Smithfield Capital Trust I S3 Shelf registration | SEC 20 Jun 03

EXHIBIT 25.1

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)

303 Peachtree Street

30th Floor

Atlanta, Georgia

(Address of principal executive offices)

30308

(Zip Code)

58-0466330

(I.R.S. employer identification no.)

Jack Ellerin

SunTrust Bank

25 Park Place, N.E.

24th Floor

Atlanta, Georgia 30303-2900

(404) 588-7296

(Name, address and telephone number of agent for service)

Smithfield Foods, Inc.

Virginia

(State or other jurisdiction of

incorporation or organization)

52-0845861

(IRS employer identification no.)

200 Commerce Street

Smithfield, Virginia

(Address of principal executive offices)

23430

(Zip Code)

Senior Debt Securities

Subordinated Debt Securities

Guarantee of Smithfield Capital Trust I % Trust Preferred Securities

pursuant to Registration Statement No. -

(Title of the indenture securities)

General information.

Furnish the following information as to the trustee-

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

Department of Banking and Finance,

State of Georgia

2990 Brandywine Road, Suite 200

Atlanta, Georgia 30341-5565

Federal Reserve Bank of Atlanta

1000 Peachtree Street, N.E.

Atlanta, Georgia 30309-4470

Federal Deposit Insurance Corporation

550 17^th Street, N.W.

Washington, D.C. 20429-9990

Whether it is authorized to exercise corporate trust powers.

Yes.

Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

3-12

No responses are included for Items 3 through 12. Responses to those Items are not required because, as provided in General Instruction B and as set forth in Item 13(b), the obligor is not in default on any securities issued under indentures under which SunTrust Bank is a trustee.

13.

Defaults by the Obligor.

(a)

State whether there is or has been a default with respect to the securities under this indenture. Explain the nature of any such default.

There is not and has not been any default under this indenture.

(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, identify the indenture or series affected, and explain the nature of any such default.

There has not been any such default.

14-15

No responses are included for Items 14 and 15. Responses to those Items are not required because, as provided in General Instruction (b) to Item 13, the obligor is not in

default on any securities issued under indentures under which SunTrust Bank is a trustee.

16.

List of Exhibits.

List below all exhibits filed as a part of this statement of eligibility; exhibits identified in parentheses are filed 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.

(1)

A copy of the Articles of Amendment and Restated Articles of Association of the trustee as now in effect.

(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 corporate trust powers. (Included in Exhibit 1).

(4)

A copy of the existing by-laws of the trustee as now in effect.

(5)

Not applicable.

(6)

The consent of the trustee required by Section 321(b) of the Trust Indenture Act of 1939.

(7)

A copy of the 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, 2003.

(8)

Not applicable.

(9)

Not applicable.

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 Atlanta and the State of Georgia, on the 11th day of June, 2003.

SUNTRUST BANK

By:		/s/ Jack Ellerin
		Jack Ellerin
		Assistant Vice President

EXHIBIT 1 TO FORM T-1

ARTICLES OF ASSOCIATION

SUNTRUST BANK

(ATTACHED)

ARTICLES OF AMENDMENT AND

RESTATED ARTICLES OF INCORPORATION OF

SUNTRUST BANK

Pursuant to the Financial Institutions Code of Georgia, SunTrust Bank, a Georgia banking corporation (the “Bank”), submits Articles of Amendment and Restated Articles of Incorporation and shows as follows:

The Bank was chartered by a special act of the General Assembly of Georgia approved on September 21, 1891 with banking and trust powers.

The Bank’s main office is located at 303 Peachtree Street, N.E., Atlanta, Fulton County, Georgia, 30308.

By a written consent and waiver of notice dated March 4, 2002, the sole shareholder of the 4,320,000 shares of Common Stock then outstanding and entitled to vote did authorize, approve and adopt these Articles of Amendment and Restated Articles of Incorporation of the Bank, as submitted by a Resolution of the Board of Directors, and as set forth in Paragraph 4 below. The Bank has only two classes of stock authorized, its Common Stock and its Preferred Stock, of which only one class, its Common Stock, is issued and outstanding on the date hereof.

The Articles of Incorporation of the Bank shall be amended by authorizing the issuance of Series C Non-Cumulative Preferred Stock in Article VI, and by restating in their entirety the Articles of Incorporation, as heretofore amended, and substituting therefor in all respects, the Restated Articles of Incorporation as follows:

RESTATED

ARTICLES OF INCORPORATION

SUNTRUST BANK

Article I

The name of the bank is SunTrust Bank (the “Bank”).

Article II

The Bank is organized pursuant to the provisions of the Financial Institutions Code of Georgia.

Article III

The Bank shall have perpetual duration.

Article IV

The principal place of business of the Bank is located in Atlanta, Fulton County, Georgia, and the Bank may establish branches or agencies at other places in Georgia or elsewhere. The address of the main office of the Bank is 303 Peachtree Street, N.E., Atlanta, Fulton County, Georgia 30308.

Article V

The purposes for which the Bank is organized are to act as a bank and as a trust company and to enjoy and be subject to the powers and restrictions of a bank and a trust company under the laws of the State of Georgia, and to conduct any other businesses, to exercise any powers, and to engage in any other activities not specifically prohibited to corporations organized to act as a bank and as a trust company under the laws of the State of Georgia.

Article VI

Section 6.01. The aggregate number of common shares which the Bank has authority to issue is 4,750,000, all of which are of one class only, each such share having a par value of $5.00 (the “Common Stock”). The Bank shall also have authority to issue 100,000 shares of preferred stock, par value $1,000 per share (the “Preferred Stock”).

Section 6.02. Pursuant to the provisions of this Article VI, a series of Preferred Stock, all designated as the Series A Non-Cumulative Preferred Stock, consisting of 1,000 shares, is hereby established and authorized to be issued, and in addition to such matters specified elsewhere in this Article VI, such Series A Non-Cumulative Preferred Stock shall have the following powers, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions:

(a) Designation and Amount. The shares of such series of Preferred Stock shall be designated as the Series A Non-Cumulative Preferred Stock (“Series A Preferred Stock”), and the number of shares

constituting the Series A Preferred Stock shall be 1,000. The liquidation preference of the Series A Preferred Stock shall be $100,000 per share (“Series A Liquidation Value”).

(b) Maturity. The Series A Preferred Stock has no stated maturity and will not be subject to any sinking fund or mandatory redemption.

(c) Rank. The Series A Preferred Stock shall, with respect to dividend rights and upon liquidation, dissolution and winding up of the Bank, rank (i) senior to all classes and series of Common Stock of the Bank and to all classes and series of equity securities of the Bank now or hereafter authorized, issued or outstanding, which by their terms expressly provide that they are junior to the Series A Preferred Stock as to dividend distributions and distributions upon the liquidation, dissolution or winding up of the Bank, or which do not specify their rank (collectively with the Common Stock, the “Series A Junior Securities”); (ii) on a parity with the Series B Preferred Stock and each other class or series of equity securities issued by the Bank after the date hereof, the terms of which specifically provide that such class or series will rank on a parity with the Series A Preferred Stock as to dividend distributions and distributions upon the liquidation, dissolution or winding up of the Bank (collectively with the Series B Preferred Stock, the “Series A Parity Securities”); and (iii) junior to each other class or series of equity securities issued by the Bank after the date hereof, the terms of which specifically provide that such class or series will rank senior to the Series A Preferred Stock as to dividend distributions and distributions upon the liquidation, dissolution or winding up of the Bank (collectively, the “Series A Senior Securities”),provided that any such Series A Senior Securities and Series A Parity Securities issued after the date hereof that are not approved by the holders of Series A Preferred Stock as required by Section 6.02(i)(i)(D) hereof shall be deemed to be Series A Junior Securities and not Series A Senior Securities or Series A Parity Securities, as the case may be.

(d) Dividends. Dividends are payable on the Series A Preferred Stock as follows:

(i) The holders of shares of the Series A Preferred Stock in preference to the Series A Junior Securities shall be entitled to receive, out of funds legally available for that purpose, and when, as, and if declared by the Board of Directors of the Bank, preferential non-cumulative dividends payable in cash at the annual rate of nine percent (9.00%) of the Series A Liquidation Value (the “Series A Dividend Rate”).

(ii) Dividends on the Series A Preferred Stock shall be non-cumulative. Dividends not paid on any Series A Dividend Payment Date shall not accumulate thereafter. Dividends shall accumulate from the first day of any Series A Dividend Period to but excluding the immediately succeeding Series A Dividend Payment Date. Dividends, if and when declared, shall be payable in arrears in cash on each Series A Dividend Payment Date of each year with respect to the Series A Dividend Period ending on the day immediately prior to such Series A Dividend Payment Date at the Series A Dividend Rate to holders of record at the close of business on the applicable Record Date, commencing on March 31, 2001 with respect to any shares of Series A Preferred Stock issued prior to that Series A Dividend Payment Date;provided that dividends payable on the Series A Preferred Stock on the initial Series A Dividend Payment Date (and any dividend payable for a period less than a full semiannual period) shall be prorated for the period and computed on the basis of a 360-day year of twelve 30-day months and the actual number of days in such Series A Dividend Period; andprovided, further,that dividends payable on the Series A Preferred Stock on the initial Series A Dividend Payment Date shall include any accumulated and unpaid dividends on the Series B Non-Cumulative Exchangeable Preferred Stock of the Corporation exchanged for the Series A Preferred Stock as of the Exchange Date for the then current dividend period. Dividends on such Series A Preferred Stock shall be paid only in cash.

(iii) No dividends on shares of Series A Preferred Stock shall be declared by the Board of Directors or paid or set apart for payment by the Board of Directors or paid or set apart for payment by the Bank at such time as the terms and provisions of any agreement of the Bank, including any agreement relating to its indebtedness, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment

would constitute a breach thereof or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law.

(iv) Holders of shares of Series A Preferred Stock shall not be entitled to any dividends in excess of full non-cumulative dividends declared, as herein provided, on the shares of Series A Preferred Stock. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment on the shares of Series A Preferred Stock that may be in arrears.

(v) (A) So long as any shares of Series A Preferred Stock are outstanding, no dividends shall be declared, paid or set aside for payment or other distribution upon any Series A Junior Securities (other than dividends or distributions paid in shares of, or options, warrants or rights to subscribe for or purchase shares of, Series A Junior Securities and other than as provided in clause (B) below), nor shall any shares of any Series A Junior Securities or any Series A Parity Securities be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or set aside or made available for a sinking fund for the redemption of any shares of any such stock) by the Bank (except by conversion into or exchange for shares of, or options, warrants or rights to subscribe for or purchase, Series A Junior Securities) whenever, in each case, full non-cumulative dividends on all outstanding shares of the Series A Preferred Stock for the related Series A Dividend Period shall not have been declared and paid, when due, for the two consecutive Series A Dividend Periods terminating on or immediately prior to the date of payment in respect of such dividend, distribution, redemption, purchase or acquisition.

(B) When dividends for any dividend period are not paid in full, as provided in clause (A) above, on the shares of the Series A Preferred Stock or any Series A Parity Securities, dividends may be declared and paid on any such shares for any dividend period therefor, but only if such dividends are declared and paidpro rata so that the amount of dividends declared and paid per share on the shares of the Series A Preferred Stock and any Series A Parity Securities, in all cases shall bear to each other the same ratio that the amount of unpaid dividends per share on the shares of the Series A Preferred Stock for such Series A Dividend Period and such Series A Parity Securities for the corresponding dividend period bear to each other.

(e) Liquidation Preference.

(i) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Bank, the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Bank available for distribution to its stockholders an amount in cash equal to the Series A Liquidation Value for each share outstanding, plus an amount in cash equal to all accumulated and unpaid dividends thereon for the then current Series A Dividend Period, whether or not earned or declared, before any payment shall be made or any assets distributed to the holders of Series A Junior Securities. If the assets of the Bank are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of the Series A Preferred Stock and any Series A Parity Securities, then the holders of all such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Series A Preferred Stock and the holders of outstanding shares of such Series A Parity Securities are entitled were paid in full. After payment of the full amount of the liquidation preference, plus any accumulated and unpaid dividends for the then current Series A Dividend Period, to which holders of Series A Preferred Stock are entitled, holders of Series A Preferred Stock will have no right or claim to any remaining assets of the Bank.

(ii) For the purpose of this Section 6.02(e), neither the voluntary sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Bank, nor the consolidation or merger of the Bank, shall be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of the Bank, unless such voluntary sale, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the Bank.

(f) Redemption. The Series A Preferred Stock is not redeemable prior to March 31, 2021. On or after such date, the Series A Preferred Stock shall be redeemable, in whole or in part, at the option of the Bank, but only with the prior written approval of the Federal Reserve and, if such approval is then required under any applicable law, rule, guideline or policy, with the prior written approval of the Georgia Department of Banking and Finance, for cash out of any source of funds legally available, at a redemption price equal to 100% of the Series A Liquidation Value per share plus unpaid dividends thereon accumulated since the immediately preceding Series A Dividend Payment Date (the “Series A Redemption Price”). Any date of such redemption is referred to as the “Series A Redemption Date.” If fewer than all the outstanding shares of Series A Preferred Stock are to be redeemed, the Bank will select those to be redeemed by lot orpro rata or by any other method as may be determined by the Board of Directors to be equitable.

(g) Procedure for Redemption.

(i) Upon redemption of the Series A Preferred Stock pursuant to Section 6.02(f) hereof, notice of such redemption (a “Series A Notice of Redemption”) shall be mailed by first-class mail, postage prepaid, not less than 30 days nor more than 60 days prior to the Series A Redemption Date to the holders of record of the shares to be redeemed at their respective addresses as they shall appear in the records of the Bank;provided, however, that failure to give such notice or any defect therein or in the mailing thereof shall not affect the validity of the proceeding for the redemption of any shares so to be redeemed except as to the holder to whom the Bank has failed to give such notice or except as to the holder to whom notice was defective. Each such notice shall state: (A) the Series A Redemption Date; (B) the Series A Redemption Price; (C) the place or places where certificates for such shares are to be surrendered for payment of the Series A Redemption Price; and (D) the CUSIP number of the shares being redeemed.

(ii) If a Series A Notice of Redemption shall have been given as aforesaid and the Bank shall have deposited on or before the Redemption Date a sum sufficient to redeem the shares of Series A Preferred Stock as to which a Series A Notice of Redemption has been given in trust with the Transfer Agent with irrevocable instructions and authority to pay the Series A Redemption Price to the holders thereof, or if no such deposit is made, then upon the Series A Redemption Date (unless the Bank shall default in making payment of the Series A Redemption Price), all rights of the holders thereof as stockholders of the Bank by reason of the ownership of such shares (except their right to receive the Series A Redemption Price thereof without interest) shall cease and terminate, and such shares shall no longer be deemed outstanding for any purpose. The Bank shall be entitled to receive, from time to time, from the Transfer Agent the interest, if any, earned on such moneys deposited with it, and the holders of any shares so redeemed shall have no claim to any such interest. In case the holder of any shares of Series A Preferred Stock so called for redemption shall not claim the Series A Redemption Price for its shares within six months after the related Series A Redemption Date, the Transfer Agent shall, upon demand, pay over to the Bank such amount remaining on deposit, and the Transfer Agent shall thereupon be

relieved of all responsibility to the holder of such shares, and such holder shall look only to the Bank for payment thereof.

(iii) Not later than 1:30 p.m., Eastern Standard Time, on the Business Day immediately preceding the Series A Redemption Date, the Bank shall irrevocably deposit with the Transfer Agent sufficient funds for the payment of the Series A Redemption Price for the shares to be redeemed on the Series A Redemption Date and shall give the Transfer Agent irrevocable instructions to apply such funds, and, if applicable and so specified in the instructions, the income and proceeds therefrom, to the payment of such Series A Redemption Price. The Bank may direct the Transfer Agent to invest any such available funds,provided that the proceeds of any such investment will be available to the Transfer Agent in Atlanta, Georgia at the opening of business on such Series A Redemption Date.

(iv) Except as otherwise expressly set forth in this Section 6.02(g), nothing contained in these Restated Articles of Incorporation shall limit any legal right of the Bank to purchase or otherwise acquire any shares of Series A Preferred Stock at any price, whether higher or lower than the Series A Redemption Price, in private negotiated transactions, the over-the-counter market or otherwise.

(v) If the Bank shall not have funds legally available for the redemption of all of the shares of Series A Preferred Stock on any Series A Redemption Date, the Bank shall redeem on the Series A Redemption Date only the number of shares of Series A Preferred Stock as it shall have legally available funds to redeem, as determined in an equitable manner, and the remainder of the shares of Series A Preferred Stock shall be redeemed, at the option of the Bank, on the earliest practicable date next following the day on which the Bank shall first have funds legally available for the redemption of such shares.

(h) Reacquired Shares. Shares of the Series A Preferred Stock that have been redeemed, purchased or otherwise acquired by the Bank are not subject to reissuance or resale as shares of Series A Preferred Stock and shall be held in treasury. Such shares shall revert to the status of authorized but unissued shares of preferred stock, undesignated as to series, until the Board of Directors of the Bank shall designate them again for issuance as part of a series.

(i) Voting Rights. Holders of Series A Preferred Stock will not have any voting rights, except as otherwise from time to time required by law and except as follows:

(i) In addition to any vote or consent of stockholders required by law, the approval of the holders of two-thirds of the outstanding shares of Series A Preferred Stock, voting as a class, shall be required for the Bank: (A) to amend, alter or repeal any of the provisions of these Restated Articles of Incorporation in any manner that would alter or change the powers, preferences or special rights of the shares of Series A Preferred Stock so as to materially and adversely affect them, except as permitted in Section 6.02(j)(i)(A); (B) to authorize the merger, consolidation, or reclassification of the Bank with or into another Person, except as permitted in Section 6.02(j)(i)(B); (C) to dissolve, liquidate or wind up the affairs of the Bank; and (D) to authorize or issue, or obligate itself to authorize or issue, any Series A Senior Securities or any Series A Parity Securities unless, for purposes of this clause (D) only, the Bank shall have received written notice from each of the Rating Agencies, and delivered a copy of such written notice to the Transfer Agent, confirming that any such issuance will not result in a reduction of the rating assigned by any of such Rating Agencies to the Series A Preferred Stock then outstanding.

(ii) If at any time dividends on the Series A Preferred Stock or any Series A Parity Securities shall not have been declared and paid in an amount equal to three semiannual dividends, whether consecutive or not, the number of directors constituting the Board of Directors of the Bank shall be increased by two and the holders of the Series A Preferred Stock and any Series A Parity Securities with similar voting rights, voting together as a single class, shall be entitled to

elect two additional persons to fill such newly created directorships. The directors so elected shall meet the qualifications set forth in the Bank’s bylaws and any applicable statutory or regulatory qualifications. At such time as dividends for at least two consecutive Series A Dividend Periods have been fully paid or set apart for full payment on the outstanding Series A Preferred Stock and any Series A Parity Securities with similar voting rights, the rights of such holders to vote for the election of directors as provided in this Section 6.02(i)(ii) shall cease and such directors shall no longer serve on the Board of Directors of the Bank, subject to renewal from time to time in the event of each and every subsequent default in the aggregate amount equivalent of three full semiannual dividends.

During any period when the holders of the Series A Preferred Stock and any Series A Parity Securities have the right to vote as a class for directors as provided above, the directors so elected by the holders of the Series A Preferred Stock and any Series A Parity Securities with similar voting rights shall continue in office until their successors shall have been elected or until termination of the right of the holders of the Series A Preferred Stock and any Series A Parity Securities to vote as a class for directors. For purposes of the foregoing, the holders of the Series A Preferred Stock and any Series A Parity Securities shall vote in proportion to their respective liquidation preference of the shares of such stock held by them.

(iii) With respect to any right of the holders of shares of Series A Preferred Stock to vote on any matter, whether such right is created by this Section 6.02(i), by applicable law or otherwise, no holder of any share of Series A Preferred Stock shall be entitled to vote, and no share of Series A Preferred Stock shall be deemed to be outstanding for the purpose of voting or determining the number of shares required to constitute a quorum, if prior to or concurrently with a determination of shares entitled to vote or of shares deemed outstanding for quorum purposes, as the case may be, funds sufficient for the redemption of such shares are irrevocably deposited with the Transfer Agent and a Series A Notice of Redemption has been given by the Bank or an affiliate thereof to the holders of the Series A Preferred Stock.

(j) Covenants. So long as any shares of Series A Preferred Stock are outstanding, the Bank covenants and agrees with and for the benefit of the holders of shares of Series A Preferred Stock that:

(i) the Bank shall not, without the affirmative vote or consent of holders of two-thirds of the number of shares of Series A Preferred Stock then outstanding, voting as a separate class:

(A) amend, alter or repeal any provisions of these Restated Articles of Incorporation (existing prior to and at the time of such vote) so as to materially and adversely affect the rights, preferences, privileges or restrictions of the holders of Series A Preferred Stock, except that this subsection (A) shall not apply to steps taken by the Bank to issue and the issuance of other preferred stock by the Bank; or

consolidation, reclassification or share exchange, no default, or event which with the giving of notice or passage of time or both could become a default by the Bank of its obligations under these Restated Articles of Incorporation, shall have occurred and be continuing, and (e) the Bank shall have received written notice from each of the Rating Agencies, and delivered a copy of such written notice to the Transfer Agent, confirming that such merger, consolidation, reclassification or share exchange will not result in a reduction of the rating assigned by any of such Rating Agencies to the Series A Preferred Stock then outstanding;provided that, for purposes of this subsection (B)(2), the Bank shall have delivered to the Transfer Agent and caused to be mailed to each holder of record of Series A Preferred Stock, at least thirty days prior to any such merger, consolidation, reclassification or share exchange becoming effective, a notice describing such merger, consolidation, reclassification or share exchange, together with an Officers’ Certificate and an Opinion of Counsel, each stating that such merger, consolidation, reclassification or share exchange complies with the requirements of these Restated Articles of Incorporation and that all conditions precedent herein provided for relating to such transaction have been complied with.

(ii) the Bank will not issue additional shares of Series A Senior Securities or Series A Parity Securities unless the Bank shall have received written notice from each of the Rating Agencies, and delivered a copy of such written notice to the Transfer Agent, confirming that any such issuance will not result in a reduction of the rating assigned by any of such Rating Agencies to the Series A Preferred Stock then outstanding.

Section 6.03. Pursuant to the provisions of this Article VI, a series of Preferred Stock, all designated as the Series B Non-Cumulative Preferred Stock, consisting 9,000 shares, is hereby established and authorized to be issued, and in addition to such matters specified elsewhere in this Article VI, such Series B Non-Cumulative Preferred Stock shall have the following powers, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions:

(a) Designation and Amount. The shares of such series of Preferred Stock shall be designated as the Series B Non-Cumulative Preferred Stock (“Series B Preferred Stock”), and the number of shares constituting the Series B Preferred Stock shall be 9,000. The liquidation preference of the Series B Preferred Stock shall be $100,000 per share (“Series B Liquidation Value”).

(b) Maturity. The Series B Preferred Stock has no stated maturity and will not be subject to any sinking fund or mandatory redemption.

(c) Rank. The Series B Preferred Stock shall, with respect to dividend rights and upon liquidation, dissolution and winding up of the Bank, rank (i) senior to all classes and series of Common Stock of the Bank and to all classes and series of equity securities of the Bank now or hereafter authorized, issued or outstanding, which by their terms expressly provide that they are junior to the Series B Preferred Stock as to dividend distributions and distributions upon the liquidation, dissolution or winding up of the Bank, or which do not specify their rank (collectively with the Common Stock, the “Series B Junior Securities”); (ii) on a parity with the Series A Preferred Stock and each other class or series of equity securities issued by the Bank after the date hereof, the terms of which specifically provide that such class or series will rank on a parity with the Series B Preferred Stock as to dividend distributions and distributions upon the liquidation, dissolution or winding up of the Bank (collectively with the Series A Preferred Stock, the “Series B Parity Securities”); and (iii) junior to each other class or series of equity securities issued by the Bank after the date hereof, the terms of which specifically provide that such class or series will rank senior to the Series B Preferred Stock as to dividend distributions and distributions upon the liquidation, dissolution or winding up of the Bank (collectively, the “Series B Senior Securities”),provided that any such Series B Senior Securities or Series B Parity Securities issued after the date hereof that are not approved by the holders of Series B Preferred Stock as required by Section 6.03(i)(i)(D) hereof shall be deemed to be Series B Junior Securities and not Series B Senior Securities or Series B Parity Securities, as the case may be.

(d) Dividends. Dividends are payable on the Series B Preferred Stock as follows:

(i) The holders of shares of the Series B Preferred Stock in preference to the Series B Junior Securities shall be entitled to receive, out of funds legally available for that purpose, and when, as, and if declared by the Board of Directors of the Bank, preferential non-cumulative dividends payable in cash in an amount determined by applying the annual rate of LIBOR plus 200 basis points to the Series B Liquidation Value (the “Series B Dividend Rate”).

(ii) Dividends on the Series B Preferred Stock shall be non-cumulative. Dividends not paid on any Series B Dividend Payment Date shall not accumulate thereafter. Dividends shall accumulate from the first day of any Series B Dividend Period to but excluding the immediately succeeding Series B Dividend Payment Date. Dividends, if and when declared, shall be payable in arrears in cash on each Series B Dividend Payment Date of each year with respect to the Series B Dividend Period ending on the day immediately prior to such Series B Dividend Payment Date at the Series B Dividend Rate per share to holders of record at the close of business on the applicable Record Date, commencing on the Exchange Date with respect to any shares of Series B Preferred Stock issued prior to that Series B Dividend Payment Date;provided that dividends payable on the Series B Preferred Stock on the initial Series B Dividend Payment Date (and any dividend payable for a period less than a full quarterly period) shall be prorated for the period and computed on the basis of a 360-day year and the actual number of days in such Series B Dividend Period; andprovided, further,that dividends payable on the Series B Preferred Stock on the initial Series B Dividend Payment Date shall include any accumulated and unpaid dividends on the Series C Non-Cumulative Exchangeable Preferred Stock of the Corporation exchanged for the Series B Preferred Stock as of the Exchange Date for the then current dividend period. Dividends on such Series B Preferred Stock shall be paid only in cash.

(iii) No dividends on shares of Series B Preferred Stock shall be declared by the Board of Directors or paid or set apart for payment by the Board of Directors or paid or set apart for payment by the Bank at such time as the terms and provisions of any agreement of the Bank, including any agreement relating to its indebtedness, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law.

(iv) Holders of shares of Series B Preferred Stock shall not be entitled to any dividends in excess of full non-cumulative dividends declared, as herein provided, on the shares of Series B Preferred Stock. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment on the shares of Series B Preferred Stock that may be in arrears.

(v) (A) So long as any shares of Series B Preferred Stock are outstanding, no dividends shall be declared, paid or set aside for payment or other distribution upon any Series B Junior Securities (other than dividends or distributions paid in shares of, or options, warrants or rights to subscribe for or purchase shares of, Series B Junior Securities and other than as provided in clause (B) below), nor shall any shares of any Series B Junior Securities or any Series B Parity Securities be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or set aside or made available for a sinking fund for the redemption of any shares of any such stock) by the Bank (except by conversion into or exchange for shares of, or options, warrants or rights to subscribe for or purchase, Series B Junior Securities) whenever, in each case, full non-cumulative dividends on all outstanding shares of the Series B Preferred Stock for the related Series B Dividend Period shall not have been declared and paid, when due, for the four consecutive Series B Dividend Periods

terminating on or immediately prior to the date of payment in respect of such dividend, distribution, redemption, purchase or acquisition.

(B) When dividends for any dividend period are not paid in full, as provided in clause (A) above, on the shares of the Series B Preferred Stock or any Series B Parity Securities, dividends may be declared and paid on any such shares for any dividend period therefor, but only if such dividends are declared and paidpro rata so that the amount of dividends declared and paid per share on the shares of the Series B Preferred Stock and any Series B Parity Securities, in all cases shall bear to each other the same ratio that the amount of unpaid dividends per share on the shares of the Series B Preferred Stock for such Series B Dividend Period and such Series B Parity Securities for the corresponding dividend period bear to each other.

(e) Liquidation Preference.

(i) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Bank, the holders of shares of Series B Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Bank available for distribution to its stockholders an amount in cash equal to the Series B Liquidation Value for each share outstanding, plus an amount in cash equal to all accumulated and unpaid dividends thereon for the then current Series B Dividend Period, whether or not earned or declared, before any payment shall be made or any assets distributed to the holders of Series B Junior Securities. If the assets of the Bank are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of the Series B Preferred Stock and any Series B Parity Securities, then the holders of all such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Series B Preferred Stock and the holders of outstanding shares of such Series B Parity Securities are entitled were paid in full. After payment of the full amount of the liquidation preference, plus any accumulated and unpaid dividends for the then current Series B Dividend Period, to which holders of Series B Preferred Stock are entitled, holders of Series B Preferred Stock will have no right or claim to any remaining assets of the Bank.

(ii) For the purpose of this Section 6.03(e), neither the voluntary sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Bank, nor the consolidation or merger of the Bank, shall be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of the Bank, unless such voluntary sale, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the Bank.

(f) Redemption. The Series B Preferred Stock is not redeemable prior to March 31, 2011. On March 31, 2011 and on each Series B Dividend Payment Date thereafter, the Series B Preferred Stock shall be redeemable, in whole or in part, at the option of the Bank, but with the prior written approval of the Federal Reserve and, if approval is then required under any applicable law, rule, guideline or policy, the Georgia Department of Banking and Finance, for cash out of any source of funds legally available, at a redemption price equal to 100% of the Series B Liquidation Value per share plus unpaid dividends thereon accumulated since the immediately preceding Series B Dividend Payment Date (the “Series B Redemption Price”). Any date of such redemption is referred to as the “Series B Redemption Date.” If fewer than all

the outstanding shares of Series B Preferred Stock are to be redeemed, the Bank will select those to be redeemed by lot orpro rata or by any other method as may be determined by the Board of Directors to be equitable.

(g) Procedure for Redemption.

(i) Upon redemption of the Series B Preferred Stock pursuant to Section 6.03(f) hereof, notice of such redemption (a “Series B Notice of Redemption”) shall be mailed by first-class mail, postage prepaid, not less than 30 days nor more than 60 days prior to the Series B Redemption Date to the holders of record of the shares to be redeemed at their respective addresses as they shall appear in the records of the Bank;provided, however, that failure to give such notice or any defect therein or in the mailing thereof shall not affect the validity of the proceeding for the redemption of any shares so to be redeemed except as to the holder to whom the Bank has failed to give such notice or except as to the holder to whom notice was defective. Each such notice shall state: (A) the Series B Redemption Date; (B) the Series B Redemption Price; (C) the place or places where certificates for such shares are to be surrendered for payment of the Series B Redemption Price; and (D) the CUSIP number of the shares being redeemed.

(ii) If a Series B Notice of Redemption shall have been given as aforesaid and the Bank shall have deposited on or before the Redemption Date a sum sufficient to redeem the shares of Series B Preferred Stock as to which a Series B Notice of Redemption has been given in trust with the Transfer Agent with irrevocable instructions and authority to pay the Series B Redemption Price to the holders thereof, or if no such deposit is made, then upon the Series B Redemption Date (unless the Bank shall default in making payment of the Series B Redemption Price), all rights of the holders thereof as stockholders of the Bank by reason of the ownership of such shares (except their right to receive the Series B Redemption Price thereof without interest) shall cease and terminate, and such shares shall no longer be deemed outstanding for any purpose. The Bank shall be entitled to receive, from time to time, from the Transfer Agent the interest, if any, earned on such moneys deposited with it, and the holders of any shares so redeemed shall have no claim to any such interest. In case the holder of any shares of Series B Preferred Stock so called for redemption shall not claim the Series B Redemption Price for its shares within six months after the related Series B Redemption Date, the Transfer Agent shall, upon demand, pay over to the Bank such amount remaining on deposit, and the Transfer Agent shall thereupon be relieved of all responsibility to the holder of such shares, and such holder shall look only to the Bank for payment thereof.

(iii) Not later than 1:30 p.m., Eastern Standard Time, on the Business Day immediately preceding the Series B Redemption Date, the Bank shall irrevocably deposit with the Transfer Agent sufficient funds for the payment of the Series B Redemption Price for the shares to be redeemed on the Series B Redemption Date and shall give the Transfer Agent irrevocable instructions to apply such funds, and, if applicable and so specified in the instructions, the income and proceeds therefrom, to the payment of such Series B Redemption Price. The Bank may direct the Transfer Agent to invest any such available funds,provided that the proceeds of any such investment will be available to the Transfer Agent in Atlanta, Georgia at the opening of business on such Series B Redemption Date.

(iv) Except as otherwise expressly set forth in this Section 6.03(g), nothing contained in these Restated Articles of Incorporation shall limit any legal right of the Bank to purchase or otherwise acquire any shares of Series B Preferred Stock at any price, whether higher

or lower than the Series B Redemption Price, in private negotiated transactions, the over-the-counter market or otherwise.

(v) If the Bank shall not have funds legally available for the redemption of all of the shares of Series B Preferred Stock on any Series B Redemption Date, the Bank shall redeem on the Series B Redemption Date only the number of shares of Series B Preferred Stock as it shall have legally available funds to redeem, as determined in an equitable manner, and the remainder of the shares of Series B Preferred Stock shall be redeemed, at the option of the Bank, on the earliest practicable date next following the day on which the Bank shall first have funds legally available for the redemption of such shares.

(h) Reacquired Shares. Shares of the Series B Preferred Stock that have been redeemed, purchased or otherwise acquired by the Bank are not subject to reissuance or resale as shares of Series B Preferred Stock and shall be held in treasury. Such shares shall revert to the status of authorized but unissued shares of preferred stock, undesignated as to series, until the Board of Directors of the Bank shall designate them again for issuance as part of a series.

(i) Voting Rights. Holders of Series B Preferred Stock will not have any voting rights, except as otherwise from time to time required by law and except as follows:

(i) In addition to any vote or consent of stockholders required by law, the approval of the holders of two-thirds of the outstanding shares of Series B Preferred Stock, voting as a class, shall be required for the Bank: (A) to amend, alter or repeal any of the provisions of these Restated Articles of Incorporation in any manner that would alter or change the powers, preferences or special rights of the shares of Series B Preferred Stock so as to materially and adversely affect them, except as permitted in Section 6.03(j)(i)(A); (B) to authorize the merger, consolidation, or reclassification of the Bank with or into another Person, except as permitted in Section 6.03(j)(i)(B); (C) to dissolve, liquidate or wind up the affairs of the Bank; and (D) to authorize or issue, or obligate itself to authorize or issue, any Series B Senior Securities or Series B Parity Securities, unless, for purposes of this clause (D), the Bank shall have received written notice from each of the Rating Agencies, and delivered a copy of such written notice to the Transfer Agent, confirming that any such issuance of Series B Parity Securities will not result in a reduction of the rating assigned by any of such Rating Agencies to the Series B Preferred Stock then outstanding.

(ii) If at any time dividends on the Series B Preferred Stock or any Series B Parity Securities shall not have been declared and paid in an amount equal to six quarterly dividends, whether consecutive or not, the number of directors constituting the Board of Directors of the Bank shall be increased by two and the holders of the Series B Preferred Stock and any Series B Parity Securities with similar voting rights, voting together as a single class, shall be entitled to elect two additional persons to fill such newly created directorships. The directors so elected shall meet the qualifications set forth in the Bank’s bylaws and any applicable statutory or regulatory qualifications. At such time as dividends for at least four consecutive Series B Dividend Periods have been fully paid or set apart for full payment on the outstanding Series B Preferred Stock and any Series B Parity Securities with similar voting rights, the rights of such holders to vote for the election of directors as provided in this Section 6.03(i)(ii) shall cease and such directors shall no longer serve on the Board of Directors of the Bank, subject to renewal from time to time upon the same terms and conditions in the event of each and every subsequent default in the aggregate amount equivalent of six full quarterly dividends.

During any period when the holders of the Series B Preferred Stock and any Series B Parity Securities have the right to vote as a class for directors as provided above, the directors so elected by the holders of the Series B Preferred Stock and any Series B Parity Securities with

similar voting rights shall continue in office until their successors shall have been elected or until termination of the right of the holders of the Series B Preferred Stock and any Series B Parity Securities to vote as a class for directors. For purposes of the foregoing, the holders of the Series B Preferred Stock and any Series B Parity Securities shall vote in proportion to their respective liquidation preference of the shares of such stock held by them.

(iii) With respect to any right of the holders of shares of Series B Preferred Stock to vote on any matter, whether such right is created by this Section 6.03(i), by applicable law or otherwise, no holder of any share of Series B Preferred Stock shall be entitled to vote, and no share of Series B Preferred Stock shall be deemed to be outstanding for the purpose of voting or determining the number of shares required to constitute a quorum, if prior to or concurrently with a determination of shares entitled to vote or of shares deemed outstanding for quorum purposes, as the case may be, funds sufficient for the redemption of such shares are irrevocably deposited with the Transfer Agent and a Series B Notice of Redemption has been given by the Bank or an affiliate thereof to the holders of the Series B Preferred Stock.

(j) Covenants. So long as any shares of Series B Preferred Stock are outstanding, the Bank covenants and agrees with and for the benefit of the holders of shares of Series B Preferred Stock that:

(i) the Bank shall not, without the affirmative vote or consent of holders of two-thirds of the number of shares of Series B Preferred Stock then outstanding, voting as a separate class:

(A) amend, alter or repeal any provisions of these Restated Articles of Incorporation (existing prior to and at the time of such vote) so as to materially and adversely affect the rights, preferences, privileges or restrictions of the holders of Series B Preferred Stock, except that this subsection (A) shall not apply to steps taken by the Bank to issue and the issuance of other preferred stock by the Bank; or

(B) consolidate, merge, or reclassify with or into any other Person, or permit any merger of another Person into the Bank, or enter into a voluntary liquidation or voluntary dissolution of the Bank or enter into a share exchange with another Person, except that (1) the Bank may consolidate, merge or reclassify with or into another Person or enter into a share exchange with another Person if such other Person is a consolidated subsidiary (in accordance with generally accepted accounting principles) of SunTrust Banks, Inc., or (2) the Bank may consolidate, merge, or reclassify with or into another Person or enter into a share exchange with another Person if (a) such other Person is a Depository Institution or corporation organized under the laws of the United States or a state of the United States, (b) such other Person expressly assumes all obligations and commitments of the Bank pursuant to such consolidation, merger, reclassification or share exchange, (c) the outstanding shares of Series B Preferred Stock are exchanged for, reclassified as or converted into shares of the surviving Depository Institution or corporation which have preferences, limitations and relative voting and other rights substantially identical to those of the Series B Preferred Stock, (d) after giving effect to such merger, consolidation, reclassification or share exchange, no default, or event which with the giving of notice or passage of time or both could become a default by the Bank of its obligations under these Restated Articles of Incorporation, shall have occurred and be continuing, and (e) the Bank shall have received written notice from each of the Rating Agencies, and delivered a copy of such written notice to the Transfer Agent, confirming that such merger, consolidation, reclassification or share exchange will not result in a reduction of the rating assigned by any of such Rating Agencies to the Series B Preferred Stock then outstanding;provided that, for purposes of this subsection (B)(2), the Bank shall have delivered to the Transfer Agent and caused to be mailed to each holder of record of Series B Preferred Stock, at least thirty days prior to any such merger, consolidation, reclassification or share exchange becoming effective, a notice describing such merger, consolidation, reclassification or share exchange, together with an Officers’ Certificate and an Opinion of Counsel, each stating that such merger, consolidation, reclassification or share

exchange complies with the requirements of these Restated Articles of Incorporation and that all conditions precedent herein provided for relating to such transaction have been complied with.

(ii) The Bank covenants and agrees with and for the benefit of the holders of shares of Series B Preferred Stock that the Bank will not issue additional shares of Series B Senior Securities or Series B Parity Securities unless the Bank shall have received written notice from each of the Rating Agencies, and delivered a copy of such written notice to the Transfer Agent, confirming that any such issuance will not result in a reduction of the rating assigned by any of such Rating Agencies to the Series B Preferred Stock then outstanding.

Section 6.04. Definitions. For the purpose of Sections 6.02 and 6.03 hereof, the following terms shall have the meanings indicated:

“Business Day” means a day on which the New York Stock Exchange is open for trading and which is not a day on which banking institutions in The City of New York or Atlanta, Georgia are authorized or required by law or executive order to close.

“Calculation Agent” means any Person authorized by the Bank to determine the Series B Dividend Rate, which initially shall be the Bank.

“Corporation” means SunTrust Real Estate Investment Corporation, a Virginia corporation, or any successor thereto.

“Depository Institution” has the meaning given to such term in 12 U.S.C. § 1813(c)(i), or any successor thereto.

“Determination Date” means, with respect to any Series B Dividend Period, the date that is two London Business Days prior to the first day of such Series B Dividend Period.

“Dividend Payment Date” means, as the context requires, a Series A Dividend Payment Date or a Series B Dividend Payment Date.

“Exchange Date” means any date on which the Series B Non-Cumulative Exchangeable Preferred Stock of the Corporation is exchanged for the Series A Preferred Stock or any date on which the Series C Non-Cumulative Exchangeable Preferred Stock of the Corporation is exchanged for the Series B Preferred Stock

“Federal Reserve” means the Board of Governors of the Federal Reserve System, or any successor thereto.

“Issue Date” means, with respect to the Series A Preferred Stock, the first date on which shares of Series A Preferred Stock are issued and with respect to the Series B Preferred Stock, the first date on which shares of the Series B Preferred Stock are issued.

“LIBOR” means, with respect to a Series B Dividend Period relating to a Series B Dividend Payment Date (in the following order of priority):

(i) the rate (expressed as a percentage per annum) for Eurodollar deposits having a three-month maturity that appears on Telerate Page 3750 as of 11:00 a.m. (London time) on the related Determination Date;

(ii) if such rate does not appear on Telerate Page 3750 as of 11:00 a.m. (London time) on the related Determination Date, LIBOR will be the arithmetic mean (if necessary rounded upwards to the nearest whole multiple of .00001%) of the rates (expressed as percentages per annum) for Eurodollar deposits having a three-month maturity that appear on Reuters Monitor Money Rates Page LIBO (“Reuters Page LIBO”) as of 11:00 a.m. (London time) on such Determination Date;

(iii) if such rate does not appear on Reuters Page LIBO as of 11:00 a.m. (London time) on the related Determination Date, the Calculation Agent will request the principal London offices of four leading banks in the London interbank market of the Bank’s selection to provide such banks’ offered quotations (expressed as percentages per annum) to prime banks in the London interbank market for Eurodollar deposits having a three-month maturity as of 11:00 a.m. (London time) on such Determination Date. If at least two quotations are provided, LIBOR will be the arithmetic mean (if necessary rounded upwards to the nearest whole multiple of .00001%) of such quotations;

(iv) if fewer than two such quotations are provided as requested in clause (iii) above, the Calculation Agent will request four major New York City banks of the Bank’s selection to provide such banks’ offered quotations (expressed as percentages per annum) to leading European banks for loans in Eurodollars as of 11:00 a.m. (London time) on such Determination Date. If at least two such quotations are provided, LIBOR will be the arithmetic mean (if necessary rounded upwards to the nearest whole multiple of .00001%) of such quotations; and

(v) if fewer than two such quotations are provided as requested in clause (iv) above, LIBOR will be LIBOR determined with respect to the Series B Dividend Period immediately preceding such current Series B Dividend Period.

If the rate for Eurodollar deposits having a three-month maturity that initially appears on Telerate Page 3750 or Reuters Page LIBO, as the case may be, as of 11:00 a.m. (London time) on the related Determination Date is superseded on Telerate Page 3750 or Reuters Page LIBO, as the case may be, by a corrected rate before 12:00 noon (London time) on such Determination Date, the corrected rate as so substituted on the applicable page will be the applicable LIBOR for such Determination Date.

“London Business Day” means any day, other than a Saturday or Sunday, on which commercial banks and foreign exchange markets are open for business, including dealings in foreign exchange and foreign currency deposits, in London.

“Moody’s” means Moody’s Investors Service, Inc., or its successor, so long as such agency (or successor) is in the business of rating securities of the type of the Series A Preferred Stock or the Series B Preferred Stock.

“Officer’s Certificate” means a certificate signed by the President, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of the Bank.

“Opinion of Counsel” means a written opinion of counsel, who may be in-house counsel for the Bank.

“Person” means any individual, firm, Depository Institution or other entity and shall include any successor (by merger or otherwise) of such entity.

“Rating Agencies” means Moody’s (and any successor thereto), Standard & Poor’s (and any successor thereto) and any other nationally recognized statistical rating organizations assigning, at the Bank’s request, ratings to the shares of Series A Preferred Stock or Series B Preferred Stock.

“Record Date” means the 15th day of the month in which the applicable Dividend Payment Date falls for dividends declared by the Board of Directors.

“Series A Dividend Payment Date” means each March 31 and September 30 of each year.

“Series A Dividend Period” is the period from a Series A Dividend Payment Date to, but excluding, the next succeeding Series A Dividend Payment Date;provided, however, that the initial Series A Dividend Period is the period from the Issue Date of the Series B Preferred Stock to the next succeeding Series A Dividend Payment Date.

“Series A Dividend Rate” has the meaning set forth in Section 6.02(d)(i) hereof.

“Series A Junior Securities” has the meaning set forth in Section 6.02(c) hereof.

“Series A Liquidation Value” has the meaning set forth in Section 6.02(a) hereof.

“Series A Notice of Redemption” has the meaning set forth in Section 6.02(g)(i) hereof.

“Series A Parity Securities” has the meaning set forth in Section 6.02(c) hereof.

“Series A Preferred Stock” has the meaning set forth in Section 6.02(a) hereof.

“Series A Redemption Date” has the meaning set forth in Section 6.02(f) hereof.

“Series A Redemption Price” has the meaning set forth in Section 6.02(f) hereof.

“Series A Senior Securities” has the meaning set forth in Section 6.02(c) hereof.

“Series B Dividend Payment Date” means each March 31, June 30, September 30 and December 31 of each year.

“Series B Dividend Period” is the period from a Series B Dividend Payment Date to, but excluding, the next succeeding Series B Dividend Payment Date;provided, however, that the initial Series B Dividend Period is the period from the Issue Date of the Series B Preferred Stock to the next succeeding Series B Dividend Payment Date.

“Series B Dividend Rate” has the meaning set forth in Section 6.03(d)(i) hereof.

“Series B Junior Securities” has the meaning set forth in Section 6.03(c) hereof.

“Series B Liquidation Value” has the meaning set forth in Section 6.03(a) hereof.

“Series B Notice of Redemption” has the meaning set forth in Section 6.03(g)(i) hereof.

“Series B Parity Securities” has the meaning set forth in Section 6.03(c) hereof.

“Series B Preferred Stock” has the meaning set forth in Section 6.03(a) hereof.

“Series B Redemption Date” has the meaning set forth in Section 6.03(f) hereof.

“Series B Redemption Price” has the meaning set forth in Section 6.03(f) hereof.

“Series B Senior Securities” has the meaning set forth in Section 6.03(c) hereof.

“Standard & Poor’s” means Standard & Poor’s Ratings Group, a division of the McGraw-Hill Companies, Inc. or its successor, so long as such agency (or successor) is in the business of rating securities of the type of the Series A Preferred Stock or the Series B Preferred Stock.

“Transfer Agent” means a bank or trust company as may be appointed from time to time by the Board of Directors of the Bank, or a committee thereof, to act as transfer agent, paying agent and registrar of the Series A Preferred Stock and the Series B Preferred Stock.

Section 6.05. Pursuant to the provisions of this Article VI, a series of Preferred Stock, all designated as the Series C Non-Cumulative Preferred Stock, consisting of 500 shares, is hereby established and authorized to be issued, and in addition to such matters specified elsewhere in this Article VI, such Series C Non-Cumulative Preferred Stock shall have the following powers, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions:

(a) Designation and Amount. The shares of such series of Preferred Stock shall be designated as the Series C Non-Cumulative Preferred Stock (“Series C Preferred Stock”), and the number of shares constituting the Series C Preferred Stock shall be 500. The liquidation preference of the Series C Preferred Stock shall be $1,000,000 per share (“Series C Liquidation Value”).

(b) Maturity. The Series C Preferred Stock has no stated maturity and will not be subject to any sinking fund or mandatory redemption.

(c) Rank. The Series C Preferred Stock shall, with respect to dividend rights and upon liquidation, dissolution and winding up of the Bank, rank (i) senior to all classes and series of Common Stock of the Bank and to all classes and series of equity securities of the Bank now or hereafter authorized, issued or outstanding, which by their terms expressly provide that they are junior to the Series C Preferred Stock as to dividend distributions and distributions upon the liquidation, dissolution or winding up of the Bank, or which do not specify their rank (collectively with the Common Stock, the “Series C Junior Securities”); (ii) on a parity with each other class or series of equity securities issued by the Bank after the date hereof, the terms of which specifically provide that such class or series will rank on a parity with the

Series C Preferred Stock as to dividend distributions and distribution upon the liquidation, dissolution or winding up of the Bank (the “Series C Parity Securities”); and (iii) junior to the Series A Preferred Stock, the Series B Preferred Stock and to each other class or series of equity securities issued by the Bank after the date hereof, the terms of which specifically provide that such class or series will rank senior to the Series C Preferred Stock as to dividend distributions and distributions upon the liquidation, dissolution or winding up of the Bank (collectively with the Series A Preferred Stock and the Series B Preferred Stock, the “Series C Senior Securities”).

(d) Dividends. Dividends are payable on the Series C Preferred Stock as follows:

(i) The holders of shares of the Series C Preferred Stock in preference to the Series C Junior Securities shall be entitled to receive, out of funds legally available for that purpose, and when, as, and if declared by the Board of Directors of the Bank, preferential non-cumulative dividends payable in cash at the annual rate of seven and one quarter percent (7.25%) of the Series C Liquidation Value (the “Series C Dividend Rate”).

(ii) Dividends on the Series C Preferred Stock shall be non-cumulative. Dividends not paid on any Series C Dividend Payment Date shall not accumulate thereafter. Dividends shall accumulate from the first day of any Series C Dividend Period to but excluding the immediately succeeding Series C Dividend Payment Date. Dividends, if and when declared, shall be payable in arrears in cash on each Series C Dividend Payment Date of each year with respect to the Series C Dividend Period ending on the day immediately prior to such Series C Dividend Payment Date as the Series C Dividend Rate to holders of record at the close of business on the applicable Record Date, commencing on September 15, 2002, with respect to any shares of Series C Preferred Stock issued prior to that Series C Dividend Payment Date;provided that any dividend payable for a period less than a full semiannual period shall be prorated for the period and computed on the basis of a 360-day year of twelve 30-day months and the actual number of days in such Series C Dividend Period; andprovided, further, that dividends payable on the Series C Preferred Stock on the initial Series C Dividend Payment Date shall include any accumulated and unpaid dividends on the Non-Cumulative Exchangeable Preferred Stock of the Company exchanged for the Series C Preferred Stock as of the Exchange Date for the then current dividend period. Dividends on such Series C Preferred Stock shall be paid only in cash.

(iii) No dividends on shares of Series C Preferred Stock shall be declared by the Board of Directors or paid or set apart for payment by the Board of Directors or paid or set apart for payment by the Bank at such time as the terms and provisions of any agreement of the Bank, including any agreement relating to its indebtedness, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or is such declaration or payment shall be restricted or prohibited by law.

(iv) Holders of shares of the Series C Preferred Stock shall not be entitled to any dividends in excess of full non-cumulative dividends declared, as herein provided, on the shares of Series C Preferred Stock. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment on the share of Series C Preferred Stock that may be in arrears.

(v) So long as any shares of Series C Preferred Stock are outstanding, no dividends shall be declared, paid or set aside for payment or other distribution upon any Series C Junior Securities for any Series C Dividend Period (other than dividends or distributions paid in shares of, or options, warrants or rights to subscribe for or purchase shares of, Series C Junior Securities and other than as provided in clause (B) below), nor, during any Series C Dividend Period, shall any shares of any Series C Junior Securities or any Series C Parity Securities be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or set aside or made available for a sinking fund for the redemption of any shares of any such stock) by the Bank (except by conversion into or exchange for shares of, or options, warrants or rights to subscribe for or purchase, Series C Junior Securities) whenever, in each case, full non-cumulative dividends on

all outstanding shares of the Series C Preferred Stock for such Series C Dividend Period shall not have been declared and paid or set aside for payment.

(e) Liquidation Preference.

(i) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Bank, the holders of shares of Series C Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Bank available for distribution to its stockholders an amount in cash equal to the Series C Liquidation Value for each share outstanding, plus an amount in cash equal to all accumulated and unpaid dividends thereon for the then current Series C Dividend Period, whether or not earned or declared, before any payment shall be made or any assets distributed to the holders of Series C Junior Securities. If the assets of the Bank are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of the Series C Preferred Stock and any Series C Parity Securities, then the holders of all such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Series C Preferred Stock and the holders of outstanding shares of such Series C Parity Securities are entitled were paid in full. After payment of the full amount of the liquidation preference, plus any accumulated and unpaid dividends for the then current Series C Dividend Period, to which holders of Series C Preferred Stock are entitled, holders of Series C Preferred Stock will have no right or claim to any remaining assets of the Bank.

(ii) For the purpose of this Section 6.05(e), neither the voluntary sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Bank nor the consolidation or merger of the Bank shall be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of the Bank unless such voluntary sale, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the Bank.

(f) Redemption. After the Issue Date, the Series C Preferred Stock shall be redeemable, in whole or part, at the option of the Bank, but not with the prior written approval of the Federal Reserve and, if such approval is then required under any applicable law, rule, guideline or policy, with the prior written of the Georgia Department of Banking and Finance, for cash out of any source of funds legally available, at a redemption price equal to 100% of the Series C Liquidation Value per share plus declared and unpaid dividends thereon, if any accumulated since the immediately preceding Series C Dividend Payment Date (the “Series C Redemption Price”). Any date of such redemption is referred to as the “Series C Redemption Date.” If fewer than all the outstanding shares of Series C Preferred Stock are to be redeemed, the Bank will select those to be redeemed by lot orpro rata or by any other method as may be determined by the Board of Directors to be equitable.

(g) Procedure for Redemption.

(i) Upon redemption of the Series C Preferred Stock pursuant to Section 6.05(f) hereof, notice of such redemption (a “Series C Notice of Redemption”) shall be mailed by first-class mail, postage prepaid, not less than 30 days nor more than 60 days prior to the Series C Redemption Date tot he holders of record of the shares to be redeemed at their respective addresses as they shall appear in the records of the Bank;provided, however, that failure to give such notice or any defect therein or in the mailing thereof shall not affect the validity of the proceeding for the redemption of any shares so to be redeemed except as tot he holder to whom the Bank has failed to give such notice or except as to the holder to whom notice was defective. Each such notice shall state: (A) the Series C Redemption Date; (B) the Series C Redemption Price; and (C) the place or places where certificates for such shares are to be surrendered for payment of the Series C Redemption Price.

(ii) If a Series C Notice of Redemption shall have been given as aforesaid and the Bank shall have deposited on or before the Redemption Date a sum sufficient to redeem the shares of Series C Preferred Stock as to which a Series C Notice of Redemption has been given in trust with the Transfer Agent with irrevocable instructions and authority to pay the Series C Redemption Price to the holders thereof, or if no such deposit is made, then upon the Series C Redemption Date (unless the Bank shall default in making payment of the Series C Redemption Price), all rights of the holders thereof as stockholders of the Bank by reason of the ownership of such shares (except their right to receive the Series C Redemption Price thereof without interest) shall cease and terminate, and such shares shall no longer be deemed outstanding for any purpose. The Bank shall be entitled to receive, from time to time, from the Transfer Agent the interest, if any, earned on such moneys deposited with it, and the holders of any shares so redeemed shall have no claim to any such interest. In case the holder of any shares of Series C Preferred Stock so called for redemption shall not claim the Series C Redemption Price for its shares within six months after the related Series C Redemption Date, the Transfer Agent shall, upon demand, pay over to the Bank such amount remaining on deposit, and the Transfer Agent shall thereupon be relieved of all responsibility to the holder of such shares, and such holder shall look only to the Bank for payment thereof.

(iii) Not later than 1:30 p.m., Eastern Standard Time, on the Business Day immediately preceding the Series C Redemption Date, the Bank shall irrevocably deposit with the Transfer Agent sufficient funds for the payment of the Series C Redemption Price for the shares to be redeemed on the Series C Redemption Date and shall give the Transfer Agent irrevocable instructions to apply such funds, and, if applicable and so specified in the instructions, the income and proceeds therefrom, to the payment of such Series C Redemption Price. The Bank may direct the Transfer Agent to invest any such available funds,provided that the proceeds of any such investment will be available to the Transfer agent in Atlanta, Georgia at the opening of business on such Series C Redemption Date.

(iv) Except as otherwise expressly set forth in this Section 6.05(g), nothing contained in these Restated Articles of Incorporation shall limit any legal right of the Bank to purchase or otherwise acquire any shares of Series C Preferred Stock at any price, whether higher or lower than the Series C Redemption Price, in private negotiated transactions, the over-the-counter market or otherwise.

(v) If the Bank shall not have funds legally available for the redemption of all of the shares of Series C Preferred Stock on any Series C Redemption date, the Bank shall redeem on the Series C Redemption Date only the number of shares of Series C Preferred stock as it shall have legally available funds to redeem, as determined in an equitable manner, the remainder of the shares of Series C Preferred Stock shall be redeemed, at the option of the Bank, on the earliest practice date next following the day on which the Bank shall first have funds legally available for the redemption of such shares.

(h) Reacquired Shares. Shares of the Series C Preferred Stock that have been redeemed, purchased or otherwise acquired by the Bank are not subject to reissuance or resale as shares of Series C Preferred Stock and shall be held in treasury. Such shares shall revert to the status of authorized but unissued shares of preferred stock, undesignated as to series, until the Board of Directors of the Bank shall designate them again for issuance as part of a series.

(i) Voting Rights. Except as otherwise from time to time required by law, the holders of the Series C Preferred Stock shall not have any voting rights.

Section 6.06. Definitions. For the purpose of section 6.05 hereof, the following terms shall have the meanings indicated:

“Company” means STB Capital, LLC, a limited liability company, or any successor thereto.

“Exchange Date” means any date on which the 7.25% Non-Cumulative Exchangeable Preferred Securities of the Company are exchanged for the Series C Preferred Stock.

“Federal Reserve” means the Board of Governors of the Federal Reserve System, or any successor thereto.

“Issue Date” means with respect to the Series C Preferred Stock, the first date on which shares of Series C Preferred Stock are issued.

“Record Date” means the Business Day immediately preceding the applicable Series C Dividend Payment Date.

“Series C Dividend Payment Date” means March 15 and September 15 of each year.

“Series C Dividend Period” is the period from a Series C Divided Payment Date, to but excluding, the next succeeding Series C Dividend Payment Date;provided, however, that the initial Series C Dividend Period is the period from the Issue Date of the Series C Preferred Stock to the next succeeding Series C Dividend Payment Date.

“Series C Dividend Rate” has the meaning set forth in Section 6.05(d)(i).

“Series C Junior Securities” has the meaning set forth in Section 6.05(c) hereof.

“Series C Liquidation Value” has the meaning set forth in Section 6.05(a).

“Series C Notice of Redemption” has the meaning set forth in Section 6.05(g)(i) hereof.

“Series C Parity Securities” has the meaning set forth in Section 6.05(c) hereof.

“Series C Preferred Stock” has the meaning set forth in Section 6.05(a) hereof.

“Series C Redemption Date” has the meaning set forth in Section 6.05(f) hereof.

“Series C Redemption Price” has the meaning set forth Section 6.05(f) hereof.

“Series C Senior Securities” has the meaning set forth in Section 6.05(c) hereof.

Section 6.07. Authority is hereby expressly granted to the Board of Directors from time to time to issue additional Preferred Stock, for such consideration and on such terms as it may determine, as Preferred Stock of one or more series and in connection with the creation of any such series to fix by the resolution or resolutions providing for the issue of shares thereof the designation, powers and relative participating, optional, or

other special rights of such series, and the qualifications, limitations, or restrictions thereof.

Article VII

No stockholder shall have any preemptive right to subscribe for or to purchase any shares or other securities issued by the Bank.

Article VIII

The number of directors shall be not less than eleven nor more than twenty-five, which number shall be fixed as provided by law.

Article IX

Section 9.01. No director of the Bank shall be personally liable to the shareholders of the Bank for monetary damages for breach of his duty of care or other duty as a director, provided that this provision shall eliminate or limit the liability of a director only to the maximum extent permitted from time to time by the Financial Institutions Code of Georgia or any successor law or laws.

Section 9.02. Any repeal or modification of clause (a) of this Article IX by the shareholders of the Bank shall not adversely affect any right or protection of a director of the Bank existing at the time of such repeal or modification.

IN WITNESS WHEREOF, SunTrust Bank has caused these Restated Articles of Incorporation to be executed and its corporate seal to be affixed and has caused the foregoing to be attested, all by its duly authorized officers on this 4^th day of March, 2002.

SUNTRUST BANK

By:		/s/ L. Phillip Humann
		Name: L. Phillip Humann
		Title: Chairman of the Board, President
		and Chief Executive Officer


By:		/s/ John W. Spiegel
		Name: John W. Spiegel
		Title: Executive Vice President and Chief Financial Officer

(SEAL)


Attest:		/s/ Raymond D. Fortin
Name:		Raymond D. Fortin
Title:		Corporate Secretary

EXHIBIT 2 TO FORM T-1

CERTIFICATE OF AUTHORITY

SUNTRUST BANK TO COMMENCE BUSINESS

(Included in Exhibit 1)

EXHIBIT 3 TO FORM T-1

AUTHORIZATION

SUNTRUST BANK TO EXERCISE

CORPORATE TRUST POWERS

(Included in Exhibit 1)

EXHIBIT 4 TO FORM T-1

BY-LAWS

SUNTRUST BANK

(ATTACHED)

SUNTRUST BANK

BYLAWS

(As Amended and Restated August 13, 2002)

ARTICLE I

SHAREHOLDERS

SECTION 1. Annual Meeting. The annual meeting of the shareholder for the election of Directors and for the transaction of such other business as may properly come before the meeting shall be held at such place, on such date and at such time as the Board of Directors may by resolution provide. If the Board of Directors fails to provide such date and time, the meeting shall be held at the Bank’s headquarters at 10:00 AM local time on the third Tuesday in April of each year, or, if that date is a legal holiday, on the next succeeding business day. The Board of Directors may specify by resolution prior to any special meeting of the shareholder that such meeting shall be in lieu of the annual meeting.

SECTION 2. Special Meeting; Call of Meetings. Special meetings of the shareholder may be called at any time by the Chairman of the Board, the President, or the Board itself, and shall be held at such place as is stated in the notice.

ARTICLE II

DIRECTORS

SECTION 1. Board of Directors. The Board of Directors shall manage the business and affairs of the Bank and may exercise all of the powers of the Bank, subject to whatever restrictions are imposed by law.

SECTION 2. Composition of the Board. The Board of Directors of the Bank shall consist of not less than ten (10) nor more than twenty (20) natural persons, the exact number to be set from time to time by the Board of Directors. In the absence of the Board setting the number of Directors, the number shall be sixteen (16). Each Director, unless he or she dies, resigns, retires or is removed from office, shall hold office until the next annual meeting of the shareholder, and may be reelected for successive terms.

SECTION 3. Election of Directors. Nominations for election to the Board of Directors may be made by the Board, or by the Bank’s shareholder. Nominations shall specify the class of Directors to which each person is nominated.

SECTION 4. Vacancies. Vacancies resulting from retirement, resignation, removal from office (with or without cause), death or an increase in the number of Directors comprising the Board, shall be filled by the Board of Directors. Any Director so elected shall hold office until the next annual meeting of the shareholder. No decrease in the number of Directors constituting the Board of Directors shall shorten the term of any incumbent Director.

SECTION 5. Retirement. Each Director serving as an officer of the Bank or any of its affiliates shall cease to be a Director on the date of the first to occur of (a) his or her 65th birthday, or (b) the date of his or her termination, resignation or retirement of employment. Each Director who is not an officer of the Bank or any of its affiliates shall cease to be a Director at the end of his or her term that coincides with or follows his or her 70^th birthday.

SECTION 6. Removal. Any or all Directors may be removed from office at any time with or without cause, by the affirmative vote of the shareholder.

SECTION 7. Resignations. Any Director may resign at any time by giving written notice to the Chairman of the Board, the President or the Corporate Secretary. Such resignation shall take effect when delivered unless the notice specifies a later effective date, and the acceptance of the resignation shall not be necessary to make it effective, unless otherwise stated in the resignation.

ARTICLE III

ACTION OF THE BOARD OF DIRECTORS; COMMITTEES

SECTION I. Quorum; Vote Requirement. A majority of the Directors holding office shall constitute a quorum for the transaction of the Board’s business. If a quorum is present, a vote of a majority of the Directors present at such time shall be the act of the Board of Directors, unless a greater vote is required by law, the Articles of Incorporation or these Bylaws.

SECTION 2. Executive Committee. An Executive Committee, consisting of not less than four (4) Directors, is hereby established. The members of the Executive Committee shall be elected by the Board at its meeting immediately following the annual shareholder’s meeting, or at such other time as the Board determines to be appropriate. The Executive Committee shall have and may exercise all the authority of the Board as permitted by law. In addition, the Executive Committee shall serve as the Nominating Committee and shall have the power to recommend candidates for election to the Board and consider other issues related to the size and composition of the Board. The Board shall elect the Chairman of the Executive Committee, who shall be entitled to preside at all meetings of the Executive Committee and perform such other duties as may be designated by the Committee. The Executive Committee shall exercise oversight for the Bank’s fiduciary actions and duties.

SECTION 3. Audit Committee. An Audit Committee, consisting of not less than four (4) Directors, is hereby established. No Director who is an officer of the Bank or any affiliate shall be a member of the Audit Committee. The members of the Audit Committee shall be elected by the Board at its meeting immediately following the annual shareholder’s meeting, or at such other time as the Board determines to be appropriate. The Audit Committee shall require that an audit of the books and records of the affairs of the Bank be made at such time or times as the members of the Audit Committee choose, and shall review the scope of the audit and approve of any non-audit services to be performed for the Bank by the independent accountants. The Audit Committee shall also review examination reports by the independent accountants and regulatory agencies; review credit issues, loan policies and procedures, the classification of loans and the

adequacy of the allowance for loan losses; monitor the credit process review function; review the Bank’s CRA policy, plans and performance; review internal programs to assure compliance with laws and regulations and the adequacy of internal controls. The Board shall elect the Chairman of the Audit Committee who shall be entitled to preside at all meetings of the Committee and perform such other duties as may be designated by the Committee.

SECTION 4. Other Committees. The Board of Directors may designate one or more other committees, each consisting of one or more Directors, and each of which, to the extent permitted by law and provided in the resolution establishing such committee, shall have and may exercise all authority of the Board of Directors.

SECTION 5. Committee Meetings. Regular meetings of each committee, of which no notice is necessary, shall be held at such times and places as fixed, from time to time, by resolution adopted by the committee. Special meetings of any committee may be called at any time by the Chairman of the Board or the President, by the Chairman of such committee or by two members of the committee. Notice of any special meeting of any committee may be given in the manner provided in the Bylaws for giving notice of a special meeting of the Board of Directors. However, notice of any special meeting need not be given to any member of the committee who is present at the meeting or who, before or after the meeting, waives notice in writing (including telegram, cablegram, facsimile, or radiogram). Any regular or special meeting of any committee shall be a legal meeting, without any notice being given, if all the members are present. A majority of the members of any committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of the committee.

SECTION 6. Committee Records. Each committee shall keep a record of its acts and proceedings and shall report them from time to time to the Board of Directors.

SECTION 7. Alternate Members; Vacancies. The Board of Directors may designate one or more Directors as alternate members of any committee, to act in the place and stead of one or more members who are absent from such committee. The Board of Directors may fill any vacancy or vacancies occurring in any committee.

SECTION 8. Place, Time, Notice and Call of Directors’ Meetings. The annual meeting of the Board of Directors shall be held each year immediately following the annual meeting of the shareholder or at such other time and place as the Chairman of the Board may designate. Regular meetings of the Board of Directors shall be held at such times and places as the Board of Directors may determine from time to time. Regular meetings of the Board of Directors may be held without notice. Special meetings of the Board of Directors shall be held upon notice of the date, time and place of the meeting as given to each Director orally, by telephone or in person, or in writing, by personal delivery or by mail, telegram, facsimile, or cablegram. Notice of special meetings shall be given no later than the day before the meeting, except that notice of a special meeting need not be given to any Director who signs and delivers to the Bank, either before or after the meeting, a waiver of notice. Attendance of a Director at a Board meeting shall constitute a waiver of notice of that meeting, as well as a waiver of any and all objections to the place of the meeting, the time of the meeting, or the manner in which it has been called or

convened, except when a Director states, at the beginning of the meeting (or promptly upon his or her arrival), any such objection or objections to the transaction of business and thereafter does not vote for or assent to action taken at the meeting. The business to be transacted at, and the purpose of, any regular or special meeting of the Board of Directors need not be specified in the notice or waiver of notice of the meeting unless required by law or these Bylaws.

A majority of the Directors present,whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. No notice of any adjourned meeting need be given. Meetings of the Board of Directors may be called by the Chairman of the Board, the President or any two Directors.

SECTION 9. Action by Directors Without a Meeting; Participation in Meeting by Telephone. Except as limited by law, any action to be taken at a meeting of the Board, or by any committee of the Board, may be taken without a meeting if written consent, setting forth the action so taken, shall be signed by all the members of the Board or such Committee and shall be filed with the minutes of the proceedings of the Board or such committee. Such written consent shall have the same force and effect as a unanimous vote of the Board or such committee and any document executed on behalf of the Corporation may recite that the action was duly taken at a meeting of the Board or such committee.

Participation at Board and committee meetings may occur by conference telephone or similar communication equipment so long as all persons participating in the meeting can hear and speak to one other, and such participation shall constitute personal presence at the meeting.

SECTION 10. Directors’ Compensation. The Board of Directors shall have authority to determine, from time to time, the amount of compensation paid to its members for attendance at meetings of, or services on, the Board or any committee thereof. The Board shall also have the power to reimburse Directors for reasonable expenses of attendance at Directors’ meetings and committee meetings.

ARTICLE IV

OFFICERS

SECTION 1. Executive Structure. The Board of Directors shall elect a Chairman of the Board, President, Chief Financial Officer, Corporate Secretary and Treasurer, and may elect one or more Vice Chairmen and Executive Vice Presidents as the Board of Directors may deem necessary. The Board of Directors shall designate a Chief Executive Officer from among these officers. The Chief Executive Officer shall designate duties of each designated officer and may appoint assistant officers, to assist one or more of the designated officers in discharging their duties. Titles of the assistant officers will be designated by the Chief Executive Officer as he or she deems appropriate. The Chief Executive Officer may also appoint other officers and may delegate the authority to appoint officers to other officers of the Bank. The local or regional boards or the local or regional chief executive officers or their designees may appoint officers of SunTrust Bank. Each officer elected by the Board and each officer appointed by the Chief Executive Officer or his or her designee shall serve until the next annual meeting of the Board, or

until he or she earlier resigns, retires, dies or is removed from office. Any two or more offices may be held by the same person.

SECTION 2. Chief Executive Officer. The Chief Executive Officer shall be the most senior officer of the Bank and all other officers and agents of the Bank shall be subject to his or her direction. He or she shall be accountable to the Board of Directors for the fulfillment of his or her duties and responsibilities and, in the performance and exercise of all such duties, responsibilities and powers, he or she shall be subject to the supervision and direction of, and any limitations imposed by, the Board of Directors. The Chief Executive Officer shall be responsible for interpretation and implementation of the policies of the Bank as determined and specified from time to time by the Board of Directors, and shall be responsible for the general management and direction of the business and affairs of the Bank. For the purpose of fulfilling his or her duties and responsibilities and subject to these Bylaws and the direction of the Board, the Chief Executive Officer shall have plenary authorities and powers, including general executive powers, the authority to delegate and assign duties, responsibilities and authorities, and, in the name of the Bank and on its behalf, the authority to negotiate and make any agreements, waivers or commitments that do not require the express approval of the Board.

SECTION 3. Chairman of the Board. The Chairman shall be a member of the Board of Directors and shall be entitled to preside at all meetings of the Board.

SECTION 4. President. The President shall have such powers and perform such duties as may be assigned by the Board of Directors, the Chairman of the Board or the Chief Executive Officer.

SECTION 5. Vice Chairman. Any Vice Chairman elected shall have such duties and authority as may be conferred upon him by the Board or delegated to him by the Chief Executive Officer.

SECTION 6. Chief Financial Officer. The Chief Financial Officer shall have the care, custody, control and handling of the funds and assets of the Bank, and shall render a statement of the assets, liabilities and operations of the Bank to the Board at its regular meetings.

SECTION 7. Treasurer. The Treasurer shall perform such duties as may be assigned to him or her and shall report to the Chief Financial Officer or, in the absence of the Chief Financial Officer, to the President.

SECTION 8. Corporate Secretary. Due notice of all meetings of the shareholder and Directors shall be given by the Corporate Secretary or the person or persons calling such meeting. The Corporate Secretary shall report the proceedings of all meetings in a book of minutes and shall perform all the duties pertaining to his or her office, including authentication of corporate documents, and shall have custody of the Seal of the Bank. Each Assistant Corporate Secretary appointed by the Chief Executive Officer or his or her designee may perform all duties of the Corporate Secretary.

SECTION 9. Bank Officers. Each officer, employee and agent of the Bank shall have the duties and authority conferred upon him or her by the Board of Directors or delegated to him or her by the Chief Executive Officer, or his or her designee.

SECTION 10. Removal of Officers. Any officer may be removed by the Board of Directors with or without cause whenever, in its judgment, the best interests of the Bank will be served thereby. In addition, an officer of the Bank shall cease to be an officer upon ceasing to be an employee of the Bank or its affiliates.

ARTICLE V

STOCK

SECTION 1. Stock Certificates. The shares of stock of the Bank shall be represented by certificates in such form as may be approved by the Board of Directors, which certificates shall be issued to the shareholder of the Bank and shall be signed by the Chairman of the Board, or the President, together with the Corporate Secretary or an Assistant Secretary of the Bank; and which shall be sealed with the seal of the Bank. The described signatures on any certificate may be a facsimile signature if the certificate is countersigned by a transfer agent or registrar other than the Bank itself or an employee of the Bank. No share certificates shall be issued until consideration for the shares represented thereby has been fully paid. If any officer who has signed or whose facsimile signature has been placed upon a certificate ceases to be such officer before such certificate is issued, it may be issued by the Bank with the same effect as if he or she was such officer at the date of issue.

SECTION 2. Transfer of Stock. Shares of stock of the Bank shall be transferred on the books of the Bank only upon surrender to the Bank of the certificate or certificates representing the shares to be transferred, accompanied by an assignment in writing of such shares, properly executed by the shareholder of record or his or her duly authorized attorney-in-fact, and after payment of all taxes due upon the transfer. The Bank may refuse any requested transfer until furnished evidence satisfactory to it that such transfer is proper. Upon the surrender of a certificate for transfer of stock, such certificate shall be marked on its face “Canceled”. The Board of Directors may make such additional rules concerning the issuance, transfer and registration of stock and requirements regarding the establishment of lost, destroyed or wrongfully taken stock certificates (including any requirement of an indemnity bond prior to issuance of any replacement certificate and provision for appointment of a transfer agent and a registrar) as it deems appropriate.

SECTION 3. Registered Shareholder. The Bank may deem and treat the holder of record of any stock as the absolute owner thereof for all purposes and shall not be required to take any notice of any right or claim of right of any other person.

SECTION 4. Record Date. For the purpose of determining the shareholder entitled to notice of, or to vote at, any meeting of shareholder or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of the shareholder for any other

purpose, the Board of Directors may fix, in advance, a date as the record date for determination of the shareholder.

ARTICLE VI

DEPOSITORIES, SIGNATURES AND SEAL

SECTION 1. Depositories. All funds of the Bank shall be deposited in the name of the Bank in such bank, banks, or other financial institutions as the Board of Directors may from time to time designate and shall be drawn out on checks, drafts or other orders signed on behalf of the Bank by such person or persons as the Board, its Executive Committee or the Chief Executive Officer may, from time to time, direct.

SECTION 2. Seal. The seal of the Bank shall be in such form as the Board of Directors may, from time to time, direct. Unless otherwise directed by the Board of Directors, the official seal of the Bank shall be as follows:

If the seal is affixed to a document, the signature of the Corporate Secretary or his or her designee shall attest to the seal. The seal and its attestation may be lithographed or otherwise printed on any document and shall have, to the extent permitted by law, the same force and effect as if it has been affixed and attested manually.

SECTION 3. Execution of Instruments. All bills, notes, checks, and other instruments for the payment of money, all agreements, indentures, mortgages, deeds, conveyances, transfers, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds, undertakings, proxies and other instruments or documents may be signed, executed, acknowledged, verified, delivered, or accepted on behalf of the Bank by the Chairman of the Board, the President, any Vice Chairman, Executive Vice President, Senior Vice President or Vice President, the Secretary or the Treasurer. Any such instrument may also be signed, executed, acknowledged, verified, delivered or accepted on behalf of the Bank in such manner and by such other officers, employees or agents of the Bank as the Board of Directors, Executive Committee or Chief Executive Officer may, from time to time, direct.

ARTICLE VII

INDEMNIFICATION OF OFFICERS, DIRECTORS, AND EMPLOYEES

SECTION 1. Definitions. The following terms are defined, for purposes of this Article, as:

(A) “Bank” includes any domestic or foreign predecessor entity of this Bank in merger or other transaction in which the predecessor’s existence ceased upon consummation of the transaction.

(B) “Director” means an individual who is or was a director of the Bank or an individual who, while a director of the Bank, is or was serving at the Bank’s request as director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other entity. A Director is considered to be serving an employee benefit plan at the Bank’s request if his or her duties to the Bank also impose duties on, or otherwise involve services by, him or her to the plan or to participants in or beneficiaries of the plan. Director includes, unless the context requires otherwise, the estate or personal representative of a Director.

(C) “Disinterested Director” means a Director who, at the time of a vote referred to in Section 3(C) or a vote or selection referred to in Section 4(B), 4(C) or 7(A) is not: (I) a party to the proceedings; or (ii) an individual who is a party to a proceeding having a familial, financial, professional, or employment relationship with the Director whose indemnification or advance for expenses is the subject of the decision being made with respect to the proceeding, which relationship would, in the circumstances, reasonably be expected to exert an influence on the Director’s judgement when voting on the decision being made.

(D) “Employee” means an individual who is or was an employee of the Bank or an individual who, while an employee of the Bank, is or was serving at the Bank’s request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. An Employee is considered to be serving an employee benefit plan at the Bank’s request if his or her duties to the Bank also imposes duties on, or otherwise involves services by, him or her to the plan or to participants in or beneficiaries of the plan. Employee includes, unless the context requires otherwise, the estate or personal representative of an Employee.

(E) “Expenses” includes counsel fees.

(F) “Liability” means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses incurred with respect to a proceeding.

(G) “Officer” means an individual who is or was an officer of the Bank, including an assistant officer, or an individual who, while an officer of the Bank, is or was serving at the Bank’s request as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other entity. An Officer is considered to be serving an employee benefit plan at the Bank’s request if his or her duties to the Bank also impose duties on, or otherwise involve services by, him or her to the plan or to participants in or beneficiaries of the plan. Officer includes, unless the context requires otherwise, the estate or personal representative of an Officer.

(H) “Official Capacity” means: (i) when used with respect to a director, the office of a director in a corporation; and (ii) when used with respect to an officer, the office in a corporation held by the officer. Official Capacity does not include service for any other domestic or foreign corporation or any partnership, joint venture, trust, employee benefit plan, or other entity.

(I) “Party” means an individual who was, is, or is threatened to be made, a named defendant or respondent in a proceeding.

(J) “Proceeding” means any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative or investigative and whether formal or informal.

Section 2. Basic Indemnification Arrangement. (A) Except as provided in subsection 2(D) below and, if required by Section 4 below, upon a determination pursuant to Section 4 in the specific case that such indemnification is permissible in the circumstances under this subsection because the individual has met the standard of conduct set forth in this subsection (A), the Bank shall indemnify an individual who is made a party to a proceeding because he or she is or was a Director or Officer against liability incurred by him or her in the proceeding if he or she conducted himself or herself in good faith and, in the case of conduct in his or her official capacity, he or she reasonably believed such conduct was in the best interest of the Bank, or in all other cases, he or she reasonably believed such conduct was at least not opposed to the best interests of the Bank and, in the case of any criminal proceeding, he or she had no reasonable cause to believe the conduct was unlawful.

(B) A person’s conduct with respect to an employee benefit plan for a purpose he or she believes in good faith to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection 2(A) above.

(C) The termination of a proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, is not, of itself, determinative that the proposed indemnitee did not meet the standard of conduct set forth in subsection 2(A) above.

(D) The Bank shall not indemnify a person under this Article (i) in connection with a proceeding by or in the right of the Bank, except for reasonable expenses incurred in connection with the proceeding if it is determined that such person has met the relevant standard of conduct under this section, or (ii) with respect to conduct for which such person was adjudged liable on the basis that personal benefit was improperly received by him or her, whether or not involving action in his official capacity.

SECTION 3. Advances for Expenses. (A) The Bank may advance funds to pay for or reimburse the reasonable expenses incurred by a Director or Officer who is a party to a proceeding because he or she is a Director or Officer in advance of final disposition of the proceeding if (i) such person furnishes the Bank a written affirmation of his or her good faith belief that he or she has met the relevant standard of conduct set forth in subsection 2(A) above or that the proceeding involves conduct for which liability has been eliminated under the Bank’s Articles of Incorporation; and (ii) such person furnishes the Bank a written undertaking meeting the qualifications set forth below in subsection 3(B), executed personally or on his or her behalf, to repay any funds advanced if it is ultimately determined that he or she is not entitled to any indemnification under this Article or otherwise.

(B) The undertaking required by subsection 3(A)(ii) above must be an unlimited general obligation of the Director or Officer but need not be secured and shall be accepted without reference to financial ability to make repayment.

(C) Authorizations under this Section shall be made: (i) by the Board of Directors (a) when there are two or more Disinterested Directors, by a majority vote of all Disinterested Directors (a majority of whom shall for such purpose constitute a quorum) or by a majority of the members of a committee of two or more Disinterested Directors appointed by such a vote; or (b) when there are fewer than two Disinterested Directors, by a majority of the Directors present in a meeting in which Directors who do not qualify as Disinterested Directors may participate; or (ii) by the shareholder.

SECTION 4. Authorization of and Determination of Entitlement to Indemnification.

(A) The Bank shall not indemnify a Director or Officer under Section 2 above unless authorized thereunder and a determination has been made for a specific proceeding that indemnification of such person is permissible in the circumstances because he or she has met the relevant standard of conduct set forth in subsection 2(A) above; provided, however, that regardless of the result or absence of any such determination, to the extent that a Director or Officer has been wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party because he or she is or was a Director or Officer, the Bank shall indemnify such person against reasonable expenses incurred by him or her in connection therewith.

(B) The determination referred to in subsection 4(A) above shall be made (i) if there are two or more Disinterested Directors, by a majority vote of all the Disinterested Directors (a majority of whom shall for such purpose constitute a quorum) or by a majority of the members of a committee of two or more Disinterested Directors appointed by such a vote; (ii) by special legal counsel (1) selected by the Board of Directors or its committee in the manner prescribed in subdivision (i), or (2) if there are fewer than two Disinterested Directors, selected by the Board of Directors (in which selection Directors who do not qualify as Disinterested Directors may participate); or (iii) by the shareholder; but shares owned by or voted under the control of a Director who at the time does not qualify as a Disinterested Director may not be voted on the determination.

(C) Authorization of indemnification or an obligation to indemnify, and evaluation as to reasonableness of expenses of a Director or Officer in the specific case shall be made in the same manner as the determination that indemnification is permissible, as described in subsection 4(B) above, except that if there are fewer than two Disinterested Directors or if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subsection 4(B)(ii)(2) above to select counsel.

(D) The Board of Directors, a committee thereof, or special legal counsel acting pursuant to subsection (B) above or Section 5 below, shall act expeditiously upon an application for indemnification or advances, and cooperate in the procedural steps required to obtain a judicial determination under Section 5 below.

(E) The Bank may, by a provision in its Articles of Incorporation or Bylaws or in a resolution adopted or a contract approved by its Board of Directors or shareholder, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification or advance funds to pay for or reimburse expenses consistent with this part. Any such obligatory provision shall be deemed to satisfy the requirements referred to in Section 3(C) or Section 4(C).

SECTION 5. Court-Ordered Indemnification and Advances for Expenses. A Director or Officer who is a party to a proceeding because he or she is a Director or Officer may apply for indemnification or advances for expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an application and after giving any notice it considers necessary, the court shall order indemnification or advances for expenses if it determines that: (i) the Director is entitled to indemnification under this part; or (ii) in view of all the relevant circumstances, it is fair and reasonable to indemnify the Director or Officer or to advance expenses to the Director or Officer, even if the Director or Officer has not met the relevant standard of conduct set forth in subsection 2(A) above, failed to comply with Section 3, or was adjudged liable in a proceeding referred to in subsections (i) or (ii) of Section 2(D), but if the Director or Officer was adjudged so liable, the indemnification shall be limited to reasonable expenses incurred in connection with the proceeding, unless the Articles of Incorporation of the Bank or a Bylaw, contract or resolution approved or ratified by the shareholder pursuant to Section 7 below provides otherwise.

If the court determines that the Director or Officer is entitled to indemnification or an advance for expenses, it may also order the Bank to pay the Director’s or Officer’s reasonable expenses to obtain court-ordered indemnification or advance for expenses.

SECTION 6. Indemnification of Officers and Employees. (A) Unless the Bank’s Articles of Incorporation provide otherwise, the Bank shall indemnify and advance expenses under this Article to an employee of the Bank who is not a Director or Officer to the same extent, consistent with public policy, as to a Director or Officer.

(B) The Bank may indemnify and advance expenses under this Article to an officer of the Bank who is a party to a proceeding because he or she is an Officer of the Bank: (i) to the same extent as a Director; and (ii) if he is not a Director, to such further extent as may be provided by the Articles of Incorporation, the Bylaws, a resolution of the Board of Directors, or contract except for liability arising out of conduct that is enumerated in subsections (A)(i) through (A)(iv) of Section 7. The provisions of this Section shall also apply to an Officer who is also a Director if the sole basis on which he or she is made a party to the proceeding is an act or omission solely as an Officer.

SECTION 7. Shareholder Approved Indemnification. (A) If authorized by the Articles of Incorporation or a Bylaw, contract or resolution approved or ratified by shareholder of the Bank, the Bank may indemnify or obligate itself to indemnify a person made a party to a proceeding, including a proceeding brought by or in the right of the Bank, without regard to the limitations in other sections of this Article, but shares owned or voted under the control of a Director who at the time does not qualify as a Disinterested Director with respect to any existing or threatened

proceeding that would be covered by the authorization may not be voted on the authorization. The Bank shall not indemnify a person under this Section 7 for any liability incurred in a proceeding in which the person is adjudged liable to the Bank or is subjected to injunctive relief in favor of the Bank: (i) for any appropriation, in violation of his duties, of any business opportunity of the Bank; (ii) for acts or omissions which involve intentional misconduct or a knowing violation of law; (iii) for the types of liability set forth in Section 14-2-832 of the Georgia Business Corporation Code; or (iv) for any transaction from which he or she received an improper personal benefit.

(B) Where approved or authorized in the manner described in subsection 7(A) above, the Bank may advance or reimburse expenses incurred in advance of final disposition of the proceeding only if: (i) the proposed indemnitee furnishes the Bank a written affirmation of his good faith belief that his or her conduct does not constitute behavior of the kind described in subsection 7(A)(i)-(iv) above; and (ii) the proposed indemnitee furnishes the Bank a written undertaking, executed personally, or on his or her behalf, to repay any advances if it is ultimately determined that he or she is not entitled to indemnification.

SECTION 8. Liability Insurance. The Bank may purchase and maintain insurance on behalf of an individual who is a Director, Officer, Employee, or agent of the Bank or who, while a director, officer, employee, or agent of the Bank, is or was serving at the request of the Bank as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other entity against liability asserted against or incurred by him in that capacity or arising from his status as a director, officer, employee, or agent, whether or not the Bank would have power to indemnify him against the same liability under Section 2 or Section 3 above.

SECTION 9. Witness Fees. Nothing in this Article shall limit the Bank’s power to pay or reimburse expenses incurred by a person in connection with his appearance as a witness in a proceeding at a time when he is not a party.

SECTION 10. Report to Shareholders. If the Bank indemnifies or advances expenses to a Director in connection with a proceeding by or in the right of the Bank, the Bank shall report the indemnification or advance, in writing, to the shareholder.

SECTION 11. Severability. In the event that any of the provisions of this Article (including any provision within a single section, subsection, division or sentence) is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remaining provisions of this Article shall remain enforceable to the fullest extent permitted by law.

SECTION 12. Indemnification Not Exclusive. The rights of indemnification provided in this Article VII shall be in addition to any rights which any such Director, Officer, Employee or other person may otherwise be entitled by contract or as a matter of law.

ARTICLE VIII

AMENDMENTS OF BYLAWS

SECTION 1. Amendments. The Board of Directors shall have the power to alter, amend or repeal the Bylaws or adopt new Bylaws, but any Bylaws adopted by the Board of Directors may be altered, amended or repealed and new Bylaws adopted by the shareholder. Action by the Directors with respect to the Bylaws shall be taken by an affirmative vote of a majority of all of the Directors then elected and serving, unless a greater vote is required by law, the Articles of Incorporation or these Bylaws.

ARTICLE IX

EMERGENCY TRANSFER OF RESPONSIBILITY

SECTION 1. Emergency Defined. In the event of a national emergency threatening national security or a major disaster declared by the President of the United States or the person performing his functions, which directly or severely affects the operations of the Bank, the officers and employees of the Bank will continue to conduct the affairs of the Bank under such guidance from the Directors as may be available except as to matters which by law or regulation require specific approval of the Board of Directors and subject to conformance with any applicable laws, regulations, and governmental directives during the emergency.

SECTION 2. Officers Pro Tempore. The Board of Directors shall have the power, in the absence or disability of any officer, or upon the refusal of any officer to act as a result of said national emergency directly and severely affecting the operations of the Bank, to delegate and prescribe such officer’s powers and duties to any other officer, or to any Director.

In the event of a national emergency or state of disaster of sufficient severity to prevent the conduct and management of the affairs and business of the Bank by its Directors and officers as contemplated by the Bylaws, any two or more available members or alternate members of the then incumbent Executive Committee shall constitute a quorum of such Committee for the full conduct and management of the Bank in accordance with the provisions of Articles II and III of the Bylaws. If two members or alternate members of the Executive Committee cannot be expeditiously located, then three available Directors shall constitute the Executive Committee for the full conduct and management of the affairs and business of the Bank until the then remaining Board can be convened. These provisions shall be subject to implementation by resolutions of the Board of Directors passed from time to time, and any provisions of the Bylaws (other than this Section) and any resolutions which are contrary to the provisions of this Section or the provisions of any such implementary resolutions shall be suspended until it shall be determined by any such interim Executive Committee acting under this Section that it shall be to the advantage of this Corporation to resume the conduct and management of its affairs and business under all of the other provisions of these Bylaws.

SECTION 3. Officer Succession. If, in the event of a national emergency or disaster which directly and severely affects the operations of the Bank, the Chief Executive Officer cannot be located expeditiously or is unable to assume or to continue normal duties, then the authority and

duties of the office shall be automatically assumed, without Board of Directors action, in order of title, and subject only to willingness and ability to serve, by the Chairman of the Board, President, Vice Chairman, Executive Vice President, Senior Vice President, Vice President, Corporate Secretary or their successors in office at the time of the emergency or disaster. Where two or more officers hold equivalent titles and are willing and able to serve, seniority in title controls initial appointment. If, in the same manner, the Corporate Secretary or Treasurer cannot be located or is unable to assume or continue normal duties, the responsibilities attached thereto shall, in like manner as described immediately above, be assumed by any Executive Vice President, Senior Vice President, or Vice President. Any officer assuming authority and position hereunder shall continue to serve until the earlier of his resignation or the elected officer or a more senior officer shall become available to perform the duties of the position of Chief Executive Officer, Corporate Secretary, or Treasurer.

SECTION 4. Certification of Authority. In the event of a national emergency or disaster that directly and severely affects the operations of the Bank, anyone dealing with the Bank shall accept a certification by the Corporate Secretary or any three officers that a specified individual is acting as Chairman of the Board, Chief Executive Officer, President, Corporate Secretary, or Treasurer, in accordance with these Bylaws; and that anyone accepting such certification shall continue to consider it in force until notified in writing of a change, such notice of change to carry the signature of the Corporate Secretary or three officers of the Bank.

SECTION 5. Alternative Locations. In the event of a national emergency or disaster which destroys, demolishes, or renders the Bank’s offices or facilities unserviceable, or which causes, or in the judgment of the Board of Directors or the Executive Committee probably will cause, the occupancy or use thereof to be a clear and imminent hazard to personal safety, the Bank shall temporarily lease or acquire sufficient facilities to carry on its business as may be designated by the Board of Directors. Any temporarily relocated place of business of this Bank shall be returned to its legally authorized location as soon as practicable and such temporary place of business shall then be discontinued.

SECTION 6. Amendments to Article IX. At any meeting called in accordance with Section 2 of this Article IX, the Board of Directors or Executive Committee, as the case may be, may modify, amend or add to the provisions of this Article IX so as to make any provision that may be practical or necessary for the circumstances of the emergency.

EXHIBIT 5 TO FORM T-1

(INTENTIONALLY OMITTED. NOT APPLICABLE.)

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 the Senior Debt Securities, Subordinated Debt Securities and Guarantee of Smithfield Capital Trust I % Trust Preferred Securities, 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:		By: /s/ Jack Ellerin
		Jack Ellerin Assistant Vice President

EXHIBIT 7 TO FORM T-1

REPORT OF CONDITION

(ATTACHED)

Board of Governors of the Federal Reserve System

OMB Number: 7100-0038

Federal Deposit Insurance Corporation

OMB Number: 3004-0062

Office of the Comptroller of the Currency

OMB Number: 1567-00B1

Expires March 31, 2006

Federal Financial Institutions Examination Council

Please refer to page in

Table of Contents, for

the required disclosure

of estimated burden.

Consolidated Reports of Condition and Income for

A Bank With Domestic and Foreign Offices—FFIEC 031

Report at the close of business March 31, 2003.

This report is required by law: 12 U.S.C. §324 (State member banks): 12 U.S.C. §1817 (State nonmember banks): and 12 U.S.C. §161 (National banks).

20030331

(RCRI 9999)

This report form is to be filed by banks with branches and consolidated subsidiaries in U.S. territories and possessions, Edge or Agreement subsidiaries, foreign branches, consolidated foreign subsidiaries, or International Banking Facilities.

NOTE: The Reports of Condition and Income must be signed by an authorized officer and the Report of Condition must be attested to by not less than two directors (trustees) for State nonmember banks and three directors for State member and National banks.

I, Jorge Arrieta, SVP & Controller

Name and Title of Officer Authorized to Sign Report

of the named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

[GRAPHIC APPEARS HERE]

Signature of Officer Authorized to Sign Report

4/28/2003

Date of Signature

The Reports of Condition and Income are to be prepared in accordance with Federal regulatory authority instructions.

We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

[GRAPHIC APPEARS HERE]

Director (Trustee)

[GRAPHIC APPEARS HERE]

Director (Trustee)

[GRAPHIC APPEARS HERE]

Director (Trustee)

Submission of Reports

Each bank must prepare its Reports of Condition and Income either:

(a)

in electronic form and then file the computer data file directly with the banking agencies’ collection agent, Electronic Data Systems Corporation (EDS), by modem or on computer diskette: or

(b)

in hard-copy (paper) form and arrange for another party to convert the paper report to electronic form. That party (if other than EDS) must transmit the bank’s computer data file to EDS.

For electronic filing assistance, contact EDS Call Report Services, 2150 N. Prospect Ave., Milwaukee, WI 53202, telephone (800) 255-1571.

To fulfill the signature and attestation requirement for the Reports of Condition and Income for this report date, attach this signature page (or a photocopy or a computer-generated version of this page) to the hard-copy record of the completed report that the bank places in its files.

FDIC Certificate Number		00867
		(RCRI 9050)

SUNTRUST BANK
Legal Title of Bank (TEXT 9010)

ATLANTA
City (TEXT 9130)

GA		30302
State Abbrev, (TEXT 9200)		Zip Code (TEXT 9220)

Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency

Consolidated Reports of Condition and Income for

A Bank With Domestic and Foreign Offices

Table of Contents

Signature Page		Cover
Contact Information		ii
Report of Income
Schedule RI—Income Statement		RI-1, 2, 3
Schedule RI-A—Changes in Equity Capital		RI-4
Schedule RI-B—Charge-offs and Recoveries on Loans and Leases and Changes in Allowance for Loan and Lease Losses		RI-4, 5, 6
Schedule RI-D—Income from International Operations		RI-6
Schedule RI-E—Explanations		RI-7, 8

Disclosure of Estimated Burden

The estimated average burden associated with this information collection is 37.0 hours per respondent and is estimated to vary from 15 to 550 hours per response, depending on individual circumstances. Burden estimates include the time for reviewing instructions, gathering and maintaining data in the required form, and completing the information collection, but exclude the time for compiling and maintaining business records in the normal course of a respondent’s activities. A Federal agency may not conduct or sponsor, and an organization (or a person) is not required to respond to a collection of information, unless it displays a currently valid OMB control number. Comments concerning the accuracy of this burden estimate and suggestions for reducing this burden should be directed to the Office of Information and Regulatory Affairs, Office of Management and Budget, Washington, D.C. 20503, and to one of the following:

Secretary

Board of Governors of the Federal Reserve System

Washington, D.C. 20551

Legislative and Regulatory Analysis Division

Office of the Comptroller of the Currency

Washington, D.C. 20219

Assistant Executive Secretary

Federal Deposit Insurance Corporation

Washington, D.C. 20429

Report of Condition

Schedule RC—Balance Sheet		RC-1, 2
Schedule RC-A—Cash and Balances Due From Depository Institutions		RC-3
Schedule RC-B—Securities		RC-3, 4, 5
Schedule RC-C—Loans and Lease Financing Receivables:
Part I. Loans and Leases		RC-6, 7
Part II. Loans to Small Businesses and Small Farms (to be completed for the June report only; not included in the forms for the September and December reports)		RC-7a, 7b
Schedule RC-D—Trading Assets and Liabilities (to be completed only by selected banks)		RC-8
Schedule RC-E—Deposit Liabilities		RC-9, 10
Schedule RC-F—Other Assets		RC-11
Schedule RC-G—Other Liabilities		RC-11
Schedule RC-H—Selected Balance Sheet Items for Domestic Offices		RC-12
Schedule RC-I—Assets and Liabilities of IBFs		RC-12
Schedule RC-K—Quarterly Averages		RC-13
Schedule RC-L—Derivatives and Off-Balances Sheet Items		RC-14, 15
Schedule RC-M—Memoranda		RC-16
Schedule RC-N—Past Due and Nonaccrual Loans, Leases, and Other Assets		RC-17, 18
Schedule RC-O—Other Data for Deposit Insurance and FICO Assessments		RC-19, 20
Schedule RC-R—Regulatory Capital		RC-21, 22, 23, 24
Schedule RC-S—Servicing, Securitization, and Asset Sales Activities		RC-25, 26, 27
Schedule RC-T—Fiduciary and Related Services		RC-28, 29, 30
Optional Narrative Statement Concerning the Amounts Reported in the Reports of Condition and Income		RC-31

Special Report (to be completed by all banks)

For information or assistance, National and State nonmember banks should contact the FDIC’s Reports Analysis and Quality Control Section, 550 17th Street, NW, Washington, D.C. 20429, toll free on (800) 688-FDIC(3342), Monday through Friday between 8:00 a.m. and 5:00 p.m., Eastern time. State member banks should contact their Federal Reserve District Bank.

Emergency Contact Information

This information is being requested so the Agencies can distribute critical, time sensitive information to emergency contacts at banks. Please provide primary contact information for a senior official of the bank who has decision-making authority. Also provide information for a secondary contact if available. Enter “none” for the contact’s e-mail address or fax number if not available. Emergency contact information is for the confidential use of the Agencies and will not be released to the public.

Primary Contact		Secondary Contact

Todd Bailey
Name (TEXT C366)		Name (TEXT C371)

VP
Title (TEXT C367)		Title (TEXT C372)

Todd.Bailey@Suntrust.com
E-Mail Address (TEXT C368)		E-Mail Address (TEXT C373)

404-724-3835
Telephone: Area code/phone number/extension (TEXT C369)		Telephone: Area code/phone number/extension (TEXT C374)

404-827-6501
Fax: Area code/phone number (TEXT C370)		Fax: Area code/phone number (TEXT C375)

USA PATRIOT Act Section 314(a) Anti-Money Laundering Contact Information

This information is being requested to identify points-of-contact who are in charge of your depository institution’s Section 314(a) searches and who could be contacted by federal law enforcement officers for additional information related to anti-terrorist financing and anti-money laundering. Please provide information for a secondary contact if available. Enter “none” for the contacts’s e-mail address or fax number if not available. USA PATRIOT Act contact information is for the confidential use of the Agencies and will not be released to the public.

Primary Contact		Secondary Contact

Todd Bailey
Name (TEXT C437)		Name (TEXT C442)

VP
Title (TEXT C438)		Title (TEXT C443)

Todd.Bailey@suntrust.com
E-Mail Address (TEXT C439)		E-Mail Address (TEXT C444)

404-724-3835
Telephone: Area code/phone number/extension (TEXT C440)		Telephone: Area code/phone number/extension (TEXT C445)

404-827-6501
Fax: Area code/phone number (TEXT C441)		Fax: Area code/phone number (TEXT C446)

SUNTRUST BANK

Legal Title of Bank

ATLANTA

City

GA		30302
State		Zip Code

Transmitted to InterCept on 04/30/2003. Confirmation Number—0005091

FDIC Certificate Number—00867

Consolidated Report of Income

for the period January 1, 2003—March 31, 2003

All Report of Income schedules are to be reported on a calendar year-to-date basis in thousands of dollars.

Schedule RI—Income Statement

Dollar Amounts in Thousands	RIAD	Bil \| Mil \| Thou
1. Interest Income:
a. Interest and fee income on loans:
(1) In domestic offices:
(a) Loans secured by real estate	4011	561,943	1.a.1.a
(b) Loans to finance agricultural production and other loans to farmers	4024	1,275	1.a.1.b
(c) Commercial and industrial loans	4012	184,980	1.a.1.c
(d) Loans to individuals for household, family, and other personal expendiatures:
(1) Credit cards	B485	0	1.a.1.d.1
(2) Other (includes single payment, installment, all student loans, and revolving credit plans other than credit cards)	B486	194,580	1.a.1.d.2
(e) Loans to foreign governments and official institutions	4056	83	1.a.1.e
(f) All other loans in domestic offices	B487	39,630	1.a.1.f
(2) In foreign offices, Edge and Agreement subsidiaries, and IBFs	4059	0	1.a.2
(3) Total interest and fee income on loans (sum of items 1.a.(1)(a) through 1.a.(2))	4010	982,491	1.a.3
b. Income from lease financing receivables	4065	38,739	1.b
c. Interest income on balances due from depository institutions:(1)	4115	65	1.c
d. Interest and dividend income on securities:
(1) U.S. Treasury securities and U.S. Government agency obligations (excluding mortgage-backed securities)	B488	27,000	1.d.1
(2) Mortgage-backed securities	B489	84,626	1.d.2
(3) All other securities (includes securities issued by states and political subdivisions in the U.S.)	4060	56,362	1.d.3
e. Interest income from trading assets	4069	1,499	1.e
f. Interest income on federal funds sold and securities purchased under agreements to resell	4020	12,151	1.f
g. Other interest income	4518	7,348	1.g
h. Total interest income (sum of items 1.a.(3) through 1.g)	4107	1,210,281	1.h
2. Interest expense:
a. Interest on deposits:
(1) Interest on deposits in domestic offices:
(a) Transaction accounts (NOW accounts, ATS accounts, and telephone and preauthorized transfer accounts)	4508	1,470	2.a.1.a
(b) Nontransaction accounts:
(1) Savings deposits (includes MMDAs)	0093	87,821	2.a.1.b.1
(2) Time deposits of $100,000 or more	A517	50,004	2.a.1.b.2
(3) Time deposits of less than $100,000	A518	60,950	2.a.1.b.3
(2) Interest on deposits in foreign offices, Edge and Agreement subsidiaries, and IBFs	4172	19,987	2.a.2
b. Expense of federal funds purchased and securities sold under agreements to repurchase	4180	39,480	2.b
c. Interest on trading liabilities and other borrowed money	4185	76,936	2.c

(1)

Includes interest income on time certificates of deposits not held for trading.

SUNTRUST BANK

Legal Title of Bank

Transmitted to InterCept on 04/30/2003. Confirmation Number—0005091

FDIC Certificate Number—00867

Schedule RI—Continued

		Year-to-date
Dollar Amounts in Thousands	RIAD	Bil \| Mil \| Thou
2. Interest expense (continued):
d. Interest on subordinated notes and debentures	4200	26,428				2.d
e. Total interest expense (sum of items 2.a through 2.d)	4073	363,076				2.e
3. Net interest income (item 1.h minus 2.e)				4074	847,205	3
4. Provision for loan and lease losses				4230	80,325	4
5. Noninterest income:
a. Income from fiduciary activities(1)	4070	104,498				5.a
b. Service charges on deposit accounts in domestic offices	4080	157,821				5.b
c. Trading revenue(2)	A220	14,855				5.c
d. Investment banking, advisory, brokerage, and underwriting fees and commissions	B490	55,931				5.d
e. Venture capital revenue	B491	0				5.e
f. Net servicing fees	B492	864				5.f
g. Net securitization income	B493	0				5.g
h. (1) Insurance and reinsurance underwriting income	C386	0				5.h.1
(2) Income from other insurance activities	C387	6,779				5.h.2
i. Net gains (losses) on sales of loans and leases	5416	(25,886	)			5.i
j. Net gains (losses) on sales of other real estate owned	5415	253				5.j
k. Net gains (losses) on sales of other assets (excluding securities)	B496	(62	)			5.k
l. Other noninterest income*	B497	137,043				5.l
m. Total noninterest income (sum of items 5.a through 5.l)				4079	452,093	5.m
6. a. Realized gains (losses) on held-to-maturity securities				3521	0	6.a
b. Realized gains (losses) on available-for-sale securities				3196	25,220	6.b
7. Noninterest expense:
a. Salaries and employee benefits	4135	414,682				7.a
b. Expenses of premises and fixed assets (net of rental income) (excluding salaries and employee benefits and mortgage interest)	4217	102,571				7.b
c. (1) Goodwill impairment losses	C216	0				7.c.1
(2) Amortization expense and impairment losses for other intangible assets	C232	16,694				7.c.2
d. Other noninterest expense*	4092	225,229				7.d
e. Total noninterest expense (sum of items 7.a through 7.d)				4093	759,176	7.e
8. Income (loss) before income taxes and extraordinary items, and other adjustments (item 3 plus or minus items 4, 5.m, 6.a, 6.b, and 7.e)				4301	485,017	8
9. Applicable income taxes (on item 8)				4302	147,194	9
10. Income (loss) before extraordinary items and other adjustments (item 8 minus item 9)				4300	337,823	10
11. Extraordinary items and other adjustments, net of income taxes*				4320	0	11
12. Net income (loss) (sum of items 10 and 11)				4340	337,823	12

Describe on Schedule RI-E—Explanations.

(1)

For banks required to complete Schedule RC-T, items 12 through 19, income from fiduciary activities reported in Schedule RI, items 5.a, must equal the amount reported in Schedule RC-T, item 19.

(2)

For banks required to complete Schedule RI, Memorandum item 8, trading revenue reported in Schedule RI, item 5.c must equal the sum of Memorandum items 8.a through 8.d.

SUNTRUST BANK

Legal Title of Bank

Transmitted to InterCept on 04/30/2003. Confirmation Number—0005091

FDIC Certificate Number—00867

Schedule RI—Continued

Year-to-Date

Dollar Amounts in Thousands

RIAD

Bil | Mil | Thou

Memoranda

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

4513

898

M.1

2. Income from the sale and servicing of mutual funds and annuities in domestic offices (included in Schedule RI, item 8)

8431

34,207

M.2

3. Income on tax-exempt loans and leases to states and political subdivisions in the U.S. (included in Schedule RI, items 1.a and 1.b)

4313

23,472

M.3

4. Income on tax-exempt securities issued by states and political subdivisions in the U.S. (included in Schedule RI, item 1.d.(3))

4507

2,934

M.4

5. Number of full-time equivalent employees at end of current period (round to nearest whole number)

4150

Number

25,886

M.5

6. Not applicable

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(1)

CCYY / MM / DD

9106

N/A

M.7

8. Trading revenue (from cash instruments and derivative instruments) (sum of Memorandum items 8.a through 8.d must equal Schedule RI, item 5.c)
(To be completed by banks that reported average trading assets (Schedule RC-K, item 7) of $2 million or more for any quarter of the preceding calendar year.):

RIAD

Bil | Mil | Thou

a. Interest rate exposures

8757

10,037

M.8.a

b. Foreign exchange exposures

8758

4,818

M.8.b

c. Equity security and index exposures

8759

M.8.c

d. Commodity and other exposures

8760

M.8.d

9. Impact on income of derivatives held for purposes other than trading:

RIAD

Bil | Mil | Thou

a. Net increase (decrease) to interest income

8761

(153

)

M.9.a

b. Net (increase) decrease to interest expense

8762

(4,715

)

M.9.b

c. Other (noninterest) allocations

8763

M.9.c

10. Credit losses on derivatives (see instructions)

A251

M.10

11. Does the reporting bank have a Subchapter S election in effect for federal income tax purposes for the current tax year ?

YES /NO

A530

M.11

(1)

For example, a bank acquired on June 1, 2001, would report 20010601

SUNTRUST BANK

Legal Title of Bank

Transmitted to InterCept on 04/30/2003. Confirmation Number—0005091

FDIC Certificate Number—00867

Schedule RI-A—Changes in Equity Capital

Indicate decreases and losses in parentheses.

Dollar Amounts in Thousands	RIAD	Bil \| Mil \| Thou
1. Total equity capital most recently reported for the December 31, 2002, Reports of Condition and Income (i.e., after adjustments from amended Reports of Income)	3217	9,025,108		1
2. Restatements due to corrections of material accounting errors and changes in accounting principles*	B507	0		2
3. Balance end of previous calendar year as restated (sum of items 1 and 2)	B508	9,025,108		3
4. Net income (loss) (must equal Schedule RI, item 12)	4340	337,823		4
5. Sale, conversion, acquisition, or retirement of capital stock, net (excluding treasury stock transactions)	B509	0		5
6. Treasury stock transactions, net	B510	0		6
7. Changes incident to business combinations, net	4356	0		7
8. LESS: Cash dividends declared on preferred stock	4470	0		8
9. LESS: Cash dividends declared on common stock	4460	200,000		9
10. Other comprehensive income(1)	B511	(84,628	)	10
11. Other transactions with parent holding company* (not included in items 5, 6, 8, or 9 above)	4415	57,874		11
12. Total equity capital end of current period (sum of items 3 through 11) (must equal Schedule RC, item 28)	3210	9,136,177		12

Describe on Schedule RI-E—Explanations.

(1)

Includes changes in net unrealized holding gains (losses) on available-for-sale securities, changes in accumulated net gains (losses) on cash flow hedges, foreign currency translation adjustments, and changes in minimum pension liability adjustments.

Schedule RI-B—Charge-offs and Recoveries on Loans and Leases and Changes in Allowance for Loan and Lease Losses

Part I. Charge-offs and Recoveries on Loans and Leases

Part I includes charge-offs and recoveries through the allocated transfer risk reserve.

	(Column A) Charge-offs(1)		(Column B) Recoveries
	Calendar year-to-date
Dollar Amounts in Thousands	RIAD	Bil \| Mil \| Thou	RIAD	Bil \| Mil \| Thou
1. Loans secured by real estate:
a. Construction, land development, and other land loans in domestic offices	3582	81	3583	200	1.a
b. Secured by farmland in domestic offices	3584	0	3585	0	1.b
c. Secured by 1-4 family residential properties in domestic offices:
(1) Revolving, open-end loans secured by 1-4 family residential properties and extended under lines of credit	5411	1,173	5412	315	1.c.1
(2) Closed-end loans secured by 1-4 family residential properties:
(a) Secured by first liens	C234	2,283	C217	813	1.c.2.a
(b) Secured by junior liens	C235	308	C218	110	1.c.2.b
d. Secured by multifamily (5 or more) residential properties in domestic offices	3588	0	3589	0	1.d
e. Secured by nonfarm nonresidential properties in domestic offices	3590	229	3591	363	1.e
f. In foreign offices	B512	0	B513	0	1.f
2. Loans to depository institutions and acceptances of other banks:
a. To U.S. banks and other U.S. depository institutions	4653	0	4663	0	2.a
b. To foreign banks	4654	0	4664	0	2.b
3. Loans to finance agricultural production and other loans to farmers	4655	0	4665	0	3
4. Commercial and industrial loans:
a. To U.S. addressees (domicile)	4645	45,374	4617	6,945	4.a
b. To non-U.S. addressees (domicile)	4646	0	4618	7	4.b

(1)

Include write-downs arising from transfers of loans to a held-for-sale account.

SUNTRUST BANK

Legal Title of Bank

Transmitted to InterCept on 04/30/2003. Confirmation Number—0005091

FDIC Certificate Number—00867

Schedule RI-B—Continued

Part 1. Continued

	(Column A) Charge-offs(1)		(Column B) Recoveries
	Calendar year-to-date
Dollar Amounts in Thousands	RIAD	Bil \| Mil \| Thou	RIAD	Bil \| Mil \| Thou
5. Loans to individuals for household, family, and other personal expenditures:
a. Credit cards	B514	0	B515	0	5.a
b. Other (includes single payment, installment, all student loans and revolving credit plans other than credit cards)	B516	44,733	B517	9,064	5.b
6. Loans to foreign governments and official institutions	4643	0	4627	0	6
7. All other loans	4644	3,184	4628	1,588	7
8. Lease financing receivables:
a. To U.S. addressees (domicile)	4658	1,697	4668	533	8.a
b. To non-U.S. addressees (domicile)	4659	0	4669	0	8.b
9. Total (sum of items 1 through 8)	4635	99,062	4605	19,938	9

Memoranda

	(Column A) Charge-offs (1)		(Column B) Recoveries
	Calendar year-to-date
Dollar Amounts in Thousands	RIAD	Bil \| Mil \| Thou	RIAD	Bil \| Mil \| Thou
1. Loans to finance commercial real estate, construction, and land development activities (not secured by real estate) included in Schedule RI-B, part 1, items 4 and 7, above	5409	0	5410	0	M.1
2. Loans secured by real estate to non-U.S. addresses (domicile) (included in Schedule RI-B, part I, item 1, above):	4652	0	4662	0	M.2
3. Not applicable.
4. Memorandum item 4 is to be completed by banks that (1) together with affiliated institutions, have outstanding credit card receivables (as defined in the instructions) that exceed $500 million as of the report date or (2) are credit card specialty banks as defined for Uniform Bank Performance Report purposes. Uncollectible retail credit card fees and finance charges reversed against income (ie., not included in charge-offs against the allowance for loan and lease losses)			Calendar year-to-date
			RIAD	Bil \| Mil \| Thou
			C388	0	M.4

(1)

Include write-downs arising from transfers of loans to a held-for-sale account.

SUNTRUST BANK

Legal Title of Bank

Transmitted to InterCept on 04/30/2003. Confirmation Number—0005091

FDIC Certificate Number—00867

Part II. Changes in Allowance for Loan and Lease Losses

Dollar Amounts in Thousands	RIAD	Bil \| Mil \| Thou
1. Balance most recently reported for the December 31, 2002, Reports of Condition and Income (ie., after adjustments from amended Reports of Income)	B522	912,350	1
2. Recoveries (must equal part I, item 9, column B above)	4605	19,938	2
3. LESS: Charge-offs (must equal part I, item 9, column A above less Schedule RI-B, part II, item 4)	C079	99,062	3
4. LESS: Write-downs arising from transfers of loans to a held-for-sale account	5523	0	4
5. Provision for loan and lease losses (must equal Schedule RI, item 4)	4230	80,325	5
6. Adjustments * (see instructions for this schedule)	C233	9,299	6
7. Balance end of current period (sum of items 1, 2, 5, and 6, less items 3 and 4) (must equal Schedule RC, item 4.c)	3123	922,850	7

Memoranda


Dollar Amounts in Thousands	RIAD	Bil \| Mil \| Thou
1. Allocated transfer risk reserve included in Schedule RI-B, part II, item 7, above Memorandum items 2 and 3 are to be completed by banks that (1) together with affiliated institutions, have outstanding credit card receivables (as defined in the instructions) that exceed $500 million as of the report date or (2) are credit card specialty banks as defined for Uniform Bank Performance Report purposes.	C435	0	M.1
2. Separate valuation allowance for uncollectible retail credit card fees and finance charges	C389	0	M.2
3. Amount of allowance for loan and leases losses attributable to retail credit card fees and finance charges	C390	0	M.3

Describe on Schedule RI-E—Explanations.

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.

		Year-to-date
Dollar Amounts in Thousands	RIAD	Bil \| Mil \| Thou
1. Interest income and expense attributable to international operations:
a. Gross interest income	B523	0	1.a
b. Gross interest expense	B524	0	1.b
2. Net interest income attributable to international operations (item 1.a minus 1.b)	B525	0	2
3. Noninterest income and expense attributable to international operations:
a. Noninterest income attributable to international operations	4097	0	3.a
b. Provision for loan and lease losses attributable to international operations	4235	0	3.b
c. Other noninterest expense attributable to international operations	4239	0	3.c
d. Net noninterest income (expense) attributable to international operations (item 3.a minus 3.b and 3.c)	4843	0	3.d
4. Estimated pretax income attributable to international operations before capital allocation adjustment (sum of items 2 and 3.d)	4844	0	4
5. Adjustment to pretax income for internal allocations to international operations to reflect the effects of equity capital on overall bank funding costs	4845	0	5
6. Estimated pretax income attributable to international operations after capital allocation adjustment (sum of items 4 and 5)	4846	0	6
7. Income taxes attributable to income from international operations as estimated in item 6	4797	0	7
8. Estimated net income attributable to international operations (item 6 minus 7)	4341	0	8

SUNTRUST BANK

Legal Title of Bank

Transmitted to InterCept on 04/30/2003. Confirmation Number—0005091

FDIC Certificate Number—00867

Schedule RI-E—Explanations

Schedule RI-E is to be completed each quarter on a calendar year-to-date basis.

Detail all adjustments in Schedules 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.)

			Year-to-Date
Dollar Amounts in Thousands		RIAD	Bil \| Mil \| Thou
1. Other noninterest income (from Schedule RI, item 5.1) Itemize and describe amounts that exceed 1% of the sum of Schedule RI, items 1.h and 5.m:
TEXT
a. Income and fees from the printing and sale of checks		C013	0	1.a
b. Earnings on/increase in value of cash surrender value of life insurance		C014	0	1.b
c. Income and fees from automated teller machines (ATMs)		C016	0	1.c
d. Rent and other income from other real estate owned		4042	0	1.d
e. Safe deposit box rent		C015	0	1.e
f. 4461 Orig Mtg Srv Rights		4461	51,756	1.f
g. 4462		4462	N/A	1.g
h. 4463		4463	N/A	1.h
2. Other noninterest expense (from Schedule RI, item 7.d): Itemize and describe amounts that exceed 1% of the sum of Schedule RI, items 1.h and 5.m:
TEXT
a. Data processing expenses		C017	29,271	2.a
b. Advertising and marketing expenses		0497	22,993	2.b
c. Director’s fees		4136	0	2.c
d. Printing, stationery, and supplies		C018	0	2.d
e. Postage		8403	17,177	2.e
f. Legal fees and expenses		4141	0	2.f
g. FDIC deposit insurance assessments		4146	0	2.g
h. 4464		4464	N/A	2.h
i. 4467		4467	N/A	2.i
j. 4468		4468	N/A	2.j
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):
TEXT
a. (1) 4469		4469	N/A	3.a.1
(2) Applicable income tax effect	4486 0			3.a.2
b. (1) 4487		4487	N/A	3.b.1
(2) Applicable income tax effect	4488 0			3.b.2
c. (1) 4489		4489	N/A	3.c.1
(2) Applicable income tax effect	4491 0			3.c.2

SUNTRUST BANK

Legal Title of Bank

Transmitted to InterCept on 04/30/2003. Confirmation Number—0005091

FDIC Certificate Number—00867

Schedule RI-E—Continued

		Year-to-Date
Dollar Amounts in Thousands	RIAD	Bil \| Mil \| Thou
4. Restatements due to corrections of material accounting errors and changes in accounting principles (from Schedule RI-A, item 2) (itemize and describe all restatements):
TEXT
a. B526	B526	N/A	4.a
b. B527	B527	N/A	4.b
5. Other transactions with parent holding company (from Schedule RI-A, item 11) (itemize and describe all such transactions):
TEXT
a. 4498 Capital Contribution	4498	57,874	5.a
b. 4499	4499	N/A	5.b
6. Adjustments to allowance for loan and lease losses (from Schedule RI-B, part II, item 6) (itemize and describe all adjustments):
TEXT
a. 4521 PAC Allowance for loan losses	4521	9,299	6.a
b. 4522	4522	N/A	6.b
7. 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):
	RIAD
X = NO COMMENT - Y = COMMENT	4769	X
Other explanations (please type or print clearly):
TEXT( 70 characters per line )
4769

SUNTRUST BANK

Legal Title of Bank

ATLANTA

City

GA		30302
State		Zip Code

Transmitted to InterCept on 04/30/2003. Confirmation Number—0005091

FDIC Certificate Number—00867

Consolidated Report of Condition for Insured Commercial and State-Chartered Savings Banks for March 31, 2003

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

Dollar Amounts in Thousands			RCFD	Bil \| Mil \| Thou
ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A):
a. Noninterest-bearing balances and currency and coin(1)			0081	4,590,391	1.a
b. Interest-bearing balances(2)			0071	18,531	1.b
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A)			1754	0	2.a
b. Available-for-sale securities (from Schedule RC-B, column D)			1773	22,035,405	2.b
3. Federal funds sold and securities purchased under agreements to resell:			RCON
a. Federal funds sold in domestic offices			B987	282,750	3.a
			RCFD
b. Securities purchased under agreements to resell(3)			B989	3,623,250	3.b
4. Loans and lease financing receivables (from Schedule RC-C):
a. Loans and leases held for sale			5369	8,220,705	4.a
b. Loans and leases, net of unearned income	B528	73,901,781			4.b
c. LESS: Allowance for loan and lease losses	3123	922,850			4.c
d. Loans and leases, net of unearned income and allowance ( item 4.b minus 4.c)			B529	72,978,931	4.d
5. Trading assets (from Schedule RC-D)			3545	1,298,146	5
6. Premises and fixed assets (including capitalized leases)			2145	1,308,923	6
7. Other real estate owned (from Schedule RC-M)			2150	27,263	7
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M)			2130	0	8
9. Customers’ liability to this bank on acceptances outstanding			2155	84,197	9
10. Intangible assets:
a. Goodwill			3163	778,474	10.a
b. Other intangible assets (from Schedule RC-M)			0426	608,832	10.b
11. Other assets (from Schedule RC-F)			2160	2,459,183	11
12. Total assets (sum of items 1 through 11)			2170	118,314,981	12

(1)

Includes cash items in process of collection and unposted debits.

(2)

Includes time certificates of deposit not held for trading.

(3)

Includes all securities resale agreements in domestic and foreign offices, regardless of maturity.

SUNTRUST BANK

Legal Title of Bank

Transmitted to InterCept on 04/30/2003. Confirmation Number—0005091

FDIC Certificate Number—00867

Schedule RC—Continued

Dollar Amounts in Thousands				Bil \| Mil \| Thou
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part 1)			RCON
			2200	74,145,405	13.a
(1) Noninterest-bearing(1)	6631	9,917,326			13.a.1
(2) Interest-bearing	6636	64,228,079			13.a.2
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs			RCFN
(from Schedule RC-E, part II)			2200	4,099,738	13.b
(1) Noninterest-bearing	6631	0			13.b.1
(2) Interest-bearing	6636	4,099,738			13.b.2
14. Federal funds purchased and securities sold under agreements to repurchase:			RCON
a. Federal funds purchased in domestic offices(2)			B993	9,196,859	14.a
			RCFD
b. Securities sold under agreements to repurchase(3)			B995	7,754,789	14.b
15. Trading liabilities (from Schedule RC-D)			3548	1,048,005	15
16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M)			3190	7,015,976	16
17. Not applicable
18. Bank’s liability on acceptances executed and outstanding			2920	84,197	18
19. Subordinated notes and debentures(4)			3200	2,149,202	19
20. Other liabilities (from Schedule RC-G)			2930	2,672,144	20
21. Total liabilities (sum of items 13 through 20)			2948	108,166,315	21
22. Minority interest in consolidated subsidiaries			3000	1,012,489	22
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus			3838	0	23
24. Common stock			3230	21,600	24
25. Surplus (exclude all surplus related to preferred stock)			3839	2,593,742	25
26. a. Retained earnings			3632	5,711,608	26.a
b. Accumulated other comprehensive income(5)	��		B530	809,227	26.b
27. Other equity capital components(6)			A130	0	27
28. Total equity capital (sum of items 23 through 27)			3210	9,136,177	28
29. Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28)			3300	118,314,981	29

Memorandum

To be reported only with the March Report of Condition.

		RCFD		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 2002		6724		2		M. 1

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

(1)

Includes total demand deposits and noninterest-bearing time and savings deposits.

(2)

Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “other borrowed money.”

(3)

Includes all securities repurchase agreements in domestic and foreign offices, regardless of maturity.

(4)

Includes limited-life preferred stock and related surplus.

(5)

Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and minimum pension liability adjustments.

(6)

Includes treasury stock and unearned Employee Stock Ownership Plan shares.

SUNTRUST BANK

Legal Title of Bank

Transmitted to InterCept on 04/30/2003. Confirmation Number—0005091

FDIC Certificate Number—00867

Schedule RC-A—Cash and Balances Due From Depository Institutions

Exclude assets held for trading.

Dollar Amounts in Thousands	(Column A) Consolidated Bank		(Column B) Domestic Offices
	RCFD	Bil \| Mil \| Thou	RCON	Bil \| Mil \| Thou
1. Cash items in process of collection, unposted debits, and currency and coin	0022	4,550,754			1
a. Cash items in process of collection and unposted debits			0020	3,794,890	1.a
b. Currency and coin			0080	755,864	1.b
2. Balance due from depository institutions in the U.S.			0082	42,479	2
a. U.S. branches and agencies of foreign banks (including their IBFs)	0083	0			2.a
b. Other commercial banks in the U.S. and other depository institutions in the U.S. (including their IBFs)	0085	42,479			2.b
3. Balances due from banks in foreign countries and foreign central banks			0070	15,689	3
a. Foreign branches of other U.S. banks	0073	0			3.a
b. Other banks in foreign countries and foreign central banks	0074	15,689			3.b
4. Balances due from Federal Reserve Banks	0090	0	0090	0	4
5. Total (sum of items 1 through 4)(total of column A must equal Schedule RC, sum of items 1.a and 1.b	0010	4,608,922	0010	4,608,922	5

Schedule RC-B—Securities

Exclude assets held for trading.

	Held-to-maturity				Available-for-sale
	(Column A) Amortized Cost		(Column B) Fair Value		(Column C) Amortized Cost		(Column D) Fair Value
Dollar Amounts in Thousands	RCFD	Bil \| Mil \| Thou	RCFD	Bil \| Mil\| \| Thou	RCFD	Bil \| Mil \| Thou	RCFD	Bil \| Mil \| Thou
1. U.S. Treasury securities	0211	0	0213	0	1286	58,511	1287	60,643	1
2. U.S. Government agency obligations (exclude mortgage-backed securities):
a. Issued by U.S. Government agencies(1)	1289	0	1290	0	1291	0	1293	0	2.a
b. Issued by U.S. Government-sponsored agencies(2)	1294	0	1295	0	1297	3,341,942	1298	3,398,707	2.b
3. Securities issued by states and political subdivisions in the U.S.	8496	0	8497	0	8498	355,671	8499	374,672	3

(1)

Includes Small Business Administration ‘Guaranteed Loan Pool Certificates,’ U.S. Maritime Administration obligations, and Export—Import Bank participation certificates.

(2)

Includes obligations (other than mortgage-backed securities) issued by the Farm Credit System, the Federal Home Loan Bank System, The Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, the Financing Corporation, Resolution Funding Corporation, the Student Loan Marketing Association, and the Tennessee Valley Authority.

SUNTRUST BANK

Legal Title of Bank

Transmitted to InterCept on 04/30/2003. Confirmation Number—0005091

FDIC Certificate Number—00867

Schedule RC-B—Continued

	Held-to-maturity				Available-for-sale
Dollar Amounts in Thousands	(Column A) Amortized Cost		(Column B) Fair Value		(Column C) Amortized Cost		(Column D) Fair Value
	RCFD	Bil \| Mil \| Thou	RCFD	Bil \| Mil \| Thou	RCFD	Bil \| Mil \| Thou	RCFD	Bil \| Mil \| Thou
4. Mortgage-backed securities (MBS):
a. Pass-through securities:
(1) Guaranteed by GNMA	1698	0	1699	0	1701	85,245	1702	87,961	4.a.1
(2) Issued by FNMA and FHLMC	1703	0	1705	0	1706	2,179,597	1707	2,235,513	4.a.2
(3) Other pass-through securities	1709	0	1710	0	1711	440,000	1713	439,695	4.a.3
b. Other mortgage-backed securities (include CMOs, REMICs and stripped MBS):
(1) Issued or guaranteed by FNMA, FHLMC, or GNMA	1714	0	1715	0	1716	6,742,990	1717	6,797,133	4.b.1
(2) Collateralized by MBS issued or guaranteed by FNMA, FHLMC, or GNMA	1718	0	1719	0	1731	230	1732	230	4.b.2
(3) All other mortgage-backed securities	1733	0	1734	0	1735	441,011	1736	442,485	4.b.3
5. Asset-backed securities (ABS):
a. Credit card receivables	B838	0	B839	0	B840	468,173	B841	474,264	5.a
b. Home equity lines	B842	0	B843	0	B844	2,710,145	B845	2,724,134	5.b
c. Automobile loans	B846	0	B847	0	B848	1,531,689	B849	1,542,942	5.c
d. Other consumer loans	B850	0	B851	0	B852	69,995	B853	69,998	5.d
e. Commercial and industrial loans	B854	0	B855	0	B856	4,602	B857	4,728	5.e
f. Other	B858	0	B859	0	B860	233,193	B861	233,742	5.f
6. Other debt securities:
a. Other domestic debt securities	1737	0	1738	0	1739	1,339,026	1741	1,387,813	6.a
b. Foreign debt securities	1742	0	1743	0	1744	3,300	1746	3.300	6.b
7. Investments in mutual funds and other equity securities with readily determinable fair values(1)					A510	730,307	A511	1,757,445	7
8. Total (sum of items 1 through 7) (total of Column A must equal Schedule RC item 2.a) (total of column D must equal Schedule RC, item 2.b)	1754	0	1771	0	1772	20,735,627	1773	22,035,405	8

(1)

Report Federal Reserve stock, Federal Home Loan Bank stock, and banker’s bank stock in Schedule RC-F, item 4.

SUNTRUST BANK

Legal Title of Bank

Transmitted to InterCept on 04/30/2003. Confirmation Number—0005091

FDIC Certificate Number—00867

Schedule RC-B—Continued

Memoranda

Dollar Amounts in Thousands	RCFD	Bil \| Mil \| Thou
1. Pledged securities(1)	0416	11,739,982	M.1
2. Maturity and repricing data for debt securities (1, 2) (excluding those in nonaccrual status):
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 next repricing date of: (3,4)
(1) Three months or less	A549	3,077,996	M.2.a.1
(2) Over three months through 12 months	A550	428,876	M.2.a.2
(3) Over one year through three years	A551	4,066,126	M.2.a.3
(4) Over three years through five years	A552	1,417,153	M.2.a.4
(5) Over five years through 15 years	A553	954,587	M.2.a.5
(6) Over 15 years	A554	330,203	M.2.a.6
b. Mortgage pass-through securities backed by closed-end first lien 1-4 family residential mortgages with a remaining maturity or next repricing date of: (3,5)
(1) Three months or less	A555	2,134,506	M.2.b.1
(2) Over three months through 12 months	A556	126,461	M.2.b.2
(3) Over one year through three years	A557	22,391	M.2.b.3
(4) Over three years through five years	A558	76,608	M.2.b.4
(5) Over five years through 15 years	A559	300,214	M.2.b.5
(6) Over 15 years	A560	102,991	M.2.b.6
c. Other mortgage-backed securities (include CMOs, REMICs, and stripped MBS; exclude mortgage pass-through securities) with an expected average life of: (6)
(1) Three years or less	A561	6,569,799	M.2.c.1
(2) Over three years	A562	670,050	M.2.c.2
d. Debt securities with a REMAINING MATURITY of one year or less (included in Memorandum items 2.a through 2.c above)	A248	468,348	M.2.d
3. 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)	1778	0	M.3
4. Structured notes (included in the held-to-maturity and available-for-sale accounts in Schedule RC-B, items 2, 3, 5, and 6):
a. Amortized cost	8782	0	M.4.a
b. Fair value	8783	0	M.4.b

(1)

Includes held-to-maturity securities at amortized cost and available-for-sale securities at fair value.

(2)

Exclude investments in mutual funds and other equity securities with readily determinable fair values.

(3)

Report fixed rate debt securities by remaining maturity and floating rate debt securities by next repricing date.

(4)

Sum of Memorandum items 2.a.(1) through 2.a.(6) plus any nonaccrual debt securities in the categories of debt securities reported in Memorandum item 2.a that are included in Schedule RC-N, item 9, column C, must equal Schedule RC-B, sum of items 1, 2, 3, 5, and 6, columns A and D, plus mortgage pass-through securities other than those backed by closed-end first lien 1-4 family residential mortgages included in Schedule RC-B, item 4.a, columns A and D.

(5)

Sum of Memorandum items 2.b.(1) through 2.b.(6) plus any nonaccrual mortgage pass-through securities backed by closed-end first lien 1-4 family residential mortgages included in Schedule RC-N, item 9, column C, must equal Schedule RC-B, item 4.a, sum of columns A and D, less the amount of mortgage pass-through securities other than those backed by closed-end first lien 1-4 family residential mortgages included in Schedule RC-B, item 4.a, columns A and D.

(6)

Sum of Memorandum items 2.c.(1) and 2.c.(2) plus any nonaccrual “Other mortgage-backed securities” included in Schedule RC-N, item 9, column C, must equal Schedule RC-B, item 4.b, sum of columns A and D.

SUNTRUST BANK

Legal Title of Bank

Transmitted to InterCept on 04/30/2003. Confirmation Number—0005091

FDIC Certificate Number—00867

Schedule RC-C—Loans and Lease Financing Receivables

Part I. Loans and Leases

Do not deduct the allowance for loan and lease losses or the allocated transfer risk reserve from amounts reported in this schedule. Report (1) loans and leases held for sale at the lower of cost or market value and (2) loans and leases held for investment, net of unearned income. Exclude assets held for trading and commercial paper.

	(Column A) Consolidated Bank		(Column B) Domestic Offices
Dollar Amounts in Thousands	RCFD	Bil \| Mil \| Thou	RCON	Bil \| Mil \| Thou
1. Loans secured by real estate	1410	40,974,025			1
a. Construction, land development, and other land loans			1415	4,039,891	1.a
b. Secured by farmland (including farm residential and other improvements)			1420	193,834	1.b
c. Secured by 1-4 family residential properties:
(1) Revolving, open-end loans secured by 1-4 family residential properties and extended under lines of credit			1797	5,594,654	1.c.1
(2) Closed-end loans secured by 1-4 family residential properties:
(a) Secured by first liens			5367	20,416,770	1.c.2.a
(b) Secured by junior liens			5368	1,741,307	1.c.2.b
d. Secured by multifamily (5 or more) residential properties			1460	491,194	1.d
e. Secured by nonfarm nonresidential properties			1480	8,496,375	1.e
2. Loans to depository institutions and acceptances of other banks:
a. To commercial banks in the U.S.			B531	229,841	2.a
(1) To U.S. branches and agencies of foreign banks	B532	0			2.a.1
(2) To other commercial banks in the U.S.	B533	229,841			2.a.2
b. To other depository institutions in the U.S.	B534	2,594	B534	2,594	2.b
c. To banks in foreign countries			B535	20,593	2.c
(1) To foreign branches of other U.S. banks	B536	35			2.c.1
(2) To other banks in foreign countries	B537	20,558			2.c.2
3. Loans to finance agricultural production and other loans to farmers	1590	130,823	1590	130,823	3
4. Commercial and industrial loans:
a. To U.S. addressees (domicile)	1763	21,130,038	1763	21,130,038	4.a
b. To non-U.S. addressees (domicile)	1764	371,719	1764	371,719	4.b
5. Not applicable.
6. Loans to individuals for household, family, and other personal expenditures (i.e., consumer loans) (includes purchased paper):
a. Credit cards	B538	0	B538	0	6.a
b. Other revolving credit plans	B539	129,239	B539	129,239	6.b
c. Other consumer loans (includes single payment, installment, and all student loans	2011	12,217,031	2011	12,217,031	6.c
7. Loans to foreign government and official institutions (including foreign central banks)	2081	16,418	2081	16,418	7
8. Obligations (other than securities and leases) of states and political subdivisions in the U.S.	2107	1,497,262	2107	1,497,262	8
9. Other loans	1563	2,255,456			9
a. Loans for purchasing or carrying securities (secured and unsecured)			1545	1,560,788	9.a
b. All other loans (exclude consumer loans)			1564	694,668	9.b
10. Lease financing receivables (net of unearned income)			2165	3,147,447	10
a. Of U.S. addressees (domicile)	2182	3,147,447			10.a
b. Of non-U.S. addressees (domicile)	2183	0			10.b
11. LESS: Any unearned income on loans reflected in items 1-9 above	2123	0	2123	0	11
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 and 4.b)	2122	82,122,486	2122	82,122,486	12

SUNTRUST BANK

Legal Title of Bank

Transmitted to InterCept on 04/30/2003. Confirmation Number—0005091

FDIC Certificate Number—00867

Schedule RC-C—Continued

Part I. Continued

Memoranda

Dollars Amounts in Thousands	RCFD	Bil \| Mil \| Thou
1. Loans and Leases restructured and in compliance with modified terms (included in Schedule RC-C, part I, and not reported as past due or nonaccrual in Schedule RC-N, Memorandum item 1) (exclude loans secured by 1-4 family residential properties and loans to individuals for household, family,and other personal expenditures)	1616	0	M.1
2. Maturity and repricing data for loans and leases (excluding those in nonaccrual status):
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 next repricing date of: (1,2)	RCON
(1) Three months or less	A564	1,411,158	M.2.a.1
(2) Over three months through 12 months	A565	1,728,554	M.2.a.2
(3) Over one year through three years	A566	3,768,258	M.2.a.3
(4) Over three years through five years	A567	3,256,553	M.2.a.4
(5) Over five years through 15 years	A568	4,634,266	M.2.a.5
(6) Over 15 years	A569	5,550,887	M.2.a.6
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 offers (reported in Schedule RC-C, part I item 1.c.(2)(a), column B) with a remaining maturity or next repricing date of: (1,3)	RCFD
(1) Three months or less	A570	33,940,693	M.2.b.1
(2) Over three months through 12 months	A571	2,415,715	M.2.b.2
(3) Over one year through three years	A572	4,498,722	M.2.b.3
(4) Over three years through five years	A573	10,704,474	M.2.b.4
(5) Over five years through 15 years	A574	5,262,157	M.2.b.5
(6) Over 15 years	A575	4,432,994	M.2.b.6
c. Loans and leases (reported in Schedule RC-C, part I, items through 10, column A) with a REMAINING MATURITY of one year or less (excluding those in nonaccrual status)	A247	16,588,488	M.2.c
3. 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 (4)	2746	1,740,695	M.3
4. 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)	RCON 5370	17,853,985	M.4
5. Loans secured by real estate to non-U.S. addresses (domicile) (included in Schedule RC-C, part I, item 1, column A)	RCFD B837	27,541	M.5
6) Memorandum item 6 is to be completed by banks that (1) together with affiliated institutions, have outstanding credit card receivables (as defined in the instructions) that exceed $500 million as of the report date or (2) are credit card specialty banks as defined for Uniform Bank Performance Report purposes. Outstanding credit card fees and finance charges included in Schedule RC-C, part I, item 6.a., column A	C391	0	M.6

(1)

Report fixed rate loans and leases by remaining maturity and floating rate loans by next repricing date.

(2)

Sum of Memorandum items 2.a.(1) through 2.a.(6) plus total nonaccrual closed-end loans secured by first liens on 1-4 family residential properties in domestic offices included in Schedule RC-N, item 1.c.(2)(a), column C must equal total closed-end loans secured by first liens on 1-4 family residential properties from Schedule RC-C, part I, item 1.c.(2)(a), column B

(3)

Sum of Memorandum items 2.b.(1) through 2.b.(6) plus total nonaccrual loans and leases from Schedule RC-N, sum of items 1 through 8, column C, minus nonaccrual closed-end loans secured by first liens on 1-4 family residential properties in domestic offices included in Schedule RC-N. item 1.c.(2)(a), column C, must equal total loans and leases from Schedule RC-C, Part I, sum of items 1 through 10, column A, minus total closed-end loans secured by first liens on 1-4 family residential properties in domestic offices from Schedule RC-C, part I, item 1.c.(2)(a), column B.

(4)

Exclude loans secured by real estate that are included in Schedule RC-C, part I, item 1, column A.

SUNTRUST BANK

Legal Title of Bank

Transmitted to InterCept on 04/30/2003. Confirmation Number—0005091

FDIC Certificate Number—00867

Schedule RC-D—Trading Assets and Liabilities

Schedule RC-D is to be completed by banks that reported average trading assets (Schedule RC-K, item 7) of $2 million or more for any quarter of the preceding year.

Dollar Amounts in Thousands	RCON	Bil \| Mil \| Thou
ASSETS
1. U.S. Treasury securities in domestic offices	3531	17,730	1
2. U.S. Government agency obligations in domestic offices (exclude mortgage-backed securities)	3532	0	2
3. Securities issued by states and political subdivisions in the U.S. in domestic offices	3533	9,872	3
4. Mortgage-backed securities (MBS) in domestic offices:
a. Pass-through securities issued or guaranteed by FNMA, FHLMC, or GNMA	3534	0	4.a
b. Other mortgage-backed securities issued or guaranteed by FNMA, FHLMC, or GNMA (include CMOs, REMICs, and stripped MBS)	3535	0	4.b
c. All other mortgage-backed securities	3536	0	4.c
5. Other debt securities in domestic offices	3537	0	5
6. - 8. Not applicable
9. Other trading assets in domestic offices	3541	73,254	9
	RCFN
10. Trading assets in foreign offices	3542	0	10
11. Revaluation gains on derivative contracts:	RCON
a. In domestic offices	3543	1,197,290	11.a
	RCFN
b. In foreign offices	3543	0	11.b
	RCFD
12. Total trading assets (sum of items 1 through 11) (must equal Schedule RC, item 5)	3545	1,298,146	12

	RCFD	Bil \| Mil \| Thou
LIABILITIES
13. Liability for short positions	3546	606	13
14. Revaluation losses on derivative contracts	3547	1,047,399	14
15. Total trading liabilities (sum of items 13 and 14) (must equal Schedule RC, item 15)	3548	1,048,005	15

SUNTRUST BANK

Legal Title of Bank

Transmitted to InterCept on 04/30/2003. Confirmation Number—0005091

FDIC Certificate Number—00867

Schedule RC-E—Deposit Liabilities

Part I. Deposits in Domestic Offices

	Transaction Accounts				Nontransaction Accounts
	(Column A) Total transaction accounts (including total demand deposits)		(Column B) Memo: Total demand deposits (included in column A)		(Column C) Total nontransaction accounts (including MMDAs)
Dollar Amounts in Thousands	RCON	Bil \| Mil \| Thou	RCON	Bil \| Mil \| Thou	RCON	Bil \| Mil \| Thou
Deposits of:
1. Individuals, partnerships and corporations (include all certified and official checks)	B549	8,036,277			B550	62,840,265	1
2. U.S. Government	2202	4,926			2520	0	2
3. States and political subdivisions in the U.S.	2203	2,111,309			2530	450,523	3
4. Commercial banks and other depository institutions in the U.S.	B551	685,844			B552	0	4
5. Banks in foreign countries	2213	16,261			2236	0	5
6. Foreign governments, and official institutions (including foreign central banks)	2216	0			2377	0	6
7. Total (sum of items 1 through 6) (sum of columns A and C must equal Schedule RC, item 13.a)	2215	10,854,617	2210	9,917,326	2385	63,290,788	7

Memoranda

Dollar Amounts in Thousands	RCON	Bil \| Mil \| Thou
1. Selected components of total deposits (i.e., sum of item 7, columns A and C):
a. Total Individual Retirement Accounts (IRAs) and Keogh Plan accounts	6835	2,113,158	M.1.a
b. Total brokered deposits	2365	4,181,000	M.1.b
c. Fully insured brokered deposits (included in Memorandum item 1.b above):
(1) Issued in denominations of less than $100,00	2343	0	M.1.c.1
(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	2344	0	M.1.c.2
d. Maturity data for brokered deposits:
(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)	A243	0	M.1.d.1
(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)	A244	4,181,000	M.1.d.2
e. Preferred deposits (uninsured deposits of states and political subdivisions in the U.S. reported in item 3 above which are secured or collaterlized as required under state law) (to be completed for the December report only)	5590	N/A	M.1.e
2. Components of total nontransaction accounts (sum of Memorandum items 2.a through 2.c must equal item 7, column C, above):
a. Savings deposits:
(1) Money market deposit accounts (MMDAs)	6810	41,591,791	M.2.a.1
(2) Other savings deposits (excludes MMDAs)	0352	6,268,718	M.2.a.2
b. Total time deposits of less than $100,000	6648	7,876,917	M.2.b
c. Total time deposits of $100,000 or more	2604	7,553,362	M.2.c

SUNTRUST BANK

Legal Title of Bank

Transmitted to InterCept on 04/30/2003. Confirmation Number—0005091

FDIC Certificate Number—00867

Schedule RC-E—Continued

Part I. Continued

Memoranda (continued)

Dollar Amounts in Thousands	RCON	Bil \| Mil \| Thou
3. Maturity and repricing data for time deposits of less than $100,000:
a. Time deposits of less than $100,000 with a remaining maturity or next repricing date of (1,2)
(1) Three months or less	A579	1,678,589	M.3.a.1
(2) Over three months through 12 months	A580	3,512,858	M.3.a.2
(3) Over one year through three years	A581	2,088,245	M.3.a.3
(4) Over three years	A582	597,224	M.3.a.4
b. Time deposits of less than $100,000 with a REMAINING MATURITY of one year or less (included in Memorandum items 3.a.(1) and 3.a.(2) above) (3)	A241	5,130,957	M.3.b
4. Maturity and repricing data for time deposits of $100,000 or more:
a. Time deposits of $100,000 or more with a remaining maturity or next repricing date of (1,4)
(1) Three months or less	A584	5,039,382	M.4.a.1
(2) Over three months through 12 months	A585	1,280,722	M.4.a.2
(3) Over one year through three years	A586	838,383	M.4.a.3
(4) Over three years	A587	394,875	M.4.a.4
b. Time deposits of $100,000 or more with a REMAINING MATURITY of one year or less (included in Memorandum items 4.a.(1) and 4.a.(2) above) (3)	A242	6,204,646	M.4.b

(1)

Report fixed rate time deposits by remaining maturity and floating rate time deposits by next repricing date.

(2)

Sum of Memorandum items 3.a.(1) through 3.a.(4) must equal Schedule RC-E Memorandum item 2.b.

(3)

Report both fixed and floating rate time deposits by remaining maturity. Exclude floating rate time deposits with a next repricing date of one year or less that have a remaining maturity of over one year.

(4)

Sum of Memorandum items 4.a.(1) through 4.a.(4) must equal Schedule RC-E, Memorandum item 2.c.

Part II. Deposits in Foreign Offices (including Edge and Agreement subsidiaries and IBFs)

Dollar Amounts in Thousands	RCFN	Bil \| Mil \| Thou
Deposits of:
1. Individuals, partnerships, and corporations (include all certified and official checks)	B553	3,981,138	1
2. U.S. banks (including IBFs and foreign branches of U.S. banks) and other U.S. depository institutions	B554	48,450	2
3. Foreign banks (including U.S. branches and agencies of foreign banks, including their IBFs)	2625	70,150	3
4. Foreign governments and official institutions (including foreign central banks)	2650	0	4
5. U.S. Government and states and political subdivisions in the U.S.	B555	0	5
6. Total (sum of items 1 through 5) (must equal Schedule RC, item 13.b)	2200	4,099,738	6

Memorandum

Dollar Amounts in Thousands		RCFN		Bil \| Mil \| Thou
1. Time deposits with a remaining maturity of one year or less (included in Part II, item 6 above)		A245		4,099,738		M.1

SUNTRUST BANK

Legal Title of Bank

Transmitted to InterCept on 04/30/2003. Confirmation Number—0005091

FDIC Certificate Number—00867

Schedule RC-F—Other Assets

Dollar Amounts in Thousands			RCFD	Bil \| Mil \| Thou
1. Accrued interest receivable(1)			B556	388,520	1
2. Net deferred tax assets(2)			2148	0	2
3. Interest-only strips receivable (not in the form of a security)(3) on:
a. Mortgage loans			A519	0	3.a
b. Other financial assets			A520	0	3.b
4. Equity securities that DO NOT have readily determinable fair values(4)			1752	387,209	4
5. All other assets (itemize and describe amounts greater than $25,000 that exceed 25% of this item)			2168	1,683,454	5
TEXT
a. Prepaid expenses	2166	0			5.a
b. Cash surrender value of life insurance	C009	0			5.b
c. Repossessed personal property (including vehicles)	1578	0			5.c
d. Derivatives with a positive fair value held for purposes other than trading	C010	0			5.d
e. Retained interests in accrued interest receivable related to securitized credit cards	C436	0			5.e
f. 3549 A/R Other	3549	826,777			5.f
g. 3550	3550	N/A			5.g
h. 3551	3551	N/A			5.h
6. Total (sum of items 1 through 5) (must equal Schedule RC, item 11)			2160	2,459,183	6

Schedule RC-G—Other Liabilities

Dollar Amounts in Thousands			RCON	Bil \| Mil \| Thou
1. a. Interest accrued and unpaid on deposits in domestic offices(5)			3645	55,181	1.a
b. Other expenses accrued and unpaid (includes accrued income taxes payable)			RCFD
			3646	426,068	1.b
2. Net deferred tax liabilities(2)			3049	1,017,029	2
3. Allowance for credit losses on off-balance sheet credit exposures			B557	0	3
4. All other liabilities (itemize and describe amounts greater than $25,000 that exceed 25% of this item)			2938	1,173,866	4
TEXT
a. Accounts payable	3066	0			4.a
b. Deferred compensation liabilities	C011	0			4.b
c. Dividends declared but not yet payable	2932	0			4.c
d. Derivatives with a negative fair value held for purposes other than trading	C012	0			4.d
e. 3552	3552	N/A			4.e
f. 3553	3553	N/A			4.f
g. 3554	3554	N/A			4.g
5. Total (sum of items 1 through 4) (must equal Schedule RC, item 20)			2930	2,672,144	5

(1)

Include accrued interest receivable on loans, leases, debt securities, and other interest-bearing assets.

(2)

See discussion of deferred income taxes in Glossary entry on “income taxes.”

(3)

Report interest-only strips receivable in the form of a security as available-for sale securities in Schedule RC, item 2.b, or as trading assets in Schedule RC, item 5, as appropriate.

(4)

Include Federal Reserve stock, Federal Home Loan Bank stock, and bankers’ bank stock

(5)

For savings banks, includes “dividends” accrued and unpaid on deposits.

SUNTRUST BANK

Legal Title of Bank

Transmitted to InterCept on 04/30/2003. Confirmation Number—0005091

FDIC Certificate Number—00867

Schedule RC-H—Selected Balance Sheet Items for Domestic Offices

	Domestic Offices
Dollar Amounts in Thousands	RCON	Bil \| Mil \| Thou
1. Customers’ liability to this bank on acceptances outstanding	2155	84,197	1
2. Bank’s liability on acceptances executed and outstanding	2920	84,197	2
3. Securities purchased under agreements to resell	B989	3,623,250	3
4. Securities sold under agreements to repurchase	B995	7,754,789	4
5. Other borrowed money	3190	7,015,976	5
EITHER
6. Net due from own foreign offices, Edge and Agreement subsidiaries, and IBFs	2163	N/A	6
OR
7. Net due to own foreign offices, Edge and Agreement subsidiaries, and IBFs	2941	4,314,813	7
8. Total assets (excludes net due from foreign offices, Edge and Agreement subsidiaries, and IBFs)	2192	118,314,980	8
9. Total liabilities (excludes net due to foreign offices, Edge and Agreement subsidiaries, and IBFs)	3129	103,851,501	9

In items 10-17 report the amortized (historical) cost of both held-to-maturity and available-for-sale securities in domestic offices.

	RCON	Bil \| Mil \| Thou
10. U.S. Treasury securities	1039	58,511	10
11. U.S. Government agency obligations (exclude mortgage-backed securities)	1041	3,341,942	11
12. Securities issued by states and political subdivisions in the U.S.	1042	355,671	12
13. Mortgage-backed securities (MBS):
a. Pass-through securities:
(1) Issued or guaranteed by FNMA, FHLMC, or GNMA	1043	2,264,842	13.a.1
(2) Other pass-through securities	1044	440,000	13.a.2
b. Other mortgage-backed securities (include CMOs, REMICs, and stripped MBS):
(1) Issued or guaranteed by FNMA, FHLMC, or GNMA	1209	6,742,990	13.b.1
(2) All other mortgage-backed securities	1280	441,241	13.b.2
14. Other domestic debt securities (include domestic asset-backed securities)	1281	6,356,823	14
15. Foreign debt securities (include foreign asset-backed securities)	1282	3,300	15
16. Investments in mutual funds and other equity securities with readily determinable fair values	A510	730,307	16
17. Total amortized (historical) cost of both held-to-maturity and available-for-sale securities (sum of items 10 though 16)	1374	20,735,627	17
18. Equity securities that do not have readily determinable fair values	1752	387,209	18

Schedule RC-I—Selected Assets and Liabilities of IBFs

To be completed only by banks with IBFs and other “foreign” offices.

Dollar Amounts in Thousands	RCFN	Bil \| Mil \| Thou
1. Total IBF assets of the consolidated bank (component of Schedule RC, item 12)	2133	0	1
2. Total IBF liabilities (component of Schedule RC, item 21)	2898	48,489	2

SUNTRUST BANK

Legal Title of Bank

Transmitted to InterCept on 04/30/2003. Confirmation Number—0005091

FDIC Certificate Number—00867

Schedule RC-K—Quarterly Averages(1)

Dollar Amounts in Thousands	RCFD	Bil \| Mil \| Thou
ASSETS
1. Interest-bearing balances due from depository institutions	3381	19,892	1
2. U.S. Treasury securities and U.S. Government agency obligations(2) (excluding mortgage-backed securities)	B558	3,554,149	2
3. Mortgage-backed securities(2)	B559	9,315,899	3
4. All other securities(2,3) (includes securities issued by states and political subdivisions in the U.S.)	B560	6,885,424	4
5. Federal funds sold and securities purchased under agreements to resell	3365	3,902,199	5
6. Loans:
a. Loans in domestic offices:	RCON
(1) Total loans	3360	77,934,756	6.a.1
(2) Loans secured by real estate	3385	40,312,236	6.a.2
(3) Loans to finance agricultural production and other loans to farmers	3386	146,344	6.a.3
(4) Commercial and industrial loans	3387	23,225,840	6.a.4
(5) Loans to individuals for household, family, and other personal expenditures:
(a) Credit cards	B561	0	6.a.5.a
(b) Other (includes single payment, installment, all student loans, and revolving credit plans other than credit cards)	B562	12,336,358	6.a.5.b
	RCFN
b. Total loans in foreign offices, Edge and Agreement subsidiaries, and IBFs	3360	0	6.b
	RCFD
7. Trading assets	3401	1,172,775	7
8. Lease financing receivables (net of unearned income)	3484	3,120,198	8
9. Total assets(4)	3368	113,378,014	9
LIABILITIES
10. Interest-bearing transaction accounts in domestic (NOW accounts, ATS accounts, and telephone and preauthorized transfer accounts) (exclude demand deposits)	RCON 3485	1,124,790	10
11. Nontransaction accounts in domestic offices:
a. Savings deposits (includes MMDAs)	B563	42,103,614	11.a
b. Time deposits of $100,000 or more	A514	7,356,817	11.b
c. Time deposits of less than $100,000	A529	8,238,525	11.c
	RCFN
12. Interest-bearing deposits in foreign offices, Edge and Agreement subsidiaries, and IBFs	3404	6,493,933	12
	RCFD
13. Federal funds purchased and securities sold under agreements to repurchase	3353	14,910,741	13
14. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)	3355	6,730,724	14

(1)

For all items, banks have the option of reporting either (1) an average of DAILY figures for the quarter, or (2) an average of WEEKLY figures (i.e., the Wednesday of each week of the quarter).

(2)

Quarterly averages for all debt securities should be based on amortized cost.

(3)

Quarterly averages for all equity securities should be based on historical cost.

(4)

The quarterly averages for total assets should reflect all debt securities (not held for trading) at amortized cost, equity securities with readily determinable fair values at the lower of cost or fair value, and equity securities without readily determinable fair values at historical cost.

SUNTRUST BANK

Legal Title Bank

Transmitted to InterCept on 04/30/2003. Confirmation Number—0005091

FDIC Certificate Number—00867

Schedule RC-L—Derivatives and 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.

Dollar Amounts in Thousands			RCFD	Bil \| Mil \| Thou
1. Unused commitments:
a. Revolving, open-end lines secured by 1-4 family residential properties, e.g., home equity lines			3814	5,599,715	1.a
b. Credit card lines			3815	0	1.b
c. Commercial real estate, construction, and land development:
(1) Commitments to fund loans secured by real estate			3816	2,310,338	1.c.1
(2) Commitments to fund loans not secured by real estate			6550	645,420	1.c.2
d. Securities underwriting			3817	0	1.d
e. Other unused commitments			3818	39,346,966	1.e
2. Financial standby letters of credit and foreign office guarantees			3819	10,590,169	2
a. Amount of financial standby letters of credit conveyed to others	3820	1,057,106			2.a
3. Performance standby letters of credit and foreign office guarantees			3821	358,339	3.
a. Amount of performance standby letters of credit conveyed to others	3822	6,732			3.a
4. Commercial and similar letters of credit			3411	107,737	4
5. Participations in acceptances (as described in the instructions) conveyed to others by the reporting bank			3428	2,302	5
6. Securities lent (including customers’ securities lent where the customer is indemnified against loss by the reporting bank)			3433	0	6
7. Credit derivatives:
a. Notional amount of credit derivatives on which the reporting bank is the guarantor			A534	205,000	7.a
(1) Gross positive fair value			C219	944	7.a.1
(2) Gross negative fair value			C220	420	7.a.2
b. Notional amount of credit derivatives on which the reporting bank is the beneficiary			A535	45,000	7.b
(1) Gross positive fair value			C221	13	7.b.1
(2) Gross negative fair value			C222	216	7.b.2
8. Spot foreign exchange contracts			8765	466,242	8
9. All other off-balance sheet liabilities (exclude derivatives) (itemize and describe each component of this item over 25% of Schedule RC, item 28, “Total equity capital”)			3430	0	9
TEXT
a. Securities borrowed	3432	0			9.a
b. Commitments to purchase when-issued securities	3434	0			9.b
c. 3555	3555	N/A			9.c
d. 3556	3556	N/A			9.d
e. 3557	3557	N/A			9.e
10. All other off-balance sheet assets (exclude derivatives)(itemize and describe each component of this item over 25% Schedule RC item 28., “Total equity capital”)			5591	0	10
TEXT
a. Commitments to sell when-issued securities	3435	0			10.a
b. 5592	5592	N/A			10.b
c. 5593	5593	N/A			10.c
d. 5594	5594	N/A			10.d
e. 5595	5595	N/A			10.e

	RCFD	Tril \| Bil \| Mil \| Thou
11. Year-to-date merchant credit card sales volume:
a. Sales for which the reporting bank is the acquiring bank	C223		0	11.a
b. Sales for which the reporting bank is the agent bank with risk	C224		0	11.b

SUNTRUST BANK

Legal Title of Bank

Transmitted to InterCept on 04/30/2003. Confirmation Number—0005091

FDIC Certificate Number—00867

Schedule RC-L—Continued

	(Column A) Interest Rate Contracts	(Column B) Foreign Exchange Contracts	(Column C) Equity Derivative Contracts	(Column D) Commodity and Other Contracts
Dollar Amounts in Thousands	Tril \| Bil \| Mil \| Thou	Tril \| Bil \| Mil \| Thou	Tril \| Bil \| Mil \| Thou	Tril \| Bil \| Mil \| Thou
Derivatives Position Indicators
12. Gross amounts (e.g., notional amounts) (for each column, sum of items 12.a through 12.e must equal sum of items 13 and 14):	RCFD 8693	RCFD 8694	RCFD 8695	RCFD 8696
a. Futures contracts	6,184,000	0	0	0	12.a
	RCFD 8697	RCFD 8698	RCFD 8699	RCFD 8700
b. Forward contracts	10,335,969	3,834,937	0	0	12.b
c. Exchange-traded option contracts:	RCFD 8701	RCFD 8702	RCFD 8703	RCFD 8704
(1) Written options	0	0	0	0	12.c.1
	RCFD 8705	RCFD 8706	RCFD 8707	RCFD 8708
(2) Purchased options	500,000	0	0	0	12.c.2
d. Over-the-counter option contracts:	RCFD 8709	RCFD 8710	RCFD 8711	RCFD 8712
(1) Written options	10,994,807	330,311	978,078	0	12.d.1
	RCFD 8713	RCFD 8714	RCFD 8715	RCFD 8716
(2) Purchased options	2,518,759	320,369	977,490	0	12.d.2
	RCFD 3450	RCFD 3826	RCFD 8719	RCFD 8720
e. Swaps	39,523,836	331,695	0	2,400	12.e
13. Total gross notional amount of derivative contracts held for trading	RCFD A126	RCFD A127	RCFD 8723	RCFD 8724
	46,758,237	380,356	1,955,564	2,400	13
14. Total gross notional amount of derivative contracts held for purposes other than trading	RCFD 8725	RCFD 8726	RCFD 8727	RCFD 8728
	23,299,134	4,436,956	0	0	14
a. Interest rate swaps where the bank has agreed to pay a fixed rate	RCFD A589 2,410,759				14.a
15. Gross fair values of derivative contracts:
a. Contracts held for trading:	RCFD 8733	RCFD 8734	RCFD 8735	RCFD 8736
(1) Gross positive fair value	1,346,605	12,931	316,180	353	15.a.1
	RCFD 8737	RCFD 8738	RCFD 8739	RCFD 8740
(2) Gross negative fair value	1,203,180	12,434	314,677	340	15.a.2
b. Contracts held for purposes other than trading:	RCFD 8741	RCFD 8742	RCFD 8743	RCFD 8744
(1) Gross positive fair value	165,767	68,707	0	0	15.b.1
	RCFD 8745	RCFD 8746	RCFD 8747	RCFD 8748
(2) Gross negative fair value	129,597	61,256	0	0	15.b.2

SUNTRUST BANK

Legal Title of Bank

Transmitted to InterCept on 04/30/2003. Confirmation Number—0005091

FDIC Certificate Number—00867

Schedule RC-M—Memoranda

Dollar Amounts in Thousands			RCFD	Bil \| Mil \| Thou
1. Extensions of credit by the reporting bank to its executive officers, directors, principal shareholders, and their related interests as of the report date:
a. Aggregate amount of all extensions of credit to all executive officers, directors, principal shareholders, and their related interests			6164	683,010		1.a
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		Number
	6165	9				1.b
2. Intangible assets other than goodwill:
a. Mortgage servicing Assets			3164	397,286		2.a
(1) Estimated fair value of mortgage servicing assets	A590	470,165				2.a.1
b. Purchased credit card relationships and nonmortgage servicing assets			B026	0		2.b
c. All other identifiable intangible assets			5507	211,546		2.c
d. Total (sum of items 2.a, 2.b, and 2.c) (must equal Schedule RC, item 10.b)			0426	608,832		2.d
3. Other real estate owned:
a. Direct and indirect investments in real estate ventures			5372	0		3.a
b. All other real estate owned:			RCON
(1) Construction, land development, and other land in domestic offices			5508	4,692		3.b.1
(2) Farmland in domestic offices			5509	0		3.b.2
(3) 1-4 family residential properties in domestic offices			5510	15,723		3.b.3
(4) Multifamily (5 or more) residential properties in domestic offices			5511	186		3.b.4
(5) Nonfarm nonresidential properties in domestic offices			5512	6,662		3.b.5
			RCFN
(6) In foreign offices			5513	0		3.b.6
			RCFD
c. Total (sum of items 3.a and 3.b) (must equal Schedule RC, item 7)			2150	27,263		3.c
4. Investments in unconsolidated subsidiaries and associated companies:
a. Direct and indirect investments in real estate ventures			5374	0		4.a
b. All other investments in unconsolidated subsidiaries and associated companies			5375	0		4.b
c. Total (sum of items 4.a and 4.b) (must equal Schedule RC, item 8)			2130	0		4.c
5. Other borrowed money:
a. Federal Home Loan Bank advances:
(1) With a remaining maturity of one year or less(1)			2651	2		5.a.1
(2) With a remaining maturity of more than one year through three years			B565	422,378		5.a.2
(3) With a remaining maturity of more than three years			B566	5,656,518		5.a.3
b. Other borrowings:
(1) With a remaining maturity of one year or less			B571	886,517		5.b.1
(2) With a remaining maturity of more than one year through three years			B567	11,261		5.b.2
(3) With a remaining maturity of more than three years			B568	39,300		5.b.3
c. Total (sum of items 5.a.(1) through 5.b.(3)) (must equal Schedule RC, item 16)			3190	7,015,976		5.c

				YES/NO	��
6. Does the reporting bank sell private label or third party mutual funds and annuities?			B569	NO		6

			RCFD	Bil \| Mil \| Thou
7. Assets under the reporting bank’s management in proprietary mutual funds and annuities			B570	0		7
8. Primary Internet Web site address of the bank (home page), if any: (example: http://www.examplebank.com)

TEXT 4087 http://WWW.SUNTRUST.COM						8

				YES/NO
9. Do any of the bank’s Internet Web sites have transactional capability, i.e., allow the bank’s customers to execute transactions on their accounts through the Web site?			4088	YES		9

(1)

Includes overnight Federal Home Loan Bank advances.

SUNTRUST BANK

Legal Title of Bank

Transmitted to InterCept on 04/30/2003. Confirmation Number—0005091

FDIC Certificate Number—00867

Schedule RC-N—Past Due and Nonaccrual Loans, Leases, and Other Assets

	(Column A) Past due 30 through 89 days an still accruing		(Column B) Past due 90 days or more and still accruing		(Column C) Nonaccrual
Dollar Amounts in Thousands	RCON	Bil \| Mil \| Thou	RCON	Bil \| Mil \| Thou	RCON	Bil \| Mil \| Thou

1. Loans secured by real estate:
a. Construction, land development, and other land loans in domestic offices	2759	49,060	2769	2,768	3492	11,819	1.a
b. Secured by farmland in domestic offices	3493	3,177	3494	1,382	3495	811	1.b
c. Secured by 1-4 family residential properties in domestic offices:
(1) Revolving, open-end loans secured by 1-4 family residential properties and extended under lines of credit	5398	19,900	5399	1,209	5400	4,215	1.c.1
(2) Closed-end loans secured by 1-4 family residential properties:
(a) Secured by first liens	C236	108,424	C237	16,977	C229	67,095	1.c.2.a
(b) Secured by junior liens	C238	17,061	C239	849	C230	8,105	1.c.2.b
d. Secured by multifamily (5 or more) residential properties in domestic offices	3499	2,964	3500	169	3501	686	1.d
e. Secured by nonfarm nonresidential properties properties in domestic offices	3502	44,669	3503	1,776	3504	43,156	1.e
	RCFN		RCFN		RCFN
f. In foreign offices	B572	0	B573	0	B574	0	1.f
2. Loans to depository institutions and acceptances of other banks:
a. To U.S. banks and other U.S. depository institutions	RCFD 5377	0	RCFD 5378	0	RCFD 5379	0	2.a
a. To U.S. banks and other U.S. depository institutions	RCFD 5377	0	RCFD 5378	0	RCFD 5379	0	2.a
b. To foreign banks	5380	657	5381	0	5382	0	2.b
3. Loans to finance agricultural production and other loans to farmers	1594	6,131	1597	242	1583	28,312	3
4. Commercial and industrial loans:
a. To U.S. addressees (domicile)	1251	163,546	1252	31,228	1253	300,067	4.a
b. To non-U.S. addressees (domicile)	1254	2,649	1255	0	1256	0	4.b
5. Loans to individuals for household, family, and other personal expenditures:
a. Credit cards	B575	0	B576	0	B577	0	5.a
b. Other (includes single payment, installment, all student loans, and revolving credit plans other than credit cards)	B578	259,345	B579	104,753	B580	32,769	5.b
6. Loans to foreign governments and official institutions	5389	0	5390	0	5391	0	6
7. All other loans	5459	10,666	5460	92	5461	19,725	7
8. Lease financing receivables:
a. Of U.S. addressees (domicile)	1257	0	1258	0	1259	1,296	8.a
b. Of non-U.S. addressees (domicile)	1271	0	1272	0	1791	0	8.b
9. Debt securities and other assets (exclude other real estate owned and other repossessed assets)	3505	0	3506	0	3507	0	9

SUNTRUST BANK

Legal Title of Bank

Transmitted to InterCept on 04/30/2003. Confirmation Number—0005091

FDIC Certificate Number—00867

Schedule RC-N—Continued

Amounts reported in Schedule RC-N, 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.

	(Column A) Past due 30 through 89 days and still accruing			(Column B) Past due 90 days or more and still accruing			(Column C) Nonaccrual
Dollar Amounts in Thousands	RCFD	Bil \| Mil \| Thou		RCFD	Bil \| Mil \| Thou		RCFD	Bil \| Mil \| Thou
10. Loans and leases reported in items 1 through 8 above which are wholly or partially guaranteed by the U.S. Government	5612		98,164	5613		101,240	5614		6,690	10
a. Guaranteed portion of loans and leases included in item 10 above	5615		72,534	5616		75,844	5617		5,352	10.a

Memoranda

	(Column A) Past due 30 through 89 days and still accruing		(Column B) Past due 90 days or more and still accruing		(Column C) Nonaccrual
Dollar Amounts in Thousands	RCFD	Bil \| Mil \| Thou	RCFD	Bil \| Mil \| Thou	RCFD	Bil \| Mil \| Thou
1. Restructured loans and leases included in Schedule RC-N, items 1 through 8, above (and not reported in Schedule RC-C, Part I, Memorandum item 1)	1658	0	1659	0	1661	0	M.1
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)	6558	47,903	6559	4,806	6560	5,105	M.2
3. Loans secured by real estate to non-U.S. addresses (domicile) (included in Schedule RC-N, item 1, above)	1248	117	1249	0	1250	0	M.3
4. Not applicable
5. Loans and leases held for sale (included in Schedule RC-N, items 1 through 8, above)	C240	0	C241	0	C226	0	M.5

	(Column A) Past due 30 through 89 days		(Column B) Past due 90 days or more
	RCFD	Bil \| Mil \| Thou	RCFD	Bil \| Mil \| Thou
6. Interest rate, foreign exchange rate, and other commodity and equity contracts:
Fair value of amounts carried as assets	3529	0	3530	0	M.6

Person to whom questions about the Reports of Condition and Income should be directed:

TODD BAILEY, Vice President

Name and Title (TEXT 8901)

Todd.Bailey@SunTrust.com

E-mail Address (TEXT 4086)

404-724-3835		404-827-6501
Telephone: Area code/phone number/extension (TEXT 8902)		FAX: Area code/phone number (TEXT 9116)

SUNTRUST BANK

Legal Title of Bank

Transmitted to InterCept on 04/30/2003. Confirmation Number—0005091

FDIC Certificate Number—00867

Schedule RC-O—Other Data for Deposit Insurance and FICO Assessments

Dollar Amounts in Thousands	RCON	Bil \| Mil \| Thou
1.Unposted debits (see instructions):
a. Actual amount of all unposted debits	0030	0	1.a
OR
b. Separate amount of unposted debits:
(1) Actual amount of unposted debits to demand deposits	0031	N/A	1.b.1
(2) Actual amount of unposted debits to time and savings deposits(1)	0032	N/A	1.b.2
2.Unposted credits (see instructions):
a. Actual amount of all unposted credits	3510	0	2.a
OR
b. Separate amount of unposted credits:
(1) Actual amount of unposted credits to demand deposits	3512	N/A	2.b.1
(2) Actual amount of unposted credits to time and savings deposits(1)	3514	N/A	2.b.2
3. Uninvested trust funds (cash) held in bank’s own trust department (not included in total deposits in domestic offices)	3520	0	3
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):
a. Demand deposits of consolidated subsidiaries	2211	0	4.a
b. Time and savings deposits (1) of consolidated subsidiaries	2351	0	4.b
c. Interest accrued and unpaid on deposits of consolidated subsidiaries	5514	0	4.c
5. Deposits in insured branches in Puerto Rico and U.S. territories and possessions:
a. Demand deposits in insured branches (included in Schedule RC-E, Part II)	2229	0	5.a
b. Time and saving deposits (1) in insured branches (included in Schedule RC-E, Part II)	2383	0	5.b
c. Interest accrued and unpaid on deposits in insured branches (included in Schedule RC-G, item 1.b)	5515	0	5.c
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:
a. Amount reflected in demand deposits (included in Schedule RC-E, Part I, Item 7 column B)	2314	0	6.a
b. Amount reflected in time and savings deposits(1) (included in Schedule RC-E, Part I, Item 7, column A or C, but not column B)	2315	0	6.b
7. Unamortized premiums and discounts on time and savings deposits: (1,2)
a. Unamortized premiums	5516	0	7.a
b. Unamortized discounts	5517	0	7.b
8. To be completed by banks with “Oakar deposits”.
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):
(1) Total deposits purchased or acquired from other FDIC-insured institutions during the quarter	A531	0	8.a.1
(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)	A532	0	8.a.2
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)	A533	0	8.b

(1)

For FDIC and FICO insurance assessment purposes, “time and savings deposits” consists of nontransaction accounts and all transaction accounts other than demand deposits.

(2)

Exclude core deposit intangibles.

SUNTRUST BANK

Legal Title of Bank

Transmitted to InterCept on 04/30/2003. Confirmation Number—0005091

FDIC Certificate Number—00867

Schedule RC-O—Continued

Dollar Amounts in Thousands	RCON	Bil \| Mil \| Thou
9. Deposits in lifeline accounts	5596		9
10. Benefit-responsive “Depository Institution Investment Contracts” (included in total deposits in domestic offices)	8432	0	10
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:
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	8785	0	11.a
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	A181	0	11.b
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	A182	0	11.c
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):
a. Amount of assets netted against demand deposits	A527	0	12.a
b. Amount of assets netted against time and savings deposits	A528	0	12.b

Memoranda (to be completed each quarter except as noted)

Dollar Amounts in Thousands

RCON

Bil | Mil | Thou

1. Total deposits in domestic offices of the bank and in insured branches in Puerto Rico and U.S. territories and possessions (sum of Memorandum items 1.a.(1) and 1.b.(1) must equal the sum of Schedule RC, item 13.a, and Schedule RC-O, items 5.a and 5.b):

a. Deposit accounts of $100,000 or less(1):

(1) Amount of deposit accounts of $100,000 or less

2702

40,622,133

M.1.a 1

(2) Number of deposit accounts of $100,000 or less
(to be completed for the June report only)

3779

Number

N/A

M.1.a 2

b. Deposit accounts of more than $100,000(1)

(1) Amount of deposit accounts of more than $100,000

2710

33,523,272

M.1.b 1

(2) Number of deposit accounts of more than $100,000

2722

Number

102,329

M.1.b 2

2. Memorandum item 2 is to be completed by all banks.

Estimated amount of uninsured deposits in domestic offices

of the bank and in insured branches in Puerto Rico and U.S.

territories and possessions (see instructions)

5597

20,892,368

M.2

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:

Text

		RCON		FDIC Cert No.
A545		A545		N/A		M.3

(1)

The dollar amounts used as the basis reporting in Memoranda items 1.a and 1.b reflect the deposit insurance limits in effect on the report date.

SUNTRUST BANK

Legal Title of Bank

Transmitted to InterCept on 04/30/2003. Confirmation Number—0005091

FDIC Certificate Number—00867

Schedule RC-R—Regulatory Capital

Dollar Amounts in Thousands	RCFD	Bil \| Mil \| Thou
Tier 1 capital
1. Total equity capital (from Schedule RC, item 28)	3210	9,136,177		1
2. LESS: Net unrealized gains (losses) on available-for-sale securities(1) (if a gain, report as a positive value; if a loss, report as a negative value)	8434	844,856		2
3. LESS: Net unrealized loss on available-for-sale EQUITY securities(1) (report loss as a positive value)	A221	0		3
4. LESS: Accumulated net gains (losses) on cash flow hedges(1) (if a gain, report as a positive value; if a loss, report as a negative value)	4336	(35,629	)	4
5. LESS: Nonqualifying perpetual preferred stock	B588	0		5
6. Qualifying minority interests in consolidated subsidiaries	B589	1,012,489		6
7. LESS: Disallowed goodwill and other disallowed intangible assets	B590	990,020		7
8. Subtotal (sum of items 1 and 6, less items 2, 3, 4, 5, and 7)	C227	8,349,419		8
9.a. LESS: Disallowed servicing assets and purchased credit card relationships	B591	0		9.a
b. LESS: Disallowed deferred tax assets	5610	0		9.b
10. Other additions to (deductions from) Tier 1 capital	B592	0		10
11. Tier 1 capital (sum of items 8 and 10, less items 9.a and 9.b)	8274	8,349,419		11

Tier 2 Capital
12. Qualifying subordinated debt and redeemable preferred stock	5306	1,879,439		12
13. Cumulative perpetual preferred stock includible in Tier 2 capital	B593	0		13
14. Allowance for loan and lease losses includible in Tier 2 capital	5310	922,850		14
15. Unrealized gains on available-for-sale equity securities includible in Tier 2 capital	2221	462,212		15
16. Other Tier 2 capital components	B594	0		16
17. Tier 2 capital (sum of items 12 through 16)	5311	3,264,501		17
18. Allowable Tier 2 capital (lesser of item 11 or 17)	8275	3,264,501		18

19. Tier 3 capital allocated for market risk	1395	0		19
20. LESS: Deductions for total risk-based capital	B595	0		20
21. Total risk-based capital (sum of items 11, 18, and 19, less item 20)	3792	11,613,920		21

Total assets for leverage ratio
22. Average total assets (from Schedule RC-K, item 9)	3368	113,378,014		22
23. LESS: Disallowed goodwill and other disallowed intangible assets (from item 7 above)	B590	990,020		23
24. LESS: Disallowed servicing assets and purchased credit card relationships (from item 9.a above)	B591	0		24
25. LESS: Disallowed deferred tax assets (from item 9.b above)	5610	0		25
26. LESS: Other deductions from assets for leverage capital purposes	B596	0		26
27. Average total assets for leverage capital purposes (item 22 less items 23 through 26)	A224	112,387,994		27

Adjustments for financial subsidiaries
28.a Adjustment to Tier 1 capital reported in item 11	C228	0		28.a
b. Adjustment to total risk-based capital reported in item 21	B503	0		28.b
29. Adjustment to risk-weighted assets reported in item 62	B504	0		29
30. Adjustment to average total assets reported in item 27	B505	0		30

Capital Ratios

(Column B is to be completed by all banks. Column A is to be completed by banks with financial subsidiaries)

	RCFD	(Column A) Percentage	RCFD	(Column B) Percentage
31. Tier 1 leverage ratio(2)	7273	N/A	7204	7.43	%	31
32. Tier 1 risk-based capital ratio(3)	7274	N/A	7206	7.75	%	32
33. Total risk-based capital ratio(4)	7275	N/A	7205	10.78	%	33

(1)

Report amount included in Schedule RC, item 26.b, “Accumulated other comprehensive income.”

(2)

The ratio for column B is item 11 divided by item 27. The ratio for column A is item 11 minus item 28.a divided by (item 27 minus item 30).

(3)

The ratio for column B is item 11 divided by item 62. The ratio for column A is item 11 minus item 28.a divided by (item 62 minus item 29).

(4)

The ratio for column B is item 21 divided by item 62. The ratio for column A is item 21 minus item 28.b divided by (item 62 minus item 29).

SUNTRUST BANK

Legal Title of Bank

Transmitted to Intercept on 04/30/2003. Confirmation Number—0005091

FDIC Certificate Number—00867

Schedule RC-R—Continued

Banks are not required to risk-weight each on-balance sheet asset and the credit equivalent amount of each off-balance sheet item that qualifies for a risk weight of less than 100 percent (50 percent for derivatives) at its lower risk rate. When completing items 34 through 54 of Schedule RC-R, each bank should decide for itself how detailed a risk-weight analysis it wishes to perform. In other words, a bank can choose from among its assets and off-balance sheet items that have a risk weight of less than 100 percent which ones to risk-weight at an appropriate lower risk, or it can simply risk-weight some or all of these items at a 100 percent risk weight (50 percent for derivatives).

(Column A)
Totals
(from
Schedule RC)

(Column B)
Items Not
Subject to
Risk-Weighting

(Column C)

(Column D)

(Column E)

(Column F)

Allocation by Risk Weight Category

20%

50%

100%

Dollar Amounts in Thousands

Bil | Mil | Thou

Balance Sheet Asset Catagories

34. Cash and balances due from depository institutions (Column A equals the sum of Schedule RC, items 1.a and 1.b)

RCFD 0010

RCFD B600

RCFD B601

RCFD B602

4,608,922

755,864

3,853,058

RCFD 1754

RCFD B603

RCFD B604

RCFD B605

RCFD B606

RCFD B607

35. Held-to-maturity securities

RCFD 1773

RCFD B608

RCFD B609

RCFD B610

RCFD B611

RCFD B612

36. Available-for-sale securities

22,035,405

844,085

143,756

17,920,262

987,887

2,139,415

37. Federal funds sold and securities purchased under agreements to resell

RCFD C225

RCFD C063

RCFD C064

RCFD B520

3,906,000

103,530

3,802,470

RCFD 5369

RCFD B617

RCFD B618

RCFD B619

RCFD B620

RCFD B621

38. Loans and leases held for sale

8,220,705

732,107

7,488,598

RCFD B528

RCFD B622

RCFD B623

RCFD B624

RCFD B625

RCFD B626

39. Loans and leases, net of unearned income

73,901,781

59,044

1,856,603

14,480,451

57,505,683

RCFD 3123

40. LESS: Allowance for loan and lease losses

922,850

RCFD 3545

RCFD B627

RCFD B628

RCFD B629

RCFD B630

RCFD B631

41. Trading assets

1,298,146

1,298,146

RCFD B639

RCFD B640

RCFD B641

RCFD B642

RCFD B643

RCFD 5339

42. All other assets(1)

5,266,872

990,020

76,689

310,391

3,889,772

RCFD 2170

RCFD B644

RCFD 5320

RCFD 5327

RCFD 5334

RCFD 5340

43. Total assets (sum of items 34 through 42)

118,314,981

2,209,401

1,138,883

28,474,891

22,956,936

63,534,870

(1)

Includes premises and fixed assets, other real estate owned, investments in unconsolidated subsidiaries and associated companies, customers’ liability on acceptances outstanding, intangible assets, and other assets.

SUNTRUST BANK

Legal Title of Bank

Transmitted to InterCept on 04/30/2003. Confirmation Number—0005091

FDIC Certificate Number—00867

Schedule RC-R—Continued

(Column A)

Face Value

or Notional

Amount

Credit

Conversion

Factor

(Column B)
Credit
Equivalent
Amount (1)

(Column C)

(Column D)

(Column E)

(Column F)

Allocation by Risk Weight Category

20%

50%

100%

Dollar Amounts in Thousands

Bil | Mil | Thou

Derivatives and Off-Balance Sheet Items

RCFD B546

See footnote2

RCFD B547

RCFD B548

RCFD B581

RCFD B582

RCFD B583

44. Financial standby letters of credit

10,590,169

1.00

10,590,169

225

1,057,106

9,532,838

45. Performance standby letters of Credit

RCFD 3821

358,339

.50

RCFD B650

179,170

RCFD B651

RCFD B652

3,366

RCFD B653

RCFD B654

175,804

46. Commercial and similar letters of credit

RCFD 3411

107,737

.20

RCFD B655

21,547

RCFD B656

RCFD B657

RCFD B658

RCFD B659

21,547

47. Risk Participation in bankers acceptances acquired by the reporting institution

RCFD 3429

700

1.00

RCFD B660

700

RCFD B661

RCFD B662

RCFD B663

700

48. Securities lent

RCFD 3433

1.00

RCFD B664

RCFD B665

RCFD B666

RCFD B667

RCFD B668

49. Retained recourse on small business obligations sold with recourse

RCFD A250

1.00

RCFD B669

RCFD B670

RCFD B671

RCFD B672

RCFD B673

50. Recourse and direct credit substitutes (other than financial standby letters of credit) subject to the low-level exposure rule and residual interests subject to a dollar-for-dollar capital requirement

RCFD B541

6,472

*Below

12.500

RCFD B542

80,900

RCFD B543

80,900

51. All other financial assets sold with recourse

RCFD B675

4,353,097

1.00

RCFD B676

4,353,097

RCFD B677

RCFD B678

3,345,354

RCFD B679

962,871

RCFD B680

44,872

52. All other off-balance sheet liabilities

RCFD B681

1.00

RCFD B682

RCFD B683

RCFD B684

RCFD B685

RCFD B686

53. Unused commitments with an original maturity exceeding one year

RCFD 3833

28,568,252

.50

RCFD B687

14,284,126

RCFD B688

RCFD B689

RCFD B690

RCFD B691

14,284,126

54. Derivative contracts

RCFD A167

2,330,098

RCFD B693

RCFD B694

RCFD B695

2,330,098

(1)

Column A multiplied by credit conversion factor.

(2)

For financial standby letters of credit to which the low-level exposure rule applies, use a credit conversion factor of 12.5 or an institution-specific factor. For other financial standby letters of credit, use a credit conversion factor of 1.00. See instructions for further information.

(3)

Or institution-specific factor.

SUNTRUST BANK

Legal Title of Bank

Transmitted to InterCept on 04/30/2003. Confirmation Number—0005091

FDIC Certificate Number—00867

Schedule RC-R—Continued

(Column C)

(Column D)

(Column E)

(Column F)

Allocation by Risk Weight Category

20%

50%

100%

Dollar Amounts in Thousands

Bil | Mil | Thou

Totals

55. Total assets, derivatives, and off-balance sheet items by risk weight category (for each column, sum of items 43 through 54)

RCFD B696

1,139,108

RCFD B697

32,880,717

RCFD B698

26,249,905

RCFD B6999

87,675,657

56. Risk weight factor

*20

*50

*100

57. Risk-weighted assets by risk weight category (for each column, item 55 multiplied by item 56)

RCFD B700

RCFD B701

6,576,143

RCFD B702

13,124,953

RCFD B703

87,675,657

58. Market risk equivalent assets

RCFD 1651

310,006

59. Risk-weighted assets before deductions for excess allowance for loan and lease losses and allocated transfer risk reserve (sum of item 57, columns C through F, and item 58)

RCFD B704

107,686,759

60. LESS: Excess allowance for loan and lease losses

RCFD A222

61. LESS: Allocated transfer risk reserve

RCFD 3128

62. Total risk-weighted assets (item 59 minus items 60 and 61)

RCFD A223

107,686,759

Memoranda

Dollar Amounts in Thousands	RCFD	Bil \| Mil \| Thou

1. Current credit exposure across all derivative contracts covered by the risk-based capital standards	8764	1,910,543	M.1

	With a remaining maturity of
	(Column A) One year or less		(Column B) Over one year through five years		(Column C) Over five years
	RCFD	Tril \| Bil \| Mil \| Thou	RCFD	Tril \| Bil \| Mil \| Thou	RCFD	Tril \| Bil \| Mil \| Thou
2. National principal amounts of derivative contracts:(1)
a. Interest rate contracts	3809	19,725,286	8766	21,913,404	8767	11,239,874	M.2.a
b. Foreign exchange contracts	3812	3,279,886	8769	739,487	8770	0	M.2.b
c. Gold contracts	8771	0	8772	0	8773	0	M.2.c
d. Other precious metals contracts	8774	0	8775	0	8776	0	M.2.d
e. Other commodity contracts	8777	2,400	8778	0	8779	0	M.2.e
f. Equity derivative contracts	A000	341,130	A001	636,360	A002	0	M.2.f

(1)

Exclude foreign exchange contracts with an original maturity of 14 days or less and all futures contracts.

SUNTRUST BANK

Legal Title of Bank

Transmitted to InterCept on 04/30/2003. Confirmation Number—0005091

FDIC Certificate Number—00867

Schedule RC-S—Securitization and Asset Sale Activities

(Column A)
1-4 Family
Residential
Loans

(Column B)
Home
Equity
Loans

(Column C)
Credit
Card
Receivables

(Column D)
Auto
Loans

(Column E)
Other
Consumer
Loan

(Column F)
Commercial

and Industrial
Loans

(Column G)
All Other
Loans and
All Leases

Dollar Amounts in Thousands

Bil | Mil | Thou

Bank Securitization Activities

1. Outstanding principal balance of assets sold and securitized by the reporting bank with servicing retained or with recourse or other seller-provided credit enhancements

RCFD B705

41,926,476

RCFD B706

RCFD B707

RCFD B708

RCFD B709

96,980

RCFD B710

13,500

RCFD B711

2. Maximum amount of credit exposure arising from recourse or other seller-provided credit enhancements provided to structures reported in item 1 in the form of:

a. Credit-enhancing interest-only strips (included in Schedules RC-B or RC-F or in Schedule RC, item 5)

RCFD B712

RCFD B713

RCFD B714

RCFD B715

RCFD B716

RCFD B717

RCFD B718

2.a

b. Subordinated securities and other residual interests

RCFD C393

RCFD C394

RCFD C395

RCFD C396

RCFD C397

RCFD B398

RCFD C399

2.b

c. Standby letters of credit and other enhancements

RCFD C400

965,983

RCFD C401

RCFD C402

RCFD C403

RCFD C404

2,550

RCFD C405

13,500

RCFD C406

2.c

3. Reporting bank’s unused commitments to provide liquidity to structures reported in item 1

RCFD B726

RCFD B727

RCFD B728

RCFD B729

RCFD B730

34,209

RCFD B731

10,663

RCFD B732

4. Past due loan amounts included in item 1:

RCFD B733

RCFD B734

RCFD B735

RCFD B736

RCFD B737

RCFD B738

RCFD B739

a. 30-89 days past due

694,830

3,012

4.a

b. 90 days or more past due

RCFD B740

61,479

RCFD B741

RCFD B742

RCFD B743

RCFD B744

2,690

RCFD B745

RCFD B746

4.b

5. Charge-offs and recoveries on assets sold and securitized with servicing retained or with recourse or other seller-provided credit enhancements (calendar year-to-date):

RIAD B747

RIAD B748

RIAD B749

RIAD B750

RIAD B751

RIAD B752

RIAD B753

a. Charge-offs

496

5.a

b. Recoveries

RIAD B754

285

RIAD B755

RIAD B756

RIAD B757

RIAD B758

RIAD B759

RIAD B760

5.b

SUNTRUST BANK

Legal Title of Bank

Transmitted to InterCept on 04/30/2003. Confirmation Number—0005091

FDIC Certificate Number—00867

Schedule RC-S—Continued

(Column A)
1-4 Family
Residential
Loans

(Column B)
Home
Equity
Loans

(Column C)
Credit
Card
Receivables

(Column D)
Auto
Loans

(Column E)
Other
Consumer
Loan

(Column F)
Commercial

and Industrial
Loans

(Column G)
All Other
Loans and
All Leases

Dollar Amounts in Thousands

Bil | Mil | Thou

6. Amount of ownership (or seller’s) interest carried as:

RCFD B761

RCFD B762

RCFD B763

a. Securities (included in RC-B or RC, item 5)

6.a

b. Loans (included in Schedule RC-C)

RCFD B500

RCFD B501

RCFD B502

6.b

7. Past due loan amounts included in interests reported in item 6.a:

RCFD B764

RCFD B765

RCFD B766

a. 30-89 days past due

7.a

b. 90 days or more past due

RCFD B767

RCFD B768

RCFD B769

7.b

8. Charge-offs and recoveries on loan amounts included in interests reported in item 6.a (calendar year-to-date):

RIAD B770

RIAD B771

RIAD B772

a. Charge-offs

8.a

b. Recoveries

RIAD B773

RIAD B774

RIAD B775

8.b

For Securitization Facilities Sponsored By or Otherwise Established By Other Institutions

9. Maximum amount of credit exposure arising from credit enhancements provided by the reporting bank to other institutions’ securitization structures in the form of standby letters of credit, purchased subordinated securities, and other enhancements

RCFD B776

RCFD B777

RCFD B778

RCFD B779

RCFD B780

RCFD B781

RCFD B782

10. Reporting bank’s unused commitments to provide liquidity to other institutions’ securitization structures

RCFD B783

RCFD B784

RCFD B785

RCFD B786

RCFD B787

RCFD B788

RCFD B789

SUNTRUST BANK

Legal Title of Bank

Transmitted to InterCept on 04/30/2003. Confirmation Number—0005091

FDIC Certificate Number—00867

Schedule RC-S—Continued

(Column A)
1-4 Family
Residential
Loans

(Column B)
Home
Equity
Loans

(Column C)
Credit
Card
Receivables

(Column D)
Auto
Loans

(Column E)
Other
Consumer
Loan

(Column F)
Commercial

and Industrial
Loans

(Column G)
All Other
Loans and
All Leases

Dollar Amounts in Thousands

Bil | Mil | Thou

Bank Asset Sales

11. Assets sold with recourse or other seller-provided credit enhancements and not securitized by the reporting bank

RCFD B790

RCFD B791

RCFD B792

RCFD B793

RCFD B794

RCFD B795

RCFD B796

12. Maximum amount of credit exposure arising from recourse or other seller-provided credit enhancements provided to assets reported in item 11

RCFD B797

RCFD B798

RCFD B799

RCFD B800

RCFD B801

RCFD B802

RCFD B803

Memoranda

Dollar Amounts in Thousands	RCFD	Bil \| Mil \| Thou
1. Small Business obligations transferred with recourse under Section 208 of the Riegle Community Development and Regulatory Improvement Act of 1994:
a. Outstanding principal balance	A249	0	M.1.a
b. Amount of retained recourse on these obligations as of the report date	A250	0	M.1.b
2. Outstanding principal balance of assets serviced for others:
a. 1-4 family residential mortgages serviced with recourse or other servicer-provided credit enhancements	B804	4,460,028	M.2.a
b. 1-4 family residential mortgages serviced with no recourse or other servicer-provided credit enhancements	B805	55,364,367	M.2.b
c. Other financial assets (1)	A591	62,771	M.2.c
3. Asset-backed commercial paper conduits:
a. Maximum amount of credit exposure arising from credit enhancements provided to conduit structures in the form of standby letters of credit, subordinated securities, and other enhancements:
(1) Conduits sponsored by the bank, a bank affiliate, or the bank’s holding company	B806	370,121	M.3.a.1
(2) Conduits sponsored by other unrelated institutions	B807	0	M.3.a.2
b. Unused commitments to provide liquidity to conduit structures:
(1) Conduits sponsored by the bank, a bank affiliate, or the bank’s holding company	B808	4,094,612	M.3.b.1
(2) Conduits sponsored by other unrelated institutions	B809	0	M.3.b.2
4.Outstanding credit card fees and finance charges included in Schedule RC-S, item 1, column c (2)	C407	0	M.4

(1)

Memorandum item 2.c is to be completed if the principal balance of other financial assets serviced for others is more than $10 million.

(2)

Memorandum item 4 is to be completed by banks that (1) together with affiliated institutions, have outstanding credit card receivables (as defined in the instructions) that exceed $500 million as of the report date or (2) are credit card specialty banks as defined for Uniform Bank Performance Report purposes.

EXHIBIT 8 TO FORM T-1

(INTENTIONALLY OMITTED. NOT APPLICABLE.)

EXHIBIT 9 TO FORM T-1

(INTENTIONALLY OMITTED. NOT APPLICABLE.)

Smithfield Capital Trust I Inactive S-3Shelf registration