EXHIBIT 3.1
Articles of Incorporation as Amended
ARTICLES OF AMENDMENT
OF
SUNTRUST BANKS, INC.
1.
The name of the Corporation is SunTrust Banks, Inc.
(the "Corporation").
2.
On February 10, 1998 the Board of Directors of the
Corporation approved an amendment to Article 5(a) of the
Restated Articles of Incorporation of the Corporation as
follows:
"5(a). The aggregate number of
common shares (referred to in
these Articles of Incorporation
as "Common Stock") which the
Corporation shall have the
authority to issue is 500,000,000
shares with a par value of $1.00
per share. Each holder of
Common Stock shall be entitled
to one vote for each share of
such stock held."
3.
The amendment was duly approved by the
shareholders of the Corporation on April 21, 1998 in
accordance with the provisions of O.C.G.A. 14-2-1003.
IN WITNESS WHEREOF, the Corporation has caused
these Articles of Amendment to be executed by its duly
authorized officer and its corporate seal to be affixed hereto, as
of the 21st day of April, 1998.
SUNTRUST BANKS, INC.
By: /c/ Raymond Fortin
Raymond D. Fortin
Title: Senior Vice President
[SEAL]
ARTICLES OF RESTATEMENT OF THE
ARTICLES OF INCORPORATION OF
SUNTRUST BANKS, INC.
Pursuant to the Georgia Business Corporation Code,
SunTrust Banks, Inc., a Georgia corporation (the
"Corporation"), submits these Articles of Restatement and
Restated Articles of Incorporation and shows as follows:
1.
The Corporation hereby certifies that, by resolution
adopted on November 14, 1989, the Board of Directors did
adopt these Articles of Restatement and Restated Articles of
Incorporation of the Corporation, as set forth in paragraph 2
below. Shareholder approval of amendments to the Articles of
Incorporation contained in the Articles of Restatement was not
required.
2.
The Articles of Incorporation of the Corporation shall
be amended by the deletion in their entirety of Articles 10 and
16, by the redesignation of (i) existing Article 18 as Article 10
and (ii) existing Article 17 as Article 16, by the addition of
new Article 5(c), and by restating all other provisions of the
Articles of Incorporation, as heretofore amended, now in effect
and not being amended by foregoing amendments, and
substituting therefor in all respects the Restated Articles of
Incorporation as follows:
RESTATED ARTICLES OF INCORPORATION
1.
The name of the Corporation is SunTrust Banks, Inc.
2.
The Corporation is organized pursuant to the
provisions of the Georgia Business Corporation Code.
3.
The Corporation shall have perpetual duration.
4.
The purpose for which the Corporation is organized is
to conduct any businesses and to engage in any activities not
specifically prohibited to corporations for profit under the laws
of the State of Georgia.
5.
(a). The aggregate number of common shares (referred
to in these Articles of Incorporation as "Common Stock")
which the Corporation shall have the authority to issue is
350,000,000 with a par value of $1.00 per share. Each holder
of Common Stock shall be entitled to one vote for each share
of such stock held.
(b). The aggregate number of preferred shares
(referred to in these Articles of Incorporation as "Preferred
Stock") which the Corporation shall have authority to issue is
50,000,000 with no par value per share. The terms,
preferences, limitations and relative rights of the Preferred
Stock are as follows:
So long as any of the shares of the Preferred Stock are
outstanding, no dividends (other than (i) dividends on
Common Stock payable in Common Stock, (ii) dividends
payable in stock junior to the Preferred Stock both as to
dividends and upon liquidation, and (iii) cash in lieu of
fractional shares in connections with any such dividend) shall
be paid or declared, in cash or otherwise, nor shall any other
distribution be made, on the Common Stock or on any other
stock junior to the Preferred Stock as to dividends, unless (a)
there shall be no arrearages in dividends on the Preferred
Stock for any past dividend period and the full dividends for
the current quarterly dividend period shall be paid or declared
and funds set aside therefor, and (b) the Corporation shall not
be in default on its obligation to redeem any of the shares of
the Preferred Stock called for redemption. Subject to the
foregoing provisions, such dividends as may be determined by
the Board of Directors of the Corporation may be declared and
paid from time to time on any stock or shares of the
Corporation other than the Preferred Stock without any right
of participation therein by the holders of shares of the
Preferred Stock. Dividends on the Preferred Stock shall be
cumulative. No interest shall be payable in respect of any
dividend payment which may be in arrears. If at any time the
Corporation shall fail to pay full cumulative dividends on any
shares of the Preferred Stock, thereafter until such dividends
shall have been paid or declared and set apart for payment, the
Corporation shall not purchase, redeem or otherwise acquire
for consideration any shares of any class of stock then
outstanding and ranking on a parity with or junior to the
Preferred Stock.
If there are any arrearages in dividends for any past
dividend period on any series of the Preferred Stock or any
other class or series of preferred stock ranking on a parity with
the Preferred Stock as to dividends, or if the full dividend for
the current quarterly dividend period shall not have been paid
or declared and funds set aside therefor on all series of the
Preferred Stock and all other classes and series of preferred
stock ranking on a parity with the Preferred Stock as to
dividends (to the extent that dividends on such other class or
series of preferred stock are cumulative), any dividends paid
or declared on the Preferred Stock or on any other class or
series of preferred stock ranking on a parity with the Preferred
Stock as to dividends shall be shared first ratably by the
holders of the Preferred Stock and the holders of all such other
classes and series of preferred stock ranking on a parity with
the Preferred Stock as to dividends in proportion to such
respective arrearages and unpaid and undeclared current
cumulative dividends, and thereafter by the holders of shares
of noncumulative classes and series of preferred stock ranking
on a parity with the Preferred Stock as to dividends.
In the event of any voluntary or involuntary
dissolution, liquidation or winding up of the affairs of the
Corporation, after payment or provision for payment of debts
and other liabilities of the Corporation and before any
distribution to the holders of shares of Common Stock or any
stock junior to the Preferred Stock as to the distribution of
assets upon liquidation, the holders of each series of the
Preferred Stock shall be entitled to receive out of the net assets
of the Corporation an amount in cash for each share equal to
the amount fixed and determined by the Board of Directors in
the resolution providing for the issuance of the particular
series of the Preferred Stock, plus an amount equal to all
dividends accrued and unpaid on each such share of the
Preferred Stock up to the date fixed for distribution, and no
more. If the assets of the Corporation are insufficient to
permit the payment of the full preferential amounts payable in
such event to the holders of the Preferred Stock and any class
or series of preferred stock ranking on a parity with the
Preferred Stock as to the distribution of assets upon
liquidation, then the assets available for distribution to holders
of shares of the Preferred Stock and such other classes and
series of preferred stock ranking on a parity with the Preferred
Stock as to the distribution of assets upon liquidation shall be
distributed ratably to the holders of shares of each series of the
Preferred Stock and such classes and series of preferred stock
in proportion to the full preferential amounts payable on their
respective shares upon liquidation. Neither the sale,
conveyance, exchange or transfer of all or substantially all the
property and assets of the Corporation, the consolidation or
merger of the Corporation with or into any other corporation,
nor the merger of consolidation of any other corporation into
or with the Corporation shall be deemed to be a liquidation,
dissolution or winding up of the Corporation.
The Board of Directors is expressly authorized at any
time and from time to time to provide for the issuance of
shares of the Preferred Stock in one or more series, with such
voting powers, full or limited, but not to exceed one vote per
share, or without voting powers, and with such designations,
preferences and relative, participating, optional or other
special rights, qualifications, limitations or restrictions, as
shall be fixed and determined in the resolution or resolutions
providing for the issuance thereof adopted by the Board of
Directors, and as are not stated and expressed in these Articles
of Incorporation or any amendment hereto, including (but
without limiting the generality of the foregoing) the following:
(i) The distinctive designation of such series
and number of shares which shall constitute such
series, which number may be increased (except where
otherwise provided by the Board of Directors in
creating such series) or decreased (but not below the
number of shares thereof then outstanding) from time
to time by resolution of the Board of Directors.
(ii) The rate of dividends payable on shares of
such series, the times of payment, and the date from
which such dividends shall accumulate;
(iii) Whether shares of such series can be
redeemed, the time or times when, and the price or
prices at which shares of such series shall be
redeemable, the redemption price, terms and conditions
of redemption, and the purchase, retirement or sinking
fund provisions, if any, for the purchase or redemption
of such shares;
(iv) The amount payable on shares of such
series and the rights of holders of such shares in the
event of any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the
Corporation;
(v) The rights, if any, of the holders of shares
of such series to convert such shares into, or exchange
such shares for, shares of Common Stock or shares of
any other class or series of the Preferred Stock and the
terms and conditions of such conversion or exchange;
and
(vi) The rights, if any, of the holders of shares
of such series to vote.
Except in respect of the relative rights and preferences
that may be provided by the Board of Directors as
hereinbefore provided, all shares of the Preferred Stock shall
be of equal rank and shall be identical, and each share of a
series shall be identical in all respects with the other shares of
the same series, except as to the date, if any, from which
dividends thereon shall accumulate.
(c). The Corporation may acquire its own shares. Any
such shares shall become, upon acquisition, treasury shares to
be classified as issued but not outstanding shares.
6.
Shares of the Corporation may be issued by the
Corporation for such consideration, not less than the par value
thereof (in the case of shares having a par value), as shall be
fixed from time to time by the Board of Directors.
7.
No holder of shares of any class of the capital stock of
the Corporation shall have as a matter of right any pre-emptive
or preferential right to subscribe for, purchase, receive, or
otherwise acquire any part of any new or additional issue of
stock of any class, whether now or hereafter authorized, or of
any bonds, debentures, notes, or other securities of the
Corporation, whether or not convertible into shares of stock of
the Corporation.
8.
Subject to the provisions of the Georgia Business
Corporation Code, the Board of Directors shall have the power
to distribute a portion of the assets of the Corporation, in cash
or in property, to holders of shares of the Corporation out of
the capital surplus of the Corporation.
9.
The Corporation shall have all powers necessary to
conduct the businesses and engage in the activities set forth in
Article 4 hereof, including, but not limited to, the powers
enumerated in the Georgia Business Corporation Code or any
amendment thereto. In addition, the Corporation shall have
the full power to purchase and otherwise acquire, and dispose
of, its own shares and securities granted by the laws of the
State of Georgia and shall have the right to purchase its shares
out of its unreserved and unrestricted capital surplus available
therefor, as well as out of its unreserved and unrestricted
earned surplus available therefor.
10.
The names and addresses of the Incorporators are:
Robert Strickland
One Park Place, N.E.
Atlanta, Georgia 30303
Joel R. Wells, Jr.
200 South Orange Avenue
Orlando, Florida 32801
11.
I. (A) In addition to any affirmative vote required
by law, these Articles of Incorporation or otherwise with
respect to any shares of capital stock of the Corporation, and
except as otherwise expressly provided in paragraph II of this
Article 11:
(i) any merger or consolidation of the
Corporation or any Subsidiary (as hereafter defined)
with (a) any Interested Shareholder (as hereinafter
defined) or (b) any other corporation (whether or not
itself an Interested Shareholder) which is, or after such
merger or consolidation would be, an Affiliate (as
hereinafter defined) of and Interested Shareholder; or
(ii) any sale, lease, exchange, mortgage,
pledge, transfer or other disposition (in one transaction
or a series of transactions) to or with any Interested
Shareholder or any Affiliate of any Interested
Shareholder of any assets of the Corporation or any
Subsidiary having an aggregate Fair Market Value (as
hereinafter defined) of $1,000,000 or more; or
(iii) the issuance or transfer by the Corporation
or any Subsidiary (in one transaction or a series of
transactions) of any securities of the Corporation or
any Subsidiary to any Interested Shareholder or any
Affiliate of any Interested Shareholder in exchange for
cash, securities or other property (or a combination
thereof) having an aggregate Fair Market Value of
$1,000,000 or more; or
(iv) the adoption of any plan or proposal for
the liquidation or dissolution of the Corporation
proposed by or on behalf of an Interested Shareholder
or any Affiliate of any Interested Shareholder; or
(v) any reclassification of securities (including
any reverse stock split), or recapitalization of the
Corporation, or any merger or consolidation of the
Corporation with any of its Subsidiaries or any other
transaction (whether or not with or into or otherwise
involving an Interested Shareholder) which has the
effect, directly or indirectly, of increasing the
proportionate share of the outstanding shares of any
class of equity or convertible securities of the
Corporation or any Subsidiary which is directly or
indirectly owned by any Interested Shareholder or any
Affiliate of any Interested Shareholder;
shall require the affirmative vote of the holders of at least
seventy-five percent (75%) of the then outstanding shares of
Common Stock of the Corporation, including the affirmative
vote of the holders of at least seventy-five percent (75%) of
the then outstanding shares of Common Stock of the
Corporation other than those beneficially owned by the
Interested Shareholder. Such affirmative vote shall be
required notwithstanding the fact that no vote may be required,
or that a lesser percentage may be specified, by law or in any
agreement with any national securities exchange or otherwise.
(B) The term "Business Combination" as used
in this Article 11 shall mean any transaction which is referred
to in any one or more of clauses (i) through (v) of
subparagraph (A) of this paragraph I.
II. The provisions of paragraph I of this Article 11
shall not be applicable to any particular Business
Combination, and such Business Combination shall require
only such affirmative vote as is required by law and any other
provision of these Articles of Incorporation, if all of the
conditions specified in either of the following subparagraphs
(A) or (B) are met:
(A) The Business Combination shall have
been approved by three-fourths of all Directors.
(B) All of the following conditions shall
have been met:
(i) The aggregate amount of (x) cash
and (y) the Fair Market Value (as hereinafter
defined) as of the date of the consummation of
the Business Combination, of consideration
other than cash to be received per share by
holders of Common Stock in such Business
Combination shall be at least equal to the
highest amount determined under subclauses
(a), (b), (c) and (d) below (taking into account
all stock dividends and stock splits):
(a) (if applicable) the highest
per share price (including any brokerage
commissions, transfer taxes and
soliciting dealers' fees) paid by the
Interested Shareholder or any of its
Affiliates or Associates for any share of
Common Stock acquired by the
Interested Shareholder (1) within the
two-year period immediately prior to
the first public announcement of the
proposal of the Business Combination
(the "Announcement Date") or (2) in
the transaction in which it became an
Interested Shareholder, whichever is
higher;
(b) the highest Fair Market
Value per share of Common Stock
during the 30-day period ending on the
Announcement Date or during the 30-day period ending
on the date on which the Interested Shareholder became
an Interested Shareholder (such latter date
is referred to in this Article 11 as the
"Determination Date"), whichever is
higher.
(c) (if applicable) the price per
share equal to the highest Fair Market
Value per share of Common Stock
determined pursuant to subparagraph
B(i)(b) above, multiplied by the ratio of
(1) the highest per share price
(including any brokerage commissions,
transfer taxes and soliciting dealers'
fees) paid by the Interested Shareholder
or any of its Affiliates or Associates for
any shares of Common Stock acquired
by the Interested Shareholder within the
two-year period immediately prior to
the Announcement Date to (2) the Fair
Market Value per share of Common
Stock on the date that the Interested
Shareholder became a beneficial owner
of shares of Common Stock during such
two-year period; and
(d) (if applicable) the book
value per share of Common Stock on
the last day in the month preceding the
date of the consummation of the
Business Combination multiplied by the
ratio of (1) the highest price paid by the
Interested Shareholder or any of its
Affiliates or Associates per share of
Common Stock as determined pursuant
to subparagraph B(i)(a) above to (2) the
book value per share of Common Stock
on the last day in the month preceding
the date on which the highest price as
determined pursuant to B(i)(a) above
was paid.
(ii) The aggregate amount of (x) the
cash and (y) the Fair Market Value as of the
date of the consummation of the Business
Combination, of consideration other than cash
to be received per share by holders of shares of
any series of outstanding Preferred Stock shall
be at least equal to the highest of the following
(it being intended that the requirements of this
paragraph B(ii) shall be required to be met with
respect to every series of outstanding Preferred
Stock, whether or not the Interested
Shareholder or any of its Affiliates or
Associates has previously acquired any shares
of any particular series of Preferred Stock):
(a) (if applicable) the highest
per share price (including any brokerage
commissions, transfer taxes and
soliciting dealers' fees) paid by the
Interested Shareholder or any of its
Affiliates or Associates for any share of
such series of Preferred Stock acquired
by the Interested Shareholder (1) within
the two-year period immediately prior
to the Announcement Date or (2) in the
transaction in which it became an
Interested Shareholder, whichever is
higher; and
(b) (if applicable) the highest
preferential amount per share to which
the holders of shares of such series of
Preferred Stock are entitled in the event
of any voluntary or involuntary
liquidation, dissolution or winding up of
the Corporation.
(iii) The consideration to be received
by holders of outstanding Common Stock and
by holders of a particular series of outstanding
Preferred Stock shall be in cash or in the same
form as the Interested Shareholder or any of its
Affiliates or Associates has previously paid for
shares of each such kind of stock. If the
Interested Shareholder or any of its Affiliates or
Associates has paid for shares of Common
Stock or for shares of any series of Preferred
Stock with varying forms of consideration, the
form of consideration for each such kind of
stock shall be either cash or the form used to
acquire the largest number of shares of each
such kind of stock previously acquired by it.
(iv) After such Interested Shareholder
has become an Interested Shareholder and prior
to the consummation of such Business
Combination: (a) except as approved by three-fourths
of all Directors, there shall have been no failure to
declare and pay at the regular date therefor dividends
in full (whether or not cumulative) on the outstanding
Preferred Stock; (b) there shall have been (1) no reduction
in the annual rate of dividends paid on the Common
Stock (except as necessary to reflect any
subdivision of the Common Stock), except as
approved by three-fourths of all Directors and
(2) an increase in such annual rate of dividends
as necessary to reflect any reclassification
(including any reverse stock split),
recapitalization, reorganization, or any similar
transaction which has the effect of reducing the
number of outstanding shares of the Common
Stock, unless the failure so to increase such
annual rate is approved by three-fourths of all
Directors; and (c) such Interested Shareholder
shall not have become the beneficial owner of
any additional shares of Common Stock except
as part of the transaction which results in such
Interested Shareholder becoming an Interested
Shareholder.
(v) After such Interested Shareholder
has become an Interested Shareholder, such
Interested Shareholder shall not have received
the benefit, directly or indirectly (except
proportionately as a shareholder), of any loans,
advances, guarantees, pledges or other financial
assistance or any tax credits or other tax
advantages provided by the Corporation or any
of its Subsidiaries, whether in anticipation of or
in connection with such Business Combination
or otherwise.
(vi) A proxy or information statement
describing the proposed Business Combination
and complying with the requirements of the
Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder (or any
subsequent provisions replacing such Act, rules
or regulations) shall be mailed to public
shareholders of the Corporation at least 30 days
prior to the meeting at which the Business
Combination will be voted upon (whether or
not such proxy or information statement is
required to be mailed pursuant to such Act or
subsequent provisions). The proxy or
information statement shall contain on the
cover page thereof a statement as to how
members of the Board of Directors voted on the
proposal in question and any recommendation
as to the advisability or inadvisability of the
Business Combination that any director wishes
to make, and shall also contain the opinion of a
reputable national investment banking firm as
to the fairness of the terms of the Business
Combination, from the point of view of the
remaining public shareholders of the
Corporation (such investment banking firm to
be engaged solely on behalf of the remaining
public shareholders, to be paid a reasonable fee
for its services by the Corporation upon receipt
of such opinion and to be an investment
banking firm which has not previously been
associated with the Interested Shareholder or
any of its Affiliates or Associates).
III. For the purposes of this Article 11:
A. A "person" shall mean any individual,
firm, corporation or other entity.
B. "Interested Shareholder" shall mean any
person (other than the Corporation, any Subsidiary or
either the Corporation or any Subsidiary acting as
Trustee or in a similar fiduciary capacity) who or
which:
(i) is the beneficial owner of more than 10% of
the outstanding Common Stock; or
(ii) is an Affiliate of the Corporation and at any
time within the two-year period immediately
prior to the date in question was the beneficial
owner, directly or indirectly, of 10% or more of
the then outstanding Common Stock; or
(iii) acquired any shares of Common Stock
which were at any time within the two-year
period immediately prior to the date in question
beneficially owned by any Interested
Shareholder, if such acquisition shall have
occurred in the course of a transaction or series
of transactions not involving a public offering
within the meaning of the Securities Act of
1933.
C. A person shall be a "beneficial owner"
of any Common Stock:
(i) which such person or any of its Affiliates or
Associates (as hereinafter defined) beneficially
owns, directly or indirectly; or
(ii) which such person or any of its Affiliates
or Associates has, directly or indirectly, (a) the
right to acquire (whether such right is
exercisable immediately or only after the
passage of time), pursuant to any agreement,
arrangement or understanding or upon the
exercise of conversion rights, exchange rights,
warrants or options or otherwise, or (b) the
right to vote pursuant to any agreement,
arrangement or understanding; or
(iii) which are beneficially owned, directly or
indirectly, by any other person with which such
person or any of its Affiliates or Associates has
any agreement, arrangement or understanding
for the purpose of acquiring, holding, voting or
disposing of any shares of Common Stock.
D. For the purposes of determining
whether a person is an Interested Shareholder pursuant
to paragraph B of this Section III, the number of shares
of Common Stock deemed to be outstanding shall
include shares deemed owned through application of
paragraph C(ii)(a) of this Section III but shall not
include any other shares of Common Stock which may
be issuable pursuant to any agreement, arrangement or
understanding, or upon exercise of conversion rights,
warrants or options, or otherwise.
E. (i) An "Affiliate" of a specified person
is a person that directly, through one or more
intermediaries, controls, or is controlled by, or
is under common control with, the person
specified.
(ii) The term "Associate" used to indicate a
relationship with any person means (1) any
firm, corporation or other entity (other than the
Corporation or any Subsidiary) of which such
person is an officer or partner or is, directly or
indirectly, the beneficial owner of 10% or more
of any class of equity securities, (2) any trust or
other estate in which such person has a
substantial beneficial interest or as to which
such person serves as trustee or in a similar
fiduciary capacity, and (3) any relative or
spouse of such person, or any relative of such
spouse who has the same home as such person.
F. "Subsidiary" means any corporation of
which a majority of any class of equity securities is
owned, directly or indirectly, by the Corporation unless
owned solely as trustee or other similar fiduciary
capacity.
G. "Fair Market Value" means: (i) in the
case of stock, the closing sales price of a share of such
stock on the Composite Tape on the New York Stock
Exchange-Listed Stocks, or, if such stock is not quoted
on the Composite Tape, on the New York Stock
Exchange, or, if such stock is not listed on such
Exchange, on the principal United States securities
exchange registered under the Securities Exchange Act
of 1934, as amended, on which such stock is listed, or,
if such stock is not listed on any such exchange, the
closing sales price or the sales price or the average of
the bid and asked prices reported with respect to a
share of such stock on the National Association of
Securities Dealers, Inc. Automatic Quotation System
or any system then in use, or if no such quotations are
available, the fair market value on the date in question
of a share of such stock as determined by the Board in
good faith; and (ii) in the case of property other than
cash or stock, the fair market value of such property on
the date in question as determined by the Board in
good faith.
H. In the event of any Business
Combination in which the Corporation survives, the
phrase "consideration other than cash to be received"
as used in paragraphs B(i) and (ii) of Section II of this
Article 11 shall include the shares of Common Stock
and/or the shares of any series of outstanding Preferred
Stock retained by the holders of such shares.
I. The term "acquire" or "acquired" means
the acquisition of beneficial ownership.
IV. The Directors of the Corporation shall have the
power and duty to determine for the purposes of this Article
11, on the basis of information known to them after reasonable
inquiry, (i) whether a person is an Interested Shareholder, (ii)
the number of shares of Common Stock beneficially owned by
any person, (iii) whether a person is an Affiliate or Associate
of another, and (iv) whether the assets which are the subject of
any Business Combination have, or the consideration to be
received for the issuance or transfer of securities by the
Corporation or any Subsidiary in any Business Combination
has, an aggregate Fair Market Value of $1,000,000 or more.
V. Nothing contained in this Article 11 shall be
construed to relieve any Interested Shareholder or any of its
Affiliates or Associates from any fiduciary obligation imposed
by law.
VI. Nothwithstanding any other provisions of these
Articles of Incorporation or the Bylaws of the Corporation
(and notwithstanding the fact that a lesser percentage may be
specified by law, these Articles of Incorporation or the Bylaws
of the Corporation), the affirmative vote of the holders of at
least seventy-five percent (75%) of the shares of the
outstanding Common Stock of the Corporation, including the
affirmative vote of the holders of at least seventy-five percent
(75%) of the outstanding shares of Common Stock of the
Corporation other than those beneficially owned by any
Interested Shareholder, shall be required to amend or repeal, or
adopt any provisions inconsistent with, this Article 11 of these
Articles of Incorporation, in addition to any affirmative vote
required by law or these Articles of Incorporation with respect
to any other shares of capital stock of the Corporation.
12.
The Board of Directors of the Corporation, when
evaluating any offer of a person (as defined in Article 11),
other than the Corporation itself, to (a) make a tender or
exchange offer for any equity security of the Corporation or
any other security of the Corporation convertible into any
equity security, (b) merge or consolidate the Corporation with
another person, or (c) purchase or otherwise acquire all or
substantially all of the properties and assets of the Corporation
(an "Acquisition Proposal"), shall, in connection with the
exercise of its business judgment in determining what is the
best interests of the Corporation and its shareholders, give due
consideration to all relevant factors, including without
limitation the consideration being offered in the Acquisition
Proposal in relation to the then-current market price, but also
in relation to the then-current value of the Corporation in a
freely negotiated transaction and in relation to the Board of
Directors' then estimate of the future value of the Corporation
as an independent entity, the social and economic effects on
the employees, customers, suppliers and other constituents of
the Corporation and its subsidiaries and on the communities in
which the Corporation and its subsidiaries operate or are
located and the desirability of maintaining independence from
any other entity.
13.
Nothwithstanding anything to the contrary in the
Bylaws of the Corporation and subject to the rights of holders
of any series of Preferred Stock then outstanding, the
shareholders may amend or repeal, or adopt any provision
inconsistent with, Article 11 of the Corporation's Bylaws only
by the same affirmative vote as is required to amend or repeal
or adopt any provision inconsistent with Article 11 of these
Articles of Incorporation as provided for in paragraph VI of
said Article 11, or in the alternative, by the vote of 75% or
more of the Directors, the Board of Directors may amend or
repeal or adopt any provision inconsistent with Article 11 of
the Corporation's Bylaws.
Any amendment or repeal of any part of Article X of
the Corporation's Bylaws effected by the Directors shall
require the affirmative vote of at least 75% of the full Board of
Directors following at least ten days prior written notice to all
Directors of the specific proposal.
14.
In addition to any powers provided by law, in the
Bylaws, or otherwise, the Corporation shall have the power to
indemnify any person who becomes a party or who is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (including any action by or in
the right of the Corporation), by reason of the fact that he is or
was a director, officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise.
15.
(a). No director of the Corporation shall be
personally liable to the Corporation or its shareholders 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 Georgia Business
Corporation Code or any successor law or laws.
(b). Any repeal or modification of Article 15(a) by
the shareholders of the Corporation shall not adversely affect
any right or protection of a director of the Corporation existing
at the time of such repeal or modification.
16.
The Corporation shall not commence business until it
shall have received not less than $500 in payment for the
issuance of its shares.
Said Restated Articles of Incorporation supersede the
original Articles of Incorporation as heretofore amended.
IN WITNESS WHEREOF, SunTrust Banks, Inc. has
caused these Articles of Restatement to be executed, its
corporate seal to be affixed, and its seal and execution hereof
to be attested, all by its duly authorized officers, this 13th day
of November, 1998.
SUNTRUST BANKS, INC.
/s/ W. P. O'Halloran
William P. O'Halloran
Senior Vice President and Controller
(Chief Accounting Officer)
(CORPORATE SEAL)
Attest: /c/ Thomas C. Duer
Thomas C. Duer
Corporate Secretary