transfer by the Corporation or any Subsidiary (in one transaction or a series of transactions) of any securities of the Corporation or any Subsidiary to any Interested Shareholder or any Affiliate of any Interested Shareholder in
 
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exchange for cash, securities or other property (or a combination thereof) having an aggregate Fair Market Value of $1,000,000 or more; or
(iv)    the adoption of any plan or proposal for the liquidation or dissolution of the Corporation proposed by or on behalf of an Interested Shareholder or any Affiliates of any Interested Shareholder; or
(v)    any reclassification of securities (including any reverse stock split), or recapitalization or the Corporation, or any merger or consolidation of the Corporation with any of its Subsidiaries or any other transaction (whether or not with or into or otherwise involving an Interested Shareholder) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity or convertible securities of the Corporation or any Subsidiary which is directly or indirectly owned by any Interested Shareholder or any Affiliate of any Interested Shareholder;
shall require the affirmative vote of the holders of at least seventy-five percent (75%) of the then outstanding shares of Common Stock of the Corporation, including the affirmative vote of the holders of at least seventy-five percent (75%) of the then outstanding shares of Common Stock of the Corporation other than those beneficially owned by the Interested Shareholder. Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that a lesser percentage may be specified, by law or in any agreement with any national securities exchange or otherwise.
(B)    The term “ Business Combination ” as used in this Article 11 shall mean any transaction which is referred to in any one or more of clauses (i) through (v) of subparagraph (A) of this paragraph I.
II.    The provisions of paragraph I of this Article 11 shall not be applicable to any particular Business Combination, and such Business Combination shall require only such affirmative vote as is required by law and any other provision of these Articles of Incorporation, if all of the conditions specified in either of the following subparagraphs (A) or (B) are met:
(A)    The Business Combination shall have been approved by three-fourths of all Directors.
(B)    All of the following conditions shall have been met:
(i)    The aggregate amount of (x) cash and (y) the Fair Market Value (as hereinafter defined) as of the date of the consummation of the Business Combination, of consideration other than cash to be received per share by holders of Common Stock in such Business Combination shall be at least equal to the highest amount determined under subclauses (a), (b), (c) and (d) below (taking into account all stock dividends and stock splits):
(a)    (if applicable) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers’ fees) paid by the Interested Shareholder or any of its Affiliates or Associates for any share of Common Stock
 
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acquired by the Interested Shareholder (1) within the two-year period immediately prior to the first public announcement of the proposal of the Business Combination (the “ Announcement Date ”) or (2) in the transaction in which it became an Interested Shareholder, whichever is higher;
(b)    the highest Fair Market Value per share of Common Stock during the 30-day period ending on the Announcement Date or during the 30- day period ending on the date on which the Interested Shareholder became an Interested Shareholder (such latter date is referred to in this Article 11 as the “ Determination Date ”), whichever is higher.
(c)    (if applicable) the price per share equal to the highest Fair Market Value per share of Common Stock determined pursuant to subparagraph B(i)(b) above, multiplied by the ratio of (1) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers’ fees) paid by the Interested Shareholder or any of its Affiliates or Associates for any shares of Common Stock acquired by the Interested Shareholder within the two-year period immediately prior to the Announcement Date to (2) the Fair Market Value per share of Common Stock on the date that the Interested Shareholder became a beneficial owner of shares of Common Stock during such two-year period; and
(d)    (if applicable) the book value per share of Common Stock on the last day in the month preceding the date of the consummation of the Business Combination multiplied by the ratio of (1) the highest price paid by the Interested Shareholder or any of its Affiliates or Associates per share of Common Stock as determined pursuant to subparagraph B(i)(a) above to (2) the book value per share of Common Stock on the last day in the month preceding the date on which the highest price as determined pursuant to B(i)(a) above was paid.
(ii)    The aggregate amount of (x) the cash and (y) the Fair Market Value as of the date of the consummation of the Business Combination, of consideration other than cash to be received per share by holders of shares of any series of outstanding Preferred Stock shall be at least equal to the highest of the following (it being intended that the requirements of this paragraph B(ii) shall be required to be met with respect to every series of outstanding Preferred Stock, whether or not the Interested Shareholder or any of its Affiliates or Associates has previously acquired any shares of any particular series of Preferred Stock):
(a)    (if applicable) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers’ fees) paid by the Interested Shareholder or any of its Affiliates or Associates for any share of such series of Preferred Stock acquired by the Interested Shareholder (1) within the two-year period immediately prior to the Announcement Date or (2) in the transaction in which it became an Interested Shareholder, whichever is higher; and
 
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(b)    (if applicable) the highest preferential amount per share to which the holders of shares of such series of Preferred Stock are entitled in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation.
(iii)    The consideration to be received by holders of outstanding Common Stock and by holders of a particular series of outstanding Preferred Stock shall be in cash or in the same form as the Interested Shareholder of any of its Affiliates or Associates has previously paid for shares of each such kind of stock. If the Interested Shareholder or any of its Affiliates or Associates has paid for shares of Common Stock or for shares of any series of Preferred Stock with varying forms of consideration, the form of consideration for each such kind of stock shall be either cash or the form used to acquire the largest number of shares of each such kind of stock previously acquired by it.
(iv)    After such Interested Shareholder has become an Interested Shareholder and prior to the consummation of such Business Combination: (a) except as approved by three-fourths of all Directors, there shall have been no failure to declare and pay at the regular date therefor dividends in full (whether or not cumulative) on the outstanding Preferred Stock; (b) there shall have been (1) no reduction in the annual rate of dividends paid on the Common Stock (except as necessary to reflect any subdivision of the Common Stock), except as approved by three-fourths of all Directors and (2) an increase in such annual rate of dividends as necessary to reflect any reclassification (including any reverse stock split), recapitalization, reorganization, or any similar transaction which has the effect of reducing the number of outstanding shares of the Common Stock, unless the failure so to increase such annual rate is approved by three-fourths of all Directors; and (c) such Interested Shareholder shall not have become the beneficial owner of any additional shares of Common Stock except as part of the transaction which results in such Interested Shareholder becoming an Interested Shareholder.
(v)    After such Interested Shareholder has become an Interested Shareholder, such Interested Shareholder shall not have received the benefit, directly or indirectly (except proportionately as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantages provided by the Corporation or any of its Subsidiaries, whether in anticipation of or in connection with such Business Combination or otherwise.
(vi)    A proxy or information statement describing the proposed Business Combination and complying with the requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (or any subsequent provisions replacing such Act, rules or regulations) shall be mailed to public shareholders of the Corporation at least 30 days prior to the meeting at which the Business Combination will be voted upon (whether or not such proxy or information statement is required to be mailed pursuant to such Act or subsequent provisions). The proxy or information statement shall contain on the cover page thereof a statement as to how members of the Board of Directors voted on the proposal in question and any recommendation as to the advisability or inadvisability of the Business Combination that any director wishes to make, and shall also contain the opinion of a reputable national investment banking firm as to the fairness of the terms of the Business Combination, from the point of view of the remaining public shareholders of the Corporation (such investment banking firm to be engaged solely on behalf of the remaining public shareholders, to be paid a reasonable fee for its services by the Corporation upon receipt of such opinion and to be an investment banking firm which has not previously been associated with the Interested Shareholder or any of its Affiliates or Associates).
 
44

III.    For the purposes of this Article 11:
(A)    A “ person ” shall mean any individual, firm, corporation or other entity.
(B)    “ Interested Shareholder ” shall mean any person (other than the Corporation, any Subsidiary or either the Corporation or any Subsidiary acting as Trustee or in a similar fiduciary capacity) who or which:
(i)    is the beneficial owner of more than 10% of the outstanding Common Stock; or
(ii)    is an Affiliate of the Corporation and at any time within the two-year period immediately prior to the date in question was the beneficial owner, directly or indirectly, of 10% or more of the then outstanding Common Stock; or
(iii)    acquired any shares of Common Stock which were at any time within the two-year period immediately prior to the date in question beneficially owned by any Interested Shareholder, if such acquisition shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933.
(C)    A person shall be a “ beneficial owner ” of any Common Stock:
(i)    which such person or any of its Affiliates or Associates (as hereinafter defined) beneficially owns, directly or indirectly; or
(ii)    which such person or any of its Affiliates or Associates has, directly or indirectly, (a) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options or otherwise, or (b) the right to vote pursuant to any agreement, arrangement or understanding; or
(iii)    which are beneficially owned, directly or indirectly, by any other person with which such person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of Common Stock.
(D)    For the purposes of determining whether a person is an Interested Shareholder pursuant to paragraph B of this Section III, the number of shares of Common Stock deemed to be outstanding shall include shares deemed owned through application of paragraph C(ii)(a) of this Section III but shall not include any other shares of Common Stock which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.
 
45

(E)    (i)    an “ Affiliate ” of a specified person is a person that directly, through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified.
(ii)    The term “ Associate ” used to indicate a relationship with any person means (1) any firm, corporation or other entity (other than the Corporation or any Subsidiary) of which such person is an officer or partner or is, directly or indirectly, the beneficial owner of 10% or more of any class of equity securities, (2) any trust or other estate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity, and (3) any relative or spouse of such person, or any relative of such spouse who has the same home as such person.
(F)    “ Subsidiary ” means any corporation of which a majority of any class of equity securities is owned, directly or indirectly, by the Corporation unless owned solely as trustee or other similar fiduciary capacity.
(G)    “ Fair Market Value ” means: (i) in the case of stock, the closing sales price of a share of such stock on the Composite Tape on the New York Stock Exchange- Listed Stocks, or, if such stock is not quoted on the Composite Tape, on the New York Stock Exchange, or, if such stock is not listed on such Exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934, as amended, on which such stock is listed, or, if such stock is not listed on any such exchange, the closing sales price or the sales price or the average of the bid and asked prices reported with respect to a share of such stock on the National Association of Securities Dealers, Inc. Automatic Quotation System or any system then in use, or if no such quotations are available, the fair market value on the date in question of a share of such stock as determined by the Board in good faith; and (ii) in the case of property other than cash or stock, the fair market value of such property on the date in question as determined by the Board in good faith.
(H)    In the event of any Business Combination in which the Corporation survives, the phrase “ consideration other than cash to be received ” as used in paragraphs B(i) and (ii) of Section II of this Article 11 shall include the shares of Common Stock and/or the shares of any series of outstanding Preferred Stock retained by the holders of such shares.
(I)    The term “ acquire ” or “ acquired ” means the acquisition of beneficial ownership.
IV.    The Directors of the Corporation shall have the power and duty to determine for the purposes of this Article 11, on the basis of information known to them after reasonable inquiry, (i) whether a person is an Interested Shareholder, (ii) the number of shares of Common Stock beneficially owned by any person, (iii) whether a person is an Affiliate or Associate of another, and (iv) whether the assets which are the subject of any Business combination have, or the consideration to be received for the issuance or transfer of securities by the Corporation or any Subsidiary in any Business Combination has, an aggregate Fair Market Value of $1,000,000 or more.
 
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V.    Nothing contained in this Article 11 shall be construed to relieve any Interested Shareholder or any of its Affiliates or Associates from any fiduciary obligation imposed by law.
VI.    Notwithstanding any other provisions of these Articles of Incorporation or the Bylaws of the Corporation (and notwithstanding the fact that a lesser percentage may be specified by law, these Articles of Incorporation or the Bylaws of the Corporation), the affirmative vote of the holders of at least seventy-five percent (75%) of the shares of the outstanding Common Stock of the Corporation, including the affirmative vote of the holders of at least seventy-five percent (75%) of the outstanding shares of Common Stock of the Corporation other than those beneficially owned by any Interested Shareholder, shall be required to amend or repeal, or adopt any provisions inconsistent with, this Article 11 of these Articles of Incorporation, in addition to any affirmative vote required by law or these Articles of Incorporation with respect to any other shares of capital stock of the Corporation.
12.
The Board of Directors of the Corporation, when evaluating any offer of a person (as defined in Article 11), other than the Corporation itself, to (a) make a tender or exchange offer for any equity security of the Corporation or any other security of the Corporation convertible into any equity security, (b) merge or consolidate the Corporation with another person, or (c) purchase or otherwise acquire all or substantially all of the properties and assets of the Corporation (an “ Acquisition Proposal ”), shall, in connection with the exercise of its business judgment in determining what is the best interests of the Corporation and its shareholders, give due consideration to all relevant factors, including without limitation the consideration being offered in the Acquisition Proposal in relation to the then-current market price, but also in relation to the then-current value of the Corporation in a freely negotiated transaction and in relation to the Board of Directors’ then estimate of the future value of the Corporation as an independent entity, the social and economic effects on the employees, customers, suppliers and other constituents of the Corporation and its subsidiaries and on the communities in which the Corporation and its subsidiaries operate or are located and the desirability of maintaining independence from any other entity.
13.
Notwithstanding anything to the contrary in the Bylaws of the Corporation and subject to the rights of holders of any series of Preferred Stock then outstanding, the shareholders may amend or repeal, or adopt any provision inconsistent with, Article II of the Corporation’s Bylaws only by the same affirmative vote as is required to amend or repeal or adopt any provision inconsistent with Article 11 of these Articles of Incorporation as provided for in paragraph VI of said Article 11, or in the alternative, by the vote of 75% or more of the Directors, the Board of Directors may amend or repeal or adopt any provision inconsistent with Article II of the Corporation’s Bylaws. Any amendment or repeal of any part of Article X of the Corporation’s Bylaws effected by the Directors shall require the affirmative vote of at least 75% of the full Board of Directors following at least ten days prior written notice to all Directors of the specific proposal.
 
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14.
In addition to any powers provided by law, in the Bylaws, or otherwise, the Corporation shall have the power to indemnify any person who becomes a party or who is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including any action by or in the right of the Corporation), by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.
15.
(a).    No director of the Corporation shall be personally liable to the Corporation or its shareholders for monetary damages for breach of his duty of care or other duty as a director; provided that this provision shall eliminate or limit the liability of a director only to the maximum extent permitted from time to time by the Georgia Business Corporation Code or any successor law or laws.
(b).    Any repeal or modification of Article 15(a) by the shareholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.
16.
The Corporation shall not commence business until it shall have received not less than $500 in payment for the issuance of its shares.
***
Said Restated Articles of Incorporation supersede the original Articles of Incorporation as heretofore amended and restated.

SUNTRUST BANKS, INC.	
		
By: 	 	/s/ Woodruff A. Polk	
Name:	 	Woodruff A. Polk	
Title:	 	First Vice President	
(Corporate Seal)

Attest:	 	/s/ David A. Wisniewski	
	 	David A. Wisniewski	
	 	Assistant Corporate Secretary	
 
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Exhibit 99.1

   	 	News Release	
	 		
Contact:
									
Investors	  	Media	  		  		  		
Steve Shriner	  	Barry Koling	  		  		  		
(404) 827-6714	  	(404) 230-5268	  		  		  		
For Immediate Release
January 22, 2009
SunTrust Reports 2008 Profit of $2.13 Per Share

Fourth Quarter Loss Reflects Recession Impacts of Higher Charge-Offs and Reserve-Building.
While Capital and Liquidity Remain Strong, Quarterly Dividend Reduced to $0.10 Reflecting
Challenging Credit and Earnings Environment
ATLANTA — SunTrust Banks, Inc. (NYSE: STI) reported net income available to common shareholders of $746.9 million, or $2.13 per average common diluted share, for 2008 compared to $1,603.7 million, or $4.55 per average common diluted share in 2007. Net income available to common shareholders in the fourth quarter was a loss of $379.2 million, or $1.08 per average common diluted share, compared to $3.3 million, or $0.01 per average common diluted share, in the fourth quarter of 2007. The Company’s 2008 and fourth quarter results were adversely impacted by credit-related charges that reflect the dramatic deterioration in the economy, especially during the fourth quarter.
“The fact that SunTrust is not alone in paying the price of a deteriorating economy on our business and our clients does not make today’s results any less painful to report,” said James M. Wells III, SunTrust Chairman and CEO. Mr. Wells noted that increased unemployment and continued declines in home values drove loan delinquencies significantly higher during the fourth quarter of 2008, resulting in higher than expected credit losses. “We are under no illusions as to the severity of this credit cycle,” he added. “Managing successfully through it remains our number one priority.”
Mr. Wells said the significant increase in the fourth quarter provision for loan losses from the prior quarter covered current loan charge-offs and also strengthened the Company’s allowance for loan losses. He noted that the Company concluded 2008 “in a very strong regulatory capital position and with excellent liquidity.” Mr. Wells further noted that, “despite our strong capital position, given the strain on earnings from increased credit costs and the challenging revenue environment, SunTrust’s Board of Directors has decided to reduce the quarterly dividend to $0.10 per common share outstanding until the economic environment and earnings outlook improve.”
“Through this cycle, we will continue to take the steps appropriate to maintain the Company’s fundamental financial strength that is never more important than in a time of economic stress and uncertainty,” said Mr. Wells. “At the same time, our people will continue to focus on serving our clients’ needs, making good loans, generating core deposits, and running our business more efficiently. While understandably eclipsed right now by recession-related credit concerns, the positive momentum generated by these efforts will help us deliver the long-term shareholder value to which we remain committed.”
Credit and Market Environment
The Company recorded provision for loan losses of $962.5 million, or $410.0 million in excess of net charge-offs, increasing the allowance for loan losses to 1.86% of total loans during the fourth quarter. Additionally, during the fourth quarter, the Company recorded $236.1 million in operating losses, which were primarily related to losses stemming from borrower misrepresentations and insurance claim denials, and $100.0 million related to mortgage reinsurance reserves.
The worsening economic conditions and resulting affect on asset values also continued to adversely impact the Company’s assets carried at fair market value. During the fourth quarter, market valuation

losses on loans and securities carried at fair value were approximately $145 million, of which $44.3 million related to the Company’s public debt and related hedges carried at fair value.
Balance Sheet Growth
During the fourth quarter, the Company issued $4.85 billion of preferred stock and warrants to the U.S. Treasury under the Capital Purchase Plan, significantly increasing the Company’s capital position. As of December 31, 2008, SunTrust’s tangible equity to tangible assets ratio was 8.39%, and the estimated Tier 1 capital ratio was 10.85%. The Company also issued $3.0 billion of debt guaranteed by the FDIC under the Temporary Liquidity Guarantee Program. The additional capital and debt enhances SunTrust’s solid capital and liquidity position, and improves, among other items, the Company’s ability to meet the borrowing needs of clients and prospects throughout the economic downturn.
During the fourth quarter, average loans and consumer and commercial deposits increased 6.3% and 8.1%, respectively, on a sequential quarter annualized basis. Both consumer and commercial loan categories showed growth, which was partially offset by a decline in construction loans. Core deposit growth was particularly evident at the end of the quarter, and given the Company’s strong liquidity position, brokered and foreign deposits were reduced by over 40% at year end as compared to September 30, 2008.
Financial Highlights

   	  	4 th
Quarter
2008	 	 	4 th
Quarter
2007	 	 	Change	 	 	Full
Year
2008	 	 	Full
Year
2007	 	 	Change	 	
Income Statement	  			 			 			 			 			 		 	
(Dollars in millions, except per share data)	  			 			 			 			 			 		 	
Net income/(loss) available to common shareholders	  	$(379.2	)	 	$3.3	 	 	NM	 	 	$746.9	 	 	$1,603.7	 	 	(53.4	)%	
Net income/(loss) per average common diluted share	  	(1.08	)	 	0.01	 	 	NM	 	 	2.13	 	 	4.55	 	 	(53.2	)%	
Total revenue – fully taxable-equivalent	  	1,926.4	 	 	1,770.8	 	 	8.8	%	 	9,210.6	 	 	8,250.9	 	 	11.6	%	
Net interest income – fully taxable-equivalent	  	1,208.7	 	 	1,194.8	 	 	1.2	%	 	4,737.1	 	 	4,822.2	 	 	(1.8	%)	
Provision for loan losses	  	962.5	 	 	356.8	 	 	169.8	%	 	2,474.2	 	 	664.9	 	 	272.1	%	
Noninterest income	  	717.7	 	 	576.0	 	 	24.6	%	 	4,473.5	 	 	3,428.7	 	 	30.5	%	
Noninterest expense	  	1,588.6	 	 	1,455.3	 	 	9.2	%	 	5,890.4	 	 	5,233.8	 	 	12.5	%	
Net interest margin	  	3.14	%	 	3.13	%	 	1 bp	 	 	3.10	%	 	3.11	%	 	(1	) bp	
 						 	
Balance Sheet	  			 			 			 			 			 		 	
(Dollars in billions)	  			 			 			 			 			 		 	
Average loans	  	$127.6	 	 	$121.1	 	 	5.4	%	 	$125.4	 	 	$120.1	 	 	4.5	%	
Average consumer and commercial deposits	  	102.2	 	 	99.6	 	 	2.6	%	 	101.3	 	 	98.0	 	 	3.4	%	
 						 	
Capital	  			 			 			 			 			 		 	
Tier 1 capital ratio (1)	  	10.85	%	 	6.93	%	 			 			 			 		 	
Total average shareholders’ equity to total average assets	  	11.17	%	 	10.30	%	 			 			 			 		 	
Tangible equity to tangible assets	  	8.39	%	 	6.31	%	 			 			 			 		 	
 						 	
Asset Quality	  			 			 			 			 			 		 	
Net charge-offs to average loans (annualized)	  	1.72	%	 	0.55	%	 			 	1.24	%	 	0.35	%	 		 	
Nonperforming loans to total loans	  	3.10	%	 	1.17	%	 			 			 			 		 	
 	
(1) Current period Tier 1 capital ratio was estimated at the time of this earnings release. NM – Not meaningful. Those changes over 1000% or where results change from positive to negative. bp – basis point

 
 	•	 	Increased credit-related expenses and net mark to market losses on illiquid financial instruments and the Company’s public debt and related hedges carried at fair value adversely impacted fourth quarter income resulting in a net loss available to common shareholders of $379.2 million.	
 	•	 	For the fourth quarter, fully taxable-equivalent total revenue increased $155.6 million, or 8.8%, over the comparable period in 2007. Growth in net interest income and lower net mark to market valuation losses in 2008 drove the increase over 2007.	
 
2

 	•	 	Fully taxable-equivalent net interest income increased 1.2% in the fourth quarter over the same quarter in 2007, reflective of growth in average earning assets and customer deposits. Net interest margin was 3.14% for the fourth quarter of 2008, up seven basis points from the third quarter of 2008 and effectively flat compared to the same period in 2007.	
 	•	 	Noninterest income in the fourth quarter increased $141.7 million, or 24.6%, as the impact of the net market valuation losses of approximately $555 million recorded in 2007 was reduced to approximately $145 million in 2008. Partially offsetting the benefit of lower mark to market losses was a real estate gain of $118.8 million recorded in 2007 and lower mortgage production income and trust and investment management revenue in 2008. As a result of the dramatic decline in mortgage interest rates in December, a $370.0 million impairment of mortgage servicing rights was recognized, which was offset by $411.1 million of securities gains related to the sale of securities available for sale that were acquired in conjunction with our risk management strategies associated with hedging the value of mortgage servicing rights.	
 	•	 	Noninterest expense for the fourth quarter of 2008 increased 9.2% over the fourth quarter of 2007, as growth in credit-related expenses of approximately $334 million overshadowed the cost savings achieved from the Company’s efficiency and productivity initiatives.	
 	•	 	Total average loans in the fourth quarter increased 5.4% compared to the fourth quarter of 2007 and increased 6.3% on a sequential quarter annualized basis. Growth was concentrated in commercial loans and was partially offset by a decline in construction loans.	
 	•	 	Total average consumer and commercial deposits increased $2.6 billion, or 2.6%, compared to the fourth quarter of 2007 and increased 8.1% on a sequential quarter annualized basis. The increase was primarily in money market and time deposit accounts. As of December 31, 2008, customer deposits totaled a record $105.4 billion.	
 	•	 	The estimated Tier 1 capital, total average shareholders’ equity to total average assets, and tangible equity to tangible asset ratios were 10.85%, 11.17%, and 8.39%, respectively, which compares to 6.93%, 10.30%, and 6.31%, respectively, as of December 31, 2007.	
 	•	 	Annualized quarter net charge-offs were 1.72% of average loans for the fourth quarter of 2008, up from 0.55% in the fourth quarter of 2007 and 1.24% in the third quarter of 2008. The increase reflects further deterioration in consumer residential real estate and residential construction loans, as well as increases in commercial related charge-offs.	
 	•	 	Nonperforming loans to total loans increased to 3.10% as of December 31, 2008, from 2.60% as of September 30, 2008 and 1.17% as December 31, 2007, due mainly to increased levels of nonperforming residential mortgage and construction loans.	
CONSOLIDATED FINANCIAL PERFORMANCE
Revenue
Fully taxable-equivalent total revenue was $1,926.4 million for the fourth quarter of 2008, an increase of $155.6 million, or 8.8%, compared to the fourth quarter of 2007. The increase was primarily attributable to a decline in market valuation losses in 2008 as compared to 2007. In the fourth quarter of 2008, market valuation losses declined to $100.2 million from $639.5 million related to the write-down of certain asset-backed securities and mortgage loans as the investment in those assets has been substantially curtailed. The reduction in valuation losses was partially offset by an increase of approximately $129 million in net mark to market losses on the Company’s debt and related hedges carried at fair value, due to tightening of the Company’s credit spread, as well as declines in mortgage production income and trust and investment management income. The fourth quarter of 2007 also included a $118.8 million net gain from sale/leaseback of certain corporate real estate properties.
For the year ended December 31, 2008, fully taxable-equivalent total revenue was $9,210.6 million, an increase of $959.7 million, or 11.6%, over 2007. The increase was due to incremental securities gains, gains from the sale of non-strategic businesses, gain on Visa interest, lower net mark to market valuation losses, and increased fee income from core businesses. Partially offsetting these contributions to growth were declines in trust income, net interest income, and lower gains on sale/leaseback transactions.
 
3

Net Interest Income
For the fourth quarter of 2008, fully taxable-equivalent net interest income was $1,208.7 million, up $13.9 million, or 1.2%, compared to the prior year, and up $33.0 million, or 2.8%, compared to the prior quarter. Net interest income growth over the sequential quarter was due to growth in average earning assets, an improved mix of loans and deposits, an increase in consumer and commercial deposits, and a decrease in wholesale funding during the fourth quarter. Net interest margin for the fourth quarter of 2008 was 3.14%, an increase of one basis point and seven basis points over the fourth quarter of 2007 and third quarter of 2008, respectively. A 145 basis point decrease in rates paid on interest-bearing liabilities compared to a 124 basis point decrease in earning asset yields in the fourth quarter of 2008 contributed to the increase in net interest margin, which offset the negative impact of the increase in nonperforming loans in 2008.
For the year ended December 31, 2008, fully taxable-equivalent net interest income was $4,737.1 million, down $85.1 million, or 1.8%, compared to 2007. Net interest margin was 3.10% compared to 3.11% in 2007. The decline was driven by the increased level of nonperforming assets, partially offset by a reduction in higher cost funding sources.
Noninterest Income
Total noninterest income was $717.7 million for the fourth quarter of 2008, which was $141.7 million, or 24.6%, above prior year. The fourth quarter included securities gains of $411.1 million related to available for sale securities that were acquired in conjunction with risk management strategies associated with hedging the value of mortgage servicing rights. Volatility in interest rates and increased loan prepayment speed estimates during the quarter resulted in a $370.0 million impairment of mortgage servicing rights that were carried at amortized cost. Servicing related income in the fourth quarter of 2007 included a $19.2 million gain on the sale of servicing rights. Mortgage production income declined $50.1 million in the fourth quarter, as reserves for losses associated with repurchases of mortgage loans increased approximately $32 million and mortgage origination volume declined 44% compared to the fourth quarter of 2007. These elements were partially offset by a decrease in valuation losses on loans carried at fair value or held for sale. While fourth quarter origination income declined versus prior year and prior quarter, mortgage loan applications in the fourth quarter of 2008 were up 16% compared to the third quarter.
The fourth quarter of 2008 included net mark to market valuation losses in trading income of $43.6 million related to illiquid trading securities and loans carried at fair value, and losses of $44.3 million related to the tightening of credit spreads on the Company’s public debt and related hedges carried at fair value. The fourth quarter of 2007 included losses of approximately $475 million related to market value declines in asset-backed securities, net of valuation gains on the Company’s debt carried at fair value. Exposure to securities acquired in the fourth quarter 2007 has been reduced to approximately $250 million as of December 31, 2008, down from $3.5 billion at the end of 2007. Exclusive of core mark to market losses, trading income declined as compared to both the fourth quarter of 2007 and the third quarter of 2008 due to declines in derivatives, structured leasing and merchant banking revenues which were partially offset by growth in credit-related fees, fixed income and trading, and direct finance fees.
Trust and investment management income declined $44.4 million, or 26.0%, from the fourth quarter of 2007, as a result of the sale of certain trust related businesses earlier in 2008 and lower fee income that was attributable to the decline in the equity markets. Investment banking income increased $2.9 million, or 5.3%, over the fourth quarter of 2007. Other fee based revenues in the fourth quarter were essentially flat compared to the fourth quarter of 2007, as the impact of the slowing economy resulted in less transaction-related fees. The fourth quarter of 2008 also included a gain of $19.9 million related to the settlement of legal proceedings, and the Company recognized a net gain of $118.8 million from the sale/leaseback of branch and office properties in the fourth quarter of 2007.
For the year ended December 31, 2008, noninterest income was $4,473.5 million, which was $1,044.8 million, or 30.5%, over 2007. The most significant element of the increase was incremental gains on the sale of available for sale securities of $830.2 million, which were executed in conjunction with risk management strategies associated with hedging the value of mortgage servicing rights, and incremental gains on the sale of The Coca-Cola Company stock (“Coke”). During 2008, the Company recognized
 
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approximately $400 million in net market valuation losses related to certain illiquid trading assets, loans carried at fair value, auction rate securities, and other than temporary impairment on available for sale securities, net of valuation gains on the Company’s public debt carried at fair value, as compared to approximately $700 million in comparable net losses during 2007. Gains on the Company’s public debt carried at fair value in 2008 were $431.7 million as compared to $140.9 million during 2007. During 2008, the Company recorded gains on the following transactions:
 
 	•	 	$57.1 million incremental additional gain on sale of Lighthouse interests	
 	•	 	$81.8 million gain on the sale of TransPlatinum	
 	•	 	$29.6 million gain on sale of First Mercantile Trust	
 	•	 	$86.3 million gain recorded on the Visa IPO	
Further, the Company recognized a net gain of $37.0 million in the first quarter of 2008 and $118.8 million in the fourth quarter of 2007 from the sale/leaseback of branch and office properties. During 2008, SunTrust experienced approximately 10% growth in fee based categories such as service charges on deposit accounts, up $82.1 million, investment banking income, up $21.6 million, and credit card fees, up $27.7 million. Trust and investment management fees declined $92.7 million for the same reasons as indicated above. Mortgage servicing income decreased $407.3 million due to the $370.0 million impairment charge and higher gains from the sale of mortgage servicing rights in 2007. For 2008, mortgage production volume declined 37.6% to $36.4 billion compared to 2007; however, mortgage production-related income increased $80.4 million, or 88.4%, due to relatively lower valuation losses, particularly due to the elimination of Alt-A loans from the warehouse, increased margins, and the adoption of certain accounting standards in accordance with generally accepted accounting principles.
Noninterest Expense
For the fourth quarter of 2008, noninterest expense was $1,588.6 million, an increase of $133.3 million, or 9.2%, over the fourth quarter of 2007. The increase was primarily driven by a $334.3 million increase in credit-related expenses to $415.7 million in the quarter, which overshadowed the success achieved in reducing expenses through the Company’s E 2 efficiency and productivity program. Credit-related expenses include operating losses of $236.1 million, which includes increased reserves for borrower misrepresentations on mortgage loan documentation and insurance claim denials of $166.9 million, other real estate losses of $35.3 million, credit and collection costs of $44.3 million, and mortgage reinsurance reserves of $100.0 million. The fourth quarter also included a $14.3 million expense reversal related to Visa litigation, resulting from the recognition of the funding by Visa of its litigation escrow account, compared to a $76.9 million expense accrual for Visa litigation in the fourth quarter of 2007. In the fourth quarter of 2008, SunTrust recorded write-downs of $15.7 million related to Affordable Housing properties as compared to $57.7 million of related charges in the fourth quarter of 2007. Outside processing increased $38.5 million, or 36.5%, due to the outsourcing of certain back-office operations in the third quarter of 2008, which was more than offset by the corresponding decrease in employee compensation and benefits. Essentially all other categories of expense decreased compared to the fourth quarter of 2007.
For the year ended December 31, 2008, total noninterest expense was $5,890.4 million, an increase of $656.6 million, or 12.5%, over 2007. The items previously discussed were the primary drivers of the increase, particularly the credit-related costs, and the third quarter expense associated with the contribution of Coke stock to our charitable foundation recognized in marketing and customer development expense.
Provision for Income Taxes
For the fourth quarter, the Company recognized a tax benefit of $309.0 million compared to a tax benefit of $79.7 million recognized in the fourth quarter of 2007. For the year ended December 31, 2008, income taxes were a benefit of $67.3 million compared to a provision of $615.5 million in 2007. The income tax benefit for the year ended December 31, 2008, was due to the charitable contribution of the Coke stock, and other significant differences between generally accepted accounting principles and taxable income primarily related to non-taxable interest and dividends, state taxes, and federal tax credits.
 
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Balance Sheet
As of December 31, 2008, SunTrust had total assets of $189.3 billion and shareholders’ equity was $22.4 billion, representing 11.83% of total assets. Book value and tangible book value per common share were $48.42 and $28.36 as of December 31, 2008, respectively.
Loans
Average loans for the fourth quarter of 2008 were $127.6 billion, which was up 5.4% compared to the fourth quarter of 2007 and up $2.0 billion, or 6.3% on a sequential quarter annualized basis. The increase in average loans was concentrated in commercial loans. Average construction loans in the fourth quarter declined $4.3 billion, or 32.7%, from the fourth quarter of 2007, in conjunction with the Company’s efforts to reduce its exposure to construction loans, as well as transfers to nonaccrual status. Average loans held for sale for the quarter declined $4.8 billion, or 54.8%, compared to the fourth quarter of 2007 as mortgage production levels declined.
Deposits
Average consumer and commercial deposits totaled $102.2 billion for the fourth quarter of 2008, an increase of $2.6 billion, or 2.6%, compared to the fourth quarter of 2007, and $2.0 billion, or 8.1% on a sequential quarter annualized basis. The 2008 fourth quarter increase in customer deposits was driven by growth in money market and time deposits, partially offset by declines in NOW and savings accounts, while demand deposit balances were relatively flat. Average balances for brokered deposits declined $1.8 billion in the fourth quarter of 2008 as compared to the third quarter of 2008, as lower cost deposits and short-term funding sources were utilized.
Capital
The estimated Tier 1 capital, total average shareholders’ equity to total average assets, and tangible equity to tangible asset ratios at December 31, 2008, were 10.85%, 11.17%, and 8.39%, respectively, compared to 8.15%, 10.34%, and 6.40%, respectively, as of September 30, 2008. The $4.85 billion of preferred stock issued to the U.S. Treasury under the Capital Purchase Program qualifies as Tier 1 capital and increased SunTrust’s already well capitalized status. Despite the Company’s strong capital ratios, SunTrust’s Board of Directors has decided to reduce the quarterly dividend from $0.54 to $0.10 per common share outstanding given the strain on earnings from increased credit costs and the challenging revenue environment. Under the terms of the agreement entered into with the U.S. Treasury, the Company has the latitude to return the dividend to its previous level of $0.54 per quarter. 
Asset Quality
Nonaccrual loans, as of December 31, 2008, totaled $3,940.0 million compared to $3,289.5 million as of September 30, 2008 and $1,430.4 million as of December 31, 2007. Residential mortgage and construction loans were 47% and 32%, respectively, of total nonaccrual loans as of December 31, 2008. Net charge-offs for the fourth quarter were $552.5 million compared to $168.0 million for the fourth quarter in 2007. Annualized net charge-offs to average loans for the quarter ended December 31, 2008 was 1.72% compared to 1.24% for the quarter ended September 30, 2008 and 0.55% for the quarter ended December 31, 2007. The increase in net charge-offs was primarily related to consumer and residential real estate loans, as well as commercial related loans. Other real estate owned increased to $500.5 million, up 29.3% over September 30, 2008, as the Company foreclosed on the collateral securing nonperforming loans.
For the fourth quarter, the provision for loan losses exceeded net charge-offs by $410.0 million as the overall impact of the housing market and increased delinquencies impacted the allowance for loan losses, which totaled $2,351.0 million as of December 31, 2008 and was 1.86% of total loans. The allowance for loan losses was 1.05% of total loans as of December 31, 2007.
 
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LINE OF BUSINESS FINANCIAL PERFORMANCE
The following discussion details results for SunTrust’s four business lines: Retail and Commercial, Wholesale Banking, Mortgage, and Wealth and Investment Management. At the end of 2008, the Company announced certain management and organizational changes related to the lines of business. The Company’s reporting segments could change after the organizational transitions are completed in 2009. All revenue is reported on a fully taxable-equivalent basis. For the lines of business, results include net interest income which is computed using matched-maturity funds transfer pricing. Further, provision for loan losses is represented by net charge-offs.
SunTrust also reports results for Corporate Other and Treasury, which includes the Treasury department as well as the residual expense associated with operational and support expense allocations. This segment also includes differences created between internal management accounting practices and generally accepted accounting principles, certain matched-maturity funds transfer pricing credits and charges, differences in provision expense compared to net charge-offs, as well as equity and its related impact.
Retail and Commercial Banking
Three Months Ended December 31, 2008 vs. 2007
Retail and Commercial Banking net income for the fourth quarter of 2008 was $18.5 million, a decrease of $154.1 million, or 89.3%, compared to the fourth quarter of 2007. This decrease was primarily the result of higher provision for loan losses due to home equity line, consumer, indirect, and commercial loan net charge-offs, lower deposit related net interest income and higher credit and fraud related noninterest expense, partially offset by growth in loan net interest income.
Net interest income decreased $16.9 million, or 2.5%, driven by a shift in deposit mix and compressed spreads due to increased competition for deposits. Average deposits increased $2.0 billion, or 2.5%, while deposit spreads decreased 12 basis points resulting in a $25.5 million decrease in net interest income. Low cost demand deposit and savings accounts decreased a combined $0.7 billion, or 4.0%, primarily driven by a decrease in savings. Higher cost products such as NOW and money market increased a combined $2.1 billion, or 5.9%. Certificates of deposit and IRA accounts increased $0.6 billion, or 2.2%. Net interest income from loans increased $10.3 million as average loan balances increased $1.0 billion, or 2.0%. Growth in commercial loans, equity lines, credit card, student loans, and loans acquired in conjunction with the GB&T transaction was partially offset by an approximately $0.9 billion decline in average loan balances related to the migration of middle market clients from Retail and Commercial to Wholesale Banking.
Provision for loan losses increased $184.1 million over the same period in 2007. The provision increase was most pronounced in home equity lines reflecting deterioration in the residential real estate market, while provision for loan losses on consumer, indirect, and commercial loans, primarily to commercial clients with annual revenues of less then $5 million, also increased.
Total noninterest income increased $1.1 million, or 0.3%, from the fourth quarter of 2007. This increase was driven primarily by a $2.2 million increase in interchange fees and a $2.8 million increase in ATM fees. Service charges on deposits declined by $2.7 million driven by higher uncollectible NSF fees and changes to the fee structure designed to encourage growth in checking accounts and balances.
Total noninterest expense increased $44.3 million, or 6.9%, from the fourth quarter of 2007. This increase was driven primarily by higher credit-related expenses including operating losses due to fraud, other real estate, and collections, as well as continued investment in the branch distribution network.
Twelve Months Ended December 31, 2008 vs. 2007
Retail and Commercial Banking net income for the twelve months ended December 31, 2008 was $306.6 million, a decrease of $483.9 million, or 61.2%, compared to the same period in 2007. This decrease was primarily the result of higher provision for loan losses due to home equity line, consumer,
 
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indirect, and commercial loan net charge-offs, lower net interest income related to deposit spreads and higher credit-related noninterest expense, partially offset by strong growth in service charges on deposits.
Net interest income decreased $217.9 million, or 7.7%, driven by a continued shift in deposit mix and decreased spreads, as deposit competition and the interest rate environment encouraged customers to migrate into higher yielding interest-bearing deposits. Average deposit balances increased $0.8 billion, or 1.0%, while deposit spreads decreased 26 basis points resulting in a $207.6 million decrease in net interest income. Low cost demand deposit and savings account average balances decreased a combined $1.6 billion, or 8.1%, primarily due to decreases in commercial demand and savings. Higher cost products such as NOW and money market increased a combined $2.3 billion, or 6.7%. Net interest income from loans decreased $14.3 million, or 1.4%, as average loan balances declined $0.1 billion, or 0.1%. Growth in commercial loans, equity lines, credit card, student loans, and loans acquired in conjunction with the GB&T transaction was offset by an approximately $1.8 billion decline in average loan balances related to the migration of middle market clients from Retail and Commercial to Wholesale Banking.
Provision for loan losses increased $593.1 million over the same period in 2007. The provision increase was most pronounced in home equity lines reflecting deterioration in the residential real estate market, while provision for loan losses on consumer, indirect, and commercial loans, primarily to commercial clients with annual revenues of less then $5 million, also increased.
Total noninterest income increased $102.6 million, or 8.2%, over the same period in 2007. This increase was driven primarily by a $66.5 million, or 9.1%, increase in service charges on both consumer and business deposit accounts, primarily due to growth in the number of accounts, higher NSF rates, and an increase in occurrences of NSF fees. Interchange fees increased $24.5 million, or 12.1%, and ATM revenue increased $9.9 million, or 8.3%.
Total noninterest expense increased $60.2 million, or 2.4%, from the same period in 2007. The continuing positive impact of expense savings initiatives and lower amortization of intangibles was offset by higher credit-related expenses including operating losses due to fraud, other real estate, and collections, as well as continued investments in the branch distribution network.
Wholesale Banking
Three Months Ended December 31, 2008 vs. 2007
Wholesale Banking’s net income for the fourth quarter of 2008 was $12.3 million, compared to a loss of $42.0 million in the fourth quarter of 2007, an increase of $54.3 million. Lower market valuation trading losses, lower Affordable Housing related noninterest expenses and higher net interest income were partially offset by higher provision for loan losses.
Net interest income was $161.0 million, up $18.8 million, or 13.2%, from the prior year primarily driven by strong loan growth. Average loan balances increased $6.0 billion, or 19.2%, while the corresponding net interest income increased $6.4 million, or 5.6%. The increase in average loan balances was driven by double digit growth in large corporate, middle market, and leasing but was partially offset by reductions in the residential builder portfolio. The growth in net interest income due to volume was partially offset by overall portfolio spread compression caused by a shift in mix away from higher spread residential construction loans to lower spread commercial loans, as well as higher real estate-related nonaccrual loans. Trading assets net interest income increased $16.8 million, or 102.0%, primarily driven by improved spreads and higher volumes in the fixed income sales and trading business. Total average deposits were up $1.9 billion, or 25.5%, primarily in higher cost deposits. The net interest income on deposits declined $3.3 million, or 9.3%, as the additional volume was more than offset by lower credit for funds on demand deposits.
Provision for loan losses was $111.9 million, an increase of $98.8 million from the same period in 2007. The increase was primarily due to higher residential builder-related charge-offs and higher charge-offs from large corporate and middle market clients.
 
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Total noninterest income was $132.7 million, an increase of $118.4 million compared to the fourth quarter of 2007. Lower market valuation trading losses primarily related to structured products, as well as higher revenues from credit-related fees, fixed income sales and trading, and direct finance, were in part offset by lower revenues in derivatives, structured leasing, merchant banking, and Affordable Housing.
Total noninterest expense was $214.4 million, a decrease of $32.1 million, or 13.0%. The migration of middle market clients from Retail and Commercial to Wholesale Banking accounted for an approximately $5.0 million increase in expense. The remainder of Wholesale Banking decreased $37.1 million, or 15.3%. The decrease was primarily driven by lower Affordable Housing expense, as SunTrust recorded $15.7 million of write-downs in the fourth quarter 2008 as compared to $57.7 million of related charges in the fourth quarter of 2007. Certain structural expenses also decreased partially offset by higher incentive-based compensation and higher other real estate expense.
Twelve Months Ended December 31, 2008 vs. 2007
Wholesale Banking’s net income for the twelve months ended December 31, 2008 was $217.3 million, an increase of $21.2 million, or 10.8%, compared to the same period in 2007. Lower market valuation trading losses in structured products and Affordable Housing related noninterest expenses were partially offset by an increase in provision expense, lower merchant banking gains, and higher incentive-based compensation.
Net interest income was $564.7 million for the twelve months ended December 31, 2008, relatively unchanged from prior year. Average loan balances increased $4.8 billion, or 16.2%, while the corresponding net interest income declined $7.1 million, or 1.6%. The migration of middle market clients from Retail and Commercial to Wholesale Banking accounted for approximately $1.8 billion of the loan balances and $25.8 million of the loan-related net interest income increase. The remainder of Wholesale Banking increased $3.0 billion, or 10.4%, driven by increased corporate banking loans and lease financing which was partially offset by reductions in the residential builder portfolio. The corresponding net interest income declined $32.9 million, or 7.3%, due to a shift in mix away from higher spread residential construction loans to lower spread commercial loans, as well as an increase in residential construction nonaccrual loans. Total average deposits increased $3.5 billion, or 63.2%, primarily in higher cost interest-bearing deposits. Deposit-related net interest income decreased $8.9 million, or 6.6%, driven by the lower credit for funds on demand deposits partially offset by the increased volumes in higher cost deposit products.
Provision for loan losses was $167.4 million, an increase of $120.5 million over the prior year, resulting from higher residential builder related charge-offs as well as increased charge-offs on middle market clients partially offset by lower charge-offs in corporate banking.
Noninterest income increased $168.2 million, or 35.0%, primarily due to lower market valuation trading losses in structured products. In addition, increases in direct finance, loan syndications, credit-related fees, and fixed income sales and trading were partially offset by a reduction in merchant banking gains and lower revenues in structured leasing, derivatives, and Affordable Housing.
Noninterest expense increased $6.4 million, or 0.8%, primarily due to the transfer of the middle market business from Retail and Commercial to Wholesale Banking which accounted for approximately $24.9 million of the increase. The remainder of Wholesale Banking’s noninterest expense decreased $18.4 million, or 2.3%, primarily due to a decrease in write-downs related to Affordable Housing properties offset in part by higher incentive-based compensation.
Mortgage
Three Months Ended December 31, 2008 vs. 2007
Mortgage had a net loss of $285.6 million for the fourth quarter of 2008, compared to a net loss of $30.4 million in fourth quarter 2007, a decrease of $255.2 million, principally due to higher credit-related costs.
Net interest income declined $34.3 million, or 26.6%. Average loans were down $0.8 billion, or 2.4%, while net interest income was down $30.9 million, or 34.6%. Nonaccrual loans accounted for $13.5 million of the net interest income decline as average nonaccruals increased $1.2 billion. Accruing loans
 
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declined $1.9 billion, or 6.2%, while net interest income decreased $17.4 million, or 18.2%. The decline in net interest income was influenced by compressed spreads due to a change in product mix as declines in construction-perm and Alt-A balances were replaced with lower yielding prime first lien mortgages.
Provision for loan losses increased $94.0 million to $140.2 million due to higher residential mortgage and residential construction net charge-offs.
Total noninterest income declined $33.7 million, or 33.5%. The decline was principally due to lower origination income and higher loan repurchase reserves, partially offset by securities gains in excess of mortgage servicing rights impairment. Mortgage production income declined $55.7 million, with loan repurchase reserves increasing $32.5 million, while income related to lower loan production drove the remainder of the decrease. Loan production of $7.2 billion was down $5.7 billion, or 44.2%, compared to the fourth quarter of 2007. Mortgage servicing income was down $393.5 million, driven by $370.0 million of impairment of mortgage servicing rights that were carried at amortized cost. Also, mortgage servicing income in the fourth quarter of 2007 included $19.2 million of gains from the sale of servicing rights, as compared to no sales in the fourth quarter of 2008. The mortgage servicing rights impairment expense was offset by $410.7 million of gains from the sale of available for sale securities that were acquired in conjunction with the Company’s risk management strategies associated with economically hedging the value of mortgage servicing rights. Total loans serviced at December 31, 2008 were $162.0 billion, an increase of $12.2 billion, or 8.1%.
Total noninterest expense was up $254.6 million, or 106.7%, principally due to higher credit-related costs. Operating losses increased $165.1 million driven by fraud losses and reserves primarily related to borrower misrepresentation and insurance claim denials. Reserves for mortgage reinsurance losses increased $99.9 million and other real estate and collection services costs increased $25.1 million. Staff and commissions expense were down $23.8 million, or 22.5%, primarily due to lower loan production.
Twelve Months Ended December 31, 2008 vs. 2007
Mortgage reported a net loss for the twelve months ended December 31, 2008 of $561.8 million, compared to $5.4 million in net income in 2007, a decrease of $567.2 million, principally due to higher credit-related costs.
Net interest income declined $67.0 million, or 12.8%. Average loans increased $0.5 billion, or 1.7%, while the resulting net interest income declined $78.7 million. Nonaccrual loans accounted for $46.0 million of the net interest income decline as average nonaccrual loans increased $1.1 billion. Accruing loans declined $0.5 billion, or 1.8%, while net interest income decreased $32.7 million, or 8.5%. The decline in net interest income was influenced by a change in product mix as declines in construction-perm and Alt-A balances were replaced with lower yielding prime first lien mortgages. Average mortgage loans held for sale declined $5.5 billion; however, due to widening spreads, net interest income increased $25.4 million. Average investment securities were up $0.8 billion while net interest income increased $21.5 million primarily due to improved spreads. Total deposits increased $0.1 billion, or 4.8%, although net interest income on deposits and other liabilities decreased $17.7 million primarily due to lower short-term interest rates.
Provision for loan losses increased $410.1 million to $491.3 million due to higher residential mortgage and residential construction net charge-offs.
Total noninterest income increased $70.2 million, or 19.2%, due to reduced net valuation losses, increased production fee income, and securities gains in excess of mortgage servicing rights impairment, partially offset by higher repurchase reserves and lower gains from the sale of mortgage servicing rights. Total production income increased $83.2 million, or 85.5%, driven by reduced valuation losses associated with secondary market loans and the recognition of loan origination fees resulting from the Company’s election to record certain mortgage loans at fair value beginning in May 2007. The increase in loan production income was partially offset by increased reserves for the repurchase of loans. Loan production of $36.4 billion was down $21.9 billion, or 37.6%. Mortgage servicing income declined $426.3 million from $193.6 million in 2007, to a net loss of $232.7 million in 2008. The decline was driven by $370.0 million in impairment of mortgage servicing rights that were carried at amortized cost, as well as lower gains from the sale of mortgage servicing rights. The mortgage servicing rights impairment was
 
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offset by $410.7 million of gains from the sale of available for sale securities that were acquired in conjunction with the Company’s risk management strategies associated with economically hedging the value of mortgage servicing rights.
Total noninterest expense increased $509.1 million, or 61.8%, driven by increased credit-related expenses. Operating losses were up $266.9 million driven by fraud losses and reserves primarily related to borrower misrepresentation and insurance claim denials. Reserves for mortgage reinsurance losses increased $179.8 million while other real estate expense and collection services expense increased $95.9 million. Additionally, the recognition of loan origination costs resulting from the Company’s election to record certain mortgage loans at fair value beginning in May 2007 increased noninterest expense compared with the prior year, offsetting significant reductions in staff and commissions expense related to lower loan production.
Wealth and Investment Management
Three Months Ended December 31, 2008 vs. 2007
Wealth and Investment Management’s net income for the fourth quarter of 2008 was $34.0 million, an increase of $129.6 million compared to the fourth quarter of 2007. The increase in net income was primarily due to a $250.5 million market valuation loss recorded in the fourth quarter of 2007 related to securities purchased from the Company’s RidgeWorth subsidiary.
Net interest income decreased $3.0 million, or 3.5%, primarily due to lower average deposits. Average deposits were down $0.8 billion, or 7.8%, while net interest income on deposits declined $1.6 million, or 2.9%, due to the lower average balance, as well as a lower credit for funds on demand deposits. Average loans increased $0.3 billion, or 4.3%, driven by a $179.2 million increase in commercial loans primarily in the professional specialty lending units.
Provision for loan losses increased $7.5 million primarily due to higher home equity lines, consumer, and mortgage net charge-offs.
Total noninterest income increased $170.7 million primarily due to a $250.5 million market valuation loss in the fourth quarter of 2007 on purchased securities partially offset by lower trust income. Trust income decreased $43.0 million, or 25.4%, primarily due to lower market valuations on managed equity assets and lower revenue as a result of the sale of Lighthouse Partners and First Mercantile Trust. As of December 31, 2008, assets under management were approximately $113.1 billion compared to $142.8 billion as of December 31, 2007. Assets under management include individually managed assets, the RidgeWorth Funds, managed institutional assets, and participant-directed retirement accounts. SunTrust’s total assets under advisement were approximately $192.0 billion, which includes $113.1 billion in assets under management, $45.7 billion in non-managed trust assets, $31.2 billion in retail brokerage assets, and $2.0 billion in non-managed corporate trust assets.
Total noninterest expense decreased $43.2 million, or 17.3%, driven by lower staff and lower structural expense resulting from the sale of Lighthouse Partners and First Mercantile Trust. Employee compensation declined $17.3 million, or 14.4%, resulting from reduced headcount and lower incentive payments.
Twelve Months Ended December 31, 2008 vs. 2007
Wealth and Investment Management’s net income for the twelve months ended December 31, 2008 was $186.9 million, an increase of $98.6 million compared to same period in 2007. The following transactions represented $141.7 million of the year-over-year increase:
 
 	•	 	$39.4 million decrease due to the after-tax impact of the market valuation loss on Lehman bonds purchased from the Company’s RidgeWorth subsidiary in the third quarter of 2008.	
 	•	 	$18.4 million increase due to the after-tax gain on the sale of First Mercantile Trust in the second quarter of 2008.	
 	•	 	$27.9 million decrease due to the after-tax impairment charge on a client-based intangible asset in the second quarter of 2008.	
 
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 	•	 	$55.4 million increase due to the after-tax gain on sale of a minority interest in Lighthouse Investment Partners in the first quarter of 2008.	
 	•	 	$155.3 million increase due to the after-tax impact of the market valuation losses in the fourth quarter of 2007 on securities purchased from the Company’s RidgeWorth subsidiary.	
 	•	 	$20.1 million decrease due to the after-tax gain resulting from the sale upon merger of Lighthouse Partners into Lighthouse Investment Partners in the first quarter of 2007.	
Net interest income decreased $20.3 million, or 5.8%, primarily due to a decline in deposit-related net interest income. Average deposits were down $0.2 billion, or 2.2%, while net interest income on deposits declined $14.4 million, or 6.5%, due to the decreased average balance, as well as a lower credit for funds on demand deposits. Average loans increased $0.1 billion, or 1.8%, while net interest income declined $5.0 million driven by growth in commercial loans in the professional specialty lending units at compressed spreads.
Provision for loan losses increased $18.4 million driven by higher home equity lines, personal credit lines, and consumer mortgage net charge-offs.
Total noninterest income increased $138.6 million, or 17.1%, compared to the twelve months ended December 31, 2007 driven by a decrease in market valuation losses. Additionally, gains on the sale of non-strategic businesses were offset by the corresponding loss of revenue and lower market valuations on managed equity assets. Trading gains and losses increased $168.4 million primarily due to a $250.5 million market valuation loss in 2007 related to securities purchased from the Company’s RidgeWorth subsidiary as compared to a $63.5 million market valuation loss in 2008 related to Lehman bonds purchased from the Company’s RidgeWorth subsidiary. A $29.6 million gain on sale of First Mercantile Trust in 2008 and $24.1 million of incremental noninterest income from the sale of the Company’s Lighthouse Partners investment also increased income. Retail investment income increased $6.8 million, or 2.5%, due to higher annuity sales and higher recurring managed account fees. Trust income decreased $91.1 million, or 13.4%, primarily due to the aforementioned sales of Lighthouse Partners and First Mercantile Trust, which resulted in a $49.1 million decline in trust income as well as lower market valuations on managed equity assets.
Total noninterest expense decreased $52.8 million, or 5.2%, despite a $45.0 million impairment charge on a client based intangible in the second quarter of 2008. Noninterest expense before intangible amortization declined $91.0 million, or 9.2%, driven by lower staff, discretionary, and indirect expenses, as well as lower structural expense resulting from the sales of Lighthouse Partners and First Mercantile Trust.
Corporate Other and Treasury
Three Months Ended December 31, 2008 vs. 2007
Corporate Other and Treasury’s net loss for the fourth quarter of 2008 was $126.8 million, compared to net income of $6.4 million in the fourth quarter of 2007, a decrease of $133.2 million, primarily due to a $221.3 million increase in provision for loan losses.
Net interest income increased $49.3 million, or 31.9%, over the same period in 2007 mainly due to increased gains on interest rate swaps employed as part of an overall interest rate risk management strategy. Total average assets decreased $3.6 billion, or 16.8%, mainly due to the reduction in the size of the investment portfolio in 2007 as part of the Company’s overall balance sheet management strategy. Total average deposits decreased $3.7 billion, or 22.7%, mainly due to a decrease in brokered deposits, as the Company reduced its reliance on wholesale funding sources.
Provision for loan losses, which predominantly represents the difference between consolidated provision for loan losses and net charge-offs for the lines of business was $410.4 million, compared to $189.1 million in 2007, an increase of $221.3 million.
Total noninterest income declined $114.9 million compared to the same period in 2007. The decline is primarily related to $118.8 million gain on the sale/leaseback of real estate properties in 2007.
Total noninterest expense declined $90.3 million. The decrease was mainly due a $14.3 million expense reversal related to Visa litigation, resulting from the recognition of the funding by Visa of the litigation escrow account, compared to a $76.9 million accrual in the same period in 2007.
 
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Twelve Months Ended December 31, 2008 vs. 2007
Corporate Other and Treasury’s net income for the twelve months ended December 31, 2008 was $646.8 million, an increase of $93.1 million, or 16.8%, from the same period in 2007.
Net interest income increased $221.0 million, or 40.5%, over the same period in 2007 mainly due to increased gains on interest rate swaps employed as part of an overall interest rate risk management strategy. Total average assets decreased $5.5 billion, or 21.6%, mainly due to the reduction in the size of the investment portfolio in 2007 as part of the Company’s overall balance sheet management strategy. Total average deposits decreased $8.0 billion, or 35.9%, mainly due to a decrease in brokered and foreign deposits as the Company reduced its reliance on wholesale funding sources.
Provision for loan losses, which predominantly represents the difference between consolidated provision for loan losses and net charge-offs for the lines of business, was $909.6 million in 2008, compared to $242.5 million in 2007, an increase of $667.1 million.
Total noninterest income increased $565.1 million compared to the same period in 2007 mainly due to increased gains on securities and the sale of non-strategic businesses. Securities gains increased $431.4 million primarily due to the sale of Coke stock, partially offset by market value impairment related to certain asset-backed securities that were estimated to be other-than-temporarily impaired. Trading gains and losses increased $40.2 million as gains on the Company’s long-term debt carried at fair value were partially offset by losses on certain illiquid assets. Gains on the Company’s public debt carried at fair value in 2008 were $431.7 million as compared to $140.9 million during 2007. The increase was also due to an $86.3 million gain on the Company’s holdings of Visa in connection with its initial public offering and an $81.8 million gain on sale of TransPlatinum subsidiary were offset by an $81.8 million decrease in gains on the sale/leaseback of real estate properties.
Total noninterest expense increased $133.6 million from the same period in 2007. The increase in expense was mainly due to a $183.4 million contribution of Coke stock to the Company’s charitable foundation recognized in marketing and customer development expense.
Corresponding Financial Tables and Information
Investors are encouraged to review the foregoing summary and discussion of SunTrust’s earnings and financial condition in conjunction with the detailed financial tables and information which SunTrust has also published today and SunTrust’s forthcoming quarterly report on Form 10-K. Detailed financial tables and other information are also available on the Company’s Web site at www.suntrust.com in the Investor Relations section located under “About SunTrust.” This information is also included in a current report on Form 8-K furnished with the SEC today.
This news release contains certain non-US GAAP financial measures to describe the Company’s performance. The reconciliation of those measures to the most directly comparable US GAAP financial measures, and the reasons why SunTrust believes such financial measures may be useful to investors, can be found in the financial information contained in the appendices of this news release.
Conference Call
SunTrust management will host a conference call January 22, 2009, at 8:00 a.m. (Eastern Time) to discuss the earnings results and business trends. Individuals may call in beginning at 7:45 a.m. (Eastern Time) by dialing 1-888-972-7805 (Passcode: 4Q08). Individuals calling from outside the United States should dial 1-517-308-9091 (Passcode: 4Q08). A replay of the call will be available one hour after the call ends on January 22, 2009, and will remain available until February 5, 2009, dialing 1-888-277-9385 (domestic) or 1-402-998-0509 (international).
Alternatively, individuals may listen to the live webcast of the presentation by visiting the SunTrust Web site at www.suntrust.com. The webcast will be hosted under “Investor Relations,” located under “About SunTrust,” or may be accessed directly from the SunTrust home page by clicking on the earnings-related link, “4th Quarter Earnings Release.” Beginning the afternoon of January 22, 2009, listeners may access an archived version of the webcast in the “Webcasts and Presentations” subsection found under
 
13

“Investor Relations.” This webcast will be archived and available for one year. A link to the Investor Relations page is also found in the footer of the SunTrust home page.
SunTrust Banks, Inc., headquartered in Atlanta, is one of the nation’s largest banking organizations, serving a broad range of consumer, commercial, corporate and institutional clients. The Company operates an extensive branch and ATM network throughout the high-growth Southeast and Mid-Atlantic States and a full array of technology-based, 24-hour delivery channels. The Company also serves customers in selected markets nationally. Its primary businesses include deposit, credit, trust and investment services. Through various subsidiaries the Company provides mortgage banking, insurance, brokerage, investment management, equipment leasing and capital markets services. SunTrust’s Internet address is www.suntrust.com.
Important Cautionary Statement About Forward-Looking Statements
This news release may contain forward-looking statements. Statements regarding future levels of charge-offs, provision expense, and income are forward-looking statements. Also, any statement that does not describe historical or current facts, including statements about beliefs and expectations, is a forward-looking statement. These statements often include the words “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “targets,” “initiatives,” “potentially,” “probably,” “projects,” “outlook” or similar expressions or future conditional verbs such as “may,” “will,” “should,” “would,” and “could.” Such statements are based upon the current beliefs and expectations of management and on information currently available to management. Such statements speak as of the date hereof, and we do not assume any obligation to update the statements made herein or to update the reasons why actual results could differ from those contained in such statements in light of new information or future events.
Forward-looking statements are subject to significant risks and uncertainties. Investors are cautioned against placing undue reliance on such statements. Actual results may differ materially from those set forth in the forward-looking statements. Factors that could cause actual results to differ materially from those described in the forward-looking statements can be found in Exhibit 99.3 to our Current Reports on Form 8-K filed on October 23, 2008 with the Securities and Exchange Commission and available at the Securities and Exchange Commission’s internet site (http://www.sec.gov). Those factors include: difficult market conditions have adversely affected our industry; current levels of market volatility are unprecedented; the soundness of other financial institutions could adversely affect us; there can be no assurance that recently enacted legislation will stabilize the U.S. financial system; the impact on us of recently enacted legislation, in particular the Emergency Economic Stabilization Act of 2008 and its implementing regulations, and actions by the FDIC, cannot be predicted at this time; credit risk; weakness in the economy and in the real estate market, including specific weakness within our geographic footprint, has adversely affected us and may continue to adversely affect us; weakness in the real estate market, including the secondary residential mortgage loan markets, has adversely affected us and may continue to adversely affect us; as a financial services company, adverse changes in general business or economic conditions could have a material adverse effect on our financial condition and results of operations; changes in market interest rates or capital markets could adversely affect our revenue and expense, the value of assets and obligations, and the availability and cost of capital or liquidity; the fiscal and monetary policies of the federal government and its agencies could have a material adverse effect on our earnings; we may be required to repurchase mortgage loans or indemnify mortgage loan purchasers as a result of breaches of representations and warranties, borrower fraud, or certain borrower defaults, which could harm our liquidity, results of operations and financial condition; clients could pursue alternatives to bank deposits, causing us to lose a relatively inexpensive source of funding; consumers may decide not to use banks to complete their financial transactions, which could affect net income; we have businesses other than banking which subject us to a variety of risks; hurricanes and other natural disasters may adversely affect loan portfolios and operations and increase the cost of doing business; negative public opinion could damage our reputation and adversely impact our business and revenues; we rely on other companies to provide key components of our business infrastructure; we rely on our systems, employees and certain counterparties, and certain failures could materially adversely affect our operations; we depend on the accuracy and completeness of information about clients and counterparties; regulation by federal and state agencies could adversely affect
 
14

our business, revenue and profit margins; competition in the financial services industry is intense and could result in losing business or reducing margins; future legislation could harm our competitive position; maintaining or increasing market share depends on market acceptance and regulatory approval of new products and services; we may not pay dividends on our common stock; our ability to receive dividends from our subsidiaries accounts for most of our revenue and could affect our liquidity and ability to pay dividends; significant legal actions could subject us to substantial uninsured liabilities; recently declining values of residential real estate may increase our credit losses, which would negatively affect our financial results; deteriorating credit quality, particularly in real estate loans, has adversely impacted us and may continue to adversely impact us; disruptions in our ability to access global capital markets may negatively affect our capital resources and liquidity; any reduction in our credit rating could increase the cost of our funding from the capital markets; we have in the past and may in the future pursue acquisitions, which could affect costs and from which we may not be able to realize anticipated benefits; we depend on the expertise of key personnel; we may not be able to hire or retain additional qualified personnel and recruiting and compensation costs may increase as a result of turnover, both of which may increase costs and reduce profitability and may adversely impact our ability to implement our business strategy; our accounting policies and methods are key to how we report our financial condition and results of operations, and these require us to make estimates about matters that are uncertain; changes in our accounting policies or in accounting standards could materially affect how we report our financial results and condition; our stock price can be volatile; our disclosure controls and procedures may not prevent or detect all errors or acts of fraud; our financial instruments carried at fair value expose us to certain market risks; our revenues derived from our investment securities may be volatile and subject to a variety of risks; we may enter into transactions with off-balance sheet affiliates or our subsidiaries that could result in current or future gains or losses or the possible consolidation of those entities; and we are subject to market risk associated with our asset management and commercial paper conduit businesses.
###
 
15

SunTrust Banks, Inc. and Subsidiaries
FINANCIAL HIGHLIGHTS
(Dollars in millions, except per share data) (Unaudited)

																			
 	  	Three Months
Ended December 31	 	 	%
Change  4	 	 	Twelve Months
Ended December 31	 	 	%
Change  4	 	
 	  	2008	 	 	2007	 	 			 	2008	 	 	2007	 	 			
EARNINGS & DIVIDENDS	  			 			 			 			 			 			
Net income/(loss)	  	($347.6	)	 	$11.1	 	 	NM	%	 	$795.8	 	 	$1,634.0	 	 	(51.3	)%	
Net income/(loss) available to common shareholders	  	(379.2	)	 	3.3	 	 	NM	 	 	746.9	 	 	1,603.7	 	 	(53.4	)	
Total revenue - FTE 2	  	1,926.4	 	 	1,770.8	 	 	8.8	 	 	9,210.6	 	 	8,250.9	 	 	11.6	 	
Total revenue - FTE excluding securities (gains)/losses, net 1	  	1,515.3	 	 	1,765.1	 	 	(14.2	)	 	8,137.3	 	 	8,007.8	 	 	1.6	 	
Net income/(loss) per average common share	  			 			 			 			 			 			
Diluted	  	(1.08	)	 	0.01	 	 	NM	 	 	2.13	 	 	4.55	 	 	(53.2	)	
Basic	  	(1.08	)	 	0.01	 	 	NM	 	 	2.14	 	 	4.59	 	 	(53.4	)	
Dividends paid per average common share	  	0.54	 	 	0.73	 	 	(26.0	)	 	2.85	 	 	2.92	 	 	(2.4	)	
							
CONDENSED BALANCE SHEETS	  			 			 			 			 			 			
Selected Average Balances	  			 			 			 			 			 			
Total assets	  	$177,047	 	 	$175,130	 	 	1.1	%	 	$175,848	 	 	$177,796	 	 	(1.1	)%	
Earning assets	  	153,188	 	 	151,541	 	 	1.1	 	 	152,749	 	 	155,204	 	 	(1.6	)	
Loans	  	127,608	 	 	121,094	 	 	5.4	 	 	125,433	 	 	120,081	 	 	4.5	 	
Consumer and commercial deposits	  	102,238	 	 	99,649	 	 	2.6	 	 	101,333	 	 	98,020	 	 	3.4	 	
Brokered and foreign deposits	  	12,649	 	 	15,717	 	 	(19.5	)	 	14,743	 	 	21,856	 	 	(32.5	)	
Total shareholders’ equity	  	19,778	 	 	18,033	 	 	9.7	 	 	18,481	 	 	17,808	 	 	3.8	 	
							
As of	  			 			 			 			 			 			
Total assets	  	189,289	 	 	179,574	 	 	5.4	 	 			 			 			
Earning assets	  	156,016	 	 	154,397	 	 	1.0	 	 			 			 			
Loans	  	126,998	 	 	122,319	 	 	3.8	 	 			 			 			
Allowance for loan and lease losses	  	2,351	 	 	1,283	 	 	83.2	 	 			 			 			
Consumer and commercial deposits	  	105,359	 	 	101,870	 	 	3.4	 	 			 			 			
Brokered and foreign deposits	  	8,053	 	 	15,973	 	 	(49.6	)	 			 			 			
Total shareholders’ equity	  	22,388	 	 	18,053	 	 	24.0	 	 			 			 			
							
FINANCIAL RATIOS & OTHER DATA	  			 			 			 			 			 			
Return on average total assets	  	(0.78	)%	 	0.03	%	 	NM	%	 	0.45	%	 	0.92	%	 	(51.1	)%	
Return on average assets less net unrealized securities gains 1	  	(1.39	)	 	(0.01	)	 	NM	 	 	0.05	 	 	0.81	 	 	(93.8	)	
Return on average common shareholders’ equity	  	(8.63	)	 	0.07	 	 	NM	 	 	4.26	 	 	9.27	 	 	(54.0	)	
Return on average realized common shareholders’ equity 1	  	(15.54	)	 	(0.33	)	 	NM	 	 	0.19	 	 	8.65	 	 	(97.8	)	
Net interest margin 2	  	3.14	 	 	3.13	 	 	0.3	 	 	3.10	 	 	3.11	 	 	(0.3	)	
Efficiency ratio 2	  	82.47	 	 	82.19	 	 	0.3	 	 	63.95	 	 	63.43	 	 	0.8	 	
Tangible efficiency ratio 1	  	81.57	 	 	80.86	 	 	0.9	 	 	62.64	 	 	62.26	 	 	0.6	 	
Effective tax rate/(benefit)	  	(47.06	)	 	(116.22	)	 	(59.5	)	 	(9.23	)	 	27.36	 	 	NM	 	
Tier 1 capital ratio	  	10.85 	3	 	6.93	 	 	56.6	 	 			 			 			
Total capital ratio	  	14.00 	3	 	10.30	 	 	35.9	 	 			 			 			
Tier 1 leverage ratio	  	10.40 	3	 	6.90	 	 	50.7	 	 			 			 			
Total average shareholders’ equity to total average assets	  	11.17	 	 	10.30	 	 	8.5	 	 	10.51	 	 	10.02	 	 	4.9	 	
Tangible equity to tangible assets 1	  	8.39 	5	 	6.31	 	 	33.1	 	 			 			 			
Tangible common equity to tangible assets 1	  	5.53 	5	 	6.02	 	 	(8.2	)	 			 			 			
Full-time equivalent employees	  	29,333	 	 	32,323	 	 	(9.3	)	 			 			 			
Number of ATMs	  	2,582	 	 	2,507	 	 	3.0	 	 			 			 			
Full service banking offices	  	1,692	 	 	1,682	 	 	0.6	 	 			 			 			
Traditional	  	1,370	 	 	1,343	 	 	2.0	 	 			 			 			
In-store	  	322	 	 	339	 	 	(5.0	)	 			 			 			
							
Book value per common share	  	$48.42	 	 	$50.38	 	 	(3.9	)	 			 			 			
Market price:	  			 			 			 			 			 			
High	  	57.75	 	 	78.76	 	 	(26.7	)	 	70.00	 	 	94.18	 	 	(25.7	)	
Low	  	19.75	 	 	60.02	 	 	(67.1	)	 	19.75	 	 	60.02	 	 	(67.1	)	
Close	  	29.54	 	 	62.49	 	 	(52.7	)	 	29.54	 	 	62.49	 	 	(52.7	)	
Market capitalization	  	10,472	 	 	21,772	 	 	(51.9	)	 			 			 			
							
Average common shares outstanding (000s)	  			 			 			 			 			 			
Diluted	  	351,882	 	 	348,072	 	 	1.1	 	 	350,183	 	 	352,688	 	 	(0.7	)	
Basic	  	350,439	 	 	345,917	 	 	1.3	 	 	348,919	 	 	349,346	 	 	(0.1	)	

1	See Appendix A and Appendix B for reconcilements of non-GAAP performance measures.	

2	Total revenue, net interest margin, and efficiency ratios are presented on a fully taxable-equivalent (“FTE”) basis. The FTE basis adjusts for the tax-favored status of net interest income from certain loans and investments. The Company believes this measure to be the preferred industry measurement of net interest income and it enhances comparability of net interest income arising from taxable and tax-exempt sources. Total revenue - FTE equals net interest income on a FTE basis plus noninterest income.	

3	Current period tier 1 capital, total capital and tier 1 leverage ratios are estimated as of the earnings release date.	

4	“NM” - Not meaningful. Those changes over 100 percent were not considered to be meaningful.	

5	Current period calculation excludes deferred tax amount associated with goodwill in conjunction with Federal Reserve guidance issued in the fourth quarter of 2008.	
 
Page 1

SunTrust Banks, Inc. and Subsidiaries
FIVE QUARTER FINANCIAL HIGHLIGHTS
(Dollars in millions, except per share data) (Unaudited)

																
 	  	Three Months Ended	 	
 	  	December 31
2008	 	 	September 30
2008	 	 	June 30
2008	 	 	March 31
2008	 	 	December 31
2007	 	
EARNINGS & DIVIDENDS	  			 			 			 			 			
Net income/(loss)	  	($347.6	)	 	$312.4	 	 	$540.4	 	 	$290.6	 	 	$11.1	 	
Net income/(loss) available to common shareholders	  	(379.2	)	 	307.3	 	 	535.3	 	 	283.6	 	 	3.3	 	
Total revenue - FTE 2	  	1,926.4	 	 	2,460.9	 	 	2,598.0	 	 	2,225.3	 	 	1,770.8	 	
Total revenue - FTE excluding securities (gains)/losses, net 1	  	1,515.3	 	 	2,287.9	 	 	2,048.2	 	 	2,285.9	 	 	1,765.1	 	
Net income/(loss) per average common share	  			 			 			 			 			
Diluted	  	(1.08	)	 	0.88	 	 	1.53	 	 	0.81	 	 	0.01	 	
Basic	  	(1.08	)	 	0.88	 	 	1.53	 	 	0.82	 	 	0.01	 	
Dividends paid per average common share	  	0.54	 	 	0.77	 	 	0.77	 	 	0.77	 	 	0.73	 	
						
CONDENSED BALANCE SHEETS	  			 			 			 			 			
Selected Average Balances	  			 			 			 			 			
Total assets	  	$177,047	 	 	$173,888	 	 	$175,549	 	 	$176,917	 	 	$175,130	 	
Earning assets	  	153,188	 	 	152,320	 	 	152,483	 	 	153,004	 	 	151,541	 	
Loans	  	127,608	 	 	125,642	 	 	125,192	 	 	123,263	 	 	121,094	 	
Consumer and commercial deposits	  	102,238	 	 	100,200	 	 	101,727	 	 	101,168	 	 	99,649	 	
Brokered and foreign deposits	  	12,649	 	 	15,800	 	 	15,068	 	 	15,469	 	 	15,717	 	
Total shareholders’ equity	  	19,778	 	 	17,982	 	 	18,093	 	 	18,062	 	 	18,033	 	
						
As of	  			 			 			 			 			
Total assets	  	189,289	 	 	174,777	 	 	177,233	 	 	178,987	 	 	179,574	 	
Earning assets	  	156,016	 	 	152,904	 	 	154,716	 	 	152,715	 	 	154,397	 	
Loans	  	126,998	 	 	126,718	 	 	125,825	 	 	123,713	 	 	122,319	 	
Allowance for loan and lease losses	  	2,351	 	 	1,941	 	 	1,829	 	 	1,545	 	 	1,283	 	
Consumer and commercial deposits	  	105,359	 	 	101,829	 	 	102,434	 	 	103,432	 	 	101,870	 	
Brokered and foreign deposits	  	8,053	 	 	14,083	 	 	17,146	 	 	12,747	 	 	15,973	 	
Total shareholders’ equity	  	22,388	 	 	17,956	 	 	17,907	 	 	18,431	 	 	18,053	 	
						
FINANCIAL RATIOS & OTHER DATA	  			 			 			 			 			
Return on average total assets	  	(0.78	)%	 	0.71	%	 	1.24	%	 	0.66	%	 	0.03	%	
Return on average assets less net unrealized securities gains 1	  	(1.39	)	 	0.45	 	 	0.42	 	 	0.72	 	 	(0.01	)	
Return on average common shareholders’ equity	  	(8.63	)	 	6.99	 	 	12.24	 	 	6.49	 	 	0.07	 	
Return on average realized common shareholders’ equity 1	  	(15.54	)	 	4.55	 	 	4.36	 	 	7.69	 	 	(0.33	)	
Net interest margin 2	  	3.14	 	 	3.07	 	 	3.13	 	 	3.07	 	 	3.13	 	
Efficiency ratio 2	  	82.47	 	 	67.78	 	 	53.06	 	 	56.40	 	 	82.19	 	
Tangible efficiency ratio 1	  	81.57	 	 	67.03	 	 	50.57	 	 	55.47	 	 	80.86	 	
Effective tax rate/(benefit)	  	(47.06	)	 	(20.32	)	 	27.29	 	 	23.98	 	 	(116.22	)	
Tier 1 capital ratio	  	10.85 	3	 	8.15	 	 	7.47	 	 	7.23	 	 	6.93	 	
Total capital ratio	  	14.00 	3	 	11.16	 	 	10.85	 	 	10.97	 	 	10.30	 	
Tier 1 leverage ratio	  	10.40 	3	 	7.98	 	 	7.54	 	 	7.22	 	 	6.90	 	
Total average shareholders’ equity to total average assets	  	11.17	 	 	10.34	 	 	10.31	 	 	10.21	 	 	10.30	 	
Tangible equity to tangible assets 1	  	8.39 	4	 	6.40	 	 	6.27	 	 	6.56	 	 	6.31	 	
Tangible common equity to tangible assets 1	  	5.53 	4	 	6.10	 	 	5.97	 	 	6.27	 	 	6.02	 	
Full-time equivalent employees	  	29,333	 	 	29,447	 	 	31,602	 	 	31,745	 	 	32,323	 	
Number of ATMs	  	2,582	 	 	2,506	 	 	2,506	 	 	2,509	 	 	2,507	 	
Full service banking offices	  	1,692	 	 	1,692	 	 	1,699	 	 	1,678	 	 	1,682	 	
Traditional	  	1,370	 	 	1,370	 	 	1,374	 	 	1,343	 	 	1,343	 	
In-store	  	322	 	 	322	 	 	325	 	 	335	 	 	339	 	
						
Book value per common share	  	$48.42	 	 	$49.32	 	 	$49.24	 	 	$51.26	 	 	$50.38	 	
Market price:	  			 			 			 			 			
High	  	57.75	 	 	64.00	 	 	60.80	 	 	70.00	 	 	78.76	 	
Low	  	19.75	 	 	25.60	 	 	32.34	 	 	52.94	 	 	60.02	 	
Close	  	29.54	 	 	44.99	 	 	36.22	 	 	55.14	 	 	62.49	 	
Market capitalization	  	10,472	 	 	15,925	 	 	12,805	 	 	19,290	 	 	21,772	 	
						
Average common shares outstanding (000s)	  			 			 			 			 			
Diluted	  	351,882	 	 	350,970	 	 	349,783	 	 	348,072	 	 	348,072	 	
Basic	  	350,439	 	 	349,916	 	 	348,714	 	 	346,581	 	 	345,917	 	

1	See Appendix A and Appendix B for reconcilements of non-GAAP performance measures.	

2	Total revenue, net interest margin, and efficiency ratios are presented on a fully taxable-equivalent (“FTE”) basis. The FTE basis adjusts for the tax-favored status of net interest income from certain loans and investments. The Company believes this measure to be the preferred industry measurement of net interest income and it enhances comparability of net interest income arising from taxable and tax-exempt sources. Total revenue - FTE equals net interest income on a FTE basis plus noninterest income.	

3	Current period tier 1 capital, total capital and tier 1 leverage ratios are estimated as of the earnings release date.	

4	Current period calculation excludes deferred tax amount associated with goodwill in conjunction with Federal Reserve guidance issued in the fourth quarter of 2008.	
 
Page 2

SunTrust Banks, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share data) (Unaudited)

																									
 	  	Three Months Ended	 	 	Twelve Months Ended	 	
 	  	December 31	 	 	Increase/(Decrease)  2	 	 	December 31	 	 	Increase/(Decrease)  2	 	
 	  	2008	 	 	2007	 	 	Amount	 	 	%	 	 	2008	 	 	2007	 	 	Amount	 	 	%	 	
Interest income	  	$1,985,371	 	 	$2,448,701	 	 	($463,330	)	 	(18.9	)%	 	$8,327,382	 	 	$10,035,920	 	 	($1,708,538	)	 	(17.0	)%	
Interest expense	  	808,511	 	 	1,281,188	 	 	(472,677	)	 	(36.9	)	 	3,707,726	 	 	5,316,376	 	 	(1,608,650	)	 	(30.3	)	
	  	 	 	 	 	 	 			 			 	 	 	 	 	 	 			 			
NET INTEREST INCOME	  	1,176,860	 	 	1,167,513	 	 	9,347	 	 	0.8	 	 	4,619,656	 	 	4,719,544	 	 	(99,888	)	 	(2.1	)	
Provision for loan losses	  	962,494	 	 	356,781	 	 	605,713	 	 	NM	 	 	2,474,215	 	 	664,922	 	 	1,809,293	 	 	NM	 	
	  	 	 	 	 	 	 			 			 	 	 	 	 	 	 			 			
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES	  	214,366	 	 	810,732	 	 	(596,366	)	 	(73.6	)	 	2,145,441	 	 	4,054,622	 	 	(1,909,181	)	 	(47.1	)	

NONINTEREST INCOME	  			 			 			 			 			 			 			 			
Service charges on deposit accounts	  	221,751	 	 	222,213	 	 	(462	)	 	(0.2	)	 	904,127	 	 	822,031	 	 	82,096	 	 	10.0	 	
Trust and investment management income	  	126,426	 	 	170,854	 	 	(44,428	)	 	(26.0	)	 	592,324	 	 	685,034	 	 	(92,710	)	 	(13.5	)	
Retail investment services	  	70,238	 	 	71,650	 	 	(1,412	)	 	(2.0	)	 	289,093	 	 	278,042	 	 	11,051	 	 	4.0	 	
Other charges and fees	  	125,206	 	 	121,849	 	 	3,357	 	 	2.8	 	 	510,794	 	 	479,074	 	 	31,720	 	 	6.6	 	
Investment banking income	  	57,962	 	 	55,041	 	 	2,921	 	 	5.3	 	 	236,533	 	 	214,885	 	 	21,648	 	 	10.1	 	
Trading account profits/(losses) and commissions	  	(61,879	)	 	(437,162	)	 	375,283	 	 	85.8	 	 	38,169	 	 	(361,711	)	 	399,880	 	 	NM	 	
Card fees	  	77,909	 	 	77,481	 	 	428	 	 	0.6	 	 	308,374	 	 	280,706	 	 	27,668	 	 	9.9	 	
Mortgage production related income/(loss)	  	(27,717	)	 	22,366	 	 	(50,083	)	 	NM	 	 	171,368	 	 	90,983	 	 	80,385	 	 	88.4	 	
Mortgage servicing related income/(loss)	  	(336,129	)	 	57,364	 	 	(393,493	)	 	NM	 	 	(211,829	)	 	195,436	 	 	(407,265	)	 	NM	 	
Net gain/(loss) on sale of businesses	  	(2,711	)	 	-	 	 	(2,711	)	 	NM	 	 	198,140	 	 	32,340	 	 	165,800	 	 	NM	 	
Gain on Visa IPO	  	-	 	 	-	 	 	-	 	 	-	 	 	86,305	 	 	-	 	 	86,305	 	 	NM	 	
Net gain on sale/leaseback of premises	  	-	 	 	118,840	 	 	(118,840	)	 	(100.0	)	 	37,039	 	 	118,840	 	 	(81,801	)	 	(68.8	)	
Other noninterest income	  	55,620	 	 	89,827	 	 	(34,207	)	 	(38.1	)	 	239,726	 	 	349,907	 	 	(110,181	)	 	(31.5	)	
Securities gains/(losses), net	  	411,053	 	 	5,694	 	 	405,359	 	 	NM	 	 	1,073,300	 	 	243,117	 	 	830,183	 	 	NM	 	
	  	 	 	 	 	 	 			 			 	 	 	 	 	 	 			 			
Total noninterest income	  	717,729	 	 	576,017	 	 	141,712	 	 	24.6	 	 	4,473,463	 	 	3,428,684	 	 	1,044,779	 	 	30.5	 	

NONINTEREST EXPENSE	  			 			 			 			 			 			 			 			
Employee compensation and benefits	  	638,014	 	 	682,810	 	 	(44,796	)	 	(6.6	)	 	2,761,264	 	 	2,770,188	 	 	(8,924	)	 	(0.3	)	
Net occupancy expense	  	86,620	 	 	92,705	 	 	(6,085	)	 	(6.6	)	 	347,289	 	 	351,238	 	 	(3,949	)	 	(1.1	)	
Outside processing and software	  	143,880	 	 	105,407	 	 	38,473	 	 	36.5	 	 	492,611	 	 	410,945	 	 	81,666	 	 	19.9	 	
Equipment expense	  	47,892	 	 	51,734	 	 	(3,842	)	 	(7.4	)	 	203,209	 	 	206,498	 	 	(3,289	)	 	(1.6	)	
Marketing and customer development	  	51,636	 	 	59,115	 	 	(7,479	)	 	(12.7	)	 	372,235	 	 	195,043	 	 	177,192	 	 	90.8	 	
Amortization/impairment of intangible assets	  	17,259	 	 	23,414	 	 	(6,155	)	 	(26.3	)	 	121,260	 	 	96,680	 	 	24,580	 	 	25.4	 	
Net loss on extinguishment of debt	  	-	 	 	-	 	 	-	 	 	-	 	 	11,723	 	 	9,800	 	 	1,923	 	 	19.6	 	
Visa litigation	  	(14,345	)	 	76,930	 	 	(91,275	)	 	NM	 	 	(33,469	)	 	76,930	 	 	(110,399	)	 	NM	 	
Operating losses	  	236,078	 	 	42,815	 	 	193,263	 	 	NM	 	 	446,178	 	 	134,028	 	 	312,150	 	 	NM	 	
Mortgage reinsurance	  	99,999	 	 	79	 	 	99,920	 	 	NM	 	 	179,927	 	 	174	 	 	179,753	 	 	NM	 	
Other noninterest expense	  	281,605	 	 	320,332	 	 	(38,727	)	 	(12.1	)	 	988,174	 	 	982,253	 	 	5,921	 	 	0.6	 	
	  	 	 	 	 	 	 			 			 	 	 	 	 	 	 			 			
Total noninterest expense	  	1,588,638	 	 	1,455,341	 	 	133,297	 	 	9.2	 	 	5,890,401	 	 	5,233,777	 	 	656,624	 	 	12.5	 	

INCOME/(LOSS) BEFORE PROVISION/(BENEFIT) FOR INCOME TAXES	  	(656,543	)	 	(68,592	)	 	(587,951	)	 	NM	 	 	728,503	 	 	2,249,529	 	 	(1,521,026	)	 	(67.6	)	
Provision/(benefit) for income taxes	  	(308,956	)	 	(79,716	)	 	(229,240	)	 	NM	 	 	(67,271	)	 	615,514	 	 	(682,785	)	 	NM	 	
	  	 	 	 	 	 	 			 			 	 	 	 	 	 	 			 			
Net income/(loss)	  	(347,587	)	 	11,124	 	 	(358,711	)	 	NM	 	 	795,774	 	 	1,634,015	 	 	(838,241	)	 	(51.3	)	
Preferred dividends, Series A	  	5,055	 	 	7,867	 	 	(2,812	)	 	(35.7	)	 	22,255	 	 	30,275	 	 	(8,020	)	 	(26.5	)	
U.S. Treasury preferred dividends	  	26,579	 	 	-	 	 	26,579	 	 	NM	 	 	26,579	 	 	-	 	 	26,579	 	 	NM	 	
	  	 	 	 	 	 	 			 			 	 	 	 	 	 	 			 			
NET INCOME/(LOSS) AVAILABLE TO COMMON SHAREHOLDERS	  	($379,221	)	 	$3,257	 	 	($382,478	)	 	NM	 	 	$746,940	 	 	$1,603,740	 	 	($856,800	)	 	(53.4	)	
	  	 	 	 	 	 	 			 			 	 	 	 	 	 	 			 			
Net interest income - FTE 1	  	$1,208,650	 	 	$1,194,757	 	 	$13,893	 	 	1.2	 	 	$4,737,143	 	 	$4,822,224	 	 	($85,081	)	 	(1.8	)	
									
Net income/(loss) per average common share	  			 			 			 			 			 			 			 			
Diluted	  	(1.08	)	 	0.01	 	 	(1.09	)	 	NM	 	 	2.13	 	 	4.55	 	 	(2.42	)	 	(53.2	)	
Basic	  	(1.08	)	 	0.01	 	 	(1.09	)	 	NM	 	 	2.14	 	 	4.59	 	 	(2.45	)	 	(53.4	)	
									
Cash dividends paid per common share	  	0.54	 	 	0.73	 	 	(0.19	)	 	(26.0	)	 	2.85	 	 	2.92	 	 	(0.07	)	 	(2.4	)	
Average common shares outstanding (000s)	  			 			 			 			 			 			 			 			
Diluted	  	351,882	 	 	348,072	 	 	3,810	 	 	1.1	 	 	350,183	 	 	352,688	 	 	(2,505	)	 	(0.7	)	
Basic	  	350,439	 	 	345,917	 	 	4,522	 	 	1.3	 	 	348,919	 	 	349,346	 	 	(427	)	 	(0.1	)	

1	Net interest income includes the effects of FTE adjustments using a federal tax rate of 35% and state income taxes where applicable to increase tax-exempt interest income to a taxable-equivalent basis.	

2	“NM” - Not meaningful. Those changes over 100 percent were not considered to be meaningful.	
 
Page 3

SunTrust Banks, Inc. and Subsidiaries
FIVE QUARTER CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share data) (Unaudited)

																
 	  	Three Months Ended	 	
 	  	December 31
2008	 	 	September 30
2008	 	 	June 30
2008	 	 	March 31
2008	 	 	December 31
2007	 	
Interest income	  	$1,985,371	 	 	$2,017,314	 	 	$2,066,365	 	 	$2,258,332	 	 	$2,448,701	 	
Interest expense	  	808,511	 	 	871,101	 	 	909,649	 	 	1,118,465	 	 	1,281,188	 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
NET INTEREST INCOME	  	1,176,860	 	 	1,146,213	 	 	1,156,716	 	 	1,139,867	 	 	1,167,513	 	
Provision for loan losses	  	962,494	 	 	503,672	 	 	448,027	 	 	560,022	 	 	356,781	 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES	  	214,366	 	 	642,541	 	 	708,689	 	 	579,845	 	 	810,732	 	

NONINTEREST INCOME	  			 			 			 			 			
Service charges on deposit accounts	  	221,751	 	 	240,241	 	 	230,296	 	 	211,839	 	 	222,213	 	
Trust and investment management income	  	126,426	 	 	147,477	 	 	157,319	 	 	161,102	 	 	170,854	 	
Retail investment services	  	70,238	 	 	72,791	 	 	73,764	 	 	72,300	 	 	71,650	 	
Other charges and fees	  	125,206	 	 	128,776	 	 	129,581	 	 	127,231	 	 	121,849	 	
Investment banking income	  	57,962	 	 	62,164	 	 	60,987	 	 	55,420	 	 	55,041	 	
Trading account profits/(losses) and commissions	  	(61,879	)	 	121,136	 	 	(49,306	)	 	28,218	 	 	(437,162	)	
Card fees	  	77,909	 	 	78,138	 	 	78,566	 	 	73,761	 	 	77,481	 	
Mortgage production related income/(loss)	  	(27,717	)	 	50,028	 	 	63,508	 	 	85,549	 	 	22,366	 	
Mortgage servicing related income/(loss)	  	(336,129	)	 	62,654	 	 	32,548	 	 	29,098	 	 	57,364	 	
Net gain/(loss) on sale of businesses	  	(2,711	)	 	81,813	 	 	29,648	 	 	89,390	 	 	-	 	
Gain on Visa IPO	  	-	 	 	-	 	 	-	 	 	86,305	 	 	-	 	
Net gain on sale/leaseback of premises	  	-	 	 	-	 	 	-	 	 	37,039	 	 	118,840	 	
Other noninterest income	  	55,620	 	 	66,958	 	 	56,312	 	 	60,836	 	 	89,827	 	
Securities gains/(losses), net	  	411,053	 	 	173,046	 	 	549,787	 	 	(60,586	)	 	5,694	 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total noninterest income	  	717,729	 	 	1,285,222	 	 	1,413,010	 	 	1,057,502	 	 	576,017	 	

NONINTEREST EXPENSE	  			 			 			 			 			
Employee compensation and benefits	  	638,014	 	 	696,210	 	 	711,957	 	 	715,083	 	 	682,810	 	
Net occupancy expense	  	86,620	 	 	88,745	 	 	85,483	 	 	86,441	 	 	92,705	 	
Outside processing and software	  	143,880	 	 	132,361	 	 	107,205	 	 	109,165	 	 	105,407	 	
Equipment expense	  	47,892	 	 	51,931	 	 	50,991	 	 	52,395	 	 	51,734	 	
Marketing and customer development	  	51,636	 	 	217,693	 	 	47,203	 	 	55,703	 	 	59,115	 	
Amortization/impairment of intangible assets	  	17,259	 	 	18,551	 	 	64,735	 	 	20,715	 	 	23,414	 	
Net loss on extinguishment of debt	  	-	 	 	-	 	 	-	 	 	11,723	 	 	-	 	
Visa litigation	  	(14,345	)	 	20,000	 	 	-	 	 	(39,124	)	 	76,930	 	
Operating losses	  	236,078	 	 	135,183	 	 	44,654	 	 	30,263	 	 	42,815	 	
Mortgage reinsurance	  	99,999	 	 	47,956	 	 	24,961	 	 	7,011	 	 	79	 	
Other noninterest expense	  	281,605	 	 	259,456	 	 	241,344	 	 	205,769	 	 	320,332	 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total noninterest expense	  	1,588,638	 	 	1,668,086	 	 	1,378,533	 	 	1,255,144	 	 	1,455,341	 	

INCOME/(LOSS) BEFORE PROVISION/(BENEFIT) FOR INCOME TAXES	  	(656,543	)	 	259,677	 	 	743,166	 	 	382,203	 	 	(68,592	)	
Provision/(benefit) for income taxes	  	(308,956	)	 	(52,767	)	 	202,804	 	 	91,648	 	 	(79,716	)	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income/(loss)	  	(347,587	)	 	312,444	 	 	540,362	 	 	290,555	 	 	11,124	 	
Preferred dividends, Series A	  	5,055	 	 	5,111	 	 	5,112	 	 	6,977	 	 	7,867	 	
U.S. Treasury preferred dividends	  	26,579	 	 	-	 	 	-	 	 	-	 	 	-	 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
NET INCOME/(LOSS) AVAILABLE TO COMMON SHAREHOLDERS	  	($379,221	)	 	$307,333	 	 	$535,250	 	 	$283,578	 	 	$3,257	 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net interest income - FTE 1	  	$1,208,650	 	 	$1,175,679	 	 	$1,184,972	 	 	$1,167,842	 	 	$1,194,757	 	
						
Net income/(loss) per average common share	  			 			 			 			 			
Diluted	  	(1.08	)	 	0.88	 	 	1.53	 	 	0.81	 	 	0.01	 	
Basic	  	(1.08	)	 	0.88	 	 	1.53	 	 	0.82	 	 	0.01	 	
						
Cash dividends paid per common share	  	0.54	 	 	0.77	 	 	0.77	 	 	0.77	 	 	0.73	 	
Average common shares outstanding (000s)	  			 			 			 			 			
Diluted	  	351,882	 	 	350,970	 	 	349,783	 	 	348,072	 	 	348,072	 	
Basic	  	350,439	 	 	349,916	 	 	348,714	 	 	346,581	 	 	345,917	 	

1 	Net interest income includes the effects of FTE adjustments using a federal tax rate of 35% and state income taxes where applicable to increase tax-exempt interest income to a taxable-equivalent basis.	
 
Page 4

SunTrust Banks, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands) (Unaudited)

													
 	  	As of December 31	 	 	Increase/(Decrease)  3	 	
 	  	2008	 	 	2007	 	 	Amount	 	 	%	 	
ASSETS	  			 			 			 			
Cash and due from banks	  	$5,622,789	 	 	$4,270,917	 	 	$1,351,872	 	 	31.7	%	
Interest-bearing deposits in other banks	  	23,999	 	 	24,355	 	 	(356	)	 	(1.5	)	
Funds sold and securities purchased under agreements to resell	  	990,614	 	 	1,347,329	 	 	(356,715	)	 	(26.5	)	
Trading assets	  	10,431,091	 	 	10,518,379	 	 	(87,288	)	 	(0.8	)	
Securities available for sale 1	  	19,696,537	 	 	16,264,107	 	 	3,432,430	 	 	21.1	 	
Loans held for sale	  	4,032,128	 	 	8,851,695	 	 	(4,819,567	)	 	(54.4	)	
Loans:	  			 			 			 			
Commercial	  	41,039,945	 	 	35,929,400	 	 	5,110,545	 	 	14.2	 	
Real estate:	  			 			 			 			
Home equity lines	  	16,454,382	 	 	14,911,598	 	 	1,542,784	 	 	10.3	 	
Construction	  	9,863,961	 	 	13,776,651	 	 	(3,912,690	)	 	(28.4	)	
Residential mortgages	  	32,065,839	 	 	32,779,744	 	 	(713,905	)	 	(2.2	)	
Commercial real estate	  	14,957,082	 	 	12,609,543	 	 	2,347,539	 	 	18.6	 	
Consumer:	  			 			 			 			
Direct	  	5,139,335	 	 	3,963,869	 	 	1,175,466	 	 	29.7	 	
Indirect	  	6,507,622	 	 	7,494,130	 	 	(986,508	)	 	(13.2	)	
Credit card	  	970,277	 	 	854,059	 	 	116,218	 	 	13.6	 	
	  	 	 	 	 	 	 			 			
Total loans	  	126,998,443	 	 	122,318,994	 	 	4,679,449	 	 	3.8	 	
Allowance for loan and lease losses	  	(2,350,996	)	 	(1,282,504	)	 	1,068,492	 	 	83.3	 	
	  	 	 	 	 	 	 			 			
Net loans	  	124,647,447	 	 	121,036,490	 	 	3,610,957	 	 	3.0	 	
Goodwill	  	7,043,503	 	 	6,921,493	 	 	122,010	 	 	1.8	 	
Other intangible assets	  	1,035,427	 	 	1,362,995	 	 	(327,568	)	 	(24.0	)	
Other real estate owned	  	500,481	 	 	183,753	 	 	316,728	 	 	NM	 	
Other assets	  	15,264,958	 	 	8,792,420	 	 	6,472,538	 	 	73.6	 	
	  	 	 	 	 	 	 			 			
Total assets 2	  	$189,288,974	 	 	$179,573,933	 	 	$9,715,041	 	 	5.4	 	

LIABILITIES	  			 			 			 			
Noninterest-bearing consumer and commercial deposits	  	$21,605,212	 	 	$21,083,234	 	 	$521,978	 	 	2.5	%	
Interest-bearing consumer and commercial deposits:	  			 			 			 			
NOW accounts	  	21,349,609	 	 	22,558,374	 	 	(1,208,765	)	 	(5.4	)	
Money market accounts	  	28,744,308	 	 	24,522,640	 	 	4,221,668	 	 	17.2	 	
Savings	  	3,345,187	 	 	3,917,099	 	 	(571,912	)	 	(14.6	)	
Consumer time	  	17,239,725	 	 	17,264,208	 	 	(24,483	)	 	(0.1	)	
Other time	  	13,074,857	 	 	12,524,470	 	 	550,387	 	 	4.4	 	
	  	 	 	 	 	 	 			 			
Total consumer and commercial deposits	  	105,358,898	 	 	101,870,025	 	 	3,488,873	 	 	3.4	 	
Brokered deposits	  	7,667,167	 	 	11,715,024	 	 	(4,047,857	)	 	(34.6	)	
Foreign deposits	  	385,510	 	 	4,257,601	 	 	(3,872,091	)	 	(90.9	)	
	  	 	 	 	 	 	 			 			
Total deposits	  	113,411,575	 	 	117,842,650	 	 	(4,431,075	)	 	(3.8	)	
Funds purchased	  	1,120,079	 	 	3,431,185	 	 	(2,311,106	)	 	(67.4	)	
Securities sold under agreements to repurchase	  	3,193,311	 	 	5,748,277	 	 	(2,554,966	)	 	(44.4	)	
Other short-term borrowings	  	5,199,360	 	 	3,021,358	 	 	2,178,002	 	 	72.1	 	
Long-term debt	  	26,812,381	 	 	22,956,508	 	 	3,855,873	 	 	16.8	 	
Trading liabilities	  	3,275,606	 	 	2,160,385	 	 	1,115,221	 	 	51.6	 	
Other liabilities	  	13,888,553	 	 	6,361,052	 	 	7,527,501	 	 	NM	 	
	  	 	 	 	 	 	 			 			
Total liabilities	  	166,900,865	 	 	161,521,415	 	 	5,379,450	 	 	3.3	 	

SHAREHOLDERS’ EQUITY	  			 			 			 			
Preferred stock, no par value	  	5,221,703	 	 	500,000	 	 	4,721,703	 	 	NM	 	
Common stock, $1.00 par value	  	372,799	 	 	370,578	 	 	2,221	 	 	0.6	 	
Additional paid in capital	  	6,904,644	 	 	6,707,293	 	 	197,351	 	 	2.9	 	
Retained earnings	  	10,388,984	 	 	10,646,640	 	 	(257,656	)	 	(2.4	)	
Treasury stock, at cost, and other	  	(1,481,146	)	 	(1,779,142	)	 	(297,996	)	 	(16.7	)	
Accumulated other comprehensive income, net of tax	  	981,125	 	 	1,607,149	 	 	(626,024	)	 	(39.0	)	
	  	 	 	 	 	 	 			 			
Total shareholders’ equity	  	22,388,109	 	 	18,052,518	 	 	4,335,591	 	 	24.0	 	
	  	 	 	 	 	 	 			 			
Total liabilities and shareholders’ equity	  	$189,288,974	 	 	$179,573,933	 	 	$9,715,041	 	 	5.4	 	

Common shares outstanding	  	354,515,013	 	 	348,411,163	 	 	6,103,850	 	 	1.8	 	
Common shares authorized	  	750,000,000	 	 	750,000,000	 	 	-	 	 	-	 	
Preferred shares outstanding	  	53,500	 	 	5,000	 	 	48,500	 	 	NM	 	
Preferred shares authorized	  	50,000,000	 	 	50,000,000	 	 	-	 	 	-	 	
Treasury shares of common stock	  	18,284,356	 	 	22,167,235	 	 	(3,882,879	)	 	(17.5	)	
1         Includes net unrealized gains of	  	$1,413,330	 	 	$2,724,643	 	 	($1,311,313)	 	 	(48.1)%	 	
2        Includes earning assets of	  	156,016,463	 	 	154,397,231	 	 	1,619,232	 	 	1.0   	    	
3        “NM” - Not meaningful. Those changes over 100 percent were not considered to be meaningful.	  			 			 			 			
 
Page 5

SunTrust Banks, Inc. and Subsidiaries
FIVE QUARTER CONSOLIDATED BALANCE SHEETS
(Dollars in thousands) (Unaudited)

																
 	  	As of	 	
 	  	December 31
2008	 	 	September 30
2008	 	 	June 30
2008	 	 	March 31
2008	 	 	December 31
2007	 	
ASSETS	  			 			 			 			 			
Cash and due from banks	  	$5,622,789	 	 	$3,065,268	 	 	$3,564,824	 	 	$3,994,267	 	 	$4,270,917	 	
Interest-bearing deposits in other banks	  	23,999	 	 	65,025	 	 	22,566	 	 	21,283	 	 	24,355	 	
Funds sold and securities purchased under agreements to resell	  	990,614	 	 	1,440,234	 	 	1,920,276	 	 	1,247,495	 	 	1,347,329	 	
Trading assets	  	10,431,091	 	 	8,936,540	 	 	10,147,021	 	 	10,932,251	 	 	10,518,379	 	
Securities available for sale 1	  	19,696,537	 	 	14,533,075	 	 	15,118,073	 	 	15,882,088	 	 	16,264,107	 	
Loans held for sale	  	4,032,128	 	 	4,759,761	 	 	5,260,892	 	 	6,977,289	 	 	8,851,695	 	
Loans:	  			 			 			 			 			
Commercial	  	41,039,945	 	 	40,084,729	 	 	38,800,537	 	 	37,306,872	 	 	35,929,400	 	
Real estate:	  			 			 			 			 			
Home equity lines	  	16,454,382	 	 	16,159,053	 	 	15,726,998	 	 	15,134,297	 	 	14,911,598	 	
Construction	  	9,863,961	 	 	11,519,497	 	 	12,542,775	 	 	12,980,917	 	 	13,776,651	 	
Residential mortgages	  	32,065,839	 	 	32,382,111	 	 	32,509,029	 	 	33,092,433	 	 	32,779,744	 	
Commercial real estate	  	14,957,082	 	 	13,841,995	 	 	13,693,933	 	 	12,893,708	 	 	12,609,543	 	
Consumer:	  			 			 			 			 			
Direct	  	5,139,335	 	 	4,930,531	 	 	4,528,576	 	 	4,192,168	 	 	3,963,869	 	
Indirect	  	6,507,622	 	 	6,796,898	 	 	7,077,510	 	 	7,305,213	 	 	7,494,130	 	
Credit card	  	970,277	 	 	1,003,581	 	 	945,446	 	 	807,587	 	 	854,059	 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total loans	  	126,998,443	 	 	126,718,395	 	 	125,824,804	 	 	123,713,195	 	 	122,318,994	 	
Allowance for loan and lease losses	  	(2,350,996	)	 	(1,941,000	)	 	(1,829,400	)	 	(1,545,340	)	 	(1,282,504	)	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net loans	  	124,647,447	 	 	124,777,395	 	 	123,995,404	 	 	122,167,855	 	 	121,036,490	 	
Goodwill	  	7,043,503	 	 	7,062,869	 	 	7,056,015	 	 	6,923,033	 	 	6,921,493	 	
Other intangible assets	  	1,035,427	 	 	1,389,965	 	 	1,442,056	 	 	1,430,268	 	 	1,362,995	 	
Other real estate owned	  	500,481	 	 	387,037	 	 	334,519	 	 	244,906	 	 	183,753	 	
Other assets	  	15,264,958	 	 	8,359,591	 	 	8,371,081	 	 	9,166,212	 	 	8,792,420	 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total assets 2	  	$189,288,974	 	 	$174,776,760	 	 	$177,232,727	 	 	$178,986,947	 	 	$179,573,933	 	

LIABILITIES	  			 			 			 			 			
Noninterest-bearing consumer and commercial deposits	  	$21,605,212	 	 	$21,487,853	 	 	$22,184,774	 	 	$22,325,750	 	 	$21,083,234	 	
Interest-bearing consumer and commercial deposits:	  			 			 			 			 			
NOW accounts	  	21,349,609	 	 	20,313,035	 	 	21,612,407	 	 	22,292,330	 	 	22,558,374	 	
Money market accounts	  	28,744,308	 	 	27,654,355	 	 	26,016,859	 	 	25,843,396	 	 	24,522,640	 	
Savings	  	3,345,187	 	 	3,568,831	 	 	3,990,277	 	 	3,990,007	 	 	3,917,099	 	
Consumer time	  	17,239,725	 	 	16,566,225	 	 	16,582,510	 	 	16,876,836	 	 	17,264,208	 	
Other time	  	13,074,857	 	 	12,238,642	 	 	12,046,718	 	 	12,104,125	 	 	12,524,470	 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total consumer and commercial deposits	  	105,358,898	 	 	101,828,941	 	 	102,433,545	 	 	103,432,444	 	 	101,870,025	 	
Brokered deposits	  	7,667,167	 	 	9,141,001	 	 	12,607,183	 	 	11,034,332	 	 	11,715,024	 	
Foreign deposits	  	385,510	 	 	4,941,939	 	 	4,538,435	 	 	1,712,504	 	 	4,257,601	 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total deposits	  	113,411,575	 	 	115,911,881	 	 	119,579,163	 	 	116,179,280	 	 	117,842,650	 	
Funds purchased	  	1,120,079	 	 	2,388,629	 	 	3,063,696	 	 	3,795,641	 	 	3,431,185	 	
Securities sold under agreements to repurchase	  	3,193,311	 	 	4,090,085	 	 	5,156,986	 	 	5,446,204	 	 	5,748,277	 	
Other short-term borrowings	  	5,199,360	 	 	2,728,307	 	 	2,682,808	 	 	3,061,003	 	 	3,021,358	 	
Long-term debt	  	26,812,381	 	 	23,857,828	 	 	21,327,576	 	 	23,602,919	 	 	22,956,508	 	
Trading liabilities	  	3,275,606	 	 	1,924,013	 	 	2,430,521	 	 	2,356,037	 	 	2,160,385	 	
Other liabilities	  	13,888,553	 	 	5,919,992	 	 	5,084,825	 	 	6,114,415	 	 	6,361,052	 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total liabilities	  	166,900,865	 	 	156,820,735	 	 	159,325,575	 	 	160,555,499	 	 	161,521,415	 	

SHAREHOLDERS’ EQUITY	  			 			 			 			 			
Preferred stock, no par value	  	5,221,703	 	 	500,000	 	 	500,000	 	 	500,000	 	 	500,000	 	
Common stock, $1.00 par value	  	372,799	 	 	372,799	 	 	372,799	 	 	370,578	 	 	370,578	 	
Additional paid in capital	  	6,904,644	 	 	6,783,976	 	 	6,799,935	 	 	6,682,828	 	 	6,707,293	 	
Retained earnings	  	10,388,984	 	 	10,959,830	 	 	10,924,650	 	 	10,661,250	 	 	10,646,640	 	
Treasury stock, at cost, and other	  	(1,481,146	)	 	(1,548,870	)	 	(1,612,167	)	 	(1,692,117	)	 	(1,779,142	)	
Accumulated other comprehensive income, net of tax	  	981,125	 	 	888,290	 	 	921,935	 	 	1,908,909	 	 	1,607,149	 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total shareholders’ equity	  	22,388,109	 	 	17,956,025	 	 	17,907,152	 	 	18,431,448	 	 	18,052,518	 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total liabilities and shareholders’ equity	  	$189,288,974	 	 	$174,776,760	 	 	$177,232,727	 	 	$178,986,947	 	 	$179,573,933	 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Common shares outstanding	  	354,515,013	 	 	353,962,785	 	 	353,542,105	 	 	349,832,264	 	 	348,411,163	 	
Common shares authorized	  	750,000,000	 	 	750,000,000	 	 	750,000,000	 	 	750,000,000	 	 	750,000,000	 	
Preferred shares outstanding	  	53,500	 	 	5,000	 	 	5,000	 	 	5,000	 	 	5,000	 	
Preferred shares authorized	  	50,000,000	 	 	50,000,000	 	 	50,000,000	 	 	50,000,000	 	 	50,000,000	 	
Treasury shares of common stock	  	18,284,356	 	 	18,836,584	 	 	19,257,264	 	 	20,746,134	 	 	22,167,235	 	
1         Includes net unrealized gains of	  	$1,413,330	 	 	$1,519,449	 	 	$1,655,504	 	 	$2,835,823	 	 	$2,724,643	 	
2        Includes earning assets of	  	156,016,463	 	 	152,903,782	 	 	154,716,384	 	 	152,714,700	 	 	154,397,231	 	
 
Page 6

SunTrust Banks, Inc. and Subsidiaries
CONSOLIDATED DAILY AVERAGE BALANCES,
AVERAGE YIELDS EARNED AND RATES PAID
(Dollars in millions; yields on taxable-equivalent basis) (Unaudited)

																	
 	  	Three Months Ended	 	
 	  	December 31, 2008	 	 	September 30, 2008	 	
 	  	Average
Balances	 	 	Interest
Income/
Expense	  	Yields/
Rates	 	 	Average
Balances	 	 	Interest
Income/
Expense	  	Yields/
Rates	 	
ASSETS	  			 		  			 			 		  			
Loans:	  			 		  			 			 		  			
Real estate 1-4 family	  	$31,006.9	 	 	$482.4	  	6.22	%	 	$31,486.5	 	 	$494.0	  	6.28	%	
Real estate construction	  	8,914.8	 	 	106.5	  	4.75	 	 	10,501.9	 	 	130.0	  	4.92	 	
Real estate home equity lines	  	15,803.1	 	 	173.8	  	4.38	 	 	15,424.4	 	 	193.0	  	4.98	 	
Real estate commercial	  	14,736.8	 	 	202.2	  	5.46	 	 	14,138.6	 	 	193.4	  	5.44	 	
Commercial - FTE 1	  	40,463.8	 	 	540.5	  	5.31	 	 	38,064.4	 	 	508.5	  	5.32	 	
Credit card (consumer and commercial)	  	999.0	 	 	16.9	  	6.76	 	 	859.7	 	 	9.4	  	4.36	 	
Consumer - direct	  	5,009.4	 	 	65.3	  	5.18	 	 	4,705.0	 	 	62.9	  	5.32	 	
Consumer - indirect	  	6,820.9	 	 	109.6	  	6.39	 	 	7,152.3	 	 	114.0	  	6.34	 	
Nonaccrual and restructured	  	3,853.2	 	 	5.1	  	0.53	 	 	3,309.2	 	 	7.4	  	0.88	 	
	  	 	 	 	 	  	 	 	 	 	 	 	 	  	 	 	
Total loans	  	127,607.9	 	 	1,702.3	  	5.31	 	 	125,642.0	 	 	1,712.6	  	5.42	 	
Securities available for sale:	  			 		  			 			 		  			
Taxable	  	13,071.2	 	 	183.8	  	5.63	 	 	11,944.2	 	 	174.4	  	5.84	 	
Tax-exempt - FTE 1	  	1,007.9	 	 	15.2	  	6.04	 	 	1,017.2	 	 	15.5	  	6.07	 	
	  	 	 	 	 	  	 	 	 	 	 	 	 	  	 	 	
Total securities available for sale - FTE 1	  	14,079.1	 	 	199.0	  	5.65	 	 	12,961.4	 	 	189.9	  	5.86	 	
Funds sold and securities purchased under agreements to resell	  	963.2	 	 	1.9	  	0.77	 	 	1,649.7	 	 	7.5	  	1.79	 	
Loans held for sale	  	3,968.3	 	 	53.5	  	5.39	 	 	4,459.3	 	 	65.0	  	5.82	 	
Interest-bearing deposits	  	30.9	 	 	0.2	  	2.14	 	 	28.0	 	 	0.2	  	2.81	 	
Interest earning trading assets	  	6,538.5	 	 	60.3	  	3.67	 	 	7,579.4	 	 	71.6	  	3.76	 	
	  	 	 	 	 	  	 	 	 	 	 	 	 	  	 	 	
Total earning assets	  	153,187.9	 	 	2,017.2	  	5.24	 	 	152,319.8	 	 	2,046.8	  	5.35	 	
Allowance for loan and lease losses	  	(1,997.9	)	 		  			 	(2,035.8	)	 		  			
Cash and due from banks	  	3,218.6	 	 		  			 	2,918.1	 	 		  			
Other assets	  	17,695.3	 	 		  			 	17,120.7	 	 		  			
Noninterest earning trading assets	  	3,571.8	 	 		  			 	2,039.3	 	 		  			
Unrealized gains on securities available for sale, net	  	1,371.6	 	 		  			 	1,526.4	 	 		  			
	  	 	 	 		  			 	 	 	 		  			
Total assets	  	$177,047.3	 	 		  			 	$173,888.5	 	 		  			

LIABILITIES AND SHAREHOLDERS’ EQUITY	  			 		  			 			 		  			
Interest-bearing deposits:	  			 		  			 			 		  			
NOW accounts	  	$20,095.0	 	 	$32.6	  	0.65	%	 	$20,501.5	 	 	$55.9	  	1.08	%	
Money market accounts	  	27,968.7	 	 	126.3	  	1.80	 	 	26,897.1	 	 	122.5	  	1.81	 	
Savings	  	3,460.0	 	 	2.8	  	0.32	 	 	3,770.9	 	 	3.8	  	0.40	 	
Consumer time	  	17,043.5	 	 	141.9	  	3.31	 	 	16,282.1	 	 	144.2	  	3.52	 	
Other time	  	12,716.6	 	 	112.0	  	3.50	 	 	11,868.3	 	 	106.8	  	3.58	 	
	  	 	 	 	 	  	 	 	 	 	 	 	 	  	 	 	
Total interest-bearing consumer and commercial deposits	  	81,283.8	 	 	415.6	  	2.03	 	 	79,319.9	 	 	433.2	  	2.17	 	
Brokered deposits	  	8,942.3	 	 	84.3	  	3.69	 	 	10,693.5	 	 	90.8	  	3.32	 	
Foreign deposits	  	3,706.4	 	 	4.0	  	0.42	 	 	5,106.3	 	 	21.9	  	1.68	 	
	  	 	 	 	 	  	 	 	 	 	 	 	 	  	 	 	
Total interest-bearing deposits	  	93,932.5	 	 	503.9	  	2.13	 	 	95,119.7	 	 	545.9	  	2.28	 	
Funds purchased	  	2,156.1	 	 	3.8	  	0.69	 	 	2,658.5	 	 	12.3	  	1.80	 	
Securities sold under agreements to repurchase	  	3,609.4	 	 	3.1	  	0.33	 	 	4,971.7	 	 	19.1	  	1.50	 	
Interest-bearing trading liabilities	  	585.9	 	 	5.7	  	3.87	 	 	994.5	 	 	8.8	  	3.53	 	
Other short-term borrowings	  	4,163.5	 	 	8.0	  	0.77	 	 	2,521.0	 	 	11.2	  	1.77	 	
Long-term debt	  	24,037.8	 	 	284.0	  	4.70	 	 	22,419.4	 	 	273.8	  	4.86	 	
	  	 	 	 	 	  	 	 	 	 	 	 	 	  	 	 	
Total interest-bearing liabilities	  	128,485.2	 	 	808.5	  	2.50	 	 	128,684.8	 	 	871.1	  	2.69	 	
Noninterest-bearing deposits	  	20,954.6	 	 		  			 	20,879.9	 	 		  			
Other liabilities	  	5,237.7	 	 		  			 	4,961.1	 	 		  			
Noninterest-bearing trading liabilities	  	2,591.8	 	 		  			 	1,380.8	 	 		  			
Shareholders’ equity	  	19,778.0	 	 		  			 	17,981.9	 	 		  			
	  	 	 	 		  			 	 	 	 		  			
Total liabilities and shareholders’ equity	  	$177,047.3	 	 		  			 	$173,888.5	 	 		  			
	  	 	 	 		  	 	 	 	 	 	 		  	 	 	
Interest Rate Spread	  			 		  	2.74	%	 			 		  	2.66	%	
	  			 	 	  	 	 	 			 	 	  	 	 	
Net Interest Income - FTE 1	  			 	$1,208.7	  			 			 	$1,175.7	  			
	  			 	 	  	 	 	 			 	 	  	 	 	
Net Interest Margin 2	  			 		  	3.14	%	 			 		  	3.07	%	

1	The fully taxable-equivalent (“FTE”) basis adjusts for the tax-favored status of net interest income from certain loans and investments. The Company believes this measure to be the preferred industry measurement of net interest income and it enhances comparability of net interest income arising from taxable and tax-exempt sources.	

2	The net interest margin is calculated by dividing annualized net interest income - FTE by average total earning assets.	
 
Page 7

SunTrust Banks, Inc. and Subsidiaries
CONSOLIDATED DAILY AVERAGE BALANCES,
AVERAGE YIELDS EARNED AND RATES PAID
(Dollars in millions; yields on taxable-equivalent basis) (Unaudited)

																									
 	  	Three Months Ended	 	
 	  	June 30, 2008	 	 	March 31, 2008	 	 	December 31, 2007	 	
 	  	Average
Balances	 	 	Interest
Income/
Expense	  	Yields/
Rates	 	 	Average
Balances	 	 	Interest
Income/
Expense	  	Yields/
Rate	 	 	Average
Balances	 	 	Interest
Income/
Expense	  	Yields/
Rates	 	
ASSETS	  			 		  			 			 		  			 			 		  			
Loans:	  			 		  			 			 		  			 			 		  			
Real estate 1-4 family	  	$32,113.4	 	 	$507.0	  	6.32	%	 	$32,440.0	 	 	$521.3	  	6.43	%	 	$31,990.3	 	 	$517.4	  	6.47	%	
Real estate construction	  	11,471.9	 	 	149.5	  	5.24	 	 	12,450.2	 	 	189.8	  	6.13	 	 	13,250.9	 	 	238.8	  	7.15	 	
Real estate home equity lines	  	14,980.1	 	 	195.8	  	5.26	 	 	14,603.0	 	 	234.3	  	6.45	 	 	14,394.8	 	 	268.1	  	7.39	 	
Real estate commercial	  	13,876.7	 	 	192.8	  	5.59	 	 	13,113.1	 	 	201.3	  	6.17	 	 	12,891.6	 	 	221.2	  	6.81	 	
Commercial - FTE 1	  	37,600.1	 	 	501.4	  	5.36	 	 	36,374.6	 	 	539.2	  	5.96	 	 	34,879.3	 	 	564.9	  	6.43	 	
Credit card (consumer and commercial)	  	816.0	 	 	5.4	  	2.62	 	 	774.4	 	 	2.9	  	1.52	 	 	690.1	 	 	2.1	  	1.23	 	
Consumer - direct	  	4,382.4	 	 	63.4	  	5.82	 	 	4,063.4	 	 	62.5	  	6.19	 	 	3,949.3	 	 	70.7	  	7.10	 	
Consumer - indirect	  	7,437.2	 	 	115.9	  	6.27	 	 	7,645.3	 	 	120.2	  	6.32	 	 	7,877.3	 	 	125.7	  	6.33	 	
Nonaccrual and restructured	  	2,514.1	 	 	7.5	  	1.20	 	 	1,799.0	 	 	5.4	  	1.21	 	 	1,170.7	 	 	4.3	  	1.45	 	
	  	 	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	  	 	 	
Total loans	  	125,191.9	 	 	1,738.7	  	5.59	 	 	123,263.0	 	 	1,876.9	  	6.12	 	 	121,094.3	 	 	2,013.2	  	6.60	 	
Securities available for sale:	  			 		  			 			 		  			 			 		  			
Taxable	  	11,769.6	 	 	186.0	  	6.32	 	 	12,087.1	 	 	186.8	  	6.18	 	 	11,814.6	 	 	182.9	  	6.19	 	
Tax-exempt - FTE 1	  	1,057.5	 	 	16.0	  	6.05	 	 	1,071.4	 	 	16.5	  	6.13	 	 	1,054.0	 	 	16.0	  	6.07	 	
	  	 	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	  	 	 	
Total securities available for sale - FTE 1	  	12,827.1	 	 	202.0	  	6.30	 	 	13,158.5	 	 	203.3	  	6.18	 	 	12,868.6	 	 	198.9	  	6.18	 	
Funds sold and securities purchased under agreements to resell	  	1,331.1	 	 	6.7	  	2.00	 	 	1,326.9	 	 	8.9	  	2.67	 	 	1,066.1	 	 	11.6	  	4.25	 	
Loans held for sale	  	5,148.5	 	 	72.5	  	5.63	 	 	6,865.7	 	 	99.0	  	5.77	 	 	8,777.6	 	 	139.2	  	6.34	 	
Interest-bearing deposits	  	21.4	 	 	0.2	  	3.77	 	 	21.9	 	 	0.2	  	4.54	 	 	18.2	 	 	0.3	  	6.22	 	
Interest earning trading assets	  	7,963.0	 	 	74.5	  	3.76	 	 	8,367.6	 	 	98.0	  	4.71	 	 	7,716.2	 	 	112.8	  	5.80	 	
	  	 	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	  	 	 	
Total earning assets	  	152,483.0	 	 	2,094.6	  	5.52	 	 	153,003.6	 	 	2,286.3	  	6.01	 	 	151,541.0	 	 	2,476.0	  	6.48	 	
Allowance for loan and lease losses	  	(1,828.7	)	 		  			 	(1,393.1	)	 		  			 	(1,114.9	)	 		  			
Cash and due from banks	  	3,070.1	 	 		  			 	3,166.5	 	 		  			 	3,462.6	 	 		  			
Other assets	  	17,186.1	 	 		  			 	17,076.4	 	 		  			 	17,172.3	 	 		  			
Noninterest earning trading assets	  	2,342.4	 	 		  			 	2,609.5	 	 		  			 	1,660.9	 	 		  			
Unrealized gains on securities available for sale, net	  	2,295.9	 	 		  			 	2,454.0	 	 		  			 	2,408.6	 	 		  			
	  	 	 	 		  			 	 	 	 		  			 	 	 	 		  			
Total assets	  	$175,548.8	 	 		  			 	$176,916.9	 	 		  			 	$175,130.5	 	 		  			

LIABILITIES AND SHAREHOLDERS’ EQUITY	  			 		  			 			 		  			 			 		  			
Interest-bearing deposits:	  			 		  			 			 		  			 			 		  			
NOW accounts	  	$21,762.4	 	 	$62.5	  	1.15	%	 	$21,981.1	 	 	$101.9	  	1.87	%	 	$20,737.2	 	 	$121.0	  	2.32	%	
Money market accounts	  	26,031.8	 	 	116.7	  	1.80	 	 	25,342.7	 	 	154.7	  	2.46	 	 	24,261.5	 	 	177.7	  	2.91	 	
Savings	  	3,939.1	 	 	3.9	  	0.40	 	 	3,917.0	 	 	5.7	  	0.59	 	 	4,177.7	 	 	11.1	  	1.05	 	
Consumer time	  	16,726.7	 	 	165.2	  	3.97	 	 	17,030.8	 	 	187.8	  	4.43	 	 	17,170.7	 	 	197.2	  	4.56	 	
Other time	  	11,921.1	 	 	118.8	  	4.01	 	 	12,280.5	 	 	141.1	  	4.62	 	 	12,353.3	 	 	151.5	  	4.87	 	
	  	 	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	  	 	 	
Total interest-bearing consumer and commercial deposits	  	80,381.1	 	 	467.1	  	2.34	 	 	80,552.1	 	 	591.2	  	2.95	 	 	78,700.4	 	 	658.5	  	3.32	 	
Brokered deposits	  	11,135.4	 	 	93.4	  	3.32	 	 	11,216.4	 	 	123.0	  	4.34	 	 	12,771.1	 	 	168.2	  	5.15	 	
Foreign deposits	  	3,932.9	 	 	19.3	  	1.95	 	 	4,252.2	 	 	33.6	  	3.13	 	 	2,945.9	 	 	32.6	  	4.33	 	
	  	 	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	  	 	 	
Total interest-bearing deposits	  	95,449.4	 	 	579.8	  	2.44	 	 	96,020.7	 	 	747.8	  	3.13	 	 	94,417.4	 	 	859.3	  	3.61	 	
Funds purchased	  	2,792.5	 	 	13.5	  	1.92	 	 	2,885.7	 	 	21.9	  	3.00	 	 	2,151.4	 	 	24.1	  	4.38	 	
Securities sold under agreements to repurchase	  	5,388.4	 	 	21.8	  	1.60	 	 	5,889.4	 	 	35.1	  	2.36	 	 	5,706.7	 	 	55.2	  	3.78	 	
Interest-bearing trading liabilities	  	849.2	 	 	6.6	  	3.12	 	 	713.0	 	 	6.0	  	3.41	 	 	504.2	 	 	3.5	  	2.75	 	
Other short-term borrowings	  	2,650.6	 	 	13.1	  	1.99	 	 	2,887.6	 	 	22.8	  	3.17	 	 	3,202.8	 	 	37.4	  	4.63	 	
Long-term debt	  	22,298.6	 	 	274.8	  	4.96	 	 	22,808.3	 	 	284.9	  	5.02	 	 	22,808.1	 	 	301.7	  	5.25	 	
	  	 	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	  	 	 	
Total interest-bearing liabilities	  	129,428.7	 	 	909.6	  	2.83	 	 	131,204.7	 	 	1,118.5	  	3.43	 	 	128,790.6	 	 	1,281.2	  	3.95	 	
Noninterest-bearing deposits	  	21,345.9	 	 		  			 	20,616.3	 	 		  			 	20,948.1	 	 		  			
Other liabilities	  	5,162.4	 	 		  			 	5,347.4	 	 		  			 	5,812.5	 	 		  			
Noninterest-bearing trading liabilities	  	1,518.6	 	 		  			 	1,686.8	 	 		  			 	1,546.5	 	 		  			
Shareholders’ equity	  	18,093.2	 	 		  			 	18,061.7	 	 		  			 	18,032.8	 	 		  			
	  	 	 	 		  			 	 	 	 		  			 	 	 	 		  			
Total liabilities and shareholders’ equity	  	$175,548.8	 	 		  			 	$176,916.9	 	 		  			 	$175,130.5	 	 		  			
	  	 	 	 		  	 	 	 	 	 	 		  	 	 	 	 	 	 		  	 	 	
Interest Rate Spread	  			 		  	2.69	%	 			 		  	2.58	%	 			 		  	2.53	%	
	  			 	 	  	 	 	 			 	 	  	 	 	 			 	 	  	 	 	
Net Interest Income - FTE 1	  			 	$1,185.0	  			 			 	$1,167.8	  			 			 	$1,194.8	  			
	  			 	 	  	 	 	 			 	 	  	 	 	 			 	 	  	 	 	
Net Interest Margin 2	  			 		  	3.13	%	 			 		  	3.07	%	 			 		  	3.13	%	

1	The fully taxable-equivalent (“FTE”) basis adjusts for the tax-favored status of net interest income from certain loans and investments. The Company believes this measure to be the preferred industry measurement of net interest income and it enhances comparability of net interest income arising from taxable and tax-exempt sources.	

2	The net interest margin is calculated by dividing annualized net interest income - FTE by average total earning assets.	
 
Page 8

SunTrust Banks, Inc. and Subsidiaries
CONSOLIDATED DAILY AVERAGE BALANCES,
AVERAGE YIELDS EARNED AND RATES PAID
(Dollars in millions; yields on taxable-equivalent basis) (Unaudited)

																	
 	  	Twelve Months Ended	 	
 	  	December 31, 2008	 	 	December 31, 2007	 	
 	  	Average
Balances	 	 	Interest
Income/
Expense	  	Yields/
Rates	 	 	Average
Balances	 	 	Interest
Income/
Expense	  	Yields/
Rates	 	
ASSETS	  			 		  			 			 		  			
Loans:	  			 		  			 			 		  			
Real estate 1-4 family	  	$31,758.9	 	 	$2,004.8	  	6.31	%	 	$31,951.0	 	 	$2,036.5	  	6.37	%	
Real estate construction	  	10,828.5	 	 	575.8	  	5.32	 	 	13,519.4	 	 	1,011.0	  	7.48	 	
Real estate home equity lines	  	15,204.9	 	 	796.9	  	5.24	 	 	14,031.0	 	 	1,088.2	  	7.76	 	
Real estate commercial	  	13,968.9	 	 	789.7	  	5.65	 	 	12,803.4	 	 	887.5	  	6.93	 	
Commercial - FTE 1	  	38,131.9	 	 	2,089.6	  	5.48	 	 	34,194.4	 	 	2,202.6	  	6.44	 	
Credit card (consumer and commercial)	  	862.6	 	 	34.5	  	4.00	 	 	495.9	 	 	17.7	  	3.57	 	
Consumer - direct	  	4,541.8	 	 	254.1	  	5.60	 	 	4,221.0	 	 	304.9	  	7.22	 	
Consumer - indirect	  	7,262.5	 	 	459.8	  	6.33	 	 	8,017.5	 	 	495.4	  	6.18	 	
Nonaccrual and restructured	  	2,872.7	 	 	25.4	  	0.89	 	 	847.0	 	 	17.3	  	2.05	 	
	  	 	 	 	 	  	 	 	 	 	 	 	 	  	 	 	
Total loans	  	125,432.7	 	 	7,030.6	  	5.61	 	 	120,080.6	 	 	8,061.1	  	6.71	 	
Securities available for sale:	  			 		  			 			 		  			
Taxable	  	12,219.5	 	 	731.0	  	5.98	 	 	10,274.1	 	 	639.1	  	6.22	 	
Tax-exempt - FTE 1	  	1,038.4	 	 	63.1	  	6.07	 	 	1,043.8	 	 	62.2	  	5.96	 	
	  	 	 	 	 	  	 	 	 	 	 	 	 	  	 	 	
Total securities available for sale - FTE 1	  	13,257.9	 	 	794.1	  	5.99	 	 	11,317.9	 	 	701.3	  	6.20	 	
Funds sold and securities purchased under agreement to resell	  	1,317.7	 	 	25.1	  	1.91	 	 	995.6	 	 	48.8	  	4.91	 	
Loans held for sale	  	5,105.6	 	 	289.9	  	5.68	 	 	10,786.7	 	 	668.9	  	6.20	 	
Interest-bearing deposits	  	25.6	 	 	0.8	  	3.18	 	 	24.0	 	 	1.3	  	5.44	 	
Interest earning trading assets	  	7,609.1	 	 	304.4	  	4.00	 	 	11,999.6	 	 	657.2	  	5.48	 	
	  	 	 	 	 	  	 	 	 	 	 	 	 	  	 	 	
Total earning assets	  	152,748.6	 	 	8,444.9	  	5.53	 	 	155,204.4	 	 	10,138.6	  	6.53	 	
Allowance for loan and lease losses	  	(1,815.0	)	 		  			 	(1,065.7	)	 		  			
Cash and due from banks	  	3,093.2	 	 		  			 	3,456.6	 	 		  			
Other assets	  	17,270.4	 	 		  			 	16,700.5	 	 		  			
Noninterest earning trading assets	  	2,641.6	 	 		  			 	1,198.9	 	 		  			
Unrealized gains on securities available for sale, net	  	1,909.5	 	 		  			 	2,300.8	 	 		  			
	  	 	 	 		  			 	 	 	 		  			
Total assets	  	$175,848.3	 	 		  			 	$177,795.5	 	 		  			

LIABILITIES AND SHAREHOLDERS’ EQUITY	  			 		  			 			 		  			
Interest-bearing deposits:	  			 		  			 			 		  			
NOW accounts	  	$21,080.7	 	 	$252.9	  	1.20	%	 	$20,042.8	 	 	$473.9	  	2.36	%	
Money market accounts	  	26,564.8	 	 	520.3	  	1.96	 	 	22,676.7	 	 	622.5	  	2.75	 	
Savings	  	3,770.9	 	 	16.3	  	0.43	 	 	4,608.7	 	 	55.5	  	1.20	 	
Consumer time	  	16,770.2	 	 	639.1	  	3.81	 	 	16,941.3	 	 	764.2	  	4.51	 	
Other time	  	12,197.2	 	 	478.6	  	3.92	 	 	12,073.5	 	 	586.3	  	4.86	 	
	  	 	 	 	 	  	 	 	 	 	 	 	 	  	 	 	
Total interest-bearing consumer and commercial deposits	  	80,383.8	 	 	1,907.2	  	2.37	 	 	76,343.0	 	 	2,502.4	  	3.28	 	
Brokered deposits	  	10,493.2	 	 	391.5	  	3.73	 	 	16,091.9	 	 	861.2	  	5.35	 	
Foreign deposits	  	4,250.3	 	 	78.8	  	1.85	 	 	5,764.5	 	 	297.2	  	5.16	 	
	  	 	 	 	 	  	 	 	 	 	 	 	 	  	 	 	
Total interest-bearing deposits	  	95,127.3	 	 	2,377.5	  	2.50	 	 	98,199.4	 	 	3,660.8	  	3.73	 	
Funds purchased	  	2,622.0	 	 	51.5	  	1.96	 	 	3,266.2	 	 	166.5	  	5.10	 	
Securities sold under agreements to repurchase	  	4,961.0	 	 	79.1	  	1.59	 	 	6,132.5	 	 	273.8	  	4.46	 	
Interest-bearing trading liabilities	  	785.7	 	 	27.1	  	3.46	 	 	430.2	 	 	15.6	  	3.62	 	
Other short-term borrowings	  	3,057.2	 	 	55.1	  	1.80	 	 	2,493.0	 	 	121.0	  	4.85	 	
Long-term debt	  	22,892.9	 	 	1,117.4	  	4.88	 	 	20,692.9	 	 	1,078.7	  	5.21	 	
	  	 	 	 	 	  	 	 	 	 	 	 	 	  	 	 	
Total interest-bearing liabilities	  	129,446.1	 	 	3,707.7	  	2.86	 	 	131,214.2	 	 	5,316.4	  	4.05	 	
Noninterest-bearing deposits	  	20,949.0	 	 		  			 	21,677.2	 	 		  			
Other liabilities	  	5,176.7	 	 		  			 	5,783.1	 	 		  			
Noninterest-bearing trading liabilities	  	1,795.6	 	 		  			 	1,313.0	 	 		  			
Shareholders’ equity	  	18,480.9	 	 		  			 	17,808.0	 	 		  			
	  	 	 	 		  			 	 	 	 		  			
Total liabilities and shareholders’ equity	  	$175,848.3	 	 		  			 	$177,795.5	 	 		  			
	  	 	 	 		  	 	 	 	 	 	 		  	 	 	
Interest Rate Spread	  			 		  	2.67	%	 			 		  	2.48	%	
	  			 	 	  	 	 	 			 	 	  	 	 	
Net Interest Income - FTE 1	  			 	$4,737.2	  			 			 	$4,822.2	  			
	  			 	 	  	 	 	 			 	 	  	 	 	
Net Interest Margin 2	  			 		  	3.10	%	 			 		  	3.11	%	

1 	The fully taxable-equivalent (“FTE”) basis adjusts for the tax-favored status of net interest income from certain loans and investments. The Company believes this measure to be the preferred industry measurement of net interest income and it enhances comparability of net interest income arising from taxable and tax-exempt sources.	

2 	The net interest margin is calculated by dividing net interest income - FTE by average total earning assets.	
 
Page 9

SunTrust Banks, Inc. and Subsidiaries
OTHER FINANCIAL DATA
(Dollars in thousands) (Unaudited)

																									
 	  	Three Months Ended	 	 	Twelve Months Ended	 	
 	  	December 31	 	 	Increase/(Decrease)	 	 	December 31	 	 	Increase/(Decrease)	 	
 	  	2008	 	 	2007	 	 	Amount	 	 	% 1	 	 	2008	 	 	2007	 	 	Amount	 	 	% 1	 	
CREDIT DATA	  			 			 			 			 			 			 			 			
Allowance for loan and lease losses - beginning	  	$1,941,000	 	 	$1,093,691	 	 	$847,309	 	 	77.5	%	 	$1,282,504	 	 	$1,044,521	 	 	$237,983	 	 	22.8	%	
Provision for loan losses	  	962,494	 	 	356,781	 	 	605,713	 	 	NM	 	 	2,474,215	 	 	664,922	 	 	1,809,293	 	 	NM	 	
Allowance associated with loans at fair value 2	  	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	(4,100	)	 	(4,100	)	 	(100.0	)	
Allowance from GB&T acquisition	  	-	 	 	-	 	 	-	 	 	-	 	 	158,705	 	 	-	 	 	158,705	 	 	NM	 	
Charge-offs	  			 			 			 			 			 			 			 			
Commercial	  	(93,556	)	 	(37,917	)	 	55,639	 	 	NM	 	 	(232,493	)	 	(140,494	)	 	91,999	 	 	65.5	 	
Real estate:	  			 			 			 			 			 			 			 			
Home equity lines	  	(136,949	)	 	(46,842	)	 	90,107	 	 	NM	 	 	(449,570	)	 	(116,218	)	 	333,352	 	 	NM	 	
Construction	  	(84,194	)	 	(7,616	)	 	76,578	 	 	NM	 	 	(194,494	)	 	(12,159	)	 	182,335	 	 	NM	 	
Residential mortgages	  	(156,397	)	 	(59,319	)	 	97,078	 	 	NM	 	 	(525,148	)	 	(113,080	)	 	412,068	 	 	NM	 	
Commercial real estate	  	(23,548	)	 	(299	)	 	23,249	 	 	NM	 	 	(24,744	)	 	(2,069	)	 	22,675	 	 	NM	 	
Consumer:	  			 			 			 			 			 			 			 			
Direct	  	(13,295	)	 	(6,630	)	 	6,665	 	 	NM	 	 	(41,868	)	 	(23,509	)	 	18,359	 	 	78.1	 	
Indirect	  	(65,666	)	 	(32,448	)	 	33,218	 	 	NM	 	 	(192,905	)	 	(106,454	)	 	86,451	 	 	81.2	 	
Credit cards	  	(8,962	)	 	(322	)	 	8,640	 	 	NM	 	 	(19,330	)	 	(365	)	 	18,965	 	 	NM	 	
	  	 	 	 	 	 	 			 			 	 	 	 	 	 	 			 			
Total charge-offs	  	(582,567	)	 	(191,393	)	 	391,174	 	 	NM	 	 	(1,680,552	)	 	(514,348	)	 	1,166,204	 	 	NM	 	
	  	 	 	 	 	 	 			 			 	 	 	 	 	 	 			 			
Recoveries	  			 			 			 			 			 			 			 			
Commercial	  	6,938	 	 	6,573	 	 	365	 	 	5.6	 	 	25,191	 	 	24,030	 	 	1,161	 	 	4.8	 	
Real estate:	  			 			 			 			 			 			 			 			
Home equity lines	  	4,480	 	 	2,182	 	 	2,298	 	 	NM	 	 	16,401	 	 	7,789	 	 	8,612	 	 	NM	 	
Construction	  	802	 	 	705	 	 	97	 	 	13.8	 	 	2,848	 	 	1,150	 	 	1,698	 	 	NM	 	
Residential mortgages	  	2,816	 	 	1,328	 	 	1,488	 	 	NM	 	 	7,766	 	 	5,462	 	 	2,304	 	 	42.2	 	
Commercial real estate	  	700	 	 	846	 	 	(146	)	 	(17.3	)	 	1,154	 	 	1,910	 	 	(756	)	 	(39.6	)	
Consumer:	  			 			 			 			 			 			 			 			
Direct	  	1,964	 	 	2,484	 	 	(520	)	 	(20.9	)	 	8,164	 	 	9,613	 	 	(1,449	)	 	(15.1	)	
Indirect	  	12,102	 	 	9,267	 	 	2,835	 	 	30.6	 	 	54,163	 	 	41,343	 	 	12,820	 	 	31.0	 	
Credit cards	  	267	 	 	40	 	 	227	 	 	NM	 	 	437	 	 	212	 	 	225	 	 	NM	 	
	  	 	 	 	 	 	 			 			 	 	 	 	 	 	 			 			
Total recoveries	  	30,069	 	 	23,425	 	 	6,644	 	 	28.4	 	 	116,124	 	 	91,509	 	 	24,615	 	 	26.9	 	
	  	 	 	 	 	 	 			 			 	 	 	 	 	 	 			 			
Net charge-offs	  	(552,498	)	 	(167,968	)	 	384,530	 	 	NM	 	 	(1,564,428	)	 	(422,839	)	 	1,141,589	 	 	NM	 	
	  	 	 	 	 	 	 			 			 	 	 	 	 	 	 			 			
Allowance for loan and lease losses - ending	  	$2,350,996	 	 	$1,282,504	 	 	$1,068,492	 	 	83.3	 	 	$2,350,996	 	 	$1,282,504	 	 	$1,068,492	 	 	83.3	 	
	  	 	 	 	 	 	 			 			 	 	 	 	 	 	 			 			
Net charge-offs to average loans (annualized)	  			 			 			 			 			 			 			 			
Commercial	  	0.84	%	 	0.34	%	 	0.50	%	 	NM	%	 	0.53	%	 	0.33	%	 	0.20	%	 	60.6	%	
Real estate:	  			 			 			 			 			 			 			 			
Home equity lines	  	3.33	 	 	1.23	 	 	2.10	 	 	NM	 	 	2.85	 	 	0.77	 	 	2.08	 	 	NM	 	
Construction	  	3.29	 	 	0.20	 	 	3.09	 	 	NM	 	 	1.63	 	 	0.08	 	 	1.55	 	 	NM	 	
Residential mortgages	  	1.86	 	 	0.70	 	 	1.16	 	 	NM	 	 	1.56	 	 	0.33	 	 	1.23	 	 	NM	 	
Commercial real estate	  	0.61	 	 	(0.02	)	 	0.63	 	 	NM	 	 	0.17	 	 	-	 	 	0.17	 	 	NM	 	
Consumer:	  			 			 			 			 			 			 			 			
Direct	  	0.90	 	 	0.42	 	 	0.48	 	 	NM	 	 	0.74	 	 	0.33	 	 	0.41	 	 	NM	 	
Indirect	  	3.12	 	 	1.16	 	 	1.96	 	 	NM	 	 	1.91	 	 	0.81	 	 	1.10	 	 	NM	 	
Credit cards	  	7.00	 	 	0.48	 	 	6.52	 	 	NM	 	 	5.05	 	 	0.18	 	 	4.87	 	 	NM	 	
Total net charge-offs to total average loans	  	1.72	 	 	0.55	 	 	1.17	 	 	NM	 	 	1.24	 	 	0.35	 	 	0.89	 	 	NM	 	
									
Period Ended	  			 			 			 			 			 			 			 			
Nonaccrual/nonperforming loans	  			 			 			 			 			 			 			 			
Commercial	  	$321,980	 	 	$74,463	 	 	$247,517	 	 	NM	%	 			 			 			 			
Real estate:	  			 			 			 			 			 			 			 			
Home equity lines	  	272,577	 	 	135,700	 	 	136,877	 	 	NM	 	 			 			 			 			
Construction	  	1,276,847	 	 	295,335	 	 	981,512	 	 	NM	 	 			 			 			 			
Residential mortgages	  	1,846,999	 	 	841,376	 	 	1,005,623	 	 	NM	 	 			 			 			 			
Commercial real estate	  	176,578	 	 	44,502	 	 	132,076	 	 	NM	 	 			 			 			 			
Consumer loans	  	45,045	 	 	39,031	 	 	6,014	 	 	15.4	 	 			 			 			 			
	  	 	 	 	 	 	 			 			 			 			 			 			
Total nonaccrual/nonperforming loans	  	3,940,026	 	 	1,430,407	 	 	2,509,619	 	 	NM	 	 			 			 			 			
Other real estate owned (OREO)	  	500,481	 	 	183,753	 	 	316,728	 	 	NM	 	 			 			 			 			
Other repossessed assets	  	15,866	 	 	11,536	 	 	4,330	 	 	37.5	 	 			 			 			 			
	  	 	 	 	 	 	 			 			 			 			 			 			
Total nonperforming assets	  	$4,456,373	 	 	$1,625,696	 	 	$2,830,677	 	 	NM	 	 			 			 			 			
	  	 	 	 	 	 	 			 			 			 			 			 			
Restructured loans (accruing) 5	  	$462,648	 	 	$29,851	 	 	$432,797	 	 	NM	 	 			 			 			 			
	  	 	 	 	 	 	 			 			 			 			 			 			
Total accruing loans past due 90 days or more	  	$1,032,260	 	 	$611,003	 	 	$421,257	 	 	68.9	%	 			 			 			 			
	  	 	 	 	 	 	 			 			 			 			 			 			
Total nonperforming loans to total loans	  	3.10	%	 	1.17	%	 	1.93	%	 	NM	%	 			 			 			 			
Total nonperforming assets to total loans plus OREO and other repossessed assets	  	3.49	 	 	1.33	 	 	2.16	 	 	NM	 	 			 			 			 			
Allowance to period-end loans 3	  	1.86	 	 	1.05	 	 	0.81	 	 	77.1	 	 			 			 			 			
Allowance to nonperforming loans 4	  	61.7	 	 	101.9	 	 	(40.20	)	 	(39.5	)	 			 			 			 			
Allowance to annualized net charge-offs	  	1.07	x	 	1.92	x	 	(0.85	) x	 	(44.4	)	 			 			 			 			

1	“NM” - Not meaningful. Those changes over 100 percent were not considered to be meaningful.	

2	Amount removed from the allowance for loan losses related to the Company’s election to record $4.1 billion of residential mortgages at fair value.	

3	During the second quarter of 2008, the Company revised its method of calculating this ratio to include, within the period-end loan amount, only loans measured at amortized cost. Previously, period-end loans included loans measured at fair value or the lower of cost or market. The Company believes this is an improved method of calculation due to the fact that the allowance for loan losses relates solely to the loans measured at amortized cost. Loans measured at fair value or the lower of cost or market that have been excluded from the prior period calculation were $392,259, which did not change the calculation by more than one basis point as of December 31, 2007.	

4	During the second quarter of 2008, the Company revised its method of calculating this ratio to include, within the nonperforming loan amount, only loans measured at amortized cost. Previously, this calculation included nonperforming loans measured at fair value or the lower of cost or market. The Company believes this is an improved method of calculation due to the fact that the allowance for loan losses relates solely to the loans measured at amortized cost. Nonperforming loans measured at fair value or the lower of cost or market that have been excluded from the prior period calculation were $171,475, which increased the calculation approximately 12 basis points as of December 31, 2007.	

5	During the third quarter of 2008, the Company revised its definition of nonperforming to exclude loans that have been restructured and remain on accruing status. These loans are not considered to be nonperforming because they are performing in accordance with the restructured terms. This change better aligns the Company’s definition of nonperforming loans with the one used by peer institutions and therefore improves comparability of this measure across the industry.	
 
Page 10

SunTrust Banks, Inc. and Subsidiaries
FIVE QUARTER OTHER FINANCIAL DATA
(Dollars in thousands) (Unaudited)

																						
 	  	Three Months Ended	 	
 	  	December 31
2008	 	 	September 30
2008	 	 	Increase/(Decrease)	 	 	June 30
2008	 	 	March 31
2008	 	 	December 31
2007	 	
 	  			 			 	Amount	 	 	% 1	 	 			 			 			
CREDIT DATA	  			 			 			 			 			 			 			
Allowance for loan and lease losses - beginning	  	$1,941,000	 	 	$1,829,400	 	 	$111,600	 	 	6.1	%	 	$1,545,340	 	 	$1,282,504	 	 	$1,093,691	 	
Provision for loan losses	  	962,494	 	 	503,672	 	 	458,822	 	 	91.1	 	 	448,027	 	 	560,022	 	 	356,781	 	
Allowance from GB&T acquisition	  	-	 	 	-	 	 	-	 	 	-	 	 	158,705	 	 	-	 	 	-	 	
Charge-offs	  			 			 			 			 			 			 			
Commercial	  	(93,556	)	 	(57,789	)	 	35,767	 	 	61.9	 	 	(44,352	)	 	(37,161	)	 	(37,917	)	
Real estate:	  			 			 			 			 			 			 			
Home equity lines	  	(136,949	)	 	(119,162	)	 	17,787	 	 	14.9	 	 	(94,857	)	 	(98,602	)	 	(46,842	)	
Construction	  	(84,194	)	 	(51,719	)	 	32,475	 	 	62.8	 	 	(35,399	)	 	(23,182	)	 	(7,616	)	
Residential mortgages	  	(156,397	)	 	(133,510	)	 	22,887	 	 	17.1	 	 	(126,055	)	 	(109,186	)	 	(59,319	)	
Commercial real estate	  	(23,548	)	 	(400	)	 	23,148	 	 	NM	 	 	(563	)	 	(233	)	 	(299	)	
Consumer:	  			 			 			 			 			 			 			
Direct	  	(13,295	)	 	(10,406	)	 	2,889	 	 	27.8	 	 	(7,852	)	 	(10,315	)	 	(6,630	)	
Indirect	  	(65,666	)	 	(41,249	)	 	24,417	 	 	59.2	 	 	(43,101	)	 	(42,889	)	 	(32,448	)	
Credit cards	  	(8,962	)	 	(5,489	)	 	3,473	 	 	63.3	 	 	(3,386	)	 	(1,128	)	 	(322	)	
	  	 	 	 	 	 	 			 			 	 	 	 	 	 	 	 	 	
Total charge-offs	  	(582,567	)	 	(419,724	)	 	162,843	 	 	38.8	 	 	(355,565	)	 	(322,696	)	 	(191,393	)	
	  	 	 	 	 	 	 			 			 	 	 	 	 	 	 	 	 	
Recoveries	  			 			 			 			 			 			 			
Commercial	  	6,938	 	 	5,360	 	 	1,578	 	 	29.4	 	 	7,186	 	 	5,919	 	 	6,573	 	
Real estate:	  			 			 			 			 			 			 			
Home equity lines	  	4,480	 	 	3,903	 	 	577	 	 	14.8	 	 	5,650	 	 	2,368	 	 	2,182	 	
Construction	  	802	 	 	1,786	 	 	(984	)	 	(55.1	)	 	182	 	 	78	 	 	705	 	
Residential mortgages	  	2,816	 	 	2,083	 	 	733	 	 	35.2	 	 	1,644	 	 	1,223	 	 	1,328	 	
Commercial real estate	  	700	 	 	257	 	 	443	 	 	NM	 	 	35	 	 	162	 	 	846	 	
Consumer:	  			 			 			 			 			 			 			
Direct	  	1,964	 	 	1,700	 	 	264	 	 	15.5	 	 	2,119	 	 	2,381	 	 	2,484	 	
Indirect	  	12,102	 	 	12,491	 	 	(389	)	 	(3.1	)	 	16,008	 	 	13,562	 	 	9,267	 	
Credit cards	  	267	 	 	72	 	 	195	 	 	NM	 	 	69	 	 	(183	)	 	40	 	
	  	 	 	 	 	 	 			 			 	 	 	 	 	 	 	 	 	
Total recoveries	  	30,069	 	 	27,652	 	 	2,417	 	 	8.7	 	 	32,893	 	 	25,510	 	 	23,425	 	
	  	 	 	 	 	 	 			 			 	 	 	 	 	 	 	 	 	
Net charge-offs	  	(552,498	)	 	(392,072	)	 	160,426	 	 	40.9	 	 	(322,672	)	 	(297,186	)	 	(167,968	)	
	  	 	 	 	 	 	 			 			 	 	 	 	 	 	 	 	 	
Allowance for loan and lease losses - ending	  	$2,350,996	 	 	$1,941,000	 	 	$409,996	 	 	21.1	 	 	$1,829,400	 	 	$1,545,340	 	 	$1,282,504	 	
	  	 	 	 	 	 	 			 			 	 	 	 	 	 	 	 	 	
Net charge-offs to average loans (annualized)	  			 			 			 			 			 			 			
Commercial	  	0.84	%	 	0.54	%	 	0.30	%	 	55.6	%	 	0.39	%	 	0.34	%	 	0.34	%	
Real estate:	  			 			 			 			 			 			 			
Home equity lines	  	3.33	 	 	2.97	 	 	0.36	 	 	12.1	 	 	2.40	 	 	2.65	 	 	1.23	 	
Construction	  	3.29	 	 	1.73	 	 	1.56	 	 	90.2	 	 	1.16	 	 	0.72	 	 	0.20	 	
Residential mortgages	  	1.86	 	 	1.57	 	 	0.29	 	 	18.5	 	 	1.49	 	 	1.29	 	 	0.70	 	
Commercial real estate	  	0.61	 	 	-	 	 	0.61	 	 	NM	 	 	0.02	 	 	-	 	 	(0.02	)	
Consumer:	  			 			 			 			 			 			 			
Direct	  	0.90	 	 	0.74	 	 	0.16	 	 	21.6	 	 	0.53	 	 	0.79	 	 	0.42	 	
Indirect	  	3.12	 	 	1.56	 	 	1.56	 	 	100.0	 	 	1.46	 	 	1.53	 	 	1.16	 	
Credit cards	  	7.00	 	 	5.80	 	 	1.20	 	 	20.7	 	 	4.09	 	 	1.74	 	 	0.48	 	
Total net charge-offs to total average loans	  	1.72	 	 	1.24	 	 	0.48	 	 	38.7	 	 	1.04	 	 	0.97	 	 	0.55	 	
								
Period Ended	  			 			 			 			 			 			 			
Nonaccrual/nonperforming loans	  			 			 			 			 			 			 			
Commercial	  	$321,980	 	 	$257,343	 	 	$64,637	 	 	25.1	%	 	$117,168	 	 	$97,930	 	 	$74,463	 	
Real estate:	  			 			 			 			 			 			 			
Home equity lines	  	272,577	 	 	232,904	 	 	39,673	 	 	17.0	 	 	216,839	 	 	193,153	 	 	135,700	 	
Construction	  	1,276,847	 	 	1,040,678	 	 	236,169	 	 	22.7	 	 	772,353	 	 	520,704	 	 	295,335	 	
Residential mortgages	  	1,846,999	 	 	1,548,955	 	 	298,044	 	 	19.2	 	 	1,356,710	 	 	1,115,071	 	 	841,376	 	
Commercial real estate	  	176,578	 	 	164,906	 	 	11,672	 	 	7.1	 	 	124,523	 	 	64,251	 	 	44,502	 	
Consumer loans	  	45,045	 	 	44,732	 	 	313	 	 	0.7	 	 	37,735	 	 	46,851	 	 	39,031	 	
	  	 	 	 	 	 	 			 			 	 	 	 	 	 	 	 	 	
Total nonaccrual/nonperforming loans	  	3,940,026	 	 	3,289,518	 	 	650,508	 	 	19.8	 	 	2,625,328	 	 	2,037,960	 	 	1,430,407	 	
Other real estate owned (OREO)	  	500,481	 	 	387,037	 	 	113,444	 	 	29.3	 	 	334,519	 	 	244,906	 	 	183,753	 	
Other repossessed assets	  	15,866	 	 	13,714	 	 	2,152	 	 	15.7	 	 	13,203	 	 	6,340	 	 	11,536	 	
	  	 	 	 	 	 	 			 			 	 	 	 	 	 	 	 	 	
Total nonperforming assets	  	$4,456,373	 	 	$3,690,269	 	 	$766,104	 	 	20.8	 	 	$2,973,050	 	 	$2,289,206	 	 	$1,625,696	 	
	  	 	 	 	 	 	 			 			 	 	 	 	 	 	 	 	 	
Restructured loans (accruing) 4	  	$462,648	 	 	$381,040	 	 	$81,608	 	 	21.4	%	 	$163,358	 	 	$30,787	 	 	$29,851	 	
	  	 	 	 	 	 	 			 			 	 	 	 	 	 	 	 	 	
Total accruing loans past due 90 days or more	  	$1,032,260	 	 	$772,132	 	 	$260,128	 	 	33.7	%	 	$753,558	 	 	$743,969	 	 	$611,003	 	
	  	 	 	 	 	 	 			 			 	 	 	 	 	 	 	 	 	
Total nonperforming loans to total loans	  	3.10	%	 	2.60	%	 	0.50	%	 	19.2	%	 	2.09	%	 	1.65	%	 	1.17	%	
Total nonperforming assets to total loans plus	  			 			 			 			 			 			 			
OREO and other repossessed assets	  	3.49	 	 	2.90	 	 	0.59	 	 	20.3	 	 	2.36	 	 	1.85	 	 	1.33	 	
Allowance to period-end loans 2	  	1.86	 	 	1.54	 	 	0.32	 	 	20.8	 	 	1.46	 	 	1.25	 	 	1.05	 	
Allowance to nonperforming loans 3	  	61.7	 	 	62.1	 	 	(0.42	)	 	(0.7	)	 	77.0	 	 	82.9	 	 	101.9	 	
Allowance to annualized net charge-offs	  	1.07	x	 	1.24	x	 	(0.18	) x	 	(14.9	)	 	1.41	x	 	1.28	x	 	1.92	x	

1	“NM” - Not meaningful. Those changes over 100 percent were not considered to be meaningful.	

2	During the second quarter of 2008, the Company revised its method of calculating this ratio to include, within the period-end loan amount, only loans measured at amortized cost. Previously period-end loans included loans measured at fair value or the lower of cost or market. The Company believes this is an improved method of calculation due to the fact that the allowance for loan losses relates solely to the loans measured at amortized cost. Loans measured at fair value or the lower of cost or market that have been excluded from the prior periods calculation were $450,662 and $392,259 as of March 31, 2008 and December 31, 2007, respectively, which did not change the calculation by more than one basis point.	

3	During the second quarter of 2008, the Company revised its method of calculating this ratio to include, within the nonperforming loan amount, only loans measured at amortized cost. Previously, this calculation included nonperforming loans measured at fair value or the lower of cost or market. The Company believes this is an improved method of calculation due to the fact that the allowance for loan losses relates solely to the loans measured at amortized cost. Nonperforming loans measured at fair value or the lower of cost or market that have been excluded from the prior periods calculation were $173,752 and $171,475 as of March 31, 2008 and December 31, 2007, respectively, which increased the calculation approximately 7 and 12 basis points as of March 31, 2008 and December 31, 2007, respectively.	

4	During the third quarter of 2008, the Company revised its definition of nonperforming to exclude loans that have been restructured and remain on accruing status. These loans are not considered to be nonperforming because they are performing in accordance with the restructured terms. This change better aligns the Company’s definition of nonperforming loans with the one used by peer institutions and therefore improves comparability of this measure across the industry.	
 
Page 11

SunTrust Banks, Inc. and Subsidiaries
OTHER FINANCIAL DATA (continued)
(Dollars and shares in thousands, except per share data) (Unaudited)

																									
 	  	Three Months Ended	 	 	Twelve Months Ended	 	
 	  	December 31	 	 	December 31	 	
 	  	Core Deposit
Intangible	 	 	Mortgage
Servicing
Rights	 	 	Other	 	 	Total	 	 	Core Deposit
Intangible	 	 	Mortgage
Servicing
Rights	 	 	Other	 	 	Total	 	
OTHER INTANGIBLE ASSET ROLLFORWARD	  			 			 			 			 			 			 			 			
Balance, beginning of period	  	$188,372	 	 	$995,984	 	 	$142,704	 	 	$1,327,060	 	 	$241,614	 	 	$810,509	 	 	$129,861	 	 	$1,181,984	 	
Amortization	  	(15,717	)	 	(47,997	)	 	(7,697	)	 	(71,411	)	 	(68,959	)	 	(181,263	)	 	(27,721	)	 	(277,943	)	
Mortgage Servicing Rights (“MSRs”) originated	  	-	 	 	142,100	 	 	-	 	 	142,100	 	 	-	 	 	639,158	 	 	-	 	 	639,158	 	
Purchase of GenSpring (formerly AMA, LLC) minority shares	  	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	2,205	 	 	2,205	 	
Client relationship intangible obtained from GenSpring’s acquisition of TBK Investments, Inc.	  	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	6,520	 	 	6,520	 	
Client relationship intangible obtained from GenSpring’s acquisition of Inlign Wealth Management	  	-	 	 	-	 	 	4,120	 	 	4,120	 	 	-	 	 	-	 	 	4,120	 	 	4,120	 	
Alpha Equity Management revenue sharing intangible	  	-	 	 	-	 	 	1,788	 	 	1,788	 	 	-	 	 	-	 	 	1,788	 	 	1,788	 	
Intangible assets obtained from sale upon merger of Lighthouse Partners, LLC, net 1	  	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	24,142	 	 	24,142	 	
Sale/securitization of MSRs	  	-	 	 	(40,662	)	 	-	 	 	(40,662	)	 	-	 	 	(218,979	)	 	-	 	 	(218,979	)	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance, December 31, 2007	  	$172,655	 	 	$1,049,425	 	 	$140,915	 	 	$1,362,995	 	 	$172,655	 	 	$1,049,425	 	 	$140,915	 	 	$1,362,995	 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance, beginning of period	  	$158,404	 	 	$1,150,013	 	 	$81,548	 	 	$1,389,965	 	 	$172,655	 	 	$1,049,425	 	 	$140,915	 	 	$1,362,995	 	
Amortization	  	(13,093	)	 	(58,546	)	 	(4,166	)	 	(75,805	)	 	(56,854	)	 	(223,092	)	 	(19,406	)	 	(299,352	)	
MSRs originated	  	-	 	 	89,007	 	 	-	 	 	89,007	 	 	-	 	 	485,597	 	 	-	 	 	485,597	 	
MSRs impairment reserve	  	-	 	 	(370,000	)	 	-	 	 	(370,000	)	 	-	 	 	(371,881	)	 	-	 	 	(371,881	)	
MSRs impairment recovery	  	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	1,881	 	 	-	 	 	1,881	 	
Sale of interest in Lighthouse Partners	  	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	(5,992	)	 	(5,992	)	
Sale of MSRs	  	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	(131,456	)	 	-	 	 	(131,456	)	
Customer intangible impairment charge	  	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	(45,000	)	 	(45,000	)	
Purchased credit card relationships	  	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	9,898	 	 	9,898	 	
Acquisition of GB&T	  	-	 	 	-	 	 	-	 	 	-	 	 	29,510	 	 	-	 	 	-	 	 	29,510	 	
Sale of First Mercantile	  	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	(3,033	)	 	(3,033	)	
Other	  	-	 	 	-	 	 	2,260	 	 	2,260	 	 	-	 	 	-	 	 	2,260	 	 	2,260	 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance, December 31, 2008	  	$145,311	 	 	$810,474	 	 	$79,642	 	 	$1,035,427	 	 	$145,311	 	 	$810,474	 	 	$79,642	 	 	$1,035,427	 	

											
 	  	Three Months Ended	
 	  	December 31
2008	  	September 30
2008	  	June 30
2008	  	March
31 2008	  	December 31
2007	
COMMON SHARE ROLLFORWARD	  		  		  		  		  		
Beginning balance	  	353,963	  	353,542	  	349,832	  	348,411	  	348,074	
Common shares issued/exchanged for employee benefit plans, stock option, performance and restricted stock activity	  	552	  	421	  	1,489	  	1,421	  	337	
Common shares issued for acquisition of GB&T	  	-	  	-	  	2,221	  	-	  	-	
	  	 	  	 	  	 	  	 	  	 	
Ending balance	  	354,515	  	353,963	  	353,542	  	349,832	  	348,411	

COMMON STOCK REPURCHASE ACTIVITY	  		  		  		  		  		
Number of common shares repurchased 2	  	-	  	-	  	2	  	17	  	12	
Average price per share of repurchased common shares	  	$-	  	$-	  	$57.76	  	$62.38	  	$69.31	
Maximum number of common shares that may yet be purchased under repurchase plans or programs	  	30,000	  	30,000	  	30,000	  	30,000	  	30,000	

1	During the first quarter of 2007, SunTrust merged its wholly-owned subsidiary, Lighthouse Partners, LLC, into Lighthouse Investment Partners, LLC in exchange for a minority interest in Lighthouse Investment Partners, LLC and a revenue-sharing agreement. This transaction resulted in a $7.9 million decrease in existing intangible assets and a new intangible asset of $32.0 million.	

2	This figure includes shares repurchased pursuant to SunTrust’s employee stock option plans, pursuant to which participants may pay the exercise price upon exercise of SunTrust stock options by surrendering shares of SunTrust common stock which the participant already owns.	
 
Page 12

SunTrust Banks, Inc. and Subsidiaries
RECONCILEMENT OF NON-GAAP MEASURES
APPENDIX A TO THE EARNINGS RELEASE
(Dollars in thousands) (Unaudited)

																						
 	  	Three Months Ended	 	 	Twelve Months Ended	 	
 	  	December 31
2008	 	 	September 30
2008	 	 	June 30
2008	 	 	March 31
2008	 	 	December 31
2007	 	 	December 31
2008	 	 	December 31
2007	 	
NON-GAAP MEASURES PRESENTED IN THE EARNINGS RELEASE	  			 			 			 			 			 			 			
Net income/(loss)	  	($347,587	)	 	$312,444	 	 	$540,362	 	 	$290,555	 	 	$11,124	 	 	$795,774	 	 	$1,634,015	 	
Securities (gains)/losses, net of tax	  	(254,853	)	 	(107,289	)	 	(345,807	)	 	37,563	 	 	(3,530	)	 	(665,446	)	 	(150,733	)	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income/(loss) excluding net securities (gains)/losses, net of tax	  	(602,440	)	 	205,155	 	 	194,555	 	 	328,118	 	 	7,594	 	 	130,328	 	 	1,483,282	 	
The Coca-Cola Company stock dividend, net of tax	  	(10,146	)	 	(10,146	)	 	(14,738	)	 	(14,738	)	 	(13,206	)	 	(49,769	)	 	(54,214	)	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income/(loss) excluding net securities (gains)/losses and The Coca-Cola Company stock dividend, net of tax	  	(612,586	)	 	195,009	 	 	179,817	 	 	313,380	 	 	(5,612	)	 	80,559	 	 	1,429,068	 	
Less: Preferred dividends, Series A	  	5,055	 	 	5,111	 	 	5,112	 	 	6,977	 	 	7,867	 	 	22,255	 	 	30,275	 	
Less: U.S. Treasury preferred dividends	  	26,579	 	 	-	 	 	-	 	 	-	 	 	-	 	 	26,579	 	 	-	 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income/(loss) available to common shareholders excluding net securities (gains)/losses and The Coca-Cola Company stock dividend	  	($644,220	)	 	$189,898	 	 	$174,705	 	 	$306,403	 	 	($13,479	)	 	$31,725	 	 	$1,398,793	 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total average assets	  	$177,047,258	 	 	$173,888,490	 	 	$175,548,768	 	 	$176,916,901	 	 	$175,130,464	 	 	$175,848,265	 	 	$177,795,518	 	
Average net unrealized securities gains	  	(1,371,624	)	 	(1,526,431	)	 	(2,295,932	)	 	(2,453,981	)	 	(2,408,596	)	 	(1,909,462	)	 	(2,300,821	)	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Average assets less net unrealized securities gains	  	$175,675,634	 	 	$172,362,059	 	 	$173,252,836	 	 	$174,462,920	 	 	$172,721,868	 	 	$173,938,803	 	 	$175,494,697	 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total average common shareholders’ equity	  	$17,487,081	 	 	$17,481,916	 	 	$17,593,229	 	 	$17,561,709	 	 	$17,532,786	 	 	$17,530,731	 	 	$17,308,013	 	
Average accumulated other comprehensive income	  	(996,955	)	 	(871,413	)	 	(1,488,305	)	 	(1,533,427	)	 	(1,292,785	)	 	(1,220,949	)	 	(1,143,284	)	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total average realized common shareholders’ equity	  	$16,490,126	 	 	$16,610,503	 	 	$16,104,924	 	 	$16,028,282	 	 	$16,240,001	 	 	$16,309,782	 	 	$16,164,729	 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Return on average total assets	  	(0.78	)%	 	0.71	%	 	1.24	%	 	0.66	%	 	0.03	%	 	0.45	%	 	0.92	%	
Impact of excluding net realized and unrealized securities (gains)/losses and The Coca-Cola Company stock dividend	  	(0.61	)	 	(0.26	)	 	(0.82	)	 	0.06	 	 	(0.04	)	 	(0.40	)	 	(0.11	)	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Return on average total assets less net unrealized securities gains 1	  	(1.39	)%	 	0.45	%	 	0.42	%	 	0.72	%	 	(0.01	)%	 	0.05	%	 	0.81	%	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Return on average common shareholders’ equity	  	(8.63	)%	 	6.99	%	 	12.24	%	 	6.49	%	 	0.07	%	 	4.26	%	 	9.27	%	
Impact of excluding net realized and unrealized securities (gains)/losses and The Coca-Cola Company stock dividend	  	(6.91	)	 	(2.44	)	 	(7.88	)	 	1.20	 	 	(0.40	)	 	(4.07	)	 	(0.62	)	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Return on average realized common shareholders’ equity 2	  	(15.54	)%	 	4.55	%	 	4.36	%	 	7.69	%	 	(0.33	)%	 	0.19	%	 	8.65	%	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Efficiency ratio 3	  	82.47	%	 	67.78	%	 	53.06	%	 	56.40	%	 	82.19	%	 	63.95	%	 	63.43	%	
Impact of excluding amortization/impairment of intangible assets other than MSRs	  	(0.90	)	 	(0.75	)	 	(2.49	)	 	(0.93	)	 	(1.33	)	 	(1.31	)	 	(1.17	)	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Tangible efficiency ratio 4	  	81.57	%	 	67.03	%	 	50.57	%	 	55.47	%	 	80.86	%	 	62.64	%	 	62.26	%	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total shareholders’ equity	  	$22,388,109	 	 	$17,956,025	 	 	$17,907,152	 	 	$18,431,448	 	 	$18,052,518	 	 			 			
Goodwill	  	(6,941,104	)	 	(7,062,869	)	 	(7,056,015	)	 	(6,923,033	)	 	(6,921,493	)	 			 			
Other intangible assets including MSRs	  	(978,211	)	 	(1,328,055	)	 	(1,394,941	)	 	(1,379,522	)	 	(1,308,618	)	 			 			
MSRs	  	810,474	 	 	1,150,013	 	 	1,193,450	 	 	1,143,405	 	 	1,049,426	 	 			 			
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 			 			
Tangible equity	  	15,279,268	 	 	10,715,114	 	 	10,649,646	 	 	11,272,298	 	 	10,871,833	 	 			 			
Preferred stock	  	(5,221,703	)	 	(500,000	)	 	(500,000	)	 	(500,000	)	 	(500,000	)	 			 			
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 			 			
Tangible common equity	  	$10,057,565	 	 	$10,215,114	 	 	$10,149,646	 	 	$10,772,298	 	 	$10,371,833	 	 			 			
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 			 			
Total assets	  	$189,288,974	 	 	$174,776,760	 	 	$177,232,727	 	 	$178,986,947	 	 	$179,573,933	 	 			 			
Goodwill	  	(7,043,503	)	 	(7,062,869	)	 	(7,056,015	)	 	(6,923,033	)	 	(6,921,493	)	 			 			
Other intangible assets including MSRs	  	(1,035,427	)	 	(1,389,965	)	 	(1,442,056	)	 	(1,430,268	)	 	(1,362,995	)	 			 			
MSRs	  	810,474	 	 	1,150,013	 	 	1,193,450	 	 	1,143,405	 	 	1,049,425	 	 			 			
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 			 			
Tangible assets	  	$182,020,518	 	 	$167,473,939	 	 	$169,928,106	 	 	$171,777,051	 	 	$172,338,870	 	 			 			
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 			 			
Tangible equity to tangible assets 5	  	8.39	%	 	6.40	%	 	6.27	%	 	6.56	%	 	6.31	%	 			 			
Tangible common equity to tangible assets 6	  	5.53	%	 	6.10	%	 	5.97	%	 	6.27	%	 	6.02	%	 			 			
								
Net interest income	  	$1,176,860	 	 	$1,146,213	 	 	$1,156,716	 	 	$1,139,867	 	 	$1,167,513	 	 	$4,619,656	 	 	$4,719,544	 	
Taxable-equivalent adjustment	  	31,790	 	 	29,466	 	 	28,256	 	 	27,975	 	 	27,244	 	 	117,487	 	 	102,680	 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net interest income - FTE	  	1,208,650	 	 	1,175,679	 	 	1,184,972	 	 	1,167,842	 	 	1,194,757	 	 	4,737,143	 	 	4,822,224	 	
Noninterest income	  	717,729	 	 	1,285,222	 	 	1,413,010	 	 	1,057,502	 	 	576,017	 	 	4,473,463	 	 	3,428,684	 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total revenue - FTE	  	1,926,379	 	 	2,460,901	 	 	2,597,982	 	 	2,225,344	 	 	1,770,774	 	 	9,210,606	 	 	8,250,908	 	
Securities (gains)/losses, net	  	(411,053	)	 	(173,046	)	 	(549,787	)	 	60,586	 	 	(5,694	)	 	(1,073,300	)	 	(243,117	)	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total revenue - FTE excluding net securities (gains)/losses 7	  	$1,515,326	 	 	$2,287,855	 	 	$2,048,195	 	 	$2,285,930	 	 	$1,765,080	 	 	$8,137,306	 	 	$8,007,791	 	

1	SunTrust presents a return on average assets less net unrealized gains on securities. The foregoing numbers primarily reflect adjustments to remove the effects of the securities portfolio which includes the ownership by the Company of 30.0 million shares of The Coca-Cola Company as of December 31, 2008. The Company uses this information internally to gauge its actual performance in the industry. The Company believes that the return on average assets less the net unrealized securities gains is more indicative of the Company’s return on assets because it more accurately reflects the return on the assets that are related to the Company’s core businesses which are primarily customer relationship and customer transaction driven. The return on average assets less net unrealized gains on securities is computed by dividing annualized net income, excluding securities gains/losses and The Coca-Cola Company dividend, net of tax, by average assets less net unrealized securities gains.	

2	The Company believes that the return on average realized common shareholders’ equity is more indicative of the Company’s return on equity because the excluded equity relates primarily to the holding of a specific security. The return on average realized common shareholders’ equity is computed by dividing annualized net income available to common shareholders, excluding securities gains/losses and The Coca -Cola Company dividend, net of tax, by average realized common shareholders’ equity.	

3	Computed by dividing noninterest expense by total revenue - FTE. The efficiency ratios are presented on an FTE basis. The FTE basis adjusts for the tax-favored status of net interest income from certain loans and investments. The Company believes this measure to be the preferred industry measurement of net interest income and it enhances comparability of net interest income arising from taxable and tax-exempt sources.	

4	SunTrust presents a tangible efficiency ratio which excludes the amortization/impairment of intangible assets other than MSRs. The Company believes this measure is useful to investors because, by removing the effect of these intangible asset costs (the level of which may vary from company to company), it allows investors to more easily compare the Company’s efficiency to other companies in the industry. This measure is utilized by management to assess the efficiency of the Company and its lines of business.	

5	SunTrust presents a tangible equity to tangible assets ratio that excludes the after-tax impact of purchase accounting intangible assets. The Company believes this measure is useful to investors because, by removing the effect of intangible assets that result from merger and acquisition activity (the level of which may vary from company to company), it allows investors to more easily compare the Company’s capital adequacy to other companies in the industry. This measure is used by management to analyze capital adequacy.	

6	SunTrust presents a tangible common equity to tangible assets ratio that excludes preferred stock from tangible equity. The Company believes this measure is useful to investors because, by removing the preferred stock (the level of which may vary from company to company), it allows investors to more easily compare the Company’s capital adequacy to other companies in the industry who also use this measure. This measure is also used by management to analyze capital adequacy.	

7	SunTrust presents total revenue- FTE excluding realized securities (gains)/losses, net. The Company believes noninterest income without net securities (gains)/losses is more indicative of the Company’s performance because it isolates income that is primarily customer relationship and customer transaction driven and is more indicative of normalized operations.	
 
Page 13

SunTrust Banks, Inc. and Subsidiaries
QUARTER-TO-QUARTER COMPARISON - ACTUAL
APPENDIX B TO THE EARNINGS RELEASE
(Dollars in thousands) (Unaudited)

																												
 	  	Three Months Ended	 	
 	  	December 31
2008	 	 	September 30
2008	 	 	Increase/(Decrease) 2	 	 	Sequential
Annualized  1
%	 	 	December 31
2008	 	 	December 31
2007	 	 	Increase/(Decrease) 2	 	
 	  			 			 	Amount	 	 	%	 	 			 			 			 	Amount	 	 	%	 	
STATEMENTS OF INCOME	  			 			 			 			 			 			 			 			 			
										
NET INTEREST INCOME	  	$1,176,860	 	 	$1,146,213	 	 	$30,647	 	 	2.7	%	 	10.7	%	 	$1,176,860	 	 	$1,167,513	 	 	$9,347	 	 	0.8	%	
Provision for loan losses	  	962,494	 	 	503,672	 	 	458,822	 	 	91.1	 	 	NM	 	 	962,494	 	 	356,781	 	 	605,713	 	 	NM	 	
	  	 	 	 	 	 	 			 			 			 	 	 	 	 	 	 			 			
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES	  	214,366	 	 	642,541	 	 	(428,175	)	 	(66.6	)	 	NM	 	 	214,366	 	 	810,732	 	 	(596,366	)	 	(73.6	)	
	  	 	 	 	 	 	 			 			 			 	 	 	 	 	 	 			 			
NONINTEREST INCOME	  			 			 			 			 			 			 			 			 			
										
Service charges on deposit accounts	  	221,751	 	 	240,241	 	 	(18,490	)	 	(7.7	)	 	(30.8	)	 	221,751	 	 	222,213	 	 	(462	)	 	(0.2	)	
Trust and investment management income	  	126,426	 	 	147,477	 	 	(21,051	)	 	(14.3	)	 	(57.1	)	 	126,426	 	 	170,854	 	 	(44,428	)	 	(26.0	)	
Retail investment services	  	70,238	 	 	72,791	 	 	(2,553	)	 	(3.5	)	 	(14.0	)	 	70,238	 	 	71,650	 	 	(1,412	)	 	(2.0	)	
Other charges and fees	  	125,206	 	 	128,776	 	 	(3,570	)	 	(2.8	)	 	(11.1	)	 	125,206	 	 	121,849	 	 	3,357	 	 	2.8	 	
Investment banking income	  	57,962	 	 	62,164	 	 	(4,202	)	 	(6.8	)	 	(27.0	)	 	57,962	 	 	55,041	 	 	2,921	 	 	5.3	 	
Trading account profits/(losses) and commissions	  	(61,879	)	 	121,136	 	 	(183,015	)	 	NM	 	 	NM	 	 	(61,879	)	 	(437,162	)	 	375,283	 	 	85.8	 	
Card fees	  	77,909	 	 	78,138	 	 	(229	)	 	(0.3	)	 	(1.2	)	 	77,909	 	 	77,481	 	 	428	 	 	0.6	 	
Mortgage production related income/(loss)	  	(27,717	)	 	50,028	 	 	(77,745	)	 	NM	 	 	NM	 	 	(27,717	)	 	22,366	 	 	(50,083	)	 	NM	 	
Mortgage servicing related income/(loss)	  	(336,129	)	 	62,654	 	 	(398,783	)	 	NM	 	 	NM	 	 	(336,129	)	 	57,364	 	 	(393,493	)	 	NM	 	
Gain/(loss) on sale of businesses	  	(2,711	)	 	81,813	 	 	(84,524	)	 	NM	 	 	NM	 	 	(2,711	)	 	-	 	 	(2,711	)	 	NM	 	
Net gain on sale/leaseback of premises	  	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	118,840	 	 	(118,840	)	 	(100.0	)	
Other noninterest income	  	55,620	 	 	66,958	 	 	(11,338	)	 	(16.9	)	 	(67.7	)	 	55,620	 	 	89,827	 	 	(34,207	)	 	(38.1	)	
Securities gains/(losses), net	  	411,053	 	 	173,046	 	 	238,007	 	 	NM	 	 	NM	 	 	411,053	 	 	5,694	 	 	405,359	 	 	NM	 	
	  	 	 	 	 	 	 			 			 			 	 	 	 	 	 	 			 			
Total noninterest income	  	717,729	 	 	1,285,222	 	 	(567,493	)	 	(44.2	)	 	NM	 	 	717,729	 	 	576,017	 	 	141,712	 	 	24.6	 	
	  	 	 	 	 	 	 			 			 			 	 	 	 	 	 	 			 			
NONINTEREST EXPENSE	  			 			 			 			 			 			 			 			 			
										
Employee compensation and benefits	  	638,014	 	 	696,210	 	 	(58,196	)	 	(8.4	)	 	(33.4	)	 	638,014	 	 	682,810	 	 	(44,796	)	 	(6.6	)	
Net occupancy expense	  	86,620	 	 	88,745	 	 	(2,125	)	 	(2.4	)	 	(9.6	)	 	86,620	 	 	92,705	 	 	(6,085	)	 	(6.6	)	
Outside processing and software	  	143,880	 	 	132,361	 	 	11,519	 	 	8.7	 	 	34.8	 	 	143,880	 	 	105,407	 	 	38,473	 	 	36.5	 	
Equipment expense	  	47,892	 	 	51,931	 	 	(4,039	)	 	(7.8	)	 	(31.1	)	 	47,892	 	 	51,734	 	 	(3,842	)	 	(7.4	)	
Marketing and customer development	  	51,636	 	 	217,693	 	 	(166,057	)	 	(76.3	)	 	NM	 	 	51,636	 	 	59,115	 	 	(7,479	)	 	(12.7	)	
Amortization/impairment of intangible assets	  	17,259	 	 	18,551	 	 	(1,292	)	 	(7.0	)	 	(27.9	)	 	17,259	 	 	23,414	 	 	(6,155	)	 	(26.3	)	
Visa litigation	  	(14,345	)	 	20,000	 	 	(34,345	)	 	NM	 	 	NM	 	 	(14,345	)	 	76,930	 	 	(91,275	)	 	NM	 	
Operating losses	  	236,078	 	 	135,183	 	 	100,895	 	 	74.6	 	 	NM	 	 	236,078	 	 	42,815	 	 	193,263	 	 	NM	 	
Mortgage reinsurance	  	99,999	 	 	48,956	 	 	51,043	 	 	NM	 	 	NM	 	 	99,999	 	 	79	 	 	99,920	 	 	NM	 	
Other noninterest expense	  	281,605	 	 	258,456	 	 	23,149	 	 	9.0	 	 	35.8	 	 	281,605	 	 	320,332	 	 	(38,727	)	 	(12.1	)	
	  	 	 	 	 	 	 			 			 			 	 	 	 	 	 	 			 			
Total noninterest expense	  	1,588,638	 	 	1,668,086	 	 	(79,448	)	 	(4.8	)	 	(19.1	)	 	1,588,638	 	 	1,455,341	 	 	133,297	 	 	9.2	 	
	  	 	 	 	 	 	 			 			 			 	 	 	 	 	 	 			 			
INCOME/(LOSS) BEFORE PROVISION/(BENEFIT) FOR INCOME TAXES	  	(656,543	)	 	259,677	 	 	(916,220	)	 	NM	 	 	NM	 	 	(656,543	)	 	(68,592	)	 	(587,951	)	 	NM	 	
Provision/(benefit) for income taxes	  	(308,956	)	 	(52,767	)	 	(256,189	)	 	NM	 	 	NM	 	 	(308,956	)	 	(79,716	)	 	(229,240	)	 	NM	 	
	  	 	 	 	 	 	 			 			 			 	 	 	 	 	 	 			 			
NET INCOME/(LOSS)	  	(347,587	)	 	312,444	 	 	(660,031	)	 	NM	 	 	NM	 	 	(347,587	)	 	11,124	 	 	(358,711	)	 	NM	 	
Preferred dividends, Series A	  	5,055	 	 	5,111	 	 	(56	)	 	(1.1	)	 	(4.4	)	 	5,055	 	 	7,867	 	 	(2,812	)	 	(35.7	)	
U.S. Treasury preferred dividends	  	26,579	 	 	-	 	 	26,579	 	 	NM	 	 	NM	 	 	26,579	 	 	-	 	 	26,579	 	 	NM	 	
	  	 	 	 	 	 	 			 			 			 	 	 	 	 	 	 			 			
NET INCOME/(LOSS) AVAILABLE TO COMMON SHAREHOLDERS	  	($379,221	)	 	$307,333	 	 	($686,554	)	 	NM	%	 	NM	%	 	($379,221	)	 	$3,257	 	 	($382,478	)	 	NM	%	
	  	 	 	 	 	 	 			 			 			 	 	 	 	 	 	 			 			
REVENUE	  			 			 			 			 			 			 			 			 			
										
Net interest income	  	$1,176,860	 	 	$1,146,213	 	 	$30,647	 	 	2.7	%	 	10.7	%	 	$1,176,860	 	 	$1,167,513	 	 	$9,347	 	 	0.8	%	
Taxable-equivalent adjustment	  	31,790	 	 	29,466	 	 	2,324	 	 	7.9	 	 	31.5	 	 	31,790	 	 	27,244	 	 	4,546	 	 	16.7	 	
	  	 	 	 	 	 	 			 			 			 	 	 	 	 	 	 			 			
Net interest income - FTE	  	1,208,650	 	 	1,175,679	 	 	32,971	 	 	2.8	 	 	11.2	 	 	1,208,650	 	 	1,194,757	 	 	13,893	 	 	1.2	 	
Noninterest income	  	717,729	 	 	1,285,222	 	 	(567,493	)	 	(44.2	)	 	NM	 	 	717,729	 	 	576,017	 	 	141,712	 	 	24.6	 	
	  	 	 	 	 	 	 			 			 			 	 	 	 	 	 	 			 			
Total revenue - FTE	  	$1,926,379	 	 	$2,460,901	 	 	($534,522	)	 	(21.7	)	 	(86.9	)	 	$1,926,379	 	 	$1,770,774	 	 	$155,605	 	 	8.8	 	
	  	 	 	 	 	 	 			 			 			 	 	 	 	 	 	 			 			
SELECTED AVERAGE BALANCES (Dollars in millions)	  			 			 			 			 			 			 			 			 			
										
Average loans	  			 			 			 			 			 			 			 			 			
Commercial-FTE	  	$40,464	 	 	$38,064	 	 	$2,400	 	 	6.3	%	 	25.2	%	 	$40,464	 	 	$34,879	 	 	$5,585	 	 	16.0	%	
Real estate home equity lines	  	15,803	 	 	15,424	 	 	379	 	 	2.5	 	 	9.8	 	 	15,803	 	 	14,395	 	 	1,408	 	 	9.8	 	
Real estate construction	  	8,915	 	 	10,502	 	 	(1,587	)	 	(15.1	)	 	(60.5	)	 	8,915	 	 	13,251	 	 	(4,336	)	 	(32.7	)	
Real estate 1-4 family	  	31,007	 	 	31,486	 	 	(479	)	 	(1.5	)	 	(6.1	)	 	31,007	 	 	31,990	 	 	(983	)	 	(3.1	)	
Real estate commercial	  	14,737	 	 	14,139	 	 	598	 	 	4.2	 	 	16.9	 	 	14,737	 	 	12,892	 	 	1,845	 	 	14.3	 	
Credit card	  	999	 	 	860	 	 	139	 	 	16.2	 	 	64.8	 	 	999	 	 	690	 	 	309	 	 	44.8	 	
Consumer - direct	  	5,009	 	 	4,705	 	 	304	 	 	6.5	 	 	25.9	 	 	5,009	 	 	3,949	 	 	1,060	 	 	26.8	 	
Consumer - indirect	  	6,821	 	 	7,152	 	 	(331	)	 	(4.6	)	 	(18.5	)	 	6,821	 	 	7,877	 	 	(1,056	)	 	(13.4	)	
Nonaccrual and restructured	  	3,853	 	 	3,309	 	 	544	 	 	16.4	 	 	65.8	 	 	3,853	 	 	1,171	 	 	2,682	 	 	NM	 	
	  	 	 	 	 	 	 			 			 			 	 	 	 	 	 	 			 			
Total loans	  	$127,608	 	 	$125,641	 	 	$1,967	 	 	1.6	%	 	6.3	%	 	$127,608	 	 	$121,094	 	 	$6,514	 	 	5.4	%	
	  	 	 	 	 	 	 			 			 			 	 	 	 	 	 	 			 			
Average deposits	  			 			 			 			 			 			 			 			 			
Noninterest bearing deposits	  	$20,955	 	 	$20,880	 	 	$75	 	 	0.4	%	 	1.4	%	 	$20,955	 	 	$20,948	 	 	$7	 	 	0.0	%	
NOW accounts	  	20,095	 	 	20,501	 	 	(406	)	 	(2.0	)	 	(7.9	)	 	20,095	 	 	20,737	 	 	(642	)	 	(3.1	)	
Money market accounts	  	27,969	 	 	26,897	 	 	1,072	 	 	4.0	 	 	15.9	 	 	27,969	 	 	24,262	 	 	3,707	 	 	15.3	 	
Savings	  	3,460	 	 	3,771	 	 	(311	)	 	(8.2	)	 	(33.0	)	 	3,460	 	 	4,178	 	 	(718	)	 	(17.2	)	
Consumer and other time	  	29,760	 	 	28,150	 	 	1,610	 	 	5.7	 	 	22.9	 	 	29,760	 	 	29,524	 	 	236	 	 	0.8	 	
	  	 	 	 	 	 	 			 			 			 	 	 	 	 	 	 			 			
Total consumer and commercial deposits	  	102,239	 	 	100,199	 	 	2,040	 	 	2.0	 	 	8.1	 	 	102,239	 	 	99,649	 	 	2,590	 	 	2.6	 	
Brokered and foreign deposits	  	12,648	 	 	15,800	 	 	(3,152	)	 	(19.9	)	 	(79.8	)	 	12,648	 	 	15,717	 	 	(3,069	)	 	(19.5	)	
	  	 	 	 	 	 	 			 			 			 	 	 	 	 	 	 			 			
Total deposits	  	$114,887	 	 	$115,999	 	 	($1,112	)	 	(1.0	)%	 	(3.8	)%	 	$114,887	 	 	$115,366	 	 	($479	)	 	(0.4	)%	
	  	 	 	 	 	 	 			 			 			 	 	 	 	 	 	 			 			
SELECTED CREDIT DATA (Dollars in thousands)	  			 			 			 			 			 			 			 			 			
										
Nonaccrual loans	  	3,940,026	 	 	$3,289,518	 	 	$650,508	 	 	19.8	%	 	79.1	%	 	$3,940,026	 	 	$1,430,407	 	 	$2,509,619	 	 	NM	%	
Other real estate owned (OREO)	  	500,481	 	 	387,037	 	 	113,444	 	 	29.3	 	 	NM	 	 	500,481	 	 	183,753	 	 	316,728	 	 	NM	 	
Other repossessed assets	  	15,866	 	 	13,714	 	 	2,152	 	 	15.7	 	 	62.8	 	 	15,866	 	 	11,536	 	 	4,330	 	 	37.5	 	
	  	 	 	 	 	 	 			 			 			 	 	 	 	 	 	 			 			
Total nonperforming assets	  	$4,456,373	 	 	$3,690,269	 	 	$766,104	 	 	20.8	%	 	83.0	%	 	$4,456,373	 	 	$1,625,696	 	 	$2,830,677	 	 	NM	%	
	  	 	 	 	 	 	 			 			 			 	 	 	 	 	 	 			 			
Allowance for loan and lease losses	  	$2,350,996	 	 	$1,941,000	 	 	$409,996	 	 	21.1	%	 	84.5	%	 	$2,350,996	 	 	$1,282,504	 	 	$1,068,492	 	 	83.3	%	

1	Multiply percentage change by 4 to calculate sequential annualized change.	

2	“NM” - Not meaningful. Those changes over 100 percent were not considered to be meaningful.	
 
Page 14

SunTrust Banks, Inc. and Subsidiaries
YEAR-TO-DATE COMPARISON - ACTUAL
APPENDIX B TO THE EARNINGS RELEASE, continued
(Dollars in thousands) (Unaudited)

													
 	  	Twelve Months Ended	 	
 	  	December
31 2008	 	 	December
31 2007	 	 	Increase/(Decrease)	 	
 	  			 			 	Amount	 	 	% 1	 	
STATEMENTS OF INCOME	  			 			 			 			
					
NET INTEREST INCOME	  	$4,619,656	 	 	$4,719,544	 	 	($99,888	)	 	(2.1	)%	
					
Provision for loan losses	  	2,474,215	 	 	664,922	 	 	1,809,293	 	 	NM	 	
	  	 	 	 	 	 	 			 			
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES	  	2,145,441	 	 	4,054,622	 	 	(1,909,181	)	 	(47.1	)	
	  	 	 	 	 	 	 			 			
NONINTEREST INCOME	  			 			 			 			
					
Service charges on deposit accounts	  	904,127	 	 	822,031	 	 	82,096	 	 	10.0	 	
Trust and investment management income	  	592,324	 	 	685,034	 	 	(92,710	)	 	(13.5	)	
Retail investment services	  	289,093	 	 	278,042	 	 	11,051	 	 	4.0	 	
Other charges and fees	  	510,794	 	 	479,074	 	 	31,720	 	 	6.6	 	
Investment banking income	  	236,533	 	 	214,885	 	 	21,648	 	 	10.1	 	
Trading account profits/(losses) and commissions	  	38,169	 	 	(361,711	)	 	399,880	 	 	NM	 	
Card fees	  	308,374	 	 	280,706	 	 	27,668	 	 	9.9	 	
Mortgage production related income	  	171,368	 	 	90,983	 	 	80,385	 	 	88.4	 	
Mortgage servicing related income/(loss)	  	(211,829	)	 	195,436	 	 	(407,265	)	 	NM	 	
Gain on sale of businesses	  	198,140	 	 	32,340	 	 	165,800	 	 	NM	 	
Gain on Visa IPO	  	86,305	 	 	-	 	 	86,305	 	 	NM	 	
Net gain on sale/leaseback of premises	  	37,039	 	 	118,840	 	 	(81,801	)	 	(68.8	)	
Other noninterest income	  	239,726	 	 	349,907	 	 	(110,181	)	 	(31.5	)	
Net securities gains	  	1,073,300	 	 	243,117	 	 	830,183	 	 	NM	 	
	  	 	 	 	 	 	 			 			
Total noninterest income	  	4,473,463	 	 	3,428,684	 	 	1,044,779	 	 	30.5	 	
	  	 	 	 	 	 	 			 			
NONINTEREST EXPENSE	  			 			 			 			
					
Employee compensation and benefits	  	2,761,264	 	 	2,770,188	 	 	(8,924	)	 	(0.3	)	
Net occupancy expense	  	347,289	 	 	351,238	 	 	(3,949	)	 	(1.1	)	
Outside processing and software	  	492,611	 	 	410,945	 	 	81,666	 	 	19.9	 	
Equipment expense	  	203,209	 	 	206,498	 	 	(3,289	)	 	(1.6	)	
Marketing and customer development	  	372,235	 	 	195,043	 	 	177,192	 	 	90.8	 	
Amortization/impairment of intangible assets	  	121,260	 	 	96,680	 	 	24,580	 	 	25.4	 	
Loss on extinguishment of debt	  	11,723	 	 	9,800	 	 	1,923	 	 	19.6	 	
Visa litigation	  	(33,469	)	 	76,930	 	 	(110,399	)	 	NM	 	
Operating losses	  	446,178	 	 	134,028	 	 	312,150	 	 	NM	 	
Mortgage reinsurance	  	179,927	 	 	174	 	 	179,753	 	 	NM	 	
Other noninterest expense	  	988,174	 	 	982,253	 	 	5,921	 	 	0.6	 	
	  	 	 	 	 	 	 			 			
Total noninterest expense	  	5,890,401	 	 	5,233,777	 	 	656,624	 	 	12.5	 	
	  	 	 	 	 	 	 			 			
INCOME BEFORE PROVISION FOR INCOME TAXES	  	728,503	 	 	2,249,529	 	 	(1,521,026	)	 	(67.6	)	
Provision/(benefit) for income taxes	  	(67,271	)	 	615,514	 	 	(682,785	)	 	NM	 	
	  	 	 	 	 	 	 			 			
NET INCOME	  	795,774	 	 	1,634,015	 	 	(838,241	)	 	(51.3	)	
Preferred dividends, Series A	  	22,255	 	 	30,275	 	 	(8,020	)	 	(26.5	)	
U.S. Treasury preferred dividends	  	26,579	 	 	-	 	 	26,579	 	 	NM	 	
	  	 	 	 	 	 	 			 			
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS	  	$746,940	 	 	$1,603,740	 	 	($856,800	)	 	(53.4	)%	
	  	 	 	 	 	 	 			 			
REVENUE	  			 			 			 			
					
Net interest income	  	$4,619,656	 	 	$4,719,544	 	 	($99,888	)	 	(2.1	)%	
Taxable-equivalent adjustment	  	117,487	 	 	102,680	 	 	14,807	 	 	14.4	 	
	  	 	 	 	 	 	 			 			
Net interest income - FTE	  	4,737,143	 	 	4,822,224	 	 	(85,081	)	 	(1.8	)	
Noninterest income	  	4,473,463	 	 	3,428,684	 	 	1,044,779	 	 	30.5	 	
	  	 	 	 	 	 	 			 			
Total revenue - FTE	  	$9,210,606	 	 	$8,250,908	 	 	$959,698	 	 	11.6	%	
	  	 	 	 	 	 	 			 			
SELECTED AVERAGE BALANCES (Dollars in millions)	  			 			 			 			
					
Average loans	  			 			 			 			
Commercial-FTE	  	$38,132	 	 	$34,194	 	 	$3,938	 	 	11.5	%	
Real estate home equity lines	  	15,205	 	 	14,031	 	 	1,174	 	 	8.4	 	
Real estate construction	  	10,829	 	 	13,520	 	 	(2,693	)	 	(19.9	)	
Real estate 1-4 family	  	31,759	 	 	31,951	 	 	(192	)	 	(0.6	)	
Real estate commercial	  	13,969	 	 	12,803	 	 	1,164	 	 	9.1	 	
Credit card	  	863	 	 	496	 	 	367	 	 	74.0	 	
Consumer - direct	  	4,542	 	 	4,221	 	 	321	 	 	7.6	 	
Consumer - indirect	  	7,262	 	 	8,018	 	 	(756	)	 	(9.4	)	
Nonaccrual and restructured	  	2,873	 	 	847	 	 	2,026	 	 	NM	 	
	  	 	 	 	 	 	 			 			
Total loans	  	$125,433	 	 	$120,081	 	 	$5,352	 	 	4.5	%	
	  	 	 	 	 	 	 			 			
Average deposits	  			 			 			 			
Noninterest bearing deposits	  	$20,949	 	 	$21,677	 	 	($728	)	 	(3.4	)%	
NOW accounts	  	21,081	 	 	20,043	 	 	1,038	 	 	5.2	 	
Money market accounts	  	26,565	 	 	22,677	 	 	3,888	 	 	17.1	 	
Savings	  	3,771	 	 	4,609	 	 	(838	)	 	(18.2	)	
Consumer and other time	  	28,967	 	 	29,015	 	 	(48	)	 	(0.2	)	
	  	 	 	 	 	 	 			 			
Total consumer and commercial deposits	  	101,333	 	 	98,021	 	 	3,312	 	 	3.4	 	
Brokered and foreign deposits	  	14,743	 	 	21,856	 	 	(7,113	)	 	(32.5	)	
	  	 	 	 	 	 	 			 			
Total deposits	  	$116,076	 	 	$119,877	 	 	($3,800	)	 	(3.2	)%	

1	“NM” - Not meaningful. Those changes over 100 percent were not considered to be meaningful.	
 
Page 15

SunTrust Banks, Inc. and Subsidiaries
RETAIL AND COMMERCIAL LINE OF BUSINESS
(Dollars in thousands) (Unaudited)

																			
 	  	Three Months Ended	 	 	Twelve Months Ended	 	
 	  	December 31
2008	 	 	December 31
2007	 	 	%
Change 3	 	 	December 31
2008	 	 	December 31
2007	 	 	%
Change 3	 	
Statements of Income	  			 			 			 			 			 			
Net interest income 1	  	$657,287	 	 	$674,122	 	 	(2.5	)%	 	$2,582,613	 	 	$2,798,040	 	 	(7.7	)%	
FTE adjustment	  	8,858	 	 	8,885	 	 	(0.3	)	 	34,404	 	 	36,910	 	 	(6.8	)	
	  	 	 	 	 	 	 			 	 	 	 	 	 	 			
Net interest income - FTE	  	666,145	 	 	683,007	 	 	(2.5	)	 	2,617,017	 	 	2,834,950	 	 	(7.7	)	
Provision for loan losses 2	  	290,020	 	 	105,898	 	 	NM	 	 	878,983	 	 	285,840	 	 	NM	 	
	  	 	 	 	 	 	 			 	 	 	 	 	 	 			
Net interest income after provision for loan losses - FTE	  	376,125	 	 	577,109	 	 	(34.8	)	 	1,738,034	 	 	2,549,110	 	 	(31.8	)	

Noninterest income before securities gains/(losses)	  	331,629	 	 	330,559	 	 	0.3	 	 	1,352,891	 	 	1,250,024	 	 	8.2	 	
Securities gains/(losses), net	  	(6	)	 	-	 	 	-	 	 	(226	)	 	3	 	 	NM	 	
	  	 	 	 	 	 	 			 	 	 	 	 	 	 			
Total noninterest income	  	331,623	 	 	330,559	 	 	0.3	 	 	1,352,665	 	 	1,250,027	 	 	8.2	 	

Noninterest expense before amortization of intangible assets	  	670,452	 	 	623,865	 	 	7.5	 	 	2,565,988	 	 	2,494,021	 	 	2.9	 	
Amortization of intangible assets	  	13,439	 	 	15,707	 	 	(14.4	)	 	57,169	 	 	68,917	 	 	(17.0	)	

Total noninterest expense	  	683,891	 	 	639,572	 	 	6.9	 	 	2,623,157	 	 	2,562,938	 	 	2.3	 	
	  	 	 	 	 	 	 			 	 	 	 	 	 	 			
Income before provision/(benefit) for income taxes	  	23,857	 	 	268,096	 	 	(91.1	)	 	467,542	 	 	1,236,199	 	 	(62.2	)	
Provision/(benefit) for income taxes	  	(3,512	)	 	86,554	 	 	NM	 	 	126,513	 	 	408,795	 	 	(69.1	)	
FTE adjustment	  	8,858	 	 	8,885	 	 	(0.3	)	 	34,404	 	 	36,910	 	 	(6.8	)	
	  	 	 	 	 	 	 			 	 	 	 	 	 	 			
Net income	  	$18,511	 	 	$172,657	 	 	(89.3	)	 	$306,625	 	 	$790,494	 	 	(61.2	)	

Total revenue - FTE	  	$997,768	 	 	$1,013,566	 	 	(1.6	)	 	$3,969,682	 	 	$4,084,977	 	 	(2.8	)	
							
Selected Average Balances	  			 			 			 			 			 			
							
Total loans	  	$51,462,734	 	 	$50,475,414	 	 	2.0	%	 	$51,147,782	 	 	$51,198,675	 	 	(0.1	)%	
Goodwill	  	5,915,688	 	 	5,866,876	 	 	0.8	 	 	5,852,562	 	 	5,860,859	 	 	(0.1	)	
Other intangible assets excluding MSRs	  	161,713	 	 	177,747	 	 	(9.0	)	 	163,890	 	 	203,371	 	 	(19.4	)	
Total assets	  	58,951,810	 	 	58,160,613	 	 	1.4	 	 	58,603,247	 	 	58,591,299	 	 	0.0	 	
Total deposits	  	81,878,207	 	 	79,908,943	 	 	2.5	 	 	80,943,903	 	 	80,153,021	 	 	1.0	 	
							
Performance Ratios	  			 			 			 			 			 			
							
Efficiency ratio	  	68.54	%	 	63.10	%	 			 	66.08	%	 	62.74	%	 			
Impact of excluding amortization of intangible assets	  	(5.89	)	 	(5.42	)	 			 	(5.68	)	 	(5.42	)	 			
	  	 	 	 	 	 	 			 	 	 	 	 	 	 			
Tangible efficiency ratio	  	62.65	%	 	57.68	%	 			 	60.40	%	 	57.32	%	 			

1	Net interest income does not include the funding benefit that would result from holding shareholders’ equity at the line of business level due to the fact that shareholders’ equity is not allocated to the lines of business at this time.	

2	Provision for loan losses represents net charge-offs for the lines of business.	

3	“NM” - Not meaningful. Those changes over 100 percent were not considered to be meaningful.	
 
Page 16

SunTrust Banks, Inc. and Subsidiaries
WHOLESALE BANKING LINE OF BUSINESS
(Dollars in thousands) (Unaudited)

																			
 	  	Three Months Ended	 	 	Twelve Months Ended	 	
 	  	December 31	 	 	December 31	 	 	%	 	 	December 31	 	 	December 31	 	 	%	 	
 	  	2008	 	 	2007	 	 	Change 3	 	 	2008	 	 	2007	 	 	Change 3	 	
Statements of Income	  			 			 			 			 			 			
Net interest income 1	  	$142,302	 	 	$128,586	 	 	10.7	%	 	$499,898	 	 	$517,752	 	 	(3.4	)%	
FTE adjustment	  	18,661	 	 	13,622	 	 	37.0	 	 	64,825	 	 	47,851	 	 	35.5	 	
	  	 	 	 	 	 	 			 	 	 	 	 	 	 			
Net interest income - FTE	  	160,963	 	 	142,208	 	 	13.2	 	 	564,723	 	 	565,603	 	 	(0.2	)	
Provision for loan losses 2	  	111,859	 	 	13,058	 	 	NM	 	 	167,429	 	 	46,923	 	 	NM	 	
	  	 	 	 	 	 	 			 	 	 	 	 	 	 			
Net interest income after provision for loan losses - FTE	  	49,104	 	 	129,150	 	 	(62.0	)	 	397,294	 	 	518,680	 	 	(23.4	)	

Noninterest income before securities gains/(losses)	  	132,686	 	 	14,239	 	 	NM	 	 	649,193	 	 	480,964	 	 	35.0	 	
Securities gains/(losses), net	  	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	
	  	 	 	 	 	 	 			 	 	 	 	 	 	 			
Total noninterest income	  	132,686	 	 	14,239	 	 	NM	 	 	649,193	 	 	480,964	 	 	35.0	 	

Noninterest expense before amortization of intangible assets	  	214,327	 	 	246,473	 	 	(13.0	)	 	818,382	 	 	811,946	 	 	0.8	 	
Amortization of intangible assets	  	122	 	 	122	 	 	-	 	 	488	 	 	488	 	 	-	 	
	  	 	 	 	 	 	 			 	 	 	 	 	 	 			
Total noninterest expense	  	214,449	 	 	246,595	 	 	(13.0	)	 	818,870	 	 	812,434	 	 	0.8	 	

Income/(loss) before provision/(benefit) for income taxes	  	(32,659	)	 	(103,206	)	 	(68.4	)	 	227,617	 	 	187,210	 	 	21.6	 	
Provision/(benefit) for income taxes	  	(63,603	)	 	(74,796	)	 	(15.0	)	 	(54,503	)	 	(56,727	)	 	(3.9	)	
FTE adjustment	  	18,661	 	 	13,622	 	 	37.0	 	 	64,825	 	 	47,851	 	 	35.5	 	
	  	 	 	 	 	 	 			 	 	 	 	 	 	 			
Net income/(loss)	  	$12,283	 	 	($42,032	)	 	NM	 	 	$217,295	 	 	$196,086	 	 	10.8	 	

Total revenue - FTE	  	$293,649	 	 	$156,447	 	 	87.7	 	 	$1,213,916	 	 	$1,046,567	 	 	16.0	 	
							
Selected Average Balances	  			 			 			 			 			 			
							
Total loans	  	$37,258,126	 	 	$31,245,564	 	 	19.2	%	 	$34,615,063	 	 	$29,789,871	 	 	16.2	%	
Goodwill	  	522,633	 	 	446,700	 	 	17.0	 	 	523,621	 	 	446,706	 	 	17.2	 	
Other intangible assets excluding MSRs	  	430	 	 	919	 	 	(53.2	)	 	616	 	 	1,101	 	 	(44.1	)	
Total assets	  	50,548,820	 	 	41,649,859	 	 	21.4	 	 	46,454,855	 	 	39,421,580	 	 	17.8	 	
Total deposits	  	9,332,227	 	 	7,437,346	 	 	25.5	 	 	9,059,997	 	 	5,552,618	 	 	63.2	 	
							
Performance Ratios	  			 			 			 			 			 			
							
Efficiency ratio	  	73.03	%	 	157.62	%	 			 	67.46	%	 	77.63	%	 			
Impact of excluding amortization of intangible assets	  	(1.56	)	 	(5.00	)	 			 	(1.36	)	 	(1.48	)	 			
	  	 	 	 	 	 	 			 	 	 	 	 	 	 			
Tangible efficiency ratio	  	71.47	%	 	152.62	%	 			 	66.10	%	 	76.15	%	 			

1	Net interest income does not include the funding benefit that would result from holding shareholders’ equity at the line of business level due to the fact that shareholders’ equity is not allocated to the lines of business at this time.	

2	Provision for loan losses represents net charge-offs for the lines of business.	

3	“NM” - Not meaningful. Those changes over 100 percent were not considered to be meaningful.	
 
Page 17

SunTrust Banks, Inc. and Subsidiaries
MORTGAGE LINE OF BUSINESS
(Dollars in thousands) (Unaudited)

																			
 	  	Three Months Ended	 	 	Twelve Months Ended	 	
 	  	December 31
2008	 	 	December 31
2007	 	 	%
Change 3	 	 	December 31
2008	 	 	December 31
2007	 	 	%
Change 3	 	
Statements of Income	  			 			 			 			 			 			
Net interest income 1	  	$94,527	 	 	$128,803	 	 	(26.6	)%	 	$456,268	 	 	$523,253	 	 	(12.8	)%	
FTE adjustment	  	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	
	  	 	 	 	 	 	 			 	 	 	 	 	 	 			
Net interest income - FTE	  	94,527	 	 	128,803	 	 	(26.6	)	 	456,268	 	 	523,253	 	 	(12.8	)	
Provision for loan losses 2	  	140,156	 	 	46,163	 	 	NM	 	 	491,280	 	 	81,157	 	 	NM	 	
	  	 	 	 	 	 	 			 	 	 	 	 	 	 			
Net interest income after provision for loan losses - FTE	  	(45,629	)	 	82,640	 	 	NM	 	 	(35,012	)	 	442,096	 	 	NM	 	

Noninterest income before securities gains/(losses)	  	(343,999	)	 	100,389	 	 	NM	 	 	36,777	 	 	365,752	 	 	(89.9	)	
Securities gains/(losses), net	  	410,737	 	 	-	 	 	-	 	 	399,177	 	 	-	 	 	-	 	
	  	 	 	 	 	 	 			 	 	 	 	 	 	 			
Total noninterest income	  	66,738	 	 	100,389	 	 	(33.5	)	 	435,954	 	 	365,752	 	 	19.2	 	

Noninterest expense before amortization of intangible assets	  	493,149	 	 	237,787	 	 	NM	 	 	1,331,562	 	 	820,893	 	 	62.2	 	
Amortization of intangible assets	  	30	 	 	763	 	 	(96.1	)	 	1,520	 	 	3,053	 	 	(50.2	)	
	  	 	 	 	 	 	 			 	 	 	 	 	 	 			
Total noninterest expense	  	493,179	 	 	238,550	 	 	NM	 	 	1,333,082	 	 	823,946	 	 	61.8	 	

Income/(loss) before provision/(benefit) for income taxes	  	(472,070	)	 	(55,521	)	 	NM	 	 	(932,140	)	 	(16,098	)	 	NM	 	
Provision/(benefit) for income taxes	  	(186,441	)	 	(25,103	)	 	NM	 	 	(370,360	)	 	(21,539	)	 	NM	 	
FTE adjustment	  	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	
	  	 	 	 	 	 	 			 	 	 	 	 	 	 			
Net income/(loss)	  	($285,629	)	 	($30,418	)	 	NM	 	 	($561,780	)	 	$5,441	 	 	NM	 	

Total revenue - FTE	  	$161,265	 	 	$229,192	 	 	(29.6	)	 	$892,222	 	 	$889,005	 	 	0.4	 	
							
Selected Average Balances	  			 			 			 			 			 			
							
Total loans	  	$30,578,302	 	 	$31,328,575	 	 	(2.4	)%	 	$31,342,036	 	 	$30,805,460	 	 	1.7	%	
Goodwill	  	279,295	 	 	276,598	 	 	1.0	 	 	277,413	 	 	276,459	 	 	0.3	 	
Other intangible assets excluding MSRs	  	106	 	 	2,014	 	 	(94.7	)	 	527	 	 	3,151	 	 	(83.3	)	
Total assets	  	40,602,117	 	 	44,819,241	 	 	(9.4	)	 	41,980,502	 	 	45,554,067	 	 	(7.8	)	
Total deposits	  	2,125,512	 	 	2,048,331	 	 	3.8	 	 	2,238,165	 	 	2,136,678	 	 	4.7	 	
							
Performance Ratios	  			 			 			 			 			 			
Efficiency ratio	  	305.82	%	 	104.08	%	 			 	149.41	%	 	92.68	%	 			
Impact of excluding amortization of intangible assets	  	(6.20	)	 	(1.73	)	 			 	(2.29	)	 	(1.60	)	 			
	  	 	 	 	 	 	 			 	 	 	 	 	 	 			
Tangible efficiency ratio	  	299.62	%	 	102.35	%	 			 	147.12	%	 	91.08	%	 			

Other Information	  			 			 			 			 			 			
							
Production Data	  			 			 			 			 			 			
Channel mix	  			 			 			 			 			 			
Retail	  	$3,131,622	 	 	$4,937,847	 	 	(36.6	)%	 	$17,019,652	 	 	$23,190,416	 	 	(26.6	)%	
Wholesale	  	2,117,785	 	 	5,128,463	 	 	(58.7	)	 	12,130,940	 	 	21,604,003	 	 	(43.8	)	
Correspondent	  	1,976,900	 	 	2,879,608	 	 	(31.3	)	 	7,279,578	 	 	13,552,369	 	 	(46.3	)	
	  	 	 	 	 	 	 			 	 	 	 	 	 	 			
Total production	  	$7,226,307	 	 	$12,945,918	 	 	(44.2	)	 	$36,430,170	 	 	$58,346,788	 	 	(37.6	)	
	  	 	 	 	 	 	 			 	 	 	 	 	 	 			
Channel mix - percent	  			 			 			 			 			 			
Retail	  	43	%	 	38	%	 			 	47	%	 	40	%	 			
Wholesale	  	29	 	 	40	 	 			 	33	 	 	37	 	 			
Correspondent	  	28	 	 	22	 	 			 	20	 	 	23	 	 			
	  	 	 	 	 	 	 			 	 	 	 	 	 	 			
Total production	  	100	%	 	100	%	 			 	100	%	 	100	%	 			
	  	 	 	 	 	 	 			 	 	 	 	 	 	 			
Purchase and refinance mix	  			 			 			 			 			 			
Refinance	  	$3,077,888	 	 	$5,518,486	 	 	(44.2	)	 	$16,371,010	 	 	$25,073,101	 	 	(34.7	)	
Purchase	  	4,148,419	 	 	7,427,432	 	 	(44.1	)	 	20,059,160	 	 	33,273,687	 	 	(39.7	)	
	  	 	 	 	 	 	 			 	 	 	 	 	 	 			
Total production	  	$7,226,307	 	 	$12,945,918	 	 	(44.2	)	 	$36,430,170	 	 	$58,346,788	 	 	(37.6	)	
	  	 	 	 	 	 	 			 	 	 	 	 	 	 			
Purchase and refinance mix - percent	  			 			 			 			 			 			
Refinance	  	43	%	 	43	%	 			 	45	%	 	43	%	 			
Purchase	  	57	 	 	57	 	 			 	55	 	 	57	 	 			
	  	 	 	 	 	 	 			 	 	 	 	 	 	 			
Total production	  	100	%	 	100	%	 			 	100	%	 	100	%	 			
	  	 	 	 	 	 	 			 	 	 	 	 	 	 			
Applications	  	$16,785,691	 	 	$21,676,536	 	 	(22.6	)	 	$68,558,868	 	 	$91,892,599	 	 	(25.4	)	
							
Mortgage Servicing Data (End of Period)	  			 			 			 			 			 			
Total loans serviced	  	$162,026,248	 	 	$149,857,226	 	 	8.1	%	 			 			 			
Total loans serviced for others	  	130,515,425	 	 	114,635,081	 	 	13.9	 	 			 			 			
Net carrying value of MSRs	  	810,474	 	 	1,049,426	 	 	(22.8	)	 			 			 			
Ratio of net carrying value of MSRs to total loans serviced for others	  	0.621	%	 	0.915	%	 			 			 			 			

1	Net interest income does not include the funding benefit that would result from holding shareholders’ equity at the line of business level due to the fact that shareholders’ equity is not allocated to the lines of business at this time.	

2	Provision for loan losses represents net charge-offs for the lines of business.	

3	“NM” - Not meaningful. Those changes over 100 percent were not considered to be meaningful.	
 
Page 18

SunTrust Banks, Inc. and Subsidiaries
WEALTH AND INVESTMENT MANAGEMENT LINE OF BUSINESS
(Dollars in thousands) (Unaudited)

																			
 	  	Three Months Ended	 	 	Twelve Months Ended	 	
 	  	December 31
2008	 	 	December 31
2007	 	 	%
Change 3	 	 	December 31
2008	 	 	December 31
2007	 	 	%
Change 3	 	
Statements of Income	  			 			 			 			 			 			
							
Net interest income 1	  	$83,507	 	 	$86,489	 	 	(3.4	)%	 	$331,919	 	 	$352,198	 	 	(5.8	)%	
FTE adjustment	  	5	 	 	13	 	 	(61.5	)	 	31	 	 	54	 	 	(42.6	)	
	  	 	 	 	 	 	 			 	 	 	 	 	 	 			
Net interest income - FTE	  	83,512	 	 	86,502	 	 	(3.5	)	 	331,950	 	 	352,252	 	 	(5.8	)	
Provision for loan losses 2	  	10,072	 	 	2,594	 	 	NM	 	 	26,895	 	 	8,519	 	 	NM	 	
	  	 	 	 	 	 	 			 	 	 	 	 	 	 			
Net interest income after provision for loan losses - FTE	  	73,440	 	 	83,908	 	 	(12.5	)	 	305,055	 	 	343,733	 	 	(11.3	)	

Noninterest income before securities gains/(losses)	  	189,243	 	 	18,505	 	 	NM	 	 	951,582	 	 	812,866	 	 	17.1	 	
Securities gains/(losses), net	  	-	 	 	-	 	 	-	 	 	(116	)	 	8	 	 	NM	 	
	  	 	 	 	 	 	 			 	 	 	 	 	 	 			
Total noninterest income	  	189,243	 	 	18,505	 	 	NM	 	 	951,466	 	 	812,874	 	 	17.0	 	

Noninterest expense before amortization of intangible assets	  	203,207	 	 	243,255	 	 	(16.5	)	 	899,062	 	 	990,044	 	 	(9.2	)	
Amortization of intangible assets	  	3,567	 	 	6,719	 	 	(46.9	)	 	61,673	 	 	23,456	 	 	NM	 	
	  	 	 	 	 	 	 			 	 	 	 	 	 	 			
Total noninterest expense	  	206,774	 	 	249,974	 	 	(17.3	)	 	960,735	 	 	1,013,500	 	 	(5.2	)	

Income/(loss) before provision/(benefit) for income taxes	  	55,909	 	 	(147,561	)	 	NM	 	 	295,786	 	 	143,107	 	 	NM	 	
Provision/(benefit) for income taxes	  	21,866	 	 	(52,062	)	 	NM	 	 	108,890	 	 	54,762	 	 	98.8	 	
FTE adjustment	  	5	 	 	13	 	 	(61.5	)	 	31	 	 	54	 	 	(42.6	)	
	  	 	 	 	 	 	 			 	 	 	 	 	 	 			
Net income/(loss)	  	$34,038	 	 	($95,512	)	 	NM	 	 	$186,865	 	 	$88,291	 	 	NM	 	

Total revenue - FTE	  	$272,755	 	 	$105,007	 	 	NM	 	 	$1,283,416	 	 	$1,165,126	 	 	10.2	 	
							
Selected Average Balances	  			 			 			 			 			 			
							
Total loans	  	$8,127,898	 	 	$7,795,906	 	 	4.3	%	 	$8,108,966	 	 	$7,965,365	 	 	1.8	%	
Goodwill	  	333,396	 	 	322,505	 	 	3.4	 	 	329,750	 	 	316,366	 	 	4.2	 	
Other intangible assets excluding MSRs	  	65,806	 	 	131,775	 	 	(50.1	)	 	95,153	 	 	129,995	 	 	(26.8	)	
Total assets	  	8,906,151	 	 	8,825,594	 	 	0.9	 	 	8,943,745	 	 	8,898,787	 	 	0.5	 	
Total deposits	  	9,093,821	 	 	9,861,019	 	 	(7.8	)	 	9,563,480	 	 	9,780,563	 	 	(2.2	)	
							
Performance Ratios	  			 			 			 			 			 			
							
Efficiency ratio	  	75.81	%	 	238.05	%	 			 	74.86	%	 	86.99	%	 			
Impact of excluding amortization of intangible assets	  	(2.58	)	 	(17.16	)	 			 	(5.86	)	 	(3.42	)	 			
	  	 	 	 	 	 	 			 	 	 	 	 	 	 			
Tangible efficiency ratio	  	73.23	%	 	220.89	%	 			 	69.00	%	 	83.57	%	 			

Other Information (End of Period)	  			 			 			 			 			 			
							
Assets under adminstration	  			 			 			 			 			 			
Managed (discretionary) assets	  	$113,109,076	 	 	$142,844,803	 	 	(20.8	)%	 			 			 			
Non-managed assets	  	45,729,084	 	 	60,903,024	 	 	(24.9	)	 			 			 			
	  	 	 	 	 	 	 			 			 			 			
Total assets under administration	  	158,838,160	 	 	203,747,827	 	 	(22.0	)	 			 			 			
	  	 	 	 	 	 	 			 			 			 			
Brokerage assets	  	31,221,049	 	 	41,576,425	 	 	(24.9	)	 			 			 			
Corporate trust assets	  	1,950,609	 	 	4,742,003	 	 	(58.9	)	 			 			 			
	  	 	 	 	 	 	 			 			 			 			
Total assets under advisement	  	$192,009,818	 	 	$250,066,255	 	 	(23.2	)	 			 			 			

1	Net interest income does not include the funding benefit that would result from holding shareholders’ equity at the line of business level due to the fact that shareholders’ equity is not allocated to the lines of business at this time.	

2	Provision for loan losses represents net charge-offs for the lines of business.	

3	“NM” - Not meaningful. Those changes over 100 percent were not considered to be meaningful.	
 
Page 19

SunTrust Banks, Inc. and Subsidiaries
CORPORATE OTHER AND TREASURY
(Dollars in thousands) (Unaudited)

																		
 	  	Three Months Ended	 	 	Twelve Months Ended	 	
 	  	December 31
2008	 	 	December 31
2007	 	 	%
Change 2	 	 	December 31
2008	 	 	December 31
2007	  	%
Change 2	 	
Statements of Income	  			 			 			 			 		  			
							
Net interest income	  	$199,237	 	 	$149,513	 	 	33.3	%	 	$748,958	 	 	$528,301	  	41.8	%	
FTE adjustment	  	4,266	 	 	4,724	 	 	(9.7	)	 	18,227	 	 	17,865	  	2.0	 	
	  	 	 	 	 	 	 			 	 	 	 	 	  			
Net interest income - FTE	  	203,503	 	 	154,237	 	 	31.9	 	 	767,185	 	 	546,166	  	40.5	 	
Provision for loan losses 1	  	410,387	 	 	189,068	 	 	NM	 	 	909,628	 	 	242,483	  	NM	 	
	  	 	 	 	 	 	 			 	 	 	 	 	  			
Net interest income after provision for loan losses - FTE	  	(206,884	)	 	(34,831	)	 	NM	 	 	(142,443	)	 	303,683	  	NM	 	

Noninterest income before securities gains/(losses)	  	(2,883	)	 	106,631	 	 	NM	 	 	409,720	 	 	275,961	  	48.5	 	
Securities gains/(losses), net	  	322	 	 	5,694	 	 	(94.3	)	 	674,465	 	 	243,106	  	NM	 	
	  	 	 	 	 	 	 			 	 	 	 	 	  			
Total noninterest income	  	(2,561	)	 	112,325	 	 	NM	 	 	1,084,185	 	 	519,067	  	NM	 	

Noninterest expense before amortization of intangible assets	  	(9,756	)	 	80,547	 	 	NM	 	 	154,147	 	 	20,193	  	NM	 	
Amortization of intangible assets	  	101	 	 	103	 	 	(1.9	)	 	410	 	 	766	  	(46.5	)	
	  	 	 	 	 	 	 			 	 	 	 	 	  			
Total noninterest expense	  	(9,655	)	 	80,650	 	 	NM	 	 	154,557	 	 	20,959	  	NM	 	

Income/(loss) before provision/(benefit) for income taxes	  	(199,790	)	 	(3,156	)	 	NM	 	 	787,185	 	 	801,791	  	(1.8	)	
Provision/(benefit) for income taxes	  	(77,266	)	 	(14,309	)	 	NM	 	 	122,189	 	 	230,223	  	(46.9	)	
FTE adjustment	  	4,266	 	 	4,724	 	 	(9.7	)	 	18,227	 	 	17,865	  	2.0	 	
	  	 	 	 	 	 	 			 	 	 	 	 	  			
Net income/(loss)	  	($126,790	)	 	$6,429	 	 	NM	 	 	$646,769	 	 	$553,703	  	16.8	 	
	  	 	 	 	 	 	 			 	 	 	 	 	  			
Total revenue - FTE	  	$200,942	 	 	$266,562	 	 	(24.6	)	 	$1,851,370	 	 	$1,065,233	  	73.8	 	
							
Selected Average Balances	  			 			 			 			 		  			
							
Total loans	  	$180,854	 	 	$248,883	 	 	(27.3	)%	 	$218,900	 	 	$321,180	  	(31.8	)%	
Securities available for sale	  	12,684,773	 	 	13,715,798	 	 	(7.5	)	 	13,824,706	 	 	17,197,201	  	(19.6	)	
Goodwill	  	433	 	 	(35	)	 	NM	 	 	28,036	 	 	5,400	  	NM	 	
Other intangible assets excluding MSRs	  	4,171	 	 	4,580	 	 	(8.9	)	 	4,328	 	 	4,869	  	(11.1	)	
Total assets	  	18,038,360	 	 	21,675,157	 	 	(16.8	)	 	19,865,916	 	 	25,329,785	  	(21.6	)	
Total deposits (mainly brokered and foreign)	  	12,457,366	 	 	16,109,868	 	 	(22.7	)	 	14,270,686	 	 	22,253,687	  	(35.9	)	

 	  	December 31
2008	 	 	September 30
2008	 	 	 	 	 	 	 	 	 	  	 	 	
Other Information	  			 			 			 			 		  			
							
Duration of investment portfolio	  	2.8	%	 	4.8	%	 			 			 		  			
							
Accounting net interest income interest rate sensitivity 3 :	  			 			 			 			 		  			
% Change in net interest income under:	  			 			 			 			 		  			
Instantaneous 100 bp increase in rates over next 12 months	  	4.1	%	 	0.8	%	 			 			 		  			
Instantaneous 100 bp decrease in rates over next 12 months	  	(1.3	)%	 	(1.1	)%	 			 			 		  			
							
Economic net interest income interest rate sensitivity 3 :	  			 			 			 			 		  			
% Change in net interest income under:	  			 			 			 			 		  			
Instantaneous 100 bp increase in rates over next 12 months	  	3.3	%	 	(0.4	)%	 			 			 		  			
Instantaneous 100 bp decrease in rates over next 12 months	  	(0.1	)%	 	0.1	%	 			 			 		  			

1	Provision for loan losses is the difference between net charge-offs recorded by the lines of business and consolidated provision for loan losses.	

2	“NM” - Not meaningful. Those changes over 100 percent were not considered to be meaningful.	

3	The recognition of interest rate sensitivity from an accounting perspective is different from the economic perspective due to the election of fair value accounting for certain long-term debt and the related interest rate swaps. The net interest income sensitivity profile from an economic perspective assumes the net interest payments from the related swaps were included in margin.	
 
Page 20

SunTrust Banks, Inc. and Subsidiaries
CONSOLIDATED - SEGMENT TOTALS
(Dollars in thousands) (Unaudited)

																			
 	  	Three Months Ended	 	 	Twelve Months Ended	 	
 	  	December 31
2008	 	 	December 31
2007	 	 	%
Change 1	 	 	December 31
2008	 	 	December 31
2007	 	 	%
Change 1	 	
Statements of Income	  			 			 			 			 			 			
							
Net interest income	  	$1,176,860	 	 	$1,167,513	 	 	0.8	%	 	$4,619,656	 	 	$4,719,544	 	 	(2.1	)%	
FTE adjustment	  	31,790	 	 	27,244	 	 	16.7	 	 	117,487	 	 	102,680	 	 	14.4	 	
	  	 	 	 	 	 	 			 	 	 	 	 	 	 			
Net interest income - FTE	  	1,208,650	 	 	1,194,757	 	 	1.2	 	 	4,737,143	 	 	4,822,224	 	 	(1.8	)	
Provision for loan losses	  	962,494	 	 	356,781	 	 	NM	 	 	2,474,215	 	 	664,922	 	 	NM	 	
	  	 	 	 	 	 	 			 	 	 	 	 	 	 			
Net interest income after provision for loan losses - FTE	  	246,156	 	 	837,976	 	 	(70.6	)	 	2,262,928	 	 	4,157,302	 	 	(45.6	)	

Noninterest income before securities gains/(losses)	  	306,676	 	 	570,323	 	 	(46.2	)	 	3,400,163	 	 	3,185,567	 	 	6.7	 	
Securities gains/(losses), net	  	411,053	 	 	5,694	 	 	NM	 	 	1,073,300	 	 	243,117	 	 	NM	 	
	  	 	 	 	 	 	 			 	 	 	 	 	 	 			
Total noninterest income	  	717,729	 	 	576,017	 	 	24.6	 	 	4,473,463	 	 	3,428,684	 	 	30.5	 	

Noninterest expense before amortization of intangible assets	  	1,571,379	 	 	1,431,927	 	 	9.7	 	 	5,769,141	 	 	5,137,097	 	 	12.3	 	
Amortization of intangible assets	  	17,259	 	 	23,414	 	 	(26.3	)	 	121,260	 	 	96,680	 	 	25.4	 	
	  	 	 	 	 	 	 			 	 	 	 	 	 	 			
Total noninterest expense	  	1,588,638	 	 	1,455,341	 	 	9.2	 	 	5,890,401	 	 	5,233,777	 	 	12.5	 	

Income/(loss) before provision/(benefit) for income taxes	  	(624,753	)	 	(41,348	)	 	NM	 	 	845,990	 	 	2,352,209	 	 	(64.0	)	
Provision/(benefit) for income taxes	  	(308,956	)	 	(79,716	)	 	NM	 	 	(67,271	)	 	615,514	 	 	NM	 	
FTE adjustment	  	31,790	 	 	27,244	 	 	16.7	 	 	117,487	 	 	102,680	 	 	14.4	 	
	  	 	 	 	 	 	 			 	 	 	 	 	 	 			
Net income/(loss)	  	($347,587	)	 	$11,124	 	 	NM	 	 	$795,774	 	 	$1,634,015	 	 	(51.3	)	

Total revenue - FTE	  	$1,926,379	 	 	$1,770,774	 	 	8.8	 	 	$9,210,606	 	 	$8,250,908	 	 	11.6	 	
							
Selected Average Balances	  			 			 			 			 			 			
							
Total loans	  	$127,607,914	 	 	$121,094,342	 	 	5.4	%	 	$125,432,747	 	 	$120,080,551	 	 	4.5	%	
Goodwill	  	7,051,445	 	 	6,912,644	 	 	2.0	 	 	7,011,382	 	 	6,905,790	 	 	1.5	 	
Other intangible assets excluding MSRs	  	232,226	 	 	317,035	 	 	(26.8	)	 	264,514	 	 	342,487	 	 	(22.8	)	
Total assets	  	177,047,258	 	 	175,130,464	 	 	1.1	 	 	175,848,265	 	 	177,795,518	 	 	(1.1	)	
Total deposits	  	114,887,133	 	 	115,365,507	 	 	(0.4	)	 	116,076,231	 	 	119,876,567	 	 	(3.2	)	
							
Performance Ratios	  			 			 			 			 			 			
							
Efficiency ratio	  	82.47	%	 	82.19	%	 			 	63.95	%	 	63.43	%	 			
Impact of excluding amortization of intangible assets	  	(0.90	)	 	(1.33	)	 			 	(1.31	)	 	(1.17	)	 			
	  	 	 	 	 	 	 			 	 	 	 	 	 	 			
Tangible efficiency ratio	  	81.57	%	 	80.86	%	 			 	62.64	%	 	62.26	%	 			

1	“NM” - Not meaningful. Those changes over 100 percent were not considered to be meaningful.	
 
Page 21

SunTrust Banks, Inc.
4Q 2008 Earnings Presentation
January 22, 2009
Exhibit 99.2	

The following should be read in conjunction with the financial statements, notes and other information contained in the Company’s 2007 Annual Report on Form 10-K, Quarterly Reports on
Form 10-Q, and Current Reports on Form 8-K. 
This presentation includes non-GAAP financial measures to describe SunTrust’s performance.  The reconciliation of those measures to GAAP measures are provided within this
presentation.  In this presentation, net interest income and net interest margin are presented on a fully taxable-equivalent (“FTE”) basis, and ratios are presented on an annualized basis. 
The FTE basis adjusts for the tax-favored status of income from certain loans and investments.  The Company believes this measure to be the preferred industry measurement of net
interest income and provides relevant comparison between taxable and non-taxable amounts. 
This presentation contains forward-looking statements. Statements regarding future levels of charge-offs, provision expense, and income are forward-looking statements.  Also, any
statement that does not describe historical or current facts, including statements about beliefs and expectations, is a forward-looking statements. These statements often include the words
“believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “targets,” “initiatives,” “potentially,” “probably,” “projects,” “outlook” or similar expressions or future conditional verbs such
as “may,” “will,” “should,” “would,” and “could.” Such statements are based upon the current beliefs and expectations of management and on information currently available to management.
Such statements speak as of the date hereof, and we do not assume any obligation to update the statements made herein or to update the reasons why actual results could differ from
those contained in such statements in light of new information or future events. 
Forward-looking statements are subject to significant risks and uncertainties. Investors are cautioned against placing undue reliance on such statements. Actual results may differ materially
from those set forth in the forward-looking statements. Factors that could cause actual results to differ materially from those described in the forward-looking statements can be found in
Exhibit 99.3 to our Current Reports on Form 8-K filed on October 23, 2008 with the Securities and Exchange Commission and available at the Securities and Exchange Commission’s
internet site (http://www.sec.gov). Those factors include: difficult market conditions have adversely affected our industry; current levels of market volatility are unprecedented; the
soundness of other financial institutions could adversely affect us; there can be no assurance that recently enacted legislation will stabilize the U.S. financial system; the impact on us of
recently enacted legislation, in particular the Emergency Economic Stabilization Act of 2008 and its implementing regulations, and actions by the FDIC, cannot be predicted at this time;
credit risk; weakness in the economy and in the real estate market, including specific weakness within our geographic footprint, has adversely affected us and may continue to adversely
affect us; weakness in the real estate market, including the secondary residential mortgage loan markets, has adversely affected us and may continue to adversely affect us; as a financial
services company, adverse changes in general business or economic conditions could have a material adverse effect on our financial condition and results of operations; changes in
market interest rates or capital markets could adversely affect our revenue and expense, the value of assets and obligations, and the availability and cost of capital or liquidity; the fiscal
and monetary policies of the federal government and its agencies could have a material adverse effect on our earnings; we may be required to repurchase mortgage loans or indemnify
mortgage loan purchasers as a result of breaches of representations and warranties, borrower fraud, or certain borrower defaults, which could harm our liquidity, results of operations and
financial condition; clients could pursue alternatives to bank deposits, causing us to lose a relatively inexpensive source of funding; consumers may decide not to use banks to complete
their financial transactions, which could affect net income; we have businesses other than banking which subject us to a variety of risks; hurricanes and other natural disasters may
adversely affect loan portfolios and operations and increase the cost of doing business; negative public opinion could damage our reputation and adversely impact our business and
revenues; we rely on other companies to provide key components of our business infrastructure; we rely on our systems, employees and certain counterparties, and certain failures could
materially adversely affect our operations; we depend on the accuracy and completeness of information about clients and counterparties; regulation by federal and state agencies could
adversely affect our business, revenue and profit margins; competition in the financial services industry is intense and could result in losing business or reducing margins; future legislation
could harm our competitive position; maintaining or increasing market share depends on market acceptance and regulatory approval of new products and services; we may not pay
dividends on our common stock; our ability to receive dividends from our subsidiaries accounts for most of our revenue and could affect our liquidity and ability to pay dividends; significant
legal actions could subject us to substantial uninsured liabilities; recently declining values of residential real estate may increase our credit losses, which would negatively affect our
financial results; deteriorating credit quality, particularly in real estate loans, has adversely impacted us and may continue to adversely impact us; disruptions in our ability to access global
capital markets may negatively affect our capital resources and liquidity; any reduction in our credit rating could increase the cost of our funding from the capital markets; we have in the
past and may in the future pursue acquisitions, which could affect costs and from which we may not be able to realize anticipated benefits; we depend on the expertise of key personnel; we
may not be able to hire or retain additional qualified personnel and recruiting and compensation costs may increase as a result of turnover, both of which may increase costs and reduce
profitability and may adversely impact our ability to implement our business strategy; our accounting policies and methods are key to how we report our financial condition and results of
operations, and these require us to make estimates about matters that are uncertain; changes in our accounting policies or in accounting standards could materially affect how we report
our financial results and condition; our stock price can be volatile; our disclosure controls and procedures may not prevent or detect all errors or acts of fraud; our financial instruments
carried at fair value expose us to certain market risks; our revenues derived from our investment securities may be volatile and subject to a variety of risks; we may enter into transactions
with off-balance sheet affiliates or our subsidiaries that could result in current or future gains or losses or the possible consolidation of those entities; and we are subject to market risk
1
Important
Cautionary
Statement
About
Forward-Looking
Statements
associated with our asset management and commercial paper conduit businesses.	

Table of Contents
I.
HIGHLIGHTS
II.
CAPITAL
III.
FUNDING & LIQUIDITY
IV.
FINANCIAL PERFORMANCE
V.
CREDIT
VI.
APPENDIX
2	

3
•
Earnings per share of $2.13 for the year and a loss of $1.08 in the fourth quarter
•
Capital
and
liquidity
enhanced;
estimated
Tier
1
Ratio
of
10.85%
at
quarter
end
•
Loan
and
deposit
trends
were
positive
in
the
quarter
•
Core revenue generation stable in net interest margin and soft in noninterest
income categories
•
Expenses well managed; core expenses declining exclusive of cyclical credit
costs
•
Asset
quality
deteriorated
significantly
as
the
economy
weakened
dramatically
in
the fourth quarter
•
Current
operating
environment
remains
difficult;
recent
economic
data
and
market liquidity challenges suggest more downside risk for the economy and
credit quality
•
In
light
of
the
economic
and
earnings
environment,
the
quarterly
dividend
has
been reduced to $0.10 per share
I. HIGHLIGHTS
Highlights	

4
Completed Sale of $4.9 billion in Preferred Securities to U.S. Treasury
Tier 1 Capital Ratio
10.85%
8.15%
7.47%
Total Capital Ratio
14.00%
11.16%
10.85%
Total Avg. Equity to Total Avg. Assets                         
11.17%
10.34%    
10.31%
Tangible Equity to Tangible Assets        
8.39%
6.40%     
6.27%
Tangible Common Equity to Tangible Assets
5.53%                    6.10%                  5.97%
•
Coke
related
transactions
generated
proceeds
of
$1.7
billion
and
Tier
1
capital
of
$1.1
billion
during 2
nd
and 3
rd
quarters of 2008
•
Received $4.9 billion in proceeds and Tier 1 capital from sale of preferred securities to U.S.
Treasury
Capital Ratios
II. CAPITAL
4Q 2008
3Q 2008
2Q 2008
Estimate                   Actual                Actual	

5
Funding & Liquidity
Funding
•
Increased core deposit base
–
Core customer deposits of $105 billion, up $3.5 billion during the fourth quarter
–
Core deposits compose 93% of total deposits
•
Raised funds via public debt markets
–
Issued
$3
billion
FDIC-guaranteed
2-
and
3-year
bank
notes
in
December
–
Retain $1 billion capacity to issue FDIC-guaranteed debt
Liquidity
•
Well-structured debt maturity profile at the Bank and Holding Company
–
$6.4 billion of term debt maturing during 2009, much of it pre-funded with bank note issuance in
December
–
One Holding Company note maturing for $300 million in October 2009
•
Daily overnight borrowing position reduced to zero at year-end
•
Combined available contingent liquidity from the Fed, FHLB, and free securities exceeds $23 billion
1.  At
December
31,
2008
core
deposits
exclude
brokered
and
foreign
deposits
Enhanced Funding Profile and Very Strong Liquidity Position
III. FUNDING & LIQUIDITY
1	

6
($ in millions, except per share data)
$1,208.7                3%                1%             $4,737.2
(2)%
962.5             91%
170%               2,474.2          272%
717.7
(44)%            
25%               4,473.5            30%
1,926.4
(22)%          
9%               9,210.6            12%
1,588.6             (5)%                9%    
5,890.4           13%
(656.5)              NM                NM    
728.5         (68)%
(309.0)           486%            288%       
(67.3)       (111)%
(379.2)              NM                NM    
746.9         (53)%
$  (1.08)              NM                NM    
$    
2.13         (53)%
2008 Earnings Per Share of $2.13 and 4Q 2008 Loss of $1.08 Per Share
Income Statement Highlights
IV. FINANCIAL PERFORMANCE
Net Interest Income (FTE)
Provision for Loan Losses
Noninterest Income
Total Revenue (FTE)
Total Noninterest Expense
Pre-Tax Income
Provision for Income Taxes
Net Income Available to
Common Shareholders
Net Income Per Average
Common Diluted Share
% Change      % Change                   
% Change
4Q 2008       3Q 2008          4Q 2007             2008     
2007
NM = Not
Meaningful—those
changes
over
1,000%
or
where
results
changed
from
positive
to
negative	

7
($ in millions, quarterly average balances)
Balance Sheet Summary
Commercial
Real Estate Home Equity Lines
Real Estate Construction
Real Estate 1-4 Family
Real Estate Commercial
Consumer –
Direct
Consumer –
Indirect
Credit Card
Total Loans
Noninterest-Bearing Deposits
NOW Accounts
Money Market Accounts
Savings
Consumer Time
Other Time
Total Consumer and Commercial Deposits       
Brokered & Foreign Deposits
Total Deposits
4Q 2008
3Q 2008
3Q 2008
4Q 2007
Annualized
% Change
IV. FINANCIAL PERFORMANCE
$  40,464
6%
25%
16%
15,803
2%
10%          
10%
8,915
(15)%    
(60)%        
(33)%
31,007
(2)%        
(6)%          
(3)%
14,737
4%            
17%           
14%
5,009
6%              
26%          
27%
6,821                       (5)%          
(19)%            
(13)%
999
16%
65%              
45%
$123,755    
1%          
5%         
3%
$  20,955
0%     
1%           
0%
20,095
(2)%            
(8)%        
(3)%
27,969                        
4%             
16%          
15%
3,460
(8)%             
(33)%        
(17)%
17,043
5%      
19%          
(1)%
12,717
7%          
29%             
3%
102,239                        
2%         
8%         
3% 
12,648
(20)%                  (80)%              
(20)%
$114,887
(1)%                    (4)%     
0%
1.
Excludes nonaccrual loans
1	

8
3.13%
3.07%
3.13%
3.14%
3.07%
4Q 2007
1Q 2008
2Q 2008
3Q 2008
4Q 2008
Margin of 3.14% was Up 7 bps from 3Q 2008
•
Margin has been within a relatively
stable range for the last 5 quarters
•
Margin expanded in 4Q driven by:
•
Deposit volume and pricing
•
Preferred stock issuance
•
Risks to 2009 margin include
deposit pricing, rate compression,
NPA levels, and asset mix. 
•
The primary opportunity is deposit
volume and mix
Net Interest Margin
IV. FINANCIAL PERFORMANCE	

9
($ in millions)
Provision Increased Due to Higher Charge-offs and Loan Growth; Allowance
Increased to 1.86% Consistent with Decline in Economic Indicators in 4Q 
Provision
IV. FINANCIAL PERFORMANCE
Provision
Net Charge-offs
Net Charge-off Ratio
Net ALLL Increase
Allowance to Loan Ratio
$962.5
$503.7
$448.0          $560.0           $356.8         
$552.5
$392.1
$322.7          $297.2           $168.0         
1.72%
1.24%
1.04%            0.97%           0.55%
$410.0
$111.6
$284.1
$262.8          $188.8
1.86%
1.54% 
1.46%
1.25%           1.05%
1.
Increase in ALLL in 2Q 2008 is greater than provision less charge-offs due to acquisition of GB&T      
4Q 2008       3Q 2008         2Q 2008        1Q 2008       4Q
2007
1	

10
Noninterest Income   
$   718
$   576                    25%
Net
Adjustments
1
(86)            (430)  
Adjusted Noninterest Income           $   804
$1,006
($ in millions)
Core Noninterest Income Declined 20%
(20%)
1.  Adjustment detail included in appendix includes securities gains and losses
Noninterest Income
IV. FINANCIAL PERFORMANCE
% 
4Q 2008        4Q 2007              Change	

11
Securities
Acquired
in
4Q
2007
Managed
Down
93%;
ARS
Increasing,
Though
Loss
On Expected Repurchase Recognized in 3Q 200 8
1.  Grand Horn CLO is a AAA-rated security arising from the securitization of a commercial leveraged loan warehouse
SIV
$188
$221         $1,478
RMBS                           
CDO
Other ABS
CLO
Grand Horn CLO
1
Lehman                          7                   
7
ARS
181                   
21
($ in millions)
Acquired Securities Portfolio
IV. FINANCIAL PERFORMANCE
•
4Q 2007 acquired portfolio
managed down $95 million, or
27%, during 4Q with roughly
$12 million in additional write-
downs
•
Of approximately $725 million
in expected ARS repurchases,
we have completed roughly
1/3 through 4Q
4Q 2007 Acquired   $251
$ 346          $3,503
Carrying
Carrying       Acquisition
Value                 Value              Value
4Q 2008        3Q 2008       4Q 2007
2008 Acquired         $188
$   28
Total                          $439
$ 374
11
23
-
-
43
13
25
-
44
1,042
429
148
47
359
29	

12
1
2
Noninterest Expense
$1,589             $1,668           $1,455
(5%)              9%
Net Adjustments
13
206                 145
Adjusted Noninterest Expense                          
$1,462
$1,310
Total Adjusted Dollar Increase
$124            $277
Credit-Related Costs               150              334
Change Excluding Credit            $(26)            $(57)
Core Expenses Increased Due to Credit-Related Costs, Otherwise Decreasing
1.  Adjustment detail included in appendix
2.  Includes operating losses, credit and collections, other real estate expense, and additions to mortgage re-insurance reserves
Change          Change
4Q 2008             3Q 2008             4Q 2007
3Q 2008
4Q 2007
%
%
($ in millions)
8%            20%
Noninterest Expense
IV. FINANCIAL PERFORMANCE
$                       $
Change          Change
$1,576	

13
E  Results
($ in millions)
E 
Program
Continues to Deliver Results; 2008 Gross Savings of $560 Million,            
and $163 Million in 4Q 2008
•
$560 million 2008
actual savings
•
2009 goal remains
$600 million
•
Key contributors to
achieving 2009 goal
include supplier
management,
outsourcing, and
process reengineering
$500 Million 2008 Goal
500
400
300
200
100
IV. FINANCIAL PERFORMANCE
600
$
2
2	

14
Credit Trends
Current and Leading Asset Quality Metrics Deteriorated in 4 Q
1.72%
1.24%
1.04%
0.97%
0.55%
1.81%
1.52%
1.48%
1.53%
1.52%
0.00%
0.20%
0.40%
0.60%
0.80%
1.00%
1.20%
1.40%
1.60%
1.80%
2.00%
4Q 2007
1Q 2008
2Q 2008
3Q 2008
4Q 2008
Net Charge-Offs
30-89 Days Past Due
V. CREDIT	

15
Asset Quality Metrics
V. CREDIT
Allowance Increased to 1.86% Reflecting 4 Q
Deterioration
in
Asset
Quality
Trends
1.  Ratio excludes NPLs at fair market value and LOCOM
$ in Millions
12/31/2008
9/30/2008
6/30/2008
4Q vs
3Q 2008
Total Loans
$126,998.4
$126,718.4
$125,824.8
$280.0
$893.6
Allowance for Loans & Lease Losses
2,351.0
1,941.0
1,829.4
410.0
111.6
Net Charge-offs
552.5
392.1
322.7
160.4
69.4
Provision Expense
962.5
503.7
448.0
458.8
55.7
NPAs
4,456.4
3,690.3
2,973.1
766.1
717.2
NPLs
to Total Loans
3.10%
2.60%
2.09%
0.50%
0.51%
NPAs
to Total Loans + OREO/OA
3.49%
2.90%
2.36%
0.59%
0.54%
ALLL to NPLs
1
61.7%
62.1%
77.0%
-0.40%
-14.90%
ALLL to Loans
1.86%
1.54%
1.46%
0.32%
0.08%
NCOs (annualized to Average Loans)
1.72%
1.24%
1.04%
0.48%
0.20%
30-
89
Days Past Due
1.81%
1.52%
1.48%
0.29%
0.04%
3Q vs
2Q 2008
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------	

16
Credit Perspective
V. CREDIT
Consumer
an d
Residentia l
Rea l
Estat e
Secure d
Portfolio s
Continu e
t o
Driv e
Credit
Quality Metrics, Although We Are Seeing Some Stress in the Commercial
Portfolios
1.  CRE
4Q
2008
charge-off
was
largely
related
to
one
commercial
purpose
credit
secured
by
real
estate
Balance
% of
Balance
% of
C/O Ratio
C/O Ratio
30-
89 DLQ%
30-
89 DLQ%
($ millions)
12/31/2008
Portfolio
09/30/2008
Portfolio
4Q08
3Q08
4Q08
3Q08
Commercial
$41,040
32%
$40,085
32%
0.84%
0.54%
0.36%
0.38%
Commercial Real Estate
(1)
14,957
12%
13,842
11%
0.61%
-
0.63%
0.49%
Consumer
12,617
10%
12,731
10%
2.38%
1.39%
3.46%
3.36%
Real Estate Home Equity Lines
16,454
13%
16,159
13%
3.33%
2.97%
1.65%
1.48%
Real
Estate
1-
4
Family
32,066
25%
32,382
25%
1.86%
1.57%
2.93%
2.03%
Real Estate Construction
9,864
8%
11,519
9%
3.29%
1.73%
4.13%
3.37%
Total
$126,998
100%
$126,718
100%
1.72%
1.24%
1.81%
1.52%	

17
1.  Excludes $85.6 million of Commercial loans secured by residential real estate and $75.1 million of mark-to-market loans held for sale
2.  Does not include nonaccruals
Residential Mortgages $32,066 million
($ millions)
Portfolio Profile
Credit Quality Metrics
Loan Type
12/31/08
Balance
09/30/08   
Balance
12/31/2008                   
$ Nonaccruals
1
12/31/08
60+ DLQ
2
09/30/08
60+ DLQ
2
Core Portfolio
$23,143
$22,804
$ 938
$  737
2.57%
1.75%
Home Equity Loans
2,504
2,894
60         
58          
0.85
0.52
Prime 2
3,843
3,938
225  
169
2.93
2.00
Lot Loans
1,391
1,447
209  
187
5.67
4.13
Alt-A 1
865
917
204  
200
12.79
7.12
Alt-A 2
320
382
50   
52
13.32
10.64
Total
$32,066
$32,382
$1,686
$1,403
2.98%
2.01%
Residential Mortgages
V. CREDIT
Deterioration in Core Portfolio Driven Primarily by Florida Market
nd
st
nd
9/30/2008
$ Nonaccruals	

18
Home Equity Lines $16,454 million
1.  Excludes 3rd party originated
2.  Excludes 3rd party originated and Florida CLTV > 80%
3.  Excludes 3rd party originated, Florida CLTV>80% and CLTV
90+%
4.  Annualized quarterly rate
Portfolio Profile
Credit Quality Metrics
Type
12/31/08
Balance
% of
total
09/30/08
Balance
Q4
Charge-off
4
%
Q3
Charge-off
4
%
Q4
Nonaccrual
%
Q3
Nonaccrual
%
3
rd
Party
Originated
$1,859
11%
$1,903
10.63%
8.66%
4.30%
3.43%
CLTV > 80%
1
(Florida)
1,868
11
1,945
7.06
5.55
3.00
2.59
CLTV > 90%
2
1,739
11
1,763
3.58
2.34
1.60
1.34
All Other
3
10,988
67
10,548
1.45
1.54
1.87
0.84
Total
$16,454
100%
$16,159
3.33%
2.97%
1.66%
1.44%
Home Equity Lines
V. CREDIT
($ millions)
Losses in Core Portfolio Were Stable; High Risk Portion of the Portfolio Continued
to Deteriorate	

19
1. Annualized fourth quarter net charge-off ratio
($ millions)
Balances Declined $3.9 Billion, or 28%, vs 4Q 2007; Performance was as Expected
Construction $9,864 million
Portfolio Profile
Credit Quality Metrics
Type
12/31/08
Balance
%
of
Portfolio
%
FL
Avg.
Size
$000’s
Q4
C/O
%
$
NPLs
FL
NPL
%
%
30 +
DLQ
Construction Perm
$ 1,708
17%
25%
508
5.97%
$331
31%
7.26%
Residential
Construction
1,975
20
27
434
3.41
330
29
7.74
Residential A&D
1,913
20
25
694
7.15
383
33
7.89
Residential Land
632
7
36
883
1.57
166
52
5.74
Commercial
Construction
2,399
24
19
1, 761
0.08
32
15
0.90
Commercial A&D
612
6
26
800
-0.08
8
33
0.65
Commercial Land
625
6
30
711
1.31
27
17
5.14
Total
$ 9,864
100%
25%
3.29%
$1,277
33%
5.29%
V. CREDIT
Construction
1	

20
Commercial Portfolio Profile
V. CREDIT
Source:  Commercial Loan System; excludes Leasing
All pie charts are in descending order by outstandings, clockwise
(1) Predominantly large corporate; southeast-based, large corporate client balances are included in “National”
Well Diversified C & I Portfolio
Collateral Type
29%
10%
6%
4%
4%
5%
42%
Unsecured
Receivables
Assignments of Contracts
and Intangibles
Deposits, CSV, Securities,
Letters of Credit
Equipment
(Business/Commercial)
Inventory
Residential Property
Geography
21%
18%
15%
46% (1)
National (1)
Mid-Atlantic Group
Central Group
Florida Group
Industry Group
11%
9%
9%
9%
7%
6%
6%
5%
5%
5%
4%
4%
3%
16%
1%
Business and Consumer Services
Manufacturing
Retail Trade
Wholesale Trade
Finance and Insurance
Real Estate and Rental and Leasing
Information
Public Administration
Health Care and Social Assistance
Transportation and Warehousing
Professional, Scientific, and Technical Services
Construction
Mining
Utilities
Agriculture, Forestry, Fishing and Hunting	

21
Commercial Real Estate Portfolio Profile
V. CREDIT
Source: Commercial Loan System; excludes Leasing
All pie charts in descending order by outstandings, clockwise
(1) Largely owner occupied
Well Diversified, Largely Owner-Occupied
Commercial Real Estate Portfolio
Property Type
18%
12%
8%
8%
8%
7%
3%
3%
33% (1)
Office (1)
Retail
Manufacturing/Industrial/
Warehouse
Auto Dealer
Institutional
Office/Warehouse -
Mixed Use
Apartments
Land and Other
Hotel/Motel
Ownership Profile
60%
40%
Owner Occupied
Investor Owned
Geography
40%
30%
27%
3%
Mid-Atlantic
Group
Central Group
Florida Group
National	

22
Credit Summary
V. CREDIT
•
Credit performance weakened in 4Q with deterioration evident in many asset
quality measures and products
•
Increase in early stage delinquencies in the fourth quarter mostly due to a
sudden jump in roll rates in consumer mortgage products
•
Residential Mortgages and HELOCs account for 54% of nonperforming
loans; approximately 67% of residential mortgage nonperformers have been
written down to expected recoverable value
•
Overall, the Construction portfolio has declined by over 28% in the last 12
months; Commercial Construction is performing well
•
Commercial portfolio is well-diversified and continues to perform well
overall; however, beginning to see signs of stress brought about
by market
pressures amid prolonged recession
•
Commercial Real Estate portfolio is well-diversified, largely owner-occupied
and continues to perform well
•
The ALLL build to 1.86% of loans was driven, in part, by increasing roll rates
and higher delinquencies in consumer residential real estate	

Appendix	

24
($ in millions)
Noninterest Income Reconciliation
VI. APPENDIX
Total Noninterest Income
$  718          $1,285            $576
(44%)
25%
Securities Gains
411               173                  6 
MSR Impairment Charge                                 (370)    
-
-
Transplatinum Gain
-
82                   -
Corporate Real Estate Gain                                   -
-
119
Fair Market Write-downs –
Trading                  (41)             (113)            (561)
STI Debt Write-up/(Down) –
Trading           
(44)               341                84
Fair Value Write-downs –
Mtg
Prod
(57)
(17)
(78)
Fair Value Write-downs –
Other Income
-
(7)             
-
ARS Charge –
Trading                                         (5)            
(173)                   -
Litigation Settlement
20                  
-
-
Net Adjustments                                                  (86)              286            (430)      
Adjusted Noninterest Income                      $    804      
$ 999         $1,006            (20%)         (20%)
%                   %
Change        Change
4Q 2008       3Q 2008        4Q 2007     3Q 2008        4Q 2007	

25
Noninterest Expense
$1,589            $1,668           $1,455            
(5%)              9%
Net E
Nonrecurring
11  
3                  10                                      
Visa Litigation
(14)                     20                 77
Coke Charitable Contribution
-
183                     -
AHG Write-down
16                       -
58                        
Net Adjustments                                                 
206
145                                              
Adjusted Noninterest Expense
$1,576             $1,462          $1,310            
8%             20%
Change        Change
4Q 2008         3Q 2008        4Q 2007
3Q 2008
4Q 2007
%
%
($ in millions)
Noninterest Expense Reconciliation
VI. APPENDIX
2
13	

26
Noninterest Income
OTTI-
Securities Gains/(Losses)
$   (2.0)          $ (10.3)             $     -
$  (8.3)           $ (2.0)
MSR
Sales
–
Mortgage
Servicing                    -
19.0               19.2               (19.0)   
(19.2)
Mortgage Repurchase Reserve              (60.2)            (12.9)              (27.7)                47.3               32.5
Noninterest Expense
Operating Losses
1
236.1             135.2        
42.8              100.9            193.3    
Mortgage Insurance Reserves
100.0              48.0                  0.1     
52.0              99.9
Credit & Collections                                     44.3  
50.6                 30.1                (6.3)       
14.2
Other Real Estate
35.3              32.3       
8.4                  3.0
26.9
$415.7         $266.1                $81.4         
$149.6          $334.3
Additional Disclosures
VI. APPENDIX
$                    $
Change        Change
4Q 2008        3Q 2008        4Q 2007          3Q 2008
4Q 2007
($ in millions)
1.
4Q 2008 operating losses includes $167 million increase in reserves for expected fraud losses and claim denials associated with
mortgage secured loans and 3Q 2008 included $40 million	

27
(As of 12/31/08, $ millions)
1. Reserves have been established for residential mortgage loans that have not had specific write-downs as well as for incremental losses on loans carried at expected recoverable values
2. Nonaccruals not requiring write-downs include well-secured loans and loans with claims in process for individual and pool PMI policies
3. Excludes Home Equity nonaccruals of $60.0 million, $85.6million of Commercial loans secured by residential real estate and $75.1 million of
mark-to-market loans held for sale
Nonaccruals
that
have been through the specific
write-down process
Loan Type
Balance before
write-down
-
Amount of
write-down
=
Nonaccruals
with              
write-down
+
Nonaccruals
not requiring
write-down
+
Nonaccruals
without
specific write-
down  
=
Total
Nonaccruals
% Loss
Severity
Core
Portfolio
$471.5
$(130.4)
$341.1
$213.8
$383.4
$938.3
19.0%
Prime 2
22.4
(20.7)
1.7
223.1
0.0
224.8
--
Lot Loans
189.8
(82.2)
107.6
47.2
54.2
209.0
34.7%
Alt-A 1
111.2
(27.7)
83.5
47.8
73.2
204.5
17.4%  
Alt-A 2
106.7
(87.2)
19.5
--
30.2
49.7
81.7%
Total
$901.6
$(348.2)
$553.4
$531.9
$541.0
$1,626.3
Residential Mortgages
Nonaccrual Balances Were Up, But 67% of Nonaccruals are Carried At Expected
Recoverable Value
(1)
VI. APPENDIX
nd
st
nd
2
3