Crestar Financial Corporation Board Resolution Amending Directors' Equity Program (December 20, 1996)

Summary

Crestar Financial Corporation's Board of Directors approved an amendment to the Directors' Equity Program, specifically redefining who qualifies as a Director for the program. The new definition excludes employees, affiliates, subsidiaries, and Board members who must transfer their retainer fees to their employer or firm. The resolution also authorizes company officers to take any necessary actions to implement these changes without further Board approval.

EX-10.37 7 dex1037.txt EXHIBIT 10.37 Exhibit 10.37 CRESTAR FINANCIAL CORPORATION BOARD OF DIRECTORS MEETING Friday, December 20, 1996 RESOLUTIONS AMENDING THE DIRECTORS' EQUITY PROGRAM: RESOLVED, that the Board of Directors of Crestar Financial Corporation hereby amends Section 2(k) of the Crestar Financial Corporation Directors' Equity Program to provide as follows: Director means a duly elected or appointed member of the Board who is not -------- an employee of the Company or an affiliate or subsidiary of the Company, excluding any member of the Board who is required to transfer, assign or pay his or her Retainer Fee to the member's employer or firm. FINALLY RESOLVED, that the appropriate officers of the Corporation are hereby authorized and directed to take such actions and to execute such documents as they deem necessary or appropriate to implement the foregoing resolution, all without the necessity of further action by this Board.