AMENDMENT NO. 1 TO RIGHTS AGREEMENT
AMENDMENT NO. 1, dated as of July 20, 1998 (this "Amendment"), to
the Rights Agreement, dated as of June 23, 1989 (the "Rights Agreement"),
between Crestar Financial Corporation, a Virginia corporation (the
"Company"), and Mellon Bank, N.A., as rights agent (the "Rights Agent").
WITNESSETH
WHEREAS, the Company and the Rights Agent have previously entered
into the Rights Agreement; and
WHEREAS, no Distribution Date (as defined in Section 1(h) of the
Rights Agreement) has occurred as of the date of this Amendment; and
WHEREAS, Section 27 of the Rights Agreement provides that the
Company may from time to time supplement or amend the Rights Agreement in
accordance with the terms of Section 27; and
WHEREAS, the Company, SunTrust Banks, Inc., a Georgia corporation
("Parent"), and SMR Corporation, a Virginia corporation ("Merger Sub") have
entered into an Agreement and Plan of Merger, dated as of July 20, 1998
(the "Merger Agreement"), pursuant to which Merger Sub will merge (the
"Merger") with and into the Company with the Company as the surviving
corporation in the Merger; and
WHEREAS, in connection with the Merger Agreement, the Company and
Parent have entered into a Stock Option Agreement, dated as of July 20,
1998 (the "Option Agreement"), pursuant to which the Company has granted to
Parent an option to purchase certain shares of the Company's Common Stock
under certain circumstances and upon certain terms and conditions; and
WHEREAS, the Board of Directors has determined that the
transactions contemplated by the Merger Agreement are in the best interests
of the Company and its stockholders; and
WHEREAS, the Board of Directors has determined that it is
advisable and in the best interest of the Company and its stockholders to
amend the Rights Agreement to exempt the Merger Agreement, the Option
Agreement and the transactions contemplated thereby (including, without
limitation, the option granted pursuant to the Option Agreement) from the
application of the Rights Agreement; and
WHEREAS, the Board of Directors of the Company has approved and
adopted this Amendment and directed that the proper officers take all
appropriate steps to execute and put into effect this Amendment.
NOW, THEREFORE, the Company hereby amends the Rights Agreement as
follows:
1. Section 1(a) of the Rights Agreement is hereby amended by
inserting the following proviso at the end thereof;
"; provided, however, that, until the termination of
both the Merger Agreement and the Stock Option
Agreement (each as defined below) in accordance with
their respective terms, neither SunTrust Banks, Inc., a
Georgia corporation ("Acquiror"), nor any Affiliate or
Associate of Acquiror (collectively with Acquiror, the
"Acquiror Parties") shall be deemed to be an Acquiring
Person by virtue of the fact that Acquiror is the
Beneficial Owner solely of shares of Common Stock (i)
of which any Acquiror Party is or becomes the
Beneficial Owner by reason of the approval, execution
or delivery of the Agreement and Plan of Merger, dated
as of July 20, 1998, by and among the Company, Acquiror
and SMR Corporation, a Virginia corporation, as may be
amended from time to time (the "Merger Agreement"), or
the Stock Option Agreement, dated as of July 20, 1998,
between the Company, as issuer, and Acquiror, as
grantee, as may be amended from time to time (the
"Stock Option Agreement"), or by reason of the
consummation of any transaction contemplated in the
Merger Agreement, the Stock Option Agreement or both,
(ii) of which any Acquiror Party is the Beneficial
Owner on the date hereof, (iii) acquired in
satisfaction of debts contracted prior to the date
hereof by any Acquiror Party in good faith in the
ordinary course of such Acquiror Party's banking
business, (iv) held by any Acquiror Party in a bona
fide fiduciary or depository capacity, or (v) owned in
the ordinary course of business by either (A) an
investment company registered under the Investment
Company Act of 1940, as amended, or (B) an investment
account, in either case for which any Acquiror Party
acts as investment advisor."
2. Section 13 of the Rights Agreement is hereby amended to add
the following subsection (d) at the end thereof:
"Notwithstanding any other provision of this Agreement, at the
Effective Time (as defined in the Merger Agreement), the Common
Stock will be converted into the consideration provided for in
the Merger Agreement, and all Rights attached thereto shall
simultaneously be extinguished with no additional consideration
being paid on account thereof."
3. Section 15 of the Rights Agreement is hereby modified and
amended to add the following sentence at the end thereof:
"Nothing in this Agreement shall be construed to give any holder
of Rights or any other Person any legal or equitable rights,
remedies or claims under this Agreement in connection with any
transactions contemplated by the Merger Agreement or the Stock
Option Agreement."
4. This Amendment shall be deemed to be in force and effective
immediately prior to the execution and delivery of the Merger Agreement.
Except as amended hereby, the Rights Agreement shall remain in full force
and effect and shall be otherwise unaffected hereby.
5. Capitalized terms used in this Amendment and not defined
herein shall have the meanings assigned thereto in the Rights Agreement.
6. This Amendment may be executed in any number of counterparts
and each of such counterparts shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute but one and
the same instrument.
7. In all respects not inconsistent with the terms and
provisions of this Amendment, the Rights Agreement is hereby ratified,
adopted, approved and confirmed. In executing and delivering this
Amendment, the Rights Agent shall be entitled to all the privileges and
immunities afforded to the Rights Agent under the terms and conditions of
the Rights Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 1 to be duly executed and attested as of the day and year first above
written.
ATTEST: CRESTAR FINANCIAL CORPORATION
By: /s/ Xxxx X. Xxxxx, III By: /s/ Xxxxx X. Xxxx
--------------------------- -----------------------------
Name: Xxxx X. Xxxxx, III Name: Xxxxx X. Xxxx
Title: Corporate Senior Vice Title: Group Executive Vice
President, General President, Controller
Counsel & Assistant & Treasurer
Corporate Secretary
ATTEST: MELLON BANK, N.A.
By: /s/ Xxxx Xxxxxxxxxx By: /s/ Xxxxxxx Xxxxxx
-------------------------- -----------------------------
Name: Xxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxx
Title: As Agent Title: As Agent
