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SunTrust Announces Shareholder-Oriented Measures

Company to Expense Options, Expand Board Governance Role; Moves Consistent With Long-Time Conservative Approach

Aug 13, 2002

SunTrust Banks, Inc. announced today several shareholder-oriented steps taken in response to the current national business climate, and in line with the Company's long-standing conservative approach to business and financial management.

  Specifically, SunTrust said it now will:

  *  Expense the fair market value of stock options granted to employees,
     beginning with options granted during the current year.
  *  Expand the charter of the Nominating and Compensation Committee of the
     Company's Board of Directors to explicitly encompass corporate
     governance issues.  The newly designated Nominating, Compensation and
     Governance Committee will be composed entirely of independent
  *  In addition, SunTrust is fully complying with the new Securities and
     Exchange Commission (SEC) requirement for certain key officers to
     certify its financial reporting.

"We have always placed a premium on the integrity of our results and applaud moves that bring greater transparency to financial reporting," said L. Phillip Humann, SunTrust chairman, president and chief executive officer. "As we see it, the heightened national focus on corporate responsibility is right in line with SunTrust's historically conservative operating approach."

SunTrust said the cost associated with expensing stock options under SFAS 123, "Accounting for Stock-Based Compensation," will be approximately one-half of one cent per diluted share in 2002. As the cost of expensing anticipated future options is phased in over a four-year period, the impact will rise to approximately $.07 per diluted share. SunTrust said the pro forma impact of options granted prior to January 1, 2002, will continue to be disclosed in financial statement footnotes. SunTrust employs the commonly used Black Sholes model in estimating option values.

With respect to certification of financial reporting, Mr. Humann and SunTrust Chief Financial Officer John W. Spiegel are today filing unqualified sworn statements in accordance with the recent SEC order. SunTrust is also meeting the requirements of the Sarbanes-Oxley Act for similar certification.

SunTrust Banks, Inc., headquartered in Atlanta, Georgia, is one of the nation's largest commercial banking organizations. As of June 30, 2002, SunTrust had total assets of $108.0 billion and total deposits of $71.7 billion. The company operates through an extensive distribution network in Alabama, Florida, Georgia, Maryland, Tennessee, Virginia and the District of Columbia and also serves customers in selected markets nationally. Its primary businesses include deposit, credit, trust and investment services. Through various subsidiaries the company provides credit cards, mortgage banking, insurance, brokerage and capital markets services. SunTrust's Internet address is .

This press release may contain forward-looking statements as defined by federal securities law which involve significant risks and uncertainties. Actual results could differ materially from those contained in or implied by such statements for a variety of reasons including, but not limited to: changes in interest rates; changes in accounting principles, policies, or guidelines; significant changes in the economic scenario: significant changes in regulatory requirements; and significant changes in securities markets. SunTrust does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made.


SOURCE: SunTrust Banks, Inc.

CONTACT: media, Barry Koling, +1-404-230-5268, or investors, Gary
Peacock, +1-404-658-4879, both of SunTrust Banks, Inc.