FRANKLIN FINANCIAL CORP /TN/, S-2/A, EX-25.3, 2000-06-23

FRANKLIN FINANCIAL CORP /TN/
S-2/A, EX-25.3, 2000-06-23
NATIONAL COMMERCIAL BANKS

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<PAGE> 1
EXHIBIT 25.3

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE

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

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT
TO SECTION 305(b)(2) ___

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

SUNTRUST BANK
(Exact name of trustee as specified in its charter)

58-0466330
(I.R.S. employer identification no.)

25 PARK PLACE, N.E.
ATLANTA, GEORGIA 30303
(Address of principal executive offices) (Zip Code)

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

MS. DONNA L. WILLIAMS
SUNTRUST BANK
424 CHURCH STREET
6TH FLOOR
NASHVILLE, TENNESSEE 37219
(615) 748-4745
(Name, address and telephone number of agent for service)

FRANKLIN FINANCIAL CORPORATION
(Exact name of obligor as specified in its charter)

STATE OF TENNESSEE 62-1376024
(State or other jurisdiction of (IRS employer
incorporation or organization) identification no.)

230 PUBLIC SQUARE
FRANKLIN, TENNESSEE 37064
(Address of principal executive offices) (Zip Code)

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

GUARANTEE OF FLOATING RATE TRUST PREFERRED SECURITIES
(Title of the indenture securities)

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

<PAGE> 2

1. General information.

(a) Name and address of each examining or supervising authority to
which it is subject.

DEPARTMENT OF BANKING AND FINANCE
STATE OF GEORGIA
ATLANTA, GEORGIA

FEDERAL RESERVE BANK OF ATLANTA
104 MARIETTA STREET, N.W.
ATLANTA, GEORGIA

FEDERAL DEPOSIT INSURANCE CORPORATION
WASHINGTON, D.C.

(b) Whether it is authorized to exercise corporate trust powers.

YES.

2. Affiliations with obligor.

NONE.

3. Voting Securities of the Trustee.

NOT APPLICABLE.

4. Trusteeships under Other Indentures.

NOT APPLICABLE.

5. Interlocking Directorates and Similar Relationships with the Obligor
or Underwriters.

NOT APPLICABLE.

6. Voting Securities of the Trustee Owned by the Obligor or its Officials.

NOT APPLICABLE.

7. Voting Securities of the Trustee Owned by Underwriters or their
Officials.

NOT APPLICABLE.

2
<PAGE> 3

8. Securities of the Obligor Owned or Held by the Trustee.

NOT APPLICABLE.

9. Securities of Underwriters Owned or held by the Trustee.

NOT APPLICABLE.

10. Ownership or Holdings by the Trustee of Voting Securities of Certain
Affiliates or Security Holders of the Obligor.

NOT APPLICABLE.

11. Ownership or Holdings by the Trustee of any Securities or a Person
Owning 50 Percent or More of the Voting Securities of the Obligor.

NOT APPLICABLE.

12. Indebtedness of the Obligor to the Trustee.

NOT APPLICABLE.

13. Defaults by the Obligor.

(a) Whether there is or has been a default with respect to the
securities under this indenture.

THERE IS NOT AND HAS NOT BEEN ANY SUCH DEFAULT.

(b) If the trustee is a trustee under another indenture under
which any other securities, or certificates of interest or
participation in any other securities, of the obligor are
outstanding, or is trustee for more than one outstanding
series of securities under the indenture, state whether there
has been a default under any such indenture or series.

THERE HAS NOT BEEN ANY SUCH DEFAULT.

14. Affiliations with the Underwriters.

NOT APPLICABLE.

3
<PAGE> 4

15. Foreign Trustee.

NOT APPLICABLE.

16. List of Exhibits.

The additional exhibits listed below are filed herewith; exhibits, if
any, identified in parentheses are on file with the Commission and are
incorporated herein by reference as exhibits hereto pursuant to Rule 7a-29
under the Trust Indenture Act of 1939, as amended, and Rule 24 of the
Commission's Rules of Practice.

<TABLE>
<CAPTION>
Exhibit
Number
------

<S> <C>
1 A copy of the Articles of Amendment and Restated Articles of
Incorporation as now in effect. (Exhibit 1 to Form T-1, Registration
No. 333-32106.)

2 A copy of the certificate of authority of the Trustee to commence
business. (Included in Exhibit 1.)

3 A copy of the authorization of the Trustee to exercise trust powers.
(Included in Exhibit 1.)

4 By-laws of the Trustee. (Included in Exhibit 4 to Form T-1,
Registration No. 333-32106.)

5 Not applicable.

6 Consent of the trustee required by Section 321(b) of the Trust
Indenture Act of 1939, as amended.

7 Latest report of condition of the Trustee published pursuant to law or
the requirements of its supervising or examining authority as of the
close of business on March 31, 2000.

8 Not applicable.

9 Not applicable.
</TABLE>

4
<PAGE> 5

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939 the
trustee, SunTrust Bank, a banking corporation organized and existing under the
laws of the State of Georgia, has duly caused this statement of eligibility and
qualification to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Nashville and the State of Tennessee, on the
21st day of June, 2000.

SunTrust Bank

By: /s/ Donna L. Williams
-----------------------
Donna L. Williams
Vice President

5
<PAGE> 6

EXHIBIT 6 TO FORM T-1

CONSENT OF TRUSTEE

Pursuant to the requirements of Section 321(b) of the Trust Indenture
Act of 1939 in connection with the proposed issuance of Franklin Financial
Corporation Guarantee of Floating Rate Trust Preferred Securities to be issued
under the Indenture, SunTrust Bank hereby consents that reports of examinations
by Federal, State, Territorial or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon request therefor.

SunTrust Bank

By: /s/ Donna L. Williams
-----------------------
Donna L. Williams
Vice President

<PAGE> 7

EXHIBIT 7 FORM T-1

LATEST REPORT OF CONDITION
OF
SUNTRUST BANK

<PAGE> 8

SunTrust Bank, Atlanta FIEC 031
1 PARK PLACE, N.E. Consolidated Report of Income
ATLANTA , GA 30303 for the period
Certificate Number: 867 January 1, 2000 - March 31, 2000

CONSOLIDATED REPORT OF INCOME
FOR THE PERIOD JANUARY 1, 2000 - MARCH 31, 2000

ALL REPORT OF INCOME SCHEDULES ARE TO BE REPORTED ON A CALENDAR YEAR-TO-DATE
BASIS IN THOUSANDS OF DOLLARS.

SCHEDULE RI - INCOME STATEMENT

<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN THOUSANDS
<S> <C> <C>
1. INTEREST INCOME:
1.A. INTEREST AND FEE INCOME ON LOANS:
1.A.1. IN DOMESTIC OFFICES:
1.a.1.a. Loans secured by real estate 607,774
1.a.1.b. Loans to depository institutions 2,274
1.a.1.c. Loans to finance agricultural production and other loans to farmers 3,785
1.a.1.d. Commercial and industrial loans 425,369
1.a.1.e. Acceptances of other banks 104
1.A.1.F. LOANS TO INDIVIDUALS FOR HOUSEHOLD, FAMILY, AND OTHER PERSONAL EXPENDITURES:
1.a.1.f.1. Credit cards and related plans 4,383
1.a.1.f.2. Other 182,025
1.a.1.g. Loans to foreign governments and official institutions 405
1.A.1.H. OBLIGATIONS (OTHER THAN SECURITIES AND LEASES) OF STATES AND POLITICAL
SUBDIVISIONS IN THE U.S.:
1.a.1.h.1. Taxable obligations 1,732
1.a.1.h.2. Tax-exempt obligations 13,056
1.a.1.i. All other loans in domestic offices 46,466
1.a.2. In foreign offices, Edge and Agreement subsidiaries, and IBFs 0
1.B. INCOME FROM LEASE FINANCING RECEIVABLES:
1.b.1. Taxable leases 35,150
1.b.2. Tax-exempt leases 1,705
1.C. INTEREST INCOME ON BALANCES DUE FROM DEPOSITORY INSTITUTIONS:
1.c.1. In domestic offices 280
1.c.2. In foreign offices, Edge and Agreement subsidiaries, and IBFs 205
1.D. INTEREST AND DIVIDEND INCOME ON SECURITIES:
</TABLE>

<PAGE> 9

<TABLE>
<S> <C> <C>
1.d.1. U.S. Treasury securities and U.S. Government agency obligations (INCLUDING
MORTGAGE-BACKED SECURITIES ISSUED OR GUARANTEED BY FNMA, FHLMC, OR GNMA) 159,460
1.D.2. SECURITIES ISSUED BY STATES AND POLITICAL SUBDIVISIONS IN THE U.S.:
1.d.2.a. Taxable securities 2,015
1.d.2.b. Tax-exempt securities 4,362
1.d.3. Other domestic debt securities (INCLUDING MORTGAGE-BACKED SECURITIES NOT ISSUED
OR GUARANTEED BY FNMA, FHLMC, OR GNMA) 52,857
1.d.4. Foreign debt securities 59
1.d.5. Equity securities (including investments in mutual funds) 12,047
1.e. Interest income from trading assets 1,162
1.f. Interest income on federal funds sold and securities purchased under agreements
to resell 35,120
1.g. Total interest income (sum of items 1.a through 1.f) 1,591,795
YEAR-TO-DATE
2. INTEREST EXPENSE:
2.A. INTEREST ON DEPOSITS:
2.A.1. INTEREST ON DEPOSITS IN DOMESTIC OFFICES:
2.a.1.a. Transaction accounts (NOW accounts, ATS accounts, and telephone and
preauthorized transfer accounts) 9,286
2.A.1.B. NONTRANSACTION ACCOUNTS:
2.a.1.b.1. Money market deposit accounts (MMDAs) 136,807
2.a.1.b.2. Other savings deposits 53,592
2.a.1.b.3. Time deposits of $100,000 or more 81,290
2.a.1.b.4. Time deposits of less than $100,000 116,651
2.a.2. Interest on deposits in foreign offices, Edge and Agreement subsidiaries, and
IBFs 157,699
2.b. Expense of federal funds purchased and securities sold under agreements to
repurchase 160,227
2.c. Interest on demand notes issued to the U.S. Treasury, trading liabilities, and
other borrowed money 59,404
2.d. Not applicable
2.e. Interest on subordinated notes and debentures 19,219
2.f. Total interest expense (sum of items 2.a through 2.e) 794,175
3. Net interest income (item 1.g minus 2.f) 797,620
4. PROVISIONS:
4.a. Provision for credit losses 20,924
4.b. Provision for allocated transfer risk 0
5. NONINTEREST INCOME:
5.a. Income from fiduciary activities 124,441
5.b. Service charges on deposit accounts in domestic offices 111,267
</TABLE>

-3-
<PAGE> 10

<TABLE>
<S> <C> <C>
5.c. Trading revenue (must equal Schedule RI, sum of Memorandum items 8.a through 8.d) 3,946
5.D.-E. NOT APPLICABLE
5.F. OTHER NONINTEREST INCOME:
5.f.1. Other fee income 161,626
5.f.2. All other noninterest income 28,473
5.g. Total noninterest income (sum of items 5.a through 5.f) 429,753
6.a. Realized gains (losses) on held-to-maturity securities 0
6.b. Realized gains (losses) on available-for-sale securities 6,862
7. NONINTEREST EXPENSE:
7.a. Salaries and employee benefits 358,392
7.b. Expenses of premises and fixed assets (net of rental income) (excluding 98,617
salaries and employment benefits and mortgage interest)
7.c. Other noninterest expense 243,981
7.d. Total noninterest expense (sum of 7.a Through 7.c) 700,990
8. Income (loss) before income taxes and extraordinary items and other 512,321
adjustments (item 3 plus or minus items 4.a, 4.b, 5.g, 6.a, 6.b, and 7.d)
9. Applicable income taxes (on item 8) 180,508
10. Income (loss) before extraordinary items and other adjustments (item 8 minus 9) 331,813
11. Extraordinary items and other adjustments, net of income taxes 0
12. Net income (loss) (sum of items 10 and 11) 331,813
</TABLE>

MEMORANDA

<TABLE>
<CAPTION>
YEAR-TO-DATE
DOLLAR AMOUNTS
IN THOUSANDS
<S> <C> <C>
1. Interest expense incurred to carry tax-exempt securities, loans, and leases
acquired after August 7, 1986, that is not deductible for federal income tax
purposes 2,190
2. Income from the sale and servicing of mutual funds and annuities in domestic
offices (included in Schedule RI, item 8) 29,203
3.-4. NOT APPLICABLE
NUMBER
5. Number of full-time equivalent employees at end of current period (round to
the nearest whole number) 26,754
6. NOT APPLICABLE
</TABLE>

-4-
<PAGE> 11

<TABLE>
<S> <C>
7. If the reporting bank has restated its balance sheet as a
result of applying push down accounting this calendar year,
report the date of the bank's acquisition (For example, a bank
acquired on June 1, 1998, would report 19980601.) N/A
8. TRADING REVENUE (FROM CASH INSTRUMENTS AND OFF-BALANCE SHEET
DERIVATIVE INSTRUMENTS) (SUM OF MEMORANDUM ITEMS 8.A THROUGH
8.D MUST EQUAL SCHEDULE RI, ITEM 5.C):
8.a. Interest rate exposures 0
8.b. Foreign exchange exposures 3,946
8.c. Equity security and index exposures 0
8.d. Commodity and other exposures 0
9. IMPACT ON INCOME OF OFF-BALANCE SHEET DERIVATIVES HELD
FOR PURPOSES OTHER THAN TRADING:
9.a. Net increase (decrease) to interest income (922)
9.b. Net (increase) decrease to interest expense 1,326
9.c. Other (noninterest) allocations 0
10. Credit losses on off-balance sheet derivatives (see instructions) 0
YES/NO
11. Does the reporting bank have a Subchapter S election in effect for federal
income tax purposes for the current tax year? No

12. Deferred portion of total applicable income taxes included in
Schedule RI, items 9 and 11 (to be reported with the December
Report of Income) N/A
</TABLE>

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<PAGE> 12

SunTrust Bank, Atlanta FIEC 031
1 PARK PLACE, N.E. Consolidated Report of Income
ATLANTA , GA 30303 for the period
Certificate Number: 867 January 1, 2000 - March 31, 2000

SCHEDULE RI-A--CHANGES IN EQUITY CAPITAL

Indicate decreases and losses in parentheses.

<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN THOUSANDS
<S> <C> <C>
1. Total equity capital originally reported in the December 31, 1999, Reports of Condition
and Income 2,523,983
2. Equity capital adjustments from amended Reports of Income, net 0
3. Amended balance end of previous calendar year (sum of items 1 and 2) 2,523,983
4. Net income (loss) (must equal Schedule RI, item 12) 331,813
5. Sale, conversion, acquisition, or retirement of capital stock, net 0
6. Changes incident to business combinations, net 5,687,296
7. LESS: Cash dividends declared on preferred stock 0
8. LESS: Cash dividends declared on common stock 500,000
9. Cumulative effect of changes in accounting principles from prior years (see
instructions for this schedule) 0
10. Corrections of material accounting errors from prior years (see instructions for this
schedule) 0
11.a. Change in net unrealized holding gains (losses) on available-for-sale securities (222,967)
11.b. CHANGE IN ACCUMULATED NET GAINS (LOSSES) ON CASH FLOW HEDGES. 0
12. Foreign currency translation adjustments 0
13. Other transactions with parent holding company (not included in items 5, 7, or 8 above) (30,889)
14. Total equity capital end of current period (sum of items 3 through 13) (must equal
Schedule RC, item 28) 7,789,236
</TABLE>

-6-
<PAGE> 13

SunTrust Bank, Atlanta FIEC 031
1 PARK PLACE, N.E. Consolidated Report of Income
ATLANTA , GA 30303 for the period
Certificate Number: 867 January 1, 2000 - March 31, 2000

SCHEDULE RI-B--CHARGE-OFFS AND RECOVERIES ON LOANS AND LEASES
AND CHANGES IN ALLOWANCE FOR CREDIT LOSSES

PART I. CHARGE-OFFS AND RECOVERIES ON LOANS AND LEASES

PART I EXCLUDES CHARGE-OFFS AND RECOVERIES THROUGH
THE ALLOCATED TRANSFER RISK RESERVE.

<TABLE>
<CAPTION>
(Column A) (Column B)
Charge-offs Recoveries
DOLLAR AMOUNTS IN THOUSANDS Calendar-year-to-date
<S> <C> <C> <C>
1. LOANS SECURED BY REAL ESTATE:
1.a. To U.S. addressees (domicile) 2,553 2,556
1.b. To non-U.S. addressees (domicile) 0 0
2. LOANS TO DEPOSITORY INSTITUTIONS AND ACCEPTANCES OF OTHER BANKS:
2.a. To U.S. banks and other U.S. depository institutions 0 0
2.b. To foreign banks 0 0
3. Loans to finance agricultural production and other loans to
farmers 0 0
4. COMMERCIAL AND INDUSTRIAL LOANS:
4.a. To U.S. addressees (domicile) 13,384 3,521
4.b. To non-U.S. addressees (domicile) 0 46
5. LOANS TO INDIVIDUALS FOR HOUSEHOLD, FAMILY, AND OTHER PERSONAL
EXPENDITURES:
5.a. Credit cards and related plans 783 676
5.b. Other (includes single payment, installment, and all student
loans) 14,388 6,416
6. Loans to foreign governments and official institutions 0 0
7. All other loans 1,450 534
8. LEASE FINANCING RECEIVABLES:
8.a. Of U.S. addressees (domicile) 722 117
8.b. Of non-U.S. addressees (domicile) 0 0
9. Total (sum of items 1 through 8) 33,330 13,866
</TABLE>

-7-
<PAGE> 14

MEMORANDA

<TABLE>
<CAPTION>
(Column A) (Column B)
Charge-offs Recoveries
Calendar-year-to-date
DOLLAR AMOUNTS IN THOUSANDS
<S> <C> <C> <C>
1.-3. NOT APPLICABLE
4. Loans to finance commercial real estate, construction, and land
development activities (NOT SECURED BY REAL ESTATE) included in
Schedule RI-B, part I, items 4 and 7, above 0 0
5. LOANS SECURED BY REAL ESTATE IN DOMESTIC OFFICES (INCLUDED IN
SCHEDULE RI-B, PART I, ITEM 1, ABOVE):
5.a. Construction and land development 6 0
5.b. Secured by farmland 0 0
5.C. SECURED BY 1-4 FAMILY RESIDENTIAL PROPERTIES:
5.c.1. Revolving, open-end loans secured by 1-4 family residential properties
and extended under lines of credit 593 1,866
5.c.2. All other loans secured by 1-4 family residential properties 1,616 400
5.d. Secured by multifamily (5 or more) residential properties 0 0
5.e. Secured by nonfarm nonresidential properties 338 290
</TABLE>

PART S IN ALLOWANCE FOR CREDIT LOSSES

<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN THOUSANDS
<S> <C> <C>
1. Balance originally reported in the December 31, 1999, Reports of Condition and
Income 123,398
2. Recoveries (must equal or exceed part I, item 9, column B above) 13,866
3. LESS: Charge-offs (must equal or exceed part I, item 9, column A above) 33,330
4. Provision for credit losses (must equal Schedule RI, item 4.a) 20,924
5. Adjustments (see instructions for this schedule) 729,639
6. Balance end of current period (sum of items 1 through 5) (must equal or exceed
Schedule RC, item 4.b) 854,497
</TABLE>

-8-
<PAGE> 15

SunTrust Bank, Atlanta FIEC 031
1 PARK PLACE, N.E. Consolidated Report of Income
ATLANTA , GA 30303 for the period
Certificate Number: 867 January 1, 2000 - March 31, 2000

SCHEDULE RI-D--INCOME FROM INTERNATIONAL OPERATIONS

FOR ALL BANKS WITH FOREIGN OFFICES, EDGE OR AGREEMENT SUBSIDIARIES, OR IBFS
WHERE INTERNATIONAL OPERATIONS ACCOUNT FOR MORE THAN 10 PERCENT OF TOTAL
REVENUES, TOTAL ASSETS, OR NET INCOME.

PART I. ESTIMATED INCOME FROM INTERNATIONAL OPERATIONS

<TABLE>
<CAPTION>
YEAR-TO-DATE
DOLLAR AMOUNTS IN THOUSANDS
<S> <C> <C>
1. INTEREST INCOME AND EXPENSE BOOKED AT FOREIGN OFFICES, EDGE AND
AGREEMENT SUBSIDIARIES, AND IBFS:
1.a. Interest income booked 0
1.b. Interest expense booked 0
1.c. Net interest income booked at foreign offices, Edge and Agreement subsidiaries, and IBFs (item
1.a minus 1.b) 0
2. ADJUSTMENTS FOR BOOKING LOCATION OF INTERNATIONAL OPERATIONS:
2.a. Net interest income attributable to international operations booked at domestic offices 0
2.b. Net interest income attributable to domestic business booked at foreign offices 0
2.c. Net booking location adjustment (item 2.a minus 2.b) 0
3. NONINTEREST INCOME AND EXPENSE ATTRIBUTABLE TO INTERNATIONAL OPERATIONS:
3.a. Noninterest income attributable to international operations 0
3.b. Provision for loan and lease losses attributable to international operations 0
3.c. Other noninterest expense attributable to international operations 0
3.d. Net noninterest income (expense) attributable to international operations (item 3.a minus 3.b
and 3.c) 0
4. Estimated pretax income attributable to international operations before capital allocation
adjustment (sum of items 1.c, 2.c, and 3.d) 0
5. Adjustment to pretax income for internal allocations to international operations to reflect
the effects of equity capital on overall bank funding costs 0
6. Estimated pretax income attributable to international operations after capital allocation
adjustment (sum of items 4 and 5) 0
7. Income taxes attributable to income from international operations as estimated in item 6 0
</TABLE>

-9-
<PAGE> 16

<TABLE>
<S> <C> <C>
8. Estimated net income attributable to international operations (item 6 minus 7) 0
</TABLE>

MEMORANDA

<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN THOUSANDS
<S> <C> <C>
1. Intracompany interest income included in item 1.a above 0
2. Intracompany interest expense included in 1.b above 0
</TABLE>

PART II. SUPPLEMENTARY DETAILS ON INCOME FROM INTERNATIONAL OPERATIONS REQUIRED
BY THE DEPARTMENTS OF COMMERCE AND TREASURY FOR PURPOSES OF THE U.S.
INTERNATIONAL ACCOUNTS AND THE U.S. NATIONAL INCOME AND PRODUCT ACCOUNTS

<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN THOUSANDS YEAR-TO-DATE
<S> <C> <C>
1. Interest income booked at IBFs 0
2. Interest expense booked at IBFs 0
3. NONINTEREST INCOME ATTRIBUTABLE TO INTERNATIONAL OPERATIONS BOOKED AT DOMESTIC OFFICES
(EXCLUDING IBFS):
3.a. Gains (losses) and extraordinary items 0
3.b. Fees and other noninterest income 0
4. Provision for loan and lease losses attributable to international operations booked at
domestic offices (excluding IBFs) 0
5. Other noninterest expense attributable to international operations booked at domestic offices
(excluding IBFs) 0
</TABLE>

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<PAGE> 17

SunTrust Bank, Atlanta FIEC 031
1 PARK PLACE, N.E. Consolidated Report of Income
ATLANTA , GA 30303 for the period
Certificate Number: 867 January 1, 2000 - March 31, 2000

SCHEDULE RI-E--EXPLANATIONS

SCHEDULE RI-E IS TO BE COMPLETED EACH QUARTER ON A CALENDAR YEAR-TO-DATE BASIS.

Detail all adjustments in Schedule RI-A and RI-B, all extraordinary items and
other adjustments in Schedule RI, and all significant items of other
noninterest income and other noninterest expense in Schedule RI. (See
instructions for details.)

<TABLE>
<CAPTION>
YEAR-TO-DATE
DOLLAR AMOUNTS IN THOUSANDS
<S> <C> <C>
1. ALL OTHER NONINTEREST INCOME (FROM SCHEDULE RI, ITEM 5.F.(2)) REPORT
AMOUNTS THAT EXCEED 10% OF SCHEDULE RI, ITEM 5.F.(2):
1.a. Net gains (losses) on other real estate owned 0
1.b. Net gains (losses) on sales of loans 0
1.c. Net gains (losses) on sales of premises and fixed assets 0
Itemize and describe the three largest other amounts that exceed 10% of
Schedule RI, item 5.f.(2):
1.d. SALE OF ORIG SVC RIGHTS 15,235
1.e. SALE OF CUSTOMER CHECKS 4,243
1.f. 0
2. OTHER NONINTEREST EXPENSE (FROM SCHEDULE RI, ITEM 7.C):
2.a. Amortization expense of intangible assets 5,608
REPORT AMOUNTS THAT EXCEED 10% OF SCHEDULE RI, ITEM 7.C:
2.b. Net (gains) losses on other real estate owned 0
2.c. Net (gains) losses on sales of loans 0
2.d. Net (gains) losses on sales of premises and fixed assets 0
Itemize and describe the three largest other amounts that exceed 10% of
Schedule RI, item 7.c:
2.e. 0
2.f. 0
2.g. 0
3. EXTRAORDINARY ITEMS AND OTHER ADJUSTMENTS AND APPLICABLE INCOME TAX EFFECT (FROM
SCHEDULE RI, ITEM 11) (ITEMIZE AND DESCRIBE ALL EXTRAORDINARY ITEMS AND
OTHER ADJUSTMENTS):
3.a.1. 0
3.a.2. Applicable income tax effect 0
3.b.1. 0
</TABLE>

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<PAGE> 18

<TABLE>
<S> <C> <C>
3.b.2. Applicable income tax effect 0
3.c.1. 0
3.c.2. Applicable income tax effect 0
4. EQUITY CAPITAL ADJUSTMENTS FROM AMENDED REPORTS OF INCOME (FROM SCHEDULE RI-A, ITEM 2)
(ITEMIZE AND DESCRIBE ALL ADJUSTMENTS):
4.a. 0
4.b. 0
5. CUMULATIVE EFFECT OF CHANGES IN ACCOUNTING PRINCIPLES FROM PRIOR YEARS (FROM SCHEDULE
RI-A, ITEM 9) (ITEMIZE AND DESCRIBE ALL CHANGES IN ACCOUNTING PRINCIPLES):
5.a. 0
5.b. 0
6. CORRECTIONS OF MATERIAL ACCOUNTING ERRORS FROM PRIOR YEARS (FROM SCHEDULE RI-A, ITEM 10)
(ITEMIZE AND DESCRIBE ALL CORRECTIONS):
6.a. 0
6.b. 0
7. OTHER TRANSACTIONS WITH PARENT HOLDING COMPANY (FROM SCHEDULE RI-A, ITEM 13) (ITEMIZE
AND DESCRIBE ALL SUCH TRANSACTIONS):
7.a. MERGER ST PARENT INTO SUNTRUST BANK 1/00 (30,889)
7.b. 0
8. ADJUSTMENTS TO ALLOWANCE FOR CREDIT LOSSES (FROM SCHEDULE RI-B, PART II, ITEM 5)
(ITEMIZE AND DESCRIBE ALL ADJUSTMENTS):
8.a. MERGER ST PARENT INTO SUNTRUST BANK 1/00 729,639
8.b. 0
9. OTHER EXPLANATIONS (THE SPACE BELOW IS PROVIDED FOR THE BANK TO BRIEFLY DESCRIBE, AT ITS
OPTION, ANY OTHER SIGNIFICANT ITEMS AFFECTING THE REPORT OF INCOME):
No Comment
</TABLE>

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<PAGE> 19

SunTrust Bank, Atlanta FIEC 031
1 PARK PLACE, N.E. Consolidated Report of Condition
ATLANTA , GA 30303 for March 31, 2000
Certificate Number: 867

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL AND STATE-CHARTERED
SAVINGS BANKS FOR MARCH 31, 2000

ALL SCHEDULES ARE TO BE REPORTED IN THOUSANDS OF DOLLARS. UNLESS OTHERWISE
INDICATED, REPORT THE AMOUNT OUTSTANDING AS OF THE LAST BUSINESS DAY OF THE
QUARTER.

SCHEDULE RC--BALANCE SHEET

<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN THOUSANDS
ASSETS
<S> <C> <C>
1. CASH AND BALANCES DUE FROM DEPOSITORY INSTITUTIONS (FROM SCHEDULE RC-A):
1.a. Noninterest-bearing balances and currency and coin 3,530,235
1.b. Interest-bearing balances 24,705
2. SECURITIES:
2.a. Held-to-maturity securities (from Schedule RC-B, column A) 0
2.b. Available-for-sale securities (from Schedule RC-B, column D) 15,070,030
3. Federal funds sold and securities purchased under agreements to resell 2,072,086
4. LOANS AND LEASE FINANCING RECEIVABLES:
4.a. Loans and leases, net of unearned income (from Schedule RC-C) 69,599,196
4.b. LESS: Allowance for loan and lease losses 854,497
4.c. LESS: Allocated transfer risk reserve 0
4.d. Loans and leases, net of unearned income, allowance, and reserve (item 4.a minus 4.b
and 4.c) 68,744,699
5. Trading assets (from Schedule RC-D) 133,723
6. Premises and fixed assets (including capitalized leases) 1,284,024
7. Other real estate owned (from Schedule RC-M) 37,296
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) 0
9. Customers' liability to this bank on acceptances outstanding 174,344
10. Intangible assets (from Schedule RC-M) 569,820
11. Other assets (from Schedule RC-F) 1,505,141
12. Total assets (sum of items 1 through 11) 93,146,103

LIABILITIES
13. DEPOSITS:
13.a. In domestic offices (sum of totals of columns A and C from 57,304,881
Schedule RC-E, part I)
</TABLE>

-13-
<PAGE> 20

<TABLE>

<S> <C>
13.a.1. Noninterest-bearing 11,295,070

13.a.2. Interest-bearing 46,009,811

13.b. In foreign offices, Edge and Agreement subsidiaries, and IBFs
(from Schedule RC-E, part II) 9,189,133
13.b.1. Noninterest-bearing 0

13.b.2. Interest-bearing 9,189,133
14. Federal funds purchased and securities sold under agreements to repurchase 11,104,275
15.a. Demand notes issued to the U.S. Treasury 1
15.b. Trading liabilities (from Schedule RC-D) 0
16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized
leases):
16.a. With a remaining maturity of one year or less 914,552
16.b. With a remaining maturity of more than one year through three years 2,139,767
16.c. With a remaining maturity of more than three years 1,436,489
17. NOT APPLICABLE
18. Bank's liability on acceptances executed and outstanding 174,344
19. Subordinated notes and debentures 1,069,292
20. Other liabilities (from Schedule RC-G) 2,024,133
21. Total liabilities (sum of lines 13 through 20) 85,356,867
22. NOT APPLICABLE

EQUITY CAPITAL
23. Perpetual preferred stock and related surplus 0
24. Common stock 21,600
25. Surplus (exclude all surplus related to preferred stock) 2,546,412
26.a. Undivided profits and capital reserves 4,689,569
26.b. Net unrealized holding gains (losses) on available-for-sale securities 531,655
26.c. ACCUMULATED NET GAINS (LOSSES) ON CASH FLOW HEDGES 0

27. Cumulative foreign currency translation adjustments 0
28. Total equity capital (sum of items 23 through 27) 7,789,236
29. Total liabilities and equity capital (sum of items 21 and 28) 93,146,103
</TABLE>

-14-
<PAGE> 21

MEMORANDUM
<TABLE>
<CAPTION>
<S> <C>
TO BE REPORTED ONLY WITH THE MARCH REPORT OF CONDITION. NUMBER
1. Indicate in the box at the right the number of the statement below that
best describes the most comprehensive level of auditing work performed
for the bank by independent external auditors as of any date during
1999 2

1= Independent audit of the bank conducted 4= Directors' examination of the bank performed
in accordance with generally accepted by other external auditors (may be required by
auditing standards by a certified public state chartering authority)
accounting firm which submits a report on
the bank
2= Independent audit of the bank's parent 5= Review of the bank's financial statements by
holding company conducted in accordance external auditors
with generally accepted auditing standards 6= Compilation of the bank's financial statements
by a certified public accounting firm by external auditors
which submits a report on the
consolidated holding company
(but not on the bank separately)
3= Directors' examination of the bank 7= Other audit procedures (excluding tax
conducted in accordance with generally preparation work)
accepted auditing standards by a certified 8= No external audit work
public accounting firm (may be required
by state chartering authority)
</TABLE>

-15-
<PAGE> 22
SunTrust Bank FFIEC 031
1 PARK PLACE, N.E. Consolidated Report of Condition
ATLANTA, GA 30303 for March 31, 2000
Certificate Number: 867

SCHEDULE RC-A--CASH AND BALANCES DUE FROM DEPOSITORY INSTITUTIONS
EXCLUDE ASSETS HELD FOR TRADING.

<TABLE>
<CAPTION>
(Column A) (Column B)
Consolidated Domestic
Bank Offices
DOLLAR AMOUNTS IN THOUSANDS
<S> <C> <C> <C>
1. CASH ITEMS IN PROCESS OF COLLECTION, UNPOSTED DEBITS, AND CURRENCY
AND COIN: 3,240,858
1.a. Cash items in process of collection and unposted debits 2,538,822
1.b. Currency and coin 702,036
2. BALANCES DUE FROM DEPOSITORY INSTITUTIONS IN THE U.S.: 83,616
2.a. U.S. branches and agencies of foreign banks (including their IBFs) 0
2.b. Other commercial banks in the U.S. and other depository institutions
in the U.S. (including their IBFs) 83,616
3. BALANCES DUE FROM BANKS IN FOREIGN COUNTRIES AND FOREIGN CENTRAL
BANKS: 6,751
3.a. Foreign branches of other U.S. banks 0
3.b. Other banks in foreign countries and foreign central banks 16,351
4. BALANCES DUE FROM FEDERAL RESERVE BANKS 214,115 214,115
5. TOTAL (SUM OF ITEMS 1 THROUGH 4) (TOTAL OF COLUMN A MUST EQUAL
SCHEDULE RC, SUM OF ITEMS 1.A AND 1.B) 3,554,940 3,545,340
</TABLE>

MEMORANDUM

<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN THOUSANDS
<S> <C> <C>
1. Noninterest-bearing balances due from commercial banks in the U.S.
(included in item 2, column B above 36,803
</TABLE>

-16-
<PAGE> 23

SunTrust Bank FFIEC 031
1 PARK PLACE, N.E. Consolidated Report of Condition
ATLANTA, GA 30303 for March 31, 2000
Certificate Number: 867

SCHEDULE RC-B--SECURITIES

EXCLUDE ASSETS HELD FOR TRADING.

<TABLE>
<CAPTION>
Held-to-maturity Available-for-sale
(Column A) (Column C)
Amortized (Column B) Amortized (Column D)
DOLLAR AMOUNTS IN THOUSANDS Cost Fair Value Cost Fair Value
<S> <C> <C> <C> <C> <C>
1. U.S.Treasury securities 0 0 422,940 422,375
2. U.S. GOVERNMENT AGENCY OBLIGATIONS
(EXCLUDE MORTGAGE-BACKED SECURITIES):
2.a. Issued by U.S. Government agencies 0 0 0 0
2.b. Issued by U.S. Government-sponsored
agencies 0 0 1,935,282 1,882,335
3. Securities issued by states and
political subdivisions in the U.S.:
3.a. General obligations 0 0 260,557 263,611
3.b. Revenue obligations 0 0 139,405 135,379
3.c. Industrial development and similar
obligations 0 0 32,327 32,125
4. MORTGAGE-BACKED SECURITIES(MBS):
4.a. Pass-through securities:
4.a.1. Guaranteed by GNMA 0 0 507,317 504,282
4.a.2. Issued by FNMA and FHLMC 0 0 1,976,512 1,913,529
4.a.3. Other pass-through securities 0 0 539 539
4.B. OTHER MORTGAGE-BACKED SECURITIES
(INCLUDE CMOS, REMICS, AND STRIPPED
MBS):
</TABLE>

-17-
<PAGE> 24

<TABLE>
<S> <C> <C> <C> <C> <C>
4.b.1. Issued or guaranteed by FNMA, FHLMC,
or GNMA 0 0 5,100,253 4,975,251
4.b.2. Collateralized by MBS issued or
guaranteed by FNMA, FHLMC, or GNMA 0 0 0 0
4.b.3. All other mortgage-backed securities 0 0 51,311 51,311
5. Other debt securities:
5.a. Other domestic debt securities 0 0 3,133,612 3,059,884
5.b. Foreign debt securities 0 0 3,175 3,175
6. EQUITY SECURITIES:
6.a. Investments in mutual funds and
other equity securities with readily
determinable fair values 219,939 1,410,936
6.b. All other equity securities 415,298 415,298
7. Total (sum of items 1 through 6)
(total of column A must equal
Schedule RC, item 2.a) (total of
column D must equal Schedule RC,
item 2.b) 0 0 14,198,467 15,070,030
</TABLE>

MEMORANDUM

<TABLE>
<CAPTION>
DOLLAR AMOUNTS
IN THOUSANDS
<S> <C> <C>
1. Pledged securities 10,439,752
2. MATURITY AND REPRICING DATA FOR DEBT SECURITIES (EXCLUDING THOSE IN NONACCRUAL STATUS):
2.A. SECURITIES ISSUED BY THE U.S.TREASURY, U.S. GOVERNMENT AGENCIES, AND STATES AND
POLITICAL SUBDIVISIONS IN THE U.S.; OTHER NON-MORTGAGE DEBT
SECURITIES; AND MORTGAGE PASS-THROUGH SECURITIES OTHER THAN THOSE
BACKED BY CLOSED-END FIRST LIEN 1-4 FAMILY RESIDENTIAL MORTGAGES WITH
A REMAINING MATURITY OR REPRICING FREQUENCY OF:
2.a.1. Three months or less 210,967
2.a.2. Over three months through 12 months 331,048
2.a.3. Over one year through three years 650,273
2.a.4. Over three years through five years 3,255,509
2.a.5. Over five years through 15 years 747,526
2.a.6. Over 15 years 625,601
2.B. MORTGAGE PASS-THROUGH SECURITIES BACKED BY CLOSED-END FIRST LIEN 1-4 FAMILY RESIDENTIAL
MORTGAGES WITH A REMAINING MATURITY OR REPRICING FREQUENCY OF:
</TABLE>

-18-
<PAGE> 25

<TABLE>
<S> <C> <C>
2.b.1. Three months or less 383,898
2.b.2. Over three months through 12 months 483,973
2.b.3. Over one year through three years 97,174
2.b.4. Over three years through five years 353,811
2.b.5. Over five years through 15 years 947,788
2.b.6. Over 15 years 129,666
2.C. OTHER MORTGAGE-BACKED SECURITIES (INCLUDE CMOS, REMICS, AND STRIPPED MBS; EXCLUDE
MORTGAGE PASS-THROUGH SECURITIES) WITH AN EXPECTED AVERAGE LIFE OF:
2.c.1. Three years or less 1,880,980
2.c.2. Over three years 3,145,582
2.d. Debt securities with a REMAINING MATURITY of one year or less (included in Memorandum
items 2.a through 2.c above) 512,095
3.-6. NOT APPLICABLE
7. Amortized cost of held-to-maturity securities sold or transferred to available-for-sale
or trading securities during the calendar year-to-date (report the amortized cost at
date of sale or transfer) 0
8. NOT APPLICABLE
9. STRUCTURED NOTES (INCLUDED IN THE HELD-TO-MATURITY AND
AVAILABLE-FOR-SALE ACCOUNTS IN SCHEDULE RC-B, ITEMS 2,3, AND 5):
9.a. Amortized cost 1,862
9.b. Fair value 1,780
</TABLE>

-19-
<PAGE> 26

SunTrust Bank FFIEC 031
1 PARK PLACE, N.E. Consolidated Report of Condition
ATLANTA, GA 30303 for March 31, 2000
Certificate Number: 867

SCHEDULE RC-C--LOANS AND LEASE FINANCING RECEIVABLES

PART I. LOANS AND LEASES

Do not deduct the allowance for loan and lease losses from amounts reported in
this schedule. Report total loans and leases, net of unearned income. Exclude
assets held for trading and commercial paper.

<TABLE>
<CAPTION>
(Column A) (Column B)
Consolidated Domestic
Bank Offices
DOLLAR AMOUNTS IN THOUSANDS
<S> <C> <C> <C>
1. Loans secured by real estate 31,137,542
1.a. Construction and land development 2,600,450
1.b. Secured by farmland (including farm residential and other improvements) 192,062
1.C. SECURED BY 1-4 FAMILY RESIDENTIAL PROPERTIES:
1.c.1. Revolving, open-end loans secured by 1-4 family residential properties
and extended under lines of credit 1,780,069
1.C.2. ALL OTHER LOANS SECURED BY 1-4 FAMILY RESIDENTIAL PROPERTIES:
1.c.2.a. Secured by first liens 17,802,725
1.c.2.b. Secured by junior liens 1,017,276
1.d. Secured by multifamily (5 or more) residential properties 487,177
1.e. Secured by nonfarm nonresidential properties 7,257,783
2. LOANS TO DEPOSITORY INSTITUTIONS:
2.a. To commercial banks in the U.S. 101,976
2.a.1. To U.S. branches and agencies of foreign banks 0
2.a.2. To other commercial banks in the U.S. 101,976
2.b. To other depository institutions in the U.S. 59 59
2.c. To banks in foreign countries 45,055
2.c.1. To foreign branches of other U.S. banks 0
2.c.2. To other banks in foreign countries 45,055
3. Loans to finance agricultural production and other loans to farmers 177,537 177,537
4. Commercial and industrial loans:
</TABLE>

-20-
<PAGE> 27

<TABLE>
<S> <C> <C> <C>
4.a. To U.S. addressees (domicile) 22,619,111 22,619,111
4.b. To non-U.S. addressees (domicile) 182,471 182,471
5. ACCEPTANCES OF OTHER BANKS:
5.a. Of U.S. banks 3,101 3,101
5.b. Of foreign banks 327 327
6. Loans to individuals for household, family, and other personal
expenditures (i.e., consumer loans) (includes purchased paper) 8,643,757
6.a. Credit cards and related plans (includes check credit and other
revolving credit plans) 138,584
6.b. Other (includes single payment, installment, and all student loans) 8,505,173
7. Loans to foreign governments and official institutions (including
foreign central banks) 23,692 23,692
8. Obligations (other than securities and leases) of states and political
subdivisions in the U.S. 1,090,677 1,090,677
9. Other loans 3,437,189
9.a. Loans for purchasing or carrying securities (secured and unsecured) 758,018
9.b. All other loans (exclude consumer loans) 2,679,171
10. Lease financing receivables (net of unearned income) 2,136,702
10.a. Of U.S. addressees (domicile) 2,136,702
10.b. Of non-U.S. addressees (domicile) 0
11. LESS: Any unearned income on loans reflected in items 1-9 above 0 0
12. Total loans and leases, net of unearned income (sum of items 1 through
10 minus item 11) (total of column A must equal Schedule RC, item 4.a) 69,599,196 69,599,196
</TABLE>

MEMORANDA

<TABLE>
<CAPTION>
x DOLLAR AMOUNTS IN THOUSANDS
<S> <C> <C>
1. NOT APPLICABLE
2. LOANS AND LEASES RESTRUCTURED AND IN COMPLIANCE WITH MODIFIED TERMS
(INCLUDED IN SCHEDULE RC-C, PART I, ABOVE AND NOT REPORTED AS PAST DUE
OR NONACCRUAL IN SCHEDULE RC-N, MEMORANDUM ITEM 1):
2.A. LOANS SECURED BY REAL ESTATE:
2.a.1. To U.S. addressees (domicile) 6
2.a.2. To non-U.S. addressees (domicile) 0
2.b. All other loans and all lease financing receivables (exclude loans to individuals for
household, family, and other personal expenditures) 0
2.c. Commercial and industrial loans to and lease financing receivables of non-U.S.
addressees (domicile) included in Memorandum item 2.b above 0
</TABLE>

-21-
<PAGE> 28

<TABLE>
<S> <C> <C>
3. MATURITY AND REPRICING DATA FOR LOANS AND LEASES
(EXCLUDING THOSE IN NONACCRUAL STATUS):

3.A. CLOSED-END LOANS SECURED BY FIRST LIENS ON 1-4 FAMILY RESIDENTIAL
PROPERTIES IN DOMESTIC OFFICES (REPORTED IN SCHEDULE RC-C, PART I, ITEM
1.C.(2)(A), COLUMN B) WITH A REMAINING MATURITY OR REPRICING FREQUENCY
OF:
3.a.1. Three months or less 1,679,593
3.a.2. Over three months through 12 months 3,995,588
3.a.3. Over one year through three years 1,922,146
3.a.4. Over three years through five years 6,211,802
3.a.5. Over five years through 15 years 2,736,064
3.a.6. Over 15 years 1,179,790
3.B. ALL LOANS AND LEASES (REPORTED IN SCHEDULE RC-C, PART I, ITEMS 1 THROUGH 10, COLUMN A)
EXCLUDING CLOSED-END LOANS SECURED BY FIRST LIENS ON 1-4 FAMILY
RESIDENTIAL PROPERTIES IN DOMESTIC OFFICES (REPORTED IN SCHEDULE RC-C,
PART I, ITEM 1.C.(2)(A), COLUMN B) WITH A REMAINING MATURITY OR
REPRICING FREQUENCY OF:
3.b.1. Three months or less 28,927,479
3.b.2. Over three months through 12 months 4,430,178
3.b.3. Over one year through three years 6,540,388
3.b.4. Over three years through five years 6,760,985
3.b.5. Over five years through 15 years 4,647,154
3.b.6. Over 15 years 284,096
3.c. Loans and leases (reported in Schedule RC-C, part I, items 1 through 10) with a
REMAINING MATURITY of one year or less 22,244,493
3.d. Loans secured by nonfarm nonresidential properties in domestic offices (reported in
Schedule RC-C, part I, item 1.e, column B) with a REMAINING MATURITY of
over five years 1,903,139 3.e. Commercial and industrial loans (reported in
Schedule RC-C, part I, item 4, column A)
with a REMAINING MATURITY of over three years 6,891,360
4. Loans to finance commercial real estate, construction, and land development activities
(NOT SECURED BY REAL ESTATE) included in Schedule RC-C, part I, items 4 and 9, column A,
page RC-6 1,040,341
5. Loans and leases held for sale (included in Schedule RC-C, part I, page RC-6) 1,124,168
6. Adjustable rate closed-end loans secured by first liens on 1-4 family residential
properties in domestic offices (included in Schedule RC-C, part I, item 1.c.(2)(a),
column B, page RC-6) 9,727,412
</TABLE>

-22-
<PAGE> 29

PART II. LOANS TO SMALL BUSINESSES AND SMALL FARMS

SCHEDULE RC-C, PART II IS TO BE COMPLETED ONLY WITH THE JUNE REPORT OF
CONDITION.

Report the number and amount currently outstanding as of June 30 of business
loans with "original amounts" of $1,000,000 or less and farm loans with
"original amounts" of $500,000 or less. The following guidelines should be used
to determine the "original amount" of a loan: (1) For loans drawn down under
lines of credit or loan commitments, the "original amount" of the loan is the
size of the line of credit or loan commitment when the line of credit or loan
commitment was MOST RECENTLY approved, extended, or renewed prior to the report
date. However, if the amount currently outstanding as of the report date
exceeds this size, the "original amount" is the amount currently outstanding on
the report date. (2) For loan participations and syndications, the "original
amount" of the loan participation or syndication is the entire amount of the
credit originated by the lead lender. (3) For all other loans, the "original
amount" is the total amount of the loan at origination or the amount currently
outstanding as of the report date, whichever is larger.

LOANS TO SMALL BUSINESSES

<TABLE>
<CAPTION>
YES/NO
<S> <C> <C>
1. Indicate in the appropriate box at the right whether all or substantially all of the
dollar volume of your bank's "Loans secured by nonfarm nonresidential properties" in
domestic offices reported in Schedule RC-C, part I, item 1.e, column B, AND all or
substantially all of the dollar volume of your bank's "Commercial and industrial loans to
U.S. addressees" in domestic offices reported in Schedule RC-C, part I, item 4.a, column
B, have ORIGINAL AMOUNTS of $100,000 or less (If your bank has no loans outstanding in
both of these two loan categories, place an "X" in the box marked "NO.") N/A
</TABLE>

If Yes, complete items 2.a and 2.b below, skip items 3 and 4, and go to item 5.
If NO and your bank has loans outstanding in either loan category, skip items
2.a and 2.b, complete items 3 and 4 below, and go to item 5. If NO and your
bank has no loans outstanding in both categories, skip items 2 through 4, and
go to item 5.

<TABLE>
<CAPTION>
NUMBER OF
LOANS
<S> <C> <C>
2. Report the total NUMBER of loans CURRENTLY OUTSTANDING for each of
the following Schedule RC-C, part I, loan categories:
</TABLE>

-23-
<PAGE> 30

<TABLE>
<S> <C> <C>
2.a. "Loans secured by nonfarm nonresidential properties" in domestic offices reported in
Schedule RC-C, part I, item 1.e, column B (Note: Item 1.e, column B, divided by the number
of loans should NOT exceed $100,000.) N/A

2.b. "Commercial and industrial loans to U.S. addressees" in domestic offices reported in
Schedule RC-C, part I, item 4.a, column B (Note: Item 4.a., column B, divided by the
number of loans should NOT exceed $100,000.) N/A
</TABLE>

<TABLE>
<CAPTION>
(Column B)
(Column A) Amount
Number of Currently
DOLLAR AMOUNTS IN THOUSANDS Loans Outstanding
<S> <C> <C> <C>
3. NUMBER AND AMOUNT CURRENTLY OUTSTANDING OF "LOANS SECURED BY NONFARM
NONRESIDENTIAL PROPERTIES" IN DOMESTIC OFFICES REPORTED IN SCHEDULE
RC-C, PART I, ITEM 1.E, COLUMN B (SUM OF ITEMS 3.A THROUGH 3.C MUST BE
LESS THAN OR EQUAL TO SCHEDULE RC-C, PART I, ITEM 1.E, COLUMN B):
3.a. With ORIGINAL AMOUNTS of $100,000 or less N/A N/A
3.b. With ORIGINAL AMOUNTS of more than $100,000 through $250,000 N/A N/A
3.c. With ORIGINAL AMOUNTS of more than $250,000 through $1,000,000 N/A N/A
4. Number and amount CURRENTLY OUTSTANDING of "Commercial and industrial
loans to U.S. addressees" in domestic offices reported in Schedule RC-C,
part I, item 4.a, column B (sum of items 4.a through 4.c must be less
than or equal to Schedule RC-C, part I, item 4.a, column B):
4.a. With ORIGINAL AMOUNTS of $100,000 or less N/A N/A
4.b. With ORIGINAL AMOUNTS of more than $100,000 through $250,000 N/A N/A
4.c. With ORIGINAL AMOUNTS of more than $250,000 through $1,000,000 N/A N/A
</TABLE>

-24-
<PAGE> 31

<TABLE>
<CAPTION>
YES/NO
<S> <C> <C>
AGRICULTURAL LOANS TO SMALL FARMS
5. Indicate in the appropriate box at the right whether all or substantially all of the
dollar volume of your bank's "Loans secured by farmland (including farm residential and
other improvements)" in domestic offices reported in Schedule RC-C, part I, item 1.b,
column B, AND all or substantially all of the dollar volume of your bank's "Loans to
finance agricultural production and other loans to farmers" in domestic offices reported
in Schedule RC-C, part I, item 3, column B, have ORIGINAL AMOUNTS of $100,000 or less (If
your bank has no loans outstanding in BOTH of these two loan categories, place an "X" in
the box marked "NO.") N/A
</TABLE>

If YES, complete items 6.a and 6.b below and do not complete items 7 and 8.
If NO and your bank has loans outstanding in either category, skip items 6.a
and 6.b and complete items 7 and 8 below. If NO and your bank has no loans
outstanding in both loan categories, do not complete items 6 through 8.

<TABLE>
<CAPTION>
NUMBER OF
LOANS
<S> <C> <C>
6. REPORT THE TOTAL NUMBER OF LOANS CURRENTLY OUTSTANDING FOR EACH OF THE
FOLLOWING SCHEDULE RC-C, PART I, LOAN CATEGORIES:
6.a. "Loans secured by farmland (including farm residential and other improvements)" in
domestic offices reported in Schedule RC-C, part I, item 1.b, column B (Note: Item 1.b,
column B, divided by the number of loans should NOT exceed $100,000.) N/A
6.b. "Loans to finance agricultural production and other loans to farmers" in domestic offices
reported in Schedule RC-C, part I, item 3, column B (Note: Item 3, column B, divided by
the number of loans should NOT exceed $100,000.) N/A
</TABLE>

<TABLE>
<CAPTION>
(Column B)
(Column A) Amount
Number of Currently
DOLLAR AMOUNTS IN THOUSANDS Loans Outstanding
<S> <C> <C> <C>
7. NUMBER AND AMOUNT CURRENTLY OUTSTANDING OF "LOANS SECURED BY FARMLAND
(INCLUDING FARM RESIDENTIAL AND OTHER IMPROVEMENTS)" IN DOMESTIC OFFICES
REPORTED IN SCHEDULE RC-C, PART I, ITEM 1.B, COLUMN B (SUM OF ITEMS 7.A
THROUGH 7.C MUST BE LESS THAN OR EQUAL TO SCHEDULE RC-C, PART I, ITEM
1.B, COLUMN B):
7.a. With ORIGINAL AMOUNTS of $100,00 or less N/A N/A
7.b. With ORIGINAL AMOUNTS of more than $100,000 through $250,000 N/A N/A
7.c. With ORIGINAL AMOUNTS of more than $250,000 through $500,000 N/A N/A
</TABLE>

-25-
<PAGE> 32

<TABLE>
<S> <C> <C> <C>
8. NUMBER AND AMOUNT CURRENTLY OUTSTANDING OF "LOANS TO FINANCE AGRICULTURAL
PRODUCTION AND OTHER LOANS TO FARMERS" IN DOMESTIC OFFICES REPORTED IN
SCHEDULE RC-C, PART I, ITEM, 3, COLUMN B (SUM OF ITEMS 8.A THROUGH 8.C
MUST BE LESS THAN OR EQUAL TO SCHEDULE RC-C, PART 1, ITEM 3, COLUMN B):
8.a. With ORIGINAL AMOUNTS of $100,000 or less N/A N/A
8.b. With ORIGINAL AMOUNTS of more than $100,000 through $250,000 N/A N/A
8.c. With ORIGINAL AMOUNTS of more than $250,000 through $500,000 N/A N/A
</TABLE>

-26-
<PAGE> 33
SunTrust Bank FFIEC 031
1 PARK PLACE, N.E. Consolidated Report of Condition
ATLANTA, GA 30303 for March 31, 2000
Certificate Number: 867

SCHEDULE RC-D--TRADING ASSETS AND LIABILITIES

Schedule RC-D is to be completed only by banks with $1 billion or more in total
assets or with $2 billion or more in par/notional amount of off-balance sheet
derivative contracts (as reported in Schedule RC-L, items 14.a through 14.e,
columns A through D).

<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN THOUSANDS

<S> <C> <C>
ASSETS
1. U.S. Treasury securities in domestic offices 0
2. U.S. Government agency obligations in domestic offices (exclude mortgage-backed securities) 0
3. Securities issued by states and political subdivisions in the U.S. in domestic offices 5,500
4. MORTGAGE-BACKED SECURITIES (MBS) IN DOMESTIC OFFICES:
4.a. Pass-through securities issued or guaranteed by FNMA, FHLMC, or GNMA 0
4.b. Other mortgage-backed securities issued or guaranteed by FNMA, FHLMC, or GNMA (include
CMOs, REMICs, and stripped MBS) 0
4.c. All other mortgage-backed securities 0
5. Other debt securities in domestic offices 0
6.-8. Not applicable
9. Other trading assets in domestic offices 128,223
10. Trading assets in foreign offices 0
11. REVALUATION GAINS ON INTEREST RATE, FOREIGN EXCHANGE RATE, AND OTHER COMMODITY AND EQUITY
CONTRACTS:
11.a. In domestic offices 0
11.b. In foreign offices 0
12. Total trading assets (sum of items 1 through 11) (must equal Schedule RC, item 5) 133,723

LIABILITIES
13. Liability for short positions 0
14. Revaluation losses on interest rate, foreign exchange rate, and other commodity and
equity contracts 0
15. Total trading liabilities (sum of items 13 and 14) (must equal Schedule RC, item 15.b) 0
</TABLE>

-27-
<PAGE> 34

SunTrust Bank FFIEC 031
1 PARK PLACE, N.E. Consolidated Report of Condition
ATLANTA, GA 30303 for March 31, 2000
Certificate Number: 867

SCHEDULE RC-E--DEPOSIT LIABILITIES

PART I. DEPOSITS IN DOMESTIC OFFICES

<TABLE>
<CAPTION>
Nontransaction
Transaction Accounts Accounts
(Column A) (Column B) (Column C)
Total transaction Memo: Total Total
accounts demand nontransaction
(including deposits accounts
total demand (included in (including
deposits) column A) MMDAs)

DOLLAR AMOUNTS IN THOUSANDS
<S> <C> <C> <C> <C>
DEPOSITS OF:
1. Individuals, partnerships, and
corporations 12,100,210 10,384,652 43,137,593
2. U.S. Government 8,087 8,087 732
3. States and political subdivisions
in the U.S. 1,051,778 412,062 516,212
4. Commercial banks in the U.S. 264,334 264,334 0
5. Other depository institutions in
the U.S. 95,929 95,929 0
6. Banks in foreign countries 66,893 66,893 0
7. Foreign governments and official
institutions (including foreign 0 0 0
central banks)
8. Certified and official checks 63,113 63,113
9. Total (sum of items 1 through 8)
(sum of columns A and C must
equal Schedule RC, item 13.a) 13,650,344 11,295,070 43,654,537
</TABLE>

-28-
<PAGE> 35

MEMORANDA

<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN THOUSANDS
<S> <C> <C>
1. SELECTED COMPONENTS OF TOTAL DEPOSITS (I.E., SUM OF ITEM 9,
COLUMNS A AND C):
1.a. Total Individual Retirement Accounts (IRAs) and Keogh Plan accounts 2,200,644
1.b. Total brokered deposits 2,737,000
1.C. FULLY INSURED BROKERED DEPOSITS (INCLUDED IN MEMORANDUM
ITEM 1.B ABOVE):
1.c.1. Issued in denominations of less than $100,000 0
1.c.2. Issued EITHER in denominations of $100,000 OR in denominations
greater than $100,000 and participated out by the broker in shares of
$100,000 or less 0
1.D. MATURITY DATA FOR BROKERED DEPOSITS:
1.d.1. Brokered deposits issued in denominations of less than $100,000 with a
remaining maturity of one year or less (included in Memorandum
item 1.c.(1) above) 0
1.d.2. Brokered deposits issued in denominations of $100,000 or more with
a remaining maturity of one year or less (included in Memorandum
item 1.b above) 2,737,000
1.e. Preferred deposits (uninsured deposits of states and political
subdivisions in the U.S. reported in item 3 above which are secured or
collateralized as required under state law) (TO BE COMPLETED FOR
THE DECEMBER REPORT ONLY) N/A
2. COMPONENTS OF TOTAL NONTRANSACTION ACCOUNTS (SUM OF
MEMORANDUM ITEMS 2.A THROUGH 2.C MUST EQUAL ITEM 9, COLUMN C ABOVE):
2.A. SAVINGS DEPOSITS:
2.a.1. Money market deposit accounts (MMDAs) 21,019,007
2.a.2. Other savings deposits (excludes MMDAs) 6,674,079
2.b. Total time deposits of less than $100,000 9,526,615
2.c. Total time deposits of $100,000 or more 6,434,836
3. All NOW accounts (included in column A above) 2,355,274
4. NOT APPLICABLE
5. MATURITY AND REPRICING DATA FOR TIME DEPOSITS OF LESS THAN
$100,000:
5.A. TIME DEPOSITS OF LESS THAN $100,000 WITH A REMAINING MATURITY OR
REPRICING FREQUENCY OF:
5.a.1. Three months or less 2,805,670
5.a.2. Over three months through 12 months 4,604,982
5.a.3. Over one year through three years 1,751,521
5.a.4. Over three years 364,442
</TABLE>

-29-
<PAGE> 36

<TABLE>
<S> <C> <C>
5.b. Time deposits of less than $100,000 with a REMAINING MATURITY
of one year or less (included in Memorandum items 5.a.(1) through
5.a.(4) above) 7,289,862
6. MATURITY AND REPRICING DATA FOR TIME DEPOSITS OF $100,000
OR MORE:
6.A. TIME DEPOSITS OF $100,000 OR MORE WITH A REMAINING MATURITY OR
REPRICING FREQUENCY OF:
6.a.1. Three months or less 1,380,881
6.a.2. Over three months through 12 months 4,570,517
6.a.3. Over one year through three years 407,370
6.a.4. Over three years 76,068
6.b. Time deposits of $100,000 or more with a REMAINING MATURITY
of one year or less (included in Memorandum items 6.a.(1) through
6.a.(4) above) 3,257,516

PART II. DEPOSITS IN FOREIGN OFFICES (INCLUDING EDGE AND
AGREEMENT SUBSIDIARIES AND IBFS)
DOLLAR AMOUNTS IN THOUSANDS
DEPOSITS OF:
1. Individuals, partnerships, and corporations 8,966,049
2. U.S. banks (including IBFs and foreign branches of U.S. banks) 0
3. Foreign banks (including U.S. branches and agencies of foreign banks,
including their IBFs) 223,084
4. Foreign governments and official institutions (including foreign central
banks) 0
5. Certified and official checks 0
6. All other deposits 0
7. Total (sum of items 1 through 6) (must equal Schedule RC, item 13.b) 9,189,133

MEMORANDUM
DOLLAR AMOUNTS IN THOUSANDS
1. Time deposits with a remaining maturity of one year or less (included
in Part II, item 7 above) 9,189,133
</TABLE>

-30-
<PAGE> 37

SunTrust Bank FFIEC 031
1 PARK PLACE, N.E. Consolidated Report of Condition
ATLANTA, GA 30303 for March 31, 2000
Certificate Number: 867

SCHEDULE RC-F--OTHER ASSETS

<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN THOUSANDS
<S> <C> <C>
1. Income earned, not collected on loans 395,914
2. Net deferred tax assets 0
3. INTEREST-ONLY STRIPS RECEIVABLE (NOT IN THE FORM OF A SECURITY) ON:
3.a. Mortgage loans 55,703
3.b. Other financial assets 0
4. Other (itemize and describe amounts that exceed 25% of this item) 1,053,524
4.a. 0
4.b. 0
4.c. 0
5. Total (sum of items 1 through 4) (must equal Schedule RC, item 11) 1,505,141

MEMORANDUM
DOLLAR AMOUNTS IN THOUSANDS
1. Deferred tax assets disallowed for regulatory capital purposes 0
</TABLE>

-31-
<PAGE> 38

SunTrust Bank FFIEC 031
1 PARK PLACE, N.E. Consolidated Report of Condition
ATLANTA, GA 30303 for March 31, 2000
Certificate Number: 867

SCHEDULE RC-G--OTHER LIABILITIES

<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN THOUSANDS

<S> <C> <C>
1.a. Interest accrued and unpaid on deposits in domestic offices 125,644
1.b. Other expenses accrued and unpaid (includes accrued income
taxes payable) 564,796
2. Net deferred tax liabilities 234,705
3. Minority interest in consolidated subsidiaries 44,493
4. Other (itemize and describe amounts that exceed 25% of this item) 1,054,495
4.a. A/P FACTORING 441,745
4.b. 0
4.c. 0
5. Total (sum of items 1 through 4) (must equal Schedule RC, item 20) 2,024,133
</TABLE>

-32-
<PAGE> 39

SunTrust Bank FFIEC 031
1 PARK PLACE, N.E. Consolidated Report of Condition
ATLANTA, GA 30303 for March 31, 2000
Certificate Number: 867

SCHEDULE RC-H--SELECTED BALANCE SHEET ITEMS FOR DOMESTIC OFFICES

<TABLE>
<CAPTION>
Domestic
Offices
DOLLAR AMOUNTS IN THOUSANDS
<S> <C> <C>
1. Customers' liability to this bank on acceptances outstanding 174,344
2. Bank's liability on acceptances executed and outstanding 174,344
3. Federal funds sold and securities purchased under agreements to
resell 2,072,086
4. Federal funds purchased and securities sold under agreements to
repurchase 11,104,275
5. Other borrowed money 4,490,808
EITHER
6. Net due from own foreign offices, Edge and Agreement subsidiaries,
and IBFs 0
OR
7. Net due to own foreign offices, Edge and Agreement subsidiaries,
and IBFs 9,025,760
8. Total assets (excludes net due from foreign offices, Edge and
Agreement subsidiaries, and IBFs) 92,979,002
9. Total liabilities (excludes net due to foreign offices, Edge and
Agreement subsidiaries, and IBFs) 76,164,006

IN ITEMS 10-17, REPORT THE AMORTIZED (HISTORICAL) COST OF BOTH HELD-TO-
MATURITY AND AVAILABLE-FOR-SALE SECURITIES IN DOMESTIC OFFICES.
10. U.S. Treasury securities 422,940
11. U.S. Government agency obligations (exclude mortgage-backed
securities) 1,935,282
12. Securities issued by states and political subdivisions in the U.S. 432,289
13. MORTGAGE-BACKED SECURITIES (MBS):
13.A. PASS-THROUGH SECURITIES
13.a.1. Issued or guaranteed by FNMA, FHLMC, or GNMA 2,483,829
13.a.2. Other pass-through securities 539
13.B. OTHER MORTGAGE-BACKED SECURITIES (INCLUDE CMOS, REMICS,
AND STRIPPED MBS):
13.b.1. Issued or guaranteed by FNMA,FHLMC, or GNMA 5,100,253
</TABLE>

-33-
<PAGE> 40

<TABLE>
<S> <C> <C>
13.b.2. All other mortgage-backed securities 51,311
14. Other domestic debt securities 3,133,612
15. Foreign debt securities 3,175
16. EQUITY SECURITIES:
16.a. Investments in mutual funds and other equity securities with readily
determinable fair values 219,939
16.b. All other equity securities 415,298
17. Total amortized (historical) cost of both held-to-maturity and
available-for-sale securities (sum of items 10 through 16) 14,198,467

Memorandum (to be completed only by banks with IBFs and other "foreign"
offices)

DOLLAR AMOUNTS IN THOUSANDS
EITHER
1. Net due from the IBF of the domestic offices of the reporting bank 0
OR
2. Net due to the IBF of the domestic offices of the reporting bank 26,941
</TABLE>

-34-
<PAGE> 41

SunTrust Bank FFIEC 031
1 PARK PLACE, N.E. Consolidated Report of Condition
ATLANTA, GA 30303 for March 31, 2000
Certificate Number: 867

SCHEDULE RC-I--SELECTED ASSETS AND LIABILITIES OF IBFS
TO BE COMPLETED ONLY BY BANKS WITH IBFS AND OTHER "FOREIGN" OFFICES.

<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN THOUSANDS
<S> <C> <C>
1. Total IBF assets of the consolidated bank (component of Schedule RC,
item 12) 513
2. Total IBF loans and lease financing receivables (component of Schedule
RC-C, part I, item 12, column A) 0
3. IBF commercial and industrial loans (component of Schedule RC-C, part
I, item 4, column A) 0
4. Total IBF liabilities (component of Schedule RC, item 21) 27,454
5. IBF deposit liabilities due to banks, including other IBFs (component of
Schedule RC-E, part II, items 2 and 3) 27,390
6. Other IBF deposit liabilities (component of Schedule RC-E, part II. items
1, 4, 5, and 6) 0
</TABLE>

-35-
<PAGE> 42

SunTrust Bank FFIEC 031
1 PARK PLACE, N.E. Consolidated Report of Condition
ATLANTA, GA 30303 for March 31, 2000
Certificate Number: 867

SCHEDULE RC-K--QUARTERLY AVERAGES

<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN THOUSANDS
ASSETS
<S> <C> <C>
1. Interest-bearing balances due from depository institutions 141,532
2. U.S. Treasury securities and U.S. Government agency obligations
(INCLUDING MORTGAGE-BACKED SECURITIES ISSUED OR GUARANTEED BY
FNMA, FHLMC, OR GNMA) 10,250,515
3. Securities issued by states and political subdivisions in the U.S. 440,871
4.a. Other debt securities (INCLUDING MORTGAGE-BACKED SECURITIES NOT
ISSUED OR GUARANTEED BY FNMA, FHLMC, OR GNMA) 3,265,283
4.b. Equity securities (includes investments in mutual funds and Federal 435,106
Reserve stock)
5. Federal funds sold and securities purchased under agreements to
resell 5,070,773
6. LOANS:
6.A. LOANS IN DOMESTIC OFFICES:
6.a.1. Total loans 67,176,919
6.a.2. Loans secured by real estate 31,184,929
6.a.3. Loans to finance agricultural production and other loans to farmers 186,780
6.a.4. Commercial and industrial loans 23,783,960
6.a.5. Loans to individuals for household, family, and other personal
expenditures 9,155,610
6.b. Total loans in foreign offices, Edge and Agreement subsidiaries, and 0
IBFs
7. Trading assets 103,209
8. Lease financing receivables (net of unearned income) 2,069,909
9. Total assets 94,830,454
LIABILITIES
10. Interest-bearing transaction accounts in domestic offices (NOW
accounts, ATS accounts, and telephone and preauthorized transfer
accounts) (exclude demand deposits) 2,223,114
11. NONTRANSACTION ACCOUNTS IN DOMESTIC OFFICES:
11.a. Money market deposit accounts (MMDAs) 20,796,951
11.b. Other savings deposits 6,706,513
11.c. Time deposits of $100,000 or more 5,039,172
</TABLE>

-36-
<PAGE> 43

<TABLE>
<S> <C> <C>
11.d. Time deposits of less than $100,000 9,538,170
12. Interest-bearing deposits in foreign offices, Edge and Agreement
subsidiaries, and IBFs 10,964,348
13. Federal funds purchased and securities sold under agreements to
repurchase 14,322,275
14. Other borrowed money (includes mortgage indebtedness and
obligations under capitalized leases) 5,393,825
</TABLE>

-37-
<PAGE> 44

SunTrust Bank FFIEC 031
1 PARK PLACE, N.E. Consolidated Report of Condition
ATLANTA, GA 30303 for March 31, 2000
Certificate Number: 867

SCHEDULE RC-L--OFF-BALANCE SHEET ITEMS

Please read carefully the instructions for the preparation of Schedule RC-L.
Some of the amounts reported in Schedule RC-L are regarded as volume indicators
and not necessarily as measures of risk.

<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN THOUSANDS
<S> <C> <C>
1. UNUSED COMMITMENTS:
1.a. Revolving, open-end lines secured by 1-4 family residential
properties, e.g., home equity lines 1,831,778
1.b. Credit card lines 0
1.C. COMMERCIAL REAL ESTATE, CONSTRUCTION, AND LAND DEVELOPMENT:
1.c.1. Commitments to fund loans secured by real estate 2,100,799
1.c.2. Commitments to fund loans not secured by real estate 662,827
1.d. Securities underwriting 0
1.e. Other unused commitments 35,482,171
2. Financial standby letters of credit and foreign office guarantees 6,119,657
2.a. Amount of financial standby letters of credit conveyed to others 808,943
3. Performance standby letters of credit and foreign office guarantees 470,545
3.a. Amount of performance standby letters of credit conveyed to others 5,568
4. Commercial and similar letters of credit 143,929
5. Participations in acceptances (as described in the instructions)
conveyed to others by the reporting bank 0
6. Participations in acceptances (as described in the instructions)
acquired by the reporting (nonaccepting) bank 182
7. Securities borrowed 0
8. Securities lent (including customers' securities lent where the
customer is indemnified against loss by the reporting bank) 132,165
9. FINANCIAL ASSETS TRANSFERRED WITH RECOURSE THAT HAVE BEEN
TREATED AS SOLD FOR CALL REPORT PURPOSES:
9.A. FIRST LIEN 1--4 FAMILY RESIDENTIAL MORTGAGE LOANS:
9.a.1. Outstanding principal balance of mortgages transferred as of the
report date 165,195
9.a.2. Amount of recourse exposure on these mortgages as of the report
date 3,225
9.B. OTHER FINANCIAL ASSETS (EXCLUDING SMALL BUSINESS OBLIGATIONS
REPORTED IN ITEM 9.C):
</TABLE>

-38-
<PAGE> 45

<TABLE>
<S> <C> <C>
9.b.1. Outstanding principal balance of assets transferred as of the report
date 253,119
9.b.2. Amount of recourse exposure on these assets as of the report
date 253,119
9.C. SMALL BUSINESS OBLIGATIONS TRANSFERRED WITH RECOURSE UNDER
SECTION 208 OF THE RIEGLE COMMUNITY DEVELOPMENT
AND REGULATORY IMPROVEMENT ACT OF 1994:
9.c.1. Outstanding principal balance of small business obligations
transferred as of the report date 0
9.c.2. Amount of retained recourse on these obligations as of the report
date 0
10. NOTIONAL AMOUNT OF CREDIT DERIVATIVES:
10.a. Credit derivatives on which the reporting bank is the guarantor 0
10.b. Credit derivatives on which the reporting bank is the beneficiary 0
11. Spot foreign exchange contracts 221,361
12. All other off-balance sheet liabilities (exclude off-balance sheet
derivatives ) (itemize and describe each component of this item over
25% of Schedule RC, item 28, "Total equity capital") 1,526,246

12.a. 1,526,246
12.b. 0
12.c. 0
12.d. 0
13. All other off-balance sheet assets (exclude off-balance sheet
derivatives) (itemize and describe each component of this item over 25%
of Schedule RC, item 28, "Total equity capital") 0
13.a. 0
13.b. 0
13.c. 0
13.d. 0
</TABLE>

<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN THOUSANDS (Column B) (Column C) (Column D)
Off-balance Sheet (Column A) Foreign Equity Commodity
Derivatives Position Indicators Interest Rate Exchange Derivative and Other
Contracts Contracts Contracts Contracts
<S> <C> <C> <C> <C> <C>
14. GROSS AMOUNTS (E.G., NOTIONAL
AMOUNTS) (FOR EACH COLUMN,
SUM OF ITEMS 14.A THROUGH 14.E
MUST EQUAL SUM OF ITEMS 15,
16.A, AND 16.B):
14.a. Futures Contracts 1,419,000 0 0 0
14.b. Forward contracts 1,734,783 1,557,420 0 0
14.C. EXCHANGE-TRADED OPTION CONTRACTS:
14.c.1. Written options 0 0 0 0
</TABLE>

-39-
<PAGE> 46

<TABLE>
<S> <C> <C> <C> <C> <C>
14.c.2. Purchased options 0 0 0 0
14.D. OVER-THE-COUNTER OPTION CONTRACTS:
14.d.1. Written options 3,359,828 34,327 293,530 0
14.d.2. Purchased options 3,911,578 34,327 293,530 0
14.e. Swaps 21,376,437 140,489 53,546 20,000
15. Total gross notional amount of derivative
contracts held for trading 0 0 0 0
16. GROSS NOTIONAL AMOUNT OF DERIVATIVE
CONTRACTS HELD FOR PURPOSES OTHER THAN
TRADING:
16.a. Contracts marked to market 28,666,898 1,740,248 640,606 20,000
16.b. Contracts not marked to market 3,134,728 26,315 0 0
16.c. Interest rate swaps where the bank has
agreed to pay a fixed rate 11,972,245
17. GROSS FAIR VALUES OF DERIVATIVE CONTRACTS:
17.A. CONTRACTS HELD FOR TRADING:
17.a.1. Gross positive fair value 0 0 0 0
17.a.2. Gross negative fair value 0 0 0 0
17.B. CONTRACTS HELD FOR PURPOSES OTHER THAN
TRADING THAT ARE MARKED TO MARKET:
17.b.1. Gross positive fair value 436,110 29,487 37,611 0
17.b.2. Gross negative fair value 397,827 22,048 36,614 501
17.C. CONTRACTS HELD FOR PURPOSES OTHER THAN
TRADING THAT ARE NOT MARKED TO MARKET:
17.c.1. Gross positive fair value 16,504 1,101 0 0
17.c.2. Gross negative fair value 15,124 0 0 0
</TABLE>

-40-
<PAGE> 47

MEMORANDA

<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN THOUSANDS
<S> <C> <C>
1.-2. NOT APPLICABLE
3. Unused commitments with an original maturity exceeding one year
that are reported in Schedule RC-L, items 1.a through 1.e, above
(report only the unused portions of commitments that are fee paid
or otherwise legally binding) 24,092,518
3.a. Participations in commitments with an original maturity exceeding
one year conveyed to others 1,039,139
4. To be completed only by banks with $1 billion or more in total assets: 50,597
Standby letters of credit and foreign office guarantees (both
financial and performance) issued to non-U.S. addressees
(domicile) included in Schedule RC-L, items 2 and 3, above
5. LOANS TO INDIVIDUALS FOR HOUSEHOLD, FAMILY, OR OTHER PERSONAL
EXPENDITURES THAT HAVE BEEN SECURITIZED AND SOLD (WITH
SERVICING RETAINED), AMOUNTS OUTSTANDING BY TYPE OF LOAN:
5.a. Loans to purchase private passenger automobiles (TO BE
COMPLETED FOR THE SEPTEMBER REPORT ONLY) N/A
5.b. Credit cards and related plans (TO BE COMPLETED
QUARTERLY) 0
5.c. All other consumer credit (including mobile home loans) (TO BE
COMPLETED FOR THE SEPTEMBER REPORT ONLY) N/A
</TABLE>

-41-
<PAGE> 48

SunTrust Bank FFIEC 031
1 PARK PLACE, N.E. Consolidated Report of Condition
ATLANTA, GA 30303 for March 31, 2000
Certificate Number: 867

SCHEDULE RC-M--MEMORANDA

<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN THOUSANDS

<S> <C> <C>
1. EXTENSIONS OF CREDIT BY THE REPORTING BANK TO ITS EXECUTIVE
OFFICERS, DIRECTORS, PRINCIPAL SHAREHOLDERS, AND THEIR RELATED
INTERESTS AS OF THE REPORT DATE:
1.a. Aggregate amount of all extensions of credit to all executive
officers, directors, principal shareholders, and their related
interests 1,213,105
1.b. Number of executive officers, directors, and principal
shareholders to whom the amount of all extensions of credit by
the reporting bank (including extensions of credit to related
interests) equals or exceeds the lesser of $500,000 or 5 percent
of total capital as defined for this purpose in agency regulations 9
2. Federal funds sold and securities purchased under agreements to
resell with U.S. branches and agencies of FOREIGN BANKS (included
in Schedule RC, item 3) 0
3. Not applicable
4. OUTSTANDING PRINCIPAL BALANCE OF 1-4 FAMILY RESIDENTIAL MORTGAGE
LOANS SERVICED FOR OTHERS (INCLUDE BOTH RETAINED SERVICING AND
PURCHASED SERVICING):
4.a. Mortgages serviced under a GNMA contract 3,092,297
4.B. MORTGAGES SERVICED UNDER A FHLMC CONTRACT:
4.b.1. Serviced with recourse to servicer 17,126
4.b.2. Serviced without recourse to servicer 7,714,282
4.C. MORTGAGES SERVICED UNDER A FNMA CONTRACT
4.c.1. Serviced under a regular option contract 44,912
4.c.2. Serviced under a special option contract 8,846,087
4.d. Mortgages serviced under other servicing contracts 19,882,460
5. TO BE COMPLETED ONLY BY BANKS WITH $1 BILLION OR MORE IN
TOTAL ASSETS:
CUSTOMERS' LIABILITY TO THIS BANK ON ACCEPTANCES
OUTSTANDING (SUM OF ITEMS 5.A AND 5.B MUST EQUAL SCHEDULE
RC, ITEM 9):
5.a. U.S. addressees (domicile) 174,255
5.b. Non-U.S. addressees (domicile) 89
6. INTANGIBLE ASSETS:
6.A. MORTGAGE SERVICING ASSETS 270,342
</TABLE>

-42-
<PAGE> 49

<TABLE>
<S> <C> <C>
6.a.1. Estimated fair value of mortgage servicing assets 383,774
6.B. OTHER IDENTIFIABLE INTANGIBLE ASSETS:
6.b.1. PURCHASED CREDIT CARD RELATIONSHIPS AND NONMORTGAGE
SERVICING ASSETS 0
6.b.2. All other identifiable intangible assets 25,752
6.c. Goodwill 273,726
6.d. Total (sum of items 6.a, 6.b.(1), 6.b.(2), and 6.c) (must equal
Schedule RC, item 10) 569,820
6.e. Amount of intangible assets (included in item 6.b.(2) above) that
have been grandfathered or are otherwise qualifying for
regulatory capital purposes 0
7. Mandatory convertible debt, net of common or perpetual
preferred stock dedicated to redeem the debt 0
8.A. OTHER REAL ESTATE OWNED:
8.a.1. Direct and indirect investments in real estate ventures 0
8.A.2. ALL OTHER REAL ESTATE OWNED:
8.a.2.a. Construction and land development in domestic offices 4,331
8.a.2.b. Farmland in domestic offices 345
8.a.2.c. 1-4 family residential properties in domestic offices 17,673
8.a.2.d. Multifamily (5 or more) residential properties in domestic offices 0
8.a.2.e. Nonfarm nonresidential properties in domestic offices 14,947
8.a.2.f. In Foreign Offices 0
8.a.3. Total (sum of items 8.a.(1) and 8.a.(2)) (must equal Schedule
RC, item 7) 37,296
8.B. INVESTMENTS IN UNCONSOLIDATED SUBSIDIARIES AND ASSOCIATED
COMPANIES:
8.b.1. Direct and indirect investments in real estate ventures 0
8.b.2. All other investments in unconsolidated subsidiaries
and associated companies 0
8.b.3. Total (sum of items 8.b.(1) and 8.b.(2)) (must equal Schedule
RC, item 8) 0
9. Noncumulative perpetual preferred stock and related surplus
included in Schedule RC, item 23, "Perpetual preferred stock
and related surplus" 0
10. MUTUAL FUND AND ANNUITY SALES DURING THE QUARTER (INCLUDE
PROPRIETARY, PRIVATE LABEL, AND THIRD PARTY PRODUCTS):
10.a. Money market funds 2,312,456
10.b. Equity securities funds 286,952
10.c. Debt securities funds 26,088
10.d. Other mutual funds 125,597
10.e. Annuities 183,990
10.f. Sales of proprietary mutual funds and annuities (included in
items 10.a through 10.e above) 2,175,146
</TABLE>

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<PAGE> 50

<TABLE>
<S> <C> <C>
11. Net unamortized realized deferred gains (losses) on off-balance
sheet derivative contracts included in assets and liabilities
reported in Schedule RC 0
12. Amount of assets netted against nondeposit liabilities and
deposits in foreign offices (other than insured branches in Puerto
Rico and U.S. territories and possessions) on the balance sheet
(Schedule RC) in accordance with generally accepted
accounting principles 0
13. Outstanding principal balance of loans other than 1-4 family
residential mortgage loans that are serviced for others (to be
completed if this balance is more than $10 million and exceeds
ten percent of total assets) 0
</TABLE>

MEMORANDUM

<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN THOUSANDS
<S> <C> <C>
1. Reciprocal holdings of banking organizations' capital instruments
(TO BE FOR THE DECEMBER REPORT ONLY) N/A
</TABLE>

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<PAGE> 51

SunTrust Bank FFIEC 031
1 PARK PLACE, N.E. Consolidated Report of Condition
ATLANTA, GA 30303 for March 31, 2000
Certificate Number: 867

SCHEDULE RC-N--PAST DUE AND
NONACCRUAL LOANS, LEASES, AND OTHER
ASSETS
The FFIEC regards the information reported in all of Memorandum item 1, in
items 1 through 10, column A, and in Memorandum items 2 through 4, column A, as
confidential.

<TABLE>
<CAPTION>
(Column B)
Past Due 90
days or more
and still (Column C)
DOLLAR AMOUNTS IN THOUSANDS accruing Nonaccrual
<S> <C> <C> <C>
1. LOANS SECURED BY REAL ESTATE:
1.a. To U.S. addressees (domicile) 38,529 121,609
1.b. To non-U.S. addressees (domicile) 55 124
2. LOANS TO DEPOSITORY INSTITUTIONS AND ACCEPTANCES OF OTHER
BANKS:
2.a. To U.S. banks and other U.S. depository institutions 0 0
2.b. To foreign banks 0 2,633
3. Loans to finance agricultural production and other loans to
farmers 55 1,778
4. COMMERCIAL AND INDUSTRIAL LOANS:
4.a. To U.S. addressees (domicile) 42,524 127,839
4.b. To non-U.S. addressees (domicile) 1,684 0
5. LOANS TO INDIVIDUALS FOR HOUSEHOLD, FAMILY, AND OTHER
PERSONAL EXPENDITURES:
5.a. Credit cards and related plans 162 374
5.b. Other (includes single payment, installment, and all
student loans) 105,218 26,809
6. Loans to foreign governments and official institutions 0 0
7. All other loans 1,783 2,599
8. LEASE FINANCING RECEIVABLES:
8.a. Of U.S. addressees (domicile) 1,367 168
8.b. Of non-U.S. addressees (domicile) 0 0
9. Debt securities and other assets (exclude other real estate
owned and other repossessed assets) 0 0
</TABLE>

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<PAGE> 52

Amounts reported in items 1 through 8 above include guaranteed and unguaranteed
portions of past due and nonaccrual loans and leases. Report in item 10 below
certain guaranteed loans and leases that have already been included in the
amounts reported in items 1 through 8.

<TABLE>

<S> <C> <C> <C>
10. Loans and leases reported in items 1 through 8 above which
are wholly or partially guaranteed by the U.S. Government 13,733 1,897
10.a. Guaranteed portion of loans and leases included in item 10
above 11,742 1,751
</TABLE>

<TABLE>
<CAPTION>
(Column B)
Past Due 90
days or more
MEMORANDA and still (Column C)
DOLLAR AMOUNTS IN THOUSANDS accruing Nonaccrual
<S> <C> <C> <C>
2. Loans to finance commercial real estate, construction, and
land development activities (NOT SECURED BY REAL ESTATE)
included in Schedule RC-N, items 4 and 7 above 2,073 2,466
3. LOANS SECURED BY REAL ESTATE IN DOMESTIC
OFFICES (INCLUDED IN SCHEDULE
RC-N, ITEM 1, ABOVE):
3.a. Construction and land development 2,629 4,940
3.b. Secured by farmland 0 1,389
3.C. SECURED BY 1-4 FAMILY RESIDENTIAL PROPERTIES:
3.c.1. Revolving, open-end loans secured by 1-4 family residential
properties and extended under lines of credit 1,424 1,412
3.c.2. All other loans secured by 1-4 family residential properties 13,295 77,742
3.d. Secured by multifamily (5 or more) residential properties 922 584
3.e. Secured by nonfarm nonresidential properties 20,314 35,666
</TABLE>

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<PAGE> 53

<TABLE>
<CAPTION>
(Column B)
Past Due 90
days or more
<S> <C> <C>
4. INTEREST RATE, FOREIGN EXCHANGE RATE, AND OTHER COMMODITY AND
EQUITY CONTRACTS:
4.a. Book value of amounts carried as assets 0
4.b. Replacement cost of contracts with a positive replacement cost 0
</TABLE>

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<PAGE> 54

SunTrust Bank FFIEC 031
1 PARK PLACE, N.E. Consolidated Report of Condition
ATLANTA, GA 30303 for March 31, 2000
Certificate Number: 867

SCHEDULE RC-O--OTHER DATA FOR DEPOSIT INSURANCE AND FICO ASSESSMENTS

<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN THOUSANDS
<S> <C> <C>
1. UNPOSTED DEBITS (SEE INSTRUCTIONS):
1.a. Actual amount of all unposted debits: 0
OR
1.B. SEPARATE AMOUNT OF ALL UNPOSTED DEBITS:
1.b.1. Actual amount of unposted debits to demand deposits 0
1.b.2. Actual amount on unposted debits to time and savings deposits 0
2. UNPOSTED CREDITS (SEE INSTRUCTIONS):
2.a. Actual amount of all unposted credits 0
OR
2.B. SEPARATE AMOUNT OF UNPOSTED CREDITS:
2.b.1. Actual amount of unposted credits to demand deposits 0
2.b.2. Actual amount on unposted credits to time and savings deposits 0
3. Uninvested trust funds (cash) held in bank's own trust department (not included in
total deposits in domestic offices) 0
4. DEPOSITS OF CONSOLIDATED SUBSIDIARIES IN DOMESTIC OFFICES AND IN INSURED BRANCHES
IN PUERTO RICO AND U.S. TERRITORIES AND POSSESSIONS (NOT INCLUDED IN TOTAL
DEPOSITS):
4.a. Demand deposits of consolidated subsidiaries 0
4.b. Time and savings deposits of consolidated subsidiaries 0
4.c. Interest accrued and unpaid on deposits of consolidated subsidiaries 0
5. DEPOSITS IN INSURED BRANCHES IN PUERTO RICO AND U.S. TERRITORIES AND POSSESSIONS:
5.a. Demand deposits in insured branches (included in Schedule RC-E, part II) 0
5.b. Time and savings deposits in insured branches (included in Schedule RC-E, part II) 0
5.c. Interest accrued and unpaid on deposits in insured branches (included in Schedule
RC-G, item 1.b) 0
6. RESERVE BALANCES ACTUALLY PASSED THROUGH TO THE FEDERAL RESERVE BY THE REPORTING
BANK ON BEHALF OF ITS RESPONDENT DEPOSITORY INSTITUTIONS THAT ARE
ALSO REFLECTED AS DEPOSIT LIABILITIES OF THE REPORTING BANK:
</TABLE>

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<PAGE> 55

<TABLE>
<S> <C> <C>
6.a. Amount reflected in demand deposits (included in Schedule RC-E, Part I, item 4 or
5, column B) 0
6.b. Amount reflected in time and savings deposits (included in Schedule RC-E, Part I,
item 4 or 5, column A or C, but not column B) 0
7. UNAMORTIZED PREMIUMS AND DISCOUNTS ON TIME AND SAVINGS DEPOSITS:
7.a. Unamortized premiums 25,097
7.b. Unamortized discounts 0
8. TO BE COMPLETED BY BANKS WITH "OAKAR DEPOSITS."
8.A. DEPOSITS PURCHASED OR ACQUIRED FROM OTHER FDIC-INSURED
INSTITUTIONS DURING THE QUARTER (EXCLUDE DEPOSITS PURCHASED OR
ACQUIRED FROM FOREIGN OFFICES OTHER THAN INSURED BRANCHES IN
PUERTO RICO AND U.S. TERRITORIES AND POSSESSIONS):
8.a.1. Total deposits purchased or acquired from other FDIC-insured institutions during
the quarter 0
8.a.2. Amount of purchased or acquired deposits reported in item 8.a.(1) above
attributable to a secondary fund (i.e., BIF members report deposits attributable to
SAIF; SAIF members report deposits attributable to BIF) 0
8.b. Total deposits sold or transferred to other FDIC-insured institutions during the
quarter (exclude sales or transfers by the reporting bank of deposits in foreign
offices other than insured branches in Puerto Rico and U.S. territories and
possessions) 0
9. DEPOSITS IN LIFELINE ACCOUNTS
10. Benefit-responsive "Depository Institution Investment Contracts" (included in total
deposits in domestic offices) 0
11. ADJUSTMENTS TO DEMAND DEPOSITS IN DOMESTIC OFFICES AND IN INSURED
BRANCHES IN PUERTO RICO AND U.S. TERRITORIES AND POSSESSIONS
REPORTED IN SCHEDULE RC-E FOR CERTAIN RECIPROCAL DEMAND BALANCES:
11.a. Amount by which demand deposits would be reduced if the reporting bank's reciprocal
demand balances with the domestic offices of U.S. banks and savings associations
and insured branches in Puerto Rico and U.S. territories and possessions that were
reported on a gross basis in Schedule RC-E had been reported on a net basis 0
11.b. Amount by which demand deposits would be increased if the reporting bank's
reciprocal demand balances with foreign banks and foreign offices of other U.S.
banks (other than insured branches in Puerto Rico and U.S. territories and
possessions) that were reported on a net basis in Schedule RC-E had been reported
on a gross basis 0
</TABLE>

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<PAGE> 56

<TABLE>
<S> <C> <C>
11.c. Amount by which demand deposits would be reduced if cash items in process of
collection were included in the calculation of the reporting bank's net reciprocal
demand balances with the domestic offices of U.S. banks and savings associations
and insured branches in Puerto Rico and U.S. territories and possessions in
Schedule RC-E 0
12. AMOUNT OF ASSETS NETTED AGAINST DEPOSIT LIABILITIES IN DOMESTIC
OFFICES AND IN INSURED BRANCHES IN PUERTO RICO AND U.S.
TERRITORIES AND POSSESSIONS ON THE BALANCE SHEET (SCHEDULE RC) IN
ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (EXCLUDE
AMOUNTS RELATED TO RECIPROCAL DEMAND BALANCES):
12.a. Amount of assets netted against demand deposits 0
12.b. Amount of assets netted against time and savings deposits 0
</TABLE>

MEMORANDA (TO BE COMPLETED EACH QUARTER EXCEPT AS NOTED)

<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN THOUSANDS
<S> <C> <C>
1. TOTAL DEPOSITS IN DOMESTIC OFFICES OF THE BANK (SUM OF MEMORANDUM
ITEMS 1.A.(1) AND 1.B.(1) MUST EQUAL SCHEDULE RC, ITEM 13.A):
1.A. DEPOSIT ACCOUNTS OF $100,000 OR LESS:
1.a.1. Amount of deposit accounts of $100,000 or less 34,197,636
NUMBER
1.a.2. Number of deposit accounts of $100,000 or less
(TO BE COMPLETED FOR THE JUNE REPORT ONLY) N/A
1.b. Deposit accounts of more than $100,000:
1.b.1. Amount of deposit accounts of more than $100,000 23,107,245
NUMBER
1.b.2. Number of deposit accounts of more than $100,000 72,796
2. ESTIMATED AMOUNT OF UNINSURED DEPOSITS IN DOMESTIC
OFFICES OF THE BANK:
2.a. An estimate of your bank's uninsured deposits can be determined by
multiplying the number of deposit accounts of more than $100,000
reported in Memorandum item 1.b.(2) above by $100,000 and subtracting
the result from the amount of deposit accounts of more than $100,000
reported in Memorandum item 1.b.(1) above.

YES/NO
Indicate in the appropriate box at the right whether your bank has
a method or procedure for determining a better estimate of NO
uninsured deposits than the estimate described above
</TABLE>

-50-
<PAGE> 57

<TABLE>
<S> <C> <C>
2.b. If the box marked YES has been checked, report the estimate of uninsured deposits
determined by using your bank's method or procedure 0
3. Has the reporting institution been consolidated with a parent bank
or savings association in that parent bank's or parent savings
association's Call Report or Thrift Financial Report? If so,
report the legal title and FDIC Certificate Number of the parent
bank or parent savings association:
FDIC CERT
NO.
0
</TABLE>

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<PAGE> 58

SunTrust Bank FFIEC 031
1 PARK PLACE, N.E. Consolidated Report of Condition
ATLANTA, GA 30303 for March 31, 2000
Certificate Number: 867

SCHEDULE RC-R--REGULATORY CAPITAL

This schedule must be completed by all banks as follows: Banks that reported
total assets of $1 billion or more in Schedule RC, item 12, for June 30, 1999,
must complete items 2 through 9 and Memoranda items 1 and 2. BANKS WITH ASSETS
OF LESS THAN $1 BILLION MUST COMPLETE ITEMS 1 THROUGH 3 BELOW OR SCHEDULE RC-R
IN ITS ENTIRETY, DEPENDING ON THEIR RESPONSE TO ITEM 1 BELOW.

1. TEST FOR DETERMINING THE EXTENT TO WHICH SCHEDULE RC-R MUST BE
COMPLETED. TO BE COMPLETED ONLY BY BANKS WITH TOTAL ASSETS OF YES/NO
LESS THAN $1 BILLION. Indicate in the appropriate box at the right N/A
whether the bank has total capital greater than or equal to eight
percent of adjusted total assets

For purposes of this test, adjusted total assets equals total assets less
cash, U.S. Treasuries, U.S. Government agency obligations, and 80 percent
of U.S. Government-sponsored agency obligations plus the allowance for loan
and lease losses and selected off-balance sheet items as reported on
Schedule RC-L (see instructions). If the box marked YES has been checked,
then the bank only has to complete items 2 and 3 below. If the box marked
NO has been checked, the bank must complete the remainder of this schedule.
A NO response to item 1 does not necessarily mean that the bank's actual
risk-based capital ratio is less than eight percent or that the bank is not
in compliance with the risk-based capital guidelines.

NOTE: ALL BANKS ARE REQUIRED TO COMPLETE ITEMS 2 AND 3 BELOW. SEE OPTIONAL
WORKSHEET FOR ITEMS 3.A THROUGH 3.F.

<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN THOUSANDS
<S> <C> <C>
2. PORTION OF QUALIFYING LIMITED-LIFE CAPITAL INSTRUMENTS (ORIGINAL
WEIGHTED AVERAGE MATURITY OF AT LEAST FIVE YEARS) THAT IS INCLUDIBLE
IN TIER 2 CAPITAL:
2.a. Subordinated debt and intermediate term preferred stock 945,000
2.b. Other limited-life capital instruments 0
3. AMOUNTS USED IN CALCULATING REGULATORY CAPITAL RATIOS (REPORT AMOUNTS DETERMINED BY
THE BANK FOR ITS OWN INTERNAL REGULATORY CAPITAL ANALYSES CONSISTENT
WITH APPLICABLE CAPITAL STANDARDS):
3.a.1. Tier 1 capital 7,002,596
3.a.2. Tier 2 capital 2,335,442
</TABLE>

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<PAGE> 59

<TABLE>
<S> <C> <C>
3.a.3. Tier 3 capital 0
3.b. Total risk-based capital 9,338,038
3.c. Excess allowance for loan and lease losses (amount that exceeds 1.25% of gross 0
risk-weighted assets)
3.d.1. Net risk-weighted assets (gross risk-weighted assets, INCLUDING
MARKET RISK EQUIVALENT ASSETS, less excess allowance reported in item
3.c above and all other deductions) 86,118,362
3.d.2. Market risk equivalent assets (INCLUDED IN ITEM 3.D.(1) ABOVE) 0
3.e. Maximum contractual dollar amount of recourse exposure in low level recourse
transactions (to be completed only if the bank uses the "direct reduction method" to
report these transactions in Schedule RC-R) 1,585
3.f. "Average total assets" (quarterly average reported in Schedule RC-K, item 9, less all
assets deducted from Tier 1 capital) 94,530,976
</TABLE>

<TABLE>
<CAPTION>
ITEMS 4-9 AND MEMORANDA ITEMS 1 AND 2 ARE (Column A) (Column B)
TO BE COMPLETED BY BANKS THAT ANSWERED NO Assets Credit
TO ITEM 1 ABOVE AND BY BANKS WITH TOTAL Recorded Equivalent
ASSETS OF $1 BILLION OR MORE. on the Amount of
Balance Off-
Sheet Balance
Sheet Items
<S> <C> <C> <C>
4. ASSETS AND CREDIT EQUIVALENT AMOUNTS OF OFF-
BALANCE SHEET ITEMS ASSIGNED TO THE ZERO
PERCENT RISK CATEGORY:
4.a. Assets recorded on the balance sheet 2,063,559
4.b. Credit equivalent amount of off-balance sheet items 771
5. ASSETS AND CREDIT EQUIVALENT AMOUNTS OF OFF-BALANCE SHEET
ITEMS ASSIGNED TO THE 20 PERCENT RISK CATEGORY:
5.a. Assets recorded on the balance sheet 17,351,952
5.b. Credit equivalent amount of off-balance sheet items 1,806,142
6. ASSETS AND CREDIT EQUIVALENT AMOUNTS OF OFF-BALANCE SHEET
ITEMS ASSIGNED TO THE 50 PERCENT RISK CATEGORY:
6.a. Assets recorded on the balance sheet 18,878,694
6.b. Credit equivalent amount of off-balance sheet items 1,560,454
7. ASSETS AND CREDIT EQUIVALENT AMOUNTS OF OFF-BALANCE SHEET
ITEMS ASSIGNED TO THE 100 PERCENT RISK CATEGORY:
7.a. Assets recorded on the balance sheet 54,560,451
</TABLE>

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<PAGE> 60

<TABLE>
<S> <C> <C> <C>
7.b. Credit equivalent amount of off-balance sheet items 16,970,773
8. On-balance sheet asset values excluded from and deducted in
the calculation of the risk-based capital ratio 1,145,944
9. Total assets recorded on the balance sheet (sum of items 4.a,
5.a, 6.a, 7.a, and 8, column A) (must equal Schedule RC, item
12 plus items 4.b and 4.c) 94,000,600
</TABLE>

MEMORANDA
<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN THOUSANDS
<S> <C> <C>
1. Current credit exposure across all off-balance sheet derivative
contracts covered by the risk-based capital standards 520,813
</TABLE>

<TABLE>
<CAPTION>
With a remaining maturity of
(Column B)
Notional principal amounts of off- (Column A) Over one year (Column C)
balance sheet derivative One year or through five Over five
2. contracts: less years years
<S> <C> <C> <C> <C>
2.a. Interest rate contracts 6,410,539 13,046,230 7,566,029
2.b. Foreign exchange contracts 1,288,501 336,561 0
2.c. Gold contracts 0 0 0
2.d. Other precious metals contracts 0 0 0
2.e. Other commodity contracts 0 0 0
2.f. Equity derivative contracts 33,132 313,944 0
</TABLE>

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<PAGE> 61

SunTrust Bank FFIEC 031
1 PARK PLACE, N.E. Special Report - Loans to Officers
ATLANTA, GA 30303 for March 31, 2000
Certificate Number: 867

SPECIAL REPORT - LOANS TO EXECUTIVE OFFICERS (Complete as of each Call Report
Date)
The following information is required by Public Laws 90-44 and 102-242, but
does not constitute a part of the Report of Condition. With each Report of
Condition, these Laws require all banks to furnish a report of all loans or
other extensions of credit to their executive officers made SINCE THE DATE OF
THE PREVIOUS REPORT OF CONDITION. Data regarding individual loans or other
extensions of credit are not required. If no such loans or other extensions of
credit were made during the period, insert "none" against subitem (a). (Exclude
the first $15,000 of indebtedness of each executive officer under bank credit
card plan.) SEE SECTIONS 215.2 AND 215.3 OF TITLE 12 OF THE CODE OF FEDERAL
REGULATIONS (FEDERAL RESERVE BOARD REGULATION O) FOR THE DEFINITIONS OF
"EXECUTIVE OFFICER" AND "EXTENSION OF CREDIT," RESPECTIVELY. EXCLUDE LOANS AND
OTHER EXTENSIONS OF CREDIT TO DIRECTORS AND PRINCIPAL SHAREHOLDERS WHO ARE NOT
EXECUTIVE OFFICERS.

a. Number of loans made to executive officers since the previous Call
Report date 0
b. Total dollar amount of above loans (in thousands of dollars) 0

c. Range of interest charged on above
loans (example: 9 3/4% = 9.75) 0.00% 0.00%

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<PAGE> 62

SunTrust Bank FFIEC 031
1 PARK PLACE, N.E. Consolidated Report of Condition
ATLANTA, GA 30303 for March 31, 2000
Certificate Number: 867

OPTIONAL NARRATIVE STATEMENT CONCERNING THE AMOUNTS REPORTED IN THE REPORTS OF
CONDITION AND INCOME
The management of the reporting bank may, if it wishes, submit a brief narrative
statement on the amounts reported in the Reports of Condition and Income. This
optional statement will be made available to the public, along with the publicly
available data in the Reports of Condition and Income, in response to any
request for individual bank report data. However, the information reported in
column A and in all of memorandum item 1 of Schedule RC-N is regarded as
confidential and will not be released to the public. BANKS CHOOSING TO SUBMIT
THE NARRATIVE STATEMENT SHOULD ENSURE THAT THE STATEMENT DOES NOT CONTAIN THE
NAMES OR OTHER IDENTIFICATIONS OF INDIVIDUAL BANK CUSTOMERS, REFERENCES TO THE
AMOUNTS REPORTED IN THE CONFIDENTIAL ITEMS IN SCHEDULE RC-N, OR ANY OTHER
INFORMATION THAT THEY ARE NOT WILLING TO HAVE MADE PUBLIC OR THAT WOULD
COMPROMISE THE PRIVACY OF THEIR CUSTOMERS. Banks choosing not to make a
statement may check the "No comment" box below and should make no entries of any
kind in the space provided for the narrative statement; i.e., DO NOT enter in
this space such phrases as "No statement," "Not applicable," "N/A," "No
comment," and "None".

The optional statement must be entered on this sheet. The statement should not
exceed 100 words. Further, regardless of the number of words, the statement
must not exceed 750 characters, including punctuation, indentation, and
standard spacing between words and sentences. If any submission should exceed
750 characters, as defined, it will be truncated at 750 characters with no
notice to the submitting bank and the truncated statement will appear as the
bank's statement both on agency computerized records and in computer-file
releases to the public.

All information furnished by the bank in the narrative statement must be
accurate and not misleading. Appropriate efforts shall be taken by the
submitting bank to ensure the statement's accuracy. The statement must be
signed, in the space provided below, by a senior officer of the bank who
thereby attests to its accuracy.

If, subsequent to the original submission, material changes are submitted for
the data reported in the Reports of Condition and Income, the existing narrative
statement will be deleted from the files, and from disclosure; the bank, at its
option, may replace it with a statement, under signature, appropriate to the
amended data.

The optional narrative statement will appear in agency records and in release
to the public exactly as submitted (or amended as described in the preceding
paragraph) by the management of the bank (except for the truncation of
statements exceeding the 750-character limit described above). THE STATEMENT
WILL NOT BE EDITED OR SCREENED IN ANY WAY BY THE SUPERVISORY AGENCIES FOR
ACCURACY OR RELEVANCE. DISCLOSURE OF THE STATEMENT SHALL NOT SIGNIFY THAT ANY
FEDERAL SUPERVISORY

-56-
<PAGE> 63

AGENCY HAS VERIFIED OR CONFIRMED THE ACCURACY OF THE INFORMATION CONTAINED
THEREIN. A STATEMENT TO THIS EFFECT WILL APPEAR ON ANY PUBLIC RELEASE OF THE
OPTIONAL STATEMENT SUBMITTED BY THE MANAGEMENT OF THE REPORTING BANK.

No Comment
BANK MANAGEMENT STATEMENT (PLEASE PRINT OR TYPE CLEARLY):

-57-