Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Crestar Financial Corporation:
We consent to the use of our report included in Crestar Financial
Corporation's Annual Report on Form 10-K for the year ended
December 31, 1996 incorporated herein by reference. Our report
refers to our reliance on another auditors' report with respect
to amounts related to Citizens Bancorp included in the
aforementioned consolidated financial statements.
/s/ KPMG Peat Marwick LLP
Richmond, Virginia
July 30, 1997
Exhibit 4.4
CRESTAR FINANCIAL CORPORATION
1993 STOCK INCENTIVE PLAN
As Amended and Restated
Effective February 28, 1997
ARTICLE I DEFINITIONS
1.01. Acquiring Person 1
1.02. Administrator 1
1.03. Agreement 1
1.04. Associate 1
1.05. Board 1
1.06. Change in Control 2
1.07. Code 2
1.08. Committee 2
1.09. Common Stock 2
1.10. Company 2
1.11. Continuing Director 2
1.12. Control Affiliate 3
1.13. Control Change Date 3
1.14. Corresponding SAR 3
1.15. Disability 3
1.16. Efficiency Ratio 3
1.17. Exchange Act 3
1.18. Fair Market Value 3
1.19. Incentive Award 4
1.20. Initial Value 4
1.21. NIACC 4
1.22. Option 4
1.23. Participant 4
1.24. Performance Shares 4
1.25. Person 5
1.26. Plan 5
1.27. Related Entity 5
1.28. Retirement 5
1.29. SAR 6
1.30. Stock Award 6
1.31. Total Shareholder Return 6
ARTICLE II PURPOSES 6
ARTICLE III ADMINISTRATION 7
ARTICLE IV ELIGIBILITY 9
ARTICLE V STOCK SUBJECT TO PLAN
5.01. Shares Issued 9
5.02. Aggregate Limit 9
5.03. Reallocation of Shares 10
ARTICLE VI OPTIONS
6.01. Award 11
6.02. Option Price 11
6.03. Maximum Option Period 11
6.04. Nontransferability 11
6.05. Transferable Options 12
6.06. Employee Status 12
6.07. Exercise 13
6.08. Payment 13
6.09. Change in Control. 14
6.10. Shareholder Rights. 14
6.11. Disposition of Stock 14
ARTICLE VII SARS
7.01. Award 15
7.02. Maximum SAR Period. 15
7.03. Nontransferability. 15
7.04. Transferable SARs 16
7.05. Exercise 16
7.06. Change in Control. 17
7.07. Employee Status. 17
7.08. Settlement. 17
7.09. Shareholder Rights. 17
ARTICLE VIII STOCK AWARDS
8.01. Award. 18
8.02. Vesting. 18
8.03. Performance Objectives. 18
8.04. Employee Status. 19
8.05. Change in Control. 19
8.06. Shareholder Rights. 19
ARTICLE IX PERFORMANCE SHARE AWARDS
9.01. Award 20
9.02. Earning the Award 20
9.03. Payment 21
9.04. Shareholder Rights 21
9.05. Nontransferability 21
9.06. Transferable Performance Shares 22
9.07. Employee Status 22
9.08. Change In Control 22
ARTICLE X INCENTIVE AWARDS
10.01. Award. 23
10.02. Terms and Conditions. 23
10.03. Nontransferability 24
10.04. Employee Status 24
10.05. Change in Control 25
10.06. Shareholder Rights 25
ARTICLE XI ADJUSTMENT UPON CHANGE IN COMMON STOCK
26
ARTICLE XII COMPLIANCE WITH LAW AND
APPROVAL OF REGULATORY BODIES 27
ARTICLE XIII GENERAL PROVISIONS
13.01.Effect on Employment and Service. 28
13.02. Unfunded Plan. 28
13.03. Rules of Construction. 29
13.04. Tax Withholding 29
13.05. Limitation on Benefits 29
ARTICLE XIV AMENDMENT 32
ARTICLE XV DURATION OF PLAN 32
ARTICLE XVII EFFECTIVE DATE OF PLAN 33
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, SAR
or Incentive Award 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.
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.
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. Efficiency Ratio means the percentage determined
by dividing (i) noninterest expense less nonrecurring
expense by (ii) the sum of net interest income plus
noninterest income, all as reported on the Company's
financial statements.
1.17. Exchange Act means the Securities Exchange Act of
1934, as amended and as in effect on the date of this
Agreement.
1.18. 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 New York Stock Exchange on such
date, or if the Common Stock was not traded on the New
York Stock Exchange 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.
1.19. Incentive Award means an award under Article X
which, subject to such terms and conditions as may be
prescribed by the Administrator, entitles the Participant
to receive a cash payment from the Company or a Related
Entity.
1.20. 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 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.
1.21. NIACC means net income after a capital charge.
1.22. 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.
1.23. 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,
an Incentive Award or a combination thereof.
1.24. 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.
1.25. 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 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.
1.26. Plan means the Crestar Financial Corporation 1993
Stock Incentive Plan.
1.27. 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.
1.28. 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.
1.29. 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, if any, 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.
1.30. Stock Award means Common Stock awarded to a
Participant under Article VIII.
1.31. Total Shareholder Return means, with respect to
any period, the sum of (i) the excess, if any of the Fair
Market Value on the first day of the period over the Fair
Market Value on the last day of the period and (ii) the
value of any dividends on Common Stock payable with
respect to such period.
ARTICLE II
PURPOSES
The Plan is intended to assist the Company and
Related Entities in recruiting and retaining individuals
with ability and initiative by enabling such persons 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 grant of both Options qualifying
under Section 422 of the Code ("incentive stock options")
and Options not so qualifying, and the grant of SARs,
Stock Awards, Performance Shares and Incentive Awards.
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
grant Stock Awards, Performance Shares, Incentive Awards,
Options 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, an award of Performance Shares or an Incentive
Award, including by way of example and not of 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, requirements that
the Company achieve a specified level of financial
performance or that the Company achieve a specified level
of financial return. Notwithstanding any such
conditions, the Administrator may, in its discretion,
accelerate the time at which any Option or SAR may be
exercised, or the time at which a Stock Award may become
transferable or nonforfeitable or the time at which an
Incentive Award or an award of Performance Shares may be
settled. 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 Incentive Award or award of
Performance Shares. All expenses of administering this
Plan shall be borne by the Company, a Related Entity or a
combination thereof.
The Committee, in its discretion, may delegate to
one or more officers of the Company or the Executive
Committee of the Board, 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
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.
ARTICLE V
STOCK SUBJECT TO PLAN
5.01. Shares Issued. Upon the award of shares of Common
Stock pursuant to a Stock Award or in settlement of an
award of Performance Shares, 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.
5.02. Aggregate Limit. The maximum aggregate number of
shares of Common Stock that may be issued under this
Plan, pursuant to the exercise of SARs and Options and
the grant of Stock Awards and the settlement of
Performance Shares awarded on and after February 28,
1997, is 4,000,000 shares. The maximum aggregate number
of shares that may be issued under this Plan as Stock
Awards and in settlement of Performance Shares awarded on
and after February 28, 1997, is 1,200,000 shares. The
maximum aggregate number of shares that may be issued
under this Plan and the maximum number of shares that may
be issued as Stock Awards and in settlement of
Performance Shares shall be subject to adjustment as
provided in Article XI.
5.03. 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
that is settled with Common Stock, the number of shares
of Common Stock allocated to the Option or portion
thereof may be reallocated to other Options, SARs,
Performance Shares and Stock Awards to be granted under
this Plan. If an SAR is terminated, in whole or in part,
for any reason other than its exercise that is settled
with Common Stock 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, Performance Shares and Stock Awards to be granted
under this Plan. If an award of Performance Shares is
terminated, in whole or in part, for any reason other
than its settlement with Common Stock, the number of
shares of Common Stock allocated to the Performance
Shares or portion thereof may be reallocated to other
options, SARs, Performance Shares and Stock Awards to be
granted under this Plan. If a Stock Award is forfeited,
in whole or in part, for any reason, the number of shares
of Common Stock allocated to the Stock Award or portion
thereof may be reallocated to other Options, SARs,
Performance Shares and Stock Awards to be granted under
this Plan.
ARTICLE VI
OPTIONS
6.01. Award. In accordance with the provisions of
Article IV, the Administrator will designate each
individual to whom an Option is to be granted and will
specify the number of shares of Common Stock covered by
each such award; provided, however, that no individual
may be granted Options in any calendar year covering more
than 100,000 shares of Common Stock.
6.02. 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, but
shall not be less than the Fair Market Value on the date
the Option is granted. 6.03. Maximum Option Period.
The maximum period in which an Option may be exercised
shall be ten years from the date such Option was granted.
The terms of any Option may provide that it is
exercisable for a period less than such maximum period.
6.04. Nontransferability. Except as provided in Section
6.05, each Option granted under this Plan shall be
nontransferable except by will or by the laws of descent
and distribution. In the event of any transfer of an
Option (by the Participant or his transferee), the Option
and any Corresponding SAR that relates to such Option
must be transferred to the same person or persons or
entity or entities. Except as provided in Section 6.05,
during the lifetime of the Participant to whom the Option
is granted, the Option may be exercised only by the
Participant. No right or interest of a Participant in
any Option shall be liable for, or subject to, any lien,
obligation, or liability of such Participant.
6.05. Transferable Options. Section 6.04 to the
contrary notwithstanding, if the Agreement provides, an
Option that is not an incentive stock option may be
transferred by a Participant to the Participant's
children, grandchildren, spouse, one or more trusts for
the benefit of such family members or a partnership in
which such family members are the only partners, on such
terms and conditions as may be permitted under Securities
Exchange Commission Rule 16b-3 as in effect from time to
time. The holder of an Option transferred pursuant to
this section shall be bound by the same terms and
conditions that governed the Option during the period
that it was held by the Participant; provided, however,
that such transferee may not transfer the Option except
by will or the laws of descent and distribution. In the
event of any transfer of an Option (by the Participant or
his transferee), the Option and any Corresponding SAR
that relates to such Option must be transferred to the
same person or persons or entity or entities.
6.06. Employee Status. For purposes of determining the
applicability of Section 422 of the Code (relating to
incentive stock options), or in the event that the terms
of any Option provide that it may be exercised only
during employment or within a specified period of time
after termination 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.
6.07. Exercise. Subject to the provisions of this Plan
and the applicable Agreement, an Option 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
incentive stock options (granted under the Plan and all
plans of the Company and its Related Entities) may not be
first exercisable in a calendar year for stock having a
Fair Market (determined as of the date an Option is
granted) exceeding the limit prescribed by Code section
422(d). An Option granted under this Plan may be
exercised with respect to any number of whole shares less
than the full number for which the Option could be
exercised. A partial exercise of an Option shall not
affect the right to exercise the Option from time to time
in accordance with this Plan and the applicable Agreement
with respect to the remaining shares subject to the
Option. The exercise of an Option shall result in the
termination of any Corresponding SAR to the extent of the
number of shares with respect to which the Option is
exercised.
6.08. Payment. Unless otherwise provided by the
Agreement, payment of the Option price shall be made in
cash or a cash equivalent acceptable to the
Administrator. Subject to rules established by the
Administrator, payment of all or part of the Option price
may be made with 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 sum of the cash and cash
equivalent and the Fair Market Value (determined as of
the day preceding the date of exercise) of such shares
must not be less than the Option price of the shares for
which the Option is being exercised.
6.09. Change in Control. Section 6.07 to the contrary
notwithstanding, each outstanding Option shall be fully
exercisable (in whole or in part at the discretion of the
holder) on and after a Control Change Date and during the
period (i) beginning on the first day after a tender
offer or exchange offer for shares of Common Stock (other
than an offer 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.
6.10. Shareholder Rights. No Participant shall have any
rights as a shareholder with respect to shares subject to
his Option until the date of exercise of such Option.
6.11. Disposition of Stock. A Participant shall notify
the Company 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 an 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.
ARTICLE VII
SARS
7.01. Award. In accordance with the provisions of
Article IV, the Administrator will designate each
individual to whom SARs are to be granted and will
specify the number of shares covered by each such award;
provided, however, that no individual may be granted SARs
in any calendar year covering more than 100,000 shares.
For purposes of the preceding sentence, an Option and
Corresponding SAR shall be treated as a single award. In
addition, no Participant may be granted Corresponding
SARs (under all incentive stock option plans of the
Company and its Affiliates) that are related to incentive
stock options which are first exercisable in any calendar
year for stock having an aggregate Fair Market Value
(determined as of the date the related Option is granted)
that exceeds the limit prescribed by Code section 422(d).
7.02. Maximum SAR Period. The maximum period in which
an SAR may be exercised shall be ten years from the date
such SAR was granted. The terms of any SAR may provide
that it has a term that is less than such maximum period.
7.03. Nontransferability. Except as provided in Section
7.04, each 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, a
Corresponding SAR and the related Option must be
transferred to the same person or persons or entity or
entities. Except as provided in Section 7.04, during the
lifetime of the Participant to whom the SAR is granted,
the SAR may be exercised only by the Participant. No
right or interest of a Participant in any SAR shall be
liable for, or subject to, any lien, obligation, or
liability of such Participant.
7.04. Transferable SARs. Section 7.03 to the contrary
notwithstanding, if the Agreement provides, an SAR, other
than a Corresponding SAR that is related to an incentive
stock option, may be transferred by a Participant to the
Participant's children, grandchildren, spouse, one or
more trusts for the benefit of such family members or a
partnership in which such family members are the only
partners, on such terms and conditions as may be
permitted under Securities Exchange Commission Rule 16b-3
as in effect from time to time. The holder of an SAR
transferred pursuant to this section shall be bound by
the same terms and conditions that governed the SAR
during the period that it was held by the Participant;
provided, however, that such transferee may not transfer
the SAR except by will or the laws of descent and
distribution. In the event of any transfer of a
Corresponding SAR (by the Participant or his transferee),
the Corresponding SAR and the related Option must be
transferred to the same person or person or entity or
entities.
7.05. Exercise. Subject to the provisions of this Plan
and the applicable Agreement, an 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 only when the Fair
Market Value exceeds the option price of the related
Option. An SAR granted under this Plan may be exercised
with respect to any number of whole shares less than the
full number for which the SAR could be exercised. A
partial exercise of an SAR shall not affect the right to
exercise the SAR from time to time in accordance with
this Plan and the applicable Agreement with respect to
the remaining shares subject to the SAR. The exercise of
a Corresponding SAR shall result in the termination of
the related Option to the extent of the number of shares
with respect to which the SAR is exercised.
7.06. Change in Control. Section 7.05 to the contrary
notwithstanding, each outstanding SAR shall be fully
exercisable (in whole or in part at the discretion of the
holder) on and after a Control Change Date and during the
period (i) beginning on the first day after any 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 and (ii) ending on the
thirtieth day following the expiration of such offer.
7.07. Employee Status. If the terms of any SAR provide
that it may be exercised only during employment or within
a specified period of time after termination 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.
7.08. Settlement. 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. No fractional share will be
deliverable upon the exercise of an SAR but a cash
payment will be made in lieu thereof.
7.09. Shareholder Rights. No Participant shall, as a
result of receiving an SAR, have any rights as a
shareholder of the Company until the date that the SAR is
exercised and then only to the extent that the SAR is
settled by the issuance of Common Stock.
ARTICLE VIII
STOCK AWARDS
8.01. Award. 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
each such award; provided, however, that no Participant
may receive Stock Awards in any calendar year for more
than 30,000 shares of Common Stock.
8.02. Vesting. The Administrator, on the date of the
award, may prescribe that a Participant's rights in a
Stock Award shall be forfeitable or otherwise restricted
for a period of time or subject to such conditions as may
be set forth in the Agreement. 8.03. Performance
Objectives. In accordance with Section 8.02, the
Administrator may prescribe that Stock Awards will become
vested or transferable or both based on objectives stated
with respect to the Company's, a Related Entity's or an
operating unit's return on equity, earnings per share,
total earnings, earnings growth, return on assets, Fair
Market Value, NIACC, Efficiency Ratio, Total Shareholder
Return or such other measures as may be selected by the
Administrator. If the Administrator, on the date of
award, prescribes that a Stock Award shall become
nonforfeitable and transferable only upon the attainment
of performance objectives, the shares subject to such
Stock Award shall become nonforfeitable and transferable
only to the extent that the Administrator certifies that
such objectives have been achieved.
8.04. Employee Status. In the event that the terms of
any Stock Award provide that shares may become
transferable and nonforfeitable thereunder only after
completion of a specified period of employment, the
Administrator may decide in each case 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.
8.05. Change in Control. Sections 8.02, 8.03 and 8.04
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 outstanding Stock Award
shall be transferable and nonforfeitable as of the
Control Change Date or the first day following such
offer.
8.06. Shareholder Rights. Prior to their forfeiture (in
accordance with the applicable Agreement and while the
shares of Common Stock granted pursuant to the Stock
Award may be forfeited or are nontransferable), 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
during such period (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
transferable and are no longer forfeitable.
ARTICLE IX
PERFORMANCE SHARE AWARDS
9.01. Award. In accordance with the provisions of
Article IV, the Administrator will designate each
individual to whom an award of Performance Shares is to
be made and will specify the number of shares of Common
Stock covered by each such award; provided, however, that
the maximum number of shares of Common Stock that may be
earned by a Participant under all Performance Share
awards (whether settled in Common Stock, cash or a
combination of Common Stock and cash) granted in a
calendar year shall be the product of (i) 35,000 shares
and (ii) the number of years (twelve consecutive months)
during which one or more performance criteria is
measured.
9.02. Earning the Award. The Administrator, on the date
of the grant of an award, shall 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 performance objectives and such other
criteria as may be prescribed by the Administrator during
a performance measurement period of at least one year.
The performance objectives may be stated with respect to
the Company's, a Related Entity's or an operating unit's
return on equity, earnings per share, total earnings,
earnings growth, return on assets, Fair Market Value,
NIACC, Efficiency Ratio, Total Shareholder Return or such
other measures as may be selected by the Administrator.
No payments will be made with respect to Performance
Shares unless, and then only to the extent that, the
Administrator certifies that such objectives have been
achieved.
9.03. 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 issuance of Common
Stock or a combination of cash and Common Stock. 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.
9.04. 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
the award of Performance Shares is earned and settled by
the issuance of Common Stock. After an award of
Performance Shares is earned, if settled completely or
partially in Common Stock, a Participant will have all
the rights of a shareholder with respect to such Common
Stock.
9.05. Nontransferability. Except as provided in
Section 9.06, Performance Shares granted under this Plan
shall be nontransferable except by will or by the laws of
descent and distribution. No right or interest of a
Participant in any Performance Shares shall be liable
for, or subject to, any lien, obligation, or liability of
such Participant.
9.06. Transferable Performance Shares. Section 9.05 to
the contrary notwithstanding, if the Agreement provides,
an award of Performance Shares may be transferred by a
Participant to the Participant's children, grandchildren,
spouse, one or more trusts for the benefit of such family
members or a partnership in which such family members are
the only partners, on such terms and conditions as may be
permitted under Securities Exchange Commission Rule 16b-3
as in effect from time to time. The holder of
Performance Shares transferred pursuant to this section
shall be bound by the same terms and conditions that
governed the Performance Shares during the period that
they were held by the Participant; provided, however that
such transferee may not transfer Performance Shares
except by will or the laws of descent and distribution.
9.07. Employee Status. In the event that the terms of
any Performance Share award provide that no payment will
be made unless the Participant completes a stated period
of employment, the Administrator may decide to what
extent leaves of absence for government or military
service, illness, temporary disability, or other reasons
shall not be deemed interruptions of continuous
employment.
9.08. Change In Control. Section 9.02 to the contrary
notwithstanding, a pro rata amount of each outstanding
Performance Share award shall be earned and settled in
whole shares of Common Stock as of a Control Change Date
that occurs at least three months after the first day of
the measurement period or on the first day after a tender
offer or exchange offer for shares of Common Stock (other
than one made by the Company), provided that such day is
at least three months after the first day of the
measurement period and provided further that shares are
acquired pursuant to such offer. Such Common Stock shall
be nonforfeitable and transferable. The number of shares
of Common Stock issuable under this Section 9.02 shall be
determined by multiplying the target amount of shares (as
prescribed by the applicable Agreement), by a fraction.
The numerator shall be the number of days in the period
beginning on the date of the first day of the measurement
period and ending on the Control Change Date or the first
day after the tender or exchange offer described in this
Section 9.03. The denominator is the number of days in
the period, or the longest of such periods, during which
performance is measured under the Performance Share
award.
ARTICLE X
INCENTIVE AWARDS
10.01. Award. The Administrator shall designate
Participants to whom Incentive Awards are made. All
Incentive Awards shall be finally determined exclusively
by the Administrator under the procedures established by
the Administrator; provided, however, that no Participant
may receive an Incentive Award payment in any calendar
year that exceeds the lesser of (i) $1,000,000 and (ii)
150% of the Participant's annual base salary (prior to
any salary reduction or deferral elections) as of the
date of grant of the Incentive Award.
10.02. Terms and Conditions. The Administrator, at the
time an Incentive Award is made, shall specify the terms
and conditions which govern the award. Such terms and
conditions shall prescribe that the Incentive Award shall
be earned only upon, and to the extent that, performance
objectives are satisfied. The performance objectives may
be stated with respect to the Company's, a Related
Entity's or an operating unit's return on equity,
earnings per share, total earnings, earnings growth,
return on assets, Fair Market Value, NIACC, Efficiency
Ratio, Total Shareholder Return or such other measures as
may be selected by the Administrator. Such terms and
conditions also may include other limitations on the
payment of Incentive Awards including, by way of example
and not of limitation, requirements that the Participant
complete a specified period of employment with the
Company or a Related Entity. The Administrator, at the
time an Incentive Award is made, shall also specify when
amounts shall be payable under the Incentive Award and
whether amounts shall be payable in the event of the
Participant's death, Disability, or Retirement. No
payments will be made with respect to an Incentive Award
unless, and then only to the extent that, the
Administrator certifies that the performance objectives
have been achieved.
10.03. Nontransferability. Incentive Awards granted
under this Plan shall be nontransferable except by will
or by the laws of descent and distribution and then only
to the extent that the Administrator specified, at the
time the Incentive Award was made, that amounts may be
payable in the event of the Participant's death. No
right or interest of a Participant in an Incentive Award
shall be liable for, or subject to, any lien, obligation,
or liability of such Participant.
10.04. Employee Status. If the terms of an Incentive
Award provide that a payment will be made thereunder only
if the Participant completes a stated 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.
10.05. Change in Control. Section 10.02 to the contrary
notwithstanding, a pro rata amount of each Incentive
Award shall be earned as of a Control Change Date that
occurs at least three months after the first day of the
measurement period or on the first day after a tender
offer or exchange offer for shares of Common Stock (other
than one made by the Company), provided that such day is
at least three months after the first day of the
measurement period and provided further that shares are
acquired pursuant to such offer. The amount payable
under this Section 10.05 shall be determined by
multiplying the target amount (as prescribed by the
applicable Agreement), by a fraction. The numerator
shall be the number of days in the period beginning on
the first day of the measurement period and ending on the
Control Change Date or the first day after the tender or
exchange offer described in this Section 10.05. The
denominator shall be the number of days in the period, or
the longest of such periods, during which performance is
measured under the Incentive Award.
10.06. Shareholder Rights. No Participant shall, as a
result of receiving an Incentive Award, have any rights
as a shareholder of the Company or any Affiliate on
account of such award.
ARTICLE XI
ADJUSTMENT UPON CHANGE IN COMMON STOCK
The maximum number of shares as to which Options,
SARs, Performance Shares and Stock Awards may be granted
under this Plan, the terms of outstanding Stock Awards,
Options, Performance Shares, Incentive Awards, and SARs,
and the per individual limitations on the number of
shares for which Options, SARs, Performance Shares, and
Stock Awards may be granted 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 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 by reason thereof shall be
made with respect to, the maximum number of shares as to
which Options, SARs, Performance Shares and Stock Awards
may be granted, the per individual limitations on the
number of shares for which Options, SARs, Performance
Shares and Stock Awards may be granted or the terms of
outstanding Stock Awards, Options, Performance Shares,
Incentive Awards or SARs.
The Committee may make Stock Awards and may grant
Options, SARs, Performance Shares, and Incentive Awards
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 Section 5.02), the
terms of such substituted Stock Awards or Option, SAR,
Performance Shares or Incentive Award 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, a
Performance Share is settled or for which an Option or
SAR is 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 Share 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 and Service. 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 obligation of the Company shall be
deemed to be secured by any pledge of, or other
encumbrance on, any property of the Company.
13.03. 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.
13.04. 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.
13.05. 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 the 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 the Participant.
(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
the 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 a 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 a 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 the 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 Participant 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 authority, determines that
an Underpayment has occurred, the Accounting Firm must
promptly notify the 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
(other than an adjustment pursuant to Article XI) or (ii)
the amendment changes the class of individuals eligible
to become Participants. No amendment shall, without a
Participant's consent, adversely affect any rights of
such Participant under any Stock Award, Performance Share
award, Option, SAR or Incentive Award outstanding at the
time such amendment is made.
ARTICLE XV
DURATION OF PLAN
No Stock Award, Performance Share award, Option,
SAR or Incentive Award may be granted under this Plan
after February 27, 2007. Stock Awards, Performance Share
awards, Options, SARs and Incentive Awards granted before
that date shall remain valid in accordance with their
terms.
ARTICLE XVII
EFFECTIVE DATE OF PLAN
Options, SARs, Performance Shares and Incentive
Awards may be granted under this Plan upon its adoption
by the Board, provided that no Option, SAR, Performance
Shares or Incentive Award granted on or after February
28, 1997, shall be effective or exercisable unless this
amended and restated Plan is approved by a majority of
the votes cast by the Company's shareholders, voting
either in person or by proxy, at a duly held
shareholders' meeting at which a quorum is present.
Stock Awards may be granted under this amended and
restated Plan on or after February 28, 1997, upon the
later of its adoption by the Board or its approval by
shareholders in accordance with the preceding sentence
Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of Crestar Financial Corporation on Form S-8 of our
report dated January 16, 1997 on Citizens Bancorp as and for
the year ended December 31, 1996, which is incorporated by
reference in the Annual Report on Form 10-K of Crestar
Financial Corporation for the year ended December 31, 1996.
/s/ Deloitte & Touche LLP
Richmond, Virginia
August 1, 1997
Exhibit 5
File No.33411.1096
(804) 788-8402
August 4, 1997
The Board of Directors
Crestar Financial Corporation
919 E. Main Street
Richmond, Virginia 23219
Crestar Financial Corporation
Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to Crestar Financial Corporation, a
Virginia corporation (the "Company"), in connection with the filing
of a registration statement under the Securities Act of 1933, as
amended, with respect to 4,000,000 shares of the Company's Common
Stock (the "Shares"), to be offered pursuant to the Crestar
Financial Corporation 1993 Stock Incentive Plan (the "Plan").
In rendering this opinion, we have relied upon, among other
things, our examination of the Plan and of such records of the
Company and certificates of its officers and of public officials
as we have deemed necessary. In connection with the filing of such
registration statement, we are of the opinion that:
1. The Company is duly incorporated, validly existing and
in good standing under the laws of the Commonwealth of
Virginia; and
2. The Shares have been duly authorized and, when
issued in accordance with the terms of the Plan and the
applicable Agreements (as defined in the Plan), will be
legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to such registration statement.
Very truly yours,
/s/ Hunton & Williams
Hunton & Williams
