-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VGzsXdJmh7KhPjb5IjlNGyldwbiIC9x2cOKEfqBTekmifrTQes9c2QJ2IxMv23v2 nDNl1Z6zvk7ku3yCLoh5Rg== 0000908184-97-000005.txt : 19970108 0000908184-97-000005.hdr.sgml : 19970108 ACCESSION NUMBER: 0000908184-97-000005 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970107 EFFECTIVENESS DATE: 19970107 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CRESTAR FINANCIAL CORP CENTRAL INDEX KEY: 0000101880 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 540722175 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-19321 FILM NUMBER: 97501669 BUSINESS ADDRESS: STREET 1: 919 E MAIN ST STREET 2: PO BOX 26665 CITY: RICHMOND STATE: VA ZIP: 23261 BUSINESS PHONE: 8047825000 MAIL ADDRESS: STREET 1: 919 EAST MAIN STREET STREET 2: P O BOX 26665 CITY: RICHMOND STATE: VA ZIP: 23261-6665 FORMER COMPANY: FORMER CONFORMED NAME: UNITED VIRGINIA BANKSHARES INC DATE OF NAME CHANGE: 19871115 S-8 1 As filed with the Securities and Exchange Commission on January 6, 1997 Registration Statement No. 33-____________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ____________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________ CRESTAR FINANCIAL CORPORATION (Exact name of Registrant as specified in its Charter) Virginia 54-0722175 (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) 919 East Main Street Richmond, Virginia 23219 804-782-5000 (Address of principal executive office, including zip code) CRESTAR/CITIZENS STOCK OPTION PLAN (Full title of the Plan) ____________________ Linda F. Rigsby, Esq. Senior Vice President and Corporate Secretary Crestar Financial Corporation 919 East Main Street Richmond, Virginia 23219 804-782-7738 (Name, address and telephone number including, area code, of agent for service) With copies to: Lathan M. Ewers, Jr. Hunton & Williams 951 East Byrd Street Richmond, Virginia 23219 804-788-8269 CALCULATION OF REGISTRATION FEE Proposed Proposed Title of maximum maximum Amount securities Amount offering aggregate of to be to be price offering Registration registered registered per share(1) price(1) fee Common Stock, 560,000 $ 72.50 $40,600,000 $12,304 $5 par value Preferred Share Purchase Rights(2) (1) Estimated solely for the purpose of computing the registration fee. This amount was calculated pursuant to Rule 457(c) on the basis of $72.50 per share, which was the average of the high and low prices of the Common Stock as reported on the New York Stock Exchange on January 2, 1997. (2) The Rights to purchase Participating Cumulative Preferred Stock, Series C will be attached to and will trade with shares of the Common Stock of the Company. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information. Not required to be filed with the Securities and Exchange Commission (the "Commission"). Item 2. Registrant Information and Employee Plan Annual Information. Not required to be filed with the Commission. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed by Crestar Financial Corporation (the "Company") with the Commission (file No. 1-7083) are incorporated herein by reference and made a part hereof: (i) the Company's Annual Report on Form 10- K for the fiscal year ended December 31, 1995; (ii) the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30, and September 30, 1996; (iii) the Company's Current Reports on Form 8-K dated January 18, 1996 and September 16, 1996 and Form 8-K/A dated March 4, 1996; and (iv) the description of the Company's Common Stock (the "Common Stock") contained in the Company's registration statement on Form 8-A filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including any amendment or report filed for the purpose of updating such description. All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the Prospectus and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in the Prospectus and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of the Prospectus to the extent that a statement contained herein or in any other subsequently filed document that is incorporated by reference herein modifies or supersedes such earlier statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of the Prospectus. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. Directors and officers of the Company may be indemnified against liabilities, fines, penalties, and claims imposed upon or asserted against them as provided in the Virginia Stock Corporation Act and the Company's Restated Articles of Incorporation. Such indemnification covers all costs and expenses reasonably incurred by a director or officer. The Board of Directors, by a majority vote of a quorum of disinterested II-2 directors or, under certain circumstances, independent counsel appointed by the Board of Directors, must determine that the director or officer seeking indemnification was not guilty of willful misconduct or a knowing violation of the criminal law. In addition, the Virginia Stock Corporation Act and the Company's Restated Articles of Incorporation may under certain circumstances eliminate the liability of directors and officers in a shareholder or derivative proceeding. If the person involved is not a director or officer of the Company, the Board of Directors may cause the Company to indemnify to the same extent allowed for directors and officers of the Company such person who was or is a party to a proceeding, by reason of the fact that he is or was an employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. The Company has in force and effect a policy insuring the directors and officers of the Company against losses which they or any of them shall become legally obligated to pay for reason of any actual or alleged error or misstatement or misleading statement or act or omission or neglect or breach of duty by the directors and officers in the discharge of their duties, individually or collectively, or any matter claimed against them solely by reason of their being directors or officers, such coverage being limited by the specific terms and provisions of the insurance policy. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. Exhibit No. 4.1 Restated Articles of Incorporation of the Company (Incorporated herein by reference from Exhibit 3(a) of the Company's Annual Report on Form 10-K for the year ended December 31, 1990). 4.2 Amendment to Restated Articles of Incorporation dated May 13, 1993 (Incorporated herein by reference from Exhibit 3.2 of the Company's Form S-3 Registration Statement (No. 33-50387)). 4.3 Bylaws of the Company (Incorporated herein by reference from Exhibit 3(b) of the Company's Annual Report on Form 10-K for the year ended December 31, 1992). 4.4 Rights Agreement dated June 23, 1989, between the Company and Mellon Bank, N.A., as Rights Agent (Incorporated herein by reference from Exhibit 4.1 of the Company's Current Report on Form 8-K dated June 23, 1989). 4.5 Crestar/Citizens Stock Option Plan. 5 Opinion of Hunton & Williams as to the legality of the securities being registered. 23.1 Consent of Hunton & Williams (included in the opinion filed as Exhibit 5 to the Registration Statement). 23.2 Consent of KPMG Peat Marwick, LLP. 24 Power of Attorney for Officers and Directors (included on signature page). II-3 Item 9. Undertakings (a) The undersigned registrant hereby undertakes: 1. To file, during any period in which offers or sales are made, a post-effective amendment to this registration statement; (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act"); (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change in such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement. 2. That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 6 above, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-4 SIGNATURES Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 20th day of December, 1996. CRESTAR FINANCIAL CORPORATION (Registrant) By /s/ Richard G. Tilghman Richard G. Tilghman, Chairman, Chief Executive Officer and Director POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on December 20, 1996. Each of the directors and/or officers of Crestar Financial Corporation whose signature appears below hereby appoints John C. Clark, III, Lathan M. Ewers, Jr. and David M. Carter, and each of them severally, as his attorney-in-fact to sign in his name and behalf, in any and all capacities stated below, and to file with the Commission any and all amendments, including post-effective amendments, to this registration statement, making such changes in the registration statement as appropriate, and generally to do all such things in their behalf in their capacities as officers and directors to enable Crestar Financial Corporation to comply with the provisions of the Securities Act of 1933, and all requirements of the Securities and Exchange Commission. Signature Title By /s/ Richard G. Tilghman Chairman, Chief Executive Officer and Director Richard G. Tilghman (Principal Executive Officer) By /s/ James M. Wells, III President and Director James M. Wells, III By /s/ Richard F. Katchuk Corporate Executive Vice President and Chief Richard F. Katchuk Financial Officer (Principal Financial Officer) By /s/ James D. Barr Group Executive Vice President, Controller and James D. Barr Treasurer (Principal Accounting Officer) By /s/ J. Carter Fox Director J. Carter Fox II-5 By Director Bonnie Guiton Hill By /s/ Gene A. James Director Gene A. James By /s/ H. Gordon Leggett, Jr. Director H. Gordon Leggett, Jr. By /s/ Charles R. Longsworth Director Charles R. Longsworth By /s/ Patrick J. Maher Director Patrick J. Maher By /s/ Frank E. McCarthy Director Frank E. McCarthy By Director Paul D. Miller By Director G. Gilmer Minor, III By /s/ Gordon F. Rainey, Jr. Director Gordon F. Rainey, Jr. By Director Frank S. Royal, M.D. By Director Eugene P. Trani By /s/ L. Dudley Walker Director L. Dudley Walker By /s/ Karen Hastie Williams Director Karen Hastie Williams II-6 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ____________________ EXHIBITS filed with REGISTRATION STATEMENT on FORM S-8 UNDER THE SECURITIES ACT OF 1933 ____________________ CRESTAR/CITIZENS STOCK OPTION PLAN (full title of the plan) EXHIBIT INDEX Sequentially Exhibit No. Description Number Page 4.1 Restated Articles of Incorporation of the Company (Incorporated herein by reference from Exhibit 3(a) of the Company's Annual Report on Form 10-K for the year ended December 31, 1990). 4.2 Amendment to Restated Articles of Incorporation dated May 13, 1993 (Incorporated herein by reference from Exhibit 3.2 of the Company's Form S-3 Registration Statement (No. 33-50387)). 4.3 Bylaws of the Company (Incorporated herein by reference from Exhibit 3(b) of the Company's Annual Report on Form 10-K for the year ended December 31, 1992). 4.4 Rights Agreement dated June 23, 1989, between the Company and Mellon Bank, N.A., as Rights Agent (Incorporated herein by reference from Exhibit 4.1 of the Company's Current Report on Form 8-K dated June 23, 1989). 4.5 Crestar/Citizens Stock Option Plan. 5 Opinion of Hunton & Williams as to the legality of the securities being registered. 23.1 Consent of Hunton & Williams (included in the opinion filed as Exhibit 5 to the Registration Statement). 23.2 Consent of KPMG Peat Marwick, LLP. 24 Power of Attorney for Officers and Directors (included on signature page). EX-4.5 2 Exhibit 4.5 CRESTAR FINANCIAL CORPORATION CRESTAR/CITIZENS STOCK OPTION PLAN Introduction Effective December 31, 1996, Citizens Bancorp (Citizens) merged with and into Crestar Financial Corporation (Crestar). The terms of that transaction are set forth in an Agreement and Plan of Reorganization (the Reorganization Agreement) between Citizens and Crestar. Options to purchase common stock of Citizens (the Citizens Options) were granted prior to December 31, 1996, pursuant to the terms of the Citizens Bancorp 1986 Incentive Stock Option Plan and the Citizens Bancorp 1988 Stock Option Plan. The Citizens Options were surrendered to Citizens for cancellation, without receipt of consideration from Citizens, prior to the effectiveness of the merger with and into Crestar. The Reorganization Agreement provides that Crestar will grant options (the Crestar Options) to purchase Crestar common stock to those persons who surrendered Citizens Options. The number of shares covered by the Crestar Options and the option price per share will be the same as under the Citizens Options, as adjusted in accordance with the Reorganization Agreement. The remaining terms of the Crestar Options will be the same as the terms of the Citizens Options. Crestar Financial Corporation adopted this Crestar/Citizens Stock Option Plan (the Plan) on December 20, 1996. The Plan is comprised of two distinct Chapters. Chapter I of the Plan pertains to Crestar Options that were granted in substitution of Citizens Options that had been granted under the Citizens Bancorp 1986 Incentive Stock Option Plan. Those Crestar Options will be governed by Chapter I and the terms of the original Citizens Option agreement, as adjusted by the Reorganization Agreement. Chapter II of the Plan pertains to Crestar Financial Corporation Options that were granted in substitution of Citizens Options that had been granted under the Citizens Bancorp 1988 Stock Option Plan. Those Crestar Options will be governed by Chapter II and the terms of the original Citizens Option agreement, as adjusted by the Reorganization Agreement. Any reference in Chapters I and II to Citizens shall be interpreted as a reference to Crestar. Any reference in Chapters I and II to the common stock of Citizens shall be interpreted as a reference to the common stock of Crestar. CRESTAR/CITIZENS STOCK OPTION PLAN CHAPTER I Relating to Crestar Options Granted to Individuals Who Surrendered Citizens Options Granted Under the Citizens Bancorp 1986 Incentive Stock Option Plan. CITIZENS BANCORP 1986 INCENTIVE STOCK OPTION PLAN 1. Purpose of the Plan This 1986 Incentive Stock Option Plan, as amended (hereinafter called the "Plan") for CITIZENS BANCORP (hereinafter called the "Corporation") is intended to advance the interests of the Corporation by providing senior officers and other key employees who have substantial responsibility for the direction and management of the Corporation with additional incentive for them to promote the success of the business, to increase their proprietary interest in the success of the Corporation, and to encourage them to remain in its employ. The above aims will be effectuated through the granting of certain stock options. It is intended that options issued under the Plan and designated by the Board of Directors under Section 3(b) will qualify as incentive stock options (hereinafter called "ISOs") under Section 422A of the Internal Revenue Code of 1986, as amended (the "Code") and the terms of the Plan shall be interpreted in accordance with this intention. The Plan, as amended, shall only be applicable to options granted hereunder on or after January 1, 1987. 2. Administration of the Plan Subject to the provisions of the Plan, the Board of Directors (the "Board") or a duly appointed committee thereof shall have plenary authority, in its discretion: (a) to determine the employees of the Corporation and its subsidiaries (from among the class of employees eligible under Section 3 to receive options under the Plan) to whom options shall be granted; (b) to determine the time or times at which options shall be granted; (c) to determine the option price of the shares subject to each option, which price shall not be less than the minimum specified in Section 5; (d) to determine (subject to Section 7) the time or times when each option shall become exercisable and the duration of the exercise period; (e) to interpret the Plan and to prescribe, amend, and rescind rules and regulations relating to it; and (f) to make all other action which the Board shall deem necessary or advisable for the administration of the Plan. 3. Eligibility and Limitations on Options Granted Under the Plan (a) Options will be granted only to persons who are key employees of the Corporation or a subsidiary corporation of the Corporation who agree, in writing, to remain in the employ of, and render services to, the Corporation or a subsidiary corporation of the Corporation for a period of at least two (2) years from the date of the granting of the option. The term "key employee" shall include senior officers, directors and other executives of the Corporation or a subsidiary corporation of the Corporation. The term, "subsidiary corporation" shall, for the purposes of the Plan, be defined in the same manner as such term is defined in Section 425(f) of the Internal Revenue Code. (b) At the time of the grant of each option under this Plan, the Board shall determine whether such option is to be designated as an ISO. If an option is so designated as an ISO, then the provisions of Section 7(d) of this Plan shall be made applicable to such option. In addition, no option granted to any employee, who at the time of such grant, owns stock possessing more than 10 percent of the total combined voting power of all classes of stock of the Corporation or any of its subsidiaries, may be designated as an ISO, unless at the time of such grant, the option price is fixed at not less than 110 percent of the fair market value of the stock subject to the option, and exercise of such option is prohibited by its terms after the expiration of five (5) years from the date such option is granted. (c) The aggregate fair market value (determined at the time an ISO is granted) of the Common Stock with respect to which all ISOs are exercisable for the first time by an optionee during any calendar year shall not exceed One Hundred Thousand Dollars ($100,000). 4. Shares of Stock Subject to the Plan There will be reserved for use upon the exercise of options to be granted from time to time under the Plan (subject to the provisions of Section 13) an aggregate of 100,000 shares of the common stock of the Corporation, par value of $2.50 per share (the "Common Stock"), which shares may be in whole or in part, as the Board shall from time to time determine, authorized but unissued shares or issued shares that shall have been reacquired by the Corporation. Any shares of Common Stock subject to an option under the Plan, which option for any reason expires or is terminated unexercised as to such shares, may again be subjected to an option under the Plan. 5. Option Price The exercise price of each option under the Plan shall be determined by the Board at the time the option is granted, but in no event shall such exercise price be less than one hundred percent (100%) of the fair market value of the Common Stock on the date of grant. The term "fair market value" shall be defined as the average of the high and low sale prices of the Common Stock as reported on the NASDAQ National Market System on the date of grant of the option, or, if there are no sales on such date, on the most recent date upon which such stock was traded. 6. Dilution or Other Adjustment (a) In the event that additional shares of Common Stock are issued pursuant to a stock split or a stock dividend, the number of shares of Common Stock then covered by each outstanding option granted hereunder shall be increased proportionately with no increase in the total exercise price of the shares then so covered, and the number of shares of Common Stock reserved for the purpose of the Plan shall be increased by the same proportion. In the event that the shares of Common Stock of the Corporation from time to time issued and outstanding are reduced by a combination of shares, the number of shares of Common Stock then covered by each outstanding option granted hereunder shall be reduced proportionately with no reduction in the total exercise price of the shares then so covered, and the number of shares of Common Stock reserved for the purposes of the Plan shall be reduced by the same proportion. (b) In the event that the Corporation transfers assets to another corporation and distributes the stock of such other corporation without the surrender of Common Stock of the Corporation, and if such distribution is not taxable as a dividend and no gain or loss is recognized by reason of Section 355 of the Internal Revenue Code of 1986, or some similar section, then the total purchase price of the shares then covered by each outstanding option shall be reduced by an amount which bears the same ratio to the total purchase price then in effect as the market value of the stock distributed in respect of a share of Common Stock, immediately following the distribution, bears to the aggregate of the market value at such time of a share of Common Stock and the stock distributed in respect thereof. (c) For purposes of this Section 5(g)(ii) the term "option shares" shall mean the number of shares of Common Stock on which an option under the Plan originally was granted, as from time to time adjusted pursuant to Section 5(g)(i). In the event that shares of Common Stock are issued to holders of the Common Stock upon the exercise of any rights distributed or issued to such holders to purchase shares of Common Stock at a price that is less than the then-fair market value of the Common Stock, the number of shares of Common Stock subject to the Plan and to an option and the exercise price of the option shall be adjusted in the following manner: (A) The number of shares of Common Stock subject to the option shall be adjusted to equal the number of option shares immediately before such rights become exercisable plus the total number of shares of Common Stock that would be issuable upon the exercise in full of all such rights to which the optionee would be entitled if he were the holder of record of the option shares as of the record date for such rights. (B) The per share exercise price of the option shall be adjusted to equal the total exercise price of the option (option shares times exercise price) immediately before any such rights became exercisable plus the total exercise price of all such rights to which the optionee would be entitled if he were the holder of record of the option shares as of the record date for any such rights, divided by the number of option shares, as adjusted in Section 5(g)(ii)(A). (C) The number of shares of Common Stock subject to the Plan shall be adjusted to equal the number of shares subject to the Plan immediately before such rights became exercisable (for purposes of this Section 5(g)(ii), the "Plan shares") plus the product of the Plan shares multiplied by the number of shares of Common Stock issuable upon the exercise of one such right. (d) All adjustments pursuant to this Section 6 shall be made by the Board, whose determination shall be final and binding upon optionee. No fractional shares shall be issued, and any fractional shares resulting from the computations pursuant to this Section 6 shall be eliminated from the respective option. No adjustment shall be made for cash dividends or the issuance to stockholders of rights to subscribe for additional Common Stock or other securities. 7. Period of Option and Certain Limitations on Right to Exercise (a) All options issued under the Plan shall be for such period as the Board shall determine, but in no event for more than ten (10) years from the date of grant thereof. (b) The period of the option, once it is granted, may be reduced only as provided for in Section 9 in connection with the termination of employment of the optionee. (c) The Board of Directors may in its discretion provide that an option granted under the Plan may be exercised in whole at any time or in part from time to time during any period or periods of the term of the option. Except as otherwise provided herein or in an option agreement hereunder, any option granted under the Plan may be exercised in whole at any time or in part from time to time during its term. Notwithstanding the foregoing and subject to Section 9 hereof, no option may be exercised unless the optionee is at the time of such exercise in the employ of the Corporation or of a subsidiary corporation of the Corporation and shall have been continuously so employed since the grant of his option. Absence or leave approved by the management of the Corporation shall not be considered an interruption of employment for any purpose under the Plan. (d) The exercise of any option shall also be contingent upon receipt by the Corporation of cash or certified bank check drawn to its order, shares of the Corporation's Common Stock, or any combination of the foregoing in an amount equal to the aggregate exercise price of the shares being purchased. For purposes of this paragraph, shares of the Corporation's Common Stock that are delivered in payment of the option price shall be valued at their fair market value determined as set forth in Section 5 as of the date of the exercise of the option. However, in order to facilitate the accumulation of funds to enable employees to exercise their option, they will have the right, if they so elect, to direct the Corporation or a subsidiary corporation of the Corporation to withhold from their compensation regular amounts to be applied toward the exercise of the options. Funds credited to the stock option accounts will be under the control of the Corporation until applied to the payment of the exercise price at the direction of the employee or returned to the employee in the event the amount is not used for purchase of shares under option, and all funds received or held by the Corporation under the Plan may be used for any corporate purpose, and no interest shall be payable to a participant on account of any amounts so held. Such amounts may be withdrawn by the employee at any time, in whole or in part, for any reason. (e) No optionee or his legal representative, legatees, or distributees, as the case may be, will be, or will be deemed to be, a holder of any Common Stock subject to an option unless and until certificates for such shares are issued to him or them under the terms of the Plan. No adjustment shall be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued. (f) Exercise of an option in any manner shall result in a decrease in the number of shares of Common Stock which thereafter may be available under the Plan by the number of shares as to which the option is exercised. (g) Upon exercise of an option not designated as an ISO pursuant to Section 3(b) of the Plan, the optionee shall remit to the Corporation at the time of exercise the amount of any taxes required to be withheld by the Corporation under federal, state or local law as result of the exercise of such option. Failure to remit the amount of any such taxes at the time of exercise shall constitute an authorization by the optionee for the Corporation to withhold the amount of such taxes from any regular cash compensation payable to the optionee. 8. Assignability Each option granted under this Plan shall be transferable only by will or by the laws of descent and distribution and shall be exercisable, during his lifetime, only by the employee to whom the option is granted. Except as permitted by the preceding sentence, no option granted under the Plan or any of the rights and privileges thereby conferred shall be transferred, assigned, pledged, or hypothecated in any way (whether by operation of law or otherwise), and no such option, right, or privilege shall be subject to execution, attachment, or similar process. Upon any attempt so to transfer, assign, pledge, hypothecate, or otherwise dispose of the option, or of any right or privilege conferred thereby, contrary to the provisions thereof, or upon the levy of any attachment or similar process upon such option, right or privilege, the option and such rights and privileges shall immediately become null and void. 9. Termination of Employment (a) In the event that an optionee ceases to be an employee of the Corporation due to death or Disability, all of the optionee's options shall immediately become fully vested and exercisable and shall remain so for a period of one (1) year from the date of termination of employment, but in no event after their respective expiration dates. (b) In the event that an optionee ceases to be an employee of the Corporation as a result of Retirement, all of the optionee's options that were fully vested and exercisable on the date of termination of employment shall remain fully vested and exercisable (i) for a period of three (3) months from the date of termination of employment with respect to an ISO or (ii) until their respective termination dates, with respect to all other options. All of the optionee's options that were not fully vested and exercisable on such date shall terminate immediately. (c) In the case of an option that was not designated as an ISO under Section 3(b), if the optionee voluntarily ceases to be an officer or employee of the Corporation for any Good Reason, other than through Retirement, with one (1) year after a Change in Control, or in the event an optionee involuntarily ceases to be an officer or employee of the Corporation for any reason other than death, Disability or Cause within two (2) years after a Change in Control, all of the optionee's options that were fully vested and exercisable on the date of such termination of service shall remain fully vested and exercisable for a period of three (3) years from the date of such termination of service as an officer or of employment, but in no event after their respective expiration dates. All of the Optionee's options that were not fully vested and exercisable on the date of such termination shall continue to accrue to vest in accordance with their respective terms. (d) In the event that an optionee ceases to be an employee of the Corporation for any other reason, all of the optionee's options shall terminate immediately. 10. Listing and Registration of Shares Each option shall be subject to the requirement that if at any time the Board shall determine, in its discretion, that the listing, registration or qualification of the shares covered thereby upon any securities exchange or under any state or federal law or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the granting of such option or the issuance or purchase of shares thereunder, such option may not be exercised in whole or in part unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board. 11. Certain Definitions For purposes of the Plan, the following terms shall have the meanings set forth below: (a) "Cause" shall mean the occurrence of one of the following acts; (i) a conviction of the optionee for a felony or for any lesser crime or offense than a felony involving the property of the Corporation or one of its subsidiaries; (ii) the engaging by the optionee in conduct which has caused demonstrable and serious injury to the Corporation, monetary or otherwise, as evidenced by a determination in a binding and final judgment, order or decree of a court or administrative agency of competent jurisdiction, in effect after exhaustion or lapse of all rights or appeal, in an action, suit or proceeding, whether civil, criminal, administrative or investigative; or (iii) gross neglect of his duties as a director, officer or employee, gross dereliction of duty or other grave misconduct by the optionee and failure to cure such situation within thirty (30) days after receipt of notice hereof from-the President of the Corporation. (b) "Change in Control" shall mean the occurrence of any one of the following events: (i) any "person" (as that term is used in Sections 13(d) and 14(d)of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of twenty-five percent (25%) or more of the Common Stock; or (ii) any person (as defined above) is or becomes the beneficial owner (as defined above), directly or indirectly, of securities of Citizens representing forty percent (40%) or more of the combined voting power of the Corporation's then outstanding securities; or (iii) the sale by Citizens of all or substantially all of the capital stock of Citizens Bank of Maryland (formally known as Citizens Bank and Trust Corporation of Maryland) (the "Bank") owned by it or the sale by Citizens of substantially all of the assets of the Bank. (c) "Disability" shall mean a permanent and total disability as defined by Section 72(m)(7) of the Code or other applicable section of the Code, or any successor thereto of similar import. (d) "Good Reason" shall mean the occurrence of any one of the following events: (i) without his express written consent, the assignment to the optionee of any duties materially inconsistent with his position, duties, responsibilities and status with the Corporation prior to the Change in Control or a change in his reporting responsibilities; (ii) the removal of the optionee from, or the failure to re-elect the optionee to, any of the positions held by him prior to the Change in Control, except in connection with promotions to higher office or the termination of employment by reason of his death or for Cause; or (iii) a failure by the Corporation to provide or pay to the optionee any of the perquisites, benefits or compensation provided prior to the Change in Control or a reduction in any of such perquisites, benefits or compensation, except to the extent that the perquisites or benefits provided to all other key officers or employees of the Corporation (whichever is applicable to the optionee) are similarly modified or reduced. (e) "optionee" shall mean an officer or employee of the Corporation to whom an option is granted under the Plan. (f) "Retirement" shall mean the termination of employment of an individual pursuant to the regular retirement policy of the Corporation upon his or her attaining age 65 or upon his or her attaining early retirement age and with the consent of the Corporation. 12. Expiration and Termination of the Plan Options may be granted under the Plan at any time or from time to time as long as the total number of shares optioned or purchased under this Plan does not exceed 100,000 shares of Common Stock (subject to adjustment under Section 6). The Plan may be abandoned or terminated at any time by the Board of Directors of the Corporation except with respect to any options then outstanding under the Plan. No option shall be granted pursuant to the Plan after five (5) years from the effective date of the Plan. 13. Amendment of the Plan The Board of Directors may at any time and from time to time modify and amend the Plan in any respect; provided, however, that no such amendment shall: (a) increase (except in accordance with Section 6) the maximum number of shares for which options may be granted under the Plan either in the aggregate or to any individual employee; or (b) reduce (except in accordance with Section 6) the minimum exercise price that may be established under the Plan; or (c) change the provisions relating to the determination of employees to whom options shall be granted and the number of shares to be covered by such options; or (d) change the provisions relating to adjustments to be made upon changes in capitalization. The termination or any modification or amendment of the Plan shall not, without the consent of an optionee, affect his rights under an option theretofore granted to him. 14. Effective Date of the Plan This Plan shall become effective on the later of the date of its adoption by the Board of Directors of the Corporation or its approval by the vote of the holders of a majority of the outstanding shares of the Common Stock. This Plan shall not become effective unless such shareholder approval shall be obtained within twelve (12) months before or after the adoption of the Plan by the Board of Directors. Adopted by the Board of Directors: February 19, 1986 Approved by the Stockholders: April 2, 1986 Amended by the Board of Directors: February 15, 1989 Amended by the Board of Directors: November 9, 1993 CRESTAR/CITIZENS STOCK OPTION PLAN CHAPTER I Relating to Crestar Options Granted to Individuals Who Surrendered Citizens Options Granted Under the Citizens Bancorp 1988 Stock Option Plan. CITIZENS BANCORP 1988 STOCK OPTION PLAN 1. Purpose This 1988 Stock Option Plan, as amended (herein the "Plan") is intended as an employment incentive and to encourage stock ownership by certain key officers and employees of Citizens Bancorp ("Citizens") and its subsidiaries (together, the "Corporation") so that they may increase their proprietary interest in the Corporation's success. In this way, the Corporation will be assisted in its efforts to attract and retain highly qualified management personnel. 2. Administration The Plan shall be administered, construed and interpreted by the Compensation Committee, as appointed by the Board of Directors of Citizens (herein the "Committee"). The Committee shall consist of not less than three members of the Board of Directors. The Board of Directors may from time to time remove members from or add members to the Committee, and vacancies on the Committee, however caused, shall be filled by the Board of Directors. No member of the Committee shall be or have been eligible to participate in the Plan during the period of service on the Committee or during the twelve months immediately prior to commencement of such service. Subject to the provisions of the Plan and to the approval of the Board of Directors, the Committee shall determine: (a) The officers and employees to whom options shall be granted; (b) The number of shares on which options shall be granted to each officer and employee; (c) The price to be paid for the shares upon the exercise of option; (d) The termination date of such options; and (e) All other matters deemed necessary or advisable for the administration of the Plan. No member of the Board of Directors or the Committee shall be liable for any action or determination made in good faith, and the members shall be entitled to indemnification and reimbursement in the manner provided in Citizens' Articles of Incorporation or otherwise provided by law. The Committee shall furnish the Board with copies of all decisions, orders and determinations made by the Committee. 3. Eligibility The individuals who shall be eligible to participate in the Plan shall be such key salaried officers and employees of the Corporation as the President of Citizens shall recommend to the Committee or as the Committee shall determine from time to time. An optionee may hold more than one (1) option, but only on the terms and conditions herein set forth. 4. Stock The stock subject to the options and other provisions of the Plan shall be shares of Citizens' common stock, par value $2.50 per share, which is authorized but unissued, or reacquired common stock (the "Common Stock"). Subject to adjustment in accordance with the provisions of Section 5(g) hereof, the total amount of Common Stock on which options may be granted to persons under the Plan shall not exceed in the aggregate 750,000 shares. 5. Terms and Conditions of Options Stock Options granted pursuant to the Plan shall be evidenced by agreements in such form as the Board of Directors shall, from time to time, approve, which agreements shall in substance include and comply with and be subject to the following terms and conditions: (a) Medium and Time of Payment The option price shall be payable in United States dollars upon the exercise of the option and may be paid in cash or by certified check, bank draft or money order payable to the order of the Corporation. The option price may also be paid in the form of shares of Common Stock already owned by the Optionee, which shall be valued at the average of the high and low sale prices of the Common Stock as reported in the NASDAQ National Market System on the date that the option is exercised (or the most recent date prior to the date of exercise on which a transaction in the Common Stock was reported in such system). The "date that the option is exercised" shall be the date on which the Optionee delivers written notice of exercise of the option to the Secretary of Citizens. (b) Number of Shares The option shall state the total number of shares to which it pertains. No option may be exercised for less than one hundred (100) shares unless the issue of a lesser number is sufficient to exhaust the option. (c) Option Price The option price shall be the fair market value of the shares of Common Stock on the date of the granting of the option. The fair market value per share of the Common Stock shall be the average of the high and low sale prices of the Common Stock as reported in the NASDAQ National Market System. The "date that the option is granted" shall be the date on which Citizens issues a letter to the optionee advising him of the award of such option; provided, however, that the Optionee shall have no rights under such option until he exercises the option agreement described in this Section. (d) Expiration of Options Each option granted under the Plan shall expire not more than ten (10) years from the date such option is granted, as determined by the Committee. (e) Date of Exercise The Committee may in its discretion provide that an option may be exercised in whole or in part during any period or periods of time specified by the Committee. Except as herein otherwise provided, any option granted hereunder may be exercised in whole at any time, or in part from time to time, during its term. (f) Termination of Employment (i) In the event an Optionee ceases to be an employee of the Corporation due to Death or Disability, all of the Optionee's options shall immediately become fully vested and exercisable and shall remain so for a period of one (1) year from the date of termination of employment, but in no event after their respective expiration dates. (ii) In the event an Optionee ceases to be an employee of the Corporation as a result of Retirement, all of the Optionee's options that were fully vested and exercisable on the date of termination of employment shall remain fully vested and exercisable until their respective termination dates. All of the Optionee's options that were not fully vested and exercisable on such date shall terminate immediately. (iii) In the event an Optionee voluntarily ceases to be an officer or employee of the Corporation for any Good Reason, other than through Retirement, within one (1) year after a Change in Control, or in the event an Optionee involuntarily ceases to be an officer or employee of the Corporation for any reason other than Death, Disability or Cause within two (2) years after a Change of Control, all of the Optionee's options that fully vested and exercisable on the date of such termination shall remain fully vested and exercisable for a period of three (3) years from the date of such termination of service as an officer or of employment, but in no event after their respective expiration dates. All of the Optionee's options that were not fully vested and exercisable on the date of such termination shall continue to accrue to vest in accordance with their respective terms. (iv) In the event an Optionee ceases to be an employee of the Corporation for any other reason, all of the Optionee's options shall be terminated immediately. (g) Adjustments on Changes in Stock (i) The aggregate number of shares of Common Stock on which options may be granted to persons eligible to participate in the Plan, the number of shares thereof covered by each outstanding option and the price per share thereof in each such option, shall, subject to any required action by the stockholders of Citizens, be proportionately adjusted by the Committee for any increase or decrease in the number of issued shares of Common Stock resulting from the subdivision or consolidation of shares or other capital adjustment, or the payment of a stock dividend, or other increase or decrease in such shares, effected without receipt of consideration by citizens; provided, however, that no such adjustment shall be made unless and until the aggregate effect of all such increases and decreases accruing after the effective date of the Plan shall have increased or decreased the number of issued shares of Common Stock by five percent (5%) or more; and provided, further, that any fractional shares resulting from any such adjustment shall be eliminated. Any such determination by the Committee shall be conclusive. (ii) For purposes of this Section 5(g)(ii), the term "option shares" shall mean the number of shares of Common Stock on which an option under the Plan originally was granted, as from time to time adjusted pursuant to Section 5(g)(i). In the event that shares of Common Stock are issued to holders of the Common Stock upon the exercise of any rights distributed or issued to such holders to purchase shares of Common Stock at a price that is less than the then-fair market value of the Common Stock, the number of shares of Common Stock subject to the Plan and to an option and the exercise price of the option shall be adjusted in the following manner: (A) The number of shares of Common Stock subject to the option shall be adjusted to equal the number of option shares immediately before such rights became exercisable plus the total number of shares of Common Stock that would be issuable upon the exercise in full of all such rights to which the Optionee would be entitled if he were the holder of record of the option shares as of the record date for such rights. (B) The per share exercise price of the option shall be adjusted to equal the total exercise price of the option (option shares times exercise price) immediately before any such rights became exercisable plus the total exercise price of all such rights to which the Optionee would be entitled if he were the holder of record Of the option shares as of the record date for any such rights, divided by the number of option shares, as adjusted in Section 5(g)(ii)(A). (C) The number of shares of Common Stock subject to the Plan shall be adjusted to equal the number of shares subject to the Plan immediately before such rights became exercisable (for purposes of this Section 5(g)(ii), the "Plan shares") plus the product of the Plan shares multiplied by the number of shares of Common Stock issuable upon the exercise of one such right. (iii) Except as hereinbefore expressly provided, the Optionee shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock dividend or other increase or decrease in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger or consolidation or spin-off of assets or stock of another corporation; and any issue by Citizens of shares of stock of any class or securities convertible into shares of stock of any class shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to the option. (iv) The grant of an option pursuant to the Plan shall not affect in any way the right or power of Citizens to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge, consolidate, dissolve or liquidate or to transfer all or part of its business or assets. (h) Assignability No option shall be assignable or transferable except by will or by the laws of descent and distribution. During the lifetime of an Optionee, an option shall be exercisable only by him. (i) Agreement by Optionee If, at the time of the exercise of any option, it is necessary or desirable that the Optionee exercising the option shall agree that he or she will purchase the shares that are subject to the option for investment and not with any present intention to resell the same, the Optionee will, at the request of the Committee, execute and deliver to Citizens an agreement to such effect. (j) Tax Withholding The Optionee may remit to Citizens at the time of exercise of an option any taxes required to be withheld by Citizens under federal, state or local law as a result of the exercise of such option. Alternatively, the Optionee may (i) direct Citizens to withhold from the shares to be received upon such exercise the number of shares sufficient to satisfy the applicable tax withholding requirements or (ii) deliver shares already owned by the Optionee in satisfaction of the tax withholding requirements. In either event, such shares will be valued at the fair market value (as defined in Section 5(a)) of the Common Stock on the date of exercise of the option. If the Optionee does not remit such taxes at the time of exercise of an option, the Optionee will be deemed to have authorized the Corporation to withhold such taxes in accordance with applicable law from any regular cash compensation payable to him. (k) Other Conditions The option agreement authorized under the Plan may contain such other provisions as the Committee shall deem advisable. 6. Certain Definitions For purposes of the Plan, the following terms shall have the meanings set forth below: (a) "Cause" shall mean the occurrence of one of the following acts: (i) A conviction of the Optionee for a felony or for any lesser crime or offense than a felony involving the property of the Corporation or one of is Subsidiaries; (ii) The engaging by the Optionee in conduct which has caused demonstrable and serious injury to the Corporation, monetary or otherwise, as evidenced by a determination in a binding and final judgment, order or decree of a court or administrative agency of competent jurisdiction, in effect after exhaustion or lapse of all rights of appeal, in an action, suit or proceeding, whether civil, criminal, administrative or investigative; or (iii) Gross neglect of his duties as a director, officer or employee, gross dereliction of duty or other grave misconduct by the Optionee and failure to cure such situation within thirty (30) days after receipt of notice thereof from the President of Citizens. (b) "Change in Control" shall mean the occurrence of any one of the following events: (i) any "person" (as that term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934 (the "Exchange Act")), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of twenty-five percent (25%) or more of the Common Stock; or (ii) any "person", as described above, is or becomes the "beneficial owner", directly or indirectly, of securities of Citizens representing forty percent (40%) or more of the combined voting power of the Corporation's then outstanding securities; or (iii) the sale by Citizens of all or substantially all of the capital stock of Citizens Bank of Maryland (formally known as Citizens Bank and Trust Company of Maryland) (the "Bank") owned by it or the sale by Citizens of substantially all of the assets of the Bank. (c) "Disability" shall mean a permanent and total disability as defined by Section 72(m)(7) of the Internal Revenue Code of 1986, as from time to time amended, or any successor thereto of similar import. (d) "Good Reason" shall mean the occurrence of any one of the following events: (i) without his express written consent, the assignment to the Optionee of any duties materially inconsistent with his position, duties, responsibilities and status with the Corporation prior to the Change in Control or a change in his reporting responsibilities; (ii) the removal of the Optionee from, or the failure to reelect the Optionee to, any of the positions held by him prior to the Change in Control, except in connection with promotions to higher office or the termination of employment by reason of his death or for Cause; or (iii) a failure by the Corporation to provide or pay to the Optionee any of the perquisites, benefits or compensation provided prior to the Change in Control or a reduction in any of such perquisites, benefits or compensation, except to the extent that the perquisites or benefits provided to all other key officers or employees of the Corporation (whichever is applicable to the Optionee) are similarly modified or reduced. (e) "Optionee" shall mean an officer or employee of the Corporation to whom an option is granted under the Plan. (f) "Retirement" shall mean the termination of employment of an individual pursuant to the regular retirement policy of the Corporation upon his or her attaining age 65 or upon his or her attaining early retirement age and with the consent of the Corporation. 7. Modification of Options Subject to the terms and conditions and within the limitations of the Plan, the Board of Directors may modify, extend or renew outstanding options (to the extent not theretofore exercised) and authorize the granting of new options in substitution therefor; provided, however, that any such modifications shall be limited to those which are not adverse to the interests of the Optionee or are necessary to cause the Plan or options to comply with any applicable legal requirements. 8. Amendment of the Plan The Board of Directors may, from time to time, with respect to any shares reserved under the Plan but not subject to options, revise or amend the Plan in any respect. However, the Board of Directors may not, without stockholder approval, (a) increase the number of shares of Common Stock which may be reserved for issuance under the Plan, except as provided in Paragraph 5(g) hereof, (b) fix the option price at less than the fair market value of the Common Stock on the date the option is granted, or (c) change the provisions relating to the administration of the Plan by a Committee consisting of directors of Citizens not eligible to receive options. 9. Termination The Board of Directors may terminate the Plan at any time, and no option shall be granted thereafter. Such termination shall not affect the validity of any option agreement then outstanding. 10. Effective Date The Plan shall become effective when it is approved by the holders of a majority of the Common Stock. - Adopted by the Board of Directors on December 16, 1987. - Approved by the Stockholders on April 6, 1988. - Amended by the Board of Directors on February 15, 1989. - Amended Plan approved by Stockholders on May 9, 1990. - Amended by the Board of Directors on December 10, 1992. - Amended Plan approved by Stockholders on May 12, 1993. - Amended by the Board of Directors on November 9, 1993. EX-5 3 1/3/97 Exhibit 5 HUNTON & WILLIAMS 951 EAST BYRD STREET RICHMOND, VA 23219 January 3, 1997 Board of Directors Crestar Financial Corporation 919 East Main Street Richmond, Virginia 23219 Registration Statement on Form S-8 Citizens Bancorp Ladies and Gentlemen: We are acting as counsel for Crestar Financial Corporation (the "Company") in connection with the registration under the Securities Act of 1933 of 560,000 shares of its common stock (the "Common Stock"). The transaction in which the Common Stock will be issued is described in the Company's Registration Statement on Form S-8 (the "Registration Statement") filed with the Securities and Exchange Commission and relates to Crestar shares issuable upon exercise of stock options to acquire Common Stock granted to individuals who surrendered options to acquire Citizens Bancorp common stock. In connection with the filing of the Registration Statement, you have requested our opinion concerning certain corporate matters. We are of the opinion that: 1. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the Commonwealth of Virginia. 2. The Common Stock has been duly authorized and, when the shares have been issued as described in the Registration Statement, will be legally issued, fully paid and nonassessable. We consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and to the references to us in the Proxy Statement/Prospectus included therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by section 7 of the Securities Act of 1933 or the rules and regulations promulgated thereunder by the Securities and Exchange Commission. Very truly yours, HUNTON & WILLIAMS EX-23.2 4 Exhibit 23.2 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Crestar Financial Corporation We consent to the use of our report incorporated by reference. Our report refers to a change in accounting for certain investments in debt and equity securities. /s/ KPMG PEAT MARWICK LLP KPMG PEAT MARWICK LLP Richmond, Virginia January 6, 1997 -----END PRIVACY-ENHANCED MESSAGE-----