74 SunTrust 2001 Annual Report

2001 FORM 10-K
- --------------------------------------------------------------------------------

Securities and Exchange Commission
Washington, DC 20549
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
For the Fiscal Year Ended December 31, 2001
Commission file number 1-8918

SunTrust Banks, Inc.

Incorporated in the State of Georgia
IRS Employer Identification Number 58-1575035
Address: 303 Peachtree Street, NE, Atlanta, GA 30308
Telephone: (404) 588-7711

Securities Registered Pursuant to Section 12(b) of the Act: Common Stock-$1.00
par value, which is registered on the New York Stock Exchange.

As of January 31, 2002, SunTrust had 287,253,875 shares of common stock
outstanding. The aggregate market value of SunTrust common stock held by
non-affiliates on January 31, 2002 was approximately $17.5 billion.

SunTrust (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [_]

Documents Incorporated By Reference

Part III information is incorporated herein by reference, pursuant to
Instruction G of Form 10-K, from SunTrust's Proxy Statement for its 2002 Annual
Shareholders' Meeting, which will be filed with the Commission by March 8, 2002.
Certain Part I and Part II information required by Form 10-K is incorporated by
reference from the SunTrust Annual Report to Shareholders as indicated below.
Except for parts of the SunTrust Annual Report to Shareholders expressly
incorporated herein by reference, this Annual Report is not to be deemed filed
with the Securities and Exchange Commission.

Part I Page

Item 1 Business 2-41
Item 2 Properties 41
Item 3 Legal Proceedings 41
Item 4 Not Applicable

Part II
Item 5 Market for the Registrant's
Common Equity and Related
Stockholder Matters Inside front cover,
13, 35, 80

Item 6 Selected Financial Data 13
Item 7 Management's Discussion and
Analysis of Financial Condition
and Results of Operations 2-41
Item 7a Quantitative and Qualitative
Disclosures about Market Risk 30
Item 8 Financial Statements and
Supplementary Data 35-38, 42-73

Part III Page
Item 9 Not Applicable
Item 10 Directors and Executive
Officers of the Registrant Proxy Statement
Item 11 Executive Compensation Proxy Statement
Item 12 Security Ownership of
Certain Beneficial Owners
and Management Proxy Statement
Item 13 Certain Relationships and
Related Transactions Proxy Statement

Part IV
Item 14 Exhibits, Financial Statement
Schedules and Reports
on Form 8-K 75

Certain statistical data required by the Securities and Exchange Commission are
included on pages 13-38.

SunTrust 2001 Annual Report 75

EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- --------------------------------------------------------------------------------

Financial Statement Filed. See Index To Consolidated Financial Statements on
page 42 of this Annual Report and Form 10-K.

All financial statement schedules are omitted because the data is either
not applicable or is discussed in the financial statements or related footnotes.
The Company filed Form 8-K's dated October 11 and December 4, 2001 to file
certain exhibits to be incorporated by reference into the Registration
Statements on Form S-3.

The Company's principal banking subsidiary is owned by SunTrust Bank
Holding Company, a Florida corporation. A directory of the Company's principal
banking units and key subsidiaries are on pages 78-79 of this Annual Report and
Form 10-K. The Company's Articles of Incorporation, By-laws, certain instruments
defining the rights of securities holders, including designations of the terms
of outstanding indentures, constituent instruments relating to various employee
benefit plans and certain other documents are filed as Exhibits to this Report
or incorporated by reference herein pursuant to the Securities Exchange Act of
1934. Shareholders may obtain the list of such Exhibits and copies of such
documents upon request to Corporate Secretary, SunTrust Banks, Inc., Mail Code
643, P.O. Box 4418, Atlanta, Georgia, 30302. A copying fee will be charged for
the Exhibits.

Consent Of Independent Public Accountants

As independent public accountants, we hereby consent to the incorporation of our
report included in this Annual Report and Form 10-K into the Registrant's
previously filed Registration Statement Nos. 33-28250, 33-58723, 333-50719,
333-69331, 333-91519, 333-91521 and 333-43348 on Form S-8 and Registration
Statement No. 333-61583 on Form S-3.

Arthur Andersen LLP

Atlanta, GA
March 15, 2002

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf on February 12, 2002 by the undersigned, thereunto duly authorized.

SunTrust Banks, Inc. L. Phillip Humann
(Registrant) Chairman of the Board of Directors,
President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed on February 12, 2002 by the following persons on behalf of the
Registrant and in the capacities indicated.

L. Phillip Humann William P. O'Halloran
Chairman of the Board of Directors, Senior Vice President
President and Chief Executive Officer and Controller

John W. Spiegel
Vice Chairman and
Chief Financial Officer

All Directors of the Registrant listed on page 76.

EXECUTIVE OFFICERS
------------------

- --------------------------------------------------------------------------------------------------------------------
Name Business Experience Age
- --------------------------------------------------------------------------------------------------------------------

John W. Clay, Jr. A Vice Chairman of the Company since August 2000 with management oversight 60
of banking functions, including corporate and investment banking. From
1997 until August 2000 he was an Executive Vice President of the Company.
Prior to 1997, he was Chief Executive Officer of the Company's Tennessee
banking operations.
- --------------------------------------------------------------------------------------------------------------------
Robert H. Coords An Executive Vice President of the Company and Chief Efficiency and Quality 59
Officer.
- --------------------------------------------------------------------------------------------------------------------
Donald S. Downing An Executive Vice President of the Company and Mortgage Line of Business 55
Head.
- --------------------------------------------------------------------------------------------------------------------
Samuel O. Franklin III An Executive Vice President of the Company and Chief Executive Officer of 58
the Company's Tennessee banking operations.
- --------------------------------------------------------------------------------------------------------------------
Charles T. Hill An Executive Vice President of the Company and, since January 2001, 51
Chairman, President and Chief Executive Officer of the Mid-Atlantic banking
operations. From August 2000 to January 2001, Mr. Hill was President and
Chief Executive Officer of the Mid-Atlantic banking operations. Prior to
August 2000, Mr. Hill was Executive Vice President, Commercial Banking, and
Senior Credit Officer for the Mid-Atlantic region.
- --------------------------------------------------------------------------------------------------------------------
Theodore J. Hoepner A Vice Chairman of the Company since August 2000 with responsibility for 60
the Company's technology and operations functions, asset quality,
efficiency and quality initiatives, human resources and legal and
regulatory affairs. From 1997 until August 2000 he was an Executive Vice
President of the Company, with responsibility for the Company's Florida
banking operations, SunTrust Service Corporation, Human Resources and
efficiency and quality initiatives.
- --------------------------------------------------------------------------------------------------------------------
L. Phillip Humann Chairman of the Board, President and Chief Executive Officer of the 56
Company. He is a Director of Coca-Cola Enterprises Inc., Equifax Inc. and
Haverty Furniture Companies, Inc. Mr. Humann has been a director of the
Company since 1991.
- --------------------------------------------------------------------------------------------------------------------
Craig J. Kelly An Executive Vice President of the Company and Marketing Director since 56
January 2000. From 1997 to 2000, Mr. Kelly served as Group Executive Vice
President at Crestar Bank responsible for Marketing. From 1987 to 1997, he
was Senior Vice President and Director of Marketing for Banc One
Corporation.
- --------------------------------------------------------------------------------------------------------------------
George W. Koehn An Executive Vice President of the Company and, since August 2000, Chairman 58
and Chief Executive Officer of the Company's Florida banking operations.
Prior to August 2000, Mr. Koehn was President of the Florida banking
operations and Chairman and Chief Executive Officer of the Central Florida
banking unit.
- --------------------------------------------------------------------------------------------------------------------
Carl F. Mentzer An Executive Vice President of the Company and Commercial Line of Business 56
Head. In May 1995, Mr. Mentzer was elected Chairman of the Board and Chief
Executive Officer of SunTrust Bank, Tampa Bay and held that position until
December 31, 1999.
- --------------------------------------------------------------------------------------------------------------------
William P. O'Halloran A Senior Vice President and Controller of the Company. 58
- --------------------------------------------------------------------------------------------------------------------

Dennis M. Patterson An Executive Vice President of the Company and Retail Banking Line of 52
Business Head, which includes the branch system, small business banking,
private banking, consumer lending, insurance and credit card business.
Prior to this, Mr. Patterson served as the Company's Marketing Director,
with additional responsibility for corporate strategy development and
SunTrust's online subsidiary (telephone and Internet banking).
- --------------------------------------------------------------------------------------------------------------------
William H. Rogers, Jr. An Executive Vice President of the Company. Since October 2000 Mr. Rogers 44
has had responsibility for trust, investment and private client services.
Prior to October 2000, Mr. Rogers was head of Georgia community banking and
the Georgia retail line of business.
- --------------------------------------------------------------------------------------------------------------------
R. Charles Shufeldt An Executive Vice President and line of business head for the Company's 51
Corporate and Investment Banking Unit since August 2000. Prior to that,
Mr. Shufeldt served as Senior Vice President in the same unit.
- --------------------------------------------------------------------------------------------------------------------
John W. Spiegel A Vice Chairman of the Company since August 2000 with responsibility for 60
the Company's finance-related functions. Mr. Spiegel is also Chief
Financial Officer, a position he has held for more than five years. Prior
to August 2000 he was an Executive Vice President of the Company.
- --------------------------------------------------------------------------------------------------------------------
James M. Wells III A Vice Chairman of the Company since August 2000 with responsibility for 55
oversight of the Company's commercial, retail, mortgage and private client
services lines of business. He also has senior executive responsibility
for the Company's marketing and corporate strategy units, as well as
product management. From January 2000 to August 2000 Mr. Wells served as
President and Chief Executive Officer of the Company's Mid-Atlantic
region. From 1997 to January 2000 he served as President and Chief
Operating Officer of Crestar Financial Corporation and Crestar Bank.
- --------------------------------------------------------------------------------------------------------------------
Robert C. Whitehead An Executive Vice President of the Company and Chief Information Officer. 55
- --------------------------------------------------------------------------------------------------------------------
E. Jenner Wood, III Chairman, President and Chief Executive Officer of SunTrust Bank, Georgia 50
since April 2001 and an Executive Vice President of the Company. Prior to
April 2001, Mr. Wood was President of SunTrust Bank, Georgia since October
2000 and prior to that he was responsible for trust, investment and private
client services.
- --------------------------------------------------------------------------------------------------------------------

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

EXHIBIT INDEX

Sequential
Page
Exhibit Description Number

3.1 Amended and Restated Articles of Incorporation of SunTrust
Banks, Inc. ("Registrant") effective as of November 14, 1989,
and amendment effective as of April 24, 1998, incorporated by
reference to Exhibit 3.1 to Registrant's 1998 Annual Report on
Form 10-K.
*
3.2 Amendment to Restated Articles of Incorporation of Registrant,
effective April 18, 2000, incorporated by reference to Exhibit
3.1 of Registrant's Form 10-Q as of March 31, 2000. *

3.3 Bylaws of Registrant, amended effective as of February 13, 2001
(filed herewith).

4.1 Indenture Agreement between Registrant and Morgan Guaranty Trust
Company of New York, as Trustee, incorporated by reference to Exhibit
4(a) to Registration Statement No. 33-00084. *

4.2 Indenture between Registrant and PNC, N.A., as Trustee,
incorporated by reference to Exhibit 4(a) to Registration Statement
No. 33-62162. *

4.3 Indenture between Registrant and The First National Bank of Chicago,
as Trustee, incorporated by reference to Exhibit 4(b) to Registration
Statement No. 33-62162. *

4.4 Form of Indenture to be used in connection with the issuance of
Subordinated Debt Securities, incorporated by reference to Exhibit
4.4 to Registration Statement No. 333-25381. *

4.5 Form of Indenture, dated as of February 1, 1985, between
SunTrust Bank Holding Company (as successor in interest to
Crestar Financial Corporation) and The Chase Manhattan Bank, as
Trustee, incorporated by reference to Exhibit 4.3 to
Registration Statement No. 333-61583. *

4.6 Form of Indenture, dated as of September 1, 1993, between
SunTrust Bank Holding Company (as successor in interest to
Crestar Financial Corporation) and The Chase Manhattan Bank, as
Trustee, incorporated by reference to Exhibit 4.1 to Registration
Statement No. 333-50387. *

4.7 Form of Third Supplemental Indenture (to Indenture dated as of
February 1, 1985), dated as of July 1, 1992, between SunTrust
Bank Holding Company (as successor in interest to Crestar Financial
Corporation) and The Chase Manhattan Bank, as Trustee, incorporated
by reference to Registration Statement No. 333-61583. *

4.8 Form of resolutions of the Board of Directors of Crestar
Financial Corporation (now known as SunTrust Bank Holding
Company) approving issuance of $150 million of 8 3/4%
Subordinated Notes Due 2004, incorporated by reference to
Exhibit 4.6 to Registration Statement No. 333-61583.
*
4.9 Form of First Supplemental Indenture (to Indenture dated as of
September 1, 1993), dated as of January 1, 1998, between
SunTrust Bank Holding Company (as successor in interest to
Crestar Financial Corporation) and The Chase Manhattan Bank, as
Trustee, incorporated by reference to Exhibit 4.7 to

Registration Statement No. 333-61583. *

Material Contracts and Executive Compensation Plans and Arrangements

10.1 SunTrust Banks, Inc. Supplemental Executive Retirement Plan
effective as of August 13, 1996, and amendment effective as of
November 10, 1998, incorporated by reference to Exhibit 10.9 to
Registrant's 1998 Annual Report on Form 10-K. *

10.2 Amendment to SunTrust Banks, Inc. Supplemental Executive
Retirement Plan effective as of February 10, 1998, incorporated
by reference to Exhibit 10.9 of Registrant's 2000 Annual Report
on Form 10-K. *

10.3 Summary of amendments to the SunTrust Banks, Inc. Supplemental
Executive Retirement Plan adopted February 14, 2001 (filed
herewith). The amended Agreement will be filed after it is
executed.

10.4 SunTrust Banks, Inc. ERISA Excess Retirement Plan, effective as
of August 13, 1996, and amendment effective as of November 10,
1998, incorporated by reference to Exhibit 10.10 to
Registrant's 1998 Annual Report on Form 10-K. *

10.5 SunTrust Banks, Inc. Performance Unit Plan, amended and
restated as of August 11, 1998, incorporated by reference to
Exhibit 10.11 to Registrant's 1998 Annual Report on Form 10-K. *

10.6 SunTrust Banks, Inc. Management Incentive Plan, amended and
restated as of February 8, 2000, incorporated by reference to
Exhibit 10.11 to Registrant's 1999 Annual Report on Form 10-K. *

10.7 SunTrust Banks, Inc. 401(k) Excess Plan Amended and Restated as of
July 1, 1999, incorporated by reference to Exhibit 10.12 to
Registrant's 1999 Annual Report on Form 10-K. *

10.8 Amendment Number One dated December 1, 2001 to the SunTrust Banks,
Inc. 401(k) Excess Plan Amended and Restated as of July 1, 1999
(filed herewith).

10.9 SunTrust Banks, Inc. Executive Stock Plan, incorporated by
reference to Exhibit 10.16 to Registrant's 1998 Annual Report
on Form 10-K. *

10.10 Amendment to SunTrust Banks, Inc. Executive Stock Plan, effective
February 10, 1998, incorporated by reference to Exhibit 10.8 to
Registrant's 1997 Annual Report on Form 10-K. *

10.11 SunTrust Banks, Inc. Performance Stock Agreement, effective
February 11, 1992, and First Amendment to Performance Stock
Agreement effective February 10, 1998, incorporated by reference
to Exhibit 10.9 to Registrant's 1997 Annual Report on Form 10-K. *

10.12 SunTrust Banks, Inc. 1995 Executive Stock Plan, incorporated by
reference to Exhibit 10.16 to Registrant's 1999 Annual Report on
Form 10-K. *

10.13 Amendment to the SunTrust Banks, Inc. 1995 Executive Stock Plan,
effective as of August 11, 1998, incorporated by reference to
Exhibit 10.20 to Registrant's 1998 Annual Report on Form 10-K. *

10.14 SunTrust Banks, Inc. 2000 Stock Plan, effective February 8, 2000,
incorporated by reference to Exhibit A to Registrant's 2000 Proxy
Statement on Form 14A. *

10.15 SunTrust Banks, Inc. Deferred Compensation Plan, effective October
1, 1999 and Amendment Number One, effective October 31, 1999,
incorporated by reference to Exhibit 10.19 to Registrant's 1999
Annual Report on Form 10-K. *

10.16 Amendment to Exhibit A to the SunTrust Banks, Inc. Deferred
Compensation Plan, effective January 1, 2000, incorporated by
reference to Exhibit 10.21 of Registrant's 2000 Annual Report on
Form 10-K. *

10.17 SunTrust Banks, Inc. Directors Deferred Compensation Plan effective
as of January 1, 1994, incorporated by reference to Exhibit 10.21
to Registrant's 1998 Annual Report on Form 10-K. *

10.18 Crestar Financial Corporation Executive Life Insurance Plan, as
amended and restated effective January 1, 1991, and amendments
effective December 18, 1992, March 30, 1998, and December 30, 1998,
incorporated by reference to Exhibit 10.23 to Registrant's 1998
Annual Report on Form 10-K. *

10.19 1981 Stock Option Plan of Crestar Financial Corporation and
Affiliated Corporations, as amended through January 24, 1997,
incorporated by reference to Exhibit 10.24 to Registrant's 1998
Annual Report on Form 10-K. *

10.20 Change in Control Agreements between Registrant and various
executives, incorporated by reference to Exhibits 10.1 through
10.10 of Registrant's Form 10-Q and Form 10-QA as of March 31,
2001. *

10.21 Employment Agreement between Registrant and James M. Wells III,
effective as of December 31, 1998, incorporated by reference to
Exhibit 10.24 to Registrant's 1999 Annual Report on Form 10-K.

10.22 Crestar Financial Corporation Excess Benefit Plan, amended and
restated effective December 26, 1990 and amendments thereto
(effective December 18, 1992, March 30, 1998 and December 30,
1998), incorporated by reference to Exhibit 10.29 to Registrant's
1998 Annual Report on Form 10-K. *

10.23 United Virginia Bankshares Incorporated Deferred Compensation
Program under Incentive Compensation Plan of United Virginia
Bankshares Incorporated and Affiliated Corporation, amended and
restated through December 7, 1983, incorporated by reference to
Exhibit 10.30 to Registrant's 1998 Annual Report on Form 10-K. *

10.24 Amendments (effective January 1, 1987 and January 1, 1988) to
United Virginia Bankshares Incorporated Deferred Compensation
Program Under Incentive Compensation Plan of United Virginia
Bankshares Incorporated and Affiliated Corporation, incorporated by
reference to Exhibit 10.29 of Registrant's 2000 Annual Report on
Form 10-K. *

10.25 Amendment (effective January 1, 1994) to Crestar Financial
Corporation Deferred Compensation Program Under Incentive
Compensation Plan of Crestar Financial Corporation and Affiliated
Corporations, incorporated by reference to Exhibit 10.30 to
Registrant's 2000 Annual Report on Form 10-K. *

10.26 Amendment (effective September 21, 1995) to Crestar Financial
Corporation Deferred Compensation Program Under Incentive
Compensation Plan of Crestar Financial Corporation and Affiliated
Corporations, incorporated by reference to Exhibit 10.34 to
Registrant's 1998 Annual Report on Form 10-K. *

10.27 Crestar Financial Corporation Deferred Compensation Plan for

Outside Directors of Crestar Financial Corporation and Crestar
Bank, amended and restated through December 13, 1983 and
amendments thereto (effective January 1, 1985, April 24, 1991,
December 31, 1993 and October 23, 1998), incorporated by
reference to Exhibit 10.35 to Registrant's 1998 Annual Report
on Form 10-K. *

10.28 Amendment (effective January 1, 1999) to Crestar Financial
Corporation Deferred Compensation Plan for Outside Directors of
Crestar Financial Corporation, incorporated by reference to
Exhibit 10.32 to Registrant's 1999 Annual Report on Form 10-K. *

10.29 Crestar Financial Corporation Additional Nonqualified Executive
Plan, amended and restated effective December 26, 1990 and
amendments thereto (effective December 18, 1992, March 30, 1998
and December 30, 1998), incorporated by reference to Exhibit 10.36
to Registrant's 1998 Annual Report on Form 10-K. *

10.30 Crestar Financial Corporation 1993 Stock Incentive Plan, as
amended and restated effective February 28, 1997, incorporated
by reference to Exhibit 10(af) to Crestar Financial Corporation's
1997 Annual Report on Form 10-K. *

10.31 Amendments (effective December 19, 1997) to Crestar Financial
Corporation 1993 Stock Incentive Plan, incorporated by
reference to Exhibit 10.38 to Registrant's 1998 Annual Report on
Form 10-K. *

10.32 Crestar Financial Corporation Supplemental Executive Retirement
Plan, effective January 1, 1995, incorporated by reference to
Exhibit 10.37 to Registrant's 2000 Annual Report on Form 10-K. *

10.33 Amendments (effective December 20, 1996) to the Crestar Financial
Corporation Supplemental Executive Retirement Plan, incorporated
by reference to Exhibit 10(aj) to Crestar Financial Corporation's
1997 Annual Report on Form 10-K. *

10.34 Amendments (effective December 17, 1997) to Crestar Financial
Corporation Supplemental Executive Retirement Plan, incorporated
by reference to Exhibit 10(al) to Crestar Financial Corporation's
1997 Annual Report on Form 10-K. *

10.35 Amendments (effective December 19, 1997 and December 29, 1998) to
the Crestar Financial Corporation Supplemental Executive
Retirement Plan, incorporated by reference to Exhibit 10.42 to
Registrant's 1998 Annual Report on Form 10-K. *

10.36 Crestar Financial Corporation Directors' Equity Program, effective
January 1, 1996 (filed herewith).

10.37 Amendment (effective December 20, 1996) to Crestar Financial
Corporation Directors' Equity Program (filed herewith).

10.38 Amendment (effective September 26, 1997) to Crestar Financial
Corporation Directors' Equity Program, incorporated by reference
to Exhibit 10(ao) to Crestar Financial Corporation's 1997 Annual
Report on Form 10-K. *

10.39 Amendments (effective October 23, 1998) to Crestar Financial
Corporation Directors' Equity Program, incorporated by reference to
Exhibit 10.47 to Registrant's 1998 Annual Report on Form 10-K. *

10.40 Amendment (effective October 23, 1998) to Crestar Financial
Corporation Directors' Equity Program, incorporated by
reference to Exhibit 10.44 to Registrant's 1999 Annual Report on Form
10-K. *

11.1 Statement re computation of per share earnings (filed herewith).

12.1 Ratio of Earnings to Fixed Changes (filed herewith).

13.1 Registrant's 2001 Annual Report to Shareholders (filed herewith).

21.1 Registrant's Subsidiaries (filed herewith).

22.1 Registrant's Proxy Statement relating to the 2002 Annual Meeting of
Shareholders, dated March 1, 2002, filed on March 1, 2002.

23.1 Consent of Independent Public Accountants (filed herewith).

Certain instruments defining rights of holders of long-term debt of
Registrant and its subsidiaries are not filed herewith pursuant to Item
601(b)(4)(iii) of Regulation S-K. At the Commission's request, Registrant agrees
to give the Commission a copy of any instrument with respect to long-term debt
of Registrant and its consolidated subsidiaries and any of its unconsolidated
subsidiaries for which financial statements are required to be filed under which
the total amount of debt securities authorized does not exceed ten percent of
the total assets of Registrant and its subsidiaries on a consolidated basis.

* Incorporated by reference.

Certain statistical data required by the Securities and Exchange Commission are
included on pages AR 13 thru AR 38.

SIGNATURES
----------

Pursuant to the requirements of the Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf on February 12, 2002 by the undersigned, thereunto duly
authorized.

SUNTRUST BANKS, INC.
(Registrant)

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

Pursuant to the requirements of the Securities Act of 1934, this report
has been signed on February 12, 2002 by the following persons on behalf of the
Registrant and in the capacities indicated.

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

By: /s/ John W. Spiegel
------------------------------------------
John W. Spiegel
Vice Chairman and
Chief Financial Officer

By: /s/ William P. O'Halloran
------------------------------------------
William P. O'Halloran
Senior Vice President and Controller
(Chief Accounting Officer)

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints L. PHILLIP HUMANN, Chairman of the Board,
President, Chief Executive Officer and a Director of the Registrant, JOHN W.
SPIEGEL, Vice Chairman and Chief Financial Officer of the Registrant, RAYMOND D.
FORTIN, Senior Vice President and Secretary of the Registrant, or any one of
them, his or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any amendments to this report, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agents or any of them, their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this
report has been signed on February 12, 2002 by the following persons on behalf
of the Registrant and in the capacities indicated.

/s/ J. Hyatt Brown Director
- -----------------------------------------------------
J. Hyatt Brown

/s/ Alston D. Correll Director
- -----------------------------------------------------
Alston D. Correll

/s/ Douglas N. Daft Director
- -----------------------------------------------------
Douglas N. Daft

/s/ A. W. Dahlberg Director
- -----------------------------------------------------
A. W. Dahlberg

/s/ Patricia C. Frist Director
- -----------------------------------------------------
Patricia C. Frist

/s/ David H. Hughes Director
- -----------------------------------------------------
David H. Hughes

/s/ M. Douglas Ivester Director
- -----------------------------------------------------
M. Douglas Ivester

/s/ Summerfield K. Johnston, Jr. Director
- -----------------------------------------------------
Summerfield K. Johnston, Jr.

/s/ Joseph L. Lanier, Jr. Director
- --------------------------------------------
Joseph L. Lanier, Jr.

/s/ G. Gilmer Minor, III Director
- --------------------------------------------
G. Gilmer Minor, III

/s/ Larry L. Prince Director
- --------------------------------------------
Larry L. Prince

/s/ R. Randall Rollins Director
- --------------------------------------------
R. Randall Rollins

/s/ Frank S. Royal, M.D. Director
- --------------------------------------------
Frank S. Royal, M.D.

/s/ James B. Williams Director
- --------------------------------------------
James B. Williams