SOUTHERN NATIONAL CORPORATION

              OMNIBUS STOCK INCENTIVE PLAN



























               Effective February 17, 1994


              SOUTHERN NATIONAL CORPORATION
              OMNIBUS STOCK INCENTIVE PLAN


                        ARTICLE I

                       DEFINITIONS


1.01.  Agreement means a written agreement (including any
amendment or supplement thereto) between SNC and a
Participant specifying the terms and conditions of an
award of Restricted Stock or Performance Shares or an
Option or SAR granted to such Participant.

1.02.  Applicable Percentage means the same percentage,
in multiples of 5%, by which the Performance Share Value
during a Valuation Period exceeds the Fair Market Value
of SNC Common Stock on the date that a Performance Share
award was granted.  The Applicable Percentage cannot be
less than zero but can exceed 100%.

1.03.  Board means the Board of Directors of SNC.

1.04.  Code means the Internal Revenue Code of 1986, as
amended.

1.05.  Committee means the Compensation Committee of the
Board appointed to administer the Plan.

1.06.  Corresponding SAR means an SAR that is granted in
relation to a particular Option and that can be exercised
only upon the surrender to SNC, unexercised, of that
portion of the Option to which the SAR relates.

1.07. Date of Exercise means (i) with respect to an
Option, the date that the Option price is received by SNC
and (ii) with respect to an SAR, the date that the notice
of exercise is received by SNC.

1.08. Fair Market Value means, on any given date, the
closing price of SNC Common Stock as reported on the New
York Stock Exchange.  If SNC Common Stock was not traded
on the New York Stock Exchange on such date, then Fair
Market Value is determined with reference to the next
preceding day that SNC Common Stock was so traded.

1.09. Initial Value means, with respect to an SAR, the
Fair Market Value of one share of SNC Common Stock on the
date of grant, as set forth in an Agreement.

1.10.  Legal Disability means that a Participant is
permanently and totally disabled within the meaning of
Code section 22(e)(3).

1.11.  Option means a stock option that entitles the
holder to purchase from SNC a stated number of shares of
SNC Common Stock at the price set forth in an Agreement.

1.12.  Participant means an employee of SNC or of a
Subsidiary, including an employee who is a member of the
Board, or a non-employee who satisfies the requirements
of Article IV and is selected by the Committee to receive
a Restricted Stock or Performance Share award, an Option,
an SAR, or a combination thereof.

1.13.  Performance Share means an award, in the amount
determined by the Committee and specified in an Agree-
ment, stated with reference to a specified number of
shares of SNC Common Stock, that entitles the holder to
receive shares of SNC Common Stock, a cash payment, or a
combination of SNC Common Stock and cash, in accordance
with the provisions of Article X.  The Committee, in its
discretion, will determine whether a Performance Share
will be settled with shares of SNC Common Stock, cash or
a combination of SNC Common Stock and cash.

1.14.  Performance Share Value means the lowest Fair
Market Value of SNC Common Stock during a Valuation
Period.

1.15.  Plan means the Southern National Corporation
Omnibus Stock Incentive Plan.

1.16.  Restricted Stock means shares of SNC Common Stock
awarded to a Participant under Article IX.  Shares of SNC
Common Stock shall cease to be Restricted Stock when, in
accordance with the terms of the applicable Agreement,
they become transferable and free of substantial risks of
forfeiture.

1.17.  Retirement means that a Participant has separated
from service on or after his earliest early retirement
date established under a tax-qualified pension or profit
sharing plan maintained by SNC or a Subsidiary in which
he participates.

1.18.  SAR means a stock appreciation right that entitles
the holder to receive, with respect to each share of SNC
Common Stock encompassed by the exercise of such SAR, the
amount determined by the Committee and specified in an
Agreement.  In the absence of such a determination, the
holder shall be entitled to receive, with respect to each
share of SNC Common Stock encompassed by the exercise of
such SAR, the excess of the Fair Market Value on the Date
of Exercise over the Initial Value.  References to "SARs"
include both Corresponding SARs and SARs granted indepen-
dently of Options, unless the context requires otherwise.

1.19.  SNC means Southern National Corporation.

1.20.  SNC Common Stock means the common stock, $5.00 par
value, of SNC.

1.21.  Subsidiary means any "subsidiary corporation" as
such term is defined in Code section 424.

1.22.  Valuation Period means the period beginning on
January 1 and ending on the following December 31
beginning with the January 1 following the date of a
Performance Share award and during each of the four
calendar years thereafter.  There shall be five Valuation
Periods with respect to each Performance Share award.


                       ARTICLE II

                        PURPOSES


       The Plan is intended to assist SNC in recruiting
and retaining employees with ability and initiative by
enabling employees to participate in its future success
and to associate their interests with those of SNC and
its shareholders.  The Plan is intended to permit the
award of shares of Restricted Stock, the award of
Performance Shares, the grant of SARs, and the grant of
both Options qualifying under Code section 422
("incentive stock options") and Options not so
qualifying.  No Option that is intended to be an
incentive stock option shall be invalid for failure to
qualify as an incentive stock option.  The proceeds
received by SNC from the sale of SNC Common Stock
pursuant to this Plan shall be used for general corporate
purposes.


                       ARTICLE III

                     ADMINISTRATION


       Except as provided in this Article III, the Plan
shall be administered by the Committee.  The Committee
shall have authority to award Restricted Stock and
Performance Shares and to grant Options and SARs upon
such terms (not inconsistent with the provisions of this
Plan) as the Committee may consider appropriate.  Such
terms may include conditions (in addition to those con-
tained in this Plan) on the exercisability of all or any
part of an Option or SAR or on the transferability or
forfeitability of Restricted Stock.  Notwithstanding any
such conditions, the Committee may, in its discretion,
accelerate the time at which any Option or SAR may be
exercised or the time at which Restricted Stock may
become transferable or nonforfeitable.  In addition, the
Committee shall have complete authority to interpret all
provisions of this Plan; to prescribe the form of Agree-
ments; to adopt, amend, and rescind rules and regulations
pertaining to the administration of the Plan; and to make
all other determinations necessary or advisable for the
administration of this Plan.  The express grant in the
Plan of any specific power to the Committee shall not be
construed as limiting any power or authority of the
Committee.  Any decision made, or action taken, by the
Committee or in connection with the administration of
this Plan shall be final and conclusive.  No member of
the Committee shall be liable for any act done in good
faith with respect to this Plan or any Agreement, or
Option, SAR, Restricted Stock award or Performance Share
award.  All expenses of administering this Plan shall be
borne by SNC.

       The Committee, in its discretion, may delegate to
one or more officers of SNC, all or part of the
Committee's authority and duties with respect to Partici-
pants who are not subject to the reporting and other
provisions of Section 16 of the Securities Exchange Act
of 1934, as in effect from time to time.  In the event of
such delegation, and as to matters encompassed by the
delegation, references in the Plan to the Committee shall
be interpreted as a reference to the Committee's delegate
or delegates.  The Committee may revoke or amend the
terms of a delegation at any time but such action shall
not invalidate any prior actions of the Committee's
delegate or delegates that were consistent with the terms
of the Plan.


                       ARTICLE IV

                       ELIGIBILITY


4.01.  General.  Any employee of SNC or of any Subsidiary
(including any corporation that becomes a Subsidiary
after the adoption of this Plan) is eligible to
participate in this Plan if the Committee, in its sole
discretion, determines that such person has contributed
or can be expected to contribute to the profits or growth
of SNC or a Subsidiary.  Any such employee may be awarded
shares of Restricted Stock or Performance Shares or may
be granted one or more Options, SARs, or Options and
SARs.  A Director of SNC who is an employee of SNC or a
Subsidiary may be awarded shares of Restricted Stock and
Performance Shares and may be granted Options or SARs
under this Plan.  Further, the Committee may from time to
time in its sole discretion award shares of Restricted
Stock and Performance Shares and may grant Options or
SARs to non-employees or non-key employees in conjunction
with mergers and acquisition transactions.  A member of
the Committee may not participate in this Plan during the
time that his participation would prevent the Committee
from being "disinterested" for purposes of Securities and
Exchange Commission Rule 16b-3 as in effect from time to
time.

4.02.  Grants.  The Committee will designate individuals
to whom shares of Restricted Stock and Performance Shares
are to be awarded and to whom Options and SARs are to be
granted and will specify the number of shares of SNC
Common Stock subject to each award or grant.  An Option
may be granted with or without a related SAR.  An SAR may
be granted with or without a related Option.  All shares
of Restricted Stock and Performance Shares awarded, and
all Options and SARs granted, under this Plan shall be
evidenced by Agreements which shall be subject to the
applicable provisions of this Plan and to such other
provisions as the Committee may adopt.  No Participant
may be granted incentive stock options or related SARs
(under all incentive stock option plans of SNC and its
Subsidiaries) which are first exercisable in any calendar
year for stock having an aggregate Fair Market Value
(determined as of the date an option is granted) exceed-
ing $100,000.  In addition, no Participant may be granted
Options and SARs that are not related to an Option in any
calendar year for more than 30,000 shares of SNC Common
Stock.  For purposes of the preceding sentence an Option
and related SAR shall be treated as a single award.


                        ARTICLE V

                  STOCK SUBJECT TO PLAN


5.01.  Source of Shares.  Upon the award of shares of
Restricted Stock and when a Performance Share is earned,
SNC may issue authorized but unissued SNC Common Stock. 
Upon the exercise of an Option or SAR, SNC may deliver to
the Participant (or the Participant's broker if the
Participant so directs), authorized but unissued SNC
Common Stock.

5.02.  Maximum Number of Shares.  The maximum aggregate
number of shares of SNC Common Stock that may be issued
pursuant to the exercise of Options and SARs and the
award of Restricted Stock and the settlement of Perfor-
mance Shares under this Plan is four million, subject to
increases and adjustments as provided in this Article V
and Article X.

5.03.  Replenishment.  The maximum number of shares
authorized for issuance under this Plan under Sec-
tion 5.02 shall be increased each year by 3% (the
Replenishment Percentage) of the amount, if any, by which
the total number of shares of SNC Common Stock
outstanding as of the last day of SNC's fiscal year
exceeds the total number of shares of SNC Common Stock
outstanding as of the first day of such fiscal year. 
Provided, however, that in no event shall the total
number of shares authorized for issuance under this Plan
exceed 10% of authorized and outstanding SNC Common Stock
as of the time of any replenishment adjustment.  The
issuance of shares of SNC Common Stock under this Plan
and the application of Article X shall be disregarded for
purposes of applying the preceding sentence.  This
Section 5.03 shall first apply with respect to the fiscal
year of SNC beginning on January 1, 1995.

5.04.  Incentive Stock Options.  Sections 5.02 and 5.03
to the contrary notwithstanding, the maximum aggregate
number of shares of SNC Common Stock that may be issued
pursuant to the exercise of Options that are incentive
stock options granted under this Plan is four million,
subject to adjustment as provided in Article X.

5.05.  Forfeitures, etc.  If an Option or SAR is
terminated, in whole or in part, for any reason other
than its exercise, the number of shares of SNC Common
Stock allocated to the Option or SAR or portion thereof
may be reallocated to other Options, SARs, Restricted
Stock, and Performance Share awards to be granted under
this Plan.  Any shares of Restricted Stock that are
forfeited may be reallocated to other Options, SARs or
Restricted Stock awards to be granted under this Plan.


                       ARTICLE VI

                      OPTION PRICE


       The price per share for SNC Common Stock purchased
on the exercise of an Option shall be determined by the
Committee on the date of grant; provided, however, that
the price per share for SNC Common Stock purchased on the
exercise of any non-incentive stock option shall not be
less than eighty-five percent (85%) of the Fair Market
Value on the date the Option is granted.  The price per
share for SNC Common Stock purchased on the exercise of
any incentive stock option shall not be less than one-
hundred percent (100%) of the Fair Market Value on the
date the Option is granted.


                       ARTICLE VII

                   EXERCISE OF OPTIONS


7.01.  Maximum Option or SAR Period.  The maximum period
in which an Option or SAR may be exercised shall be
determined by the Committee on the date of grant except
that no Option that is an incentive stock option and any
Corresponding SAR that relates to such Option shall be
exercisable after the expiration of ten years from the
date the Option or SAR was granted.  The terms of any
Option or SAR may provide that it is exercisable for a
period less than such maximum period.

7.02.  Nontransferability.  Any Option or SAR granted
under this Plan shall be nontransferable except by will
or by the laws of descent and distribution.  In the event
of any such transfer, the Option and any Corresponding
SAR that relates to such Option must be transferred to
the same person or persons or entity or entities.  During
the lifetime of a Participant to whom an Option or SAR is
granted, the Option or SAR may be exercised only by the
Participant.  No right or interest of a Participant in
any Option or SAR shall be liable for, or subject to, any
lien, obligation, or liability of such Participant.


                      ARTICLE VIII

                   METHOD OF EXERCISE


8.01.  Exercise.  An Option or SAR granted under this
Plan shall be deemed to have been exercised on the Date
of Exercise.  Subject to the provisions of Articles VII
and XI, an Option or SAR may be exercised in whole at any
time or in part from time to time at such times and in
compliance with such requirements as the Committee shall
determine; provided, however, that a Corresponding SAR
that is related to an incentive stock option may be exer-
cised only to the extent that the related Option is exer-
cisable and only when the Fair Market Value exceeds the
option price of the related Option.  An Option or SAR
granted under this Plan may be exercised with respect to
any number of whole shares less than the full number of
whole shares for which the Option or SAR could be exer-
cised.  A partial exercise of an Option or SAR shall not
affect the right to exercise the Option or SAR from time
to time in accordance with this Plan and the applicable
Agreement with respect to remaining shares subject to the
Option or related to the SAR.  The exercise of either an
Option or Corresponding SAR shall result in the termina-
tion of the other to the extent of the number of shares
with respect to which the Option or Corresponding SAR is
exercised.

8.02.  Payment.  Unless otherwise provided by the Agree-
ment, payment of the Option price shall be made in cash
or a cash equivalent acceptable to the Committee.  If the
Agreement provides, payment of all or part of the Option
price may be made by surrendering shares of SNC Common
Stock to SNC.  If SNC Common Stock is used to pay all or
part of the Option price, the shares surrendered must
have a Fair Market Value (determined as of the day
preceding the Date of Exercise) that is not less than
such price or part thereof.

8.03.  Determination of Payment of Cash and/or SNC Common
Stock Upon Exercise of SAR.  At the Committee's discre-
tion, the amount payable as a result of the exercise of
an SAR may be settled in cash, SNC Common Stock, or a
combination of cash and SNC Common Stock.  A fractional
share shall not be deliverable upon the exercise of an
SAR but a cash payment will be made in lieu thereof.

8.04.  Shareholder Rights.  No Participant shall have any
rights as a stockholder with respect to shares subject to
an Option or SAR until the Date of Exercise of such
Option or SAR.


                       ARTICLE IX

                    RESTRICTED STOCK


9.01.  Award.  In accordance with the provisions of Arti-
cle IV, the Committee will designate each individual to
whom an award of Restricted Stock is to be made and will
specify the number of shares of SNC Common Stock covered
by the award.

9.02.  Vesting.  The Committee, on the date of the award,
may prescribe that a Participant's rights in the
Restricted Stock shall be forfeitable or otherwise
restricted for a period of time set forth in the Agree-
ment.  By way of example and not of limitation, the
restrictions may postpone transferability of the shares
or may provide that the shares will be forfeited if the
Participant separates from the service of SNC and its
Subsidiaries before the expiration of a stated term or if
SNC, SNC and its Subsidiaries or the Participant fail to
achieve stated objectives.

9.03.  Shareholder Rights.  Prior to their forfeiture in
accordance with the terms of the Agreement and while the
shares are Restricted Stock, a Participant will have all
rights of a shareholder with respect to Restricted Stock,
including the right to receive dividends and vote the
shares; provided, however, that (i) a Participant may not
sell, transfer, pledge, exchange, hypothecate, or other-
wise dispose of Restricted Stock, (ii) SNC shall retain
custody of the certificates evidencing shares of
Restricted Stock, and (iii) the Participant will deliver
to SNC a stock power, endorsed in blank, with respect to
each award of Restricted Stock.  The limitations set
forth in the preceding sentence shall not apply after the
shares cease to be Restricted Stock.


                        ARTICLE X

                PERFORMANCE SHARE AWARDS


10.01. Award.  In accordance with the provisions of Arti-
cle IV, the Committee will designate individuals to whom
an award of Performance Shares is to be granted and will
specify the number of shares of SNC Common Stock covered
by the award.  The number of shares of SNC Common Stock
covered by a Performance Share award is merely a target;
the number of shares of SNC Common Stock earned and
issued under a Performance Share award may be more or
less than the target based on the Applicable Percentage.

10.02. Earning the Award.  A Performance Share award will
be earned based on the Performance Share Value during
each of the five Valuation Periods following the date of
award.  The number of shares of SNC Common Stock earned
under a Performance Share award as of the end of a
Valuation Period will be equal to the product of (i) the
number of shares covered by the Performance Share award
and (ii) the Applicable Percentage; provided, however,
that such product shall be reduced by the number of
shares of SNC Common Stock earned or, in the case of a
cash payment, the number of shares represented by the
payment, in a prior Valuation Period with respect to the
same Performance Share Award.

10.03. Employment.  Section 10.02 to the contrary not-
withstanding, a Participant's right to earn additional
shares of SNC Common Stock or cash payments under
Performance Share awards shall terminate if the
Participant's employment with SNC and its Subsidiaries
ends for reasons other than death, Legal Disability or
Retirement.  The preceding sentence shall not affect a
Participant's right to receive shares of SNC Common Stock
or cash payments that were earned in a Valuation Period
that ended before the Participant's termination of
employment.  If a Participant's employment with SNC and
its Subsidiaries ends on account of death, Legal
Disability or Retirement, the Participant (or the
Participant's estate in the case of his death), shall be
entitled to receive shares of SNC Common Stock or cash
payment to the extent that Performance Shares are earned
in Valuation Periods preceding the Participant's
termination of employment and the next following
Valuation Period.

10.04. Issuance of Shares.  To the extent that a Perfor-
mance Share award is settled with SNC Common Stock, the
shares of SNC Common Stock earned in accordance with Sec-
tion 10.02 shall be issued to the Participant as soon as
practicable after the end of the Valuation Period;
provided, however, that no shares shall be issued unless
the Committee certifies the number of shares of SNC
Common Stock earned by the Participant during that
Valuation Period.  A fractional share shall not be
issuable under this Article X but instead will be settled
in cash.

10.05. Settlement in Cash.  To the extent that a Perfor-
mance Share award is settled in cash, the payment will be
made in a single sum as soon as practicable after the end
of the Valuation Period; provided, however, that no pay-
ment shall be made unless the Committee certifies the
amount earned by the Participant during that Valuation
Period.  To the extent that a Performance Share award is
settled in cash, the amount of cash payable under a
Performance Share award shall equal the Fair Market Value
number of shares of SNC Common Stock earned during the
Valuation Period on the date that the Committee certifies
the Participant's right to receive the payment.

10.06. Shareholder Rights.  No Participant shall, as a
result of receiving an award of Performance Shares, have
any rights as a shareholder until and to the extent that
the award of Performance Shares is earned and SNC Common
Stock is issued to the Participant.  A Participant may
not sell, transfer, pledge, exchange, hypothecate, or
otherwise dispose of a Performance Share award or the
right to receive payment thereunder other than by will or
the laws of descent and distribution.


                       ARTICLE XI

       ADJUSTMENT UPON CHANGE IN SNC COMMON STOCK


       The maximum number of shares that may be issued
pursuant to the exercise of Options and SARs and the
award of Restricted Stock and the settlement of
Performance Shares under this Plan and the Replenishment
Percentage in Section 5.03 shall be proportionately
adjusted, and the terms of outstanding Restricted Stock
awards, Performance Share Awards, Options, and SARs shall
be adjusted, as the Committee shall determine to be
equitably required in the event that (a) SNC (i) effects
one or more stock dividends, stock split-ups,
subdivisions or consolidations of shares or (ii) engages
in a transaction to which Code section 424 applies or
(b) there occurs any other event which, in the judgment
of the Committee necessitates such action.  Any
determination made under this Article XI by the Committee
shall be final and conclusive.

       The issuance by SNC of shares of stock of any
class, or securities convertible into shares of stock of
any class, for cash or property, or for labor or
services, either upon direct sale or upon the exercise of
rights or warrants to subscribe therefor, or upon conver-
sion of shares or obligations of SNC convertible into
such shares or other securities, shall not affect, and no
adjustment by reason thereof shall be made with respect
to, outstanding awards of Restricted Stock, Performance
Shares, Options or SARs.

       The Committee may award shares of Restricted Stock
and Performance Shares, may grant Options, and may grant
SARs in substitution for stock awards, stock options,
stock appreciation rights, or similar awards held by an
individual who becomes an employee of SNC or a Subsidiary
in connection with a transaction described in the first
paragraph of this Article XI.  Notwithstanding any
provision of the Plan (other than the limitation of
Article V), the terms of such substituted Restricted
Stock and Performance Share awards and Option or SAR
grants shall be as the Committee, in its discretion,
determines is appropriate.


                       ARTICLE XII

  COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES


       No Option or SAR shall be exercisable, no SNC
Common Stock shall be issued, no certificates for shares
of SNC Common Stock shall be delivered, and no payment
shall be made under this Plan except in compliance with
all applicable federal and state laws and regulations
(including, without limitation, withholding tax
requirements) and the rules of all domestic stock
exchanges on which SNC's shares may be listed.  SNC shall
have the right to rely on an opinion of its counsel as to
such compliance.  Any share certificate issued to
evidence SNC Common Stock for which shares of Restricted
Stock are awarded, Performance Shares were earned or for
which an Option or SAR is exercised may bear such legends
and statements as the Committee may deem advisable to
assure compliance with federal and state laws and
regulations.  No Option or SAR shall be exercisable, no
SNC Common Stock shall be issued, no certificate for
shares shall be delivered, and no payment shall be made
under this Plan until SNC has obtained such consent or
approval as the Committee may deem advisable from
regulatory bodies having jurisdiction over such matters.


                      ARTICLE XIII

                   GENERAL PROVISIONS


13.01. Effect on Employment.  Neither the adoption of
this Plan, its operation, nor any documents describing or
referring to this Plan (or any part thereof) shall confer
upon any employee any right to continue in the employ of
SNC or a Subsidiary or in any way affect any right and
power of SNC or a Subsidiary to terminate the employment
of any employee at any time with or without assigning a
reason therefor.

13.02. Unfunded Plan.  The Plan, insofar as it provides
for grants, shall be unfunded, and SNC shall not be
required to segregate any assets that may at any time be
represented by grants under this Plan.  Any liability of
SNC to any person with respect to any grant under this
Plan shall be based solely upon any contractual
obligations that may be created pursuant to this Plan. 
No such obligation of SNC shall be deemed to be secured
by any pledge of, or other encumbrance on, any property
of SNC.

13.03. Rules of Construction.  Headings are given to the
articles and sections of this Plan solely as a conveni-
ence to facilitate reference.  The reference to any
statute, regulation, or other provision of law shall be
construed to refer to any amendment to or successor of
such provision of law.

13.04. Employee Status.  For purposes of determining the
applicability of Code section 422 (relating to incentive
stock options), or in the event that the terms of any
Option or SAR provide that it may be exercised or that
awards of Restricted Stock or Performance Shares may
become vested or earned only during employment or within
a specified period of time after termination of employ-
ment, the Committee may decide to what extent leaves of
absence for governmental or military service, illness,
temporary disability, or other reasons shall not be
deemed interruptions of continuous employment.


                       ARTICLE XIV

                        AMENDMENT


       The Board may amend or terminate this Plan from
time to time; provided, however, that no amendment may
become effective until shareholder approval is obtained
if (i) the amendment increases the aggregate number of
shares of SNC Common Stock that may be issued under the
Plan or (ii) the amendment changes the class of
individuals eligible to become Participants.  No
amendment shall, without a Participant's consent,
adversely affect any rights of such Participant under any
outstanding Restricted Stock or Performance Share award
or under any Option or SAR outstanding at the time such
amendment is made.


                       ARTICLE XV

                    DURATION OF PLAN


       No shares of Restricted Stock or Performance
Shares may be awarded and no Option or SAR may be granted
under this Plan after February 16, 2004.  Restricted
Stock and Performance Share awards and Options and SARs
granted before that date shall remain valid in accordance
with their terms.


                       ARTICLE XVI

                 EFFECTIVE DATE OF PLAN


       Shares of Restricted Stock and Performance Shares
may be awarded and Options and SARs may be granted under
this Plan upon its adoption by the Board, provided that
no Restricted Stock or Performance Share award, Option or
SAR will be effective unless this Plan is approved by
shareholders holding a majority of SNC's outstanding
voting stock, voting either in person or by proxy at a
duly held shareholders' meeting within twelve months of
such adoption.













                  SOUTHERN NATIONAL CORPORATION


                 NON-QUALIFIED STOCK OPTION PLAN






















                     As Amended and Restated
                   Effective February 17, 1994


                  SOUTHERN NATIONAL CORPORATION
                 NON-QUALIFIED STOCK OPTION PLAN


     Southern National Corporation ("SNC"), a North Carolina
corporation, whose principal office is located at 500 North
Chestnut Street, Lumberton, North Carolina 28358, hereby adopts
this Non-qualified Stock Option Plan, in order to enable its key
employees to share in the ownership and growth of SNC as well as
its subsidiaries ("Subsidiaries"), by affording incentives to
certain officers and key management employees to remain in the
employ of SNC and its Subsidiaries and to use their best efforts
on
behalf, of SNC and its Subsidiaries.  The adoption of this
amended
and restated Non-qualified Stock Option Plan is, subject to
shareholder approval, to become effective February 17, 1994.

               __________________________________

     1.   Purpose.  The purpose of this Non-Qualified Stock
Option
Plan (the "Plan"), is to promote the interests of Southern
National
Corporation ("SNC") and its Subsidiaries, by affording an
incentive
to certain officers and key management employees to remain in the
employ of SNC and to use their best efforts on its behalf, and
further to aid SNC and its Subsidiaries in attracting,
maintaining,
and developing capable management personnel of a caliber required
to insure SNC's continued success, through means of an offer to
such persons of an opportunity to acquire or increase their
proprietary interest in SNC through the granting of non-qualified
options to purchase SNC's Common Stock pursuant to the terms of
the
Plan ("Options").  Such Options are intended not to qualify as
Incentive Stock Options within the meaning of Section 422 of the
Internal
Revenue Code of 1986, as amended, (the "Code") and shall be so
construed.

     2.   Definitions.  The singular shall include the plural and
vice-versa, and the use of one gender shall be deemed to include
the other whenever appropriate.

     a.   Beneficiary.  Any person (including a trust) who may,
          under an employee's will or under the laws of descent
and
          distribution, succeed to the employee's right to
exercise
          any Option by reason of the employee's death.

     b.   Option.  A Participant's right to purchase one or more
          shares of SNC Common Stock, as granted and determined
in
          accordance with the provision of this Plan.

     c.   Option Price.  The amount to be paid by a Participant
for
          the purchase of shares of SNC Common Stock pursuant to
          the exercise of an Option, as determined pursuant to
          paragraph 7, hereof.

     d.   Participant.  An employee of SNC or its Subsidiaries
who
          becomes eligible to participate in this Plan under
          paragraph 6, hereof.

     e.   Legal Disability.  Legal Disability shall mean that
          because of injury or sickness, the Participant cannot
          perform each of the material duties of his regular
          occupation.

     f.   SNC Common Stock.  Southern National Corporation's $5
par
          value common stock registered pursuant to the
Securities
          Act of 1933 (the "Act").

     g.   Board.  The Board shall mean the Board of Directors of
          Southern National Corporation.

     3.   Shares Subject to the Plan.  (a)  The shares of SNC
Common Stock to be delivered upon exercise of Options granted
under
the Plan shall be made available, at the discretion of the Board
of
Directors of SNC, from the authorized, unissued and registered
shares of SNC's $5.00 par value Common Stock.  Such stock is the
subject of a Registration Statement to be filed on Form S-3 by
SNC
with the Securities and Exchange Commission ("SEC"), and
applicable
state securities regulators, and which is anticipated to be made
effective thereafter.  Further, the Board of Directors shall have
the authority to take any action related to this Plan which may
be
required in connection with the registration of the SNC Common
Stock as well as the listing of such stock upon the NASDAQ
National
Market System, the principal exchange for the trading of SNC's
common stock.

     (b)  Subject to adjustments made pursuant to provisions of
paragraph 13, the aggregate number of shares which may be issued
upon exercise of all Options which may be granted under this Plan
combined with options granted under SNC's Incentive Stock Option
Plan of even date, shall not exceed 1,101,000 shares of SNC
Common
Stock.

     (c)  In the event that any Option granted under the Plan
expires or terminates for any reason whatsoever without having
been
exercised in full, the shares subject to, but not delivered under
such Option, shall become available for other options to the same
Participant or other employees without decreasing the aggregate
number of shares which may be granted under the Plan or, shall be
available for any other lawful corporate purpose.

     (d)  All Options shall be granted on the condition that the
Participant shall not resell any SNC Common Stock purchased by
the
exercise of an Option except in compliance with all applicable
state and federal securities laws and regulations.  Each
Participant shall, prior to any transfer of SNC Common Stock
purchased through the exercise of an Option, advise SNC of the
proposed transfer and demonstrate, to the satisfaction of the
Board, that such transfer is in compliance with such laws and
regulations.

     4.   Option Agreements.  (a)  Each Option granted under the
Plan shall be evidenced by an Option Agreement which shall be
signed by a duly authorized officer of SNC and by the
Participant,
and which shall contain such provisions as may be approved by the
Committee (as defined in paragraph 5).

     (b)  The Option Agreements shall constitute binding
contracts
between SNC and the Participant, and upon acceptance of any such
Option Agreement, each party shall be bound by the terms and
restrictions of this Plan and of the Option Agreements.  Any
Option
Agreement utilized for the purpose of granting Options to
Participants under this Plan shall specify that such Options are
Non-Qualified Stock Options and they are not intended to qualify
as
Incentive Stock Options within the meaning of Code Section 422,
as
amended, and shall be so construed.

     (c)  The terms of the Option Agreements shall be in
accordance
with this Plan, but may include additional provisions and
restrictions, provided that the same are not inconsistent with
the
Plan.

     5.   Administration of the Plan.  The compensation committee
("Committee"), previously appointed by the SNC Board, is
authorized
to administer this Plan.  Such Committee shall consist of not
less
than three (3) nor more than five (5) members of the Board, to
serve at the pleasure of the Board.  No individual shall become a
member of the Committee if he shall have been eligible to receive
Options to acquire shares of SNC Common Stock or any subsidiary
(as
defined in Section 425(f) of the Internal Revenue Code of 1986,
as
amended, (the "Code"), at any time during the twelve (12) month
period prior to becoming a member and no member of the Committee
shall be eligible to receive Options.  The Committee shall have
full power and authority to construe, interpret, and administer
the
Plan and may from time to time adopt such rules and regulations
for
carrying out this Plan.  Provided further, the Committee shall
have
exclusive jurisdiction (i) to select the key employees to whom
Options shall granted, (ii) to determine the number of shares
subject to each Option, (iii) to determine the time or times when
Options will be granted, (iv) to determine the Option Price of
the
shares subject to each Option, (v) to determine the time when
each
Option may be exercised, (vi) to fix such other provisions of the
Option Agreement as the Committee may deem necessary or desirable
consistent with the terms of this Plan, and (vii) to determine
all
other questions relating to the administration of the Plan.  The
interpretation of any provisions of this Plan by the Committee
shall be final, conclusive, and binding upon all persons and the
Board shall place into effect the determinations of the
Committee.

     6.  Eligibility.  Key employees of SNC, and any of its
Subsidiaries, including officers and directors who are salaried
employees, shall be eligible to receive Options as Participants. 
The fact that an employee has been granted an Option under this
Plan shall not in any way affect or qualify the right of SNC or
any
Subsidiary to terminate his employment at any time.  Nothing
contained in this Plan shall be construed to limit the right of
SNC
to grant Options otherwise than under the Plan for any proper and
lawful corporate purpose, including but not limited to, options
granted to key employees.  Key employees to whom Options may be
granted under the Plan will be those selected by the Committee
from
time to time who, in the sole discretion of the Committee, have
contributed in the past or who may be expected to contribute
materially in the future to the successful performance of SNC or
its Subsidiaries.

     7.   Option Price.  (a)  The price at which shares of stock
may be purchased under an Option granted pursuant to this Plan
shall be determined by the Committee, but shall not be less than
eighty-five (85%) percent of the Fair Market Value of such shares
on the date that the Option is granted, such Fair Market Value to
be determined by, and in accordance with procedures to be
established by the Committee.  For purposes of determining Fair
Market Value, (i) Options that are granted by the Committee prior
to January 1, 1991 are subject to the Committee's determination
that a fair and reasonable Option Price for SNC Common Stock to
be
purchased pursuant to such Options, is established at $9.50 per
share; and (ii) any and all Options granted by the Committee from
and after January 1, 1991 are to be priced in accordance with the
Fair Market Value of such shares on the date that those Options
are
granted.  Accordingly, Fair Market Value is to be based upon the
average price for SNC Common Stock for the thirty (30) full
trading
days prior to the grant of the Option.  Such average price will
be
the average of each day's high and low sales price as reported on
the NASDAQ National Market System on days in which sales are
reported, and the average of bid and asked prices as reported by
the NASDAQ National Market System on any days in which SNC Common
Stock is to be traded.

     (b)  For the purposes of this Plan, the Fair Market Value of
shares subject to Options shall be deemed conclusive upon the
determination of the Committee, made in good faith.  The Option
Price as reflected above shall be subject to adjustments in
accordance with provisions of paragraph 13 hereof.

     8.   Exercise of Options.  (a)  Subject to the provisions of
the Plan with respect to termination of employment, death or
Legal
Disability set forth under paragraph 13 herein, the period during
which each Option may be exercised shall be fixed by the
Committee
at the time such Option is granted, but such period shall expire
not later than ten (10) years from the date the Option is
granted.

     (b)  Each Option granted under the Plan shall be exercisable
consistent with a vesting schedule over four (4) years from the
date of grant.  After one (1) year of continued employment with
SNC
or its Subsidiaries immediately following the date the Option is
granted, (the one year anniversary date) the Participant will be
entitled to exercise twenty-five (25%) percent of the number of
shares granted in the Option.  Each anniversary date thereafter,
an
additional twenty-five (25%) of the shares granted in the Option
shall vest, with each Option fully vesting on the fourth
anniversary date from the date of the original grant.  Provided
further, Participants are only entitled to exercise Options
during
the continuance of the Participant's employment with SNC or its
Subsidiaries except as provided in paragraph 13, hereof.  The
Participant's rights to exercise any Option is further subject to
the terms and conditions of the Option Agreement to be entered
into
by and between SNC or its Subsidiaries and the Participant. 
Notwithstanding the above vesting schedule, the Committee may, in
its discretion, accelerate the time at which an option may be
exercised in the event of death, Legal Disability or retirement,
in
appropriate circumstances.

     (c)  No shares shall be delivered pursuant to the exercise
of
any Option until the requirement of such laws and regulations as
may be deemed by the Committee to be applicable to them are
satisfied and until payment in full in cash, or in SNC Common
Stock
as provided in subparagraph (d), below, of the Option Price for
such Options is received by SNC.  No Participant, or legal
representative, or distributee of a Participant shall be deemed
to
be a holder of any shares subject to any Option unless and until
the certificate or certificates for such shares have been issued
and delivered.

     (d)  Options may be exercised by payment of the Option Price
in full (i) in cash, (ii) by surrender of SNC Common Stock having
a Fair Market Value, as determined by paragraph 7, hereof, equal
to
the Option Price of SNC Common Stock to be purchased or (iii) a
combination of cash and SNC Common Stock.

     (e)  In the event that there is a "change of control" of SNC
within the meaning of the Act during the term of the Plan, the
vesting of Options as set forth in paragraph 8(b) granted prior
to
any change of control will be deemed to be accelerated and
immediately vested in the Participant subject to those
limitations
set forth in paragraph 11 hereof.

     9.   Other Terms and Conditions.  This Plan shall be
governed
by and construed in accordance with the laws of the State of
North
Carolina.

     10.  Transferability of Options.  An Option granted under
the
Plan may not be transferred except by will or the laws of descent
and distribution, and during the lifetime of the Participant to
whom granted, may be exercised only by such Participant.

     11.  Termination of Employment.  In the event that the
employment of any Participant with SNC or its Subsidiaries is
terminated for any reason other than voluntary retirement, Legal
Disability or death, any and all Options granted under the Plan
shall be exercisable by the terminated Participant no more than
thirty (30) days after the date of termination of the
Participant's
employment.

     In the event that the employment of any Participant with SNC
or its Subsidiaries is terminated by reason of such Participant's
voluntary retirement, such Options shall be exercisable by the
retired Participant no more than three (3) years from the date of
retirement from such Participant's employment.

     In the event that the employment of any Participant with SNC
or its Subsidiaries is terminated by reason of the Legal
Disability
or death of such Participant, such Options shall be exercisable
by
the disabled Participant or the Participant's Beneficiary, as the
case may be, no more than one (1) year from the date of the
Participant's death or from the date of termination from
employment
due to his Legal Disability.

     12.  Capital Adjustments Effecting Stock.  In the event of a
capital adjustment resulting from a stock dividend, stock split,
reorganization, merger, consolidation, or a combination or
exchange
of shares, the number of shares of SNC Common Stock subject to
this
Plan and the number of shares under Option shall be adjusted
consistent with such capital adjustment.  The Option Price of any
share under Option shall be adjusted so that there will be no
change in the aggregate purchase price payable under exercise of
any such Option.  The granting of an Option pursuant to this Plan
shall not affect in any way the right or power of SNC to make
adjustments, reorganizations, reclassifications, or changes of
its
capital or business structure or to merge, consolidate, dissolve,
liquidate, or sell or transfer all or any part of its business or
assets.

     13.  Amendments, Suspension, or Termination of the Plan. 
The
Board shall have the right, at any time, to amend, suspend or
terminate the Plan in any respect which it may deem to be in the
best interests of SNC, provided, however, no amendments shall be
made in the Plan without the approval of the stockholders of SNC
which:

     (a)  Increase the total number of shares for which Options
may
be granted under this Plan for all key employees or for any one
of
them, except as provided in paragraph 12;

     (b)  Change the minimum Option Price for the optioned shares
except as provided in paragraph 7;

     (c)  Affect outstanding Options or any unexercised rights
thereunder, except as provided in paragraph 8;

     (d)  Extend the Option period provided in paragraph 8 or
make
an Option exercisable earlier than as specified in paragraph 8;

     (e)  Extend the termination date of the Plan.

     14.  Effective Date, Term, and Approval.  Subject to
approval
of the stockholders of SNC at the annual meeting to be held on
April 16, 1991 the Plan shall take effect on December 20, 1990,
the
date the Plan was adopted by the Board of Directors of SNC.  This
Plan will terminate on December 19, 2000 and no Options may be
granted under the Plan after that date, unless an earlier
termination date is fixed by action of the Board, but any Option
granted prior thereto may be exercised in accordance with its
terms.

The Plan and all Options granted pursuant to it are subject to
all
laws, approvals, requirements and regulations of any governmental
authority which may be applicable thereto and, notwithstanding
any
revisions of the Plan or Option Agreement, the holder of an
Option
shall not be entitled to exercise his Option nor shall SNC be
obligated to issue any shares to the holder if such exercise or
issuance shall constitute a violation, by the holder or SNC, of
any
provisions of any such approval requirements, law or regulation.

     IN WITNESS WHEREOF, Southern National Corporation has caused
these presents to be executed by its duly authorized officer on
this _____ day of ____________, 1994.



                              SOUTHERN NATIONAL CORPORATION

ATTEST:

                         By:  ___________________________ (SEAL)
                              L. Glenn Orr, Jr.
________________ (SEAL)       Chairman of the Board,
Secretary                     President and Chief
                              Executive Officer

















                  SOUTHERN NATIONAL CORPORATION



                   INCENTIVE STOCK OPTION PLAN




















                     As Amended and Restated
                   Effective February 17, 1994

                  SOUTHERN NATIONAL CORPORATION
                   INCENTIVE STOCK OPTION PLAN


     Southern National Corporation ("SNC"), a North Carolina
Corporation, whose principal office is located at 500 North
Chestnut Street, Lumberton, North Carolina 28358, hereby adopts
this Incentive Stock Option Plan, in order to enable its key
employees to share in the ownership and growth of SNC as well as
its subsidiaries ("Subsidiaries"), by affording incentives to
certain officers and key management employees to remain in the
employ of SNC and its Subsidiaries and to use their best efforts
on
behalf of SNC and its Subsidiaries.  The adoption of this amended
and restated Incentive Stock Option Plan is, subject to
shareholder
approval, to become effective February 17, 1994.

             ______________________________________

     1.   Purpose.  The purpose of the Incentive Stock Option
Plan
(the "Plan"), is to promote the interests of Southern National
Corporation ("SNC") and its Subsidiaries, by affording an
incentive
to certain officers and key management employees to remain in the
employ of SNC and to use their best efforts on its behalf, and
further to aid SNC and its Subsidiaries in attracting,
maintaining,
and developing capable management personnel of a caliber required
to insure SNC's continued success, through means of an offer to
such persons of an opportunity to acquire or increase their
proprietary interest in SNC through the granting of options to
purchase SNC's Common Stock pursuant to the terms of the Plan
("Options").

     2.   Definitions.  The singular shall include the plural and
vice-versa, and the use of one gender shall be deemed to include
the other whenever appropriate.

     a.   Beneficiary.  Any person (including a trust) who may,
          under an employee's will or under the laws of descent
and
          distribution, succeed to the employee's right to
exercise
          any Option by reason of the employee's death.

     b.   Option.  A Participant's right to purchase one or more
          shares of SNC Common Stock, as granted and determined
in
          accordance with the provision of this Plan.

     C.   Option Price.  The amount to be paid by a Participant
for
          the purchase of shares of SNC Common Stock pursuant to
          the exercise of an Option, as determined pursuant to
          paragraph 7, hereof.

     d.   Participant.  An employee of SNC or its Subsidiaries
who
          becomes eligible to participate in this Plan under
          paragraph 6, hereof.

     e.   Legal Disability.  The inability of a Participant to
          engage in any substantial gainful activity by reason of
          any medically determined physical or mental impairment
          that can be expected to result in death or that has
          lasted or can be expected to last for a continuous
period
          of not less than twelve (12) months.

     f    SNC Common Stock.  Southern National Corporation's $5
par
          value common stock registered pursuant to the
Securities
          Act of 1933 (the "Act").

     g.   Ten Percent Shareholder.  A Participant who at the time
          of the grant to him of any Option, holds beneficial
          ownership of shares of Stock possessing more than 10%
of
          the voting power of all classes of stock of SNC, by
          direct ownership and/or by attribution as determined by
          Code Section 424(d).

     h.   Board.  The Board shall mean the Board of Directors of
          Southern National Corporation.

     3.   Shares Subject to the Plan.  (a) The shares of SNC
Common
Stock to be delivered upon exercise of Options granted under the
Plan shall be made available, at the discretion of the Board of
Directors of SNC, from the authorized, unissued and registered
shares of SNC's $5.00 par value Common Stock.  Such stock is the
subject of a Registration Statement to be filed on Form S-3 by
SNC
with the Securities and Exchange Commission ("SEC"), and
applicable
state securities regulators, and which is anticipated to be made
effective thereafter.  Further, the Board of Directors shall have
the authority to take any action related to this Plan which may
be
required in connection with the registration of the SNC Common
Stock as well as the listing of such stock upon the NASDAQ
National
Market System, the principal exchange for the trading of SNC's
common stock.

     (b)  Subject to adjustments made pursuant to provisions of
paragraph 13, the aggregate number of shares which may be issued
upon exercise of all Options which may be granted under this Plan
combined with options granted under SNC's Non-Qualified Stock
Option Plan of even date, shall not exceed 1,101,000 shares SNC
Common Stock.

     (c)  In the event that any Option granted under the Plan
expires or terminates for any reason whatsoever without having
been
exercised in full, the shares subject to, but not delivered under
such Option, shall become available for other options to the same
Participant or other employees without decreasing the aggregate
number of shares which may be granted under the Plan or, shall be
available for any other lawful corporate purpose.

     (d)  All Options shall be granted on the condition that the
Participant shall not resell any SNC Common Stock purchased by
the
exercise of an Option except in compliance with all applicable
state and federal securities laws and regulations.  Each
Participant shall, prior to any transfer of SNC Common Stock
purchased through the exercise of an Option, advise SNC of the
proposed transfer and demonstrate, to the satisfaction of the
Board, that such transfer is in compliance with such laws and
regulations.

     4.   Option Agreements.  (a) Each Option granted under the
Plan shall be evidenced by an Option Agreement which shall be
signed by a duly authorized officer of SNC and by the
Participant,
and which shall contain such provisions as may be approved by the
Committee (as defined in paragraph 5).

     (b)  The Option Agreements shall constitute binding
contracts
between SNC and the Participant, and upon acceptance of any such
Option Agreement, each party shall be bound by the terms and
restrictions of this Plan and of the Option Agreements.

     (c)  The terms of the Option Agreements shall be in
accordance
with this Plan, but may include additional provisions and
restrictions, provided that the same are not inconsistent with
the
Plan.

     5.   Administration of the Plan.  The compensation committee
("Committee"), previously appointed by the SNC Board, is
authorized
to administer this Plan.  Such Committee shall consist of not
less
than three (3) nor more than five (5) members of the Board, to
serve at the pleasure of the Board.  No individual shall become a
member of the Committee if he shall have been eligible to receive
Options to acquire shares of SNC Common Stock or any subsidiary
(as
defined in Section 425(f) of the Internal Revenue Code of 1986,
as
amended, (the "Code"), at any time during the twelve (12) month
period prior to becoming a member and no member of the Committee
shall be eligible to receive Options.  The Committee shall have
full power and authority to construe, interpret, and administer
the
Plan and may from time to time adopt such rules and regulations
for
carrying out this Plan.  Provided further, the Committee shall
have
exclusive jurisdiction (i) to select the key employees to whom
Options shall be granted, (ii) to determine the number of shares
subject to each Option, (iii) to determine the time or times when
Options will be granted, (iv) to determine the Option Price of
the
shares subject to each Option, (v) to determine the time when
each
Option may be exercised, (vi) to fix such other provisions of the
Option Agreement as the Committee may deem necessary or desirable
consistent with the terms of this Plan, and (vii) to determine
all
other questions relating to the administration of the Plan.  The
interpretation of any provisions of this Plan by the Committee
shall be final, conclusive, and binding upon all persons and the
Board shall place into effect the determinations of the
Committee.

     6.   Eligibility.  Key employees of SNC, and any of its
Subsidiaries, including officers and directors who are salaried
employees, shall be eligible to receive Options as Participants.
The fact that an employee has been granted an Option under this
Plan shall not in any way affect or qualify the right of SNC or
any
Subsidiary to terminate his employment at any time.  Nothing
contained in this Plan shall be construed to limit the right of
SNC
to grant Options otherwise than under the Plan for any proper and
lawful corporate purpose, including but not limited to, options
granted to key employees.  Key employees to whom Options may be
granted under the Plan will be those selected by the Committee
from
time to time who, in the sole discretion of the Committee, have
contributed in the past or who may be expected to contribute
materially in the future to the successful performance of SNC or
its Subsidiaries.

     7.   Option Price.  (a) The price at which shares of stock
may
be purchased under an Option granted pursuant to this Plan shall
be
determined by the Committee, but shall not be less than one
hundred
(100%) percent of the Fair Market Value of such shares on the
date
that the Option is granted, such Fair Market Value to be
determined
by, and in accordance with procedures to be established by the
Committee.  For purposes of determining Fair Market Value,
(i) Options that are granted by the Committee prior to January 1,
1991 are subject to the Committee's determination that a fair and
reasonable Option Price for SNC Common Stock to be purchased
pursuant to such Options, is established at $9.50 per share; and
(ii) any and all Options granted by the Committee from and after
January 1, 1991 are to be priced in accordance with the Fair
Market
Value of such shares on the date that those Options are granted.
Accordingly, Fair Market Value for SNC Common Stock shall be
equal
to the average of the high and low sales price reported on the
NASDAQ National Market System on the date of the grant of the
Option, or if no sale of such stock shall be made on that
exchange
on the date of grant, then on the next preceding day on which any
sales have been made.  Provided however, nothing contained herein
shall prohibit the Committee from determining Fair Market Value
in
any other manner that is recognized and permitted by the Code and
regulations promulgated thereunder, that are in effect on the
date(s) of any such grants.

     (b)  Notwithstanding the above, under no circumstances shall
the Fair Market Value as determined by the Committee be less than
the book value of SNC's Common Stock as reflected in SNC's most
recent financial statements, prepared by the certified public
accounting firm which is at that time servicing SNC's account,
which financial statements are to be prepared in accordance with
generally accepted accounting principals.  For all purposes of
this
Plan, the Fair Market Value of shares subject to Options shall be
deemed conclusive upon the determination of the Committee, made
in
good faith.  The Option Price as reflected above shall be subject
to adjustments in accordance with provisions of paragraph 14
hereof.

     8.   Exercise of Options.  (a) Subject to the provisions of
the Plan with respect to termination of employment, death or
Legal
Disability set forth under paragraph 13 herein, the period during
which each Option may be exercised shall be fixed by the
Committee
at the time such Option is granted, but such period shall expire
not later than ten (10) years from the date the Option is
granted.

     (b)  Each Option granted under the Plan shall be exercisable
consistent with a vesting schedule over four (4) years from the
date of grant.  After one (1) year of continued employment with
SNC
or its Subsidiaries immediately following the date the Option is
granted, (the one year anniversary date) the Participant will be
entitled to exercise twenty-five (25%) percent of the number of
shares granted in the Option.  Each anniversary date thereafter,
an
additional twenty-five (25%) of the shares granted in the Option
shall vest, with each Option fully vesting on the fourth
anniversary date from the date of the original grant.  Provided
further, Participants are only entitled to exercise Options
during
the continuance of the Participant's employment with SNC or its
Subsidiaries except as provided in paragraph 13, hereof.  The
Participant's rights to exercise any Option is further subject to
the terms and conditions of the Option Agreement to be entered
into
by and between SNC or its Subsidiaries and the Participant. 
Notwithstanding the above vesting schedule, the Committee may, in
its discretion, accelerate the time at which an option may be
exercised in the event of death, Legal Disability or retirement,
in
appropriate circumstances.

     (c)  Provided further, and except as set forth in paragraph
13
hereof, Participants shall make no disposition of any SNC Common
Stock purchased by the exercise of an Option within two (2) years
from the date of the granting of the Option, nor within one (1)
year after transfer of any such SNC Common Stock to him.

     (d)  No shares shall be delivered pursuant to the exercise
of
any Option until the requirement of such laws and regulations as
may be deemed by the Committee to be applicable to them are
satisfied and until payment in full in cash, or in SNC Common
Stock
as provided in subparagraph (e), below, of the Option Price for
such Options is received by SNC.  No Participant, or legal
representative, or distributee of a Participant shall be deemed
to
be a holder of any shares subject to any Option unless and until
the certificate or certificates for such shares has been issued
and
delivered.

     (e)  Options may be exercised by payment of the Option Price
in full (i) in cash, (ii) by surrender of SNC Common Stock having
a Fair Market Value, as determined by paragraph 7, hereof, equal
to
the Option Price of SNC Common Stock to be purchased or (iii) a
combination of cash and SNC Common Stock.

     (f)  In the event that there is a "change of control" of SNC
within the meaning of the Act during the term of the Plan, the
vesting of Options as set forth in paragraph 8(b) granted prior
to
any change of control will be deemed to be accelerated and
immediately vested in the Participant subject to those
limitations
set forth in paragraph 11 hereof.

     9.   Ten-percent Shareholder.  Notwithstanding the
provisions
of paragraphs 7 and 8, above, the following terms and conditions
shall apply to Options granted hereunder to a 10% Shareholder:

     (a)  the Option Price at which shares of stock may be
          purchased under an Option granted pursuant to this Plan
          shall be not less than one hundred ten (110%) percent
of
          the Fair Market Value thereof, said Fair Market Value
          being determined in the manner described at paragraph
7,
          above; and

     (b)  the period during which any such Option may be
exercised,
          to be determined by the Committee in the manner
described
          at paragraph 8, above, shall expire not later than five
          (5) years from the date the Option is granted.

     10.  Annual Limit on Grant and Exercise.  Options shall not
be
granted to any Participant pursuant to this Plan, the effect of
which would be to permit such Participant to first exercise
Options, in any calendar year, for the purchase of shares having
a
Fair Market Value in excess of $100,000 (determined at the time
of
the grant of the Options in the manner described at paragraph 7,
above).  A Participant hereunder may exercise Options for the
purchase of shares valued in excess of $100,000 (determined at
the
time of grant of the Options in the manner described at paragraph
6, above) in a calendar year, but only if the right to exercise
such Options in excess of $100,000 shall have first become
available in prior calendar years.

     11.  Other Terms and Conditions.  This Plan shall be
governed
by and construed in accordance with the laws of the State of
North
Carolina, provided that, the Plan shall be administered so as to
preserve the status of all Options granted hereunder, as
"Incentive
Stock Options" within the meaning of Code Section 422, as
amended.

     12.  Transferability of Options.  An Option granted under
the
Plan may not be transferred except after death by the will of the
Participant or, the laws of descent and distribution, and during
the lifetime of the Participant to whom granted, may be exercised
only by such Participant.

     13.  Termination of Employment.  In the event that the
employment of any Participant with SNC or its Subsidiaries is
terminated for any reason other than voluntary retirement, Legal
Disability or death, any and all Options granted under the Plan
shall be exercisable by the terminated Participant no more than
thirty (30) days after the date of termination of the
Participant's
employment.

     In the event that the employment of any Participant with SNC
or its Subsidiaries is terminated by reason of such Participant's
voluntary retirement, such Options shall be exercisable by the
retired Participant no more than three (3) months from the date
of
termination of such Participant's employment.

     In the event that the employment of any Participant with SNC
or its Subsidiaries is terminated by reason of the Legal
Disability
or death of such Participant, such Options shall be exercisable
by
the terminated Participant or the Participant's Beneficiary, as
the
case may be, nor more than one (1) year from the date of the
Participant's termination of employment.

     14.  Capital Adjustments Effecting Stock.  In the event of a
capital adjustment resulting from a stock dividend, stock split,
reorganization, merger, consolidation, or a combination or
exchange
of shares, the number of shares of SNC Common Stock subject to
this
Plan and the number of shares under Option shall be adjusted
consistent with such capital adjustment.  The Option Price of any
share under Option shall be adjusted so that there will be no
change in the aggregate purchase price payable under exercise of
any such Option.  The granting of an Option pursuant to this Plan
shall not affect in any way the right or power of SNC to make
adjustments, reorganizations, reclassifications, or changes of
its
capital or business structure or to merge consolidate, dissolve,
liquidate, or sell or transfer all or any part of its business or
assets.

     15.  Amendments, Suspension, or Termination of the Plan.
The Board, shall have the right, at any time, to amend, suspend
or
terminate the Plan in any respect which it may deem to be in the
best interests of SNC, provided, however, no amendments shall be
made in the Plan without the approval of the stockholders of SNC
which:

     (a)  Increase the total number of shares for which Options
may
be granted under this Plan for all key employees or for any one
of
them, except as provided in paragraph 14;

     (b)  Change the minimum Option Price for the optioned shares
except as provided in paragraph 7;

     (c)  Affect outstanding Options or any unexercised rights
thereunder, except as provided in paragraph 8;

     (d)  Extend the Option period provided in paragraph 8 or
make
an Option exercisable earlier than as specified in paragraph 8;

     (e)  Extend the termination date of the Plan.

     16.  Effective Date, Term, and Approval.  Subject to
approval
of the stockholders of SNC at the annual meeting to be held on
April 16, 1991 the Plan shall take effect on December 20, 1990,
the
date the Plan was adopted by the Board of Directors of SNC.  This
Plan will terminate on December 19, 2000 and no Options may be
granted under the Plan after that date, unless an earlier
termination date is fixed by action of the Board, but any Option
granted prior thereto may be exercised in accordance with its
terms.

     The Plan and all Options granted pursuant to it are subject
to
all laws, approvals, requirements and regulations of any
governmental authority which may be applicable thereto and,
notwithstanding any revisions of the Plan or Option Agreement,
the
holder of an Option shall not be entitled to exercise his Option
nor shall SNC be obligated to issue any shares to the holder if
such exercise or issuance shall constitute a violation, by the
holder or SNC, of any provisions of any such approval
requirements,
law or regulation.

     IN WITNESS WHEREOF, Southern National Corporation has caused
these presents to be executed by its duly authorized officer on
this ______ day of __________, 1994.



                              SOUTHERN NATIONAL CORPORATION
ATTEST:

                              By:  _______________________ (SEAL)
                                   L. Glenn Orr, Jr.
_______________________ (SEAL)     Chairman of the Board
Secretary                          President and Chief
                                   Executive Officer





                  SOUTHERN NATIONAL CORPORATION

                    LONG-TERM INCENTIVE PLAN



1.   The Plan.  The Plan provides cash awards to "key employees"
     who contribute to the success of Southern National
Corporation
     or an affiliate thereof (the "Company") based on the
     achievement of goals established for a given three-fiscal
year
     performance cycle.  Awards are based on overall corporate
     performance.

2.   Plan Administration.  The Plan shall be administered by the
     Compensation Committee of the Board of Directors or a
     subcommittee thereof (the "Administrator").  The
Administrator
     shall have full authority to interpret and administer the
Plan
     and to establish rules and regulations relating thereto. 
     Individuals serving on the Compensation Committee or a
     subcommittee thereof administering the Plan must be
     "disinterested" within the meaning of SEC Rule 16b-3 and
shall
     constitute "outside directors" within the meaning of section
     162(m) of the Internal Revenue Code of 1986, as amended (the
     "Code").

3.   Eligibility.  Each year, prior to the commencement of a new
     three-fiscal year performance cycle, the Administrator shall
     designate those key employees of the Company eligible for
     incentive payments under the Southern National Corporation
     Long-Term Incentive Plan (the "Plan").  The Administrator
may
     approve the participation of a key employee at any time
during
     the first fiscal year of the three-fiscal year performance
     cycle so long as the attainment of the goal for such
     individual is still substantially uncertain.  Incentive
     payments to participants will be based on their average
annual
     base salaries, as an active employee, during the
three-fiscal
     year performance cycle.  Annual base salary as of February 1
     each fiscal year will be used for this purpose. 
Participation
     in any one three-fiscal year performance cycle does not
     guarantee that an employee or position will participate in
any
     following performance cycle.

4.   Size of Awards.  The size of incentive payments for any
cycle
     will be determined by establishing target incentive awards
     expressed as a percentage of a participant's average annual
     base salary.  The maximum targeted award is 35% of a
     participant's average annual base salary and will be
     established annually by the Administrator.  The maximum
     incentive award for a participant shall be equal to 150% of
     the participant's targeted incentive award.  Therefore, to
the
     degree that overall corporate performance meets or is above
     identified goals, incentive payments will range from 25% to
     150% of the targeted incentive award levels.  All targets
must
     be set by the Administrator and approved by the Board of
     Directors before the beginning of a new cycle, except that
     targets for employees who become participants after the
     beginning of a new cycle will be set by the Administrator at
     the time they become participants.  Target awards for each
     three-fiscal year performance cycle will be set forth in an
     exhibit.

5.   Performance Measures.  Individual awards will be based on
     overall corporate performance.  Corporate performance will
be
     based on earnings per share (EPS), growth performance
against
     a cumulative EPS target and return on common equity (ROCE)
     performance measured against a targeted average annual
return
     set by the Administrator and approved by the Board of
     Directors before the beginning of a new cycle.  

     EPS is fully diluted earnings per share of Southern National
     Corporation ("SNC").

     ROCE is SNC's net earnings, after all accruals related to
     incentive compensation (including payments under the Plan)
     divided by SNC's average equity.

     Net earnings shall be adjusted to reflect changes in
     accounting (whether mandated by FASB or otherwise) adopted
     during a three-fiscal year performance cycle and to reflect
a
     change in corporate capitalization, such as a stock split,
or
     a corporate transaction, such as a merger or consolidation,
a
     corporate separation (including a spin-off or other
     distribution of stock or property), a reorganization
(whether
     or not it comes within the meaning of Code section 368), a
     partial or complete liquidation of the Company or an
     acquisition.  Such changes will be made in a manner that
will
     neither increase nor decrease the size of incentive payments
     for such performance cycle.  Any such adjustment that would
     increase an award otherwise payable but for the adjustment
may
     be disregarded by the Administrator.

6.   Performance Scales.  The EPS and ROCE performance scales
     identify threshold, target and superior performance levels. 
     A performance value will be assigned to each performance
level
     as below:

            Performance Level             Performance Value
               Threshold                        0.25
               Target                           1.00
               Superior                         1.50

     Interpolation is used to determine the performance value
     associated with performance between the identified levels. 
     Performance below threshold is considered to have 0 value. 
     Performance above superior is considered to have a
performance
     value of 1.5.  The corporate performance scales for each
cycle
     will be set forth in an exhibit.

7.   Calculation of Awards.  The performance value determined by
     the budgeted EPS and fixed ROCE scales are weighted to
     determine the overall performance values.  The performance
     values determined based upon the performance scale are
     multiplied by a participant's targeted incentive to
determine
     the participant's award.


     Example:  

          Senior Executive Officer with a 25% target opportunity
          1993 Annual Base Salary of $100,000
          1994 Annual Base Salary of $105,000
          1995 Annual Base Salary of $110,000
          Corporate EPS Performance Value (Payout Ratio) is =
1.05
          Corporate ROCE Performance Value (Payout Ratio) is =
.97
          Weighting = 50% EPS and 50% ROCE Fixed



          Calculation:

          Target Award

                    Target Award = 25%
                    (percent of average February 1 base salary)

          Average Salary

               1993 Annual Base Salary              $100,000
               1994 Annual Base Salary              $105,000
               1995 Annual Base Salary              $110,000

                                      Subtotal      $315,000
                                      divided by        3

                                Average Salary      $105,000


          Corporate Performance

                               Payout Ratio    Weighting

            Corporate EPS           1.05     x     50%     = .525
            Corporate ROCE           .97     x     50%     = .485

            Corporate Value                                  1.01
              Target Award                                  x 25%
              Actual Award                                 25.25%

            Dollar Calculation

                    $105,000 x 25.25%              = $26,513     
                    Round to nearest $100          = $26,500     

8.   Termination for Reasons Other than Death, Disability or
     Retirement.  If a participant terminates employment or his
     employment is terminated for any reason, other than death,
     disability or retirement, as defined in a Company sponsored
     plan, prior to the end of the three-fiscal year performance
     cycle, she or he is ineligible to receive any payment under
     the Plan. 

9.   Termination Due to Death, Disability or Retirement.  If a
     participant terminates employment due to death, disability
or
     retirement, as defined in a Company sponsored plan, prior to
     the end of the three-fiscal year performance cycle, and has
     been actively employed for a minimum of eighteen months in
     that performance cycle, the participant or the participant's
     beneficiary shall receive a pro rata award based on her or
his
     salary during the period.  No payments will be made to
     participants who have terminated employment under this
     paragraph with less than eighteen months of service. 
Payments
     to terminated participants will be made following the end of
     the performance period at the same time as active
     participants.

10.  No Implied Contract.  The Plan shall not be construed to
     constitute an employment contract between the Company and
the
     participating employee.  All participating employees shall
     remain subject to discharge to the same extent as if the
Plan
     had not been put into effect.

11.  Amendments.  The Board of Directors or its designate shall
     have the power to amend the Plan or to suspend or terminate
     the Plan in whole or in part.

12.  Effective Date.  The Plan, as amended, shall become
effective
     on February 17, 1994, subject to the approval of the Board
of
     Directors and the shareholders.

13.  Miscellaneous. 
     a.   Any tax required to be withheld by any governmental
          authority shall be deducted from each incentive
payment.

     b.   No payout of incentives shall be subject in any manner
to
          anticipation, alienation, pledge, transfer or
assignment,
          except by will or the laws of descent and distribution.

     c.   Each payout of an incentive shall be from the general
          funds of the Company.  No special or separate fund
shall
          be established or other segregation of assets made to
          assure payout of any incentive.  No participant shall
          have any interest in any identifiable property or
assets
          of the Company.

     d.   The Plan shall be construed and its provisions enforced
          and administered in accordance with the laws of the
State
          of North Carolina.


                         ACKNOWLEDGEMENT


I hereby acknowledge receipt of and agreement with the Southern
National Corporation Long-Term Incentive Plan.




____________________________________
Plan Participant's Signature


_____________________
Date











                     BENEFICIARY DESIGNATION


As a participant in the Long-Term Incentive Plan, I hereby name
the
following beneficiary(ies) to receive such amounts, if any, that
are payable under the Plan after my death.


          Name           Relationship        Address

1.   ____________________________________________________________

2.   ____________________________________________________________

3.   ____________________________________________________________

4.   ____________________________________________________________



                                                        EXHIBIT I

                  SOUTHERN NATIONAL CORPORATION

                    LONG-TERM INCENTIVE PLAN

                         1994-1996 CYCLE    


               1994-96                       
               Average        Target              Target
Participant    Salary*

                               25%





AWARD DETERMINATION WEIGHTING(S):

LEVEL                                   CORPORATE PERFORMANCE

Senior Executive Officer                        100%



CORPORATE PERFORMANCE PORTION (100%)

  Two Factors:

      (1)  Cumulative Earnings Per Share    -   50%  Weight
      (2)  Return on Common Equity          -   50%  Weight

  Refer to Exhibit II for Long Term Corporate Goals
















*  Assumes 1994 base salary and 4% increases.

                                                       EXHIBIT II

                  SOUTHERN NATIONAL CORPORATION

                    LONG-TERM INCENTIVE PLAN

                         1994-1996 CYCLE    

                      CORPORATE PERFORMANCE


                
            CUMULATIVE                  RETURN
             EARNINGS       PAYOUT        ON       PAYOUT
             PER SHARE      RATIO       EQUITY     RATIO


Threshold      $7.01        25.0%       14.000      25.0%
               $7.06        35.0%       14.200      35.0%
               $7.10        45.0%       14.500      45.0%
               $7.15        55.0%       14.700      55.0%
               $7.19        65.0%       15.000      65.0%
               $7.24        75.0%       15.200      75.0%
               $7.28        85.0%       15.500      85.0%
               $7.33        95.0%       15.700      95.0%
Target         $7.38       100.0%       16.000     100.0% 
               $7.43       105.0%       16.200     105.0% 
               $7.47       110.0%       16.400     110.0% 
               $7.52       115.0%       16.600     115.0% 
               $7.56       120.0%       16.800     120.0% 
               $7.61       125.0%       17.000     125.0% 
               $7.65       130.0%       17.200     130.0% 
               $7.70       135.0%       17.400     135.0% 
               $7.74       140.0%       17.600     140.0% 
               $7.79       145.0%       17.800     145.0% 
Superior       $7.84       150.0%       18.000     150.0% 



                  SOUTHERN NATIONAL CORPORATION

                    SHORT-TERM INCENTIVE PLAN




1.   The Plan.  The Plan provides cash awards to "key employees"
     who contribute to the success of Southern National
Corporation
     or an affiliate thereof (the "Company") based on the
     achievement of short-term goals established for a given
fiscal
     year.  Awards are either based solely on corporate
     performance, or on a combination of corporate and profit
     center/department performance.

2.   Plan Administration.  The Plan shall be administered by the
     Compensation Committee of the Board of Directors or a
     subcommittee thereof (the "Administrator").  The
Administrator
     shall have full authority to interpret and administer the
Plan
     and to establish rules and regulations relating thereto. 
     Individuals serving on the Compensation Committee or a
     subcommittee thereof administering the Plan must be
     "disinterested" within the meaning of SEC Rule 16b-3 and
shall
     constitute "outside directors" within the meaning of section
     162(m) of the Internal Revenue Code of 1986, as amended (the
     "Code").

3.   Eligibility.  Each year, prior to the commencement of a new
     fiscal year, the Administrator shall designate those key
     employees of the Company eligible for incentive payments
under
     the Southern National Corporation Short-Term Incentive Plan
     (the "Plan").  The Administrator may approve the
participation
     of a key employee at any time during the fiscal year so long
     as the attainment of the goal for such individual is still
     substantially uncertain.  Incentive payments to participants
     will be based on their base salaries as of February 1 of
such
     fiscal year.  Participation in any one year does not
guarantee
     that an employee or position will participate in any
following
     year.

4.   Size of Awards.  The size of incentive payments for any
fiscal
     year will be determined by establishing target incentive
     awards expressed as a percentage of a participant's base
     salary.  Such percentage shall not exceed 35% and will be
     established annually by the Administrator.  The maximum
     incentive award for a participant shall be equal to 150% of
     the participant's targeted incentive awards.  Therefore, to
     the degree that overall corporate performance and profit
     center/department performance meets or is above identified
     goals incentive payments will range from 25% to 150% of the
     targeted incentive award levels.  All targets must be set by
     the Administrator and approved by the Board of Directors
     before the beginning of a new fiscal year, except that
targets
     for employees who become participants after the beginning of
     a new fiscal year will be set by the Administrator at the
time
     they become participants.  Target awards for each fiscal
year
     will be set forth in an exhibit.

5.   Award Determination Weighting.  Individual awards will be
     based on overall corporate performance and profit
     center/department performance.  The weighting of overall
     corporate and profit center/department performance will vary
     by participant based on the Administrator's determination of
     the appropriate mix.

     Award determination weighting will be as follows:

                                                Profit Center/
                                 Corporate        Department
     Level                      Performance       Performance

     Senior Executive Officers     100%   
     Profit Center Heads            50%               50%
     Staff Department Heads         75%               25%


6.   Performance Measures.  Corporate performance will be based
on
     earnings per share (EPS) performance against budgeted profit
     plans and return on average assets (ROA) performance against
     an approved target set by the Administrator and approved by
     the Board of Directors.  Profit Center/Department
performance
     will be determined by the Chief Executive Officer and the
     Administrator on a case by case basis using their discretion
     based on achievement of other financial or non-financial
goals
     such as profit contributions versus budgeted plans, growth,
     market share comparison to prior year's performance or
defined
     objectives.  Such benchmarks will be based on objective
     standards established before the beginning of the applicable
     calendar year.

     EPS is fully diluted earnings per share of Southern National
     Corporation ("SNC").

     ROA is SNC's net earnings, after all accruals related to
     incentive compensation (including payments under the Plan)
     divided by SNC's average assets.

     Net earnings shall be adjusted to reflect changes in
     accounting (whether mandated by FASB or otherwise) adopted
     during a fiscal year and to reflect a change in corporate
     capitalization, such as a stock split, or a corporate
     transaction, such as a merger or consolidation, a corporate
     separation (including a spin-off or other distribution of
     stock or property), a reorganization (whether or not it
comes
     within the meaning of Code section 368), a partial or
complete
     liquidation of the Company or an acquisition.  Such changes
     will be made in a manner that will neither increase nor
     decrease the size of incentive payments for such fiscal
year. 
     Any such adjustment that would increase an award otherwise
     payable but for the adjustment may be disregarded by the
     Administrator.

7.   Performance Scales.  The EPS and ROA performance scales
     identify threshold, target and superior performance levels. 
     A performance value will be assigned to each performance
level
     as below:



            Performance Level             Performance Value

               Threshold                        0.25
               Target                           1.00
               Superior                         1.50      


     Interpolation is used to determine the performance value
     associated with performance between the identified levels. 
     Performance below threshold is considered to have 0 value. 
     Performance above superior is considered to have a
performance
     value of 1.5.  The corporate performance scales and the
profit
     center/department performance scales for each fiscal year
will
     be set forth in exhibits.

8.   Calculation of Awards.  The performance values determined by
     the budgeted EPS and fixed ROA scales are weighted to
     determine the overall performance values assigned to
corporate
     performance.  The performance values determined based upon
the
     corporate performance scale are multiplied by a
participant's
     portion of his or her targeted incentive based on corporate
     performance to determine the corporate component of the
     participant's award.  The performance values determined
based
     upon the profit center/department performance scale are
     multiplied by a participant's portion of his or her targeted
     incentive based on his or her profit center/department's
     performance to determine the profit center/department
     component of the participant's award.  A participant's
     incentive payment will be the sum of his or her corporate
and
     profit center/department components.

     Example:  

          Senior Executive Officer with a 25% target opportunity
          Annual Base Salary of $100,000
          Corporate EPS Performance Value (Payout Ratio) is =
1.05
          Corporate ROA Performance Value (Payout Ratio) is = .97
          Profit Center/Department Value is = 1.00
          Weighting = 50% EPS and 50% ROA Fixed



     Calculation:

     Target Award Breakdown

          Corporate Performance Portion         50% x 25% = 12.5%
          Profit Center/Department              50% x 25% = 12.5%
               Performance Portion

     Corporate Performance

                         Payout Ratio        Weighting

       Corporate EPS        1.05        x       50%    =     .525
       Corporate ROA         .97        x       50%    =     .485

       Corporate Value                                       1.01
         Target Award                                       x 25%
         Actual Award                                      25.25%

     Dollar Calculation

          $105,000 x 25.25%                             = $26,513
          Round to nearest $100                         = $26,500

9.   Termination For Reasons Other Than Death, Disability or
     Retirement.  If a participant terminates employment or his
     employment is terminated for any reason other than death,
     disability or retirement, as defined in a Company sponsored
     Plan, prior to the end of the fiscal year, she or he is
     ineligible to receive any payment under the Plan.

10.  Termination Due to Death, Disability or Retirement.  If a
     participant terminates employment due to death, disability
or
     retirement, as defined in a Company sponsored plan, prior to
     the end of the fiscal year, and has been actively employed
for
     a minimum of six months in that fiscal year, the participant
     or the participant's beneficiary shall receive a pro rata
     award based on her or his base salary during the fiscal
year. 
     No payments will be made to participants who have terminated
     under this paragraph with less than six months of service. 
     Payments to terminated participants will be made following
the
     end of the fiscal year at the same time as active
     participants. 

11.  No Implied Contract.  The Plan shall not be construed to
     constitute an employment contract between the Company and
the
     participating employee.  All participating employees shall
     remain subject to discharge to the same extent as if the
Plan
     had not been put into effect.

12.  Amendments.  The Board of Directors or its designate shall
     have the power to amend the Plan or to suspend or terminate
     the Plan in whole or in part.

13.  Effective Date.  The Plan, as amended, shall become
effective
     on February 17, 1994, subject to the approval of the Board
of
     Directors and the shareholders.

14.  Miscellaneous.
     a.   Any tax required to be withheld by any government
          authority shall be deducted from each incentive
payment.

     b.   No payout of incentives shall be subject in any manner
to
          anticipation, alienation, pledge, transfer or
assignment,
          except by will or the laws of descent and distribution.

     c.   Each payout of an incentive shall be from the general
          funds of the Company.  No special or separate fund
shall
          be established or other segregation of assets made to
          assure payout of any incentive.  No participant shall
          have any interest in any identifiable property or
assets
          of the Company.

     d.   The Plan shall be construed and its provisions enforced
          and administered in accordance with the laws of the
State
          of North Carolina.



                         ACKNOWLEDGEMENT


I hereby acknowledge receipt of and agreement with the Southern
National Corporation Short-Term Incentive Plan.




____________________________________
Plan Participant's Signature


_____________________
Date








                     BENEFICIARY DESIGNATION


As a participant in the Annual Incentive Plan, I hereby designate
the following beneficiary(ies) to receive such amounts, if any,
that are payable under the Plan after my death.


          Name            Relationship                Address

1.   ____________________________________________________________

2.   ____________________________________________________________

3.   ____________________________________________________________

4.   ____________________________________________________________


                                                        EXHIBIT I

                  SOUTHERN NATIONAL CORPORATION

                    SHORT-TERM INCENTIVE PLAN

                              1994




               1994 ANNUAL        TARGET              TARGET
PARTICIPANT    BASE SALARY   AWARD PERCENTAGE     INCENTIVE AWARD


                                    25%


AWARD DETERMINATION WEIGHTING(S)

                                 CORPORATE         PROFIT CENTER
LEVEL                           PERFORMANCE         PERFORMANCE

Profit Center Head                  50%                 50%



CORPORATE PERFORMANCE PORTION (50%)

  Two Factors:

    (1)  Earnings Per Share   -   50%  Weight
    (2)  Return on Assets     -   50%  Weight

  Refer to Exhibit II for Corporate Goals


PROFIT CENTER PERFORMANCE PORTION (50%)

  Two Factors:

    (1)  Contributed Income   -   75%  Weight
    (2)  Core Deposit Growth  -   25%  Weight

  Refer to Exhibit III for Profit Center Goals



                                                       EXHIBIT II

                  SOUTHERN NATIONAL CORPORATION

                    SHORT-TERM INCENTIVE PLAN

                      CORPORATE PERFORMANCE
                              1994


                  EARNINGS                  PAYOUT
                  PER SHARE                  RATIO
- -----------------------------------------------------------------

Threshold           $2.16                    25.0%
                    $2.17                    40.0%
                    $2.18                    55.0%
                    $2.19                    70.0%
                    $2.20                    85.0%
Target              $2.21                   100.0%
                    $2.22                   107.0%
                    $2.23                   114.0%
                    $2.24                   121.0%
                    $2.25                   128.0%
                    $2.26                   135.0%
                    $2.27                   142.0%
Superior            $2.28                   150.0%





                  RETURN ON                 PAYOUT
               AVERAGE ASSETS                RATIO
- -----------------------------------------------------------------

Threshold           1.05                     25.0%
                    1.06                     35.0%
                    1.07                     45.0%
                    1.08                     55.0%
                    1.09                     65.0%
                    1.10                     75.0%
                    1.11                     85.0%
                    1.12                     95.0%
Target              1.13                    100.0%
                    1.14                    107.0%
                    1.15                    114.0%
                    1.16                    121.0%
                    1.17                    128.0%
                    1.18                    135.0%
                    1.19                    142.0%
Superior            1.20                    150.0%


                                                      EXHIBIT III

                  SOUTHERN NATIONAL CORPORATION
                    SHORT-TERM INCENTIVE PLAN
                       PROFIT CENTER GOALS
                              1994

Region

(1)  CONTRIBUTED INCOME (75%)

                                                     Payout Ratio

     Threshold (98% of target)                            25%    

     Target (Annual Budget)                              100%    

     Superior (110% of target)                           150%    


(2)  CORE DEPOSIT GROWTH (25%)

     Core deposit growth is defined as fourth quarter average
core
     deposits for 1994 compared to average fourth quarter core
     deposits for 1993.

           Actual                  Budgeted
     4th Quarter 1993          4th Quarter 1994            Growth




                                                     Payout Ratio

     Threshold (80% of growth)                            25%    

     Target                                              100%    

     Superior (100% of growth)                           150%