<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[x] Preliminary proxy statement
[ ] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
SunTrust Banks, Inc.
(Name of Registrant as Specified in Its Charter)
Raymond D. Fortin
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (check the appropriate box):
[x] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(j)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
___________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
___________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1
___________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
___________________________________________________________________________
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
___________________________________________________________________________
(2) Form, schedule or registration statement no.:
___________________________________________________________________________
(3) Filing party:
___________________________________________________________________________
(4) Date filed:
___________________________________________________________________________
__________________
1Set forth the amount on which the filing fee is calculated and state
how it was determined.
<PAGE>
SunTrust
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of
SunTrust Banks, Inc.
The Annual Meeting of Shareholders of SunTrust Banks, Inc. will be held
in Room 10 of the SunTrust Bank, Atlanta Tower, 25 Park Place, N.E., Atlanta,
Georgia, on Tuesday, April 21, 1998, at 9:30 A.M., local time, for the
following purposes:
1. To elect four directors to serve until the Annual Meeting of
Shareholders in 2001, and one director to serve until the Annual
Meeting of Shareholders in 1999;
2. To approve an amendment to SunTrust Banks, Inc.'s Restated Articles
of Incorporation to increase the number of authorized shares of
common stock;
3. To ratify the appointment of Arthur Andersen LLP as independent
auditors for 1998; and
4. To transact such other business as may properly come before the
Annual Meeting or any adjournment thereof.
Only shareholders of record at the close of business on February 13,
1998 will be entitled to notice of and to vote at the Annual Meeting or any
adjournment thereof.
Your attention is directed to the Proxy Statement accompanying this
Noticefor more complete information regarding the matters to be acted upon at
the Annual Meeting.
By Order of the Board of Directors
Raymond D. Fortin
Secretary
February 20, 1998
IMPORTANT NOTICE
Whether or not you plan to attend the Annual Meeting, please complete,
sign, date and return the enclosed proxy as soon as possible in the
postage paid envelope provided.
<PAGE>
SUNTRUST BANKS, INC.
303 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30308
---------------------------------
PROXY STATEMENT
---------------------------------
The enclosed proxy is solicited on behalf of the Board of Directors of
SunTrust Banks, Inc. (the "Company" or "SunTrust") in connection with the
Annual Meeting of Shareholders of the Company to be held on Tuesday, April
21, 1998 (the "Annual Meeting"). The enclosed proxy is for use at the
Annual Meeting if a shareholder is unable to attend the Annual Meeting in
person or wishes to have his shares voted by proxy even if he attends the
Annual Meeting. The proxy may be revoked by the person giving it at any
time before it is exercised, by notice to the Corporate Secretary of the
Company, by submitting a proxy having a later date, or by such person
appearing at the Annual Meeting and voting in person. All shares
represented by valid proxies received pursuant to this solicitation and
not revoked before they are exercised will be voted in the manner specified
therein. If no specification is made, the proxies will be voted for each
of the proposals described below. This Proxy Statement and the enclosed
proxy are being first mailed to the Company's shareholders on or about
March 2, 1998.
ELECTION OF DIRECTORS
(Item 1)
Pursuant to the Bylaws of the Company, the Board of Directors has
determined that the number of directors constituting the Board of Directors
shall be 12, with directors divided into three classes serving staggered
three-year terms. There are four directors, Summerfield K. Johnston, Jr.,
Larry L. Prince, R. Randall Rollins and James B. Williams, who have been
nominated to stand for reelection as directors at the Annual Meeting in 1998
for terms expiring in 2001. In addition, Mr. M. Douglas Ivester has been
nominated to stand for election as a director for a term expiring in 1999.
Mr. Williams will retire as an officer of the Company on March 21, 1998, but
will continue as a director if reelected and will serve as Chairman of the
Executive Committee. The Company's Bylaws provide that a director shall
retire as a director on the date of the annual meeting immediately succeeding
such director's 70th birthday. Mr. James D. Camp, Jr. (whose term expires in
1999) will retire as director in accordance with this provision at the 1998
Annual Meeting. In addition to the five nominees, there are seven other
directors continuing to serve on the Board of Directors, whose terms expire
in 1999 and 2000. The Board of Directors recommends that shareholders vote
in favor of all of the nominees.
The proxy solicited hereby cannot be voted for the election of a person
to fill a directorship for which no nominee is named in this Proxy Statement.
If, at the time of the Annual Meeting of Shareholders, any of the nominees
named in the enclosed proxy should be unable or decline to serve as a director,
the proxies are authorized to be voted for such substitute nominee or nominees
as the Board of Directors recommends. The Board of Directors has no reason to
believe that any nominee will be unable or decline to serve as a director.
Nominations for election to the Board of Directors may be made by any
shareholder entitled to vote for the election of directors. In accordance
with the Bylaws, nominations shall specify the class (term) of directors to
which each person is nominated, shall be made in writing and shall be
delivered or mailed to the Company's Chairman of the Board not later than
March 23, 1998. Any such nomination shall contain the following information:
(i) the name and address of the proposed nominee; (ii) the principal
occupation of the proposed nominee; (iii) the total number of shares of issued
and outstanding $1.00 par value per share common stock of the Company
("Company Common Stock") that, to the knowledge of the nominating shareholder,
will be voted for the proposed nominee; (iv) the name and residence address of
each nominating shareholder; (v) the number of shares of Company Common Stock
owned by the nominating shareholder; (vi) the total number of shares of Company
Common Stock that, to the knowledge of the nominating shareholder, are owned
by the proposed nominee; and (vii) the signed consent of the proposed nominee
to serve, if elected.
The following table sets forth for each nominee and each director whose
term continues after the meeting, his age, the number of shares of Company
Common Stock beneficially owned by him on December 31, 1997, a brief
description of his principal occupation and business experience during the
last five years, and certain other directorships held. Unless indicated
otherwise, each current director has served as a director of the Company
since the Company's organization.
Nominees For Term Expiring in 2001
Shares of
Company
Name Business Experience Common Stock(1)
- ------------------------------------------------------------------------------
Summerfield K. Chairman of the Board of Directors (since 203,325(2)
Johnston, Jr.+ 1997) and Chief Executive Officer of
Coca-Cola Enterprises Inc., a marketer,
producer and distributor of products of The
Coca-Cola Company and other liquid non-
alcoholic refreshment products. He is also
a director of S.W. Centrifugal, Inc. Mr.
Johnston is 65 and has been a director of
the Company since 1997.
Larry L. Prince# Chairman of the Board and Chief Executive 506,000(3)
Officer of Genuine Parts Company, a service
organization engaged in the distribution of
automotive replacement parts, industrial
replacement parts and office products. Mr.
Prince is also a director of Crawford & Co.,
Equifax Inc., John H. Harland Co. and U.A.P.
Inc., Canada. Mr. Prince is 59 and has
been a director of the Company since 1996.<PAGE>
R. Randall Rollins# Chairman of the Board and Chief Executive 61,986(4)
Officer of Rollins, Inc., a consumer
services company. He is also the Chairman
of the Board and Chief Executive Officer
of RPC, Inc., an oil and gas field services
and boat manufacturing company, and a
director of Dover Downs Entertainment, Inc.
Mr. Rollins is 66 and has been a director
of the Company since 1995.
James B. Williams* Chairman of the Board of Directors and 2,022,390(5)
Chief Executive Officer of the Company.
He is also a director of The Coca-Cola
Company, Genuine Parts Company,
Georgia-Pacific Corporation, Rollins,
Inc., RPC, Inc. and Sonat Inc. Mr.
Williams is 64.
Nominee For Term Expiring in 1999
M. Douglas Ivester Chairman of the Board and Chief Executive 1,000
Officer of The Coca-Cola Company. He
served as President and Chief Operating
Officer of The Coca-Cola Company from
July 1994 until elected to his current
position in October 1997. From April
1993 until July 1994, he was Executive
Vice President and Principal Operating
Officer/North America of The Coca-Cola
Company. He is a director of
Georgia-Pacific Corporation. Mr. Ivester
is 50.
Directors Whose Term Expires in 2000
J. Hyatt Brown* Chairman, President and Chief Executive 50,000
Officer of Poe & Brown, Inc., an insurance
agency. He is also a director of BellSouth
Corporation, FPL Group, Inc., International
Speedway Corporation and Rock-Tenn
Company. Mr. Brown is 60.
Alston D. Correll 10,365(6)<PAGE>
Chairman of the Board of Directors and
Chief Executive Officer of Georgia-Pacific
Corporation, a manufacturer and distributor
of pulp, paper and building products.
Prior to 1993, he was President and Chief
Operating Officer of Georgia-Pacific
Corporation. He is also a director of
Sears, Roebuck and Co. and The Southern
Company. Mr. Correll is 56 and has been
a director since 1997.
David H. Hughes+ Chairman of the Board of Directors and 49,912(7)<PAGE>
Chief Executive Officer of Hughes Supply,
Inc., a distributor of construction
materials. He is also a director of Poe
& Brown, Inc. Mr. Hughes is 54.
Scott L. Chairman of the Executive Committee of 1,953,386(8)<PAGE>
Probasco, Jr SunTrust Bank, Chattanooga, a banking
subsidiary of the Company. He is also
a director of Chattem, Inc., Coca-Cola
Enterprises Inc., Provident Life and
Accident Insurance Company of America
and Provident Life Capital Corporation.
Mr. Probasco is 69 and has been a
director of the Company since 1987.
Directors Whose Term Expires in 1999
A. W. Dahlberg+ Chairman of the Board, President and 2,000(9)<PAGE>
Chief Executive Officer of The Southern
Company, an investor-owned electric
utility group. Prior to 1994, he was
President and Chief Executive Officer
of Georgia Power Company. He serves as
a director of Equifax Inc. and Protective
Life Corporation. Mr. Dahlberg is 57 and
has been a director of the Company since
1996.
L. Phillip Humann* President of the Company. He is a 531,114(10)<PAGE>
director of Coca-Cola Enterprises Inc.,
Equifax Inc. and Haverty Furniture
Companies, Inc. Mr. Humann is 52 and
has been a director of the Company since
1991.
Joseph L. Chairman of the Board and Chief Executive 17,600(11)<PAGE>
Lanier, Jr.+ Officer of Dan River, Inc., a textile
manufacturing company. He is also a
director of Dimon, Inc., Flowers Industries,
Inc. and Torchmark Corporation. Mr. Lanier
is 66.
* Member of Executive Committee of the Board of Directors
# Member of Audit Committee of the Board of Directors
+ Member of Compensation Committee of the Board of Directors
(1) Company Common Stock beneficially owned as of December 31, 1997. As
of such date, no nominee or director was a beneficial owner of more
than 1% of the outstanding shares of Company Common Stock. Except as
otherwise indicated, each director possessed sole voting and investment
power with respect to all shares set forth opposite his name.
(2) Mr. Johnston shares voting and investment power with respect to 48,000
shares. Mr. Johnston disclaims beneficial ownership of 2,587 shares.
Does not include 207 shares of Common Stock equivalents held in Mr.
Johnston's stock account under the Company's Directors Deferred
Compensation Plan.
(3) Includes 504,000 shares held by two foundations of which Mr. Prince is
a trustee. Does not include 2,128 shares of Common Stock equivalents
held in Mr. Prince's stock account under the Company's Directors
Deferred Compensation Plan.
(4) Mr. Rollins shares voting and investment power with respect to 20,168
shares.
(5) Includes 201,316 shares held for the benefit of Mr. Williams under the
Company's 401(k) Plan. Also includes 1,110,346 shares held by three
foundations of which Mr. Williams is one of five Trustees; Mr. Williams
disclaims beneficial ownership of all such shares. Mr. Williams shares
investment power with respect to 194,328 shares. Does not include
41,771 shares of Common Stock equivalents held in Mr. Williams' stock
account under the Company's 401(k) Excess Plan.
(6) Does not include 787 shares of Common Stock equivalents held in Mr.
Correll's stock account under the Company's Directors Deferred
Compensation Plan.
(7) Includes 1,672 shares held in a trust as to which Mr. Hughes has sole
voting and investment power; Mr. Hughes disclaims beneficial ownership
of such shares.
(8) Mr. Probasco has sole investment power with respect to 705,800 of such
shares and he shares investment power with respect to 1,247,586 of such
shares. Mr. Probasco disclaims beneficial ownership of 623,793 of the
shares listed.
(9) Does not include 1,585 shares of Common Stock equivalents held in Mr.
Dahlberg's stock account under the Company's Directors Deferred
Compensation Plan.
(10) Includes 23,953 shares held for the benefit of Mr. Humann under the
Company's 401(k) Plan and 9,900 shares that are the subject of
exercisable employee stock options. Mr. Humann shares investment
power with respect to 150,479 shares. Does not include 4,802 shares of
Common Stock equivalents held in Mr. Humann's stock account under the
Company's 401(k) Excess Plan.
(11) Mr. Lanier disclaims beneficial ownership of 4,000 shares.
Principal Shareholder and Management Stock Ownership
The following sets forth certain information concerning persons known
to the Company who may be considered a beneficial owner of more than 5% of
the outstanding shares of Company Common Stock as of December 31, 1997.
Shares Percent
Name and Address Beneficially Owned of Class
- ---------------- ------------------ --------
SunTrust Bank, Atlanta 23,871,361(1) (2) 11.3 %
One Park Place, N.E.
Atlanta, Georgia 30303
(1) The shares shown were held by SunTrust Bank, Atlanta, a subsidiary of
the Company, in various fiduciary or agency capacities. SunTrust Bank,
Atlanta has sole voting power with respect to 9,994,094 of such shares
and it shares voting power with respect to 958,673 of such shares, not
including shares referred to in Note 2 below. SunTrust Bank, Atlanta
has sole investment power with respect to 7,137,340 of the total shares
set forth above and it shares investment power with respect to
4,551,968 of such shares, not including the shares referred to in Note
2 below. Other bank subsidiaries of the Company may be considered the
beneficial owners of an additional 12,893,192 shares or 6.1% of the
outstanding shares of Company Common Stock at December 31, 1997, held
in various fiduciary or agency capacities. These other bank
subsidiaries of the Company have sole voting power with respect to
12,259,760 of such shares and they share voting power with respect to
548,855 of such shares; they have sole investment power with respect
to 6,498,101 of such shares and they share investment power with
respect to 5,778,861 of such shares. The Company, SunTrust Bank,
Atlanta and each other subsidiary disclaim any beneficial interest
in any of such shares.
(2) Includes 12,083,355 shares held by SunTrust Bank, Atlanta as Trustee
under the Company's 401(k) Plan. Shares of Company Common Stock
allocated to a participant's account are voted by the Trustee in
accordance with instructions from such participant. The Trustee votes
any unallocated shares of Company Common Stock and any shares for
which it has not received timely instructions in accordance with its
determination of the best interests of the participant.
The following table sets forth the number of shares of Company Common
Stock beneficially owned on December 31, 1997 by certain executive officers
of the Company and by all directors and executive officers of the Company as
a group (17 persons) and the percentage of the Company's outstanding shares
owned by such group.
Beneficial Owner Shares Beneficially Owned(1) Percent of Class(2)
- ------------------ ---------------------------- -------------------
John W. Clay, Jr. 143,513
Theodore J. Hoepner 218,933
Robert R. Long 223,469
John W. Spiegel 352,425
All Directors and
Executive Officers
as a Group 5,514,947 2.60%
_________________
(1) Includes the following shares subject to exercisable stock options:
Mr. Clay, 14,300 shares; Mr. Hoepner, 23,100 shares; Mr. Long, 23,100
shares; Mr. Spiegel, 18,700 shares; all other executive officers,
30,200 shares.
(2) Outstanding shares represent the 211,608,000 shares of Company Common
Stock outstanding on December 31, 1997, increased by the 109,400 shares
subject to employee stock options referred to in Note 1. No executive
officer owns 1% or more of the outstanding shares of Company Common
Stock.
Board Committees, Attendance and Compensation
The Company's Board of Directors has three standing committees -- the
Executive Committee, the Audit Committee and the Compensation Committee. The
Executive Committee serves as the Nominating Committee. Regular meetings of
the Board are held quarterly.
The Executive Committee has and may exercise all the lawful authority
of the full Board of Directors, except that the committee may not (1) approve,
or propose to the shareholders, any action that lawfully must be approved by
the shareholders, (2) fill vacancies on the Board of Directors or any of its
committees, (3) amend the Articles of Incorporation, or adopt, amend, or
repeal the Bylaws of the Company, or (4) approve a dissolution or merger of
the Company or the sale of all or substantially all of the assets of the
Company. The Executive Committee serves as the Nominating Committee and may
make recommendations to the Board with respect to the size and composition of
the Board, reviews the qualifications of potential candidates and recommends
nominees to the Board. The Executive Committee held 4 meetings during 1997.
The Audit Committee has the responsibility of recommending the
independent auditors; reviewing and approving the annual plans of the
independent auditors; approving the annual financial statements; reviewing
regulatory reports; and reviewing and approving the annual plan for the
internal audit department, as well as a summary report of such department's
findings and recommendations. The Audit Committee held 4 meetings during
1997.
The Compensation Committee is responsible for approving the
compensation arrangements for senior management. It is also responsible for
administration of certain employee benefit plans, including the Stock
Incentive Plans, Management Incentive Plan, Performance Unit Plan, 401(k)
Plan, 401(k) Excess Plan, Performance Bonus Plan, Retirement Plan and
Supplemental Executive Plan. The Compensation Committee held 5 meetings
during 1997.
During 1997, the Board of Directors held 8 meetings. All the Company's
directors attended at least 75% of the Board meetings and meetings of
committees on which they served. Each director who is not also an employee
of the Company or its subsidiaries received an annual retainer of $40,000 in
1997 and was paid a fee of $1,500 for each Board or committee meeting
attended. The annual retainer was increased to $45,000 effective October 1,
1997. Directors serving as directors of the Company's subsidiaries only
receive meeting attendance fees for service on those Boards. Directors may
defer fees payable to them under the Company's Directors Deferred
Compensation Plan. The return on such deferred amount is determined, at the
election of the director, as if such funds had been invested in Company
Common Stock or at a floating interest rate equal to the prime interest rate
in effect at SunTrust Bank, Atlanta computed on a quarterly basis.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Executive Officers
Executive officers are elected annually by the Board following the
Annual Meeting of Shareholders to serve for a one-year term and until their
successors are elected and qualified. The following table sets forth the name
of each executive officer of the Company and the principal positions and
offices he holds with the Company. Unless otherwise indicated, each of these
officers has served as an executive officer of the Company or a principal
subsidiary for at least five years.
Name Information about Executive Officers
- ------------------ ---------------------------------------------------------
James B. Williams Chairman of the Board and Chief Executive Officer of the
Company.
L. Phillip Humann President of the Company. Mr. Humann will become
Chairman of the Board and Chief Executive Officer of the
Company on March 21, 1998.
John W. Spiegel An Executive Vice President and Chief Financial Officer
of the Company. Mr. Spiegel is 56.
E. Jenner Wood III An Executive Vice President of the Company since November
1993 with responsibility for trust and investment
services. Prior to that time, he was an executive
officer of SunTrust Bank, Atlanta, a subsidiary bank of
the Company. Mr. Wood is 46.
John W. Clay, Jr. An Executive Vice President of the Company since 1997.
He is also Chairman of the Board and Chief Executive
Officer (since 1989) of SunTrust Banks of Tennessee,
Inc., the Company's Tennessee banking affiliate. Prior
to assuming that position, he was Chairman and Chief
Executive Officer of SunTrust Bank, Nashville. Mr. Clay
is 56.
Theodore J. Hoepner An Executive Vice President of the Company since 1997.
He has also been the Chairman, President and Chief
Executive Officer of SunTrust Banks of Florida, Inc.
since September 1995. From January 1990 until August
1995, he was Chairman, President and Chief Executive
Officer of SunTrust Bank, Central Florida. Mr. Hoepner
is 56.
Robert R. Long An Executive Vice President of the Company since 1997.
He has also been the Chairman of SunTrust Banks of
Georgia, Inc. and SunTrust Bank, Atlanta since April 1996.
Since July 1995, he has been the Chief Executive Officer
of SunTrust Banks of Georgia, Inc. and SunTrust Bank,
Atlanta. He has also been the President of SunTrust Bank,
Atlanta since 1985 and the President of SunTrust Banks of
Georgia, Inc. since October 1992. Mr. Long is 60.
______________________________
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Introduction
Decisions on compensation of the Company's executives are made by the
Compensation Committee of the Board (the "Committee"). Each member of the
Committee is a non-employee director. The Committee believes that the actions
of each executive officer have the potential to impact the short-term and
long-term profitability of the Company. Consequently, the Committee places
considerable importance on its task of designing and administering an
executive compensation program.
Objectives of Executive Compensation
The objectives of the Company's executive compensation program are to:
(1) increase shareholder value, (2) improve the overall performance of the
Company, (3) increase the success of the banking unit directly impacted by the
executive's performance, and (4) enhance the performance of the individual
executive.
Compensation Policy
The general policy underlying the Company's executive compensation
program is designed to:
- Aid the Company in attracting, retaining and motivating
high-performing executives.
- Provide competitive levels of compensation consistent with achieving
the Company's annual and long-term performance goals.
- Reward superior corporate performance.
Executive compensation is reviewed relative to that of the Company's
peer group. However, the Company's emphasis is on programs that provide
incentive compensation rewards based on the Company's performance. The peer
group is comprised of the following bank holding companies: Banc One
Corporation, Bank of Boston Corporation, First Union Corporation, Fleet
Financial Group, Inc., KeyCorp, Mellon Bank Corporation, National City
Corporation, Norwest Corporation, PNC Bank Corp., Wachovia Corporation and
Wells Fargo & Company (the "Peer Group"). Base salary will remain
conservative compared to the Peer Group with variable compensation
opportunity being a significant part of the total compensation package.
Peer Group comparative information is relevant, but the Company's position
on total compensation is driven more by the Company's performance, individual
performance and a sense of fairness. Thus, depending on the Company's
performance in any particular year, an executive officer may receive
compensation above or below the level of an officer in a competing company.
Components of Executive Compensation
The three primary components of executive compensation are:
- Base Salary
- Cash Incentive Plans
- Stock Incentive Plans
Base Salary
Base salary is designed to provide acceptable levels of compensation to
executives while helping the Company manage fixed labor expense. Therefore,
the Committee believes that executive officer base salary should be on the
conservative side of a market-competitive range. Salaries for top executives
are reviewed annually and are based on:
- Job scope and responsibilities
- Corporate, unit, and individual performance (performance
measures may include net income, earnings per share, return
on assets, return on equity, growth, achievement of specific
goals, etc.)
- Competitive rates for similar positions
- Length of service
- Subjective factors
Cash Incentive Plans
The Company maintains two incentive plans in this category:
- The Management Incentive Plan, which focuses on annual
performance goal attainment.
- The Performance Unit Plan, which focuses on performance over a
three-year period.
These variable compensation plans are designed so that: (1) the
executive receives a bonus only if the Company or applicable subsidiary
performance targets are met, and (2) a significant part of the executive's
compensation is at risk.
Management Incentive Plan
Awards under the Management Incentive Plan ("MIP") are based on
consolidated net earnings for Company participants, and on attainment
of subsidiary net income goals for subsidiary participants. These
goals are set for a one-year period, and are aimed at increasing
short-term performance. Minimum targets are set and the level of
attainment of such goals results in varying payouts. Maximum targets
reflect ambitious earnings goals which are only attainable in an
outstanding year, and thus, result in larger payouts.
Participation in MIP is limited to a group of senior managers who have
a material impact on Company performance. The participants are
selected by the Committee and include the executive officers named in
this Proxy Statement and approximately 300 other senior managers.
Awards earned under MIP are contingent upon employment with the
Company through the end of the year, except for payments made in the
event of death, retirement, disability, or in the event of a change in
control. MIP payments are presented in the Summary Compensation
Table under the heading "Bonus."
Performance Unit Plan
The Performance Unit Plan ("PUP") is aimed at motivating executives to
attain specific goals set by the Committee over a three-year period.
Approximately 160 participants are selected by the Committee to receive
units (with a target value of $30 per unit) based upon management
level, scope of position, range of incentive compensation, individual
performance and subjective factors. Two performance measurements are
set for each three-year cycle which correspond to a minimum, target,
and maximum payout value. These performance measurements are: (1) a
three-year cumulative consolidated net income goal, and (2) a
three-year cumulative earnings per share goal. At the end of each
cycle, the payout value is determined by actual net income and
earnings per share for the three-year period. The measurement which
yields the highest award is the one that is used. This method was
employed due to the Company's active share purchase program and the
desire not to penalize executives for this strategy. Straight line
interpolation is used to calculate payout values between minimum,
target, and maximum levels. These payouts are set forth in the
Summary Compensation Table under the heading "LTIP Payouts."
Stock Incentive Plans
One of the Committee's priorities is for executives to be significant
shareholders so that the interests of executives are aligned with the
interests of shareholders. The Company's executive officers have a
significant equity stake in the Company, as reflected in the beneficial
ownership information contained in this Proxy Statement.
1995 Stock Plan
The 1995 Executive Stock Plan (the "1995 Stock Plan") was adopted by
the Board in November 1994, and approved by the shareholders at the
1995 Annual Meeting. The 1995 Stock Plan provides for grants of
options to purchase Company Common Stock, restricted shares of Company
Common Stock (which may be subject to both grant and forfeiture
conditions), and grants of stock appreciation rights ("SARs"). There
are 10,000,000 shares of Company Common Stock reserved for use under
the 1995 Stock Plan, of which 5,000,000 may, but need not be, granted
as restricted stock. The 1995 Stock Plan is administered by the
Committee, which has the sole authority to grant options, SARs and
restricted stock. The 1995 Stock Plan is used by the Committee to
make stock-based incentives important factors in attracting,
retaining, and rewarding employees and to closely align employee
interests with those of the Company's shareholders.
Performance based restricted stock ("Performance Stock") is a stock
based incentive vehicle made available to executives under the 1995
Stock Plan. Performance Stock grants were made in 1996. Awards of
Performance Stock occur as the stock price increases in increments
of 20 percent over the grant date value. For each 20 percent increase
in stock price, 20 percent of the shares granted are "awarded" to the
participant. Forty percent of the shares granted in 1996 have been
awarded because the stock price has increased 40 percent. To receive
all awards under the 1996 grant, the price of the stock must double
from the price on the grant date to $91.10 per share. Performance
Stock that is awarded is held in escrow by the Company, but executives
receive dividends and voting rights on all shares awarded to them.
Awarded shares are distributed on the earliest of the following dates:
(i) 15 years after the date shares are awarded; (ii) at attaining
age 64; (iii) in the event of death or disability of a participant;
or (iv) in the event of a change in control of the Company. The
Committee believes that the plan has been effective in focusing
attention on shareholder value, and each grant of Performance Stock
has been made with the goal of additional stock price improvement.
The 1996 grant of Performance Stock is shown in the Summary
Compensation Table under the heading "Restricted Stock Award."
There were no awards of Performance Stock in 1997.
1986 Stock Plan
The Executive Stock Plan, adopted in 1986 (the "1986 Stock Plan"), was
designed to focus executives and other eligible participants on
long-term performance of the Company. No further grants will be made
under the 1986 Stock Plan. Performance Stock grants in 1990 and 1992
were also made under this plan.
401(k) Matching Contributions
The Company will match eligible employee contributions to the Company's
401(k) Plan after the employee has completed one year of service with
the Company. The matching contributions made by the Company are made
with Company Common Stock and consist of a guaranteed component and a
performance component. The performance match is determined to be
earned based on a comparison of net income or earnings per share
results to the targets established by the Committee. If the minimum
consolidated net income or earnings per share target is not achieved,
no performance match will be made for the year.
401(k) Excess Plan
The Company also maintains an unfunded 401(k) Excess Plan to provide
benefits otherwise payable to certain participants under the 401(k)
Plan which exceed the tax qualified benefits under the 401(k) Plan
as a result of certain federal tax restrictions. Under the 401(k)
Excess Plan, the Company credits to an account for each participant
an amount equal to the contribution to the 401(k) Plan that otherwise
would have been made but for federal income tax restrictions on
maximum contributions. Amounts credited to a participant's account
generally have the same investment experience as would an investment
by the participant in Company Common Stock. The Company contributed
or expensed with respect to the 401(k) Plan and the 401(k) Excess Plan
a portion of the amounts shown in the Summary Compensation Table under
the heading "All Other Compensation."
Section 162(m) of the Internal Revenue Code, as amended ("Section
162(m)"), provides that compensation in excess of $1 million paid for any year
to a corporation's chief executive officer and the four other highest paid
executive officers at the end of such year ("Covered Employees") will not
be deductible for federal income tax purposes unless certain conditions are
met. One such condition is that the compensation qualify as
"performance-based compensation." In addition to other requirements for
qualification as performance-based compensation, shareholders must be advised
of and must approve the material terms of the performance goals under which
compensation is to be paid. The Company intends that awards to Covered
Employees under the MIP, PUP and the 1995 Stock Plan qualify as
performance-based compensation within the meaning of Section 162(m). On
November 8, 1994, the Board of Directors of the Company approved the 1995
Stock Plan and certain amendments to MIP and PUP which were designed to
ensure that, to the extent possible, awards payable under the 1995 Stock Plan,
MIP and PUP would be fully deductible by the Company for purposes of Section
162(m). At the 1995 Annual Meeting, the Company's shareholders approved the
material terms of the performance goals under which compensation is paid under
the 1995 Stock Plan, MIP and PUP.
Chief Executive Officer Compensation
The executive compensation policy described above is applied in setting
Mr. Williams' compensation. Mr. Williams participates in the same executive
compensation plans available to other executive officers. The 1997 cash
compensation of Mr. Williams was $1,950,162. Over half (57%) of this amount
was earned in performance-driven incentives. Mr. Williams had a base salary
of $840,000, and earned a Management Incentive Plan award of 46% of his base
salary, or $390,162.
In keeping with the Committee's desire for the Chief Executive Officer to
maintain a long-term focus for the Company, much of Mr. Williams' variable
compensation is provided through PUP. The number of PUP units granted to Mr.
Williams for the 1995-97 PUP cycle was determined in an effort to provide a
variable compensation opportunity such that if the aggressive performance
target was achieved, Mr. Williams' total compensation would be competitive
with chief executives of companies in the Peer Group. Mr. Williams earned a
PUP award of $720,000 for the 1995-97 PUP cycle. This represented a payout
at the maximum $60 per unit value and is the result of the Company achieving
the aggressive cumulative earnings per share target that was set by the
Committee prior to the start of the 1995-97 cycle.
Summary
The Committee believes that this mix of conservative market-based
salaries, significant variable cash incentives for both long-term and
short-term performance and the potential for equity ownership in the Company
represents a balance that will motivate the management team to continue to
produce strong returns. The Committee further believes this program strikes
an appropriate balance between the interests and needs of the Company in
operating its business and appropriate rewards based on shareholder value.
Submitted by the Compensation Committee of the Company's Board of Directors.
Joseph L. Lanier, Jr., Chairman
A. W. Dahlberg
David H. Hughes
Summerfield K. Johnston, Jr.
SHAREHOLDER RETURN
Set forth below is a line graph comparing the yearly percentage change
in the cumulative total shareholder return on the Company Common Stock against
the cumulative total return of the S&P Composite-500 Stock Index and the S&P
Major Regional Bank Composite Index for the period of five years commencing
December 31, 1992 and ended December 31, 1997.
(PERFORMANCE GRAPH APPEARS HERE--SEE TABLE BELOW FOR PLOT POINTS)
December 31,
1992 1993 1994 1995 1996 1997
STI 100.00 105.59 115.15 169.30 248.52 365.85
S&P 500 100.00 110.08 111.53 153.45 188.68 251.63
S&P Banks 100.00 106.02 100.34 158.00 215.88 324.62
*Assumes that the value of the investment in Company Common Stock and
each index was $100 on December 31, 1992 and that all dividends were
reinvested.
Summary of Cash and Certain Other Compensation
The following table shows, for the fiscal years ending December 31,
1995, 1996 and 1997, the cash compensation paid by the Company and its
subsidiaries, as well as certain other compensation paid, accrued or granted
for those years, to each of the six most highly compensated executive officers
of the Company.
SUMMARY COMPENSATION TABLE
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Annual Compensation Long-Term Compensation
-------------------- -----------------------
Other Securities All
Annual Restricted Under- Other
Name and Principal Compen- Stock lying LTIP Compen-
Position Year Salary Bonus sation Award(1) Options Payouts sation(2)
_____________________________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C> <C> <C>
James B. Williams 1997 $840,000 $390,162 $135,845(3) $720,000 $38,583
Chairman of the Board and 1996 775,000 335,766 14,362 $2,797,500 720,000 25,566
Chief Executive Officer 1995 700,000 302,329 25,548 200,000 720,000 23,015
L. Phillip Humann 1997 500,000 232,239 5,786 600,000 18,946
President 1996 460,000 199,293 4,885 2,331,250 600,000 15,206
1995 425,000 183,557 10,571 33,000 600,000 13,959
John W. Spiegel 1997 380,000 176,502 2,740 360,000 15,304
Executive Vice President 1996 350,000 151,636 3,600 1,398,750 360,000 11,575
and Chief Financial Officer 1995 325,000 140,367 7,916 33,000 300,000 10,665
Theodore J. Hoepner 1997 320,000 83,089 0 240,000 12,944
Chairman of the Board of 1996 304,500 72,724 0 699,375 240,000 10,095
SunTrust Banks of Florida, Inc. 1995 280,000 34,500 4,097 33,000 240,000 8,733
John W. Clay, Jr. 1997 300.000 77,896 5,409 264,000 12,132
Chairman of the Board of 1996 287,500 68,664 5,409 699,375 240,000 9,535
SunTrust Banks of 1995 275,000 65,431 5,995 33,000 240,000 9,062
Tennessee, Inc.
Robert R. Long 1997 300,000 77,896 2,360 240,000 12,895
Chairman of the Board of 1996 262,500 62,693 2,550 699,375 240,000 8,702
SunTrust Banks of Georgia, Inc. 1995 225,500 44,534 9,466 19,800 240,000 7,385
and SunTrust Bank, Atlanta
<F1> Performance-based restricted stock ("Performance Stock") is held by the
executive officers listed above, under the Company's 1986 Stock Plan and
the 1995 Stock Plan. Three events must occur with respect to the
Performance Stock set forth above before the executive takes full title
to the Performance Stock. Shares are granted, awarded, and finally are
distributed. After Performance Stock is granted by the Compensation
Committee, 20% increments are awarded if and when there are comparable
20% increases in the average price of the Company's Common Stock from
the initial price at the time of grant. Awarded shares are distributed
on the earliest of the following dates: (i) 15 years after the date
shares are awarded to participants; (ii) at attaining age 64; (iii) in
the event of the death or disability of a participant; or (iv) in the
event of a change in control of the Company as defined in the 1986 Stock
Plan or the 1995 Stock Plan. The individuals set forth in the table
above held (were granted), subject to the terms and conditions of the
1986 Stock Plan or the 1995 Stock Plan, the number of shares of restricted
stock, including Performance Stock, with a value as of December 31, 1997,
as follows: Messrs. Williams 116,000 shares, $8,279,500; Humann
330,000 shares, $23,553,750; Spiegel 200,000 shares, $14,275,000; Hoepner
145,000 shares, $10,349,375; Clay 81,000 shares, $5,781,375; and Long
121,000 shares, $8,636,375. As described above, not all such shares have
been awarded. The price of the Company's Common Stock would have to reach
$91.10 for a certain period of time before all the shares listed in the
table above and in this footnote would be awarded. Dividends were paid
in 1997 on shares of awarded Performance Stock as follows: Messrs.
Williams $209,000; Humann $266,250; Spiegel $161,600; Hoepner $122,425;
Clay $63,225; and Long $100,225.
<F2> Amounts contributed by the Company to the 401(k) Plan and the 401(k)
Excess Plan. Also includes premiums paid on term life insurance.
<F3> Includes $100,000 paid for club expenses.
Option Exercises and Holdings
The following table sets forth information with respect to the named
executives concerning the exercise of options during 1997 and unexercised
options held as of December 31, 1997. There were no grants of options to
such executive officers during 1997.
</TABLE>
<TABLE>
AGGREGATED OPTION EXERCISES IN 1997 AND DECEMBER 31, 1997 OPTION VALUES
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at December 31, 1997 at December 31, 1997
---------------------------- ---------------------
Shares
Acquired
on Value
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- -------------------- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
James B. Williams 0 $ 0 0 200,000 $ 0 $8,225,000
L. Phillip Humann 0 0 9,900 23,100 407,138 949,988
John W. Spiegel 9,400 468,825 18,700 23,100 936,788 949,988
Theodore J. Hoepner 5,000 267,188 23,100 23,100 1,204,363 949,988
John W. Clay, Jr. 4,400 163,625 14,300 23,100 671,963 949,988
Robert R. Long 5,000 256,250 23,100 9,900 1,204,363 407,138
</TABLE>
Long-Term Incentive Plan
The following table provides information concerning the Company's
Performance Unit Plan ("PUP"). The PUP provides for the award of
performance units ("Units"), each with a target grant value, to key
employees of the Company and its subsidiaries by the Compensation
Committee. The grant value and number of Units awarded to a participant
for each performance measurement cycle is determined by the Compensation
Committee as of the grant date. The final value of the Units granted under
each award may range from zero to 200% of the grant value and will be
determined by the Compensation Committee at the end of each performance
measurement cycle based on the achievement of either consolidated net income
goals or earnings per share goals established by the Compensation Committee
for that cycle. Payment of an award earned under the PUP is contingent upon
continuous employment with the Company until the end of the award cycle,
except for payments made in the event of retirement, death, disability or a
change in control.
<TABLE>
LONG-TERM INCENTIVE PLAN - AWARDS IN 1997
<CAPTION>
Estimated Future Payouts under
Non-Stock Price-Based Plans
------------------------------
Performance
Period Until
Number Maturation
Name of Units or Payout Threshold Target Maximum
- ------------------- --------- ------------ --------- ------- --------
<S> <C> <C> <C> <C> <C>
James B. Williams 12,000 3 years $180,000 $360,000 $720,000
L. Phillip Humann 10,000 3 years 150,000 300,000 600,000
John W. Spiegel 6,000 3 years 90,000 180,000 360,000
Theodore J. Hoepner 4,600 3 years 69,000 138,000 276,000
John W. Clay, Jr. 4,600 3 years 69,000 138,000 276,000
Robert R. Long 4,600 3 years 69,000 138,000 276,000
Pension Plans
The following table shows estimated combined retirement benefits payable
to a covered participant at normal retirement age under the Company's
Retirement Plan, ERISA Excess Retirement Plan ("ERISA Excess Plan") and
Supplemental Executive Retirement Plan ("SERP") as described below.
PENSION PLAN TABLE
Years of Service
Remuneration 15 20 25 30 or More
- ------------- ---------- --------- --------- ----------
$ 500,000 300,000 300,000 300,000 300,000
600,000 360,000 360,000 360,000 360,000
700,000 420,000 420,000 420,000 420,000
800,000 480,000 480,000 480,000 480,000
900,000 540,000 540,000 540,000 540,000
1,000,000 600,000 600,000 600,000 600,000
1,100,000 660,000 660,000 660,000 660,000
1,200,000 720,000 720,000 720,000 720,000
1,600,000 960,000 960,000 960,000 960,000
1,800,000 1,080,000 1,080,000 1,080,000 1,080,000
2,000,000 1,200,000 1,200,000 1,200,000 1,200,000
2,200,000 1,320,000 1,320,000 1,320,000 1,320,000
2,400,000 1,440,000 1,440,000 1,440,000 1,440,000
The Company's Retirement Plan is a noncontributory retirement plan for
the benefit of eligible employees of the Company and its subsidiaries. The
Company has also established the ERISA Excess Plan to pay benefits to certain
Retirement Plan participants that exceed the benefits payable to such Plan
participants under the Retirement Plan as a result of federal tax
restrictions. In addition, the SERP provides benefits to certain key
employees of the Company and its subsidiaries as designated by the
Compensation Committee. The maximum annual benefits payable under the SERP
will equal 60% of the average annual income (defined as base salary, and
payments made under the Management Incentive Plan and Performance Unit Plan,
which are shown in the Summary Compensation Table) earned during the 60
consecutive months of employment preceding retirement, reduced by annual
benefits payable at retirement under the Retirement Plan, the ERISA Excess
Plan, Social Security benefits at age 65, and certain other nonqualified,
unfunded retirement arrangements maintained by the Company. Upon retirement,
the SERP benefit will be paid in the form of a lump sum that is actuarially
equivalent to a life annuity if the participant is unmarried or that is
actuarially equivalent to a 100% joint and survivor annuity if the
participant is married. Retirement benefits under the SERP vest when a
participant has completed ten years of service with the Company and is 60
years old.
The compensation earned in 1997 for the individuals named in the Summary
Compensation Table included for the computation of benefits payable under the
SERP and credited years of service is as follows: Messrs. Williams,
$1,950,162, 42 years of service; Humann, $1,332,239, 28 years of service;
Spiegel, $916,502, 32 years of service; Hoepner $643,089, 29 years of
service; Clay, $641,896, 30 years of service; and Long, $617,896, 30 years
of service.
The SERP provides that in the event of a change in control of the
Company (as defined in the SERP), all benefits accrued for participants who are
involuntarily terminated or who terminate for good reason within three years
after a change in control shall immediately vest. Under such circumstances,
benefits would be calculated using the highest compensation for any twelve
consecutive month period during the 60 consecutive month period which ends
immediately before the termination of employment. Further, the participant's
credited service may be increased under certain circumstances up to three
years. Termination for good reason means a termination made primarily
because of a failure to elect or reelect a participant to a position held
with the Company prior to the change in control or a substantial change or
reduction in responsibilities or compensation. The SERP further provides
that in the event of a termination as described above, participants in the
SERP will continue to receive health, life and disability benefit coverage
for up to two years after such termination.
Compensation Committee Interlocks and Insider Participation
Messrs. Lanier, Dahlberg, Hughes and Johnston served as members of the
Compensation Committee during all or part of 1997. During 1997, the
Company's bank subsidiaries engaged in customary banking transactions and had
outstanding loans to certain of the Company's directors, executive officers,
their associates and members of the immediate families of certain directors
and executive officers. These loans were made in the ordinary course of
business and were made on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable
transactions with others. In the opinion of management, these loans do not
involve more than the normal risk of collectibility or present other
unfavorable features. Mr. James B. Williams is a member of the Compensation
Committee of Genuine Parts Company, of which Mr. Larry L. Prince is the
Chairman of the Board and Chief Executive Officer. Mr. James B. Williams is
a member of the Compensation Committee of the Board of Directors of
Georgia-Pacific Corporation, of which Mr. Alston D. Correll is the Chairman
and Chief Executive Officer. Mr. James B. Williams is a member of the
Compensation Committee of the Board of Directors of Rollins, Inc. and RPC,
Inc., of which Mr. R. Randall Rollins is Chairman and Chief Executive Officer.
Mr. Theodore J. Hoepner is a member of the Compensation Committee of the
Board of Directors of Poe & Brown, Inc., of which Mr. J. Hyatt Brown is
Chairman, President and Chief Executive Officer.
APPROVAL OF AMENDMENT TO RESTATED ARTICLES OF INCORPORATION
(Item 2)
On February 10, 1998, the Board of Directors approved a proposal to
amend the Company's Restated Articles of Incorporation to increase the number
of shares of common stock, par value $1.00 per share, which the Company is
authorized to issue from 350,000,000 to 1,000,000,000. There will be no
change in the par value of each share of common stock and the amendment will
not affect the number of shares of preferred stock authorized, which is
50,000,000 shares. The full text of the proposed amendment to Article 5(a)
of the Restated Articles of Incorporation is set forth below:
5(a). The aggregate number of common shares (referred to
in these Articles of Incorporation as "Common Stock")
which the Corporation shall have the authority to
issue is 1,000,000,000 shares with a par value of
$1.00 per share. Each holder of Common Stock shall
be entitled to one vote for each share of
such stock held.
As of December 31, 1997, the Company had 209,909,000 shares of Common
Stock issued, of which 1,699,000 were held in the treasury of the Company.
If the proposed amendment is approved, the newly authorized but unissued
shares will be available for issuance from time to time at the discretion of
the Board of Directors for such purposes and consideration as the Board may
approve. Generally, no stockholder approval is required for the issuance of
authorized but unissued shares of Common Stock, except as provided by the
rules of the New York Stock Exchange. Stockholders have no preemptive rights
to subscribe for any of the shares which may be issued by the Company from
time to time. Unissued shares of Common Stock will be available at the
discretion of the Board of Directors for, among other things, future stock
splits, stock dividends, acquisitions, or issuance upon exercise of stock
options or to raise additional capital in public or private sales. The Board
of Directors believes that the amendment to increase the number of authorized
shares is advisable in order to give the Company additional flexibility. The
affirmative vote of a majority of the outstanding shares is necessary to adopt
the proposed amendment. The Board of Directors recommends a vote for the
amendment.
RATIFICATION OF APPOINTMENT OF AUDITORS
(Item 3)
Subject to ratification by a majority of the shares represented at the
Annual Meeting, Arthur Andersen LLP has been appointed by the Board of
Directors as auditors of the Company for 1998. Arthur Andersen LLP also
audited the Company's financial statements for 1997. Representatives of
Arthur Andersen LLP will be present at the Annual Meeting and will be given
the opportunity to make a statement, if they desire, and to respond to
questions.
The appointment of auditors is approved annually by the Board of
Directors and subsequently submitted to the shareholders for ratification.
The decision of the Board of Directors is based on the recommendation of the
Audit Committee, which reviewed both the proposed audit scope and estimated
audit fees for the coming year.
SHAREHOLDER PROPOSALS
Shareholders who intend to submit proposals to the Company's
shareholders at the 1999 Annual Meeting must submit such proposals so that
they are received by the Company no later than December 21, 1998 in order to
be considered for inclusion in the Company's 1999 proxy materials.
Shareholder proposals should be submitted to SunTrust Banks, Inc., Post Office
Box 4418, Atlanta, Georgia 30302, Attention: Corporate Secretary.
VOTING AT THE MEETING
Each shareholder of record at the close of business on February 13,
1998 is entitled to notice of and to vote at the Annual Meeting or any
adjournments thereof. Each share of Company Common Stock entitles the holder
to one vote on any matter coming before a meeting of shareholders of the
Company. On February 13, 1998, the record date for the Annual Meeting, there
were _______ shares of Company Common Stock outstanding.
A majority of the shares entitled to vote constitutes a quorum at a
meeting of the shareholders. The presence of a quorum, either in person or by
proxy, and the affirmative vote of the holders of a majority of the shares
represented and entitled to vote at the Annual Meeting is required to ratify
the appointment of auditors and to take most other actions. If a quorum is
present, the vote of a plurality of the votes cast by the shares entitled to
vote shall be necessary for the election of Directors. Shares beneficially
held in street name are counted for quorum purposes if such shares are voted
on at least one matter to be considered at the meeting. Broker non-votes are
neither counted for purposes of determining the number of affirmative votes
required for approval of proposals nor voted for or against matters presented
for shareholder consideration. Consequently, so long as a quorum is present,
such non-votes have no effect on the outcome of any vote. Abstentions with
respect to a proposal are counted for purposes of establishing a quorum.
Abstentions also are counted for purposes of determining the minimum number
of affirmative votes required for approval of proposals and, accordingly,
have the effect of a vote against those proposals. If a quorum is present,
abstentions have no effect on the outcome of voting for directors.
The cost of soliciting proxies will be borne by the Company. Corporate
Investors Communications has been retained to assist in the solicitation of
proxies for a fee of $8,000 plus expenses. Proxies may also be solicited by
employees of the Company.
The Board of Directors knows of no other matters which will be brought
before the Annual Meeting. If other matters are properly introduced, the
persons named in the enclosed proxy will vote on such matters as the Board
recommends.
February 20, 1998
<PAGE>
PROXY
Annual Meeting of Shareholders to be Held April 21, 1998.
This Proxy is Solicited by the Board of Directors.
The undersigned hereby appoints James D. Camp, Jr., Joseph L. Lanier, Jr.
and John W. Spiegel, and each of them, proxies with full power of
substitution, to vote for the undersigned all shares of the Common Stock of
SunTrust Banks, Inc. (the "Company") that the undersigned would be entitled
to vote if personally present at the Annual Meeting of Shareholders to be
held on Tuesday, April 21, 1998, at 9:30 A.M. local time, in Room 10 of the
SunTrust Bank, Atlanta, Tower, 25 Park Place, N.E., Atlanta, Georgia, and at
any adjournments thereof, upon the matters described below and in the
accompanying Proxy Statement dated February 20, 1998, and upon any other
business that may properly come before such Annual Meeting or any
adjournments thereof.
Pursuant to the Proxy Statement, said proxies are directed to vote as
indicated below, and otherwise as the Board of Directors may recommend with
respect to any other business that may properly come before the meeting or at
any adjournment thereof.
THIS PROXY WILL BE VOTED AS DIRECTED, OR, IF NO DIRECTION IS INDICATED,
WILL BE VOTED "FOR" EACH OF THE FOLLOWING PROPOSALS.
1. Proposal to elect as Directors: Summerfield K. Johnston, Jr., Larry L.
Prince, R. Randall Rollins and James B. Williams to serve until the
Annual Meeting of Shareholders in 2001, and M. Douglas Ivester to serve
until the Annual Meeting of Shareholders in 1999.
[ ] FOR all nominees listed above (except as indicated to the contrary)
[ ] WITHHOLD AUTHORITY to vote for nominees listed above
INSTRUCTIONS: To withhold authority to vote for any individual nominee,
write his name on the line below:
_____________________________________________________________________________
2. Proposal to amend SunTrust Banks, Inc.'s Restated Articles of
Incorporation to increase the number of authorized shares of
common stock.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(Continued and to be signed on the other side)
=============================================================================
=============================================================================
(continued from other side)
3. Proposal to ratify the appointment of Arthur Andersen LLP as auditors of
the Company for 1998.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
The undersigned acknowledges receipt of a copy of the Notice of Annual
Meeting of Shareholders and Proxy Statement dated February 20, 1998.
______________________________________
______________________________________
Signature(s) of Shareholder
Date ___________________________, 1998
IMPORTANT: Please date and sign this
Proxy exactly as your name or names
appear hereon; if shares are held
jointly, all joint owners must sign.
An executor, administrator, trustee,
guardian, or other person signing in
a representative capacity, must give
his or her full title. A corporation
must sign in full corporate name by
its president or other authorized
officer. A partnership must sign in
partnership name by an authorized
person.
</TABLE>
