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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM T-1

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STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE

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CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2) |X|

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SUNTRUST BANK
(Exact name of trustee as specified in its charter)

303 Peachtree Street 30308 58-0466330
30th Floor (Zip Code) (I.R.S. employer identification no.)
Atlanta, Georgia
(Address of principal executive
offices)
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Jack Ellerin
SunTrust Bank
25 Park Place, N.E.
24th Floor
Atlanta, Georgia 30303-2900
(404) 588-7296
(Name, address and telephone number of agent for service)

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PITNEY BOWES INC.

Delaware 06-0495050
(State or other jurisdiction of (IRS employer identification no.)
incorporation or organization)

World Headquarters 06926-0700
One Elmcroft Road (Zip Code)
Stamford, Connecticut
(Address of principal executive
offices)
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All debt securities issued and sold on a delayed basis
pursuant to Registration Statement No. 333-__________
(Title of the indenture securities)


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1. General information.
-------------------

Furnish the following information as to the trustee-

Name and address of each examining or supervising authority to which
it is subject.

Department of Banking and Finance,
State of Georgia
Atlanta, Georgia

Federal Reserve Bank of Atlanta
104 Marietta Street, N.W.
Atlanta, Georgia

Federal Deposit Insurance Corporation
Washington, D.C.

Whether it is authorized to exercise corporate trust powers.

Yes.


2. Affiliations with Obligor.
-------------------------

If the obligor is an affiliate of the trustee, describe each such
affiliation.

None.


3-12 No responses are included for Items 3 through 12. Responses to those Items
---- are not required because, as provided in General Instruction B and as set
forth in Item 13(b), the obligor is not in default on any securities
issued under indentures under which SunTrust Bank is a trustee.


13. Defaults by the Obligor.
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(a) State whether there is or has been a default with respect to the
securities under this indenture. Explain the nature of any such
default.

There is not and has not been any default under this indenture.

(b) If the trustee is a trustee under another indenture under which any
other securities, or certificates of interest or participation in any
other securities, of the obligor are outstanding, or is trustee for
more than one outstanding series of securities under the indenture,
state whether there has been a default under any such indenture or
series, identify the indenture or series affected, and explain the
nature of any such default.

There has not been any such default.


14-15 No responses are included for Items 14 and 15. Responses to those
---- Items are not required because, as provided in General Instruction (b)
to Item 13, the obligor is not in default in default on any securities
issued under indentures under which SunTrust Bank is a trustee.

2

16. List of Exhibits.
----------------

List below all exhibits filed as a part of this statement of eligibility;
exhibits identified in parentheses are filed with the Commission and are
incorporated herein by reference as exhibits hereto pursuant to Rule 7a-29
under the Trust Indenture Act of 1939, as amended, and Rule 24 of the
Commission's Rules of Practice.

(1) A copy of the Articles of Amendment and Restated Articles of
Association of the trustee as now in effect.

(2) A copy of the certificate of authority of the trustee to commence
business. (Exhibit 2 to Form T-1, Registration No. 333-32106 filed by
Sabre Holdings Corporation)

(3) A copy of the authorization of the trustee to exercise corporate
trust powers. (Exhibits 2 and 3 to Form T-1, Registration No.
333-32106 filed by Sabre Holdings Corporation)

(4) A copy of the existing by-laws of the trustee.

(5) Not applicable.

(6) The consent of the trustee required by Section 321(b) of the Trust
Indenture Act of 1939.

(7) A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or examining
authority as of the close of business on June 30, 2001.

(8) Not applicable.

(9) Not applicable.

3


SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939 the
trustee, SunTrust Bank, a banking corporation organized and existing under the
laws of the State of Georgia, has duly caused this statement of eligibility and
qualification to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Atlanta and the State of Georgia, on the 26th day
of October, 2001.

SUNTRUST BANK


By: /s/ Jack L. Ellerin
----------------------------------
Jack L. Ellerin
Assistant Vice President

4



EXHIBIT 1 TO FORM T-1

ARTICLES OF ASSOCIATION
OF
SUNTRUST BANK


(ATTACHED)


5



ARTICLES OF AMENDMENT AND
RESTATED ARTICLES OF INCORPORATION OF
SUNTRUST BANK


Pursuant to the Financial Institutions Code of Georgia, SunTrust Bank, a
Georgia banking corporation (the "Bank"), submits Articles of Amendment and
Restated Articles of Incorporation and shows as follows:

1.

The Bank was chartered by a special act of the General Assembly of Georgia
approved on September 21, 1891 with banking and trust powers.

2.

The Bank's main office is located at One Park Place, N.E., Atlanta, Fulton
County, Georgia, 30302.

3.

By a written consent and waiver of notice dated August 8, 2000, the sole
shareholder of the 4,320,000 shares of Common Stock then outstanding and
entitled to vote did authorize, approve and adopt these Articles of Amendment
and Restated Articles of Incorporation of the Bank, as submitted by a
Resolution of the Board of Directors, and as set forth in Paragraph 4 below.
The Bank has only one class of stock authorized, issued and outstanding.

4.

The Articles of Incorporation of the Bank shall be amended by changing the
address of the registered office in Article IV, authorizing the issuance of
preferred stock in Article VI, and by restating in their entirety the Articles
of Incorporation, as heretofore amended, and substituting therefor in all
respects, the Restated Articles of Incorporation as follows:


6


RESTATED
ARTICLES OF INCORPORATION
OF

SUNTRUST BANK

Article I

The name of the bank is SunTrust Bank (the "Bank").

Article II

The Bank is organized pursuant to the provisions of the Financial
Institutions Code of Georgia.

Article III

The Bank shall have perpetual duration.

Article IV

The principal place of business of the Bank is located in Atlanta, Fulton
County, Georgia, and the Bank may establish branches or agencies at other
places in Georgia or elsewhere. The address of the main office of the Bank is
303 Peachtree Street, N.E., Atlanta, Fulton County, Georgia 30308.

Article V

The purposes for which the Bank is organized are to act as a bank and as a
trust company and to enjoy and be subject to the powers and restrictions of a
bank and a trust company under the laws of the State of Georgia, and to conduct
any other businesses, to exercise any powers, and to engage in any other
activities not specifically prohibited to corporations organized to act as a
bank and as a trust company under the laws of the State of Georgia.

Article VI

Section 6.01. The aggregate number of common shares which the Bank has
authority to issue is 4,750,000, all of which are of one class only, each such
share having a par value of $5.00 (the "Common Stock"). The Bank shall also
have authority to issue 15,000 shares of preferred stock, par value $1,000 per
share (the "Preferred Stock").

Section 6.02. Pursuant to the provisions of this Article VI, a series of
Preferred Stock, all designated as the Series A Non-Cumulative Preferred Stock,
consisting of 1,000 shares, is hereby established and authorized to be issued,
and in addition to such matters specified elsewhere in this Article VI, such
Series A Non-Cumulative Preferred Stock shall have the following powers,
preferences and relative, participating, optional or other special rights and
qualifications, limitations or restrictions:

(a) Designation and Amount. The shares of such series of Preferred Stock
shall be designated as the Series A Non-Cumulative Preferred Stock ("Series A
Preferred Stock"), and the number of shares constituting the Series A Preferred
Stock shall be 1,000. The liquidation

7


preference of the Series A Preferred Stock shall be $100,000 per share ("Series
A Liquidation Value").

(b) Maturity. The Series A Preferred Stock has no stated maturity and will
not be subject to any sinking fund or mandatory redemption.

(c) Rank. The Series A Preferred Stock shall, with respect to dividend
rights and upon liquidation, dissolution and winding up of the Bank, rank (i)
senior to all classes and series of Common Stock of the Bank and to all classes
and series of equity securities of the Bank now or hereafter authorized, issued
or outstanding, which by their terms expressly provide that they are junior to
the Series A Preferred Stock as to dividend distributions and distributions
upon the liquidation, dissolution or winding up of the Bank, or which do not
specify their rank (collectively with the Common Stock, the "Series A Junior
Securities"); (ii) on a parity with the Series B Preferred Stock and each other
class or series of equity securities issued by the Bank after the date hereof,
the terms of which specifically provide that such class or series will rank on
a parity with the Series A Preferred Stock as to dividend distributions and
distributions upon the liquidation, dissolution or winding up of the Bank
(collectively with the Series B Preferred Stock, the "Series A Parity
Securities"); and (iii) junior to each other class or series of equity
securities issued by the Bank after the date hereof, the terms of which
specifically provide that such class or series will rank senior to the Series A
Preferred Stock as to dividend distributions and distributions upon the
liquidation, dissolution or winding up of the Bank (collectively, the "Series A
Senior Securities"), provided that any such Series A Senior Securities and
Series A Parity Securities issued after the date hereof that are not approved
by the holders of Series A Preferred Stock as required by Section 6.02(i)(i)(D)
hereof shall be deemed to be Series A Junior Securities and not Series A Senior
Securities or Series A Parity Securities, as the case may be.

(d) Dividends. Dividends are payable on the Series A Preferred Stock as
follows:

(i) The holders of shares of the Series A Preferred Stock in
preference to the Series A Junior Securities shall be entitled to receive,
out of funds legally available for that purpose, and when, as, and if
declared by the Board of Directors of the Bank, preferential
non-cumulative dividends payable in cash at the annual rate of nine
percent (9.00%) of the Series A Liquidation Value (the "Series A Dividend
Rate").

(ii) Dividends on the Series A Preferred Stock shall be
non-cumulative. Dividends not paid on any Series A Dividend Payment Date
shall not accumulate thereafter. Dividends shall accumulate from the first
day of any Series A Dividend Period to but excluding the immediately
succeeding Series A Dividend Payment Date. Dividends, if and when
declared, shall be payable in arrears in cash on each Series A Dividend
Payment Date of each year with respect to the Series A Dividend Period
ending on the day immediately prior to such Series A Dividend Payment Date
at the Series A Dividend Rate to holders of record at the close of
business on the applicable Record Date, commencing on March 31, 2001 with
respect to any shares of Series A Preferred Stock issued prior to that
Series A Dividend Payment Date; provided that dividends payable on the
Series A Preferred Stock on the initial Series A Dividend Payment Date
(and any dividend payable for a period less than a full semiannual period)
shall be prorated for the period and computed on the basis of a 360-day
year of twelve 30-day months and the actual number of days in such Series
A Dividend Period; and provided, further, that dividends payable on the
Series A Preferred Stock on the initial Series A Dividend

8


Payment Date shall include any accumulated and unpaid dividends on the
Series B Non-Cumulative Exchangeable Preferred Stock of the Corporation
exchanged for the Series A Preferred Stock as of the Exchange Date for the
then current dividend period. Dividends on such Series A Preferred Stock
shall be paid only in cash.

(iii) No dividends on shares of Series A Preferred Stock shall be
declared by the Board of Directors or paid or set apart for payment by the
Board of Directors or paid or set apart for payment by the Bank at such
time as the terms and provisions of any agreement of the Bank, including
any agreement relating to its indebtedness, prohibits such declaration,
payment or setting apart for payment or provides that such declaration,
payment or setting apart for payment would constitute a breach thereof or
a default thereunder, or if such declaration or payment shall be
restricted or prohibited by law.

(iv) Holders of shares of Series A Preferred Stock shall not be
entitled to any dividends in excess of full non-cumulative dividends
declared, as herein provided, on the shares of Series A Preferred Stock.
No interest, or sum of money in lieu of interest, shall be payable in
respect of any dividend payment on the shares of Series A Preferred Stock
that may be in arrears.

(v) (A) So long as any shares of Series A Preferred Stock are
outstanding, no dividends shall be declared, paid or set aside for payment
or other distribution upon any Series A Junior Securities (other than
dividends or distributions paid in shares of, or options, warrants or
rights to subscribe for or purchase shares of, Series A Junior Securities
and other than as provided in clause (B) below), nor shall any shares of
any Series A Junior Securities or any Series A Parity Securities be
redeemed, purchased or otherwise acquired for any consideration (or any
moneys be paid to or set aside or made available for a sinking fund for
the redemption of any shares of any such stock) by the Bank (except by
conversion into or exchange for shares of, or options, warrants or rights
to subscribe for or purchase, Series A Junior Securities) whenever, in
each case, full non-cumulative dividends on all outstanding shares of the
Series A Preferred Stock for the related Series A Dividend Period shall
not have been declared and paid, when due, for the two consecutive Series
A Dividend Periods terminating on or immediately prior to the date of
payment in respect of such dividend, distribution, redemption, purchase or
acquisition.

(B) When dividends for any dividend period are not paid in full, as
provided in clause (A) above, on the shares of the Series A Preferred
Stock or any Series A Parity Securities, dividends may be declared and
paid on any such shares for any dividend period therefor, but only if such
dividends are declared and paid pro rata so that the amount of dividends
declared and paid per share on the shares of the Series A Preferred Stock
and any Series A Parity Securities, in all cases shall bear to each other
the same ratio that the amount of unpaid dividends per share on the shares
of the Series A Preferred Stock for such Series A Dividend Period and such
Series A Parity Securities for the corresponding dividend period bear to
each other.

(e) Liquidation Preference.

(i) In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Bank, the holders of
shares of Series A Preferred Stock

9


then outstanding shall be entitled to be paid out of the assets of the
Bank available for distribution to its stockholders an amount in cash
equal to the Series A Liquidation Value for each share outstanding, plus
an amount in cash equal to all accumulated and unpaid dividends thereon
for the then current Series A Dividend Period, whether or not earned or
declared, before any payment shall be made or any assets distributed to
the holders of Series A Junior Securities. If the assets of the Bank are
not sufficient to pay in full the liquidation payments payable to the
holders of outstanding shares of the Series A Preferred Stock and any
Series A Parity Securities, then the holders of all such shares shall
share ratably in such distribution of assets in accordance with the amount
which would be payable on such distribution if the amounts to which the
holders of outstanding shares of Series A Preferred Stock and the holders
of outstanding shares of such Series A Parity Securities are entitled were
paid in full. After payment of the full amount of the liquidation
preference, plus any accumulated and unpaid dividends for the then current
Series A Dividend Period, to which holders of Series A Preferred Stock are
entitled, holders of Series A Preferred Stock will have no right or claim
to any remaining assets of the Bank.

(ii) For the purpose of this Section 6.02(e), neither the voluntary
sale, conveyance, exchange or transfer (for cash, shares of stock,
securities or other consideration) of all or substantially all of the
property or assets of the Bank, nor the consolidation or merger of the
Bank, shall be deemed to be a voluntary or involuntary liquidation,
dissolution or winding up of the Bank, unless such voluntary sale,
conveyance, exchange or transfer shall be in connection with a plan of
liquidation, dissolution or winding up of the Bank.

(f) Redemption. The Series A Preferred Stock is not redeemable prior to
March 31, 2021. On or after such date, the Series A Preferred Stock shall be
redeemable, in whole or in part, at the option of the Bank, but only with the
prior written approval of the Federal Reserve and, if such approval is then
required under any applicable law, rule, guideline or policy, with the prior
written approval of the Georgia Department of Banking and Finance, for cash out
of any source of funds legally available, at a redemption price equal to 100%
of the Series A Liquidation Value per share plus unpaid dividends thereon
accumulated since the immediately preceding Series A Dividend Payment Date (the
"Series A Redemption Price"). Any date of such redemption is referred to as the
"Series A Redemption Date." If fewer than all the outstanding shares of Series
A Preferred Stock are to be redeemed, the Bank will select those to be redeemed
by lot or pro rata or by any other method as may be determined by the Board of
Directors to be equitable.

(g) Procedure for Redemption.

(i) Upon redemption of the Series A Preferred Stock pursuant to
Section 6.02(f) hereof, notice of such redemption (a "Series A Notice of
Redemption") shall be mailed by first-class mail, postage prepaid, not
less than 30 days nor more than 60 days prior to the Series A Redemption
Date to the holders of record of the shares to be redeemed at their
respective addresses as they shall appear in the records of the Bank;
provided, however, that failure to give such notice or any defect therein
or in the mailing thereof shall not affect the validity of the proceeding
for the redemption of any shares so to be redeemed except as to the holder
to whom the Bank has failed to give such notice or except as to the holder
to whom notice was defective. Each such notice shall state:

10


(A) the Series A Redemption Date; (B) the Series A Redemption Price; (C)
the place or places where certificates for such shares are to be
surrendered for payment of the Series A Redemption Price; and (D) the
CUSIP number of the shares being redeemed.

(ii) If a Series A Notice of Redemption shall have been given as
aforesaid and the Bank shall have deposited on or before the Redemption
Date a sum sufficient to redeem the shares of Series A Preferred Stock as
to which a Series A Notice of Redemption has been given in trust with the
Transfer Agent with irrevocable instructions and authority to pay the
Series A Redemption Price to the holders thereof, or if no such deposit is
made, then upon the Series A Redemption Date (unless the Bank shall
default in making payment of the Series A Redemption Price), all rights of
the holders thereof as stockholders of the Bank by reason of the ownership
of such shares (except their right to receive the Series A Redemption
Price thereof without interest) shall cease and terminate, and such shares
shall no longer be deemed outstanding for any purpose. The Bank shall be
entitled to receive, from time to time, from the Transfer Agent the
interest, if any, earned on such moneys deposited with it, and the holders
of any shares so redeemed shall have no claim to any such interest. In
case the holder of any shares of Series A Preferred Stock so called for
redemption shall not claim the Series A Redemption Price for its shares
within six months after the related Series A Redemption Date, the Transfer
Agent shall, upon demand, pay over to the Bank such amount remaining on
deposit, and the Transfer Agent shall thereupon be relieved of all
responsibility to the holder of such shares, and such holder shall look
only to the Bank for payment thereof.

(iii) Not later than 1:30 p.m., Eastern Standard Time, on the
Business Day immediately preceding the Series A Redemption Date, the Bank
shall irrevocably deposit with the Transfer Agent sufficient funds for the
payment of the Series A Redemption Price for the shares to be redeemed on
the Series A Redemption Date and shall give the Transfer Agent irrevocable
instructions to apply such funds, and, if applicable and so specified in
the instructions, the income and proceeds therefrom, to the payment of
such Series A Redemption Price. The Bank may direct the Transfer Agent to
invest any such available funds, provided that the proceeds of any such
investment will be available to the Transfer Agent in Atlanta, Georgia at
the opening of business on such Series A Redemption Date.

(iv) Except as otherwise expressly set forth in this Section 6.02(g),
nothing contained in these Restated Articles of Incorporation shall limit
any legal right of the Bank to purchase or otherwise acquire any shares of
Series A Preferred Stock at any price, whether higher or lower than the
Series A Redemption Price, in private negotiated transactions, the
over-the-counter market or otherwise.

(v) If the Bank shall not have funds legally available for the
redemption of all of the shares of Series A Preferred Stock on any Series
A Redemption Date, the Bank shall redeem on the Series A Redemption Date
only the number of shares of Series A Preferred Stock as it shall have
legally available funds to redeem, as determined in an equitable manner,
and the remainder of the shares of Series A Preferred Stock shall be
redeemed, at the option of the Bank, on the earliest practicable date next
following the day on which the Bank shall first have funds legally
available for the redemption of such shares.

11


(h) Reacquired Shares. Shares of the Series A Preferred Stock that have
been redeemed, purchased or otherwise acquired by the Bank are not subject to
reissuance or resale as shares of Series A Preferred Stock and shall be held in
treasury. Such shares shall revert to the status of authorized but unissued
shares of preferred stock, undesignated as to series, until the Board of
Directors of the Bank shall designate them again for issuance as part of a
series.

(i) Voting Rights. Holders of Series A Preferred Stock will not have any
voting rights, except as otherwise from time to time required by law and except
as follows:

(i) In addition to any vote or consent of stockholders required by
law, the approval of the holders of two-thirds of the outstanding shares
of Series A Preferred Stock, voting as a class, shall be required for the
Bank: (A) to amend, alter or repeal any of the provisions of these
Restated Articles of Incorporation in any manner that would alter or
change the powers, preferences or special rights of the shares of Series A
Preferred Stock so as to materially and adversely affect them, except as
permitted in Section 6.02(j)(i)(A); (B) to authorize the merger,
consolidation, or reclassification of the Bank with or into another
Person, except as permitted in Section 6.02(j)(i)(B); (C) to dissolve,
liquidate or wind up the affairs of the Bank; and (D) to authorize or
issue, or obligate itself to authorize or issue, any Series A Senior
Securities or any Series A Parity Securities unless, for purposes of this
clause (D) only, the Bank shall have received written notice from each of
the Rating Agencies, and delivered a copy of such written notice to the
Transfer Agent, confirming that any such issuance will not result in a
reduction of the rating assigned by any of such Rating Agencies to the
Series A Preferred Stock then outstanding.

(ii) If at any time dividends on the Series A Preferred Stock or any
Series A Parity Securities shall not have been declared and paid in an
amount equal to three semiannual dividends, whether consecutive or not,
the number of directors constituting the Board of Directors of the Bank
shall be increased by two and the holders of the Series A Preferred Stock
and any Series A Parity Securities with similar voting rights, voting
together as a single class, shall be entitled to elect two additional
persons to fill such newly created directorships. The directors so elected
shall meet the qualifications set forth in the Bank's bylaws and any
applicable statutory or regulatory qualifications. At such time as
dividends for at least two consecutive Series A Dividend Periods have been
fully paid or set apart for full payment on the outstanding Series A
Preferred Stock and any Series A Parity Securities with similar voting
rights, the rights of such holders to vote for the election of directors
as provided in this Section 6.02(i)(ii) shall cease and such directors
shall no longer serve on the Board of Directors of the Bank, subject to
renewal from time to time in the event of each and every subsequent
default in the aggregate amount equivalent of three full semiannual
dividends.

During any period when the holders of the Series A Preferred Stock
and any Series A Parity Securities have the right to vote as a class for
directors as provided above, the directors so elected by the holders of
the Series A Preferred Stock and any Series A Parity Securities with
similar voting rights shall continue in office until their successors
shall have been elected or until termination of the right of the holders
of the Series A Preferred Stock and any Series A Parity Securities to vote
as a class for directors. For purposes of the foregoing, the holders of
the Series A Preferred Stock and any Series A

12


Parity Securities shall vote in proportion to their respective liquidation
preference of the shares of such stock held by them.

(iii) With respect to any right of the holders of shares of Series A
Preferred Stock to vote on any matter, whether such right is created by
this Section 6.02(i), by applicable law or otherwise, no holder of any
share of Series A Preferred Stock shall be entitled to vote, and no share
of Series A Preferred Stock shall be deemed to be outstanding for the
purpose of voting or determining the number of shares required to
constitute a quorum, if prior to or concurrently with a determination of
shares entitled to vote or of shares deemed outstanding for quorum
purposes, as the case may be, funds sufficient for the redemption of such
shares are irrevocably deposited with the Transfer Agent and a Series A
Notice of Redemption has been given by the Bank or an affiliate thereof to
the holders of the Series A Preferred Stock.

(j) Covenants. So long as any shares of Series A Preferred Stock are
outstanding, the Bank covenants and agrees with and for the benefit of the
holders of shares of Series A Preferred Stock that:

(i) the Bank shall not, without the affirmative vote or consent of
holders of two-thirds of the number of shares of Series A Preferred Stock
then outstanding, voting as a separate class:

(A) amend, alter or repeal any provisions of these Restated Articles
of Incorporation (existing prior to and at the time of such vote) so as to
materially and adversely affect the rights, preferences, privileges or
restrictions of the holders of Series A Preferred Stock, except that this
subsection (A) shall not apply to steps taken by the Bank to issue and the
issuance of other preferred stock by the Bank; or

(B) consolidate, merge, or reclassify with or into any other Person,
or permit any merger of another Person into the Bank, or enter into a
voluntary liquidation or voluntary dissolution of the Bank or enter into a
share exchange with another Person, except that (1) the Bank may
consolidate, merge or reclassify with or into another Person or enter into
a share exchange with another Person if such other Person is a
consolidated subsidiary (in accordance with generally accepted accounting
principles) of SunTrust Banks, Inc., or (2) the Bank may consolidate,
merge, or reclassify with or into another Person or enter into a share
exchange with another Person if (a) such other Person is a Depository
Institution or corporation organized under the laws of the United States
or of a state of the United States, (b) such other Person expressly
assumes all obligations and commitments of the Bank pursuant to such
consolidation, merger, reclassification or share exchange, (c) the
outstanding shares of Series A Preferred Stock are exchanged for,
reclassified as or converted into shares of the surviving Depository
Institution or corporation which have preferences, limitations and
relative voting and other rights substantially identical to those of the
Series A Preferred Stock, (d) after giving effect to such merger,
consolidation, reclassification or share exchange, no default, or event
which with the giving of notice or passage of time or both could become a
default by the Bank of its obligations under these Restated Articles of
Incorporation, shall have occurred and be continuing, and (e) the Bank
shall have received written notice from each of the Rating Agencies, and
delivered a copy of such written notice to the Transfer Agent, confirming
that such merger, consolidation, reclassification or share exchange will
not

13


result in a reduction of the rating assigned by any of such Rating
Agencies to the Series A Preferred Stock then outstanding; provided that,
for purposes of this subsection (B)(2), the Bank shall have delivered to
the Transfer Agent and caused to be mailed to each holder of record of
Series A Preferred Stock, at least thirty days prior to any such merger,
consolidation, reclassification or share exchange becoming effective, a
notice describing such merger, consolidation, reclassification or share
exchange, together with an Officers' Certificate and an Opinion of
Counsel, each stating that such merger, consolidation, reclassification or
share exchange complies with the requirements of these Restated Articles
of Incorporation and that all conditions precedent herein provided for
relating to such transaction have been complied with.

(ii) the Bank will not issue additional shares of Series A Senior
Securities or Series A Parity Securities unless the Bank shall have
received written notice from each of the Rating Agencies, and delivered a
copy of such written notice to the Transfer Agent, confirming that any
such issuance will not result in a reduction of the rating assigned by any
of such Rating Agencies to the Series A Preferred Stock then outstanding.

Section 6.03. Pursuant to the provisions of this Article VI, a series of
Preferred Stock, all designated as the Series B Non-Cumulative Preferred Stock,
consisting 9,000 shares, is hereby established and authorized to be issued, and
in addition to such matters specified elsewhere in this Article VI, such Series
B Non-Cumulative Preferred Stock shall have the following powers, preferences
and relative, participating, optional or other special rights and
qualifications, limitations or restrictions:

(a) Designation and Amount. The shares of such series of Preferred Stock
shall be designated as the Series B Non-Cumulative Preferred Stock ("Series B
Preferred Stock"), and the number of shares constituting the Series B Preferred
Stock shall be 9,000. The liquidation preference of the Series B Preferred
Stock shall be $100,000 per share ("Series B Liquidation Value").

(b) Maturity. The Series B Preferred Stock has no stated maturity and will
not be subject to any sinking fund or mandatory redemption.

(c) Rank. The Series B Preferred Stock shall, with respect to dividend
rights and upon liquidation, dissolution and winding up of the Bank, rank (i)
senior to all classes and series of Common Stock of the Bank and to all classes
and series of equity securities of the Bank now or hereafter authorized, issued
or outstanding, which by their terms expressly provide that they are junior to
the Series B Preferred Stock as to dividend distributions and distributions
upon the liquidation, dissolution or winding up of the Bank, or which do not
specify their rank (collectively with the Common Stock, the "Series B Junior
Securities"); (ii) on a parity with the Series A Preferred Stock and each other
class or series of equity securities issued by the Bank after the date hereof,
the terms of which specifically provide that such class or series will rank on
a parity with the Series B Preferred Stock as to dividend distributions and
distributions upon the liquidation, dissolution or winding up of the Bank
(collectively with the Series A Preferred Stock, the "Series B Parity
Securities"); and (iii) junior to each other class or series of equity
securities issued by the Bank after the date hereof, the terms of which
specifically provide that such class or series will rank senior to the Series B
Preferred Stock as to dividend distributions and distributions upon the
liquidation, dissolution or winding up of the Bank (collectively, the "Series B
Senior Securities"), provided that any such Series B Senior Securities or
Series B

14


Parity Securities issued after the date hereof that are not approved
by the holders of Series B Preferred Stock as required by Section 6.03(i)(i)(D)
hereof shall be deemed to be Series B Junior Securities and not Series B Senior
Securities or Series B Parity Securities, as the case may be.

(d) Dividends. Dividends are payable on the Series B Preferred Stock as
follows:

(i) The holders of shares of the Series B Preferred Stock in
preference to the Series B Junior Securities shall be entitled to receive,
out of funds legally available for that purpose, and when, as, and if
declared by the Board of Directors of the Bank, preferential
non-cumulative dividends payable in cash in an amount determined by
applying the annual rate of LIBOR plus 200 basis points to the Series B
Liquidation Value (the "Series B Dividend Rate").

(ii) Dividends on the Series B Preferred Stock shall be
non-cumulative. Dividends not paid on any Series B Dividend Payment Date
shall not accumulate thereafter. Dividends shall accumulate from the first
day of any Series B Dividend Period to but excluding the immediately
succeeding Series B Dividend Payment Date. Dividends, if and when
declared, shall be payable in arrears in cash on each Series B Dividend
Payment Date of each year with respect to the Series B Dividend Period
ending on the day immediately prior to such Series B Dividend Payment Date
at the Series B Dividend Rate per share to holders of record at the close
of business on the applicable Record Date, commencing on the Exchange Date
with respect to any shares of Series B Preferred Stock issued prior to
that Series B Dividend Payment Date; provided that dividends payable on
the Series B Preferred Stock on the initial Series B Dividend Payment Date
(and any dividend payable for a period less than a full quarterly period)
shall be prorated for the period and computed on the basis of a 360-day
year and the actual number of days in such Series B Dividend Period; and
provided, further, that dividends payable on the Series B Preferred Stock
on the initial Series B Dividend Payment Date shall include any
accumulated and unpaid dividends on the Series C Non-Cumulative
Exchangeable Preferred Stock of the Corporation exchanged for the Series B
Preferred Stock as of the Exchange Date for the then current dividend
period. Dividends on such Series B Preferred Stock shall be paid only in
cash.

(iii) No dividends on shares of Series B Preferred Stock shall be
declared by the Board of Directors or paid or set apart for payment by the
Board of Directors or paid or set apart for payment by the Bank at such
time as the terms and provisions of any agreement of the Bank, including
any agreement relating to its indebtedness, prohibits such declaration,
payment or setting apart for payment or provides that such declaration,
payment or setting apart for payment would constitute a breach thereof or
a default thereunder, or if such declaration or payment shall be
restricted or prohibited by law.

(iv) Holders of shares of Series B Preferred Stock shall not be
entitled to any dividends in excess of full non-cumulative dividends
declared, as herein provided, on the shares of Series B Preferred Stock.
No interest, or sum of money in lieu of interest, shall be payable in
respect of any dividend payment on the shares of Series B Preferred Stock
that may be in arrears.

(v) (A) So long as any shares of Series B Preferred Stock are
outstanding, no dividends shall be declared, paid or set aside for payment
or other distribution upon any Series B Junior Securities (other than
dividends or distributions paid in shares of, or

15


options, warrants or rights to subscribe for or purchase shares of, Series
B Junior Securities and other than as provided in clause (B) below), nor
shall any shares of any Series B Junior Securities or any Series B Parity
Securities be redeemed, purchased or otherwise acquired for any
consideration (or any moneys be paid to or set aside or made available for
a sinking fund for the redemption of any shares of any such stock) by the
Bank (except by conversion into or exchange for shares of, or options,
warrants or rights to subscribe for or purchase, Series B Junior
Securities) whenever, in each case, full non-cumulative dividends on all
outstanding shares of the Series B Preferred Stock for the related Series
B Dividend Period shall not have been declared and paid, when due, for the
four consecutive Series B Dividend Periods terminating on or immediately
prior to the date of payment in respect of such dividend, distribution,
redemption, purchase or acquisition.

(B) When dividends for any dividend period are not paid in full, as
provided in clause (A) above, on the shares of the Series B Preferred
Stock or any Series B Parity Securities, dividends may be declared and
paid on any such shares for any dividend period therefor, but only if such
dividends are declared and paid pro rata so that the amount of dividends
declared and paid per share on the shares of the Series B Preferred Stock
and any Series B Parity Securities, in all cases shall bear to each other
the same ratio that the amount of unpaid dividends per share on the shares
of the Series B Preferred Stock for such Series B Dividend Period and such
Series B Parity Securities for the corresponding dividend period bear to
each other.

(e) Liquidation Preference.

(i) In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Bank, the holders of
shares of Series B Preferred Stock then outstanding shall be entitled to
be paid out of the assets of the Bank available for distribution to its
stockholders an amount in cash equal to the Series B Liquidation Value for
each share outstanding, plus an amount in cash equal to all accumulated
and unpaid dividends thereon for the then current Series B Dividend
Period, whether or not earned or declared, before any payment shall be
made or any assets distributed to the holders of Series B Junior
Securities. If the assets of the Bank are not sufficient to pay in full
the liquidation payments payable to the holders of outstanding shares of
the Series B Preferred Stock and any Series B Parity Securities, then the
holders of all such shares shall share ratably in such distribution of
assets in accordance with the amount which would be payable on such
distribution if the amounts to which the holders of outstanding shares of
Series B Preferred Stock and the holders of outstanding shares of such
Series B Parity Securities are entitled were paid in full. After payment
of the full amount of the liquidation preference, plus any accumulated and
unpaid dividends for the then current Series B Dividend Period, to which
holders of Series B Preferred Stock are entitled, holders of Series B
Preferred Stock will have no right or claim to any remaining assets of the
Bank.

(ii) For the purpose of this Section 6.03(e), neither the voluntary
sale, conveyance, exchange or transfer (for cash, shares of stock,
securities or other consideration) of all or substantially all of the
property or assets of the Bank, nor the consolidation or merger of the
Bank, shall be deemed to be a voluntary or involuntary liquidation,
dissolution or winding up of the Bank, unless such voluntary sale,

16


conveyance, exchange or transfer shall be in connection with a plan of
liquidation, dissolution or winding up of the Bank.

(f) Redemption. The Series B Preferred Stock is not redeemable prior to
March 31, 2011. On March 31, 2011 and on each Series B Dividend Payment Date
thereafter, the Series B Preferred Stock shall be redeemable, in whole or in
part, at the option of the Bank, but with the prior written approval of the
Federal Reserve and, if approval is then required under any applicable law,
rule, guideline or policy, the Georgia Department of Banking and Finance, for
cash out of any source of funds legally available, at a redemption price equal
to 100% of the Series B Liquidation Value per share plus unpaid dividends
thereon accumulated since the immediately preceding Series B Dividend Payment
Date (the "Series B Redemption Price"). Any date of such redemption is referred
to as the "Series B Redemption Date." If fewer than all the outstanding shares
of Series B Preferred Stock are to be redeemed, the Bank will select those to
be redeemed by lot or pro rata or by any other method as may be determined by
the Board of Directors to be equitable.

(g) Procedure for Redemption.

(i) Upon redemption of the Series B Preferred Stock pursuant to
Section 6.03(f) hereof, notice of such redemption (a "Series B Notice of
Redemption") shall be mailed by first-class mail, postage prepaid, not
less than 30 days nor more than 60 days prior to the Series B Redemption
Date to the holders of record of the shares to be redeemed at their
respective addresses as they shall appear in the records of the Bank;
provided, however, that failure to give such notice or any defect therein
or in the mailing thereof shall not affect the validity of the proceeding
for the redemption of any shares so to be redeemed except as to the holder
to whom the Bank has failed to give such notice or except as to the holder
to whom notice was defective. Each such notice shall state: (A) the Series
B Redemption Date; (B) the Series B Redemption Price; (C) the place or
places where certificates for such shares are to be surrendered for
payment of the Series B Redemption Price; and (D) the CUSIP number of the
shares being redeemed.

(ii) If a Series B Notice of Redemption shall have been given as
aforesaid and the Bank shall have deposited on or before the Redemption
Date a sum sufficient to redeem the shares of Series B Preferred Stock as
to which a Series B Notice of Redemption has been given in trust with the
Transfer Agent with irrevocable instructions and authority to pay the
Series B Redemption Price to the holders thereof, or if no such deposit is
made, then upon the Series B Redemption Date (unless the Bank shall
default in making payment of the Series B Redemption Price), all rights of
the holders thereof as stockholders of the Bank by reason of the ownership
of such shares (except their right to receive the Series B Redemption
Price thereof without interest) shall cease and terminate, and such shares
shall no longer be deemed outstanding for any purpose. The Bank shall be
entitled to receive, from time to time, from the Transfer Agent the
interest, if any, earned on such moneys deposited with it, and the holders
of any shares so redeemed shall have no claim to any such interest. In
case the holder of any shares of Series B Preferred Stock so called for
redemption shall not claim the Series B Redemption Price for its shares
within six months after the related Series B Redemption Date, the Transfer
Agent shall, upon demand, pay over to the Bank such amount remaining on
deposit, and the Transfer Agent shall thereupon be relieved of all
responsibility to the holder of such shares, and such holder shall look
only to the Bank for payment thereof.

17


(iii) Not later than 1:30 p.m., Eastern Standard Time, on the
Business Day immediately preceding the Series B Redemption Date, the Bank
shall irrevocably deposit with the Transfer Agent sufficient funds for the
payment of the Series B Redemption Price for the shares to be redeemed on
the Series B Redemption Date and shall give the Transfer Agent irrevocable
instructions to apply such funds, and, if applicable and so specified in
the instructions, the income and proceeds therefrom, to the payment of
such Series B Redemption Price. The Bank may direct the Transfer Agent to
invest any such available funds, provided that the proceeds of any such
investment will be available to the Transfer Agent in Atlanta, Georgia at
the opening of business on such Series B Redemption Date.

(iv) Except as otherwise expressly set forth in this Section 6.03(g),
nothing contained in these Restated Articles of Incorporation shall limit
any legal right of the Bank to purchase or otherwise acquire any shares of
Series B Preferred Stock at any price, whether higher or lower than the
Series B Redemption Price, in private negotiated transactions, the
over-the-counter market or otherwise.

(v) If the Bank shall not have funds legally available for the
redemption of all of the shares of Series B Preferred Stock on any Series
B Redemption Date, the Bank shall redeem on the Series B Redemption Date
only the number of shares of Series B Preferred Stock as it shall have
legally available funds to redeem, as determined in an equitable manner,
and the remainder of the shares of Series B Preferred Stock shall be
redeemed, at the option of the Bank, on the earliest practicable date next
following the day on which the Bank shall first have funds legally
available for the redemption of such shares.

(h) Reacquired Shares. Shares of the Series B Preferred Stock that have
been redeemed, purchased or otherwise acquired by the Bank are not subject to
reissuance or resale as shares of Series B Preferred Stock and shall be held in
treasury. Such shares shall revert to the status of authorized but unissued
shares of preferred stock, undesignated as to series, until the Board of
Directors of the Bank shall designate them again for issuance as part of a
series.

(i) Voting Rights. Holders of Series B Preferred Stock will not have any
voting rights, except as otherwise from time to time required by law and except
as follows:

(i) In addition to any vote or consent of stockholders required by
law, the approval of the holders of two-thirds of the outstanding shares
of Series B Preferred Stock, voting as a class, shall be required for the
Bank: (A) to amend, alter or repeal any of the provisions of these
Restated Articles of Incorporation in any manner that would alter or
change the powers, preferences or special rights of the shares of Series B
Preferred Stock so as to materially and adversely affect them, except as
permitted in Section 6.03(j)(i)(A); (B) to authorize the merger,
consolidation, or reclassification of the Bank with or into another
Person, except as permitted in Section 6.03(j)(i)(B); (C) to dissolve,
liquidate or wind up the affairs of the Bank; and (D) to authorize or
issue, or obligate itself to authorize or issue, any Series B Senior
Securities or Series B Parity Securities, unless, for purposes of this
clause (D), the Bank shall have received written notice from each of the
Rating Agencies, and delivered a copy of such written notice to the
Transfer Agent, confirming that any such issuance of Series B Parity
Securities will

18


not result in a reduction of the rating assigned by any of such Rating
Agencies to the Series B Preferred Stock then outstanding.

(ii) If at any time dividends on the Series B Preferred Stock or any
Series B Parity Securities shall not have been declared and paid in an
amount equal to six quarterly dividends, whether consecutive or not, the
number of directors constituting the Board of Directors of the Bank shall
be increased by two and the holders of the Series B Preferred Stock and
any Series B Parity Securities with similar voting rights, voting together
as a single class, shall be entitled to elect two additional persons to
fill such newly created directorships. The directors so elected shall meet
the qualifications set forth in the Bank's bylaws and any applicable
statutory or regulatory qualifications. At such time as dividends for at
least four consecutive Series B Dividend Periods have been fully paid or
set apart for full payment on the outstanding Series B Preferred Stock and
any Series B Parity Securities with similar voting rights, the rights of
such holders to vote for the election of directors as provided in this
Section 6.03(i)(ii) shall cease and such directors shall no longer serve
on the Board of Directors of the Bank, subject to renewal from time to
time upon the same terms and conditions in the event of each and every
subsequent default in the aggregate amount equivalent of six full
quarterly dividends.

During any period when the holders of the Series B Preferred Stock
and any Series B Parity Securities have the right to vote as a class for
directors as provided above, the directors so elected by the holders of
the Series B Preferred Stock and any Series B Parity Securities with
similar voting rights shall continue in office until their successors
shall have been elected or until termination of the right of the holders
of the Series B Preferred Stock and any Series B Parity Securities to vote
as a class for directors. For purposes of the foregoing, the holders of
the Series B Preferred Stock and any Series B Parity Securities shall vote
in proportion to their respective liquidation preference of the shares of
such stock held by them.

(iii) With respect to any right of the holders of shares of Series B
Preferred Stock to vote on any matter, whether such right is created by
this Section 6.03(i), by applicable law or otherwise, no holder of any
share of Series B Preferred Stock shall be entitled to vote, and no share
of Series B Preferred Stock shall be deemed to be outstanding for the
purpose of voting or determining the number of shares required to
constitute a quorum, if prior to or concurrently with a determination of
shares entitled to vote or of shares deemed outstanding for quorum
purposes, as the case may be, funds sufficient for the redemption of such
shares are irrevocably deposited with the Transfer Agent and a Series B
Notice of Redemption has been given by the Bank or an affiliate thereof to
the holders of the Series B Preferred Stock.

(j) Covenants. So long as any shares of Series B Preferred Stock are
outstanding, the Bank covenants and agrees with and for the benefit of the
holders of shares of Series B Preferred Stock that:

(i) the Bank shall not, without the affirmative vote or consent of
holders of two-thirds of the number of shares of Series B Preferred Stock
then outstanding, voting as a separate class:

(A) amend, alter or repeal any provisions of these Restated Articles
of Incorporation (existing prior to and at the time of such vote) so as to
materially and

19


adversely affect the rights, preferences, privileges or restrictions of
the holders of Series B Preferred Stock, except that this subsection (A)
shall not apply to steps taken by the Bank to issue and the issuance of
other preferred stock by the Bank; or

(B) consolidate, merge, or reclassify with or into any other Person,
or permit any merger of another Person into the Bank, or enter into a
voluntary liquidation or voluntary dissolution of the Bank or enter into a
share exchange with another Person, except that (1) the Bank may
consolidate, merge or reclassify with or into another Person or enter into
a share exchange with another Person if such other Person is a
consolidated subsidiary (in accordance with generally accepted accounting
principles) of SunTrust Banks, Inc., or (2) the Bank may consolidate,
merge, or reclassify with or into another Person or enter into a share
exchange with another Person if (a) such other Person is a Depository
Institution or corporation organized under the laws of the United States
or a state of the United States, (b) such other Person expressly assumes
all obligations and commitments of the Bank pursuant to such
consolidation, merger, reclassification or share exchange, (c) the
outstanding shares of Series B Preferred Stock are exchanged for,
reclassified as or converted into shares of the surviving Depository
Institution or corporation which have preferences, limitations and
relative voting and other rights substantially identical to those of the
Series B Preferred Stock, (d) after giving effect to such merger,
consolidation, reclassification or share exchange, no default, or event
which with the giving of notice or passage of time or both could become a
default by the Bank of its obligations under these Restated Articles of
Incorporation, shall have occurred and be continuing, and (e) the Bank
shall have received written notice from each of the Rating Agencies, and
delivered a copy of such written notice to the Transfer Agent, confirming
that such merger, consolidation, reclassification or share exchange will
not result in a reduction of the rating assigned by any of such Rating
Agencies to the Series B Preferred Stock then outstanding; provided that,
for purposes of this subsection (B)(2), the Bank shall have delivered to
the Transfer Agent and caused to be mailed to each holder of record of
Series B Preferred Stock, at least thirty days prior to any such merger,
consolidation, reclassification or share exchange becoming effective, a
notice describing such merger, consolidation, reclassification or share
exchange, together with an Officers' Certificate and an Opinion of
Counsel, each stating that such merger, consolidation, reclassification or
share exchange complies with the requirements of these Restated Articles
of Incorporation and that all conditions precedent herein provided for
relating to such transaction have been complied with.

(ii) The Bank covenants and agrees with and for the benefit of the
holders of shares of Series B Preferred Stock that the Bank will not issue
additional shares of Series B Senior Securities or Series B Parity
Securities unless the Bank shall have received written notice from each of
the Rating Agencies, and delivered a copy of such written notice to the
Transfer Agent, confirming that any such issuance will not result in a
reduction of the rating assigned by any of such Rating Agencies to the
Series B Preferred Stock then outstanding.

Section 6.04. Definitions. For the purpose of Sections 6.02 and 6.03
hereof, the following terms shall have the meanings indicated:

20


"Business Day" means a day on which the New York Stock Exchange is open
for trading and which is not a day on which banking institutions in The City of
New York or Atlanta, Georgia are authorized or required by law or executive
order to close.

"Calculation Agent" means any Person authorized by the Bank to determine
the Series B Dividend Rate, which initially shall be the Bank.

"Corporation" means SunTrust Real Estate Investment Corporation, a
Virginia corporation, or any successor thereto.

"Depository Institution" has the meaning given to such term in 12
U.S.C.ss. 1813(c)(i), or any successor thereto.

"Determination Date" means, with respect to any Series B Dividend Period,
the date that is two London Business Days prior to the first day of such Series
B Dividend Period.

"Dividend Payment Date" means, as the context requires, a Series A
Dividend Payment Date or a Series B Dividend Payment Date.

"Exchange Date" means any date on which the Series B Non-Cumulative
Exchangeable Preferred Stock of the Corporation is exchanged for the Series A
Preferred Stock or any date on which the Series C Non-Cumulative Exchangeable
Preferred Stock of the Corporation is exchanged for the Series B Preferred
Stock

"Federal Reserve" means the Board of Governors of the Federal Reserve
System, or any successor thereto.

"Issue Date" means, with respect to the Series A Preferred Stock, the
first date on which shares of Series A Preferred Stock are issued and with
respect to the Series B Preferred Stock, the first date on which shares of the
Series B Preferred Stock are issued.

"LIBOR" means, with respect to a Series B Dividend Period relating to a
Series B Dividend Payment Date (in the following order of priority):

(i) the rate (expressed as a percentage per annum) for Eurodollar
deposits having a three-month maturity that appears on Telerate Page 3750
as of 11:00 a.m. (London time) on the related Determination Date;

(ii) if such rate does not appear on Telerate Page 3750 as of 11:00
a.m. (London time) on the related Determination Date, LIBOR will be the
arithmetic mean (if necessary rounded upwards to the nearest whole
multiple of .00001%) of the rates (expressed as percentages per annum) for
Eurodollar deposits having a three-month maturity that appear on Reuters
Monitor Money Rates Page LIBO ("Reuters Page LIBO") as of 11:00 a.m.
(London time) on such Determination Date;

(iii) if such rate does not appear on Reuters Page LIBO as of 11:00
a.m. (London time) on the related Determination Date, the Calculation
Agent will request the principal London offices of four leading banks in
the London interbank market of the Bank's selection to provide such banks'
offered quotations (expressed as percentages per annum) to prime banks in
the London interbank market for Eurodollar deposits having a three-month
maturity as of 11:00 a.m. (London time) on such Determination Date. If at
least two quotations

21


are provided, LIBOR will be the arithmetic mean (if necessary rounded
upwards to the nearest whole multiple of .00001%) of such quotations;

(iv) if fewer than two such quotations are provided as requested in
clause (iii) above, the Calculation Agent will request four major New York
City banks of the Bank's selection to provide such banks' offered
quotations (expressed as percentages per annum) to leading European banks
for loans in Eurodollars as of 11:00 a.m. (London time) on such
Determination Date. If at least two such quotations are provided, LIBOR
will be the arithmetic mean (if necessary rounded upwards to the nearest
whole multiple of .00001%) of such quotations; and

(v) if fewer than two such quotations are provided as requested in
clause (iv) above, LIBOR will be LIBOR determined with respect to the
Series B Dividend Period immediately preceding such current Series B
Dividend Period.

If the rate for Eurodollar deposits having a three-month maturity
that initially appears on Telerate Page 3750 or Reuters Page LIBO, as the
case may be, as of 11:00 a.m. (London time) on the related Determination
Date is superseded on Telerate Page 3750 or Reuters Page LIBO, as the case
may be, by a corrected rate before 12:00 noon (London time) on such
Determination Date, the corrected rate as so substituted on the applicable
page will be the applicable LIBOR for such Determination Date.

"London Business Day" means any day, other than a Saturday or Sunday, on
which commercial banks and foreign exchange markets are open for business,
including dealings in foreign exchange and foreign currency deposits, in
London.

"Moody's" means Moody's Investors Service, Inc., or its successor, so long
as such agency (or successor) is in the business of rating securities of the
type of the Series A Preferred Stock or the Series B Preferred Stock.

"Officer's Certificate" means a certificate signed by the President, any
Vice President, the Treasurer, any Assistant Treasurer, the Secretary or any
Assistant Secretary of the Bank.

"Opinion of Counsel" means a written opinion of counsel, who may be
in-house counsel for the Bank.

"Person" means any individual, firm, Depository Institution or other
entity and shall include any successor (by merger or otherwise) of such entity.

"Rating Agencies" means Moody's (and any successor thereto), Standard &
Poor's (and any successor thereto) and any other nationally recognized
statistical rating organizations assigning, at the Bank's request, ratings to
the shares of Series A Preferred Stock or Series B Preferred Stock.

"Record Date" means the 15th day of the month in which the applicable
Dividend Payment Date falls for dividends declared by the Board of Directors.

"Series A Dividend Payment Date" means each March 31 and September 30 of
each year.

22


"Series A Dividend Period" is the period from a Series A Dividend Payment
Date to, but excluding, the next succeeding Series A Dividend Payment Date;
provided, however, that the initial Series A Dividend Period is the period from
the Issue Date of the Series B Preferred Stock to the next succeeding Series A
Dividend Payment Date.

"Series A Dividend Rate" has the meaning set forth in Section 6.02(d)(i)
hereof.

"Series A Junior Securities" has the meaning set forth in Section 6.02(c)
hereof.

"Series A Liquidation Value" has the meaning set forth in Section 6.02(a)
hereof.

"Series A Notice of Redemption" has the meaning set forth in Section
6.02(g)(i) hereof.

"Series A Parity Securities" has the meaning set forth in Section 6.02(c)
hereof.

"Series A Preferred Stock" has the meaning set forth in Section 6.02(a)
hereof.

"Series A Redemption Date" has the meaning set forth in Section 6.02(f)
hereof.

"Series A Redemption Price" has the meaning set forth in Section 6.02(f)
hereof.

"Series A Senior Securities" has the meaning set forth in Section 6.02(c)
hereof.

"Series B Dividend Payment Date" means each March 31, June 30, September
30 and December 31 of each year.

"Series B Dividend Period" is the period from a Series B Dividend Payment
Date to, but excluding, the next succeeding Series B Dividend Payment Date;
provided, however, that the initial Series B Dividend Period is the period from
the Issue Date of the Series B Preferred Stock to the next succeeding Series B
Dividend Payment Date.

"Series B Dividend Rate" has the meaning set forth in Section 6.03(d)(i)
hereof.

"Series B Junior Securities" has the meaning set forth in Section 6.03(c)
hereof.

"Series B Liquidation Value" has the meaning set forth in Section 6.03(a)
hereof.

"Series B Notice of Redemption" has the meaning set forth in Section
6.03(g)(i) hereof.

"Series B Parity Securities" has the meaning set forth in Section 6.03(c)
hereof.

"Series B Preferred Stock" has the meaning set forth in Section 6.03(a)
hereof.

"Series B Redemption Date" has the meaning set forth in Section 6.03(f)
hereof.

"Series B Redemption Price" has the meaning set forth in Section 6.03(f)
hereof.

"Series B Senior Securities" has the meaning set forth in Section 6.03(c)
hereof.

"Standard & Poor's" means Standard & Poor's Ratings Group, a division of
the McGraw-Hill Companies, Inc. or its successor, so long as such agency (or
successor) is in the business of rating securities of the type of the Series A
Preferred Stock or the Series B Preferred Stock.

"Transfer Agent" means a bank or trust company as may be appointed from
time to time by the Board of Directors of the Bank, or a committee thereof, to
act as transfer agent, paying agent and registrar of the Series A Preferred
Stock and the Series B Preferred Stock.

23

Section 6.05. Authority is hereby expressly granted to the Board of
Directors from time to time to issue additional Preferred Stock, for such
consideration and on such terms as it may determine, as Preferred Stock of one
or more series and in connection with the creation of any such series to fix by
the resolution or resolutions providing for the issue of shares thereof the
designation, powers and relative participating, optional, or other special
rights of such series, and the qualifications, limitations, or restrictions
thereof.

Article VII

No stockholder shall have any preemptive right to subscribe for or to
purchase any shares or other securities issued by the Bank.

Article VIII

The number of directors shall be not less than eleven nor more than
twenty-five, which number shall be fixed as provided by law.

Article IX

Section 9.01. No director of the Bank shall be personally liable to the
shareholders of the Bank 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 Financial Institutions Code of Georgia or any successor law or
laws.

Section 9.02. Any repeal or modification of clause (a) of this Article IX
by the shareholders of the Bank shall not adversely affect any right or
protection of a director of the Bank existing at the time of such repeal or
modification.

IN WITNESS WHEREOF, SunTrust Bank has caused these Restated Articles of
Incorporation to be executed and its corporate seal to be affixed and has
caused the foregoing to be attested, all by its duly authorized officers on
this 8th day of August, 2000.


SUNTRUST BANK


By: /s/ L. Phillip Humann
-----------------------------------------
Name: L. Phillip Humann
Title: Chairman of the Board, President
and Chief Executive Officer


By: /s/ John W. Spiegel
-------------------------------------
Name: John W. Spiegel
Title: Executive Vice President and
Chief Financial Officer

(SEAL)


24

Attest: /s/ Raymond D. Fortin
--------------------------
Name: Raymond D. Fortin
Title: Corporate Secretary



25



EXHIBIT 2 TO FORM T-1

CERTIFICATE OF AUTHORITY
OF
SUNTRUST BANK TO COMMENCE BUSINESS


(Incorporated by reference from Exhibit 2 to Form T-1,
Registration No. 333-32106 filed by Sabre Holdings Corporation)





26



EXHIBIT 3 TO FORM T-1

AUTHORIZATION
OF
SUNTRUST BANK TO EXERCISE
CORPORATE TRUST POWERS


(Incorporated by reference from Exhibits 2 and 3 to Form T-1,
Registration No. 333-32106 filed by Sabre Holdings Corporation)




27



EXHIBIT 4 TO FORM T-1

BY-LAWS
OF
SUNTRUST BANK


(ATTACHED)





28



SUNTRUST BANK
BYLAWS

(As Amended and Restated February 13, 2001)


ARTICLE I
SHAREHOLDERS

SECTION 1. Annual Meeting. The annual meeting of the shareholder for the
election of Directors and for the transaction of such other business as may
properly come before the meeting shall be held at such place, on such date and
at such time as the Board of Directors may by resolution provide. If the Board
of Directors fails to provide such date and time, the meeting shall be held at
the Bank's headquarters at 10:00 AM local time on the third Tuesday in April of
each year, or, if that date is a legal holiday, on the next succeeding business
day. The Board of Directors may specify by resolution prior to any special
meeting of the shareholder that such meeting shall be in lieu of the annual
meeting.

SECTION 2. Special Meeting; Call of Meetings. Special meetings of the
shareholder may be called at any time by the Chairman of the Board, the
President, or the Board itself, and shall be held at such place as is stated in
the notice.


ARTICLE II
DIRECTORS

SECTION 1. Board of Directors. The Board of Directors shall manage the business
and affairs of the Bank and may exercise all of the powers of the Bank, subject
to whatever restrictions are imposed by law.

SECTION 2. Composition of the Board. The Board of Directors of the Bank shall
consist of not less than ten (10) nor more than twenty (20) natural persons,
the exact number to be set from time to time by the Board of Directors. In the
absence of the Board setting the number of Directors, the number shall be
sixteen (16). Each Director, unless he or she dies, resigns, retires or is
removed from office, shall hold office until the next annual meeting of the
shareholder, and may be reelected for successive terms.

SECTION 3. Election of Directors. Nominations for election to the Board of
Directors may be made by the Board, or by the Bank's shareholder. Nominations
shall specify the class of Directors to which each person is nominated.

SECTION 4. Vacancies. Vacancies resulting from retirement, resignation, removal
from office (with or without cause), death or an increase in the number of
Directors comprising the Board, shall be filled by the Board of Directors. Any
Director so elected shall hold office until the next annual meeting of the
shareholder. No decrease in the number of Directors constituting the Board of
Directors shall shorten the term of any incumbent Director.

SECTION 5. Retirement. Each Director serving as an officer of the Bank or any
of its affiliates shall cease to be a Director on the date of the first to
occur of (a) his or her 65th


29

birthday, or (b) the date of his or her termination, resignation or retirement
of employment. Each Director who is not an officer of the Bank or any of its
affiliates shall cease to be a Director at the end of his or her term that
coincides with or follows his or her 70th birthday.

SECTION 6. Removal. Any or all Directors may be removed from office at any time
with or without cause, by the affirmative vote of the shareholder.

SECTION 7. Resignations. Any Director may resign at any time by giving written
notice to the Chairman of the Board, the President or the Corporate Secretary.
Such resignation shall take effect when delivered unless the notice specifies a
later effective date, and the acceptance of the resignation shall not be
necessary to make it effective, unless otherwise stated in the resignation.


ARTICLE III
ACTION OF THE BOARD OF DIRECTORS; COMMITTEES

SECTION 1. Quorum; Vote Requirement. A majority of the Directors holding office
shall constitute a quorum for the transaction of the Board's business. If a
quorum is present, a vote of a majority of the Directors present at such time
shall be the act of the Board of Directors, unless a greater vote is required
by law, the Articles of Incorporation or these Bylaws.

SECTION 2. Executive Committee. An Executive Committee, consisting of not less
than four (4) Directors, is hereby established. The members of the Executive
Committee shall be elected by the Board at its meeting immediately following
the annual shareholder's meeting, or at such other time as the Board determines
to be appropriate. The Executive Committee shall have and may exercise all the
authority of the Board as permitted by law. In addition, the Executive
Committee shall serve as the Nominating Committee and shall have the power to
recommend candidates for election to the Board and consider other issues
related to the size and composition of the Board. The Board shall elect the
Chairman of the Executive Committee, who shall be entitled to preside at all
meetings of the Executive Committee and perform such other duties as may be
designated by the Committee.

SECTION 3. Audit Committee. An Audit Committee, consisting of not less than
four (4) Directors, is hereby established. No Director who is an officer of the
Bank or any affiliate shall be a member of the Audit Committee. The members of
the Audit Committee shall be elected by the Board at its meeting immediately
following the annual shareholder's meeting, or at such other time as the Board
determines to be appropriate. The Audit Committee shall require that an audit
of the books and records of the affairs of the Bank be made at such time or
times as the members of the Audit Committee choose, and shall review the scope
of the audit and approve of any non-audit services to be performed for the Bank
by the independent accountants. The Audit Committee shall also review
examination reports by the independent accountants and regulatory agencies;
review credit issues, loan policies and procedures, the classification of loans
and the adequacy of the allowance for loan losses; monitor the credit process
review function; review the Bank's CRA policy, plans and performance; review
internal programs to assure compliance with laws and regulations and the
adequacy of internal controls, and exercise oversight for the Bank's fiduciary
actions and duties. The Board shall elect the Chairman of the Audit Committee
who shall be entitled to preside at all meetings of the Committee and perform
such other duties as may be designated by the Committee.

30

SECTION 4. Other Committees. The Board of Directors may designate one or more
other committees, each consisting of one or more Directors, and each of which,
to the extent permitted by law and provided in the resolution establishing such
committee, shall have and may exercise all authority of the Board of Directors.

SECTION 5. Committee Meetings. Regular meetings of each committee, of which no
notice is necessary, shall be held at such times and places as fixed, from time
to time, by resolution adopted by the committee. Special meetings of any
committee may be called at any time by the Chairman of the Board or the
President, by the Chairman of such committee or by two members of the
committee. Notice of any special meeting of any committee may be given in the
manner provided in the Bylaws for giving notice of a special meeting of the
Board of Directors. However, notice of any special meeting need not be given to
any member of the committee who is present at the meeting or who, before or
after the meeting, waives notice in writing (including telegram, cablegram,
facsimile, or radiogram). Any regular or special meeting of any committee shall
be a legal meeting, without any notice being given, if all the members are
present. A majority of the members of any committee shall constitute a quorum
for the transaction of business, and the act of a majority of those present at
any meeting at which a quorum is present shall be the act of the committee.

SECTION 6. Committee Records. Each committee shall keep a record of its acts
and proceedings and shall report them from time to time to the Board of
Directors.

SECTION 7. Alternate Members; Vacancies. The Board of Directors may designate
one or more Directors as alternate members of any committee, to act in the
place and stead of one or more members who are absent from such committee. The
Board of Directors may fill any vacancy or vacancies occurring in any
committee.

SECTION 8. Place, Time, Notice and Call of Directors' Meetings. The annual
meeting of the Board of Directors shall be held each year immediately following
the annual meeting of the shareholder or at such other time and place as the
Chairman of the Board may designate. Regular meetings of the Board of Directors
shall be held at such times and places as the Board of Directors may determine
from time to time. Regular meetings of the Board of Directors may be held
without notice. Special meetings of the Board of Directors shall be held upon
notice of the date, time and place of the meeting as given to each Director
orally, by telephone or in person, or in writing, by personal delivery or by
mail, telegram, facsimile, or cablegram. Notice of special meetings shall be
given no later than the day before the meeting, except that notice of a special
meeting need not be given to any Director who signs and delivers to the Bank,
either before or after the meeting, a waiver of notice. Attendance of a
Director at a Board meeting shall constitute a waiver of notice of that
meeting, as well as a waiver of any and all objections to the place of the
meeting, the time of the meeting, or the manner in which it has been called or
convened, except when a Director states, at the beginning of the meeting (or
promptly upon his or her arrival), any such objection or objections to the
transaction of business and thereafter does not vote for or assent to action
taken at the meeting. The business to be transacted at, and the purpose of, any
regular or special meeting of the Board of Directors need not be specified in
the notice or waiver of notice of the meeting unless required by law or these
Bylaws.

A majority of the Directors present, whether or not a quorum exists, may
adjourn any meeting of the Board of Directors to another time and place. No
notice of any adjourned meeting need be

31

given. Meetings of the Board of Directors may be called by the Chairman of the
Board, the President or any two Directors.

SECTION 9. Action by Directors Without a Meeting; Participation in Meeting by
Telephone. Except as limited by law, any action to be taken at a meeting of the
Board, or by any committee of the Board, may be taken without a meeting if
written consent, setting forth the action so taken, shall be signed by all the
members of the Board or such Committee and shall be filed with the minutes of
the proceedings of the Board or such committee. Such written consent shall have
the same force and effect as a unanimous vote of the Board or such committee
and any document executed on behalf of the Corporation may recite that the
action was duly taken at a meeting of the Board or such committee.

Participation at Board and committee meetings may occur by conference telephone
or similar communication equipment so long as all persons participating in the
meeting can hear and speak to one other, and such participation shall
constitute personal presence at the meeting.

SECTION 10. Directors' Compensation. The Board of Directors shall have
authority to determine, from time to time, the amount of compensation paid to
its members for attendance at meetings of, or services on, the Board or any
committee thereof. The Board shall also have the power to reimburse Directors
for reasonable expenses of attendance at Directors' meetings and committee
meetings.

ARTICLE IV
OFFICERS

SECTION 1. Executive Structure. The Board of Directors shall elect a Chairman
of the Board, President, Chief Financial Officer, Corporate Secretary and
Treasurer, and may elect one or more Vice Chairmen and Executive Vice
Presidents as the Board of Directors may deem necessary. The Board of Directors
shall designate a Chief Executive Officer from among these officers. The Chief
Executive Officer shall designate duties of each designated officer and may
appoint assistant officers, to assist one or more of the designated officers in
discharging their duties. Titles of the assistant officers will be designated
by the Chief Executive Officer as he or she deems appropriate. The Chief
Executive Officer may also appoint other officers and may delegate the
authority to appoint officers to other officers of the Bank. The local or
regional boards or the local or regional chief executive officers or their
designees may appoint officers of SunTrust Bank. Each officer elected by the
Board and each officer appointed by the Chief Executive Officer or his or her
designee shall serve until the next annual meeting of the Board, or until he or
she earlier resigns, retires, dies or is removed from office. Any two or more
offices may be held by the same person.

SECTION 2. Chief Executive Officer. The Chief Executive Officer shall be the
most senior officer of the Bank and all other officers and agents of the Bank
shall be subject to his or her direction. He or she shall be accountable to the
Board of Directors for the fulfillment of his or her duties and
responsibilities and, in the performance and exercise of all such duties,
responsibilities and powers, he or she shall be subject to the supervision and
direction of, and any limitations imposed by, the Board of Directors. The Chief
Executive Officer shall be responsible for interpretation and implementation of
the policies of the Bank as determined and specified from time to time by the
Board of Directors, and shall be responsible for the general management and
direction of the business and affairs of the Bank. For the purpose of
fulfilling

32

his or her duties and responsibilities and subject to these Bylaws
and the direction of the Board, the Chief Executive Officer shall have plenary
authorities and powers, including general executive powers, the authority to
delegate and assign duties, responsibilities and authorities, and, in the name
of the Bank and on its behalf, the authority to negotiate and make any
agreements, waivers or commitments that do not require the express approval of
the Board.

SECT1ON 3. Chairman of the Board. The Chairman shall be a member of the Board
of Directors and shall be entitled to preside at all meetings of the Board.

SECTION 4. President. The President shall have such powers and perform such
duties as may be assigned by the Board of Directors, the Chairman of the Board
or the Chief Executive Officer.

SECTION 5. Vice Chairman. Any Vice Chairman elected shall have such duties and
authority as may be conferred upon him by the Board or delegated to him by the
Chief Executive Officer.

SECTION 6. Chief Financial Officer. The Chief Financial Officer shall have the
care, custody, control and handling of the funds and assets of the Bank, and
shall render a statement of the assets, liabilities and operations of the Bank
to the Board at its regular meetings.

SECTION 7. Treasurer. The Treasurer shall perform such duties as may be
assigned to him or her and shall report to the Chief Financial Officer or, in
the absence of the Chief Financial Officer, to the President.

SECTION 8. Corporate Secretary. Due notice of all meetings of the shareholder
and Directors shall be given by the Corporate Secretary or the person or
persons calling such meeting. The Corporate Secretary shall report the
proceedings of all meetings in a book of minutes and shall perform all the
duties pertaining to his or her office, including authentication of corporate
documents, and shall have custody of the Seal of the Bank. Each Assistant
Corporate Secretary appointed by the Chief Executive Officer or his or her
designee may perform all duties of the Corporate Secretary.

SECTION 9. Bank Officers. Each officer, employee and agent of the Bank shall
have the duties and authority conferred upon him or her by the Board of
Directors or delegated to him or her by the Chief Executive Officer, or his or
her designee.

SECTION 10. Removal of Officers. Any officer may be removed by the Board of
Directors with or without cause whenever, in its judgment, the best interests
of the Bank will be served thereby. In addition, an officer of the Bank shall
cease to be an officer upon ceasing to be an employee of the Bank or its
affiliates.

ARTICLE V
STOCK

SECTION 1. Stock Certificates. The shares of stock of the Bank shall be
represented by certificates in such form as may be approved by the Board of
Directors, which certificates shall be issued to the shareholder of the Bank
and shall be signed by the Chairman of the Board, or the President, together
with the Corporate Secretary or an Assistant Secretary of the Bank; and which
shall be sealed with the seal of the Bank. The described signatures on any
certificate may be a facsimile signature if the certificate is countersigned by
a transfer agent or registrar other

33

than the Bank itself or an employee of the Bank. No share certificates shall be
issued until consideration for the shares represented thereby has been fully
paid. If any officer who has signed or whose facsimile signature has been
placed upon a certificate ceases to be such officer before such certificate is
issued, it may be issued by the Bank with the same effect as if he or she was
such officer at the date of issue.

SECTION 2. Transfer of Stock. Shares of stock of the Bank shall be transferred
on the books of the Bank only upon surrender to the Bank of the certificate or
certificates representing the shares to be transferred, accompanied by an
assignment in writing of such shares, properly executed by the shareholder of
record or his or her duly authorized attorney-in-fact, and after payment of all
taxes due upon the transfer. The Bank may refuse any requested transfer until
furnished evidence satisfactory to it that such transfer is proper. Upon the
surrender of a certificate for transfer of stock, such certificate shall be
marked on its face "Canceled". The Board of Directors may make such additional
rules concerning the issuance, transfer and registration of stock and
requirements regarding the establishment of lost, destroyed or wrongfully taken
stock certificates (including any requirement of an indemnity bond prior to
issuance of any replacement certificate and provision for appointment of a
transfer agent and a registrar) as it deems appropriate.

SECTION 3. Registered Shareholder. The Bank may deem and treat the holder of
record of any stock as the absolute owner thereof for all purposes and shall
not be required to take any notice of any right or claim of right of any other
person.

SECTION 4. Record Date. For the purpose of determining the shareholder entitled
to notice of, or to vote at, any meeting of shareholder or any adjournment
thereof, or entitled to receive payment of any dividend, or in order to make a
determination of the shareholder for any other purpose, the Board of Directors
may fix, in advance, a date as the record date for determination of the
shareholder.

ARTICLE VI
DEPOSITORIES, SIGNATURES AND SEAL

SECTION 1. Depositories. All funds of the Bank shall be deposited in the name
of the Bank in such bank, banks, or other financial institutions as the Board
of Directors may from time to time designate and shall be drawn out on checks,
drafts or other orders signed on behalf of the Bank by such person or persons
as the Board, its Executive Committee or the Chief Executive Officer may, from
time to time, direct.

SECTION 2. Seal. The seal of the Bank shall be in such form as the Board of
Directors may, from time to time, direct. Unless otherwise directed by the
Board of Directors, the official seal of the Bank shall be as follows:

If the seal is affixed to a document, the signature of the Corporate Secretary
or his or her designee shall attest to the seal. The seal and its attestation
may be lithographed or otherwise printed on any document and shall have, to the
extent permitted by law, the same force and effect as if it has been affixed
and attested manually.

SECTION 3. Execution of Instruments. All bills, notes, checks, and other
instruments for the payment of money, all agreements, indentures, mortgages,
deeds, conveyances, transfers,

34

certificates, declarations, receipts, discharges, releases, satisfactions,
settlements, petitions, schedules, accounts, affidavits, bonds, undertakings,
proxies and other instruments or documents may be signed, executed,
acknowledged, verified, delivered, or accepted on behalf of the Bank by the
Chairman of the Board, the President, any Vice Chairman, Executive Vice
President, Senior Vice President or Vice President, the Secretary or the
Treasurer. Any such instrument may also be signed, executed, acknowledged,
verified, delivered or accepted on behalf of the Bank in such manner and by
such other officers, employees or agents of the Bank as the Board of Directors,
Executive Committee or Chief Executive Officer may, from time to time, direct.


ARTICLE VII
INDEMNIFICATION OF OFFICERS, DIRECTORS, AND EMPLOYEES

SECTION 1. Definitions. The following terms are defined, for purposes of this
Article, as:

(A) "Bank" includes any domestic or foreign predecessor entity of this Bank in
merger or other transaction in which the predecessor's existence ceased upon
consummation of the transaction.

(B) "Director" means an individual who is or was a director of the Bank or an
individual who, while a director of the Bank, is or was serving at the Bank's
request as director, officer, partner, trustee, employee, or agent of another
foreign or domestic corporation, partnership, joint venture, trust, employee
benefit plan, or other entity. A Director is considered to be serving an
employee benefit plan at the Bank's request if his or her duties to the Bank
also impose duties on, or otherwise involve services by, him or her to the plan
or to participants in or beneficiaries of the plan. Director includes, unless
the context requires otherwise, the estate or personal representative of a
Director.

(C) "Disinterested Director" means a Director who, at the time of a vote
referred to in Section 3(C) or a vote or selection referred to in Section 4(B),
4(C) or 7(A) is not: (I) a party to the proceedings; or (ii) an individual who
is a party to a proceeding having a familial, financial, professional, or
employment relationship with the Director whose indemnification or advance for
expenses is the subject of the decision being made with respect to the
proceeding, which relationship would, in the circumstances, reasonably be
expected to exert an influence on the Director's judgement when voting on the
decision being made.

(D) "Employee" means an individual who is or was an employee of the Bank or an
individual who, while an employee of the Bank, is or was serving at the Bank's
request as a director, officer, partner, trustee, employee, or agent of another
foreign or domestic corporation, partnership, joint venture, trust, employee
benefit plan, or other enterprise. An Employee is considered to be serving an
employee benefit plan at the Bank's request if his or her duties to the Bank
also imposes duties on, or otherwise involves services by, him or her to the
plan or to participants in or beneficiaries of the plan. Employee includes,
unless the context requires otherwise, the estate or personal representative of
an Employee.

(E) "Expenses" includes counsel fees.

(F) "Liability" means the obligation to pay a judgment, settlement, penalty,
fine (including an excise tax assessed with respect to an employee benefit
plan), or reasonable expenses incurred with respect to a proceeding.

35

(G) "Officer" means an individual who is or was an officer of the Bank,
including an assistant officer, or an individual who, while an officer of the
Bank, is or was serving at the Bank's request as a director, officer, partner,
trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan, or other entity. An
Officer is considered to be serving an employee benefit plan at the Bank's
request if his or her duties to the Bank also impose duties on, or otherwise
involve services by, him or her to the plan or to participants in or
beneficiaries of the plan. Officer includes, unless the context requires
otherwise, the estate or personal representative of an Officer.

(H) "Official Capacity" means: (i) when used with respect to a director, the
office of a director in a corporation; and (ii) when used with respect to an
officer, the office in a corporation held by the officer. Official Capacity
does not include service for any other domestic or foreign corporation or any
partnership, joint venture, trust, employee benefit plan, or other entity.

(I) "Party" means an individual who was, is, or is threatened to be made, a
named defendant or respondent in a proceeding.

(J) "Proceeding" means any threatened, pending or completed action, suit, or
proceeding, whether civil, criminal, administrative, arbitrative or
investigative and whether formal or informal.

Section 2. Basic Indemnification Arrangement. (A) Except as provided in
subsections 2(D) and 2(E) below and, if required by Section 4 below, upon a
determination pursuant to Section 4 in the specific case that such
indemnification is permissible in the circumstances under this subsection
because the individual has met the standard of conduct set forth in this
subsection (A), the Bank shall indemnify an individual who is made a party to a
proceeding because he or she is or was a Director or Officer against liability
incurred by him or her in the proceeding if he or she conducted himself or
herself in good faith and, in the case of conduct in his or her official
capacity, he or she reasonably believed such conduct was in the best interest
of the Bank, or in all other cases, he or she reasonably believed such conduct
was at least not opposed to the best interests of the Bank and, in the case of
any criminal proceeding, he or she had no reasonable cause to believe the
conduct was unlawful.

(B) A person's conduct with respect to an employee benefit plan for a purpose
he or she believes in good faith to be in the interests of the participants in
and beneficiaries of the plan is conduct that satisfies the requirement of
subsection 2(A) above.

(C) The termination of a proceeding by judgment, order, settlement or
conviction, or upon a plea of nolo contendere or its equivalent, is not, of
itself, determinative that the proposed indemnitee did not meet the standard of
conduct set forth in subsection 2(A) above.

(D) The Bank shall not indemnify a person under this Article (i) in connection
with a proceeding by or in the right of the Bank, except for reasonable
expenses incurred in connection with the proceeding if it is determined that
such person has met the relevant standard of conduct under this section, or
(ii) with respect to conduct for which such person was adjudged liable on the
basis that personal benefit was improperly received by him or her, whether or
not involving action in his official capacity.

36

SECTION 3. Advances for Expenses. (A) The Bank may advance funds to pay for or
reimburse the reasonable expenses incurred by a Director or Officer who is a
party to a proceeding because he or she is a Director or Officer in advance of
final disposition of the proceeding if (i) such person furnishes the Bank a
written affirmation of his or her good faith belief that he or she has met the
relevant standard of conduct set forth in subsection 2(A) above or that the
proceeding involves conduct for which liability has been eliminated under the
Bank's Articles of Incorporation; and (ii) such person furnishes the Bank a
written undertaking meeting the qualifications set forth below in subsection
3(B), executed personally or on his or her behalf, to repay any funds advanced
if it is ultimately determined that he or she is not entitled to any
indemnification under this Article or otherwise.

(B) The undertaking required by subsection 3(A)(ii) above must be an unlimited
general obligation of the Director or Officer but need not be secured and shall
be accepted without reference to financial ability to make repayment.

(C) Authorizations under this Section shall be made: (i) by the Board of
Directors (a) when there are two or more Disinterested Directors, by a majority
vote of all Disinterested Directors (a majority of whom shall for such purpose
constitute a quorum) or by a majority of the members of a committee of two or
more Disinterested Directors appointed by such a vote; or (b) when there are
fewer than two Disinterested Directors, by a majority of the Directors present
in a meeting in which Directors who do not qualify as Disinterested Directors
may participate; or (ii) by the shareholder.

SECTION 4. Authorization of and Determination of Entitlement to
Indemnification.

(A) The Bank shall not indemnify a Director or Officer under Section 2 above
unless authorized thereunder and a determination has been made for a specific
proceeding that indemnification of such person is permissible in the
circumstances because he or she has met the relevant standard of conduct set
forth in subsection 2(A) above; provided, however, that regardless of the
result or absence of any such determination, to the extent that a Director or
Officer has been wholly successful, on the merits or otherwise, in the defense
of any proceeding to which he or she was a party because he or she is or was a
Director or Officer, the Bank shall indemnify such person against reasonable
expenses incurred by him or her in connection therewith.

(B) The determination referred to in subsection 4(A) above shall be made (i) if
there are two or more Disinterested Directors, by a majority vote of all the
Disinterested Directors (a majority of whom shall for such purpose constitute a
quorum) or by a majority of the members of a committee of two or more
Disinterested Directors appointed by such a vote; (ii) by special legal counsel
(1) selected by the Board of Directors or its committee in the manner
prescribed in subdivision (i), or (2) if there are fewer than two Disinterested
Directors, selected by the Board of Directors (in which selection Directors who
do not qualify as Disinterested Directors may participate); or (iii) by the
shareholder; but shares owned by or voted under the control of a Director who
at the time does not qualify as a Disinterested Director may not be voted on
the determination.

(C) Authorization of indemnification or an obligation to indemnify, and
evaluation as to reasonableness of expenses of a Director or Officer in the
specific case shall be made in the same manner as the determination that
indemnification is permissible, as described in subsection 4(B)

37

above, except that if there are fewer than two Disinterested Directors or if
the determination is made by special legal counsel, authorization of
indemnification and evaluation as to reasonableness of expenses shall be made
by those entitled under subsection 4(B)(ii)(2) above to select counsel.

(D) The Board of Directors, a committee thereof, or special legal counsel
acting pursuant to subsection (B) above or Section 5 below, shall act
expeditiously upon an application for indemnification or advances, and
cooperate in the procedural steps required to obtain a judicial determination
under Section 5 below.

(E) The Bank may, by a provision in its Articles of Incorporation or Bylaws or
in a resolution adopted or a contract approved by its Board of Directors or
shareholder, obligate itself in advance of the act or omission giving rise to a
proceeding to provide indemnification or advance funds to pay for or reimburse
expenses consistent with this part. Any such obligatory provision shall be
deemed to satisfy the requirements referred to in Section 3(C) or Section 4(C).

SECTION 5. Court-Ordered Indemnification and Advances for Expenses. A Director
or Officer who is a party to a proceeding because he or she is a Director or
Officer may apply for indemnification or advances for expenses to the court
conducting the proceeding or to another court of competent jurisdiction. After
receipt of an application and after giving any notice it considers necessary,
the court shall order indemnification or advances for expenses if it determines
that: (i) the Director is entitled to indemnification under this part; or (ii)
in view of all the relevant circumstances, it is fair and reasonable to
indemnify the Director or Officer or to advance expenses to the Director or
Officer, even if the Director or Officer has not met the relevant standard of
conduct set forth in subsection 2(A) above, failed to comply with Section 3, or
was adjudged liable in a proceeding referred to in subsections (i) or (ii) of
Section 2(D), but if the Director or Officer was adjudged so liable, the
indemnification shall be limited to reasonable expenses incurred in connection
with the proceeding, unless the Articles of Incorporation of the Bank or a
Bylaw, contract or resolution approved or ratified by the shareholder pursuant
to Section 7 below provides otherwise.

If the court determines that the Director or Officer is entitled to
indemnification or an advance for expenses, it may also order the Bank to pay
the Director's or Officer's reasonable expenses to obtain court-ordered
indemnification or advance for expenses.

SECTION 6. Indemnification of Officers and Employees. (A) Unless the Bank's
Articles of Incorporation provide otherwise, the Bank shall indemnify and
advance expenses under this Article to an employee of the Bank who is not a
Director or Officer to the same extent, consistent with public policy, as to a
Director or Officer.

(B) The Bank may indemnify and advance expenses under this Article to an
officer of the Bank who is a party to a proceeding because he or she is an
Officer of the Bank: (i) to the same extent as a Director; and (ii) if he is
not a Director, to such further extent as may be provided by the Articles of
Incorporation, the Bylaws, a resolution of the Board of Directors, or contract
except for liability arising out of conduct that is enumerated in subsections
(A)(i) through (A)(iv) of Section 7. The provisions of this Section shall also
apply to an Officer who is also a Director if the sole basis on which he or she
is made a party to the proceeding is an act or omission solely as an Officer.

38

SECTION 7. Shareholder Approved Indemnification. (A) If authorized by the
Articles of Incorporation or a Bylaw, contract or resolution approved or
ratified by shareholder of the Bank, the Bank may indemnify or obligate itself
to indemnify a person made a party to a proceeding, including a proceeding
brought by or in the right of the Bank, without regard to the limitations in
other sections of this Article, but shares owned or voted under the control of
a Director who at the time does not qualify as a Disinterested Director with
respect to any existing or threatened proceeding that would be covered by the
authorization may not be voted on the authorization. The Bank shall not
indemnify a person under this Section 7 for any liability incurred in a
proceeding in which the person is adjudged liable to the Bank or is subjected
to injunctive relief in favor of the Bank: (i) for any appropriation, in
violation of his duties, of any business opportunity of the Bank; (ii) for acts
or omissions which involve intentional misconduct or a knowing violation of
law; (iii) for the types of liability set forth in Section 14-2-832 of the
Georgia Business Corporation Code; or (iv) for any transaction from which he or
she received an improper personal benefit.

(B) Where approved or authorized in the manner described in subsection 7(A)
above, the Bank may advance or reimburse expenses incurred in advance of final
disposition of the proceeding only if: (i) the proposed indemnitee furnishes
the Bank a written affirmation of his good faith belief that his or her conduct
does not constitute behavior of the kind described in subsection 7(A)(i)-(iv)
above; and (ii) the proposed indemnitee furnishes the Bank a written
undertaking, executed personally, or on his or her behalf, to repay any
advances if it is ultimately determined that he or she is not entitled to
indemnification.

SECTION 8. Liability Insurance. The Bank may purchase and maintain insurance on
behalf of an individual who is a Director, Officer, Employee, or agent of the
Bank or who, while a director, officer, employee, or agent of the Bank, is or
was serving at the request of the Bank as a director, officer, partner,
trustee, employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan, or other entity
against liability asserted against or incurred by him in that capacity or
arising from his status as a director, officer, employee, or agent, whether or
not the Bank would have power to indemnify him against the same liability under
Section 2 or Section 3 above.

SECTION 9. Witness Fees. Nothing in this Article shall limit the Bank's power
to pay or reimburse expenses incurred by a person in connection with his
appearance as a witness in a proceeding at a time when he is not a party.

SECTION 10. Report to Shareholders. If the Bank indemnifies or advances
expenses to a Director in connection with a proceeding by or in the right of
the Bank, the Bank shall report the indemnification or advance, in writing, to
the shareholder.

SECTION 11. Severability. In the event that any of the provisions of this
Article (including any provision within a single section, subsection, division
or sentence) is held by a court of competent jurisdiction to be invalid, void
or otherwise unenforceable, the remaining provisions of this Article shall
remain enforceable to the fullest extent permitted by law.

SECTION 12. Indemnification Not Exclusive. The rights of indemnification
provided in this Article VII shall be in addition to any rights which any such
Director, Officer, Employee or other person may otherwise be entitled by
contract or as a matter of law.

39


ARTICLE VIII
AMENDMENTS OF BYLAWS

SECTION 1. Amendments. The Board of Directors shall have the power to alter,
amend or repeal the Bylaws or adopt new Bylaws, but any Bylaws adopted by the
Board of Directors may be altered, amended or repealed and new Bylaws adopted
by the shareholder. Action by the Directors with respect to the Bylaws shall be
taken by an affirmative vote of a majority of all of the Directors then elected
and serving, unless a greater vote is required by law, the Articles of
Incorporation or these Bylaws.


ARTICLE IX
EMERGENCY TRANSFER OF RESPONSIBILITY

SECTION 1. Emergency Defined. In the event of a national emergency threatening
national security or a major disaster declared by the President of the United
States or the person performing his functions, which directly or severely
affects the operations of the Bank, the officers and employees of the Bank will
continue to conduct the affairs of the Bank under such guidance from the
Directors as may be available except as to matters which by law or regulation
require specific approval of the Board of Directors and subject to conformance
with any applicable laws, regulations, and governmental directives during the
emergency.

SECTION 2. Officers Pro Tempore. The Board of Directors shall have the power,
in the absence or disability of any officer, or upon the refusal of any officer
to act as a result of said national emergency directly and severely affecting
the operations of the Bank, to delegate and prescribe such officer's powers and
duties to any other officer, or to any Director.

In the event of a national emergency or state of disaster of sufficient
severity to prevent the conduct and management of the affairs and business of
the Bank by its Directors and officers as contemplated by the Bylaws, any two
or more available members or alternate members of the then incumbent Executive
Committee shall constitute a quorum of such Committee for the full conduct and
management of the Bank in accordance with the provisions of Articles II and III
of the Bylaws. If two members or alternate members of the Executive Committee
cannot be expeditiously located, then three available Directors shall
constitute the Executive Committee for the full conduct and management of the
affairs and business of the Bank until the then remaining Board can be
convened. These provisions shall be subject to implementation by resolutions of
the Board of Directors passed from time to time, and any provisions of the
Bylaws (other than this Section) and any resolutions which are contrary to the
provisions of this Section or the provisions of any such implementary
resolutions shall be suspended until it shall be determined by any such interim
Executive Committee acting under this Section that it shall be to the advantage
of this Corporation to resume the conduct and management of its affairs and
business under all of the other provisions of these Bylaws.

SECTION 3. Officer Succession. If, in the event of a national emergency or
disaster which directly and severely affects the operations of the Bank, the
Chief Executive Officer cannot be located expeditiously or is unable to assume
or to continue normal duties, then the authority and duties of the office shall
be automatically assumed, without Board of Directors action, in order of title,
and subject only to willingness and ability to serve, by the Chairman of the
Board, President, Vice Chairman, Executive Vice President, Senior Vice
President, Vice President,

40

Corporate Secretary or their successors in office at the time of the emergency
or disaster. Where two or more officers hold equivalent titles and are willing
and able to serve, seniority in title controls initial appointment. If, in the
same manner, the Corporate Secretary or Treasurer cannot be located or is
unable to assume or continue normal duties, the responsibilities attached
thereto shall, in like manner as described immediately above, be assumed by any
Executive Vice President, Senior Vice President, or Vice President. Any officer
assuming authority and position hereunder shall continue to serve until the
earlier of his resignation or the elected officer or a more senior officer
shall become available to perform the duties of the position of Chief Executive
Officer, Corporate Secretary, or Treasurer.

SECTION 4. Certification of Authority. In the event of a national emergency or
disaster that directly and severely affects the operations of the Bank, anyone
dealing with the Bank shall accept a certification by the Corporate Secretary
or any three officers that a specified individual is acting as Chairman of the
Board, Chief Executive Officer, President, Corporate Secretary, or Treasurer,
in accordance with these Bylaws; and that anyone accepting such certification
shall continue to consider it in force until notified in writing of a change,
such notice of change to carry the signature of the Corporate Secretary or
three officers of the Bank.

SECTION 5. Alternative Locations. In the event of a national emergency or
disaster which destroys, demolishes, or renders the Bank's offices or
facilities unserviceable, or which causes, or in the judgment of the Board of
Directors or the Executive Committee probably will cause, the occupancy or use
thereof to be a clear and imminent hazard to personal safety, the Bank shall
temporarily lease or acquire sufficient facilities to carry on its business as
may be designated by the Board of Directors. Any temporarily relocated place of
business of this Bank shall be returned to its legally authorized location as
soon as practicable and such temporary place of business shall then be
discontinued.

SECTION 6. Amendments to Article IX. At any meeting called in accordance with
Section 2 of this Article IX, the Board of Directors or Executive Committee, as
the case may be, may modify, amend or add to the provisions of this Article IX
so as to make any provision that may be practical or necessary for the
circumstances of the emergency.



41



EXHIBIT 5 TO FORM T-1


(INTENTIONALLY OMITTED. NOT APPLICABLE.)




42


EXHIBIT 6 TO FORM T-1

CONSENT OF TRUSTEE


Pursuant to the requirements of Section 321(b) of the Trust Indenture Act
of 1939, in connection with the proposed issuance on a delayed basis of up to
$2,000,000,000 of debt securities of Pitney Bowes Inc., SunTrust Bank hereby
consents that reports of examinations by Federal, State, Territorial or
District Authorities may be furnished by such authorities to the Securities and
Exchange Commission upon request therefor.


SUNTRUST BANK


By: /s/ Jack Ellerin
--------------------------------------
Jack Ellerin
Assistant Vice President




43



EXHIBIT 7 TO FORM T-1

REPORT OF CONDITION
(ATTACHED)



44

===============================================================================
| | |
|SunTrust Bank |FFIEC 031 |
|303 PEACHTREE STREET, NORTHEAST |Consolidated Report of Condition |
|ATLANTA , GA 30308 |for June 30, 2001 |
|Certificate Number: 867 | |
===============================================================================

Consolidated Report of Condition for Insured Commercial and State-Chartered
Savings Banks for June 30, 2001

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.

Schedule RC--Balance Sheet

<TABLE>
Dollar
Amounts in
Thousands
ASSETS
<S> <C> <C>

1.Cash and balances due from depository institutions (from Schedule RC-A)
a.Noninterest-bearing balances and currency and coin1 RCFD 0081 4,029,295
b.Interest-bearing balances2 RCFD 0071 108,872
2.Securities:
a.Held-to-maturity securities (from Schedule RC-B, column A) RCFD 1754 0
b.Available-for-sale securities (from Schedule RC-B, column D) RCFD 1773 15,927,784
3.Federal funds sold and securities purchased under agreements to resell RCFD 1350 2,428,869
4.Loans and lease financing receivables (from Schedule RC-C):
a.Loans and leases held for sale RCFD 5369 3,126,942
b.Loans and leases, net of unearned income RCFD B528 68,709,512
c.LESS: Allowance for loan and lease losses RCFD 3123 848,294
d.Loans and leases, net of unearned income and allowance
(item 4.b minus 4.c) RCFD B529 67,861,218
5.Trading assets (from Schedule RC-D) RCFD 3545 484,294
6.Premises and fixed assets (including capitalized leases) RCFD 2145 1,298,098
7.Other real estate owned (from Schedule RC-M) RCFD 2150 31,250
8.Investments in unconsolidated subsidiaries and associated companies (from
Schedule RC-M) RCFD 2130 0
9.Customers' liability to this bank on acceptances outstanding RCFD 2155 89,475
10.Intangible assets:
a.Goodwill RCFD 3163 241,499
b.Other intangible assets (from Schedule RC-M) RCFD 0426 379,965
11.Other assets (from Schedule RC-F) RCFD 2160 2,086,020
12.Total assets (sum of items 1 through 11) RCFD 2170 98,093,581

45

LIABILITIES
13.Deposits:
a.In domestic offices (sum of totals of columns A and C from
Schedule RC-E, part I) RCON 2200 60,291,519
(1)Noninterest-bearing3 RCON 6631 8,743,385
(2)Interest-bearing RCON 6636 51,548,134
b.In foreign offices, Edge and Agreement subsidiaries, and IBFs (from
Schedule RC-E, part II) RCFN2200 3,658,760
(1)Noninterest-bearing RCFN6631 0
(2)Interest-bearing RCFN6636 3,658,760
14.Federal funds purchased and securities sold under agreements to repurchase RCFD 2800 12,161,227
15.Trading liabilities (from Schedule RC-D) RCFD 3548 0
16.Other borrowed money (includes mortgage indebtedness and obligations under
capitalized leases) (from Schedule RC-M) RCFD 3190 9,411,416
17.Not applicable
18.Bank's liability on acceptances executed and outstanding RCFD 2920 89,475
19.Subordinated notes and debentures4 RCFD 3200 1,493,103
20.Other liabilities (from Schedule RC-G) RCFD 2930 2,403,914
21.Total liabilities (sum of items 13 through 20) RCFD 2948 89,509,414
22.Minority interest in consolidated subsidiaries RCFD 3000 166,493
EQUITY CAPITAL
23.Perpetual preferred stock and related surplus RCFD 3838 0
24.Common stock RCFD 3230 21,600
25.Surplus (exclude all surplus related to preferred stock) RCFD 3839 2,516,538
26.a. Retained earnings RCFD 3632 4,919,946
b. Accumulated other comprehensive income5 RCFD B530 959,590
27.Other equity capital components6 RCFD A130 0
28.Total equity capital (sum of items 23 through 27) RCFD 3210 8,417,674
29.Total liabilities, minority interest, and equity capital (sum of items 21, 22,
and 28) RCFD 3300 98,093,581



Memorandum
To be reported with the March Report of Condition.
1.Indicate in the box at the right the number of the statement below that
best describes the most comprehensive level of auditing work performed
for the bank
by independent external auditors as of any date during 2000 RCFD 6724 Number
N/A


1 = Independent audit of the bank conducted in 4 = Directors' examination of the bank conducted in
accordance with generally accepted auditing accordance with generally accepted auditing
standards by a certified public accounting firm standards by a certified public accounting firm (may
which submits a report on the bank be required by

46

state chartering authority)
2 = Independent audit of the bank's parent holding 5 = Directors' examination of the bank performed by
company conducted in accordance with generally other external auditors (may be required by state
accepted auditing standards by a certified public chartering authority)
accounting firm which submits a report on the 6 = Review of the bank's financial statements by
consolidated holding company (but not on the bank external auditors
separately) 7 = Compilation of the bank's financial statements by
external auditors
3= Attestation on bank management's assertion on the 8 = Other audit
procedures (excluding tax preparation effectiveness 9 = No external audit work
of the bank's internal control over work) financial
reporting by a certified public accounting firm
<FN>
---------
1Includes cash items in process of collection and unposted debits.
2Includes time certificates of deposit not held for trading.
3Includes total demand deposits and noninterest-bearing time and savings deposits.
4Includes limited-life preferred stock and related surplus.
5Includes net unrealized holding gains (losses) on available-for-sale
securities, accumulated net gains (losses) on cash flow hedges, cumulative
foreign currency translation adjustments, and minimum pension liability
adjustments.
6Includes treasury stock and unearned Employee Stock Ownership Plan shares.
</FN>
</TABLE>




47



EXHIBIT 8 TO FORM T-1

(INTENTIONALLY OMITTED. NOT APPLICABLE.)





48


EXHIBIT 9 TO FORM T-1

(INTENTIONALLY OMITTED. NOT APPLICABLE.)








49