SUNTRUST BANKS INC, PRE 14A, 2000-02-18

SUNTRUST BANKS INC
PRE 14A, 2000-02-18
NATIONAL COMMERCIAL BANKS

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<PAGE> 1

SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

<TABLE>
<S> <C>
[X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>

SunTrust Banks, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials:

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[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(4) Date Filed:

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<PAGE> 2

(SUNTRUST LOGO)

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders of
SunTrust Banks, Inc.

The Annual Meeting of Shareholders of SunTrust Banks, Inc. will be held in
Room 10 of the SunTrust Bank Tower, 25 Park Place, N.E., Atlanta, Georgia, on
Tuesday, April 18, 2000, at 9:30 a.m. local time, for the following purposes:

1. To elect four directors to serve until the Annual Meeting of
Shareholders in 2003;

2. To approve an amendment to the Restated Articles of Incorporation
to increase the number of authorized shares of common stock;

3. To reapprove the performance criteria for the Management Incentive
Plan;

4. To reapprove the performance criteria for the Performance Unit
Plan;

5. To approve the 2000 Stock Plan;

6. To act upon a shareholder proposal; and

7. To transact such other business as may properly come before the
Annual Meeting or any adjournment thereof.

Only shareholders of record at the close of business on February 19, 2000
will be entitled to notice of and to vote at the Annual Meeting or any
adjournment thereof.

Your attention is directed to the Proxy Statement accompanying this Notice
for more complete information regarding the matters to be acted upon at the
Annual Meeting.

By Order of the Board of Directors

Raymond D. Fortin
Corporate Secretary

March 1, 2000

IMPORTANT NOTICE

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE,
SIGN, DATE AND RETURN THE ENCLOSED PROXY AS SOON AS POSSIBLE IN THE POSTAGE PAID
ENVELOPE PROVIDED.
<PAGE> 3

SUNTRUST BANKS, INC.
303 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30308
---------------------

PROXY STATEMENT
---------------------

The enclosed proxy is solicited on behalf of the Board of Directors of
SunTrust Banks, Inc. (the "Company" or "SunTrust") in connection with the Annual
Meeting of Shareholders of the Company to be held on Tuesday, April 18, 2000
(the "Annual Meeting"). The enclosed proxy is for use at the Annual Meeting if a
shareholder is unable to attend the Annual Meeting in person or wishes to have
his shares voted by proxy even if he attends the Annual Meeting. The proxy may
be revoked by the person giving it at any time before it is exercised, by notice
to the Corporate Secretary of the Company, by submitting a proxy having a later
date, or by such person appearing at the Annual Meeting and voting in person.
All shares represented by valid proxies received pursuant to this solicitation
and not revoked before they are exercised will be voted in the manner specified
therein. If no specification is made, the proxies for each proposal described
below will be voted as recommended by the Board of Directors. This Proxy
Statement and the enclosed proxy are being first mailed to the Company's
shareholders on or about March 1, 2000.

ELECTION OF DIRECTORS

(ITEM 1)

Pursuant to the Bylaws of the Company, the Board of Directors has
determined that the number of directors constituting the Board of Directors
shall be 15, with directors divided into 3 classes serving staggered 3 year
terms. There are 4 directors, J. Hyatt Brown, Alston D. Correll, David H. Hughes
and G. Gilmer Minor, III, who have been nominated to stand for reelection as
directors at the Annual Meeting in 2000 for terms expiring in 2003. In February
1999, the Company amended its Bylaws to provide that a director shall retire as
a director at the end of such director's term coinciding with or following such
director's 70th birthday. Scott L. Probasco, Jr. (whose term expires in 2000)
will retire as a director in accordance with this provision at the 2000 Annual
Meeting. In addition to the 4 nominees, there are 11 other directors continuing
to serve on the Board of Directors, whose terms expire in 2001 and 2002. THE
BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOR OF ALL OF THE
NOMINEES.

The proxy solicited hereby cannot be voted for the election of a person to
fill a directorship for which no nominee is named in this Proxy Statement. If,
at the time of the Annual Meeting of Shareholders, any of the nominees named in
the enclosed proxy should be unable or decline to serve as a director, the
proxies are authorized to be voted for such substitute nominee or nominees as
the Board of Directors recommends. The Board of Directors has no reason to
believe that any nominee will be unable or decline to serve as a director.

Nominations for election to the Board of Directors may be made by any
shareholder entitled to vote for the election of directors. In accordance with
the Bylaws, nominations shall specify the class (term) of directors to which
each person is nominated, shall be made in writing and shall be delivered or
mailed to the Company's Chairman of the Board not later than March 20, 2000. Any
such nomination shall contain the following information: (i) the name and
address of the proposed nominee; (ii) the principal occupation of the proposed
nominee; (iii) the total number of shares of issued and outstanding $1.00 par
value per share common stock of the Company ("Company Common Stock") that, to
the knowledge of the nominating shareholder, will be voted for the proposed
nominee; (iv) the name and residence address of each nominating shareholder; (v)
the number of shares of Company Common Stock owned by the nominating
shareholder; (vi) the total number of shares of Company Common Stock that, to
the knowledge of the nominating shareholder, are owned by the proposed nominee;
and (vii) the signed consent of the proposed nominee to serve, if elected.
<PAGE> 4

The following table sets forth for each nominee and each director whose
term continues after the meeting, his age, the number of shares of Company
Common Stock beneficially owned by him on December 31, 1999, a brief description
of his principal occupation and business experience during the last five years,
certain other directorships held and how long he has been a director of the
Company.

DIRECTORS WHOSE TERMS EXPIRE IN 2002
A. W. Dahlberg is Chairman of the Board and Chief Executive
Officer of The Southern Company, an investor-owned electric
utility group. He serves as a director of The Southern
Company, Equifax Inc. and Protective Life Corporation. Mr.
Dahlberg is 59............................................. 1996 3,000(4)
L. Phillip Humann is Chairman of the Board, President and Chief
Executive Officer of the Company. He is a director of
Coca-Cola Enterprises Inc., Equifax Inc. and Haverty
Furniture Companies, Inc. Mr. Humann is 54................. 1991 590,157(5)
M. Douglas Ivester is Chairman of the Board and Chief Executive
Officer of The Coca-Cola Company. He served as President and
Chief Operating Officer of The Coca-Cola Company from July
1994 until elected to his current position in October 1997.
He is a director of Georgia-Pacific Corporation. Mr. Ivester
is 52...................................................... 1998 1,000(6)
Joseph L. Lanier, Jr. is Chairman of the Board and Chief
Executive Officer of Dan River, Inc., a textile manufacturing
company. He is also a director of Dimon, Inc., Flowers
Industries, Inc., Torchmark Corporation and Waddell & Reed
Financial, Inc. Mr. Lanier is 68........................... 1984 17,600(7)
Frank E. McCarthy is President of the National Automobile
Dealers Association. Mr. McCarthy became a director of the
Company when Crestar Financial Corporation was acquired by
the Company in December 1998. Mr. McCarthy is 65........... 1998 8,572(8)
</TABLE>

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<PAGE> 5

<TABLE>
<CAPTION>
SHARES OF
DIRECTOR COMPANY
NAME, PRINCIPAL OCCUPATION, CERTAIN OTHER DIRECTORSHIPS AND AGE SINCE COMMON STOCK(1)
- --------------------------------------------------------------- -------- ---------------
<S> <C> <C>
DIRECTORS WHOSE TERMS EXPIRE IN 2001
Summerfield K. Johnston, Jr. is Chairman of the Board and Chief
Executive Officer of Coca-Cola Enterprises Inc., a producer
and distributor of products of The Coca-Cola Company and
other liquid non-alcoholic refreshment products. He served as
Chief Executive Officer of Coca-Cola Enterprises Inc. until
1998, and reassumed this position in January 2000. Mr.
Johnston is 67............................................. 1997 204,780(9)
Larry L. Prince is Chairman of the Board and Chief Executive
Officer of Genuine Parts Company, a service organization
engaged in the distribution of automotive replacement parts,
industrial replacement parts and office products. Mr. Prince
is also a director of Crawford & Co., Equifax Inc. and John
H. Harland Co. Mr. Prince is 61............................ 1996 506,000(10)
R. Randall Rollins is Chairman of the Board and Chief Executive
Officer of Rollins, Inc., a consumer services company. He is
also Chairman of the Board and Chief Executive Officer of
RPC, Inc., an oil and gas field services and boat
manufacturing company, and a director of Dover Downs
Entertainment, Inc. Mr. Rollins is 68...................... 1995 61,986(11)
James B. Williams is Chairman of the Executive Committee of the
Board of Directors of the Company. Prior to March 1998, he
was Chairman of the Board of Directors and Chief Executive
Officer of the Company. He is also a director of The
Coca-Cola Company, Genuine Parts Company, Georgia-Pacific
Corporation, Rollins, Inc. and RPC, Inc. Mr. Williams is
66......................................................... 1984 2,290,402(12)
Frank S. Royal, M.D. is President and a member of Frank S.
Royal, M.D., P.C. (family medicine). Dr. Royal is a director
of Chesapeake Corporation, Columbia/HCA Healthcare
Corporation, CSX Corporation and Dominion Resources, Inc. Dr.
Royal became a director of the Company when Crestar Financial
Corporation was acquired by the Company in December 1998. Dr.
Royal is 60................................................ 1998 3,978(13)
Richard G. Tilghman is Vice Chairman and Executive Vice
President of the Company (since December 1998). He was
Chairman and Chief Executive Officer of Crestar Bank and
Crestar Financial Corporation until January 2000. He is a
director of Chesapeake Corporation. Mr. Tilghman is 59..... 1998 596,184(14)
</TABLE>

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

(1) Company Common Stock beneficially owned as of December 31, 1999. As of such
date, no nominee or director was a beneficial owner of more than 1% of the
outstanding shares of Company Common Stock. Except as otherwise indicated,
each director possessed sole voting and investment power with respect to
all shares set forth opposite his name.
(2) Does not include 2,494 shares of Common Stock equivalents held in Mr.
Correll's stock account under the Company's Directors Deferred Compensation
Plan.
(3) Does not include 1,448 shares of Common Stock equivalents held in Mr.
Minor's account under Crestar's Directors' Equity Program.
(4) Does not include 2,949 shares of Common Stock equivalents held in Mr.
Dahlberg's stock account under the Company's Directors Deferred
Compensation Plan.
(5) Includes 16,500 shares that are the subject of exercisable employee stock
options and 24,896 shares held for the benefit of Mr. Humann under the
Company's 401(k) Plan. Mr. Humann shares investment power with respect to
151,553 shares. Does not include 6,635 shares of Common Stock equivalents
held in Mr. Humann's stock account under the Company's 401(k) Excess Plan.
(6) Does not include 1,615 shares of Common Stock equivalents held in Mr.
Ivester's stock account under the Company's Directors Deferred Compensation
Plan.

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<PAGE> 6

(7) Mr. Lanier disclaims beneficial ownership of 4,000 shares. Does not include
906 shares of Common Stock equivalents held in Mr. Lanier's stock account
under the Company's Directors Deferred Compensation Plan.
(8) Does not include 2,926 shares of Common Stock equivalents held in Mr.
McCarthy's account under Crestar's Directors' Equity Program and 866 shares
of Common Stock equivalents held in Mr. McCarthy's stock account under the
Company's Directors Deferred Compensation Plan.
(9) Mr. Johnston shares voting and investment power with respect to 48,000
shares. Mr. Johnston disclaims beneficial ownership of 3,036 shares. Does
not include 1,892 shares of Common Stock equivalents held in Mr. Johnston's
stock account under the Company's Directors Deferred Compensation Plan.
(10) Includes 504,000 shares held by two foundations of which Mr. Prince is a
trustee. Does not include 3,925 shares of Common Stock equivalents held in
Mr. Prince's stock account under the Company's Directors Deferred
Compensation Plan.
(11) Mr. Rollins shares voting and investment power with respect to 20,168
shares.
(12) Includes 200,000 shares that are the subject of exercisable employee stock
options. Also includes 1,110,346 shares held by three foundations of which
Mr. Williams is one of a number of Trustees; Mr. Williams disclaims
beneficial ownership of all such shares. Mr. Williams shares investment
power with respect to 194,328 shares. Does not include 26,316 shares of
Common Stock equivalents held in Mr. Williams' stock account under the
Company's 401(k) Excess Plan.
(13) Does not include 1,665 shares of Common Stock equivalents held in Dr.
Royal's account under Crestar's Directors' Equity Program.
(14) Includes 342,210 shares that are the subject of exercisable employee stock
options. Does not include 25,943 shares of Common Stock equivalents held in
Mr. Tilghman's account under the Company's 401(k) Excess Plan and 5,096
Common Stock equivalents issued as performance shares under Crestar's 1993
Stock Incentive Plan.

PRINCIPAL SHAREHOLDER AND MANAGEMENT STOCK OWNERSHIP

The following sets forth certain information concerning persons known to
the Company who may be considered a beneficial owner of more than 5% of the
outstanding shares of Company Common Stock as of January 1, 2000.

<TABLE>
<CAPTION>
SHARES PERCENT
NAME AND ADDRESS BENEFICIALLY OWNED OF CLASS
- ---------------- ------------------ --------
<S> <C> <C>
SunTrust Bank............................................... 42,583,540(1)(2) 13.8%
25 Park Place, N.E.
Atlanta, Georgia 30303
</TABLE>

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

(1) The shares shown were held by SunTrust Bank, a subsidiary of the Company, in
various fiduciary or agency capacities. SunTrust Bank had sole voting power
with respect to 22,073,467 of such shares and it shared voting power with
respect to 1,534,631 of such shares, not including shares referred to in
Note 2 below. SunTrust Bank had sole investment power with respect to
14,759,623 of the total shares set forth above and it shared investment
power with respect to 7,552,362 of such shares, not including the shares
referred to in Note 2 below. The Company and SunTrust Bank disclaim any
beneficial interest in any of such shares.
(2) Includes 17,167,054 shares held by SunTrust Bank as Trustee under the
Company's 401(k) Plan. Shares of Company Common Stock allocated to a
participant's account are voted by the Trustee in accordance with
instructions from such participant. Shares for which there are no
instructions from participants are not voted.

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<PAGE> 7

The following table sets forth the number of shares of Company Common Stock
beneficially owned on December 31, 1999 by certain executive officers of the
Company and by all directors and executive officers of the Company as a group
(30 persons) and the percentage of the Company's outstanding shares owned by
such group.

<TABLE>
<CAPTION>
BENEFICIAL OWNER SHARES BENEFICIALLY OWNED(1) PERCENT OF CLASS(2)
- ---------------- ---------------------------- -------------------
<S> <C> <C>
John W. Clay, Jr..................................... 171,721
Theodore J. Hoepner.................................. 245,412
Robert R. Long....................................... 231,060
John W. Spiegel...................................... 386,351
James M. Wells III................................... 369,461
All Directors and Executive Officers as a Group...... 8,655,051 2.79%
</TABLE>

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

(1) Includes the following shares subject to exercisable stock options: Mr.
Clay, 29,000 shares; Mr. Hoepner, 33,000 shares; Mr. Long, 19,800 shares;
Mr. Spiegel, 33,000 shares; Mr. Wells, 246,063 shares; all other executive
officers, 483,721 shares.
(2) Outstanding shares represent the 308,353,207 shares of Company Common Stock
outstanding on December 31, 1999, increased by the 844,584 shares subject to
employee stock options referred to in Note 1. No executive officer owns 1%
or more of the outstanding shares of Company Common Stock.

BOARD COMMITTEES, ATTENDANCE AND COMPENSATION

The Company's Board of Directors has three standing committees -- the
Executive Committee, the Audit Committee and the Compensation Committee. The
Executive Committee serves as the Nominating Committee. Regular meetings of the
Board are held quarterly. The Executive Committee has and may exercise all the
lawful authority of the full Board of Directors, except that the committee may
not (1) approve, or propose to the shareholders, any action that lawfully must
be approved by the shareholders, (2) fill vacancies on the Board of Directors or
any of its committees, (3) amend the Articles of Incorporation, or adopt, amend,
or repeal the Bylaws of the Company, or (4) approve a dissolution or merger of
the Company or the sale of all or substantially all of the assets of the
Company. The Executive Committee serves as the Nominating Committee and may make
recommendations to the Board with respect to the size and composition of the
Board, reviews the qualifications of potential candidates and recommends
nominees to the Board. The current members of the Executive Committee are Mr.
Williams, Mr. Brown, Mr. Humann, Mr. Ivester, Mr. Probasco and Mr. Tilghman. The
Executive Committee held 4 meetings during 1999.

The Audit Committee has the responsibility of recommending the independent
auditors; reviewing and approving the annual plans of the independent auditors;
approving the annual financial statements; reviewing regulatory reports; and
reviewing and approving the annual plan for the internal audit department, as
well as a summary report of such department's findings and recommendations. The
current members of the Audit Committee are Mr. Hughes, Mr. Correll, Mr.
McCarthy, Mr. Prince, Mr. Rollins and Dr. Royal. The Audit Committee held 4
meetings during 1999.

The Compensation Committee is responsible for approving the compensation
arrangements for senior management. It is also responsible for administration of
certain employee benefit plans, including the Stock Incentive Plans, Management
Incentive Plan, Performance Unit Plan, 401(k) Plan, 401(k) Excess Plan,
Performance Bonus Plan, Retirement Plan, Supplemental Executive Retirement Plan
and ERISA Excess Retirement Plan. The current members of the Compensation
Committee are Mr. Lanier, Mr. Dahlberg, Mr. Johnston and Mr. Minor. The
Compensation Committee held 5 meetings during 1999.

During 1999, the Board of Directors held 4 meetings. All the Company's
directors attended at least 75% of the Board meetings and meetings of committees
on which they served. Each director who is not also an employee of the Company
or its subsidiaries received an annual retainer of $45,000 in 1999 and was paid
a fee of $1,500 for each Board or committee meeting attended. Directors serving
as directors of the Company's subsidiaries only receive meeting attendance fees
for service on those Boards. Directors may defer fees payable to them under the
Company's Directors Deferred Compensation Plan. The return on such deferred
amount is determined, at the

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<PAGE> 8

election of the director, as if such funds had been invested in Company Common
Stock or at a floating interest rate equal to the prime interest rate in effect
at SunTrust Bank computed on a quarterly basis.

Mr. Williams, the former Chairman of the Board and Chief Executive Officer
of the Company who retired on March 21, 1998, is serving as a non-employee
director of the Company and Chairman of the Executive Committee. Mr. Williams
has been provided with an office, office equipment and supplies, general
secretarial support, a Company car and parking space, reimbursement of country
club fees and assessments, and use of the Company airplane to and from Board and
committee meetings and when representing the Company at national, corporate,
community and civic events. Tax and estate planning services and security system
monitoring for his homes are also provided. Any tax liability as a result of
this support, except for director's fees, will be fully grossed-up by the
Company.

CRESTAR DIRECTORS' DEFERRED BENEFITS

Mr. McCarthy, Mr. Minor and Dr. Royal, all former Crestar directors who are
now directors of the Company, receive compensation consistent with Company
directors' compensation. They also participate in a Crestar directors' program
providing deferred benefits based on 1996 director awards plus their elective
deferrals of Crestar retainers. These benefits are calculated in Common Stock
equivalents and paid, after their directorship ends, in whole shares of Company
Common Stock, with cash for any fractional share. Mr. McCarthy is also receiving
annual payments under another Crestar program based on his elective deferrals of
Crestar cash fees and retainers and interest credited at guaranteed rates;
benefits will include survivor's benefits.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

EXECUTIVE OFFICERS

Executive officers are elected annually by the Board following the Annual
Meeting of Shareholders to serve for a 1 year term and until their successors
are elected and qualified. The following table sets forth the name of each
executive officer of the Company and the principal positions and offices he
holds with the Company. Unless otherwise indicated, each of these officers has
served as an executive officer of the Company or a principal subsidiary for at
least 5 years.

<TABLE>
<CAPTION>
NAME INFORMATION ABOUT EXECUTIVE OFFICERS
- ---- ------------------------------------
<S> <C>
L. Phillip Humann............................. Chairman of the Board, Chief Executive Officer
and President of the Company.
Richard G. Tilghman........................... Vice Chairman and Executive Vice President of
the Company since December 1998. He was Chief
Executive Officer of Crestar Financial
Corporation until January 2000.
John W. Clay, Jr. ............................ An Executive Vice President of the Company
since 1997 with responsibility for corporate
and investment banking. Prior to 1997, he
was Chief Executive Officer of the Company's
Tennessee banking operations. Mr. Clay is
58.
Robert H. Coords.............................. An Executive Vice President of the Company and
Chief Efficiency and Quality Officer. Mr.
Coords is 57.
Donald S. Downing............................. An Executive Vice President of the Company and
Mortgage Line of Business Head. Mr. Downing
is 53.
Samuel O. Franklin III........................ An Executive Vice President of the Company and
Chief Executive Officer of the Company's
Tennessee banking operations. Mr. Franklin
is 56.
</TABLE>

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<PAGE> 9

<TABLE>
<CAPTION>
NAME INFORMATION ABOUT EXECUTIVE OFFICERS
- ---- ------------------------------------
<S> <C>
Theodore J. Hoepner........................... An Executive Vice President of the Company and
Chief Executive Officer of the Company's
Florida banking operations. Mr. Hoepner also
has responsibility for SunTrust Service
Corporation, Human Resources and efficiency
and quality initiatives. Mr. Hoepner is 58.
Craig J. Kelly................................ An Executive Vice President of the Company and
Marketing Director. Mr. Kelly is 54.
Robert R. Long................................ An Executive Vice President of the Company and
Chief Executive Officer of the Company's
Georgia banking operations. Mr. Long is 63.
Carl F. Mentzer............................... An Executive Vice President of the Company and
Commercial Line of Business Head. Mr.
Mentzer is 54.
Dennis M. Patterson........................... An Executive Vice President of the Company and
Retail Banking Line of Business Head. Mr.
Patterson is 50.
John W. Spiegel............................... An Executive Vice President and Chief
Financial Officer of the Company. Mr. Spiegel
is 58.
James M. Wells III............................ An Executive Vice President of the Company and
Chief Executive Officer of the Company's
Mid-Atlantic region since January 2000. He
also has responsibility for SunTrust
Mortgage, Inc. Until January 2000, he served
as President and Chief Operating Officer of
Crestar Financial Corporation and Crestar
Bank. Mr. Wells is 53.
Robert C. Whitehead........................... An Executive Vice President of the Company and
Chief Technology Officer. Mr. Whitehead is
53.
E. Jenner Wood, III........................... An Executive Vice President of the Company
with responsibility for trust, investment and
private client services. Mr. Wood is 48.
</TABLE>

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

INTRODUCTION

Decisions on compensation of the Company's executives are made by the
Compensation Committee of the Board (the "Committee"). Each member of the
Committee is a non-employee director. The Committee believes that the actions of
each executive officer have the potential to impact the short-term and long-term
profitability of the Company. Consequently, the Committee places considerable
importance on its task of designing and administering an executive compensation
program.

OBJECTIVES OF EXECUTIVE COMPENSATION

The objectives of the Company's executive compensation program are to: (1)
increase shareholder value, (2) improve the overall performance of the Company,
(3) increase the success of the banking unit directly impacted by the
executive's performance, and (4) enhance the performance of the individual
executive.

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<PAGE> 10

COMPENSATION POLICY

The general policy underlying the Company's executive compensation program
is designed to:

- Aid the Company in attracting, retaining and motivating high-performing
executives.

- Provide competitive levels of compensation consistent with achieving the
Company's annual and long-term performance goals.

- Reward superior corporate performance.

The executive compensation programs are reviewed periodically to ensure
they meet with strategic needs of the Company. During 1999, a special review was
conducted with a nationally recognized executive compensation consultant to
accomplish the following key objectives: determine the strategy for executive
compensation under the Company's new operating model; assess the overall
competitiveness of the compensation package; integrate the different strategies
and practices of Crestar and SunTrust into one cohesive approach; and assess the
mix of base salary, short term cash incentives, long term cash incentives and
stock to ensure it supports Company strategy. Results of this review will be
reflected in some changes for 2000.

Executive compensation is reviewed relative to that of the Company's peer
group. However, the Company's emphasis is on programs that provide incentive
compensation rewards based on the Company's performance. The peer group includes
superregional banks such as Bank of America Corp., Bank One Corporation, First
Union Corp., FleetBoston Financial Corp., KeyCorp, Mellon Financial Corp.,
Northern Trust Corp., PNC Bank Corp., Wachovia Corp. and Wells Fargo. For senior
executives, base salary will remain on the conservative side of the competitive
range compared to the peer group with variable compensation opportunity being a
significant part of the total compensation package. Thus, depending on the
Company's performance in any particular year, an executive officer may receive
compensation above or below the level of a comparable officer in a competing
company.

COMPONENTS OF EXECUTIVE COMPENSATION

The three primary components of executive compensation are:

- Base Salary

- Cash Incentive Plans

- Stock Incentive Plans

BASE SALARY

Base salary is designed to provide acceptable levels of compensation to
executives while helping the Company manage fixed labor expense. Therefore, the
Committee believes that executive officer base salaries should be on the
conservative side of a market-competitive range. Salaries for top executives are
reviewed annually and are based on:

- Job scope and responsibilities

- Corporate, unit, and individual performance (performance measures may
include net income, earnings per share, return on assets, return on
equity, growth, achievement of specific goals, etc.)

- Competitive salaries for similar positions

- Length of service

- Subjective factors

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<PAGE> 11

CASH INCENTIVE PLANS

The Company maintains two incentive plans in this category:

- The Management Incentive Plan, which focuses on annual performance goal
attainment.

- The Performance Unit Plan, which focuses on performance over a 3 year
period.

These variable compensation plans are designed so that: (1) the executive
receives a bonus only if the Company or applicable subsidiary or business unit
performance targets are met, and (2) a significant part of the executive's
compensation is at risk.

Management Incentive Plan

Awards under the Management Incentive Plan ("MIP") are based on
consolidated net earnings for Company participants, and on attainment of
subsidiary or business unit net income goals for subsidiary participants. These
goals are set for a 1 year period, and are aimed at increasing short-term
performance. Minimum targets are set and the level of attainment of such goals
results in varying payouts. Maximum targets reflect ambitious earnings goals
which are only attainable in an outstanding year, and thus, result in larger
payouts. The net earnings target for 1999 was adjusted to exclude expenses
related to the acquisition of Crestar.

Participation in MIP is limited to a group of managers who have a material
impact on Company performance. The participants are selected by the Committee
and include the executive officers named in this Proxy Statement and
approximately 550 other managers at different levels of participation. Awards
earned under MIP are contingent upon employment with the Company through the end
of the year, except for payments made in the event of death, retirement,
disability, or in the event of a change in control. A more detailed discussion
of MIP is contained in Item 3 of this Proxy Statement. MIP payments are
presented in the Summary Compensation Table under the heading "Bonus."

Performance measures will be changed in 2000 to support the Company's new
operating model.

Performance Unit Plan

The Performance Unit Plan ("PUP") is aimed at motivating executives to
attain specific goals set by the Committee over a 3 year period. Approximately
220 participants were selected by the Committee to receive units (with a target
value of $30 per unit) based upon management level, scope of position, range of
incentive compensation, individual performance and subjective factors. Two
performance measurements are set for each 3 year cycle which correspond to a
minimum, target, and maximum payout value. These performance measurements are:
(1) a 3 year cumulative consolidated net income goal, and (2) a 3 year
cumulative earnings per share goal. At the end of each cycle, the payout value
is determined by actual net income and earnings per share for the 3 year period.
The measurement which yields the highest award is the one that is used. This
method was employed due to the Company's share purchase program and the desire
not to penalize executives for this strategy. Straight line interpolation is
used to calculate payout values between minimum, target, and maximum levels. In
1999, the targets were adjusted to exclude expenses related to the acquisition
of Crestar. A more detailed discussion of PUP is contained in Item 4 of this
Proxy Statement. These payouts are set forth in the Summary Compensation Table
under the heading "LTIP Payouts."

STOCK INCENTIVE PLANS

One of the Committee's priorities is for executives to be significant
shareholders so that the interests of executives are aligned with the interests
of shareholders. The Company's executive officers have a significant equity
stake in the Company, as reflected in the beneficial ownership information
contained in this Proxy Statement.

1995 Stock Plan

The 1995 Executive Stock Plan (the "1995 Stock Plan") was adopted by the
Board in November 1994, and approved by the shareholders at the 1995 Annual
Meeting. The 1995 Stock Plan provides for grants of options to
9
<PAGE> 12

purchase Company Common Stock, restricted shares of Company Common Stock (which
may be subject to both grant and forfeiture conditions), and grants of stock
appreciation rights ("SARs"). There are 10,000,000 shares of Company Common
Stock reserved for use under the 1995 Stock Plan, of which 5,000,000 may, but
need not be, granted as restricted stock. The 1995 Stock Plan is administered by
the Committee, which has the sole authority to grant options, SARs and
restricted stock. The 1995 Stock Plan has been used by the Committee to make
stock-based incentives important factors in attracting, retaining, and rewarding
employees and to closely align employee interests with those of the Company's
shareholders. Competitive grants of non-qualified stock options and incentive
stock options were made to key employees in 1999. The grants are presented in
the Option Grants During Year Ended December 31, 1999 table.

Performance based restricted stock ("Performance Stock") is a stock based
incentive vehicle made available to executives under the 1995 Stock Plan.
Performance Stock grants were made in 1996. Awards of Performance Stock occur as
the stock price increases in increments of 20% over the grant date value. For
each 20% increase in stock price, 20% of the shares granted are "awarded" to the
participant. Eighty percent of the shares granted in 1996 have been awarded
because the stock price had increased 80%. To receive the remaining awards under
the 1996 grant, the price of the stock must double from the price on the grant
date to $91.10 per share. Performance Stock that is awarded is held in escrow by
the Company, but executives receive dividends and voting rights on all shares
awarded to them. Most of the awarded shares are distributed on the earliest of
the following dates: (i) 15 years after the date shares are awarded; (ii) at
attaining age 64; (iii) in the event of death or disability of a participant; or
(iv) in the event of a change in control of the Company. However, in 1998
certain Performance Stock agreements were amended to provide that approximately
40% of all Performance Stock granted would become fully vested on February 10,
2000 and would no longer be subject to the service and forfeiture conditions.
There have been no grants of Performance Stock since 1996.

If the shareholders approve the 2000 Stock Plan described in Item 5, no
further grants will be made under the 1995 Stock Plan.

401(k) Matching Contributions

The Company matches eligible employee contributions to the Company's 401(k)
Plan after the employee has completed one year of service with the Company. The
matching contributions are made in Company Common Stock and, until July 1999,
consisted of a guaranteed component and a performance component. The performance
match was earned based on a comparison of net income and earnings per share
results to targets established by the Committee. If the minimum consolidated net
income or earnings per share target was not achieved, no performance match was
made for the year. As of July 1999, the entire Company match is guaranteed. The
Company did meet performance goals the first half of the year and therefore
employees did receive the maximum matching contribution.

401(k) Excess Plan

The Company also maintains an unfunded 401(k) Excess Plan to provide
benefits otherwise payable to certain participants under the 401(k) Plan which
exceed the tax qualified benefits under the 401(k) Plan as a result of certain
federal tax restrictions. Under the 401(k) Excess Plan, the Company credits to
an account for each participant an amount equal to the contribution to the
401(k) Plan that otherwise would have been made but for federal income tax
restrictions on maximum contributions. Amounts credited to a participant's
account generally have the same investment choices as allowed under the 401(k)
Plan except that they may not elect Company Common Stock. The amounts the
Company contributed to the 401(k) Plan and the 401(k) Excess Plan are included
in the amounts shown in the Summary Compensation Table under the heading "All
Other Compensation."

SECTION 162(M)

Section 162(m) of the Internal Revenue Code of 1986, as amended ("Section
162(m)"), provides that compensation in excess of $1 million paid for any year
to a corporation's chief executive officer and the four other highest paid
executive officers at the end of such year ("Covered Employees") will not be
deductible for federal

10
<PAGE> 13

income tax purposes unless certain conditions are met. One such condition is
that the compensation qualify as "performance-based compensation." In addition
to other requirements for qualification as performance-based compensation,
shareholders must be advised of and must approve the material terms of the
performance goals under which compensation is to be paid, and under certain
conditions, must reapprove the material terms of the performance goals every 5
years. The Company intends that awards to Covered Employees under the MIP, PUP
and the 1995 Stock Plan qualify as performance-based compensation within the
meaning of Section 162(m). On November 8, 1994, the Board of Directors of the
Company approved the 1995 Stock Plan and certain amendments to MIP and PUP which
were designed to ensure that, to the extent possible, awards payable under the
1995 Stock Plan, MIP and PUP would be fully deductible by the Company for
purposes of Section 162(m). At the 1995 Annual Meeting, the Company's
shareholders approved the material terms of the performance goals under which
compensation is paid under the 1995 Stock Plan, MIP and PUP. Items 3 and 4 of
this Proxy Statement describe proposals for shareholders to reapprove the
performance criteria for MIP and PUP, and Item 5 describes a proposal for
shareholders to approve the 2000 Stock Plan, including its performance criteria.
During 1999, Mr. Tilghman received compensation from Crestar that exceeded $1
million and is not fully deductible for federal income tax purposes under
Section 162(m).

CHIEF EXECUTIVE OFFICER COMPENSATION

The executive compensation policy described above is applied in setting Mr.
Humann's compensation. Mr. Humann participates in the same executive
compensation plans available to other executive officers. The 1999 cash
compensation of Mr. Humann was $1,825,510. Sixty two percent of this amount was
earned in performance-driven incentives. Mr. Humann had a base salary of
$700,000, and earned a MIP award of 75% of his base salary, or $525,510. In
keeping with the Committee's desire for the Chief Executive Officer to maintain
a long-term focus for the Company, much of Mr. Humann's variable compensation is
provided through PUP. Mr. Humann earned a PUP award of $600,000 for the 1997-99
PUP cycle. This represented a payout at the maximum $60 per unit value and is
the result of the Company achieving the aggressive cumulative earnings per share
target that was set by the Committee prior to the start of the 1997-99 cycle. In
addition, Mr. Humann was granted a non-qualified stock option for 75,000 shares
of SunTrust Common Stock.

SUMMARY

The Committee believes that this mix of conservative market-based salaries,
potentially significant variable cash incentives for both long-term and
short-term performance and the potential for equity ownership in the Company
represents a balance that will motivate the management team to continue to
produce strong returns. The Committee further believes this program strikes an
appropriate balance between the interests and needs of the Company in operating
its business and appropriate rewards based on shareholder value.

Submitted by the Compensation Committee of the Company's Board of
Directors.

Joseph L. Lanier, Jr., Chairman
A. W. Dahlberg
Summerfield K. Johnston, Jr.
G. Gilmer Minor, III

11
<PAGE> 14

SHAREHOLDER RETURN

Set forth below is a line graph comparing the yearly percentage change in
the cumulative total shareholder return on the Company Common Stock against the
cumulative total return of the S&P Composite-500 Stock Index and the S&P Major
Regional Bank Composite Index for the period of 5 years commencing December 31,
1994 and ended December 31, 1999.

(SUNTRUST CHART)

<TABLE>
<CAPTION>
STI S&P 500 S&P BANKS
--- ------- ---------
<S> <C> <C> <C>
1994 100.00 100.00 100.00
1995 147.01 137.58 157.47
1996 215.79 169.17 215.16
1997 317.70 225.61 323.53
1998 345.46 290.09 357.46
1999 317.23 351.13 306.71
</TABLE>

* Assumes that the value of the investment in Company Common Stock and each
index was $100 on December 31, 1994 and that all dividends were reinvested.

12
<PAGE> 15

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

The following table shows, for the fiscal years ending December 31, 1997,
1998 and 1999, the cash compensation paid by the Company and its subsidiaries,
as well as certain other compensation paid, accrued or granted for those years,
to each of the 7 most highly compensated executive officers of the Company.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
----------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------- ------------------------- ----------
OTHER SECURITIES ALL
ANNUAL RESTRICTED UNDER- OTHER
NAME AND PRINCIPAL COMPEN- STOCK LYING LTIP COMPEN-
POSITION YEAR SALARY BONUS SATION AWARD(1) OPTIONS PAYOUTS SATION(2)
- ------------------ ---- -------- -------- ------- ---------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
L. Phillip Humann..... 1999 $700,000 $525,510 $14,240 -- 75,000 $ 600,000 $ 30,195
Chairman of the 1998 590,000 351,553 4,420 -- -- 600,000 22,002
Board, President 1997 500,000 232,239 5,786 -- -- 600,000 18,946
and Chief Executive
Officer
Richard G.
Tilghman(3)......... 1999 910,378(4) 600,000(4) -- -- 25,000 -- 84,038
Vice Chairman and 1998 725,000(5) 754,000(6) -- 4,590,000(7) 230,016(8) 2,885,123(9) 104,663
Executive Vice
President
James M. Wells
III(3).............. 1999 505,759(4) 300,000(4) -- -- 15,000 -- 41,897
Executive Vice 1998 500,000(5) 418,400(6) -- 2,295,000(10) 118,128(11) 1,568,818(9) 64,995
President
John W. Spiegel....... 1999 455,000 273,265 5,853 -- 15,000 360,000 21,709
Executive Vice 1998 425,000 253,237 -- -- -- 360,000 17,020
President and Chief 1997 380,000 176,502 2,740 -- -- 360,000 15,304
Financial Officer
Theodore J. Hoepner... 1999 365,000 182,659 -- -- 15,000 276,000 17,316
Executive Vice 1998 340,000 129,393 -- -- -- 276,000 13,725
President 1997 320,000 83,089 -- -- -- 240,000 12,944
John W. Clay, Jr. .... 1999 360,000 180,157 9,057 -- 15,000 276,000 16,606
Executive Vice 1998 320,000 121,782 3,506 -- -- 276,000 12,876
President 1997 300,000 77,896 5,409 -- -- 264,000 12,132
Robert R. Long........ 1999 345,000 172,651 5,853 -- 15,000 276,000 17,359
Executive Vice 1998 320,000 121,782 -- -- -- 276,000 14,136
President 1997 300,000 77,896 2,360 -- -- 240,000 12,895
</TABLE>

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

(1) Performance-based restricted stock ("Performance Stock") is held by certain
of the executive officers listed above, under the Company's 1986 Stock Plan
and the 1995 Stock Plan. Three events must occur with respect to the
Performance Stock set forth above before the executive takes full title to
the Performance Stock. Shares generally are granted, awarded, become vested
and finally are distributed. After Performance Stock is granted by the
Compensation Committee, 20% increments are awarded if and when there are
comparable 20% increases in the average price of the Company's Common Stock
from the initial price at the time of grant. Most of the awarded shares are
distributed on the earliest of the following dates: (i) 15 years after the
date shares are awarded to participants; (ii) at attaining age 64; (iii) in
the event of the death or disability of a participant; or (iv) in the event
of a change in control of the Company as defined in the 1986 Stock Plan or
the 1995 Stock Plan. Approximately 40% of the granted shares became fully
vested as of February 10, 2000 and are no longer subject to service and
forfeiture conditions. The individuals set forth in the table above held
(were granted), subject to the terms and conditions of the 1986 Stock Plan
or the 1995 Stock Plan, the number of shares of restricted stock, including
Performance Stock, with a value as of December 31, 1999, as follows:
Messrs. Humann 320,000 shares, $22,020,000; Tilghman 60,000 shares,
$4,128,750; Wells 30,000 shares, $2,064,375; Spiegel 194,000 shares,
$13,349,625; Hoepner 142,000 shares, $9,771,375; Clay 78,000 shares,
$5,367,375; and Long 118,000 shares, $8,119,875. As described above, not
all such shares have been awarded and only a portion of the shares held by
the individuals named in this footnote have vested. The price of the
Company's Common Stock would have to

13
<PAGE> 16

reach $91.10 for a certain period of time before all the shares listed in
this footnote would be awarded. Dividends were paid in 1999 on shares of
awarded restricted stock as follows: Messrs. Humann $441,600; Tilghman
$41,400; Wells $20,700; Spiegel $267,720; Hoepner $195,960; Clay $107,640;
and Long $162,840.
(2) Amounts contributed by the Company to the 401(k) Plan and credited under
the 401(k) Excess Plan and Company premiums paid on term life insurance,
except for Messrs. Tilghman and Wells. For Messrs. Tilghman and Wells,
includes the actuarial equivalent of benefits from Crestar's premiums on a
split-dollar life insurance policy and above market interest earned on
deferred compensation.
(3) Messrs. Tilghman and Wells were not employees of the Company in 1997.
(4) In accordance with his employment agreement with the Company.
(5) The 1998 base salaries for Messrs. Tilghman and Wells were set by Crestar's
Human Resources and Compensation Committee (the "Crestar Committee") and
targeted to be at the median level of financial institutions in Crestar's
regional peer group.
(6) Amounts awarded to Messrs. Tilghman and Wells for 1998 under Crestar's
Management Incentive Plan based on Crestar's return on equity and the
Crestar Committee's evaluation of individual performance.
(7) 60,000 shares of Restricted Stock were granted to Mr. Tilghman by the
Compensation Committee under the 1995 Stock Plan in accordance with his
employment agreement with the Company entered into in connection with the
acquisition of Crestar. These shares will vest and be awarded to Mr.
Tilghman at the earliest of the following dates: (i) at the end of his
employment period, which is December 31, 2000, (ii) occurrence of an event
that would fully vest all stock granted under the 1995 Stock Plan, (iii)
death, (iv) disability, (v) termination of employment by the Company
without cause and (vi) termination of employment by Mr. Tilghman for good
reason. Mr. Tilghman receives dividends on these shares. Mr. Tilghman also
has 5,096 performance shares with a year-end value of $350,668.50 granted
by Crestar and held in a phantom account. These shares are vested and
payable at his retirement.
(8) 180,000 of these options were granted to Mr. Tilghman pursuant to his
employment agreement with the Company. The remaining 50,016 options
represent 52,100 converted Crestar options that were granted by the Crestar
Committee in January 1998 pursuant to Crestar's customary procedures for
annual option grants to executives.
(9) Value of performance share payouts in stock and cash to Messrs. Tilghman
and Wells under the Value Share Programs established under Crestar's 1993
Stock Incentive Plan. Under Value Share II, the payout was determined at
July 20, 1998, the date of the agreement for the acquisition of Crestar,
based on Crestar's attained stock growth appreciation since January 1997
and its peer group ranking for stock price appreciation. Under Value Share
III, a pro rata payout was also made at July 20, 1998 for performance
shares granted to 25 top executives to reinforce Crestar's top 5 long-term
strategic goals.
(10) 30,000 shares of Restricted Stock were granted to Mr. Wells by the
Compensation Committee under the 1995 Stock Plan in accordance with his
employment agreement with the Company entered into in connection with the
acquisition of Crestar. These shares will vest and be awarded to Mr. Wells
at the earliest of the following dates: (i) at the end of his employment
period, which is December 31, 2001, (ii) occurrence of an event that would
fully vest all stock granted under the 1995 Stock Plan, (iii) death, (iv)
disability, (v) termination of employment by the Company without cause and
(vi) termination of employment by Mr. Wells for good reason. Mr. Wells
receives dividends on these shares.
(11) 90,000 of these options were granted to Mr. Wells pursuant to his
employment agreement with the Company. The remaining 28,128 options
represent 29,300 converted Crestar options that were granted by the Crestar
Committee in January 1998 pursuant to Crestar's customary procedures for
annual option grants to executives.

14
<PAGE> 17

OPTION GRANTS, EXERCISES AND HOLDINGS

The following table contains information concerning the grant of stock
options to the Company's named executive officers as of the end of the last
fiscal year. The Company did not award any stock appreciation rights during the
last fiscal year.

OPTION GRANTS DURING YEAR
ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
---------------------------------------------------- VALUE AT ASSUMED
NUMBER OF % OF TOTAL ANNUAL RATES OF
SECURITIES OPTIONS STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE FOR OPTION TERM(1)
OPTIONS EMPLOYEES IN PRICE PER EXPIRATION -------------------------
NAME GRANTED FISCAL YEAR SHARE(2) DATE 5% 10%
- ---- ---------- ------------ --------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
L. Phillip Humann............. 75,000 3.844 73.0625 11/9/2009 3,446,146 8,733,211
Richard G. Tilghman........... 25,000(3) 1.281 73.0625 11/9/2009 1,148,716 2,911,071
James M. Wells III............ 15,000(4) 0.769 73.0625 11/9/2009 689,230 1,746,643
John W. Spiegel............... 15,000 0.769 73.0625 11/9/2009 689,230 1,746,643
Theodore J. Hoepner........... 15,000 0.769 73.0625 11/9/2009 689,230 1,746,643
John W. Clay, Jr.............. 15,000 0.769 73.0625 11/9/2009 689,230 1,746,643
Robert R. Long................ 15,000 0.769 73.0625 11/9/2009 689,230 1,746,643
</TABLE>

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

(1) The dollar gains under these columns result from calculations assuming 5%
and 10% growth rates over a 10 year period as set by the Securities and
Exchange Commission and are not intended to forecast future price
appreciation of the Company's Common Stock. The gains reflect a future value
based upon growth at these prescribed rates. These values have also not been
discounted to present value. It is important to note that options have value
to the listed executive and to all option recipients only to the extent the
stock price exceeds the exercise price shown on the table during the
effective option period.
(2) Under the 1995 Stock Plan, the exercise price must not be less than 100% of
the fair market value of the Company's Common Stock on the date the option
is granted. Options may be exercised using cash, Company Common Stock or a
combination of both.
(3) Granted pursuant to Mr. Tilghman's employment agreement with the Company.
Option becomes exercisable on December 31, 2000.
(4) Granted pursuant to Mr. Wells' employment agreement with the Company. Option
becomes exercisable on December 31, 2001.

The following table sets forth information with respect to the named
executives concerning the exercise of options during 1999 and unexercised
options held as of December 31, 1999.

AGGREGATED OPTION EXERCISES IN 1999 AND
DECEMBER 31, 1999 OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT DECEMBER 31, IN-THE-MONEY OPTIONS
SHARES 1999 AT DECEMBER 31, 1999
ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
L. Phillip Humann............ 3,300 $127,256 -- 91,500 $ -- $636,281
Richard G. Tilghman.......... -- -- 342,210 205,000 13,086,723 --
James M. Wells III........... -- -- 231,063 105,000 9,566,302 --
John W. Spiegel.............. -- -- 16,500 31,500 636,281 636,281
Theodore J. Hoepner.......... 8,800 493,350 16,500 31,500 636,281 636,281
John W. Clay, Jr............. 4,000 160,750 12,500 31,500 482,031 636,281
Robert R. Long............... 8,800 530,750 16,500 18,300 636,281 127,256
</TABLE>

15
<PAGE> 18

LONG-TERM INCENTIVE PLAN

The following table provides information concerning the Company's
Performance Unit Plan ("PUP"). The PUP provides for the award of performance
units ("Units"), each with a target grant value, to key employees of the Company
and its subsidiaries by the Compensation Committee. The grant value and number
of Units awarded to a participant for each performance measurement cycle is
determined by the Compensation Committee as of the grant date. The final value
of the Units granted under each award may range from zero to 200% of the grant
value and is determined by the Compensation Committee at the end of each
performance measurement cycle based on the achievement of either consolidated
net income goals or earnings per share goals established by the Compensation
Committee for that cycle. Payment of an award earned under the PUP is contingent
upon continuous employment with the Company until the end of the award cycle,
except for payments made in the event of retirement, death, disability or a
change in control.

LONG-TERM INCENTIVE PLAN -- AWARDS IN 1999

<TABLE>
<CAPTION>
PERFORMANCE ESTIMATED FUTURE PAYOUTS UNDER
PERIOD UNTIL NON-STOCK PRICE-BASED PLANS
NUMBER MATURATION -------------------------------
NAME OF UNITS OR PAYOUT THRESHOLD TARGET MAXIMUM
- ---- -------- ------------ --------- -------- --------
<S> <C> <C> <C> <C> <C>
L. Phillip Humann.............................. 10,000 3 years $150,000 $300,000 $600,000
James M. Wells III............................. 5,000 3 years 75,000 150,000 300,000
John W. Spiegel................................ 6,000 3 years 90,000 180,000 360,000
Theodore J. Hoepner............................ 5,000 3 years 75,000 150,000 300,000
John W. Clay, Jr............................... 5,000 3 years 75,000 150,000 300,000
Robert R. Long................................. 5,000 3 years 75,000 150,000 300,000
</TABLE>

PENSION PLANS

The following table shows estimated combined retirement benefits payable to
a covered participant at normal retirement age under the Company's Retirement
Plan, ERISA Excess Retirement Plan ("ERISA Excess Plan") and Supplemental
Executive Retirement Plan ("SERP") as described below.

PENSION PLAN TABLE

<TABLE>
<CAPTION>
YEARS OF SERVICE
-------------------------------------------------
REMUNERATION 15 20 25 30 OR MORE
- ------------ ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
$ 500,000......................................... $ 300,000 $ 300,000 $ 300,000 $ 300,000
600,000........................................ 360,000 360,000 360,000 360,000
700,000........................................ 420,000 420,000 420,000 420,000
800,000........................................ 480,000 480,000 480,000 480,000
900,000........................................ 540,000 540,000 540,000 540,000
1,000,000........................................ 600,000 600,000 600,000 600,000
1,100,000........................................ 660,000 660,000 660,000 660,000
1,200,000........................................ 720,000 720,000 720,000 720,000
1,600,000........................................ 960,000 960,000 960,000 960,000
1,800,000........................................ 1,080,000 1,080,000 1,080,000 1,080,000
2,000,000........................................ 1,200,000 1,200,000 1,200,000 1,200,000
2,200,000........................................ 1,320,000 1,320,000 1,320,000 1,320,000
2,400,000........................................ 1,440,000 1,440,000 1,440,000 1,440,000
</TABLE>

The Company's Retirement Plan is a noncontributory pension plan for the
benefit of eligible employees of the Company and its subsidiaries. The Company
has also established the ERISA Excess Plan to pay benefits to certain Retirement
Plan participants that exceed the benefits payable to such Plan participants
under the Retirement Plan as a result of federal tax restrictions. In addition,
the SERP provides benefits to certain key employees of the Company and its
subsidiaries as designated by the Compensation Committee. The maximum annual
benefits payable under the SERP will equal 60% of the average annual income
(defined as base salary, and payments made under the Management Incentive Plan
and Performance Unit Plan, which are shown in the

16
<PAGE> 19

Summary Compensation Table) earned during the 60 consecutive months of
employment preceding retirement, reduced by annual benefits payable at
retirement under the Retirement Plan, the ERISA Excess Plan, Social Security
benefits at age 65, and certain other nonqualified, unfunded retirement
arrangements maintained by the Company. Upon retirement, the SERP benefit will
be paid in the form of a lump sum that is actuarially equivalent to a life
annuity if the participant is unmarried or that is actuarially equivalent to a
100% joint and survivor annuity if the participant is married. Retirement
benefits under the SERP vested for all participants on February 10, 2000.

The compensation earned in 1999 for the individuals named in the Summary
Compensation Table included for the computation of benefits payable under the
SERP and credited years of service is as follows: Messrs. Humann, $1,825,510, 30
years of service; Tilghman, $1,510,378, 33 years of service; Wells, $805,759, 31
years of service; Spiegel, $1,088,265, 34 years of service; Hoepner, $823,659,
31 years of service; Clay, $816,157, 32 years of service; and Long, $793,651, 32
years of service.

The SERP provides that in the event of a change in control of the Company
(as defined in the SERP), for participants who are involuntarily terminated or
who terminate for good reason within 3 years after a change in control, benefits
would be calculated using the highest compensation for any 12 consecutive month
period during the 60 consecutive month period which ends immediately before the
termination of employment. Further, the participant's credited service may be
increased under certain circumstances up to 3 years. Termination for good reason
means a termination made primarily because of a failure to elect or reelect a
participant to a position held with the Company prior to the change in control
or a substantial change or reduction in responsibilities or compensation. The
SERP further provides that in the event of a termination as described above,
participants in the SERP will continue to receive health, life and disability
benefit coverage for up to 2 years after such termination.

Mr. Tilghman's and Mr. Wells' employment agreements with the Company, as
more fully described below, provide that on termination of employment and at
such person's election, he will receive the benefit calculated under the
Company's SERP or the benefit calculated under Crestar's SERP. Under Crestar's
SERP, both Mr. Tilghman and Mr. Wells have completed the 20 years of service
required for an annual benefit from the SERP and other qualified and
nonqualified pension plans, beginning at age 60 and payable for his lifetime,
equal to 50% of the average of his 3 highest years of compensation (calculated
using base salary plus bonus). For Mr. Tilghman, this annual benefit is
projected to be approximately $764,000 beginning at age 60, based on his
eligible compensation through 2000. For Mr. Wells, this annual benefit is
projected to be approximately $414,178 beginning at age 60, based on his
eligible compensation through 1999.

EMPLOYMENT AGREEMENTS WITH MR. TILGHMAN AND MR. WELLS

In connection with the execution of the agreement to acquire Crestar
entered into in July 1998, the Company and Richard G. Tilghman entered into an
employment agreement providing for the employment of Mr. Tilghman for the 2-year
period following consummation of the Crestar acquisition on December 31, 1998.
The agreement provides that during Mr. Tilghman's employment, he will serve as
Vice Chairman and Executive Vice President of the Company and will continue to
serve as the Chief Executive Officer of Crestar. Mr. Tilghman resigned as Chief
Executive Officer of Crestar in January 2000. Mr. Tilghman is entitled to
receive a base salary during the term of his employment equal to $900,000 per
year, plus he received an annual bonus in an amount equal to $600,000 for
calendar year 1999 and will receive an annual bonus of $700,000 for calendar
year 2000. Under the terms of the agreement, Mr. Tilghman also received on
December 31, 1998 a grant of 60,000 shares of restricted Company Common Stock
and a 10 year option to acquire an aggregate of 180,000 shares of Company Common
Stock with an exercise price of $76.50 (subject to anti-dilution provisions).
Under the terms of the agreement, Mr. Tilghman received an option to purchase
25,000 shares of Company Common Stock in November 1999, and at the time the
Company makes option grants to other senior executives in 2000, Mr. Tilghman
will also receive an option to purchase 25,000 shares of Company Common Stock.
All such awards will vest on December 31, 2000. When his employment with the
Company ends, Mr. Tilghman is also entitled to elect a supplemental retirement
benefit under either the Company's SERP or Crestar's SERP (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

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<PAGE> 20

tax under Section 4999 of the Internal Revenue Code, Mr. Tilghman will be
entitled to receive an additional amount necessary to make him whole with
respect to such excise tax.

Also in connection with the acquisition of Crestar, the Company and James
M. Wells III entered into an employment agreement providing for the employment
of Mr. Wells from December 31, 1998 until December 31, 2001. The agreement
provides that Mr. Wells will continue to serve as the President and Chief
Operating Officer of Crestar and will continue to serve on the Crestar Board.
Under the terms of the agreement, Mr. Wells received a base salary of $500,000
in 1999, and will receive $550,000 in 2000 and no less than $550,000 in 2001,
plus he received an annual bonus of $300,000 in 1999, and is entitled to receive
$315,000 in 2000 and, in 2001, the greater of (i) $330,000 or (ii) the aggregate
amount paid to Mr. Wells for such year under SunTrust's existing management
incentive plans. Mr. Wells also received on December 31, 1998 a grant of 30,000
shares of restricted Company Common Stock and a 10 year option to acquire an
aggregate of 90,000 shares of Company Common Stock with an exercise price per
share of $76.50 (subject to anti-dilution provisions). Mr. Wells was granted an
option to acquire 15,000 shares of Company Common Stock in 1999, and will be
granted options for at least 15,000 shares of Company Common Stock in each of
2000 and 2001. All such awards will vest on December 31, 2001. When his
employment with the Company ends, Mr. Wells is also entitled to elect a
supplemental retirement benefit under either the SunTrust SERP or the Crestar
SERP (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 Internal Revenue 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 as of June 2000 if he tenders his resignation before such date. Such
resignation would be treated as a termination of employment for "good cause"
under the agreement and he will receive (i) a lump sum payment equal to his base
salary and annual bonus which would have been paid to him 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 his supplemental retirement plan that would have been paid absent such
termination. If Mr. Wells exercises his option to resign, he will be prohibited,
for a period of two years from the date of such resignation, from serving as an
officer, director or employee of, or consultant for, or having a significant
investment in, any organization which engages in the same business or lines of
business as was conducted by Crestar and which operates in Virginia, Maryland or
the District of Columbia.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Messrs. Lanier, Dahlberg, Johnston and Minor, all of whom are independent,
outside directors of the Company, served as members of the Compensation
Committee during all or part of 1999. During 1999, the Company's bank
subsidiaries engaged in customary banking transactions and had outstanding loans
to certain of the Company's directors, executive officers, their associates and
members of the immediate families of certain directors and executive officers.
These loans were made in the ordinary course of business and were made on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with others. In the opinion
of management, these loans do not involve more than the normal risk of
collectibility or present other unfavorable features. Mr. Theodore J. Hoepner is
a member of the Compensation Committee of the Board of Directors of Brown &
Brown, Inc., of which Mr. J. Hyatt Brown is Chairman, President and Chief
Executive Officer.

APPROVAL OF AMENDMENT TO RESTATED ARTICLES OF INCORPORATION

(ITEM 2)

On February 8, 2000, the Board of Directors approved a proposal to amend
the Company's Restated Articles of Incorporation to increase the number of
shares of common stock, par value $1.00 per share, which the Company is
authorized to issue from 500,000,000 to 750,000,000. There will be no change in
the par value of each share of common stock and the amendment will not affect
the number of shares of preferred stock

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<PAGE> 21

authorized, which is 50,000,000 shares. The full text of the proposed amendment
to Article 5(a) of the Restated Articles of Incorporation is set forth below:

5(a). The aggregate number of common shares (referred to in these
Articles of Incorporation as "Common Stock") which the Corporation shall
have the authority to issue is 750,000,000 shares with a par value of $1.00
per share. Each holder of Common Stock shall be entitled to one vote for
each share of such stock held.

As of December 31, 1999, the Company had 303,353,207 shares of Common Stock
issued and outstanding. Of the remaining authorized shares, approximately
11,466,642 were reserved for issuance in connection with the Company's stock
based compensation plans.

If the proposed amendment is approved, the newly authorized but unissued
shares will be available for issuance from time to time at the discretion of the
Board of Directors for such purposes and consideration as the Board may approve.
Generally, no stockholder approval is required for the issuance of authorized
but unissued shares of Common Stock, except as provided by the rules of the New
York Stock Exchange. Unissued shares of Common Stock will be available at the
discretion of the Board of Directors for, among other things, future stock
splits, stock dividends, acquisitions, or issuance upon exercise of stock
options or to raise additional capital in public or private sales. The Board of
Directors has authorized the issuance of shares for such purposes in the past.
However, the Company has no present plans or proposals to issue shares that
would be authorized by the proposed amendment.

Shareholders have no preemptive rights to acquire shares issued by the
Company under its existing Restated Articles of Incorporation, and shareholders
would not acquire any such rights with respect to such additional shares under
the proposed amendment to the Company's Restated Articles of Incorporation.
Under some circumstances, issuance of additional shares of Common Stock could
dilute the voting rights, equity and earnings per share of existing
shareholders. This increase in authorized but unissued Common Stock could be
considered an anti-takeover measure because the additional authorized but
unissued shares of Common Stock could be used by the Board of Directors to make
a change in control of the Company more difficult. The Board of Directors'
purpose in recommending this proposal is not as an anti-takeover measure, but
for the reasons discussed above.

The Board of Directors believes that the amendment to increase the number
of authorized shares is advisable in order to give the Company additional
flexibility. The affirmative vote of a majority of the outstanding shares is
necessary to adopt the proposed amendment. THE BOARD OF DIRECTORS RECOMMENDS A
VOTE FOR THE AMENDMENT.

REAPPROVAL OF THE PERFORMANCE CRITERIA FOR THE
MANAGEMENT INCENTIVE PLAN

(ITEM 3)

BACKGROUND

In November 1994, the Board of Directors approved, subject to shareholder
approval, certain amendments to the Company's Management Incentive Plan ("MIP")
so that performance-based bonuses paid under MIP would continue to qualify for
deduction under Section 162(m) of the Internal Revenue Code of 1986, as amended.
Section 162(m) limits the federal income tax deduction for annual compensation
paid to the Company's Chief Executive Officer and the other four most highly
compensated executive officers (the "Covered Employees") to $1 million. Certain
performance-based compensation is excluded from this limitation, and MIP, as it
relates to Covered Employees, has been designed to comply with that exception.

Currently, the tax regulations provide that every five years the Company's
shareholders must approve the material terms of the performance criteria
specified in MIP. MIP was last approved by the shareholders at the Company's
1995 annual meeting. Accordingly, the material terms of the performance criteria
specified in MIP as applicable to Covered Employees are being presented to the
shareholders for reapproval at the 2000 annual meeting.

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PURPOSE

Short term performance is emphasized through MIP, which has a payout based
on reaching net income goals for a 1 year period that are set by the
Compensation Committee of the Board of Directors (the "Committee").
Participation in this plan is limited to a select group of employees who have a
material impact on Company performance. MIP, in substantially the form described
herein, has been an important part of the Company's executive compensation
program for a number of years and its operation is described earlier in this
Proxy Statement.

INDIVIDUALS ELIGIBLE

Participants in MIP must be employees of the Company or a subsidiary.
Participants are selected by the Committee based on the employee's contributions
to the growth and profitability of the Company and its subsidiaries. For 1999,
the participants included the Covered Employees and approximately 550 other
senior managers.

BUSINESS CRITERIA UPON WHICH PERFORMANCE GOALS ARE BASED

For Covered Employees, no later than 90 days after the beginning of each
plan year, the Committee will establish separate performance objectives for the
Company and certain subsidiaries or business units which will be based on each
such organization's or unit's net income. Each entity or unit will have a
minimum net income objective, a maximum net income objective, and such other net
income objectives between the minimum and the maximum as the Committee deems
appropriate. Net income is defined as the consolidated net income with respect
to the Company and, with respect to each operating unit, either its net income
or certain components of its net income, as specified by the Committee prior to
the commencement of each plan year, adjusted to exclude items which should be
excluded as being extraordinary in nature as determined by the Committee;
provided that no adjustment will be made with respect to a Covered Employee if
the Committee determines that such adjustment will cause an award to such
Covered Employee to fail to qualify as performance-based compensation under
Section 162(m).

The Committee may establish performance criteria for participants other
than Covered Employees which differs from the criteria described above. No
shareholder approval is required for the performance criteria for participants
other than Covered Employees.

TARGET AND MAXIMUM AWARDS

The Committee will assign to each Covered Employee certain award values,
specified as percentages of the participant's base wages, which will correspond
to the minimum, target and maximum net income objectives. If the Covered
Employee's operating unit achieves the minimum, target or maximum net income
objective, the Covered Employee will be paid an award which is calculated based
on the corresponding percentage of the Covered Employee's base wages. No award
will be paid if the Covered Employee's operating unit does not achieve the
minimum net income objective. Straight line interpolation will be used to
calculate awards when net income falls between any two specified net income
objectives. The maximum award that may be paid for any plan year to a
participant is $2 million. For purposes of calculating awards, base wages means
the base salary paid to a participant during a plan year, excluding bonuses,
overtime, commissions and other compensation.

Notwithstanding the terms of any award, the Committee in its sole
discretion may reduce the amount of an award payable to any participant for any
reason, including the Committee's judgment that the performance objectives have
become an inappropriate measure of achievement, a change in the employment
status, position or duties of the participant, unsatisfactory performance of the
participant, or the participant's service for less than the entire plan year.

SHAREHOLDER APPROVAL REQUIREMENTS

According to Federal income tax regulations under Section 162(m), no
changes can be made to the material terms of the performance goals as applicable
to Covered Employees unless such changes are approved by the

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<PAGE> 23

shareholders. If the proposed material terms of the performance criteria for
Covered Employees are approved by the shareholders, they will remain in effect
without further shareholder approval until the annual meeting of shareholders in
2005. However, the Board of Directors or the Committee may amend MIP, including
the performance criteria for participants other than Covered Employees, without
shareholder approval.

If the material terms of the performance goals for Covered Employees are
not approved by the shareholders, MIP will remain in effect and awards may be
granted to participants who are not Covered Employees. Further, the Board
retains authority to develop and implement alternate means of fairly
compensating executive officers, including the Covered Employees.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE MATERIAL TERMS
OF THE PERFORMANCE CRITERIA APPLICABLE TO COVERED EMPLOYEES FOR MIP.

REAPPROVAL OF THE PERFORMANCE CRITERIA FOR THE
PERFORMANCE UNIT PLAN

(ITEM 4)

BACKGROUND

In November 1994, the Board of Directors approved, subject to shareholder
approval, certain amendments to the Company's Performance Unit Plan ("PUP") so
that performance-based bonuses paid under PUP would continue to qualify for
deduction under Section 162(m) of the Internal Revenue Code of 1986, as amended.
Section 162(m) limits the federal income tax deduction for annual compensation
paid to the Company's Chief Executive Officer and the other four most highly
compensated executive officers (the "Covered Employees") to $1 million. Certain
performance-based compensation is excluded from this limitation, and PUP has
been designed to comply with that exception.

Currently, Federal tax regulations provide that every five years the
Company's shareholders must approve the material terms of the performance
criteria specified in PUP. PUP was last approved by the shareholders at the
Company's 1995 annual meeting. Accordingly, the material terms of the
performance criteria specified in PUP are being presented to the shareholders
for reapproval at the 2000 annual meeting.

PURPOSE

PUP is designed to motivate officers and other key employees to achieve the
Company's operating goals by providing the opportunity for incentive
compensation in addition to annual salaries. Longer-term performance is
emphasized through PUP, which has a payout based on reaching either net income
goals or earnings per share goals over a 3 year cycle. The goals are set by the
Committee, and the awards are paid early in the year following each cycle.
Participation in this plan is limited to a select group of senior management who
have a material impact on Company performance. PUP, in substantially the form
described, has been an important part of the Company's executive compensation
program since 1985.

INDIVIDUALS ELIGIBLE

Participants in PUP must be key executive employees of the Company or a
subsidiary. Participants are selected by the Committee based on the employee's
potential to contribute to the growth and profitability of the Company and its
subsidiaries. For 1999, the participants included the Covered Employees and
approximately 215 other senior executives.

BUSINESS CRITERIA UPON WHICH PERFORMANCE GOALS ARE BASED

Prior to the beginning of each performance measurement cycle (which is
generally a period of 3 consecutive calendar years), the Committee will
establish 2 performance measurements for each cycle. The first performance
measurement is a 3 year consolidated net income objective and the second
performance measurement is a 3 year cumulative earnings per share objective.
Each performance measurement will have a minimum objective, a

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<PAGE> 24

maximum objective, and such other objectives between the minimum and maximum as
the Committee deems appropriate. The performance measurement objectives will
have corresponding final award values assigned to them which will be used to
calculate the amount of awards to participants.

Net income is defined as the Company's consolidated net income for each
calendar year in each performance measurement cycle, adjusted to exclude items
which should be excluded as being extraordinary in nature as determined by the
Committee; provided that no adjustment will be made with respect to a Covered
Employee if the Committee determines that such adjustment will cause an award to
such Covered Employee to fail to qualify as performance-based compensation under
Section 162(m). Earnings per share for each calendar year in each performance
measurement cycle means the diluted earnings per common share of the Company,
subject to the same adjustments as described above for net income.

TARGET AND MAXIMUM AWARDS

The Committee will grant to each participant a certain number of
performance units with each unit having an assigned value. The Committee
determines the number of units to grant to each participant based on management
level, base salary, range of possible cash incentive compensation, individual
performance and subjective factors. At the end of each cycle, awards are
determined based upon the Company's achieving or exceeding the performance
objectives set by the Committee. Currently, whichever measurement (net income or
earnings per share) produces the higher award value is the one which is used.
Awards are determined by multiplying each participant's number of performance
units by the final value which corresponds to the achievement of the performance
goals. No awards will be paid if both net income and earnings per share fall
below the minimum objectives. Straight line interpolation will be used to
calculate the awards when net income or earnings per share fall between any two
specified net income or earnings per share objectives, as applicable. No
participant may receive an award in excess of $2 million for any performance
measurement cycle.

SHAREHOLDER APPROVAL REQUIREMENTS

According to Federal income tax regulations under Section 162(m), no
changes can be made to the material terms of the performance goals for Covered
Employees unless such changes are approved by the shareholders. If the material
terms of the performance criteria are approved by the shareholders, they will
remain in effect without further shareholder approval until the annual meeting
of shareholders in 2005. However, the Board of Directors or the Committee may
amend PUP, including the performance criteria for participants other than
Covered Employees, without shareholder approval.

If the material terms of the performance goals are not approved by the
shareholders, PUP will remain in effect and awards may be granted to
participants who are not Covered Employees. Further, the Board retains authority
to develop and implement alternate means of fairly compensating executive
officers, including the Covered Employees.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE MATERIAL TERMS
OF THE PERFORMANCE CRITERIA FOR PUP.

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APPROVAL OF THE 2000 STOCK PLAN

(ITEM 5)

BACKGROUND

The SunTrust Banks, Inc. 2000 Stock Plan (the "2000 Stock Plan") was
adopted by the Board of Directors of the Company on February 8, 2000, subject to
and effective upon approval by the shareholders at the Annual Meeting. Upon
approval of the 2000 Stock Plan by the shareholders, management anticipates that
no further grants will be made under the stock plan currently in place, which is
referred to elsewhere in this Proxy Statement as the 1995 Stock Plan. Grants
that may be made under the 2000 Stock Plan are not currently determinable. The
Board of Directors continues to believe that stock-based incentives are
important factors in attracting, retaining and rewarding employees and directors
and closely aligning their interests with those of shareholders. The following
is a summary of the material terms of the 2000 Stock Plan. This summary is
qualified in its entirety by the complete terms of the 2000 Stock Plan as set
forth in Exhibit A hereto.

GRANTS

The 2000 Stock Plan provides for grants of options to purchase Company
Common Stock, restricted shares of Company Common Stock (which may be subject to
both grant and forfeiture conditions) ("Restricted Stock"), and grants of stock
appreciation rights (entitling the grantee to receive the difference in value
between the underlying Company Common Stock on the date of exercise and the
value of such Company Common Stock on the date of grant) ("SARs"), which may be
either freestanding or granted in tandem with an option. Options to purchase
Company Common Stock may be either incentive stock options ("ISOs"), which are
intended to satisfy the requirements of Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code"), or options which are not intended to satisfy
the requirements of Section 422 of the Code ("NQOs").

SECURITIES TO BE OFFERED

There will be 14,000,000 shares of Company Common Stock reserved for use
under the 2000 Stock Plan, of which up to 4,000,000 may, but need not be,
granted as Restricted Stock. As of February 15, 2000, the closing price of a
share of Company Common Stock was $53.875. Any shares subject to an option that
remain unissued after the cancellation, expiration or exchange of an option and
any shares of Restricted Stock which are forfeited will again become available
for use under the 2000 Stock Plan. Any shares which are surrendered for cash or
Company Common Stock, or a combination thereof, and any shares of Company Common
Stock used to satisfy a withholding obligation shall not again become available
for use under the 2000 Stock Plan.

ADMINISTRATION OF PLAN

The 2000 Stock Plan will be administered by the Committee, which has the
sole authority to grant options, SARs and Restricted Stock. The Committee must
consist of at least 2 Directors, each of whom is a disinterested person under
Rule 16b-3 under the Securities Exchange Act of 1934 ("16b-3") and each of whom
shall be or be treated as an "outside director" for purposes of Section 162(m).
The Board has authorized the Committee to interpret the 2000 Stock Plan, to
determine the employees and directors to receive grants, the number of shares to
be granted, the terms of option grants and restrictions on shares, the
provisions of the respective option, Restricted Stock and SAR agreements (which
need not be identical) and to take such other action in the administration and
operation of the 2000 Stock Plan as the Committee deems equitable under the
circumstances. The Board of Directors, however, has reserved to itself the right
to act with respect to any matters concerning certain corporate transactions in
which there is a change in control (as defined in the 2000 Stock Plan) with no
assumption or substitution of options, SARs or Restricted Stock granted under
the 2000 Stock Plan (in which case (i) options and SARs may be cancelled
unilaterally by the Company in exchange for a payment of whole shares of Company
Common Stock, and cash in lieu of fractional shares, if any, which the holder
would have received if on the date set by the Board he or she had exercised his
or her SAR in full or if he or she had exercised a right to surrender his or her
outstanding option in full; (ii) options and SARs may be cancelled unilaterally
if the option price or SAR share value at grant equals or exceeds the fair
market value of a share of
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<PAGE> 26

Company Common Stock on such date; and (iii) the grant and forfeiture conditions
on Restricted Stock may be deemed satisfied). The Board also has reserved to
itself the right to act with respect to (1) any adjustment in the number of
shares reserved for issuance under the 2000 Stock Plan, in the number of shares
of Restricted Stock granted and any related restrictions, the number of shares
of Company Common Stock subject to options, the option price, the SAR grant
value and the number of shares of Company Common Stock related to any SAR to
equitably reflect any change in the capitalization of the Company, including,
but not limited to Company Common Stock dividends or Company Common Stock splits
or to reflect certain corporate transactions; or (2) the amendment or
termination of the 2000 Stock Plan. However, no amendment may be effected
without approval of the Company's shareholders to the extent such approval is
required under applicable law, Code Section 422, Rule 16b-3 or any applicable
stock exchange rule. Furthermore, in no case can options be repriced either by
cancellation and regrant or by lowering the exercise price of a previously
granted award.

ELIGIBILITY

The Committee will select employees and directors to participate in the
2000 Stock Plan. An employee means any employee of the Company or any subsidiary
whose performance is, in the judgment of the Committee, directly or indirectly
material to the success of the Company or a subsidiary and who is not a 10%
shareholder of the Company. Approximately 10% (or 3,000) of the Company's
employees are eligible to participate in the 2000 Stock Plan. Employees are
eligible for the grant of options, Restricted Stock and SARs. Directors are
eligible for the grant of options and Restricted Stock.

TERMS OF OPTIONS

The 2000 Stock Plan authorizes the grant of ISOs or NQOs, both of which are
exercisable for shares of Company Common Stock. All option grants to directors
shall be NQOs. Options may be granted for any reason the Committee deems
appropriate under the circumstances, including as a substitute for compensation
otherwise payable in cash. The price at which an option may be exercised for a
share of Company Common Stock may not be less than the fair market value of a
share of Company Common Stock on the date the option is granted. The "fair
market value" means the closing price per share of Company Common Stock on the
New York Stock Exchange as reported in The Wall Street Journal on the date the
option is granted, or if no such closing price is available on such day, the
closing price for the immediately preceding business day.

The period during which an option may be exercised shall be determined by
the Committee at the time of option grant and may not extend more than 10 years
from the date of grant. An option or portion thereof that is not exercised
before expiration of the applicable option period shall terminate. An option
agreement may provide for the exercise of an option after the employment of an
employee or the status of an individual as a director has terminated for any
reason, including death or disability. No grants will be made after December 31,
2010.

The aggregate fair market value of ISOs granted to an employee under the
2000 Stock Plan and incentive stock options granted under any other stock option
plan adopted by the Company or a subsidiary which first becomes exercisable in
any calendar year which begins on or after January 1, 2000 may not exceed
$100,000. Furthermore, an employee may not be granted in any calendar year
options, or SARs, or one or more options and SARs in any combination which, in
the aggregate, relate to more than 150,000 shares of Company Common Stock. The
directors as a group may not over the life of the 2000 Stock Plan be granted
options and Restricted Stock which, in the aggregate, exceeds 500,000 shares of
Company Common Stock.

STOCK APPRECIATION RIGHTS

Under the 2000 Stock Plan, stock appreciation rights may be granted as part
of an option (a "Related Option") with respect to all or a portion of the shares
of Company Common Stock subject to the Related Option (a "Tandem SAR") or may be
granted separately (a "Freestanding SAR"). Tandem SARs and Freestanding SARs are
collectively referred to as "SARs". The share value of a Freestanding SAR shall
be set forth in the related SAR agreement, and may not be less than the fair
market value of a share of Company Common Stock on the date of grant of the SAR.
The share value of a Tandem SAR shall be determined by the exercise price of

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<PAGE> 27

the Related Option, which also may not be less than the fair market value of a
share of Company Common Stock on the date of grant. The grant of SARs may be
subject to such other terms as the Committee deems appropriate.

When a Freestanding SAR is exercised, the employee receives a payment
determined by calculating the difference between the share value at grant as set
forth in the SAR agreement and the fair market value of a share of Company
Common Stock on the date of exercise. On the exercise of a Tandem SAR for a
number of shares, the Related Option is deemed to be surrendered to the extent
of the same number of shares and the payment is based on the increase in fair
market value of Company Common Stock on the exercise date over the value stated
in the option agreement. Payment may be made in cash or stock, or a combination
of cash and stock. The form and timing of payments shall be determined by the
Committee.

RESTRICTED STOCK

Shares of Restricted Stock may be granted to employees and directors and
may be subject to one or more contractual restrictions as established by the
Committee at the time of grant and as set forth in the related Restricted Stock
agreement. The agreement will set forth the conditions, if any, which will need
to be satisfied before the grant will be effective and the conditions, if any,
under which the employee's or director's interest in the Restricted Stock will
be forfeited. As soon as practicable after a grant has become effective, the
shares are registered to or for the benefit of the employee or director. The
Restricted Stock agreement will state whether the employee or director has the
right to receive any cash dividends paid with respect to the shares of
Restricted Stock. If the employee or director has no right to receive cash
dividends, the agreement may give the employee or director the right to receive
a cash payment in the future in lieu of the dividend payments, provided certain
conditions are met. Dividends declared on the shares of Restricted Stock after
grant but before the shares are forfeited or become nonforfeitable are treated
as part of the grant of the related Restricted Stock. An employee or director
has the right to vote the shares of Restricted Stock after grant until they are
forfeited or become nonforfeitable.

Shares of Restricted Stock may vest in installments or in total upon
satisfaction of the stipulated conditions. If the restrictions are not
satisfied, the shares are forfeited back to the Company and again become
available under the 2000 Stock Plan. To enforce the restrictions, all shares of
Restricted Stock will be held by the Company until the restrictions are
satisfied. The exercise or surrender of any option granted under the 2000 Stock
Plan and the acceptance of a Restricted Stock grant shall constitute an
employee's or director's full and complete consent to whatever actions the
Committee deems necessary to satisfy the federal and state tax withholding
requirements, if any, which the Committee in its discretion deems applicable to
such exercise or surrender of such Restricted Stock. The Committee also can
provide that an employee or director may elect to satisfy federal and state tax
withholding requirements through a reduction in the number of shares of Company
Common Stock actually transferred to the employee or director under the 2000
Stock Plan. Any such election and any such reduction shall satisfy the
conditions to the exemption under 16b-3. Grants of Restricted Stock will be
effective for periods as determined by the Committee, provided no Restricted
Stock may be granted after the earlier of December 31, 2010 or the date on which
all shares of Company Common Stock reserved under the 2000 Stock Plan have been
issued or are unavailable for the 2000 Stock Plan use, in which event the 2000
Stock Plan also shall terminate on such date.

In the case of Restricted Stock grants which vest only on the satisfaction
of performance objectives, the Committee shall determine the performance
objectives to be used in connection with Restricted Stock awards and shall
determine the extent to which such objectives have been met. Performance
objectives may vary from participant to participant and between groups of
participants and shall be based upon such performance factors and criteria as
the Committee in its sole discretion shall select among one or more of the
following: stock price, earnings per share, return on equity, return on capital,
net income, return on assets or total return to shareholders.

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CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The following summary generally describes the current principal federal
income tax consequences of certain events under the 2000 Stock Plan. The summary
is general in nature and is not intended to cover all tax consequences that may
apply to a particular employee, director or to the Company. The provisions of
the Code and regulations thereunder relating to these matters are complicated,
they change and their impact in any one case may depend upon the particular
circumstances.

(a) Options and Stock Appreciation Rights

A grantee will not be subject to any federal income tax upon the grant of
an option or SAR pursuant to the 2000 Stock Plan.

A grantee will not recognize income for federal income tax purposes (and
the Company will not be entitled to any federal income tax deduction) as a
result of the exercise of an ISO and the related transfer of shares to the
employee. However, the excess of the fair market value of the shares transferred
upon the exercise of an ISO over the exercise price for such shares generally
will constitute an item of alternative minimum tax adjustment to the employee
for the year in which the option is exercised. Thus, certain employees may have
an increase in their federal income tax liability as a result of the exercise of
an ISO under the alternative minimum tax rules of the Code.

If the shares transferred pursuant to the exercise of an ISO are disposed
of within two years from the date the ISO is granted or within one year from the
date the ISO is exercised (the "ISO holding periods"), the employee will
recognize ordinary income equal to the excess of the amount realized on the
disposition over the price paid for the shares. In such case, the Company will
be entitled to a tax deduction for the same amount.

If the shares transferred upon the exercise of an ISO are disposed of after
the ISO holding periods have been satisfied, long term capital gain or long term
capital loss is realized on the disposition. The Company will not be entitled to
a federal income tax deduction as a result of such a disposition.

Ordinary income will be recognized by the employee upon exercise of an NQO.
Generally, the ordinary income realized is the excess, if any, of the fair
market value of the shares of Company Common Stock received upon the exercise of
the NQO over the exercise price. An employee will also recognize ordinary income
upon exercising a SAR equal to the total of any cash received and the fair
market value of any shares of the Company's Common Stock received.

Income tax withholding from the employee is required on the income
recognized by the employee upon exercise of an NQO or a SAR. The Company
ordinarily will receive a deduction for federal income tax purposes equal to the
ordinary income recognized by the employee upon exercise of an NQO or a SAR,
subject to the restrictions on deductibility described under "Performance-Based
Compensation -- Section 162(m) Requirements" below or the ordinary income
recognized by the employee on the disposition of Company Common Stock acquired
pursuant to the exercise of an ISO.

(b) Restricted Stock

An employee will generally recognize ordinary income in an amount equal to
the fair market value of the shares subject to the Restricted Stock grant at the
time of vesting. Dividends paid to an employee on shares of Restricted Stock are
treated as ordinary income of the employee in the year received. The Company
will receive a deduction for federal income tax purposes equal to the ordinary
income recognized by the employee, subject to the limitations on deductibility
contained in Section 162(m).

The 2000 Stock Plan is intended to preserve the Company's tax deduction
under certain events by complying with the terms of Section 162(m) and the
regulations thereunder. The Committee will use its best efforts to ensure that
grants of options, SARs and Restricted Stock to participants who are anticipated
to be

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Covered Employees under the 2000 Stock Plan qualify as "performance-based
compensation" for purposes of Section 162(m), unless the Committee determines it
is in the best interest of the Company to do otherwise.

SHAREHOLDER APPROVAL

THE BOARD OF DIRECTORS RECOMMENDS A VOTE TO APPROVE THE 2000 STOCK PLAN,
INCLUDING THE MATERIAL TERMS OF THE PERFORMANCE GOALS UNDER WHICH AWARDS ARE
GRANTED.

SHAREHOLDER PROPOSAL REGARDING DIVERSITY
ON BOARD OF DIRECTORS

(ITEM 6)

Charles Edwards and Lois B. Edwards, 3429 Winding Oaks Drive, Longboat Key,
Florida 34228, owners of 3,294 shares and 20,176 shares of Company Common Stock,
respectively, have submitted the following shareholder proposal for
consideration at the Annual Meeting.

"Whereas:

The nature of the banking business has changed dramatically in recent
years and will change even more rapidly in the future with the recent
passage of legislation modifying the Glass Steagall act;

The backgrounds of employees, customers and stockholders are more
diversified than ever before, and indeed a majority of the population in
the states in which the bank operates is female;

If we are to be prepared for the 21st Century, we must learn how to
compete in an increasingly diverse marketplace, and this will be
facilitated by promoting and selecting the best qualified people regardless
of race, gender or physical challenge;

We believe that the judgement and perspectives of a diverse board will
improve the quality of corporate decision making. A recent survey by Korn,
Ferry reports that members of racial and ethnic minorities now sit on 60%
of the corporate boards in America and women sit on 73% of the boards. A
growing group of stockholders is attaching value to board inclusiveness,
since the board is responsible for representing stockholder interests.

RESOLVED: the Shareholders request that:

1. The Board Nominating Committee make a greater effort to locate
qualified women and persons of color as candidates for nomination to the
board;

2. The Board issue a statement committing the company to a policy of
Board inclusiveness, with a program of steps to be taken and a time line;

3. The company provide a progress report to shareholders at the next
annual meeting, and that the report will include a description of:

a. Efforts to encourage diversified representation on the board

b. Criteria for board qualification, and

c. The process of selecting board nominees."

COMPANY'S STATEMENT IN OPPOSITION

The Company agrees with the merits of achieving diversity in all aspects of
the Company's governance and operations, and the Company has and expects to
continue to work hard to bring diversity throughout the Company. The Company's
policy has always been to provide equal opportunity in its employment practices,
and there are women and members of minority groups holding positions of
responsibility throughout the Company.

Individuals are selected for nomination to the Company's Board of Directors
based on the individual's background, position within their organization,
experience and knowledge of the industry in which the Company operates.
Currently, the Company has 13 independent directors who are leaders in their
fields and who bring a wealth of knowledge and experience to the Company in
fulfilling their duties. Management of the Company believes that the principal
criteria in selecting individuals for Board membership should be the
individual's qualifications, experience and the ability to contribute to the
enhancement of shareholder value, consistent with the Company's corporate
emphasis on achieving diversity.
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The shareholder proposal would require the Board to issue a statement
committing the Company to a policy of Board inclusiveness, with the steps to be
taken and a time line, and for the Company to provide a progress report to
shareholders at the next annual meeting. The Executive Committee serves as the
Nominating Committee, which periodically considers the size and composition of
the Board. As part of that process, the Executive Committee discusses potential
nominees from time to time. It is important that these discussions remain
informal and confidential. The Board believes that to impose a reporting burden
on the Board in the process of selecting directors could disrupt a process that
the Company believes will best advance the Company's interests in the future.
Management of the Company believes that these proposals would unduly limit the
Company in its selection of directors, involve substantial cost, time and
effort, and thus would not be in the best interest of the Company.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE AGAINST THIS
SHAREHOLDER PROPOSAL.

SHAREHOLDER PROPOSALS FOR 2001 PROXY STATEMENT

Shareholders who intend to submit proposals to the Company's shareholders
for action at the 2001 Annual Meeting and inclusion in the Company's proxy
statement with respect to such meeting must submit such proposals so they are
received by the Company no later than October 24, 2000 in order to be considered
for inclusion in the Company's 2001 proxy materials. Shareholder proposals
should be submitted to SunTrust Banks, Inc., Post Office Box 4418, Center 643,
Atlanta, Georgia 30302, Attention: Corporate Secretary. All proposals must meet
the requirements set forth in the rules and regulations of the Securities and
Exchange Commission in order to be eligible for inclusion in the proxy
statement.

In addition, the proxy solicited by the Board of Directors for the 2001
Annual Meeting will confer discretionary authority to vote on any shareholder
proposal presented at that meeting, unless the Company is provided with notice
of such proposal no later than January 7, 2001.

VOTING AT THE MEETING

Each shareholder of record at the close of business on February 19, 2000 is
entitled to notice of and to vote at the Annual Meeting or any adjournments
thereof. Each share of Company Common Stock entitles the holder to one vote on
any matter coming before a meeting of shareholders of the Company. On February
19, 2000, the record date for the Annual Meeting, there were
shares of Company Common Stock outstanding.

A majority of the shares entitled to vote constitutes a quorum at a meeting
of the shareholders. The presence of a quorum, either in person or by proxy, and
the affirmative vote of the holders of a majority of the shares represented and
entitled to vote at the Annual Meeting is required to take most actions,
including the proposals described in Items 2 through 6. If a quorum is present,
the vote of a plurality of the votes cast by the shares entitled to vote shall
be necessary for the election of directors. Shares beneficially held in street
name are counted for quorum purposes if such shares are voted on at least one
matter to be considered at the meeting. Broker non-votes are neither counted for
purposes of determining the number of affirmative votes required for approval of
proposals nor voted for or against matters presented for shareholder
consideration. Consequently, so long as a quorum is present, such non-votes have
no effect on the outcome of any vote. Abstentions with respect to a proposal are
counted for purposes of establishing a quorum. Abstentions also are counted for
purposes of determining the minimum number of affirmative votes required for
approval of proposals and, accordingly, have the effect of a vote against those
proposals. If a quorum is present, abstentions have no effect on the outcome of
voting for directors.

The cost of soliciting proxies will be borne by the Company. Corporate
Investors Communications has been retained to assist in the solicitation of
proxies for a fee of $8,000 plus expenses. Proxies may also be solicited by
employees of the Company.

The Board of Directors knows of no other matters which will be brought
before this Annual Meeting. If other matters are properly introduced, the
persons named in the enclosed proxy will vote on such matters as the Board
recommends.

March 1, 2000

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EXHIBIT A

SUNTRUST BANKS, INC. 2000 STOCK PLAN

SECTION 1. BACKGROUND AND PURPOSE

The name of this Plan is the SunTrust Banks, Inc. 2000 Stock Plan. The
purpose of this Plan is to promote the interests of SunTrust and its
Subsidiaries through grants to Employees and Directors of Options to purchase
Stock, grants of stock appreciation rights and grants of Restricted Stock in
order (1) to attract and retain Employees and Directors, (2) to provide an
additional incentive to each Employee and Director to work to increase the value
of Stock and (3) to provide each Employee and Director with a stake in the
future of SunTrust which corresponds to the stake of each of SunTrust's
shareholders.

SECTION 2. DEFINITIONS

Each term set forth in this Section 2 shall have the meaning set forth
opposite such term for purposes of this Plan and, for purposes of such
definitions, the singular shall include the plural and the plural shall include
the singular.

2.1. Board -- means the Board of Directors of SunTrust.

2.2. Change in Control -- means a change in control of SunTrust of a nature
that would be required to be reported in response to Item 6(e) of Schedule 14A
of Regulation 14A promulgated under the Exchange Act as in effect at the time of
such "change in control", provided that such a change in control shall be deemed
to have occurred at such time as (i) any "person" (as that term is used in
Sections 13(d) and 14(d)(2) of the Exchange Act), is or becomes the beneficial
owner (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly,
of securities representing 20% or more of the combined voting power for election
of directors of the then outstanding securities of SunTrust or any successor of
SunTrust; (ii) during any period of two consecutive years or less, individuals
who at the beginning of such period constitute the Board cease, for any reason,
to constitute at least a majority of the Board, unless the election or
nomination for election of each new director was approved by a vote of at least
two-thirds of the directors then still in office who were directors at the
beginning of the period; (iii) the shareholders of SunTrust approve any merger,
consolidation or share exchange as a result of which the common stock of
SunTrust shall be changed, converted or exchanged (other than a merger with a
wholly-owned subsidiary of SunTrust), or any dissolution or liquidation of
SunTrust or any sale or the disposition of 50% or more of the assets or business
of SunTrust; or (iv) the shareholders of SunTrust approve any merger or
consolidation to which SunTrust is a party or a share exchange in which SunTrust
shall exchange its shares for shares of another corporation as a result of which
the persons who were shareholders of SunTrust immediately prior to the effective
date of the merger, consolidation or share exchange shall have beneficial
ownership of less than 50% of the combined voting power for election of
directors of the surviving corporation following the effective date of such
merger, consolidation or share exchange; provided, however, and notwithstanding
the occurrence of any of the events previously described in this definition,
that no "Change in Control" shall be deemed to have occurred under this
definition if, prior to such time as a "Change in Control" would otherwise be
deemed to have occurred under this definition, the Board determines otherwise.

2.3. Code -- means the Internal Revenue Code of 1986, as amended.

2.4. Committee -- means a Committee of the Board to which the
responsibility to administer this Plan is delegated by the Board and which shall
consist of at least two members of the Board, each of whom shall be a
"disinterested" person within the meaning of Rule 16b-3 under the Exchange Act
and each of whom shall be (or be treated as) an "outside director" for purposes
of Section 162(m) of the Code.

2.5. Covered Employee -- means an Employee who the Committee on the date he
or she is granted an Option, a SAR or Restricted Stock deems likely to be a
"covered employee" (within the meaning of Section 162(m) of the Code) as of any
date on or after the date of such grant.

2.6. Director -- means a member of the Board who is not an employee of
SunTrust or any Subsidiary or Parent Corporation.

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2.7. Employee -- means a select employee of SunTrust or any Subsidiary
whose performance is, in the judgment of the Committee acting in its absolute
discretion, directly or indirectly material to the success of SunTrust or such
Subsidiary and who is not a Ten Percent Shareholder.

2.8. Exchange Act -- means the Securities Exchange Act of 1934, as amended.

2.9. Fair Market Value -- means (1) the closing price on any date for a
share of Stock as reported by The Wall Street Journal under the New York Stock
Exchange Composite Transactions quotation system (or under any successor
quotation system) or, if Stock is no longer traded on the New York Stock
Exchange, under the quotation system under which such closing price is reported
or, if The Wall Street Journal no longer reports such closing price, such
closing price as reported by a newspaper or trade journal selected by the
Committee or, if no such closing price is available on such date, (2) such
closing price as so reported in accordance with Section 2.9(1) for the
immediately preceding business day, or, if no newspaper or trade journal reports
such closing price, (3) the price which the Committee acting in good faith
determines through any reasonable valuation method that a share of Stock might
change hands between a willing buyer and a willing seller, neither being under
any compulsion to buy or to sell and both having reasonable knowledge of the
relevant facts.

2.10. ISO -- means an option granted under this Plan to purchase Stock
which is evidenced by an Option Agreement which provides that the option is
intended to satisfy the requirements for an incentive stock option under Section
422 of the Code.

2.11. NQO -- means an option granted under this Plan to purchase Stock
which is evidenced by an Option Agreement which provides that the option shall
not be treated as an incentive stock option under Section 422 of the Code.

2.12. Option -- means an ISO or a NQO.

2.13. Option Agreement -- means the written agreement or instrument which
sets forth the terms of an Option granted to an Employee or Director under this
Plan.

2.14. Option Price -- means the price which shall be paid to purchase one
share of Stock upon the exercise of an Option granted under this Plan.

2.15. Parent Corporation -- means any corporation which is a parent of
SunTrust within the meaning of Section 424(e) of the Code.

2.16. Plan -- means this SunTrust Banks, Inc. 2000 Stock Plan, as amended
from time to time.

2.17. Restricted Stock -- means Stock granted to an Employee or Director
under this Plan.

2.18. Restricted Stock Agreement -- means the written agreement or
instrument which sets forth the terms of a Restricted Stock grant to an Employee
or Director under this Plan.

2.19. Rule 16b-3 -- means the exemption under Rule 16b-3 to Section 16b of
the Exchange Act or any successor to such rule.

2.20. Stock -- means the One Dollar ($1.00) par value common stock of
SunTrust.

2.21. SAR -- means a right which is granted pursuant to the terms of this
Plan to the appreciation in the Fair Market Value of a share of Stock in excess
of the SAR Share Value for such a share.

2.22. SAR Agreement -- means the written agreement or instrument which sets
forth the terms of a SAR granted to an Employee under this Plan.

2.23. SAR Share Value -- means the figure which is set forth in each SAR
Agreement and which is no less than the Fair Market Value of a share of Stock on
the date the related SAR is granted.

2.24. Subsidiary -- means any corporation which is a subsidiary corporation
(within the meaning of Section 424(f) of the Code) of SunTrust except a
corporation which has subsidiary corporation status under Section 424(f) of the
Code exclusively as a result of SunTrust or a SunTrust subsidiary holding stock
in such corporation as a fiduciary with respect to any trust, estate,
conservatorship, guardianship or agency.

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2.25. SunTrust -- means SunTrust Banks, Inc., a Georgia corporation, and
any successor to such corporation.

2.26. Ten Percent Shareholder -- means a person who owns (after taking into
account the attribution rules of Section 424(d) of the Code) more than ten
percent of the total combined voting power of all classes of stock of either
SunTrust, a Subsidiary or a Parent Corporation.

SECTION 3. SHARES RESERVED UNDER PLAN

There shall (subject to Section 11) be 14,000,000 shares of Stock reserved
for use under this Plan. All such shares of Stock shall be reserved to the
extent that SunTrust deems appropriate from authorized but unissued shares of
Stock and from shares of Stock which have been reacquired by SunTrust.
Furthermore, any shares of Stock subject to an Option which remain unissued
after the cancellation, expiration or exchange of such Option and any Restricted
Shares which are forfeited thereafter shall again become available for use under
this Plan, but any shares of Stock used to satisfy a withholding obligation
under Section 14.3 shall not again become available for use under this Plan. The
exercise of a SAR or a surrender right in an Option with respect to any shares
of Stock shall be treated for purposes of this Section 3 the same as the
exercise of an Option for the same number of shares of Stock.

SECTION 4. EFFECTIVE DATE

This Plan shall be effective on January 1, 2000, provided the shareholders
of SunTrust (acting at a duly called meeting of such shareholders) approve this
Plan within twelve (12) months after such date and such approval satisfies the
requirements for shareholder approval under the New York Stock Exchange rules,
Rule 16b-3 and Code Section 422. Any Restricted Stock, any Option and any SAR
granted under this Plan before such shareholder approval automatically shall be
granted subject to such shareholder approval.

SECTION 5. COMMITTEE

This Plan shall be administered by the Committee. The Committee acting in
its absolute discretion shall exercise such powers and take such action as
expressly called for under this Plan and, further, the Committee shall have the
power to interpret this Plan and (subject to Section 11, Section 12 and Section
13) to take such other action in the administration and operation of this Plan
as the Committee deems equitable under the circumstances, which action shall be
binding on SunTrust, on each affected Employee and Director and on each other
person directly or indirectly affected by such action. The Committee shall use
its best efforts to grant Options, SARs and Restricted Stock under this Plan to
a Covered Employee which will qualify as "performance-based compensation" for
purposes of Section 162(m) of the Code, except where the Committee deems that
SunTrust's interests when viewed broadly will be better served by a grant which
is free of the conditions required to so qualify any such grant for purposes of
Section 162(m) of the Code.

SECTION 6. ELIGIBILITY

Employees shall be eligible for the grant of Options, SARs and Restricted
Stock under this Plan. Directors shall be eligible for the grant of Options and
Restricted Stock.

SECTION 7. OPTIONS AND SARS

7.1. Options. The Committee acting in its absolute discretion shall have
the right to grant Options to Employees and Directors under this Plan from time
to time to purchase shares of Stock, and Options may be granted for any reason
the Committee deems appropriate under the circumstances, including as a
substitute for compensation otherwise payable in cash. Each grant of an Option
shall be evidenced by an Option Agreement, and each Option Agreement shall set
forth whether the Option is an ISO or a NQO and shall set forth such other terms
and conditions of such grant as the Committee acting in its absolute discretion
deems consistent with the terms of this Plan. All Options granted to Directors
shall be NQOs.

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7.2. $100,000 Limit. The aggregate Fair Market Value of ISOs granted to an
Employee under this Plan and incentive stock options granted to such Employee
under any other stock option plan adopted by SunTrust, a Subsidiary or a Parent
Corporation which first become exercisable in any calendar year (which begins on
or after January 1, 2000) shall not exceed $100,000. Such Fair Market Value
figure shall be determined by the Committee on the date the ISO or other
incentive stock option is granted, and the Committee shall interpret and
administer the limitation set forth in this Section 7.2 in accordance with
Section 422(d) of the Code.

7.3. Share Limitations.

(a) An Employee may not be granted in any calendar year Options, or SARs,
or one or more Options and SARs in any combination which in the aggregate relate
to more than 150,000 shares of Stock.

(b) The Directors as a group may not over the life of this Plan be granted
Options and Restricted Stock which in the aggregate exceeds 500,000 shares of
Stock.

7.4. Option Price. The Option Price for each share of Stock subject to an
Option shall be no less than the Fair Market Value of a share of Stock on the
date the Option is granted. The Option Price shall be payable in full upon the
exercise of any Option, and an Option Agreement at the discretion of the
Committee can provide for the payment of the Option Price (a) in cash or by a
check acceptable to the Committee, (b) in Stock which has been held by the
Employee or Director for a period acceptable to the Committee and which Stock is
otherwise acceptable to the Committee (c) through a broker facilitated cashless
exercise procedure acceptable to the Committee or (d) in any combination of the
three methods described in this Section 7.4 which is acceptable to the
Committee. Any payment made in Stock shall be treated as equal to the Fair
Market Value of such Stock on the date the properly endorsed stock certificate
for such Stock is delivered to the Committee or, if payment is effected through
a certification of ownership of Stock in lieu of a stock certificate, on the
date the option is exercised.

7.5. Exercise Period. Each Option granted under this Plan shall be
exercisable in whole or in part at such time or times as set forth in the
related Option Agreement, but no Option Agreement shall make an Option
exercisable before the date such Option is granted or on or after the date which
is the tenth anniversary of the date such Option is granted. An Option Agreement
may provide for the exercise of an Option after the employment of an Employee or
the status of an individual as a Director has terminated for any reason
whatsoever, including death or disability.

7.6. Nontransferability. Except to the extent the Committee deems
permissible under Section 422(b) of the Code and Rule 16b-3 and consistent with
the best interests of SunTrust, neither an Option granted under this Plan nor
any related surrender rights nor any SAR shall be transferable by an Employee or
a Director other than by will or by the laws of descent and distribution, and
such Option and any such surrender rights and any such SAR shall be exercisable
during an Employee's or Director's lifetime only by the Employee or the
Director. The person or persons to whom an Option or a SAR is transferred by
will or by the laws of descent and distribution thereafter shall be treated as
the Employee or the Director under this Plan.

7.7. SARs and Surrender Rights.

(a) SARs. The Committee acting in its absolute discretion may grant an
Employee a SAR which will give the Employee the right to the appreciation in
one, or more than one, share of Stock, and any such appreciation shall be
measured from the related SAR Share Value. The Committee shall have the right to
make any such grant subject to such additional terms as the Committee deems
appropriate, and such terms shall be set forth in the related SAR Agreement.

(b) Option Surrender Rights. The Committee acting in its absolute
discretion also may incorporate a provision in an Option Agreement to give an
Employee the right to surrender his or her Option in whole or in part in lieu of
the exercise (in whole or in part) of that Option to purchase Stock on any date
that:

(1) the Fair Market Value of the Stock subject to such Option exceeds
the Option Price for such Stock, and

(2) the Option to purchase such Stock is otherwise exercisable.

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(c) Procedure. The exercise of a SAR or a surrender right in an Option
shall be effected by the delivery of the related SAR Agreement or Option
Agreement to the Committee (or to its delegate) together with a statement signed
by the Employee which specifies the number of shares of Stock as to which the
Employee, as appropriate, exercises his or her SAR or exercises his or her right
to surrender his or her Option and (at the Employee's option) how he or she
desires payment to be made with respect to such shares.

(d) Payment. An Employee who exercises his or her SAR or right to
surrender his or her Option shall (to the extent consistent with the exemption
under Rule 16b-3) receive a payment in cash or in Stock, or in a combination of
cash and Stock, equal in amount on the date such exercise is effected to (i) the
number of shares of Stock with respect to which, as applicable, the SAR or the
surrender right is exercised times (ii) the excess of the Fair Market Value of a
share of Stock on such date over, as applicable, the SAR Share Value for a share
of Stock subject to the SAR or the Option Price for a share of stock subject to
an Option. The Committee acting in its absolute discretion shall determine the
form and timing of such payment, and the Committee shall have the right (1) to
take into account whatever factors the Committee deems appropriate under the
circumstances, including any written request made by the Employee and delivered
to the Committee (or to its delegate) and (2) to forfeit an Employee's right to
payment of cash in lieu of a fractional share of stock if the Committee deems
such forfeiture necessary in order for the surrender of his or her Option under
this Section 7.7 to come within the exemption under Rule 16b-3. Any cash payment
under this Section 7.7 shall be made from SunTrust's general assets, and an
Employee shall be no more than a general and unsecured creditor of SunTrust with
respect to such payment.

(e) Restrictions. Each SAR Agreement and each Option Agreement which
incorporates a provision to allow an Employee to surrender his or her Option
shall incorporate such additional restrictions on the exercise of such SAR or
surrender right as the Committee deems necessary to satisfy the conditions to
the exemption under Rule 16b-3.

SECTION 8. RESTRICTED STOCK

8.1. Committee Action. The Committee acting in its absolute discretion
shall have the right to grant Restricted Stock to Employees and Directors under
this Plan from time to time. However, no more than 4,000,000 shares of Stock
shall be granted as Restricted Stock from the shares otherwise available for
grants under this Plan, and grants to Directors shall be subject to the
aggregate grant limitation set forth in Section 7.3(b). Each Restricted Stock
grant shall be evidenced by a Restricted Stock Agreement, and each Restricted
Stock Agreement shall set forth the conditions, if any, which will need to be
timely satisfied before the grant will be effective and the conditions, if any,
under which the Employee's or Director's interest in the related Stock will be
forfeited.

8.2. Effective Date. A Restricted Stock grant shall be effective (a) as of
the date set by the Committee when the grant is made or, if the grant is made
subject to one, or more than one, condition, (b) as of the date the Committee
determines that such condition or conditions have been timely satisfied.

8.3. Conditions.

(a) Grant Options. The Committee acting in its absolute discretion may
make the grant of Restricted Stock to an Employee or Director subject to the
satisfaction of one, or more than one, objective employment, performance or
other grant condition which the Committee deems appropriate under the
circumstances, and the related Restricted Stock Agreement shall set forth each
such condition and the deadline for satisfying each such grant condition. If a
Restricted Stock grant will become effective only upon the satisfaction of one,
or more than one, condition, the related shares of Stock shall be unavailable
under Section 3 for the period which begins on the date as of which such grant
is made and, if a Restricted Stock grant fails to become effective in whole or
in part under Section 8.2, such period shall end on the date of such failure (i)
for the related shares of Stock subject to such grant (if the entire grant fails
to become effective) or (ii) for the related shares of Stock subject to that
part of the grant which fails to become effective (if only part of the grant
fails to become effective). If such period ends for any such shares of Stock,
such shares shall be treated under Section 3 as forfeited at the end of such
period and shall again become available under Section 3.

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(b) Forfeiture Conditions. The Committee may make each Restricted Stock
grant (if, when and to the extent that the grant becomes effective) subject to
one, or more than one, objective employment, performance or other forfeiture
condition which the Committee acting in its absolute discretion deems
appropriate under the circumstances, and the related Restricted Stock Agreement
shall set forth each such condition and the deadline for satisfying each such
forfeiture condition. An Employee's or Director's nonforfeitable interest in the
shares of Stock related to a Restricted Stock grant shall depend on the extent
to which each such condition is timely satisfied. Each share of Stock related to
a Restricted Stock grant shall again become available under Section 3 after such
grant becomes effective if such share is forfeited as a result of a failure to
timely satisfy a forfeiture condition, in which event such share of Stock shall
again become available under Section 3 as of the date of such failure. A Stock
certificate shall be issued (subject to the conditions, if any, described in
this Section 8.3(b) and Section 8.4) to, or for the benefit of, the Employee or
Director with respect to the number of shares for which a grant has become
effective as soon as practicable after the date the grant becomes effective.

8.4. Dividends and Voting Rights.

(a) Each Restricted Stock Agreement shall state whether the Employee or
Director shall have a right to receive any cash dividends which are paid with
respect to his or her Restricted Stock after the date his or her Restricted
Stock grant has become effective and before the first day that the Employee's or
Director's interest in such stock is forfeited completely or becomes completely
nonforfeitable. If a Restricted Stock Agreement provides that an Employee or
Director has no right to receive a cash dividend when paid, such agreement shall
set forth the conditions, if any, under which the Employee or Director will be
eligible to receive one, or more than one, payment in the future to compensate
the Employee or Director for the fact that he or she had no right to receive any
cash dividends on his or her Restricted Stock when such dividends were paid. If
a Restricted Stock Agreement calls for any such payments to be made, SunTrust
shall make such payments from SunTrust's general assets, and the Employee or
Director shall be no more than a general and unsecured creditor of SunTrust with
respect to such payments.

(b) If a Stock dividend is declared on such a share of Stock after the date
a Restricted Stock grant is effective but before the Employee's or Director's
interest in such Stock has been forfeited or has become nonforfeitable, such
Stock dividend shall be treated as part of the grant of the related Restricted
Stock, and an Employee's or Director's interest in such Stock dividend shall be
forfeited or shall become nonforfeitable at the same time as the Stock with
respect to which the Stock dividend was paid is forfeited or becomes
nonforfeitable.

(c) If a dividend is paid other than in cash or Stock, the disposition of
such dividend shall be made in accordance with such rules as the Committee shall
adopt with respect to each such dividend.

(d) An Employee or Director shall have the right to vote the Stock related
to his or her Restricted Stock grant after the grant is effective with respect
to such Stock but before his or her interest in such Stock has been forfeited or
has become nonforfeitable.

8.5. Satisfaction of Forfeiture Conditions. A share of Stock shall cease
to be Restricted Stock at such time as an Employee's or Director's interest in
such Stock becomes nonforfeitable under this Plan, and the certificate
representing such share shall be reissued as soon as practicable thereafter
without any further restrictions related to Section 8.3(b) or Section 8.4 and
shall be transferred to the Employee or Director.

SECTION 9. SECURITIES REGISTRATION

Each Option Agreement, SAR Agreement and Restricted Stock Agreement shall
provide that, upon the receipt of shares of Stock as a result of the exercise of
an Option (or any related surrender right) or a SAR or the satisfaction of the
forfeiture conditions under a Restricted Stock Agreement, the Employee or
Director shall, if so requested by SunTrust, hold such shares of Stock for
investment and not with a view of resale or distribution to the public and, if
so requested by SunTrust, shall deliver to SunTrust a written statement
satisfactory to SunTrust to that effect. As for Stock issued pursuant to this
Plan, SunTrust at its expense shall take such action as it deems necessary or
appropriate to register the original issuance of such Stock to an Employee or
Director under the Securities Act of 1933, as amended, or under any other
applicable securities laws or to qualify such Stock for an exemption under any
such laws prior to the issuance of such Stock to an Employee or Director;
however,

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SunTrust shall have no obligation whatsoever to take any such action in
connection with the transfer, resale or other disposition of such Stock by an
Employee.

SECTION 10. LIFE OF PLAN

No Option or SAR or Restricted Stock shall be granted under this Plan after
the earlier of:

(1) December 31, 2010, in which event this Plan otherwise thereafter
shall continue in effect until all outstanding Options (and any related
surrender rights) and SARs have been exercised in full or no longer are
exercisable and all Restricted Stock grants under this Plan have been
forfeited or the forfeiture conditions on the related Stock have been
satisfied in full, or

(2) the date on which all of the Stock reserved under Section 3 of
this Plan has (as a result of the exercise of all Options (and any related
surrender rights) and all SARs granted under this Plan and the satisfaction
of the forfeiture conditions on Restricted Stock) been issued or no longer
is available for use under this Plan, in which event this Plan also shall
terminate on such date.

SECTION 11. ADJUSTMENT

11.1. Capital Structure. The number, kind or class (or any combination
thereof) of shares of Stock reserved under Section 3 of this Plan, the grant
limitations described in Section 7.3 and Section 8.1 of this Plan, the number,
kind or class (or any combination thereof) of shares of Stock subject to Options
or SARs granted under this Plan and the Option price of such Options and the SAR
Share Value of such SARs as well as the number, kind or class of shares of
Restricted Stock granted under this Plan shall be adjusted by the Board in an
equitable manner to reflect any change in the capitalization of SunTrust,
including, but not limited to, such changes as stock dividends or stock splits.

11.2. Mergers. The Board as part of any corporate transaction described in
Code Section 424(a) shall have the right to adjust (in any manner which the
Board in its discretion deems consistent with Code Section 424(a)) the number,
kind or class (or any combination thereof) of shares of Stock reserved under
Section 3 of this Plan and the grant limitations described in Section 7.3 and
Section 8.1 of this Plan. Furthermore, the Board as part of any corporate
transaction described in Code Section 424(a) shall have the right to adjust (in
any manner which the Board in its discretion deems consistent with Code Section
424(a)) the number, kind or class (or any combination thereof) of shares of
Stock underlying any Restricted Stock grants previously made under this Plan and
any related grant conditions and forfeiture conditions, and the number, kind or
class (or any combination thereof) of shares subject to Option and SAR grants
previously made under this Plan and the related Option Price and SAR Share Value
for each such Option and SAR, and, further, shall have the right (in any manner
which the Board in its discretion deems consistent with Code Section 424(a) and
without regard to the grant limitations described in Section 7.3 or Section 8.1
of this Plan) to make Restricted Stock, Option and SAR grants to effect the
assumption of, or the substitution for, restricted stock, option and stock
appreciation right grants previously made by any other corporation to the extent
that such corporate transaction calls for such substitution or assumption of
such restricted stock, option or stock appreciation rights grants.

11.3. Fractional Shares. If any adjustment under this Section 11 would
create a fractional share of Stock or a right to acquire a fractional share of
Stock, such fractional share shall be disregarded and the number of shares of
Stock reserved under this Plan and the number subject to any Options or SAR
grants and Restricted Stock grants shall be the next lower number of shares of
Stock, rounding all fractions downward. Any adjustment made under this Section
11 by the Board shall be conclusive and binding on all affected persons.

SECTION 12. CHANGE IN CONTROL

If there is a Change in Control and the Board determines that no adequate
provision has been made as part of such Change in Control for either the
assumption of the Options, SARs and Restricted Stock grants outstanding under
this Plan or for the granting of comparable, substitute stock options, stock
appreciation rights and restricted stock grants, (1) each outstanding Option and
SAR at the direction and discretion of the Board

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(a) may (subject to such conditions, if any, as the Board deems appropriate
under the circumstances) be cancelled unilaterally by SunTrust in exchange for
the number of whole shares of Stock (and cash in lieu of a fractional share), if
any, which each Employee would have received if on the date set by the Board he
or she had exercised his or her SAR in full or if he or she had exercised a
right to surrender his or her outstanding Option in full under Section 7.7 of
this Plan or (b) may be cancelled unilaterally by SunTrust if the Option Price
or SAR Share Value equals or exceeds the Fair Market Value of a share of Stock
on such date and (2) the grant conditions, if any, and forfeiture conditions on
all outstanding Restricted Stock grants may be deemed completely satisfied on
the date set by the Board.

SECTION 13. AMENDMENT OR TERMINATION

This Plan may be amended by the Board from time to time to the extent that
the Board deems necessary or appropriate; provided, however, no such amendment
shall be made absent the approval of the shareholders of SunTrust to the extent
such approval is required under applicable law, Code Section 422, Rule 16b-3 or
any applicable stock exchange rule. The Board also may suspend the granting of
Options, SARs and Restricted Stock under this Plan at any time and may terminate
this Plan at any time; provided, however, SunTrust shall not have the right to
modify, amend or cancel any Option, SAR or Restricted Stock granted before such
suspension or termination unless (1) the Employee or Director consents in
writing to such modification, amendment or cancellation (except that in no case
can options be repriced either by cancellation and regrant or by lowering the
exercise price of a previously granted award) or (2) there is a dissolution or
liquidation of SunTrust or a transaction described in Section 11 or Section 12
of this Plan.

SECTION 14. MISCELLANEOUS

14.1. Shareholder Rights. No Employee or Director shall have any rights as
a shareholder of SunTrust as a result of the grant of an Option or a SAR under
this Plan or his or her exercise of such Option or SAR pending the actual
delivery of the Stock subject to such Option to such Employee. Subject to
Section 8.4, an Employee's or Director's rights as a shareholder in the shares
of Stock related to a Restricted Stock grant which is effective shall be set
forth in the related Restricted Stock Agreement.

14.2. No Contract of Employment or Director Status. The grant of an
Option, SAR or Restricted Stock to an Employee or a Director under this Plan
shall not constitute a contract of employment or an agreement to continue his or
her status as a Director and shall not confer on an Employee or Director any
rights in addition to those rights, if any, expressly set forth in the Option
Agreement which evidences his or her Option, the SAR Agreement which evidences
his or her SAR or the Restricted Stock Agreement related to his or her
Restricted Stock.

14.3. Withholding. The exercise of any Option or SAR granted under this
Plan and the acceptance of a Restricted Stock grant shall constitute an
Employee's or Director's full and complete consent to whatever action the
Committee deems necessary to satisfy the federal and state tax withholding
requirements, if any, which the Committee acting in its discretion deems
applicable to such exercise or such Restricted Stock. The Committee also shall
have the right to provide in an Option Agreement, SAR Agreement or Restricted
Stock Agreement that an Employee or Director may elect to satisfy federal and
state tax withholding requirements through a reduction in the number of shares
of Stock actually transferred to him or to her under this Plan, and any such
election and any such reduction shall be effected so as to satisfy the
conditions to the exemption under Rule 16b-3.

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14.4. Construction. This Plan shall be construed under the laws of the
State of Georgia.

Executed this 8th day of February, 2000.

SUNTRUST BANKS, INC.

By:
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Title:
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ATTEST:

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Title:
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(CORPORATE SEAL)

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