REGISTRATION NO. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  ------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                  ------------
                              SUNTRUST BANKS, INC.
             (Exact name of registrant as specified in its charter)

       GEORGIA                                                 58-1575035
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                           Identification No.)

                           303 Peachtree Street, N.E.
                             Atlanta, Georgia 30308
                    (Address of Principal Executive Offices)

              EQUITABLE SECURITIES CORPORATION PROFIT SHARING PLAN

                            (Full Title of the Plan)
                                  ------------
                                Raymond D. Fortin
                              Senior Vice President
                              SunTrust Banks, Inc.
                           303 Peachtree Street, N.E.
                             Atlanta, Georgia 30308
                     (Name and address of Agent for Service)

                                  404-588-7165
          (Telephone number, including area code, of agent for service)
                                  ------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

---------------------------- ------------------------- ------------------------- ------------------------- -------------------------
                                      Amount               Proposed Maximum          Proposed Maximum
  Title of Securities to              to be                Offering Price              Aggregate                 Amount of
       be Registered                Registered               Per Share(1)           Offering Price(1)        Registration Fee(1)
---------------------------- ------------------------- ------------------------- ------------------------- -------------------------
<S>        <C>

Common Stock, $1.00
par value per share.....             400,000                   $72.41                  $28,964,000              $8,052
---------------------------- ------------------------- ------------------------- ------------------------- ------------------------
</TABLE>

(1)   Determined pursuant to Rule 457(c) and (h)(l) based on $72.41, the
      average of the high and low prices of the registrant's common stock on
      November 19, 1999, as reported on the New York Stock Exchange.


===============================================================================
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.


<PAGE>


                                     PART I
                                     ------

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
              ----------------------------------------------------

         This Registration Statement covers 400,000 shares of common stock, par
value $1.00 per share (the "Common Stock") of SunTrust Banks, Inc. (the
"Company"), issuable pursuant to the Equitable Securities Corporation Profit
Sharing Plan (the "Profit Sharing Plan").

         The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participating employees and directors as specified
by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities
Act"). These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.


                                     PART II
                                     -------

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
               --------------------------------------------------

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference:

         (a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1998, pursuant to Section 13 of the Securities Exchange Act of 1934
(the "Exchange Act").

         (b) The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 1999, June 30, 1999 and September 30, 1999.

         (c) The Company's Current Reports on Form 8-K dated January 12, 1999,
January 15, 1999, and October 18, 1999.

         (d) The description of the Company's Common Stock contained on pages 2
to 9 in Amendment No. 1, dated August 4, 1987, to its Registration of Common
Stock on Form 8-B, dated June 10, 1985, filed under Section 12(b) of the
Exchange Act, including any amendments or reports filed for the purpose of
updating such description.

         All documents subsequently filed by the Company or the Profit Sharing
Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after
the effective date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
the filing of such documents. Any statement contained in a document incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.
                                       2

<PAGE>

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The legality of the securities offered hereby has been passed upon by
Raymond D. Fortin, Esq., Senior Vice President of the Company, who beneficially
owns 23,000 shares of Common Stock and has options to purchase 4,800 shares of
Common Stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Part 5 of Article 8 of the Georgia Business Corporation Code states:

14-2-850.         Part Definitions.

         As used in this part, the term:

               (1) "Corporation" includes any domestic or foreign predecessor
         entity of a corporation in a merger or other transaction in which the
         predecessor's existence ceased upon consummation of the transaction.

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

               (3) "Disinterested director" means a director who at the time of
         a vote referred to in subsection (c) of Code Section 14-2-853 or a
         vote or selection referred to in subsection (b) or (c) of Code
         Section 14-2-855 or subsection (a) of Code Section 14-2-856 is not:

                    (A) A party to the proceeding; or

                    (B) 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
               judgment when voting on the decision being made.

               (4)  "Expenses" include counsel fees.

               (5) "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.

               (6) "Official capacity" means:

                    (A) When used with respect to a director, the office of
               director in a corporation; and

                    (B) When used with respect to an officer, as contemplated in
               Code Section 14-2-857, the office in a corporation held by the
               officer.
                                       3
<PAGE>

         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.

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

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

14-2-851.         Authority to Indemnify.

          (a) Except as otherwise provided in this Code section, a corporation
may indemnify an individual who is a party to a proceeding because he or she is
or was a director against liability incurred in the proceeding if:

                    (1) Such individual conducted himself or herself in good
               faith; and

                    (2) Such individual reasonably believed:

                         (A) In the case of conduct in his or her official
                    capacity, that such conduct was in the best interests of the
                    corporation;

                         (B) In all other cases, that such conduct was at least
                    not opposed to the best interests of the corporation; and

                         (C) In the case of any criminal proceeding, that the
                    individual had no reasonable cause to believe such conduct
                    was unlawful.

          (b) A director's conduct with respect to an employee benefit plan for
a purpose he or she believed in good faith to be in the interests of the
participants in and beneficiaries of the plan is conduct that satisfies the
requirement of subparagraph (a)(2)(B) of this Code section.

          (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 director did not meet the standard of conduct set
forth in this Code section.

          (d) A corporation may not indemnify a director under this Code
section:

               (1) In connection with a proceeding by or in the right of the
          corporation, except for reasonable expenses incurred in connection
          with the proceeding if it is determined that the director has met the
          relevant standard of conduct under this Code section; or

               (2) In connection with any proceeding with respect to conduct for
          which he or she was adjudged liable on the basis that personal benefit
          was improperly received by him or her, whether or not involving action
          in his or her official capacity.

14-2-852.         Mandatory Indemnification.

         A corporation shall indemnify a director who was 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 was a director of the corporation against reasonable
expenses incurred by the director in connection with the proceeding.

                                       4
<PAGE>


14-2-853.         Advance for Expenses.

          (a) A corporation may, before final disposition of a proceeding,
advance funds to pay for or reimburse the reasonable expenses incurred by a
director who is a party to a proceeding because he or she is a director if he or
she delivers to the corporation:

               (1) A written affirmation of his or her good faith belief that he
          or she has met the relevant standard of conduct described in Code
          Section 14-2-851 or that the proceeding involves conduct for which
          liability has been eliminated under a provision of the articles of
          incorporation as authorized by paragraph (4) of subsection (b) of Code
          Section 14-2-202; and

               (2) His or her written undertaking to repay any funds advanced if
          it is ultimately determined that the director is not entitled to
          indemnification under this part.

          (b) The undertaking required by paragraph (2) of subsection (a) of
this Code section must be an unlimited general obligation of the director but
need not be secured and may be accepted without reference to the financial
ability of the director to make repayment.

          (c) Authorizations under this Code section shall be made:

               (1) By the board of directors:

                    (A) When 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; or

                    (B) When there are fewer than two disinterested directors,
               by the vote necessary for action by the board in accordance with
               subsection (c) of Code Section 14-2-824, in which authorization
               directors who do not qualify as disinterested directors may
               participate; or

               (2) By the shareholders, 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 the proceeding may not be voted
          on the authorization.

14-2-854.         Court-Ordered Indemnification and Advances for Expenses.

          (a) A director who is a party to a proceeding because he or she is a
director may apply for indemnification or advance 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:

               (1) Order indemnification or advance for expenses if it
          determines that the director is entitled to indemnification under this
          part; or

               (2) Order indemnification or advance for expenses if it
          determines, in view of all the relevant circumstances, that it is fair
          and reasonable to indemnify the director or to advance expenses to the
          director, even if the director has not met the relevant standard of
          conduct set forth in subsections (a) and (b) of Code Section
          14-2-851, failed to comply with Code Section 14-2-853, or was adjudged
          liable in a proceeding referred to in paragraph (1) or (2) of
          subsection (d) of Code Section 14-2-851, but if the director was
          adjudged so liable, the indemnification shall be limited to reasonable
          expenses incurred in connection with the proceeding.

                                       5
<PAGE>

          (b) If the court determines that the director is entitled to
indemnification or advance for expenses under this part, it may also order the
corporation to pay the director's reasonable expenses to obtain court-ordered
indemnification or advance for expenses.

14-2-855.         Determination and Authorization of Indemnification.

          (a) A corporation may not indemnify a director under Code Section
14-2-851 unless authorized thereunder and a determination has been made for a
specific proceeding that indemnification of the director is permissible in the
circumstances because he or she has met the relevant standard of conduct set
forth in Code Section 14-2-851.

          (b) The determination shall be made:

               (1) If there are two or more disinterested directors, by the
          board of 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;

               (2) By special legal counsel:

                    (A) Selected in the manner prescribed in paragraph (1) of
               this subsection; or

                    (B) 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

               (3) By the shareholders, 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 shall be made in the same manner as
the determination that indemnification is permissible, 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 subparagraph
(b)(2)(B) of this Code section to select special legal counsel.

14-2-856.         Shareholder Approved Indemnification.

          (a) If authorized by the articles of incorporation or a bylaw,
contract, or resolution approved or ratified by the shareholders by a majority
of the votes entitled to be cast, a corporation may indemnify or obligate itself
to indemnify a director made a party to a proceeding including a proceeding
brought by or in the right of the corporation, without regard to the limitations
in other Code sections of this part, 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.

          (b) The corporation shall not indemnify a director under this Code
section for any liability incurred in a proceeding in which the director is
adjudged liable to the corporation or is subjected to injunctive relief in favor
of the corporation:

               (1) For any appropriation, in violation of the director's duties,
          of any business opportunity of the corporation;

               (2) For acts or omissions which involve intentional misconduct or
          a knowing violation of law;

                                       6
<PAGE>

               (3) For the types of liability set forth in Code Section
          14-2-832; or

               (4) For any transaction from which he or she received an improper
          personal benefit.

          (c) Where approved or authorized in the manner described in subsection
(a) of this Code section, a corporation may advance or reimburse expenses
incurred in advance of final disposition of the proceeding only if:

               (1) The director furnishes the corporation a written affirmation
          of his or her good faith belief that his or her conduct does not
          constitute behavior of the kind described in subsection ((b)) of this
          Code section; and

               (2) The director furnishes the corporation a written undertaking,
          executed personally or on his or her behalf, to repay any advances if
          it is ultimately determined that the director is not entitled to
          indemnification under this Code section.

14-2-857.         Indemnification of Officers, Employees, and Agents.

          (a) A corporation may indemnify and advance expenses under this part
to an officer of the corporation who is a party to a proceeding because he or
she is an officer of the corporation:

               (1) To the same extent as a director; and

               (2) If he or she 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 constitutes:

                    (A) Appropriation, in violation of his or her duties, of any
               business opportunity of the corporation;

                    (B) Acts or omissions which involve intentional misconduct
               or a knowing violation of law;

                    (C) The types of liability set forth in Code Section
               14-2-832; or

                    (D) Receipt of an improper personal benefit.

          (b) The provisions of paragraph (2) of subsection (a) of this Code
section shall 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.

          (c) An officer of a corporation who is not a director is entitled to
mandatory indemnification under Code Section 14-2-852, and may apply to a court
under Code Section 14-2-854 for indemnification or advances for expenses, in
each case to the same extent to which a director may be entitled to
indemnification or advances for expenses under those provisions.

          (d) A corporation may also indemnify and advance expenses to an
employee or agent who is not a director to the extent, consistent with public
policy, that may be provided by its articles of incorporation, bylaws, general
or specific action of its board of directors, or contract.

14-2-858.         Insurance.

         A corporation may purchase and maintain insurance on behalf of an
individual who is a director, officer, employee, or agent of the corporation or
who, while a director, officer, employee, or agent of the corporation, serves
                                       7
<PAGE>


at the corporation's request as a director, officer, partner, trustee, employee,
or agent of another domestic or foreign corporation, partnership, joint venture,
trust, employee benefit plan, or other entity against liability asserted against
or incurred by him or her in that capacity or arising from his or her status as
a director, officer, employee, or agent, whether or not the corporation would
have power to indemnify or advance expenses to him or her against the same
liability under this part.

14-2-859.         Application of Part.

          (a) A corporation 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 shareholders, 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 for authorization referred
to in subsection (c) of Code Section 14-2-853 or subsection (c) of Code
Section 14-2-855. Any such provision that obligates the corporation to provide
indemnification to the fullest extent permitted by law shall be deemed to
obligate the corporation to advance funds to pay for or reimburse expenses in
accordance with Code Section 14-2-853 to the fullest extent permitted by law,
unless the provision specifically provides otherwise.

          (b) Any provision pursuant to subsection (a) of this Code section
shall not obligate the corporation to indemnify or advance expenses to a
director of a predecessor of the corporation, pertaining to conduct with respect
to the predecessor, unless otherwise specifically provided. Any provision for
indemnification or advance for expenses in the articles of incorporation,
bylaws, or a resolution of the board of directors or shareholders, partners, or,
in the case of limited liability companies, members or managers of a predecessor
of the corporation or other entity in a merger or in a contract to which the
predecessor is a party, existing at the time the merger takes effect, shall be
governed by paragraph (3) of subsection (a) of Code Section 14-2-1106.

          (c) A corporation may, by a provision in its articles of
incorporation, limit any of the rights of indemnification or advance for
expenses created by or pursuant to this part.

          (d) This part does not limit a corporation's power to pay or reimburse
expenses incurred by a director or an officer in connection with his or her
appearance as a witness in a proceeding at a time when he or she is not a party.

          (e) Except as expressly provided in Code Section 14-2-857, this part
does not limit a corporation's power to indemnify, advance expenses to, or
provide or maintain insurance on behalf of an employee or agent.

Articles of Incorporation Authority

         Article 14 of the Company's Amended and Restated Articles of
Incorporation provides:

         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.

Bylaw Authority

         Article VII of the Company's Amended and Restated Bylaws provides:

                                       8
<PAGE>

SECTION 1.        Definitions.

          As used in this Article, the term:

          (A) "Corporation" includes any domestic or foreign predecessor entity
of this Corporation in a 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
Corporation or an individual who, while a director of the Corporation, is or was
serving at the Corporation'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. A "director" is
considered to be serving an employee benefit plan at the Corporation's request
if his duties to the Corporation also impose duties on, or otherwise involve
services by, him 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 proceeding; 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 judgment when voting on the
decision being made.

          (D) "Employee" means an individual who is or was an employee of the
Corporation or an individual who, while an employee of the Corporation, is or
was serving at the Corporation'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
Corporation's request if his duties to the Corporation also impose duties on, or
otherwise involve services by, him 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
Corporation which for purposes of this Article VII shall include an assistant
officer, or an individual who, while an Officer of the Corporation, is or was
serving at the Corporation'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 Corporation's request
if his duties to the Corporation also impose duties on, or otherwise involve
services by, him 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.

                                      9
<PAGE>


SECTION 2.        Basic Indemnification Arrangement.

          (A) Except as provided in subsections 2(D) and 2(E) 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 Corporation shall indemnify an individual who
is made a party to a proceeding because he is or was a director or Officer
against liability incurred by him in the proceeding if he conducted himself in
good faith and, in the case of conduct in his official capacity, he reasonably
believed such conduct was in the best interest of the Corporation, or in all
other cases, he reasonably believed such conduct was at least not opposed to the
best interests of the Corporation and, in the case of any criminal proceeding,
he had no reasonable cause to believe his conduct was unlawful.

          (B) A person's conduct with respect to an employee benefit plan for a
purpose he 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 Corporation shall not indemnify a person under this Article in
connection with (i) a proceeding by or in the right of the Corporation, 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,
whether or not involving action in his official capacity.

SECTION 3.        Advances for Expenses.

          (A) The Corporation 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 is a director or Officer in advance of final disposition
of the proceeding if: (i) such person furnishes the Corporation a written
affirmation of his good faith belief that he 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 Corporation's
Articles of Incorporation; and (ii) such person furnishes the Corporation a
written undertaking meeting the qualifications set forth below in subsection
3(B), executed personally or on his behalf, to repay any funds advanced if it
is ultimately determined that he is not entitled to any indemnification under
this Article or otherwise.

          (B) The undertaking required by subsection Section 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 which authorization directors who do not qualify as disinterested
directors may participate; or (ii) by the shareholders, 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 the proceeding may not be voted on the
authorization.

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

          (A) The Corporation shall not indemnify a director or Officer under
Section 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 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
                                       10
<PAGE>

director or Officer has been wholly successful, on the merits or otherwise, in
the defense of any proceeding to which he was a party because he is or was a
director or Officer, the Corporation shall indemnify such person against
reasonable expenses incurred by him 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 the
          Board of 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 shareholders; 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 SECTION 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 (ii) 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 Corporation 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 shareholders, 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 for authorization 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 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

                                       11

<PAGE>

     connection with the proceeding, unless the Articles of Incorporation of the
     Corporation or a Bylaw, contract or resolution approved or ratified by
     shareholders pursuant to Section 7 below provides otherwise.

     If the court determines that the director or Officer is entitled to
indemnification or advance for expenses, it may also order the Corporation 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 Corporation's Articles of Incorporation provide otherwise,
the Corporation shall indemnify and advance expenses under this Article to an
employee of the Corporation who is not a director or Officer to the same extent,
consistent with public policy, as to a director or Officer.

     (B) The Corporation may indemnify and advance expenses under this Article
to an Officer of the Corporation who is a party to a proceeding because he is an
Officer of the Corporation: (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 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 shareholders of the Corporation by a majority
of the votes entitled to be cast, the Corporation 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 Corporation, 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
Corporation 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
Corporation or is subjected to injunctive relief in favor of the Corporation:

          (i) for any appropriation, in violation of his duties, of any business
     opportunity of the Corporation;

          (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 received an improper personal
     benefit.

     (B) Where approved or authorized in the manner described in subsection 7(A)
above, the Corporation may advance or reimburse expenses incurred in advance of
final disposition of the proceeding only if:

          (i) the proposed indemnitee furnishes the Corporation a written
     affirmation of his good faith belief that his conduct does not constitute
     behavior of the kind described in subsection 7(A)(i)-(iv)
     above; and

          (ii) the proposed indemnitee furnishes the Corporation a written
     undertaking, executed personally, or on his behalf, to repay any advances
     if it is ultimately determined that he is not entitled to indemnification.

                                       12
<PAGE>

     SECTION 8. Liability Insurance.

     The Corporation may purchase and maintain insurance on behalf of an
individual who is a director, officer, employee, or agent of the Corporation or
who, while a director, officer, employee, or agent of the Corporation, is or was
serving at the request of the Corporation 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 Corporation 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 Corporation'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 Corporation indemnifies or advances expenses to a director in
connection with a proceeding by or in the right of the Corporation, the
Corporation shall report the indemnification or advance, in writing, to
shareholders with or before the notice of the next shareholders' meeting.

     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.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

     The following exhibits are filed as part of this Registration Statement:

             Exhibit Number   Description
             --------------   -----------

             4.1              Articles 5, 6, 7, 8, 11 and 13 of the Amended and
                              Restated Articles of Incorporation of the Company,
                              effective as of November 14, 1989, incorporated by
                              reference to Exhibit 3.1 to the Company's Annual
                              Report on Form 10-K for the year ended December
                              31, 1989.

             4.2              Articles I, IV, VII, VIII, X and XI of the Amended
                              and Restated Bylaws of the Company, effective as
                              of February 10, 1998, incorporated by reference to
                              Exhibit 3 to Registration Statement No. 333-46093.


                                       13
<PAGE>


             Exhibit Number   Description
             --------------   -----------
             4.3              Equitable Securities Corporation Profit Sharing
                              Plan, as amended.

             5.1              Opinion of Raymond D. Fortin, Esq., as to the
                              legality of the Common Stock being registered.

             23.1             Consent of Arthur Andersen LLP.

             23.2             Consent of Raymond D. Fortin, Esq. (contained in
                              his opinion filed as Exhibit 5.1).

             24.1             Power of Attorney (included on Signature Page).

ITEM 9. UNDERTAKINGS.

     (a) The undersigned registrant hereby undertakes:

          1. To file, during any period in which offers or sales are being made,
     a post-effective amendment to this registration statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act;

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of the registration statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement; and

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in the registration
          statement or any material change in such information in the
          registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.

         2. That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as

                                       14
<PAGE>


expressed in the Securities Act, and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.


                                       15
<PAGE>

                                   SIGNATURES

     THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
SunTrust Banks, Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Atlanta, State of Georgia, on the 23rd day of
November, 1999.

                                    SUNTRUST BANKS, INC.


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

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below, constitutes and appoints John W. Spiegel and Raymond D. Fortin, and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, to do any and all acts and things and execute,
in the name of the undersigned, any and all instruments which said
attorneys-in-fact and agents may deem necessary or advisable in order to enable
SunTrust Banks, Inc. to comply with the Securities Act of 1933 and any
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing with the Securities and Exchange Commission of the
registration statement on Form S-8 under the Securities Act of 1933, including
specifically but without limitation, power and authority to sign the name of the
undersigned to such registration statement, 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 to perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully and to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, and any of them, or their substitutes, may lawfully do or cause to be
done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of the 23rd day of November, 1999.


/s/  L. Phillip Humann
---------------------------------
L. Phillip Humann                     Chairman of the Board, President,
                                      Chief Executive Officer and Director
                                      (Principal Executive Officer)

/s/  John W. Spiegel
---------------------------------
John W. Spiegel                       Executive Vice President and
                                      Chief Financial Officer
                                      (Principal Financial Officer)

/s/  William P. O'Halloran
---------------------------------
William P. O'Halloran                 Senior Vice President and Chief Accounting
                                      Officer
                                      (Principal Accounting Officer)
/s/  Richard G. Tilghman
---------------------------------
Richard G. Tilghman                   Director and Vice Chairman

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

                                       16
<PAGE>


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

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

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

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

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

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

/s/  Frank E. McCarthy
---------------------------------
Frank E. McCarthy                    Director

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

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

/s/  Scott L. Probasco, Jr.
---------------------------------
Scott L. Probasco, Jr.               Director

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

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

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

                                       17
<PAGE>




                                INDEX TO EXHIBITS
                                -----------------

Exhibit Number     Description
----------------   -------------------------------------------------------------

4.1                Articles 5, 6, 7, 8, 11 and 13 of the Amended and Restated
                   Articles of Incorporation of the Company, effective as of
                   November 14, 1989, incorporated by reference to Exhibit 3.1
                   to the Company's Annual Report on Form 10-K for the year
                   ended December 31, 1989.

4.2                Articles I, IV, VII, VIII, X and XI of the Amended and
                   Restated Bylaws of the Company, effective as of February 10,
                   1998, incorporated by reference to Exhibit 3 to Registration
                   Statement No. 333-46093.

4.3                Equitable Securities Corporation Profit Sharing Plan, as
                   amended.

5.1                Opinion of Raymond D. Fortin, Esq., as to the legality of the
                   Common Stock being registered.

23.1               Consent of Arthur Andersen LLP.

23.2               Consent of Raymond D. Fortin, Esq. (contained in his opinion
                   filed as Exhibit 5.1).

24.1               Power of Attorney (included on Signature Page).

                                       18
[{"type": "S-8", "sequence": "1", "description": "EQUITABLE SECURITIES CORP PROFIT PLAN", "secsgml_size_bytes": 57749}]
{"company-data": {"conformed-name": "SUNTRUST BANKS INC", "cik": "0000750556", "assigned-sic": "6021", "irs-number": "581575035", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-91521", "film-number": "99763153"}, "business-address": {"street1": "303 PEACHTREE ST N E", "city": "ATLANTA", "state": "GA", "zip": "30308", "phone": "4045887711"}, "mail-address": {"street1": "303 PEACHTREE ST N E", "city": "ATLANTA", "state": "GA", "zip": "30308"}}
REGISTRATION NO. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  ------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                  ------------
                              SUNTRUST BANKS, INC.
             (Exact name of registrant as specified in its charter)

       GEORGIA                                                 58-1575035
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                           Identification No.)

                           303 Peachtree Street, N.E.
                             Atlanta, Georgia 30308
                    (Address of Principal Executive Offices)

              EQUITABLE SECURITIES CORPORATION PROFIT SHARING PLAN

                            (Full Title of the Plan)
                                  ------------
                                Raymond D. Fortin
                              Senior Vice President
                              SunTrust Banks, Inc.
                           303 Peachtree Street, N.E.
                             Atlanta, Georgia 30308
                     (Name and address of Agent for Service)

                                  404-588-7165
          (Telephone number, including area code, of agent for service)
                                  ------------

                         CALCULATION OF REGISTRATION FEE
---------------------------- ------------------------- ------------------------- ------------------------- -------------------------
                                      Amount               Proposed Maximum          Proposed Maximum
  Title of Securities to              to be                Offering Price              Aggregate                 Amount of
       be Registered                Registered               Per Share(1)           Offering Price(1)        Registration Fee(1)
---------------------------- ------------------------- ------------------------- ------------------------- -------------------------
Common Stock, $1.00
par value per share.....             400,000                   $72.41                  $28,964,000              $8,052
---------------------------- ------------------------- ------------------------- ------------------------- ------------------------
(1)   Determined pursuant to Rule 457(c) and (h)(l) based on $72.41, the
      average of the high and low prices of the registrant's common stock on
      November 19, 1999, as reported on the New York Stock Exchange.

===============================================================================
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
PART I
                                     ------

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
              ----------------------------------------------------

         This Registration Statement covers 400,000 shares of common stock, par
value $1.00 per share (the "Common Stock") of SunTrust Banks, Inc. (the
"Company"), issuable pursuant to the Equitable Securities Corporation Profit
Sharing Plan (the "Profit Sharing Plan").

         The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participating employees and directors as specified
by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities
Act"). These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.

                                     PART II
                                     -------

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
               --------------------------------------------------

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference:

         (a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1998, pursuant to Section 13 of the Securities Exchange Act of 1934
(the "Exchange Act").

         (b) The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 1999, June 30, 1999 and September 30, 1999.

         (c) The Company's Current Reports on Form 8-K dated January 12, 1999,
January 15, 1999, and October 18, 1999.

         (d) The description of the Company's Common Stock contained on pages 2
to 9 in Amendment No. 1, dated August 4, 1987, to its Registration of Common
Stock on Form 8-B, dated June 10, 1985, filed under Section 12(b) of the
Exchange Act, including any amendments or reports filed for the purpose of
updating such description.

         All documents subsequently filed by the Company or the Profit Sharing
Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after
the effective date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
the filing of such documents. Any statement contained in a document incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.
                                       2
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The legality of the securities offered hereby has been passed upon by
Raymond D. Fortin, Esq., Senior Vice President of the Company, who beneficially
owns 23,000 shares of Common Stock and has options to purchase 4,800 shares of
Common Stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Part 5 of Article 8 of the Georgia Business Corporation Code states:

14-2-850.         Part Definitions.

         As used in this part, the term:

               (1) "Corporation" includes any domestic or foreign predecessor
         entity of a corporation in a merger or other transaction in which the
         predecessor's existence ceased upon consummation of the transaction.

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

               (3) "Disinterested director" means a director who at the time of
         a vote referred to in subsection (c) of Code Section 14-2-853 or a
         vote or selection referred to in subsection (b) or (c) of Code
         Section 14-2-855 or subsection (a) of Code Section 14-2-856 is not:

                    (A) A party to the proceeding; or

                    (B) 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
               judgment when voting on the decision being made.

               (4)  "Expenses" include counsel fees.

               (5) "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.

               (6) "Official capacity" means:

                    (A) When used with respect to a director, the office of
               director in a corporation; and

                    (B) When used with respect to an officer, as contemplated in
               Code Section 14-2-857, the office in a corporation held by the
               officer.
                                       3
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.

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

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

14-2-851.         Authority to Indemnify.

          (a) Except as otherwise provided in this Code section, a corporation
may indemnify an individual who is a party to a proceeding because he or she is
or was a director against liability incurred in the proceeding if:

                    (1) Such individual conducted himself or herself in good
               faith; and

                    (2) Such individual reasonably believed:

                         (A) In the case of conduct in his or her official
                    capacity, that such conduct was in the best interests of the
                    corporation;

                         (B) In all other cases, that such conduct was at least
                    not opposed to the best interests of the corporation; and

                         (C) In the case of any criminal proceeding, that the
                    individual had no reasonable cause to believe such conduct
                    was unlawful.

          (b) A director's conduct with respect to an employee benefit plan for
a purpose he or she believed in good faith to be in the interests of the
participants in and beneficiaries of the plan is conduct that satisfies the
requirement of subparagraph (a)(2)(B) of this Code section.

          (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 director did not meet the standard of conduct set
forth in this Code section.

          (d) A corporation may not indemnify a director under this Code
section:

               (1) In connection with a proceeding by or in the right of the
          corporation, except for reasonable expenses incurred in connection
          with the proceeding if it is determined that the director has met the
          relevant standard of conduct under this Code section; or

               (2) In connection with any proceeding with respect to conduct for
          which he or she was adjudged liable on the basis that personal benefit
          was improperly received by him or her, whether or not involving action
          in his or her official capacity.

14-2-852.         Mandatory Indemnification.

         A corporation shall indemnify a director who was 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 was a director of the corporation against reasonable
expenses incurred by the director in connection with the proceeding.

                                       4
14-2-853.         Advance for Expenses.

          (a) A corporation may, before final disposition of a proceeding,
advance funds to pay for or reimburse the reasonable expenses incurred by a
director who is a party to a proceeding because he or she is a director if he or
she delivers to the corporation:

               (1) A written affirmation of his or her good faith belief that he
          or she has met the relevant standard of conduct described in Code
          Section 14-2-851 or that the proceeding involves conduct for which
          liability has been eliminated under a provision of the articles of
          incorporation as authorized by paragraph (4) of subsection (b) of Code
          Section 14-2-202; and

               (2) His or her written undertaking to repay any funds advanced if
          it is ultimately determined that the director is not entitled to
          indemnification under this part.

          (b) The undertaking required by paragraph (2) of subsection (a) of
this Code section must be an unlimited general obligation of the director but
need not be secured and may be accepted without reference to the financial
ability of the director to make repayment.

          (c) Authorizations under this Code section shall be made:

               (1) By the board of directors:

                    (A) When 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; or

                    (B) When there are fewer than two disinterested directors,
               by the vote necessary for action by the board in accordance with
               subsection (c) of Code Section 14-2-824, in which authorization
               directors who do not qualify as disinterested directors may
               participate; or

               (2) By the shareholders, 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 the proceeding may not be voted
          on the authorization.

14-2-854.         Court-Ordered Indemnification and Advances for Expenses.

          (a) A director who is a party to a proceeding because he or she is a
director may apply for indemnification or advance 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:

               (1) Order indemnification or advance for expenses if it
          determines that the director is entitled to indemnification under this
          part; or

               (2) Order indemnification or advance for expenses if it
          determines, in view of all the relevant circumstances, that it is fair
          and reasonable to indemnify the director or to advance expenses to the
          director, even if the director has not met the relevant standard of
          conduct set forth in subsections (a) and (b) of Code Section
          14-2-851, failed to comply with Code Section 14-2-853, or was adjudged
          liable in a proceeding referred to in paragraph (1) or (2) of
          subsection (d) of Code Section 14-2-851, but if the director was
          adjudged so liable, the indemnification shall be limited to reasonable
          expenses incurred in connection with the proceeding.

                                       5
(b) If the court determines that the director is entitled to
indemnification or advance for expenses under this part, it may also order the
corporation to pay the director's reasonable expenses to obtain court-ordered
indemnification or advance for expenses.

14-2-855.         Determination and Authorization of Indemnification.

          (a) A corporation may not indemnify a director under Code Section
14-2-851 unless authorized thereunder and a determination has been made for a
specific proceeding that indemnification of the director is permissible in the
circumstances because he or she has met the relevant standard of conduct set
forth in Code Section 14-2-851.

          (b) The determination shall be made:

               (1) If there are two or more disinterested directors, by the
          board of 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;

               (2) By special legal counsel:

                    (A) Selected in the manner prescribed in paragraph (1) of
               this subsection; or

                    (B) 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

               (3) By the shareholders, 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 shall be made in the same manner as
the determination that indemnification is permissible, 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 subparagraph
(b)(2)(B) of this Code section to select special legal counsel.

14-2-856.         Shareholder Approved Indemnification.

          (a) If authorized by the articles of incorporation or a bylaw,
contract, or resolution approved or ratified by the shareholders by a majority
of the votes entitled to be cast, a corporation may indemnify or obligate itself
to indemnify a director made a party to a proceeding including a proceeding
brought by or in the right of the corporation, without regard to the limitations
in other Code sections of this part, 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.

          (b) The corporation shall not indemnify a director under this Code
section for any liability incurred in a proceeding in which the director is
adjudged liable to the corporation or is subjected to injunctive relief in favor
of the corporation:

               (1) For any appropriation, in violation of the director's duties,
          of any business opportunity of the corporation;

               (2) For acts or omissions which involve intentional misconduct or
          a knowing violation of law;

                                       6
(3) For the types of liability set forth in Code Section
          14-2-832; or

               (4) For any transaction from which he or she received an improper
          personal benefit.

          (c) Where approved or authorized in the manner described in subsection
(a) of this Code section, a corporation may advance or reimburse expenses
incurred in advance of final disposition of the proceeding only if:

               (1) The director furnishes the corporation a written affirmation
          of his or her good faith belief that his or her conduct does not
          constitute behavior of the kind described in subsection ((b)) of this
          Code section; and

               (2) The director furnishes the corporation a written undertaking,
          executed personally or on his or her behalf, to repay any advances if
          it is ultimately determined that the director is not entitled to
          indemnification under this Code section.

14-2-857.         Indemnification of Officers, Employees, and Agents.

          (a) A corporation may indemnify and advance expenses under this part
to an officer of the corporation who is a party to a proceeding because he or
she is an officer of the corporation:

               (1) To the same extent as a director; and

               (2) If he or she 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 constitutes:

                    (A) Appropriation, in violation of his or her duties, of any
               business opportunity of the corporation;

                    (B) Acts or omissions which involve intentional misconduct
               or a knowing violation of law;

                    (C) The types of liability set forth in Code Section
               14-2-832; or

                    (D) Receipt of an improper personal benefit.

          (b) The provisions of paragraph (2) of subsection (a) of this Code
section shall 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.

          (c) An officer of a corporation who is not a director is entitled to
mandatory indemnification under Code Section 14-2-852, and may apply to a court
under Code Section 14-2-854 for indemnification or advances for expenses, in
each case to the same extent to which a director may be entitled to
indemnification or advances for expenses under those provisions.

          (d) A corporation may also indemnify and advance expenses to an
employee or agent who is not a director to the extent, consistent with public
policy, that may be provided by its articles of incorporation, bylaws, general
or specific action of its board of directors, or contract.

14-2-858.         Insurance.

         A corporation may purchase and maintain insurance on behalf of an
individual who is a director, officer, employee, or agent of the corporation or
who, while a director, officer, employee, or agent of the corporation, serves
                                       7
at the corporation's request as a director, officer, partner, trustee, employee,
or agent of another domestic or foreign corporation, partnership, joint venture,
trust, employee benefit plan, or other entity against liability asserted against
or incurred by him or her in that capacity or arising from his or her status as
a director, officer, employee, or agent, whether or not the corporation would
have power to indemnify or advance expenses to him or her against the same
liability under this part.

14-2-859.         Application of Part.

          (a) A corporation 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 shareholders, 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 for authorization referred
to in subsection (c) of Code Section 14-2-853 or subsection (c) of Code
Section 14-2-855. Any such provision that obligates the corporation to provide
indemnification to the fullest extent permitted by law shall be deemed to
obligate the corporation to advance funds to pay for or reimburse expenses in
accordance with Code Section 14-2-853 to the fullest extent permitted by law,
unless the provision specifically provides otherwise.

          (b) Any provision pursuant to subsection (a) of this Code section
shall not obligate the corporation to indemnify or advance expenses to a
director of a predecessor of the corporation, pertaining to conduct with respect
to the predecessor, unless otherwise specifically provided. Any provision for
indemnification or advance for expenses in the articles of incorporation,
bylaws, or a resolution of the board of directors or shareholders, partners, or,
in the case of limited liability companies, members or managers of a predecessor
of the corporation or other entity in a merger or in a contract to which the
predecessor is a party, existing at the time the merger takes effect, shall be
governed by paragraph (3) of subsection (a) of Code Section 14-2-1106.

          (c) A corporation may, by a provision in its articles of
incorporation, limit any of the rights of indemnification or advance for
expenses created by or pursuant to this part.

          (d) This part does not limit a corporation's power to pay or reimburse
expenses incurred by a director or an officer in connection with his or her
appearance as a witness in a proceeding at a time when he or she is not a party.

          (e) Except as expressly provided in Code Section 14-2-857, this part
does not limit a corporation's power to indemnify, advance expenses to, or
provide or maintain insurance on behalf of an employee or agent.

Articles of Incorporation Authority

         Article 14 of the Company's Amended and Restated Articles of
Incorporation provides:

         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.

Bylaw Authority

         Article VII of the Company's Amended and Restated Bylaws provides:

                                       8
SECTION 1.        Definitions.

          As used in this Article, the term:

          (A) "Corporation" includes any domestic or foreign predecessor entity
of this Corporation in a 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
Corporation or an individual who, while a director of the Corporation, is or was
serving at the Corporation'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. A "director" is
considered to be serving an employee benefit plan at the Corporation's request
if his duties to the Corporation also impose duties on, or otherwise involve
services by, him 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 proceeding; 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 judgment when voting on the
decision being made.

          (D) "Employee" means an individual who is or was an employee of the
Corporation or an individual who, while an employee of the Corporation, is or
was serving at the Corporation'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
Corporation's request if his duties to the Corporation also impose duties on, or
otherwise involve services by, him 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
Corporation which for purposes of this Article VII shall include an assistant
officer, or an individual who, while an Officer of the Corporation, is or was
serving at the Corporation'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 Corporation's request
if his duties to the Corporation also impose duties on, or otherwise involve
services by, him 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.

                                      9
SECTION 2.        Basic Indemnification Arrangement.

          (A) Except as provided in subsections 2(D) and 2(E) 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 Corporation shall indemnify an individual who
is made a party to a proceeding because he is or was a director or Officer
against liability incurred by him in the proceeding if he conducted himself in
good faith and, in the case of conduct in his official capacity, he reasonably
believed such conduct was in the best interest of the Corporation, or in all
other cases, he reasonably believed such conduct was at least not opposed to the
best interests of the Corporation and, in the case of any criminal proceeding,
he had no reasonable cause to believe his conduct was unlawful.

          (B) A person's conduct with respect to an employee benefit plan for a
purpose he 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 Corporation shall not indemnify a person under this Article in
connection with (i) a proceeding by or in the right of the Corporation, 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,
whether or not involving action in his official capacity.

SECTION 3.        Advances for Expenses.

          (A) The Corporation 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 is a director or Officer in advance of final disposition
of the proceeding if: (i) such person furnishes the Corporation a written
affirmation of his good faith belief that he 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 Corporation's
Articles of Incorporation; and (ii) such person furnishes the Corporation a
written undertaking meeting the qualifications set forth below in subsection
3(B), executed personally or on his behalf, to repay any funds advanced if it
is ultimately determined that he is not entitled to any indemnification under
this Article or otherwise.

          (B) The undertaking required by subsection Section 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 which authorization directors who do not qualify as disinterested
directors may participate; or (ii) by the shareholders, 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 the proceeding may not be voted on the
authorization.

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

          (A) The Corporation shall not indemnify a director or Officer under
Section 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 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
                                       10
director or Officer has been wholly successful, on the merits or otherwise, in
the defense of any proceeding to which he was a party because he is or was a
director or Officer, the Corporation shall indemnify such person against
reasonable expenses incurred by him 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 the
          Board of 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 shareholders; 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 SECTION 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 (ii) 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 Corporation 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 shareholders, 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 for authorization 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 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

                                       11
connection with the proceeding, unless the Articles of Incorporation of the
     Corporation or a Bylaw, contract or resolution approved or ratified by
     shareholders pursuant to Section 7 below provides otherwise.

     If the court determines that the director or Officer is entitled to
indemnification or advance for expenses, it may also order the Corporation 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 Corporation's Articles of Incorporation provide otherwise,
the Corporation shall indemnify and advance expenses under this Article to an
employee of the Corporation who is not a director or Officer to the same extent,
consistent with public policy, as to a director or Officer.

     (B) The Corporation may indemnify and advance expenses under this Article
to an Officer of the Corporation who is a party to a proceeding because he is an
Officer of the Corporation: (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 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 shareholders of the Corporation by a majority
of the votes entitled to be cast, the Corporation 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 Corporation, 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
Corporation 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
Corporation or is subjected to injunctive relief in favor of the Corporation:

          (i) for any appropriation, in violation of his duties, of any business
     opportunity of the Corporation;

          (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 received an improper personal
     benefit.

     (B) Where approved or authorized in the manner described in subsection 7(A)
above, the Corporation may advance or reimburse expenses incurred in advance of
final disposition of the proceeding only if:

          (i) the proposed indemnitee furnishes the Corporation a written
     affirmation of his good faith belief that his conduct does not constitute
     behavior of the kind described in subsection 7(A)(i)-(iv)
     above; and

          (ii) the proposed indemnitee furnishes the Corporation a written
     undertaking, executed personally, or on his behalf, to repay any advances
     if it is ultimately determined that he is not entitled to indemnification.

                                       12
SECTION 8. Liability Insurance.

     The Corporation may purchase and maintain insurance on behalf of an
individual who is a director, officer, employee, or agent of the Corporation or
who, while a director, officer, employee, or agent of the Corporation, is or was
serving at the request of the Corporation 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 Corporation 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 Corporation'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 Corporation indemnifies or advances expenses to a director in
connection with a proceeding by or in the right of the Corporation, the
Corporation shall report the indemnification or advance, in writing, to
shareholders with or before the notice of the next shareholders' meeting.

     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.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

     The following exhibits are filed as part of this Registration Statement:

             Exhibit Number   Description
             --------------   -----------

             4.1              Articles 5, 6, 7, 8, 11 and 13 of the Amended and
                              Restated Articles of Incorporation of the Company,
                              effective as of November 14, 1989, incorporated by
                              reference to Exhibit 3.1 to the Company's Annual
                              Report on Form 10-K for the year ended December
                              31, 1989.

             4.2              Articles I, IV, VII, VIII, X and XI of the Amended
                              and Restated Bylaws of the Company, effective as
                              of February 10, 1998, incorporated by reference to
                              Exhibit 3 to Registration Statement No. 333-46093.

                                       13
Exhibit Number   Description
             --------------   -----------
             4.3              Equitable Securities Corporation Profit Sharing
                              Plan, as amended.

             5.1              Opinion of Raymond D. Fortin, Esq., as to the
                              legality of the Common Stock being registered.

             23.1             Consent of Arthur Andersen LLP.

             23.2             Consent of Raymond D. Fortin, Esq. (contained in
                              his opinion filed as Exhibit 5.1).

             24.1             Power of Attorney (included on Signature Page).

ITEM 9. UNDERTAKINGS.

     (a) The undersigned registrant hereby undertakes:

          1. To file, during any period in which offers or sales are being made,
     a post-effective amendment to this registration statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act;

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of the registration statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement; and

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in the registration
          statement or any material change in such information in the
          registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.

         2. That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as

                                       14
expressed in the Securities Act, and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                       15
SIGNATURES

     THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
SunTrust Banks, Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Atlanta, State of Georgia, on the 23rd day of
November, 1999.

                                    SUNTRUST BANKS, INC.

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

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below, constitutes and appoints John W. Spiegel and Raymond D. Fortin, and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, to do any and all acts and things and execute,
in the name of the undersigned, any and all instruments which said
attorneys-in-fact and agents may deem necessary or advisable in order to enable
SunTrust Banks, Inc. to comply with the Securities Act of 1933 and any
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing with the Securities and Exchange Commission of the
registration statement on Form S-8 under the Securities Act of 1933, including
specifically but without limitation, power and authority to sign the name of the
undersigned to such registration statement, 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 to perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully and to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, and any of them, or their substitutes, may lawfully do or cause to be
done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of the 23rd day of November, 1999.

/s/  L. Phillip Humann
---------------------------------
L. Phillip Humann                     Chairman of the Board, President,
                                      Chief Executive Officer and Director
                                      (Principal Executive Officer)

/s/  John W. Spiegel
---------------------------------
John W. Spiegel                       Executive Vice President and
                                      Chief Financial Officer
                                      (Principal Financial Officer)

/s/  William P. O'Halloran
---------------------------------
William P. O'Halloran                 Senior Vice President and Chief Accounting
                                      Officer
                                      (Principal Accounting Officer)
/s/  Richard G. Tilghman
---------------------------------
Richard G. Tilghman                   Director and Vice Chairman

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

                                       16
/s/  Alston D. Correll
---------------------------------
Alston D. Correll                    Director

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

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

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

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

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

/s/  Frank E. McCarthy
---------------------------------
Frank E. McCarthy                    Director

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

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

/s/  Scott L. Probasco, Jr.
---------------------------------
Scott L. Probasco, Jr.               Director

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

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

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

                                       17
INDEX TO EXHIBITS
                                -----------------

Exhibit Number     Description
----------------   -------------------------------------------------------------

4.1                Articles 5, 6, 7, 8, 11 and 13 of the Amended and Restated
                   Articles of Incorporation of the Company, effective as of
                   November 14, 1989, incorporated by reference to Exhibit 3.1
                   to the Company's Annual Report on Form 10-K for the year
                   ended December 31, 1989.

4.2                Articles I, IV, VII, VIII, X and XI of the Amended and
                   Restated Bylaws of the Company, effective as of February 10,
                   1998, incorporated by reference to Exhibit 3 to Registration
                   Statement No. 333-46093.

4.3                Equitable Securities Corporation Profit Sharing Plan, as
                   amended.

5.1                Opinion of Raymond D. Fortin, Esq., as to the legality of the
                   Common Stock being registered.

23.1               Consent of Arthur Andersen LLP.

23.2               Consent of Raymond D. Fortin, Esq. (contained in his opinion
                   filed as Exhibit 5.1).

24.1               Power of Attorney (included on Signature Page).

                                       18