UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information and explanatory notes present how the combined financial statements of SunTrust and NCF may have appeared had the businesses actually been combined as of March 31, 2004 (with respect to the balance sheet information using currently available fair value information) or as of January 1, 2003 (with respect to income statement information). The unaudited pro forma condensed combined financial information shows the impact of the Merger on the companies' respective historical financial positions and results of operations under the purchase method of accounting with the Registrant treated as the acquirer. Under this method of accounting, the assets and liabilities of NCF will be recorded by the Registrant at their estimated fair values as of the date the Merger is completed. The unaudited pro forma condensed combined financial information combines the historical financial information of SunTrust and NCF as of and for the three months ended March 31, 2004 and for the year ended December 31, 2003. The unaudited pro forma condensed combined balance sheet as of March 31, 2004 assumes the merger was completed on that date. The unaudited pro forma condensed combined statements of income give effect to the Merger as if the Merger had been completed on January 1, 2003.

The Merger Agreement was announced on May 9, 2004 and provides for SunTrust to issue approximately 75.4 million shares of common stock and $1.8 billion in cash consideration to NCF common shareholders. The unaudited pro forma condensed combined financial information has been derived from and should be read together with the historical consolidated financial statements and the related notes of SunTrust, which are incorporated in this Current Report by reference.

The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and does not indicate the financial results of the combined companies had the companies actually been combined and had the impact of possible revenue enhancements, expense efficiencies, asset dispositions and share repurchases, among other factors, been considered. In addition, as explained in more detail in the accompanying notes to the unaudited pro forma condensed combined financial information, the allocation of the purchase price reflected in the pro forma condensed combined financial information is subject to adjustment and may vary from the actual purchase price allocation that will be recorded upon completion of the Merger.

SunTrust/NCF
Pro Forma Condensed Combined Balance Sheet
(Unaudited)

The following preliminary unaudited pro forma condensed combined balance sheet combines the historical balance sheets of SunTrust and NCF assuming the Merger had been completed on March 31, 2004 on a purchase accounting basis.

				March 31, 2004
(In thousands)				SunTrust				NCF				Pro Forma Adjustments(1)								SunTrust NCF Combined
Assets
Cash and due from banks				$	3,364,176			$	458,494			$	(190,250	)		(A)				$	3,632,420
Interest-bearing deposits in other banks					16,398				4,552												20,950
Funds sold and securities purchased under agreements to resell					1,314,231				164,818												1,479,049
Trading assets					2,139,399				257,338												2,396,737
Securities available for sale					26,122,547				4,858,421				1,310,702			(B)					32,291,670
Securities held to maturity					—				1,358,756				(1,358,756	)		(B)					—
Loans held for sale					5,852,118				277,778												6,129,896
Loans					79,212,829				13,418,567				105,232			(C)					92,736,628
Allowance for loan losses					(942,523	)			(173,384	)											(1,115,907	)
Net loans					78,270,306				13,245,183				105,232								91,620,721
Premises and equipment					1,621,241				261,699				(30,600	)		(D)					1,852,340
Goodwill					1,079,640				1,090,117				(1,090,117	)		(E)					6,370,642
													5,210,400			(E)
													80,602			(A)
Other intangible assets					628,223				158,800				(158,800	)		(F)					1,172,923
													445,400			(F)
													99,300			(A)
Other assets					4,836,222				902,566				(57,300	)		(G)					5,692,409
													10,921			(A)
Total assets				$	125,244,501			$	23,038,522			$	4,376,734							$	152,659,757
Liabilities and Shareholders' Equity
Noninterest-bearing consumer and commercial deposits				$	20,136,810			$	2,705,354			$	—							$	22,842,164
Interest-bearing consumer and commercial deposits					52,312,167				10,763,941				38,202			(H)					63,114,310
Total consumer and commercial deposits					72,448,977				13,469,295				38,202								85,956,474
Brokered and foreign deposits					8,420,617				2,321,673				800,000			(I)					11,542,290
Total deposits					80,869,594				15,790,968				838,202								97,498,764
Other short-term borrowings					11,346,029				1,671,568												13,017,597
Long-term debt					16,809,810				2,155,866				76,943			(J)					20,042,619
													1,000,000			(K)
Other liabilities					6,128,616				621,181				89,380			(L)					6,953,573
													113,823			(L)
													573			(A)
Total liabilities					115,154,049				20,239,583				2,118,921								137,512,553
Preferred stock					—				—												—
Common stock					294,163				407,822				(407,822	)		(M)					369,524
													75,361			(M)
Additional paid in capital					1,293,732				1,700,765				(1,700,765	)		(M)					6,275,123
													4,981,391			(M)
Retained earnings					7,366,636				676,622				(676,622	)		(M)					7,366,636
Treasury stock, at cost, and other					(645,739	)			—				—								(645,739	)
Accumulated other comprehensive income					1,781,660				13,730				(13,730	)		(M)					1,781,660
Total shareholders' equity					10,090,452				2,798,939				2,257,813								15,147,204
Total liabilities and shareholders' equity				$	125,244,501			$	23,038,522			$	4,376,734							$	152,659,757

(1)	See notes to Unaudited Pro Forma Condensed Combined Financial Information.

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SunTrust/NCF
Pro Forma Condensed Combined Income Statement
(Unaudited)

The following preliminary unaudited pro forma condensed combined income statement combines the historical income statements of SunTrust and NCF assuming the Merger had been completed on January 1, 2003 on a purchase accounting basis.

				Three months ended March 31, 2004
(In thousands except per share data)				SunTrust				NCF				Pro Forma Adjustments(1)								SunTrust NCF Combined
Interest Income
Interest and fees on loans and loans held for sale				$	948,129			$	182,982			$	(6,106	)		(C)				$	1,125,005
Interest and dividends on investment securities					217,051				74,838				1,790			(B)					293,679
Other interest income					8,684				2,707												11,391
Total interest income					1,173,864				260,527				(4,316	)							1,430,075
Interest Expense
Interest on deposits					160,662				47,759				(2,731	)		(H)					212,490
													6,800			(I)
Interest on other short-term borrowings					30,799				4,565												35,364
Interest on long-term debt					130,755				17,132				(3,012	)		(J)					155,875
													11,000			(K)
Total interest expense					322,216				69,456				12,057								403,729
Net Interest Income					851,648				191,071				(16,373	)							1,026,346
Provision for loan losses					59,388				12,088												71,476
Net interest income after provision for loan losses					792,260				178,983				(16,373	)							954,870
Noninterest Income
Fees and other charges					92,747				8,437												101,184
Service charges on deposit accounts					163,218				41,026												204,244
Trust and investment management income					136,218				16,498												152,716
Other noninterest income					197,976				43,059												241,035
Securities gains					4,927				10,918												15,845
Total noninterest income					595,086				119,938				—								715,024
Noninterest Expense
Employee compensation and benefits					506,796				79,121												585,917
Net occupancy expense					61,859				13,407												75,266
Equipment expense					45,085				7,233												52,318
Amortization of intangibles					15,640				13,639				(13,639	)		(N)					34,441
													17,028			(F)
													1,773			(A)
Other noninterest expense					260,368				50,326												310,694
Total noninterest expense					889,748				163,726				5,162								1,058,636
Income from continuing operations before provision for income taxes					497,598				135,195				(21,535	)							611,258
Provision for income taxes					139,121				44,951				(8,183	)		(O)					175,889
Income from Continuing Operations				$	358,477			$	90,244			$	(13,352	)						$	435,369
Per Common Share Information
Diluted earnings per share – continuing operations				$	1.26			$	0.44											$	1.21
Basic earnings per share – continuing operations					1.28				0.44												1.22
Cash dividends paid					0.50				0.20												0.50
Average common shares – diluted (in thousands)					283,523				207,083				(130,193	)		(P)					360,413
Average common shares – basic (in thousands)					279,523				204,979				(128,870	)		(P)					355,632

(1)	See notes to Unaudited Pro Forma Condensed Combined Financial Information.

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SunTrust/NCF
Pro Forma Condensed Combined Income Statement
(Unaudited)

The following preliminary unaudited pro forma condensed combined income statement combines the historical income statements of SunTrust and NCF assuming the companies had been combined on January 1, 2003 on a purchase accounting basis.

				Twelve months ended December 31, 2003
(In thousands except per share data)				SunTrust				NCF				Pro Forma Adjustments(1)								SunTrust NCF Combined
Interest Income
Interest and fees on loans and loans held for sale				$	4,041,952			$	760,855			$	(48,752	)		(C)				$	4,754,055
Interest and dividends on investment securities					694,142				288,471				6,661			(B)					989,274
Other interest income					32,748				4,810												37,558
Total interest income					4,768,842				1,054,136				(42,091	)							5,780,887
Interest Expense
Interest on deposits					771,631				210,687				(16,273	)		(H)					993,245
													27,200			(I)
Interest on other short-term borrowings					139,685				18,217												157,902
Interest on long-term debt					537,223				85,722				(12,598	)		(J)					654,347
													44,000			(K)
Total interest expense					1,448,539				314,626				42,329								1,805,494
Net Interest Income					3,320,303				739,510				(84,420	)							3,975,373
Provision for loan losses					313,550				48,414												361,964
Net interest income after provision for loan losses					3,006,753				691,096				(84,420	)							3,613,429
Noninterest Income
Fees and other charges					800,129				36,930												837,059
Service charges on deposit accounts					643,103				168,256												811,359
Trust and investment management income					502,409				56,800												559,209
Other noninterest income					233,484				188,986												422,470
Securities gains					123,876				3,750												127,626
Total noninterest income					2,303,001				454,722				—								2,757,723
Noninterest Expense
Employee compensation and benefits					1,944,563				310,066												2,254,629
Net occupancy expense					237,266				54,338												291,604
Equipment expense					178,443				30,305												208,748
Amortization of intangibles					64,515				61,356				(61,356	)		(N)					146,453
													74,845			(F)
													7,093			(A)
Other noninterest expense					975,829				268,374												1,244,203
Total noninterest expense					3,400,616				724,439				20,582								4,145,637
Income from continuing operations before provision for income taxes					1,909,138				421,379				(105,002	)							2,225,515
Provision for income taxes					576,841				134,614				(39,901	)		(O)					671,554
Income from Continuing Operations				$	1,332,297			$	286,765			$	(65,101	)						$	1,553,961
Per Common Share Information
Diluted earnings per share – continuing operations				$	4.73			$	1.39											$	4.34
Basic earnings per share – continuing operations					4.79				1.40												4.39
Cash dividends paid					1.80				0.74												1.80
Average common shares – diluted (in thousands)					281,434				206,368				(129,744	)		(P)					358,058
Average common shares – basic (in thousands)					278,295				204,864				(128,798	)		(P)					354,361

	(1) See notes to Unaudited Pro Forma Condensed Combined Financial Information.

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Note 1 — Basis of Pro Forma Presentation

The unaudited pro forma condensed combined financial information related to the merger is included for the year ended December 31, 2003 and as of and for the three months ended March 31, 2004. The pro forma adjustments included herein reflect the issuance of approximately 75.4 million shares of SunTrust common stock and $1.8 billion in cash consideration to NCF common shareholders. The estimated purchase price of $6.9 billion, which includes the value of outstanding stock options, is based on a per share price for SunTrust common stock of $65.24, which was the average of the closing prices of SunTrust common stock for the period commencing two trading days before, and ending two trading days after, May 9, 2004, the date of the Merger announcement. The actual number of shares of SunTrust common stock issued may differ depending on the average of the closing stock prices for SunTrust common stock during the five trading days immediately before the merger and the number of NCF stock options exercised prior to completion of the Merger. The total purchase price may differ depending on the closing price of SunTrust common stock on the day before the completion of the Merger.

The Merger will be accounted for using the purchase method of accounting; accordingly, SunTrust's cost to acquire NCF will be allocated to the assets (including identifiable intangible assets) and liabilities (including executory contracts and other commitments) of NCF at their respective fair values on the date the Merger is completed.

The unaudited pro forma condensed combined financial information includes estimated adjustments to record the assets and liabilities of NCF at their respective fair values and represents SunTrust's estimates based on available information. The pro forma adjustments included herein may be revised as additional information becomes available and as additional analyses are performed. Some revisions could be significant, especially fair value adjustments based on interest rate assumptions. The final allocation of the purchase price will be determined after the Merger is completed and after completion of a final analysis to determine the fair values of NCF's tangible, and identifiable intangible, assets and liabilities as of the completion date. Accordingly, the final purchase accounting adjustments and integration charges may be materially different from the pro forma adjustments presented in this document. Increases or decreases in the fair value of the net assets, commitments, executory contracts and other items of NCF as compared to the information shown in this Current Report may change the amount of the purchase price allocated to goodwill and other assets and liabilities and may impact the statement of income due to adjustments in yield and/or amortization of the adjusted assets or liabilities.

The pro forma financial statements do not currently include any amount related to the estimated $50.9 million after-tax ($82.1 million pre-tax) Merger related charges that will be incurred to combine the operations of SunTrust and NCF. The estimated Merger related charges will result from action taken with respect to both SunTrust and NCF operations, facilities and associates. The charges will be recorded based on the nature and timing of these integration actions. These charges are also subject to change as additional information becomes known. See Note 3 below for a further discussion of these charges.

Certain amounts in the historical consolidated financial statements of NCF have been reclassified to conform with SunTrust's historical financial information presentation. Discontinued operations separately reported in NCF's historical consolidated statements of income have been excluded. The unaudited pro forma condensed combined financial information presented in this Current Report does not necessarily indicate the results of operations or the combined financial position that would have resulted had the Merger been completed at the beginning of the applicable period presented, nor is it indicative of the results of operations in future periods or the future financial position of the combined company.

Note 2 — Pro Forma Adjustments

The unaudited pro forma condensed combined financial information for the merger includes the pro forma balance sheet as of March 31, 2004 assuming the Merger was completed on March 31, 2004 (using currently available fair value information). The pro forma income statements for the three months ended March 31, 2004 and the year ended December 31, 2003 were prepared assuming the merger was completed on January 1, 2003.

The unaudited pro forma condensed combined financial information reflects the issuance of approximately 75.4 million shares of SunTrust common stock with an aggregate value of approximately $4.9

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billion. The actual number of shares of SunTrust common stock issued may differ depending on the average of the closing stock prices for SunTrust common stock during the five trading days immediately before the Merger and the number of NCF stock options exercised prior to completion of the Merger. The total purchase price may differ depending on the closing price of SunTrust common stock on the day before the completion of the Merger. Also reflected in the pro forma condensed combined financial information is a $1.8 billion cash payment to NCF common shareholders. The pro forma financial statements do not include the effects (which are not known at this time) of the change in control provisions of NCF's 49% ownership of First Market Bank, FSB. The pro forma balance sheet includes this investment at book value.

The allocation of the purchase price follows:

SunTrust/NCF Purchase Accounting Adjustments

				March 31, 2004
(Dollars and shares in thousands)
Purchase Price
Total SunTrust common stock to be issued									75,361
Purchase price per SunTrust common share								$	65.24
Value of SunTrust stock issued												$	4,916,552
Investment banking fees													44,380	(L)
Estimated fair value of employee stock options													140,200	(M)
Cash paid													1,800,000
Total Purchase Price												$	6,901,132
Net Assets Acquired
NCF's shareholder's equity at March 31, 2004								$	2,798,939
Less: Elimination of NCF goodwill									(1,090,117	)(E)
Less: Elimination of NCF core deposit intangibles									(158,800	)(F)
Estimated adjustments to reflect assets acquired at fair value:
Securities					(48,054)	(B)
Loans					105,232	(C)
Premises & equipment					(30,600)	(D)
Other assets					(57,300)	(G)
Estimated amounts allocated to liabilities assumed at fair value:
Deposits					(38,202)	(H)
Long-term debt					(76,943)	(J)
Personnel related liabilities					(30,000)	(L)
Other obligations					(15,000)	(L)
Estimated adjustments to reflect assets and liabilities at fair value									(190,867	)
Identified intangibles									445,400	(F)
Deferred taxes									(113,823)	(L)
Total Adjustments													1,690,732
Goodwill resulting from Merger												$	5,210,400

The pro forma adjustments included in the unaudited pro forma condensed combined financial information are as follows:

(A)	Adjustments to reflect the acquisition of Seix Investment Advisors, which was completed on May 29, 2004, will be finalized prior to the closing date of the Merger. These adjustments include the recognition of goodwill and identifiable intangibles, as well as the purchase of other assets and

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assumption of other liabilities. SunTrust estimates the identifiable intangibles will be amortized over an average period of approximately fourteen years, on a straight-line basis. The value of these intangibles represents the estimated future economic benefit resulting from the acquired customer balances and relationships. This value and related amortization period were estimated based on a preliminary third party valuation of these customer relationships.

(B)

Adjustment to reclassify held to maturity securities to securities available for sale to reflect the change in SunTrust's intent as it relates to those investments. Also included is an approximate $(48.1) million adjustment to fair-value the securities portfolio. This adjustment will be recognized over the estimated remaining life of the securities portfolio using the effective yield method. The fair value adjustments reflected herein are based on current assumptions and valuations. The final adjustment may be significantly different. The impact of this adjustment was to increase interest income by approximately $1.8 million and $6.7 million for the three months ended March 31, 2004 and the twelve months ended December 31, 2003, respectively.

(C)

Adjustment to fair-value the loan portfolio. The adjustment will be recognized over the estimated remaining life of the loan portfolio using the effective yield method. The adjustments reflected herein are based on current assumptions and valuations. The final adjustment may be significantly different. The impact of the adjustment was to decrease interest income by approximately $6.1 million and $48.8 million for the three months ended March 31, 2004 and the twelve months ended December 31, 2003, respectively.

(D)	Adjustment to fair-value premises and equipment.

(E)	Adjustment to eliminate historical NCF goodwill and record goodwill created as a result of the Merger.

(F)

Adjustment to eliminate historical NCF intangible assets (other than goodwill) and to record intangible assets (other than goodwill) resulting from the Merger based on estimated fair values. The nature, amount and amortization method of various possible identified intangibles are being studied by SunTrust. The adjustments reflected herein are based on current assumptions and valuations, which are subject to change. For purposes of the pro forma adjustments shown here, SunTrust has estimated $445.4 million of intangibles that consists of a core deposit intangible of approximately $370.4 million and other identifiable intangibles of approximately $75.0 million. SunTrust estimates these intangibles will be amortized over a period not to exceed ten years, on an accelerated basis for the core deposit intangible and a straight-line basis for the other intangibles. The value of the intangibles represents the estimated future economic benefit resulting from the acquired customer balances and relationships. This value was estimated considering valuations derived from similar transactions. The final value will be determined based on an independent analysis of cash flows from the current balances of accounts, expected growth or attrition in balances, and the estimated life of the relationship. Material changes are possible when this analysis is completed. The impact of these adjustments is to increase noninterest expenses by $17.0 million and $74.8 million for the three months ended March 31, 2004 and the twelve months ended December 31, 2003, respectively.

(G)	Adjustments to fair-value other assets including computer software, deferred costs and other miscellaneous items.

(H)

Adjustment to fair-value fixed-rate deposit liabilities based on current interest rates for similar instruments. The adjustment will be recognized over the estimated remaining term of the related deposit liability using the effective yield method. The adjustments reflected herein are based on current assumptions and valuations. The final adjustment may be significantly different. The impact of the adjustment was to decrease interest expense by approximately $2.7 million and $16.3 million for the three months ended March 31, 2004 and the twelve months ended December 31, 2003, respectively.

(I)

Adjustment to reflect issuance of $800.0 million, and a weighted average maturity of 2.5 years, in brokered certificates of deposit with an interest rate estimated to be 3.40% per annum to finance a portion of the estimated cash payment to NCF shareholders. The impact of the adjustment was to increase interest expense by approximately $6.8 million and $27.2 million for the three months ended March 31, 2004 and the twelve months ended December 31, 2003, respectively.

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(J)

Adjustment to fair-value outstanding long-term debt instruments. The adjustment will be recognized over the estimated remaining life of the long-term debt instruments using the effective yield method. The adjustments reflected herein are based on current assumptions and valuations. The final adjustment may be significantly different. The impact of the adjustment was to decrease interest expense by approximately $3.0 million and $12.6 million for the three months ended March 31, 2004 and the twelve months ended December 31, 2003, respectively.

(K)

Adjustment to reflect issuance of $1.0 billion in debt at an interest rate estimated to be 4.40% per annum, and a weighted average maturity of 4.3 years, to finance a portion of the estimated cash payment to NCF shareholders. The impact of the adjustment was to increase interest expense by approximately $11.0 million and $44.0 million for the three months ended March 31, 2004 and the twelve months ended December 31, 2003, respectively. The assumed interest rate was based on the rate environment at the time of the preparation of the pro forma financial statements. This rate could be significantly different from the rate incurred at the time of financing.

(L)

Adjustment to accrued expenses and other liabilities consists of $44.4 million for investment banking fees and $30.0 million to reflect the fair value of personnel related liabilities which arise due to employment and severance agreements which include change in control provisions triggered at the time of closing and due to other expected reductions in NCF personnel. The adjustment also reflects $15.0 million to repurchase the minority shares of a NCF subsidiary, due to contractual provisions requiring buyback upon a change in control. The remaining $113.8 million adjustment is for deferred tax liabilities, net of deferred tax assets, resulting from the pro forma adjustments. Deferred taxes were recorded using SunTrust's statutory rate of 38.0%.

(M)

Adjustment to eliminate NCF's historical shareholders' equity. Additionally, the adjustment reflects the issuance of SunTrust common stock and the conversion of NCF stock options outstanding at the closing of the Merger to options to purchase SunTrust common stock. In accordance with the terms of NCF's stock option agreements, outstanding stock options fully vest upon a change in control; therefore, the adjustment presented assumes that all NCF stock options will be converted to fully vested options to purchase SunTrust common stock. The adjustment assumes the issuance of 6.3 million vested options to purchase SunTrust common stock at a fair value of $22.26 per share. The number of stock options expected to be issued was based on the product of the number of outstanding NCF stock options as of March 31, 2004 and the assumed Exchange Ratio (as defined in the Merger Agreement) of 0.5035. The estimated fair value per share of $22.26, the intrinsic value, was calculated as the assumed Per Share Amount (as defined in the Merger Agreement) of $65.24 less $42.98, the estimated average exercise price of the SunTrust stock options to be issued. The estimated average exercise price of $42.98 was calculated as the average exercise price of a NCF stock option divided by the assumed Exchange Ratio of 0.5035.

(N)	Adjustment to reverse amortization of intangible assets recorded in NCF's historical financial statements.

(O)	Adjustment to record the tax effect of the pro forma adjustments using SunTrust's statutory tax rate of 38.0%.

(P)

Weighted average shares were calculated using the historical weighted average shares outstanding of SunTrust and NCF, adjusted using an exchange ratio of 0.3713, to the equivalent shares of SunTrust common stock, for the year ended December 31, 2003 and the three months ended March 31, 2004. Earnings per share data have been computed based on the combined historical income of SunTrust, income from continuing operations for NCF and the impact of purchase accounting adjustments.

Note 3 — Merger Related Charges

Merger related costs, which are not considered liabilities assumed in connection with the Merger, are estimated at $50.9 million, net of taxes. A summary of these costs, based on SunTrust's preliminary estimates, is as follows:

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SunTrust/NCF Merger Related Charges
(Dollars in thousands)
Merger Related Compensation and Severance				$	27,500
Facilities and Systems					34,600
Other Merger Related Costs					20,000
Total Pre-Tax Transaction Costs					82,100
Less: Related Tax Benefits					(31,198	)
Estimated Transaction Costs, Net of Taxes				$	50,902

Merger related compensation and severance costs include employee severance, compensation arrangements and related employee benefit expenses. Facilities and system costs include costs associated with the closure of certain retail branch offices and the conversion of other offices to be consistent with SunTrust standards. Also reflected are certain technology conversion costs. Refinements to the foregoing estimates may occur subsequent to the completion of the Merger. Merger related costs incurred by NCF are being expensed as incurred. All other costs incurred by SunTrust will be capitalized or expensed as incurred based on the nature of the costs and SunTrust's accounting policies for these costs.

SunTrust's board of directors and management believe the Merger will close in the fourth quarter of 2004. SunTrust's preliminary integration plans, which are not complete as of the date hereof and are necessarily evolving, include (1) an assessment of the various integration risks (such as capacity assessment and systems conversion) and the development of risk mitigation plans, as appropriate, (2) finalization and confirmation of specified financial assumptions underlying the Merger, (3) identification of product and service gaps and the development of an action plan, (4) planning for implementation of the merger and (5) definition of the target environment. System requirements are scheduled to be completed in the third quarter of 2004, with phased system conversions beginning in November 2004. The assessment of the majority of the computer systems, personnel, premises and service contracts is scheduled to be completed in August 2004, upon which SunTrust intends to finalize the restructuring and integration plans. SunTrust can make no assurance that the Merger will be completed in the time frame discussed above, or at all, or that events and uncertainties may cause the achievement of the integration goals not to be met.

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DOCUMENTS INCORPORATED BY REFERENCE

SunTrust hereby incorporates by reference into this Current Report the following materials filed by SunTrust and NCF with the Securities and Exchange Commission under the Exchange Act:

SunTrust Filings with the SEC

•	Annual Report on Form 10-K for the year ended December 31, 2003;

•	Quarterly Report on Form 10-Q for the quarter ended March 31, 2004; and

•	Current Reports on Form 8-K filed on January 12, 2004 (information filed under Item 5 only), April 8, 2004 (information filed under Item 5 only), May 10, 2004 and May 20, 2004.

NCF filings with the SEC

•	Annual Report on Form 10-K for the year ended December 31, 2003;

•	Quarterly Report on Form 10-Q for the quarter ended March 31, 2004; and

•	Current Report on Form 8-K filed on May 5, 2004 (as amended by Current Report on Form 8-K/A filed on May 19, 2004).

The information incorporated by reference into this Current Report is considered to be part of this Current Report, except for information that is superceded by information that is included directly in this Current Report or in other later filed documents with the Securities and Exchange Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act.

SunTrust has supplied all information contained or incorporated by reference in this Current Report relating to SunTrust, as well as pro forma financial information, and NCF has supplied all relevant information contained or incorporated by reference in this Current Report relating to NCF.

RATIO OF EARNINGS TO FIXED CHARGES

The following table shows the ratio of earnings to fixed charges of SunTrust, which includes its subsidiaries, on a consolidated basis. The ratio of earnings to fixed charges has been computed by dividing:

•	net income plus all applicable income taxes plus fixed charges, by

•	fixed charges.

Fixed charges represent interest expense, either including or excluding interest on deposits as set forth below, and the portion of net rental expense deemed to be equivalent to interest on long-term debt. Interest expense, other than on deposits, includes interest on long-term debt, federal funds purchased and securities sold under agreements to repurchase, mortgages, commercial paper and other funds borrowed. For 1999, the ratio of earnings to fixed charges has been computed excluding extraordinary gains.

				Year Ended December 31,																				Three Months Ended March 31,
				1999				2000				2001				2002				2003				2003				2004
Including interest on deposits					1.59				1.51				1.66				1.94				2.28				2.16				2.49
Excluding interest on deposits					2.38				2.45				2.62				3.24				3.66				3.53				3.89

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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits.

The following exhibit is filed herewith:

Exhibit No.				Description
	12.1			Statement of Computation of Ratio of Earnings to Fixed Charges

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Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the Undersigned, thereunto duly authorized.

Date: August 3, 2004

				SUNTRUST BANKS, INC.
				By:				/s/ Raymond D. Fortin
								Raymond D. Fortin Senior Vice President and General Counsel

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