<PAGE>
- --------------------------------------------------------------------------------
Form 10-K
- --------------------------------------------------------------------------------
Crestar Financial Corporation And Subsidiaries
FORM 10-K -- ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended December 31, 1993
-----------------------------------------------------
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission file Number 1-7083
--------------------------------------------------------
Crestar Financial Corporation
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
State of Virginia 54-0722175
- -------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
919 East Main Street, Post Office Box 26665, Richmond, VA 23261-6665
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (804)782-5000
-----------------------------
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
Common Stock $5 Par Value New York Stock Exchange
- -------------------------------------------------------------------------------
Securities registered pursuant to Section 12(g) of the Act:
5% Convertible Subordinated Debentures Due 1994
- -------------------------------------------------------------------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
[X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.
[ ]
The aggregate market value (average of the high and low prices) of Crestar
Financial Corporation voting stock held by non-affiliates as of January 31,
1994 was $1,567,600,425.
As of January 31, 1994, Crestar Financial Corporation had 37,333,901 shares of
Common Stock $5 Par Value outstanding.
The Proxy Statement of the annual meeting of shareholders to be held April 22,
1994 is incorporated by reference in Part III of this Form 10-K.
Page 10
<PAGE>
- -------------------------------------------------------------------------------
Management's Discussion And Analysis Of Operations And Financial Condition
- -------------------------------------------------------------------------------
Crestar Financial Corporation And Subsidiaries
This commentary provides an overview of Crestar Financial Corporation's
(Crestar or the Corporation) financial condition, changes in financial
condition and results of operations for the years 1991 through 1993. The
following discussion should assist readers in their analysis of the
accompanying consolidated financial statements and supplemental financial
information.
Earnings Overview
Crestar Financial Corporation reported net income of $140.5 million in 1993, a
76% increase over the $79.8 million earned in 1992. Net income for 1992 of
$79.8 million was 136% higher than 1991. These increases reflected the
continued positive effects of lower credit costs, growth in noninterest income
and management of controllable expenses.
The key profitability measures of return on average assets and return on
average total shareholders' equity improved in 1993 over 1992 as a result of
significantly increased earnings. These ratios, along with other selected
earnings and balance sheet information for each of the years in the five-year
period ended December 31, 1993, are shown in Table 1.
Primary earnings per share of $3.68 in 1993 increased 59% over 1992
following an increase of
Table 1 Selected Financial Information
<TABLE>
<CAPTION>
Dollars in thousands, except per share data
Results Of Operations (for the year): 1993 1992 1991 1990 1989
<S> <C> <C> <C> <C> <C>
Income from earning assets $ 832,629 $ 863,677 $ 979,146 $ 1,097,824 $ 1,030,233
Net interest income 527,012 482,144 421,135 414,179 380,190
Provision for loan losses 48,775 99,242 209,522 131,055 44,846
Net Income 140,491 79,801 33,761 61,145 103,848
Preferred dividend requirements 2,221 2,475 2,576 2,661 2,888
Income applicable to
common shares 138,270 77,326 31,185 58,484 100,960
Earnings Per Share
Primary:
Net Income $ 3.68 $ 2.32 $ .98 $ 1.87 $ 3.28
Average shares
outstanding (000s) 37,587 33,286 31,921 31,218 30,739
Fully diluted:
Net Income $ 3.67 $ 2.32 $ .98 $ 1.87 $ 3.25
Average shares
outstanding (000s) 37,665 33,369 31,946 31,238 31,110
Dividends declared
per common share $ 1.14 $ .80 $ .86 $ 1.32 $ 1.20
===============================================================================================================
Financial Condition (at December 31):
Total assets $13,286,947 $12,674,717 $11,828,261 $11,881,150 $11,360,817
Long-term debt 191,156 210,430 161,865 168,424 170,146
Total equity 1,062,477 958,905 794,922 771,306 750,340
===============================================================================================================
Selected Ratios (for the year):
Return on average assets 1.12% .67% .30% .52% .97%
Equity leverage 12.12x 14.20x 14.50x 15.03x 14.81x
Return on average total equity 13.53% 9.50% 4.28% 7.87% 14.43%
Return on average common equity 13.90 9.73 4.19 7.99 15.06
Net interest margin 4.78 4.67 4.29 4.22 4.36
Dividend payout ratio:
On common stock 30.56 34.46 87.98 70.46 36.19
On common and preferred stock 31.66 36.49 88.90 71.75 37.96
Equity formation rate 9.24 6.04 .47 2.22 8.95
Based on averages:
Total equity to total assets 8.25 7.04 6.90 6.65 6.75
Net loans to total equity 6.57x 8.01x 9.22x 10.00x 10.67x
===============================================================================================================
</TABLE>
Page 11
<PAGE>
- -------------------------------------------------------------------------------
Management's Discussion
- -------------------------------------------------------------------------------
Crestar Financial Corporation And Subsidiaries
137% in 1992. Significant items affecting the change in primary earnings per
share for 1993 and 1992 are summarized in Table 2. Each applicable item is net
of federal income taxes computed using a 35% rate for 1993 and a 34% rate for
1992 and 1991.
Mergers And Acquisitions
During 1993, Crestar continued to enhance its presence in current markets
through the completion of two acquisitions and the announcement of five
additional acquisitions, two of which have been consummated in January 1994.
In May 1993, Crestar acquired CFS Financial Corporation (CFS), located in
northern Virginia. Initially, over $650 million in deposits and 19 branches
were added to Crestar's existing network. For the year ended December 31,
1993, the CFS acquisition contributed approximately $.05 per share to
consolidated earnings. In June 1993, Crestar acquired from the Federal Deposit
Insurance Corporation deposits and selected assets of City National Bank of
Washington, a one-branch institution closed by the Office of the Comptroller
of the Currency. Total deposits of approximately $21 million were acquired.
In January 1994, Crestar Mortgage Corporation acquired Mortgage Capital
Corporation, a privately held wholesale mortgage production company based in
St. Paul, Minnesota. Mortgage Capital Corporation originated approximately
$500 million in residential mortgages in 1993. Also in January 1994, Crestar
Table 2 Analysis Of Primary Earnings Per Share
<TABLE>
<CAPTION>
1993 1992
vs. vs.
1992 1991
<S> <C> <C>
Earnings Per Share --
prior period $2.32 $ .98
- ------------------------------------------------------------------
Interest income (.60) (2.40)
Interest expense 1.31 3.50
Provision for loan losses .87 2.18
Securities gains or losses (.02) (.88)
Other noninterest income .54 .58
Foreclosed properties expense .47 (.96)
Other noninterest expense (.83) (.95)
Income taxes (.11) .31
Increased shares outstanding (.27) (.04)
- ------------------------------------------------------------------
Net increase 1.36 1.34
- ------------------------------------------------------------------
Earnings Per Share --
current period $3.68 $ 2.32
==================================================================
</TABLE>
Financial Corporation acquired Virginia Federal Savings Bank, headquartered in
Richmond, Virginia. Total deposits of approximately $500 million were added at
the time of acquisition. Financial results for 1993 do not include these two
1994 purchase method acquisitions.
In the fourth quarter of 1993, Crestar announced that it had signed
definitive agreements to purchase Providence Savings and Loan Association of
Vienna, NVR Savings Bank of McLean and Annapolis Bancorp, Inc. of Maryland.
Deposits totaling over $1.0 billion are expected to be added in 1994 as a result
of these three transactions. Financial statement note 2 contains additional
information concerning mergers and acquisitions.
Common Stock And Dividends
On December 31, 1993, Crestar's common stock price was $41-7/8, up 7% from the
December 31, 1992 closing price of $39. This growth compares favorably with
the performance of the Keefe Index, which increased 3%. The Keefe Index is a
composite of bank stocks tracked by Keefe, Bruyette and Woods, Inc., a widely
known banking industry analyst and investment banking company.
During the third quarter of 1993, Crestar's common stock began trading on
the New York Stock Exchange under the symbol "CF." Previously, Crestar common
stock was traded on the over-the-counter market and quoted on the National
Market System of NASDAQ (National Association of Securities Dealers Automated
Quotations). Book value per common share was $28.32 at December 31, 1993. The
year-end common stock price of $41-7/8 was 1.48x book value. Total market
capitalization at December 31, 1993 was $1.6 billion. On the basis of 1993
fully diluted earnings per share of $3.67 and the year-end market price of
$41-7/8, the December 31, 1993 price/earnings ratio was 11.4x.
Dividends declared in 1993 were $1.14 per common share, compared with $.80
per share in 1992 ($.20 per quarter). Reflecting improved earnings, the common
dividend was increased three times during 1993. The current quarterly dividend
of $.33 per share, or $1.32 on an annualized basis, represents a level
equivalent to Crestar's pre-recession dividends declared. The Corporation's
objective is to pay dividends of approximately 30% to 40% of earnings to common
shareholders. Common dividends declared in 1993 were 31% of net income
Page 12
<PAGE>
Table 3 Capital Adequacy
<TABLE>
<CAPTION>
Dollars in thousands
Risk-Adjusted Capital at December 31 1993 1992
<S> <C> <C>
Tier 1 Capital:
Shareholders' equity $ 1,062,477 $ 958,905
Goodwill and other adjustments (48,260) (26,263)
- --------------------------------------------------------------------------------------------
Total Tier 1 capital 1,014,217 932,642
- --------------------------------------------------------------------------------------------
Tier 2 Capital:
Allowable long-term debt 164,964 190,448
Allowable allowance for loan losses net of other adjustments 120,691 112,572
- --------------------------------------------------------------------------------------------
Total Tier 2 capital 285,655 303,020
- --------------------------------------------------------------------------------------------
Total risk-adjusted capital 1,299,872 1,235,662
- --------------------------------------------------------------------------------------------
Risk-adjusted assets, net of allowance 9,623,545 9,004,928
Fourth quarter average assets, net of adjustments 12,874,009 12,141,063
Risk-adjusted capital ratios:
Tier 1 10.5% 10.4%
Total 13.5 13.7
Tier 1 leverage ratio 7.9 7.7
- --------------------------------------------------------------------------------------------
Other Capital Ratios
Average equity to:
Average total assets 8.25 7.04
Average loans, net of unearned income 15.19 12.48
Equity leverage 12.12x 14.20x
Equity formation rate 9.24% 6.04%
Period-end equity to assets 8.00 7.57
Tangible leverage ratio 7.3 7.0
============================================================================================
</TABLE>
Page 13
<PAGE>
- -------------------------------------------------------------------------------
Management's Discussion
- -------------------------------------------------------------------------------
Crestar Financial Corporation And Subsidiaries
Table 4 Average Balances, Net Interest Income And Rate/Volume Analysis/1/
<TABLE>
<CAPTION>
Dollars in millions
Average Balance Yield/Rate
- ---------------------- ---------------------
1993 1992 1991 1993 1992 1991
- ------ ------ ------ ----- ----- -----
<C> <C> <C> <C> <C> <C> <S>
$ $ $ % % %
2,459 2,716 3,169 7.62 8.16 9.49 Commercial loans
263 309 372 8.53 8.86 10.55 Tax-exempt loans
1,450 1,373 1,400 8.78 10.73 11.33 Instalment loans
701 538 526 13.67 15.12 15.62 Bank card loans
1,734 1,442 1,186 7.77 8.87 10.00 Real estate loans
229 346 620 7.06 6.54 8.21 Construction loans
-- 1 2 10.72 5.25 6.79 Foreign loans
- -------------------------------------------------------------------------------------------
6,836 6,725 7,275 8.54 9.34 10.31 Total loans -- net of unearned income/2/
- -------------------------------------------------------------------------------------------
1,684 2,351 1,755 6.83 6.98 8.76 Taxable investment securities
100 132 159 10.28 10.66 11.09 Tax-exempt investment securities
29 33 30 6.17 8.61 10.74 Common and preferred stocks
- -------------------------------------------------------------------------------------------
1,813 2,516 1,944 7.01 7.19 8.98 Total investment securities
- -------------------------------------------------------------------------------------------
1,591 65 207 5.36 6.49 9.17 Securities held for sale
- -------------------------------------------------------------------------------------------
676 989 738 3.49 3.81 5.79 Money market investments
- -------------------------------------------------------------------------------------------
368 368 157 6.85 7.75 9.22 Mortgage loans held for sale
- -------------------------------------------------------------------------------------------
11,284 10,663 10,321 7.49 8.25 9.70 Total earning assets
===========================================================================================
1,630 1,444 1,025 2.33 3.07 4.60 Interest checking deposits
2,280 2,316 1,683 2.57 3.28 5.36 Money market deposit accounts
1,103 781 405 2.82 3.42 4.90 Regular savings deposits
571 754 943 3.13 4.66 6.65 Money market certificates
2,127 2,439 2,557 4.55 5.59 7.24 Other domestic time deposits
- -------------------------------------------------------------------------------------------
7,711 7,734 6,613 3.14 4.12 6.12 Total interest-bearing core deposits
- -------------------------------------------------------------------------------------------
44 116 463 4.46 6.59 7.33 Certificates of deposit $100,000 and over
2 4 18 2.88 3.28 6.63 Deposits in foreign offices
1,456 1,132 1,779 3.01 3.37 5.71 Short-term borrowings
- -------------------------------------------------------------------------------------------
1,502 1,252 2,260 3.05 3.66 6.05 Purchased liabilities
- -------------------------------------------------------------------------------------------
215 186 163 8.12 9.25 9.95 Long-term debt
- -------------------------------------------------------------------------------------------
9,428 9,172 9,036 3.24 4.16 6.18 Total interest-bearing liabilities
1,856 1,491 1,285 Other sources -- net
- -------------------------------------------------------------------------------------------
11,284 10,663 10,321 2.71 3.58 5.41 Total sources of funds
- -------------------------------------------------------------------------------------------
4.78 4.67 4.29 Net Interest Margin/Income
===========================================================================================
</TABLE>
1 Income and yields are computed on a tax-equivalent basis using the statutory
federal income tax rate, exclusive of the alternative minimum tax and
nondeductible interest expense, and the tax-equivalent adjustment to interest
income was $12.6 million, $16.0 million and $22.1 million for 1993, 1992 and
1991, respectively
2 Nonaccrual loans are included in the average loan balances and income on such
loans is recognized on a cash basis
available to common shareholders compared with 34% in 1992. In 1991, a year
during which economic conditions depressed earnings performance and asset
growth, common dividends declared represented 88% of net income available to
common shareholders.
Capital Resources And Adequacy
Crestar's capital position continued to strengthen as evidenced by significant
equity growth and strong capital ratios. Average shareholders' equity grew 24%,
6% and 2% in 1993, 1992 and 1991, respectively. The 1993 increase was primarily
attributable to
Page 14
<PAGE>
<TABLE>
<CAPTION>
In thousands 1993 vs. 1992 1992 vs. 1991
----------------------------------- ---------------------------------
Income/Expense/3/ Change due to/4/ Change due to/4/
-------------------------------- Increase -------------------- Increase ------------------
1993 1992 1991 (Decrease) Rate/5/ Volume (Decrease) Rate/5/ Volume
------- ------- ------- ---------- -------- ------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ $ $ $ $ $ $ $ $
187,449 221,658 300,681 (34,209) (13,307) (20,902) (79,023) (36,904) (42,119)
22,418 27,414 39,245 (4,996) (879) (4,117) (11,831) (5,228) (6,603)
127,332 147,307 158,596 (19,975) (28,229) 8,254 (11,289) (8,337) (2,952)
95,923 81,409 82,223 14,514 (10,046) 24,560 (814) (2,636) 1,822
134,666 127,868 118,679 6,798 (18,984) 25,782 9,189 (15,622) 24,811
16,171 22,591 50,875 (6,420) 1,173 (7,593) (28,284) (6,124) (22,160)
14 74 100 (60) 5 (65) (26) (22) (4)
- ------------------------------------------------------------------------------------------------------------
583,973 628,321 750,399 (44,348) (54,692) 10,344 (122,078) (66,543) (55,535)
- ------------------------------------------------------------------------------------------------------------
115,118 164,058 153,793 (48,940) (2,554) (46,386) 10,265 (42,016) 52,281
10,233 14,047 17,680 (3,814) (378) (3,436) (3,633) (564) (3,069)
1,803 2,863 3,168 (1,060) (716) (344) (305) (707) 402
- ------------------------------------------------------------------------------------------------------------
127,154 180,968 174,641 (53,814) (3,391) (50,423) 6,327 (45,147) 51,474
- ------------------------------------------------------------------------------------------------------------
85,331 4,234 18,987 81,097 (17,929) 99,026 (14,753) (1,751) (13,002)
- ------------------------------------------------------------------------------------------------------------
23,580 37,630 42,755 (14,050) (2,144) (11,906) (5,125) (19,608) 14,483
- ------------------------------------------------------------------------------------------------------------
25,191 28,522 14,443 (3,331) (3,311) (20) 14,079 (5,400) 19,479
- ------------------------------------------------------------------------------------------------------------
845,229 879,675 1,001,225 (34,446) (85,445) 50,999 (121,550) (154,223) 32,673
============================================================================================================
38,001 44,278 47,164 (6,277) (11,959) 5,682 (2,886) (22,178) 19,292
58,496 75,936 90,174 (17,440) (16,275) (1,165) (14,238) (48,117) 33,879
31,091 26,749 19,823 4,342 (6,661) 11,003 6,926 (11,503) 18,429
17,861 35,137 62,692 (17,276) (17,369) 93 (27,555) (14,925) (12,630)
96,849 136,344 185,207 (39,495) (39,717) 222 (48,863) (40,454) (8,409)
- ------------------------------------------------------------------------------------------------------------
242,298 318,444 405,060 (76,146) (75,216) (930) (86,616) (155,495) 68,879
- ------------------------------------------------------------------------------------------------------------
1,975 7,651 33,927 (5,676) (944) (4,732) (26,276) (851) (25,425)
68 145 1,209 (77) (9) (68) (1,064) (148) (916)
43,787 38,096 101,614 5,691 (5,190) 10,881 (63,518) (26,484) (37,034)
- ------------------------------------------------------------------------------------------------------------
45,830 45,892 136,750 (62) (9,210) 9,148 (90,858) (29,783) (61,075)
- ------------------------------------------------------------------------------------------------------------
17,489 17,197 16,201 292 (2,435) 2,727 996 (1,298) 2,294
- ------------------------------------------------------------------------------------------------------------
305,617 381,533 558,011 (75,916) (86,644) 10,728 (176,478) (184,907) 8,429
- ------------------------------------------------------------------------------------------------------------
305,617 381,533 558,011 (75,916) (98,224) 22,308 (176,478) (195,039) 18,561
- ------------------------------------------------------------------------------------------------------------
539,612 498,142 443,214 41,470 12,779 28,691 54,928 40,816 14,112
============================================================================================================
</TABLE>
/3/ Includes tax-equivalent net loan fees of $8.6 million, $10.0 million and
$9.0 million for 1993, 1992 and 1991, respectively
/4/ Variances are computed on a line-by-line basis and are non-additive
/5/ Variances caused by the change in rate times the change in balances are
allocated to rate
higher earnings, the issuance of 1.4 million shares of common stock in
connection with the May 1993 CFS acquisition, and the October 1992 public
issuance of 3.5 million shares which was not fully reflected in average
shareholders' equity until 1993. Two treasury stock programs, totaling 950,000
shares, were authorized in 1993. During the year, the Corporation purchased and
retired 522,300 shares of common stock at an average price of $40.31 per share,
primarily to meet the needs of the dividend reinvestment plan and in
anticipation of common stock to be issued in the 1994 purchase of Annapolis
Bancorp, Inc.
Page 15
<PAGE>
- -------------------------------------------------------------------------------
Management's Discussion
- -------------------------------------------------------------------------------
Crestar Financial Corporation And Subsidiaries
In December 1993 all 900,000 shares of Crestar's Adjustable Rate Preferred Stock
Series B were redeemed with low-cost funds at 103% of the stock's stated value,
or $51.50 per share, plus accrued and unpaid dividends. The Consolidated
Statements of Changes in Shareholders' Equity provide details of these and other
equity transactions.
Because 1993 growth in average equity of 24% outpaced the 6% growth in
average assets, the average equity to assets ratio increased more than 120 basis
points over 1992 and the year-end equity leverage ratio (defined as average
total assets divided by average total shareholders' equity) decreased from
14.20x in 1992 to 12.12x in 1993. Significant equity growth also affected other
ratios, as shown in Table 3. A key measure of equity's ability to absorb losses
is the ratio of average equity to average loans. This measure increased 271
basis points to 15.19% for 1993. The equity formation rate (calculated as net
income less dividends declared divided by average total equity) increased to
9.24% in 1993 from 6.04% in 1992.
Risk-based capital ratios are another measure of capital adequacy. At
December 31, 1993, Crestar's consolidated risk-adjusted capital ratios were
10.5% for Tier 1 and 13.5% for total capital, well above the required minimums
of 4.0% and 8.0%, respectively. These ratios are calculated using regulatory
capital (either Tier 1 or total capital) as the numerator and both on- and off-
balance sheet assets as the denomi nator. Tier 1 capital consists primarily of
common equity less goodwill and certain other intangible assets. Total capital
adds certain debt instruments and a portion of the allowance for loan losses to
Tier 1 capital. One of four risk weights, primarily based on credit risk, is
applied to both on- and off-balance sheet assets to determine the asset
denominator. Under Federal Deposit Insurance Corporation (FDIC) rules, each of
Crestar's three subsidiary banks was considered "well-capitalized," the highest
category of capitalization defined by the regulators allowing for the lowest
level of FDIC insurance premium payments, as of December 31, 1993.
Additional regulatory capital measures include the Tier 1 leverage ratio
and the tangible leverage ratio. The Tier 1 leverage ratio is defined as Tier 1
capital divided by average total assets less goodwill and certain other
intangibles and has a regulatory minimum of 3.0%, with most institutions
required to maintain a ratio of at least 4.0% to 5.0% depending primarily upon
risk profiles. At December 31, 1993, Crestar's Tier 1 leverage ratio was 7.9%.
The tangible leverage ratio is calculated by excluding intangibles from both
assets and capital and is utilized by the Federal Reserve Board in evaluating
proposals for expansion or acquisitions. At December 31, 1993, Crestar's
tangible leverage ratio was 7.3%, well within accepted Federal Reserve Board
ranges.
A double leverage ratio of over 100% measures the extent to which the
equity capital of subsidiaries is
Page 16
<PAGE>
supported by Parent Company debt rather than equity. Calculated as the
investment in its subsidiaries divided by its own equity accounts, Crestar
Financial Corporation's double leverage was 97% at December 31, 1993, basically
unchanged from 96% at December 31, 1992 and down from 100% at December 31, 1991.
Financial statement note 21 contains Parent Company financial statements.
In September 1993, Crestar filed a shelf registration statement with the
Securities and Exchange Commission. Under this registration statement, the
Corporation may issue in the future up to $300 million in subordinated debt
securities, preferred stock or common stock, or any combination thereof. Also in
September 1993, the 73/4% debentures due 1997 were redeemed at par value.
Net Interest Income And Net Interest Margin
The fundamental source of Crestar's earnings, net interest income, is defined as
the difference between income on earning assets and the cost of funds supporting
those assets. Significant categories of earning assets are loans and securities
while deposits and short-term borrowings represent the major portion of
interest-bearing liabilities. The level of net interest income is impacted
primarily by variations in the volume and mix of these assets and liabilities,
as well as changes in the levels of interest rates.
Net interest income in Table 4 is presented on a tax-equivalent basis to
enhance the comparability of assets with different tax attributes. This
comparability is achieved through increasing interest income on tax-exempt
assets by an amount equal to the Federal income taxes which would have been paid
had the income been fully taxable. This tax-equivalent adjustment is based on
the applicable statutory federal corporate income tax rate of 35% in 1993 and
34% in 1992 and 1991, and resulted in an increase to pre-tax income from earning
assets in 1993, 1992 and 1991 of $12.6 million, $16.0 million and $22.1 million,
respectively. On a tax-equivalent basis, net interest income increased $41.5
million or 8% in 1993 following a $54.9 million or 12% rise in 1992. These
increases reflect an increase in average earning assets of 6% in 1993 and 3% in
1992 as well as an improved rate environment in both years.
The net interest margin is calculated as tax-equivalent net interest income
divided by average earning assets and represents the Corporation's net yield
on its earning assets. In 1993, the net interest margin of 4.78% improved 11
basis points from 4.67% in 1992. From 1991 to 1992, the net interest margin
improved 38 basis points, reflecting the benefit of substantial growth in core
deposits. Significant items affecting the change in the net interest margin
from 1992 to 1993 are summarized in Table 5.
Positive influences on the 1993 margin resulted from a change in balance
sheet mix and lower levels of nonperforming assets. Changes in balance sheet mix
increased the 1993 net interest margin by approximately 29 basis points. On the
funding side, reduced higher-cost term deposits coupled with growth in
noninterest-bearing sources of funds (primarily shareholders' equity and net
demand deposits) provided a 17 basis point benefit to the 1993 net interest
margin. On the asset side, reduced levels of lower-yielding money market
investments and a shift in loan mix from commercial loans to higher-yielding
consumer loans aided the 1993 margin by approximately 12 basis points.
As nonperforming assets continued to decline, a corresponding decrease
occurred in their negative impact on the net interest margin. The lower levels
of nonperforming assets in 1993 had a favorable impact on the net interest
margin of approximately 8 basis points. Additional income of approximately
$9.3 million for 1993 and $22.7 million for 1992 would have been realized had
all nonperforming assets performed as originally expected.
The benefits from off-balance sheet hedging activities (primarily interest
rate swaps) declined in 1993 compared with 1992 as the notional principal on
swaps was reduced significantly in 1993 due to maturities. Off-balance sheet
hedging activities contributed $34.3 million to net interest income in 1993,
compared with $58.4 million in 1992. The
Page 17
<PAGE>
- -------------------------------------------------------------------------------
Management's Discussion
- -------------------------------------------------------------------------------
Crestar Financial Corporation And Subsidiaries
Table 5 Analysis Of Net Interest Margin
<TABLE>
<CAPTION>
Percent of Average
Margin Change Earning Assets
------------- ------------------
1993 vs. 1992 1993 1992
<S> <C> <C> <C>
Earning Asset Mix: 12 bp
Loans -- net of unearned income 60.5% 63.1%
Investment securities and securities held for sale 30.2 24.2
Money market investments 6.0 9.3
Mortgage loans held for sale 3.3 3.4
Funding Mix: 17
Interest-bearing core deposits 68.3 72.5
Purchased liabilities 13.3 11.8
Other sources -- net 16.5 14.0
Long-term debt 1.9 1.7
Decreased nonperforming assets 8
Off-balance sheet hedges (23)
Interest rate changes (1)
Other (2)
- ------------------------------------------------------------------------------------------
Net Interest Margin 11 bp 4.78% 4.67%
==========================================================================================
</TABLE>
reduction equated to a 23 basis point negative impact on the 1993 net interest
margin.
The May 1993 CFS acquisition added approximately $18.2 million to Crestar's
1993 net interest income. The impact on Crestar's 1993 net interest margin from
CFS was insignificant.
Provision And Allowance For Loan Losses
Both the amount of the provision and the level of the allowance for loan losses
are impacted by many factors, including general economic conditions, actual and
prospective credit losses, loan performance measures, historical trends, and
other circumstances, both internal and external. The amount of the provision for
loan losses is established based on evaluations of the adequacy of the allowance
for loan losses. Individual loan-by-loan reviews are performed on large
commercial and real estate exposures in lower quality regulatory risk ratings.
Smaller commercial and real estate credits are analyzed utilizing a formula-
based approach that encompasses the risk factors discussed above. Loan loss
allowances for the various consumer credit portfolios are based on historical
and anticipated losses and on current and projected characteristics of the
various portfolios. Management's evaluation and resulting provision and
allowance decisions are reviewed by the Board of Directors on a quarterly basis.
Crestar's credit quality continued to reflect significant improvement in
1993. Total credit costs, defined as the provision for loan losses and
foreclosed properties expense, were $81.8 million in 1993, a reduction of $77.6
million or 49% from $159.4 million in 1992. Crestar made provisions for loan
losses of $48.8 million in 1993, down $50.5 million or 51% from 1992. This
paralleled a 53% decrease in the provision for loan losses in 1992. Poor
economic conditions and the accompanying deterioration in the quality of the
commercial and real estate loan portfolios resulted in a provision for loan
losses of $209.5 million in 1991.
As a result of the continued improved credit quality noted above, 1993 net
charge-offs of $64.8 million were down $49.1 million or 43% from 1992. In both
1993 and 1992, charge-offs related to real estate developers and investors
(REDI) contributed disproportionately to total net charge-offs, comprising 49%
of total net charge-offs in 1993 and 55% in 1992. The REDI designation is based
on borrower type and encompasses non-owner occupied real estate and construction
loans as well as other forms of credit extended to real estate developers or
investors. Total REDI charge-offs for 1993 were $31.8 million, down $31.1
million or 49% from 1992. As a percent of average REDI loans, net charge-offs
were 2.8% in 1993 and 5.0% in 1992. Current expectations are that the 1994 ratio
of total net charge-offs to average loans will improve from 1993, although
growth in consumer loan categories, which tend to have higher loss ratios than
commercial loans, may mitigate some of the improvement from real estate-related
losses. This expectation is based upon assumptions regarding the general
economic climate in Crestar's principal
Page 18
<PAGE>
Table 6 Allowance For Loan Losses
<TABLE>
<CAPTION>
Dollars in thousands 1993 1992 1991 1990 1989
<S> <C> <C> <C> <C> <C>
Beginning balance $ 205,017 $ 210,004 $ 149,375 $ 93,160 $ 90,595
- -------------------------------------------------------------------------------------------------------------
Allowance from acquisitions 22,000 9,700 1,850 2,012 --
- -------------------------------------------------------------------------------------------------------------
Provision for loan losses 48,775 99,242 209,522 131,055 44,846
- -------------------------------------------------------------------------------------------------------------
Loans charged off:
Commercial 28,491 44,224 68,512 31,007 19,134
Instalment 9,289 11,031 14,307 13,505 14,994
Bank card 21,064 24,458 26,078 18,465 16,977
Real estate 25,182 21,285 24,549 9,753 4,303
Construction 5,307 29,664 32,735 16,095 597
Foreign -- -- -- -- --
- -------------------------------------------------------------------------------------------------------------
Total loans charged off 89,333 130,662 166,181 88,825 56,005
- -------------------------------------------------------------------------------------------------------------
Recoveries:
Commercial 9,752 5,320 4,438 3,235 3,634
Instalment 4,851 5,330 5,909 5,463 7,358
Bank card 4,882 4,707 3,612 2,624 2,349
Real estate 847 328 1,029 400 239
Construction 4,092 1,020 32 5 131
Foreign 75 28 418 246 13
- -------------------------------------------------------------------------------------------------------------
Total recoveries 24,499 16,733 15,438 11,973 13,724
- -------------------------------------------------------------------------------------------------------------
Net charge-offs 64,834 113,929 150,743 76,852 42,281
- -------------------------------------------------------------------------------------------------------------
Allowance, December 31:
Commercial 63,000 86,000 97,000 65,000 45,000
Instalment 14,000 13,000 9,000 7,500 7,500
Bank card 20,000 12,000 11,500 10,000 10,000
Real estate 50,000 48,000 41,000 27,500 6,000
Construction 16,000 16,000 34,000 25,500 6,000
Foreign 8 17 500 3,000 4,688
Unallocated 47,950 30,000 17,004 10,875 13,972
- -------------------------------------------------------------------------------------------------------------
Balance, December 31 $ 210,958 $ 205,017 $ 210,004 $ 149,375 $ 93,160
=============================================================================================================
Loans:
Total at year end $7,287,122 $6,581,721 $7,065,786 $7,680,210 $7,769,288
Average during year 6,836,478 6,725,311 7,275,301 7,767,200 7,682,132
Net charge-offs to:
Average total loans .95% 1.69% 2.07% .99% .55%
Provision for loan losses 132.92 114.80 71.95 58.64 94.28
Allowance for loan losses to:
Year-end loans 2.89 3.11 2.97 1.94 1.20
Net charge-offs 3.25x 1.80x 1.39x 1.94x 2.20x
Net charge-offs earnings coverage 3.89 1.74 1.65 2.63 3.92
=============================================================================================================
</TABLE>
Page 19
<PAGE>
- -------------------------------------------------------------------------------
Management's Discussion
- -------------------------------------------------------------------------------
Crestar Financial Corporation And Subsidiaries
Table 7 Noninterest Income
<TABLE>
<CAPTION>
In thousands 1993 1992 1991 1990 1989
<S> <C> <C> <C> <C> <C>
Service charges on deposit accounts $ 79,419 $ 73,944 $ 57,953 $ 45,946 $ 37,146
Trust and investment advisory 57,440 51,007 48,322 45,169 42,043
Bank card-related 27,500 23,141 22,694 22,072 21,971
Mortgage servicing 15,371 13,637 13,363 12,918 9,514
Mortgage origination -- net 20,631 16,631 9,504 6,331 5,758
Automated teller machine fees 9,355 7,925 5,463 4,073 3,185
Trading account activities 4,415 6,880 8,295 4,222 5,292
Commissions on letters of credit 7,272 5,081 5,899 5,651 5,559
Safe deposit box rental 2,239 3,282 3,033 2,318 2,260
Annuities 4,347 1,816 869 703 373
Mutual funds 3,379 1,104 224 173 123
Insurance 2,234 2,190 2,236 2,205 1,884
Gain on sale of mortgage
servicing rights 3,600 1,761 -- 281 1,603
Gain on pension settlement -- -- 2,236 -- 1,072
Miscellaneous 8,826 6,429 5,573 2,530 9,516
Securities gains 2,237 3,563 48,165 12,216 1,052
- ----------------------------------------------------------------------------------------------------
Total noninterest income $248,265 $218,391 $233,829 $166,808 $148,351
====================================================================================================
</TABLE>
markets and the performance characteristics of the loan portfolio, including
Crestar's continued success in resolving remaining nonperforming loans. Changes
in these conditions may produce different results.
The allowance for loan losses at December 31, 1993 was $211 million,
representing 2.89% of year-end loans, and covering 218% of total nonperforming
assets and 264% of total nonperforming loans. Comparative measures at the end of
1992 were $205 million or 3.11% of loans, 93% coverage of total nonperforming
assets and 144% coverage of total nonperforming loans. Improvement in the two
coverage ratios was due to the significant reduction in nonperforming assets.
Detail of the activity in the allowance for loan losses for the past five years
is shown in Table 6. Based on current expectations relative to portfolio
characteristics and performance measures including loss projections, management
considers the level of the allowance adequate. Although the allowance for loan
losses is a general allowance applicable to all loan categories, the allocation
provided in Table 6 is made to provide an indication of the relative risk
assessment of the components of the loan portfolio.
Noninterest Income
Noninterest income increased 14% in 1993 following a 7% decrease in 1992.
Excluding securities gains, noninterest income increased $31.2 million or 15%
over 1992, compared with a 1992 increase of $29.2 million or 16% over 1991. The
1993 increase in noninterest income reflected growth in the core noninterest
income categories of trust and investment advisory income, service charges on
deposit accounts and bank card-related fee income, as well as higher mortgage
servicing and origination income. Trust and investment advisory income increased
$6.4 million or 13% over 1992 due primarily to a higher level of assets under
management. In 1993, trust assets held by Crestar's Trust and Investment
Management Group topped $30 billion, and assets under management totaled $8.4
billion at year-end 1993. Service charges on deposit accounts grew $5.5 million
or 7% over 1992. In 1992, increased income from service charges on deposit
accounts was the most significant contributing factor to higher noninterest
income excluding securities gains. These improvements for both years reflected a
higher transaction deposit base as well as price increases and higher
transaction volume. Bank card-related income rose $4.4 million or 19% in 1993
over 1992, aided by promotional activities that provided a 73% increase in loan
balances from year-end 1992 to 1993. Mortgage origination and servicing-related
income grew $7.6 million or 24% in 1993 following a $9.2 million or 40% increase
in 1992. In both years, higher origination volume generated during the low
interest rate environment and the related refinancing activity, as well as gains
from the sale of mortgage servicing rights, contributed to the increases. In
1993, mortgage originations totaled over $3.0 billion, compared
Page 20
<PAGE>
Table 8 Noninterest Expense
<TABLE>
<CAPTION>
In thousands 1993 1992 1991 1990 1989
<S> <C> <C> <C> <C> <C>
Salaries $216,248 $195,089 $176,113 $167,028 $160,193
Benefits 46,378 38,749 32,908 31,131 33,491
- ----------------------------------------------------------------------------------------------------
Total personnel 262,626 233,838 209,021 198,159 193,684
Occupancy -- net 38,359 35,654 32,683 31,293 28,767
Equipment 24,122 24,011 22,916 23,797 23,749
Communications 21,136 19,334 18,149 17,798 17,921
Stationery, printing and supplies 7,133 6,451 6,086 7,885 8,542
Professional fees and services 13,487 15,898 13,244 9,769 8,085
Loan expense 9,034 8,409 5,797 6,105 5,954
FDIC premiums 22,847 21,003 17,806 10,057 6,958
Advertising and marketing 13,709 8,137 7,866 11,608 12,773
Transportation 5,388 5,357 5,610 5,866 5,692
Outside data services 14,879 11,769 11,923 10,533 8,366
Bank franchise tax 2,810 2,845 3,330 3,201 2,889
Amortization of purchased intangibles 21,926 13,630 12,338 10,154 9,063
Miscellaneous 32,511 35,279 27,019 29,508 27,914
- ----------------------------------------------------------------------------------------------------
Subtotal 489,967 441,615 393,788 375,733 360,357
Foreclosed properties 33,055 60,188 11,833 3,106 2,437
- ----------------------------------------------------------------------------------------------------
Total noninterest expense $523,022 $501,803 $405,621 $378,839 $362,794
====================================================================================================
</TABLE>
with $2.5 billion in 1992. As a consequence, Crestar's loan servicing portfolio
grew to $6.7 billion at December 31, 1993 from $4.8 billion at year-end 1992.
Noninterest Expense
Noninterest expense increased $21.2 million or 4% in 1993 following an increase
of $96.2 million or 24% in 1992. Excluding foreclosed properties expense,
noninterest expense increased 11% in 1993 and 12% in 1992. The 1993 increase
reflected acquisition-related costs as well as expenses incurred in growing
noninterest revenue-generating businesses such as mortgage, investment banking
and bank card. Additional expenses arising from the CFS acquisition were
approximately $11.6 million for 1993. Expense increases in the mortgage and
investment banking and sales groups amounted to approximately $17.2 million over
1992, driven largely by refinance-related amortization of purchased mortgage
servicing rights and volume-based commission expense incentives. Expense
increases in the bank card group were approximately $5.8 million in 1993
reflecting direct promotional expenses and volume-driven staffing increases.
Excluding these direct expenses and the impact of foreclosed properties expense,
noninterest expense increased 4% in 1993.
Foreclosed properties expense of $33.1 million was down $27.1 million or
45% from 1992. Market write-downs on foreclosed properties in 1993 were $4.5
million versus $24.0 million in 1992. Net losses on the sale of foreclosed
properties were $4.9 million in 1993 compared with $1.6 million in 1992. A $6.4
million provision for losses on foreclosed properties was recorded in 1993
compared with a $12.0 million provision recorded in 1992.
Crestar adopted Statement of Financial Accounting Standards No. 106,
"Employers' Accounting for Postretirement Benefits Other Than Pensions" (SFAS
106) in the first quarter of 1993. The effect of adopting this statement was to
increase 1993 employee benefit expense by approximately $2.1 million. Financial
statement note 18 contains additional information regarding SFAS 106.
Statement of Financial Accounting Standards No. 112, "Employers' Accounting
for Postemployment Benefits" was issued in the fourth quarter of 1992. This
Statement, effective in 1994, relates to accounting for benefits provided to
former or inactive employees after employment but before retirement and requires
employers to recognize a liability for such benefits when certain conditions are
met. Crestar expects to incur a pre-tax charge of approximately $2.0 million in
the first quarter of 1994 upon adoption of this accounting standard.
Total capital expenditures for 1993, 1992 and 1991 were approximately $54.6
million, $45.9 million and $45.5 million, respectively. The 1993
Page 21
<PAGE>
- -------------------------------------------------------------------------------
Management's Discussion
- -------------------------------------------------------------------------------
Crestar Financial Corporation And Subsidiaries
figure included expenditures for branch and office refurbishments, and new
branch computer technology. Expenditures in 1994 are anticipated to approximate
$65.0 million and will include amounts for the construction of a new
headquarters building for Crestar Mortgage Corporation.
Income Taxes
In 1993, income tax expense was $63.0 million, up from $19.7 million in 1992 and
$6.1 million in 1991. The 1993 increase was attributable to higher earnings. The
effective tax rates for 1993, 1992 and 1991 were 31.0%, 19.8% and 15.2%,
respectively.
Effective January 1, 1993, Crestar adopted the asset and liability method
of accounting for income taxes as required by Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes." As shown in financial
statement note 13, the effect of adoption was a reduction of first quarter
income tax expense of $540 thousand. Under this method, deferred tax assets and
liabilities are based on the differences between financial statement and tax
basis of assets and liabilities. The tax effects of these differences are
measured using enacted tax rates that will be effective for the period during
which the differences are expected to reverse. A valuation allowance is provided
against deferred tax assets if, and to the extent, it is more likely than not
that the deferred tax assets will not be fully realized. In management's
judgment, no valuation allowance was necessary at December 31, 1993. Deferred
tax expense is measured by the change in the net deferred tax assets or
liabilities for the period.
The Omnibus Budget Reconciliation Act of 1993, enacted in August 1993,
changed the federal corporate income tax rate from 34% to 35% retroactive to
January 1, 1993. The increase in the statutory tax rate did not have a material
impact on Crestar's 1993 income tax expense because the $1.8 million impact of
the tax rate increase was partially offset by a $1.6 million favorable deferred
tax adjustment resulting from revaluing the net deferred tax assets at the new
statutory rate.
Corporations are required to pay the greater of the regular corporate
income tax or the alternative minimum tax (AMT). The excess of the AMT over
regular tax is, generally, a credit available to reduce future income tax
expense. In 1992, income tax expense was reduced by $6.5 million by the
utilization of 1991 and 1990 AMT credit carryforwards.
Liquidity And Interest Sensitivity
Bank liquidity is the ability to meet potential cash outflows promptly and in a
cost-effective manner. Liquidity is provided through the ability to generate new
deposits or borrowings as needed, longer-term investment securities that can
serve as collateral for borrowings, marketable short-term investments, and
maturing loans and investments.
Core deposits provide a typically stable source of liquidity. Interest-
bearing core deposits represented 65% of total funding sources at December 31,
1993 compared with 66% at December 31, 1992. Core deposits are supplemented by
additional sources of liquidity in the form of short-term borrowings and large
CDs, normally available from both national and local markets. While Crestar's
short-term borrowings consist largely of local funds, national sources are also
utilized to acquire term funds. Crestar's liquidity position is actively managed
on a daily basis, monitored regularly by the Asset/Liability Management
Committee (ALCO) and reviewed periodically with the Board of Directors. ALCO's
overall objective is to optimize net interest income within the constraints of
prudent capital adequacy, liquidity needs, the interest rate and economic
outlook, market opportunities, and customer requirements. General strategies to
accomplish this objective include maintaining a strong balance sheet, achieving
solid core deposit growth, accepting manageable interest rate risk, adhering to
conservative financial management practices and following prudent dividend
policies.
Interest sensitivity refers to the volatility of net interest income as a
result of changes in interest rates and is measured in several ways. Crestar's
goal is to limit interest rate exposure to prudent levels as determined by ALCO.
The primary tool used by ALCO is net interest income simulations. A two-year net
interest income forecast based on a "most likely" interest rate forecast is
prepared regularly, as are net interest income forecasts based on alternative
high and low interest rate scenarios. The expected dynamics of the balance
sheet, including shifts in loans and deposits, are included in simulations. The
high- and low-rate forecasts are compared to the "most likely" scenario. ALCO
evaluates and limits the amount of net interest income at risk in the high and
low scenarios.
A second interest sensitivity tool is the quantification of market value
changes for all assets and liabilities given an increase or decrease in interest
Page 22
<PAGE>
Table 9 Interest Sensitivity Analysis
<TABLE>
<CAPTION>
December 31, 1993
In millions Maturity/Rate Sensitivity
-----------------------------------------------------------
within 2-3 4-6 7-12 over
Uses of Funds one month months months months one year Total
<S> <C> <C> <C> <C> <C> <C>
Loans:
Commercial $ 2,014.0 $ 37.6 $ 49.1 $ 50.6 $ 456.8 $ 2,608.1
Tax-exempt 173.0 1.5 2.4 4.5 49.5 230.9
Instalment 669.6 64.9 90.9 225.8 481.7 1,532.9
Bank card 40.2 55.1 32.8 49.3 798.8 976.2
Real estate 485.7 126.4 193.6 187.4 720.8 1,713.9
Construction 187.8 .3 .5 16.7 19.2 224.5
Foreign .7 -- -- -- -- .7
Investment securities 167.4 84.7 67.3 217.4 1,287.8 1,824.6
Securities held for sale 155.7 78.8 62.6 202.3 1,197.6 1,697.0
Money market investments 645.7 -- 4.9 -- -- 650.6
Mortgage loans held for sale 591.2 -- -- -- -- 591.2
- ---------------------------------------------------------------------------------------------------------------------
Total earning assets 5,131.0 449.3 504.1 954.0 5,012.2 12,050.6
Interest sensitivity hedges on assets (81.8) (731.2) (614.0) 20.0 1,407.0 --
- ---------------------------------------------------------------------------------------------------------------------
Total uses $ 5,049.2 $ (281.9) $ (109.9) $ 974.0 $6,419.2 $12,050.6
=====================================================================================================================
Sources of Funds
Interest checking deposits $ 1,791.1 $ -- $ -- $ -- $ -- $ 1,791.1
Money market deposit accounts 2,214.5 -- -- -- -- 2,214.5
Regular savings deposits 1,241.6 -- -- -- -- 1,241.6
Money market certificates and
other domestic time deposits 322.7 416.4 587.0 640.9 669.1 2,636.1
Certificates of deposit
$100,000 and over 23.9 6.3 2.0 7.3 6.4 45.9
Deposits in foreign offices 1.8 -- -- -- -- 1.8
Short-term borrowings 1,616.4 .3 -- -- -- 1,616.7
Long-term debt .1 .3 .3 .6 189.9 191.2
- ---------------------------------------------------------------------------------------------------------------------
Total interest-bearing liabilities 7,212.1 423.3 589.3 648.8 865.4 9,738.9
Other sources - net -- -- -- -- 2,311.7 2,311.7
Interest sensitivity hedges on liabilities 25.0 10.0 -- (35.0) -- --
- ---------------------------------------------------------------------------------------------------------------------
Total sources $ 7,237.1 $ 433.3 $ 589.3 $ 613.8 $3,177.1 $12,050.6
=====================================================================================================================
Cumulative maturity/rate
sensitivity gap $(2,187.9) $(2,903.1) $(3,602.3) $(3,242.1) $ -- $ --
=====================================================================================================================
Adjustments
Beta adjustments:
Interest checking (beta factor .20) $ 1,432.9
Money market accounts
(beta factor .56) 974.4
Regular savings (beta factor .11) 1,105.0
Demand deposit sensitivity (911.7)
- ---------------------------------------------------------------------------------------------------------------------
Cumulative adjusted maturity/rate
sensitivity gap $ 412.7 $ (302.5) $(1,001.7) $ (641.5) $ -- $ --
=====================================================================================================================
</TABLE>
Page 23
<PAGE>
- -------------------------------------------------------------------------------
Management's Discussion
- -------------------------------------------------------------------------------
Crestar Financial Corporation And Subsidiaries
rates. This approach to interest rate risk provides a longer term view of the
risk, capturing all expected future cash flows. Assets and liabilities with
option characteristics are valued based on numerous interest rate path
valuations. The banking industry, including regulators, is moving toward a
market value type of interest sensitivity assessment. Crestar has been
developing this tool and will incorporate it as another component of interest
rate risk management to supplement the results achieved through simulation.
The final interest rate risk tool used by Crestar is the interest rate
"gap," or mismatch in repricing between interest-sensitive assets and
liabilities, which provides a general indication of interest sensitivity at a
specific point in time. Although crude by today's standards, it remains the most
commonly available interest rate risk measurement technique. Table 9 reflects
the earlier of the maturity or repricing dates for various assets and
liabilities at December 31, 1993. At that point in time, Crestar had a
cumulative negative six-month gap with $3.6 billion excess of interest-sensitive
sources of funds over uses of funds. This generally indicates that earnings
should improve in a declining interest rate environment as liabilities reprice
more quickly than assets. The opposite would be true of a positive, or asset-
sensitive, gap.
In addition to the traditional gap measurement presentation, Table 9 also
presents interest sensitivity on an adjusted basis. The first of the
adjustments reflects the tendency for movements in consumer deposit rates to
lag movements in open market rates. This adjustment is made through the use of
beta factors, which recognize that certain consumer deposit rates are less
interest-sensitive than open market rates. These beta factors are based on a
historic ratio of actual changes in consumer deposit rates to changes in
market rates. In addition to a beta adjustment, the table also incorporates an
adjustment to reflect the sensitivity of much of the Corporation's commercial
demand deposit balances to the level of interest rates. On a cumulative six-
month basis at December 31, 1993, Crestar had a negative adjusted gap of $1.0
billion excess of interest-sensitive sources of funds over uses of funds.
The Corporation, in managing its interest rate risk, enters into a variety
of interest rate caps, floors and swaps. The Corporation performs normal credit
reviews on each counterparty when undertaking these transactions. Because
financial derivatives typically do not have actual principal dollars transferred
between parties, notional principal amounts are used to express the volume of
such transactions; however, amounts potentially subject to credit risk are much
smaller than the notional amounts. At December 31, 1993, the notional amount of
interest rate caps, floors and swaps (excluding customer positions where Crestar
acts simply as an intermediary) was $2.1 billion. Net unrealized gains on these
instruments totaled $21.2 million as of year-end 1993. Financial statement note
22 contains additional information pertaining to these types of agreements.
Estimated fair values of financial instruments held at December 31, 1993
and 1992 are presented in financial statement note 23. Management is concerned
about the comparability of fair value estimates between financial institutions
due to the wide range of valuation techniques utilized and the numerous
estimates and assumptions that must be made, given the absence of active
secondary markets for many financial instruments. This is particularly true for
estimated fair values computed for loan portfolios and deposit liabilities. Lack
of uniform valuation methodologies introduces a great degree of subjectivity to
such fair value estimates.
A brief description of the methodologies used in computing fair value
estimates, and the resulting estimated fair values, are provided in financial
statement note 23. Crestar's loan portfolio, which constitutes the
Corporation's largest financial instrument asset category, had an estimated
fair value significantly in excess of recorded book value at December 31,
1993. An environment of decreasing interest rates, coupled with improving
credit quality trends, were major factors in the determination of the
estimated fair value for net loans. Deposit liabilities payable on short
notice or demand, which constituted over 74% of Crestar's total deposits at
December 31, 1993, were assigned an estimated fair value equal to the balance
payable on demand, in accordance with mandatory accounting standards; however,
recent purchase transactions of bank deposits have generally reflected
premiums of approximately 1% to 4% of recorded book value, reflecting the
relationship value of such deposits over their projected life and their value
as a low cost source of funds.
With respect to the investment securities portfolio, market value exceeded
book value at December 31, 1993 by $21.1 million, consisting of $23.1 million
in unrealized gain positions and $2.0 million in unrealized loss positions.
Securities held for sale were in a similar position, with market value
exceeding book value at December 31, 1993 by $32.8 million,
Page 24
<PAGE>
consisting of $33.9 million in unrealized gain positions and $1.1 million in
unrealized loss positions.
Statement of Financial Accounting Standards No. 115, "Accounting for
Certain Investments in Debt and Equity Securities" (SFAS 115), will be adopted
by Crestar in the first quarter of 1994. In future reporting periods, securities
classified as available for sale will be reported at fair value, with unrealized
gains or losses (net of tax effect) excluded from earnings and reported as a
component of shareholders' equity. Upon implementation of SFAS 115 in the first
quarter of 1994, Crestar expects to classify approximately $2.9 billion of
securities with an unrealized gain of $46 million (as of January 1, 1994) as
securities available for sale. The total unrealized gain on securities available
for sale, net of deferred taxes, will be recorded as an increase to
shareholders' equity upon adoption of SFAS 115. The unrealized net gain (or
loss) on securities available for sale recorded as a component of shareholders'
equity will be subject to change in future periods due to fluctuations in market
values, acquisition activities, and sales, purchases, maturities and calls of
securities classified as available for sale.
Debt ratings are presented in Table 10. In the third quarter of 1993,
Standard & Poor's raised its ratings on Crestar's subordinated notes from BBB-
to BBB. In its announcement, Standard & Poor's cited Crestar's strong financial
condition, a continuing trend of
Table 10 Debt Ratings
(as of January 31, 1994)
<TABLE>
<CAPTION>
Standard Thomson
Security Moody's & Poor's BankWatch
<S> <C> <C> <C>
81/4% Subordinated
Notes due 2002 Baa2 BBB BBB+
85/8% Subordinated
Notes due 1998 Baa2 BBB BBB+
Commercial Paper P-2 NR* TBW-1
Crestar Bank
Deposit Notes:
Long-Term A2 A- NR*
Short-Term P-1 A-2 TBW-1
===================================================
</TABLE>
*Not rated
improving profitability and conservative risk management practices as reasons
for the rating upgrade.
Sources Of Funds
Crestar's largest and most important funding source is core deposits, which
increased $607 million or 6% over December 31, 1992 compared with growth of
10% in 1992. Total core deposits attributable to the May 1993 CFS acquisition
were approximately $560 million at December 31, 1993. The largest increase
over 1992 was in savings accounts, which increased $325 million or 36%.
Transaction accounts, which include demand, interest checking and money market
deposit accounts, grew $396 million or 7% over 1992. These increases reflect
successful promotional campaigns for the Crestar Key Account, an integrated
account linking checking, savings and money market accounts together on one
statement, allowing combined balances to reduce service charges. The increased
savings and transaction accounts were partially offset by declines in money
market certificates, which fell $63 million or 10%, and other domestic time
deposits, which decreased 2% from 1992. These declines reflect the low
interest rate environment and consumer preferences for short-term investments
in such times. Crestar's acquisitions of various financial institutions, as
discussed in financial statement note 2, are expected to add approximately
$1.5 billion in deposits in 1994.
Purchased liabilities are composed of certificates of deposit of $100,000
and over (large CDs), deposits in foreign offices, and short-term borrowings.
Total purchased liabilities decreased $14 million or 1% from December 31, 1992.
The mix of purchased liabilities continued to shift away from large CDs into
short-term borrowings, coinciding with liquidity needs and balance sheet
management strategies in a low interest rate environment. At December 31, 1993,
approximately 51% of Crestar's purchased funds consisted of funds invested by
local customers and, as such, are less volatile than other categories of
purchased funds. National sources accounted for 49% of purchased liabilities. At
December 31, 1993, Crestar had $2.4 billion market value of unpledged marketable
securities.
Page 25
<PAGE>
- -------------------------------------------------------------------------------
Management's Discussion
- -------------------------------------------------------------------------------
Crestar Financial Corporation And Subsidiaries
Table 11 Analysis Of Investment Securities Portfolio/1/
<TABLE>
<CAPTION>
Average Average
December 31, 1993 Expected Stated
Par Carrying Market Average Maturity Maturity
Dollars in thousands Value Value Value Yield/2/ (Yrs/Mos) (Yrs/Mos)
<S> <C> <C> <C> <C> <C> <C>
U.S. Treasury:
Within one year $ 3,000 $ 2,998 $ 3,016 7.20%
One to five years 27,000 26,701 26,610 5.00
Five to ten years 7,000 7,196 7,274 5.80
- ------------------------------------------------------------------------------------------------------------------------
Total U.S. Treasury 37,000 36,895 36,900 5.30 04/07 04/07
- ------------------------------------------------------------------------------------------------------------------------
Federal agencies:
Within one year 3,200 3,200 3,233 7.30
Five to ten years 5,341 5,666 5,643 5.60
After ten years 96 96 101 8.00
- ------------------------------------------------------------------------------------------------------------------------
Total Federal agencies 8,637 8,962 8,977 6.30 05/01 05/04
- ------------------------------------------------------------------------------------------------------------------------
Mortgage-backed obligations
of Federal agencies:
One to five years 14,495 14,981 15,002 4.90
Five to ten years 168,016 169,254 170,894 5.00
After ten years 1,236,503 1,253,284 1,269,077 6.40
- ------------------------------------------------------------------------------------------------------------------------
Total mortgage-backed
obligations of Federal agencies 1,419,014 1,437,519 1,454,973 6.20 09/04 13/10
- ------------------------------------------------------------------------------------------------------------------------
States and political subdivisions:
Within one year 3,412 3,414 3,460 9.40
One to five years 21,105 21,208 22,497 10.10
Five to ten years 12,465 12,459 12,847 8.00
After ten years 47,630 47,040 48,199 10.10
- ------------------------------------------------------------------------------------------------------------------------
Total states and political
subdivisions 84,612 84,121 87,003 9.80 10/01 10/07
- ------------------------------------------------------------------------------------------------------------------------
Other interest-earning:
Within one year 1,295 1,295 1,290 5.40
One to five years 6,385 6,398 6,413 5.30
Five to ten years 113,809 113,680 113,639 5.60
After ten years 79,679 110,136 110,908 4.75
- ------------------------------------------------------------------------------------------------------------------------
Total other interest-earning 201,168 231,509 232,250 5.23 03/07 12/05
- ------------------------------------------------------------------------------------------------------------------------
Total interest-earning
investments 1,750,431 1,799,006 1,820,103 6.20 08/03 13/04
Common and preferred stocks 22,919 25,611 25,611 4.20
- ------------------------------------------------------------------------------------------------------------------------
Total portfolio $1,773,350 $1,824,617 $1,845,714 6.20%
========================================================================================================================
</TABLE>
1 Maturity line classifications are based on stated maturity
2 Tax-equivalent basis at December 31, 1993
Table 12 Securities Of States And
Political Subdivisions By Quality Rating
<TABLE>
<CAPTION>
December 31, 1993 Carrying Percent
Dollars in thousands Value of Total
<S> <C> <C>
Moody's Ratings:
Aaa $50,874 60.5%
Aa 24,306 28.9
A 3,571 4.2
Baa 356 .4
Not rated by Moody's 5,014 6.0
- -----------------------------------------------------
Total $84,121 100.0%
=====================================================
</TABLE>
Page 26
<PAGE>
Table 13 Loan Portfolio Analysis
<TABLE>
<CAPTION>
December 31,
Dollars in millions 1993 1992 1991 1990 1989
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ % $ % $ % $ % $ %
Commercial 2,608 36 2,635 40 3,045 43 3,442 45 3,570 46
Tax-exempt 231 3 289 4 343 5 399 5 462 6
Instalment 1,533 21 1,360 21 1,367 19 1,415 18 1,396 18
Bank card 976 13 564 9 567 8 546 7 492 6
Real estate:
Residential 945 13 776 12 594 8 553 7 579 8
Income property 769 11 744 11 674 10 645 9 540 7
- -------------------------------------------------------------------------------------------------------
Total real estate 1,714 24 1,520 23 1,268 18 1,198 16 1,119 15
- -------------------------------------------------------------------------------------------------------
Construction 224 3 214 3 473 7 680 9 724 9
Foreign governments
and official institutions 1 -- -- -- 3 -- -- -- 6 --
- -------------------------------------------------------------------------------------------------------
Total loans -- net of
unearned income 7,287 100 6,582 100 7,066 100 7,680 100 7,769 100
=======================================================================================================
</TABLE>
Uses Of Funds
Total earning assets at December 31, 1993 increased $692 million or 6% from
year-end 1992 compared with an 11% increase in 1992. The 1993 increase reflected
approximately $600 million related to the CFS acquisition. In 1992, higher
levels of securities held for sale, money market investments and mortgage loans
held for sale were partially offset by a decline in loans.
Total securities (both investment and held for sale) increased $293 million
or 9% over December 31, 1992 partly due to acquired CFS securities. This
followed a $1.2 billion or 58% increase in 1992, primarily due to the purchase
of U.S. Treasury securities classified in the held for sale category. The
composition of long-term investment securities along with related yield and
maturity information as of December 31, 1993 is presented in Table 11. Both
average expected maturity and actual stated maturity are shown in Table 11. The
average expected maturity considers prepayments and amortization, resulting in a
more realistic measure of maturities than actual stated maturity. The "Other
interest-earning" category consists largely of collateralized mortgage
obligations and certificates of automobile collateralized receivables. Crestar's
holdings of tax-exempt securities have declined over the past five years and
management expects that trend to continue as maturities occur within the
portfolio. Table 12 presents the distribution of tax-exempt securities by
investment grade as determined by Moody's Investors Service. All of the $5.0
million of securities shown as not rated by Moody's at year end are rated A or
better by Standard & Poor's. None of Crestar's securities holdings by individual
issuer (excluding U.S. Treasury and Federal agencies) exceeded 10% of total
shareholders' equity at December 31, 1993.
During 1993, over $350 million in U.S. Treasury securities and almost $15
million in adjustable rate preferred stock were sold from the held for sale
category for net gains of $2.2 million. In 1992, sales of government agency
mortgage-backed securities from the held for sale category resulted in gains of
$3.6 million.
Money market investments decreased a total of $530 million or 45% from
December 31, 1992, reflecting an appropriate level of money market investments
given liquidity needs and balance sheet management strategies. In 1992, money
market investments increased $202 million or 21% over December 31, 1991
primarily in the area of short-term U.S. Treasury securities, reflecting
liquidity enhancement measures as well as the investment of funds received from
the October 1992 stock issuance. Increased activity at Crestar Mortgage
Corporation contributed to a higher level of mortgage loans held for sale, which
increased $224 million over December 31, 1992.
Year-end total loans net of unearned income increased $705 million or 11%
in 1993 after decreas-
Page 27
<PAGE>
- -------------------------------------------------------------------------------
Management's Discussion
- -------------------------------------------------------------------------------
Crestar Financial Corporation And Subsidiaries
Table 14 Loans To Real Estate
Developers And Investors (REDI)
<TABLE>
<CAPTION>
December 31,
------------------------
In millions 1993 1992
<S> <C> <C>
Commercial --
Developer lines $ 101.1 $ 103.0
Tax-exempt:
Construction .2 .5
Income property mortgage 82.0 93.5
Real estate mortgage --
Income property 769.0 743.6
Construction 191.0 199.1
- --------------------------------------------------------
Total REDI loans $1,143.3 $1,139.7
========================================================
</TABLE>
Table 15 Loans To Real Estate Developers And Investors-
Geographic Distribution And Property Type
<TABLE>
<CAPTION>
December 31, 1993 Region
-------------------------------------------
Total Greater
In millions Corporation Washington Eastern Western Capital
----------- ---------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Land acquisition and
development $ 121.8 $ 65.6 $ 42.4 $ 5.5 $ 8.3
Residential developments 217.6 85.5 87.4 41.0 3.7
Commercial projects:
Office buildings 181.3 119.8 31.5 16.5 13.5
Retail stores and malls 207.6 147.4 42.1 9.7 8.4
Hotels and motels 79.7 40.9 29.2 9.6 --
Industrial buildings 150.3 103.1 19.1 5.0 23.1
- ------------------------------------------------------------------------------------
Total commercial
projects 618.9 411.2 121.9 40.8 45.0
- ------------------------------------------------------------------------------------
Special use 84.2 35.0 22.4 20.3 6.5
Other 100.8 51.1 18.3 1.2 30.2
- ------------------------------------------------------------------------------------
Total REDI loans $1,143.3 $648.4 $292.4 $108.8 $93.7
====================================================================================
</TABLE>
ing 7% in 1992. Period-end loans attributable to the CFS acquisition were
approximately $480 million. In 1992, loans decreased largely due to the effects
of a sluggish economy and weak loan demand. The largest category of loans,
commercial loans, remained relatively flat in 1993 following a 13% decrease in
1992. The balance of tax-exempt loans continued to decline, decreasing 20% in
1993. Instalment loans increased 13% in 1993, reflecting both the CFS
acquisition and internally generated growth in indirect loans. In 1992,
instalment loans decreased 1%. Bank card loans increased $412 million or 73% in
1993 as a result of the aforementioned promotional activity. In 1992, bank card
loans decreased 1%.
Real estate mortgage loans increased $194 million or 13% over 1992, and
real estate construction loans increased $10 million or 5% over last year,
primarily due to the CFS acquisition. Based upon Standard Industrial
Classification codes used for bank regulatory reporting purposes, the
Corporation had no aggregate loan concentrations of 10% or more of total loans
in any particular industry at year-end 1993. However, under a broader view of
the portfolio, Crestar had $1.1 billion in REDI loans outstanding at year-end
1993 and 1992. This represented 16% and 17% of total loans at December 31, 1993
and 1992, respectively. Although the balance of REDI loans at December 31, 1993
increased slightly from December 31, 1992, excluding $148 million acquired in
connection with CFS, REDI balances declined $144 million or 13% from 1992.
Generally, REDI balances have shown a downward trend over the past
Page 28
<PAGE>
several years due to migration into foreclosed properties, sales of projects,
paydowns and pay-outs of construction and income property projects, and charge-
offs and write-downs. Diversification of the portfolio by geographic region and
by project type is detailed in Table 15. Crestar's Greater Washington region
comprises the largest portion of this portfolio, with the primary exposure in
this region being commercial in nature. The second largest portion of Crestar's
real estate portfolio is in its Eastern region, with exposure in this region
primarily in the residential sector.
Risk Elements
Nonperforming assets consist of nonaccrual loans, formally restructured loans
and foreclosed properties. Generally, loans are placed in nonaccrual status when
principal or interest is 90 days or more past due, or earlier if it is known or
expected that interest will not be paid or collection of all principal and
interest is unlikely. Loans may be restructured as to rate, maturity or other
terms as determined on an individual credit basis. Properties are considered
foreclosed if acquired through traditional legal procedures or in settlement of
loans, or when the customer has abandoned the property to Crestar. Past due
loans are loans which are delinquent 90 days or more but which are currently not
in nonaccrual status based on various accounting and collectibility criteria.
Table 16 presents the level of these assets for the past five years and Tables
17 and 18 summarize quarterly activity in nonperforming loans and foreclosed
properties for 1993 and 1992.
At December 31, 1993, nonperforming assets of $96.8 million were down 56%
from December 31, 1992, despite $18.4 million of acquisition-related additions
in 1993, $6.5 million of which was remaining at December 31, 1993. REDI
nonperforming assets totaled $62.3 million and comprised 64% of total
nonperforming assets and 5% of total REDI loans at December 31, 1993. REDI
nonperforming assets decreased 57% from December 31, 1992. Apart from the REDI
portfolio, commercial nonperforming assets declined steadily during the year and
consumer nonperforming assets were negligible throughout 1993. Foreclosed
properties at December 31, 1993 declined 78% from December 31, 1992. Included at
December 31, 1993 was a $5.6 million valuation allowance to address exposure to
prevailing market and economic conditions and the potential impact of such
conditions on the marketability of the portfolio. Total nonperforming assets at
December 31, 1994 are expected to drop slightly from December 31, 1993 barring
an unexpected deterioration in the economy; however, interim periods in 1994
could show increases in total nonperforming balances due to announced
acquisitions.
Potential problem loans consist of loans that are currently performing in
accordance with contractual
Page 29
<PAGE>
- --------------------------------------------------------------------------------
Management's Discussion
- --------------------------------------------------------------------------------
Crestar Financial Corporation And Subsidiaries
Table 16 Nonperforming Assets And Past Due Loans
<TABLE>
<CAPTION>
December 31,
Dollars in thousands
Nonaccrual loans: 1993 1992 1991 1990 1989
<S> <C> <C> <C> <C> <C>
Commercial $37,788 $ 87,121 $144,830 $ 81,876 $45,280
Instalment 902 930 1,440 2,230 4,171
Real estate 33,548 45,422 48,247 69,724 16,605
Construction 5,843 8,506 48,745 48,614 886
- -------------------------------------------------------------------------------------------------------
Total nonaccrual loans 78,081 141,979 243,262 202,444 66,942
Restructured loans 1,733 249 27,005 18,244 1,187
- -------------------------------------------------------------------------------------------------------
Total nonperforming loans 79,814 142,228 270,267 220,688 68,129
Foreclosed properties -- net 16,951 78,584 79,692 16,516 7,011
- -------------------------------------------------------------------------------------------------------
Total nonperforming assets $96,765 $220,812 $349,959 $237,204 $75,140
=======================================================================================================
Past due loans:
Commercial $ 2,089 $ 3,252 $ 3,364 $ 8,046 $ 5,256
Instalment:
Student 7,879 9,057 11,456 33,860 9,307
Other 1,049 2,562 1,701 1,354 1,917
Bank card 6,216 7,266 7,935 7,805 6,102
Real estate 7,758 3,779 4,587 4,237 3,321
Construction 197 46 3,760 528 553
- -------------------------------------------------------------------------------------------------------
Total past due loans $25,188 $ 25,962 $ 32,803 $ 55,830 $26,456
=======================================================================================================
Nonperforming assets to:
Loans and foreclosed properties -- net 1.32% 3.32% 4.90% 3.08% .97%
Total assets .73 1.74 2.96 2.00 .66
Allowance for loan losses to:
Nonperforming assets 218 93 60 63 124
Nonperforming loans 264 144 78 68 137
Allowance for loan losses plus shareholders'
equity to nonperforming assets 13.16x 5.27x 2.87x 3.88x 11.23x
=======================================================================================================
</TABLE>
Table 17 Nonperforming Loans--Quarterly Activity
<TABLE>
<CAPTION>
In millions Three Months Ended
-----------------------------------------------------------------------------
1993 1992
------------------------------------- -------------------------------------
Dec. 31 Sept. 30 June 30 Mar. 31 Dec. 31 Sept. 30 June 30 Mar. 31
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Beginning balance $100.1 $117.8 $118.9 $142.2 $143.4 $195.8 $233.8 $270.3
- ------------------------------------------------------------------------------------------------------
Acquisition additions -- -- 9.5 -- -- -- -- --
Other additions 24.7 11.7 23.4 20.8 41.4 14.1 92.7 44.7
Payments, sales
and reductions (22.8) (15.8) (10.8) (10.1) (9.6) (17.7) (25.4) (11.5)
Charge-offs (7.6) (9.5) (10.3) (15.4) (19.3) (16.4) (27.9) (22.0)
Reinstatements to
accrual status (10.3) (2.8) (9.4) (10.5) (7.3) (1.4) (19.7) (28.7)
Transfers to foreclosed
properties (4.3) (1.3) (3.5) (8.1) (6.4) (31.0) (57.7) (19.0)
- ------------------------------------------------------------------------------------------------------
Net decrease (20.3) (17.7) (1.1) (23.3) (1.2) (52.4) (38.0) (36.5)
- ------------------------------------------------------------------------------------------------------
Ending balance $ 79.8 $100.1 $117.8 $118.9 $142.2 $143.4 $195.8 $233.8
======================================================================================================
</TABLE>
Page 30
<PAGE>
Table 18 Foreclosed Properties--Quarterly Activity
<TABLE>
<CAPTION>
In millions Three Months Ended
----------------------------------------------------------------------------
1993 1992
------------------------------------- ------------------------------------
Dec. 31 Sept. 30 June 30 Mar. 31 Dec. 31 Sept. 30 June 30 Mar. 31
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Beginning balance $ 34.7 $ 45.0 $ 75.0 $ 78.6 $122.7 $119.9 $ 85.2 $79.7
- ----------------------------------------------------------------------------------------------------------
Acquisition additions -- net -- -- 8.9 -- -- -- -- --
Additions 4.3 3.4 7.7 11.0 11.6 33.6 59.1 21.6
Market write-downs (4.9) (1.5) (2.8) (2.9) (7.4) (5.6) (7.9) (6.2)
Reductions (18.2) (12.2) (36.3) (11.7) (48.3) (13.2) (16.5) (9.9)
Provision for losses 1.1 -- (7.5) -- -- (12.0) -- --
- ----------------------------------------------------------------------------------------------------------
Net increase (decrease) (17.7) (10.3) (30.0) (3.6) (44.1) 2.8 34.7 5.5
- ----------------------------------------------------------------------------------------------------------
Ending balance $ 17.0 $ 34.7 $ 45.0 $ 75.0 $ 78.6 $122.7 $119.9 $85.2
==========================================================================================================
</TABLE>
Table 19 Nonaccrual Loans As A Percent Of Loan Category
<TABLE>
<CAPTION>
December 31, 1993 1992 1991 1990 1989
<S> <C> <C> <C> <C> <C>
Commercial 1.3% 3.0% 4.3% 2.1% 1.1%
Instalment .1 .1 .1 .1 .2
Real estate 2.0 3.0 3.8 5.8 1.5
Construction 2.6 4.0 10.3 7.2 .1
- ---------------------------------------------------
Total 1.1% 2.2% 3.4% 2.6% .9%
===================================================
</TABLE>
terms but for which potential operating or financial concerns of the obligors
have caused management to have serious doubts regarding the ability of such
obligors to continue to comply with present repayment terms. At December 31,
1993, such potential problem loans that are not included in Table 16 as
nonperforming or past due loans amounted to approximately $205 million. In
addition, $14 million of standby letters of credit in various industries were
being monitored at December 31, 1993. Depending on changes in the economy and
other future events, these loans and others not presently identified could be
classified as nonperforming assets in the future. There are no loans classified
for regulatory purposes as loss, doubtful, substandard, or special mention that
have not been disclosed above, that either (i) represent or result from trends
or uncertainties that management reasonably expects will materially impact
future operating results, liquidity or capital resources or (ii) represent
material credits about which management is aware of any information that causes
management to have serious doubts as to the ability of such borrowers to comply
with loan repayment terms.
In May 1993, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 114, "Accounting by Creditors for Impairment
of a Loan" (SFAS 114). Effective January 1, 1995, SFAS 114 requires that
impaired loans within the scope of the statement be measured and reported on the
basis of the present value of expected cash flows discounted at the loan's
effective interest rate. Crestar currently believes the impact on results of
operations of adopting SFAS 114 will be immaterial.
Inflation
The effect of changing prices on financial institutions is typically different
than on non-banking companies since virtually all of a bank's assets and
liabilities are monetary in nature. In particular, interest rates are
significantly affected by inflation, but neither the timing nor magnitude of the
changes are directly related to price level indices; therefore, the Corporation
can best counter inflation over the long term by managing net interest income
and controlling net increases in noninterest income and expenses.
Page 31
<PAGE>
- --------------------------------------------------------------------------------
Consolidated Balance Sheets
- --------------------------------------------------------------------------------
Crestar Financial Corporation And Subsidiaries
<TABLE>
<CAPTION>
Dollars in thousands December 31,
---------------------------
1993 1992
<S> <C> <C>
Assets Cash and due from banks (note 16) $ 716,652 $ 754,583
Investment securities, market value $1,845,714 in 1993
and $1,707,728 in 1992 (notes 3 and 22) 1,824,617 1,684,900
Securities held for sale (note 4) 1,697,000 1,544,049
Money market investments (note 5) 650,633 1,181,032
Mortgage loans held for sale 591,233 367,235
Loans -- net of unearned income (notes 6, 16 and 22):
Commercial 2,608,069 2,634,522
Tax-exempt 230,852 289,200
Instalment 1,532,936 1,359,783
Bank card 976,200 563,752
Real estate 1,713,876 1,519,914
Construction 224,460 214,497
Foreign 729 53
-------------------------------------------------------------------------------------
Loans -- net of unearned income of $2,988 and $7,847
at December 31, 1993 and 1992, respectively 7,287,122 6,581,721
Less: Allowance for loan losses (note 7) (210,958) (205,017)
-------------------------------------------------------------------------------------
Loans -- net 7,076,164 6,376,704
-------------------------------------------------------------------------------------
Premises and equipment -- net (notes 8 and 12) 302,704 280,508
Customers' liability on acceptances 11,578 20,056
Intangible assets -- net (note 9) 96,152 82,227
Foreclosed properties -- net (notes 6 and 10) 16,951 78,584
Other assets 303,263 304,839
-------------------------------------------------------------------------------------
Total Assets (note 23) $13,286,947 $12,674,717
=====================================================================================================
Liabilities Demand deposits $ 2,234,536 $ 1,997,194
Interest checking deposits 1,791,100 1,590,873
Money market deposit accounts 2,214,537 2,255,741
Regular savings deposits 1,241,592 916,252
Money market certificates 538,869 601,992
Other domestic time deposits 2,097,448 2,148,976
Certificates of deposit $100,000 and over 45,914 66,693
Deposits in foreign offices 1,782 3,782
-------------------------------------------------------------------------------------
Total deposits 10,165,778 9,581,503
Short-term borrowings (note 11) 1,616,743 1,608,016
Liability on acceptances 11,578 20,056
Other liabilities 239,215 295,807
Long-term debt (note 12) 191,156 210,430
-------------------------------------------------------------------------------------
Total Liabilities (note 23) 12,224,470 11,715,812
- -----------------------------------------------------------------------------------------------------
Shareholders' Preferred stock. Authorized 2,000,000 shares;
Equity issued and outstanding:
Adjustable Rate Cumulative Series B, $50 stated value;
900,000 shares in 1992 -- 45,000
Common stock, $5 par value. Authorized 100,000,000 shares
in 1993 and 60,000,000 shares in 1992; outstanding
37,515,671 in 1993 and 36,156,605 in 1992 187,578 180,783
Capital surplus 248,896 188,114
Retained earnings 626,003 545,008
-------------------------------------------------------------------------------------
Total Shareholders' Equity (notes 12, 14, 16 and 18) 1,062,477 958,905
-------------------------------------------------------------------------------------
Commitments and contingencies (notes 8 and 22)
Total Liabilities And Shareholders' Equity $13,286,947 $12,674,717
=====================================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
Page 32
<PAGE>
- --------------------------------------------------------------------------------
Consolidated Statements Of Income
- --------------------------------------------------------------------------------
Crestar Financial Corporation And Subsidiaries
<TABLE>
<CAPTION>
In thousands, except per share data Years Ended December 31,
----------------------------------------
1993 1992 1991
<S> <C> <C> <C>
Income Interest and fees on loans $575,085 $617,686 $735,128
From Interest on taxable investment securities 115,118 164,058 153,793
Earning Interest on tax-exempt investment securities 6,820 9,346 11,751
Assets Dividends on common and preferred stocks 1,558 2,264 2,423
Interest on securities held for sale 85,331 4,234 18,987
Income on money market investments 23,526 37,567 42,621
Interest on mortgage loans held for sale 25,191 28,522 14,443
---------------------------------------------------------------------------------------
Total income from earning assets 832,629 863,677 979,146
- -------------------------------------------------------------------------------------------------------
Interest Interest checking deposits 38,001 44,278 47,164
Expense Money market deposit accounts 58,496 75,936 90,174
Regular savings deposits 31,091 26,749 19,823
Money market certificates 17,861 35,137 62,692
Other domestic time deposits 96,849 136,344 185,207
Certificates of deposit $100,000 and over 1,975 7,651 33,927
Deposits in foreign offices 68 145 1,209
---------------------------------------------------------------------------------------
Total interest on deposits 244,341 326,240 440,196
Short-term borrowings 43,787 38,096 101,614
Long-term debt 17,489 17,197 16,201
---------------------------------------------------------------------------------------
Total interest expense 305,617 381,533 558,011
- -------------------------------------------------------------------------------------------------------
Net Credit Net interest income 527,012 482,144 421,135
Income Provision for loan losses (note 7) 48,775 99,242 209,522
---------------------------------------------------------------------------------------
Net credit income 478,237 382,902 211,613
- -------------------------------------------------------------------------------------------------------
Noninterest Trust and investment advisory income 57,440 51,007 48,322
Income Service charges on deposit accounts 79,419 73,944 57,953
Bank card-related income 27,500 23,141 22,694
Gain on pension settlement (note 17) -- -- 2,236
Other income (note 15) 81,669 66,736 54,459
Securities gains (notes 3 and 4) 2,237 3,563 48,165
---------------------------------------------------------------------------------------
Total noninterest income 248,265 218,391 233,829
- -------------------------------------------------------------------------------------------------------
Net Credit And Noninterest Income 726,502 601,293 445,442
- -------------------------------------------------------------------------------------------------------
Noninterest Personnel expense (notes 17 and 18) 262,626 233,838 209,021
Expense Occupancy expense -- net 38,359 35,654 32,683
Equipment expense 24,122 24,011 22,916
Other expense (note 19) 197,915 208,300 141,001
---------------------------------------------------------------------------------------
Total noninterest expense 523,022 501,803 405,621
- -------------------------------------------------------------------------------------------------------
Net Income Income before income taxes 203,480 99,490 39,821
Income tax expense (note 13) 62,989 19,689 6,060
---------------------------------------------------------------------------------------
Net Income 140,491 79,801 33,761
Preferred dividend requirements (note 14) 2,221 2,475 2,576
---------------------------------------------------------------------------------------
Net income applicable to common shares $138,270 $ 77,326 $ 31,185
=======================================================================================================
Earnings Per Share (note 14):
Primary $ 3.68 $ 2.32 $ .98
Fully diluted 3.67 2.32 .98
=======================================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
Page 33
<PAGE>
- --------------------------------------------------------------------------------
Consolidated Statements Of Cash Flows
- --------------------------------------------------------------------------------
Crestar Financial Corporation And Subsidiaries
<TABLE>
<CAPTION>
In thousands Years Ended December 31,
------------------------------------------
1993 1992 1991
<S> <C> <C> <C>
Operating Net Income $ 140,491 $ 79,801 $ 33,761
Activities Adjustments to reconcile net income to net
cash provided by operating activities:
Provisions for loan losses, foreclosed
properties and other losses 57,995 116,781 209,522
Depreciation and amortization of premises
and equipment 31,460 28,910 27,864
Securities gains (2,237) (3,563) (48,165)
Amortization of unearned income (4,424) (20,117) (50,516)
Amortization of intangible assets 21,926 13,630 12,338
Deferred income tax expense (benefit) 9,291 (19,654) (16,482)
Loss on foreclosed properties 11,026 28,825 6,874
Gain on sale of mortgage servicing rights (3,600) (1,761) --
Net decrease (increase) in trading account 14,834 159,277 (172,647)
Net proceeds from (purchases of) securities
held for sale (115,141) 237,961 1,814,680
Net decrease (increase) in loans held for sale (223,998) 76,103 22,154
Net decrease (increase) in accrued interest
receivable, prepaid expenses and other assets (4,183) 51,274 (36,570)
Net increase (decrease) in accrued interest
payable, accrued expenses and other liabilities (106,713) (31,302) 63,497
Other, net 3,224 10,308 (2,583)
--------------------------------------------------------------------------------------------------
Net cash provided (used) by operating activities (170,049) 726,473 1,863,727
- ------------------------------------------------------------------------------------------------------------------
Investing Proceeds from maturities and calls of investment
Activities securities 792,455 609,485 374,383
Proceeds from sales of investment securities -- 6,473 2,812
Purchases of investment securities (813,753) (1,865,861) (1,741,741)
Net decrease (increase) in money market investments 522,815 (276,056) (510,376)
Principal collected on non-bank subsidiary loans 26,189 45,731 46,485
Loans originated by non-bank subsidiaries (91,945) (355,384) (170,753)
Net decrease (increase) in other loans (67,536) 630,973 594,632
Purchases of premises and equipment (37,048) (28,694) (35,439)
Proceeds from sales of foreclosed properties 75,983 86,302 35,511
Proceeds from sale of mortgage servicing rights 7,625 2,687 --
Net cash received from acquisitions 26,419 1,996,067 523,150
Other, net (12,031) (7,697) 2,626
--------------------------------------------------------------------------------------------------
Net cash provided (used) by investing activities 429,173 844,026 (878,710)
- ------------------------------------------------------------------------------------------------------------------
Financing Net increase in demand, interest checking,
Activities money market and regular savings deposits 378,894 655,594 499,621
Net decrease in short-term borrowings (33,773) (91,615) (594,034)
Net decrease in certificates of deposit (474,560) (2,390,537) (790,161)
Proceeds from issuance of long-term debt 972 124,529 --
Principal payments on long-term debt (71,072) (76,721) (6,608)
Redemption of preferred stock (46,350) -- --
Cash dividends paid (45,091) (29,121) (40,437)
Common stock purchased and retired (21,054) -- --
Proceeds from the issuance of common stock 14,979 108,918 13,979
--------------------------------------------------------------------------------------------------
Net cash used by financing activities (297,055) (1,698,953) (917,640)
- ------------------------------------------------------------------------------------------------------------------
Cash And Increase (decrease) in cash and cash equivalents (37,931) (128,454) 67,377
Cash Cash and cash equivalents at beginning of year 754,583 883,037 815,660
Equivalents --------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year $ 716,652 $ 754,583 $ 883,037
==================================================================================================================
</TABLE>
Cash and cash equivalents consist of cash and due from banks. See accompanying
notes to consolidated financial statements.
Page 34
<PAGE>
- --------------------------------------------------------------------------------
Consolidated Statements Of Changes In Shareholders' Equity
- --------------------------------------------------------------------------------
Crestar Financial Corporation And Subsidiaries
<TABLE>
<CAPTION>
Shares of
-----------------
Common Preferred Preferred Capital Capital Retained
In thousands Stock Stock Stock Stock Surplus Earnings Total
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1990 31,310 900 $ 45,000 $156,549 $ 87,821 $481,936 $ 771,306
Net Income -- -- -- -- -- 33,761 33,761
Cash dividends declared on:
Preferred stock, Series B
($2.86 per share) -- -- -- -- -- (2,576) (2,576)
Common stock ($.86 per share) -- -- -- -- -- (27,438) (27,438)
Change in valuation allowance
for marketable equity securities -- -- -- -- -- 4,277 4,277
Common stock issued:
For acquisition of financial
institution 120 -- -- 598 1,000 -- 1,598
Upon conversion of
debentures (notes 12 and 14) 2 -- -- 8 7 -- 15
For dividend reinvestment plan 479 -- -- 2,396 6,169 -- 8,565
Upon exercise of stock options
(net of tax benefit of $8) 7 -- -- 36 59 -- 95
For thrift and profit-sharing plan 310 -- -- 1,555 3,764 -- 5,319
- --------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1991 32,228 900 $ 45,000 $161,142 $ 98,820 $489,960 $ 794,922
Net Income -- -- -- -- -- 79,801 79,801
Cash dividends declared on:
Preferred stock, Series B
($2.75 per share) -- -- -- -- -- (2,475) (2,475)
Common stock ($.80 per share) -- -- -- -- -- (26,647) (26,647)
Change in valuation allowance
for marketable equity securities -- -- -- -- -- 4,369 4,369
Common stock issued:
Upon conversion of
debentures (notes 12 and 14) 2 -- -- 9 8 -- 17
For dividend reinvestment plan 284 -- -- 1,420 6,208 -- 7,628
Upon exercise of stock options
(net of tax benefit of $444) 142 -- -- 708 2,318 -- 3,026
For thrift and profit-sharing plan 51 -- -- 254 886 -- 1,140
In public offering (note 14) 3,450 -- -- 17,250 79,874 -- 97,124
- --------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1992 36,157 900 $ 45,000 $180,783 $188,114 $545,008 $ 958,905
Net Income -- -- -- -- -- 140,491 140,491
Cash dividends declared on:
Preferred stock, Series B
($2.46 per share) -- -- -- -- -- (2,221) (2,221)
Common stock ($1.14 per share) -- -- -- -- -- (42,252) (42,252)
Change in valuation allowance
for marketable equity securities -- -- -- -- -- 4,769 4,769
Common stock purchased
and retired (note 14) (522) -- -- (2,612) -- (18,442) (21,054)
Redemption of preferred stock -- (900) (45,000) -- -- (1,350) (46,350)
Common stock issued:
For acquisition of financial
institution 1,411 -- -- 7,057 48,151 -- 55,208
Upon conversion of
debentures (notes 12 and 14) -- -- -- 1 1 -- 2
For dividend reinvestment plan 235 -- -- 1,173 7,720 -- 8,893
Upon exercise of stock options
(net of tax benefit of $1,198) 235 -- -- 1,176 4,910 -- 6,086
- --------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1993 37,516 -- $ -- $187,578 $248,896 $626,003 $1,062,477
================================================================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
Page 35
<PAGE>
- --------------------------------------------------------------------------------
Notes To Consolidated Financial Statements
- --------------------------------------------------------------------------------
Crestar Financial Corporation And Subsidiaries
(1) Accounting Policies
The accounting and reporting policies of Crestar Financial Corporation and
Subsidiaries conform to generally accepted accounting principles and to general
practice within the banking industry. Certain reclassifications have been made
to the prior years' consolidated financial statements to conform to the 1993
presentation.
The following is a summary of the more significant policies:
(a) Principles Of Consolidation
The consolidated financial statements of Crestar Financial Corporation and
Subsidiaries (Crestar) include the accounts of all wholly-owned subsidiaries.
All significant intercompany balances and transactions have been eliminated in
consolidation. In the condensed financial statements of Crestar Financial
Corporation (Parent), the investments in subsidiaries are stated at equity in
the net assets of such subsidiaries (note 21).
Business combinations accounted for as purchases are included from their
respective dates of acquisition. The excess of cost over the estimated fair
value of the tangible assets and liabilities acquired is amortized over the
periods estimated to be benefited.
Assets held in an agency or fiduciary capacity are not assets of Crestar
and are not included in the accompanying consolidated balance sheets.
(b) Investment Securities
Securities which the Corporation has both the ability and intent to hold to
maturity or on a long-term basis are classified as investment securities
(determined at purchase), and except for marketable equity securities, are
carried at cost adjusted for amortization of premiums and accretion of discounts
using the level yield method over the period to maturity, or earlier call date
if appropriate, of the related securities. Marketable equity securities are
carried at the lower of aggregate cost or market value, and unrealized losses
are reflected as a reduction of shareholders' equity. Realized gains or losses
on investment securities are recognized at the time of sale using the specific
identification method and are classified as securities gains or losses in the
accompanying statements of income.
(c) Money Market Investments
Money market investments are stated at cost, which approximates market value,
except for trading account securities, which are carried at market value.
Securities held for trading purposes are classified as trading account
securities. Adjustments to market and trading account gains and losses are
classified as other income in the accompanying consolidated statements of
income. Trading account interest and dividend income is included in income on
money market investments.
(d) Securities Held For Sale
Securities held for sale represent securities to be held for indefinite periods
of time but not necessarily until maturity (determined at purchase date).
Securities held for sale are carried at the lower of aggregate cost or market
value. Adjustments to market value and realized gains or losses are classified
as securities gains or losses in the accompanying consolidated statements of
income.
(e) Mortgage Loans Held For Sale
Mortgage loans held for sale are carried at the lower of aggregate cost or
market value. Adjustments to market and realized gains and losses are classified
as other income in the accompanying consolidated statements of income.
(f) Loans
Loans are stated at the principal amount outstanding net of unearned income.
Interest on some instalment loans and some second mortgage loans is accrued
using the sum-of-the-months-digits method (78ths method), which does not produce
results materially different from the level yield method. Interest on other
loans is accrued by multiplying the applicable rates by the principal amounts
outstanding. Most equipment leases, included in the commercial loan category,
are accounted for using the direct financing method for financial reporting
purposes.
Interest is recognized on the cash basis for all loans carried in
nonaccrual status. Loans generally are placed in nonaccrual status when the
collection of principal or interest is 90 days or more past due, or earlier if
collection is uncertain based upon an evaluation of the net realizable value of
the collateral and the financial strength of the borrower. Instalment loans are
placed in nonaccrual status when past due 120 days and are charged off when past
due 180 days. Generally, bank card loans are not placed in nonaccrual status,
but are charged off at the earlier of when past due 180 days or notification of
bankruptcy.
Loan origination and commitment fees and certain direct loan origination
costs are deferred and the net amount is amortized as an adjustment of the
related loan's yield. Crestar amortizes these amounts over the contractual life
of the related loans or over the commitment period.
(g) Allowance For Loan Losses
The determination of the balance of the allowance for loan losses is based upon
a review and analysis of the loan portfolio. The allowance reflects an amount
that, in management's judgment, is adequate to provide for
Page 36
<PAGE>
losses inherent in the portfolio. Management's review includes monthly analyses
of past due, problem and nonaccrual loans and a detailed periodic classification
report.
Estimates of future losses involve the exercise of judgment and the use of
assumptions. The principal factors considered in determining the adequacy of the
allowance are the composition of the loan portfolio, historical loss experience,
anticipated losses, economic conditions, the value and adequacy of collateral,
and the current level of the allowance.
Accrued interest receivable is generally charged against the allowance for
loan losses when deemed uncollectible.
(h) Premises And Equipment
Premises and equipment are stated at cost less accumulated depreciation and
amortization. Depreciation and amortization charges are computed under the
straight-line method. Premises and equipment are depreciated over the estimated
useful lives of the assets, except for leasehold improvements which are
amortized over the terms of the respective leases or the estimated useful lives
of the improvements, whichever is shorter. Certain noncancelable leases have
been capitalized and are classified as premises and equipment in the
accompanying consolidated balance sheets. Related amounts representing capital
lease obligations are classified as long-term debt in the accompanying
consolidated balance sheets and are amortized using the interest method to
allocate payments between principal and interest. The initial carrying amounts
represent the present value of the future rental payments, discounted at the
incremental borrowing rate of the lessee. Most of these capital lease assets are
amortized over the lease term.
Estimated lives of the principal items of premises and equipment are:
buildings and improvements--3 to 50 years; and furniture, fixtures and
equipment--3 to 12 years. The costs of major renovations are capitalized, while
the costs of ordinary maintenance and repairs are expensed as incurred.
(i) Intangible Assets
Deposit base intangible assets are amortized over periods ranging from 4 to 15
years, primarily on a straight-line basis. Goodwill is amortized on a straight-
line basis over 15 years. Mortgage servicing rights are amortized in proportion
to, and over the period of, estimated net servicing income to be derived from
the servicing activities. The period of amortization ranges from 7 to 20 years,
depending on the expected life of the mortgages being serviced. Other intangible
assets are amortized on a straight-line basis over periods ranging from 10 to 20
years.
(j) Foreclosed Properties
Property acquired through legal foreclosure proceedings, abandonment of the
property, acceptance of deed in lieu of foreclosure or transfer in exchange for
an outstanding loan is classified as foreclosed properties, and carried at
estimated fair value less estimated selling costs. At the time of foreclosure,
any excess of cost over the estimated fair value is charged to the allowance for
loan losses, and estimated selling costs are expensed as foreclosed properties
expense. After foreclosure, the estimated fair value is reviewed periodically by
management. Write-downs are charged against current earnings or any applicable
foreclosed property valuation allowance.
(k) Income Taxes
During 1993, the Corporation changed its method of accounting for income taxes
(see financial statement note 13) and, accordingly, records a provision for
income taxes based on the amounts of current and deferred taxes payable (or
refundable) for the year. The deferred tax expense or benefit represents the
change in the net deferred tax asset or liability during the period. Deferred
tax assets and liabilities are recognized for the tax effects of differing
carrying values of assets and liabilities for tax and financial statement
reporting purposes that will reverse in future periods.
In 1992 and prior years, a provision for deferred income taxes was made for
revenue and expenses in the consolidated financial statements that were reported
in different periods for tax purposes than for financial reporting purposes.
The Parent and its subsidiaries file a consolidated federal income tax
return. The provision for income taxes for each company is recorded on the basis
of filing separate income tax returns, after adjustments relating to
consolidated income tax regulations and signed tax sharing agreements. Income
taxes currently payable or receivable by each subsidiary are paid to or received
from the Parent.
(l) Earnings Per Share
Primary earnings per share are computed by dividing net income, less the
dividend requirements on preferred stock, by the weighted average number of
common shares outstanding during the year, including average common equivalent
shares attributable to dilutive stock options.
Fully diluted earnings per share are computed using average common shares,
including the maximum dilutive effect of average common equivalent shares,
increased by the number of shares that would result from assuming that all of
the 5% convertible subordinated debentures were converted into
Page 37
<PAGE>
- --------------------------------------------------------------------------------
Notes To Consolidated Financial Statements
- --------------------------------------------------------------------------------
Crestar Financial Corporation And Subsidiaries
common stock on January 1 of the applicable year and using net income increased
by interest and amortization of debt issuance expense, net of tax effect,
relating to those debentures and reduced by the dividends applicable to the
Series B preferred stock.
(m) Interest Rate Swaps And Other Agreements
Crestar enters into interest rate swaps and other agreements (caps, collars and
floors) to manage its interest rate exposure and to serve as a financial
intermediary for matched transactions. Transactions designated as hedges of
assets or liabilities are recorded using the accrual method and settlements are
classified as interest income or expense in the consolidated statements of
income according to the type of earning asset or interest bearing liability that
the agreement hedges. Fee income from matched arrangements for which Crestar
serves as a financial intermediary is recognized over the lives of the related
agreements and is classified as other income in the consolidated statements of
income.
(n) Pension Plans
Substantially all employees are covered by a pension plan. The net periodic
pension expense includes a service cost component, reflecting the actual return
on plan assets, and the effect of deferring and amortizing certain actuarial
gains and losses and the unrecognized net transition asset over 15 years.
(2) Mergers And Acquisitions
On May 14, 1993, Crestar purchased CFS Financial Corporation (CFS), a 19-branch
Fairfax, Virginia institution, through the payment of $6.5 million in cash and
the issuance of 1.4 million shares of Crestar common stock for all of the 3.0
million shares of CFS common stock outstanding. The acquisition was accounted
for as a purchase and, accordingly, the results of operations of CFS are
included in the accompanying consolidated financial statements since May 14,
1993. The excess of the purchase price over the estimated fair value of the
tangible net assets acquired is classified as an intangible asset in the
consolidated balance sheet, and consists of goodwill and deposit base
intangibles. Goodwill of approximately $9.4 million is being amortized over 15
years. Deposit base intangibles of approximately $17.7 million are being
amortized over the estimated lives of the related deposit relationships, ranging
from 4 to 8 years. CFS had total assets of approximately $832 million as of May
14, 1993. The results of operations of CFS for the year ended December 31, 1992
and for the period from January 1, 1993 through May 13, 1993 were not material
to the results of operations of Crestar.
On June 25, 1993, Crestar acquired from the Federal Deposit Insurance
Corporation, deposits and selected assets of City National Bank of Washington, a
one-branch institution closed by the Office of the Comptroller of the Currency.
Total deposits of approximately $21 million were acquired, and the related
deposit base intangible asset of $613 thousand is being amortized over the
estimated life of the deposit relationships.
Five acquisitions were announced in the fourth quarter of 1993 and are
summarized below.
<TABLE>
<CAPTION>
==========================================================================================
Dollars in millions At December 31, 1993
Number of --------------------
Name Location Branches Assets Deposits
<S> <C> <C> <C> <C>
Virginia Federal Savings Bank Richmond, VA 13 $716 $508
Providence Savings and Loan Association Vienna, VA 12 420 324
NVR Federal Savings Bank McLean, VA 4 488 387
Annapolis Bancorp, Inc. Annapolis, MD 10 329 292
Mortgage Capital Corporation St. Paul, MN -- 13 --
==========================================================================================
</TABLE>
Two of the above acquisitions were consummated in January 1994. On January 11,
Crestar acquired Mortgage Capital Corporation, a wholesale mortgage loan
production company, with an initial purchase payment of $5.2 million. Under
terms of the purchase agreement, an additional $2.4 million may be paid to the
former owners, depending on the future performance of Mortgage Capital's
operations over the next five years. On January 28, 1994, Crestar completed the
acquisition of Virginia Federal Savings Bank for $52 million in a transaction
also accounted for as a purchase. Crestar's financial statements for 1993 do not
include these two acquisitions.
The acquisitions of Providence Savings and Loan Association, NVR Federal
Savings Bank and Annapolis Bancorp, Inc. are subject to regulatory approvals and
are expected to be completed in the first six months of 1994. Each transaction
will be recorded under the purchase method of accounting. Crestar will pay
Annapolis shareholders, in a combination of Crestar stock and cash, a total of
$12.75 per Annapolis share in a transaction valued at approxi-
Page 38
<PAGE>
mately $15 million. Approval of the acquisition is required from Annapolis
shareholders. Providence Savings and Loan Association and NVR Federal Savings
Bank will be acquired for cash in transactions valued at $27 million and $48
million, respectively. Crestar expects each of the five acquisitions to have a
positive contribution to earnings in the first twelve months following
completion.
(3) Investment Securities
The carrying values and approximate market values of investment securities at
December 31 are shown in the following table:
<TABLE>
<CAPTION>
======================================================================================================
Carrying Market Unrealized Unrealized
In thousands Value Value Gains Losses
<S> <C> <C> <C> <C>
1993:
U.S. Treasury $ 36,895 $ 36,900 $ 130 $ 125
Federal agencies 8,962 8,977 36 21
Mortgage-backed obligations of Federal agencies 1,437,519 1,454,973 18,906 1,452
Other taxable securities 231,509 232,250 1,106 365
States and political subdivisions 84,121 87,003 2,935 53
Common and preferred stocks 25,611 25,611 -- --
- ------------------------------------------------------------------------------------------------------
Total investment securities $1,824,617 $1,845,714 $23,113 $2,016
- ------------------------------------------------------------------------------------------------------
1992:
U.S. Treasury $ 11,442 $ 11,737 $ 295 $ --
Federal agencies 14,219 14,445 226 --
Mortgage-backed obligations of Federal agencies 1,276,548 1,296,226 23,433 3,755
Other taxable securities 229,480 231,476 2,758 762
States and political subdivisions 121,365 121,968 2,703 2,100
Common and preferred stocks 31,846 31,876 30 --
- ------------------------------------------------------------------------------------------------------
Total investment securities $1,684,900 $1,707,728 $29,445 $6,617
======================================================================================================
</TABLE>
The stated maturities of investment securities at December 31, 1993 are shown in
the following table:
<TABLE>
<CAPTION>
=====================================================================================================
Within One to Five to After
In thousands One Year Five Years Ten Years Ten Years Total
<S> <C> <C> <C> <C> <C>
U.S. Treasury $ 2,998 $26,701 $ 7,196 $ -- $ 36,895
Federal agencies 3,200 -- 5,666 96 8,962
Mortgage-backed obligations of
Federal agencies -- 14,981 169,254 1,253,284 1,437,519
Other taxable securities 1,295 6,398 113,680 110,136 231,509
States and political subdivisions 3,414 21,208 12,459 47,040 84,121
- -----------------------------------------------------------------------------------------------------
Total 10,907 69,288 308,255 1,410,556 1,799,006
- -----------------------------------------------------------------------------------------------------
Common and preferred stocks 25,611
- -----------------------------------------------------------------------------------------------------
Total investment securities $10,907 $69,288 $308,255 $1,410,556 $1,824,617
=====================================================================================================
</TABLE>
The carrying values of investment securities pledged to secure deposits and for
other purposes amounted to $635,298,000 and $759,842,000 at December 31, 1993
and 1992, respectively.
Net realized losses from the sale of investment securities during 1992 were
$1.2 million and were composed of gross gains of $1.0 million and gross losses
of $2.2 million.
Excluding securities issued by the U.S. government or by U.S. government
agencies or corporations, no securities of any issuer exceeded 10 percent of
consolidated shareholders' equity at December 31, 1993 or 1992.
Common and preferred stocks are shown net of the valuation allowance for
marketable equity securities of $4,769,000 at December 31, 1992. The valuation
allowance is reflected in shareholders' equity as a reduction of retained
earnings. There was no valuation allowance at December 31, 1993.
Page 39
<PAGE>
- --------------------------------------------------------------------------------
Notes To Consolidated Financial Statements
- --------------------------------------------------------------------------------
Crestar Financial Corporation And Subsidiaries
(4) Securities Held For Sale
The carrying values and approximate market values of securities held for sale at
December 31 are shown in the following table:
<TABLE>
<CAPTION>
=================================================================================================
Carrying Market Unrealized Unrealized
In thousands Value Value Gains Losses
<S> <C> <C> <C> <C>
1993:
U.S. Treasury $1,482,370 $1,513,565 $32,273 $1,078
Federal agencies 30,226 30,504 281 3
Mortgage-backed obligations of Federal agencies 17,312 17,331 24 5
Other taxable securities 167,092 168,396 1,304 --
- -------------------------------------------------------------------------------------------------
Total securities held for sale $1,697,000 $1,729,796 $33,882 $1,086
- -------------------------------------------------------------------------------------------------
1992:
U.S. Treasury $1,247,909 $1,270,002 $23,499 $1,406
Federal agencies 30,311 30,382 75 4
Mortgage-backed obligations of Federal agencies 43,760 43,760 -- --
Other taxable securities 222,069 222,486 527 110
- -------------------------------------------------------------------------------------------------
Total securities held for sale $1,544,049 $1,566,630 $24,101 $1,520
=================================================================================================
</TABLE>
The carrying value of securities held for sale pledged to secure deposits and
for other purposes amounted to $573,787,000 and $749,436,000 at December 31,
1993 and 1992, respectively.
Net realized gains from securities held for sale during 1993 were $2.2
million and were composed of gross gains of $4.1 million and gross losses of
$1.9 million. In 1992, net realized gains were $4.8 million and were composed of
gross gains of $4.9 million and gross losses of $141 thousand. In 1991, net
realized gains were $48.2 million and were composed of gross gains of $50.5
million and gross losses of $2.3 million. Proceeds from sales of securities held
for sale were $376.5 million in 1993, $238.0 million in 1992 and $1.8 billion in
1991. The stated maturities of securities held for sale at December 31, 1993 are
shown in the following table:
<TABLE>
<CAPTION>
========================================================================================================
Within One to Five to After
In thousands One Year Five Years Ten Years Ten Years Total
<S> <C> <C> <C> <C> <C>
U.S. Treasury $178,079 $1,304,291 $ -- $ -- $1,482,370
Federal agencies -- 30,000 -- 226 30,226
Mortgage-backed obligations of
Federal agencies -- -- -- 17,312 17,312
Other taxable securities -- 49,976 4,394 112,722 167,092
- --------------------------------------------------------------------------------------------------------
Total securities held for sale $178,079 $1,384,267 $4,394 $130,260 $1,697,000
========================================================================================================
</TABLE>
Statement of Financial Accounting Standards No. 115, "Accounting for Certain
Investments in Debt and Equity Securities" (SFAS 115), will be adopted
prospectively by Crestar on January 1, 1994. In future reporting periods,
securities classified as available for sale will be reported at fair value, with
unrealized gains or losses (net of tax effect) excluded from earnings and
reported as a component of shareholders' equity. Upon implementation of SFAS 115
in the first quarter of 1994, Crestar expects to classify a total of
approximately $2.9 billion of securities with an unrealized gain of $46 million
(as of January 1, 1994) as securities available for sale. The total unrealized
gain on securities available for sale, net of deferred taxes, will be recorded
as an increase to shareholders' equity upon adoption of SFAS 115. The unrealized
net gain (or loss) on securities available for sale recorded as a component of
shareholders' equity will be subject to change in future periods due to
fluctuations in market values, acquisition activities, and sales, purchases,
maturities and calls of securities classified as available for sale.
(5) Money Market Investments
Money market investments at December 31 included:
<TABLE>
<CAPTION>
============================================================================
In thousands 1993 1992
<S> <C> <C>
Trading account securities $ 5,060 $ 19,894
Federal funds sold 3,815 174,772
Securities purchased under agreements to resell 609,805 419,600
Domestic time deposits 25,128 175,326
U.S. Treasury 6,825 391,440
- ----------------------------------------------------------------------------
Total money market investments $650,633 $1,181,032
============================================================================
</TABLE>
Page 40
<PAGE>
(6) Nonperforming Assets
Nonperforming assets include nonperforming loans and foreclosed properties.
Nonperforming loans consist of loans on which income is recognized on the cash
basis (nonaccrual loans) and loans which meet the accounting definition of a
troubled debt restructuring (restructured loans). Nonperforming loans are
classified as loans in the accompanying consolidated balance sheets. There were
no material commitments to lend additional funds to customers whose loans were
classified as nonperforming at December 31, 1993. At December 31, 1993 and 1992,
credits accounted for as troubled debt restructurings that were included in
nonaccrual loans totaled $21.9 million and $35.6 million, respectively.
In addition to the loans classified as nonaccrual at December 31, 1993 and
1992, there were $23.4 million and $26.0 million, respectively, that were past
due 90 days or more, the majority of which were collateralized or in the process
of collection. Instalment and bank card past due loans are subject to
established charge-off procedures as discussed in note 1(f).
Non-cash additions to foreclosed properties were $26.1 million, $114.1
million and $92.6 million in 1993, 1992 and 1991, respectively. The amounts of
nonperforming assets at December 31 are as follows:
<TABLE>
<CAPTION>
========================================================================
In thousands 1993 1992
<S> <C> <C>
Nonaccrual loans $ 78,081 $141,979
Restructured loans 1,733 249
- ------------------------------------------------------------------------
Total nonperforming loans 79,814 142,228
Foreclosed properties-- net 16,951 78,584
- ------------------------------------------------------------------------
Total nonperforming assets $ 96,765 $220,812
========================================================================
Average nonperforming loans for the year $116,613 $207,002
- ------------------------------------------------------------------------
Average nonperforming assets for the year $170,869 $308,564
========================================================================
</TABLE>
The aggregate recorded investment in nonperforming loans outstanding at December
31, 1993, 1992 and 1991, the pro forma interest income that would have been
earned in 1993, 1992 and 1991 if such loans had not been classified as
nonperforming, and the amount of interest income actually included in net
interest income for those years are as follows:
<TABLE>
<CAPTION>
================================================================================
In thousands Nonperforming Loan Category
----------------------------------------------------------
1993: Commercial Construction Real Estate All Other Total
<S> <C> <C> <C> <C> <C>
Recorded investment $ 39,487 $ 5,843 $33,582 $ 902 $ 79,814
Pro forma interest 4,990 948 1,706 78 7,722
Interest earned 421 -- -- -- 421
- --------------------------------------------------------------------------------
1992:
Recorded investment $ 87,120 $ 8,506 $45,671 $ 931 $142,228
Pro forma interest 7,790 3,362 1,872 103 13,127
Interest earned 377 -- 2 -- 379
- --------------------------------------------------------------------------------
1991:
Recorded investment $145,518 $48,745 $74,564 $1,440 $270,267
Pro forma interest 11,123 6,041 5,358 163 22,685
Interest earned 98 -- 105 -- 203
================================================================================
</TABLE>
(7) Allowance For Loan Losses
The following is a summary of transactions in the consolidated allowance for
loan losses for the years ended December 31:
<TABLE>
<CAPTION>
=======================================================================
In thousands 1993 1992 1991
<S> <C> <C> <C>
Beginning balance $205,017 $ 210,004 $ 149,375
- -----------------------------------------------------------------------
Charge-offs (89,333) (130,662) (166,181)
Recoveries 24,499 16,733 15,438
- -----------------------------------------------------------------------
Net charge-offs (64,834) (113,929) (150,743)
Provision for loan losses 48,775 99,242 209,522
Allowance from acquisitions 22,000 9,700 1,850
- -----------------------------------------------------------------------
Net increase (decrease) 5,941 (4,987) 60,629
- -----------------------------------------------------------------------
Ending balance $210,958 $ 205,017 $ 210,004
=======================================================================
</TABLE>
In 1993, 1992 and 1991, there were no loans charged off representing allocated
transfer risk reserves. Foreign activities represented less than 1 percent of
total assets, total revenues, income before income taxes and net income for
all years presented.
Page 41
<PAGE>
- --------------------------------------------------------------------------------
Notes To Consolidated Financial Statements
- --------------------------------------------------------------------------------
Crestar Financial Corporation And Subsidiaries
(8) Premises And Equipment
Included in the accompanying consolidated balance sheets are the following
components of premises and equipment as of December 31:
<TABLE>
<CAPTION>
=======================================================
In thousands 1993 1992
<S> <C> <C>
Land $ 53,611 $ 46,590
Buildings and improvements 262,992 237,071
Furniture, fixtures and
equipment 224,978 207,237
Capital leases:
Land and buildings 4,072 3,970
Equipment 518 499
- -------------------------------------------------------
546,171 495,367
Less: Accumulated deprecia-
tion and amortization (261,449) (232,712)
- -------------------------------------------------------
284,722 262,655
Construction in progress 17,982 17,853
- -------------------------------------------------------
Total premises and
equipment -- net $ 302,704 $ 280,508
=======================================================
</TABLE>
At December 31, 1993, future minimum lease payments under noncancelable
capital and operating leases that have an initial term in excess of one year
are as follows:
<TABLE>
<CAPTION>
=================================================
Operating Capital
In thousands Leases Leases
<S> <C> <C>
1994 $14,682 $ 674
1995 13,734 549
1996 10,812 408
1997 7,981 306
1998 5,714 246
Later years 25,131 1,209
- -------------------------------------------------
Total minimum lease
payments $78,054 $ 3,392
======
Imputed interest (rates
ranging from 8-14%) (1,427)
- -------------------------------------------------
Present value of net
minimum lease payments
(included in long-term debt) $ 1,965
=================================================
</TABLE>
Total minimum lease payments for operating leases included in the preceding
table have not been reduced by future minimum sublease rentals of $1.4
million. Including capital lease obligations assumed in the purchase of CFS
Financial Corporation, there were $586,000 in new capital lease obligations in
1993. There were no new capital lease obligations incurred in 1992 or 1991.
The executive offices of the Corporation are located in the 24-story
Corporate Headquarters building at 919 East Main Street in Richmond, Virginia.
Crestar and its subsidiaries are the principal tenants of this building.
Crestar owns the corporate headquarters building, an operations center in
Richmond, and regional office buildings in Roanoke and Norfolk, Virginia and
Washington, DC. At December 31, 1993, Crestar had 302 banking locations, the
majority of which were bank buildings. Management considers these properties
to be suitable and adequate for current operations.
Lease expense relating to both cancelable and noncancelable operating
lease agreements (including month-to-month rental agreements) is shown below.
Customarily, these leases provide that the lessee pay taxes, maintenance,
insurance and certain other operating expenses applicable to the leased
property.
<TABLE>
<CAPTION>
==================================================
In thousands 1993 1992 1991
<S> <C> <C> <C>
Buildings $16,598 $17,309 $15,672
Equipment 1,639 1,559 1,273
- --------------------------------------------------
Total lease expense $18,237 $18,868 $16,945
==================================================
</TABLE>
(9) Intangible Assets
Intangible assets at December 31 included:
<TABLE>
<CAPTION>
=======================================================================
In thousands 1993 1992
<S> <C> <C>
Deposit base intangibles $42,654 $31,836
Goodwill 31,450 25,132
Mortgage servicing rights 21,378 24,463
Other 670 796
- -----------------------------------------------------------------------
Total intangible assets -- net $96,152 $82,227
=======================================================================
</TABLE>
Goodwill is shown net of accumulated amortization of $17,320,000 and
$15,035,000 for 1993 and 1992, respectively.
Page 42
<PAGE>
(10) Allowance For Foreclosed Properties
Transactions in the allowance for losses on foreclosed properties for the
years ended December 31 were:
<TABLE>
<CAPTION>
===========================================================================
In thousands 1993 1992
<S> <C> <C>
Beginning balance $ 10,264 $ --
- ---------------------------------------------------------------------------
Write-downs (13,136) (1,736)
Provision for losses on foreclosed properties 6,400 12,000
Allowance from acquisition 2,046 --
- ---------------------------------------------------------------------------
Net increase (decrease) (4,690) 10,264
- ---------------------------------------------------------------------------
Ending balance $ 5,574 $10,264
===========================================================================
</TABLE>
(11) Short-Term Borrowings And Time Deposits
The following is a summary of short-term borrowings outstanding as of December
31 and their related weighted average interest rates:
<TABLE>
<CAPTION>
========================================================================================================
In thousands 1993 1992 1991
-------------------- -------------------- --------------------
Amount Rate Amount Rate Amount Rate
<S> <C> <C> <C> <C> <C> <C>
Federal funds purchased $ 670,407 3.23% $ 443,467 3.28% $ 448,165 4.36%
Securities sold under repurchase
agreements 819,132 2.76 1,006,219 3.18 906,748 4.17
Commercial paper 319 2.63 7,435 2.99 8,521 3.62
Notes payable 110,792 2.64 119,019 2.70 244,877 4.00
U.S. Treasury demand notes 13,487 2.64 17,886 2.45 83,295 3.90
Other 2,606 2.75 13,990 3.73 8,025 6.23
- --------------------------------------------------------------------------------------------------------
Total short-term borrowings $1,616,743 $1,608,016 $1,699,631
========================================================================================================
</TABLE>
Federal funds purchased generally mature daily. Securities sold under repurchase
agreements generally mature within 1 to 365 days or are due upon demand.
Commercial paper matures within 270 days, and master notes, the principal
component of notes payable, are due upon demand.
The Corporation paid $296,483,000, $383,986,000 and $550,196,000 in
interest on short-term borrowings and deposits in 1993, 1992 and 1991,
respectively.
(12) Long-Term Debt
Long-term debt at December 31 included:
<TABLE>
<CAPTION>
=========================================================================================
In thousands 1993 1992
<S> <C> <C>
Parent:
5% Convertible subordinated debentures due 1994 $ 134 $ 136
7-3/4% Debentures due 1997 ($251 held in treasury in 1992) -- 19,349
8-1/4% Subordinated notes due 2002 125,000 125,000
8-5/8% Subordinated notes due 1998 49,955 49,945
- -----------------------------------------------------------------------------------------
Total Parent 175,089 194,430
7% Mortgage note payable through 1997 1,545 1,900
7-1/4% Mortgage note payable through 1994 33 131
7-1/2% Federal Home Loan Bank advance payable through 2008 972 --
8-1/4% Mortgage note payable through 2009 9,235 9,511
10-1/2% Mortgage note payable through 2000 2,317 2,582
8-14% Capital lease obligations maturing through 2004 (note 8) 1,965 1,876
- -----------------------------------------------------------------------------------------
Total consolidated long-term debt $191,156 $210,430
=========================================================================================
</TABLE>
Page 43
<PAGE>
- --------------------------------------------------------------------------------
Notes To Consolidated Financial Statements
- --------------------------------------------------------------------------------
Crestar Financial Corporation And Subsidiaries
The Parent's 5% subordinated debentures are convertible, at the option of their
holders, into the Parent's common stock on or before May 1, 1994, at a
conversion price of $9.25 per share. From date of issuance to December 31, 1993,
$29,866,000 of the principal amount had been converted into 3,228,364 shares of
common stock. These debentures plus any accrued interest are redeemable, at the
Parent's option, in whole or in part, at 100 percent.
The 7-3/4% debentures due 1997 were redeemed at par value in September
1993.
The 8-1/4% subordinated notes, issued in July 1992, are not redeemable
prior to maturity. The 8-1/4% notes qualify as Tier 2 capital for federal bank
regulatory purposes.
The 8-5/8% subordinated notes may not be exchanged or redeemed prior to
maturity, except upon the occurrence of certain events relating to the federal
income tax treatment of the notes to the Corporation. The 8-5/8% notes qualify
as Tier 2 capital for federal bank regulatory purposes.
Outstanding debt agreements at December 31, 1993 place restrictions upon
the disposal of subsidiaries' common stock, the payment of dividends and the
acquisition by the Parent or its subsidiaries of the Parent's capital stock.
Under these restrictions, all retained earnings were available for dividends as
of December 31, 1993.
Expenses relating to the issuance of the 8-1/4% and 8-5/8% notes and the 5%
debentures are being amortized to maturity on a straight-line basis. Upon
conversion to common stock, the unamortized expense attributable to the 5%
debentures is charged to capital surplus.
Mortgage indebtedness consists of the debt relating to four pledged
facilities owned by Crestar Bank which have an aggregate carrying value of
$33,979,000 at December 31, 1993. Payments in 1993, including interest, were
$2,157,000. Mortgage payments in 1994 are expected to approximate the 1993
amount.
The Corporation made payments of $17,928,000, $13,534,000 and $16,134,000
in interest on long-term debt in 1993, 1992 and 1991, respectively.
On September 24, 1993, Crestar filed a shelf registration with the
Securities and Exchange Commission. Under this registration statement, the
Company may issue up to $300,000,000 in unsecured subordinated debt securities,
preferred stock or common stock, or any combination thereof. Securities may be
issued separately or as units, at prices and on terms to be determined at the
time of sale.
The combined maturities of all long-term debt for the years 1994 through
1998 are as follows:
<TABLE>
<CAPTION>
=====================================================================
In thousands 1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C>
Parent $ 134 $ -- $ -- $ -- $49,955
Consolidated 1,822 1,617 1,569 1,421 51,073
=====================================================================
</TABLE>
(13) Income Taxes
Effective January 1, 1993, Crestar adopted Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" (SFAS 109). There was no
material effect on the results of operations from the adoption of this
accounting method.
The current and deferred components of income tax expense allocated to
operations in the accompanying consolidated statements of income are as follows:
<TABLE>
<CAPTION>
==========================================================================
In thousands
Current: 1993 1992 1991
<S> <C> <C> <C>
Federal $54,060 $ 37,996 $ 20,491
State and local (362) 1,347 2,051
- --------------------------------------------------------------------------
Total current tax expense (benefit) 53,698 39,343 22,542
- --------------------------------------------------------------------------
Deferred:
Federal 9,975 (17,886) (15,667)
State and local (684) (1,768) (815)
- --------------------------------------------------------------------------
Total deferred tax expense (benefit) 9,291 (19,654) (16,482)
- --------------------------------------------------------------------------
Total income tax expense $62,989 $ 19,689 $ 6,060
==========================================================================
</TABLE>
In addition to the state and local income tax expenses above, which pertain to
the non-bank affiliates and to the non-Virginia banks, Crestar Bank incurred
Virginia bank franchise taxes of $2,810,000 in 1993, $2,845,000 in 1992 and
$3,330,000 in 1991. This tax is imposed upon banks in Virginia in lieu of income
and personal property taxes. Crestar Bank remits 80 percent of the tax to the
Virginia municipalities in which it does business and the remaining 20 percent
to the State of Virginia.
Page 44
<PAGE>
The differences between the amounts computed by applying the statutory federal
income tax rate to income before income taxes and the actual income tax expense
allocated to operations are as follows:
<TABLE>
<CAPTION>
=======================================================================================
In thousands 1993 1992 1991
<S> <C> <C> <C>
Income before income taxes $203,480 $ 99,490 $ 39,821
- ---------------------------------------------------------------------------------------
Tax expense at statutory rate 71,218 33,826 13,539
- ---------------------------------------------------------------------------------------
Increase (decrease) in taxes resulting from:
Tax-exempt interest and dividends (8,355) (10,573) (14,454)
Nondeductible interest expense 531 790 1,353
Alternative minimum tax (carryforward used) -- (6,457) 5,049
Amortization of goodwill 1,075 872 849
Amortization of deposit base intangibles -- 1,073 1,025
State income taxes 292 (278) 816
Adoption of SFAS 109 (540) -- --
Deferred tax effect of 1993 tax rate change (1,593) -- --
Reversal of previously accrued taxes -- -- (2,122)
Other -- net 361 436 5
- ---------------------------------------------------------------------------------------
Total decrease in taxes (8,229) (14,137) (7,479)
- ---------------------------------------------------------------------------------------
Total income tax expense $ 62,989 $ 19,689 $ 6,060
- ---------------------------------------------------------------------------------------
Effective tax rate 31.0% 19.8% 15.2%
=======================================================================================
</TABLE>
The Corporation made income tax payments of $52,234,000, $37,371,000 and
$20,853,000 during 1993, 1992 and 1991, respectively. At December 31, 1993, the
net deferred tax asset of $48,717,000 consisted of the following:
<TABLE>
<CAPTION>
=====================================================================
Deferred Deferred
Tax Tax
In thousands Assets Liabilities
<S> <C> <C>
Allowance for loan losses $71,113 $ --
Unrealized losses on foreclosed properties 4,743 --
Compensation and employee benefits 12,646 --
Premises and equipment -- 15,838
Deposit base intangibles -- 11,979
Investment securities -- 3,109
Unamortized deferred loan fees and costs -- 2,442
Loans -- 2,690
Lease receivables -- 2,591
Loan acquisition discount -- 2,636
Other 5,240 3,740
- ---------------------------------------------------------------------
Total deferred taxes $93,742 $45,025
=====================================================================
Net deferred tax asset $48,717
=====================================================================
</TABLE>
The net deferred tax asset at January 1, 1993, included a valuation allowance of
$1.1 million (zero at December 31, 1993) representing a capital loss
carryforward expiring in 1998. This allowance was reduced to zero as a result of
a decrease in the corresponding temporary difference during 1993. Crestar has
sufficient taxable income in the available carryback periods and future taxable
income from reversing taxable temporary differences to realize substantially all
of its deferred tax assets. Management believes, based on the Corporation's
history of generating significant earnings and expectations of future earnings,
that it is more likely than not that all recorded deferred tax assets will be
realized.
Page 45
<PAGE>
- --------------------------------------------------------------------------------
Notes To Consolidated Financial Statements
- --------------------------------------------------------------------------------
Crestar Financial Corporation And Subsidiaries
The primary timing differences and the resulting deferred income tax benefits
for the years ended December 31, 1992 and 1991 are as follows:
<TABLE>
<CAPTION>
========================================================================================
In thousands 1992 1991
<S> <C> <C>
Deduction for loan losses on tax returns greater (less) than
the provision charged to operating expense $ 4,840 $(19,664)
Financial statement AMT greater (less) than tax return AMT (6,457) 5,049
Reversal of previously accrued taxes -- (2,122)
Depreciation (1,420) (1,120)
Amortization of acquired intangible assets 1,351 1,252
Accretion of discount on securities (1,801) (708)
Deferral and amortization of loan fees and costs (449) 798
Leasing 9 1,607
Unrealized losses on other real estate owned (12,782) (899)
Other -- net (2,945) (675)
- ----------------------------------------------------------------------------------------
Total deferred income tax benefit $(19,654) $(16,482)
========================================================================================
</TABLE>
Net deferred income taxes in the accompanying consolidated balance sheets are
included in other assets or other liabilities, as appropriate.
The tax returns through 1987 have either been examined or are no longer
subject to examination by the Internal Revenue Service (IRS). During 1993, the
IRS continued an examination of the tax returns for 1988 through 1990.
Management believes that any deficiency that may be determined will not have a
material effect on consolidated earnings.
(14) Shareholders' Equity And Earnings Per Share
During 1993 the Corporation purchased and retired 522,300 shares of common stock
at an average cost of $40.31 per share. There were no shares of common stock
purchased and retired in 1992 or 1991.
During 1993, $2,000 of subordinated debentures were converted to 216 shares
of common stock. During 1992 and 1991, $17,000 and $15,000, respectively, of
subordinated debentures were converted to 1,837 and 1,621 shares of common
stock, respectively.
In October 1992, Crestar completed the public offering and sale of
3,450,000 shares of common stock at $29.25 per share, providing a net addition
of $97.1 million to shareholders' equity.
At December 31, 1993, common stock was reserved for issuance to directors,
officers or employees with respect to stock options granted from 1987 through
1993 as explained in note 18. There were 500,000 shares reserved for the
Performance Equity Plan, which provides awards to key executives based upon
attainment of specific long-term corporate goals. No shares were beneficially
owned by a subsidiary. There were 14,876 shares of common stock reserved for the
conversion of the 5% convertible subordinated debentures at December 31, 1993.
In December 1993, all 900,000 shares of the Adjustable Rate Cumulative
Preferred Stock Series B were redeemed at 103% of the stock's stated value, or a
price per share of $51.50, plus accrued and unpaid dividends.
Average common and common equivalent shares used in the determination of
earnings per share were:
<TABLE>
<CAPTION>
==========================================
In thousands 1993 1992 1991
<S> <C> <C> <C>
Primary 37,587 32,286 31,921
Plus assumed
conversion of
debentures 15 15 17
Other 63 68 8
- ------------------------------------------
Fully diluted 37,665 32,369 31,946
==========================================
</TABLE>
Fully diluted earnings per common share are calculated using net income
increased by interest and amortization of debt issuance expense, net of tax
effect, relating to the outstanding 5% convertible subordinated debentures and
reduced by the preferred dividends applicable to the Series B preferred stock as
follows:
<TABLE>
<CAPTION>
=================================================================
In thousands 1993 1992 1991
<S> <C> <C> <C>
Interest and
amortization of
debt issuance
expense $ 7 $ 7 $ 8
Tax effect (2) (2) (3)
Preferred dividends,
Series B (2,221) (2,475) (2,576)
- -----------------------------------------------------------------
Net adjustment
to net income $(2,216) $(2,470) $(2,571)
=================================================================
</TABLE>
Page 46
<PAGE>
(15) Other Income
Other income in the consolidated statements of income includes the following
components:
<TABLE>
<CAPTION>
=========================================================================
In thousands 1993 1992 1991
<S> <C> <C> <C>
Mortgage servicing $15,371 $13,637 $13,363
Mortgage origination -- net 20,631 16,631 9,504
Automated teller machine fees 9,355 7,925 5,463
Trading account activities 4,415 6,880 8,295
Commissions on letters of credit 7,272 5,081 5,899
Safe deposit box rental 2,239 3,282 3,033
Gain on sale of mortgage servicing rights 3,600 1,761 --
Miscellaneous 18,786 11,539 8,902
- -------------------------------------------------------------------------
Total other income $81,669 $66,736 $54,459
=========================================================================
</TABLE>
(16) Regulatory Requirements And Restrictions
Crestar Bank, Crestar Bank N.A. and Crestar Bank MD (Banks) are subject to
certain requirements imposed by state and federal banking statutes and
regulations. These requirements, among other things, establish minimum levels
for capital and restrict the amount of dividends that may be distributed and the
amount of loans that may be made by the Banks to the Parent and require that the
Banks maintain a minimum reserve balance with the Federal Reserve Bank.
Under the current supervisory practices of the Banks' regulatory agencies,
prior approval from those agencies is required if cash dividends declared in any
given year exceed net income for that year plus retained earnings of the two
preceding years. The amount of dividends available to the Parent from the Banks
at January 1, 1994, without prior approval, was approximately $106.0 million.
Cash dividends paid by the Banks to the Parent in 1993, 1992 and 1991 were $93.8
million, $30.1 million and $28.1 million, respectively.
Section 23A of the Federal Reserve Act places limitations on the amount of
credit that may be extended to the Parent by the Banks. Generally, up to 10% of
the Banks' regulatory capital, surplus, undivided profits, allowance for loan
losses and contingency reserves may be loaned by the Banks to the Parent. As of
December 31, 1993, $116.3 million of credit was available to the Parent under
this limitation, although no extensions of credit were outstanding.
For the reserve maintenance period in effect at December 31, 1993 and 1992,
the Banks were required to maintain average daily balances totaling
approximately $339.6 million and $291.6 million, respectively, with the Federal
Reserve Bank. The average amount of reserve balances for the year ended December
31, 1993 totaled approximately $294.2 million.
As of January 1, 1993, aggregate loans to directors and executive officers
and their associates were $13,874,000. Additions and repayments totaled $946,000
and $3,966,000 respectively, during 1993 and the balance was $10,854,000 at year
end. These loans were made in the ordinary course of business and were arms-
length in terms of credit risk, interest rates and collateral requirements
prevailing at the time for comparable transactions. These loans do not represent
more than a normal credit risk. None of these loans were nonaccrual, past due or
restructured at December 31, 1993.
(17) Pension Plans
As of December 31, 1993, the Corporation had various non-contributory defined
benefit pension plans. Benefits under the plans are based on length of service
and a percentage of qualifying compensation during the final years of
employment. The Corporation's funding policy is to contribute annually the
maximum amount that can be contributed for federal income tax purposes.
Contributions are intended to provide not only for benefits attributed to
service to date but also for those expected to be earned in the future.
During 1991 Crestar purchased annuities to settle certain pension
obligations for selected retirees of the Corporation. As a result, the projected
benefit
Page 47
<PAGE>
- --------------------------------------------------------------------------------
Notes To Consolidated Financial Statements
- --------------------------------------------------------------------------------
Crestar Financial Corporation And Subsidiaries
obligation was reduced by $10,255,000 and a pre-tax gain of $2,236,000 was
recognized.
Net periodic pension expense in 1993, 1992 and 1991 includes the following
components:
<TABLE>
<CAPTION>
===============================================================================
In thousands 1993 1992 1991
<S> <C> <C> <C>
Service cost-- benefits earned during the year $ 4,949 $ 4,906 $ 5,351
Interest expense on projected benefit obligation 6,784 6,244 6,362
Actual return on plan assets (18,906) (9,859) (17,908)
Net amortization and deferral 9,167 1,175 9,921
- -------------------------------------------------------------------------------
Net periodic pension expense $ 1,994 $ 2,466 $ 3,726
===============================================================================
</TABLE>
The following table sets forth the Plans' funded status and amounts recognized
in the Corporation's consolidated balance sheets at December 31, 1993 and 1992,
based on a measurement date of September 30 for each respective year:
<TABLE>
<CAPTION>
========================================================================================================
In thousands 1993 1992
<S> <C> <C>
Accumulated benefit obligation, including vested benefits of $81,540 in 1993
and $55,667 in 1992 $ (82,621) $(56,943)
========================================================================================================
Projected benefit obligation for service rendered to date (121,416) (85,422)
Plan assets at fair value, primarily listed stocks and U.S. Treasury bonds 123,480 105,586
- --------------------------------------------------------------------------------------------------------
Plan assets in excess of projected benefit obligation 2,064 20,164
Unrecognized net gain from past experience different from that assumed
and effects of changes in assumptions (324) (16,161)
Unrecognized net asset at October 1, 1985, being recognized over 15 years (2,614) (3,031)
- --------------------------------------------------------------------------------------------------------
Prepaid (accrued) pension expense $ (874) $ 972
========================================================================================================
</TABLE>
The weighted average discount rate and the rate of increase in future
compensation levels used in determining the actuarial present value of the
projected benefit obligation were 7.25% and 5.0%, respectively, in 1993 and 8.0%
and 5.0%, respectively, in 1992. The expected long-term rate of return on assets
was 8.5% for both 1993 and 1992.
(18) Other Employee Benefit Plans
The Corporation maintains a stock incentive plan which allows for the granting
of incentive and non-qualified stock options to all employees on a discretionary
basis. The Corporation also maintains a stock option plan under which no future
options will be granted, but under which previously granted options were
outstanding at December 31, 1993. Stock options are granted at prices equal to
the fair market value of the stock on the date of grant. Options are exercisable
starting one year from the date of grant, or upon retirement, disability or
death, and expire seven years from the date of grant for options granted prior
to 1989 and ten years from the date of grant for options granted in 1989 and
thereafter. Effective in January 1992, all stock appreciation rights (SARs),
which had previously been granted in tandem with options, were canceled. No new
grants of SARs have been made since that time.
The following summarizes activity relating to options and SARs:
<TABLE>
<CAPTION>
==================================================================================================================
1993 1992 1991
--------------------- -------------------- --------------------
Options SARs Options SARs Options SARs
<S> <C> <C> <C> <C> <C> <C>
Outstanding, January 1 1,120,800 -- 931,000 481,521 663,882 338,244
Granted 207,730 -- 363,550 -- 317,500 165,545
Canceled or retired (4,350) -- (7,400) (481,521) (25,800) (22,268)
Exercised ($14.75 to $29.00 per share) (270,879) -- (166,350) -- (24,582) --
- ------------------------------------------------------------------------------------------------------------------
Outstanding, December 31
($14.75 per share to $43.69 per share) 1,053,301 -- 1,120,800 -- 931,000 481,521
- ------------------------------------------------------------------------------------------------------------------
Exercisable, December 31 885,151 -- 762,750 -- 604,202 318,312
==================================================================================================================
</TABLE>
On January 1, 1993, Crestar adopted Statement of Financial Accounting Standards
No. 106, "Employers' Accounting for Postretirement Benefits Other Than
Pensions." Under this accounting rule, costs of retiree benefits other than
pensions are accrued in a manner similar to pension costs. Prior to 1993, these
other retiree benefit costs were expensed when paid, and totaled $1.7 million in
1992 and $1.2 million in 1991. The effect of adopting this statement was to
increase employee benefits expense for 1993 by
Page 48
<PAGE>
approximately $2.1 million. Postretirement benefits expense for periods prior to
January 1, 1993 has not been restated.
The following table presents the projected status of Crestar's
postretirement life and contributory health insurance benefit plans for eligible
retirees as of December 31, 1993:
<TABLE>
<CAPTION>
================================================
In thousands
<S> <C>
Accumulated postretirement benefit
obligations (other than pensions):
Retirees $(27,821)
Eligible active plan participants (5,599)
Ineligible active participants (7,740)
- ------------------------------------------------
Total (41,160)
Unrecognized net loss 5,512
Unrecognized transition obligation
to be recognized over 20 years 32,490
- ------------------------------------------------
Accrued postretirement benefit expense $ (3,158)
================================================
</TABLE>
Postretirement benefit expense for the year ended December 31, 1993 included
these components:
<TABLE>
<CAPTION>
================================================
In thousands
<S> <C>
Service cost $ 573
Interest cost 2,131
Amortization of transition obligation 1,710
- ------------------------------------------------
Net postretirement benefit expense $4,414
================================================
</TABLE>
The weighted average annual assumed rate of increase in the per capita cost of
covered benefits for health insurance is 13% for 1994 and is assumed to decrease
gradually to 6% in 2000 and remain at that level thereafter. Increasing the
assumed health care trend rates by one percentage point in each year would
increase the accumulated postretirement benefit obligation for the medical plan
by approximately $2.5 million, and would increase the aggregate of the service
and interest components of net postretirement benefit expense by approximately
$250 thousand for 1993. The weighted average discount rate used in projecting
the accumulated plan benefit obligation was 7.25%, and the average rate of
annual compensation increase ranged from 5.0% to 7.8%, depending upon the age of
the participant.
The Corporation maintains a grantor trust to pay certain employee benefits
as they become due. Assets of the trust are restricted to use for applicable
employee benefit plans, including deferred compensation and medical benefit
plans. These trust assets of approximately $63 million at December 31, 1993 are
included in the Corporation's total assets.
The Corporation has a thrift plan and a profit-sharing plan covering
substantially all full-time employees beginning January 1 after date of hire.
The Corporation makes matching contributions of 50 cents for every $1 of
employee contributions to the thrift plan, up to 6 percent of base pay. Employer
profit-sharing contributions are determined by applying a formula based on
return on equity to covered compensation. Thrift and profit-sharing plan
expenses totaled $11.0 million, $8.3 million and $3.4 million in 1993, 1992 and
1991, respectively.
Statement of Financial Accounting Standards No. 112 (SFAS 112), "Employers'
Accounting for Postemployment Benefits," establishes accounting standards for
benefits provided to inactive or former employees after employment, but before
retirement. For Crestar, such benefits consist principally of short-term
disability benefits. Under the new standard, which becomes effective on January
1, 1994, estimated costs of postemployment benefits are accrued during the
period of active employment rather than expensed when paid. Crestar expects to
incur a pre-tax charge of approximately $2.0 million in the first quarter of
1994 upon adoption of this accounting standard.
(19) Other Expense
Other expense in the consolidated statements of income includes the following
components:
<TABLE>
<CAPTION>
===============================================================================
In thousands 1993 1992 1991
<S> <C> <C> <C>
Communications $ 21,136 $ 19,334 $ 18,149
Stationery, printing and supplies 7,133 6,451 6,086
Professional fees and services 13,487 15,898 13,244
Loan expense 9,034 8,409 5,797
FDIC premiums 22,847 21,003 17,806
Advertising and marketing 13,709 8,137 7,866
Transportation 5,388 5,357 5,610
Outside data services 14,879 11,769 11,923
Amortization of purchased intangibles 21,926 13,630 12,338
Foreclosed properties 33,055 60,188 11,833
Miscellaneous 35,321 38,124 30,349
- -------------------------------------------------------------------------------
Total other expense $197,915 $208,300 $141,001
===============================================================================
</TABLE>
Page 49
<PAGE>
- --------------------------------------------------------------------------------
Notes To Consolidated Financial Statements
- --------------------------------------------------------------------------------
Crestar Financial Corporation And Subsidiaries
(20) Condensed Bank Information
The following shows Condensed Consolidated Balance Sheets for Crestar Bank,
Crestar Bank N.A. and Crestar Bank MD at December 31, 1993:
<TABLE>
<CAPTION>
=====================================================================================
In thousands Crestar Bank Crestar Bank N.A. Crestar Bank MD
------------ ----------------- ---------------
<S> <C> <C> <C>
Cash and due from banks $ 643,057 $ 145,435 $ 76,056
Investment securities 1,385,401 276,753 130,245
Securities held for sale 1,043,879 467,494 185,627
Money market investments 548,332 250,030 235,000
Mortgage loans held for sale 591,233 -- --
Loans -- net of unearned income 6,736,384 305,989 244,749
Less: Allowance for loan losses (188,317) (16,584) (6,057)
- -------------------------------------------------------------------------------------
Loans -- net 6,548,067 289,405 238,692
Premises and equipment -- net 242,164 47,539 11,695
Customers' liability on acceptances 11,578 -- --
Intangible assets -- net 63,523 24,146 8,483
Other assets 289,318 31,930 7,611
- -------------------------------------------------------------------------------------
Total Assets $11,366,552 $1,532,732 $893,409
=====================================================================================
Deposits $ 8,395,223 $1,249,523 $749,063
Short-term borrowings 1,830,365 98,276 61,224
Notes payable to Parent 163,000 10,000 --
Liability on acceptances 11,578 -- --
Other liabilities 146,373 23,557 17,501
Long-term debt 15,086 972 9
- -------------------------------------------------------------------------------------
Total liabilities 10,561,625 1,382,328 827,797
- -------------------------------------------------------------------------------------
Common stock 210,000 5,258 12,210
Capital surplus 135,723 93,423 43,187
Retained earnings 459,204 51,723 10,215
- -------------------------------------------------------------------------------------
Total shareholder's equity 804,927 150,404 65,612
- -------------------------------------------------------------------------------------
Total Liabilities And
Shareholder's Equity $11,366,552 $1,532,732 $893,409
=====================================================================================
</TABLE>
Condensed Consolidated Statements of Income for Crestar Bank, Crestar Bank N.A.
and Crestar Bank MD for the year ended December 31, 1993 are shown in the
following table:
<TABLE>
<CAPTION>
===================================================================================
In thousands Crestar Bank Crestar Bank N.A. Crestar Bank MD
------------ ----------------- ---------------
<S> <C> <C> <C>
Income from earning assets $715,308 $72,622 $46,167
Interest expense 266,717 27,374 17,707
- -----------------------------------------------------------------------------------
Net interest income 448,591 45,248 28,460
Provision for loan losses 46,230 -- 2,545
- -----------------------------------------------------------------------------------
Net credit income 402,361 45,248 25,915
Noninterest income 202,921 25,919 18,744
Securities gains -- 87 51
- -----------------------------------------------------------------------------------
Net credit and noninterest income 605,282 71,254 44,710
Noninterest expense 436,492 52,262 33,641
- -----------------------------------------------------------------------------------
Income before income taxes 168,790 18,992 11,069
Applicable income tax expense 52,960 4,792 5,126
- -----------------------------------------------------------------------------------
Net income $115,830 $14,200 $ 5,943
===================================================================================
</TABLE>
Page 50
<PAGE>
(21) Condensed Parent Information
The following shows the Parent's Condensed Balance Sheets:
<TABLE>
<CAPTION>
=============================================================================================
December 31,
--------------------------
In thousands 1993 1992
<S> <C> <C>
Cash in banks $ 31,276 $ 29,536
Investment securities 12,967 31,591
Securities purchased under agreements to resell 109,000 209,000
Securities purchased from subsidiaries under agreements to resell -- 5,441
Other money market investments 31,940 --
Notes receivable from subsidiaries 173,000 173,000
Investments in subsidiaries:
Bank subsidiaries 1,020,943 915,360
Non-bank subsidiaries 8,038 3,391
Other assets 11,735 8,708
- ---------------------------------------------------------------------------------------------
Total Assets $1,398,899 $1,376,027
=============================================================================================
Commercial paper $ 320 $ 7,435
Master notes 110,792 119,019
Securities sold to subsidiary under repurchase agreements 2,706 --
Payable to Crestar Bank -- 45,000
Other liabilities 47,515 51,238
Long-term debt 175,089 194,430
Total shareholders' equity 1,062,477 958,905
- ---------------------------------------------------------------------------------------------
Total Liabilities And Shareholders' Equity $1,398,899 $1,376,027
=============================================================================================
</TABLE>
The Parent's retained earnings as of December 31, 1993 and 1992 were
$626,003,000 and $545,008,000, respectively, and were comprised primarily of the
undistributed earnings of its subsidiaries. The Parent's Condensed Statements of
Income for each of the last three fiscal years are shown in the following table:
<TABLE>
<CAPTION>
==================================================================================================
Years Ended December 31,
------------------------------
In thousands 1993 1992 1991
<S> <C> <C> <C>
Cash dividends from subsidiaries:
Bank subsidiaries $ 93,834 $30,100 $28,054
Non-bank subsidiaries -- -- 2,574
Interest from subsidiaries 14,844 11,418 12,777
Interest on investment securities 1,634 2,536 6,200
Interest on securities purchased under agreements to resell 3,014 6,184 7,553
Income on other money market investments 1,762 -- --
Other income 36 28 26
Securities losses (1,859) (979) (21)
- --------------------------------------------------------------------------------------------------
Total income 113,265 49,287 57,163
- --------------------------------------------------------------------------------------------------
Interest on short-term borrowings 3,021 4,046 9,582
Interest on note payable to subsidiary -- 99 --
Interest on long-term debt 15,754 15,628 14,039
Other expense 1,099 1,269 515
- --------------------------------------------------------------------------------------------------
Total expense 19,874 21,042 24,136
- --------------------------------------------------------------------------------------------------
Income before income taxes and equity in undistributed
net income of subsidiaries 93,391 28,245 33,027
Income tax benefit (1,451) (1,529) (2)
- --------------------------------------------------------------------------------------------------
Income before equity in undistributed net income of subsidiaries 94,842 29,774 33,029
- --------------------------------------------------------------------------------------------------
Equity in undistributed net income of subsidiaries 45,649 50,027 732
- --------------------------------------------------------------------------------------------------
Net Income $140,491 $79,801 $33,761
==================================================================================================
</TABLE>
Page 51
<PAGE>
- --------------------------------------------------------------------------------
Notes To Consolidated Financial Statements
- --------------------------------------------------------------------------------
Crestar Financial Corporation And Subsidiaries
The following shows the Parent's Condensed Statements of Cash Flows for each of
the last three fiscal years. Cash and cash equivalents consist of cash in banks.
<TABLE>
<CAPTION>
====================================================================================================================
In thousands Years Ended December 31,
-----------------------------------------
Operating Activities 1993 1992 1991
<S> <C> <C> <C>
Net Income $ 140,491 $ 79,801 $ 33,761
Adjustments to reconcile net income to
net cash provided by operating activities:
Equity in undistributed net income of subsidiaries (45,649) (50,027) (732)
Depreciation and amortization of premises and equipment 52 51 52
Securities losses 1,859 979 21
Amortization and accretion, net 248 314 334
Net proceeds from securities held for sale 22,191 -- 183,721
Net decrease (increase) in accrued interest receivable,
prepaid expenses and other assets (3,780) 1,104 12,515
Net increase (decrease) in accrued interest payable,
accrued expenses and other liabilities (3,899) 12,266 30,913
- --------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 111,513 44,488 260,585
- --------------------------------------------------------------------------------------------------------------------
Investing Activities
Proceeds from maturities of investment securities -- 1,015 6,774
Proceeds from sales of investment securities -- 6,175 --
Purchases of investment securities (749) -- --
Net decrease (increase) in securities purchased under agreements to resell 105,441 (69,441) (145,000)
Net increase in other money market investments (31,940) -- --
Net increase in notes receivable from subsidiaries -- (65,000) --
Decrease in payable to subsidiary (45,000) -- --
Increase in investments in subsidiaries (2,500) (15,750) --
Net cash paid for acquisitions (5,524) -- (839)
- --------------------------------------------------------------------------------------------------------------------
Net cash provided (used) by investing activities 19,728 (143,001) (139,065)
- --------------------------------------------------------------------------------------------------------------------
Financing Activities
Net decrease in short-term borrowings (12,636) (31,058) (70,072)
Principal payments on long-term debt (19,349) (70,000) (259)
Proceeds from issuance of long-term debt -- 124,529 --
Redemption of preferred stock (46,350) -- --
Cash dividends paid (45,091) (29,121) (40,437)
Common stock purchased and retired (21,054) -- --
Proceeds from the issuance of common stock 14,979 108,918 13,979
- --------------------------------------------------------------------------------------------------------------------
Net cash provided (used) by financing activities (129,501) 103,268 (96,789)
- --------------------------------------------------------------------------------------------------------------------
Increase in cash and cash equivalents 1,740 4,755 24,731
Cash and cash equivalents at beginning of year 29,536 24,781 50
- --------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year $ 31,276 $ 29,536 $ 24,781
====================================================================================================================
</TABLE>
(22) Commitments, Contingencies And Other Financial Instruments
In the normal course of business, Crestar is a party to commitments, contingent
liabilities and other financial instruments that are not reflected in the
accompanying consolidated financial statements. Commitments to extend credit,
put options, standby letters of credit, interest rate caps, interest rate floors
and collars, interest rate swaps, and forward contracts are some of the vehicles
used by Crestar in meeting the financing needs of its customers and managing its
own exposure to fluctuations in interest rates. These items involve, to varying
degrees, elements of credit and interest rate risk in excess of the amounts
recognized in the consolidated balance sheets. Any losses which may result from
these transactions are not expected to have a material effect on the
accompanying consolidated financial statements. Notional principal amounts often
are used to express the volume of the transaction, but the amounts potentially
subject to credit risk are much smaller.
Page 52
<PAGE>
The following table presents the contract or notional amount of each class of
instrument and the estimated unrealized gain (loss) of such instruments at
December 31, 1993 and 1992:
<TABLE>
<CAPTION>
==============================================================================================================
In thousands Unrealized Net Gain (Loss) Notional Amount
------------------------- --------------------------
1993 1992 1993 1992
<S> <C> <C> <C> <C>
Financial instruments whose notional or contract
amounts equaled maximum credit risk (assumes
counter-party defaults and collateral proves to be
worthless):
Legally binding unfunded commitments to
extend credit $(12,900) $ -- $4,521,484 $4,624,797
Standby letters of credit -- -- 394,156 434,887
Commercial and similar letters of credit -- -- 75,913 92,560
Recourse obligations -- -- 710,415 773,943
Other -- -- 12,890 23,795
- --------------------------------------------------------------------------------------------------------------
Total $(12,900) $ -- $5,714,858 $5,949,982
==============================================================================================================
Financial instruments whose notional or contract
amounts exceeded the amount of credit risk:
Caps, floors, collars and swaps:
As hedges against interest rate risk $ 21,171 $33,117 $2,121,089 $2,454,777
As a financial intermediary 764 875 385,267 440,504
Forward contracts to hedge lending commitments 3,400 (5,247) 943,330 556,246
- --------------------------------------------------------------------------------------------------------------
Total $ 25,335 $28,745 $3,449,686 $3,451,527
==============================================================================================================
</TABLE>
Unless noted otherwise, the Corporation does not require collateral to support
off-balance sheet financial instruments with credit risk.
Commitments to extend credit are legally binding agreements to lend to a
customer which typically contain clauses that permit cancellation of the
commitment in the event of credit deterioration of the borrower. Standby letters
of credit are conditional commitments issued by Crestar to guarantee the
performance of customers to a third party. Crestar receives a commitment fee for
entering into such agreements.
The credit risk associated with commitments to extend credit and standby
letters of credit is similar to direct lending; therefore, all of these items
are subject to the Corporation's loan approval and review procedures and
policies. Based upon management's credit evaluation of the customer, Crestar may
require the customer to provide various types of collateral as security for the
agreement, including balances on deposit, investment securities, real estate and
inventory.
The total contract amounts do not necessarily represent future cash
requirements, since many of these items are expected to expire without being
drawn upon. At December 31, 1993, approximately $6.5 million of the standby
letters of credit and $20.9 million of commercial and similar letters of credit
were participated to other financial institutions.
A geographic concentration exists within Crestar's loan portfolio since
most of Crestar's business activity is with customers located in Virginia,
Maryland or Washington, DC. Based upon Standard Industrial Classification codes
used for regulatory purposes, the Corporation had no aggregate loan
concentrations of 10% or more of total loans in any particular industry at
December 31, 1993. However, under a broader view of the portfolio, Crestar had
$1.1 billion in loans outstanding to real estate developers and investors at
year-end 1993. These loans are diversified by geographic region within Crestar's
market and by project type and are made in accordance with the Corporation's
normal credit and underwriting guidelines and risk management policies.
The Corporation services mortgage loans other than those included in the
accompanying consolidated financial statements and, in some cases, accepts a
recourse liability on the serviced loans. At December 31, 1993, approximately
$376.8 million of the balance of these loans serviced with recourse is insured
by governmental agencies or private insurance companies.
Crestar has agreed to repurchase at the holder's option certain housing
authority bonds at par value under the terms of various tender option
agreements. Approximately $5.2 million of the $12.9 million in total repurchase
risk associated with this put bond program has been participated to another
financial institution.
The Corporation enters into a variety of interest rate cap, floor, collar,
and swap agreements as hedges (to manage its interest rate exposure) and as an
intermediary (to enable customers to transfer, modify or reduce their interest
rate risk). At
Page 53
<PAGE>
- --------------------------------------------------------------------------------
Notes To Consolidated Financial Statements
- --------------------------------------------------------------------------------
Crestar Financial Corporation And Subsidiaries
December 31, 1993, the total notional amount of these instruments that hedge the
Corporation's interest rate risk was $2.1 billion, which included $1.5 billion
in swaps to convert certain variable-rate assets to fixed rates in order to
manage Crestar's interest sensitivity position: $55 million in swaps utilized to
convert specifically identified time deposits and short-term borrowings to
variable interest rates in order to lock in a spread on the variable-rate assets
that they fund; $4 million in swaps to hedge the interest rate risk associated
with the aforementioned tender option agreement; $400 million in caps to
minimize interest rate risk associated with certain variable-rate deposits and
overnight securities; and $200 million of interest rate floor agreements to
minimize interest rate risk associated with variable rate assets. The
Corporation believes that such off-balance sheet transactions have been
successful in attaining interest rate sensitivity goals.
The following chart provides additional details on the interest rate swaps,
floors and caps utilized by Crestar at December 31, 1993 as hedges against
interest rate risk.
<TABLE>
<CAPTION>
========================================================================================================
Notional Expected Average Unrealized Unrealized
Dollars in thousands Balance Maturity Fixed Rate Gains Losses
<S> <C> <C> <C> <C> <C>
Interest rate swaps:
Receive fixed rate $1,517,089 1.87 yrs. 6.05% $20,319 $ (730)
Pay fixed rate 4,000 1.15 12.73 -- (394)
Interest rate floors 200,000 1.08 NA* 2,208 --
Interest rate caps 400,000 .18 NA* -- (232)
- --------------------------------------------------------------------------------------------------------
Total financial instruments used as
hedges against interest rate risk $2,121,089 $22,527 $(1,356)
========================================================================================================
</TABLE>
*Not applicable
Interest rate floors and caps included in the above schedule are tied to the
London Inter-Bank Offered Rate (LIBOR). The average fixed strike rate at
December 31, 1993 for interest rate floors was 5.50%, and for interest rate caps
was 8.25%.
Credit risk associated with interest rate swaps, floors and caps is
generally limited to the estimated replacement cost of those instruments in a
gain position. No interest rate swaps, floors or caps used as hedges against
interest rate risk were sold by Crestar during 1993 or 1992.
At December 31, 1993, Crestar had entered into $385.3 million of interest
rate cap, floor, collar and swap agreements as a financial intermediary for
customers. As an intermediary, Crestar typically becomes a principal in the
exchange of interest payments between parties and, therefore, is exposed to loss
should one of the parties default. The Corporation performs normal credit
reviews on each counterparty and minimizes its exposure to the interest rate
risk inherent in these items by entering into offsetting positions or by using
hedging techniques to minimize risk. Notional principal amounts are used to
express the volume of the transaction, but the amounts potentially subject to
credit risk are much smaller and are limited to the value of the contractual
cash flows.
The Corporation entered into $943.3 million (contract amount) of forward
agreements to reduce the interest rate risk arising from changes in market rates
from the time various lending commitments are made until those commitments are
funded.
The fair values of off-balance sheet financial instruments were estimated
based on the fees currently charged to enter into similar agreements, taking
into account the remaining terms of the agreements and creditworthiness of
counterparties. Unfunded loan commitments are generally priced at market at the
time of funding and are subject to certain credit standards. The carrying value
of interest rate caps, floors, collars and swaps used as hedges and other off-
balance sheet financial instruments was not material at year-end 1993 or 1992.
A large portion of Crestar's investment securities and securities held for
sale portfolios is comprised of mortgage-backed obligations issued by various
Federal agencies. At December 31, 1993 the total amount invested in these
securities was $1.5 billion or 41% of the combined investment securities and
securities held for sale portfolios.
Certain litigation is pending against Crestar. Management, after reviewing
this litigation with legal counsel, is of the opinion that these matters, when
resolved, will not have a material effect on the accompanying consolidated
financial statements.
Page 54
<PAGE>
(23) Fair Value Of Financial Instruments
The majority of Crestar's assets and liabilities are financial instruments;
however, most of these financial instruments lack an available trading market.
Significant estimates, assumptions and present value calculations were
therefore used for purposes of the following disclosure, resulting in a great
degree of subjectivity inherent in the indicated fair value amounts.
Comparability among financial institutions may be difficult due to the wide
range of permitted valuation techniques and the numerous estimates and
assumptions which must be made. The Corporation's remaining assets and
liabilities which are not considered financial instruments have not been
valued differently than has been customary with historical cost accounting,
nor have lines of business such as trust or mortgage banking services been
separately valued.
Valuation methods, estimated fair values and carrying values at December
31, 1993 and 1992 are as follows:
<TABLE>
<CAPTION>
=================================================================================
In thousands Estimated Fair Value Carrying Value
------------------------ ------------------------
1993 1992 1993 1992
<S> <C> <C> <C> <C>
Cash and due from banks $ 716,652 $ 754,583 $ 716,652 $ 754,583
Investment securities 1,845,714 1,707,728 1,824,617 1,684,900
Securities held for sale 1,729,796 1,566,630 1,697,000 1,544,049
Money market investments 650,633 1,181,032 650,633 1,181,032
=================================================================================
</TABLE>
The fair values of cash and due from bank balances and of money market
investments are equal to the carrying values. Financial instrument assets
actively traded in a secondary market were valued using available quoted
market prices.
<TABLE>
<CAPTION>
=================================================================================
In thousands Estimated Fair Value Carrying Value
------------------------ ------------------------
1993 1992 1993 1992
<S> <C> <C> <C> <C>
Net loans, including loans
held for sale $7,878,000 $6,872,000 $7,667,397 $6,743,939
Other financial instrument
assets 180,111 191,928 179,086 192,041
=================================================================================
</TABLE>
The Company's loan portfolio was valued at discounted values of projected cash
flows. The applicable discount rates were based on rates paid on U.S. Treasury
securities with various maturity dates, adjusted for noninterest operating
costs, anticipated credit losses and prepayment risk. This valuation excludes
the additional value of customer relationships connected with Crestar's bank
card, home equity line or similar revolving line of credit arrangements. Other
financial instrument assets consist largely of customers' liability on
acceptances and accrued interest receivable, for which fair value approximates
carrying value. The fair value of other instruments was estimated based on
discounted values of projected cash flows.
<TABLE>
<CAPTION>
=================================================================================
In thousands Estimated Fair Value Carrying Value
------------------------ ------------------------
1993 1992 1993 1992
<S> <C> <C> <C> <C>
Deposits with no stated
maturities $7,481,765 $6,760,060 $7,481,765 $6,760,060
=================================================================================
</TABLE>
Deposit liabilities payable on demand, consisting of demand deposits, interest
checking deposits, money market deposit accounts and regular savings deposits,
by definition have an estimated fair value equal to carrying value. Recent
purchase transactions of bank deposits have reflected premiums of approximately
one to four percent of the recorded book value of total deposits. The premium
percent attributable to deposits with no stated maturities would be higher than
that range due to the low-cost nature of such deposits over their projected life
and their value as a low-cost source of funds.
<TABLE>
<CAPTION>
=================================================================================
In thousands Estimated Fair Value Carrying Value
------------------------ ------------------------
1993 1992 1993 1992
<S> <C> <C> <C> <C>
Deposits with stated
maturities $2,707,000 $2,852,000 $2,684,013 $2,821,443
Short-term borrowings 1,616,743 1,608,016 1,616,743 1,608,016
Long-term debt 211,401 217,324 191,156 210,430
Other financial instrument
liabilities 200,230 284,795 200,276 284,886
=================================================================================
</TABLE>
Page 55
<PAGE>
- --------------------------------------------------------------------------------
Notes To Consolidated Financial Statements
- --------------------------------------------------------------------------------
Crestar Financial Corporation And Subsidiaries
Deposits with stated maturities were valued using discounted cash flows
incorporating rates paid on U.S. Treasury securities, adjusted for factors such
as operating expenses and prepayment risk. Short-term borrowings have a fair
value that approximates carrying value. Long-term debt was valued based on
interest rates currently available to Crestar for debt with similar terms and
remaining maturities. Other financial instrument liabilities consist largely of
liability on acceptances, interest payable on deposits, and balances due upon
settlement of securities purchases, for which estimated fair value approximately
carrying value. The fair value of other liability instruments was estimated
based on discounted net cash flows expected to be incurred. Information on
estimated fair values of off-balance sheet transactions is provided in financial
statement note 22.
(24) Quarterly Financial Results (Unaudited)
The following summarizes the consolidated quarterly results of operations for
the years ended December 31, 1993 and 1992:
<TABLE>
<CAPTION>
======================================================================================================
Dollars in thousands, except per share data First Second Third Fourth
1993 Quarter Quarter Quarter Quarter
<S> <C> <C> <C> <C>
Income from earning assets $202,125 $204,928 $213,119 $212,457
Net interest income 124,602 128,805 135,646 137,959
Provision for loan losses 18,500 3,006 13,769 13,500
Securities gains (losses) 1,111 1,511 (385) --
Other noninterest income 59,259 61,364 61,739 63,666
Net credit and noninterest income 166,472 188,674 183,231 188,125
Noninterest expense 123,084 140,547 129,148 130,243
Net Income 30,894 33,710 37,153 38,734
- ------------------------------------------------------------------------------------------------------
Earnings Per Share
Primary:
Net Income $ .83 $ .88 $ .96 $ 1.01
Average shares outstanding (000s) 36,678 37,440 38,154 38,063
Fully diluted:
Net Income $ .83 $ .88 $ .96 $ 1.00
Average shares outstanding (000s) 36,710 37,479 38,174 38,088
Dividends declared on common stock .25 .28 .28 .33
======================================================================================================
1992
Income from earning assets $223,276 $219,264 $209,974 $211,163
Net interest income 107,711 121,694 123,125 129,614
Provision for loan losses 30,098 34,400 16,000 18,744
Securities gains (losses) 4,674 (1,224) 102 11
Other noninterest income 51,320 52,949 55,923 54,636
Net credit and noninterest income 133,607 139,019 163,150 165,517
Noninterest expense 116,035 118,826 136,409 130,533
Net Income 13,675 16,765 21,490 27,871
- ------------------------------------------------------------------------------------------------------
Earnings Per Share
Primary:
Net Income $ .40 $ .50 $ .64 $ .78
Average shares outstanding (000s) 32,501 32,601 32,754 35,371
Fully diluted:
Net Income $ .40 $ .50 $ .64 $ .78
Average shares outstanding (000s) 32,519 32,675 32,815 35,487
Dividends declared on common stock .20 .20 .20 .20
======================================================================================================
</TABLE>
Page 56
<PAGE>
Crestar Financial Corporation
The Board Of Directors And Shareholders
We have audited the accompanying consolidated balance sheets of Crestar
Financial Corporation and Subsidiaries as of December 31, 1993 and 1992 and the
related consolidated statements of income, cash flows and changes in
shareholders' equity for each of the years in the three-year period ended
December 31, 1993. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosure in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Crestar
Financial Corporation and Subsidiaries as of December 31, 1993 and 1992, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1993, in conformity with generally accepted
accounting principles.
Effective January 1, 1993, the Company changed its methods of accounting to
adopt the provisions of the Financial Accounting Standards Board's Statement of
Financial Accounting Standards No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions" and Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes."
/s/ KPMG Peat Marwick
Richmond, Virginia
January 13, 1994
Statement On Corporate Responsibility
The financial statements on pages 32 to 56 have been prepared by management in
accordance with generally accepted accounting principles and include some
amounts that are necessarily based on our best estimates and judgments. We are
responsible for the accuracy, integrity, objectivity, consistency and fair
presentation of the financial statements and all other financial information
contained in this Annual Report. One way we fulfill these responsibilities is by
relying on a system of internal controls, which has been designed to ensure that
transactions are properly authorized and recorded in our financial records.
Included in the system is an internal auditing function that independently
assesses the effectiveness of internal controls and recommends possible
improvements thereto. Because of inherent limitations in any system of controls,
there can be no absolute assurance that errors or irregularities will not occur.
Nevertheless, we believe that our system of internal controls provides
reasonable assurance as to the integrity and reliability of our financial
records.
Some of the financial information in this Annual Report is presented on a
tax-equivalent basis to improve comparative analysis. However, in all other
respects, it is consistent with the audited financial statements.
Through its Audit committee, which is composed of directors who are not
officers or employees of the Corporation, the Board of Directors fulfills its
oversight responsibility for determining that the accounting policies employed
by management in preparing the Corporation's financial statements are
appropriate and that our system of internal controls is adequately reviewed
and maintained. The Committee periodically reviews, with management and the
internal auditors, accounting policies, control procedures, and audit and
regulatory examination reports of the Corporation and its subsidiaries. In
addition, our independent auditors meet regularly with and have full and free
access to the Committee, privately and with management present, to discuss the
results of their audits and other auditing, accounting and financial reporting
matters. The Committee reports to the full Board after each of its meetings.
KPMG Peat Marwick have audited the accompanying consolidated financial
statements. Their report, located above, represents their judgment as to whether
our consolidated financial statements present fairly our financial position and
results of operations and cash flows in conformity with generally accepted
accounting principles.
We are committed to ensure that corporate affairs are conducted in
accordance with consistently applied standards of conduct applicable to all
officers and associates. In essence, everyone is expected to manage their
responsibilities with integrity. Our standards provide guidance on general
business conduct, political activities, community involvement, outside
employment and business activities, conflict of interests, personal finances,
and the use and safeguard of confidential information.
Crestar Financial Corporation
Page 57
<PAGE>
- --------------------------------------------------------------------------------
Board Of Directors Of Crestar Financial Corporation
- --------------------------------------------------------------------------------
Crestar Financial Corporation And Subsidiaries
Richard M. Bagley
President
Bagley Investment Company
Hampton, Virginia
Real Estate Investments
Audit Committee
William R. Battle
Chairman
Executive Committee
Shenandoah Life
Insurance Company
Roanoke, Virginia
Audit Committee
J. Carter Fox
President &
Chief Executive Officer
Chesapeake Corporation
Richmond, Virginia
Paper and Forest Products
Manufacturer
Executive Committee
Patrick D. Giblin
Vice Chairman &
Chief Financial Officer
Crestar Financial
Corporation and
Crestar Bank
Gene A. James
President &
Chief Executive Officer
Southern States
Cooperative, Inc.
Richmond, Virginia
Farm Supply Cooperative
Human Resources and
Compensation Committee
H. Gordon Leggett, Jr.
Executive Vice President
Leggett Stores
Lynchburg, Virginia
Retail Department Store
Human Resources and
Compensation Committee
Charles R. Longsworth
Chairman
The Colonial Williamsburg Foundation
Williamsburg, Virginia
Educational Museum,
Hotels and Restaurants
Executive Committee and
Human Resources and
Compensation Committee
(Chairman)
Patrick J. Maher
Chairman &
Chief Executive Officer
Washington Gas
Washington, DC
Natural Gas Utility
Audit Committee
Frank E. McCarthy
Executive Vice President
National Automobile
Dealers Association
McLean, Virginia
Executive Committee
G. Gilmer Minor III
President &
Chief Executive Officer
Owens & Minor, Inc.
Richmond, Virginia
Medical/Surgical
Supply Distributor
Human Resources and
Compensation Committee
Gordon F. Rainey, Jr.
Partner
Hunton & Williams
Richmond, Virginia
Attorneys
Audit Committee
Frank S. Royal
Member & President
Frank S. Royal, M.D., P.C.
Richmond, Virginia
Family Medicine
Executive Committee
Richard G. Tilghman
Chairman &
Chief Executive Officer
Crestar Financial
Corporation and
Crestar Bank
Executive Committee
(Chairman)
Eugene P. Trani
President
Virginia Commonwealth
University
Richmond, Virginia
Audit Committee
William F. Vosbeck
President
Vosbeck Associates, Inc.
Alexandria, Virginia
Architectural Planning and
Development
Executive Committee and
Audit Committee
(Chairman)
L. Dudley Walker
Chairman
Bassett-Walker, Inc.
Martinsville, Virginia
Textile and Apparel
Manufacturer
Audit Committee
James M. Wells III
President
Crestar Financial
Corporation and
Crestar Bank
Executive Committee
Karen Hastie Williams
Partner
Crowell & Moring
Washington, DC
Attorneys
Human Resources and
Compensation Committee
Principal Officers Of Crestar Financial Corporation
Richard G. Tilghman, 53
Chairman &
Chief Executive Officer
27 years of service. Elected
President and Chief
Executive Officer in 1985
and Chairman in 1986.
James M. Wells III, 47
President
25 years of service. Elected
Executive Vice President of
Corporate Banking in 1985
and of the Banking Group
in 1986 and to current
position in 1988.
Patrick D. Giblin, 61
Vice Chairman &
Chief Financial Officer
20 years of service. Elected
Executive Vice President-
Finance in 1976 and to
current position in 1985.
C. Garland Hagen, 48
Corporate Executive
Vice President-
Investment Bank
21 years of service. Elected
Executive Vice President
in 1985 and to current
position in 1987.
William C. Harris, 56
Corporate Executive
Vice President &
President-Greater
Washington Banking
30 years of service. Elected
President-Northern Region
in 1983 and to current
position in 1986.
Robert Norfleet, Jr., 54
Corporate Executive
Vice President &
Senior Credit Officer
27 years of service. Elected
President-Capital Region
& Executive Vice
President-Corporate
Banking in 1987 and to
current position in 1994.
O.H. Parrish, Jr., 51
Corporate Executive
Vice President &
President-Virginia Banking
28 years of service. Elected
Executive Vice President
& Senior Credit Officer in
1985 and to current
position in 1994.
William K. Butler II, 47
President-Eastern Region
21 years of service. Elected
President-Norfolk in 1984
and to current position in
1985.
F. Edward Harris, 52
President-Western Region
29 years of service. Elected
Executive Vice President-
Western Region in 1982
and to current position in
1985.
C.T. Hill, 43
President-Capital Region
23 years of service. Elected
Senior Vice President-
Commercial Banking in
1983, Executive Vice
President-Capital Region
Commercial Division in 1990
and to current
position in 1994.
Page 58
<PAGE>
- --------------------------------------------------------------------------------
Statement Of Business
- --------------------------------------------------------------------------------
Crestar Financial Corporation And Subsidiaries
Crestar Financial Corporation (Crestar) is the holding company for Crestar Bank
(Virginia), Crestar Bank N.A. (Washington, DC), and Crestar Bank MD (Maryland).
At December 31, 1993, Crestar Financial Corporation had $13.3 billion in total
assets, $10.2 billion in total deposits, and $1.1 billion in total shareholders'
equity.
In 1963, six Virginia banks combined to form United Virginia Bankshares
Incorporated (UVB), a Virginia stock corporation and registered bank holding
company. During the 1960s and 1970s, UVB acquired 18 other Virginia banks and
formed one de novo bank. On December 31, 1979, all UVB-affiliated banks were
merged into United Virginia Bank. During the 1980s, nine more banks were
acquired, including NS&T Bank, N.A. in the District of Columbia in 1985 and Bank
of Bethesda in Maryland in 1986. In September 1987, UVB changed its name to
Crestar Financial Corporation and its bank subsidiaries adopted their present
names, all using the common identifier "Crestar." Since 1990, Crestar Financial
Corporation has acquired nine banks and thrifts in Virginia, Maryland and
Washington, DC.
Crestar Financial Corporation is supervised and examined by the Board of
Governors of the Federal Reserve System under the Bank Holding Company Act of
1956, as amended (BHC). The BHC Act requires Federal Reserve approval for bank
acquisitions, restricts the acquisition of out-of-state banking organizations
unless permitted by state law, and regulates nonbanking activities of bank
holding companies. The deposits of Crestar's three banks are insured by the
Federal Deposit Insurance Corporation. Each subsidiary has a different set of
regulators: Crestar Bank, the lead bank located in Virginia, is regulated by the
State Corporation Commission of Virginia and the Federal Reserve Bank of
Richmond; Crestar Bank N.A. of Washington, DC is regulated by the Comptroller of
the Currency; and Crestar Bank MD of Maryland is regulated by the Maryland Bank
Commissioner and the Federal Reserve Bank of Richmond.
A fundamental principle underlying the Federal Reserve's supervision and
regulation of bank holding companies is that bank holding companies should be a
source of managerial and financial strength to their subsidiary banks.
Subsidiary banks in turn are to be operated in a manner that protects the
overall soundness of the institution and the safety of deposits. Bank regulators
can take various remedial measures to deal with banks and bank holding companies
that fail to meet legal and regulatory standards.
The 1989 Financial Reform, Recovery, and Enforcement Act (FIRREA) expanded
federal regulatory enforcement powers. The Federal Deposit Insurance Corporation
Improvement Act of 1991 (FDICIA) created five capital-based supervisory levels
for banks and requires bank holding companies to guarantee compliance with
capital restoration plans of under-capitalized insured depository affiliates.
All three Crestar banks were considered "well-capitalized" under regulatory
definitions in effect at December 31, 1993.
Crestar serves customers through a network of 302 banking offices and 254
automated teller machines as of December 31, 1993. Crestar's banks offer a broad
range of banking services, including various types of deposit accounts and
instruments, commercial and consumer loans, trust and investment management
services, bank credit cards, and international banking services. Services also
are provided through non-bank subsidiaries. Crestar Insurance Agency, Inc.
offers a variety of personal and business insurance products. Securities
brokerage and investment banking services are offered by Crestar Securities
Corporation. Mortgage loan origination, servicing, and wholesale lending are
offered by Crestar Mortgage Corporation, and Capitoline Investment Services
Incorporated provides investment advisory services. Both Crestar Mortgage and
Capitoline are subsidiaries of Crestar Bank.
Crestar's mission is to provide the maximum economic return to its
shareholders over the long term, and to contribute to the economic vitality
and quality of life of the communities it serves. This is accomplished by
providing an organizational environment that encourages the individual
potential of employees and emphasizes the highest quality financial services
for customers.
Crestar's executive offices are located at Crestar Center, 919 East Main
Street, Richmond, Virginia. Regional headquarters are located in Norfolk and
Roanoke, Virginia and in Washington, DC. Crestar's Operations Center is
located in Richmond.
Page 59
<PAGE>
- --------------------------------------------------------------------------------
Form 10-K Cross-Reference Index
- --------------------------------------------------------------------------------
Crestar Financial Corporation And Subsidiaries
Part I
<TABLE>
<CAPTION>
<S> <C> <C>
Item I Business............................................................59
Guide 3 Disclosures......................................14-15, 18-20, 26-31,
36-37, 39, 41, 43,
61, 64-66
Item 2 Properties......................................................59, 42
Item 3 Legal Proceedings.................................................None
Item 4 Submission of Matters to a Vote of Security Holders...............None
Part II
Item 5 Market for the Registrant's Common Equity and
Related Shareholder Matters...................................44, 47, 66, 67
Item 6 Selected Financial Data.............................................11
Item 7 Management's Discussion and Analysis of
Financial Condition and Results of Operations..........................11-31
Item 8 Financial Statements and Supplementary Data
Consolidated Financial Statements:
Crestar Financial Corporation and Subsidiaries
Consolidated Balance Sheets.............................................32
Consolidated Statements of Income.......................................33
Consolidated Statements of Cash Flows...................................34
Consolidated Statements of Changes in Shareholders'
Equity.................................................................35
Notes to Consolidated Financial Statements.............................36-56
Independent Auditors' Report..............................................57
Condensed Financial Information of Registrant..............43, 44, 47, 51-52
Selected Quarterly Financial Data.........................................56
Item 9 Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.....................................None
Part III
Item 10 Directors/1/ and Executive Officers of the Registrant..............58
Item 11 Executive Compensation/1/
Item 12 Security Ownership of Certain Beneficial Owners
and Management/1/
Item 13 Certain Relationships and Related Transactions/1/
Part IV
Item 14 Exhibits, Financial Statement Schedules, and Reports
on Form 8-K:
See Item 8 for a listing of all Financial Statements
and Supplementary Data
Reports on Form 8-K.....................................................None
Exhibits......................................................Filed herewith
Signatures
</TABLE>
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf on February 25, 1994 by the undersigned, thereunto
duly authorized.
Crestar Financial Corporation, Registrant /s/ John C. Clark III
John C. Clark III,
Corporate Senior Vice
President,
General Counsel and
Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed on February 25, 1994 by the following persons in
the capacities indicated.
/s/ Richard G. Tilghman /s/ James D. Barr
Richard G. Tilghman, James D. Barr,
Chairman and Chief Executive Officer Group Executive Vice President,
Controller and Treasurer
/s/ James M. Wells III
James M. Wells III, President A Majority Of The Directors Of
The Registrant whose names
/s/ Patrick D. Giblin appear on page 58.
Patrick D. Giblin,
Vice Chairman and Chief Financial Officer
- --------------------
/1/ This information is omitted pursuant to Instruction G of Form 10-K since
the Registrant intends to file with the Commission a definitive Proxy
Statement, pursuant to Regulation 14A, not later than 120 days after
December 31, 1993.
Note: Any information not included herein has been omitted because it is not
applicable.
Page 60
<PAGE>
- --------------------------------------------------------------------------------
Supplemental Financial Information
- --------------------------------------------------------------------------------
Crestar Financial Corporation And Subsidiaries
Maturity And Rate Sensitivity Of Selected Loans
<TABLE>
<CAPTION>
December 31, 1993
In millions Maturity
-------------------------------------------
within 1 year 1-5 years over 5 years Total
<S> <C> <C> <C> <C>
Commercial $1,659.1 $738.5 $210.5 $2,608.1
Tax-exempt 14.3 39.9 176.7 230.9
Construction 170.0 51.3 3.2 224.5
- ------------------------------------------------------------------------------------------------
1,843.4 829.7 390.4 3,063.5
Less: Loans with predetermined rates 382.6 356.7 153.5 892.8
- ------------------------------------------------------------------------------------------------
Loans with adjustable rates $1,460.8 $473.0 $236.9 $2,170.7
================================================================================================
</TABLE>
Time Deposits $100,000 And Over
<TABLE>
<CAPTION>
December 31, 1993
In millions Maturity
-------------------------------------------------
within 3 mos. 3-6 mos. 6-12 mos. over 1 yr. Total
<S> <C> <C> <C> <C> <C>
Certificates of deposit $100,000 and over $30.2 $ 2.0 $ 7.3 $ 6.4 $ 45.9
Other domestic time deposits 21.5 17.1 11.8 29.3 79.7
Money market certificates 17.3 13.6 5.0 -- 35.9
Deposits in foreign offices 1.8 -- -- -- 1.8
- ----------------------------------------------------------------------------------------------------------
Total $70.8 $32.7 $24.1 $35.7 $163.3
==========================================================================================================
</TABLE>
Maximum Short-Term Borrowings
<TABLE>
<CAPTION>
In thousands Maximum Outstanding At Any Month End
----------------------------------------
1993 1992 1991
<S> <C> <C> <C>
Federal funds purchased $ 699,202 $ 495,139 $ 647,205
Securities sold under repurchase agreements 1,144,303 1,006,219 1,131,635
Commercial paper 677 7,435 30,435
Notes payable 112,365 244,883 292,412
Term federal funds purchased 50,000 -- 238,750
U.S. Treasury demand notes 24,147 27,765 113,637
Other 14,494 15,074 102,960
================================================================================================
</TABLE>
Short-Term Borrowings--Average Balances And Rates
<TABLE>
<CAPTION>
1993 1992 1991
------------------- ------------------- --------------------
Dollars in thousands Amount Rate Amount Rate Amount Rate
<S> <C> <C> <C> <C> <C> <C>
Federal funds purchased $ 525,956 3.28% $ 456,383 3.76% $ 509,057 5.82%
Securities sold under
repurchase agreements 803,558 2.90 439,980 3.02 851,235 5.61
Commercial paper 503 2.75 1,861 3.32 21,517 5.74
Notes payable 108,200 2.48 209,757 3.26 273,159 5.23
Term federal funds purchased 4,658 3.21 -- -- 58,927 8.13
U.S. Treasury demand notes 7,781 2.76 15,934 3.72 51,187 5.75
Other 4,999 4.11 7,972 2.02 13,254 7.00
- ------------------------------------------------------------------------------------------------
Total $1,455,655 3.01% $1,131,887 3.37% $1,778,336 5.71%
================================================================================================
</TABLE>
Page 61
<PAGE>
- --------------------------------------------------------------------------------
Consolidated Statements Of Income (Six Years) And Supplementary Data
- --------------------------------------------------------------------------------
Crestar Financial Corporation And Subsidiaries
<TABLE>
<CAPTION>
Years Ended December 31,
In thousands, except per share data --------------------------
Income from earning assets 1993 1992
<S> <C> <C>
Interest and fees on loans $575,085 $617,686
Interest on taxable investment securities 115,118 164,058
Interest on tax-exempt investment securities 6,820 9,346
Dividends on common and preferred stocks 1,558 2,264
Interest on securities held for sale 85,331 4,234
Income on money market investments 23,526 37,567
Interest on mortgage and other loans held for sale 25,191 28,522
- ------------------------------------------------------------------------------------
Total income from earning assets 832,629 863,677
- ------------------------------------------------------------------------------------
Interest expense
Interest checking deposits 38,001 44,278
Money market deposit accounts 58,496 75,936
Regular savings deposits 31,091 26,749
Money market certificates 17,861 35,137
Other domestic time deposits 96,849 136,344
Certificates of deposit $100,000 and over 1,975 7,651
Deposits in foreign offices 68 145
- ------------------------------------------------------------------------------------
Total interest on deposits 244,341 326,240
Short-term borrowings 43,787 38,096
Long-term debt 17,489 17,197
- ------------------------------------------------------------------------------------
Total interest expense 305,617 381,533
- ------------------------------------------------------------------------------------
Net interest income 527,012 482,144
Provision for loan losses 48,775 99,242
- ------------------------------------------------------------------------------------
Net credit income 478,237 382,902
- ------------------------------------------------------------------------------------
Noninterest income
Trust and investment advisory income 57,440 51,007
Service charges on deposit accounts 79,419 73,944
Bank card-related income 27,500 23,141
Gain on pension settlement -- --
Other income 81,669 66,736
Securities gains (losses) 2,237 3,563
- ------------------------------------------------------------------------------------
Total noninterest income 248,265 218,391
- ------------------------------------------------------------------------------------
Net credit and noninterest income 726,502 601,293
- ------------------------------------------------------------------------------------
Noninterest expense
Personnel expense 262,626 233,838
Occupancy expense - net 38,359 35,654
Equipment expense 24,122 24,011
Other expense 197,915 208,300
- ------------------------------------------------------------------------------------
Total noninterest expense 523,022 501,803
- ------------------------------------------------------------------------------------
Income before income taxes 203,480 99,490
Income tax expense 62,989 19,689
- ------------------------------------------------------------------------------------
Net Income $140,491 $ 79,801
====================================================================================
Earnings per share
Primary $ 3.68 $ 2.32
Fully diluted 3.67 2.32
====================================================================================
Supplementary data
Average shares outstanding (000s):
Primary 37,587 33,286
Fully diluted 37,665 33,369
====================================================================================
</TABLE>
/1/ Based on exponential line fit (1989-1993)
Page 62
<PAGE>
<TABLE>
<CAPTION>
5-Year Compound
Years Ended December 31, Growth Rate/1/
In thousands, except per share data -------------------------------------------------------------------
Income from earning assets 1991 1990 1989 1988
<S> <C> <C> <C> <C> <C>
Interest and fees on loans $735,128 $ 850,467 $ 871,317 $786,221 (7.5)%
Interest on taxable investment securities 153,793 191,935 120,772 85,016 6.5
Interest on tax-exempt investment securities 11,751 13,564 17,803 24,351 (21.4)
Dividends on common and preferred stocks 2,423 2,551 2,321 2,372 (6.2)
Interest on securities held for sale 18,987 9,239 -- -- --
Income on money market investments 42,621 17,609 8,455 9,213 33.2
Interest on mortgage and other loans held for sale 14,443 12,459 9,565 7,955 30.0
- ---------------------------------------------------------------------------------------------------------------------------
Total income from earning assets 979,146 1,097,824 1,030,233 915,128 (3.1)
- ---------------------------------------------------------------------------------------------------------------------------
Interest expense
Interest checking deposits 47,164 45,102 44,226 43,627 (1.8)
Money market deposit accounts 90,174 87,253 81,995 66,646 (2.4)
Regular savings deposits 19,823 19,375 21,724 26,005 4.5
Money market certificates 62,692 61,714 68,291 63,868 (21.2)
Other domestic time deposits 185,207 181,900 149,328 114,647 (3.1)
Certificates of deposit $100,000 and over 33,927 90,907 135,833 115,795 (57.5)
Deposits in foreign offices 1,209 539 741 1,366 (42.0)
- ---------------------------------------------------------------------------------------------------------------------------
Total interest on deposits 440,196 486,790 502,138 431,954 (11.4)
Short-term borrowings 101,614 179,883 130,616 110,959 (22.5)
Long-term debt 16,201 16,972 17,289 16,019 1.1
- ---------------------------------------------------------------------------------------------------------------------------
Total interest expense 558,011 683,645 650,043 558,932 (12.9)
- ---------------------------------------------------------------------------------------------------------------------------
Net interest income 421,135 414,179 380,190 356,196 8.0
Provision for loan losses 209,522 131,055 44,846 53,135 7.2
- ---------------------------------------------------------------------------------------------------------------------------
Net credit income 211,613 283,124 335,344 303,061 7.1
- ---------------------------------------------------------------------------------------------------------------------------
Noninterest income
Trust and investment advisory income 48,322 45,169 42,043 39,372 7.5
Service charges on deposit accounts 57,953 45,946 37,146 32,974 21.1
Bank card-related income 22,694 22,072 21,971 22,102 3.7
Gain on pension settlement 2,236 -- 1,072 3,827 --
Other income 54,459 41,405 45,067 44,154 13.8
Securities gains (losses) 48,165 12,216 1,052 (1,598) --
- ---------------------------------------------------------------------------------------------------------------------------
Total noninterest income 233,829 166,808 148,351 140,831 13.2
- ---------------------------------------------------------------------------------------------------------------------------
Net credit and noninterest income 445,442 449,932 483,695 443,892 9.3
- ---------------------------------------------------------------------------------------------------------------------------
Noninterest expense
Personnel expense 209,021 198,159 193,684 177,565 7.6
Occupancy expense - net 32,683 31,293 28,767 26,046 7.8
Equipment expense 22,916 23,797 23,749 23,354 .4
Other expense 141,001 125,590 116,594 113,150 14.2
- ---------------------------------------------------------------------------------------------------------------------------
Total noninterest expense 405,621 378,839 362,794 340,115 9.6
- ---------------------------------------------------------------------------------------------------------------------------
Income before income taxes 39,821 71,093 120,901 103,777 6.5
Income tax expense 6,060 9,948 17,053 15,279 22.2
- ---------------------------------------------------------------------------------------------------------------------------
Net Income $ 33,761 $ 61,145 $ 103,848 $ 88,498 2.7%
===========================================================================================================================
Earnings per share
Primary $ .98 $ 1.87 $ 3.28 $ 2.85 (1.2)%
Fully diluted .98 1.87 3.25 2.81 (.9)
===========================================================================================================================
Supplementary data
Average shares outstanding (000s):
Primary 31,921 31,218 30,739 29,710 4.2
Fully diluted 31,946 31,238 31,110 30,466 3.8
===========================================================================================================================
</TABLE>
Page 63
<PAGE>
- -----------------------------------------------------------
Consolidated Average Balances/Net Interest Income/Rates/1/
- -----------------------------------------------------------
Crestar Financial Corporation And Subsidiaries
<TABLE>
<CAPTION>
1993 1992
------------------------------ ------------------------------
Interest Interest
Income/4// Yield/ Income/4// Yield/
Dollars in thousands Balance Expense Rate Balance Expense Rate
------------------------------ ------------------------------
<S> <C> <C> <C> <C> <C> <C>
Assets $ $ % $ $ %
Taxable securities 1,684,418 115,118 6.83 2,351,260 164,058 6.98
Tax-exempt securities 99,548 10,233 10.28 131,789 14,047 10.66
Common and preferred stocks 29,247 1,803 6.17 33,241 2,863 8.61
- -----------------------------------------------------------------------------------------------------
Total investment securities/2/ 1,813,213 127,154 7.01 2,516,290 180,968 7.19
Securities held for sale/2/ 1,591,366 85,331 5.36 65,258 4,234 6.49
Money market investments/2/ 675,801 23,580 3.49 988,604 37,630 3.81
Mortgage loans held for sale/2/ 367,564 25,191 6.85 367,827 28,522 7.75
- -----------------------------------------------------------------------------------------------------
Commercial loans 2,458,766 187,449 7.62 2,715,977 221,658 8.16
Tax-exempt loans 262,838 22,418 8.53 309,366 27,414 8.86
Instalment loans 1,450,394 127,332 8.78 1,373,268 147,307 10.73
Bank card loans 701,669 95,923 13.67 538,324 81,409 15.12
Real estate loans 1,733,753 134,666 7.77 1,441,535 127,868 8.87
Construction loans 228,931 16,171 7.06 345,431 22,591 6.54
Foreign loans 127 14 10.72 1,410 74 5.25
- -----------------------------------------------------------------------------------------------------
Total loans-- net of
unearned/2,3/ 6,836,478 583,973 8.54 6,725,311 628,321 9.34
Allowance for loan losses (215,974) (224,143)
- -----------------------------------------------------------------------------------------------------
Loans -- net 6,620,504 6,501,168
Cash and due from banks 689,968 652,023
Premises and equipment -- net 293,796 276,930
Customers' liability on
acceptances 16,260 20,991
Intangible assets -- net 94,860 84,831
Foreclosed properties -- net 54,149 101,562
Other assets 367,933 344,927
- -----------------------------------------------------------------------------------------------------
Total Assets 12,585,414 11,920,411
========== ==========
Total Earning Assets 11,284,422 845,229 7.49 10,663,290 879,675 8.25
========== ======= ===== ========== ======= =====
Liabilities and
Shareholders' Equity
Interest checking deposits 1,629,692 38,001 2.33 1,444,359 44,278 3.07
Money market deposit accounts 2,280,096 58,496 2.57 2,315,630 75,936 3.28
Regular savings deposits 1,102,510 31,091 2.82 781,185 26,749 3.42
Money market certificates 571,215 17,861 3.13 753,500 35,137 4.66
Other domestic time deposits 2,127,471 96,849 4.55 2,438,795 136,344 5.59
Certificates of deposit
$100,000 and over 44,302 1,975 4.46 116,065 7,651 6.59
Deposits in foreign offices 2,348 68 2.88 4,417 145 3.28
- -----------------------------------------------------------------------------------------------------
Total savings
and time deposits/2/ 7,757,634 244,341 3.14 7,853,951 326,240 4.15
Demand deposits 1,925,211 1,686,673
- -----------------------------------------------------------------------------------------------------
Total deposits 9,682,845 9,540,624
Short-term borrowings/2/ 1,455,655 43,787 3.01 1,131,887 38,096 3.37
Long-term debt/2/ 215,375 17,489 8.12 185,894 17,197 9.25
Liability on acceptances 16,260 20,991
Other liabilities 176,582 201,394
- -----------------------------------------------------------------------------------------------------
Total liabilities 11,546,717 11,080,790
- -----------------------------------------------------------------------------------------------------
Preferred stock 43,890 45,000
Common shareholders' equity 994,807 794,621
- -----------------------------------------------------------------------------------------------------
Total shareholders' equity 1,038,697 839,621
- -----------------------------------------------------------------------------------------------------
Total Liabilities and
Shareholders' Equity 12,585,414 11,920,411
========== ==========
Total interest-bearing
liabilities 9,428,664 305,617 3.24 9,171,732 381,533 4.16
Other sources -- net 1,855,758 1,491,558
- -----------------------------------------------------------------------------------------------------
Total Sources of Funds 11,284,422 305,617 2.71 10,663,290 381,533 3.58
========== ======= ===== ========== ======= =====
Net Interest Spread 4.25 4.09
Net Interest Income/Margin 539,612 4.78 498,142 4.67
=====================================================================================================
</TABLE>
<TABLE>
<CAPTION>
1991 1990
------------------------------ ------------------------------
Interest Interest
Income/4// Yield/ Income/4// Yield/
Dollars in thousands Balance Expense Rate Balance Expense Rate
------------------------------ ------------------------------
<S> <C> <C> <C> <C> <C> <C>
Assets $ $ % $ $ %
Taxable securities 1,754,747 153,793 8.76 2,056,062 191,935 9.34
Tax-exempt securities 159,466 17,680 11.09 182,601 20,412 11.18
Common and preferred stocks 29,500 3,168 10.74 29,976 3,346 11.16
- -----------------------------------------------------------------------------------------------------
Total investment securities/2/ 1,943,713 174,641 8.98 2,268,639 215,693 9.51
Securities held for sale/2/ 207,042 18,987 9.17 93,115 9,238 9.92
Money market investments/2/ 738,457 42,755 5.79 218,532 17,795 8.14
Mortgage loans held for sale/2/ 156,608 14,443 9.22 120,861 12,459 10.31
- -----------------------------------------------------------------------------------------------------
Commercial loans 3,169,434 300,681 9.49 3,505,189 370,411 10.57
Tax-exempt loans 372,095 39,245 10.55 428,430 52,960 12.36
Instalment loans 1,399,952 158,596 11.33 1,393,160 155,938 11.19
Bank card loans 526,442 82,223 15.62 488,666 79,694 16.31
Real estate loans 1,186,230 118,679 10.00 1,208,042 128,542 10.64
Construction loans 619,676 50,875 8.21 737,941 82,486 11.18
Foreign loans 1,472 100 6.79 5,772 570 9.88
- -----------------------------------------------------------------------------------------------------
Total loans -- net of
unearned/2,3/ 7,275,301 750,399 10.31 7,767,200 870,601 11.21
Allowance for loan losses (198,805) (114,580)
- -----------------------------------------------------------------------------------------------------
Loans -- net 7,076,496 7,652,620
Cash and due from banks 622,989 667,243
Premises and equipment -- net 275,561 271,421
Customers' liability on
acceptances 26,416 24,451
Intangible assets -- net 92,405 93,204
Foreclosed properties -- net 39,582 11,362
Other assets 261,435 252,256
- -----------------------------------------------------------------------------------------------------
Total Assets 11,440,704 11,673,704
========== ==========
Total Earning Assets 10,321,121 1,001,225 9.70 10,468,347 1,125,786 10.75
========== ========= ===== ========== ========= =====
Liabilities and
Shareholders' Equity
Interest checking deposits 1,025,073 47,164 4.60 919,726 45,102 4.90
Money market deposit accounts 1,683,227 90,174 5.36 1,364,589 87,253 6.39
Regular savings deposits 404,831 19,823 4.90 394,349 19,375 4.91
Money market certificates 942,716 62,692 6.65 782,073 61,714 7.89
Other domestic time deposits 2,557,439 185,207 7.24 2,242,642 181,900 8.11
Certificates of deposit
$100,000 and over 463,007 33,927 7.33 1,080,842 90,907 8.41
Deposits in foreign offices 18,222 1,209 6.63 6,792 539 7.94
- -----------------------------------------------------------------------------------------------------
Total savings
and time deposits/2/ 7,094,515 440,196 6.20 6,791,013 486,790 7.17
Demand deposits 1,502,404 1,505,796
- -----------------------------------------------------------------------------------------------------
Total deposits 8,596,919 8,296,809
Short-term borrowings/2/ 1,778,336 101,614 5.71 2,284,596 179,883 7.87
Long-term debt/2/ 162,838 16,201 9.95 170,106 16,972 9.98
Liability on acceptances 26,416 24,451
Other liabilities 87,108 121,074
- -----------------------------------------------------------------------------------------------------
Total liabilities 10,651,617 10,897,036
- -----------------------------------------------------------------------------------------------------
Preferred stock 45,000 45,000
Common shareholders' equity 744,087 731,668
- -----------------------------------------------------------------------------------------------------
Total shareholders' equity 789,087 776,668
- -----------------------------------------------------------------------------------------------------
Total Liabilities and
Shareholders' Equity 11,440,704 11,673,704
========== ==========
Total interest-bearing
liabilities 9,035,689 558,011 6.18 9,245,715 683,645 7.39
Other sources -- net 1,285,432 1,222,632
- -----------------------------------------------------------------------------------------------------
Total Sources of Funds 10,321,121 558,011 5.41 10,468,347 683,645 6.53
========== ======= ===== ========== ======= =====
Net Interest Spread 3.52 3.36
Net Interest Income/Margin 443,214 4.29 442,141 4.22
=====================================================================================================
</TABLE>
Page 64
<PAGE>
<TABLE>
<CAPTION>
5-Year Compound
1989 1988 Growth Rate /5/
------------------------------ ------------------------------ -----------------
Interest Interest Interest
Income/4// Yield/ Income/4// Yield/ Income/
Dollars in thousands Balance Expense Rate Balance Expense Rate Balance Expense
------------------------------ ------------------------------ -----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets $ $ % $ $ % % %
Taxable securities 1,334,945 120,772 9.05 1,072,283 85,016 7.93 11.5 6.2
Tax-exempt securities 242,112 26,808 11.07 346,686 36,963 10.66 (20.9) (21.6)
Common and preferred stocks 29,150 3,040 10.43 31,741 3,106 9.79 (.1) (8.1)
- ---------------------------------------------------------------------------------------------------------------------------
Total investment securities/2/ 1,606,207 150,620 9.38 1,450,710 125,085 8.62 6.8 1.2
Securities held for sale/2/ -- -- -- -- -- -- -- --
Money market investments/2/ 96,371 8,658 8.98 120,786 9,337 7.73 61.7 32.8
Mortgage loans held for sale/2/ 94,020 9,565 10.17 85,080 7,955 9.35 39.6 30.0
- ---------------------------------------------------------------------------------------------------------------------------
Commercial loans 3,371,400 372,361 11.04 3,113,191 312,927 10.05 (5.4) (11.6)
Tax-exempt loans 503,573 65,927 13.09 609,328 72,899 11.96 (15.3) (22.3)
Instalment loans 1,398,379 153,498 10.98 1,502,204 148,792 9.90 (.6) (2.5)
Bank card loans 464,440 76,896 16.56 482,343 78,242 16.22 7.1 3.6
Real estate loans 1,180,336 132,022 11.19 1,055,700 114,241 10.82 9.1 1.9
Construction loans 755,806 92,996 12.30 767,980 82,843 10.79 (21.7) (30.8)
Foreign loans 8,198 965 11.77 15,055 1,814 12.05 (58.2) (61.9)
- ---------------------------------------------------------------------------------------------------------------------------
Total loans -- net of
unearned/2,3/ 7,682,132 894,665 11.65 7,545,801 811,758 10.76 (2.7) (7.8)
Allowance for loan losses (92,264) (92,330) 23.8
- ---------------------------------------------------------------------------------------------------------------------------
Loans -- net 7,589,868 7,453,471 (3.2)
Cash and due from banks 664,186 697,729 (.5)
Premises and equipment -- net 267,868 270,124 1.5
Customers' liability on
acceptances 25,931 25,846 (7.9)
Intangible assets -- net 89,846 88,648 .5
Foreclosed properties -- net 6,465 5,228 83.3
Other assets 218,598 209,922 12.8
- ---------------------------------------------------------------------------------------------------------------------------
Total Assets 10,659,360 10,407,544 3.7
========== ==========
Total Earning Assets 9,478,730 1,063,508 11.22 9,202,377 954,135 10.37 4.0 (3.6)
========== ========= ===== ========== ======= =====
Liabilities and
Shareholders' Equity
Interest checking deposits 870,860 44,226 5.08 859,753 43,627 5.07 14.8 (1.8)
Money market deposit accounts 1,189,857 81,995 6.89 1,130,778 66,646 5.89 17.7 (2.4)
Regular savings deposits 443,595 21,724 4.90 525,417 26,005 4.95 16.8 4.5
Money market certificates 845,467 68,291 8.08 932,004 63,868 6.85 (7.2) (21.2)
Other domestic time deposits 1,792,679 149,328 8.33 1,386,798 114,647 8.27 9.6 (3.1)
Certificates of deposit
$100,000 and over 1,466,998 135,833 9.26 1,460,869 115,795 7.93 (52.3) (57.5)
Deposits in foreign offices 8,185 741 9.05 18,025 1,366 7.58 (27.1) (42.0)
- ---------------------------------------------------------------------------------------------------------------------------
Total savings
and time deposits/2/ 6,617,641 502,138 7.59 6,313,644 431,954 6.84 4.6 (11.4)
Demand deposits 1,525,986 1,598,823 3.6
- ---------------------------------------------------------------------------------------------------------------------------
Total deposits 8,143,627 7,912,467 4.4
Short-term borrowings/2/ 1,457,820 130,616 8.96 1,514,477 110,959 7.33 (3.4) (22.5)
Long-term debt/2/ 175,052 17,289 9.88 177,486 16,019 9.03 3.2 1.1
Liability on acceptances 25,931 25,846 (7.9)
Other liabilities 137,239 126,921 7.3
- ---------------------------------------------------------------------------------------------------------------------------
Total liabilities 9,939,669 9,757,197 3.3
- ---------------------------------------------------------------------------------------------------------------------------
Preferred stock 49,227 54,297 (3.7)
Common shareholders' equity 670,464 596,050 9.2
- ---------------------------------------------------------------------------------------------------------------------------
Total shareholders' equity 719,691 650,347 8.4
- ---------------------------------------------------------------------------------------------------------------------------
Total Liabilities and
Shareholders' Equity 10,659,360 10,407,544 3.7
========== ==========
Total interest-bearing
liabilities 8,250,513 650,043 7.88 8,005,607 558,932 6.98 3.2 (12.9)
Other sources -- net 1,228,217 1,196,770 8.4
- ---------------------------------------------------------------------------------------------------------------------------
Total Sources of Funds 9,478,730 650,043 6.86 9,202,377 558,932 6.08 4.0 (12.9)
========== ======= ===== ========== ======= =====
Net Interest Spread 3.34 3.39
Net Interest Income/Margin 413,465 4.36 395,203 4.29 6.2
===========================================================================================================================
</TABLE>
/1/ Income and yields are computed on a tax-equivalent basis using the statutory
federal income tax rate, exclusive of the alternative minimum tax and
nondeductible interest expense
/2/ Indicates earning asset or interest-bearing liability
/3/ Nonaccrual loans are included in the average loan balances and income on
such loans is recognized on a cash basis
/4/ The tax-equivalent adjustment to net interest income was $12.6 million in
1993, $16.0 million in 1992, $22.1 million in 1991, minimum tax and
nondeductible interest expense $28.0 million in 1990, $33.3 million in 1989
and $39.0 million in 1988
/5/ Based on exponetial line fit (1989-1993)
Page 65
<PAGE>
- --------------------------------------------------------------------------------
Selected Ratios And Other Data
- --------------------------------------------------------------------------------
Crestar Financial Corporation And Subsidiaries
<TABLE>
<CAPTION>
Ratios 1993 1992 1991 1990 1989 1988
<S> <C> <C> <C> <C> <C> <C>
Net interest margin/1/ 4.78% 4.67% 4.29% 4.22% 4.36% 4.29%
Noninterest expense to:
Net interest income/1/ and noninterest
income 66.38 70.03 59.91 62.21 64.58 63.45
Average assets 4.16 4.21 3.55 3.25 3.40 3.27
Net Income to net interest and noninterest
income 18.12 11.39 5.15 10.52 19.65 17.81
Average earning assets to average total assets 89.66 89.45 90.21 89.67 88.92 88.42
Net Income to:
Average earning assets 1.24 .75 .33 .58 1.10 .96
Average assets 1.12 .67 .30 .52 .97 .85
Average total equity 13.53 9.50 4.28 7.87 14.43 13.61
Income applicable to common shares to
average common equity 13.90 9.73 4.19 7.99 15.06 14.21
Average total equity to:
Average loans 15.19 12.48 10.85 10.00 9.37 8.62
Average assets 8.25 7.04 6.90 6.65 6.75 6.25
Dividend payout ratio:
On common stock 30.56 34.46 87.98 70.46 36.19 37.13
On common and preferred stock 31.66 36.49 88.90 71.75 37.96 39.81
Equity formation rate 9.24 6.04 .47 2.22 8.95 8.19
Long-term debt at year end to:
Total equity at year end 17.99 21.94 20.36 21.84 22.68 26.14
Total equity and long-term debt at
year end 15.25 18.00 16.92 17.92 18.48 20.72
Net charge-offs to:
Average total loans .95 1.69 2.07 .99 .55 .97
Provision for loan losses 132.92 114.80 71.95 58.64 94.28 137.61
Allowance for loan losses to year-end loans 2.89 3.11 2.97 1.94 1.20 1.17
Nonperforming assets to year-end loans
and foreclosed properties-- net 1.32 3.32 4.90 3.08 .97 .70
Net charge-offs earnings coverage 3.89x 1.74x 1.65x 2.63x 3.92x 2.15x
Equity leverage 12.12 14.20 14.50 15.03 14.81 16.00
==========================================================================================================================
Other data
Cash dividends declared per common share $ 1.14 $ .80 $ .86 $ 1.32 $ 1.20 $ 1.12
Number of average primary shares (000s) 37,587 32,286 31,921 31,218 30,739 29,710
Market price of common stock:
High $46 1/2 $ 39 3/4 $ 25 $29 5/8 $34 1/8 $26 1/2
Low 35 1/8 17 1/4 11 1/4 12 1/8 23 1/2 20 7/8
Last 41 7/8 39 17 3/4 13 3/4 28 3/4 24
At year end:
Book value per common share 28.32 25.24 23.23 23.15 22.73 20.85
Fully diluted price/earnings multiple 11.41x 16.81x 18.11x 7.35x 8.85x 8.54x
Dividend yield on common stock 2.72% 2.05% 4.85% 9.60% 4.17% 4.67%
Number of common shareholders
of record 12,769 12,139 12,637 12,545 12,536 11,218
Number of banking offices 302 289 266 263 252 256
Number of employees 6,576 6,122 5,771 6,175 6,180 6,325
Full-time equivalent employees 6,279 5,891 5,581 6,029 6,029 6,150
==========================================================================================================================
</TABLE>
/1/ Tax-equivalent basis
Page 66
<PAGE>
- --------------------------------------------------------------------------------
General Information
- --------------------------------------------------------------------------------
Crestar Financial Corporation And Subsidiaries
Corporate Headquarters
Crestar Center
919 East Main Street, P.O. Box 26665
Richmond, Virginia 23261-6665
(804)782-5000 TELEX: 827420
Annual Meeting
The 1994 Annual Meeting of Shareholders will be held at 10:00 a.m. on Friday,
April 22, 1994 in our Corporate Headquarters auditorium.
Common Stock
Crestar's common stock is traded on the New York Stock Exchange where our symbol
is CF. Dividends are customarily paid on the 21st of February, May, August and
November.
Quarterly Common Stock
Prices And Dividends
The high, low and last price of Crestar's common stock for each quarter of 1993
and 1992 and the dividends declared per share are shown below.
<TABLE>
<CAPTION>
Market Price
Quarter ------------------------------- Dividends
Ended High Low Last Declared
1993
<S> <C> <C> <C> <C>
March 31 $46 1/2 $35 3/4 $42 5/8 $.25
June 30 46 1/2 35 1/8 41 3/4 .28
September 30 45 39 7/8 42 3/4 .28
December 31 46 1/8 37 1/4 41 7/8 .33
- -------------------------------------------------------------
1992
March 31 $26 1/4 $17 1/4 $22 1/2 $.20
June 30 30 1/4 22 30 .20
September 30 33 25 3/4 31 1/8 .20
December 31 39 3/4 29 39 .20
</TABLE>
In January 1994, a quarterly dividend on common stock of $.33 per share was
declared.
Financial Information
To obtain financial information on Crestar, contact Eugene S. Putnam, Jr., Vice
President-Investor Relations and Corporate Finance, at the Corporate
Headquarters, (804)782-5619.
Corporate Publications
Crestar's Annual Report and Form 10-K, Quarterly Reports and other corporate
publications are available on request by writing or calling our Investor
Relations Department at the Corporate Headquarters, (804)782-7152.
Shareholder Information
In you have questions about a specific stock ownership account, write or call
our Investor Relations Department at the Corporate Headquarters, (804)782-7933.
Dividend Reinvestment
And Stock Purchase Plan
Common shareholders receive a 5% discount from market price when they reinvest
their Crestar dividends in additional shares. Shareholders participating in the
Plan can also make optional cash purchases of common stock at market price and
pay no brokerage commissions. To obtain our Plan prospectus and enrollment
card, write or call our Investor Relations Department at the Corporate
Headquarters, (804)782-7933.
Cash Dividend Direct Deposit
Shareholders may elect to have their Crestar dividends directly deposited to a
checking, savings or money market account. This service provides a convenient
and safe method of receiving dividends and is offered at no cost to
shareholders. To obtain additional information and an enrollment form, write or
call our Investor Relations Department at the Corporate Headquarters, (804)782-
7933.
Page 67
<PAGE>
Exhibits
The following exhibits are filed with this form or are incorporated by
reference in response to Item 14(c). Those exhibits not included herein have
been omitted because they are not applicable or the required information is
shown in the Consolidated Financial Statements or the notes thereto.
3 (a) Restated Articles of Incorporation (filed herewith).
3 (b) Bylaws as amended through February 26, 1993 (filed herewith).
4 (a) Indenture dated as of May 1, 1969 covering $30,000,000 of 5%
Convertible Subordinated Debentures Due 1994 (filed as Exhibit 4(b) to
Registration Statement No. 2-32575 and incorporated by reference
herein).
4 (b) Indenture dated as of February 1, 1985 for subordinated debt
securities (filed as Exhibit 4(c) to Registrant's 1985 Form 10-K and
incorporated by reference herein). Pursuant to this Indenture, a
series of $50,000,000 of 8-5/8% Subordinated Notes Due 1998 and a
series of $125,000,000 of 8 1/4% Subordinated Notes Due 2002 have been
issued, the terms of which are described in 4(c) and 4(e) below.
4 (c) First Supplemental Indenture dated as of March 1, 1986 covering
$50,000,000 of 8-5/8% Subordinated Notes Due 1998 (filed as Exhibit
4(b) to Registration Statement No. 33-4332 and incorporated by
reference herein).
4 (d) Second Supplemental Indenture dated as of September 1, 1986 (filed as
Exhibit 4.1 to Registrant's Form 8-K Current Report dated July 16,
1992 and incorporated by reference herein).
4 (e) Third Supplemental Indenture dated as of July 1, 1992 covering
$125,000,000 of 8 1/4% Subordinated Notes Due 2002 (filed as Exhibit
4(c) to Registrant's 1992 Form 10-K and incorporated by reference
herein).
4 (f) Rights Agreement dated June 23, 1989, between the Registrant and
Mellon Bank, NA, as Rights Agent (filed as Exhibt 4.1 to the
Registrant's Form 8-K Current Report dated June 23, 1989, and
incorporated by reference herein).
10(a) Performance Equity Plan of United Virginia Bankshares Incorporated
(filed as Exhibit 10(a) to Registrant's 1987 Form 10-K and
incorporated by reference herein).
<PAGE>
10(b) Management Incentive Compensation Plan of Crestar Financial
Corporation (filed as Exhibit 10(b) to Registrant's 1989 Form 10-K and
incorporated by reference herein).
10(c) Executive Life Insurance Plan (filed as Exhibit 10(d) to Registrant's
1985 Form 10-K and incorporated by reference herein).
10(d) Crestar Financial Corporation Executive Life Insurance Plan as amended
and restated effective January 1, 1991 (filed herewith).
10(e) Crestar Financial Corporation Executive Welfare Plan (filed as Exhibit
10(d) to Registrant's 1990 Form 10-K and incorporated by reference
herein).
10(f) Amendments (effective December 18, 1992) to Crestar Financial
Corporation Executive Welfare Plan (filed as Exhibit 10(e) to
Registrant's 1992 Form 10-K and incorporated by reference herein).
10(g) 1981 Stock Option Plan of Crestar Financial Corporation and Affiliated
Corporations as amended through January 25, 1991 (filed as Exhibit
10(e) to Registrant's 1991 Form 10-K and incorporated by reference
herein).
10(h) Severance Agreement between the Corporation and Richard G. Tilghman
(filed as Exhibit 10(g) to Registrant's 1992 Form 10-K and
incorporated by reference herein).
10(i) Severance Agreement between the Corporation and Patrick D. Giblin
(filed as Exhibit 10(h) to Registrant's 1992 Form 10-K and
incorporated by reference herein).
10(j) Severance Agreement between the Corporation and Oscar H. Parrish
(filed as Exhibit 10(i) to Registrant's 1992 Form 10-K and
incorporated by reference herein).
10(k) Severance Agreement between the Corporation and James M. Wells (filed
as Exhibit 10(j) to Registrant's 1992 Form 10-K and incorporated by
reference herein).
10(l) Severance Agreement between the Corporation and William C. Harris
(filed as Exhibit 10(k) to Registrant's 1992 Form 10-K and
incorporated by reference herein).
10(m) Crestar Financial Corporation Excess Benefit Plan (filed as Exhibit
10(k) to Registrant's Form 1990 10-K and incorporated by reference
herein).
10(n) Amendments (effective December 18, 1992) to Crestar Financial
Corporation Excess Benefit Plan (filed as Exhibit 10(m) to
Registrant's 1992 Form 10-K and incorporated by reference herein).
<PAGE>
10(o) United Virginia Bankshares Incorporated Deferred Compensation Program
Under Incentive Compensation Plan of United Virginia Bankshares
Incorporated and Affiliated Corporations (filed as Exhibit 10(m) to
Registrant's 1988 Form 10-K and incorporated by reference herein).
10(p) Crestar Financial Corporation Deferred Compensation Plan for Outside
Directors of Crestar Financial Corporation and Crestar Bank (filed as
Exhibit 10(n) to Registrant's 1988 Form 10-K and incorporated by
reference herein).
10(q) Amendments (effective April 24, 1991) to Crestar Financial Corporation
Deferred Compensation Plan for Outside Directors of Crestar Financial
Corporation and Crestar Bank (filed as Exhibit 10(p) to Registrant's
1992 Form 10-K and incorporated by reference herein).
10(r) Crestar Financial Corporation Additional Nonqualified Executive Plan
(filed as Exhibit 10(n) to Registrant's 1990 Form 10-K and
incorporated by reference herein).
10(s) Amendments (effective December 18, 1992) to Crestar Financial
Corporation Additional Nonqualified Executive Plan (filed as Exhibit
10(r) to Registrant's 1992 Form 10-K and incorporated by reference
herein).
10(t) Crestar Financial Corporation Executive Severance Plan (filed as
Exhibit 10(o) to Registrant's 1990 Form 10-K and incorporated by
reference herein).
10(u) Amendments (effective September 15, 1992, October 23, 1992 and
December 18, 1992) to Crestar Financial Corporation Executive
Severance Plan (filed as Exhibit 10(t) to Registrant's 1992 Form 10-K
and incorporated by reference herein).
10(v) Crestar Financial Corporation Benefit Assurance Plan (filed as Exhibit
10(p) to Registrant's 1990 Form 10-K and incorporated by reference
herein).
10(w) Amendments (effective December 18, 1992) to Crestar Financi al
Corporation Benefit Assurance Plan (filed as Exhibit 10(v) to
Registrant's 1992 Form 10-K and incorporated by reference herein).
10(x) Crestar Financial Corporation Supplemental Benefit Plan (filed as
Exhibit 10(q) to Registrant's 1990 Form 10-K and incorporated by
reference herein).
10(y) Amendments (effective December 18, 1992) to Crestar Financial
Corporation Supplemental Benefit Plan (filed as Exhibit 10(x) to
Registrant's 1992 Form 10-K and incorporated by reference herein).
<PAGE>
10(z) United Virginia Bankshares Incorporated Deferred Compensation Plan for
Selected Employees of United Virginia Bankshares Incorporated and
Affiliated Corporations (filed as Exhibit 10(r) to Registrant's 1990
Form 10-K and incorporated by reference herein).
10(aa) Amendment (effective January 1, 1987) to United Virginia Bankshares
Incorporated Deferred Compensation Plan for Selected Employees of
United Virginia Bankshares Incorporated and Affiliated Corporations
(filed as Exhibit 10(z) to Registrant's 1992 Form 10-K and
incorporated by reference herein).
10(ab) Crestar Financial Corporation Premium Assurance Plan (filed as Exhibit
10(s) to Registrant's 1991 Form 10-K and incorporated by reference
herein).
10(ac) Amendments (effective December 18, 1992) to Crestar Financial
Corporation Premium Assurance Plan (filed as Exhibit 10(ab) to
Registrant's 1992 Form 10-K and incorporated by reference herein).
10(ad) Crestar Financial Corporation 1993 Stock Incentive Plan (filed
herewith).
10(ae) Crestar Financial Corporation Directors' Stock Compensation Plan
(filed herewith).
10(af) Crestar Financial Corporation Temporary Executive Benefit Plan as
amended through December 18, 1992(filed herewith).
10(ag) Crestar Financial Corporation Permanent Executive Benefit Plan as
amended through December 18, 1992 (filed herewith).
21 Subsidiaries (filed herewith).
23 Consent of KPMG Peat Marwick (filed herewith).
Note: All item 10 documents represent Executive Compensation Plans or
Arrangements, or Amendments thereto.
<PAGE>
Appendix
The following graphical and pictorial material appears in the Crestar Financial
Corporation 1993 Form 10-K:
Page 13 - Common Stock Price & Book Value ($ per share)
Bar graph depicting price range of Crestar's common stock for five years and
plotted points representing book value at December 31 for each of the five
years.
<TABLE>
<CAPTION>
Book Price
Value Range
<S> <C> <C>
1993 $28.32 $35 1/8 - $46 1/2
1992 25.24 17 1/4 - 39 3/4
1991 23.23 11 1/4 - 25
1990 23.15 12 1/8 - 29 5/8
1989 22.73 23 1/2 - 34 1/8
</TABLE>
Page 13 - Return On Average Assets (percent)
Bar graph showing return on average asset ratio for five years
<TABLE>
<CAPTION>
<S> <C>
1993 1.12%
1992 .67
1991 .30
1990 .52
1989 .97
</TABLE>
Page 13 - Return On Average Equity (percent)
Bar graph showing both return on common equity and total equity for five years
<TABLE>
<CAPTION>
Common Total
<S> <C> <C>
1993 13.90% 13.53%
1992 9.73 9.50
1991 4.19 4.28
1990 7.99 7.87
1989 15.06 14.43
</TABLE>
Page 16 - Net Interest Income ($ in millions)
Bar graph for five years showing net interest income on a tax-equivalent basis
<TABLE>
<CAPTION>
Net
Interest
Income
<S> <C>
1993 $540
1992 498
1991 443
1990 442
1989 413
</TABLE>
<PAGE>
Page 16 - Net Interest Margin (percent)
Bar graph for five years showing the net interest margin
<TABLE>
<CAPTION>
Net
Interest
Margin
<S> <C>
1993 4.78%
1992 4.67
1991 4.29
1990 4.22
1989 4.36
</TABLE>
Page 16 - Sources Of Funds - Averages ($ in millions)
Five-year stacked bar graph depicting average amount of long-term debt over
other sources-net over purchased funds over interest-bearing core deposits.
<TABLE>
<CAPTION>
Long Other Interest-
Term Sources Purchased Bearing
Debt Net Liabilities Core
<S> <C> <C> <C> <C>
1993 $215 $1,856 $1,502 $7,711
1992 186 1,492 1,252 7,733
1991 163 1,285 2,260 6,613
1990 170 1,222 3,372 5,704
1989 175 1,228 2,933 5,143
</TABLE>
Page 17 - Uses of Funds - Averages (in millions)
Five-year stacked bar graph showing average amount of mortgage loans held for
sale, money market investments, investment securities & securities held for
sale, and loans
<TABLE>
<CAPTION>
Loans Inv. Sec.
HFS MMkt. & Sec. HFS Loans
<S> <C> <C> <C> <C>
1993 $368 $676 $3,405 $6,836
1992 368 989 2,581 6,725
1991 157 738 2,151 7,275
1990 121 218 2,362 7,767
1989 94 97 1,606 7,682
</TABLE>
Page 25 - Average Core Deposit Mix (percent)
Stacked bar graph for five years showing demand deposit percent of total
average core deposits over interest checking & money market deposit over
regular savings over other consumer deposit
<TABLE>
<CAPTION>
Demand Int Check.
Deposits & MMkt. Savings Other
<S> <C> <C> <C> <C>
1993 20% 41% 11% 28%
1992 18 40 8 34
1991 19 33 5 43
1990 21 32 5 42
1989 23 30 7 40
</TABLE>
Page 29 - Earning Asset Mix ($ in millions)
<PAGE>
Pie chart showing breakout of earning assets at December 31, 1993 by category
<TABLE>
<CAPTION>
Amount Percent
<S> <C> <C>
Mortgage Loans Held For Sale $ 591.2 5%
Money Market Investments 650.6 5
Investment Securities &
Securities Held For Sale 3,521.7 29
Loans 7,287.1 61
--------- ---
Total $12,050.6 100
--------- ---
</TABLE>
Page 29 - Funding Mix ($ in millions)
Pie chart showing breakout of funding sources at December 31, 1993 by category
<TABLE>
<CAPTION>
Amount Percent
<S> <C> <C>
Long-Term Debt $ 191.2 2%
Other Sources - Net 2,311.5 19
Purchased Funds 1,664.4 14
Interest-Bearing Core Deposits 7,883.5 65
--------- ---
Total $12,050.6 100
--------- ---
</TABLE>
<PAGE>
Exhibit 3(a)
RESTATED
ARTICLES OF INCORPORATION
OF
CRESTAR FINANCIAL CORPORATION
1. NAME. The name of the Corporation is Crestar Financial
----
Corporation.
2. PURPOSE. The purpose of the Corporation is to acquire,
-------
own, manage and dispose of the capital stock and other securities
of banks and other corporations. In addition, the Corporation
shall have power to carry on business of any character not
prohibited by law or required to be stated in these articles.
3. AUTHORIZED STOCK. The Corporation shall have the
----------------
authority to issue 2,000,000 shares of preferred stock of a par
value of $25 per share and 100,000,000 shares of common stock of a
par value of $5 per share.
Preferred Stock. Authority is expressly vested in the Board
---------------
of Directors to divide the preferred stock into series and, within
the following limitations, to fix and determine the relative rights
and preferences of the shares of any series so established and to
provide for the issuance thereof. Each series shall be so
designated as to distinguish the shares thereof from the shares of
all other series and classes. All shares of preferred stock shall
be identical except as to the following relative rights and
preferences, as to which there may be variations between different
series.
(a) The rate of dividend, the time of payment and the
dates from which dividends shall be cumulative, and the extent
of participation rights, if any;
(b) Any right to vote with holders of shares of any
other series or class and any right to vote as a class, either
generally or as a condition to specified corporate action;
(c) The price at and the terms and conditions on which
shares may be redeemed;
(d) The amount payable upon shares in event of
involuntary liquidation;
(e) The amount payable upon shares in event of voluntary
liquidation;
<PAGE>
(f) Sinking fund provisions for the redemption or
purchase of shares; and
(g) The terms and conditions on which shares may be
converted, if the shares of any series are issued with the
privilege of conversion.
Prior to the issuance of any shares of a series of preferred
stock the Board of Directors shall establish such series by
adopting a resolution setting forth the designation and number of
shares of the series and the relative rights and preferences
thereof to the extent that variations are permitted by the
provisions hereof.
All series of preferred stock shall rank on a parity as to
dividends and assets with all other series according to the
respective dividend rates and amounts distributable upon any
voluntary or involuntary liquidation of the Corporation fixed for
each such series and without preference or priority of any series
over any other series; but all shares of the preferred stock shall
be prefered over the common stock as to both dividends and amounts
distributable upon any voluntary or involuntary liquidation of the
Corporation. All shares of any one series shall be identical.
The designations and separate terms of the two series of the
Preferred Stock authorized and issued as of the date of these
Restated Articles of Incorporation are as follows:
(i) Adjustable Rate Cumulative Preferred Stock
Series B
Authorized December 5, 1985
The Corporation has designated 900,000 shares of the
authorized but unissued shares of the Corporation's Preferred
Stock par value $25 per share, as Adjustable Rate Cumulative
Preferred Stock Series B, with a stated value of $50 per
share, hereinafter referred to as "Series B".
The terms of the Series B shares, in the respects in which the
shares of such series may vary from shares of other series of
Preferred Stock, are as follows:
(a) Dividends and Distributions. The holders of shares
---------------------------
of Series B shall be entitled to receive, out of funds legally
available for the payment of dividends, if, when and as declared by
the Board of Directors, from the date of original issuance to and
including January 30, 1986, and for each dividend period commencing
on January 31, May 1, July 31 and October 31 in each year after
January 30, 1986 and ending on and including the day next preceding
the first day of the next dividend period (such period ending
January 30, 1986 and each of such other
-2-
<PAGE>
periods herein referred to as a "Dividend Period") at a rate a
follows: (i) for the Dividend Period from the date of original
issuance of the Series B to and including January 30, 1986, (the
"Fixed Dividend Period"), the rate shall be 7.11% per annum of the
stated value thereof, and (ii) for each Dividend Period commencing
after January 30, 1986 (the "Adjustable Dividend Periods") at a rate
per annum of the stated value equal to the Applicable Rate (as defined
in Section (c)) in respect of such Adjustable Dividend Period. The
amount of dividend per share payable for the Fixed Dividend Period and
for any Dividend Period less than a full Dividend Period shall be
computed on the basis of a 360-day year of twelve 30-day months and
the actual number of days elapsed in the period for which payable. The
amount of dividend per share payable for each full Dividend Period
commencing after January 30, 1986 shall be computed by dividing the
annual dividend rate for such Dividend Period by four and applying
such resulting rate against the stated value per share of the Series
B. Dividends shall be payable if, when and as declared by the Board of
Directors, out of funds legally available therefor, on January 30,
April 30, July 30 and October 30 of each year, commencing January 30,
1986, to holders of record at the close of business on the January 10,
April 10, July 10 and October 10, as the case may be, next preceding
such dividend payment date. Dividends on account of arrears for any
past Dividend Periods may be declared and paid at any time, without
reference to any regular dividend payment date, to holders of record
on such date not exceeding 30 days preceding the payment date thereof
as may be fixed by the Board of Directors. No dividends shall be
declared on any other series or class or classes of preferred stock
ranking on a parity (as that term is defined in Section (h)) with the
Series B as to dividends in respect of any Dividend Period unless
there shall likewise be or have been declared on all shares of Series
B at the time outstanding like dividends for all Dividend Periods
coinciding with or ending before such Dividend Period, ratably in
proportion to the respective dividend rates fixed for all such other
series or class or classes of preferred stock and the Series B.
Dividends shall be cumulative and will accrue on each share of Series
B from the date of original issuance thereof. No interest, or sum of
money in lieu of interest, shall be payable in respect of any dividend
payment or payments which may be in arrears.
All dividends declared payable to the holders of record of
Series B as of a date on which shares are owned by the Corporation
shall be deemed to have been paid in respect of such shares owned
by the Corporation on such date.
Except as herein provided, the Series B shall not be entitled
to participate in the earnings or the assets of the Corporation.
-3-
<PAGE>
(b) Restrictions on Payments. If dividends at the rate
------------------------
per share set out in Section (a) for any Dividend Period shall not
have been declared and paid or set apart for payment on all
outstanding shares of Series B for such Dividend Period and all
preceding Dividend Periods from and after the date of issuance
thereof, then, until the aggregate deficiency shall be declared and
fully paid or set apart for payment, the Corporation shall not (i)
declare or pay or set apart for payment any dividends or make any
other distribution on the Common Stock, par value $5, of the
Corporation ("Common Stock") or any other capital stock of the
Corporation ranking junior to Series B with respect to the payment
of dividends or distribution of assets on liquidation, dissolution
or winding up of the Corporation (which for all purposes of this
resolution shall mean any liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary) (the Common
Stock and such other stock being herein referred to as "Subordinate
Stock"), other than dividends or distributions paid in shares of,
or options, warrants or rights to subscribe for or purchase shares
of, Subordinate Stock, or (ii) make any payment on account of the
purchase, redemption or other retirement of any Subordinate Stock.
(c) Applicable Rate. Except as provided below in this
---------------
paragraph, the "Applicable Rate" for any Adjustable Dividend Period
shall be (a) 3.00% less than (b) the highest of the Treasury Bill
Rate, the Ten Year Constant Maturity Rate or the Twenty Year
Constant Maturity Rate (each as hereinafter defined) for the
Adjustable Dividend Period. If the Corporation determines in good
faith that for any reason one or more of such rates cannot be
determined for any Adjustable Dividend Period, then the Applicable
Rate for such Dividend Period shall be 3.00% less than the higher
of whichever of such rates can be so determined. If the
Corporation determines in good faith that none of such rates can be
determined for any Adjustable Dividend Period, then the Applicable
Rate in effect for the preceding Dividend Period shall be continued
for such Dividend Period. Anything herein to the contrary
notwithstanding, the Applicable Rate for any Adjustable Dividend
Period shall in no event be less than 5.50% per annum or greater
than 11.50% per annum.
Except as provided below in this paragraph, the "Treasury Bill
Rate" for each Adjustable Dividend Period shall be the arithmetic
average of the two most recent weekly per annum market discount
rates (or the one weekly per annum market discount rate, if only
one such rate shall be published during the relevant Calendar
Period (as defined below)) for three-month U. S. Treasury bills,
published by the Board of Governors of the Federal Reserve System
(the "Federal Reserve Board") during the Calendar Period
immediately prior to the ten calendar days immediately preceding
the January 30, April 30, June 30 and October 30, as the case may
be, immediately prior to the Adjustable Dividend Period for which
the dividend rate on Series
-4-
<PAGE>
B is being determined. If the Federal Reserve Board does not publish
such a weekly per annum market discount rate during any such Calendar
Period, then the Treasury Bill Rate for such Adjustable Dividend
Period shall be the arithmetic average of the two most recent weekly
per annum market discount rates (or the one weekly per annum market
discount rate, if only one such rate shall be published during the
relevant Calendar Period) for three-month U. S. Treasury bills,
published during such Calendar Period by any Federal Reserve Bank or
by any U. S. Government department or agency selected by the
Corporation. If a per annum market discount rate for three-month U. S.
Treasury bills shall not be published by the Federal Reserve Board or
by any Federal Reserve Bank or by any U. S. Government department or
agency during such Calendar Period, then the Treasury Bill Rate for
such Adjustable Dividend Period shall be the arithmetic average of the
two most recent weekly per annum market discount rates (or the one
weekly per annum market discount rate, if only one such rate shall be
published during the relevant Calendar Period) for all the U. S.
Treasury bills then having maturities of not less than 80 nor more
than 100 days, finally published during such Calendar Period by the
Federal Reserve Board or, if the Federal Reserve Board shall not
publish such rates, by any Federal Reserve Bank or by any U. S.
Government department or agency selected by the Corporation. If the
Corporation determines in good faith that for any reason no such U. S.
Treasury bill rates are published as provided above during such
Calendar Period, then the Treasury Bill Rate for such Adjustable
Dividend Period shall be the arithmetic average of the per annum
market discount rates based upon the closing bids during such Calendar
Period for each of the issues of marketable noninterest-bearing U. S.
Treasury securities with a maturity of not less than 80 nor more than
100 days from the date of each such quotation, as chosen and quoted
daily for each business day in New York City (or less frequently if
daily quotations shall not be generally available) to the Corporation
by at least three recognized U. S. Government securities dealers
selected by the Corporation. If the Corporation determines in good
faith that for any reason the Corporation cannot determine the
Treasury Bill Rate for any Adjustable Dividend Period as provided
above in this paragraph, the Treasury Bill Rate for such Adjustable
Dividend Period shall be the arithmetic average of the per annum
market discount rates based upon the closing bids during such Calendar
Period for each of the issues of marketable, interest-bearing U. S.
Treasury securities with a maturity of not less than 80 nor more than
100 days from the date of each such quotation, as chosen and quoted
daily for each business day in New York City (or less frequently if
daily quotations shall not be generally available) to the Corporation
by at least three recognized U. S. government securities dealers
selected by the Corporation.
Except as provided below in this paragraph, the "Ten Year
Constant Maturity Rate" for each Adjustable Dividend Period shall
-5-
<PAGE>
be the arithmetic average of the two most recent weekly per annum
Ten Year Average Yields,as defined below (or the one weekly per
annum Ten Year Average Yield, if only one such Yield shall be
published during the relevant Calendar Period), published by the
Federal Reserve Board during the Calendar Period immediately prior
to the 10 calendar days immediately preceding the January 30, April
30, July 30 and October 30, as the case may be, immediately prior
to the Adjustable Dividend Period for which the dividend rate on
the Series B is being determined. If the Federal Reserve Board
does not publish such a weekly per annum Ten Year Average Yield
during any such Calendar Period, then the Ten Year Constant
Maturity Rate for such Adjustable Dividend Period shall be the
arithmetic average of the two most recent weekly per annum Ten Year
Average Yields (or the one weekly per annum Ten Year Average Yield,
if only one such Yield shall be published during the relevant
Calendar Period), published during such Calendar Period by any
Federal Reserve Bank or by any U. S. Government department or
agency selected by the Corporation. If a per annum Ten Year
Average Yield shall not be published by the Federal Reserve Board
or by any Federal Reserve Bank or by any U. S. Government
department or agency during such Calendar Period, then the Ten Year
Constant Maturity Rate for such Adjustable Dividend Period shall be
the arithmetic average of the two most recent weekly per annum
average yields to maturity (or the one weekly average yield to
maturity, if only one such yield shall be published during the
relevant Calendar Period) for all of the actively traded marketable
U. S. Treasury fixed interest rate securities, (other than Special
Securities, as defined below) then having maturities of not less
than eight nor more than 12 years, finally published during such
Calendar Period by the Federal Reserve Board or, if the Federal
Reserve Board shall not publish such yields, by any Federal Reserve
Bank or by any U. S. Government department or agency selected by
the Corporation. If the Corporation determines in good faith that
for any reason the Corporation cannot determine the Ten Year
Constant Maturity Rate for any Adjustable Dividend Period as
provided above in this paragraph, then the Ten Year Constant
Maturity Rate for such Adjustable Dividend Period shall be the
arithmetic average of the per annum average yields to maturity
based upon the closing bids during such Calendar Period for each of
the issues of actively traded marketable U. S. Treasury fixed
interest rate securities (other than Special Securities) with a
final maturity date not less than eight nor more than 12 years from
the date of each such quotation, as chosen and quoted daily for
each business day in New York City (or less frequently if daily
quotations shall not be generally available) to the Corporation by
at least three recognized U.S. Government securities dealers
selected by the Corporation.
Except as provided below in this paragraph, the "Twenty Year
Constant Maturity Rate" for each Adjustable Dividend Period shall
be the arithmetic average of the two most recent weekly per annum
-6-
<PAGE>
Twenty Year Average Yields, as defined below (or the one weekly per
annum Twenty Year Average Yield, if only one such Yield shall be
published during the relevant Calendar Period), published by the
Federal Reserve Board during the Calendar Period immediately prior
to the 10 calendar days immediately preceding the January 30, April
30, July 30 and October 30, as the case may be, immediately prior
to the Adjustable Dividend Period for which the dividend rate on
the Series B is being determined. If the Federal Reserve Board
does not publish such a weekly per annum Twenty Year Average Yield
during any such Calendar Period, then the Twenty Year Constant
Maturity Rate for such Adjustable Dividend Period shall be the
arithmetic average of the two most recent weekly per annum Twenty
Year Average Yields (or the one weekly per annum Twenty Year
Average Yield, if only one such Yield shall be published during the
relevant Calendar Period), published during such Calendar Period by
any Federal Reserve Bank or by any U. S. Government department or
agency selected by the Corporation. If a per annum Twenty Year
Average Yield shall not be published by the Federal Reserve Board
or by any Federal Reserve Bank or by any U. S. Government
department or agency during such Calendar Period, then the Twenty
Year Constant Maturity Rate for such Adjustable Dividend Period
shall be the arithmetic average of the two most recent weekly per
annum average yields to maturity (or the one weekly average yield
to maturity, if only one such yield shall be published during the
relevant Calendar Period) for all of the actively traded marketable
U. S. Treasury fixed interest rate securities (other than Special
Securities) then having maturities of not less than 18 nor more
than 22 years, finally published during such Calendar Period by the
Federal Reserve Board or, if the Federal Reserve Board shall not
publish such yields, by any Federal Reserve Bank or by any U. S.
Government department or agency selected by the Corporation. If
the Corporation determines in good faith that for any reason the
Corporation cannot determine the Twenty Year Constant Maturity Rate
for any Adjustable Dividend Period as provided above in this
paragraph, then the Twenty Year Constant Maturity Rate for such
Adjustable Dividend Period shall be the arithmetic average of the
per annum average yields to maturity based upon the closing bids
during such Calendar Period for each of the issues of actively
traded marketable U. S. Treasury fixed interest rate securities
(other than Special Securities) with a final maturity date not less
than 18 nor more than 22 years from the date of each such
quotation, as chosen and quoted daily for each business day in New
York City (or less frequently if daily quotations shall not be
generally available) to the Corporation by at least three
recognized U. S. Government securities dealers selected by the
Corporation.
The Treasury Bill Rate, the Ten Year Constant Maturity Rate
and the Twenty Year Constant Maturity Rate shall each be rounded to
the nearest five hundredths of a percentage point.
-7-
<PAGE>
The Applicable Rate with respect to each Adjustable Dividend
Period will be calculated as promptly as practicable by the
Corporation according to the appropriate method described herein.
The Corporation will cause each Applicable Rate to be published in
a newspaper of general circulation in New York City prior to the
commencement of the new Adjustable Dividend Period to which it
applies and will cause notice of such Applicable Rate to be
included with the dividend payment checks next mailed to the
holders of the Series B.
For the purposes of this Section, the weekly per annum market
discount rate for three month U. S. Treasury bills shall be the
secondary market rate.
As used in this Section, the terms
(i) "Calendar Period" shall mean a period of 14
calendar days;
(ii) "Special Securities" shall mean securities which
can, at the option of the holder, be surrendered at face value
in payment of any federal estate tax or which provide tax
benefits to the holder and are priced to reflect such tax
benefits or which were originally issued at a deep or
substantial discount;
(iii) "Ten Year Average Yield" shall mean the average
yield to maturity for actively traded marketable U. S.
Treasury fixed interest rate securities (adjusted to constant
maturities of 10 years); and
(iv) "Twenty Year Average Yield" means the average
yield to maturity for activity traded marketable U.S. Treasury
fixed interest rate securities (adjusted to constant
maturities of 20 years).
(d) Liquidation Preference. In the event of any
----------------------
liquidation, dissolution or winding up of the Corporation, before
any payment or distribution of the assets, or proceeds thereof, of
the Corporation shall be made to or set apart for the holders of
any Subordinate Stock, the holders of the shares of Series B shall
be entitled to receive the stated value thereof ($50) plus an
amount equal to all dividends (whether or not earned or declared)
accrued and unpaid thereon to the date of final distribution to
such holders; but such holders shall not be entitled to any further
payment. If, upon any liquidation, dissolution or winding up of
the Corporation, the assets of the Corporation, or proceeds
thereof, distributable among the holders of the shares of the
Series B shall be insufficient to pay in full the preferential
amount aforesaid and liquidating payments on any other preferred
stock ranking, as to liquidation, dissolution or winding up, on a
parity with the Series B, then
-8-
<PAGE>
such assets, or the proceeds thereof, shall be distributed among the
holders of Series B and any such other preferred stock ratably in
accordance with the respective amounts which would be payable on such
shares of Series B and any such other preferred stock if all amounts
payable thereon were paid in full. For the purposes of this Section
(d), a consolidation or merger of the Corporation with or into one or
more corporations shall not be deemed to be a liquidation, dissolution
or winding up.
Subject to the rights of the holders of shares of any series
or class or classes of stock ranking on a parity with or prior to
the Series B, upon any liquidation, dissolution or winding up of
the Corporation, after payment shall have been made in full to the
Series B as provided in this Section (d), but not prior thereto,
any Subordinate Stock shall, subject to the respective terms and
provisions (if any) applying thereto, be entitled to receive any
and all assets remaining to be paid or distibuted, and the Series
B shall not be entitled to share therein.
(e) (i) Redemption. The Corporation may not redeem
----------
the Series B prior to January 31, 1991. The Series B shall be
redeemable, at the option of the Corporation, in whole or in part,
on or after January 31, 1991 through January 30, 1996 at a
redemption price of $51.50 per share plus accrued and unpaid
dividends thereon to the date fixed for redemption. Thereafter the
Series B shall be redeemable, at the option of the Corporation, in
whole or in part, at a redemption price of $50 per share plus
accrued and unpaid dividends thereon to the date fixed for
redemption.
(ii) In the event the Corporation shall redeem
shares of Series B pursuant to Section (e)(i), notice of such
redemption shall be given by first class mail, postage prepaid,
mailed not less than 30 nor more than 60 days prior to the
redemption date, to each holder of record of the shares to be
redeemed, at such holder's address as the same appears on the stock
register of the Corporation. Each such notice shall state: (1)
the redemption date; (2) the number of shares of Series B to be
redeemed and, if less than all the shares held by such holder are
to be redeemed, the number of such shares to be redeemed from such
holder; (3) the redemption price and the manner in which such
redemption price is to be paid and delivered; (4) the place or
places where certificates for such shares are to be surrendered for
payment of the redemption price; and (5) that dividends on the
shares to be redeemed will cease to accrue on such redemption date.
Notice having been mailed as aforesaid, from and after the
redemption date (unless default shall be made by the Corporation in
providing funds for the payment of the redemption price), dividends
on the shares of Series B so called for redemption shall cease to
accrue, and said shares shall no longer be deemed to be
outstanding, and all rights of the holders thereof as shareholders
of the Corporation (except the right to
-9-
<PAGE>
receive from the Corporation the redemption price) shall cease. The
Corporation's obligation to provide funds in accordance with the
preceding sentence shall be deemed fulfilled if, on or before the
redemption date, the Corporation shall deposit with a bank or trust
company (which may be an affiliate of the Corporation), having an
office or agency in the City of Richmond, Virginia, having a capital
and surplus of at least $200,000,000, or with any other such bank or
trust company located in the continental United States as may be
designated from time to time by the Corporation, funds necessary for
such redemption, in trust, with irrevocable instructions that such
funds be applied to the redemption of the shares of Series B so called
for redemption. Any interest accrued on such funds shall be paid to
the Corporation from time to time. Any funds so deposited and
unclaimed at the end of six years from such redemption date shall be
repaid or released to the Corporation, after which the holder or
holders of such shares of Series B so called for redemption shall look
only to the Corporation for payment of the redemption price without
interest.
(iii) Upon surrender in accordance with said notice
of the certificates for any shares redeemed pursuant to Section
(e)(i) (properly endorsed or assigned for transfer, if the Board of
Directors of the Corporation shall so require and the notice shall
so state), such shares shall be redeemed by the Corporation at the
redemption price. If less than all the outstanding shares of
Series B are to be redeemed, shares to be redeemed shall be
selected by the Corporation from outstanding shares of Series B not
previously called for redemption by lot or pro rata (as nearly as
may be) or by any other method determined by the Board of Directors
of the Corporation in its sole discretion to be equitable.
(iv) In no event shall the Corporation redeem less
than all the outstanding shares of Series B pursuant to Section
(e)(i) unless full cumulative dividends shall have been paid or
declared and set apart for payment upon all outstanding shares of
Series B for all past Dividend Periods.
(v) The Corporation shall also have the right to
purchase or acquire shares of the Series B from time to time, at
public or private sale, at such price or prices as the Corporation
may determine.
(f) Shares to Be Retired. Shares of the Series B
--------------------
purchased or redeemed shall not thereafter be disposed of as shares
of such series, and upon issuance by the State Corporation
Commission of Virginia of a certificate of reduction, such shares
shall become authorized and unissued shares which may be designated
as shares of any other series.
(g) Conversion or Exchange. The holders of shares of
----------------------
-10-
<PAGE>
Series B shall not have any right to convert such shares into or
exchange such shares for shares of any other class or classes or
any other series of any class or classes of capital stock (or any
other security) of the Corporation.
(h) Voting. (i) Except as hereinafter in this Section
------
(h) expressly provided for and as otherwise from time to time
required by the laws of the Commonwealth of Virginia, the Series B
shall have no voting rights. Whenever, at any time or times,
dividends payable on the Series B shall be in arrears in an amount
equal to at least six full quarterly dividends on the Series B at
the time outstanding, whether or not consecutive, the holders of
the outstanding Series B shall have the exclusive right, voting
separately as a class with holders of shares of any one or more
other series of preferred stock ranking on a parity with the Series
B either as to dividends or the distribution of assets upon
liquidation, dissolution or winding up and upon which like voting
rights have been conferred and are exercisable, to elect two of the
authorized number of members of the Board of Directors of the
Corporation at the Corporation's next annual meeting of
shareholders and at each subsequent annual meeting of shareholders.
At elections for such directors, each holder of Series B shall be
entitled to one vote for each share held (the holders of shares of
any other series of preferred stock ranking on such a parity and
having like voting rights being entitled to such number of votes,
if any, for each share of such stock held as may be granted to
them). The right of the holders of Series B, voting separately as
a class, to elect (either alone or together with the holders of
shares of any one or more other series of preferred stock ranking
on such a parity and having like voting rights) members of the
Board of Directors of the Corporation as aforesaid shall continue
until such time as all dividends accumulated on the Series B shall
have been fully paid or set apart for payment, at which time such
right shall terminate, except as herein or by law expressly
provided, subject to revesting in the event of each and every
subsequent default of the character above mentioned. Upon any
termination of the right of the holders of the Series B as a class
to vote for directors as herein provided, the term of office of all
directors then in office elected by the Series B shall terminate
immediately. Any director who shall have been so elected pursuant
to this paragraph may be removed at any time, either with or
without cause, and any vacancy thereby created may be filled, only
by the affirmative vote of the holders of Series B voting
separately as a class (either alone or together with the holders of
shares of any one or more other series of preferred stock ranking
on such a parity and having like voting rights). If the office of
any director elected by the holders of Series B voting as a class
becomes vacant for any reason other than removal from office as
aforesaid, the remaining director may choose a successor who shall
hold office for the unexpired term in respect of which such vacancy
occurred.
-11-
<PAGE>
(ii) So long as any shares of Series B remain
outstanding, and unless the vote or consent of a greater number of
shares of such stock shall then be required by law, the consent of
the holders of at least two-thirds of the shares of Series B
outstanding at the time (voting separately as a class together with
all other series of preferred stock ranking on a parity with the
Series B either as to dividends or the distribution of assets upon
liquidation, dissolution or winding up and upon which like voting
rights have been conferred and are exercisable) given in person or
by proxy, either in writing or at any special or annual meeting
called for the purpose, shall be necessary to permit, effect or
validate anyone or more of the following:
(A) the authorization, creation or issuance of a
new class or series of shares having rights, preferences or
privileges prior (as that term is defined in Section (h)(iv))
to the shares of the Series B, or any increase in the number
of authorized shares of any class or series having rights,
preferences or privileges prior to the shares of Series B; or
(B) the amendment, alteration or repeal, whether by
merger, consolidation or otherwise, of any of the provisions
of the Articles of Incorporation of the Corporation or of this
resolution which would materially and adversely affect any
right, preference, privilege or voting power of the Series B
or of the holders thereof; provided, however, that any
increase in the amount of authorized Common Stock or
authorized Preferred Stock or the creation and issuance of
other series of Common Stock or Preferred Stock, in each case
ranking on a parity with or junior to the Series B with
respect to the payment of dividends and the distribution of
assets upon liquidation, dissolution or winding up, shall not
be deemed to materially and adversely affect such rights,
preferences, privileges or voting powers.
(iii) The foregoing voting provisions shall not
apply, if at or prior to the time when the act with respect to
which such vote would otherwise be required shall be effected, all
outstanding shares of Series B shall have been redeemed or called
for redemption and sufficient funds shall have been deposited in
trust to effect such redemption.
(iv) Any class or classes of stock of the
Corporation shall be deemed to rank:
(A) prior to the Series B as to dividends or as to
distribution of assets upon liquidation, dissolution or
winding up if the holders of such class shall be entitled to
the receipt of dividends or of amounts distributable upon
-12-
<PAGE>
liquidation, dissolution or winding up, as the case may be, in
preference or priority to the holders of Series B; and
(B) on a parity with the Series B as to dividends
or as to distribution of assets upon liquidation, dissolution
or winding up, whether or not the dividend rates, dividend
payment dates or redemption or liquidation prices per share
thereof are different from those of the Series B, if the
holders of such class of stock and of the Series B, shall be
entitled to the receipt of dividends or of amounts
distributable upon liquidation, dissolution or winding up, as
the case may be in proportion to their respective dividend
rates or liquidation prices, without preference or priority
one over the other.
(i) Maximum Number of Shares. The maximum number of
------------------------
shares of the Series B issuable shall be 900,000, but the Board of
Directors may, by articles of serial designation filed with the
State Corporation Commission of Virginia, reclassify any of the
authorized but unissued shares of such series as shares, or
additional shares, of any other series. No additional shares of
Preferred Stock, however, may be classified as shares of Series B.
(ii) Participating Cumulative Preferred Stock
Series C
Authorized June 23, 1989
The Corporation has designated 100,000 shares of the
authorized but unissued shares of the Corporation's Preferred
Stock, par value $25 per share, as Participating Cumulative
Preferred Stock, Series C (hereinafter referred to as "Series
C Preferred Stock").
The preferences, limitations and relative rights of the
Series C Preferred Stock shall be as follows:
(a) Dividends and Distributions.
---------------------------
(1) Subject to the prior and superior rights
of the holders of any shares of any series of
Preferred Stock ranking prior and superior to the
shares of Series C Preferred Stock with respect to
dividends, the holders of shares of Series C
Preferred Stock in preference to the holders of
Common Stock and of any other junior stock, shall
be entitled to receive, when, as and if declared by
the Board of Directors out of funds legally
available therefor, dividends payable quarterly on
the 30th day of January, April, July and October
(each such date being referred to herein as a
"Quarterly Dividend Payment Date"), commencing on
-13-
<PAGE>
the first Quarterly Dividend Payment Date after the
first issuance of a share or fraction of a share of
Series C Preferred Stock, in an amount per share
(rounded to the nearest cent) equal to the greater
-----------
of (a) $200 or (b) subject to the provision for
--
adjustment hereinafter set forth, 1,000 times the
aggregate per share amount of all cash dividends,
and 1,000 times the aggregate per share amount
(payable in kind) of all non-cash dividends or
other distributions other than a dividend payable
in shares of Common Stock or a subdivision of the
outstanding shares of Common Stock (by
reclassification or otherwise), declared on the
Common Stock since the immediately preceding
Quarterly Dividend Payment Date, or, with respect
to the first Quarterly Dividend Payment Date, since
the first issuance of any share or fraction of a
share of Series C Preferred Stock. In the event
the Corporation shall at any time after June 23,
1989 (the "Rights Declaration Date"), (i) declare
any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common
Stock, or (iii) combine the outstanding Common
Stock into a smaller number of shares, then in each
such case the amount to which holders of shares of
Series C Preferred Stock were entitled immediately
prior to such event under clause (b) of the
preceding sentence shall be adjusted by multiplying
such amount by a fraction, the numerator of which
is the number of shares of Common Stock outstanding
immediately after such event and the denominator of
which is the number of shares of Common Stock that
were outstanding immediately prior to such event.
(2) The Corporation shall declare a dividend
or distribution on the Series C Preferred Stock as
provided in paragraph (1) above immediately after
it declares a dividend or distribution on the
Common Stock (other than a dividend payable in
shares of Common Stock); provided that, in the
event no dividend or distribution shall have been
declared on the Common Stock during the period
between any Quarterly Dividend Payment Date and the
next subsequent Quarterly Dividend Payment Date, a
dividend at the rate of $200 per share on the
Series C Preferred Stock shall nevertheless be
payable on such subsequent Quarterly Dividend
Payment Date.
(3) Dividends shall begin to accrue and be
cumulative on outstanding shares of Series C
-14-
<PAGE>
Preferred Stock from the Quarterly Dividend Payment
Date next preceding the date of issue of such
shares of Series C Preferred Stock, unless the date
of issue of such shares is prior to the record date
for the first Quarterly Dividend Payment Date, in
which case dividends on such shares shall begin to
accrue from the date of issue of such shares, or
unless the date of issue is a Quarterly Dividend
Payment Date or is a date after the record date for
the determination of holders of shares of Series C
Preferred Stock entitled to receive a quarterly
dividend and before such Quarterly Dividend Payment
Date, in either of which events such dividends
shall begin to accrue and be cumulative from such
Quarterly Dividend Payment Date. Accrued but
unpaid dividends shall not bear interest.
Dividends paid on the shares of Series C Preferred
Stock in an amount less than the total amount of
such dividends at the time accrued and payable on
such shares shall be allocated pro rata on a share-
by-share basis among all such shares at the time
outstanding. The Board of Directors may fix a
record date for the determination of holders of
shares of Series C Preferred Stock entitled to
receive payment of a dividend or distribution
declared thereon, which record date shall be no
more than 30 days prior to the date fixed for the
payment thereof.
(b) Voting Rights. The holders of shares of
-------------
Series C Preferred Stock shall have the following
voting rights:
(1) Subject to the provision for adjustment
hereinafter set forth, each share of Series C
Preferred Stock shall entitle the holder thereof to
1,000 votes on all matters submitted to a vote of
the shareholders of the Corporation. In the event
the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common
Stock payable in shares of Common Stock,
(ii) subdivide the outstanding Common Stock, or
(iii) combine the outstanding Common Stock into a
smaller number of shares, then in each such case
the number of votes per share to which holders of
shares of Series C Preferred Stock were entitled
immediately prior to such event shall be adjusted
by multiplying such number by a fraction, the
numerator of which is the number of shares of
Common Stock outstanding immediately after such
event and the denominator of which is the number
-15-
<PAGE>
of shares of Common Stock that were outstanding
immediately prior to such event.
(2) Except as otherwise provided herein, in
the Restated Articles of Incorporation or under
applicable law, the holders of shares of Series C
Preferred Stock and the holders of shares of Common
Stock shall vote together as one voting group on
all matters submitted to a vote of stockholders of
the Corporation.
(3) (i) If at any time dividends on any
shares of Series C Preferred Stock shall be in
arrears in an amount equal to six quarterly
dividends thereon, the occurrence of such
contingency shall mark the beginning of a
period (a "default period") that shall extend
until such time when all accrued and unpaid
dividends for all previous quarterly dividend
periods and for the current quarterly dividend
period on all shares of Series C Preferred
Stock then outstanding shall have been
declared and paid or set apart for payment.
During each default period, all holders of the
outstanding shares of Series C Preferred Stock
together with any other series of Preferred
Stock then entitled to such a vote under the
terms of the Restated Articles of
Incorporation, voting as a separate voting
group, shall be entitled to elect two members
of the Board of Directors of the Corporation.
(ii) During any default period, such
voting right of the holders of Preferred Stock
may be exercised initially at a special
meeting called pursuant to subparagraph (iii)
of this Subsection (b)(3) or at any annual
meeting of stockholders, and thereafter at
annual meetings of stockholders, provided that
neither such voting right nor the right of the
holders of any other series of Preferred
Stock, if any, to increase, in certain cases,
the authorized number of Directors shall be
exercised unless the holders of ten percent
(10%) in number of shares of Preferred Stock
outstanding shall be present in person or by
proxy. The absence of a quorum of the holders
of Common Stock shall not affect the exercise
by the holders of Preferred Stock of such
voting right. At any meeting at which the
holders
-16-
<PAGE>
of Preferred Stock shall exercise such
voting right initially during an existing
default period, they shall have the right,
voting as a separate voting group, to elect
Directors to fill such vacancies, if any, in
the Board of Directors as may then exist up to
two (2) Directors, or if such right is
exercised at an annual meeting, to elect two
(2) Directors. If the number which may be so
elected at any special meeting does not amount
to the required number, the holders of the
Preferred Stock shall have the right to make
such increase in the number of Directors as
shall be necessary to permit the election by
them of the required number. After the
holders of the Preferred Stock shall have
exercised their right to elect Directors in
any default period and during the continuance
of such period, the number of Directors shall
not be increased or decreased except by vote
of the holders of Preferred Stock as herein
provided or pursuant to the rights of any
equity securities ranking senior to or pari
passu with the Series C Preferred Stock.
(iii) Unless the holders of Preferred
Stock shall, during an existing default
period, have previously exercised their right
to elect Directors, the Board of Directors may
order, or any stockholder or stockholders
owning in the aggregate not less than ten
percent (10%) of the total number of shares of
Preferred Stock outstanding, irrespective of
series, may request, the calling of a special
meeting of the holders of Preferred Stock,
which meeting shall thereupon be called by the
Chairman, President, a Vice Chairman, a Vice-
President or the Secretary of the Corporation.
Notice of such meeting and of any annual
meeting at which holders of Preferred Stock
are entitled to vote pursuant to this
paragraph (b)(3)(iii) shall be given to each
holder of record of Preferred Stock by mailing
a copy of such notice to him at his last
address as the same appears on the books of
the Corporation. Such meeting shall be called
for a time not earlier than 10 days and not
later than 60 days after such order or
request. In the event such meeting is not
called within 60 days after such order or
request, such meeting may be called on similar
notice by any stockholder or
-17-
<PAGE>
stockholders owning in the aggregate not less than
ten percent (10%) of the total number of shares of
Preferred Stock outstanding. Notwithstanding the
provisions of this paragraph (b)(3)(iii), no such
special meeting shall be called during the period
within 60 days immediately preceding the date
fixed for the next annual meeting of the
stockholders.
(iv) In any default period, the holders
of Common Stock, and other classes of stock of
the Corporation if applicable, shall continue
to be entitled to elect the whole number of
Directors until the holders of Preferred Stock
shall have exercised their right to elect two
(2) Directors voting as a separate voting
group, after the exercise of which right (x)
the Directors so elected by the holders of
Preferred Stock shall continue in office until
their successors shall have been elected by
such holders or until the expiration of the
default period, and (y) any vacancy in the
Board of Directors may (except as provided in
paragraph (b)(3)(ii)) be filled by vote of a
majority of the remaining Directors
theretofore elected by the voting group which
elected the Director whose office shall have
become vacant. References in this paragraph
(b)(3)(iv) to Directors elected by a
particular voting group shall include
Directors elected by such Directors to fill
vacancies as provided in clause (y) of the
foregoing sentence.
(v) Immediately upon the expiration of
a default period, (x) the right of the holders
of Preferred Stock, as a separate voting
group, to elect Directors shall cease, (y) the
term of any Directors elected by the holders
of Preferred Stock, as a separate voting
group, shall terminate, and (z) the number of
Directors shall be such number as may be
provided for in, or pursuant to, the Restated
Articles of Incorporation or bylaws
irrespective of any increase made pursuant to
the provisions of paragraph 5(b)(3)(ii) (such
number being subject, however, to change
thereafter in any manner provided by law or in
the Restated Articles of Incorporation or
bylaws). Any vacancies in the Board of
Directors affected by the provisions of
-18-
<PAGE>
clauses (y) and (z) in the preceding sentence
may be filled by a majority of the remaining
Directors, even though less than a quorum.
(4) Except as set forth herein or as
otherwise provided in the Restated Articles of
Incorporation, holders of Series C Preferred Stock
shall have no special voting rights and their
consent shall not be required (except to the extent
they are entitled to vote with holders of Common
Stock as set forth herein) for taking any corporate
action.
(c) Certain Restrictions.
--------------------
(1) Whenever quarterly dividends or other
dividends or distributions payable on the Series C
Preferred Stock as provided in Subsection (a) are
in arrears, thereafter and until all accrued and
unpaid dividends and distributions, whether or not
declared, on shares of Series C Preferred Stock
outstanding shall have been paid in full, the
Corporation shall not:
(i) declare or pay or set apart for
payment any dividends (other than dividends
payable in shares of any class or classes of
stock of the Corporation ranking junior to the
Series C Preferred Stock) or make any other
distributions on, any class of stock of the
Corporation ranking junior (either as to
dividends or upon liquidation, dissolution or
winding up) to the Series C Preferred Stock
and shall not redeem, purchase or otherwise
acquire, directly or indirectly, whether
voluntarily, for a sinking fund, or otherwise
any shares of any class of stock of the
Corporation ranking junior (either as to
dividends or upon liquidation, dissolution or
winding up) to the Series C Preferred Stock,
provided that, notwithstanding the foregoing,
the Corporation may at any time redeem,
purchase or otherwise acquire shares of stock
of any such junior class in exchange for, or
out of the net cash proceeds from the
concurrent sale of, other shares of stock of
any such junior class;
(ii) declare or pay dividends on or
make any other distributions on any shares of
stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or
-19-
<PAGE>
winding up) with the Series C Preferred Stock,
except dividends paid ratably on the Series C
Preferred Stock and all such parity stock on
which dividends are payable or in arrears in
proportion to the total amounts to which the
holders of all such shares are then entitled;
(iii) redeem or purchase or otherwise
acquire for consideration shares of any stock
ranking on a parity (either as to dividends or
upon liquidation, dissolution or winding up)
with the Series C Preferred Stock, provided
that the Corporation may at any time redeem,
purchase or otherwise acquire shares of any
such parity stock in exchange for shares of
any stock of the Corporation ranking junior
(either as to dividends or upon dissolution,
liquidation or winding up) to the Series C
Preferred Stock;
(iv) purchase or otherwise acquire for
consideration any shares of Series C Preferred
Stock, or any shares of stock ranking on a
parity with the Series C Preferred Stock,
except in accordance with a purchase offer
made in writing or by publication (as
determined by the Board of Directors) to all
holders of such shares upon such terms as the
Board of Directors, after consideration of the
respective annual dividend rates and other
relative rights and preferences of the
respective series and classes, shall determine
in good faith will result in fair and
equitable treatment among the respective
series or classes.
(2) The Corporation shall not permit any
subsidiary of the Corporation to purchase or
otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation
could, under paragraph (1) of Subsection (c),
purchase or otherwise acquire such shares at such
time and in such manner.
(d) Reacquired Shares. Any shares of Series C
-----------------
Preferred Stock purchased or otherwise acquired by the
Corporation in any manner whatsoever shall be retired and
cancelled promptly after the acquisition thereof. All
such shares shall upon their cancellation become
authorized but unissued shares of Preferred Stock and may
be reissued as part of a new series of Preferred
-20-
<PAGE>
Stock to be created by resolution or resolutions of the
Board of Directors, subject to the conditions and
restrictions on issuance set forth herein.
(e) Liquidation, Dissolution or Winding Up.
--------------------------------------
(1) Upon any voluntary or involuntary
liquidation, dissolution or winding up of the
Corporation, no distribution shall be made to the
holders of shares of stock ranking junior (either
as to dividends or upon liquidation, dissolution or
winding up) to the Series C Preferred Stock unless,
prior thereto, the holders of shares of Series C
Preferred Stock shall have received $1,000 per
share, plus an amount equal to accrued and unpaid
dividends and distributions thereon, whether or not
declared, to the date of such payment (the "Series
C Liquidation Preference"). Following the payment
of the full amount of the Series C Liquidation
Preference, no additional distributions shall be
made to the holders of shares of Series C Preferred
Stock unless, prior thereto, the holders of shares
of Common Stock shall have received an amount per
share (the "Common Adjustment") equal to the
quotient obtained by dividing (i) the Series C
Liquidation Preference by (ii) 1,000 (as
appropriately adjusted as set forth in subparagraph
3 below to reflect such events as stock splits,
stock dividends and recapitalizations with respect
to the Common Stock) (such number in clause (ii)
being hereinafter referred to as the "Adjustment
Number"). Following the payment of the full amount
of the Series C Liquidation Preference and the
Common Adjustment in respect of all outstanding
shares of Series C Preferred Stock and Common
Stock, respectively, holders of Series C Preferred
Stock and holders of shares of Common Stock shall
receive their ratable and proportionate share of
the remaining assets to be distributed in the ratio
of the Adjustment Number to 1 with respect to such
Series C Preferred Stock and Common Stock, on a per
share basis, respectively.
(2) In the event, however, that there are not
sufficient assets available to permit payment in
full of the Series C Liquidation Preference and the
liquidation preferences of all other series of
Preferred Stock, if any, then such remaining assets
shall be distributed ratably to the holders of all
such shares in proportion to their
-21-
<PAGE>
respective liquidation preferences. In the event,
however, that there are not sufficient assets available
to permit payment in full of the Common Adjustment,
then such remaining assets shall be distributed ratably
to the holders of Common Stock.
(3) In the event the Corporation shall at any
time after the Rights Declaration Date (i) declare
any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common
Stock, or (iii) combine the outstanding Common
Stock into a smaller number of shares, then in each
such case the Adjustment Number in effect
immediately prior to such event shall be adjusted
by multiplying such Adjustment Number by a
fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately
after such event and the denominator of which is
the number of shares of Common Stock that were
outstanding immediately prior to such event.
(f) Consolidation, Merger, Share Exchange, etc. In
------------------------------------------
case the Corporation shall enter into any consolidation,
merger, share exchange, combination or other transaction
in which the shares of Common Stock are exchanged for or
changed into other stock or securities, cash and/or any
other property, then in any such case the shares of
Series C Preferred Stock shall at the same time be
similarly exchanged or changed in an amount per share
(subject to the provision for adjustment hereinafter set
forth) equal to 1,000 times the aggregate amount of
stock, securities, cash and/or any other property
(payable in kind), as the case may be, into which or for
which each share of Common Stock is changed or exchanged.
In the event the Corporation shall at any time after the
Rights Declaration Date (i) declare any dividend on
Common Stock payable in shares of Common Stock, (ii)
subdivide the outstanding Common Stock, or (iii) combine
the outstanding Common Stock into a smaller number of
shares, then in each such case the amount set forth in
the preceding sentence with respect to the exchange or
change of shares of Series C Preferred Stock shall be
adjusted by multiplying such amount by a fraction, the
numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common
Stock that were outstanding immediately prior to such
event.
(g) Redemption. The outstanding shares of Series
----------
-22-
<PAGE>
C Preferred Stock may be redeemed at the option of the
Board of Directors as a whole, but not in part, at any
time, or from time to time, at a cash price per share
equal to (i) 100% of the product of the Adjustment Number
times the Average Market Value (as such term is
hereinafter defined) of the Common Stock, plus (ii) all
dividends which on the redemption date have accrued on
the shares to be redeemed and have not been paid or
declared and a sum sufficient for the payment thereof set
apart, without interest. The "Average Market Value" is
the average of the closing sale prices of a share of the
Common Stock during the 30-day period immediately
preceding the date before the redemption date on the
Composite Tape for New York Stock Exchange Listed Stocks,
or, if such stock is not quoted on the Composite Tape, on
the New York Stock Exchange, or, if such stock is not
listed on such exchange, on the principal United States
securities exchange registered under the Securities
Exchange Act of 1934, as amended, on which such stock is
listed, or, if such stock is not listed on any such
exchange, the average of the closing bid quotations with
respect to a share of Common Stock during such 30-day
period on the National Association of Securities Dealers,
Inc. Automated Quotation System or any system then in
use, or if no such quotations are available, the fair
market value of a share of the Common Stock as determined
by the Board of Directors in good faith.
(h) Ranking. The Series C Preferred Stock shall
-------
rank on a parity with all other series of Preferred Stock
as to the payment of dividends and the distribution of
assets, unless the terms of any such series shall provide
otherwise.
(i) Amendment. Except as permitted by the Virginia
---------
Stock Corporation Act, the Restated Articles of
Incorporation or the Bylaws, the Restated Articles of
Incorporation shall not be further amended in any manner
that would adversely affect the preferences, rights or
powers of the Series C Preferred Stock.
(j) Fractional Shares. Series C Preferred Stock
-----------------
may be issued in fractions of one one-thousandth of a
share (and integral multiples thereof) which shall
entitle the holder, in proportion to such holders'
fractional shares, to exercise voting rights, receive
dividends, participate in distributions and to have the
benefit of all other rights of holders of Series C
Preferred Stock.
Common Stock. The holders of common stock shall, to the
------------
-23-
<PAGE>
exclusion of the holders of any other class of stock of the
Corporation, have the sole and full power to vote for the election
of directors and for all other purposes without limitation except
only (i) as otherwise provided in the certificate of amendment for
a particular series of preferred stock, and (ii) as otherwise
expressly provided by the then existing statutes of the
Commonwealth of Virginia. The holders of common stock shall have
one vote for each share of common stock held by them.
Subject to the provisions of the certificate of amendment for
series of preferred stock, the holders of common stock shall be
entitled to receive dividends if, when and as declared by the Board
of Directors out of funds legally available therefor and to the net
assets remaining after payment of all liabilities upon voluntary or
involuntary liquidation of the Corporation.
4. PARTNERSHIPS AND JOINT VENTURES. The Corporation shall
-------------------------------
have power to enter into partnership or joint venture agreements
with other corporations, whether organized under the laws of this
or another state, or with any individual or individuals.
5. OFFICER AND DIRECTOR LIABILITY; INDEMNIFICATION.
-----------------------------------------------
A. To the full extent that the Virginia Stock
Corporation Act, as it exists on the date hereof or may hereafter
be amended, permits the limitation or elimination of the liability
of directors or officers, a Director or officer of the Corporation
shall not be liable to the Corporation or its stockholders for
monetary damages.
B. To the full extent permitted and in the manner
prescribed by the Virginia Stock Corporation Act and any other
applicable law, the Corporation shall indemnify a Director or
officer of the Corporation who is or was a party to any proceeding
by reason of the fact that he is or was such a Director or officer
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, employee benefit plan or other
enterprise. The Board of Directors is hereby empowered, by
majority vote of a quorum of disinterested Directors, to contract
in advance to indemnify any Director or officer.
C. The Board of Directors is hereby empowered, by
majority vote of a quorum of disinterested Directors, to cause the
Corporation to indemnify or contract in advance to indemnify any
person not specified in Section B of this Article who was or is a
party to any proceeding, by reason of the fact that he is or was an
employee or agent of the Corporation, or is or was serving
-24-
<PAGE>
at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, to the same extent as if
such person were specified as one to whom indemnification is granted
in Section B.
D. The Corporation may purchase and maintain insurance
to indemnify it against the whole or any portion of the liability
assumed by it in accordance with this Article and may also procure
insurance, in such amounts as the Board of Directors may determine,
on behalf of any person who 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, employee
benefit plan or other enterprise, against any liability asserted
against or incurred by such person in any such capacity or arising
from his status as such, whether or not the Corporation would have
power to indemnify him against such liability under the provisions
of this Article.
E. In the event there has been a change in the
composition of a majority of the Board of Directors after the date
of the alleged act or omission with respect to which
indemnificaiton is claimed, any determination as to indemnification
and advancement of expenses with respect to any claim for
indemnification made pursuant to Section A of this Article 5 shall
be made by special legal counsel agreed upon by the Board of
Directors and the proposed indemnitee. If the Board of Directors
and the proposed indemnitee are unable to agree upon such special
legal counsel, the Board of Directors and the proposed indemnitee
each shall select a nominee, and the nominees shall select such
special legal counsel.
F. The provisions of this Article 5 shall be applicable
to all actions, claims, suits or proceedings commenced after the
adoption hereof, whether arising from any action taken or failure
to act before or after such adoption. No amendment, modification
or repeal of this Article shall diminsh the rights provided hereby
or diminish the right to indemnification with respect to any claim,
issue or matter in any then pending or subsequent proceeding that
is based in any material respect on any alleged action or failure
to act prior to such amendment, modification or repeal.
G. Reference herein to Directors, officers, employees or
agents shall include former Directors, officers, employees and
agents and their respective heirs, executors and administrators.
6. NO PRE-EMPTIVE RIGHTS. No holder of capital stock shall
---------------------
have any pre-emptive right to purchase (i) any shares of
-25-
<PAGE>
any class of stock of the Corporation, (ii) any warrants, rights or
options to purchase any such stock, or (iii) any securities
convertible into any such stock or into warrants, rights or options to
pruchase any such stock.
7. REQUIRED SHAREHOLDER VOTE. Except as otherwise expressly
-------------------------
provided in any Article, an amendment or restatement of these
Articles, other than an amendment or restatement that amends or
affects the shareholder vote required by the Virginia Stock
Corporation Act to approve a merger, statutory share exchange, sale
of all or substantially all of the Corporation's assets or the
dissolution of the Corporation, shall be approved by a majority of
the votes entitled to be cast by each voting group that is entitled
to vote on the matter.
8. CLASSIFICATION OF BOARD OF DIRECTORS. (a) Number,
------------------------------------
Election, and Terms of Directors. The number of Directors shall be
set forth in the Bylaws. The number of Directors set forth in the
Bylaws cannot be increased by more than four during any 12-month
period except by the affirmative vote of the holders of more than
66 2/3% of outstanding Voting Shares. Commencing with the 1990
Annual Meeting of Shareholders, the Board of Directors shall be
divided into three classes, denominated Class I, Class II, and
Class III, each as nearly equal in number to the other two as
possible. At the 1990 Annual Meeting of Shareholders, Directors of
Class I shall be elected to hold office for a term expiring at the
1991 Annual Meeting of Shareholders; Directors of Class II shall be
elected to hold office for a term expiring at the 1992 Annual
Meeting of Shareholders; and Directors of Class III shall be
elected to hold office for a term expiring at the 1993 Annual
Meeting of Shareholders. At each Annual Meeting of Shareholders
after 1990, the successors to the class of Directors whose terms
shall then expire shall be identified as being of the same class as
Directors they succeed and shall be elected to hold office for a
term expiring at the third succeeding Annual Meeting of
Shareholders. When the number of Directors is changed, any newly-
created directorships or any decrease in directorships shall be so
apportioned among the classes by the Board of Directors as to make
all classes as nearly equal in number as possible.
(b) Newly-created Directorships and Vacancies. Subject
to the rights of the holders of Preferred Stock then outstanding,
any vacancy occurring on the Board of Directors, including a
vacancy resulting from an increase in the number of Directors, may
be filled by the affirmative vote of a majority of the remaining
Directors, though less than a quorum of the Board of Directors. If
at the time any such vacancy is filled, any person, or any
associate or affiliate of such person (as those terms are defined
in Rule 12b-2 of the General Rules and
-26-
<PAGE>
Regulations under the Securities Exchange Act of 1934, or any
successor rule or regulation) is directly or indirectly the beneficial
owner of 10% (or more) of outstanding Voting Shares, the vacancy shall
be filled by the affirmative vote of a majority of the remaining
Directors in the class of Directors in which the vacancy has occurred.
Directors so chosen shall hold office for a term expiring at the next
following Annual Meeting of Shareholders at which Directors are
elected. No decrease in the number of Directors constituting the Board
of Directors shall shorten the term of any incumbent Director.
(c) Removal of Directors. Subject to the rights of the
holders of Preferred Stock then outstanding, any Director may be
removed, with cause, only by the affirmative vote of the holders of
at least 66 2/3% of outstanding Voting Shares.
(d) Amendment or Repeal. The provisions of this Article
8 shall not be amended or repealed, nor shall any amendment to the
Articles of Incorporation be adopted that is inconsistent with this
Article 8, unless such action shall have been approved by a
majority of those Directors who are Disinterested Directors and the
affirmative vote of the holders of at least 66 2/3% of outstanding
Voting Shares.
(e) Certain Definitions. For purposes of this
Article 8:
1. "Disinterested Director" shall mean any member of the
----------------------
Board of Directors who:
A. was elected to the Board of Directors at the 1990
Annual Meeting of Shareholders; or
B. was recommended for election by a majority of the
Disinterested Directors then on the Board, or was elected by
the Board to fill a vacancy and received the affirmative vote
of a majority of the Disinterested Directors then on the
Board.
2. "Voting Shares" shall mean the outstanding shares of all
-------------
classes or series of the Corporation's stock entitled to vote
generally in the election of Directors.
-27-
<PAGE>
Exhibit 3(b)
Bylaws
of
Crestar Financial Corporation
Incorporated Under The Laws
Of The Commonwealth Of Virginia
Adopted December 20, 1979
(And Including Amendments Adopted
Thereto Through February 26, 1993)
<PAGE>
Index
To
Bylaws
Of
Crestar Financial Corporation
<TABLE>
<CAPTION>
<S> <C>
Article I - Meetings Of Stockholders
1.1 - Place of Meetings ....................................1
1.2 - Annual Meetings ......................................1
1.3 - Special Meetings .....................................1
1.4 - Notice of Meetings ...................................1
1.5 - Quorum ...............................................1
1.6 - Voting ...............................................1
1.7 - Conduct of Meetings ..................................2
1.8 - Inspectors ...........................................3
Article II - Board Of Directors
2.1 - General Powers .......................................3
2.2 - Number of Directors ..................................3
2.3 - Quorum ...............................................3
2.4 - Meetings of the Board ................................3
2.5 - Compensation .........................................4
2.6 - Eligibility ..........................................4
Article III - Committees
3.1 - Standing Committees ..................................4
3.2 - Executive Committee ..................................5
3.3 - Audit Committee ......................................6
3.4 - Human Resources and Compensation Committee ...........6
3.5 - Other Committees .....................................7
Article IV - Officers
4.1 - Number and Manner of Election or Appointment .........7
4.2 - Term of Office .......................................7
4.3 - Removal ..............................................7
4.4 - Resignations .........................................8
4.5 - Vacancies, New Offices and Promotions ................8
4.6 - Chairman of the Board ................................8
4.7 - President ............................................8
4.8 - Vice Chairman of the Board of Directors ..............8
4.9 - Secretary ............................................8
4.10- Treasurer ............................................9
4.11- Auditor ..............................................9
4.12- Powers and Duties of Other Officers ..................9
4.13- Deposit Accounts .....................................9
4.14- Securities Accounts ..................................9
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Article V - Capital Stock
5.1 - Certificates ........................................10
5.2 - Lost, Destroyed and Mutilated Certificates ..........10
5.3 - Transfer of Stock ...................................10
5.4 - Closing of Transfer Books and Fixing Record Date ....10
Article VI - Miscellaneous Provisions
6.1 - Seal ................................................11
6.2 - Voting of Stock Held ................................11
6.3 - Fiscal Year .........................................11
6.4 - Checks, Notes and Drafts ............................11
Article VII - Emergency Bylaws ................................12
Article VIII - Indemnification Of Directors And Officers ......13
Article IX - Amendments .......................................14
</TABLE>
<PAGE>
Crestar Financial Corporation
Bylaws
Article I
---------
Meeting Of Stockholders
1.1 Place of Meetings. All meetings of the stockholders
-----------------
shall be held at such place, either within or without the State of
Virginia, as may be designated by the Board of Directors.
1.2 Annual Meetings. The annual meeting of stockholders, for
---------------
the election of Directors and transaction of such other business as
may come before the meeting, shall be held at such time and date as
designated by the Board of Directors.
1.3 Special Meetings. Special meetings of the stockholders
----------------
for any purpose or purposes may be called at any time by the
Chairman of the Board, by the President, or by a majority of the
Board of Directors. No business shall be transacted and no
corporate action shall be taken at a special meeting other than
that stated in the notice of the meeting.
1.4 Notice of Meetings. Unless waived in the manner
------------------
prescribed by law, notice of each meeting of stockholders shall be
given in writing, not less than ten nor more than sixty days before
the day of the meeting, or such other notice as is required by law,
to each stockholder entitled to vote at such meeting and shall
state the place, date and hour of the meeting and, in the case of
a special meeting, the purpose or purposes for which the meeting is
called. If mailed, such notice shall be deemed to have been given
when deposited in the United States mail, with postage thereon
prepaid, directed to the stockholder at his address as it appears
on the stock transfer books of the Corporation.
1.5 Quorum. Any number of stockholders together holding a
------
majority of outstanding shares of capital stock entitled to vote
with respect to the business to be transacted, who shall be present
in person or represented by proxy at any meeting duly called,
shall constitute a quorum for the transac-tion of business. If
less than a quorum shall be in attendance at the time for which a
meeting shall have been called, the meeting may be adjourned from
time to time by a majority of the stockholders present or
represented by proxy without notice other than by announcement at
the meeting until a quorum shall attend.
1.6 Voting. At any meeting of the stockholders, each
------
stockholder of a class entitled to vote on any matter coming before
the meeting shall, as to such matter, have one vote, in person or
by proxy, for each share of capital stock of such class standing in
his name on the stock transfer books of the Corporation on that
date, not more than seventy days prior to such meeting, as
designated by the Board of Directors, for the purpose of
determining stockholders entitled to vote, as the date on which the
stock transfer books of the
-1-
<PAGE>
Corporation are to be closed or as the record date. Every proxy
shall be in writing and signed by the stockholder entitled to vote
or signed by his duly authorized attorney in fact. At a meeting
where a quorum is present, the affirmative vote of the majority of
the shares represented at the meeting and entitled to vote shall be
the act of the stockholders.
1.7 Conduct of Meetings. At each meeting of the
-------------------
stockholders, the Chairman of the Board, the President, or a Vice
Chairman of the Board shall act as chairman and preside. In their
absence, the Chairman of the Board may designate another officer of
the Corporation who need not be a Director to preside. The
Secretary of the Corporation or an Assistant Secretary, or in their
absence, a person whom the chairman of such meeting shall appoint,
shall act as secretary of such meeting.
At any meeting of stockholders of the Corporation, only that
business that is properly brought before the meeting may be
presented to and acted upon by stockholders. To be properly
brought before the meeting, business must be brought (a) by or at
the direction of the Board of Directors or (b) by a stockholder who
has given written notice of business he expects to bring before the
meeting to the Secretary of the Corporation not less than 15 days
prior to the meeting. If mailed, such notice shall be sent by
certified mail, return receipt requested, and shall be deemed to
have been given when received by the Secretary of the Corporation.
A stockholder's notice to the Secretary shall set forth as to each
matter the stockholder proposes to bring before the meeting (a) a
brief description of the business to be brought before the meeting
and the reasons for conducting such business at the meeting, (b)
the name and address, as they appear on the Corporation's books, of
the stockholder proposing such business, (c) the class and number
of shares of the Corporation's stock beneficially owned by the
stockholder, and (d) any material interest of the stockholder in
such business. No business shall be conducted at a meeting of
stockholders except in accordance with the procedures set forth in
this Section 1.7. The chairman of a meeting of stockholders shall,
if the facts warrant, determine and declare to the meeting that
business was not properly brought before the meeting in accordance
with the provisions of this Section 1.7, and if he should so
determine, he shall so declare to the meeting and any such business
not properly brought before the meeting shall not be transacted.
Any nomination for Director made by a stockholder must be made in
writing to the Secretary of the Corporation not less than 15 days
prior to the meeting of stockholders at which Directors are to be
elected. If mailed, such notice shall be sent by certified mail,
return receipt requested, and shall be deemed to have been given
when received by the Secretary of the Corporation. A stockholder's
nomination for Director shall set forth (a) the name and business
address of the stockholder's nominee, (b) the fact that the nominee
has consented to his name being placed in nomination, (c) the name
and address, as they appear on the Corporation's books, of the
stockholder making the nomination, (d) the class and number of
shares of the Corporation's stock beneficially owned by the
stockholder, and (e) any material interest of the stockholder in
the proposed nomination.
Notwithstanding compliance with this Section 1.7, the chairman of
a meeting of stockholders may rule out of order any business
brought before the meeting that is not a proper matter for
stockholder consideration. This Section 1.7 shall not limit the
right of stockholders to speak at meetings of stockholders
-2-
<PAGE>
on matters germane to the Corporation's business, subject to any
rules for the orderly conduct of the meeting imposed by the
Chairman of the meeting. The Corporation shall not have any
obligation to communicate with stockholders regarding any business
or Director nomination submitted by a stockholder in accordance
with this Section 1.7 unless otherwise required by law.
1.8 Inspectors. An appropriate number of inspectors for any
----------
meeting of stockholders may be appointed by the chairman of such
meeting. Inspectors so appointed will open and close the polls,
will receive and take charge of proxies and ballots, and will
decide all questions as to the qualifications of voters, validity
of proxies and ballots, and the number of votes properly cast.
Article II
Board Of Directors
2.1 General Powers. The business and affairs of the
--------------
Corporation shall be managed by the Board of Directors and, except
as otherwise expressly pro-vided by law, in accordance with the
Articles of Incorporation or these Bylaws.
2.2 Number of Directors. The Board of Directors shall
-------------------
consist of not less than five nor more than twenty-six Directors,
the exact number to be designated by the Board.
2.3 Quorum. A majority of the number of Directors pursuant
------
to these Bylaws at the time of the meeting, shall constitute a
quorum for the transac-tion of business. The act of a majority of
Directors present at a meeting at which a quorum is present shall
be the act of the Board of Directors. Less than a quorum may
adjourn any meeting.
2.4 Meetings of the Board.
---------------------
(a) Place of Meetings. Meetings of the Board of Directors
-----------------
shall be held at such place and at such time, either within or
without the State of Virginia as may be designated by the Board, or
upon call of the Chairman of the Board or the President.
(b) Organizational Meeting. An organizational meeting shall
----------------------
be held as soon as practicable after the adjournment of the annual
meeting of stock-holders at which the Board of Directors is
elected, for the purpose of electing officers, appointing
committees for the ensuing year, and for transacting such other
business as may properly come before the meeting.
(c) Regular Meetings. Regular meetings of the Board of
----------------
Directors may be held at such time and place as the Board may
designate, and no notice thereof need be given.
(d) Special Meetings. Special meetings of the Board of
----------------
Directors may be held at any time or place upon the call of the
Chairman of the Board or the President, or any three members of the
Board.
-3-
<PAGE>
Notice of each such meeting shall be given to each Director by mail
at his business or residence address at least forty-eight hours
before the meeting, or by telephoning or telegraphing notice to him
at least twenty-fours hours before the meeting. Meetings may be
held at any time without notice if all of the Directors are
present, or if those not present waive notice in writing either
before or after the meeting. The notice of meetings of the Board
need not state the purpose of the meeting.
(e) Conduct of Meetings. At each meeting of the Board of
-------------------
Directors, the Chairman of the Board, the President, or a Vice
Chairman of the Board shall act as chairman and preside. In their
absence, the Chairman of the Board may designate another officer of
the Corporation who need not be a Director, to preside. The
Secretary of the Corporation or an Assistant Secretary, or in their
absence, a person whom the chairman of such meeting shall appoint,
shall act as secretary of such meeting.
Any action required or permitted to be taken by the Board may be
taken without a meeting if all Directors consent in writing to the
adoption of a resolution authorizing the action. The resolution
and the written consents of the directors shall be filed with the
minutes of the proceedings of the Board meeting.
2.5 Compensation. Directors, and members of any committee of
------------
the Board who are not officers of the Corporation or subsidiaries
thereof, shall be paid such compensation as the Board of Directors
from time to time may determine for his services as Director, or as
chairman or a member of any committee of the Board, and shall, in
addition, be reimbursed for such expenses as shall be incurred by
him in the performance of his duties. Nothing herein shall pre-
clude Directors, and members of any committee of the Board from
serving the Corporation in other capacities and receiving
compensation therefor.
2.6 Eligibility. No person shall be eligible to serve as a
-----------
Director unless, when his term commences, he is not less than
twenty-one years of age nor more than seventy years of age. No
Director shall be eligible for reelection after he has attained the
age of 70 or after his separation from the business or professional
organization with which he was primarily associated at the time he
first became a Director, unless elected after becoming associated
with another business or professional organization. Except for the
Chief Executive Officer, no Director who is an officer of the
Corporation or any subsidiary shall be eligible for reelection
after he has retired.
Article III
Committees
3.1 Standing Committees.
-------------------
(a) Number. There shall be three standing committees of the
------
Board of Directors which shall be comprised only of Directors. The
standing committees are as follows: Executive, Audit, and Human
Resources and Compensation. In order to broaden the experience of
Directors, it shall be the policy of the Corporation to seek
rotation among Directors as members of various committees.
-4-
<PAGE>
At the first meeting of the Board of Directors after the annual
meeting of the stockholders, the Chairman of the Board shall
recommend the membership of each committee and the Board shall
elect the membership of each committee, who shall serve at the
pleasure of the Board.
(b) Quorum. A majority of the number of members of any
------
standing committee shall constitute a quorum for the transaction of
business. The action of a majority of members present at a
committee meeting at which a quorum is present shall constitute the
act of the committee.
(c) Conduct of Meetings. Any action required or permitted to
-------------------
be taken by the committee may be taken without a meeting if all
members of the commit-tee consent in writing to the adoption of a
resolution authorizing the action. The resolution and written
consents of the members shall be filed with the minutes of the
proceedings of the committee.
(d) Meetings and Minutes. Subject to the foregoing, and
--------------------
unless the Board shall otherwise decide, each committee shall fix
its rules of procedure, determine its action and fix the time and
place of its meetings. Special meetings of a committee may be held
at anytime upon the call of the Chairman of the Board, the chairman
of the committee, or any two members of the commit-tee. Each
committee shall keep minutes of all meetings which shall be at all
times available to Directors. Action taken by a committee shall be
reported promptly to the Board but not less frequently than
quarterly.
(e) Term of Office. A member of any standing committee shall
--------------
hold office until the next organizational meeting of the Board of
Directors or until he is removed or ceases to be a Director.
(f) Vacancies. Should a vacancy occur on any standing
---------
committee resulting from any cause whatsoever, the Board, by
resolution, may fill such vacancy at any time.
(g) Resignation and Removal. A member of a standing
-----------------------
committee may resign at any time by giving written notice of his
intention to do so to the Chairman of the Board or the Secretary of
the Corporation, and may be removed at any time by the Board of
Directors.
3.2 Executive Committee.
-------------------
(a) How Constituted. The Executive Committee shall consist
---------------
of not less than five nor more than nine Directors, including the
Chairman of the Board, who shall be Chairman of the Committee, and
the President. If the Chairman of the Board will not be present at
a meeting, the President shall preside, and if the President will
not be present, the Chairman may designate another officer of the
Corporation, who need not be a member of the Committee or a
Director, to preside at the meeting.
(b) Primary Responsibilities. The primary responsibilities
------------------------
of the Executive Committee shall consist of: exercise of all
powers of the Board of Directors between meetings of the Board
except as to matters exclusively reserved to the Board under law;
annual review of management's financial goals and business plan;
service as the Board's steering committee on capital, liquidity,
asset/liability and credit issues, as well as the Board's advisor
on mergers and acquisitions and corporate structure matters; review
of loan
-5-
<PAGE>
policy and procedure, the quarterly classification of loans and the
adequacy of the allowance for loan loss reserves; review and
recommendation to the Board of the annual capital budget and
authorization of capital expenditures within a level established by
the Board; supervision over the exercise of fiduciary powers;
oversight over the Corporation's contributions policy, approval of
the annual contributions budget and authorization or recommen-
dation to the Board of larger individual contributions as specified
by the Board; joint consultation with the Human Resources and
Compensation Committee and recommendation to the Board of any
titling changes and management succession involving the top five
officers of the Corporation; and evaluation and recommendation to
the Board of nominees for election as Directors.
3.3 Audit Committee.
---------------
(a) How Constituted. The Audit Committee shall consist of
---------------
not less than five nor more than nine Directors, none of whom shall
be officers of the Corporation or any subsidiary thereof. The
Chairman of the Committee shall be appointed by the Board of
Directors upon recommendation of the Chairman of the Board. If the
Chairman of the Committee will not be present at a meeting, he may
designate any member of the Committee to preside at the meeting.
(b) Primary Responsibilities. The primary responsibilities
------------------------
of the Audit Committee shall consist of: recommendation of the
selection of independent accountants and auditors; review of the
scope of the accountant's examination and approval of any non-audit
services to be performed by the independent accountants; review of
examination reports by the independent accountants and regulatory
agencies; approval of, and review of the results of, the internal
audit plan; review of the procedures for establishing the allowance
for loan losses and monitoring of the credit process review
function; review of Crestar's Community Reinvestment Act policy,
plans and performance; review of internal programs to assure
compliance with laws and regulations and the adequacy of internal
controls; review of the adequacy of insurance coverage; and review
of compliance with the Standards of Conduct.
3.4 Human Resources and Compensation Committee.
------------------------------------------
(a) How Constituted. The Human Resources and Compensation
---------------
Committee shall consist of not less than five nor more than eight
Directors none of whom shall be officers of the Corporation or any
subsidiary thereof. The Chairman of the Committee shall be
appointed by the Board of Directors upon recommendation of the
Chairman of the Board. If the Chairman of the Committee will not
be present at the meeting, he may designate any member of the
Committee to preside at the meeting.
(b) Primary Responsibilities. The primary responsibilities
------------------------
of the Human Resources and Compensation Committee shall consist of:
review and approval of major compensation policies; determination
of appropriate performance targets under the Corporation's benefit
plans; recommendation to the Board of salaries, and approval of
other compensation to be paid or awarded to the highest level and
most highly paid officers; recommendation of officers requiring
Board approval and joint consultation with the Executive Committee
to the Board and recommendation of any titling changes and
management succession involving the top five officers of the
Corporation; review of other matters pertaining to management
structure, succession planning and executive development; review
and recommendation for Board approval of new and
-6-
<PAGE>
significant changes to qualified and nonqualified benefit plans;
and recommendation for Board approval of appropriate changes in
Director compensation.
3.5 Other Committees. The Board of Directors may, by
----------------
resolution establish such other committees of the Board as it may
deem advisable. The members, terms and authority of such
committees shall be set forth in the resolutions.
The Chairman of the Board may establish such other committees of
the Board of Directors as he deems advisable, and may appoint the
members of such commit-tees. Any such committees shall have the
authority to consider, review, advise and recommend to the Chairman
of the Board with respect to such matters as may be referred to it
by the Chairman of the Board, but shall have no authority to act
for the Corporation except with the prior approval of the Board of
Directors.
Article IV
Officers
4.1 Number and Manner of Election or Appointment. The
--------------------------------------------
officers of the Corporation shall be:
(a) The Chairman of the Board, the President, one or more
Vice Chairmen of the Board, a Secretary, a Treasurer, an Auditor,
one or more Regional Presidents, and one or more corporate
Executive Vice Presidents, each of whom shall be elected by the
Board.
(b) Such other officers as the Chairman of the Board or
President may deem necessary, each of whom shall be appointed by
the Chairman of the Board or President or a Vice Chairman.
One person may hold more than one office except that the offices of
the President and Secretary may not be held by the same person.
4.2 Term of Office. The officers designated in Section
--------------
4.1(a) shall be elected annually by the Board at its organizational
meeting. Such officers shall each hold office until the next
organizational meeting of the Board and until their successors are
elected.
The officers designated in Section 4.1(b) may be appointed at any
time by the Chairman of the Board, the President or a Vice
Chairman.
4.3 Removal. Any officer may be removed from office, with or
-------
without cause, at any time, by the Board of Directors. Any officer
appointed by the Chairman of the Board, the President or a Vice
Chairman may be removed from office by him with or without cause at
any time.
-7-
<PAGE>
4.4 Resignations. Any officer may resign at any time by
------------
giving written notice to the Board, Human Resources and
Compensation, Chairman of the Board, President, or the Secretary.
Such resignation shall be effective on the date of receipt of such
notice or any later date specified therein, and unless otherwise
specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
4.5 Vacancies, New Offices and Promotions. A vacancy from
-------------------------------------
any cause in any office may be filled at any time for the unexpired
portion of the term, in the manner prescribed in these Bylaws for
regular election to such office. New offices may be created and
filled, and the promotions and changes in officers' titles may be
made at any time in the manner prescribed in these Bylaws for
regular election to such office.
4.6 Chairman of the Board. The Chairman of the Board shall
---------------------
be the Chief Executive Officer and shall have general supervision
of the policies and operations of the Corporation, and subject to
the direction and control of the Board. He shall preside at all
meetings of the stockholders, the Board of Directors and the
Executive Committee. He shall have the power to sign checks,
orders, contracts, leases, notes, drafts and other documents and
instruments in connection with the business of the Corporation, and
have such other powers and perform such other duties as shall be
designated by the Board of Directors or as may be incidental to his
office. The Chairman of the Board shall have the authority to
appoint officers of the Corporation below the rank of Executive
Vice President.
4.7 President. The President shall participate in the
---------
supervision of the policies and management of the Corporation, and
may, if so designated by the Board of Directors, be the chief
administrative officer of the Corpora-tion. He shall perform all
duties incidental to the office of President and shall perform such
other duties as may be assigned to him from time to time by the
Board of Directors or the Chairman of the Board. In the absence of
the Chairman of the Board, he shall preside at meetings of
stockholders, the Board of Directors and the Executive Committee.
He shall have the same power to sign for the Corporation and to
appoint officers as prescribed in these Bylaws for the Chairman of
the Board.
4.8 Vice Chairman of the Board of Directors. A Vice Chairman
---------------------------------------
of the Board shall participate in the supervision of the policies
and operations of the Corporation, and shall have such other duties
as may be assigned to him from time to time by the Board of
Directors or the Chairman of the Board. In the absence of the
Chairman of the Board and the President, a Vice Chairman, as
designated by the Chairman of the Board shall preside at meetings
of the stockholders and the Board of Directors. A Vice Chairman
shall have the authority to appoint officers of the Corporation
below the rank of Executive Vice President.
4.9 Secretary. The Secretary shall: a) keep the minutes of
---------
all meetings of the Stockholders, the Board of Directors, the
Executive Committee, and such other Committees as the Board may
designate; b) see that all notices of such meetings are given in
accordance with these Bylaws or as required by law; c) be custodian
of the seal to any documents requiring such seal and to attest the
same; d) sign, with the Chief Executive Officer, certificates for
shares of the Corporation, the issuance of which shall have been
authorized by resolution of the Board of Directors; and e) in
general perform all duties
-8-
<PAGE>
incident to the office of Secretary and such other duties as from
time to time may be assigned to him by the Board of Directors or
the Chief Executive Officer. In the absence of the Secretary, an
Assistant Secretary shall act in his stead.
4.10 Treasurer. The Treasurer shall perform such duties with
---------
respect to securities and funds of the Bank as may be prescribed by
the Board of Directors or the Chief Executive Officer, and such
other duties as may be incidental to the office of Treasurer.
4.11 Auditor. The Auditor shall have general supervision over
-------
the internal audit of the Corporation and its subsidiaries. He
shall be responsible to the Board of Directors, through the Audit
Committee, for independently evaluating the adequacy,
effectiveness, and efficiency of the Corporation's systems of
internal control and of employee compliance therewith. He shall
have the duty of reporting his findings and recommenda-tions to the
Audit Committee at least quarterly on any matters concerning the
Corporation, except those with respect to credit quality,
responsibility for which has been vested in the officer in charge
of credit administration. Should the Auditor deem any matter to be
of special importance or his independence to be in jeopardy, he
shall report immediately to the Chairman of the Audit Committee or,
in his absence, any member of the Committee. The Auditor shall
have such other duties and perform such special audits and
examinations as may be prescribed from time to time by the Audit
Committee or the Board of Directors. For administrative purposes,
the Auditor shall be accountable to the Chief Executive Officer.
4.12 Powers and Duties of Other Officers. The powers and
-----------------------------------
duties of all other officers of the Corporation shall be those
usually pertaining to their respective offices, subject to the
direction and control of the Board of Directors and as otherwise
provided in these Bylaws, or as prescribed by the Chief Executive
Officer.
4.13 Deposit Accounts. The President, the Executive Vice
----------------
President - Investment Bank, the Executive Vice President,
Controller and Treasurer, the Managing Director - Asset/Liability
Management Division, and the Managing Director - Funds Management
Division are individually authorized and empowered to open and
maintain in the name of the Corporation one or more deposit
accounts at other financial institutions. The aforementioned
officers shall designate the personnel authorized to sign for and
transact business in such accounts and may agree to any terms
governing such accounts. Any resolutions required of this
Corporation in connection with such accounts may be certified by
the Secretary as if specifically adopted by the Board of Directors.
4.14 Securities Accounts. The President, the Executive Vice
-------------------
President -Investment Bank, the Managing Director - Asset/Liability
Management Division, and the Managing Director - Funds Management
Division are individually authorized and empowered to open and
maintain in the name of the Corporation one or more securities
accounts for the purpose of purchasing, selling, reselling,
borrowing, lending, and otherwise dealing in money market
instruments and securities of any and every kind, including
agreements or contracts for their repurchase or future delivery,
with banks, brokers, dealers, securities firms, or other
organizations, and to issue written, telephonic, telegraphic, or
verbal orders or instructions for transactions to be carried out in
such accounts. The aforementioned officers shall designate
-9-
<PAGE>
the personnel authorized to sign for and transact business in such
accounts and may agree to any terms governing such accounts. Any
resolutions required of this Corporation in connection with such
accounts may be certified by the Secretary as if specifically
adopted by the Board of Directors.
Article V
Capital Stock
5.1 Certificates. The shares of capital stock of the
------------
Corporation shall be evidenced by certificates in forms prescribed
by the Board of Directors and executed in any manner permitted by
law and stating thereon the information required by law. Transfer
agents and/or registrars for one or more classes of the stock of
the Corporation may be appointed by the Board of Directors and may
be required to countersign certificates representing stock of such
class or classes. If any officer whose signature or facsimile
thereof shall have been used on a stock certificate shall for any
reason cease to be an officer of the Corporation and such
certificate shall not then have been delivered by the Corporation
the Board of Directors may nevertheless adopt such certificate and
it may then be issued and delivered as though such person had not
ceased to be an officer of the Corporation.
5.2 Lost, Destroyed and Mutilated Certificates. Holders of
------------------------------------------
the stock of the Corporation shall immediately notify the
Corporation of any loss, destruction of mutilation of the
certificate therefor, and the Board of Directors or the Executive
Committee may cause one or more new certificates for the same
number of shares in the aggregate to be issued to such stock-holder
upon the surrender of the mutilated certificate or upon
satisfactory proof of such loss or destruction, and the deposit of
a bond in such form and amount and wish such surety as the Board of
Directors may require.
5.3 Transfer of Stock. The stock of the Corporation shall be
-----------------
transferable or assignable only on the books of the Corporation by
the holders in person or by attorney on surrender of the
Certificate for such shares duly endorsed and, if sought to be
transferred by attorney, accompanied by a written power of attorney
to have the same transferred on the books of the Corporation. The
Corporation shall recognize, however, the exclusive right of the
person registered on its books as the owner of shares to receive
dividends and to vote as such owner. To the extent that any
provision of the Rights Agreement between the Corporation and
Mellon Bank, N.A., as Rights Agent, dated as of June 23, 1989, is
deemed to constitute a restriction on the transfer of any
securities of the Corporation, including, without limitation, the
Rights, as defined therein, such restriction is hereby authorized
by the Bylaws of the Corporation.
5.4 Closing of Transfer Books and Fixing Record Date. For
------------------------------------------------
the purpose of determining stockholders entitled to notice of or to
vote at any meeting of stockholders or any adjournment thereof, or
entitled to receive payment of any dividend, or in order to make a
determination of stockholders for any other proper purpose, the
Board of Directors may provide that the stock transfer books shall
be closed for a stated period but not to exceed in any case,
seventy days. In lieu of closing the stock transfer books, the
Board of Directors may fix in advance a date as the record date for
any such determina-tion of stockholders, such date in any case to
be not more than seventy days prior to the date on date which the
particular action, requiring such deter-
-10-
<PAGE>
mination of stockholders, is to be taken. If the stock transfer
books are not closed and no record date is fixed for the
determination of stockholders entitled to notice of or to vote at
a meeting of stockholders, or stockholders entitled to receive
payment of a dividend, the date on which notices of the meeting are
mailed or the date on which the resolution of the Board of
Directors declaring such dividend is adopted, as the case may be,
shall be the record date for such determination of stockholders.
When determination of stockholders entitled to vote at any meeting
of stockholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.
Article VI
Miscellaneous Provisions
6.1 Seal. The corporate seal of the Corporation shall
----
consist of a flat-faced circular die, on which there shall be
engraved the Crestar logogram and the name of the Corporation. Any
officer of the Corporation designated in writing by the Chief
Executive Officer, the President or Secretary shall have authority
to affix and attest the seal. Failure to use the corporate seal
shall not affect the validity of any instrument.
6.2 Voting of Stock Held. Unless otherwise provided by
--------------------
resolution of the Board of Directors or of the Executive Committee,
the Chairman of the Board, the President, or any Executive or
Senior Vice President may from time to time appoint an attorney or
attorneys or agent or agents of this Corpora-tion, in the name and
on behalf of this Corporation, to cast the vote which this
Corporation may be entitled to cast as a stockholder or otherwise
in any other corporation, any of whose stock or securities may be
held by this Corporation, at meetings of the holders of the stock
or other securities of such other corporation, or to consent in
writing to any action by any such other corporation. Such officer
shall instruct the person or persons so appointed as to the manner
of casting such votes or giving such consent and may execute or
cause to be executed on behalf of this Corporation such written
proxies, consents, waivers or other instruments as may be necessary
or proper. In lieu of an appointment of an attorney or agent, the
officer may himself attend any meetings of the holders of stock or
other securities of any such other corporation and there vote or
exercise any or all power of this Corporation as the holder of such
stock or other securities of such other corporation.
6.3 Fiscal Year. The fiscal year of the Corporation shall be
-----------
the calendar year.
6.4 Checks, Notes and Drafts. Checks, notes, drafts and
------------------------
other orders for the payment of money shall be signed by such
persons as the Board of Directors from time to time may authorize.
When the Board of Directors so authorizes, however, the signature
of any such person may be a facsimile.
-11-
<PAGE>
Article VII
Emergency Bylaws
7.1 The Emergency Bylaws provided in this Article VII shall
be operative during any emergency resulting from an attack of the
United States or any nuclear or atomic disaster, notwithstanding
any different provision in the preceding articles of the Bylaws or
in the Articles of Incorporation of the Corporation or in the
Virginia Stock Corporation Act (other than those provi-sions
relating to emergency bylaws). To the extent not inconsistent with
these Emergency Bylaws, the Bylaws provided in the preceding
articles shall remain in effect during such emergency and upon the
termination of such emergency the Emergency Bylaws shall cease to
be operative unless and until another such emergency shall occur.
During any such emergency:
(a) Any meeting of the Board of Directors may be called by
any officer of the Corporation or by any Director. The notice
thereof shall specify the time and place of the meeting. To the
extent feasible, notice shall be given only to such of the
Directors as it may be feasible to reach at the time, by such means
as may be feasible at the time, including publication or radio, and
at a time less than twenty-four hours before the meeting if deemed
necessary by the person giving notice. Notice shall be similarly
given, to the extent feasible, to the other persons referred to in
(b) below.
(b) At any meeting of the Board of Directors, a quorum shall
consist of a majority of the number of Directors fixed at the time
in accordance with Article II of the Bylaws. If the Directors
present at any particular meeting shall be fewer than the number
required for such quorum, other persons present may be included in
the number necessary to make up such quorum, and shall be deemed
Directors for such particular meeting as determined by the
following provisions and in the following order of priority:
(i) Officers designated in Section 4.1(a) of the Bylaws,
Executive Vice Presidents not already serving as Directors, in the
order of their seniority of first election to such offices, or if
two or more shall have been first elected to such offices on the
same day, in the order of their seniority in age;
(ii) All other officers of the Corporation in the order
of their seniority of first election to such offices, or if two or
more shall have been first elected to such offices on the same day,
in order of their seniority in age; and
(iii) Any other persons that are designated on a list
that shall have been approved by the Board of Directors before the
emergency, such persons to be taken in such order of priority and
subject to such conditions as may be provided in the resolution
approving the list.
(c) The Board of Directors, during as well as before any such
emergency, may provide, and from time to time modify, lines of
succession in the event that during such an emergency any or all
officers or agents of the Corporation shall for any reason be
rendered incapable of discharging their duties.
-12-
<PAGE>
(d) The Board of Directors, during as well as before any such
emergency, may provide, and from time to time change the principal
office, or designate several alternative offices, or authorize the
officers to do so.
No officer, Director or employee acting in accordance with these
Emergency Bylaws shall be liable except for willful misconduct.
These Emergency Bylaws shall be subject to repeal or change by
further action of the Board of Directors or by action of the
stockholders, except that no such repeal or change shall modify the
provisions of the next preceding paragraph with regard to action or
inaction prior to the time of such repeal or change. Any such
amendment of these Emergency Bylaws may make any further or
different provision that may be practical and necessary for the
circumstances of the emergency.
Article VIII
Indemnification Of Directors And Officers
8.1 A. To the full extent that the Virginia Stock
Corporation Act, as it exists on the date hereof or may hereafter
be amended, permits the limita-tion or elimination of the liability
of directors or officers, a Director or officer of the Corporation
shall not be liable to the Corporation or its stockholders for
monetary damages.
B. To the full extent permitted and in the manner prescribed
by the Virginia Stock Bank Act and any other applicable law, the
Corporation shall indemnify a Director or officer of the
Corporation who is or was a party to any proceeding by reason of
the fact that he is or was such a Director or officer 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, employee benefit plan or other enterprise. The
Board of Directors is hereby empowered, by majority vote of a
quorum of disinterested Directors, to contract in advance to
indemnify any Director or officer.
C. The Board of Directors is hereby empowered, by majority
vote of a quorum of disinterested Directors, to cause the
Corporation to indemnify or contract in advance to indemnify any
person not specified in Section B of this Article who was or is a
party to any proceeding, by reason of the fact that he is or was an
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 anoth-er corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, to the same extent as if
such person were specified as one to whom indemnification is
granted in Section B.
D. The Corporation may purchase and maintain insurance to
indemnify it against the whole or any portion of the liability
assumed by it in accordance with this Article and may also procure
insurance, in such amounts as the Board of Directors may determine,
on behalf of any person who 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 anoth-
er corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, against any liability asserted against or
incurred by such person in any such capacity or arising from his
status as such, whether or not
-13-
<PAGE>
the Corporation would have power to indemnify him against such
liability under the provisions of this Article.
E. In the event there has been a change in the composition of
a majority of the Board of Directors after the date of the alleged
act or omission with respect to which indemnification is claimed,
any determination as to indemnification and advancement of expenses
with respect to any claim for indemnification made pursuant to
Section A of this Article VIII shall be made by special legal
counsel agreed upon by the Board of Directors and the proposed
indemnitee. If the Board of Directors and the proposed indemnitee
are unable to agree upon such special legal counsel, the Board of
Directors and the proposed indemnitee each shall select a nominee,
and the nominees shall select such special legal counsel.
F. The provisions of this Article VIII shall be applicable to
all actions, claims, suits or proceedings commenced after the
adoption hereof, whether arising from any action taken or failure
to act before or after such adoption. No amendment, modification
or repeal of this Article shall diminish the rights provided hereby
or diminish the right to indemnification with respect to any claim,
issue or matter in any then pending or subsequent proceeding that
is based in any material respect on any alleged action or failure
to act prior to such amendment, modification or repeal.
G. Reference herein to Directors, officers, employees or
agents shall include Area Board Directors, former Directors,
officers, employees and agents and their respective heirs,
executors and administrators.
Article IX
Amendments
9.1 These Bylaws may be amended, altered, or repealed at any
meeting of the Board of Directors by affirmative vote of a majority
of the number of Directors fixed by resolution of the Board
pursuant to these Bylaws. The stockholders entitled to vote in an
election of Directors, however, shall have the power to rescind,
alter, amend or repeal any Bylaws and to enact Bylaws which, if
expressly so provided, may not be amended, altered or repealed by
the Board of Directors.
-14-
<PAGE>
EXHIBIT 10(d)
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1990
TABLE OF CONTENTS
Section Page
- ------- ----
INTRODUCTION .................................................... Introduction-1
ARTICLE 1 -- GENERAL ....................................................... 1-1
1.01. Plan Creates No Separate Rights ..................................... 1-1
(a) Rights only by statute ........................................ 1-1
(b) Employment modification ....................................... 1-1
(c) Trust Agreement, Plan Contract control ........................ 1-2
1.02. Delegation of Authority ............................................. 1-2
(a) Primary Employer. The Primary Employer's acts
may be accomplished by the Primary Employer's
Designee (without further authorization than this
Plan subsection) or by any other person with
authorization from the Primary Employer's Board.
(b) Sponsor ....................................................... 1-2
(c) Other Employers ............................................... 1-2
(d) Administrator's Rules ......................................... 1-2
1.03. Limitation of Liability ............................................. 1-3
(a) Section governs ............................................... 1-3
(b) Individual liability .......................................... 1-3
(c) Co-Fiduciary liability ........................................ 1-3
(e) Allocating and delegating ..................................... 1-4
(f) Release ....................................................... 1-4
1.04. Legal Action ........................................................ 1-4
1.05. Benefits Supported Only by Plan Assets and Sponsor .................. 1-5
1.06. Administration Standards ............................................ 1-5
i
<PAGE>
Section Page
- ------- ----
1.07. Primary Employer and Other Employers ................................ 1-5
(a) Primary Employer .............................................. 1-5
(b) Sponsors, Employers ........................................... 1-5
1.08. Method of Participation ............................................. 1-6
1.09. Withdrawal by Employer .............................................. 1-6
1.10. Tax Year ............................................................ 1-6
1.11. Suspension Periods .................................................. 1-7
ARTICLE 2 -- PARTICIPATION ................................................. 2-1
2.01. Conditions of Participation ......................................... 2-1
(a) Special participation rule .................................... 2-1
(b) Beginning participation ....................................... 2-1
2.02. Employment and Eligibility Status Changes ........................... 2-2
(a) Changing to non-Covered Employee .............................. 2-2
(b) Changing to Covered Employee .................................. 2-2
2.03. Renewed Participation ............................................... 2-2
2.04. Determination of Eligibility ........................................ 2-2
2.05. Enrollment .......................................................... 2-3
(a) Application ................................................... 2-3
(b) Acknowledgement ............................................... 2-3
2.06. Certification of Participation ...................................... 2-3
2.07. Suspension Periods .................................................. 2-3
ii
<PAGE>
Section Page
- ------- ----
ARTICLE 3 -- CONTRIBUTIONS ................................................. 3-1
3.01. Suspension Periods .................................................. 3-1
3.02. General Provisions on Employer Contributions ........................ 3-1
(a) Section is primary ............................................ 3-1
(b) Qualification intended ........................................ 3-1
(c) Questioned qualification ...................................... 3-2
(d) Mistake of fact ............................................... 3-2
(e) Exclusive purpose ............................................. 3-2
(f) Determining contributions ..................................... 3-3
(g) Contributing .................................................. 3-3
(h) Cash or property .............................................. 3-3
(i) Administrator's discretion .................................... 3-3
(j) Administrator's Rules ......................................... 3-3
3.03. General Provisions on Participant-owner and Beneficiary-
owner Contributions ................................................. 3-4
(a) Section is primary ............................................ 3-4
(b) Payroll deduction ............................................. 3-4
(c) Not payroll deduction ......................................... 3-5
(d) Non-cash contributions allowed ................................ 3-5
(e) Contributions Nonforfeitable .................................. 3-5
(f) Time for contributions ........................................ 3-5
(g) Transfers by Employers ........................................ 3-5
(h) Transfers by Administrator .................................... 3-6
(i) Payment determines time of Earned Benefit ..................... 3-6
(j) Mandatory Contributions ....................................... 3-6
(k) Voluntary Contributions ....................................... 3-6
3.04. Cash and Non-cash Contributions ..................................... 3-7
(a) Non-cash contributions allowed ................................ 3-7
(b) Value of non-cash contributions ............................... 3-7
3.05. Basic Contribution .................................................. 3-7
(a) General ....................................................... 3-7
iii
<PAGE>
Section Page
- ------- ----
(b) Borrowing offset .............................................. 3-9
(c) Source of Basic Contribution .................................. 3-9
3.06. Transfers ........................................................... 3-9
3.07. Additional Contribution ............................................ 3-10
3.08. Division of Cost of Plan Contract .................................. 3-10
(a) General ...................................................... 3-10
(b) Participant-owner's or Beneficiary-owner's cost .............. 3-11
(c) Employer's cost .............................................. 3-12
ARTICLE 4 -- BENEFIT ENTITLEMENT ........................................... 4-1
4.01. Benefits Provided ................................................... 4-1
(a) General ....................................................... 4-1
(b) Division of ownership interest in Plan Contract ............... 4-1
4.02. Loss of Benefits .................................................... 4-9
(a) Failure to pay Mandatory Contribution ......................... 4-9
(b) Failure to pay Basic Contribution ............................ 4-10
(c) Plan termination or end of participationn .................... 4-11
4.03. Suspension Periods ................................................. 4-11
4.04. General Allocation Rules and Limitations ........................... 4-12
(a) General limits ............................................... 4-12
(b) Deductibility limitation ..................................... 4-12
(c) Unallocated assets ........................................... 4-12
(d) Non-cash contributions ....................................... 4-13
(e) Maximum Annual Addition limitations .......................... 4-13
(f) Special Annual Addition allowances and limitations ........... 4-14
(g) Limitation related to excise taxes ........................... 4-14
(h) The Excess-addition Suspense Account ......................... 4-14
iv
<PAGE>
Section Page
- ------- ----
4.05. Accounts ........................................................... 4-15
(a) Suspense Accounts ............................................ 4-15
(b) Named Accounts generally ..................................... 4-17
(c) Plan Liability Accounts ...................................... 4-17
(d) Employer Contribution Accounts ............................... 4-18
(e) Accounts that make up Employer Contribution
Account ...................................................... 4-18
4.06. Formula Allocations ................................................ 4-19
(a) General ...................................................... 4-19
(b) Program of Allocations ....................................... 4-20
(c) Notices required ............................................. 4-20
4.07. Basic Contribution Allocations ..................................... 4-20
(a) Formula allocations .......................................... 4-20
(b) Primary Employer's Designee designation ...................... 4-21
(c) Failure to designate ......................................... 4-21
4.08. Matching Contribution Allocations .................................. 4-22
(a) Formula allocations .......................................... 4-22
(b) Primary Employer's Designee's designation .................... 4-22
(c) Failure to designate ......................................... 4-22
4.09. Employee After-tax Contribution Allocations ........................ 4-23
4.10. Allocations from Employer-designated Suspense Account .............. 4-24
(a) Formula allocations .......................................... 4-24
(b) Primary Employer's Designee's designation .................... 4-24
(c) Failure to designate ......................................... 4-25
4.11. Allocations from Income Suspense Account ........................... 4-25
(a) Formula allocations .......................................... 4-25
(b) Primary Employer's Designee's designation .................... 4-25
(c) Failure to designate ......................................... 4-26
v
<PAGE>
Section Page
- ------- ----
ARTICLE 5 -- VESTING ....................................................... 5-1
5.01. Suspension Periods .................................................. 5-1
5.02. Nonforfeitable Earned Benefits ...................................... 5-1
(a) Nonforfeitable ................................................ 5-1
(b) Full and partial .............................................. 5-1
(c) No reduction or expiration acceleration ....................... 5-2
(d) Not unconditional ............................................. 5-2
(e) Nonforfeitable Accounts ....................................... 5-2
(f) Full vesting .................................................. 5-3
(g) Nullifying Plan provisions .................................... 5-3
5.03. Vesting Credits ..................................................... 5-3
(a) One Vesting Credit ............................................ 5-3
(b) Exceptions .................................................... 5-4
(c) Non-covered work credited ..................................... 5-6
5.04. Forfeitable Earned Benefits ......................................... 5-6
5.05. Forfeitures ......................................................... 5-6
(a) Basic rules governing time of Forfeiture ...................... 5-6
(b) Time of distributions in relationship to time of
Forfeiture .................................................... 5-7
(c) Allocation of Forfeitures ..................................... 5-7
ARTICLE 6 -- DISTRIBUTIONS ................................................. 6-1
6.01. General Provisions on Benefits, Distributions, Transfers ............ 6-1
(a) Suspension Periods ............................................ 6-1
(b) Article controls .............................................. 6-1
(c) Administrator authority and discretion ........................ 6-1
(d) Discharge of liability ........................................ 6-2
(e) Plan termination distributions ................................ 6-2
vi
<PAGE>
Section Page
- ------- ----
(f) Special distributions allowed ................................. 6-3
(g) Unclaimed benefits ............................................ 6-3
(h) Recapture of payments ......................................... 6-3
(i) Garnishments .................................................. 6-4
(j) Distributions to minors and incompetents ...................... 6-4
6.02. Claims .............................................................. 6-5
(a) Distributions without claims .................................. 6-5
(b) Claims to Administrator ....................................... 6-5
(c) Administrator's response ...................................... 6-5
(d) Denied claims ................................................. 6-5
6.03. Review of Claims .................................................... 6-6
(a) Administrator's review ........................................ 6-6
(b) Possible hearing .............................................. 6-6
(c) Review decision time limit .................................... 6-6
(d) Allowances if a committee reviews ............................. 6-7
(e) Determination final ........................................... 6-7
6.04. Administrator-directed Roll-out ..................................... 6-8
6.05. Cancellation or Surrender of Plan Contract .......................... 6-8
ARTICLE 7 -- BENEFICIARIES ................................................. 7-1
7.01. Conditions of Eligibility ........................................... 7-1
7.02. Beneficiary Payments ................................................ 7-1
(a) Beneficiary entitlement ....................................... 7-1
(b) Beneficiary designation ....................................... 7-1
(c) Proof of death ................................................ 7-2
7.03. Beneficiary-owners .................................................. 7-2
vii
<PAGE>
Section Page
- ------- ----
ARTICLE 8 -- AMENDMENT, TERMINATION, AND
MERGER ..................................................................... 8-1
8.01. Exercise of Powers .................................................. 8-1
(a) Source of powers .............................................. 8-1
(b) Power to amend ................................................ 8-1
(c) General power to amend, terminate, or transfer
assets/liabilities ............................................ 8-3
(d) Sponsor's powers suspended .................................... 8-3
8.02. Amendment ........................................................... 8-3
(a) Sponsor ....................................................... 8-3
(b) No diversion or assignment .................................... 8-4
8.03. Plan Merger or Asset Transfer ....................................... 8-5
(a) No reduction of benefits ...................................... 8-5
(b) Primary Employer's Designee's written directions .............. 8-6
8.04. Discontinuance of Contributions ..................................... 8-6
(a) Employers ..................................................... 8-6
(b) Not a termination ............................................. 8-6
8.05. Termination ......................................................... 8-7
(a) General ....................................................... 8-7
(b) Notice ........................................................ 8-7
(c) Termination as to specific Participants or groups of
Participants .................................................. 8-8
(d) Partial termination ........................................... 8-8
(e) Distributions ................................................. 8-8
(f) No further rights ............................................. 8-9
8.06. Effect of Employer Transactions ..................................... 8-9
8.07. Rules About Entities Exercising Powers ............................. 8-10
(a) Exhibits ..................................................... 8-10
(b) Power to amend ............................................... 8-10
viii
<PAGE>
Section Page
- ------- ----
(c) Power to terminate ........................................... 8-10
(d) Power over mergers ........................................... 8-10
(e) Power over asset or liability transfers ...................... 8-11
(f) Power to delegate ............................................ 8-11
(g) Other powers ................................................. 8-11
(h) Relationship to other Plan provisions ........................ 8-12
(i) Exercise of power ............................................ 8-12
8.08. Trigger Events, Restoration Events, and Consequences ............... 8-12
(a) Application of section ....................................... 8-12
(b) Limitation on amendment and termination rights ............... 8-13
(c) Mergers and asset and liability transfers .................... 8-13
(d) Consent to actions of Administrator .......................... 8-13
(e) Consent to actions of committees ............................. 8-14
(f) Other powers suspended ....................................... 8-14
(g) Restoration events ........................................... 8-14
8.09. Change in Control .................................................. 8-15
ARTICLE 9 -- PLAN CONTRACTS, TRUST FUND, AND
RELATED RULES .............................................................. 9-1
9.01. Suspension Periods .................................................. 9-1
9.02. Plan Contracts, Trust Agreements .................................... 9-1
(a) Plan Contracts ................................................ 9-1
(b) Trust Agreements .............................................. 9-1
9.03. Trust Fund; General Amounts; Segregated Amounts ..................... 9-2
(a) General ....................................................... 9-2
(b) Trusts and accounts ........................................... 9-2
9.04. Valuation of Trust Fund ............................................. 9-3
(a) When section applies .......................................... 9-3
(b) Conclusive .................................................... 9-3
ix
<PAGE>
Section Page
- ------- ----
(c) General Amounts ............................................... 9-3
(d) Segregated Amounts ............................................ 9-3
(e) Adjustments ................................................... 9-3
(f) Participant Contributions ..................................... 9-6
9.05. Directing the Trustee ............................................... 9-6
(a) When section applies .......................................... 9-6
(b) Persons who deal with a Trustee or co-Trustee ................. 9-6
(c) Appraisals .................................................... 9-7
(d) Instructions regarding Employer ERISA Securities .............. 9-7
(e) Compliance with Administrator's and Primary
Employer's Designee's directions .............................. 9-7
(f) Trustee's inability or unwillingness to comply with
directions .................................................... 9-7
9.06. Voting of Shares .................................................... 9-8
(a) When section applies .......................................... 9-8
(b) Trustee's exercise of rights regarding Employer
Securities .................................................... 9-8
(c) Taxation ...................................................... 9-8
(d) Information to Participants ................................... 9-9
ARTICLE 10 -- ADMINISTRATION .............................................. 10-1
10.01. Named Fiduciaries, Allocation of Responsibility .................... 10-1
(a) Suspension Periods ........................................... 10-1
(b) Named Fiduciaries ............................................ 10-1
(c) Multiple-person Fiduciaries .................................. 10-1
(d) Primary Employer ............................................. 10-2
(e) Sponsor ...................................................... 10-2
(f) Trustee ...................................................... 10-2
(g) Administrator ................................................ 10-2
(h) Lack of designation .......................................... 10-3
(i) Allocation of responsibility ................................. 10-3
(j) Separate liability ........................................... 10-3
x
<PAGE>
Section Page
- ------- ----
10.02. Administrator Appointment, Removal, Successors, Except
During a Suspension Period ......................................... 10-4
(a) Application of section ....................................... 10-4
(b) Administrator appointment .................................... 10-4
(c) Administrator resignation, removal ........................... 10-4
(d) Successor Administrator appointment .......................... 10-4
(e) Successor Administrator-member appointment ................... 10-5
(f) Qualification ................................................ 10-5
10.03. Administrator Appointment, Removal, Successors During a
Suspension Period .................................................. 10-5
(a) Application of section ....................................... 10-5
(b) Suspension of Primary Employer's and Primary
Employer's Designee's powers ................................. 10-5
10.04. Operation of Administrator ......................................... 10-5
(a) Records, rules, and guidelines ............................... 10-5
(b) Multiple-person Administrator's acts and decisions ........... 10-6
(c) Delegations by a multiple-person Administrator ............... 10-6
10.05. Other Fiduciary Appointment, Removal, Successors, Except
During a Suspension Period ......................................... 10-7
(a) Application of section ....................................... 10-7
(b) Other Fiduciaries generally .................................. 10-7
(c) Appointment .................................................. 10-7
(d) Resignation, removal ......................................... 10-7
(e) Successor appointment ........................................ 10-8
(f) Qualification ................................................ 10-8
(g) Related parties .............................................. 10-8
10.06. Other Fiduciary Appointment, Removal, Successors During a
Suspension Period .................................................. 10-8
(a) Application of section ....................................... 10-8
(b) Other Fiduciaries generally .................................. 10-8
(c) General ...................................................... 10-9
(d) Suspension of Sponsor's powers ............................... 10-9
xi
<PAGE>
Section Page
- ------- ----
(e) Removal by Administrator ..................................... 10-9
(f) Removal by other Fiduciary ................................... 10-9
(g) Resignation ................................................. 10-10
(h) Successor appointment ....................................... 10-10
(i) Additional Fiduciaries; continuing service .................. 10-10
(j) Qualification ............................................... 10-11
10.07. Operation of Multiple-person Fiduciaries .......................... 10-11
(a) Other Fiduciaries generally ................................. 10-11
(b) Suspension Period ........................................... 10-11
(c) Rules and guidelines ........................................ 10-11
(d) Records ..................................................... 10-12
(e) Multiple-person Fiduciary's acts and decisions .............. 10-12
(f) Multiple-person Fiduciary's delegation of authority ......... 10-12
(g) Ministerial duties .......................................... 10-12
10.08. Administrator's, Plan Committees' Powers and Duties................ 10-13
(a) Plan decisions .............................................. 10-13
(b) Conclusive determination .................................... 10-13
(c) Participation ............................................... 10-14
(d) Agents and advisors ......................................... 10-14
10.09. Discretion of Administrator, Plan Committees ...................... 10-15
(a) Exclusive discretion ........................................ 10-15
(b) Waivers ..................................................... 10-15
10.10. Records and Reports ............................................... 10-15
(a) Reports ..................................................... 10-15
(b) Records ..................................................... 10-16
10.11. Payment of Expenses ............................................... 10-16
10.12. Notification to Interested Parties ................................ 10-16
10.13. Notification of Eligibility ....................................... 10-17
xii
<PAGE>
Section Page
- ------- ----
10.14. Other Notices ..................................................... 10-17
10.15. Annual Statement .................................................. 10-17
10.16. Limitation of Administrator's and Plan Committees' Liability ...... 10-17
(a) Separate liability .......................................... 10-17
(b) Indemnification ............................................. 10-18
(c) Fiduciaries ................................................. 10-18
10.17. Errors and Omissions .............................................. 10-19
10.18. Communication of Directions from Participants ..................... 10-19
ARTICLE 11 -- DEFINITIONS ................................................. 11-1
11.01. Account ............................................................ 11-1
11.02. Accrual Computation Period ......................................... 11-1
11.03. Accrued Benefit .................................................... 11-2
11.04. Acquiring Person ................................................... 11-3
11.05. Active Participant ................................................. 11-3
11.06. Adjusted Severance from Service Date ............................... 11-3
11.07. Administrator ...................................................... 11-3
11.08. Administrator's Rules .............................................. 11-3
11.09. Affiliate .......................................................... 11-3
11.10. Affiliate-maintained ............................................... 11-4
11.11. After-tax Savings Account .......................................... 11-4
11.12. Age ................................................................ 11-4
11.13. Agreement .......................................................... 11-4
11.14. Allocation Period .................................................. 11-4
11.15. Alternate Payee .................................................... 11-4
11.16. Annual Addition .................................................... 11-4
11.17. Assignment or Alienation ........................................... 11-5
11.18. Associate .......................................................... 11-6
11.19. Basic Contribution ................................................. 11-7
11.20. Beneficiary or Beneficiaries ....................................... 11-7
xiii
<PAGE>
Section Page
- ------- ----
11.21. Beneficiary-owner .................................................. 11-7
11.22. Board or Board of Directors ........................................ 11-7
11.23. Break in Service ................................................... 11-7
11.24. Code ............................................................... 11-7
11.25. Compensation ....................................................... 11-8
11.26. Continuing Directors ............................................... 11-8
11.27. Contract ........................................................... 11-8
11.28. Control, Controlling ............................................... 11-9
11.29. Control Affiliate .................................................. 11-9
11.30. Covered Employee ................................................... 11-9
11.31. Credited Service ................................................... 11-9
11.32. Current Earned Benefit ............................................ 11-10
11.33. Defined Benefit Plan or DBP ....................................... 11-10
11.34. Defined Contribution Plan or DCP .................................. 11-10
11.35. Disabled, Disability .............................................. 11-10
11.36. Domestic Relations Order .......................................... 11-10
11.37. Earliest Retirement Age ........................................... 11-10
11.38. Early Retirement .................................................. 11-10
11.39. Earned Benefit .................................................... 11-10
11.40. Earnings .......................................................... 11-11
11.41. Effective Date .................................................... 11-11
11.42. Eligibility Service Year .......................................... 11-11
11.43. Eligible Employee ................................................. 11-11
11.44. Employee .......................................................... 11-11
11.45. Employee Contribution ............................................. 11-11
11.46. Employee Contribution Account ..................................... 11-12
11.47. Employer .......................................................... 11-12
11.48. Employer Contribution Account ..................................... 11-12
11.49. Employer-designated Suspense Account .............................. 11-12
11.50. Employer-maintained ............................................... 11-12
11.51. Entry Date ........................................................ 11-12
11.52. ERISA ............................................................. 11-13
11.53. ERISA Affiliate ................................................... 11-13
11.54. Excess-addition Suspense Account .................................. 11-13
11.55. Excess Annual Additions ........................................... 11-13
11.56. Fiduciary ......................................................... 11-13
xiv
<PAGE>
Section Page
- ------- ----
11.57. First-tier Trigger Event .......................................... 11-14
11.58. Fiscal Year ....................................................... 11-15
11.59. Forfeitable ....................................................... 11-15
11.60. Forfeiture, Forfeit ............................................... 11-15
11.61. Fund and Trust Fund ............................................... 11-15
11.62. General Amounts ................................................... 11-15
11.63. Hour of Service ................................................... 11-15
11.64. Income Suspense Account ........................................... 11-15
11.65. Insurer ........................................................... 11-16
11.66. Interested Person or Interested Party ............................. 11-16
11.67. Introduction ...................................................... 11-16
11.68. Investment Manager ................................................ 11-16
11.69. Involuntary Cash-Out .............................................. 11-16
11.70. Leave of Absence .................................................. 11-17
11.71. Majority-owned Subsidiary ......................................... 11-17
11.72. Mandatory Contribution ............................................ 11-18
11.73. Maternity or Paternity Leave of Absence ........................... 11-18
11.74. Maximum Annual Addition ........................................... 11-18
11.75. Minimum Death Benefit ............................................. 11-18
11.76. Named Account ..................................................... 11-19
11.77. Named Fiduciary ................................................... 11-19
11.78. Nonforfeitable .................................................... 11-19
11.79. Normal Retirement Age ............................................. 11-19
11.80. Normal Retirement Date ............................................ 11-19
11.81. Parent ............................................................ 11-19
11.82. Participant ....................................................... 11-20
11.83. Participant-owner ................................................. 11-20
11.84. Party in Interest ................................................. 11-20
11.85. Pension Plan ...................................................... 11-21
11.86. Person ............................................................ 11-22
11.87. Plan .............................................................. 11-22
11.88. Plan Committee .................................................... 11-22
11.89. Plan Contract ..................................................... 11-22
11.90. Plan Liability Account ............................................ 11-23
11.91. Plan Year ......................................................... 11-23
11.92. Predecessor Plan .................................................. 11-23
xv
<PAGE>
Section Page
- ------- ----
11.93. Primary Employer ................................................. 11-23
11.94. Primary Employer-maintained ...................................... 11-23
11.95. Primary Employer's Designee ...................................... 11-23
11.96. Profit ........................................................... 11-23
11.97. Profit-sharing Plan .............................................. 11-24
11.98. Program of Allocations ........................................... 11-24
11.99. Qualified Domestic Relations Order ............................... 11-24
11.100. Qualified Plan or Qualified Trust ................................ 11-24
11.101. Recoverable Costs ................................................ 11-24
11.102. Related Entity ................................................... 11-25
11.103. Related Entity-maintained ........................................ 11-25
11.104. Relative ......................................................... 11-25
11.105. Restoration Event ................................................ 11-25
11.106. Retire, Retires .................................................. 11-25
11.107. Retirement ....................................................... 11-25
11.108. Second-tier Trigger Event ........................................ 11-25
11.109. Segregated Amounts ............................................... 11-28
11.110. Separation, Separation from Service .............................. 11-28
11.111. Service .......................................................... 11-28
11.112. Severance from Service Date ...................................... 11-29
11.113. Sponsor .......................................................... 11-29
11.114. Sponsor-maintained ............................................... 11-29
11.115. Spouse ........................................................... 11-29
11.116. Subsidiary ....................................................... 11-29
11.117. Supplemental Account ............................................. 11-29
11.118. Surviving Spouse ................................................. 11-29
11.119. Suspense Account ................................................. 11-29
11.120. Suspension Period ................................................ 11-30
11.121. Transfer Account ................................................. 11-30
11.122. Transfer Contribution ............................................ 11-30
11.123. Trigger Event .................................................... 11-30
11.124. Trust, Trust Fund, and Fund ...................................... 11-30
11.125. Trust Agreement .................................................. 11-31
11.126. Trustee .......................................................... 11-31
11.127. Valuation Date ................................................... 11-31
11.128. Vesting Break .................................................... 11-31
xvi
<PAGE>
Section Page
- ------- ----
11.129. Vesting Computation Period ....................................... 11-31
11.130. Vesting Credit ................................................... 11-31
11.131. Vesting Hold-out Year ............................................ 11-32
11.132. Vesting Period of Service ........................................ 11-32
11.133. Vesting Period of Severance ...................................... 11-32
11.134. Vesting Rule of Parity ........................................... 11-32
11.135. Vesting Service Spanning Rule .................................... 11-33
11.136. Voluntary Cash-Out ............................................... 11-33
11.137. Voluntary Contribution............................................ 11-33
11.138. Welfare Plan ..................................................... 11-33
11.139. Year of Service .................................................. 11-34
ADOPTION PAGE
xvii
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
INTRODUCTION
------------
Crestar Financial Corporation (the "Primary Employer") adopted this
amended and restated Crestar Financial Corporation Executive Life Insurance
Plan (the "Plan") effective January 1, 1991 (the "Effective Date"). The Plan
provides Eligible Employees of the Primary Employer and related employers
(the "Employers") with a death benefit through split-dollar life insurance
arrangements, and allows for other benefits to be periodically announced by
the Primary Employer's Designee and added as exhibits to the Plan. The
Primary Employer intends that each Participant will share with his Employer
the cost and ownership of one or more life insurance policies identified in
Schedule I (the "Plan Contracts") with one or more life insurance companies
(the "Insurers") according to the Plan, the Plan Contracts, any Trust
Agreements, and any agreements between an Employer and a Participant
(the "Agreements").
Consistent with Department of Labor Advisory Opinion 77-23, the Sponsor
intends to cause the Plan to be maintained as a Welfare Plan according to
section 3(1) of the Employee Retirement Income Security Act of 1974
(excluding that Act's title II, "ERISA").
Nothing in this Plan is to be interpreted as prohibiting discrimination in
favor of highly compensated employees, officers, and shareholders. This
Plan is not part of any plan or arrangement, such as a voluntary employees'
beneficiary association as described in Code section 501(c)(9), requiring
such nondiscrimination.
Compliance Intended
-------------------
The Sponsor intends through this Plan in this document to maintain a plan
that satisfies the provisions of ERISA section 3(1). The Sponsor intends that
the Plan will comply fully with all other applicable statutes and regulations
governing wages, compensation, and fringe employment benefits. All ques-
Introduction-1
<PAGE>
tions arising in the construction and administration of this Plan must be
resolved accordingly.
Definitions
-----------
Any word in this document with an initial capital not expected by ordinary
capitalization rules is a defined term. Definitions not found in the Plan are
in ERISA and regulations promulgated pursuant to ERISA (but the terms of
the statute prevail over any regulations) or in the Code and regulations
promulgated pursuant to the Code (but the terms of the statute prevail over
any regulations).
Governing Law, Construction
---------------------------
For construction, one gender includes all and the singular and plural include
each other. This Plan is construed, administered, and governed in all
respects under and by the laws of Virginia, except to the extent that the laws
of the United States of America have superseded those state laws. The
headings and subheadings in this Plan have been inserted for convenience
of reference only and are to be ignored in any construction of the Plan
provisions.
Introduction-2
<PAGE>
ARTICLE 1
GENERAL
-------
1.01. Plan Creates No Separate Rights
-------------------------------
(a) Rights only by statute. The creation, continuation, or change of
----------------------
the Plan, any Plan Contract, any Trust Agreement, any Trust Fund
(or any fund, account, or trust), or any payment does not give a
person a non-statutory legal or equitable right against
(1) the Primary Employer or any other Employer;
(2) any Sponsor;
(3) any officer, agent, or other employee of the Primary
Employer, a Sponsor, or any Employer;
(4) any Insurer, Trustee, or co-Trustee;
(5) the Administrator, any Administrator-member, any Plan
Committee, member of a Plan Committee, or other
Fiduciary.
Unless the law or this Plan explicitly provides otherwise, rights
under any other Employer-maintained employee-benefit plan (for
example, plans that provide benefits upon an Employee's death,
retirement, or other termination) do not create any rights under
this Plan to benefits or continued participation under this Plan.
The fact that an individual is eligible to receive benefits under
this Plan does not create any rights under any other Employer-
maintained employee-benefit plan, unless that plan or the law
explicitly provides otherwise.
(b) Employment modification. The Plan modifies the terms of a
-----------------------
Participant's employment and is a contract between the
Employers and the Participants; the Plan is an inducement for the
Participants' employment or continued employment.
1-1
<PAGE>
(c) Trust Agreement, Plan Contract control. For any Participant-
--------------------------------------
owner or Beneficiary-owner, to the extent that any provision in
this Plan is inconsistent with the provisions of a Plan Contract
identified as applicable to that Participant-owner or Beneficiary-
owner, the Plan Contract provisions supersede the inconsistent
Plan provision as to the operation of the Plan Contract.
1.02. Delegation of Authority
-----------------------
(a) Primary Employer. The Primary Employer's acts may be
----------------
accomplished by the Primary Employer's Designee (without
further authorization than this Plan subsection) or by any other
person with authorization from the Primary Employer's Board.
(b) Sponsor. Each Sponsor's acts may be accomplished by that
-------
Sponsor's Designee or by any other person with authorization
from that Sponsor's Board. Acts by a Sponsor's designee are acts
of that Sponsor through that designee and are not acts of an
independent entity.
(c) Other Employers. Acts of an Employer other than the Primary
---------------
Employer or a Sponsor may be accomplished by any person with
authorization from that Employer's Board.
(d) Administrator's Rules. Subject to limitations in this Plan, the
---------------------
Primary Employer's Designee or the Administrator may create
and publish original, additional, or revised Administrator's Rules
if that action is consistent with the Plan's provisions; but the
Administrator's rules may not change the Primary Employer's,
any Sponsor's, or any other Employer's obligations under the
Plan (including contribution obligations). The Primary
Employer's Designee may amend or eliminate an Administrator's
Rules provision created or revised by the Administrator.
1.03. Limitation of Liability
-----------------------
(a) Section governs. Except according to this section, a Fiduciary is
---------------
not subject to suit or liability in connection with this Plan, any
1-2
<PAGE>
Trust Agreement, or any Plan Contract or in connection with the
operation of the Plan, any Trust Agreement, or any Plan Contract.
(b) Individual liability. A single-person Administrator, a Plan
--------------------
Committee, each member of any Plan Committee, each Trustee,
each co-Trustee, and any person employed by the Primary
Employer, a Sponsor, or an Employer is liable only for his own
acts or omissions.
(c) Co-Fiduciary liability. A single-person Administrator, a Plan
----------------------
Committee, each member of any Plan Committee, a Trustee, a co-
Trustee, or any person employed by the Primary Employer, a
Sponsor, or an Employer is not liable for the acts or omissions of
another without knowing participation in the acts or omissions,
except by action to conceal an action or omission of another
while knowing the act or omission is a breach, or by a failure to
properly perform duties that enables the breach to occur, or with
knowledge of the breach, failure to make reasonable efforts to
remedy the breach.
(d) Co-Trustee relationship. One Trustee or co-Trustee must use
-----------------------
reasonable care to prevent another from committing a breach; but
all Trustees and co-Trustees need not jointly manage or control
any Plan assets to the extent that specific duties have been
allocated among them in this Plan, in Plan Contracts, or in any
Trust Agreements. A Trustee or co-Trustee is not liable for
actions or omissions when following the specific directions of the
Primary Employer's Designee, the Administrator, a Plan
Committee, or a duly authorized and appointed Investment
Manager unless such directions are improper on their face. If an
Investment Manager has been properly appointed, subject to
subsection (c), a Trustee or co-Trustee is not liable for the
acts of the Investment Manager and does not have any investment
responsibility for assets under the management of the Investment
Manager.
(e) Allocating and delegating. A Fiduciary is not liable for the
-------------------------
actions of another to whom responsibility has been allocated or
delegated according to this Plan unless--as the allocating or
1-3
<PAGE>
delegating Fiduciary--it was imprudent in making the allocation
or delegation or in continuing the allocation or delegation, except
that a Fiduciary may be liable according to subsections (c) and
(d).
(f) Release. Each Employee releases from any and all liability or
-------
obligation, to the extent release is consistent with the provisions
of this section, each single-person Administrator, each Plan
Committee, all members of any Plan Committee, each Trustee,
each co-Trustee, the Primary Employer, the Primary Employer's
Designee, each Sponsor, each Employer, all officers and agents
of any entity previously listed, and all agents of Fiduciaries.
1.04. Legal Action
------------
Except as explicitly permitted by statute, the Administrator, each
appropriate Plan Committee, each Insurer, each appropriate Trustee or
co-Trustee, each appropriate other Fiduciary, the Primary Employer,
and each affected Sponsor are the only necessary parties to any action
or proceeding that involves the Plan, any Trust Agreement, or any Plan
Contract or that involves the administration of the Plan, any Trust
Agreement, or any Plan Contract. No Employee or former Employee and no
Beneficiary or any person having or claiming to have an interest in a
Plan Contract under the Plan is entitled to notice of process. A final
judgment that is not appealable for any reason (including the passage
of time) and that is entered in an action or proceeding involving this
Plan is binding and conclusive on the parties to this Plan and all
persons having or claiming to have any interest in a Trust Fund or
Plan Contract maintained for this Plan or claiming to have any
interest under the Plan.
1.05. Benefits Supported Only by Plan Assets and Sponsor
--------------------------------------------------
Except as otherwise provided by statute, a person having any claim under
the Plan must look only to assets from any Trust Fund and from Plan
Contracts for satisfaction. The Primary Employer, any Sponsor, and each
Employer may contribute to a Trust Fund, to Insurers, or both, but each
Participant's right to assets from any Trust Fund is determined by the
Trust Agreements and this Plan, and each Participant's right to assets
from Plan Contracts is determined according to the terms of those Plan
1-4
<PAGE>
Contracts and this Plan. To the extent provided in Contracts, a
Participant may look to an Insurer's assets for satisfaction. To the
extent provided in the governing Trust Agreements, a Participant may
look to assets of any Trust Fund for satisfaction. An Employer
contribution to this Plan or distribution of assets from any source to
provide the benefit promised to a Participant satisfies that much of
the Participant's Earned Benefit.
1.06. Administration Standards
------------------------
To administer this Plan, the Administrator enjoys discretion to the
extent that this Plan and any Trust Agreements and Plan Contracts do
not specifically limit that discretion. The Administrator especially
may permit discrimination in favor of or against Employees who are
officers, shareholders, or highly compensated.
1.07. Primary Employer and Other Employers
------------------------------------
(a) Primary Employer. This Plan's Primary Employer is Crestar
----------------
Financial Corporation, a Virginia corporation.
(b) Sponsors, Employers. This Plan is designed to allow the Primary
-------------------
Employer's Related Entities to become Sponsors, to participate in
the Plan, or both. At any time after this Plan's Effective Date,
the Sponsors and Employers identified on the current roster of
Sponsors and Employers (an exhibit to this Plan) are the Sponsors
and Employers; if there is no roster, the Primary Employer is the
only Sponsor and Employer.
1.08. Method of Participation
-----------------------
With the Primary Employer's Board's approval, any Related Entity of
the Primary Employer not named in this Plan as a Sponsor or Employer
may take appropriate action satisfactory to the Primary Employer's
Designee through its Board to become a party to the Plan as a Sponsor,
as an Employer, or both. To become a Sponsor, the Related Entity must
adopt this Plan as a Sponsor and adopt this Plan as a split-dollar
life insurance program that is a Welfare Plan according to ERISA
section 3(1) for its Employees. To become an Employer, the Related
Entity must adopt this
1-5
<PAGE>
Plan as a split-dollar life insurance program that is a Welfare Plan
according to ERISA section 3(1) for its Employees. An election to
continue as an Employer but not a Sponsor or to continue as a Sponsor
but not an Employer may be accomplished by the appropriate action of a
Sponsor's or Employer's Board, delivered in writing to the Primary
Employer's Designee as advance notice for an advance period determined
by the Primary Employer's Designee. An election not to continue as
either a Sponsor or an Employer is a withdrawal (continuing as either
is not a withdrawal).
1.09. Withdrawal by Employer
----------------------
A Sponsor may withdraw from the Plan as a Sponsor--but not as an
Employer--at any time satisfactory to the Primary Employer's Designee.
An Employer may not withdraw from the Plan (no longer maintain the
Plan as to its Employees or former Employees) during a Suspension
Period. Except during a Suspension Period, an Employer may withdraw
from this Plan upon the approval of the Primary Employer's Designee.
1.10. Tax Year
--------
Although the Employers may each have a different tax year (an
Employer's own tax year is the determinative tax year for that entity
for all purposes unique to that entity, such as the period for
effecting contributions), the Plan Year is the fiscal year on which
this Plan's records are kept.
1.11. Suspension Periods
------------------
This Plan article 1 and other articles in this Plan reserve to the
Primary Employer certain discretionary authority and powers; all
Primary Employer powers, however, are exercised by other Fiduciaries
according to this Plan during a Suspension Period. A reference to the
Primary Employer or a reference to acts of the Primary Employer's
Designee in this Plan article 1 or in any other Plan article in the
context of a power is, during any Suspension Period, a reference to
the Fiduciary authorized to exercise that power.
1-6
<PAGE>
ARTICLE 2
PARTICIPATION
-------------
2.01. Conditions of Participation
----------------------------
(a) Special participation rule. As of January 1, 1991 (this
--------------------------
document's Effective Date), an Employee is a Participant in this
Plan if he is an Eligible Employee on whose life a Plan Contract
has been issued and is enrolled on Schedule I as of that date. An
Employee who participates specially according to this subsection
has an Entry Date no later than January 1, 1991.
(b) Beginning participation. An Employee may not begin
-----------------------
participation in this Plan while he is not a Covered Employee.
An Eligible Employee begins participation in this Plan on his
Entry Date. Except for Participants described in subsection (a),
an Eligible Employee's Entry Date is the date on which a Plan
Contract on his life is issued and made effective by an Insurer
and enrolled on Schedule I that occurs no earlier than the Plan's
Effective Date. An Eligible Employee's Entry Date is no later
than the earlier of:
(1) the first day of the Plan Year after he becomes an Eligible
Employee; or
(2) the first day of the seventh month after he becomes an
Eligible Employee.
If an Eligible Employee is absent on his Entry Date because he
is Separated from Service, his participation in this Plan still
begins on his Entry Date (the remaining provisions of this Plan
then apply to that Participant as of his Entry Date to determine
Plan entitlements and actions regarding the Plan Contract or Plan
Contracts on that Participant or his surrogate). If an Eligible
Employee is absent on his Entry Date for reasons other than a
Separation from Service (for example, vacation, sickness,
2-1
<PAGE>
disability, Leave of Absence, or layoff), his participation in this
Plan still begins on his Entry Date.
2.02. Employment and Eligibility Status Changes
-----------------------------------------
(a) Changing to non-Covered Employee. If a Participant does not
--------------------------------
Separate from Service but is no longer a Covered Employee
because of a job change or some other event other than
Retirement or Disability, he ceases to be a Covered Employee and
a Participant at the end of the pay period in which that job
change or other event occurs. A Participant who Retires or
becomes Disabled continues to be a Participant.
(b) Changing to Covered Employee. If an Employee becomes a
----------------------------
Covered Employee due to a change in his employment status (for
example, because of a job change or some other event) and if the
Primary Employer's Designee does not establish another date for
that Employee, his status as a Covered Employee begins on the
day after the date that is the end of the pay period in which his
status changes.
2.03. Renewed Participation
---------------------
A Participant who ceases to participate in the Plan, as described in the
Plan subsection entitled "Changing to non-Covered Employee" (see Plan
section 2.02(a)), may again become a Participant only according to the
Plan subsection entitled "Beginning participation" (see Plan section
2.01(b)).
2.04. Determination of Eligibility
----------------------------
The Administrator must determine each person's eligibility for
participation in the Plan. All good-faith determinations by the
Administrator are conclusive and binding on all persons for the Plan
Year in question, and there is no right of appeal except for claims,
as provided in this Plan.
2-2
<PAGE>
2.05. Enrollment
----------
(a) Application. To the extent described in the Administrator's
-----------
Rules, an application to participate may be required, and each
Employee and Participant must correctly disclose all requested
information necessary for the Administrator to administer this
Plan properly.
(b) Acknowledgement. In any claim form or similar instrument
---------------
adopted by the Administrator, as a condition of receiving Plan
benefits, an Employee or a Beneficiary may be required to
acknowledge the existence of and the terms and conditions in the
Plan and any Plan Contracts and that a copy of the Plan and any
Plan Contracts have been made available to him. The Adminis-
trator may require an Employee or a Beneficiary to agree to abide
by the terms and conditions of this Plan and any Plan Contracts.
2.06. Certification of Participation
------------------------------
The Administrator must provide the administrator of the Crestar
Financial Corporation Premium Assurance Plan with a list of the
premium due dates and the amount of the premiums for each Plan
Contract on the life of each Participant under the Plan.
As requested by the Employers, the Administrator must give each
Employer a list of Employees who became Participants since the last list
was given. As requested by an Employer after any Plan Year, the
Administrator must give that Employer a list of Employees who were
Participant-owners for that Plan Year.
2.07. Suspension Periods
------------------
During a Suspension Period, no additional Participants may join this
Plan.
2-3
<PAGE>
ARTICLE 3
CONTRIBUTIONS
-------------
3.01. Suspension Periods
------------------
This Plan article 3 reserves to the Primary Employer and Primary
Employer's Designee certain discretionary authority and powers; all
Primary Employer and Primary Employer's Designee powers, however, are
exercised by other Fiduciaries according to this Plan during a
Suspension Period. A reference to the Primary Employer or to the
Primary Employer's Designee in this Plan article 3 is, during any
Suspension Period, a reference to the Fiduciary authorized to
exercise that power.
3.02. General Provisions on Employer Contributions
--------------------------------------------
(a) Section is primary. This Plan's provisions on Employer
------------------
contributions are all subject to the provisions of this section and
to the provisions of any Administrator's Rules authorized by this
section. Except for any Trust Fund contributions, all Employer
contributions described in this Plan are made in the form of direct
or indirect payments of premiums due according to the terms of
the Plan Contracts and the Plan. Employer contributions for
premium payments generally do not become Plan assets because
those contributions increase the contributing Employer's
Recoverable Costs for the Plan Contract for which the premiums
were paid.
(b) Qualification intended. The Employers intend that the Plan will
----------------------
always qualify as a Welfare Plan under ERISA section 3(1). The
Employers also intend that assets to be used to satisfy
Recoverable Costs are not Plan assets except to the extent that
they are so designated by the Primary Employer's Designee as
part of actions creating or maintaining a Plan benefit structure
that is neither a death benefit nor a divided ownership benefit.
3-1
<PAGE>
(c) Questioned qualification. If the Plan as reflected in this
------------------------
document (including any Administrator's Rules) does not qualify
as a Welfare Plan under ERISA section 3(1), or if the Department
of Labor conditions favorable opinions about the Plan on amend-
ments, caveats, or conditions not acceptable to the Primary
Employer, then the Primary Employer, at its option, may either
amend this Plan or revoke and annul any amendment in any manner
the Primary Employer deems advisable to effect a favorable
determination or opinion, or the Primary Employer and the
Sponsors may withdraw sponsorship and the Primary Employer's
Designee may terminate the Plan prospectively or retroactively.
On a termination according to this subsection, each unconsumed
contribution made by the Employers after the effective date of
any document causing a qualification failure must be returned to
the contributor.
(d) Mistake of fact. This subsection applies to all Employer
---------------
contributions under this Plan unless at the time of contribution an
Employer stipulates that the contribution by that Employer is not
subject to this subsection. If any contribution is made by an
Employer because of a mistake of fact, then the portion of the
contribution due to the mistake of fact must be returned to the
contributing Employer.
(e) Exclusive purpose. Except as provided in this Plan section,
-----------------
Employer contributions to any Trust Fund or to an Insurer for a
Contract are irrevocable but subject to the Employers' rights
described in this Plan to recover their contributions upon specific
events. Other than the Employer's interest in a Plan Contract
attributable to its own contributions and other expenditures
(essentially, that Employer's Recoverable Cost for the Plan
Contract), Plan Contracts and any Plan assets must not inure to
the benefit of any Employer and must be held for the exclusive
purposes of providing benefits to Participants and their Benefi-
ciaries and for defraying reasonable expenses of administering the
Plan.
(f) Determining contributions. Each Employer must determine the
-------------------------
amount of any of its contributions to any Trust Fund according to
3-2
<PAGE>
this Plan's terms and the terms of the governing Trust Agreement.
Likewise, each Employer must determine the amount of any of its
contributions to any Insurer for a Plan Contract under the terms
of this Plan and that Plan Contract. To facilitate
determinations, the Primary Employer's Designee is entitled to
set a uniform determination date. Each Employer's determination
of its contributions is binding on all Participants, the
Administrator, and the contributor.
(g) Contributing. No person is required to collect Employer
------------
contributions. Each Employer may cause its contributions to be
paid in installments and on the dates it elects, subject to the
requirements of the applicable Trust Agreement or Plan Contract.
(h) Cash or property. Except as restricted by the affected Insurer,
----------------
Trustee, or co-Trustee or by terms of the Plan (including any
Administrator's Rules) and except as prohibited (without
administrative exemption) by law, Employer contributions may be
in cash or any other property.
(i) Administrator's discretion. The Administrator may exercise its
--------------------------
discretion in implementing any Employer-contribution provision
in this Plan article 3 or in any Administrator's Rules if that
exercise of discretion does not violate any of the other provisions
in this article.
(j) Administrator's Rules. With the consent of the Primary
---------------------
Employer's Designee, the Administrator may create and publish
original, additional, or revised Administrator's Rules governing
any Participant-owner or Beneficiary-owner election or contribu-
tions, if that action is consistent with subsection (i) and does
not change an Employer's obligation to contribute.
3.03. General Provisions on Participant-owner and Beneficiary-owner
-------------------------------------------------------------
Contributions
-------------
(a) Section is primary. This Plan's provisions on Participant-owner
------------------
and Beneficiary-owner contributions are all subject to the
provisions of this section, each applicable Plan Contract or Trust
3-3
<PAGE>
Agreement, and the provisions of any Administrator's Rules that
are not inconsistent with this section or any applicable Plan
Contract or Trust Agreement. The Administrator or the Primary
Employer's Designee may create and publish original, additional,
or revised Administrator's Rules at any time to administer this
section, including provisions governing Participant contributions
and elections. (See Plan section 3.02(j) for similar authorization
to the Administrator.) References in the remaining subsections to
contributions by Participant-owners may be read to include
contributions by Beneficiary-owners whenever such contributions
are required by this Plan, any applicable Plan Contract or Trust
Agreement, or the Primary Employer's Designee.
(b) Payroll deduction. To the extent that any Administrator's Rules
-----------------
allow it, Participant-owners may contribute according to this Plan
by payroll deduction. A Participant-owner may execute a form
satisfactory to his Employer and the Administrator, electing to
contribute (after tax) a specific amount for each pay period or for
any identifiable time when Earnings otherwise would have been
received. A Participant-owner's allowed contribution will be
deducted by that Participant-owner's Employer from the
Participant-owner's Earnings each pay period, until the Par-
ticipant-owner's total contributions under this section for any
period equal the amount of his Mandatory Contribution according
to the Plan and each applicable Plan Contract or Trust Agreement
or, if earlier, until the Participant changes or revokes his
election according to this Plan's provisions and any
Administrator's Rules. A Participant's change or revocation of
his election must be by written notice to his Employers and the
Administrator.
(c) Not payroll deduction. To the extent that any Administrator's
---------------------
Rules permit, in addition to or instead of the contributions
withheld according to subsection (b), each Participant-owner may
make one contribution (after tax) to the Administrator on each
date set by the Administrator for contributions under this
subsection.
(d) Non-cash contributions allowed. Participant-owner contributions
------------------------------
may be in cash or--to the extent that the Primary Employer's
3-4
<PAGE>
Designee consents--in the form of Contracts that can be used as
Plan Contracts as part of the split-dollar program.
(e) Contributions Nonforfeitable. A Participant-owner's Earned
----------------------------
Benefit derived from his own contributions under this Plan is
Nonforfeitable, but only to the extent that the Participant has
satisfied the related Mandatory Contribution requirement.
(f) Time for contributions. Absent contrary notice from a Trustee,
----------------------
co-Trustee, or Insurer that is to receive the contributions, the
Administrator may determine specified times for Participant
contributions. The Administrator must advise the Participant-
owners of the permitted times for contributions.
(g) Transfers by Employers. As soon as possible after each pay
----------------------
period, each Employer must pay the appropriate Trustee, co-
Trustee, or Insurer (or a combination of any of those entities) all
Participant-owner contributions withheld by it, advising each
Trustee, co-Trustee, or Insurer and the Administrator of the
respective amounts contributed by each Participant-owner. In any
event, Participant-owner contributions must be transferred to the
appropriate Trustee, co-Trustee, or Insurer no later than the time
such contributions would become Plan assets under ERISA
section 403. The Administrator must notify the administrator of
the Crestar Financial Corporation Premium Assurance Plan each
time a contribution is transferred to an Insurer to satisfy a
premium for a Plan Contract.
(h) Transfers by Administrator. As soon as possible after receipt of
--------------------------
a Participant-owner contribution, the Administrator must transfer
that contribution to the appropriate Trustee, co-Trustee, or
Insurer (or combination of any of those entities) and, if
necessary, advise each Trustee, co-Trustee, or Insurer of the
source of the contribution. Participant-owner contributions must
be transferred to the appropriate Trustee, co-Trustee, or Insurer
no later than the time that such contributions would become Plan
assets under ERISA section 403. The Administrator must notify the
administrator of the Crestar Financial Corporation Premium
3-5
<PAGE>
Assurance Plan each time a contribution is transferred to an
Insurer to satisfy a premium for a Plan Contract.
(i) Payment determines time of Earned Benefit. The creation or any
-----------------------------------------
increase in a Participant-owner's Earned Benefit occurs when that
Participant-owner's contribution under this Plan is received by
any Trustee, co-Trustee, or Insurer. The same principle applies
to contributions from a Beneficiary-owner.
(j) Mandatory Contributions. As to any Participant-owner, the
-----------------------
Mandatory Contribution required as a condition of that indi-
vidual's eligibility for receipt of any of this Plan's benefits
that have not become Nonforfeitable is determined according to
the Plan section entitled "Division of Cost of Plan Contract"
(see Plan section 3.08) and the applicable Plan Contract or Plan
Contracts. A Participant-owner or Beneficiary-owner may have
multiple Mandatory Contributions required (for example, one for
each of several Plan Contracts on his life).
(k) Voluntary Contributions. A Participant-owner or Beneficiary-
-----------------------
owner may make a Voluntary Contribution upon any of the
events described in this subsection's paragraphs.
(1) If a Participant is notified by the administrator of the
Crestar Financial Corporation Premium Assurance Plan
that the Employer contribution called for in the Plan
section entitled "Basic Contribution" (see Plan
section 3.05) have not been satisfied or otherwise have not
satisfied all premiums due for one of that Participant's
Plan Contracts as of the date that is twenty-five days after
the premium due date for the Plan Contract, the
Participant-owner of that Plan Contract may make a
Voluntary Contribution as described in the Plan subsection
entitled "Failure to pay Basic Contribution" (see Plan
section 4.02(b)) in the amount necessary to satisfy the
Employer contribution requirements or otherwise to satisfy
the due-but-unpaid premiums for the Plan Contract in
question.
3-6
<PAGE>
(2) If the Plan is terminated as to a Participant, that
Participant or the Beneficiary-owner of a Plan Contract on
that Participant's life may make a Voluntary Contribution
to continue the Contract as described in the Plan
subsection entitled "Plan termination or end of
participation" (see Plan section 4.02(c)).
3.04. Cash and Non-cash Contributions
-------------------------------
(a) Non-cash contributions allowed. Except as restricted by any
------------------------------
intended recipient of the assets in question, or except as
prohibited (without administrative exemption) by law, Employer
contributions may be in cash, in the form of Contracts that can be
used as Plan Contracts as part of the split-dollar program, or in
the form of other property.
(b) Value of non-cash contributions. Each recipient of non-cash
-------------------------------
contributions must value all non-cash property contributed at its
fair-market value (according to applicable regulations) on the
actual date that it accepts the property.
3.05. Basic Contribution
------------------
(a) General. Basic Contributions are discretionary--not required to
-------
be made--on the part of the Employers, with two exceptions.
(1) Basic Contributions from the Employers are
required--must be made--during any Suspension Period.
(2) Basic Contributions must be made (they are mandatory)
by the Employers for each Plan Year to the extent that
they are promised in one of this Plan's exhibits. A direct
or indirect promise in a Plan exhibit to contribute or to
fund a promised benefit requires Employer funding
contributions consistent with the law (i.e., if the law
allows delayed funding and this Plan or its exhibits are
silent, then delayed funding is permissible) for each Plan
Year for which the promise is effective; if the exhibit is
amended to reduce or eliminate the promise, then any
3-7
<PAGE>
Basic Contribution requirement is reduced or eliminated
accordingly.
To the extent that Transfer Contributions or other payments do
not satisfy a due-but-unpaid premium according to the Plan
section entitled "Division of Cost of Plan Contract" (see Plan
section 3.08) and the applicable Plan Contract, and subject to
subsection (b), Basic Contributions or the application of assets
from any Trust Fund are necessary to satisfy that premium at the
time determined by the affected Insurer or the Administrator.
When that need exists, the Administrator must calculate an
amount that the Administrator believes is the minimum Basic
Contribution. The Administrator's determination, however, is not
binding on and is merely advisory for the Primary Employer's
Designee. The Primary Employer's Designee must determine
each Employer's required Basic Contribution for each Plan Year.
The Basic Contribution from an Employer for a Plan Year or for
any other pay period according to this subsection is determined
by the Primary Employer's Designee according to the Plan
section entitled "Division of Cost of Plan Contract" (see Plan
section 3.08), any Trust Agreements, and the affected Plan
Contracts. The Primary Employer's Designee must notify the
Administrator of all contributions made by Employers directly to
Insurers. The Administrator must notify the administrator of the
Crestar Financial Corporation Premium Assurance Plan each time
a contribution is made or transferred to an Insurer to satisfy a
premium for a Plan Contract.
(b) Borrowing offset. Subject to subsection (c), an Employer may
----------------
reduce its portion of current premiums due by periodically
obtaining one or more loans on Plan Contracts in a total amount
not exceeding the greater of (i) the total of each Plan
Contract's loan value available to that Employer, or (ii) that
Employer's cumulative Recoverable Costs at the time of the loan
and by then applying the amount of any borrowing against the net
premium payments (the Basic Contribution) required according to
this Plan. As security for any loan, a borrowing Employer may
pledge or assign the portion of the Plan Contract not
attributable to
3-8
<PAGE>
Participant contributions, subject to the terms of the Plan. An
Employer may also borrow against the portion of the Plan Contract
not attributable to Participant contributions in the manner
described in this subsection to recover any amounts to which that
Employer may be entitled under this Plan.
(c) Source of Basic Contribution. The Primary Employer's Designee
----------------------------
determines as to each Plan Contract the permissible sources of an
Employer's Basic Contribution, subject to the requirement that no
part of four of the first seven annual premiums is paid directly or
indirectly by means of indebtedness as described in Code
section 264(c).
3.06. Transfers
---------
Transfer Contributions, which are transfers of assets or liabilities or
transfers of assets and liabilities (for example, Transfer Contributions
could be accomplished by transfers of assets alone or by transfers of
liabilities alone), may be caused or allowed by the Primary Employer's
Designee (or the Fiduciary exercising the Primary Employer's power
under Plan article 8 during a Suspension Period) according to this Plan
and according to any Administrator's Rules. Transfer Contributions
include payments from the Crestar Financial Corporation Premium
Assurance Plan and payments from any other source designated by the
Primary Employer's Designee. Transfer Contributions may be in the
form of direct premium payments to an Insurer according to this Plan and
the applicable Plan Contract. A transfer that is from another Primary
Employer-maintained Welfare Plan that authorizes a transfer of assets to
this Plan and that, according to the terms of that other Primary
Employer-maintained Welfare Plan, is deemed to be caused or allowed
by the Primary Employer's Designee according to this section. The
Primary Employer's Designee must also indicate the extent to which
Transfer Contributions permissible under this subsection are to be
treated as Transfer Contributions or as other contributions described
in this Plan.
3.07. Additional Contribution
-----------------------
If the Participant-owner contribution requirements of the Plan
subsection entitled "Mandatory Contributions" (see Plan section
3.03(j)) are not
3-9
<PAGE>
satisfied as to any Plan Contract as of the date that is twenty-five
days after the premium due date for the Plan Contract, an Employer may
make an Additional Contribution as described in the Plan subsection
entitled "Failure to pay Mandatory Contribution" (see Plan section
4.02(a)) in the amount necessary to satisfy the Participant-owner
contribution requirements. An Additional Contribution may be derived
from the same sources as a Basic Contribution (see Plan section 3.05).
3.08. Division of Cost of Plan Contract
---------------------------------
(a) General. Unless otherwise provided in a lettered exhibit to the
-------
Plan, the cost of each premium under each Plan Contract must be
paid in part by or on behalf of the Employer and in part by or on
behalf of the insured Participant, the Participant-owner, or the
Beneficiary-owner of the Contract. The division of the cost of
each Plan Contract premium is designed so that (i) each Employer
pays for its rights to the Plan Contract's death benefit and the
Employer's portion of the Plan Contract's cash value; and (ii) the
insured Participant, the Participant-owner, or the Beneficiary-
owner pays for its rights in the Plan Contract's death benefit and
the Participant-owner's or Beneficiary-owner's portion of the Plan
Contract's cash value.
(b) Participant-owner's or Beneficiary-owner's cost. The Participant-
-----------------------------------------------
owner's or Beneficiary-owner's part of the Plan Contract's annual
premium is calculated so that, after considering the Plan's
Mandatory Contribution, the Participant will not have additional
taxable income on account of his participation in the Plan.
Therefore, the Participant-owner's or Beneficiary-owner's part of
the premium has two components, and the Participant-owner's or
Beneficiary-owner's cost equals any negative value resulting from
subtracting the value of the second component from the value of
the first component.
(1) The first component of the Participant-owner's or
Beneficiary-owner's part of the premium pays for the
insured Participant's current insurance protection under the
Plan Contract. For each year, this amount equals the
Insurer's rate for renewable term insurance equal to the
3-10
<PAGE>
portion of the Plan Contract's death benefit to which the
Participant's Beneficiary or Beneficiaries are entitled for
that year. For tax purposes, this amount is defined as the
part of each premium that is no greater than the
proportionate part of the Participant's economic benefit for
that year according to Revenue Ruling 55-747, Revenue
Ruling 64-328, Revenue Ruling 66-110, and Revenue
Ruling 67-154.
(2) The second component of the Participant-owner's or
Beneficiary-owner's part of the premium pays for the
increase in the Participant-owner's or Beneficiary-owner's
portion of the Plan Contract's cash value. For each year,
this amount is calculated so that the total of all such
payments plus all Plan Contract dividends attributable to
those payments generally will equal the Participant-
owner's or Beneficiary-owner's portion of the Plan
Contract's net cash value when the Employer releases its
rights in the Plan Contract to the Participant-owner or
Beneficiary-owner under the Plan. A Participant-owner's
or Beneficiary-owner's portion of a Plan Contract just
referred to in the previous sentence does not include any
other benefits--just the death benefit (it may include
ownership interests but none other that is connected with
a benefit)--available under this Plan. For example, one
Plan benefit may result in an award of part of the
Employer-portion (not yet a Plan asset) of a Plan Contract.
But that benefit is earned only according to the other
provisions of this Plan, some of which may require a
specific period or type of service--perhaps connected with
a different, additional Mandatory Contribution. Such
other benefits may give rise to situations where the
portion of a Plan Contract's cash value received by a
Participant-owner may be larger then the portion
attributable to the Participant-owner's death-benefit
contributions.
3-11
<PAGE>
(c) Employer's cost. The Employers pay the balance of all premium
---------------
payments due, either as a required payment or as a discretionary
payment, as determined by the terms of this Plan.
3-12
<PAGE>
ARTICLE 4
BENEFIT ENTITLEMENT
-------------------
4.01. Benefits Provided
-----------------
(a) General. This Plan's Earned Benefit for any Participant is an
-------
ownership interest in one or more split-dollar life insurance
policies (Plan Contracts) as well as a potential interest in a Plan
Contract or an Account representing the value of additional assets
held by an Insurer or in any Trust Fund. The cost and the
ownership of each Plan Contract is shared by an Employer and a
Participant, an Employer and a Participant-owner, an Employer
and a Beneficiary-owner, or an Employer and any combination of
the other three types of entity (Participant, Participant-owner,
and Beneficiary-owner). A Participant-owner or Beneficiary-owner
receives at least a death benefit (upon the Participant's death)
from any ownership interest attributable to the Participant,
according to each enforceable Plan Contract. Assets representing
the value of an Account are owned by the respective Insurers,
Trustees, or co-Trustees holding the assets, although
Participants may have a beneficial ownership interest in those
assets according to this Plan. Any such additional benefits
resulting from a Participant-owner's or Beneficiary-owner's
ownership interest (actual or contingent--forfeitable or
nonforfeitable) are determined by any lettered exhibits to this
Plan and by each enforceable Plan Contract. For purposes of this
Plan section, except during a Suspension Period, the Primary
Employer's Designee acts on behalf of all Employers and is
accountable to each Employer for any Contract proceeds to which
those Employers are entitled; during a Suspension Period, the
Primary Employer's and Primary Employer's Designee's powers
according to this Plan section may be exercised only by the
entity determined according to Plan section 8.07(g).
(b) Division of ownership interest in Plan Contract. The Participant-
-----------------------------------------------
owner or Beneficiary-owner of a Plan Contract owns all rights in
and to that Plan Contract, to the extent that there are any rights
4-1
<PAGE>
that are not otherwise granted to the Employers in this Plan
subsection or in a lettered exhibit to the Plan. Except as
otherwise provided in the Plan and this Plan subsection, the
Employers must not have and may not exercise any right in or to
a Plan Contract that in any way could endanger, defeat, or impair
any of the rights of the Participant-owner or Beneficiary-owner of
the Plan Contract. Because of the Employers' premium payments
described in this Plan, the Employers have certain rights under the
Plan Contracts and have a determinable interest in each Plan
Contract. An Employer's interest in a Plan Contract is not a Plan
asset unless that Employer has allowed or caused a portion of that
interest to be allocated to a Participant's Account according to
this Plan. Unless otherwise provided (including provisions in any
Administrator's Rules), the Employers' interest in and to any Plan
Contract is specifically limited to rights in and to a portion of
the Plan Contract's cash value and a portion of the Plan
Contract's death benefit determined according to this Plan
subsection's paragraphs.
(1) Surrender or cancellation of Plan Contract. Except during
------------------------------------------
a Suspension Period, the Primary Employer's Designee
has the sole right to surrender or cancel a Plan Contract
on any date that is thirty-one days after giving notice in
writing to the Participant-owner or Beneficiary-owner (the
power is suspended or transferred to another Fiduciary
during a Suspension Period). If a Plan Contract is
surrendered or canceled, except during a Suspension
Period, the Primary Employer is entitled to receive the
Employers' cumulative Recoverable Costs less any
indebtedness against the Plan Contract. The recovery of
the amount described in the preceding sentence must not
reduce the death benefit payable under that Participant's
Plan Contracts below the guaranteed salary multiple level.
Except during a Suspension Period, the Primary
Employer's Designee is charged with determining--according to
this Plan--each Employer's (including all assignees of
Employers and of the Primary Employer) interests in each
Plan Contract and causing appropriate distributions to each
Employer and assignee in
4-2
<PAGE>
satisfaction of each Employer's interest in the Plan
Contract in question. Whenever the Primary Employer or
Primary Employer's Designee cannot receive assets or act, as
noted in this paragraph, a substitute Fiduciary is empowered
to act (see Plan articles 8 and 10).
Except to the extent restricted during a Suspension Period,
each Employer may at any time--even before any event
described in this subsection--assign to any person or
entity, including a trust, its right to recover in the future
all or a part of its cumulative Recoverable Costs less any
indebtedness against a Plan Contract. The Participant-
owner or Beneficiary-owner's portion of a Plan Contract's
cash surrender value is payable to the Participant-owner or
Beneficiary-owner or any person designated by the
Participant-owner or Beneficiary-owner. The purpose of
this provision is specifically to provide that, except during
a Suspension Period, the sole and exclusive right to
surrender or cancel a Plan Contract is vested in the
Primary Employer (except as provided in the last sentence
of subsection (a)), and that the Participant-owner or
Beneficiary-owner has no right to cancel or surrender a
Plan Contract.
(2) Death of Participant. Except during a Suspension Period,
--------------------
if a Participant dies, the Primary Employer or any person
designated by the Primary Employer is entitled to receive
the aggregate premiums paid by the Employers on that
Participant's Plan Contracts less any indebtedness against
that Participant's Plan Contracts. The recovery of the
amount described in the preceding sentence must not
reduce the death benefit payable under that Participant's
Plan Contracts below the guaranteed salary multiple level.
Except during a Suspension Period, the Primary
Employer's Designee is charged with
determining--according to this Plan--each Employer's
(including all assignees of Employers and of the Primary
Employer) interests in each Plan Contract and causing
appropriate distributions to each Employer and assignee in
4-3
<PAGE>
satisfaction of each Employer's interest in the Plan
Contract in question. Whenever the Primary Employer or
the Primary Employer's Designee cannot receive assets or
act, as noted in this paragraph, a substitute Fiduciary is
empowered to act (see Plan articles 8 and 10).
Except to the extent restricted during a Suspension Period,
each Employer may at any time--even before any event
described in this subsection--assign to any person or
entity, including a trust, its right to recover in the future
all or a part of its interest less any indebtedness against a
Plan Contract or its portion of the cash surrender value.
Any balance of a Plan Contract's death benefit not
otherwise legally encumbered must be paid directly to the
Beneficiary or Beneficiaries designated according to this
Plan and the Plan Contract by the Participant-owner or
Beneficiary-owner. To the extent not prohibited by the
Plan Contract, and except during a Suspension Period, the
Primary Employer's Designee or the Participant-owner or
Beneficiary owner may change the settlement options of
a Plan Contract at any time during the lifetime of the
Participant and during the sixty days after the Participant
dies, so long as doing so does not adversely affect the
other's rights.
(3) Plan termination. If this Plan terminates as to any
----------------
Participant, the Participant or the Beneficiary-owner of a
Plan Contract on the Participant's life has the right to pay
to the Primary Employer's Designee (except during a
Suspension Period) within sixty-one days after the date of
this Plan's termination, the Employers' cumulative
Recoverable Costs less any indebtedness against the Plan
Contract assumed by the Participant-owner or Beneficiary-
owner. The recovery of the amount described in the
preceding sentence must not reduce the death benefit
payable under that Participant's Plan Contracts below the
guaranteed salary multiple level. Except during a
Suspension Period, the Primary Employer's Designee is
4-4
<PAGE>
charged with determining--according to this Plan--each
Employer's (including all assignees of Employers and of
the Primary Employer) interests in each Plan Contract and
causing appropriate distributions to each Employer and
assignee in satisfaction of each Employer's interest in the
Plan Contract in question. Whenever the Primary
Employer or the Primary Employer's Designee cannot
receive assets or act, as noted in this paragraph, a
substitute Fiduciary is empowered to act (see Plan
articles 8 and 10).
Except to the extent restricted during a Suspension Period,
each Employer may at any time--even before any event
described in this subsection--assign to any person or
entity, including a trust, its right to recover in the future
all or a part of its interest less any indebtedness against a
Plan Contract.
Upon receipt of the Employers' entitlement according to
this Plan section by the Primary Employer, the Primary
Employer's Designee, an Employer, an Employer's
assignee (including the Primary Employer's assignee), or
any combination of those entities, the Primary Employer
must cause each Employer to execute an appropriate
instrument of release (which may be accomplished by
agents or others with powers of attorney) so that all
appropriate rights in the Plan Contract are released to the
Participant-owner or Beneficiary-owner.
If the Participant-owner or Beneficiary-owner fails to pay
to the Primary Employer's Designee the amount specified
in the first sentence of this Plan paragraph (the sentence
ending with: "the Employers' cumulative Recoverable
Costs . . . assumed by the Participant-owner or
Beneficiary-owner.") within sixty-one days after the date
of the Plan's termination, except during a Suspension
Period, the Primary Employer (or other recipient of the
payment described next) must refund to the Participant-
owner or Beneficiary-owner that part of any payment
4-5
<PAGE>
made by the Participant-owner or Beneficiary-owner for
the unexpired portion of the premium payment period in
which the Plan's termination occurred.
After that sixty-one-day period, the Participant-owner or
Beneficiary-owner must execute any or all instruments
that may be required to vest full ownership of the
Participant's Plan Contract in the Employers or the
Employers' assignees, which may take the Plan Contract
out of the category of assets that are Plan assets. After
that, the Participant-owner or Beneficiary-owner has no
further interest in the Plan Contract.
(4) End of participation. Except during a Suspension Period,
--------------------
if a Participant ceases to be a Participant for reasons other
than death, disability, or Retirement (the Plan allows a
disabled or Retired Participant to continue the shared
ownership of the Plan Contracts until a "Roll-out" occurs),
the Employers may recover their cumulative Recoverable
Costs less any indebtedness against that Participant's Plan
Contracts. The recovery of the amount described in the
preceding sentence must not reduce the death benefit
payable under that Participant's Plan Contracts below the
guaranteed salary multiple level. If the Employers'
recovery entitlement equals or exceeds the Plan Contract's
value, then in lieu of action to recover assets from an
Insurer, the Primary Employer's Designee may cause the
Plan to transfer or otherwise relinquish any interests in the
Plan Contract, leaving the Participant-owner or
Beneficiary-owner as the sole owner of the Plan Contract.
Whenever the Primary Employer or the Primary
Employer's Designee cannot receive assets or act, as noted
in this paragraph, a substitute Fiduciary is empowered to
act (see Plan articles 8 and 10). Except to the extent
restricted during a Suspension Period, each Employer may
at any time--even before any event described in this
subsection--assign to any person or entity, including a
trust, its right to recover in the future all or part of its
cumulative Recoverable Costs less any indebtedness
4-6
<PAGE>
against any Plan Contract. The recovery of the amount
described in the preceding sentence must not reduce the
death benefit payable under that Participant's Plan
Contracts below the guaranteed salary multiple level.
Whenever the Primary Employer or the Primary
Employer's Designee cannot receive assets or act, as noted
in this paragraph, a substitute Fiduciary is empowered to
act (see Plan articles 8 and 10).
(5) Changing Plan Contract's dividend option. Except during
----------------------------------------
a Suspension Period, the Primary Employer's Designee
has the sole right, subject to other Plan Contract
provisions, to change a Plan Contract's dividend option.
Whenever the Primary Employer or the Primary
Employer's Designee cannot receive assets or act, as noted
in this paragraph, a substitute Fiduciary is empowered to
act (see Plan articles 8 and 10).
(6) Changing Plan Contract's Nonforfeiture or automatic
---------------------------------------------------
premium loan provisions. Except during a Suspension
-----------------------
Period, the Primary Employer's Designee and the
Participant-owner or Beneficiary-owner must act jointly to
elect or change any Nonforfeiture and automatic premium
loan provisions of a Plan Contract. Whenever the Primary
Employer or the Primary Employer's Designee cannot
receive assets or act, as noted in this paragraph, a
substitute Fiduciary is empowered to act (see Plan
articles 8 and 10).
(7) Roll-out of Plan Contract. If a Plan Contract is still in
-------------------------
effect on the relevant date, then on the later of (i) a Plan
Contract's fifteenth anniversary date or any earlier
anniversary date (at the Primary Employer's Designee's
sole discretion), (ii) the Employee's Retirement (unless
upon Retirement, the Participant-owner or
4-7
<PAGE>
Beneficiary-owner elects to continue the divided ownership
of the Contract--as allowed in this Plan), or (iii) the
Employee's Disability (unless, upon a determination that the
Employee has become Disabled, the Participant-owner or
Beneficiary-owner elects to continue the divided ownership
of the Contract--as allowed in this Plan), and except during
a Suspension Period, the Primary Employer may recover the
cumulative premiums paid by the Employers on that
Participant's Plan Contracts less any indebtedness against
the Plan Contract assumed by the Participant-owner or
Beneficiary-owner. The recovery of the amount described in
the preceding sentence must not reduce the death benefit
payable under that Participant's Plan Contracts below the
guaranteed salary multiple level.
After the Primary Employer's Designee's recovery
according to this Plan, that Plan Contract then belongs to
the Participant-owner or Beneficiary-owner, and the
Primary Employer's Designee must cause each Employer
then to execute an appropriate instrument of release
(which may be accomplished by agents or others with
powers of attorney) so that all rights in the Plan Contract
are released to Participant-owner or Beneficiary-owner.
Except during a Suspension Period, the Primary
Employer's Designee is charged with
determining--according to this Plan--each Employer's
(including all assignees of Employers and of the Primary
Employer) interests in each Plan Contract and causing
appropriate distributions to each Employer and assignee in
satisfaction of each Employer's interest in the Plan
Contract in question. Whenever the Primary Employer or
the Primary Employer's Designee cannot receive assets or
act, as noted in this paragraph, a substitute Fiduciary is
empowered to act (see Plan articles 8 and 10).
Except to the extent restricted during a Suspension Period,
each Employer may at any time--even before any event
described in this subsection--assign to any person or
entity, including a trust, its right to recover in the future
all or a part of its interest less any indebtedness against a
Plan Contract.
4.02. Loss of Benefits
----------------
4-8
<PAGE>
(a) Failure to pay Mandatory Contribution. The Primary Employer's
-------------------------------------
Designee may cause a Plan Contract to be canceled or may cause
the Plan Contract to be otherwise removed from the group of Plan
assets maintained to provide this Plan's benefits that are or
become death benefits--and that Plan Contract's death benefit
and divided ownership benefit will be lost as a death benefit or
divided ownership benefit of this Plan--if the Participant-owner
or Beneficiary-owner fails to satisfy the associated contribution
requirements of the Plan subsection entitled "Mandatory
Contributions" (see Plan section 3.03(j)). If those contribution
requirements are not satisfied, the Primary Employer's Designee,
at its discretion but subject to the terms of the Plan Contract,
may take any or all of the actions described in this subsection's
paragraphs.
(1) The Primary Employer's Designee may permit or direct
the Employers to pay or otherwise satisfy the Participant-
owner's or Beneficiary-owner's Mandatory Contribution
in any manner permitted by the Administrator's Rules.
The ownership interests in the Plan Contract must be
adjusted appropriately to reflect the increased Employer
Contribution.
(2) The Primary Employer's Designee may permit or direct
the Employers to cash out the Plan Contract to capture the
Employers' ownership interest in any manner permitted by
the Administrator's Rules.
(3) The Primary Employer's Designee may cause the Plan
Contract to be continued (i.e., the premium paid) but as
funding for Plan benefits that are neither that Participant's
death benefit according to this Plan nor that Participant's
divided-ownership benefit according to this Plan.
(b) Failure to pay Basic Contribution. A Plan Contract will be
---------------------------------
canceled--and its death benefit will be lost--if the Employers fail
to satisfy or cause to be satisfied (any payment from a source
other than the Employers is deemed to have been caused by the
Employers) the Plan Contract premium payment contribution
4-9
<PAGE>
requirements of the Plan section entitled "Basic Contribution" (see
Plan section 3.05). If a Participant is notified by the
administrator of the Crestar Financial Corporation Premium
Assurance Plan that those contribution requirements have not
been satisfied for one of that Participant's Plan Contracts, the
Participant-owner or Beneficiary-owner of that Plan Contract,
subject to the terms of the Plan Contract, may take any or all of
the actions described in this subsection's paragraphs.
(1) The Participant may pay the amount of the Employers'
Basic Contribution by causing that Contract's Insurer to
draw on the Employers' ownership interest in the Plan
Contract or otherwise as permitted by the Administrator's
Rules.
(2) To the extent that the ability to decide will not result in
any unexpected constructive receipt or economic benefit
for the Participant-owner or Beneficiary-owner, he may
direct that the Plan Contract be terminated in any manner
that he determines will preserve for himself the greatest
benefit. To the extent that the ability to decide will result
in any unexpected constructive receipt or economic benefit
for the Participant-owner or Beneficiary-owner, he may
not decide, and the Administrator must decide the manner
in which to terminate the Plan Contract to preserve the
greatest benefit for the Participant-owner or Beneficiary-
owner.
(c) Plan termination or end of participation. If this Plan is
----------------------------------------
terminated as to a Participant or if a Participant ceases to be a
Participant as described in the Plan subsection entitled
"Changing to non-Covered Employee" (see Plan section 2.02(a)),
each Plan Contract on that Participant's life will be canceled or
otherwise removed from the group of Plan assets maintained to
provide this Plan's benefits that are or become death
benefits--and its death benefit and divided-ownership benefit will
be lost--unless the Participant or the Beneficiary-owner of that
Plan Contract elects to continue the Contract and accomplishes
that according to Plan section 4.01(b)(3) or (4). Such an
election must be made within
4-10
<PAGE>
the time limits in the Administrator's Rules. To continue the
Contract, the Participant-owner or Beneficiary-owner must make
the contribution described in Plan section 4.01(b)(3) within the
time limits in the Administrator's Rules. Upon that contribution,
the Primary Employer's Designee must cause each Employer to
release its rights in the Plan Contract to the Participant-owner
or Beneficiary-owner.
4.03. Suspension Periods
------------------
This Plan article 4 reserves to the Primary Employer and the Primary
Employer's Designee certain discretionary authority and powers;
however, all Primary Employer and the Primary Employer's Designee
powers are exercised by other Fiduciaries according to this Plan during
a Suspension Period. A reference to the Primary Employer or Primary
Employer's Designee in this Plan article 4 in the context of a power is,
during any Suspension Period, a reference to the Fiduciary authorized to
exercise that power.
4.04. General Allocation Rules and Limitations
----------------------------------------
(a) General limits. According to this section, a Participant's Account
--------------
is not credited with Annual Additions for any Plan Year in excess
of the limits in this section. If necessary, the Administrator
must make Suspense Account allocations as provided in this
section. In addition, all allocations under this Plan are limited
under subsection (b).
(b) Deductibility limitation. Except as to any amount for which the
------------------------
Primary Employer's Designee has stipulated otherwise for a
Participant for that Plan Year, and except for nondiscretionary
contributions according to subsection (a) of the Plan section
entitled "Basic Contribution" (see Plan section 3.05), Annual
Additions from Transfer Contributions and Annual Additions
attributable to Basic Contributions and Matching Contributions
that result in Nonforfeitable Earned Benefits other than the Plan's
insured death benefit for any Plan Year must not total more than
the amount the Employers are permitted to deduct for that Plan
Year under Code sections 419, 404(a)(5), and 162 for this Plan.
4-11
<PAGE>
(c) Unallocated assets. With four exceptions, all Employer
------------------
contributions to this Plan are unallocated and remain in the
Employer Contribution Suspense Account until they are allocated
according to this Plan, including this Plan article 4 and any
Administrator's Rules.
The exceptions are for:
(1) any direct payments to Insurers or to Participants or
Beneficiaries of Plan Contract premiums or other benefits;
(2) contributions in the form of Employer or Employee
premium payments directly to Insurers (to the extent that
such payments are not inconsistent with the provisions of
this Plan) from Employers or on behalf of a Participant;
(3) Transfer Contributions used for Contract premium
payments; and
(4) contributions by or on behalf of Participants, to the extent
that the contribution exceeds that Participant's total
Mandatory Contribution due before the contribution.
Unallocated Plan assets or contributions, including amounts in
Suspense Accounts, and income on those assets or contributions,
are allocated only as described in this Plan article 4 and in any
Administrator's Rules. Until allocated to his Account, those
assets are not part of a Participant's Account and are not part of
his Earned Benefit. These allocation rules do not apply to normal
income or expense crediting on previously allocated assets, but
these allocation rules do apply to income crediting on assets
previously allocated to the Income Suspense Account.
(d) Non-cash contributions. Allocations of non-cash contributions are
----------------------
made based on the fair-market value of those assets when
received by an Insurer, a Trustee, or a co-Trustee or at the most
recent Valuation Date, whichever is later.
4-12
<PAGE>
(e) Maximum Annual Addition limitations. Except as the
-----------------------------------
Administrator determines is appropriate after a nondiscretionary
contribution is made according to subsection (a) of the Plan
section entitled "Basic Contribution" (see Plan section 3.05), and
as otherwise specifically provided in this Plan, or as determined
for any Plan Year by the Primary Employer's Designee, Annual
Additions to the Nonforfeitable portion of a Participant's Account
do not exceed the amount to be paid to that Participant under this
Plan during that Plan Year. Annual Additions to a Participant's
Account also may be limited by the Primary Employer's Designee
or by the Administrator according to limitations announced on
behalf of the Primary Employer by the Primary Employer's
Designee or by the Administrator in Administrator's Rules.
(f) Special Annual Addition allowances and limitations. By
--------------------------------------------------
announcement confirmed in writing to the Administrator, to an
Insurer, or to a Trustee or co-Trustee, the Primary Employer's
Designee may allow Annual Additions to a Participant's Account
in excess of or may set an Annual Addition limitation that is less
than the amounts allowed in subsection (e) of this section. The
Annual Addition limitations under subsection (e) of this section
and the Annual Addition allowances under this subsection may
distinguish between any Participant and another Participant on
any legal basis.
(g) Limitation related to excise taxes. Except during a Suspension
----------------------------------
Period or unless otherwise directed by the Primary Employer's
Designee with knowledge of the excise tax potential, effective
until contrary announcement by the Primary Employer's
Designee, no Annual Addition is permitted to the extent that it
provokes an excise tax on an Employer.
(h) The Excess-addition Suspense Account. Except as provided in
------------------------------------
this Plan for Excess Annual Additions attributable to Voluntary
Contributions or Mandatory Contributions, a Participant's Excess
Annual Additions must be immediately placed in a Suspense
Account and must immediately result in an increase in the appro-
priate portions of that Participant's Plan Liability Account.
Except as provided in this Plan for Excess Annual Additions
4-13
<PAGE>
attributable to Voluntary Contributions or Mandatory
Contributions, until contrary announcement by the Primary
Employer's Designee, the Excess Annual Additions may not be
distributed to Participants or former Participants but must be
allo-cated at the Primary Employer's Designee's direction to the
Employer Contribution Suspense Account or to an Employer-
designated Suspense Account or, at the Administrator's direction
or at the direction of the Primary Employer's Designee, the
assets may be allocated to Participants' individual Accounts from
the Excess-addition Suspense Account and in reduction of the
affected Participants' Plan Liability Accounts, but only to the
extent that the allocation does not result in Excess Annual
Additions. For any Plan Year in which an Excess-addition Suspense
Account exists according to this section, the Excess-addition
Suspense Account is credited with investment gains and losses as
if it were a Participant's Account. For purposes of an Excess-
addition Suspense Account, the Primary Employer's Designee, an
Employer, or any other contributor may designate at the time of
contribution or otherwise as allowed by any Administrator's Rules
that a contribution (including or excluding earnings or proceeds)
may not be returned to its contributor or that there are
limitations on the return or transfer of a contribution
(including or excluding earnings or proceeds). For example, it is
possible that some or all of the recoverable premiums paid as
contributions by an Employer would have been assigned to another
part of the trust holding any Trust Fund, to be applied to pay
benefits under another plan--such as the Crestar Financial
Corporation Premium Assurance Plan.
Except as to contributions designated according to the preceding
sentence, if this Plan terminates while an Excess-addition
Suspense Account exists within a Trust Fund or at a similar,
separate fund governed by a Plan Contract, the Administrator
must cause all allocations necessary to eliminate Plan Liability
Accounts, and then the remaining portion of the Excess-addition
Suspense Account must be treated as not part of the Plan assets
and must be returned to the General Fund within the Welfare
Trust Fund within the Crestar Financial Corporation OMNI Trust.
4-14
<PAGE>
4.05. Accounts
--------
(a) Suspense Accounts. Whenever it is necessary to avoid exceeding
-----------------
the Plan's Annual Addition allocation limits, the Administrator
must cause an Excess-addition Suspense Account and
corresponding Plan Liability Accounts to be established for
contributions which, if allocated as Annual Additions, would
exceed this Plan's Annual Addition allocation limits. When the
Primary Employer's Designee designates that assets contributed
to the Plan or held by the Plan must be held in a Suspense
Account, the Administrator must cause an Employer-designated
Suspense Account to be established and cause all assets so desig-
nated to be allocated to that Suspense Account. If there is a
transfer of assets to this Plan and that transfer involves assets
that exceed liabilities transferred at the same time, the Primary
Employer's Designee must cause the creation of an Employer-
designated Suspense Account, and then the Administrator must
cause those excess transferred assets to be allocated to that
Suspense Account. For any portion of any contribution other than
a contribution that soon results in a transfer of assets with the
same (or greater) value out of the Plan's assets (a distribution
of benefits, for example), the Primary Employer's Designee must
cause the separate allocation (within this Plan) of the income
portion of assets contributed. When the Primary Employer's
Designee causes the separate allocation of an income portion of
an asset, the Administrator must cause an Income Suspense Account
to be established and must cause all Primary Employer's Designee-
designated income portions of assets to be allocated to that
Suspense Account. For any Participant Contribution, and for the
Participant Contribution component of any Transfer Contribution,
except to the extent that the Primary Employer's Designee has
directed that the income portion of the contribution be
transferred elsewhere (including transfers within the Crestar
Financial Corporation OMNI Trust Fund) before the asset in
question is transferred to this Plan, the Administrator must
cause the separate allocation of the principal and income
portions of assets contributed or transferred by causing the
principal to be allocated to Participant Accounts or to an
Employer-designated Suspense Account (creating corresponding Plan
Liability
4-15
<PAGE>
Accounts if that is not inappropriate according to this Plan) and
by causing the income portions of such assets to be allocated to
the Income Suspense Account. A Suspense Account is not a
Participant's Account, but it is credited with Trust Fund
earnings as if it were a Participant's Account.
(b) Named Accounts generally. As required for appropriate record-
------------------------
keeping, the Administrator must establish and name additional
Accounts or subaccounts reflecting the Plan's benefits for each
Participant according to this Plan's lettered exhibits describing
separate benefit structures and reflecting interests in Plan assets
(i.e., Earned Benefits) for each Participant. Distributions made
to a Participant must be charged against the Participant's
Account or subaccount from which they are drawn. According to
allocations made, Forfeitures announced, and distributions paid,
the Administrator must cause each Participant's Accounts and sub-
accounts to be credited and debited with all appropriate amounts,
including contributions, investment gains and losses, and
distributions.
(c) Plan Liability Accounts. As an analogue for each portion of his
-----------------------
Employer Contribution Account and his After-tax Savings
Account, each Participant has a bookkeeping record that is a Plan
Liability Account. A Plan Liability Account holds no assets and
is not part of a Participant's Earned Benefit, but it does
represent an entitlement to an Earned Benefit--although the
entitlement may be contingent upon a Mandatory Contribution.
Except for allocations that this Plan's terms require as
reductions of Plan Liability Accounts, a Plan Liability Account
does not represent any unconditional right or claim to Plan
assets. Even in those events of required allocations, a Plan
Liability Account does not represent a claim that cannot be
reduced or eliminated by the Primary Employer's Designee's
announcement, unless the Primary Employer's Designee has
announced (in the form of a lettered Plan exhibit) that a
specified portion of an identified Plan Liability Account cannot
be reduced without the Participant's consent or unless that
portion of the Plan Liability Account would result in an
allocation that is Nonforfeitable or would be Nonforfeitable upon
the completion of related Mandatory Contributions. Even as to
such Plan Liability Accounts that
4-16
<PAGE>
cannot be reduced, there is no right or claim to Plan assets
until the allocation required by this Plan occurs, and if there
are insufficient Plan assets to satisfy a required allocation
when it is required, the Plan Liability Account is not a right or
claim to other assets. All Plan Liability Accounts are
extinguished after any asset allocations required by this Plan's
termination. By announcement (whether or not the announcement
indicates some amount that cannot be reduced without the
Participant's consent), the Primary Employer's Designee may
increase any portion of any Participant's Plan Liability Account
at any time.
(d) Employer Contribution Accounts. The Administrator must
------------------------------
establish and maintain an Employer Contribution Account for
each Participant. Each Participant's allocations attributable to
Employer contributions and other appropriate adjustments must be
credited and debited to his Employer Contribution Account or to
the appropriate portion of his Employer Contribution Account.
Employer contributions in the form of premiums paid for the
Contracts and Plan Contracts providing this Plan's death benefits
or Employer contributions immediately applied to pay such
premiums are not Plan assets and are not part of any Employer
Contribution Account.
(e) Accounts that make up Employer Contribution Account. As the
---------------------------------------------------
related allocations are made under the Plan, the Administrator
must establish and maintain for each Participant, as appropriate,
identified Accounts that make up the Employer Contribution
Account. Those Accounts might include a Supplemental Account,
a Transfer Account, a Pre-tax Savings Account, or any Named
Account identified in any Administrator's Rules. Each Partici-
pant's allocations attributable to Employer contributions and other
appropriate adjustments must be credited to the appropriate named
Account that is part of his Employer Contribution Account, in the
manner described in the following numbered paragraphs.
(1) After applying all amounts necessary from Basic
Contributions to satisfy unpaid-but-due premium
requirements for the Contracts and Plan Contracts
providing this Plan's death benefits, and to the extent that
4-17
<PAGE>
the Primary Employer's Designee does not direct
remaining amounts to be allocated to a Suspense Account,
any Participant's allocations--if there are any--attrib-
utable to Basic Contributions and other appropriate
adjustments are determined by the Primary Employer's
Designee and must be credited as directed by the Primary
Employer's Designee or as directed by the Administrator
according to Administrator's Rules and with the consent
of the Primary Employer's Designee to that Participant's
Supplemental Account or to any Named Account.
(2) After applying all amounts necessary from Basic
Contributions to satisfy unpaid-but-due premium
requirements for the Contracts and Plan Contracts
providing this Plan's death benefits, and to the extent that
the Primary Employer's Designee does not direct
remaining amounts to be allocated to a Suspense Account,
any Participant's allocations attributable to Matching
Contributions and other appropriate adjustments are
determined by the Primary Employer's Designee and must
be credited as directed by the Primary Employer's
Designee or as directed by the Administrator according to
Administrator's Rules and with the consent of the Primary
Employer's Designee to that Participant's Supplemental
Account or to any Named Account, as determined by the
provisions of this Plan article.
4.06. Formula Allocations
-------------------
(a) General. For each Plan Year or for any pay period, the Primary
-------
Employer's Designee may announce a formula (which may be an
aggregation of formulas, each related to one Participant's benefit
or portion of a benefit) for allocations under this Plan for any
section in this Plan article 4. The Primary Employer's Designee
must communicate each announcement to the Administrator. The
Primary Employer's Designee may provide a predetermined
formula (which may be an aggregation of formulas, each related
to one Participant's benefit or portion of a benefit) for
allocations for any Plan section by submitting a Program of
Allocations to
4-18
<PAGE>
the Administrator. To the extent that the Primary Employer's
Designee submits a formula for any Plan section that would cause
an allocation that could not be made according to that Plan
section if no formula had been submitted, the formula must not be
honored.
(b) Program of Allocations. To implement the provisions of
----------------------
subsection (a) of this section, the Primary Employer's Designee
submits to the Administrator a Program of Allocations following
a form like the exhibit attached to this Plan article 4. A Program
of Allocations is an exhibit that is part of this Plan, determining
potential benefits by identifying each Participant and each section
of this Plan article 4 to which it applies and may further identify
the form of the specified allocation (whether in cash or in kind)
or any particular Plan asset that is to be allocated. As to
allocations that have not yet occurred, the Primary Employer's
Designee may amend any Program of Allocations previously
submitted by submitting a revised Program of Allocations to the
Administrator.
(c) Notices required. If the Primary Employer's Designee submits a
----------------
revised Program of Allocations according to subsection (b) of this
section, the Administrator must notify each Participant--except
for Participants whose programmed allocation is unchanged. The
notice may be at the Administrator's convenience, but it must be
in writing and delivered before any further allocations are made
to any Participant's Account. Each Participant's written notice
must state the amount of that Participant's programmed allocation
according to the Program of Allocations previously submitted and
according to the revised Program of Allocations.
4.07. Basic Contribution Allocations
------------------------------
(a) Formula allocations. This Plan section applies only to the portion
-------------------
of any Basic Contribution subject to the allocation directions of
the Primary Employer's Designee according to Plan section
4.05(e)(1). For each Plan Year or for any pay period, the Primary
Employer's Designee may announce a formula (which may be an
aggregation of formulas, each related to one
4-19
<PAGE>
Participant's benefit or portion of a benefit) for allocations
under this section. As of the day before the Administrator makes
allocations under this section, if a Program of Allocations
according to Plan section 4.06 applies to this section, the
Administrator must cause allocations accordingly. Absent a
predetermined formula allocation for this section in a Program of
Allocations according to the Plan section entitled "Formula
Allocations" (see Plan section 4.06), the Administrator must
cause the allocations ordered by the Primary Employer's Designee
and otherwise as described in this section.
(b) Primary Employer's Designee designation. If an Employer causes
---------------------------------------
or allows a Basic Contribution, the Primary Employer's Designee
may designate that all or any part of any Basic Contribution be
allocated to the Participants' Accounts as described in any one or
more of this subsection's paragraphs.
(1) The Primary Employer's Designee may designate that the
Basic Contribution be allocated to any of a Participant's
Named Accounts.
(2) The Primary Employer's Designee may designate that the
Basic Contribution be allocated to any Participant's
Supplemental Account.
(c) Failure to designate. If an Employer causes or allows a Basic
--------------------
Contribution and the Primary Employer's Designee fails to
designate how that contribution is to be allocated according to
one or more of the paragraphs in subsection (b), the Basic
Contribution must be allocated to an Employer-designated
Suspense Account selected by the Primary Employer's Designee.
4.08. Matching Contribution Allocations
---------------------------------
(a) Formula allocations. This Plan section applies only to the portion
-------------------
of any Matching Contribution subject to the allocation directions
of the Primary Employer's Designee according to Plan section
4.05(e)(2). For each Plan Year or for any pay period, the Primary
Employer's Designee may announce a formula (which
4-20
<PAGE>
may be an aggregation of formulas, each related to one
Participant's benefit or portion of a benefit) for allocations
under this section. As of the day before the Administrator makes
allocations under this section, if a Program of Allocations
according to the Plan section entitled "Formula Allocations" (see
Plan section 4.06) applies to this section, the Administrator
must cause allocations accordingly. Absent a predetermined
formula allocation for this section in a Program of Allocations
according to the Plan section entitled "Formula Allocations" (see
Plan section 4.06), the Administrator must cause the allocations
ordered by the Primary Employer's Designee and otherwise as
described in this section.
(b) Primary Employer's Designee's designation. If an Employer
-----------------------------------------
causes or allows a Matching Contribution, the Primary
Employer's Designee may designate that all or any part of any
Matching Contribution be allocated to the Participants' Accounts
as described in any one or more of this subsection's paragraphs.
(1) The Primary Employer's Designee may designate that the
Matching Contribution be allocated to any of a
Participant's Named Accounts.
(2) The Primary Employer's Designee may designate that the
Matching Contribution be allocated to any Participant's
Supplemental Account.
(c) Failure to designate. If an Employer causes or allows a Matching
--------------------
Contribution but fails to designate how that contribution is to be
allocated according to one or more of the paragraphs in
subsection (b), the Matching Contribution must be allocated as a
Basic Contribution according to the Plan section entitled "Basic
Contribution Allocations" (see Plan section 4.07) for the Plan
Year or other pay period for which the Matching Contribution is
made.
4.09. Employee After-tax Contribution Allocations
-------------------------------------------
4-21
<PAGE>
This Plan section becomes effective as to Voluntary Contributions after
the Administrator, at the direction of the Primary Employer's Designee,
announces that the Participants may make Voluntary Contributions for a
Plan Year; this Plan section is always effective as to Mandatory
Contributions. Nothing in this section, however, results in an Earned
Benefit for a Participant in an amount less than that required by ERISA
section 204(c)(2)(A). If a Participant makes Mandatory Contributions or
elects during the Plan Year to make Voluntary Contributions according
to this Plan, the Administrator must direct that any such amounts be
allocated and applied to Contracts and Plan Contracts to the extent
necessary to satisfy unpaid-but-due premium requirements for the
Contracts and Plan Contracts providing this Plan's death benefits. To
the extent that a Participant's Contributions are allocated and
applied as provided in the preceding sentence, that Participant's
interest in the Contracts or Plan Contracts increases. Any remaining
amount must be allocated to the Participants' After-tax Savings
Accounts. The income interest from each Voluntary Contribution or
Mandatory Contribution must be allocated to the Income Suspense
Account, as indicated in the Plan subsection entitled "Suspense
Accounts" (see Plan section 4.05(a)), except as provided in that
subsection. The assigned income interest must be tracked, however, so
that the value of the interest is reflected in that Participant's Plan
Liability Account and is adjusted annually to reflect gains, losses,
and distributions. By announcement at any time, the Administrator may
cause limits (including a limit of zero) on Voluntary Contributions
allowable for any group of Participants or for any individual
Participant.
4.10. Allocations from Employer-designated Suspense Account
-----------------------------------------------------
(a) Formula allocations. For each Plan Year or for any pay period,
-------------------
the Primary Employer's Designee may announce a formula
(which may be an aggregation of formulas, each related to one
Participant's benefit or portion of a benefit) for allocations
under this section. As of the day before the Administrator makes
allocations under this section, if a Program of Allocations
according to the Plan subsection entitled "Formula Allocations"
(see Plan section 4.06) applies to this section, the
Administrator must cause allocations accordingly. Absent a
predetermined formula allocation for this section in a Program of
Allocations
4-22
<PAGE>
according to the Plan subsection entitled "Formula Allocations"
(see Plan section 4.06), the Administrator must cause the
allocations ordered by the Primary Employer's Designee and
otherwise as described in this section.
(b) Primary Employer's Designee's designation. If there is an
-----------------------------------------
Employer-designated Suspense Account, the Primary Employer's
Designee may designate that all or any part of the Employer-
designated Suspense Account be allocated to the Participants'
Accounts as described in any one or more of this subsection's
paragraphs.
(1) The Primary Employer's Designee may designate that any
amount or any asset be allocated from an Employer-
designated Suspense Account to any of a Participant's
Accounts to the extent that there is a concurrent reduction
in that Participant's Plan Liability Account.
(2) The Primary Employer's Designee may designate that any
amount or any asset be allocated from an Employer-
designated Suspense Account to any Participant's
Supplemental Account.
(3) The Primary Employer's Designee may designate that any
amount or any asset be allocated from an Employer-
designated Suspense Account to any of a Participant's
Named Accounts.
(c) Failure to designate. If there is an Employer-designated Suspense
--------------------
Account but the Primary Employer's Designee fails to designate
how any amount or any asset is to be allocated from that
Suspense Account according to one or more of the paragraphs in
subsection (b), that amount or asset remains in the Employer-
designated Suspense Account.
4.11. Allocations from Income Suspense Account
----------------------------------------
(a) Formula allocations. For each Plan Year or for any pay period,
-------------------
the Primary Employer's Designee may announce a formula
4-23
<PAGE>
(which may be an aggregation of formulas, each related to one
Participant's benefit or portion of a benefit) for allocations
under this section. As of the day before the Administrator makes
allocations under this section, if a Program of Allocations
according to the Plan subsection entitled "Formula Allocations"
(see Plan section 4.06) applies to this section, the
Administrator must cause allocations accordingly. Absent a
predetermined formula allocation for this section in a Program of
Allocations according to the Plan subsection entitled "Formula
Allocations" (see Plan section 4.06), the Administrator must
cause the allocations ordered by the Primary Employer's Designee
and otherwise as described in this section.
(b) Primary Employer's Designee's designation. If there is an alloca-
-----------------------------------------
tion to the Income Suspense Account, the Administrator must
create one or more subaccounts within the Income Suspense
Account so that the source and year of each allocation to the
Income Suspense Account may be identified. The Primary
Employer's Designee may designate that all or any part of any
sub-account within the Income Suspense Account be allocated to
the Participants' Accounts as described in any one or more of this
subsection's paragraphs.
(1) The Primary Employer's Designee may designate that any
amount be allocated from any sub-account within the
Income Suspense Account to any other Account without
reducing any Participant's Plan Liability Account.
(2) The Primary Employer's Designee may designate that any
amount be allocated from any sub-account within the
Income Suspense Account to any Participant's Supple-
mental Account.
(3) The Primary Employer's Designee may designate that any
amount be allocated from any sub-account within the
Income Suspense Account to any Participant's After-tax
Savings Account with or without reducing that Partici-
pant's Plan Liability Account.
4-24
<PAGE>
(4) The Primary Employer's Designee may designate that any
amount be allocated from any sub-account within the
Income Suspense Account to any of a Participant's Named
Accounts.
(c) Failure to designate. If there is an Income Suspense Account but
--------------------
the Primary Employer's Designee fails to designate how any
amount is to be allocated from any sub-account within the Income
Suspense Account according to one or more of the paragraphs in
subsection (b), that amount remains in the Income Suspense
Account.
4-25
<PAGE>
EXHIBIT FOR ARTICLE 4
Program of Allocations
================================================================================
According to Plan section 4.06, the Sponsor's Designee
may change this Program of Allocations at any time
================================================================================
I. As to Plan section 4.07:
A. The first $____________ of allocations is:
Participant Amount
----------- ------
xxxxxxxxxxx xxxxxx
xxxxxxxxxxx xxxxxx
B. The next $_____________ of allocations is:
Participant Amount
----------- ------
xxxxxxxxxxx xxxxxx
xxxxxxxxxxx xxxxxx
C. All other allocations up to $___________ are pro-rata per balance
created in the preceding allocations.
D. All other allocations are determined according to the terms of
Plan section 4.07.
II. As to Plan section 4.08:
A.
B.
C.
D.
================================================================================
According to Plan section 4.06, the Sponsor's Designee
may change this Program of Allocations at any time
================================================================================
4-26
<PAGE>
EXHIBIT FOR ARTICLE 4
Program of Allocations
================================================================================
According to Plan section 4.06, the Sponsor's Designee
may change this Program of Allocations at any time
================================================================================
III. As to Plan section 4.10:
A. The first $____________ of allocations is:
Participant Amount
----------- ------
xxxxxxxxxxx xxxxxx
xxxxxxxxxxx xxxxxx
B. The next $_____________ of allocations is:
Participant Amount
----------- ------
xxxxxxxxxxx xxxxxx
xxxxxxxxxxx xxxxxx
C. All other allocations up to $___________ are pro-rata per balance
created in the preceding allocations.
D. All other allocations are determined according to the terms of
Plan section 4.10.
IV. As to Plan section 4.11:
A. The first $____________ of allocations is:
Participant Amount
----------- ------
xxxxxxxxxxx xxxxxx
xxxxxxxxxxx xxxxxx
================================================================================
According to Plan section 4.06, the Sponsor's Designee
may change this Program of Allocations at any time
================================================================================
4-27
<PAGE>
EXHIBIT FOR ARTICLE 4
Program of Allocations
================================================================================
According to Plan section 4.06, the Sponsor's Designee
may change this Program of Allocations at any time
================================================================================
B. The next $_____________ of allocations is:
Participant Amount
----------- ------
xxxxxxxxxxx xxxxxx
xxxxxxxxxxx xxxxxx
C. All other allocations up to $___________ are pro-rata per balance
created in the preceding allocations.
D. All other allocations are determined according to the terms of
Plan section 4.11.
================================================================================
According to Plan section 4.06, the Sponsor's Designee
may change this Program of Allocations at any time
================================================================================
4-28
<PAGE>
ARTICLE 5
VESTING
-------
5.01. Suspension Periods
------------------
This Plan article 5 reserves to the Primary Employer and Primary
Employer's Designee certain discretionary authority and powers; all
Primary Employer and Primary Employer's Designee powers, however,
are exercised by other Fiduciaries according to this Plan during a
Suspension Period. A reference to the Primary Employer or to the
Primary Employer's Designee in this Plan article 5 in the context of a
power is, during any Suspension Period, a reference to the Fiduciary
authorized to exercise that power.
5.02. Nonforfeitable Earned Benefits
------------------------------
(a) Nonforfeitable. This Plan provides the benefits of a Welfare
---------------
Benefit Plan, and the definition of nonforfeitable in ERISA
--------------
section 3(19) does not apply to a Welfare Benefit Plan. For
purposes of this Plan, however, Nonforfeitable has a definition
--------------
similar to the definition in ERISA section 3(19), to be applied
to this Plan's benefits according to the terms of this Plan. As
to any Earned Benefit that is not a Welfare Benefit Plan benefit,
the statutory definition of nonforfeitable in ERISA section 3(19)
--------------
applies--to the extent that the law requires that definition to
apply. The term vested is used interchangeably with
------
nonforfeitable; they mean the same thing.
--------------
(b) Full and partial. Nonforfeitable or vested may apply to all of an
----------------- -------------- ------
Earned Benefit or to part of an Earned Benefit (for example, if
half of a current Earned Benefit of yearly renewable term
insurance were Nonforfeitable, half of the face amount of
protection could be cancelled at any time, but the other half
would continue until the expiration of the term--usually at the
end of the year), as determined according to each relevant Plan
Contract, any relevant Trust Agreement, and the Plan.
5-1
<PAGE>
(c) No reduction or expiration acceleration. If an Earned Benefit is
----------------------------------------
Nonforfeitable or vested, the benefit's expiration cannot be
accelerated, and its quantum cannot be reduced; a Nonforfeitable
term death benefit promise of $100,000 cannot be reduced to less
than $100,000, and it cannot be cancelled before the expiration of
the term of the promise (if the promise has no term or an
indefinite term, for example, a Nonforfeitable death benefit
promise cannot expire and the amount promised cannot be
reduced--except in the case of a benefit that is an Account
balance, in which case, the value of the benefit will go up and
down according to the investment results for the Account).
(d) Not unconditional. The fact that an Earned Benefit is Nonfor-
------------------
feitable or vested does not make its payment unconditional (a
benefit promise for retirement years will never be paid if the
Participant dies before he retires), and the fact that all benefit-
enjoyment conditions have been satisfied does not make an
Earned Benefit Nonforfeitable (an Earned Benefit may be
cancelled if it is not Nonforfeitable--if it is not vested).
(e) Nonforfeitable Accounts. Except to the extent otherwise
------------------------
announced or designated by the Primary Employer's Designee
(which may include announcements naming individuals or
describing classes of Participants or portions of Accounts--such
as Accounts representing benefits that may be reduced (offset) by
payments from a source other than this Plan's assets--but may
not result in a lower Nonforfeitable Account balance than
required according to ERISA section 203(a)), After-tax Savings
Accounts are fully vested (Nonforfeitable). Transfer Accounts,
Supplemental Accounts, and Named Accounts that are designated
by the Primary Employer's Designee as Nonforfeitable are vested
(Nonforfeitable) after that designation to the extent specified in
that designation. Any designations by the Primary Employer's
Designee according to the preceding sentences may grant full
vesting or conditional vesting (including vesting conditioned on
Mandatory Contributions) to any Account of any Participant or
may be accomplished through designations by Account or
Participant classes but may not result in a lower Nonforfeitable
5-2
<PAGE>
Account balance than required according to ERISA
section 203(a).
(f) Full vesting. As required by ERISA section 203(a), a
-------------
Participant's Accounts not listed in the preceding subsection
(including any of his Accounts, to the extent that they are not
designated as Nonforfeitable when they are created or later) are
fully vested (Nonforfeitable) not later than the date that he
attains Normal Retirement Age or, if earlier, not later than the
end of the Plan Year in which the Participant accumulates five
Vesting Credits. Except to the extent previously announced or
otherwise designated by the Primary Employer's Designee, all of
an Active Participant's Accounts are fully vested on the earlier
of the dates described in this subsection's paragraphs.
(1) The Participant's date of death as an Active Participant.
(2) The date on which the Participant becomes Disabled as an
Active Participant.
(g) Nullifying Plan provisions. For any Participant or any portion of
---------------------------
any Participant's Account that is not vested (Nonforfeitable), the
Primary Employer's Designee may determine that any provision
of this Plan dealing with vesting or Forfeitures does not apply or
applies only with special limitations, but only if the result does
not violate ERISA section 203(a). That decision does not require
any Participant's consent and is effected by a written communica-
tion delivered to the Participant and the Administrator.
5.03. Vesting Credits
---------------
(a) One Vesting Credit. For purposes of the next sentence, all of a
-------------------
Participant's Service is counted except for Service that may be
disregarded according to Treasury Regulation section 1.410(a)-
7(d)(2)(ii), as modified for the current period, and is excepted
according to subsection (b). Except as provided in this Plan
section and in this Plan's exhibits, which provisions are never
inconsistent with ERISA section 203(b), for each twelve months
of Service, an individual earns one Vesting Credit. Service is
5-3
<PAGE>
credited and accumulated on the basis of months, whether or not
consecutive (thirty days are deemed to be a month in the case of
the aggregation of fractional months), until twelve months become
a Vesting Credit that is equivalent to a Year of Service to deter-
mine Nonforfeitability. As provided in Labor Regulation sec-
tion 2530.200a-2 and Treasury Regulation section 1.410(a)-
7(d)(1)(iv), an individual's Nonforfeitability is determined by
whole Vesting Credits, and the remaining credited months of
Service are not counted until they total twelve and are a Vesting
Credit. In addition to Vesting Credits earned according to the
preceding two sentences, the Primary Employer's Designee may
grant one or more Vesting Credits to any Participant and to any
Account of that Participant at any time and for any reason.
Nonforfeitable percentages for specific Participants' Accounts are
listed in exhibits to this Plan.
(b) Exceptions. Vesting Credits are not given automatically under
-----------
this Plan section for any Service before this Plan's Effective
Date, for Service in a Plan Year before the individual in
question is Age eighteen, or for any Service described in this
subsection's paragraphs.
(1) An individual's Service with an Affiliate before it is an
Affiliate is disregarded unless that Service occurs while
that entity that becomes an Affiliate is an Employer.
(2) An individual's Service with an Employer before it is an
Employer is disregarded unless that Service is credited
while that entity that becomes an Employer is an Affiliate.
(3) An individual's Service is disregarded after a Vesting
Period of Severance that is a sixty-consecutive-month
period, but only for purposes of determining his
Nonforfeitable interest in the portion of his Employer
Contribution Account that is not described in the Plan
subsection entitled "Nonforfeitable Accounts" (see Plan
section 5.02(e)) and is attributable to the period before his
Vesting Period of Severance.
5-4
<PAGE>
(4) An individual's Vesting Periods of Service excluded under
the Vesting Rule of Parity are disregarded.
(5) An individual's Vesting Periods of Severance do not
create Service for Vesting Credits, except as provided in
the Vesting Service Spanning Rule (a Vesting Break does
not add toward a Vesting Credit).
(6) An individual's Vesting Periods of Service before his
Vesting Break are not considered until after his Vesting
Hold-Out Year.
(7) An individual is not given credit for Service during a
period for which he declined to contribute any amount
required under the Plan as a condition of participation or
as a condition of receiving Employer-paid benefits
(Mandatory Contributions), except as to any portion of a
Participant's Accrued Benefit identified by the Primary
Employer's Designee as not conditioned upon Mandatory
Contributions. The Primary Employer's Designee may
announce and publish Administrator's Rules applying this
paragraph to allow, forbid, or otherwise govern retroactive
Mandatory Contributions for the purpose of "buying"
Vesting Credits for any or all Accrued Benefits (or
amounts that would be Accrued Benefits if those
Mandatory Contributions had been made). This paragraph
may be applied selectively by the Primary Employer's
Designee to any Participant, to any type or portion of an
Account, or to both.
(c) Non-covered work credited. Service in different divisions of an
--------------------------
Employer or with an Affiliate is credited for purposes of this
section, except as provided in subsection (f). Except as may be
provided according to an exhibit mentioned in subsection (a),
unless the Primary Employer's Designee directs otherwise, alloca-
tions to Accounts are not made for any Participant for Plan Years
during which that individual works for an Affiliate or a division
that has not adopted this Plan.
5-5
<PAGE>
5.04. Forfeitable Earned Benefits
---------------------------
An Earned Benefit that is not Nonforfeitable is Forfeitable. The
portion of a Participant's Earned Benefit attributable to Participant
contributions is Nonforfeitable. The portion of a Participant's Earned
Benefit attributable to Employer contributions is Forfeitable. A
Forfeitable Earned Benefit may be cancelled in whole or in part by the
Primary Employer's Designee at any time. The expiration of a
Forfeitable Earned Benefit may be accelerated by the Primary
Employer's Designee at any time. The amount of any benefit payment for
a Forfeitable Earned Benefit may be reduced by the Primary Employer's
Designee at any time.
5.05. Forfeitures
-----------
(a) Basic rules governing time of Forfeiture. Any portion of a
-----------------------------------------
Participant's Account that is vested (Nonforfeitable) cannot be
Forfeited without that Participant's consent (and then only if the
consent is allowed according to ERISA). Except for Forfeitures
with the Participant's consent, this subsection governs the time of
this Plan's Forfeitures. To the extent permissible according to
ERISA section 203, the Primary Employer's Designee may cause
any amount except Nonforfeitable amounts from a Participant's
Accrued Benefit (Account balance, Earned Benefit, or both) to be
Forfeited at any time without any Participant's consent. To the
extent permissible according to ERISA section 203, the Primary
Employer's Designee may cause any Nonforfeitable amount from
a Participant's Accrued Benefit (Account balance, Earned Benefit,
or both) to be Forfeited at any time with the consent of the
Participant whose Earned Benefit or Account is being Forfeited.
After a Participant Separates from Service, each part of his
Employer Contribution Account that is subject to Forfeiture
(taking into consideration the exhibits mentioned in Plan section
5.03(a)) is Forfeited as of the earlier of the dates listed in this
subsection's paragraphs.
(1) The date of the Participant's death.
(2) The last day of the year within any of the Participant's
later Vesting Periods of Severance.
5-6
<PAGE>
If the Plan terminates pursuant to Plan article 8 at any time
except during a Suspension Period, the Forfeitable part (taking
into consideration the exhibits mentioned in Plan section 5.03(a))
of all Accounts is Forfeited as of the date of the Plan's
termination.
(b) Time of distributions in relationship to time of Forfeiture. The
------------------------------------------------------------
Administrator's directions to distribute a Participant's
Nonforfeitable interest in his Account according to Plan article
6 operate independently from this Plan section's operative rule
about the time of Forfeitures after a Participant Separates from
Service. Thus, distributions can be ordered before, after, or at
the same time as a Forfeiture occurs according to this Plan
section.
(c) Allocation of Forfeitures. All Forfeitures must be allocated as
--------------------------
Matching Contributions according to Plan article 4.
5-7
<PAGE>
ARTICLE 6
DISTRIBUTIONS
-------------
6.01. General Provisions on Benefits, Distributions, Transfers
--------------------------------------------------------
(a) Suspension Periods. This Plan article 6 reserves to the Primary
-------------------
Employer and Primary Employer's Designee certain discretionary
authority and powers; all Primary Employer and Primary
Employer's Designee powers, however, are exercised by other
Fiduciaries according to this Plan during a Suspension Period. A
reference to the Primary Employer or to the Primary Employer's
Designee in this Plan article 6 in the context of a power is,
during any Suspension Period, a reference to the Fiduciary
authorized to exercise that power.
(b) Article controls. A distribution occurs when a Plan Contract is
-----------------
transferred wholly to a Participant-owner, Beneficiary-owner,
Employer, or Employer's assignee; or when a Plan Contract is
canceled or surrendered and its proceeds are transferred to or
among a Participant, Beneficiary, Employer, or Employer's
assignee. All distributions according to this Plan are subject to
the provisions of this article.
(c) Administrator authority and discretion. The Primary Employer's
---------------------------------------
Designee may direct the Administrator's actions (in which event,
the Administrator must follow those directions), but a distribution
under this Plan may occur only upon the Administrator's direction
as to the amount and form of disposition of Plan Contracts or
other Plan assets in satisfaction of benefits. As to a Plan
Contract, the Insurer may be directed as to such distributions,
payments, or dispositions only by the Administrator according to
the terms of that Plan Contract. As to any Trust Fund, any
Trustee or co-Trustee may be directed as to such distributions,
payments, or dispositions only by the Administrator according to
the terms of the Trust Agreement governing the Plan assets held
by that Trustee or co-Trustee. The Administrator may exercise
its discretion in implementing any provision in this Plan article
or
6-1
<PAGE>
in implementing any Administrator's Rules about benefits,
distributions, transfers of Trust Fund assets and liabilities, or
transfers of Plan Contracts and liabilities if that exercise of
discretion does not violate any of the other provisions in this
Plan article or in any Administrator's Rules and does not result
in the Plan's failure to satisfy the provisions of Plan section
3.02(b). With the Primary Employer's Designee's consent, the
Administrator may create and publish original, additional, or
revised Administrator's Rules for this Plan article if that
action is consistent with the provisions of this Plan article.
Specifically, to the extent that the Primary Employer's Designee
does not object, the Administrator may create or amend any
Administrator's Rules to implement or change the Plan's operative
rules on distributions in satisfaction of Participants' Earned
Benefits.
(d) Discharge of liability. Any distribution to or on behalf of a
-----------------------
person (or his representative) entitled to payment under the Plan,
to the extent of the payment, is in full satisfaction of all claims
under the Plan against all Insurers, all Trustees and co-Trustees,
the Administrator, each member of any Plan Committee, the
Primary Employer, the Primary Employer's Designee, any
Sponsors, and the Employers. Any person or entity, as a
condition to payment from it or directed by it, may require the
payee-Participant, -Beneficiary, or -legal representative to
execute a receipt and release of the claim in any form determined
by the person requesting the receipt and release.
(e) Plan termination distributions. When the Plan terminates, any
-------------------------------
allocation required by ERISA must be made. As provided in Plan
section 1.05, Plan Contracts and any Trust Fund are the only
sources from which a claimant may satisfy a claim based on
Earned Benefits. After implementing the provisions of this
subsection, providing for payment of any expenses properly
chargeable against any Plan Contract, and confirming compliance
with all other precedent requirements of law, the Administrator
may direct any Insurer and any Trustee or co-Trustee to distribute
any Plan assets remaining, including any reserve or account. A
distribution may be in cash or in kind, despite any other terms of
6-2
<PAGE>
the Plan, and in the manner the Administrator determines, so long
as the distribution is consistent with statutory requirements.
(f) Special distributions allowed. This subsection applies if the Plan
------------------------------
is continued according to this Plan's other terms by a corporation
or any other legal entity merged or consolidated with an
Employer or otherwise succeeding an Employer as a result of any
change in ownership of that Employer or the Employer's assets.
If a Participant continues work with the surviving or purchasing
legal entity but does not qualify to continue as a Participant,
the Administrator must determine the options available--including
the possibility of distributing assets or transferring assets--
that would not render this Plan at any time revocable, invalid,
or inconsistent with the Plan subsection entitled "Qualification
intended" (see Plan section 3.02(b)) and must treat that
Participant's interests in the manner the Administrator deems
most beneficial to that Participant.
(g) Unclaimed benefits. If the inability to determine a payee's
-------------------
identity or whereabouts prevents any holder of Plan Contracts or
other Plan assets from paying any amount to a Participant or
Beneficiary within seven years after the amount becomes payable,
all amounts that would have been payable to that Participant or
Beneficiary must be segregated by that holder and then dealt with
by that holder according to the laws of the state by which this
Plan is governed that pertain to abandoned intangible personal
property held in a fiduciary capacity.
(h) Recapture of payments. By error, it is possible that payments to
----------------------
or on behalf of a Participant or Beneficiary may exceed the
amounts to which the recipient is entitled. When notified of the
error, the recipient must return the excess as directed by the
Administrator. This requirement is limited where explicit
statutory provisions require limitation. To prevent hardship,
repayment under this subsection may be made in installments,
determined in the sole discretion of the Administrator. A
repayment arrangement, however, may not be contrary to law, and
it may not be used as a disguised loan. If any person is author-
6-3
<PAGE>
ized by statute to recover some payments on behalf of the Plan,
no Plan provision may be construed to contravene the statute.
(i) Garnishments. If an individual's entitlement to Earned Benefits
-------------
is garnished or attached by order of any court, then the
Administrator or any holder of Plan Contracts or other Plan assets
involved may bring an action for a declaratory judgment in a
court of competent jurisdiction to determine the proper recipient
of those benefits. Any benefits that become payable while that
action is pending must not be paid or, at the Administrator's
direction, must be paid into the court as they become payable, to
be distributed later by the appropriate holder of Plan assets or by
the court to the recipient determined by the court.
(j) Distributions to minors and incompetents. If the proceeds from
-----------------------------------------
any Plan Contract or any part of any Trust Fund are payable to
a Participant or Beneficiary who is a minor or who, in the
Administrator's opinion, is not capable of making proper
disposition of funds or is not legally capable of giving a valid
receipt and discharge for the assets, that payment may be made
for the benefit of the Participant or Beneficiary to any person
that the Administrator in its discretion designates, including
the guardian or legal representative of the individual, an adult
with whom that individual resides, or in discharge of that
individual's bills. To the extent of any such payments, they are
deemed a complete discharge of any liability for such payment
under the Plan, and any holder of Plan Contracts or any part of
any Trust Fund may make the payments without the intervention of
any guardian or similar fiduciary and without obligation to
require bond or to see to the further application of the
payments.
6.02. Claims
------
(a) Distributions without claims. The Administrator is not required
-----------------------------
to cause a Plan distribution before a claim has been filed, but the
Administrator may cause a Plan distribution before a claim has
been filed if information comes to the Administrator's attention
that indicates that a Participant or a Beneficiary is entitled to a
distribution.
6-4
<PAGE>
(b) Claims to Administrator. Subject to this Plan's provisions on
------------------------
claim reviews, claims for benefits from this Plan must be made
in writing to the Administrator or to any person the Administrator
designates to receive claims. If the Administrator has made
forms available, those forms must be used; otherwise, a claim by
a Participant or a Beneficiary communicated in writing to the
Administrator is satisfactory.
(c) Administrator's response. On receipt of a claim, the
-------------------------
Administrator must respond in writing within ninety days. The
Administrator's first written notice must indicate any special
circumstances requiring an extension of time for the
Administrator's decision. The extension notice must indicate the
date by which the Administrator expects to give a decision. An
extension of time for processing may not exceed ninety days after
the end of the initial ninety-day period.
(d) Denied claims. If a claim is wholly or partially denied, the
--------------
Administrator must give written notice within the time provided
in subsection (c). If notice that a claim has been denied is not
furnished within the time required in subsection (c), the claim is
deemed denied. An adverse notice must be written in a manner
calculated to be understood by the claimant and must include
(1) each reason for denial;
(2) specific references to the pertinent provisions of the Plan,
a Plan Contract, any Trust Agreement, or related
documents on which the denial is based;
(3) a description of any additional material or information
necessary for the claimant to perfect the claim and an
explanation of why that material or information is needed;
and
(4) appropriate information about the steps to be taken if the
claimant wishes to submit the claim for review.
6.03. Review of Claims
----------------
6-5
<PAGE>
(a) Administrator's review. On receiving a claimant's proper written
-----------------------
request for review, the full membership of the Administrator or
a person designated by the Administrator must review any claim
that was denied according to Plan section 6.02. The written
request must be received by the Administrator before sixty-one
days after the claimant's receipt of notice that a claim has been
denied according to that Plan section.
(b) Possible hearing. The Administrator or any designated reviewer
-----------------
must determine whether there will be a hearing. The claimant
and an authorized representative are entitled to be present and
heard at any hearing that is used as part of the review. Before
any hearing, the claimant or a duly authorized representative may
review all Plan documents and other papers that affect the claim
and may submit issues and comments in writing. The Adminis-
trator or reviewer must schedule any hearing to give sufficient
time for this review and submission, giving notice of the schedule
and deadlines for submission.
(c) Review decision time limit. The decision on review must be
---------------------------
furnished to the claimant in writing within sixty days after the
request for review is received, unless special circumstances
require an extension of time for processing. If an extension is
required, written notice of the extension must be furnished to the
claimant before the end of the sixty-day period, and the decision
then must be rendered as soon as possible but not later than
120 days after the request for review was received. The decision
on review must be written in a manner calculated to be
understood by the claimant and must include specific reasons for
the decision and specific references to the pertinent provisions of
the Plan or related documents on which the decision is based. If
the decision on review is not furnished to the claimant within the
time required in this subsection, the claim is deemed denied on
review.
(d) Allowances if a committee reviews. If a review under this
----------------------------------
section is conducted by any committee, including a Plan
Committee, and if that committee has regularly scheduled meetings
at least quarterly, the rules in this subsection govern the
6-6
<PAGE>
time for the decision on review and supersede the rules in the
immediately preceding Plan subsection. If the claimant's written
request for review is received more than thirty days before that
committee's meeting, a decision on review must be made at the
next meeting after the request for review has been received. If
the claimant's written request for review has been received
thirty days or less before a meeting of that committee, the
decision on review must be made at the committee's second meeting
after the request for review is received. If special
circumstances (such as the need to hold a hearing) require an
extension of time for processing, the committee's decision must
be made not later than that committee's third meeting after the
request for review has been received. If an extension of time is
required, written notice of the extension must be furnished to
the claimant before the extension begins. If notice that a claim
has been denied on review is not received by the claimant within
the time required in this subsection, the claim is deemed denied
on review.
(e) Determination final. Except for a written request for review
--------------------
under subsection (a), all good-faith determinations by the
Administrator are conclusive and binding on all persons, and there
is no right of appeal.
6.04. Administrator-directed Roll-out
-------------------------------
On the later of a Plan Contract's fifteenth anniversary date or an
earlier anniversary date (at the Primary Employer's Designee's sole
discretion), the Participant's Retirement, or the Participant's
Disability, the Employers may recover their ownership interest in the
Plan Contract (as determined according to the Plan subsection entitled
"Division of Ownership Interest in Plan Contract" (see Plan section
4.01(b)) and must then, to the extent required by this Plan, release
their rights in the Plan Contract and other Plan assets to the
Participant-owner or Beneficiary-owner and to any assignee of any part
of the Employers' interest (such as the trustee for the Crestar
Financial Corporation OMNI Trust, which holds certain interests in the
Employer's interests in Plan Contracts, which interests are held for
the Crestar Financial Corporation Premium Assurance Plan).
6-7
<PAGE>
6.05. Cancellation or Surrender of Plan Contract
------------------------------------------
When a Plan Contract is canceled or surrendered according to Plan
article 4, the proceeds of the Plan Contract must be distributed
according to the terms of the Plan Contract and each party's (each
Employer, each Employer's assignee--including the trustee for the
Crestar Financial Corporation OMNI Trust as to interests for the
Crestar Financial Corporation Premium Assurance Plan--and the
Participant-owner or Beneficiary-owner) ownership interest as
determined by the Plan subsection entitled "Division of Ownership
Interest in Plan Contract" (see Plan section 4.01(b)).
6-8
<PAGE>
ARTICLE 7
BENEFICIARIES
7.01 Conditions of Eligibility
Only eligible Employees may participate in this
Plan. Except for Earned Benefits described in the
Plan subsection entitled "Beneficiary-owners (see
Plan section 7.03), a Participant's Beneficiaries
receive Plan benefits only as specifically provided
in Plan section 7.02.
7.02 Beneficiary Payments
(a) Beneficiary entitlement. Upon the
death of a Participant, the death
benefit value of that Participant's
Earned Benefits, as determined by
the Plan's lettered exhibits and the
applicable Plan Contract or Plan
Contracts, must be paid to the
Participant's Beneficiaries. Subject
to the immediately preceding
sentence, a Participant's Beneficiaries
are not entitled to any Plan benefits
after the Participant's death.
(b) Beneficiary designation. Subject to
any Administrator's Rules about
Beneficiaries and payments to
Beneficiaries, by a written notice
delivered to the Administrator, a
Participant may designate one or
more Beneficiaries, who may be
entitled to receive shares of the
benefit or may be designated as
primary and secondary Beneficiaries.
Each designation is revocable unless
specifically made irrevocable. An
Employer or Administrator is not
liable for a failure to make a change
between the time requested and the
death of the Participant unless the
failure is willful or from gross
negligence. If a participant fails to
designate a Beneficiary or if the
designated Beneficiary of
Beneficiaries do not survive the
Participant, any benefit due is
payable to the participant's Spouse
<PAGE>
at the Participant's death; and if the
participant's Spouse does not survive
the participant, then the benefit is
payable to the Participant's estate.
(c) Proof of death. The Administrator
has no duty to direct or make any
required post-death benefit payments
to a Participant's Beneficiaries until
it receives proof of the Participant's
death.
7.03 Beneficiary-owners
A Participant-owner may assign his Earned Benefits
to a Beneficiary-owner. a Beneficiary-owner has
the same rights and responsibilities under this Plan
and the applicable Plan Contract or Plan Contracts
that the Participant-owner enjoyed before
transferring his ownership interest. A Participant-
owner is no longer a Participant-owner to the extent
that he has transferred his ownership interest to a
Beneficiary-owner.
<PAGE>
ARTICLE 8
AMENDMENT, TERMINATION, AND MERGER
----------------------------------
8.01. Exercise of Powers
------------------
(a) Source of powers. The Primary Employer's exercise of each of
-----------------
the powers listed in this subsection's paragraphs is limited by and
is governed by this Plan article and Plan article 10. Unless
otherwise specified or limited by this Plan, however, each of the
powers is vested in full in the Primary Employer.
(1) The power to name or remove Plan Fiduciaries.
(2) The power to amend this Plan with written notice to the
Participants and Beneficiary-owners (but during a
Suspension Period or after a Change in Control, this Plan
may be amended as to current Participants and
Beneficiary-owners only with their consent).
(3) The power to cause or allow a merger or consolidation of
this Plan with another plan.
(4) The power to cause or allow a transfer of assets or
liabilities from or to this Plan.
(5) The power to cause or allow this Plan to be terminated
(but during a Suspension Period or after a Change in
Control this Plan may be terminated as to current
Participants and Beneficiary-owners, only with their
consent).
(6) The power to suspend benefit payments (but during a
Suspension Period or after a Change in Control, benefit
payments may be suspended as to current Participants and
Beneficiary-owners, only with their consent).
(7) The power to cause allocations of Plan assets.
8-1
<PAGE>
(b) Power to amend. After the Primary Employer's Designee
---------------
declares this document to be final for purposes of limiting
amendments, or after a Trigger Event that antedates the Primary
Employer's Designee's declaration, this Plan section may not be
amended unless the amendment in no material way endangers the
rights of the Plan's current Participants, which fact must be
evidenced by an opinion of counsel selected by the Primary
Employer's Designee and satisfactory to the Administrator. That
counsel's opinion must be addressed to the Participants of this
Plan and must be delivered to the Administrator as agent for
those individuals. After the Primary Employer's Designee
declares this document to be final for purposes of limiting
amendments, or after a Trigger Event that antedates the Primary
Employer's Designee's declaration, this Plan article may not be
amended unless the amendment is either
(1) the correction of typographic or scriveners' errors (which
include omissions, diction errors, or sentence structures
that cause a confused or unintended meaning) that occur
in the process of drafting this document, and each such
error must be confirmed by the Primary Employer and the
Primary Employer's counsel who assisted in drafting this
document; or
(2) the removal or addition of provisions in furtherance of the
purpose of this Plan and without reducing the Earned
Benefits of Participants generally, which facts must be
evidenced by an opinion of counsel selected by the
Primary Employer's Designee and satisfactory to the
Administrator. That counsel's opinion must be addressed
to the current Participants (if there are any) and must be
delivered to the Administrator as agent for those
individuals.
Every exhibit (by any name--such as "exhibit" or "schedule" or
"roster") to this Plan is part of the Plan. Except as specifically
provided in this Plan, the creation or change of an exhibit by a
Fiduciary authorized in this Plan to create or change the exhibit
is a Plan amendment requiring approval of the Primary
8-2
<PAGE>
Employer's Designee but not an amendment restricted by this
Plan article other than during a Suspension Period. Any other
creation or change in an exhibit is an amendment that requires
approval by the Primary Employer's Designee and is restricted by
this Plan article unless the exhibit itself provides otherwise.
During a Suspension Period, the creation or change of an exhibit
for any section in this Plan article or any lettered exhibit
describing a benefit arrangement is a Plan amendment limited by
this article.
(c) General power to amend, terminate, or transfer assets/liabilities.
------------------------------------------------------------------
Except as otherwise specifically provided in this Plan article and
in Plan article 10, the Primary Employer's Designee has the
power and right to:
(1) amend this Plan in whole or in part with written notice to
the Participants and Beneficiary-owners (but during a
Suspension Period or after a Change in Control, this Plan
may be amended as to current Participants and
Beneficiary-owners only with their consent);
(2) terminate this Plan in whole or in part or suspend any
benefit payments (but during a Suspension Period or after
a Change in Control this Plan may be terminated or
benefit payments suspended as to current Participant's and
Beneficiary-owners, only with their consent);
(3) cause assets, liabilities, or both to be allocated within this
Plan or to be transferred to or from this Plan; and
(4) name Plan Fiduciaries.
(d) Sponsor's powers suspended. The Primary Employer's and
---------------------------
Primary Employer's Designee's powers described in subsections
(a), (b), and (c) are suspended according to the Plan section
entitled "Trigger Events, Restoration Events, and Consequences"
(see Plan section 8.08) during a Suspension Period.
8.02. Amendment
---------
8-3
<PAGE>
(a) Sponsor. Except as specifically provided in this Plan (for
--------
example, as provided in Plan article 10, Plan section 8.01, Plan
section 8.07, Plan section 8.08, and subsection (c) of this Plan
section) or in the other documents identified in this section, the
Primary Employer retains the right
(1) to prospectively or retroactively amend this Plan and any
governing document for any funding medium for this
Plan, including any Trust Agreement and any Plan
Contract, with written notice to the Participants and
Beneficiary-owners, to establish or retain the status of this
Plan and any funding medium, including a Trust or a Plan
Contract, under the provisions of the Plan subsection
entitled "Qualification intended" (see Plan section
3.02(b));
(2) to amend this Plan and any governing document for any
funding medium for this Plan, including any Trust
Agreement and any Plan Contract, with written notice to
the Participants and Beneficiary-owners, in any other
manner; and
(3) to amend this Plan and liquidate any funding medium,
including any Trust Fund and any Plan Contract, with
written notice to the Participants and Beneficiary-owners,
according to that funding medium's governing documents.
In all instances, the Primary Employer has delegated, through this
Plan, the power and rights described to the Primary Employer's
Designee. An amendment is effective on the date indicated in
any written instrument that is executed by the Primary
Employer's Designee (or by the person specified according to
Plan section 8.07(b), when the Primary Employer's and Primary
Employer's Designee's power is suspended or has been term-
inated) and delivered to the Administrator.
(b) No diversion or assignment. The provisions of this subsection are
---------------------------
subject to the provisions of subsection (c). Except for the
transfer of assets according to the Plan section entitled "Plan
Merger or
8-4
<PAGE>
Asset Transfer" (see Plan section 8.03, and except for
the Employers' reversionary interest in Plan Contracts, as
described in this Plan, no amendment to the Plan or any governing
document for any funding medium for this Plan, including any
Trust Agreement and any Plan Contract, and no transfer of
liabilities or any Plan assets or Trust Fund assets may authorize
or permit any part of any Plan Contracts or other Plan assets to
be used for or diverted to purposes other than the exclusive
purposes of providing benefits to Participants and Beneficiaries
and defraying reasonable expenses of administering the Plan. An
amendment may not cause (by way of a reduction or cancellation of
the amount or duration of the Earned Benefit or otherwise) a
Forfeiture of any Participant's Earned Benefit that is vested
(Nonforfeitable). An amendment that affects the rights, duties,
or responsibilities of any Fiduciary may not be made without that
Fiduciary's written consent.
(c) Administrative expenses, diversions, and reversions. As allowed
----------------------------------------------------
by law, a transfer of liabilities or Plan assets or Trust Fund
assets or an amendment to the Plan or any governing document for
any funding medium for the Plan, including any Trust Agreement
and any Plan Contract, may authorize or permit part of any Plan
Assets to be used for or diverted to the payment of taxes owed or
to the payment of reasonable administrative expenses. Any portion
of any Trust Fund or Plan Contract that is not used, according to
this Plan's terms, to provide Employee benefits or to pay taxes
owed or reasonable administrative expenses must be transferred to
the portion of the Crestar Financial Corporation OMNI Trust
identified as the assets held for the Crestar Financial
Corporation Premium Assurance Plan, upon this Plan's termination.
8.03. Plan Merger or Asset Transfer
-----------------------------
(a) No reduction of benefits. The merger or consolidation of this
-------------------------
Plan with, or the transfer of assets or liabilities of this Plan to
another employee benefit plan or the transfer of assets or liabili-
ties of another plan to this Plan may not be accomplished unless
each Participant's Earned Benefit immediately after the merger,
8-5
<PAGE>
consolidation, or transfer is (when computed as if the surviving
or receiving plan had immediately terminated) equal to or greater
than the benefit to which the Participant would have been entitled
if this Plan had terminated immediately before the merger,
consolidation, or transfer.
(b) Primary Employer's Designee's written directions. Subject to the
-------------------------------------------------
preceding subsection, on written direction from the Primary
Employer's Designee (or from the person specified according to
Plan section 8.07(d)--as to mergers--or Plan section 8.07(e)--as
to other transfers--when the Primary Employer's and Primary
Employer's Designee's power is suspended or has been
terminated), the Administrator must direct any Fiduciary that
holds Plan Contracts, Trust Fund assets, or other Plan assets to
take all necessary steps to transfer those assets to another
employee-benefit plan or another employee-benefit plan's funding
medium.
8.04. Discontinuance of Contributions
-------------------------------
(a) Employers. Except during a Suspension Period or after a Change
----------
in Control and except as provided in Plan section 3.05 and Plan
section 3.06 or otherwise announced by the Primary Employer's
Designee (or by the person specified according to Plan sec-
tion 8.07(g), when the Primary Employer's and Primary
Employer's Designee's power is suspended or has been ter-
minated), any Employer may reduce or discontinue its
contributions to this Plan--but only after written notice to the
Participants and Beneficiary-owners. A complete discontinuance
of contributions from all Employers has no effect on the
Forfeitability of any Earned Benefits.
(b) Not a termination. A discontinuance of Employer contributions
------------------
is not a termination of the Plan unless the Primary Employer's
Designee (or the person specified according to Plan
section 8.07(c), when the Primary Employer's and Primary
Employer's Designee's power is suspended or has been
terminated) gives the notice described in Plan section 8.05(b).
8-6
<PAGE>
8.05. Termination
-----------
(a) General. The Primary Employer's Designee (or the person speci-
--------
fied according to Plan section 8.09(c), when the Primary
Employer's and Primary Employer's Designee's power is
suspended or has been terminated) has the right to terminate this
Plan wholly or partly, subject to the provisions of this Plan
section and Plan sections 8.01 and 8.08; provided, however, that
during a Suspension Period or after a Change in Control, the Plan
may only be terminated as to current Participants and Beneficiary-
owners with their consent.
(b) Notice. Written notice of a termination must be given to the
-------
Participants, to the Beneficiary-owners, to the Administrator, to
any Fiduciary holding Plan assets, including Trust Fund assets
and Plan Contracts, that would be affected by the termination, and
to all necessary authorities. If any authority's approval is
necessary, termination is effective according to that approval;
otherwise, the date of the notice or a later date designated in
the notice is the termination date for purposes of this Plan
article. To the extent that any Earned Benefit is Forfeitable and
cannot become Nonforfeitable (or does not) merely upon the
affected Participant's satisfaction of Mandatory Contributions
required to cause full vesting in all or part of that Earned
Benefit, that Earned Benefit is Forfeited upon the termination of
the Plan. Plan Contracts are disposed of according to the Plan
paragraph entitled "Plan termination" (see Plan section
4.01(b)(3)) and the Plan subsection entitled "Plan termination or
end of participation" (see Plan section 4.02(c)). A Plan
termination or partial termination cannot operate to deny any
Participant the opportunity to complete Mandatory Contributions
that would result in full vesting (Nonforfeitability) of all or
any portion of that Participant's Earned Benefit. Any
entitlements to Plan benefits that exceed the value of Plan
assets allocated to satisfy those benefits are canceled upon the
Plan's termination, even if the benefits in question, when
funded, would have been Nonforfeitable Earned Benefits (or could
be Nonforfeitable if certain Mandatory Contributions were made).
8-7
<PAGE>
(c) Termination as to specific Participants or groups of Participants.
------------------------------------------------------------------
To the extent of any Earned Benefit that is not Nonforfeitable, the
Primary Employer's Designee (or the person specified according
to Plan section 8.07(c), when the Primary Employer's and
Primary Employer's Designee's power is suspended or has been
terminated) has the right to prospectively terminate the rights of
any Participant or Beneficiary under the Plan (but, during a
Suspension Period or after a Change in Control only with the
Participant's or Beneficiary's consent) and to prospectively
terminate eligibility to receive Plan benefits as to any
Participant, any Beneficiary, or any group of Participants or
Beneficiaries (but, during a Suspension Period or after a Change
in Control only with their consent). A Plan termination or
partial termination cannot operate to deny any Participant the
opportunity to complete Mandatory Contributions that would result
in full vesting (Nonforfeitability) of all or any portion of that
Participant's Earned Benefit.
(d) Partial termination. If the Plan partially terminates (determined
--------------------
by the Administrator in a manner consistent with legal
authorities), all affected Earned Benefits or any Earned Benefit to
the extent affected may then be treated by the Administrator
(acting at its discretion) as if the Plan had terminated.
(e) Distributions. After confirming compliance with all precedent
--------------
requirements of law, the Administrator may direct the distribution
of Plan assets, including any Trust Fund assets and any Plan
Contracts or proceeds of any Plan Contracts. The Administrator's
directions may include directions to any Fiduciary holding Plan
assets (including Trustees and co-Trustees) to distribute assets
remaining in any funding medium for which that Fiduciary is
responsible. Subject to the Plan paragraph entitled "Plan
termination" (see Plan section 4.01(b)(3)) and the Plan subsection
entitled "Plan termination or end of participation" (see Plan
section 4.02(c)), distributions according to this section must be
in the manner the Administrator determines, so long as the
Administrator's determinations are consistent with statutory
requirements. Except as specifically provided by law, the
Administrator's determination is conclusive as to all persons.
8-8
<PAGE>
Plan assets not distributed according to this Plan's terms, to
provide Employee benefits or to pay taxes owed or reasonable
administrative expenses must be transferred to the portion of the
Crestar Financial Corporation OMNI Trust identified as the assets
held for the Crestar Financial Corporation Premium Assurance
Plan.
(f) No further rights. Each Fiduciary that holds Plan assets,
------------------
including Trust Fund assets and Plan Contracts, must transfer or
deliver property according to the Administrator's directions,
either without endorsement or endorsed as the Administrator
directs. Such a Fiduciary will have no further right, title, or
interest in property distributed. After all distributions are
completed, each such Fiduciary is discharged from all obligations
under the governing document for the funding medium in which
those Plan assets were held (including any Trust Fund assets and
any Plan Contracts. Except by statute, no Participant or
Beneficiary has any further right or claim against those
Fiduciaries.
8.06. Effect of Employer Transactions
-------------------------------
If an Employer is merged or consolidated with any other business, or is
succeeded by a corporation or any other legal entity that acquires
substantially all of the Employer's assets, the surviving or purchasing
corporation or legal entity may elect to continue this Plan as to that
Employer's Participants. If a Participant continues work with the
surviving or purchasing legal entity but does not qualify by law to
continue as a Participant, the Administrator must determine the
options available that would not render this Plan at any time
revocable, invalid, or inconsistent with Plan section 3.02(b) and must
treat that Participant's interests in the manner the Administrator
deems most beneficial to that Participant.
8.07. Rules About Entities Exercising Powers
--------------------------------------
(a) Exhibits. This Plan section allows identified exhibits to be
---------
appended to the Plan to facilitate the operation of the Plan when
the Primary Employer's and Primary Employer's Designee's
8-9
<PAGE>
powers are suspended or terminated according to Plan
section 8.08.
(b) Power to amend. The Primary Employer's and Primary
---------------
Employer's Designee's powers in this Plan to amend the Plan are
suspended or terminated according to Plan section 8.08(b).
Whenever the Primary Employer and Primary Employer's
Designee may not amend this Plan, the Primary Employer's and
Primary Employer's Designee's power to amend becomes the
power to direct the Administrator to cause an amendment, and
that power is vested in the person or persons identified in
Exhibit 8.07(b). If there is no validly completed Exhibit 8.07(b),
the Primary Employer's and Primary Employer's Designee's
power to amend is vested in the Administrator.
(c) Power to terminate. The Primary Employer's and Primary
-------------------
Employer's Designee's powers in this Plan to terminate the Plan
or any part of it are suspended or terminated according to Plan
section 8.08(b). Whenever the Primary Employer and Primary
Employer's Designee may not terminate this Plan, the Primary
Employer's and Primary Employer's Designee's power to
terminate becomes the power to direct the Administrator to cause
the Plan's termination, and that power is vested in the person or
persons identified in Exhibit 8.07(c). If there is no validly
completed Exhibit 8.07(c), the Primary Employer's and Primary
Employer's Designee's power to terminate is vested in the
Administrator.
(d) Power over mergers. The Primary Employer's and Primary
-------------------
Employer's Designee's powers in this Plan to cause or allow a
merger or consolidation of this Plan with another plan are
suspended or terminated according to Plan section 8.08(c).
Whenever the Primary Employer and the Primary Employer's
Designee may not cause or allow a merger or consolidation of
this Plan with another plan, no person has the power to cause or
allow a merger or consolidation of this Plan with another plan.
(e) Power over asset or liability transfers. The Primary Employer's
----------------------------------------
and Primary Employer's Designee's powers in this Plan to cause
8-10
<PAGE>
or allow a transfer of assets or liabilities from or to this Plan
are suspended or terminated according to Plan section 8.08(c).
Whenever the Primary Employer and the Primary Employer's Designee
may not cause or allow a transfer of assets or liabilities from
or to this Plan, the Primary Employer's and Primary Employer's
Designee's power to cause or allow a transfer of assets or
liabilities from or to this Plan becomes the power to direct the
Administrator to cause or allow a transfer of assets or
liabilities, and that power is vested in the person or persons
identified in Exhibit 8.07(e). If there is no validly completed
Exhibit 8.07(e), the Primary Employer's and Primary Employer's
Designee's power to cause or allow a transfer of assets or
liabilities from or to this Plan is vested in the Administrator.
(f) Power to delegate. The Primary Employer's and Primary
------------------
Employer's Designee's powers in this Plan to delegate Fiduciary
responsibilities not otherwise delegated in this Plan are suspended
according to Plan section 8.08(f). Whenever the Primary
Employer and the Primary Employer's Designee may not exercise
those powers, the Primary Employer's and Primary Employer's
Designee's powers are vested in the person or persons identified
in Exhibit 8.07(f), which may specify different persons for
different delegation powers. If there is no validly completed
Exhibit 8.07(f) or if Exhibit 8.07(f) fails to identify a person
for a delegation power, then each power not otherwise vested is
vested in the Administrator.
(g) Other powers. The Primary Employer's and Primary Employer's
-------------
Designee's powers under this Plan not previously described in
this Plan section are suspended according to Plan section 8.08(f).
If there is any such Primary Employer or Primary Employer's
Designee power that is suspended or terminated and that power
is not otherwise vested according to this Plan section or Plan
article 10, if the suspension or termination of that power would
cause this Plan to fail to operate because there is no Fiduciary
otherwise empowered to act alone, then that power is vested in
the Administrator except to the extent that the power is identified
and vested in another person or persons according to any validly
completed Exhibit 8.07(g).
8-11
<PAGE>
(h) Relationship to other Plan provisions. Whenever this section
--------------------------------------
results in the suspension or termination of the Primary
Employer's and Primary Employer's Designee's powers, that
suspension or termination is effective without regard to other Plan
provisions that appear to allow those powers to continue to be
exercised by the Primary Employer or the Primary Employer's
Designee. This section's substitution of individuals or entities
to exercise the Primary Employer's and Primary Employer's
Designee's powers, however, operate only to the extent that some
other individual or entity has not been identified elsewhere in
this Plan (for example, Plan article 10) as the Primary
Employer's and Primary Employer's Designee's substitute or as the
transferee of that power.
(i) Exercise of power. To the extent that this Plan suspends a power
------------------
of the Primary Employer or the Primary Employer's Designee and
vests that power in another, if this Plan otherwise requires that
power to be exercised by the Administrator, then that power
becomes the power to direct the Administrator to cause or take
the action that is the subject of that power.
8.08. Trigger Events, Restoration Events, and Consequences
----------------------------------------------------
(a) Application of section. This section's remaining subsections
-----------------------
apply only during a Suspension Period.
(b) Limitation on amendment and termination rights. This subsection
-----------------------------------------------
governs the right to amend or terminate this Plan during a
Suspension Period. After a First-tier Trigger Event and for the
duration of the Suspension Period, the Primary Employer or the
Primary Employer's Designee may not amend this Plan if, in the
Administrator's opinion, that amendment would cause a material
reduction of any Earned Benefit or any other form of material
dilution of the interests of the Participants in this Plan,
measured on the day before the First-tier Trigger Event. After a
Second-tier Trigger Event and for the duration of the Suspension
Period, the Primary Employer or the Primary Employer's Designee
may not amend or terminate the Plan.
8-12
<PAGE>
(c) Mergers and asset and liability transfers. This subsection governs
------------------------------------------
the transfer of assets and liabilities to and from this Plan during
a Suspension Period. Upon a Second-tier Trigger Event, all
Fiduciaries necessary must immediately act to cause the transfer
of any remaining interests in Plan Contracts and other similar
assets owned by the Employers to the trustee for the portion of
the Crestar Financial Corporation OMNI Trust's Welfare Trust
holding assets exclusively for the Crestar Financial Corporation
Premium Assurance Plan. Except as provided in the preceding
sentence, during a Suspension Period, no person may cause or
allow a merger or consolidation of this Plan with another plan.
Except as provided in this subsection, during a Suspension Period,
the Primary Employer's and Primary Employer's Designee's
power to cause or allow transfers of assets or liabilities from or
to this Plan is suspended.
(d) Consent to actions of Administrator. During a Suspension Period,
------------------------------------
any Plan provision requiring the Administrator to act only with
the Primary Employer's or Primary Employer's Designee's
consent is not effective to require the Primary Employer's or
Primary Employer's Designee's consent; except for Primary
Employer or the Primary Employer's Designee powers vested in
other persons according to Plan section 8.07 or Plan article 10,
and except when this Plan requires another Fiduciary's consent,
the Administrator is authorized to act alone.
(e) Consent to actions of committees. During a Suspension Period,
---------------------------------
any Plan provision requiring any Plan Committee or any other
committee to act only with the Primary Employer's or Primary
Employer's Designee's consent is not effective to require the
Primary Employer's or Primary Employer's Designee's consent;
except for Primary Employer or the Primary Employer's Designee
powers vested in other persons according to Plan section 8.07 or
Plan article 10, and except when this Plan requires another
Fiduciary's consent, any Plan Committee or any other committee
is authorized to act alone.
(f) Other powers suspended. During a Suspension Period, the
-----------------------
Primary Employer's and Primary Employer's Designee's powers
8-13
<PAGE>
to delegate fiduciary responsibilities not otherwise delegated in
this Plan and to make any determination within the jurisdiction of
any Administrator or any committee are suspended. During a
Suspension Period, the Primary Employer's and Primary
Employer's Designee's powers not otherwise suspended according
to this Plan section are suspended.
(g) Restoration events. According to this subsection, if any other
-------------------
provisions of this Plan section have been effected, causing a
suspension of the Primary Employer's or Primary Employer's
Designee's powers, that other subsection no longer applies on the
earliest of the dates described in this subsection's paragraphs.
(1) One date is three calendar years after the most recent
Trigger Event that provoked the suspension of powers,
subject to an infinite number of one-year extensions if the
Administrator so determines, in the December before the
expiration of this paragraph's effective time.
(2) Another date is the day on which the Administrator
determines that all transactions provoking Trigger Events
have been unwound or reversed, whether by mutual
agreement of the parties, operation of law, or a court of
competent jurisdiction.
(3) Another date is the day on which the Administrator
determines that the Primary Employer's or Primary
Employer's Designee's powers are restored, but the
Administrator may not act under this subsection for one
calendar year following the most recent Trigger Event that
provoked the suspension of the Primary Employer's or
Primary Employer's Designee's powers.
Despite this section, as long as the Crestar Financial Corporation
OMNI Trust Agreement is in existence, a Restoration Event
cannot operate to end a Suspension Period under this Plan during
any period in which a Suspension Period (as defined in the
Crestar Financial Corporation OMNI Trust Agreement) is in
effect under that trust agreement.
8-14
<PAGE>
8.09. Change in Control
-----------------
For purposes of this Plan, the term Change in Control has the same
-----------------
meaning as such term is defined in the Crestar Financial Corporation OMNI Trust
Agreement.
8-15
<PAGE>
Exhibit 8.07(b)
This exhibit, according to Plan section 8.07(b), names a person or
persons to have the power to amend the Plan. The person is or
the persons are
_________________________________________________________
_________________________________________________________
_________________________________________________________
________________________________________________________.
Date:___________________
8-16
<PAGE>
Exhibit 8.07(c)
This exhibit, according to Plan section 8.07(c), names a person or
persons to have the power to terminate the Plan. The person is
or the persons are
_________________________________________________________
_________________________________________________________
_________________________________________________________
________________________________________________________.
Date:___________________
8-17
<PAGE>
Exhibit 8.07(e)
This exhibit, according to Plan section 8.07(e), names a person or
persons to have the power to cause or allow a transfer of assets
or liabilities from this Plan to another plan or from another plan
to this Plan. The person is or the persons are
_________________________________________________________
_________________________________________________________
_________________________________________________________
________________________________________________________.
Date:___________________
8-18
<PAGE>
Exhibit 8.07(f)
This exhibit, according to Plan section 8.07(f), names a person or
persons to have the power to delegate Fiduciary responsibilities
not otherwise delegated in the Plan. The person is or the persons
are determined according to this table.
Person(s) Specified Delegation Power
--------- --------------------------
__________________________________________________
__________________________________________________
__________________________________________________
__________________________________________________
_________________________________________________.
Date:___________________
8-19
<PAGE>
Exhibit 8.07(g)
This exhibit, according to Plan section 8.07(g), names a person or
persons to have the Sponsor's powers not described in subsec-
tions (b) through (f) of Plan section 8.07. The person is or the
persons are determined according to this table.
Person(s) Specified Power
--------- ---------------
__________________________________________________
__________________________________________________
__________________________________________________
__________________________________________________
_________________________________________________.
Date:___________________
8-20
<PAGE>
ARTICLE 9
PLAN CONTRACTS, TRUST FUND, AND RELATED RULES
---------------------------------------------
9.01. Suspension Periods
------------------
This Plan article 9 reserves to the Primary Employer and Primary
Employer's Designee certain discretionary authority and powers; all
Primary Employer and Primary Employer's Designee powers, however,
are exercised by other Fiduciaries according to this Plan during a
Suspension Period. A reference to the Primary Employer or to the
Primary Employer's Designee in this Plan article 9 in the context of a
power is, during any Suspension Period, a reference to the Fiduciary
authorized to exercise that power.
9.02. Plan Contracts, Trust Agreements
--------------------------------
(a) Plan Contracts. This Plan's benefits are funded primarily (or at
least significantly) through Plan Contracts. Although the Plan
may have other assets, such as a Trust Fund, the Plan's target
benefit--a death benefit payment--depends on the Plan Contracts.
All rights that accrue to any Participant, Beneficiary, or other
person are limited, when applied to the Plan Contracts, by the
terms of the Plan Contract or Plan Contracts that are to provide
the benefit in question.
(b) Trust Agreements. At the Primary Employer's Designee's
----------------
direction, this Plan's benefits not funded through Plan Contracts
may be funded through a Trust Fund governed by one or more
Trust Agreements between the Primary Employer and the Trus-
tees and co-Trustees. Any Trust Fund may be used to hold any
Plan assets that cannot or are not held pursuant to Plan
Contracts. Any Trust Fund must be managed by the Trustees and co-
Trustees according to the Trust Agreements, which are interpreted
to be consistent with this Plan. All rights that accrue to any
Participant, Beneficiary, or other person are subject to all the
terms of any Trust Agreements.
9-1
<PAGE>
9.03. Trust Fund; General Amounts; Segregated Amounts
-----------------------------------------------
(a) General. Any Trust Fund includes one or more trusts, as
-------
determined by the terms of the Trust Agreements and the Trustees
and co-Trustees. The Trust Fund is the entire undistributed
amount of all Plan contributions placed in the custody of the
Trustees and co-Trustees, adjusted for expenses, gains, and
losses. For some purposes, reference is made to General Amounts
------- -------
and Segregated Amounts, which are two parts of any total Trust
---------- -------
Fund. Some assets are treated unlike any other Trust Fund amounts
because their gains and losses are allocated separately from
other Trust Fund assets, and those segregated assets are referred
to as Segregated Amounts. The term General Amounts means the
---------- ------- ------- -------
entire Trust Fund reduced by the Segregated Amounts. For purposes
other than mere investment tracking, a Trustee or co-Trustee may
also segregate or set apart assets that are either part of the
General Amounts or the Segregated Amounts. All segregated assets
may be held in one or more trusts established only for segregated
assets, all of which are part of the Trust Fund, whether they are
General Amounts or Segregated Amounts.
(b) Trusts and accounts. A Trustee or any co-Trustee or group of co-
-------------------
Trustees who is exclusively responsible for the assets in question
must hold all Plan assets that it receives and allocate them to the
appropriate trusts and accounts maintained within the General
Amounts or Segregated Amounts. As directed by the Administrator
according to this Plan's terms, any Trustee or any co-Trustee
must reflect allocations of Trust Fund assets (the assets
themselves or the value of the assets, as may be required by the
Plan's terms) to individual Participants' Accounts or to Suspense
Accounts. Income from each trust within the Trust Fund may be
accumulated during each Fiscal Year until it is administratively
efficient for reinvestment. The determination is made by any
Trustee, co-Trustee, or group of co-Trustees who is exclusively
responsible for the assets in question. Income from each trust
may be reinvested in that trust or invested in other appropriate
investments as determined by any Trustee, co-Trustee, or group of
co-Trustees who is exclusively responsible for the assets in
question pursuant to a Trust Agreement.
9-2
<PAGE>
9.04. Valuation of Trust Fund
-----------------------
(a) When section applies. The remaining provisions of this section
---------------------
are effective only to the extent that the matters covered by those
provisions are not otherwise governed in an applicable Trust
Agreement.
(b) Conclusive. The valuation of any Trust Fund's Plan assets
-----------
determined according to this Plan is binding on each Employer,
the Participants, and all other persons interested in the Plan and
any Trust.
(c) General Amounts. As of each Valuation Date, before any
----------------
adjustments according to subsection (e), the Administrator must
cause the Trustees and co-Trustees to determine the General
Amounts' net worth (at the current fair-market value of the
assets) with adjustments according to the terms of the Trust
Agreements, and report that value to the Primary Employer's
Designee and the Administrator in writing.
(d) Segregated Amounts. As of each Valuation Date, before any
-------------------
adjustments according to subsection (e), the Administrator must
cause the Trustees and co-Trustees to value (at the current fair-
market value of the assets) each identifiable subfund or account
that is a Segregated Amount and report the values to the Primary
Employer's Designee and the Administrator in writing.
(e) Adjustments. As of each Valuation Date, each Suspense Account
------------
and each Participant's Account must be adjusted to reflect the
Account's allocable share of investment gains and losses from the
Trust Fund, distributions or transfers from the Account, and
additions to the Account since the last Valuation Date.
(1) General expenses. If Plan expenses are deducted from the
-----------------
Trust Fund, then expenses that are not identifiably
attributable to a specific investment medium or Segregated
Amount must be deducted from all Accounts, pro rata
according to the value of the Accounts otherwise
determined on the Valuation Date immediately after or
9-3
<PAGE>
coinciding with the deduction of the expenses (this means,
for example, that amounts distributed or transferred from
Accounts since the last Valuation Date will not bear any
part of the expenses, but amounts added to Accounts since
the last Valuation Date will bear part of the expenses).
(2) Specific investment and Segregated Amount expenses.
---------------------------------------------------
Plan expenses that are deducted from the Trust Fund and
that are identifiably attributable to any specific investment
medium or Segregated Amount must be deducted from the
Accounts invested in that investment medium or Segre-
gated Amount, as applicable, pro rata according to the
portion of the value of each Account invested in that
investment medium or that Segregated Amount, as
applicable, otherwise determined on the Valuation Date
immediately after or coinciding with the deduction of
expenses.
(3) Special expenses first. Any expense deducted from the
-----------------------
Trust Fund, any special assessment deducted from the
Trust Fund, and any penalty or tax paid from the Trust
Fund must be allocated as just described and charged
against the Accounts, but to the extent that any such
charge is caused by an identifiable transaction or the
investment in or receipt of an identifiable asset, the charge
must be borne by the Accounts in proportion to their par-
ticipation in the transaction or asset causing the charge.
Such charges are determined and deducted from each
amount invested in a specified investment medium and
each Segregated Amount before the Trust Fund's general
charges are made against all Accounts for expenses,
assessments, penalties, and taxes.
(4) Contribution allocations. Additions attributable to
-------------------------
Employer contributions are determined and allocated to
the appropriate portions of Participants' Accounts as of
each Valuation Date. As of each Valuation Date, a
Participant's allocations for the period since the last
Valuation Date must be divided into portions based on the
9-4
<PAGE>
applicable percentages of the Participant's effective
investment elections. A Participant's Accounts' interest
in a specific investment medium or any Segregated
Amount also must reflect a cash balance to the extent that
contributions allocated to that fund have not been
invested. Those amounts may be aggregated and invested
by the Trustees and co-Trustees according to the Trust
Agreements.
(5) Contribution income. As of each Valuation Date, before
--------------------
crediting any contributions according to paragraph (4) and
before crediting income attributable to a specific
investment medium or Segregated Amount according to
paragraph (6), each Trustee and co-Trustee must apportion
among the Suspense Accounts and the separate Accounts
of all Participants the net income or loss earned, which
specifically means that each Suspense Account is credited
with net earnings as if it were a single Participant's
Account, on contributions held by that Trustee or co-
Trustee pending investment in the specific investment
media or Segregated Amounts. That income or loss must
be adjusted for expenses according to this Plan section
and must be apportioned on the basis of contributions to
be allocated according to paragraph (4) for that allocation
period.
(6) Specific investment and Segregated Amount income. As
-------------------------------------------------
of each Valuation Date, before crediting any contributions
according to paragraph (4) but after crediting contribution
income according to paragraph (5), each Trustee and co-
Trustee must apportion among the Suspense Accounts and
the separate Accounts of all Participants as of the day
after the preceding Valuation Date the net income or loss
earned, which specifically means that each Suspense
Account is credited with net earnings as if it were a single
Participant's Account, by the investment media and
Segregated Amounts during the month. That income or
loss must be adjusted for expenses according to this Plan
section and must be apportioned on the basis of the
9-5
<PAGE>
Account balances of the Participants in each investment
medium and Segregated Amount as of the day after the
preceding Valuation Date.
(f) Participant Contributions. Gains, losses, and charges attributable
--------------------------
to Participant Contributions are determined and allocated to the
appropriate portions of Participants' Accounts according to the
procedure described in subsection (e), except that all income
interests attributable to Participant Contributions and not
directed otherwise by the Primary Employer's Designee according
to this Plan are held in the Income Suspense Account until the
Plan's termination or until a directed allocation or
distribution.
9.05. Directing the Trustee
---------------------
(a) When section applies. The remaining provisions of this section
---------------------
are effective only to the extent that the matters covered by those
provisions are not otherwise governed in an applicable Trust
Agreement.
(b) Persons who deal with a Trustee or co-Trustee. Any person
----------------------------------------------
dealing with any Trustee or co-Trustee is not required to
determine whether any sale or purchase by that Trustee or co-
Trustee has been authorized or directed by an Employer or the
Administrator; and each person is fully protected in dealing with
any Trustee or co-Trustee in the same manner as if the provisions
of this section were not a part of this Plan.
(c) Appraisals. Whenever a Trustee or co-Trustee is directed to
-----------
purchase or sell assets in the Trust Fund according to the
provisions of the Plan and Trust Agreement, that Trustee or co-
Trustee in its sole discretion is permitted at the expense of the
Primary Employer to obtain an appraisal of the value of the assets
to be purchased or sold; each Trustee or co-Trustee is fully
protected and indemnified by the director whenever purchasing or
selling at the appraised value or in refusing to purchase or sell
at other than the appraised value.
9-6
<PAGE>
(d) Instructions regarding Employer ERISA Securities. To the extent
-------------------------------------------------
required by other provisions of this Plan and each applicable
Trust Agreement, each Trustee and co-Trustee must execute each
Participant's, the Primary Employer's Designee's, and the
Administrator's instructions on all matters involving the purchase,
sale, or voting of Employer ERISA Securities and involving the
exercise of rights and options pertaining to Employer ERISA
Securities.
(e) Compliance with Administrator's and Primary Employer's
------------------------------------------------------
Designee's directions. Any Trustee, any co-Trustee, or any other
----------------------
person is not under a duty to question the directions of the
Administrator or the Primary Employer's Designee or to question
the directions of any other Fiduciary who is authorized in this
Plan or in the applicable Trust Agreement to direct that Trustee,
co-Trustee, or other person, and each Trustee and co-Trustee must
comply as promptly as possible with the Administrator's, Primary
Employer's Designee's, or such other Fiduciary's directions if
those directions are not inconsistent with the terms of the
applicable Trust Agreement.
(f) Trustee's inability or unwillingness to comply with directions. If
---------------------------------------------------------------
a Trustee or co-Trustee receives instructions or directions from
the Administrator or the Primary Employer's Designee or receives
directions from another Fiduciary who is authorized in the
applicable Trust Agreement to direct that Trustee or co-Trustee,
and if that Trustee or co-Trustee is unable or unwilling to comply
with those directions, that Trustee or co-Trustee may resign by
giving written notice to the Primary Employer's Designee within
a reasonable time after the receipt of such instructions or direc-
tions; and, despite any other provisions in the Trust Agreements,
in that event, that Trustee or co-Trustee has no liability to any
person for failing to comply with those instructions or directions.
9.06. Voting of Shares
----------------
(a) When section applies. The remaining provisions of this section
---------------------
are effective only to the extent that the matters covered by those
9-7
<PAGE>
provisions are not otherwise governed in an applicable Trust
Agreement.
(b) Trustee's exercise of rights regarding Employer Securities. The
-----------------------------------------------------------
provisions of this subsection are subject to the provisions in the
remaining subsections of this Plan section. The provisions of this
subsection apply to all of the Trust Fund's Employer Securities.
Employer Securities held in the Trust Fund may be voted by any
Trustee or co-Trustee only according to the written instructions of
the Participant for whose Account those assets are held. Shares
unallocated as of any voting record date or shares as to which the
Trustee receives no written instructions must be voted in
accordance with the written instructions of the Primary
Employer's Designee, acting as co-Trustee. Options and other
rights (for example, tender rights) inuring to the benefit of
Employer Securities allocated to a Participant's Account may be
exercised by any Trustee or co-Trustee only according to the
written instruction of the Participant for whose Account those
assets are held. Options and similar rights (for example, tender
rights) inuring to the benefit of unallocated shares or assets must
be exercised by a Trustee or a co-Trustee according to the written
instructions of the Primary Employer's Designee, acting as co-
Trustee. Participant directions under this section may be itemized
or a general (blanket) direction or authorization.
(c) Taxation. If the exercise of an option or other right not
---------
involving an investment decision would result in current income
taxation to the Participant, that option or right may be
exercised by each affected Trustee or co-Trustee only upon the
written instruction of the Primary Employer's Designee, acting as
a co-Trustee and, despite this Plan section's other provisions--
unless those provisions must be honored to allow this Plan to
continue as intended according to the Plan subsection entitled
"Qualification intended" (see Plan section 3.02(b))--not upon the
Participant's instruction. The Primary Employer's Designee's
directions under this subsection may be itemized or a general
(blanket) authorization.
9-8
<PAGE>
(d) Information to Participants. Whenever a Participant's right to
----------------------------
direct voting or a similar right (such as a tender right) is at
hand, the Primary Employer's Designee and the Administrator must
see that the Participants receive all notices, prospectuses,
financial statements, proxies, and proxy solicitation materials
relating to Employer Securities held for their Accounts.
9-9
<PAGE>
ARTICLE 10
ADMINISTRATION
--------------
10.01. Named Fiduciaries, Allocation of Responsibility
-----------------------------------------------
(a) Suspension Periods. This Plan article 10 reserves to the Primary
-------------------
Employer and Primary Employer's Designee certain discretionary
authority and powers; all Primary Employer and Primary
Employer's Designee powers, however, are exercised by other
Fiduciaries according to this Plan during a Suspension Period. A
reference to the Primary Employer or to the Primary Employer's
Designee or a reference to acts of the Primary Employer's
Designee in this Plan article 10 in the context of a power is,
during any Suspension Period, a reference to the Fiduciary
authorized to exercise that power.
(b) Named Fiduciaries. This Plan's Named Fiduciaries are the
------------------
Primary Employer, each Sponsor, each Trustee and co-Trustee,
and the Administrator. Each Named Fiduciary is severally liable
for its responsibilities according to the terms of this Plan.
(c) Multiple-person Fiduciaries. A Fiduciary may be made up of
----------------------------
more than one person (as defined in ERISA section 3(9) and for
this Plan, a person includes an individual, a partnership, a joint
venture, a corporation, a mutual company, a joint-stock company,
an unincorporated organization, an association, or an employee
organization). Whenever there is a Trustee, a multiple-person
Trustee is made up of co-Trustees. A multiple-person Admin-
istrator is made up of Administrator-members. Any other
multiple-person Fiduciary is made up of Fiduciary-members
(general references to multiple-person Fiduciaries include a
multiple-person Administrator). In describing notices, responsi-
bilities, liability limitations, and the like, this Plan's
references to a Trustee extend to each co-Trustee, its references
to an Administrator extend to the constituent Administrator-
members, and its references to any other Fiduciary extend to the
constituent Fiduciary-members. Any Fiduciary may require the
Primary
10-1
<PAGE>
Employer's Designee to certify in writing to it the names of those
persons who constitute a multiple-person Fiduciary. A Fiduciary
may rely on such a certification it receives and may assume that
those persons continue to constitute that Fiduciary until a new
certificate is received.
(d) Primary Employer. Except as provided in this Plan article, only
-----------------
the Primary Employer's Designee may name the Administrator
and any Trustees or co-Trustees. Except as provided in this Plan
article, only the Primary Employer's Designee may name or
designate other Fiduciaries. Only the Primary Employer's
Designee may select the Insurer or Insurers to provide Plan
Contracts.
(e) Sponsor. Except as provided in this Plan article, only a Sponsor's
--------
Designee may initiate actions or prevent actions that relate to
that Sponsor's interest in the Plan or to matters peculiar to
that Sponsor.
(f) Trustee. Whenever there is a Trustee, except as provided in any
--------
Trust Agreements, each Trustee or co-Trustee has exclusive
responsibility for the control and management of the portion of
the Trust Fund placed in that Trustee's or co-Trustee's custody.
If an Investment Manager is appointed according to a Trust
Agreement, the Trustee or each co-Trustee for that Trust
Agreement is released from any obligation or liability for the
management, investment, or control of the assets for which the
appointment is made.
(g) Administrator. The Administrator has only the responsibilities
--------------
described in this Plan and the responsibilities delegated by the
Primary Employer's Designee and accepted by the Administrator.
Except to the extent provided in this Plan, the Administrator has
no responsibility for the control or management of any Trust
Fund assets or Plan Contracts.
(h) Lack of designation. Except as provided in this article and in
--------------------
Plan article 8, all responsibilities not specifically delegated to
another Named Fiduciary remain with the Primary Employer,
10-2
<PAGE>
including the Primary Employer's Designee's actions designating
all additional Fiduciaries not named in this Plan. Responsibility
for funding is determined according to Plan article 3. Except as
provided in this article and in Plan article 8, the Primary
Employer's Designee has the power to delegate Fiduciary respon-
sibilities not specifically delegated by the terms of this Plan. A
delegation may be made to any individual or entity. Except as
provided in this article and in Plan article 8, each person to whom
Fiduciary responsibility is delegated serves at the Primary
Employer's pleasure and for the compensation determined in
advance by the Primary Employer and that person, except as
prohibited by law. A person to whom Fiduciary responsibility is
delegated may resign after thirty days' notice in writing delivered
to the Primary Employer's Designee. Except as provided in this
article and in Plan article 8, the Primary Employer's Designee
may make additional delegations, including delegations
occasioned by resignation, death, or other cause, and including
delegations to successor Administrators or members of the
Administrator and additional or successor Trustees or co-Trustees.
(i) Allocation of responsibility. This Plan allocates to each Named
-----------------------------
Fiduciary the individual responsibilities assigned, and each Trust
Agreement must do likewise. Responsibilities are not shared by
Named Fiduciaries unless the sharing is provided specifically in
this Plan or a Trust Agreement.
(j) Separate liability. Whenever one Named Fiduciary is required by
-------------------
the Plan or a Trust Agreement to follow the directions of another
Named Fiduciary, the two have not been assigned to share the
responsibility. The Named Fiduciary giving directions bears the
sole responsibility for those directions, and the responsibility of
the Named Fiduciary receiving those directions is to follow those
directions as long as on their face the directions are not improper
under applicable law.
10.02. Administrator Appointment, Removal, Successors, Except During a
---------------------------------------------------------------
Suspension Period
-----------------
10-3
<PAGE>
(a) Application of section. The remaining provisions of this Plan
-----------------------
section 10.02 are effective during any period that is not a
Suspension Period.
(b) Administrator appointment. The Primary Employer's Designee
--------------------------
may name the Administrator to administer the Plan. There may
be one or more individuals or entities acting as the Administrator
under this Plan, as the Primary Employer's Designee determines.
If there is no Administrator, the Primary Employer's Designee is
the Administrator until a different Administrator is named and
accepts its responsibilities under this Plan. According to the
same procedures that apply to the appointment of a successor
member, additional individuals and entities may be appointed to
become members of the Administrator.
(c) Administrator resignation, removal. If the Administrator is not
-----------------------------------
made up of more than one person, that Administrator may resign
on thirty days' notice in writing to the Primary Employer's
Designee. If the Administrator is made up of more than one
person, any of those persons may resign on thirty days' notice in
writing to the Primary Employer's Designee. The Primary
Employer's Designee may remove the Administrator or any
Administrator-member by thirty days' written notice to the
Administrator or to the Administrator-member in question. The
Primary Employer's Designee and the Administrator or a
Administrator-member may agree to a shorter notice period for
resignation or removal.
(d) Successor Administrator appointment. If the Administrator
------------------------------------
resigns or is removed or otherwise ceases to serve, or if all of
the persons who make up the Administrator resign or are removed
or otherwise cease to serve, the Primary Employer's Designee may
appoint a successor Administrator. A successor Administrator
appointed according to this subsection has the same
qualifications as the original Administrator.
(e) Successor Administrator-member appointment. If an
-------------------------------------------
Administrator-member resigns or is removed or otherwise ceases
to serve, the Primary Employer's Designee may appoint a succes-
10-4
<PAGE>
sor member. An additional Administrator-member or successor
Administrator-member has the same qualifications as the original
Administrator-members.
(f) Qualification. Each successor Administrator, each person who is
--------------
a successor to an Administrator-member, and each additional
Administrator-member may qualify after his appointment by exe-
cuting, acknowledging, and delivering acceptance to the Primary
Employer's Designee in a form satisfactory to the Primary
Employer's Designee; each successor without further act, deed, or
conveyance is vested with all the estate, rights, powers,
discretion, duties, and obligations of his predecessor, and each
additional person is similarly vested, just as if originally
named as the Administrator or as an Administrator-member in this
Plan.
10.03. Administrator Appointment, Removal, Successors During a Suspension
------------------------------------------------------------------
Period
------
(a) Application of section. The remaining provisions of this Plan
-----------------------
section 10.03 are effective only during a Suspension Period.
(b) Suspension of Primary Employer's and Primary Employer's
-------------------------------------------------------
Designee's powers. During a Suspension Period, the
------------------
administrator of the Crestar Financial Corporation Permanent
Executive Benefit Plan (or its successor plan or even the same
plan under a different name) is the Administrator. Neither the
Primary Employer nor the Primary Employer's Designee may
appoint or remove the Administrator, any successor
Administrator, any Administrator-member, or any successor or
additional Administrator-member.
10.04. Operation of Administrator
--------------------------
(a) Records, rules, and guidelines. The Administrator must keep a
-------------------------------
record of all of its proceedings and acts and all other data
related to its responsibilities under this Plan. The
Administrator may adopt or amend rules and guidelines (the
Administrator's Rules) that the Administrator considers desirable
to govern the Administrator and successor Administrators.
Administrator's
10-5
<PAGE>
Rules adopted or amended must be communicated to the Primary
Employer's Designee, and the Primary Employer's Designee may
amend or eliminate any Administrator's Rule for any reason.
(b) Multiple-person Administrator's acts and decisions. A multiple-
---------------------------------------------------
person Administrator's acts and decisions must be made by a
majority vote if the number of persons who constitute the
Administrator is three or more; otherwise, such acts and decisions
must be by unanimous vote. A meeting of all members of a
multiple-person Administrator need not be called or held to make
decisions or take any action. Decisions may be made or action
taken by written documents signed by the required number of
members. If the Administrator-members are deadlocked, subject
to the provisions of this article and Plan article 8, the Primary
Employer's Designee must make the determination, and that
determination is binding on all persons. An Administrator-
member is not disqualified from exercising the powers conferred
in this Plan merely because he is a Participant or a Participant's
Beneficiary.
(c) Delegations by a multiple-person Administrator. The
-----------------------------------------------
Administrator-members may delegate to one or more of their
number authority to sign documents on behalf of the
Administrator or to perform ministerial acts, but no member to
whom that authority is delegated may perform an act involving
the exercise of discretion without first obtaining the concurrence
of the required number of other members, even though the one
alone may sign a document required by third parties. Without
any designation from the other members, one Administrator-
member may execute instruments or documents on behalf of the
Administrator until the other members object in writing and file
that objection with the Primary Employer's Designee.
10.05. Other Fiduciary Appointment, Removal, Successors, Except During a
-----------------------------------------------------------------
Suspension Period
-----------------
(a) Application of section. The remaining provisions of this Plan
-----------------------
section 10.05 are effective during any period that is not a
Suspension Period.
10-6
<PAGE>
(b) Other Fiduciaries generally. This Plan section's references to a
----------------------------
Fiduciary are superseded by other Plan provisions referring to a
specific Fiduciary such as the Administrator. Each provision in
this Plan section is effective as to the appointment, removal, or
resignation of a Fiduciary only to the extent that the appointment,
removal, or resignation of that Fiduciary is not governed by
another Plan provision. Each provision in this section is
effective as to any other matter covered in this Plan section
only to the extent that the other matter is not governed by
another Plan provision.
(c) Appointment. Except as provided for Fiduciary sub-delegations
------------
in Plan section 10.16(c), the Primary Employer's Designee and
only the Primary Employer's Designee may name additional Fidu-
ciaries and define their responsibilities. There may be one or
more individuals or entities acting as a single Fiduciary under
this Plan, as the Primary Employer's Designee determines.
According to the same procedures that apply to the appointment of
a successor member, additional individuals and entities may be
appointed to become members of a multiple-person Fiduciary
appointed according to this section.
(d) Resignation, removal. If a Fiduciary is not a multiple-person
---------------------
Fiduciary, that Fiduciary may resign on thirty days' notice in
writing to the Primary Employer's Designee. If a Fiduciary is a
multiple-person Fiduciary, any Fiduciary-member may resign on
thirty days' notice in writing to the Primary Employer's Designee.
The Primary Employer's Designee may remove a Fiduciary or a
person who is one of the persons that make up a Fiduciary by
thirty days' written notice to the Fiduciary or to the person in
question. The Primary Employer's Designee and a Fiduciary or
a Fiduciary-member may agree to a shorter notice period for
resignation or removal.
(e) Successor appointment. If a Fiduciary resigns or is removed or
----------------------
otherwise ceases to serve, the Primary Employer's Designee may
appoint a successor. If a Fiduciary-member resigns or is removed
or otherwise ceases to serve, the Primary Employer's Designee
may appoint a successor.
10-7
<PAGE>
(f) Qualification. Each successor Fiduciary and each successor
--------------
Fiduciary-member or additional Fiduciary-member appointed
according to this section may qualify after his appointment by
executing, acknowledging, and delivering acceptance to the
Primary Employer's Designee in a form satisfactory to the
Primary Employer's Designee; each successor Fiduciary-member
without further act, deed, or conveyance is vested with all the
estate, rights, powers, discretion, duties, and obligations of his
predecessor, and each additional Fiduciary-member is similarly
vested, just as if originally named as a Fiduciary or a Fiduciary-
member in this Plan.
(g) Related parties. Except as otherwise specifically provided in this
----------------
Plan, the Primary Employer, the Primary Employer's Designee,
any Sponsor, any Affiliate of the Primary Employer or a Sponsor,
any Employee, any Participant, any Participant's Beneficiary, and
any committee of the Primary Employer or of any Affiliate may
be appointed as a Fiduciary or as a member of a Fiduciary under
this Plan.
10.06. Other Fiduciary Appointment, Removal, Successors During a Suspension
--------------------------------------------------------------------
Period
------
(a) Application of section. The remaining provisions of this Plan
-----------------------
section 10.06 are effective only during a Suspension Period.
Despite the preceding sentence, the first sentence of subsection
(f) is effective at all times, subject to Plan article 8.
(b) Other Fiduciaries generally. This Plan section's references to a
----------------------------
Fiduciary are superseded by other Plan provisions that are
effective during a Suspension Period and that refer to a specific
Fiduciary such as the Administrator. Each provision in this Plan
section is effective as to the appointment, removal, or resignation
of a Fiduciary only to the extent that the appointment, removal,
or resignation of that Fiduciary is not governed by another Plan
provision that is effective during a Suspension Period. Each
provision in this Plan section is effective as to any other matter
covered in this Plan section only to the extent that the other
10-8
<PAGE>
matter is not governed by another Plan provision that is effective
during a Suspension Period.
(c) General. There may be one or more individuals or entities acting
--------
as a single Fiduciary under this Plan.
(d) Suspension of Sponsor's powers. The Primary Employer, the
-------------------------------
Primary Employer's Designee, any Sponsor, an Employer, an
ERISA Affiliate, or a Related Entity may not appoint or remove
a Fiduciary, any Fiduciary-member, any additional Fiduciary-
member, or any successor Fiduciary or Fiduciary-member.
(e) Removal by Administrator. The Administrator may remove a
-------------------------
Fiduciary or a person who is one of the persons that make up a
Fiduciary by thirty days' written notice to the Fiduciary or to the
person in question.
(f) Removal by other Fiduciary. The remaining provisions of this
---------------------------
subsection are not effective until the Primary Employer's
Designee announces that they are effective. Any Fiduciary may
suggest the removal of another Fiduciary or a member of another
Fiduciary by providing written notice as described in the next two
sentences. In the case of a Fiduciary, the notice must be provided
to that Fiduciary and the Administrator; in the case of a
Fiduciary-member, the notice must be provided to the affected
Fiduciary-member, to all other members of that Fiduciary, and to
the Administrator. The written notice must state that, in the
opinion of the proposing Fiduciary, that other Fiduciary or
Fiduciary-member should not continue to serve because of the
existence of or the appearance of control or an interest that is
inconsistent with that Fiduciary's or Fiduciary-member's ability
to act for the benefit of the Participants under the Plan. If the
Fiduciary or Fiduciary-member targeted for removal does not
consent to the proposed removal, then to pursue the removal the
proposing Fiduciary must provide the written notice described in
the prior sentence to one or more other Fiduciaries. The removal
is effective only if at least one other Fiduciary consents to the
proposed removal.
10-9
<PAGE>
(g) Resignation. If a Fiduciary is not a multiple-person Fiduciary,
------------
that Fiduciary may resign on thirty days' notice in writing to the
Administrator. If a Fiduciary is a multiple-person Fiduciary, any
Fiduciary-member may resign on thirty days' notice in writing to
the Administrator. A Fiduciary or a Fiduciary-member and the
Administrator may agree to a shorter notice period for resignation.
(h) Successor appointment. If a Fiduciary resigns or is removed or
----------------------
otherwise ceases to serve, the Administrator may appoint a
successor Fiduciary. If a Fiduciary-member resigns or is removed
or otherwise ceases to serve, that Fiduciary may appoint a
successor Fiduciary-member. A successor Fiduciary or Fiduciary-
member may not be the Primary Employer, the Primary
Employer's Designee, any Sponsor, an Employer, an ERISA
Affiliate, a Related Entity, or an Employee, and each successor
Fiduciary and Fiduciary-member is subject to all of this section's
provisions.
(i) Additional Fiduciaries; continuing service. The Administrator
-------------------------------------------
may appoint additional Fiduciaries and may appoint additional
individuals or entities as members of a multiple-person Fiduciary.
An additional Fiduciary or Fiduciary-member may not be the
Primary Employer, the Primary Employer's Designee, any
Sponsor, an Employer, an ERISA Affiliate, a Related Entity, or
an Employee, and each additional Fiduciary and Fiduciary-
member is subject to all of this section's provisions. Subject to
this section's provisions on removal and resignation, each
Fiduciary and each Fiduciary-member continue to serve.
(j) Qualification. Each successor or additional Fiduciary or
--------------
Fiduciary-member appointed may qualify by executing,
acknowledging, and delivering acceptance to the Administrator in
a form satisfactory to the Administrator; each successor without
further act, deed, or conveyance is vested with all the estate,
rights, powers, discretion, duties, and obligations of his
predecessor Fiduciary or Fiduciary-member, and each additional
Fiduciary or Fiduciary-member is similarly vested, just as if
originally named as a Fiduciary or a Fiduciary-member in this
Plan.
10-10
<PAGE>
10.07. Operation of Multiple-person Fiduciaries
----------------------------------------
(a) Other Fiduciaries generally. This Plan section's references to a
----------------------------
Fiduciary are superseded by other Plan provisions referring to a
specific Fiduciary such as the Administrator.
(b) Suspension Period. During a Suspension Period, the Primary
------------------
Employer's and Primary Employer's Designee's powers under
this section are suspended and the Administrator acts in the
Primary Employer's and Primary Employer's Designee's place.
(c) Rules and guidelines. A multiple-person Fiduciary may adopt or
---------------------
amend rules and guidelines that its members deem desirable to
govern its operations according to this Plan. A Fiduciary's rules
adopted or amended according to this subsection must be
communicated to the Administrator and to the Primary
Employer's Designee and may not cause that Fiduciary to act in
any way that is prohibited by this Plan or cause that Fiduciary to
fail to act in any way that is required by this Plan. Fiduciary
rules and guidelines adopted or amended may be further amended
or eliminated for any reason by the Primary Employer's Designee.
(d) Records. Each multiple-person Fiduciary must keep a record of
--------
all of its proceedings and acts and all other data related to its
responsibilities under this Plan. Each Fiduciary must notify the
Administrator of any of its actions other than routine actions and
must notify any other person when notice to that other person is
required by law.
(e) Multiple-person Fiduciary's acts and decisions. A multiple-person
-----------------------------------------------
Fiduciary's acts and decisions must be made by a majority vote
if the number of persons who constitute that Fiduciary is three or
more; otherwise, such acts and decisions must be by unanimous
vote. A meeting of all members of a multiple-person Fiduciary
need not be called or held to make decisions or take any action.
Decisions may be made or action taken by written documents
signed by the required number of members. If the Fiduciary-
members are deadlocked, subject to the provisions of subsection
(b), the Primary Employer's Designee must make the
10-11
<PAGE>
determination and that determination is binding on all persons.
A Fiduciary-member is not disqualified from exercising the
powers conferred in this Plan merely because he is a Participant
or a Participant's Beneficiary.
(f) Multiple-person Fiduciary's delegation of authority. Fiduciary-
----------------------------------------------------
members may delegate to one or more of their number authority
to sign documents on behalf of that Fiduciary or to perform
ministerial acts, but no Fiduciary-member to whom that authority
is delegated may perform an act involving the exercise of
discretion without first obtaining the concurrence of the required
number of other members, even though the one alone may sign
a document required by third parties. Without designation from
the other persons who constitute that Fiduciary, one Fiduciary-
member may execute instruments or documents on behalf of all
members until the other members object in writing and file that
objection with the Primary Employer's Designee.
(g) Ministerial duties. A multiple-person Fiduciary may adopt by-
-------------------
laws and similar rules consistent with the Plan and its purposes.
A multiple-person Fiduciary may choose a chairman from its
members and may appoint a secretary to keep such records of that
multiple-person Fiduciary's acts as may be necessary. The
secretary need not be a member of that multiple-person Fiduciary.
The secretary may perform purely ministerial acts delegated by
that multiple-person Fiduciary.
10.08. Administrator's, Plan Committees' Powers and Duties
---------------------------------------------------
(a) Plan decisions. The Administrator and, as to responsibilities
---------------
assigned according to this Plan to a Plan Committee, that Plan
Committee must administer the Plan by its terms and has all
powers necessary to do so. The Administrator must designate one
of its members or someone else as agent for service of legal
process. The Administrator must interpret the Plan. The duties
of the Administrator include, but are not limited to:
(1) determining the answers to all questions relating to the
Employees' eligibility to become Participants;
10-12
<PAGE>
(2) communicating with and directing the Primary Employer's
Designee and any holder of Plan assets (including Insurers
and any Trustee or co-Trustee) on the time, amount,
method, and form of benefits to pay to Participants and
Beneficiaries;
(3) authorizing and directing all Plan asset disbursements; and
(4) directing the Primary Employer's Designee and any
holders of Plan assets (including Insurers and any Trustees
or co-Trustees), according to the terms of this Plan, to
disburse assets held by them in payment of obligations to
accomplish the purposes of this Plan.
(b) Conclusive determination. Subject to the appeals procedures in
-------------------------
Plan section 6.03, a determination by the Administrator and, as to
responsibilities assigned according to this Plan to a Plan
Committee, a determination by that Plan Committee made in good
faith is conclusive and binding on all persons. No decision of the
Administrator or of a Plan Committee, however, may take away
any rights specifically given to a Participant by this Plan.
(c) Participation. If the Administrator or a member of a Plan
--------------
Committee is also a Participant, he must abstain from any action
that directly affects him as a Participant in a manner different
from other similarly situated Participants. Except as provided in
Plan article 8, the Plan does not prevent either an Administrator
or a member of a Plan Committee who is also a Participant or a
Beneficiary from receiving any benefit to which he may be
entitled, if the benefit is computed and paid on a basis that is
consistently applied to all other Participants and Beneficiaries.
(d) Agents and advisors. The Administrator and, as to
--------------------
responsibilities assigned according to this Plan to a Plan
Committee, that Plan Committee may employ and compensate
from the Employers' funds--the allocation of those expenses
among the Employers is conclusively determined by the Primary
Employer's Designee--or from Plan assets (including Plan
Contracts or any Trust Fund) according to the Plan section
10-13
<PAGE>
entitled "Payment of Expenses" (see Plan section 10.11) such
accountants, counsel, specialists, and other advisory and
clerical persons (to the extent that clerical and office help are
not supplied by an Employer) as it deems necessary or desirable
in connection with the Plan's administration. The Administrator
may designate any person as its agent for any purpose. The
Administrator and, as to responsibilities assigned according to
this Plan to a Plan Committee, that Plan Committee is entitled to
rely conclusively on any opinions or reports furnished to it by
its accountant or counsel. Except to the extent prohibited by
law, the Administrator and each Plan Committee is fully protected
by the Employers, Employees, and the Participants whenever it
takes action based in good faith on advice from its advisors.
10.09. Discretion of Administrator, Plan Committees
--------------------------------------------
(a) Exclusive discretion. The Administrator's discretionary power
---------------------
and, as to responsibilities assigned according to this Plan to a
Plan Committee, that Plan Committee's discretionary power to
perform or consent to any act is exclusive except for acts of
willful misconduct or knowing violations of law.
(b) Waivers. In its administration of the Plan, but only with the
--------
consent of the Primary Employer's Designee, the Administrator
may waive any Plan requirements that might otherwise result in
an individual's disqualification or failure to qualify as a
Participant or a loss or deprivation of Plan benefits to or for the
individual (including the extension of derivative benefits such
as benefits for relatives or dependents of Participants) as a
result of the individual's transfer, such as a transfer between
divisions of an Employer or between Employers (or any other
transfer). With the Primary Employer's Designee's consent (or
with the consent of a person vested with the appropriate Primary
Employer or Primary Employer's Designee power according to Plan
article 8),
10-14
<PAGE>
the Administrator may credit service for an Employer's
predecessor's business as Service for the Employer, even if that
is not required by law. Except as provided in Plan article 8, the
Primary Employer's Designee may direct that credit. Any
individual may apply for relief under this subsection by following
this Plan's procedures for claims and reviews of claims.
10.10. Records and Reports
-------------------
(a) Reports. The Employers must supply information to the
--------
Administrator sufficient to enable the Administrator to fulfill its
duties. The Administrator must advise each Trustee or co-Trustee
of information necessary or desirable to that Trustee's or co-
Trustee's administration of the Trust Fund. The Administrator
must advise each Insurer of information necessary or desirable to
that Insurer's administration of Plan Contracts.
(b) Records. The Administrator must keep books of account, records,
--------
and other data necessary for proper administration of the Plan,
showing the interests of the Participants under the Plan. The
Administrator may appoint a Trustee, co-Trustee, Insurer, or any
other person as agent to keep records, if the Trustee, co-Trustee,
Insurer, or other person accepts the duties.
10.11. Payment of Expenses
-------------------
Unless otherwise determined by the Primary Employer's Designee or by
a person vested with the necessary Primary Employer or Primary
Employer's Designee power according to Plan article 8, the Administrator
serves and all members of any Plan Committee serve without
compensation. Until the Primary Employer's Designee notifies the
Administrator or the affected Plan Committee to the contrary, all
expenses of the Administrator and each Plan Committee must be paid by
the Employers, with the allocation of those expenses among the
Employers determined conclusively by the Primary Employer's Designee.
Expenses of the Administrator and each Plan Committee include any
expenses incident to the functioning of the Administrator or that Plan
Committee, fees of accountants, counsel, and other similar specialists,
and other costs of administering the Plan. If the Employers are not
responsible for the expenses of the Administrator or of a specific
Plan Committee, the Administrator or that Plan Committee must direct a
holder of Plan assets (a Trustee or co-Trustee first, if there is one;
any
10-15
<PAGE>
other Fiduciary next; and Insurers last) to distribute payment or
reimbursement of reasonable expenses from Plan assets.
10.12. Notification to Interested Parties
----------------------------------
The Administrator must take all reasonable steps to notify all
Interested Parties of the existence and provisions of this Plan, the
Plan Contracts, or any Trust Agreements. When the Plan, a Plan
Contract, or a Trust Agreement is amended in any way affecting
Participant benefits (which does not include amendments relating to
administrative matters or clerical errors), the Administrator must
notify all affected Interested Parties of the amendments and inform
them of the substance of the amendments.
10.13. Notification of Eligibility
---------------------------
Within a reasonable period before it is necessary to determine
eligibility, each Employer must give the Administrator a list of its
Employees, showing all information necessary to determine current
eligibility.
10.14. Other Notices
-------------
At all appropriate times, the Administrator must notify each Employer
and all other appropriate parties that certain actions must be taken
or that payments are due.
10.15. Annual Statement
----------------
As and when required by law, the Administrator must give each
Participant a statement showing the status of the Participant's Earned
Benefit as of the close of the preceding Plan Year.
10.16. Limitation of Administrator's and Plan Committees' Liability
------------------------------------------------------------
(a) Separate liability. If permissible by law, the Administrator and
-------------------
each member of each Plan Committee serves without bond. If the
law requires bond, the Administrator must secure the minimum
required (or any greater amount set by the Primary Employer's
Designee) and obtain necessary payments according to Plan
section 10.11. Except as otherwise provided in the Plan, the
10-16
<PAGE>
Administrator and any member of any Plan Committee is not
liable for another Administrator's or member's act or omission or
for another Fiduciary's act or omission. To the extent allowed by
law and except as otherwise provided in the Plan, the
Administrator and any member of any Plan Committee is not
liable for any action or omission that is not the result of the
Administrator's or member's own negligence or bad faith.
(b) Indemnification. As permitted by law, and as limited by any
----------------
written agreement between the Primary Employer and the
Administrator or between the Primary Employer and the Plan
Committee or member in question, the Employers must indemnify
and save the Administrator and each member of each Plan
Committee harmless against expenses, claims, and liability arising
out of being the Administrator or a member of that Plan
Committee, except expenses, claims, and liability arising out of
the individual's own negligence or bad faith. The Primary
Employer's Designee may obtain insurance against acts or
omissions of the Administrator and the members of each Plan
Committee. If the Primary Employer's Designee fails to obtain
insurance to indemnify, the Administrator or a member of any
Plan Committee may obtain insurance and must be reimbursed
according to Plan section 10.11 and as permitted by law. Except
during periods in which its power is suspended or terminated
according to Plan article 8, at its own expense, the Primary
Employer's Designee may employ the Primary Employer's own
counsel to defend or maintain, either in the Primary Employer's
own name or in the name of the Administrator, any Plan
Committee, or any of its members, any suit or litigation arising
under this Plan concerning the Administrator, that Plan
Committee, or any of its members. The indemnification provided
in this Plan subsection must be coordinated by the Primary
Employer's Designee. The Primary Employer's Designee must
allocate expenses to Employers under this subsection. The
Primary Employer's Designee's allocation is conclusive.
(c) Fiduciaries. The Administrator may name and, as to
------------
responsibilities assigned according to this Plan to a Plan
Committee, that Plan Committee may name any other person as
10-17
<PAGE>
a Fiduciary in the process of delegating any responsibility and
power of the Administrator or of that Plan Committee, and by
naming that person, the Administrator or that Plan Committee
limits its own duties and responsibilities to the extent
specified in that delegation.
10.17. Errors and Omissions
--------------------
Individuals and entities charged with the administration of the Plan
must see that it is administered in accordance with its terms as long
as it is not in conflict with ERISA. If an innocent error or omission
is discovered in the Plan's operation or administration, and if the
Administrator determines that it would cost more to correct the error
than is warranted, and if the Administrator determines that the error
did not cause a penalty or excise-tax problem, then the Administrator
may authorize any equitable adjustment it deems necessary or desirable
to correct the error or omission, including but not limited to the
authorization of additional Employer contributions designed, in a
manner consistent with the goodwill intended to be engendered by the
Plan, to put Participants in the same relative position they would
have enjoyed if there had been no error or omission. Any contribution
made pursuant to this section is an additional discretionary
contribution.
10.18. Communication of Directions from Participants
---------------------------------------------
All Participant rights contained in the Plan, any Plan Contract, or any
Trust Agreement to direct any action may be exercised only by directions
communicated to the Administrator. The Administrator must
communicate those directions to the appropriate Insurers, Trustees, co-
Trustees, or any other appropriate persons. All Participant directions
communicated by the Administrator are deemed by the recipient to be
true and accurate, and each recipient of directions is entitled to rely
conclusively upon the directions.
10-18
<PAGE>
ARTICLE 11
DEFINITIONS
-----------
11.01. Account means an individual's interest other than an Earned Benefit
-------
(except for Suspense Accounts, including any Employer-identified
Suspense Accounts, Excess-addition Suspense Accounts, and Income
Suspense Accounts) under this Plan, determined in each case according
to the appropriate plan's provisions. For this Plan, Account means an
-------
individual's interest, other than an Earned Benefit, under this Plan
according to this Plan's provisions. A Participant's Account in this
-------
Plan is his funded interest under this Plan but not including any Plan
---
Liability Account.
(a) A Participant may have several identified accounts in this Plan.
When Account is used without modification, it means the sum of
-------
all of the Participant's identified funded accounts but not
---
including any Plan Liability Account.
(b) Account refers to the value of the Trust Fund or Contracts set
-------
aside for and allocated to a Participant or to assets specifically
allocated as assets (such as Employer Stock, if shares are
allocated to individual accounts) in the Trust Fund set aside for
and allocated to a Participant.
See also After-tax Savings Account, Employee Contribution Account,
Employer Contribution Account, Employer-designated Suspense Account,
Excess-addition Suspense Account, Income Suspense Account,
Supplemental Account, Suspense Account, and Transfer Account.
Accounts are explained further in the Plan section entitled "Accounts"
(see Plan section 4.05), and allocations to Accounts are generally
covered in Plan article 4.
11.02. Accrual Computation Period refers to a computation period used in a
--------------------------
Defined Contribution Plan to determine eligibility for allocations from
contributions. This Plan's Accrual Computation Period is the Plan Year
and any shorter period used by the Administrator according to any
11-1
<PAGE>
exhibits and the Plan article 4 subsection entitled "Program of
Allocations" (see Plan section 4.06(b)).
11.03. Accrued Benefit
---------------
(a) Accrued Benefit is defined in ERISA section 3(23) and refers to
---------------
the accumulated entitlement attributable to an individual's
participation in a Pension Plan that is a Qualified Plan or a Non-
qualified Pension Plan, without regard to whether that interest is
Forfeitable or Nonforfeitable.
(b) For an Employer-maintained Nonqualified Pension Plan or
Pension Plan that is a Qualified Plan and has only individual
accounts and no other benefit, Accrued Benefit means an
------- -------
individual's funded Account balance according to that plan but
excluding any balances attributable to accounts like this Plan's
Plan Liability Accounts.
(c) For an Employer-maintained Defined Contribution Plan, Accrued
-------
Benefit means an individual's funded Account balance, which
-------
does not include any part of a Plan Liability Account; however,
this Plan uses the term "Account" more often to refer to the
Plan's benefits exclusive of its Earned Benefits; and occasionally,
Accrued Benefit is used to mean a Participant's total benefit (Plan
------- -------
Contract ownership leading to death benefit plus potential other
benefits) as if Account balances + Earned Benefits = Accrued
Benefit.
(d) Accrued Benefit, for any Employer-maintained Defined Benefit
------- -------
Plan, means an individual's right to a benefit that is determined
under that plan and, except as provided in ERISA sec-
tion 204(c)(3), that is expressed as an annual benefit beginning at
normal retirement age.
11.04. Acquiring Person means any Person who satisfies the requirements of
--------- ------
either subsection (a) or (b) of this section.
(a) A Person, considered alone or together with all Control Affiliates
and Associates of that Person, becomes directly or indirectly the
11-2
<PAGE>
beneficial owner of Securities representing at least thirty percent
of the Sponsor's then outstanding Securities entitled to vote
generally in the election of the Board.
(b) A Person enters into an agreement that would result in that
Person satisfying the conditions in subsection (a) or that would
result in an Employer's failure to be an Affiliate.
11.05. Active Participant means a Participant who is a Covered Employee. An
------------------
Active Participant is not automatically entitled to allocations from all
contributions or according to all Plan exhibits mentioned in the Plan
article 4 subsection entitled "Program of Allocations" (see Plan
section 4.06(b)).
11.06. Adjusted Severance from Service Date is determined according to
------------------------------------
Treasury Regulation section 1.410(a)-7T.
11.07. Administrator means a single person (an individual or an entity) or a
-------------
Plan Committee that is a Named Fiduciary appointed according to Plan
article 10 to be the Plan's person described in ERISA section 3(16).
11.08. Administrator's Rules means any interpretations or operating guidelines,
---------------------
regulations, or rules established by or for the Administrator for
operating the Plan, as authorized by the Plan's provisions.
11.09. Affiliate means, as to an Employer,
---------
(a) a member of a controlled group of corporations as defined in
Code section 1563(a), determined without regard to Code sections
1563(a)(4) and 1563(e)(3)(C), of which that Employer is a
member according to Code section 414(b);
(b) a trade or business (whether or not incorporated) that is under
common control with that Employer as determined according to
Code section 414(c); or
(c) a member of an affiliated service group of which that Employer
is a member according to Code section 414(m).
11-3
<PAGE>
See also: Control Affiliate and ERISA Affiliate, which is defined
according to ERISA section 407(d)(7).
11.10. Affiliate-maintained means, as to an Affiliate, the same thing that
--------------------
Employer-maintained means as to an Employer.
-------------------
11.11. After-tax Savings Account refers to a Participant's Account to which
-------------------------
assets attributable to his Mandatory Contributions--other than Mandatory
Contributions to maintain Earned Benefits, as required by the Plan--and
his Voluntary Contributions are allocated.
11.12. Age means how old a person was on his immediate past (most recent)
---
birthday.
11.13. Agreement refers to any agreement between a Participant and an
---------
Employer, to the extent that the agreement relates to this Plan;
Agreement should not be confused with Trust Agreement.
--------- ----- ---------
11.14. Allocation Period refers to the time after a Plan contribution occurs
-----------------
and before a distribution of Plan benefits occurs. Except during a
Suspension Period, each Allocation Period may be but moments, long
enough to create Account balances and reduce Plan Liability Accounts.
11.15. Alternate Payee means a Participant's Spouse, former Spouse, child, or
---------------
other dependent who is recognized by a Domestic Relations Order as
having a right to receive all or a portion of the benefits payable
under the Plan with respect to that Participant.
11.16. Annual Addition means any allocation to a Participant's Account. No
---------------
Annual Addition is permissible or is credited to an individual's Accrued
Benefit for any Plan Year if, when added to his other permissible Annual
Additions, the total would exceed his Maximum Annual Addition
allowance for the Plan Year. Any amount that cannot be credited to an
individual's Accrued Benefit according to the Plan subsections entitled
"General limits" and "Maximum Annual Addition limitations" (see Plan
sections 4.04(a) and (e)) is not an Annual Addition for the Plan Year
but is an Excess Annual Addition.
11-4
<PAGE>
11.17. Assignment or Alienation include arrangements described in
------------------------
subsections (a) and (b) and specifically exclude arrangements described
in subsections (c) through (g).
(a) An arrangement providing for the payment to an Employer of
Plan benefits that otherwise would be due the Participant under
this Plan is an Assignment or Alienation.
(b) A direct or indirect arrangement (whether revocable or
irrevocable) in which someone acquires from a Participant or
Beneficiary a right or interest enforceable against the Plan in or
to all or any part of a Plan benefit payment that is or may
become payable to the Participant or Beneficiary is an
Assignment or Alienation.
(c) An arrangement for withholding federal, state, or local tax from
Plan benefit payments is not an Assignment or Alienation.
(d) An arrangement for the recovery by the Plan of benefit
overpayments previously made to a Participant or Beneficiary is
not an Assignment or Alienation.
(e) An arrangement for the transfer of benefit rights from the Plan to
another Pension Plan is not an Assignment or Alienation.
(f) An arrangement for the direct deposit of benefit payments to an
account in a bank, savings and loan association, or credit union
is not an Assignment or Alienation, but only if that arrangement
is not part of one that would otherwise constitute an Assignment
or Alienation (for example, an allowable arrangement could
provide for the direct deposit of a Participant's benefit payments
to a bank account held by the Participant and the Participant's
spouse as joint tenants).
(g) An arrangement that is pursuant to a Qualified Domestic
Relations Order is not an Assignment or Alienation.
11-5
<PAGE>
(h) An arrangement by which a Participant or Beneficiary directs the
Plan to pay all or part of a Plan benefit payment to a third party,
including an Employer, is not an Assignment or Alienation if
(1) the arrangement is revocable at any time by the
Participant or Beneficiary; and
(2) the third party files a written acknowledgement of the
arrangement with the Administrator. To be satisfactory,
a written acknowledgement must state that the third party
has no enforceable right in or to any Plan benefit payment
or part of a Plan benefit payment (except to the extent of
payments already received according to the terms of the
arrangement). A blanket written acknowledgement for all
Participants and Beneficiaries who are covered under the
arrangement with the third party is sufficient. The written
acknowledgement must be filed with the Administrator no
later than ninety days after the arrangement is entered into
or by any later date permitted by Treasury regulations.
11.18. Associate, with respect to any Person, is defined in Rule 12b-2 of the
---------
General Rules and Regulations under the Securities Exchange Act of
1934, as amended as of January 1, 1990, which reads as follows:
The term Associate used to indicate a relationship
---------
with any person, means (1) any corporation or organ-
ization of which such person is an officer or partner
or is, directly or indirectly, the beneficial owner of
ten percent or more of any class of equity securities,
(2) any trust or other estate in which such person has
a substantial beneficial interest or as to which such
person serves as trustee or in a similar fiduciary
capacity, and (3) any relative or spouse of such
person, or any relative of such spouse, who has the
same home as such person or who is a director or
officer of such person or any of its parents or
subsidiaries.
11-6
<PAGE>
For purposes of this Plan, Associate does not include the Primary
---------
Employer or a Majority-owned Subsidiary of the Primary Employer.
11.19. Basic Contribution means the Employer contribution described in the
------------------
Plan section entitled "Basic Contribution" (see Plan section 3.05).
11.20. Beneficiary or Beneficiaries is defined in ERISA section 3(8). That
----------- -------------
source indicates that Beneficiary or Beneficiaries mean one or more
----------- -------------
individuals or other entities so designated by a Participant according
to the Plan subsection entitled "Beneficiary designation" (see Plan
section 7.02(b)) or, if there is no effective designation, then as
enumerated in that Plan subsection.
11.21. Beneficiary-owner means a Beneficiary to whom an ownership interest
-----------------
in a Plan Contract issued on the life of a Participant has been
transferred.
11.22. Board or Board of Directors, without modification, means the Primary
----- ------------------
Employer's board of directors or governing body and, with
modification, means the board of directors or governing body of the
entity referred to.
11.23. Break in Service is a Vesting Period of Severance. An Employee has a
----------------
one-year Break in Service if, after crediting Service for Maternity or
-------- ----- -- -------
Paternity Leaves of Absence, he has twelve consecutive months in a
Break in Service.
11.24. Code means the Internal Revenue Code of 1986, including its predecessor
----
versions and its subsequent versions, as currently amended for the
applicable time.
11.25. Compensation, for any individual, means the annual base salary received
------------
from the Employer on whose payroll the individual currently is enrolled.
11.26. Continuing Directors means those members of the Board who satisfy the
--------------------
requirements of either subsection (a), subsection (b), or subsection
(c) of this section.
(a) The individual was a Board member before an event defined as
a First-tier Trigger Event or before an event defined as a Second-
11-7
<PAGE>
tier Trigger Event that was not preceded (in the same Suspension
Period) by a First-tier Trigger Event.
(b) The individual was a Board member at the end of a Suspension
Period that started with a First-tier Trigger Event or that started
with a Second-tier Trigger Event that was not preceded (in the
same Suspension Period) by a First-tier Trigger Event.
(c) The individual was nominated for election or elected by a two-
thirds majority vote of Board members who satisfy the
requirements of subsection (a) or (b) of this section.
A Board member may not satisfy the requirements of this section if that
member was nominated for election or elected by Board members who
are elected by or recommended for election by an Acquiring Person.
11.27. Contract means a life insurance policy issued by an Insurer on the
--------
life of a Covered Employee (including a Plan Contract). A Contract is
a Plan Contract if it is one of the divided-ownership Contracts
described in the definition "Plan Contract." The Plan's interest in a
Contract (including a Plan Contract) is a Plan asset until the Plan's
interest in that Contract is transferred or distributed to a
Participant-owner or Beneficiary-owner to satisfy some or all of an
Earned Benefit (a death benefit or another type of benefit); upon that
distribution, the Contract is no longer a Plan asset. If there is any
conflict between provisions of this Plan and the terms of the Contract
issued according to this Plan, the provisions of the Contract relating
to the treatment of the Contract itself and its distributions must
control.
11.28. Control, Controlling, and all variants (including under common Control
------- ----------- --------------------
with) are defined in Rule 12b-2 of the General Rules and Regulations
----
under the Securities Exchange Act of 1934, as amended as of January 1,
1990, which reads as follows:
The term Control (including the terms controlling,
-------
controlled by, and under common control with) means
the possession, direct or indirect, of the power to
direct or cause the direction of the management and
11-8
<PAGE>
policies of a person, whether through the ownership
of voting securities, by contract, or otherwise.
11.29. Control Affiliate, with respect to any Person, means an affiliate as
-----------------
defined in Rule 12b-2 of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended as of January 1, 1990,
which reads as follows:
An affiliate of, or a person affiliated with, a specified
person, is a person that directly, or indirectly through
one or more intermediaries, controls, or is controlled
by, or is under common control with, the person
specified.
11.30. Covered Employee means an Employer's Employee who is eligible to
----------------
participate in the Management Incentive Compensation Plan of Crestar
Financial Corporation or who has been designated (by name or by
description, and the description can identify a group) by the Primary
Employer's Designee as a Covered Employee, who has not Separated
from Service since becoming a Covered Employee, and who has not had
his designation as a Covered Employee revoked by the Primary
Employer's Designee.
11.31. Credited Service means Hours of Service accumulated for a Computation
----------------
Period; otherwise, it means Service generally.
11.32. Current Earned Benefit means a currently enjoyed Earned Benefit
----------------------
described in the Plan section entitled "Benefits Provided" (see Plan
section 4.01) or in a lettered Plan exhibit, such as a death-benefit
promise that would pay benefits if the individual in question were to
die immediately. A Current Earned Benefit might expire after a certain
term, such as a Current Earned Benefit of yearly renewable term
insurance. A Current Earned Benefit may be Nonforfeitable or
Forfeitable as described in the Plan article entitled "Vesting" (see
Plan article 5).
See also Nonforfeitable and Forfeitable.
11.33. Defined Benefit Plan or DBP means a plan defined in ERISA
-------------------- ---
section 3(35).
11-9
<PAGE>
11.34. Defined Contribution Plan or DCP means a plan defined in ERISA
------------------------- ---
section 3(34).
11.35. Disabled, Disability means entitled to receive benefits on account of
--------------------
disability under the Crestar Financial Corporation Long Term Disability
Benefits Plan or the Crestar Financial Corporation Executive Welfare
Plan.
11.36. Domestic Relations Order is defined in ERISA section 206(d)(3)(B)(i).
------------------------
11.37. Earliest Retirement Age, for purposes of Qualified Domestic Relations
-----------------------
Orders is defined in ERISA section 206(d)(3)(E)(ii).
11.38. Early Retirement under this Plan means Separation from Service after
----------------
attainment of Age fifty-five and before attainment of Normal Retirement
Age.
11.39. Earned Benefit is not defined in ERISA but refers to the accumulated
--------------
entitlement attributable to an individual's participation in this
Plan's welfare benefits, without regard to whether that interest is
Forfeitable or Nonforfeitable.
11.40. Earnings, for any individual for any relevant period, means the largest
--------
amount that the individual may consider as taxable income from the
Employers in return for his services.
11.41. Effective Date is January 1, 1991. The Effective Date refers to the
--------------
date of origin of the Plan as memorialized in this document and is the
date on which this document's provisions are effective.
11.42. Eligibility Service Year means a Year of Service credited for the
------------------------
Participant's Computation Periods defined in Labor Regulation
section 2530.202-2(a) and (b)(2).
11.43. Eligible Employee, no earlier than the Effective Date, means a Covered
-----------------
Employee on whose life a Contract has been issued and made effective
by an Insurer and who has satisfied the conditions of eligibility and
may therefore accrue benefits (even in the form of Plan Liability
Accounts that might be satisfied later by contributions) according to
one of this
11-10
<PAGE>
Plan's lettered exhibits describing a category of Plan benefits. An
Employee's status as an Eligible Employee applies separately to each
benefit category described in one of this Plan's lettered exhibits.
Even when an Employee becomes a Participant for purposes of one such
category of benefits, he is not automatically an Eligible Employee as
to all such benefit categories, and he must satisfy each exhibit's
requirements separately.
11.44. Employee is an individual who renders personal services to or through
--------
an Employer or an Affiliate and who is subject to the control of an
Employer or an Affiliate. An individual who is in an employer-employee
relationship with an Employer or an Affiliate as determined for Federal
Insurance Contribution Act purposes and Federal Employment Tax
purposes, including Code section 3401(c), automatically satisfies the
preceding sentence's requirements for determinations of whether that
individual renders personal services and is subject to the control of an
Employer or an Affiliate.
11.45. Employee Contribution means a Participant's Mandatory Contributions
---------------------
or Voluntary Contributions.
11.46. Employee Contribution Account, as to any Participant, means the value
-----------------------------
of the Plan assets, including assets of the Trust Fund, attributable to
Participant contributions that are set aside for and allocated to that
Participant. The amount does not include earnings on the contributions
until those Earnings are allocated to that Account according to this
Plan, but it does include interests in Contracts (but not Plan
Contracts) or other assets procured from those contributions and held
for the benefit of that Participant (see After-tax Savings Account).
11.47. Employer means the Primary Employer and the other entities identified
--------
in the Plan section entitled "Primary Employer and Other Employers"
(see Plan section 1.07); any successor by merger, purchase, or
otherwise that maintains the Plan; or any predecessor that has
maintained the Plan. Service to an unincorporated business or practice
to which an Employer has become successor will be considered to be
Service for that Employer.
11.48. Employer Contribution Account means a Participant's Supplemental
-----------------------------
Account, his Named Accounts, and the portion of his Transfer Account
11-11
<PAGE>
attributable to Employer contributions. Employer Contribution Account
-------- ------------ -------
includes either the assets derived from the Employer contributions or
the value of the assets derived from the Employer contributions,
derived from Forfeitures and their earnings, and interests in
Contracts or other assets procured from those contributions and
earnings held for the benefit of the Participants.
11.49. Employer-designated Suspense Account means a Suspense Account
------------------------------------
governed by Plan section 4.10.
11.50. Employer-maintained refers to each employee-benefit plan directly or
-------------------
indirectly established according to law or continued by an Employer.
11.51. Entry Date generally means the date that an Eligible Employee begins
----------
participation under the Plan. A Participant's Entry Date is the date
----------
set for that individual according to Plan article 2 or by the Primary
Employer's Designee.
11.52. ERISA means the Employee Retirement Income Security Act of 1974,
-----
excluding its title II, as currently amended for the applicable time.
11.53. ERISA Affiliate means an affiliate as defined in ERISA sec-
---------------
tion 407(d)(7). ERISA section 407(d)(7) states that a corporation is an
affiliate of an Employer if it is a member of any controlled group of
corporations (as defined in Code section 1563(a), except that
"applicable percentage" is substituted for "eighty percent" whenever
the latter percentage appears in Code section 1563(a)) of which that
Employer is a member. For purposes of the preceding sentence, the term
"applicable percentage" means fifty percent or such lower percentage
as the Secretary of Labor may prescribe by regulation. ERISA section
407(d)(7) also provides that a person other than a corporation is
treated as an Employer's affiliate to the extent provided in
regulations of the Secretary of Labor of the United States, and it
provides that an Employer that is not a corporation is treated as
having affiliates to the extent provided in such regulations. The
definition of ERISA Affiliate in this section is adjusted as
---------------
appropriate to be consistent with any regulations that are
promulgated.
11-12
<PAGE>
11.54. Excess-addition Suspense Account means an Account required according
--------------------------------
to Plan section 4.04 to hold amounts that may not be allocated to
Participants' Accounts without exceeding this Plan's limitations on
Annual Additions.
11.55. Excess Annual Additions are amounts that ordinarily would be allocated
-----------------------
to Participants' Accounts but cannot be allocated as Annual Additions in
the Plan for a Plan Year. Excess Annual Additions are governed by the
Plan subsection entitled "The Excess-addition Suspense Account" (see
Plan section 4.04(h)).
11.56. Fiduciary is defined in ERISA section 3(21) and means a person (defined
---------
in ERISA section 3(9) to include an individual, partnership, joint
venture, corporation, mutual company, joint-stock company, trust,
estate, unincorporated organization, association, or employee
organization) described in any of this section's subsections, but only
to the extent that the subsection is true as to that person.
(a) The person exercises any discretionary authority or discretionary
control respecting management of this Plan or exercises any
authority or control respecting management or disposition of Plan
assets.
(b) The person renders investment advice for a fee or other
compensation, direct or indirect, for any moneys or other property
of this Plan or the Trust Fund, or has any authority or
responsibility to do so.
(c) The person has discretionary authority or discretionary
responsibility in the administration of this Plan.
(d) The person accepts the designation from any Named Fiduciary
authorized to designate persons other than Named Fiduciaries to
carry out fiduciary responsibilities according to this Plan.
As provided in ERISA sections 3(21) and 404(c)(1), Fiduciary does not
---------
include a Participant or a Beneficiary with respect to his directions
according to this Plan or a Trust Agreement when he exercises control
over the assets in his Account; nor does it include an investment
11-13
<PAGE>
company registered under the Investment Company Act of 1940 or the
investment advisor of the investment company merely because assets of
the Trust Fund are invested in securities issued by the investment
company.
11.57. First-tier Trigger Event
------------------------
(a) First-tier Trigger Event means an event described in this Plan's
------------------------
exhibit entitled "First-tier Trigger Events"; that exhibit may be
amended by the Primary Employer without amending this Plan,
except during a Suspension Period. Until the exhibit entitled
"First-tier Trigger Events" exists, subsection (b) of this Plan
section is deemed to be that exhibit.
(b) A First-tier Trigger Event occurs if the Primary Employer's Board
------------------------
meets (whether at a regularly scheduled meeting or a special
meeting) to consider a proposal for a transaction that, if
consummated, would constitute a Second-tier Trigger Event.
11.58. Fiscal Year means the Trust's tax year for federal income tax purposes.
-----------
11.59. Forfeitable means the portion of an Account or Earned Benefit that may
-----------
be reduced, cancelled, or otherwise eliminated as described in the
Plan article entitled "Vesting" (see Plan article 5). A Forfeitable
Account or Earned Benefit may be cancelled in whole or in part by the
Primary Employer's Designee at any time. The expiration of a
Forfeitable Earned Benefit may be accelerated by the Primary
Employer's Designee at any time. The amount of any benefit payment for
a Forfeitable Earned Benefit may be reduced by the Primary Employer's
Designee at any time.
11.60. Forfeiture, Forfeit, and all variants refer to an individual's
-------------------
Forfeitable Earned Benefit which is reduced, cancelled, or otherwise
eliminated.
11.61. Fund and Trust Fund all refer to Plan Assets according to the Plan
---- ----------
section entitled "Trust Fund; General Amounts; Segregated Amounts"
(see Plan section 9.03).
11-14
<PAGE>
11.62. General Amounts means the Trust Fund excluding Segregated Amounts
---------------
according to the Plan section entitled "Trust Fund; General Amounts;
Segregated Amounts" (see Plan section 9.03).
11.63. Hour of Service means each hour for which an Employee is paid or is
---------------
entitled to payment for the performance of duties for an Employer or an
Affiliate, as provided in Labor Regulation section 2530.200b-2.
11.64. Income Suspense Account means a Suspense Account governed by Plan
-----------------------
section 4.11.
11.65. Insurer means a licensed insurance company qualified according to
-------
ERISA section 403(b)(1) that has issued, or may issue, a Contract to
the Trustee or a Contract that is a Plan Asset according to the terms
of this Plan.
11.66. Interested Person or Interested Party means each Employer, the
----------------- ----------------
Administrator, each Participant, and each Beneficiary of a deceased
Participant.
11.67. Introduction means the part of this document with that heading
immediately preceding Plan article 1. The Introduction is a substantive
part of the Plan.
11.68. Investment Manager is defined in ERISA section 3(38). An Investment
------------------ ----------
Manager is a Fiduciary (other than a Trustee or Named Fiduciary)
-------
(a) who has the power to manage, acquire, or dispose of any Plan
asset;
(b) who either
(1) is registered as an investment adviser under the
Investment Advisers Act of 1940,
(2) is a bank under the Investment Advisers Act of 1940, or
(3) is an insurance company qualified to perform services
described in subsection (a) under the laws of more than
11-15
<PAGE>
one state (defined to include the District of Columbia);
and
(c) has acknowledged in writing that he is a Fiduciary as to the Plan.
11.69. Involuntary Cash-Out means a distribution without the Participant's
--------------------
consent of a Participant's entire Nonforfeitable Account balance after
the Participant has Separated from Service with the Employers and
terminated participation in the Plan.
11.70. Leave of Absence means an individual's non-working period (but without
----------------
Separation from Service) granted by an Employer for reasons relating to
(a) accident, sickness, or disability for which no benefits are being
paid under this Plan (including Maternity or Paternity Leaves of
Absence);
(b) job-connected education or training; or
(c) government service, including jury duty, whether elective or by
appointment.
In authorizing Leaves of Absence for sickness, disability, maternity,
education, or other purposes, an Employer must adopt a policy to be
uniformly applied to all individuals, treating all individuals under
similar circumstances in a similar manner.
Any individual who leaves the employment of an Employer to enter the
service of the United States of America during a period of national
emergency or at any time through the operation of a compulsory military
service law is deemed to be on Leave of Absence during the period of
service and during any period after discharge from service in which re-
employment rights are guaranteed by law.
11.71. Majority-owned Subsidiary is defined in Rule 12b-2 of the General Rules
-------------------------
and Regulations under the Securities Exchange Act of 1934, as amended
as of January 1, 1990, which reads as follows:
11-16
<PAGE>
The term Majority-owned Subsidiary means a subsid-
-------------------------
iary more than fifty percent of whose outstanding
securities representing the right, other than as affected
by events of default, to vote for the election of
directors, is owned by the subsidiary's parent and/or
one or more of the parent's other Majority-owned
--------------
Subsidiaries.
------------
11.72. Mandatory Contribution means a Participants', Participant-owner's, or
----------------------
Beneficiary-owner's contribution that is required as a condition of
obtaining benefits (or additional benefits) under this Plan. All
Account balances vest (become Nonforfeitable) based on Vesting Credits
that only accompany Mandatory Contributions. The Plan's Earned Benefit
that is divided ownership in a Plan Contract also is based upon
Mandatory Contributions in the sense that the Participant loses the
divided ownership benefit if he fails to pay a premium.
11.73. Maternity or Paternity Leave of Absence means an absence from work
---------------------------------------
for any period
(a) by reason of the pregnancy of the individual,
(b) by reason of the birth of a child of the individual,
(c) by reason of the placement of a child with the individual in
connection with the adoption of such child by such individual, or
(d) for purposes of caring for such child for a period beginning
immediately following such birth or placement.
11.74. Maximum Annual Addition, for any individual, means this Plan's
-----------------------
limitation on Annual Additions for that individual (see Plan section
4.04). The Maximum Annual Addition limitation is intended to avoid
premature taxation of Participants.
11.75. Minimum Death Benefit, as to any Plan Contract, means the minimum
---------------------
amount of the death benefit payable upon the death of the Participant
covered by that Plan Contract. A Participant-owner or a Beneficiary-
owner may elect, according to the Administrator's Rules, a Minimum
11-17
<PAGE>
Death Benefit that is a multiple of the Participant's Compensation
permitted by the Administrator. Until the Administrator announces
otherwise, the Minimum Death Benefit permitted is between one and five
times the Participant's Compensation. The Minimum Death Benefit
elected as to each Plan Contract is listed in a schedule to this Plan.
11.76. Named Account means an Employer Contribution Account identified in
-------------
Plan section 4.05(b) but not otherwise identified in these
definitions, created according to Plan article 3 and Plan article 4 to
provide special Accrued Benefits, the nature of which benefits will
usually be reflected in the Administrator's identification of the
Account.
11.77. Named Fiduciary is defined in ERISA section 402(a)(2) and, as to this
---------------
Plan, means the Primary Employer, any Sponsor, any other Employer,
and the Administrator, as well as a Fiduciary who, according to the
provisions of this Plan, is identified as a Named Fiduciary by the
Primary Employer.
11.78. Nonforfeitable is defined in ERISA section 3(19) for Pension Plans and
--------------
has a similar definition for purposes of this Plan. Nonforfeitable
--------------
means a claim obtained by an individual to part or all of an Account
or Earned Benefit arising under this Plan if the claim is legally
enforceable against this Plan or any Insurer and cannot be reduced,
cancelled, or eliminated by acceleration of its expiration date.
11.79. Normal Retirement Age means a Participant's sixty-fifth birthday.
---------------------
11.80. Normal Retirement Date, for any Pension Plan, means the normal
----------------------
retirement age under that Pension Plan or, if later, the earliest date
under that Pension Plan on which an individual participating in that
Pension Plan may begin to receive the benefit required by law to be
Nonforfeitable as of his normal retirement age.
11.81. Parent is defined in Rule 12b-2 of the General Rules and Regulations
------
under the Securities Exchange Act of 1934, as amended as of January 1,
1990, which reads as follows:
11-18
<PAGE>
A Parent of a specified person is an affiliate con-
------
trolling such person directly, or indirectly through one
or more intermediaries.
11.82. Participant means any Employee or former Employee who has begun
-----------
participation in this Plan according to Plan article 2 and whose
Accrued Benefits have not been Forfeited or fully satisfied through
distributions.
11.83. Participant-owner means a Participant who has an ownership interest in
-----------------
a Plan Contract.
11.84. Party in Interest is defined in ERISA section 3(14) and means
-----------------
(a) any Fiduciary (including, but not limited to, any administrator,
officer, trustee or co-trustee, or custodian), counsel, or employee
of this Plan;
(b) a person providing services to this Plan;
(c) an Employer;
(d) an employee organization any of whose members are covered by
the Plan;
(e) an owner, direct or indirect, of fifty percent or more of
(1) the combined voting power of all classes of stock entitled
to vote or the total value of shares of all classes of stock
of a corporation,
(2) the capital interest or the profits interest of a partnership,
or
(3) the beneficial interest of a trust or unincorporated
enterprise,
which is an Employer or an employee organization described in
subsection (d) under this Plan;
11-19
<PAGE>
(f) a spouse, ancestor, lineal descendant, or spouse of a lineal
descendant of any individual described in subsections (a), (b),
(c), or (e);
(g) a corporation, partnership, trust, or estate of which (or in which)
fifty percent or more of
(1) the combined voting power of all classes of stock entitled
to vote or the total value of shares of all classes of stock
of such a corporation,
(2) the capital interest or the profits interest of such a
partnership, or
(3) the beneficial interest of such a trust or estate,
is owned, directly or indirectly, or is held by persons described in
subsections (a), (b), (c), (d), or (e);
(h) an employee, officer, director (or an individual having powers or
responsibilities similar to those of officers or directors), or a
ten-percent or more shareholder (directly or indirectly) of this
Plan or of a person described in subsections (b), (c), (d), (e),
or (g); or
(i) a ten-percent or more (directly or indirectly in capital or
profits) partner or joint venturer of a person described in
subsections (b), (c), (d), (e), or (g).
11.85. Pension Plan is defined in ERISA section 3(2) and, except as provided
------------
in ERISA section 3(2)(B), means any plan, fund, or program ever esta-
blished or maintained by an employer or by an employee organization,
or by both, to the extent that by its express terms or as a result of
surrounding circumstances that plan, fund, or program--regardless of the
method of calculating the contributions made to the plan, the method of
calculating the benefits under the plan, or the method of distributing
benefits from the plan--provides retirement income to employees or
results in a deferral of income by employees for periods extending to
the termination of employment or beyond.
11-20
<PAGE>
11.86. Person means any human being, firm, corporation, partnership, or other
------
entity. Person also includes any human being, firm, corporation,
------
partnership, or other entity as defined in sections 13(d)(3) and
14(d)(2) of the Securities Exchange Act of 1934, as amended as of
January 1, 1990, which read as follows:
When two or more persons act as a partnership,
limited partnership, syndicate, or other group for the
purpose of acquiring, holding, or disposing of
securities of an issuer, such syndicate or group shall
be deemed a Person for purposes of this subsection.
------
For purposes of this Plan, Person does not include the Primary Employer
------
or any wholly-owned Subsidiary of the Primary Employer, and Person
------
does not include any employee-benefit plan maintained by the Primary
Employer or by any wholly-owned Subsidiary of the Primary Employer,
and any person or entity organized, appointed, or established by the
Primary Employer or by any Subsidiary for or pursuant to the terms of
any such employee-benefit plan, unless the Board determines that such
an employee-benefit plan or such person or entity is a Person.
11.87. Plan means this Crestar Financial Corporation Executive Life Insurance
----
Plan described in this document and its appendixes and exhibits. The
Plan includes each Plan Contract and each Trust Agreement; but for
ease of reference, Plan generally refers to this Plan document (and
----
appendixes and exhibits), and Plan Contract refers to the Plan
---- --------
Contracts operating in conjunction with this Plan, as defined in this
Plan. Trust Agreement also is defined in this article.
----- ---------
11.88. Plan Committee means any multiple-person Fiduciary appointed by the
--------------
Sponsor or another Fiduciary according to the terms of this Plan.
11.89. Plan Contract means a Contract used in the Plan's divided-ownership
-------------
arrangement to provide death benefits on a Participant's life and to
accumulate additional value that can be used (after accumulation) to pay
or otherwise finance premiums necessary to preserve the death benefit.
11-21
<PAGE>
11.90. Plan Liability Account means a bookkeeping record that is never part of
----------------------
a Participant's Accrued Benefit but that is used to show a Participant's
potential allocations for some purposes under this Plan.
11.91. Plan Year, for this Plan, means the twelve-month period beginning with
---------
December 31 through December 30. For any other Plan, it means the
twelve-month period on which its records are kept, as defined in ERISA
section 3(39).
11.92. Predecessor Plan means a Primary Employer-maintained, Employer-
----------------
maintained, or Affiliate-maintained Welfare Plan from which liabilities
for benefit promises have been transferred to this Plan.
11.93. Primary Employer means Crestar Financial Corporation.
----------------
11.94. Primary Employer-maintained refers to each Welfare Plan directly or
---------------------------
indirectly established according to law or continued by the Primary
Employer. It includes all such Welfare Plans, whether or not the plans
have been terminated.
11.95. Primary Employer's Designee means the Primary Employer's
---------------------------
Compensation and Benefits Manager or such other Primary Employer
officer as the Primary Employer may designate.
11.96. Profit, for purposes of this Plan, means the Employers' total net income
------
from all preceding years and for the tax year for which the
determination is being made, determined by each Employer on the basis
of its books of account and in accordance with its standard and
customary accounting practices but before deduction of taxes based on
income and without reduction for any special non-recurring item such
as an extraordinary loss from the sale or other disposition of any
asset or reserve, and without reduction for contributions to this Plan
or any other Pension Plan or other plan or method of providing
deferred or year-end compensation for the period for which the
determination is being made.
11.97. Profit-sharing Plan, according to Treasury Regulation section 1.401-
-------------------
1(b)(ii), means a Pension Plan that is established and maintained by
an employer to provide for the participation in its profits by its
employees or their beneficiaries. According to Code section
401(a)(27), however,
11-22
<PAGE>
the question of whether a plan is a Profit-sharing Plan is determined
without regard to the employer's current or accumulated profits and
without regard to whether the employer is a tax-exempt organization.
This Plan is a Profit-sharing Plan that is not a Qualified Plan; it is a
nonqualified Pension Plan (i.e., a Pension Plan that does not meet the
Code's rules for Qualified Plans) that is a Profit-sharing Plan.
11.98. Program of Allocations means the formula for allocations announced by
----------------------
the Sponsor according to Plan section 4.06.
11.99. Qualified Domestic Relations Order is defined in ERISA
----------------------------------
section 206(d)(3)(B)(i).
11.100. Qualified Plan or Qualified Trust refer to a plan or a trust
-------------- ---------------
maintained as part of a plan, in compliance with Code part I,
subchapter D, chapter 1, subtitle A.
11.101. Recoverable Costs, as to any Plan Contract, are the Employer costs
-----------------
associated with that Plan Contract and the Plan for which the Employer
has a right to be repaid by realizing on a portion of the Plan
Contract's cash value and a portion of the Plan Contract's death
benefit. The Recoverable Costs are equal to the sum of:
(a) the Employer's premium payments;
(b) interest paid by the Employer on Plan Contract loans (or an
allowance for that interest or cost set in advance by the Primary
Employer's Designee as an exhibit to this Plan);
(c) reasonable administrative expenses paid by the Employer; and
(d) the Employer's cost of its funds used to pay premiums, interest,
and administrative expenses, calculated at 12 percent (or an
allowance for that interest or cost set in advance by the Primary
Employer's Designee as an exhibit to this Plan).
In some circumstances, Recoverable Costs is a smaller amount because
-----------------
fewer of the expense items are included in the calculation (see this
Plan's
11-23
<PAGE>
exhibit entitled "Recoverable Costs" (if one exists) annexed as part of
this Plan).
11.102. Related Entity means an Affiliate or a corporation that would be an
--------------
Affiliate if the phrase "at least eighty percent" in Code section
1563(a) read "more than fifty percent" or an unincorporated trade or
business that would be an Affiliate if Code section 414(c) were
construed using the standard of "more than fifty percent" instead of
"at least eighty percent."
11.103. Related Entity-maintained means, as to a Related Entity, the same thing
-------------------------
that Employer-maintained means to an Employer.
-------------------
11.104. Relative is defined in ERISA section 3(15) and means an individual's
--------
spouse, ancestor, lineal descendant, or spouse of a lineal descendant.
11.105. Restoration Event means an event described in Plan section 8.08(g),
-----------------
which ends the Suspension Period.
11.106. Retire, Retires and all variants mean that a Participant Separates from
------ -------
Service after becoming eligible to begin receiving a benefit under a
defined benefit plan of the Primary Employer or an Employer.
11.107. Retirement means the act of Retiring or refers to periods after a person
----------
Retires.
11.108. Second-tier Trigger Event
-------------------------
(a) Second-tier Trigger Event means an event described in this Plan's
-------------------------
exhibit entitled "Second-tier Trigger Events"; that exhibit may be
amended by the Primary Employer without amending this Plan,
except during a Suspension Period. Until the exhibit entitled
"Second-tier Trigger Events" exists, subsection (b) of this Plan
section is deemed to be that exhibit.
(b) A Second-tier Trigger Event occurs if any of the circumstances
----------- ------- -----
described in any paragraphs of this subsection occurs.
(1) the Primary Employer enters into any agreement with a
Person that involves the transfer of ownership of the
11-24
<PAGE>
Primary Employer or of all or at least fifty percent of the
Primary Employer's total assets on a consolidated basis,
as reported in the Primary Employer's consolidated
financial statements filed with the Securities and Exchange
Commission (including an agreement for the acquisition
of the Primary Employer by merger, consolidation, or
statutory share exchange--regardless of whether the
Primary Employer is intended to be the surviving or
resulting entity after the merger, consolidation, or statutory
share exchange--or for the sale of substantially all of the
Primary Employer's assets to that Person), and
(A) the agreement does not include provisions
requiring that the Person must maintain the Crestar
Financial Corporation Executive Life Insurance
Plan and its benefits according to the Crestar
Financial Corporation Executive Life Insurance
Plan's terms on the date that the agreement is
entered into; or
(B) the agreement does not include provisions requir-
ing that the Person must establish or maintain a
Welfare Plan that covers all Crestar Financial
Corporation Executive Life Insurance Plan partici-
pants on the date that the agreement is entered into
and that provides benefits that are at least equal to
the Crestar Financial Corporation Executive Life
Insurance Plan's benefits according to the Crestar
Financial Corporation Executive Life Insurance
Plan's terms on the date that the agreement is
entered into, as determined by an independent
expert applying a standard derived from ERISA
section 208; or
(C) the agreement satisfies the requirements of
paragraph (A) or (B), but does not also provide
that those provisions survive the consummation of
any transaction (including a merger, consolidation,
statutory share exchange, or sale transaction) so
11-25
<PAGE>
that any participant may enforce those provisions
against the Person; or
(D) the agreement satisfies the requirements of
paragraphs (A) or (B) and (C), but, in fact, the
Person does not maintain the Crestar Financial
Corporation Executive Life Insurance Plan or the
Person does not establish or maintain a Welfare
Plan that covers all Crestar Financial Corporation
Executive Life Insurance Plan Participants on the
date that the agreement is entered into and that
provides benefits that are at least equal to the
Crestar Financial Corporation Executive Life
Insurance Plan's benefits according to the Crestar
Financial Corporation Executive Life Insurance
Plan's terms on the date that the agreement is
entered into and as determined by an independent
expert applying a standard derived from ERISA
section 208.
(2) Any Person is or becomes an Acquiring Person described
in Plan section 11.04(a).
(3) During any period of two consecutive calendar years, the
Continuing Directors cease for any reason to constitute a
majority of the Board.
For purposes of this subsection, a Second-tier Trigger Event
occurs on the closing date of an agreement described in
paragraph (1)(A), (1)(B), or (1)(C) or on the date of breach of an
agreement, as described in paragraph (1)(D); on the date of public
disclosure that a Person has become an Acquiring Person, as
described in paragraph (2); or on the date that the Continuing
Directors cease to constitute a majority of the Board, as described
in paragraph (3).
11.109. Segregated Amounts means Trust Fund assets or Plan assets that are
------------------
otherwise required by this Plan or a Trust Agreement to be credited with
investment gains and losses separately from the remaining assets in the
11-26
<PAGE>
Trust Fund according to the Plan section entitled "Trust Fund; General
Amounts; Segregated Amounts" and the Plan subsection entitled
"Segregated Amounts" (see Plan sections 9.03 and 9.04(d)). A
Segregated Amount is not the same as an Account or an Investment
Fund; a Segregated Amount may be one or more named accounts, or it
may merely be a part of the Trust Fund identified for special treatment.
11.110. Separation, Separation from Service, and all variants mean the cessation
-----------------------------------
of the employer-employee relationship as that relationship is defined
for Federal Insurance Contribution Act (FICA) determinations on
whether compensation is wages. Specifically, the relationship of
employer-employee ceases when it no longer exists for federal
employment tax purposes or when it no longer satisfies those
applicable Employment Tax regulations, including section 31.3401(c)-1
of the Employment Tax regulations. An individual Separates from
Service when he dies, Retires, quits, leaves on account of Disability,
or is discharged.
11.111. Service means employment by an Employer unless otherwise specified.
-------
For purposes of vesting as specified in this Plan, however, a
Participant does not receive additional Vesting Credits for periods in
which he is on a Leave of Absence (including Maternity or Paternity
Leaves of Absence) or is otherwise not currently on active employment
with an Employer. An Employee on Leave of Absence for sickness or
disability or other purposes authorized by an Employer does not lose
his status if he was an Active Participant, and an Employee on Leave
of Absence on the last day of the applicable computation period is
deemed to be in the employ of his Employer.
11.112. Severance from Service Date is defined in Treasury Regulation section
---------------------------
1.410(a)-7(b)(2) as modified by Treasury Regulation section 1.410(a)-7T.
11.113. Sponsor means any Employer designated as a Sponsor in this Plan's
-------
schedules and exhibits.
11.114. Sponsor-maintained refers to each Welfare Plan directly or indirectly
------------------
established according to law or continued by the Sponsor. It includes
all relevant Welfare Plans whether or not the plans have been
terminated.
11-27
<PAGE>
11.115. Spouse means the individual legally married to a Participant (according
------
to the laws of the individual's domicile), but that individual is not a
Spouse after the marriage to the Participant is legally ended.
11.116. Subsidiary is defined in Rule 12b-2 of the General Rules and Regulations
----------
under the Securities Exchange Act of 1934, as amended as of January 1,
1990, which reads as follows:
A Subsidiary of a specified person is an affiliate
----------
controlled by such person directly, or indirectly
through one or more intermediaries.
11.117. Supplemental Account, for any Participant, means the portion of his
--------------------
Employer Contribution Account mentioned in Plan section 4.05(e) and
designed to provide benefits that supplement other benefits under
Employer-maintained Pension Plans.
11.118. Surviving Spouse means a Participant's Spouse at the time of that
----------------
Participant's death.
11.119. Suspense Account means an Employer-designated Suspense Account or
----------------
an Income Suspense Account unless it is an Excess-addition Suspense
Account required by the Plan section entitled "The Excess-addition
Suspense Account" (see Plan section 4.04(h)) to hold Excess Annual
Additions.
11.120. Suspension Period means the time after one Trigger Event and before the
-----------------
effects of all Trigger Events have been nullified by Restoration Events.
11.121. Transfer Account means, for any Participant, the portion of his Employer
----------------
Contribution Account attributable to Transfer Contributions.
11.122. Transfer Contribution means an Employer Contribution described in the
---------------------
Plan subsection entitled "Transfers" (see Plan section 3.06).
11.123. Trigger Event means a First-tier Trigger Event or a Second-tier Trigger
-------------
Event.
11-28
<PAGE>
11.124. Trust, Trust Fund, and Fund, for purposes of this Plan, refer to any
----------------- ----
trust fund established for this Plan and governed by the Trust
Agreements executed to be used with this Plan according to the Plan
section entitled "Plan Contracts, Trust Agreements" (see Plan section
9.02). For some purposes, reference is made to General Amounts and to
------- -------
Segregated Amounts, which are two components totaling the Trust Fund.
---------- -------
These two components are more specifically described in this Plan
section's subsec-tions. Although Trust refers to the relationship
-----
(between a Trustee and the Trust Fund) governed by the Trust
Agreements, the context may indicate that the term is being used to
mean the Trust Fund.
(a) Some assets are treated unlike other amounts in the Trust Fund
because their gains and losses are allocated to Accounts that hold
those assets, and such segregated assets are referred to as
Segregated Amounts.
------------------
(b) The term General Amounts means the entire Trust Fund reduced
------- -------
by the Segregated Amounts. All segregated assets must be in one
or more trusts established exclusively for segregated assets, all
of which will be part of the Trust Fund, but may be referred to
as Segregated Amounts.
---------- -------
11.125. Trust Agreement means any agreement executed by a Trustee or co-
---------------
Trustee and the Sponsor to be used by this Plan as a funding vehicle (to
hold Plan Assets), including amendments adopted according to its terms
and the provisions of this Plan.
11.126. Trustee, for purposes of the Plan, means one or more individuals or
-------
entities so designated in a Trust Agreement. Trustee also means
successors designated according to a Trust Agreement. A co-Trustee is
one of a multiple-entity Trustee under a Trust Agreement.
11.127. Valuation Date, for this Plan, means the last day of each Plan Year and
--------------
any other date determined by the Administrator.
11.128. Vesting Break means a Vesting Period of Severance that lasts at least
-------------
one year (twelve consecutive months).
11-29
<PAGE>
11.129. Vesting Computation Period means a twelve-consecutive-month period
--------------------------
used to measure Vesting Credits, Vesting Periods of Severance for
purposes of Nonforfeitability of benefits from Employer contributions,
completion of a Year of Service for vesting after a Vesting Break, and
Vesting Credits before Vesting Breaks that include twelve-consecutive-
month periods for purposes of vesting. An Employee's first Vesting
Computation Period is the twelve-consecutive-month period beginning on
the day he first receives credit for an Hour of Service for the
performance of duties. After a Vesting Break of twelve consecutive
months in a Vesting Computation Period, an Employee's first Vesting
Computation Period is the twelve-consecutive-month period beginning on
the Employee's next date on which he first receives credit for an Hour
of Service for the performance of duties. Each other Vesting
Computation Period is the twelve-consecutive-month period that begins
when the one before it ends.
11.130. Vesting Credit is credit earned by an Employee in order to accumulate
--------------
a Nonforfeitable interest in his Account. Subject to the exceptions in
the Plan subsection entitled "Exceptions" (see Plan section 5.03(b)),
a Participant receives one Vesting Credit for each Vesting Computation
Period after he attains Age eighteen and during which he is credited
with a twelve-consecutive-month Vesting Period of Service.
11.131. Vesting Hold-out Year may apply according to Code section 411(a)(6)(B)
---------------------
and also to Treasury Regulation section 1.410(a)-7(d)(5) for purposes of
determining an individual's vested interest (Nonforfeitable Account)
under the Plan attributable to Employer contributions only to an
individual who has incurred a Vesting Break or a Vesting Period of
Severance of at least one year (twelve consecutive months). If a
Vesting Hold-out Year applies to an individual, his Periods of Service
completed before his most recent Vesting Break or a Vesting Period of
Severance that lasts at least one year (twelve consecutive months) are
not required to be taken into account to determine his vesting until
he has completed a Vesting Period of Service of at least one year
after his return to Service.
11.132. Vesting Period of Service is defined in Treasury Regulation sec-
-------------------------
tion 1.410(a)-7(b)(6) as modified by Treasury Regulation sec-
tion 1.410(a)-7T.
11-30
<PAGE>
11.133. Vesting Period of Severance is used according to Treasury Regulation
---------------------------
section 1.410(a)-7(d)(4) to determine an individual's vested interest
(Nonforfeitable Account) under the Plan attributable to Employer contri-
butions.
11.134. Vesting Rule of Parity applies only to an individual who has no
----------------------
Nonforfeitable interest under the Plan attributable to Employer
contributions and who has incurred a Vesting Period of Severance that
includes five years (sixty consecutive months). An individual to whom
the Vesting Rule of Parity applies loses credit for all of his Service
that would have been used to determine his vesting (Nonforfeitability
of his Account) under this Plan if his Vesting Period of Severance
includes consecutive years that equal or exceed the number of years to
his credit from Vesting Periods of Service, whether or not
consecutive, completed before his Vesting Period of Severance. In
determining whether the Vesting Rule of Parity applies, an
individual's Vesting Period of Service for eligibility does not
include any Service lost by an earlier application of the Vesting Rule
of Parity.
11.135. Vesting Service Spanning Rule means the provisions in Treasury
-----------------------------
Regulation section 1.410(a)-7(d)(1)(iii) as modified by Treasury
Regulation section 1.410(a)-7T.
11.136. Voluntary Cash-Out means a distribution after a Participant's Separation
------------------
from Service and termination of participation in the Plan of all of a
Participant's Nonforfeitable Account, as requested by the Participant or
his Beneficiary (if the Participant is not alive).
11.137. Voluntary Contribution means any after-tax Participant contribution that
----------------------
is not a Mandatory Contribution.
11.138. Welfare Plan, Welfare Benefit Plan is defined in ERISA section 3(1).
----------------------------------
Therefore, Welfare Benefit Plan means any plan, fund, or program that
--------------------
was or is established or maintained by an employer or by an employee
organization, or by both, to the extent that such plan, fund, or program
was established or is maintained for the purpose of providing any of the
benefits described in this Plan's sections and subsections for its
participants or their beneficiaries through the purchase of insurance
or otherwise. After such a determination, Welfare Plan does not
include
11-31
<PAGE>
any plan, fund, or program that only provides benefits determined by a
court of competent jurisdiction to be deferred compensation, and does
not include any portion of any plan, fund, or program that provides
benefits determined by a court of competent jurisdiction to be
deferred compensation, in both cases, even if such benefits are
designated as welfare benefits by the document governing that plan,
fund, or program.
(a) Medical, surgical, or hospital care or benefits; or benefits in the
event of sickness, accident, disability, death, or unemployment; or
vacation benefits, apprenticeship or other training programs; or
day care centers, scholarship funds, or prepaid legal services.
(b) Any benefit described in section 302(c) of the Labor Management
Relations Act of 1947 (other than pensions on retirement or death,
and insurance to provide those pensions).
11.139. Year of Service means a computation period for which an Employee is
---------------
credited with twelve-consecutive-months of Service, but a Year of
---- --
Service does not include Service with an Employer before any termina-
-------
tion of employment that occurred before January 1, 1976, and does not
include Service excluded under the Vesting Rule of Parity.
11-32
<PAGE>
Crestor Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1990
SCHEDULE I
3.08. Division of Cost of Plan Contracts
----------------------------------
(a) General. Unless otherwise provided in a lettered exhibit to
--------
the Plan, the cost of each premium under each Plan
Contract must be paid in part by the Employer and in part
by the Participant-owner of Beneficiary-owner of the
Contract. The division of the cost of each Plan Contract
premium is designed so that the Employer pays for its
rights to the Plan Contract's death benefit and the
Employer's portion of the Plan Contract's cash value and
the Participant-owner of Beneficiary-owner pays for its
rights in the Plan Contract's death benefit and the
Participant-owner's or Beneficiary-owner's portion of the
Plan Contract's cash value.
(b) Participant-owner's or Beneficiary-owner's cost. The
------------------------------------------------
Participant-owner's or Beneficiary-owner's part of the Plan
Contract's annual premium is calculated so that the
Participant will not have additional taxable income on
account of his participation in the Plan. Therefore, the
Participant-owner's or Beneficiary-owner's part of the
premium has two components.
(1) The first component of the Participant-owner's or
Beneficiary-owner's part of the premium pays for
the Participant's current insurance protection under
the Plan Contract. For each year, this amount
equals the Insurer's rate for renewable term
insurance equal to the portion of the Plan Contract's
death benefit to which the Participant's Beneficiary
or Beneficiaries are entitled for that year. For tax
purposes, this amount is defined as the part of each
Schedule I-1
<PAGE>
premium equal to the proportionate part of the
Participant's economic benefit for that year
according to Revenue Ruling 55-747, Revenue
Ruling 64-328, Revenue Ruling 66-110, and
Revenue Ruling 67-154.
(2) The second component of the Participant-owner's or
Beneficiary-owner's part of the premium pays for
the Participant-owner's or Beneficiary-owner's
portion of the Plan Contract's cash value. For each
year, this amount is calculated so that the total of all
such payments plus all Plan Contract dividends
attributable to those payments will equal the
Participant-owner's or Beneficiary-owner's portion
of the Plan Contracts's net cash value when the
Employer releases its rights in the Plan Contract to
the Participant-owner or Beneficiary-owner under
the Plan.
(c) Employer's cost. The Employer pays the balance of all
----------------
premium payments due.
4.01 (b) Division of Ownership Interest in Plan Contracts. The
-------------------------------------------------
Participant-owner or Beneficiary-owner of a Plan Contract
retains all rights in and to the Plan Contract that are not
otherwise granted to the Employer in this Plan subsection
or in a lettered exhibit to the Plan. Except as otherwise
provided in the Plan and this Plan subsection, the
Employer must not have and may not exercise any right in
or to a Plan Contract that in any way could endanger,
defeat, or impair any of the rights of the Participant-owner
or Beneficiary-owner of the Plan Contract. Because of the
Employer's premium payments under the Plan sections
entitled "Basic Contribution" (see Plan section 3.05),
"Transfers" (see Plan section 3.06), and "Additional
Schedule I-2
<PAGE>
Contribution" (see Plan section 3.07), the Employer has
certain rights in the Plan Contract. Unless otherwise
provided, the Employer's interest in and to the Plan
Contract is specifically limited to rights in and to a portion
of the Plan Contract's cash value and a portion of the Plan
Contract's death benefit determined according to this Plan
subsection's paragraphs.
(1) Surrender or cancellation of Plan Contract. The
-------------------------------------------
Employer has the sole right to surrender or cancel
the Plan Contract on any date that is thirty-one days
after giving notice in writing to the Participant-
owner or Beneficiary-owner. If the Plan Contract is
surrendered or canceled, the Employer is entitled to
receive its cumulative Recoverable Costs less any
indebtedness against the Plan Contract. The
Employer may immediately assign to any person or
entity, including a trust, its right to recover in the
future its cumulative Recoverable Costs less any
indebtedness against the Plan Contract or its portion
of the cash surrender value. The Participant-owner
or Beneficiary-owner's portion of the Plan
Contract's cash surrender value is payable to the
Participant-owner or Beneficiary-owner or any
person designated by the Participant-owner or
Beneficiary-owner. The purpose of this provision is
specifically to provide that the sole and exclusive
right to surrender or cancel the Plan Contract is
vested in the Employer, and that the Participant-
owner or Beneficiary-owner has no right to cancel
or surrender the Plan Contract.
(2) Death of Participant. If the Participant dies, the
---------------------
Employer or any person designated by the Employer
is entitled to receive the aggregate premiums paid
Schedule I-3
<PAGE>
by the Employers on that Participant's Plan
Contracts less any indebtedness against the Plan
Contract. The recovery of the amount described in
the preceding sentence must not reduce the death
benefit payable under that Participant's Plan
Contracts below the guaranteed salary multiple
level. The Employer may immediately assign to
any person or entity, including a trust, its right to
recover in the future its cumulative Recoverable
Costs less any indebtedness against the Plan
Contract or its portion of the cash surrender value.
Any balance of the Plan Contract's death benefit
must be paid directly to the Beneficiary or
Beneficiaries designated by the Participant-owner or
Beneficiary-owner. The Employer or the
Participant-owner or Beneficiary owner may change
the settlement options of the Plan Contract at any
time during the lifetime of the Participant and
during the sixty days after the Participant dies, so
long as doing so does not adversely affect the
other's rights.
(3) Plan termination. If this Plan terminates as to any
-----------------
Participant, the Participant or the Beneficiary-owner
of the Plan Contract on the Participant's life has the
right to pay to the Employer within sixty-one days
after the date of this Plan's termination, the
Employer's cumulative Recoverable Costs less any
indebtedness against the Plan Contract assumed by
the Participant-owner or Beneficiary-owner. The
Employer may immediately assign to any person or
entity, including a trust, its right to recover in the
future its cumulative Recoverable Costs less any
indebtedness against the Plan Contract. Upon
receipt of that amount, the Employer must execute
Schedule I-4
<PAGE>
an appropriate instrument of release so that its rights
in the Plan Contract are released to the Participant-
owner or Beneficiary-owner. If the Participant-
owner or Beneficiary-owner fails to repay to the
Employer the amount specified in the first sentence
of this paragraph within sixty-one days after the date
of the Plan's termination, the Employer must refund
to the Participant-owner or Beneficiary-owner that
part of any payment made by the Participant-owner
or Beneficiary-owner for the unexpired portion of
the premium payment period in which the Plan's
termination occurred. After that sixty-one-day
period, the Participant-owner or Beneficiary-owner
must execute any or all instruments that may be
required to vest full ownership of the Plan Contract
in the Employer. After that, the Participant-owner
or Beneficiary-owner has no further interest in the
Plan Contract.
(4) End of participation. If the Participant ceases to be
---------------------
a Participant, the Employer may recover its
cumulative Recoverable Costs less any indebtedness
against the Plan Contract. The Employer may
immediately assign to any person or entity,
including a trust, its right to recover in the future its
cumulative Recoverable Costs less any indebtedness
against the Plan Contract.
(5) Changing Plan Contract's dividend option. The
-----------------------------------------
Employer has the sole right, subject to other Plan
Contract provisions, to change the Plan Contract's
dividend option.
(6) Changing Plan Contract's Nonforfeiture or
-----------------------------------------
Automatic Premium Loan provisions. The
----------------------------------
Schedule I-5
<PAGE>
Employer and the Participant-owner or Beneficiary-
owner must act jointly to elect or change any
Nonforfeiture and Automatic Premium Loan
provisions of the Plan Contract.
(7) Roll-out of Plan Contract. If this Agreement is still
--------------------------
in effect on the relevant date, on the later of the
Plan Contract's fifteenth anniversary date or an
earlier anniversary date (at the Employer's sole
discretion), the Employee's Retirement, or the
Employee's Disability, the Employer may recover
the aggregate premiums paid by the Employers on
that Participant's Plan Contracts less any
indebtedness against the Plan Contract assumed by
the Participant-owner or Beneficiary-owner. The
recovery of the amount described in the preceding
sentence must not reduce the death benefit payable
under that Participant's Plan Contracts below the
guaranteed salary multiple level. The Employer
may immediately assign to any person or entity,
including a trust, its right to recover in the future its
interest in the Plan Contract. The Plan Contract is
rolled-out to the Participant-owner or Beneficiary
owner, and the Employer must then execute an
appropriate instrument of release so that its rights in
the Plan Contract are released to Participant-owner
or Beneficiary-owner.
Schedule I-6
<PAGE>
Exhibit 10(ad)
CRESTAR FINANCIAL CORPORATION
1993 STOCK INCENTIVE PLAN
<PAGE>
CRESTAR FINANCIAL CORPORATION
1993 STOCK INCENTIVE PLAN
-------------------------
ARTICLE I
DEFINITIONS
-----------
1.01. Acquiring Person means that (a) a Person, considered alone or together
----------------
with all Control Affiliates and Associates of that Person, becomes directly or
indirectly the beneficial owner of securities representing at least thirty
percent of the Company's then outstanding securities entitled to vote
generally in the election of the Board, or (b) a person enters into an
agreement that would result in that Person satisfying the conditions in
subsection (a) or that would result in a Related Entity's failure to be a
Related Entity.
1.02. Administrator means the Committee and any delegate of the Committee
-------------
that is appointed in accordance with Article III.
1.03. Agreement means a written agreement (including any amendment or
---------
supplement thereto) between the Company and a Participant specifying the terms
and conditions of an award of Performance Shares or a Stock Award, Option or
SAR granted to such Participant.
1.04. Associate, with respect to any Person, is defined in Rule 12b-2 of the
---------
General Rules and Regulations under the Exchange Act, as amended as of January
1, 1990. An Associate does not include the Company or a majority-owned
subsidiary of the Company.
1.05. Board means the Board of Directors of the Company.
-----
<PAGE>
1.06. Change in Control means that (a) the Company enters into any agreement
-----------------
with a Person that involves the transfer of ownership of the Company or of at
least fifty percent of the Company's total assets on a consolidated basis, as
reported in the Company's consolidated financial statements filed with the
Securities and Exchange Commission (including an agreement for the acquisition
of the Company by merger, consolidation, or statutory share exchange -
regardless of whether the Company is intended to be the surviving or resulting
entity after the merger, consolidation, or statutory share exchange - or for
the sale of substantially all of the Company's assets to that Person), (b) any
Person is or becomes an Acquiring Person, or (c) during any period of two
consecutive calendar years, the Continuing Directors cease for any reason to
constitute a majority of the Board.
1.07. Code means the Internal Revenue Code of 1986, and any amendments
----
thereto.
1.08. Committee means the Human Resources and Compensation Committee of
---------
the Board.
1.09. Common Stock means the common stock of the Company.
------------
1.10. Company means Crestar Financial Corporation.
-------
1.11. Continuing Director means any member of the Board, while a member of
-------------------
the Board and (i) who was a member of the Board prior to the adoption of the
Plan or (ii) whose subsequent nomination for election or election to the Board
was recommended or approved by a majority of the Continuing Directors.
-2-
<PAGE>
1.12. Control Affiliate with respect to any Person, means an affiliate as
-----------------
defined in Rule 12b-2 of the General Rules and Regulations under the Exchange
Act, as amended as of January 1, 1990.
1.13. Control Change Date means the date on which a Change in Control occurs.
-------------------
If a Change in Control occurs on account of a series of transactions, the
Control Change Date is the date of the last of such transactions.
1.14. Corresponding SAR means an SAR that is granted in relation to a
-----------------
particular Option and that can be exercised only upon the surrender to the
Company, unexercised, of that portion of the Option to which the SAR relates.
1.15. Disability means that a Participant has satisfied the requirements for a
----------
benefit under the Crestar Financial Corporation Long Term Disability Benefits
Plan.
1.16. Exchange Act means the Securities Exchange Act of 1934, as amended and
------------
as in effect on the date of this Agreement.
1.17. Fair Market Value means, on any given date, the average of the high and
-----------------
low prices of a share of Common Stock as reported on the NASDAQ National
Marketing System of the National Association of Securities Dealers on such
date, or if the Common Stock was not traded on such day, then on the next
preceding day that the Common Stock was traded on such exchange, all as
reported by such source as the Administrator may select.
1.18. Initial Value means, with respect to a Corresponding SAR, the option
-------------
price per share of the related Option and, with respect to an SAR granted
independently of an Option, the price per share of Common Stock as determined
by the
-3-
<PAGE>
Administrator on the date of the grant; provided, however, that the
price per share of Common Stock encompassed by the grant of an SAR shall not
be less than the Fair Market Value on the date of grant.
1.19. Option means a stock option that entitles the holder to purchase from the
------
Company a stated number of shares of Common Stock at the price set forth in an
Agreement.
1.20. Participant means an employee of the Company or a Related Entity,
-----------
including an employee who is a member of the Board, who satisfies the
requirements of Article IV and is selected by the Administrator to receive an
award of Performance Shares, a Stock Award, an Option, an SAR, or a
combination thereof.
1.21. Performance Shares means an award, in the amount determined by the
------------------
Administrator and specified in an Agreement, stated with reference to a
specified number of shares of Common Stock, that entitles the holder to
receive a payment for each specified share equal to the Fair Market Value of
Common Stock on the date of payment. In the discretion of the Administrator, a
Performance Share award may include the right to receive an additional payment
for the accumulated dividends that would have been paid on each specified
share as if such dividends had been invested in Common Stock on the dividend
payment date, from the date of grant to the date of payment.
1.22. Person means any human being, firm, corporation, partnership, or other
------
entity. Person also includes any human being, firm, corporation, partnership,
or other entity as defined in sections 13(d)(3) and 14(d)(2) of the Exchange
Act, as amended
-4-
<PAGE>
as of January 1, 1990. For purposes of this Plan, the term Person does not
include the Company or any Related Entity, and the term Person does not
include any employee-benefit plan maintained by the Company or by any Related
Entity, and any person or entity organized, appointed, or established by the
Company or by any subsidiary for or pursuant to the terms of any such employee-
benefit plan, unless the Board determines that such an employee-benefit plan
or such person or entity is a Person.
1.23. Plan means the Crestar Financial Corporation 1993 Stock Incentive Plan.
----
1.24. Related Entity means any entity that directly or indirectly, through one
--------------
or more intermediaries, controls, or is controlled by, or is under common
control with, the Company.
1.25. Retirement means a Participant's separation from service on or after his
----------
early, normal or delayed retirement date under the Retirement Plan for
Employees of Crestar Financial Corporation and Affiliated Corporations.
1.26. SAR means a stock appreciation right that entitles the holder to receive,
---
with respect to each share of Common Stock encompassed by the exercise of such
SAR, the lesser of (a) the excess of the Fair Market Value at the time of
exercise over the Initial Value, or (b) the Initial Value. References to
"SARs" include both Corresponding SARs and SARs granted independently of
Options, unless the context requires otherwise.
-5-
<PAGE>
1.27. Stock Award means Common Stock awarded to a Participant under
-----------
Article IX, including shares issued in connection with an award of Performance
Shares.
ARTICLE II
PURPOSES
--------
The Plan is intended to assist the Company and Related Entities in
recruiting and retaining key employees by enabling such employees to
participate in the future success of the Company and the Related Entities and
to associate their interests with those of the Company and its shareholders.
The Plan is intended to permit the award of Performance Shares and the grant
of Stock Awards, SARs, and both Options qualifying under Section 422 of the
Code ("incentive stock options") and Options not so qualifying. No Option that
is intended to be an incentive stock option shall be invalid for failure to
qualify as an incentive stock option. The proceeds received by the Company
from the sale of Common Stock pursuant to this Plan shall be used for general
corporate purposes.
ARTICLE III
ADMINISTRATION
--------------
The Plan shall be administered by the Administrator. The Administrator
shall have authority to award Performance Shares and to grant Stock Awards,
Options
-6-
<PAGE>
and SARs upon such terms (not inconsistent with the provisions of this Plan)
as the Administrator may consider appropriate. Such terms may include
conditions (in addition to those contained in this Plan) on the exercisability
of all or any part of an Option or SAR or on the transferability or
forfeitability of a Stock Award or Performance Shares, including by way of
example and not limitation, conditions on which Participants may defer receipt
of benefits under the Plan, requirements that the Participant complete a
specified period of employment with the Company or a Related Entity, that the
Company achieve a specified level of financial performance or that the Company
achieve a specified level of financial return. In addition, the Administrator
shall have complete authority to interpret all provisions of this Plan; to
prescribe the form of Agreements; to adopt, amend, and rescind rules and
regulations pertaining to the administration of the Plan; and to make all
other determinations necessary or advisable for the administration of this
Plan. The express grant in the Plan of any specific power to the Administrator
shall not be construed as limiting any power or authority of the
Administrator. Any decision made, or action taken, by the Administrator or in
connection with the administration of this Plan shall be final and conclusive.
Neither the Administrator nor any member of the Committee shall be liable for
any act done in good faith with respect to this Plan or any Agreement, Option,
SAR, Stock Award or an award of Performance Shares. All expenses of
administering this Plan shall be borne by the Company, a Related Entity or a
combination thereof.
-7-
<PAGE>
The Committee, in its discretion, may delegate to one or more officers of
the Company all or part of the Committee's authority and duties with respect
to grants and awards to individuals who are not subject to the reporting and
other provisions of Section 16 of the Exchange Act. The Committee may revoke
or amend the terms of a delegation at any time but such action shall not
invalidate any prior actions of the Committee's delegate or delegates that
were consistent with the terms of the Plan.
ARTICLE IV
ELIGIBILITY
-----------
4.0 General. Any employee of the Company or a Related Entity (including a
-------
corporation that becomes a Related Entity after the adoption of this Plan) is
eligible to participate in this Plan if the Administrator, in its sole
discretion, determines that such person has contributed significantly or can
be expected to contribute significantly to the profits or growth of the
Company or a Related Entity. Directors of the Company who are employees of the
Company or a Related Entity may be selected to participate in this Plan. A
member of the Committee may not participate in this Plan during the time that
his participation would prevent the Committee from being "disinterested" for
purposes of Securities and Exchange Commission Rule 16b-3 as in effect from
time to time.
4.02. Grants. The Administrator will designate individuals to whom an award
------
of Performance Shares is to be granted and to whom Stock Awards, Options and
-8-
<PAGE>
SARs are to be granted and will specify the number of shares of Common Stock
subject to each award or grant. An Option may be granted with or without a
related SAR. An SAR may be granted with or without a related Option. Each
award of Performance Shares, and all Stock Awards, Options and SARs granted
under this Plan shall be evidenced by Agreements which shall be subject to the
applicable provisions of this Plan and to such other provisions as the
Administrator may adopt. No Participant may be granted incentive stock options
or related SARs (under all incentive stock option plans of the Company and any
Related Entity) which are first exercisable in any calendar year for stock
having an aggregate Fair Market Value (determined as of the date an Option is
granted) that exceeds the limitation prescribed by Code section 422(d). The
preceding annual limitation shall not apply with respect to Options that are
not incentive stock options.
ARTICLE V
STOCK SUBJECT TO PLAN
---------------------
5.01. Shares Issued. Upon the award of shares of Common Stock pursuant to
-------------
a Stock Award, or when an award of Performance Shares is earned and settled
with Common Stock (in whole or in part), the Company may issue shares of
Common Stock from its authorized but unissued Common Stock. Upon the exercise
of any Option or SAR, the Company may deliver to the Participant (or the
Participant's broker if the Participant so directs), shares of Common Stock
from its authorized but unissued Common Stock.
-9-
<PAGE>
5.02. Aggregate Limit. The maximum aggregate number of shares of Common
---------------
Stock that may be issued under this Plan is 1.7 million shares.
5.03. Limitation on Full Value Grants. Subject to the limitations set forth in
-------------------------------
Section 5.02, the maximum number of shares that may be issued under this Plan as
Stock Awards (including the settlement of Performance Share awards), is 600,000
shares.
5.04. Reallocation of Shares. If an Option is terminated, in whole or in
----------------------
part, for any reason other than its exercise or the exercise of a
Corresponding SAR, the number of shares of Common Stock allocated to the
Option or portion thereof may be reallocated to other Options, SARs, Stock
Awards and awards of Performance Shares to be granted under this Plan. If an
SAR is terminated, in whole or in part, for any reason other than its exercise
or the exercise of a related Option, the number of shares of Common Stock
allocated to the SAR or portion thereof may be reallocated to other Options,
SARs, Stock Awards and awards of Performance Shares to be granted under this
Plan. If an award of Performance Shares is forfeited, in whole or in part, the
number of shares of Common Stock allocated to the Performance Share award or
portion thereof may be reallocated to other Options, SARs, Stock Awards and
awards of Performance Shares to be granted under this Plan.
-10-
<PAGE>
ARTICLE VI
OPTION PRICE
------------
The price per share for Common Stock purchased on the exercise of an
Option shall be determined by the Administrator on the date of grant;
provided, however, that the price per share for Common Stock purchased on the
exercise of any Option shall not be less than the Fair Market Value on the
date the Option is granted.
ARTICLE VII
EXERCISE OF OPTIONS AND SARS
----------------------------
7.01. Option or SAR Period. The maximum period in which an Option or SAR
--------------------
may be exercised shall be ten years from the date such Option or SAR was
granted. The terms of any Option or SAR may provide that it is exercisable for
a period less than such maximum period.
7.02. Exercisability. Except in the event of the Participant's death,
--------------
Disability, Retirement or a Change in Control, no Option or SAR granted under
this Plan may be exercised before the first anniversary of the date of the
grant.
7.03. Nontransferability. An Option or SAR granted under this Plan shall be
------------------
nontransferable except by will or by the laws of descent and distribution. In
the event of any such transfer, the Option and any Corresponding SAR that
relates to such Option must be transferred to the same person or persons.
During the lifetime of the Participant to whom the Option or SAR is granted,
the Option or SAR may
-11-
<PAGE>
be exercised only by the Participant. No right or interest of a Participant in
any Option or SAR shall be liable for, or subject to, any lien, obligation, or
liability of such Participant.
7.04. Change in Control. Section 7.02 to the contrary notwithstanding, each
-----------------
outstanding Option and SAR shall be fully exercisable (in whole or in part at
the discretion of the holder) on and after Control Change Date and during the
period (i) beginning on the first day following any tender or exchange offer
for shares of Common Stock (other than one made by the Company), provided that
shares are acquired pursuant to such offer and (ii) ending on the thirtieth
day following the expiration of such offer.
ARTICLE VIII
METHOD OF EXERCISE
------------------
8.01. Exercise. Subject to the provisions of Articles VII and XII, an
--------
Option or SAR may be exercised in whole at any time or in part from time to
time at such times and in compliance with such requirements as the
Administrator shall determine; provided, however, that a Corresponding SAR
that is related to an incentive stock option may be exercised only to the
extent that the related Option is exercisable and when the Fair Market Value
exceeds the option price of the related Option. An Option or SAR granted under
this Plan may be exercised with respect to any number of whole shares less
than the full number for which the Option or SAR could be exercised. A partial
exercise of an Option or SAR shall not affect the right to
-12-
<PAGE>
exercise the Option or SAR from time to time in accordance with this Plan and
the applicable Agreement with respect to the remaining shares subject to the
Option or related to the SAR. The exercise of either an Option or
Corresponding SAR shall result in the termination of the other to the extent
of the number of shares with respect to which the Option or Corresponding SAR
is exercised.
8.02. Payment. Payment of the Option price shall be made in cash or by
-------
surrendering to the Company Shares of Common Stock which have been owned by
the Participant for at least six months and which have not been used for
another exercise during the prior six months. If Common Stock is used to pay
all or part of the Option price, the shares surrendered must have a Fair
Market Value (determined as of the date of exercise) that is not less than
such price or part thereof.
8.03. Determination of Payment of Cash and/or Common Stock Upon Exercise
------------------------------------------------------------------
of SAR. At the Administrator's discretion, the amount payable as a result of
- ------
the exercise of an SAR may be settled in cash, Common Stock, or a combination
of cash and Common Stock. A fractional share shall not be deliverable upon the
exercise of an SAR but a cash payment will be made in lieu thereof.
8.04. Shareholder Rights. No Participant shall have any rights as a
------------------
stockholder with respect to shares subject to his Option or SAR until the date
of exercise of such Option or SAR.
-13-
<PAGE>
ARTICLE IX
STOCK AWARDS
------------
9.01. Awards. In accordance with the provisions of Article IV, the
------
Administrator will designate each individual to whom a Stock Award is to be made
and will specify the number of shares of Common Stock covered by such awards.
9.02. Vesting. The Administrator, on the date of the award, may prescribe that
-------
a Participant's rights in the Stock Award shall be forfeitable or otherwise
restricted for a period of time set forth in the Agreement; provided, however,
that any such period shall be at least one year. By way of example and not of
limitation, the restrictions may postpone transferability of the shares or may
provide that the shares will be forfeited if the Participant separates from
the service of the Company and its Related Entities before the expiration of a
stated term or if the Company, the Company and its Related Entities or the
Participant fails to achieve stated objectives.
9.03. Change in Control. Section 9.02 to the contrary notwithstanding, on and
-----------------
after a Control Change Date or the first day following a tender offer or
exchange offer for shares of Common Stock (other than one made by the
Company), provided that shares are acquired pursuant to such offer, each Stock
Award will become transferable and nonforfeitable thereafter in accordance
with the terms of the applicable Agreement.
9.04. Shareholder Rights. Prior to their forfeiture (in accordance with the
------------------
terms of the Agreement and while the shares of Common Stock granted pursuant
to the
-14-
<PAGE>
Stock Award may be forfeited), a Participant will have all rights of a
shareholder with respect to a Stock Award, including the right to receive
dividends and vote the shares; provided, however, that (i) a Participant may
not sell, transfer, pledge, exchange, hypothecate, or otherwise dispose of
shares of Common Stock granted pursuant to a Stock Award, (ii) the Company
shall retain custody of the certificates evidencing shares of Common Stock
granted pursuant to a Stock Award, and (iii) the Participant will deliver to
the Company a stock power, endorsed in blank, with respect to each Stock
Award. The limitations set forth in the preceding sentence shall not apply
after the shares of Common Stock granted under the Stock Award are, in
accordance with the terms of the applicable Agreement, transferable and no
longer forfeitable.
ARTICLE X
PERFORMANCE SHARE AWARDS
------------------------
10.01. Award. In accordance with the provisions of Article IV, the
-----
Administrator will designate individuals to whom an award of Performance
Shares is to be granted and will specify the number of shares of Common Stock
covered by the award.
10.02. Earning the Award. The Administrator, on the date of the grant of an
-----------------
award, may prescribe that the Performance Shares, or portion thereof, will be
earned, and the Participant will be entitled to receive payment pursuant to
the award of Performance Shares only upon the satisfaction of certain
requirements or the attainment of certain objectives. The Administrator shall
have the discretion to set
-15-
<PAGE>
these performance standards; provided, however, that the period of performance
required to earn the Performance Shares shall be greater than one year. By way
of example and not of limitation, the restrictions may provide that
Performance Shares will be forfeited without payment if the Participant
separates from the service of the Company and its Related Entities before the
expiration of a stated term or if the Company, the Company and its Related
Entities or the Participant fails to achieve stated objectives.
10.03. Change in Control. Section 10.02 to the contrary notwithstanding, a pro
-----------------
rata amount of each Performance Share award (based on the extent that the
Performance Share objectives have been achieved and the period since the grant
of the Performance Shares), shall be earned and converted into a Stock Award
as of a Control Change Date or on the first day after a tender or exchange
offer for shares of Common Stock (other than one made by the Company),
provided that shares are acquired pursuant to such offer. Such Stock Award
will become transferable and nonforfeitable thereafter as described in Plan
section 9.03.
10.04. Payment. In the discretion of the Administrator, the amount payable when
-------
an award of Performance Shares is earned may be settled in cash, by the grant
of a Stock Award or a combination of cash and a Stock Award. A fractional
share shall not be deliverable when an award of Performance Shares is earned,
but a cash payment will be made in lieu thereof.
10.05. Shareholder Rights. No Participant shall, as a result of receiving an
------------------
award of Performance Shares, have any rights as a shareholder until and to the
extent that
-16-
<PAGE>
the award of Performance Shares is earned and paid in the form of
a Stock Award. A Participant may not sell, transfer, pledge, exchange,
hypothecate, or otherwise dispose of a Performance Share award or the right to
receive payment thereunder other than by will or the laws of descent and
distribution. After an award of Performance Shares is earned, if settled
completely or partially as a Stock Award, a Participant will have all the
rights of a shareholder as described in Plan section 9.04.
ARTICLE XI
ADJUSTMENT UPON CHANGE IN COMMON STOCK
--------------------------------------
The terms of outstanding Performance Share awards, Stock Awards,
Options, and SARs shall be adjusted as the Committee shall determine to be
equitably required in the event that (a) the Company (i) effects one or more
stock dividends, stock split-ups, subdivisions or consolidations of shares or
(ii) engages in a transaction to which Section 424(a) of the Code applies or
(b) there occurs any other event which, in the judgment of the Committee
necessitates such action. Any determination made under this Article XI by the
Committee shall be final and conclusive.
The issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, for cash or
property, or for labor or services, either upon direct sale or upon the
exercise of rights or warrants to subscribe therefor, or upon conversion of
shares or obligations of the Company convertible into such shares or other
securities, shall not affect, and no adjustment
-17-
<PAGE>
by reason thereof shall be made with respect to, outstanding Performance Share
awards, Stock Awards, Options or SARs.
The Committee may make Stock Awards and may grant Performance
Shares, Options, and SARs in substitution for performance shares, phantom
shares, stock awards, stock options, stock appreciation rights, or similar
awards held by an individual who becomes an employee of the Company or a
Related Entity in connection with a transaction described in the first
paragraph of this Article XI. Notwithstanding any provision of the Plan (other
than the limitation of Article V), the terms of such substituted awards of
Performance Shares, Stock Awards, Option or SAR grants shall be as the
Committee, in its discretion, determines is appropriate.
ARTICLE XII
COMPLIANCE WITH LAW AND
APPROVAL OF REGULATORY BODIES
-----------------------------
No Option or SAR shall be exercisable, no Common Stock shall be issued,
no certificates for shares of Common Stock shall be delivered, and no payment
shall be made under this Plan except in compliance with all applicable federal
and state laws and regulations (including, without limitation, withholding tax
requirements), any listing agreement to which the Company is a party, and the
rules of all domestic stock exchanges on which the Company's shares may be
listed. The Company shall have the right to rely on an opinion of its counsel
as to such compliance. Any share certificate issued to evidence Common Stock
when a Stock Award is granted, in payment when a Performance Share is earned
or for which an Option or SAR is
-18-
<PAGE>
exercised may bear such legends and statements as the Administrator may deem
advisable to assure compliance with federal and state laws and regulations. No
Option or SAR shall be exercisable, no Stock Award or Performance Shares shall
be granted, no Common Stock shall be issued, no certificate for shares shall
be delivered, and no payment shall be made under this Plan until the Company
has obtained such consent or approval as the Administrator may deem advisable
from regulatory bodies having jurisdiction over such matters.
ARTICLE XIII
GENERAL PROVISIONS
------------------
13.01. Effect on Employment. Neither the adoption of this Plan, its
--------------------
operation, nor any documents describing or referring to this Plan (or any part
thereof) shall confer upon any individual any right to continue in the employ
or service of the Company or a Related Entity or in any way affect any right
and power of the Company or a Related Entity to terminate the employment or
service of any individual at any time with or without assigning a reason
therefor.
13.02. Unfunded Plan. The Plan, insofar as it provides for grants, shall be
-------------
unfunded, and the Company shall not be required to segregate any assets that
may at any time be represented by grants under this Plan. Any liability of the
Company to any person with respect to any grant under this Plan shall be based
solely upon any contractual obligations that may be created pursuant to this
Plan. No such obli-
-19-
<PAGE>
gation of the Company shall be deemed to be secured by any pledge of, or other
encumbrance on, any property of the Company.
13.03. Disposition of Stock. A Participant shall notify the Director of Human
--------------------
Resources of any sale or other disposition of Common Stock acquired pursuant
to an Option that was an incentive stock option if such sale or disposition
occurs (i) within two years of the grant of the Option or (ii) within one year
of the issuance of the Common Stock to the Participant. Such notice shall be
in writing and directed to the Secretary of the Company.
13.04. Rules of Construction. Headings are given to the articles and sections
---------------------
of this Plan solely as a convenience to facilitate reference. The reference to
any statute, regulation, or other provision of law shall be construed to refer
to any amendment to or successor of such provision of law.
13.05. Employee Status. For purposes of determining the applicability of Sec-
---------------
tion 422 of the Code (relating to incentive stock options), or in the event
that any Option or SAR may be exercised only during employment, within a
specified period of time after termination of employment or after completion
of a specified period of employment, the Administrator may decide to what
extent leaves of absence for governmental or military service, illness,
temporary disability, or other reasons shall not be deemed interruptions of
continuous employment. In the event that the terms of any Performance Share
award or Stock Award provide that amounts may be paid or that shares may be
issued or become transferable and nonforfeitable thereunder only during
employment, within a specified period of time after termination of
-20-
<PAGE>
employment or after completion of a specified period of employment, the
Administrator may decide in each case to what extent leaves of absence for
govern-mental or military service, illness, temporary disability, or other
reasons shall not be deemed interruptions of continuous employment.
13.06. Tax Withholding. Each Participant shall be responsible for satisfying
---------------
any income and employment tax withholding obligation attributable to
participation in this Plan. In accordance with procedures established by the
Administrator, a Participant may surrender shares of Common Stock, or receive
fewer shares of Common Stock than otherwise would be issuable, in satisfaction
of all or part of that obligation.
13.07. Limitation on Benefits.
----------------------
(a) Despite any other provision of this Plan, if KPMG Peat Marwick (the
"Accounting Firm") determines that receipt of benefits or payments under this
Plan would subject a Participant to tax under Code section 4999, it must
determine whether some amount of the benefits or payments would meet the
definition of a "Reduced Amount." If the Accounting Firm determines that there
is a Reduced Amount, the total benefits and payments must be reduced to such
Reduced Amount, but not below zero.
(b) If the Accounting Firm determines that the benefits and payments
should be reduced to the Reduced Amount, the Company must promptly notify
Participant of that determination, including a copy of the detailed
calculations by the Accounting Firm. All determinations made by the Accounting
Firm under this section are binding upon the Company and Participant.
-21-
<PAGE>
(c) It is the intention of the Company and the Participant to reduce
the benefits and payments under this Plan only if the aggregate Net After Tax
Receipts to Participant would thereby be increased. As a result of the
uncertainty in the application of Code section 4999 at the time of the initial
determination by the Accounting Firm under this section, however, it is
possible that amounts will have been paid or distributed under the Plan to or
for the benefit of Participant which should not have been so paid or
distributed ("Overpayment") or that additional amounts which will not have
been paid or distributed under the Plan to or for the benefit of Participant
could have been so paid or distributed ("Underpayment") - in each case,
consistent with the calculation of the Reduced Amount. If the Accounting Firm,
based either upon the assertion of a deficiency by the Internal Revenue
Service against the Company or Participant which the Accounting Firm believes
has a high probability of success or controlling precedent or other
substantial authority, determines that an Overpayment has been made, any such
Overpayment must be treated for all purposes as a loan ab initio to which
Participant must repay to the Company together with interest at the applicable
federal rate under Code section 7872(f)(2); provided, however, that no such
loan may be deemed to have been made and no amount shall be payable by
Participant to the Company if and to the extent such deemed loan and payment
would not either reduce the amount on which Employee is subject to tax under
Code section 1 or 4999 or generate a refund of such taxes. If the Accounting
Firm, based upon controlling precedent or other substantial
-22-
<PAGE>
authority, determines that an Underpayment has occurred, the accounting Firm
must promptly notify the Plan's administrator of the amount of the
Underpayment.
(d) For purposes of this section, (i) "Net After Tax Receipt" means the
Present Value of a payment or benefit under this Plan net of all taxes imposed
on Participant with respect thereto under Code sections 1 and 4999, determined
by applying the highest marginal rate under Code section 1 which applied to
the Participant's taxable income for the immediately preceding taxable year;
(ii) "Present Value" means the value determined in accordance with Code
section 280G(d)(4); and (iii) "Reduced Amount" means the smallest aggregate
amount of all payments or benefit under this Plan which (a) is less than the
sum of all payments or benefit under this Plan and (b) results in aggregate
Net After Tax Receipts which are equal to or greater than the net After Tax
Receipts which would result if the aggregate payments or benefit under this
Plan were any other amount less than the sum of all payments or benefit under
this Plan.
ARTICLE XIV
AMENDMENT
---------
The Board may amend or terminate this Plan from time to time; provided,
however, that no amendment may become effective until shareholder approval is
obtained if (i) the amendment increases the aggregate number of shares of
Common Stock that may be issued under the Plan or (ii) the amendment changes
the class of individuals eligible to become Participants. No amendment shall,
without a Partici-
-23-
<PAGE>
pant's consent, adversely affect any rights of such Participant under any
outstanding award of Performance Shares or under any Stock Award, Option or
SAR outstanding at the time such amendment is made.
ARTICLE XV
DURATION OF PLAN
----------------
No Performance Shares may be awarded and no Stock Award, Option or SAR
may be granted under this Plan more than ten years after the earlier of the
date that the Plan is adopted by the Board or the date that the Plan is
approved by shareholders as provided in Article XVI. Performance Shares
awarded, and Stock Awards, Options and SARs granted before that date shall
remain valid in accordance with their terms.
ARTICLE XVI
EFFECTIVE DATE OF PLAN
----------------------
Performance Shares may be awarded and Stock Awards, Options and SARs
may be granted under this Plan upon its adoption by the Board, provided that
no award of Performance Shares, Stock Award, Option or SAR will be effective
unless this Plan is approved by a majority of the votes entitled to be cast by
the Company's shareholders, voting either in person or by proxy, at a duly
held shareholders' meeting within twelve months of such adoption.
-24-
<PAGE>
EXHIBIT 10(ae)
CRESTAR FINANCIAL CORPORATION
DIRECTORS' STOCK COMPENSATION PLAN
ARTICLE I
DEFINITIONS
-----------
1.01 Affiliate means any "subsidiary" or "parent" corporation of the
---------
Company (as such terms are defined in section 424 of the Code).
1.02 Board means the Board of Directors of the Company.
-----
1.03 Common Stock means the common stock of the Company.
------------
1.04 Company means Crestar Financial Corporation.
-------
1.05 Date of Award means each January 2 during the term of the Plan.
-------------
1.06 Fair Market Value means, on any given date, the average of the
-----------------
high and low prices of a share of Common Stock as reported on the NASDAQ
National MarketingSystem of the National Association of Securities Dealers on
such date or, if the Common Stock was not traded on such day, then on the next
preceding day that the Common Stock was traded on such exchange, all as
reported by the Wall Street Journal.
1.07 Participant means a member of the Board who satisfies the
-----------
requirements of Article IV.
1.08 Plan means the Crestar Financial Corporation Directors' Stock
----
Compensation Plan.
ARTICLE II
PURPOSES
--------
The Plan is intended to assist the Company in promoting a greater
identity of interest between the Company's non-employee directors and its
shareholders, and to assist the Company in attracting and retaining non-
employee directors by affording Participants an opportunity to share in the
future success of the Company.
<PAGE>
ARTICLE III
ADMINISTRATION
--------------
The Plan shall be administered by the Company's Director of Human
Resources in a manner that is consistent with the provisions of this Plan. The
Company's Director of Human Resources shall not be liable for any act done in
good faith with respect to this Plan. All expenses of administering this Plan
shall be borne by the Company and its Affiliates.
ARTICLE IV
ELIGIBILITY
-----------
Each member of the Board who is not an employee of the Company or an
Affiliate, and who has not been employed by the Company or one of its
Affiliates during the twelve months preceding the Date of Award will
participate in the Plan during his or her service on the Board. The preceding
sentence to the contrary notwithstanding, a member of the Board who is
required to transfer, assign or pay his or her retainer fee to his or her
employer or firm will not participate in the Plan.
ARTICLE V
AWARDS
------
Shares of Common Stock will be awarded to each Participant as of each
Date of Award. Subject to Article VIII's limitation on the number of shares of
Common Stock which may be issued under the Plan, on each Date of Award each
Participant will be awarded the number of whole shares determined by dividing
$6,000 by the Fair Market Value on the Date of Award. A fractional share shall
not be issued under the Plan but instead each Participant shall be paid the
Fair Market Value of the fractional share (determined as of the Date of
Award), in cash with the balance of his or her retainer fee for the year.
-2-
<PAGE>
ARTICLE VI
VESTING OF SHARES
-----------------
The shares of Common Stock awarded under the Plan will be immediately
vested and nonforfeitable. Subject to the requirements of Article IX, the
shares awarded under the Plan may be sold or transferred by the Participant at
any time.
ARTICLE VII
SHAREHOLDER RIGHTS
------------------
Participants will have all the rights of shareholders with respect to
shares awarded under the Plan. Accordingly, Participants will be entitled to
vote the shares and receive dividends.
ARTICLE VIII
SHARES AUTHORIZED
-----------------
Up to one hundred thousand shares of Common Stock may be awarded under
the Plan. If the Company effects one or more stock dividends, stock split-ups,
subdivisions, reclassifications, or consolidations of shares, or other similar
changes in capitalization after the Plan's adoption by the Board, the maximum
number of shares that may be awarded under the Plan shall be proportionately
adjusted.
ARTICLE IX
COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES
-----------------------------------------------------
No Common Stock shall be awarded and no certificates for shares of
Common Stock shall be delivered under the Plan except in compliance with all
applicable federal and state laws and regulations, any listing agreement to
which the Company is a party, and the rules of all domestic stock exchanges on
which the Company's shares may be listed. The Company shall have the right to
rely on the opinion of its counsel as to such compliance. Any share
certificate
-3-
<PAGE>
issued to evidence Common Stock issued under the Plan may bear such legends
and statements as the Company may deem advisable to assure compliance with
federal and state laws and regulations. No Common Stock shall be awarded and
no certificates for shares of Common Stock shall be delivered until the
Company has obtained such consent or approval as it may deem advisable from
regulatory bodies having jurisdiction over such matters.
ARTICLE X
GENERAL PROVISIONS
------------------
10.01 Unfunded Plan. The Plan, insofar as it provides for grants, shall
-------------
be unfunded, and the Company shall not be required to segregate any assets
that may at any time be represented by grants under the Plan. Any liability of
the Company to any person with respect to any grant under the Plan shall be
based solely upon any contractual obligations that may be created pursuant to
the Plan. No such obligation of the Company shall be deemed to be secured by
any pledge of, or other encumbrance on, any property of the Company.
10.02 Rules of Construction. Headings are given to the articles and
---------------------
sections of the Plan solely as a convenience to facilitate reference. The
reference to any statute, regulation, or other provision of law shall be
construed to refer to any amendment to or successor of such provision of law.
ARTICLE XI
AMENDMENT
---------
The Plan may be amended by the Board, but shall not be amended more than
once every six months, unless such amendment is required because of changes in
the Internal Revenue Code of 1986, as amended, the Employee Retirement Income
Security Act of 1974, as amended, or the rules and regulations thereunder. No
amendment may become effective until shareholder approval is obtained if the
amendment (i) increases the aggregate number of shares of Common Stock that
may be awarded under the Plan, (ii) increases the benefits awarded to
Participants under the Plan or (iii) changes the eligibility requirements for
participation in the Plan.
-4-
<PAGE>
ARTICLE XII
DURATION OF PLAN
----------------
The final award under the Plan will be made as of the Date of Award in
1998. The Board may terminate the Plan sooner by appropriate action. The Plan
will terminate automatically, without action by the Board, if there are
insufficient shares available to make the awards described in the Plan.
ARTICLE XIII
EFFECTIVE DATE OF PLAN
----------------------
The Plan will become effective once it is adopted by the Board and
approved by a majority of the votes cast at a duly held shareholders' meeting
at which a quorum representing a majority of all outstanding voting stock is,
either in person or by proxy, present and voting on the Plan. No awards will
be made under the Plan prior to the shareholder's approval of the Plan.
-5-
<PAGE>
EXHIBIT 10(af)
CRESTAR FINANCIAL CORPORATION
TEMPORARY EXECUTIVE BENEFIT PLAN
As Amended And Restated
Effective December 26, 1990
<PAGE>
TABLE OF CONTENTS
-----------------
Section Page
- ------- ----
INTRODUCTION . . . . . . . . . . . . . . Introduction-1
ARTICLE 1 -- GENERAL . . . . . . . . . . . . . . . . .1-1
1.01. Plan Creates No Separate Rights. . . . . . . .1-1
(a) Rights only by statute. . . . . . . . . .1-1
(b) No employment rights. . . . . . . . . . .1-1
1.02. Delegation of Authority. . . . . . . . . . . .1-2
(a) Sponsor . . . . . . . . . . . . . . . . .1-2
(b) Other Employers . . . . . . . . . . . . .1-2
(c) Administrator's Rules . . . . . . . . . .1-2
1.03. Limitation of Liability. . . . . . . . . . . .1-2
(a) Section governs . . . . . . . . . . . . .1-2
(b) Individual liability. . . . . . . . . . .1-2
(c) Co-Fiduciary liability. . . . . . . . . .1-2
(d) Co-Trustee relationship . . . . . . . . .1-3
(e) Allocating and delegating . . . . . . . .1-3
(f) Release . . . . . . . . . . . . . . . . .1-3
1.04. Legal Action . . . . . . . . . . . . . . . . .1-4
1.05. Benefits Supported Only by Plan Contracts and
Trust Fund . . . . . . . . . . . . . . . . . .1-4
1.06. Administration Standards . . . . . . . . . . .1-5
1.07. Plan Sponsor and Other Employers . . . . . . .1-5
(a) Sponsor . . . . . . . . . . . . . . . . .1-5
i
<PAGE>
TABLE OF CONTENTS
-----------------
Section Page
- ------- ----
(b) Other Employers . . . . . . . . . . . . .1-6
1.08. Method of Participation. . . . . . . . . . . .1-6
1.09. Withdrawal by Employer . . . . . . . . . . . .1-6
(a) Notice. . . . . . . . . . . . . . . . . .1-6
(b) Division of Plan Assets . . . . . . . . .1-6
(c) No prohibited purpose . . . . . . . . . .1-7
1.10. Tax Year . . . . . . . . . . . . . . . . . . .1-7
1.11. Suspension Periods . . . . . . . . . . . . . .1-8
ARTICLE 2 -- PARTICIPATION . . . . . . . . . . . . . .2-1
2.01. Conditions of Participation. . . . . . . . . .2-1
2.02. Employment and Eligibility Status Changes. . .2-1
(a) Changing to non-Covered Employee. . . . .2-1
(b) Changing to Covered Employee. . . . . . .2-1
2.03. Renewed Participation. . . . . . . . . . . . .2-2
2.04. Determination of Eligibility . . . . . . . . .2-2
2.05. Enrollment . . . . . . . . . . . . . . . . . .2-2
(a) Application . . . . . . . . . . . . . . .2-2
(b) Acknowledgement . . . . . . . . . . . . .2-2
(c) Benefit exhibits. . . . . . . . . . . . .2-3
(d) Participants, Active Participants . . . .2-3
ii
<PAGE>
TABLE OF CONTENTS
-----------------
Section Page
- ------- ----
2.06. Certification of Participation . . . . . . . .2-3
iii
<PAGE>
TABLE OF CONTENTS
-----------------
Section Page
- ------- ----
ARTICLE 3 -- CONTRIBUTIONS . . . . . . . . . . . . . .3-1
3.01. Suspension Periods . . . . . . . . . . . . . .3-1
3.02. General Provisions on Employer Contributions .3-1
(a) Section is primary. . . . . . . . . . . .3-1
(b) Qualification intended. . . . . . . . . .3-1
(c) Questioned qualification. . . . . . . . .3-1
(d) Pension Benefit Guaranty Corporation
determination . . . . . . . . . . . . . .3-2
(e) Deductions intended . . . . . . . . . . .3-2
(f) Mistake of fact . . . . . . . . . . . . .3-2
(g) Exclusive purpose . . . . . . . . . . . .3-3
(h) Determining contributions . . . . . . . .3-3
(i) Contributing. . . . . . . . . . . . . . .3-3
(j) Cash or property. . . . . . . . . . . . .3-4
(k) No Profit required. . . . . . . . . . . .3-4
(l) Administrator's discretion. . . . . . . .3-4
(m) Administrator's Rules . . . . . . . . . .3-4
3.03. Cash and Non-cash Contributions. . . . . . . .3-4
(a) Non-cash contributions allowed, but
Insureror Trustee has veto. . . . . . . .3-4
(b) Value of non-cash contributions . . . . .3-5
(c) Specific forms allowed. . . . . . . . . .3-5
3.04. Benefit Reserve. . . . . . . . . . . . . . . .3-6
(a) Additions to Benefit Reserve. . . . . . .3-6
(b) Reductions of Benefit Reserve . . . . . .3-6
(c) Directions relating to Benefit Reserve. .3-6
iv
<PAGE>
TABLE OF CONTENTS
-----------------
Section Page
- ------- ----
3.05. Basic Contribution . . . . . . . . . . . . . .3-6
v
<PAGE>
TABLE OF CONTENTS
-----------------
Section Page
- ------- ----
3.06. Transfers. . . . . . . . . . . . . . . . . . .3-6
3.07. Participant Contributions. . . . . . . . . . .3-7
ARTICLE 4 -- ALLOCATIONS . . . . . . . . . . . . . . .4-1
4.01. General Allocation Rules . . . . . . . . . . .4-1
(a) Suspension Periods. . . . . . . . . . . .4-1
(b) Unallocated assets. . . . . . . . . . . .4-1
(c) Non-cash contributions. . . . . . . . . .4-1
4.02. Accounts . . . . . . . . . . . . . . . . . . .4-1
(a) Suspense Accounts . . . . . . . . . . . .4-1
(b) Other Named Accounts generally. . . . . .4-2
4.03. Basic Contribution Allocations . . . . . . . .4-2
(a) Sponsor designation . . . . . . . . . . .4-2
(b) Failure to designate. . . . . . . . . . .4-2
4.04. Allocations from Asset-transfer Suspense
Account. . . . . . . . . . . . . . . . . . . .4-3
(a) Sponsor designation . . . . . . . . . . .4-3
(b) Failure to designate. . . . . . . . . . .4-3
4.05. Allocations from Employer-designated Suspense
Account . . . . . . . . . . . . . . . . . . .4-3
(a) Sponsor designation . . . . . . . . . . .4-3
(b) Failure to designate. . . . . . . . . . .4-3
4.06. Participant Contribution Allocations . . . . .4-3
vi
<PAGE>
TABLE OF CONTENTS
-----------------
Section Page
- ------- ----
vii
<PAGE>
TABLE OF CONTENTS
-----------------
Section Page
- ------- ----
ARTICLE 5 -- VESTING . . . . . . . . . . . . . . . . .5-1
5.01. Suspension Periods . . . . . . . . . . . . . .5-1
5.02. Vested Benefits. . . . . . . . . . . . . . . .5-1
(a) Vesting . . . . . . . . . . . . . . . . .5-1
(b) No vesting. . . . . . . . . . . . . . . .5-1
(c) Nullifying Plan provisions. . . . . . . .5-1
5.03. Forfeitures. . . . . . . . . . . . . . . . . .5-2
(a) Basic rules governing time of Forfeiture.5-2
(b) Time of distributions in relationship
to time of Forfeiture . . . . . . . . . .5-2
(c) Allocation of Forfeitures . . . . . . . .5-3
ARTICLE 6 -- DISTRIBUTIONS . . . . . . . . . . . . . .6-1
6.01. General Provisions on Benefits, Distributions,
Transfers. . . . . . . . . . . . . . . . . . .6-1
(a) Article controls; Suspension Periods. . .6-1
(b) Administrator authority and discretion. .6-1
(c) Discharge of liability. . . . . . . . . .6-1
(d) Transfers on notice from Sponsor. . . . .6-2
(e) Plan termination distributions. . . . . .6-2
(f) Special distributions allowed . . . . . .6-3
(g) Unclaimed benefits. . . . . . . . . . . .6-3
(h) Recapture of payments . . . . . . . . . .6-3
(i) Limits on assignment. . . . . . . . . . .6-4
(j) Garnishments. . . . . . . . . . . . . . .6-4
(k) Distributions to minors and incompetents.6-5
viii
<PAGE>
TABLE OF CONTENTS
-----------------
Section Page
- ------- ----
(l) General rule for valuing Accounts for
distributions . . . . . . . . . . . . . .6-5
(m) Administrator's valuation adjustment. . .6-5
(n) Two-part distributions. . . . . . . . . .6-6
6.02. Claims . . . . . . . . . . . . . . . . . . . .6-6
(a) Distributions without claims. . . . . . .6-6
(b) Claims to Administrator . . . . . . . . .6-6
(c) Administrator's response. . . . . . . . .6-6
(d) Denied claims . . . . . . . . . . . . . .6-7
6.03. Review of Claims . . . . . . . . . . . . . . .6-7
(a) Administrator's review. . . . . . . . . .6-7
(b) Possible hearing. . . . . . . . . . . . .6-7
(c) Review decision time limit. . . . . . . .6-8
(d) Allowances if a committee reviews . . . .6-8
(e) Determination final . . . . . . . . . . .6-9
6.04. Death Distributions. . . . . . . . . . . . . .6-9
(a) Amount to which section applies . . . . .6-9
(b) Ordering distribution . . . . . . . . . .6-9
(c) Valuing the Account . . . . . . . . . . .6-9
(d) Death before termination of employment. 6-10
(e) Death after termination of employment . 6-10
6.05. Distributions on Events. . . . . . . . . . . 6-10
(a) When section applies. . . . . . . . . . 6-10
(b) Allocation entitlements . . . . . . . . 6-10
(c) Delayed distribution. . . . . . . . . . 6-11
6.06. Methods of Distribution. . . . . . . . . . . 6-12
ix
<PAGE>
TABLE OF CONTENTS
-----------------
Section Page
- ------- ----
(a) Forms first . . . . . . . . . . . . . . 6-12
(b) Designation to Administrator. . . . . . 6-12
(c) Other provisions limit. . . . . . . . . 6-12
(d) Communicating requests. . . . . . . . . 6-12
(e) Methods . . . . . . . . . . . . . . . . 6-13
(f) Restrictions. . . . . . . . . . . . . . 6-13
(g) Change allowed. . . . . . . . . . . . . 6-14
(h) Emergency payments. . . . . . . . . . . 6-14
6.07. In-Service Withdrawals . . . . . . . . . . . 6-14
(a) Written request to Administrator. . . . 6-14
(b) Administrator or Sponsor's Designee
may require notice. . . . . . . . . . . 6-15
(c) Limited to Account value. . . . . . . . 6-15
(d) Forfeiture. . . . . . . . . . . . . . . 6-15
(e) Directing distributions . . . . . . . . 6-15
(f) Hardship withdrawals. . . . . . . . . . 6-15
(g) Two-year holdback . . . . . . . . . . . 6-16
(h) Hardships . . . . . . . . . . . . . . . 6-16
ARTICLE 7 -- DEATH . . . . . . . . . . . . . . . . . .7-1
7.01. Proof of Death . . . . . . . . . . . . . . . .7-1
7.02. Designation of Beneficiary . . . . . . . . . .7-1
(a) Application of section. . . . . . . . . .7-1
(b) Beneficiaries . . . . . . . . . . . . . .7-1
ARTICLE 8 -- AMENDMENT, TERMINATION, AND MERGER. . . .8-1
x
<PAGE>
TABLE OF CONTENTS
-----------------
Section Page
- ------- ----
8.01. Exercise of Powers . . . . . . . . . . . . . .8-1
(a) Source of powers. . . . . . . . . . . . .8-1
(b) Power to amend. . . . . . . . . . . . . .8-1
(c) General power to amend, terminate, or
transfer assets/liabilities . . . . . . .8-3
(d) Sponsor's powers suspended. . . . . . . .8-3
8.02. Amendment. . . . . . . . . . . . . . . . . . .8-3
(a) Sponsor . . . . . . . . . . . . . . . . .8-3
(b) No diversion or assignment. . . . . . . .8-4
(c) Administrative expenses, diversions, and
reversions. . . . . . . . . . . . . . . .8-5
8.03. Plan Merger or Asset Transfer. . . . . . . . .8-5
(a) No reduction of benefits. . . . . . . . .8-5
(b) Sponsor's Designee's written directions .8-6
8.04. Discontinuance of Contributions. . . . . . . .8-6
(a) Employers . . . . . . . . . . . . . . . .8-6
(b) Not a termination . . . . . . . . . . . .8-6
8.05. Termination. . . . . . . . . . . . . . . . . .8-7
(a) General termination rules . . . . . . . .8-7
(b) Notice. . . . . . . . . . . . . . . . . .8-7
(c) Termination as to specific Participants
or groups of Participants . . . . . . . .8-7
(d) Termination as to specific Plan benefits.8-8
(e) Partial termination . . . . . . . . . . .8-8
(f) Allocation of Plan Assets . . . . . . . .8-8
(g) Liquidation . . . . . . . . . . . . . . .8-8
(h) Distributions . . . . . . . . . . . . . .8-9
xi
<PAGE>
TABLE OF CONTENTS
-----------------
Section Page
- ------- ----
(i) No further rights . . . . . . . . . . . 8-10
8.06. Effect of Employer Transactions. . . . . . . 8-10
8.07. Allocation of Plan Assets. . . . . . . . . . 8-10
(a) Application of subsections. . . . . . . 8-10
(b) Pre-termination allocations . . . . . . 8-11
(c) Application of ERISA section 4044 . . . 8-11
(d) Special benefits. . . . . . . . . . . . 8-11
8.08. Restrictions Applicable Under Certain
Circumstances. . . . . . . . . . . . . . . . 8-12
8.09. Rules About Entities Exercising Powers . . . 8-12
(a) Exhibits. . . . . . . . . . . . . . . . 8-12
(b) Power to amend. . . . . . . . . . . . . 8-12
(c) Power to terminate. . . . . . . . . . . 8-13
(d) Power over mergers. . . . . . . . . . . 8-13
(e) Power over asset or liability transfers 8-13
(f) Power to delegate . . . . . . . . . . . 8-14
(g) Other powers. . . . . . . . . . . . . . 8-14
(h) Relationship to other Plan provisions . 8-15
(i) Exercise of power . . . . . . . . . . . 8-15
8.10. Trigger Events, Restoration Events, and
Consequences . . . . . . . . . . . . . . . . 8-15
(a) Application of section. . . . . . . . . 8-15
(b) Limitation on amendment and termination
rights. . . . . . . . . . . . . . . . . 8-15
(c) Mergers and asset and liability
transfers . . . . . . . . . . . . . . . 8-16
(d) Consent to actions of Administrator . . 8-16
xii
<PAGE>
TABLE OF CONTENTS
-----------------
Section Page
- ------- ----
(e) Consent to actions of Committees. . . . 8-16
(f) Other powers suspended. . . . . . . . . 8-17
(g) Restoration Events. . . . . . . . . . . 8-17
ARTICLE 9 -- TRUST FUND AND RELATED RULES. . . . . . .9-1
9.01. Suspension Periods . . . . . . . . . . . . . .9-1
9.02. Trust Agreements . . . . . . . . . . . . . . .9-1
9.03. Trust Fund; General Amounts; Segregated
Amounts . . . . . . . . . . . . . . . . . . .9-1
(a) General . . . . . . . . . . . . . . . . .9-1
(b) Trusts and accounts . . . . . . . . . . .9-2
9.04. Directing the Trustee. . . . . . . . . . . . .9-3
(a) When section applies. . . . . . . . . . .9-3
(b) Persons who deal with a Trustee or
co-Trustee. . . . . . . . . . . . . . . .9-3
(c) Appraisals. . . . . . . . . . . . . . . .9-3
(d) Instructions regarding Employer ERISA
Securities. . . . . . . . . . . . . . . .9-3
(e) Compliance with Administrator's
directions. . . . . . . . . . . . . . . .9-4
(f) Trustee's inability or unwillingness to
comply with directions. . . . . . . . . .9-4
9.05. Voting of Shares . . . . . . . . . . . . . . .9-4
(a) When section applies. . . . . . . . . . .9-4
(b) Trustee's exercise of rights regarding
xiii
<PAGE>
TABLE OF CONTENTS
-----------------
Section Page
- ------- ----
Employer Securities . . . . . . . . . . .9-4
(c) Taxation. . . . . . . . . . . . . . . . .9-5
(d) Information to Participants . . . . . . .9-5
ARTICLE 10 -- ADMINISTRATION . . . . . . . . . . . . 10-1
10.01. Fiduciaries, Allocation of Responsibility. . 10-1
(a) Suspension Periods. . . . . . . . . . . 10-1
(b) Named Fiduciaries . . . . . . . . . . . 10-1
(c) Multiple-person Fiduciaries . . . . . . 10-1
(d) Sponsor . . . . . . . . . . . . . . . . 10-2
(e) Trustee . . . . . . . . . . . . . . . . 10-2
(f) Administrator . . . . . . . . . . . . . 10-2
(g) Alternate Administrator . . . . . . . . 10-3
(h) Standing Committee. . . . . . . . . . . 10-3
(i) Lack of designation . . . . . . . . . . 10-3
(j) Allocation of responsibility. . . . . . 10-4
(k) Separate liability. . . . . . . . . . . 10-4
10.02. Administrator Appointment, Removal,
Successors, Except During a Suspension
Period . . . . . . . . . . . . . . . . . . . 10-4
(a) Application of section. . . . . . . . . 10-4
(b) Administrator appointment . . . . . . . 10-4
(c) Administrator resignation, removal. . . 10-5
(d) Successor Administrator appointment . . 10-5
(e) Successor Administrator-member
appointment . . . . . . . . . . . . . . 10-5
(f) Qualification . . . . . . . . . . . . . 10-5
10.03. Administrator Appointment, Removal,
Successors During a Suspension Period. . . . 10-6
xiv
<PAGE>
TABLE OF CONTENTS
-----------------
Section Page
- ------- ----
(a) Application of section. . . . . . . . . 10-6
(b) General . . . . . . . . . . . . . . . . 10-6
(c) Suspension of Sponsor's powers. . . . . 10-6
(d) Removal . . . . . . . . . . . . . . . . 10-6
(e) Removal for interest. . . . . . . . . . 10-7
(f) Resignation . . . . . . . . . . . . . . 10-8
(g) Successor appointment . . . . . . . . . 10-9
(h) Additional and successor
Administrator-members; continuing
service . . . . . . . . . . . . . . . . 10-9
(i) Qualification . . . . . . . . . . . . . 10-9
10.04. Alternate Administrator Appointment,
Removal, Successors, Except During a
Suspension Period. . . . . . . . . . . . . .10-10
(a) Application of section. . . . . . . . .10-10
(b) Alternate Administrator appointment . .10-10
(c) Alternate Administrator resignation,
removal . . . . . . . . . . . . . . . .10-10
(d) Successor Alternate
Administrator-member appointment. . . .10-10
(e) Qualification . . . . . . . . . . . . .10-11
10.05. Alternate Administrator Appointment,
Removal, Successors During a Suspension
Period . . . . . . . . . . . . . . . . . . .10-11
(a) Application of section. . . . . . . . .10-11
(b) Alternate Administrator appointment . .10-11
(c) Suspension of Sponsor's powers. . . . .10-12
(d) Removal; resignation. . . . . . . . . .10-12
(e) Additional and successor Alternate
Administrator-members; continuing
service . . . . . . . . . . . . . . . .10-12
(f) Qualification . . . . . . . . . . . . .10-12
10.06. Operation of Administrator . . . . . . . . .10-13
xv
<PAGE>
TABLE OF CONTENTS
-----------------
Section Page
- ------- ----
(a) Records . . . . . . . . . . . . . . . .10-13
(b) Multiple-person Administrator's acts
and decisions . . . . . . . . . . . . .10-13
(c) Delegations by a multiple-person
Administrator . . . . . . . . . . . . .10-14
10.07. Other Fiduciary Appointment, Removal,
Successors, Except During a Suspension
Period . . . . . . . . . . . . . . . . . . .10-14
(a) Application of section. . . . . . . . .10-14
(b) Other Fiduciaries generally . . . . . .10-14
(c) Appointment . . . . . . . . . . . . . .10-15
(d) Resignation, removal. . . . . . . . . .10-15
(e) Successor appointment . . . . . . . . .10-15
(f) Qualification . . . . . . . . . . . . .10-15
(g) Related parties . . . . . . . . . . . .10-16
10.08. Other Fiduciary Appointment, Removal,
Successors During a Suspension Period. . . .10-16
(a) Application of section. . . . . . . . .10-16
(b) Other Fiduciaries Generally . . . . . .10-16
(c) General . . . . . . . . . . . . . . . .10-16
(d) Suspension of Sponsor's powers. . . . .10-17
(e) Removal by Administrator. . . . . . . .10-17
(f) Removal by other Fiduciary. . . . . . .10-17
(g) Resignation . . . . . . . . . . . . . .10-18
(h) Successor appointment . . . . . . . . .10-18
(i) Additional Fiduciaries; continuing
service . . . . . . . . . . . . . . . .10-18
(j) Qualification . . . . . . . . . . . . .10-18
10.09. Operation of Multiple-Person Fiduciaries . .10-19
(a) Other Fiduciaries generally . . . . . .10-19
(b) Suspension Period . . . . . . . . . . .10-19
xvi
<PAGE>
TABLE OF CONTENTS
-----------------
Section Page
- ------- ----
(c) Rules and guidelines. . . . . . . . . .10-19
(d) Records . . . . . . . . . . . . . . . .10-19
(e) Multiple-person Fiduciary's acts and
decisions . . . . . . . . . . . . . . .10-20
(f) Multiple-person Fiduciary's delegation
of authority. . . . . . . . . . . . . .10-20
(g) Ministerial duties. . . . . . . . . . .10-20
10.10. Administrator's, Plan Committees' Powers
and Duties . . . . . . . . . . . . . . . . .10-21
(a) Plan decisions. . . . . . . . . . . . .10-21
(b) Conclusive determination. . . . . . . .10-21
(c) Participation . . . . . . . . . . . . .10-22
(d) Agents and advisors . . . . . . . . . .10-22
10.11. Discretion of Administrator, Plan
Committees . . . . . . . . . . . . . . . . .10-22
(a) Exclusive discretion. . . . . . . . . .10-22
(b) Waivers . . . . . . . . . . . . . . . .10-23
10.12. Records and Reports. . . . . . . . . . . . .10-23
(a) Reports . . . . . . . . . . . . . . . .10-23
(b) Records . . . . . . . . . . . . . . . .10-23
10.13. Payment of Expenses. . . . . . . . . . . . .10-23
10.14. Notification to Interested Parties . . . . .10-24
10.15. Notification of Eligibility. . . . . . . . .10-24
10.16. Other Notices. . . . . . . . . . . . . . . .10-24
10.17. Annual Statement . . . . . . . . . . . . . .10-25
xvii
<PAGE>
TABLE OF CONTENTS
-----------------
Section Page
- ------- ----
10.18. Limitation of Administrator's and Plan
Committees' Liability. . . . . . . . . . . .10-25
(a) Separate liability. . . . . . . . . . .10-25
(b) Indemnification . . . . . . . . . . . .10-25
(c) Fiduciaries . . . . . . . . . . . . . .10-26
10.19. Errors and Omissions . . . . . . . . . . . .10-26
10.20. Communication of Directions from
Participants . . . . . . . . . . . . . . . .10-26
10.21. Investment Committee . . . . . . . . . . . .10-27
(a) Application of section. . . . . . . . .10-27
(b) Appointment, resignation, removal . . .10-27
(c) Investment Managers . . . . . . . . . .10-27
10.22. Selection of Investment Media. . . . . . . .10-27
(a) Discretion of Investment Committee. . .10-27
(b) Investment media. . . . . . . . . . . .10-28
10.23. Crestar Financial Corporation OMNI Trust
Agreement Fiduciaries. . . . . . . . . . . .10-28
(a) Identification. . . . . . . . . . . . .10-28
(b) Directions to Primary Administrator . .10-28
ARTICLE 11 -- DEFINITIONS. . . . . . . . . . . . . . 11-1
11.01. Account. . . . . . . . . . . . . . . . . . . 11-1
11.02. Accrued Benefit. . . . . . . . . . . . . . . 11-1
11.03. Acquiring Person . . . . . . . . . . . . . . 11-2
11.04. Active Participant . . . . . . . . . . . . . 11-2
xviii
<PAGE>
TABLE OF CONTENTS
-----------------
Section Page
- ------- ----
11.05. Administrator. . . . . . . . . . . . . . . . 11-2
11.06. Administrator's Rules. . . . . . . . . . . . 11-3
11.07. Affiliate. . . . . . . . . . . . . . . . . . 11-3
11.08. Affiliate-maintained . . . . . . . . . . . . 11-3
11.09. Age. . . . . . . . . . . . . . . . . . . . . 11-3
11.10. Agreement. . . . . . . . . . . . . . . . . . 11-3
11.11. Alternate Administrator. . . . . . . . . . . 11-3
11.12. Asset-transfer Suspense Account. . . . . . . 11-3
11.13. Assignment or Alienation . . . . . . . . . . 11-4
11.14. Associate. . . . . . . . . . . . . . . . . . 11-5
11.15. Associated Plan. . . . . . . . . . . . . . . 11-6
11.16. Basic Contribution . . . . . . . . . . . . . 11-6
11.17. Beneficiary or Beneficiaries . . . . . . . . 11-6
11.18. Benefit Reserve. . . . . . . . . . . . . . . 11-6
11.19. Board or Board of Directors. . . . . . . . . 11-7
11.20. Code . . . . . . . . . . . . . . . . . . . . 11-7
11.21. Compensation . . . . . . . . . . . . . . . . 11-7
11.22. Continuing Directors . . . . . . . . . . . . 11-8
11.23. Contract . . . . . . . . . . . . . . . . . . 11-8
11.24. Control, Controlling . . . . . . . . . . . . 11-9
11.25. Control Affiliate. . . . . . . . . . . . . . 11-9
11.26. Covered Employee . . . . . . . . . . . . . . 11-9
11.27. Defined Benefit Plan or DBP. . . . . . . . . 11-9
11.28. Defined Contribution Plan or DCP . . . . . . 11-9
11.29. Disability . . . . . . . . . . . . . . . . .11-10
11.30. Early Retirement . . . . . . . . . . . . . .11-10
11.31. Earnings . . . . . . . . . . . . . . . . . .11-10
11.32. Effective Date . . . . . . . . . . . . . . .11-10
11.33. EIAP . . . . . . . . . . . . . . . . . . . .11-10
11.34. Eligible Employee. . . . . . . . . . . . . .11-10
11.35. Eligible Individual Account Plan or EIAP . .11-11
xix
<PAGE>
TABLE OF CONTENTS
-----------------
Section Page
- ------- ----
11.36. Employee . . . . . . . . . . . . . . . . . .11-11
11.37. Employer . . . . . . . . . . . . . . . . . .11-11
11.38. Employer-designated Suspense Account . . . .11-11
11.39. Employer ERISA Security. . . . . . . . . . .11-11
11.40. Employer-maintained. . . . . . . . . . . . .11-11
11.41. Employer Real Property . . . . . . . . . . .11-11
11.42. Employer Security. . . . . . . . . . . . . .11-12
11.43. Employer Stock . . . . . . . . . . . . . . .11-12
11.44. Employer Stock Fund. . . . . . . . . . . . .11-12
11.45. Entry Date . . . . . . . . . . . . . . . . .11-12
11.46. ERISA. . . . . . . . . . . . . . . . . . . .11-12
11.47. ERISA Affiliate. . . . . . . . . . . . . . .11-12
11.48. ERISA Security . . . . . . . . . . . . . . .11-13
11.49. Excess-benefit Plan. . . . . . . . . . . . .11-13
11.50. Fiduciary. . . . . . . . . . . . . . . . . .11-13
11.51. Financial Trigger Event. . . . . . . . . . .11-14
11.52. First-tier Trigger Event . . . . . . . . . .11-15
11.53. Fiscal Year. . . . . . . . . . . . . . . . .11-15
11.54. Forfeiture, Forfeit. . . . . . . . . . . . .11-15
11.55. Fund and Trust Fund. . . . . . . . . . . . .11-15
11.56. General Amounts. . . . . . . . . . . . . . .11-16
11.57. Hour of Service. . . . . . . . . . . . . . .11-16
11.58. Insurer. . . . . . . . . . . . . . . . . . .11-16
11.59. Interested Person or Interested Party. . . .11-16
11.60. Introduction . . . . . . . . . . . . . . . .11-16
11.61. Investment Committee . . . . . . . . . . . .11-16
11.62. Investment Fund. . . . . . . . . . . . . . .11-16
11.63. Investment Manager . . . . . . . . . . . . .11-16
11.64. Leave of Absence . . . . . . . . . . . . . .11-17
11.65. Majority-owned Subsidiary. . . . . . . . . .11-18
11.66. Maternity or Paternity Leave of Absence. . .11-18
xx
<PAGE>
TABLE OF CONTENTS
-----------------
Section Page
- ------- ----
11.67. Minimum Vesting Age. . . . . . . . . . . . .11-18
11.68. Named Fiduciary. . . . . . . . . . . . . . .11-18
11.69. Nonforfeitable . . . . . . . . . . . . . . .11-19
11.70. Nonqualified Pension Plan. . . . . . . . . .11-19
11.71. Normal Retirement Age. . . . . . . . . . . .11-19
11.72. Normal Retirement Date . . . . . . . . . . .11-19
11.73. Parent . . . . . . . . . . . . . . . . . . .11-19
11.74. Participant. . . . . . . . . . . . . . . . .11-20
11.75. Party in Interest. . . . . . . . . . . . . .11-20
11.76. Pension Plan . . . . . . . . . . . . . . . .11-21
11.77. Person . . . . . . . . . . . . . . . . . . .11-22
11.78. Plan . . . . . . . . . . . . . . . . . . . .11-22
11.79. Plan Asset, Plan Assets. . . . . . . . . . .11-22
11.80. Plan Committee . . . . . . . . . . . . . . .11-23
11.81. Plan Contract. . . . . . . . . . . . . . . .11-23
11.82. Plan Year. . . . . . . . . . . . . . . . . .11-23
11.83. Predecessor Plan . . . . . . . . . . . . . .11-23
11.84. Primary Administrator. . . . . . . . . . . .11-23
11.85. Primary Trustee. . . . . . . . . . . . . . .11-23
11.86. Profit . . . . . . . . . . . . . . . . . . .11-23
11.87. Profit-sharing Plan. . . . . . . . . . . . .11-24
11.88. Qualified Plan or Qualified Trust. . . . . .11-24
11.89. Qualifying Employer Real Property. . . . . .11-24
11.90. Qualifying Employer Security . . . . . . . .11-24
11.91. Related Entity . . . . . . . . . . . . . . .11-24
11.92. Related Entity-maintained. . . . . . . . . .11-25
11.93. Relative . . . . . . . . . . . . . . . . . .11-25
11.94. Restoration Event. . . . . . . . . . . . . .11-25
11.95. Retire, Retires. . . . . . . . . . . . . . .11-25
11.96. Retirement . . . . . . . . . . . . . . . . .11-25
11.97. Second-tier Trigger Event. . . . . . . . . .11-25
xxi
<PAGE>
TABLE OF CONTENTS
-----------------
Section Page
- ------- ----
11.98. Security . . . . . . . . . . . . . . . . . .11-27
11.99. Segregated Amounts . . . . . . . . . . . . .11-27
11.100. Separation, Separation from Service. . . . .11-28
11.101. Service. . . . . . . . . . . . . . . . . . .11-28
11.102. Special Trustee. . . . . . . . . . . . . . .11-28
11.103. Sponsor. . . . . . . . . . . . . . . . . . .11-28
11.104. Sponsor-maintained . . . . . . . . . . . . .11-28
11.105. Sponsor's Designee . . . . . . . . . . . . .11-28
11.106. Spouse . . . . . . . . . . . . . . . . . . .11-29
11.107. Standing Committee . . . . . . . . . . . . .11-29
11.108. Subsidiary . . . . . . . . . . . . . . . . .11-29
11.109. Surviving Spouse . . . . . . . . . . . . . .11-29
11.110. Suspense Account . . . . . . . . . . . . . .11-29
11.111. Suspension Period. . . . . . . . . . . . . .11-29
11.112. Transfer Contribution. . . . . . . . . . . .11-29
11.113. Trigger Event. . . . . . . . . . . . . . . .11-29
11.114. Trust, Trust Fund, and Fund. . . . . . . . .11-29
11.115. Trust Agreement. . . . . . . . . . . . . . .11-30
11.116. Trustee. . . . . . . . . . . . . . . . . . .11-30
11.117. Valuation Date . . . . . . . . . . . . . . .11-30
11.118. Welfare Plan . . . . . . . . . . . . . . . .11-30
ADOPTION PAGE
xxii
<PAGE>
CRESTAR FINANCIAL CORPORATION
Temporary Executive Benefit Plan
As Amended And Restated
Effective December 26, 1990
INTRODUCTION
------------
Crestar Financial Corporation (the "Sponsor") adopted this Crestar Financial
Corporation Temporary Executive Benefit Plan (the "Plan") effective January 1,
1989 (the "Effective Date"), and has amended and restated the Plan as it
appears in this document, effective December 26, 1990. The Sponsor intends to
cause the Plan to be maintained as a Defined Contribution Plan according to
section 3(34) of the Employee Retirement Income Security Act of 1974
(excluding that Act's title II, "ERISA"), as an Excess-benefit Plan according
to ERISA section 3(36), and as an Eligible Individual Account Plan according
to ERISA section 407(d)(3). The Sponsor intends that the Plan have assets (it
is not to be classified as an unfunded Excess-benefit Plan according to ERISA
section 4(b)(5)). The Sponsor intends to have this Plan's assets maintained
principally as part of the trust governed by the Crestar Financial Corporation
OMNI Trust Agreement for the sole and exclusive purposes of defraying
reasonable expenses of administering the Plan and providing benefits to
qualifying Employees (and their Beneficiaries) of the Sponsor and related
Employers (the "Employers").
The Employers' intent and purpose in causing this Plan to be maintained is to
provide benefits for certain Employees in excess of the limitations on
contributions and benefits imposed by section 415 of the Internal Revenue Code
of 1986 (the "Code"). An Employee cannot become a Participant in this Plan
unless he has accrued a benefit under an Employer-maintained plan that
satisfies the provisions of Code section 401(a) (a "Qualified Plan"), which
benefit at some time has been equal to that Employee's maximum allowance under
Code section 415(b), 415(c), or 415(e). The Sponsor has adopted the Plan as a
Profit-sharing Plan, a plan of deferred compensation with potential Employer
contributions based on the Employers' Profits.
Compliance Intended
-------------------
The Sponsor intends through this Plan to maintain a plan that satisfies the
provisions of ERISA section 3(34) and ERISA section 3(36) and through the
Crestar Financial Corporation OMNI Trust Agreement to maintain a trust to
which Employer contribu-tions are deductible. The Sponsor intends that the
Plan will comply fully with all other applicable statutes and regulations
governing wages, compensation, and fringe employment benefits. All questions
arising in the construction and administration of this Plan must be resolved
accordingly.
Introduction - 1
<PAGE>
Qualifying Employer Securities
------------------------------
The Plan's Trustee and each co-Trustee is directed to accept any contributions
of qualifying employer securities as defined in ERISA section 407(d)(5) from an
Employer.
Definitions
-----------
Any word in this document with an initial capital not expected by ordinary
capitalization rules is a defined term. Definitions not found in the Plan are
in ERISA and regulations promulgated pursuant to ERISA (but the terms of the
statute prevail over any regulations) or in the Code and regulations
promulgated pursuant to the Code (but the terms of the statute prevail over
any regulations).
Governing Law, Construction
---------------------------
For construction, one gender includes all and the singular and plural include
each other. This Plan is construed, administered, and governed in all respects
under and by the laws of the Commonwealth of Virginia, except to the extent
that the laws of the United States of America have superseded those state
laws. The headings and subheadings in this Plan have been inserted for
convenience of reference only and are to be ignored in any construction of the
Plan provisions.
Introduction - 2
<PAGE>
CRESTAR FINANCIAL CORPORATION
TEMPORARY EXECUTIVE BENEFIT PLAN
As Amended and Restated
Effective December 26, 1990
FINANCIAL TRIGGER EVENTS EXHIBIT
Effective December 18, 1992
------------------------------
Plan section 11.51 defines the term "Financial Trigger Event." Under Plan
section 11.51(a), that term has the meaning set forth in a Plan exhibit
entitled "Financial Trigger Events"; when no such exhibit exists, that term
has the meaning set forth in Plan section 11.51(b).
Until December 18, 1992, the term "Financial Trigger Event" is defined by Plan
section 11.51(b). On December 18, 1992, the Sponsor's Board directed
appropriate officers to amend the plans associated with the OMNI Trust to
remove the definition of Financial Trigger Event. Acting pursuant to the
Board's direction, the Sponsor's Designee hereby creates this exhibit,
effective December 18, 1992. According to this exhibit (and despite Plan
section 11.51), the term "Financial Trigger Event" is no longer a defined term
under the Plan (in other words, a Financial Trigger Event cannot occur under
the Plan).
CRESTAR FINANCIAL CORPORATION
Date:___________ By:________________________
Ross W. Dorneman
Sponsor's Designee
<PAGE>
CRESTAR FINANCIAL CORPORATION
TEMPORARY EXECUTIVE BENEFIT PLAN
As Amended and Restated
Effective December 26, 1990
FIRST-TIER TRIGGER EVENT EXHIBIT
Effective December 18, 1992
------------------------------
In accordance with Plan section 11.52(a), the definition of First-tier Trigger
Event in this Exhibit replaces the definition of First-tier Trigger Event in
Plan section 11.52(b), effective December 18, 1992.
A First-tier Trigger Event occurs on the earlier of these two times:
------------------------
(1) a notice of a Board meeting (a regularly scheduled meeting or a
special meeting) is sent by the appropriate officers to the
Sponsor's Board, indicating a purpose of the meeting is to
consider a transaction that, if consummated, would constitute a
Second-tier Trigger Event; or
(2) the Sponsor's Board announces that it has met (whether at a
regularly scheduled meeting or a special meeting) to consider a
proposal for a transaction that, if consummated, would constitute
a Second-tier Trigger Event.
This exhibit is implemented by me as the Sponsor's Designee under the Plan
pursuant to action of the Board of Directors on December 18, 1992.
Date:___________ By:________________________
Ross W. Dorneman
Sponsor's Designee
<PAGE>
CRESTAR FINANCIAL CORPORATION
Temporary Executive Benefit Plan
As Amended And Restated
Effective December 26, 1990
ARTICLE 1
GENERAL
-------
1.01. Plan Creates No Separate Rights
-------------------------------
(a) Rights only by statute. The creation, continuation, or change of
-----------------------
the Plan, any Associated Plan, any Plan Contract, any Trust
Agreement, the Trust Fund (or any fund, account, or trust), or any
payment does not give a person a non-statutory legal or equitable
right against
(1) the Sponsor or any other Employer;
(2) any officer, agent, or other employee of any Employer;
(3) any Trustee or any co-Trustee; or
(4) the Administrator, any Administrator-member, any other
Plan Committee, member of a Plan Committee, or other
Fiduciary.
Unless the law or this Plan explicitly provides otherwise, rights
under any Associated Plan or under any other Employer-maintained
employee-benefit plan (for example, benefits upon an Employee's
death, retirement, or other termination) do not create any rights
under this Plan to benefits or continued participation under this
Plan. The fact that an individual is eligible to receive benefits
under this Plan does not create any rights under any Associated
Plan or under any other Employer-maintained employee-benefit plan
unless that plan or the law explicitly provides otherwise.
(b) No employment rights. The Plan, any Associated Plan, any Plan
---------------------
Contract, any Trust Agreement, and any Trust Fund do not
modify the terms of an Employee's or a Participant's
employment, except according to the provisions of those
documents; create no employment rights and are not employment
1-1
<PAGE>
contracts between an Employer and any Employee. The Plan is
not an inducement for anyone's employment or continued
employment.
1.02. Delegation of Authority
-----------------------
(a) Sponsor. The Sponsor's acts may be accomplished by the
--------
Sponsor's Designee or by any other person with authorization
from the Sponsor's Board. Acts by the Sponsor's Designee are
acts of the Sponsor and not acts of an independent entity.
(b) Other Employers. Acts of an Employer other than the Sponsor
----------------
may be accomplished by any person with authorization from that
Employer's Board.
(c) Administrator's Rules. Subject to limitations in this Plan, the
----------------------
Sponsor's Designee or the Administrator may create and publish
original, additional, or revised Administrator's Rules if that
action is consistent with the Plan's provisions; but the
Administrator's Rules may not change the Sponsor's or any other
Employer's obligations under the Plan (including contribution
obligations). The Sponsor's Designee may amend or eliminate an
Administrator's Rules provision created or revised by the
Administrator.
1.03. Limitation of Liability
-----------------------
(a) Section governs. A Fiduciary is not subject to suit or liability
----------------
in connection with this Plan or any Trust Agreement or their
operation, except according to this section.
(b) Individual liability. A single-person Administrator, a Plan
---------------------
Committee, each member of any Plan Committee, each Trustee,
each co-Trustee, and any person employed by an Employer is
liable for that person's own acts or omissions.
(c) Co-Fiduciary liability. A single-person Administrator, a Plan
-----------------------
Committee, each member of any Plan Committee, each Trustee,
each co-Trustee, or any person employed by an Employer is not
1-2
<PAGE>
liable for the acts or omissions of another without knowing
participation in the acts or omissions, except by action to conceal
an action or omission of another while knowing the act or
omission is a breach, or by a failure to properly perform duties
that enables the breach to occur, or with knowledge of the breach,
failure to make reasonable efforts to remedy the breach.
(d) Co-Trustee relationship. One Trustee or co-Trustee must use
------------------------
reasonable care to prevent another from committing a breach; but
all Trustees and co-Trustees need not jointly manage or control
any Plan Assets to the extent that specific duties have been
allocated among them in this Plan or the Trust Agreements. A
Trustee or co-Trustee is not liable for actions or omissions when
following the specific directions of the Sponsor's Designee, the
Administrator, a Plan Committee, or a duly authorized and
appointed Investment Manager unless such directions are
improper on their face. If an Investment Manager has been
properly appointed, subject to subsection (c), a Trustee or co-
Trustee is not liable for the acts of the Investment Manager and
does not have any investment responsibility for assets under the
management of the Investment Manager.
(e) Allocating and delegating. A Fiduciary is not liable for the
--------------------------
actions of another to whom responsibility has been allocated or
delegated according to this Plan and the Trust Agreements,
unless--as the allocating or delegating Fiduciary--it was
imprudent in making the allocation or delegation or in continuing
the allocation or delegation, except that a Fiduciary may be liable
according to subsections (c) and (d).
(f) Release. Each Employee releases each single-person
--------
Administrator, each Plan Committee, all members of any Plan
Committee, each Trustee, each co-Trustee, each Employer, all
officers and agents of each Employer, and all agents of
Fiduciaries from any and all liability or obligation, to the extent
release is consistent with the provisions of this section.
1.04. Legal Action
------------
1-3
<PAGE>
Except as explicitly permitted by statute, the Administrator, each
appropriate Plan Committee, each appropriate Trustee or co-Trustee, each
appropriate other Fiduciary, and the Sponsor are the only necessary
parties to any action or proceeding that involves the Plan, any Trust
Agreement, any property held as part of a Trust Fund or another funding
vehicle (including a Plan Contract) under the Plan or that involves the
administration of the Plan, an Associated Plan, a Trust Fund, or another
funding vehicle (including a Plan Contract) under the Plan. No
Employee or former Employee or a Beneficiary or any person having or
claiming to have an interest in a Trust Fund, in another funding vehicle
(including a Plan Contract) under the Plan, or under an Associated Plan
is entitled to notice of process. A final judgment that is not
appealable for any reason (including the passage of time) and that is
entered in an action or proceeding involving this Plan is binding and
conclusive on the parties to this Plan and all persons having or
claiming to have any interest in a Trust Fund, in another funding
vehicle (including a Plan Contract) maintained for this Plan, or under
the Plan.
1.05. Benefits Supported Only by Plan Contracts and Trust Fund
--------------------------------------------------------
Except as otherwise provided by statute, a person having any claim under
the Plan must look solely to the assets of the Trust Fund and Plan
Contracts for satisfaction. The Sponsor and each Employer may contribute
to Insurers, to the Trust Fund, or to both to hold assets for this Plan,
but each Participant's right to assets from Plan Contracts or the Trust
Fund is determined according to the terms of those Plan Contracts, the
Trust Fund's Trust Agreements, and this Plan. To the extent provided in
Contracts, a Participant may look to an Insurer's assets for
satisfaction. To the extent provided in the Trust Fund's Trust Agreement
or Trust Agreements, a Participant may look to the assets of the Trust
Fund for satisfaction. This Plan's lettered exhibits, as described in
the Plan article 2 subsection entitled "Benefit exhibits" (see Plan
section 2.05(c)), each may identify one or more sources from which the
Accrued Benefit described in that exhibit may be satisfied or must not
be satisfied (including reductions or offsets caused by payments from an
Associated Plan or a Welfare Plan). Except to the extent limited by one
of this Plan's lettered exhibits, and unless the Trust Fund's Trust
Agreement or Trust Agreements (or any other document or documents
governing payments from that Trust Fund) provides otherwise, a Partici-
1-4
<PAGE>
pant's right to benefits or other satisfaction from the Trust Fund is
reduced by identifiable payments (i.e., payments identified by the
Sponsor's Designee as payments in lieu of payments under this Plan) from
or on behalf of the Sponsor, an Employer, or otherwise--and whether or
not accomplished under an Associated Plan or a Welfare Plan. Any of this
Plan's lettered exhibits may provide that the Accrued Benefit described
in that exhibit is intended--when paid--to reduce or otherwise satisfy a
Participant's rights to benefits or other satisfaction under an
Associated Plan (or even a Welfare Plan). Because of the floor-offset
arrangements potentially available according to this Plan, the Sponsor's
Designee may cause payments from the Trust Fund according to this Plan
to be conditioned upon receipt of releases that prevent double payment.
Except to the extent limited by one of this Plan's lettered exhibits or
by the Sponsor's Designee, a Participant's right to benefits or other
satisfaction under an Associated Plan or otherwise from the Sponsor and
other Employers is reduced by identifiable payments (i.e., payments
identified by the Sponsor's Designee as payments in lieu of payments
under an Associated Plan or under a Welfare Plan) from the Trust Fund.
The same rules apply to satisfaction from or by an Insurer to the extent
that a Plan Contract so provides.
1.06. Administration Standards
------------------------
To administer this Plan, the Administrator enjoys discretion to the
extent that this Plan, any relevant Plan Contract, and any Trust
Agreement do not specifically limit that discretion. The Administrator
especially may permit discrimination in favor of or against the
Employees who are offi-cers, shareholders, or highly compensated.
1.07. Plan Sponsor and Other Employers
--------------------------------
(a) Sponsor. This Plan's Sponsor is Crestar Financial Corporation,
--------
a Virginia corporation.
(b) Other Employers. This Plan is designed to allow the Sponsor's
----------------
Related Entities to participate. At any time after this Plan's
Effective Date, the Employers identified on the current roster of
Employers (an exhibit to this Plan) are the Employers; if there is
no roster, the Sponsor is the only Employer.
1-5
<PAGE>
1.08. Method of Participation
-----------------------
With the Sponsor's Board's approval, any Related Entity of the Sponsor
may take appropriate action through its Board to become a party to the
Plan as an Employer. To become an Employer, the Related Entity must
adopt this Plan as a Pension Plan for its employees. A Related Entity
that is not named in this Plan document and that becomes an Employer
must promptly deliver to each Trustee or co-Trustee designated by the
Sponsor a copy of the resolutions or other documents evidencing its
adoption of this Plan according to this Plan document and also a written
instrument showing the Sponsor's Board's approval of the adopting
entity's status as a party to the Plan and an Employer.
1.09. Withdrawal by Employer
----------------------
(a) Notice. Except during any Suspension Period and the ten years
-------
after that Suspension Period, an Employer may withdraw from the
Plan (no longer maintain the Plan as to its Employees or former
Employees) at any time upon the Sponsor's approval. An
Employer may not withdraw during a Suspension Period or for as
long after that Suspension Period as the Plan may not be
terminated according to its terms.
(b) Division of Plan Assets. Upon receipt of an Employer's notice
------------------------
of withdrawal, the Administrator must determine for the
appropriate Insurers, Trustees, or co-Trustees the withdrawing
Employer's Participants' equitable share of Plan Assets, whether
or not held in the Trust Fund. The Administrator may rely
conclusively on the determination made by the counsel and
advisors then employed on behalf of the Plan. Each Insurer,
Trustee, and co-Trustee must then set aside from the portion of
the Plan Assets within its control such securities and other
property as each deems, in its sole discretion, to be equal in
value to that amount determined by the Administrator. If the
Plan is to be terminated as to the withdrawing Employer, which
cannot occur during a period in which this Plan cannot terminate
according to the Plan subsection entitled "General termination
rules" (see Plan section 8.05(a)), then the amount set aside must
be dealt with according to the Plan's provisions about termination
1-6
<PAGE>
and Employers' successor ownership. If the Plan is not to be
terminated as to the withdrawing Employer, each Insurer, Trustee,
and co-Trustee must either transfer the assets set aside to another
trust governed by an agreement between a Trustee or co-Trustees and
the withdrawing Employer or to a successor trustee or to another
Insurer, according to the Administrator's directions; and the
Sponsor must instruct the Administrator according to this Plan's
provisions on Plan Asset transfers.
(c) No prohibited purpose. The segregation of Plan Assets upon an
----------------------
Employer's withdrawal or the execution of a new contract or of
a new agreement and declaration of trust pursuant to any of the
provisions of this Plan section must not operate to permit any part
of any Plan Assets (principal or income) to inure to the benefit of
any Employer or to be held other than for the exclusive purposes
of providing benefits to Employees, Participants, and
Beneficiaries and defraying reasonable expenses of administering
the Plan, except as allowed in this Plan's provisions on
amendment, termination, and Plan mergers or asset transfers.
1.10. Tax Year
--------
Although the Employers may each have a different tax year (an
Employer's own tax year is the determinative tax year for that entity
for all purposes unique to that entity), the Plan Year is the fiscal
year on which this Plan's records are kept.
1.11. Suspension Periods
------------------
This Plan article 1 and other articles in this Plan reserve to the
Sponsor certain discretionary authority and powers; all Sponsor powers,
however, are exercised by other Fiduciaries according to this Plan
during a Suspension Period. A reference to the Sponsor or a reference to
acts of the Sponsor's Designee in this Plan article 1 or in any other
Plan article in the context of a power is, during any Suspension Period,
a reference to the Fiduciary authorized to exercise that power.
1-7
<PAGE>
CRESTAR FINANCIAL CORPORATION
Temporary Executive Benefit Plan
As Amended And Restated
Effective December 26, 1990
ARTICLE 2
PARTICIPATION
-------------
2.01. Conditions of Participation
---------------------------
An Employee may not begin participation in this Plan or continue
as an Active Participant while he is not a Covered Employee. An
Eligible Employee begins participation in this Plan on his Entry
Date. A Participant's Entry Date is the date set for that individ-
ual by the Sponsor's Designee. An individual does not have an
Entry Date (and cannot be a Participant) until the Sponsor's
Designee sets an Entry Date for him. If an Eligible Employee is
absent on his Entry Date because he is Separated from Service,
his participation in this Plan begins only after the Sponsor's
Designee sets a new Entry Date for him. If an Eligible Employee
is absent on his Entry Date for reasons other than a Separation
from Service (for example, vacation, sickness, disability, Leave
of Absence, or layoff), his participation in this Plan begins no
later than the day on which he returns to work and is credited
with an Hour of Service for the performance of duties as a
Covered Employee, effective as of the date that would have been
his Entry Date.
2.02. Employment and Eligibility Status Changes
-----------------------------------------
(a) Changing to non-Covered Employee. If a Participant does
---------------------------------
not Separate from Service but is no longer a Covered
Employee because of a job change or some other event, he
ceases to be a Covered Employee and an Active Participant
at the end of the pay period in which that job change or
other event occurs.
2-1
<PAGE>
(b) Changing to Covered Employee. If an Employee becomes
-----------------------------
a Covered Employee due to a change in his employment
status (for example, because of a job change or some other
event), and if the Sponsor does not establish another date
for that Employee, his status as a Covered Employee
begins on the date that is the end of the pay period in
which his status changes or that other event occurs, but he
does not become a Participant until the Sponsor's Designee
sets an Entry Date for him.
2.03. Renewed Participation
---------------------
A Participant who ceases to participate in the Plan, as described
in the Plan subsection entitled "Participants, Active Participants"
(see Plan section 2.05(d)), may again become a Participant only
according to the Plan section entitled "Conditions of
Participation" (see Plan section 2.01) or according to the Plan
section entitled "Changing to Covered Employee" (see Plan sec-
tion 2.02(b)).
2.04. Determination of Eligibility
----------------------------
The Administrator must determine each person's eligibility for
participation in the Plan. All good-faith determinations by the
Administrator are conclusive and binding on all persons for the
Plan Year in question, and there is no right of appeal except for
claims, as provided in this Plan.
2.05. Enrollment
----------
(a) Application. An application to participate is not required,
------------
but each Employee and Participant must correctly disclose
all requested information necessary for the Administrator
to administer this Plan properly.
2-2
<PAGE>
(b) Acknowledgement. In any claim form or similar
----------------
instrument adopted by the Administrator, as a condition of
receiving Plan benefits, an Employee or a Beneficiary may
be required to acknowledge the existence of and the terms
and conditions in the Plan and any Trust Agreements and
that copies of the Plan and any Trust Agreements have
been made available to him. The Administrator may
require an Employee or a Beneficiary to agree to abide by
the terms and conditions of this Plan and any Trust
Agreements.
(c) Benefit exhibits. This Plan's categories of benefits or
-----------------
detailed Account balances may vary widely among
Participants. To accommodate such individualized benefit
arrangements, the Sponsor's Designee and the
Administrator are authorized to create and maintain
individualized or group benefit arrangements described in
the Plan's lettered exhibits. Each lettered exhibit provides
the specific requirements for a Participant to be eligible for
Accrued Benefits described in that exhibit. A Participant
is not automatically entitled to Accrued Benefits from each
exhibit and is entitled to Accrued Benefits only according
to the provisions of the lettered Plan exhibits describing
this Plan's Accounts.
(d) Participants, Active Participants. A Participant in this Plan
----------------------------------
is either an Active Participant or a Participant with an
Accrued Benefit that has not yet been distributed or
consumed, been cancelled, or otherwise been satisfied.
Except for an Active Participant, who is a Covered
Employee, an individual who is not identified in at least
one of this Plan's lettered exhibits is not a Participant. An
individual who is not a Covered Employee but who has
been an Active Participant and who accumulated Accrued
Benefits that are undistributed or otherwise unconsumed,
2-3
<PAGE>
uncancelled, and unsatisfied is a Participant but not an
Active Participant. A Participant who is still a Covered
Employee is an Active Participant even if he has no
Accrued Benefits and is not identified in any of this Plan's
lettered exhibits describing Accounts.
2.06. Certification of Participation
------------------------------
As requested by the Employers, the Administrator must give each
Employer a list of Employees who became Participants since the
last list was given. As requested by an Employer after any Plan
Year, the Administrator must give that Employer a list of
Employees who were Active Participants for that Plan Year.
2-4
<PAGE>
CRESTAR FINANCIAL CORPORATION
Temporary Executive Benefit Plan
As Amended And Restated
Effective December 26, 1990
ARTICLE 3
CONTRIBUTIONS
-------------
3.01. Suspension Periods
------------------
This Plan article 3 reserves to the Sponsor certain discretionary
authority and powers; all Sponsor powers, however, are exercised by
other Fiduciaries according to this Plan during a Suspension Period. A
reference to the Sponsor or a reference to acts of the Sponsor's
Designee in this Plan article 3 in the context of a power is, during any
Suspension Period, a reference to the Fiduciary authorized to exercise
that power.
3.02. General Provisions on Employer Contributions
--------------------------------------------
(a) Section is primary. This Plan's provisions on Employer
-------------------
contributions are all subject to the provisions of this section and
to the provisions of any Administrator's Rules authorized by this
section.
(b) Qualification intended. The Employers intend that the Plan will
-----------------------
always qualify as an Excess-benefit Plan under ERISA
section 3(36) and as an EIAP. The Employers intend that the
Plan will always qualify as a Defined Contribution Plan under
ERISA section 3(34). The Employers also intend that the Plan or
any part of the Plan will never be a Defined Benefit Plan or a
successor plan (according to ERISA section 4021(a)).
(c) Questioned qualification. If the Plan as reflected in this
-------------------------
document (including any Administrator's Rules) does not qualify as
a Defined Contribution Plan under ERISA section 3(34), or if the
Plan is determined to be a successor plan (according to ERISA
section 4021(a)), or if the Department of Labor or the Pension
Benefit Guaranty Corporation conditions any requested or required
opinions about the Plan on amendments, caveats, or conditions not
acceptable to the Sponsor, then the Sponsor must amend this Plan or
any related Trust Agreement or revoke and
3-1
<PAGE>
annul any amendment in any manner deemed necessary to effect a
favorable determination or opinion.
(d) Pension Benefit Guaranty Corporation determination. Despite any
---------------------------------------------------
provisions of this Plan to the contrary, a Participant or
Beneficiary has no right or claim to any Plan Asset or any other
asset in any Trust Fund relating to any benefit under the Plan
accruing during a period for which the Pension Benefit Guaranty
Corporation determines that the Plan is a successor plan
(according to ERISA section 4021(a)).
(e) Deductions intended. The Employers intend that all of their
--------------------
benefit payments to Participants and Beneficiaries as well as
contributions to any Trust Fund or to any Insurer for a Contract
be deductible under Code section 404(a)(5). This subsection
applies to all Employer contributions to any Trust Fund or to any
Insurer for a Contract unless an Employer stipulates at the time
of contribution that the contribution by that Employer is not
subject to this subsection. If any deduction for any Employer
contribution that is intended to be deductible under Code sec-
tion 404(a)(5) is not allowed in whole or in part, then that
disallowed portion must be transferred to the General Trust Fund
within the Crestar Financial Corporation OMNI Trust, unless the
disallowance is caused by Code section 280G(a) or by a change
in the Code after this Plan's Effective Date. If the disallowance
is caused by Code section 280G(a) or by a change in the Code
after this Plan's Effective Date, the contribution in question is
not affected (no transfer, no refund). Any transfer under this
subsec-tion must be made no later than one year after the
disallowance. For purposes of this subsection, the disallowance may
be by the opinion of any court whose decision has become final or
by any disallowance asserted by the Internal Revenue Service to
which the Sponsor agrees.
(f) Mistake of fact. This subsection applies to all Employer
----------------
contributions to any Trust Fund or to any Insurer for a Contract
unless at the time of contribution an Employer stipulates that the
contribution by that Employer is not subject to this subsection.
If any contribution is made by an Employer because of a mistake
3-2
<PAGE>
of fact, then the portion of the contribution due to the mistake of
fact must be transferred to the General Trust Fund within the
Crestar Financial Corporation OMNI Trust. The transfer must be
made no later than one year after the contribution.
(g) Exclusive purpose. Except for balances in Suspense Accounts
------------------
attributable to Employer contributions remaining at the
termination of this Plan or the termination of all of this Plan's
funding vehicles, and except as otherwise provided in this Plan
section, Employer contributions to any Trust Fund or other
funding vehicle (including a Contract) are irrevocable. Plan
Assets or other assets in any Trust Fund or other funding vehicle
(including a Contract) must not inure to the benefit of any
Employer and must be held for the exclusive purposes of
providing benefits to Employees, Participants, and their Benefi-
ciaries and for defraying reasonable expenses of administering the
Plan.
(h) Determining contributions. Each Employer must determine the
--------------------------
amount of any of its contributions under the terms of this Plan.
To facilitate determinations, the Sponsor is entitled to set a
uniform determination date, and each Employer may rely on its
own estimate as of that date of applicable remuneration for
Participants, profit and asset data, and of the amounts it might
contribute. Each Employer's determination of its contributions is
binding on all Participants, the Administrator, and the
contributor.
(i) Contributing. No person is required to collect Employer
-------------
contributions. A Trustee or co-Trustee is not required to collect
Employer contributions and is responsible only for assets received
as Trustee or co-Trustee. Each Employer may cause its
contributions, including contributions to any Trust Fund or to any
Insurer for a Contract, to be paid in installments and on the dates
it elects, but if requested by the Administrator or another
Employer, a contributing Employer must indicate the Plan Year
for which a contribution is to be attributable.
(j) Cash or property. Except as restricted by any affected Insurer,
-----------------
Trustee, or co-Trustee or by the terms of the Plan (including any
3-3
<PAGE>
Administrator's Rules), and except as prohibited (without
administrative exemption) by law, Employer contributions may be
in cash or any other property.
(k) No Profit required. Although this Plan is intended to be a Profit-
-------------------
sharing Plan, an Employer may contribute amounts to this Plan
in excess of its Profit.
(l) Administrator's discretion. The Administrator may exercise its
---------------------------
discretion in implementing any Employer-contribution provision in
this Plan article 3 if that exercise of discretion does not violate
any of the other provisions in this article.
(m) Administrator's Rules. With the Sponsor's Designee's consent,
----------------------
the Administrator may create and publish original, additional, or
revised Administrator's Rules governing contributions or elections
according to this Plan article 3 if that action is consistent with
the preceding subsection. The Sponsor's Designee may change or
cancel any Administrator's Rules provision created or revised by
the Administrator.
3.03. Cash and Non-cash Contributions
-------------------------------
(a) Non-cash contributions allowed, but Insurer or Trustee has veto.
----------------------------------------------------------------
Employers may contribute either cash or any non-cash property
to any Trust Fund or to any Insurer for a Contract, but an Insurer,
a Trustee, or a co-Trustee may determine forms of property it will
not accept. If an Insurer, a Trustee, or any co-Trustee
communicates a description of specific property forms it will not
accept, each Employer's right to contribute non-cash property is
restricted according to that communication. Except as restricted
by an Insurer, a Trustee, or a co-Trustee, and except as prohibited
(without administrative exemption) by law, Employer
contributions, including contributions to any Insurer for a
Contract or to any Trust Fund, may be in cash or any other
property.
(b) Value of non-cash contributions. Each Insurer, Trustee, or co-
--------------------------------
Trustee receiving non-cash contributions must value all non-cash
property contributed at its fair-market value (according to
3-4
<PAGE>
applicable regulations) on the actual date that it accepts the
property.
(c) Specific forms allowed. Except as restricted according to the
-----------------------
provisions of subsection (a), the following contributions are
specifically permissible: stock, whether common or preferred, or
options to purchase stock, whether common or preferred, of the
Sponsor or an ERISA Affiliate; other Securities (including bonds,
debentures, and secured notes) of the Sponsor or an ERISA
Affiliate; interests or options to purchase other interests
(including joint venture, partnership, or limited partnership
interests) in ERISA Affiliates; personal property or Qualifying
Employer Real Property or undivided interests in Qualifying
Employer Real Property or personal property owned or used by the
Sponsor or an ERISA Affiliate; any other property that may produce
income to benefit the Participants or their Beneficiaries, whether
such income production is by way of current income or by way of
appreciation; insurance contracts on one or more Participants,
including individually owned insurance policies that have been
purchased for contribution purposes by an Employer from Partici-
pants or other policy owners; insurance contracts on the lives of
officers, shareholders, or key personnel of the Sponsor or an ERISA
Affiliate if the death of the insured could adversely affect the
Participants (such as, but not limited to, adverse effects on
supplies, production, sales, ownership, or control of the Sponsor)
in a foreseeable manner; as described in ERISA section 408(b)(4),
deposits that bear a reasonable interest rate in a bank or similar
financial institution, which bank or other institution must be
supervised by the United States or a State if that bank or other
institution is a Fiduciary; or cash.
3.04. Benefit Reserve
---------------
(a) Additions to Benefit Reserve. Contributions by Participants are
-----------------------------
added to the Benefit Reserve. Until the contribution is allocated,
the Sponsor may designate any Employer contribution as an
addition to the Benefit Reserve.
3-5
<PAGE>
(b) Reductions of Benefit Reserve. The Benefit Reserve is reduced
------------------------------
by the allocation of Plan Assets from the Benefit Reserve. The
Benefit Reserve is reduced also by Plan Assets distributed from
the Benefit Reserve to Participants or on behalf of Participants
according to this Plan.
(c) Directions relating to Benefit Reserve. As to any part of the
---------------------------------------
Benefit Reserve, if it is not inconsistent with this Plan's
provisions, the Sponsor may at any time direct that an Insurer,
Trustee, co-Trustee, or other person holding Plan Assets transfer
assets of any amount to any Participant and reduce the Benefit
Reserve by an equal amount.
3.05. Basic Contribution
------------------
Basic Contributions are not required and are made at each Employer's
discretion. The Basic Contribution from an Employer for a Plan Year or
for any other pay period is determined by that Employer.
3.06. Transfers
---------
Transfer Contributions, which are transfers of assets or liabilities or
transfers of assets and liabilities (for example, Transfer Contributions
could be accomplished by transfers of assets or liabilities similar to
the manner described in ERISA section 208), may be caused or allowed by
the Sponsor (or the Fiduciary exercising the Sponsor's power under Plan
article 8 during a Suspension Period) according to this Plan. A transfer
that is from another Sponsor-maintained Pension Plan that authorizes a
transfer of assets to this Plan and that is according to the terms of
that other Sponsor-maintained Pension Plan is deemed to be caused or
allowed by the Sponsor according to this section. The Administrator may
not accept Transfer Contributions that will cause any portion of this
Plan to become a plan to which ERISA section 205 applies.
3.07. Participant Contributions
-------------------------
Contributions by Participants are not permissible except according to
any rules created (or revised) and announced by the Administrator to
facilitate the operation of Plan article 5.
3-6
<PAGE>
CRESTAR FINANCIAL CORPORATION
Temporary Executive Benefit Plan
As Amended And Restated
Effective December 26, 1990
ARTICLE 4
ALLOCATIONS
-----------
4.01. General Allocation Rules
------------------------
(a) Suspension Periods. This Plan article 4 reserves to the Sponsor
-------------------
certain discretionary authority and powers; all Sponsor powers,
however, are exercised by other Fiduciaries according to this Plan
during a Suspension Period. A reference to the Sponsor or a
reference to acts of the Sponsor's Designee in this Plan article 4
in the context of a power is, during any Suspension Period, a
reference to the Fiduciary authorized to exercise that power.
(b) Unallocated assets. Except for direct payments of benefits to
-------------------
Participants and Beneficiaries, all contributions to this Plan are
unallocated until they are allocated according to this Plan article
4 and any Administrator's Rules. Unallocated Plan Assets or con-
tributions, including the Benefit Reserve and amounts in Suspense
Accounts, and income on those assets or contributions, are
allocated only as described in this Plan article 4 and any
Administrator's Rules. Until allocated, those assets are not part
of a Participant's Account and are not part of his Accrued Benefit.
These allocation rules do not apply to normal income or expense
crediting on previously allocated assets.
(c) Non-cash contributions. Allocations of non-cash contributions are
-----------------------
made based on the fair-market value of those assets when
received by a Trustee or co-Trustee or at the most recent
Valuation Date, whichever is later.
4.02. Accounts
--------
(a) Suspense Accounts. If there is a Transfer Contribution to this
------------------
Plan, and that contribution involves assets that exceed liabilities
transferred at the same time, the Administrator must cause an
Asset-transfer Suspense Account to be established and cause those
excess transferred assets to be allocated to that Suspense Account.
4-1
<PAGE>
When the Sponsor's Designee designates that assets contributed
to the Plan or held by the Plan must be held in a Suspense
Account, the Administrator must cause an Employer-designated
Suspense Account to be established and cause all assets so desig-
nated to be allocated to that Suspense Account. A Suspense
Account is not a Participant's Account, but it is credited with
Trust Fund earnings as if it were a Participant's Account.
(b) Other Named Accounts generally. As required for appropriate
-------------------------------
record-keeping, the Administrator must establish and name
additional Accounts or sub-accounts reflecting interests in Plan
Assets (i.e., Accrued Benefits) for each Participant. Distributions
made to a Participant must be charged against the Participant's
Account or sub-account from which they are drawn. According to
allocations made, Forfeitures announced, and distributions paid,
the Administrator must cause each Participant's Accounts and sub-
accounts to be credited and debited with all appropriate amounts,
including contributions, investment gains and losses, and
distributions.
4.0 Basic Contribution Allocations
------------------------------
(a) Sponsor designation. If an Employer causes or allows a Basic
--------------------
Contribution, the Sponsor's Designee may designate that all or
any part of any Basic Contribution be allocated to any of a
Participant's Accounts.
(b) Failure to designate. If an Employer causes or allows a Basic
---------------------
Contribution and the Sponsor's Designee fails to designate how
that contribution is to be allocated according to subsection (a),
the Basic Contribution must be allocated to an Employer-designated
Suspense Account.
4.04. Allocations from Asset-transfer Suspense Account
------------------------------------------------
(a) Sponsor designation. If the Sponsor causes or allows a Transfer
--------------------
Contribution that causes the creation of an Asset-transfer
Suspense Account, the Sponsor's Designee may designate that all
4-2
<PAGE>
or any part of an Asset-transfer Suspense Account be allocated to
any Participant's Account.
(b) Failure to designate. Subject to subsection (c), if the Sponsor's
---------------------
Designee causes or allows an asset transfer but fails to designate
how those assets are to be allocated according to subsection (a),
the assets remain in the Asset-transfer Suspense Account.
4.05. Allocations from Employer-designated Suspense Account
-----------------------------------------------------
(a) Sponsor designation. If there is an Employer-designated Suspense
--------------------
Account, the Sponsor's Designee may designate that all or any
part of the Employer-designated Suspense Account be allocated
to any Participant's Account.
(b) Failure to designate. Subject to subsection (c), if there is an
---------------------
Employer-designated Suspense Account but the Sponsor's
Designee fails to designate how any amount or any asset is to be
allocated from that Suspense Account, that amount or asset
remains in the Employer-designated Suspense Account.
4.06. Participant Contribution Allocations
------------------------------------
To the extent that the Administrator allows contributions by a
Participant according to the Plan section entitled "Participant
Contributions" (see Plan section 3.07), the Administrator must cause the
allocation of those contributions in a manner allowed by ERISA to a new
and specially named Account for the contributing Participant.
4-3
<PAGE>
CRESTAR FINANCIAL CORPORATION
Temporary Executive Benefit Plan
As Amended And Restated
Effective December 26, 1990
ARTICLE 5
VESTING
-------
5.01. Suspension Periods
------------------
This Plan article 5 reserves to the Sponsor certain discretionary
authority and powers; all Sponsor powers, however, are exercised
by other Fiduciaries according to this Plan during a Suspension
Period. A reference to the Sponsor or a reference to the
Sponsor's Designee in this Plan article 5 in the context of a
power is, during any Suspension Period, a reference to the
Fiduciary authorized to exercise that power.
5.02. Vested Benefits
---------------
(a) Vesting. Except as provided in the preceding sentence and
--------
except to the extent otherwise announced or designated by the
Sponsor's Designee (which may include announcements naming
individuals or describing classes of Participants or portions of
Accounts), no Accounts are vested (Nonforfeitable). Accounts
designated by the Sponsor's Designee as Nonforfeitable are vested
(Nonforfeitable) after that designation to the extent specified
in that designation. The Sponsor's Designee's designations
according to the preceding sentences may grant full vesting or
conditional vesting to any Account of any Participant or may be
accomplished through designations by Account or Participant
classes.
(b) No vesting. A Participant's Accounts not described in the
-----------
preceding subsection (including any of his Accounts, to the
extent that they are not designated as Nonforfeitable when
5-1
<PAGE>
they are created or later) are not vested (Nonforfeitable);
they are Forfeitable.
(c) Nullifying Plan provisions. For any Participant or any
---------------------------
portion of any Participant's Account that is not vested
(Nonforfeitable), the Sponsor's Designee may determine
that any provision of this Plan dealing with vesting or
Forfeitures does not apply or applies only with special
limitations. That decision does not require any
Participant's consent and is effected by a written
communication delivered to the Participant and the Admin-
istrator.
5.03. Forfeitures
-----------
(a) Basic rules governing time of Forfeiture. Any portion of
-----------------------------------------
a Participant's Account that is vested (Nonforfeitable)
cannot be Forfeited without that Participant's consent.
Except for Forfeitures with the Participant's consent, this
subsection governs the time of this Plan's Forfeitures. The
Sponsor's Designee may cause any amount except
Nonforfeitable amounts to be Forfeited at any time without
any Participant's consent. The Sponsor's Designee may
cause any Nonforfeitable amount to be Forfeited at any
time with the consent of the Participant whose Account is
being Forfeited. Except during a Suspension Period or as
otherwise directed by the Sponsor's Designee, the
Forfeitable portion of a Participant's Account is Forfeited
when he Separates from Service. After a Participant
Separates from Service during a Suspension Period, each
part of his Account that is subject to Forfeiture is Forfeited
as of the earliest of the dates listed in this subsection's
paragraphs.
(1) The date of the Participant's death.
5-2
<PAGE>
(2) The last day of the fifth year after the Participant's
Separation from Service.
If the Plan terminates pursuant to Plan article 8 at any
time, the Forfeitable part of all Accounts is Forfeited as of
the date of the Plan's termination.
(b) Time of distributions in relationship to time of Forfeiture.
------------------------------------------------------------
The Administrator's directions to distribute a Participant's
Nonforfeitable interest in his Account according to Plan
article 6 operate independently from this Plan section's
operative rule about the time of Forfeitures after a
Participant Separates from Service. Thus, distributions can
be ordered before, after, or at the same time as a Forfeiture
occurs according to this Plan section.
(c) Allocation of Forfeitures. All Forfeitures must be allocated
--------------------------
as Basic Contributions according to Plan article 4.
5-3
<PAGE>
ARTICLE 6
DISTRIBUTIONS
-------------
6.01. General Provisions on Benefits, Distributions, Transfers
--------------------------------------------------------
(a) Article controls; Suspension Periods. All distributions
-------------------------------------
according to this Plan are subject to the provisions of this
article. This Plan article 6 reserves to the Sponsor certain
discretionary authority and powers; all Sponsor powers,
however, are exercised by other Fiduciaries according to
this Plan during a Suspension Period. A reference to the
Sponsor or a reference to acts of the Sponsor's Designee
in this Plan article 6 in the context of a power is, during
any Suspension Period, a reference to the Fiduciary
authorized to exercise that power.
(b) Administrator authority and discretion. Although the
---------------------------------------
Sponsor's Designee may direct the Administrator and the
Administrator must implement the Sponsor's Designee's
directions, only the Administrator may direct an entity
holding Plan Assets or other Trust Fund assets as to the
amount and form of any distribution, any benefit payment,
or any other disposition of Plan Assets or other Trust Fund
assets in satisfaction of benefits. Any Trustee, co-Trustee,
Insurer, or other holder of Plan Assets or other Trust Fund
assets may be directed as to such distributions, payments,
or dispositions only by the Administrator. The
Administrator may exercise its discretion in implementing
any provision in this Plan article about benefits,
distributions, or transfers of Plan Assets or other Trust
Fund assets and liabilities if that exercise of discretion does
not violate any of the other provisions in this Plan article
and does not result in the Plan's failure to satisfy the
6-1
<PAGE>
provisions in the last two sentences of the Plan subsection
entitled "Qualification intended" (see Plan section 3.02(b)).
(c) Discharge of liability. Any payment to a person (or his
-----------------------
representative) entitled to payment under the Plan, to the
extent of the payment, is in full satisfaction of all claims
under the Plan against all Trustees, all co-Trustees, all
Insurers, all holders of Plan Assets or other Trust Fund
assets, the Administrator, each member of any Plan Com-
mittee, and the Employers. Any person or entity, as a
condition to payment from it or directed by it, may require
the payee-Participant, -Beneficiary, or -legal representative
to execute a receipt and release of the claim in any form
determined by the person requesting the receipt and
release.
(d) Transfers on notice from Sponsor. On written direction
---------------------------------
from the Sponsor's Designee, but subject to this Plan's
provisions on asset and liability transfers, the Administrator
and the appropriate Trustees, co-Trustees, Insurers, or other
holders of Plan Assets must take all necessary steps to
transfer assets to another trust governed by an agreement
between a Trustee or co-Trustee and the Sponsor or other
Employer or to a successor trustee or to another Insurer,
according to the Sponsor's Designee's directions.
(e) Plan termination distributions. When the Plan terminates,
-------------------------------
any allocation required by ERISA must be made. Plan
Assets, whether within any Trust Fund or Plan Contracts,
are the only source from which a claimant may satisfy any
claim based on a Participant's Account or on his
entitlement to assets. He has no other recourse. After
implementing the provisions of this subsection, providing
for payment of any expenses properly chargeable against
any Trust Fund or Plan Contract, and confirming
6-2
<PAGE>
compliance with all other precedent requirements of law,
the Administrator must direct any Trustees and co-Trustees
to distribute assets remaining in the Trust Fund, must
direct any Insurer to distribute any assets remaining in any
reserve or account, and must direct any other holder of any
Plan Assets to distribute any assets remaining in that hol-
der's custody. Distributions may be in cash or in kind,
despite any other terms of the Plan, and in the manner the
Administrator determines, so long as it is consistent with
statutory requirements. Except as specifically provided by
law, the Administrator's determination is conclusive on all
persons. If all of the Employers have resigned sponsorship
of the Plan, until actual liquidation and distribution of all
Plan Assets, whether within any Trust Fund or Plan
Contracts, the Administrator must assume all powers and
duties of the Employers (except duties relating to con-
tributions each Plan Year). After the Plan terminates,
expenses must be paid as directed by the Administrator
from Plan Assets, whether within any Trust Fund or Plan
Contracts, unless at least one of the Employers
affirmatively agrees to pay the expenses.
(f) Special distributions allowed. This subsection applies if
------------------------------
the Plan is continued according to this Plan's other terms
by a corporation or any other legal entity merged or
consolidated with an Employer or otherwise succeeding an
Employer as a result of any change in ownership of that
Employer or the Employer's assets. If a Participant
continues work with the surviving or purchasing legal
entity but does not qualify by law to continue as a
Participant, the Administrator must determine the options
available--including the possibility of distributing assets or
transferring assets--that would not render this Plan at any
time revocable, invalid, or inconsistent with the last two
sentences of the Plan subsection entitled "Qualification
6-3
<PAGE>
intended" (see Plan section 3.02(b)) and must treat that
Participant's interests in the manner the Administrator
deems most beneficial to that Participant.
(g) Unclaimed benefits. If the inability to determine a payee's
-------------------
identity or whereabouts prevents any holder of Plan Assets,
including a Trustee or co-Trustee, from paying any amount
to a Participant, former Participant, or Beneficiary within
seven years after the amount becomes payable, all amounts
that would have been payable to that Participant, former
Participant, or Beneficiary must be segregated by that
holder and then dealt with by that holder according to the
laws of the state by which this Plan is governed that
pertain to abandoned intangible personal property held in
a fiduciary capacity.
(h) Recapture of payments. By error, it is possible that
----------------------
payments to a Participant or Beneficiary may exceed the
amounts to which the recipient is entitled. When notified
of the error, the recipient must return the excess as directed
by the Administrator. This requirement is limited where
explicit statutory provisions require limitation. To prevent
hardship, repayment under this subsection may be made in
installments, determined in the sole discretion of the
Administrator. A repayment arrangement, however, may
not be contrary to law, and it may not be used as a
disguised loan. If any person, including a Trustee or co-
Trustee, is authorized by statute to recover some payments
on behalf of the Plan, no Plan provision may be construed
to contravene the statute.
(i) Limits on assignment. Except as explicitly allowed in this
---------------------
subsection, Plan benefits are not subject to Assignment and
Alienation (they may not be anticipated, assigned either at
law or in equity, alienated, or be subject to attachment,
6-4
<PAGE>
garnishment, levy, execution, or other legal or equitable
process). Once a Participant or Beneficiary begins
receiving Plan benefits, the Participant's or Beneficiary's
benefits are subject to Assignment and Alienation as to
future benefit payments, but only if the Assignment or
Alienation is voluntary and neither for the purpose of nor
with the effect of defraying Plan administration costs. An
attachment, garnishment, levy, execution, or other legal or
equitable process is not a voluntary Assignment or
Alienation.
(j) Garnishments. If a Participant's benefits are garnished or
-------------
attached by order of any court, then the Administrator or
any involved holder of Plan Assets, including a Trustee or
co-Trustee, may bring an action for a declaratory judgment
in a court of competent jurisdiction to determine the proper
recipient of those benefits. Any benefits that become
payable while that action is pending must not be paid or,
at the Administrator's direction, must be paid into the court
as they become payable, to be distributed later by the
appropriate holder of Plan Assets or by the court to the
recipient determined by the court.
(k) Distributions to minors and incompetents. If any Plan
-----------------------------------------
amount is payable to a Participant or Beneficiary who is a
minor or who, in the Administrator's opinion, is not
capable of making proper disposition of funds or is not
legally capable of giving a valid receipt and discharge for
the assets, that payment may be made for the benefit of the
Participant or Beneficiary to any person that the
Administrator in its discretion designates, including the
guardian or legal representative of the Participant or
Beneficiary, an adult with whom that Participant or
Beneficiary resides, or in discharge of that Participant's or
Beneficiary's bills. To the extent of any such payments,
6-5
<PAGE>
they are deemed a complete discharge of any liability for
such payment under the Plan, and any Trustee, co-Trustee,
Insurer, or other holder of Plan Assets may make the
payments without the intervention of any guardian or
similar fiduciary and without obligation to require bond or
to see to the further application of the payments.
(l) General rule for valuing Accounts for distributions. All
----------------------------------------------------
assets distributed must be valued as of the time of
distribution. Except as specifically provided otherwise in
this Plan article, the value of a Participant's Account for
purposes of distributions is not determined until after the
Administrator has received all of the appropriate claim
forms, election forms, and withholding forms. The value
is then determined as of the Valuation Date that satisfies
two conditions: first, it is no earlier than the day of the
Participant's Separation from Service; and second, it is the
Valuation Date immediately before the distribution.
(m) Administrator's valuation adjustment. If an Account's
-------------------------------------
value otherwise determined according to this Plan should
be adjusted to avoid obvious unfairness on one hand to the
Participant or Beneficiaries entitled to a distribution or
obvious unfairness on the other hand to the other
Participants and Beneficiaries, the Administrator may cause
a special valuation for that Account alone. The value of
that Account then must be adjusted upward or downward
as necessary in the Administrator's opinion to avoid the
obvious unfairness, based on changes in the value of Plan
Assets (or of any relevant part of the Plan's assets) since
the last general Valuation Date.
(n) Two-part distributions. It is possible for a Participant to
-----------------------
Separate from Service after the last day of a pay period for
which an Employer contribution is made and yet before
6-6
<PAGE>
(perhaps by several years) that Employer contribution is
made. If that happens, the Administrator may apply this
Plan's distribution provisions once to the Participant's
Account before that Employer contribution is made and
then again to the Participant's Account after the Employer
contribution is made.
6.02. Claims
------
(a) Distributions without claims. The Administrator is not
-----------------------------
required to cause a Plan distribution before a claim has
been filed, but the Administrator may cause a Plan
distribution before a claim has been filed if information
comes to the Administrator's attention that indicates that a
Participant or Beneficiary is entitled to a distribution.
(b) Claims to Administrator. Subject to this Plan's provisions
------------------------
on claim reviews, claims for benefits from this Plan must
be made in writing to the Administrator or to any person
the Administrator designates to receive claims. If the
Administrator has made forms available, those forms must
be used; otherwise, a claim by a Participant or Beneficiary
communicated in writing to the Administrator is
satisfactory.
(c) Administrator's response. On receipt of a claim, the
-------------------------
Administrator must respond in writing within ninety days.
The Administrator's first written notice must indicate any
special circumstances requiring an extension of time for the
Administrator's decision. The extension notice must
indicate the date by which the Administrator expects to
give a decision. An extension of time for processing may
not exceed ninety days after the end of the initial ninety-
day period.
6-7
<PAGE>
(d) Denied claims. If a claim is wholly or partially denied, the
--------------
Administrator must give written notice within the time
provided in subsection (c). If notice that a claim has been
denied is not furnished within the time required in
subsection (c), the claim is deemed denied. An adverse
notice must be written in a manner calculated to be
understood by the claimant and must include
(1) each reason for denial;
(2) specific references to the pertinent provisions of the
Plan or related documents on which the denial is
based;
(3) a description of any additional material or
information necessary for the claimant to perfect the
claim and an explanation of why that material or
information is needed; and
(4) appropriate information about the steps to be taken
if the claimant wishes to submit the claim for
review.
6.03. Review of Claims
----------------
(a) Administrator's review. On receiving a claimant's proper
-----------------------
written request for review, the full membership of the
Administrator or a person designated by the Administrator
must review any claim that was denied according to the
Plan section entitled "Claims" (see Plan section 6.02). The
written request must be received by the Administrator
before sixty-one days after the claimant's receipt of notice
that a claim has been denied according to that Plan section.
6-8
<PAGE>
(b) Possible hearing. The Administrator or any designated
-----------------
reviewer must determine whether there will be a hearing.
The claimant and an authorized representative are entitled
to be present and heard at any hearing that is used as part
of the review. Before any hearing, the claimant or a duly
authorized representative may review all Plan documents
and other papers that affect the claim and may submit
issues and comments in writing. The Administrator or
reviewer must schedule any hearing to give sufficient time
for this review and submission, giving notice of the
schedule and deadlines for submission.
(c) Review decision time limit. The decision on review must
---------------------------
be furnished to the claimant in writing within sixty days
after the request for review is received, unless special
circumstances require an extension of time for processing.
If an extension is required, written notice of the extension
must be furnished to the claimant before the end of the
sixty-day period, and the decision then must be rendered as
soon as possible but not later than 120 days after the
request for review was received. The decision on review
must be written in a manner calculated to be understood by
the claimant and must include specific reasons for the deci-
sion and specific references to the pertinent provisions of
the Plan or related documents on which the decision is
based. If the decision on review is not furnished to the
claimant within the time required in this subsection, the
claim is deemed denied on review.
(d) Allowances if a committee reviews. If a review under this
----------------------------------
section is conducted by any committee, including a Plan
Committee, and if that committee has regularly scheduled
meetings at least quarterly, the rules in this subsection
govern the time for the decision on review and supersede
the rules in the immediately preceding Plan subsection. If
6-9
<PAGE>
the claimant's written request for review is received more
than thirty days before that committee's meeting, a
decision on review must be made at the next meeting after
the request for review has been received. If the claimant's
written request for review has been received thirty days or
less before a meeting of that committee, the decision on
review must be made at the committee's second meeting
after the request for review is received. If special
circumstances (such as the need to hold a hearing) require
an extension of time for processing, the committee's
decision must be made not later than that committee's third
meeting after the request for review has been received. If
an extension of time is required, written notice of the
extension must be furnished to the claimant before the
extension begins. If notice that a claim has been denied on
review is not received by the claimant within the time
required in this subsection, the claim is deemed denied on
review.
(e) Determination final. Except for a written request for
--------------------
review under subsection (a), all good-faith determinations
by the Administrator are conclusive and binding on all
persons, and there is no right of appeal.
6.04. Death Distributions
-------------------
(a) Amount to which section applies. This section applies
--------------------------------
only to the portion of a Participant's Account for which the
Administrator has not directed a distribution or transfer
according to this Plan before the Administrator receives
proof of that Participant's death.
(b) Ordering distribution. Subject to this Plan's other
----------------------
provisions about Beneficiaries, as soon as reasonably
possible after a Participant dies and after the Administrator
6-10
<PAGE>
receives (or is deemed to receive) the appropriate claim
forms, election forms, and withholding forms, the
Administrator must direct any Trustee, co-Trustee, Insurer,
or other holder of Plan Assets to distribute the
Nonforfeitable value of the Participant's Account to which
this section applies. Except as specifically provided to the
contrary in this Plan, the Administrator directs distributions
to a Participant's Beneficiary or Beneficiaries.
(c) Valuing the Account. For purposes of subsection (b), a
--------------------
Participant's Account is valued after the Administrator
receives proof of the Participant's death according to Plan
article 7 and as of the Valuation Date that satisfies both of
these conditions:
(1) The Valuation Date is no earlier than the day of the
Participant's death.
(2) The Valuation Date is the Valuation Date
immediately before the distribution.
(d) Death before termination of employment. When a
---------------------------------------
Participant who is an Employee dies, the entire amount
credited to his Account and any amount that is later
allocated to his Account according to this Plan that is not
Nonforfeitable becomes Nonforfeitable only to the extent
announced by the Sponsor's Designee. Except for
announced post-death vesting, when a Participant who is
an Employee dies, only the Nonforfeitable amount credited
to his Account and the Nonforfeitable portion of any
amounts later allocated to his Account according to this
Plan may be distributed according to this Plan, and the
Forfeitable portions are Forfeited.
6-11
<PAGE>
(e) Death after termination of employment. When a
--------------------------------------
Participant who is not an Employee dies, only the Non-
forfeitable amount credited to his Account and the Non-
forfeitable portion of any amounts later allocated to his
Account according to this Plan may be distributed
according to this Plan, and the Forfeitable portions are
Forfeited.
6.05. Distributions on Events
-----------------------
(a) When section applies. The provisions of this section's
---------------------
subsection (b) apply when a Participant Separates from
Service for any reason, including Separation from Service
caused by Retirement (including Early Retirement), death,
or Disability. The provisions of this section's
subsection (c) apply according to this Plan's lettered
exhibits describing benefit categories and Participants'
distribution elections.
(b) Allocation entitlements. A Participant who Separates from
------------------------
Service is no longer an Active Participant and is not
entitled to Employer contribution allocations for the Plan
Year (or other shorter pay period used by the
Administrator) in which he Separates, but there are three
exceptions listed in this subsection's paragraphs.
(1) In determining eligibility for Employer contribution
allocations, an Active Participant who Separates
from Service as a Covered Employee by Retiring is
an Active Participant through the Plan Year in
which he Separates.
(2) In determining eligibility for Employer contribution
allocations, an Active Participant who Separates
from Service as a Covered Employee while he has
6-12
<PAGE>
a Disability is an Active Participant through the Plan
Year in which he Separates.
(3) In determining eligibility for Employer contribution
allocations, an Active Participant who dies as a
Covered Employee is an Active Participant through
the Plan Year in which he dies.
(c) Delayed distribution. This Plan's lettered exhibits defining
---------------------
benefit categories, together with a Participant's distribution
election for each of this Plan's lettered exhibits for which
that Participant has been an Eligible Employee and has
accumulated an Accrued Benefit, determine whether and
when a Participant is entitled to a distribution. Except as
provided in the Plan section covering Participant-requested
withdrawals, a Participant who is entitled to a distribution
according to those lettered exhibits and his distribution
election for any reason other than death is entitled to that
distribution as soon as possible after the Plan's year-end
Valuation Date that is no earlier than five years following
the day on which the Participant becomes entitled to the
distribution. A Participant who is entitled to a distribution
according to this Plan section and who makes no
distribution election according to the Plan section entitled
"Methods of Distribution" (see Plan section 6.06) receives
a distribution in cash, in other Plan Assets, or both--as
determined by the Administrator--in a single sum after the
Valuation Date described in the preceding sentence.
6.06. Methods of Distribution
-----------------------
(a) Forms first. As provided in this Plan, but only after the
------------
Administrator receives (or is deemed to receive) the
appropriate claim forms, election forms, and withholding
forms, the Administrator must direct any Trustee, co-
6-13
<PAGE>
Trustee, Insurer, or other holder of Plan Assets to distribute
the Nonforfeitable value of the Participant's Account.
(b) Designation to Administrator. By written designation
-----------------------------
delivered to the Administrator before the date announced
by the Administrator, a Participant who Separates from
Service on account of Retirement (including Early
Retirement) or Disability may indicate a preference from
among the methods of payment provided in this section,
subject to the provisions of Plan section 6.01 and the
remaining provisions in this Plan article. The
Administrator must instruct any Trustee, co-Trustee,
Insurer, or other holder of Plan Assets to make the dis-
tribution accordingly, unless it would jeopardize the
intended status of the Plan, as described in the Plan
subsection entitled "Qualification intended" (see Plan sec-
tion 3.02(b)), or unless the Administrator is allowed by law
to determine and does determine that a form of distribution
will adversely affect the Plan's investments held for other
Participants' benefits. When any Account (or sub-account)
has been completely distributed, it is cancelled.
(c) Other provisions limit. An election of a distribution
-----------------------
method may not extend or expand any Participant or
Beneficiary rights provided in this Plan.
(d) Communicating requests. If a Participant or a Beneficiary
-----------------------
wishes to change his distribution-method election, a
requested change is not effective before it is received by
the Administrator. The Administrator, any Trustee, co-
Trustee, Insurer, or other holder of Plan Assets, and the
Employers are not liable for a failure to make a change
between the time a change is requested and the
Participant's death, Disability, or Separation from Service,
6-14
<PAGE>
unless the failure is willful or from substantial negligence;
one party is not liable for the failure of another party.
(e) Methods. Distributions must be made in one or more of
--------
the methods listed in this subsection. According to the
terms of this Plan, if a Participant Separates from Service
on account of Retirement or Disability, his Accounts must
be distributed by either of the two methods or a
combination of the two methods listed in paragraphs (1)
and (2). If a Participant Separates from Service but not on
account of Retirement or Disability, his Accounts must be
distributed as a single sum.
(1) Single sum. The amounts may be distributed as a
-----------
single-sum distribution in cash or other property.
(2) Installment payments. The amounts may be
---------------------
distributed in cash or other property over a fixed
period of time in quarterly or annual installments,
after first having segregated the total amounts and
assets in an Account that does not share in later
Employer contributions but which must be credited
with its share of Plan Asset earnings according to
the Plan and any document governing the custody or
investment of Plan Assets, including a Trust
Agreement.
The Administrator may adjust any installment-payment
election as it deems necessary to accommodate non-cash
distributions. The portion of a Participant's Account that
is invested in Employer Stock or Employer Securities may
be distributed in kind or in cash, within the Sponsor's
Designee's absolute discretion.
6-15
<PAGE>
(f) Restrictions. A distribution method may not be elected if
-------------
it provides for installment payments from this Plan of less
than $100 (or one unit of an Employer Security, if that is
the form of distribution).
(g) Change allowed. If the amount credited to a Participant is
---------------
being paid in installments, the Participant is eligible for
any change in payment method consistent with the other
rules in this section, including emergency advances
according to the procedure established in this Plan
section's subsection (h). To the extent permitted by the
Sponsor's Designee, the Participant may withdraw part or
all of his Account, change the frequency of the
installments, or change the length of the installment period.
(h) Emergency payments. According to any rules announced
-------------------
by the Sponsor's Designee, the Administrator may direct
the appropriate holder of Plan Assets to make emergency
payments to a Participant or Beneficiary during a hiatus
between the Participant's Separation from Service and the
time when regular benefit payments are to begin. Emer-
gency payments are treated as advances against the benefits
ultimately due. Emergency payments may be made only
on application by a Participant or the Participant's
Beneficiaries, certifying the Separation from Service and
indicating the emergency nature of the application.
Emergency payments may not exceed the Participant's
Nonforfeitable Account balance as determined by the
Administrator, and the Administrator may restrict any
Participant's emergency payments to an amount that is less
than the Participant's Nonforfeitable Account balance.
6.07. In-Service Withdrawals
----------------------
6-16
<PAGE>
(a) Written request to Administrator. Subject to
---------------------------------
subsection (b), subsection (c), and subsection (g), to the
extent allowed according to the Sponsor's Designee's
authorizing designation, a Participant who has attained Age
55 and whose Account has been designated as eligible for
withdrawals according to this section by the Sponsor's
Designee may apply in writing up to twice a year to the
Administrator for the immediate distribution according to
this section of all or part of the Nonforfeitable value of his
Account.
(b) Administrator or Sponsor's Designee may require notice.
-------------------------------------------------------
As to each Participant individually, the Administrator may
adopt and announce a minimum notice period (for
administrative convenience or for any other purpose) for
any withdrawal pursuant to this section. The Sponsor's
Designee may direct the Administrator to adopt and
announce a minimum notice period for any withdrawal by
any Participant individually pursuant to this section. The
Administrator must direct each Insurer, Trustee, co-Trustee,
or other holder of the Plan Assets to be withdrawn to
determine the value of the assets available for distribution.
(c) Limited to Account value. If a withdrawal is allowed
-------------------------
according to this Plan section's subsection (a), it is allowed
as soon as possible after the Plan's next Valuation Date
after the Administrator receives and approves, at its sole
discretion, the Participant's application and cannot exceed
the Nonforfeitable value of the Participant's Account
valued as of the most recent Valuation Date before
distribution.
(d) Forfeiture. A withdrawal according to subsection (a)
-----------
cannot result in a Forfeiture in excess of the Forfeitable
amount in the Account from which the withdrawal is
6-17
<PAGE>
distributed, but such a withdrawal automatically results in
the Forfeiture of one-tenth of the Forfeitable amount in the
Account from which the withdrawal is distributed.
(e) Directing distributions. According to the provisions in the
------------------------
preceding subsections of this Plan section and any
additional rules it announces, the Administrator may direct
the appropriate Insurer, Trustee, co-Trustee, and any other
holder of the Plan Assets to be withdrawn to pay a
Participant all or part (including any earnings) of his
Account.
(f) Hardship withdrawals. Subject to his individual limitation
---------------------
according to this subsection, a Participant who has
experienced a hardship may apply in writing to the
Administrator for a distribution after a Valuation Date
according to this section from any of his Nonforfeitable
Accounts that have been designated by the Sponsor's
Designee as available for his withdrawals according to this
subsection. The Sponsor's Designee's announcement that
this subsection applies to an individual Participant must
include a designation by the Sponsor's Designee
identifying each Account and the portion of that Account
available for that Participant's withdrawals according to
this subsection. By a later announcement, the Sponsor's
Designee may revise or revoke any announcement that
applies to any Participant at any time. A Sponsor's
Designee's designation may not authorize any Participant
to withdraw more than this subsection's limit as established
by the Administrator. Until changed by the Administrator
with the Sponsor's Designee's consent, this subsection's
limit for withdrawals is an amount equal to the
Nonforfeitable value of the Participant's Account. The
Sponsor's Designee may periodically revise this
subsection's withdrawal limitation to be a uniform amount
6-18
<PAGE>
that is a dollar figure or a percentage of an Account or
both, but no such revision may cause Forfeitable values to
be distributable. The Administrator must direct the
appropriate Insurer, Trustee, co-Trustee, and any other
holder of the Plan Assets to be withdrawn to determine the
value of the assets available for distribution. The
Administrator must determine the portion of the
Participant's Account that may be withdrawn according to
this subsection.
(g) Two-year holdback. As long as assets remain in the
------------------
withdrawing Participant's Account equal to his allocation
from Employer contributions from the two-year period
immediately preceding withdrawal, his right to withdraw
from his Accounts according to this Plan section's
subsection (a) is limited in amount only by the value of the
portion of each of those Accounts that has been authorized
by the Sponsor's Designee as available for his withdrawals
according to this section.
(h) Hardships. Portions of a Participant's Accounts may be
----------
distributed on account of hardship according to
subsection (f) only if the distribution is necessary in light
of immediate and heavy financial needs of the Participant.
A hardship distribution according to this section cannot
exceed the amount required to meet the immediate
financial need created by the hardship and not reasonably
available from other resources of the Participant. The
determination of the existence of financial hardship and the
amount required to be distributed to meet the need created
by the hardship must be made in accordance with the
standards described in this subsection. The Administrator
may appoint an impartial counselor to make the
determination. Any appointed counselor must operate
according to the provisions in this Plan article covering
6-19
<PAGE>
claim appeals (see Plan section 6.03, entitled "Review of
Claims"). An uninsured medical need or property loss
exceeding $1,500 must always be deemed a hardship
creating a need for an amount equal to the medical
expenses incurred or the property loss suffered. The
Administrator may adopt and announce a minimum notice
period (for administrative convenience) for any withdrawal
pursuant to this Plan section's subsection (f). Other
hardship standards may be announced by the Adminis-
trator.
6-20
<PAGE>
ARTICLE 7
DEATH
-----
7.08. Proof of Death
--------------
The Administrator has no duty to direct a death-provoked
distribution under this Plan until it receives proof of the
Participant's death.
7.09. Designation of Beneficiary
--------------------------
(a) Application of section. This section applies only to the
-----------------------
portion of a Participant's Account for which the Adminis-
trator has not directed a distribution or a transfer according
to this Plan before the Administrator receives proof of the
Participant's death.
(b) Beneficiaries. A Participant may designate a Beneficiary
--------------
or Beneficiaries, indicating single, multiple, primary, or
secondary Beneficiaries. Each designation must be in
writing, signed by the Participant, and delivered to the
Administrator. Each designation is revocable. A Partici-
pant's change of Beneficiary is not effective until received
by the Administrator. The Administrator, any Insurer,
Trustees, co-Trustees, and Employers are not liable for a
failure to make a change between the time requested and
the Participant's death unless the failure is willful or from
substantial negligence, and one party is not liable for the
failure of another party. If there is no valid designation by
the Participant, or if the designated Beneficiary or
Beneficiaries fail to survive the Participant, the Beneficiary
is the Participant's Spouse at the Participant's death; if the
7-1
<PAGE>
Participant has no Spouse at death, then the Beneficiary is
the Participant's estate.
7-2
<PAGE>
ARTICLE 8
AMENDMENT, TERMINATION, AND MERGER
----------------------------------
8.01. Exercise of Powers
------------------
(a) Source of powers. The Sponsor's exercise of each of the
-----------------
powers listed in this subsection's paragraphs is limited by
and is governed by this article and Plan article 10. Unless
otherwise specified or limited by this Plan, however, each
of the powers is vested in full in the Sponsor.
(1) The power to name or remove Plan Fiduciaries.
(2) The power to amend this Plan.
(3) The power to cause or allow a merger or
consolidation of this Plan with another plan.
(4) The power to cause or allow a transfer of assets or
liabilities from or to this Plan.
(5) The power to cause or allow this Plan to be
terminated.
(6) The power to suspend benefit payments.
(7) The power to cause allocations of Plan Assets.
(b) Power to amend. This Plan section may not be amended
---------------
unless the amendment in no way endangers the rights of
the Plan's current Participants or the rights of the
Participants in Associated Plans, which fact must be
evidenced by the determination of a court of competent
8-1
<PAGE>
jurisdiction or, until such a court determines the fact, by an
opinion of counsel selected by the Administrator. That
counsel's opinion must be addressed to the Participants of
this Plan and the participants of the Associated Plans and
must be delivered to the Administrator as agent for those
individuals. This Plan article may not be amended unless
the amendment is either
(1) the correction of typographic or scriveners' errors
(which include omissions, diction errors, or sentence
structures that cause a confused or unintended
meaning) that occur in the process of drafting this
document, and each such error must be confirmed
by the Sponsor and the Sponsor's counsel who
assisted in drafting this document; or
(2) the removal or addition of provisions in furtherance
of the purpose of this Plan and without reducing the
Accrued Benefits of Participants generally, which
facts must be evidenced by the determination of a
court of competent jurisdiction or, until such a court
determines those facts, by an opinion of counsel
selected by the Administrator. That counsel's
opinion must be addressed to the current Participants
(if there are any) and must be delivered to the
Administrator as agent for those individuals.
Every exhibit to this Plan is part of the Plan.
Except as specifically provided in this Plan, the
creation or change of an exhibit by a Fiduciary
authorized in this Plan to create or change the
exhibit is a plan amendment requiring approval of
the Sponsor's Designee but not an amendment
restricted by this Plan article other than during a
Suspension Period. Any other creation or change in
8-2
<PAGE>
an exhibit is an amendment that requires approval
by the Sponsor's Designee and is restricted by this
Plan article unless the exhibit itself provides
otherwise (for example, the exhibit of Alternate
Administrators described in the Plan subsection
entitled "Alternate Administrator appointment" (see
Plan section 10.05(b)) normally would not be the
type of exhibit restricted by this Plan article other
than during a Suspension Period. During a
Suspension Period, the creation or change of an
exhibit for any section in this Plan article or any
lettered exhibit describing a benefit arrangement is
a Plan amendment limited by this Article.
(c) General power to amend, terminate, or transfer
----------------------------------------------
assets/liabilities. Except as otherwise specifically provided
-------------------
in this article and in Plan article 10, the Sponsor has the
power and right to:
(1) amend this Plan in whole or in part;
(2) terminate this Plan in whole or in part or suspend
any benefit payments;
(3) cause assets, liabilities, or both to be allocated
within this Plan or to be transferred to or from this
Plan; and
(4) name Plan Fiduciaries.
(d) Sponsor's powers suspended. The Sponsor's powers
---------------------------
described in subsections (a), (b), and (c) are suspended
according to the Plan section entitled "Trigger Events,
Restoration Events, and Consequences" (see Plan sec-
tion 8.10) during a Suspension Period.
8-3
<PAGE>
8.02. Amendment
---------
(a) Sponsor. Except as specifically provided in this Plan (for
--------
example, as provided in Plan article 10, Plan section 8.01,
Plan section 8.09, Plan section 8.10, and subsections (c)
and (d) of this Plan section) or in the other documents
identified in this section, the Sponsor retains the right
(1) to prospectively or retroactively amend this Plan and
any governing document for any funding medium
for this Plan, including a Trust Agreement, to
establish or retain the status of this Plan and any
funding medium, including a Trust, under the
provisions of the Plan subsection entitled
"Qualification intended" (see Plan section 3.02(b));
(2) to amend this Plan and any governing document for
any funding medium for this Plan, including a Trust
Agreement, in any other manner;
(3) to amend this Plan and liquidate any funding
medium, including a Trust Fund, according to that
funding medium's governing documents; and
(4) to amend this Plan and liquidate any Plan Assets
attributable to any identifiable component of this
Plan by transferring all Plan Assets attributable to
that portion of the Plan to the General Trust Fund
that is part of the Crestar Financial Corporation
OMNI Trust Fund.
An amendment is effective on the date indicated in any
written instrument that is executed by the Sponsor (or by
the person specified according to Plan section 8.09(b),
8-4
<PAGE>
when the Sponsor's power is suspended or has been term-
inated) and delivered to the Administrator.
(b) No diversion or assignment. The provisions of this
---------------------------
subsection are subject to the provisions of subsection (c).
Except for the transfer of assets according to the Plan
section entitled "Plan Merger or Asset Transfer" (see Plan
section 8.03) to the extent only of assets that would
become part of this Plan's Asset-transfer Suspense Account
if all of this Plan's assets and liabilities were part of a
Transfer Contribution (for which no Sponsor instructions
were given) to this Plan, no amendment to the Plan or any
governing document for any funding medium for this Plan,
including a Trust Agreement, and no transfer of liabilities
or any Plan Assets or Trust Fund assets may authorize or
permit any part of any Plan Assets to be used for or
diverted to purposes other than the exclusive purposes of
defraying reasonable expenses of administering the Plan
and providing benefits to Employees, Participants, and
Beneficiaries. An amendment may not cause a reduction
in Accrued Benefits credited to any Participant until then
and may not cause a Forfeiture of any Participant's
Accrued Benefit, whether it is Forfeitable or vested
(Nonforfeitable). An amendment may not cause or permit
any portion of any Plan Assets or Trust Fund assets to
revert to or become the property of an Employer. An
amendment that affects the rights, duties, or responsibilities
of any Fiduciary may not be made without that Fiduciary's
written consent.
(c) Administrative expenses, diversions, and reversions. As
----------------------------------------------------
allowed by law, a transfer of liabilities or Plan Assets or
Trust Fund assets or an amendment to the Plan or any
governing document for any funding medium for the Plan,
including a Trust Agreement, may authorize or permit part
8-5
<PAGE>
of any Plan Assets to be used for or diverted to the
payment of taxes owed or to the payment of reasonable
administrative expenses. Any portion of any Trust Fund
that is in a Suspense Account must be transferred, upon
this Plan's termination, to the General Trust Fund that is
part of the Crestar Financial Corporation OMNI Trust
Fund. Any amounts that cannot be transferred to the
General Trust Fund that is part of the Crestar Financial
Corporation OMNI Trust Fund must remain in that Sus-
pense Account until the Administrator directs their
allocation in a manner permitted by this Plan.
8.03. Plan Merger or Asset Transfer
-----------------------------
(a) No reduction of benefits. So long as this Plan remains an
-------------------------
Excess-benefit Plan, there are no Plan Assets that are
subject to ERISA section 208. As to Plan Assets that are
subject to ERISA section 208, the merger or consolidation
of this Plan with, or the transfer of assets or liabilities of
this Plan to another employee benefit plan or the transfer
of assets or liabilities of another plan to this Plan is not
allowed unless each Participant's benefit entitlement
immediately after the merger, consolidation, or transfer is
(when computed as if the surviving or receiving plan had
immediately terminated) equal to or greater than the benefit
to which the Participant would have been entitled if this
Plan had terminated immediately before the merger,
consolidation, or transfer. As to Plan Assets not subject to
ERISA section 208, transfers of assets or liabilities to or
from this Plan may be accomplished without regard to the
effect on any Participant's benefit entitlement.
(b) Sponsor's Designee's written directions. According to
----------------------------------------
written direction from the Sponsor's Designee (or from the
person specified according to the Plan subsection entitled
8-6
<PAGE>
"Power over Mergers" (see Plan section 8.09(d))--as to
mergers--or the Plan subsection entitled "Powers over
asset or liability transfers" (see Plan section 8.09(e))--as to
other transfers--when the Sponsor's power is suspended or
has been terminated), the Administrator must direct any
Fiduciary that holds Plan Assets to take all necessary steps
to transfer any Plan Assets held to another employee-
benefit plan or another employee-benefit plan's funding
medium.
8.04. Discontinuance of Contributions
-------------------------------
(a) Employers. Except as otherwise announced by the
----------
Sponsor's Designee (or by the person specified according
to the Plan subsection entitled "Other Powers" (see Plan
section 8.09(g)), when the Sponsor's power is suspended
or has been terminated) and except for Transfer
Contributions required by this Plan, each Employer has the
right at any time to reduce or discontinue its contributions,
if any, to this Plan. A complete discontinuance of
contributions from all Employers has no effect on the
Forfeitability of any Accounts.
(b) Not a termination. A discontinuance of Employer
------------------
contributions is not a termination of the Plan unless the
Sponsor's Designee (or the person specified according to
the Plan subsection entitled "Power to terminate" (see Plan
section 8.09(c)), when the Sponsor's power is suspended
or has been terminated) gives the notice described in the
Plan subsection entitled "General termination rules" (see
Plan section 8.05(a)).
8.05. Termination
-----------
8-7
<PAGE>
(a) General termination rules. The Sponsor's Designee (or the
--------------------------
person specified according to the Plan subsection entitled
"Power to terminate" (see Plan section 8.09(c)), when the
Sponsor's power is suspended or has been terminated) has
the right at any time to terminate this Plan wholly or
partly, subject to the provisions of the Plan sections
entitled "Exercise of Powers" and "Trigger Events,
Restoration Events, and Consequences" (see Plan
sections 8.01 and 8.10).
(b) Notice. Notice of a termination must be given to the
-------
Participants, to the Administrator, to any Fiduciary holding
Plan Assets that would be affected by the termination, and
to all necessary authorities. If any authority's approval is
necessary, termination is effective according to that
approval; otherwise, the date of the notice or a later date
designated in the notice is the termination date for
purposes of this Plan article. To the extent that any
Account is Forfeitable, that Account is Forfeited upon the
termination of the Plan, and the assets of that Account are
transferred to an Employer-designated Suspense Account.
Any entitlement to Plan benefits that exceeds the value of
Plan Assets allocated to satisfy those benefits are cancelled
upon the Plan's termination, even if the benefits in
question would have been Nonforfeitable Accrued Benefits
upon the allocation of Plan Assets to satisfy those benefits.
(c) Termination as to specific Participants or groups of
----------------------------------------------------
Participants. Except when this Plan has only one
-------------
remaining Participant, the Sponsor's Designee (or the
person specified according to the Plan subsection entitled
"Power to terminate" (see Plan section 8.09(c)), when the
Sponsor's power is suspended or has been terminated) has
the right at any time to prospectively terminate the rights
of any Participant or Beneficiary under the Plan and to
8-8
<PAGE>
prospectively terminate eligibility to receive Plan benefits
as to any Participant, any Beneficiary, or any group of
Participants or Beneficiaries.
(d) Termination as to specific Plan benefits. For any Plan
-----------------------------------------
benefit that is terminated, or for all Plan benefits if the
Plan terminates, except as authorized by the Sponsor's
Designee (or the person specified according to the Plan
subsection entitled "Power to terminate" (see Plan
section 8.09(c)), when the Sponsor's power is suspended
or has been terminated) expressly in any action causing the
termination of the benefit or the Plan, no further benefit
payments are provided by the Plan, regardless of when the
event that gave rise to a potential benefit payment
occurred.
(e) Partial termination. If the Plan partially terminates
--------------------
(determined in a manner consistent with legal authorities),
all affected Accounts or any Account to the extent affected
may then be treated by the Administrator (acting at its
discretion) as if the Plan had terminated.
(f) Allocation of Plan Assets. After the allocations described
--------------------------
in the Plan subsection entitled "Pre-termination allocations"
(see Plan section 8.07(b)), which does not include any
allocation required by ERISA section 403(d)(1), all
Suspense Accounts are not Plan Assets. On the Plan's
termination after those allocations, as to any Plan Assets
that are subject to ERISA section 403(d)(1), the
Administrator must direct that those Plan Assets (exclusive
of any Suspense Account) be allocated among the
Participants and Beneficiaries according to the order
specified in ERISA section 4044. A Participant has no
recourse toward satisfaction of his Account other than from
Plan Assets.
8-9
<PAGE>
(g) Liquidation. Unless the Sponsor's Designee (or the person
------------
specified according to the Plan subsection entitled "Power
to terminate" (see Plan section 8.09(c)), when the
Sponsor's power is suspended or has terminated) specifies
otherwise on the Plan's termination, the Administrator
must cause the immediate liquidation (the orderly sale of
assets to achieve liquidity) of any Suspense Accounts and
Plan Assets and cause distributions according to
subsection (h). If all of the Employers have resigned
participation in the Plan, until actual liquidation and
distribution of any Suspense Accounts and Plan Assets, the
Administrator must assume all powers and duties of the
Employers (except duties relating to contributions each
Plan Year). After the Plan's termination, expenses must be
paid from each funding medium unless at least one
Employer affirmatively agrees to pay the expenses.
(h) Distributions. After implementing the provisions of the
--------------
Plan section entitled "Allocation of Plan Assets" (see Plan
section 8.07), providing for payment of any expenses
properly chargeable against any Plan Assets, and
confirming compliance with all other precedent
requirements of law, the Administrator may direct the
distribution of any Plan Assets, including a direction that
any Fiduciary holding any Plan Assets, including any
Trustees and co-Trustees, distribute assets remaining in any
funding medium for which that Fiduciary is responsible,
including a Trust Fund. Assets in any Suspense Account
or unallocated Benefit Reserve (after application of
subsection (f) of this section) must be transferred to the
General Trust Fund that is part of the Crestar Financial
Corporation OMNI Trust Fund in kind unless such a
transfer is prohibited by this Plan or by any governing
document for any funding medium (including a Trust
Agreement) for this Plan. Any amounts that cannot be
8-10
<PAGE>
transferred to the General Trust Fund that is part of the
Crestar Financial Corporation OMNI Trust Fund according
to this Plan or any governing document for any funding
medium for this Plan (including a Trust Agreement) must
be transferred to a trust and held for the benefit of all
participants under all Associated Plans according to the
Plan subsection entitled "Special benefits" (see Plan
section 8.07(d)). If such a trust fund does not exist when
a transfer under this subsection must occur, then the
Administrator must create one. Distributions to
Participants may be in cash or in kind and are not subject
to the regular distribution provisions of this Plan.
Distributions according to this section must be in the
manner the Administrator determines, so long as the
Administrator's determinations are consistent with statutory
requirements. Except as specifically provided by law, the
Administrator's determination is conclusive as to all
persons.
(i) No further rights. Each Fiduciary that holds Plan Assets
------------------
must transfer or deliver property according to the
Administrator's directions, either without endorsement or
endorsed as the Administrator directs. Such a Fiduciary
will have no further right, title, or interest in property
distributed. After all distributions are completed, each
such Fiduciary is discharged from all obligations under the
governing document for the funding medium in which
those Plan Assets were held. Except by statute, no
Participant or Beneficiary has any further right or claim
against those Fiduciaries.
8.06. Effect of Employer Transactions
-------------------------------
If an Employer is merged or consolidated with any other business,
or is succeeded by a corporation or any other legal entity that
8-11
<PAGE>
acquires substantially all of the Employer's assets, the surviving
or purchasing corporation or legal entity may elect to continue
this Plan as to that Employer's Participants. If a Participant con-
tinues work with the surviving or purchasing legal entity but does
not qualify by law to continue as a Participant, the Administrator
must determine the options available that would not render this
Plan at any time revocable, invalid, or inconsistent with the last
two sentences of the Plan subsection entitled "Qualification
intended" (see Plan section 3.02(b)) and must treat that
Participant's interests in the manner the Administrator deems
most beneficial to that Participant.
8.07. Allocation of Plan Assets
-------------------------
(a) Application of subsections. Upon this Plan's termination,
---------------------------
the Administrator must cause each Fiduciary holding Plan
Assets to allocate those assets. The Administrator must
direct the allocations by first applying this Plan section's
subsection (b) and must then apply each other subsection
serially, in the order that the subsections appear.
(b) Pre-termination allocations. When the Plan terminates, the
----------------------------
assets representing the Suspense Accounts must be
separated from other assets within the Plan's funding
media (including any Trust Fund) and transferred to the
General Trust Fund that is part of the Crestar Financial
Corporation OMNI Trust Fund. Assets other than the
Suspense Accounts must be allocated according to
subsection (c) and subsection (d) of this Plan section.
(c) Application of ERISA section 4044. The Administrator
----------------------------------
must direct all Fiduciaries holding Plan Assets (including
any Trustees and co-Trustees) to allocate the Plan Assets,
including Plan Assets within any Trust Fund, among the
8-12
<PAGE>
Participants and Beneficiaries according to the order
specified in ERISA section 4044.
(d) Special benefits. Except as provided in this Plan section's
-----------------
subsection entitled "Distributions" (see section 8.05(h)),
any residual Plan Assets must be distributed to the
Participants to the extent that they are attributable to
Participant contributions under any Employer-maintained
Pension Plan (pro-rata according to their contributions),
--- ----
and otherwise, to the General Trust Fund that is part of the
Crestar Financial Corporation OMNI Trust Fund, if all
liabilities of this Plan to Participants and their Beneficiaries
have been satisfied and if the distribution does not
contravene any provisions of law. When this Plan
section's subsection entitled "Distributions" (see Plan
section 8.05(h)) precludes a transfer to the General Trust
Fund that is part of the Crestar Financial Corporation
OMNI Trust Fund, residual Plan Assets must be used to
provide additional benefits to participants under all
Associated Plans in proportion to their relative Earnings
(subject to this Plan's Exhibit 8.07), as determined by the
Standing Committee or, if there is no Standing Committee,
as determined by the Administrator.
8.08. Restrictions Applicable Under Certain Circumstances
---------------------------------------------------
During any period in which a Sponsor power is suspended or
terminated according to the Plan section entitled "Trigger Events,
Restoration Events, and Consequences" (see Plan section 8.10),
an individual who is vested according to the Plan section entitled
"Rules About Entities Exercising Powers" (see Plan section 8.09)
with that Sponsor power or who is part of an entity or body
vested with that Sponsor power must not act to cause any benefit
payment or Plan Asset allocation to himself. In the case of a
member of a body or entity, the individual's benefit or allocation
8-13
<PAGE>
must be determined by secret ballot of the remaining members of
that body or entity. If that ballot results in a tie vote or if the
individual in question is not a member of a body or entity, the
benefit or allocation is determined by the individual living
Fiduciary named in Exhibit 8.08. If there is no living person
named in Exhibit 8.08, the Administrator must petition a court
with proper jurisdiction to name an individual living Fiduciary for
Exhibit 8.08.
8.09. Rules About Entities Exercising Powers
--------------------------------------
(a) Exhibits. This Plan section allows identified exhibits to be
---------
appended to the Plan to facilitate the operation of the Plan
when the Sponsor's powers are suspended or terminated
according to the Plan section entitled "Trigger Events,
Restoration Events, and Consequences" (see Plan sec-
tion 8.10).
(b) Power to amend. The Sponsor's powers in this Plan to
---------------
amend the Plan are suspended or terminated according to
the Plan subsection entitled "Limitation on amendment and
termination rights" (see Plan section 8.10(b)). Whenever
the Sponsor may not amend this Plan, the Sponsor's power
to amend becomes the power to direct the Administrator to
cause an amendment, and that power is vested in the
person or persons identified in Exhibit 8.09(b). If there is
no validly completed Exhibit 8.09(b), the Sponsor's power
to amend becomes the power to direct the Administrator to
cause an amendment, and that power is vested in the
Standing Committee or, if there is no Standing Committee,
in the Administrator.
(c) Power to terminate. The Sponsor's powers in this Plan to
-------------------
terminate the Plan or any part of it are suspended or
terminated according to the Plan subsection entitled
8-14
<PAGE>
"Limitation on amendment and termination rights" (see
Plan section 8.10(b)). Whenever the Sponsor may not
terminate this Plan, the Sponsor's power to terminate
becomes the power to direct the Administrator to cause the
Plan's termination, and that power is vested in the person
or persons identified in Exhibit 8.09(c). If there is no
validly completed Exhibit 8.09(c), the Sponsor's power to
terminate becomes the power to direct the Administrator to
cause the Plan's termination, and that power is vested in
the Standing Committee, or if there is no Standing
Committee, in the Administrator.
(d) Power over mergers. The Sponsor's powers in this Plan to
-------------------
cause or allow a merger or consolidation of this Plan with
another plan are suspended or terminated according to the
Plan subsection entitled "Mergers and asset and liability
transfers" (see Plan section 8.10(c)). Whenever the
Sponsor may not cause or allow a merger or consolidation
of this Plan with another plan, the Sponsor's power to
cause or allow a merger or consolidation of this Plan with
another plan becomes the power to direct the Administrator
to cause or allow a merger or consolidation, and that power
is vested in the person or persons identified in Exhibit
8.09(d). If there is no validly completed Exhibit 8.09(d),
the Sponsor's power to cause or allow a merger or
consolidation of this Plan with another plan becomes the
power to direct the Administrator to cause or allow a
merger or consolidation, and that power is vested in the
Standing Committee or, if there is no Standing Committee,
in the Administrator.
(e) Power over asset or liability transfers. The Sponsor's
----------------------------------------
powers in this Plan to cause or allow a transfer of assets or
liabilities from or to this Plan are suspended or terminated
according to the Plan subsection entitled "Mergers and
8-15
<PAGE>
asset and liability transfers" (see Plan section 8.10(c)).
Whenever the Sponsor may not cause or allow a transfer
of assets or liabilities from or to this Plan, the Sponsor's
power to cause or allow a transfer of assets or liabilities
from or to this Plan becomes the power to direct the
Administrator to cause or allow a transfer of assets or
liabilities, and that power is vested in the person or persons
identified in Exhibit 8.09(e). If there is no validly
completed Exhibit 8.09(e), the Sponsor's power to cause or
allow a transfer of assets or liabilities from or to this Plan
becomes the power to direct the Administrator to cause or
allow a transfer of assets or liabilities, and that power is
vested in the Standing Committee or, if there is no
Standing Committee, in the Administrator.
(f) Power to delegate. The Sponsor's powers in this Plan to
------------------
delegate Fiduciary responsibilities not otherwise delegated
in this Plan and to appoint Investment Managers are
suspended according to the Plan subsection entitled "Other
powers suspended" (see Plan section 8.10(f)). Whenever
the Sponsor may not exercise those powers, the Sponsor's
powers are vested in the person or persons identified in
Exhibit 8.09(f), which may specify different persons for
different powers. If there is no validly completed
Exhibit 8.09(f) or if Exhibit 8.09(f) fails to identify a
person for a power named in the first sentence of this
subsection, then each power not otherwise vested is vested
in the Standing Committee or, if there is no Standing
Committee, in the Administrator.
(g) Other powers. The Sponsor's powers under this Plan not
-------------
previously described in this Plan section are suspended
according to the Plan subsection entitled "Other powers
suspended" (see Plan section 8.10(f)), including the power
to suspend benefit payments and the power to cause
8-16
<PAGE>
allocations of Plan Assets. If there is any such Sponsor
power that is suspended or terminated and that power is
not otherwise vested according to this Plan section or Plan
article 10, if the suspension or termination of that power
would cause this Plan to fail to operate because there is no
Fiduciary otherwise empowered to act alone, then that
power is vested in the Standing Committee (or, if there is
no Standing Committee, in the Administrator) except to the
extent that the power is identified and vested in another
person or persons according to any validly completed
Exhibit 8.09(g).
(h) Relationship to other Plan provisions. Whenever this
--------------------------------------
section results in the suspension or termination of the
Sponsor's powers, that suspension or termination is
effective without regard to other Plan provisions that
appear to allow those powers to continue to be exercised
by the Sponsor. This section's substitution of individuals
or entities to exercise the Sponsor's powers, however,
operate only to the extent that some other individual or
entity has not been identified elsewhere in this Plan (for
example, the Plan section entitled "Suspension Periods"
(see Plan section 2.07) or Plan article 10) or in a Trust
Agreement as the Sponsor's substitute or as the transferee
of that power.
(i) Exercise of power. To the extent that this Plan suspends
------------------
a power of the Sponsor and vests that power in another, if
a Trust Agreement or this Plan otherwise requires that
power to be exercised by the Administrator, then that
power becomes the power to direct the Administrator to
cause or take the action that is the subject of that power.
8.10. Trigger Events, Restoration Events, and Consequences
----------------------------------------------------
8-17
<PAGE>
(a) Application of section. This section's remaining
-----------------------
subsections apply only during a Suspension Period.
(b) Limitation on amendment and termination rights. This
-----------------------------------------------
subsection governs the right to amend or terminate this
Plan during a Suspension Period. After a First-tier Trigger
Event and for the duration of the Suspension Period, the
Sponsor may not amend this Plan if, in the Administrator's
opinion, that amendment would cause a reduction of any
Accrued Benefit or any other form of dilution of the
interests of the Participants in this Plan, measured on the
day before the First-tier Trigger Event. After a Second-tier
Trigger Event or a Financial Trigger Event and for the
duration of the Suspension Period, the Sponsor may not
amend or terminate the Plan.
(c) Mergers and asset and liability transfers. This subsection
------------------------------------------
governs the transfer of assets and liabilities to and from
this Plan during a Suspension Period. During a Suspension
Period, the Sponsor's power to cause or allow a merger or
consolidation of this Plan with another plan is suspended;
the Sponsor's power to cause or allow transfers of assets
or liabilities from or to this Plan is also suspended. After
any Second-tier Trigger Event or Financial Trigger Event,
except as provided in the Plan subsection entitled
"Specially directed transfers" (see Plan section 8.03(c)) or
upon termination of this Plan, no person may cause any
transfer of assets from this Plan's identifiable portion of
any funding medium for this Plan.
(d) Consent to actions of Administrator. During a Suspension
------------------------------------
Period, any Plan provision requiring the Administrator to
act only with the Sponsor's consent is not effective to
require the Sponsor's consent; except for Sponsor powers
vested in other persons according to the Plan section
8-18
<PAGE>
entitled "Rules About Entities Exercising Powers" (see
Plan section 8.09) or Plan article 10, and except when this
Plan requires the consent of the Standing Committee (and
there is one) or another Fiduciary, the Administrator is
authorized to act alone.
(e) Consent to actions of Committees. During a Suspension
---------------------------------
Period, any Plan provision requiring any Plan Committee
or any other committee to act only with the Sponsor's
consent is not effective to require the Sponsor's consent;
except for Sponsor powers vested in other persons accord-
ing to the Plan section entitled "Rules About Entities
Exercising Powers" (see Plan section 8.09) or Plan
article 10 and except when this Plan requires the consent
of Standing Committee (and there is one) or another
Fiduciary, any Plan Committee or any other committee is
authorized to act alone.
(f) Other powers suspended. During a Suspension Period, the
-----------------------
Sponsor's powers to delegate fiduciary responsibilities not
otherwise delegated in this Plan, to appoint one or more
Investment Managers, and to make any determination
within the jurisdiction of any Administrator or any
committee are suspended. During a Suspension Period, the
Sponsor's powers not otherwise suspended according to
this Plan section are suspended.
(g) Restoration Events. According to this subsection, if any
-------------------
other provisions of this Plan section have been effected,
causing a suspension of the Sponsor's powers, that other
subsection no longer applies on the earliest of the dates
described in this subsection's paragraphs.
(1) One date is three calendar years after the most
recent Trigger Event that provoked the suspension
8-19
<PAGE>
of powers, subject to an infinite number of one-year
extensions if the Standing Committee--whenever
there is one--the Primary Trustee under the Crestar
Financial Corporation OMNI Trust Agreement, and
the Administrator unanimously so determine, in a
meeting held in the December before the expiration
of this paragraph's effective time.
(2) Another date is the day on which the Standing
Committee (whenever there is one) and the
Administrator both agree that all transactions
provoking Trigger Events have been unwound or
reversed, whether by mutual agreement of the
parties, operation of law, or a court of competent
jurisdiction.
(3) Another date is the day on which the Primary
Trustee under the Crestar Financial Corporation
OMNI Trust Agreement, the Administrator, and the
Standing Committee--whenever there is
one--unanimously determine that the Sponsor's
powers are restored, but the Standing Committee,
the Primary Trustee, and the Administrator may not
act under this subsection for one calendar year
following the most recent Trigger Event that
provoked the suspension of the Sponsor's powers
and until counsel selected by the Administrator
determines that such action or the ability to act
would not enhance the possibility that assets of the
Crestar Financial Corporation OMNI Trust could be
reached by or on behalf of the Sponsor's or any
Employer's, Affiliate's, or Related Entity's creditors
other than Participants and Beneficiaries as defined
in that trust's governing trust agreement.
8-20
<PAGE>
Despite this section, as long as the Plan is identified as a
"Participating Plan" in the Crestar Financial Corporation
OMNI Trust Agreement, a Restoration Event cannot
operate to end a Suspension Period under this Plan during
any period in which a Suspension Period (as defined in the
Crestar Financial Corporation OMNI Trust Agreement) is
in effect under that trust agreement.
8-21
<PAGE>
Exhibit 8.07
This exhibit, as allowed by Plan section 8.07, specifies how
certain Plan Assets must be used to provide additional benefits to
Participants.
_________________________________________________________
_________________________________________________________
_________________________________________________________
_________________________________________________________
_________________________________________________________
_________________________________________________________
_________________________________________________________
_________________________________________________________
_________________________________________________________
_________________________________________________________
Date:___________________
8-22
<PAGE>
Exhibit 8.08
This exhibit, according to Plan section 8.08, names an individual
living Fiduciary to determine certain benefits or allocations. That
person is
__________________________________________________________
__________________________________________________________.
Date:___________________
8-23
<PAGE>
Exhibit 8.09(b)
This exhibit, according to Plan section 8.09(b), names a person or
persons to have the power to amend the Plan. The person is or
the persons are
_________________________________________________________
_________________________________________________________
_________________________________________________________
________________________________________________________.
Date:___________________
8-24
<PAGE>
Exhibit 8.09(c)
This exhibit, according to Plan section 8.09(c), names a person or
persons to have the power to terminate the Plan. The person is
or the persons are
_________________________________________________________
_________________________________________________________
_________________________________________________________
________________________________________________________.
Date:___________________
8-25
<PAGE>
Exhibit 8.09(d)
This exhibit, according to Plan section 8.09(d), names a person or
persons to have the power to cause or allow a merger or a
consolidation of the Plan with another plan. The person is or the
persons are
_________________________________________________________
_________________________________________________________
_________________________________________________________
________________________________________________________.
Date:___________________
8-26
<PAGE>
Exhibit 8.09(e)
This exhibit, according to Plan section 8.09(e), names a person or
persons to have the power to cause or allow a transfer of assets
or liabilities from this Plan to another plan or from another plan
to this Plan. The person is or the persons are
_________________________________________________________
_________________________________________________________
_________________________________________________________
________________________________________________________.
Date:___________________
8-27
<PAGE>
Exhibit 8.09(f)
This exhibit, according to Plan section 8.09(f), names a person or
persons to have the power to delegate Fiduciary responsibilities
not otherwise delegated in the Plan and to appoint Investment
Managers. The person is or the persons are determined according
to this table.
Specified Power
(Delegate responsibilities,
Person(s) appoint Investment Managers)
--------- ----------------------------
__________________________________________________
__________________________________________________
__________________________________________________
__________________________________________________
__________________________________________________.
Date:___________________
8-28
<PAGE>
Exhibit 8.09(g)
This exhibit, according to Plan section 8.09(g), names a person or
persons to have the Sponsor's powers not described in
subsections (b) through (f) of Plan section 8.09, including the
power to suspend benefit payments and the power to cause
allocations of Plan Assets. The person is or the persons are
determined according to this table.
Specified Power
(Suspend benefit payments, cause
Person(s) allocations of Plan Assets, etc.)
--------- ---------------------------------
__________________________________________________
__________________________________________________
__________________________________________________
__________________________________________________
_________________________________________________.
Date:___________________
8-29
<PAGE>
CRESTAR FINANCIAL CORPORATION
Temporary Executive Benefit Plan
As Amended And Restated
Effective December 26, 1990
ARTICLE 9
TRUST FUND AND RELATED RULES
----------------------------
9.01. Suspension Periods
------------------
This Plan article 9 reserves to the Sponsor certain discretionary
authority and powers; all Sponsor powers, however, are exercised
by other Fiduciaries according to this Plan during a Suspension
Period. A reference to the Sponsor or a reference to acts of the
Sponsor's Designee in this Plan article 9 in the context of a
power is, during any Suspension Period, a reference to the
Fiduciary authorized to exercise that power.
9.02. Trust Agreements
----------------
At the Sponsor's Designee's direction, this Plan's benefits may be
funded through a Trust Fund governed by one or more Trust
Agreements between the Sponsor and the Trustees and co-
Trustees. Any Trust Fund must be managed by the Trustees and
co-Trustees according to the Trust Agreements, which are
interpreted to be consistent with this Plan. All rights that accrue
to any Participant, Beneficiary, or other person are subject to all
the terms of any Trust Agreements.
9.03. Trust Fund; General Amounts; Segregated Amounts
-----------------------------------------------
(a) General. The Trust Fund includes one or more trusts, as
-------
determined by the terms of the Trust Agreements and the
Trustees and co-Trustees. The Trust Fund is the entire
undistributed amount of all Plan contributions placed in the
custody of the Trustees and co-Trustees, adjusted for
expenses, gains, and losses. For some purposes, reference
is made to General Amounts and Segregated Amounts,
9-1
<PAGE>
which are two parts of any total Trust Fund. Some assets
are treated unlike other amounts in any Trust Fund because
their gains and losses are allocated to Accounts that hold
those assets (this is not a reference to a pooled investment
fund, which necessarily must allocate gains and losses only
to Accounts invested in that fund), and those segregated
assets are referred to as Segregated Amounts. The
---------- -------
Employer Stock Fund, for example, is not a Segregated
Amount, but a Participant's Account's shares in a closely
held corporation owned only by that Account is a
Segregated Amount. The term General Amounts means
------- -------
the entire Trust Fund reduced by the Segregated Amounts.
For purposes other than mere investment tracking, this Plan
authorizes the segregation of assets that are either part of
the General Amounts or the Segregated Amounts. All
segregated assets may be held in one or more trusts
established only for segregated assets, all of which are part
of the Trust Fund, whether they are General Amounts or
Segregated Amounts.
(b) Trusts and accounts. At any time, the Sponsor's Designee
--------------------
may indicate that it intends that most, if not all, of the
contributions for any identifiable portion of this Plan will
be in the form of Employer Securities. Under those
circumstances, any Trustee or any co-Trustee or group of
co-Trustees who is exclusively responsible for the assets in
question must hold such contributions and allocate them to
the appropriate trusts and accounts maintained as General
Amounts or Segregated Amounts within the Trust Fund for
that portion of this Plan. Otherwise, a Trustee or any co-
Trustee or group of co-Trustees who is exclusively
responsible for the assets in question must hold all Plan
Assets that it receives and allocate them to the appropriate
trusts and accounts maintained within the General Amounts
or Segregated Amounts. As directed by the Administrator
9-2
<PAGE>
according to this Plan's terms, any Trustee or any co-
Trustee must reflect allocations of Trust Fund assets to the
Benefit Reserve or Suspense Accounts and must reflect
allocations of Plan Assets (the assets themselves or the
value of the assets, as may be required by the Plan's terms)
to individual Participants' Accounts. Income from each
trust within the Trust Fund may be accumulated during
each Fiscal Year until it is administratively efficient for
reinvestment. The determination is made by any Trustee,
co-Trustee, or group of co-Trustees who is exclusively
responsible for the assets in question. Income from each
trust may be reinvested in that trust or invested in other
appropriate investments as determined by any Trustee, co-
Trustee, or group of co-Trustees who is exclusively
responsible for the assets in question pursuant to a Trust
Agreement.
9.04. Directing the Trustee
---------------------
(a) When section applies. The remaining provisions of this
---------------------
section are effective only to the extent that the matters
covered by those provisions are not otherwise governed in
an applicable Trust Agreement.
(b) Persons who deal with a Trustee or co-Trustee. Any
----------------------------------------------
person dealing with any Trustee or co-Trustee is not
required to determine whether any sale or purchase by that
Trustee or co-Trustee has been authorized or directed by an
Employer or the Administrator; and each person is fully
protected in dealing with any Trustee or co-Trustee in the
same manner as if the provisions of this section were not
a part of this Plan.
(c) Appraisals. Whenever a Trustee or co-Trustee is directed
-----------
to purchase or sell assets in the Trust Fund according to
9-3
<PAGE>
the provisions of the Plan and Trust Agreement, that
Trustee or co-Trustee in its sole discretion is permitted at
the expense of the Sponsor to obtain an appraisal of the
value of the assets to be purchased or sold; each Trustee or
co-Trustee is fully protected and indemnified by the
director whenever purchasing or selling at the appraised
value or in refusing to purchase or sell at other than the
appraised value.
(d) Instructions regarding Employer ERISA Securities. To the
-------------------------------------------------
extent required by other provisions of this Plan and each
applicable Trust Agreement, each Trustee and co-Trustee
must execute each Participant's, each Special Trustee's,
and the Administrator's instructions on all matters
involving the purchase, sale, or voting of Employer ERISA
Securities and involving the exercise of rights and options
pertaining to Employer ERISA Securities.
(e) Compliance with Administrator's directions. Any Trustee,
-------------------------------------------
any co-Trustee, or any other person is not under a duty to
question the directions of the Administrator or to question
the directions of any other Fiduciary who is authorized in
this Plan or in the applicable Trust Agreement to direct
that Trustee, co-Trustee, or other person, and each Trustee
and co-Trustee must comply as promptly as possible with
the Administrator's or such other Fiduciary's directions if
those directions are not inconsistent with the terms of the
applicable Trust Agreement.
(f) Trustee's inability or unwillingness to comply with
---------------------------------------------------
directions. If a Trustee or co-Trustee receives instructions
-----------
or directions from the Sponsor or the Administrator or
receives directions from another Fiduciary who is
authorized in the applicable Trust Agreement to direct that
Trustee or co-Trustee, and if that Trustee or co-Trustee is
9-4
<PAGE>
unable or unwilling to comply with those directions, that
Trustee or co-Trustee may resign by giving written notice
to the Sponsor within a reasonable time after the receipt of
such instructions or directions; and, despite any other
provisions in the Trust Agreements, in that event, that
Trustee or co-Trustee has no liability to any person for
failing to comply with those instructions or directions.
9.05. Voting of Shares
----------------
(a) When section applies. The remaining provisions of this
---------------------
section are effective only to the extent that the matters
covered by those provisions are not otherwise governed in
an applicable Trust Agreement.
(b) Trustee's exercise of rights regarding Employer Securities.
-----------------------------------------------------------
The provisions of this subsection are subject to the
provisions in the remaining subsections of this Plan
section. The provisions of this subsection apply to all of
the Trust Fund's Employer Securities. Employer Securities
held in the Trust Fund may be voted by any Trustee or co-
Trustee only according to the written instructions of the
Participant for whose Account those assets are held.
Shares unallocated as of any voting record date or shares
as to which the Trustee receives no written instructions
must be voted in accordance with the written instructions
of the Investment Committee acting as co-Trustee.
Options and other rights (for example, tender rights)
inuring to the benefit of Employer Securities allocated to
a Participant's Account may be exercised by any Trustee
or co-Trustee only according to the written instruction of
the Participant for whose Account those assets are held.
Options and similar rights (for example, tender rights)
inuring to the benefit of unallocated shares or assets must
be exercised by a Trustee or a co-Trustee according to the
9-5
<PAGE>
written instructions of the Investment Committee acting as
co-Trustee. Participant directions under this section may
be itemized or a general (blanket) direction or auth-
orization.
(c) Taxation. If the exercise of an option or other right not
---------
involving an investment decision would result in current
income taxation to the Participant, that option or right may
be exercised by each affected Trustee or co-Trustee only
upon the written instruction of the Investment Committee
acting as a co-Trustee and, despite this Plan section's other
provisions--unless those provisions must be honored to
allow this Plan to continue as intended according to the
Plan section entitled "Qualification intended" (see Plan sec-
tion 3.02(b))--not upon the Participant's instruction. The
Investment Committee's directions under this subsection
may be itemized or a general (blanket) authorization.
(d) Information to Participants. Whenever a Participant's right
----------------------------
to direct voting or a similar right (such as a tender right)
is at hand, the Investment Committee must see that the
Participants receive all notices, prospectuses, financial
statements, proxies, and proxy solicitation materials
relating to Employer Securities held for their Accounts.
9-6
<PAGE>
ARTICLE 10
ADMINISTRATION
--------------
10.01. Fiduciaries, Allocation of Responsibility
-----------------------------------------
(a) Suspension Periods. This Plan article 10 reserves to the
-------------------
Sponsor certain discretionary authority and powers; all
Sponsor powers, however, are exercised by other
Fiduciaries according to this Plan during a Suspension
Period. A reference to the Sponsor or a reference to acts
of the Sponsor's Designee in this Plan article 10 in the
context of a power is, during any Suspension Period, a
reference to the Fiduciary authorized to exercise that
power.
(b) Named Fiduciaries. This Plan's Named Fiduciaries are the
------------------
Sponsor, the Administrator, any Alternate Administrators,
the Investment Committee, the Standing Committee
(whenever there is one), and each Trustee or co-Trustee.
This Plan's Named Fiduciaries include the Primary
Administrator and the Primary Trustee under the Crestar
Financial Corporation OMNI Trust Agreement. Each
Named Fiduciary is severally liable for its responsibilities
according to the terms of this Plan.
(c) Multiple-person Fiduciaries. A Fiduciary may be made up
----------------------------
of more than one person (as defined in ERISA section 3(9)
and for this Plan, a person includes an individual, a
partnership, a joint venture, a corporation, a mutual com-
pany, a joint-stock company, an unincorporated
organization, an association, or an employee organization).
A multiple-person Trustee is made up of co-Trustees. A
multiple-person Administrator is made up of Administrator-
10-1
<PAGE>
members. The Standing Committee (whenever there is
one) is made up of Standing Committee-members. A
multiple-person Fiduciary is made up of Fiduciary-
members (general references to multiple-person Fiduciaries
include a multiple-person Administrator and any Standing
Committee). In describing notices, responsibilities, liability
limitations, and the like, this Plan's references to a Trustee
extend to each co-Trustee, its references to an Administra-
tor extend to the constituent Administrator-members, its
references to an Alternate Administrator extend to the
constituent Alternate Administrator-members, its references
to the Standing Committee extend to each Standing
Committee-member, and its references to any Fiduciary
extend to the constituent Fiduciary-members. Any
Fiduciary may require the Sponsor to certify in writing to
it the names of those persons who constitute a multiple-
person Fiduciary. A Fiduciary may rely on such a certifi-
cation it receives and may assume that those persons con-
tinue to constitute that Fiduciary until a new certificate is
received.
(d) Sponsor. Except as provided in this article, only the
--------
Sponsor's Designee may name the Investment Committee,
the Administrator, the Alternate Administrators, and
additional or successor Trustees or co-Trustees. Except as
provided in this article, only the Sponsor's Designee may
designate other Named Fiduciaries.
(e) Trustee. Except as provided in any Trust Agreements,
--------
each Trustee or co-Trustee has exclusive responsibility for
the control and management of the portion of the Trust
Fund placed in that Trustee's or co-Trustee's custody. If
an Investment Manager is appointed according to a Trust
Agreement, the Trustee or each co-Trustee under that Trust
Agreement is released from any obligation or liability for
10-2
<PAGE>
the management, investment, or control of the assets for
which the appointment is made.
(f) Administrator. The Administrator has only the responsi-
--------------
bilities described in this Plan, the responsibilities described
in the Crestar Financial Corporation OMNI Trust
Agreement and the responsibilities delegated by the
Sponsor's Designee and accepted by the Administrator.
Except to the extent provided in this Plan and in the
Crestar Financial Corporation OMNI Trust Agreement, the
Administrator has no responsibility for the control or
management of any Trust Fund assets, Plan Assets, or
assets of Associated Plans.
(g) Alternate Administrator. An Alternate Administrator or, if
------------------------
there are no Alternate Administrators, the administrator of
the Crestar Financial Corporation Permanent Executive
Benefit Plan, becomes the Administrator under certain
circumstances described in this Plan article.
(h) Standing Committee. The Standing Committee (whenever
-------------------
there is one) is a Fiduciary for this Plan and a fiduciary for
all plans denominated as "Participating Plans" according to
the Crestar Financial Corporation OMNI Trust Agreement,
but only to the extent that the Standing Committee must
participate in the selection or removal of this Plan's
Fiduciaries, the selection or removal of fiduciaries for the
Crestar Financial Corporation OMNI Trust, and in the
suspension and restoration of powers as described in this
Plan article and in Plan article 8.
(i) Lack of designation. Except as provided in this article and
--------------------
in Plan article 8, all responsibilities not specifically
delegated to another Named Fiduciary remain with the
Sponsor, including designating all additional Fiduciaries
10-3
<PAGE>
not named in this Plan or a Trust Agreement. Responsibi-
lity for funding is determined according to Plan article 3.
Except as provided in this Plan article and in Plan article
8, the Sponsor's Designee has the power to delegate
Fiduciary responsibilities not specifically delegated by the
terms of this Plan or a Trust Agreement. A delegation
may be made to any individual or entity. Except as
provided in this Plan article and in Plan article 8, each
person to whom Fiduciary responsibility is delegated serves
at the Sponsor's pleasure and for the compensation
determined in advance by the Sponsor and that person,
except as prohibited by law. A person to whom Fiduciary
responsibility is delegated may resign after thirty days'
notice in writing delivered to the Sponsor. Except as
provided in this Plan article and in Plan article 8, the
Sponsor's Designee may make additional delegations,
including delegations occasioned by resignation, death, or
other cause, and including delegations to successor
Administrators or members of the Administrator, successor
Alternate Administrators or members of Alternate
Administrators, successor Investment Committees or
members of the Investment Committee, and additional or
successor Trustees or co-Trustees.
(j) Allocation of responsibility. This Plan and each Trust
-----------------------------
Agreement allocate to each Named Fiduciary the individual
responsibilities assigned. Responsibilities are not shared
by Named Fiduciaries unless the sharing is provided
specifically in this Plan or a Trust Agreement.
(k) Separate liability. Whenever one Named Fiduciary is
-------------------
required by the Plan or a Trust Agreement to follow the
directions of another Named Fiduciary, the two have not
been assigned to share the responsibility. The Named
Fiduciary giving directions bears the sole responsibility for
10-4
<PAGE>
those directions, and the responsibility of the Named
Fiduciary receiving those directions is to follow those
directions as long as on their face the directions are not
improper under applicable law.
10.02. Administrator Appointment, Removal, Successors, Except During
-------------------------------------------------------------
a Suspension Period
-------------------
(a) Application of section. The remaining provisions of this
-----------------------
Plan section 10.02 are effective during any period that is
not a Suspension Period.
(b) Administrator appointment. The Sponsor's Designee may
--------------------------
name the Administrator to administer the Plan. There may
be one or more individuals or entities acting as the
Administrator under this Plan, as the Sponsor's Designee
determines. If there is no Administrator, the Sponsor is the
Administrator until a different Administrator is named and
accepts its responsibilities under this Plan and under the
Crestar Financial Corporation OMNI Trust Agreement.
According to the same procedures that apply to the
appointment of a successor member, additional individuals
and entities may be appointed to become members of the
Administrator.
(c) Administrator resignation, removal. If the Administrator
-----------------------------------
is not made up of more than one person, that Administrator
may resign on thirty days' notice in writing to the Sponsor.
If the Administrator is made up of more than one person,
any of those persons may resign on thirty days' notice in
writing to the Sponsor. The Sponsor may remove the
Administrator or any Administrator-member by thirty days'
written notice to the Administrator or to the Administrator-
member in question. The Sponsor and the Administrator
10-5
<PAGE>
or a Administrator-member may agree to a shorter notice
period for resignation or removal.
(d) Successor Administrator appointment. If the Administrator
------------------------------------
resigns or is removed or otherwise ceases to serve, or if all
of the persons who make up the Administrator resign or
are removed or otherwise cease to serve, the Sponsor's
Designee may appoint a successor Administrator. A
successor Administrator appointed according to this
subsection has the same qualifications as the original
Administrator.
(e) Successor Administrator-member appointment. If an
-------------------------------------------
Administrator-member resigns or is removed or otherwise
ceases to serve, the Sponsor's Designee may appoint a suc-
cessor member. An additional Administrator-member or
successor Administrator-member has the same
qualifications as the original Administrator-members.
(f) Qualification. Each successor Administrator, each person
--------------
who is a successor to an Administrator-member, and each
additional Administrator-member may qualify after his
appointment by executing, acknowledging, and delivering
acceptance to the Sponsor in a form satisfactory to the
Sponsor's Designee; each successor without further act,
deed, or conveyance is vested with all the estate, rights,
powers, discretion, duties, and obligations of his prede-
cessor, and each additional person is similarly vested, just
as if originally named as the Administrator or as an
Administrator-member in this Plan.
10.03. Administrator Appointment, Removal, Successors During a
-------------------------------------------------------
Suspension Period
-----------------
10-6
<PAGE>
(a) Application of section. Except as described in this subsec-
-----------------------
tion, the remaining subsections of this Plan section 10.03
are effective only during a Suspension Period. The first
sentence of the subsection (e) is effective at all times,
subject to Plan article 8.
(b) General. There may be one or more individuals or entities
--------
acting as the Administrator under this Plan.
(c) Suspension of Sponsor's powers. The Sponsor may not
-------------------------------
appoint or remove the Administrator, any successor
Administrator, any Administrator-member, or any successor
or additional Administrator-member.
(d) Removal. When a Trigger Event occurs, if the
--------
Administrator or an Administrator-member is the Sponsor,
an Employer, an ERISA Affiliate, or a Related Entity, that
Administrator or Administrator-member is removed and the
Alternate Administrator that is next in line (according to
the exhibit referred to in Plan section 10.05(b)) to become
the successor Administrator succeeds the departing
Administrator. If the Administrator or an Administrator-
member later determines that it is the Sponsor, an
Employer, an ERISA Affiliate, or a Related Entity, that
Administrator or Administrator-member must immediately
provide all other Administrator-members and the Alternate
Administrator that is next in line (according to the exhibit
referred to in Plan section 10.05(b)) to become the
successor Administrator with written notice of that
relationship; that Administrator or Administrator-member
is removed and that Alternate Administrator that is next in
line to become the successor Administrator succeeds the
departing Administrator. If there are no Alternate
Administrators to succeed an Administrator according to
this subsection, the administrator of the Crestar Financial
10-7
<PAGE>
Corporation Permanent Executive Benefit Plan is the
Alternate Administrator unless that entity is the Sponsor
itself, another Employer, an ERISA Affiliate, or a Related
Entity. Removal of an Administrator under this subsection
is effective immediately if there is a successor
Administrator under this subsection. If there is no
successor Administrator under this subsection (because
there are no Alternate Administrators), the departing
Administrator (even if that entity is the Sponsor itself,
another Employer, an ERISA Affiliate, or a Related Entity)
must immediately apply to a court of competent
jurisdiction to have a successor appointed; removal of the
Administrator (even if that entity is the Sponsor itself,
another Employer, an ERISA Affiliate, or a Related Entity)
is not effective until a successor is so appointed and begins
his service as Administrator.
(e) Removal for interest. The remaining provisions of this
---------------------
subsection are not effective until the Sponsor's Designee
announces that they are effective, but only to the extent
that those provisions allow a Fiduciary other than the
Standing Committee to remove an Administrator or
Administrator-member. Even if an Administrator or
Administrator-member is not the Sponsor, an Employer, an
ERISA Affiliate, or a Related Entity, the Standing
Committee (whenever there is one) or any other Fiduciary
may suggest the removal of the Administrator or an
Administrator-member by providing written notice as
described in the next two sentences. In the case of the
Administrator, the notice must be provided to the
Administrator and the Sponsor; in the case of an
Administrator-member, the notice must be provided to the
Sponsor, the affected member, and to all other
Administrator-members. The written notice must state that,
in the opinion of the Standing Committee or that other
10-8
<PAGE>
Fiduciary, that Administrator or Administrator-member
should not continue to serve because of the existence of or
the appearance of control or an interest that is inconsistent
with that Administrator's or Administrator-member's
ability to act for the benefit of the Participants under the
Plan. In the case of action by the Standing Committee, the
removal is effective (and the Administrator's successor is
determined) as if it had occurred under the preceding
subsection. In the case of action by another Fiduciary, if
the Administrator or Administrator-member does not
consent to the proposed removal, then to pursue the
removal, the proposing Fiduciary must provide to one or
more other Fiduciaries the written notice described in the
prior sentence. If one other Fiduciary consents to the
proposed removal, the removal is effective (and the
Administrator's successor is determined) as if it had
occurred under the preceding subsection. If at least one
other Fiduciary does not consent to the proposed removal
(or if there are no other Fiduciaries and the Administrator
or Administrator-member that is targeted for removal does
not consent to the removal), then the matter must be
resolved by arbitration, to be held in Richmond, Virginia
in accordance with the rules and procedures of the
American Arbitration Association. All costs, fees, and
expenses of any arbitration in accordance with this
subsection that results in removal shall be borne by and be
obligation of the removed Administrator or Administrator-
member. All costs, fees, and expenses of any such
arbitration that does not result in removal shall be borne by
and be the obligation of the Sponsor. Removal of an
Administrator under this subsection is effective (and the
Administrator's successor is determined) as if it had
occurred under the preceding subsection.
10-9
<PAGE>
(f) Resignation. The Administrator may resign on thirty days'
------------
notice in writing to the Alternate Administrator that is next
in line (according to the exhibit referred to in Plan section
10.05(b)) to become the successor Administrator. The
Administrator and that Alternate Administrator may agree
to a shorter notice period. If there is no Alternate
Administrator to become the successor Administrator, then
the Administrator's resignation cannot be effective until he
appoints a successor Administrator and until that successor
begins his service as Administrator. Alternatively, the
resigning Administrator may apply to a court of competent
jurisdiction to have a successor appointed; and the
Administrator's resignation is not effective until a
successor is so appointed and begins his service as
Administrator. Any Administrator-member (but not the
sole remaining member of an Administrator) may resign on
thirty days' notice in writing to the remaining members of
that Administrator. The Administrator-members may agree
to a shorter notice period. A sole remaining member's
resignation must comply with subsection (f) of this section.
(g) Successor appointment. A successor Administrator may
----------------------
not be the Sponsor, an Employer, an ERISA Affiliate, or
a Related Entity, and each successor Administrator is
subject to all of this section's provisions.
(h) Additional and successor Administrator-members;
-----------------------------------------------
continuing service. The Administrator may appoint
-------------------
additional and successor Administrator-members. An
additional or successor Administrator-member may not be
the Sponsor, an Employer, an ERISA Affiliate, or a
Related Entity, and each additional and successor
Administrator-member is subject to all of this section's
provisions. Subject to this section's provisions on removal
10-10
<PAGE>
and resignation, the Administrator and each Administrator-
member continue to serve.
(i) Qualification. Each person who is a successor to an
--------------
Administrator-member and each additional Administrator-
member may qualify after his appointment by executing,
acknowledging, and delivering acceptance to the
Administrator in a form satisfactory to the Administrator;
each successor Administrator may qualify after
appointment by executing, acknowledging, and delivering
acceptance to the predecessor Administrator in a form
satisfactory to that predecessor; each successor without
further act, deed, or conveyance is vested with all the
estate, rights, powers, discretion, duties, and obligations of
his predecessor, and each additional person is similarly
vested, just as if originally named as the Administrator or
as an Administrator-member in this Plan.
10.04. Alternate Administrator Appointment, Removal, Successors,
---------------------------------------------------------
Except During a Suspension Period
---------------------------------
(a) Application of section. The remaining provisions of this
-----------------------
Plan section 10.04 are effective during any period that is
not a Suspension Period.
(b) Alternate Administrator appointment. The Sponsor's
------------------------------------
Designee may name one or more Alternate Administrators.
At any time, the identities of any Alternate Administrators
must be reflected in an exhibit to this Plan. If there is
more than one Alternate Administrator, the exhibit must
list those Alternate Administrators in order of appointment
(the earliest appointed Alternate Administrator must be
listed first, etc.). The exhibit must be revised each time an
Alternate Administrator is appointed or removed or resigns.
There may be one or more individuals or entities acting as
10-11
<PAGE>
a single Alternate Administrator under this Plan, as the
Sponsor determines. According to the same procedures
that apply to the appointment of a successor member, addi-
tional individuals and entities may be appointed to become
members of an Alternate Administrator.
(c) Alternate Administrator resignation, removal. If an
---------------------------------------------
Alternate Administrator is not made up of more than one
person, that Administrator may resign on sixty days' notice
in writing to the Sponsor. If an Alternate Administrator is
made up of more than one person, any of those persons
may resign on thirty days' notice in writing to the Sponsor.
The Sponsor may remove an Alternate Administrator or
any Alternate Administrator-member by sixty days' written
notice to the Alternate Administrator or to the Alternate
Administrator-member in question. The Sponsor and an
Alternate Administrator or an Alternate Administrator-
member may agree to a shorter notice period for
resignation or removal.
(d) Successor Alternate Administrator-member appointment.
-----------------------------------------------------
The Sponsor's Designee may appoint additional or succes-
sor Alternate Administrator-members. An additional or
successor Alternate Administrator-member has the same
qualifications as original Alternate Administrator-members
and is appointed in the same way.
(e) Qualification. Each Alternate Administrator, each person
--------------
who is a successor to an Alternate Administrator-member,
and each additional Alternate Administrator-member may
qualify after his appointment by executing, acknowledging,
and delivering acceptance to the Sponsor in a form
satisfactory to the Sponsor; each successor member without
further act, deed, or conveyance is vested with all the
estate, rights, powers, discretion, duties, and obligations of
10-12
<PAGE>
his predecessor, and each additional person is similarly
vested, just as if originally named as an Alternate
Administrator-member in this Plan.
10.05. Alternate Administrator Appointment, Removal, Successors
--------------------------------------------------------
During a Suspension Period
--------------------------
(a) Application of section. The remaining provisions of this
-----------------------
Plan section 10.05 are effective only during a Suspension
Period.
(b) Alternate Administrator appointment. There may be one
------------------------------------
or more individuals or entities acting as Alternate
Administrators under this Plan. The Administrator may
appoint one or more Alternate Administrators. At any
time, the identities of the Alternate Administrators must be
reflected in an exhibit to this Plan. If there is more than
one Alternate Administrator, the exhibit must list those
Alternate Administrators in order of appointment (the
earliest appointed Alternate Administrator must be listed
first, etc.). When the Plan section entitled "Administrator
Appointment, Removal, Successors During a Suspension
Period" (see Plan section 10.03) refers to the Alternate
Administrator that is next in line to become the successor
Administrator, that section refers to the Alternate
Administrator that is listed first on the exhibit. The
Administrator must revise the exhibit each time an
Alternate Administrator is appointed or resigns. An
Alternate Administrator may not be the Sponsor, an
Employer, an ERISA Affiliate, or a Related Entity, and
each Alternate Administrator is subject to all of this
section's provisions.
(c) Suspension of Sponsor's powers. The Sponsor may not
-------------------------------
appoint or remove any Alternate Administrator, any
10-13
<PAGE>
Alternate Administrator-member, or any successor or
additional Alternate Administrator-member.
(d) Removal; resignation. An Alternate Administrator or an
---------------------
Alternate Administrator-member cannot be removed,
although an Alternate Administrator that becomes a
successor Administrator is subject to removal under the
Plan sections entitled "Administrator Appointment,
Removal, Successors, Except During a Suspension Period"
and "Administrator Appointment, Removal, Successors
During a Suspension Period" (see Plan section 10.02 and
Plan section 10.03). An Alternate Administrator or any
Alternate Administrator-member may resign on thirty days'
notice in writing to the Administrator. The Alternate
Administrator or an Alternate Administrator-member and
the Administrator may agree to a shorter notice period.
(e) Additional and successor Alternate Administrator-members;
---------------------------------------------------------
continuing service. An Alternate Administrator may
-------------------
appoint additional and successor Alternate Administrator-
members. An additional or successor Alternate
Administrator-member may not be the Sponsor, an
Employer, an ERISA Affiliate, or a Related Entity, and
each additional and successor Alternate Administrator-
member is subject to all of this section's provisions.
Subject to this section's provisions on removal and
resignation, each Alternate Administrator and each
Alternate Administrator-member continue to serve.
(f) Qualification. Each Alternate Administrator, each person
--------------
who is a successor to an Alternate Administrator-member,
and each additional Alternate Administrator-member may
qualify after his appointment by executing, acknowledging,
and delivering acceptance to the Administrator in a form
satisfactory to the Administrator; each successor member
10-14
<PAGE>
without further act, deed, or conveyance is vested with all
the estate, rights, powers, discretion, duties, and obligations
of his predecessor, and each additional person is similarly
vested, just as if originally named as an Alternate
Administrator-member in this Plan.
10.06. Operation of Administrator
--------------------------
(a) Records. The Administrator must keep a record of all of
--------
its proceedings and acts and all other data related to its
responsibilities under this Plan and under the Crestar
Financial Corporation OMNI Trust Agreement. The
Administrator must keep a record of all of its proceedings
and acts and all other data necessary for the proper
administration of the Trust Fund and the assets of the
Crestar Financial Corporation OMNI Trust. The Adminis-
trator must notify each relevant Trustee or co-Trustee of
any Administrator action other than routine administrative
actions and must notify any other person when notice to
that other person is required by law.
(b) Multiple-person Administrator's acts and decisions. A
---------------------------------------------------
multiple-person Administrator's acts and decisions must be
made by a majority vote if the number of persons who
constitute the Administrator is three or more; otherwise,
such acts and decisions must be by unanimous vote. A
meeting of all members of a multiple-person Administrator
need not be called or held to make decisions or take any
action. Decisions may be made or action taken by written
documents signed by the required number of members. If
the Administrator-members are deadlocked, subject to the
provisions of this article and Plan article 8, the Sponsor or,
during a Suspension Period, the Standing Committee
(whenever there is one) must make the determination, and
that determination is binding on all persons. An
10-15
<PAGE>
Administrator-member is not disqualified from exercising
the powers conferred in this Plan or in the Crestar
Financial Corporation OMNI Trust Agreement merely
because he is a Participant or a Participant's Beneficiary.
(c) Delegations by a multiple-person Administrator. The
-----------------------------------------------
Administrator-members may delegate to one or more of
their number authority to sign documents on behalf of the
Administrator or to perform ministerial acts, but no
member to whom that authority is delegated may perform
an act involving the exercise of discretion without first
obtaining the concurrence of the required number of other
members, even though the one alone may sign a document
required by third parties. Without any designation from
the other members, one Administrator-member may
execute instruments or documents on behalf of the Admin-
istrator until the other members object in writing and file
that objection with the Sponsor.
10.07. Other Fiduciary Appointment, Removal, Successors, Except
--------------------------------------------------------
During a Suspension Period
--------------------------
(a) Application of section. The subsections of this Plan
-----------------------
section 10.07 are effective during any period that is not a
Suspension Period. For purposes of this section, the
Investment Committee is a Fiduciary, but the Standing
Committee is not a Fiduciary.
(b) Other Fiduciaries generally. This Plan section's references
----------------------------
to a Fiduciary are superseded by other Plan provisions and
Crestar Financial Corporation OMNI Trust Agreement
provisions referring to a specific Fiduciary such as the
Administrator, the Alternate Administrators, and Standing
Committee. Each provision in this Plan section is effective
as to the appointment, removal, or resignation of a
10-16
<PAGE>
Fiduciary only to the extent that the appointment, removal,
or resignation of that Fiduciary is not governed by another
Plan provision. Each provision in this Plan section is
effective as to any other matter covered in this Plan section
only to the extent that the other matter is not governed by
another Plan provision and only to the extent that there are
no provisions in the Crestar Financial Corporation OMNI
Trust Agreement about that matter.
(c) Appointment. Except as provided for Fiduciary sub-
------------
delegations in this Plan article's subsection entitled
"Fiduciaries" (see Plan section 10.18(c)), the Sponsor and
only the Sponsor may name additional Fiduciaries and
define their responsibilities. There may be one or more
individuals or entities acting as a single Fiduciary under
this Plan, as the Sponsor determines subject to the provi-
sions of the Trust Agreements. According to the same
procedures that apply to the appointment of a successor
member, additional individuals and entities may be
appointed to become members of a multiple-person
Fiduciary appointed according to this section.
(d) Resignation, removal. If a Fiduciary is not a multiple-
---------------------
person Fiduciary, that Fiduciary may resign on thirty days'
notice in writing to the Sponsor. If a Fiduciary is a
multiple-person Fiduciary, any Fiduciary-member may
resign on thirty days' notice in writing to the Sponsor.
The Sponsor may remove a Fiduciary or a person who is
one of the persons that make up a Fiduciary by thirty days'
written notice to the Fiduciary or to the person in question.
The Sponsor and a Fiduciary or a Fiduciary-member may
agree to a shorter notice period for resignation or removal.
(e) Successor appointment. If a Fiduciary resigns or is
----------------------
removed or otherwise ceases to serve, the Sponsor may
10-17
<PAGE>
appoint a successor. If a Fiduciary-member resigns or is
removed or otherwise ceases to serve, the Sponsor may
appoint a successor.
(f) Qualification. Each successor Fiduciary and each
--------------
successor Fiduciary-member or additional Fiduciary-
member appointed according to this section may qualify
after his appointment by executing, acknowledging, and
delivering acceptance to the Sponsor in a form satisfactory
to the Sponsor; each successor Fiduciary-member without
further act, deed, or conveyance is vested with all the
estate, rights, powers, discretion, duties, and obligations of
his predecessor, and each additional Fiduciary-member is
similarly vested, just as if originally named as a Fiduciary
or a Fiduciary-member in this Plan.
(g) Related parties. Except as otherwise specifically provided,
----------------
the Sponsor, any Affiliate of the Sponsor, any Employee,
any Participant, any Participant's Beneficiary, and any
committee of the Sponsor or of any Affiliate may be
appointed as a Fiduciary or as a member of a Fiduciary
under this Plan.
10.08. Other Fiduciary Appointment, Removal, Successors During a
---------------------------------------------------------
Suspension Period
-----------------
(a) Application of section. Except as described in this subsec-
-----------------------
tion, the remaining subsections of this Trust Agreement
section 10.08 are effective only during a Suspension
Period. The first sentence of subsection (f) is effective at
all times, subject to Plan article 8. For purposes of this
section, the Investment Committee is a Fiduciary, but the
Standing Committee is not a Fiduciary.
10-18
<PAGE>
(b) Other Fiduciaries Generally. This Plan section's references
----------------------------
to a Fiduciary are superseded by other Plan provisions and
Crestar Financial Corporation OMNI Trust Agreement
provisions that are effective during a Suspension Period
and that refer to a specific Fiduciary such as the
Administrator, the Alternate Administrators, and Standing
Committee. Each provision in this Plan section is effective
as to the appointment, removal, or resignation of a
Fiduciary only to the extent that the appointment, removal,
or resignation of that Fiduciary is not governed by another
Plan provision that is effective during a Suspension Period.
Each provision in this Plan section is effective as to any
other matter covered in this Plan section only to the extent
that the other matter is not governed by another Plan
provision that is effective during a Suspension Period and
only to the extent that there are no provisions in the
Crestar Financial Corporation OMNI Trust Agreement
about that matter that are effective during a Suspension
Period.
(c) General. There may be one or more individuals or entities
--------
acting as a single Fiduciary under this Plan.
(d) Suspension of Sponsor's powers. The Sponsor, an
-------------------------------
Employer, an ERISA Affiliate, or a Related Entity may not
appoint or remove a Fiduciary, any Fiduciary-member, any
additional Fiduciary-member, or any successor Fiduciary or
Fiduciary-member.
(e) Removal by Administrator. The Administrator may
-------------------------
remove a Fiduciary or a person who is one of the persons
that make up a Fiduciary by thirty days' written notice to
the Fiduciary or to the person in question. The Standing
Committee (whenever there is one) may remove any
Fiduciary or Fiduciary-member by providing written notice
10-19
<PAGE>
as described in the next two sentences. In the case of a
Fiduciary, the notice must be provided to that Fiduciary
and the Administrator; in the case of a Fiduciary-member,
the notice must be provided to the affected Fiduciary-
member, to all other members of that Fiduciary, and to the
Administrator. The written notice must state that, in the
opinion of the Standing Committee, that Fiduciary or
Fiduciary-member should not continue to serve because of
the existence of or the appearance of control or an interest
that is inconsistent with that Fiduciary's or Fiduciary-
member's ability to act for the benefit of the Participants
under the Plan.
(f) Removal by other Fiduciary. The remaining provisions of
---------------------------
this subsection are not effective until the Sponsor's
Designee announces that they are effective. Any Fiduciary
may suggest the removal of another Fiduciary or a member
of another Fiduciary by providing written notice as
described in the next two sentences. In the case of a
Fiduciary, the notice must be provided to that Fiduciary
and the Administrator; in the case of a Fiduciary-member,
the notice must be provided to the affected Fiduciary-
member, to all other members of that Fiduciary, and to the
Administrator. The written notice must state that, in the
opinion of the proposing Fiduciary, that other Fiduciary or
Fiduciary-member should not continue to serve because of
the existence of or the appearance of control or an interest
that is inconsistent with that Fiduciary's or Fiduciary-
member's ability to act for the benefit of the Participants
under the Plan. If the Fiduciary or Fiduciary-member
targeted for removal does not consent to the proposed
removal, then to pursue the removal the proposing
Fiduciary must provide the written notice described in the
prior sentence to one or more other Fiduciaries. The
10-20
<PAGE>
removal is effective only if at least one other Fiduciary
consents to the proposed removal.
(g) Resignation. If a Fiduciary is not a multiple-person
------------
Fiduciary, that Fiduciary may resign on thirty days' notice
in writing to the Administrator. If a Fiduciary is a
multiple-person Fiduciary, any Fiduciary-member may
resign on thirty days' notice in writing to the
Administrator. A Fiduciary or a Fiduciary-member and the
Administrator may agree to a shorter notice period for
resignation.
(h) Successor appointment. If a Fiduciary resigns or is
----------------------
removed or otherwise ceases to serve, the Administrator
may appoint a successor Fiduciary. If a Fiduciary-member
resigns or is removed or otherwise ceases to serve, that
Fiduciary may appoint a successor Fiduciary-member. A
successor Fiduciary or Fiduciary-member may not be the
Sponsor, an Employer, an ERISA Affiliate, a Related
Entity, or an Employee, and each successor Fiduciary and
Fiduciary-member is subject to all of this section's
provisions.
(i) Additional Fiduciaries; continuing service. The
-------------------------------------------
Administrator may appoint additional Fiduciaries and may
appoint additional individuals or entities as members of a
multiple person Fiduciary. An additional Fiduciary or
Fiduciary-member may not be the Sponsor, an Employer,
an ERISA Affiliate, a Related Entity, or an Employee, and
each additional Fiduciary and Fiduciary-member is subject
to all of this section's provisions. Subject to this section's
provisions on removal and resignation, each Fiduciary and
each Fiduciary-member continue to serve.
10-21
<PAGE>
(j) Qualification. Each successor or additional Fiduciary or
--------------
Fiduciary-member appointed may qualify by executing,
acknowledging, and delivering acceptance to the
Administrator in a form satisfactory to the Administrator;
each successor without further act, deed, or conveyance is
vested with all the estate, rights, powers, discretion, duties,
and obligations of his predecessor Fiduciary or Fiduciary-
member, and each additional Fiduciary or Fiduciary-
member is similarly vested, just as if originally named as
a Fiduciary or a Fiduciary-member in this Plan.
10.09. Operation of Multiple-Person Fiduciaries
----------------------------------------
(a) Other Fiduciaries generally. This Plan section's references
----------------------------
to a Fiduciary are superseded by other Plan provisions
referring to a specific Fiduciary such as the Administrator
or the Alternate Administrators. This plan section does not
apply to the Standing Committee.
(b) Suspension Period. During a Suspension Period, the
------------------
Sponsor's powers under this section are suspended and the
Administrator acts in the Sponsor's place.
(c) Rules and guidelines. A multiple-person Fiduciary may
---------------------
adopt or amend rules and guidelines that its members deem
desirable to govern its operations according to this Plan.
A Fiduciary's rules adopted or amended according to this
subsection must be communicated to the Administrator and
to the Sponsor and may not cause that Fiduciary to act in
any way that is prohibited by this Plan or cause that
Fiduciary to fail to act in any way that is required by this
Plan.
(d) Records. Each multiple-person Fiduciary must keep a
--------
record of all of its proceedings and acts and all other data
10-22
<PAGE>
related to its responsibilities under this Plan and that are
necessary for the proper administration of the Trust Fund.
Each Fiduciary must notify the Administrator of any of its
actions other than routine actions and must notify any other
person when notice to that other person is required by law.
(e) Multiple-person Fiduciary's acts and decisions. A
-----------------------------------------------
multiple-person Fiduciary's acts and decisions must be
made by a majority vote if the number of persons who
constitute that Fiduciary is three or more; otherwise, such
acts and decisions must be by unanimous vote. A meeting
of all members of a multiple-person Fiduciary need not be
called or held to make decisions or take any action.
Decisions may be made or action taken by written
documents signed by the required number of members. If
the Fiduciary-members are deadlocked, subject to the
provisions of subsection (b), the Sponsor must make the
determination and that determination is binding on all
persons. A Fiduciary-member is not disqualified from
exercising the powers conferred in this Plan merely
because he is a Participant or a Participant's Beneficiary.
(f) Multiple-person Fiduciary's delegation of authority.
----------------------------------------------------
Fiduciary-members may delegate to one or more of their
number authority to sign documents on behalf of that
Fiduciary or to perform ministerial acts, but no Fiduciary-
member to whom that authority is delegated may perform
an act involving the exercise of discretion without first
obtaining the concurrence of the required number of other
members, even though the one alone may sign a document
required by third parties. Without designation from the
other persons who constitute that Fiduciary, one Fiduciary-
member may execute instruments or documents on behalf
of all members until the other members object in writing
and file that objection with the Sponsor.
10-23
<PAGE>
(g) Ministerial duties. A multiple-person Fiduciary may adopt
-------------------
by-laws and similar rules consistent with the Plan and its
purposes. A multiple-person Fiduciary may choose a
chairman from its members and may appoint a secretary to
keep such records of that multiple-person Fiduciary's acts
as may be necessary. The secretary need not be a member
of that multiple-person Fiduciary. The secretary may
perform purely ministerial acts delegated by that multiple-
person Fiduciary.
10.10. Administrator's, Plan Committees' Powers and Duties
---------------------------------------------------
(a) Plan decisions. The Administrator and, as to
---------------
responsibilities assigned according to this Plan to a Plan
Committee, that Plan Committee must administer this Plan
by its terms and has all powers necessary to do so. The
Administrator must designate one of its members or
someone else as agent for service of legal process. The
Administrator must interpret this Plan. The duties of the
Administrator include, but are not limited to:
(1) determining the answers to all questions relating to
the Employees' eligibility to become Participants;
(2) communicating with and directing any Trustees and
co-Trustees on the time, amount, method, and form
of benefits to pay to Participants and Beneficiaries;
(3) authorizing and directing all Trust Fund
disbursements; and
(4) directing the appropriate Trustees and co-Trustees,
according to the terms of this Plan and any Trust
Agreements (specifically including the Crestar
Financial Corporation OMNI Trust Agreement), to
10-24
<PAGE>
disburse funds held by them in payment of
obligations to accomplish the purposes of this Plan.
(b) Conclusive determination. Subject to the appeals
-------------------------
procedures in the Plan section entitled "Review of Claims"
(see Plan section 6.03), a determination by the
Administrator and, as to responsibilities assigned according
to this Plan to a Plan Committee, a determination by that
Plan Committee made in good faith is conclusive and
binding on all persons. No decision of the Administrator
or of a Plan Committee, however, may take away any
rights specifically given to a Participant by this Plan.
(c) Participation. If the Administrator or a member of a Plan
--------------
Committee is also a Participant, he must abstain from any
action that directly affects him as a Participant in a manner
different from other similarly situated Participants. Except
as provided in Plan article 8, the Plan does not prevent
either an Administrator or a member of a Plan Committee
who is also a Participant or a Beneficiary from receiving
any benefit to which he may be entitled, if the benefit is
computed and paid on a basis that is consistently applied
to all other Participants and Beneficiaries.
(d) Agents and advisors. The Administrator and, as to
--------------------
responsibilities assigned according to this Plan to a Plan
Committee, that Plan Committee may employ and
compensate from the Employers' funds, or from any Trust
Fund assets according to the Plan section entitled "Payment
of Expenses" (see Plan section 10.13), such accountants,
counsel, specialists, and other advisory and clerical persons
(to the extent that clerical and office help are not supplied
by an Employer) as it deems necessary or desirable in
connection with the Plan's administration or with the
administration of the Crestar Financial Corporation OMNI
10-25
<PAGE>
Trust. The Administrator may designate any person as its
agent for any purpose. The Administrator and, as to
responsibilities assigned according to this Plan to a Plan
Committee, that Plan Committee is entitled to rely con-
clusively on any opinions or reports furnished to it by its
accountant or counsel. Except to the extent prohibited by
law, the Administrator and each Plan Committee is fully
protected by the Employers, Employees, and the
Participants whenever it takes action based in good faith on
advice from its advisors.
10.11. Discretion of Administrator, Plan Committees
--------------------------------------------
(a) Exclusive discretion. The Administrator's discretionary
---------------------
power and, as to responsibilities assigned according to this
Plan to a Plan Committee, that Plan Committee's
discretionary power to perform or consent to any act is
exclusive if it is exercised in a consistent manner with
respect to all similarly situated Employees and Participants.
(b) Waivers. In its administration of the Plan, the
--------
Administrator may waive any Plan requirements that might
otherwise result in an individual's disqualification or
failure to qualify as a Participant or a loss or deprivation
of Plan benefits as a result of the individual's transfer, such
as a transfer between divisions of an Employer or between
Employers (or any other transfer). With the Sponsor's
consent (or with the consent of a person vested with the
appropriate Sponsor power according to Plan article 8), the
Administrator may credit service for an Employer's
predecessor's business as Service for the Employer, even
if that is not required by law. Except as provided in Plan
article 8, the Sponsor's Designee may direct that credit.
Any individual may apply for relief under this subsection
10-26
<PAGE>
by following this Plan's procedures for claims and reviews
of claims.
10.12. Records and Reports
-------------------
(a) Reports. The Employers must supply information to the
--------
Administrator sufficient to enable the Administrator to
fulfill its duties. The Administrator must advise each
Trustee and co-Trustee of information necessary or
desirable to that Trustee's or co-Trustee's administration of
the Trust Fund.
(b) Records. The Administrator must keep books of account,
--------
records, and other data necessary for proper administration
of the Plan, showing the interests of the Participants under
the Plan. The Administrator may appoint a Trustee, co-
Trustee, or any other person as agent to keep records, if
the Trustee, co-Trustee, or other person accepts the duties.
10.13. Payment of Expenses
-------------------
Unless otherwise determined by the Sponsor or by a person
vested with the necessary Sponsor power according to Plan article
8, the Administrator serves and all members of any Plan
Committee serve without compensation. Until the Sponsor's
Designee notifies the Administrator or the affected Plan
Committee to the contrary, all expenses of the Administrator and
each Plan Committee must be paid by the Employers. Expenses
of the Administrator and each Plan Committee include any
expenses incident to the functioning of the Administrator or that
Plan Committee, fees of accountants, counsel, and other similar
specialists, and other costs of administering the Plan. If the
Employers are not responsible for the expenses of the
Administrator or of a specific Plan Committee, the Administrator
or that Plan Committee must direct the Trustees or co-Trustees to
10-27
<PAGE>
distribute payment or reimbursement of reasonable expenses from
the Trust Fund.
10.14. Notification to Interested Parties
----------------------------------
The Administrator must take all reasonable steps to notify all
Interested Parties of the existence and provisions of this Plan and
any Trust Agreements. When the Plan or a Trust Agreement is
amended in any way affecting Participant benefits (which does
not include amendments relating to administrative matters or
clerical errors), the Administrator must notify all affected
Interested Parties of the amendments and inform them of the
substance of the amendments.
10.15. Notification of Eligibility
---------------------------
Within a reasonable period before it is necessary to determine
eligibility, each Employer must give the Administrator a list of its
Employees, showing all information necessary to determine
current eligibility.
10.16. Other Notices
-------------
At all appropriate times, the Administrator must notify each
Employer and all other appropriate parties that certain actions
must be taken or that payments are due.
10.17. Annual Statement
----------------
As and when required by law, the Administrator must give each
Participant a statement showing the status of the Participant's
Account as of the close of the preceding Plan Year.
10.18. Limitation of Administrator's and Plan Committees' Liability
------------------------------------------------------------
10-28
<PAGE>
(a) Separate liability. If permissible by law, the Administrator
-------------------
and each member of each Plan Committee serves without
bond. If the law requires bond, the Administrator must
secure the minimum required (or any greater amount set by
the Sponsor) and obtain necessary payments according to
the Plan section entitled "Payment of Expenses" (see Plan
section 10.13). Except as otherwise provided in the Plan,
the Administrator and any member of any Plan Committee
is not liable for another Administrator's or member's act or
omission or for another Fiduciary's act or omission. To
the extent allowed by law and except as otherwise
provided in the Plan, the Administrator and any member of
any Plan Committee is not liable for any action or
omission that is not the result of the Administrator's or
member's own negligence or bad faith.
(b) Indemnification. As permitted by law, and as limited by
----------------
any written agreement between the Sponsor and the
Administrator or between the Sponsor and the Plan
Committee or member in question, the Employers must
indemnify and save the Administrator and each member of
each Plan Committee harmless against expenses, claims,
and liability arising out of being the Administrator or a
member of that Plan Committee, except expenses, claims,
and liability arising out of the individual's own negligence
or bad faith. The Sponsor may obtain insurance against
acts or omissions of the Administrator and the members of
each Plan Committee. If the Sponsor fails to obtain
insurance to indemnify, the Administrator or a member of
any Plan Committee may obtain insurance and must be
reimbursed according to the Plan section entitled "Payment
of Expenses" (see Plan section 10.13) and as permitted by
law. Except during periods in which its power is
suspended or terminated according to Plan article 8, at its
own expense, the Sponsor may employ its own counsel to
10-29
<PAGE>
defend or maintain, either in its own name or in the name
of the Administrator, any Plan Committee, or any of its
members, any suit or litigation arising under this Plan
concerning the Administrator, that Plan Committee, or any
of its members.
(c) Fiduciaries. The Administrator may name and, as to
------------
responsibilities assigned according to this Plan to a Plan
Committee, that Plan Committee may name any other
person as a Fiduciary in the process of delegating any
responsibility and power of the Administrator or of that
Plan Committee, and by naming that person, the Adminis-
trator or that Plan Committee limits its own duties and
responsibilities to the extent specified in that delegation.
10.19. Errors and Omissions
--------------------
Individuals and entities charged with the administration of the
Plan must see that it is administered in accordance with its terms
as long as it is not in conflict with ERISA. If an innocent error
or omission is discovered in the Plan's operation or
administration, and if the Administrator determines that it would
cost more to correct the error than is warranted, and if the
Administrator determines that the error did not cause a penalty or
excise-tax problem, then the Administrator may authorize any
equitable adjustment it deems necessary or desirable to correct the
error or omission, including but not limited to the authorization
of additional Employer contributions designed, in a manner
consistent with the goodwill intended to be engendered by the
Plan, to put Participants in the same relative position they would
have enjoyed if there had been no error or omission. Any
contribution made pursuant to this section is an additional
discretionary contribution.
10.20. Communication of Directions from Participants
---------------------------------------------
10-30
<PAGE>
All Participant rights contained in the Plan or in any Trust
Agreement to direct any action may be exercised only by
directions communicated to the Administrator. The Administrator
must communicate those directions to any appropriate Trustees or
co-Trustees or other appropriate persons. All Participant
directions communicated by the Administrator are deemed by the
recipient to be true and accurate, and each recipient of directions
is entitled to rely conclusively upon the directions.
10.21. Investment Committee
--------------------
(a) Application of section. If a Trust Agreement contains
-----------------------
provisions that authorize an investment committee (that is
a fiduciary with powers similar to this Plan's Investment
Committee's powers), this Plan has no Investment
Committee, and all other Plan provisions governing or
requiring Investment Committee actions are inoperative,
even if those Trust Agreement provisions have not yet
been implemented (for example, by the creation of such an
investment committee).
(b) Appointment, resignation, removal. The Plan sections
----------------------------------
entitled "Other Fiduciary Appointment, Removal,
Successors, Except During a Suspension Period" and
"Other Fiduciary Appointment, Removal, Successors
During a Suspension Period" (see Plan sections 10.07 and
10.08) govern the appointment, removal, and resignation of
the Investment Committee.
(c) Investment Managers. As provided in ERISA sec-
--------------------
tion 402(c)(3), the Investment Committee may name one
or more Investment Managers (as defined in ERISA sec-
tion 3(38)) for the Plan and may delegate any or all of its
authority to one or more of those Investment Managers.
10-31
<PAGE>
10.22. Selection of Investment Media
-----------------------------
(a) Discretion of Investment Committee. Subject to the
-----------------------------------
approval of the appropriate Trustees or co-Trustees, the
Investment Committee may select and name any number
of funds or other investment media not prohibited under
the Trust Agreements as it deems appropriate and
satisfactory for the investment of Accounts. Such
investment media may include or be exclusively limited to
pooled investment funds.
(b) Investment media. Additional investment media, including
-----------------
pooled investment funds, may also be listed as additional
permissible investment media. The additional media may
include several investment funds that invest in stock or
securities of an Employer. The Administrator may also
request the Investment Committee to cause the creation of
a fund within the Trust Fund to be managed by an
Investment Manager.
10.23. Crestar Financial Corporation OMNI Trust Agreement Fiduciaries
--------------------------------------------------------------
(a) Identification. The Sponsor must provide the
---------------
Administrator with a complete list of the identities of all
fiduciaries (and members of multiple-person fiduciaries)
under the Crestar Financial Corporation OMNI Trust
Agreement and keep that list up to date. The Sponsor
must provide the Administrator with any available
information about those fiduciaries (and members)
requested by the Administrator. The Sponsor and the
Administrator must provide that information as well to the
Standing Committee and must make every reasonable
effort to secure any additional information the Standing
Committee may request about those fiduciaries (and
members).
10-32
<PAGE>
(b) Directions to Primary Administrator. The Administrator
------------------------------------
must request or direct the Primary Administrator under the
Crestar Financial Corporation OMNI Trust Agreement, to
cause allocations, distributions, and transfers from the
Crestar Financial Corporation OMNI Trust Fund that are
necessary to satisfy this Plan's provisions, including
provisions on allocations of contributions, allocations of
earnings, forfeitures, allocations of forfeitures, and
distributions in satisfaction of this Plan's Accrued Benefit
payment provisions; the Administrator also may request or
direct the Primary Administrator to cause other allocations,
distributions, and transfers authorized by this Plan.
10-33
<PAGE>
CRESTAR FINANCIAL CORPORATION
Temporary Executive Benefit Plan
As Amended And Restated
Effective December 26, 1990
ARTICLE 11
DEFINITIONS
-----------
11.01. Account means an individual's interest (except for Suspense
-------
Accounts, including any Asset-transfer Suspense Accounts and
Employer-designated Suspense Accounts) under this Plan or an
Associated Plan that is a Defined Contribution Plan, determined
in each case according to the appropriate plan's provisions. For
this Plan, Account means an individual's interest under this Plan
-------
according to this Plan's provisions. A Participant's Account in
-------
this Plan is his funded interest under this Plan.
(a) A Participant may have several identified accounts in this
Plan. When Account is used without modification, it
-------
means the sum of all of the Participant's identified funded
accounts.
(b) Account refers to the value of the Trust Fund set aside for
-------
and allocated to a Participant or to assets specifically
allocated as assets (such as Employer Stock, if shares are
allocated to individual accounts) in the Trust Fund set
aside for and allocated to a Participant.
See also Asset-transfer Suspense Account, Employer-designated
Suspense Account, and Suspense Account.
Accounts are explained further in the Plan section entitled
"Accounts" (see Plan section 4.02), and allocations to Accounts
are generally covered in Plan article 4.
11.02. Accrued Benefit
---------------
11-1
<PAGE>
(a) Accrued Benefit is defined in ERISA section 3(23) and
---------------
refers to the accumulated entitlement attributable to an
individual's participation in a Pension Plan that is a
Qualified Plan or a Nonqualified Pension Plan, without
regard to whether that interest is Forfeitable or
Nonforfeitable.
(b) For an Employer-maintained Nonqualified Pension Plan
(including this Plan) or a Pension Plan that is a Qualified
Plan and that has only individual accounts and no other
benefit, Accrued Benefit means an individual's funded
------- -------
Account balance according to that plan.
(c) For an Employer-maintained Defined Contribution Plan,
including this Plan, Accrued Benefit means an individual's
---------------
funded Account balance.
(d) Accrued Benefit, for any Employer-maintained Defined
------- -------
Benefit Plan, means an individual's right to a benefit that
is determined under that plan and, except as provided in
ERISA section 204(c)(3), that is expressed as an annual
benefit beginning at normal retirement age.
11.03. Acquiring Person means any Person who satisfies the
----------------
requirements of either subsection (a) or (b) of this section.
(a) A Person, considered alone or together with all Control
Affiliates and Associates of that Person, becomes directly
or indirectly the beneficial owner of Securities representing
at least thirty percent of the Sponsor's then outstanding
Securities entitled to vote generally in the election of the
Board.
11-2
<PAGE>
(b) A Person enters into an agreement that would result in that
Person satisfying the conditions in subsection (a) or that
would result in an Employer's failure to be an Affiliate.
11.04. Active Participant means a Participant who is a Covered
------------------
Employee. An Active Participant is not automatically entitled to
allocations from all contributions or according to all exhibits
described in the Plan article 2 subsection entitled "Benefit
exhibits" (see Plan section 2.05(c)).
11.05. Administrator means a single person (an individual or an entity)
-------------
or a Plan Committee that is a Named Fiduciary appointed
according to Plan article 10 to be the Plan's person described in
ERISA section 3(16) and to be the Primary Administrator under
the Crestar Financial Corporation OMNI Trust Agreement during
certain periods.
11.06. Administrator's Rules means any interpretations or operating
---------------------
guidelines, regulations, or rules established by or for the Adminis-
trator for operating the Plan, as authorized by the Plan's
provisions.
11.07. Affiliate means, as to an Employer,
---------
(a) a member of a controlled group of corporations as defined
in Code section 1563(a), determined without regard to
Code sections 1563(a)(4) and 1563(e)(3)(C), of which that
Employer is a member according to Code section 414(b);
(b) a trade or business (whether or not incorporated) that is
under common control with that Employer as determined
according to Code section 414(c); or
(c) a member of an affiliated service group of which that
Employer is a member according to Code section 414(m).
11-3
<PAGE>
See also: ERISA Affiliate, which is defined according to ERISA
section 407(d)(7).
11.08. Affiliate-maintained means, as to an Affiliate, the same thing that
--------------------
Employer-maintained means as to an Employer.
-------------------
11.09. Age means how old a person was on his immediate past (most
---
recent) birthday.
11.10. Agreement refers to a Trust Agreement.
---------
11.11. Alternate Administrator means a single person (an individual or
-----------------------
an entity) or a Plan Committee that is appointed according to Plan
article 10 to succeed an Administrator according to Plan
article 10.
11.12. Asset-transfer Suspense Account means an Account required by
-------------------------------
this Plan when assets are transferred from another employee
benefit plan to the Trust Fund in excess of liabilities transferred
at the same time and are not allocated under this Plan to
Accounts of Participants in the Plan Year in which the transfer
occurs.
11.13. Assignment or Alienation include arrangements described in
------------------------
subsections (a) and (b) and specifically exclude arrangements
-------
described in subsections (c) through (g).
(a) An arrangement providing for the payment to an Employer
of Plan benefits that otherwise would be due the
Participant under this Plan is an Assignment or Alienation.
(b) A direct or indirect arrangement (whether revocable or
irrevocable) in which someone acquires from a Participant
or Beneficiary a right or interest enforceable against the
Plan in or to all or any part of a Plan benefit payment that
11-4
<PAGE>
is or may become payable to the Participant or Beneficiary
is an Assignment or Alienation.
(c) An arrangement for withholding federal, state, or local tax
from Plan benefit payments is not an Assignment or
Alienation.
(d) An arrangement for the recovery by the Plan of benefit
overpayments previously made to a Participant or
Beneficiary is not an Assignment or Alienation.
(e) An arrangement for the transfer of benefit rights from the
Plan to another Pension Plan is not an Assignment or
Alienation.
(f) An arrangement for the direct deposit of benefit payments
to an account in a bank, savings and loan association, or
credit union is not an Assignment or Alienation, but only
if that arrangement is not part of one that would otherwise
constitute an Assignment or Alienation (for example, an
allowable arrangement could provide for the direct deposit
of a Participant's benefit payments to a bank account held
by the Participant and the Participant's spouse as joint
tenants).
(g) An arrangement by which a Participant or Beneficiary
directs the Plan to pay all or part of a Plan benefit payment
to a third party, including an Employer, is not an
Assignment or Alienation if
(1) the arrangement is revocable at any time by the
Participant or Beneficiary; and
(2) the third party files a written acknowledgement of
the arrangement with the Administrator. To be
satisfactory, a written acknowledgement must state
11-5
<PAGE>
that the third party has no enforceable right in or to
any Plan benefit payment or part of a Plan benefit
payment (except to the extent of payments already
received according to the terms of the arrangement).
A blanket written acknowledgement for all
Participants and Beneficiaries who are covered
under the arrangement with the third party is suf-
ficient. The written acknowledgement must be filed
with the Administrator no later than ninety days
after the arrangement is entered into.
11.14. Associate, with respect to any Person, is defined in Rule 12b-2 of
---------
the General Rules and Regulations under the Securities Exchange
Act of 1934, as amended as of January 1, 1990, which reads as
follows:
The term Associate used to indicate a
---------
relationship with any person, means (1) any
corporation or organization of which such
person is an officer or partner or is, directly or
indirectly, the beneficial owner of ten percent or
more of any class of equity securities, (2) any
trust or other estate in which such person has a
substantial beneficial interest or as to which
such person serves as trustee or in a similar
fiduciary capacity, and (3) any relative or
spouse of such person, or any relative of such
spouse, who has the same home as such person
or who is a director or officer of such person or
any of its parents or subsidiaries.
For purposes of this Plan, Associate does not include the Sponsor
---------
or a Majority-owned Subsidiary of the Sponsor.
11-6
<PAGE>
11.15. Associated Plan, when used in this Plan article's definition of
---------------
Second-tier Trigger Event, has the meaning set forth in
subsection (a) of this section; otherwise, Associated Plan has the
meaning set forth in subsection (b) of this section.
(a) Associated Plan means any Nonqualified Pension Plan
---------------
maintained by the Sponsor or any other Employer.
(b) Associated Plan means any Nonqualified Pension Plan
---------------
maintained by the Sponsor or any other Employer, but
during a Suspension Period, except for a plan that is a
"Participating Plan" according to the Crestar Financial
Corporation OMNI Trust Agreement, such a plan is an
Associated Plan only if that Plan was in existence at least
six months before the beginning of that Suspension Period.
Except for a plan that is a "Participating Plan" according
to the Crestar Financial Corporation OMNI Trust
Agreement, for purposes of this Plan, an Associated Plan's
benefits do not increase during a Suspension Period, no
additional participants join an Associated Plan during a
Suspension Period, and no liabilities may be transferred to
an Associated Plan during a Suspension Period.
11.16. Basic Contribution means the discretionary Employer contribution
------------------
described in Plan section 3.05.
11.17. Beneficiary or Beneficiaries is defined in ERISA section 3(8).
----------- -------------
That source indicates that Beneficiary or Beneficiaries mean one
----------- -------------
or more individuals or other entities so designated by a
Participant according to the Plan section entitled "Designation of
Beneficiary" (see Plan section 7.02) or, if there is no effective
designation, then as enumerated in the Plan section entitled
"Beneficiaries" (see Plan section 7.02(b)).
11-7
<PAGE>
11.18. Benefit Reserve means the total of all contributions to this Plan
---------------
by Participants; plus specific Employer contributions directed
according to this Plan to be part of the Benefit Reserve; reduced
by allocations and distributions according to this Plan from the
Benefit Reserve according to this Plan. The Benefit Reserve
holds Plan Assets.
11.19. Board or Board of Directors, without modification, means the
----- ------------------
Sponsor's board of directors or governing body and, with
modification, means the board of directors or governing body of
the entity referred to.
11.20. Code means the Internal Revenue Code of 1986, including its
----
predecessor versions and its subsequent versions, as currently
amended for the applicable time.
11.21. Compensation means an Employee's total pay (base salary,
------------
overtime, vacation pay, holiday pay, severance pay, incentive-pay,
bonuses, commissions, supervisors' supplements, and other
similar pay) from the Employers for a Plan Year or other
measuring period in return for the Employee's services.
(a) Except as described below, Compensation does not include
------------
Employer contributions to any private or public retirement
annuity or pension plan or Employer contributions to a
Qualified Plan other than contributions caused by an
Employee's elective deferrals under a Qualified Plan
containing a cash or deferred arrangement.
(b) Compensation does not include Employer contributions to
------------
this Plan and Trust Fund.
(c) Compensation does not include service awards, expense
------------
allowances, moving expenses, retainers, fees under
11-8
<PAGE>
contract, mortgage interest differential payments, or any
similar remuneration not related to pay as an Employee.
(d) Compensation does not include fringe benefits that are
------------
non-taxable to the Employee.
(e) Compensation does not include payments to or on behalf
------------
of an Employee after his employment has terminated.
At the Sponsor's election, Compensation may also include any
------------
amount that is contributed by an Employer pursuant to an elective
deferral and any amount that is not includible in the gross income
of an Employee under Code section 125 (cafeteria plans), Code
section 402(a)(8) (a cash or deferred arrangement), Code
section 402(h) (simplified employee pensions), or Code
section 403(b) (certain annuity contracts).
11.22. Continuing Directors means those members of the Board who
--------------------
satisfy the requirements of either subsection (a), subsection (b),
or subsection (c) of this section.
(a) The individual was a Board member before an event
defined as a First-tier Trigger Event or before an event
defined as a Second-tier Trigger Event that was not
preceded (in the same Suspension Period) by a First-tier
Trigger Event.
(b) The individual was a Board member at the end of a
Suspension Period that started with a First-tier Trigger
Event or that started with a Second-tier Trigger Event that
was not preceded (in the same Suspension Period) by a
First-tier Trigger Event.
11-9
<PAGE>
(c) The individual was nominated for election or elected by a
two-thirds majority vote of Board members who satisfy the
requirements of subsection (a) or (b) of this section.
A Board member may not satisfy the requirements of this section
if that member was nominated for election or elected by Board
members who are elected by or recommended for election by an
Acquiring Person.
11.23. Contract means an insurance or annuity or other similar
--------
agreement issued by an Insurer to the Sponsor or to a Trustee or
co-Trustee to provide benefits under this Plan. A Contract held
by a Trustee or co-Trustee or otherwise part of the Trust Fund is
a Contract but not a Plan Contract. A Contract held outside the
Trust Fund is a Plan Contract until it is distributed to a
Participant or Beneficiary to satisfy some or all of a Plan benefit
entitlement; upon that distribution, the Plan Contract becomes a
Contract. If there is any conflict between provisions of this Plan
and the terms of the Contract issued according to this Plan, the
provisions of this Plan must control.
11.24. Control, Controlling, and all variants (including under common
------- ----------- ------------
Control with) are defined in Rule 12b-2 of the General Rules and
------------
Regulations under the Securities Exchange Act of 1934, as
amended as of January 1, 1990, which reads as follows:
The term Control (including the terms
-------
controlling, controlled by, and under common
control with) means the possession, direct or
indirect, of the power to direct or cause the
direction of the management and policies of a
person, whether through the ownership of voting
securities, by contract, or otherwise.
11-10
<PAGE>
11.25. Control Affiliate, with respect to any Person, means an affiliate
-----------------
as defined in Rule 12b-2 of the General Rules and Regulations
under the Securities Exchange Act of 1934, as amended as of
January 1, 1990, which reads as follows:
An affiliate of, or a person affiliated with, a
specified person, is a person that directly, or
indirectly through one or more intermediaries,
controls, or is controlled by, or is under
common control with, the person specified.
11.26. Covered Employee means an Employer's Employee who has been
----------------
designated (by name or by description) by the Sponsor's Designee
as a Covered Employee, who has not Separated from Service
since becoming a Covered Employee, and who has not had his
designation as a Covered Employee revoked by the Sponsor's
Designee.
11.27. Defined Benefit Plan or DBP means any plan so defined in
--------------------
ERISA section 3(35).
11.28. Defined Contribution Plan or DCP means any plan so defined in
-------------------------
ERISA section 3(34).
11.29. Disability means a condition rendering a Participant unable to
----------
engage in any substantial gainful activity for which he is
reasonably suited by education or experience by reason of any
medically determinable physical or mental impairment that can be
expected to result in death or to be of long continued and
indefinite duration. For purposes of this Plan, a Disability may
include a disability within the meaning of Code section 105(c) or
(d), Code section 22(e)(3), or under any other definition of
disability announced by the Sponsor's Designee.
11-11
<PAGE>
11.30. Early Retirement under this Plan means Separation from Service
----------------
after attainment of Age fifty-five and before attainment of Normal
Retirement Age.
11.31. Earnings, for any individual for any relevant period, means the
--------
largest amount that the individual may consider as taxable income
from the Employers in return for his services. An Employee's
Earnings at least equal that Employee's Compensation.
--------
11.32. Effective Date is January 1, 1989. The Effective Date refers to
--------------
the Plan's date of origin, although the date on which this
document's provisions are effective is December 26, 1990. Any
Trust has an effective date reflected in the Trust Agreements
executed for this Plan.
11.33. EIAP means Eligible Individual Account Plan.
----
11.34. Eligible Employee, on and after the Effective Date, means a
-----------------
Covered Employee who has at any time (for any Plan Year or
other limitation period for purposes of Code section 415) been
credited under an Employer-maintained Qualified Plan with the
maximum Accrued Benefit permissible under Code
section 415(b), under Code section 415(c), or under Code
section 415(e). An Employee's status as an Eligible Employee
begins on the day on which he simultaneously satisfies two condi-
tions: first, he has at any time (for any Plan Year or other
limitation period for purposes of Code section 415) been credited
under an Employer-maintained Qualified Plan with the maximum
Accrued Benefits permissible under Code section 415(b), under
Code section 415(c), or under Code section 415(e); second, he is
a Covered Employee.
11.35. Eligible Individual Account Plan or EIAP is defined in ERISA
-------------------------------- ----
section 407(d)(3)(A).
11-12
<PAGE>
11.36. Employee is an individual who renders personal services to or
--------
through an Employer or an Affiliate and who is subject to the
control of an Employer or an Affiliate. An individual who is in
an employer-employee relationship with an Employer or an
Affiliate as determined for Federal Insurance Contribution Act
purposes and Federal Employment Tax purposes, including Code
section 3401(c), automatically satisfies the preceding sentence's
requirements for determinations of whether that individual renders
personal services and is subject to the control of an Employer or
an Affiliate.
11.37. Employer means the Sponsor and the other entities identified in
--------
the Plan section entitled "Plan Sponsor and Other Employers" (see
Plan section 1.07); any successor by merger, purchase, or
otherwise that maintains the Plan; or any predecessor that has
maintained the Plan. Service to an unincorporated business or
practice to which an Employer has become successor will be
considered to be Service for that Employer.
11.38. Employer-designated Suspense Account means a Suspense
------------------------------------
Account governed by Plan section 4.05.
11.39. Employer ERISA Security is any Security that satisfies the
-----------------------
definition of ERISA Security as to any Employer.
11.40. Employer-maintained refers to each Pension Plan directly or
-------------------
indirectly established according to law or continued by an
Employer. It includes all relevant Defined Benefit Plans and
Defined Contribution Plans, whether or not terminated.
11.41. Employer Real Property is defined in ERISA section 407(d)(2)
----------------------
and means real property (and related personal property) that is
leased to an Employer or an ERISA Affiliate. For purposes of
determining the time at which the Plan acquires Employer Real
Property, such property is deemed to be acquired by the Plan on
11-13
<PAGE>
the date on which the Plan acquires the property or on the date on
which the lease to the Employer or the ERISA Affiliate is entered
into, whichever is later.
11.42. Employer Security is defined in ERISA section 407(d)(1) and
-----------------
means any Security issued by the Sponsor, an Employer, an
Affiliate, or a Related Entity, including Employer Stock.
11.43. Employer Stock means any Employer Security that is stock.
--------------
11.44. Employer Stock Fund means a portion of the Trust Fund available
-------------------
for holding Employer Stock, but an Employer Stock Fund should
be distinguished from any other fund that holds ERISA Securities
of the Employers.
11.45. Entry Date generally means the date that an Eligible Employee
----------
begins participation under the Plan. A Participant's Entry Date
----- ----
is the date set for that individual according to Plan article 2 by
the Sponsor's Designee.
11.46. ERISA means the Employee Retirement Income Security Act of
-----
1974, excluding its title II, as currently amended for the
applicable time.
11.47. ERISA Affiliate means an affiliate as defined in ERISA
---------------
section 407(d)(7). ERISA section 407(d)(7) states that a
corporation is an affiliate of an Employer if it is a member of any
controlled group of corporations (as defined in Code
section 1563(a), except that "applicable percentage" is substituted
for "eighty percent" whenever the latter percentage appears in
Code section 1563(a)) of which that Employer is a member. For
purposes of the preceding sentence, the term "applicable
percentage" means fifty percent or such lower percentage as the
Secretary of Labor may prescribe by regulation. ERISA sec-
tion 407(d)(7) also provides that a person other than a corporation
11-14
<PAGE>
is treated as an Employer's affiliate to the extent provided in
regulations of the Secretary of Labor of the United States, and it
provides that an Employer that is not a corporation is treated as
having affiliates to the extent provided in such regulations. The
definition of ERISA Affiliate in this section is adjusted as
----- ---------
appropriate to be consistent with any regulations that are
promulgated.
11.48. ERISA Security is that form of Employer Security defined in
--------------
ERISA section 407(d)(5).
11.49. Excess-benefit Plan is defined in ERISA section 3(36) as a plan
-------------------
maintained by an employer solely to provide benefits in excess of
the limitations on benefits and contributions imposed by Code
section 415. Excess-benefit Plan, if it is unfunded, therefore is a
-------------------
Nonqualified Pension Plan described in ERISA sections 3(36),
4(b)(5), and 4021(b)(8). Excess-benefit Plan, if it is funded,
-------------------
therefore, is a Nonqualified Pension Plan described in ERISA
sections 3(36), 201(7), 301(a)(9), and 4021(b)(8).
11.50. Fiduciary is defined in ERISA section 3(21) and means a person
---------
(defined in ERISA section 3(9) to include an individual,
partnership, joint venture, corporation, mutual company, joint-
stock company, trust, estate, unincorporated organization,
association, or employee organization) described in any of this
section's subsections, but only to the extent that the subsection is
true as to that person.
(a) The person exercises any discretionary authority or
discretionary control respecting management of this Plan
or exercises any authority or control respecting
management or disposition of Plan Assets.
(b) The person renders investment advice for a fee or other
compensation, direct or indirect, for any moneys or other
11-15
<PAGE>
property of this Plan or the Trust Fund, or has any
authority or responsibility to do so.
(c) The person has discretionary authority or discretionary
responsibility in the administration of this Plan.
(d) The person accepts the designation from any Named
Fiduciary authorized to designate persons other than
Named Fiduciaries to carry out fiduciary responsibilities
according to this Plan.
As provided in ERISA sections 3(21) and 404(c)(1), Fiduciary
---------
does not include a Participant or a Beneficiary with respect to his
directions according to this Plan or a Trust Agreement when he
exercises control over the assets in his Account; nor does it
include an investment company registered under the Investment
Company Act of 1940 or the investment advisor of the investment
company merely because assets of the Trust Fund are invested in
securities issued by the investment company.
11.51. Financial Trigger Event
-----------------------
(a) Financial Trigger Event means an event described in this
-----------------------
Plan's exhibit entitled "Financial Trigger Events"; that
exhibit may be amended by the Sponsor without amending
this Plan, except during a Suspension Period, by delivery
of an amended exhibit to the Administrator. Until the
exhibit entitled "Financial Trigger Events" exists,
subsection (b) of this Plan's section is deemed to be that
exhibit.
(b) A Financial Trigger Event occurs if any of the
--------- ------- -----
circumstances described in any paragraph of this subsection
occurs.
11-16
<PAGE>
(1) The Sponsor fails to make any single payment or
series of payments due on its respective
indebtedness for money borrowed from entities in
the United States in the amount of Twenty Million
Dollars ($20,000,000.00) or more and for a term in
excess of one year (not including nonrecourse
indebtedness); and because of such failure that
indebtedness or any portion of that indebtedness
becomes due before its regular due date or before its
regularly scheduled dates of payments.
(2) The Sponsor's risk-based capital ratio (defined
according to the last sentence of this paragraph) for
Tier I capital (defined according to the last sentence
of this paragraph) as reported in any regularly
published consolidated financial statement of the
Sponsor is less than the minimum supervisory
standard set by the Federal Reserve Board. For
purposes of this paragraph, risk-based capital ratio
---------- ------- -----
and Tier I capital are defined in the Capital
------ -------
Adequacy Guidelines issued by the Federal Reserve
Board and the Comptroller of the Currency and
promulgated in Appendix A (Capital Adequacy
Guidelines for State Member Banks: Risk-based
Measure) to Part 208 (Membership of State Banking
Institutions in the Federal Reserve System) of Title
12 of the Code of Federal Regulations (1990), as
currently amended for the applicable time.
11.52. First-tier Trigger Event
------------------------
(a) First-tier Trigger Event means an event described in this
------------------------
Plan's exhibit entitled "First-tier Trigger Events"; that
exhibit may be amended by the Sponsor without amending
this Plan, except during a Suspension Period, by delivery
11-17
<PAGE>
of an amended exhibit to the Administrator. Until the
exhibit entitled "First-tier Trigger Events" exists,
subsection (b) of this Plan section is deemed to be that
exhibit.
(b) A First-tier Trigger Event occurs if the Sponsor's Board
---------- ------- -----
meets (whether at a regularly scheduled meeting or a
special meeting) to consider a proposal for a transaction
that, if consummated, would constitute a Second-tier
Trigger Event.
11.53. Fiscal Year means the Trust's tax year for federal income tax
-----------
purposes.
11.54. Forfeiture, Forfeit, and all variants refer to part of a Participant's
-------------------
entitlement under this Plan or any other Pension Plan to which he
is not yet entitled by operation of that Pension Plan (the portion
that is not Nonforfeitable is Forfeitable). All Forfeitures arising
under the Plan are allocated together with Employer contributions
according to the Plan section entitled "Forfeitures" (see Plan
section 5.03).
11.55. Fund and Trust Fund all refer to Plan Assets according to the
---- ----------
Plan section entitled "Trust Fund; General Amounts; Segregated
Amounts" (see Plan section 9.03).
11.56. General Amounts means the Trust Fund excluding Segregated
---------------
Amounts according to the Plan section entitled "Trust Fund;
General Amounts; Segregated Amounts" (see Plan section 9.03).
11.57. Hour of Service means each hour for which an Employee is paid
---------------
or is entitled to payment for the performance of duties for an
Employer or an ERISA Affiliate, as provided in Labor Regulation
section 2530.200b-2.
11-18
<PAGE>
11.58. Insurer means a licensed insurance company qualified according
-------
to ERISA section 403(b)(1) that may issue a Contract according
to the terms of this Plan.
11.59. Interested Person or Interested Party means each Employer, the
----------------- ----------------
Administrator, each Participant, and each Beneficiary of a
deceased Participant.
11.60. Introduction means the part of this document with that heading
------------
immediately preceding Plan article 1. The Introduction is a
substantive part of the Plan.
11.61. Investment Committee means the Fiduciary that is not an
--------------------
Investment Manager and that is named according to the Plan
section entitled "Investment Committee" (see Plan section 10.21
to act under one or more of the Plan's Trust Agreements to
advise or direct Trustee or co-Trustee investment actions.
11.62. Investment Fund means one of the investment media that the
---------------
Administrator announces are permissible funds among which a
Participant may direct the investment of his Account.
11.63. Investment Manager is defined in ERISA section 3(38). An
------------------
Investment Manager is a Fiduciary (other than a Trustee or
------------------
Named Fiduciary)
(a) who has the power to manage, acquire, or dispose of any
Plan asset;
(b) who either
(1) is registered as an investment adviser under the
Investment Advisers Act of 1940,
11-19
<PAGE>
(2) is a bank under the Investment Advisers Act of
1940, or
(3) is an insurance company qualified to perform
services described in subsection (a) under the laws
of more than one state (defined to include the
District of Columbia); and
(c) has acknowledged in writing that he is a Fiduciary as to
the Plan.
11.64. Leave of Absence means an individual's non-working period (but
----------------
without Separation from Service) granted by an Employer for
reasons relating to
(a) accident, sickness, or disability for which no benefits are
being paid under this Plan (including Maternity or
Paternity Leaves of Absence);
(b) job-connected education or training; or
(c) government service, including jury duty, whether elective
or by appointment.
In authorizing Leaves of Absence for sickness, disability,
maternity, education, or other purposes, this Plan does not require
an Employer to adopt a policy or uniformly apply any policy to
all individuals; an Employer may treat individuals under similar
circumstances in a different manner.
Any individual who leaves the employment of an Employer to
enter the service of the United States of America during a period
of national emergency or at any time through the operation of a
compulsory military service law is deemed to be on Leave of
Absence during the period of service and during any period after
11-20
<PAGE>
discharge from service in which re-employment rights are
guaranteed by law.
11.65. Majority-owned Subsidiary is defined in Rule 12b-2 of the
-------------------------
General Rules and Regulations under the Securities Exchange Act
of 1934, as amended as of January 1, 1990, which reads as
follows:
The term Majority-owned Subsidiary means a
-------------- ----------
subsidiary more than fifty percent of whose out-
standing securities representing the right, other
than as affected by events of default, to vote for
the election of directors, is owned by the sub-
sidiary's parent and/or one or more of the
parent's other Majority-owned Subsidiaries.
-------------- ------------
11.66. Maternity or Paternity Leave of Absence means an absence from
---------------------------------------
work for any period
(a) by reason of the pregnancy of the individual,
(b) by reason of the birth of a child of the individual,
(c) by reason of the placement of a child with the individual
in connection with the adoption of such child by such
individual, or
(d) for purposes of caring for such child for a period beginning
immediately following such birth or placement.
11.67. Minimum Vesting Age means Age eighteen.
-------------------
11.68. Named Fiduciary is defined in ERISA section 402(a)(2) and, as
---------------
to this Plan, means the Sponsor, the Administrator, the Standing
Committee (whenever there is one), the Alternate Administrator,
11-21
<PAGE>
the Investment Committee, each Trustee or co-Trustee for the
Plan's Trust Agreements, as well as a Fiduciary who, according
to the provisions of this Plan, is identified as a Named Fiduciary
by the Sponsor. This Plan's Named Fiduciaries include the
Primary Trustee and the Primary Administrator under the Crestar
Financial Corporation OMNI Trust Agreement.
11.69. Nonforfeitable is defined in ERISA section 3(19) and means a
--------------
claim obtained by a Participant or Beneficiary to the part of an
immediate or deferred benefit arising under this Plan from the
Participant's Service if the claim is unconditional and is legally
enforceable against this Plan, any Trust Fund, and any Trustee
(but a right to an Accrued Benefit derived from Employer
contributions is not treated as Forfeitable merely because the Plan
contains a provision described in ERISA section 203(a)(3)).
11.70. Nonqualified Pension Plan is a Pension Plan that does not meet
-------------------------
the Code's rules for Qualified Plans. A Nonqualified Pension
------------ -------
Plan may be an unfunded plan maintained by an employer
----
primarily for the purpose of providing deferred compensation for
a select group of management or highly compensated employees,
as described in ERISA sections 201(2), 301(a)(3), 401(a)(1), and
4021(b)(6), and may include both plans embodied in a formal
plan document and individual contractual arrangements with
employees and former employees. A Nonqualified Pension Plan
------------ ------- ----
may also be an Excess-benefit Plan or even a plan that is not an
Excess-benefit Plan and that is not described in ERISA
sections 201(2), 301(a)(3), 401(a)(1), and 4021(b)(6).
11.71. Normal Retirement Age means a Participant's sixty-fifth birthday.
---------------------
11.72. Normal Retirement Date, for any Pension Plan, means the normal
----------------------
retirement age under that Pension Plan or, if later, the earliest date
under that Pension Plan on which an individual participating in
11-22
<PAGE>
that Pension Plan may begin to receive the benefit required by
law to be Nonforfeitable as of his normal retirement age.
11.73. Parent is defined in Rule 12b-2 of the General Rules and
------
Regulations under the Securities Exchange Act of 1934, as
amended as of January 1, 1990, which reads as follows:
A Parent of a specified person is an affiliate
------
controlling such person directly, or indirectly
through one or more intermediaries.
11.74. Participant means any Employee or former Employee who has
-----------
begun participation in this Plan according to Plan article 2 and
whose Accounts have not been Forfeited, fully distributed to him,
or transferred in their entirety to another Pension Plan. A
Participant who is not a Covered Employee ceases to be a
Participant when his Account balance is zero. An individual
whose Account balance is greater than zero continues to be a
Participant for purposes of provisions relating to allocations of
earnings and losses to his Accounts, vesting in his Accounts, and
distributions from his Accounts; that individual, however, is a
Participant for purposes of allocations of Employer contributions
only as provided in Plan articles 3 and 4.
11.75. Party in Interest is defined in ERISA section 3(14) and means
-----------------
(a) any Fiduciary (including, but not limited to, any
Administrator, officer, Trustee or co-Trustee, or custodian),
counsel, or employee of this Plan;
(b) a person providing services to this Plan;
(c) an Employer;
11-23
<PAGE>
(d) an employee organization any of whose members are
covered by the Plan;
(e) an owner, direct or indirect, of fifty percent or more of
(1) the combined voting power of all classes of stock
entitled to vote or the total value of shares of all
classes of stock of a corporation,
(2) the capital interest or the profits interest of a
partnership, or
(3) the beneficial interest of a trust or unincorporated
enterprise
that is an Employer or an employee organization described
in subsection (d) under this Plan;
(f) a Relative of any individual described in subsections (a),
(b), (c), or (e);
(g) a corporation, partnership, trust, or estate of which (or in
which) fifty percent or more of
(1) the combined voting power of all classes of stock
entitled to vote or the total value of shares of all
classes of stock of such a corporation,
(2) the capital interest or the profits interest of such a
partnership, or
(3) the beneficial interest of such a trust or estate
is owned, directly or indirectly, or is held by persons
described in subsections (a), (b), (c), (d), or (e);
11-24
<PAGE>
(h) an employee, officer, director (or an individual having
powers or responsibilities similar to those of officers or
directors), or a ten-percent or more shareholder (directly or
indirectly) of this Plan or of a person described in
subsections (b), (c), (d), (e), or (g); or
(i) a ten-percent or more (directly or indirectly in capital or
profits) partner or joint venturer of a person described in
subsections (b), (c), (d), (e), or (g).
11.76. Pension Plan is defined in ERISA section 3(2) and, except as
------------
provided in ERISA section 3(2)(B), means any plan, fund, or
program ever established or maintained by an employer or by an
employee organization, or by both, to the extent that by its
express terms or as a result of surrounding circumstances that
plan, fund, or program--regardless of the method of calculating
the contributions made to the plan, the method of calculating the
benefits under of the plan, or the method of distributing benefits
from the plan--provides retirement income to employees or
results in a deferral of income by employees for periods extend-
ing to the termination of employment or beyond.
11.77. Person means any human being, firm, corporation, partnership, or
------
other entity. Person also includes any human being, firm,
------
corporation, partnership, or other entity as defined in sections
13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934, as
amended as of January 1, 1990, which read as follows:
When two or more persons act as a partnership,
limited partnership, syndicate, or other group for
the purpose of acquiring, holding, or disposing
of securities of an issuer, such syndicate or
group shall be deemed a Person for purposes of
------
this subsection.
11-25
<PAGE>
For purposes of this Plan, Person does not include the Sponsor or
------
any wholly-owned Subsidiary of the Sponsor, and Person does
------
not include any employee-benefit plan maintained by the Sponsor
or by any wholly-owned Subsidiary of the Sponsor, and any
person or entity organized, appointed, or established by the
Sponsor or by any Subsidiary for or pursuant to the terms of any
such employee-benefit plan, unless the Board determines that such
an employee-benefit plan or such person or entity is a Person.
11.78. Plan means this Excess-benefit Plan described in this document
----
and its appendixes and exhibits. The Plan includes each Trust
Agreement and the Trust Fund; but for ease of reference, Plan
----
generally refers to this Plan document (and appendixes and
exhibits), and Trust or Trust Agreement refers to the Trust
----- ---------------
Agreements operating in conjunction with this Plan.
11.79. Plan Asset, Plan Assets means any property of this Plan that must
-----------------------
be held in a Trust Fund or by an Insurer or as a Contract
according to ERISA section 403(a) and ERISA section 403(b).
Plan Asset includes property described by that term in ERISA
---- -----
section 403(a), even if as to that property the statutory
requirement that the property be held in trust has not been
satisfied or even if the requirement does not apply to that
property because of the application of an exemption according to
ERISA section 403(b)(4).
11.80. Plan Committee means any multiple-person Fiduciary appointed
--------------
by the Sponsor or another Fiduciary according to the terms of this
Plan.
11.81. Plan Contract means a Contract that is a Plan Asset but not a
-------------
Trust Fund asset. A Contract held by the Sponsor or another
Employer is a Plan Contract.
11-26
<PAGE>
11.82. Plan Year, for this Plan, means the twelve-month period
---------
beginning with January 1 through the last day of December. For
any other Pension Plan, it means the twelve-month period on
which its records are kept, as defined in ERISA section 3(39).
11.83. Predecessor Plan means a plan described in ERISA sec-
----------------
tion 203(b)(1)(C).
11.84. Primary Administrator has the same meaning as it has under the
---------------------
Crestar Financial Corporation OMNI Trust Agreement.
11.85. Primary Trustee has the same meaning as it has under the Crestar
---------------
Financial Corporation OMNI Trust Agreement.
11.86. Profit, for purposes of this Plan, means the Employers' total net
------
income from all preceding years and for the tax year for which
the determination is being made, determined by each Employer
on the basis of its books of account and in accordance with its
standard and customary accounting practices but before deduction
of taxes based on income and without reduction for any special
non-recurring item such as an extraordinary loss from the sale or
other disposition of any asset or reserve, and without reduction
for contributions to this Plan or any other Pension Plan or other
plan or method of providing deferred or year-end compensation
for the period for which the determination is being made.
11.87. Profit-sharing Plan, according to Treasury Regulation section
-------------------
1.401-1(b)(ii), means a Pension Plan that is established and
maintained by an employer to provide for the participation in his
profits by his employees or their beneficiaries. According to
Code section 401(a)(27), however, the question of whether a plan
is a Profit-sharing Plan is determined without regard to the
employer's current or accumulated profits and without regard to
whether the employer is a tax-exempt organization. This Plan is
11-27
<PAGE>
a Profit-sharing Plan that is not a Qualified Plan; it is a
Nonqualified Pension Plan that is a Profit-sharing Plan.
11.88. Qualified Plan or Qualified Trust refer to a plan or a trust
-------------- ---------------
maintained as part of a plan, in compliance with Code part I,
subchapter D, chapter 1, subtitle A.
11.89. Qualifying Employer Real Property is defined in ERISA
---------------------------------
section 407(d)(4). Parcels of Employer Real Property may be
Qualifying Employer Real Property even if part or all of that real
property is leased to one lessee (which may be an Employer or an
ERISA Affiliate) if
(a) a substantial number of the parcels are dispersed
geographically;
(b) each parcel of real property, together with improvements
on that parcel, is suitable (or adaptable without excessive
cost) for more than one use; and
(c) the acquisition and retention of that property complies with
the provisions of part 4 of title I of ERISA (other than
ERISA section 404(a)(1)(B) to the extent that it requires
diversification, and other than ERISA section 404(a)(1)(C),
ERISA section 406, and ERISA section 407(a)).
11.90. Qualifying Employer Security means an Employer's ERISA
----------------------------
Security, including a Employer Stock.
11.91. Related Entity means an Affiliate or a corporation that would be
--------------
an Affiliate if the phrase "at least eighty percent" in Code
section 1563(a) read "more than fifty percent" or an
unincorporated trade or business that would be an Affiliate if
Code section 414(c) were construed using the standard of "more
than fifty percent" instead of "at least eighty percent."
11-28
<PAGE>
11.92. Related Entity-maintained means, as to a Related Entity, the same
-------------------------
thing that Employer-maintained means to an Employer.
-------------------
11.93. Relative is defined in ERISA section 3(15) and means an indi-
--------
vidual's spouse, ancestor, lineal descendant, or spouse of a lineal
descendant.
11.94. Restoration Event means an event described in Plan section 8.10(g),
-----------------
which ends the Suspension Period.
11.95. Retire, Retires and all variants mean that a Participant Separates
------ -------
from Service because of Disability or after attaining Age fifty-
five.
11.96. Retirement means the act of Retiring or refers to periods after a
----------
person Retires.
11.97. Second-tier Trigger Event
-------------------------
(a) Second-tier Trigger Event means an event described in this
-------------------------
Plan's exhibit entitled "Second-tier Trigger Events"; that
exhibit may be amended by the Sponsor without amending
this Plan, except during a Suspension Period, by delivery
of an amended exhibit to the Administrator. Until the
exhibit entitled "Second-tier Trigger Events" exists,
subsection (b) of this Plan section is deemed to be that
exhibit.
(b) A Second-tier Trigger Event occurs if any of the
----------- ------- -----
circumstances described in any paragraphs of this
subsection occurs.
(1) the Sponsor enters into any agreement with a Person
that involves the transfer of ownership of the
Sponsor or of all or at least fifty percent of the
11-29
<PAGE>
Sponsor's total assets on a consolidated basis, as
reported in the Sponsor's consolidated financial
statements (filed with the Securities and Exchange
Commission including an agreement for the acquisi-
tion of the Sponsor by merger, consolidation, or
statutory share exchange--regardless of whether the
Sponsor is intended to be the surviving or resulting
entity after the merger, consolidation, or statutory
share exchange--or for the sale of substantially all
of the Sponsor's assets to that Person), and
(A) the agreement does not include provisions
requiring that the Person must maintain all of
the Associated Plans and their benefits
according to each Associated Plan's terms on
the date that the agreement is entered into; or
(B) the agreement does not include provisions
requiring that the Person must establish or
maintain employee-benefit plans that cover
all of the Associated Plans' participants on
the date that the agreement is entered into
and that provides benefits that are at least
equal to the Associated Plans' benefits
according to the Associated Plans' terms on
the date that the agreement is entered into, as
determined by the Administrator applying a
standard derived from ERISA section 208; or
(C) the agreement satisfies the requirements of
paragraph (A) or (B), but does not also
provide that those provisions survive the con-
summation of any transaction (including a
merger, consolidation, statutory share
exchange, or sale transaction) so that any
11-30
<PAGE>
participant may enforce those provisions
against the Person; or
(D) the agreement satisfies the requirements of
paragraphs (A) or (B) and (C), but, in fact,
the Person does not maintain each Associated
Plan or the Person does not establish or
maintain employee-benefit plans that cover
all Associated Plans' participants on the date
that the agreement is entered into and that
provides benefits that are at least equal to the
Associated Plans' benefits according to the
Associated Plans' terms on the date that the
agreement is entered into and as determined
by the Administrator applying a standard
derived from ERISA section 208.
(2) Any Person is or becomes an Acquiring Person
described in Plan section 11.03(a).
(3) During any period of two consecutive calendar
years, the Continuing Directors cease for any reason
to constitute a majority of the Board.
For purposes of this subsection, a Second-tier Trigger
Event occurs on the closing date of an agreement described
in paragraph (1)(A), (1)(B), or (1)(C) or on the date of
breach of an agreement, as described in paragraph (1)(D);
on the date of public disclosure that a Person has become
an Acquiring Person, as described in paragraph (2); or on
the date that the Continuing Directors cease to constitute
a majority of the Board, as described in paragraph (3).
11.98. Security is defined in ERISA section 3(20) and means the same
--------
as it does under section 2(1) of the Securities Act of 1933, 15
11-31
<PAGE>
U.S.C. 77B(1), except when it refers to an Employer Security. A
contract to which ERISA section 408(b)(5) applies is not treated
as a Security for purposes of this Plan.
11.99. Segregated Amounts means Trust Fund assets or Plan Assets that
------------------
are otherwise required by this Plan or a Trust Agreement to be
credited with investment gains and losses separately from the
remaining assets in the Trust Fund according to the Plan section
entitled "Trust Fund; General Amounts; Segregated Amounts" and
the Plan section entitled "Segregated Amounts" (see Plan sec-
tions 9.03 and 9.04(d)). A Segregated Amount is not the same as
an Account or an Investment Fund; a Segregated Amount may be
one or more named Accounts, or it may merely be a part of the
Trust Fund identified for special treatment.
11.100. Separation, Separation from Service, and all variants mean the
---------- -----------------------
cessation of the employer-employee relationship as that
relationship is defined for Federal Insurance Contribution Act
(FICA) determinations on whether compensation is wages.
Specifically, the relationship of employer-employee ceases when
it no longer exists for federal employment tax purposes or when
it no longer satisfies those applicable Employment Tax
regulations, including section 31.3401(c)-1 of the Employment
Tax regulations. An individual Separates from Service when he
dies, Retires, has a Disability, quits, or is discharged.
11.101. Service means employment by an Employer unless otherwise
-------
specified. For purposes of vesting as specified in this Plan,
however, a Participant does not receive additional Vesting Credits
for periods in which he is on a Leave of Absence (including
Maternity or Paternity Leaves of Absence) or is otherwise not
currently on active employment with an Employer. An Employee
on Leave of Absence for sickness or disability or other purposes
authorized by an Employer does not lose his status if he was an
Active Participant, and an Employee on Leave of Absence on the
11-32
<PAGE>
last day of the applicable computation period is deemed to be in
the employ of his Employer.
11.102. Special Trustee means the Investment Committee acting as a co-
---------------
Trustee according to Plan article 9.
11.103. Sponsor means Crestar Financial Corporation.
-------
11.104. Sponsor-maintained refers to each employee-benefit plan directly
------------------
or indirectly established according to law or continued by the
Sponsor. It includes all relevant Qualified Plans and Nonqualified
Pension Plans whether or not the plans have been terminated.
11.105. Sponsor's Designee means the Sponsor's Compensation and
------------------
Benefits Manager or such other Sponsor officer as the Sponsor
may designate.
11.106. Spouse means the individual legally married to a Participant
------
(according to the laws of the individual's domicile), but that
individual is not a Spouse after the marriage to the Participant is
legally ended.
11.107. Standing Committee means a Named Fiduciary that may be
------------------
appointed according to Plan article 10 to exercise powers and
duties described in this Plan and in articles 2 and 6 of the Crestar
Financial Corporation OMNI Trust Agreement.
11.108. Subsidiary is defined in Rule 12b-2 of the General Rules and
----------
Regulations under the Securities Exchange Act of 1934, as
amended as of January 1, 1990, which reads as follows:
A Subsidiary of a specified person is an affiliate
----------
controlled by such person directly, or indirectly
through one or more intermediaries.
11-33
<PAGE>
11.109. Surviving Spouse means a Participant's Spouse at the time of that
----------------
Participant's death.
11.110. Suspense Account means an Asset-transfer Suspense Account or
----------------
an Employer-designated Suspense Account.
11.111. Suspension Period means the time after one Trigger Event and
-----------------
before the effects of all Trigger Events have been reversed by
Restoration Events.
11.112. Transfer Contribution means an Employer contribution described
---------------------
in the Plan section entitled "Transfers" (see Plan section 3.06).
11.113. Trigger Event means a First-tier Trigger Event, a Second-tier
-------------
Trigger Event, or a Financial Trigger Event.
11.114. Trust, Trust Fund, and Fund, for purposes of this Plan, refer to
----------------- ----
any trust fund established for this Plan and governed by the Trust
Agreements executed to be used with this Plan according to the
Plan section entitled "Trust Agreements" (see Plan section 9.02).
For some purposes, reference is made to General Amounts and to
---------------
Segregated Amounts, which are two components totaling the
------------------
Trust Fund. These two components are more specifically
described in this Plan section's subsections. Although Trust
-----
refers to the relationship (between a Trustee and the Trust Fund)
governed by the Trust Agreements, the context may indicate that
the term is being used to mean the Trust Fund.
(a) Some assets are treated unlike other amounts in the Trust
Fund because their gains and losses are allocated to
Accounts that hold those assets, and such segregated assets
are referred to as Segregated Amounts.
---------- -------
(b) The term General Amounts means the entire Trust Fund
------- -------
reduced by the Segregated Amounts. All segregated assets
11-34
<PAGE>
must be in one or more trusts established exclusively for
segregated assets, all of which will be part of the Trust
Fund, but may be referred to as Segregated Amounts.
---------- -------
11.115. Trust Agreement means any agreement executed by a Trustee or
---------------
co-Trustee and the Sponsor to be used by this Plan as a funding
vehicle (to hold Plan Assets), including amendments adopted
according to its terms and the provisions of this Plan.
11.116. Trustee, for purposes of the Plan, means one or more individuals
-------
or entities so designated in a Trust Agreement. Trustee also
-------
means successors designated according to a Trust Agreement. A
co-Trustee is one of a multiple-entity Trustee under a Trust
----------
Agreement.
11.117. Valuation Date, for this Plan, means the last day of each Plan
--------------
Year and any other date determined by the Administrator.
11.118. Welfare Plan means an employee-benefit plan established by an
------------
employer to provide welfare benefits (as defined in Code section
419(e)(2)) as defined in ERISA section 3(1) and Labor Regulation
section 2510.3-1. After such a determination, Welfare Plan does
------- ----
not include any employee-benefit plan that only provides benefits
determined by a court of competent jurisdiction to be deferred
compensation, and does not include any portion of any employee-
benefit plan that provides benefits determined by a court of
competent jurisdiction to be deferred compensation, in both cases
even though those benefits might be designated as welfare
benefits by the governing plan document. As necessary to deter-
mine whether any employee-benefit plan (or a portion of any
employee-benefit plan) qualifies as a Welfare Plan, the Sponsor
or any Employer may rely on the Code, regulations, published
positions of the Internal Revenue Service or the published
positions of the Department of Labor or may seek an opinion of
counsel.
11-35
<PAGE>
EXHIBIT 1.07(b)
---------------
Roster of Employers
-------------------
Crestar Financial Corporation
Crestar Bank MD
Crestar Bank N.A.
Crestar Bank
Crestar Insurance Agency, Inc.
Crestar Securities Corporation
Crestar Mortgage Corporation
Capitoline Investment Services Incorporated
<PAGE>
ADOPTION OF PLAN
----------------
As evidence of its adoption of the Plan as amended and restated in this
document, Crestar Financial Corporation, the Sponsor, has caused this
document to be signed by its duly authorized officer as of December 26,
1990.
CRESTAR FINANCIAL CORPORATION
By:
-------------------------
<PAGE>
EXHIBIT 10(ag)
CRESTAR FINANCIAL CORPORATION
PERMANENT EXECUTIVE BENEFIT PLAN
As Amended And Restated
Effective December 26, 1990
<PAGE>
TABLE OF CONTENTS
-----------------
Section Page
- ------- ----
INTRODUCTION . . . . . . . . . . . . . . Introduction-1
ARTICLE 1
GENERAL. . . . . . . . . . . . . . . . . . . . . . . .1-1
1.01. Plan Creates No Separate Rights. . . . . . . .1-1
(a) Rights only by statute. . . . . . . . . .1-1
(b) No employment rights. . . . . . . . . . .1-1
1.02. Delegation of Authority. . . . . . . . . . . .1-2
(a) Sponsor . . . . . . . . . . . . . . . . .1-2
(b) Other Employers . . . . . . . . . . . . .1-2
(c) Administrator's Rules . . . . . . . . . .1-2
1.03. Limitation of Liability. . . . . . . . . . . .1-2
(a) Section governs . . . . . . . . . . . . .1-2
(b) Individual liability. . . . . . . . . . .1-2
(c) Co-Fiduciary liability. . . . . . . . . .1-2
(d) Co-Trustee relationship . . . . . . . . .1-3
(e) Allocating and delegating . . . . . . . .1-3
(f) Release . . . . . . . . . . . . . . . . .1-3
1.04. Legal Action . . . . . . . . . . . . . . . . .1-3
1.05. Benefits Supported Only by Plan Contracts
and Trust Fund . . . . . . . . . . . . . . . .1-4
1.06. Administration Standards . . . . . . . . . . .1-5
1.07. Plan Sponsor and Other Employers . . . . . . .1-5
i
<PAGE>
TABLE OF CONTENTS
-----------------
Section Page
- ------- ----
(a) Sponsor . . . . . . . . . . . . . . . . .1-5
(b) Other Employers . . . . . . . . . . . . .1-6
1.08. Method of Participation. . . . . . . . . . . .1-6
ii
<PAGE>
TABLE OF CONTENTS
-----------------
Section Page
- ------- ----
1.09. Withdrawal by Employer . . . . . . . . . . . .1-6
(a) Notice. . . . . . . . . . . . . . . . . .1-6
(b) Division of Plan Assets . . . . . . . . .1-6
(c) No prohibited purpose . . . . . . . . . .1-7
1.10. Tax Year . . . . . . . . . . . . . . . . . . .1-7
1.11. Suspension Periods . . . . . . . . . . . . . .1-8
ARTICLE 2
PARTICIPATION. . . . . . . . . . . . . . . . . . . . .2-1
2.01. Conditions of Participation. . . . . . . . . .2-1
2.02. Employment and Eligibility Status Changes. . .2-1
(a) Changing to non-Covered Employee. . . . .2-1
(b) Changing to Covered Employee. . . . . . .2-1
2.03. Renewed Participation. . . . . . . . . . . . .2-2
2.04. Determination of Eligibility . . . . . . . . .2-2
2.05. Enrollment . . . . . . . . . . . . . . . . . .2-2
(a) Application . . . . . . . . . . . . . . .2-2
(b) Acknowledgement . . . . . . . . . . . . .2-2
(c) Benefit exhibits. . . . . . . . . . . . .2-3
(d) Participants, Active Participants . . . .2-3
2.06. Certification of Participation . . . . . . . .2-3
iii
<PAGE>
TABLE OF CONTENTS
-----------------
Section Page
- ------- ----
2.07. Suspension Periods . . . . . . . . . . . . . .2-4
(a) Suspension of powers. . . . . . . . . . .2-4
(b) Exercise of powers. . . . . . . . . . . .2-4
2.08. Administrator-directed Participation . . . . .2-5
ARTICLE 3
CONTRIBUTIONS. . . . . . . . . . . . . . . . . . . . .3-1
3.01. Suspension Periods . . . . . . . . . . . . . .3-1
3.02. General Provisions on Employer Contributions .3-1
(a) Section is primary. . . . . . . . . . . .3-1
(b) Qualification intended. . . . . . . . . .3-1
(c) Questioned qualification. . . . . . . . .3-1
(d) Pension Benefit Guaranty Corporation
determination . . . . . . . . . . . . . .3-2
(e) Deductions intended . . . . . . . . . . .3-2
(f) Mistake of fact . . . . . . . . . . . . .3-3
(g) Exclusive purpose . . . . . . . . . . . .3-3
(h) Determining contributions . . . . . . . .3-3
(i) Contributing. . . . . . . . . . . . . . .3-3
(j) Cash or property. . . . . . . . . . . . .3-4
(k) No Profit required. . . . . . . . . . . .3-4
(l) Administrator's discretion. . . . . . . .3-4
(m) Administrator's Rules . . . . . . . . . .3-4
3.03. Cash and Non-cash Contributions. . . . . . . .3-4
(a) Non-cash contributions allowed, but
Insurer or Trustee has veto . . . . . . .3-4
iv
<PAGE>
TABLE OF CONTENTS
-----------------
Section Page
- ------- ----
(b) Value of non-cash contributions . . . . .3-5
(c) Specific forms allowed. . . . . . . . . .3-5
3.04. Benefit Reserve. . . . . . . . . . . . . . . .3-6
(a) Additions to Benefit Reserve. . . . . . .3-6
(b) Reductions of Benefit Reserve . . . . . .3-6
(c) Directions relating to Benefit Reserve. .3-6
3.05. Basic Contribution . . . . . . . . . . . . . .3-6
3.06. Transfers. . . . . . . . . . . . . . . . . . .3-6
(a) General . . . . . . . . . . . . . . . . .3-6
(b) Administrator-directed Transfer
Contributions . . . . . . . . . . . . . .3-7
(c) Source of Administrator-directed
Transfer Contributions. . . . . . . . . .3-8
(d) Amount of Administrator-directed
Transfer Contributions . . . . . . . . .3-10
(e) Administrator-directed Forfeitures. . . 3-11
3.07. Participant Contributions. . . . . . . . . . 3-12
ARTICLE 4
ALLOCATIONS. . . . . . . . . . . . . . . . . . . . . .4-1
4.01. General Allocation Rules . . . . . . . . . . .4-1
(a) Suspension Periods. . . . . . . . . . . .4-1
(b) Unallocated assets. . . . . . . . . . . .4-1
(c) Non-cash contributions. . . . . . . . . .4-1
4.02. Accounts . . . . . . . . . . . . . . . . . . .4-1
v
<PAGE>
TABLE OF CONTENTS
-----------------
Section Page
- ------- ----
(a) Suspense Accounts . . . . . . . . . . . .4-1
(b) Other Named Accounts generally. . . . . .4-2
4.03. Basic Contribution Allocations . . . . . . . .4-2
(a) Sponsor designation . . . . . . . . . . .4-2
(b) Failure to designate. . . . . . . . . . .4-2
4.04. Allocations from Asset-transfer Suspense
Account. . . . . . . . . . . . . . . . . . . .4-3
(a) Sponsor designation . . . . . . . . . . .4-3
(b) Failure to designate. . . . . . . . . . .4-3
(c) Administrator-directed allocations. . . .4-3
4.05. Allocations from Employer-designated
Suspense Account . . . . . . . . . . . . . . .4-3
(a) Sponsor designation . . . . . . . . . . .4-3
(b) Failure to designate. . . . . . . . . . .4-3
(c) Administrator-directed allocations. . . .4-4
4.06. Participant Contribution Allocations . . . . .4-4
ARTICLE 5
VESTING. . . . . . . . . . . . . . . . . . . . . . . .5-1
5.01. Suspension Periods . . . . . . . . . . . . . .5-1
5.02. Vested Benefits. . . . . . . . . . . . . . . .5-1
(a) Vesting . . . . . . . . . . . . . . . . .5-1
(b) No vesting. . . . . . . . . . . . . . . .5-1
(c) Nullifying Plan provisions. . . . . . . .5-1
5.03. Forfeitures. . . . . . . . . . . . . . . . . .5-2
vi
<PAGE>
TABLE OF CONTENTS
-----------------
Section Page
- ------- ----
(a) Basic rules governing time of
Forfeiture. . . . . . . . . . . . . . . .5-2
(b) Time of distributions in relationship
to time of Forfeiture . . . . . . . . . .5-3
(c) Allocation of Forfeitures . . . . . . . .5-3
5.04. Additional Provisions on Vested Benefits . . .5-3
(a) When section applies. . . . . . . . . . .5-3
(b) Nonforfeitable Accounts . . . . . . . . .5-3
(c) Full vesting. . . . . . . . . . . . . . .5-4
(d) Vesting Credits . . . . . . . . . . . . .5-4
ARTICLE 6
DISTRIBUTIONS. . . . . . . . . . . . . . . . . . . . .6-1
6.01. General Provisions on Benefits,
Distributions, Transfers . . . . . . . . . . .6-1
(a) Article controls; Suspension Periods. . .6-1
(b) Administrator authority and discretion. .6-1
(c) Discharge of liability. . . . . . . . . .6-1
(d) Transfers on notice from Sponsor. . . . .6-2
(e) Plan termination distributions. . . . . .6-2
(f) Special distributions allowed . . . . . .6-3
(g) Unclaimed benefits. . . . . . . . . . . .6-3
(h) Recapture of payments . . . . . . . . . .6-3
(i) Limits on assignment. . . . . . . . . . .6-4
(j) Garnishments. . . . . . . . . . . . . . .6-4
(k) Distributions to minors and
incompetents . . . . . . . . . . . . . .6-4
(l) General rule for valuing Accounts
for distributions . . . . . . . . . . . .6-5
(m) Administrator's valuation adjustment. . .6-5
(n) Two-part distributions. . . . . . . . . .6-5
vii
<PAGE>
TABLE OF CONTENTS
-----------------
Section Page
- ------- ----
6.02. Claims . . . . . . . . . . . . . . . . . . . .6-6
(a) Distributions without claims. . . . . . .6-6
(b) Claims to Administrator . . . . . . . . .6-6
(c) Administrator's response. . . . . . . . .6-6
(d) Denied claims . . . . . . . . . . . . . .6-6
6.03. Review of Claims . . . . . . . . . . . . . . .6-7
(a) Administrator's review. . . . . . . . . .6-7
(b) Possible hearing. . . . . . . . . . . . .6-7
(c) Review decision time limit. . . . . . . .6-8
(d) Allowances if a committee reviews . . . .6-8
(e) Determination final . . . . . . . . . . .6-9
6.04. Death Distributions. . . . . . . . . . . . . .6-9
(a) Amount to which section applies . . . . .6-9
(b) Ordering distribution . . . . . . . . . .6-9
(c) Valuing the Account . . . . . . . . . . .6-9
(d) Death before termination of employment. 6-10
(e) Death after termination of employment . 6-10
6.05. Distributions on Events. . . . . . . . . . . 6-10
(a) Administrator-directed distribution . . 6-10
(b) When section applies. . . . . . . . . . 6-10
(c) Allocation entitlements . . . . . . . . 6-11
(d) Delayed distribution. . . . . . . . . . 6-11
6.06. Methods of Distribution. . . . . . . . . . . 6-12
(a) Forms first . . . . . . . . . . . . . . 6-12
(b) Designation to Administrator. . . . . . 6-12
(c) Other provisions limit. . . . . . . . . 6-13
(d) Communicating requests. . . . . . . . . 6-13
viii
<PAGE>
TABLE OF CONTENTS
-----------------
Section Page
- ------- ----
(e) Methods . . . . . . . . . . . . . . . . 6-13
(f) Restrictions. . . . . . . . . . . . . . 6-14
(g) Change allowed. . . . . . . . . . . . . 6-14
(h) Emergency payments. . . . . . . . . . . 6-14
6.07. In-Service Withdrawals . . . . . . . . . . . 6-15
(a) Written request to Administrator. . . . 6-15
(b) Administrator or Sponsor's Designee
may require notice. . . . . . . . . . . 6-15
(c) Limited to Account value. . . . . . . . 6-15
(d) Forfeiture. . . . . . . . . . . . . . . 6-15
(e) Directing distributions . . . . . . . . 6-16
(f) Hardship withdrawals. . . . . . . . . . 6-16
(g) Two-year holdback . . . . . . . . . . . 6-17
(h) Hardships . . . . . . . . . . . . . . . 6-17
6.08. Special Distribution Provisions. . . . . . . 6-18
(a) When section applies. . . . . . . . . . 6-18
(b) Qualified Domestic Relations Orders . . 6-18
(c) Restrictions on immediate distributions
(1) Application of subsection. . . . . 6-19
(2) Explanation to Participant . . . . 6-19
(3) Time of consent. . . . . . . . . . 6-20
(4) Exceptions to consent rule . . . . 6-20
(d) Statutory distribution commencement
requirements . . . . . . . . . . . . . .6-20
(e) Spouse rights . . . . . . . . . . . . . 6-21
(f) Delayed distribution. . . . . . . . . . 6-22
(g) Voluntary Cash-out. . . . . . . . . . . 6-24
(h) Involuntary Cash-out. . . . . . . . . . 6-24
ix
<PAGE>
TABLE OF CONTENTS
-----------------
Section Page
- ------- ----
ARTICLE 7
DEATH. . . . . . . . . . . . . . . . . . . . . . . . .7-1
7.01. Proof of Death . . . . . . . . . . . . . . . .7-1
7.02. Designation of Beneficiary . . . . . . . . . .7-1
(a) Application of section. . . . . . . . . .7-1
(b) Beneficiaries . . . . . . . . . . . . . .7-1
ARTICLE 8
AMENDMENT, TERMINATION, AND MERGER . . . . . . . . . .8-1
8.01. Exercise of Powers . . . . . . . . . . . . . .8-1
(a) Source of powers. . . . . . . . . . . . .8-1
(b) Power to amend. . . . . . . . . . . . . .8-1
(c) General power to amend, terminate, or
transfer assets/liabilities . . . . . . .8-2
(d) Sponsor's powers suspended. . . . . . . .8-3
8.02. Amendment. . . . . . . . . . . . . . . . . . .8-3
(a) Sponsor . . . . . . . . . . . . . . . . .8-3
(b) No diversion or assignment. . . . . . . .8-4
(c) Administrative expenses, diversions,
and reversions. . . . . . . . . . . . . .8-5
(d) Termination limitation. . . . . . . . . .8-5
8.03. Plan Merger or Asset Transfer. . . . . . . . .8-5
(a) No reduction of benefits. . . . . . . . .8-5
(b) Sponsor's Designee's written directions .8-6
x
<PAGE>
TABLE OF CONTENTS
-----------------
Section Page
- ------- ----
(c) Administrator-directed transfers. . . . .8-6
8.04. Discontinuance of Contributions. . . . . . . .8-7
(a) Employers . . . . . . . . . . . . . . . .8-7
(b) Not a termination . . . . . . . . . . . .8-7
8.05. Termination. . . . . . . . . . . . . . . . . .8-8
(a) General termination rules . . . . . . . .8-8
(b) Notice. . . . . . . . . . . . . . . . . .8-8
(c) Termination as to specific
Participants or groups of Participants. .8-9
(d) Termination as to specific Plan
benefits. . . . . . . . . . . . . . . . .8-9
(e) Partial termination . . . . . . . . . . .8-9
(f) Allocation of Plan Assets . . . . . . . .8-9
(g) Liquidation . . . . . . . . . . . . . . 8-10
(h) Distributions . . . . . . . . . . . . . 8-10
(i) No further rights . . . . . . . . . . . 8-11
8.06. Effect of Employer Transactions. . . . . . . 8-11
8.07. Allocation of Plan Assets. . . . . . . . . . 8-12
(a) Application of subsections. . . . . . . 8-12
(b) Pre-termination allocations . . . . . . 8-12
(c) Application of ERISA section 4044 . . . 8-12
(d) Special benefits. . . . . . . . . . . . 8-12
8.08. Restrictions Applicable Under Certain
Circumstances . . . . . . . . . . . . . . . .8-13
8.09. Rules About Entities Exercising Powers . . . 8-13
(a) Exhibits. . . . . . . . . . . . . . . . 8-13
(b) Power to amend. . . . . . . . . . . . . 8-13
xi
<PAGE>
TABLE OF CONTENTS
-----------------
Section Page
- ------- ----
(c) Power to terminate. . . . . . . . . . . 8-14
(d) Power over mergers. . . . . . . . . . . 8-14
(e) Power over asset or liability
transfers . . . . . . . . . . . . . . .8-15
(f) Power to delegate . . . . . . . . . . . 8-15
(g) Other powers. . . . . . . . . . . . . . 8-15
(h) Relationship to other Plan provisions . 8-16
(i) Exercise of power. . . . . . . . . 8-16
8.10. Trigger Events, Restoration Events,
and Consequences . . . . . . . . . . . . . .8-17
(a) Application of section. . . . . . . . . 8-17
(b) Limitation on amendment and
termination rights . . . . . . . . . . .8-17
(c) Mergers and asset and liability
transfers . . . . . . . . . . . . . . ..8-17
(d) Consent to actions of Administrator . . 8-17
(e) Consent to actions of Committees. . . . 8-17
(f) Other powers suspended. . . . . . . . . 8-18
(g) Restoration Events. . . . . . . . . . . 8-18
ARTICLE 9
TRUST FUND AND RELATED RULES . . . . . . . . . . . . .9-1
9.01. Suspension Periods . . . . . . . . . . . . . .9-1
9.02. Trust Agreements . . . . . . . . . . . . . . .9-1
9.03. Trust Fund; General Amounts; Segregated
Amounts . . . . . . . . . . . . . . . . . . .9-1
(a) General . . . . . . . . . . . . . . . . .9-1
(b) Trusts and accounts . . . . . . . . . . .9-2
9.04. Valuation of Trust Fund. . . . . . . . . . . .9-3
(a) When section applies. . . . . . . . . . .9-3
xii
<PAGE>
TABLE OF CONTENTS
-----------------
Section Page
- ------- ----
(b) Conclusive. . . . . . . . . . . . . . . .9-3
(c) General Amounts . . . . . . . . . . . . .9-3
(d) Segregated Amounts. . . . . . . . . . . .9-3
(e) Investment Funds. . . . . . . . . . . . .9-3
(f) Separate investments. . . . . . . . . . .9-3
(g) Adjustments . . . . . . . . . . . . . . .9-4
9.05. Investment Options . . . . . . . . . . . . . .9-7
(a) When section applies. . . . . . . . . . .9-7
(b) Participant directions. . . . . . . . . .9-7
(c) Changes in investments. . . . . . . . . .9-7
9.06. Directing the Trustee. . . . . . . . . . . . .9-7
(a) When section applies. . . . . . . . . . .9-7
(b) Persons who deal with a Trustee or
co-Trustee . . . . . . . . . . . . . . .9-7
(c) Appraisals. . . . . . . . . . . . . . . .9-8
(d) Instructions regarding Employer
ERISA Securities . . . . . . . . . . . .9-8
(e) Compliance with Administrator's
directions . . . . . . . . . . . . . . .9-8
(f) Trustee's inability or unwillingness
to comply with directions . . . . . . . .9-8
9.07. Participant-Directed Investments . . . . . . .9-9
(a) When section applies. . . . . . . . . . .9-9
(b) Conditional effectiveness . . . . . . . .9-9
(c) Divestment. . . . . . . . . . . . . . . 9-10
(d) Participant directions limited. . . . . 9-10
(e) Communication of directions . . . . . . 9-11
(f) Directed investments. . . . . . . . . . 9-11
(g) Percentage limitations. . . . . . . . . 9-12
(h) Direction by Participants . . . . . . . 9-12
(i) Creation of funds . . . . . . . . . . . 9-13
xiii
<PAGE>
TABLE OF CONTENTS
-----------------
Section Page
- ------- ----
(j) Fund for Nondirected Accounts . . . . . 9-14
(k) Other Participant rights. . . . . . . . 9-14
(l) Separation from Service . . . . . . . . 9-14
(m) Post-employment rights. . . . . . . . . 9-15
(n) Trustee exoneration . . . . . . . . . . 9-15
(o) Participant-provoked appraisals . . . . 9-16
(p) Voting stock from Participant
directions . . . . . . . . . . . . . . .9-16
(q) Charges and expenses. . . . . . . . . . 9-16
9.08. Voting of Shares . . . . . . . . . . . . . . 9-17
(a) When section applies. . . . . . . . . . 9-17
(b) Trustee's exercise of rights
regarding Employer Securities . . . . . 9-17
(c) Taxation. . . . . . . . . . . . . . . . 9-17
(d) Information to Participants . . . . . . 9-18
ARTICLE 10
ADMINISTRATION . . . . . . . . . . . . . . . . . . . 10-1
10.01. Fiduciaries, Allocation of Responsibility. . 10-1
(a) Suspension Periods. . . . . . . . . . . 10-1
(b) Named Fiduciaries . . . . . . . . . . . 10-1
(c) Multiple-person Fiduciaries . . . . . . 10-1
(d) Sponsor . . . . . . . . . . . . . . . . 10-2
(e) Trustee . . . . . . . . . . . . . . . . 10-2
(f) Administrator . . . . . . . . . . . . . 10-2
(g) Alternate Administrator . . . . . . . . 10-3
(h) Standing Committee. . . . . . . . . . . 10-3
(i) Lack of designation . . . . . . . . . . 10-3
(j) Allocation of responsibility. . . . . . 10-4
xiv
<PAGE>
TABLE OF CONTENTS
-----------------
Section Page
- ------- ----
(k) Separate liability. . . . . . . . . . . 10-4
10.02. Administrator Appointment, Removal,
Successors, Except During a Suspension
Period . . . . . . . . . . . . . . . . . . . 10-4
(a) Application of section. . . . . . . . . 10-4
(b) Administrator appointment . . . . . . . 10-4
(c) Administrator resignation, removal. . . 10-4
(d) Successor Administrator appointment . . 10-5
(e) Successor Administrator-member
appointment . . . . . . . . . . . . . .10-5
(f) Qualification . . . . . . . . . . . . . 10-5
10.03. Administrator Appointment, Removal,
Successors During a Suspension Period. . . . 10-6
(a) Application of section. . . . . . . . . 10-6
(b) General . . . . . . . . . . . . . . . . 10-6
(c) Suspension of Sponsor's powers. . . . . 10-6
(d) Removal. . . . . . . . . . . . . . 10-6
(f) Resignation. . . . . . . . . . . . 10-8
(g) Successor appointment. . . . . . . 10-9
(h) Additional and successor
Administrator-members; continuing
service. . . . . . . . . . . . . . 10-9
(i) Qualification. . . . . . . . . . . 10-9
10.04. Alternate Administrator Appointment,
Removal, Successors, Except During a
Suspension Period . . . . . . . . . . . . .10-10
(a) Application of section. . . . . . . . .10-10
(b) Alternate Administrator appointment . .10-10
(c) Alternate Administrator resignation,
removal . . . . . . . . . . . . . . . .10-10
(d) Successor Alternate
Administrator-member appointment . . .10-11
(e) Qualification . . . . . . . . . . . . .10-11
xv
<PAGE>
TABLE OF CONTENTS
-----------------
Section Page
- ------- ----
10.05. Alternate Administrator Appointment,
Removal, Successors During a
Suspension Period . . . . . . . . . . . . .10-11
(a) Application of section. . . . . . . . .10-11
(b) Alternate Administrator appointment . .10-11
(c) Suspension of Sponsor's powers. . . . .10-12
(d) Removal; resignation. . . . . . . . . .10-12
(e) Additional and successor Alternate
Administrator-members; continuing
service . . . . . . . . . . . . . . . .10-12
(f) Qualification . . . . . . . . . . . . .10-12
10.06. Operation of Administrator . . . . . . . . .10-13
(a) Rules and guidelines. . . . . . . . . .10-13
(b) Records . . . . . . . . . . . . . . . .10-13
(c) Multiple-person Administrator's
acts and decisions. . . . . . . . . . .10-14
(d) Delegations by a multiple-person
Administrator . . . . . . . . . . . . .10-14
10.07. Standing Committee Appointment,
Succession, Operation . . . . . . . . . . .10-15
(a) Standing Committee generally. . . . . .10-15
(b) Appointment . . . . . . . . . . . . . .10-15
(c) Resignation, removal. . . . . . . . . .10-15
(d) Successor appointment . . . . . . . . .10-16
(e) Rules and guidelines. . . . . . . . . .10-16
(f) Records . . . . . . . . . . . . . . . .10-16
(g) Standing Committee's acts and
decisions . . . . . . . . . . . . . . .10-17
10.08. Other Fiduciary Appointment, Removal,
Successors, Except During a
Suspension Period . . . . . . . . . . . . .10-17
(a) Application of section. . . . . . . . .10-17
(b) Other Fiduciaries generally . . . . . .10-17
(c) Appointment . . . . . . . . . . . . . .10-18
(d) Resignation, removal. . . . . . . . . .10-18
xvi
<PAGE>
TABLE OF CONTENTS
-----------------
Section Page
- ------- ----
(e) Successor appointment . . . . . . . . .10-18
(f) Qualification . . . . . . . . . . . . .10-18
(g) Related parties . . . . . . . . . . . .10-19
10.09. Other Fiduciary Appointment, Removal,
Successors During a Suspension Period. . . .10-19
(a) Application of section. . . . . . . . .10-19
(b) Other Fiduciaries General . . . . . . .10-19
(c) General . . . . . . . . . . . . . . . .10-20
(d) Suspension of Sponsor's powers. . . . .10-20
(e) Removal by Administrator. . . . . . . .10-20
(f) Removal by other Fiduciary. . . . . . .10-20
(g) Resignation . . . . . . . . . . . . . .10-21
(h) Successor appointment . . . . . . . . .10-21
(i) Additional Fiduciaries;
continuing service. . . . . . . . . . .10-21
(j) Qualification . . . . . . . . . . . . .10-22
10.10. Operation of Multiple-Person Fiduciaries . .10-22
(a) Other Fiduciaries generally . . . . . .10-22
(b) Suspension Period . . . . . . . . . . .10-22
(c) Rules and guidelines. . . . . . . . . .10-22
(d) Records . . . . . . . . . . . . . . . .10-22
(e) Multiple-person Fiduciary's acts
and decisions . . . . . . . . . . . . .10-23
(f) Multiple-person Fiduciary's
delegation of authority. . . . . . . ..10-23
(g) Ministerial duties. . . . . . . . . . .10-23
10.11. Administrator's, Plan Committees'
Powers and Duties. . . . . . . . . . . . . .10-24
(a) Plan decisions. . . . . . . . . . . . .10-24
(b) Conclusive determination. . . . . . . .10-24
(c) Participation . . . . . . . . . . . . .10-25
xvii
<PAGE>
TABLE OF CONTENTS
-----------------
Section Page
- ------- ----
(d) Agents and advisors . . . . . . . . . .10-25
10.12. Discretion of Administrator, Plan
Committees . . . . . . . . . . . . . . . . .10-26
(a) Exclusive discretion. . . . . . . . . .10-26
(b) Waivers . . . . . . . . . . . . . . . .10-26
10.13. Records and Reports. . . . . . . . . . . . .10-26
(a) Reports . . . . . . . . . . . . . . . .10-26
(b) Records . . . . . . . . . . . . . . . .10-26
10.14. Payment of Expenses. . . . . . . . . . . . .10-27
10.15. Notification to Interested Parties . . . . .10-27
10.16. Notification of Eligibility. . . . . . . . .10-27
10.17. Other Notices. . . . . . . . . . . . . . . .10-28
10.18. Annual Statement . . . . . . . . . . . . . .10-28
10.19. Limitation of Administrator's and
Plan Committees' Liability . . . . . . . . .10-28
(a) Separate liability. . . . . . . . . . .10-28
(b) Indemnification . . . . . . . . . . . .10-28
(c) Fiduciaries . . . . . . . . . . . . . .10-29
10.20. Errors and Omissions . . . . . . . . . . . .10-29
10.21. Communication of Directions from
Participants . . . . . . . . . . . . . . . .10-30
10.22. Investment Committee . . . . . . . . . . . .10-30
xviii
<PAGE>
TABLE OF CONTENTS
-----------------
Section Page
- ------- ----
(a) Application of section. . . . . . . . .10-30
(b) Appointment, resignation, removal . . .10-30
(c) Investment Managers . . . . . . . . . .10-30
10.23. Selection of Investment Media. . . . . . . .10-31
(a) Discretion of Investment Committee. . .10-31
(b) Specific investment media . . . . . . .10-31
(c) Additional investment media . . . . . .10-31
10.24. Crestar Financial Corporation OMNI
Trust Agreement Fiduciaries. . . . . . . . .10-31
(a) Identification. . . . . . . . . . . . .10-31
(b) Removal . . . . . . . . . . . . . . . .10-32
(c) Appointment . . . . . . . . . . . . . .10-32
(d) Directions from Participating Plans'
administrators . . . . . . . . . . . .10-33
(e) Directions to Primary
Administrator . . . . . . . . . .10-33
ARTICLE 11
DEFINITIONS . . . . . . . . . . . . . . . . . . . . .11-1
11.01. Account . . . . . . . . . . . . . . . . . . .11-1
11.02. Accrued Benefit . . . . . . . . . . . . . . .11-1
11.03. Acquiring Person . . . . . . . . . . . . . .11-2
11.04. Active Participant . . . . . . . . . . . . .11-2
11.05. Administrator . . . . . . . . . . . . . . . .11-2
xix
<PAGE>
TABLE OF CONTENTS
-----------------
Section Page
- ------- ----
11.07. Affiliate . . . . . . . . . . . . . . . . . .11-3
11.08. Affiliate-maintained . . . . . . . . . . . .11-3
11.09. Age . . . . . . . . . . . . . . . . . . . . .11-3
11.010. Agreement . . . . . . . . . . . . . . . . . .11-3
11.11. Alternate Administrator . . . . . . . . . . .11-3
11.12. Alternate Payee . . . . . . . . . . . . . . .11-3
11.13. Annuity Starting Date . . . . . . . . . . . .11-4
11.14. Asset-transfer Suspense Account . . . . . . .11-4
11.15. Assignment or Alienation . . . . . . . . . .11-4
11.16. Associate . . . . . . . . . . . . . . . . . .11-5
11.17. Associated Plan . . . . . . . . . . . . . . .11-6
11.18. Basic Contribution . . . . . . . . . . . . .11-6
11.19. Beneficiary or Beneficiaries . . . . . . . .11-7
11.20. Benefit Reserve . . . . . . . . . . . . . . .11-7
11.21. Board or Board of Directors . . . . . . . . .11-7
11.22. Code . . . . . . . . . . . . . . . . . . . .11-7
xx
<PAGE>
TABLE OF CONTENTS
-----------------
Section Page
- ------- ----
11.23. Compensation . . . . . . . . . . . . . . . .11-7
11.24. Continuing Directors . . . . . . . . . . . .11-8
11.25. Contract . . . . . . . . . . . . . . . . . .11-9
11.26. Control, Controlling . . . . . . . . . . . .11-9
11.27. Control Affiliate . . . . . . . . . . . . . .11-9
11.28. Covered Employee . . . . . . . . . . . . . .11-10
11.29. Defined Benefit Plan or DBP. . . . . . . . .11-10
11.30. Defined Contribution Plan or DCP . . . . . .11-10
11.31. Disability . . . . . . . . . . . . . . . . .11-10
11.32. Domestic Relations Order . . . . . . . . . .11-10
11.33. Earliest Retirement Age. . . . . . . . . . .11-10
11.34. Early Retirement . . . . . . . . . . . . . .11-10
11.35. Earned Benefit . . . . . . . . . . . . . . .11-10
11.36. Earnings . . . . . . . . . . . . . . . . . .11-11
11.37. Effective Date . . . . . . . . . . . . . . .11-11
11.38. EIAP . . . . . . . . . . . . . . . . . . . .11-11
xxi
<PAGE>
TABLE OF CONTENTS
-----------------
Section Page
- ------- ----
11.39. Eligible Employee. . . . . . . . . . . . . .11-11
11.40. Eligible Individual Account Plan or EIAP . .11-11
11.41. Employee . . . . . . . . . . . . . . . . . .11-11
11.42. Employer . . . . . . . . . . . . . . . . . .11-12
11.43. Employer-designated Suspense Account . . . .11-12
11.44. Employer ERISA Security. . . . . . . . . . .11-12
11.45. Employer-maintained. . . . . . . . . . . . .11-12
11.46. Employer Real Property . . . . . . . . . . .11-12
11.47. Employer Security. . . . . . . . . . . . . .11-12
11.48. Employer Stock . . . . . . . . . . . . . . .11-12
11.49. Employer Stock Fund. . . . . . . . . . . . .11-13
11.50. Entry Date . . . . . . . . . . . . . . . . .11-13
11.51. ERISA. . . . . . . . . . . . . . . . . . . .11-13
11.52. ERISA Affiliate. . . . . . . . . . . . . . .11-13
11.53. ERISA Security . . . . . . . . . . . . . . .11-13
11.54. Excess-benefit Plan. . . . . . . . . . . . .11-13
xxii
<PAGE>
TABLE OF CONTENTS
-----------------
Section Page
- ------- ----
11.55. Fiduciary. . . . . . . . . . . . . . . . . .11-14
11.56. Financial Trigger Event. . . . . . . . . . .11-15
11.57. First-tier Trigger Event . . . . . . . . . .11-16
11.58. Fiscal Year. . . . . . . . . . . . . . . . .11-16
11.59. Forfeiture, Forfeit. . . . . . . . . . . . .11-16
11.60. Fund and Trust Fund. . . . . . . . . . . . .11-16
11.61. General Amounts. . . . . . . . . . . . . . .11-16
11.62. Hour of Service. . . . . . . . . . . . . . .11-16
11.63. Insurer. . . . . . . . . . . . . . . . . . .11-17
11.64. Interested Person or Interested Party. . . .11-17
11.65. Introduction . . . . . . . . . . . . . . . .11-17
11.66. Investment Committee . . . . . . . . . . . .11-17
11.67. Investment Fund. . . . . . . . . . . . . . .11-17
11.68. Investment Manager . . . . . . . . . . . . .11-17
11.69. Involuntary Cash-out . . . . . . . . . . . .11-18
11.70. Leave of Absence . . . . . . . . . . . . . .11-18
xxiii
<PAGE>
TABLE OF CONTENTS
-----------------
Section Page
- ------- ----
11.71. Majority-owned Subsidiary. . . . . . . . . .11-19
11.72. Maternity or Paternity Leave of Absence. . .11-19
11.73. Minimum Vesting Age. . . . . . . . . . . . .11-19
11.74. Named Fiduciary. . . . . . . . . . . . . . .11-19
11.75. Nonforfeitable . . . . . . . . . . . . . . .11-20
11.76. Nonqualified Pension Plan. . . . . . . . . .11-20
11.77. Normal Retirement Age. . . . . . . . . . . .11-20
11.78. Normal Retirement Date . . . . . . . . . . .11-20
11.79. Parent . . . . . . . . . . . . . . . . . . .11-20
11.80. Participant. . . . . . . . . . . . . . . . .11-21
11.81. Party in Interest. . . . . . . . . . . . . .11-21
11.82. Pension Plan . . . . . . . . . . . . . . . .11-22
11.83. Person . . . . . . . . . . . . . . . . . . .11-23
11.84. Plan . . . . . . . . . . . . . . . . . . . .11-23
11.85. Plan Asset, Plan Assets. . . . . . . . . . .11-23
11.86. Plan Committee . . . . . . . . . . . . . . .11-24
xxiv
<PAGE>
TABLE OF CONTENTS
-----------------
Section Page
- ------- ----
11.87. Plan Contract. . . . . . . . . . . . . . . .11-24
11.88. Plan Year. . . . . . . . . . . . . . . . . .11-24
11.89. Predecessor Plan . . . . . . . . . . . . . .11-24
11.90. Primary Administrator. . . . . . . . . . . .11-24
11.91. Primary Trustee. . . . . . . . . . . . . . .11-24
11.92. Profit . . . . . . . . . . . . . . . . . . .11-24
11.93. Profit-sharing Plan. . . . . . . . . . . . .11-24
11.94. Qualified Domestic Relations Order . . . . .11-25
11.95. Qualified Plan or Qualified Trust. . . . . .11-25
11.96. Qualifying Employer Real Property. . . . . .11-25
11.97. Qualifying Employer Security . . . . . . . .11-25
11.98. Related Entity . . . . . . . . . . . . . . .11-25
11.99. Related Entity-maintained. . . . . . . . . .11-26
11.100. Relative . . . . . . . . . . . . . . . . . .11-26
11.101. Restoration Event. . . . . . . . . . . . . .11-26
11.102. Retire, Retires. . . . . . . . . . . . . . .11-26
xxv
<PAGE>
TABLE OF CONTENTS
-----------------
Section Page
- ------- ----
11.103. Retirement . . . . . . . . . . . . . . . . .11-26
11.104. Second-tier Trigger Event. . . . . . . . . .11-26
11.105. Security . . . . . . . . . . . . . . . . . .11-28
11.106. Segregated Amounts . . . . . . . . . . . . .11-28
11.107. Separation, Separation from Service. . . . .11-29
11.108. Service. . . . . . . . . . . . . . . . . . .11-29
11.109. Severance from Service Date. . . . . . . . .11-29
11.110. Special Trustee. . . . . . . . . . . . . . .11-29
11.111. Sponsor. . . . . . . . . . . . . . . . . . .11-29
11.112. Sponsor-maintained . . . . . . . . . . . . .11-29
11.113. Sponsor's Designee . . . . . . . . . . . . .11-30
11.114. Spouse . . . . . . . . . . . . . . . . . . .11-30
11.115. Standing Committee . . . . . . . . . . . . .11-30
11.116. Subsidiary . . . . . . . . . . . . . . . . .11-30
11.117. Surviving Spouse . . . . . . . . . . . . . .11-30
11.118. Suspense Account . . . . . . . . . . . . . .11-30
xxvi
<PAGE>
TABLE OF CONTENTS
-----------------
Section Page
- ------- ----
11.119. Suspension Period. . . . . . . . . . . . . .11-30
11.120. Transfer Contribution. . . . . . . . . . . .11-30
11.121. Trigger Event. . . . . . . . . . . . . . . .11-30
11.122. Trust, Trust Fund, and Fund. . . . . . . . .11-30
11.123. Trust Agreement. . . . . . . . . . . . . . .11-31
11.124. Trustee. . . . . . . . . . . . . . . . . . .11-31
11.125. Valuation Date . . . . . . . . . . . . . . .11-31
11.126. Vesting Break. . . . . . . . . . . . . . . .11-31
11.127. Vesting Computation Period . . . . . . . . .11-31
11.128. Vesting Credit . . . . . . . . . . . . . . .11-32
11.129. Vesting Hold-out Year. . . . . . . . . . . .11-32
11.130. Vesting Period of Service. . . . . . . . . .11-32
11.131. Vesting Period of Severance. . . . . . . . .11-33
11.132. Vesting Rule of Parity . . . . . . . . . . .11-33
11.133. Vesting Service Spanning Rule. . . . . . . .11-33
11.134. Voluntary Cash-out . . . . . . . . . . . . .11-33
xxvii
<PAGE>
TABLE OF CONTENTS
-----------------
Section Page
- ------- ----
11.135. Welfare Plan . . . . . . . . . . . . . . . .11-33
11.136. Year of Service. . . . . . . . . . . . . . .11-34
xxviii
<PAGE>
INTRODUCTION
------------
Crestar Financial Corporation (the "Sponsor") adopted this Crestar Financial
Corporation Permanent Executive Benefit Plan (the "Plan") effective
January 1, 1989 (the "Effective Date"), and has amended and restated the
Plan as it appears in this document, effective December 26, 1990. The
Sponsor intends to cause the Plan to be maintained as a Defined
Contribution Plan according to section 3(34) of the Employee Retirement
Income Security Act of 1974 (excluding that Act's title II, "ERISA"), as an
Excess-benefit Plan according to ERISA section 3(36), and as an Eligible
Individual Account Plan according to ERISA section 407(d)(3). The
Sponsor intends that the Plan have assets (it is not to be classified as an
unfunded Excess-benefit Plan according to ERISA section 4(b)(5)). The
Sponsor intends to have this Plan's assets maintained principally as part of
the trust governed by the Crestar Financial Corporation OMNI Trust Agree-
ment for the sole and exclusive purposes of defraying reasonable expenses
of administering the Plan and providing benefits to qualifying Employees
(and their Beneficiaries) of the Sponsor and related Employers (the
"Employers").
The Employers' intent and purpose in causing this Plan to be maintained is
to provide benefits for certain Employees in excess of the limitations on
contributions and benefits imposed by section 415 of the Internal Revenue
Code of 1986 (the "Code"). Except to the extent required to satisfy Plan
section 2.07(b) or Plan section 2.08, an Employee cannot become a
Participant in this Plan unless he has accrued a benefit under an Employer-
maintained plan that satisfies the provisions of Code section 401(a) (a
"Qualified Plan"), which benefit at some time has been equal to that
Employee's maximum allowance under Code section 415(b), 415(c), or
415(e). The Sponsor has adopted the Plan as a Profit-sharing Plan, a plan
of deferred compensation with potential Employer contributions based on the
Employers' Profits.
Investments
-----------
The Sponsor may choose to encourage Participants to be involved in the
investment of their Plan accounts; when that happens, the Sponsor may
cause the Plan to permit Participants to direct the investment of their Plan
accounts into one or more funds, including a fund or funds consisting of the
Sponsor's stock.
<PAGE>
CRESTAR FINANCIAL CORPORATION
Permanent Executive Benefit Plan
As Amended And Restated
Effective December 26, 1990
Compliance Intended
-------------------
The Sponsor intends through this Plan to maintain a plan that satisfies the
provisions of ERISA section 3(34) and ERISA section 3(36) and through the
Crestar Financial Corporation OMNI Trust Agreement to maintain a trust to
which Employer contributions are deductible. The Sponsor intends that the
Plan will comply fully with all other applicable statutes and regulations
governing wages, compensation, and fringe employment benefits. All ques-
tions arising in the construction and administration of this Plan must be
resolved accordingly.
Qualifying Employer Securities
------------------------------
The Plan's Trustee and each co-Trustee is directed to accept any
contributions of qualifying employer securities as defined in ERISA
section 407(d)(5) from an Employer or, when so directed according to this
Plan, to otherwise lawfully (without legal penalties) acquire funds and
purchase Qualifying Employer Securities (as defined in the Plan) as soon as
prudently reasonable. That acquisition of Qualifying Employer Securities
may be in any transaction not prohibited (or if prohibited, also exempted) by
law, including borrowing to buy such Qualifying Employer Securities.
Definitions
-----------
Any word in this document with an initial capital not expected by ordinary
capitalization rules is a defined term. Definitions not found in the Plan are
in ERISA and regulations promulgated pursuant to ERISA (but the terms of
the statute prevail over any regulations) or in the Code and regulations
promulgated pursuant to the Code (but the terms of the statute prevail over
any regulations).
Governing Law, Construction
---------------------------
For construction, one gender includes all and the singular and plural include
each other. This Plan is construed, administered, and governed in all
Introduction -2
<PAGE>
respects under and by the laws of the Commonwealth of Virginia, except to
the extent that the laws of the United States of America have superseded
those state laws. The headings and subheadings in this Plan have been
inserted for convenience of reference only and are to be ignored in any
construction of the Plan provisions.
Introduction -3
<PAGE>
FINANCIAL TRIGGER EVENTS EXHIBIT
Effective December 18, 1992
----------------------------------
Plan section 11.56 defines the term "Financial Trigger Event." Under Plan
section 7.57(a), that term has the meaning set forth in a Plan exhibit
entitled "Financial Trigger Events"; when no such exhibit exists, that term
has the meaning set forth in Plan section 11.56(b).
Until December 18, 1992, the term "Financial Trigger Event" is defined by Plan
section 11.56(b). On December 18, 1992, the Sponsor's Board directed
appropriate officers to amend the plans associated with the OMNI Trust to
remove the definition of Financial Trigger Event. Acting pursuant to the
Board's direction, the Sponsor's Designee hereby creates this exhibit,
effective December 18, 1992. According to this exhibit (and despite Plan
section 11.56), the term "Financial Trigger Event" is no longer a defined term
under the Plan (in other words, a Financial Trigger Event cannot occur under
the Plan).
CRESTAR FINANCIAL CORPORATION
Date: By:
----------- ------------------------
Ross W. Dorneman
Sponsor's Designee
<PAGE>
FIRST-TIER TRIGGER EVENT EXHIBIT
Effective December 18, 1992
----------------------------------
In accordance with Plan section 11.57(a), the definition of First-tier Trigger
Event in this Exhibit replaces the definition of First-tier Trigger Event in
Plan section 11.57(b), effective December 18, 1992.
A First-tier Trigger Event occurs on the earlier of these two times:
------------------------
(1) a notice of a Board meeting (a regularly scheduled meeting or a
special meeting) is sent by the appropriate officers to the
Sponsor's Board, indicating a purpose of the meeting is to
consider a transaction that, if consummated, would constitute a
Second-tier Trigger Event; or
(2) the Sponsor's Board announces that it has met (whether at a
regularly scheduled meeting or a special meeting) to consider a
proposal for a transaction that, if consummated, would constitute
a Second-tier Trigger Event.
This exhibit is implemented by me as the Sponsor's Designee under the Plan
pursuant to action of the Board of Directors on December 18, 1992.
Date: By:
----------- ------------------------
Ross W. Dorneman
Sponsor's Designee
<PAGE>
ARTICLE 1
GENERAL
-------
1.01. Plan Creates No Separate Rights
-------------------------------
(a) Rights only by statute. The creation, continuation, or
-----------------------
change of the Plan, any Associated Plan, any Plan
Contract, any Trust Agreement, the Trust Fund (or any
fund, account, or trust), or any payment does not give a
person a non-statutory legal or equitable right against
(1) the Sponsor or any other Employer;
(2) any officer, agent, or other employee of any
Employer;
(3) any Trustee or any co-Trustee; or
(4) the Administrator, any Administrator-member, any
other Plan Committee, member of a Plan
Committee, or other Fiduciary.
Unless the law or this Plan explicitly provides otherwise,
rights under any Associated Plan or under any other
Employer-maintained employee-benefit plan (for example,
benefits upon an Employee's death, retirement, or other
termination) do not create any rights under this Plan to
benefits or continued participation under this Plan. The
fact that an individual is eligible to receive benefits under
this Plan does not create any rights under any Associated
Plan or under any other Employer-maintained employee-
benefit plan unless that plan or the law explicitly provides
otherwise.
1-1
<PAGE>
(b) No employment rights. The Plan, any Associated Plan,
---------------------
any Plan Contract, any Trust Agreement, and any Trust
Fund do not modify the terms of an Employee's or a
Participant's employment, except according to the
provisions of those documents; create no employment
rights and are not employment contracts between an
Employer and any Employee. The Plan is not an
inducement for anyone's employment or continued
employment.
1.02. Delegation of Authority
-----------------------
(a) Sponsor. The Sponsor's acts may be accomplished by the
--------
Sponsor's Designee or by any other person with
authorization from the Sponsor's Board. Acts by the
Sponsor's Designee are acts of the Sponsor and not acts of
an independent entity.
(b) Other Employers. Acts of an Employer other than the
----------------
Sponsor may be accomplished by any person with
authorization from that Employer's Board.
(c) Administrator's Rules. Subject to limitations in this Plan,
----------------------
the Sponsor's Designee or the Administrator may create
and publish original, additional, or revised Administrator's
Rules if that action is consistent with the Plan's provisions;
but the Administrator's Rules may not change the
Sponsor's or any other Employer's obligations under the
Plan (including contribution obligations). The Sponsor's
Designee may amend or eliminate an Administrator's Rules
provision created or revised by the Administrator.
1.03. Limitation of Liability
-----------------------
1-2
<PAGE>
(a) Section governs. A Fiduciary is not subject to suit or
----------------
liability in connection with this Plan or any Trust
Agreement or their operation, except according to this
section.
(b) Individual liability. A single-person Administrator, a Plan
---------------------
Committee, each member of any Plan Committee, each
Trustee, each co-Trustee, and any person employed by an
Employer is liable for that person's own acts or omissions.
(c) Co-Fiduciary liability. A single-person Administrator, a
-----------------------
Plan Committee, each member of any Plan Committee,
each Trustee, each co-Trustee, or any person employed by
an Employer is not liable for the acts or omissions of
another without knowing participation in the acts or
omissions, except by action to conceal an action or
omission of another while knowing the act or omission is
a breach, or by a failure to properly perform duties that
enables the breach to occur, or with knowledge of the
breach, failure to make reasonable efforts to remedy the
breach.
(d) Co-Trustee relationship. One Trustee or co-Trustee must
------------------------
use reasonable care to prevent another from committing a
breach; but all Trustees and co-Trustees need not jointly
manage or control any Plan Assets to the extent that
specific duties have been allocated among them in this
Plan or the Trust Agreements. A Trustee or co-Trustee is
not liable for actions or omissions when following the
specific directions of the Sponsor's Designee, the
Administrator, a Plan Committee, or a duly authorized and
appointed Investment Manager unless such directions are
improper on their face. If an Investment Manager has been
properly appointed, subject to subsection (c), a Trustee or
co-Trustee is not liable for the acts of the Investment
1-3
<PAGE>
Manager and does not have any investment responsibility
for assets under the management of the Investment Man-
ager.
(e) Allocating and delegating. A Fiduciary is not liable for the
--------------------------
actions of another to whom responsibility has been
allocated or delegated according to this Plan and the Trust
Agreements, unless--as the allocating or delegating
Fiduciary--it was imprudent in making the allocation or
delegation or in continuing the allocation or delegation,
except that a Fiduciary may be liable according to
subsections (c) and (d).
(f) Release. Each Employee releases each single-person
--------
Administrator, each Plan Committee, all members of any
Plan Committee, each Trustee, each co-Trustee, each
Employer, all officers and agents of each Employer, and all
agents of Fiduciaries from any and all liability or
obligation, to the extent release is consistent with the
provisions of this section.
1.04. Legal Action
------------
Except as explicitly permitted by statute, the Administrator, each
appropriate Plan Committee, each appropriate Trustee or co-
Trustee, each appropriate other Fiduciary, and the Sponsor are the
only necessary parties to any action or proceeding that involves
the Plan, any Trust Agreement, any property held as part of a
Trust Fund or another funding vehicle (including a Plan Contract)
under the Plan or that involves the administration of the Plan, an
Associated Plan, a Trust Fund, or another funding vehicle
(including a Plan Contract) under the Plan. No Employee or
former Employee or a Beneficiary or any person having or
claiming to have an interest in a Trust Fund, in another funding
vehicle (including a Plan Contract) under the Plan, or under an
1-4
<PAGE>
Associated Plan is entitled to notice of process. A final judgment
that is not appealable for any reason (including the passage of
time) and that is entered in an action or proceeding involving this
Plan is binding and conclusive on the parties to this Plan and all
persons having or claiming to have any interest in a Trust Fund,
in another funding vehicle (including a Plan Contract) maintained
for this Plan, or under the Plan.
1.05. Benefits Supported Only by Plan Contracts and Trust Fund
--------------------------------------------------------
Except as otherwise provided by statute, a person having any
claim under the Plan must look solely to the assets of the Trust
Fund and Plan Contracts for satisfaction. The Sponsor and each
Employer may contribute to Insurers, to the Trust Fund, or to
both to hold assets for this Plan, but each Participant's right to
assets from Plan Contracts or the Trust Fund is determined
according to the terms of those Plan Contracts, the Trust Fund's
Trust Agreements, and this Plan. To the extent provided in Con-
tracts, a Participant may look to an Insurer's assets for
satisfaction. To the extent provided in the Trust Fund's Trust
Agreement or Trust Agreements, a Participant may look to the
assets of the Trust Fund for satisfaction. This Plan's lettered
exhibits, as described in the Plan article 2 subsection entitled
"Benefit exhibits" (see Plan section 2.05(c)), each may identify
one or more sources from which the Accrued Benefit described
in that exhibit may be satisfied or must not be satisfied (including
reductions or offsets caused by payments from an Associated Plan
or a Welfare Plan). Except to the extent limited by one of this
Plan's lettered exhibits, and unless the Trust Fund's Trust
Agreement or Trust Agreements (or any other document or
documents governing payments from that Trust Fund) provides
otherwise, a Participant's right to benefits or other satisfaction
from the Trust Fund is reduced by identifiable payments (i.e.,
payments identified by the Sponsor's Designee as payments in
lieu of payments under this Plan) from or on behalf of the
1-5
<PAGE>
Sponsor, an Employer, or otherwise--and whether or not
accomplished under an Associated Plan or a Welfare Plan. Any
of this Plan's lettered exhibits may provide that the Accrued
Benefit described in that exhibit is intended--when paid--to
reduce or otherwise satisfy a Participant's rights to benefits or
other satisfaction under an Associated Plan (or even a Welfare
Plan). Because of the floor-offset arrangements potentially
available according to this Plan, the Sponsor's Designee may
cause payments from the Trust Fund according to this Plan to be
conditioned upon receipt of releases that prevent double payment.
Except to the extent limited by one of this Plan's lettered exhibits
or by the Sponsor's Designee, a Participant's right to benefits or
other satisfaction under an Associated Plan or otherwise from the
Sponsor and other Employers is reduced by identifiable payments
(i.e., payments identified by the Sponsor's Designee as payments
in lieu of payments under an Associated Plan or under a Welfare
Plan) from the Trust Fund. The same rules apply to satisfaction
from or by an Insurer to the extent that a Plan Contract so
provides.
1.06. Administration Standards
------------------------
To administer this Plan, the Administrator enjoys discretion to the
extent that this Plan, any relevant Plan Contract, and any Trust
Agreement do not specifically limit that discretion. The
Administrator especially may permit discrimination in favor of or
against the Employees who are officers, shareholders, or highly
compensated.
1.07. Plan Sponsor and Other Employers
--------------------------------
(a) Sponsor. This Plan's Sponsor is Crestar Financial
--------
Corporation, a Virginia corporation.
1-6
<PAGE>
(b) Other Employers. This Plan is designed to allow the
----------------
Sponsor's Related Entities to participate. At any time after
this Plan's Effective Date, the Employers identified on the
current roster of Employers (an exhibit to this Plan) are the
Employers; if there is no roster, the Sponsor is the only
Employer.
1.08. Method of Participation
-----------------------
With the Sponsor's Board's approval, any Related Entity of the
Sponsor may take appropriate action through its Board to become
a party to the Plan as an Employer. To become an Employer, the
Related Entity must adopt this Plan as a Pension Plan for its
employees. A Related Entity that is not named in this Plan
document and that becomes an Employer must promptly deliver
to each Trustee or co-Trustee designated by the Sponsor a copy
of the resolutions or other documents evidencing its adoption of
this Plan according to this Plan document and also a written
instrument showing the Sponsor's Board's approval of the
adopting entity's status as a party to the Plan and an Employer.
1.09. Withdrawal by Employer
----------------------
(a) Notice. Except during any Suspension Period and the ten
-------
years after that Suspension Period, an Employer may
withdraw from the Plan (no longer maintain the Plan as to
its Employees or former Employees) at any time upon the
Sponsor's approval. An Employer may not withdraw
during a Suspension Period or for as long after that
Suspension Period as the Plan may not be terminated
according to its terms.
(b) Division of Plan Assets. Upon receipt of an Employer's
------------------------
notice of withdrawal, the Administrator must determine for
the appropriate Insurers, Trustees, or co-Trustees the
1-7
<PAGE>
withdrawing Employer's Participants' equitable share of
Plan Assets, whether or not held in the Trust Fund. The
Administrator may rely conclusively on the determination
made by the counsel and advisors then employed on behalf
of the Plan. Each Insurer, Trustee, and co-Trustee must
then set aside from the portion of the Plan Assets within its
control such securities and other property as each deems,
in its sole discretion, to be equal in value to that amount
determined by the Administrator. If the Plan is to be
terminated as to the withdrawing Employer, which cannot
occur during a period in which this Plan cannot terminate
according to the Plan subsection entitled "General
termination rules" (see Plan section 8.05(a)), then the
amount set aside must be dealt with according to the Plan's
provisions about termination and Employers' successor
ownership. If the Plan is not to be terminated as to the
withdrawing Employer, each Insurer, Trustee, and co-
Trustee must either transfer the assets set aside to another
trust governed by an agreement between a Trustee or co-
Trustees and the withdrawing Employer or to a successor
trustee or to another Insurer, according to the
Administrator's directions; and the Sponsor must instruct
the Administrator according to this Plan's provisions on
Plan Asset transfers.
(c) No prohibited purpose. The segregation of Plan Assets
----------------------
upon an Employer's withdrawal or the execution of a new
contract or of a new agreement and declaration of trust
pursuant to any of the provisions of this Plan section must
not operate to permit any part of any Plan Assets (principal
or income) to inure to the benefit of any Employer or to be
held other than for the exclusive purposes of providing
benefits to Employees, Participants, and Beneficiaries and
defraying reasonable expenses of administering the Plan,
1-8
<PAGE>
except as allowed in this Plan's provisions on amendment,
termination, and Plan mergers or asset transfers.
1.10. Tax Year
--------
Although the Employers may each have a different tax year (an
Employer's own tax year is the determinative tax year for that
entity for all purposes unique to that entity), the Plan Year is the
fiscal year on which this Plan's records are kept.
1.11. Suspension Periods
------------------
This Plan article 1 and other articles in this Plan reserve to the
Sponsor certain discretionary authority and powers; all Sponsor
powers, however, are exercised by other Fiduciaries according to
this Plan during a Suspension Period. A reference to the Sponsor
or a reference to acts of the Sponsor's Designee in this Plan
article 1 or in any other Plan article in the context of a power is,
during any Suspension Period, a reference to the Fiduciary
authorized to exercise that power.
1-9
<PAGE>
ARTICLE 2
PARTICIPATION
-------------
2.01. Conditions of Participation
---------------------------
The remaining provisions of this Plan section are subject to the
Plan sections entitled "Suspension Periods" and "Administrator-
directed Participation" (see Plan sections 2.07 and 2.08). An
Employee may not begin participation in this Plan or continue as
an Active Participant while he is not a Covered Employee. An
Eligible Employee begins participation in this Plan on his Entry
Date. A Participant's Entry Date is the date set for that individ-
ual by the Sponsor's Designee. An individual does not have an
Entry Date (and cannot be a Participant) until the Sponsor's
Designee sets an Entry Date for him. If an Eligible Employee is
absent on his Entry Date because he is Separated from Service,
his participation in this Plan begins only after the Sponsor's
Designee sets a new Entry Date for him. If an Eligible Employee
is absent on his Entry Date for reasons other than a Separation
from Service (for example, vacation, sickness, disability, Leave
of Absence, or layoff), his participation in this Plan begins no
later than the day on which he returns to work and is credited
with an Hour of Service for the performance of duties as a
Covered Employee, effective as of the date that would have been
his Entry Date.
2.02. Employment and Eligibility Status Changes
-----------------------------------------
(a) Changing to non-Covered Employee. If a Participant does
---------------------------------
not Separate from Service but is no longer a Covered
Employee because of a job change or some other event, he
ceases to be a Covered Employee and an Active Participant
2-1
<PAGE>
at the end of the pay period in which that job change or
other event occurs.
(b) Changing to Covered Employee. If an Employee becomes
-----------------------------
a Covered Employee due to a change in his employment
status (for example, because of a job change or some other
event), and if the Sponsor does not establish another date
for that Employee, his status as a Covered Employee
begins on the date that is the end of the pay period in
which his status changes or that other event occurs, but he
does not become a Participant until the Sponsor's Designee
sets an Entry Date for him.
2.03. Renewed Participation
---------------------
Except as provided in this Plan article's subsection entitled
"Exercise of powers" (see Plan section 2.07(b)) and the Plan
section entitled "Administrator-directed Participation" (see Plan
section 2.08), a Participant who ceases to participate in the Plan,
as described in the Plan subsection entitled "Participants, Active
Participants" (see Plan section 2.05(d)), may again become a
Participant only according to the Plan section entitled "Conditions
of Participation" (see Plan section 2.01) or according to the Plan
section entitled "Changing to Covered Employee" (see Plan sec-
tion 2.02(b)).
2.04. Determination of Eligibility
----------------------------
The Administrator must determine each person's eligibility for
participation in the Plan. All good-faith determinations by the
Administrator are conclusive and binding on all persons for the
Plan Year in question, and there is no right of appeal except for
claims, as provided in this Plan.
2.05. Enrollment
----------
2-2
<PAGE>
(a) Application. An application to participate is not required,
------------
but each Employee and Participant must correctly disclose
all requested information necessary for the Administrator
to administer this Plan properly.
(b) Acknowledgement. In any claim form or similar
----------------
instrument adopted by the Administrator, as a condition of
receiving Plan benefits, an Employee or a Beneficiary may
be required to acknowledge the existence of and the terms
and conditions in the Plan and any Trust Agreements and
that copies of the Plan and any Trust Agreements have
been made available to him. The Administrator may
require an Employee or a Beneficiary to agree to abide by
the terms and conditions of this Plan and any Trust
Agreements.
(c) Benefit exhibits. This Plan's categories of benefits or
-----------------
detailed Account balances may vary widely among
Participants. To accommodate such individualized benefit
arrangements, the Sponsor's Designee and the
Administrator are authorized to create and maintain
individualized or group benefit arrangements described in
the Plan's lettered exhibits. Each lettered exhibit provides
the specific requirements for a Participant to be eligible for
Accrued Benefits described in that exhibit. A Participant
is not automatically entitled to Accrued Benefits from each
exhibit and is entitled to Accrued Benefits only according
to the provisions of the lettered Plan exhibits describing
this Plan's Accounts.
(d) Participants, Active Participants. A Participant in this Plan
----------------------------------
is either an Active Participant or a Participant with an
Accrued Benefit that has not yet been distributed or
consumed, been cancelled, or otherwise been satisfied.
Except for an Active Participant, who is a Covered
2-3
<PAGE>
Employee, an individual who is not identified in at least
one of this Plan's lettered exhibits is not a Participant. An
individual who is not a Covered Employee but who has
been an Active Participant and who accumulated Accrued
Benefits that are undistributed or otherwise unconsumed,
uncancelled, and unsatisfied is a Participant but not an
Active Participant. A Participant who is still a Covered
Employee is an Active Participant even if he has no
Accrued Benefits and is not identified in any of this Plan's
lettered exhibits describing Accounts.
2.06. Certification of Participation
------------------------------
As requested by the Employers, the Administrator must give each
Employer a list of Employees who became Participants since the
last list was given. As requested by an Employer after any Plan
Year, the Administrator must give that Employer a list of
Employees who were Active Participants for that Plan Year.
2.07. Suspension Periods
------------------
(a) Suspension of powers. This Plan article 2 reserves to the
---------------------
Sponsor certain discretionary authority and powers; all
Sponsor powers, however, are exercised by other
Fiduciaries according to this Plan during a Suspension
Period. A reference to the Sponsor or a reference to acts
of the Sponsor's Designee in this Plan article 2 in the
context of a power is, during any Suspension Period, a
reference to the Fiduciary authorized to exercise that
power.
(b) Exercise of powers. During any Suspension Period, the
-------------------
Plan must have at least one Participant. If at any time
during a Suspension Period the Plan has no Participants,
the Administrator must select a Participant according to
2-4
<PAGE>
this subsection's remaining provisions. The Participant
selected by the Administrator under this subsection must
not be a member of the Standing Committee (if there is
one), must qualify as an Excess-benefit Plan participant,
and must be the highest compensated participant among all
Associated Plan participants. If there is no such person,
then the Participant selected must be the individual who
would meet the prior sentence's qualifications if he were
not a member of the Standing Committee (if there is one).
If there is no such person, then despite the first sentence of
the Plan subsection entitled "Qualification intended" (see
Plan section 3.02(b)), the Participant selected must be that
individual who is at least ten years away from Normal
Retirement Age and who otherwise has the highest total of
Accrued Benefits under all Associated Plans that are not
"Participating Plans" according to the Crestar Financial
Corporation OMNI Trust Agreement. For purposes of the
prior sentence, an individual's total Accrued Benefits under
those Associated Plans is valued at present value (under
any assumptions set by the Administrator) and as if those
plans were fully funded with assets allocated to
participants' accounts (i.e., those unfunded plans' benefit
promises are measured as Accrued Benefits).
2.08. Administrator-directed Participation
------------------------------------
If the Plan subsection entitled "Administrator-directed transfers"
(see Plan section 8.03(c)) requires the Administrator to direct that
a transfer instead take the form of a payment or payments to an
individual entitled to overdue benefit payments, then the
Administrator must designate that individual as a Participant. An
individual designated as a Participant under this Plan section
enters the Plan on the date established by the Administrator and
is not subject to the Plan section entitled "Conditions of
Participation" (see Plan section 2.01) or the Plan section entitled
2-5
<PAGE>
"Employment and Eligibility Status Changes" (see Plan
section 2.02).
2-6
<PAGE>
ARTICLE 3
CONTRIBUTIONS
-------------
3.01. Suspension Periods
------------------
This Plan article 3 reserves to the Sponsor certain discretionary
authority and powers; all Sponsor powers, however, are exercised
by other Fiduciaries according to this Plan during a Suspension
Period. A reference to the Sponsor or a reference to acts of the
Sponsor's Designee in this Plan article 3 in the context of a
power is, during any Suspension Period, a reference to the
Fiduciary authorized to exercise that power.
3.02. General Provisions on Employer Contributions
--------------------------------------------
(a) Section is primary. This Plan's provisions on Employer
-------------------
contributions are all subject to the provisions of this
section and to the provisions of any Administrator's Rules
authorized by this section.
(b) Qualification intended. Except to the extent required to
-----------------------
satisfy the Plan subsection entitled "Exercise of powers"
(see Plan section 2.07(b)) or the Plan section entitled
"Administrator-directed Participation" (see Plan
section 2.08), the Employers intend that the Plan will
always qualify as an Excess-benefit Plan under ERISA
section 3(36) and as an EIAP. The Employers intend that
the Plan will always qualify as a Defined Contribution Plan
under ERISA section 3(34). The Employers also intend
that the Plan or any part of the Plan will never be a
Defined Benefit Plan or a successor plan (according to
ERISA section 4021(a)).
3-1
<PAGE>
(c) Questioned qualification. If the Plan as reflected in this
-------------------------
document (including any Administrator's Rules) does not
qualify as a Defined Contribution Plan under ERISA sec-
tion 3(34), or if the Plan is determined to be a successor
plan (according to ERISA section 4021(a)), or if the
Department of Labor or the Pension Benefit Guaranty
Corporation conditions any requested or required opinions
about the Plan on amendments, caveats, or conditions not
acceptable to the Sponsor, then the Sponsor must amend
this Plan or any related Trust Agreement or revoke and
annul any amendment in any manner deemed necessary to
effect a favorable determination or opinion; until the time
permitted in the Plan subsection entitled "General termina-
tion rules" (see Plan section 8.05(a)), the Sponsor may not
withdraw its sponsorship and terminate the Plan or any
related Trust Agreement or liquidate the Trust Fund.
(d) Pension Benefit Guaranty Corporation determination.
---------------------------------------------------
Despite any provisions of this Plan to the contrary, a
Participant or Beneficiary has no right or claim to any Plan
Asset or any other asset in any Trust Fund relating to any
benefit under the Plan accruing during a period for which
the Pension Benefit Guaranty Corporation determines that
the Plan is a successor plan (according to ERISA sec-
tion 4021(a)).
(e) Deductions intended. The Employers intend that all of
--------------------
their benefit payments to Participants and Beneficiaries as
well as contributions to any Trust Fund or to any Insurer
for a Contract be deductible under Code section 404(a)(5).
This subsection applies to all Employer contributions to
any Trust Fund or to any Insurer for a Contract unless an
Employer stipulates at the time of contribution that the
contribution by that Employer is not subject to this
subsection. If any deduction for any Employer
3-2
<PAGE>
contribution that is intended to be deductible under Code
section 404(a)(5) is not allowed in whole or in part, then
that disallowed portion must be transferred to the General
Trust Fund within the Crestar Financial Corporation OMNI
Trust, unless the disallowance is caused by Code
section 280G(a) or by a change in the Code after this
Plan's Effective Date. If the disallowance is caused by
Code section 280G(a) or by a change in the Code after this
Plan's Effective Date, the contribution in question is not
affected (no transfer, no refund). Any transfer under this
subsection must be made no later than one year after the
disallowance. For purposes of this subsection, the disal-
lowance may be by the opinion of any court whose
decision has become final or by any disallowance asserted
by the Internal Revenue Service to which the Sponsor
agrees.
(f) Mistake of fact. This subsection applies to all Employer
----------------
contributions to any Trust Fund or to any Insurer for a
Contract unless at the time of contribution an Employer
stipulates that the contribution by that Employer is not
subject to this subsection. If any contribution is made by
an Employer because of a mistake of fact, then the portion
of the contribution due to the mistake of fact must be
transferred to the General Trust Fund within the Crestar
Financial Corporation OMNI Trust. The transfer must be
made no later than one year after the contribution.
(g) Exclusive purpose. Except for balances in Suspense
------------------
Accounts attributable to Employer contributions remaining
at the termination of this Plan or the termination of all of
this Plan's funding vehicles, and except as otherwise
provided in this Plan section, Employer contributions to
any Trust Fund or other funding vehicle (including a
Contract) are irrevocable. Plan Assets or other assets in
3-3
<PAGE>
any Trust Fund or other funding vehicle (including a
Contract) must not inure to the benefit of any Employer
and must be held for the exclusive purposes of providing
benefits to Employees, Participants, and their Beneficiaries
and for defraying reasonable expenses of administering the
Plan.
(h) Determining contributions. Each Employer must determine
--------------------------
the amount of any of its contributions under the terms of
this Plan. To facilitate determinations, the Sponsor is
entitled to set a uniform determination date, and each
Employer may rely on its own estimate as of that date of
applicable remuneration for Participants, profit and asset
data, and of the amounts it might contribute. Each
Employer's determination of its contributions is binding on
all Participants, the Administrator, and the contributor.
(i) Contributing. No person is required to collect Employer
-------------
contributions. A Trustee or co-Trustee is not required to
collect Employer contributions and is responsible only for
assets received as Trustee or co-Trustee. Each Employer
may cause its contributions, including contributions to any
Trust Fund or to any Insurer for a Contract, to be paid in
installments and on the dates it elects, but if requested by
the Administrator or another Employer, a contributing
Employer must indicate the Plan Year for which a
contribution is to be attributable.
(j) Cash or property. Except as restricted by any affected
-----------------
Insurer, Trustee, or co-Trustee or by the terms of the Plan
(including any Administrator's Rules), and except as
prohibited (without administrative exemption) by law,
Employer contributions may be in cash or any other
property.
3-4
<PAGE>
(k) No Profit required. Although this Plan is intended to be a
-------------------
Profit-sharing Plan, an Employer may contribute amounts
to this Plan in excess of its Profit.
(l) Administrator's discretion. The Administrator may
---------------------------
exercise its discretion in implementing any Employer-
contribution provision in this Plan article 3 if that exercise
of discretion does not violate any of the other provisions
in this article.
(m) Administrator's Rules. With the Sponsor's Designee's
----------------------
consent, the Administrator may create and publish original,
additional, or revised Administrator's Rules governing
contributions or elections according to this Plan article 3 if
that action is consistent with the preceding subsection.
The Sponsor's Designee may change or cancel any
Administrator's Rules provision created or revised by the
Administrator.
3.03. Cash and Non-cash Contributions
-------------------------------
(a) Non-cash contributions allowed, but Insurer or Trustee has
----------------------------------------------------------
veto. Employers may contribute either cash or any non-
-----
cash property to any Trust Fund or to any Insurer for a
Contract, but an Insurer, a Trustee, or a co-Trustee may
determine forms of property it will not accept. If an
Insurer, a Trustee, or any co-Trustee communicates a
description of specific property forms it will not accept,
each Employer's right to contribute non-cash property is
restricted according to that communication. Except as
restricted by an Insurer, a Trustee, or a co-Trustee, and
except as prohibited (without administrative exemption) by
law, Employer contributions, including contributions to any
Insurer for a Contract or to any Trust Fund, may be in cash
or any other property.
3-5
<PAGE>
(b) Value of non-cash contributions. Each Insurer, Trustee, or
--------------------------------
co-Trustee receiving non-cash contributions must value all
non-cash property contributed at its fair-market value
(according to applicable regulations) on the actual date that
it accepts the property.
(c) Specific forms allowed. Except as restricted according to
-----------------------
the provisions of subsection (a), the following contributions
are specifically permissible: stock, whether common or
preferred, or options to purchase stock, whether common
or preferred, of the Sponsor or an ERISA Affiliate; other
Securities (including bonds, debentures, and secured notes)
of the Sponsor or an ERISA Affiliate; interests or options
to purchase other interests (including joint venture,
partnership, or limited partnership interests) in ERISA
Affiliates; personal property or Qualifying Employer Real
Property or undivided interests in Qualifying Employer
Real Property or personal property owned or used by the
Sponsor or an ERISA Affiliate; any other property that
may produce income to benefit the Participants or their
Beneficiaries, whether such income production is by way
of current income or by way of appreciation; insurance
contracts on one or more Participants, including individ-
ually owned insurance policies that have been purchased
for contribution purposes by an Employer from Participants
or other policy owners; insurance contracts on the lives of
officers, shareholders, or key personnel of the Sponsor or
an ERISA Affiliate if the death of the insured could
adversely affect the Participants (such as, but not limited
to, adverse effects on supplies, production, sales,
ownership, or control of the Sponsor) in a foreseeable
manner; as described in ERISA section 408(b)(4), deposits
that bear a reasonable interest rate in a bank or similar
financial institution, which bank or other institution must
3-6
<PAGE>
be supervised by the United States or a State if that bank
or other institution is a Fiduciary; or cash.
3.04. Benefit Reserve
---------------
(a) Additions to Benefit Reserve. Contributions by
-----------------------------
Participants are added to the Benefit Reserve. Until the
contribution is allocated, the Sponsor may designate any
Employer contribution as an addition to the Benefit
Reserve.
(b) Reductions of Benefit Reserve. The Benefit Reserve is
------------------------------
reduced by the allocation of Plan Assets from the Benefit
Reserve. The Benefit Reserve is reduced also by Plan
Assets distributed from the Benefit Reserve to Participants
or on behalf of Participants according to this Plan.
(c) Directions relating to Benefit Reserve. As to any part of
---------------------------------------
the Benefit Reserve, if it is not inconsistent with this Plan's
provisions, the Sponsor may at any time direct that an
Insurer, Trustee, co-Trustee, or other person holding Plan
Assets transfer assets of any amount to any Participant and
reduce the Benefit Reserve by an equal amount.
3.05. Basic Contribution
------------------
Basic Contributions are not required and are made at each
Employer's discretion. The Basic Contribution from an Employer
for a Plan Year or for any other pay period is determined by that
Employer.
3.06. Transfers
---------
(a) General. Transfer Contributions, which are transfers of
--------
assets or liabilities or transfers of assets and liabilities (for
3-7
<PAGE>
example, Transfer Contributions could be accomplished by
transfers of assets or liabilities similar to the manner
described in ERISA section 208), may be caused or
allowed by the Sponsor (or the Fiduciary exercising the
Sponsor's power under Plan article 8 during a Suspension
Period) according to this Plan. A transfer that is from
another Sponsor-maintained Pension Plan that authorizes a
transfer of assets to this Plan and that is according to the
terms of that other Sponsor-maintained Pension Plan is
deemed to be caused or allowed by the Sponsor according
to this section. Except for Transfer Contributions required
under paragraph (3) of this section's subsection (b), the
Administrator may not accept Transfer Contributions that
will cause any portion of this Plan to become a plan to
which ERISA section 205 applies. To the extent that such
a Transfer Contribution is required, the Administrator must
create (or revise) Plan provisions or Administrator rules to
cause compliance with ERISA section 205 and related
provisions.
(b) Administrator-directed Transfer Contributions. Subject to
----------------------------------------------
subsection (a), the Administrator must cause a Transfer
Contribution to this Plan if any of the events described in
this subsection's paragraphs occurs. The source of funding
for such a Transfer Contribution is determined according
to subsection (c), and the amount of such a Transfer
Contribution is determined according to subsection (d).
The Administrator may not cause a Transfer Contribution
from the Crestar Financial Corporation Temporary
Executive Benefit Plan. After the Crestar Financial
Corporation Temporary Executive Benefit Plan is
terminated, the Administrator may not cause a Transfer
Contribution from any other Associated Plan adopted after
December of 1990 unless the Administrator has first
received an opinion from counsel satisfactory to the
3-8
<PAGE>
Administrator that the plan in question is not a replacement
for the Crestar Financial Corporation Temporary Executive
Benefit Plan.
(1) The Administrator must cause a Transfer
Contribution whenever the Sponsor (or the Fiduciary
exercising the Sponsor's power under Plan article 8
during a Suspension Period to cause a transfer of
assets into this Plan) so directs. If the direction
includes a specific source (which might even be the
Forfeitable portion of an individual's Accrued
Benefit under an Associated Plan) for the funding of
the Transfer Contribution, that direction supersedes
the provisions of subsection (c) of this section,
unless that source cannot or will not allow that
Transfer Contribution.
(2) The Administrator must cause a Transfer
Contribution whenever a Trigger Event occurs.
(3) After receiving information to the effect that an
individual is entitled to benefits under an Associated
Plan but those benefits have remained unpaid for at
least a year, the Administrator must cause a Transfer
Contribution upon confirmation (to the satisfaction
of the Administrator and the Standing Committee,
whenever there is one) of the accuracy of two facts;
the Administrator and Standing Committee
(whenever there is one) may deem conclusive any
certification of the accuracy of either fact by the
administrator of the Associated Plan in question.
One fact is that a benefit under that plan is overdue
for payment to the extent that the benefit has
remained unpaid for at least one year. The second
fact is that the overdue benefit is unlikely to be paid
3-9
<PAGE>
because the plan in question is unfunded or has
insufficient assets; because the plan in question has
been prevented from paying by action of an
Employer, an Employer's shareholder (or holder of
an ownership interest), or by an Employer's
creditor; or because the Sponsor has announced that
it or other Employers will not honor benefit
promises under that plan.
(c) Source of Administrator-directed Transfer Contributions.
--------------------------------------------------------
The Administrator may cause Transfer Contributions from
the General Trust Fund within the Crestar Financial
Corporation OMNI Trust Fund, from the General Fund
within the Nonqualified Trust Fund that is part of the
Crestar Financial Corporation OMNI Trust Fund, or from
any suspense account of any Associated Plan to the extent
that the Associated Plan's assets are part of the Crestar
Financial Corporation OMNI Trust Fund. To the extent
that the source of funds is not otherwise dictated by this
Plan or by the Crestar Financial Corporation OMNI Trust
Agreement, the source among assets, including assets of all
Associated Plans except the Crestar Financial Corporation
Temporary Executive Benefit Plan (or a successor to that
plan, as determined according to subsection (b) of this Plan
section), is determined by the rules in this subsection's first
paragraph. Within each Associated Plan, the source of
Administrator-directed Transfer Contributions is determined
by this subsection's second paragraph.
(1) Transfer Contributions must be directed first by a
transfer of assets from the General Trust Fund
within the Crestar Financial Corporation OMNI
Trust Fund (which is merely a transfer to the Gen-
eral Fund within the Nonqualified Trust Fund that is
part of the Crestar Financial Corporation OMNI
3-10
<PAGE>
Trust Fund) and then by a Transfer Contribution to
this Plan from the General Fund within the
Nonqualified Trust Fund that is part of the Crestar
Financial Corporation OMNI Trust Fund, next by a
Transfer Contribution from the funds of Excess-
benefit Plans, and then by a Transfer Contribution
from other Nonqualified Pension Plans. Within
each plan category, Transfer Contributions must be
taken first from the plan with the greatest number of
participants, in sequence of diminishing numbers of
participants, and last from the plan with the fewest
participants; in case of ties, plans must be sequenced
according to their effective dates (oldest first,
newest last); and in case of further ties, plans are to
contribute pro-rata according to their relative assets.
(2) Transfer Contributions must be directed first from
accounts like this Plan's Suspense Accounts
(accounts like this Plan's Asset-transfer Suspense
Accounts first, accounts like this Plan's Employer-
designated Suspense Accounts next, all others pro-
rata according to their relative assets last, with pro-
ration per asset values in case of ties). Transfer
Contributions must be directed next from
identifiable unallocated assets like this Plan's
Benefit Reserve. Transfer Contributions must be
directed last from Forfeitable allocated assets (within
Participants' Accounts), pro-rata per Account
according to the total value of Forfeitable assets.
(d) Amount of Administrator-directed Transfer Contributions.
--------------------------------------------------------
The Administrator may not cause Transfer Contributions
according to subsection (b) of this Plan section in an
amount that exceeds the value of the total assets of the
General Trust Fund and Nonqualified Trust Fund within
3-11
<PAGE>
the Crestar Financial Corporation OMNI Trust Fund
reduced by the assets allocated to Nonforfeitable Accrued
Benefits and Earned Benefits in the Nonqualified Trust
within the Crestar Financial Corporation OMNI Trust.
Otherwise, the amount of any Administrator-directed
Transfer Contribution is determined according to this
subsection's paragraphs.
(1) If the Transfer Contribution is caused by an event
described in paragraph (1) of subsection (b), the
Administrator must cause a Transfer Contribution of
the amount directed, even if that requires causing a
Forfeiture according to subsection (e) of this section.
(2) If a First-tier Trigger Event occurs, the Adminis-
trator must cause a transfer of assets from the
General Trust Fund of the Crestar Financial
Corporation OMNI Trust Fund to the General Fund
within the Nonqualified Trust Fund that is part of
the Crestar Financial Corporation OMNI Trust Fund.
That transfer must be equal to the present value of
all Accrued Benefits and Earned Benefits of the
Associated Plans with assets in the Crestar Financial
Corporation OMNI Trust Fund minus the present
value of assets within the Nonqualified Trust Fund
that is part of the Crestar Financial Corporation
OMNI Trust Fund. If there is another Trigger Event
after the transfer described in the two preceding
sentences and before an intervening Restoration
Event, the Administrator must cause a Transfer Con-
tribution to this Plan from the General Fund within
the Nonqualified Trust Fund that is part of the
Crestar Financial Corporation OMNI Trust Fund;
the amount of the Transfer Contribution must be
equal to the value of the assets of that General
3-12
<PAGE>
Fund. If a Second-tier Trigger Event or a
Financial Trigger Event occurs on a date on which
a Suspension Period caused by a First-tier Trigger
Event is not in effect, the Administrator must take
the actions required by this paragraph's first three
sentences, as if two Trigger Events had occurred
in sequence without an intervening Restoration
Event. Except as provided in the third and fourth
sentences of subsection (b) of this Plan section, if
a Second-tier Trigger Event or a Financial Trigger
Event occurs, the Administrator must cause a
Transfer Contribution that results in the elimina-
tion of all accounts like this Plan's Asset-transfer
Suspense Account (but not accounts like this
Plan's Employer-designated Suspense Accounts)
under all Associated Plans except this Plan, to the
extent that those accounts are funded through the
Nonqualified Trust Fund within the Crestar
Financial Corporation OMNI Trust.
(3) If the Administrator causes a Transfer
Contribution because of an event described in
paragraph (3) of subsection (b) of this Plan
section, then the Administrator must cause a
Transfer Contribution of the certified unpaid
benefits, even if that requires causing a Forfeiture
according to subsection (e) of this section.
(e) Administrator-directed Forfeitures. The Administrator
-----------------------------------
may cause a Forfeiture under an Associated Plan if that
action is necessary according to the preceding
subsections to generate the funding for an Administrator-
directed Transfer Contribution and if the Associated Plan
in question allows that action by this Plan's
Administrator's direction. Unless the Associated Plan in
3-13
<PAGE>
question provides otherwise, all Forfeitures directed
according to this subsection must be Forfeitures from all
Forfeitable Accounts within the Associated Plan in ques-
tion, pro-rata per Account according to the total value of
the Accounts' Forfeitable assets. If it is necessary for
the Administrator to direct the termination of an
Associated Plan to cause a Forfeiture according to this
subsection, the Administrator must do that if the Associ-
ated Plan in question or the Crestar Financial Corpora-
tion OMNI Trust Agreement does not forbid that
termination.
3.07. Participant Contributions
-------------------------
Contributions by Participants are not permissible except
according to any rules created (or revised) and announced by
the Administrator to facilitate the operation of Plan article 5.
3-14
<PAGE>
ARTICLE 4
ALLOCATIONS
-----------
4.01. General Allocation Rules
------------------------
(a) Suspension Periods. This Plan article 4 reserves to the
-------------------
Sponsor certain discretionary authority and powers; all
Sponsor powers, however, are exercised by other
Fiduciaries according to this Plan during a Suspension
Period. A reference to the Sponsor or a reference to acts
of the Sponsor's Designee in this Plan article 4 in the
context of a power is, during any Suspension Period, a
reference to the Fiduciary authorized to exercise that
power.
(b) Unallocated assets. Except for direct payments of
-------------------
benefits to Participants and Beneficiaries, all
contributions to this Plan are unallocated until they are
allocated according to this Plan article 4 and any
Administrator's Rules. Unallocated Plan Assets or con-
tributions, including the Benefit Reserve and amounts in
Suspense Accounts, and income on those assets or con-
tributions, are allocated only as described in this Plan
article 4 and any Administrator's Rules. Until allocated,
those assets are not part of a Participant's Account and
are not part of his Accrued Benefit. These allocation
rules do not apply to normal income or expense crediting
on previously allocated assets.
(c) Non-cash contributions. Allocations of non-cash
-----------------------
contributions are made based on the fair-market value of
those assets when received by a Trustee or co-Trustee or
at the most recent Valuation Date, whichever is later.
4-1
<PAGE>
4.02. Accounts
--------
(a) Suspense Accounts. If there is a Transfer Contribution
------------------
to this Plan, and that contribution involves assets that
exceed liabilities transferred at the same time, the
Administrator must cause an Asset-transfer Suspense
Account to be established and cause those excess trans-
ferred assets to be allocated to that Suspense Account.
When the Sponsor's Designee designates that assets
contributed to the Plan or held by the Plan must be held
in a Suspense Account, the Administrator must cause an
Employer-designated Suspense Account to be established
and cause all assets so designated to be allocated to that
Suspense Account. A Suspense Account is not a
Participant's Account, but it is credited with Trust Fund
earnings as if it were a Participant's Account.
(b) Other Named Accounts generally. As required for
-------------------------------
appropriate record-keeping, the Administrator must
establish and name additional Accounts or sub-accounts
reflecting interests in Plan Assets (i.e., Accrued Benefits)
for each Participant. Distributions made to a Participant
must be charged against the Participant's Account or
sub-account from which they are drawn. According to
allocations made, Forfeitures announced, and
distributions paid, the Administrator must cause each
Participant's Accounts and sub-accounts to be credited
and debited with all appropriate amounts, including
contributions, investment gains and losses, and distribu-
tions.
4.03. Basic Contribution Allocations
------------------------------
(a) Sponsor designation. If an Employer causes or allows a
--------------------
Basic Contribution, the Sponsor's Designee may designate
4-2
<PAGE>
that all or any part of any Basic Contribution
be allocated to any of a Participant's Accounts.
(b) Failure to designate. If an Employer causes or allows a
---------------------
Basic Contribution and the Sponsor's Designee fails to
designate how that contribution is to be allocated
according to subsection (a), the Basic Contribution must
be allocated to an Employer-designated Suspense
Account.
4.04. Allocations from Asset-transfer Suspense Account
------------------------------------------------
(a) Sponsor designation. If the Sponsor causes or allows a
--------------------
Transfer Contribution that causes the creation of an
Asset-transfer Suspense Account, the Sponsor's Designee
may designate that all or any part of an Asset-transfer
Suspense Account be allocated to any Participant's
Account.
(b) Failure to designate. Subject to subsection (c), if the
---------------------
Sponsor's Designee causes or allows an asset transfer
but fails to designate how those assets are to be allocated
according to subsection (a), the assets remain in the
Asset-transfer Suspense Account.
(c) Administrator-directed allocations. The remaining
-----------------------------------
provisions of this subsection apply each time the
Administrator is required to designate a Participant under
the Plan section entitled "Administrator-directed
Participation" (see Plan section 2.08). For each
Participant designated by the Administrator under that
Plan section 2.08, the Administrator must create one or
more Accounts and cause assets in the Asset-transfer
Suspense Account (in an amount equal to the certified
overdue and unpaid benefit payments) to be allocated to
that Participant's Accounts. The Administrator then
must direct payment to that Participant from his
Accounts under the
4-3
<PAGE>
Plan subsection entitled "Administrator-directed distribution"
(see Plan section 6.05(a)).
4.05. Allocations from Employer-designated Suspense Account
-----------------------------------------------------
(a) Sponsor designation. If there is an Employer-designated
--------------------
Suspense Account, the Sponsor's Designee may
designate that all or any part of the Employer-designated
Suspense Account be allocated to any Participant's
Account.
(b) Failure to designate. Subject to subsection (c), if there is
---------------------
an Employer-designated Suspense Account but the
Sponsor's Designee fails to designate how any amount
or any asset is to be allocated from that Suspense
Account, that amount or asset remains in the Employer-
designated Suspense Account.
(c) Administrator-directed allocations. Each time the assets
-----------------------------------
in the Asset-transfer Suspense Account are insufficient to
allow the Administrator to cause all or part of any
allocation required by the Plan subsection entitled
"Administrator-directed allocations" (see Plan section
4.04(c)), then the Administrator must cause assets in the
Employer-designated Suspense Account (in an amount
equal to the deficiency) to be allocated to that
Participant's Accounts. The Administrator then must
direct payment to that Participant from his Accounts
under the Plan subsection entitled "Administrator-
directed distribution" (see Plan section 6.05(a)).
4.06. Participant Contribution Allocations
------------------------------------
To the extent that the Administrator allows contributions by a
Participant according to the Plan section entitled "Participant
Contributions" (see Plan section 3.07), the Administrator must
4-4
<PAGE>
cause the allocation of those contributions in a manner allowed
by ERISA to a new and specially named Account for the
contributing Participant.
4-5
<PAGE>
ARTICLE 5
VESTING
-------
5.01. Suspension Periods
------------------
This Plan article 5 reserves to the Sponsor certain discretionary
authority and powers; all Sponsor powers, however, are
exercised by other Fiduciaries according to this Plan during a
Suspension Period. A reference to the Sponsor or a reference
to the Sponsor's Designee in this Plan article 5 in the context
of a power is, during any Suspension Period, a reference to the
Fiduciary authorized to exercise that power.
5.02. Vested Benefits
---------------
(a) Vesting. Accounts created under the two Plan
--------
subsections entitled "Administrator-directed allocations"
(see Plan section 4.04(c) and Plan section 4.05(c)), and
the Plan section entitled "Participant Contribution
Allocations" (see Plan section 4.06) are always fully
vested (Nonforfeitable). Except as provided in the
preceding sentence and except to the extent otherwise
announced or designated by the Sponsor's Designee
(which may include announcements naming individuals
or describing classes of Participants or portions of
Accounts), no Accounts are vested (Nonforfeitable).
Accounts designated by the Sponsor's Designee as
Nonforfeitable are vested (Nonforfeitable) after that
designation to the extent specified in that designation.
The Sponsor's Designee's designations according to the
preceding sentences may grant full vesting or conditional
vesting to any Account of any Participant or may be
accomplished through designations by Account or
Participant classes.
5-1
<PAGE>
(b) No vesting. A Participant's Accounts not described in
-----------
the preceding subsection (including any of his Accounts,
to the extent that they are not designated as
Nonforfeitable when they are created or later) are not
vested (Nonforfeitable); they are Forfeitable.
(c) Nullifying Plan provisions. For any Participant or any
---------------------------
portion of any Participant's Account that is not vested
(Nonforfeitable), the Sponsor's Designee may determine
that any provision of this Plan dealing with vesting or
Forfeitures does not apply or applies only with special
limitations. That decision does not require any
Participant's consent and is effected by a written
communication delivered to the Participant and the
Administrator.
5.03. Forfeitures
-----------
(a) Basic rules governing time of Forfeiture. Any portion of
-----------------------------------------
a Participant's Account that is vested (Nonforfeitable)
cannot be Forfeited without that Participant's consent.
Except for Forfeitures with the Participant's consent, this
subsection governs the time of this Plan's Forfeitures.
The Sponsor's Designee may cause any amount except
Nonforfeitable amounts to be Forfeited at any time
without any Participant's consent. The Sponsor's
Designee may cause any Nonforfeitable amount to be
Forfeited at any time with the consent of the Participant
whose Account is being Forfeited. Except during a
Suspension Period or as otherwise directed by the
Sponsor's Designee, and except for post-Separation-
from-Service allocations necessitated by the two Plan
subsections entitled "Administrator-directed allocations"
(see Plan section 4.04(c) and Plan section 4.05(c)), the
Forfeitable portion of a Participant's Account is Forfeited
when he Separates from Service.
5-2
<PAGE>
After a Participant Separates from Service during a Suspension
Period, and except for post-Separation-from-Service allocations
necessitated by the two Plan subsections entitled "Administrator-
directed allocations" (see Plan section 4.04(c) and Plan section
4.05(c)), each part of his Account that is subject to Forfeiture
is Forfeited as of the earliest of the dates listed in this
subsection's paragraphs.
5-3
<PAGE>
(1) The date of the Participant's death.
(2) The last day of the fifth year after the
Participant's Separation from Service.
If the Plan terminates pursuant to Plan article 8 at any
time, the Forfeitable part of all Accounts is Forfeited as
of the date of the Plan's termination.
(b) Time of distributions in relationship to time of
------------------------------------------------
Forfeiture. The Administrator's directions to distribute a
-----------
Participant's Nonforfeitable interest in his Account
according to Plan article 6 operate independently from
this Plan section's operative rule about the time of
Forfeitures after a Participant Separates from Service.
Thus, distributions can be ordered before, after, or at the
same time as a Forfeiture occurs according to this Plan
section.
(c) Allocation of Forfeitures. All Forfeitures must be
--------------------------
allocated as Basic Contributions according to Plan
article 4.
5.04. Additional Provisions on Vested Benefits
----------------------------------------
(a) When section applies. The remaining provisions of this
---------------------
section 5.04 apply only to the extent that this Plan is
ever not an Excess-benefit Plan. To the extent that any
provision in the Plan section entitled "Vested Benefits"
(see Plan section 5.02) conflicts with or is inconsistent
with a provision in subsection (b) or (c) of this
section, the provisions of subsection (b) and (c) of this
section control.
(b) Nonforfeitable Accounts. Accounts or portions of
------------------------
Accounts that are designated by the Sponsor's Designee
as Nonforfeitable are always fully vested (Non-forfeitable)
5-4
<PAGE>
after that designation; if a condition to that
vesting is stipulated by the Sponsor's Designee,
however, the vesting occurs only after the condition has
been satisfied. The Sponsor's Designee's designations
according to the preceding sentence may grant full
vesting to any Account or portion of an Account of any
Participant or may be accomplished through designations
by Account or Participant classes.
(c) Full vesting. Accounts created under the two Plan
-------------
subsections entitled "Administrator-directed allocations"
(see Plan section 4.04(c) and Plan section 4.05(c)), and
under the Plan section entitled "Participant Contribution
Allocations" (see Plan section 4.06) are always fully
vested (Nonforfeitable). Except as provided in the
preceding sentence, a Participant's Accounts not listed in
the preceding subsection (including any of his Accounts,
to the extent that they are not designated as Non-
forfeitable when they are created or later) are fully
vested (Nonforfeitable) not later than the date that he
Retires or, if earlier, not later than the end of the Plan
Year in which the Participant accumulates five Vesting
Credits. All of an Active Participant's Accounts are
fully vested when he attains Normal Retirement Age or,
if earlier, on the earlier of the dates described in this
subsection's paragraphs.
(1) The Participant's date of death as an Active
Participant.
(2) The date on which the Participant becomes Dis-
abled as an Active Participant.
(d) Vesting Credits
---------------
5-5
<PAGE>
(1) All Service counted. According to Labor Regula-
--------------------
tion section 2530.200a-2, as provided in Treasury
Regulation section 1.410(a)-7(d)(2)(i), as modified
by Treasury Regulation section 1.410(a)-9, to
determine an individual's vested interest (his
Nonforfeitable Account) under the Plan
attributable to Employer contributions, and for
purposes of ERISA section 203(a)(2) and 203(b),
all of that individual's Service from Vesting
Periods of Service must be taken into account
unless that Service may be disregarded under
Treasury Regulation section 1.410(a)-7(d)(2)(ii), as
modified by Treasury Regulation section 1.410(a)-
9, and unless that Service must be disregarded
according to paragraph (3) of this subsection.
(2) One Vesting Credit. According to Labor Regula-
-------------------
tion section 2530.200a-2, as required in Treasury
Regulation section 1.410(a)-7(d)(1)(i) and (ii), as
modified by Treasury Regulation section 1.410(a)-
9, for each twelve months of Service credited
according to paragraph (1), an individual earns
one Vesting Credit. Service that is credited
according to paragraph (1) is accumulated on the
basis of months, whether or not consecutive (thirty
days are deemed to be a month in the case of the
aggregation of fractional months), until twelve
months become a Vesting Credit that is equivalent
to a Year of Service to determine Nonforfeitability
according to ERISA section 203(a)(2). As pro-
vided in Labor Regulation section 2530.200a-2
and Treasury Regulation section 1.410(a)-
7(d)(1)(iv), if an individual's Service is
determined for purposes of the minimum vesting
standards of ERISA section 203(a), the individ-
ual's Nonforfeitability is
5-6
<PAGE>
determined by whole Vesting Credits, and the
remaining credited months of Service are not
counted until they total twelve and are a
Vesting Credit. In addition to Vesting Credits
earned according to the preceding two sentences,
the Sponsor may grant one or more Vesting
Credits to any Participant and to any
Account of that Participant at any time and for
any reason. Nonforfeitable percentages for
specific Participants' Accounts for which
Nonforfeitability is determined specially--other
than by general records of Service--are listed in
exhibits to this Plan.
(3) Exceptions. Vesting Credits are not given under
-----------
this Plan section for any Service described in this
paragraph's subparagraphs.
(A) An individual's Service for Vesting Periods
of Service before he is Age eighteen is
disregarded.
(B) An individual's Service with an Affiliate
before it is an Affiliate is disregarded unless
that Service was credited under a
Predecessor Plan or unless that Service
occurs while that entity that becomes an
Affiliate is an Employer.
(C) An individual's Service with an Employer
before it is an Employer is disregarded
unless that service was credited under a
Predecessor Plan or unless that service is
credited while that entity that becomes an
Employer is an Affiliate.
5-7
<PAGE>
(D) An individual's Service is disregarded after
a Vesting Period of Severance that is a
sixty-consecutive-month period, but only for
purposes of determining his Nonforfeitable
interest in the portion of his Account that is
not described in Plan section 5.04(b) and
the first sentence of Plan section 5.04(c)
and is attributable to the period before his
Vesting Period of Severance.
(E) An individual's Vesting Periods of Service
excluded under the Vesting Rule of Parity
are disregarded.
(F) An individual is not given credit for Service
during a period for which he declined to
contribute any amount required under the
Plan as a condition of participation or as a
condition of receiving Employer-paid
benefits.
(G) An individual's Vesting Periods of Seve-
rance do not create Service for Vesting
Credits, except as provided in the Vesting
Service Spanning Rule (a Vesting Break
does not add toward a Vesting Credit).
(H) An individual's Vesting Periods of Service
before his Vesting Break are not considered
until after his Vesting Hold-out Year.
(4) Non-covered work credited. Service in different
--------------------------
divisions of an Employer or with an Affiliate must
be credited for purposes of this section, except as
provided in paragraph (3). Allocations are not
made, however, for Plan Years during which a
5-8
<PAGE>
person works for an Affiliate or a division that has
not adopted this Plan.
5-9
<PAGE>
ARTICLE 6
DISTRIBUTIONS
-------------
6.01. General Provisions on Benefits, Distributions, Transfers
--------------------------------------------------------
(a) Article controls; Suspension Periods. All distributions
-------------------------------------
according to this Plan are subject to the provisions of
this article. This Plan article 6 reserves to the Sponsor
certain discretionary authority and powers; all Sponsor
powers, however, are exercised by other Fiduciaries
according to this Plan during a Suspension Period. A
reference to the Sponsor or a reference to acts of the
Sponsor's Designee in this Plan article 6 in the context
of a power is, during any Suspension Period, a reference
to the Fiduciary authorized to exercise that power.
(b) Administrator authority and discretion. Although the
---------------------------------------
Sponsor's Designee may direct the Administrator and the
Administrator must implement the Sponsor's Designee's
directions, only the Administrator may direct an entity
holding Plan Assets or other Trust Fund assets as to the
amount and form of any distribution, any benefit
payment, or any other disposition of Plan Assets or other
Trust Fund assets in satisfaction of benefits. Any
Trustee, co-Trustee, Insurer, or other holder of Plan
Assets or other Trust Fund assets may be directed as to
such distributions, payments, or dispositions only by the
Administrator. The Administrator may exercise its
discretion in implementing any provision in this Plan
article about benefits, distributions, or transfers of Plan
Assets or other Trust Fund assets and liabilities if that
exercise of discretion does not violate any of the other
provisions in this Plan article and does not result in the
Plan's failure to satisfy the
6-1
<PAGE>
provisions in the last two sentences of the
Plan subsection entitled "Qualification
intended" (see Plan section 3.02(b)).
(c) Discharge of liability. Any payment to a person (or his
-----------------------
representative) entitled to payment under the Plan, to the
extent of the payment, is in full satisfaction of all claims
under the Plan against all Trustees, all co-Trustees, all
Insurers, all holders of Plan Assets or other Trust Fund
assets, the Administrator, each member of any Plan
Committee, and the Employers. Any person or entity, as
a condition to payment from it or directed by it, may
require the payee-Participant, -Beneficiary, or -legal
representative to execute a receipt and release of the
claim in any form determined by the person requesting
the receipt and release.
(d) Transfers on notice from Sponsor. On written direction
---------------------------------
from the Sponsor's Designee, but subject to this Plan's
provisions on asset and liability transfers, the Adminis-
trator and the appropriate Trustees, co-Trustees, Insurers,
or other holders of Plan Assets must take all necessary
steps to transfer assets to another trust governed by an
agreement between a Trustee or co-Trustee and the
Sponsor or other Employer or to a successor trustee or to
another Insurer, according to the Sponsor's Designee's
directions.
(e) Plan termination distributions. When the Plan
-------------------------------
terminates, any allocation required by ERISA must be
made. Plan Assets, whether within any Trust Fund or
Plan Contracts, are the only source from which a
claimant may satisfy any claim based on a Participant's
Account or on his entitlement to assets. He has no other
recourse. After implementing the provisions of this
subsection, providing for payment of any expenses
properly chargeable against any Trust Fund or Plan
Contract, and confirming
6-2
<PAGE>
compliance with all other precedent requirements
of law, the Administrator must direct any
Trustees and co-Trustees to distribute assets
remaining in the Trust Fund, must direct any Insurer to
distribute any assets remaining in any reserve or account,
and must direct any other holder of any Plan Assets to
distribute any assets remaining in that holder's custody.
Distributions may be in cash or in kind, despite any
other terms of the Plan, and in the manner the
Administrator determines, so long as it is consistent with
statutory requirements. Except as specifically provided
by law, the Administrator's determination is conclusive
on all persons. If all of the Employers have resigned
sponsorship of the Plan, until actual liquidation and
distribution of all Plan Assets, whether within any Trust
Fund or Plan Contracts, the Administrator must assume
all powers and duties of the Employers (except duties
relating to contributions each Plan Year). After the Plan
terminates, expenses must be paid as directed by the
Administrator from Plan Assets, whether within any
Trust Fund or Plan Contracts, unless at least one of the
Employers affirmatively agrees to pay the expenses.
(f) Special distributions allowed. This subsection applies if
------------------------------
the Plan is continued according to this Plan's other terms
by a corporation or any other legal entity merged or
consolidated with an Employer or otherwise succeeding
an Employer as a result of any change in ownership of
that Employer or the Employer's assets. If a Participant
continues work with the surviving or purchasing legal
entity but does not qualify by law to continue as a
Participant, the Administrator must determine the options
available--including the possibility of distributing assets
or transferring assets--that would not render this Plan at
any time revocable, invalid, or inconsistent with the last
two sentences of the Plan subsection entitled
"Qualification
6-3
<PAGE>
intended" (see Plan section 3.02(b)) and must
treat that Participant's interests in the manner the
Administrator deems most beneficial to that Participant.
(g) Unclaimed benefits. If the inability to determine a
-------------------
payee's identity or whereabouts prevents any holder of
Plan Assets, including a Trustee or co-Trustee, from
paying any amount to a Participant, former Participant,
or Beneficiary within seven years after the amount
becomes payable, all amounts that would have been
payable to that Participant, former Participant, or
Beneficiary must be segregated by that holder and then
dealt with by that holder according to the laws of the
state by which this Plan is governed that pertain to
abandoned intangible personal property held in a
fiduciary capacity.
(h) Recapture of payments. By error, it is possible that
----------------------
payments to a Participant or Beneficiary may exceed the
amounts to which the recipient is entitled. When
notified of the error, the recipient must return the excess
as directed by the Administrator. This requirement is
limited where explicit statutory provisions require
limitation. To prevent hardship, repayment under this
subsection may be made in installments, determined in
the sole discretion of the Administrator. A repayment
arrangement, however, may not be contrary to law, and
it may not be used as a disguised loan. If any person,
including a Trustee or co-Trustee, is authorized by
statute to recover some payments on behalf of the Plan,
no Plan provision may be construed to contravene the
statute.
(i) Limits on assignment. Except as explicitly allowed in
---------------------
this subsection, Plan benefits are not subject to
Assignment and Alienation (they may not be anticipated,
assigned either at law or in equity, alienated, or be
subject to attachment,
6-4
<PAGE>
garnishment, levy, execution, or other legal or
equitable process). Once a Participant or
Beneficiary begins receiving Plan benefits, the Partici-
pant's or Beneficiary's benefits are subject to Assign-
ment and Alienation as to future benefit payments, but
only if the Assignment or Alienation is voluntary and
neither for the purpose of nor with the effect of defray-
ing Plan administration costs. An attachment, garnish-
ment, levy, execution, or other legal or equitable process
is not a voluntary Assignment or Alienation.
(j) Garnishments. If a Participant's benefits are garnished
-------------
or attached by order of any court, then the Administrator
or any involved holder of Plan Assets, including a
Trustee or co-Trustee, may bring an action for a declara-
tory judgment in a court of competent jurisdiction to
determine the proper recipient of those benefits. Any
benefits that become payable while that action is pending
must not be paid or, at the Administrator's direction,
must be paid into the court as they become payable, to
be distributed later by the appropriate holder of Plan
Assets or by the court to the recipient determined by the
court.
(k) Distributions to minors and incompetents. If any Plan
-----------------------------------------
amount is payable to a Participant or Beneficiary who is
a minor or who, in the Administrator's opinion, is not
capable of making proper disposition of funds or is not
legally capable of giving a valid receipt and discharge
for the assets, that payment may be made for the benefit
of the Participant or Beneficiary to any person that the
Administrator in its discretion designates, including the
guardian or legal representative of the Participant or
Beneficiary, an adult with whom that Participant or
Beneficiary resides, or in discharge of that Participant's
or Beneficiary's bills. To the extent of any such
payments,
6-5
<PAGE>
they are deemed a complete discharge of any
liability for such payment under the Plan, and any
Trustee, co-Trustee, Insurer, or other holder of Plan
Assets may make the payments without the intervention
of any guardian or similar fiduciary and without
obligation to require bond or to see to the further
application of the payments.
(l) General rule for valuing Accounts for distributions. All
----------------------------------------------------
assets distributed must be valued as of the time of
distribution. Except as specifically provided otherwise in
this Plan article, the value of a Participant's Account for
purposes of distributions is not determined until after the
Administrator has received all of the appropriate claim
forms, election forms, and withholding forms. The value
is then determined as of the Valuation Date that satisfies
two conditions: first, it is no earlier than the day of the
Participant's Separation from Service; and second, it is
the Valuation Date immediately before the distribution.
(m) Administrator's valuation adjustment. If an Account's
-------------------------------------
value otherwise determined according to this Plan should
be adjusted to avoid obvious unfairness on one hand to
the Participant or Beneficiaries entitled to a distribution
or obvious unfairness on the other hand to the other
Participants and Beneficiaries, the Administrator may
cause a special valuation for that Account alone. The
value of that Account then must be adjusted upward or
downward as necessary in the Administrator's opinion to
avoid the obvious unfairness, based on changes in the
value of Plan Assets (or of any relevant part of the
Plan's assets) since the last general Valuation Date.
(n) Two-part distributions. It is possible for a Participant to
-----------------------
Separate from Service after the last day of a pay period
for which an Employer contribution is made and yet before
6-6
<PAGE>
(perhaps by several years) that Employer contribution
is made. If that happens, the Administrator may
apply this Plan's distribution provisions once to the
Participant's Account before that Employer contribution
is made and then again to the Participant's Account after
the Employer contribution is made.
6.02. Claims
------
(a) Distributions without claims. Except as provided in the
-----------------------------
Plan subsection entitled "Administrator-directed
distribution" (see Plan section 6.05(a)), the Administrator
is not required to cause a Plan distribution before a
claim has been filed, but the Administrator may cause a
Plan distribution before a claim has been filed if
information comes to the Administrator's attention that
indicates that a Participant or Beneficiary is entitled to a
distribution.
(b) Claims to Administrator. Subject to this Plan's
------------------------
provisions on claim reviews, claims for benefits from
this Plan must be made in writing to the Administrator
or to any person the Administrator designates to receive
claims. If the Administrator has made forms available,
those forms must be used; otherwise, a claim by a
Participant or Beneficiary communicated in writing to
the Administrator is satisfactory.
(c) Administrator's response. On receipt of a claim, the
-------------------------
Administrator must respond in writing within ninety
days. The Administrator's first written notice must
indicate any special circumstances requiring an extension
of time for the Administrator's decision. The extension
notice must indicate the date by which the Administrator
expects to give a decision. An extension of time for
processing may
6-7
<PAGE>
not exceed ninety days after the end of
the initial ninety-day period.
(d) Denied claims. If a claim is wholly or partially denied,
--------------
the Administrator must give written notice within the
time provided in subsection (c). If notice that a claim
has been denied is not furnished within the time required
in subsection (c), the claim is deemed denied. An
adverse notice must be written in a manner calculated to
be understood by the claimant and must include
(1) each reason for denial;
(2) specific references to the pertinent provisions of
the Plan or related documents on which the denial
is based;
(3) a description of any additional material or
information necessary for the claimant to perfect
the claim and an explanation of why that material
or information is needed; and
(4) appropriate information about the steps to be taken
if the claimant wishes to submit the claim for
review.
6.03. Review of Claims
----------------
(a) Administrator's review. On receiving a claimant's
-----------------------
proper written request for review, the full membership of
the Administrator or a person designated by the
Administrator must review any claim that was denied
according to the Plan section entitled "Claims" (see Plan
section 6.02). The written request must be received by
the Administrator
6-8
<PAGE>
before sixty-one days after the claimant's
receipt of notice that a claim has been denied
according to that Plan section.
(b) Possible hearing. The Administrator or any designated
-----------------
reviewer must determine whether there will be a hearing.
The claimant and an authorized representative are
entitled to be present and heard at any hearing that is
used as part of the review. Before any hearing, the
claimant or a duly authorized representative may review
all Plan documents and other papers that affect the claim
and may submit issues and comments in writing. The
Administrator or reviewer must schedule any hearing to
give sufficient time for this review and submission,
giving notice of the schedule and deadlines for submis-
sion.
(c) Review decision time limit. The decision on review
---------------------------
must be furnished to the claimant in writing within sixty
days after the request for review is received, unless
special circumstances require an extension of time for
processing. If an extension is required, written notice of
the extension must be furnished to the claimant before
the end of the sixty-day period, and the decision then
must be rendered as soon as possible but not later than
120 days after the request for review was received. The
decision on review must be written in a manner
calculated to be understood by the claimant and must
include specific reasons for the decision and specific
references to the pertinent provisions of the Plan or
related documents on which the decision is based. If the
decision on review is not furnished to the claimant
within the time required in this subsection, the claim is
deemed denied on review.
(d) Allowances if a committee reviews. If a review under
----------------------------------
this section is conducted by any committee, including a
Plan Committee, and if that committee has regularly
scheduled
6-9
<PAGE>
meetings at least quarterly, the rules in this
subsection govern the time for the decision on review
and supersede the rules in the immediately preceding
Plan subsection. If the claimant's written request for
review is received more than thirty days before that
committee's meeting, a decision on review must be made
at the next meeting after the request for review has been
received. If the claimant's written request for review has
been received thirty days or less before a meeting of that
committee, the decision on review must be made at the
committee's second meeting after the request for review
is received. If special circumstances (such as the need to
hold a hearing) require an extension of time for
processing, the committee's decision must be made not
later than that committee's third meeting after the request
for review has been received. If an extension of time is
required, written notice of the extension must be
furnished to the claimant before the extension begins. If
notice that a claim has been denied on review is not
received by the claimant within the time required in this
subsection, the claim is deemed denied on review.
(e) Determination final. Except for a written request for
--------------------
review under subsection (a), all good-faith
determinations by the Administrator are conclusive and
binding on all persons, and there is no right of appeal.
6.04. Death Distributions
-------------------
(a) Amount to which section applies. This section applies
--------------------------------
only to the portion of a Participant's Account for which
the Administrator has not directed a distribution or
transfer according to this Plan before the Administrator
receives proof of that Participant's death.
6-10
<PAGE>
(b) Ordering distribution. Subject to this Plan's other
----------------------
provisions about Beneficiaries, as soon as reasonably
possible after a Participant dies and after the
Administrator receives (or is deemed to receive) the
appropriate claim forms, election forms, and withholding
forms, the Administrator must direct any Trustee, co-
Trustee, Insurer, or other holder of Plan Assets to dis-
tribute the Nonforfeitable value of the Participant's
Account to which this section applies. Except as
specifically provided to the contrary in this Plan, the
Administrator directs distributions to a Participant's
Beneficiary or Beneficiaries.
(c) Valuing the Account. For purposes of subsection (b), a
--------------------
Participant's Account is valued after the Administrator
receives proof of the Participant's death according to
Plan article 7 and as of the Valuation Date that satisfies
both of these conditions:
(1) The Valuation Date is no earlier than the day of
the Participant's death.
(2) The Valuation Date is the Valuation Date
immediately before the distribution.
(d) Death before termination of employment. When a
---------------------------------------
Participant who is an Employee dies, the entire amount
credited to his Account and any amount that is later
allocated to his Account according to this Plan that is
not Nonforfeitable becomes Nonforfeitable only to the
extent announced by the Sponsor's Designee. Except for
announced post-death vesting, when a Participant who is
an Employee dies, only the Nonforfeitable amount credited
to his Account and the Nonforfeitable portion of any
amounts later allocated to his Account according to this
6-11
<PAGE>
Plan may be distributed according to this Plan, and
the Forfeitable portions are Forfeited.
(e) Death after termination of employment. When a
--------------------------------------
Participant who is not an Employee dies, only the Non-
forfeitable amount credited to his Account and the Non-
forfeitable portion of any amounts later allocated to his
Account according to this Plan may be distributed
according to this Plan, and the Forfeitable portions are
Forfeited.
6.05. Distributions on Events
-----------------------
(a) Administrator-directed distribution. When the
------------------------------------
Administrator creates one or more Accounts for a
Participant under one or both of the two Plan subsections
entitled "Administrator-directed allocations" (see Plan
section 4.04(c) or Plan section 4.05(c)), the
Administrator must--as soon as possible--cause a
valuation of those Accounts and order a distribution to
that Participant from his Accounts in cash, in other Plan
Assets, or both--as determined by the Administrator--in
a single sum as soon as possible after that valuation.
(b) When section applies. The provisions of this section's
---------------------
subsection (c) apply when a Participant Separates from
Service for any reason, including Separation from
Service caused by Retirement (including Early
Retirement), death, or Disability. The provisions of this
section's subsection (d) apply according to this Plan's
lettered exhibits describing benefit categories and
Participants' distribution elections.
(c) Allocation entitlements. A Participant who Separates
------------------------
from Service is no longer an Active Participant and is not
6-12
<PAGE>
entitled to Employer contribution allocations for the
Plan Year (or other shorter pay period used by the
Administrator) in which he Separates, but there are three
exceptions listed in this subsection's paragraphs.
(1) In determining eligibility for Employer
contribution allocations, an Active Participant who
Separates from Service as a Covered Employee by
Retiring is an Active Participant through the Plan
Year in which he Separates.
(2) In determining eligibility for Employer
contribution allocations, an Active Participant who
Separates from Service as a Covered Employee
while he has a Disability is an Active Participant
through the Plan Year in which he Separates.
(3) In determining eligibility for Employer
contribution allocations, an Active Participant who
dies as a Covered Employee is an Active
Participant through the Plan Year in which he
dies.
(d) Delayed distribution. This Plan's lettered exhibits
---------------------
defining benefit categories, together with a Participant's
distribution election for each of this Plan's lettered
exhibits for which that Participant has been an Eligible
Employee and has accumulated an Accrued Benefit,
determine whether and when a Participant is entitled to a
distribution. Except as provided in the Plan section
covering Participant-requested withdrawals, a Participant
who is entitled to a distribution according to those
lettered exhibits and his distribution election for any
reason other than death is entitled to that distribution as
soon as possible after the Plan's year-end Valuation Date
that is no earlier than five years following the day on
which the Participant becomes entitled to the
6-13
<PAGE>
distribution. A Participant who is entitled to a dis-
tribution according to this Plan section and who makes
no distribution election according to the Plan sec-
tion entitled "Methods of Distribution" (see Plan section
6.06) receives a distribution in cash, in other Plan
Assets, or both--as determined by the Administrato--in
a single sum after the Valuation Date described in the
preceding sentence.
6.06. Methods of Distribution
-----------------------
(a) Forms first. As provided in this Plan, but only after the
------------
Administrator receives (or is deemed to receive) the
appropriate claim forms, election forms, and withholding
forms, the Administrator must direct any Trustee, co-
Trustee, Insurer, or other holder of Plan Assets to
distribute the Nonforfeitable value of the Participant's
Account.
(b) Designation to Administrator. By written designation
-----------------------------
delivered to the Administrator before the date announced
by the Administrator, a Participant who Separates from
Service on account of Retirement (including Early
Retirement) or Disability may indicate a preference from
among the methods of payment provided in this section,
subject to the provisions of Plan section 6.01 and the
remaining provisions in this Plan article. The
Administrator must instruct any Trustee, co-Trustee,
Insurer, or other holder of Plan Assets to make the dis-
tribution accordingly, unless it would jeopardize the
intended status of the Plan, as described in the Plan
subsection entitled "Qualification intended" (see Plan
section 3.02(b)), or unless the Administrator is allowed
by law to determine and does determine that a form of
distribution will adversely affect the Plan's investments
held for other Participants' benefits. When any Account
(or sub-account) has been completely distributed, it is
cancelled.
6-14
<PAGE>
(c) Other provisions limit. An election of a distribution
-----------------------
method may not extend or expand any Participant or
Beneficiary rights provided in this Plan.
(d) Communicating requests. If a Participant or a
-----------------------
Beneficiary wishes to change his distribution-method
election, a requested change is not effective before it is
received by the Administrator. The Administrator, any
Trustee, co-Trustee, Insurer, or other holder of Plan
Assets, and the Employers are not liable for a failure to
make a change between the time a change is requested
and the Participant's death, Disability, or Separation
from Service, unless the failure is willful or from
substantial negligence; one party is not liable for the
failure of another party.
(e) Methods. Distributions must be made in one or more of
--------
the methods listed in this subsection. According to the
terms of this Plan, if a Participant Separates from
Service on account of Retirement or Disability, his
Accounts must be distributed by either of the two
methods or a combination of the two methods listed in
paragraphs (1) and (2). If a Participant Separates from
Service but not on account of Retirement or Disability,
his Accounts must be distributed as a single sum.
(1) Single sum. The amounts may be distributed as a
-----------
single-sum distribution in cash or other property.
(2) Installment payments. The amounts may be
---------------------
distributed in cash or other property over a fixed
period of time in quarterly or annual installments,
after first having segregated the total amounts and
assets in an Account that does not share in later
Employer contributions but which must be credited
with its share of Plan Asset earnings according to
6-15
<PAGE>
the Plan and any document governing the custody or
investment of Plan Assets, including a Trust Agreement.
The Administrator may adjust any installment-payment
election as it deems necessary to accommodate non-cash
distributions. The portion of a Participant's Account that
is invested in Employer Stock or Employer Securities
may be distributed in kind or in cash, within the Spon-
sor's Designee's absolute discretion.
(f) Restrictions. A distribution method may not be elected
-------------
if it provides for installment payments from this Plan of
less than $100 (or one unit of an Employer Security, if
that is the form of distribution).
(g) Change allowed. If the amount credited to a Participant
---------------
is being paid in installments, the Participant is eligible
for any change in payment method consistent with the
other rules in this section, including emergency advances
according to the procedure established in this Plan
section's subsection (h). To the extent permitted by the
Sponsor's Designee, the Participant may withdraw part
or all of his Account, change the frequency of the
installments, or change the length of the installment
period.
(h) Emergency payments. According to any rules
-------------------
announced by the Sponsor's Designee, the Administrator
may direct the appropriate holder of Plan Assets to make
emergency payments to a Participant or Beneficiary during
a hiatus between the Participant's Separation from Service
and the time when regular benefit payments are to begin.
Emergency payments are treated as advances against the
benefits ultimately due. Emergency payments may be made
only on application by a Participant or the Participant's
6-16
<PAGE>
Beneficiaries, certifying the Separation from Service
and indicating the emergency nature of the application.
Emergency payments may not exceed the Participant's
Nonforfeitable Account balance as determined by the
Administrator, and the Administrator may restrict any
Participant's emergency payments to an amount that is
less than the Participant's Nonforfeitable Account
balance.
6.07. In-Service Withdrawals
----------------------
(a) Written request to Administrator. Subject to
---------------------------------
subsection (b), subsection (c), and subsection (g), to the
extent allowed according to the Sponsor's Designee's
authorizing designation, a Participant who has attained
Age 55 and whose Account has been designated as
eligible for withdrawals according to this section by the
Sponsor's Designee may apply in writing up to twice a
year to the Administrator for the immediate distribution
according to this section of all or part of the
Nonforfeitable value of his Account.
(b) Administrator or Sponsor's Designee may require notice.
-------------------------------------------------------
As to each Participant individually, the Administrator
may adopt and announce a minimum notice period (for
administrative convenience or for any other purpose) for
any withdrawal pursuant to this section. The Sponsor's
Designee may direct the Administrator to adopt and
announce a minimum notice period for any withdrawal
by any Participant individually pursuant to this section.
The Administrator must direct each Insurer, Trustee, co-
Trustee, or other holder of the Plan Assets to be
withdrawn to determine the value of the assets available
for distribution.
(c) Limited to Account value. If a withdrawal is allowed
-------------------------
according to this Plan section's subsection (a), it is
allowed
6-17
<PAGE>
as soon as possible after the Plan's next Valuation Date
after the Administrator receives and approves, at its
sole discretion, the Participant's application and cannot
exceed the Nonforfeitable value of the Participant's
Account valued as of the most recent Valuation Date
before distribution.
(d) Forfeiture. A withdrawal according to subsection (a)
-----------
cannot result in a Forfeiture in excess of the Forfeitable
amount in the Account from which the withdrawal is
distributed, but such a withdrawal automatically results
in the Forfeiture of one-tenth of the Forfeitable amount
in the Account from which the withdrawal is distributed.
(e) Directing distributions. According to the provisions in
------------------------
the preceding subsections of this Plan section and any
additional rules it announces, the Administrator may
direct the appropriate Insurer, Trustee, co-Trustee, and
any other holder of the Plan Assets to be withdrawn to
pay a Participant all or part (including any earnings) of
his Account.
(f) Hardship withdrawals. Subject to his individual
---------------------
limitation according to this subsection, a Participant who
has experienced a hardship may apply in writing to the
Administrator for a distribution after a Valuation Date
according to this section from any of his Nonforfeitable
Accounts that have been designated by the Sponsor's
Designee as available for his withdrawals according to
this subsection. The Sponsor's Designee's announcement
that this subsection applies to an individual Participant
must include a designation by the Sponsor's Designee
identifying each Account and the portion of that Account
available for that Participant's withdrawals according to
this subsection. By a later announcement, the Sponsor's
6-18
<PAGE>
Designee may revise or revoke any announcement that
applies to any Participant at any time. A Sponsor's
Designee's designation may not authorize any Participant
to withdraw more than this subsection's limit as established
by the Administrator. Until changed by the Administrator
with the Sponsor's Designee's consent, this subsection's
limit for withdrawals is an amount equal to the Nonforfeitable
value of the Participant's Account. The Sponsor's Designee
may periodically revise this subsection's withdrawal
limitation to be a uniform amount that is a dollar
figure or a percentage of an Account or both, but no such
revision may cause Forfeitable values to be distributable.
The Administrator must direct the appropriate Insurer,
Trustee, co-Trustee, and any other holder of the Plan Assets
to be withdrawn to determine the value of the assets
available for distribution. The Administrator must determine
the portion of the Participant's Account that may be
withdrawn according to this subsection.
(g) Two-year holdback. As long as assets remain in the
------------------
withdrawing Participant's Account equal to his allocation
from Employer contributions from the two-year period
immediately preceding withdrawal, his right to withdraw
from his Accounts according to this Plan section's
subsection (a) is limited in amount only by the value of
the portion of each of those Accounts that has been
authorized by the Sponsor's Designee as available for his
withdrawals according to this section.
(h) Hardships. Portions of a Participant's Accounts may be
----------
distributed on account of hardship according to subsection
(f) only if the distribution is necessary in light of
immediate and heavy financial needs of the Participant.
A hardship distribution according to this section cannot
6-19
<PAGE>
exceed the amount required to meet the immediate
financial need created by the hardship and not
reasonably available from other resources of the
Participant. The determination of the existence of
financial hardship and the amount required to be distri-
buted to meet the need created by the hardship must be
made in accordance with the standards described in this
subsection. The Administrator may appoint an impartial
counselor to make the determination. Any appointed
counselor must operate according to the provisions in
this Plan article covering claim appeals (see Plan section
6.03, entitled "Review of Claims"). An uninsured medi-
cal need or property loss exceeding $1,500 must always
be deemed a hardship creating a need for an amount
equal to the medical expenses incurred or the property
loss suffered. The Administrator may adopt and
announce a minimum notice period (for administrative
convenience) for any withdrawal pursuant to this Plan
section's subsection (f). Other hardship standards may
be announced by the Administrator.
6.08. Special Distribution Provisions
-------------------------------
(a) When section applies. The remaining provisions of this
---------------------
section 6.08 apply only to the extent that this Plan is
ever not an Excess-benefit Plan. To the extent that any
provision in another section of this Plan article conflicts
with or is inconsistent with a provision in this Plan
section, the provisions of this Plan section control.
(b) Qualified Domestic Relations Orders. Despite any other
------------------------------------
Plan provisions to the contrary, the Administrator must
comply with the terms of a Qualified Domestic Relations
Order. As to a Participant who has not Separated from
Service, a Qualified Domestic Relations Order may
provide
6-20
<PAGE>
for payments to begin to an Alternate Payee on
or after the date on which the Participant attains or
would have attained the Earliest Retirement Age. If the
Participant whose benefit is subject to a Qualified
Domestic Relations Order described in the preceding
sentence dies before the date on which he attains or
would have attained the Earliest Retirement Age, the
Alternate Payee is entitled to benefits only if the order
requires survivor benefits to be paid. For purposes of
the two preceding sentences, the amount to be paid to
the Alternate Payee is computed by using the benefit that
would be payable to the Participant if he had Retired on
the date on which payment is to begin under that order.
The payment of early Retirement benefits with respect to
a Participant who has not yet Retired is not to be con-
sidered to violate the no-increased-benefits provision in
this Plan's definition of Qualified Domestic Relations
Order. The Administrator must establish reasonable
procedures for determining the qualified status of a
Domestic Relations Order and for administering distribu-
tions under a Qualified Domestic Relations Order.
When it receives a Domestic Relations Order, the
Administrator must promptly notify the Participant and
each Alternate Payee that it has received the order and
also notify them of the procedures for determining the
order's qualified status. Within a reasonable period (as
defined by regulations) after it receives a Domestic
Relations Order, the Administrator must determine
whether the order is a Qualified Domestic Relations
Order and notify the Participant and each Alternate
Payee of the determination.
(c) Restrictions on immediate distributions
---------------------------------------
(1) Application of subsection. The Administrator
--------------------------
must notify Participants of acceptable modes of
distribution under this Plan. As required by
ERISA
6-21
<PAGE>
section 203(e), during the time that a
Participant's benefit is considered immediately
distributable, except as provided in paragraph (4),
no distributions may be made without the
Participant's written consent if the value of his
Nonforfeitable Accrued Benefit exceeds (or at the
time of any earlier distribution exceeded) $3,500
(or any larger amount that is consistent with
ERISA section 203(e)). For purposes of this
section, a benefit is considered immediately distri-
butable if any part of the Participant's Account
could be distributed before the Participant reaches
the later of normal retirement age as defined in
ERISA section 3(24) (and in this Plan's article 11
definition of Normal Retirement Age) or Age 62.
(2) Explanation to Participant. When a Participant's
---------------------------
consent is required according to the preceding
paragraph, the Administrator must notify that
Participant of the Participant's right to defer the
receipt of the distribution until the time that his
Accrued Benefit is no longer considered to be
immediately distributable. The Administrator
must also provide the Participant with a general
description of the material features and an
explanation of the relative values of the optional
forms of benefit available under the Plan. The
information must be provided no less than thirty
days and no more than ninety days before the
Participant's Annuity Starting Date, and it must be
provided in a manner that would satisfy the notice
requirements of Code section 417(a)(3) regarding
explanations of automatic survivor annuities.
6-22
<PAGE>
(3) Time of consent. The Participant's written
----------------
consent to a distribution under this section is not
valid unless it is obtained after the Participant
receives the information required in the
immediately preceding paragraph and within the
ninety-day period ending on the Participant's
Annuity Starting Date. A Participant's failure to
make a proper consent to a distribution as required
by this section is deemed to be an election to
defer the commencement of any benefit, and that
election is sufficient to satisfy ERISA section
206(a) and the requirements in this section's
subsection (d).
(4) Exceptions to consent rule. Despite the
---------------------------
requirements of this section's preceding
paragraphs, a Participant's consent is not required
for the commencement of distributions for benefits
that are payable on account of the Participant's
death or that are payable to an Alternate Payee
pursuant to a Qualified Domestic Relations
Order--unless consent is otherwise required by
that order.
(d) Statutory distribution commencement requirements
------------------------------------------------
(1) Latest date for involuntary delay of benefit
--------------------------------------------
commencement. As required in ERISA sec-
-------------
tion 206(a), unless the Participant elects otherwise
and this Plan allows the election, a Participant's
Plan benefit payments must begin no later than
sixty days after the close of the Plan Year in
which occurs the latest of
(A) his sixty-fifth birthday;
6-23
<PAGE>
(B) the tenth anniversary of the date he began
participation in the Plan; or
(C) his Separation from Service.
(2) Allowable involuntary delay. If the benefit
----------------------------
amount cannot be determined before payment is
required, or if it is not possible to pay when
required because the Administrator has been
unable to locate the Participant after making
reasonable efforts to do so, a payment retroactive
to the required date may be made no later than
sixty days after the earliest date on which the
amount of that payment can be determined under
this Plan or sixty days after the date on which the
Participant is located (whichever is applicable).
(3) Elective delay. To the extent that any other Plan
---------------
provisions will allow it, and subject to rules
announced by the Administrator, a Participant may
elect for his payments to begin at a date later than
the earliest date described in paragraph (1), and
even a date later than the latest date specified in
paragraph (1). Except as provided in paragraph
(3) of this section's subsection (c), any
distribution-deferral election must
be made by submitting to the Administrator a
written statement, signed by the Participant,
describing the benefit to be deferred and the date
on which payment of the benefit is to begin. An
election may not violate the other provisions of
this subsection. The distribution in any event
must be according to this Plan's options.
(e) Spouse rights
-------------
6-24
<PAGE>
(1) No survivor annuities. Except for Transfer Contri-
----------------------
butions required under paragraph (3) of the Plan
subsection entitled "Administrator-directed
Transfer Contributions" (see Plan
section 3.06(b)(3)), all Transfer Contributions that
would subject this Plan to the survivor annuity
requirements described in ERISA section 205
must be rejected.
(2) Spousal consent. Any spousal consent that is
----------------
otherwise required under this Plan is not required
if the Participant of whom it would be required
establishes to the satisfaction of a Plan represent-
ative that written spousal consent cannot be
obtained because there is no Spouse, because the
Spouse cannot be located, or because of such
other circumstances as applicable regulations
pursuant to ERISA section 205(l) prescribe. A
Spouse's consent under this Plan is valid only as
to the Spouse who signed the consent. Any
evidence that the consent of a Spouse cannot be
obtained is valid only as to that Spouse.
(f) Delayed distribution. Except as provided in the Plan
---------------------
section covering Participant-requested withdrawals, and
subject to this section's subsection entitled "Restrictions
on immediate distributions," a Participant who is entitled
to any distribution caused by his Separation from
Service for any reason other than death is entitled to that
distribution as soon as possible after the Plan's
appropriate Valuation Date following his Separation
from Service.
(1) Until the Sponsor's Designee announces otherwise
according to this Plan, the appropriate Valuation
Date for this subsection for all Participants is the
Valuation Date immediately after the day before
the Participant Separates from Service.
6-25
<PAGE>
(2) If the Sponsor's Designee announces a rule as to
any Participant or any group of Participants, to the
effect that if all of a Participant's Account is
invested in a fund that has a constantly adjusted
market value (such as a money market fund), then
that Participant is entitled to a distribution of his
Account immediately upon Separation from Serv-
ice.
(3) If the Sponsor's Designee announces a rule as to
any Participant or any group of Participants to the
effect that, for each such Participant who does not
receive a Voluntary Cash-out or an Involuntary
Cash-out upon his Separation from Service, then
the appropriate Valuation Date for this subsection
occurs at the end of the Plan Year in which the
Participant's Vesting Period of Severance includes
at least sixty consecutive months.
(4) The Sponsor's Designee may announce and
implement a rule for any Participant or any class
of Participants, to the effect that the appropriate
Valuation Date for this subsection occurs
immediately after the day before a Participant's
Forfeiture occurs according to Plan article 5.
(5) The Sponsor's Designee may announce and
implement a rule for any Participant or any class
of Participants, to the effect that a specifically
determinable Valuation Date is the appropriate
Valuation Date for this subsection for each of
those Participants.
A Participant who is entitled to a distribution according
to the Plan section entitled "Distribution on Events" (see
Plan section 6.05) may not be required to take that dis-
tribution
6-26
<PAGE>
before the earliest date that does not result in
the Plan's failure to comply with ERISA section 203(e).
A Participant who is entitled to a distribution according
to the Plan section entitled "Distribution on Events" (see
Plan section 6.05), who makes no distribution election
according to the Plan section entitled "Methods of
Distribution" (see Plan section 6.06), and whose Account
cannot be subjected to an Involuntary Cash-out
according to subsection (h) receives a distribution in
cash, in other Plan assets, or both--as determined by the
Administrator except to the extent that this Plan requires
that certain Accounts are distributed only in non-cash
forms--in a single sum after the earliest Valuation Date
following the date described in the next sentence. It
must be the date that is both the earliest date after which
such an involuntary distribution could occur under this
Plan without resulting in the Plan's failure to comply
with ERISA section 203(e) and a date that is not earlier
than the Participant could have received a participation-
termination distribution under this Plan by electing to
receive the distribution.
(g) Voluntary Cash-out. If the Nonforfeitable value of a
-------------------
Participant's Account under this Plan exceeds $3,500 (or
any other amount authorized by ERISA sections 203(e)
or 204(d)(1) or applicable regulations) during the time
that a Participant's benefit is considered immediately
distributable for purposes of subsection (c) of this
section, his benefit cannot be distributed according to
this subsection as an Involuntary Cash-out, but it can be
distributed as a Voluntary Cash-out. A Participant's
compliance with the consent provisions of subsection (c)
of this section as part of his application for a single sum
distribution is his consent that is required for a
Voluntary Cash-out. With that Participant's consent,
distribution as a Voluntary Cash-out may occur if the
other provisions in this article allow
6-27
<PAGE>
a single sum distribution of the Participant's entire
Nonforfeitable interest in his Account, if the
distribution occurs not later than the close of the
second Plan Year following the Plan Year in which that
Participant terminated participation in the Plan or if
the facts and circumstances demonstrate that the
distribution is on account of the individual's termination
of participation in the Plan.
(h) Involuntary Cash-out. For any Participant who Separates
---------------------
from Service or terminates participation in this Plan, if
the Nonforfeitable value of that Participant's Account
does not exceed $3,500 (or any other amount authorized
by ERISA sections 203(e) or 204(d)(1) or applicable
regulations) during the time that a Participant's benefit is
considered immediately distributable for purposes of
subsection (c) of this section, and if the other provisions
in this article allow a single sum distribution of the
Participant's entire Nonforfeitable interest in his
Account, the Administrator may direct the Trustee or
each appropriate co-Trustee to cause an Involuntary
Cash-out according to this subsection of the Participant's
entire Nonforfeitable interest in his Account. The
Involuntary Cash-out may occur at any time after the
Participant terminates his participation in the Plan, if that
cash-out distribution occurs not later than the close of
the second Plan Year following the Plan Year in which
that Participant terminated participation in the Plan or if
the facts and circumstances demonstrate that the distribu-
tion is on account of the individual's termination of
participation in the Plan.
6-28
<PAGE>
CRESTAR FINANCIAL CORPORATION
Permanent Executive Benefit Plan
As Amended And Restated
Effective December 26, 1990
ARTICLE 7
DEATH
-----
7.01. Proof of Death
--------------
The Administrator has no duty to direct a death-provoked
distribution under this Plan until it receives proof of the
Participant's death.
7.02. Designation of Beneficiary
--------------------------
(a) Application of section. This section applies only to the
-----------------------
portion of a Participant's Account for which the Admin-
istrator has not directed a distribution or a transfer
according to this Plan before the Administrator receives
proof of the Participant's death.
(b) Beneficiaries. A Participant may designate a Beneficiary
--------------
or Beneficiaries, indicating single, multiple, primary, or
secondary Beneficiaries. Each designation must be in
writing, signed by the Participant, and delivered to the
Administrator. Each designation is revocable. A Partici-
pant's change of Beneficiary is not effective until
received by the Administrator. The Administrator, any
Insurer, Trustees, co-Trustees, and Employers are not
liable for a failure to make a change between the time
requested and the Participant's death unless the failure is
willful or from substantial negligence, and one party is
not liable for the failure of another party. If there is no
valid designation by the Participant, or if the designated
Beneficiary or Beneficiaries fail to survive the
Participant, the Beneficiary is the Participant's Spouse
at the Participant's death; if the
7-1
<PAGE>
Participant has no Spouse at death, then the Beneficiary
is the Participant's estate.
7-2
<PAGE>
CRESTAR FINANCIAL CORPORATION
Permanent Executive Benefit Plan
As Amended And Restated
Effective December 26, 1990
ARTICLE 8
AMENDMENT, TERMINATION, AND MERGER
----------------------------------
8.01. Exercise of Powers
------------------
(a) Source of powers. The Sponsor's exercise of each of the
-----------------
powers listed in this subsection's paragraphs is limited
by and is governed by this article and Plan article 10.
Unless otherwise specified or limited by this Plan,
however, each of the powers is vested in full in the Sponsor.
(1) The power to name or remove Plan Fiduciaries.
(2) The power to amend this Plan.
(3) The power to cause or allow a merger or
consolidation of this Plan with another plan.
(4) The power to cause or allow a transfer of assets or
liabilities from or to this Plan.
(5) The power to cause or allow this Plan to be
terminated.
(6) The power to suspend benefit payments.
(7) The power to cause allocations of Plan Assets.
(b) Power to amend. This Plan section may not be amended
---------------
unless the amendment in no way endangers the rights of
the Plan's current Participants or the rights of the
Participants in Associated Plans, which fact must be
evidenced by the determination of a court of competent
8-1
<PAGE>
jurisdiction or, until such a court determines the fact, by
an opinion of counsel selected by the Administrator.
That counsel's opinion must be addressed to the Partici-
pants of this Plan and the participants of the Associated
Plans and must be delivered to the Administrator as
agent for those individuals. This Plan article may not be
amended unless the amendment is either
(1) the correction of typographic or scriveners' errors
(which include omissions, diction errors, or
sentence structures that cause a confused or
unintended meaning) that occur in the process of
drafting this document, and each such error must
be confirmed by the Sponsor and the Sponsor's
counsel who assisted in drafting this document; or
(2) the removal or addition of provisions in
furtherance of the purpose of this Plan and
without reducing the Accrued Benefits of
Participants generally, which facts must be
evidenced by the determination of a court of
competent jurisdiction or, until such a court
determines those facts, by an opinion of counsel
selected by the Administrator. That counsel's
opinion must be addressed to the current
Participants (if there are any) and must be
delivered to the Administrator as agent for those
individuals.
Every exhibit to this Plan is part of the Plan.
Except as specifically provided in this Plan, the
creation or change of an exhibit by a Fiduciary
authorized in this Plan to create or change the
exhibit is a plan amendment requiring approval of
the Sponsor's Designee but not an amendment
restricted by this Plan article other than during a
Suspension Period. Any other creation or change in
8-2
<PAGE>
an exhibit is an amendment that requires
approval by the Sponsor's Designee and is
restricted by this Plan article unless the exhibit
itself provides otherwise (for example, the exhibit
of Alternate Administrators described in the Plan
subsection entitled "Alternate Administrator
appointment" (see Plan section 10.05(b)) normally
would not be the type of exhibit restricted by this
Plan article other than during a Suspension Period.
During a Suspension Period, the creation or
change of an exhibit for any section in this Plan
article or any lettered exhibit describing a benefit
arrangement is a Plan amendment limited by this
Article.
(c) General power to amend, terminate, or transfer
----------------------------------------------
assets/liabilities. Except as otherwise specifically
-------------------
provided in this article and in Plan article 10, the
Sponsor has the power and right to:
(1) amend this Plan in whole or in part;
(2) terminate this Plan in whole or in part or suspend
any benefit payments;
(3) cause assets, liabilities, or both to be allocated
within this Plan or to be transferred to or from
this Plan; and
(4) name Plan Fiduciaries.
(d) Sponsor's powers suspended. The Sponsor's powers
---------------------------
described in subsections (a), (b), and (c) are suspended
according to the Plan section entitled "Trigger Events,
Restoration Events, and Consequences" (see Plan sec-
tion 8.10) during a Suspension Period.
8-3
<PAGE>
8.02. Amendment
---------
(a) Sponsor. Except as specifically provided in this Plan
--------
(for example, as provided in Plan article 10, Plan sec-
tion 8.01, Plan section 8.09, Plan section 8.10, and
subsections (c) and (d) of this Plan section) or in the
other documents identified in this section, the Sponsor
retains the right
(1) to prospectively or retroactively amend this Plan
and any governing document for any funding
medium for this Plan, including a Trust
Agreement, to establish or retain the status of this
Plan and any funding medium, including a Trust,
under the provisions of the Plan subsection
entitled "Qualification intended" (see Plan section
3.02(b));
(2) to amend this Plan and any governing document
for any funding medium for this Plan, including a
Trust Agreement, in any other manner;
(3) to amend this Plan and liquidate any funding
medium, including a Trust Fund, according to that
funding medium's governing documents; and
(4) to amend this Plan and liquidate any Plan Assets
attributable to any identifiable component of this
Plan by transferring all Plan Assets attributable to
that portion of the Plan to the General Trust Fund
that is part of the Crestar Financial Corporation
OMNI Trust Fund.
An amendment is effective on the date indicated in any
written instrument that is executed by the Sponsor (or by
the person specified according to Plan section 8.09(b),
8-4
<PAGE>
when the Sponsor's power is suspended or has been term-
terminated) and delivered to the Administrator.
(b) No diversion or assignment. The provisions of this
---------------------------
subsection are subject to the provisions of subsection (c).
Except for the transfer of assets according to the Plan
section entitled "Plan Merger or Asset Transfer" (see
Plan section 8.03) to the extent only of assets that would
become part of this Plan's Asset-transfer Suspense
Account if all of this Plan's assets and liabilities were
part of a Transfer Contribution (for which no Sponsor
instructions were given) to this Plan, no amendment to
the Plan or any governing document for any funding
medium for this Plan, including a Trust Agreement, and
no transfer of liabilities or any Plan Assets or Trust Fund
assets may authorize or permit any part of any Plan
Assets to be used for or diverted to purposes other than
the exclusive purposes of defraying reasonable expenses
of administering the Plan and providing benefits to
Employees, Participants, and Beneficiaries. An
amendment may not cause a reduction in Accrued Benefits credited
to any Participant until then and may not cause a Forfeiture of
any Participant's Accrued Benefit, whether it is Forfeitable or
vested (Nonforfeitable). An amendment may not cause or permit any
portion of any Plan Assets or Trust Fund assets to revert to or
become the property of an Employer. An amendment that affects the
rights, duties, or responsibilities of any Fiduciary may not be
made without that Fiduciary's written consent.
(c) Administrative expenses, diversions, and reversions. As
----------------------------------------------------
allowed by law, a transfer of liabilities or Plan Assets or
Trust Fund assets or an amendment to the Plan or any
governing document for any funding medium for the
Plan, including a Trust Agreement, may authorize or
permit part
8-5
<PAGE>
of any Plan Assets to be used for or diverted
to the payment of taxes owed or to the payment of
reasonable administrative expenses. Any portion of any
Trust Fund that is in a Suspense Account must be
transferred, upon this Plan's termination, to the General
Trust Fund that is part of the Crestar Financial Corpora-
tion OMNI Trust Fund. Any amounts that cannot be
transferred to the General Trust Fund that is part of the
Crestar Financial Corporation OMNI Trust Fund must
remain in that Suspense Account until the Administrator
directs their allocation in a manner permitted by this
Plan.
(d) Termination limitation. This Plan may not be amended
-----------------------
in any way that allows a termination before the
permissible termination according to the Plan subsection
entitled "General termination rules" (see Plan sec-
tion 8.05(a)), in any way that requires such a premature
termination, or in any way that, in the Administrator's
opinion, is or allows the functional equivalent of such a
premature termination.
8.03. Plan Merger or Asset Transfer
-----------------------------
(a) No reduction of benefits. So long as this Plan remains
-------------------------
an Excess-benefit Plan, there are no Plan Assets that are
subject to ERISA section 208. As to Plan Assets that
are subject to ERISA section 208, the merger or
consolidation of this Plan with, or the transfer of assets
or liabilities of this Plan to another employee benefit
plan or the transfer of assets or liabilities of another plan
to this Plan is not allowed unless each Participant's
benefit entitlement immediately after the merger,
consolidation, or transfer is (when computed as if the
surviving or receiving plan had immediately terminated)
equal to or greater than the benefit to which the
Participant would have been entitled if this Plan had
terminated immediately before the merger,
8-6
<PAGE>
consolidation, or transfer. As to Plan Assets not
subject to ERISA section 208, transfers of assets
or liabilities to or from this Plan may be accomplished
without regard to the effect on any Participant's
benefit entitlement.
(b) Sponsor's Designee's written directions. As required in
----------------------------------------
subsection (c) or according to written direction from the
Sponsor's Designee (or from the person specified
according to the Plan subsection entitled "Power over
Mergers" (see Plan section 8.09(d))--as to mergers--or
the Plan subsection entitled "Powers over asset or
liability transfers" (see Plan section 8.09(e))--as to other
transfers--when the Sponsor's power is suspended or
has been terminated), the Administrator must direct any
Fiduciary that holds Plan Assets to take all necessary
steps to transfer any Plan Assets held to another
employee-benefit plan or another employee-benefit
plan's funding medium.
(c) Administrator-directed transfers. If this Plan receives a
---------------------------------
Transfer Contribution according to the Plan subsection
entitled "Administrator-directed Transfer Contributions"
(see Plan section 3.06(b)) because of events described in
paragraph (3) of that subsection (i.e., certification of
overdue benefits by an Associated Plan's administrator),
then subject to the remaining provisions of this
subsection, the Administrator must cause an equal
transfer of Plan Assets--without liabilities--to the
Associated Plan for which the certification was received.
If no transfer is permitted by the Associated Plan in
question, or if the Administrator does not receive
assurances satisfactory to the Administrator that the asset
transfer will be applied toward the satisfaction of the
overdue benefits in question, the Administrator must
direct that the transfer instead take the form of a
payment or payments to any individual
8-7
<PAGE>
entitled to the overdue benefit payments according to the two
Plan subsections entitled "Administrator-directed allocations"
and the Plan subsection entitled "Administrator-directed
distribution" (see Plan sections 4.04(c), 4.05(c), and 6.05(a)).
To the extent that such a Transfer Contribution would have been
received but for the absence of transferable assets from
Associated Plans or to the extent that such a Transfer
Contribution is received but all such Transfer Contributions
related to a given certification are less than the certified
overdue and unpaid benefits, the Administrator must supplement
the transfer of Plan Assets described in the preceding sentence
by applying the principles of subsections (c), (d), and (e) of
the Plan section entitled "Transfers" (see Plan section 3.06) to
this Plan, creating a transfer of Plan Assets that--to the extent
possible from the Plan Assets after Transfer Contributions--will
satisfy the overdue and unpaid benefits under the Associated
Plan.
8.04. Discontinuance of Contributions
-------------------------------
(a) Employers. Except as otherwise announced by the
----------
Sponsor's Designee (or by the person specified
according to the Plan subsection entitled "Other Powers"
(see Plan section 8.09(g)), when the Sponsor's power is
suspended or has been terminated) and except for
Transfer Contributions required by this Plan, each
Employer has the right at any time to reduce or
discontinue its contributions, if any, to this Plan. A
complete discontinuance of contributions from all
Employers has no effect on the Forfeitability of any
Accounts.
(b) Not a termination. A discontinuance of Employer
------------------
contributions is not a termination of the Plan unless the
Sponsor's Designee (or the person specified according to
8-8
<PAGE>
the Plan subsection entitled "Power to terminate" (see
Plan section 8.09(c)), when the Sponsor's power is sus-
pended or has been terminated) gives the notice
described in the Plan subsection entitled "General
termination rules" (see Plan section 8.05(a)).
8.05. Termination
-----------
(a) General termination rules. After ten years from this
--------------------------
Plan's Effective Date, the Sponsor's Designee (or the
person specified according to the Plan subsection entitled
"Power to terminate" (see Plan section 8.09(c)), when the
Sponsor's power is suspended or has been terminated)
has the right at any time to terminate this Plan wholly or
partly, subject to the provisions of the Plan sections
entitled "Exercise of Powers" and "Trigger Events,
Restoration Events, and Consequences" (see Plan
sections 8.01 and 8.10). The ten-year period described
in the preceding sentence is extended automatically by
one year on each anniversary of this Plan's Effective
Date (i.e., the period is a rolling ten-year period) until
the Sponsor's Designee (or the person specified
according to the Plan subsection entitled "Power to
Amend" (see Plan section 8.09(b)), when the Sponsor's
power to amend is suspended or has been terminated)
announces an amendment that stops this automatic
extension; such an amendment, however, may not reduce
the remaining nine years of the non-termination period.
(b) Notice. Notice of a termination must be given to the
-------
Participants, to the Administrator, to any Fiduciary
holding Plan Assets that would be affected by the
termination, and to all necessary authorities. If any
authority's approval is necessary, termination is effective
according to that approval; otherwise, the date of the
notice or a later date
8-9
<PAGE>
designated in the notice is the termination date for purposes of
this Plan article. To the extent that any Account is Forfeitable,
that Account is Forfeited upon the termination of the Plan, and
the assets of that Account are transferred to an Employer-
designated Suspense Account. Any entitlement to Plan benefits
that exceeds the value of Plan Assets allocated to satisfy those
benefits are cancelled upon the Plan's termination, even if the
benefits in question would have been Nonforfeitable Accrued
Benefits upon the allocation of Plan Assets to satisfy those
benefits.
(c) Termination as to specific Participants or groups of
----------------------------------------------------
Participants. Except when this Plan has only one
-------------
remaining Participant, the Sponsor's Designee (or the
person specified according to the Plan subsection entitled
"Power to terminate" (see Plan section 8.09(c)), when the
Sponsor's power is suspended or has been terminated)
has the right at any time to prospectively terminate the
rights of any Participant or Beneficiary under the Plan
and to prospectively terminate eligibility to receive Plan
benefits as to any Participant, any Beneficiary, or any
group of Participants or Beneficiaries.
(d) Termination as to specific Plan benefits. For any Plan
-----------------------------------------
benefit that is terminated, or for all Plan benefits if the
Plan terminates, except as authorized by the Sponsor's
Designee (or the person specified according to the Plan
subsection entitled "Power to terminate" (see Plan
section 8.09(c)), when the Sponsor's power is suspended
or has been terminated) expressly in any action causing
the termination of the benefit or the Plan, no further
benefit payments are provided by the Plan, regardless of
when the event that gave rise to a potential benefit
payment occurred.
8-10
<PAGE>
(e) Partial termination. If the Plan partially terminates
--------------------
(determined in a manner consistent with legal
authorities), all affected Accounts or any Account to the
extent affected may then be treated by the Administrator
(acting at its discretion) as if the Plan had terminated.
(f) Allocation of Plan Assets. After the allocations
--------------------------
described in the Plan subsection entitled "Pre-termination
allocations" (see Plan section 8.07(b)), which does not
include any allocation required by ERISA sec-
tion 403(d)(1), all Suspense Accounts are not Plan
Assets. On the Plan's termination after those allocations,
as to any Plan Assets that are subject to ERISA
section 403(d)(1), the Administrator must direct that
those Plan Assets (exclusive of any Suspense Account)
be allocated among the Participants and Beneficiaries
according to the order specified in ERISA section 4044.
A Participant has no recourse toward satisfaction of his
Account other than from Plan Assets.
(g) Liquidation. Unless the Sponsor's Designee (or the
------------
person specified according to the Plan subsection entitled
"Power to terminate" (see Plan section 8.09(c)), when the
Sponsor's power is suspended or has terminated) spe-
cifies otherwise on the Plan's termination, the Adminis-
trator must cause the immediate liquidation (the orderly
sale of assets to achieve liquidity) of any Suspense
Accounts and Plan Assets and cause distributions
according to subsection (h). If all of the Employers have
resigned participation in the Plan, until actual liquidation
and distribution of any Suspense Accounts and Plan
Assets, the Administrator must assume all powers and
duties of the Employers (except duties relating to con-
tributions each Plan Year). After the Plan's termination,
expenses must be
8-11
<PAGE>
paid from each funding medium unless at least one Employer
affirmatively agrees to pay the expenses.
(h) Distributions. After implementing the provisions of the
--------------
Plan section entitled "Allocation of Plan Assets" (see
Plan section 8.07), providing for payment of any
expenses properly chargeable against any Plan Assets,
and confirming compliance with all other precedent
requirements of law, the Administrator may direct the
distribution of any Plan Assets, including a direction that
any Fiduciary holding any Plan Assets, including any
Trustees and co-Trustees, distribute assets remaining in
any funding medium for which that Fiduciary is respon-
sible, including a Trust Fund. Assets in any Suspense
Account or unallocated Benefit Reserve (after application
of subsection (f) of this section) must be transferred to
the General Trust Fund that is part of the Crestar Finan-
cial Corporation OMNI Trust Fund in kind unless such a
transfer is prohibited by this Plan or by any governing
document for any funding medium (including a Trust
Agreement) for this Plan. Any amounts that cannot be
transferred to the General Trust Fund that is part of the
Crestar Financial Corporation OMNI Trust Fund
according to this Plan or any governing document for
any funding medium for this Plan (including a Trust
Agreement) must be transferred to a trust and held for
the benefit of all participants under all Associated Plans
according to the Plan subsection entitled "Special
benefits" (see Plan section 8.07(d)). If such a trust fund
does not exist when a transfer under this subsection must
occur, then the Administrator must create one. Distribu-
tions to Participants may be in cash or in kind and are
not subject to the regular distribution provisions of this
Plan. Distributions according to this section must be in
the manner the Administrator determines, so long as the
8-12
<PAGE>
Administrator's determinations are consistent with statu-
tory requirements. Except as specifically provided by
law, the Administrator's determination is conclusive as
to all persons.
(i) No further rights. Each Fiduciary that holds Plan Assets
------------------
must transfer or deliver property according to the
Administrator's directions, either without endorsement or
endorsed as the Administrator directs. Such a Fiduciary
will have no further right, title, or interest in property
distributed. After all distributions are completed, each
such Fiduciary is discharged from all obligations under
the governing document for the funding medium in
which those Plan Assets were held. Except by statute,
no Participant or Beneficiary has any further right or
claim against those Fiduciaries.
8.06. Effect of Employer Transactions
-------------------------------
If an Employer is merged or consolidated with any other
business, or is succeeded by a corporation or any other legal
entity that acquires substantially all of the Employer's assets,
the surviving or purchasing corporation or legal entity may
elect to continue this Plan as to that Employer's Participants.
If a Participant continues work with the surviving or purchasing
legal entity but does not qualify by law to continue as a
Participant, the Administrator must determine the options
available that would not render this Plan at any time revocable,
invalid, or inconsistent with the last two sentences of the Plan
subsection entitled "Qualification intended" (see Plan
section 3.02(b)) and must treat that Participant's interests in the
manner the Administrator deems most beneficial to that
Participant.
8-13
<PAGE>
8.07. Allocation of Plan Assets
-------------------------
(a) Application of subsections. Upon this Plan's
---------------------------
termination, the Administrator must cause each Fiduciary
holding Plan Assets to allocate those assets. The
Administrator must direct the allocations by first
applying this Plan section's subsection (b) and must then
apply each other subsection serially, in the order that the
subsections appear.
(b) Pre-termination allocations. When the Plan terminates,
----------------------------
the assets representing the Suspense Accounts must be
separated from other assets within the Plan's funding
media (including any Trust Fund) and transferred to the
General Trust Fund that is part of the Crestar Financial
Corporation OMNI Trust Fund. Assets other than the
Suspense Accounts must be allocated according to
subsection (c) and subsection (d) of this Plan section.
(c) Application of ERISA section 4044. The Administrator
----------------------------------
must direct all Fiduciaries holding Plan Assets (including
any Trustees and co-Trustees) to allocate the Plan
Assets, including Plan Assets within any Trust Fund,
among the Participants and Beneficiaries according to
the order specified in ERISA section 4044.
(d) Special benefits. Except as provided in this Plan
-----------------
section's subsection entitled "Distributions" (see
section 8.05(h)), any residual Plan Assets must be dis-
tributed to the Participants to the extent that they are
attributable to Participant contributions under any
Employer-maintained Pension Plan (pro-rata according to
--- ----
their contributions), and otherwise, to the General Trust
Fund that is part of the Crestar Financial Corporation
OMNI Trust Fund, if all liabilities of this Plan to Partici-
pants and their Beneficiaries have been satisfied and if
the distribution does not
8-14
<PAGE>
contravene any provisions of law. When this Plan section's
subsection entitled "Distributions" (see Plan section 8.05(h))
precludes a transfer to the General Trust Fund that is part of
the Crestar Financial Corporation OMNI Trust Fund, residual Plan
Assets must be used to provide additional benefits to
participants under all Associated Plans in proportion to their
relative Earnings (subject to this Plan's Exhibit 8.07), as
determined by the Standing Committee or, if there is no Standing
Committee, as determined by the Administrator.
8.08. Restrictions Applicable Under Certain Circumstances
---------------------------------------------------
During any period in which a Sponsor power is suspended or
terminated according to the Plan section entitled "Trigger
Events, Restoration Events, and Consequences" (see Plan
section 8.10), an individual who is vested according to the Plan
section entitled "Rules About Entities Exercising Powers" (see
Plan section 8.09) with that Sponsor power or who is part of an
entity or body vested with that Sponsor power must not act to
cause any benefit payment or Plan Asset allocation to himself.
In the case of a member of a body or entity, the individual's
benefit or allocation must be determined by secret ballot of the
remaining members of that body or entity. If that ballot results
in a tie vote or if the individual in question is not a member of
a body or entity, the benefit or allocation is determined by the
individual living Fiduciary named in Exhibit 8.08. If there is
no living person named in Exhibit 8.08, the Administrator must
petition a court with proper jurisdiction to name an individual
living Fiduciary for Exhibit 8.08.
8.09. Rules About Entities Exercising Powers
--------------------------------------
(a) Exhibits. This Plan section allows identified exhibits to
---------
be appended to the Plan to facilitate the operation of the
Plan
8-15
<PAGE>
when the Sponsor's powers are suspended or terminated
according to the Plan section entitled "Trigger Events,
Restoration Events, and Consequences" (see Plan section 8.10).
(b) Power to amend. The Sponsor's powers in this Plan to
---------------
amend the Plan are suspended or terminated according to
the Plan subsection entitled "Limitation on amendment
and termination rights" (see Plan section 8.10(b)).
Whenever the Sponsor may not amend this Plan, the
Sponsor's power to amend becomes the power to direct
the Administrator to cause an amendment, and that
power is vested in the person or persons identified in
Exhibit 8.09(b). If there is no validly completed
Exhibit 8.09(b), the Sponsor's power to amend becomes
the power to direct the Administrator to cause an
amendment, and that power is vested in the Standing
Committee or, if there is no Standing Committee, in the
Administrator.
(c) Power to terminate. The Sponsor's powers in this Plan
-------------------
to terminate the Plan or any part of it are suspended or
terminated according to the Plan subsection entitled
"Limitation on amendment and termination rights" (see
Plan section 8.10(b)). Whenever the Sponsor may not
terminate this Plan, the Sponsor's power to terminate
becomes the power to direct the Administrator to cause
the Plan's termination, and that power is vested in the
person or persons identified in Exhibit 8.09(c). If there
is no validly completed Exhibit 8.09(c), the Sponsor's
power to terminate becomes the power to direct the
Administrator to cause the Plan's termination, and that
power is vested in the Standing Committee, or if there is
no Standing Committee, in the Administrator.
8-16
<PAGE>
(d) Power over mergers. The Sponsor's powers in this Plan
-------------------
to cause or allow a merger or consolidation of this Plan
with another plan are suspended or terminated according
to the Plan subsection entitled "Mergers and asset and
liability transfers" (see Plan section 8.10(c)). Whenever
the Sponsor may not cause or allow a merger or
consolidation of this Plan with another plan, the
Sponsor's power to cause or allow a merger or
consolidation of this Plan with another plan becomes the
power to direct the Administrator to cause or allow a
merger or consolidation, and that power is vested in the
person or persons identified in Exhibit 8.09(d). If there
is no validly completed Exhibit 8.09(d), the Sponsor's
power to cause or allow a merger or consolidation of
this Plan with another plan becomes the power to direct
the Administrator to cause or allow a merger or
consolidation, and that power is vested in the Standing
Committee or, if there is no Standing Committee, in the
Administrator.
(e) Power over asset or liability transfers. The Sponsor's
----------------------------------------
powers in this Plan to cause or allow a transfer of assets
or liabilities from or to this Plan are suspended or
terminated according to the Plan subsection entitled
"Mergers and asset and liability transfers" (see Plan sec-
tion 8.10(c)). Whenever the Sponsor may not cause or
allow a transfer of assets or liabilities from or to this
Plan, the Sponsor's power to cause or allow a transfer of
assets or liabilities from or to this Plan becomes the
power to direct the Administrator to cause or allow a
transfer of assets or liabilities, and that power is vested
in the person or persons identified in Exhibit 8.09(e). If
there is no validly completed Exhibit 8.09(e), the Spon-
sor's power to cause or allow a transfer of assets or
liabilities from or to this Plan becomes the power to
direct the Administrator to cause or allow a transfer of
assets or liabilities, and that power is
8-17
<PAGE>
vested in the Standing Committee or, if there is no Standing
Committee, in the Administrator.
(f) Power to delegate. The Sponsor's powers in this Plan to
------------------
delegate Fiduciary responsibilities not otherwise
delegated in this Plan and to appoint Investment
Managers are suspended according to the Plan subsection
entitled "Other powers suspended" (see Plan
section 8.10(f)). Whenever the Sponsor may not
exercise those powers, the Sponsor's powers are vested
in the person or persons identified in Exhibit 8.09(f),
which may specify different persons for different powers.
If there is no validly completed Exhibit 8.09(f) or if
Exhibit 8.09(f) fails to identify a person for a power
named in the first sentence of this subsection, then each
power not otherwise vested is vested in the Standing
Committee or, if there is no Standing Committee, in the
Administrator.
(g) Other powers. The Sponsor's powers under this Plan not
-------------
previously described in this Plan section are suspended
according to the Plan subsection entitled "Other powers
suspended" (see Plan section 8.10(f)), including the
power to suspend benefit payments and the power to
cause allocations of Plan Assets. If there is any such
Sponsor power that is suspended or terminated and that
power is not otherwise vested according to this Plan
section or Plan article 10, if the suspension or
termination of that power would cause this Plan to fail to
operate because there is no Fiduciary otherwise
empowered to act alone, then that power is vested in the
Standing Committee (or, if there is no Standing
Committee, in the Administrator) except to the extent
that the power is identified and vested in another person
or persons according to any validly completed
Exhibit 8.09(g).
8-18
<PAGE>
(h) Relationship to other Plan provisions. Whenever this
--------------------------------------
section results in the suspension or termination of the
Sponsor's powers, that suspension or termination is
effective without regard to other Plan provisions that
appear to allow those powers to continue to be exercised
by the Sponsor. This section's substitution of
individuals or entities to exercise the Sponsor's powers,
however, operate only to the extent that some other
individual or entity has not been identified elsewhere in
this Plan (for example, the Plan section entitled
"Suspension Periods" (see Plan section 2.07) or Plan
article 10) or in a Trust Agreement as the Sponsor's
substitute or as the transferee of that power.
(i) Exercise of power. To the extent that this Plan suspends
------------------
a power of the Sponsor and vests that power in another,
if a Trust Agreement or this Plan otherwise requires that
power to be exercised by the Administrator, then that
power becomes the power to direct the Administrator to
cause or take the action that is the subject of that power.
8.10. Trigger Events, Restoration Events, and Consequences
----------------------------------------------------
(a) Application of section. This section's remaining
-----------------------
subsections apply only during a Suspension Period.
(b) Limitation on amendment and termination rights. This
-----------------------------------------------
subsection governs the right to amend or terminate this
Plan during a Suspension Period. During a Suspension
Period, the Sponsor may not amend or terminate this
Plan.
(c) Mergers and asset and liability transfers. This subsection
------------------------------------------
governs the transfer of assets and liabilities to and from
this Plan during a Suspension Period. During a
Suspension Period, the Sponsor's power to cause or
allow a merger or
8-19
<PAGE>
consolidation of this Plan with another plan is suspended; the
Sponsor's power to cause or allow transfers of assets or
liabilities from or to this Plan is also suspended. After any
Second-tier Trigger Event or Financial Trigger Event and for the
duration of the Suspension Period, except as provided in the Plan
subsection entitled "Administrator-directed transfers" (see Plan
section 8.03(c)) or upon termination of this Plan, no person may
cause any transfer of assets from this Plan's identifiable
portion of any funding medium for this Plan.
(d) Consent to actions of Administrator. During a
------------------------------------
Suspension Period, any Plan provision requiring the
Administrator to act only with the Sponsor's consent is
not effective to require the Sponsor's consent; except for
Sponsor powers vested in other persons according to the
Plan section entitled "Rules About Entities Exercising
Powers" (see Plan section 8.09) or Plan article 10, and
except when this Plan requires the consent of the
Standing Committee (and there is one) or another
Fiduciary, the Administrator is authorized to act alone.
(e) Consent to actions of Committees. During a Suspension
---------------------------------
Period, any Plan provision requiring any Plan Committee
or any other committee to act only with the Sponsor's
consent is not effective to require the Sponsor's consent;
except for Sponsor powers vested in other persons
according to the Plan section entitled "Rules About
Entities Exercising Powers" (see Plan section 8.09) or
Plan article 10 and except when this Plan requires the
consent of Standing Committee (and there is one) or
another Fiduciary, any Plan Committee or any other
committee is authorized to act alone.
8-20
<PAGE>
(f) Other powers suspended. During a Suspension Period,
-----------------------
the Sponsor's powers to delegate fiduciary
responsibilities not otherwise delegated in this Plan, to
appoint one or more Investment Managers, and to make
any determination within the jurisdiction of any
Administrator or any committee are suspended. During
a Suspension Period, the Sponsor's powers not otherwise
suspended according to this Plan section are suspended.
(g) Restoration Events. According to this subsection, if any
-------------------
other provisions of this Plan section have been effected,
causing a suspension of the Sponsor's powers, that other
subsection no longer applies on the earliest of the dates
described in this subsection's paragraphs.
(1) One date is three calendar years after the most
recent Trigger Event that provoked the suspension
of powers, subject to an infinite number of one-
year extensions if the Standing
Committee--whenever there is one--the Primary
Trustee under the Crestar Financial Corporation
OMNI Trust Agreement, and the Administrator
unanimously so determine, in a meeting held in
the December before the expiration of this
paragraph's effective time.
(2) Another date is the day on which the Standing
Committee (whenever there is one) and the
Administrator both agree that all transactions
provoking Trigger Events have been unwound or
reversed, whether by mutual agreement of the
parties, operation of law, or a court of competent
jurisdiction.
(3) Another date is the day on which the Primary
Trustee under the Crestar Financial Corporation
8-21
<PAGE>
OMNI Trust Agreement, the Administrator, and
the Standing Committee--whenever there is
one--unanimously determine that the Sponsor's
powers are restored, but the Standing Committee,
the Primary Trustee, and the Administrator may
not act under this subsection for one calendar year
following the most recent Trigger Event that
provoked the suspension of the Sponsor's powers
and until counsel selected by the Administrator
determines that such action or the ability to act
would not enhance the possibility that assets of
the Crestar Financial Corporation OMNI Trust
could be reached by or on behalf of the Sponsor's
or any Employer's, Affiliate's, or Related Entity's
creditors other than Participants and Beneficiaries
as defined in that trust's governing trust
agreement.
Despite this section, as long as the Plan is identified as a
"Participating Plan" in the Crestar Financial Corporation
OMNI Trust Agreement, a Restoration Event cannot
operate to end a Suspension Period under this Plan
during any period in which a Suspension Period (as
defined in the Crestar Financial Corporation OMNI Trust
Agreement) is in effect under that trust agreement.
8-22
<PAGE>
Exhibit 8.07
This exhibit, as allowed by Plan section 8.07, specifies how
certain Plan Assets must be used to provide additional benefits
to Participants.
_________________________________________________________
_________________________________________________________
_________________________________________________________
_________________________________________________________
_________________________________________________________
_________________________________________________________
_________________________________________________________
_________________________________________________________
_________________________________________________________
_________________________________________________________
Date:___________________
8-23
<PAGE>
Exhibit 8.08
This exhibit, according to Plan section 8.08, names an
individual living Fiduciary to determine certain benefits or
allocations. That person is
__________________________________________________________
__________________________________________________________
Date:___________________
8-24
<PAGE>
Exhibit 8.09(b)
This exhibit, according to Plan section 8.09(b), names a person
or persons to have the power to amend the Plan. The person is
or the persons are
_________________________________________________________
_________________________________________________________
_________________________________________________________
________________________________________________________.
Date:___________________
8-25
<PAGE>
Exhibit 8.09(c)
This exhibit, according to Plan section 8.09(c), names a person
or persons to have the power to terminate the Plan. The person
is or the persons are
_________________________________________________________
_________________________________________________________
_________________________________________________________
________________________________________________________.
Date:___________________
8-26
<PAGE>
Exhibit 8.09(d)
This exhibit, according to Plan section 8.09(d), names a person
or persons to have the power to cause or allow a merger or a
consolidation of the Plan with another plan. The person is or
the persons are
_________________________________________________________
_________________________________________________________
_________________________________________________________
________________________________________________________.
Date:___________________
8-27
<PAGE>
Exhibit 8.09(e)
This exhibit, according to Plan section 8.09(e), names a person
or persons to have the power to cause or allow a transfer of
assets or liabilities from this Plan to another plan or from
another plan to this Plan. The person is or the persons are
_________________________________________________________
_________________________________________________________
_________________________________________________________
________________________________________________________.
Date:___________________
8-28
<PAGE>
Exhibit 8.09(f)
This exhibit, according to Plan section 8.09(f), names a person
or persons to have the power to delegate Fiduciary responsibili-
ties not otherwise delegated in the Plan and to appoint
Investment Managers. The person is or the persons are
determined according to this table.
Specified Power
(Delegate responsibilities,
Person(s) appoint Investment Managers)
--------- ----------------------------
____________________________________________________________
____________________________________________________________
____________________________________________________________
____________________________________________________________
____________________________________________________________
Date:___________________
8-29
<PAGE>
Exhibit 8.09(g)
This exhibit, according to Plan section 8.09(g), names a person
or persons to have the Sponsor's powers not described in
subsections (b) through (f) of Plan section 8.09, including the
power to suspend benefit payments and the power to cause
allocations of Plan Assets. The person is or the persons are
determined according to this table.
Specified Power
(Suspend benefit payments, cause
Person(s) allocations of Plan Assets, etc.)
--------- ---------------------------------
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
Date:___________________
8-30
<PAGE>
CRESTAR FINANCIAL CORPORATION
Permanent Executive Benefit Plan
As Amended And Restated
Effective December 26, 1990
ARTICLE 9
TRUST FUND AND RELATED RULES
----------------------------
9.01. Suspension Periods
------------------
This Plan article 9 reserves to the Sponsor certain discretionary
authority and powers; all Sponsor powers, however, are
exercised by other Fiduciaries according to this Plan during a
Suspension Period. A reference to the Sponsor or a reference
to acts of the Sponsor's Designee in this Plan article 9 in the
context of a power is, during any Suspension Period, a
reference to the Fiduciary authorized to exercise that power.
9.02. Trust Agreements
----------------
At the Sponsor's Designee's direction, this Plan's benefits may
be funded through a Trust Fund governed by one or more Trust
Agreements between the Sponsor and the Trustees and co-
Trustees. Any Trust Fund must be managed by the Trustees
and co-Trustees according to the Trust Agreements, which are
interpreted to be consistent with this Plan. All rights that
accrue to any Participant, Beneficiary, or other person are
subject to all the terms of any Trust Agreements.
9.03. Trust Fund; General Amounts; Segregated Amounts
-----------------------------------------------
(a) General. The Trust Fund includes one or more trusts, as
--------
determined by the terms of the Trust Agreements and the
Trustees and co-Trustees. The Trust Fund is the entire
undistributed amount of all Plan contributions placed in
the custody of the Trustees and co-Trustees, adjusted for
expenses, gains, and losses. For some purposes,
reference is made to General Amounts and Segregated
------- ------- ----------
Amounts,
-------
9-1
<PAGE>
which are two parts of any total Trust Fund.
Some assets are treated unlike other amounts in any
Trust Fund because their gains and losses are allocated
to Accounts that hold those assets (this is not a reference
to an Investment Fund, which necessarily must allocate
gains and losses only to Accounts invested in that
Investment Fund), and those segregated assets are
referred to as Segregated Amounts. The Employer Stock
---------- -------
Fund, for example, is not a Segregated Amount, but a
Participant's Account's shares in a closely held
corporation owned only by that Account is a Segregated
Amount. The term General Amounts means the entire
------- -------
Trust Fund reduced by the Segregated Amounts. For
purposes other than mere investment tracking, this Plan
authorizes the segregation of assets that are either part of
the General Amounts or the Segregated Amounts. All
segregated assets may be held in one or more trusts
established only for segregated assets, all of which are
part of the Trust Fund, whether they are General
Amounts or Segregated Amounts.
(b) Trusts and accounts. At any time, the Sponsor's
--------------------
Designee may indicate that it intends that most, if not
all, of the contributions for any identifiable portion of
this Plan will be in the form of Employer Securities.
Under those circumstances, any Trustee or any co-
Trustee or group of co-Trustees who is exclusively
responsible for the assets in question must hold such
contributions and allocate them to the appropriate trusts
and accounts maintained as General Amounts or Segregated
Amounts within the Trust Fund for that portion of this Plan.
Otherwise, a Trustee or any co-Trustee or group of
co-Trustees who is exclusively responsible for the assets
in question must hold all Plan Assets that it receives and
allocate them to the appropriate trusts and accounts
maintained within the General Amounts or Segregated Amounts.
As directed by the Administrator
9-2
<PAGE>
according to this Plan's terms, any Trustee
or any co-Trustee must reflect allocations of Trust Fund
assets to the Benefit Reserve or Suspense Accounts and
must reflect allocations of Plan Assets (the assets
themselves or the value of the assets, as may be required
by the Plan's terms) to individual Participants' Accounts.
Income from each trust within the Trust Fund may be
accumulated during each Fiscal Year until it is
administratively efficient for reinvestment. The
determination is made by any Trustee, co-Trustee, or
group of co-Trustees who is exclusively responsible for
the assets in question. Income from each trust may be
reinvested in that trust or invested in other appropriate
investments as determined by any Trustee, co-Trustee, or
group of co-Trustees who is exclusively responsible for
the assets in question pursuant to a Trust Agreement.
9.04. Valuation of Trust Fund
-----------------------
(a) When section applies. The remaining provisions of this
---------------------
section are effective only to the extent that the matters
covered by those provisions are not otherwise governed
in an applicable Trust Agreement.
(b) Conclusive. The valuation of Plan Assets determined
-----------
according to this Plan is binding on each Employer, the
Participants, and all other persons interested in the Plan
and any Trust.
(c) General Amounts. As of each Valuation Date, before
----------------
any adjustments according to subsection (g), the
Investment Committee must cause the Trustees and co-
Trustees to determine the General Amounts' net worth
(at the current fair-market value of the assets) with
adjustments according
9-3
<PAGE>
to the terms of the Trust Agreements, and report that
value to the Sponsor and the Administrator in writing.
(d) Segregated Amounts. As of each Valuation Date, before
-------------------
any adjustments according to subsection (g), the
Investment Committee must cause the Trustees and co-
Trustees to value (at the current fair-market value of the
assets) each identifiable subfund or account that is a
Segregated Amount other than an Investment Fund and
report the values to the Administrator in writing.
(e) Investment Funds. As of each Valuation Date, before
-----------------
any adjustments according to subsection (g), the
Investment Committee must cause the Trustees and co-
Trustees to value (at the current fair-market value of the
assets) each identifiable subfund or account that is an
Investment Fund and report the values to the
Administrator in writing.
(f) Separate investments. Accounts of any Participants and
---------------------
their Beneficiaries that are segregated in a manner
permitted in this Plan or the Trust Agreements and
invested separately in specified investment media,
Investment Funds, or as Segregated Amounts participate
in the Trust Fund according to their interests in those
investment media, Investment Funds, or Segregated
Amounts and do not participate in increases or decreases
in the value of the remaining portions of the General
Amounts or of the Trust Fund generally or as a whole.
(g) Adjustments. As of each Valuation Date, each Suspense
------------
Account and each Participant's Account must be
adjusted to reflect the Account's allocable share of
investment gains and losses from the Trust Fund, distri-
butions or transfers from the Account, and additions to
the Account since the last Valuation Date.
9-4
<PAGE>
(1) General expenses. If Plan expenses are deducted
-----------------
from the Trust Fund, then expenses that are not
identifiably attributable to a specific investment
medium, a specific Investment Fund, or Segre-
gated Amount must be deducted from all
Accounts, pro rata according to the value of the
--- ----
Accounts otherwise determined on the Valuation
Date immediately after or coinciding with the
deduction of the expenses (this means, for
example, that amounts distributed or transferred
from Accounts since the last Valuation Date will
not bear any part of the expenses, but amounts
added to Accounts since the last Valuation Date
will bear part of the expenses).
(2) Specific investment, Investment Fund, and
-----------------------------------------
Segregated Amount expenses. Plan expenses that
---------------------------
are deducted from the Trust Fund and that are
identifiably attributable to any specific investment
medium, Investment Fund, or Segregated Amount
must be deducted from the Accounts invested in
that investment medium, Investment Fund, or
Segregated Amount, as applicable, pro rata
--- ----
according to the portion of the value of each
Account invested in that investment medium, that
Investment Fund, or that Segregated Amount, as
applicable, otherwise determined on the Valuation
Date immediately after or coinciding with the
deduction of expenses.
(3) Special expenses first. Any expense deducted
-----------------------
from the Trust Fund, any special assessment
deducted from the Trust Fund, and any penalty or
tax paid from the Trust Fund must be allocated as
just described and charged against the Accounts,
but to the extent that any such charge is caused by
an identifiable transaction or the investment in or
9-5
<PAGE>
receipt of an identifiable asset, the charge must be
borne by the Accounts in proportion to their par-
ticipation in the transaction or asset causing the
charge. Such charges are determined and
deducted from each amount invested in a specified
investment medium, each Investment Fund, and
each Segregated Amount before the Trust Fund's
general charges are made against all Accounts for
expenses, assessments, penalties, and taxes.
(4) Contribution allocations. Additions attributable to
-------------------------
Employer contributions are determined and
allocated to the appropriate portions of
Participants' Accounts as of each Valuation Date.
As of each Valuation Date, a Participant's alloca-
tions for the period since the last Valuation Date
must be divided into portions based on the
applicable percentages of the Participant's
effective investment elections. Employer
Securities purchased by a Trustee for the Plan
throughout the period since the most recent
allocation are credited to Accounts as of the day
on which each portion of each Participant's
allocations is credited to a specific investment
medium, any Investment Fund, and any
Segregated Amount, respectively. A Participant's
Accounts' interest in a specific investment
medium, any Investment Fund, or any Segregated
Amount also must reflect a cash balance to the
extent that contributions allocated to that fund
have not been invested. Those amounts may be
aggregated and invested by the Trustees and co-
Trustees according to the Trust Agreements.
(5) Contribution income. As of each Valuation Date,
--------------------
before crediting any contributions according to
paragraph (4) and before crediting income
9-6
<PAGE>
attributable to a specific investment medium, an
Investment Fund, or Segregated Amount according
to paragraph (6), each Trustee and co-Trustee
must apportion among the Suspense Accounts and
the separate Accounts of all Participants the net
income or loss earned, which specifically means
that each Suspense Account is credited with net
earnings as if it were a single Participant's
Account, on contributions held by that Trustee or
co-Trustee pending investment in the specific in-
vestment media, Investment Funds, or Segregated
Amounts. That income or loss must be adjusted
for expenses according to this Plan section and
must be apportioned on the basis of contributions
to be allocated according to paragraph (4) for that
allocation period.
(6) Specific investment, Investment Fund, and
-----------------------------------------
Segregated Amount income. As of each
-------------------------
Valuation Date, before crediting any contributions
according to paragraph (4) but after crediting
contribution income according to paragraph (5),
each Trustee and co-Trustee must apportion
among the Suspense Accounts and the separate
Accounts of all Participants as of the day after the
preceding Valuation Date the net income or loss
earned, which specifically means that each
Suspense Account is credited with net earnings as
if it were a single Participant's Account, by the
investment media, Investment Funds, and Segregated
Amounts during the month. That income or loss must
be adjusted for expenses according to this Plan
section and must be apportioned on the basis of the
Account balances of the Participants in each
investment medium, Invest-
9-7
<PAGE>
ment Fund, and Segregated Amount as of
the day after the preceding Valuation Date.
9.05. Investment Options
------------------
(a) When section applies. The remaining provisions of this
---------------------
section are effective only to the extent that the matters
covered by those provisions are not otherwise governed
in an applicable Trust Agreement.
(b) Participant directions. Subject to any procedures that are
-----------------------
adopted according to this Plan and any Trust Agreement
and announced by the Administrator governing the rights
of Participants to direct investments, including
procedures directed by the Sponsor's Designee, a Partici-
pant may direct the Administrator in writing to invest his
Account in one or more specified investment media,
including an Investment Fund, or otherwise as provided
for in this Plan and in any Trust Agreement under which
the direction is authorized and approved by the Invest-
ment Committee.
(c) Changes in investments. A Participant may change the
-----------------------
investment of his Account among any approved funds or
other approved investments according to this Plan's
procedures and the requirements of any Trust
Agreement. The Administrator must announce the dates
on which the Participants may change their investments
among the investment media approved for the Plan. If
any of the investment media are insurance Contracts or
investments in insurance Contracts, those investments
must be consistent with each applicable Trust
Agreement's limitations on insurance investments.
9.06. Directing the Trustee
---------------------
9-8
<PAGE>
(a) When section applies. The remaining provisions of this
---------------------
section are effective only to the extent that the matters
covered by those provisions are not otherwise governed
in an applicable Trust Agreement.
(b) Persons who deal with a Trustee or co-Trustee. Any
----------------------------------------------
person dealing with any Trustee or co-Trustee is not
required to determine whether any sale or purchase by
that Trustee or co-Trustee has been authorized or
directed by an Employer or the Administrator; and each
person is fully protected in dealing with any Trustee or
co-Trustee in the same manner as if the provisions of
this section were not a part of this Plan.
(c) Appraisals. Whenever a Trustee or co-Trustee is
-----------
directed to purchase or sell assets in the Trust Fund
according to the provisions of the Plan and Trust Agree-
ment, that Trustee or co-Trustee in its sole discretion is
permitted at the expense of the Sponsor to obtain an
appraisal of the value of the assets to be purchased or
sold; each Trustee or co-Trustee is fully protected and
indemnified by the director whenever purchasing or sell-
ing at the appraised value or in refusing to purchase or
sell at other than the appraised value.
(d) Instructions regarding Employer ERISA Securities. To
-------------------------------------------------
the extent required by other provisions of this Plan and
each applicable Trust Agreement, each Trustee and co-
Trustee must execute each Participant's, each Special
Trustee's, and the Administrator's instructions on all
matters involving the purchase, sale, or voting of
Employer ERISA Securities and involving the exercise
of rights and options pertaining to Employer ERISA
Securities.
9-9
<PAGE>
(e) Compliance with Administrator's directions. Any
-------------------------------------------
Trustee, any co-Trustee, or any other person is not under
a duty to question the directions of the Administrator or
to question the directions of any other Fiduciary who is
authorized in this Plan or in the applicable Trust
Agreement to direct that Trustee, co-Trustee, or other
person, and each Trustee and co-Trustee must comply as
promptly as possible with the Administrator's or such
other Fiduciary's directions if those directions are not
inconsistent with the terms of the applicable Trust
Agreement.
(f) Trustee's inability or unwillingness to comply with
---------------------------------------------------
directions. If a Trustee or co-Trustee receives
-----------
instructions or directions from the Sponsor or the
Administrator or receives directions from another
Fiduciary who is authorized in the applicable Trust
Agreement to direct that Trustee or co-Trustee, and if
that Trustee or co-Trustee is unable or unwilling to
comply with those directions, that Trustee or co-Trustee
may resign by giving written notice to the Sponsor
within a reasonable time after the receipt of such
instructions or directions; and, despite any other
provisions in the Trust Agreements, in that event, that
Trustee or co-Trustee has no liability to any person for
failing to comply with those instructions or directions.
9.07. Participant-Directed Investments
--------------------------------
(a) When section applies. The remaining provisions of this
---------------------
section are effective only to the extent that the matters
covered by those provisions are not otherwise governed
in an applicable Trust Agreement.
(b) Conditional effectiveness. Participant directions
--------------------------
according to this Plan section are not effective until the
Plan has a Trust Fund at least in part governed by a
Trust Agreement
9-10
<PAGE>
allowing Participant directions. Any Trustee or any
co-Trustee may decline to serve as Trustee or co-Trustee
for all or any portion of the Trust Fund that is subject
to Participants' directions according to this Plan section
or may so decline as to one or more provisions in this
section. Any Trustee or any co-Trustee may so decline at
any time by notifying the Sponsor and all other Trustees
and co-Trustees (if there are any) in writing when first
accepting trustee responsibilities according to a Trust
Agreement or, if later, at least thirty days before his
notice is effective. A notice according to this subsection
must specify all portions of the Trust Fund to which it
applies, all provisions of the Plan section to which it
applies, and the date or dates on and through which it is
effective. Investments may be directed according to this
Plan section and any of its subsections only during periods
for which at least one Trustee or co-Trustee has not
declined to be Trustee or co-Trustee as to that subsection
upon which the direction is based and as to the portions of
the Trust Fund to and from which the investment is
directed. To the extent that there is at least one Trustee
or co-Trustee for the Trust Fund or portion of the Trust
Fund, however, that Trust Fund or portion must be
administered consistent with the regulations and
announcements interpreting ERISA section 404(c).
(c) Divestment. Trust Fund assets may not be held in any
-----------
portion of the Trust Fund for which there is no person
with trustee responsibilities according to the Trust
Agreements. If a notice according to subsection (b)
would otherwise result in Trust Fund assets remaining in
a portion of the Trust Fund for which there is no person
with trustee responsibilities, that notice is not effective
until either a person who becomes a Trustee or co-
Trustee assumes those trustee responsibilities or, if
earlier, until those assets are
9-11
<PAGE>
transferred to a portion of the Trust Fund for which a
Trustee, a co-Trustee, or a group of co-Trustees has not
declined trustee responsibilities according to a Trust
Agreement. To implement the preceding sentence, the
Trustee, co-Trustee, or group of co-Trustees giving the
notice may cause the creation of one or more additional
Trusts (for example, a separate Trust might be created to
hold assets for the Account of a Participant who desires to
continue to direct his investments after a Participant-
directed-investment provision in this Plan section
otherwise would become inoperative) to which the assets in
question are sold or transferred as allowed by law.
(d) Participant directions limited. A Participant's directed
-------------------------------
investments under this Plan section may not exceed the
total value of the Participant's Accounts corresponding
to the identified Accounts or portions of Accounts (if
any) specified by the Sponsor (for all Participants
generally or for any Participant individually) as subject
to this section. The Investment Committee may cause
any Trustee or co-Trustee to limit Participants'
investment choices to an administratively efficient num-
ber of specific types of investments or funds, including
an Employer Stock Fund. The Investment Committee's
limitations on investment choices must not cause the
Plan to fail to be an ERISA section 404(c) plan, as
described in regulations. Except to the extent that the
Sponsor's Designee announces otherwise or it is
necessary to satisfy other provisions of this Plan section,
Employer Securities held in the Plan are subject to
Participant-directed investment. The Investment
Committee may designate administratively convenient
times for Participants to exercise their rights under this
Plan section.
9-12
<PAGE>
(e) Communication of directions. To the extent that a
----------------------------
Participant may direct investments according to the Plan
and any Trust Agreements, unless specifically provided
otherwise according to this Plan section, that
Participant's investment directions may be communicated
to the Administrator at intervals and times acceptable to
the Administrator. A Participant's investment directions
under this Plan section are continuing directions until a
timely request for a change in investments is received by
the Administrator. To the extent that a Participant may
direct investments according to the Plan and any Trust
Agreement, unless specifically provided otherwise in this
Plan section or in an applicable Trust Agreement, until
that Participant's first timely investment is effective, that
portion of that Participant's Account must be invested
according to the decisions of the Trustee or each co-
Trustee having custody of those Plan Assets. The
Investment Committee may direct the Administrator to
change and announce a different minimum notice period
for Participant directions (and direction changes) under
this Plan section or any of its subsections and also to
change and announce the date or one or more dates
during the year on which Participant directions will be
executed.
(f) Directed investments. Except as provided in subsections
---------------------
(g), (l), and (m), as to any Account or portion of his
Account that is subject to his own investment directions
according to this Plan and a Trust Agreement, a
Participant may direct the investment of his Account into
any investment permissible under this Plan, including
any of the Trust Fund's Investment Funds or Segregated
Amounts that are investment media approved by the
Investment Committee. To direct investments, a Par-
ticipant must complete the appropriate forms provided by
the
9-13
<PAGE>
Administrator and return those forms to the Adminis-
trator no later than the dates announced by the Adminis-
trator.
(g) Percentage limitations. This subsection applies to an
-----------------------
Account or a portion of an Account to the extent that a
Participant may direct investments from that Account or
portion according to this Plan and a Trust Agreement,
but if another subsection within this Plan section governs
an identified Account or portion of an Account and
contains conflicting provisions, any specific provision of
this subsection is superseded and adjusted as to that
identified Account or portion of an Account to the extent
that the adjustment is necessary to have this subsection
operate consistently with the provisions of that other
subsection. Subject to any contrary determinations
announced by the Administrator or by the Sponsor's
Designee, a Participant's investment directions must be
in whole percentages and in increments of twenty-five
percent of his Account. The Sponsor's Designee's
determinations according to the preceding sentence
supersede the Administrator's and may apply on an
individual Participant basis. A Participant's directions
must cover the entire amount of his Account. A
Participant may direct the investment of his Account into
one or more funds or media as long as those directions
do not result in an investment in one fund of less than
twenty-five percent (or that other percentage announced
by the Administrator) of the Participant's Account. The
minimum amount that a Participant may transfer from
one Investment Fund or other investment medium to
another must be at least twenty-five percent of that
Participant's Account (or such lesser or greater
percentage figure announced by the Administrator) or, if
less, the entire amount of that Participant's investment in
that investment medium or Investment Fund.
9-14
<PAGE>
(h) Direction by Participants. Subject to the limitations of
--------------------------
subsection (b) and to any minimum notice periods
announced by any Trustee or co-Trustee (on behalf of
himself or other co-Trustees) at the Administrator-
certified written direction of any Participant (but
not--after the Participant has died--the Participant's
Beneficiaries), each Trustee, co-Trustee, or group of co-
Trustees with custodial responsibility for the assets in
question must separate the value requested and must
after that invest and reinvest and otherwise deal with that
General Amount or Segregated Amount as directed by
the Participant, identifying the new assets for an
appropriate part of the Trust Fund. A Participant may
not direct investments into disability or health insurance
until the Sponsor's Designee has authorized such
investments. A Participant may direct investments into
securities of an Employer or an Affiliate or in Qualifying
Employer Real Property if the Trustee, co-Trustee, or
group of co-Trustees with custodial responsibility for the
assets in question has agreed to allow Participants to
make such directions, but a Trustee, co-Trustee, or group
of co-Trustees may not be directed to make such
investments if the seller is unwilling to sell. The
preceding provision will not be deemed to prevent an
Employer from contributing Qualifying Employer Real
Property or Securities of the Employer or an Affiliate. If
the Sponsor's Designee or the Investment Committee has
authorized such transactions, by mutual consent of the
Participants involved, as evidenced by written directions
according to this Plan section, two or more Participants
may exchange assets forming part of their respective
Accounts that are Segregated Amounts subject to their
respective individual investment directions, and if
necessary, the Trustee, co-Trustee, or group of co-
Trustees with custodial responsibility must transfer the
assets to and from the appropriate segregated trusts
forming part of the
9-15
<PAGE>
Trust Fund. By directions similar to those that create an
investment in an Investment Fund or a Segregated Amount
according to this Plan section, a Participant may direct
that all or part of the value of his Account that is
subject to his own investment directions be returned to
the investment control of the Trustee as of any future
Valuation Date.
(i) Creation of funds. The Sponsor's Designee or the
------------------
Investment Committee may direct one or more Trustees
or co-Trustees to create an Employer Stock Fund (to
hold Employer Stock) as an investment fund into which
Participants may direct the investment of their Accounts.
(j) Fund for Nondirected Accounts. The remaining
------------------------------
provisions of this subsection are effective only when the
Investment Committee (with the consent of the
Sponsor's Designee) so announces. If a Participant
chooses not to direct the investment of all or part of his
Account, his Account or that portion of his Account that
is otherwise subject to his direction according to this
Plan's subsections must be invested in a cash-equivalent
investment until he directs otherwise. Each Participant
must receive information, including any prospectuses or
reports, about the expected rate of return on amounts that
are invested in a cash-equivalent investment and the
safety of that investment.
(k) Other Participant rights. To the extent that the Sponsor's
-------------------------
Designee and the Investment Committee have agreed to
permit it and have so announced to all affected Partici-
pants selected by the Sponsor's Designee, each
Participant's right to direct investment and reinvestment
includes the Participant's right to select a broker,
salesman, or agent to execute the investment orders. To
the extent that the Sponsor's Designee and the
Investment Committee have agreed to permit it and have
so announced to all affected
9-16
<PAGE>
Participants selected by the Sponsor's Designee, each
Participant may designate one or more Investment Managers
to manage all or part of his Account. To the extent that
the Sponsor's Designee and the Investment Committee have
agreed to permit it and have so announced to all affected
Participants selected by the Sponsor's Designee, each
Participant may also delegate his right to select
investments and reinvestments and to select brokers,
salesmen, or agents. If a Participant dies before his
Account is totally distributed, all of that Participant's
rights, powers, and control according to this Plan
section immediately terminate.
(l) Separation from Service. The remaining provisions of
------------------------
this subsection are effective only when the Investment
Committee (with the consent of the Sponsor's Designee)
so announces. If a Participant is Separated from Service
and his Account is to be distributed in installments or if
distribution is to be delayed more than six months after
the normal payment date for a single-sum distribution,
that Participant's Account for postponed distributions
may be invested in a cash-equivalent investment as of
the first day of the Plan Year coincident with or
immediately after the date of the election that makes this
subsection applicable to his Account.
(m) Post-employment rights. To the extent that the
-----------------------
Sponsor's Designee and the Investment Committee have
agreed to permit it and have so announced to all affected
Participants selected by the Sponsor's Designee, if a
Participant terminates employment with the Employers
and becomes an employee of another employer that has
an employee-benefit plan in which the Participant is
eligible for coverage and that allows such a transfer, the
Participant may direct that the Participant's Nonforfeit-
able Accrued
9-17
<PAGE>
Benefit be transferred to that other plan. That
direction, to be effective, must be in writing and must
be received by each Trustee so directed within sixty days
after the last day of the Plan Year of the Participant's
termination. Upon his termination of employment with the
Employers, a Participant's rights to direct investments
according to this Plan section stop as to all portions of
his Accounts that are Forfeitable.
(n) Trustee exoneration. To the extent permissible according
--------------------
to law, each Trustee and co-Trustee has no further
investment responsibility for assets that become part of
an Investment Fund or a Segregated Amount at a
Participant's direction and has no liability or
responsibility for any value lost in a Participant's
Account attributable to assets that become part of an
Investment Fund or a Segregated Amount at a
Participant's direction. In the absence of Participant
directions or another Fiduciary's directions according to
this section, each Trustee and co-Trustee is free to
proceed without the concurrence or affirmative
expression of an Employer, any Participant, or any other
person to handle, manage, control, invest, and reinvest
the Trust assets under the powers granted in his Trust
Agreement with the same force and effect as if this sec-
tion were not a part of the Plan.
(o) Participant-provoked appraisals. Whenever any Trustee,
--------------------------------
co-Trustee, or group of co-Trustees is directed on behalf
of a Participant according to this Plan and a Trust
Agreement to purchase or sell assets that are not part of
an Investment-Committee-approved Investment Fund or
are not going to be part of such a fund in the Trust
Fund, that Trustee, co-Trustee, or group in its sole
discretion is permitted at the expense of the directing
Participant to obtain an appraisal of the value of the
assets to be
9-18
<PAGE>
purchased or sold; that Trustee, co-Trustee,
or group is fully protected and indemnified by that
Participant whenever purchasing or selling at the
appraised value or in refusing to purchase or sell at other
than the appraised value.
(p) Voting stock from Participant directions. Except to the
-----------------------------------------
extent that the stock in question is an Employer Security
and its voting rights are otherwise specified in this Plan
(see Plan section 9.08, entitled "Voting of Shares") or a
Trust Agreement, when any Trustee, co-Trustee, or
group of co-Trustees holds voting stock as a Segregated
Amount because of a Participant's directions on
investment, if that stock is not traded on an established
securities exchange or an over-the-counter market, and if
it represents more than five percent of the voting power
of its class of stock issued and outstanding, then--to the
extent and in the manner provided by the applicable
governing statute--the Trustee, co-Trustee, or group
must exercise in favor of the appropriate Participant a
proxy or proxies, valid for the maximum period of time
permitted under the applicable statute governing the
execution of the proxies, entitling the Participant fully to
exercise the voting and consent or dissent rights of
shareholders of the particular class, series, or type of
shares so acquired or held.
(q) Charges and expenses. A Participant's Account may not
---------------------
be charged for the reasonable expenses of carrying out
that Participant's investment directions, unless that
Participant was informed of that fact before those
directions were implemented. Each Participant must also
receive periodic reports on the actual expenses
attributable to effecting his directions and the amounts of
any assessment against his Account.
9-19
<PAGE>
9.08. Voting of Shares
----------------
(a) When section applies. The remaining provisions of this
---------------------
section are effective only to the extent that the matters
covered by those provisions are not otherwise governed
in an applicable Trust Agreement.
(b) Trustee's exercise of rights regarding Employer
-----------------------------------------------
Securities. The provisions of this subsection are subject
-----------
to the provisions in the remaining subsections of this
Plan section. The provisions of this subsection apply to
all of the Trust Fund's Employer Securities. Employer
Securities held in the Trust Fund may be voted by any
Trustee or co-Trustee only according to the written
instructions of the Participant for whose Account those
assets are held. Shares unallocated as of any voting
record date or shares as to which the Trustee receives no
written instructions must be voted in accordance with the
written instructions of the Investment Committee acting
as co-Trustee. Options and other rights (for example,
tender rights) inuring to the benefit of Employer
Securities allocated to a Participant's Account may be
exercised by any Trustee or co-Trustee only according to
the written instruction of the Participant for whose
Account those assets are held. Options and similar
rights (for example, tender rights) inuring to the benefit
of unallocated shares or assets must be exercised by a
Trustee or a co-Trustee according to the written
instructions of the Investment Committee acting as co-
Trustee. Participant directions under this section may be
itemized or a general (blanket) direction or authorization.
(c) Taxation. If the exercise of an option or other right not
---------
involving an investment decision would result in current
income taxation to the Participant, that option or right may
9-20
<PAGE>
be exercised by each affected Trustee or co-Trustee
only upon the written instruction of the Investment
Committee acting as a co-Trustee and, despite this Plan
section's other provisions--unless those provisions must
be honored to allow this Plan to continue as intended
according to the Plan section entitled "Qualification
intended" (see Plan section 3.02(b))--not upon the
Participant's instruction. The Investment Committee's
directions under this subsection may be itemized or a
general (blanket) authorization.
(d) Information to Participants. Whenever a Participant's
----------------------------
right to direct voting or a similar right (such as a tender
right) is at hand, the Investment Committee must see that
the Participants receive all notices, prospectuses,
financial statements, proxies, and proxy solicitation
materials relating to Employer Securities held for their
Accounts.
9-21
<PAGE>
CRESTAR FINANCIAL CORPORATION
Permanent Executive Benefit Plan
As Amended And Restated
Effective December 26, 1990
ARTICLE 10
ADMINISTRATION
--------------
10.01. Fiduciaries, Allocation of Responsibility
-----------------------------------------
(a) Suspension Periods. This Plan article 10 reserves to the
-------------------
Sponsor certain discretionary authority and powers; all
Sponsor powers, however, are exercised by other
Fiduciaries according to this Plan during a Suspension
Period. A reference to the Sponsor or a reference to acts
of the Sponsor's Designee in this Plan article 10 in the
context of a power is, during any Suspension Period, a
reference to the Fiduciary authorized to exercise that
power.
(b) Named Fiduciaries. This Plan's Named Fiduciaries are
------------------
the Sponsor, the Administrator, any Alternate
Administrators, the Investment Committee, the Standing
Committee (whenever there is one), and each Trustee or
co-Trustee. This Plan's Named Fiduciaries include the
Primary Administrator and the Primary Trustee under the
Crestar Financial Corporation OMNI Trust Agreement.
Each Named Fiduciary is severally liable for its respon-
sibilities according to the terms of this Plan.
(c) Multiple-person Fiduciaries. A Fiduciary may be made
----------------------------
up of more than one person (as defined in ERISA sec-
tion 3(9) and for this Plan, a person includes an
individual, a partnership, a joint venture, a corporation, a
mutual company, a joint-stock company, an
unincorporated organization, an association, or an
employee organization). A multiple-person Trustee is
made up of co-Trustees. A multiple-person Administra-
tor is made up of Administrator-
10-1
<PAGE>
members. The Standing Committee (whenever there is one) is made
up of Standing Committee-members. A multiple-person Fiduciary is
made up of Fiduciary-members (general references to multiple-
person Fiduciaries include a multiple-person Administrator and
any Standing Committee). In describing notices, responsibilities,
liability limitations, and the like, this Plan's references to a
Trustee extend to each co-Trustee, its references to an
Administrator extend to the constituent Administrator-members,
its references to an Alternate Administrator extend to the
constituent Alternate Administrator-members, its references to
the Standing Committee extend to each Standing Committee-member,
and its references to any Fiduciary extend to the constituent
Fiduciary-members. Any Fiduciary may require the Sponsor to
certify in writing to it the names of those persons who
constitute a multiple-person Fiduciary. A Fiduciary may rely on
such a certification it receives and may assume that those
persons continue to constitute that Fiduciary until a new
certificate is received.
(d) Sponsor. Except as provided in this article, only the
--------
Sponsor's Designee may name the Investment Com-
mittee, the Administrator, the Alternate Administrators,
and additional or successor Trustees or co-Trustees.
Except as provided in this article, only the Sponsor's
Designee may designate other Named Fiduciaries.
(e) Trustee. Except as provided in any Trust Agreements,
--------
each Trustee or co-Trustee has exclusive responsibility
for the control and management of the portion of the
Trust Fund placed in that Trustee's or co-Trustee's
custody. If an Investment Manager is appointed
according to a Trust Agreement, the Trustee or each co-
Trustee under that Trust Agreement is released from any
obligation or liability for
10-2
<PAGE>
the management, investment, or control of the assets for which
the appointment is made.
(f) Administrator. The Administrator has only the responsi-
--------------
bilities described in this Plan, the responsibilities
described in the Crestar Financial Corporation OMNI
Trust Agreement (some of which responsibilities are
denominated as Primary Administrator responsibilities),
and the responsibilities delegated by the Sponsor's
Designee and accepted by the Administrator. Except to
the extent provided in this Plan and in the Crestar
Financial Corporation OMNI Trust Agreement, the
Administrator has no responsibility for the control or
management of any Trust Fund assets, Plan Assets, or
assets of Associated Plans.
(g) Alternate Administrator. An Alternate Administrator
------------------------
becomes the Administrator under certain circumstances
described in this Plan article.
(h) Standing Committee. The Standing Committee
-------------------
(whenever there is one) is a Fiduciary for this Plan and a
fiduciary for all plans denominated as "Participating
Plans" according to the Crestar Financial Corporation
OMNI Trust Agreement, but only to the extent that the
Standing Committee must participate in the selection or
removal of this Plan's Fiduciaries, the selection or
removal of fiduciaries for the Crestar Financial
Corporation OMNI Trust, and in the suspension and
restoration of powers as described in this Plan article and
in Plan article 8.
(i) Lack of designation. Except as provided in this article
--------------------
and in Plan article 8, all responsibilities not specifically
delegated to another Named Fiduciary remain with the
Sponsor, including designating all additional Fiduciaries
10-3
<PAGE>
not named in this Plan or a Trust Agreement. Responsibility for
funding is determined according to Plan article 3. Except as
provided in this Plan article and in Plan article 8, the
Sponsor's Designee has the power to delegate Fiduciary
responsibilities not specifically delegated by the terms of this
Plan or a Trust Agreement. A delegation may be made to any indivi-
dual or entity. Except as provided in this Plan article and in
Plan article 8, each person to whom Fiduciary responsibility is
delegated serves at the Sponsor's pleasure and for the
compensation determined in advance by the Sponsor and that
person, except as prohibited by law. A person to whom Fiduciary
responsibility is delegated may resign after thirty days' notice
in writing delivered to the Sponsor. Except as provided in this
Plan article and in Plan article 8, the Sponsor's Designee may
make additional delegations, including delegations occasioned by
resignation, death, or other cause, and including delegations to
successor Administrators or members of the Administrator,
successor Alternate Administrators or members of Alternate
Administrators, successor Investment Committees or members of the
Investment Committee, and additional or successor Trustees or co-
Trustees.
(j) Allocation of responsibility. This Plan and each Trust
-----------------------------
Agreement allocate to each Named Fiduciary the
individual responsibilities assigned. Responsibilities are
not shared by Named Fiduciaries unless the sharing is
provided specifically in this Plan or a Trust Agreement.
(k) Separate liability. Whenever one Named Fiduciary is
-------------------
required by the Plan or a Trust Agreement to follow the
directions of another Named Fiduciary, the two have not
been assigned to share the responsibility. The Named
Fiduciary giving directions bears the sole responsibility for
10-4
<PAGE>
those directions, and the responsibility of the Named
Fiduciary receiving those directions is to follow those
directions as long as on their face the directions are not
improper under applicable law.
10.02. Administrator Appointment, Removal, Successors, Except
------------------------------------------------------
During a Suspension Period
--------------------------
(a) Application of section. The remaining provisions of this
-----------------------
Plan section 10.02 are effective during any period that is
not a Suspension Period.
(b) Administrator appointment. The Sponsor's Designee
--------------------------
may name the Administrator to administer the Plan.
There may be one or more individuals or entities acting
as the Administrator under this Plan, as the Sponsor's
Designee determines. If there is no Administrator, the
Sponsor is the Administrator until a different Adminis-
trator is named and accepts its responsibilities under this
Plan and under the Crestar Financial Corporation OMNI
Trust Agreement. According to the same procedures that
apply to the appointment of a successor member, addi-
tional individuals and entities may be appointed to
become members of the Administrator.
(c) Administrator resignation, removal. If the Administrator
-----------------------------------
is not made up of more than one person, that
Administrator may resign on thirty days' notice in
writing to the Sponsor. If the Administrator is made up
of more than one person, any of those persons may
resign on thirty days' notice in writing to the Sponsor.
The Sponsor may remove the Administrator or any
Administrator-member by thirty days' written notice to
the Administrator or to the Administrator-member in
question. The Sponsor and the Administrator
10-5
<PAGE>
or a Administrator-member may agree to a shorter notice
period for resignation or removal.
(d) Successor Administrator appointment. If the Adminis-
------------------------------------
trator resigns or is removed or otherwise ceases to serve,
or if all of the persons who make up the Administrator
resign or are removed or otherwise cease to serve, the
Sponsor's Designee may appoint a successor
Administrator. A successor Administrator appointed
according to this subsection has the same qualifications
as the original Administrator.
(e) Successor Administrator-member appointment. If an
-------------------------------------------
Administrator-member resigns or is removed or
otherwise ceases to serve, the Sponsor's Designee may
appoint a successor member. An additional
Administrator-member or successor Administrator-
member has the same qualifications as the original
Administrator-members.
(f) Qualification. Each successor Administrator, each
--------------
person who is a successor to an Administrator-member,
and each additional Administrator-member may qualify
after his appointment by executing, acknowledging, and
delivering acceptance to the Sponsor in a form satis-
factory to the Sponsor's Designee; each successor with-
out further act, deed, or conveyance is vested with all
the estate, rights, powers, discretion, duties, and
obligations of his predecessor, and each additional
person is similarly vested, just as if originally named as
the Administrator or as an Administrator-member in this
Plan. An Administrator's acceptance must include an
agreement to serve as Primary Administrator under the
Crestar Financial Corporation OMNI Trust Agreement,
subject to this Plan's removal and resignation provisions,
during each Suspension Period and
10-6
<PAGE>
during any other period in which no individual or entity is that
Primary Administrator.
10.03. Administrator Appointment, Removal, Successors During a
-------------------------------------------------------
Suspension Period
-----------------
(a) Application of section. Except as described in this
-----------------------
subsection, the remaining subsections of this Plan
section 10.03 are effective only during a Suspension
Period. The first sentence of the subsection (e) is
effective at all times, subject to Plan article 8.
(b) General. There may be one or more individuals or
--------
entities acting as the Administrator under this Plan.
(c) Suspension of Sponsor's powers. The Sponsor may not
-------------------------------
appoint or remove the Administrator, any successor
Administrator, any Administrator-member, or any
successor or additional Administrator-member.
(d) Removal. When a Trigger Event occurs, if the
--------
Administrator or an Administrator-member is the
Sponsor, an Employer, an ERISA Affiliate, or a Related
Entity, that Administrator or Administrator-member is
removed and the Alternate Administrator that is next in
line (according to the exhibit referred to in Plan
section 10.05(b)) to become the successor Administrator
succeeds the departing Administrator. If the
Administrator or an Administrator-member later
determines that it is the Sponsor, an Employer, an
ERISA Affiliate, or a Related Entity, that Administrator
or Administrator-member must immediately provide all
other Administrator-members and the Alternate
Administrator that is next in line (according to the
exhibit referred to in Plan section 10.05(b)) to become
the successor Administrator with written notice of that
10-7
<PAGE>
relationship; that Administrator or Administrator-member
is removed and that Alternate Administrator that is next
in line to become the successor Administrator succeeds
the departing Administrator. If there are no Alternate
Administrators to succeed an Administrator according to
this subsection, the Standing Committee (if there is one)
is the Alternate Administrator. Removal of an
Administrator under this subsection is effective
immediately if there is a successor Administrator under
this subsection. If there is no successor Administrator
under this subsection (because there are no Alternate
Administrators), the departing Administrator (even if that
entity is the Sponsor itself, another Employer, an ERISA
Affiliate, or a Related Entity) must immediately apply to
a court of competent jurisdiction to have a successor
appointed; removal of the Administrator (even if that
entity is the Sponsor itself, another Employer, an ERISA
Affiliate, or a Related Entity) is not effective until a
successor is so appointed and begins his service as
Administrator.
(e) Removal for interest. The remaining provisions of this
---------------------
subsection are not effective until the Sponsor's Designee
announces that they are effective, but only to the extent
that those provisions allow a Fiduciary other than the
Standing Committee to remove an Administrator or
Administrator-member. Even if an Administrator or
Administrator-member is not the Sponsor, an Employer,
an ERISA Affiliate, or a Related Entity, the Standing
Committee (whenever there is one) or any other
Fiduciary may suggest the removal of the Administrator
or an Administrator-member by providing written notice
as described in the next two sentences. In the case of
the Administrator, the notice must be provided to the
Administrator and the Sponsor; in the case of an
Administrator-member, the notice must be provided to the
10-8
<PAGE>
Sponsor, the affected member, and to all other
Administrator-members. The written notice must state
that, in the opinion of the Standing Committee or that
other Fiduciary, that Administrator or Administrator-
member should not continue to serve because of the
existence of or the appearance of control or an interest
that is inconsistent with that Administrator's or
Administrator-member's ability to act for the benefit of
the Participants under the Plan. In the case of action by
the Standing Committee, the removal is effective (and
the Administrator's successor is determined) as if it had
occurred under the preceding subsection. In the case of
action by another Fiduciary, if the Administrator or
Administrator-member does not consent to the proposed
removal, then to pursue the removal, the proposing
Fiduciary must provide to one or more other Fiduciaries
the written notice described in the prior sentence. If one
other Fiduciary consents to the proposed removal, the
removal is effective (and the Administrator's successor is
determined) as if it had occurred under the preceding
subsection. If at least one other Fiduciary does not
consent to the proposed removal (or if there are no other
Fiduciaries and the Administrator or Administrator-
member that is targeted for removal does not consent to
the removal), then the matter must be resolved by
arbitration, to be held in Richmond, Virginia in
accordance with the rules and procedures of the
American Arbitration Association. All costs, fees, and
expenses of any arbitration in accordance with this
subsection that results in removal shall be borne by and
be obligation of the removed Administrator or
Administrator-member. All costs, fees, and expenses of
any such arbitration that does not result in removal shall
be borne by and be the obligation of the Sponsor.
Removal of an Administrator under this subsection is
effective (and the
10-9
<PAGE>
Administrator's successor is determined) as if it had occurred
under the preceding subsection.
(f) Resignation. The Administrator may resign on thirty
------------
days' notice in writing to the Alternate Administrator
that is next in line (according to the exhibit referred to in
Plan section 10.05(b)) to become the successor
Administrator. The Administrator and that Alternate
Administrator may agree to a shorter notice period. If
there is no Alternate Administrator to become the
successor Administrator, then the Administrator's
resignation cannot be effective until he appoints a
successor Administrator and until that successor begins
his service as Administrator. Alternatively, the resigning
Administrator may apply to a court of competent
jurisdiction to have a successor appointed; and the
Administrator's resignation is not effective until a
successor is so appointed and begins his service as
Administrator. Any Administrator-member (but not the
sole remaining member of an Administrator) may resign
on thirty days' notice in writing to the remaining
members of that Administrator. The Administrator-
members may agree to a shorter notice period. A sole
remaining member's resignation must comply with
subsection (f) of this section.
(g) Successor appointment. A successor Administrator may
----------------------
not be the Sponsor, an Employer, an ERISA Affiliate, or
a Related Entity, and each successor Administrator is
subject to all of this section's provisions.
(h) Additional and successor Administrator-members;
-----------------------------------------------
continuing service. The Administrator may appoint
-------------------
additional and successor Administrator-members. An
additional or successor Administrator-member may not
be the Sponsor, an Employer, an ERISA Affiliate, or a
Related Entity, and each additional and successor
10-10
<PAGE>
Administrator-member is subject to all of this section's
provisions. Subject to this section's provisions on
removal and resignation, the Administrator and each
Administrator-member continue to serve.
(i) Qualification. Each person who is a successor to an
--------------
Administrator-member and each additional
Administrator-member may qualify after his appointment
by executing, acknowledging, and delivering acceptance
to the Administrator in a form satisfactory to the
Administrator; each successor Administrator may qualify
after appointment by executing, acknowledging, and
delivering acceptance to the predecessor Administrator in
a form satisfactory to that predecessor; each successor
without further act, deed, or conveyance is vested with
all the estate, rights, powers, discretion, duties, and
obligations of his predecessor, and each additional
person is similarly vested, just as if originally named as
the Administrator or as an Administrator-member in this
Plan. An Administrator's acceptance must include an
agreement to serve as Primary Administrator under the
Crestar Financial Corporation OMNI Trust Agreement,
subject to this Plan's removal and resignation provisions,
during each Suspension Period and during any other
period in which no individual or entity is that Primary
Administrator.
10.04. Alternate Administrator Appointment, Removal, Successors,
---------------------------------------------------------
Except During a Suspension Period
---------------------------------
(a) Application of section. The remaining provisions of this
-----------------------
Plan section 10.04 are effective during any period that is
not a Suspension Period.
(b) Alternate Administrator appointment. The Sponsor's
------------------------------------
Designee may name one or more Alternate Adminis-
trators.
10-11
<PAGE>
At any time, the identities of any Alternate Administrators must
be reflected in an exhibit to this Plan. If there is more than
one Alternate Administrator, the exhibit must list those
Alternate Administrators in order of appointment (the earliest
appointed Alternate Administrator must be listed first, etc.).
The exhibit must be revised each time an Alternate Administrator
is appointed or removed or resigns. There may be one or more
individuals or entities acting as a single Alternate
Administrator under this Plan, as the Sponsor determines.
According to the same procedures that apply to the appointment of
a successor member, addi-tional individuals and entities may be
appointed to become members of an Alternate Administrator.
(c) Alternate Administrator resignation, removal. If an
---------------------------------------------
Alternate Administrator is not made up of more than one
person, that Administrator may resign on sixty days'
notice in writing to the Sponsor. If an Alternate Admin-
istrator is made up of more than one person, any of
those persons may resign on thirty days' notice in writ-
ing to the Sponsor. The Sponsor may remove an
Alternate Administrator or any Alternate Administrator-
member by sixty days' written notice to the Alternate
Administrator or to the Alternate Administrator-member
in question. The Sponsor and an Alternate Administrator
or an Alternate Administrator-member may agree to a
shorter notice period for resignation or removal.
(d) Successor Alternate Administrator-member appointment.
-----------------------------------------------------
The Sponsor's Designee may appoint additional or
successor Alternate Administrator-members. An
additional or successor Alternate Administrator-member
has the same qualifications as original Alternate
Administrator-members and is appointed in the same
way.
10-12
<PAGE>
(e) Qualification. Each Alternate Administrator, each person
--------------
who is a successor to an Alternate Administrator-
member, and each additional Alternate Administrator-
member may qualify after his appointment by executing,
acknowledging, and delivering acceptance to the Sponsor
in a form satisfactory to the Sponsor; each successor
member without further act, deed, or conveyance is
vested with all the estate, rights, powers, discretion,
duties, and obligations of his predecessor, and each addi-
tional person is similarly vested, just as if originally
named as an Alternate Administrator-member in this
Plan.
10.05. Alternate Administrator Appointment, Removal, Successors
--------------------------------------------------------
During a Suspension Period
--------------------------
(a) Application of section. The remaining provisions of this
-----------------------
Plan section 10.05 are effective only during a Suspension
Period.
(b) Alternate Administrator appointment. There may be one
------------------------------------
or more individuals or entities acting as Alternate
Administrators under this Plan. The Administrator may
appoint one or more Alternate Administrators. At any
time, the identities of the Alternate Administrators must
be reflected in an exhibit to this Plan. If there is more
than one Alternate Administrator, the exhibit must list
those Alternate Administrators in order of appointment
(the earliest appointed Alternate Administrator must be
listed first, etc.). When the Plan section entitled
"Administrator Appointment, Removal, Successors
During a Suspension Period" (see Plan section 10.03)
refers to the Alternate Administrator that is next in line
to become the successor Administrator, that section
refers to the Alternate Administrator that is listed first on
the exhibit. The Administrator must revise the exhibit
each time an
10-13
<PAGE>
Alternate Administrator is appointed or resigns. An Alternate
Administrator may not be the Sponsor, an Employer, an ERISA
Affiliate, or a Related Entity, and each Alternate Administrator
is subject to all of this section's provisions.
(c) Suspension of Sponsor's powers. The Sponsor may not
-------------------------------
appoint or remove any Alternate Administrator, any
Alternate Administrator-member, or any successor or
additional Alternate Administrator-member.
(d) Removal; resignation. An Alternate Administrator or an
---------------------
Alternate Administrator-member cannot be removed,
although an Alternate Administrator that becomes a
successor Administrator is subject to removal under the
Plan sections entitled "Administrator Appointment,
Removal, Successors, Except During a Suspension
Period" and "Administrator Appointment, Removal,
Successors During a Suspension Period" (see Plan
section 10.02 and Plan section 10.03). An Alternate
Administrator or any Alternate Administrator-member
may resign on thirty days' notice in writing to the
Administrator. The Alternate Administrator or an
Alternate Administrator-member and the Administrator
may agree to a shorter notice period.
(e) Additional and successor Alternate Administrator-
-------------------------------------------------
members; continuing service. An Alternate
----------------------------
Administrator may appoint additional and successor
Alternate Administrator-members. An additional or
successor Alternate Administrator-member may not be
the Sponsor, an Employer, an ERISA Affiliate, or a
Related Entity, and each additional and successor
Alternate Administrator-member is subject to all of this
section's provisions. Subject to this section's provisions
on removal and
10-14
<PAGE>
resignation, each Alternate Administrator and each Alternate
Administrator-member continue to serve.
(f) Qualification. Each Alternate Administrator, each person
--------------
who is a successor to an Alternate Administrator-
member, and each additional Alternate Administrator-
member may qualify after his appointment by executing,
acknowledging, and delivering acceptance to the
Administrator in a form satisfactory to the Administrator;
each successor member without further act, deed, or
conveyance is vested with all the estate, rights, powers,
discretion, duties, and obligations of his predecessor, and
each additional person is similarly vested, just as if
originally named as an Alternate Administrator-member
in this Plan.
10.06. Operation of Administrator
--------------------------
(a) Rules and guidelines. The Administrator must
---------------------
communicate to each appropriate administrator of a
Participating Plan under the Crestar Financial
Corporation OMNI Trust Agreement all information
received from a Trustee, any co-Trustee, and Employers
relating to that Participating Plan's administration. The
Administrator may adopt or amend rules and guidelines
that the Administrator considers desirable to govern the
Administrator, successor Administrators, and
Participating Plans' administrators generally. The
Administrator's rules adopted or amended according to
this subsection must be communicated to the Primary
Trustee of the Crestar Financial Corporation OMNI Trust
and may not cause an administrator of a Participating
Plan under the Crestar Financial Corporation OMNI
Trust Agreement to act in any way that is prohibited by
that administrator's Participating Plan or to fail to act in
any way that is required by that Participating Plan.
10-15
<PAGE>
(b) Records. The Administrator must keep a record of all of
--------
its proceedings and acts and all other data related to its
responsibilities under this Plan and under the Crestar
Financial Corporation OMNI Trust Agreement. The
Administrator must keep a record of all of its
proceedings and acts and all other data necessary for the
proper administration of the Trust Fund and the assets of
the Crestar Financial Corporation OMNI Trust. The
Administrator must notify each relevant Trustee or
co-Trustee of any Administrator action other than routine
administrative actions and must notify any other person
when notice to that other person is required by law.
(c) Multiple-person Administrator's acts and decisions. A
---------------------------------------------------
multiple-person Administrator's acts and decisions must
be made by a majority vote if the number of persons
who constitute the Administrator is three or more;
otherwise, such acts and decisions must be by unanimous
vote. A meeting of all members of a multiple-person
Administrator need not be called or held to make
decisions or take any action. Decisions may be made or
action taken by written documents signed by the required
number of members. If the Administrator-members are
deadlocked, subject to the provisions of this article and
Plan article 8, the Sponsor or, during a Suspension
Period, the Standing Committee (whenever there is one)
must make the determination, and that determination is
binding on all persons. An Administrator-member is not
disqualified from exercising the powers conferred in this
Plan or in the Crestar Financial Corporation OMNI Trust
Agreement merely because he is a Participant or a Par-
ticipant's Beneficiary.
(d) Delegations by a multiple-person Administrator. The
-----------------------------------------------
Administrator-members may delegate to one or more of
their number authority to sign documents on behalf of
the
10-16
<PAGE>
Administrator or to perform ministerial acts, but no
member to whom that authority is delegated may per-
form an act involving the exercise of discretion without
first obtaining the concurrence of the required number of
other members, even though the one alone may sign a
document required by third parties. Without any desig-
nation from the other members, one Administrator-
member may execute instruments or documents on
behalf of the Administrator until the other members
object in writing and file that objection with the Sponsor.
10.07. Standing Committee Appointment, Succession, Operation
-----------------------------------------------------
(a) Standing Committee generally. This Plan provides for a
-----------------------------
Standing Committee but does not require a Standing
Committee. If there is a Standing Committee, this Plan
section governs that committee. The Standing
Committee is a Fiduciary with limited but special func-
tions. The Standing Committee's primary mission is to
determine whether--during Suspension Periods--other
individuals or entities proposed as or actually acting as
Fiduciaries under this Plan and as fiduciaries under the
Crestar Financial Corporation OMNI Trust Agreement
are independent. Upon any adverse determination, the
Standing Committee must not consent to that
individual's or entity's service as a Fiduciary under this
Plan or as a fiduciary under the Crestar Financial
Corporation OMNI Trust Agreement.
(b) Appointment. There are three seats on the Standing
------------
Committee. Subject to the provisions of this article and
Plan article 8, the Sponsor's Designee names the first
three members of the Standing Committee. The
Sponsor's Designee must nominate individuals for
membership on the Standing Committee until three have
accepted in writing
10-17
<PAGE>
delivered to the Sponsor or, during a Suspension Period, to the
Administrator.
(c) Resignation, removal. A Standing Committee-member
---------------------
may resign on thirty days' notice in writing to each other
member of the Standing Committee. An individual may
not be removed as a Standing Committee-member unless
the remaining members unanimously agree after one of
the other Standing Committee members or the
Administrator has proposed that removal to all of the
Standing Committee-members in writing (with a copy to
the Standing Committee-member proposed for removal)
on the grounds of legal incompetence (e.g., the need for
a guardian for some personal matters) or on the grounds
of bias inimical to the Standing Committee's duty to
objectively determine the independence of other Fidu-
ciaries under this Plan or other fiduciaries under the
Crestar Financial Corporation OMNI Trust Agreement.
(d) Successor appointment. Each Standing Committee-
----------------------
member's successor is always known before that
successor is required to serve. The successor Standing
Committee-member for each current member's seat must
be recorded on a roster given by the Standing Committee
to the Administrator. By written notice to other current
members, each Standing Committee-member nominates
his own successor. Each successor must be confirmed
by one current member other than the member
nominating him. Confirmation may be accomplished at
a meeting or by written notices to all Standing
Committee-members from a confirming member. If a
Standing Committee-member's nominee of his successor
is affirmatively disapproved by two current members in
a meeting or in written notices without a meeting, the
current member whose nominee has been rejected must
propose another nominee. A nominee
10-18
<PAGE>
who has not been rejected or confirmed within ninety days after
his nomination has been proposed in writing (measured from the
time that the notice is delivered or currently posted to the last-
receiving member) is automatically confirmed.
(e) Rules and guidelines. The Standing Committee must
---------------------
communicate to each appropriate Standing Committee-
member any rules and guidelines that the Standing
Committee considers desirable to govern the Standing
Committee according to this Plan and the Crestar
Financial Corporation OMNI Trust Agreement. The
Standing Committee's rules adopted or amended
according to this subsection must be communicated to
the Administrator.
(f) Records. The Standing Committee must keep a record
--------
of all of its proceedings and acts and all other data
related to its responsibilities under this Plan and the
Crestar Financial Corporation OMNI Trust Agreement.
The Standing Committee must keep a record of all of its
proceedings and acts and all other data necessary for the
proper administration of the Plan and the Crestar
Financial Corporation OMNI Trust Agreement.
(g) Standing Committee's acts and decisions. The Standing
----------------------------------------
Committee's acts and decisions must be made by a
majority vote. A meeting of all members of the
Standing Committee need not be called or held to make
decisions or take any action. Decisions may be made or
action taken by written documents signed by the required
number of members. If the Standing Committee-
members are deadlocked, the Administrator must make
the determination, and that determination is binding on
all persons. A Standing Committee-member is not dis-
qualified from exercising the powers conferred in this
Plan and the
10-19
<PAGE>
Crestar Financial Corporation OMNI Trust Agreement merely because
he is a Participant or a Participant's Beneficiary.
10.08. Other Fiduciary Appointment, Removal, Successors, Except
--------------------------------------------------------
During a Suspension Period
--------------------------
(a) Application of section. The subsections of this Plan
-----------------------
section 10.08 are effective during any period that is not a
Suspension Period. For purposes of this section, the
Investment Committee is a Fiduciary.
(b) Other Fiduciaries generally. This Plan section's
----------------------------
references to a Fiduciary are superseded by other Plan
provisions and Crestar Financial Corporation OMNI
Trust Agreement provisions referring to a specific
Fiduciary such as the Administrator, the Alternate
Administrators, and Standing Committee. Each
provision in this Plan section is effective as to the
appointment, removal, or resignation of a Fiduciary only
to the extent that the appointment, removal, or
resignation of that Fiduciary is not governed by another
Plan provision. Each provision in this Plan section is
effective as to any other matter covered in this Plan
section only to the extent that the other matter is not
governed by another Plan provision and only to the
extent that there are no provisions in the Crestar
Financial Corporation OMNI Trust Agreement about that
matter.
(c) Appointment. Except as provided for Fiduciary sub-
------------
delegations in this Plan article's subsection entitled
"Fiduciaries" (see Plan section 10.19(c)), the Sponsor
and only the Sponsor may name additional Fiduciaries
and define their responsibilities. There may be one or
more individuals or entities acting as a single Fiduciary
under this Plan, as the Sponsor determines subject to the
provi-
10-20
<PAGE>
sions of the Trust Agreements. According to the
same procedures that apply to the appointment of a
successor member, additional individuals and entities
may be appointed to become members of a multiple-
person Fiduciary appointed according to this section.
(d) Resignation, removal. If a Fiduciary is not a multiple-
---------------------
person Fiduciary, that Fiduciary may resign on thirty
days' notice in writing to the Sponsor. If a Fiduciary is
a multiple-person Fiduciary, any Fiduciary-member may
resign on thirty days' notice in writing to the Sponsor.
The Sponsor may remove a Fiduciary or a person who is
one of the persons that make up a Fiduciary by thirty
days' written notice to the Fiduciary or to the person in
question. The Sponsor and a Fiduciary or a Fiduciary-
member may agree to a shorter notice period for resigna-
tion or removal.
(e) Successor appointment. If a Fiduciary resigns or is
----------------------
removed or otherwise ceases to serve, the Sponsor may
appoint a successor. If a Fiduciary-member resigns or is
removed or otherwise ceases to serve, the Sponsor may
appoint a successor.
(f) Qualification. Each successor Fiduciary and each
--------------
successor Fiduciary-member or additional Fiduciary-
member appointed according to this section may qualify
after his appointment by executing, acknowledging, and
delivering acceptance to the Sponsor in a form sat-
isfactory to the Sponsor; each successor Fiduciary-
member without further act, deed, or conveyance is
vested with all the estate, rights, powers, discretion,
duties, and obligations of his predecessor, and each addi-
tional Fiduciary-member is similarly vested, just as if
originally named as a Fiduciary or a Fiduciary-member
in this Plan.
10-21
<PAGE>
(g) Related parties. Except as otherwise specifically
----------------
provided, the Sponsor, any Affiliate of the Sponsor, any
Employee, any Participant, any Participant's Beneficiary,
and any committee of the Sponsor or of any Affiliate
may be appointed as a Fiduciary or as a member of a
Fiduciary under this Plan.
10.09. Other Fiduciary Appointment, Removal, Successors During a
---------------------------------------------------------
Suspension Period
-----------------
(a) Application of section. Except as described in this
-----------------------
subsection, the remaining subsections of this Trust
Agreement section 10.09 are effective only during a
Suspension Period. The first sentence of subsection (f)
is effective at all times, subject to Plan article 8. For
purposes of this section, the Investment Committee is a
Fiduciary.
(b) Other Fiduciaries Generally. This Plan section's
----------------------------
references to a Fiduciary are superseded by other Plan
provisions and Crestar Financial Corporation OMNI
Trust Agreement provisions that are effective during a
Suspension Period and that refer to a specific Fiduciary
such as the Administrator, the Alternate Administrators,
and Standing Committee. Each provision in this Plan
section is effective as to the appointment, removal, or
resignation of a Fiduciary only to the extent that the
appointment, removal, or resignation of that Fiduciary is
not governed by another Plan provision that is effective
during a Suspension Period. Each provision in this Plan
section is effective as to any other matter covered in this
Plan section only to the extent that the other matter is
not governed by another Plan provision that is effective
during a Suspension Period and only to the extent that
there are no provisions in the Crestar Financial
Corporation OMNI Trust Agreement
10-22
<PAGE>
about that matter that are effective during a Suspension Period.
(c) General. There may be one or more individuals or
--------
entities acting as a single Fiduciary under this Plan.
(d) Suspension of Sponsor's powers. The Sponsor, an
-------------------------------
Employer, an ERISA Affiliate, or a Related Entity may
not appoint or remove a Fiduciary, any Fiduciary-
member, any additional Fiduciary-member, or any
successor Fiduciary or Fiduciary-member.
(e) Removal by Administrator. The Administrator may
-------------------------
remove a Fiduciary or a person who is one of the
persons that make up a Fiduciary by thirty days' written
notice to the Fiduciary or to the person in question. The
Standing Committee (whenever there is one) may
remove any Fiduciary or Fiduciary-member by providing
written notice as described in the next two sentences. In
the case of a Fiduciary, the notice must be provided to
that Fiduciary and the Administrator; in the case of a
Fiduciary-member, the notice must be provided to the
affected Fiduciary-member, to all other members of that
Fiduciary, and to the Administrator. The written notice
must state that, in the opinion of the Standing
Committee, that Fiduciary or Fiduciary-member should
not continue to serve because of the existence of or the
appearance of control or an interest that is inconsistent
with that Fiduciary's or Fiduciary-member's ability to
act for the benefit of the Participants under the Plan.
(f) Removal by other Fiduciary. The remaining provisions
---------------------------
of this subsection are not effective until the Sponsor's
Designee announces that they are effective. Any
Fiduciary may suggest the removal of another Fiduciary
or a member
10-23
<PAGE>
of another Fiduciary by providing written notice as described in
the next two sentences. In the case of a Fiduciary, the notice
must be provided to that Fiduciary and the Administrator; in the
case of a Fiduciary-member, the notice must be provided to the
affected Fiduciary-member, to all other members of that
Fiduciary, and to the Administrator. The written notice must
state that, in the opinion of the proposing Fiduciary, that other
Fiduciary or Fiduciary-member should not continue to serve
because of the existence of or the appearance of control or an
interest that is inconsistent with that Fiduciary's or Fiduciary-
member's ability to act for the benefit of the Participants under
the Plan. If the Fiduciary or Fiduciary-member targeted for
removal does not consent to the proposed removal, then to pursue
the removal the proposing Fiduciary must provide the written
notice described in the prior sentence to one or more other
Fiduciaries. The removal is effective only if at least one other
Fiduciary consents to the proposed removal.
(g) Resignation. If a Fiduciary is not a multiple-person
------------
Fiduciary, that Fiduciary may resign on thirty days'
notice in writing to the Administrator. If a Fiduciary is
a multiple-person Fiduciary, any Fiduciary-member may
resign on thirty days' notice in writing to the
Administrator. A Fiduciary or a Fiduciary-member and
the Administrator may agree to a shorter notice period
for resignation.
(h) Successor appointment. If a Fiduciary resigns or is
----------------------
removed or otherwise ceases to serve, the Administrator
may appoint a successor Fiduciary. If a Fiduciary-
member resigns or is removed or otherwise ceases to
serve, that Fiduciary may appoint a successor Fiduciary-
member. A successor Fiduciary or Fiduciary-member
may not be the
10-24
<PAGE>
Sponsor, an Employer, an ERISA Affiliate, a Related Entity, or an
Employee, and each successor Fiduciary and Fiduciary-member is
subject to all of this section's provisions.
(i) Additional Fiduciaries; continuing service. The
-------------------------------------------
Administrator may appoint additional Fiduciaries and
may appoint additional individuals or entities as
members of a multiple person Fiduciary. An additional
Fiduciary or Fiduciary-member may not be the Sponsor,
an Employer, an ERISA Affiliate, a Related Entity, or an
Employee, and each additional Fiduciary and Fiduciary-
member is subject to all of this section's provisions.
Subject to this section's provisions on removal and
resignation, each Fiduciary and each Fiduciary-member
continue to serve.
(j) Qualification. Each successor or additional Fiduciary or
--------------
Fiduciary-member appointed may qualify by executing,
acknowledging, and delivering acceptance to the
Administrator in a form satisfactory to the Administrator;
each successor without further act, deed, or conveyance
is vested with all the estate, rights, powers, discretion,
duties, and obligations of his predecessor Fiduciary or
Fiduciary-member, and each additional Fiduciary or
Fiduciary-member is similarly vested, just as if originally
named as a Fiduciary or a Fiduciary-member in this
Plan.
10.10. Operation of Multiple-Person Fiduciaries
----------------------------------------
(a) Other Fiduciaries generally. This Plan section's
----------------------------
references to a Fiduciary are superseded by other Plan
provisions referring to a specific Fiduciary such as the
Administrator, the Alternate Administrators, and the
Standing Committee.
10-25
<PAGE>
(b) Suspension Period. During a Suspension Period, the
------------------
Sponsor's powers under this section are suspended and
the Administrator acts in the Sponsor's place.
(c) Rules and guidelines. A multiple-person Fiduciary may
---------------------
adopt or amend rules and guidelines that its members
deem desirable to govern its operations according to this
Plan. A Fiduciary's rules adopted or amended according
to this subsection must be communicated to the
Administrator and to the Sponsor and may not cause that
Fiduciary to act in any way that is prohibited by this
Plan or cause that Fiduciary to fail to act in any way that
is required by this Plan.
(d) Records. Each multiple-person Fiduciary must keep a
--------
record of all of its proceedings and acts and all other
data related to its responsibilities under this Plan and that
are necessary for the proper administration of the Trust
Fund. Each Fiduciary must notify the Administrator of
any of its actions other than routine actions and must
notify any other person when notice to that other person
is required by law.
(e) Multiple-person Fiduciary's acts and decisions. A
-----------------------------------------------
multiple-person Fiduciary's acts and decisions must be
made by a majority vote if the number of persons who
constitute that Fiduciary is three or more; otherwise,
such acts and decisions must be by unanimous vote. A
meeting of all members of a multiple-person Fiduciary
need not be called or held to make decisions or take any
action. Decisions may be made or action taken by
written documents signed by the required number of
members. If the Fiduciary-members are deadlocked,
subject to the provisions of subsection (b), the Sponsor
must make the determination and that determination is
binding on all persons. A Fiduciary-member is not dis-
qualified from
10-26
<PAGE>
exercising the powers conferred in this Plan merely because he is
a Participant or a Participant's Beneficiary.
(f) Multiple-person Fiduciary's delegation of authority.
----------------------------------------------------
Fiduciary-members may delegate to one or more of their
number authority to sign documents on behalf of that
Fiduciary or to perform ministerial acts, but no
Fiduciary-member to whom that authority is delegated
may perform an act involving the exercise of discretion
without first obtaining the concurrence of the required
number of other members, even though the one alone
may sign a document required by third parties. Without
designation from the other persons who constitute that
Fiduciary, one Fiduciary-member may execute instru-
ments or documents on behalf of all members until the
other members object in writing and file that objection
with the Sponsor.
(g) Ministerial duties. A multiple-person Fiduciary may
-------------------
adopt by-laws and similar rules consistent with the Plan
and its purposes. A multiple-person Fiduciary may
choose a chairman from its members and may appoint a
secretary to keep such records of that multiple-person
Fiduciary's acts as may be necessary. The secretary
need not be a member of that multiple-person Fiduciary.
The secretary may perform purely ministerial acts
delegated by that multiple-person Fiduciary.
10.11. Administrator's, Plan Committees' Powers and Duties
---------------------------------------------------
(a) Plan decisions. The Administrator and, as to
---------------
responsibilities assigned according to this Plan to a Plan
Committee, that Plan Committee must administer this
Plan by its terms and has all powers necessary to do so.
The Administrator must designate one of its members or
someone else as agent for service of legal process. The
10-27
<PAGE>
Administrator must interpret this Plan. The duties of the
Administrator include, but are not limited to:
(1) determining the answers to all questions relating
to the Employees' eligibility to become
Participants;
(2) communicating with and directing any Trustees
and co-Trustees on the time, amount, method, and
form of benefits to pay to Participants and
Beneficiaries;
(3) authorizing and directing all Trust Fund
disbursements;
(4) directing the appropriate Trustees and co-Trustees,
according to the terms of this Plan and any Trust
Agreements (specifically including the Crestar
Financial Corporation OMNI Trust Agreement), to
disburse funds held by them in payment of
obligations to accomplish the purposes of this
Plan; and
(5) acting as the Primary Administrator under the
Crestar Financial Corporation OMNI Trust
Agreement during Suspension Periods and during
any other period in which no individual or entity
is that Primary Administrator.
(b) Conclusive determination. Subject to the appeals
-------------------------
procedures in the Plan section entitled "Review of
Claims" (see Plan section 6.03), a determination by the
Administrator and, as to responsibilities assigned
according to this Plan to a Plan Committee, a determina-
tion by that Plan Committee made in good faith is con-
clusive and binding on all persons. No decision of the
Administrator
10-28
<PAGE>
or of a Plan Committee, however, may take away any rights
specifically given to a Participant by this Plan.
(c) Participation. If the Administrator or a member of a
--------------
Plan Committee is also a Participant, he must abstain
from any action that directly affects him as a Participant
in a manner different from other similarly situated
Participants. Except as provided in Plan article 8, the
Plan does not prevent either an Administrator or a
member of a Plan Committee who is also a Participant
or a Beneficiary from receiving any benefit to which he
may be entitled, if the benefit is computed and paid on a
basis that is consistently applied to all other Participants
and Beneficiaries.
(d) Agents and advisors. The Administrator and, as to
--------------------
responsibilities assigned according to this Plan to a Plan
Committee, that Plan Committee may employ and
compensate from the Employers' funds, or from any
Trust Fund assets according to the Plan section entitled
"Payment of Expenses" (see Plan section 10.14), such
accountants, counsel, specialists, and other advisory and
clerical persons (to the extent that clerical and office
help are not supplied by an Employer) as it deems
necessary or desirable in connection with the Plan's
administration or with the administration of the Crestar
Financial Corporation OMNI Trust. The Administrator
may designate any person as its agent for any purpose.
The Administrator and, as to responsibilities assigned
according to this Plan to a Plan Committee, that Plan
Committee is entitled to rely conclusively on any
opinions or reports furnished to it by its accountant or
counsel. Except to the extent prohibited by law, the
Administrator and each Plan Committee is fully
protected by the Employers, Employees, and the
Participants whenever it takes action based in good faith
on advice from its advisors.
10-29
<PAGE>
10.12. Discretion of Administrator, Plan Committees
--------------------------------------------
(a) Exclusive discretion. The Administrator's discretionary
---------------------
power and, as to responsibilities assigned according to
this Plan to a Plan Committee, that Plan Committee's
discretionary power to perform or consent to any act is
exclusive if it is exercised in a consistent manner with
respect to all similarly situated Employees and
Participants.
(b) Waivers. In its administration of the Plan, the
--------
Administrator may waive any Plan requirements that
might otherwise result in an individual's disqualification
or failure to qualify as a Participant or a loss or
deprivation of Plan benefits as a result of the indivi-
dual's transfer, such as a transfer between divisions of an
Employer or between Employers (or any other transfer).
With the Sponsor's consent (or with the consent of a
person vested with the appropriate Sponsor power
according to Plan article 8), the Administrator may credit
service for an Employer's predecessor's business as Ser-
vice for the Employer, even if that is not required by
law. Except as provided in Plan article 8, the Sponsor's
Designee may direct that credit. Any individual may
apply for relief under this subsection by following this
Plan's procedures for claims and reviews of claims.
10.13. Records and Reports
-------------------
(a) Reports. The Employers must supply information to the
--------
Administrator sufficient to enable the Administrator to
fulfill its duties. The Administrator must advise each
Trustee and co-Trustee of information necessary or
desirable to that Trustee's or co-Trustee's administration
of the Trust Fund.
10-30
<PAGE>
(b) Records. The Administrator must keep books of
--------
account, records, and other data necessary for proper
administration of the Plan, showing the interests of the
Participants under the Plan. The Administrator may
appoint a Trustee, co-Trustee, or any other person as
agent to keep records, if the Trustee, co-Trustee, or other
person accepts the duties.
10.14. Payment of Expenses
-------------------
Unless otherwise determined by the Sponsor or by a person
vested with the necessary Sponsor power according to Plan
article 8, the Administrator serves and all members of any Plan
Committee serve without compensation. Until the Sponsor's
Designee notifies the Administrator or the affected Plan
Committee to the contrary, all expenses of the Administrator
and each Plan Committee must be paid by the Employers.
Expenses of the Administrator and each Plan Committee
include any expenses incident to the functioning of the
Administrator or that Plan Committee, fees of accountants,
counsel, and other similar specialists, and other costs of
administering the Plan. If the Employers are not responsible
for the expenses of the Administrator or of a specific Plan
Committee, the Administrator or that Plan Committee must
direct the Trustees or co-Trustees to distribute payment or
reimbursement of reasonable expenses from the Trust Fund.
10.15. Notification to Interested Parties
----------------------------------
The Administrator must take all reasonable steps to notify all
Interested Parties of the existence and provisions of this Plan
and any Trust Agreements. When the Plan or a Trust
Agreement is amended in any way affecting Participant benefits
(which does not include amendments relating to administrative
matters or clerical errors), the Administrator must notify all
affected
10-31
<PAGE>
Interested Parties of the amendments and inform them of the substance
of the amendments.
10.16. Notification of Eligibility
---------------------------
Within a reasonable period before it is necessary to determine
eligibility, each Employer must give the Administrator a list of
its Employees, showing all information necessary to determine
current eligibility.
10.17. Other Notices
-------------
At all appropriate times, the Administrator must notify each
Employer and all other appropriate parties that certain actions
must be taken or that payments are due.
10.18. Annual Statement
----------------
As and when required by law, the Administrator must give
each Participant a statement showing the status of the
Participant's Account as of the close of the preceding Plan
Year.
10.19. Limitation of Administrator's and Plan Committees' Liability
------------------------------------------------------------
(a) Separate liability. If permissible by law, the
-------------------
Administrator and each member of each Plan Committee
serves without bond. If the law requires bond, the
Administrator must secure the minimum required (or any
greater amount set by the Sponsor) and obtain necessary
payments according to the Plan section entitled "Payment
of Expenses" (see Plan section 10.14). Except as
otherwise provided in the Plan, the Administrator and
any member of any Plan Committee is not liable for
another Administrator's or member's act or omission or
for another Fiduciary's act or omission. To the extent
allowed by law and except as otherwise
10-32
<PAGE>
provided in the Plan, the Administrator and any member of any
Plan Committee is not liable for any action or omission that is
not the result of the Administrator's or member's own negligence
or bad faith.
(b) Indemnification. As permitted by law, and as limited by
----------------
any written agreement between the Sponsor and the
Administrator or between the Sponsor and the Plan
Committee or member in question, the Employers must
indemnify and save the Administrator and each member
of each Plan Committee harmless against expenses,
claims, and liability arising out of being the
Administrator or a member of that Plan Committee,
except expenses, claims, and liability arising out of the
individual's own negligence or bad faith. The Sponsor
may obtain insurance against acts or omissions of the
Administrator and the members of each Plan Committee.
If the Sponsor fails to obtain insurance to indemnify, the
Administrator or a member of any Plan Committee may
obtain insurance and must be reimbursed according to
the Plan section entitled "Payment of Expenses" (see
Plan section 10.14) and as permitted by law. Except
during periods in which its power is suspended or
terminated according to Plan article 8, at its own
expense, the Sponsor may employ its own counsel to
defend or maintain, either in its own name or in the
name of the Administrator, any Plan Committee, or any
of its members, any suit or litigation arising under this
Plan concerning the Administrator, that Plan Committee,
or any of its members.
(c) Fiduciaries. The Administrator may name and, as to
------------
responsibilities assigned according to this Plan to a Plan
Committee, that Plan Committee may name any other
person as a Fiduciary in the process of delegating any
responsibility and power of the Administrator or of that
10-33
<PAGE>
Plan Committee, and by naming that person, the
Administrator or that Plan Committee limits its own
duties and responsibilities to the extent specified in that
delegation.
10.20. Errors and Omissions
--------------------
Individuals and entities charged with the administration of the
Plan must see that it is administered in accordance with its
terms as long as it is not in conflict with ERISA. If an
innocent error or omission is discovered in the Plan's operation
or administration, and if the Administrator determines that it
would cost more to correct the error than is warranted, and if
the Administrator determines that the error did not cause a pen-
alty or excise-tax problem, then the Administrator may
authorize any equitable adjustment it deems necessary or
desirable to correct the error or omission, including but not
limited to the authorization of additional Employer con-
tributions designed, in a manner consistent with the goodwill
intended to be engendered by the Plan, to put Participants in
the same relative position they would have enjoyed if there had
been no error or omission. Any contribution made pursuant to
this section is an additional discretionary contribution.
10.21. Communication of Directions from Participants
---------------------------------------------
All Participant rights contained in the Plan or in any Trust
Agreement to direct any action may be exercised only by
directions communicated to the Administrator. The
Administrator must communicate those directions to any
appropriate Trustees or co-Trustees or other appropriate
persons. All Participant directions communicated by the
Administrator are deemed by the recipient to be true and
accurate, and each recipient of directions is entitled to rely
conclusively upon the directions.
10.22 Investment Committee
--------------------
10-34
<PAGE>
(a) Application of section. If a Trust Agreement contains
-----------------------
provisions that authorize an investment committee (that
is a fiduciary with powers similar to this Plan's
Investment Committee's powers), this Plan has no
Investment Committee, and all other Plan provisions
governing or requiring Investment Committee actions are
inoperative, even if those Trust Agreement provisions
have not yet been implemented (for example, by the
creation of such an investment committee).
(b) Appointment, resignation, removal. The Plan sections
----------------------------------
entitled "Other Fiduciary Appointment, Removal,
Successors, Except During a Suspension Period" and
"Other Fiduciary Appointment, Removal, Successors
During a Suspension Period" (see Plan sections 10.08
and 10.09) govern the appointment, removal, and
resignation of the Investment Committee.
(c) Investment Managers. As provided in ERISA sec-
--------------------
tion 402(c)(3), the Investment Committee may name one
or more Investment Managers (as defined in ERISA sec-
tion 3(38)) for the Plan and may delegate any or all of
its authority to one or more of those Investment
Managers.
10.23. Selection of Investment Media
-----------------------------
(a) Discretion of Investment Committee. Subject to the
-----------------------------------
approval of the appropriate Trustees or co-Trustees, the
Investment Committee may select and name any number
of funds or other investment media not prohibited under
the Trust Agreements as it deems appropriate and
satisfactory for the investment of Accounts at the elec-
tion of the Participants. Such investment media may
include or be exclusively limited to pooled investment
funds.
10-35
<PAGE>
(b) Specific investment media. Without limiting the
--------------------------
Investment Committee's discretion authorized in sub-
section (a), the Sponsor expects that the Participants will
be allowed unlimited investment choices for the
Participants to exercise control over the investment of
their Accounts. The investment media under the Plan,
therefore, are in addition to other investments the Par-
ticipants may select themselves. The Investment
Committee may not provide an exclusive list of
permissible investment media for this Plan.
(c) Additional investment media. Additional investment
----------------------------
media, including pooled investment funds, may also be
listed as additional permissible investment media. The
additional media may include several Investment Funds
that invest in stock or securities of an Employer. The
Administrator may also request the Investment
Committee to cause the creation of a fund within the
Trust Fund to be managed by an Investment Manager.
10.24. Crestar Financial Corporation OMNI Trust Agreement
--------------------------------------------------
Fiduciaries
-----------
(a) Identification. The Sponsor must provide the
---------------
Administrator with a complete list of the identities of all
fiduciaries (and members of multiple-person fiduciaries)
under the Crestar Financial Corporation OMNI Trust
Agreement and keep that list up to date. The Sponsor
must provide the Administrator with any available
information about those fiduciaries (and members)
requested by the Administrator. The Sponsor and the
Administrator must provide that information as well to
the Standing Committee and must make every reasonable
effort to secure any additional information the Standing
Committee may request about those fiduciaries (and
members).
10-36
<PAGE>
(b) Removal. The Crestar Financial Corporation OMNI
--------
Trust Agreement provides that certain fiduciaries under
that Trust Agreement (for example, the Trustee, any co-
Trustee, Investment Managers, Trust Fiduciaries, and
Trust Fiduciary-members) are removed automatically
under certain circumstances. Under other circumstances,
the Primary Administrator of the Crestar Financial
Corporation OMNI Trust Agreement is authorized to
remove certain fiduciaries under that Trust Agreement.
Whenever this Plan's Administrator is the Crestar
Financial Corporation OMNI Trust Agreement's Primary
Administrator and there is a Standing Committee, the
Administrator must not take action to remove a fiduciary
under that Trust Agreement unless the Standing
Committee agrees with that action, but the Administrator
must act to remove a fiduciary under that Trust
Agreement whenever so directed by the Standing
Committee. The Standing Committee (whenever there is
one) must be vigilant to discover, as to any such
fiduciary or member of a multiple-person fiduciary, the
existence of or the appearance of control or an interest
that is inconsistent with that fiduciary's or member's
ability to act for the benefit of the participants under any
of the Crestar Financial Corporation OMNI Trust
Agreement's Participating Plans. Whenever the Standing
Committee discovers the existence of or the appearance
of such control or interest, the Standing Committee must
direct the Administrator to exercise the Administrator's
removal powers.
(c) Appointment. The Crestar Financial Corporation OMNI
------------
Trust Agreement provides that certain fiduciaries under
that Trust Agreement (for example, the Trustee, co-
Trustees, additional or successor Trustees or co-Trustees,
and successor Alternate Primary Trustees) are appointed
by or with the consent of that Trust Agreement's
Primary
10-37
<PAGE>
Administrator under certain circumstances. Whenever this Plan's
Administrator is the Crestar Financial Corporation OMNI Trust
Agreement's Primary Administrator and there is a Standing
Committee, the Administrator must not take action to appoint a
fiduciary (or consent to an appointment) under that Trust
Agreement unless the Standing Committee agrees with that action,
but the Administrator must act to appoint a fiduciary (or consent
to an appointment) under that Agreement whenever so directed by
the Standing Committee. The Standing Committee (whenever there is
one) must be vigilant to identify the need for such appointments
or consents and must direct the Administrator after making
appointment decisions.
(d) Directions from Participating Plans' administrators.
----------------------------------------------------
Unless the Administrator, acting in the capacity of
Primary Administrator under the Crestar Financial
Corporation OMNI Trust Agreement, deems compliance
with a request from or a direction of a Participating
Plan's administrator to be imprudent or inconsistent with
the terms of this Plan or the Crestar Financial
Corporation OMNI Trust Agreement, the Administrator
must cause all allocations, distributions, and transfers
from the Crestar Financial Corporation OMNI Trust
Fund as may be requested or directed by that
Participating Plan's administrator to satisfy the
provisions of that Participating Plan on allocations of
contributions, allocations of earnings, forfeitures,
allocations of forfeitures, distributions in satisfaction of
Accrued Benefit payment provisions in that Participating
Plan, and other distributions or transfers required or
authorized by that Participating Plan.
(e) Directions to Primary Administrator. The Administrator
------------------------------------
must request or direct the Primary Administrator under
the Crestar Financial Corporation OMNI Trust Agreement, to
10-38
<PAGE>
cause allocations, distributions, and transfers from the Crestar
Financial Corporation OMNI Trust Fund that are necessary to
satisfy this Plan's provisions, including provisions on
allocations of contributions, allocations of earnings,
forfeitures, allocations of forfeitures, and distributions in
satisfaction of this Plan's Accrued Benefit payment provisions;
the Administrator also may request or direct the Primary
Administrator to cause other allocations, distributions, and
transfers authorized by this Plan.
10-39
<PAGE>
CRESTAR FINANCIAL CORPORATION
Permanent Executive Benefit Plan
As Amended And Restated
Effective December 26, 1990
ARTICLE 11
DEFINITIONS
11.01. Account means an individual's interest (except for Suspense
-------
Accounts, including any Asset-transfer Suspense Accounts and
Employer-designated Suspense Accounts) under this Plan or an
Associated Plan that is a Defined Contribution Plan, determined
in each case according to the appropriate plan's provisions.
For this Plan, Account means an individual's interest under this
-------
Plan according to this Plan's provisions. A Participant's
Account in this Plan is his funded interest under this Plan.
-------
(a) A Participant may have several identified accounts in
this Plan. When Account is used without modification,
-------
it means the sum of all of the Participant's identified
funded accounts.
(b) Account refers to the value of the Trust Fund set aside
-------
for and allocated to a Participant or to assets specifically
allocated as assets (such as Employer Stock, if shares are
allocated to individual accounts) in the Trust Fund set
aside for and allocated to a Participant.
See also Asset-transfer Suspense Account, Employer-designated
Suspense Account, and Suspense Account.
Accounts are explained further in the Plan section entitled
"Accounts" (see Plan section 4.02), and allocations to Accounts
are generally covered in Plan article 4.
11.02. Accrued Benefit
---------------
11-1
<PAGE>
(a) Accrued Benefit is defined in ERISA section 3(23) and
------- -------
refers to the accumulated entitlement attributable to an
individual's participation in a Pension Plan that is a
Qualified Plan or a Nonqualified Pension Plan, without
regard to whether that interest is Forfeitable or
Nonforfeitable.
(b) For an Employer-maintained Nonqualified Pension Plan
(including this Plan) or a Pension Plan that is a Qualified
Plan and that has only individual accounts and no other
benefit, Accrued Benefit means an individual's funded
------- -------
Account balance according to that plan.
(c) For an Employer-maintained Defined Contribution Plan,
including this Plan, Accrued Benefit means an
------- -------
individual's funded Account balance.
(d) Accrued Benefit, for any Employer-maintained Defined
------- -------
Benefit Plan, means an individual's right to a benefit that
is determined under that plan and, except as provided in
ERISA section 204(c)(3), that is expressed as an annual
benefit beginning at normal retirement age.
11.03. Acquiring Person means any Person who satisfies the
--------- ------
requirements of either subsection (a) or (b) of this section.
(a) A Person, considered alone or together with all Control
Affiliates and Associates of that Person, becomes
directly or indirectly the beneficial owner of Securities
representing at least thirty percent of the Sponsor's then
outstanding Securities entitled to vote generally in the
election of the Board.
11-2
<PAGE>
(b) A Person enters into an agreement that would result in
that Person satisfying the conditions in subsection (a) or
that would result in an Employer's failure to be an
Affiliate.
11.04. Active Participant means a Participant who is a Covered
------------------
Employee. An Active Participant is not automatically entitled
to allocations from all contributions or according to all exhibits
described in the Plan article 2 subsection entitled "Benefit
exhibits" (see Plan section 2.05(c)).
11.05. Administrator means a single person (an individual or an
-------------
entity) or a Plan Committee that is a Named Fiduciary
appointed according to Plan article 10 to be the Plan's person
described in ERISA section 3(16) and to be the Primary
Administrator under the Crestar Financial Corporation OMNI
Trust Agreement during certain periods.
11.06. Administrator's Rules means any interpretations or operating
---------------------
guidelines, regulations, or rules established by or for the
Administrator for operating the Plan, as authorized by the
Plan's provisions.
11.07. Affiliate means, as to an Employer,
---------
(a) a member of a controlled group of corporations as
defined in Code section 1563(a), determined without
regard to Code sections 1563(a)(4) and 1563(e)(3)(C), of
which that Employer is a member according to Code
section 414(b);
(b) a trade or business (whether or not incorporated) that is
under common control with that Employer as determined
according to Code section 414(c); or
(c) a member of an affiliated service group of which that
Employer is a member according to Code sec-
tion 414(m).
11-3
<PAGE>
See also: ERISA Affiliate, which is defined according to
ERISA section 407(d)(7).
11.08. Affiliate-maintained means, as to an Affiliate, the same thing
--------------------
that Employer-maintained means as to an Employer.
-------------------
11.09. Age means how old a person was on his immediate past (most
---
recent) birthday.
11.010. Agreement refers to a Trust Agreement.
---------
11.11. Alternate Administrator means a single person (an individual or
-----------------------
an entity) or a Plan Committee that is appointed according to
Plan article 10 to succeed an Administrator according to Plan
article 10.
11.12. Alternate Payee means a Participant's Spouse, former Spouse,
---------------
child, or other dependent who is recognized by a Domestic
Relations Order as having a right to receive all or a portion of
the benefits payable under the Plan with respect to that
Participant.
11.13. Annuity Starting Date means the first day of the first period
---------------------
with respect to which annuity payments would be received
(whether by reason of Retirement or Disability).
11.14. Asset-transfer Suspense Account means an Account required by
-------------------------------
this Plan when assets are transferred from another employee
benefit plan to the Trust Fund in excess of liabilities transferred
at the same time and are not allocated under this Plan to
Accounts of Participants in the Plan Year in which the transfer
occurs.
11.15. Assignment or Alienation include arrangements described in
------------------------
subsections (a) and (b) and specifically exclude arrangements
-------
described in subsections (c) through (g).
11-4
<PAGE>
(a) An arrangement providing for the payment to an
Employer of Plan benefits that otherwise would be due
the Participant under this Plan is an Assignment or Alien-
ation.
(b) A direct or indirect arrangement (whether revocable or
irrevocable) in which someone acquires from a
Participant or Beneficiary a right or interest enforceable
against the Plan in or to all or any part of a Plan benefit
payment that is or may become payable to the
Participant or Beneficiary is an Assignment or Aliena-
tion.
(c) An arrangement for withholding federal, state, or local
tax from Plan benefit payments is not an Assignment or
Alienation.
(d) An arrangement for the recovery by the Plan of benefit
overpayments previously made to a Participant or
Beneficiary is not an Assignment or Alienation.
(e) An arrangement for the transfer of benefit rights from
the Plan to another Pension Plan is not an Assignment or
Alienation.
(f) An arrangement for the direct deposit of benefit
payments to an account in a bank, savings and loan
association, or credit union is not an Assignment or
Alienation, but only if that arrangement is not part of
one that would otherwise constitute an Assignment or
Alienation (for example, an allowable arrangement could
provide for the direct deposit of a Participant's benefit
payments to a bank account held by the Participant and
the Participant's spouse as joint tenants).
(g) An arrangement by which a Participant or Beneficiary
directs the Plan to pay all or part of a Plan benefit
payment
11-5
<PAGE>
to a third party, including an Employer, is not
an Assignment or Alienation if
(1) the arrangement is revocable at any time by the
Participant or Beneficiary; and
(2) the third party files a written acknowledgement of
the arrangement with the Administrator. To be
satisfactory, a written acknowledgement must state
that the third party has no enforceable right in or
to any Plan benefit payment or part of a Plan
benefit payment (except to the extent of payments
already received according to the terms of the
arrangement). A blanket written
acknowledgement for all Participants and Benefi-
ciaries who are covered under the arrangement
with the third party is sufficient. The written
acknowledgement must be filed with the
Administrator no later than ninety days after the
arrangement is entered into.
11.16. Associate, with respect to any Person, is defined in Rule 12b-2
---------
of the General Rules and Regulations under the Securities
Exchange Act of 1934, as amended as of January 1, 1990,
which reads as follows:
The term Associate used to indicate a
---------
relationship with any person, means (1) any
corporation or organization of which such
person is an officer or partner or is, directly or
indirectly, the beneficial owner of ten percent
or more of any class of equity securities, (2)
any trust or other estate in which such person
has a substantial beneficial interest or as to
which such person serves as trustee or in a
similar fiduciary capacity, and (3) any relative
or
11-6
<PAGE>
spouse of such person, or any relative of
such spouse, who has the same home as such
person or who is a director or officer of such
person or any of its parents or subsidiaries.
For purposes of this Plan, Associate does not include the
---------
Sponsor or a Majority-owned Subsidiary of the Sponsor.
11.17. Associated Plan, when used in this Plan article's definition of
---------------
Second-tier Trigger Event, has the meaning set forth in
subsection (a) of this section; otherwise, Associated Plan has
---------------
the meaning set forth in subsection (b) of this section.
(a) Associated Plan means any Nonqualified Pension Plan
---------------
maintained by the Sponsor or any other Employer.
(b) Associated Plan means any Nonqualified Pension Plan
---------------
maintained by the Sponsor or any other Employer, but
during a Suspension Period, except for a plan that is a
"Participating Plan" according to the Crestar Financial
Corporation OMNI Trust Agreement, such a plan is an
Associated Plan only if that Plan was in existence at
least six months before the beginning of that Suspension
Period. Except for a plan that is a "Participating Plan"
according to the Crestar Financial Corporation OMNI
Trust Agreement, for purposes of this Plan, an
Associated Plan's benefits do not increase during a
Suspension Period, no additional participants join an
Associated Plan during a Suspension Period, and no
liabilities may be transferred to an Associated Plan
during a Suspension Period.
11.18. Basic Contribution means the discretionary Employer
------------------
contribution described in Plan section 3.05.
11-7
<PAGE>
11.19. Beneficiary or Beneficiaries is defined in ERISA section 3(8).
----------- -------------
That source indicates that Beneficiary or Beneficiaries mean
----------- -------------
one or more individuals or other entities so designated by a
Participant according to the Plan section entitled "Designation
of Beneficiary" (see Plan section 7.02) or, if there is no
effective designation, then as enumerated in the Plan section
entitled "Beneficiaries" (see Plan section 7.02(b)).
11.20. Benefit Reserve means the total of all contributions to this Plan
---------------
by Participants; plus specific Employer contributions directed
according to this Plan to be part of the Benefit Reserve;
reduced by allocations and distributions according to this Plan
from the Benefit Reserve according to this Plan. The Benefit
Reserve holds Plan Assets.
11.21. Board or Board of Directors, without modification, means the
----- ------------------
Sponsor's board of directors or governing body and, with
modification, means the board of directors or governing body
of the entity referred to.
11.22. Code means the Internal Revenue Code of 1986, including its
----
predecessor versions and its subsequent versions, as currently
amended for the applicable time.
11.23. Compensation means an Employee's total pay (base salary,
------------
overtime, vacation pay, holiday pay, severance pay, incentive-
pay, bonuses, commissions, supervisors' supplements, and other
similar pay) from the Employers for a Plan Year or other
measuring period in return for the Employee's services.
(a) Except as described below, Compensation does not
------------
include Employer contributions to any private or public
retirement annuity or pension plan or Employer
contributions to a Qualified Plan other than contributions
caused by an
11-8
<PAGE>
Employee's elective deferrals under a Qualified Plan
containing a cash or deferred arrangement.
(b) Compensation does not include Employer contributions
------------
to this Plan and Trust Fund.
(c) Compensation does not include service awards, expense
------------
allowances, moving expenses, retainers, fees under
contract, mortgage interest differential payments, or any
similar remuneration not related to pay as an Employee.
(d) Compensation does not include fringe benefits that are
------------
non-taxable to the Employee.
(e) Compensation does not include payments to or on behalf
------------
of an Employee after his employment has terminated.
At the Sponsor's election, Compensation may also include any
------------
amount that is contributed by an Employer pursuant to an
elective deferral and any amount that is not includible in the
gross income of an Employee under Code section 125
(cafeteria plans), Code section 402(a)(8) (a cash or deferred
arrangement), Code section 402(h) (simplified employee
pensions), or Code section 403(b) (certain annuity contracts).
11.24. Continuing Directors means those members of the Board who
--------------------
satisfy the requirements of either subsection (a), subsection (b),
or subsection (c) of this section.
(a) The individual was a Board member before an event
defined as a First-tier Trigger Event or before an event
defined as a Second-tier Trigger Event that was not
preceded (in the same Suspension Period) by a First-tier
Trigger Event.
11-9
<PAGE>
(b) The individual was a Board member at the end of a
Suspension Period that started with a First-tier Trigger
Event or that started with a Second-tier Trigger Event
that was not preceded (in the same Suspension Period)
by a First-tier Trigger Event.
(c) The individual was nominated for election or elected by
a two-thirds majority vote of Board members who satisfy
the requirements of subsection (a) or (b) of this section.
A Board member may not satisfy the requirements of this
section if that member was nominated for election or elected by
Board members who are elected by or recommended for
election by an Acquiring Person.
11.25. Contract means an insurance or annuity or other similar
--------
agreement issued by an Insurer to the Sponsor or to a Trustee
or co-Trustee to provide benefits under this Plan. A Contract
held by a Trustee or co-Trustee or otherwise part of the Trust
Fund is a Contract but not a Plan Contract. A Contract held
outside the Trust Fund is a Plan Contract until it is distributed
to a Participant or Beneficiary to satisfy some or all of a Plan
benefit entitlement; upon that distribution, the Plan Contract
becomes a Contract. If there is any conflict between provisions
of this Plan and the terms of the Contract issued according to
this Plan, the provisions of this Plan must control.
11.26. Control, Controlling, and all variants (including under common
------- ----------- ------------
Control with) are defined in Rule 12b-2 of the General Rules
------------
and Regulations under the Securities Exchange Act of 1934, as
amended as of January 1, 1990, which reads as follows:
The term Control (including the terms
-------
controlling, controlled by, and under common
control with) means the possession, direct or
11-10
<PAGE>
indirect, of the power to direct or cause the
direction of the management and policies of a
person, whether through the ownership of
voting securities, by contract, or otherwise.
11.27. Control Affiliate, with respect to any Person, means an affiliate
-----------------
as defined in Rule 12b-2 of the General Rules and Regulations
under the Securities Exchange Act of 1934, as amended as of
January 1, 1990, which reads as follows:
An affiliate of, or a person affiliated with, a
specified person, is a person that directly, or
indirectly through one or more intermediaries,
controls, or is controlled by, or is under
common control with, the person specified.
11.28. Covered Employee means an Employer's Employee who has
----------------
been designated (by name or by description) by the Sponsor's
Designee as a Covered Employee, who has not Separated from
Service since becoming a Covered Employee, and who has not
had his designation as a Covered Employee revoked by the
Sponsor's Designee.
11.29. Defined Benefit Plan or DBP means any plan so defined in
-------------------- ---
ERISA section 3(35).
11.30. Defined Contribution Plan or DCP means any plan so defined
------------------------- ---
in ERISA section 3(34).
11.31. Disability means a condition rendering a Participant unable to
----------
engage in any substantial gainful activity for which he is
reasonably suited by education or experience by reason of any
medically determinable physical or mental impairment that can
be expected to result in death or to be of long continued and
indefinite duration. For purposes of this Plan, a Disability may
11-11
<PAGE>
include a disability within the meaning of Code section 105(c)
or (d), Code section 22(e)(3), or under any other definition of
disability announced by the Sponsor's Designee.
11.32. Domestic Relations Order is defined in ERISA section 206(d)(3)(B)(i).
------------------------
11.33. Earliest Retirement Age, for purposes of Qualified Domestic
-----------------------
Relations Orders is defined in ERISA section 206(d)(3)(E)(ii).
11.34. Early Retirement under this Plan means Separation from
----------------
Service after attainment of Age fifty-five and before attainment
of Normal Retirement Age.
11.35. Earned Benefit
--------------
(a) Earned Benefit is not defined in ERISA but refers to the
------ -------
accumulated entitlement attributable to an individual's
participation in a Welfare Plan, without regard to
whether that interest is Forfeitable or Nonforfeitable.
(b) For an Employer-maintained Welfare Plan that has only
individual accounts and no other benefit, Earned Benefit
------ -------
means an individual's account balance according to that
plan.
11.36. Earnings, for any individual for any relevant period, means the
--------
largest amount that the individual may consider as taxable
income from the Employers in return for his services. An
Employee's Earnings at least equal that Employee's Compensation.
--------
11.37. Effective Date is January 1, 1989. The Effective Date refers to
--------------
the Plan's date of origin, although the date on which this
document's provisions are effective is December 26, 1990. Any
11-12
<PAGE>
Trust has an effective date reflected in the Trust Agree-
ments executed for this Plan.
11.38. EIAP means Eligible Individual Account Plan.
----
11.39. Eligible Employee, on and after the Effective Date, means a
-----------------
Covered Employee who has at any time (for any Plan Year or
other limitation period for purposes of Code section 415) been
credited under an Employer-maintained Qualified Plan with the
maximum Accrued Benefit permissible under Code
section 415(b), under Code section 415(c), or under Code
section 415(e). An Employee's status as an Eligible Employee
begins on the day on which he simultaneously satisfies two
conditions: first, he has at any time (for any Plan Year or
other limitation period for purposes of Code section 415) been
credited under an Employer-maintained Qualified Plan with the
maximum Accrued Benefits permissible under Code
section 415(b), under Code section 415(c), or under Code
section 415(e); second, he is a Covered Employee.
11.40. Eligible Individual Account Plan or EIAP is defined in ERISA
-------------------------------- ----
section 407(d)(3)(A).
11.41. Employee is an individual who renders personal services to or
--------
through an Employer or an Affiliate and who is subject to the
control of an Employer or an Affiliate. An individual who is
in an employer-employee relationship with an Employer or an
Affiliate as determined for Federal Insurance Contribution Act
purposes and Federal Employment Tax purposes, including
Code section 3401(c), automatically satisfies the preceding
sentence's requirements for determinations of whether that
individual renders personal services and is subject to the
control of an Employer or an Affiliate.
11-13
<PAGE>
11.42. Employer means the Sponsor and the other entities identified in
--------
the Plan section entitled "Plan Sponsor and Other Employers"
(see Plan section 1.07); any successor by merger, purchase, or
otherwise that maintains the Plan; or any predecessor that has
maintained the Plan. Service to an unincorporated business or
practice to which an Employer has become successor will be
considered to be Service for that Employer.
11.43. Employer-designated Suspense Account means a Suspense Account
------------------------------------
governed by Plan section 4.05.
11.44. Employer ERISA Security is any Security that satisfies the
-----------------------
definition of ERISA Security as to any Employer.
11.45. Employer-maintained refers to each Pension Plan directly or
-------------------
indirectly established according to law or continued by an
Employer. It includes all relevant Defined Benefit Plans and
Defined Contribution Plans, whether or not terminated.
11.46. Employer Real Property is defined in ERISA section 407(d)(2)
----------------------
and means real property (and related personal property) that is
leased to an Employer or an ERISA Affiliate. For purposes of
determining the time at which the Plan acquires Employer Real
Property, such property is deemed to be acquired by the Plan
on the date on which the Plan acquires the property or on the
date on which the lease to the Employer or the ERISA Affiliate
is entered into, whichever is later.
11.47. Employer Security is defined in ERISA section 407(d)(1) and
-----------------
means any Security issued by the Sponsor, an Employer, an
Affiliate, or a Related Entity, including Employer Stock.
11.48. Employer Stock means any Employer Security that is stock.
--------------
11-14
<PAGE>
11.49. Employer Stock Fund means a portion of the Trust Fund
-------------------
available for holding Employer Stock, but an Employer Stock
Fund should be distinguished from any other fund that holds
ERISA Securities of the Employers.
11.50. Entry Date generally means the date that an Eligible Employee
----------
begins participation under the Plan. A Participant's Entry Date
is the date set for that individual according to Plan article 2 by
the Sponsor's Designee.
11.51. ERISA means the Employee Retirement Income Security Act
-----
of 1974, excluding its title II, as currently amended for the
applicable time.
11.52. ERISA Affiliate means an affiliate as defined in ERISA
---------------
section 407(d)(7). ERISA section 407(d)(7) states that a
corporation is an affiliate of an Employer if it is a member of
any controlled group of corporations (as defined in Code
section 1563(a), except that "applicable percentage" is
substituted for "eighty percent" whenever the latter percentage
appears in Code section 1563(a)) of which that Employer is a
member. For purposes of the preceding sentence, the term
"applicable percentage" means fifty percent or such lower
percentage as the Secretary of Labor may prescribe by
regulation. ERISA section 407(d)(7) also provides that a
person other than a corporation is treated as an Employer's
affiliate to the extent provided in regulations of the Secretary of
Labor of the United States, and it provides that an Employer
that is not a corporation is treated as having affiliates to the
extent provided in such regulations. The definition of ERISA
-----
Affiliate in this section is adjusted as appropriate to be
---------
consistent with any regulations that are promulgated.
11.53. ERISA Security is that form of Employer Security defined in
--------------
ERISA section 407(d)(5).
11-15
<PAGE>
11.54. Excess-benefit Plan is defined in ERISA section 3(36) as a plan
-------------------
maintained by an employer solely to provide benefits in excess
of the limitations on benefits and contributions imposed by
Code section 415. Excess-benefit Plan, if it is unfunded,
-------------------
therefore is a Nonqualified Pension Plan described in ERISA
sections 3(36), 4(b)(5), and 4021(b)(8). Excess-benefit Plan, if
-------------------
it is funded, therefore, is a Nonqualified Pension Plan described
in ERISA sections 3(36), 201(7), 301(a)(9), and 4021(b)(8).
11.55. Fiduciary is defined in ERISA section 3(21) and means a
---------
person (defined in ERISA section 3(9) to include an individual,
partnership, joint venture, corporation, mutual company, joint-
stock company, trust, estate, unincorporated organization,
association, or employee organization) described in any of this
section's subsections, but only to the extent that the subsection
is true as to that person.
(a) The person exercises any discretionary authority or
discretionary control respecting management of this Plan
or exercises any authority or control respecting
management or disposition of Plan Assets.
(b) The person renders investment advice for a fee or other
compensation, direct or indirect, for any moneys or other
property of this Plan or the Trust Fund, or has any
authority or responsibility to do so.
(c) The person has discretionary authority or discretionary
responsibility in the administration of this Plan.
(d) The person accepts the designation from any Named
Fiduciary authorized to designate persons other than
Named Fiduciaries to carry out fiduciary responsibilities
according to this Plan.
11-16
<PAGE>
As provided in ERISA sections 3(21) and 404(c)(1), Fiduciary
---------
does not include a Participant or a Beneficiary with respect to
his directions according to this Plan or a Trust Agreement
when he exercises control over the assets in his Account; nor
does it include an investment company registered under the
Investment Company Act of 1940 or the investment advisor of
the investment company merely because assets of the Trust
Fund are invested in securities issued by the investment
company.
11.56. Financial Trigger Event
-----------------------
(a) Financial Trigger Event means an event described in this
-----------------------
Plan's exhibit entitled "Financial Trigger Events"; that
exhibit may be amended by the Sponsor without
amending this Plan, except during a Suspension Period,
by delivery of an amended exhibit to the Administrator.
Until the exhibit entitled "Financial Trigger Events"
exists, subsection (b) of this Plan's section is deemed to
be that exhibit.
(b) A Financial Trigger Event occurs if any of the
--------- ------- -----
circumstances described in any paragraph of this
subsection occurs.
(1) The Sponsor fails to make any single payment or
series of payments due on its respective
indebtedness for money borrowed from entities in
the United States in the amount of Twenty Million
Dollars ($20,000,000.00) or more and for a term
in excess of one year (not including nonrecourse
indebtedness); and because of such failure that
indebtedness or any portion of that indebtedness
becomes due before its regular due date or before
its regularly scheduled dates of payments.
11-17
<PAGE>
(2) The Sponsor's risk-based capital ratio (defined
according to the last sentence of this paragraph)
for Tier I capital (defined according to the last
sentence of this paragraph) as reported in any
regularly published consolidated financial
statement of the Sponsor is less than the minimum
supervisory standard set by the Federal Reserve
Board. For purposes of this paragraph, risk-based
----------
capital ratio and Tier I capital are defined in the
------- ----- ------ -------
Capital Adequacy Guidelines issued by the
Federal Reserve Board and the Comptroller of the
Currency and promulgated in Appendix A (Capital
Adequacy Guidelines for State Member Banks:
Risk-based Measure) to Part 208 (Membership of
State Banking Institutions in the Federal Reserve
System) of Title 12 of the Code of Federal
Regulations (1990), as currently amended for the
applicable time.
11.57. First-tier Trigger Event
------------------------
(a) First-tier Trigger Event means an event described in this
------------------------
Plan's exhibit entitled "First-tier Trigger Events"; that
exhibit may be amended by the Sponsor without
amending this Plan, except during a Suspension Period,
by delivery of an amended exhibit to the Administrator.
Until the exhibit entitled "First-tier Trigger Events"
exists, subsection (b) of this Plan section is deemed to be
that exhibit.
(b) A First-tier Trigger Event occurs if the Sponsor's Board
---------- ------- -----
meets (whether at a regularly scheduled meeting or a
special meeting) to consider a proposal for a transaction
that, if consummated, would constitute a Second-tier
Trigger Event.
11-18
<PAGE>
11.58. Fiscal Year means the Trust's tax year for federal income tax
-----------
purposes.
11.59. Forfeiture, Forfeit, and all variants refer to part of a
-------------------
Participant's entitlement under this Plan or any other Pension
Plan to which he is not yet entitled by operation of that
Pension Plan (the portion that is not Nonforfeitable is
Forfeitable). All Forfeitures arising under the Plan are
allocated together with Employer contributions according to the
Plan section entitled "Forfeitures" (see Plan section 5.03).
11.60. Fund and Trust Fund all refer to Plan Assets according to the
---- ----------
Plan section entitled "Trust Fund; General Amounts;
Segregated Amounts" (see Plan section 9.03).
11.61. General Amounts means the Trust Fund excluding Segregated
---------------
Amounts according to the Plan section entitled "Trust Fund;
General Amounts; Segregated Amounts" (see Plan section
9.03).
11.62. Hour of Service means each hour for which an Employee is
---------------
paid or is entitled to payment for the performance of duties for
an Employer or an ERISA Affiliate, as provided in Labor
Regulation section 2530.200b-2.
11.63. Insurer means a licensed insurance company qualified
-------
according to ERISA section 403(b)(1) that may issue a
Contract according to the terms of this Plan.
11.64. Interested Person or Interested Party means each Employer, the
----------------- ----------------
Administrator, each Participant, and each Beneficiary of a
deceased Participant.
11.65. Introduction means the part of this document with that heading
------------
immediately preceding Plan article 1. The Introduction is a
substantive part of the Plan.
11-19
<PAGE>
11.66. Investment Committee means the Fiduciary that is not an
--------------------
Investment Manager and that is named according to the Plan
section entitled "Investment Committee" (see Plan section
10.22) to act under one or more of the Plan's Trust Agreements
to advise or direct Trustee or co-Trustee investment actions.
11.67. Investment Fund means one of the investment media that the
---------------
Administrator announces are permissible funds among which a
Participant may direct the investment of his Account.
11.68. Investment Manager is defined in ERISA section 3(38). An
------------------
Investment Manager is a Fiduciary (other than a Trustee or
---------- -------
Named Fiduciary)
(a) who has the power to manage, acquire, or dispose of any
Plan asset;
(b) who either
(1) is registered as an investment adviser under the
Investment Advisers Act of 1940,
(2) is a bank under the Investment Advisers Act of
1940, or
(3) is an insurance company qualified to perform
services described in subsection (a) under the laws
of more than one state (defined to include the
District of Columbia); and
(c) has acknowledged in writing that he is a Fiduciary as to
the Plan.
11.69. Involuntary Cash-out means a distribution without the
--------------------
Participant's consent of a Participant's entire Nonforfeitable
11-20
<PAGE>
Account balance after the Participant has Separated from
Service with the Employers and terminated participation in the
Plan.
11.70. Leave of Absence means an individual's non-working period
----------------
(but without Separation from Service) granted by an Employer
for reasons relating to
(a) accident, sickness, or disability for which no benefits are
being paid under this Plan (including Maternity or
Paternity Leaves of Absence);
(b) job-connected education or training; or
(c) government service, including jury duty, whether elective
or by appointment.
In authorizing Leaves of Absence for sickness, disability,
maternity, education, or other purposes, this Plan does not
require an Employer to adopt a policy or uniformly apply any
policy to all individuals; an Employer may treat individuals
under similar circumstances in a different manner.
Any individual who leaves the employment of an Employer to
enter the service of the United States of America during a
period of national emergency or at any time through the
operation of a compulsory military service law is deemed to be
on Leave of Absence during the period of service and during
any period after discharge from service in which re-
employment rights are guaranteed by law.
11.71. Majority-owned Subsidiary is defined in Rule 12b-2 of the
-------------- ----------
General Rules and Regulations under the Securities Exchange
Act of 1934, as amended as of January 1, 1990, which reads as
follows:
11-21
<PAGE>
The term Majority-owned Subsidiary means a
-------------- ----------
subsidiary more than fifty percent of whose
outstanding securities representing the right,
other than as affected by events of default, to
vote for the election of directors, is owned by
the subsidiary's parent and/or one or more of
the parent's other Majority-owned Subsidiaries.
---------------------------
11.72. Maternity or Paternity Leave of Absence means an absence
---------------------------------------
from work for any period
(a) by reason of the pregnancy of the individual,
(b) by reason of the birth of a child of the individual,
(c) by reason of the placement of a child with the individual
in connection with the adoption of such child by such
individual, or
(d) for purposes of caring for such child for a period
beginning immediately following such birth or
placement.
11.73. Minimum Vesting Age means Age eighteen.
-------------------
11.74. Named Fiduciary is defined in ERISA section 402(a)(2) and, as
---------------
to this Plan, means the Sponsor, the Administrator, the
Standing Committee (whenever there is one), the Alternate
Administrator, the Investment Committee, each Trustee or co-
Trustee for the Plan's Trust Agreements, as well as a Fiduciary
who, according to the provisions of this Plan, is identified as a
Named Fiduciary by the Sponsor. This Plan's Named
Fiduciaries include the Primary Trustee and the Primary
Administrator under the Crestar Financial Corporation OMNI
Trust Agreement.
11-22
<PAGE>
11.75. Nonforfeitable is defined in ERISA section 3(19) and means a
--------------
claim obtained by a Participant or Beneficiary to the part of an
immediate or deferred benefit arising under this Plan from the
Participant's Service if the claim is unconditional and is legally
enforceable against this Plan, any Trust Fund, and any Trustee
(but a right to an Accrued Benefit derived from Employer
contributions is not treated as Forfeitable merely because the
Plan contains a provision described in ERISA section
203(a)(3)).
11.76. Nonqualified Pension Plan is a Pension Plan that does not meet
-------------------------
the Code's rules for Qualified Plans. A Nonqualified Pension
--------------------
Plan may be an unfunded plan maintained by an employer
----
primarily for the purpose of providing deferred compensation
for a select group of management or highly compensated
employees, as described in ERISA sections 201(2), 301(a)(3),
401(a)(1), and 4021(b)(6), and may include both plans
embodied in a formal plan document and individual contractual
arrangements with employees and former employees. A
Nonqualified Pension Plan may also be an Excess-benefit Plan
------------ ------- ----
or even a plan that is not an Excess-benefit Plan and that is not
described in ERISA sections 201(2), 301(a)(3), 401(a)(1), and
4021(b)(6).
11.77. Normal Retirement Age means a Participant's sixty-fifth
---------------------
birthday.
11.78. Normal Retirement Date, for any Pension Plan, means the
----------------------
normal retirement age under that Pension Plan or, if later, the
earliest date under that Pension Plan on which an individual
participating in that Pension Plan may begin to receive the
benefit required by law to be Nonforfeitable as of his normal
retirement age.
11.79. Parent is defined in Rule 12b-2 of the General Rules and
------
Regulations under the Securities Exchange Act of 1934, as
amended as of January 1, 1990, which reads as follows:
11-23
<PAGE>
A Parent of a specified person is an affiliate
------
controlling such person directly, or indirectly
through one or more intermediaries.
11.80. Participant means any Employee or former Employee who has
-----------
begun participation in this Plan according to Plan article 2 and
whose Accounts have not been Forfeited, fully distributed to
him, or transferred in their entirety to another Pension Plan. A
Participant who is not a Covered Employee ceases to be a
Participant when his Account balance is zero. An individual
whose Account balance is greater than zero continues to be a
Participant for purposes of provisions relating to allocations of
earnings and losses to his Accounts, vesting in his Accounts,
and distributions from his Accounts; that individual, however,
is a Participant for purposes of allocations of Employer
contributions only as provided in Plan articles 3 and 4.
11.81. Party in Interest is defined in ERISA section 3(14) and means
-----------------
(a) any Fiduciary (including, but not limited to, any
Administrator, officer, Trustee or co-Trustee, or
custodian), counsel, or employee of this Plan;
(b) a person providing services to this Plan;
(c) an Employer;
(d) an employee organization any of whose members are
covered by the Plan;
(e) an owner, direct or indirect, of fifty percent or more of
(1) the combined voting power of all classes of stock
entitled to vote or the total value of shares of all
classes of stock of a corporation,
11-24
<PAGE>
(2) the capital interest or the profits interest of a
partnership, or
(3) the beneficial interest of a trust or unincorporated
enterprise
that is an Employer or an employee organization
described in subsection (d) under this Plan;
(f) a Relative of any individual described in subsections (a),
(b), (c), or (e);
(g) a corporation, partnership, trust, or estate of which (or in
which) fifty percent or more of
(1) the combined voting power of all classes of stock
entitled to vote or the total value of shares of all
classes of stock of such a corporation,
(2) the capital interest or the profits interest of such a
partnership, or
(3) the beneficial interest of such a trust or estate
is owned, directly or indirectly, or is held by persons
described in subsections (a), (b), (c), (d), or (e);
(h) an employee, officer, director (or an individual having
powers or responsibilities similar to those of officers or
directors), or a ten-percent or more shareholder (directly
or indirectly) of this Plan or of a person described in
subsections (b), (c), (d), (e), or (g); or
11-25
<PAGE>
(i) a ten-percent or more (directly or indirectly in capital or
profits) partner or joint venturer of a person described in
subsections (b), (c), (d), (e), or (g).
11.82. Pension Plan is defined in ERISA section 3(2) and, except as
------------
provided in ERISA section 3(2)(B), means any plan, fund, or
program ever established or maintained by an employer or by
an employee organization, or by both, to the extent that by its
express terms or as a result of surrounding circumstances that
plan, fund, or program--regardless of the method of calculating
the contributions made to the plan, the method of calculating
the benefits under of the plan, or the method of distributing
benefits from the plan--provides retirement income to
employees or results in a deferral of income by employees for
periods extending to the termination of employment or beyond.
11.83. Person means any human being, firm, corporation, partnership,
------
or other entity. Person also includes any human being, firm,
------
corporation, partnership, or other entity as defined in sections
13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934,
as amended as of January 1, 1990, which read as follows:
When two or more persons act as a
partnership, limited partnership, syndicate, or
other group for the purpose of acquiring,
holding, or disposing of securities of an issuer,
such syndicate or group shall be deemed a
Person for purposes of this subsection.
------
For purposes of this Plan, Person does not include the Sponsor
------
or any wholly-owned Subsidiary of the Sponsor, and Person
------
does not include any employee-benefit plan maintained by the
Sponsor or by any wholly-owned Subsidiary of the Sponsor,
and any person or entity organized, appointed, or established
by the Sponsor or by any Subsidiary for or pursuant to the
terms of any
11-26
<PAGE>
such employee-benefit plan, unless the Board
determines that such an employee-benefit plan or such person
or entity is a Person.
11.84. Plan means this Excess-benefit Plan described in this document
----
and its appendixes and exhibits. The Plan includes each Trust
Agreement and the Trust Fund; but for ease of reference, Plan
----
generally refers to this Plan document (and appendixes and
exhibits), and Trust or Trust Agreement refers to the Trust
----- ----- ---------
Agreements operating in conjunction with this Plan.
11.85. Plan Asset, Plan Assets means any property of this Plan that
-----------------------
must be held in a Trust Fund or by an Insurer or as a Contract
according to ERISA section 403(a) and ERISA section 403(b).
Plan Asset includes property described by that term in ERISA
---- -----
section 403(a), even if as to that property the statutory
requirement that the property be held in trust has not been
satisfied or even if the requirement does not apply to that
property because of the application of an exemption according
to ERISA section 403(b)(4).
11.86. Plan Committee means any multiple-person Fiduciary
--------------
appointed by the Sponsor or another Fiduciary according to the
terms of this Plan.
11.87. Plan Contract means a Contract that is a Plan Asset but not a
-------------
Trust Fund asset. A Contract held by the Sponsor or another
Employer is a Plan Contract.
11.88. Plan Year, for this Plan, means the twelve-month period
---------
beginning with January 1 through the last day of December.
For any other Pension Plan, it means the twelve-month period
on which its records are kept, as defined in ERISA section
3(39).
11.89. Predecessor Plan means a plan described in ERISA sec-
----------------
tion 203(b)(1)(C).
11-27
<PAGE>
11.90. Primary Administrator has the same meaning as it has under
---------------------
the Crestar Financial Corporation OMNI Trust Agreement.
11.91. Primary Trustee has the same meaning as it has under the
---------------
Crestar Financial Corporation OMNI Trust Agreement.
11.92. Profit, for purposes of this Plan, means the Employers' total net
------
income from all preceding years and for the tax year for which
the determination is being made, determined by each Employer
on the basis of its books of account and in accordance with its
standard and customary accounting practices but before
deduction of taxes based on income and without reduction for
any special non-recurring item such as an extraordinary loss
from the sale or other disposition of any asset or reserve, and
without reduction for contributions to this Plan or any other
Pension Plan or other plan or method of providing deferred or
year-end compensation for the period for which the
determination is being made.
11.93. Profit-sharing Plan, according to Treasury Regulation section
-------------------
1.401-1(b)(ii), means a Pension Plan that is established and
maintained by an employer to provide for the participation in
his profits by his employees or their beneficiaries. According
to Code section 401(a)(27), however, the question of whether a
plan is a Profit-sharing Plan is determined without regard to the
employer's current or accumulated profits and without regard to
whether the employer is a tax-exempt organization. This Plan
is a Profit-sharing Plan that is not a Qualified Plan; it is a
Nonqualified Pension Plan that is a Profit-sharing Plan.
11.94. Qualified Domestic Relations Order is defined in ERISA
----------------------------------
section 206(d)(3)(B)(i).
11.95. Qualified Plan or Qualified Trust refer to a plan or a trust
-------------- ---------------
maintained as part of a plan, in compliance with Code part I,
subchapter D, chapter 1, subtitle A.
11-28
<PAGE>
11.96. Qualifying Employer Real Property is defined in ERISA
---------------------------------
section 407(d)(4). Parcels of Employer Real Property may be
Qualifying Employer Real Property even if part or all of that
real property is leased to one lessee (which may be an
Employer or an ERISA Affiliate) if
(a) a substantial number of the parcels are dispersed
geographically;
(b) each parcel of real property, together with improvements
on that parcel, is suitable (or adaptable without excessive
cost) for more than one use; and
(c) the acquisition and retention of that property complies
with the provisions of part 4 of title I of ERISA (other
than ERISA section 404(a)(1)(B) to the extent that it
requires diversification, and other than ERISA
section 404(a)(1)(C), ERISA section 406, and ERISA
section 407(a)).
11.97. Qualifying Employer Security means an Employer's ERISA
----------------------------
Security, including Employer Stock.
11.98. Related Entity means an Affiliate or a corporation that would
--------------
be an Affiliate if the phrase "at least eighty percent" in Code
section 1563(a) read "more than fifty percent" or an
unincorporated trade or business that would be an Affiliate if
Code section 414(c) were construed using the standard of
"more than fifty percent" instead of "at least eighty percent."
11.99. Related Entity-maintained means, as to a Related Entity, the
-------------------------
same thing that Employer-maintained means to an Employer.
-------------------
11.100. Relative is defined in ERISA section 3(15) and means an indi-
--------
vidual's spouse, ancestor, lineal descendant, or spouse of a
lineal descendant.
11-29
<PAGE>
11.101. Restoration Event means an event described in Plan sec-
-----------------
tion 8.10(g), which ends the Suspension Period.
11.102. Retire, Retires and all variants mean that a Participant
------ -------
Separates from Service because of Disability or after attaining
Age fifty-five.
11.103. Retirement means the act of Retiring or refers to periods after a
----------
person Retires.
11.104. Second-tier Trigger Event
-------------------------
(a) Second-tier Trigger Event means an event described in
----------- ------- -----
this Plan's exhibit entitled "Second-tier Trigger Events";
that exhibit may be amended by the Sponsor without
amending this Plan, except during a Suspension Period,
by delivery of an amended exhibit to the Administrator.
Until the exhibit entitled "Second-tier Trigger Events"
exists, subsection (b) of this Plan section is deemed to be
that exhibit.
(b) A Second-tier Trigger Event occurs if any of the
----------- ------- -----
circumstances described in any paragraphs of this
subsection occurs.
(1) the Sponsor enters into any agreement with a
Person that involves the transfer of ownership of
the Sponsor or of all or at least fifty percent of the
Sponsor's total assets on a consolidated basis, as
reported in the Sponsor's consolidated financial
statements filed with the Securities and Exchange
Commission (including an agreement for the
acquisition of the Sponsor by merger, consolidation,
or statutory share exchange--regardless of whether the
Sponsor is intended to be the surviving or
11-30
<PAGE>
resulting entity after the merger, consolidation, or
statutory share exchange--or for the sale
of substantially all of the Sponsor's assets to that Per-
son), and
(A) the agreement does not include provisions
requiring that the Person must maintain all
of the Associated Plans and their benefits
according to each Associated Plan's terms
on the date that the agreement is entered
into; or
(B) the agreement does not include provisions
requiring that the Person must establish or
maintain employee-benefit plans that cover
all of the Associated Plans' participants on
the date that the agreement is entered into
and that provides benefits that are at least
equal to the Associated Plans' benefits
according to the Associated Plans' terms on
the date that the agreement is entered into,
as determined by the Administrator applying a
standard derived from ERISA section 208; or
(C) the agreement satisfies the requirements of
paragraph (A) or (B), but does not also
provide that those provisions survive the
consummation of any transaction (including
a merger, consolidation, statutory share
exchange, or sale transaction) so that any
participant may enforce those provisions
against the Person; or
(D) the agreement satisfies the requirements of
paragraphs (A) or (B) and (C), but, in fact,
the Person does not maintain each
Associated
11-31
<PAGE>
Plan or the Person does not establish or
maintain employee-benefit plans that cover
all Associated Plans' participants on the date
that the agreement is entered into and that
provides benefits that are at least equal to the
Associated Plans' benefits according to the
Associated Plans' terms on the date that the agreement
is entered into and as determined by the Administrator
applying a standard derived from ERISA section 208.
(2) Any Person is or becomes an Acquiring Person
described in Plan section 11.03(a).
(3) During any period of two consecutive calendar
years, the Continuing Directors cease for any
reason to constitute a majority of the Board.
For purposes of this subsection, a Second-tier Trigger
Event occurs on the closing date of an agreement
described in paragraph (1)(A), (1)(B), or (1)(C) or on the
date of breach of an agreement, as described in para-
graph (1)(D); on the date of public disclosure that a
Person has become an Acquiring Person, as described in
paragraph (2); or on the date that the Continuing Direc-
tors cease to constitute a majority of the Board, as
described in paragraph (3).
11.105. Security is defined in ERISA section 3(20) and means the same
--------
as it does under section 2(1) of the Securities Act of 1933, 15
U.S.C. 77B(1), except when it refers to an Employer Security.
A contract to which ERISA section 408(b)(5) applies is not
treated as a Security for purposes of this Plan.
11.106. Segregated Amounts means Trust Fund assets or Plan Assets
------------------
that are otherwise required by this Plan or a Trust Agreement
to be
11-32
<PAGE>
credited with investment gains and losses separately from
the remaining assets in the Trust Fund according to the Plan
section entitled "Trust Fund; General Amounts; Segregated
Amounts" and the Plan section entitled "Segregated Amounts"
(see Plan sections 9.03 and 9.04(d)). A Segregated Amount is
not the same as an Account or an Investment Fund; a
Segregated Amount may be one or more named Accounts, or it
may merely be a part of the Trust Fund identified for special
treatment.
11.107. Separation, Separation from Service, and all variants mean the
---------- -----------------------
cessation of the employer-employee relationship as that
relationship is defined for Federal Insurance Contribution Act
(FICA) determinations on whether compensation is wages.
Specifically, the relationship of employer-employee ceases
when it no longer exists for federal employment tax purposes
or when it no longer satisfies those applicable Employment Tax
regulations, including section 31.3401(c)-1 of the Employment
Tax regulations. An individual Separates from Service when
he dies, Retires, has a Disability, quits, or is discharged.
11.108. Service means employment by an Employer unless otherwise
-------
specified. For purposes of vesting as specified in this Plan,
however, a Participant does not receive additional Vesting
Credits for periods in which he is on a Leave of Absence
(including Maternity or Paternity Leaves of Absence) or is
otherwise not currently on active employment with an
Employer. An Employee on Leave of Absence for sickness or
disability or other purposes authorized by an Employer does
not lose his status if he was an Active Participant, and an
Employee on Leave of Absence on the last day of the
applicable computation period is deemed to be in the employ of
his Employer.
11.109. Severance from Service Date is defined in Treasury Regulation
---------------------------
section 1.410(a)-7(b)(2) as modified by Treasury Regulation
section 1.410(a)-9.
11-33
<PAGE>
11.110. Special Trustee means the Investment Committee acting as a
---------------
co-Trustee according to Plan article 9.
11.111. Sponsor means Crestar Financial Corporation.
-------
11.112. Sponsor-maintained refers to each employee-benefit plan
------------------
directly or indirectly established according to law or continued
by the Sponsor. It includes all relevant Qualified Plans and
Nonqualified Pension Plans whether or not the plans have been
terminated.
11.113. Sponsor's Designee means the Sponsor's Compensation and
------------------
Benefits Manager or such other Sponsor officer as the Sponsor
may designate.
11.114. Spouse means the individual legally married to a Participant
------
(according to the laws of the individual's domicile), but that
individual is not a Spouse after the marriage to the Participant
is legally ended.
11.115. Standing Committee means a Named Fiduciary that may be
------------------
appointed according to Plan article 10 to exercise powers and
duties described in this Plan and in articles 2 and 6 of the
Crestar Financial Corporation OMNI Trust Agreement.
11.116. Subsidiary is defined in Rule 12b-2 of the General Rules and
----------
Regulations under the Securities Exchange Act of 1934, as
amended as of January 1, 1990, which reads as follows:
A Subsidiary of a specified person is an
----------
affiliate controlled by such person directly, or
indirectly through one or more intermediaries.
11.117. Surviving Spouse means a Participant's Spouse at the time of
----------------
that Participant's death.
11-34
<PAGE>
11.118. Suspense Account means an Asset-transfer Suspense Account
----------------
or an Employer-designated Suspense Account.
11.119. Suspension Period means the time after one Trigger Event and
-----------------
before the effects of all Trigger Events have been reversed by
Restoration Events.
11.120. Transfer Contribution means an Employer contribution
---------------------
described in the Plan section entitled "Transfers" (see Plan
section 3.06).
11.121. Trigger Event means a First-tier Trigger Event, a Second-tier
-------------
Trigger Event, or a Financial Trigger Event.
11.122. Trust, Trust Fund, and Fund, for purposes of this Plan, refer to
----------------- ----
any trust fund established for this Plan and governed by the
Trust Agreements executed to be used with this Plan according
to the Plan section entitled "Trust Agreements" (see Plan
section 9.02). For some purposes, reference is made to General
-------
Amounts and to Segregated Amounts, which are two
------- ---------- -------
components totaling the Trust Fund. These two components
are more specifically described in this Plan section's subsec-
tions. Although Trust refers to the relationship (between a
-----
Trustee and the Trust Fund) governed by the Trust Agreements,
the context may indicate that the term is being used to mean
the Trust Fund.
(a) Some assets are treated unlike other amounts in the Trust
Fund because their gains and losses are allocated to
Accounts that hold those assets, and such segregated
assets are referred to as Segregated Amounts.
---------- -------
(b) The term General Amounts means the entire Trust Fund
------- -------
reduced by the Segregated Amounts. All segregated
assets must be in one or more trusts established
exclusively for segregated assets, all of which will be
part of the Trust Fund, but may be referred to as
Segregated Amounts.
---------- -------
11-35
<PAGE>
11.123. Trust Agreement means any agreement executed by a Trustee
---------------
or co-Trustee and the Sponsor to be used by this Plan as a
funding vehicle (to hold Plan Assets), including amendments
adopted according to its terms and the provisions of this Plan.
11.124. Trustee, for purposes of the Plan, means one or more
-------
individuals or entities so designated in a Trust Agreement.
Trustee also means successors designated according to a Trust
-------
Agreement. A co-Trustee is one of a multiple-entity Trustee
----------
under a Trust Agreement.
11.125. Valuation Date, for this Plan, means the last day of each Plan
--------------
Year and any other date determined by the Administrator.
11.126. Vesting Break means a Vesting Period of Severance that lasts
-------------
at least one year (twelve consecutive months).
11.127. Vesting Computation Period means a twelve-consecutive-month
--------------------------
period used to measure Vesting Credits, Vesting Period of
Severance for purposes of Nonforfeitability of benefits from
Employer contributions, completion of a Year of Service for
vesting after a Vesting Break, and Vesting Credits before
Vesting Breaks that include twelve-consecutive-month periods
for purposes of vesting. An Employee's first Vesting
Computation Period is the twelve-consecutive-month period
beginning on the day he first receives credit for an Hour of
Service for the performance of duties. After a Vesting Break
of twelve consecutive months in a Vesting Computation Period,
an Employee's first Vesting Computation Period is the twelve-
consecutive-month period beginning on the Employee's next
date on which he first receives credit for an Hour of Service
for the performance of duties. Each other Vesting Computation
Period is the twelve-consecutive-month period that begins when
the one before it ends.
11-36
<PAGE>
11.128. Vesting Credit is credit earned by an Employee in order to
--------------
accumulate a Nonforfeitable interest in his Account. Subject to
the exceptions in the Plan section 5.04(d)(3), a Participant
receives one Vesting Credit for each Vesting Computation
Period after he attains the Minimum Vesting Age and during
which he is credited with a twelve-consecutive-month Vesting
Period of Service.
11.129. Vesting Hold-out Year may apply according to Code section
---------------------
411(a)(6)(B) and also to Treasury Regulation section 1.410(a)-
7(d)(5) for purposes of determining an individual's vested
interest (Nonforfeitable Account) under the Plan attributable to
Employer contributions only to an individual who has incurred
a Vesting Break or a Vesting Period of Severance of at least
one year (twelve consecutive months). If a Vesting Hold-out
Year applies to an individual, his Periods of Service completed
before his most recent Vesting Break or a Vesting Period of
Severance that lasts at least one year (twelve consecutive
months) are not required to be taken into account to determine
his vesting until he has completed a Vesting Period of Service
of at least one year after his return to Service.
11.130. Vesting Period of Service is defined in Treasury Regulation
-------------------------
section 1.410(a)-7(b)(6) as modified by Treasury Regulation
section 1.410(a)-9.
11.131. Vesting Period of Severance is used according to Treasury
---------------------------
Regulation section 1.410(a)-7(d)(4) to determine an individual's
vested interest (Nonforfeitable Account) under the Plan
attributable to Employer contributions.
11.132. Vesting Rule of Parity applies only to an individual who has no
----------------------
Nonforfeitable interest under the Plan attributable to Employer
contributions and who has incurred a Vesting Period of
Severance that includes five years (sixty consecutive months).
An individual
11-37
<PAGE>
to whom the Vesting Rule of Parity applies loses
credit for all of his Service that would have been used to
determine his vesting (Nonforfeitability of his Account) under
this Plan if his Vesting Period of Severance includes
consecutive years that equal or exceed the number of years to his
credit from Vesting Periods of Service, whether or not consecutive,
completed before his Vesting Period of Severance. In determining
whether the Vesting Rule of Parity applies, an individual's Vesting
Period of Service for eligibility does not include any Service lost by
an earlier application of the Vesting Rule of Parity.
11.133. Vesting Service Spanning Rule means the provisions in
-----------------------------
Treasury Regulation section 1.410(a)-7(d)(1)(iii) as modified by
Treasury Regulation section 1.410(a)-9.
11.134. Voluntary Cash-out means a distribution after a Participant's
------------------
Separation from Service and termination of participation in the
Plan of all of a Participant's Nonforfeitable Account, as
requested by the Participant or his Beneficiary (if the
Participant is not alive).
11.135. Welfare Plan means an employee-benefit plan established by an
------------
employer to provide welfare benefits (as defined in Code
section 419(e)(2)) as defined in ERISA section 3(1) and Labor
Regulation section 2510.3-1. After such a determination,
Welfare Plan does not include any employee-benefit plan that
------------
only provides benefits determined by a court of competent
jurisdiction to be deferred compensation, and does not include
any portion of any employee-benefit plan that provides benefits
determined by a court of competent jurisdiction to be deferred
compensation, in both cases even though those benefits might
be designated as welfare benefits by the governing plan
document. As necessary to determine whether any employee-
benefit plan (or a portion of any employee-benefit plan)
qualifies as a Welfare Plan, the Sponsor or any Employer may rely
on the Code, regulations, published
11-38
<PAGE>
positions of the Internal Revenue Service or the published
positions of the Department of Labor or may seek an opinion of
counsel.
11.136. Year of Service means a computation period for which an
---------------
Employee is credited with twelve-consecutive-months of
Service, but a Year of Service does not include Service with an
---- -- -------
Employer before any termination of employment that occurred
before January 1, 1976, and does not include Service excluded
under the Vesting Rule of Parity.
11-39
<PAGE>
CRESTAR FINANCIAL CORPORATION
Permanent Executive Benefit Plan
As Amended And Restated
Effective December 26, 1990
EXHIBIT 1.07(b)
---------------
Roster of Employers
-------------------
Crestar Financial Corporation
Crestar Bank MD
Crestar Bank N.A.
Crestar Bank
Crestar Insurance Agency, Inc.
Crestar Securities Corporation
Crestar Mortgage Corporation
Capitoline Investment Services Incorporated
<PAGE>
ADOPTION OF PLAN
----------------
As evidence of its adoption of the Plan as amended and restated in this
document, Crestar Financial Corporation, the Sponsor, has caused this
document to be signed by its duly authorized officer as of December 26,
1990.
CRESTAR FINANCIAL CORPORATION
By:
----------------------------
<PAGE>
Exhibit 21
All subsidiaries of the Registrant included in the Consolidated Financial
Statements as of December 31, 1993 are listed below:
<TABLE>
<CAPTION>
Description Jurisdiction of
Subsidiary of Activity Incorporation
- ---------- --------------- -------------
<S> <C> <C>
Crestar Bank (1) Banking Virginia
Crestar Mortgage Mortgage Banking Virginia
Corporation (2) Services
MortgageWright, Inc.(3) Mortgage Origination Virginia
Support (Franchise)
CMC OREO, Inc. (3) Real Estate Holding Virginia
Crestar Leasing Equipment Leasing Virginia
Corporation (2)
Capitoline Investment Investment Advisory Virginia
Services Incorporated (2) Services
Crestar Securities Discount Brokerage Virginia
Corporation (1) Services
Crestar Insurance Agency, Insurance Virginia
Incorporated (1)
Crestar Bank N.A. (1) Banking National Banking
Association
Crestar Bank MD (1) Banking Maryland
Commonwealth Investment Real Estate Holding Virginia
Services Corp. (2) (Inactive)
First Arlington Service Corp. (2) Trustee on Acquired Bank's Virginia
Deeds of Trusts
River Properties, Inc. (2) Real Estate Holding Virginia
CRPC, Inc. (2) Real Estate Holding Virginia
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
The Plaza Company of Virginia (2) Real Estate Holding Virginia
Hampton Industrial, Inc. (2) Real Estate Holding Virginia
Capital REFG, Inc. (2) Real Estate Holding Virginia
Eastern REFG, Inc. (2) Real Estate Holding Virginia
Second Eastern REFG, Inc. (2) Real Estate Holding Virginia
Third Eastern REFG, Inc. (2) Real Estate Holding Virginia
GWR REFG, Inc. (2) Real Estate Holding Virginia
Second GWR REFG, Inc. (2) Real Estate Holding Virginia
Third GWR REFG, Inc. (2) Real Estate Holding Virginia
Fourth GWR REFG, Inc. Real Estate Holding Virginia
Fifth GWR REFG, Inc. Real Estate Holding Virginia
Capital OREO, Inc. (2) Real Estate Holding Virginia
Eastern OREO, Inc. (2) Real Estate Holding Virginia
Palisades Condominium Owners Real Estate Holding Virginia
Association (6)
GWR OREO, Inc. (2) Real Estate Holding Virginia
Western OREO, Inc. (2) Real Estate Holding Virginia
Corporate OREO, Inc. (2) Real Estate Holding Virginia
Villages of KC Properties, Inc. (2) Real Estate Holding Virginia
Hilltop of Virginia, Inc. (2) Real Estate Holding Virginia
CFG Vessels, Inc. (2) Real Estate Holding Virginia
MDRP, Inc. (4) Real Estate Holding Maryland
MD Oreo, Inc. (4) Real Estate Holding Maryland
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
DCRP, Inc. (5) Real Estate Holding District of Columbia
DC OREO, Inc. (5) Real Estate Holding District of Columbia
</TABLE>
(1) Wholly-owned by Crestar Financial Corporation
(2) Wholly-owned by Crestar Bank
(3) Wholly-owned by Crestar Mortgage Corporation
(4) Wholly-owned by Crestar Bank MD
(5) Wholly-owned by Crestar Bank N.A.
(6) Wholly-owned by Eastern OREO, Inc.
Note: In addition to the subsidiaries enumerated above, Crestar Bank, Crestar
Bank N.A. and Crestar Bank MD may, in the ordinary course of business, hold as
collateral a majority of the capital stock of other companies and, as a result
of realizing such control, companies may constitute subsidiaries within the
definition contained in the instructions for the preparation of this report.
Detail of any such transactions are not known to the Registrant, but if any
exist, such companies are not deemed to be subsidiaries by the Registrant and
are not believed to be of material importance as such.
<PAGE>
Exhibit 23
Consent of Independent Auditors
-------------------------------
The Board of Directors
Crestar Financial Corporation
We consent to incorporation by reference in Registration Statement No. 33-57710
on Form S-3, in Registration Statement No. 33-50387 on Form S-3, in Registration
Statement No. 33-52269 on Form S-4, in Registration Statement No. 33-50921 on
Form S-8 and in Registration Statement No. 33-63606 on Form S-8 of Crestar
Financial Corporation of our report dated January 13, 1994, relating to the
consolidated balance sheets of Crestar Financial Corporation and Subsidiaries as
of December 31, 1993 and 1992, and the related consolidated statements of
income, cash flows and changes in shareholders' equity for each of the years in
the three-year period ended December 31, 1993, which report appears in the
December 31, 1993 annual report on Form 10-K of Crestar Financial Corporation.
Our report refers to changes in accounting for postretirement benefits other
than pensions and accounting for income taxes.
/s/ KPMG Peat Marwick
Richmond, Virginia
March 22, 1994
