This excerpt taken from the STI 8-K filed Jul 1, 2009.
[FORM OF COMMON SECURITIES CERTIFICATE]
THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF THE DECLARATION OF TRUST AND ONLY IN CONNECTION WITH A SIMULTANEOUS DELEGATION AND ASSIGNMENT OF THE EXPENSE AGREEMENT REFERRED TO THEREIN
Certificate Evidencing Common Securities
SunTrust Capital VIII
6.100% Common Securities
(liquidation amount $1,000 per Common Security)
SunTrust Capital VIII, a statutory trust created under the laws of the State of Delaware (the Issuer Trust), hereby certifies that SunTrust Banks, Inc. (the Holder) is the registered owner of 10 common securities of the Issuer Trust representing common undivided beneficial interests in the assets of the Issuer Trust and designated the 6.100% Common Securities (liquidation amount $1,000 per Common Security) (the Common Securities). Except in accordance with Section 5.11 of the Declaration of Trust (as defined below), the Common Securities are not transferable and, to the fullest extent permitted by law, any attempted transfer hereof other than in accordance therewith shall be void. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities are set forth in, and this certificate and the Common Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Declaration of Trust of the Issuer Trust, dated as of [ ], as the same may be amended from time to time (the Declaration of Trust), among SunTrust Banks, Inc., as Sponsor, U.S. Bank National Association, as Property Trustee, U.S. Bank Trust National Association, as Delaware Trustee, the Administrative Trustees named therein, and the holders, from time to time, of undivided beneficial interests in the assets of the Issuer Trust including the designation of the terms of the Common Securities as set forth therein. The Issuer Trust will furnish a copy of the Declaration of Trust to the Holder without charge upon written request to the Issuer Trust at its principal place of business or registered office.
Upon receipt of this certificate, the Holder is bound by the Declaration of Trust and is entitled to the benefits thereunder.
Terms used but not defined herein have the meanings set forth in the Declaration of Trust.
IN WITNESS WHEREOF, one of the Administrative Trustees of the Issuer Trust has executed this certificate on behalf of the Issuer Trust this [ ] day of [ ].