As filed with the Securities and Exchange Commission on
April 22, 1998.
Registration Statement No. 333-________
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.)
303 Peachtree Street, N.E.
Atlanta, Georgia 30308
(Address of Principal Executive Offices)
Equitable Securities Corporation
Employee Stock Bonus Plan
(Full Title of the Plan)
Raymond D. Fortin
Senior Vice President
SunTrust Banks, Inc.
303 Peachtree Street, N.E.
Atlanta, Georgia 30308
(Name and address of Agent for Service)
404-588-7165
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount Maximum Maximum Amount
Title of Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Share (1) Offering Price (1) Fee
Common Stock, $1.00
par value per share... 92,769 $79.5000 $7,375,135.50 $2,175.67
(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 16,
1998, as reported on the New York Stock Exchange.
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, 1997, filed on March 10, 1998
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 3,800 shares of Common
Stock directly, and approximately 20,400 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.
(2) "Director" or "officer" means an individual who is or
was a director or officer, respectively, of a corporation or who,
while a director or officer of the corporation, is or was serving
at the corporation's request as a director, officer, partner,
trustee, employee, or agent of another domestic or foreign
corporation, partnership, joint venture, trust, employee benefit
plan, or other entity. A director or officer is considered to be
serving an employee benefit plan at the corporation's request if
his or her duties to the corporation also impose duties on, or
otherwise involve services by, the director or officer to the
plan or to participants in or beneficiaries of the plan. Director
or officer includes, unless the context requires otherwise, the
estate or personal representative of a director or officer.
(3) "Disinterested director" means a director who at the
time of a vote referred to in subsection (c) of Code Section
14-2-853 or a vote or selection referred to in subsection (b) or
(c) of Code Section 14-2-855 or subsection (a) of Code
Section 14-2-856 is not:
(A) A party to the proceeding; or
(B) 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 judgment when voting on the decision being
made.
(4) "Expenses" include counsel fees.
(5) "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.
(6) "Official capacity" means:
(A) When used with respect to a director, the office of
director in a corporation; and
(B) When used with respect to an officer, as
contemplated in Code Section 14-2-857, 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.
(7) "Party" means an individual who was, is, or is
threatened to be made a named defendant or respondent in a
proceeding.
(8) "Proceeding" means any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal,
administrative, arbitrative, or investigative and whether formal
or informal.
14-2-851. Authority to indemnify.
(a) Except as otherwise provided in this Code section, a
corporation may indemnify an individual who is a party to a
proceeding because he or she is or was a director against
liability incurred in the proceeding if:
(1) Such individual conducted himself or herself in
good faith; and
(2) Such individual reasonably believed:
(A) In the case of conduct in his or her official
capacity that such conduct was in the best interests of the
corporation;
(B) In all other cases, that such conduct was at
least not opposed to the best interests of the corporation; and
(C) In the case of any criminal proceeding, that the
individual had no reasonable cause to believe such conduct
was unlawful.
(b) A director's conduct with respect to an employee
benefit plan for a purpose he or she 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 subparagraph
(a)(2)(B) 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 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, except for reasonable expenses
incurred in connection with the proceeding if it is determined
that the director has met the relevant standard of conduct
under this Code section; or
(2) In connection with any proceeding with respect
to conduct for which he or she was adjudged liable on the
basis that personal benefit was improperly received by him
or her, whether or not involving action in his or her official
capacity.
14-2-852. Mandatory indemnification.
A corporation shall indemnify a director who was 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
was a director of the corporation against reasonable expenses
incurred by the director in connection with the proceeding.
14-2-853. Advance for expenses.
(a) A corporation may, before final disposition of a
proceeding, advance funds to pay for or reimburse the
reasonable expenses incurred by a director who is a party to a
proceeding because he or she is a director if he or she delivers
to the corporation:
(1) A written affirmation of his or her good faith belief
that he or she has met the relevant standard of conduct
described in Code Section 14-2-851 or that the proceeding
involves conduct for which liability has been eliminated under
a provision of the articles of incorporation as authorized by
paragraph (4) of subsection (b) of Code Section 14-2-202; and
(2) His or her written undertaking to repay any funds
advanced if it is ultimately determined that the director 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 the financial ability of
the director to make repayment.
(c) Authorizations under this Code section shall be made:
(1) By the board of directors:
(A) When 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; or
(B) When there are fewer than two disinterested
directors, by the vote necessary for action by the board in
accordance with subsection (c) of Code Section 14-2-824, in
which authorization directors who do not qualify as
disinterested directors may participate; or
(2) By the shareholders, 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 the proceeding may
not be voted on the authorization.
14-2-854. Court-ordered indemnification and advances for
expenses.
(a) A director who is a party to a proceeding because he or
she is a director may apply for indemnification or advance 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:
(1) Order indemnification or advance for expenses if it
determines that the director is entitled to indemnification
under this part; or
(2) Order indemnification or advance for expenses if it
determines, in view of all the relevant circumstances, that it is
fair and reasonable to indemnify the director or to advance
expenses to the director, even if the director has not met the
relevant standard of conduct set forth in subsections (a) and
(b) of Code Section 14-2-851, failed to comply with Code
Section 14-2-853, or was adjudged liable in a proceeding
referred to in paragraph (1) or (2) of subsection (d) of Code
Section 14-2-851, but if the director was adjudged so liable,
the indemnification shall be limited to reasonable expenses
incurred in connection with the proceeding.
(b) If the court determines that the director is entitled to
indemnification or advance for expenses under this part, it
may also order the corporation to pay the director's reasonable
expenses to obtain court-ordered indemnification or advance
for expenses.
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 for a specific proceeding that
indemnification of the director is permissible in the
circumstances because he or she has met the relevant standard
of conduct set forth in Code Section 14-2-851.
(b) The determination shall be made:
(1) If there are two or more disinterested directors, by
the board of 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;
(2) By special legal counsel:
(A) Selected in the manner prescribed in paragraph
(1) of this subsection; or
(B) 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
(3) By the shareholders, 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
shall be made in the same manner as the determination that
indemnification is permissible, 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 subparagraph (b)(2)(B) of this Code
section to select special legal 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, 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.
(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 the director's
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 or she 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 or her good faith belief that his or her
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 or her behalf, to
repay any advances if it is ultimately determined that the
director is not entitled to indemnification under this Code
section.
14-2-857. Indemnification of officers, employees, and agents.
(a) A corporation may indemnify and advance expenses
under this part to an officer of the corporation who is a party to
a proceeding because he or she is an officer of the corporation:
(1) To the same extent as a director; and
(2) If he or she 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 constitutes:
(A) Appropriation, in violation of his or her duties,
of any business opportunity of the corporation;
(B) Acts or omissions which involve intentional
misconduct or a knowing violation of law;
(C) The types of liability set forth in Code Section
14-2-832; or
(D) Receipt of an improper personal benefit.
(b) The provisions of paragraph (2) of subsection (a) of
this Code section shall 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.
(c) An officer of a corporation who is not a director is
entitled to mandatory indemnification under Code Section
14-2-852, and may apply to a court under Code Section
14-2-854 for indemnification or advances for expenses, in
each case to the same extent to which a director may be
entitled to indemnification or advances for expenses under
those provisions.
(d) A corporation may also indemnify and advance
expenses to an 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 a director, officer, employee, or
agent of the corporation or who, while a director, officer,
employee, or agent of the corporation, serves at the
corporation's request as a director, officer, partner, trustee,
employee, or agent of another domestic or foreign corporation,
partnership, joint venture, trust, employee benefit plan, or
other entity against liability asserted against or incurred by
him or her in that capacity or arising from his or her status as a
director, officer, employee, or agent, whether or not the
corporation would have power to indemnify or advance
expenses to him or her against the same liability under this
part.
14-2-859. Application of part.
(a) A corporation 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 shareholders,
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 for authorization referred to in subsection (c) of
Code Section 14-2-853 or subsection (c) of Code Section
14-2-855. Any such provision that obligates the corporation to
provide indemnification to the fullest extent permitted by law
shall be deemed to obligate the corporation to advance funds
to pay for or reimburse expenses in accordance with Code
Section 14-2-853 to the fullest extent permitted by law, unless
the provision specifically provides otherwise.
(b) Any provision pursuant to subsection (a) of this Code
section shall not obligate the corporation to indemnify or
advance expenses to a director of a predecessor of the
corporation, pertaining to conduct with respect to the
predecessor, unless otherwise specifically provided. Any
provision for indemnification or advance for expenses in the
articles of incorporation, bylaws, or a resolution of the board
of directors or shareholders, partners, or, in the case of limited
liability companies, members or managers of a predecessor of
the corporation or other entity in a merger or in a contract to
which the predecessor is a party, existing at the time the
merger takes effect, shall be governed by paragraph (3) of
subsection (a) of Code Section 14-2-1106.
(c) A corporation may, by a provision in its articles of
incorporation, limit any of the rights of indemnification or
advance for expenses created by or pursuant to this part.
(d) This part does not limit a corporation's power to pay or
reimburse expenses incurred by a director or an officer in
connection with his or her appearance as a witness in a
proceeding at a time when he or she is not a party.
(e) Except as expressly provided in Code Section
14-2-857, this part does not limit a corporation's power to
indemnify, advance expenses to, or provide or maintain
insurance on behalf of an employee or agent.
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. Definitions. As used in this Article, the
term:
(A) "Corporation" includes any domestic or foreign
predecessor entity of this Corporation in a 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 Corporation or an individual who, while a
director of the 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 entity. 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.
<PAGE>
(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 proceeding; 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 judgment when
voting on the decision being made.
(D) "Employee" means an individual who is or was an
employee of the Corporation or an individual who, while an
employee of the 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. An "Employee" 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. "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.
(G) "Officer" means an individual who is or was an
officer of the Corporation which for purposes of this Article
VII shall include an assistant officer, or an individual who,
while an Officer of the 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 entity. An "Officer" 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. "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 Corporation shall
indemnify an individual who is made a party to a proceeding
because he is or was a director or Officer against liability
incurred by him in the proceeding if he conducted himself in
good faith and, in the case of conduct in his official capacity,
he reasonably believed such conduct was in the best interest of
the Corporation, or in all other cases, he reasonably believed
such conduct was at least 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 person's conduct with respect to an employee
benefit plan for a purpose he 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 Corporation shall not indemnify a person under
this Article in connection with (i) a proceeding by or in the
right of the Corporation, 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, whether or not
involving action in his official capacity.
SECTION 3. Advances for Expenses.
(A) The Corporation 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 is a director
or Officer in advance of final disposition of the proceeding if:
(i) such person furnishes the Corporation a written affirmation
of his good faith belief that he 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 Corporation's Articles of Incorporation;
and (ii) such person furnishes the Corporation a written
undertaking meeting the qualifications set forth below in
subsection 3(B), executed personally or on his behalf, to repay
any funds advanced if it is ultimately determined that he 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 which authorization
directors who do not qualify as disinterested directors may
participate; or (ii) by the shareholders, 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 the
proceeding may not be voted on the authorization.
SECTION 4. Authorization of and Determination of
Entitlement to Indemnification.
(A) The Corporation 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 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 was a party because he is or was a
director or Officer, the Corporation shall indemnify such
person against reasonable expenses incurred by him 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
the board of 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 shareholders; 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) 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 Corporation 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 shareholders,
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 for authorization 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 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
Corporation or a Bylaw, contract or resolution approved or
ratified by shareholders pursuant to Section 7 below provides
otherwise.
If the court determines that the director or Officer is
entitled to indemnification or advance for expenses, it may
also order the Corporation 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 Corporation's Articles of Incorporation
provide otherwise, the Corporation shall indemnify and
advance expenses under this Article to an employee of the
Corporation who is not a director or Officer to the same
extent, consistent with public policy, as to a director or
Officer.
(B) The Corporation may indemnify and advance
expenses under this Article to an Officer of the Corporation
who is a party to a proceeding because he is an Officer of the
Corporation: (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 is made a
party to the proceeding is an act or omission solely as an
Officer.
SECTION 7. Shareholder Approved Indemnification.
(A) If authorized by the Articles of Incorporation or a
Bylaw, contract or resolution approved or ratified by
shareholders of the Corporation by a majority of the votes
entitled to be cast, the Corporation 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
Corporation, 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 Corporation 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
Corporation or is subjected to injunctive relief in favor of the
Corporation:
(i) for any appropriation, in violation of his duties, of
any business opportunity of the Corporation;
(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 received an
improper personal benefit.
(B) Where approved or authorized in the manner
described in subsection 7(A) above, the Corporation may
advance or reimburse expenses incurred in advance of final
disposition of the proceeding only if:
(i) the proposed indemnitee furnishes the Corporation a
written affirmation of his good faith belief that his conduct
does not constitute behavior of the kind described in
subsection 7(A)(i)-(iv) above; and
(ii) the proposed indemnitee 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.
SECTION 8. Liability Insurance. The Corporation may
purchase and maintain insurance on behalf of an individual
who is 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 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 Corporation
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 Corporation'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 Corporation
indemnifies or advances expenses to a director in connection
with a proceeding by or in the right of the Corporation, the
Corporation shall report the indemnification or advance, in
writing, to shareholders with or before the notice of the next
shareholders' meeting.
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.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index attached hereto.
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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Nothwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which is
registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration
statement.
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form
S-8 or Form F-3, and the information required to be included
in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 that are incorporated
by reference 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
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 21st day of April, 1998.
SUNTRUST BANKS, INC.
By: /s/ L. Phillip Humann
L. Phillip Humann
Chairman of the Board, President
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 21st day of April,
1998.
Signature Title
/s/ L. Phillip Humann Chairman of the Board, President,
L. Phillip Humann Chief Executive Officer and Director
/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/ Alston D. Correll Director
Alston D. Correll
/s/ A. W. Dahlberg Director
A. W. Dahlberg
/s/ David H. Hughes Director
David H. Hughes
/s/ M. Douglas Ivester Director
M. Douglas Ivester
/s/ Summerfield K. Johnston, Jr. Director
Summerfield K. Johnston, Jr.
s/ Joseph L. Lanier, Jr. Director
Joseph L. Lanier, Jr.
/s/ Larry L. Prince Director
Larry L. Prince
/s/ Scott L. Probasco, Jr. Director
Scott L. Probasco, Jr.
/s/ R. Randall Rollins Director
R. Randall Rollins
/s/ James B. Williams Director
James B. Williams
INDEX TO EXHIBITS
Exhibit Number Description
4.1 Equitable Securities Corporation Stock Bonus Plan
and Equitable Securities Corporation Employee Stock
Bonus Agreement.*
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 Form 10-K for the year ended December 31,
1989.
4.3 Articles I, IV, VII, VIII, X and XI of the Amended
and Restated Bylaws of the Company, effective as of
February 10, 1998, incorporated by reference to
Exhibit 3 to Registration Statement No. 333-46093.
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.*
*Filed on EDGAR.
Exhibit 4.1
EQUITABLE SECURITIES CORPORATION
EMPLOYEE STOCK BONUS PLAN
1. Purpose. The purpose of the Equitable Securities
Corporation Employee Stock Bonus Plan (the "Plan") is to
motivate certain employees of Equitable Securities
Corporation (the "Corporation"), and its subsidiaries through
added incentives to make a maximum contribution toward
meeting the objectives of the Corporation.
2. Definitions. As used in this Plan, the following words
shall have the following meanings:
(a) "Award" means the benefits granted to
Participants as described in Section 5 of the Plan.
(b) "Board of Directors" means the Board of
Directors of the Corporation.
(c) "Code" means the Internal Revenue Code of 1986,
as amended. Reference to a section of the Code shall include
that section and any comparable section or sections of any
future legislation that amends, supplements or supersedes that
section.
(d) "Common Stock" means the common stock of the
Corporation, with or without par value.
(e) "Employee" means any individual who is
employed by the Corporation or a Subsidiary.
(f) "Fiscal Year" means the fiscal year of the
Corporation which is the twelve (12) month period ending
June 30.
(g) "Participant" means each eligible Employee who
receives an Award under the Plan.
(h) "Subsidiary" means Equitable Trust Corporation,
a wholly-owned subsidiary of the Corporation, and any other
corporation, partnership, joint venture or business trust, fifty
percent (50%) or more of the control of which is owned,
directly or indirectly, by the Corporation.
3. Administration.
(a) Appointment. The Plan shall be administered by the
Board of Directors of the Corporation, or by one or more
committees appointed by the Board of Directors (collectively,
the "Administrator"). In the event the Board of Directors
appoints more than one committee to serve as Administrator, it
may allocate the specific duties of the Administrator among
such committees. A particular committee to whom a specific
duty is so allocated shall have the sole responsibility and
authority for carrying out such duty.
(b) General. Subject to the provisions of the Plan, the
Administrator shall have exclusive authority to interpret and
administer the Plan, to establish appropriate rules relating to
the Plan, to select persons to receive Awards under the Plan, to
make grants of the Awards provided under the Plan, to
determine the terms and conditions to which such Awards are
subject, to delegate its authority and duties under the Plan, and
to take all such steps and make all such determinations in
connection with the Plan and any of the Awards provided
under the Plan as it may deem necessary or advisable.
The Administrator may from time to time grant the
Awards described in the Plan to eligible Participants. Each
Participant shall enter into an agreement with the Corporation
in the form specified by the Administrator agreeing to the
specific terms and conditions of the Award, and such other
matters consistent with the Plan as the Administrator in its
sole discretion shall determine. The terms and conditions
applicable with respect to any Participant shall be determined
in accordance with the provisions of the specific agreement
entered into between the Participant and the Corporation, and
the provisions of this Plan.
(c) Administrator's Discretion. The grant of any Award
under the Plan may be subject to any provisions (whether or
not applicable to an Award granted to any other similarly
situated Participant) that the Administrator determines are
appropriate and which are consistent with terms and
conditions specifically provided for in this Plan, including,
without limitation, (i) restrictions on resale or other
disposition, (ii) such provisions as may be appropriate to
comply with federal or state securities laws and stock
exchange requirements, (iii) understandings or conditions
regarding the Participant's employment, and (iv) provisions
for the payment of any required tax withholding with
Common Stock of the Corporation.
4. Eligibility.
The Administrator shall from time to time determine and
designate the Employees who shall be Participants in the Plan.
In making this determination, the Administrator may take into
account the nature of services rendered by an Employee, the
capacity of the Employee to contribute to the success of the
Corporation, and other factors that the Administrator may
consider relevant.
5. Restricted Shares. A Restricted Share consists of
Common Stock that is subject to certain restrictions on the
disposition of such share and rights of the Corporation to
reacquire the share upon specified terms upon the occurrence
of certain events during a specified period, as determined by
the Administrator. Each Participant who is awarded
Restricted Shares shall enter into an agreement with the
Corporation in a form specified by the Administrator agreeing
to the specific terms and conditions of the Award and such
other matters consistent with the Plan as the Administrator in
its sole discretion shall determine.
Restricted Shares may not be sold, transferred, pledged or
otherwise encumbered during a Restricted Period. A
Restricted Period shall commence on the date of the Award
and end as such later date as the Administrator may designate
at the time of the Award. A Participant shall have the entire
beneficial ownership of a shareholder with respect to
Restricted Shares awarded to him, including the right to
receive dividends and the right to vote such Restricted Shares.
The Administrator in its sole discretion may from time to
time establish the terms and conditions under which Restricted
Stock shall be forfeited by the Participant during the
Restricted Period. The Administrator may also remove,
modify or accelerate the release of restrictions on Restricted
Shares to the extent of the death or total and permanent
disability of the Participant while such individual is employed
by the Corporation or a Subsidiary.
The Participant shall not be entitled to delivery of the
certificate representing shares of Common Stock until the
expiration of the Restricted Period applicable to such
Restricted Shares.
7. Adjustment upon Changes in Stock. In the event of any
merger, consolidation, reorganization, recapitalization, stock
dividend, stock split, combination of shares, exchange of
shares, change in corporate structure, or otherwise, appropriate
adjustments shall be made by the Administrator to the kind
and maximum number of shares subject to the Plan and the
kind and number of shares and price per share of stock subject
to each Award. Any increase in the shares, or the right to
acquire shares, as the result of such an adjustment shall be
subject to the same terms and conditions that apply to the
Award for which such increase was received. No fractional
shares of Common Stock shall be issued under the Plan on
account of any such adjustment, and rights to shares always
shall be limited after such an adjustment to the lower full
share.
8. Amendment of the Plan. The Board of Directors may at
any time amend the Plan, provided that the Board may do so
only with approval of such number of the shareholders as may
be required by either federal income tax or securities law for
any particular amendment. However, the Board of Directors
may not alter or impair any Award previously granted under
the Plan without the consent of the Participant to whom the
Award was made.
9. Termination of the Plan. The Board of Directors may
terminate or suspend the Plan at any time. No Awards shall be
granted after termination of the Plan. Rights and obligations
under an Award granted while the Plan is in effect shall not be
altered or impaired by termination or suspension of the Plan
except by consent of the Participant to whom the Award was
made.
10. Withholding Tax. The Corporation shall have the right
to withhold with respect to any payments made to Participants
under the Plan any taxes required by law to be withheld
because of such payments.
11. Rules of Construction. The terms of the Plan shall be
construed in accordance with the laws of the State of
Tennessee.
12. Effective Date. The Plan shall become effective as of
the date it is adopted by the Board of Directors of the
Corporation subject only to approval by shareholders as may
be required by any state or federal law.
IN WITNESS WHEREOF, the Corporation has adopted
the foregoing instrument effective as of the 30th day of June,
1991.
EQUITABLE SECURITIES CORPORATION
/s/ William H. Cammack
William H. Cammack
Chief Executive Officer
ATTEST:
/s/ William P. Johnston
Secretary<PAGE>
EQUITABLE SECURITIES CORPORATION
EMPLOYEE STOCK BONUS AGREEMENT
This Agreement is entered into as of the day of
, 19 (the "Agreement Date"), by and
between Equitable Securities Corporation (the Corporation")
and
(the "Participant").
WHEREAS, the Equitable Securities Corporation
Employee Stock Bonus Plan (the "Plan") is intended to secure
for the Corporation the benefits of the incentive inherent in
Common Stock ownership by the employees of the
Corporation who are largely responsible for the Corporation's
future growth and continued financial success, and to afford
such persons the opportunity to obtain or increase a
proprietary interest in the Corporation on a favorable basis
and, thereby, to have an opportunity to share in its success;
and
WHEREAS, the Board of Directors believes that the
acquisition of such an interest in the Corporation will
stimulate the endeavors of such employees on behalf of the
Corporation and strengthen their desire to remain with the
Corporation; and
WHEREAS, the Participant named above is one of such
employees;
NOW, THEREFORE, the Corporation and the Participant
hereby agree as follows:
1. Meaning of Terms. Unless otherwise defined herein,
terms with initial capital letters have the same meaning as in
the Plan.
2. Stock Awards. In accordance with the terms of the
Plan, as of the last day of each Fiscal Year (the "Award Date")
the Participant may be awarded Restricted Shares equal in
value to the amount approved by the Board of Directors for
such Fiscal Year, provided, however, that no Award shall be
granted subsequent to the Participant's termination of
employment with the Corporation (or Subsidiary). The Board
of Directors has initially set this amount at four percent (4%)
of the amount by which the Participant's total compensation
for the Fiscal Year exceeds seventy-five thousand dollars
($75,000). The value of the Restricted Shares shall be based
on the audited net book value per share of Common Stock as
of the end of such Fiscal Year, calculated in accordance with
generally accepted accounting principles and regulations of the
Securities Exchange Commission. Any shares so awarded
shall be subject to the Shareholders' Agreement that governs
all outstanding shares of Common Stock as may be in effect
from time to time, and to the terms, conditions, and
restrictions as set forth in this Agreement.
3. Award Restrictions.
(a) Vesting. Unless otherwise provided in Sections
5 and 6, the restrictions imposed on the award of Common
Stock under this Agreement shall lapse, and such shares shall
become vested as a result of the Participant's continued
employment with the Corporation as of the fifth (5th)
anniversary of the Award Date with respect to the shares
awarded as of such date. Thus, for example, shares awarded
as of June 30, 1991 shall become vested as of June 30, 1996 if
the Participant has continued in employment through that date.
During the period which commences on the Award Date
and ends on the date the shares vest in accordance with this
Section 3 (the "Restricted Period"), the Restricted Shares
awarded in accordance with this Agreement shall not be
transferrable by the Participant by means of sale, assignment,
exchange, pledge or otherwise. However, during such period,
the Participant shall have the right to tender for sale or
exchange, with the Corporation's written consent, any such
shares in the event of a tender offer within the meaning of
Section 14(d) of the Securities Exchange Act of 1934.
(b) Change in Control. Notwithstanding any other
provision of this Agreement, upon the occurrence of a Change
in Control, all restrictions imposed on the Common Stock
awarded in accordance with this Agreement shall lapse, and
the Participant shall be 100% vested with respect to all such
shares. For this purpose, a "Change in Control" shall be
deemed to have occurred if there shall have been a change in
the composition of the Board of Directors such that at any
time a majority of the Board of Directors shall have been
members of the Board for less than twenty-four (24) months,
unless the election of each new director who was not a director
at the beginning of the period was approved by a vote of at
least two-thirds of the directors then still in office who were
directors at the beginning of such period.
4. Delivery of Certificates. The Corporation shall
deliver to the Participant or his legal representative, as soon as
practical after all or any portion of the shares subject to this
Agreement have become vested, a stock certificate
representing the number of Common Shares the Participant or
his legal representative shall have the right to receive, at that
time, as determined in accordance with Section 3 (the "Stock
Certificate"); provided, however, that if any law or regulation
requires the Corporation to take any action with respect to
these shares before the issuance thereof, the date of delivery of
the Stock Certificates shall be extended for the period
necessary for the Corporation to comply with such
requirement; and further provided that, if any law or regulation
prohibits the award of shares and neither the Participant nor
the Corporation can take any reasonable action to conform this
Agreement and/or the award of shares to such law or
regulation, then all the duties imposed on both the Corporation
and the Participant by this Agreement shall be relieved. The
Administrator shall have the sole discretion to determine
whether an action is reasonable in light of the facts and
circumstances involved in each situation. Any final
determination by the Administrator on this issue shall be
conclusive and binding on the Corporation and the Participant
and his legal representative.
5. Termination of Employment.
(a) Special Circumstances. If the Participant's
employment with the Corporation or a Subsidiary terminates
by reason of his attainment of age sixty-five (65), his normal
retirement age or under other special circumstances as
determined by the Administrator, then, to the extent the
Restricted Shares awarded under this Agreement have not yet
vested, such shares may be forfeited in part or in whole.
Alternatively, such shares may be treated as fully vested in
part or in whole, as the Administrator in his sole discretion
may determine.
(b) Other Terminations. If the Participant's
employment with the Corporation or a Subsidiary terminates
for reasons other than those specified in subsection (a) above,
and/or those described in Section 6, then the Restricted Shares
awarded under this Agreement, that are not yet vested, shall be
forfeited as of the date of such termination.
6. Death or Disability. If the Administrator determines
that the Participant has become totally and permanently
disabled and/or the employee dies while in the employ of the
Corporation or a Subsidiary, and prior to the date on which all
the Restricted Stock awarded becomes fully vested in
accordance with Section 3, then such shares shall become fully
vested and nonforfeitable as of the date of death or disability
of the Participant. The Administrator will make
determinations as to disability on the basis of competent
medical advice. The Corporation reserves the right to have the
Participant examined by a physician of the Corporation's
choice, at the Corporation's expense. Any determination
made by the Administrator as to the disability of the
Participant shall be conclusive and binding on the
Corporation, the Participant and this legal representative. The
Participant may designate a beneficiary or beneficiaries to
receive the stock certificates that represent that portion of the
Restricted Shares which become vested on the death of the
Participant in accordance with this Section.
7. Adjustment of Shares. Notwithstanding anything
herein to the contrary, in the event that, prior to the delivery by
the Corporation of all the shares subject to this Agreement,
there shall be any change in the outstanding Common Shares
of the Corporation resulting from a subdivision or
consolidation of shares, payment of a stock dividend,
exchange of shares, or any other increase or decrease in the
number of such shares affected without receipt of
consideration by the Corporation, appropriate adjustments
shall be made by the Administrator to the kind and number of
shares awarded under this Agreement; provided that no
fractional shares of stock shall be issued to the Participant on
account of any such adjustment, and the Participant's rights to
shares always shall be limited after such an adjustment to the
lower full share. The determination by the Administrator in
each case shall be conclusive and binding on the Corporation
and the Participant and his legal representatives.
8. Shareholder Status. The Stock Certificates evidencing
the Restricted Shares awarded in accordance with the terms of
this Agreement shall be registered on the Corporation's books
in the name of the Participant as of the Award Date. Physical
possession or custody of such certificates shall be retained by
the Corporation until such time as the shares become vested in
accordance with Section 3. While in its possession, the
Corporation reserves the right to place a legend on the stock
certificate restricting the transferability of such certificates and
referring to the terms and conditions approved by the
Administrator and applicable to the shares represented by the
certificates.
During the Restricted Period, the Participant shall be
entitled to all the rights of a shareholder of the Corporation,
including the right to vote the Restricted Shares and receive
dividends and/or other distributions declared with respect to
those Shares, except as may be otherwise provided in Section 3.
9. Anti-Assignation Provisions. The rights and
privileges of the Participant granted pursuant to this
Agreement may not be transferred, or assigned to any person
other than the Participant, except by will or the laws of descent
and distribution.
10. Employment. Nothing contained in this Agreement
shall obligate the Corporation or any affiliate to employ the
Participant for any period, or constitute a contract or
agreement of employment with the Participant, nor shall it
interfere in any way with the right of the Corporation or an
affiliate to reduce the Participant's compensation or to
terminate the Participant's employment at any time, with or
without cause.
11. Required Withholding. At the time at which any
Restricted Shares awarded under this Agreement become
vested in accordance with Section 3, the Corporation shall not
deliver or otherwise make such shares available to the
Participant until the Participant pays to the Corporation in cash
(or any other form acceptable to the Administrator) the amount
necessary to enable the Corporation to remit to the appropriate
government entity or entities on behalf of the Participant the
amount required to be withheld from his wages with respect to
such transaction. The Participant may satisfy any withholding
obligations by electing to have the Corporation withhold the
appropriate number of shares from an Award before such
Shares are delivered in accordance with the terms of this
Agreement.
Furthermore, the Corporation or any subsidiary shall, to the
extent permitted by law, have the right to deduct from any
payment of any kind otherwise due the Employee taxes of any
kind required by law to be withheld with respect to Restricted
Shares which have become vested in accordance with Section
3.
12. Impact on Other Benefits. The value of an Award of
Restricted Stock (either on the Award Date or at the time the
shares are vested) shall not be included as compensation or
earnings for purposes of any other benefit plan offered by the
Corporation.
13. Amendment(s). This Agreement shall be subject to
the terms of the Plan as amended except that the restricted
stock award which is the subject of this Agreement may not in
any way be restricted or limited by any Plan amendment or
termination approved after the date of the award without the
written consent of the Participant.
14. Administration. The Administrator shall have the
authority to construe the terms of this Agreement and to
prescribe rules and regulations relating to the administration of
this Agreement.
15. Plan. The Plan under which this Award is granted is
the Equitable Securities Corporation Employee Stock Bonus
Plan. The Participant hereby agrees to all of the terms and
conditions of the Plan.
16. Force and Effect. The various provisions of this
Agreement are severable in their entirety. Any determination
of invalidity or unenforceability of any one provision shall
have no effect on the continuing force and effect of the
remaining provisions.
17. Prevailing Laws. This Agreement shall be construed
and enforced in accordance with and governed by the laws of
the State of Tennessee.
18. Successors. This Agreement shall be binding upon
and inure to the benefit of the successors, assigns and heirs of
the respective parties.
19. Notice. Unless waived by the Corporation, any
notice to the Corporation required under or relating to this
Agreement shall be in writing and addressed to:
20. Entire Agreement. This Agreement contains the
entire understanding of the parties and shall not be modified or
amended except in writing and duly signed by the parties. No
waiver by either party of any default under this Agreement
shall be deemed a waiver of any subsequent default.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date written above.
EQUITABLE SECURITIES CORPORATION
William H. Cammack
Chief Executive Officer
ATTEST:
THE PARTICIPANT
Participant
DESIGNATION OF BENEFICIARY
The beneficiaries below living at my death shall receive the
shares which become vested in accordance with section 6
hereof, according to the proportion listed:
Proportionate
Share
Name: Relationship: %
Address:
Name: Relationship: %
Address:
Name: Relationship: %
Address:
Attach further explanation as necessary.
Exhibit 5.1
April 21, 1998
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street
Washington, D.C. 20549
Ladies and Gentlemen:
As Senior Vice President, General Counsel and Corporate
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 21,
1998, pursuant to which the Registrant proposes to issue up to
92,769 shares of its $1.00 par value common stock
("Registrant's Common Stock") pursuant to the Equitable
Securities Corporation Employee Stock Bonus 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
RDF/pcb
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 30, 1998 incorporated by reference
in SunTrust Banks, Inc.'s Form 10-K for the year ended
December 31, 1997 and to all references to our firm included
in this registration statement.
ARTHUR ANDERSEN LLP
/s/ Arthur Andersen LLP
Atlanta, Georgia
April 21, 1998
