As filed with the Securities and Exchange Commission on August 4,
1997
Registration Statement No. 333-____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
____________________
CRESTAR FINANCIAL CORPORATION
(Exact name of Registrant as specified in its Charter)
Virginia 54-0722175
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
919 East Main Street
Richmond, Virginia 23219
804-782-5000
(Address of principal executive office, including zip code)
CRESTAR FINANCIAL CORPORATION
DIRECTORS' EQUITY PROGRAM
(Full title of the Plan)
____________________
Linda F. Rigsby, Esq.
Senior Vice President and Corporate Secretary
Crestar Financial Corporation
919 East Main Street
Richmond, Virginia 23219
804-782-7738
(Name, address and telephone number including, area code, of age
nt for service)
With copies to:
Lathan M. Ewers, Jr.
Hunton & Williams
951 East Byrd Street
Richmond, Virginia 23219
804-788-8269
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount to maximum maximum Amount of
securities be offering aggregate registratio
to be registered price offering n fee
registered per price(1)
share(1)
Common Stock, 100,000 $46.16 $4,616,000 $1,399
$5 par value shares
Preferred N/A N/A N/A
Share Purchase 100,000
Rights(2) rights
(1) Estimated solely for the purpose of computing the
registration fee. This amount was calculated pursuant to
Rule 457(c) on the basis of $46.16 per share, which was the
average of the high and low prices of the Common Stock as
reported on the New York Stock Exchange on July 29, 1997.
(2) The Rights to purchase Participating Cumulative
Preferred Stock, Series C will be attached to and will trade with
shares of the Common Stock of the Company.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with the Securities and Exchange
Commission (the "Commission").
Item 2. Registrant Information and Employee Plan Annual
Information.
Not required to be filed with the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Crestar Financial
Corporation (the "Company") with the Commission (file No. 1-7083)
are incorporated herein by reference and made a part hereof: (i)
the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996; (ii) the Company's Quarterly Reports on
Form 10-Q for the quarter ended March 31, 1997; and (iii) the
description of the Company's Common Stock (the "Common Stock")
contained in the Company's registration statement on Form 8-A
filed under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), including any amendment or report filed for the
purpose of updating such description.
All documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
the Prospectus and prior to the filing of a post-effective
amendment that indicates that all securities offered have been
sold or that deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in the Prospectus
and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of the Prospectus to the extent that a statement
contained herein or in any other subsequently filed document that
is incorporated by reference herein modifies or supersedes such
earlier statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of the Prospectus.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Directors and officers of the Company may be indemnified
against liabilities, fines, penalties, and claims imposed upon or
asserted against them as provided in the Virginia Stock
Corporation Act and the Company's Restated Articles of
Incorporation. Such indemnification covers all costs and
expenses reasonably incurred by a director or officer. The Board
of Directors, by a majority vote of a quorum of disinterested
directors or, under certain circumstances, independent counsel
appointed by the Board of Directors, must determine that the
director or officer seeking indemnification was not guilty of
willful misconduct or a knowing violation of the criminal law.
In addition, the Virginia Stock Corporation Act and the Company's
Restated Articles of Incorporation may under certain
circumstances eliminate the liability of directors and officers
in a shareholder or derivative proceeding.
If the person involved is not a director or officer of the
Company, the Board of Directors may cause the Company to
indemnify to the same extent allowed for directors and officers
of the Company such person who was or is a party to a proceeding,
by reason of the fact that he is or was an employee or agent of
the Company, or is or was serving at the request of the Company
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise.
The Company has in force and effect a policy insuring the
directors and officers of the Company against losses which they
or any of them shall become legally obligated to pay for reason
of any actual or alleged error or misstatement or misleading
statement or act or omission or neglect or breach of duty by the
directors and officers in the discharge of their duties,
individually or collectively, or any matter claimed against them
solely by reason of their being directors or officers, such
coverage being limited by the specific terms and provisions of
the insurance policy.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No.
4.1 Restated Articles of Incorporation of the Company
(Incorporated herein by reference from Exhibit 3(a) of
the Company's Annual Report on Form 10-K for the year
ended December 31, 1996 (Commission File No. 1-7083)).
4.2 Bylaws of the Company (Incorporated herein by reference
from Exhibit 3(b) of the Company's Annual Report on
Form 10-K for the year ended December 31, 1996).
4.3 Rights Agreement dated June 23, 1989, between the
Company and Mellon Bank, N.A., as Rights Agent
(Incorporated herein by reference from Exhibit 4.1 of
the Company's Current Report on Form 8-K dated June 23,
1989).
4.4 Crestar Financial Corporation Directors' Equity
Program.
5 Opinion of Hunton & Williams as to the legality of the
securities being registered.
23.1 Consent of Hunton & Williams (included in the opinion
filed as Exhibit 5 to the Registration Statement).
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of Deloitte & Touche LLP.
24 Power of Attorney for Officers and Directors (included on
signature page).
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or
sales are made, a post-effective amendment to this registration
statement;
(i) To include any prospectus
required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the
"Securities Act");
(ii) To reflect in the prospectus
any facts or events arising after the
effective date of the registration statement
(or the most recent post-effective amendment
thereof) which, individually or in the
aggregate, represent a fundamental change in
the information set forth in the registration
statement;
(iii) To include any material
information with respect to the plan of
distribution not previously disclosed in the
registration statement or any material change
in such information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in
the registration statement.
2. That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to Section
13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions described under Item 6 above, or otherwise, the
registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the
Securities Act, and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Richmond, Commonwealth of Virginia, on this 25th day of July,
1997.
CRESTAR FINANCIAL CORPORATION
(Registrant)
By /s/ Richard G. Tilghman
Richard G. Tilghman,
Chairman,
Chief Executive Officer
and Director
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities indicated on July 25, 1997. Each of
the directors and/or officers of Crestar Financial Corporation
whose signature appears below hereby appoints John C. Clark, III,
Lathan M. Ewers, Jr. and David M. Carter, and each of them
severally, as his attorney-in-fact to sign in his name and
behalf, in any and all capacities stated below, and to file with
the Commission any and all amendments, including post-effective
amendments, to this registration statement, making such changes
in the registration statement as appropriate, and generally to do
all such things in their behalf in their capacities as officers
and directors to enable Crestar Financial Corporation to comply
with the provisions of the Securities Act of 1933, and all
requirements of the Securities and Exchange Commission.
Signature Title
By /s/ Richard G. Tilghman Chairman, Chief Executive
Richard G. Tilghman Officer and Director
(Principal Executive Officer)
By /s/ James M. Wells, III President, Chief Operating
James M. Wells, III Officer and Director
Corporate Executive Vice
By /s/ Richard F. Katchuk President and Chief Financial
Richard F. Katchuk Officer
(Principal Financial Officer)
Group Executive Vice
By /s/ James D. Barr President, Controller and
James D. Barr Treasurer
(Principal Accounting Officer)
By /s/ J. Carter Fox Director
J. Carter Fox
Director
By /s/ Bonnie Guiton Hill
Bonnie Guiton Hill
By Director
Charles R. Longsworth
By /s/ Patrick J. Maher Director
Patrick J. Maher
By /s/ Frank E. McCarthy Director
Frank E. McCarthy
By /s/ Paul D. Miller Director
Paul D. Miller
By /s/ G. Gilmer Minor, III Director
G. Gilmer Minor, III
By /s/ Gordon F. Rainey, Director
Jr.
Gordon F. Rainey, Jr.
By Director
Frank S. Royal, M.D.
By /s/ Alfred H. Smith, Jr. Director
Alfred H. Smith, Jr.
By /s/ Jeffrey R. Springer Director
Jeffrey R. Springer
By /s/ Eugene P. Trani Director
Eugene P. Trani
By /s/ L. Dudley Walker Director
L. Dudley Walker
By /s/ Robert C. Wilburn Director
Robert C. Wilburn
By Director
Karen Hastie Williams
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________
EXHIBITS
filed with
REGISTRATION STATEMENT
on
FORM S-8
UNDER
THE SECURITIES ACT OF 1933
____________________
CRESTAR FINANCIAL CORPORATION
DIRECTORS' EQUITY PROGRAM
(full title of the plan)
EXHIBIT INDEX
Sequentially
Exhibit No. Description Number Page
4.1 Restated Articles of
Incorporation of the
Company (Incorporated
herein by reference from
Exhibit 3(a) of the
Company's Annual Report
on Form 10-K for the year
ended December 31, 1996).
4.2 Bylaws of the Company
(Incorporated herein by
reference from Exhibit
3(b) of the Company's
Annual Report on Form 10-
K for the year ended
December 31, 1996).
4.3 Rights Agreement dated
June 23, 1989, between
the Company and Mellon
Bank, N.A., as Rights
Agent (Incorporated
herein by reference from
Exhibit 4.1 of the
Company's Current Report
on Form 8-K dated June
23, 1989).
4.4 Crestar Directors' Equity
Program.
5 Opinion of Hunton &
Williams as to the
legality of the
securities being
registered.
23.1 Consent of Hunton &
Williams (included in the
opinion filed as Exhibit
5 to the Registration
Statement).
23.2 Consent of KPMG Peat
Marwick LLP.
23.3 Consent of Deloitte
& Touche LLP.
24 Power of Attorney for
Officers and Directors
(included on signature
page).
DOCSOPEN\RICHMOND\02720\33411\002244\z9y01!.DOC
Document #: 45718
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
DIRECTORS' EQUITY PROGRAM
Effective January 1, 1996
TABLE OF CONTENTS
Section Page
1. PURPOSE 1
2. DEFINITIONS 1
3. EQUITY AWARDS 4
4. DEFERRAL ELECTION 4
5. VESTING 5
6. CREDITS TO ACCOUNTS 6
7. DISTRIBUTION 7
8. HARDSHIP DISTRIBUTIONS 8
9. COMPANY'S OBLIGATION 8
10. CONTROL BY PARTICIPANT 9
11. CLAIMS AGAINST PARTICIPANT'S DEFERRED STOCK BENEFIT 9
12. AMENDMENT OR TERMINATION 9
13. NOTICES 10
14. WAIVER 10
15. CONSTRUCTION 10
16. EFFECTIVENESS 10
1. PURPOSE. The Crestar Financial Corporation Directors'
Equity Program 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. The Plan is also
intended to constitute a deferred compensation program for
corporate directors' fees.
2. DEFINITIONS. The following definitions apply to this Plan
and to the Deferral Election Forms.
(a) Account means that bookkeeping record established
for each Participant and is the sum of the
Participant's Equity Award Account and his Elective
Deferral Account. An Account is established only for
purposes of measuring a Deferred Stock Benefit and not
to segregate assets or to identify assets that may or
must be used to satisfy a Deferred Stock Benefit.
(b) Administrator means the Company's Director of
Human Resources.
(c) Beneficiary or Beneficiaries means a person or
persons or other entity designated on a Beneficiary
Designation Form by a Participant as allowed in
subsection 7(c) to receive a Deferred Stock Benefit.
If there is no valid designation by the Participant, or
if the designated Beneficiary or Beneficiaries fail to
survive the Participant or otherwise fail to take the
benefit, the Participant's Beneficiary is the first of
the following who survives the Participant: the
Participant's spouse (the person legally married to the
Participant when the Participant dies); the
Participant's surviving issue, per stirpes; the
Participant's parents and the Participant's estate.
(d) Beneficiary Designation Form means a form
acceptable to the Administrator or his designee used by
a Participant according to this Plan to name his or her
Beneficiary or Beneficiaries who will receive the
Participant's Deferred Stock Benefit under this Plan
upon the Participant's death.
(e) Board means the Board of Directors of the Company.
(f) Company means Crestar Financial Corporation and
any successor business by merger, purchase, or
otherwise and any other business that maintains the
Plan.
(g) Compensation means a Director's Retainer Fee and
Stock Award for the Deferral Year.
(h) Deferral Election Form means a document governed
by the provisions of section 4 of this Plan, including
the portion that is the Distribution Election Form and
the related Beneficiary Designation Form that applies
to all of that Participant's Deferred Stock Benefit
under the Plan.
(i) Deferral Year means a calendar year for which a
Director has submitted a Deferral Election Form that is
acceptable to the Administrator.
(j) Deferred Stock Benefit means the benefit that a
Participant is entitled to receive under this Plan.
(k) Director means a duly elected or appointed member
of the Board who is not an employee of the Company,
excluding any member of the Board who is required to
transfer, assign or pay his or her Retainer Fee to the
member's employer or firm.
(l) Distribution Election Form means a form used by a
Participant according to this Plan to establish the
frequency of distributions from his or her Elective
Deferral Account. If a Participant has no Distribution
Election Form that is operative according to this Plan,
distribution of that Deferred Stock Benefit is governed
by section 7 of this Plan.
(m) Effective Date means January 1, 1996.
(n) Election Date means the date established by this
Plan as the date on or before which a Director must
submit a valid Deferral Election Form to the
Administrator. For each Deferral Year, the Election
Date is December 31 of the preceding calendar year.
However, for an individual who becomes a Director
during a Deferral Year, the Election Date is the
thirtieth day following the date that he or she becomes
a Director. Despite the three preceding sentences, the
Administrator may set an earlier date as the Election
Date for any Deferral Year.
(o) Elective Deferral Account means that bookkeeping
record established for each Participant who elects to
defer his or her Retainer Fee, Stock Award, or both for
a Deferral Year. An Elective Deferral Account is
established only for purposes of measuring that portion
of a Deferred Stock Benefit attributable to deferred
Retainer Fees, Stock Awards, or both and not to
segregate assets or to identify assets that may or must
be used to satisfy a Deferred Stock Benefit. An
Elective Deferral Account will be credited with the
Participant's Compensation deferred according to a
Deferral Election Form and according to section 6 of
this Plan. An Elective Deferral Account will be
credited periodically with amounts determined under
subsection 6(b) of this Plan.
(p) Equity Award means an award stated with reference
to a number of whole shares of Company common stock
that is credited to a Participant's Equity Award
Account in accordance with section 3 of this Plan.
(q) Equity Award Account means that bookkeeping record
established for each Participant. An Equity Award
Account is established only for purposes of measuring
that portion of a Deferred Stock Benefit attributable
to awards according to section 3 of this Plan and not
to segregate assets or to identify assets that may or
must be used to satisfy a Deferred Stock Benefit. An
Equity Award Account will be credited periodically with
amounts determined under subsection 6(b) of this Plan.
(r) Equity Award Date means the Effective Date and
each January 1 that is a multiple of the fifth
anniversary of the Effective Date. The initial Equity
Award Date of a Participant who becomes a Director
after the Effective Date shall be the first day of the
month coincident with or next following the date that
the individual becomes a Director.
(s) Fair Market Value means, on any given date, the
average (rounded to the nearest one-eighth of a dollar)
of the high and low prices of a share of Company common
stock as reported on the New York Stock Exchange
composite tape on such day or, if the Company common
stock was not traded on the New York Stock Exchange on
such day, then the next day that the Company common
stock is traded on such exchange, all as reported by
such source as the Administrator may select. If shares
of Company common stock are not then traded on the New
York Stock Exchange, the Fair Market Value shall be
determined by the Administrator using any reasonable
method in good faith.
(t) Participant means a member of the Board who is a
Director on an Equity Award Date or, with respect to
any Deferral Year, has a Deferral Election Form that is
operative for that Deferral Year.
(u) Plan means the Crestar Financial Corporation
Directors' Equity Program.
(v) Retainer Fee means that portion of a Director's
Compensation that is a fixed cash amount determined
without regard to his or her attendance at meetings.
(w) Stock Award means the number of shares of Company
common stock that would have been issuable to a
Participant under the Crestar Financial Corporation
Directors' Stock Compensation Plan but for the
Participant's election to defer such award under this
Plan.
(x) Terminate, Terminating, or Termination, with
respect to a Participant, means cessation of his or her
relationship with the Company as a member of the Board
whether by death, disability or severance for any other
reason.
(y) Year of Service means a period of twelve
consecutive full months of service as a member of the
Board.
3. EQUITY AWARDS. Equity Awards are governed by the provisions
of this section.
(a) As of the Effective Date and each subsequent
Equity Award Date, the Equity Award Account of each
Participant who is then a Director will be credited
with an Equity Award. The Equity Award shall be stated
with respect to a number of whole shares of Company
common stock that has a Fair Market Value as of such
date that most nearly equals $40,000.
(b) The preceding subsection 3(a) to the contrary
notwithstanding, the initial Equity Award for a
Director who becomes a Participant after the Effective
Date shall be governed by this subsection 3(b). The
initial Equity Award for a Participant described in the
preceding sentence shall be credited to such
Participant's Equity Award Account as of his or her
first Equity Award Date and shall be stated with
respect to a number of whole shares of Company common
stock. The number of whole shares of Company common
stock credited to the Equity Award Account shall be the
product of (i) that number of whole shares of Company
common stock that has a Fair Market Value as of such
date that most nearly equals $40,000 and (ii) a
fraction, the numerator of which is the number of whole
months preceding the next Equity Award Date under
subsection 3(a) and the denominator of which is 60.
4. DEFERRAL ELECTION. A deferral election is valid when a
Deferral Election Form, that is acceptable to the
Administrator, is completed, signed by the electing
Director, and received by the Administrator no later than
the applicable Election Date. Deferral elections are
governed by the provisions of this section.
(a) A Director may submit a Deferral Election Form for
any Deferral Year if he or she is a Director at the
beginning of that Deferral Year or becomes a Director
during that Deferral Year.
(b) Before each Deferral Year's Election Date, each
Director will be provided with a Deferral Election Form
and a Beneficiary Designation Form. Under the Deferral
Election Form for a single Deferral Year, a Director
may elect on or before the Election Date to defer the
receipt of his or her Retainer Fee or his or her Stock
Award or both for the Deferral Year which will be
earned and payable after the Election Date.
(c) Each Distribution Election Form is part of the
Deferral Election Form on which it appears or to which
it states that it is related. The Administrator may
allow a Participant to file one Distribution Election
Form for his or her entire Elective Deferral Account or
multiple Distribution Election Forms that each relate
to Deferred Stock Benefits credited to his or her
Elective Deferral Account for one or more Deferral
Years. The provisions of section 7 of this Plan apply
to any Deferred Stock Benefit credited to his or her
Elective Deferral Account under this Plan if there is
no operative Distribution Election Form for that
Deferred Stock Benefit.
(d) If he or she does so on or before the Election
Date for the Deferral Year, the Administrator may
reject any Deferral Election Form or any Distribution
Election Form, or both, and the Administrator is not
required to state a reason for any rejection. The
Administrator may modify any Distribution Election Form
at any time to the extent necessary to comply with any
federal securities laws or regulations. However, the
Administrator's rejection of any Deferral Election Form
or any Distribution Election Form or the
Administrator's modification of any Distribution
Election Form must be based upon action taken without
regard to any vote of the Director whose Deferral
Election Form or Distribution Election Form is under
consideration, and the Administrator's rejections must
be made on a uniform basis with respect to similarly
situated Directors. If the Administrator rejects a
Deferral Election Form, the Director must be paid the
Compensation he or she would have been entitled to
receive if he or she had not submitted the rejected
Deferral Election Form.
(e) A Director may not revoke a Deferral Election Form
after the Deferral Year begins. Any revocation before
the beginning of the Deferral Year is the same as a
failure to submit a Deferral Election Form or a
Distribution Election Form unless the Director submits
a new Deferral Election Form on or before that Deferral
Year's Election Date. Any writing signed by a Director
expressing an intention to revoke his or her Deferral
Election Form that is delivered to the Administrator
before the close of business on the relevant Election
Date is a revocation.
(f) A Director who has not submitted a valid Deferral
Election Form to the Administrator on or before the
relevant Election Date may not defer any part of his or
her Compensation for that Deferral Year under this
Plan. The provisions of section 7 govern the
distribution of amounts credited to the Elective
Deferral Account of a Director who submits a valid
Deferral Election Form but who fails to submit a valid
Distribution Election Form for that portion of his or
her Deferred Stock Benefit before the relevant Election
Date or who otherwise has no valid Distribution
Election Form for that Deferred Stock Benefit.
5. VESTING. A Participant's interest in his or her Elective
Deferral Account is always 100% vested and nonforfeitable.
A Participant whose service as a member of the Board
terminates on account of death or disability (as determined
by the Board in its discretion), shall have a 100% vested
and nonforfeitable interest in his or her Equity Award
Account. A Participant whose service as a member of the
Board terminates for reasons other than death or disability
shall have a vested and nonforfeitable interest in his or
her Equity Award Account in accordance with the following
schedule:
Years of Service Vested
Percentage
Less than one 0%
One but less than two 20%
Two but less than three 40%
Three but less than four 60%
Four but less than five 80%
Five or more 100%
Each Participant's interest in his or her Equity Award Account
shall be 100% vested and nonforfeitable as of a Control Change
Date (as such term is defined in the Crestar Financial
Corporation 1993 Stock Incentive Plan).
6. CREDITS TO ACCOUNTS.
(a) An Equity Award Account and Elective Deferral
Account will be established for each Participant and
shall be credited with amounts determined under
sections 3 and 4 and shall be further credited with
earnings in accordance with subsection 6(b). A
Deferred Stock Benefit attributable to a deferred
Retainer Fee will be credited to the Participant's
Elective Deferral Account as a number of whole and
fractional shares of Company common stock based on the
Fair Market Value on the date that the Retainer Fee
would have been paid. A Deferred Stock Benefit
attributable to a deferred Stock Award will be credited
to the Participant's Elective Deferral Account as a
number of whole and fractional shares of Common Stock
based on the Fair Market Value on the date that the
Stock Award would have been issued.
(b) The basis for additional credits to Accounts (in
whole and fractional shares of Company common stock)
will be variable rates based on the value of dividends
paid on Company common stock and the Fair Market Value
on the date that such dividends are paid on Company
common stock. The value of an Account at any relevant
time is determined as if the Equity Awards made to, and
the Compensation deferred by, the Participant under the
Plan and any additional credits under this subsection
had been used to purchase Company common stock at the
Fair Market Value on the date those amounts were
credited to the Account. Additional credits are
accrued through the end of the month preceding the
distribution of a Deferred Stock Benefit.
(c) If a trust is established under section 9 of this
Plan, an electing Participant may instruct the trustee
under the governing trust agreement how to vote shares
of Company common stock allocated to that Participant's
separate account under the trust according to this
subsection and the provisions of the governing trust
agreement. Before each annual or special meeting of
the Company shareholders, the trustee under the
governing trust agreement must furnish each Participant
with a copy of the proxy solicitation and other
relevant material for the meeting as furnished to the
trustee by the Company, and a form addressed to the
trustee requesting the Participant's confidential
instructions on how to vote shares of Company common
stock allocated to his or her account as of the
valuation date established under the governing trust
agreement preceding the record date. Upon receipt of
those instructions, the trustee under the governing
trust agreement must vote such stock as instructed.
7. DISTRIBUTIONS.
(a) According to a Participant's Distribution Election
Form, but subject to Plan subsection 4(d), a Deferred
Stock Benefit must be distributed in shares of Company
common stock equal to the number of whole shares of
Company common stock credited to the Participant's
Account on the last day of the month preceding the
month of distribution. However, cash must be paid in
lieu of a fractional share of Company common stock
credited the Participant's Deferred Stock Account on
the last day of the month preceding the month of
distribution.
(b) Deferred Stock Benefits will be paid in a lump sum
unless the Participant's Distribution Election Form
specifies annual installment payments over a period of
5 years. A Deferred Stock Benefit payable in
installments will continue to accrue additional credits
under Plan subsection 6(b) on the unpaid balance of the
Account through the end of the month preceding the
distribution. Distribution of a Deferred Stock Benefit
will be paid or begin on the February 15 of the year
after his or her Termination.
(c) Deferred Stock Benefits may not be assigned by a
Participant or Beneficiary. Unless the Administrator
announces otherwise, a Participant may use only one
Beneficiary Designation Form to designate one or more
Beneficiaries for all of his or her Deferred Stock
Benefits under the Plan; such designations are
revocable. Each Beneficiary will receive his or her
portion of the Participant's Deferred Stock Benefit in
a lump sum on February 15 of the year following the
year of the Participant's death.
(d) Any Company common stock distributed pursuant to
the Plan shall have been acquired by an "agent
independent of the issuer" (i.e., the Company) within
the meaning of 17 CFR 240.10b-18, as such regulation or
any successor is in effect from time to time. Such
acquisitions may be effected in all cases on the open
market or, in the event that the Company makes
available newly issued common stock, directly from the
Company, provided that such common stock has been
registered with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, or any
successor thereto at the time such purchase is made or
an exemption from such registration requirement is, in
the opinion of counsel to the Company, available.
(e) No Participant or Beneficiary shall have any
rights as a shareholder of the Company by virtue of
having any interest under this Plan until, and to the
extent that, shares of Company common stock are issued
in satisfaction of a Deferred Stock Benefit payable in
accordance with this Plan.
8. HARDSHIP DISTRIBUTIONS.
(a) At the Administrator's sole discretion and at the
request of a Participant before or after the
Participant's Termination, or at the request of any of
the Participant's Beneficiaries after the Participant's
death, the Administrator may accelerate and pay all or
part of any amount attributable to a Participant's
vested Deferred Stock Benefits under this Plan.
Accelerated distributions may be allowed only in the
event of a financial emergency beyond the Participant's
or Beneficiary's control and only if disallowance of a
distribution would create a severe hardship for the
Participant or Beneficiary. An accelerated
distribution must be limited to the amount determined
by the Administrator to be necessary to satisfy the
financial emergency.
(b) For purposes of an accelerated distribution under
this section, the value of a Deferred Stock Benefit is
determined by the value of the Participant's Account at
the end of the month preceding the date of
distribution.
(c) A distribution under this section is in lieu of
that portion of the Deferred Stock Benefit that would
have been paid otherwise. A Deferred Stock Benefit is
adjusted for a distribution under this section by
reducing the value of the Participant's Account by the
amount of the distribution.
9. COMPANY'S OBLIGATION.
(a) The Plan is unfunded. A Deferred Stock Benefit is
at all times a mere contractual obligation of the
Company. A Participant and his or her Beneficiaries
have no right, title, or interest in the Deferred Stock
Benefits or any claim against them other than as
general unsecured creditors of the Company. The
Company will not segregate any funds or assets for
Deferred Stock Benefits nor issue any notes or security
for the payment of any Deferred Stock Benefit.
(b) Subject to Plan subsection 9(c), the Company may
establish a grantor trust and transfer to that trust
shares of Company common stock or other assets. Trust
assets must be invested in Company common stock for the
purpose of measuring the value of Accounts under the
Plan to be distributed as Deferred Stock Benefits in
the form of Company common stock, plus cash in lieu of
fractional shares. The governing trust agreement must
require a separate account to be established for each
electing Participant. The governing trust agreement
must also require that all Company assets held in trust
remain at all times subject to the Company's creditors.
(c) The Company may only contribute to a trustee under
a trust agreement by transferring cash or assets with a
fair market value equal to the value (determined at the
nearest month end) of the related Accounts if the trust
agreement contains provisions sufficient (in the
opinion of either the Internal Revenue Service or
counsel selected by the Company) to allow the
Participants to defer income taxation on their Deferred
Stock Benefits until they are distributed according to
this Plan and provisions sufficient (in the opinion of
counsel selected by the Company) to exempt the Plan and
the trust from sections 10(b) and 16(b) of the
Securities Exchange Act of 1934 and applicable rules
and regulations. If the Internal Revenue Service
refuses to give the required opinion on such a trust,
and if counsel selected by the Company is the opinion
that no such trust can be created, Plan subsection 9(b)
will not become effective.
10. CONTROL BY PARTICIPANT. A Participant has no control over
Deferred Stock Benefits except according to his or her
Deferral Election Forms, his or her Distribution Election
Forms, and his or her Beneficiary Designation Forms.
11. CLAIMS AGAINST PARTICIPANT'S DEFERRED STOCK BENEFIT. No
Account under this Plan is subject in any manner to
anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, or charge, and any attempt to do so is
void. Deferred Stock Benefits are not subject to attachment
or legal process for a Participant's debts or other
obligations. Nothing contained in this Plan gives any
Participant any interest, lien, or claim against any
specific asset of the Company. A Participant or his or her
Beneficiary has no rights to receive Deferred Stock Benefits
other than as a general creditor of the Company.
12. AMENDMENT OR TERMINATION. Except as otherwise provided in
this section, this Plan may be altered, amended, suspended,
or terminated at any time by the Board. No amendment will
become effective without the approval of the Company's
shareholders if the amendment (i) materially increases the
number of shares of Company common stock that may be issued
under the Plan, (ii) materially increases the benefits
accruing to Participants, under the Plan, or (iii)
materially changes the class of individuals who may
participate in the Plan. The Plan may not be amended more
than once in any six month period other than to comply with
changes in the Internal Revenue Code or the Employee
Retirement Income Security Act of 1974. Except for a
termination of the Plan caused by the determination of the
Board that the laws upon which the Plan is based have
changed in a manner that negates the Plan's objectives, the
Board may not alter, amend, suspend, or terminate this Plan
without the majority consent of all Directors who are
Participants if that action would result either in a
distribution of all Deferred Stock Benefits in any manner
other than as provided in this Plan or that would result in
immediate taxation of Deferred Stock Benefits to
Participants. Notwithstanding the preceding sentence, if
any amendment to the Plan, subsequent to the date the Plan
becomes effective, adversely affects Deferred Stock Benefits
hereunder, after the effective date of any such amendment,
and the Internal Revenue Service declines to rule favorably
on any such amendment or to rule favorably only if the Board
makes amendments to the Plan not acceptable to the Board,
the Board, in its sole discretion, may accelerate the
distribution of part or all amounts attributable to affected
Deferred Stock Benefits due Participants and Beneficiaries
hereunder.
13. NOTICES. Notices and elections under this Plan must be in
writing. A notice or election is deemed delivered if it is
delivered personally or if it is mailed by registered or
certified mail to the person at his or her last known
business address.
14. WAIVER. The waiver of a breach of any provision in this
Plan does not operate as and may not be construed as a
waiver of any later breach.
15. CONSTRUCTION. This Plan is created, adopted, and maintained
according to the laws of the Commonwealth of Virginia
(except its choice-of-law rules). It is governed by those
laws in all respects except to the extent that the laws of
the United States apply to the Plan. Headings and captions
are only for convenience; they do not have substantive
meaning. If a provision of this Plan is not valid or not
enforceable, that fact in no way affects the validity or
enforceability of any other provision. Use of one gender
includes all, and the singular and plural include each
other.
16. EFFECTIVENESS. The Board adopted this Plan subject to the
approval of the Company's shareholders at the 1996 annual
meeting of the Company. If the requisite shareholder
approval is not obtained (i) this Plan shall be deemed void
ab initio, (ii) amounts credited to Participants' Accounts
shall be forfeited and (iii) deferred Compensation (and any
earnings credited under subsection 6(b)) shall be paid to
participants as soon as practicable after such meeting or
credited to Participants' accounts under the Company's
Deferred Compensation Plan for Outside Directors in
accordance with each Participant's written instructions
delivered to the Administrator before the Effective Date.
IN WITNESS WHEREOF, Crestar Financial Corporation has
caused this Plan to be executed by its duly authorized officer
effective as of January 1, 1996.
CRESTAR FINANCIAL CORPORATION
By:______________________________
Title:___________________________
DOCSOPEN\RICHMOND\02720\33411\002244\z$$01!.DOC
Document #: 46026
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.33411.2244
(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 100,000 shares of the Company's Common
Stock (the "Shares"), to be offered pursuant to the Crestar Financial
Corporation Directors' Equity 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 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
