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...Rights Agreement • July 22nd, 1998 • Crestar Financial Corp • National commercial banks
IN WITNESS WHEREOF, each of the parties has caused this Stock Option Agreement to be executed on its behalf by their officers thereunto duly authorized, all as of the date first above written. SUNTRUST BANKS, INC., as Issuer By: /s/ L. Phillip Humann...Stock Option Agreement • July 22nd, 1998 • Crestar Financial Corp • National commercial banks
STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT, dated as of July 20, 1998, between SUNTRUST BANKS, INC., a Georgia corporation ("Issuer"), and CRESTAR FINANCIAL CORPORATION, a Virginia corporation ("Grantee"). W I T N E S S E T H: WHEREAS, as a condition to, and contemporaneous with the execution of an Agreement and Plan of Merger dated July 20, 1998 ("Agreement") and in consideration therefor, the parties are entering into this Stock Option Agreement pursuant to which Issuer has agreed to grant Grantee the Option (as hereinafter defined): NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth herein and in the Agreement, the parties hereto agree as follows: 1. (a) Issuer hereby grants to Grantee an unconditional, irrevocable option (the "Option") to purchase, subject to the terms hereof, up to 21,097,697 fully paid and nonassessable shares of common stock, par value $1.00 ("Common Stock"), of Issuer at a price of $87.00 per share (such price
AGREEMENT AND PLAN OF MERGER BY AND AMONG SUNTRUST BANKS, INC. CRESTAR FINANCIAL CORPORATIONMerger Agreement • July 22nd, 1998 • Crestar Financial Corp • National commercial banks • Georgia
