<PAGE>   1
                                                                     EXHIBIT 4.2





                        ================================


                              DECLARATION OF TRUST

                               SunTrust Capital IV

                          Dated as of February 10, 1998


                        ================================




<PAGE>   2


<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
                                                                                                                 Page
                                                                                                                 ----
<S>                  <C>                                                                                         <C>
   SECTION 1.1       Definitions..................................................................................3
   SECTION 2.1       Name.........................................................................................3
   SECTION 2.2       Office.......................................................................................4
   SECTION 2.3       Purpose......................................................................................4
   SECTION 2.4       Authority....................................................................................4
   SECTION 2.5       Title to Property of the Trust...............................................................5
   SECTION 2.6       Powers of the Trustees.......................................................................5
   SECTION 2.7       Filing of Certificate of Trust...............................................................6
   SECTION 2.8       Duration of Trust............................................................................6
   SECTION 2.9       Responsibilities of the Sponsor..............................................................6
   SECTION 2.10      Declaration Binding on Securities Holders....................................................7

   SECTION 3.1       Trustees.....................................................................................7
   SECTION 3.2       Regular Trustees.............................................................................7
   SECTION 3.3       Delaware Trustee.............................................................................8
   SECTION 3.4       Institutional Trustee........................................................................8
   SECTION 3.5       Not Responsible for Recitals or Sufficiency of Declaration...................................9

   SECTION 4.1       Exculpation..................................................................................9
   SECTION 4.2       Fiduciary Duty...............................................................................9
   SECTION 4.3       Indemnification.............................................................................10
   SECTION 4.4       Outside Businesses..........................................................................13

   SECTION 5.1       Amendments..................................................................................13
   SECTION 5.2       Termination of Trust........................................................................13
   SECTION 5.3       Governing Law...............................................................................14
   SECTION 5.4       Headings....................................................................................14
   SECTION 5.5       Successors and Assigns......................................................................14
   SECTION 5.6       Partial Enforceability......................................................................14
</TABLE>



<PAGE>   3




                              DECLARATION OF TRUST
                                       OF
                               SunTrust Capital IV
                                February 10, 1998


         DECLARATION OF TRUST ("Declaration") dated and effective as of February
10, 1998 by the Trustees (as defined herein), the Sponsor (as defined herein),
and by the holders, from time to time, of undivided beneficial interests in the
Trust to be issued pursuant to this Declaration;

         WHEREAS, the Trustees and the Sponsor desire to establish a trust (the
"Trust") pursuant to the Delaware Business Trust Act for the purpose of issuing
and selling certain securities representing undivided beneficial interests in
the assets of the Trust and investing the proceeds thereof in certain Debentures
of the Debenture Issuer;

         NOW, THEREFORE, it being the intention of the parties hereto that the
Trust constitute a business trust under the Business Trust Act and that this
Declaration constitute the governing instrument of such business trust, the
Trustees declare that all assets contributed to the Trust will be held in trust
for the exclusive benefit of the holders, from time to time, of the securities
representing undivided beneficial interests in the assets of the Trust issued
hereunder, subject to the provisions of this Declaration.


                                   ARTICLE I
                                   DEFINITIONS

SECTION 1.1       Definitions.

         Unless the context otherwise requires:

                  (a) Capitalized terms used in this Declaration but not defined
         in the preamble above have the respective meanings assigned to them in
         this Section 1.1;

                  (b) a term defined anywhere in this Declaration has the same
         meaning throughout;

                  (c) all references to "the Declaration" or "this Declaration"
         are to this Declaration of Trust as modified, supplemented or amended
         from time to time;

                  (d) all references in this Declaration to Articles and
         Sections are to Articles and Sections of this Declaration unless
         otherwise specified; and

                  (e) a reference to the singular includes the plural and vice
         versa.


<PAGE>   4

         "Affiliate" has the same meaning as given to that term in Rule 405 of
the Securities Act or any successor rule thereunder.

         "Business Day" means any day other than a day on which banking
institutions in New York, New York are authorized or required by law to close.

         "Business Trust Act" means Chapter 38 of Title 12 of the Delaware Code,
12 Del. C.ss.3801 et seq., as it may be amended from time to time, or any
successor legislation.

         "Commission" means the Securities and Exchange Commission.

         "Common Securities" means securities representing undivided beneficial
ownership interests in the assets of the Trust with such terms as may be set out
in any amendment to this Declaration.

         "Covered Person" means (a) any officer, director, shareholder, partner,
member, representative, employee or agent of (i) the Trust or (ii) the Trust's
Affiliates and (b) any holder of Securities.

         "Debenture Issuer" means the Parent in its capacity as the issuer of
the Debentures under the Indenture.

         "Debentures" means the series of Debentures to be issued by the
Debenture Issuer and acquired by the Trust.

         "Debenture Trustee" means the trustee under the Indenture until a
successor is appointed thereunder, and thereafter means such successor trustee.

         "Delaware Trustee" has the meaning set forth in Section 3.1.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time or any successor legislation.

         "Fiduciary Indemnified Person" has the meaning set forth in Section
4.3(b).

         "Indemnified Person" means a Parent Indemnified Person or a Fiduciary
Indemnified Person.

         "Indenture" means the indenture to be entered into between the Parent
and the Debenture Trustee and any indenture supplemental thereto pursuant to
which the Debentures are to be issued.

         "Institutional Trustee" has the meaning set forth in Section 3.4.


                                       2
<PAGE>   5

         "Parent" means SunTrust Banks, Inc., a Georgia corporation or any
successor entity in a merger.

         "Parent Indemnified Person" means (a) any Regular Trustee; (b) any
Affiliate of any Regular Trustee; (c) any officers, directors, shareholders,
members, partners, employees, representatives or agents of any Regular Trustee;
or (d) any employee or agent of the Trust or its Affiliates.

         "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever nature.

         "Preferred Securities" means securities representing undivided
beneficial ownership interests in the assets of the Trust with such terms as may
be set out in any amendment to this Declaration.

         "Regular Trustee" means any Trustee other than the Delaware Trustee and
the Institutional Trustee (as hereinafter defined).

         "Securities" means the Common Securities and the Preferred Securities.

         "Securities Act" means the Securities Act of 1933, as amended from time
to time, or any successor legislation.

         "Sponsor" means the Parent in its capacity as sponsor of the Trust.

         "Trustee" or "Trustees" means each Person who has signed this
Declaration as a trustee, so long as such Person shall continue in office in
accordance with the terms hereof, and all other Persons who may from time to
time be duly appointed, qualified and serving as Trustees in accordance with the
provisions hereof, and references herein to a Trustee or the Trustees shall
refer to such Person or Persons solely in their capacity as trustees hereunder.


                                   ARTICLE II
                                  ORGANIZATION

SECTION 2.1 Name.

         The Trust created by this Declaration is named "SunTrust Capital IV."
The Trust's activities may be conducted under the name of the Trust or any other
name deemed advisable by the Regular Trustees.


                                       3
<PAGE>   6

SECTION 2.2 Office.

         The address of the principal office of the Trust is c/o SunTrust Banks,
Inc., 303 Peachtree Street, N.E., Atlanta, Georgia, 30308-3201. At any time, the
Regular Trustees may designate another principal office.

SECTION 2.3 Purpose.

         The Sponsor hereby assigns, transfers, conveys and sets over to the
Trust the sum of $10. The Trustees hereby acknowledge receipt of such amount
from the Sponsor, which amount shall constitute the initial trust estate. It is
the intention of the parties hereto that the Trust created hereby constitute a
business trust under the Business Trust Act, and that this Declaration
constitute the governing instrument of the Trust. The Trustees are hereby
authorized and directed to execute and file a certificate of trust in the office
of the Secretary of State of the State of Delaware in the form attached hereto.
The Trust is hereby established by the Sponsor and the Trustees for the purposes
of (i) issuing Preferred Securities and investing the proceeds thereof in
Debentures, (ii) issuing and selling Common Securities to the Sponsor in
exchange for cash and investing the proceeds thereof in additional Debentures
and (iii) engaging in such other activities as are necessary, convenient or
incidental thereto. The Trust shall not borrow money, issue debt or reinvest
proceeds derived from investments, pledge any of its assets, or otherwise
undertake (or permit to be undertaken) any activity that would cause the Trust
not to be classified for United States federal income tax purposes as a grantor
trust.

         Concurrent with the first issuance of any Securities by the Trust, the
Sponsor and the Trustees intend to enter into an amended and restated
Declaration of Trust, satisfactory to each such party and substantially in the
form included as an exhibit to the 1933 Act Registration Statement referred to
below at the time such registration statement becomes effective under the
Securities Act, to provide for the contemplated operation of the Trust created
hereby and the issuance of the Preferred Securities and the Common Securities
referred to therein. Prior to the execution and delivery of such amended and
restated Declaration of Trust, the Trustees shall not have any duty or
obligation hereunder or with respect to the trust estate, except as otherwise
required by applicable law or as may be necessary to obtain, prior to such
execution and delivery, any licenses, consents or approvals required by
applicable law or otherwise.

SECTION 2.4 Authority.

         Subject to the limitations provided in this Declaration, the Regular
Trustees shall have exclusive and complete authority to carry out the purposes
of the Trust. An action taken by the Regular Trustees in accordance with their
powers shall constitute the act of and serve to bind the Trust. In dealing with
the Regular Trustees acting on behalf of the Trust, no person shall be required
to inquire into the authority of the Regular Trustees to bind the Trust. Persons
dealing with the Trust are entitled to rely conclusively on the power and
authority of the Regular Trustees as set forth in this Declaration.


                                       4
<PAGE>   7

SECTION 2.5 Title to Property of the Trust.

         Legal title to all assets of the Trust shall be vested in the Trust.

SECTION 2.6 Powers of the Trustees.

         The Regular Trustees shall have the exclusive power and authority to
cause the Trust to engage in the following activities:

                  (a)      to issue and sell the Preferred Securities and the
         Common Securities in accordance with this Declaration; provided,
         however, that the Trust may issue no more than one series of Preferred
         Securities and no more than one series of Common Securities, and,
         provided further, that there shall be no interests in the Trust other
         than the Securities and the issuance of the Securities shall be limited
         to a one-time, simultaneous issuance of both Preferred Securities and
         Common Securities;

                  (b)      in connection with the issue and sale of the
         Preferred Securities, at the direction of the Sponsor, to:

                           (i)      execute and file with the Commission a
                  registration statement on Form S-3 prepared by the Sponsor
                  (the "Registration Statement"), including any amendments
                  thereto in relation to the registration of the Preferred
                  Securities under the Securities Act;

                           (ii)     execute and file any documents prepared by
                  the Sponsor, or take any acts as determined by the Sponsor to
                  be necessary in order to qualify or register all or part of
                  the Preferred Securities in any State in which the Sponsor has
                  determined to qualify or register such Preferred Securities
                  for sale;

                           (iii)    execute and file on behalf of the Trust,
                  with the New York Stock Exchange or any other national stock
                  exchange or the Nasdaq National Market for listing or
                  quotation upon notice of issuance of any Preferred Securities
                  a listing application and all other applications, statements,
                  certificates, agreements and other instruments as shall be
                  necessary or desirable to cause the Preferred Securities to be
                  listed on much exchange or national market, as the case may
                  be;

                           (iv)     execute and file with the Commission a
                  registration statement on Form 8-A, including any amendments
                  thereto, prepared by the Sponsor relating to the registration
                  of the Preferred Securities under Section 12(b) or 12(g) of
                  the Exchange Act, if the Sponsor in its sole discretion
                  determines that such a filing is necessary or appropriate; and


                                       5
<PAGE>   8

                           (v)      negotiate the terms of, and execute and
                  enter into, on behalf of the Trust, an underwriting agreement
                  and pricing agreement providing for the sale of the Preferred
                  Securities substantially in the form included as an exhibit to
                  the Registration Statement at the time it becomes effective
                  under the Securities Act;

                  (c)      to employ or otherwise engage employees and agents
         (who may be designated as officers with titles) and managers,
         contractors, advisors and consultants and provide for reasonable
         compensation for such services;

                  (d)      to incur expenses that are necessary or incidental to
         carry out any of the purposes of this Declaration; and

                  (e)      to execute all documents or instruments, perform all
         duties and powers, and do all things for and on behalf of the Trust in
         all matters necessary or incidental to the foregoing.

SECTION 2.7 Filing of Certificate of Trust.

         On or after the date of execution of this Declaration, the Trustees
shall cause the filing of the Certificate of Trust for the Trust in the form
attached hereto as Exhibit A with the Secretary of State of the State of
Delaware.

SECTION 2.8 Duration of Trust.

         The Trust, absent termination pursuant to the provisions of Section
5.2, shall have existence for fifty-five (55) years from the date hereof.

SECTION 2.9 Responsibilities of the Sponsor.

         In connection with the issue and sale of the Preferred Securities, the
Sponsor shall have the exclusive right and responsibility to engage in the
following activities:

                  (a)      to prepare for filing by the Trust with the
         Commission a registration statement on Form S-3 in relation to the
         Preferred Securities, including any amendments thereto;

                  (b)      to determine the States in which to take appropriate
         action to qualify or register for sale all or part of the Preferred
         Securities and to do any and all such acts, other than actions which
         must be taken by the Trust, and advise the Trust of actions it must
         take, and prepare for execution and filing any documents to be executed
         and filed by the Trust, as the Sponsor deems necessary or advisable in
         order to comply with the applicable laws of any such States;

                  (c)      at the sole discretion of the Sponsor, to prepare for
         filing by the Trust an application to the New York Stock Exchange or
         any other national stock exchange or the


                                       6
<PAGE>   9

         Nasdaq National Market for listing or quotation upon notice of issuance
         of any Preferred Securities;

                  (d)      to prepare for filing by the Trust with the
         Commission a registration statement on Form 8-A relating to the
         registration of the class of Preferred Securities under Section 12(b)
         or 12(g) of the Exchange Act, including any amendments thereto, if the
         Sponsor in its sole discretion determines that such a filing is
         necessary or appropriate; and

                  (e)      to negotiate the terms of an underwriting agreement
         and pricing agreement providing for the sale of the Preferred
         Securities.

SECTION 2.10 Declaration Binding on Securities Holders.

         Every Person by virtue of having become a holder of a Security or any
interest therein in accordance with the terms of this Declaration, shall be
deemed to have expressly assented and agreed to the terms of, and shall be bound
by, this Declaration.


                                  ARTICLE III
                                    TRUSTEES

SECTION 3.1 Trustees.

         The number of Trustees initially shall be five (5), and thereafter the
number of Trustees shall be such number as shall be fixed from time to time by a
written instrument signed by the Sponsor. The Sponsor is entitled to appoint or
remove without cause any Trustee at any time; provided, however that the number
of Trustees shall in no event be less than two (2); provided further that one
Trustee, in the case of a natural person, shall be a person who is a resident of
the State of Delaware or that, if not a natural person, is an entity that has
its principal place of business in the State of Delaware (the "Delaware
Trustee"); provided further that there shall be at least one trustee who is an
employee or officer of, or is affiliated with the Parent (a "Regular Trustee").

SECTION 3.2 Regular Trustees.

         The initial Regular Trustees shall be:

                            Raymond D. Fortin
                            Donald T. Heroman
                            Kenneth Houghton

         (a)      Except as expressly set forth in this Declaration, any power
of the Regular Trustees may be exercised by, or with the consent of, any one
such Regular Trustee.


                                       7
<PAGE>   10

         (b)      Unless otherwise determined by the Regular Trustees, and
except as otherwise required by the Business Trust Act, any Regular Trustee is
authorized to execute on behalf of the Trust any documents that the Regular
Trustees have the power and authority to cause the Trust to execute pursuant to
Section 2.6; and

         (c)      a Regular Trustee may, by power of attorney consistent with
applicable law, delegate to any other natural person over the age of 21 his or
her power for the purposes of signing any documents that the Regular Trustees
have power and authority to cause the Trust to execute pursuant to Section 2.6.

SECTION 3.3 Delaware Trustee.

         The initial Delaware Trustee shall be:

                     First Chicago Delaware Inc.

         Notwithstanding any other provision of this Declaration, the Delaware
Trustee shall not be entitled to exercise any of the powers, nor shall the
Delaware Trustee have any of the duties and responsibilities of the Trustees
(except as required by the Business Trust Act) described in this Declaration.
The Delaware Trustee shall be a Trustee for the sole and limited purpose of
fulfilling the requirements of Section 3807 of the Business Trust Act.
Notwithstanding anything herein to the contrary, the Delaware Trustee shall not
be liable for the acts or omissions to act of the Trust or of the Regular
Trustees except such acts as the Delaware Trustee is expressly obligated or
authorized to undertake under this Declaration or the Business Trust Act and
except for the negligence or willful misconduct of the Delaware Trustee.

SECTION 3.4 Institutional Trustee.

         The Sponsor hereby appoints The First National Bank of Chicago, as the
trustee meeting the requirements of an eligible trustee of the Trust Indenture
Act of 1939, as amended (the "Institutional Trustee").

         Notwithstanding any other provision of this Declaration, the
Institutional Trustee shall not be entitled to exercise any of the powers, nor
shall the Institutional Trustee have any of the duties and responsibilities of
the Trustees (except as required by the Business Trust Act) described in this
Declaration. Notwithstanding anything herein to the contrary, the Institutional
Trustee shall not be liable for the acts or omissions to act of the Trust or of
the Regular Trustees except such acts as the Institutional Trustee is expressly
obligated or authorized to undertake under this Declaration or the Business
Trust Act and except for the negligence or willful misconduct of the
Institutional Trustee.

SECTION 3.5 Not Responsible for Recitals or Sufficiency of Declaration.

         The recitals contained in this Declaration shall be taken as the
statements of the Sponsor, and the Trustees do not assume any responsibility for
their correctness. The Trustees make no


                                       8
<PAGE>   11

representations as to the value or condition of the property of the Trust or any
part thereof. The Trustees make no representations as to the validity or
sufficiency of this Declaration.


                                   ARTICLE IV
                           LIMITATION OF LIABILITY OF
                    HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

SECTION 4.1 Exculpation.

         (a)      No Indemnified Person shall be liable, responsible or
accountable in damages or otherwise to the Trust or any Covered Person for any
loss, damage or claim incurred by reason of any act or omission performed or
omitted by such Indemnified Person in good faith on behalf of the Trust and in a
manner such Indemnified Person reasonably believed to be within the scope of the
authority conferred on such Indemnified Person by this Declaration or by law,
except that an Indemnified Person shall be liable for any such loss, damage or
claim incurred by reason of such Indemnified Person's negligence or willful
misconduct with respect to such acts or omissions; and

         (b)      an Indemnified Person shall be fully protected in relying in
good faith upon the records of the Trust and upon such information, opinions,
reports or statements presented to the Trust by any Person as to matters the
Indemnified Person reasonably believes are within such other Person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the Trust, including information, opinions, reports or
statements as to the value and amount of the assets, liabilities, profits,
losses, or any other facts pertinent to the existence and amount of assets from
which distributions to holders of Securities might properly be paid.

SECTION 4.2 Fiduciary Duty.

         (a)      To the extent that, at law or in equity, an Indemnified Person
has duties (including fiduciary duties) and liabilities relating thereto to the
Trust or to any other Covered Person, an Indemnified Person acting under this
Declaration shall not be liable to the Trust or to any other Covered Person for
its good faith reliance on the provisions of this Declaration. The provisions of
this Declaration, to the extent that they restrict the duties and liabilities of
an Indemnified Person otherwise existing at law or in equity, are agreed by the
parties hereto to replace such other duties and liabilities of such Indemnified
Person;

         (b)      unless otherwise expressly provided herein:

                  (i)      whenever a conflict of interest exists or arises
         between Covered Persons; or


                                       9
<PAGE>   12

                  (ii)     whenever this Declaration or any other agreement
         contemplated herein or therein provides that an Indemnified Person
         shall act in a manner that is, or provides terms that are, fair and
         reasonable to the Trust or any holder of Securities,

the Indemnified Person shall resolve such conflict of interest, take such action
or provide such terms, considering in each case the relative interest of each
party (including its own interest) to such conflict, agreement, transaction or
situation and the benefits and burdens relating to such interests, any customary
or accepted industry practices, and any applicable generally accepted accounting
practices or principles. In the absence of bad faith by the Indemnified Person,
the resolution, action or term so made, taken or provided by the Indemnified
Person shall not constitute a breach of this Declaration or any other agreement
contemplated herein or of any duty or obligation of the Indemnified Person at
law or in equity or otherwise; and

         (c)      whenever in this Declaration an Indemnified Person is
permitted or required to make a decision:

                  (i)      in its "discretion" or under a grant of similar
         authority, the Indemnified Person shall be entitled to consider such
         interests and factors as it desires, including its own interests, and
         shall have no duty or obligation to give any consideration to any
         interest of or factors affecting the Trust or any other Person; or

                  (ii)     in its "good faith" or under another express
         standard, the Indemnified Person shall act under such express standard
         and shall not be subject to any other or different standard imposed by
         this Declaration or by applicable law.

SECTION 4.3 Indemnification.

         (a)      (i) The Debenture Issuer shall indemnify, to the full extent
permitted by law, any Parent Indemnified Person who was or is a party or is
threatened to be made a party to any threatened, pending or contemplated action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Trust) by reason of the fact
that he is or was a Parent Indemnified Person against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Trust, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the Parent Indemnified Person
did not act in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the Trust, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.

                  (ii)     The Debenture Issuer shall indemnify, to the full
         extent permitted by law, any Parent Indemnified Person who was or is a
         party or is threatened to be made a party to


                                       10
<PAGE>   13

         any threatened, pending or contemplated action or suit by or in the
         right of the Trust to procure a judgment in its favor by reason of the
         fact that he is or was a Parent Indemnified Person against expenses
         (including attorneys' fees) actually and reasonably incurred by him in
         connection with the defense or settlement of such action or suit if he
         acted in good faith and in a manner he reasonably believed to be in or
         not opposed to the best interests of the Trust and except that no such
         indemnification shall be made in respect of any claim, issue or matter
         as to which such Parent Indemnified Person shall have been adjudged to
         be liable to the Trust unless and only to the extent that the Court of
         Chancery of Delaware or the court in which such action or suit was
         brought shall determine upon application that, despite the adjudication
         of liability but in view of all the circumstances of the case, such
         person is fairly and reasonably entitled to indemnity for such expenses
         that such Court of Chancery or such other court shall deem proper.

                  (iii)    Any indemnification under paragraphs (i) and (ii) of
         this Section 4.3(a) (unless ordered by a court) shall be made by the
         Debenture Issuer only as authorized in the specific case upon a
         determination that indemnification of the Parent Indemnified Person is
         proper in the circumstances because he has met the applicable standard
         of conduct set forth in paragraphs (i) and (ii). Such determination
         shall be made (1) by the Regular Trustees by a majority vote of a
         quorum consisting of such Regular Trustees who were not parties to such
         action, suit or proceeding, (2) if such a quorum is not obtainable, or,
         even if obtainable, if a quorum of disinterested Regular Trustees so
         directs, by independent legal counsel in a written opinion, or (3) by
         the holder(s) of the Common Securities of the Trust.

                  (iv)     Expenses (including attorneys' fees) incurred by a
         Parent Indemnified Person in defending a civil, criminal,
         administrative or investigative action, suit or proceeding referred to
         in paragraphs (i) and (ii) of this Section 4.3(a) shall be paid by the
         Debenture Issuer in advance of the final disposition of such action,
         suit or proceeding upon receipt of an undertaking by or on behalf of
         such Parent Indemnified Person to repay such amount if it shall
         ultimately be determined that he is not entitled to be indemnified by
         the Debenture Issuer as authorized in this Section 4.3(a).
         Notwithstanding the foregoing, no advance shall be made by the
         Debenture Issuer if a determination is reasonably and promptly made (i)
         by the Regular Trustees by a majority vote of a quorum of disinterested
         Regular Trustees, (ii) if such a quorum is not obtainable, or, even if
         obtainable, if a quorum of disinterested Regular Trustees so directs,
         by independent legal counsel in a written opinion or (iii) the
         holder(s) of the Common Securities of the Trust, that, based upon the
         facts known to the Regular Trustees, counsel or the holder(s) of the
         Common Securities of the Trust at the time such determination is made,
         such Parent Indemnified Person acted in bad faith or in a manner that
         such person did not believe to be in or not opposed to the best
         interests of the Trust, or, with respect to any criminal proceeding,
         that such Parent Indemnified Person believed or had reasonable cause to
         believe his conduct was unlawful. In no event shall any advance be made
         in instances where the Regular Trustees, independent legal counsel or
         the holder(s) of the Common Securities of the


                                       11
<PAGE>   14

         Trust reasonably determine that such person deliberately breached his
         duty to the Trust or to the holder(s) of its Common Securities or
         Preferred Securities.

                  (v)      The indemnification and advancement of expenses
         provided by, or granted pursuant to, the other paragraphs of this
         Section 4.3(a) shall not be deemed exclusive of any other rights to
         which those seeking indemnification and advancement of expenses may be
         entitled under any agreement, vote of shareholders or disinterested
         directors of the Debenture Issuer or of the holder(s) of the Preferred
         Securities of the Trust or otherwise, both as to action in his official
         capacity and as to action in another capacity while holding such
         office. All rights to indemnification under this Section 4.3(a) shall
         be deemed to be provided by a contract between the Debenture Issuer and
         each Parent Indemnified Person who serves in such capacity at any time
         while this Section 4.3(a) is in effect. Any repeal or modification of
         this Section 4.3(a) shall not affect any rights or obligations then
         existing.

                  (vi)     The Debenture Issuer or the Trust may purchase and
         maintain insurance on behalf of any person who is or was a Parent
         Indemnified Person against any liability asserted against him and
         incurred by him in any such capacity, or arising out of his status as
         such, whether or not the Debenture Issuer would have the power to
         indemnify him against such liability under the provisions of this
         Section 4.3(a).

                  (vi)     For purposes of this Section 4.3(a), references to
         "the Trust" shall include, in addition to the resulting or surviving
         entity, any constituent entity (including any constituent of a
         constituent) absorbed in a consolidation or merger, so that any person
         who is or was a director, trustee, officer or employee of such
         constituent entity, or is or was serving at the request of such
         constituent entity as a director, trustee, officer, employee or agent
         of another entity, shall stand in the same position under the
         provisions of this Section 4.3(a) with respect to the resulting or
         surviving entity as he would have with respect to such constituent
         entity if its separate existence had continued.

                  (vii)    The indemnification and advancement of expenses
         provided by, or granted pursuant to, this Section 4.3(a) shall, unless
         otherwise provided when authorized or ratified, continue as to a person
         who has ceased to be a Parent Indemnified Person and shall inure to the
         benefit of the heirs, executors and administrators of such a person.

         (b)      The Debenture Issuer agrees to indemnify (i) the Delaware
Trustee and the Institutional Trustee, (ii) any Affiliate of the Delaware
Trustee or the Institutional Trustee, and (iii) any officers, directors,
stockholders, members, partners, employees, representatives, nominees,
custodians or agents of the Delaware Trustee or the Institutional Trustee (each
of the Persons in (i) through (iii) being referred to as a "Fiduciary
Indemnified Person") for, and to hold each Fiduciary Indemnified Person harmless
against, any loss, liability or expense incurred without negligence or bad faith
on its part, arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder, including the costs and
expenses (including reasonable legal fees and expenses) of defending itself
against, or investigating, any claim or


                                       12
<PAGE>   15

liability in connection with the exercise or performance of any of its powers or
duties hereunder. The provisions of this Section 4.3(b) shall survive the
termination of this Declaration or the resignation or removal of the Delaware
Trustee or Institutional Trustee.

SECTION 4.4 Outside Businesses.

         Any Covered Person, the Sponsor, the Delaware Trustee and the
Institutional Trustee may engage in or possess an interest in other business
ventures of any nature or description, independently or with others, similar or
dissimilar to the business of the Trust, and the Trust and the holders of
Securities shall have no rights by virtue of this Declaration in and to such
independent ventures or the income or profits derived therefrom and the pursuit
of any such venture, even if competitive with the business of the Trust, shall
not be deemed wrongful or improper. None of any Covered Person, the Sponsor, the
Delaware Trustee or the Institutional Trustee shall be obligated to present any
particular investment or other opportunity to the Trust even if such opportunity
is of a character that, if presented to the Trust, could be taken by the Trust,
and any Covered Person, the Sponsor, the Delaware Trustee and the Institutional
Trustee shall have the right to take for its own account (individually or as a
partner or fiduciary) or to recommend to others any such particular investment
or other opportunity. Any Covered Person, the Delaware Trustee and the
Institutional Trustee may engage or be interested in any financial or other
transaction with the Sponsor or any Affiliate of the Sponsor, or may act as
depositary, trustee or agent for, or may act on any committee or body of holders
of, securities or other obligations of the Sponsor or its Affiliates.


                                   ARTICLE V
                     AMENDMENTS, TERMINATION, MISCELLANEOUS

SECTION 5.1 Amendments.

         At any time before the issue of any Securities, this Declaration may be
amended by, and only by, a written instrument executed by all of the Regular
Trustees and the Sponsor.

SECTION 5.2 Termination of Trust.

         (a)      The Trust shall dissolve and be of no further force or effect:

                           (i)      upon the bankruptcy of the Sponsor;

                           (ii)     upon the filing of a certificate of
                  dissolution or its equivalent with respect to the Sponsor or
                  the revocation of the Sponsor's charter or of the Trust's
                  certificate of trust;

                           (iii)    upon the entry of a decree of judicial
                  dissolution of the Sponsor, or the Trust; and

                                       13
<PAGE>   16

                           (iv)     before the issue of any Securities, with the
                  consent of all of the Regular Trustees and the Sponsor; and

         (b)      As soon as is practicable after the occurrence of an event
referred to in Section 5.2(a), the Trustees shall file, after satisfaction of
all liabilities of the Trust in accordance with applicable law, a certificate of
cancellation with the Secretary of State of the State of Delaware and the Trust
shall terminate.

SECTION 5.3 Governing Law.

         This Declaration and the rights of the parties hereunder shall be
governed by and interpreted in accordance with the laws of the State of Delaware
and all rights and remedies shall be governed by such laws without regard to
principles of conflict of laws.

SECTION 5.4 Headings.

         Headings contained in this Declaration are inserted for convenience of
reference only and do not affect the interpretation of this Declaration or any
provision hereof.

SECTION 5.5 Successors and Assigns.

         Whenever in this Declaration any of the parties hereto is named or
referred to, the successors and assigns of such party shall be deemed to be
included, and all covenants and agreements in this Declaration by the Sponsor
and the Trustees shall bind and inure to the benefit of their respective
successors and assigns, whether or not so expressed.

SECTION 5.6 Partial Enforceability.

         If any provision of this Declaration, or the application of such
provision to any Person or circumstance, shall be held invalid, the remainder of
this Declaration, or the application of such provision to persons or
circumstances other than those to which it is held invalid, shall not be
affected thereby.

SECTION 5.7 Counterparts.

         This Declaration may contain more than one counterpart of the signature
page and this Declaration may be executed by the affixing of the signature of
each of the Trustees to one of such counterpart signature pages. All of such
counterpart signature pages shall be read as though one, and they shall have the
same force and effect as though all of the signers had signed a single signature
page.


                                       14
<PAGE>   17


         IN WITNESS WHEREOF, the undersigned have caused these presents to be
executed as of the day and year first above written.


                                    -----------------------------
                                    Raymond D. Fortin
                                    Regular Trustee


                                    -----------------------------
                                    Donald T. Heroman
                                    Regular Trustee


                                    -----------------------------
                                    Kenneth R. Houghton
                                    Regular Trustee


                                    FIRST CHICAGO DELAWARE INC.,
                                     as Delaware Trustee


                                    By:
                                        ---------------------------
                                        John R. Prendiville
                                        Vice President


                                    THE FIRST NATIONAL BANK OF CHICAGO, as
                                    Institutional Trustee


                                    By:
                                        ---------------------------
                                          John R. Prendiville
                                          Vice President


                                     SUNTRUST BANKS, INC., as Sponsor


                                    By:
                                        ---------------------------
                                          Raymond D. Fortin
                                          Senior Vice President


                                       15
<PAGE>   18



                                    EXHIBIT A

                              (begins on next page)


<PAGE>   19


                              CERTIFICATE OF TRUST

         The undersigned, the trustees of SunTrust Capital IV, desiring to form
a business trust pursuant to Delaware Business Trust Act, 12 Del. C. ss. 3810 et
seq., hereby certify as follows:

                  (a)      The name of the business trust being formed hereby
         (the "Trust") is "SunTrust Capital IV."

                  (b)      The name and business address of the trustee of the
         Trust which has its principal place of business in the State of
         Delaware is as follows:

                           First Chicago Delaware Inc.
                           300 King Street
                           Wilmington, DE  19801

                  (c)      This Certificate of Trust shall be effective as of
         the date of filing.

Dated:  February 10, 1998
                                         -----------------------------
                                         Raymond D. Fortin
                                         Regular Trustee

                                         -----------------------------
                                         Donald T. Heroman
                                         Regular Trustee

                                         -----------------------------
                                         Kenneth R. Houghton
                                         Regular Trustee

                                         FIRST CHICAGO DELAWARE INC., as
                                         Delaware Trustee

                                         By:
                                             --------------------------
                                               John R. Prendiville
                                               Vice President

                                         THE FIRST NATIONAL BANK OF CHICAGO,
                                         as Institutional Trustee

                                         By:
                                             --------------------------
                                              John R. Prendiville
                                              Vice President