SUNTRUST BANKS INC
S-4, 1998-08-14
NATIONAL COMMERCIAL BANKS
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    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 14, 1998
                                                     REGISTRATION NO. 333 -
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                   FORM S-4
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                                ---------------
                             SUNTRUST BANKS, INC.
            (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>
               GEORGIA                               6711                       58-1575035
<S>                                     <C>                              <C>
    (State or other jurisdiction of     (Primary Standard Industrial        (I.R.S. Employer
     incorporation or organization)      Classification Code Number)     Identification Number)
</TABLE>

                           303 PEACHTREE STREET, N.E.
                             ATLANTA, GEORGIA 30308
                                (404) 588-7711
         (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)
                                ---------------
                               RAYMOND D. FORTIN
                   SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                           303 PEACHTREE STREET, N.E.
                             ATLANTA, GEORGIA 30308
                                (404) 588-7711
(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                                  COPIES TO:

<TABLE>
<S>                            <C>                          <C>
       C. WILLIAM BAXLEY         LATHAN M. EWERS, JR.            WILLIAM S. RUBENSTEIN
         KING & SPALDING           HUNTON & WILLIAMS        SKADDEN, ARPS, SLATE, MEAGHER &
      191 PEACHTREE STREET       951 EAST BYRD STREET                   FLOM LLP
    ATLANTA, GEORGIA 30303           P.O. BOX 1535                  919 THIRD AVENUE
         (404) 572-4600        RICHMOND, VIRGINIA 23219         NEW YORK, NEW YORK 10022
                                    (804) 788-8200                   (212) 735-3000
</TABLE>

                                ---------------
        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable following the effectiveness of this Registration
                                  Statement.
     If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
     If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
                                ---------------
                        CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
     TITLE OF EACH CLASS                        PROPOSED MAXIMUM     PROPOSED MAXIMUM         AMOUNT OF
       OF SECURITIES TO         AMOUNT TO BE     OFFERING PRICE          AGGREGATE          REGISTRATION
        BE REGISTERED          REGISTERED (1)     PER SHARE (2)     OFFERING PRICE (2)         FEE (2)
<S>                           <C>              <C>                <C>                    <C>
Common Stock,
  $1.00 par value per share..   115,516,315    $ 60.84375         $ 7,028,445,790.78     $ 2,073,391.51
</TABLE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) This amount is based upon the number of shares of Common Stock anticipated
    to be issued upon consummation of the transactions contemplated in the
    Amended and Restated Agreement and Plan of Merger dated as of July 20,
    1998, by and among SunTrust Banks, Inc., Crestar Financial Corporation
    ("Crestar") and SMR Corporation (Va.).

(2)  Estimated solely for the purpose of calculating the registration fee and
    computed pursuant to Rules 457(f)(1) and 457(c) under the Securities Act
    of 1933, as amended, based on the average of the high and low sale prices
    of Crestar common stock on the New York Stock Exchange on August 11, 1998
    ($60.84375).
     THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

[SunTrust Logo]                                           [Crestar Logo]


                                                                   ----- , 1998

     Dear Fellow Shareholders,

     The Boards of Directors of SunTrust Banks, Inc. and Crestar Financial
Corporation have agreed on a merger transaction which will result in the
acquisition of Crestar by SunTrust. This merger will create the tenth largest
bank holding company, measured by total assets, in the United States. The
combined company will have expanded geographic operations in six states and
Washington, D.C. and will be better positioned to be a strong competitor in the
rapidly changing and consolidating financial services industry.

     If you approve the merger, Crestar will become a wholly owned subsidiary
of SunTrust and Crestar shareholders will receive 0.96 shares of SunTrust
common stock for each share of Crestar common stock they own. SunTrust
shareholders will continue to hold their existing shares of SunTrust common
stock after the merger. We estimate that, upon completion of the merger,
approximately 34% of the outstanding SunTrust common stock will be owned by
current Crestar shareholders and approximately 66% will be owned by persons who
are SunTrust shareholders just before the merger is completed.

     AFTER CAREFUL CONSIDERATION THE BOARDS OF DIRECTORS OF SUNTRUST AND
CRESTAR HAVE DETERMINED THAT THE MERGER IS IN THE BEST INTERESTS OF THEIR
RESPECTIVE SHAREHOLDERS, AND EACH BOARD UNANIMOUSLY RECOMMENDS VOTING FOR
APPROVAL OF THE MERGER AGREEMENT AND THE TRANSACTIONS PROVIDED FOR IN THE
MERGER AGREEMENT.

     YOUR VOTE IS VERY IMPORTANT. We cannot complete the merger unless the
shareholders of both companies approve the merger agreement and, in the case of
SunTrust, the issuance of SunTrust common stock in the merger.

     We have each scheduled special meetings for our shareholders to vote on
the merger agreement. Whether or not you plan to attend your shareholder
meeting, please take the time to vote by completing and mailing the enclosed
proxy card to us. Crestar shareholders also may vote by telephone by calling
1-800-840-1208 (complete instructions are on your proxy card). If you sign,
date and mail your proxy card without indicating how you want to vote, your
proxy will be counted as a vote in favor of the transaction. If you do not
return your card (or, in the case of Crestar shareholders, you do not return
your card or vote by telephone), the effect will be a vote against the merger.
If your shares are held in "street name," you must instruct your broker in
order to vote.

     The dates, times and places of the special meetings are as follows:

     

             For SunTrust shareholders:
             --------- , ------- , 1998, ---  a.m.

             -----------------------------
             -----------------------------

For Crestar shareholders:
- --------- , ------- , 1998,---  a.m.

- -----------------------------
- -----------------------------
       

     The document accompanying this letter contains additional information
regarding the merger agreement, the proposed merger and the two companies. We
encourage you to read this entire document carefully. You can also obtain more
information about SunTrust and Crestar in documents we have filed with the
Securities and Exchange Commission.

     We strongly support this strategic combination between SunTrust and
Crestar and appreciate your prompt attention to this very important matter.





<TABLE>
<S>                             <C>
  L. Phillip Humann             Richard G. Tilghman
  Chairman of the Board and     Chairman of the Board and
  Chief Executive Officer       Chief Executive Officer
  SunTrust Banks, Inc.          Crestar Financial Corporation
</TABLE>

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE. THE SECURITIES OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS,
DEPOSITS OR OTHER OBLIGATIONS OF A BANK OR SAVINGS ASSOCIATION AND ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT
AGENCY.
 
 
     THE DATE OF THIS JOINT PROXY STATEMENT/PROSPECTUS IS              , 1998
AND IT IS FIRST BEING MAILED TO SHAREHOLDERS ON OR ABOUT       , 1998.
<PAGE>

                             SUNTRUST BANKS, INC.
                              303 PEACHTREE STREET
                             ATLANTA, GEORGIA 30308
                                ---------------
                   NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                        To Be Held On           , 1998




     A Special Meeting of Shareholders of SunTrust Banks, Inc. ("SunTrust")
will be held on           , 1998, at       a.m., at               , for the
following purposes:

   (1) To consider and vote upon a proposal to approve and adopt the Amended
     and Restated Agreement and Plan of Merger (the "Merger Agreement"), dated
     as of July 20, 1998, by and among SunTrust, Crestar Financial Corporation
     ("Crestar") and SMR Corporation (Va.), a wholly owned subsidiary of
     SunTrust ("Sub"), and the transactions contemplated thereby, including the
     merger of Sub with and into Crestar (the "Merger") and the issuance of
     shares of common stock, par value $1.00 per share, of SunTrust pursuant to
     the Merger (the "Stock Issuance"); and
   (2) To transact such other business as may properly come before the Special
     Meeting or any adjournment or postponement of the meeting.

     THE SUNTRUST BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SUNTRUST
SHAREHOLDERS VOTE FOR THE PROPOSAL TO APPROVE AND ADOPT THE MERGER AGREEMENT
AND THE STOCK ISSUANCE. PLEASE READ THE ACCOMPANYING JOINT PROXY
STATEMENT/PROSPECTUS FOR A DETAILED DESCRIPTION OF THE PROPOSAL.

     Only holders of record of SunTrust common stock as of the close of
business on         , 1998, are entitled to notice of and to vote at the
Special Meeting and any adjournments or postponements of the meeting. SunTrust
will make available at the Special Meeting a list of shareholders entitled to
vote at the meeting for examination by any shareholder, his agent or his
attorney.

   We direct your attention to the documents submitted with this Notice.


                                                       By Order of the Board of
                                                       Directors



                                                       -------------------
                                                       Raymond D. Fortin
                                                       Secretary


Atlanta, Georgia
        , 1998


     WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, WE URGE
YOU TO DATE, SIGN AND RETURN PROMPTLY THE ENCLOSED PROXY IN THE ACCOMPANYING
ENVELOPE. YOU MAY REVOKE YOUR PROXY AT ANY TIME PRIOR TO ITS EXERCISE IN THE
MANNER PROVIDED IN THE ACCOMPANYING DOCUMENT.
<PAGE>

[CFC Letterhead]
                                                                  [Crestar Logo]


                   NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                                        , 1998


     A Special Meeting of shareholders of Crestar Financial Corporation
("Crestar") will be held at        a.m. on        , 1998 at           to
consider the following matters:

   (1) The proposal to approve the Amended and Restated Agreement and Plan of
     Merger (the "Merger Agreement") dated as of July 20, 1998, by and among
     Crestar, SunTrust Banks, Inc. and SMR Corporation (Va.), a wholly owned
     subsidiary of SunTrust ("Sub"), which agreement provides for Sub to merge
     with and into Crestar; and

     (2) Any other business properly brought before the Special Meeting or any
adjournment or postponement thereof.

     YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF THE
APPROVAL OF THE MERGER AGREEMENT.

     Only Crestar shareholders of record at the close of business on        ,
1998 are entitled to notice of, and to vote at, this Special Meeting and any
adjournments or postponements thereof. A list of shareholders entitled to vote
will be available at Crestar's offices for a period of ten days prior to the
Special Meeting, as well as at the Special Meeting, for examination by any
shareholder, his agent or his attorney.

     Your attention is directed to the Joint Proxy Statement/Prospectus
delivered with this Notice.

                        By Order of the Board of Directors



 
                     Linda F. Rigsby
                     Corporate Secretary

Richmond, Virginia
        , 1998

     REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON,
YOU ARE URGED TO VOTE PROMPTLY BY CALLING 1-800-840-1208 OR BY DATING, SIGNING
AND RETURNING THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE. YOU MAY REVOKE
YOUR PROXY AT ANY TIME PRIOR TO ITS EXERCISE IN THE MANNER PROVIDED IN THE
ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS.
<PAGE>

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

                    QUESTIONS AND ANSWERS ABOUT THE MERGER

     

Q:   WHY IS CRESTAR BEING ACQUIRED BY SUNTRUST?

A:   Both the Crestar Board and the SunTrust Board believe the Merger is in the
best interests of their respective companies and will provide significant
benefits to their respective shareholders, customers and employees. The Boards
believe the Merger will create a company with enhanced financial performance
which will be better positioned to be a strong competitor in the rapidly
changing and consolidating financial services industry. To review the
background and reasons for the Merger in greater detail, see pages 16 through
21.

Q:   WHAT WILL I RECEIVE IN THE MERGER?

A:   CRESTAR SHAREHOLDERS. Crestar Shareholders will receive 0.96 shares of
SunTrust Common Stock in exchange for each share of Crestar Common Stock they
hold. This is the "Exchange Ratio."

      SunTrust will not issue fractional shares in the Merger. Instead, Crestar
Shareholders will receive a cash payment, without interest, for the value of
any fraction of a share of SunTrust Common Stock that they would otherwise be
entitled to receive based upon the market value (as determined in the Merger
Agreement) of a share of SunTrust Common Stock at the time of the Merger.

      The SunTrust Common Stock and cash in lieu of fractional shares that
Crestar Shareholders are entitled to receive in the Merger are referred to as
the "Merger Consideration."

      SUNTRUST SHAREHOLDERS. Each share of SunTrust Common Stock held by
SunTrust Shareholders will continue to represent one share of SunTrust Common
Stock following the Merger. After the Merger, Crestar's former shareholders
will own approximately 34% of SunTrust's outstanding shares of Common Stock and
current SunTrust Shareholders will own approximately 66% of SunTrust's
outstanding shares of Common Stock.

FOR EXAMPLE:

             o IF YOU OWN 100 SHARES OF CRESTAR COMMON STOCK, THEN AFTER THE
      MERGER YOU WILL RECEIVE 96 SHARES OF SUNTRUST COMMON STOCK.

             o IF YOU OWN 10 SHARES OF CRESTAR COMMON STOCK, THEN AFTER THE
      MERGER YOU WILL RECEIVE 9 SHARES OF SUNTRUST COMMON STOCK AND A CHECK FOR
      THE MARKET VALUE OF 0.6 TIMES THE MARKET VALUE OF ONE SHARE OF SUNTRUST
      COMMON STOCK.

             o IF YOU OWN 100 SHARES OF SUNTRUST COMMON STOCK, THEN AFTER THE
      MERGER THOSE SHARES WILL CONTINUE TO REPRESENT 100 SHARES OF SUNTRUST
      COMMON STOCK.


Q:   WHAT WILL MY DIVIDENDS BE AFTER THE MERGER?

A:   After the Merger, SunTrust senior management intends to recommend to the
SunTrust Board, which will include four current Crestar directors, that the
annual dividend on SunTrust Common Stock be increased to $1.32 per share,
effective as of the first quarterly dividend date to occur after the Merger.
$1.32 is the amount that Crestar has recently paid as a regular annual dividend
to its shareholders. This amounts to a pro forma equivalent dividend per share
for current Crestar Shareholders of $1.2672. SunTrust cannot, however, assure
these payments. The SunTrust Board will use its discretion to decide whether
and when to declare dividends and in what amount, and it will consider all
relevant factors in doing so.

Q:   WHAT RISKS SHOULD I CONSIDER?

A:   You should review "Risk Factors" on page 11.

      You should also review the factors considered by each
company's Board of Directors. See "The Merger -- Background of and Reasons for
the Merger" (page 16).

Q:   WHAT HAPPENS AS THE MARKET PRICE OF SUNTRUST COMMON STOCK FLUCTUATES?

A:   The Exchange Ratio is fixed at 0.96. Since the market value of SunTrust
Common Stock will fluctuate before and after the closing of the Merger, the
value of the SunTrust Common Stock that Crestar Shareholders will receive in
the Merger will fluctuate as well and could increase or decrease. You should
obtain current market prices for shares of SunTrust Common Stock and shares of
Crestar Common Stock.

Q:   WHEN IS THE MERGER EXPECTED TO BE COMPLETED?

A:   We are working to complete the Merger during the fourth quarter of 1998.

Q:   WHAT ARE THE TAX CONSEQUENCES OF THE MERGER TO ME?

A:   CRESTAR SHAREHOLDERS. We expect that the exchange of shares by Crestar
Shareholders generally will be tax-free to Crestar Shareholders for U.S.
federal income tax purposes. Crestar Shareholders will, however, have to pay
taxes on cash received for fractional shares. To review the tax consequences to
Crestar Shareholders in greater detail, see pages 37 through 38.

      YOUR TAX CONSEQUENCES WILL DEPEND ON YOUR PERSONAL SITUATION. YOU SHOULD
CONSULT YOUR TAX ADVISOR FOR A FULL UNDERSTANDING OF THE TAX CONSEQUENCES OF
THE MERGER TO YOU.

      SUNTRUST SHAREHOLDERS. The Merger will have no tax consequences to
SunTrust Shareholders.

Q:   WHAT AM I BEING ASKED TO VOTE UPON?

A:   CRESTAR SHAREHOLDERS: You are being asked to approve the Merger Agreement
which provides for the
<PAGE>

acquisition of Crestar through a merger of a SunTrust subsidiary into Crestar,
following which Crestar will become a wholly owned subsidiary of SunTrust.
Approval of the proposal requires the affirmative vote of more than two-thirds
of the outstanding shares of Crestar Common Stock.

      THE CRESTAR BOARD HAS UNANIMOUSLY APPROVED AND ADOPTED THE MERGER
AGREEMENT AND RECOMMENDS VOTING FOR THE APPROVAL OF THE MERGER AGREEMENT.

      SUNTRUST SHAREHOLDERS: You are being asked to approve and adopt the
Merger Agreement and the transactions contemplated thereby, including the
issuance of SunTrust Common Stock to Crestar Shareholders. Approval of the
proposal requires the affirmative vote of a majority of the shares voted, so
long as the shares voted represent over 50% of the shares entitled to vote.

      THE SUNTRUST BOARD HAS UNANIMOUSLY APPROVED AND ADOPTED THE MERGER
AGREEMENT AND THE STOCK ISSUANCE AND RECOMMENDS VOTING FOR THE APPROVAL AND
ADOPTION OF THE MERGER AGREEMENT AND THE STOCK ISSUANCE.

Q:   WHAT SHOULD I DO NOW?

A:   Just indicate on your proxy card how you want to vote, and sign and mail
it in the enclosed envelope as soon as possible, so that your shares will be
represented at your Meeting. If you are a Crestar Shareholder, you also may
vote by telephone by calling 1-800-840-1208. We have included on your proxy
card instructions for voting by telephone.

      If you sign and send in your proxy and do not indicate how you want to
vote, your proxy will be voted in favor of the proposal to approve and adopt
the Merger Agreement and, in the case of SunTrust Shareholders, the Stock
Issuance. If you are a Crestar Shareholder and you do not sign and send in your
proxy (or vote by telephone) or you abstain, it will have the effect of a vote
against the Merger. If you are a SunTrust Shareholder and you do not sign and
send in your proxy or you abstain, your shares will not be counted as having
voted at the SunTrust Meeting.

      The Crestar Meeting and the SunTrust Meeting will take place on
                , 1998 at       a.m. and      a.m., respectively. You may
attend your shareholders' meeting and vote your shares in person, rather than
voting by proxy. In addition, you may withdraw your proxy up to and including
the day of your shareholders' meeting by following the directions on pages 13
and 14 and either change your vote or attend your shareholders' meeting and
vote in person.

Q:   IF MY SHARES ARE HELD IN "STREET NAME" BY MY BROKER, WILL MY BROKER VOTE
MY SHARES FOR ME?

A:   Your broker will vote your shares of Crestar Common Stock or SunTrust
Common Stock only if you provide instructions on how to vote. You should
instruct your broker how to vote your shares, following the directions your
broker provides. If you do not provide instructions to your broker, your shares
will not be voted. If you are a Crestar Shareholder and do not provide
instructions to your broker, your shares will not be voted and this will have
the effect of voting against the Merger.

Q:   SHOULD I SEND IN MY STOCK CERTIFICATES NOW?

A:   No. If you are a Crestar Shareholder, after the Merger is completed we
will send you written instructions for exchanging your Crestar Common Stock
certificates for SunTrust Common Stock certificates. If you are a SunTrust
Shareholder, the Merger will not require you to take any action regarding your
SunTrust Common Stock certificates.


                      WHO CAN HELP ANSWER YOUR QUESTIONS

      If you want additional copies of this document, or if you want to ask any
questions about the Merger, you should contact:


                            SUNTRUST SHAREHOLDERS:
                    Corporate Investor Communications, Inc.
                               111 Commerce Road
                       Carlstadt, New Jersey 07072-2586
                           Telephone: (201) 896-1900


                             CRESTAR SHAREHOLDERS:
                             D.F. King & Co., Inc.
                                77 Water Street
                         New York, New York 10005-4495
                           Telephone: (800) 769-6414
<PAGE>

          CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

     SunTrust and Crestar have each made forward-looking statements in this
document (and in certain documents that are incorporated by reference in this
document) that are subject to risks and uncertainties. These statements are
based on the beliefs and assumptions of the respective company's management,
and on information currently available to such management. Forward-looking
statements include the information concerning possible or assumed future
results of operations of SunTrust and/or Crestar set forth under "Questions and
Answers About the Merger," "Summary," "The Merger -- Background of and Reasons
for the Merger," "Management and Operations After the Merger" and "Unaudited
Pro Forma Condensed Combined Financial Statements," and statements preceded by,
followed by or that include the words "believes, "expects," "anticipates,"
"intends," "plans," "estimates" or similar expressions.

     In particular, we have made statements in this document regarding expected
cost savings from the Merger, estimated restructuring charges relating to the
Merger, the anticipated accretive effect of the Merger and SunTrust's
anticipated performance in future periods. With respect to estimated cost
savings and restructuring charges, SunTrust has made certain assumptions
regarding, among other things, the extent of operational overlap between
SunTrust and Crestar, the amount of general and administrative expense
consolidation, costs relating to converting Crestar bank operations and data
processing to SunTrust's systems, the size of anticipated reductions in fixed
labor costs, the amount of severance expenses, the extent of the charges that
may be necessary to align the companies' respective accounting reserve policies
and the costs related to the Merger. The realization of cost savings and the
amount of restructuring charges are subject to the risk that the foregoing
assumptions are inaccurate.

     Moreover, any statements in this document regarding the anticipated
accretive effect of the Merger and SunTrust's anticipated performance in future
periods are subject to risks relating to, among other things, that: (i)
expected cost savings from the Merger may not be fully realized or realized
within the expected time-frame; (ii) revenues following the Merger may be lower
than expected, or deposit attrition, operating costs or customer loss and
business disruption following the Merger may be greater than expected; (iii)
competitive pressures among depository and other financial institutions may
increase significantly; (iv) costs of difficulties related to the integration
of the businesses of SunTrust and Crestar may be greater than expected; (v)
changes in the interest rate environment may reduce margins; (vi) general
economic or business conditions, either nationally or in the states or regions
in which SunTrust and Crestar do business, may be less favorable than expected,
resulting in, among other things, a deterioration in credit quality or a
reduced demand for credit; (vii) legislative or regulatory changes, including
changes in accounting standards, may adversely affect the businesses in which
SunTrust and Crestar are engaged; (viii) changes may occur in the securities
markets; and (ix) competitors of SunTrust and Crestar may have greater
financial resources and develop products that enable such competitors to
compete more successfully than SunTrust and Crestar. Management of SunTrust
believes these forward-looking statements are reasonable; however, undue
reliance should not be placed on such forward-looking statements, which are
based on current expectations.

     Forward-looking statements are not guarantees of performance. They involve
risks, uncertainties and assumptions. The future results and shareholder values
of SunTrust following completion of the Merger may differ materially from those
expressed in these forward-looking statements. Many of the factors that will
determine these results and values are beyond SunTrust's and Crestar's ability
to control or predict. In addition, SunTrust and Crestar do not have any
intention or obligation to update forward-looking statements after they
distribute this document, even if new information, future events or other
circumstances have made them incorrect or misleading. For those statements,
SunTrust and Crestar claim the protection of the safe harbor for
forward-looking statements contained in the Private Securities Litigation
Reform Act of 1995.
<PAGE>

                               TABLE OF CONTENTS
     




<TABLE>
<CAPTION>
                                                             PAGE
                                                          ---------
<S>                                                       <C>
SUMMARY ...............................................        1
   The Companies ......................................        1
   The Meetings .......................................        1
   Record Date; Voting Power ..........................        1
   Votes Required .....................................        1
   Share Ownership of Management ......................        1
   Recommendations ....................................        2
   Opinions of Financial Advisors .....................        2
   Terms of the Merger Agreement ......................        2
   Stock Option Agreements ............................        3
   Interests of Certain Persons in the Merger .........        3
   Directors of SunTrust Following the Merger .........        3
   Accounting Treatment ...............................        3
   Resales of SunTrust Common Stock ...................        4
   Regulatory Approvals ...............................        4
   Appraisal Rights ...................................        4
   Differences in the Rights of Shareholders ..........        4
   Market Price and Dividend Information ..............        4
   Selected Financial Data ............................        6
RISK FACTORS ..........................................       11
   Fixed Merger Consideration Despite Potential
     Change in Relative Stock Prices ..................       11
   Uncertainties in Integrating Business Operations
     and Realizing Enhanced Earnings ..................       11
THE MEETINGS ..........................................       12
   General ............................................       12
   SunTrust Meeting ...................................       12
   Crestar Meeting ....................................       13
THE MERGER ............................................       16
   Structure of the Merger ............................       16


</TABLE>
<TABLE>
<CAPTION>
                                                             PAGE
                                                          ---------
<S>                                                       <C>
   Background of and Reasons for the Merger ...........       16
   Opinions of Financial Advisors .....................       21
   Exchange of Crestar Common Stock for SunTrust
     Common Stock .....................................       27
   Terms of the Merger Agreement ......................       28
   Interests of Certain Persons in the Merger .........       32
   Accounting Treatment ...............................       34
   Resales of SunTrust Common Stock ...................       35
   Regulatory Approvals ...............................       35
   Appraisal Rights ...................................       37
   Certain Federal Income Tax Consequences ............       37
   The Stock Option Agreements ........................       38
   Crestar Rights Agreement ...........................       42
MANAGEMENT AND OPERATIONS AFTER
THE MERGER ............................................       43
COMPARATIVE RIGHTS OF
SHAREHOLDERS ..........................................       44
EXPERTS ...............................................       52
LEGAL MATTERS .........................................       52
SHAREHOLDER PROPOSALS .................................       52
WHERE YOU CAN FIND MORE
   INFORMATION ........................................       53
UNAUDITED PRO FORMA CONDENSED
   COMBINED FINANCIAL INFORMATION .....................       55
ANNEXES
Annex A -- Merger Agreement ...........................      A-1
Annex B -- Opinion of Lehman Brothers Inc. ............      B-1
Annex C -- Opinion of Morgan Stanley & Co.
           Incorporated ...............................      C-1
</TABLE>

<PAGE>

                                    SUMMARY

     THIS SUMMARY HIGHLIGHTS SELECTED INFORMATION FROM THIS DOCUMENT AND MAY
NOT CONTAIN ALL THE INFORMATION THAT IS IMPORTANT TO YOU. FOR A MORE COMPLETE
UNDERSTANDING OF THE MERGER AND FOR A MORE COMPLETE DESCRIPTION OF THE LEGAL
TERMS OF THE MERGER, YOU SHOULD READ THIS ENTIRE DOCUMENT CAREFULLY, AS WELL AS
THE ADDITIONAL DOCUMENTS TO WHICH WE REFER YOU, INCLUDING THE MERGER AGREEMENT.
SEE "WHERE YOU CAN FIND MORE INFORMATION" (PAGE 53).

     

THE COMPANIES

SUNTRUST BANKS, INC.
303 Peachtree Street
Atlanta, Georgia 30308
(404) 588-7711

      SunTrust is a bank holding company based in Atlanta, Georgia. SunTrust
offers traditional deposit and credit services as well as trust and investment
services through 697 full-service banking offices in Florida, Georgia,
Tennessee and Alabama. SunTrust also provides, through various subsidiaries,
credit cards, mortgage banking, credit-related insurance, data processing and
information services, discount brokerage and investment banking services.

CRESTAR FINANCIAL CORPORATION
919 East Main Street
Richmond, Virginia 23261
(804) 782-5000

      Crestar is the holding company for Crestar Bank with 396 banking offices
in Virginia, Maryland and the District of Columbia. Crestar also provides,
through various subsidiaries, insurance, equipment and automobile leasing,
mortgage banking and full-service securities and investment advisory services.

THE MEETINGS (PAGES 12 AND 14)

      SUNTRUST. The SunTrust Meeting will be held at ------- , at -------
 a.m., local time, on ----------- , 1998. At the SunTrust Meeting, SunTrust
Shareholders will be asked to consider and vote upon a proposal to approve and
adopt the Merger Agreement and approve the issuance of SunTrust Common Stock in
connection with the Merger.

      CRESTAR. The Crestar Meeting will be held at ----------- , at -------
 a.m., local time, on ----------- , 1998. At the Crestar Meeting, Crestar
Shareholders will be asked to consider and vote upon a proposal to approve and
adopt the Merger Agreement.


RECORD DATE; VOTING POWER (PAGES 12 AND 14)

      SUNTRUST. You are entitled to vote at the SunTrust Meeting if you owned
shares on ----------- , 1998, the SunTrust Record Date. As of such date, there
were ---  shares of SunTrust Common Stock issued and outstanding held by
approximately ---  holders of record. SunTrust Shareholders are entitled to one
vote per share on any matter that may properly come before the SunTrust
Meeting.

      CRESTAR. You are entitled to vote at the Crestar Meeting if you own
shares on ----------- , 1998, the Crestar Record Date. On such date, there were
- ---  shares of Crestar Common Stock issued and outstanding held by
approximately ---  holders of record. Crestar Shareholders are entitled to one
vote per share on any matter that may properly come before the Crestar Meeting.
 


VOTES REQUIRED (PAGES 12 AND 14)

      SUNTRUST. Approval by the SunTrust Shareholders of the proposal to
approve and adopt the Merger Agreement and the issuance of SunTrust Common
Stock will require a greater number of votes cast in favor of the proposal than
the number of votes cast opposing such proposal, so long as the total number of
votes cast on the proposal represents over 50% of the shares entitled to vote.

      CRESTAR. Approval by the Crestar Shareholders of the proposal to approve
and adopt the Merger Agreement will require the affirmative vote of more than
two-thirds of the shares of Crestar Common Stock outstanding on the Crestar
Record Date.

SHARE OWNERSHIP OF MANAGEMENT (PAGES 13 AND 14)

      On the SunTrust Record Date, the executive officers and directors of
SunTrust, including their affiliates, beneficially owned an aggregate of ---
 shares of SunTrust Common Stock, or approximately --- % of the shares of
SunTrust Common Stock then outstanding. On the SunTrust Record Date, directors
and executive officers of SunTrust beneficially owned ------- shares of Crestar
Common Stock.

      On the Crestar Record Date, the executive officers and directors of
Crestar, including their affiliates, beneficially owned an aggregate of ---
 shares of Crestar Common Stock, or approximately --- % of the shares of
Crestar Common Stock then outstanding. On the Crestar Record Date, directors
and executive officers of Crestar beneficially owned ------- shares of SunTrust
Common Stock.

      We currently expect that such directors and executive officers of
SunTrust and Crestar will vote the shares of SunTrust Common Stock and Crestar
Common Stock, respectively, owned by them FOR the proposal to approve and adopt
the Merger Agreement and the transactions contemplated thereby, including, in
the case of SunTrust, the issuance of SunTrust Common Stock pursuant to the
Merger.


                                       1
<PAGE>

RECOMMENDATIONS (PAGES 13 AND 14)

      The SunTrust Board and the Crestar Board have each unanimously approved
and adopted the Merger Agreement, and each Board recommends a vote FOR approval
of the Merger Agreement and the transactions contemplated thereby. You also
should refer to the reasons that each of the SunTrust Board and the Crestar
Board considered in determining whether to approve and adopt the Merger
Agreement on pages 16-21.


OPINIONS OF FINANCIAL ADVISORS (PAGE 21)

      SUNTRUST. Lehman Brothers Inc., financial advisor to SunTrust, rendered
an opinion dated as of July 20, 1998 to the SunTrust Board that as of such date
the Exchange Ratio was fair to SunTrust from a financial point of view. A copy
of the fairness opinion, setting forth the information reviewed, assumptions
made and matters considered, is attached to this document as Annex B. SunTrust
Shareholders should read the fairness opinion of Lehman Brothers in its
entirety.

      CRESTAR. Morgan Stanley & Co. Incorporated, financial advisor to Crestar,
rendered an opinion dated as of July 19, 1998 to the Crestar Board that as of
such date, the Exchange Ratio was fair to the Crestar Shareholders from a
financial point of view. A copy of the fairness opinion, setting forth the
information reviewed, assumptions made and matters considered, is attached to
this document as Annex C. Crestar Shareholders should read the fairness opinion
of Morgan Stanley in its entirety.


TERMS OF THE MERGER AGREEMENT (PAGE 28)

      THE MERGER AGREEMENT IS ATTACHED TO THIS DOCUMENT AS ANNEX A. WE
ENCOURAGE YOU TO READ THE MERGER AGREEMENT IN ITS ENTIRETY. IT IS THE LEGAL
DOCUMENT THAT GOVERNS THE MERGER.

      GENERAL. The Merger Agreement provides that Sub will be merged with and
into Crestar, with Crestar becoming a wholly owned subsidiary of SunTrust.

      EXCHANGE RATIO. As a result of the Merger, Crestar Shareholders will
receive 0.96 shares of SunTrust Common Stock for each share of Crestar Common
Stock they own. SunTrust will not issue fractional shares. Instead, Crestar
Shareholders will receive a check equal to the amount of any fractional share
they would otherwise receive.

      EFFECTIVE TIME. The Merger will become effective upon the filing of
articles of merger with the State Corporation Commission of Virginia. The
Merger Agreement provides that the parties will file such articles of merger as
soon as practicable following the satisfaction or waiver of the conditions to
the Merger.

      CONDITIONS TO THE MERGER. The completion of the Merger depends upon the
satisfaction of a number of conditions, including:

      o approval of the Merger Agreement by the Crestar Shareholders and the
         SunTrust Shareholders;

      o receipt of listing approval from the New York Stock Exchange for the
         SunTrust Common Stock to be issued in the Merger;

      o receipt of all necessary authorizations, orders and consents of
         governmental authorities and the expiration of any regulatory waiting
         periods;

      o effectiveness of the registration statement of SunTrust relating to the
         shares of SunTrust Common Stock to be issued to Crestar Shareholders
         in the Merger, of which this document forms a part;

      o receipt from Arthur Andersen LLP and KPMG Peat Marwick LLP of letters
         confirming that the Merger qualifies for pooling of interests
         accounting treatment; and

      o receipt of opinions of Crestar's and SunTrust's counsel that the Merger
         will be treated for U.S. federal income tax purposes as a
         reorganization within the meaning of Section 368(a) of the Internal
         Revenue Code of 1986, as amended.

      Any condition may be waived by the appropriate party.

      TERMINATION. Either Crestar or SunTrust may call off the Merger under
certain circumstances, including if:

      o both parties consent in writing;

      o the Merger is not completed before March 31, 1999;

      o legal restraints prevent the Merger;

      o the Crestar Shareholders or the SunTrust Shareholders do not approve
         the Merger Agreement;

      o the other party breaches in a material manner any of the
         representations or warranties or any covenant or agreement it has
         under the Merger Agreement and such breach is not cured within 30 days
         of notice to such party; or

      o any condition to such party's obligations under the Merger Agreement
         has not been met or waived at a time when such condition could no
         longer be satisfied.

      In addition, SunTrust may call off the Merger if the Crestar Board (i)
withdraws, or modifies in a manner adverse to SunTrust, its approval or
recommendation of the Merger Agreement or the Merger or (ii) approves,
recommends or causes Crestar to enter into any agreement with respect to any
merger, consolidation, share exchange,


                                       2
<PAGE>

joint venture, business combination or similar transaction involving Crestar or
any subsidiary of Crestar, or any purchase of all or any material portion of
the assets of Crestar or any subsidiary of Crestar.

      FEES AND EXPENSES. SunTrust and Crestar will pay their own fees, costs
and expenses incurred in connection with the Merger Agreement except that they
will equally divide printing and mailing costs associated with this document
and all filing and registration fees. In addition, each of Crestar and SunTrust
have agreed that if the Merger Agreement is terminated under certain
circumstances, including the withdrawal by the Crestar Board of its
recommendation to the Crestar Shareholders with respect to the Merger or the
failure of the SunTrust Shareholders or Crestar Shareholders, respectively, to
approve the Merger Agreement at their respective special meetings, then,
depending upon the reason for termination, either Crestar or SunTrust, as
applicable, will reimburse all out-of-pocket expenses and fees of the other
party relating to the transactions contemplated by the Merger Agreement.


STOCK OPTION AGREEMENTS (PAGE 38)

      As an inducement to SunTrust to enter into the Merger Agreement, Crestar
granted SunTrust an irrevocable option to purchase from Crestar up to
22,338,161 shares of Crestar Common Stock at a price of $62.875 per share.

      As an inducement to Crestar to enter into the Merger Agreement, SunTrust
granted Crestar an irrevocable option to purchase from SunTrust up to
21,097,697 shares of SunTrust Common Stock at a price of $87.00 per share.

      The grantee of each of the options discussed above may exercise such
option only under certain limited and specifically defined circumstances (none
of which, to the best knowledge of SunTrust and Crestar, has occurred as of the
date of this document). At the request of the holder of each option, under
certain circumstances, the issuer of that option will repurchase for a formula
price such option and any shares of the issuer's common stock purchased upon
the exercise of the option and beneficially owned by such holder at that time.

      The purchase of any shares of Crestar Common Stock or SunTrust Common
Stock, as the case may be, pursuant to the options is subject to compliance
with applicable law, including receipt of any approvals under the Bank Holding
Company Act of 1956, as amended, and the rules and regulations promulgated
thereunder.

      Certain aspects of the options may have the effect of discouraging
parties who might be interested in acquiring all of or a significant interest
in Crestar or SunTrust, as the case may be, from considering or proposing such
an acquisition, even if such persons, in the case of an acquisition with
respect to Crestar, were prepared to offer to pay consideration to the Crestar
Shareholders that had a higher value than the shares of SunTrust Common Stock
to be received for each share of Crestar Common Stock in the Merger.


INTERESTS OF CERTAIN PERSONS IN THE MERGER (PAGE 32)

      A number of directors and executive officers of Crestar have interests in
the Merger as employees and/or directors that are different from, or in
addition to, yours as a Crestar Shareholder. If the Merger takes place, then
certain directors and members of the senior management of Crestar will become
members of the SunTrust Board and will remain as senior management of Crestar
and/or become members of senior management of SunTrust. In addition, if the
Merger takes place, options to purchase Crestar Common Stock held by Crestar's
directors and officers will be automatically converted into options to acquire
shares of SunTrust Common Stock adjusted to account for the Exchange Ratio.
Also, certain indemnification arrangements and directors' and officers'
liability insurance for existing directors and officers of Crestar will be
continued by SunTrust and by Crestar after the Merger. SunTrust has also
entered into employment agreements with Mr. Richard G. Tilghman, currently the
Chairman of the Board and Chief Executive Officer of Crestar, and Mr. James M.
Wells III, currently the President and Chief Operating Officer of Crestar,
which would become effective if the Merger takes place. The Crestar Board
recognized these interests and determined that they did not affect the benefits
of the Merger to the Crestar Shareholders.


DIRECTORS OF SUNTRUST FOLLOWING THE MERGER (PAGES 32 AND 43)

      The Merger Agreement provides that Mr. Tilghman will become a member of
the SunTrust Board, and SunTrust has agreed that he will be named as Vice
Chairman of the SunTrust Board. In addition, SunTrust has agreed to appoint
three additional persons who are currently members of the Crestar Board to the
SunTrust Board.


ACCOUNTING TREATMENT (PAGE 34)

      We expect the Merger to be accounted for as a pooling of interests, which
means that we will treat our companies as if they had always been combined for
accounting and financial reporting purposes. In order to comply with certain
accounting requirements for pooling of interests transactions, SunTrust has
ceased its share repurchase program and will need to reissue certain shares of
SunTrust Common Stock.


                                       3
<PAGE>

RESALES OF SUNTRUST COMMON STOCK (PAGE 35)

      Shares of SunTrust Common Stock received by Crestar Shareholders in the
Merger will be freely transferable by the holders, except for those shares held
by holders who may be deemed to be "affiliates" (generally including directors,
certain executive officers and holders of ten percent or more of SunTrust
Common Stock) of Crestar or SunTrust under applicable federal securities laws.
Both Crestar and SunTrust have agreed to provide to the other the written
agreements of certain "affiliates" of each of them that such "affiliates" will
not dispose of their shares of Crestar Common Stock and SunTrust Common Stock,
except in compliance with the Securities Act of 1933 and applicable accounting
rules governing pooling of interests.


REGULATORY APPROVALS (PAGE 35)

      SunTrust and Crestar are both required to make certain filings with or
obtain approvals from certain regulatory authorities to effect the Merger.
These consents and approvals include the approval of the Federal Reserve Board
under the Bank Holding Company Act of 1956, as well as approvals of or notices
to certain other state agencies and other authorities.

      An application and notice was filed with the Federal Reserve Board on
______, 1998. All other necessary applications and notices have been filed or
are in the process of being filed.

      We cannot predict whether or when we will obtain all required regulatory
approvals or whether any approvals will include adverse conditions that would
cause the parties to call off the Merger.


APPRAISAL RIGHTS (PAGE 37)

      Neither SunTrust nor Crestar Shareholders will have the right to an
appraisal of the value of their shares of SunTrust Common Stock or Crestar
Common Stock, respectively, in the Merger.


DIFFERENCES IN THE RIGHTS OF SHAREHOLDERS (PAGE 44)

      SunTrust is incorporated under the laws of the State of Georgia and
Crestar is incorporated under the laws of the Commonwealth of Virginia. Crestar
Shareholders, upon completion of the Merger, will become SunTrust Shareholders,
and their rights as such will be governed by Georgia law and SunTrust's
articles of incorporation and bylaws.

 
                     MARKET PRICE AND DIVIDEND INFORMATION

COMPARATIVE MARKET PRICE DATA

     The following table presents trading information for SunTrust Common Stock
and Crestar Common Stock on the New York Stock Exchange on July 17, 1998 and
- ------- , 1998. July 17, 1998 was the last full trading day prior to our
announcement of the signing of the Merger Agreement. ----- , 1998 was the last
practicable trading day for which information was available prior to the date
of this document.



<TABLE>
<CAPTION>
                                      SUNTRUST                            CRESTAR COMMON
                                    COMMON STOCK                              STOCK
                                 (DOLLARS PER SHARE)                   (DOLLARS PER SHARE)
                        ------------------------------------- --------------------------------------
                            HIGH        LOW         CLOSE         HIGH          LOW         CLOSE
                        ----------- ----------- ------------- ------------ ------------- -----------
<S>                     <C>         <C>         <C>           <C>          <C>           <C>
July 17, 1998 .........   $ 87.75     $ 86.50     $ 87.4375     $ 64.875     $ 61.4375     $ 64.00
- ---- , 1998 ...........



<CAPTION>
                                  SUNTRUST COMMON
                                STOCK PRICE X 0.96
                                (DOLLARS PER SHARE)
                        -----------------------------------
                            HIGH        LOW        CLOSE
                        ----------- ----------- -----------
<S>                     <C>         <C>         <C>
July 17, 1998 .........   $ 84.24     $ 83.04     $ 83.94
- ---- , 1998 ...........
</TABLE>

     We urge you to obtain current market quotations for SunTrust Common Stock
and Crestar Common Stock. We expect that the market price of SunTrust Common
Stock will fluctuate between the date of this document and the date on which
the Merger is completed and thereafter. Because the number of shares of
SunTrust Common Stock to be received by Crestar Shareholders in the Merger is
fixed and the market price of SunTrust Common Stock is subject to fluctuation,
the value of the shares of SunTrust Common Stock that Crestar Shareholders will
receive in the Merger may increase or decrease prior to and after the Merger.
See "Risk Factors -- Fixed Merger Consideration Despite Potential Change in
Relative Stock Prices."


                                       4
<PAGE>

HISTORICAL MARKET PRICES AND DIVIDENDS
     SUNTRUST. SunTrust Common Stock is listed on the New York Stock Exchange
under the symbol "STI." On the SunTrust Record Date, there were approximately
- ---  holders of record of SunTrust Common Stock. The following table sets forth
for the calendar quarter indicated the high and low sales prices per share of
SunTrust Common Stock as reported on the New York Stock Exchange, and the
dividends per share of SunTrust Common Stock, through August 13, 1998. The
prices per share of SunTrust Common Stock set forth below have been adjusted to
reflect a two-for-one stock split completed in May 1996.

<TABLE>
<CAPTION>
                                                                                 DIVIDENDS
QUARTER ENDED                                           HIGH          LOW        DECLARED
- -------------------------------------------------   -----------   -----------   ----------
<S>                                                 <C>           <C>           <C>
1996:
First quarter ...................................    $  38.38      $  32.00     $.20
Second quarter ..................................       38.00         33.25      .20
Third quarter ...................................       41.50         34.88      .20
Fourth quarter ..................................       52.50         40.88      .225
1997:
First quarter ...................................    $  54.75      $  46.13     $.225
Second quarter ..................................       59.00         44.13      .225
Third quarter ...................................       70.44         54.75      .225
Fourth quarter ..................................       75.25         61.13      .25
1998:
First quarter ...................................    $  77.44      $  65.25      .25
Second quarter ..................................       83.44         73.38      .25
Third quarter (through August 13, 1998) .........       87.75         64.00        N/A
</TABLE>

     CRESTAR. Crestar Common Stock is listed on the New York Stock Exchange
under the symbol "CF." On the Crestar Record Date, there were approximately --
 holders of record of Crestar Common Stock. The following table sets forth for
the calendar quarter indicated the high and low sales prices per share of
Crestar Common Stock as reported on the New York Stock Exchange, and the
dividends per share of Crestar Common Stock, through August 13, 1998. The
prices per share of Crestar Common Stock set forth below have been adjusted to
reflect a two-for-one stock split completed in January 1997.

<TABLE>
<CAPTION>
                                                                                 DIVIDENDS
QUARTER ENDED                                           HIGH          LOW        DECLARED
- -------------------------------------------------   -----------   -----------   ----------
<S>                                                 <C>           <C>           <C>
1996:
First quarter ...................................    $  29.81      $  26.50      $  .225
Second quarter ..................................       29.19         26.63         .26
Third quarter ...................................       30.69         26.19         .26
Fourth quarter ..................................       37.75         29.00         .53
1997:
First quarter ...................................    $  38.75      $  34.38         .00
Second quarter ..................................       42.63         33.63         .29
Third quarter ...................................       49.19         39.25         .29
Fourth quarter ..................................       57.25         43.00         .29
1998:
First quarter ...................................    $  60.81      $  49.00         .29
Second quarter ..................................       63.13         52.38         .33
Third quarter (through August 13, 1998) .........       75.13         54.75         .33
</TABLE>

DIVIDEND POLICY OF SUNTRUST

     The SunTrust Board and senior management of SunTrust are aware that a
difference exists in the annual dividends per share paid by SunTrust and
Crestar. After the Merger, SunTrust senior management intends to recommend to
the SunTrust Board, which will include four current Crestar directors, that the
annual dividend on SunTrust Common Stock be increased to $1.32 per share,
effective as of the first quarterly dividend date to occur after the Merger.
$1.32 is the amount that Crestar has recently paid as a regular annual dividend
to its shareholders. At this rate, the pro forma equivalent dividend per share
for current Crestar Shareholders would be $1.2672 annually. SunTrust cannot,
however, assure these payments. The SunTrust Board will use its discretion to
decide whether and when to declare dividends and in what amount, and it will
consider all relevant factors in doing so.


                                       5
<PAGE>

                            SELECTED FINANCIAL DATA

     The following tables show financial results actually achieved by each of
SunTrust and Crestar (the "historical" figures). The tables also show results
as if the companies had been combined for the periods presented (the "pro forma
combined" figures). Pro forma combined figures are simply arithmetical
combinations of SunTrust's and Crestar's separate financial results; you should
not assume that SunTrust and Crestar would have achieved the pro forma combined
results if they had actually been combined during the periods presented. See
"Unaudited Pro Forma Condensed Combined Financial Information" (page 55).

     SunTrust's annual historical figures are derived from financial statements
audited by Arthur Andersen LLP, independent public accountants of SunTrust.
Crestar's annual historical figures are derived from financial statements
audited by KPMG Peat Marwick LLP, independent auditors of Crestar, whose report
refers to their reliance on another auditor's report with respect to amounts
related to Citizens Bancorp for 1996 and 1995 included in Crestar's
consolidated financial statements (Crestar acquired Citizens Bancorp on
December 31, 1996). The annual historical information presented below should be
read together with the consolidated audited financial statements of SunTrust
and Crestar incorporated in this document by reference. See "Where You Can Find
More Information" (page 53). Figures for the six months ended June 30, 1998 and
1997 are unaudited, but SunTrust and Crestar each believes that its own
six-month figures reflect all normal recurring adjustments necessary for a fair
presentation of the financial position and results of operations for those
periods. You should not assume that the results for the first six months of
1998 are indicative of results for any future period.

     We expect to incur restructuring and merger-related expenses as a result
of combining our companies. We also anticipate that the Merger will provide the
combined company with financial benefits such as reduced operating expenses and
the opportunity to earn additional revenue. However, none of these anticipated
expenses or benefits has been factored into the pro forma combined income
statement information. For that reason, the pro forma combined information,
while helpful in illustrating the financial attributes of the combined company
under one set of assumptions, does not attempt to predict or suggest future
results.


                                       6
<PAGE>

COMPARATIVE UNAUDITED PER SHARE DATA



<TABLE>
<CAPTION>
                                                                            AS OF OR FOR THE YEAR ENDED
                                                      AS OF OR FOR THE             DECEMBER 31,
                                                      SIX MONTHS ENDED   ---------------------------------
                                                       JUNE 30, 1998        1997        1996        1995
                                                     -----------------   ---------   ---------   ---------
<S>                                                  <C>                 <C>         <C>         <C>
EARNINGS PER SHARE OF COMMON STOCK:
SunTrust
 Historical
   Diluted .......................................           1.73            3.13        2.76        2.47
   Basic .........................................           1.76            3.17        2.80        2.49
 Pro forma combined ..............................
   Diluted .......................................           1.68            3.04        2.52        2.32
   Basic .........................................           1.71            3.09        2.56        2.34
Crestar
 Historical
   Diluted .......................................           1.52            2.77        1.95        1.92
   Basic .........................................           1.54            2.80        1.97        1.95
 Pro Forma Equivalent (1)
   Diluted .......................................           1.61            2.92        2.42        2.23
   Basic .........................................           1.64            2.97        2.46        2.25
CASH DIVIDENDS DECLARED PER SHARE OF COMMON STOCK:
SunTrust
 Historical ......................................           .500            .925        .825        .740
 Pro forma combined (2) ..........................           .500            .925        .825        .740
Crestar
 Historical (3) ..................................           .620            .870       1.275        .875
 Pro forma equivalent (1) ........................           .480            .888        .792        .710
BOOK VALUE PER SHARE AT PERIOD END:
SunTrust
 Historical ......................................         28.32           24.77       22.13       18.91
 Pro Forma Combined ..............................         25.65           22.91       20.43       18.24
Crestar
 Historical ......................................         19.65           18.49       16.20       16.12
 Pro Forma equivalent (1) ........................         24.62           21.99       19.61       17.51
</TABLE>

- ---------
(1) Pro forma equivalent amounts for the Merger are calculated by multiplying
    the pro forma combined amounts of SunTrust by the Exchange Ratio of 0.96.

(2) Pro forma combined dividends per share represent historical dividends per
  share paid by SunTrust.

(3) Crestar declared five quarterly dividends in 1996 and three quarterly
    dividends in 1997. Crestar, however, paid four quarterly dividends in each
    year.


                                       7
<PAGE>

SUNTRUST HISTORICAL CONSOLIDATED FINANCIAL DATA



<TABLE>
<CAPTION>
                                                          AS OF OR FOR THE
                                                          SIX MONTHS ENDED
                                                              JUNE 30,
                                              -----------------------------------------
                                                      1998                 1997
                                              -------------------- --------------------
SUMMARY OF OPERATIONS                         (DOLLARS IN MILLIONS EXCEPT PER SHARE DATA)
<S>                                           <C>                  <C>
Interest and dividend income ................    $  1,935.2           $  1,761.5
Interest expense ............................         948.9                829.3
                                                 ----------           ----------
Net interest income .........................         986.3                932.2
Provision for loan losses ...................          62.1                 55.4
                                                 ----------           ----------
Net interest income after provision for
 loan losses ................................         924.2                876.8
Noninterest income ..........................         583.2                453.9
Noninterest expense .........................         953.8                827.3
                                                 ----------           ----------
Income before provision for income tax                553.6                503.4
Provision for income taxes ..................         187.7                176.9
                                                 ----------           ----------
Net income ..................................    $    365.9                326.5
                                                 ==========           ==========
Net interest income (taxable-equivalent)         $  1,002.2           $    951.2
PER COMMON SHARE (1)
Net income-diluted ..........................    $      1.73          $      1.51
Net income-basic ............................           1.76                 1.53
Dividends paid ..............................          0.500                0.450
SELECTED AVERAGE BALANCES
Total assets (2) ............................    $ 59,147.6           $ 52,706.8
Earnings assets (2) .........................      54,198.4             48,571.6
Loans (5) ...................................      40,991.8             36,450.6
Deposits ....................................      36,394.0             35,800.7
Realized shareholders' equity ...............       3,374.1              3,178.4
Total shareholders' equity (2) ..............       5,587.1              4,987.4
AT PERIOD END
Total assets (2) ............................    $ 61,393.4           $ 55,462.8
Earning assets (2) ..........................      55,774.7             50,638.9
Loans (5) ...................................      41,647.3             37,684.3
Reserve for loan losses .....................         762.6                739.8
Deposits ....................................      36,982.6             35,832.9
Long-term debt ..............................       4,547.9              2,699.2
Realized shareholders' equity ...............       3,292.3              3,076.6
Total shareholders' equity (2) ..............       5,911.6              5,140.7
RATIOS AND OTHER DATA
ROA (2) .....................................           1.33%  (3)           1.32%  (3)
ROE (2) .....................................          21.87   (3)          20.71   (3)
Net interest margin (2) .....................           3.99   (3)           4.20   (3)
Efficiency ratio ............................           60.2                 58.9
Tier 1 capital ratio (4) ....................           7.16                 7.60
Total capital ratio (4) .....................          13.67                11.00
Tier 1 leverage ratio (4) ...................           6.80                 6.77
Total shareholders' equity to assets ........           9.63                 9.27
Nonperforming assets to total loans plus
 other real estate owned ....................           0.39 (3)             0.57   (3)
Common dividend payout ratio ................           28.7 (3)             29.5   (3)
Full-time equivalent employees ..............           21,737               20,993
Average common shares-diluted (in
 thousands) .................................          211,186              215,886
Average common shares-basic (in
 thousands) .................................          207,886              212,762



<CAPTION>
                                                                           AS OF OR FOR THE
                                                                       YEAR ENDED DECEMBER 31,
                                              --------------------------------------------------------------------------
                                                   1997           1996           1995           1994           1993
                                              -------------- -------------- -------------- -------------- --------------
SUMMARY OF OPERATIONS                                        (DOLLARS IN MILLIONS EXCEPT PER SHARE DATA)
<S>                                           <C>            <C>            <C>            <C>            <C>
Interest and dividend income ................  $   3,650.8    $   3,246.0    $   3,027.2    $   2,552.3    $   2,362.3
Interest expense ............................      1,756.4        1,461.8        1,350.8          932.5          790.7
                                               -----------    -----------    -----------    -----------    -----------
Net interest income .........................      1,894.4        1,784.2        1,676.4        1,619.8        1,571.6
Provision for loan losses ...................        117.0          115.9          112.1          137.8          189.1
                                               -----------    -----------    -----------    -----------    -----------
Net interest income after provision for
 loan losses ................................      1,777.4        1,668.3        1,564.3        1,482.0        1,382.5
Noninterest income ..........................        934.2          818.0          713.1          699.9          726.5
Noninterest expense .........................      1,685.6        1,583.1        1,451.5        1,400.0        1,408.4
                                               -----------    -----------    -----------    -----------    -----------
Income before provision for income tax             1,026.0          903.2          825.9          781.9          700.6
Provision for income taxes ..................        358.7          286.6          260.4          259.2          226.9
                                               -----------    -----------    -----------    -----------    -----------
Net income ..................................        667.3          616.6          565.5          522.7          473.7
                                               ===========    ===========    ===========    ===========    ===========
Net interest income (taxable-equivalent)       $   1,931.0    $   1,824.3    $   1,726.0    $   1,675.6    $   1,634.4
PER COMMON SHARE (1)
Net income-diluted ..........................  $      3.13    $      2.76    $      2.47    $      2.25    $      1.99
Net income-basic ............................         3.17           2.80           2.49           2.28           2.01
Dividends paid ..............................        0.925          0.825          0.740          0.660          0.580
SELECTED AVERAGE BALANCES
Total assets (2) ............................  $  54,272.0     $ 47,718.8     $ 43,072.6     $ 40,489.2     $ 37,524.9
Earnings assets (2) .........................     50,001.6       44,024.4       39,780.4       37,094.6       34,050.7
Loans (5) ...................................     37,516.2       32,792.5       29,709.3       26,412.6       24,162.8
Deposits ....................................     35,915.3       34,241.3       31,808.7       30,877.8       29,683.3
Realized shareholders' equity ...............      3,158.4        3,263.9        3,052.3        2,960.1        2,875.1
Total shareholders' equity (2) ..............      5,018.0        4,621.5        3,905.2        3,571.5        2,877.2
AT PERIOD END
Total assets (2) ............................  $  57,982.7     $ 52,468.2     $ 46,471.5     $ 42,709.1     $ 40,728.4
Earning assets (2) ..........................     53,055.3       47,771.0       42,403.1       38,962.2       37,139.8
Loans (5) ...................................     40,135.5       35,404.2       31,301.4       28,548.9       25,292.1
Reserve for loan losses .....................        751.8          725.8          698.9          647.0          561.2
Deposits ....................................     38,197.5       36,890.4       33,183.2       32,218.4       30,485.8
Long-term debt ..............................      3,171.8        1,565.3        1,002.4          930.4          630.4
Realized shareholders' equity ...............      3,150.5        3,278.2        3,111.0        2,883.3        2,845.8
Total shareholders' equity (2) ..............      5,199.4        4,880.0        4,269.6        3,453.3        3,609.6
RATIOS AND OTHER DATA
ROA (2) .....................................          1.30%          1.35%          1.36%          1.32%          1.26%
ROE (2) .....................................         21.13          18.89          18.53          17.66          16.48
Net interest margin (2) .....................          4.11           4.36           4.49           4.64           4.80
Efficiency ratio ............................          58.8           59.9           59.5           58.9           59.7
Tier 1 capital ratio (4) ....................          7.22           7.46           7.78           7.95           8.88
Total capital ratio (4) .....................         12.48          10.87           9.71          10.05          10.55
Tier 1 leverage ratio (4) ...................          6.49           6.40           6.71           6.68           6.82
Total shareholders' equity to assets ........          8.97           9.30           9.19           8.09           8.86
Nonperforming assets to total loans plus
 other real estate owned ....................          0.37           0.72           0.80           0.96           1.61
Common dividend payout ratio ................          29.3           29.8           29.8           30.1           30.6
Full-time equivalent employees ..............        21,227         20,863         19,415         19,408         19,532
Average common shares-diluted (in
 thousands) .................................       213,480        223,486        229,544        232,078        237,805
Average common shares-basic (in
 thousands) .................................       210,243        220,364        226,665        229,317        235,189
</TABLE>

- ---------
(1) Per common share data has been restated to reflect SunTrust's two-for-one
    stock split, which was effected by means of a stock dividend in May 1996.

(2) Total assets, earning assets and total shareholders' equity include net
    unrealized securities gains. The calculations of ROA, ROE and net interest
    margin exclude this gain due to the fact that the net unrealized gain is
    not included in income.

(3) These amounts have been annualized.

(4) These ratios are calculated in accordance with the rules of the Federal
Reserve Board.

(5) Includes loan balances classified as loans held for sale.

                                       8
<PAGE>

                CRESTAR HISTORICAL CONSOLIDATED FINANCIAL DATA



<TABLE>
<CAPTION>
                                                              AS OF OR FOR THE
                                                              SIX MONTHS ENDED
                                                                  JUNE 30,
                                                                 (UNAUDITED)
                                                 -------------------------------------------
                                                         1998                  1997
                                                 -------------------- ----------------------
SUMMARY OF OPERATIONS                            (DOLLARS IN MILLIONS EXCEPT PER SHARE DATA)
<S>                                              <C>                  <C>
Interest and dividend income ...................    $      871.3         $      774.4
Interest expense ...............................           410.9                336.4
                                                    ------------         ------------
Net interest income ............................           460.4                438.0
Provision for loan losses ......................            44.9                 65.7
                                                    ------------         ------------
Net interest income after provision for loan
 losses ........................................           415.5                372.3
Noninterest income .............................           225.2                214.5
Noninterest expense ............................           372.7                359.1
                                                    ------------         ------------
Income before provision for income tax .........           268.0                227.7
Provision for income taxes .....................            95.7                 80.1
                                                    ------------         ------------
Net income .....................................    $      172.3         $      147.6
                                                    ============         ============
Net interest income (taxable-equivalent) .......    $      466.6         $      443.3
PER COMMON SHARE (1)
Net income-diluted .............................    $       1.52        $        1.32
Net income-basic ...............................            1.54                 1.34
Dividends paid .................................           0.620                0.560
SELECTED AVERAGE BALANCES
Total assets (2) ...............................    $   24,632.8         $   21,470.5
Earnings assets (2) ............................        22,583.3             19,570.6
Loans (3) ......................................        17,338.2             14,548.3
Deposits .......................................        16,781.0             15,611.7
Realized shareholders' equity ..................         2,096.1              1,850.0
Total shareholders' equity (2) .................         2,097.0              1,814.3
AT PERIOD END
Total assets (2) ...............................    $   26,161.2         $   22,809.8
Earning assets (2) .............................        23,805.2             20,500.5
Loans (3) ......................................        18,127.6             14,901.8
Reserve for loan losses ........................           246.0                279.2
Deposits .......................................        17,870.2             15,846.5
Long-term debt .................................           947.7                819.1
Realized shareholders' equity ..................         2,199.2              1,929.0
Total shareholders' equity (2) .................         2,205.6              1,900.1
RATIOS AND OTHER DATA
ROA (as reported) (2) ..........................             1.40%(4)             1.37%  (4)
ROA (conformed) (5) ............................             1.40 (4)             1.37   (4)
ROE (as reported) (2) ..........................            16.43 (4)            16.27   (4)
ROE (conformed) (5) ............................            16.44 (4)            15.95   (4)
Net interest margin (as reported) (2) ..........             4.13 (4)             4.54   (4)
Net interest margin (conformed) (5) ............             4.13 (4)             4.52   (4)
Efficiency ratio ...............................            53.9                 54.6
Tier 1 capital ratio (6) .......................            10.15                10.66
Total capital ratio (6) ........................            13.12                13.39
Tier 1 leverage ratio (6) ......................             8.80                 9.25
Total shareholders' equity to assets ...........             8.51                 8.45
Nonperforming assets to total loans plus
 other real estate owned .......................             0.42 (4)         0.62 (4)
Common dividend payout ratio ...................            40.2  (4)            42.0    (4)
Full-time equivalent employees .................            8,125                  7,960
Average common shares-diluted (in
 thousands) ....................................          113,354                111,573
Average common shares-basic (in thousands)                111,928                110,394



<CAPTION>
                                                                              AS OF OR FOR THE
                                                                          YEAR ENDED DECEMBER 31,
                                                 --------------------------------------------------------------------------
                                                      1997           1996           1995           1994           1993
                                                 -------------- -------------- -------------- -------------- --------------
SUMMARY OF OPERATIONS                                           (DOLLARS IN MILLIONS EXCEPT PER SHARE DATA)
<S>                                              <C>            <C>            <C>            <C>            <C>
Interest and dividend income ...................  $   1,575.6    $   1,563.4    $   1,491.9    $   1,300.8    $   1,175.9
Interest expense ...............................        699.3          697.1          677.0          522.9          468.6
                                                  -----------    -----------    -----------    -----------    -----------
Net interest income ............................        876.3          866.3          814.9          777.9          707.3
Provision for loan losses ......................        108.1           95.9           66.3           36.5           63.3
                                                  -----------    -----------    -----------    -----------    -----------
Net interest income after provision for loan
 losses ........................................        768.2          770.4          748.6          741.4          644.0
Noninterest income .............................        421.4          333.2          320.1          286.0          271.2
Noninterest expense ............................        714.2          780.3          718.2          697.9          650.4
                                                  -----------    -----------    -----------    -----------    -----------
Income before provision for income tax .........        475.4          323.3          350.5          329.5          264.8
Provision for income taxes .....................        165.6          105.0          134.6          114.3           85.2
                                                  -----------    -----------    -----------    -----------    -----------
Net income .....................................  $     309.8    $     218.3    $     215.9    $     215.2    $     179.6
                                                  ===========    ===========    ===========    ===========    ===========
Net interest income (taxable-equivalent) .......  $     887.5    $     876.3    $     826.1    $     790.1    $     722.1
PER COMMON SHARE (1)
Net income-diluted .............................  $      2.77    $      1.95    $      1.92    $      1.93    $      1.60
Net income-basic ...............................         2.80           1.97           1.95           1.95           1.62
Dividends paid .................................        1.140          1.005          0.875          0.765          0.570
SELECTED AVERAGE BALANCES
Total assets (2) ...............................  $  21,809.7     $ 21,588.0     $ 20,435.8     $ 19,380.1     $ 17,824.2
Earnings assets (2) ............................     19,863.1       19,719.3       18,603.1       17,674.9       16,153.5
Loans (3) ......................................     15,074.7       14,465.3       14,049.6       12,219.1       10,380.0
Deposits .......................................     15,738.9       16,048.2       15,431.5       15,145.8       13,983.9
Realized shareholders' equity ..................      1,904.8        1,801.4        1,725.3        1,575.4        1,475.0
Total shareholders' equity (2) .................      1,881.9        1,776.7        1,716.7        1,561.3        1,475.0
AT PERIOD END
Total assets (2) ...............................  $  24,928.5     $ 22,861.9     $ 22,332.6     $ 20,167.7     $ 18,924.1
Earning assets (2) .............................     22,539.2       20,740.1       20,045.8       18,226.4       17,304.1
Loans (3) ......................................     16,641.7       14,708.5       14,721.0       13,435.3       11,392.1
Reserve for loan losses ........................        281.4          268.9          274.4          265.2          254.7
Deposits .......................................     16,369.3       15,671.2       16,297.0       15,200.0       14,432.2
Long-term debt .................................        831.4          859.3          671.3          715.1          604.0
Realized shareholders' equity ..................      2,060.6        1,800.8        1,772.4        16,40.9        1,510.1
Total shareholders' equity (2) .................      2,059.8        1,779.5        1,785.6        1,601.5        1,510.1
RATIOS AND OTHER DATA
ROA (as reported) (2) ..........................         1.42%          1.01%          1.06%          1.11%          1.01%
ROA (conformed) (5) ............................         1.42           1.01           1.06           1.11           1.01
ROE (as reported) (2) ..........................        16.46          12.28          12.58          13.78          12.18
ROE (conformed) (5) ............................        16.26          12.12          12.51          13.66          12.18
Net interest margin (as reported) (2) ..........         4.47           4.44           4.44           4.47           4.47
Net interest margin (conformed) (5) ............         4.46           4.44           4.43           4.47           4.47
Efficiency ratio ...............................         54.6           64.5           62.7           64.9           65.5
Tier 1 capital ratio (6) .......................        10.05          10.52           9.31           9.95          10.88
Total capital ratio (6) ........................        12.50          13.40          12.26          13.13          13.33
Tier 1 leverage ratio (6) ......................         9.20           8.42           7.70           7.75           7.76
Total shareholders' equity to assets ...........         8.26           7.78           8.00           7.94           8.03
Nonperforming assets to total loans plus
 other real estate owned .......................         0.55           0.77           0.92           1.13           1.55
Common dividend payout ratio ...................         42.2           45.2           40.3           35.7           33.9
Full-time equivalent employees .................        8,215          8,720          8,487          9,212          8,803
Average common shares-diluted (in
 thousands) ....................................      111,929        112,037        112,432        111,643        110,836
Average common shares-basic (in thousands)            110,618        110,560        110,986        110,216        109,365
</TABLE>

- ---------
(1) Per common share data has been restated to reflect Crestar's two-for-one
    stock split, which was effected by means of a stock dividend in January
    1997.
(2) Total assets, earning assets and total shareholders' equity include net
    unrealized securities gains or losses. Calculations of ROA, ROE and net
    interest margin also include the impact of such net unrealized securities
    gains or losses.
(3) Includes loan balances classified as loans held for sale.
(4) These amounts have been annualized.
(5) Excludes net unrealized securities gains or losses in order to conform such
    calculation to the calculation of ROA, ROE and net interest margin for
    SunTrust.
(6) These ratios are calculated in accordance with the rules of the Federal
  Reserve Board.

                                       9
<PAGE>

                  UNAUDITED PRO FORMA COMBINED FINANCIAL DATA



<TABLE>
<CAPTION>
                                                                         AS OF OR FOR THE
                                                                         SIX MONTHS ENDED
                                                                           JUNE 30, 1998
                                                                       --------------------
                                                                       (DOLLARS IN MILLIONS
                                                                         EXCEPT PER SHARE
SUMMARY OF OPERATIONS                                                         DATA)
<S>                                                                    <C>
Interest and dividend income .........................................    $    2,806.5
Interest expense .....................................................         1,359.8
                                                                          ------------
Net interest income ..................................................         1,446.7
Provision for loan losses ............................................           107.0
                                                                          ------------
Net interest income after provision for loan losses ..................         1,339.7
Noninterest income ...................................................           808.4
Noninterest expense ..................................................         1,326.5
                                                                          ------------
Income before provision for income tax ...............................           821.6
Provision for income taxes ...........................................           283.4
                                                                          ------------
Net income ...........................................................    $      538.2
                                                                          ============
Net interest income (taxable-equivalent) .............................    $    1,468.8
PER COMMON SHARE
Net income-diluted ...................................................    $       1.68
Net income-basic .....................................................            1.71
Dividends paid (4) ...................................................           0.500
SELECTED AVERAGE BALANCES
Total assets (1) .....................................................    $   83,780.4
Earnings assets (1) ..................................................        76,781.7
Loans ................................................................        58,330.0
Deposits .............................................................        53,175.0
Realized shareholders' equity ........................................         5,470.2
Total shareholders' equity (1) .......................................         7,684.1
AT PERIOD END
Total assets (1) .....................................................    $   87,554.6
Earning assets (1) ...................................................        79,579.9
Loans ................................................................        59,774.9
Reserve for loan losses ..............................................         1,008.6
Deposits .............................................................        54,852.8
Long-term debt .......................................................         5,495.6
Realized shareholders' equity ........................................         5,491.5
Total shareholders' equity (1) .......................................         8,117.2
RATIOS AND OTHER DATA
ROA (1) ..............................................................             1.35%(2)
ROE (1) ..............................................................            19.79 (2)
Net interest margin (1) ..............................................             4.04 (2)
Efficiency ratio .....................................................             60.2 (2)
Tier 1 capital ratio (3) .............................................             8.03
Total capital ratio (3) ..............................................            13.52
Tier 1 leverage ratio (3) ............................................             7.42
Total shareholders' equity to assets .................................             9.31
Nonperforming assets to total loans plus other real estate owned .....             0.37 (2)
Common dividend payout ratio .........................................             32.4 (2)
Full-time equivalent employees .......................................           29,862
Average common shares-diluted (in thousands) .........................          320,006
Average common shares-basic (in thousands) ...........................          315,337


<CAPTION>
                                                                                     AS OF OR FOR THE
                                                                                 YEAR ENDED DECEMBER 31,
                                                                       --------------------------------------------
                                                                            1997           1996           1995
                                                                       -------------- -------------- --------------
SUMMARY OF OPERATIONS                                                  (DOLLARS IN MILLIONS EXCEPT PER SHARE DATA)
<S>                                                                    <C>            <C>            <C>
Interest and dividend income .........................................  $   5,226.4    $   4,809.4    $   4,519.1
Interest expense .....................................................      2,455.7        2,158.9        2,027.8
                                                                        -----------    -----------    -----------
Net interest income ..................................................      2,770.7        2,650.5        2,491.3
Provision for loan losses ............................................        225.1          211.8          178.4
                                                                        -----------    -----------    -----------
Net interest income after provision for loan losses ..................      2,545.6        2,438.7        2,312.9
Noninterest income ...................................................      1,355.6        1,151.2        1,033.2
Noninterest expense ..................................................      2,399.8        2,363.4        2,169.7
                                                                        -----------    -----------    -----------
Income before provision for income tax ...............................      1,501.4        1,226.5        1,176.4
Provision for income taxes ...........................................        524.3          391.6          395.0
                                                                        -----------    -----------    -----------
Net income ...........................................................  $     977.1    $     834.9    $     781.4
                                                                        ===========    ===========    ===========
Net interest income (taxable-equivalent) .............................  $   2,818.5    $   2,700.6    $   2,552.1
PER COMMON SHARE
Net income-diluted ...................................................  $      3.04    $      2.52    $      2.32
Net income-basic .....................................................         3.09           2.56           2.34
Dividends paid (4) ...................................................        0.925          0.825           0.74
SELECTED AVERAGE BALANCES
Total assets (1) .....................................................  $  76,081.7     $ 69,306.8     $ 63,508.4
Earnings assets (1) ..................................................     69,864.7       63,743.7       58,383.5
Loans ................................................................     52,590.9       47,257.8       43,758.9
Deposits .............................................................     51,654.2       50,289.5       47,240.2
Realized shareholders' equity ........................................      5,063.2        5,065.3        4,777.6
Total shareholders' equity (1) .......................................      6,899.9        6,398.2        5,621.9
AT PERIOD END
Total assets (1) .....................................................  $  82,911.2     $ 75,330.1     $ 68,804.1
Earning assets (1) ...................................................     75,594.5       68,511.1       62,448.9
Loans ................................................................     56,777.2       50,112.7       46,022.4
Reserve for loan losses ..............................................      1,033.2          994.7          973.3
Deposits .............................................................     54,566.8       52,561.6       49,480.2
Long-term debt .......................................................      4,003.2        2,424.6        1,673.7
Realized shareholders' equity ........................................      5,211.0        5,079.0        4,883.4
Total shareholders' equity (1) .......................................      7,259.2        6,659.5        6,055.2
RATIOS AND OTHER DATA
ROA (1) ..............................................................         1.34%          1.24%          1.26%
ROE (1) ..............................................................        19.30          16.48          16.35
Net interest margin (1) ..............................................         4.21           4.39           4.47
Efficiency ratio .....................................................         57.5           61.4           60.5
Tier 1 capital ratio (3) .............................................         8.08           8.38           8.27
Total capital ratio (3) ..............................................        12.49          11.63          10.52
Tier 1 leverage ratio (3) ............................................         7.30           7.04           7.04
Total shareholders' equity to assets .................................         8.76           8.84           8.80
Nonperforming assets to total loans plus other real estate owned .....         0.42           0.73           0.84
Common dividend payout ratio .........................................         33.4           33.8           32.7
Full-time equivalent employees .......................................       29,442         29,583         27,902
Average common shares-diluted (in thousands) .........................      320,932        331,041        337,479
Average common shares-basic (in thousands) ...........................      316,436        326,501        333,212
</TABLE>

- ---------
(1) Total assets, earning assets and total shareholders' equity include net
    unrealized securities gains or losses. Calculations of ROA, ROE and net
    interest margin exclude this gain due to the fact that the unrealized gain
    is not included in income.

(2) These amounts have been annualized.

(3) These ratios are calculated in accordance with the rules of the Federal
Reserve Board.

(4) Pro forma combined dividends per share represent historical dividends per
share paid by SunTrust.

                                       10
<PAGE>

                                 RISK FACTORS

     IN ADDITION TO THE OTHER INFORMATION INCLUDED IN THIS DOCUMENT (INCLUDING
THE MATTERS ADDRESSED IN "CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING
INFORMATION"), CRESTAR SHAREHOLDERS AND SUNTRUST SHAREHOLDERS SHOULD CONSIDER
THE MATTERS DESCRIBED BELOW CAREFULLY IN DETERMINING WHETHER TO APPROVE THE
MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY.


FIXED MERGER CONSIDERATION DESPITE POTENTIAL CHANGE IN RELATIVE STOCK PRICES

     Upon completion of the Merger, each share of Crestar Common Stock will be
converted into the right to receive 0.96 shares of SunTrust Common Stock. This
exchange ratio will not be adjusted if there is an increase or decrease in the
price of Crestar Common Stock or SunTrust Common Stock. The prices of Crestar
Common Stock and SunTrust Common Stock when the Merger takes place may vary
from their prices at the date of this document and at the date of the special
meetings. Such variations in the prices of SunTrust Common Stock and Crestar
Common Stock may result from changes in the business, operations or prospects
of Crestar, SunTrust or the combined company, market assessments of the
likelihood that the Merger will be consummated and the timing thereof,
regulatory considerations, general market and economic conditions and other
factors. At the time of the special meetings the holders of Crestar Common
Stock and SunTrust Common Stock will not know the exact value of the SunTrust
Common Stock that Crestar Shareholders will receive when the Merger is
completed. We urge you to obtain current market quotations for SunTrust Common
Stock and Crestar Common Stock.


UNCERTAINTIES IN INTEGRATING BUSINESS OPERATIONS AND REALIZING ENHANCED
EARNINGS

     The Merger involves the integration of two companies that have previously
operated independently. Successful integration of Crestar's operations will
depend primarily on SunTrust's ability to consolidate operations, systems and
procedures and to eliminate redundancies and costs. No assurance can be given
that SunTrust and Crestar will be able to integrate their operations without
encountering difficulties including, without limitation, the loss of key
employees and customers, the disruption of their respective ongoing businesses
or possible inconsistencies in standards, controls, procedures and policies.
Additionally, in determining that the Merger is in the best interests of
SunTrust and Crestar, as the case may be, each of the SunTrust Board and the
Crestar Board considered that enhanced earnings may result from the Merger,
primarily through the realization of certain operating efficiencies and cost
savings. The realization and timing of such operating efficiencies and cost
savings could be affected by a number of factors beyond SunTrust's control (see
"Cautionary Statement Concerning Forward-Looking Information"). Therefore,
there can be no assurance that any enhanced earnings will result from the
Merger.


                                       11
<PAGE>

                                 THE MEETINGS
GENERAL

     We are furnishing this document to shareholders (the "SunTrust
Shareholders") of SunTrust Banks, Inc., a Georgia corporation (together, where
the context requires, with its subsidiaries, "SunTrust"), and shareholders (the
"Crestar Shareholders") of Crestar Financial Corporation, a Virginia
corporation (together, where the context requires, with its subsidiaries,
"Crestar"), in connection with the solicitation of proxies by the Board of
Directors of SunTrust (the "SunTrust Board") for use at the Special Meeting of
SunTrust Shareholders (including any adjournments or postponements thereof, the
"SunTrust Meeting") and by the Board of Directors of Crestar (the "Crestar
Board") for use at the Special Meeting of Crestar Shareholders (including any
adjournments or postponements thereof, the "Crestar Meeting" and, together with
the SunTrust Meeting, the "Meetings"), each to be held on --------- , 1998 at
the time and place set forth in the accompanying notice.

     The purpose of the Meetings is to consider and vote upon the Amended and
Restated Agreement and Plan of Merger, dated as of July 20, 1998 (the "Merger
Agreement"), among SunTrust, Crestar and SMR Corporation (Va.), a Virginia
corporation and a wholly owned subsidiary of SunTrust ("Sub"). The Merger
Agreement is attached to this document as Annex A and is incorporated in this
document by this reference. For a description of the Merger Agreement, see "The
Merger -- Terms of the Merger Agreement."

     The Merger Agreement provides that Sub will merge with and into Crestar
(the "Merger," which term includes, where the context so indicates, the other
transactions contemplated by the Merger Agreement). In the Merger, each share
of common stock, par value $5.00 per share, of Crestar ("Crestar Common Stock")
then outstanding will be converted into the right to receive 0.96 shares (the
"Exchange Ratio") of common stock, par value $1.00 per share, of SunTrust
("SunTrust Common Stock"). SunTrust will pay cash in lieu of fractional shares.
 

     Concurrently with the execution of the Merger Agreement, SunTrust (as
grantee) and Crestar (as issuer) entered into a Stock Option Agreement, dated
as of July 20, 1998 (the "Crestar Stock Option Agreement"), pursuant to which
Crestar granted SunTrust an irrevocable option to purchase up to 22,338,161
shares of Crestar Common Stock at an exercise price of $62.875 per share. At
the same time, SunTrust (as issuer) and Crestar (as grantee) entered into a
Stock Option Agreement, dated as of July 20, 1998 (the "SunTrust Stock Option
Agreement" and, together with the Crestar Stock Option Agreement, the "Stock
Option Agreements"), pursuant to which SunTrust granted Crestar an irrevocable
option to purchase up to 21,097,697 shares of SunTrust Common Stock at an
exercise price of $87.00 per share.


SUNTRUST MEETING
     GENERAL. The SunTrust Meeting will be held on --------- , 1998 at ---
a.m., local time, at ------- . At the SunTrust Meeting, holders of SunTrust
Common Stock will be asked, in accordance with the rules of the New York Stock
Exchange, Inc. (the "NYSE"), to consider and vote upon a proposal to approve
(i) the Merger Agreement and (ii) the issuance of SunTrust Common Stock in
connection with the Merger (the "Stock Issuance"). The NYSE requires
shareholder approval of the Merger Agreement and the Stock Issuance because the
number of shares of SunTrust Common Stock to be issued in the Merger is
expected to exceed 20% of the shares of SunTrust Common Stock outstanding
immediately prior to the Effective Time. SunTrust Shareholders may also be
asked to vote upon a proposal to adjourn or postpone the SunTrust Meeting for
the purpose of, among other things, allowing additional time for the
solicitation of proxies from SunTrust Shareholders to approve and adopt the
Merger Agreement and the Stock Issuance.

     RECORD DATE; VOTING POWER. Only holders of record of shares of SunTrust
Common Stock at the close of business on ------- , 1998 (the "SunTrust Record
Date") are entitled to notice of and to vote at the SunTrust Meeting. On such
date, there were ----- issued and outstanding shares of SunTrust Common Stock
held by approximately ---  holders of record. Holders of record of SunTrust
Common Stock on the SunTrust Record Date are entitled to one vote per share on
any matter that may properly come before the SunTrust Meeting. Brokers who hold
shares of SunTrust Common Stock as nominees will not have discretionary
authority to vote such shares in the absence of instructions from the
beneficial owners thereof. Any shares of SunTrust Common Stock for which a
broker has submitted an executed proxy but for which the beneficial owner
thereof has not given instructions on voting to such broker are referred to as
"broker non-votes."

     VOTE REQUIRED. The approval and adoption of the Merger Agreement and the
Stock Issuance at the SunTrust Meeting requires a greater number of votes cast
in favor of the matter than the number of votes cast opposing such matter,
provided that the total number of votes cast on such matter represents over 50%
of the shares entitled to vote on the proposal.


                                       12
<PAGE>

     Broker non-votes and abstentions will be counted for purposes of
establishing the presence of a quorum at the SunTrust Meeting. Abstentions and
broker non-votes will not, however, be deemed to have been cast either "for" or
"against" the proposal considered at the meeting and, since approval of the
proposal requires the affirmative vote of a majority of the votes cast at the
SunTrust Meeting, will have no effect on the approval of the Merger Agreement
and the Stock Issuance, unless the total number of votes cast does not exceed
50% of the shares entitled to vote. Accordingly, the SunTrust Board urges
SunTrust Shareholders to complete, date and sign the accompanying proxy and
return it promptly in the enclosed, postage-paid envelope.

     On the SunTrust Record Date, the executive officers and directors,
including their affiliates, beneficially owned an aggregate of -----  shares of
SunTrust Common Stock which such persons are entitled to vote, or approximately
- --- % of the shares of SunTrust Common Stock then outstanding. We currently
expect that such directors and officers will vote all of such shares in favor
of the approval of the Merger Agreement and the Stock Issuance. In addition, on
the SunTrust Record Date, the directors and executive officers of Crestar
beneficially owned       shares of SunTrust Common Stock.

     RECOMMENDATION OF THE SUNTRUST BOARD. The SunTrust Board has unanimously
approved and adopted the Merger Agreement and the transactions contemplated
thereby, including the Stock Issuance. The SunTrust Board believes that the
Merger Agreement and the transactions contemplated thereby, including the Stock
Issuance, are fair to and in the best interests of SunTrust and the SunTrust
Shareholders and recommends that the SunTrust Shareholders vote "FOR" approval
and adoption of the Merger Agreement and the Stock Issuance. See "The Merger --
Background of and Reasons for the Merger -- SunTrust's Reasons for the Merger."
 

     SOLICITATION AND REVOCATION OF PROXIES. A form of proxy is enclosed with
this document. All shares of SunTrust Common Stock represented by properly
executed proxies will, unless such proxies have been previously revoked, be
voted in accordance with the instructions indicated on such proxies. If no
instructions are indicated, such shares will be voted FOR approval and adoption
of the Merger Agreement and the Stock Issuance and in the discretion of the
proxy holder as to any other matter which may properly come before the SunTrust
Meeting.

     EACH HOLDER OF SUNTRUST COMMON STOCK IS REQUESTED TO COMPLETE, DATE AND
SIGN THE ACCOMPANYING PROXY AND RETURN IT PROMPTLY TO SUNTRUST IN THE ENCLOSED,
POSTAGE-PAID ENVELOPE OR BY FACSIMILE.

     Any SunTrust Shareholder that has previously delivered a properly executed
proxy may revoke such proxy at any time before its exercise. A proxy may be
revoked either by (i) filing with the Secretary of SunTrust prior to the
SunTrust Meeting, at SunTrust's principal executive offices, a written
revocation of such proxy or a duly executed proxy bearing a later date or (ii)
attending the SunTrust Meeting and voting in person. Presence at the SunTrust
Meeting will not revoke a shareholder's proxy unless such shareholder votes in
person.

     SunTrust has retained Corporate Investor Communications, Inc. to aid in
the solicitation of proxies. SunTrust estimates the cost of these services to
be approximately $9,000, plus expenses. The cost of soliciting proxies will be
borne by SunTrust. Proxies may be solicited by personal interview, mail or
telephone. In addition, SunTrust may reimburse brokerage firms and other
persons representing beneficial owners of shares of SunTrust Common Stock for
their expenses in forwarding solicitation materials to beneficial owners.
Proxies may also be solicited by certain of SunTrust's executive officers,
directors and regular employees, without additional compensation, personally or
by telephone or facsimile transmission.

     OTHER MATTERS. SunTrust is unaware of any matter to be presented at the
SunTrust Meeting other than the proposal to approve and adopt the Merger
Agreement and the Stock Issuance. If other matters are properly presented at
the SunTrust Meeting, the persons named in the enclosed form of proxy will have
authority to vote all properly executed proxies in accordance with their
judgment on any such matter, including, without limitation, any proposal to
adjourn or postpone the SunTrust Meeting, provided that no proxy that has been
designated to vote against approval and adoption of the Merger Agreement and
the Stock Issuance will be voted in favor of any proposal to adjourn or
postpone the SunTrust Meeting for the purpose of soliciting additional proxies
to approve and adopt the Merger Agreement and the Stock Issuance.


CRESTAR MEETING

     GENERAL. The Crestar Meeting will be held on --------- , 1998 at --- a.m.,
local time, at ----------- . At the Crestar Meeting, holders of Crestar Common
Stock will be asked to consider and vote upon a proposal to approve the Merger
Agreement. Crestar Shareholders may also be asked to vote upon a proposal to
adjourn or postpone the Crestar Meeting for the purpose of, among other things,
allowing additional time for the solicitation of proxies from Crestar
Shareholders to approve the Merger Agreement.


                                       13
<PAGE>

     RECORD DATE; VOTING POWER. Only holders of record of shares of Crestar
Common Stock at the close of business on  ----- , 1998 (the "Crestar Record
Date") are entitled to notice of and to vote at the Crestar Meeting. As of such
date, there were -------  issued and outstanding shares of Crestar Common Stock
held by approximately ------- holders of record. Holders of record of Crestar
Common Stock on the Crestar Record Date are entitled to one vote per share on
any matter that may properly come before the Crestar Meeting. Brokers who hold
shares of Crestar Common Stock as nominees will not have discretionary
authority to vote such shares in the absence of instructions from the
beneficial owners thereof. Any such shares of Crestar Common Stock for which a
broker has submitted an executed proxy but for which the beneficial owner
thereof has not given instructions on voting to such broker are referred to as
"broker non-votes."

     VOTE REQUIRED. The presence in person or by proxy of the holders of a
majority of the shares of Crestar Common Stock outstanding on the Crestar
Record Date will constitute a quorum for the transaction of business at the
Crestar Meeting. Abstentions and broker non-votes will be counted for purposes
of establishing the presence of a quorum at the Crestar Meeting. The approval
of the proposal to approve the Merger Agreement requires the affirmative vote
of holders of more than two-thirds of the shares of Crestar Common Stock
outstanding on the Crestar Record Date. Broker non-votes and abstentions will
be counted and will have the effect of a vote against the proposal to approve
the Merger Agreement.

     On the Crestar Record Date, the executive officers and directors of
Crestar, including their affiliates, owned an aggregate of -----  shares of
Crestar Common Stock which such persons are entitled to vote, or approximately
- --- % of the shares of Crestar Common Stock then outstanding. We currently
expect that such directors and officers will vote all of such shares in favor
of the proposal to approve the Merger Agreement. In addition, on the Crestar
Record Date, the directors and executive officers of SunTrust beneficially
owned        shares of Crestar Common Stock.

     RECOMMENDATION OF THE CRESTAR BOARD. The Crestar Board has unanimously
approved and adopted the Merger Agreement and the transactions contemplated
thereby. The Crestar Board believes that the Merger is fair to and in the best
interests of Crestar and the Crestar Shareholders and unanimously recommends
that the Crestar Shareholders vote "FOR" approval of the Merger Agreement and
the transactions contemplated thereby. See "The Merger -- Background of and
Reasons for the Merger -- Crestar's Reasons for the Merger."

     SOLICITATION AND REVOCATION OF PROXIES. A form of proxy is enclosed with
this document. All shares of Crestar Common Stock represented by properly
executed proxies (whether through the return of the enclosed proxy card or by
telephone) will, unless such proxies have been previously revoked, be voted in
accordance with the instructions indicated on such proxies. If no instructions
are indicated, such shares will be voted FOR approval of the Merger Agreement
and in the discretion of the proxy holder as to any other matter which may
properly come before the Crestar Meeting.

     EACH HOLDER OF CRESTAR COMMON STOCK IS REQUESTED TO VOTE BY TELEPHONE BY
CALLING 1-800-840-1208 OR BY COMPLETING, DATING AND SIGNING THE ACCOMPANYING
PROXY CARD AND RETURNING IT PROMPTLY TO CRESTAR IN THE ENCLOSED, POSTAGE-PAID
ENVELOPE. CRESTAR SHAREHOLDERS SHOULD NOT SEND STOCK CERTIFICATES WITH THEIR
PROXY CARDS.

     Specific instructions to be followed by any registered Crestar Shareholder
interested in voting by telephone are set forth on the accompanying form of
proxy. The telephone voting procedures are designed to authenticate
shareholders' identities and to allow shareholders to vote their shares and to
confirm that their instructions have been properly recorded.

     Any Crestar Shareholder that has previously delivered a properly executed
proxy (whether through the return of the enclosed proxy card or by telephone)
may revoke such proxy at any time before its exercise. A proxy may be revoked
either by (i) filing with the Secretary of Crestar prior to the Crestar
Meeting, at Crestar's principal executive offices, either a written revocation
of such proxy or a duly executed proxy bearing a later date or (ii) attending
the Crestar Meeting and voting in person. Presence at the Crestar Meeting will
not revoke a shareholder's proxy unless such shareholder votes in person.

     Crestar has retained D.F. King & Co., Inc. to aid in the solicitation of
proxies. Crestar estimates the cost of these services to be approximately
$20,000, plus out-of-pocket expenses. The cost of soliciting proxies will be
borne by Crestar. Proxies may be solicited by personal interview, mail or
telephone. In addition, Crestar may reimburse brokerage firms and other persons
representing beneficial owners of shares of Crestar Common Stock for their
expenses in forwarding solicitation materials to beneficial owners. Proxies may
also be solicited by certain of Crestar's executive officers, directors and
regular employees, without additional compensation, personally or by telephone
or facsimile transmission.

     OTHER MATTERS. Crestar is unaware of any matter to be presented at the
Crestar Meeting other than the proposal to approve the Merger Agreement. If
other matters are properly presented at the Crestar Meeting, the persons named
in the


                                       14
<PAGE>

enclosed form of proxy will have authority to vote all properly executed
proxies in accordance with their judgment on any such matter, including,
without limitation, any proposal to adjourn or postpone the Crestar Meeting,
provided that no proxy that has been designated to vote against approval of the
Merger Agreement will be voted in favor of any proposal to adjourn or postpone
the Crestar Meeting for the purpose of soliciting additional proxies to approve
the Merger Agreement.


                                       15
<PAGE>

                                  THE MERGER

     THE DETAILED TERMS OF THE MERGER ARE CONTAINED IN THE MERGER AGREEMENT
ATTACHED AS ANNEX A TO THIS DOCUMENT. THE FOLLOWING DISCUSSION DESCRIBES THE
MORE IMPORTANT ASPECTS OF THE MERGER AND ALL OF THE MATERIAL TERMS OF THE
MERGER AGREEMENT. THIS DESCRIPTION IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
THE MERGER AGREEMENT, WHICH IS INCORPORATED BY REFERENCE IN THIS DOCUMENT. WE
ENCOURAGE YOU TO READ THE MERGER AGREEMENT CAREFULLY.


STRUCTURE OF THE MERGER

     GENERAL. The Merger Agreement provides that, after its approval by the
SunTrust Shareholders and the Crestar Shareholders and the satisfaction or
waiver of the other conditions to the Merger, Sub will merge with and into
Crestar upon the filing of articles of merger (the "Articles of Merger") with
the State Corporation Commission of the Commonwealth of Virginia, or such later
time as the parties have agreed upon and designated in such filing (the
"Effective Time"), in accordance with the Virginia Stock Corporation Act (the
"VSCA"). Crestar will survive the Merger as a wholly owned subsidiary of
SunTrust. The Articles of Incorporation of Crestar, as in effect immediately
prior to the Effective Time, will be the Articles of Incorporation of the
surviving corporation, until amended in accordance with applicable law. The
Bylaws of Crestar, as in effect immediately prior to the Effective Time, will
be the Bylaws of the surviving company, until amended in accordance with
applicable law. The directors and officers of Crestar immediately prior to the
Effective Time will be the directors and officers of the surviving company
until the earlier of their resignation or removal or until their respective
successors are duly elected and qualified, as applicable.

     The Merger Agreement provides that SunTrust may change the structure of
the Merger if it deems such a change to be desirable. SunTrust, however, may
not effect any change in the structure of the Merger if such change would (i)
alter or change the amount or kind of consideration to be issued to Crestar
Shareholders, (ii) adversely affect the tax treatment of Crestar or the Crestar
Shareholders as a result of the Merger or (iii) materially impede or delay the
Merger. If SunTrust determines after the Crestar Meeting that such a change in
the structure of the Merger is desirable and not otherwise prohibited under the
Merger Agreement, then Crestar Shareholders would not have an opportunity to
vote on, or otherwise agree to, such change.

     CONVERSION OF SHARES. At the Effective Time, each issued and outstanding
share of Crestar Common Stock (other than certain shares held by SunTrust or
any of its subsidiaries) will be converted into the right to receive from
SunTrust 0.96 shares of SunTrust Common Stock. Cash will be paid in lieu of
fractional shares of SunTrust Common Stock in an amount equal to such fraction
multiplied by the average per share closing price on the NYSE of the SunTrust
Common Stock for the 20 consecutive trading days ending at the end of the third
trading day immediately prior to the Effective Time. If SunTrust changes the
number of shares of SunTrust Common Stock through any reclassification,
recapitalization, split-up, combination or exchange of shares, or if SunTrust
declares a stock dividend on the shares of SunTrust Common Stock, then the
Exchange Ratio also will be adjusted appropriately.

     Crestar Shareholders and SunTrust Shareholders are urged to obtain current
market quotations for SunTrust Common Stock and Crestar Common Stock. It is
expected that the market price of SunTrust Common Stock will fluctuate between
the date of this document and the date on which the Merger is completed and
thereafter. Because the number of shares of SunTrust Common Stock to be
received by Crestar Shareholders in the Merger is fixed and the market price of
SunTrust Common Stock is subject to fluctuation, the value of the shares of
SunTrust Common Stock that Crestar Shareholders will receive in the Merger may
increase or decrease prior to and after the Merger. See "Risk Factors -- Fixed
Merger Consideration Despite Potential Change in Relative Stock Prices."


BACKGROUND OF AND REASONS FOR THE MERGER

     BACKGROUND OF THE MERGER. L. Phillip Humann, Chairman and Chief Executive
Officer of SunTrust, and Richard G. Tilghman, Chairman and Chief Executive
Officer of Crestar, renewed their business acquaintance with one another at a
meeting in early March 1998. At this meeting, they discussed general banking
issues and developments in the financial services industry. Subsequently,
during April and early May, Mr. Humann and John W. Spiegel, Executive Vice
President and Chief Financial Officer of SunTrust, began to discuss the
financial and other aspects of a potential transaction involving Crestar with
Lehman Brothers Inc. ("Lehman Brothers"), SunTrust's financial advisor.

     On May 14, 1998, Mr. Tilghman met with Mr. Humann at Mr. Humann's request.
Mr. Humann broadly discussed the possibility of a strategic business
combination between SunTrust and Crestar. Mr. Tilghman gave no indication of
interest in such a transaction and no negotiations regarding such a transaction
took place at that time. Later in May, Mr.  Humann


                                       16
<PAGE>

telephoned Mr. Tilghman to indicate continued interest in such a transaction
and suggested that the two companies enter into an arrangement to exchange
confidential information. Mr. Tilghman stated that he would contact Mr. Humann
with a response.

     On June 2, 1998, Mr. Tilghman reported his discussions with Mr. Humann at
a meeting of the Executive Committee of the Crestar Board (the "Crestar
Executive Committee"), which consists of J. Carter Fox, Charles R. Longsworth,
Patrick J. Maher, Gordon F. Rainey, Jr., Frank S. Royal, Mr. Tilghman and James
M. Wells III. The Crestar Executive Committee authorized Mr. Tilghman to
respond to Mr. Humann's request to exchange certain information to determine
whether a business combination was feasible. On June 10, 1998, SunTrust and
Crestar signed a confidentiality memorandum and began to exchange certain
high-level business and financial information.

     During the rest of June and early July, members of the senior managements
of SunTrust and Crestar exchanged and reviewed high-level business and
financial information in order to determine whether to commence negotiations.
On July 7, 1998, the Crestar Executive Committee met and authorized Mr.
Tilghman to commence negotiations with SunTrust regarding a potential business
combination between the two companies. Crestar formally retained Morgan Stanley
& Co. Incorporated ("Morgan Stanley"), who had been working with Crestar from
time to time with respect to its strategic alternatives, to review certain
financial aspects of, and to advise Crestar regarding, any proposed
transaction.

     On July 10, 1998, Mr. Spiegel discussed various aspects of a possible
combination of SunTrust and Crestar with a representative of Morgan Stanley,
including details regarding SunTrust's ownership of stock in The Coca-Cola
Company and the reflection of such ownership in the market price of SunTrust
Common Stock. Over the next several days, members of the senior managements of
both companies continued to discuss various matters, including financial and
non-financial due diligence, related to a possible business combination
involving the two companies.

     On July 14, 1998, the Executive Committee of the SunTrust Board (the
"SunTrust Executive Committee"), which consists of J. Hyatt Brown, Mr. Humann,
M. Douglas Ivester, Scott L. Probasco, Jr. and James B. Williams, met to review
the proposed terms of a potential transaction with Crestar and a financial
analysis of the potential transaction. At the meeting, the SunTrust Executive
Committee discussed (i) the financial effects of a proposed transaction with
Crestar, (ii) the potential benefits of such a business combination, including
potential cost savings to the combined company, (iii) potential key conditions
to the consummation of any proposed transaction, including shareholder and
regulatory approvals, and (iv) the expected accounting and tax treatment of the
proposed transaction. The SunTrust Executive Committee also discussed a
proposed exchange ratio for Crestar Common Stock of 0.96. At the conclusion of
the meeting, the SunTrust Executive Committee authorized Mr. Humann to continue
the negotiations with Crestar regarding a potential transaction with an
exchange ratio of 0.96 shares of SunTrust Common Stock for each share of
Crestar Common Stock.

     During July 15 and 16, 1998, SunTrust's and Crestar's respective legal and
financial advisors continued negotiations regarding the proposed transaction,
including the Merger Agreement, the Stock Option Agreements and related
documents.

     On the morning of July 17, 1998, Mr. Humann, other members of SunTrust's
senior management and SunTrust's legal and financial advisors presented the
terms of the proposed merger to the SunTrust Board, including the exchange ratio
of 0.96, and discussed with the SunTrust Board the various factors described
elsewhere in this document. See " -- SunTrust's Reasons for the Merger."
SunTrust's legal advisors reviewed the terms of the Merger Agreement and the
related agreements (including the Stock Option Agreements and employment
agreements for Messrs. Tilghman and Wells), and the legal standards applicable
to the SunTrust Board's consideration of the proposed transaction with Crestar.
Lehman Brothers reviewed financial information concerning Crestar, SunTrust and
the proposed transaction. After such discussion and due consideration of the
foregoing matters, the SunTrust Board determined that the Merger Agreement and
the transactions contemplated thereby, including the Stock Issuance, are in the
best interests of SunTrust and the SunTrust Shareholders and approved and
adopted the Merger Agreement and the transactions contemplated thereby,
including the Stock Issuance, subject to the satisfactory completion of
SunTrust's due diligence review of Crestar and subject to the receipt of the
opinion of Lehman Brothers to the effect that the Exchange Ratio, as of the date
of the execution of the Merger Agreement, was fair to SunTrust.

     On the afternoon of July 17, 1998, the Crestar Board met with Crestar's
legal and financial advisors and other members of Crestar's senior management
to review and discuss the terms of the proposed merger transaction. Crestar's
senior management reviewed with the Crestar Board the terms of the proposed
transaction with SunTrust and related matters, including the factors described
in " -- Crestar's Reasons for the Merger." Crestar's legal advisors reviewed
the proposed terms of the Merger Agreement and the related agreements,
including the Stock Option Agreements and employment agreements for Messrs.
Tilghman and Wells. Morgan Stanley reviewed financial information regarding
Crestar, SunTrust and the proposed transaction. After review and discussion of
the foregoing matters, the Crestar Board


                                       17
<PAGE>

authorized Crestar's senior management to continue negotiations with, and its
due diligence review of, SunTrust with a view to finalizing the terms of
definitive transaction documents, and scheduled a special meeting of the
Crestar Board for July 19, 1998 for the purpose of considering the proposed
merger transaction following further negotiations.

     On July 18 and 19, 1998, the senior management of both SunTrust and
Crestar, along with their financial and legal advisors, met to finalize
negotiations regarding the Merger Agreement, the Merger and the ancillary
documents and transactions contemplated thereby. Each of the parties also
completed its due diligence review of the other party.

     On the afternoon of July 19, 1998, the Crestar Board reconvened to review
and discuss the terms of the proposed merger transaction. Crestar's senior
management reviewed with the Crestar Board the results of Crestar's due
diligence review of SunTrust and, with the assistance of Crestar's legal and
financial advisors, the terms of the Merger Agreement, the Stock Option
Agreements, the employment agreements for Messrs. Tilghman and Wells and
related matters. Morgan Stanley rendered its opinion that, as of such date, the
Exchange Ratio was fair, from a financial point of view, to the holders of
Crestar Common Stock (other than SunTrust and its affiliates). After review and
discussion of the foregoing matters, the Crestar Board, by unanimous vote,
determined that the Merger was in the best interests of Crestar and its
shareholders, and authorized and approved the Merger Agreement, the Stock
Option Agreements and related matters.

     On the morning of July 20, 1998, the parties executed the Merger Agreement
and the Stock Option Agreements.

     SUNTRUST'S REASONS FOR THE MERGER. The SunTrust Board believes that the
terms of the Merger Agreement and the transactions contemplated thereby,
including the Stock Issuance are fair from a financial point of view to, and
are in the best interests of, SunTrust and its shareholders. Accordingly, the
SunTrust Board has unanimously approved and adopted the Merger Agreement and
the transactions contemplated thereby, including the Stock Issuance, and
recommends approval and adoption of the Merger Agreement and the Stock Issuance
by the SunTrust Shareholders. In reaching its decision, the SunTrust Board
consulted with SunTrust's management and legal counsel and Lehman Brothers, its
financial advisor. The principal reasons for the SunTrust Board's approval and
adoption of the Merger Agreement and the transactions contemplated thereby,
including the Stock Issuance, and its recommendation to the SunTrust
Shareholders are as follows:

      (i) The SunTrust Board's belief that the Merger will effectively
   implement and accelerate SunTrust's strategy for long-term growth and
   enhanced shareholder value by enabling SunTrust to take advantage of (a)
   the strong Crestar banking franchise in important markets in Virginia,
   Maryland and Washington, D.C., (b) the fact that the Crestar franchise is
   contiguous with SunTrust's Tennessee banking franchise and provides
   additional geographic and product diversity over a resulting market that
   will include six states and Washington, D.C., in the Eastern United States
   and (c) an opportunity for additional acquisitions in the Mid-Atlantic
   market areas of Crestar that could be negotiated and implemented by a
   combined management team with experience in acquisitions.

      (ii) The SunTrust Board's assessment of the current and prospective
   economic and competitive environment facing the financial services industry
   generally, and SunTrust in particular. These factors included the continued
   rapid consolidation in the industry, the increasing importance of
   operational scale in remaining competitive and supporting the necessary
   investments in technology, and the benefits of geographic and product
   diversification. In this regard, the SunTrust Board noted that the Merger
   would allow SunTrust to become the tenth largest bank holding company in
   the United States based on total assets and would enable SunTrust to
   possess the financial resources and economies of scale necessary to compete
   more effectively in the financial services industry in the future.

      (iii) The SunTrust Board's review of certain financial information about
   the Merger, SunTrust and Crestar. This information included information
   regarding respective recent and historical stock performance, valuation
   analyses, pro forma analyses, comparative financial data, and comparable
   merger and acquisition transactions as presented by SunTrust's financial
   advisor and senior management, as well as the anticipated cost savings,
   operating efficiencies and opportunities for revenue enhancement available
   to the combined company as a result of the Merger. The SunTrust Board also
   considered the fact that the Merger would be expected to have an accretive
   effect on SunTrust's earnings in 1999.

      (iv) The results of SunTrust's due diligence review of Crestar.

      (v) The SunTrust Board's belief that Crestar is a high quality franchise
   with a respected and capable management team with a compatible approach to
   customer service, credit quality and shareholder value.

      (vi) The SunTrust Board's review of certain nonfinancial terms of the
   Merger, including information about the terms of the Merger Agreement, the
   Stock Option Agreements, the addition of four directors to the SunTrust
   Board (including Mr. Tilghman) and employment agreements with Mr. Tilghman
   and Mr. Wells.


                                       18
<PAGE>

      (vii) The presentation of Lehman Brothers to the SunTrust Board on July
   17, 1998, and the opinion of Lehman Brothers (including the assumptions and
   financial information and projections relied upon by Lehman Brothers in
   arriving at such opinion) rendered on July 20, 1998 that, as of such date,
   the Exchange Ratio was fair to SunTrust from a financial point of view. See
   " -- Opinions of Financial Advisors -- SunTrust."

      (viii) The SunTrust Board's expectation that the Merger would constitute
   a tax-free "reorganization" under Section 368(a) of the Internal Revenue
   Code of 1986, as amended (the "Code"). See " -- Certain Federal Income Tax
   Consequences."

      (ix) The SunTrust Board's expectation that the Merger would be accounted
   for as a "pooling of interests" for accounting and financial reporting
   purposes. In particular, the SunTrust Board took into account the fact
   that, because of the amount of treasury stock generated by SunTrust's share
   repurchase program and the limitation on treasury stock under the
   Accounting Principles Board Opinion No. 16, SunTrust would be unable to
   account for smaller acquisitions under the pooling of interests method of
   accounting. See "Accounting Treatment."

      (x) The likelihood of the Merger being approved by the appropriate
   regulatory authorities. See " -- Regulatory Approvals."

     The SunTrust Board also discussed certain other factors in connection with
the Merger. These included, among others, the expansion into a new region and
new markets with which SunTrust has little prior experience; the potential
difficulties of integrating Crestar's operations into SunTrust; the significant
costs involved in connection with completing the Merger; the substantial time
and effort of SunTrust management required to implement the Merger, integrate
the business of Crestar into SunTrust, and manage the increased size of the
combined business; the risk that the anticipated benefits of the Merger might
not be fully realized; the fact that the SunTrust Stock Option Agreement, which
Crestar required as an inducement to enter into the Merger Agreement, might
discourage third parties from offering to acquire SunTrust during the pendency
of the Merger; and the dilution of current SunTrust Shareholders' indirect
interest in SunTrust's holdings of stock in The Coca-Cola Company. The SunTrust
Board believes that the benefits and advantages of the Merger outweigh these
factors.

     The foregoing discussion of the information and factors considered by the
SunTrust Board is not intended to be exhaustive but is believed to include all
material factors considered by the SunTrust Board. In reaching its
determination to approve and adopt the Merger Agreement and the transactions
contemplated thereby, including the Stock Issuance, the SunTrust Board did not
assign any relative or specific weights to the foregoing factors, and
individual directors may have given differing weights to different factors.

     THE SUNTRUST BOARD BELIEVES THAT THE MERGER AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED THEREBY, INCLUDING THE STOCK ISSUANCE, ARE FAIR TO AND IN THE BEST
INTERESTS OF SUNTRUST AND THE SUNTRUST SHAREHOLDERS AND RECOMMENDS THAT THE
SUNTRUST SHAREHOLDERS VOTE FOR APPROVAL AND ADOPTION OF THE MERGER AGREEMENT
AND THE STOCK ISSUANCE.

     CRESTAR'S REASONS FOR THE MERGER. The Crestar Board believes that the
terms of the Merger Agreement and the Merger are fair from a financial point of
view to, and are in the best interests of, Crestar and the Crestar
Shareholders. Accordingly, the Crestar Board has unanimously approved and
adopted the Merger Agreement and recommends approval of the Merger Agreement by
the Crestar Shareholders. In reaching its decision, the Crestar Board consulted
with Crestar's management and legal counsel and Morgan Stanley, Crestar's
financial advisor, and considered a number of factors, to which relative
weights were not assigned, including the following:

      (i) The Crestar Board's familiarity with and review of the factors
   contributing to Crestar's limited prospects for utilization of its excess
   capital in a manner that could be expected to maintain or enhance
   shareholder returns, including (a) Crestar's inability under applicable
   accounting guidelines to implement a large share repurchase program, (b)
   the expectation that a continued acquisition strategy would only serve to
   maintain or increase Crestar's excess capital given the high capital ratios
   of Crestar's potential acquisition candidates and the desirability of
   accounting for any such acquisition transaction as a pooling of interests,
   (c) the undesirability of engaging in any significant acquisitions on a
   purchase accounting basis given the amount of goodwill any such acquisition
   would be expected to generate based on prevailing pricing multiples in the
   financial institution merger and acquistion market, and (d) the limitations
   on Crestar's ability to repurchase shares in connection with any such
   acquisition transaction accounted for as a pooling of interests.

      (ii) The Crestar Board's review of (a) the business, operations,
   financial condition and earnings of SunTrust on an historical and a
   prospective basis and of the combined company on a pro forma basis, (b) the
   anticipated cost


                                       19
<PAGE>

   savings, operating efficiencies and opportunities for revenue enhancement
   available to the combined company as a result of the Merger and (c) the
   historical and prospective stock price performance of SunTrust Common
   Stock, including the anticipated impact of the Merger on the price of
   SunTrust Common Stock over the short term and the long term and the
   contribution to the market price of SunTrust Common Stock represented by
   SunTrust's ownership of stock in The Coca-Cola Company. The Crestar Board
   gave due consideration to the disparity between the current dividend per
   share on Crestar Common Stock and the pro forma equivalent dividend per
   share for current holders of Crestar Common Stock following the Merger, and
   the fact that SunTrust's senior management indicated its willingness to
   consider recommending to the SunTrust Board that the annual dividend on
   SunTrust Common Stock be increased following the Merger to a level closely
   aligned to that of the current dividend per share on Crestar Common Stock.

      (iii) The compatibility of the respective businesses, operating
   philosophies and strategic objectives of Crestar and SunTrust, including
   their respective decentralized management structures, the growth of their
   respective fee-based businesses and the superior credit quality of their
   respective loan portfolios.

      (iv) The terms of the Merger Agreement and the Merger, including the
   Exchange Ratio, which reflected price-to-1998 estimated earnings and
   price-to-book value multiples of approximately 27.1x and 4.27x,
   respectively (based on the closing price of $87.44 for SunTrust Common
   Stock on the NYSE on July 17, 1998) at the time that the Crestar Board
   approved the Merger Agreement. The Crestar Board gave due consideration to
   the fact that the fixed Exchange Ratio would allow holders of Crestar
   Common Stock to benefit from any increase in the market price of SunTrust
   Common Stock prior to the Merger while also subjecting them to any declines
   in such market price prior to the Merger. See " -- Conversion of Shares."

      (v) The current and prospective economic and competitive environment
   facing the financial services industry generally, and Crestar in
   particular, including the continued pace of consolidation in the industry,
   the perceived importance of operational scale in enhancing efficiency and
   profitability and remaining competitive over the long term, and the
   benefits of increased geographic diversification. In this regard, the
   Crestar Board noted that the combined company resulting from the Merger
   would be the tenth largest bank holding company in the United States based
   on total assets and the eighth largest in market capitalization (based on
   financial information as of June 30, 1998 and market information as of July
   16, 1998), would have a leading market position (based on total deposits)
   in five Southeastern states, and would possess the financial resources and
   economies of scale necessary to compete more effectively in the financial
   services industry in the future.

      (vi) The Crestar Board's familiarity with and review of Crestar's
   business, operations, financial condition and earnings on an historical and
   a prospective basis.

      (vii) The presentation of Morgan Stanley to the Crestar Board on July 17,
   1998, and the opinion of Morgan Stanley rendered on July 19, 1998 that, as
   of such date, the Exchange Ratio was fair from a financial point of view to
   the holders of Crestar Common Stock. See " -- Opinions of Financial
   Advisors -- Crestar."

      (viii) The expectation that the Merger will be tax-free (except for cash
   paid in lieu of fractional shares) for federal income tax purposes to
   Crestar and Crestar Shareholders and will qualify as a pooling of interests
   for accounting and financial reporting purposes. See " -- Accounting
   Treatment" and " -- Certain Federal Income Tax Consequences."

      (ix) The generally favorable impact that the Merger could be expected to
   have on the constituencies served by Crestar, including its customers,
   employees and communities.

      (x) The commitment of SunTrust to appoint Mr. Tilghman and three other
   current members of the Crestar Board to become members of the SunTrust
   Board at the Effective Time. The Crestar Board also considered the terms of
   the employment agreements entered into between SunTrust and Messrs.
   Tilghman and Wells, which will become effective as of the Effective Time.
   See " -- Interests of Certain Persons in the Merger."

      (xi) The terms of the Stock Option Agreements, including the risk that
   the Crestar Stock Option Agreement (as defined herein) might discourage
   third parties from offering to acquire Crestar by increasing the cost of
   such an acquisition, and recognizing that the execution of the Crestar
   Stock Option Agreement was a condition to SunTrust's willingness to enter
   into the Merger Agreement. See " -- The Stock Option Agreements."

     The foregoing discussion of the information and factors considered by the
Crestar Board is not intended to be exhaustive but is believed to include all
material factors considered by the Crestar Board. In reaching its determination
to


                                       20
<PAGE>

approve the Merger, the Crestar Board did not assign any relative or specific
weights to the foregoing factors, and individual directors may have given
differing weights to different factors.

     THE CRESTAR BOARD BELIEVES THAT THE MERGER, INCLUDING THE EXCHANGE RATIO,
IS FAIR TO AND IN THE BEST INTERESTS OF CRESTAR AND THE CRESTAR SHAREHOLDERS
AND HAS UNANIMOUSLY APPROVED AND ADOPTED THE MERGER AGREEMENT AND RECOMMENDS
THAT THE CRESTAR SHAREHOLDERS VOTE FOR APPROVAL OF THE MERGER AGREEMENT.


OPINIONS OF FINANCIAL ADVISORS

     SUNTRUST

     SunTrust has retained Lehman Brothers to act as its financial advisor in
connection with the Merger. Lehman Brothers has rendered its written opinion to
the SunTrust Board, dated July 20, 1998, to the effect that, based upon and
subject to the factors and assumptions set forth in such opinion, and as of the
date of such opinion, the Exchange Ratio to be paid by SunTrust to the Crestar
Shareholders in the Merger was fair to SunTrust from a financial point of view.
 

     THE FULL TEXT OF THE LEHMAN BROTHERS OPINION, WHICH SETS FORTH ASSUMPTIONS
MADE, PROCEDURES FOLLOWED, MATTERS CONSIDERED AND LIMITS ON THE REVIEW
UNDERTAKEN BY LEHMAN BROTHERS, IS ATTACHED TO THIS DOCUMENT AS ANNEX B. THE
SUMMARY SET FORTH IN THIS DOCUMENT OF THE OPINION OF LEHMAN BROTHERS IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE FULL TEXT OF THE LEHMAN BROTHERS
OPINION.

     SunTrust did not impose any limitations on the scope of Lehman Brothers'
investigation or the procedures to be followed by Lehman Brothers in rendering
its opinion. Lehman Brothers was not requested to and did not make any
recommendation to the SunTrust Board as to the form or amount of consideration
to be offered by SunTrust to the Crestar Shareholders in the Merger, which was
determined through arm's-length negotiations between the parties. In arriving
at its opinion, Lehman Brothers did not ascribe a specific range of values to
SunTrust or Crestar, but rather made its determination as to the fairness, from
a financial point of view, of the Exchange Ratio to be paid by SunTrust to the
Crestar Shareholders in the Merger on the basis of the financial and
comparative analyses described below. Lehman Brothers' opinion is for the use
and benefit of the SunTrust Board and was rendered to the SunTrust Board in
connection with its consideration of the Merger. Lehman Brothers' opinion is
not intended to be and does not constitute a recommendation to any SunTrust
Shareholder as to how such Shareholder should vote with respect to the Merger
Agreement and the Stock Issuance. Lehman Brothers was not requested to opine as
to, and its opinion does not address, SunTrust's underlying business decision
to proceed with or effect the Merger.

     In arriving at its opinion, Lehman Brothers reviewed and analyzed: (i) the
Merger Agreement and the specific terms of the Merger; (ii) such publicly
available information concerning SunTrust and Crestar that it believed to be
relevant to its analysis, including, without limitation, public information
released by SunTrust and Crestar with respect to income for the three month
period and six month period ended, and financial condition as of June 30, 1998,
SunTrust's and Crestar's quarterly reports on Form 10-Q for the period ended
March 31, 1998 and SunTrust's and Crestar's reports on Form 10-K for the year
ended December 31, 1997; (iii) financial and operating information with respect
to the businesses, operations and prospects of SunTrust and Crestar furnished
to it by SunTrust and Crestar, respectively; (iv) trading histories of the
common stocks of SunTrust and Crestar from July 15, 1993 to the present and a
comparison of those trading histories with those of other companies that it
deemed relevant; (v) a comparison of the historical financial results and
present financial conditions of SunTrust and Crestar with those of other
companies that it deemed relevant; (vi) published estimates of third party
research analysts regarding the future financial performance of SunTrust and
Crestar; (vii) a comparison of the financial terms of the Merger with the
financial terms of certain other recent transactions that it deemed relevant;
(viii) the relative contributions of SunTrust and Crestar on a pro forma basis
to the historical and projected financial condition and operations of the
combined company upon completion of the Merger; and (ix) the potential pro
forma impact of the Merger on SunTrust. In addition, Lehman Brothers had
discussions with the managements of SunTrust and Crestar concerning their
respective businesses, operations, assets, liabilities, financial conditions
and prospects, and the potential cost savings, operating synergies, incremental
earnings (including as a result of the use of excess capital) and other
strategic benefits expected to result from a combination of the businesses of
SunTrust and Crestar, and undertook such other studies, analyses and
investigations as it deemed appropriate.

     In arriving at its opinion, Lehman Brothers assumed and relied upon the
accuracy and completeness of the financial and other information used by it
without assuming any responsibility for independent verification of such
information. Lehman Brothers further relied upon the assurances of managements
of SunTrust and Crestar that they were not aware of any facts or circumstances
that would make such information inaccurate or misleading. In arriving at its
opinion, with the consent of SunTrust, Lehman Brothers was not provided with
and did not have any access to any financial forecasts or


                                       21
<PAGE>

projections prepared by the management of SunTrust as to the projected
stand-alone financial performance of SunTrust or any financial forecasts or
projections prepared by the management of Crestar as to the projected
stand-alone financial performance of Crestar, and accordingly, in performing
its analysis, based upon advice of SunTrust, Lehman Brothers assumed that the
publicly available estimates of research analysts are a reasonable basis upon
which to evaluate and analyze the future stand-alone financial performance of
SunTrust and Crestar and that SunTrust and Crestar would perform substantially
in accordance with such estimates. Lehman Brothers assumed, with the consent of
SunTrust, that cost savings, operating synergies, incremental earnings and
other strategic benefits to result from the Merger would be achieved
substantially in accordance with estimates prepared by management of SunTrust.
In arriving at its opinion, Lehman Brothers did not conduct a physical
inspection of the properties and facilities of Crestar or SunTrust and did not
make or obtain any evaluations or appraisals of the assets or liabilities of
Crestar or SunTrust. In addition, Lehman Brothers noted that it is not expert
in the evaluation of loan portfolios or allowances for loan and real estate
owned losses and, upon advice of SunTrust, it assumed that the allowances for
loan and real estate owned losses provided to it by SunTrust and Crestar were
in the aggregate adequate to cover all such losses. Upon advice of SunTrust and
its legal and accounting advisors, Lehman Brothers assumed that the Merger will
qualify for pooling-of-interests accounting treatment. Lehman Brothers' opinion
necessarily was based upon market, economic and other conditions as they
existed on, and could be evaluated as of, the date of its letter.

     In connection with the preparation and delivery of its opinion to the
SunTrust Board, Lehman Brothers performed a variety of financial and
comparative analyses, as described below. The preparation of a fairness opinion
involves various determinations as to the most appropriate and relevant methods
of financial and comparative analysis and the application of those methods to
the particular circumstances and, therefore, such an opinion is not readily
susceptible to summary description. Furthermore, in arriving at its opinion,
Lehman Brothers did not attribute any particular weight to any analysis or
factor considered by it, but rather made qualitative judgments as to the
significance and relevance of each analysis and factor. Accordingly, Lehman
Brothers believes that its analyses must be considered as a whole and that
considering any portion of such analyses and factors, without considering all
analyses and factors, could create a misleading or incomplete view of the
process underlying its opinion. In its analyses, Lehman Brothers made numerous
assumptions with respect to industry performance, general business and economic
conditions and other matters, many of which are beyond the control of SunTrust.
Any estimates contained in these analyses were not necessarily indicative of
actual values or predictive of future results or values, which may be
significantly more or less favorable than as set forth therein. In addition,
analyses relating to the value of businesses did not purport to be appraisals
or to reflect the prices at which businesses may actually be sold.

     PURCHASE PRICE ANALYSIS. Based upon the Exchange Ratio, the closing price
of SunTrust Common Stock on July 15, 1998 of $85.19 represented a value to be
received by holders of Crestar Common Stock of $81.78 per share. Based on this
implied transaction value per share, Lehman Brothers calculated the
price-to-market, price-to-book, price-to-tangible book, adjusted price-to-book
(wherein price and book value were adjusted to reflect a tangible common equity
to tangible assets ratio of 6.00%) and price-to-earnings multiples, paid in the
Merger. The implied transaction value per share yielded a premium of 34% over
the closing price of Crestar Common Stock of $60.88 on July 15, 1998. This
analysis also yielded a price-to-book value multiple of 4.16x, a
price-to-tangible book value multiple of 4.57x, an adjusted price-to-book value
multiple of 4.97x, a price to estimated 1998 earnings multiple of 26.4x and a
price to estimated 1999 earnings multiple of 24.1x (based on median estimates
of Crestar's 1998 and 1999 earnings published by Institutional Brokers Estimate
System ("IBES") as of July 15, 1998). IBES is a data service that monitors and
publishes a compilation of earnings estimates produced by selected research
analysts regarding companies of interest to institutional investors. Lehman
Brothers also noted that the transaction price to estimated 1998 and 1999
earnings multiples represented 108% and 110%, respectively, of the price to
estimated 1998 and 1999 earnings multiples of SunTrust.

     COMPARABLE TRANSACTION ANALYSIS. Using publicly available information,
Lehman Brothers reviewed certain terms and financial characteristics, including
historical and estimated current year and forward year price-to-earnings
ratios, the price-to-book ratio, the price-to-tangible book ratio and the
adjusted price-to-book ratio paid at the time of transaction announcement, of
nine selected banking company pooling-of-interests merger or acquisition
transactions (the "Comparable Bank Transactions Group"). The Comparable Bank
Transactions Group considered by Lehman Brothers in its analysis consisted of
the following transactions (identified by acquiror/acquiree): NationsBank
Corp./Boatmen's Bankshares, Inc.; Wachovia Corporation/Central Fidelity Banks
Inc.; First Union Corp./Signet Banking Corporation; NationsBank Corp./
Barnett Banks Inc.; National City Corp./First of America Bank Corporation;
First American Corporation/Deposit Guaranty Corporation; Regions Financial
Corporation/First Commercial Corporation; Union Planters Corporation/Magna
Group Inc.; and Star Banc Corporation/Firstar Corporation. The median values
for these transactions for the price to latest twelve months earnings ratio,
price to estimated current year earnings ratio (based upon estimates published
by IBES), price to


                                       22
<PAGE>

estimated forward year earnings ratio (based upon estimates published by IBES),
price-to-book ratio, price-to-tangible book ratio and adjusted price-to-book
ratio were 25.2x, 23.1x, 21.0x, 3.84x, 4.22x and 4.26x, respectively. The range
of values for these parameters were from 18.5x to 34.6x, 16.3x to 28.5x, 15.1x
to 25.3x, 2.71x to 4.19x, 2.99x to 5.81x and 3.15x to 5.59x, respectively.
These compared to transaction multiples of 27.5x, 26.4x, 24.1x, 4.16x, 4.57x
and 4.97x for the Merger based on the closing price of SunTrust Common Stock on
July 15, 1998. The range of premiums of implied transaction value per share in
these transactions to market price of the acquiree was 3% to 46% with a median
value of 31%, compared with a transaction premium to market price of 34% based
on the closing prices of SunTrust and Crestar Common Stock on July 15, 1998.
The range of values of the transaction price to estimated current year and
forward year earnings multiples as a percentage of the acquiror's estimated
current year and forward year earnings multiples was 97% to 163% and 107% to
167%, respectively, with median values of 137% and 136%, respectively, compared
with values of 108% and 110%, respectively, for the transaction.

     Because the reasons for and circumstances surrounding each of the
transactions analyzed were different and because of the inherent differences in
the businesses, operations, financial conditions and prospects of Crestar and
the companies included in the Comparable Bank Transactions Group, Lehman
Brothers did not rely on a purely quantitative analysis but also made certain
qualitative judgments concerning the differences between the characteristics of
these transactions and the Merger which would affect the acquisition values of
the acquired companies and Crestar.

     COMPARABLE COMPANY ANALYSIS. Using publicly available information, Lehman
Brothers compared the financial performance and stock market valuation of
Crestar with the following selected banking companies (the "Comparable Bank
Group"): AmSouth Bancorporation, BB&T Corporation, First Tennessee National
Corporation, First Union Corp., NationsBank Corp., Regions Financial
Corporation, SouthTrust Corporation, Union Planters Corporation and Wachovia
Corporation. Lehman Brothers reviewed the ratio of price to estimated 1998
earnings (19.6x for Crestar and a median of 18.5x for the Comparable Bank
Group); the ratio of price-to-book (3.10x for Crestar and a median of 3.39x for
the Comparable Bank Group) and the ratio of price-to-tangible book (3.40x for
Crestar and a median of 4.19x for the Comparable Bank Group). These ratios for
the Comparable Bank Group are based on published financial results as of June
30, 1998, closing stock market prices on July 15, 1998 and estimated earnings
per share based on the most recent median estimates for 1998 and 1999 earnings
published by IBES. These ratios for Crestar are based on published financial
results as of June 30, 1998, IBES 1998 and 1999 earnings per share estimates as
of July 15, 1998 and the closing price for Crestar Common Stock of $60.88 as of
close of business on July 15, 1998.

     Because of the inherent differences in the businesses, operations,
financial conditions and prospects of Crestar and the companies included in the
Comparable Bank Group, Lehman Brothers did not rely on a purely quantitative
analysis but also made certain qualitative judgments concerning the differences
between Crestar and the companies included in the Comparable Bank Group which
would affect the trading values of the comparable companies and Crestar.

     DISCOUNTED CASH FLOW ANALYSIS. Lehman Brothers discounted five years of
estimated cash flows of Crestar (based upon estimates published by IBES),
including SunTrust management projections of cost savings and operational
synergies resulting from the Merger, assuming a dividend rate sufficient to
maintain a tangible capital ratio (defined as tangible common equity divided by
tangible assets) of 6.00% and using a range of discount rates from 11% to 13%.
Lehman Brothers derived an estimate of a range of terminal values by applying
multiples ranging from 17 times to 19 times estimated year-end 2003 net income
assuming IBES median estimates for 1999 and a growth rate of 10% for 2000,
2001, 2002 and 2003. This analysis yielded a range of stand alone, fully
diluted values for Crestar Common Stock of approximately $58 to $69 per share
and a range of fully diluted values including expected cost savings and
incremental earnings for Crestar Common Stock of approximately $86 to $102 per
share.

     PRO FORMA MERGER ANALYSIS. Lehman Brothers analyzed the impact of the
Merger on SunTrust's estimated earnings per share based on the most recent
estimates for the 1998 and 1999 earnings of SunTrust published by IBES. In
connection with this analysis, management of SunTrust provided Lehman Brothers
with estimates for cost savings and incremental earnings (including as a result
of the use of excess capital from the Merger), which estimates were
incorporated in Lehman Brothers' analyses. Based on such IBES estimates and
management projections of expected cost savings and incremental earnings,
Lehman Brothers calculated that the Merger would result in accretion of 3.6%
and 4.3% to SunTrust's earnings per share in 1999 and 2000, respectively,
assuming 75% of such expected cost savings and incremental earnings were
realized in 1999 and assuming 100% of such expected cost savings and
incremental earnings were realized thereafter.

     CONTRIBUTION ANALYSIS. Lehman Brothers analyzed the respective
contributions of Crestar and SunTrust to the combined company's pro forma
balance sheet as of June 30, 1998, and pro forma net income based on the most
recent


                                       23
<PAGE>

estimates for the 1998 and 1999 earnings of SunTrust and Crestar published by
IBES. This analysis showed that Crestar would have contributed 30% of total
assets, 27% of total equity and 40% of common equity on a pro forma basis as of
June 30, 1998 and that, based on earnings estimates published by IBES,
Crestar's contribution to the combined company's 1999 net income, would be 33%
before cost savings and operational synergies and would be 37% assuming full
phase-in of cost savings. Based upon the Exchange Ratio, Crestar Shareholders
would own an estimated 34% of the combined company upon completion of the
Merger.

     Lehman Brothers is an internationally recognized investment banking firm.
Lehman Brothers, as part of its investment banking business, is continuously
engaged in the valuation of businesses and securities in connection with
mergers and acquisitions, negotiated underwritings, competitive biddings,
secondary distributions of listed and unlisted securities, private placements
and valuations for corporate and other purposes. The SunTrust Board retained
Lehman Brothers based upon Lehman Brothers' experience and expertise and its
familiarity with SunTrust and transactions similar to the Merger. Lehman
Brothers is acting as financial advisor to SunTrust in connection with the
Merger. Pursuant to a letter agreement dated July 17, 1998, between SunTrust
and Lehman Brothers, SunTrust has agreed to pay Lehman Brothers (i) a retainer
of $125,000 paid upon signing of the letter agreement, (ii) a fee of $2,000,000
upon delivery of the opinion and the signing of a definitive agreement and
(iii) a fee of 0.18% of the Merger Consideration (less any amounts paid to
Lehman Brothers under (i) and (ii)) payable upon consummation of the Merger for
its services in connection with the Merger. The letter agreement with Lehman
Brothers also provides that SunTrust will reimburse Lehman Brothers for its
out-of-pocket expenses and indemnify Lehman Brothers and certain related
persons and entities against certain liabilities, including liabilities under
securities laws, incurred in connection with its services thereunder. Lehman
Brothers has performed various investment banking services for SunTrust and
Crestar in the past, and has received customary fees for such services. In the
ordinary course of its business, Lehman Brothers and its affiliates actively
trade in the debt and equity securities of SunTrust and Crestar for their own
account and for the accounts of its customers and, accordingly, may at any time
hold a long or short position in such securities.


     CRESTAR

     Crestar retained Morgan Stanley to act as Crestar's financial advisor in
connection with the Merger and related matters based upon its qualifications,
expertise and reputation, as well as Morgan Stanley's prior investment banking
relationship and familiarity with Crestar. At the July 19, 1998 meeting of the
Crestar Board, Morgan Stanley delivered an oral opinion to the Crestar Board,
which opinion was subsequently confirmed in writing, that, as of such date and
subject to certain considerations set forth in such opinion, the Exchange Ratio
in the Merger Agreement was fair from a financial point of view to the holders
of shares of Crestar Common Stock (other than SunTrust and its affiliates). The
Crestar Board did not impose any limitations with respect to the investigations
made or procedures followed by Morgan Stanley in rendering its opinion.

     THE FULL TEXT OF MORGAN STANLEY'S OPINION, WHICH SETS FORTH, AMONG OTHER
THINGS, ASSUMPTIONS MADE, PROCEDURES FOLLOWED, MATTERS CONSIDERED, AND
LIMITATIONS ON THE REVIEW UNDERTAKEN, IS ATTACHED AS ANNEX C TO THIS DOCUMENT.
CRESTAR SHAREHOLDERS ARE URGED TO, AND SHOULD, READ THE MORGAN STANLEY OPINION
CAREFULLY AND IN ITS ENTIRETY. MORGAN STANLEY'S OPINION IS DIRECTED TO THE
CRESTAR BOARD AND THE FAIRNESS OF THE EXCHANGE RATIO FROM A FINANCIAL POINT OF
VIEW TO THE HOLDERS OF SHARES OF CRESTAR COMMON STOCK (OTHER THAN SUNTRUST AND
ITS AFFILIATES), AND IT DOES NOT ADDRESS ANY OTHER ASPECT OF THE MERGER NOR
DOES IT CONSTITUTE A RECOMMENDATION TO ANY CRESTAR SHAREHOLDER AS TO HOW TO
VOTE AT THE CRESTAR MEETING. THE SUMMARY OF THE OPINION OF MORGAN STANLEY SET
FORTH IN THIS DOCUMENT IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE FULL
TEXT OF SUCH OPINION.

     In connection with rendering its opinion, Morgan Stanley, among other
things: (i) reviewed certain publicly available financial statements and other
information of Crestar and SunTrust, respectively; (ii) reviewed certain
internal financial statements and other financial and operating data concerning
Crestar and SunTrust prepared by the managements of Crestar and SunTrust,
respectively; (iii) analyzed certain financial projections prepared by the
managements of Crestar and SunTrust, respectively; (iv) discussed the past and
current operations and financial condition and the prospects of Crestar and
SunTrust with senior executives of Crestar and SunTrust, respectively; (v)
reviewed the reported prices and trading activity for the Crestar Common Stock
and the SunTrust Common Stock; (vi) compared the financial performance of
Crestar and SunTrust and the prices and trading activity of the Crestar Common
Stock and the SunTrust Common Stock with that of certain other comparable
publicly-traded companies and their securities; (vii) discussed the results of
regulatory examinations of Crestar and SunTrust with senior management of the
respective companies; (viii) discussed with senior managements of Crestar and
SunTrust the strategic objectives of the Merger and their estimates of the
synergies and other benefits of the Merger for the combined company; (ix)
analyzed the pro forma impact of the Merger


                                       24
<PAGE>

on the combined company's earnings per share, consolidated capitalization and
financial ratios; (x) reviewed the financial terms, to the extent publicly
available, of certain comparable merger transactions; (xi) participated in
discussions and negotiations among representatives of Crestar and SunTrust and
their financial and legal advisors; (xii) reviewed the Merger Agreement and
certain related documents; and (xiii) performed such other analyses and
considered such other factors as deemed appropriate.

     In rendering its opinion, Morgan Stanley assumed and relied upon without
independent verification the accuracy and completeness of the information
reviewed by Morgan Stanley for the purposes of its opinion. With respect to the
financial projections, including the synergies and other benefits expected to
result from the Merger, Morgan Stanley has assumed that they have been
reasonably prepared on bases reflecting the best currently available estimates
and judgments of the future financial performance of Crestar and SunTrust.
Morgan Stanley has not made any independent valuation or appraisal of the
assets or liabilities of Crestar or SunTrust, nor has Morgan Stanley been
furnished with any such appraisals, and Morgan Stanley has not examined any
individual loan credit files of Crestar or SunTrust. In addition, Morgan
Stanley has assumed the Merger will be completed substantially in accordance
with the terms set forth in the Merger Agreement. Morgan Stanley's opinion was
necessarily based on financial, economic, market and other conditions as in
effect on, and the information made available to Morgan Stanley as of, the date
of such opinion. In arriving at its opinion, Morgan Stanley was not authorized
to solicit, and did not solicit, interest from any party with respect to an
acquisition or merger involving Crestar or any of its assets.

     The following is a summary of the financial analyses performed by Morgan
Stanley and reviewed with the Crestar Board on July 17, 1998 in connection with
rendering its opinion dated as of July 19, 1998.

     VALUATION METHODOLOGIES. As part of its financial analyses, Morgan Stanley
performed valuation analyses of Crestar using various methodologies. Morgan
Stanley evaluated the positions and strengths of Crestar on a stand-alone
basis, considered estimates by Crestar and SunTrust management of the synergies
which could be expected to be realized in a merger with Crestar and determined
an acquisition value based upon specified assumptions. The following is a
summary of the various methodologies underlying the valuation analyses
conducted by Morgan Stanley.

     COMPARABLE COMPANY ANALYSIS. As part of its analysis, Morgan Stanley
compared certain financial information of Crestar with corresponding publicly
available information of (i) a group of twelve publicly traded bank holding
companies that Morgan Stanley considered comparable in certain respects with
Crestar (the "Peer Group") and (ii) thirty-five bank holding companies (the
"Morgan Stanley Bank Index" and together with the Peer Group, the
"Comparables"). Historical financial information used in connection with the
ratios provided below is as of June 30, 1998 with respect to financial
information for Crestar and SunTrust, and as of March 31, 1998 with respect to
financial information for the Comparables.

     Morgan Stanley analyzed the relative performance and value of Crestar by
comparing certain market trading statistics for Crestar with those of the
Comparables. Market information used in ratios provided below is as of July 16,
1998. The market trading information used in the valuation analysis was market
price to book value (which was 3.1x in the case of Crestar; 3.8x in the case of
the average of the Peer Group; and 3.5x in the case of the average of the
Morgan Stanley Bank Index) and market price to estimated earnings per share for
1999 (which was 18.1x in the case of Crestar; 17.1x in the case of the average
of the Peer Group; and 17.9x in the case of the average of the Morgan Stanley
Bank Index). Earnings per share estimates for Crestar, the Morgan Stanley Bank
Index and the Peer Group were based on IBES estimates as of July 16, 1998. The
implied range of values for Crestar Common Stock derived from the analysis of
the Comparables' market price to book value and market price to 1999 estimated
earnings per share ranged from approximately $58 to $69 per share.

     DIVIDEND DISCOUNT ANALYSIS. Morgan Stanley performed a dividend discount
analysis to determine a range of present values per share of Crestar Common
Stock assuming Crestar continued to operate as a stand-alone entity. This range
was determined by adding (i) the present value of the estimated future dividend
stream that Crestar could generate over the five-year period from 1998 through
2002, and (ii) the present value of the "terminal value" of Crestar Common
Stock at the end of the year 2002. To determine a projected dividend stream,
Morgan Stanley assumed a constant tangible common equity/tangible assets ratio
of 7%. The earnings projections which formed the basis for the dividends and
the terminal value were adapted from IBES estimates for 1998 and 1999, and
earnings growth rates ranging from 10%-14% for estimating earnings for 2000
through 2003. The "terminal value" of Crestar Common Stock at the end of the
period was determined by applying two price-to-earnings multiples (17x and 19x)
to year 2003 projected earnings. The dividend stream and terminal values were
discounted to present values using discount rates of 12% and 14%, which Morgan


                                       25
<PAGE>

Stanley viewed as the appropriate discount rate range for a company with
Crestar's risk characteristics. Based on the above assumptions, fully diluted
stand-alone value of Crestar Common Stock ranged from approximately $53 to $73
per share.

     IMPLIED ACQUISITION VALUE. Morgan Stanley performed an analysis of the
acquisition valuation of Crestar in which it assumed that the net present value
of estimated cost savings and revenue enhancements was added to the stand-alone
value of Crestar Common Stock calculated using IBES estimates as described
above (see " -- Dividend Discount Analysis" above). Based on pre-tax synergies
ranging from $113-$188 million (15%-25% of 1998 projected non-interest expense
base of $750 million), discount rates of 12% and 14%, a phase-in cost of
savings over two years, a cost savings growth rate of 4% after the phase-in
period, and merger and reorganization charges equal to the synergies incurred
in the first year following the Merger, Morgan Stanley estimated the implied
acquisition value of Crestar Common Stock to range from approximately $58 to
$83 per share.

     PRECEDENT TRANSACTION ANALYSIS. Morgan Stanley performed an analysis of
eleven precedent transactions (the "Precedent Transactions") by selected
holding companies of commercial banks that Morgan Stanley deemed comparable to
the Merger in order to compare the multiples of book value and projected
earnings indicated by the Exchange Ratio in the Merger to those multiples
indicated for the Precedent Transactions. The eleven transactions constituting
the Precedent Transactions were (acquiror/acquiree): Wachovia
Corporation/Jefferson Bancshares, Inc., Wachovia Corporation/Central Fidelity
Banks, Inc., First Union Corporation/Signet Banking Corp., NationsBank
Corporation/Barnett Banks, Inc., Banc One Corporation/First Commerce
Corporation, First Union Corporation/CoreStates Financial Corporation, National
City Corporation/First of America Bank Corporation, First American
Corporation/Deposit Guaranty Corp., Regions Financial Corporation/First
Commercial Bancshares, Inc., Union Planters Corporation/Magna Group, Inc., and
Star Banc Corporation/Firstar Corporation.

     The ranges of multiples of book value (based on the acquired company's
most recently reported book value per share prior to the announcement of the
transaction) and of estimated earnings per share (based on IBES estimates of
the acquired company's earnings per share prior to announcement of the
transaction) for the Precedent Transactions were 2.6x to 5.3x and 18.2x to
25.3x, respectively. The resulting medians of the book value and earnings
multiples for the Precedent Transactions were 3.8x and 22.3x, respectively. The
range of premiums to market for the Precedent Transactions were 17% to 46% with
a median premium to market of 34%. The multiples of Crestar's book value per
share as of June 30, 1998 and of Crestar's 1999 IBES earnings per share
estimate as of July 16, 1998, indicated by the Exchange Ratio in the Merger
were 4.2x and 24.4x, respectively, and the premium to market value per share of
Crestar Common Stock indicated by the Exchange Ratio in the Merger was 35%. The
foregoing multiples indicated by the Exchange Ratio were based on the closing
prices of SunTrust Common Stock and Crestar Common Stock on July 16, 1998.

     No company or transaction used in the comparable company and comparable
transaction analyses is identical to Crestar or the Merger. Accordingly, an
analysis of the results of the foregoing necessarily involves complex
considerations and judgments concerning financial and operating characteristics
of Crestar and other factors that could affect the public trading value of the
companies to which they are being compared. Mathematical analysis (such as
determining the average or median) is not in itself a meaningful method of
using comparable transaction data or comparable company data.

     CONTRIBUTION ANALYSIS. Morgan Stanley reviewed the pro forma effects of
the Merger and computed the contribution to the combined company's pro forma
financial results attributable to each of Crestar and SunTrust. The computation
showed, among other things, that Crestar and SunTrust would contribute to the
combined company approximately 27% and 73%, respectively, of book value as of
June 30, 1998, 30% and 70%, respectively, of assets, 30% and 70%, respectively,
of net revenues, 32% and 68%, respectively, of 1998 estimated earnings based on
IBES estimates, and 28% and 72%, respectively, of market value as of July 16,
1998. Morgan Stanley calculated that the Exchange Ratio would result in an
allocation between the holders of Crestar Common Stock and SunTrust Common
Stock of pro forma ownership of the combined company equal to approximately 34%
and 66%, respectively.

     PRO FORMA MERGER ANALYSIS. Morgan Stanley analyzed the financial impact of
the Merger on SunTrust's estimated earnings per share and the estimates of cost
savings, revenue enhancements and other synergies expected to result from the
Merger. Earnings estimates were based on IBES earnings estimates as of July 16,
1998 for 1998 and 1999 and assumed an 11% growth rate for 2000. This analysis
showed that, after giving effect to the Merger, the timing for the realization
of the Merger synergies and before the impact of one-time Merger-related
charges, SunTrust's fully diluted earnings per share would increase in 1999 and
2000, in each case compared to SunTrust on a stand-alone basis.


                                       26
<PAGE>

     The preparation of a fairness opinion is a complex process and is not
necessarily susceptible to a partial analysis or summary description. In
arriving at its opinion, Morgan Stanley considered the results of all its
analyses as a whole and did not attribute any particular weight to any analysis
or factor considered by it. Morgan Stanley believes that selecting any portion
of its analyses, without considering all analyses, would create an incomplete
view of the process underlying its opinion. In addition, Morgan Stanley may
have deemed various assumptions more or less probable than other assumptions,
so that the ranges of valuations resulting from any particular analysis
described above should not be taken to be Morgan Stanley's view of the actual
value of Crestar.

     In performing its analyses, Morgan Stanley made numerous assumptions with
respect to industry performance, general business and economic conditions and
other matters, many of which are beyond the control of Crestar or SunTrust. The
analyses performed by Morgan Stanley are not necessarily indicative of actual
values, which may be significantly more or less favorable than suggested by
such analyses. Such analyses were prepared solely as a part of Morgan Stanley's
analysis of the fairness from a financial point of view of the Exchange Ratio
in the Merger Agreement to the holders of shares of Crestar Common Stock (other
than SunTrust and its affiliates) and were conducted in connection with the
delivery of Morgan Stanley's opinion. The analyses do not purport to be
appraisals or to reflect the prices at which Crestar might actually be sold.

     As described above, Morgan Stanley's opinion and the information provided
by Morgan Stanley to the Crestar Board were two of a number of factors taken
into consideration by the Crestar Board in making its determination to
recommend approval and adoption of the Merger Agreement to the Crestar
Shareholders. Consequently, the Morgan Stanley analyses described above should
not be viewed as determinative of the opinion of the entire Crestar Board or
the view of the management with respect to the value of Crestar. The Exchange
Ratio was determined through negotiations between Crestar and its advisors and
SunTrust, and was approved by the entire Crestar Board.

     The Crestar Board retained Morgan Stanley based upon its experience and
expertise. Morgan Stanley is an internationally recognized investment banking
and advisory firm. As part of its investment banking business, Morgan Stanley
is regularly engaged in the valuation of businesses and securities in
connection with mergers and acquisitions, negotiated underwritings, competitive
biddings, secondary distributions of listed and unlisted securities, private
placements and valuation for estate, corporate and other purposes. In the
course of its business, Morgan Stanley and its affiliates may actively trade
the debt and equity securities of Crestar and SunTrust for their own account
and for the accounts of customers and, accordingly may at any time hold a long
or short position in such securities. In the past, Morgan Stanley has provided
financial advisory and investment banking services to Crestar and SunTrust for
which services Morgan Stanley received customary fees. In the past two years,
Morgan Stanley has been paid fees aggregating approximately $5.0 million for
services rendered to Crestar, including acting as underwriter for Crestar's
issuance of subordinated notes and capital securities and for financial
advisory services.

     Pursuant to a letter agreement dated July 10, 1998, Crestar has agreed to
pay Morgan Stanley: (i) an advisory fee estimated to be between $100,000 and
$150,000 which is payable regardless of whether the Merger is consummated, and
(ii) a transaction fee equal to approximately $---  million, based on the price
of SunTrust Common Stock as of ---  , 1998, which is payable upon the
consummation of the Merger. Any advisory fee paid will be credited against the
transaction fee. In addition, Crestar has agreed, among other things, to
reimburse Morgan Stanley for all reasonable out-of-pocket expenses incurred in
connection with the services provided by Morgan Stanley, and to indemnify and
hold harmless Morgan Stanley and certain related parties from and against
certain liabilities and expenses, which may include certain liabilities under
the federal securities laws, in connection with its engagement.


EXCHANGE OF CRESTAR COMMON STOCK FOR SUNTRUST COMMON STOCK

     Promptly after the Effective Time, SunTrust will cause SunTrust Bank,
Atlanta (the "Exchange Agent"), to send to each holder of record of Crestar
Common Stock transmittal materials for use in exchanging all of their
certificates representing shares of Crestar Common Stock for a certificate or
certificates representing shares of SunTrust Common Stock and a check for any
fractional share interest, as applicable. The transmittal materials will
contain information and instructions with respect to the surrender of
certificates of shares of Crestar Common Stock in exchange for certificates
representing shares of SunTrust Common Stock.

     CRESTAR SHAREHOLDERS SHOULD NOT SEND IN THEIR SHARE CERTIFICATES UNTIL
THEY RECEIVE THE LETTER OF TRANSMITTAL FORM AND INSTRUCTIONS.

     Following the Effective Time and upon surrender of all of the certificates
representing shares of Crestar Common Stock registered in the name of a holder
of Crestar Common Stock (or indemnity satisfactory to SunTrust or the


                                       27
<PAGE>

Exchange Agent if any of such certificates are lost, stolen or destroyed),
together with a properly completed letter of transmittal, the Exchange Agent
will mail to such holder a certificate or certificates representing the number
of shares of SunTrust Common Stock to which such holder is entitled, together
with all undelivered dividends or distributions, less the amount of any
withholding taxes which may be required thereon, in respect of such shares and,
where applicable, a check in the amount of any cash to be paid in lieu of
fractional shares.

     Declaration of dividends by SunTrust after the Effective Time will include
dividends on all SunTrust Common Stock issued in the Merger, but no dividend or
other distribution payable to the holders of record of SunTrust Common Stock at
or as of any time after the Effective Time will be paid to the holder of any
certificates representing shares of Crestar Common Stock until such holder
physically surrenders all such certificates as described above. Promptly after
such surrender, all undelivered dividends and other distributions, less the
amount of any withholding taxes which may be required thereon and, where
applicable, a check for the amount representing any fractional share interest,
will be delivered to such holder (in each case, without interest). After the
Effective Time, the stock transfer books of Crestar will be closed and there
will be no transfers on the transfer books of Crestar of the shares of Crestar
Common Stock that were outstanding immediately prior to the Effective Time.


TERMS OF THE MERGER AGREEMENT

     EFFECTIVE TIME OF THE MERGER. The Merger will become effective upon the
filing of the Articles of Merger with the State Corporation Commission of
Virginia, or such later time as the parties have agreed upon and designated in
such filing. The Merger Agreement provides that the parties will file the
Articles of Merger as soon as practicable following the satisfaction or waiver
of the conditions to the Merger.

     CONDITIONS TO THE MERGER. The respective obligations of SunTrust and
Crestar to effect the Merger and to consummate the other transactions
contemplated to occur on the closing date of the Merger (the "Closing Date")
are subject to the satisfaction or waiver of certain conditions, including the
following: (i) approval of the Merger Agreement by the Crestar Shareholders and
the SunTrust Shareholders; (ii) approval of the listing on the NYSE of the
shares of SunTrust Common Stock to be issued to Crestar Shareholders in the
Merger; (iii) receipt of all necessary authorizations, consents, orders or
approvals of, and all expirations of waiting periods imposed by, any
governmental authorities (collectively, "Consents") which are necessary for
consummation of the Merger; PROVIDED, HOWEVER, that no such Consent shall be
deemed obtained if it imposes any condition or requirement that would so
materially and adversely impact the economic or business benefits to SunTrust
or Crestar of the transactions contemplated by the Merger Agreement that, had
such condition or requirement been known, such party would not, in its
reasonable judgement, have entered into the Merger Agreement; (iv) the
effectiveness of the Registration Statement on Form S-4 (the "Registration
Statement") filed by SunTrust under the Securities Act of 1933, as amended (the
"Securities Act"), with the Securities and Exchange Commission (the
"Commission") covering the shares of SunTrust Common Stock to be issued in
connection with the Merger and the absence of any stop order or proceeding by
the Commission seeking a stop order; (v) receipt from Arthur Andersen LLP and
KPMG Peat Marwick LLP of letters confirming that the Merger qualifies for
pooling of interests accounting treatment; (vi) receipt of opinions of
Crestar's and SunTrust's counsel that the Merger will be treated for U.S.
federal income tax purposes as a reorganization within the meaning of Section
368(a) of the Code; (vii) the accuracy as of the Closing Date of the other
party's representations and warranties as set forth in the Merger Agreement
(except where the failure or failures of such accuracy, individually or in the
aggregate, does not result in a material adverse effect); and (viii) the
performance by the other party in all material respects of its obligations
under the Merger Agreement.

     NO SOLICITATION; BOARD ACTION. Crestar has agreed not to, directly or
indirectly, (i) solicit, initiate, encourage or facilitate the submission of
any proposal relating to or involving any merger, consolidation, share
exchange, joint venture, business combination or similar transaction involving
Crestar or any subsidiary of Crestar, or any purchase of all or any material
portion of the assets of Crestar or any subsidiary of Crestar (an "Acquisition
Transaction") or (ii) enter into, encourage or facilitate any discussions or
negotiations regarding, or furnish to any person any information with respect
to, or take any other action to encourage or facilitate any inquiries or the
making of any proposal that constitutes, or may reasonably be expected to lead
to or constitute an effort to facilitate, any proposal relating to or involving
an Acquisition Transaction. Crestar has also agreed to terminate immediately
and cease any and all discussions, negotiations and/or contacts with any other
person or entity which may exist relating to or involving an Acquisition
Transaction.

     Notwithstanding the above-described non-solicitation provision and other
provisions of the Merger Agreement, the Crestar Board may furnish information
to, or enter into discussions or negotiations with, any person or entity that
makes an unsolicited, written BONA FIDE proposal regarding an Acquisition
Transaction if, and only to the extent that (i) the


                                       28
<PAGE>

Crestar Board concludes in good faith, after consultation with and based upon
the advice of outside counsel, that it is required to furnish such information
or enter into such discussions or negotiations in order to comply with its
fiduciary duties to shareholders under applicable law, (ii) prior to taking
such action, Crestar receives from such person or entity an executed
confidentiality agreement and an executed standstill agreement, each in
reasonably customary form (provided that such agreement is at least as limiting
as any such agreement between SunTrust and Crestar), and (iii) the Crestar
Board concludes in good faith that the proposal regarding the Acquisition
Transaction contains an offer of consideration that is superior to the
consideration set forth in the Merger Agreement. Crestar has also agreed that
it shall (i) immediately advise SunTrust orally and in writing of (A) the
receipt by it (directly or indirectly) of any proposal regarding an Acquisition
Transaction, or any inquiry which could reasonably be expected to lead to any
such proposal, (B) the material terms and conditions of such proposal or
inquiry (whether written or oral), and (C) the identity of the person making
any such proposal or inquiry, (ii) keep SunTrust fully informed of the status
and details of any such proposal or inquiry, and (iii) negotiate in good faith
with SunTrust to make such adjustments in the terms and conditions of the
Merger Agreement as would enable Crestar to proceed with the transactions
contemplated therein on such adjusted terms.

     CONDUCT OF BUSINESS PENDING THE MERGER. From the date of the Merger
Agreement to the Effective Time, Crestar has agreed to carry on its businesses
in the ordinary course consistent with past practice, to use all commercially
reasonable efforts to preserve intact the business organization of Crestar and
each of its subsidiaries, to keep available the services of its and their
present key officers and employees and to preserve the goodwill of those having
business relationships with Crestar or its subsidiaries. SunTrust has agreed
not to make any extraordinary or special dividend on the SunTrust Common Stock
or take any action that would (i) materially delay or adversely affect the
ability of SunTrust to obtain any Consents required to permit consummation of
the Merger or (ii) materially adversely affect its ability to perform its
obligations under the Merger Agreement or to consummate the transactions
contemplated thereby.

     In addition, from the date of the Merger Agreement to the Effective Time,
except as specifically contemplated by the Merger Agreement or the Crestar
Stock Option Agreement, Crestar has agreed not to, and to cause its
subsidiaries not to, without the prior written consent of SunTrust:

      (i) except in the ordinary course of business, (A) incur any indebtedness
   for borrowed money, (B) assume, guarantee, endorse or otherwise as an
   accommodation become responsible for the obligations of any other
   individual, corporation or other entity, or (C) make any loan or advance;

      (ii) make any change or amendment to the articles of incorporation (the
   "Crestar Charter") or bylaws (the "Crestar Bylaws") of Crestar (or
   comparable governing instruments for subsidiaries) in a manner that would
   materially and adversely affect Crestar's or SunTrust's ability to
   consummate the Merger or the economic benefits of the Merger to either
   party;

      (iii) issue or sell any shares of capital stock or any other securities
   (other than (A) pursuant to outstanding exercisable stock options, (B)
   pursuant to the Rights Agreement between Crestar and Mellon Bank, NA, as
   Rights Agent, dated as of June 23, 1989 (the "Crestar Rights Agreement"),
   (C) pursuant to the terms of 401(k) plans of Crestar and any subsidiary of
   Crestar, or (D) pursuant to the Crestar Dividend Reinvestment Plan) or
   issue any securities convertible into or exchangeable for, or options,
   warrants to purchase, scrip, rights to subscribe for, calls or commitments
   of any character whatsoever relating to, or enter into any contract,
   understanding or arrangement with respect to the issuance of, any shares of
   capital stock or any other securities of Crestar or any of its subsidiaries
   (other than pursuant to Crestar's option plans) or enter into any
   arrangement or contract with respect to the purchase or voting of shares of
   their capital stock, or adjust, split, combine or reclassify any of their
   capital stock or other securities or make any other changes in their
   capital structures;

      (iv) declare, set aside, pay or make any dividend or other distribution
   or payment (whether in cash, stock or property) with respect to, or
   purchase or redeem, any shares of the capital stock of Crestar or any of
   its subsidiaries other than (A) regular quarterly cash dividends in an
   amount not to exceed $0.33 per share of Crestar Common Stock payable on the
   regular historical payment dates and (B) dividends paid by any subsidiary
   to Crestar or another subsidiary of Crestar with respect to its capital
   stock;

      (v) acquire or agree to acquire by merging or consolidating with, or by
   purchasing a substantial portion of the assets of, or by any other manner,
   any business or any person;


                                       29
<PAGE>

      (vi) sell, lease, license, mortgage or otherwise encumber or subject to
   any lien or otherwise dispose of a material amount of Crestar's properties
   or assets (including securitizations), other than in the ordinary course of
   business consistent with past practice;

      (vii) adopt or amend (except as required by law or other contractual
   obligations existing on the date of the Merger Agreement) any bonus, profit
   sharing, compensation, severance, termination, stock option, pension,
   retirement, deferred compensation, employment or other employee benefit
   agreements, trusts, plans, funds or other arrangements for the benefit or
   welfare of any director, officer or employee, or (except for normal merit
   increases in the ordinary course of business consistent with past practice)
   increase the compensation or fringe benefits of any director, officer or
   employee or pay any benefit not required by any existing plan, agreement or
   arrangement (including, without limitation, the granting of stock options
   or stock appreciation rights) or take any action or grant any benefit not
   required under the terms of any existing agreements, trusts, plans, funds
   or other such arrangements or enter into any contract, agreement,
   commitment or arrangement to do any of the foregoing; or

      (viii) authorize, or commit or agree to take, any of the actions
   described above.

     MODIFICATION OF CERTAIN POLICIES. Crestar has agreed that at the request
of SunTrust it will modify its loan, litigation, real estate valuation, asset,
liquidity and investment portfolio policies and practices (including loan
classifications and level of reserves) prior to the Effective Time so as to be
consistent on a mutually satisfactory basis with those of SunTrust and
generally accepted accounting principles, at the earlier of (i) such time
within seven days prior to the Effective Time as SunTrust acknowledges in
writing that all conditions to its obligations to complete the Merger set forth
in the Merger Agreement have been waived or satisfied if the Merger were to be
completed on such date or (ii) immediately prior to the Effective Time.

     BOARD OF DIRECTORS. SunTrust has agreed to increase the size of the
SunTrust Board by three members and to elect three non-employee members of the
Crestar Board to fill such vacancies, each of whom will be placed in a separate
class on the SunTrust Board. SunTrust also has agreed to expand the SunTrust
Board by one additional director and has agreed to name Mr. Tilghman as Vice
Chairman of the SunTrust Board.

     INDEMNIFICATION OBLIGATIONS. SunTrust has agreed to indemnify each present
and former officer and director of Crestar or any Crestar subsidiaries, for a
period of six years after the Effective Time, against all costs or expenses
(including reasonable attorneys' fees), judgments, fines, losses, claims,
damages or liabilities incurred in connection with any claim, action, suit,
proceeding or investigation, whether civil, criminal, administrative or
investigative, arising out of actions or omissions occurring at or prior to the
Effective Time, which are based upon or relate to such person's capacity as a
director or officer, to the fullest extent that such persons are permitted to
be indemnified under the VSCA or the Crestar Charter or the Crestar Bylaws.
SunTrust also has agreed to cause the persons serving as officers and directors
of Crestar immediately prior to the Effective Time to be covered for a period
of six years from the Effective Time by the directors' and officers' liability
insurance policy maintained by Crestar (provided that SunTrust may substitute
therefor policies of at least the same coverage and amounts containing terms
and conditions which are not less advantageous than such policy) with respect
to acts or omissions occurring prior to the Effective Time which were committed
by such officers and directors in their capacity as such. Notwithstanding the
preceding sentence, in no event will SunTrust be required to expend on any
annual basis more than 200% of the current amount expended by Crestar to
maintain or procure insurance coverage.

     ADDITIONAL COVENANTS. SunTrust and Crestar also have agreed to: (i)
prepare and file this document and the Registration Statement with the
Commission; (ii) hold the Meetings to obtain the approval of the SunTrust
Shareholders and the Crestar Shareholders of the Merger and the Merger
Agreement and the transactions contemplated thereby; (iii) afford the other
party and its respective representatives access to the books, records,
properties, personnel and such other information of it or its subsidiaries as
such party may reasonably request; (iv) hold and cause its and its respective
subsidiaries' representatives and affiliates to hold any nonpublic information
in confidence to the extent required by, and in accordance with, the
Confidentiality Agreement dated July 17, 1998 between SunTrust and Crestar (the
"Confidentiality Agreement"); (v) cooperate with one another with respect to
any filings, consents, approvals, permits or authorizations required by
governmental or regulatory authorities and any third parties in connection with
the transactions contemplated by the Merger Agreement; (vi) keep the other
party apprised of the status of matters relating to completion of the
transactions contemplated by the Merger Agreement; (vii) coordinate with the
other party regarding the declaration and payment of dividends in respect of
SunTrust Common Stock and Crestar Common Stock and the record dates and payment
dates relating thereto; (viii) consult with each other in issuing any press
releases or otherwise making public statements with respect to the transactions
contemplated by the Merger Agreement and in making any filings with any


                                       30
<PAGE>

governmental entity or with any national securities exchange with respect
thereto; (ix) use commercially reasonable efforts to cause to be delivered to
the other party from such party's independent public accountants (A) letters to
the effect that accounting for the Merger as a pooling of interests is
appropriate under Opinion 16 of the Accounting Principles Board and applicable
Commission rules and regulations and (B) customary "comfort" letters with
respect to certain financial information contained in the Registration
Statement; (x) obtain letters from each of Crestar's and SunTrust's respective
"affiliates" for purposes of qualifying the Merger for pooling of interests
accounting treatment (see " -- Resales of SunTrust Common Stock"); and (xi)
assist each other in any defense of any shareholder litigation relating to the
transactions contemplated by the Merger Agreement.

     Crestar also has agreed to (i) take all necessary steps to exempt Crestar
and the Merger from the requirements of any applicable state takeover law, and
(ii) redeem or tender for, or cause to be redeemed or tendered for, such
outstanding securities of Crestar or any subsidiary as SunTrust may reasonably
request. SunTrust has also agreed to use all commercially reasonable efforts to
(i) reissue the requisite number of shares of SunTrust Common Stock held as
treasury stock so that the Merger will not fail to qualify for pooling of
interests accounting treatment by virtue of the number of such shares held in
SunTrust's treasury and (ii) list on the NYSE, upon official notice of
issuance, the SunTrust Common Stock to be issued in the Merger.

     AMENDMENT. The Merger Agreement may be amended or supplemented by the
parties in writing at any time prior to approval by the Crestar Shareholders or
the SunTrust Shareholders. After such time, the Merger Agreement may not be
amended or supplemented in a manner that reduces or changes the form of the
Merger Consideration without further shareholder approval.

     TERMINATION. The Merger Agreement may be terminated at any time prior to
the Effective Time, whether before or after approval by the Crestar
Shareholders and the SunTrust Shareholders:

      (i) by mutual written consent of the SunTrust Board and the Crestar
Board;

      (ii) by either SunTrust or Crestar if (A) the Merger is not completed on
   or before March 31, 1999; PROVIDED, HOWEVER, that any party that is in
   material breach of its obligations under the Agreement or whose failure to
   fulfill any of its obligations contained in the Agreement has been the
   cause of, or resulted in, the failure of the Merger to have occurred on or
   prior to March 31, 1999 shall not have such right or (B) any court or other
   governmental entity having jurisdiction over the parties to the Merger
   Agreement issues an order enjoining, restraining or otherwise prohibiting
   the transactions contemplated by the Merger Agreement and such order,
   decree, ruling or other action becomes final and nonappealable;

      (iii) by either SunTrust or Crestar if the Merger Agreement is not
   approved at the Crestar Meeting or the SunTrust Meeting (provided the
   terminating party is not otherwise in material breach of its obligations
   under the Merger Agreement);

      (iv) by SunTrust if the Crestar Board (A) withdraws, or modifies in a
   manner adverse to SunTrust, its approval or recommendation of the Merger
   Agreement or the Merger or (B) approves, recommends or causes Crestar to
   enter into any agreement with respect to any Acquisition Transaction;

      (v) by Crestar if any of the conditions to Crestar's obligation to
   consummate the Merger have not been met or waived by Crestar at such time
   as such condition can no longer be satisfied;

      (vi) by SunTrust if any of the conditions to SunTrust's obligation to
   consummate the Merger have not been met or waived by SunTrust at such time
   as such condition can no longer be satisfied;

      (vii) by Crestar in the event of a breach by SunTrust of any
   representation or warranty (provided that such breach of representation or
   warranty, together with all other such breaches, would entitle Crestar not
   to consummate the transactions contemplated by the Merger Agreement) or any
   covenant or other agreement (in any material respect) contained in the
   Merger Agreement which breach is not cured within 30 days after written
   notice thereof to SunTrust by Crestar; or

      (viii) by SunTrust in the event of a breach by Crestar of any
   representation or warranty (provided that such breach of representation or
   warranty, together with all other such breaches, would entitle SunTrust not
   to consummate the transactions contemplated by the Merger Agreement) or any
   covenant or other agreement (in any material respect) contained in the
   Merger Agreement which breach is not cured within 30 days after written
   notice thereof to Crestar by SunTrust.


                                       31
<PAGE>

     FEES AND EXPENSES. All out-of-pocket costs and expenses incurred in
connection with the Merger Agreement and the transactions contemplated thereby
shall be paid by the party incurring such cost or expense, with the exception
that the parties will equally divide printing and mailing costs associated with
this document and all filing and registration fees. In addition, the parties
have agreed to reimburse each other upon the termination of the Merger
Agreement under certain circumstances as described below.

     Crestar has agreed to reimburse SunTrust for all out-of-pocket expenses
and fees incurred by SunTrust, including without limitation fees and expenses
payable to all legal, accounting, financial and other professional advisors,
relating to the Merger or the transactions contemplated by the Merger Agreement
if: (i) SunTrust or Crestar terminates the Merger Agreement because the Crestar
Shareholders do not approve the Merger Agreement at the Crestar Meeting; or
(ii) SunTrust terminates the Merger Agreement because (A) the Crestar Board (x)
withdraws, or modifies in a manner adverse to SunTrust, its approval or
recommendation of the Merger Agreement or the Merger or (y) approves,
recommends or causes Crestar to enter into any agreement with respect to any
Acquisition Transaction, or (B) Crestar has breached a representation,
warranty, covenant or agreement contained in the Merger Agreement which is not
cured within 30 days thereof.

     SunTrust has agreed to reimburse Crestar for all out-of-pocket expenses
and fees incurred by Crestar, including without limitation fees and expenses
payable to all legal, accounting, financial and other professional advisors,
relating to the Merger or the transactions contemplated by the Merger Agreement
if: (i) Crestar or SunTrust terminates the Merger Agreement because the
SunTrust Shareholders do not approve the Merger Agreement and the Stock
Issuance at the SunTrust Meeting; or (ii) Crestar terminates the Merger
Agreement because SunTrust has breached a representation, warranty, covenant or
agreement contained in the Merger Agreement which is not cured within 30 days
thereof.


INTERESTS OF CERTAIN PERSONS IN THE MERGER

     In considering the recommendation of the Crestar Board with respect to the
Merger Agreement, Crestar Shareholders should be aware that, as described
below, certain members of Crestar's management and the Crestar Board have
interests in the Merger that differ from, or are in addition to, their
interests as Crestar Shareholders. Two executive officers of Crestar (Messrs.
Tilghman and Wells) are members of the 16-person Crestar Board that approved
the Merger.

     DIRECTORS AND EXECUTIVE OFFICERS OF CRESTAR AND SUNTRUST FOLLOWING THE
MERGER. Upon completion of the Merger, (i) Mr. Tilghman will become a member of
the SunTrust Board and will be named as Vice Chairman of the SunTrust Board at
the Effective Time and (ii) three additional individuals who are non-employee
members of the Crestar Board and who are mutually agreed upon by Crestar and
SunTrust prior to the Effective Time will be elected to the SunTrust Board at
the Effective Time. These three additional designees have not yet been
identified. The Crestar Board and executive officers of Crestar will remain as
presently constituted immediately after the Effective Time until such time as
their successors, if any, are properly appointed and duly qualified.

     EQUITY-BASED AWARDS. In accordance with the terms of the various option
plans maintained by Crestar and the terms of the Merger Agreement, all awards
of stock options outstanding at the Effective Time under any such Crestar plan
will be converted into similar options with respect to SunTrust Common Stock,
adjusted to reflect the Exchange Ratio.

     Under Crestar's stock option plans, an aggregate of 202,824 performance
shares previously awarded under the stock option plans to the Severance
Executives (as defined below) vested on July 20, 1998 and will be paid out in
shares of Crestar Common Stock immediately prior to the Effective Time.
Pursuant to the terms of Mr. Tilghman's 1995 performance share grant, as a
result of the signing of the Merger Agreement the portion of such award which
will (without regard to such signing) vest on October 26, 1998 also will be
distributed to him as of such date. The remaining portion of the award will
convert to an award of SunTrust Common Stock at the Effective Time and will be
distributed to Mr. Tilghman upon his retirement. Upon the signing of the Merger
Agreement, one other Severance Executive received a distribution of a portion
of his unvested performance share grant, the remainder of which was forfeited.

     In addition, pursuant to the terms of the Crestar plans, upon the signing
of the Merger Agreement all outstanding unvested options to purchase shares of
Crestar Common Stock immediately became exercisable in full. As of July 19,
1998, Messrs. Tilghman, Wells, Hagen and Katchuk held unexercisable options to
purchase 52,100, 29,300, 11,300 and 11,300 shares of Crestar Common Stock,
respectively, which became exercisable upon the signing of the Merger
Agreement. In addition, as of July 19, 1998, the remaining twenty Severance
Executives held unexercisable options to purchase an aggregate of 176,400
shares of Crestar Common Stock which became exercisable upon the signing of the
Merger Agreement. SunTrust and Crestar have agreed that the execution of the
Merger Agreement (or in some cases the


                                       32
<PAGE>

consummation of the Merger) will constitute a change in control for purposes of
all applicable Crestar benefit and compensation plans, including all Crestar
stock option plans and agreements as provided under the terms of such plans.

     SEVERANCE AGREEMENTS. Crestar has entered into severance agreements with
24 executives (the "Severance Executives"). Each agreement is subject to
Crestar's Executive Severance Plan and was unanimously approved by the
non-employee members of the Crestar Board.

     All of the agreements provide for certain benefits if Crestar has a change
in control followed by termination of the Severance Executive's employment
without cause by Crestar's successor, or by the Severance Executive for certain
reasons, including assignment of duties inconsistent with senior officer status
or substantial adverse change in responsibilities, decrease in base pay, change
of principal work location or a material decrease in benefits. "Cause" is
defined as (i) continued and willful failure to perform duties or (ii) conduct
demonstrably and materially injurious to Crestar's successor or its affiliates.
 

     All of the agreements for the Severance Executives provide for three-year
terms. The current agreements are in effect until December 31, 2000. As of July
20, 1998, the agreements were automatically extended for 36 additional months
due to the signing of the Merger Agreement.

     Agreements with Messrs. Tilghman, Wells, Hagen, Katchuk and five other
Severance Executives are identical. If benefits become due under these
agreements, the Severance Executive involved will receive a lump-sum severance
payment equal to three times annual base salary and annual incentive bonus
(determined at the change in control date, the date of termination or one year
before either event, whichever is largest); an additional sum equal to the cost
of certain benefits; continuation of life insurance benefits; and if the
Severance Executive is age 50 or older, continuation of health and dental
benefits in lieu of a cash payment. In addition, the Severance Executive will
be compensated for any excise tax liability and penalties he may incur as a
result of excess parachute payments and for taxes attributable to excise tax
and penalty reimbursements.

     Three other Severance Executives have agreements that are identical to
those described above, except that (i) no additional payment is made if the
Severance Executive incurs excise tax liability as a result of excess parachute
payments and (ii) excess parachute payments are reduced if, and to the extent,
that an independent accountant determines that the Severance Executive would
receive a greater net after-tax amount with the reduction. An additional twelve
Severance Executives have agreements pursuant to which the lump sum payment is
based on two times annual base pay and annual incentive bonus and which provide
for payment of 80% of certain benefit costs.

     All legal fees and expenses incurred by a Severance Executive in enforcing
a severance agreement will be paid by Crestar's successor.

     Pursuant to the Merger Agreement, as of the completion of the Merger,
SunTrust will assume and agree to perform all employment, severance and other
compensation agreements between Crestar or a Crestar subsidiary and any
director, officer or employee of Crestar, including the severance agreements
described above.

     SERP. Severance Executives who participate in Crestar's Supplemental
Executive Retirement Plan will become fully vested in their earned benefit as
of the Effective Time and under the terms of the severance agreements described
above will receive additional years of service credit if their employment
terminates under certain circumstances during the term of the agreements.

     INDEMNIFICATION AND INSURANCE. Pursuant to the Merger Agreement, SunTrust
has agreed to indemnify and hold harmless from liability for acts or omissions
occurring at or prior to the Effective Time the present and former officers and
directors of Crestar and its subsidiaries to the fullest extent that such
persons are permitted to be indemnified under the VSCA or the Crestar Charter
or the Crestar Bylaws. See " -- Terms of the Merger Agreement --
Indemnification Obligations."

     DIRECTOR BENEFITS. Four members of the Crestar Board who were not fully
vested in their equity awards under the Crestar Directors Equity Program became
fully vested in such awards as of the signing of the Merger Agreement. All such
awards will be converted into awards payable in SunTrust Common Stock and will
be distributed to such directors commencing in February following the year of
the termination of the director's service on the Crestar Board.

     EMPLOYMENT AGREEMENTS. Simultaneously with the execution of the Merger
Agreement, SunTrust entered into employment agreements with Mr. Tilghman
("Tilghman Employment Agreement"), and Mr. Wells (the "Wells Employment
Agreement" and, together with the Tilghman Employment Agreement, the
"Employment Agreements"). The


                                       33
<PAGE>

Employment Agreements become effective only if the Merger is completed and
shall have an effective date as of the date of completion of the Merger.

     TILGHMAN EMPLOYMENT AGREEMENT. The Tilghman Employment Agreement has a
term beginning on the Effective Date through December 31, 2000. During Mr.
Tilghman's employment, he will serve as Vice Chairman and Executive Vice
President of SunTrust and will continue to serve as the Chief Executive Officer
of Crestar. Mr. Tilghman will be entitled to receive a base salary during the
term of his employment equal to $900,000 per year, plus an annual bonus in an
amount equal to $600,000 in calendar year 1999 and $700,000 in calendar year
2000. Mr. Tilghman will also receive, (i) as of the Effective Time, (A) a grant
of 60,000 shares of restricted SunTrust Common Stock and (B) a ten-year option
to acquire an aggregate of 180,000 shares of SunTrust Common Stock with an
exercise price per share equal to the price of a share of SunTrust Common Stock
on the NYSE as of the Effective Time (subject to anti-dilution provisions), and
(ii) at the time SunTrust makes option grants to other senior executives, an
option to purchase 25,000 shares of SunTrust Common Stock in each of 1999 and
2000. Such awards generally vest in accordance with the vesting schedules
applicable under SunTrust's existing award plans for executives similarly
situated to Mr. Tilghman. When his employment with SunTrust ends, Mr. Tilghman
is also entitled to elect a supplemental retirement benefit under either the
SunTrust supplemental retirement benefit plan or the Crestar supplemental
retirement benefit plan (as each such plan was in effect on July 20, 1998). In
addition, if any payments received by Mr. Tilghman are subject to an excise tax
under Section 4999 of the Code, Mr. Tilghman will be entitled to receive an
additional amount necessary to make him whole with respect to such excise tax.

     WELLS EMPLOYMENT AGREEMENT. The Wells Employment Agreement has a term
beginning on the Effective Date through December 31, 2001. During Mr. Wells'
employment, he will continue to serve as the President and Chief Operating
Officer of Crestar and will continue to serve on the Crestar Board. Mr. Wells
will be entitled to receive a base salary during the term of his employment
equal to $500,000 in calendar year 1999, $525,000 in calendar year 2000 and
$550,000 in calendar year 2001, plus an annual bonus in an amount equal to
$300,000 in calendar year 1999, $315,000 in calendar year 2000 and, in calendar
year 2001, the greater of (i) $330,000 or (ii) the aggregate amount paid to Mr.
Wells for such calendar year under SunTrust's existing management incentive
plans. Mr. Wells will also receive, as of the Effective Time, a grant of 30,000
shares of restricted SunTrust Common Stock and a ten-year option to acquire an
aggregate of 90,000 shares of SunTrust Common Stock with an exercise price per
share equal to the price of a share of SunTrust Common Stock on the NYSE as of
the Effective Time (subject to anti-dilution provisions). Mr. Wells will
participate in grants pursuant to SunTrust's existing management incentive
plans during the term of his employment, but in no case will he be granted
options at the time SunTrust makes option grants to other senior executives for
less than 15,000 shares of SunTrust Common Stock in each of 1999, 2000 and
2001. Such awards generally vest in accordance with the vesting schedules
applicable under SunTrust's existing award plans for executives similarly
situated to Mr. Wells. When his employment with SunTrust ends, Mr. Wells is
also entitled to elect a supplemental retirement benefit under either the
SunTrust supplemental retirement benefit plan or the Crestar supplemental
retirement benefit plan (as each such plan was in effect on July 20, 1998). In
addition, if any payments received by Mr. Wells are subject to an excise tax
under Section 4999 of the Code, Mr. Wells will be entitled to receive an
additional amount necessary to make him whole with respect to such excise tax.

     Mr. Wells also has the option to resign from his employment with SunTrust
effective at the end of the 18 month period which starts at the Effective Time
if he tenders his resignation before the end of such period. If Mr. Wells
exercises such option, then his resignation will be treated as a termination of
employment for "good cause" under the Wells Employment Agreement and he will
receive (i) a lump sum payment equal to his base salary and annual bonus which
would have been paid to Mr. Wells during the remainder of the term of
employment absent such termination, (ii) continued provision of his benefits as
if he were employed for the remainder of the term, (iii) immediate vesting of
all options, restricted stock or other awards then remaining unvested and (iv)
a payment equal to the amount of any contributions to Mr. Wells' supplemental
retirement plan that would have been paid absent such termination. If Mr. Wells
exercises his option to resign at the end of such 18-month period, he will be
prohibited, for a period of two years from the date of such resignation, from
serving as an officer, director or employee, or consultant to, or having a
significant investment in, any organization which engages in the same business
or lines of business as Crestar and which operates in Virginia, Maryland or the
District of Columbia.


ACCOUNTING TREATMENT

     The Merger is expected to qualify as a pooling of interests for accounting
and financial reporting purposes. Accordingly, after the Merger, the assets,
liabilities and stockholders' equity of Crestar will be added to the
corresponding


                                       34
<PAGE>

balance sheet categories of SunTrust at their recorded book values, subject to
any adjustments required to conform the accounting policies and financial
statement classifications of the two companies. In future financial statements,
the results of operations of SunTrust will include the results of both Crestar
and SunTrust for the entire fiscal year in which the Merger occurs and all
prior fiscal periods presented therein. SunTrust must treat certain expenses
incurred to effect the Merger as current charges against income rather than as
adjustments to its balance sheet.

     Pursuant to the Merger Agreement, SunTrust must issue and sell
approximately 600,000 shares of SunTrust Common Stock held in the treasury of
SunTrust to the public, which sales may be made directly by SunTrust or through
agents, underwriters or dealers, prior to consummation of the Merger so that
the Merger will not fail to qualify for pooling of interests accounting
treatment by virtue of the number of shares of SunTrust Common Stock held in
SunTrust's treasury.

     The unaudited pro forma condensed combined financial information contained
in this document has been prepared using the pooling of interests accounting
method to account for the Merger. See "Summary -- Selected Unaudited Pro Forma
Combined Financial Data" and "Unaudited Pro Forma Condensed Combined Financial
Statements."

     SunTrust has ceased its share repurchase program in connection with the
Merger.


RESALES OF SUNTRUST COMMON STOCK

     CRESTAR SHAREHOLDERS. The shares of SunTrust Common Stock to be issued to
Crestar Shareholders in the Merger have been registered under the Securities
Act. These shares may be traded freely and without restriction by those
shareholders not deemed to be "affiliates" of Crestar as that term is defined
under the Securities Act. An affiliate of a corporation, as defined by the
rules promulgated under the Securities Act, is a person who directly or
indirectly, through one or more intermediaries, controls, is controlled by, or
is under common control with, that corporation. Any subsequent transfer by an
affiliate of Crestar must be one permitted by the resale provisions of Rule 145
promulgated under the Securities Act or as otherwise permitted under the
Securities Act.

     AFFILIATES OF SUNTRUST AND CRESTAR. Commission guidelines regarding
qualifying for the pooling of interests method of accounting also limit sales
of shares of the acquiring company and acquired company by affiliates of either
company in a business combination such as the Merger. These guidelines indicate
that the pooling of interests method of accounting will generally not be
challenged on the basis of sales by such affiliates if these persons do not
dispose of any of the shares of the corporation they own or any shares of the
corporation they receive in connection with a merger during the period
beginning 30 days prior to the merger and ending when financial results
covering at least 30 days of post-merger operations of the combined entity have
been published (the "Pooling Restricted Period").

     Crestar has agreed to deliver to SunTrust not less than 30 days prior to
the Effective Time, for each of its affiliates, an agreement that such person
will not dispose of (i) any SunTrust Common Stock in violation of the
Securities Act or (ii) any Crestar Common Stock or SunTrust Common Stock during
the Pooling Restricted Period.

     SunTrust has agreed to deliver to Crestar not less than 30 days prior to
the Effective Time, for each of its affiliates, an agreement that such person
will not dispose of any SunTrust Common Stock or Crestar Common Stock during
the Pooling Restricted Period.


REGULATORY APPROVALS

     Under the Merger Agreement, SunTrust and Crestar have agreed to use their
commercially reasonable efforts to obtain all necessary actions or nonactions,
extensions, waivers, consents and approvals from any governmental authority
necessary, proper or advisable to consummate the transactions contemplated by
the Merger Agreement. Such approvals include the approvals of the Federal
Reserve Board under the Bank Holding Company Act of 1956, as amended (the
"BHCA"), and the rules and regulations promulgated thereunder, and certain
other state banking agencies.

     The closing of the Merger is conditioned on the receipt of all approvals
of regulatory authorities required for the Merger without the imposition of any
conditions or requirements that would so materially and adversely impact the
economic or business benefits to SunTrust or Crestar of the transactions
contemplated by the Merger Agreement to such a degree that SunTrust or Crestar
would not, in its reasonable judgment, have entered into the Merger Agreement
had such conditions or requirements been known at the date the Merger Agreement
was executed.

     FEDERAL RESERVE BOARD. The Merger is subject to prior approval by the
Federal Reserve Board under Section 3 of the BHCA and prior notice to the
Federal Reserve Board under Section 4 of the BHCA. Section 3 of the BHCA
requires the Federal Reserve Board, when considering a transaction such as the
Merger, to take into consideration the financial and


                                       35
<PAGE>

managerial resources (including the competence, experience and integrity of the
officers, directors and principal stockholders), and the future prospects of
the existing and proposed institutions and the effect of the transaction on the
convenience and needs of the communities to be served. In considering financial
resources and future prospects, the Federal Reserve Board will, among other
things, evaluate the adequacy of the capital levels of the parties to a
proposed transaction and of the resulting institutions. In considering
financial and managerial factors, the Federal Reserve Board will also assess
the degree to which SunTrust and Crestar are taking appropriate steps to assure
that electronic data processing systems and those of their vendors can safely
accommodate the upcoming change to the new millennium and plans for ensuring
Year 2000 readiness of the resulting organization.

     The BHCA prohibits the Federal Reserve Board from approving a merger if
(i) it would result in a monopoly or be in furtherance of any combination or
conspiracy to monopolize or to attempt to monopolize the business of banking in
any part of the United States or (ii) its effect in any section of the country
would be substantially to lessen competition or to tend to create a monopoly,
or if it would in any other respect result in a restraint of trade, unless the
Federal Reserve Board finds that the anti-competitive effects of the merger are
clearly outweighed by the probable effect of the transaction in meeting the
convenience and needs of the communities to be served.

     In addition, under the Community Reinvestment Act of 1977, as amended (the
"CRA"), the Federal Reserve Board must take into account the record of
performance of the depository institution subsidiaries of SunTrust and Crestar
in meeting the credit needs of the communities served by such institutions,
including low- and moderate-income neighborhoods.

     Furthermore, applicable federal law provides for the publication of notice
and public comment on applications filed with the Federal Reserve Board. The
Federal Reserve Board frequently receives comments and protests from community
groups and others and may, in its discretion, choose to hold public hearings on
the application. Such comments and hearings could delay the regulatory
approvals required for consummation of the Merger.

     Under Section 4 of the BHCA and related regulations, the Federal Reserve
Board must consider whether the performance of SunTrust's and Crestar's
nonbanking activities on a combined basis can reasonably be expected to produce
benefits to the public (such as greater convenience, increased competition and
gains in efficiency) that outweigh possible adverse effects (such as undue
concentration of resources, decreased or unfair competition, conflicts of
interest and unsound banking practices). This consideration includes an
evaluation of the financial and managerial resources of SunTrust and Crestar
and the effect of the proposed transaction on those resources.

     An application and notice pursuant to the BHCA was filed with the Federal
Reserve Board on ----- , 1998. The Merger may not be completed until the 30th
day (or, with the consent of the relevant agencies, the 15th day) following the
date of the requisite Federal Reserve Board approval, during which period the
United States Department of Justice may comment adversely on the Merger (which
has the effect of extending the waiting period to the 30th day following
approval) or challenge the Merger on antitrust grounds. The commencement of an
antitrust action would stay the effectiveness of such an approval unless a
court specifically orders otherwise.

     STATE NOTICES AND APPROVALS. Other regulatory approvals include filings
with and approvals by certain state regulatory authorities. The Merger will be
subject to approval by the State Corporation Commission of Virginia, pursuant
to title 6.1, chapter 15 of the Virginia Code. The State Corporation Commission
of Virginia is required by statute to determine (i) whether the acquisition
would be detrimental to the safety and soundness of SunTrust or Crestar, (ii)
whether SunTrust and its directors and officers are qualified by character,
experience and financial responsibility to control and operate Crestar, (iii)
whether the acquisition would be prejudicial to the interests of depositors,
creditors, beneficiaries of fiduciary accounts or Crestar Shareholders and (iv)
whether the acquisition is in the public interest. Notice of the proposed
Merger is also being provided to the Georgia Department of Banking and Finance.
The Merger is also subject to notification of certain state mortgage
regulators.

     In addition to the approvals listed above, additional notices with
self-regulatory organizations may be required to be given in connection with
the acquisition of Crestar's securities-related businesses.

     THE MERGER WILL NOT PROCEED IN THE ABSENCE OF THE REQUISITE REGULATORY
APPROVALS. THERE CAN BE NO ASSURANCE THAT SUCH REGULATORY APPROVALS WILL BE
OBTAINED, AND IF THE MERGER IS APPROVED, THERE CAN BE NO ASSURANCE AS TO THE
DATE OF ANY SUCH APPROVAL. THERE CAN ALSO BE NO ASSURANCE THAT SUCH APPROVALS
WILL NOT CONTAIN ANY ADVERSE CONDITION OR REQUIREMENT WHICH CAUSES THE PARTIES
TO ABANDON THE MERGER BECAUSE THE APPROVAL FAILS TO SATISFY THE CONDITIONS SET
FORTH IN THE MERGER AGREEMENT AND DESCRIBED IN THIS DOCUMENT. SEE " -- TERMS OF
THE MERGER


                                       36
<PAGE>

AGREEMENT --  CONDITIONS TO THE MERGER." THERE CAN LIKEWISE BE NO ASSURANCE
THAT THE UNITED STATES DEPARTMENT OF JUSTICE WILL NOT CHALLENGE THE MERGER, OR
IF SUCH A CHALLENGE IS MADE, AS TO THE OUTCOME THEREOF.

     REGULATION OF SUNTRUST AND CRESTAR. SunTrust and Crestar are bank holding
companies subject to extensive federal supervision and regulation by the
Federal Reserve Board. The banking affiliates of SunTrust and Crestar are
similarly subject to federal and state supervision and regulation by their
respective regulators. As bank holding companies, SunTrust's and Crestar's
activities and those of their banking and nonbanking subsidiaries are limited
to the business of banking and activities closely related to or incidental to
banking, and bank holding companies may not directly or indirectly acquire the
ownership or control of more than five percent of any class of voting shares or
substantially all of the assets of any company, including a bank, without the
prior approval of the Federal Reserve Board. Federal and state banking
regulations govern most aspects of the business of SunTrust and Crestar and
their subsidiaries, including, without limitation, the payment of dividends,
maintenance of capital and transactions with affiliates, as well as their
investment, lending and deposit-taking activities. A more detailed description
of the banking regulations applicable to SunTrust and Crestar is contained in
SunTrust's and Crestar's respective Annual Reports on Form 10-K for the year
ended December 31, 1997 filed with the Commission. See "Where You Can Find More
Information."


APPRAISAL RIGHTS

     The Georgia Business Corporation Code (the "GBCC") generally provides
shareholders with dissenters' rights in connection with mergers and share
exchanges that require shareholder approval and certain types of amendments to
the articles of incorporation of a Georgia corporation. SunTrust is seeking the
approval of the SunTrust Shareholders of the Merger Agreement and the Stock
Issuance in accordance with the rules of the NYSE because the number of shares
of SunTrust Common Stock to be issued in the Merger is expected to exceed 20%
of the shares of SunTrust Common Stock outstanding immediately prior to the
Effective Time. Therefore, because the approval of the SunTrust Shareholders of
the Merger Agreement and the Stock Issuance is not required under the GBCC, the
SunTrust Shareholders do not have dissenters' appraisal rights with respect to
such matter.

     The VSCA generally provides shareholders with dissenters' rights in
connection with mergers and share exchanges that require shareholder approval
and certain types of amendments to the articles of incorporation of a Virginia
corporation. Crestar, however, has more than 2,000 record shareholders and
Crestar Common Stock is listed on the NYSE. Therefore, pursuant to the VSCA,
holders of Crestar Common Stock who are entitled to vote at the Crestar Meeting
do not have dissenters' appraisal rights with respect to the proposal to
approve and adopt the Merger Agreement. See "Comparative Rights of Shareholders
- -- Dissenter's Rights."


CERTAIN FEDERAL INCOME TAX CONSEQUENCES

     The following discussion is a summary of the material anticipated U.S.
federal income tax consequences of the Merger to a Crestar Shareholder (a
"Holder") who holds shares of Crestar Common Stock as a capital asset at the
Effective Time. The discussion is based on laws, regulations, rulings and
decisions in effect on the date hereof, all of which are subject to change
(possibly with retroactive effect) and to differing interpretations. This
discussion does not address all aspects of U.S. federal income taxation that
may be relevant to particular Holders in light of their personal circumstances
or to Holders subject to special treatment under the Code, including, without
limitation, banks, tax-exempt organizations, insurance companies, dealers in
securities or foreign currency, traders in securities that elect to mark to
market, Holders who received their Crestar Common Stock through the exercise of
employee stock options or otherwise as compensation, Holders who are not U.S.
persons (as defined in Section 7701(a)(30) of the Code) and Holders who hold
Crestar Common Stock as part of a hedge, straddle or conversion transaction. In
addition, the discussion does not address any state, local or foreign tax
consequences of the Merger.

     EACH HOLDER OF CRESTAR COMMON STOCK IS URGED TO CONSULT ITS TAX ADVISOR
WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES OF THE MERGER TO SUCH HOLDER.

     TAX OPINIONS. In the opinion of King & Spalding, counsel to SunTrust, and
the opinion of Skadden, Arps, Slate, Meagher & Flom LLP, counsel to Crestar
(such opinions referred to collectively herein as the "Tax Opinions"), subject
to the assumptions, limitations, qualifications and other considerations
described below under " -- Certain Considerations with Respect to Opinions,"
the Merger will be treated as a "reorganization" for U.S. federal income tax
purposes within the meaning of Section 368(a) of the Code.

     The Merger is conditioned upon counsel to both SunTrust and Crestar
reaffirming the Tax Opinions at the Effective Time (the "Closing Tax
Opinions"). If either SunTrust or Crestar is unable to obtain its respective
Closing Tax Opinion


                                       37
<PAGE>

from its legal counsel, SunTrust or Crestar, as applicable, is permitted under
the Merger Agreement to waive the receipt of such Closing Tax Opinion as a
condition to such party's obligation to consummate the Merger. As of the date
of this document, neither SunTrust nor Crestar intends to waive the receipt of
the Closing Tax Opinions as a condition to the consummation of the Merger. If
either SunTrust or Crestar fails to obtain a Closing Tax Opinion and either
SunTrust or Crestar decides to waive such condition to the consummation of the
Merger, Crestar or SunTrust, as applicable, will resolicit the vote of their
respective shareholders to approve the Merger Agreement.

     TAX CONSEQUENCES OF THE MERGER. In accordance with the Tax Opinions
regarding the treatment of the Merger as a "reorganization" within the meaning
of Section 368(a) of the Code, and subject to the assumptions, limitations,
qualifications and other considerations described below under "Certain
Considerations with Respect to Opinions," the anticipated U.S. federal income
tax consequences of the Merger can be summarized as follows: (i) no gain or
loss will be recognized by SunTrust, Sub or Crestar as a result of the Merger;
(ii) no gain or loss will be recognized by the Holders of Crestar Common Stock
who exchange all of their shares of Crestar Common Stock in the Merger solely
for shares of SunTrust Common Stock, except with respect to cash, if any,
received in lieu of fractional shares of SunTrust Common Stock; (iii) the tax
basis of the shares of SunTrust Common Stock received by a Holder of Crestar
Common Stock will be the same as the tax basis of the shares of Crestar Common
Stock surrendered in exchange therefor (reduced by any amount allocable to a
fractional share of SunTrust Common Stock for which cash is received); (iv) the
holding period of the shares of SunTrust Common Stock received in the Merger by
a Holder of Crestar Common Stock (including a fractional share of SunTrust
Common Stock for which cash is received) will include the holding period of the
shares of Crestar Common Stock surrendered in exchange therefor; and (v) cash
received by a Holder of Crestar Common Stock in lieu of a fractional share of
SunTrust Common Stock will be treated as received in exchange for such
fractional share, and capital gain or loss will be recognized by such Holder in
an amount equal to the difference between the amount of cash received and the
portion of the tax basis of the share of Crestar Common Stock allocable to such
fractional interest.

     CERTAIN CONSIDERATIONS WITH RESPECT TO OPINIONS. The Tax Opinions, the
Closing Tax Opinions and the foregoing summary of the anticipated U.S. federal
income tax consequences of the Merger are based upon, and are subject to
certain assumptions, limitations and qualifications, including certain
representations made by the respective managements of Crestar, SunTrust and
Sub. If any of such representations or assumptions are inconsistent with the
actual facts, the U.S. federal income tax consequences of the Merger could be
adversely affected. In addition, no ruling from the Internal Revenue Service
with respect to the tax consequences of the Merger has been, or will be,
requested and the Tax Opinions are not binding on the Internal Revenue Service
or the courts and do not preclude the Internal Revenue Service from adopting a
contrary position and a court sustaining such position.


THE STOCK OPTION AGREEMENTS

     Concurrently with the execution of the Merger Agreement, SunTrust (as
grantee) and Crestar (as issuer) entered into the Crestar Stock Option
Agreement, pursuant to which Crestar granted SunTrust an irrevocable option
(the "Crestar Option") to purchase up to 22,338,161 shares of Crestar Common
Stock (the "Crestar Option Shares" or the "Issuer Option Shares," as the case
may be), subject to adjustment in certain circumstances, but in no event to
exceed 19.9% of the shares of Crestar Common Stock outstanding upon exercise
thereof, at a price of $62.875 per share. At the same time, SunTrust (as
issuer) and Crestar (as grantee) entered into the SunTrust Stock Option
Agreement, pursuant to which SunTrust granted Crestar an irrevocable option
(the "SunTrust Option" and, together with the Crestar Option, the "Options") to
purchase from SunTrust up to 21,097,697 shares of SunTrust Common Stock (the
"SunTrust Option Shares" or the "Issuer Option Shares," as the case may be),
subject to adjustment in certain circumstances, but in no event to exceed 9.9%
of the shares of SunTrust Common Stock outstanding upon exercise thereof, at a
price of $87.00 per share. SunTrust and Crestar approved and entered into the
SunTrust Stock Option Agreement and the Crestar Stock Option Agreement,
respectively, as an inducement to the other to enter into the Merger Agreement.
 

     Except as otherwise noted below, the terms and conditions of the SunTrust
Stock Option Agreement and the Crestar Stock Option Agreement are identical in
all material respects. For purposes of this section, except as otherwise noted,
(i) the SunTrust Stock Option Agreement and the Crestar Stock Option Agreement
are sometimes individually referred to as the "Issuer Option Agreement," (ii)
SunTrust, as issuer of the SunTrust Common Stock, and Crestar, as issuer of the
Crestar Common Stock, upon the exercise of the SunTrust Option and the Crestar
Option, respectively, are sometimes individually referred to as the "Issuer,"
(iii) SunTrust and Crestar, as the holder of the Crestar Option and the
SunTrust Option, respectively, are sometimes individually referred to as the
"Optionee," (iv) the SunTrust Option and the Crestar Option are sometimes
individually referred to as the "Issuer Option" and (v) SunTrust Common Stock
and Crestar Common Stock are sometimes individually referred to as "Issuer
Common Stock."


                                       38
<PAGE>

     The Stock Option Agreements are intended to increase the likelihood that
the Merger will be consummated in accordance with the terms of the Merger
Agreement. Consequently, certain aspects of the Stock Option Agreements may
have the effect of discouraging persons who might now or at any other time
prior to the Effective Time be interested in acquiring all of or a significant
interest in SunTrust or Crestar from considering or proposing such an
acquisition, even if, in the case of Crestar, such persons were prepared to
offer to pay consideration to the Crestar Shareholders which had a higher value
than the shares of SunTrust Common Stock to be received per share of Crestar
Common Stock in the Merger. The acquisition of SunTrust or Crestar could cause
the SunTrust Option or the Crestar Option, as the case may be, to become
exercisable. The existence of the Issuer Option could significantly increase
the cost to a potential acquiror of acquiring the applicable Issuer compared to
its cost had the applicable Issuer Option Agreement not been entered into. Such
increased cost might discourage a potential acquiror from considering or
proposing an acquisition or might result in a potential acquiror proposing to
pay a lower per share price to acquire such Issuer than it might otherwise have
proposed to pay. Moreover, Crestar and SunTrust believe that the exercise or
repurchase of an Issuer Option is likely to prohibit any other potential
acquirer of the applicable Issuer from accounting for an acquisition of such
Issuer using the pooling of interests accounting method for a period of two
years.

     The number of shares of Issuer Common Stock subject to the applicable
Issuer Option will be increased to the extent that additional shares of Issuer
Common Stock are issued or otherwise become outstanding (other than pursuant to
the Issuer Option Agreement) such that, after such issuance, the number of
Crestar Option Shares will continue to equal 19.9% of the Crestar Common Stock
then issued and outstanding in the case of the Crestar Stock Option and the
number of SunTrust Option Shares will continue to equal 9.9% of the SunTrust
Common Stock then issued and outstanding in the case of the SunTrust Option, in
each case, without giving effect to the issuance of any stock subject to the
applicable Issuer Option. In the event of any change in the number of shares of
Issuer Common Stock by reason of a stock dividend, split-up, merger,
recapitalization, combination, subdivision, conversion, exchange of shares, or
similar transaction, the type and number of Issuer Option Shares purchasable
upon exercise of the applicable Issuer Option, and the applicable option price
will also be adjusted in such a manner as will fully preserve the economic
benefits of the Option.

     Each Issuer Option Agreement provides that the Optionee or any other
holder or holders of the Issuer Option (as used in this section, collectively,
the "Option Holder") may exercise the Issuer Option, in whole or in part,
subject to regulatory approval, if both an Initial Triggering Event (as defined
herein) and a Subsequent Triggering Event (as defined herein) has occurred
prior to the occurrence of an Exercise Termination Event (as defined herein);
provided that the Option Holder has sent to the Issuer written notice of such
exercise within 90 days following such Subsequent Triggering Event (subject to
extension as provided in each Issuer Option Agreement). The terms "Initial
Triggering Event" and "Subsequent Triggering Event" generally relate to
attempts by one or more third parties to acquire a significant interest in the
Issuer. Any exercise of the Issuer Option will be deemed to occur on the date
such notice is sent.

     For purposes of each Issuer Option Agreement:

      (i) The term "Initial Triggering Event" means the occurrence of any of
   the following events or transactions after July 20, 1998: (a) the Issuer or
   any subsidiary of the Issuer (which subsidiary, in the case of SunTrust,
   must be "significant"), without the Optionee's prior written consent,
   enters into an agreement to engage in, or the Issuer's Board of Directors
   recommends that shareholders of the Issuer approve or accept, any Competing
   Transaction (as defined herein) with any person (other than as contemplated
   by the Merger Agreement); (b) the Issuer's Board of Directors does not
   recommend that the shareholders of Issuer approve the Merger Agreement or
   publicly withdraws or modifies, or publicly announces its intention to
   withdraw or modify, in any manner adverse to the Optionee, its
   recommendation that its shareholders approve the Merger Agreement; (c) any
   person, other than the Optionee, any subsidiary of the Optionee or any
   Issuer subsidiary acting in a fiduciary capacity, acquires beneficial
   ownership, or the right to acquire beneficial ownership, of 10% (20% in the
   case of the SunTrust Stock Option Agreement) or more of the outstanding
   shares of the Issuer's Common Stock; (d) any person other than the Optionee
   or any subsidiary of the Optionee makes a BONA FIDE proposal to the Issuer
   or its shareholders by public announcement or written communication that is
   or becomes the subject of public disclosure to engage in a Competing
   Transaction; (e) the Issuer breaches any covenant or obligation in the
   Merger Agreement after any person, other than the Optionee or any
   subsidiary of the Optionee, has proposed a Competing Transaction, and such
   breach (1) would entitle the Optionee to terminate the Merger Agreement and
   (2) is not remedied prior to the date of the Optionee's notice to the
   Issuer of the exercise of the Option; (f) any person other than the
   Optionee or any subsidiary of the Optionee, other than in connection with a
   transaction to which the Optionee has given its prior written consent,
   files an application or notice with the Federal Reserve Board, or other
   federal or state bank regulatory authority, which application or


                                       39
<PAGE>

   notice has been accepted for processing, for approval to engage in a
   Competing Transaction; (g) the shareholders of Issuer vote and fail to
   approve the Merger Agreement and the Merger at a meeting which has been
   held for that purpose or any adjournment or postponement thereof, or such
   meeting shall not have been held in violation of the Merger Agreement if,
   prior to such meeting (or if such meeting shall not have been held or shall
   have been canceled, prior to such termination), it shall have been publicly
   announced that any person (other than the Optionee or any subsidiary of the
   Optionee) shall have made, or disclosed an intention to make, a proposal to
   engage in a Competing Transaction; or (h) any person other than the
   Optionee or any subsidiary of the Optionee shall have filed with the
   Commission a registration statement or tender offer materials with respect
   to a potential exchange or tender offer that would constitute a Competing
   Transaction.

      (ii) For purposes of the Crestar Stock Option Agreement, the term
   "Competing Transaction" means (a) a merger, consolidation, share exchange,
   or any similar transaction with Crestar or any of its subsidiaries,
   PROVIDED that in no event shall (x) any merger, consolidation or similar
   transaction involving only Crestar and one or more of its subsidiaries, or
   involving only any two or more of such subsidiaries be deemed to be a
   Competing Transaction, or (y) any merger, consolidation or similar
   transaction as to which the shareholders of Crestar immediately prior
   thereto own in the aggregate at least 75% of the common stock of the
   surviving corporation or its publicly-held parent corporation immediately
   following consummation thereof be deemed to be a Competing Transaction,
   provided that any such transaction is not entered into in violation of the
   terms of the Merger Agreement; (b) a purchase, lease or other acquisition
   of assets of Crestar or any of its subsidiaries (other than any purchase,
   lease or other acquisition not involving all or a substantial portion of
   the assets of Crestar and its subsidiaries taken as a whole); (c) a
   purchase or other acquisition (including by way of merger, consolidation,
   share exchange or otherwise) of securities representing 10% or more of the
   voting power of Crestar or any of its subsidiaries; or (d) any
   substantially similar transaction.

      (iii) For purposes of the SunTrust Stock Option Agreement, the term
   "Competing Transaction" means (a) a merger, consolidation or share exchange
   with SunTrust or any of its significant subsidiaries, PROVIDED that in no
   event shall (x) any merger, consolidation or share exchange involving only
   SunTrust and one or more of its subsidiaries, or involving only any two or
   more of such subsidiaries be deemed to be a Competing Transaction, or (y)
   any merger, consolidation or share exchange (A) in which SunTrust is the
   surviving entity or (B) as to which the shareholders of SunTrust
   immediately prior thereto own in the aggregate at least 40% of the common
   stock of the surviving corporation or its publicly-held parent corporation
   immediately following consummation thereof, be deemed to be a Competing
   Transaction; (b) a purchase, lease or other acquisition of all or
   substantially all of the assets of SunTrust and its subsidiaries taken as a
   whole; or (c) a purchase or other acquisition (including by way of merger,
   consolidation, share exchange or otherwise) of securities representing 20%
   or more of the voting power of SunTrust.

      (iv) The term "Subsequent Triggering Event" in either Stock Option
   Agreement means the occurrence of either of the following events or
   transactions after July 20, 1998: (a) the acquisition by any person, other
   than any Optionee subsidiary or Issuer subsidiary acting in a fiduciary
   capacity, of beneficial ownership of 20% (25% in the case of the SunTrust
   Stock Option Agreement) or more of the then outstanding shares of Issuer
   Common Stock; or (b) the occurrence of the Initial Triggering Event
   described above in clause (i)(a), except that the percentage referred to in
   clause (ii)(c) and (iii)(c) of the definitions of "Competing Transaction"
   set forth above will be 20% in the case of the Crestar Option Agreement and
   25% in the case of the SunTrust Stock Option Agreement.

     Each Issuer Option will expire upon the occurrence of an "Exercise
Termination Event," which includes: (i) the Effective Time; (ii) termination of
the Merger Agreement in accordance with the provisions thereof (other than a
termination resulting from a willful breach by Issuer of a provision of the
Merger Agreement) if such termination occurs prior to the occurrence of an
Initial Triggering Event; or (iii) the date that is 18 months after the
termination of the Merger Agreement if such termination occurs after the
occurrence of an Initial Triggering Event or is a termination by the Optionee
as a result of a willful, uncured material breach by the Issuer of any of its
representations, warranties, covenants or agreements set forth in the Merger
Agreement.

     As of the date of this document, to the best knowledge of SunTrust and
Crestar, no Initial Triggering Event or Subsequent Triggering Event has
occurred.

     At any time after the occurrence of a Repurchase Event (as defined below),
(i) at the request of a Option Holder, delivered prior to an Exercise
Termination Event (or such later period as provided in Section 10 of the Issuer
Option Agreement), the Issuer (or any successor thereto) will repurchase the
Issuer Option from the Option Holder at a price (the "Issuer Option Repurchase
Price") equal to the amount by which (a) the market/offer price (as defined
below) exceeds (b)


                                       40
<PAGE>

the option price, multiplied by the number of shares for which the Issuer
Option may then be exercised and (ii) at the request of the owner of Issuer
Option Shares from time to time (the "Owner"), delivered prior to an Exercise
Termination Event (or such later period as provided in Section 10 of the Issuer
Option Agreement), the Issuer (or any successor thereto) will repurchase such
number of the Issuer Option Shares from the Owner as the Owner will designate
at a price (the "Issuer Option Share Repurchase Price") equal to the
market/offer price multiplied by the number of Option Shares so designated.

     The term "market/offer price" means the highest of (i) the price per share
of Issuer Common Stock at which a tender offer or exchange offer therefor has
been made, (ii) the price per share of Issuer Common Stock to be paid by any
third party pursuant to an agreement with Issuer, (iii) the highest closing
price for shares of Issuer Common Stock within the six-month period immediately
preceding the date the Option Holder gives notice of the required repurchase of
the Issuer Option or the Owner gives notice of the required repurchase of
Issuer Option Shares, as the case may be, or (iv) in the event of a sale of all
or substantially all of the Issuer's assets, the sum of the price paid in such
sale for such assets and the current market value of the remaining assets of
the Issuer as determined by a nationally recognized investment banking firm
selected by the Option Holder or the Owner, as the case may be, and the Issuer,
divided by the number of shares of Issuer Common Stock outstanding at the time
of such sale. In determining the market/offer price, the value of consideration
other than cash will be determined by a nationally recognized investment
banking firm selected by the Option Holder or Owner, as the case may be, and
reasonably acceptable to the Issuer. If, however, the Issuer at any time after
delivery of a notice of repurchase as described in this paragraph is prohibited
under applicable law or regulation, or as a consequence of administrative
policy, from delivering to the Option Holder and/or the Owner, as appropriate,
the Issuer Option Repurchase Price and the Issuer Option Share Repurchase
Price, respectively, in full, the Option Holder or Owner may revoke its notice
of repurchase of the Issuer Option or the Issuer Option Shares, either in whole
or to the extent of the prohibition, whereupon, in the latter case, the Issuer
will promptly (i) deliver to the Option Holder and/or the Owner, as
appropriate, that portion of the Issuer Option Repurchase Price or the Issuer
Option Share Repurchase Price that the Issuer is not prohibited from delivering
and (ii) deliver, as appropriate, (a) to the Option Holder, a new Issuer Option
Agreement evidencing the right of the Option Holder to purchase that number of
shares of the Issuer Common Stock obtained by multiplying the number of shares
of the Issuer Common Stock for which the surrendered Issuer Option Agreement
was exercisable at the time of delivery of the notice of repurchase by a
fraction, the numerator of which is the Issuer Option Repurchase Price less the
portion thereof theretofore delivered to the Option Holder and the denominator
of which is the Issuer Option Repurchase Price, and (b) to the Owner, a
certificate for the Issuer Option Shares it is then so prohibited from
repurchasing. A "Repurchase Event" is deemed to have occurred (i) upon the
consummation of a Competing Transaction, except that the percentage referred to
in clause (c) of the definition of Competing Transaction shall be 50%, or (ii)
upon the acquisition by any person (other than the Optionee or any subsidiary
of Optionee) of the beneficial ownership of 50% or more of the then outstanding
Issuer Common Stock.

     If, prior to an Exercise Termination Event, the Issuer enters into any
agreement (i) to consolidate with or merge into any person, other than the
Optionee or one of its subsidiaries, such that Issuer is not the continuing or
surviving corporation of such consolidation or merger; (ii) to permit any
person, other than the Optionee or one of its subsidiaries, to merge into the
Issuer and the Issuer is the continuing or surviving corporation, but, in
connection with such consolidation or merger, the outstanding shares of the
Issuer Common Stock are changed into or exchanged for stock or other securities
of any other person or cash or any other property, or the then outstanding
shares of Issuer Common Stock after such merger will represent less than 50% of
the outstanding shares and share equivalents of the merged corporation; or
(iii) to sell or otherwise transfer all or substantially all of its assets to
any person, other than the Optionee or any of its subsidiaries, then, and in
each such case, the agreement governing such transaction must provide that,
upon consummation of any such transaction and upon terms and conditions set
forth in the Issuer Option Agreement, the Issuer Option will be converted into,
or exchanged for, an option having substantially the same terms as the Issuer
Option (the "Substitute Option") to purchase securities, at the election of the
Option Holder, of either the acquiring person or any person that controls the
acquiring person. At the request of the Option Holder, the issuer of the
Substitute Option will repurchase it at a price, and subject to such other
terms and conditions, as set forth in the Issuer Option Agreement.

     Within 90 days after the occurrence of a Subsequent Triggering Event that
occurs prior to an Exercise Termination Event (subject to extension as provided
in the Issuer Option Agreement), the Optionee may request the Issuer to
promptly prepare, file and keep current with respect to the Option Shares, a
registration statement with the Commission. The Issuer is required to use its
reasonable best efforts to cause such registration statement to become
effective and then to remain effective for 180 days or such shorter time as may
be reasonably necessary to effect such sales or other disposition of Option
Shares. The Optionee has the right to demand two such registrations.


                                       41
<PAGE>

     Neither the Issuer nor the Optionee may assign any of its rights and
obligations under the Issuer Option Agreements or the Issuer Option to any
other person without the express written consent of the other party, except
that, if a Subsequent Triggering Event occurs prior to an Exercise Termination
Event, the Optionee, subject to the terms of the Issuer Option Agreement, may
assign, in whole or in part, its rights and obligations thereunder, within 90
days (subject to extension as provided in the Issuer Option Agreement) of such
Subsequent Triggering Event; provided that, until the date 15 days after the
date on which the Federal Reserve Board approves an application by the Optionee
to acquire the Issuer Option Shares, the Optionee may not assign its rights
under the Issuer Option.

     Certain rights and obligations of the Optionee and the Issuer under the
Stock Option Agreements are subject to receipt of required regulatory
approvals. The approval of the Federal Reserve Board is required for the
acquisition by the Optionee of more than 5% of the outstanding shares of Issuer
Common Stock. Accordingly, SunTrust has included or will include in its
applications with the Federal Reserve Board a request for approval of the right
each Optionee to exercise its rights under the Issuer Option Agreement,
including its right to purchase more than 5% of the outstanding shares of
Issuer Common Stock. See " -- Regulatory Matters."


CRESTAR RIGHTS AGREEMENT

     On June 23, 1989, the Crestar Board declared a dividend distribution of
one right (a "Crestar Right") for each share of Crestar Common Stock
outstanding to shareholders of record at the close of business on July 10,
1989. See "Comparative Rights of Shareholders -- Shareholder Rights Plans." In
connection with the execution of the Merger Agreement and the Crestar Stock
Option Agreement, Crestar amended the Crestar Rights Agreement to provide,
among other things, that (i) the execution and delivery of the Merger Agreement
and the completion of the Merger and execution and delivery of the Crestar
Stock Option Agreement and any acquisition of shares of Crestar Common Stock by
SunTrust (and certain related persons) upon exercise thereof, or as
contemplated by the Merger Agreement, will not cause the Crestar Rights to
become exercisable, or cause the Crestar Rights to be separated from the shares
of Crestar Common Stock to which they are attached, and (ii) the Crestar Rights
will terminate and be extinguished at the Effective Time.


                                       42
<PAGE>

                  MANAGEMENT AND OPERATIONS AFTER THE MERGER

     The Merger Agreement provides that Mr. Tilghman and three additional
non-employee directors of Crestar will become members of the SunTrust Board as
of the Effective Time and SunTrust has agreed to name Mr. Tilghman as Vice
Chairman of the SunTrust Board. See "The Merger -- Interests of Certain Persons
in the Merger."

     While no assurance can be given, SunTrust and Crestar, based on
information available at this time, expect to achieve substantial expense
savings as a result of the Merger. SunTrust and Crestar estimate that the
combined company can reduce its expenses by approximately $130 million per
year. SunTrust expects to achieve 75% of these cost savings by the end of 1999
and the remaining 25% by the end of 2000. It is expected that these cost
reductions will be spread across a broad range of operational activities and
staff functions of both SunTrust and Crestar. SunTrust and Crestar estimate
that the combined company will also possess enhanced revenue potential in 1999,
primarily as a result of both a greater ability to address the growth potential
of the combined company's key market regions and from the ability to cross-sell
each company's products and services to the other company's customers.

     SunTrust also expects to incur pre-tax Merger-related restructuring
charges of $200 million in 1998 and Crestar expects to incur a pre-tax
Merger-related charge of $50 million to align Crestar's accounting and
reserving policies with those of SunTrust.

     The extent to which such expense savings will be achieved or such charges
will occur in the amounts stated is dependent upon various factors, a number of
which are beyond the control of SunTrust and Crestar, including regulatory
requirements attendant to the completion of the Merger, the general regulatory
environment, economic conditions, unanticipated changes in business conditions
and inflation, and no assurances can be given with respect to the ultimate
level and composition of expense savings to be realized or that such savings
will be realized in the time frame currently anticipated. See "Cautionary
Statement Regarding Forward-Looking Information" and "Risk Factors --
Uncertainties in Integrating Business Operations and Realizing Enhanced
Earnings." These amounts have not been included in any of the unaudited pro
forma combined financial information included in this document.


                                       43
<PAGE>

                      COMPARATIVE RIGHTS OF SHAREHOLDERS
GENERAL

     SunTrust is a Georgia corporation subject to the provisions of the GBCC,
and Crestar is a Virginia corporation subject to the provisions of the VSCA.
Crestar Shareholders will, upon consummation of the Merger, become SunTrust
Shareholders. The rights of such shareholders as SunTrust Shareholders will be
governed by the articles of incorporation (the "SunTrust Charter") and bylaws
(the "SunTrust Bylaws") of SunTrust, in addition to the GBCC.

     Set forth below are the material differences between the rights of a
Crestar Shareholder under the VSCA, the Crestar Charter and the Crestar Bylaws,
on the one hand, and the rights of a SunTrust Shareholder under the GBCC, the
SunTrust Charter and the SunTrust Bylaws, on the other hand. This summary does
not purport to be a complete discussion of, and is qualified in its entirety by
reference to, the governing law and the charter and bylaws of each corporation.
 


AUTHORIZED CAPITAL

     CRESTAR. Crestar has authority to issue 200,000,000 shares of Crestar
Common Stock, with a par value of $5.00 per share, and 2,000,000 shares of
preferred stock, with a par value of $25.00 per share. As of the Record Date,
there were -----  shares of Crestar Common Stock outstanding. There are no
shares of preferred stock outstanding.

     SUNTRUST. SunTrust has authority to issue 500,000,000 shares of SunTrust
Common Stock, with a par value of $1.00 per share and 50,000,000 shares of
preferred stock with no par value per share. As of the Record Date, there were
- ---------  shares of SunTrust Common Stock outstanding. There are no shares of
preferred stock outstanding.


AMENDMENT TO CHARTER OR BYLAWS

     CRESTAR. As permitted by the VSCA, the Crestar Charter provides that,
unless a greater vote is required by law or the Crestar Charter, the Crestar
Charter may be amended by the Crestar Board with the approval of a vote of the
holders of a majority of the votes entitled to be cast on the amendment by each
voting group entitled to vote thereon. To be amended, the Article providing for
a classified Crestar Board and establishing criteria for removing Directors
requires the approval of a majority of "Disinterested Directors" and the
holders of at least two-thirds of the votes entitled to be cast on the
amendment.

     The Crestar Bylaws generally provide that the Crestar Board may, by a
majority vote, amend its Bylaws. The Crestar Bylaws also provide that such
Bylaws may be amended by shareholders entitled to vote in an election of
directors and that such shareholders may enact Bylaws which may not be amended,
altered or repealed by the Board of Directors.

     SUNTRUST. As permitted by the GBCC, the SunTrust Charter may be amended if
the amendment is adopted by the SunTrust Board and approved by a vote of the
holders of a majority of votes entitled to be cast on the amendment by each
voting group entitled to vote thereon. However, in order to amend certain
provisions of the SunTrust Charter, an affirmative vote of seventy-five percent
(75%) of the outstanding shares of SunTrust stock is required. The SunTrust
Bylaws provide that the Bylaws may be altered, amended, repealed or new Bylaws
adopted by the SunTrust Board, but any Bylaws adopted by the SunTrust Board may
be altered, amended or repealed and new Bylaws adopted by the Shareholders.
Action by the SunTrust Board with respect to the Bylaws shall be taken by an
affirmative vote of a majority of all of the Directors then elected and
serving.


DIRECTORS AND CLASSES; VACANCIES AND REMOVAL

     CRESTAR. The Crestar Charter provides that the number of directors shall
be set forth in the Bylaws, but the number of directors set forth in the Bylaws
may not be increased by more than four during any 12-month period except by the
affirmative vote of more than two-thirds of the votes entitled to be cast at an
election of directors. The Crestar Bylaws provide for a Board of Directors
consisting of not less than five nor more than 26 members, with the number to
be fixed by the Board. The Crestar Board currently has fixed the number of
directors at 16. The Crestar Board is divided into three classes, each as
nearly equal in number as possible, with one class being elected annually.

     The Crestar Charter provides that any vacancy occurring on the Crestar
Board, including a vacancy resulting from an increase in the number of
directors, may be filled by the affirmative vote a majority of the remaining
directors though less than a quorum of the Crestar Board. If at the time any
such vacancy is filled, any person, or any associate or affiliate of such
person (as those terms are defined in Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended, or any
successor rule or regulation) is directly or indirectly the beneficial owner of
10% (or more) of outstanding voting shares, the vacancy shall be filled by the
affirmative vote of a majority of the remaining directors in the class of
directors in which the vacancy has occurred. Directors so chosen shall hold
office for a


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<PAGE>

term expiring at the next following annual meeting of shareholders at which
directors are elected. No decrease in the number of directors constituting the
Crestar Board shall shorten the term of any incumbent director.

     Subject to the rights of the holders of preferred stock then outstanding,
any director may be removed, with cause, only by the affirmative vote of the
holders of at least two-thirds of outstanding voting shares.

     SUNTRUST. The SunTrust Bylaws provide that the number of directors shall
consist of not less that 10 nor more than 16 members, with the number to be
fixed by the SunTrust Board. In the absence of the SunTrust Board setting the
number of directors, the number shall be 12. The SunTrust Board is divided into
three classes, each as nearly equal is size as possible, with the term of each
class being three years.

     The SunTrust Bylaws provide that any vacancy occurring on the SunTrust
Board, including a vacancy resulting from an increase in the number of
directors, may be filled by the affirmative vote of a majority of directors.

     Subject to the rights of the holders of any series of preferred stock then
outstanding, any Director, or all Directors, may be removed from office at any
time with or without cause by the SunTrust Shareholders.


DIRECTOR EXCULPATION; INDEMNIFICATION

     CRESTAR. The Crestar Charter provides that, to the full extent that the
VSCA permits the limitation or elimination of the liability of directors or
officers, a director or officer of Crestar shall not be liable to Crestar or
its shareholders for monetary damages. The Crestar Charter provides that, to
the full extent permitted by the VSCA and any other applicable law, Crestar
shall indemnify a director or officer of Crestar who is or was made a party to
any proceeding by reason of the fact that he or she is or was such a director
or officer or is or was serving any other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, at the request of
Crestar. The VSCA provides that a corporation may indemnify an individual made
party to a proceeding because he is or was a director against liability
incurred in the proceeding if he (a) conducted himself in good faith, (b)
believed, in the case of conduct in his official capacity, that his conduct was
in the best interests of the corporation, and in all other cases that his
conduct was at least not opposed to the corporation's best interests and (c) in
the case of any criminal proceeding, he had no reasonable cause to believe his
conduct was unlawful.

     SUNTRUST. Under the GBCC, a corporation may indemnify a director,
officer, employee or agent, acting in his capacity as such, for judgments,
settlements, penalties, fines or reasonable expenses incurred with respect to a
threatened, pending or completed action, suit or proceeding if he acted in a
manner he believed in good faith to be in or not opposed to the best interests
of the corporation and, in the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful. Indemnification in
connection with a proceeding by or in the right of the corporation is limited
to reasonable expenses incurred in connection with the proceeding. A
corporation may pay for or reimburse the reasonable expenses incurred by a
party to a proceeding in advance of final disposition of the proceeding if (i)
he furnishes the corporation a written affirmation of his good faith belief
that he has met the required standard of conduct and (ii) he furnishes the
corporation a written undertaking to repay any advances if it is ultimately
determined that he is not entitled to indemnification under the GBCC.

     The SunTrust Bylaws provide that SunTrust 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 interests of SunTrust, or in all other
cases, he reasonably believed such conduct was at least not opposed to the best
interests of SunTrust and, in the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful.


DIRECTOR CONFLICT OF INTERESTS TRANSACTIONS

     CRESTAR. The VSCA provides that a transaction between a corporation and a
director in which the director has a direct or indirect personal interest is
not voidable by the corporation solely because of the director's interest in
the transaction if: (i) the material facts of the transaction and the
director's interest were disclosed or known to the board of directors (or a
committee thereof) and the board (or such committee) authorized, approved or
ratified the transaction, (ii) the material facts of the transaction and the
director's interest were disclosed to the shareholders entitled to vote and
they authorized, approved or ratified the transaction, or (iii) the transaction
was fair to the corporation. For purposes of clause (i) above, a conflict of
interests transaction is authorized, approved or ratified if it receives the
affirmative vote of a majority of directors (or committee members) who have no
direct or indirect personal interest in the transaction. The presence of, or a


                                       45
<PAGE>

vote cast by, a director with a direct or indirect personal interest does not
affect the validity of any action taken under clause (i) above if the
transaction is otherwise authorized, approved or ratified pursuant to that
clause.

     SUNTRUST. The GBCC provides that a transaction in which the director has a
conflicting interest may not be enjoined, set aside or give rise to an award of
damages or other sanctions on the ground of an interest in the transaction of
the director or any other person with whom or which he has a personal,
economic, or other association if: (i) the transaction received the affirmative
vote of a majority (but not less than two) of those qualified directors on the
board of directors or of a duly empowered committee thereof who voted on the
transaction after either (a) required disclosure to them or (b) in the case of
a director with a conflicting interest where neither he nor a related person is
a party thereto and the director has a duty under law, professional canon, or a
duty of confidentiality to another person respecting information relating to
the transaction such that the director cannot, consistent with that duty, make
necessary disclosure, discloses to the directors voting on the transaction the
existence and nature of his conflicting interest and informs them of the
character of and limitations imposed by that duty prior to their vote on the
transaction and plays no part, directly or indirectly, in their deliberations
or vote, (ii) the transaction received the affirmative vote of a majority of
votes entitled to be cast by the holders of all qualified shares after (a)
notice to shareholders describing the director's conflicting interest
transaction, (b) notice to the secretary of the corporation of the number and
identity of persons holding or controlling the vote of all shares that, to the
knowledge of the director, are beneficially owned by the director or by a
related person of the director and (c) required disclosure to the shareholders
who voted on the transaction or (iii) the transaction is established to be fair
to the corporation.


SHAREHOLDER MEETINGS

     CRESTAR. The Crestar Bylaws provide that special meetings of the Crestar
Shareholders for any purpose or purposes may be called at any time by the
Chairman of the Crestar Board, the President of Crestar or by a majority of the
Crestar Board.

     SUNTRUST. The SunTrust Bylaws provide that a special meeting of the
shareholders may be called at any time by the Chairman of the SunTrust Board or
the President of SunTrust. Special meetings also may be called at any time by a
majority of the SunTrust Board or the holders of at least 25% of the
outstanding common stock of SunTrust.


DIRECTOR NOMINATIONS

     CRESTAR. The Crestar Bylaws provide that any nomination for director made
by a shareholder must be made in writing to the Secretary of Crestar not less
than 60 nor more than 90 days prior to the anniversary date of the immediately
preceeding annual meeting. If mailed, such notice shall be sent by certified
mail, return receipt requested, and shall be deemed to have been given when
received by the Secretary of Crestar. A shareholder's nomination for director
shall set forth (a) the name and business address of the shareholder's nominee,
(b) the fact that the nominee has consented to his or her name being placed in
nomination, (c) the name and address, as they appear on Crestar's books, of the
shareholder making the nomination, (d) the class and number of shares of
Crestar's stock beneficially owned by the shareholder, and (e) any material
interest of the shareholder in the proposed nomination.

     SUNTRUST. The SunTrust Bylaws provide that nominations for election to the
SunTrust Board may be made by the SunTrust Board, or by any shareholder of any
outstanding class of capital stock entitled to vote for the election of
Directors. Nominations shall specify the class of directors to which each
person is nominated, and nominations, other than those made by the existing
SunTrust Board, shall be made in writing and shall be delivered or mailed to
the Chairman of the SunTrust Board not less than 30 days nor more than 75 days
prior to any meeting of the shareholders called for the election of Directors;
provided, however, that if less than thirty-five (35) days notice of the
meeting is given to shareholders such nomination shall be mailed or delivered
to the Chairman of the SunTrust Board not later than the close of business on
the seventh day following the day on which the notice of meeting was mailed.
Such nomination and notification shall contain (i) the names and addresses of
the proposed nominee or nominees, (ii) the principal occupation of each
proposed nominee, (iii) the total number of shares that, to the knowledge of
the notifying or nominating shareholder, will be voted for each of the proposed
nominees, (iv) the name and residence address of each notifying or nominating
shareholder, (v) the number of shares owned by the notifying or nominating
shareholder, (vi) the total number of shares that, to the knowledge of the
notifying or nominating shareholder, are owned by the proposed nominee and
(vii) the signed consent of the proposed nominee to serve, if elected.


SHAREHOLDER PROPOSALS

     CRESTAR. The Crestar Bylaws provide that at any meeting of shareholders of
Crestar, only that business that is properly brought before the meeting may be
presented to and acted upon by the shareholders. To be properly brought


                                       46
<PAGE>

before the meeting, business must be brought (a) by or at the direction of the
Crestar Board or (b) by a shareholder who has given written notice of business
he or she expects to bring before the meeting to the Secretary of Crestar not
less than 60 nor more than 90 days prior to the anniversary date of the
immediately preceeding annual meeting. If mailed, such notice shall be sent by
certified mail, return receipt requested, and shall be deemed to have been
given when received by the Secretary of Crestar. A shareholder's notice to the
Secretary shall set forth as to each matter the shareholder proposes to bring
before the meeting (a) a brief description of the business to be brought before
the meeting and the reasons for conducting such business at the meeting, (b)
the name and address, as they appear on Crestar's books, of the shareholder
proposing such business, (c) the class and number of shares of Crestar stock
beneficially owned by the shareholder, and (d) any material interest of the
shareholder in such business. No business shall be conducted at a meeting of
shareholders except in accordance with the procedures set forth in the Crestar
Bylaws.

     SUNTRUST. The SunTrust Charter and the SunTrust Bylaws contain no such
restriction on the ability of SunTrust Shareholders to make shareholder
proposals.


SHAREHOLDER RIGHTS PLANS

     CRESTAR. On June 23, 1989, the Crestar Board declared a dividend
distribution of one Crestar Right for each outstanding share of Crestar Common
Stock to shareholders of record at the close of business on July 10, 1989. Each
Crestar Right entitles the registered holder to purchase from Crestar one
one-thousandth of a share (a "Unit") of a newly authorized Participating
Cumulative Preferred Stock, Series C, par value $25 per share. Each Unit was
initially structured to be the economic equivalent of one share of Crestar
Common Stock. Crestar Shareholders received one Crestar Right per share of
Crestar Common Stock held of record at the close of business on July 10, 1989.
The initial exercise price of each Right is $115 subject to adjustment (the
"Purchase Price").

     Crestar Rights will also attach to all shares of Crestar Common Stock
issued after July 10, 1989, but prior to the Distribution Date (as defined
below) unless the Crestar Board determines otherwise at the time of issuance.
The description and terms of the Crestar Rights are set forth in the Crestar
Rights Agreement.

     The Crestar Rights are attached to all Crestar Common Stock certificates
representing shares currently outstanding, and no separate certificates
evidencing the Crestar Rights have been distributed. The Crestar Rights will
separate from the Common Stock (the "Distribution Date") upon the earlier of
(i) 10 days following a public announcement that a person or group of
affiliated or associated persons (an "Acquiring Person") has acquired, or
obtained the right to acquire, beneficial ownership of 10% or more of the
outstanding shares of Crestar Common Stock (the "Stock Acquisition Date"), or
(ii) 10 business days following the commencement of a tender offer or exchange
offer that would result in a person or group beneficially owning 10% or more of
such outstanding shares of Crestar Common Stock. Until the Distribution Date,
(i) the Crestar Rights will be evidenced by the Crestar Common Stock
certificates and will be transferred only with such Crestar Common Stock
certificates, (ii) new Crestar Common Stock certificates issued after July 10,
1998 will contain a notation incorporating the Crestar Rights Agreement by
reference and (iii) the surrender for transfer of any certificates for Common
Stock outstanding also will constitute the transfer of the Crestar Rights
associated with the Common Stock represented by such certificates.

     The Crestar Rights are not exercisable until the Distribution Date and
will expire at the close of business on June 23, 1999, unless earlier redeemed
by Crestar as described below.

     While each Crestar Right initially will provide for the acquisition of one
Unit of Preferred Stock at the Purchase Price, the Crestar Rights Agreement
provides that if (i) an Acquiring Person purchases 30% or more of the
outstanding Common Stock, or (ii) at any time following the Distribution Date,
Crestar is the surviving corporation in a merger with an Acquiring Person and
its Common Stock is not changed or exchanged, or (iii) an Acquiring Person
effects a statutory share exchange with Crestar after which Crestar is not a
subsidiary of any Acquiring Person, each holder of a Crestar Right (except as
set forth below) will thereafter have the right to receive, upon exercise and
payment of the Purchase Price, Preferred Stock or Common Stock at the option of
Crestar (or, in certain circumstances, cash, property or other securities of
Crestar) having a value equal to twice the amount of the Purchase Price.

     If, at any time following the Stock Acquisition Date, (i) Crestar is
acquired in a merger, statutory share exchange, or other business combination
in which Crestar is not the surviving corporation (other than a transaction
described in the preceding paragraph), or (ii) 50% or more of Crestar's assets
or earning power is sold or transferred, each holder of a Crestar Right (except
as set forth below) shall thereafter have the right to receive, upon exercise
and payment of the Purchase Price, Common Stock of the acquiring company having
a value equal to twice the Purchase Price. The events set forth in this
paragraph and in the preceding paragraph are referred to as the "Triggering
Events."


                                       47
<PAGE>

     At any time after any person becomes an Acquiring Person, Crestar may
exchange all or part of the Crestar Rights (except as set forth below) for
shares of Common Stock (an "Exchange") at an exchange ratio of one share per
Crestar Right, as appropriately adjusted to reflect any stock split
transaction.

     At any time until 10 days following the Stock Acquisition Date, Crestar
may redeem the Crestar Rights in whole, but not in part, at a price of $.01 per
Crestar Right (the "Redemption Price"). Immediately upon the action of the
Crestar Board ordering redemption of the Crestar Rights, with, where required,
the concurrence of the members of the Crestar Board who were members prior to
June 23, 1989 (the "Continuing Directors") and any person consequently elected
to the Board if such person is recommended or approved by a majority of the
Continuing Directors, in each case not including an Acquiring Person, the
Crestar Rights will terminate and the only right of the holders of Crestar
Rights will be to receive the Redemption Price.

     The Crestar Rights may have certain anti-takeover effects. The Crestar
Rights will cause substantial dilution to a person or group that acquires more
than 10% of the outstanding shares of Crestar Common Stock if a Triggering
Event thereafter occurs without the Crestar Rights having been redeemed or in
the event of an Exchange. However, the Crestar Rights should not interfere with
any merger or other business combination approved by the Crestar Board and the
Crestar shareholders because the Crestar Rights are redeemable under certain
circumstances.

     In connection with the execution of the Merger Agreement, Crestar amended
the Crestar Rights Agreement. See "The Merger -- Crestar Rights Agreement."

     SUNTRUST. SunTrust does not have a shareholder rights plan.


SHAREHOLDER INSPECTION RIGHTS; SHAREHOLDER LISTS

     CRESTAR. Under the VSCA, a shareholder of a Virginia corporation is
entitled to inspect and copy certain books and records, including the articles
of incorporation and bylaws of the corporation, if he gives the corporation
written notice of his demand at least five business days before the date on
which he wishes to inspect and copy. The shareholder of a Virginia corporation
is entitled to inspect and copy certain other books and records, including a
list of shareholders, minutes of any meeting of the board of directors (or any
committee thereof) and accounting records of the corporation, if (i) the
shareholder has been a shareholder of record for at least six months
immediately preceding his or her written demand or is the holder of at least 5%
of the corporation's outstanding shares, (ii) the shareholder's demand is made
in good faith and for a proper purpose, (iii) the shareholder describes with
reasonable particularity the purpose of the request and the records desired to
be inspected and (iv) the records are directly connected with the stated
purpose, and if he gives the corporation written notice of his demand at least
five business days before the date on which he wishes to inspect and copy. The
VSCA also provides that a corporation shall make available for inspection by
any shareholder during usual business hours, at least 10 days before each
meeting of shareholders, a complete list of the shareholders entitled to vote
at such meeting.

     SUNTRUST. The SunTrust Bylaws provide that the SunTrust Board shall
determine whether and to what extent the accounts and books of SunTrust, or any
of them, other than the share records, shall be open to the inspection of
shareholders, and no shareholder shall have any right to inspect any account or
books or document of SunTrust except as conferred by law or by resolution of
the shareholders or the SunTrust Board. Without prior approval of the SunTrust
Board in their discretion, the right of inspection set forth in Section
14-2-1602(c) of the GBCC shall not be available to any shareholder owning two
(2%) percent or less of the shares outstanding. Section 14-2-1602(c) provides
that (i) if a written demand is given at least five business days before the
date on which he wishes to inspect, (ii) the demand is made in good faith and
for a proper purpose that is reasonably relevant to his legitimate interests as
a shareholder, (iii) the demand describes with reasonable particularity the
purpose and the records he desires to inspect, (iv) the records are directly
connected with his purpose and (v) the records are to be used only for the
stated purpose, a shareholder may inspect and copy, during regular business
hours, excerpts from minutes of any board meeting, records of any action of a
committee of the board of directors, minutes of any meeting of the
shareholders, records of action taken by the shareholders or board of directors
without a meeting, accounting records and the records of shareholders.


REQUIRED SHAREHOLDER VOTE FOR CERTAIN ACTIONS

     CRESTAR. The VSCA generally requires the approval of a majority of a
corporation's board of directors, and the holders of more than two-thirds of
all the votes entitled to be cast thereon by each voting group entitled to
vote, on any plan of merger or consolidation, plan of share exchange or sale of
substantially all of the assets of a corporation not in the ordinary course of
business. The VSCA also specifies additional voting requirements for Affiliated
Transactions (as


                                       48
<PAGE>

hereinafter defined) and transactions that would cause an acquiring person's
voting power to meet or exceed specified thresholds, as discussed below.

     The VSCA contains provisions governing "Affiliated Transactions." These
provisions, with several exceptions discussed below, require approval of
material acquisition transactions between a Virginia corporation and any holder
of more than ten percent of any class of its outstanding voting shares (an
"Interested Shareholder") by the holders of at least two-thirds of the
remaining voting shares. Affiliated Transactions subject to the approval
requirement include mergers, share exchanges, material dispositions of
corporate assets not in the ordinary course of business, any dissolution of the
corporation proposed by or on behalf of an Interested Shareholder, or any
reclassification, including reverse stock splits, recapitalization or merger of
the corporation with its subsidiaries which increases the percentage of voting
shares owned beneficially by an Interested Shareholder by more than five
percent.

     For three years following the time that an Interested Shareholder becomes
an owner of ten percent of the outstanding voting shares, a Virginia
corporation cannot engage in an Affiliated Transaction with such Interested
Shareholder without approval of two-thirds of the voting shares other than
those shares beneficially owned by the Interested Shareholder, and majority
approval of the "Disinterested Directors". A Disinterested Director means, with
respect to a particular Interested Shareholder, any member of a corporation's
board of directors who was (i) a member before the later of January 1, 1998 and
the date on which an Interested Shareholder became an Interested Shareholder,
and (ii) recommended for election by, or was elected to fill a vacancy and
received the affirmative vote of, a majority of the Disinterested Directors
then on the board. At the expiration of the three-year period, the statute
requires approval of Affiliated Transactions by two-thirds of the voting shares
other than those beneficially owned by the Interested Shareholder.

     The principal exceptions to the special voting requirement apply to
transactions proposed after the three-year period has expired and require
either that the transaction be approved by a majority of the corporation's
Disinterested Directors or that the transaction satisfy the fair-price
requirements of the VSCA. In general, the fair-price requirement provides that
in a two-step acquisition transaction, the Interested Shareholder must pay the
shareholders in the second step either the same amount of cash or the same
amount and type of consideration paid to acquire the Virginia corporation's
shares in the first step.

     None of the foregoing limitations and special voting requirements apply to
a transaction, such as the Merger, with an Interested Shareholder whose
acquisition of shares making such person an Interested Shareholder was approved
by a majority of the Virginia corporation's Disinterested Directors.

     These provisions were designed to deter certain takeovers of Virginia
corporations. In addition, the statute provides that, by affirmative vote of a
majority of the voting shares other than shares owned by any Interested
Shareholder, a corporation can adopt an amendment to its articles of
incorporation or bylaws providing that the Affiliated Transactions provisions
shall not apply to the corporation. Crestar has not "opted out" of (i.e.,
elected not to be governed by) the Affiliated Transactions provisions.

     Virginia law also provides that shares acquired in a transaction ("control
shares") that would cause the acquiring person's voting rights to meet or
exceed any of three thresholds (20 percent, 33 1/3 percent or a majority) have
no voting rights unless granted by a majority vote of shares not owned by the
acquiring person or any officer or employee-director of the Virginia
corporation. This provision empowers an acquiring person (at its own expense)
to require the Virginia corporation to hold a special meeting of shareholders
to consider the matter within 50 days of the receipt of the request. This
Virginia law provides that, in the event control shares are accorded voting
rights and, as a result, the holder of the control shares has a majority of all
voting power for the election of directors, the shareholders, other than such
holder, may cause the corporation to redeem their shares at a price which meets
certain fair value criteria as determined in accordance with the VSCA.

     SUNTRUST. The SunTrust Charter requires (unless other conditions are met)
the affirmative vote of the holders of at least seventy-five percent (75%) of
the then outstanding shares of common stock of the corporation, including the
affirmative vote of the holders of at least seventy-five (75%) of the then
outstanding shares of common stock of the corporation other than those
beneficially owned by the Interested Shareholder for (i) any merger or
consolidation of SunTrust or any subsidiary with (a) any Interested Shareholder
(as defined in the SunTrust Charter) or (b) any other corporation (whether or
not itself an Interested Shareholder) which is, or after such merger or
consolidation would be, an Affiliate (as defined in the SunTrust Charter) of an
Interested Shareholder, (ii) any sale, lease, exchange, mortgage, pledge,
transfer or other disposition (in one transaction or a series of transactions)
to or with any Interested Shareholder or any Affiliate of any Interested
Shareholder of any assets of SunTrust or any subsidiary having an aggregate
Fair Market Value (as defined in the SunTrust Charter) of $1,000,000 or more,
(iii) the issuance or transfer by SunTrust or any


                                       49
<PAGE>

subsidiary (in one transaction or a series of transactions) of any securities
of SunTrust or any subsidiary to any Interested Shareholder or any Affiliate of
any Interested Shareholder in exchange for cash, securities or other property
(or a combination thereof) having an aggregate Fair Market Value of $1,000,000
or more, (iv) the adoption of any plan or proposal for the liquidation or
dissolution of SunTrust proposed by or on behalf of an Interested Shareholder
or any Affiliate of any Interested Shareholder or (v) any reclassification of
securities (including any reverse stock split), or recapitalization of
SunTrust, or any merger or consolidation of SunTrust with any of its
subsidiaries or any other transaction (whether or not with or into or otherwise
involving an Interested Shareholder) which has the effect, directly or
indirectly, of increasing the proportionate share of the outstanding shares of
any class of equity or convertible securities of SunTrust or any subsidiary
which is directly or indirectly owned by any Interested Shareholder or any
Affiliate of any Interested Shareholder. The Suntrust Charter provides that
such vote of SunTrust shareholders is not required if three-fourths of all
directors approve the transaction.

     The GBCC also specifies additional voting requirements for Affiliated
Transactions (as hereinafter defined) and transactions that would cause an
acquiring person's voting power to meet or exceed specified thresholds, as
discussed below.

     Under the GBCC, certain "business combinations" (including a merger,
consolidation, asset transfer or reclassification of equity securities) between
a Georgia corporation and any person who beneficially owns, directly or
indirectly, ten percent or more of the voting power of the corporation's voting
stock (an "Interested Shareholder"), are prohibited for five years from the
time that such Interested Shareholder becomes an Interested Shareholder unless
(i) prior to such time the board of directors of the corporation approved
either the business combination or the transaction which resulted in the
shareholder becoming an Interested Shareholder; (ii) the Interested Shareholder
became the beneficial owner of at least 90% of the corporation's outstanding
shares at the time the transaction commenced, excluding shares owned by
directors and officers (or any affiliates or associates thereof) of the
corporation, subsidiaries of the corporation, and certain employee stock plans
of the corporation; or (iii) subsequent to becoming an Interested Shareholder,
such shareholder acquired additional shares resulting in the Interested
Shareholder being the beneficial owner of at least 90% of the outstanding
voting stock of the corporation, excluding shares owned by directors and
officers (or any affiliates or associates thereof) of the corporation,
subsidiaries of the corporation and certain employee stock plans of the
corporation.

     Furthermore, the GBCC provides that business combinations must be either
(i) unanimously approved by the continuing directors provided that the
continuing directors constitute at least three members of the board of
directors at the time of such approval; or (ii) recommended by at least
two-thirds of the continuing directors and approved by a majority of the votes
entitled to be cast by holders of voting shares, other than voting shares
beneficially owned by the interested shareholders unless, among other
conditions, the Georgia corporation's common shareholders receive a minimum
price (as defined in the GBCC) for their shares and the consideration is
received in cash or in the same form as previously paid by the Interested
Shareholder for its shares.

     These GBCC provisions do not apply to business combinations with
Interested Shareholders unless the bylaws of the corporation so provide. The
SunTrust Bylaws provide that the Georgia Business Combination Statute (as
defined in the GBCC) shall apply in addition to Article XI of the SunTrust
Charter.


DISSENTERS' RIGHTS

     CRESTAR. The provisions of Article 15 of the VSCA which provide
shareholders of a Virginia corporation the right to dissent from, and obtain
payment of the fair value of their shares in the event of, mergers,
consolidations and certain other corporate transactions are applicable to
Crestar as a Virginia corporation. However, because Crestar has at least 2,000
record shareholders and has shares listed on a national securities exchange,
shareholders of Crestar generally do not have rights to dissent from mergers,
consolidations and certain other corporate transactions to which Crestar is a
party because Article 15 of the VSCA provides that holders of shares of a
Virginia corporation which has shares listed on a national securities exchange
or which has at least 2,000 record shareholders are not entitled to dissenters'
rights unless certain requirements (none of which are present) are met.

     SUNTRUST. The GBCC provides that a shareholder of a Georgia corporation
may dissent from and obtain payment of the fair value of their shares in the
event of (i) consummation of a plan of merger to which the corporation is a
party if (A) approval of the shareholders of the corporation is required and
the shareholder is entitled to vote or (B) the corporation is as subsidiary
that is merged with its parent, (ii) consummation of a plan of share exchange
to which the corporation is a party as the corporation whose shares will be
acquired if the shareholder is entitled to vote, (iii) consummation of a sale
or exchange of all or substantially all of the property of the corporation if a
shareholder vote is required under GBCC Section 14-2-1202, (iv) an amendment to
the articles of incorporation that materially and


                                       50
<PAGE>

adversely affects rights in respect of a dissenter's shares and (v) any
corporate action taken pursuant to a shareholder vote to the extent that
Article 9 of GBCC, the articles of incorporation, bylaws or a resolution of the
board of directors provides that voting or nonvoting shareholders are entitled
to dissent and obtain payment for their shares. However, because SunTrust has
more than 2,000 record shareholders and has shares listed on a national
securities exchange, the shareholders of SunTrust generally do not have the
right to dissent from mergers, sales or exchanges of substantially all of the
assets of the corporation or an amendment to the articles of incorporation
because the GBCC provides that holders of shares of a Georgia corporation which
has shares listed on a national securities exchange or which has more than
2,000 record shareholders are not entitled to dissenter's rights unless certain
requirements are met.


DIVIDENDS AND OTHER DISTRIBUTIONS

     CRESTAR. The VSCA generally provides that a corporation may make
distributions to its shareholders unless, after giving effect to the
distribution, (i) the corporation would not be able to pay its debts as they
become due in the usual course of business or (ii) the corporation's total
assets would be less than the sum of its total labilities plus (unless the
articles of incorporation permit otherwise, which the Crestar Charter does not)
the amount that would be needed, if the corporation were to be dissolved at the
time of the distribution, to satisfy the preferential rights upon dissolution
of shareholders whose preferential rights are superior to those receiving the
distribution. These requirements are applicable to Crestar as a Virginia
corporation.

     In addition to the limitations set forth in the VSCA, there are various
regulatory requirements which are applicable to distributions by bank holding
companies such as Crestar.

     SUNTRUST. The GBCC provides that SunTrust may not pay a dividend if after
giving effect to the dividend, SunTrust would not be able to pay its debts as
they become due in the usual course of business or SunTrust's total assets
would be less than the sum of its total liabilities plus the amount that would
be needed, if SunTrust were to be dissolved at such time, to satisfy any
preferential rights upon dissolution held by its shareholders whose
preferential rights are superior to those receiving the dividend. In addition
to the limitations set forth in the VSCA, there are various regulatory
requirements which are applicable to distributions by bank holding companies
such as Crestar.


VOLUNTARY DISSOLUTION

     CRESTAR. The VSCA generally provides that a corporation's board of
directors may propose dissolution for submission to shareholders and that to be
authorized, the dissolution must be recommended by the board to the
shareholders and approved by the holders of more than two-thirds of all votes
entitled to be cast on the proposal, unless the articles of incorporation of
the corporation require a greater or lesser vote. There are no provisions in
the Crestar Charter which would modify the statutory requirements for
dissolution under the VSCA.

     SUNTRUST. The GBCC provides that the SunTrust Board may propose
dissolution for the submission to the sharholders. Unless the articles of
incorporation, bylaws or the board of directors require a greater vote or vote
by classes, the proposal to dissolve to be adopted must be approved by a
majority of all the votes entitled to be cast on that proposal.


LIQUIDATION RIGHTS

     CRESTAR. In the event of liquidation, dissolution or winding-up of the
affairs of Crestar, holders of outstanding Crestar Common Stock are entitled to
share, in proportion to their respective interests, in Crestar's assets and
funds remaining after payment, or provision for payment, of all debts and other
liabilities of Crestar. In the event of voluntary or involuntary liquidation,
dissolution or winding-up of the affairs of Crestar, the holders of Crestar
preferred stock shall be preferred over the common stock as to both dividends
and amounts distributable upon any voluntary or involuntary liquidation of the
corporation.

     SUNTRUST. The SunTrust Charter provides that in the event of voluntary or
involuntary dissolution, liquidation or winding up of the affairs of SunTrust,
after payment or provision for payment of debts and other liabilities of
SunTrust and before any distribution to the holders of shares of common stock
or any stock junior to the preferred stock as to the distribution of assets
upon liquidation, the holder of each series of the preferred stock shall be
entitled to receive out of the net assets of SunTrust an amount in cash for
each share equal to the amount fixed and determined by the SunTrust Board in
the resolution providing for the issuance of the particular series of preferred
stock, plus an amount equal to all dividends accrued and unpaid on each such
share of the preferred stock up to the date fixed for distribution, and no
more. The SunTrust common shareholders will be entitled to receive any
remaining assets of SunTrust upon liquidation.


                                       51
<PAGE>

                                    EXPERTS

     The audited consolidated financial statements of SunTrust incorporated by
reference into this Registration Statement have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their report with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in giving said report.

     The consolidated financial statements of Crestar and its subsidiaries
appearing in Crestar's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, have been incorporated by reference herein and in the
Registration Statement in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein and
in the Registration Statement, and upon the authority of said firm as experts
in accounting and auditing. The report of KPMG Peat Marwick LLP refers to their
reliance on another auditor's report with respect to amounts related to
Citizens Bancorp for 1996 and 1995 included in the aforementioned consolidated
financial statements.

     Representatives of Arthur Andersen LLP are expected to be present at the
SunTrust Meeting, and representatives of KPMG Peat Marwick LLP are expected to
be present at the Crestar Meeting. In each case, such representatives will have
the opportunity to make a statement if they desire to do so and are expected to
be available to respond to appropriate questions.


                                 LEGAL MATTERS

     The validity of the shares of SunTrust Common Stock to be issued pursuant
to the terms of the Merger Agreement will passed upon for SunTrust by Raymond
D. Fortin, Senior Vice President - Legal and Corporate Secretary. As of the
date of this document, Mr. Fortin beneficially owned 23,000 shares of SunTrust
Common Stock and held options to purchase 3,000 shares of SunTrust Common
Stock. Certain legal matters in connection with the federal income tax
consequences of the Merger will be passed upon for Crestar by Skadden, Arps,
Slate, Meagher & Flom LLP, New York, New York, and for SunTrust by King &
Spalding, Atlanta, Georgia.


                             SHAREHOLDER PROPOSALS

     Shareholder proposals intended to be presented at the 1999 Annual Meeting
of Shareholders of SunTrust must be received by the Secretary of SunTrust not
later than November 3, 1998 for inclusion in the proxy materials for such
meeting.

     Due to the contemplated consummation of the Merger, Crestar does not
currently expect to hold a 1999 Annual Meeting of Shareholders because Crestar
will be a wholly owned subsidiary of SunTrust following the Merger. If the
Merger is not consummated and such a meeting is held, to be eligible for
inclusion in Crestar's proxy statement and form of proxy relating to that
meeting, proposals of shareholders intended to be presented at such meeting
must be received by Crestar either (i) within a reasonable time after Crestar
announces publicly the date of the meeting and before Crestar mails its proxy
statement to shareholders in connection with such meeting or (ii) not later
than November 20, 1998, if Crestar shall have publicly announced its intention
not to consummate the Merger prior to such date. Any other shareholder proposal
intended to be presented at such meeting may only be so presented if the
shareholder seeking to have such proposal presented has provided notice of such
proposal, in compliance with the requirements of the Crestar Bylaws, not later
than February 23, 1999.


                                       52
<PAGE>

                      WHERE YOU CAN FIND MORE INFORMATION

     SunTrust and Crestar file annual, quarterly and current reports, proxy
statements and other information with the Commission. You may read and copy any
reports, statements or other information that the companies file at the
Commission's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the Commission at 1-800-SEC-0330 for further
information on the public reference rooms. SunTrust and Crestar public filings
are also available to the public from commercial document retrieval services
and at the Internet World Wide Web site maintained by the Commission at
"http:// www.sec.gov." Reports, proxy statements and other information
concerning SunTrust and Crestar also may be inspected at the offices of the
NYSE, 20 Broad Street, New York, New York 10005.

     SunTrust has filed the Registration Statement to register with the
Commission the shares of SunTrust Common Stock to be issued to Crestar
Shareholders in the Merger. This document is a part of the Registration
Statement and constitutes a prospectus of SunTrust, a proxy statement of
SunTrust for the SunTrust Meeting and a proxy statement of Crestar for the
Crestar Meeting.

     As allowed by Commission rules, this document does not contain all the
information that shareholders can find in the Registration Statement or the
exhibits to the Registration Statement.

     The Commission allows SunTrust and Crestar to "incorporate by reference"
information into this document, which means that the companies can disclose
important information to you by referring you to another document filed
separately with the Commission. The information incorporated by reference is
deemed to be a part of this document, except for any information superseded by
information contained directly in this document. This document incorporates by
reference the documents set forth below that SunTrust and Crestar have
previously filed with the Commission. These documents contain important
business information about the companies and their financial condition.


<TABLE>
<S>                                               <C>
  SUNTRUST COMMISSION FILINGS (FILE NO. 1-8918)   PERIOD
  Annual Report on Form 10-K .................... Year ended December 31, 1997
  Quarterly Reports on Form 10-Q ................ Quarters ended June 30, 1998 and March 31, 1998
  Current Reports on Form 8-K ................... Dated August 13, 1998, July 20, 1998, March 10, 1998 and
                                                  January 16, 1998, as amended
  Registration Statement on Form 8-B ............ Dated June 10, 1985, as amended on August 4, 1987, setting forth
                                                  a description of the SunTrust Common Stock (including any amend-
                                                  ments or reports filed for the purpose of updating such description)
  CRESTAR COMMISSION FILINGS (FILE NO. 1-7083)    PERIOD
  Annual Report on Form 10-K .................... Year ended December 31, 1997
  Quarterly Reports on Form 10-Q ................ Quarters ended June 30, 1998 and March 31, 1998
  Current Reports on Form 8-K ................... Dated July 20, 1998, July 9, 1998 and January 27, 1998, as amended
  Registration Statement on Form 8-A ............ Dated June 30, 1993, setting forth a description of the Crestar Com-
                                                  mon Stock (including any amendments or reports filed for the pur-
                                                  pose of updating such information)
</TABLE>

     SunTrust and Crestar incorporate by reference additional documents that
either company may file with the Commission between the date of this document
and the date of the Meetings. These include periodic reports, such as Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K, as well as proxy statements.

     SunTrust has supplied all information contained or incorporated by
reference in this document relating to SunTrust, and Crestar has supplied all
such information relating to Crestar.

     If you are a shareholder of SunTrust or Crestar, SunTrust or Crestar, as
the case may be, may have sent to you some of the documents incorporated by
reference, but you can obtain any of them through SunTrust or Crestar, as the
case may be, or the Commission or the Commission's Internet World Wide Web site
described above. Documents incorporated by reference are available from the
companies without charge, excluding all exhibits unless specifically
incorporated by reference as an exhibit to this document. Shareholders of
SunTrust or Crestar may obtain documents incorporated by reference in this
document by requesting them in writing or by telephone from the appropriate
company at the following addresses:


                                       53
<PAGE>

     SUNTRUST BANKS, INC.
     303 Peachtree Street, N.E.
     Atlanta, Georgia 30308
     Telephone: (404) 588-7165
     Attention: Raymond D. Fortin -- General Counsel

     CRESTAR FINANCIAL CORPORATION
     919 East Main Street
     Richmond, Virginia 23261
     Telephone: (804) 782-7821
     Attention: Eugene S. Putnam, Jr. -- Investor Relations

     IF YOU WOULD LIKE TO REQUEST DOCUMENTS FROM EITHER COMPANY, PLEASE DO SO
AT LEAST FIVE BUSINESS DAYS BEFORE THE DATE OF THE MEETINGS IN ORDER TO RECEIVE
TIMELY DELIVERY OF SUCH DOCUMENTS PRIOR TO THE MEETINGS.

     You should rely only on the information contained or incorporated by
reference in this document to vote your shares at the SunTrust Meeting and/or
the Crestar Meeting. SunTrust and Crestar have not authorized anyone to provide
you with information that is different from what is contained in this document.
This document is dated ___________, 1998. You should not assume that the
information contained in this document is accurate as of any date other than
that date, and neither the mailing of this document to shareholders nor the
issuance of SunTrust Common Stock in the Merger creates any implication to the
contrary.


                                       54
<PAGE>

         UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

     The following Unaudited Pro Forma Combined Condensed Balance Sheet as of
June 30, 1998, combines the historical consolidated balance sheets of SunTrust
and Crestar as if the Merger had been effective on June 30, 1998, after giving
effect to certain adjustments. The Unaudited Pro Forma Combined Condensed
Statements of Income for the six months ended June 30, 1998, and for the years
ended December 31, 1997, 1996 and 1995 present the combined results of
operations of SunTrust and Crestar as if the Merger had been effective at the
beginning of each period.

     The Unaudited Pro Forma Combined Condensed Financial Information and
accompanying notes reflect the application of the pooling of interests method
of accounting for the Merger. Under this method of accounting, the recorded
assets, liabilities, shareholders' equity, income and expenses of SunTrust and
Crestar are combined and reflected at their historical amounts. The pro forma
combined figures shown in the Unaudited Pro Forma Combined Condensed Financial
Information are simply arithmetical combinations of SunTrust's and Crestar's
separate financial results; you should not assume that SunTrust and Crestar
would have achieved the pro forma combined results if they had actually been
combined during the periods presented.

     The combined company expects to achieve substantial merger benefits in the
form of operating cost savings. The pro forma earnings, which do not reflect
any direct costs or potential savings which are expected to result from the
consolidation of the operations of SunTrust and Crestar, are not indicative of
the results of future operations. No assurances can be given with respect to
the ultimate level of expense savings. See "Cautionary Statement Regarding
Forward-Looking Information" and "Risk Factors -- Uncertainties in Integrating
Business Operations and Realizing Enhanced Earnings."


                                       55
<PAGE>

            SUNTRUST BANKS, INC. AND CRESTAR FINANCIAL CORPORATION
                  PRO FORMA COMBINED CONDENSED BALANCE SHEETS
                                  (UNAUDITED)



<TABLE>
<CAPTION>
                                                                               AS OF JUNE 30, 1998
                                                      ----------------------------------------------------------------------
                                                          SUNTRUST          CRESTAR         ADJUSTMENTS         COMBINED
                                                      ---------------- ---------------- ------------------- ----------------
                                                                                  (IN THOUSANDS)
<S>                                                   <C>              <C>              <C>                 <C>
ASSETS
Cash and due from banks .............................   $  3,018,148     $    939,382                         $  3,957,530
Trading account assets ..............................        172,689           13,351                              186,040
Securities Held to Maturity .........................              0          578,813                              578,813
Securities Available for Sale .......................     12,791,021        4,210,810                           17,001,831
Funds sold ..........................................      1,163,721          874,628                            2,038,349
Loans ...............................................     41,647,269       18,127,581                           59,774,850
Reserve for loan losses .............................       (762,582)        (246,017)                          (1,008,599)
                                                        ------------     ------------         --------        ------------
Net Loans ...........................................     40,884,687       17,881,564                           58,766,251
Premises and equipment ..............................        986,501          479,759                            1,466,260
Intangible assets ...................................        438,194          199,447                              637,641
Other assets ........................................      1,938,442          983,419                            2,921,861
                                                        ------------     ------------         --------       ------------
 Total Assets .......................................   $ 61,393,403     $ 26,161,173                         $ 87,554,576
                                                        ============     ============         ========        ============
LIABILITIES
Deposits
Noninterest-bearing deposits ........................   $  9,066,213     $  3,766,030                         $ 12,832,243
Interest-bearing deposits ...........................     27,916,371       14,104,151                           42,020,522
                                                        ------------     ------------                         ------------
Total deposits ......................................     36,982,584       17,870,181                           54,852,765
Funds purchased .....................................      7,992,582        3,257,598                           11,250,180
Other short-term borrowings .........................      2,151,846        1,381,809                            3,533,655
Long-term debt ......................................      4,547,860          947,704                            5,495,564
Other liabilities ...................................      3,806,902          498,281                            4,305,183
                                                        ------------     ------------                         ------------
 Total liabilities ..................................     55,481,774       23,955,573                           79,437,347
                                                        ------------     ------------                         ------------
STOCKHOLDER'S EQUITY
Preferred stock .....................................              0                0                                    0
Common stock ........................................        213,108          561,099         (448,879)(A)         325,328
Addtional paid in capital ...........................        392,598          382,180          448,879 (A)       1,223,657
Retained earnings ...................................      3,012,629        1,255,891                            4,268,520
Treasury stock and other ............................       (326,058)               0                             (326,058)
 Realized shareholders' equity ......................      3,292,277        2,199,170                            5,491,447
Accumulated Other Comprehensive Income ..............      2,619,352            6,430         --------           2,625,782
                                                        ------------     ------------                         ------------
 Total shareholders' equity .........................      5,911,629        2,205,600                            8,117,229
 Total liabilities and shareholders' equity .........   $ 61,393,403     $ 26,161,173                0        $ 87,554,576
                                                        ============     ============         ========        ============
</TABLE>

(A) Adjustment to show the change in par value from $5.00 per share of Crestar
Common Stock before the Merger to $1.00 per share of SunTrust Common Stock
after the Merger.


                                       56
<PAGE>

            SUNTRUST BANKS, INC. AND CRESTAR FINANCIAL CORPORATION
                    PRO FORMA COMBINED STATEMENT OF INCOME
                                  (UNAUDITED)



<TABLE>
<CAPTION>
                                                                      FOR THE SIX MONTHS ENDED JUNE 30, 1998
                                                                ---------------------------------------------------
                                                                    SUNTRUST         CRESTAR           COMBINED
                                                                ---------------   -------------   -----------------
                                                                       (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                                             <C>               <C>             <C>
INTEREST INCOME
Interest and fees on loans ..................................     $ 1,625,088       $ 710,505        $2,335,593
Interest and dividends on investment securities .............         274,670         148,557           423,227
Other interest income .......................................          35,422          12,212            47,634
                                                                  -----------       ---------        ----------
 Total interest income ......................................       1,935,180         871,274         2,806,454
                                                                  -----------       ---------        ----------
INTEREST EXPENSE
Interest on deposits ........................................         568,307         258,791           827,098
Interest on short-term borrowings ...........................         253,516         118,366           371,882
Interest on long-term debt ..................................         127,063          33,723           160,786
                                                                  -----------       ---------        ----------
 Total interest expense .....................................         948,886         410,880         1,359,766
                                                                  -----------       ---------        ----------
NET INTEREST INCOME                                                   986,294         460,394         1,446,688
Provision for loan losses ...................................          62,056          44,907           106,963
                                                                  -----------       ---------        ----------
Net interest income after provision for loan losses .........         924,238         415,487         1,339,725
                                                                  -----------       ---------        ----------
NONINTEREST INCOME
Trust and investment advisory income ........................         235,880          41,069           276,949
Service charges on deposit accounts .........................         124,846          67,927           192,773
Securities gains (losses) ...................................           2,872           5,155             8,027
Other noninterest income ....................................         219,607         111,022           330,629
                                                                  -----------       ---------        ----------
 Total noninterest income ...................................         583,205         225,173           808,378
                                                                  -----------       ---------        ----------
NONINTEREST EXPENSE
Personnel expense ...........................................         549,195         202,978           752,173
Net occupancy expense .......................................          66,027          27,047            93,074
Equipment expense ...........................................          63,395          21,764            85,159
Other noninterest expense ...................................         275,275         120,877           396,152
                                                                  -----------       ---------        ----------
 Total noninterest expense ..................................         953,892         372,666         1,326,558
                                                                  -----------       ---------        ----------
Income before provision for income taxes ....................         553,551         267,994           821,545
Provision for income taxes ..................................         187,688          95,693           283,381
                                                                  -----------       ---------        ----------
 Net Income .................................................     $   365,863       $ 172,301        $  538,164
                                                                  ===========       =========        ==========
PER COMMON SHARE DATA
Earnings -- diluted .........................................     $      1.73       $    1.52        $     1.68 (A)
Earnings -- basic ...........................................            1.76            1.54              1.71 (A)
Average common shares -- diluted ............................         211,186         113,354           320,006 (A)
Average common shares -- basic ..............................         207,886         111,928           315,337 (A)
</TABLE>

(A) Adjusted for the exchange ratio of 0.96.

                                       57
<PAGE>

            SUNTRUST BANKS, INC. AND CRESTAR FINANCIAL CORPORATION
                     PRO FORMA COMBINED STATEMENT OF INCOME
                                  (UNAUDITED)



<TABLE>
<CAPTION>
                                                                        FOR THE YEAR ENDED DECEMBER 31, 1997
                                                                -----------------------------------------------------
                                                                    SUNTRUST          CRESTAR            COMBINED
                                                                ---------------   ---------------   -----------------
                                                                        (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                                             <C>               <C>               <C>
INTEREST INCOME
Interest and fees on loans ..................................     $ 3,036,100       $ 1,280,186        $4,316,286
Interest and dividends on investment securities .............         542,234           273,716           815,950
Other interest income .......................................          72,405            21,682            94,087
                                                                  -----------       -----------        ----------
   Total interest income ....................................       3,650,739         1,575,584         5,226,323
                                                                  -----------       -----------        ----------
INTEREST EXPENSE
Interest on deposits ........................................       1,151,157           478,466         1,629,623
Interest on short-term borrowings ...........................         436,708           158,819           595,527
Interest on long-term debt ..................................         168,508            62,001           230,509
                                                                  -----------       -----------        ----------
 Total interest expense .....................................       1,756,373           699,286         2,455,659
                                                                  -----------       -----------        ----------
NET INTEREST INCOME .........................................       1,894,366           876,298         2,770,664
Provision for loan losses ...................................         117,043           108,097           225,140
                                                                  -----------       -----------        ----------
Net interest income after provision for loan losses .........       1,777,323           768,201         2,545,524
                                                                  -----------       -----------        ----------
NONINTEREST INCOME
Trust and investment advisory income ........................         376,430            74,421           450,851
Service charges on deposit accounts .........................         247,828           126,105           373,933
Securities gains (losses) ...................................           1,523             5,328             6,851
Other noninterest income ....................................         308,457           215,585           524,042
                                                                  -----------       -----------        ----------
 Total noninterest income ...................................         934,238           421,439         1,355,677
                                                                  -----------       -----------        ----------
NONINTEREST EXPENSE
Personnel expense ...........................................         955,603           390,646         1,346,249
Net occupancy expense .......................................         126,802            60,016           186,818
Equipment expense ...........................................         120,675            41,400           162,075
Other noninterest expense ...................................         482,515           222,195           704,710
                                                                  -----------       -----------        ----------
 Total noninterest expense ..................................       1,685,595           714,257         2,399,852
                                                                  -----------       -----------        ----------
Income before provision for income taxes ....................       1,025,966           475,383         1,501,349
Provision for income taxes ..................................         358,713           165,575           524,288
                                                                  -----------       -----------        ----------
 Net income .................................................     $   667,253       $   309,808        $  977,061
                                                                  ===========       ===========        ==========
PER COMMON SHARE DATA
Earnings -- diluted .........................................     $      3.13       $      2.77        $     3.04 (A)
Earnings -- basic ...........................................            3.17              2.80              3.09 (A)
Average common shares -- diluted ............................         213,480           111,929           320,932 (A)
Average common shares -- basic ..............................         210,243           110,618           316,436 (A)
</TABLE>

(A) Adjusted for the exchange ratio of 0.96.

                                       58
<PAGE>

            SUNTRUST BANKS, INC. AND CRESTAR FINANCIAL CORPORATION
                    PRO FORMA COMBINED STATEMENT OF INCOME
                                  (UNAUDITED)



<TABLE>
<CAPTION>
                                                                        FOR THE YEAR ENDED DECEMBER 31, 1996
                                                                -----------------------------------------------------
                                                                    SUNTRUST          CRESTAR            COMBINED
                                                                ---------------   ---------------   -----------------
                                                                        (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                                             <C>               <C>               <C>
INTEREST INCOME
Interest and fees on loans ..................................     $ 2,678,566       $ 1,241,248        $3,919,814
Interest and dividends on investment securities .............         521,891           304,256           826,147
Other interest income .......................................          45,585            17,875            63,460
                                                                  -----------       -----------        ----------
 Total interest income ......................................       3,246,042         1,563,379         4,809,421
                                                                  -----------       -----------        ----------
INTEREST EXPENSE
Interest on deposits ........................................       1,083,035           502,773         1,585,808
Interest on short-term borrowings ...........................         293,766           144,797           438,563
Interest on long-term debt ..................................          85,031            49,499           134,530
                                                                  -----------       -----------        ----------
 Total interest expense .....................................       1,461,832           697,069         2,158,901
                                                                  -----------       -----------        ----------
NET INTEREST EXPENSE ........................................       1,784,210           866,310         2,650,520
Provision for loan losses ...................................         115,916            95,890           211,806
                                                                  -----------       -----------        ----------
Net interest income after provision for loan losses .........       1,668,294           770,420         2,438,714
                                                                  -----------       -----------        ----------
NONINTEREST INCOME
Trust and investment advisory income ........................         314,819            65,939           380,758
Service charges on deposit accounts .........................         232,426           114,249           346,675
Securities gains (losses) ...................................          14,168             3,393            17,561
Other noninterest income ....................................         256,576           149,604           406,180
                                                                  -----------       -----------        ----------
 Total noninterest income ...................................         817,989           333,185         1,151,174
                                                                  -----------       -----------        ----------
NONINTEREST EXPENSE
Personnel expense ...........................................         874,049           397,448         1,271,497
Net occupancy expense .......................................         138,186            64,450           202,636
Equipment expense ...........................................         115,423            38,479           153,902
Other noninterest expense ...................................         455,425           279,969           735,394
                                                                  -----------       -----------        ----------
 Total noninterest expense ..................................       1,583,083           780,346         2,363,429
                                                                  -----------       -----------        ----------
Income before provision for income taxes ....................         903,200           323,259         1,226,459
Provision for income taxes ..................................         286,585           104,988           391,573
                                                                  -----------       -----------        ----------
 Net Income .................................................     $   616,615       $   218,271        $  834,886
                                                                  ===========       ===========        ==========
PER COMMON SHARE DATA
Earnings -- diluted .........................................     $      2.76       $      1.95        $     2.52 (A)
Earnings -- basic ...........................................            2.80              1.97              2.56 (A)
Average common shares -- diluted ............................         223,486           112,037           331,041 (A)
Average common shares -- basic ..............................         220,364           110,560           326,501 (A)
</TABLE>

(A) Adjusted for the exchange ratio of 0.96.

                                       59
<PAGE>

            SUNTRUST BANKS, INC. AND CRESTAR FINANCIAL CORPORATION
                    PRO FORMA COMBINED STATEMENT OF INCOME
                                  (UNAUDITED)



<TABLE>
<CAPTION>
                                                                      FOR THE YEAR ENDED DECEMBER 31, 1995
                                                                -------------------------------------------------
                                                                   SUNTRUST        CRESTAR           COMBINED
                                                                -------------   -------------   -----------------
                                                                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                                             <C>             <C>             <C>
INTEREST INCOME
Interest and fees on loans ..................................    $2,501,536      $1,209,193        $3,710,729
Interest and dividends on investment securities .............       487,036         262,532           749,568
Other interest income .......................................        38,632          20,178            58,810
                                                                 ----------      ----------        ----------
 Total interest income ......................................     3,027,204       1,491,903         4,519,107
                                                                 ----------      ----------        ----------
INTEREST EXPENSE
Interest on deposits ........................................       988,725         493,301         1,482,026
Interest on short-term borrowings ...........................       293,923         133,709           427,632
Interest on long-term debt ..................................        68,114          50,038           118,152
                                                                 ----------      ----------        ----------
 Total interest expense .....................................     1,350,762         677,048         2,027,810
                                                                 ----------      ----------        ----------
NET INTEREST INCOME .........................................     1,676,442         814,855         2,491,297
Provision for loan losses ...................................       112,108          66,265           178,373
                                                                 ----------      ----------        ----------
Net interest income after provision for loan losses .........     1,564,334         748,590         2,312,924
                                                                 ----------      ----------        ----------
NONINTEREST INCOME
Trust and investment advisory income ........................       284,243          59,841           344,084
Service charges on deposit accounts .........................       212,582         109,264           321,846
Securities gains (losses) ...................................        (6,649)         (2,067)           (8,716)
Other noninterest income ....................................       222,894         153,030           375,924
                                                                 ----------      ----------        ----------
 Total noninterest income ...................................       713,070         320,068         1,033,138
                                                                 ----------      ----------        ----------
NONINTEREST EXPENSE
Personnel expense ...........................................       778,990         388,542         1,167,532
Net occupancy expense .......................................       130,124          62,851           192,975
Equipment expense ...........................................       105,122          37,916           143,038
Other noninterest expense ...................................       437,243         228,890           666,133
                                                                 ----------      ----------        ----------
 Total noninterest expense ..................................     1,451,479         718,199         2,169,678
                                                                 ----------      ----------        ----------
Income before provision for income taxes ....................       825,925         350,459         1,176,384
Provision for income taxes ..................................       260,449         134,572           395,021
                                                                 ----------      ----------        ----------
 Net Income .................................................    $  565,476      $  215,887        $  781,363
                                                                 ==========      ==========        ==========
PER COMMON SHARE DATA
Earnings -- diluted .........................................    $     2.47      $     1.92        $     2.32 (A)
Earnings -- basic ...........................................          2.49            1.95             2.34  (A)
Average common shares -- diluted ............................       229,544         112,432           337,479 (A)
Average common shares -- basic ..............................       226,665         110,986           333,212 (A)
</TABLE>

(A) Adjusted for the exchange ratio of 0.96.

                                       60
<PAGE>

          NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

   (1) The Unaudited Pro Forma Condensed Combined Financial Information
     presented herein is not necessarily indicative of the results of
     operations or the combined financial position that would have resulted had
     the merger been consummated at the beginning of the earliest period
     presented, nor is it necessarily indicative of the results of operations
     in future periods or the future financial position of the combined
     entities. The Unaudited Pro Forma Condensed Combined Financial Information
     should be read together with the historical consolidated financial
     statements and the related notes thereto of each of SunTrust and Crestar
     incorporated by reference herein.

   (2) It is assumed that the Merger will be accounted for on a
     pooling-of-interests accounting basis, and accordingly, the related pro
     forma amounts are included using the Exchange Ratio of 0.96 shares of
     SunTrust Common Stock for each share of Crestar Common Stock.

   (3) Earnings per share data has been computed based on the combined
     historical net income applicable to SunTrust Shareholders and Crestar
     Shareholders using the historical weighted average shares outstanding of
     SunTrust Common Stock and the weighted average outstanding shares of
     Crestar Common Stock, adjusted to equivalent shares of SunTrust Common
     Stock, as of the earliest period presented.

   (4) Certain insignificant reclassifications have been included to ensure
     consistent presentation.

   (5) The Unaudited Pro Forma Condensed Combined Financial Information does
     not include any material expenses related to the Merger. SunTrust
     currently estimates pre-tax Merger-related charges of approximately $200
     million will be recorded in the fourth quarter of 1998. Crestar is
     expected to record $50 million in pre-tax Merger-related charges in 1998
     to align certain accounting and reserve methods.

   (6) SunTrust expects to realize significant revenue enhancements and cost
     savings from the Merger, primarily through the realization of certain
     operating efficiencies and reductions in fixed, labor and other costs. The
     Unaudited Pro Forma Condensed Combined Financial Information, which does
     not reflect any revenue enhancements, direct costs or potential savings,
     is therefore not indicative of the results of future operations. There can
     be no assurance that anticipated revenue enhancements or cost savings will
     be achieved in the expected amounts or at the times anticipated.


                                       61
<PAGE>

                                                                        ANNEX A










                             AMENDED AND RESTATED


                         AGREEMENT AND PLAN OF MERGER





                                 BY AND AMONG





                             SUNTRUST BANKS, INC.




                         CRESTAR FINANCIAL CORPORATION





                                      AND




                             SMR CORPORATION (VA.)







                           DATED AS OF JULY 20, 1998
 


                                      A-1
<PAGE>

                               TABLE OF CONTENTS



<TABLE>
<CAPTION>
                                                                             PAGE
                                                                            -----
<S>                                                                         <C>
ARTICLE I THE MERGER ....................................................    A-5
   1.1 Merger ...........................................................    A-5
   1.2 Effective Time ...................................................    A-5
   1.3 Effect of Merger .................................................    A-5
   1.4 Articles of Incorporation and Bylaws .............................    A-6
   1.5 Directors and Officers ...........................................    A-6
   1.6 Additional Actions ...............................................    A-6
   1.7 Tax Consequences; Accounting Treatment ...........................    A-6
ARTICLE II CONVERSION OF SHARES .........................................    A-6
   2.1 Conversion of Shares .............................................    A-6
   2.2 Assumption of Employee and Director Stock Options ................    A-7
   2.3 Exchange of Certificates .........................................    A-7
   2.4 Closing of Crestar's Transfer Books ..............................    A-9
   2.5 Changes in SunTrust Common Stock .................................    A-9
ARTICLE III REPRESENTATIONS AND WARRANTIES OF SUNTRUST ..................    A-9
   3.1 Corporate Organization ...........................................    A-9
   3.2 Authority ........................................................    A-9
   3.3 Capitalization ...................................................    A-9
   3.4 Subsidiaries .....................................................   A-10
   3.5 Information in Disclosure Documents, Registration Statement, Etc.    A-10
   3.6 Consents and Approvals; No Violation .............................   A-10
   3.7 Reports ..........................................................   A-11
   3.8 Financial Statements .............................................   A-11
   3.9 Taxes ............................................................   A-11
   3.10 Employee Plans ..................................................   A-11
   3.11 Material Contracts ..............................................   A-12
   3.12 Absence of Certain Changes or Events ............................   A-12
   3.13 Litigation ......................................................   A-13
   3.14 Compliance with Laws and Orders .................................   A-13
   3.15 Agreements with Bank Regulators, Etc. ...........................   A-13
   3.16 SunTrust Ownership of Stock .....................................   A-13
   3.17 Accounting Treatment; Tax Treatment .............................   A-13
   3.18 Fees ............................................................   A-13
   3.19 SunTrust Action .................................................   A-13
   3.20 Vote Required ...................................................   A-14
   3.21 Material Interests of Certain Persons ...........................   A-14
   3.22 Intellectual Property ...........................................   A-14
   3.23 Interest Rate Risk Management Instruments .......................   A-14
   3.24 Insurance .......................................................   A-14
   3.25 Environmental Matters ...........................................   A-14
   3.26 Rescission of Repurchases .......................................   A-15
   3.27 Disclosure Letter ...............................................   A-15
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF CRESTAR ....................   A-16
   4.1 Corporate Organization ...........................................   A-16
   4.2 Authority ........................................................   A-16
   4.3 Capitalization ...................................................   A-16
   4.4 Subsidiaries .....................................................   A-16
   4.5 Information in Disclosure Documents, Registration Statement, Etc.    A-17
   4.6 Consents and Approvals; No Violation .............................   A-17
   4.7 Reports ..........................................................   A-17
   4.8 Financial Statements .............................................   A-17
   4.9 Taxes ............................................................   A-18
</TABLE>

                                      A-2
<PAGE>


<TABLE>
<CAPTION>
                                                                                              PAGE
                                                                                             -----
<S>                                                                                          <C>
   4.10 Employee Plans ...................................................................   A-18
   4.11 Material Contracts ...............................................................   A-19
   4.12 Absence of Certain Changes or Events .............................................   A-19
   4.13 Litigation .......................................................................   A-19
   4.14 Compliance with Laws and Orders ..................................................   A-20
   4.15 Agreements with Bank Regulators, Etc. ............................................   A-20
   4.16 Crestar Ownership of Stock .......................................................   A-20
   4.17 Accounting Treatment; Tax Treatment ..............................................   A-20
   4.18 Fees .............................................................................   A-20
   4.19 Crestar Action ...................................................................   A-20
   4.20 Vote Required ....................................................................   A-20
   4.21 Material Interests of Certain Persons ............................................   A-20
   4.22 Intellectual Property ............................................................   A-21
   4.23 Interest Rate Risk Management Instruments ........................................   A-21
   4.24 Insurance ........................................................................   A-21
   4.25 Environmental Matters ............................................................   A-21
   4.26 Rescission of Repurchases ........................................................   A-22
   4.27 Disclosure Letter ................................................................   A-22
ARTICLE V COVENANTS ......................................................................   A-22
   5.1 Acquisition Proposals .............................................................   A-22
   5.2 Interim Operations of Crestar .....................................................   A-22
   5.3 Interim Operations of SunTrust ....................................................   A-24
   5.4 Coordination of Dividends .........................................................   A-24
   5.5 Employee Matters ..................................................................   A-24
   5.6 Access and Information ............................................................   A-25
   5.7 Certain Filings, Consents and Arrangements ........................................   A-25
   5.8 State Takeover Statutes ...........................................................   A-25
   5.9 Indemnification and Insurance .....................................................   A-26
   5.10 Additional Agreements ............................................................   A-26
   5.11 Publicity ........................................................................   A-26
   5.12 Preparation of the Registration Statement and the Proxy Statement; Shareholders'     
  Meetings................................................................................   A-27
   5.13 Securities Act; Pooling-of-Interests .............................................   A-27
   5.14 Stock Exchange Listings ..........................................................   A-28
   5.15 Shareholder Litigation ...........................................................   A-28
   5.16 Pooling-of-Interests and Tax-free Reorganization Treatment .......................   A-28
   5.17 Letters of Accountants ...........................................................   A-28
   5.18 Expenses .........................................................................   A-28
   5.19 Adverse Action ...................................................................   A-28
   5.20 Standstill Agreements; Confidentiality Agreements ................................   A-28
   5.21 Issuance of Treasury Shares ......................................................   A-28
   5.22 Redemption of Securities. ........................................................   A-29
ARTICLE VI CLOSING MATTERS ...............................................................   A-29
   6.1 The Closing .......................................................................   A-29
   6.2 Documents and Certificates ........................................................   A-29
ARTICLE VII CONDITIONS ...................................................................   A-29
   7.1 Conditions to Each Party's Obligations to Effect the Merger .......................   A-29
   7.2 Conditions to Obligation of Crestar to Effect the Merger ..........................   A-30
   7.3 Conditions to Obligation of SunTrust to Effect the Merger .........................   A-30
ARTICLE VIII MISCELLANEOUS ...............................................................   A-30
   8.1 Termination .......................................................................   A-30
   8.2 Expense Reimbursement. ............................................................   A-31
   8.3 Non-Survival of Representations, Warranties and Agreements ........................   A-32
   8.4 Waiver and Amendment ..............................................................   A-32
</TABLE>

                                      A-3
<PAGE>


<TABLE>
<CAPTION>
                                                     PAGE
                                                    -----
<S>                                                 <C>
   8.5 Entire Agreement .........................   A-32
   8.6 Applicable Law ...........................   A-32
   8.7 Certain Definitions; Headlines ...........   A-32
   8.8 Notices ..................................   A-33
   8.9 Counterparts .............................   A-34
   8.10 Parties in Interest; Assignment .........   A-34
   8.11 Severability ............................   A-34
</TABLE>

 

                                      A-4
<PAGE>

                             AMENDED AND RESTATED
                         AGREEMENT AND PLAN OF MERGER

     THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of July
20, 1998 ("Agreement"), is made by and among SUNTRUST BANKS, INC., a Georgia
corporation ("SunTrust"), CRESTAR FINANCIAL CORPORATION, a Virginia corporation
("Crestar") and SMR CORPORATION (VA.), a Virginia corporation and a wholly
owned subsidiary of SunTrust ("Sub").

     WHEREAS, SunTrust and Crestar have each determined that it is in the best
interests of their respective shareholders for Sub to merge with and into
Crestar upon the terms and subject to the conditions set forth in this
Agreement (the "Merger"), so that Crestar will continue as the surviving
corporation of the Merger and will become a wholly owned subsidiary of
SunTrust;

     WHEREAS, the respective Boards of Directors of SunTrust, Crestar and Sub
have approved and declared advisable the Merger, the terms and provisions of
this Agreement, the Crestar Option Agreement (as defined below) and the
SunTrust Option Agreement (as defined below) and the transactions contemplated
hereby and thereby;

     WHEREAS, the respective Boards of Directors of SunTrust and Crestar have
determined that the Merger is in furtherance of and consistent with their
respective long-term business strategies and is fair to and in the best
interests of their respective shareholders;

     WHEREAS, for Federal income tax purposes, it is intended that the Merger
shall qualify as a reorganization under the provisions of Section 368 of the
Internal Revenue Code of 1986, as amended (the "Code"), and this Agreement is
intended to be and is adopted as a plan of reorganization for purposes of
Section 368 of the Code;

     WHEREAS, for accounting purposes, it is intended that the Merger shall be
accounted for as a "pooling-of-interests";

     WHEREAS, as a condition to, and contemporaneously with, the execution of
this Agreement, the parties have entered into a stock option agreement, with
Crestar as issuer and SunTrust as grantee (the "Crestar Option Agreement") in
the form attached hereto as EXHIBIT A; and

     WHEREAS, as a condition to, and contemporaneously with, the execution of
this Agreement, the parties have entered into a stock option agreement, with
SunTrust as issuer and Crestar as grantee (the "SunTrust Option Agreement") in
the form attached hereto as EXHIBIT B.

     NOW, THEREFORE, in consideration of the foregoing premises and the
representations, warranties, covenants and agreements contained herein, the
parties hereto hereby agree as follows:


                                   ARTICLE I
                                   THE MERGER

     1.1 MERGER. Subject to the terms and conditions of this Agreement, at the
Effective Time (as defined in Section 1.2), Sub will be merged with and into
Crestar (the "Merger") in accordance with the applicable provisions of the
Virginia Stock Corporation Act ("VSCA") and the separate corporate existence of
Sub will thereupon cease.

     SunTrust may at any time in its discretion change the method of effecting
the combination of Sub with Crestar (including, without limitation, the
provisions of this Article I) if and to the extent it deems such change to be
desirable, including, without limitation, to provide for a merger of Crestar
with or into SunTrust; PROVIDED, HOWEVER, that no such change shall (A) alter
or change the amount or kind of consideration to be issued to holders of shares
of common stock, par value $5.00 per share, of Crestar ("Crestar Common Stock")
as provided for in this Agreement, (B) adversely affect the tax treatment of
Crestar or Crestar's shareholders as a result of the Merger or (C) materially
impede or delay consummation of the transactions contemplated by this
Agreement.

     1.2 EFFECTIVE TIME. As soon as practicable after satisfaction or waiver of
all conditions to the Merger, Sub and Crestar (the "Constituent Corporations")
shall cause articles of merger complying with the requirements of the VSCA to
be filed with the State Corporation Commission of the Commonwealth of Virginia
("Virginia Articles of Merger"). The Merger will become effective upon the
filing of the Virginia Articles of Merger, or such later time as shall be
specified in such filing ("Effective Time").

     1.3 EFFECT OF MERGER. The Merger will have the effects specified in the
VSCA. Without limiting the generality of the foregoing, Crestar will be the
surviving corporation in the Merger (sometimes hereinafter referred to as the
"Surviving Corporation")


                                      A-5
<PAGE>

and will continue to be governed by the laws of the State of Virginia, and the
separate corporate existence of Crestar and all of its rights, privileges,
powers and franchises, public as well as private, and all its debts,
liabilities and duties as a corporation organized under the VSCA, will continue
unaffected by the Merger.

     1.4 ARTICLES OF INCORPORATION AND BYLAWS. The Articles of Incorporation
and Bylaws of Crestar in effect immediately prior to the Effective Time shall
be the Articles of Incorporation and Bylaws of the Surviving Corporation, until
amended in accordance with applicable law.

   1.5 DIRECTORS AND OFFICERS.

     (a) The directors and officers of Crestar immediately prior to the
Effective Time will be the directors and officers, respectively, of the
Surviving Corporation, from and after the Effective Time, until their
successors have been duly elected or appointed and qualified or until their
earlier death, resignation or removal in accordance with the terms of the
Surviving Corporation's Articles of Incorporation and Bylaws and the VSCA.

     (b) As of the Effective Time, in accordance with the Bylaws of SunTrust,
the Board of Directors of SunTrust shall increase its size to such number as is
necessary to create three vacancies and shall elect three non-employee Crestar
directors to fill such vacancies (the "Crestar Directors"). The identity of the
non-employee Crestar Directors shall be mutually agreed upon by Crestar and
SunTrust prior to the Effective Time. Each non-employee Crestar Director so
agreed upon shall be placed in a separate class on SunTrust's Board of
Directors. In addition to the Crestar Directors, the Board of Directors of
SunTrust shall increase its size to such number as is necessary to create a
vacancy in order to elect Richard G. Tilghman to the Board of Directors of
SunTrust.

     1.6 ADDITIONAL ACTIONS. If, at any time after the Effective Time, the
Surviving Corporation shall consider or be advised that any further deeds,
assignments or assurances in law or any other acts are necessary or desirable
to (i) vest, perfect or confirm, of record or otherwise, in the Surviving
Corporation its right, title or interest in, to or under any of the rights,
properties or assets of Crestar, or (ii) otherwise carry out the purposes of
this Agreement, Crestar and its officers and directors shall be deemed to have
granted to the Surviving Corporation an irrevocable power of attorney to
execute and deliver all such deeds, assignments or assurances in law or any
other acts as are necessary or desirable to (i) vest, perfect or confirm, of
record or otherwise, in the Surviving Corporation its right, title or interest
in, to or under any of the rights, properties or assets of Crestar or (ii)
otherwise carry out the purposes of this Agreement, Crestar and its officers
and directors shall be deemed to have granted to the Surviving Corporation an
irrevocable power of attorney to execute and deliver all such deeds,
assignments or assurances in law and to all acts necessary or proper to vest,
perfect or confirm title to and possession of such rights, properties or assets
in the Surviving Corporation and otherwise to carry out the purposes of this
Agreement, and the officers and directors of the Surviving Corporation are
authorized in the name of Crestar or otherwise to take any and all such action.
 

     1.7 TAX CONSEQUENCES; ACCOUNTING TREATMENT. It is intended that the Merger
shall (i) constitute a reorganization within the meaning of Section 368(a) of
the Code and that this Agreement shall constitute a "plan of reorganization"
for the purposes of Section 368 of the Code, and (ii) be accounted for as a
"pooling of interests" under generally accepted accounting principles.


                                   ARTICLE II
                             CONVERSION OF SHARES

   2.1 CONVERSION OF SHARES. Subject to Section 2.3, at the Effective Time:

     (a) each share of Crestar Common Stock issued and outstanding immediately
prior to the Effective Time, including each attached right issued pursuant to
the Rights Agreement between Crestar and Mellon Bank, NA, as Rights Agent,
dated as of June 23, 1989 (the "Crestar Rights Agreement"), other than shares
of Crestar Common Stock owned by SunTrust or any direct or indirect
wholly-owned subsidiary of SunTrust (except for any such shares of Crestar
Common Stock held in trust accounts, managed accounts or in any similar manner
as trustee or in a fiduciary capacity ("Trust Account Shares") or shares held
in respect of a debt previously contracted ("DPC Shares")), will be canceled,
retired and converted into 0.96 (the "Conversion Ratio") shares of common
stock, par value $1.00 per share, of SunTrust ("SunTrust Common Stock"). The
number of shares of SunTrust Common Stock that each share of Crestar Common
Stock will be converted into is sometimes referred to herein as the "Merger
Consideration";

     (b) each then-outstanding share of Crestar Common Stock owned by SunTrust
or any direct or indirect wholly-owned subsidiary of SunTrust (except for any
shares that are Trust Account Shares or DPC Shares) will be canceled and
retired; and


                                      A-6
<PAGE>

     (c) each share of capital stock of Sub that is issued and outstanding
immediately prior to the Effective Time shall be converted into and become one
fully paid and nonassessable share of common stock, par value $5.00 per share,
of the Surviving Corporation.

   2.2 ASSUMPTION OF EMPLOYEE AND DIRECTOR STOCK OPTIONS.

     (a) At the Effective Time, by virtue of the Merger and without any action
on the part of any holder of an option, each option granted by Crestar to
purchase shares of Crestar Common Stock (any such option to purchase shares of
Crestar Common Stock being referred to herein as a "Crestar Option") that is
outstanding and unexercised, whether vested or unvested, immediately prior
thereto (excluding any such option the holder of which is then entitled to
receive cash or stock in satisfaction thereof under the terms of such option)
shall be assumed by SunTrust and converted into an option (each, a "New
Option") to purchase such number of shares of SunTrust Common Stock at an
exercise price determined as provided below (and otherwise having the same
duration and other terms as the original Crestar Option pursuant to the Crestar
1993 Stock Incentive Plan, the Crestar 1981 Stock Option Plan, the
Crestar/Loyola Stock Option Plan (for former Loyola Bancorp directors and
officers), the Crestar/Citizens Stock Option Plan (including prior 1988 and
1986 Citizens Stock Option Plan for former officer and directors), and the
Crestar/American National Stock Option Plan (including three prior American
National stock option plans for employees and outside directors) (the "Crestar
Option Plans")):

      (i) the number of shares of SunTrust Common Stock to be subject to the
   New Option shall be equal to (x) the number of shares of Crestar Common
   Stock purchasable upon exercise of the original Crestar Option, multiplied
   by (y) the Conversion Ratio (rounded to the nearest whole share); and

      (ii) the exercise price per share of SunTrust Common Stock under the New
   Option shall be equal to (x) the exercise price per share of Crestar Common
   Stock under the original Crestar Option, divided by (y) the Conversion
   Ratio (rounded to the nearest whole cent).

     With respect to any Crestar Options that are "incentive stock options" (as
defined in Section 422 of the Code) or which are described in Section 423 of
the Code, the foregoing assumption and conversion shall be effected in a manner
consistent with the requirements of Section 424(a) of the Code.

     (b) At the Effective Time, by virtue of the Merger and without any action
on the part of any holder of a Performance Share awarded by Crestar pursuant to
that certain Performance Award Agreement dated October 27, 1995 between Crestar
and Richard G. Tilghman (the "Performance Share Award") that is outstanding
immediately prior to the Effective Time, the Performance Shares underlying such
Performance Share Award shall be converted into Performance Shares of SunTrust
("New Performance Shares") on the same terms as are in effect on the date
hereof, adjusted such that the number of shares of SunTrust Common Stock to be
subject to the New Performance Share Award shall be equal to (x) the number of
shares of Crestar Common Stock subject to such Performance Share Award,
multiplied by (y) the Conversion Ratio (rounded to the nearest whole share).

     (c) On or before the Effective Time, SunTrust shall file a registration
statement with the Securities and Exchange Commission (the "Commission")
registering a number of shares of SunTrust Common Stock necessary to fulfill
SunTrust's obligations under this Section 2.2. Such registration statement
shall be kept effective (and the current status of the prospectus required
thereby shall be maintained) for at least as long as New Options, remain
outstanding. Prior to the Effective Time, SunTrust shall reserve for issuance
the number of shares of SunTrust Common Stock necessary to satisfy SunTrust's
obligations under this Section 2.2.

   2.3 EXCHANGE OF CERTIFICATES.

     (a) Prior to the Effective Time, SunTrust shall designate SunTrust Bank,
Atlanta, to act as exchange agent (the "Exchange Agent") in connection with the
Merger pursuant to an exchange agent agreement providing for, among other
things, the matters set forth in this Section 2.3. At or prior to the Effective
Time, SunTrust shall deposit, or shall cause to be deposited, with the Exchange
Agent, for the benefit of the holders of Certificates, for exchange in
accordance with this Article II, certificates representing the shares of
SunTrust Common Stock, and the cash in lieu of fractional shares (such cash and
certificates for shares of SunTrust Common Stock, together with any dividends
or distributions with respect thereto, being hereinafter referred to as the
"Exchange Fund") to be issued in exchange for outstanding shares of Crestar
Common Stock in accordance with the terms of this Article II. Except as set
forth herein, from and after the Effective Time each holder of a certificate
that immediately prior to the Effective Time represented outstanding shares of
Crestar Common Stock ("Certificate") shall be entitled to receive in exchange
therefor, upon surrender thereof to the Exchange Agent, the Merger
Consideration for each share of Crestar Common Stock so represented by the
Certificate surrendered by such holder thereof. The certificates


                                      A-7
<PAGE>

representing shares of SunTrust Common Stock which constitute the Merger
Consideration shall be properly issued and countersigned and executed and
authenticated, as appropriate.

     (b) Promptly after the Effective Time, SunTrust shall cause the Exchange
Agent to mail to each record holder of a Certificate a notice and letter of
transmittal (which shall specify that delivery shall be effected, and risk of
loss and title to the Certificate shall pass, only upon proper delivery of the
Certificate to the Exchange Agent) advising such holder of the effectiveness of
the Merger and the procedures to be used in effecting the surrender of the
Certificate in exchange for Merger Consideration. Crestar shall have the right
to review both the letter of transmittal and the instructions prior to the
Effective Time and provide reasonable comments thereon. Upon surrender to the
Exchange Agent of a Certificate, together with such letter of transmittal duly
executed and completed in accordance with the instructions thereon, and such
other documents as may reasonably be requested, the Exchange Agent shall
promptly deliver to the person entitled thereto (x) a certificate representing
that number of whole shares of SunTrust Common Stock to which such holder of
Crestar Common Stock shall have become entitled pursuant to the provisions of
this Article II and (y) a check representing the amount of cash in lieu of
fractional shares, if any, which such holder has the right to receive in
respect of the Certificate surrendered by such holder thereof, and such
Certificate shall forthwith be canceled.

     (c) If delivery of all or part of the Merger Consideration is to be made
to a person other than the person in whose name a surrendered Certificate is
registered, it shall be a condition to such delivery or exchange that the
Certificate surrendered shall be properly endorsed or shall be otherwise in
proper form for transfer and that the person requesting such delivery or
exchange shall have paid any transfer and other taxes required by reason of
such delivery or exchange in a name other than that of the registered holder of
the Certificate surrendered or shall have established to the reasonable
satisfaction of the Exchange Agent that such tax either has been paid or is not
payable.

     (d) Subject to Section 2.3(e), until surrendered and exchanged in
accordance with this Section 2.3, each Certificate shall, after the Effective
Time, represent solely the right to receive the Merger Consideration,
multiplied by the number of shares of Crestar Common Stock evidenced by such
Certificate, together with any dividends or other distributions as provided in
Sections 2.3(e) and 2.3(f), and shall have no other rights. From and after the
Effective Time, SunTrust and Surviving Corporation shall be entitled to treat
such Certificates that have not yet been surrendered for exchange as evidencing
the ownership of the aggregate Merger Consideration into which the shares of
Crestar Common Stock represented by such Certificates may be converted,
notwithstanding any failure to surrender such Certificates. One hundred eighty
(180) days following the Effective Time, the Exchange Agent shall deliver to
the Surviving Corporation any shares of SunTrust Common Stock and funds
(including any interest received with respect thereto) which SunTrust has made
available to the Exchange Agent and which have not been disbursed to holders of
Certificates, and thereafter such holders shall be entitled to look to SunTrust
(subject to abandoned property, escheat or other similar laws) with respect to
the shares of SunTrust Common Stock, cash in lieu of fractional shares and
unpaid dividends and distributions thereon deliverable or payable upon due
surrender of their Certificates. Neither Exchange Agent nor any party hereto
shall be liable to any holder of shares of Crestar Common Stock for any Merger
Consideration (or dividends, distributions or interest with respect thereto)
delivered to a public official pursuant to any applicable abandoned property,
escheat or similar law.

     (e) Whenever a dividend or other distribution is declared by SunTrust on
the SunTrust Common Stock, the record date for which is at or after the
Effective Time, the declaration shall include dividends or other distributions
on all shares issuable pursuant to this Agreement, provided that no dividends
or other distributions declared or made with respect to SunTrust Common Stock
shall be paid to the holder of any unsurrendered Certificate with respect to
the share of SunTrust Common Stock represented thereby until the holder of such
Certificate shall surrender such Certificate in accordance with this Article
II. The Surviving Corporation shall pay any dividends or make any other
distributions with a record date prior to the Effective Time which may have
been declared or made by Crestar on Crestar Common Stock in accordance with the
terms of this Agreement on or prior to the Effective Time and which remain
unpaid at the Effective Time.

     (f) If any Certificate shall have been lost, stolen or destroyed, the
Exchange Agent shall deliver in exchange for such lost, stolen or destroyed
certificate, upon the making of an affidavit of that fact by the holder thereof
in form satisfactory to the Exchange Agent, the Merger Consideration, as may be
required pursuant to this Agreement; provided, however, that the Exchange Agent
may, in its sole discretion and as a condition precedent to the delivery of the
Merger Consideration to which the holder of such certificate is entitled as a
result of the Merger, require the owner of such lost, stolen or destroyed
certificate to deliver a bond in such sum as it may direct as indemnity against
any claim that may be made against Crestar, SunTrust or the Exchange Agent or
any other party with respect to the certificate alleged to have been lost,
stolen or destroyed.

     (g) Holders of unsurrendered Certificates will not be entitled to vote at
any meeting of SunTrust shareholders.

                                      A-8
<PAGE>

     (h) Notwithstanding anything to the contrary contained herein, no
certificates or scrip representing fractional shares of SunTrust Common Stock
shall be issued upon the surrender for exchange of a Certificate or
Certificates. No dividends or distributions of SunTrust shall be payable on or
with respect to any fractional share and any such fractional share interest
will not entitle the owner thereof to vote or to any rights of shareholders of
SunTrust. In lieu of any such fractional shares, holders of Certificates
otherwise entitled to fractional shares shall be entitled to receive promptly
from the Exchange Agent a cash payment in an amount equal to the fraction of
such share of SunTrust Common Stock to which such holder would otherwise be
entitled multiplied by the Market Price (as defined in Section 8.7).

     2.4 CLOSING OF CRESTAR'S TRANSFER BOOKS. Immediately after the Effective
Time, the stock transfer books of Crestar shall be closed. In the event of a
transfer of ownership of Crestar Common Stock which is not registered in the
transfer records of Crestar, the Merger Consideration to be distributed
pursuant to this Agreement may be delivered to a transferee, if a Certificate
is presented to the Exchange Agent, accompanied by all documents required to
evidence and effect such transfer and by payment of any applicable stock
transfer taxes. SunTrust and the Exchange Agent shall be entitled to rely upon
the stock transfer books of Crestar to establish the identity of those persons
entitled to receive the Merger Consideration specified in this Agreement for
their shares of Crestar Common Stock, which books shall be conclusive with
respect to the ownership of such shares. In the event of a dispute with respect
to the ownership of any such shares, the Surviving Corporation and the Exchange
Agent shall be entitled to deposit any Merger Consideration represented thereby
in escrow with an independent party and thereafter be relieved with respect to
any claims to such Merger Consideration.

     2.5 CHANGES IN SUNTRUST COMMON STOCK. If between the date of this
Agreement and the Effective Time, the shares of SunTrust Common Stock shall be
changed into a different number of shares by reason of any reclassification,
recapitalization, split-up, combination or exchange of shares, or if a stock
dividend thereon shall be declared with a record date within said period, the
Merger Consideration shall be adjusted accordingly.


                                  ARTICLE III
                   REPRESENTATIONS AND WARRANTIES OF SUNTRUST

     SunTrust hereby represents and warrants to Crestar that:

     3.1 CORPORATE ORGANIZATION. Each of SunTrust and Sub is a corporation duly
organized, validly existing and in good standing under the laws of its
jurisdiction of incorporation and is duly qualified to do business as a foreign
corporation in each jurisdiction in which its ownership or lease of property or
the nature of the business conducted by it makes such qualification necessary,
except for such jurisdictions in which the failure to be so qualified would not
have a Material Adverse Effect. SunTrust is registered as a bank holding
Crestar under the Bank Holding Crestar Act of 1956, as amended (the "BHCA").
SunTrust has the requisite corporate power and authority to own, lease and
operate its properties and assets and to carry on its business as it is now
being conducted. SunTrust has heretofore made available to Crestar true and
complete copies of its articles of incorporation and bylaws.

     3.2 AUTHORITY. Each of SunTrust and Sub has the requisite corporate power
and authority to execute and deliver this Agreement and, except for any
required approval of SunTrust's shareholders, to consummate the transactions
contemplated by this Agreement. The execution and delivery of this Agreement
and the consummation of the transactions contemplated herein have been duly
approved by the Board of Directors of SunTrust and Sub and no other corporate
proceedings on the part of SunTrust or Sub are necessary to authorize this
Agreement or to consummate the transactions so contemplated, subject only to
approval by the shareholders of SunTrust as described in Section 5.12(b) of
this Agreement. This Agreement has been duly executed and delivered by, and
constitutes the valid and binding obligation of, each of SunTrust and Sub
enforceable against each of them in accordance with its terms, except as
enforceability thereof may be limited by applicable bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and other similar laws
affecting the enforcement of creditors' rights generally and except that the
availability of the equitable remedy of specific performance or injunctive
relief is subject to the discretion of the court before which any proceedings
may be brought.

     3.3 CAPITALIZATION. As of the date hereof, the authorized capital stock of
SunTrust consists of 500,000,000 shares of SunTrust Common Stock and 50,000,000
shares of SunTrust preferred stock. As of the close of business on July 17,
1998, (i) 213,108,057 shares of SunTrust Common Stock were duly authorized,
validly issued and outstanding, fully paid and nonassessable, (ii) no shares of
preferred stock were issued and outstanding and (iii) 4,247,953 shares of
SunTrust Common Stock were held in SunTrust's treasury. As of the date hereof,
except as set forth in this Section 3.3, pursuant to the exercise of employee
stock options under SunTrust's various stock option plans in effect, pursuant
to the SunTrust Option Agreement, pursuant to SunTrust's dividend reinvestment
plan and pursuant to stock grants made pursuant to SunTrust's various stock
plans, there are no other shares of capital stock of SunTrust authorized,
issued or outstanding and there are no outstanding


                                      A-9
<PAGE>

subscriptions, options, warrants, rights, convertible securities or any other
agreements or commitments of any character relating to the issued or unissued
capital stock or other securities of SunTrust obligating SunTrust to issue,
deliver or sell, or cause to be issued, delivered or sold, additional shares of
capital stock of SunTrust or obligating SunTrust to grant, extend or enter into
any subscription, option, warrant, right, convertible security or other similar
agreement or commitment. As of the date hereof, except as provided in this
Agreement, there are no voting trusts or other agreements or understandings to
which SunTrust or any SunTrust subsidiary is a party with respect to the voting
of the capital stock of SunTrust. All of the shares of SunTrust Common Stock
issuable in exchange for Crestar Common Stock at the Effective Time in
accordance with this Agreement and all of the shares of SunTrust Common Stock
issuable upon exercise of New Options will be, when so issued, duly authorized,
validly issued, fully paid and nonassessable and will not be subject to
preemptive rights.

     3.4 SUBSIDIARIES. The name and state of incorporation of each significant
subsidiary (as defined in Section 8.7) of SunTrust (collectively, the
"Significant Subsidiaries") is set forth in the SunTrust SEC Reports (as
defined in Section 3.7). Each of the Significant Subsidiaries is a bank or a
corporation duly organized, validly existing and in good standing under the
laws of its respective jurisdiction of incorporation or organization and is
duly qualified to do business as a foreign corporation in each jurisdiction in
which its ownership or lease of property or the nature of the business
conducted by it makes such qualification necessary, except for such
jurisdictions in which the failure to be so qualified would not have a Material
Adverse Effect. Each of the Significant Subsidiaries has the requisite
corporate power and authority to own, lease and operate its properties and
assets and to carry on its businesses as they are now being conducted. All
outstanding shares of capital stock of each of the Significant Subsidiaries are
owned by SunTrust or another of SunTrust's subsidiaries and are validly issued,
fully paid and (except pursuant to 12 USC Section 55 in the case of each
national bank subsidiary and applicable state law in the case of each state
bank subsidiary) nonassessable, are not subject to preemptive rights and are
owned free and clear of all liens, claims and encumbrances. There are no
outstanding subscriptions, options, warrants, rights, convertible securities or
any other agreements or commitments of any character relating to the issued or
unissued capital stock or other securities of any Significant Subsidiary
obligating any of the Significant Subsidiaries to issue, deliver or sell, or
cause to be issued, delivered or sold additional shares of its capital stock or
obligating any of the Significant Subsidiaries to grant, extend or enter into
any subscription, option, warrant, right, convertible security or other similar
agreement or commitment.

     3.5 INFORMATION IN DISCLOSURE DOCUMENTS, REGISTRATION STATEMENT, ETC. None
of the information with respect to SunTrust or any of SunTrust's subsidiaries
provided by SunTrust for inclusion in (i) the Registration Statement to be
filed with the Commission by SunTrust on Form S-4 under the Securities Act of
1933, as amended (the "Securities Act"), for the purpose of registering the
shares of SunTrust Common Stock to be issued in the Merger (the "Registration
Statement") and (ii) any joint proxy statement of Crestar and SunTrust ("Proxy
Statement") required to be mailed to Crestar's shareholders and SunTrust's
shareholders in connection with the Merger will, in the case of the Proxy
Statement or any amendments or supplements thereto, at the time of the mailing
of the Proxy Statement and any amendments or supplements thereto, and at the
time of the Crestar Meeting and the SunTrust Meeting (each as hereinafter
defined), or, in the case of the Registration Statement, at the time it becomes
effective, contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they are made,
not misleading. The Registration Statement will comply as to form in all
material respects with the provisions of the Securities Act and the rules and
regulations promulgated thereunder. The Proxy Statement will comply as to form
in all material respects with the provisions of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and the rules and regulations
promulgated thereunder.

     3.6 CONSENTS AND APPROVALS; NO VIOLATION. Neither the execution and
delivery of this Agreement by SunTrust and Sub nor the consummation by SunTrust
and Sub of the transactions contemplated hereby will (a) conflict with or
result in any breach of any provision of its articles of incorporation or
bylaws, (b) violate, conflict with, constitute a default (or an event which,
with notice or lapse of time or both, would constitute a default) under, or
result in the termination of, or accelerate the performance required by, or
result in the creation of any lien or other encumbrance upon any of the
properties or assets of SunTrust or any of SunTrust's subsidiaries under, any
of the terms, conditions or provisions of any note, bond, mortgage, indenture,
deed of trust, license, lease, agreement or other instrument or obligation to
which SunTrust or any of SunTrust's subsidiaries is a party or to which they or
any of their respective properties or assets are subject, except for such
violations, conflicts, breaches, defaults, terminations, accelerations or
creations of liens or other encumbrances, which, either individually or in the
aggregate, will not have a Material Adverse Effect, (c) constitute or result in
a violation of any law, rule, ordinance or regulation or judgment, decree,
order, award or governmental or non-governmental permit or license to which it
or any of its subsidiaries is subject, except for the consents, approvals and
notices set forth below and except for such violations which, either
individually or in the aggregate, will not have a Material Adverse Effect, or
(d) require any consent, approval, authorization or permit of or from, or
filing with or notification to, any court, governmental authority or other
regulatory or


                                      A-10
<PAGE>

administrative agency or commission, including, but not limited to,
authorities, agencies and the staff's thereof regulating financial
institutions, domestic (whether federal, state, municipal or local) or foreign
("Governmental Entity"), except (i) pursuant to the Exchange Act and the
Securities Act, (ii) filing the Virginia Articles of Merger, (iii) filings
required under the securities or blue sky laws of the various states, (iv) the
applications, notices, reports and other filings required to be made in
connection with the approval of the Board of Governors of the Federal Reserve
System (the "Federal Reserve Board") under the Bank Holding Crestar Act of
1956, as amended (the "BHC Act"), (v) the approvals of any other Governmental
Entities pursuant to state banking laws and regulations (the "Regulatory
Approvals"), (vi) filings and approvals pursuant to any applicable state
takeover law, (vii) pursuant to the rules of the New York Stock Exchange or
(viii) consents, approvals, authorizations, permits, filings or notifications
which, if not obtained or made will not, individually or in the aggregate, have
a Material Adverse Effect.

     3.7 REPORTS. Since January 1, 1996, SunTrust and each of SunTrust's
subsidiaries have timely filed all reports, registrations and statements,
together with any required amendments thereto, that they were required to file
with (i) the Commission under Section 12(b), 12(g), 13(a) or 14(a) of the
Exchange Act, including, but not limited to Forms 10-K, Forms 10-Q and proxy
statements ("SunTrust SEC Reports"), (ii) the Federal Reserve Board, (iii) any
other Governmental Entities, and (iv) any self-regulatory organizations
("SROs") and all other reports and statements required to be filed by SunTrust
or SunTrust's subsidiaries, including, without limitation, any report or
statement required to be filed pursuant to laws, rules or regulations of the
United States, any state, or any Governmental Entity, and have paid all fees
and assessments due and payable in connection therewith, except where the
failure to file such report, registration or statement, or to pay such fees and
assessments, either individually or in the aggregate, would not reasonably be
expected to have a Material Adverse Effect. SunTrust has made available to
Crestar true and complete copies of each of SunTrust's annual reports on Form
10-K for the years 1996 and 1997 and its quarterly report on Form 10-Q for
March 31, 1998. As of their respective dates, the SunTrust SEC Reports complied
with the requirements of the Commission and did not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.

     3.8 FINANCIAL STATEMENTS. The audited consolidated financial statements of
SunTrust included in SunTrust's annual report on Form 10-K as filed with the
Commission for the year ended December 31, 1997, and the unaudited interim
financial statements of SunTrust as of and for the three months ended March 31,
1998 included in a quarterly report on Form 10-Q as filed with the Commission,
have been prepared in accordance with generally accepted accounting principles
applied on a consistent basis (except as may be indicated therein or in the
notes thereto) and fairly present the consolidated financial position of
SunTrust and SunTrust's subsidiaries as of the dates thereof and the results of
their operations and cash flows for the periods then ended, subject, in the
case of the unaudited interim financial statements, to normal year-end and
audit adjustments and any other adjustments described therein, and are derived
from the books and records of SunTrust and SunTrust's subsidiaries, which are
complete and accurate in all material respects and have been maintained in all
material respects in accordance with applicable laws and regulations. There
exist no liabilities of SunTrust and its consolidated subsidiaries, contingent
or otherwise of a type required to be disclosed in accordance with generally
accepted accounting practices, except as disclosed in the SunTrust SEC Reports
and except for liabilities which, either individually or in the aggregate,
would not have a Material Adverse Effect. SunTrust's reserve for possible loan
losses as shown in its Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1998 was adequate, within the meaning of generally accepted
accounting principles and safe and sound banking practices.

     3.9 TAXES. SunTrust will promptly make available to Crestar, upon request
by Crestar, true and correct copies of the federal, state and local income tax
returns, and state and local property and sales tax returns and any other tax
returns filed by SunTrust and any of SunTrust's subsidiaries for each of the
fiscal years that remains open, as of the date hereof, for examination or
assessment of tax. SunTrust and each SunTrust subsidiary have prepared in good
faith and duly and timely filed, or caused to be duly and timely filed, all
federal, state, local and foreign income, estimated tax, withholding tax,
franchise, sales and other tax returns or reports required to be filed by them
on or before the date hereof, except to the extent that all such failures to
file, taken together, would not have a Material Adverse Effect. Except as
otherwise would not have, either individually or in the aggregate, a Material
Adverse Effect, SunTrust and each of its subsidiaries have paid, or have made
adequate provision or set up an adequate accrual or reserve for the payment of,
all taxes, shown or required to be shown to be owing on all such returns or
reports, together with any interest, additions or penalties related to any such
taxes or to any open taxable year or period.

     3.10 EMPLOYEE PLANS. All employee benefit, welfare, bonus, deferred
compensation, pension, profit sharing, stock option, employee stock ownership,
consulting, severance, or fringe benefit plans, formal or informal, written or
oral, and all trust agreements related thereto, relating to any present or
former directors, officers or employees of SunTrust or its subsidiaries


                                      A-11
<PAGE>

("SunTrust Employee Plans") have been maintained, operated, and administered in
all material respects in compliance with their terms and currently comply, and
have at all relevant times complied, in all material respects with the
applicable requirements of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), the Code, and any other applicable laws. With respect to
each SunTrust Employee Plan which is a pension plan (as defined in Section 3(2)
of ERISA): (a) each pension plan as amended (and any trust relating thereto)
intended to be a qualified plan under Section 401(a) of the Code either: (i)
has been determined by the Internal Revenue Service ("IRS") to be so qualified,
(ii) is the subject of a pending application for such determination that was
timely filed, or (iii) will be submitted for such a determination prior to end
of the "remedial amendment period" within the meaning of Section 401(b) of the
Code, (b) there is no accumulated funding deficiency (as defined in Section 302
of ERISA and Section 412 of the Code), whether or not waived, and no waiver of
the minimum funding standards of such sections has been requested from the IRS,
(c) neither SunTrust nor any of its subsidiaries has provided, or is required
to provide, security to any pension plan pursuant to Section 401(a)(29) of the
Code, (d) the fair market value of the assets of each defined benefit plan (as
defined in Section 3(35) of ERISA) exceeds the value of the "benefit
liabilities" within the meaning of Section 4001(a)(16) of ERISA under such
defined benefit plan as of the end of the most recent plan year thereof ending
prior to the date hereof, calculated on the basis of the actuarial assumptions
used in the most recent actuarial valuation for such defined benefit plan as of
the date hereof, (e) no reportable event described in Section 4043 of ERISA has
occurred for which the 30 day reporting requirement has not been waived has
occurred, (f) no defined benefit plan has been terminated, nor has the Pension
Benefit Guaranty Corporation ("PBGC") instituted proceedings to terminate a
defined benefit plan or to appoint a trustee or administrator of a defined
benefit plan, and no circumstances exist that constitute grounds under Section
4042(a)(2) of ERISA entitling the PBGC to institute any such proceedings and
(g) no pension plan is a "multiemployer plan" within the meaning of Section
3(37) of ERISA or a "multiple employer plan" within the meaning of Section
413(c) of the Code. Neither SunTrust nor any of its subsidiaries has incurred
any liability to the PBGC with respect to any "single-employer plan" within the
meaning of Section 4001(a)(15) of ERISA currently or formerly maintained by any
entity considered one employer with it under Section 4001 of ERISA or Section
414 of the Code, except for premiums all of which have been paid when due.
Neither SunTrust nor any of its subsidiaries has incurred any withdrawal
liability with respect to a multiemployer plan under Subtitle E of Title IV of
ERISA. Neither SunTrust nor any of its subsidiaries has an obligation to
institute any Employee Plan or any such other arrangement, agreement or plan.
With respect to any insurance policy that heretofore has or currently does
provide funding for benefits under any SunTrust Employee Plan, (A) there is no
liability on the part of SunTrust or any of its subsidiaries in the nature of a
retroactive or retrospective rate adjustment, loss sharing arrangement, or
other actual or contingent liability, nor would there be any such liability if
such insurance policy was terminated, and (B) no insurance Crestar issuing such
policy is in receivership, conservatorship, liquidation or similar proceeding
and, to the knowledge of SunTrust, no such proceeding with respect to any such
insurer is imminent. Neither the execution of this Agreement, nor the
consummation of the transactions contemplated thereby will (A) constitute a
stated triggering event under any SunTrust Employee Plan that will result in
any payment (whether of severance pay or otherwise) becoming due from SunTrust
or any of its subsidiaries to any present or former officer, employee,
director, shareholder, consultant or dependent of any of the foregoing or (B)
accelerate the time of payment or vesting, or increase the amount of
compensation due to any present or former officer, employee, director,
shareholder, consultant, or dependent of any of the foregoing. Neither SunTrust
nor any of its subsidiaries has any obligations for retiree health and life
benefits under any SunTrust Employee Plan. There are no restrictions on the
rights of SunTrust or its subsidiaries to amend or terminate any such SunTrust
Employee Plan without incurring any liability thereunder.

     3.11 MATERIAL CONTRACTS. Neither SunTrust nor any of SunTrust's
subsidiaries is in default under any contract or agreement required to be filed
as an exhibit to a Form 10-K filed by SunTrust with the Commission as of the
date of this Agreement, which default is reasonably likely to have, either
individually or in the aggregate, a Material Adverse Effect, and there has not
occurred any event that with the lapse of time or the giving of notice or both
would constitute such a default. Neither SunTrust nor any of SunTrust's
subsidiaries is a party to, or is bound by, any collective bargaining
agreement, contract, or other agreement or understanding with a labor union or
labor organization, nor is SunTrust or any of SunTrust's subsidiaries the
subject of a proceeding asserting that it or any such subsidiary has committed
an unfair labor practice or seeking to compel it or such subsidiary to bargain
with any labor organization as to wages and conditions of employment, nor is
there any strike, work stoppage or other labor dispute involving it or any of
its subsidiaries pending or threatened.

     3.12 ABSENCE OF CERTAIN CHANGES OR EVENTS. Except for liabilities incurred
in connection with this Agreement or the transactions contemplated hereby,
since December 31, 1997, SunTrust and its subsidiaries have conducted their
business only in the ordinary course or as disclosed in any SunTrust SEC
Reports, and there has not been (1) any change or event having a Material
Adverse Effect on SunTrust, (2) any declaration, setting aside or payment of
any dividend or other distribution (whether in cash, stock, or property) with
respect to any of SunTrust's capital stock, other than regular quarterly cash
dividends on the SunTrust Common Stock, (3) any split, combination or
reclassification of any of SunTrust's capital stock or any


                                      A-12
<PAGE>

substitution for shares of SunTrust's capital stock, except for issuances of
SunTrust's Common Stock upon the exercise of options awarded prior to the date
hereof in accordance with the SunTrust Stock Option Plans, or (4) except
insofar as may have been disclosed in the SunTrust SEC Reports or required by a
change in generally accepted accounting principles, any change in accounting
methods, principles or practices by SunTrust materially affecting its assets,
liabilities or business.

     3.13 LITIGATION. Except as disclosed in the SunTrust SEC Reports filed by
SunTrust with the Commission prior to the date of this Agreement, there is no
suit, action or proceeding pending, or, to the knowledge of SunTrust,
threatened, against or affecting SunTrust or any of SunTrust's subsidiaries
which, either individually or in the aggregate, would be reasonably expected to
result in a Material Adverse Effect, nor is there any judgment, decree,
injunction, rule or order of any Governmental Entity or arbitrator, outstanding
against SunTrust or any of SunTrust's subsidiaries having, or which, insofar as
reasonably can be foreseen, in the future would have, either individually or in
the aggregate, a Material Adverse Effect.

     3.14 COMPLIANCE WITH LAWS AND ORDERS. Except as disclosed in the SunTrust
SEC Reports filed by SunTrust with the Commission prior to the date of this
Agreement, the businesses of SunTrust and of SunTrust's subsidiaries are not
being conducted in violation of any law, ordinance, regulation, judgment,
order, decree, license or permit of any Governmental Entity (including, without
limitation, in the case of SunTrust's subsidiaries that are banks, all
statutes, rules and regulations pertaining to the conduct of the banking
business and the exercise of trust powers), except for violations which
individually or in the aggregate do not, and, insofar as reasonably can be
foreseen, in the future will not, have a Material Adverse Effect. No
investigation or review by any Governmental Entity with respect to SunTrust or
any of SunTrust's subsidiaries is pending or, to the knowledge of SunTrust,
threatened, nor has any Governmental Entity indicated an intention to conduct
the same in each case other than those the outcome of which will not, either
individually or in the aggregate, have a Material Adverse Effect.

     3.15 AGREEMENTS WITH BANK REGULATORS, ETC. Neither SunTrust nor any
SunTrust subsidiary is a party to any written agreement or memorandum of
understanding with, or a party to any commitment letter, board resolution or
similar undertaking to, or is subject to any order or directive by, or is a
recipient of any extraordinary supervisory letter from, any Governmental Entity
which restricts materially the conduct of its business, or in any manner
relates to its capital adequacy, its credit or reserve policies or its
management, nor has SunTrust been advised by any Governmental Entity that it is
contemplating issuing or requesting (or is considering the appropriateness of
issuing or requesting) any such order, decree, agreement, memorandum of
understanding, extraordinary supervisory letter, commitment letter or similar
submission. Neither SunTrust nor any of SunTrust's subsidiaries is required by
Section 32 of the Federal Deposit Insurance Act ("FDIA") to give prior notice
to a Federal banking agency of the proposed addition of an individual to its
board of directors or the employment of an individual as a senior executive
officer. SunTrust knows of no reason why the regulatory approvals referred to
in Section 3.6(d) should not be obtained.

     3.16 SUNTRUST OWNERSHIP OF STOCK. As of the date of this Agreement, other
than with respect to the Crestar Option Agreement, neither SunTrust nor any of
its affiliates or associates (i) beneficially owns, directly or indirectly, or
(ii) are parties to any agreement, arrangement or understanding for the purpose
of acquiring, holding, voting or disposing of, Crestar Common Stock (other than
Trust Account Shares), which in the aggregate, represent 5% or more of the
outstanding shares of Crestar Common Stock.

     3.17 ACCOUNTING TREATMENT; TAX TREATMENT. SunTrust knows of no reason,
assuming the reissuance of SunTrust Common Stock contemplated by Section 5.21
occurs, with respect to SunTrust and its affiliates that would prevent SunTrust
from accounting for the business combination to be effected by the Merger as a
"pooling-of-interests." As of the date hereof, SunTrust is aware of no reason
why the Merger will fail to qualify as a reorganization under Section 368(a) of
the Code.

     3.18 FEES. Except for the fees paid and payable to Lehman Brothers Inc.,
neither SunTrust nor any of SunTrust's subsidiaries has paid or will become
obligated to pay any fee or commission to any broker, finder or intermediary in
connection with the transactions contemplated by this Agreement.

     3.19 SUNTRUST ACTION. The Board of Directors of SunTrust (at a meeting
duly called, constituted and held) has by the requisite vote of all directors
present (a) determined that the Merger is advisable and in the best interests
of SunTrust and its shareholders, (b) approved this Agreement and the
transactions contemplated by this Agreement and (c) directed that the Merger be
submitted for consideration by SunTrust's shareholders at the SunTrust Meeting.
SunTrust has taken all steps necessary to exempt (i) the execution of this
Agreement, the SunTrust Option Agreement and the Crestar Option Agreement, (ii)
the Merger and (iii) the transactions contemplated hereby and thereby from (x)
any statute of the State of Georgia that purports to limit or restrict business
combinations or the ability to acquire or to vote shares, including, without
limitation, Sections 14-2-1110 et seq. and Sections 14-2-1131 et seq. of the
Georgia Business Corporation Code, and (y) any applicable provision of
SunTrust's articles of incorporation or bylaws containing change of control or
anti-takeover provisions.


                                      A-13
<PAGE>

     3.20 VOTE REQUIRED. The affirmative vote of the holders of a majority of
the total votes cast (provided that the total votes cast represent over 50% of
all securities entitled to vote) by the holders of SunTrust Common Stock is the
only vote of the holders of any class or series of SunTrust capital stock
necessary to approve this Agreement and the transactions contemplated herein.

     3.21 MATERIAL INTERESTS OF CERTAIN PERSONS. Except as disclosed in
SunTrust's Proxy Statement for its 1998 Annual Meeting of Shareholders, no
officer or director of SunTrust, or any "associate" (as such term is defined in
Rule 14a-1 under the 1934 Act) of any such officer or director, has any
material interest in any material contract or property (real or personal),
tangible or intangible, used in or pertaining to the business of SunTrust or
any of its subsidiaries.

     3.22 INTELLECTUAL PROPERTY.

     (a) SunTrust and its subsidiaries own or have a valid license to use all
trademarks, service marks and trade names (including any registrations or
applications for registration of any of the foregoing) (collectively, the
"SunTrust Intellectual Property") necessary to carry on its business
substantially as currently conducted, except for such SunTrust Intellectual
Property the failure of which to own or validly license individually or in the
aggregate would not reasonably be expected to have a Material Adverse Effect.
Neither SunTrust nor any such subsidiary has received any notice of
infringement of or conflict with, and, to SunTrust's knowledge, there are no
infringements of or conflicts with, the rights of others with respect to the
use of any SunTrust Intellectual Property that individually or in the
aggregate, in either such case, would reasonably be expected to have a Material
Adverse Effect.

     (b) The consummation of the Merger and the other transactions contemplated
by this Agreement will not result in the loss by SunTrust of any rights to use
computer and telecommunications software including source and object code and
documentation and any other media (including, without limitation, manuals,
journals and reference books) necessary to carry on its business substantially
as currently conducted and the loss of which would have a Material Adverse
Effect.

     (c) The computer software operated by SunTrust which is material to the
conduct of its business is capable of providing or is being adapted to provide
uninterrupted millennium functionality to record, store, process and present
calendar dates falling on or after January 1, 2000 in substantially the same
manner and with the same functionality as such software records, stores,
processes and presents such calendar dates falling on or before December 31,
1999, except as would not have a Material Adverse Effect. None of SunTrust or
any of its subsidiaries has received, or reasonably expects to receive, a "Year
2000 Deficiency Notification Letter" (as such term is employed in the Federal
Reserve's Supervision and Regulation Letter No. SR 98-3(SUP), dated March 4,
1998). SunTrust has disclosed to Crestar a complete and accurate copy of
SunTrust's plan for addressing the issues set forth in the statements of the
Federal Financial Institutions Examination Council, dated May 5, 1997, entitled
"Year 2000 Project Management Awareness," and December 1997, entitled "Safety
and Soundness Guidelines Concerning the Year 2000 Business Risk," as such
issues affect SunTrust and its subsidiaries. The costs of the adaptions and
compliance referred to in this Section 3.22(c) will not have a Material Adverse
Effect.

     3.23 INTEREST RATE RISK MANAGEMENT INSTRUMENTS. Except as would not
reasonably be expected to have a Material Adverse Effect, all interest rate
swaps, caps, floors and option agreements and other interest rate risk
management arrangements, whether entered into for the account of SunTrust or
for the account of a customer of SunTrust or of one of SunTrust's subsidiaries,
were entered into in the ordinary course of business and, to SunTrust's
knowledge, in accordance with prudent banking practices and applicable rules,
regulations and policies of any Governmental Entity and with counterparties
believed to be financially responsible at the time and are legal, valid and
binding obligations of SunTrust or one of its subsidiaries enforceable in
accordance with their terms (except as may be limited by bankruptcy,
insolvency, moratorium, reorganization or similar laws affecting the rights of
creditors generally and the availability of equitable remedies), and are in
full force and effect. Except as would not reasonably be expected to have a
Material Adverse Effect, SunTrust and each of SunTrust's subsidiaries have duly
performed all of their obligations thereunder to the extent that such
obligations to perform have accrued, and, to SunTrust's knowledge, there are no
breaches, violations or defaults or allegations or assertions of such by any
party thereunder.

     3.24 INSURANCE. Except as would not reasonably be expected to have a
Material Adverse Effect, SunTrust and SunTrust's subsidiaries have in effect
insurance coverage with reputable insurers which, in respect of amounts,
premiums, types and risks insured, constitutes reasonably adequate coverage
against all risks customarily insured against by bank holding companies and
their subsidiaries comparable in size and operations to SunTrust and SunTrust's
subsidiaries.

   3.25 ENVIRONMENTAL MATTERS. For purposes of this Agreement, the following
   terms shall have the indicated meanings:

     "Environmental Law" means any federal, state or local law, statute,
ordinance, rule, regulation, code, license, permit, authorization, approval,
consent, order, determination, judgment, decree, injunction or agreement with
any Governmental


                                      A-14
<PAGE>

Entity relating to (1) the health, protection, preservation, containment or
restoration of the environment including, without limitation, air, water vapor,
surface water, groundwater, drinking water supply, surface soil, subsurface
soil, wetlands, plant and animal life or any other natural resource,
conservation, and/or (2) the use, storage, recycling, treatment, generation,
transportation, processing, handling, labeling, production, release or disposal
of Hazardous Substances. The term "Environmental Law" includes without
limitation (1) the Comprehensive Environmental Response, Compensation and
Liability Act, as amended, 42 U.S.C. Section 9601, ET SEQ.; the Superfund
Amendments and Reauthorization Act of 1986, 42 U.S.C. 9601(2)(D); the Resource
Conservation and Recovery Act, as amended, 42 U.S.C. Section 6901, ET SEQ.; the
Clean Air Act, as amended, 42 U.S.C. Section 7401, ET SEQ.; the Federal Water
Pollution Control Act, as amended by the Clean Water Act, 33 U.S.C. Section
1251, ET SEQ.; the Toxic Substances Control Act, as amended, 15 U.S.C. Section
9601, ET SEQ.; the Emergency Planning and Community Right to Know Act, 42
U.S.C. Section 11001, ET SEQ.; the Safe Drinking Water Act, 42 U.S.C. Section
300f, ET SEQ.; and all comparable state and local laws, ordinances, rules,
regulations respecting the interpretation or enforcement of same and (2) any
common law (including without limitation common law that may impose strict
liability) that may impose liability for injuries or damages due to the release
of any Hazardous Substance.

     "Hazardous Substance" means (i) any hazardous wastes, toxic chemicals,
materials, substances or wastes as defined by or for the purposes of any
Environmental Law; (ii) any "oil", as defined by the Clean Water Act, as
amended from time to time, and regulations promulgated thereunder (including
crude oil or any fraction thereof and any petroleum products or derivatives
thereof); (iii) any substance, the presence of which is prohibited, regulated
or controlled by any applicable federal, state or local laws, regulations,
statutes or ordinances now in force or hereafter enacted relating to waste
disposal or environmental protection with respect to the exposure to, or
manufacture, possession, presence, use, generation, storage, transportation,
treatment, release, emission, discharge, disposal, abatement, cleanup, removal,
remediation or handling of any such substance; (iv) any asbestos or
asbestos-containing materials, polychlorinated biphenyls ("PCBs") in the form
of electrical equipment, fluorescent light fixtures with ballasts, cooling oils
or any other form, urea formaldehyde or atmospheric radon; (v) any solid,
liquid, gaseous or thermal irritant or contaminant, such as smoke, vapor, soot,
fumes, alkalis, acids, chemicals, pesticides, herbicides, sewage, industrial
sludge or other similar wastes; (vi) industrial, nuclear or medical
by-products; (vii) any lead based paint or coating and (viii) any underground
storage tank(s).

     "Loan Portfolio Properties, Trust Properties and Other Properties" means
any real property, interest in real property, improvements, appurtenances,
rights and personal property attendant thereto, which is owned, leased as a
landlord or a tenant, licensed as a licensor or licensee, managed or operated
or upon which is held a mortgage, deed of trust, deed to secure debt or other
security interest by SunTrust or Crestar, as the case may be, or any of their
subsidiaries whether directly, as an agent, as trustee or other fiduciary or
otherwise.

     (i) Neither SunTrust nor any of its subsidiaries is in violation of or has
any liability, absolute or contingent, in connection with or under any
Environmental Law, except any such violations or liabilities which would not
reasonably be expected, individually or in the aggregate, to have a Material
Adverse Effect; (ii) none of the Loan Portfolio Properties, Trust Properties
and Other Properties of SunTrust or its subsidiaries is in violation of or has
any liability, absolute or contingent, under any Environmental Law, except any
such violations or liabilities which, individually or in the aggregate would
not have a Material Adverse Effect; and (iii) there are no actions, suits,
demands, notices, claims, investigations or proceedings pending or threatened
relating to any Loan Portfolio Properties, Trust Properties and Other
Properties including, without limitation any notices, demand letters or
requests for information from any federal or state environmental agency
relating to any such liability under or violation of Environmental Law, which
would impose a liability upon SunTrust or its subsidiaries pursuant to any
Environmental Law, except such as would not, individually or in the aggregate,
have a Material Adverse Effect.

     3.26 RESCISSION OF REPURCHASES. All share repurchase programs previously
authorized by the Board of Directors of SunTrust, except to the extent that
SunTrust is advised by the Commission that such purchases would not adversely
affect the ability of SunTrust and Crestar to account for the Merger as a
"pooling of interests" for accounting purposes, have been revoked by resolution
duly adopted on or prior to the date hereof.

     3.27 DISCLOSURE LETTER. Prior to the execution and delivery of this
Agreement, SunTrust has delivered to Crestar a schedule (the "SunTrust
Disclosure Letter") setting forth, among other things, items the disclosure of
which is necessary or appropriate either in response to an express disclosure
requirement contained in a provision hereof or as an exception to SunTrust's
representations or warranties contained in Article III or to SunTrust's
covenants contained in Article V; PROVIDED, HOWEVER, that notwithstanding
anything in this Agreement to the contrary the mere inclusion of an item in the
SunTrust Disclosure Letter as an exception to a representation or warranty
shall not be deemed an admission by a party that such item represents a
material exception or material fact, event or circumstance or that such item
has had or would have a Material Adverse Effect with respect to SunTrust.


                                      A-15
<PAGE>

                                  ARTICLE IV
                   REPRESENTATIONS AND WARRANTIES OF CRESTAR

     Crestar hereby represents and warrants to SunTrust that:

     4.1 CORPORATE ORGANIZATION. Crestar is a corporation duly organized,
validly existing and in good standing under the laws of the Commonwealth of
Virginia and is duly qualified to do business as a foreign corporation in each
jurisdiction in which its ownership or lease of property or the nature of the
business conducted by it makes such qualification necessary, except for such
jurisdictions in which the failure to be so qualified would not have a Material
Adverse Effect. Crestar is registered as a bank holding Crestar under the BHCA.
Crestar has the requisite corporate power and authority to own, lease and
operate its properties and assets and to carry on its business as it is now
being conducted. Crestar has heretofore made available to SunTrust true and
complete copies of its articles of incorporation and bylaws.

     4.2 AUTHORITY. Crestar has the requisite corporate power and authority to
execute and deliver this Agreement and, except for any required approval of
Crestar's shareholders, to consummate the transactions contemplated by this
Agreement. The execution and delivery of this Agreement and the consummation of
the transactions contemplated herein have been duly approved by the Board of
Directors of Crestar and no other corporate proceedings on the part of Crestar
are necessary to authorize this Agreement or to consummate the transactions so
contemplated, subject only to approval by the shareholders of Crestar as
described in Section 5.12(c) of this Agreement. This Agreement has been duly
executed and delivered by, and constitutes the valid and binding obligation of
Crestar, enforceable against Crestar in accordance with its terms, except as
the enforceability thereof may be limited by applicable bankruptcy, insolvency,
reorganization, fraudulent transfer, moratorium and other similar laws
affecting the enforcement of creditors' rights generally and except that the
availability of the equitable remedy of specific performance or injunctive
relief is subject to the discretion of the court before which any proceedings
may be brought.

     4.3 CAPITALIZATION. As of the date hereof, the authorized capital stock of
Crestar consists of 200,000,000 shares of Crestar Common Stock and 2,000,000
shares of Crestar preferred stock. As of the close of business on July 17,
1998, (i) 112,252,068 shares of Crestar Common Stock were duly authorized,
validly issued and outstanding, fully paid and nonassessable and (ii) no shares
of preferred stock were issued or outstanding. As of the date of this Agreement
except as set forth in this Section 4.3, pursuant to the Crestar Option Plans,
pursuant to the Crestar Option Agreement, pursuant to the Crestar Rights
Agreement, pursuant to the Crestar Dividend Reinvestment Plan, pursuant to the
Crestar Thrift and Profit Sharing Plan or as set forth in the Crestar
Disclosure Letter, there are no shares of capital stock of Crestar authorized,
issued or outstanding and there are no outstanding subscriptions, options,
warrants, rights, convertible securities or any other agreements or commitments
of any character relating to the issued or unissued capital stock or other
securities of Crestar obligating Crestar to issue, deliver or sell, or cause to
be issued, delivered or sold, additional shares of capital stock of Crestar or
obligating Crestar to grant, extend or enter into any subscription, option,
warrant, right, convertible security or other similar agreement or commitment.
Except as set forth in the Crestar Disclosure Letter, there are no voting
trusts or other agreements or understandings to which Crestar or any of
Crestar's subsidiaries is a party with respect to the voting of the capital
stock of Crestar. As of the date of this Agreement, there were outstanding
under the Crestar Option Plans options to purchase 3,264,247 shares of Crestar
Common Stock, which Crestar stock options had a weighted average exercise price
of $27.60 and for which adequate shares of Crestar Common Stock have been
reserved for issuance under the Crestar Option Plans.

     4.4 SUBSIDIARIES. The Crestar Disclosure Letter sets forth the name and
state of incorporation of each subsidiary of Crestar (collectively, the
"Crestar Subsidiaries"). Each of the Crestar Subsidiaries is a bank, a
corporation or other business entity duly organized, validly existing and in
good standing under the laws of its respective jurisdiction of incorporation or
organization and is duly qualified to do business as a foreign corporation or
foreign business entity in each jurisdiction in which its ownership or lease of
property or the nature of the business conducted by it makes such qualification
necessary, except for such jurisdictions in which the failure to be so
qualified would not have a Material Adverse Effect. Each of the Crestar
Subsidiaries has the requisite corporate power and authority to own, lease and
operate its properties and assets and to carry on its businesses as they are
now being conducted. Except as set forth in the Crestar Disclosure Letter, all
outstanding shares of capital stock of each Crestar Subsidiary is owned by
Crestar or another Crestar Subsidiary and are validly issued, fully paid and
(except pursuant to 12 USC Section 55 in the case of each national bank
subsidiary and applicable state law in the case of each state bank subsidiary)
nonassessable, are not subject to preemptive rights and are owned free and
clear of all liens, claims and encumbrances. There are no outstanding
subscriptions, options, warrants, rights, convertible securities or any other
agreements or commitments of any character relating to the issued or unissued
capital stock or other securities of any Crestar Subsidiary obligating any
Crestar Subsidiary to issue, deliver or sell, or cause to be issued, delivered
or sold additional shares of its capital stock or obligating any Crestar
Subsidiary to grant, extend or enter into any subscription, option, warrant,
right, convertible security or other similar agreement or commitment.


                                      A-16
<PAGE>

     4.5 INFORMATION IN DISCLOSURE DOCUMENTS, REGISTRATION STATEMENT, ETC. None
of the information with respect to Crestar or any Crestar Subsidiary provided
by Crestar for inclusion in the Proxy Statement or the Registration Statement
will, in the case of the Proxy Statement or any amendments or supplements
thereto, at the time of the mailing of the Proxy Statement and any amendments
or supplements thereto, and at the time of the Crestar Meeting and the SunTrust
Meeting, or, in the case of the Registration Statement, at the time it becomes
effective, contain any untrue statement of material fact or omit to state any
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they are made,
not misleading. The Proxy Statement will comply as to form in all material
respects with the provisions of the Exchange Act and the rules and regulations
promulgated thereunder.

     4.6 CONSENTS AND APPROVALS; NO VIOLATION. Except as set forth in the
Crestar Disclosure Letter, neither the execution and delivery of this Agreement
by Crestar nor the consummation by Crestar of the transactions contemplated
hereby will (a) conflict with or result in any breach of any provision of its
certificate of incorporation or bylaws, (b) violate, conflict with, constitute
a default (or an event which, with notice or lapse of time or both, would
constitute a default) under, or result in the termination of, or accelerate the
performance required by, or result in the creation of any lien or other
encumbrance upon any of the properties or assets of Crestar or any Crestar
Subsidiary under, any of the terms, conditions or provisions of any note, bond,
mortgage, indenture, deed of trust, license, lease, agreement or other
instrument or obligation to which Crestar or any Crestar Subsidiary is a party
or to which they or any of their respective properties or assets are subject,
except for such violations, conflicts, breaches, defaults, terminations,
accelerations or creations of liens or other encumbrances, which, either
individually or in the aggregate, will not have a Material Adverse Effect, (c)
constitute or result in a violation of any law, rule, ordinance or regulation
or judgment, decree, order, award or governmental or non-governmental permit or
license to which it or any of its subsidiaries is subject, except for the
consents, approvals and notices set forth below and except for such violations
which, either individually or in the aggregate, will not have a Material
Adverse Effect, or (d) require any consent, approval, authorization or permit
of or from, or filing with or notification to, any Governmental Entity, except
(i) pursuant to the Exchange Act and the Securities Act, (ii) filing the
Virginia Articles of Merger, (iii) filings required under the securities or
blue sky laws of the various states, (iv) the applications, notices, reports
and other filings required to be made in connection with the approval of the
Federal Reserve Board under the BHC Act, (v) the Regulatory Approvals, (vi)
filings and approvals pursuant to any applicable state takeover law, (vii)
pursuant to the rules of the New York Stock Exchange or (viii) consents,
approvals, authorizations, permits, filings or notifications which, if not
obtained or made will not, individually or in the aggregate, have a Material
Adverse Effect.

     4.7 REPORTS. Since January 1, 1996, Crestar and each Crestar Subsidiary
have timely filed all reports, registrations and statements, together with any
required amendments thereto, that they were required to file with (i) the
Commission under Section 12(b), 12(g), 13(a) or 14(a) of the Exchange Act,
including, but not limited to Forms 10-K, Forms 10-Q and proxy statements
("Crestar SEC Reports"), (ii) the Federal Reserve Board, (iii) any other
Governmental Entity, and (iv) any SRO, and all other reports and statements
required to be filed by Crestar and the Crestar Subsidiaries, including,
without limitation, any report or statement required to be filed pursuant to
laws, rules or regulations of the United States, any state, or any Governmental
Entity, and have paid all fees and assessments due and payable in connection
therewith, except where the failure to file such report, registration or
statement, or to pay such fees and assessments, either individually or in the
aggregate, would not reasonably be expected to have a Material Adverse Effect.
Crestar has made available to SunTrust true and complete copies of each of
Crestar's annual reports on Form 10-K for the years 1996 and 1997 and its
quarterly report on Form 10-Q for March 31, 1998. As of their respective dates,
the Crestar SEC Reports complied with the requirements of the Commission and
did not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstance under which they were made, not
misleading.

     4.8 FINANCIAL STATEMENTS. The audited consolidated financial statements of
Crestar included in Crestar's annual report on Form 10-K as filed with the
Commission for the year ended December 31, 1997, and the unaudited interim
financial statements of Crestar as of and for the three months ended March 31,
1998 included in a quarterly report on Form 10-Q as filed with the Commission,
have been prepared in accordance with generally accepted accounting principles
applied on a consistent basis (except as may be indicated therein or in the
notes thereto) and fairly present the consolidated financial position of
Crestar and the Crestar Subsidiaries as of the dates thereof and the results of
their operations and cash flows for the periods then ended, subject, in the
case of the unaudited interim financial statements, to normal year-end and
audit adjustments and any other adjustments described therein, and are derived
from the books and records of Crestar and the Crestar Subsidiaries, which are
complete and accurate in all material respects and have been maintained in all
material respects in accordance with applicable laws and regulations. There
exist no liabilities of Crestar and its consolidated subsidiaries, contingent
or otherwise of a type required to be disclosed in accordance with generally
accepted accounting practices, except as disclosed in the Crestar SEC Reports
and except for liabilities which, either individually or in the aggregate,
would not have a Material Adverse Effect. Crestar's reserve for possible loan
losses as shown in its Quarterly Report on Form 10-Q


                                      A-17
<PAGE>

for the fiscal quarter ended March 31, 1998 was adequate, within the meaning of
generally accepted accounting principles and safe and sound banking practices.

     4.9 TAXES. Crestar will promptly make available to SunTrust, upon request
by SunTrust, true and correct copies of the federal, state and local income tax
returns, and state and local property and sales tax returns filed by Crestar
and the Crestar Subsidiaries for each of the fiscal years that remains open, as
of the date hereof, for examination or assessment of tax. Crestar and each
Crestar Subsidiary have prepared in good faith and duly and timely filed, or
caused to be duly and timely filed, all federal, state, local and foreign
income, franchise, sales and other tax returns or reports required to be filed
by them on or before the date hereof, except to the extent that all failures to
file, taken together, would not have a Material Adverse Effect. Except as
otherwise would not have, either individually or in the aggregate, a Material
Adverse Effect, Crestar and each Crestar Subsidiary have paid, or have made
adequate provision or set up an adequate accrual or reserve for the payment of,
all taxes shown or required to be shown to be owing on all such returns or
reports, together with any interest, additions or penalties related to any such
taxes or to any open taxable year or period. Except as set forth in the Crestar
Disclosure Letter, neither Crestar nor any Crestar Subsidiary has consented to
extend the statute of limitations with respect to the assessment of any tax.
Except as set forth in the Crestar Disclosure Letter, neither Crestar nor any
Crestar Subsidiary is a party to any action or proceeding, nor to the best of
Crestar's knowledge is any such action or proceeding threatened, by any
Governmental Entity in connection with the determination, assessment or
collection of any material amount of taxes, and no deficiency notices or
reports have been received by Crestar or any Crestar Subsidiary in respect of
any material deficiencies for any tax, assessment, or government charge.

     4.10 EMPLOYEE PLANS. All employee benefit, welfare, bonus, deferred
compensation, pension, profit sharing, stock option, employee stock ownership,
consulting, severance, or fringe benefit plans, formal or informal, written or
oral and all trust agreements related thereto, relating to any present or
former directors, officers or employees of Crestar or the Crestar Subsidiaries
("Crestar Employee Plans") are listed in the Crestar Disclosure Letter. Except
as set forth in the Crestar Disclosure Letter, all of the Crestar Employee
Plans have been maintained, operated, and administered in all material respects
in compliance with their terms and currently comply, and have at all relevant
times complied, in all material respects with the applicable requirements of
ERISA, the Code, and any other applicable laws. Except as set forth in the
Crestar Disclosure Letter, with respect to each Crestar Employee Plan which is
a pension plan (as defined in Section 3(2) of ERISA): (a) each pension plan as
amended (and any trust relating thereto) intended to be a qualified plan under
Section 401(a) of the Code either has been determined by the IRS to be so
qualified or is the subject of a pending application for such determination
that was timely filed, (b) there is no accumulated funding deficiency (as
defined in Section 302 of ERISA and Section 412 of the Code), whether or not
waived, and no waiver of the minimum funding standards of such sections has
been requested from the IRS, (c) neither Crestar nor any of the Crestar
Subsidiaries has provided, or is required to provide, security to any pension
plan pursuant to Section 401(a)(29) of the Code, (d) the fair market value of
the assets of each defined benefit plan (as defined in Section 3(35) of ERISA)
exceeds the value of the "benefit liabilities" within the meaning of Section
4001(a)(16) of ERISA under such defined benefit plan as of the end of the most
recent plan year thereof ending prior to the date hereof, calculated on the
basis of the actuarial assumptions used in the most recent actuarial valuation
for such defined benefit plan as of the date hereof, (e) no reportable event
described in Section 4043 of ERISA has occurred for which the 30 day reporting
requirement has not been waived has occurred, (f) no defined benefit plan has
been terminated, nor has the PBGC instituted proceedings to terminate a defined
benefit plan or to appoint a trustee or administrator of a defined benefit
plan, and no circumstances exist that constitute grounds under Section
4042(a)(2) of ERISA entitling the PBGC to institute any such proceedings and
(g) no pension plan is a "multiemployer plan" within the meaning of Section
3(37) of ERISA or a "multiple employer plan" within the meaning of Section
413(c) of the Code. Neither Crestar nor any Crestar Subsidiary has incurred any
liability to the PBGC with respect to any "single-employer plan" within the
meaning of Section 4001(a)(15) of ERISA currently or formerly maintained by any
entity considered one employer with it under Section 4001 of ERISA or Section
414 of the Code, except for premiums all of which have been paid when due.
Neither Crestar nor any of its subsidiaries has incurred any withdrawal
liability with respect to a multiemployer plan under Subtitle E of Title IV of
ERISA. Neither Crestar nor any of its subsidiaries has an obligation to
institute any Employee Plan or any such other arrangement, agreement or plan.
Except as set forth in the Crestar Disclosure Letter, there are no outstanding
grants of restricted stock with respect to Crestar Common Stock and no
outstanding stock appreciation rights with respect to Crestar Common Stock.
With respect to any insurance policy that heretofore has or currently does
provide funding for benefits under any Crestar Employee Plan, (A) there is no
liability on the part of Crestar or any of its subsidiaries in the nature of a
retroactive or retrospective rate adjustment, loss sharing arrangement, or
other actual or contingent liability, nor would there be any such liability if
such insurance policy was terminated, and (B) no insurance Crestar issuing such
policy is in receivership, conservatorship, liquidation or similar proceeding
and, to the knowledge of Crestar, no such proceeding with respect to any such
insurer is imminent. Except as set forth in the Crestar Disclosure Letter,
neither the execution of this Agreement, nor the consummation of the
transactions


                                      A-18
<PAGE>

contemplated thereby will (A) constitute a stated triggering event under any
Crestar Employee Plan that will result in any payment (whether of severance pay
or otherwise) becoming due from Crestar or any of its subsidiaries to any
present or former officer, employee, director, shareholder, consultant or
dependent of any of the foregoing or (B) accelerate the time of payment or
vesting, or increase the amount of compensation due to any present or former
officer, employee, director, shareholder, consultant, or dependent of any of
the foregoing. The material terms of the Executive Agreements (as defined
below) are reflected in the Crestar SEC Reports, as amended in the manner
reflected in the Crestar Disclosure Letter. Neither Crestar nor any Crestar
Subsidiary has any obligations for retiree health and life benefits under any
Crestar Employee Plan, except as set forth in the Crestar Disclosure Letter.
Except as set forth in the Crestar Disclosure Letter, there are no restrictions
on the rights of Crestar or the Crestar Subsidiaries to amend or terminate any
such Crestar Employee Plan without incurring any liability thereunder.

     4.11 MATERIAL CONTRACTS. Except as set forth in the Crestar Disclosure
Letter or disclosed in the Crestar SEC Reports, neither Crestar nor any Crestar
Subsidiary is a party to, or is bound or affected by, or receives benefits
under (a) any agreements providing for aggregate payments to any director,
officer, employee or consultant of Crestar or any Crestar Subsidiary in any
calendar year in excess of $50,000, (b) any material agreement, indenture or
other instrument relating to the borrowing of money by Crestar or any Crestar
Subsidiary or the guarantee by Crestar or any Crestar Subsidiary of any such
obligation (other than trade payables and instruments relating to transactions
entered into in the ordinary course of business) or (c) any other contract or
agreement or amendment thereto that would be required to be filed as an exhibit
to a Form 10-K filed by Crestar with the Commission as of the date of this
Agreement (collectively, the "Crestar Contracts"). Neither Crestar nor any
Crestar Subsidiary is in default under any Crestar Contract, which default is
reasonably likely to have, either individually or in the aggregate, a Material
Adverse Effect, and there has not occurred any event that with the lapse of
time or the giving of notice or both would constitute such a default. Except as
set forth in the Crestar Disclosure Letter, neither Crestar nor any Crestar
Subsidiary is a party to, or is bound by, any collective bargaining agreement,
contract, or other agreement or understanding with a labor union or labor
organization, nor is Crestar or any Crestar Subsidiary the subject of a
proceeding asserting that it or any Crestar Subsidiary has committed an unfair
labor practice or seeking to compel it or such subsidiary to bargain with any
labor organization as to wages and conditions of employment, nor is there any
strike, work stoppage or other labor dispute involving it or any Crestar
Subsidiary pending or threatened.

     4.12 ABSENCE OF CERTAIN CHANGES OR EVENTS. Except for liabilities incurred
in connection with this Agreement or the transactions contemplated hereby,
since December 31, 1997, Crestar and its subsidiaries have conducted their
business only in the ordinary course or as disclosed in any Crestar SEC
Reports, and there has not been (1) any change or event having a Material
Adverse Effect on Crestar, (2) any declaration, setting aside or payment of any
dividend or other distribution (whether in cash, stock, or property) with
respect to any of Crestar's capital stock, other than regular quarterly cash
dividends on Crestar Common Stock, (3) any split, combination or
reclassification of any of Crestar's capital stock or any substitution for
shares of Crestar's capital stock, except for issuances of Crestar's Common
Stock upon the exercise of options awarded prior to the date hereof in
accordance with the Crestar Option Plans, (4) except as set forth in the
Crestar Disclosure Letter (A) any granting by Crestar or any of its
subsidiaries to any current or former director, executive officer or other key
employee of Crestar or its subsidiaries of any increase in compensation, bonus
or other benefits, except for normal increases in the ordinary course of
business or as was required under any employment agreements in effect as of the
date of the most recent audited financial statements included in the Crestar
SEC Reports filed and publicly available prior to the date of this Agreement,
(B) any granting by Crestar or any of its subsidiaries to any such current or
former director, executive officer or key employee of any increase in severance
or termination pay, except in the ordinary course of business or pursuant to
the Crestar Stock Option Plans, or (C) any entry by Crestar or any of its
subsidiaries into, or any amendment of, any employment, deferred compensation,
consulting, severance, termination or indemnification agreement with any such
current or former director, executive officer or key employee, other than in
the ordinary course of business, (5) except insofar as may have been disclosed
in the Crestar SEC Reports or required by a change in generally accepted
accounting principles, any change in accounting methods, principles or
practices by Crestar materially affecting its assets, liabilities or business
or (6) except insofar as may have been disclosed in the Crestar SEC Reports,
any tax election that individually or in the aggregate would reasonably be
expected to have a Material Adverse Effect.

     4.13 LITIGATION. Except as disclosed in the Crestar SEC Reports filed by
Crestar with the Commission prior to the date of this Agreement or as set forth
in the Crestar Disclosure Letter, there is no suit, action or proceeding
pending, or, to the knowledge of Crestar, threatened, against or affecting
Crestar or any Crestar Subsidiary which, either individually or in the
aggregate, would be reasonably expected to have a Material Adverse Effect, nor
is there any judgment, decree, injunction, rule or order of any Governmental
Entity or arbitrator, outstanding against Crestar or any Crestar Subsidiary
having, or which, insofar as reasonably can be foreseen, in the future would
have, either individually or in the aggregate, a Material Adverse Effect.


                                      A-19
<PAGE>

     4.14 COMPLIANCE WITH LAWS AND ORDERS. Except as set forth in the Crestar
Disclosure Letter or as disclosed in the Crestar SEC Reports filed by Crestar
with the Commission prior to the date of this Agreement, the businesses of
Crestar and the Crestar Subsidiaries are not being conducted in violation of
any law, ordinance, regulation, judgment, order, decree, license or permit of
any Governmental Entity (including, without limitation, in the case of Crestar
Subsidiaries that are banks, all statutes, rules and regulations pertaining to
the conduct of the banking business and the exercise of trust powers), except
for violations which individually or in the aggregate do not, and, insofar as
reasonably can be foreseen, in the future will not, have a Material Adverse
Effect. Except as set forth in the Crestar Disclosure Letter, no investigation
or review by any Governmental Entity with respect to Crestar or any Crestar
Subsidiary is pending or, to the knowledge of Crestar threatened, nor has any
Governmental Entity indicated an intention to conduct the same in each case
other than those the outcome of which will not, either individually or in the
aggregate, have a Material Adverse Effect.

     4.15 AGREEMENTS WITH BANK REGULATORS, ETC. Neither Crestar nor any Crestar
Subsidiary is a party to any written agreement or memorandum of understanding
with, or a party to any commitment letter, board resolution or similar
undertaking to, or is subject to any order or directive by, or is a recipient
of any extraordinary supervisory letter from, any Governmental Entity which
restricts materially the conduct of its business, or in any manner relates to
its capital adequacy, its credit or reserve policies or its management, nor has
Crestar been advised by any Governmental Entity that it is contemplating
issuing or requesting (or is considering the appropriateness of issuing or
requesting) any such order, decree, agreement, memorandum of understanding,
extraordinary supervisory letter, commitment letter or similar submission.
Neither Crestar nor any Crestar Subsidiary is required by Section 32 of the
FDIA to give prior notice to a Federal banking agency of the proposed addition
of an individual to its board of directors or the employment of an individual
as a senior or executive officer. Crestar knows of no reason why the regulatory
approvals referred to in Section 4.6(d) should not be obtained.

     4.16 CRESTAR OWNERSHIP OF STOCK. As of the date of this Agreement, other
than with respect to the SunTrust Option Agreement, neither Crestar nor any of
its affiliates or associates (i) beneficially owns, directly or indirectly, or
(ii) are parties to any agreement, arrangement or understanding for the purpose
of acquiring, holding, voting or disposing of, SunTrust Common Stock (other
than held in trust accounts, managed accounts or in any similar manner as
trustee or in a fiduciary capacity), which in the aggregate, represent 5% or
more of the outstanding shares of SunTrust Common Stock.

     4.17 ACCOUNTING TREATMENT; TAX TREATMENT. Crestar knows of no reason, with
respect to Crestar and its affiliates, that would prevent SunTrust from
accounting for the business combination to be effected by the Merger as a
"pooling-of-interests." As of the date hereof, Crestar is aware of no reason
why the Merger will fail to qualify as a reorganization under Section 368(a) of
the Code.

     4.18 FEES. Except for fees paid and payable to Morgan Stanley, Discover &
Co., neither Crestar nor any Crestar Subsidiary has paid or will become
obligated to pay any fee or commission to any broker, finder or intermediary in
connection with the transactions contemplated by this Agreement.

     4.19 CRESTAR ACTION. The Board of Directors of Crestar (at a meeting duly
called, constituted and held) has by the requisite vote of all directors
present (a) determined that the Merger is advisable and in the best interests
of Crestar and its shareholders, (b) approved this Agreement and the
transactions contemplated hereby, including the Merger, and (c) directed that
the Merger be submitted for consideration by Crestar's shareholders at the
Crestar Meeting. Crestar has taken all steps necessary to exempt (i) the
execution of this Agreement, the SunTrust Option Agreement and the Crestar
Option Agreement, (ii) the Merger and (iii) the transactions contemplated
hereby and thereby from, (x) any statute of the Commonwealth of Virginia that
purports to limit or restrict business combinations or the ability to acquire
or to vote shares, including, without limitation, Sections 13.1-725 ET SEQ. and
Sections 13.1-728.1 ET SEQ. of the VSCA, (y) the Crestar Rights Agreement and
(z) any applicable provision of Crestar's articles of incorporation or bylaws
containing change of control or anti-takeover provisions. Crestar has (A) duly
entered into an appropriate amendment to the Crestar Rights Agreement and (B)
taken all other action necessary or appropriate so that the execution of this
Agreement, and the consummation of the transactions contemplated hereby
(including, without limitation, the Merger) do not and will not result in the
ability of any person to exercise any rights under the Crestar Rights Agreement
or enable or require the rights to separate from the shares of Crestar Common
Stock to which they are attached or to be triggered or become exercisable.

     4.20 VOTE REQUIRED. The affirmative vote of holders of more than
two-thirds of the outstanding shares of Crestar Common Stock entitled to vote
thereon is the only vote of the holders of any class or series of Crestar
capital stock necessary to approve this Agreement and the transactions
contemplated by the Agreement.

     4.21 MATERIAL INTERESTS OF CERTAIN PERSONS. Except as disclosed in
Crestar's Proxy Statement for its 1998 Annual Meeting of Shareholders or as set
forth in the Crestar Disclosure Letter, no officer or director of Crestar, or
any "associate" (as such


                                      A-20
<PAGE>

term is defined in Rule 14a-1 under the Exchange Act) of any such officer or
director, has any material interest in any material contract or property (real
or personal), tangible or intangible, used in or pertaining to the business of
Crestar or any Crestar Subsidiary.

   4.22 INTELLECTUAL PROPERTY.

     (a) Crestar and its subsidiaries own or have a valid license to use all
trademarks, service marks and trade names (including any registrations or
applications for registration of any of the foregoing) (collectively, the
"Crestar Intellectual Property") necessary to carry on its business
substantially as currently conducted, except for such Crestar Intellectual
Property the failure of which to own or validly license individually or in the
aggregate would not reasonably be expected to have a Material Adverse Effect.
Neither Crestar nor any such subsidiary has received any notice of infringement
of or conflict with, and, to Crestar's knowledge, there are no infringements of
or conflicts with, the rights of others with respect to the use of any Crestar
Intellectual Property that individually or in the aggregate, in either such
case, would reasonably be expected to have a Material Adverse Effect.

     (b) The consummation of the Merger and the other transactions contemplated
by this Agreement will not result in the loss by Crestar of any rights to use
computer and telecommunications software including source and object code and
documentation and any other media (including, without limitation, manuals,
journals and reference books) necessary to carry on its business substantially
as currently conducted and the loss of which would have a Material Adverse
Effect.

     (c) The computer software operated by Crestar which is material to the
conduct of its business is capable of providing or is being adapted to provide
uninterrupted millennium functionality to record, store, process and present
calendar dates falling on or after January 1, 2000 in substantially the same
manner and with the same functionality as such software records, stores,
processes and presents such calendar dates falling on or before December 31,
1999, except as would not have a Material Adverse Effect. None of Crestar or
any of its subsidiaries has received, or reasonably expects to receive, a "Year
2000 Deficiency Notification Letter" (as such term is employed in the Federal
Reserve's Supervision and Regulation Letter No. SR 98-3(SUP), dated March 4,
1998). Crestar has disclosed to SunTrust a complete and accurate copy of
Crestar's plan for addressing the issues set forth in the statements of the
Federal Financial Institutions Examination Council, dated May 5, 1997, entitled
"Year 2000 Project Management Awareness," and December 1997, entitled "Safety
and Soundness Guidelines Concerning the Year 2000 Business Risk," as such
issues affect Crestar and its subsidiaries. The costs of the adaptions and
compliance referred to in this Section 4.22(c) will not have a Material Adverse
Effect.

     4.23 INTEREST RATE RISK MANAGEMENT INSTRUMENTS. Except as would not
reasonably be expected to have a Material Adverse Effect, all interest rate
swaps, caps, floors and option agreements and other interest rate risk
management arrangements, whether entered into for the account of Crestar or for
the account of a customer of Crestar or of one of Crestar's subsidiaries, were
entered into in the ordinary course of business and, to Crestar's knowledge, in
accordance with prudent banking practices and applicable rules, regulations and
policies of any Governmental Entity and with counterparties believed to be
financially responsible at the time and are legal, valid and binding
obligations of Crestar or one of its subsidiaries enforceable in accordance
with their terms (except as may be limited by bankruptcy, insolvency,
moratorium, reorganization or similar laws affecting the rights of creditors
generally and the availability of equitable remedies), and are in full force
and effect. Except as would not reasonably be expected to have a Material
Adverse Effect, Crestar and each of Crestar's subsidiaries have duly performed
all of their obligations thereunder to the extent that such obligations to
perform have accrued, and, to Crestar's knowledge, there are no breaches,
violations or defaults or allegations or assertions of such by any party
thereunder.

     4.24 INSURANCE. Except as would not reasonably be expected to have a
Material Adverse Effect, Crestar and Crestar's subsidiaries have in effect
insurance coverage with reputable insurers which, in respect of amounts,
premiums, types and risks insured, constitutes reasonably adequate coverage
against all risks customarily insured against by bank holding companies and
their subsidiaries comparable in size and operations to Crestar and Crestar's
subsidiaries.

     4.25 ENVIRONMENTAL MATTERS. (a) Neither Crestar nor any of its
subsidiaries is in violation of or has any liability, absolute or contingent,
in connection with or under any Environmental Law, except any such violations
or liabilities which would not reasonably be expected, individually or in the
aggregate, to have a Material Adverse Effect; (b) none of the Loan Portfolio
Properties, Trust Properties and Other Properties of Crestar or its
subsidiaries is in violation of or has any liability, absolute or contingent,
under any Environmental Law, except any such violations or liabilities which,
individually or in the aggregate would not have a Material Adverse Effect; and
(c) to the best of Crestar's knowledge, there are no actions, suits, demands,
notices, claims, investigations or proceedings pending or threatened relating
to any Loan Portfolio Properties, Trust Properties and Other Properties
including, without limitation any notices, demand letters or requests for
information from any federal or state environmental agency relating to any such
liability under or violation of Environmental Law, which would impose


                                      A-21
<PAGE>

a liability upon Crestar or its subsidiaries pursuant to any Environmental Law,
except such as would not, individually or in the aggregate, have a Material
Adverse Effect.

     4.26 RESCISSION OF REPURCHASES. All share repurchase programs previously
authorized by the Board of Directors of Crestar, except to the extent that
Crestar is advised by the Commission that such purchases would not adversely
affect the ability of SunTrust and Crestar to account for the Merger as a
"pooling of interests" for accounting purposes, have been revoked by resolution
duly adopted on or prior to the date hereof.

     4.27 DISCLOSURE LETTER. Prior to the execution and delivery of this
Agreement, Crestar has delivered to SunTrust a schedule (the "Crestar
Disclosure Letter") setting forth, among other things, items the disclosure of
which is necessary or appropriate either in response to an express disclosure
requirement contained in a provision hereof or as an exception to Crestar's
representations or warranties contained in Article IV or to Crestar's covenants
contained in Article V; PROVIDED, HOWEVER, that notwithstanding anything in
this Agreement to the contrary the mere inclusion of an item in the Crestar
Disclosure Letter as an exception to a representation or warranty shall not be
deemed an admission by a party that such item represents a material exception
or material fact, event or circumstance or that such item has had or would have
a Material Adverse Effect (as defined herein) with respect to Crestar.


                                   ARTICLE V
                                   COVENANTS

     5.1 ACQUISITION PROPOSALS. Crestar shall not, nor shall it permit any
Crestar Subsidiary to, nor shall it authorize or permit any officer, director
or employee of, or any investment banker, attorney or other advisor or
representative or agent of, Crestar or any Crestar Subsidiary to, directly or
indirectly, (i) solicit, initiate, encourage or facilitate the submission of
any proposal relating to or involving an Acquisition Transaction (as
hereinafter defined) or (ii) enter into, encourage or facilitate any
discussions or negotiations regarding, or furnish to any person any information
with respect to, or take any other action to encourage or facilitate any
inquiries or the making of any proposal that constitutes, or may reasonably be
expected to lead to, or constitute an effort to facilitate, any proposal
relating to or involving an Acquisition Transaction; PROVIDED, HOWEVER, that
nothing contained in this Section 5.1 shall prohibit the Board of Directors of
Crestar from furnishing information to, or entering into discussions or
negotiations with, any person or entity that makes an unsolicited, written BONA
FIDE proposal regarding an Acquisition Transaction if, and only to the extent
that (A) the Board of Directors of Crestar concludes in good faith, after
consultation with and based upon the advice of outside counsel, that it is
required to furnish such information or enter into such discussions or
negotiations in order to comply with its fiduciary duties to shareholders under
applicable law, (B) prior to taking such action, Crestar receives from such
person or entity an executed confidentiality agreement and an executed
standstill agreement, each in reasonably customary form (provided that such
agreement is at least as limiting as any such agreement between SunTrust and
Crestar), and (C) the Board of Directors of Crestar concludes in good faith
that the proposal regarding the Acquisition Transaction contains an offer of
consideration that is superior to the consideration set forth herein.
Notwithstanding anything in this Agreement to the contrary, Crestar shall (i)
immediately advise SunTrust orally and in writing of (A) the receipt by it (or
any of the other entities or persons referred to above) of any proposal
regarding an Acquisition Transaction, or any inquiry which could reasonably be
expected to lead to any such proposal, (B) the material terms and conditions of
such proposal or inquiry (whether written or oral), and (C) the identity of the
person making any such proposal or inquiry, (ii) keep SunTrust fully informed
of the status and details of any such proposal or inquiry, and (iii) negotiate
in good faith with SunTrust to make such adjustments in the terms and
conditions of this Agreement as would enable Crestar to proceed with the
transactions contemplated herein on such adjusted terms. Without limiting the
foregoing, it is understood that any violation of the restrictions set forth in
the first sentence of this Section 5.1 by any officer or director of Crestar or
any Crestar Subsidiary or any investment banker, attorney or other advisor,
representative or agent of Crestar or any Crestar Subsidiary, acting on behalf
of or at the request of the Board of Directors of Crestar, shall be deemed to
be a breach of this Section 5.1 by Crestar. Crestar shall immediately terminate
and cease any and all discussions, negotiations and/or contacts with any other
person or entity which may exist relating to or involving an Acquisition
Transaction. For purposes of this Agreement, "Acquisition Transaction" means
any merger, consolidation, share exchange, joint venture, business combination
or similar transaction involving Crestar or any Crestar Subsidiary, or any
purchase of all or any material portion of the assets of Crestar or any Crestar
Subsidiary.

     5.2 INTERIM OPERATIONS OF CRESTAR. During the period from the date of this
Agreement to the Effective Time, except as specifically contemplated by this
Agreement or the Crestar Option Agreement, set forth in the Crestar Disclosure
Letter or as otherwise approved expressly in writing by SunTrust:


                                      A-22
<PAGE>

     (a) Crestar shall, and shall cause each of the Crestar Subsidiaries to,
conduct their respective businesses only in, and not take any action except in,
the ordinary course of business consistent with past practice. Crestar shall
use all commercially reasonable efforts to preserve intact the business
organization of Crestar and each of the Crestar Subsidiaries, to keep available
the services of its and their present key officers and employees and to
preserve the goodwill of those having business relationships with Crestar or
the Crestar Subsidiaries. Other than in the ordinary course of business
consistent with past practice, Crestar shall not (i) incur any indebtedness for
borrowed money (it being understood and agreed that incurrence of indebtedness
in the ordinary course of business shall include, without limitation, the
creation of deposit liabilities, purchases of federal funds, borrowings
pursuant to existing lines of credit, sales of certificates of deposit and
entering into repurchase agreements), (ii) assume, guarantee, endorse or
otherwise as an accommodation become responsible for the obligations of any
other individual, corporation or other entity, or (iii) make any loan or
advance.

     (b) Crestar shall not and shall not permit any Crestar Subsidiary to make
any change or amendment to their respective articles of incorporation or bylaws
(or comparable governing instruments) in a manner that would materially and
adversely affect either party's ability to consummate the Merger or the
economic benefits of the Merger to either party.

     (c) Crestar shall not, and shall not permit any Crestar Subsidiary to,
issue or sell any shares of capital stock or any other securities of any of
them (other than (i) pursuant to outstanding exercisable stock options granted
pursuant to one of the Crestar Option Plans or pursuant to outstanding
exercisable stock awards reflected in the Crestar Disclosure Letter, (ii)
pursuant to the Crestar Rights Agreement, (iii) pursuant to the terms of 401(k)
plans of Crestar and any Crestar Subsidiary in effect as of the date hereof, or
(iv) pursuant to the Crestar Dividend Reinvestment Plan) or issue any
securities convertible into or exchangeable for, or options, warrants to
purchase, scrip, rights to subscribe for, calls or commitments of any character
whatsoever relating to, or enter into any contract, understanding or
arrangement with respect to the issuance of, any shares of capital stock or any
other securities of any of them (other than pursuant to the Crestar Option
Plans) or enter into any arrangement or contract with respect to the purchase
or voting of shares of their capital stock, or adjust, split, combine or
reclassify any of their capital stock or other securities or make any other
changes in their capital structures. Neither Crestar nor any Crestar
Subsidiaries shall grant any additional stock options, except for stock option
grants made in accordance with existing elections by participants in the
Crestar Option Plans.

     (d) Crestar shall not, and shall not permit any Crestar Subsidiary to,
declare, set aside, pay or make any dividend or other distribution or payment
(whether in cash, stock or property) with respect to, or purchase or redeem,
any shares of the capital stock of any of them other than (a) regular quarterly
cash dividends in an amount not to exceed $0.33 per share of Crestar Common
Stock payable on the regular historical payment dates and (b) dividends paid by
any Crestar Subsidiary to Crestar or another Crestar Subsidiary with respect to
its capital stock between the date hereof and the Effective Time.

     (e) Crestar shall not, and shall not permit any Crestar Subsidiary to,
acquire or agree to acquire by merging or consolidating with, or by purchasing
a substantial portion of the assets of, or by any other manner, any business or
any person.

     (f) Crestar shall not, and shall not permit any Crestar Subsidiary to,
sell, lease, license, mortgage or otherwise encumber or subject to any lien or
otherwise dispose of a material amount of its properties or assets (including
securitizations), other than in the ordinary course of business consistent with
past practice.

     (g) Except as set forth in the Crestar Disclosure Letter or as otherwise
provided in this Agreement, Crestar shall not, and shall not permit any Crestar
Subsidiary to, adopt or amend (except as required by law or other contractual
obligations existing on the date hereof) any bonus, profit sharing,
compensation, severance, termination, stock option, pension, retirement,
deferred compensation, employment or other employee benefit agreements, trusts,
plans, funds or other arrangements for the benefit or welfare of any director,
officer or employee, or (except for normal merit increases in the ordinary
course of business consistent with past practice) increase the compensation or
fringe benefits of any director, officer or employee or pay any benefit not
required by any existing plan, agreement or arrangement (including, without
limitation, the granting of stock options or stock appreciation rights) or take
any action or grant any benefit not required under the terms of any existing
agreements, trusts, plans, funds or other such arrangements or enter into any
contract, agreement, commitment or arrangement to do any of the foregoing;
PROVIDED, HOWEVER, that nothing contained herein shall prohibit Crestar from
conclusively determining the earned amount of any bonuses under Crestar's bonus
plans in respect of calendar year 1998, based on Crestar's annualized
performance through the Effective Time (determined without regard to the costs
incurred in connection with the transactions contemplated by this Agreement),
such bonuses to be paid in accordance with Crestar's past practice. SunTrust
hereby agrees that any Crestar Employee (as hereinafter defined) who is
involuntarily terminated from employment following the Effective Time shall be
paid any bonus payable in respect of 1998 in accordance with the preceding
sentence. Crestar shall appoint one individual at its discretion and one
individual at SunTrust's direction to serve jointly, as the Administrator of
Crestar's Executive Severance Plan.


                                      A-23
<PAGE>

     (h) At the request of SunTrust, Crestar will modify and change its loan,
litigation, real estate valuation, asset, liquidity and investment portfolio
policies and practices (including loan classifications and level of reserves)
prior to the Effective Time so as to be consistent on a mutually satisfactory
basis with those of SunTrust and generally accepted accounting principles, at
the earlier of (i) such time within seven days prior to the Effective Time as
SunTrust acknowledges in writing that all conditions to its obligations to
consummate the Merger set forth in Sections 7.1 and 7.3 have been waived or
satisfied if the Merger were to be consummated on such date or (ii) immediately
prior to the Effective Time.

     (i) Crestar shall not, and shall not permit any Crestar Subsidiary to,
authorize, or commit or agree to take, any of the actions set forth in clauses
(a) through (g) of this Section 5.2.

     5.3 INTERIM OPERATIONS OF SUNTRUST. During the period from the date of
this Agreement to the Effective Time, without the prior written consent of
Crestar, SunTrust will not declare or pay any extraordinary or special dividend
on the SunTrust Common Stock or take any action that would (a) materially delay
or adversely affect the ability of SunTrust to obtain any approvals of
Governmental Entities required to permit consummation of the Merger or (b)
materially adversely affect its ability to perform its obligations under this
Agreement or to consummate the transactions contemplated hereby.

     5.4 COORDINATION OF DIVIDENDS. Subject to Section 5.16, each of SunTrust
and Crestar shall coordinate with the other regarding the declaration and
payment of dividends in respect of the SunTrust Common Stock and the Crestar
Common Stock and the record dates and payment dates relating thereto, it being
the intention of SunTrust and Crestar that any holder of SunTrust Common Stock
or Crestar Common Stock shall not receive two dividends, or fail to receive one
dividend, for any single calendar quarter with respect to its shares of
SunTrust Common Stock and/or shares of Crestar Common Stock, including shares
of SunTrust Common Stock that a holder receives in exchange for shares of
Crestar Common Stock pursuant to the Merger.

   5.5 EMPLOYEE MATTERS.

     (a) The Surviving Corporation and SunTrust shall assume, honor, maintain
and perform on and after the Effective Time, without deduction, counterclaims,
interruptions or deferment (other than withholding under applicable law), all
vested benefits of any person under all Crestar Employee Plans in accordance
with the terms of such plans. Without limiting the generality of the foregoing,
as of the Effective Time, SunTrust shall assume and honor and shall cause the
Surviving Corporation to assume and to honor in accordance with their terms all
employment, severance and other compensation agreements and arrangements
existing prior to the execution of this Agreement which are between Crestar or
any Crestar Subsidiary and any director, officer or employee thereof (each an
"Executive Agreement") except as otherwise expressly agreed between SunTrust
and such person. SunTrust and Crestar hereby agree that the execution of this
Agreement or the consummation of the Merger shall constitute a "Change in
Control" for purposes of any Executive Agreement and all other Crestar Employee
Plans, as is provided for under the terms of such plan.

     (b) For purposes of all employee benefit plans, programs or arrangements
maintained or contributed to by SunTrust or the Surviving Corporation, SunTrust
shall credit and cause the Surviving Corporation to credit employees of Crestar
and the Crestar Subsidiaries as of the Effective Time ("Crestar Employees")
with all service with Crestar or any Crestar Subsidiary for purposes of
eligibility and vesting as if such service, and compensation therefrom, had
been performed for SunTrust. From and after the Effective Time, SunTrust shall,
and shall cause the Surviving Corporation to, cause any and all pre-existing
condition limitations under any health plans to be waived with respect to
Crestar Employees and their eligible dependents to the extent that such
conditions were covered by Crestar's health plans. To the extent that any
Crestar Employee and their eligible dependents have, before the Effective Time,
satisfied in whole or in part any annual deductible or paid any out of pocket
or co-payment expenses under the applicable plan of Crestar, SunTrust shall
credit such individual therefor under the corresponding plan of SunTrust or
Surviving Corporation in which such individual participates after the Effective
Time. A Crestar Employee who is eligible for a specific period of paid vacation
at the Effective Time under Crestar's standard vacation policy shall remain
eligible for that period of paid vacation after the Effective Time.

     (c) Except as otherwise provided herein or in the Crestar Disclosure
Letter, SunTrust shall, and shall cause the Surviving Corporation to maintain,
the Crestar Employee Plans at least through December 31, 1998. SunTrust for
1999 will provide the Crestar Employees with benefits under SunTrust's employee
benefit plans or Crestar's employee benefit plans, or a combination of such
plans, which will (in SunTrust's judgment) be no less favorable in the
aggregate to Crestar Employees than the benefits provided at the Effective Time
to Covered Employees generally. Thereafter, Crestar Employees shall participate
in such employee benefit plans, or combination of plans, of SunTrust as
determined by a committee which will be formed as soon as practicable after the
date hereof by SunTrust and Crestar, which committee shall make recommendations
to the current Chief Executive Officers of SunTrust and Crestar.


                                      A-24
<PAGE>

     (d) SunTrust shall, and shall cause the Surviving Corporation to, maintain
without adverse amendment Crestar's deferred compensation plans with respect to
(A) any amounts deferred as of the date hereof and (B) amounts with respect to
which deferral elections are in place as of the date hereof and relate to
bonuses paid to or to be paid in respect of 1997 and 1998. SunTrust further
agrees to permit the deferral of any bonus amounts paid in respect of calendar
years 1997 and 1998 and to take no action with respect to amounts deferred
during such years which would prevent such amounts from becoming entitled to
the most favorable interest rates provided in such deferred compensation plans,
notwithstanding the occurrence of a Change of Control for purposes of Crestar's
various bonus and production incentive plans. SunTrust hereby agrees that any
deferral elections made prior to the date hereof by any Crestar Employee
pursuant to the deferred compensation plans shall be honored notwithstanding
(i) the involuntary termination of any such Crestar Employee's employment as of
or following the Effective Time (other than for cause) or (ii) in the case of
those Crestar Employees who are parties to an Executive Agreement, the
termination of any such Crestar Employee's employment for Good Reason (as
defined in such Executive Agreement) as of or following the Effective Time.

     (e) SunTrust acknowledges and agrees that, immediately prior to the
Effective Time, Crestar may make payment in shares of Crestar Common Stock (net
of applicable withholding taxes) in settlement of all awards under Crestar's
Value Share II and Value Share III plans in accordance with the terms of
Crestar's 1993 Stock Incentive Plan and any related agreements, including any
Incentive Award Agreement relating to such awards.

     (f) SunTrust's obligations under the first and second sentences in Section
5.5(a) (and any related provisions of the Crestar Disclosure Letter) are
intended to be for the benefit of, and shall be enforceable by, any Crestar
Employee to which such obligations relate.

     5.6 ACCESS AND INFORMATION. Upon reasonable notice, each of the parties
shall (and shall cause each of the parties' subsidiaries to) afford to the
other parties and their representatives (including, without limitation,
directors, officers and employees of the parties and their affiliates, and
counsel, accountants and other professionals retained) such access during
normal business hours throughout the period prior to the Effective Time to the
books, records (including, without limitation, tax returns and work papers of
independent auditors), properties, personnel of such party and its subsidiaries
and to such other information as any party may reasonably request; PROVIDED,
HOWEVER, that no party shall be required to provide access to any such
information if the providing of such access (i) would be reasonably likely, in
the written opinion of counsel, to result in the loss or impairment of any
privilege generally recognized under law with respect to such information or
(ii) would be precluded by any law, ordinance, regulation, judgment, order,
decree, license or permit of any Governmental Entity. The parties hereto will
use reasonable efforts to make appropriate substitute disclosure arrangements
under circumstances in which the restrictions of the preceding sentences apply.
All information furnished by one party to any of the others in connection with
this Agreement or the transactions contemplated hereby shall be kept
confidential by such other party in accordance with the terms of the
Confidentiality Agreement dated July 17, 1998, between SunTrust and Crestar
(the "Confidentiality Agreement").

     5.7 CERTAIN FILINGS, CONSENTS AND ARRANGEMENTS. The parties hereto shall
cooperate with each other and use their commercially reasonable efforts to
promptly prepare and file all necessary documentation, to effect all
applications, notices, petitions and filings, and to obtain as promptly as
practicable all permits, consents, approvals and authorizations of all third
parties and Governmental Entities which are necessary or advisable to
consummate the transactions contemplated by this Agreement (including without
limitation the Merger). Crestar and SunTrust shall have the right to review in
advance, and to the extent practicable each will consult the other on, in each
case subject to applicable laws relating to the exchange of information, all
the information relating to Crestar or SunTrust, as the case may be, and any of
their respective Subsidiaries, which appears in any filing made with, or
written materials submitted to, any third party or any Governmental Entity in
connection with the transactions contemplated by this Agreement. In exercising
the foregoing right, each of the parties hereto shall act reasonably and as
promptly as practicable. The parties hereto agree that they will consult with
each other with respect to the obtaining of all permits, consents, approvals
and authorizations of all third parties and Governmental Entities necessary or
advisable to consummate the transactions contemplated by this Agreement and
each party will keep the other apprised of the status of matters relating to
completion of the transactions contemplated herein. SunTrust and Crestar shall
promptly furnish each other with copies of written communications received by
SunTrust or Crestar, as the case may be, or any of their respective
Subsidiaries, affiliates or associates from, or delivered by any of the
foregoing to, any Governmental Entity in respect of the transactions
contemplated hereby.

     5.8 STATE TAKEOVER STATUTES. Crestar shall take all reasonable steps to
(i) exempt Crestar and the Merger from the requirements of any state takeover
law by action of Crestar's Board of Directors or otherwise and (ii) upon the
request of SunTrust, assist in any challenge by SunTrust to the applicability
to the Merger of any state takeover law.


                                      A-25
<PAGE>

     5.9 INDEMNIFICATION AND INSURANCE.

     (a) From and after the Effective Time, SunTrust shall indemnify, defend
and hold harmless the present and former directors and officers of Crestar and
the Crestar Subsidiaries (each, an "Indemnified Party") against all costs or
expenses (including reasonable attorneys' fees), judgments, fines, losses,
claims, damages or liabilities (collectively, "Costs") incurred in connection
with any claim, action, suit, proceeding or investigation, whether civil,
criminal, administrative or investigative, arising out of actions or omissions
occurring at or prior to the Effective Time, which is based upon or relates to
such Indemnified Party's capacity as a director or officer, to the fullest
extent that such persons are permitted to be indemnified under the VSCA or
Crestar's Articles of Incorporation and Bylaws as in effect on the date hereof.
In the event of any such threatened or actual claim, action, suit, proceeding
or investigation (whether asserted or arising before or after the Effective
Time), the Indemnified Parties may retain counsel reasonably satisfactory to
them and to SunTrust; PROVIDED, HOWEVER, that (1) SunTrust shall have the right
to assume the defense thereof and upon such assumption SunTrust shall not be
liable to any Indemnified Party for any legal expenses of other counsel or any
other expenses subsequently incurred by any Indemnified Party in connection
with the defense thereof, except that if SunTrust elects not to assume such
defense, or counsel for the Indemnified Parties reasonably advises the
Indemnified Parties that there are issues which raise conflicts of interest
between SunTrust and the Indemnified Parties, the Indemnified Parties may
retain counsel reasonably satisfactory to them and to SunTrust, and SunTrust
shall pay the reasonable fees and expenses of such counsel for the Indemnified
Parties, (2) SunTrust shall in all cases be obligated pursuant to this Section
5.9(a) to pay for only one firm of counsel for all Indemnified Parties, and (3)
SunTrust shall not be liable for any settlement effected without its prior
written consent (which consent shall not be unreasonably withheld). Any
Indemnified Party wishing to claim indemnification under this Section 5.9, upon
learning of any such claim, action, suit, proceeding or investigation, shall
promptly notify SunTrust thereof, provided that the failure to so notify shall
not affect the obligation of SunTrust under this Section 5.9 except to the
extent such failure to notify materially prejudices SunTrust. SunTrust's
obligations under this Section 5.9(a) shall continue in full force and effect
for a period of six years after the Effective Time; provided that all rights to
indemnification in respect of any claim, action, suit, proceeding or
investigation made, asserted or commenced within such six year period shall
continue until the final disposition of such claim, action, suit, proceeding or
investigation.

     (b) SunTrust shall cause the persons serving as officers and directors of
Crestar immediately prior to the Effective Time to be covered for a period of
six years from the Effective Time by the directors' and officers' liability
insurance policy maintained by Crestar (provided that SunTrust may substitute
therefor policies of at least the same coverage and amounts containing terms
and conditions which are not less advantageous than such policy) with respect
to acts or omissions occurring prior to the Effective Time which were committed
by such officers and directors in their capacity as such; provided, however,
that in no event shall SunTrust be required to expend on any annual basis more
than 200% of the current amount expended by Crestar (the "Insurance Amount") to
maintain or procure insurance coverage, and further provided that if SunTrust
is unable to maintain or obtain the insurance called for by this Section
5.9(b), SunTrust shall use all reasonable efforts to obtain as much comparable
insurance as is available for the Insurance Amount.

     (c) In the event SunTrust or any of its successors or assigns (i)
consolidates with or merges into any other person and shall not be the
continuing or surviving corporation or entity of such consolidation or merger,
or (ii) transfers or conveys all or substantially all of its properties and
assets to any person, then, and in each such case, to the extent necessary,
proper provision shall be made so that the successors and assigns of SunTrust
assume the obligations set forth in this section.

     (d) The provisions of this Section 5.9 are intended to be for the benefit
of, and shall be enforceable by, each Indemnified Party and his or her heirs
and representatives.

     5.10 ADDITIONAL AGREEMENTS. Subject to the terms and conditions herein
provided, each of the parties hereto agrees to use its commercially reasonable
efforts to take promptly, or cause to be taken promptly, all actions and to do
promptly, or cause to be done promptly, all things necessary, proper or
advisable under applicable laws and regulations to consummate and make
effective as promptly as practicable the transactions contemplated by this
Agreement, including using its commercially reasonable efforts to obtain all
necessary actions or non-actions, extensions, waivers, consents and approvals
from all applicable Governmental Entities, effecting all necessary
registrations, applications and filings (including, without limitation, filings
under any applicable state securities laws) and obtaining any required
contractual consents and regulatory approvals.

     5.11 PUBLICITY. The initial press release announcing this Agreement shall
be a joint press release and thereafter Crestar and SunTrust shall consult with
each other in issuing any press releases or otherwise making public statements
with respect to the transactions contemplated hereby and in making any filings
with any Governmental Entity or with any national securities exchange with
respect thereto.


                                      A-26
<PAGE>

     5.12 PREPARATION OF THE REGISTRATION STATEMENT AND THE PROXY STATEMENT;
SHAREHOLDER'S MEETINGS.

     (a) As soon as practicable following the date of this Agreement, SunTrust
and Crestar shall prepare and file with the Commission the Proxy Statement and
SunTrust shall prepare and file with the Commission the Registration Statement,
in which the Proxy Statement will be included as a prospectus. Each of Crestar
and SunTrust shall use all commercially reasonable efforts to have the
Registration Statement declared effective under the Securities Act as promptly
as practicable after such filing. Crestar shall use all commercially reasonable
efforts to cause the Proxy Statement to be mailed to Crestar's shareholders,
and SunTrust shall use all commercially reasonable efforts to cause the Proxy
Statement to be mailed to SunTrust's shareholders, in each case as promptly as
practicable after the Registration Statement is declared effective under the
Securities Act. SunTrust shall also take any action (other than qualifying to
do business in any jurisdiction in which it is not now so qualified or to file
a general consent to service of process) required to be taken under any
applicable state securities laws in connection with the issuance of SunTrust
Common Stock in the Merger and Crestar shall furnish SunTrust all information
concerning Crestar and the holders of its capital stock and shall take any
action as SunTrust may reasonably request in connection with any such action.
If at any time prior to the Effective Time any information relating to Crestar,
or any of its affiliates, officers or directors, should be discovered by
Crestar which should be set forth in an amendment or supplement to any of the
Registration Statement or the Proxy Statement, so that any of such documents
would not include any misstatement of a material fact or omit to state any
material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, Crestar shall
promptly notify SunTrust and Crestar shall cooperate in the filing of any
appropriate amendment or supplement describing such information with the
Commission and, to the extent required, any dissemination thereof to the
shareholders of Crestar and SunTrust.

     (b) SunTrust shall, as soon as practicable following the date of this
Agreement, duly call, give notice of, convene and hold a meeting of its
shareholders (the "SunTrust Meeting") for the purpose of approving this
Agreement and shall, through its Board of Directors, recommend to its
shareholders the approval and adoption of this Agreement, the Merger and the
other transactions contemplated hereby.

     (c) Crestar shall, as soon as practicable following the date of this
Agreement, duly call, give notice of, convene and hold a meeting of its
shareholders (the "Crestar Meeting") for the purpose of approving this
Agreement and the Board of Directors of Crestar shall recommend to its
shareholders the approval and adoption of this Agreement, the Merger and the
other transactions contemplated hereby, shall use all reasonable efforts to
solicit such approval and adoption and shall not recommend or present for
shareholder consideration in any manner any other Acquisition Transaction,
tender offer or exchange offer for 20% or more of the outstanding securities of
Crestar, or a transaction contemplating the sale of any material Crestar
Subsidiary or Subsidiaries, or any material assets of Crestar or a Crestar
Subsidiary or Subsidiaries; PROVIDED, HOWEVER, that nothing in this Section
5.12(c) shall prohibit the Board of Directors of Crestar from withdrawing or
modifying in a manner adverse to SunTrust its recommendation to the
shareholders or recommending any other Acquisition Transaction or any other
such transaction described in the foregoing clause if Crestar is not in breach
of, and has not breached, any of the provisions of Section 5.1, Crestar
receives an unsolicited, written BONA FIDE proposal regarding an Acquisition
Transaction, and as a result of such proposal (A) the Board of Directors of
Crestar concludes in good faith that it is required to take such action, but
only after consultation with outside counsel and only if such outside counsel
concludes and advises the Board that the failure to take such action would
result in a substantial risk that the Board of Directors would violate any
fiduciary duties of the Crestar Board to Crestar shareholders under applicable
law, and (B) the proposal regarding the Acquisition Transaction contains an
offer of consideration that is superior to the consideration set forth herein.

     (d) Crestar and SunTrust shall use all commercially reasonable efforts to
hold the Crestar Meeting and the SunTrust Meeting on the same date and as soon
as practicable after the date hereof.

     5.13 SECURITIES ACT; POOLING-OF-INTERESTS.

     (a) Prior to the Effective Time, each of SunTrust and Crestar shall
identify to the other all persons who were, at the time of the SunTrust Meeting
or the Crestar Meeting, as the case may be, "affiliates" of such party as that
term is used in paragraphs (c) and (d) of Rule 145 under the Securities Act
(including at a minimum, all those persons subject to the reporting
requirements of Rule 16(a) under the Exchange Act) and for purposes of
qualifying for "pooling-of-interests" accounting treatment (the "Affiliates").

     (b) Each of SunTrust and Crestar shall obtain a written agreement in the
form of EXHIBIT C and EXHIBIT D, respectively, from each person who is
identified as an Affiliate of such party pursuant to clause (a) above. Each of
SunTrust and Crestar shall deliver such written agreements to the other party
no later than 30 days prior to the Effective Time.


                                      A-27
<PAGE>

     5.14 STOCK EXCHANGE LISTINGS. SunTrust shall use all commercially
reasonable efforts to list on the New York Stock Exchange, upon official notice
of issuance, the SunTrust Common Stock to be issued pursuant to the Merger.

     5.15 SHAREHOLDER LITIGATION. Each of Crestar and SunTrust shall give the
other the reasonable opportunity to participate in the defense of any
shareholder litigation against Crestar or SunTrust, as applicable, and its
directors relating to the transactions contemplated by this Agreement.

     5.16 POOLING-OF-INTERESTS AND TAX-FREE REORGANIZATION TREATMENT. Neither
SunTrust nor Crestar shall knowingly take or cause to be taken any action,
whether before or after the Effective Time, which would disqualify the Merger
as a "pooling of interests" for accounting purposes or as a "reorganization"
within the meaning of Section 368 of the Code.

     5.17 LETTERS OF ACCOUNTANTS.

     (a) SunTrust shall use all commercially reasonable efforts to cause to be
delivered to Crestar two letters from SunTrust's independent accountants, one
dated a date within two business days before the date on which the Registration
Statement shall become effective and one dated a date within two business days
before the Closing Date, each addressed to Crestar, in form and substance
reasonably satisfactory to Crestar and customary in scope and substance for
comfort letters delivered by independent public accountants in connection with
registration statements similar to the Registration Statement.

     (b) SunTrust shall use all commercially reasonable efforts to cause to be
delivered to Crestar and Crestar's independent accountants two letters from
SunTrust's independent accountants addressed to Crestar and SunTrust, one dated
as of the date the Registration Statement is effective and one dated as of the
Closing Date, in each case stating that accounting for the Merger as a pooling
of interests under Opinion 16 of the Accounting Principles Board and applicable
Commission rules and regulations is appropriate if the Merger is closed and
consummated in accordance with this Agreement.

     (c) Crestar shall use all commercially reasonable efforts to cause to be
delivered to SunTrust two letters from Crestar's independent accountants, one
dated a date within two business days before the date on which the Registration
Statement shall become effective and one dated a date within two business days
before the Closing Date, each addressed to SunTrust, in form and substance
reasonably satisfactory to SunTrust and customary in scope and substance for
comfort letters delivered by independent public accountants in connection with
registration statements similar to the Registration Statement.

     (d) Crestar shall use all commercially reasonable efforts to cause to be
delivered to SunTrust and SunTrust's independent accountants two letters from
Crestar's independent accountants addressed to SunTrust and Crestar, one dated
as of the date the Registration Statement is effective and one dated as of the
Closing Date, in each case stating that accounting for the Merger as a pooling
of interests under Opinion 16 of the Accounting Principles Board and applicable
Commission rules and regulations is appropriate if the Merger is closed and
consummated in accordance with this Agreement.

     5.18 EXPENSES. Except as otherwise provided in Section 8.2, each party
shall bear all expenses incurred by it in connection with this Agreement and
the transactions contemplated hereby, except that printing expenses and
commission filing and registration fees shall be shared equally between Crestar
and SunTrust.

     5.19 ADVERSE ACTION. From the date hereof until the Effective Time, except
as expressly contemplated by this Agreement, neither party will, without the
written consent of the other party (which consent will not be unreasonably
withheld or delayed) knowingly take any action that would, or would be
reasonably likely to result in (a) any of its representations and warranties
set forth in the Agreement being or becoming untrue in any material respect,
(b) any of the conditions to the Merger set forth in Article VII not being
satisfied or (c) a material violation of any provision of the Agreement except,
in each case, as may be required by applicable law.

     5.20 STANDSTILL AGREEMENTS; CONFIDENTIALITY AGREEMENTS. During the period
from the date of this Agreement through the Effective Time, neither Crestar nor
SunTrust shall terminate, amend, modify or waive any provision of any
confidentiality or standstill agreement to which it or any of its respective
subsidiaries is a party (other than the Confidentiality Agreement). During such
period, Crestar or SunTrust, as the case may be, shall enforce, to the fullest
extent permitted under applicable law, the provisions of any such agreement,
including by obtaining injunctions to prevent any breaches of such agreements
and to enforce specifically the terms and provisions thereof in any court
having jurisdiction.

     5.21 ISSUANCE OF TREASURY SHARES. SunTrust shall use all commercially
reasonable efforts to reissue the requisite number of shares of SunTrust Common
Stock held as treasury stock as of the date of this Agreement so that the
Merger will not fail to qualify for pooling of interests accounting treatment
by virtue of the number of shares of SunTrust Common Stock held in the SunTrust
treasury.


                                      A-28
<PAGE>

     5.22 REDEMPTION OF SECURITIES. Prior to the Effective Time, to the extent
not prohibited by the terms of such securities, Crestar shall redeem or tender
for, or cause to be redeemed or tendered for, such outstanding securities of
Crestar (other than Crestar Common Stock) or any Crestar Subsidiary as SunTrust
may reasonably request.


                                   ARTICLE VI
                                CLOSING MATTERS

     6.1 THE CLOSING. Subject to satisfaction or waiver of all conditions
precedent set forth in Article VII of this Agreement, the closing of the Merger
("Closing") shall take place at the offices of King & Spalding, 1185 Avenue of
the Americas, New York, New York, or at such other location mutually agreeable
to the parties and on a date ("Closing Date") which is on the third business
day after the later of:

     (a) the first date on which the Merger may be consummated in accordance
with the approvals of any Governmental Entities,

     (b) the date the required approvals of Crestar's shareholders and
SunTrust's shareholders have been obtained, or

     (c) such other date to which the parties agree in writing.

     If all conditions are determined to be satisfied in all material respects
(or are duly waived) at the Closing, the Closing shall be consummated by the
making of all necessary filings required by all Governmental Entities.

     6.2 DOCUMENTS AND CERTIFICATES. SunTrust and Crestar shall, on or prior to
Closing, execute and deliver all such instruments, documents or certificates as
may be necessary or advisable, on the advice of counsel, for the consummation
at the Closing of the transactions contemplated by this Agreement to occur as
soon as practicable.


                                  ARTICLE VII
                                   CONDITIONS

     7.1 CONDITIONS TO EACH PARTY'S OBLIGATIONS TO EFFECT THE MERGER. The
respective obligations of each party to effect the Merger shall be subject to
the fulfillment at or prior to the Effective Time of the following conditions:

     (a) The Merger shall have been approved and adopted by the requisite vote
of the holders of Crestar Common Stock and the issuance of SunTrust Common
Stock shall have been approved by the requisite vote of the holders of SunTrust
Common Stock.

     (b) The SunTrust Common Stock issuable in the Merger shall have been
authorized for listing on the New York Stock Exchange, upon official notice of
issuance.

     (c) All authorizations, consents, orders or approvals of, and all
expirations of waiting periods imposed by, any Governmental Entity
(collectively, "Consents") which are necessary for the consummation of the
Merger (other than immaterial Consents, the failure to obtain which would not
be materially adverse to the combined businesses of SunTrust, Crestar,
SunTrust's subsidiaries and the Crestar Subsidiaries taken as a whole) shall
have been obtained or shall have occurred and shall be in full force and effect
at the Effective Time; PROVIDED, HOWEVER, that none of the preceding Consents
shall be deemed obtained if it shall have imposed any condition or requirement
which would so materially and adversely impact the economic or business
benefits to SunTrust or Crestar of the transactions contemplated by this
Agreement that, had such condition or requirement been known, such party would
not, in its reasonable judgment, have entered into this Agreement.

     (d) The Registration Statement shall have become effective in accordance
with the provisions of the Securities Act. No stop order suspending the
effectiveness of the Registration Statement shall have been issued by the
Commission and remain in effect.

     (e) SunTrust and Crestar shall have received a letter, dated the date of
the Closing, from Arthur Andersen LLP or its successor, SunTrust's independent
accountants, and KPMG Peat Marwick LLP or its successor, Crestar's independent
accountants, each to the effect that, for financial reporting purposes, the
Merger qualifies for pooling-of-interests accounting treatment under generally
accepted accounting principles if consummated in accordance with this
Agreement.

     (f) No temporary restraining order, preliminary or permanent injunction or
other order by any federal or state court in the United States which prevents
the consummation of the Merger shall have been issued and remain in effect.


                                      A-29
<PAGE>

     7.2 CONDITIONS TO OBLIGATION OF CRESTAR TO EFFECT THE MERGER. The
obligation of Crestar to effect the Merger shall be subject to the fulfillment
or waiver at or prior to the Effective Time of the additional following
conditions:

     (a) SunTrust and Sub shall have performed in all material respects all
covenants contained in this Agreement required to be performed by each of them
at or prior to the Effective Time.

     (b) The representations and warranties of SunTrust contained in Article
III shall be true and correct when made and shall be true and correct as of the
Effective Time as if made at and as of such time, except as expressly
contemplated or permitted by this Agreement, except for representations and
warranties relating to a time or times other than the Effective Time which were
or will be true and correct at such time or times and except where the failure
or failures of such representations and warranties to be so true and correct,
individually or in the aggregate, does not result or would not result in a
Material Adverse Effect.

     (c) SunTrust shall have furnished Crestar a certificate dated the date of
the Closing, signed by the Chief Executive Officer and Chief Financial Officer
of SunTrust that the conditions set forth in Sections 7.2(a) and 7.2(b) have
been satisfied.

     (d) Skadden, Arps, Slate, Meagher & Flom LLP, counsel to Crestar, shall
have delivered to Crestar their opinion, dated on or about the date that is two
business days prior to the date the Proxy Statement is first mailed to the
shareholders of Crestar and the shareholders of SunTrust, and reaffirmed as of
the Closing Date, substantially to the effect that, on the basis of facts,
representations and assumptions set forth in such opinion which are consistent
with the state of facts existing at such time, the Merger will be treated for
federal income tax purposes as a reorganization within the meaning of Section
368(a) of the Code. In rendering such opinion, counsel may require and rely
upon representations contained in certificates of officers of Crestar,
SunTrust, and others, reasonably satisfactory in form and substance to such
counsel.

     7.3 CONDITIONS TO OBLIGATION OF SUNTRUST TO EFFECT THE MERGER. The
obligation of SunTrust to effect the Merger shall be subject to the fulfillment
or waiver at or prior to the Effective Time of the additional following
conditions:

     (a) Crestar shall have performed in all material respects its covenants
contained in this Agreement required to be performed at or prior to the
Effective Time.

     (b) The representations and warranties of Crestar contained in Article IV
shall be true and correct when made and shall be true and correct as of the
Effective Time as if made on and as of such time, except as expressly
contemplated or permitted by this Agreement, except for representations and
warranties relating to a time or times other than the Effective Time which were
or will be true and correct at such time or times and except where the failure
or failures of such representations and warranties to be so true and correct,
individually or in the aggregate, does not result or would not result in a
Material Adverse Effect.

     (c) Crestar shall have furnished SunTrust a certificate dated the date of
the Closing signed by the Chief Executive Officer and Chief Financial Officer
of Crestar that the conditions set forth in Sections 7.3(a) and 7.3(b) have
been satisfied.

     (d) King & Spalding, counsel to SunTrust, shall have delivered to SunTrust
their opinion, dated on or about the date that is two business days prior to
the date the Proxy Statement is first mailed to the shareholders of Crestar and
the shareholders of SunTrust, and reaffirmed as of the Closing Date,
substantially to the effect that, on the basis of facts, representations and
assumptions set forth in such opinion which are consistent with the state of
facts existing at such time, the Merger will be treated for federal income tax
purposes as a reorganization within the meaning of Section 368(a) of the Code.
In rendering such opinion, counsel may require and rely upon representations
contained in certificates of officers of Crestar, SunTrust, and others,
reasonably satisfactory in form and substance to such counsel.


                                  ARTICLE VIII
                                 MISCELLANEOUS

     8.1 TERMINATION. This Agreement may be terminated at any time prior to the
Effective Time, whether before or after approval by the shareholders of both
Crestar and SunTrust:

     (a) by mutual consent of the Board of Directors of SunTrust and the Board
of Directors of Crestar set forth in a written instrument;

     (b) by either SunTrust or Crestar if (i) the Merger shall not have been
consummated on or before March 31, 1999; PROVIDED, HOWEVER, that the right to
terminate this Agreement pursuant to this Section 8.1(b)(i) shall not be
available to any party that is in material breach of its obligations under this
Agreement or whose failure to fulfill any of its obligations contained in this
Agreement has been the cause of, or resulted in, the failure of the Merger to
have occurred on or prior to


                                      A-30
<PAGE>

the aforesaid date or (ii) any court or other Governmental Entity having
jurisdiction over a party hereto shall have issued an order enjoining,
restraining or otherwise prohibiting the transactions contemplated by this
Agreement and such order, decree, ruling or other action shall have become
final and nonappealable;

     (c) by either SunTrust or Crestar if this Agreement is not approved at the
Crestar Meeting or the issuance of SunTrust Common Stock is not approved at the
SunTrust Meeting (provided the terminating party is not otherwise in material
breach of its obligations under this Agreement);

     (d) by SunTrust if the Board of Directors of Crestar (A) withdraws, or
modifies in a manner adverse to SunTrust, the approval or recommendation by
such Board of Directors of this Agreement or the Merger or (B) approves,
recommends or causes Crestar to enter into any agreement with respect to any
Acquisition Transaction;

     (e) by Crestar if any of the conditions specified in Sections 7.1 and 7.2
have not been met or waived by Crestar at such time as such condition can no
longer be satisfied;

     (f) by SunTrust if any of the conditions specified in Sections 7.1 and 7.3
have not been met or waived by SunTrust at such time as such condition can no
longer be satisfied;

     (g) by Crestar in the event of a breach by SunTrust of any representation
or warranty, or any covenant or other agreement (in any material respect)
contained in this Agreement which breach is not cured within 30 days after
written notice thereof to SunTrust by Crestar; PROVIDED, HOWEVER, that Crestar
shall not have the right to terminate this Agreement pursuant to this Section
8.1(g) with respect to a breach of a representation or warranty unless the
breach of representation or warranty, together with all other such breaches,
would entitle Crestar not to consummate the transactions contemplated hereby
under Section 7.2; or

     (h) by SunTrust in the event of a breach by Crestar of any representation
or warranty, or any covenant or other agreement (in any material respect)
contained in this Agreement which breach is not cured within 30 days after
written notice thereof to Crestar by SunTrust; PROVIDED, HOWEVER, that SunTrust
shall not have the right to terminate this Agreement pursuant to this Section
8.1(h) with respect to a breach of a representation or warranty unless the
breach of representation or warranty, together with all other such breaches,
would entitle SunTrust not to consummate the transactions contemplated hereby
under Section 7.3.

     8.2 EXPENSE REIMBURSEMENT.

     (a) In order to induce SunTrust to enter into this Agreement and to
reimburse and compensate SunTrust for its time, expenses and lost opportunity
costs of pursuing the Merger and seeking to consummate the transactions
contemplated by this Agreement, Crestar will make a cash payment to SunTrust of
an amount equal to all out-of-pocket expenses and fees incurred by SunTrust,
including without limitation fees and expenses payable to all legal,
accounting, financial and other professional advisors, relating to the Merger
or the transactions contemplated by this Agreement if:

      (i) SunTrust terminates this Agreement pursuant to Section 8.1(d) or
Section 8.1(h);

      (ii) Crestar terminates this Agreement pursuant to Section 8.1(c) because
   this Agreement was not approved at the Crestar Meeting; or

      (iii) SunTrust terminates this Agreement pursuant to Section 8.1(c)
   because this Agreement was not approved at the Crestar Meeting.

     (b) In order to induce Crestar to enter into this Agreement and to
reimburse and compensate Crestar for its time, expenses and lost opportunity
costs of pursuing the Merger and seeking to consummate the transactions
contemplated by this Agreement, SunTrust will make a cash payment to Crestar of
an amount equal to all out-of-pocket expenses and fees incurred by Crestar,
including without limitation fees and expenses payable to all legal,
accounting, financial and other professional advisors, relating to the Merger
or the transactions contemplated by this Agreement if:

      (i) Crestar terminates this Agreement pursuant to Section 8.1(g);

      (ii) SunTrust terminates this Agreement pursuant to Section 8.1(c)
   because the issuance of SunTrust Common Stock was not approved at the
   SunTrust Meeting; or

      (iii) Crestar terminates this Agreement pursuant to Section 8.1(c)
   because the issuance of SunTrust Common Stock was not approved at the
   SunTrust Meeting.


                                      A-31
<PAGE>

     (c) Any payment required by this Section 8.2 must be paid by Crestar or
SunTrust, as applicable, to the other party (by wire transfer of immediately
available funds to an account designated by such party) within one (1) business
day after demand by such party; provided, however, that if such payment is
required pursuant to Section 8.2(a)(ii) or Section 8.2(b)(ii), such payment
must be made by Crestar or SunTrust, as applicable, concurrently with, and as a
condition to, such termination of this Agreement.

     (d) The parties agree that the agreements contained in this Section 8.2
are an integral part of the transactions contemplated by this Agreement. The
parties acknowledge and agree that damages upon termination of the Agreement in
the circumstances referred to in Section 8.2(a) and Section 8.2(b) are not
reasonably ascertainable and the payment pursuant to this Section 8.2
constitutes liquidated damages and not a penalty. The payment pursuant to
Section 8.2 is intended to provide reimbursement for out-of-pocket expenses and
not damages, for termination of this Agreement under the circumstances referred
to therein, and such payments shall not relieve any party from liability for
the willful breach of any of its representations, warranties, covenants or
agreements contained in this Agreement and the nonbreaching party may pursue
any remedies available to it at law or in equity, including recovery of such
damages to which it may be entitled. Notwithstanding anything to the contrary
contained in this Section 8.2, in addition to any amounts paid or payable
pursuant to Section 8.2(a) or Section 8.2(b), Crestar or SunTrust, as
applicable, shall pay the costs and expenses (including legal fees and
expenses) in connection with any action, including the filing of any lawsuit or
other legal action, taken by the other party to collect payment hereunder,
together with interest on the unpaid amount at the publicly announced prime
rate of SunTrust from the date such amount was required to be paid.

     8.3 NON-SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS. The
representations, warranties, covenants and agreements in this Agreement will
terminate at the Effective Time or the earlier termination of this Agreement
pursuant to Section 7.1, as the case may be; provided, however, that if the
Merger is consummated, Sections 1.6, 2.1 through 2.4, 5.6, 5.9 and this Section
8.3 will survive the Effective Time to the extent contemplated by such
Sections; provided, further, that Section 5.18, the last sentence of Section
5.6 and all of Section 8.2 will in all events survive any termination of this
Agreement.

     8.4 WAIVER AND AMENDMENT. Any provision of this Agreement may be waived at
any time by the party which is, or whose shareholders are, entitled to the
benefits thereof, and this Agreement may be amended or supplemented at any
time, provided that no amendment will be made after any shareholder approval of
the Merger which reduces or changes the form of the Merger Consideration
without further shareholder approval. No such waiver, amendment or supplement
will be effective unless in a writing which makes express reference to this
Section 8.4 and is signed by the party or parties sought to be bound thereby.

     8.5 ENTIRE AGREEMENT. This Agreement together with the Crestar Option
Agreement, the SunTrust Option Agreement and the Confidentiality Agreement,
contain the entire agreement among SunTrust and Crestar with respect to the
Merger and the other transactions contemplated hereby and thereby, and
supersedes all prior agreements among the parties with respect to such matters.
 

     8.6 APPLICABLE LAW. This Agreement will be governed by and construed in
accordance with the laws of the State of Georgia.

     8.7 CERTAIN DEFINITIONS; HEADLINES. (a) For purposes of this Agreement, the
term:

      (i) "affiliate", "associate" and "significant subsidiary" shall have the
   respective meanings ascribed to such terms in Rule 12b-2 of the General
   Rules and Regulations under the Exchange Act, as in effect on the date
   hereof.

      (ii) "control" (including the terms "controlled by" and "under common
   control with") means the possession, directly or indirectly or as trustee
   or executor, of the power to direct or cause the direction of the
   management or policies of a person, whether through the ownership of stock,
   as trustee or executor, by contract or credit arrangement or otherwise;

      (iii) "group" shall have the meaning ascribed to such term in Section
   13(d) of the Exchange Act, as in effect on the date hereof.

      (iv) "Market Price" means the average of the per share closing prices on
   the New York Stock Exchange of SunTrust Common Stock for the 20 consecutive
   trading days ending at the end of the third trading day immediately
   preceding the Effective Time.

      (v) "Material Adverse Effect" means an event, change or occurrence which
   has a material negative impact on the financial condition, businesses or
   results of operations of Crestar and its subsidiaries, taken as a whole, or
   SunTrust and its subsidiaries, taken as a whole, as the case may be, or the
   ability of Crestar or SunTrust, as the case may be, to consummate the
   transactions contemplated hereby.


                                      A-32
<PAGE>

      (vi) "person" means an individual, corporation, partnership, association,
   trust or unincorporated organization; and

      (vii) "subsidiary" of Crestar, SunTrust or any other person means, except
   where the context otherwise requires, any corporation, partnership, trust
   or similar association of which Crestar, SunTrust or any other person, as
   the case may be (either alone or through or together with any other
   subsidiary), owns, directly or indirectly, more than 50% of the stock or
   other equity interests, the holders of which are generally entitled to vote
   for the election of the board of directors or other governing body of such
   corporation.

     (b) The descriptive headings contained in this Agreement are for
convenience and reference only and will not affect in any way the meaning or
interpretation of this Agreement.

     (c) Unless the context of this Agreement expressly indicates otherwise,
(i) any singular term in this Agreement will include the plural and any plural
term will include the singular and (ii) the term section or schedule will mean
a section or schedule of or to this (16) Agreement.

     8.8 NOTICES. All notices, consents, requests, demands and other
communications hereunder will be in writing and will be deemed to have been
duly given or delivered if delivered personally, telexed with receipt
acknowledged, mailed by registered or certified mail return receipt requested,
sent by facsimile with confirmation of receipt, or delivered by a recognized
commercial courier addressed as follows:

If to SunTrust to:

       SunTrust Banks, Inc.
       303 Peachtree Street, N.E
       Atlanta, Georgia 30308
        Attention: John W. Spiegel
                Executive Vice President and
                Chief Financial Officer
       Telephone: (404) 588-7495
       Telecopy: (404) 581-1664

With a copy to:

       SunTrust Banks, Inc.
       303 Peachtree Street, N.E
       Atlanta, Georgia 30308
        Attention: Raymond D. Fortin
                General Counsel
                Telephone: (404) 588-7165
                Telecopy: (404) 581-1664

And an additional copy:

       King & Spalding
       191 Peachtree Street
       Atlanta, Georgia 30303
        Attention: C. William Baxley
         Telephone: (404) 572-4600
         Telecopy: (404) 572-5100

If to Crestar to:

       Crestar Financial Corporation
       919 East Main Street
       Richmond, Virginia 23261-6665
        Attention: Linda G. Rigsby
                Senior Vice President and
                Corporate Secretary
       Telephone: (804) 782-7738
       Telecopy: (804) 782-7244

                                      A-33
<PAGE>

With a copy to:

       Hunton & Williams
       Riverfront Plaza, East Towers
       951 East Byrd Street
       Richmond, Virginia 23219-4074
        Attention: Lathan M. Ewers, Jr.
       Telephone: (804) 788-8200
       Facsimile: (804) 788-8218

and an additional copy to:

       Skadden, Arps, Slate, Meagher & Flom LLP
       919 Third Avenue
       New York, New York 10022
        Attention: William S. Rubenstein
       Telephone: (212) 735-3000
       Facsimile: (212) 735-2000

or to such other address as any party may have furnished to the other parties
in writing in accordance with this Section 8.8.

8.9 COUNTERPARTS. This Agreement may be executed in any number of counterparts,
each of which will be deemed to be an original but all of which together will
constitute but one agreement.

8.10 PARTIES IN INTEREST; ASSIGNMENT. Except for Section 2.2 (which is intended
to be for the benefit of the holders of Outstanding Options under the Crestar
Option Plans to the extent contemplated thereby and their beneficiaries, and
may be enforced by such persons) and Section 5.9 hereof (which is intended to
be for the benefit of directors and officers to the extent contemplated thereby
and their beneficiaries, and may be enforced by such persons), this Agreement
is not intended to nor will it confer upon any other person (other than the
parties hereto) any rights or remedies. Without the prior written consent of
the other parties to this Agreement, neither SunTrust, Crestar nor Sub shall
assign any rights or delegate any obligations under this Agreement. Any such
purported assignment or delegation made without prior consent of the other
parties hereto shall be null and void.

8.11 SEVERABILITY. If any term or other provision of this Agreement is invalid,
illegal or incapable of being enforced by any rule of law or public policy, all
other terms and provisions of this Agreement will nevertheless remain in full
force and effect so long as the economic or legal substance of the transactions
contemplated hereby is not affected in any manner adverse to any party hereto.
Upon any such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the parties hereto will negotiate in
good faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible in an acceptable manner to the end that the
transactions contemplated by this Agreement are consummated to the extent
possible.


                                      A-34
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
representatives to execute this Agreement as of the date first above written.

                                        SUNTRUST BANKS, INC.

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

                                        CRESTAR FINANCIAL CORPORATION

                                        By: /s/ Richard G. Tilghman
                                            ----------------------------
                                            Richard G. Tilghman
                                            Chairman of the Board and
                                            Chief Executive Officer

                                        SMR CORPORATION (VA.)

                                        By: /s/ L. Phillip Humann
                                            -------------------------
                                            L. Phillip Humann
                                            President

                                      A-35
<PAGE>

                                                                        ANNEX B

                      [Letterhead of Lehman Brothers Inc.]

                                                                  July 20, 1998

Board of Directors
SunTrust Banks, Inc.
303 Peachtree Street, N.E.
Atlanta, Georgia 30308


                             MEMBERS OF THE BOARD:

     We understand that SunTrust Banks, Inc. ("SunTrust" or the "Company") and
Crestar Financial Corporation ("Crestar") are proposing to enter into a
definitive merger agreement pursuant to which a subsidiary of SunTrust will be
merged with and into Crestar and each share of common stock of Crestar will be
exchanged for 0.96 shares (the "Exchange Ratio") of common stock of SunTrust
(the "Proposed Transaction"). The terms and conditions of the Proposed
Transaction are set forth in more detail in the Agreement and Plan of Merger
dated as of July 20, 1998 (the "Agreement").

     We have been requested by the Board of Directors of SunTrust to render our
opinion with respect to the fairness, from a financial point of view, to
SunTrust of the Exchange Ratio to be paid to the stockholders of Crestar in the
Proposed Transaction. We have not been requested to opine as to, and our
opinion does not in any manner address, the Company's underlying business
decision to proceed with or effect the Proposed Transaction.

     In arriving at our opinion, we reviewed and analyzed: (1) the Agreement
and the specific terms of the Proposed Transaction, (2) such publicly available
information concerning SunTrust and Crestar that we believe to be relevant to
our analysis, including, without limitation, public information released by
SunTrust and Crestar with respect to income for the three month period and six
month period ended, and financial condition as of, June 30, 1998, SunTrust's
and Crestar's quarterly reports on Form 10-Q for the period ended March 31,
1998 and SunTrust's and Crestar's reports on Form 10-K for the year ended
December 31, 1997, (3) financial and operating information with respect to the
businesses, operations and prospects of SunTrust and Crestar furnished to us by
SunTrust and Crestar, respectively, (4) trading histories of the common stocks
of SunTrust and Crestar from July 15, 1993 to the present and a comparison of
those trading histories with those of other companies that we deemed relevant,
(5) a comparison of the historical financial results and present financial
conditions of SunTrust and Crestar with those of other companies that we deemed
relevant, (6) published estimates of third party research analysts regarding
the future financial performance of SunTrust and Crestar, (7) a comparison of
the financial terms of the Proposed Transaction with the financial terms of
certain other recent transactions that we deemed relevant, (8) the relative
contributions of SunTrust and Crestar on a pro forma basis to the historical
and projected financial condition and operations of the combined company upon
consummation of the Proposed Transaction, and (9) the potential pro forma
impact of the Proposed Transaction on SunTrust.

     In addition, we have had discussions with the managements of SunTrust and
Crestar concerning their respective businesses, operations, assets,
liabilities, financial conditions, and prospects and the potential cost
savings, operating synergies, incremental earnings (including as a result of
the use of excess capital) and other strategic benefits expected by management
of SunTrust to result from a combination of the businesses of SunTrust and
Crestar and have undertaken such other studies, analyses and investigations as
we deemed appropriate.

     In arriving at our opinion, we have assumed and relied upon the accuracy
and completeness of the financial and other information used by us without
assuming any responsibility for independent verification of such information
and have further relied upon the assurances of the managements of SunTrust and
Crestar that they are not aware of any facts or circumstances that would make
such information inaccurate or misleading. With respect to the future financial
performance of SunTrust and Crestar, the Company has directed us to rely upon
the publicly available estimates of research analysts in performing our
analysis and, based upon advice of SunTrust and Crestar, we have assumed that
such estimates are a reasonable basis upon which to evaluate and analyze the
future financial performance of SunTrust and Crestar and that SunTrust and
Crestar will perform substantially in accordance with such estimates. With
respect to the cost savings, operating synergies, incremental earnings
(including as a result of the use of excess capital) and other strategic
benefits projected by the management of SunTrust to result from a combination
of the businesses of SunTrust and Crestar, upon advice of SunTrust we have
assumed that such cost savings, operating synergies, revenue enhancements and
other strategic benefits will be achieved substantially in accordance with such
projections.


                                      B-1
<PAGE>

     Upon advice of SunTrust and its legal and accounting advisors, we have
assumed that the merger will qualify for pooling-of-interests accounting
treatment. In arriving at our opinion, we have not conducted a physical
inspection of the properties and facilities of SunTrust or Crestar and have not
made or obtained any evaluations or appraisals of the assets of SunTrust or
Crestar. In addition, we are not experts in the evaluation of loan portfolios
or allowance for loan and real estate owned losses and, upon advice of the
Company, we have assumed that the allowances for loans and real estate owned
losses provided to us by SunTrust and Crestar and used by us in our opinion are
in the aggregate adequate to cover all such losses. Our opinion necessarily is
based upon market, economic and other conditions as they exist on, and can be
evaluated as of, the date of this letter.

     Based upon and subject to the foregoing, we are of the opinion as of the
date hereof that, from a financial point of view, the Exchange Ratio to be paid
by the Company to the stockholders of Crestar in the Proposed Transaction is
fair to SunTrust.

     We have acted as financial advisor to SunTrust in connection with the
Proposed Transaction and will receive a fee for our services which is
contingent upon the consummation of the Proposed Transaction. In addition,
SunTrust has agreed to indemnify us for certain liabilities that may arise out
of the rendering of this opinion. We also have performed various investment
banking services for SunTrust and Crestar in the past and have received
customary fees for such services. In the ordinary course of our business, we
actively trade in the securities of SunTrust and Crestar for our own account
and for the accounts of our customers and, accordingly, may at any time hold a
long or short position in such securities.

     This opinion is for the use and benefit of the Board of Directors of
SunTrust and is rendered to the Board of Directors in connection with its
consideration of the Proposed Transaction. This opinion is not intended to be
and does not constitute a recommendation to any stockholder of SunTrust as to
how such stockholder should vote with respect to the Proposed Transaction.

                         Very truly yours,



                         LEHMAN BROTHERS


                                         By /s/ STEVEN B. WOLITZER
                                           -----------------------
                                           Steven B. Wolitzer
                                           Managing Director


                                      B-2
<PAGE>

                                                                         ANNEX C

               [Letterhead of Morgan Stanley & Co. Incorporated]

                                 July 19, 1998

Board of Directors
Crestar Financial Corporation
919 East Main Street
Richmond, VA 23219


Members of the Board:

     We understand that Crestar Financial Corporation ("Crestar"), SunTrust
Banks, Inc. ("SunTrust") and SMR Corporation (Va.), a wholly owned subsidiary
of SunTrust ("Merger Sub"), propose to enter into an Agreement and Plan of
Merger, substantially in the form of the draft dated July 19, 1998 (the "Merger
Agreement"), which provides, among other things, for the merger (the "Merger")
of Merger Sub with and into Crestar. Pursuant to the Merger, each issued and
outstanding share of common stock, par value $5.00 per share, of Crestar (the
"Crestar Common Stock"), other than shares held by SunTrust or any affiliate of
SunTrust, will be converted into the right to receive 0.96 shares (the
"Exchange Ratio") of common stock, par value $1.00 per share, of SunTrust (the
"SunTrust Common Stock"). The terms and conditions of the Merger are more fully
set forth in the Merger Agreement.

     You have asked for our opinion as to whether the Exchange Ratio pursuant
to the Merger Agreement is fair from a financial point of view to the holders
of shares of Crestar Common Stock (other than SunTrust and its affiliates).

     For purposes of the opinion set forth herein, we have:

      (i) reviewed certain publicly available financial statements and other
information of Crestar and SunTrust, respectively;

      (ii) reviewed certain internal financial statements and other financial
   and operating data concerning Crestar and SunTrust prepared by the
   managements of Crestar and SunTrust, respectively;

      (iii) analyzed certain financial projections prepared by the managements
of Crestar and SunTrust, respectively;

      (iv) discussed the past and current operations and financial condition
   and the prospects of Crestar and SunTrust with senior executives of Crestar
   and SunTrust, respectively;

      (v) reviewed the reported prices and trading activity for the Crestar
   Common Stock and the SunTrust Common Stock;

      (vi) compared the financial performance of Crestar and SunTrust and the
   prices and trading activity of the Crestar Common Stock and the SunTrust
   Common Stock with that of certain other comparable publicly-traded
   companies and their securities;

      (vii) discussed the results of regulatory examinations of Crestar and
   SunTrust with senior management of the respective companies;

      (viii) discussed with senior managements of Crestar and SunTrust the
   strategic objectives of the Merger and their estimates of the synergies and
   other benefits of the Merger for the combined company;

      (ix) analyzed the pro forma impact of the Merger on the combined
   company's earnings per share, consolidated capitalization and financial
   ratios;

      (x) reviewed the financial terms, to the extent publicly available, of
certain comparable merger transactions;

      (xi) participated in discussions and negotiations among representatives
   of Crestar and SunTrust and their financial and legal advisors;

      (xii) reviewed the Merger Agreement and certain related documents; and

      (xiii) performed such other analyses and considered such other factors as
we have deemed appropriate.

     We have assumed and relied upon without independent verification the
accuracy and completeness of the information reviewed by us for the purposes of
this opinion. With respect to the financial projections, including the
synergies and other benefits expected to result from the Merger, we have
assumed that they have been reasonably prepared on bases reflecting


                                      C-1
<PAGE>

the best currently available estimates and judgments of the future financial
performance of Crestar and SunTrust. We have not made any independent valuation
or appraisal of the assets or liabilities of Crestar or SunTrust, nor have we
been furnished with any such appraisals and we have not examined any individual
loan files of Crestar or SunTrust. In addition, we have assumed the Merger will
be consummated substantially in accordance with the terms set forth in the
Merger Agreement. Our opinion is necessarily based on economic, market and
other conditions as in effect on, and the information made available to us as
of, the date hereof.

     In arriving at our opinion, we were not authorized to solicit, and did not
solicit, interest from any party with respect to the acquisition or merger
involving Crestar or any of its assets.

     We have acted as financial advisor to the Board of Directors of Crestar in
connection with this transaction and will receive a fee for our services. In
the past, Morgan Stanley & Co. Incorporated and its affiliates have provided
financial advisory and financing services for Crestar and SunTrust and have
received fees for the rendering of these services.

     It is understood that this letter is for information of the Board of
Directors of Crestar and may not be used for any other purpose without our
prior written consent, except that this opinion may be included in its entirety
in any filing made by Crestar with the Securities and Exchange Commission with
respect to the Merger.

     Based on the foregoing, we are of the opinion on the date hereof that the
Exchange Ratio pursuant to the Merger Agreement is fair from a financial point
of view to the holders of shares of Crestar Common Stock (other than SunTrust
and its affiliates).

                         Very truly yours,



                         MORGAN STANLEY & CO. INCORPORATED



                         By: /s/ WILLIAM M. WEIANT
                             -----------------------
                             William M. Weiant
                             Managing Director

                                      C-2
<PAGE>

                                    PART II


                    INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     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 otherwise requires, 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" includes 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:

                                      II-1
<PAGE>

         (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)(1)(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
described 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 was adjudged liable on the basis that personal benefit was improperly
   received by him, whether or not involving action in his 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. Adavance 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) Authorization 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.


                                      II-2
<PAGE>

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 a 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. Shareholders 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;

                                      II-3
<PAGE>

         (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 omission 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.


                                      II-4
<PAGE>

     (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 to 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 the Corporation'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 the Corporation'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.

     (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.


                                      II-5
<PAGE>

     (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


                                      II-6
<PAGE>

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.


                                      II-7
<PAGE>

      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.


                                      II-8
<PAGE>

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.


                                      II-9
<PAGE>

             ITEM 21. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES.



<TABLE>
<CAPTION>
  EXHIBIT
  NUMBER                                                   DESCRIPTION
- ----------   ------------------------------------------------------------------------------------------------------
<S>          <C>
  2.1        Amended and Restated Agreement and Plan of Merger, dated as of July 20, 1998, by and among
             SunTrust Banks, Inc. (the "Registrant"), Crestar Financial Corporation and SMR Corporation (Va.)
             (reference is made to Annex A of the Joint Proxy Statement/Prospectus included as a part of this
             Registration Statement).
  4.1        Indenture Agreement between SunTrust Banks, Inc. (the "Registrant") and Morgan Guaranty Trust
             Company of New York, as Trustee (incorporated by reference to Exhibit 4(a) to the Registrant's
             Registration Statement on Form S-3 (SEC File No. 33-00084)).
  4.2        Indenture Agreement between the Registrant and Manufacturers Hanover Trust Company, as Trustee
             (incorporated by reference to Exhibit 4(a) to the Registrant's Registration Statement on Form S-3
             (SEC File No. 33-12186)).
  4.3        Indenture between the Registrant and PNC, N.A., as Trustee (incorporated by reference to Exhibit
             4(a) to the Registrant's Registration Statement on Form S-3 (SEC File No. 33-62162)).
  4.4        Indenture between the Registrant and The First National Bank of Chicago, as Trustee (incorporated
             by reference to Exhibit 4(b) to the Registrant's Registration Statement on Form S-3 (SEC File No.
              33-62162)).
  5.1        Form of Opinion of Raymond D. Fortin, counsel of the Registrant, as to the legality of the securities
             being registered.
  8.1        Form of Opinion of King & Spalding regarding certain tax aspects of the Merger.
 10.1        Employment Agreement, dated as of July 20, 1998, between the Registrant and Richard G. Tilghman.
 10.2        Employment Agreement, dated as of July 20, 1998, between the Registrant and James M. Wells III.
 23.1        Consent of Lehman Brothers Inc.
 23.2        Consent of Morgan Stanley & Co. Incorporated.
 23.3        Consent of Arthur Andersen LLP.
 23.4        Consent of KPMG Peat Marwick LLP.
 23.5        Consent of Deloitte & Touche LLP.
 23.6        Consent of King & Spalding (included in Exhibit 8.1).
 23.7        Consent of Raymond D. Fortin, counsel of the Registrant (included in Exhibit 5.1).
 23.8        Consent of Richard G. Tilghman.*
 24.1        Power of Attorney (included on page II-12).
 99.1        Stock Option Agreement, dated as of July 20, 1998, between the Registrant (Grantee) and Crestar
             Financial Corporation (Issuer) (incorporated by reference to Exhibit 2.2 of the Registrant's Current
             Report on Form 8-K dated July 20, 1998).
 99.2        Stock Option Agreement, dated as of July 20, 1998, between the Registrant (Issuer) and Crestar
             Financial Corporation (Grantee) (incorporated by reference to Exhibit 2.3 of the Registrant's Current
             Report on Form 8-K dated July 20, 1998).
 99.3        Form of Proxy to be used by the Registrant.
 99.4        Form of Proxy to be used by Crestar Financial Corporation.
    b.       Financial Statement Schedules
             None.
</TABLE>

- ---------
* To be filed by amendment.

ITEM 22. UNDERTAKINGS.

     (a) (1) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933 (as amended and the
rules and regulations thereunder, the "Securities Act"), each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (as amended and the rules and regulations
thereunder, the "Exchange Act") (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) 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.

      (2) The undersigned registrant hereby undertakes as follows: that prior
   to any public reoffering of the securities registered hereunder through use
   of a prospectus which is a part of this registration statement, by any
   person or party who is deemed to be an underwriter within the meaning of
   Rule 145(c) promulgated pursuant to the Securities Act, the


                                     II-10
<PAGE>

   issuer undertakes that such reoffering prospectus will contain the
   information called for by the applicable registration form with respect to
   reofferings by persons who may be deemed underwriters, in addition to the
   information called for by the other items of the applicable form.

      (3) The registrant undertakes that every prospectus (i) that is filed
   pursuant to paragraph (2) immediately preceding, or (ii) that purports to
   meet the requirements of Section 10(a)(3) of the Securities Act and is used
   in connection with an offering of securities subject to Rule 415
   promulgated pursuant to the Securities Act, will be filed as a part of an
   amendment to the registration statement and will not be used until such
   amendment is effective, and that, for purposes of determining any liability
   under the Securities Act, 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.

      (4) Insofar as indemnification for liabilities arising under the
   Securities Act may be permitted to directors, officers and controlling
   persons of the registrant pursuant to the foregoing provisions of this Item
   22, or otherwise (other than insurance), 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 Securities
   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 Securities Act and will be governed by
   the final adjudication of such issue.

     (b) The undersigned registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus pursuant
to Items 4, 10(b), 11 or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through
the date of responding to the request.

     (c) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.

     (d) 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;

         (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. Notwithstanding the foregoing, any increase
      or decrease in volume of securities offered (if the total dollar value of
      securities offered would not exceed that which was 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 a 20 percent change in the
      maximum aggregate offering price set forth in the "Calculation of
      Registration Fee" table in the effective registration statement; and

         (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.

      (2) That, for the purpose of determining any liability under the
   Securities Act, 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.


                                     II-11
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Registration Statement on Form S-4 to be signed on its
behalf by the undersigned, thereunto, duly authorized, in the City of Atlanta,
State of Georgia, on August 14, 1998.


                                        SUNTRUST BANKS, INC.

                                        By:      /s/ L. Phillip Humann
                                      ----------------------------------------
                                             L. PHILLIP HUMANN
                                             CHAIRMAN AND CHIEF EXECUTIVE
                                             OFFICER

     We, the undersigned directors and officers of SunTrust Banks, Inc. do
hereby constitute and appoint Raymond D. Fortin and John W. Spiegel, and each
or either of them, our true and lawful attorneys-in-fact and agents, to do any
and all acts and things in our names and on our behalf in our capacities as
directors and officers and to execute any and all instruments for us and in our
name in the capacities indicated below, which said attorneys and agents, or
either of them, may deem necessary or advisable to enable said corporation to
comply with the Securities Act of 1933 and any rules, regulations and
requirements of the Securities and Exchange Commission, in connection with this
registration statement, or any registration statement for this offering that is
to be effective upon filing pursuant to Rule 462(b) under the Securities Act of
1933, including specifically, but without limitation, power and authority to
sign for us or any of us in our names in the capacities indicated below, any
and all amendments (including post-effective amendments) hereto; and we do
hereby ratify and confirm all that said attorneys and agents, or any of them,
shall do or cause to be done by virtue thereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on this 14th day of August, 1998.



<TABLE>
<CAPTION>
               SIGNATURE                                 CAPACITY
- ---------------------------------------  ---------------------------------------
<S>                                      <C>
                                         
  /s/ L. Phillip Humann
       ---------------------------------- Chairman and Chief Executive Officer
       L. PHILLIP HUMANN                  (Principal Executive Officer)

                                          
  /s/ John W. Spiegel
       ---------------------------------- Executive Vice President and Chief
       JOHN W. SPIEGEL                    Financial Officer (Principal Financial
                                          Officer)

                                         
  /s/ William P. O'Halloran
       ---------------------------------- Senior Vice President and Controller
       WILLIAM P. O'HALLORAN              (Principal 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 A. Hughes
       ---------------------------------- Director
       DAVID H. HUGHES

                                          
  /s/ M. Douglas Ivester
       ---------------------------------- Director
       M. DOUGLAS IVESTER
</TABLE>

                                      II-12
<PAGE>


<TABLE>
<CAPTION>
                SIGNATURE                  CAPACITY
- ----------------------------------------  ---------
<S>                                       <C>
                                           
  /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
</TABLE>

                                      II-13




                                                                    EXHIBIT 5.1


                                        , 1998



SunTrust Banks, Inc.
303 Peachtree Street
Atlanta, Georgia 30308


Ladies and Gentlemen:

     I have acted as counsel for SunTrust Banks, Inc., a Georgia corporation
("SunTrust"), in connection with the preparation of a Registration Statement on
Form S-4 (File No. 333-    ) (the "Registration Statement") filed with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, relating to the merger (the "Merger") of SMR Corporation (Va.) ("Sub")
with and into Crestar Financial Corporation, a Virginia corporation
("Crestar"), as set forth in the Joint Proxy Statement/Prospectus contained in
the Registration Statement and in accordance with the Amended and Restated
Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 20,
1998, among SunTrust, Sub and Crestar, attached as Annex A to the Joint Proxy
Statement/Prospectus.

     In so acting, I have reviewed the Registration Statement and the Merger
Agreement. I also have reviewed such matters of law and examined and relied
upon the accuracy of original, certified, conformed or photographic copies of
such records, agreements, certificates and other documents as I have deemed
necessary or appropriate to enable me to render the opinions set forth below.
In all such examinations, I have assumed the genuineness of signatures on
original documents and the conformity to such original documents of all copies
submitted to us as certified, conformed or photographic copies and, as to
certificates of public officials, I have assumed the same to have been properly
given and to be accurate. I also have relied, as to various matters of fact
relating to the opinions set forth below, on certificates of public officials
and officers of SunTrust and on the accuracy of the factual matters stated in
the representations and warranties made by SunTrust in the Merger Agreement.

     Based upon the foregoing and subject to the limitations, qualifications
and assumptions set forth below, I am of the opinion that, subject to the
approval of the shareholders of SunTrust of the Merger Agreement and the Stock
Issuance (as such term is defined in the Joint Proxy Statement/Prospectus), the
shares of common stock, $1.00 par value per share, to be issued in connection
with the Merger have been duly authorized and, when issued in accordance with
the terms of the Merger Agreement, will be validly issued, fully paid and
nonassessable.

     I am a member of the Bar of the State of Georgia and, accordingly, do not
purport to express any opinion herein concerning any law other than the laws of
the State of Georgia and the federal law of the United States.

     This opinion is given as of the date hereof, and I assume no obligation to
advise you after the date hereof of facts or circumstances that come to my
attention or changes in law that occur which could affect the opinions
contained herein. This letter is being rendered solely for the benefit of the
Company in connection with the matters addressed herein. This opinion may not
be furnished to or relied upon by any person or entity for any purpose without
prior written consent.

     I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to me under the caption "Legal
Matters" in the Joint Proxy Statement/Prospectus that is included in the
Registration Statement.



                                        Very truly yours,

                                       
                                        Raymond D. Fortin




                                                                    EXHIBIT 8.1

              Form of Opinion of Counsel to SunTrust Banks, Inc.

                               --------- , 1998

SunTrust Banks, Inc.
303 Peachtree Street, N.E.
Atlanta, Georgia 30308


   Re: Federal Income Tax Consequences of Merger of SMR Corporation (Va.), a
      Wholly Owned Subsidiary of SunTrust Banks, Inc., with and into Crestar
      Financial Corporation

Ladies and Gentlemen:

     We have acted as counsel to SunTrust Banks, Inc. ("SunTrust") in
connection with the Merger (the "Merger") of SMR Corporation (Va.) ("Sub") with
and into Crestar Financial Corporation ("Crestar"), pursuant to the Amended and
Restated Agreement and Plan of Merger by and among SunTrust Banks, Inc.,
Crestar Financial Corporation and SMR Corporation (Va.), dated as of July 20,
1998 (the "Merger Agreement"). You have requested our opinion, in our capacity
as counsel to SunTrust, regarding certain federal income tax consequences of
the Merger.

     We understand that our opinion will be referred to in the Joint Proxy
Statement/ Prospectus of SunTrust and Crestar (the "Joint Proxy
Statement/Prospectus") that forms part of the Registration Statement on Form
S-4 filed with the Securities and Exchange Commission in connection with the
Merger. We hereby consent to such use of our opinion.

     All capitalized terms used herein without definition have the respective
meanings specified in the Joint Proxy Statement/Prospectus. All references
herein to the Code are to the United States Internal Revenue Code of 1986, as
amended.


                             INFORMATION RELIED ON

     In rendering the opinion expressed herein, we have examined such documents
as we have deemed appropriate, including the Merger Agreement. In our
examination of such documents, we have assumed, with your consent, that all
documents submitted to us as photocopies or telecopies faithfully reproduce the
originals thereof, that such originals are authentic, that all such documents
have been or will be duly executed to the extent required, and that all
statements set forth in such documents are accurate. We also have assumed, with
your consent, that the Merger will be consummated in compliance with the
material terms of the Merger Agreement.

     We also have obtained such additional information and representations as
we have deemed relevant and necessary through consultation with various
representatives of SunTrust, Crestar and Sub, including certificates from
officers of SunTrust, Crestar and Sub (the "Certificates") verifying certain
relevant facts that have been represented to us. We have assumed, with your
consent, that the statements contained in the Certificates are true and correct
on the date hereof and will be true and correct at the Effective Time, and that
any representation made in any of the documents referred to herein "to the best
of the knowledge and belief" (or with similar qualification) of any person or
party is true and correct without such qualification. We have not attempted
independently to verify such representations.


                                    OPINION

     Based upon the foregoing, it is our opinion that the Merger will
constitute a "reorganization" within the meaning of Section 368(a) of the Code.
 

     The opinion expressed herein is based upon existing statutory, regulatory,
and judicial authority, any of which may be changed at any time with
retroactive effect. In addition, our opinion is based solely on the documents
that we have examined, the additional information that we have obtained and the
accuracy of the facts set forth in the Certificates. Our opinion cannot be
relied upon if any of the material facts contained in such documents or any
such additional information is, or later becomes, inaccurate. Finally, our
opinion is limited to the tax matters specifically covered thereby, and we have
not been asked to address herein, nor have we addressed herein, any other tax
consequences of the Merger.



                                        Very truly yours,






                             EMPLOYMENT AGREEMENT

            AGREEMENT by and between SunTrust Banks, Inc., a Georgia corporation
(the "Company"), and Richard G. Tilghman (the "Executive"), dated as of July 20,
1998, but effective as of the Effective Date (as hereinafter defined).

            The Company has determined that it is in the best interests of the
Company and its stockholders to assure that it will have the benefit of the
valuable services and continued dedication of the Executive following
consummation of the merger (the "Merger") of Crestar Financial Corporation
("Crestar") with the Company or a subsidary of the Company pursuant to the
Agreement and Plan of Merger dated as of July 20, 1998, and the Executive has
agreed to serve the Company on the terms and conditions hereinafter set forth.

            NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, the Company and the Executive hereby agree as
follows:

            1. Effective Date. The "Effective Date" shall mean the date of
consummation of the Merger. In the event the Merger is not consummated, this
Agreement shall be null and void and of no force and effect.

            2. Employment Period. The Company on its behalf and on behalf of
Crestar Bank ("C Bank ") hereby agrees to employ the Executive, and the
Executive hereby agrees to be employed by Company and C Bank, subject to the
terms and conditions of this Agreement, for the period commencing on the
Effective Date and ending on December 31, 2000 (the "Employment Period").

            3. Terms of Employment.

            (a) Position; Duties; Place of Employment.



                 (i) During the Employment Period, (A) the Executive shall serve
as Vice Chairman and Executive Vice President of the Company and as Chief
Executive Officer of C Bank, (B) the Executive's services under this Agreement
shall be performed principally in the same location or locations as the
Executive's services were performed for Crestar immediately prior to the
Effective Date, (C) Executive shall operate as a "State Head" of the Company
with the same authority normally associated with such status from time to time
to run the operations of the Company in the States of Virginia and Maryland and
in the District of Columbia, and (D) the Executive shall report directly to the
Chief Executive Officer of the Company and shall perform such additional duties
not inconsistent with the Executive's position as a senior executive of the
Company as may reasonably be requested by such Chief Executive Officer.

<PAGE>


                 (ii) During the Employment Period, and excluding any periods of
vacation and sick leave to which the Executive is entitled, the Executive agrees
to devote substantially all of his attention and time during normal business
hours to the business and affairs of the Company and to use the Executive's
reasonable best efforts to perform faithfully and efficiently the
responsibilities assigned to him under this Agreement. During the Employment
Period, it shall not be a violation of this Agreement for the Executive to (A)
serve on corporate, civic or charitable boards or committees, (B) deliver
lectures, fulfill speaking engagements or teach at educational institutions and
(C) manage personal investments, so long as such activities do not unreasonably
interfere with the performance of the Executive's responsibilities as a senior
executive of the Company in accordance with this Agreement. It is expressly
understood and agreed that to the extent that any such activities have been
conducted regularly by the Executive prior to the Effective Date, the continued
conduct of such activities (or the conduct of activities similar in nature and
scope thereto) subsequent to the Effective Date shall not thereafter be deemed
to unreasonably interfere with the performance of the Executive's
responsibilities to the Company.

            (b) Board Membership. As of the Effective Date, the Board of
Directors of the Company (the "Board") shall nominate the Executive (and the
Board shall elect the Executive) as a director of the Company and the Company
shall cause the Board of Directors of C Bank (the "C Bank Board") to appoint the
Executive as Chairman of the C Bank Board. So long as the Executive serves as an
employee of the Company during the Employment Period, the Company shall cause
the Executive to be included in the slate of nominees recommended by the Board
to the Company's stockholders for election as directors at each annual meeting
of the stockholders of the Company at which his class of directors is standing
for election, and the Company shall use its best efforts to cause the election
of the Executive, including soliciting proxies in favor of the election of the
Executive, and the Company shall cause the C Bank Board to maintain the
Executive in the position of Chairman of the C Bank Board. Executive shall
resign from the Company's Board of Directors and from the C Bank Board effective
as of the last day of his Employment Period, and his resignation shall be
accepted.

            (c) Compensation.

                 (i) Base Salary. With respect to each full calendar year during
the Employment Period, the Executive shall be entitled to receive base salary
("Annual Base Salary") equal to $900,000. Such Annual Base Salary shall be paid
in accordance with the Company's payroll policies and practices for executive
employees.

<PAGE>


                 (ii) Annual Bonus. With respect to each full calendar year
during the Employment Period, the Executive shall receive an annual cash bonus
("Annual Bonus") in an amount equal to $600,000 for calendar year 1999 and
$700,000 for calendar year 2000. Such Annual Bonus shall be paid in accordance
with the Company's payroll policies and practices for executive employees.

                 (iii) Initial Equity-Based Awards. As of the Effective Date,
the Company shall grant to the Executive an aggregate of 60,000 shares of
restricted Company common stock (the "Restricted Stock") and a ten-year
nonqualified option (the "Option") to acquire an aggregate of 180,000 shares of
the Company's common stock (the "Company Stock"). The Option shall have an
exercise price per share equal to the closing price per share of the Company
Stock on the New York Stock Exchange on the Effective Date and shall be subject
to anti-dilution adjustments set forth in the Company's 1995 stock option plan
under which the Option is granted . Except as otherwise provided herein, the
Option and the Restricted Stock shall vest in accordance with the vesting
schedule applicable to similarly situated executives of the Company, but the
Option and the Restricted Stock shall fully vest in no event later than the
earlier of (1) the end of the Employment Period or (2) the occurrence of an
event which fully vests all options granted under the Company's 1995 stock
option plan. The Option and the Restricted Stock shall also become fully vested
upon Executive's death, Disability, termination of Executive's employment by the
Company without Cause and termination of Executive's employment by the Executive
for Good Reason. The Option shall have a ten (10) year term and shall remain
exercisable until the expiration of such term unless the Executive's employment
is terminated by the Company for Cause or by the Executive without Good Reason;
provided, however, that in the event of a merger transaction involving the
Company, the foregoing shall not be construed as precluding the Option from
being treated in such transaction in the same manner as other outstanding
options held by Company employees. As promptly as practicable, and in any event
within six (6) months after the Effective Date, the Company shall, at its
expense, cause all shares of Restricted Stock and all shares of Company Stock
subject to the Option (and the options referred to in paragraph (iv) below) to
be registered under the Securities Act of 1933, as amended (the "Securities
Act"), and registered or qualified under applicable state laws, to be freely
resold. The Company shall maintain the effectiveness of such registration and
qualification for so long as the Executive or any member of the Executive's
immediate family owns the shares of Restricted Stock or holds any option
described in this Agreement or owns the underlying shares of Company Stock or
until such earlier date as all such shares, without such registration or
qualification, may be freely sold without any restrictions under the Securities
Act.

<PAGE>


                 (iv) Future Stock Options. At the time the Company makes its
option grant to other senior executives, the Executive shall be granted an
option to purchase 25,000 shares of Company Stock in 1999 and in 2000. Each such
option shall be granted subject to the terms of the Company's stock option plan
for a ten (10) year term and shall be subject to the anti-dilution adjustments
set forth in such plan, provided, however, that (A) each such option shall fully
vest no later than the earlier of (1) the end of the Employment Period or (2)
the occurrence of an event which fully vests all options granted under the
Company's 1995 stock option plan, (B) each such option shall fully vest upon
Executive's death, Disability, termination of employment by the Company without
Cause and termination of Executive's employment by the Executive for Good
Reason, and (C) each such option shall remain exercisable until the expiration
of such term unless Executive's employment is terminated by the Company for
Cause or by the Executive without Good Reason; provided, however, that in the
event of a merger transaction involving the Company, the foregoing shall not be
construed as precluding the option from being treated in such transaction in the
same manner as other outstanding options held by Company employees. However, no
options shall be granted to the Executive under this clause (iv) if his
employment by the Company terminates before the date the option is granted;
provided, however, that any such options not theretofore granted shall be deemed
to have been granted immediately prior to the date as of which the Executive's
employment is terminated by the Company without Cause or by the Executive for
Good Reason.

                 (v) Supplemental Retirement Benefit. The Company agrees that,
upon the Executive's ceasing to be employed by the Company for any reason on or
before the end of the Employment Period, the Executive shall have the right to
receive, at his election (or, in the event of his death, at the election of his
surviving spouse) either (A) the benefit payable to or in respect of Executive
under the terms of the supplemental retirement plan of Crestar as in effect on
July 20, 1998 treating all service and compensation (salary and bonus) earned by
the Executive with the Company on and after the Effective Date as service and
compensation with Crestar or (B) the benefit payable to or in respect of the
Executive under the terms of the Company's supplemental retirement plan as in
effect on July 20, 1998, treating all service with and compensation from Crestar
prior to the Effective Date as service with, and compensation from, the Company
to the extent such service and compensation would have been taken into account
under such plan if such service had been performed for the Company and such
compensation had been paid by the Company. No compensation under Crestar's value
share program shall be taken into account under this Section 3(c)(v).


                 (vi) Other Employee Benefit Plans; Perquisites. During the
Employment Period, the Executive shall be provided with employee benefits
(including, but not limited to, medical benefits and life insurance, but
excluding benefits which are like the benefits described in Section 3(c)(i)
through section 3(c)(iv) of this Agreement) and fringe benefits and other
perquisites, at a level not less favorable than that provided to the Executive
by Crestar immediately prior to the Effective Date.

<PAGE>


                 (vii) Expenses. During the Employment Period, the Executive
shall be entitled to receive prompt reimbursement for all reasonable expenses
incurred by the Executive in accordance with the Company's policies.

                 (viii) Office and Support Staff. During the Employment Period,
the Executive shall be entitled to an office or offices of a size and with
furnishings and to administrative and other support services as are provided
generally to other senior executives of the Company.

                 (ix) Vacation. During the Employment Period, the Executive
shall be entitled to paid vacation in accordance with the plans, policies,
programs and practices of the Company with respect to other senior executives of
the Company.

            4. Termination of Employment.

            (a) Death or Disability. The Executive's employment shall terminate
automatically upon the Executive's death during the Employment Period. If the
Company determines in good faith that the Disability of the Executive has
occurred during the Employment Period (pursuant to the definition of Disability
set forth below), it may give to the Executive written notice in accordance with
Section 12(b) of this Agreement of its intention to terminate the Executive's
employment. In such event, the Executive's employment with the Company shall
terminate effective on the 30th day after receipt of such notice by the
Executive (the "Disability Effective Date"), provided that, within the 30 days
after such receipt, the Executive shall not have returned to full-time
performance of the Executive's duties. For purposes of this Agreement,
"Disability" shall mean the absence of the Executive from the Executive's duties
with the Company on a full-time basis for 180 consecutive business days as a
result of incapacity due to mental or physical illness which is determined to be
total and permanent by a physician selected by the Company or its insurers and
acceptable to the Executive or the Executive's legal representative.

            (b) Cause. The Company may terminate the Executive's employment
during the Employment Period for Cause. For purposes of this Agreement, "Cause"
shall mean:

                 (i) the continued failure of the Executive to perform
substantially the Executive's duties with the Company and its affiliates (other
than any such failure resulting from incapacity due to physical or mental
illness), after a written demand for substantial performance is delivered to the
Executive by the Board which specifically identifies the manner in which the
Board believes that the Executive has not substantially performed the
Executive's duties, or

<PAGE>



                 (ii) the willful engaging by the Executive in illegal conduct
or gross misconduct, which is materially and demonstrably injurious to the
Company, or

                 (iii) conviction of a felony or guilty or nolo contendere plea
by the Executive with respect thereto, which is materially and demonstrably
injurious to the Company.

For purposes of this provision, no act or failure to act, on the part of the
Executive, shall be considered "willful" unless it is done, or omitted to be
done, by the Executive in bad faith or without reasonable belief that the
Executive's action or omission was in the best interests of the Company. Any
act, or failure to act, based upon authority given pursuant to a resolution duly
adopted by the Board or upon the instructions of the Chief Executive Officer of
the Company or based upon the advice of counsel for the Company shall be
conclusively presumed to be done, or omitted to be done, by the Executive in
good faith and in the best interests of the Company. The cessation of employment
of the Executive shall not be deemed to be for Cause unless and until there
shall have been delivered to the Executive a copy of a resolution duly adopted
by the affirmative vote of not less than two-thirds of the entire membership of
the Board at a meeting of the Board called and held for such purpose (after
reasonable notice is provided to the Executive and the Executive is given an
opportunity, together with counsel, to be heard before the Board), finding that,
in the good faith opinion of the Board, the Executive is guilty of the conduct
described in subparagraph (i), (ii) or (iii) above and specifying the
particulars thereof in detail.

            (c) Good Reason. The Executive's employment may be terminated by the
Executive for Good Reason. For purposes of this Agreement, "Good Reason" shall
occur upon a good faith determination by the Executive that the Company has
materially breached any of its obligations under this Agreement, which breach is
not cured within 20 days of the receipt of written notice of such breach by the
Company from the Executive.

            (d) Notice of Termination. Any termination by the Company for Cause,
or by the Executive for Good Reason, shall be communicated by Notice of
Termination to the other party hereto given in accordance with Section 12(b) of
this Agreement. For purposes of this Agreement, a "Notice of Termination" shall
mean a written notice which (i) indicates the specific termination provision in
this Agreement relied upon, (ii) to the extent applicable, sets forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Executive's employment under the provision so indicated and
(iii) if the Date of Termination (as defined below) is other than the date of
receipt of such notice, specifies the termination date (which date shall be not
more than thirty days after the giving of such notice).

<PAGE>


            (e) Date of Termination. "Date of Termination" shall mean (i) if the
Executive's employment is terminated by the Company for Cause, or by the
Executive for Good Reason, the date of receipt of the Notice of Termination or
any later date specified therein in accordance with this Agreement, (ii) if the
Executive's employment is terminated by the Company other than for Cause or
Disability, the Date of Termination shall be the date on which the Company
notifies the Executive of such termination and (iii) if the Executive's
employment is terminated by reason of death or Disability, the Date of
Termination shall be the date of death of the Executive or the Disability
Effective Date, as the case may be.

            5. Obligations of the Company upon Termination.

            (a) Good Reason; Other Than for Cause or Disability. If, during the
Employment Period, the Company shall terminate the Executive's employment other
than for Cause or Disability or the Executive shall terminate employment for
Good Reason:

                 (i) the Company shall pay to the Executive, in addition to any
earned but unpaid portion of the Executive's Annual Base Salary and Annual Bonus
through the Date of Termination (the "Accrued Obligations"), a lump sum cash
payment, within 10 days after the Date of Termination, in an amount equal to the
Annual Base Salary and Annual Bonus which would have been paid to the Executive
for the remainder of the Employment Period absent such termination;

                 (ii) for the remainder of the Employment Period, the Company
shall continue to provide to the Executive (and, to the extent applicable, his
spouse) medical and dental benefits (collectively "Medical Benefits") and other
welfare benefits, fringe benefits and perquisites on the same basis as such
benefits and perquisites were provided to the Executive immediately prior to the
Date of Termination;

                 (iii) the Option and the Restricted Stock awards, as well as
the options referred to in Section 3(c)(iv) hereof, shall vest immediately;

                 (iv) the Company shall pay to the Executive a lump sum cash
payment, within 30 days after the Date of Termination, in an amount equal to the
amount the Company would have contributed on the Executive's behalf to any
qualified or supplemental defined contribution plan for the period from the Date
of Termination through and including the end of the Employment Period, had the
Executive's employment not terminated hereunder;


<PAGE>


                 (v) to the extent not theretofore paid or provided, the Company
shall timely pay or provide to the Executive any other amounts or benefits
required to be paid or provided or which the Executive is eligible to receive
under any plan, program, policy or practice or contract or agreement of the
Company and its affiliated companies through the Date of Termination, including
retiree medical and dental benefits and executive life insurance benefits in
accordance with Crestar's current practice with respect to its "grandfathered"
executives (such other amounts and benefits shall be hereinafter referred to as
the "Other Benefits"); and

                 (vi) the Company shall pay to Executive (and, after his death,
his surviving spouse) the supplemental retirement benefit hereunder.

            (b) Death. If the Executive's employment is terminated by reason of
the Executive's death during the Employment Period, this Agreement shall
terminate without further obligations to the Executive's legal representatives
under this Agreement, other than the payment of Accrued Obligations, the timely
payment or provision of Other Benefits to or in respect of the Executive and the
payment to the Executive's surviving spouse of the supplemental retirement
benefits hereunder. In addition, the Option and the Restricted Stock, as well as
the options referred to in Section 3(c)(iv) hereof, shall vest immediately.
Accrued Obligations shall be paid to the Executive's estate or beneficiary, as
applicable, in a lump sum in cash within 30 days of the Date of Termination.

            (c) Disability. If the Executive's employment is terminated by
reason of the Executive's Disability during the Employment Period, this
Agreement shall terminate without further obligations to the Executive, other
than for payment of Accrued Obligations, the timely payment or provision of
Other Benefits and the payment of the supplemental retirement benefit hereunder.
In addition, the Option and the Restricted Stock, as well as the options
referred to in Section 3 (c)(iv), shall vest immediately. Accrued Obligations
shall be paid to the Executive in a lump sum in cash within 30 days of the Date
of Termination.

            (d) Cause; other than for Good Reason. If the Executive's employment
shall be terminated for Cause or the Executive terminates his employment without
Good Reason during the Employment Period, this Agreement shall terminate without
further obligations to the Executive other than the obligation to pay or provide
to the Executive the Accrued Obligations and Other Benefits, in each case to the
extent theretofore unpaid or not provided, and the payment of the supplemental
retirement benefit hereunder.

<PAGE>



            (e) Effect. Any termination of the Executive's employment shall have
no effect on the continuing operation of this Section 5.

            6. Non-exclusivity of Rights. Except as specifically provided,
nothing in this Agreement shall prevent or limit the Executive's continuing or
future participation in any plan, program, policy or practice provided by the
Company or any of its affiliated companies and for which the Executive may
qualify, nor, subject to Section 12(f), shall anything herein limit or otherwise
affect such rights as the Executive may have under any contract or agreement
with the Company or any of its affiliated companies. Amounts which are vested
benefits or which the Executive is otherwise entitled to receive under any plan,
policy, practice or program of or any contract or agreement with the Company or
any of its affiliated companies at or subsequent to the Date of Termination
shall be payable in accordance with such plan, policy, practice or program or
contract or agreement except as explicitly modified by this Agreement.

            7. No Mitigation, etc. The Company's obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counterclaim, recoupment,
defense or other claim, right or action which the Company may have against the
Executive or others. In no event shall the Executive be obligated to seek other
employment or take any other action by way of mitigation of the amounts payable
to the Executive under any of the provisions of this Agreement and, such amounts
shall not be reduced whether or not the Executive obtains other employment. The
Company agrees to pay or promptly reimburse the Executive for all reasonable
costs and expenses (including all reasonable legal fees and expenses) which the
Executive may reasonably incur in connection with any dispute hereunder
(regardless of the outcome thereof) relating to the validity or enforceability
of, or liability under, any provision of this Agreement (including as a result
of any claim by the Executive regarding the amount of any payment pursuant to
this Agreement), plus in each case interest on any delayed payment at the
applicable Federal rate provided for in Section 7872(f)(2)(A) of the Internal
Revenue Code of 1986, as amended (the "Code"); provided, however, that the
foregoing obligation shall not apply with respect to any claim by the Executive
which is determined not to have been brought in good faith.

            8. Certain Additional Payments by the Company.

            (a) Anything in this Agreement to the contrary notwithstanding, in
the event it shall be determined that any payment, distribution or other benefit
provided by the Company or Crestar or any of their affiliates to or for the
benefit of the Executive (whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise, but
determined without regard to any additional payments required under this Section
8) (a "Payment") would be subject to the excise tax imposed by Section 4999 of
the Code or any interest or penalties are incurred by the Executive with respect
to such excise tax (such excise tax, together with any such interest and
penalties, are hereinafter collectively referred to as the "Excise Tax"), then
the Executive shall be entitled to receive an additional payment (a "Gross-Up
Payment") in an amount such that after payment by the Executive of all taxes
(including any interest or penalties imposed with respect to such taxes),
including, without limitation, any income taxes, employment taxes and Excise Tax
imposed upon the Gross-Up Payment, the Executive retains an amount of the
Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

<PAGE>



            (b) Subject to the provisions of Section 8(c), all determinations
required to be made under this Section 8, including whether and when a Gross-Up
Payment is required and the amount of such Gross-Up Payment and the assumptions
to be utilized in arriving at such determination, shall be made by KPMG Peat
Marwick LLP or such other certified public accounting firm reasonably acceptable
to the Company as may be designated by the Executive (the "Accounting Firm"),
which shall provide detailed supporting calculations both to the Company and the
Executive within 15 business days of the receipt of notice from the Executive
that there has been a Payment, or such earlier time as is requested by the
Company. All fees and expenses of the Accounting Firm shall be borne solely by
the Company. Any Gross-Up Payment, as determined pursuant to this Section 8,
shall be paid by the Company to the Executive within five days of the later of
(i) the due date for the payment of any Excise Tax, and (ii) the receipt of the
Accounting Firm's determination. Any determination by the Accounting Firm shall
be binding upon the Company and the Executive. As a result of the uncertainty in
the application of Section 4999 of the Code at the time of the initial
determination by the Accounting Firm hereunder, it is possible that Gross-Up
Payments which will not have been made by the Company should have been made
("Underpayment"), consistent with the calculations required to be made
hereunder. In the event that the Company exhausts its remedies pursuant to
Section 8(c) and the Executive thereafter is required to make a payment of any
Excise Tax, the Accounting Firm shall determine the amount of the Underpayment
that has occurred and any such Underpayment shall be promptly paid by the
Company to or for the benefit of the Executive.

            (c) The Executive shall notify the Company in writing of any claim
by the Internal Revenue Service that, if successful, would require the payment
by the Company of the Gross-Up Payment. Such notification shall be given as soon
as practicable but no later than ten business days after the Executive is
informed in writing of such claim and shall apprise the Company of the nature of
such claim and the date on which such claim is requested to be paid. The
Executive shall not pay such claim prior to the expiration of the 30-day period
following the date on which it gives such notice to the Company (or such shorter
period ending on the date that any payment of taxes with respect to such claim
is due). If the Company notifies the Executive in writing prior to the
expiration of such period that it desires to contest such claim, the Executive
shall:

<PAGE>


                 (i) give the Company any information reasonably requested by
the Company relating to such claim,

                 (ii) take such action in connection with contesting such claim
as the Company shall reasonably request in writing from time to time, including,
without limitation, accepting legal representation with respect to such claim by
an attorney reasonably selected by the Company,

                 (iii) cooperate with the Company in good faith in order
effectively to contest such claim, and

                 (iv) permit the Company to participate in any proceedings
relating to such claim;

provided, however, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest and shall indemnify and hold the Executive harmless, on an
after-tax basis, for any Excise Tax or income tax (including interest and
penalties with respect thereto) imposed as a result of such representation and
payment of costs and expenses. Without limitation on the foregoing provisions of
this Section 8(c), the Company shall control all proceedings taken in connection
with such contest and, at its sole option, may pursue or forgo any and all
administrative appeals, proceedings, hearings and conferences with the taxing
authority in respect of such claim and may, at its sole option, either direct
the Executive to pay the tax claimed and sue for a refund or contest the claim
in any permissible manner, and the Executive agrees to prosecute such contest to
a determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts as the Company shall determine;
provided, however, that if the Company directs the Executive to pay such claim
and sue for a refund, the Company shall advance the amount of such payment to
the Executive, on an interest-free loan basis and shall indemnify and hold the
Executive harmless, on an after-tax basis, from any Excise Tax or income tax
(including interest or penalties with respect thereto) imposed with respect to
such advance or with respect to any imputed income with respect to such advance;
and further provided that any extension of the statute of limitations relating
to payment of taxes for the taxable year of the Executive with respect to which
such contested amount is claimed to be due is limited solely to such contested
amount. Furthermore, the Company's control of the contest shall be limited to
issues with respect to which a Gross-Up Payment would be payable hereunder and
the Executive shall be entitled to settle or contest, as the case may be, any
other issue raised by the Internal Revenue Service or any other taxing
authority.

<PAGE>


            (d) If, after the receipt by the Executive of an amount advanced by
the Company pursuant to section 8(c), the Executive becomes entitled to receive
any refund with respect to such claim, the Executive shall (subject to the
Company's complying with the requirements of Section 8(c)) promptly pay to the
Company the amount of such refund (together with any interest paid or credited
thereon after taxes applicable thereto). If, after the receipt by the Executive
of an amount advanced as an interest free loan by the Company pursuant to
Section 8(c), a determination is made that the Executive shall not be entitled
to any refund with respect to such claim and the Company does not notify the
Executive in writing of its intent to contest such denial of refund prior to the
expiration of 30 days after such determination, then such loan shall be forgiven
and shall not be required to be repaid and the amount of such loan shall offset,
to the extent thereof, the amount of Gross-Up Payment required to be paid.

            9. Confidential Information.

            (a) The Executive shall hold in a fiduciary capacity for the benefit
of the Company all secret or confidential information, knowledge or data
relating to the Company or any of its affiliated companies, and their respective
businesses, which shall have been obtained by the Executive during the
Executive's employment by the Company or any of its affiliated companies and
which shall not be or become public knowledge (other than by acts by the
Executive or representatives of the Executive in violation of this Agreement).
After termination of the Executive's employment with the Company, the Executive
shall not, without the prior written consent of the Company or as may otherwise
be required by law or legal process, communicate or divulge any such
information, knowledge or data to anyone other than the Company and those
designated by it. In no event shall an asserted violation of the provisions of
this Section 9 constitute a basis for deferring or withholding any amounts
otherwise payable to the Executive under this Agreement.

            (b) In the event of a breach or threatened breach of this Section 9,
the Executive agrees that the Company shall (in addition to any other remedy
available to the Company) be entitled to injunctive relief in a court of
appropriate jurisdiction to remedy any such breach or threatened breach, the
Executive hereby acknowledging that damages would be inadequate and
insufficient.

            (c) Any termination of the Executive's employment or of this
Agreement shall have no effect on the continuing operation of this Section 9.

<PAGE>



            10. Anti-Pirating.

            (a) The Executive shall not, during the one year period following
his termination of employment for any reason under this Agreement, seek to
employ on his own behalf or on behalf of any other person, firm, or corporation
which engages, directly or indirectly, in the same business as the Company or
Crestar, any person who was employed as an employee by the Company or Crestar in
an executive, managerial or supervisory capacity at any time during the
Executive's employment by the Company or Crestar and who has not thereafter
ceased to be employed in such capacity by the Company or Crestar for a period of
at least one (1) year.

            (b) In the event of a breach or threatened breach of this Section
10, the Executive agrees that the Company shall (in addition to any other remedy
available to the Company) be entitled to injunctive relief in a court of
appropriate jurisdiction to remedy any such breach or threatened breach, the
Executive hereby acknowledging that damages would be inadequate and
insufficient.

            11. Successors.

            (a) This Agreement is personal to the Executive and without the
prior written consent of the Company shall not be assignable by the Executive
otherwise than by will or the laws of descent and distribution. This Agreement
shall inure to the benefit of and be enforceable by the Executive's legal
representatives.

            (b) This Agreement shall inure to the benefit of and be binding upon
the Company and its successors and assigns.

            (c) The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. As used in this Agreement, "Company" shall mean the Company as
hereinbefore defined and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement by operation of
law, or otherwise.

            12. Miscellaneous.

            (a) This Agreement shall be governed by and construed in accordance
with the laws of the State of Virginia, without reference to principles of
conflict of laws. The captions of this Agreement are not part of the provisions
hereof and shall have no force or effect. This Agreement may not be amended or
modified otherwise than by a written agreement executed by the parties hereto or
their respective successors and legal representatives.

<PAGE>


            (b) All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other party or by registered
or certified mail, return receipt requested, postage prepaid, addressed as
follows:

                  If to the Executive:

                  Richard G. Tilghman
                  Crestar Financial Corporation
                  919 East Main Street
                  Richmond, Virginia 23261



                  If to the Company:

                  SunTrust Banks, Inc.
                  303 Peachtree Street
                  Atlanta, Georgia 30308
                  Attention:  General Counsel

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.

            (c) The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement.

            (d) The Company may withhold from any amounts payable under this
Agreement such federal, state, local or foreign taxes as shall be required to be
withheld pursuant to any applicable law or regulation.

            (e) The Executive's or the Company's failure to insist upon strict
compliance with any provision of this Agreement or the failure to assert any
right the Executive or the Company may have hereunder, including, without
limitation, the right of the Executive to terminate employment for Good Reason
pursuant to Section 4(c) of this Agreement, shall not be deemed to be a waiver
of such provision or right or any other provision or right of this Agreement.

<PAGE>



            (f) From and after the Effective Date, this Agreement shall
supersede any other employment, severance or change in control agreement between
the parties hereto or between the Executive and Crestar, including Crestar's
Executive Severance Plan as in effect for Executive immediately prior to the
Effective Date (the "Severance Agreement") and no such employment, severance or
change in control agreement, including the Severance Agreement, shall have any
further force or effect whatsoever.

            13. Dispute Resolution. In the event of any dispute or controversy
arising under or in connection with this Agreement, the parties shall settle
such dispute or controversy exclusively by arbitration in Richmond, Virginia, in
accordance with the rules of the American Arbitration Association then in
effect. Judgment may be entered on the arbitrator's award in any court having
jurisdiction.

            14. Indemnification. To the fullest extent permitted by law, the
Company shall indemnify the Executive (including the advancement of expenses)
for any judgments, fines, amounts paid in settlement and reasonable expenses,
including attorneys' fees, incurred by the Executive in connection with the
defense of any lawsuit or other claim to which he is made a party by reason of
being an officer, director or employee of the Company or any of its affiliates
during the Employment period and for at least three (3) years thereafter, the
Company shall make every reasonable effort to maintain customary director and
officer liability insurance covering the Executive for acts and omissions during
the Employment Period. Any termination of the Executive's employment or of this
Agreement shall have no effect on the continuing operation of this Section 14.



<PAGE>







                  IN WITNESS WHEREOF, the parties have executed this Agreement
      on the date and year first above written.


                               SunTrust Banks, Inc.


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


                               /s/ Richard G. Tilghman
                               -------------------------------------   
                                   Richard G. Tilghman













                              EMPLOYMENT AGREEMENT

            AGREEMENT by and between SunTrust Banks, Inc., a Georgia corporation
(the "Company"), and James M. Wells III (the "Executive"), dated as of July 20,
1998, but effective as of the Effective Date (as hereinafter defined).

            The Company has determined that it is in the best interests of the
Company and its stockholders to assure that it will have the benefit of the
valuable services and continued dedication of the Executive following
consummation of the merger (the "Merger") of Crestar Financial Corporation
("Crestar") with the Company or a subsidiary of the Company pursuant to the
Agreement and Plan of Merger dated as of July 20, 1998, and the Executive has
agreed to serve the Company and Crestar Bank (the "Bank") on the terms and
conditions hereinafter set forth.

            NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, the Company and the Executive hereby agree as
follows:

            1. Effective Date. The "Effective Date" shall mean the date of
consummation of the Merger. In the event the Merger is not consummated, this
Agreement shall be null and void and of no force and effect.

            2. Employment Period. The Company acting on behalf of the Bank
hereby agrees to employ the Executive, and the Executive hereby agrees to be
employed by the Bank, subject to the terms and conditions of this Agreement, for
the period commencing on the Effective Date and ending on December 31, 2001 (the
"Employment Period"). The Company in addition hereby agrees to employ the
Executive in accordance with Section 3(a)(iii) for at least a part of the
Employment Period, and the Executive hereby agrees to be so employed by the
Company.

            3. Terms of Employment.

            (a) Position; Duties; Place of Employment.


                 (i) Except as provided in Section 3(a)(iii) hereof, during the
Employment Period, (A) the Executive shall serve as the President and Chief
Operating Officer of the Bank, (B) the Executive's services under this Agreement
shall be performed principally in the same location or locations as the
Executive's services were performed for Crestar immediately prior to the
Effective Date, (C) Executive shall have the duties and responsibility and
authority with respect to the Bank's operations where the Bank does business
which are substantially similar to his duties, responsibilities and authority
with Crestar immediately prior to the Merger, and (D) the Executive shall report
directly to the Bank's Chief Executive Officer and shall perform such additional
duties as may be reasonably requested by such Chief Executive Officer.

<PAGE>



                 (ii) During the Employment Period, and excluding any periods of
vacation and sick leave to which the Executive is entitled, the Executive agrees
to devote substantially all of his attention and time during normal business
hours to the business and affairs of the Bank and to use the Executive's
reasonable best efforts to perform faithfully and efficiently the
responsibilities assigned to him under this Agreement. During the Employment
Period, it shall not be a violation of this Agreement for the Executive to (A)
serve on corporate, civic or charitable boards or committees, (B) deliver
lectures, fulfill speaking engagements or teach at educational institutions and
(C) manage personal investments, so long as such activities do not unreasonably
interfere with the performance of the Executive's responsibilities as an
employee of the Bank in accordance with this Agreement. It is expressly
understood and agreed that to the extent that any such activities have been
conducted regularly by the Executive prior to the Effective Date, the continued
conduct of such activities (or the conduct of activities similar in nature and
scope thereto) subsequent to the Effective Date shall not thereafter be deemed
to unreasonably interfere with the performance of the Executive's
responsibilities to the Bank.

                 (iii) At such time during the Employment Period as the person
who was the Bank's Chief Executive Officer on the Effective Date (the "Current
Bank CEO") ceases for any reason to serve in such capacity, the Company and the
Bank shall take all actions necessary or appropriate to cause the Executive to
be appointed as an Executive Vice President of the Company and to be nominated
and elected the Chairman of the Bank's Board of Directors and Chief Executive
Officer of the Bank, with such duties, authorities and reporting
responsibilities as are normally associated from time to time with such status.

            (b) Board Membership. As of the Effective Date, the Company shall
cause the Board of Directors of the Bank (the "Bank Board") to nominate the
Executive (and the Bank Board shall elect Executive) as a member of the Bank
Board. So long as the Executive serves as an employee of the Company or the Bank
during the Employment Period, the Company shall cause the Bank Board to continue
to elect Executive as a member of the Bank Board. Executive shall resign from
the Bank Board effective as of the date his employment terminates, and his
resignation shall be accepted.

            (c) Compensation.

<PAGE>


                 (i) Base Salary. With respect to each full calendar year during
the Employment Period, the Executive shall be entitled to receive base salary
("Annual Base Salary") at an annual rate equal to $500,000 for calendar year
1998, $525,000 for calendar year 2000 and $550,000 for calendar year 2001. Such
Annual Base Salary shall be paid in accordance with the Company's payroll
policies and practices for executive employees.

                 (ii) Annual Bonus. With respect to each full calendar year
during the Employment Period, the Executive shall receive an annual cash bonus
("Annual Bonus") in an amount equal to $300,000 for calendar year 1999, $315,000
for calendar year 2000 and, for calendar year 2001, the greater of $330,000 or
the aggregate amount paid to the Executive for such calendar year under the
Company's Management Incentive Plan ("MIP") and Performance Unit Plan ("PUP").
Such Annual Bonus shall be paid in accordance with the Company's payroll
policies and practices for executive employees.

                 (iii) Initial Equity-Based Awards. As of the Effective Date,
the Company shall grant to the Executive an aggregate of 30,000 shares of
restricted the Company's common stock (the "Restricted Stock") and a ten-year
nonqualified option (the "Option") to acquire an aggregate of 90,000 shares of
the Company's common stock (the "Company Stock"). The Option shall have an
exercise price per share equal to the closing price per share of the Company
Stock on the New York Stock Exchange on the Effective Date and shall be subject
to the anti-dilution adjustments set forth in the Company's 1995 stock option
plan under which the option is granted. Except as otherwise provided herein, the
Option and the Restricted Stock shall vest in accordance with the vesting
schedule applicable to Executive Vice Presidents of the Company, but the Option
and the Restricted Stock shall fully vest in no event later than the earlier of
(1) the end of the Employment Period or (2) the occurrence of an event which
fully vests all options granted under the Company's 1995 stock option plan. The
Option and the Restricted Stock shall also become fully vested upon Executive's
death, Disability, termination of Executive's employment by the Company or the
Bank without Cause and termination of Executive's employment by the Executive
for Good Reason. The Option shall have a ten year term and shall remain
exercisable until the expiration of such term unless the Executive's employment
is terminated by the Company for Cause or by the Executive without Good Reason;
provided, however, that in the event of a merger transaction in which the
Company is not the surviving corporation, the foregoing shall not be construed
as precluding the Option from being treated in such transaction in the same
manner as other outstanding options held by Company employees. As promptly as
practicable, and in any event within six (6) months after the Effective Date,
the Company shall, at its expense, cause all shares of Restricted Stock and all
shares of Company Stock subject to the Option (and the options referred to in
paragraph (iv) below) to be registered under the Securities Act of 1933, as
amended (the "Securities Act"), and registered or qualified under applicable
state laws, to be freely resold. The Company shall maintain the effectiveness of
such registration and qualification for so long as the Executive or any member
of the Executive's immediate family owns the shares of Restricted Stock or hold
any option described in this Agreement or owns the underlying shares of Company
Stock or until such earlier date as all such shares, without such registration
or qualification, may be freely sold without any restrictions under the
Securities Act.

<PAGE>


                 (iv) Future Grants. During the Employment Period, Executive
shall receive grants of PUP units, stock options, restricted stock and other
equity-based awards (and, for calendar year 2001, MIP units) at the same time as
and consistent with the grants made to Executive Vice Presidents of the Company
who have substantially the same duties and responsibilities as the Executive but
in no event shall the Executive be granted options to purchase Company Stock
under the Company's stock option plan for less than 15,000 shares in 1999 (the
"1999 option"), for less than 15,000 shares in 2000 (the "2000 option") and for
less than 15,000 shares in 2001 (the "2001 option"). Each such option shall be
granted subject to the terms of such plan for a ten (10) year term, provided,
however, that (A) each such option shall fully vest no later than the earlier of
(1) the end of the Employment Period or (2) the occurrence of an event which
fully vests all options granted under the Company's stock option plan, (B) each
such option shall fully vest upon Executive's death, Disability, termination of
employment by the Company without Cause and termination of employment by the
Executive for Good Reason, and (C) each such option shall remain exercisable
until the expiration of such term unless the Executive's employment is
terminated by the Company for Cause or by the Executive without Good Reason.
Notwithstanding clause (C) of the preceding sentence, if the Executive's
employment terminates pursuant to his resignation under Section 4(c)(ii), the
1999 option shall remain exercisable by the Executive until expiration of the
five (5) year period starting on the date of the grant of such option without
regard to such termination; and the 2000 option shall remain exercisable until
expiration of the two and one half (2 1/2) year period starting on the date of
the grant of such option and, if the Executive does not resign under Section
4(c)(ii), until at least the expiration of the 5-year period starting on such
date of grant. The 2001 option shall remain exercisable after a termination of
employment on the same basis as options granted to the Company's Executive Vice
Presidents who have substantially the same duties and responsibilities as the
Executive. However, no option shall be granted to the Executive under this
Section 3(c)(iv) if his employment by the Company and the Bank terminates before
the date the option is granted; provided, however, that any such option not
theretofore granted shall be deemed to have been granted immediately prior to
the date as of which Executive's employment is terminated by the Company without
Cause or by the Executive for Good Reason (other than pursuant to Section
4(c)(ii) hereof). These grants shall be made by the Board or an appropriate
Committee thereof. 

<PAGE>

                 (v) Supplemental Retirement Benefit. The Company agrees that,
upon the Executive's ceasing to be employed by the Company for any reason on or
before the end of the Employment Period, the Executive shall have the right to
receive, at his election (or, in the event of his death, at the election of his
surviving spouse) either (A) the benefit payable to or in respect of Executive
under the terms of the supplemental retirement plan of Crestar as in effect on
July 20, 1998 treating all service and compensation (salary and bonus) earned by
the Executive with the Company on and after the Effective Date as service and
compensation with Crestar or (B) the benefit payable to or in respect of the
Executive under the terms of the Company's supplemental retirement plan as in
effect on July 20, 1998, treating all service with and compensation from Crestar
prior to the Effective Date as service with, and compensation from, the Company
to the extent such service and compensation would have been taken into account
under such plan if such service had been performed for the Company and such
compensation had been paid by the Company. No compensation under Crestar's value
share program shall be taken into account under this Section 3(c)(v).


                 (vi) Other Employee Benefit Plans; Perquisites. During the
Employment Period, the Executive shall be provided with employee benefits
(including, but not limited to, medical benefits and life insurance, but
excluding benefits which are like the benefits described in Section 3(c)(i)
through section 3(c)(v) of this Agreement) and fringe benefits and other
perquisites, at a level not less favorable than that provided to the Executive
by Crestar immediately prior to the Effective Date.

                 (vii) Expenses. During the Employment Period, the Executive
shall be entitled to receive prompt reimbursement for all reasonable expenses
incurred by the Executive in accordance with the Company's and the Bank's
policies.

                 (viii) Office and Support Staff. During the Employment Period,
the Executive shall be entitled to an office or offices of a size and with
furnishings and to administrative and other support services as are provided
generally to other senior executives of the Company and the Bank.

                 (ix) Vacation. During the Employment Period, the Executive
shall be entitled to paid vacation in accordance with the plans, policies,
programs and practices of the Company and the Bank with respect to other senior
executives of the Company and the Bank.

                 4. Termination of Employment.

<PAGE>


            (a) Death or Disability. The Executive's employment shall terminate
automatically upon the Executive's death during the Employment Period. If the
Company determines in good faith that the Disability of the Executive has
occurred during the Employment Period (pursuant to the definition of Disability
set forth below), it may give to the Executive written notice in accordance with
Section 13(b) of this Agreement of its intention to terminate the Executive's
employment. In such event, the Executive's employment with the Company and the
Bank shall terminate effective on the 30th day after receipt of such notice by
the Executive (the "Disability Effective Date"), provided that, within the 30
days after such receipt, the Executive shall not have returned to the full-time
performance of the Executive's duties. For purposes of this Agreement,
"Disability" shall mean the absence of the Executive from the Executive's duties
with the Company and the Bank on a full-time basis for 180 consecutive business
days as a result of incapacity due to mental or physical illness which is
determined to be total and permanent by a physician selected by the Company or
its insurers and acceptable to the Executive or the Executive's legal
representative.

            (b) Cause. The Company or the Bank may terminate the Executive's
employment during the Employment Period for Cause. For purposes of this
Agreement, "Cause" shall mean:

                 (i) the continued failure of the Executive to perform
substantially the Executive's duties with the Company or the Bank (other than
any such failure resulting from incapacity due to physical or mental illness),
after a written demand for substantial performance is delivered to the Executive
by the Board of Directors of the Company (the "Board") which specifically
identifies the manner in which the Board believes that the Executive has not
substantially performed the Executive's duties, or

                 (ii) the willful engaging by the Executive in illegal conduct
or gross misconduct, which is materially and demonstrably injurious to the
Company or the Bank, or

                 (iii) conviction of a felony or guilty or nolo contendere plea
by the Executive with respect thereto, which is materially and demonstrably
injurious to the Company or the Bank.

For purposes of this provision, no act or failure to act, on the part of the
Executive, shall be considered "willful" unless it is done, or omitted to be
done, by the Executive in bad faith or without reasonable belief that the
Executive's action or omission was in the best interests of the Company or the
Bank. Any act, or failure to act, based upon authority given pursuant to a
resolution duly adopted by the Board or upon the instructions of the Chief
Executive Officer of the Company or based upon the advice of counsel for the
Company shall be conclusively presumed to be done, or omitted to be done, by the
Executive in good faith and in the best interests of the Company and the Bank.
The cessation of employment of the Executive shall not be deemed to be for Cause
unless and until there shall have been delivered to the Executive a copy of a
resolution duly adopted by the affirmative vote of not less than two-thirds of
the entire membership of the Board at a meeting of the Board called and held for
such purpose (after reasonable notice is provided to the Executive and the
Executive is given an opportunity, together with counsel, to be heard before the
Board), finding that, in the good faith opinion of the Board, the Executive is
guilty of the conduct described in subparagraph (i), (ii) or (iii) above and
specifying the particulars thereof in detail.

<PAGE>


            (c) Good Reason. 

                 (i) The Executive's employment may be terminated by the
Executive for Good Reason. For purposes of this Agreement, "Good Reason" shall
occur upon a good faith determination by the Executive that the Company or the
Bank has materially breached any of its obligations under this Agreement, which
breach is not cured within 20 days of the receipt of written notice of such
breach by the Company or the Bank from the Executive.

                 (ii) If the Executive tenders his resignation to the Chairman
of the Board effective as of the end of the eighteen (18) month period which
starts on the Effective Date and he does so before the end of such eighteen (18)
month period, the Company shall treat his resignation under this Section
4(c)(ii) the same as a termination of employment for Good Reason under this
Agreement.

            (d) Notice of Termination. Any termination by the Company or the
Bank for Cause, or by the Executive for Good Reason, shall be communicated by
Notice of Termination to each other party hereto given in accordance with
Section 13(b) of this Agreement. For purposes of this Agreement, a "Notice of
Termination" shall mean a written notice which (i) indicates the specific
termination provision in this Agreement relied upon, (ii) to the extent
applicable, sets forth in reasonable detail the facts and circumstances claimed
to provide a basis for termination of the Executive's employment under the
provision so indicated and (iii) if the Date of Termination (as defined below)
is other than the date of receipt of such notice, specifies the termination date
(which date shall be not more than thirty days after the giving of such notice).

            (e) Date of Termination. "Date of Termination" shall mean (i) if the
Executive's employment is terminated by the Company or the Bank for Cause, or by
the Executive for Good Reason, the date of receipt of the Notice of Termination
or any later date specified therein in accordance with this Agreement, (ii) if
the Executive's employment is terminated by the Company or the Bank other than
for Cause or Disability, the Date of Termination shall be the date on which the
Company or the Bank notifies the Executive of such termination and (iii) if the
Executive's employment is terminated by reason of death or Disability, the Date
of Termination shall be the date of death of the Executive or the Disability
Effective Date, as the case may be.

<PAGE>


            5. Company and Bank Obligations upon Termination.

            (a) Good Reason; Other Than for Cause or Disability. If, during the
Employment Period, the Company or the Bank shall terminate the Executive's
employment other than for Cause or Disability or the Executive shall terminate
employment for Good Reason:

                 (i) the Company shall pay (or cause the Bank to pay) to the
Executive, in addition to any earned but unpaid portion of the Executive's
Annual Base Salary and Annual Bonus through the Date of Termination (the
"Accrued Obligations"), a lump sum cash payment, within 10 days after the Date
of Termination, in an amount equal to the Annual Base Salary and the Annual
Bonus (which for the year 2001 shall be deemed to be $330,000) which would have
been paid to the Executive for the remainder of the Employment Period absent
such termination;

                 (ii) for the remainder of the Employment Period, the Company
shall continue to provide to the Executive (and, to the extent applicable, his
spouse) medical and dental benefits (collectively "Medical Benefits") and other
welfare benefits, fringe benefits and perquisites on the same basis as such
benefits and perquisites were provided to the Executive immediately prior to the
Date of Termination;

                 (iii) the Option, the Restricted Stock and any other nonvested
stock option or restricted stock awards, as well as the options referred to in
Section 3(c)(iv) hereof, shall vest immediately;

                 (iv) the Company shall pay (or cause the Bank of pay) to the
Executive a lump sum cash payment, within 30 days after the Date of Termination,
in an amount equal to the amount the Company or the Bank would have contributed
on the Executive's behalf to any qualified or supplemental defined contribution
plan for the period from the Date of Termination through and including the end
of the Employment Period, had the Executive's employment not terminated
hereunder;

                 (v) to the extent not theretofore paid or provided, the Company
shall timely pay or provide (or cause the Bank to pay or provide) to the
Executive any other amounts or benefits required to be paid or provided or which
the Executive is eligible to receive under any plan, program, policy or practice
or contract or agreement of the Company or the Bank through the Date of
Termination, including retiree medical and dental benefits and executive life
insurance benefits in accordance with Crestar's current practice with respect to
its "grandfathered" executives (such other amounts and benefits shall be
hereinafter referred to as the "Other Benefits"); and

<PAGE>


                 (vi) the Company shall pay (or cause the Bank to pay) to
Executive (and, after his death, his surviving spouse) the supplemental
retirement benefit due under Section 3(c)(iv) as if Executive had worked for the
Bank or the Company until the end of the Employment Period and been paid the
compensation described in Section 5(a)(i).

            (b) Death. If the Executive's employment is terminated by reason of
the Executive's death during the Employment Period, this Agreement shall
terminate without further obligations to the Executive's legal representatives
under this Agreement, other than the payment of Accrued Obligations, the timely
payment or provision of Other Benefits to or in respect of the Executive and the
payment to the Executive's surviving spouse of the supplemental retirement
benefits hereunder. In addition, the Option and the Restricted Stock, as well as
the options referred to in Section 3(c)(iv) hereof, shall vest immediately.
Accrued Obligations shall be paid to the Executive's estate or beneficiary, as
applicable, in a lump sum in cash within 30 days of the Date of Termination.

            (c) Disability. If the Executive's employment is terminated by
reason of the Executive's Disability during the Employment Period, this
Agreement shall terminate without further obligations to the Executive, other
than for payment of Accrued Obligations, the timely payment or provision of
Other Benefits and the payment of the supplemental retirement benefit hereunder.
In addition, the Option and the Restricted Stock, as well as the options
referred to in Section 3(c)(iv) hereof, shall vest immediately. Accrued
Obligations shall be paid to the Executive in a lump sum in cash within 30 days
of the Date of Termination.

            (d) Cause; other than for Good Reason. If the Executive's employment
shall be terminated for Cause or the Executive terminates his employment without
Good Reason during the Employment Period, this Agreement shall terminate without
further obligations to the Executive other than the obligation to pay or provide
to the Executive the Accrued Obligations and Other Benefits, in each case to the
extent theretofore unpaid or not provided, and the payment of the supplemental
retirement benefit hereunder.

            (e) Effect. Any termination of the Executive's employment shall have
no effect on the continuing operation of this Section 5.

<PAGE>


            6. Non-exclusivity of Rights. Except as specifically provided,
nothing in this Agreement shall prevent or limit the Executive's continuing or
future participation in any plan, program, policy or practice provided by the
Company or any of its affiliated companies and for which the Executive may
qualify, nor, subject to Section 13(f), shall anything herein limit or otherwise
affect such rights as the Executive may have under any contract or agreement
with the Company or any of its affiliated companies. Amounts which are vested
benefits or which the Executive is otherwise entitled to receive under any plan,
policy, practice or program of or any contract or agreement with the Company or
any of its affiliated companies at or subsequent to the Date of Termination
shall be payable in accordance with such plan, policy, practice or program or
contract or agreement except as explicitly modified by this Agreement.

            7. No Mitigation, etc. The Company's and the Bank's obligation to
make the payments provided for in this Agreement and otherwise to perform their
respective obligations hereunder shall not be affected by any set-off,
counterclaim, recoupment, defense or other claim, right or action which the
Company or the Bank may have against the Executive or others. In no event shall
the Executive be obligated to seek other employment or take any other action by
way of mitigation of the amounts payable to the Executive under any of the
provisions of this Agreement and, such amounts shall not be reduced whether or
not the Executive obtains other employment. The Company agrees to pay (or to
cause the Bank to pay) or promptly reimburse the Executive for all reasonable
costs and expenses (including all reasonable legal fees and expenses) which the
Executive may reasonably incur in connection with any dispute hereunder
(regardless of the outcome thereof) relating to the validity or enforceability
of, or liability under, any provision of this Agreement (including as a result
of any claim by the Executive regarding the amount of any payment pursuant to
this Agreement), plus in each case interest on any delayed payment at the
applicable Federal rate provided for in Section 7872(f)(2)(A) of the Internal
Revenue Code of 1986, as amended (the "Code"); provided, however, that the
foregoing obligation shall not apply with respect to any claim by the Executive
which is determined not to have been brought in good faith.

            8. Certain Additional Payments by the Company.

            (a) Anything in this Agreement to the contrary notwithstanding, in
the event it shall be determined that any payment, distribution or other benefit
provided by the Company, the Bank or Crestar or any of their affiliates to or
for the benefit of the Executive (whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise, but
determined without regard to any additional payments required under this Section
8) (a "Payment") would be subject to the excise tax imposed by Section 4999 of
the Code or any interest or penalties are incurred by the Executive with respect
to such excise tax (such excise tax, together with any such interest and
penalties, are hereinafter collectively referred to as the "Excise Tax"), then
the Executive shall be entitled to receive an additional payment (a "Gross-Up
Payment") in an amount such that after payment by the Executive of all taxes
(including any interest or penalties imposed with respect to such taxes),
including, without limitation, any income taxes, employment taxes and Excise Tax
imposed upon the Gross-Up Payment, the Executive retains an amount of the
Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

<PAGE>


            (b) Subject to the provisions of Section 8(c), all determinations
required to be made under this Section 8, including whether and when a Gross-Up
Payment is required and the amount of such Gross-Up Payment and the assumptions
to be utilized in arriving at such determination, shall be made by KPMG Peat
Marwick LLP or such other certified public accounting firm reasonably acceptable
to the Company as may be designated by the Executive (the "Accounting Firm"),
which shall provide detailed supporting calculations both to the Company and the
Executive within 15 business days of the receipt of notice from the Executive
that there has been a Payment, or such earlier time as is requested by the
Company. All fees and expenses of the Accounting Firm shall be borne solely by
the Company. Any Gross-Up Payment, as determined pursuant to this Section 8,
shall be paid by the Company or the Bank to the Executive within five days of
the later of (i) the due date for the payment of any Excise Tax, and (ii) the
receipt of the Accounting Firm's determination. Any determination by the
Accounting Firm shall be binding upon the Company, the Bank and the Executive.
As a result of the uncertainty in the application of Section 4999 of the Code at
the time of the initial determination by the Accounting Firm hereunder, it is
possible that Gross-Up Payments which will not have been made by the Company or
the Bank should have been made ("Underpayment"), consistent with the
calculations required to be made hereunder. In the event that the Company
exhausts its remedies pursuant to Section 8(c) and the Executive thereafter is
required to make a payment of any Excise Tax, the Accounting Firm shall
determine the amount of the Underpayment that has occurred and any such
Underpayment shall be promptly paid by the Company or the Bank to or for the
benefit of the Executive.

            (c) The Executive shall notify the Company in writing of any claim
by the Internal Revenue Service that, if successful, would require the payment
by the Company of the Gross-Up Payment. Such notification shall be given as soon
as practicable but no later than ten business days after the Executive is
informed in writing of such claim and shall apprise the Company of the nature of
such claim and the date on which such claim is requested to be paid. The
Executive shall not pay such claim prior to the expiration of the 30-day period
following the date on which it gives such notice to the Company (or such shorter
period ending on the date that any payment of taxes with respect to such claim
is due). If the Company notifies the Executive in writing prior to the
expiration of such period that it desires to contest such claim, the Executive
shall:


<PAGE>

                 (i) give the Company any information reasonably requested by
the Company relating to such claim,

                 (ii) take such action in connection with contesting such claim
as the Company shall reasonably request in writing from time to time, including,
without limitation, accepting legal representation with respect to such claim by
an attorney reasonably selected by the Company,

                 (iii) cooperate with the Company in good faith in order
effectively to contest such claim, and

                 (iv) permit the Company or the Bank to participate in any
proceedings relating to such claim;

provided, however, that the Company or the Bank shall bear and pay directly all
costs and expenses (including additional interest and penalties) incurred in
connection with such contest and shall indemnify and hold the Executive
harmless, on an after-tax basis, for any Excise Tax or income tax (including
interest and penalties with respect thereto) imposed as a result of such
representation and payment of costs and expenses. Without limitation on the
foregoing provisions of this Section 8(c), the Company shall control all
proceedings taken in connection with such contest and, at its sole option, may
pursue or forgo any and all administrative appeals, proceedings, hearings and
conferences with the taxing authority in respect of such claim and may, at its
sole option, either direct the Executive to pay the tax claimed and sue for a
refund or contest the claim in any permissible manner, and the Executive agrees
to prosecute such contest to a determination before any administrative tribunal,
in a court of initial jurisdiction and in one or more appellate courts as the
Company shall determine; provided, however, that if the Company directs the
Executive to pay such claim and sue for a refund, the Company or the Bank shall
advance the amount of such payment to the Executive, on an interest-free loan
basis and shall indemnify and hold the Executive harmless, on an after-tax
basis, from any Excise Tax or income tax (including interest or penalties with
respect thereto) imposed with respect to such advance or with respect to any
imputed income with respect to such advance; and further provided that any
extension of the statute of limitations relating to payment of taxes for the
taxable year of the Executive with respect to which such contested amount is
claimed to be due is limited solely to such contested amount. Furthermore, the
Company's control of the contest shall be limited to issues with respect to
which a Gross-Up Payment would be payable hereunder and the Executive shall be
entitled to settle or contest, as the case may be, any other issue raised by the
Internal Revenue Service or any other taxing authority.

<PAGE>


            (d) If, after the receipt by the Executive of an amount advanced by
the Company or the Bank pursuant to section 8(c), the Executive becomes entitled
to receive any refund with respect to such claim, the Executive shall (subject
to the Company's or the Bank's complying with the requirements of Section 8(c))
promptly pay to the Company or the Bank the amount of such refund (together with
any interest paid or credited thereon after taxes applicable thereto). If, after
the receipt by the Executive of an amount advanced as an interest free loan by
the Company or the Bank pursuant to Section 8(c), a determination is made that
the Executive shall not be entitled to any refund with respect to such claim and
the Company or the Bank does not notify the Executive in writing of its intent
to contest such denial of refund prior to the expiration of 30 days after such
determination, then such loan shall be forgiven and shall not be required to be
repaid and the amount of such loan shall offset, to the extent thereof, the
amount of Gross-Up Payment required to be paid.

            9. Confidential Information.

            (a) The Executive shall hold in a fiduciary capacity for the benefit
of the Company and the Bank all secret or confidential information, knowledge or
data relating to the Company, the Bank or any of their affiliated companies, and
their respective businesses, which shall have been obtained by the Executive
during the Executive's employment by the Company or the Bank and which shall not
be or become public knowledge (other than by acts by the Executive or
representatives of the Executive in violation of this Agreement). After
termination of the Executive's employment with the Company or the Bank, the
Executive shall not, without the prior written consent of the Company or as may
otherwise be required by law or legal process, communicate or divulge any such
information, knowledge or data to anyone other than the Company or the Bank, and
those designated by it. In no event shall an asserted violation of the
provisions of this Section 9 constitute a basis for deferring or withholding any
amounts otherwise payable to the Executive under this Agreement.

            (b) In the event of a breach or threatened breach of this Section 9,
the Executive agrees that the Company or the Bank shall (in addition to any
other remedy available) be entitled to injunctive relief in a court of
appropriate jurisdiction to remedy any such breach or threatened breach, the
Executive hereby acknowledging that damages would be inadequate and
insufficient.

            (c) Any termination of the Executive's employment or of this
Agreement shall have no effect on the continuing operation of this Section 9.

            10. Anti-Pirating.

<PAGE>


            (a) The Executive shall not, during the one year period following
his termination of employment for any reason under this Agreement, seek to
employ on his own behalf or on behalf of any other person, firm, or corporation
which engages, directly or indirectly, in the same business as the Company or
the Bank, any person who was employed as an employee by the Company or the Bank
in an executive, managerial or supervisory capacity at any time during the
Executive's employment by the Company or the Bank and who has not thereafter
ceased to be employed in such capacity by the Company or the Bank for a period
of at least one (1) year.

            (b) In the event of a breach or threatened breach of this Section
10, the Executive agrees that the Company or the Bank shall (in addition to any
other remedy available) be entitled to injunctive relief in a court of
appropriate jurisdiction to remedy any such breach or threatened breach, the
Executive hereby acknowledging that damages would be inadequate and
insufficient.

            11. Successors.

            (a) This Agreement is personal to the Executive and without the
prior written consent of the Company and the Bank shall not be assignable by the
Executive otherwise than by will or the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by the Executive's
legal representatives. 

            (b) This Agreement shall inure to the benefit of and be binding upon
the Company, the Bank and their successors and assigns.

            (c) The Company and the Bank each will require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of its business and/or assets to assume expressly and
agree to perform this Agreement in the same manner and to the same extent that
the Company or the Bank would be required to perform it if no such succession
had taken place. As used in this Agreement, "Company" shall mean the Company and
the Bank as hereinbefore defined and any successor to their businesses and the
Bank, respectively, and/or assets as aforesaid which assumes and agrees to
perform this Agreement by operation of law, or otherwise.

     12. Noncompete. 

     (a) If the Executive tenders his resignation under Section 4(c)(ii), the
Executive for the two (2) year period starting on the date his employment with
the Bank terminates pursuant to such resignation shall not serve as an officer,
director or employee, or consultant to, or be a significant investor in, any
organization which engages in Virginia, Maryland and/or the District of Columbia
in the same business, or same lines of business, engaged in by the Bank in
Virginia, Maryland and/or the District of Columbia on the date his employment so
terminates. The Executive shall not be treated under this Section 12 as a
significant investor in an organization unless he owns directly or indirectly a
ten percent (10%) or more equity interest in the stock or capital or profits of
such organization.

<PAGE>


            (b) Executive agrees that this Section 12 is reasonable, fair and
equitable in light of his duties and responsibilities under this Agreement and
that it is necessary to protect the ligitimate business interests of the Company
and the Bank and, further, that it consitutes a material inducement to agree to
treating a resignation under Section 4(c)(ii) the same as a termination for Good
Reason. In the event of a breach or threatened breach of this Section 12, the
Executive agrees that the Bank shall (in addition to any other remedy available)
be entitled to injunctive relief in a court of competent jurisdiction to remedy
any such breach or threatened breach, the Executive hereby acknowledging that
damages would be inadequate and insufficient.

            13. Miscellaneous.

            (a) This Agreement shall be governed by and construed in accordance
with the laws of the State of Virginia, without reference to principles of
conflict of laws. The captions of this Agreement are not part of the provisions
hereof and shall have no force or effect. This Agreement may not be amended or
modified otherwise than by a written agreement executed by the parties hereto or
their respective successors and legal representatives.

            (b) All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other party or by registered
or certified mail, return receipt requested, postage prepaid, addressed as
follows:

          If to the Executive:                James M. Wells III
                                              Crestar Financial Corporation
                                              919 East Main Street
                                              Richmond, Virginia 23261

          If to the Company or the Bank:

                                              SunTrust Banks, Inc.
                                              303 Peachtree Street
                                              Atlanta, Georgia 30309
                                              Attention: General Counsel

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee. 

<PAGE>


            (c) The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement.

            (d) The Company or the Bank may withhold from any amounts payable
under this Agreement such federal, state, local or foreign taxes as shall be
required to be withheld pursuant to any applicable law or regulation.

            (e) The Executive's or the Company's or the Bank's failure to insist
upon strict compliance with any provision of this Agreement or the failure to
assert any right the Executive or the Company or the Bank may have hereunder,
including, without limitation, the right of the Executive to terminate
employment for Good Reason pursuant to Section 4(c) of this Agreement, shall not
be deemed to be a waiver of such provision or right or any other provision or
right of this Agreement.

            (f) From and after the Effective Date, this Agreement shall
supersede any other employment, severance or change in control agreement between
the parties hereto or between the Executive and Crestar, including Crestar's
Executive Severance Plan as in effect for Executive immediately prior to the
Effective Date (the "Severance Agreement") and no such employment, severance or
change in control agreement, including the Severance Agreement, shall have any
further force or effect whatsoever.

            14. Dispute Resolution. In the event of any dispute or controversy
arising under or in connection with this Agreement, the parties shall settle
such dispute or controversy exclusively by arbitration in Richmond, Virginia, in
accordance with the rules of the American Arbitration Association then in
effect. Judgment may be entered on the arbitrator's award in any court having
jurisdiction.

            15. Indemnification. To the fullest extent permitted by law, the
Company and the Bank shall indemnify the Executive (including the advancement of
expenses) for any judgments, fines, amounts paid in settlement and reasonable
expenses, including attorneys' fees, incurred by the Executive in connection
with the defense of any lawsuit or other claim to which he is made a party by
reason of being an officer, director or employee of the Company or the Bank or
any of their affiliates during the Employment period and for at least three (3)
years thereafter, the Company or the Bank shall make every reasonable effort to
maintain customary director and officer liability insurance covering the
Executive for acts and omissions during the Employment Period. Any termination
of the Executive's employment or of this Agreement shall have no effect on the
continuing operation of this Section 15.



<PAGE>







            IN WITNESS WHEREOF, the parties have executed this Agreement on the
date and year first above written.


                              SunTrust Banks, Inc.


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



                              /s/ James M. Wells III
                              ---------------------------------------------
                              James M. Wells III





                                                                   EXHIBIT 23.1


                          CONSENT OF LEHMAN BROTHERS

     We hereby consent to the use of our opinion letter dated July 20, 1998 to
Board of Directors of SunTrust Banks, Inc. ("SunTrust") attached as Annex B to
SunTrust's Registration Statement on Form S-4 and to references to our firm in
the Joint Proxy Statement/Prospectus forming a part thereof under the headings
"Summary" and "The Merger". In giving such consent, we do not admit that we
come within the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder (the "Securities Act") and we do
not thereby admit that we are experts with respect to any part of the
Registration Statement under the meaning of the term "expert" as used in the
Securities Act.



                                        LEHMAN BROTHERS INC.

                                        By: /s/ SIMON K. ADAMIYATT
                                           ------------------------
                                          Simon K. Adamiyatt
                                          Managing Director


New York, New York
August 12, 1998




                                                                   EXHIBIT 23.2


                 CONSENT OF MORGAN STANLEY & CO. INCORPORATED

     We hereby consent to the inclusion of the Registration Statement on Form
S-4 relating to the proposed merger of Crestar Financial Corporation with and
into SMR Corporation (Va.), a wholly-owned subsidiary of SunTrust Banks, Inc.,
of our opinion letter to the Board of Directors of Crestar Financial
Corporation included as Annex C to the Joint Proxy Statement/Prospectus which
is a part of the Registration Statement, and to the references to such letter
and our firm name in such Joint Proxy Statement/Prospectus. In giving such
consent, we do not thereby admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations adopted by the Securities and Exchange
Commission thereunder nor do we admit that we are experts with respect to any
part of such Registration Statement within the meaning of the term "experts" as
used in the Securities Act of 1933, as amended, or the rules and regulations of
the Securities and Exchange Commission thereunder.


                                        MORGAN STANLEY & CO. INCORPORATED


                                        By: /s/ WILLIAM M. WEIANT
                                            ---------------------
                                          William M. Weiant
                                          Managing Director


New York, New York
August 13, 1998





                                                                   EXHIBIT 23.3


                   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 included 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.



                                        /s/ARTHUR ANDERSEN LLP


Atlanta, Georgia
August 14, 1998





                                                                   EXHIBIT 23.4


                       INDEPENDENT ACCOUNTANTS' CONSENT

     We consent to the use of our report included in Crestar Financial
Corporation's Annual Report on Form 10-K for the year ended December 31, 1997
incorporated herein by reference and to the reference to our firm under the
heading "Experts" in the proxy statement/prospectus. Our report refers to our
reliance on another auditors' report with respect to amounts related to
Citizens Bancorp for 1996 and 1995 included in the aforementioned consolidated
financial statements.



                                        /s/ KPMG PEAT MARWICK LLP


Richmond, Virginia
August 11, 1998





                                                                   EXHIBIT 23.5


                         INDEPENDENT AUDITORS' CONSENT

     We consent to the incorporation by reference in this Registration
Statement of SunTrust Banks, Inc. on Form S-4 of our report dated January 16,
1997 on the consolidated financial statements of Citizens Bancorp as of
December 31, 1996 and 1995, and for each of the three years in the period ended
December 31, 1996, which is incorporated by reference in the Annual Report on
Form 10-K of Crestar Financial Corporation for the year ended December 31,
1997.



                                        /s/ DELOITTE & TOUCHE LLP


Richmond, Virginia
August 13, 1998




                                                                   EXHIBIT 99.3


                             SUNTRUST BANKS, INC.

                   PROXY SOLICITED BY THE BOARD OF DIRECTORS
                    FOR THE SPECIAL MEETING OF SHAREHOLDERS
                              ON          , 1998
     The undersigned hereby appoints L. Phillip Humann, John W. Spiegel and
Raymond D. Fortin, and each of them, Proxies, with full power of substitution
and resubstitution, for and in the name of the undersigned, to vote all shares
of common stock, par value $1.00 per share ("Common Stock"), of SunTrust Banks,
Inc. ("SunTrust") which the undersigned would be entitled to vote if personally
present at the Special Meeting of Shareholders to be held on           , 1998,
at         (local time) at        , or at any adjournment thereof, upon the
matters described in the accompanying Notice of Special Meeting of Shareholders
and Joint Proxy Statement/Prospectus, receipt of which is hereby acknowledged,
and upon any other business that may properly come before the Special Meeting
of Shareholders or any adjournment thereof. Said Proxies are directed to vote
on the matters described in the Notice of Special Meeting of Shareholders and
Joint Proxy Statement/Prospectus as follows:

     1. To approve and adopt (i) the Amended and Restated Agreement and Plan of
Merger, dated as of July 20, 1998, by and among SunTrust, Crestar Financial
Corporation ("Crestar") and SMR Corporation (Va.), a wholly owned subsidiary of
SunTrust ("Sub"), pursuant to which Sub will merge with and into Crestar and
SunTrust will issue 0.96 shares of Common Stock in exchange for each share of
common stock of Crestar (the "Stock Issuance"), and (ii) the Stock Issuance.


<TABLE>
<S>         <C>           <C>
  [ ] FOR   [ ] AGAINST   [ ] ABSTAIN
</TABLE>

     2. To vote at the discretion of the Proxies upon such other matters as may
properly come before the Special Meeting or any adjournment or postponement
thereof.


<TABLE>
<S>         <C>            <C>
  [ ] FOR   [ ]  AGAINST   [ ]  ABSTAIN
</TABLE>

                  (CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
<PAGE>

THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NOT OTHERWISE SPECIFIED, THIS
PROXY WILL BE VOTED FOR APPROVAL OF EACH OF THE ABOVE-STATED PROPOSALS.

                                        Please sign below exactly as your name
                                        appears on the label. When signing as
                                        attorney, corporate officer or
                                        fiduciary, please give full title as
                                        such. For more than one owner as shown
                                        above, each should sign.

                                       Dated------------------------------------
                                         



                                   Signature(s)---------------------------------
 








PLEASE DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE,
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING. IF YOU ATTEND THE
SPECIAL MEETING, YOU MAY VOTE IN PERSON IF YOU WISH, EVEN IF YOU HAVE
PREVIOUSLY RETURNED YOUR PROXY.


                                                                   EXHIBIT 99.4

            P R O X Y                CRESTAR FINANCIAL CORPORATION

          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
             FOR THE SPECIAL MEETING OF SHAREHOLDERS ON   , 1998.

     The undersigned hereby appoints J. Carter Fox, Gordon F. Rainey, Jr., and
Frank S. Royal, any one of whom may act and each with the power to appoint his
substitute, to represent and to vote all shares of Common Stock of Crestar
Financial Corporation ("Crestar") which the undersigned is entitled to vote at
the Special Meeting of Shareholders to be held on           , 1998 at Crestar's
office located at 919 East Main Street, Richmond, Virginia, and at any
adjournment thereof.


             (CONTINUED AND TO BE DATED AND SIGNED ON REVERSE SIDE)
















                                        
[CRESTAR LOGO]


                                
 
                                 VOTE BY PHONE


                            QUICK o EASY o IMMEDIATE

             IF YOU VOTED BY TELEPHONE DO NOT MAIL YOUR PROXY CARD
<PAGE>

           THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1.

     THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1 AND AT THE
DISCRETION OF THE PERSONS NAMED ABOVE IN CONNECTION WITH ANY OTHER BUSINESS
PROPERLY COMING BEFORE THE SPECIAL MEETING. IF ANY OTHER BUSINESS IS PROPERLY
PRESENTED AT THE SPECIAL MEETING, THIS PROXY WILL BE VOTED BY THE PROXIES IN
THEIR DISCRETION, PROVIDED THAT NO PROXY THAT HAS BEEN DESIGNATED TO VOTE
AGAINST APPROVAL OF THE MERGER AGREEMENT WILL BE VOTED IN FAVOR OF ANY PROPOSAL
TO ADJOURN OR POSTPONE THE SPECIAL MEETING FOR THE PURPOSE OF SOLICITING
ADDITIONAL PROXIES TO APPROVE THE MERGER AGREEMENT.


  1. To approve the Amended and Restated Agreement and Plan of Merger (the
   "Merger Agreement") dated as of July 20, 1998, by and among Crestar,
   SunTrust Banks, Inc. and SMR Corporation (Va.), a wholly owned subsidiary
   of SunTrust ("Sub"), which agreement provides for Sub to merge with and
   into Crestar and for SunTrust to issue 0.96 shares of Common Stock in
   exchange for each share of common stock of Crestar; and


      FOR [ ]  AGAINST [ ]  ABSTAIN [ ]


     The undersigned acknowledges receipt of a Notice of Special Meeting of
Shareholders dated               , and of a Joint Proxy Statement/Prospectus
dated                .



                                    -----------------------------------------
                                    Signature




                                    -----------------------------------------
                                    Signature if held jointly




                                    Dated -------------------------------,  1998


                                      PLEASE SIGN EXACTLY AS YOUR NAME APPEARS.
                                      WHEN SHARES ARE HELD BY JOINT TENANTS,
                                      BOTH SHOULD SIGN. WHEN SIGNING AS
                                      ATTORNEY, EXECUTOR, ADMINISTRATOR,
                                      TRUSTEE OR GUARDIAN, PLEASE GIVE FULL
                                      TITLE. IF A CORPORATION, PLEASE SIGN WITH
                                      FULL CORPORATE NAME BY PRESIDENT OR OTHER
                                      AUTHORIZED OFFICER. IF A PARTNERSHIP,
                                      PLEASE SIGN IN PARTNERSHIP NAME BY
                                      AUTHORIZED PERSON.
                                       
                                       
[Instructional Graphic]


                      
 
                              FOLD AND DETACH HERE
                                        
[Instructional Graphic]


                         
 
Your telephone vote authorizes the named proxies to vote your shares in the
same manner as if you marked, signed and returned your proxy card.

o You will be asked to enter a Control Number which is located in the box in
the lower right hand corner of this form.

o You will then hear these instructions:

     To vote FOR approval of the Merger Agreement, press 1; to vote AGAINST
approval of the Merger Agreement, press 9.

To ABSTAIN, press 0 and listen to the instructions.

              WHEN ASKED, PLEASE CONFIRM YOUR VOTE BY PRESSING 1.

          PLEASE DO NOT RETURN THE ABOVE PROXY CARD IF VOTED BY PHONE.

[Instructional Graphic]



                           
 
                            1-800-840-1208 - ANYTIME


                    There is NO CHARGE to you for this call.



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