SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 27, 1998
CRESTAR FINANCIAL CORPORATION
(Exact name of registrant as specified in charter)
Virginia 1-7083 54-0722175
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
919 East Main Street, P. O. Box 26665,
Richmond, Virginia 23261-6665
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 804-782-5000
<PAGE>
Item 5. Other Events
This Current Report on Form 8-K is being filed in order
to file as exhibits hereto (i) the Underwriting Agreement
dated January 22, 1998 between Crestar Financial Corporation
and UBS Securities LLC, Lehman Brothers Inc. and Morgan
Stanley & Co. Incorporated, relating to the Registrant's 6
1/2% Putable/Callable Subordinated Notes due January 15,
2018, Putable/Callable January 15, 2008 (the "Notes"); (ii)
the First Supplemental Indenture dated January 1, 1998
between Crestar Financial Corporation and The Chase
Manhattan Bank relating to the Registrant's 6 1/2%
Putable/Callable Subordinated Notes due January 15, 2008,
Putable/Callable January 15, 2018; and (iii) the
Registrant's press release dated January 27, 1998 describing
the sale of the Notes.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly
authorized.
CRESTAR FINANCIAL CORPORATION
Date: January 30, 1998 By: /s/ John C. Clark, III
John C. Clark, III
Senior Vice President and
General Counsel
<PAGE>
EXHIBIT INDEX
1 Underwriting Agreement dated January 27, 1998.
4.1 First Supplemental Indenture dated January 1,
1998.
99.1 Press release dated January 27, 1998.
$150,000,000
CRESTAR FINANCIAL CORPORATION
Putable/Callable Subordinated Notes
Due January 15, 2018
Putable/Callable January 15, 2008
UNDERWRITING AGREEMENT
January 22, 1998
<PAGE>
January 22, 1998
UBS Securities LLC
Lehman Brothers Inc.
Morgan Stanley & Co. Incorporated
c/o Union Bank of Switzerland
299 Park Avenue
New York, New York 10171
Dear Sirs:
Crestar Financial Corporation, a Virginia corporation
(the "Company"), proposes to issue and sell to the several
Underwriters named in Schedule I hereto (the "Underwriters")
$150,000,000 principal amount of its 6.50% Putable/Callable
Subordinated Notes Due January 15, 2018 Putable/Callable
January 15, 2008 (the "Securities") to be issued pursuant to
the provisions of an indenture dated as of September 1, 1993
between the Company and Chemical Bank, as Trustee, as
supplemented by the First Supplemental Indenture dated
January 1, 1998 between the Company and The Chase Manhattan
Bank N.A. (collectively, the "Indenture"). Concurrently
with the issuance of the Notes, Union Bank of Switzerland,
London branch and Morgan Stanley & Co. International Limited
(together with Union Bank of Switzerland, London branch, the
"Callholders") will enter into a Confirmation dated as of
January 27, 1998 (the "Call Option") pursuant to which each
Callholder has the right to purchase its pro rata share of
the Notes at 100% of the aggregate principal amount on
January 15, 2008.
The Company has filed with the Securities and Exchange
Commission (the "Commission") a registration statement (File
No. 33-50387), including a prospectus, relating to the
Securities. The registration statement, as amended at the
time it (or the most recent post-effective amendment
thereto) became effective, is hereinafter referred to as the
Registration Statement; the prospectus relating to the
Securities, as filed with, or mailed for filing to, the
Commission pursuant to Rule 424 under the Securities Act of
1933, as amended (the "Securities Act"), is hereinafter
referred to as the Basic Prospectus; the prospectus
supplement specifically relating to the Securities, as filed
with, or mailed for filing to, the Commission pursuant to
Rule 424 under the Securities Act is hereinafter referred to
as the Prospectus Supplement; the Basic Prospectus, together
with the Prospectus Supplement, is hereinafter referred to
as the Prospectus (including, in the case of all references
to the Registration Statement, the Basic Prospectus, the
Prospectus Supplement or the Prospectus, documents
incorporated therein by reference).
I.
The Company represents and warrants to each of the
Underwriters that :
(a) The Registration Statement has become effective;
no stop order suspending the effectiveness of the
Registration Statement is in effect, and no proceedings for
such purpose are pending before or threatened by the
Commission.
(b) (i) Each document, if any, filed or to be filed
pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act") and incorporated by reference in the
Prospectus complied or will comply when so filed in all
material respects with the Exchange Act and the applicable
rules and regulations of the Commission thereunder, (ii)
each part of the Registration Statement, when such part
became effective, did not contain and each such part, as
amended or supplemented, if applicable, will not contain any
untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to
make the statements therein not misleading, (iii) the
Registration Statement and the Prospectus comply and, as
amended or supplemented, if applicable, will comply in all
material respects with the Securities Act and the applicable
rules and regulations of the Commission thereunder, (iv) the
Prospectus does not contain and, as amended or supplemented,
if applicable, will not contain any untrue statement of a
material fact or omit to state a material fact necessary to
make the statements therein, in the light of the
circumstances under which they were made, not misleading,
except that the representations and warranties set forth in
this paragraph 1(b) do not apply (A) to statements or
omissions in the Registration Statement or the Prospectus
based upon information relating to any Underwriter furnished
to the Company in writing by such Underwriter through you
expressly for use therein or (B) to that part of the
Registration Statement that constitutes the Statement of
Eligibility and Qualification of the Trustee (Form T-1)
under the Trust Indenture Act of 1939, as amended (the
"Trust Indenture Act") and (v) the consolidated historical
financial statements, together with related schedules and
notes, included or incorporated by reference in the
Prospectus (and any amendment or supplement thereto),
present fairly the consolidated financial position of the
Company and its subsidiaries at the respective dates
indicated and the results of their operations and their cash
flows for the respective periods indicated in accordance
with generally accepted accounting principles consistently
applied throughout such periods; and there has been no
material adverse change not in the ordinary course of
business in the consolidated financial position of the
Company since September 30, 1997, except as disclosed in
the Prospectus.
(c) The Company has been duly incorporated, is validly
existing as a corporation in good standing under the laws of
the jurisdiction of its incorporation, is duly registered as
a bank holding company under the Bank Holding Company Act of
1956, as amended, has the corporate power and authority to
own its property and to conduct its business as described in
the Prospectus and is duly qualified to transact business
and is in good standing in each jurisdiction in which the
conduct of its business or its ownership or leasing of
property requires such qualification, except to the extent
that the failure to be so qualified or be in good standing
would not have a material adverse effect on the Company and
its subsidiaries, taken as a whole.
(d) All of the issued and outstanding capital stock of
Crestar Bank, a Virginia banking corporation, has been duly
and validly issued and is fully paid and non-assessable and
all of such capital stock is owned, directly or indirectly,
by the Company, free and clear of any mortgage, pledge,
lien, encumbrance, claim or equity.
(e) Crestar Bank has been duly incorporated, is
validly existing as a banking corporation in good standing
under the laws of the Commonwealth of Virginia, has the
corporate power and authority to own its property and to
conduct its business as described in the Prospectus and is
duly qualified to transact business and is in good standing
in each jurisdiction in which the conduct of its business or
its ownership or leasing of property requires such
qualification, except to the extent that the failure to be
so qualified or be in good standing would not have a
material adverse effect on the Company and its subsidiaries,
taken as a whole.
(f) Each other subsidiary of the Company has been duly
incorporated, is validly existing as a corporation in good
standing under the laws of the jurisdiction of its
incorporation, has the corporate power and authority to own
its property and to conduct its business as described in the
Prospectus and is duly qualified to transact business and is
in good standing in each jurisdiction in which the conduct
of its business or its ownership or leasing of property
requires such qualification, except to the extent that the
failure to be so qualified or be in good standing would not
have a material adverse effect on the Company and its
subsidiaries, taken as a whole.
(g) The Company and its subsidiaries are in compliance
in all material respects with all laws administered by and
regulations of the Board of Governors of the Federal Reserve
System (the "Board"), the Federal Deposit Insurance
Corporation (the "FDIC") and any state bank regulatory
authority with jurisdiction over Crestar Bank, the failure
to comply with which would have a material adverse effect on
the Company and its subsidiaries, taken as a whole.
(h) The Company is not an "investment company" or an
entity "controlled" by an "investment company", as such
terms are defined in the Investment Company Act of 1940, as
amended.
(i) This Agreement has been duly authorized, executed
and delivered by the Company.
(j) The Indenture has been duly qualified under the
Trust Indenture Act and has been duly authorized, executed
and delivered by the Company and is a valid and binding
agreement of the Company, enforceable in accordance with its
terms except as (i) the enforceability thereof may be
limited by bankruptcy, insolvency or similar laws affecting
creditors' rights generally and (ii) rights of acceleration
and the availability of equitable remedies may be limited by
equitable principles of general applicability.
(k) The Securities have been duly authorized and, when
executed and authenticated in accordance with the provisions
of the Indenture and delivered to and paid for by the
Underwriters in accordance with the terms of this Agreement,
will be entitled to the benefits of the Indenture, and will
be valid and binding obligations of the Company, enforceable
in accordance with their terms except as (i) the
enforceability thereof may be limited by bankruptcy,
insolvency or similar laws affecting creditors' rights
generally and (ii) rights of acceleration and the
availability of equitable remedies may be limited by
equitable principles of general applicability.
(l) The execution and delivery by the Company of, and
the performance by the Company of its obligations under,
this Agreement, the Indenture and the Securities will not
contravene any provision of applicable law or the articles
of incorporation or by-laws of the Company or Crestar Bank
or any agreement or other instrument binding upon the
Company or any of its subsidiaries that is material to the
Company and its subsidiaries, taken as a whole, or any
judgment, order or decree of any governmental body, agency
or court having jurisdiction over the Company or any of its
subsidiaries, and no consent, approval, authorization or
order of, or qualification with, any governmental body or
agency is required for the performance by the Company of its
obligations under this Agreement, the Indenture or the
Securities, except such as may be required by the securities
or Blue Sky laws of the various states in connection with
the offer and sale of the Securities.
(m) There has not occurred any material adverse
change, or any development involving a prospective material
adverse change, in the condition, financial or otherwise, or
in the earnings, business or operations of the Company and
its subsidiaries, taken as a whole, from that set forth in
the Prospectus.
(n) There are no legal or governmental proceedings
pending or threatened to which the Company or any of its
subsidiaries is a party or to which any of the properties of
the Company or any of its subsidiaries is subject that are
required to be described in the Registration Statement or
the Prospectus and are not so described or any statutes,
regulations, contracts or other documents that are required
to be described in the Registration Statement or the
Prospectus or to be filed as exhibits to the Registration
Statement that are not described or filed as required.
(o) Each preliminary prospectus filed as part of the
registration statement as originally filed or as part of any
amendment thereto, or filed pursuant to Rule 424 under the
Securities Act, complied when so filed in all material
respects with the Securities Act and the rules and
regulations of the Commission thereunder.
(p) Each of the Company and its subsidiaries has all
necessary consents, authorizations, approvals, orders,
certificates and permits of and from, and has made all
declarations and filings with, all federal, state, local and
other governmental authorities, all self-regulatory
organizations and all courts and other tribunals, to own,
lease, license and use its properties and assets and to
conduct its business in the manner described in the
Prospectus, except to the extent that the failure to obtain
any such consent, authorization, approval, order,
certificate or permit, or to make any such declaration or
filing, would not have a material adverse effect on the
Company and its subsidiaries taken as a whole.
II.
The Company hereby agrees to sell to the several
Underwriters, and the Underwriters, upon the basis of the
representations and warranties herein contained, but subject
to the conditions hereinafter stated, agree, severally and
not jointly, to purchase from the Company the respective
principal amounts of Securities set forth in Schedule I
hereto opposite their names for the sum of (i) 99.172% of
the principal amount of the securities, if any, (ii)
$1,953,750 which represents the purchase price of the Call
Option to be purchased by the Union Bank of Switzerland,
London Branch and (iii) $1,953,750 which represents the
purchase price of the Call Option to be purchased by Morgan
Stanley & Co. International Limited (the "Callholders").
III.
The Company is advised by you that the Underwriters
propose to make a public offering of their respective
portions of the Securities as soon after this Agreement has
become effective as in your judgment is advisable. The
Company is further advised by you that the Securities are to
be offered to the public initially at 99.822% of their
principal amount - the public offering price - plus accrued
interest and to certain dealers selected by you at a price
that represents a concession not in excess of 0.40% of
their principal amount under the public offering price, and
that any Underwriter may allow, and such dealers may
reallow, a concession, not in excess of 0.125% of their
principal amount, to any Underwriter or to certain other
dealers.
IV.
Payment for the Securities shall be made by electronic
transfer to the order of the Company in Federal same-day
funds at the office of UBS Securities LLC, 299 Park Avenue,
New York, New York, at 10:00 A.M., local time, on January
27, 1998. The time and date of such payment are hereinafter
referred to as the Closing Date.
The Securities shall be represented by one or more
global certificates that will be deposited with The
Depository Trust Company ("DTC") and registered in the name
of DTC's nominee. Ownership interests in the Securities
shall be delivered to you in book-entry form through the
book-entry facilities of DTC for the respective accounts of
the several Underwriters or their nominees that are
participants in DTC, with any transfer taxes payable in
connection with the transfer of the Securities to the
Underwriters duly paid, against payment of the purchase
price therefor.
V.
The several obligations of the Underwriters hereunder
are subject to the following conditions:
(a) Subsequent to the execution and delivery of this
Agreement and prior to the Closing Date,
(i) there shall not have occurred any
downgrading, nor shall any notice have been given of
any intended or potential downgrading or of any review
for a possible change that does not indicate the
direction of the possible change, in the rating
accorded any of the Company's securities by
any "nationally recognized statistical rating
organization," as such term is defined for purposes of
Rule 436(g)(2) under the Securities Act; and
(ii) there shall not have occurred any change, or
any development involving a prospective change, in the
condition, financial or otherwise, or in the earnings,
business or operations, of the Company and its
subsidiaries, taken as a whole, from that set forth in
the Registration Statement or incorporated therein by
reference, that, in your judgment, is material and
adverse and that makes it, in your judgment,
impracticable to market the Securities on the
terms and in the manner contemplated in the Prospectus.
(b) The Underwriters shall have received on the
Closing Date a certificate, dated the Closing Date and
signed by an executive officer of the Company, to the effect
set forth in clause (a)(i) above and to the effect that the
representations and warranties of the Company contained in
this Agreement are true and correct in all material respects
as of the Closing Date and that the Company has complied
with all of the agreements and satisfied all of the
conditions on its part to be performed or satisfied on or
before the Closing Date.
The officer signing and delivering such certificate may
rely upon the best of his knowledge as the proceedings
threatened.
(c) You shall have received on the Closing Date an
opinion of Hunton & Williams, counsel for the Company, dated
the Closing Date, to the effect that
(i) the Company has been duly incorporated, is
validly existing as a corporation in good standing
under the laws of the jurisdiction of its
incorporation, is duly registered as a bank holding
company under the Bank Holding Company Act of 1956,
as amended, has the corporate power and authority to
own its property and to conduct its business as
described in the Prospectus and is duly qualified to
transact business and is in good standing in Virginia,
Maryland and the District of Columbia to the extent
the conduct of its business or its ownership or
leasing of property requires such qualification,
except to the extent that the failure to be so
qualified or be in good standing would not have a
material adverse effect on the Company and its
subsidiaries, taken as a whole;
(ii) Crestar Bank has been duly incorporated as a
bank in good standing under the laws of the Commonwealth
of Virginia, has the corporate power and authority to own
its property and to conduct its business as described in
the Prospectus and is duly qualified to transact business
and is in good standing in Virginia, Maryland and the
District of Columbia to the extent the conduct of its
business or its ownership or leasing of property requires
such qualification, except to the extent that the failure
to be so qualified or be in good standing would not have
a material adverse effect on the Company and its
subsidiaries, taken as a whole;
(iii) each of Crestar Insurance Agency, Inc.,
Crestar Securities Corporation, Crestar Mortgage
Corporation, and Crestar Asset Management Company,
MORTGAGEWRIGHT, INC. has been duly incorporated, is
validly existing as a corporation in good standing
under the laws of the jurisdiction of its incorporation,
has the corporate power and authority to own its
property and to conduct its business as described in the
Prospectus;
(iv) this Agreement has been duly authorized,
executed and delivered by the Company;
(v) the Indenture has been duly qualified under
the Trust Indenture Act and has been duly authorized,
executed and delivered by the Company and is a valid
and binding agreement of the Company, enforceable in
accordance with its terms except as (a) the
enforceability thereof may be limited by bankruptcy,
insolvency or similar laws affecting creditors' rights
generally and (b) rights of acceleration and the
availability of equitable remedies may be limited by
equitable principles of general applicability;
(vi) the Securities have been duly authorized
and, when executed and authenticated in accordance
with the provisions of the Indenture and delivered to
and paid for by the Underwriters in accordance with
the terms of this Agreement, will be entitled to the
benefits of the Indenture and will be valid and
binding obligations of the Company, enforceable in
accordance with their terms except as (a) the
enforceability thereof may be limited by bankruptcy,
insolvency or similar laws affecting creditors' rights
generally and (b) rights of acceleration and the
availability of equitable remedies may be limited by
equitable principles of general applicability;
(vii) the execution and delivery by the Company
of, and the performance by the Company of its
obligations under, this Agreement, the Securities and
the Indenture will not contravene any provision of
applicable law or the articles of incorporation or
by-laws of the Company or Crestar Bank or, to such
counsel's knowledge, any agreement or other
instrument binding upon the Company or any of its
subsidiaries that is material to the Company and its
subsidiaries, taken as a whole, or, to such counsel's
knowledge, any judgment, order or decree of any
governmental body, agency or court having jurisdiction
over the Company or any of its subsidiaries, and no
consent, approval, authorization or order of or
qualification with any governmental body or agency is
required for the performance by the Company of its
obligations under this Agreement, the Securities and
the Indenture, except such as may be required by the
securities or Blue Sky laws of the various states in
connection with the offer and sale of the Securities;
(viii) the statements (1) in the Prospectus under
the caption "Description of Notes", "Regulatory
Matters", "Description of Debt Securities" and "Plan of
Distribution" and (2) in the Registration Statement
under Item 15, in each case insofar as such statements
constitute summaries of the legal matters, documents
and proceedings referred to therein, fairly present the
information called for with respect to such legal
matters, documents and proceedings and fairly summarize
the matters referred to therein;
(x) the statements set forth in the Prospectus
Supplement under the caption "Certain Federal Income
Tax Considerations," to the extent that they constitute
matters of law or legal conclusions with respect
thereto, have been reviewed by us and are correct in
all material respects;
(xi) after due inquiry, such counsel does not
know of any legal or governmental proceedings pending or
threatened to which the Company or any of its
subsidiaries is a party or to which any of the
properties of the Company or any of its subsidiaries is
subject that are required to be described in the
Registration Statement or the Prospectus and are not so
described or of any statutes, regulations, contracts or
other documents that are required to be described in the
Registration Statement or the Prospectus or to be filed
as exhibits to the Registration Statement that are not
described or filed as required; and
(xii) such counsel (1) is of the opinion that each
document filed pursuant to the Exchange Act and
incorporated by reference in the Registration Statement
and the Prospectus (except for financial statements and
schedules and other financial and statistical
information as to which such counsel need not express
any opinion) complied when so filed as to form in all
material respects with the Exchange Act and the
applicable rules and regulations of the Commission
thereunder, (2) is of the opinion that the Registration
Statement and Prospectus (except for financial
statements and schedules and other financial and
statistical information included therein as to which
such counsel need not express any opinion) comply as to
form in all material respects with the Securities Act
and the rules and regulations of the Commission
thereunder, (3) believes that (except for financial
statements and schedules and other financial and
statistical information as to which such counsel need
not express any belief and except for that part of the
Registration Statement that constitutes the Form T-1
heretofore referred to) the Registration Statement and
the Basic Prospectus at the time the most recent post-
effective amendment to the Registration Statement
became effective did not contain any untrue statement
of a material fact or omit to state a material fact
required to be stated therein or necessary to make the
statements therein not misleading and (4) believes
that (except for financial statements and schedules
and other financial and statistical information as
to which such counsel need not express any belief) the
Prospectus as of the Closing Date does not contain any
untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements
therein, in light of the circumstances under which they
were made, not misleading.
(d) You shall have received on the Closing Date an
opinion of Linda F. Rigsby, Esq., Deputy General Counsel to
the Company, dated the Closing Date, to the effect that
(i) all of the issued and outstanding capital
stock of Crestar Bank has been duly and validly issued
and is fully paid and non-assessable and to such
counsel's knowledge is owned, directly or indirectly,
by the Company, free and clear of any mortgage, pledge,
lien, encumbrance, claim or equity;
(ii) The Company and its subsidiaries are in
compliance in all material respects with all applicable
regulations of the Board of Governors of the Federal
Reserve System (the "Board"), the Federal Deposit
Insurance Corporation (the "FDIC") and any state bank
regulatory authority with jurisdiction over any Crestar
Bank, the failure to comply with which would have a
material adverse effect on the Company and its
subsidiaries, taken as a whole; and
(iii) to the best knowledge of such counsel, each
of the Company and its subsidiaries has all necessary
consents, authorizations, approvals, orders,
certificates and permits of and from, and has made all
declarations and filings with, all federal, state, local
and other governmental authorities, all self-regulatory
organizations and all courts and other tribunals, to own,
lease, license and use its properties and assets and to
conduct its business in the manner described in the
Prospectus, except to the extent that the failure to
obtain any such consent, authorization, approval, order,
certificate or permit, or to make any such declaration
or filing, would not have a material adverse effect on
the Company and its subsidiaries, taken as a whole.
(e) You shall have received on the Closing Date an
opinion of Skadden, Arps, Slate, Meagher & Flom LLP, special
counsel for the Underwriters, dated the Closing Date,
covering the matters referred to in subparagraphs (v), (vi),
(vii), (ix) (plus the statements in the Prospectus
Supplement under "Underwriters") and clause (4) of
subparagraph (xii) of paragraph (c) above.
With respect to subparagraph (xii) of paragraph (c)
above, Hunton & Williams may state that their opinion and
belief are based upon their participation in the preparation
of the Registration Statement and Prospectus and any
amendments or supplements thereto and documents incorporated
therein by reference and review and discussion of the
contents thereof, but are without independent check or
verification except as specified. With respect to clause
(4) of subparagraph (xii) of paragraph (c) above, Skadden,
Arps, Slate, Meagher & Flom LLP may state that their opinion
and belief are based upon their participation in the
preparation of the Prospectus Supplement (other than the
documents incorporated by reference), but are without
independent check or verification except as specified. In
addition, in rendering its opinion, Skadden, Arps, Slate,
Meagher & Flom LLP may rely upon the opinion of Hunton &
Williams referred to in paragraph (c) above as to all
matters of Virginia law.
The opinion of Hunton & Williams described in paragraph
(c) above shall be rendered to you at the request of the
Company and shall so state therein.
(f) You shall have received on the Closing Date a
letter dated the Closing Date in form and substance
satisfactory to you, from KPMG Peat Marwick LLP, independent
public accountants for the Company, containing statements
and information of the type ordinarily included in
accountants' "comfort letters" to underwriters with respect
to the financial statements and certain financial
information contained in, or incorporated by reference into,
the Registration Statement and the Prospectus.
(g) The Company shall have delivered the Call Option
to the Callholders.
VI.
In further consideration of the agreements of the
Underwriters herein contained, the Company covenants as
follows:
(a) To furnish you, without charge, six signed copies
of the Registration Statement (including exhibits thereto
and documents incorporated by reference ) and for delivery
to each other Underwriter a conformed copy of the
Registration Statement (without exhibits thereto but
including documents incorporated by reference) and, during
the period mentioned in paragraph (c) below, as many copies
of the Prospectus, any documents incorporated by reference,
and any supplements and amendments thereto as you may
reasonably request. The terms "supplement" and "amendment"
or "amend" as used in this Agreement shall include all
documents subsequently filed by the Company with the
Commission pursuant to the Exchange Act that are deemed to
be incorporated by reference in the Prospectus.
(b) Before amending or supplementing the Registration
Statement or the Prospectus, to furnish to you a copy of
each such proposed amendment or supplement and not to file
any such proposed amendment or supplement to which you
reasonably object.
(c) If, during such period after the first date of the
public offering of the Securities as in the opinion of your
counsel the Prospectus is required by law to be delivered in
connection with sales by an Underwriter or dealer, any event
shall occur or condition exist as a result of which it is
necessary to amend or supplement the Prospectus in order to
make the statements therein, in the light of the
circumstances when the Prospectus is delivered to a
purchaser, not misleading, or if, in the opinion of your
counsel, it is necessary to amend or supplement the
Prospectus to comply with law, forthwith to prepare, file
with the Commission and furnish, at its own expense, to the
Underwriters and to the dealers (whose names and addresses
you will furnish to the Company) to which Securities may
have been sold by you on behalf of the Underwriters and to
any other dealers upon request, either amendments or
supplements to the Prospectus so that the statements in the
Prospectus as so amended or supplemented will not, in the
light of the circumstances when the Prospectus is delivered
to a purchaser, be misleading or so that the Prospectus, as
amended or supplemented, will comply with law.
(d) To endeavor to qualify the Securities for offer
and sale under the securities or Blue Sky laws of such
jurisdictions as you shall reasonably request and to pay all
expenses (including fees and disbursements of counsel) in
connection with such qualification.
(e) To make generally available to the Company's
security holders and to you as soon as practicable an
earning statement covering the twelve-month period ending
December 31, 1997 that satisfies the provisions of Section
11(a) of the Securities Act and the rules and regulations of
the Commission thereunder.
(f) During the period beginning on the date hereof and
continuing to and including the Closing Date, not to offer,
sell, contract to sell or otherwise dispose of any debt
securities of the Company or warrants to purchase debt
securities of the Company substantially similar to the
Securities (other than (i) the Securities and (ii)
commercial paper issued in the ordinary course of business),
without your prior written consent.
VII.
The Company agrees to indemnify and hold harmless each
Underwriter and each person, if any, who controls such
Underwriter within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act, from and
against any and all losses, claims, damages and liabilities
(including, without limitation, any legal or other expenses
reasonably incurred by any Underwriter or any such
controlling person in connection with defending or
investigating any such action or claim) caused by any untrue
statement or alleged untrue statement of a material fact
contained in the Registration Statement or any amendment
thereof, any preliminary prospectus or the Prospectus (as
amended or supplemented if the Company shall have furnished
any amendments or supplements thereto), or caused by any
omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as such
losses, claims, damages or liabilities are caused by any
such untrue statement or omission or alleged untrue
statement or omission based upon information relating to any
Underwriter furnished to the Company in writing by such
Underwriter through you expressly for use therein; provided,
however, that the foregoing indemnity agreement with respect
to any preliminary prospectus shall not inure to the benefit
of any Underwriter from whom the person asserting any such
losses, claims, damages or liabilities purchased Securities,
or any person controlling such Underwriter, if a copy of the
Prospectus (as then amended or supplemented if the Company
shall have furnished any amendments or supplements thereto)
was not sent or given by or on behalf of such Underwriter to
such person, if required by law so to have been delivered,
at or prior to the written confirmation of the sale of the
Securities to such person, and if the Prospectus (as so
amended or supplemented) would have cured the defect giving
rise to such losses, claims, damages or liabilities.
Each Underwriter agrees, severally and not jointly, to
indemnify and hold harmless the Company, its directors, its
officers who sign the Registration Statement and each
person, if any, who controls the Company within the meaning
of either Section 15 of the Securities Act or Section 20 of
the Exchange Act to the same extent as the foregoing
indemnity from the Company to such Underwriter, but only
with reference to information relating to such Underwriter
furnished to the Company in writing by such Underwriter
through you expressly for use in the Registration Statement,
any preliminary prospectus, the Prospectus or any amendments
or supplements thereto.
In case any proceeding (including any governmental
investigation) shall be instituted involving any person in
respect of which indemnity may be sought pursuant to either
of the two preceding paragraphs, such person (the
"indemnified party") shall promptly notify the person
against whom such indemnity may be sought (the "indemnifying
party") in writing and the indemnifying party, upon request
of the indemnified party, shall retain counsel reasonably
satisfactory to the indemnified party to represent the
indemnified party and any others the indemnifying party may
designate in such proceeding and shall pay the fees and
disbursements of such counsel related to such proceeding. In
any such proceeding, any indemnified party shall have the
right to retain its own counsel, but the fees and expenses
of such counsel shall be at the expense of such indemnified
party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such
counsel or (ii) the named parties to any such proceeding
(including any impleaded parties) include both the
indemnifying party and the indemnified party and
representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests
between them. It is understood that the indemnifying party
shall not, in respect of the legal expenses of any
indemnified party in connection with any proceeding or
related proceedings in the same jurisdiction, be liable for
the fees and expenses of more than one separate firm (in
addition to any local counsel) for all such indemnified
parties and that all such fees and expenses shall be
reimbursed as they are incurred. Such firm shall be
designated in writing by UBS Securities LLC, in the case of
parties indemnified pursuant to the second preceding
paragraph, and by the Company, in the case of parties
indemnified pursuant to the first preceding paragraph. The
indemnifying party shall not be liable for any settlement of
any proceeding effected without its written consent, but if
settled with such consent or if there be a final judgment
for the plaintiff, the indemnifying party agrees to
indemnify the indemnified party from and against any loss or
liability by reason of such settlement or judgment.
Notwithstanding the foregoing sentence, if at any time an
indemnified party shall have requested an indemnifying party
to reimburse the indemnified party for fees and expenses of
counsel as contemplated by the second and third sentences of
this paragraph, the indemnifying party agrees that it shall
be liable for any settlement of any proceeding effected
without its written consent if (i) such settlement is
entered into more than 30 days after receipt by such
indemnifying party of the aforesaid request and (ii) such
indemnifying party shall not have reimbursed the indemnified
party in accordance with such request prior to the date of
such settlement. No indemnifying party shall, without the
prior written consent of the indemnified party, effect any
settlement of any pending or threatened proceeding in
respect of which any indemnified party is or could have been
a party and indemnity could have been sought hereunder by
such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all
liability on claims that are the subject matter of such
proceeding.
If the indemnification provided for in the first or
second paragraph of this Article VII is unavailable to an
indemnified party or insufficient in respect of any losses,
claims, damages or liabilities referred to therein, then
each indemnifying party under such paragraph, in lieu of
indemnifying such indemnified party thereunder, shall
contribute to the amount paid or payable by such indemnified
party as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to
reflect the relative benefits received by the Company on the
one hand and the Underwriters on the other hand from the
offering of the Securities or (ii) if the allocation
provided by clause (i) above is not permitted by applicable
law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above
but also the relative fault of the Company on the one hand
and of the Underwriters on the other hand in connection with
the statements or omissions that resulted in such losses,
claims, damages or liabilities, as well as any other
relevant equitable considerations. The relative benefits
received by the Company on the one hand and the Underwriters
on the other hand in connection with the offering of the
Securities shall be deemed to be in the same respective
proportions as the net proceeds from the offering of the
Securities (before deducting expenses) received by the
Company and the total underwriting discounts and commissions
received by the Underwriters, in each case as set forth in
the table on the cover of the Prospectus Supplement, bear to
the aggregate public offering price of the Securities. The
relative fault of the Company on the one hand and of the
Underwriters on the other hand shall be determined by
reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission
or alleged omission to state a material fact relates to
information supplied by the Company or by the Underwriters
and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such
statement or omission. The Underwriters' respective
obligations to contribute pursuant to this Article VII are
several in proportion to the respective principal amounts of
Securities they have purchased hereunder, and not joint.
The Company and the Underwriters agree that it would
not be just or equitable if contribution pursuant to this
Article VII were determined by pro rata allocation (even if
the Underwriters were treated as one entity for such
purpose) or by any other method of allocation that does not
take account of the equitable considerations referred to in
the immediately preceding paragraph. The amount paid or
payable by an indemnified party as a result of the losses,
claims, damages and liabilities referred to in the
immediately preceding paragraph shall be deemed to include,
subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this
Article VII, no Underwriter shall be required to contribute
any amount in excess of the amount by which the total price
at which the Securities underwritten by it and distributed
to the public were offered to the public exceeds the amount
of any damages that such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty
of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such
fraudulent misrepresentation. The remedies provided for in
this Article VII are not exclusive and shall not limit any
rights or remedies which may otherwise be available to any
indemnified party at law or in equity.
The indemnity and contribution provisions contained in
this Article VII and the representations and warranties of
the Company contained in this Agreement shall remain
operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made
by or on behalf of any Underwriter or any person controlling
any Underwriter or by or on behalf of the Company and (iii)
acceptance of and payment for any of the Securities.
VIII.
(a) The Company, hereby assigns, transfers, conveys
and sets over to the Callholders, with respect to
$75,000,000 principal amount of Securities to Union Bank of
Switzerland, London branch and with respect to $75,000,000
principal amount of Securities to Morgan Stanley & Co.
International Limited, its right, title and interest in, to
and under the Call Option under the Securities.
(b) The Company agrees that this assignment is
irrevocable, and that it will not take any action that is
inconsistent with this assignment or make any other
assignment inconsistent herewith. The Company will, from
time to time upon the request of the Indenture Trustee,
execute all instruments of further assurance and all such
supplemental instruments with respect to this assignment as
the Indenture Trustee may specify.
IX.
This Agreement shall be subject to termination by
notice given by you to the Company, if (a) after the
execution and delivery of this Agreement and prior to the
Closing Date (i) trading generally shall have been suspended
or materially limited on or by, as the case may be, any of
the New York Stock Exchange, the American Stock Exchange,
the National Association of Securities Dealers, Inc., the
Chicago Board of Options Exchange, the Chicago Mercantile
Exchange or the Chicago Board of Trade, (ii) trading of any
securities of the Company shall have been suspended on any
exchange or in any over-the-counter market, (iii) a general
moratorium on commercial banking activities in New York,
Virginia, Maryland or the District of Columbia shall have
been declared by either Federal or New York, Virginia,
Maryland or the District of Columbia authorities or (iv)
there shall have occurred any outbreak or escalation of
hostilities or any change in financial markets or any
calamity or crisis that, in your judgment, is material and
adverse and (b) in the case of any of the events specified
in clauses (a) (i) through (iv) such event singly or
together with any other such event makes it, in your
judgment, impracticable to market the Securities on the
terms and in the manner contemplated in the Prospectus.
X.
This Agreement shall become effective upon the
execution and delivery hereof by the parties hereto.
If, on the Closing Date, any one or more of the
Underwriters shall fail or refuse to purchase Securities
that it or they have agreed to purchase Securities that it
or they have agreed to purchase hereunder on such date, and
the aggregate principal amount of Securities which such
defaulting Underwriter or Underwriters agreed but failed or
refused to purchase is not more than one-tenth of the
aggregate principal amount of the Securities to be purchased
on such date, the other Underwriters shall be obligated
severally in the proportions that the principal amount of
Securities set forth opposite their respective names in
Schedule I bears to the principal amount of Securities set
forth opposite the names of all such non-defaulting
Underwriters, or in such other proportions as you may
specify, to purchase the Securities which such defaulting
Underwriter or Underwriters agreed but failed or refused to
purchase on such date; provided that in no event shall the
principal amount of Securities that any Underwriter has
agreed to purchase pursuant to Article II be increased
pursuant to this Article X by an amount in excess of one-
ninth of such principal amount of Securities without the
written consent of such Underwriter. If, on the Closing
Date, any Underwriter or Underwriters shall fail or refuse
to purchase Securities and the aggregate principal amount of
Securities with respect to which such default occurs is more
than one-tenth of the aggregate principal amount of
Securities to be purchased on such date, and arrangements
satisfactory to you and the Company for the purchase of such
Securities are not made within 36 hours after such default,
this Agreement shall terminate without liability on the part
of any non-defaulting Underwriter or the Company. In any
such case either you or the Company shall have the right to
postpone the Closing Date but in no event for longer than
seven days, in order that the required changes, if any, in
the Registration Statement and in the Prospectus or in any
other documents or arrangements may be effected. Any action
taken under this paragraph shall not relieve any defaulting
Underwriter from liability in respect of any default of such
Underwriter under this Agreement.
If this Agreement shall be terminated by the
Underwriters, or any of them, because of any failure or
refusal on the part of the Company to comply with the terms
or to fulfill any of the conditions of this Agreement, or if
for any reason the Company shall be unable to perform its
obligations under this Agreement, the Company will reimburse
the Underwriters or such Underwriters as have so terminated
this Agreement with respect to themselves, severally, for
all out-of-pocket expenses (including the fees and
disbursements of their counsel) reasonably incurred by such
Underwriters in connection with this Agreement or the
offering contemplated hereunder.
This Agreement may be signed in two or more
counterparts, each of which shall be an original, with the
same effect as if the signatures thereto and hereto were
upon the same instrument.
This Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York.
Very truly yours,
CRESTAR FINANCIAL CORPORATION
By_____________________________
Accepted, January 22, 1998
UBS Securities LLC
Lehman Brothers Inc.
Morgan Stanley & Co. Incorporated
Acting severally on behalf
of themselves and the
several Underwriters
named herein.
By UBS Securities LLC
By_____________________________
By UBS Securities LLC
By_____________________________
Morgan Stanley & Co. International Limited
Solely for the purpose of accepting
the assignment or the Call Option as
set forth in paragraph VIII hereof.
By_____________________________
Name:
Title:
Union Bank of Switzerland, London branch
Solely for the purpose of accepting
the assignment or the Call Option as
set forth in paragraph VIII hereof.
By_____________________________
Name:
Title:
By_____________________________
Name:
Title:
<PAGE>
SCHEDULE I
Principal Amount
of Securities
Underwriter To Be Purchased
UBS Securities LLC $50,000,000
Lehman Brothers Inc. $50,000,000
Morgan Stanley & Co. Incorporated $50,000,000
Total. . . . . . . . . . . . . $150,000,000
==================================================
CRESTAR FINANCIAL CORPORATION
AND
THE CHASE MANHATTAN BANK, Trustee
______________
FIRST SUPPLEMENTAL INDENTURE
Dated as of January 1, 1998
TO
INDENTURE
Dated as of September 1, 1993
________________
Subordinated Debt Securities
====================================================
<PAGE>
FIRST SUPPLEMENTAL INDENTURE, dated as of January 1,
1998 (the "First Supplemental Indenture"), to INDENTURE (the
"Original Indenture"), dated as of September 1, 1993,
between CRESTAR FINANCIAL CORPORATION, a corporation duly
organized and existing under the laws of the Commonwealth of
Virginia (herein called the "Company"), and THE CHASE
MANHATTAN BANK (formerly known as Chemical Bank), a
corporation duly organized and existing under the laws of
the State of New York, as Trustee (herein called the
"Trustee").
RECITALS OF THE COMPANY
The Company has heretofore issued pursuant to the
Indenture a series of Notes denominated its 8 3/4%
Subordinated Notes Due 2004.
The Company has duly authorized the creation of an
issue of its 6 1/2% Putable/Callable Subordinated Notes due
January 15, 2018, Putable/Callable January 15, 2008 (herein
called the "Notes") and to provide therefor the Company has
duly authorized the execution and delivery of this First
Supplemental Indenture (the Original Indenture, together
with the First Supplemental Indenture being hereinafter
called the "Indenture").
All things necessary to make the Notes, when executed
by the Company and authenticated and delivered hereunder and
duly issued by the Company, the valid obligations of the
Company, and to make the First Supplemental Indenture a
valid agreement of the Company, in accordance with their and
its terms, have been done.
Under Section 901(6) of the Indenture, the Company,
when authorized by a Board resolution, and the Trustee may,
without the consent of the Holders, enter into one or more
indentures supplemental to the Indenture for the purpose of
establishing the form or terms of Securities of any series
as permitted by Sections 201 and 301 of the Original
Indenture.
The entry into the First Supplemental Indenture by the
parties hereto is in all respects authorized by the
Indenture.
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE
WITNESSETH:
For and in consideration of the premises and the
purchase of the Notes by the Holders thereof, it is mutually
covenanted and agreed, for the equal and proportionate
benefit of all Holders of the Notes, as follows:
ARTICLE ONE
Section 101. Construction.
All references herein to Articles and Sections are
references to Articles and Sections of this First
Supplemental Indenture and all references to Articles and
Sections of the Original Indenture specify such Original
Indenture.
ARTICLE TWO
Section 201. Form of the Notes.
The Notes shall be issued in whole in the form of a
Global Security in substantially the form set forth in
Exhibit A, with such appropriate insertions, omissions,
substitutions and other variations as are required or
permitted by this First Supplemental Indenture.
ARTICLE THREE
The Notes
Section 301. Title and Terms.
The aggregate principal amount of the Notes which may
be authenticated and delivered under this First Supplemental
Indenture is limited to $150,000,000, except for Notes
authenticated and delivered upon registration of transfer
of, or in exchange for, or in lieu of, other Notes pursuant
to Sections 304, 305, 306 or 906 of the Indenture.
The Notes shall be known and designated as the
Company's "6 1/2% Putable/Callable Subordinated Notes due
January 15, 2018, Putable/Callable January 15, 2008." Their
maturity date shall be January 15, 2018 (the "Final Maturity
Date"), and (subject to Article Four) they shall bear
interest at the annual rate of 6 1/2% from January 27, 1998
or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, payable
semiannually on January 15 and July 15 in each year (each,
an "Interest Payment Date")commencing January 15, 1998 until
the principal thereof is paid or duly provided for.
The interest so payable on any January 15 or July 15
will, subject to certain exceptions provided in the
Indenture, be paid to the Persons in whose name the Notes
are registered on the fifteenth calendar day (whether or not
a Business Day) immediately preceding the related Interest
Payment Date.
The principal of and interest on the Notes shall be
payable at the office or agency of the Company in the City
of Richmond, Virginia or the Borough of Manhattan, The City
of New York, and at any other office or agency maintained by
the Company for such purpose; provided, however, that at the
option of the Company payment of interest may be made by
check mailed to the address of the persons entitled thereto
as such address shall appear in the Security Register.
The Notes shall be issued in denominations of $1,000
and integral multiples thereof. The Notes shall be issued
in whole in the form of a Global Security, and the
Depositary for the Notes shall be The Depository Trust
Company. Crestar Bank shall be appointed to serve as
authenticating agent for the Notes in accordance with the
Authenticating Agency Agreement dated November 16, 1994,
among the Trustee, Crestar Bank and the Company. Crestar
Bank and The Chase Manhattan Bank each shall be appointed to
act as paying agent for the Notes; provided, however, as
long as the Notes are in the form of a Global Security the
Notes shall be paid in accordance with the provisions of the
applicable letter of representations.
The Notes will be subject to mandatory purchase from
the existing Holders on January 15, 2008 through either the
exercise of the Call Option by the Callholder or the Put
Option by the Trustee as provided in Article Four.
The Notes shall be subordinate and junior in right of
payment to Senior Indebtedness as provided in Article
Fifteen of the Indenture.
ARTICLE FOUR
Section 401. Call Option.
(a) Call Option. The Company, or any successor
and assign (in such capacity, the "Callholder"), has the
right to purchase the Notes (the "Notes"), in whole or in
part, but if in part in a principal amount of not less than
$75,000,000 (the "Call Option"), at a price equal to the par
amount thereof (the "Call Price"), on January 15, 2008 (the
"Coupon Reset Date") (as defined below). In the event a
Callholder exercises its rights under its Call Option, (i)
not later than 2:00 p.m., New York time, on the Business Day
prior to the Coupon Reset Date, such Callholder shall
deliver the Call Price in immediately available funds to the
Trustee for payment of the Call Price on the Coupon Reset
Date (interest accrued to but excluding the Coupon Reset
Date will be paid by the Company on such date to Holders on
the most recent Record Date) and (ii) the Holders of the
Notes subject to such Call Option shall be required to
deliver the Notes to such Callholder against payment
therefor on the Coupon Reset Date through the facilities of
DTC, if applicable. No Holder of the Notes or any interest
therein shall have any right or claim against a Callholder
as a result of such Callholder not purchasing the Notes.
(b) Notice. A Callholder must deliver
irrevocable, written notice (the "Call Notice") to the
Trustee of its exercise of its Call Option prior to 4:00
p.m., New York Time, no later than fifteen (15) calendar
days prior to the Coupon Reset Date. In the event that less
than all of the Notes are subject to the exercise of the
Call Options, thereupon the Trustee shall select by lot, or
in any manner it may deem fair, the Notes so to be called.
(c) Termination of Call Option.
(i) If, (A) an Event of Default shall have
occurred and be continuing under Section 501 of the
Original Indenture (in such event, a Callholder may
terminate the Call Option by written notice to the
Trustee) or (B) following the Call Notice, less than
two Dealers (as defined below) have submitted Bids
(as defined below) in a timely manner substantially
as provided below then (a) the related Call Option
shall immediately terminate and (b) no amount
shall be payable as a result of such termination.
(ii) If a Callholder shall fail to deliver
the Call Price by 2:00 p.m., New York time, on the
Business Day prior to the Coupon Reset Date, then (a)
its Call Option shall immediately terminate and (b)
no amount shall be payable as a result of such
termination.
(iii) If a Calculation Agent (as defined
below) determines that a Market Disruption Event (as
defined below) has occurred, then (a) the related
Call Option shall immediately terminate and (b) no
amount shall be payable as a result of such
termination.
(d) Successors and Assigns. A Callholder may at
any time assign its rights and obligations under the Call
Option; provided that (i) it assigns its rights and
obligations in whole and not in part and (ii) it provides
the Trustee with notice of such assignment contemporaneously
with such assignment. Upon receipt of notice of assignment,
the Trustee agrees to treat the assignee or assignees as
Callholder or Callholders for all purposes hereunder.
Subsection (e) hereof shall constitute notice to the Trustee
of the initial assignment of the Call Option. A Callholder
may assign its rights under the Call Option without notice
to, or consent of, the Holders of the Notes.
(e) Assignment of Call Option. Pursuant to the
Underwriting Agreement dated January 22, 1998, between the
Company and UBS Securities LLC, as representative of the
several underwriters named therein, the Company has assigned
its rights and obligations as Callholder to Union Bank Of
Switzerland, London branch with respect to $75,000,000
principal amount of Notes and to Morgan Stanley & Co.
International Limited with respect to $75,000,000 principal
amount of Notes. References to Call Option shall mean
references to the Call Option held by an individual
Callholder.
Section 402. Put Option.
By its purchase of the Notes, each Holder irrevocably
agrees that, if the Call Option with respect to an
applicable principal amount of the Notes shall terminate as
set forth in Section 401(c)(i), Section 401(c)(ii) or
Section 401(c)(iii) of the Indenture, or the Callholder
shall fail for any reason to pay the Call Price with respect
to such Notes to the Trustee at or prior to the time
required above, the Trustee will be obligated to exercise
the right of the Holders of such Notes to require the
Company to purchase such Notes in whole but not in part, on
the Coupon Reset Date at a price equal to 100% of the
principal amount thereof, plus accrued interest (the "Put
Redemption Price"). If the Trustee exercises the Put Option
with respect to such Notes, then the Company shall deliver
the Put Redemption Price in immediately available funds to
the Trustee by no later than 12:00 noon New York time on the
Coupon Reset Date and the Holders of such Notes will be
required to deliver the Notes to the Company against payment
therefor on the Coupon Reset Date through the facilities of
DTC, if applicable. Such Notes will thereupon be canceled
and no Notes will be issued in lieu of or in exchange
therefor. No Holder of the Notes or any interest therein
has the right to consent or object to the exercise of the
Trustee's duties under the Put Option. The provisions of
this clause may not be amended or waived without the consent
of all of the Holders of the Notes. If the Call Option with
respect to an applicable principal amount of the Notes is
not exercised or the Call Price with respect to such Notes
is not delivered, the Put Option with respect to such Notes
shall be deemed exercised by the Trustee without any
requirement of notice to or consent of the Company or the
Holders.
Section 403. Calculation Agents and Coupon Reset Process.
(a) Appointment of Calculation Agents. The
Company hereby appoints UBS Securities LLC, a limited
liability company organized under the laws of the State of
New York (together with the corporation, if any, into which
UBS Securities LLC may be merged, converted or consolidated
in accordance with clause (j) below, "UBS") the calculation
agent for Notes subject to the Call Option of Union Bank of
Switzerland, London branch and Morgan Stanley & Co.
International Limited (together with the corporation or
other entity, if any, into which Morgan Stanley & Co.
International Limited may be merged, converted or
consolidated in accordance with clause (j) below, "Morgan
Stanley") the calculation agent for Notes subject to its
Call Option (in such capacity as calculation agent, each a
"Calculation Agent"), and each Calculation Agent hereby
accepts such appointment, as the Company's agent for the
purpose of calculating the Coupon Reset Rate (as defined
below) in accordance with the procedures set forth herein;
provided, that such Calculation Agents shall act jointly on
all matters in the event that the Call Options are exercised
for the entire principal amount of the Notes.
(b) Coupon Reset Process. If the Company (or
either of its successors and assigns) as Callholder under
the Call Option, has exercised the Call Option in accordance
with the procedures set forth above, the Company and the
applicable Calculation Agent shall complete the following
steps in order to determine the interest rate (the "Coupon
Reset Rate") to be paid on the applicable principal amount
of the Notes from and including such Coupon Reset Date to
January 15, 2018 (the "Final Maturity Date"). The Company
and the applicable Calculation Agent shall use reasonable
efforts to cause the actions contemplated below to be
completed in as timely a manner as possible.
(i) The Company shall provide the applicable
Calculation Agent with a list (the "Dealer List"), no
later than four Business Days prior to the Coupon Reset
Date, containing the names and addresses of five
dealers, two of which shall be UBS in the event Union
Bank of Switzerland, London branch exercises its Call
Option and Morgan Stanley in the event it exercises its
Call Option, from which it desires the applicable
Calculation Agent to obtain the Bids (as defined below)
for the purchase of the applicable principal amount of
the Notes.
(ii) Within one Business Day following
receipt by the applicable Calculation Agent of the
Dealer List, the applicable Calculation Agent shall
provide to each dealer ("Dealer") on the Dealer List
(a) a copy of the Prospectus dated January 22, 1998 and
a copy of the Prospectus Supplement dated January 22,
1998 relating to the Notes, (b) a copy of the form of
Notes and (c) a written request that each such Dealer
submit a Bid to the applicable Calculation Agent by
12:00 noon, New York City time (the "Bid Deadline"),
on the third Business Day prior to the Coupon
Reset Date (the "Bid Date"). "Bid" shall mean an
irrevocable written offer given by a Dealer for the
purchase settling on the Coupon Reset Date, and shall
be quoted by such Dealer as a stated yield to maturity
on the Notes ("Yield to Maturity"). Each Dealer shall
be provided with (a) the name of the Company, (b) an
estimate of the Purchase Price (which shall be stated
as a US Dollar amount and be calculated by the
applicable Calculation Agent in accordance with clause
(iii) below), (c) the principal amount and maturity of
the Notes and (d) the method by which interest will be
calculated on the Notes.
(iii) The purchase price to be paid by any
Dealer for the Notes (the "Purchase Price") shall be
equal to (a) the principal amount of the Notes plus
(b) a premium (the "Notes Premium") which shall be
equal to the excess, if any, of (x) the discounted
present value to the Coupon Reset Date of a bond with
a maturity of January 15, 2018 which has an interest
rate of 5.558%, semi-annual interest payments on
each January 15 and July 15, commencing July 15, 2008,
on a principal amount of the Notes for which a Call
Option has been exercised, and assuming a discount
rate equal to the Treasury Rate over (y) the principal
amount of the Notes for which a Call Option has been
exercised. "Treasury Rate" means the per annum rate
equal to the offer side yield to maturity of the
current on-the-run ten-year United States Treasury
Security per Telerate page 500 at 11:00 a.m., New
York time on the Bid Date (or such other date that may
be agreed upon by the Company and the applicable
Calculation Agent), or, if such rate does not appear
on Telerate page 500 at such time, the rates on GovPx
End-of-Day Pricing at 3:00 p.m. on the Bid Date.
(iv) Following receipt of the Bids, the
applicable Calculation Agent shall provide written
notice to the Company, setting forth (a) the names of
each of the Dealers from whom such Calculation Agent
received Bids on the Bid Date, (b) the Bid submitted by
each such Dealer and the Purchase Price as determined
pursuant to paragraph (iii) hereof. Except as provided
below, the applicable Calculation Agent shall thereafter
select from the five Bids received the Bid with the
lowest Yield to Maturity (the "Selected Bid") and
establish the Coupon Reset Rate equal to the interest
rate which would amortize the Notes Premium fully over
the term of the Notes at the Yield to Maturity
indicated by the Selected Bid, provided, however, that
if the applicable Calculation Agent has not received a
Bid from a Dealer by the Bid Deadline, the Selected
Bid shall be the lowest of all Bids received by such
time and provided, further that if any two or more of
the lowest Bids submitted are equivalent, the Company
shall in its sole discretion select any of such
equivalent Bids (and such selected Bid shall be the
Selected Bid).
(v) Immediately after calculating the Coupon
Reset Rate, the applicable Calculation Agent shall
provide written notice to the Company and the Trustee,
setting forth such Coupon Reset Rate. The Company shall
thereafter establish the Coupon Reset Rate as the new
interest rate on the Notes, effective from and including
January 15, 2008, by delivery to the Trustee on or
before the Coupon Reset Date of an Officers'
Certificate.
(vi) The applicable Callholder shall sell
the Notes to the Dealer that made the Selected Bid at
the Purchase Price, such sale to be settled on the
Coupon Reset Date in immediately available funds.
(c) Termination of Call Option. If a Calculation
Agent determines, following the exercise of its Call Option,
that (i) a Market Disruption Event (as defined below) has
occurred or (ii) two or more of the Dealers have failed to
provide Bids in a timely manner substantially as provided
above, such Call Option will be automatically revoked, and
the Trustee will exercise the Put Option on behalf of the
Holders of the applicable principal amount of the Notes.
"Market Disruption Event" shall mean any of the following:
(i) a suspension or material limitation in trading in
securities generally on the New York Stock Exchange or the
establishment of minimum prices on such exchange; (ii) a
general moratorium on commercial banking activities declared
by either federal or New York State authorities; (iii) any
material adverse change in the existing financial, political
or economic conditions in the United States of America; (iv)
an outbreak or escalation of major hostilities involving the
United States of America or the declaration of a national
emergency or war by the United States of America; or (v) any
material disruption of the U.S. government securities
market, U.S. corporate bond market, or U.S. federal wire
system.
(d) Rights and Liabilities of Calculation Agent.
Each Calculation Agent shall incur no liability for, or in
respect of, any action taken, omitted to be taken or
suffered by it in reliance upon any certificate, affidavit,
instruction, notice, request, direction, order, statement or
other paper, document or communication reasonably believed
by it to be genuine. Any order, certificate, affidavit,
instruction, notice, request, direction, statement or other
communication from the Company made or given by it and sent,
delivered or directed to each Calculation Agent under,
pursuant to, or as permitted by, any provision of the
Indenture shall be sufficient for purposes of the Indenture
if such communication is in writing and signed by any
officer or attorney-in-fact of the Company. Each
Calculation Agent may consult with counsel satisfactory to
it and the advice of such counsel shall constitute full and
complete authorization and protection of such Calculation
Agent with respect to any action taken, omitted to be taken
or suffered by it hereunder in good faith and in accordance
with and in reliance upon the advice of such counsel.
(e) Right of Calculation Agents to Own Notes,
etc. Each Calculation Agent and its officers, employees and
shareholders, may become owners of, or acquire any interests
in, Notes, with the same rights as if such Calculation Agent
were not the Calculation Agent hereunder. Each Calculation
Agent may engage in, or have an interest in, any financial
or other transaction with the Company or any of its
affiliates as if the Calculation Agents were not the
Calculation Agents hereunder.
(f) Duties of Calculation Agent. In acting under
the Indenture in connection with the Notes, each Calculation
Agent shall be obligated only to perform such duties as are
specifically set forth herein and no other duties or
obligations on the part of each Calculation Agent, in its
capacity as such, shall be implied by the Indenture. In
acting under the Indenture, each Calculation Agent (in its
capacity as such) assumes no obligation towards, or any
relationship of agency or trust for or with, the holders of
the Notes.
(g) Termination, Resignation or Removal of
Calculation Agents. The Company may at any time appoint new
Calculation Agents other than the incumbent Calculation
Agents if Reasonable Cause exists at such time by giving
written notice to the incumbent Calculation Agents and
specifying the date when the termination shall become
effective. "Reasonable Care" shall mean the failure or
inability of the incumbent Calculation Agent to perform any
obligations they may have hereunder for any reason. A
Calculation Agent may resign at any time as Calculation
Agent, such resignation to be effective ten Business Days
after the delivery to the Company and the Trustee of notice
of such resignation. In such case, the Company may appoint
a successor Calculation Agent.
(h) Appointment of Successor Calculation Agents.
Any successor Calculation Agent appointed by the Company
pursuant to the provisions of the foregoing clause (g) shall
execute and deliver to the incumbent Calculation Agent and
to the Company an instrument accepting such appointment and
thereupon such successor Calculation Agent shall, without
any further act or instrument, become vested with all the
rights, immunities, duties and obligations of such incumbent
Calculation Agent, with like effect as if originally named
as the initial Calculation Agent hereunder, and such
incumbent Calculation Agent shall thereupon be obligated to
transfer and deliver, and such successor Calculation Agent
shall be entitled to receive and accept, copies of any
available records maintained by such incumbent Calculation
Agent in connection with the performance of its obligations
hereunder, and such incumbent Calculation Agent shall
thereupon be obligated to transfer and deliver, and such
successor Calculation Agent shall be entitled to receive and
accept, copies of any available records maintained by such
incumbent Calculation Agent in connection with the
performance of its obligations hereunder.
(i) Indemnification. The Company shall indemnify
and hold harmless UBS, Morgan Stanley or any successor
Calculation Agents, and their respective officers and
employees from and against all actions, claims, damages,
liabilities, losses and reasonable expenses (including
reasonable legal fees and reasonable expenses) relating to
or arising out of actions or omissions in any capacity
hereunder, except actions, claims, damages, liabilities,
losses and expenses caused by the bad faith, gross
negligence or wilful misconduct of UBS, Morgan Stanley or
any successor Calculation Agents, or their respective
officers or employees. This clause (i) shall survive the
termination of the Indenture and the payment in full of all
obligations under the Notes, whether by redemption,
repayment or otherwise.
(j) Merger, Consolidation or Sale of Business by
Calculation Agents. Any corporation or other entity into
which either Calculation Agent may be merged, converted or
consolidated, or any corporation resulting from any merger,
conversion or consolidation to which such Calculation Agent
may be a party, or any corporation to which such Calculation
Agent may sell or otherwise transfer all or substantially
all of its business, shall, to the extent permitted by
applicable law, become the Calculation Agent under the
Indenture without the execution of any document or any
further act by the parties hereto.
Section 404. Provisions Respecting the Calculation Agents.
Sections 403(d) through (j) of this First Supplemental
Indenture are solely for the benefit of the Company and the
Calculation Agents and neither the Trustee nor the holders
of the Notes shall have any rights or duties with respect
thereto. In furtherance of the foregoing, any violation of
any of Sections 403(d) through (j) shall not constitute an
Event of Default or an event which, with the giving of
notice or the passage of time or both, would constitute an
Event of Default or give rise to any right or obligation on
the part of the Trustee to enforce compliance therewith, and
in no case shall the Trustee be deemed to have assumed any
obligation towards, or any relationship or agency or trust
for or with, the Calculation Agents.
ARTICLE FIVE
Section 501. Effect of First Supplemental Indenture.
The Original Indenture, as supplemented and amended by
this First Supplemental Indenture, is in all respects
ratified and confirmed, and the Original Indenture and the
First Supplemental Indenture shall be read, taken and
construed as one and the same instrument. Upon the
execution of this First Supplemental Indenture, the Original
Indenture shall be, and be deemed to be, modified and
amended in accordance herewith and the respective rights,
limitation of rights, obligations, duties and immunities
under the Original Indenture of the Trustee, the Company and
the Holders of all Notes shall thereafter be determined,
exercised and enforced under the Original Indenture subject
in all respects to such modifications and amendments, and
all the terms and conditions of this First Supplemental
Indenture shall be, and be deemed to be, part of the terms
and conditions of the Original Indenture for any and all
purposes; provided, however, that nothing contained in this
First Supplemental Indenture shall affect or apply to any
series of Securities outstanding prior to the date hereof
(including Securities authenticated and delivered upon
registration or transfer of such outstanding Securities, or
in exchange therefor, or in lieu thereof).
Section 502. Conflict with Trust Indenture Act.
If any provision hereof limits, qualifies or conflicts
with the duties imposed by any of Sections 310 through 317,
inclusive, of the Trust Indenture Act through the operation
of Section 318(c) thereof, such imposed duties shall
control.
Section 503. Successors and Assigns.
All covenants and agreements in this First Supplemental
Indenture by the Company shall bind its successors and
assigns, whether so expressed or not.
Section 504. Separability Clause.
In case any provision in this First Supplemental
Indenture or the Notes shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or
impaired thereby.
Section 505. Benefits of Supplemental Indenture.
Nothing in this First Supplemental Indenture, expressed
or implied, shall give to any Person, other than the parties
hereto and their successors hereunder and the Holders of
Notes, any benefit or any legal or equitable right, remedy
or claim under this First Supplemental Indenture.
Section 506. Definitions.
All terms used and not defined herein shall have the
respective meanings assigned to them in the Original
Indenture.
Section 507. Counterparts.
This First Supplemental Indenture may be executed in
any number of counterparts, each of which when so executed
shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.
Section 508. Trustee Not Responsible for Recitals.
The Trustee has executed this First Supplemental
Indenture only upon the terms and conditions set forth in
the Original Indenture. Without limiting the generality of
the foregoing, the Trustee shall not be responsible for the
correctness of the recitals herein contained which shall be
taken to be statements of the Company, and the Trustee makes
no representation and shall have no responsibility for, and
in respect of, the validity or sufficiency of this First
Supplemental Indenture or the execution hereof by the
Company.
Section 509. Governing Law.
This First Supplemental Indenture and the Notes shall
be governed by and construed in accordance with the laws of
the Commonwealth of Virginia, provided that the rights,
duties, standard of care and immunities of the Trustee in
connection with the administration of its duties hereunder
shall be governed by the laws of the State of New York.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
First Supplemental Indenture to be duly executed, and their
respective corporate seals to be hereunto affixed and
attested, all as of the date first above written.
[SEAL] CRESTAR FINANCIAL
CORPORATION
BY: /s/James M. Wells, III
Its: President
Attest:
/s/Linda F. Rigsby
Its Senior Vice President,
Deputy General Counsel
and Assistant Vice President
[SEAL] THE CHASE MANHATTAN BANK, as
Trustee
BY: /s/Anne G. Brenner
Its Vice President
Attest:
/s/L. O'Brien
Its Senior Trust Officer
<PAGE>
EXHIBIT A
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE
NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(THE "DEPOSITARY") OR A NOMINEE OF THE DEPOSITARY. UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY TO THE COMPANY (AS DEFINED
BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE,
OR PAYMENT, AND ANY CERTIFICATE TO BE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY
AMOUNT PAYABLE THEREUNDER IS MADE PAYABLE TO CEDE & CO. OR
SUCH OTHER NAME, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
UNLESS AND UNTIL THIS NOTE IS EXCHANGED IN WHOLE OR IN PART
FOR NOTES IN DEFINITIVE REGISTERED FORM, THIS NOTE MAY NOT
BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO THE
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY
TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY
THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY
OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
CRESTAR FINANCIAL CORPORATION
6 1/2% Putable/Callable Subordinated Note Due January 15,
2018, Putable/Callable January 15, 2008
CUSIP No.: 226 091 AF3
No. 1 $150,000,000
CRESTAR FINANCIAL CORPORATION, a corporation duly
organized and existing under the laws of the Commonwealth of
Virginia (the "Company", which term includes any successor
corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to Cede & Co., or
registered assigns, the principal sum of $150,000,000 (ONE
HUNDRED AND FIFTY MILLION DOLLARS) at the office or agency
of the Company in the Borough of Manhattan, the City and
State of New York or the City of Richmond, Virginia on
January 15, 2018 in such coin or currency of the United
States of America as at the time shall be legal tender for
the payment of public and private debts, and to pay interest
semi-annually on January 15 and July 15 of each year (each
an "Interest Payment Date") on said principal sum,
commencing July 15, 1998, at the rate of 6 1/2% per annum
and at such other rate, effective from and including January
15, 2008, as shall be determined pursuant to the Coupon
Reset Process referred to below, at said offices or
agencies, in like coin or currency, from January 27, 1998,
or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, until payment
of such principal sum has been made or duly provided for.
Payment of interest may be made at the option of the Company
by check mailed to the address of the person entitled
thereto as such address shall appear on the Security
Register. The interest so payable on any Interest Payment
Date will, subject to certain exceptions provided in the
Indenture, be paid to the person in whose name this Note is
registered at the close of business on the December 31 or
June 30, as the case may be, next preceding such Interest
Payment Date, whether or not such day is a Business Day (as
defined herein). Reference is made to the further
provisions of this Note set forth in the Indenture referred
to on the reverse hereof, including those describing the
Call Option, the Put Option and the Coupon Reset Process.
Such further provisions and the additional provisions set
forth on the reverse hereof shall for all purposes have the
same effect as though fully set forth at this place. This
Note shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have
been manually signed by the Trustee under the Indenture
referred to on the reverse hereof.
<PAGE>
IN WITNESS WHEREOF, CRESTAR FINANCIAL CORPORATION has
caused this instrument to be signed manually or by facsimile
by its duly authorized officers and has caused a facsimile
of its corporate seal to be affixed hereunto or imprinted
hereon.
Dated: January 27, 1998
CRESTAR FINANCIAL
CORPORATION
By:_______________________
Authorized Officer
ATTEST:
____________________________
Secretary
[SEAL]
CERTIFICATION OF AUTHENTICATION
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK
as Trustee
By:______________________
Authorized Officer
<PAGE>
This Note is one of a duly authorized issue of
debentures, notes, bonds or other evidences of indebtedness
of the Company (hereinafter called the "Securities") of the
series hereinafter specified, all issued or to be issued
under and pursuant to an indenture dated as of September 1,
1993, as supplemented by the First Supplemental Indenture
dated as of January 1, 1998 (the "Indenture"), duly executed
and delivered by the Company to The Chase Manhattan Bank,
formerly known as Chemical Bank, as Trustee (herein called
the "Trustee"). Reference is hereby made to such Indenture
for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the
Trustee, the Company and the Holders of the Securities. The
Securities may be issued in one or more series, which
different series may be issued in various aggregate
principal amounts, may mature at different times, may bear
interest (if any) at different rates, may be subject to
different redemption provisions (if any), may be subject to
different sinking, purchase or analogous funds (if any) and
may otherwise vary as in the Indenture provided. This Note
is one of a series designated as the "6 1/2%
Putable/Callable Subordinated Notes Due January 15, 2018,
Putable/Callable January 15, 2008" (the "Notes"), limited in
aggregate principal amount to $150,000,000. Subject to the
Call Option and the Put Option provided for in the
Indenture, the Notes are not redeemable prior to maturity.
The terms of the Notes include those stated in the Indenture
and those made part of the Indenture by reference to the
Trust Indenture Act as in effect from time to time. The
Notes are subject to all such terms and holders are referred
to the Indenture and the Trust Indenture Act for a statement
of those terms.
The payment of principal of and interest on this Note
is expressly subordinated and subject in right of payment,
as provided in the Indenture, to the prior payment of any
and all Senior Indebtedness of the Company, as defined in
the Indenture. This Note is issued subject to such
provisions, and each holder of this Note, by accepting the
same, agrees, expressly for the benefit of the present and
future holders of Senior Indebtedness, whether now or
hereafter outstanding, to and shall be bound by such
provisions.
If an Event of Default (defined in the Indenture as
certain events involving the bankruptcy, insolvency or
reorganization of the Company) shall occur and be
continuing, the principal of all the Notes may be declared
due and payable in the manner and with the effect provided
in the Indenture.
The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification
of the rights and obligations of the Company and the rights
of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of not less than
a majority in aggregate principal amount of the Securities
at the time Outstanding, as defined in the Indenture, of
each series to be affected, provided, however, that no such
supplemental indenture shall change the Stated Maturity of
any Security, or reduce the principal amount thereof, or
reduce the rate or change the time of payment of interest
thereon, or make the principal thereof or interest thereon
payable in any coin or currency other than that hereinbefore
provided, or change the place of payment thereof, or impair
or affect the right of any Holder of a Security to institute
suit for payment thereof, or reduce the aforesaid percentage
of Securities, the consent of the Holders of which is
required for any such supplemental indenture, without the
consent of the Holder of each Outstanding Security affected
thereby. It is also provided in the Indenture that the
Holders of not less than a majority in aggregate principal
amount of the Notes at the time Outstanding may on behalf of
the Holders of all of the Notes waive compliance by the
Company with certain provisions of the Indenture and any
past default under the Indenture with respect to the Notes
and its consequences, except a default in the payment of the
principal of or interest on any of the Notes or a default
with respect to any provision of the Indenture that cannot
be modified or amended without the consent of the Holder of
each Outstanding Note.
Subject to the rights of the Holders of Senior
Indebtedness of the Company set forth in this Note and as
provided in the Indenture, no reference herein to the
Indenture and no provision of this Note or of the Indenture
shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and
interest on this Note at the times, place and rates, and in
the coin or currency as herein prescribed.
The Notes are issuable in registered form without
coupons and will be sold in denominations of $1,000 and
integral multiples of $1,000 in excess thereof. Upon due
presentment for registration of transfer of this Note at the
office or agency of the Company in the Borough of Manhattan,
the City and State of New York or the City of Richmond,
Virginia, or any other location as may be provided for
pursuant to the Indenture, a new Note or Notes of authorized
denominations for an equal aggregate principal amount will
be issued to the transferee in exchange herefor, subject to
the limitations provided in the Indenture, without charge
except for any tax or other governmental charge imposed in
connection therewith.
This Note may be exchanged for certificated securities
registered in the names of the various beneficial owners
hereof only if (a) the Depositary is at any time unwilling
or unable to continue as Depositary or is ineligible to act
as Depositary under the Indenture and a successor Depositary
is not appointed by the Company within 90 days, or (b) the
Company elects to issue certificated securities to all
beneficial owners (as certified to the Company by the
Depositary or a successor Depositary) of the Notes.
The Company, the Trustee and any agent of the Company
or the Trustee may treat the person in whose name this Note
is registered as the owner of this Note, for the purpose of
receiving payment of or on account of the principal hereof
and, subject to the provisions on the face hereof, interest
hereon, and for all other purposes, whether or not this Note
shall be overdue and neither the Company nor the Trustee nor
any agent of the Company or the Trustee shall be affected by
notice to the contrary.
This Note shall be deemed to be a contract made under
the laws of the Commonwealth of Virginia and for all
purposes shall be governed by and construed in accordance
with the laws of said Commonwealth, provided, however, that
the rights, duties, immunities and standard of care of the
Trustee under the Indenture shall be governed by the laws of
the State of New York.
All terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this Note, shall be construed as though they
were written out in full according to applicable laws or
regulations:
TEN COM--as tenants in common UNIT GIFT MIN ACT--
.....Custodian.....
TEN ENT--as tenants by the (Cus) (Minor)
entireties Under Uniform Gifts to
JT TEN-- as joint tenants with Minors Act...............
rights of survivor- (State)
ship and not as Tenants
in Common
Additional abbreviations may also be used though not in the
above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers
unto______________________________________________
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF
ASSIGNEE____________________________________________________
____________________________________________________________
(Please print or typewrite name and address of assignee)
the within Note and does hereby irrevocably constitute and
appoint _______________ (Attorney) to transfer the said Note
in the Security Register of the Company, with full power of
substitution in the premises.
Dated: _________________ _________________________
NOTICE: The signature to
this assignment must
correspond with the name
as written upon the
face of this Note in
every particular without
alteration or
enlargement or any
change whatever.
________________________________
SIGNATURE GUARANTEED: The
signature must be guaranteed by a
commercial bank or trust company
or by a member firm of the New
York Stock Exchange or another
national securities exchange.
Notarized or witnessed signatures
are not acceptable.
Contact: Eugene S. Putnam, Jr.
Corporate Finance
804/782-5619
Crestar Announces $150 Million 6-1/2 Percent Subordinated
Debt Offering
Richmond, VA, January 23, 1998 - Crestar Financial
Corporation announced today the sale of $150 million of 6-
1/2 percent subordinated notes due January 15, 2018 through
UBS Securities, Lehman Brothers and Morgan Stanley Dean
Witter. The notes are putable and callable under certain
conditions on January 15, 2008.
Crestar Financial Corporation is the holding company for
Crestar Bank with 566 banking offices in Virginia, Maryland
and the District of Columbia. Other subsidiaries provide
insurance, leasing, mortgage banking and full-service
securities and investment advisory services. At December
31, 1997, Crestar had total assets of $24.9 billion and
total deposits of $16.4 billion. Equity capital of $2.1
billion represented a 8.3% of total assets.
###
