Registration Statement No. 33-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SUNTRUST BANKS, INC.
(Exact name of registrant as specified in its charter)
Georgia 58-1575035
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
25 Park Place, N.E.
Atlanta, Georgia 30303
(Address of Principal Executive Offices)
SunTrust Banks, Inc.
1995 Executive Stock Plan
(Full Title of the Plan)
Raymond D. Fortin
Senior Vice President
SunTrust Banks, Inc.
25 Park Place, N.E.
Atlanta, Georgia 30303
(Name and address of Agent for Service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to to be Price Offering Registration
be Registered Registered Per Share(1) Price(1) Fee
- ---------------------- ------------ ------------- ------------- ------------
Common Stock, $1.00
par value per share... 5,000,000 $53.8125 $269,062,500 $92,780.17
- ---------------------- ------------ ------------- ------------- ------------
(1) Determined pursuant to Rule 457(c) and (h)(l) based on the average of the
high and low prices of the registrant's common stock on April 19, 1995,
as reported on the New York Stock Exchange.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by SunTrust Banks, Inc. (the "Company") with
the Securities and Exchange Commission (the "Commission") are incorporated
herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1994, filed on February 22, 1995 pursuant to Section
13 of the Securities Exchange Act of 1934 (the "Exchange Act").
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year referred to in
(a) above.
(c) The description of the Company's Common Stock, par value $1.00
per share, contained on pages 2 to 9 in Amendment No. 1, dated
August 4, 1987, to its Registration of Common Stock on Form 8-B,
dated June 10, 1985, filed under Section 12(b) of the Exchange Act,
including any amendments or reports filed for the purpose of
updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from
the date of the filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the securities offered hereby has been passed upon by
Raymond D. Fortin, Esq., Senior Vice President of SunTrust, who owns 1,900
shares of Common Stock directly, and approximately 5,900 shares of Common
Stock under various Company plans.
Item 6. Indemnification of Officers and Directors.
Part 5 of Article 8 of the Georgia Business Corporation Code states:
14-2-850. Part Definitions.
As used in this part, the term:
(1) "Corporation" includes any domestic or foreign predecessor entity of a
corporation in a merger or other transaction in which the predecessor's
existence ceased upon consummation of the transaction.
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(2) "Director" means an individual who is or was a director of a corporation
or an individual who, while a director of a corporation, is or was
serving at the corporation'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. A director is considered to be serving an employee benefit
plan at the corporation's request if his duties to the corporation also
impose duties on, or otherwise involve services by, him 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.
(3) "Expenses" include attorney's fees.
(4) "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.
(5) "Party" includes an individual who was, is, or is threatened to be made
a named defendant or respondent in a proceeding.
(6) "Proceeding" means any threatened, pending, or completed action, suit,
or proceeding, whether civil, criminal, administrative, or investigative
and whether formal or informal.
14-2-851. Authority to indemnify.
(a) Except as provided in subsections (d) and (e) of this Code
section, a corporation may indemnify or obligate itself to indemnify an
individual made a party to a proceeding because he is or was a director
against liability incurred in the proceeding if he acted in a manner he
believed in good faith to be in or not opposed to the best interests of
the corporation and, in the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful.
(b) A director's conduct with respect to an employee benefit plan
for a purpose he believed 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 (a) of this Code section.
(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 director did not meet the
standard of conduct set forth in subsection (a) of this Code section.
(d) A corporation may not indemnify a director under this Code
section:
(1) In connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the
corporation; or
(2) In connection with any other proceeding in which he was
adjudged liable on the basis that personal benefit was improperly
received by him.
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(e) Indemnification permitted under this Code section in connection
with a proceeding by or in the right of the corporation is limited to
reasonable expenses incurred in connection with the proceeding.
14-2-852. Mandatory indemnification.
Unless limited by its articles of incorporation, to the extent that a
director has been successful, on the merits or otherwise, in the defense of
any proceeding to which he was a party, or in defense of any claim, issue, or
matter therein, because he is or was a director of the corporation, the
corporation shall indemnify the director against reasonable expenses incurred
by him in connection therewith.
14-2-853. Advance for expenses.
(a) A corporation may pay for or reimburse the reasonable expenses
incurred by a director who is a party to a proceeding in advance of
final disposition of the proceeding if:
(1) The director furnishes the corporation a written affirmation of
his good faith belief that he has met the standard of conduct set
forth in subsection (a) of Code Section 14-2-851; and
(2) The director furnishes the corporation a written undertaking,
executed personally or on his behalf, to repay any advances if it is
ultimately determined that he is not entitled to indemnification
under this part.
(b) The undertaking required by paragraph (2) of subsection (a) of
this Code section must be an unlimited general obligation of the
director but need not be secured and may be accepted without reference
to financial ability to make repayment.
14-2-854. Court-ordered indemnification and advances for expenses.
Unless a corporation's articles of incorporation provide otherwise, a
director of the corporation who is a party to a proceeding may apply for
indemnification or advances for expenses to the court conducting the
proceeding or to another court of competent jurisdiction. On receipt of an
application, the court after giving any notice the court considers necessary
may order indemnification or advances for expenses if it determines:
(1) The director is entitled to mandatory indemnification under Code
Section 14-2-852, in which case the court shall also order the
corporation to pay the director's reasonable expenses incurred to obtain
court ordered indemnification;
(2) The director is fairly and reasonably entitled to indemnification
in view of all the relevant circumstances, whether or not he met the
standard of conduct set forth in subsection (a) of Code Section 14-2-851
or was adjudged liable as described in subsection (d) of Code Section
14-2-851, but if he was adjudged so liable his indemnification is
limited to reasonable expenses incurred unless the articles of
incorporation or a by-law, contract, or resolution approved or ratified
by the shareholders pursuant to Code Section 14-2-856 provides
otherwise; or
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(3) In the case of advances for expenses, the director is entitled,
pursuant to the articles of incorporation, bylaws, or any applicable
resolution or agreement, to payment or reimbursement of his reasonable
expenses incurred as a party to a proceeding in advance of final
disposition of the proceeding.
14-2-855. Determination and authorization of indemnification.
(a) A corporation may not indemnify a director under Code Section
14-2-851 unless authorized thereunder and a determination has been made
in the specific case that indemnification of the director is permissible
in the circumstances because he has met the standard of conduct set
forth in subsection (a) of Code Section 14-2-851.
(b) The determination shall be made:
(1) By the board of directors by majority vote of a quorum
consisting of directors not at the time parties to the proceeding;
(2) If a quorum cannot be obtained under paragraph (1) of this
subsection, by majority vote of a committee duly designated by the
board of directors (in which designation directors who are parties
may participate), consisting solely of two or more directors not
at the time parties to the proceeding;
(3) By special legal counsel:
(A) Selected by the board of directors or its committee in
the manner prescribed in paragraph (1) or (2) of this
subsection; or
(B) If a quorum of the board of directors cannot be obtained
under paragraph (1) of this subsection and a committee cannot
be designated under paragraph (2) of this subsection, selected
by majority vote of the full board of directors (in which
selection directors who are parties may participate); or
(4) By the shareholders, but shares owned by or voted under the
control of directors who are at the time parties to the proceeding
may not be voted on the determination.
(c) Authorization of indemnification or an obligation to indemnify
and evaluation as to reasonableness of expenses shall be made in the
same manner as the determination that indemnification is permissible,
except that 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 paragraph (3) of
subsection (b) of this Code section to select counsel.
14-2-856. Shareholder approved indemnification.
(a) If authorized by the articles of incorporation or a bylaw,
contract, or resolution approved or ratified by the shareholders by a
majority of the votes entitled to be cast, a corporation may indemnify
or obligate itself to indemnify a director made a party to a proceeding
including a proceeding brought by or in the right of the corporation,
without regard to the limitations in other Code sections of this part.
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(b) The corporation shall not indemnify a director under this Code
section for any liability incurred in a proceeding in which the director
is adjudged liable to the corporation or is subjected to injunctive
relief in favor of the corporation:
(1) For any appropriation, in violation of his duties, of any
business opportunity of the corporation;
(2) For acts or omissions which involve intentional misconduct or
a knowing violation of law;
(3) For the types of liability set forth in Code Section
14-2-832; or
(4) For any transaction from which he received an improper
personal benefit.
(c) Where approved or authorized in the manner described in subsection
(a) of this Code section, a corporation may advance or reimburse
expenses incurred in advance of final disposition of the proceeding only
if:
(1) the director furnishes the corporation a written affirmation
of his good faith belief that his conduct does not constitute
behavior of the kind described in subsection (b) of this Code
section; and
(2) The director furnishes the corporation a written undertaking,
executed personally or on his behalf, to repay any advances if it
is ultimately determined that he is not entitled to
indemnification under this Code section.
14-2-857. Indemnification of officers, employees, and agents.
Unless a corporation's articles of incorporation provide otherwise:
(1) An officer of the corporation who is not a director is entitled to
mandatory indemnification under Code Section 14-2-852 and is entitled to
apply for court ordered indemnification under Code Section 14-2-854, in
each case to the same extent as a director; and
(2) A corporation may also indemnify and advance expenses to an
officer, employee, or agent who is not a director to the extent,
consistent with public policy, that may be provided by its articles of
incorporation, bylaws, general or specific action of its board of
directors, or contract.
14-2-858. Insurance.
A corporation may purchase and maintain insurance on behalf of an
individual who is or was a director, officer, employee, or agent of the
corporation or who, while a director, officer, employee, or agent of the
corporation, is or was serving at the request of the corporation 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 against liability asserted against or incurred by
him in that capacity or arising from his status as a director, officer,
<PAGE>
employee, or agent, whether or not the corporation would have power to
indemnify him against the same liability under Code Section 14-2-851 or Code
Section 14-2-852.
14-2-859. Application of Part.
(a) A provision treating a corporation's indemnification of or
advance for expenses to directors that is contained in its articles of
incorporation, bylaws, a resolution of its shareholders or board of
directors, or in a contract or otherwise, is valid only if and to the
extent the provision is consistent with this part. If articles of
incorporation limit indemnification or advance for expenses,
indemnification and advance for expenses are valid only to the extent
consistent with the articles.
(b) This part does not limit a corporation's power to pay or
reimburse expenses incurred by a director in connection with his
appearance as a witness in a proceeding at a time when he has not been
made a named defendant or respondent to the proceeding.
Articles of Incorporation Authority
Article 14 of SunTrust's Articles of Incorporation provides:
In addition to any powers provided by law, in the Bylaws, or otherwise,
the Corporation shall have the power to indemnify any person who becomes a
party or who is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (including any action by or in the right of the
Corporation), by reason of the fact that he is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of
the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise.
Bylaw Authority
Article VII of SunTrust's Bylaws provides:
Section 1. Indemnified Parties; Reliance. Every person (and the heirs
and personal representatives of such person) who is or was a director,
officer or employee of the Corporation, or of any other entity in which he
served as such at the request of the Corporation, may be indemnified by the
Corporation in accordance with the provisions of this Article VII against any
and all liability and reasonable expense (including, without limitation,
counsel fees and disbursements, and amounts of judgments, fines or penalties
against, or amounts paid in settlement by, a director, officer or employee)
that may be incurred by him in connection with or resulting from any claim,
action, suit or proceeding, whether civil, criminal, administrative or
investigative, or in connection with any appeal relating thereto, in which he
may become involved, as a party or otherwise, or with which he may be
threatened, by reason of his being or having been a director, officer or
employee of the Corporation or such other entity or by reason of any action
taken or omitted by him in his capacity as such director, officer or
employee, whether or not he continues to be such at the time such liability
or expense shall have been incurred. Each person who shall act as a
director, officer or employee of the Corporation or of any other entity
<PAGE>
referred to in this Section shall be deemed to be doing so in reliance upon
the right of indemnification provided for in this Article VII.
Section 2. Indemnification As of Right. Every person (and the heirs
and personal representatives of such person) referred to in Section 1 of this
Article VII who has been wholly successful on the merits with respect to any
claim, action, suit or proceeding of the character described in Section 1,
shall be entitled to indemnification as of right.
Section 3. Indemnification Based on Review. Except as provided in
Section 2 of this Article VII, any indemnification under this Article VII
shall be made:
(A) In the case of a claim, action, suit or proceeding other than by
or in the right of the Corporation to procure a judgment in its favor,
only if the Board of Directors or the Executive Committee of such Board,
acting by a quorum consisting of directors who are not parties to such
claim, action, suit or proceeding, shall find, or independent legal
counsel (who may be the regular counsel of the Corporation) shall render
an opinion, or the shareholders by the affirmative vote of a majority of
the shares entitled to vote thereon shall determine, that the director,
officer or employee acted in good faith in what he reasonably believed
to be the best interests of the Corporation or such other entity, as the
case may be, and, in addition, in any criminal action or proceeding, had
no reasonable cause to believe that his conduct was unlawful; and
(B) In the case of a claim, action, suit or proceeding by or in the
right of the Corporation to procure a judgment in its favor, only if the
Board of Directors or the Executive Committee of such Board, acting by a
quorum consisting of directors who are not parties to such claim,
action, suit or proceeding, shall find, or independent legal counsel
(who may be the regular legal counsel of the Corporation) shall render
an opinion, or the shareholders by the affirmative vote of the majority
of the shares entitled to vote thereon shall determine, that the
director, officer or employee acted in good faith in what he reasonably
believed to be the best interests of the Corporation or such other
entity, as the case may be; provided, however, that no indemnification
under this Subsection (B) shall be made with regard to (1) any claim,
issue or matter as to which such director, officer or employee shall
have been adjudged to be liable to the Corporation unless and only to
the extent that the court in which such action or suit was brought shall
determine that, despite the adjudication of liability but in view of all
the circumstances of the case, such director, officer or employee is
fairly and reasonably entitled to indemnity for such expenses which the
court shall deem proper, or (2) amounts paid, or expenses incurred, in
connection with the settlement of any such claim, action, suit or
proceeding, without the approval of a court of competent jurisdiction.
For the purpose of Subsection (A) only, the termination of any claim, action,
suit or proceeding, civil, criminal, administrative, or investigative, by
judgment, settlement (either with or without court approval) or conviction,
upon a plea of guilty or of nolo contendere or its equivalent, shall not
create a presumption that a director, officer or employee did not meet the
standards of conduct set forth in such Subsection.
<PAGE>
Section 4. Advances. Expenses incurred with respect to any claim,
action, suit or proceeding of the character described in this Article VII may
be advanced by the Corporation prior to the final disposition thereof upon
receipt of any undertaking by or on behalf of the recipient to repay such
amount unless it shall be ultimately determined that he is entitled to
indemnification under this Article VII.
Section 5. Indemnification Not Exclusive. The rights of
indemnification provided in this Article VII shall be in addition to any
rights to which any such director, officer, employee or other person may
otherwise be entitled by contract or as a matter of law.
SunTrust has purchased a policy of directors and officers liability
(including Company reimbursement coverage) insurance that provides certain
coverage for SunTrust and its subsidiaries and their respective directors and
officers with respect to, among other things, liability under federal and
state securities laws.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Act"), may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In
the even that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Number Description
4.1 SunTrust Banks, Inc. 1995 Executive Stock Plan,
incorporated by reference to Exhibit 10.7 to the Company's
Annual Report on 10-K for the year ended December 31, 1994.
4.2 Articles 5, 6, 7, 8, 11 and 13 of the Amended and
Restated Articles of Incorporation of the Company, effective as
of November 14, 1989, incorporated by reference to Exhibit 3.1
to the Company's Annual Report on 10-K for the year ended
December 31, 1989.
<PAGE>
4.3 Articles I, IV, VII, VIII, XI and XII of the
Amended and Restated Bylaws of the Company, effective as of
February 21, 1991, incorporated by reference to Exhibit 3.2 to
the Company's Annual Report on 10-K for the year ended December
31, 1990.
5.1 Opinion of Raymond D. Fortin, Esq., as to the
legality of the Common Stock being registered.
23.1 Consent of Raymond D. Fortin, Esq., which is
contained in his opinion filed as Exhibit 5.1.
23.2 Consent of Arthur Andersen LLP.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to
include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
<PAGE>
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, SunTrust Banks, Inc. certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Atlanta, State of
Georgia, on the 18th day of April, 1995.
SUNTRUST BANKS, INC.
By:/s/ James B. Williams
James B. Williams
Chairman of the Board
and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below, constitutes and appoints John W. Spiegel and Raymond D. Fortin, and
each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, to do any and all acts and things
and execute, in the name of the undersigned, any and all instruments which
said attorneys-in-fact and agents may deem necessary or advisable in order to
enable SunTrust Banks, Inc. to comply with the Securities Act of 1933 and any
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing with the Securities and Exchange Commission of the
registration statement on Form S-8 under the Securities Act of 1933,
including specifically but without limitation, power and authority to sign
the name of the undersigned to such registration statement, and to file the
same with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and to
perform each and every act and thing requisite or necessary to be done in and
about the premises, as fully and to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, and any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of the 18th day of April, 1995.
Signature Title
/s/ James B. Williams Chairman of the Board
James B. Williams and Chief Executive Officer
/s/ L. Phillip Humann President and Director
L. Phillip Humann
<PAGE>
/s/ John W. Spiegel Executive Vice President
John W. Spiegel and Chief Financial Officer
/s/ William P. O'Halloran Senior Vice President
William P. O'Halloran and Chief Accounting Officer
/s/ J. Hyatt Brown Director
J. Hyatt Brown
/s/ James D. Camp, Jr. Director
James D. Camp, Jr.
/s/ R. Randall Rollins Director
R. Randall Rollins
/s/ Roberto C. Goizueta Director
Roberto C. Goizueta
/s/ T. Marshall Hahn, Jr. Director
T. Marshall Hahn, Jr.
/s/ David H. Hughes Director
David H. Hughes
/s/ Joseph L. Lanier, Jr. Director
Joseph L. Lanier, Jr.
/s/ H. G. Pattillo Director
H. G. Pattillo
/s/ Scott L. Probasco, Jr. Director
Scott L. Probasco, Jr.
/s/ Robert W. Scherer Director
Robert W. Scherer
/s/ J. Walter Tucker, Jr. Director
J. Walter Tucker, Jr.
/s/ James H. Williams Director
James H. Williams
<PAGE>
Exhibit 5.1
April 19, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street
Washington, D.C. 20549
Ladies and Gentlemen:
As Senior Vice President, Managing Attorney and Secretary for
SunTrust Banks, Inc. (the "Registrant"), I am familiar with the preparation
and filing of the Registrant's Registration Statement on Form S-8, as filed
with the Securities and Exchange Commission on or about April 20, 1995,
pursuant to which the Registrant proposes to issue up to 5,000,000 shares of
its $1.00 par value common stock ("Registrant's Common Stock") pursuant to
the SunTrust Banks, Inc. 1995 Executive Stock Plan (the "Plan").
I have reviewed the Plan and the Registration Statement, and I
have examined and am familiar with, the originals or copies, certified or
otherwise, of the documents, corporate records and other instruments of the
Registrant relating to the proposed issuance of said Registrant's Common
Stock which I deem relevant and which form the basis of the opinion
hereinafter set forth.
I am of the opinion that under the laws of the State of Georgia,
the jurisdiction in which the Registrant is incorporated and the jurisdiction
in which the Registrant has its principal office, upon the issuance of the
shares of the Registrant's Common Stock pursuant to the aforesaid
Registration Statement, all such shares when so issued will be duly
authorized, validly issued and outstanding, and will be fully paid and non-
assessable shares of the Registrant's Common Stock, and no personal liability
will attach to the holders of any of the shares of the Registrant's Common
Stock.
The undersigned counsel to the Registrant hereby consents to the
use of my opinion as Exhibit 5.1 to the aforesaid Registration Statement.
Sincerely,
/s/ Raymond D. Fortin
Raymond D. Fortin
RDF/jj
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Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
January 31, 1995 incorporated by reference in SunTrust Banks, Inc.'s
Form 10-K for the year ended December 31, 1994 and to all references to our
firm included in this registration statement.
ARTHUR ANDERSEN LLP
Atlanta, Georgia
April 18, 1995
