<PAGE> 1
As filed with the Securities and Exchange Commission on December 21, 1998.
REGISTRATION STATEMENT NO. 333-_____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
SUNTRUST BANKS, INC.
(Exact name of registrant as specified in its charter)
GEORGIA 58-1575035
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
303 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30308
(Address of Principal Executive Offices)
CRESTAR FINANCIAL CORPORATION 1993 STOCK INCENTIVE PLAN
1981 STOCK OPTION PLAN OF CRESTAR FINANCIAL CORPORATION
AND AFFILIATED CORPORATIONS
CRESTAR/ANB STOCK OPTION PLAN
CRESTAR/CITIZENS STOCK OPTION PLAN
CRESTAR FINANCIAL CORPORATION LOYOLA - 1986 STOCK OPTION PLAN
CRESTAR EMPLOYEES' THRIFT AND PROFIT SHARING PLAN
CRESTAR MERGER PLAN FOR TRANSFERRED EMPLOYEES
CRESTAR FINANCIAL CORPORATION DIRECTORS' EQUITY PLAN
(Full Title of the Plan)
RAYMOND D. FORTIN
SENIOR VICE PRESIDENT
SUNTRUST BANKS, INC.
303 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30308
(Name and address of Agent for Service)
404-588-7165
(Telephone number, including area code, of agent for service)
---------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Securities to to be Offering Price Aggregate Registration
be Registered Registered Per Share(1) Offering Price(1) Fee
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00
par value per share...... 3,444,960 $70.6875 $243,515,610.00 $67,697.34
=====================================================================================================
</TABLE>
(1) Determined pursuant to Rule 457(c) and (h)(l) based on the average of
the high and low prices of the registrant's common stock on December
15, 1998, as reported on the New York Stock Exchange.
================================================================================
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participating employees and directors as specified
by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities
Act"). These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by SunTrust Banks, Inc. (the "Company")
with the Securities and Exchange Commission (the "Commission") are incorporated
herein by reference:
(a) The Company's Annual Report on Form 10-K/A for the year ended
December 31, 1997, as filed and amended on November 13, 1998,
pursuant to Section 13 of the Securities Exchange Act of 1934
(the "Exchange Act").
(b) The Company's Quarterly Reports on Form 10-Q/A for the fiscal
quarters ended March 31, 1998, as filed and amended on
November 13, 1998, and June 30, 1998, as filed and amended on
November 13, 1998, and Form 10-Q for the fiscal quarter ended
September 30, 1998.
(c) The Company's Current Reports on Form 8-K dated January 16,
1998, March 10, 1998, July 20, 1998, August 13, 1998 and
November 13, 1998.
(d) The description of the Company's Common Stock, par value $1.00
per share, contained on pages 2 to 9 in Amendment No. 1, dated
August 4, 1987, to its Registration of Common Stock on Form
8-B, dated June 10, 1985, filed under Section 12(b) of the
Exchange Act, including any amendments or reports filed for
the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the effective date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities remaining unsold, shall be deemed to be incorporated
by reference herein and to be a part hereof from the date of the filing of such
documents. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
<PAGE> 3
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the securities offered hereby has been passed upon by
Raymond D. Fortin, Esq., Senior Vice President of SunTrust, who beneficially
owns 23,000 shares of Common Stock and has options to purchase 4,800 shares of
Common Stock.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Part 5 of Article 8 of the Georgia Business Corporation Code states:
14-2-850. Part Definitions.
As used in this part, the term:
(1) "Corporation" includes any domestic or foreign
predecessor entity of a corporation in a merger or other transaction in
which the predecessor's existence ceased upon consummation of the
transaction.
(2) "Director" or "officer" means an individual who is or
was a director or officer, respectively, of a corporation or who, while
a director or officer of the corporation, is or was serving at the
corporation's request as a director, officer, partner, trustee,
employee, or agent of another domestic or foreign corporation,
partnership, joint venture, trust, employee benefit plan, or other
entity. A director or officer is considered to be serving an employee
benefit plan at the corporation's request if his or her duties to the
corporation also impose duties on, or otherwise involve services by,
the director or officer to the plan or to participants in or
beneficiaries of the plan. Director or officer includes, unless the
context requires otherwise, the estate or personal representative of a
director or officer.
(3) "Disinterested director" means a director who at the
time of a vote referred to in subsection (c) of Code Section 14-2-853
or a vote or selection referred to in subsection (b) or (c) of Code
Section 14-2-855 or subsection (a) of Code Section 14-2-856 is not:
(A) A party to the proceeding; or
(B) An individual who is a party to a proceeding
having a familial, financial, professional, or employment
relationship with the director whose indemnification or
advance for expenses is the subject of the decision being made
with respect to the proceeding, which relationship would, in
the circumstances, reasonably be expected to exert an
influence on the director's judgment when voting on the
decision being made.
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(4) "Expenses" include counsel fees.
(5) "Liability" means the obligation to pay a judgment,
settlement, penalty, fine (including an excise tax assessed with
respect to an employee benefit plan), or reasonable expenses incurred
with respect to a proceeding.
(6) "Official capacity" means:
(A) When used with respect to a director, the
office of director in a corporation; and
(B) When used with respect to an officer, as
contemplated in Code Section 14-2-857, the office in a
corporation held by the officer.
Official capacity does not include service for any other domestic or
foreign corporation or any partnership, joint venture, trust, employee
benefit plan, or other entity.
(7) "Party" means an individual who was, is, or is
threatened to be made a named defendant or respondent in a proceeding.
(8) "Proceeding" means any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal,
administrative, arbitrative, or investigative and whether formal or
informal.
14-2-851. Authority to indemnify.
(a) Except as otherwise provided in this Code section, a
corporation may indemnify an individual who is a party to a proceeding because
he or she is or was a director against liability incurred in the proceeding if:
(1) Such individual conducted himself or herself in good
faith; and
(2) Such individual reasonably believed:
(A) In the case of conduct in his or her official
capacity, that such conduct was in the best interests of the
corporation;
(B) In all other cases, that such conduct was at
least not opposed to the best interests of the corporation; and
(C) In the case of any criminal proceeding, that
the individual had no reasonable cause to believe such conduct was
unlawful.
(b) A director's conduct with respect to an employee benefit plan
for a purpose he or she believed in good faith to be in the interests of the
participants in and beneficiaries of the plan is conduct that satisfies the
requirement of subparagraph (a)(2)(B) of this Code section.
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(c) The termination of a proceeding by judgment, order,
settlement, or conviction, or upon a plea of nolo contendere or its equivalent
is not, of itself, determinative that the director did not meet the standard of
conduct set forth in this Code section.
(d) A corporation may not indemnify a director under this Code
section:
(1) In connection with a proceeding by or in the right of
the corporation, except for reasonable expenses incurred in connection
with the proceeding if it is determined that the director has met the
relevant standard of conduct under this Code section; or
(2) In connection with any proceeding with respect to
conduct for which he or she was adjudged liable on the basis that
personal benefit was improperly received by him or her, whether or not
involving action in his or her official capacity.
14-2-852. Mandatory indemnification.
A corporation shall indemnify a director who was wholly successful, on
the merits or otherwise, in the defense of any proceeding to which he or she was
a party because he or she was a director of the corporation against reasonable
expenses incurred by the director in connection with the proceeding.
14-2-853. Advance for expenses.
(a) A corporation may, before final disposition of a proceeding,
advance funds to pay for or reimburse the reasonable expenses incurred by a
director who is a party to a proceeding because he or she is a director if he or
she delivers to the corporation:
(1) A written affirmation of his or her good faith belief
that he or she has met the relevant standard of conduct described in
Code Section 14-2-851 or that the proceeding involves conduct for which
liability has been eliminated under a provision of the articles of
incorporation as authorized by paragraph (4) of subsection (b) of Code
Section 14-2-202; and
(2) His or her written undertaking to repay any funds
advanced if it is ultimately determined that the director is not
entitled to indemnification under this part.
(b) The undertaking required by paragraph (2) of subsection (a) of
this Code section must be an unlimited general obligation of the director but
need not be secured and may be accepted without reference to the financial
ability of the director to make repayment.
(c) Authorizations under this Code section shall be made:
(1) By the board of directors:
(A) When there are two or more disinterested
directors, by a majority vote of all the disinterested directors (a
majority of whom shall for such purpose constitute a quorum) or by a
majority of the members of a committee of two or more disinterested
directors appointed by such a vote; or
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(B) When there are fewer than two disinterested
directors, by the vote necessary for action by the board in accordance
with subsection (c) of Code Section 14-2-824, in which authorization
directors who do not qualify as disinterested directors may
participate; or
(2) By the shareholders, but shares owned or voted under
the control of a director who at the time does not qualify as a
disinterested director with respect to the proceeding may not be voted
on the authorization.
14-2-854. Court-ordered indemnification and advances for expenses.
(a) A director who is a party to a proceeding because he or she is a
director may apply for indemnification or advance for expenses to the court
conducting the proceeding or to another court of competent jurisdiction. After
receipt of an application and after giving any notice it considers necessary,
the court shall:
(1) Order indemnification or advance for expenses if it
determines that the director is entitled to indemnification under this
part; or
(2) Order indemnification or advance for expenses if it
determines, in view of all the relevant circumstances, that it is fair
and reasonable to indemnify the director or to advance expenses to the
director, even if the director has not met the relevant standard of
conduct set forth in subsections (a) and (b) of Code Section 14-2-851,
failed to comply with Code Section 14-2-853, or was adjudged liable in
a proceeding referred to in paragraph (1) or (2) of subsection (d) of
Code Section 14-2-851, but if the director was adjudged so liable, the
indemnification shall be limited to reasonable expenses incurred in
connection with the proceeding.
(b) If the court determines that the director is entitled to
indemnification or advance for expenses under this part, it may also order the
corporation to pay the director's reasonable expenses to obtain court-ordered
indemnification or advance for expenses.
14-2-855. Determination and authorization of indemnification.
(a) A corporation may not indemnify a director under Code Section 14-2-851
unless authorized thereunder and a determination has been made for a specific
proceeding that indemnification of the director is permissible in the
circumstances because he or she has met the relevant standard of conduct set
forth in Code Section 14-2-851.
(b) The determination shall be made:
(1) If there are two or more disinterested directors, by
the board of directors by a majority vote of all the disinterested
directors (a majority of whom shall for such purpose constitute a
quorum) or by a majority of the members of a committee of two or more
disinterested directors appointed by such a vote;
(2) By special legal counsel:
(A) Selected in the manner prescribed in paragraph
(1) of this subsection; or
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<PAGE> 7
(B) If there are fewer than two disinterested
directors, selected by the board of directors (in which
selection directors who do not qualify as disinterested
directors may participate) or
(3) By the shareholders, but shares owned by or voted
under the control of a director who at the time does not qualify as a
disinterested director may not be voted on the determination.
(c) Authorization of indemnification or an obligation to indemnify and
evaluation as to reasonableness of expenses shall be made in the same manner as
the determination that indemnification is permissible, except that if there are
fewer than two disinterested directors or if the determination is made by
special legal counsel, authorization of indemnification and evaluation as to
reasonableness of expenses shall be made by those entitled under subparagraph
(b)(2)(B) of this Code section to select special legal counsel.
14-2-856. Shareholder approved indemnification.
(a) If authorized by the articles of incorporation or a bylaw, contract, or
resolution approved or ratified by the shareholders by a majority of the votes
entitled to be cast, a corporation may indemnify or obligate itself to indemnify
a director made a party to a proceeding including a proceeding brought by or in
the right of the corporation, without regard to the limitations in other Code
sections of this part, but shares owned or voted under the control of a director
who at the time does not qualify as a disinterested director with respect to any
existing or threatened proceeding that would be covered by the authorization may
not be voted on the authorization.
(b) The corporation shall not indemnify a director under this Code section
for any liability incurred in a proceeding in which the director is adjudged
liable to the corporation or is subjected to injunctive relief in favor of the
corporation:
(1) For any appropriation, in violation of the director's
duties, of any business opportunity of the corporation;
(2) For acts or omissions which involve intentional
misconduct or a knowing violation of law;
(3) For the types of liability set forth in Code Section
14-2-832; or
(4) For any transaction from which he or she received an
improper personal benefit.
(c) Where approved or authorized in the manner described in subsection (a)
of this Code section, a corporation may advance or reimburse expenses incurred
in advance of final disposition of the proceeding only if:
(1) The director furnishes the corporation a written
affirmation of his or her good faith belief that his or her conduct
does not constitute behavior of the kind described in subsection (b) of
this Code section; and
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(2) The director furnishes the corporation a written
undertaking, executed personally or on his or her behalf, to repay any
advances if it is ultimately determined that the director is not
entitled to indemnification under this Code section.
14-2-857. Indemnification of officers, employees, and agents.
(a) A corporation may indemnify and advance expenses under this part to an
officer of the corporation who is a party to a proceeding because he or she is
an officer of the corporation:
(1) To the same extent as a director; and
(2) If he or she is not a director, to such further
extent as may be provided by the articles of incorporation, the bylaws,
a resolution of the board of directors, or contract except for
liability arising out of conduct that constitutes:
(A) Appropriation, in violation of his or her
duties, of any business opportunity of the corporation;
(B) Acts or omissions which involve intentional
misconduct or a knowing violation of law;
(C) The types of liability set forth in Code
Section 14-2-832; or
(D) Receipt of an improper personal benefit.
(b) The provisions of paragraph (2) of subsection (a) of this Code section
shall apply to an officer who is also a director if the sole basis on which he
or she is made a party to the proceeding is an act or omission solely as an
officer.
(c) An officer of a corporation who is not a director is entitled to
mandatory indemnification under Code Section 14-2-852, and may apply to a court
under Code Section 14-2-854 for indemnification or advances for expenses, in
each case to the same extent to which a director may be entitled to
indemnification or advances for expenses under those provisions.
(d) A corporation may also indemnify and advance expenses to an employee or
agent who is not a director to the extent, consistent with public policy, that
may be provided by its articles of incorporation, bylaws, general or specific
action of its board of directors, or contract.
14-2-858. Insurance.
A corporation may purchase and maintain insurance on behalf of an
individual who is a director, officer, employee, or agent of the corporation or
who, while a director, officer, employee, or agent of the corporation, serves at
the corporation's request as a director, officer, partner, trustee, employee, or
agent of another domestic or foreign corporation, partnership, joint venture,
trust, employee benefit plan, or other entity against liability asserted against
or incurred by him or her in that capacity or arising from his or her status as
a director, officer, employee, or agent, whether or not the corporation would
have power to indemnify or advance expenses to him or her against the same
liability under this part.
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14-2-859. Application of part.
(a) A corporation may, by a provision in its articles of incorporation or
bylaws or in a resolution adopted or a contract approved by its board of
directors or shareholders, obligate itself in advance of the act or omission
giving rise to a proceeding to provide indemnification or advance funds to pay
for or reimburse expenses consistent with this part. Any such obligatory
provision shall be deemed to satisfy the requirements for authorization referred
to in subsection (c) of Code Section 14-2-853 or subsection (c) of Code Section
14-2-855. Any such provision that obligates the corporation to provide
indemnification to the fullest extent permitted by law shall be deemed to
obligate the corporation to advance funds to pay for or reimburse expenses in
accordance with Code Section 14-2-853 to the fullest extent permitted by law,
unless the provision specifically provides otherwise.
(b) Any provision pursuant to subsection (a) of this Code section shall not
obligate the corporation to indemnify or advance expenses to a director of a
predecessor of the corporation, pertaining to conduct with respect to the
predecessor, unless otherwise specifically provided. Any provision for
indemnification or advance for expenses in the articles of incorporation,
bylaws, or a resolution of the board of directors or shareholders, partners, or,
in the case of limited liability companies, members or managers of a predecessor
of the corporation or other entity in a merger or in a contract to which the
predecessor is a party, existing at the time the merger takes effect, shall be
governed by paragraph (3) of subsection (a) of Code Section 14-2-1106.
(c) A corporation may, by a provision in its articles of incorporation,
limit any of the rights of indemnification or advance for expenses created by or
pursuant to this part.
(d) This part does not limit a corporation's power to pay or reimburse
expenses incurred by a director or an officer in connection with his or her
appearance as a witness in a proceeding at a time when he or she is not a party.
(e) Except as expressly provided in Code Section 14-2-857, this part does
not limit a corporation's power to indemnify, advance expenses to, or provide or
maintain insurance on behalf of an employee or agent.
Articles of Incorporation Authority
Article 14 of SunTrust's Articles of Incorporation provides:
In addition to any powers provided by law, in the Bylaws, or otherwise,
the Corporation shall have the power to indemnify any person who becomes a party
or who is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (including any action by or in the right of the Corporation), by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise.
Bylaw Authority
Article VII of SunTrust's Bylaws provides:
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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.
(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.
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(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
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or on his behalf, to repay any funds advanced if it is ultimately determined
that he is not entitled to any indemnification under this Article or otherwise.
(B) The undertaking required by subsection 3(A)(ii) above must be an
unlimited general obligation of the director or Officer but need not be secured
and shall be accepted without reference to financial ability to make repayment.
(C) Authorizations under this Section shall be made: (i) By the Board of
Directors: (a) when there are two or more disinterested directors, by a majority
vote of all disinterested directors (a majority of whom shall for such purpose
constitute a quorum) or by a majority of the members of a committee of two or
more disinterested directors appointed by such a vote; or (b) when there are
fewer than two disinterested directors, by a majority of the directors present,
in which authorization directors who do not qualify as disinterested directors
may participate; or (ii) by the shareholders, but shares owned or voted under
the control of a director who at the time does not qualify as a disinterested
director with respect to the proceeding may not be voted on the authorization.
SECTION 4. Authorization of and Determination of Entitlement to
Indemnification.
(A) The Corporation shall not indemnify a director or Officer under Section
2 above unless authorized thereunder and a determination has been made for a
specific proceeding that indemnification of such person is permissible in the
circumstances because he has met the relevant standard of conduct set forth in
subsection 2(A) above; provided, however, that regardless of the result or
absence of any such determination, to the extent that a director or Officer has
been wholly successful, on the merits or otherwise, in the defense of any
proceeding to which he was a party because he is or was a director or Officer,
the Corporation shall indemnify such person against reasonable expenses incurred
by him in connection therewith.
(B) The determination referred to in subsection 4(A) above shall be made:
(i) If there are two or more disinterested directors, by the board of
directors by a majority vote of all the disinterested directors (a majority
of whom shall for such purpose constitute a quorum) or by a majority of the
members of a committee of two or more disinterested directors appointed by
such a vote;
(ii) by special legal counsel:
(1) selected by the Board of Directors or its committee in the
manner prescribed in subdivision (i); or
(2) If there are fewer than two disinterested directors, selected
by the Board of Directors (in which selection directors who do not
qualify as disinterested directors may participate); or
(iii) by the shareholders; but shares owned by or voted under the
control of a director who at the time does not qualify as a disinterested
director may not be voted on the determination.
(C) Authorization of indemnification or an obligation to indemnify and
evaluation as to reasonableness of expenses of a director or Officer in the
specific case shall be made in the same
11
<PAGE> 13
manner as the determination that indemnification is permissible, as described in
subsection 4(B) above, except that if there are fewer than two disinterested
directors or if the determination is made by special legal counsel,
authorization of indemnification and evaluation as to reasonableness of expenses
shall be made by those entitled under subsection 4(B)(ii)(2) above to select
counsel.
(D) The Board of Directors, a committee thereof, or special legal counsel
acting pursuant to subsection (B) above or Section 5 below, shall act
expeditiously upon an application for indemnification or advances, and cooperate
in the procedural steps required to obtain a judicial determination under
Section 5 below.
(E) The Corporation may, by a provision in its Articles of Incorporation or
Bylaws or in a resolution adopted or a contract approved by its Board of
Directors or shareholders, obligate itself in advance of the act or omission
giving rise to a proceeding to provide indemnification or advance funds to pay
for or reimburse expenses consistent with this part. Any such obligatory
provision shall be deemed to satisfy the requirements for authorization referred
to in Section 3(C) or Section 4(C).
SECTION 5. Court-Ordered Indemnification and Advances for Expenses. A
director or Officer who is a party to a proceeding because he is a director or
Officer may apply for indemnification or advances for expenses to the court
conducting the proceeding or to another court of competent jurisdiction. After
receipt of an application and after giving any notice it considers necessary,
the court shall order indemnification or advances for expenses if it determines
that:
(i) The director is entitled to indemnification under this part; or
(ii) In view of all the relevant circumstances, it is fair and
reasonable to indemnify the director or Officer or to advance expenses to
the director or Officer, even if the director or Officer has not met the
relevant standard of conduct set forth in subsection 2(A) above, failed to
comply with Section 3, or was adjudged liable in a proceeding referred to in
subsections (i) or (ii) of Section 2(D), but if the director or Officer was
adjudged so liable, the indemnification shall be limited to reasonable
expenses incurred in connection with the proceeding, unless the Articles of
Incorporation of the Corporation or a Bylaw, contract or resolution approved
or ratified by shareholders pursuant to Section 7 below provides otherwise.
If the court determines that the director or Officer is entitled to
indemnification or advance for expenses, it may also order the Corporation to
pay the director's or Officer's reasonable expenses to obtain court-ordered
indemnification or advance for expenses.
SECTION 6. Indemnification of Officers and Employees.
(A) Unless the Corporation's Articles of Incorporation provide otherwise,
the Corporation shall indemnify and advance expenses under this Article to an
employee of the Corporation who is not a director or Officer to the same extent,
consistent with public policy, as to a director or Officer.
(B) The Corporation may indemnify and advance expenses under this Article
to an Officer of the Corporation who is a party to a proceeding because he is an
Officer of the Corporation: (i) to the same extent as a director; and (ii) if he
is not a director, to such further extent as may be provided by the Articles of
Incorporation, the Bylaws, a resolution of the Board of Directors, or contract
except
12
<PAGE> 14
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,
13
<PAGE> 15
employee, or agent, whether or not the Corporation would have power to indemnify
him against the same liability under Section 2 or Section 3 above.
SECTION 9. Witness Fees. Nothing in this Article shall limit the
Corporation's power to pay or reimburse expenses incurred by a person in
connection with his appearance as a witness in a proceeding at a time when he is
not a party.
SECTION 10. Report to Shareholders. If the Corporation indemnifies or
advances expenses to a director in connection with a proceeding by or in the
right of the Corporation, the Corporation shall report the indemnification or
advance, in writing, to shareholders with or before the notice of the next
shareholders' meeting.
SECTION 11. Severability. In the event that any of the provisions of this
Article (including any provision within a single section, subsection, division
or sentence) is held by a court of competent jurisdiction to be invalid, void or
otherwise unenforceable, the remaining provisions of this Article shall remain
enforceable to the fullest extent permitted by law.
SECTION 12. Indemnification Not Exclusive. The rights of indemnification
provided in this Article VII shall be in addition to any rights which any such
director, Officer, employee or other person may otherwise be entitled by
contract or as a matter of law.
14
<PAGE> 16
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index attached hereto.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. 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 is
registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement.
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
15
<PAGE> 17
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
16
<PAGE> 18
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, SunTrust Banks, Inc. certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Atlanta, State of Georgia, on the 18th
day of December, 1998.
SUNTRUST BANKS, INC.
By: /s/ L. Phillip Humann
-----------------------------------------
L. Phillip Humann
Chairman of the Board, President
and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below, constitutes and appoints John W. Spiegel and Raymond D. Fortin,
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, to do any and all acts and things and
execute, in the name of the undersigned, any and all instruments which said
attorneys-in-fact and agents may deem necessary or advisable in order to enable
SunTrust Banks, Inc. to comply with the Securities Act of 1933 and any
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing with the Securities and Exchange Commission of the
registration statement on Form S-8 under the Securities Act of 1933, including
specifically but without limitation, power and authority to sign the name of the
undersigned to such registration statement, and to file the same with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and to perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully and to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, and any of them, or their substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of the 18th day of December, 1998.
<TABLE>
<CAPTION>
Signature Title
- --------- -----
<S> <C>
/s/ L. Phillip Humann Chairman of the Board, President,
- ----------------------------------- Chief Executive Officer and Director
L. Phillip Humann (Principal Executive Officer)
/s/ John W. Spiegel Executive Vice President
- ----------------------------------- and Chief Financial Officer
John W. Spiegel (Principal Financial Officer)
</TABLE>
17
<PAGE> 19
<TABLE>
<S> <C>
/s/ William P. O'Halloran Senior Vice President
- ----------------------------------- and Chief Accounting Officer
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 H. Hughes Director
- -----------------------------------
David H. Hughes
/s/ M. Douglas Ivester Director
- -----------------------------------
M. Douglas Ivester
/s/ Summerfield K. Johnston, Jr. Director
- -----------------------------------
Summerfield K. Johnston, Jr.
/s/ Joseph L. Lanier, Jr. Director
- -----------------------------------
Joseph L. Lanier, Jr.
/s/ Larry L. Prince Director
- -----------------------------------
Larry L. Prince
/s/ Scott L. Probasco, Jr. Director
- -----------------------------------
Scott L. Probasco, Jr.
/s/ R. Randall Rollins Director
- -----------------------------------
R. Randall Rollins
/s/ James B. Williams Director
- -----------------------------------
James B. Williams
</TABLE>
18
<PAGE> 20
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
4.1 Articles 5, 6, 7, 8, 11 and 13 of the Amended and
Restated Articles of Incorporation of the Company,
effective as of November 14, 1989, incorporated by
reference to Exhibit 3.1 to the Company's Annual
Report on Form 10-K for the year ended December 31,
1989.
4.2 Articles I, IV, VII, VIII, X and XI of the Amended
and Restated Bylaws of the Company, effective as of
February 10, 1998, incorporated by reference to
Exhibit 3 to Registration Statement No. 333-46093.
4.3 Amendment dated October 23, 1998 to the Crestar
Financial Corporation Directors' Equity Plan.
4.4 Amendment dated December 19, 1997 to the Crestar
Financial Corporation 1993 Stock Incentive Plan.
4.5 Amendment dated January 1, 1998 to the Crestar Merger
Plan for Transferred Employees.
4.6 Amendment and Merger of the American National Savings
Bank, F.S.B. 401(k) Plan into the Crestar Merger Plan
for Transferred Employees, effective November 30,
1998.
4.7 Amendment dated June 4, 1996 to the Crestar
Employees' Thrift and Profit Sharing Plan.
4.8 Amendments as of January 1, 1998 to the Crestar
Employees' Thrift and Profit Sharing Plan.
5.1 Opinion of Raymond D. Fortin, Esq., as to the
legality of the Common Stock being registered.
23.1 Consent of Raymond D. Fortin, Esq., which is
contained in his opinion filed as Exhibit 5.1.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of KPMG Peat Marwick LLP.
23.4 Consent of Deloitte & Touche LLP.
</TABLE>
<PAGE> 1
EXHIBIT 4.3
CRESTAR FINANCIAL CORPORATION
CRESTAR BANK
BOARD OF DIRECTORS MEETING
OCTOBER 23, 1998
RESOLUTION AMENDING THE DIRECTORS' EQUITY PROGRAM.
RESOLVED, that Section 2(x) of the Crestar Financial Corporation
Directors' Equity Program is hereby amended to read as follows:
TERMINATE, TERMINATING, or TERMINATION, with respect to a
Participant, means cessation of his or her relationship with
the Company as a member of the Board and cessation of his or
her relationship with Crestar Bank as a member of the Crestar
Bank board of directors.
RESOLVED, that Section 3 of the Crestar Financial Corporation
Directors' Equity Program is hereby amended by adding a new Subsection
3(c) as follows:
Notwithstanding the preceding subsections 3(a) and 3(b), no
Equity Awards shall be made on or after the merger of Crestar
Financial Corporation with SMR Corporation.
RESOLVED, that Section 12 of the Directors' Equity Program is amended
by deleting the third sentence thereof.
RESOLVED, that the Directors' Equity Program is further amended by
adding a new section 17 to read as follows:
SUNTRUST. Effective upon the merger of the Company with SMR
Corporation, the number of shares of Crestar Financial
Corporation common stock credited to each Participant's
Account shall be adjusted in accordance with the exchange
ratio prescribed in the Agreement and Plan of Merger by and
among SunTrust Banks, Inc., Crestar Financial Corporation and
SMR Corporation and denominated as shares of common stock of
SunTrust Banks, Inc. References in the Plan to "Company common
stock" shall thereafter be interpreted as references to
"SunTrust Banks, Inc. common stock." References in the Plan to
the "Administrator" shall thereafter be interpreted
<PAGE> 2
as references to Crestar Financial Corporation or its
delegate; provided, that in the absence of such delegation,
Crestar Financial Corporation shall act by its Director of
Human Resources or such other officer whose responsibilities
include human resources or similar matters.
and;
RESOLVED FINALLY, that the appropriate officers of the Company are
hereby authorized and directed to take such actions and to execute such
documents as may be necessary or desirable to implement the foregoing
resolutions, all without the necessity of further action by this Board
of Directors.
<PAGE> 1
EXHIBIT 4.4
RESOLUTIONS AMENDING THE 1993 STOCK INCENTIVE PLAN
RESOLVED, that the first sentence of Section 13.05(a) of the Crestar Financial
Corporation 1993 Incentive Plan (the "Plan") is amended to read as follows:
Despite any other provision of this Plan, if the Accounting Firm
determines that receipt of benefits or payments under this Plan,
including, without limitation, any acceleration of benefits or payments
under this Plan or any other payment or benefit provided by the Company
or a Related Entity would subject a Participant to tax under Code
section 4999, it must determine whether some amount of benefits or
payments would meet the definition of a "Reduced Amount".
RESOLVED FURTHER, that Section 13.05(a) of the Plan is further amended by adding
the following sentence at the end thereof:
If the Participant will receive a Reduced Amount, Participant's total
payments subject to Code section 280G ("Parachute Payments") will be
adjusted by first reducing the amount payable under any other plan,
program, or agreement that, by its terms, requires a reduction to
prevent a "golden parachute" payment under Code section 280G; by next
reducing Participant's benefit, if any, payable under the Crestar
Financial Corporation Supplemental Executive Retirement Plan, to the
extent that it is a Parachute Payment; by next reducing Participant's
Parachute Payments in accordance with the Crestar Financial Corporation
Executive Severance Plan; and thereafter by reducing Parachute Payments
payable under other plans and agreements (with the reduction first
coming from cash benefits and then from noncash benefits).
RESOLVED FURTHER, that Section 13.05 of the Plan is further amended by adding
subsections (e) and (f) to read as follows:
(e) For purposes of this section, "Accounting Firm" means the public
accounting firm retained as the Company's independent auditor as of the
date immediately prior to the Change in Control. If however, such firm
declines or is unable to undertake the determinations assigned to it
under this section, then "Accounting Firm" shall mean such other
independent accounting firm agreed upon by the Company and the
Participant. The two preceding sentences to the contrary
notwithstanding, if the public accounting firm retained as the
Company's independent auditor as of the date immediately prior to the
Change in Control is serving as an accountant or auditor of the
individual, group or entity effecting the Change in Control, the
Participant shall be entitled to appoint another nationally recognized
public accounting firm to make the determinations required under this
section (in which case such accounting firm shall then be referred to
as the "Accounting Firm").
<PAGE> 2
EXHIBIT 4.4 (CONTINUED)
(f) This Section 13.05 shall not apply to a Participant who has entered
into an agreement with the Company or a Related Entity that includes an
indemnity by the Company or a Related Entity for any liability that the
Participant may incur under Code section 4999 or any liability that the
Participant may incur on account of such indemnification payment.
<PAGE> 1
EXHIBIT 4.5
AMENDMENT TO THE CRESTAR MERGER PLAN
FOR TRANSFERRED EMPLOYEES
AS AMENDED AND RESTATED THROUGH DECEMBER 31, 1994
The Crestar Merger Plan for Transferred Employees, as amended and restated
through December 31, 1994, and as subsequently amended, is further amended as
set forth below, effective January 1, 1998:
1. Plan Section 4.4(b)(1) is amended by revising the first to sentence to
read as follows:
(1) To the extent that a Participant's excess Annual Additions
are attributable to 401(k) Contributions or nondeductible voluntary
employee contributions, those 401(k) Contributions or nondeductible
voluntary employee contributions, and any earnings thereon, may be
returned to the Participant in the Limitation Year in which they are
determined to be excess Annual Additions and will reduce that
Participant's excess Annual Addition.
2. Plan Section 8.1(a) is amended by changing the references to "$3,500"
to "$5,000."
3. Plan Section 8.5(a) is amended by changing the references to "$3,500"
to "$5,000."
4. Plan Sections 9.3(a) and (b) are amended by changing the references to
"$3,500" to "$5,000."
<PAGE> 1
EXHIBIT 4.6
RESOLUTIONS RELATING TO THE AMENDMENT AND MERGER OF
THE AMERICAN NATIONAL SAVINGS BANK, F.S.B. 401(K) PLAN
INTO
THE CRESTAR MERGER PLAN FOR TRANSFERRED EMPLOYEES
RESOLVED, that effective November 30, 1998 (the "Merger Date"), the
American National Savings Bank, F.S.B. 401(k) Plan, as adopted by Crestar
Financial Corporation effective November 13, 1997, and as subsequently amended
and restated effective January 1, 1997 (the "American National 401(k) Plan"),
and the Crestar Merger Plan for Transferred Employees, as amended and restated
through December 31, 1994, and subsequently amended (the "Merger Plan"), are
further amended to provide that the American National 401(k) Plan is amended to
be, and is merged into, the Merger Plan; and
FURTHER RESOLVED, that as of the Merger Date or as soon as practicable
thereafter, the assets of the American National 401(k) Plan shall be transferred
to the trustee of the Merger Plan and combined with the assets of the Merger
Plan's Trust; and
FURTHER RESOLVED, that as of the date of such transfer of assets to the
Merger Plan, the Merger Plan shall assume the liabilities of the American
National 401(k) Plan for payment of benefits to individuals who are participants
and beneficiaries under the American National 401(k) Plan immediately prior to
such transfer, and any benefit features, rights and options with respect to the
accounts transferred from the American National 401(k) Plan shall be preserved
to the extent required by Section 411(d)(6) of the Internal Revenue Code of
1986, as amended (the "Code"); and
FURTHER RESOLVED, that the administrators and trustees of the Plans are
authorized and directed to execute such documents and to take such actions as
may be necessary or appropriate to effect such transfer of assets and
liabilities to the Merger Plan and such actions they have taken in contemplation
of such transfer of assets are hereby approved, ratified and confirmed; and
FURTHER RESOLVED, that, in accordance with the regulations under
Section 414(l) of the Code, the sum of the account balances in each Plan equals
the fair market value (determined as of the Merger Date) of the entire Plan
assets, and immediately after the merger, each participant in the Merger Plan
shall have an account balance equal to the sum of the account balances the
participant had in both Plans immediately prior to the merger; and
FURTHER RESOLVED, that the trustee and administrator of the Merger Plan
are authorized and directed to take such action as may be necessary or
appropriate to establish accounts under the Merger Plan for such transferred
assets or to combine such transferred assets with existing accounts of
participants in the Merger Plan who are participants in the American National
401(k) Plan immediately prior to the merger.
<PAGE> 1
EXHIBIT 4.7
AMENDMENT TO THE CRESTAR EMPLOYEES'
THRIFT AND PROFIT SHARING PLAN
AS AMENDED AND RESTATED THROUGH DECEMBER 31, 1994
The Crestar Employees' Thrift and Profit Sharing Plan, as amended and restated
through December 31, 1994, and subsequently amended, is further amended as set
forth below:
The definition of "Covered Employee" in Plan Section 1.19 is amended by
adding the following sentences to the end:
For the period beginning with the merger of American National Bancorp,
Inc. into and with Crestar Financial Corporation and the accompanying
merger of American National Savings Bank, F.S.B. into and with Crestar
Bank following the close of business on November 13, 1997
(collectively, the "Bank Merger"), and ending on January 1, 1998, after
the American National Savings Bank, F.S.B. 401(k) Plan is frozen as to
participation, eligibility and contributions, "Covered Employee" does
not include an individual who, immediately prior to the effective time
of the Bank Merger, is an employee of American National Bancorp, Inc.
or any of its affiliates. Effective January 1, 1998, individuals who
are Employees of the Employer as a result of the Bank Merger and who
were employees of American National Bancorp, Inc. or any of its
affiliates immediately prior to the Bank Merger will receive credit for
service with American National Bancorp, Inc. or any of its affiliates
for purposes of Plan eligibility, participation and vesting.
<PAGE> 1
EXHIBIT 4.8
AMENDMENT TO THE CRESTAR EMPLOYEES'
THRIFT AND PROFIT SHARING PLAN
AS AMENDED AND RESTATED THROUGH DECEMBER 31, 1994
The Crestar Employees' Thrift and Profit Sharing Plan, as amended and restated
through December 31, 1994, and subsequently amended, is further amended as set
forth below, effective January 1, 1998:
1. Plan Section 3.2(c) is amended by changing the reference to "two
percent (2%)" in the first sentence to "one percent (1%)."
2. Plan Section 3.4(a) is amended to read as follows:
(a) AMOUNT. The Employers shall contribute to the Plan
out of their current or accumulated earnings for the
Accounts of Participants with Salary Reduction
Elections in effect, an aggregate amount equal to one
hundred percent (100%) of the 401(k) Contribution
made on behalf of each such Participant, but not
exceeding four percent (4%) of the Participant's
Compensation as to which any such election applied.
Notwithstanding the foregoing, under no circumstances
may a Participant's Matching Contribution exceed four
percent (4%) of his Compensation for the Plan Year.
3. Plan Section 3.6(a) is amended by adding the following sentences to the
end:
Notwithstanding the foregoing provisions of this subsection,
effective January 1, 1998, the amount of the annual Profit
Sharing Contribution shall be such amount, if any, determined
each year by the Board in its full and complete discretion.
<PAGE> 2
AMENDMENT TO THE CRESTAR EMPLOYEES'
THRIFT AND PROFIT SHARING PLAN
AS AMENDED AND RESTATED THROUGH DECEMBER 31, 1994
The Crestar Employees' Thrift and Profit Sharing Plan, as amended and restated
through December 31, 1994, and subsequently amended, is further amended as set
forth below, effective January 1, 1998:
1. Plan Section 4.9(b)(1) is amended by revising the first sentence to
read as follows:
(1) To the extent that a Participant's excess Annual Additions
are attributable to 401(k) Contributions or nondeductible voluntary
employee contributions, those 401(k) Contributions or nondeductible
voluntary employee contributions, and any earnings thereon, may be
returned to the Participant in the Limitation Year in which they are
determined to be excess Annual Additions and will reduce that
Participant's excess Annual Addition.
2. Plan Section 8.1(a) is amended by changing the references to "$3,500"
to "$5,000."
3. Plan Section 9.3(a) is amended by changing the references to "$3,500"
to "$5,000."
4. Plan Section 9.3(b) is amended by changing the references to "$3,500"
to "$5,000."
<PAGE> 1
EXHIBIT 5.1
December 18, 1998
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street
Washington, D.C. 20549
Ladies and Gentlemen:
As Senior Vice President, General Counsel and Corporate Secretary for
SunTrust Banks, Inc. (the "Registrant"), I am familiar with the preparation and
filing of the Registrant's Registration Statement on Form S-8, as filed with the
Securities and Exchange Commission on or about December 18, 1998, pursuant to
which the Registrant proposes to issue up to 3,446,960 shares of its $1.00 par
value common stock ("Registrant's Common Stock") pursuant to the Crestar
Financial Corporation 1993 Stock Incentive Plan, the 1981 Stock Option Plan of
Crestar Financial Corporation and Affiliated Corporations, the Crestar/ANB Stock
Option Plan, the Crestar/Citizens Stock Option Plan, the Crestar Financial
Corporation Loyola - 1986 Stock Option Plan, the Crestar Employees' Thrift and
Profit Sharing Plan, the Crestar Merger Plan for Transferred Employees and the
Crestar Financial Corporation Directors' Equity Plan (the "Plans").
I have reviewed the Plans and the Registration Statement, and I have
examined and am familiar with, the originals or copies, certified or otherwise,
of the documents, corporate records and other instruments of the Registrant
relating to the proposed issuance of said Registrant's Common Stock which I deem
relevant and which form the basis of the opinion hereinafter set forth.
I am of the opinion that under the laws of the State of Georgia, the
jurisdiction in which the Registrant is incorporated and the jurisdiction in
which the Registrant has its principal office, upon the issuance of the shares
of the Registrant's Common Stock pursuant to the aforesaid Registration
Statement, all such shares when so issued will be duly authorized, validly
issued and outstanding, and will be fully paid and non-assessable shares of the
Registrant's Common Stock, and no personal liability will attach to the holders
of any of the shares of the Registrant's Common Stock.
The undersigned counsel to the Registrant hereby consents to the use of
my opinion as Exhibit 5.1 to the aforesaid Registration Statement.
Sincerely,
/s/ Raymond D. Fortin
RDF/bl
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 30, 1998
(except with respect to the matters discussed in Notes 17 and 18, as to which
the date is November 10, 1998) included in SunTrust Banks, Inc.'s Form 10-K/A
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
December 18, 1998
<PAGE> 1
EXHIBIT 23.3
INDEPENDENT ACCOUNTANTS' CONSENT
The Board of Directors
Crestar Financial Corporation:
We consent to the inclusion of our report dated January 14, 1998, with respect
to the consolidated balance sheets of Crestar Financial Corporation and
subsidiaries as of December 31, 1997 and 1996 and the related consolidated
statement of income, cash flows and changes in shareholders' equity for each of
the years in the three-year period ended December 31, 1997, which report appears
in the Form 8-K of SunTrust Banks, Inc. dated August 13, 1998. 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
Richmond, Virginia
December 18, 1998
<PAGE> 1
EXHIBIT 23.4
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
SunTrust Banks, Inc. on Form S-8 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 to the Current Report on Form 8-K of SunTrust
Banks, Inc., dated August 13, 1998.
/s/ DELOITTE & TOUCHE LLP
Richmond, Virginia
December 18, 1998
