-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, JnmurnU1Ogb/ZniKjBOh1ySykKhleKv+a+xW2MxqKpnV2aKxsFZLuHcdu6mXXeKS KJSs6v0W/3bfWJZK27yHZw== 0000950109-95-000489.txt : 19950302 0000950109-95-000489.hdr.sgml : 19950302 ACCESSION NUMBER: 0000950109-95-000489 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 19950228 EFFECTIVENESS DATE: 19950319 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHERN NATIONAL CORP /NC/ CENTRAL INDEX KEY: 0000092230 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 560939887 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-57871 FILM NUMBER: 95516188 BUSINESS ADDRESS: STREET 1: 500 N CHESTNUT ST CITY: LUMBERTON STATE: NC ZIP: 28358 BUSINESS PHONE: 9196712000 MAIL ADDRESS: STREET 1: 500 NORTH CHESTNUT STREET CITY: LUMBERTON STATE: NC ZIP: 28358 S-8 1 FORM S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 28, 1995 Registration No. 33-------- SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SOUTHERN NATIONAL CORPORATION (Exact name of Registrant as specified in its charter) North Carolina 56-0939887 (State of Incorporation) (IRS Employer Identification No.) 200 West Second Street, Winston-Salem, North Carolina 27101 (Address of principal executive offices) SOUTHERN NATIONAL CORPORATION SPECIAL NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN (Full title of the Plan) David L. Craven Senior Vice President, General Counsel and Secretary Southern National Corporation 200 West Second Street, Winston-Salem, North Carolina 27101 (910) 773-7390 (Name, address, and telephone number of agent for service) Copy to: David M. Carter Hunton & Williams 951 East Byrd Street Richmond, Virginia 23219 CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------- Title of Securities Amount Proposed Maximum Proposed Maximum Amount of to be to be Offering Price Aggregate Offering Registration Registered Registered (1) Per Share (2) Price (2) Fee - -------------------------------------------------------------------------------------------------------- Common Stock 73,247 $22.00 $1,611,434 $ 557 ($2.50 par value shares per share) - --------------------------------------------------------------------------------------------------------
(1) Plus such additional number of shares as may be required under the Plan in the event of a stock dividend, split-up of shares, recapitalization, or other similar change in the Common Stock. (2) Estimated pursuant to Rule 457 solely for the purpose of calculating the registration fee, upon the basis of the average of the high and low prices of the Common Stock as reported on the New York Stock Exchange on February 21, 1995. Part I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information. This Registration Statement relates to the registration of 73,247 shares of the Common Stock, $5.00 par value per share, of Southern National Corporation (the "Registrant") reserved for issuance and delivery under the Southern National Corporation Non-Employee Directors Stock Option Plan (the "Plan"). Documents containing the information specified in Part I of Form S-8 will be sent or given to directors as specified by Rule 428(b)(1) promulgated under the Securities Act of 1933, as amended (the "Securities Act"). Item 2. Registrant Information and Employee Plan Annual Information. See response to Item 1 above. Part II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The Registrant hereby incorporates by reference in this Prospectus the following documents filed with the Commission: The following documents concerning SNC (File No. 1-10853) are incorporated by reference herein: (i) the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993, the consolidated financial statements and certain other information therein having been superseded by the consolidated financial statements and certain other information for the year ended December 31, 1993, that are included in the Registrant's Current Report on Form 8-K, dated September 26, 1994, to reflect the Registrant's acquisition of Regency Bancshares Inc. ("Regency"), The First Savings Bank, FSB ("FSB"), and Home Federal Savings Bank ("Home"); (ii) the Registrant's Quarterly Reports on Form 10-Q for the periods ended March 31, 1994, June 30, 1994, and September 30, 1994; (iii) the description of the Common Stock in the Registrant's registration statement filed under the Exchange Act with respect to the Common Stock, including all amendments and reports filed with the purpose of updating such description; and (iv) the Registrant's Current Reports on Form 8-K dated January 28, 1994 (as amended on April 15, 1994, and June 6, 1994), August 8, 1994, September 26, 1994, November 14, 1994, and February 24, 1995 including consolidated financial statements for BB&T Financial Corporation ("BB&T Financial") and pro forma condensed financial information relating to Registrant's proposed merger with BB&T. All other reports filed by the Registrant with the Commission pursuant to Section 13(a) and 13(c) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering of shares of Registrant's Common Stock pursuant to the Plan, any definitive proxy or information statement filed pursuant to Section 14 of the Exchange Act in connection with any subsequent meetings of shareholders and any reports filed pursuant to Section 15 of the Exchange Act prior to any such termination of the offering of shares, shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modified or superseded such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. Item 4. Description of Securities. The Registrant's Common Stock is registered under Section 12 of the Exchange Act. Item 5. Interests of Named Experts and Counsel. Not Applicable. Item 6. Indemnification of Directors and Officers. Directors and officers of the Registrant are entitled to indemnification as expressly permitted by the provisions of the North Carolina Business Corporation Act and the Registrant's Bylaws. The Registrant has purchased a liability insurance policy for its directors and certain of its officers which, subject to limitations set forth in the insurance policy, indemnifies them for certain liabilities which they, or any one of them, may incur in connection with the performance of duties in their official capacities. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, or controlling persons of the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in said Act and is therefore unenforceable. 2 Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits. Exhibit No. Description ----------- ----------- 3.1 Amended and Restated Articles of Incorporation (filed as Exhibit 4(a) to SNC's Registration Statement on Form S-3 filed on June 9, 1993 (Registration Statement No. 33-64176) and incorporated herein by reference) 3.2 Bylaws (filed as Exhibit 3.2 to the Corporation's Registration Statement on Form S-4 filed on June 20, 1989 (Registration Statement No. 33-20586) and incorporated herein by reference) 4.3 Southern National Corporation Special Non-Employee Directors Stock Option Plan 5 Opinion of Hunton & Williams 23.1 Consent of Arthur Andersen LLP 23.2 Consent of KPMG Peat Marwick LLP 23.3 Consent of KPMG Peat Marwick LLP 23.4 Consent of Donald G. Jones and Company, P.A. 23.5 Consent of Ernst & Young LLP 23.6 Consent of Coopers & Lybrand L.L.P. 23.7 Consent of Hunton & Williams (included in Exhibit 5) 24 Powers of Attorney of Directors and Officers of the Company (included on signature pages) 3 Item 9. Undertakings. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; Provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the Registration Statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the provisions discussed in Item 6 hereof, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered hereby, the Registrant 4 will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933 the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Winston-Salem, State of North Carolina, on February 24, 1995. SOUTHERN NATIONAL CORPORATION (Registrant) By: /s/ L. Glenn Orr, Jr. ---------------------------- L. Glenn Orr, Jr. Chairman, President and Chief Executive Officer POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on February 24, 1995. Each of the directors and/or officers of Southern National Corporation whose signature appears below hereby appoints Sherry A. Kellett, David L. Craven and David M. Carter, and each of them severally, as his attorney-in-fact to sign in his name and behalf, in any and all capacities stated below and to file with the Commission, any and all amendments, including post-effective amendments to this registration statement, making such changes in the registration statement as appropriate, and generally to do all such things in their behalf in their capacities as officers and directors to enable Southern National Corporation to comply with the provisions of the Securities Act of 1933, and all requirements of the Securities and Exchange Commission. Signature Title --------- ----- /s/ L. Glenn Orr, Jr. - ---------------------------------- Chairman, President, Chief L. Glenn Orr, Jr. Executive Officer and Director (Principal Executive Officer) /s/ Gary E. Carlton - ---------------------------------- Executive Vice President and Gary E. Carlton Director /s/ Sherry A. Kellett - ---------------------------------- Executive Vice President and Controller Sherry A. Kellett (Principal Financial and Accounting Officer) /s/ William F. Black - ---------------------------------- Director William F. Black /s/ Luther C. Boliek - ---------------------------------- Director Luther C. Boliek /s/ Ronald E. Deal - ---------------------------------- Director Ronald E. Deal - ---------------------------------- Director William N. Geiger, Jr. /s/ Paul S. Goldsmith - -------------------------- Director Paul S. Goldsmith - -------------------------- Director Lloyd Vincent Hackley /s/ James A. Hardison, Jr. - -------------------------- Director James A. Hardison, Jr. /s/ Donald C. Hiscott - -------------------------- Director Donald C. Hiscott - -------------------------- Director Charles A. Hostetler /s/ Richard Janeway - -------------------------- Director Richard Janeway, M.D. - -------------------------- Director Joseph A. McAleer /s/ Albert O. McCauley - -------------------------- Director Albert O. McCauley /s/ Dickson McLean, Jr. - -------------------------- Director Dickson McLean, Jr. /s/ Charles E. Nichols - -------------------------- Director Charles E. Nichols /s/ C. Edward Pleasants - -------------------------- Director C. Edward Pleasants /s/ Nido R. Qubein - -------------------------- Director Nido R. Qubein /s/ Ted R. Reynolds - -------------------------- Director Ted R. Reynolds /s/ A. Bruce Williams - -------------------------- Director A. Bruce Williams /s/ A. Tab Williams, Jr. - -------------------------- Director A. Tab Williams, Jr. /s/ Edward M. Williams - -------------------------- Director Edward M. Williams /s/ T.H. Yancey - -------------------------- Director T.H. Yancey /s/ Robert H. Yeargin - -------------------------- Director Robert H. Yeargin EXHIBIT INDEX Exhibit No. Description ----------- ----------- 3.1 Amended and Restated Articles of Incorporation (filed as Exhibit 4(a) to SNC's Registration Statement on Form S-3 filed on June 9, 1993 (Registration Statement No. 33-64176) and incorporated herein by reference) 3.2 Bylaws (filed as Exhibit 3.2 to the Corporation's Registration Statement on Form S-4 filed on June 20, 1989 (Registration Statement No. 33-20586) and incorporated herein by reference) 4.3 Southern National Corporation Special Non-Employee Directors Stock Option Plan 5 Opinion of Hunton & Williams 23.1 Consent of Arthur Andersen LLP 23.2 Consent of KPMG Peat Marwick LLP 23.3 Consent of KPMG Peat Marwick LLP 23.4 Consent of Donald G. Jones and Company, P.A. 23.5 Consent of Ernst & Young LLP 23.6 Consent of Coopers & Lybrand L.L.P. 23.7 Consent of Hunton & Williams (included in Exhibit 5) 24 Powers of Attorney of Directors and Officers of the Company (included on signature pages) EX-4.3 2 EXHIBIT 4.3 Exhibit 4.3 SOUTHERN NATIONAL CORPORATION SPECIAL NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN I. PURPOSE The purposes of the Special Non-Employee Directors Stock Option Plan (the "Plan") are to attract and retain the services of experienced and knowledgeable Non-Employee Directors, to encourage eligible directors of Southern National Corporation (the "Corporation") to acquire a proprietary and vested interest in the growth and performance of the Corporation, and to generate an increased incentive for directors to contribute to the Corporation's future success and prosperity, thus enhancing the value of the Corporation for the benefit of its stockholders. II. DEFINITIONS As used in the Plan, the following terms shall have the meanings set forth below: 1. "Annual Retainer" shall mean the amount that an Eligible Director would be entitled to receive for serving as a director in the year following an Election Date, but shall not include fees associated with service on any committee of the Board, any meeting fees, or any fees associated with other services provided to the Corporation. 2. "Board" shall mean the Board of Directors of the Corporation. 3. "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time. 4. "Committee" shall mean a committee of the Board of Directors meeting the standards of Rule 16b-3 of the rules and regulations under the Exchange Act, or any similar successor rule, appointed by the Board to administer this Plan. 5. "Corporation" shall mean Southern National Corporation. 6. "Effective Date" shall mean March 1, 1992, the effective date of the Plan. 7. "Election Date" shall mean with respect to an option hereunder the date of the initial election of the Director that six or twelve months thereafter prompted the grant of such Option and thereafter, shall mean each December 31 as long as annual elections are permitted by statute or regulation. 8. "Eligible Director" shall mean each director of the Corporation who is not an employee of the Corporation or any of the Corporation's subsidiaries (as defined in Section 425(f) of the Code). 9. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. 10. "Fair Market Value" shall mean with respect to the Common Stock the last sales price of the Common Stock on the date on which such value is determined, as reported on the New York Stock Exchange or, if there shall be no trades on such date, on the date nearest preceding such date. 11. "Option" shall mean any right granted to a Participant allowing such Participant to purchase Shares at such price or prices and during such period or periods as set forth under the Plan. All Options shall be nonqualified options not entitled to special tax treatment under Section 422 of the Code. 12. "Option Agreement" shall mean a written agreement, contract, or other instrument evidencing an Option granted hereunder and signed by both the Corporation and the Participant. 13. "Participant" shall mean an Eligible Director who receives Option under the Plan. 14. "Price Percentage" shall mean 75 percent unless adjusted in accordance with Section V. 15. "Share Percentage" shall mean 25 percent unless adjusted in accordance with Section V. 16. "Shares" shall mean shares of the common stock, $5.00 par value, of the Corporation. III. ADMINISTRATION The Plan shall be administered by a Committee of the Board. Subject to the terms of the Plan the Committee shall have the power to interpret the provisions and supervise the administration of the Plan. IV. SHARES SUBJECT TO THE PLAN 1. Total Number. Subject to adjustment as provided in this Section, the total number of Shares as to which Options may be granted under the Plan shall be 73,247 Shares. 2. Reduction of Shares Available. a. The grant of an option will reduce the Shares as to which Options may be granted by the number of Shares subject to such Option. b. Any Shares issued by the Corporation through the assumption or substitution of outstanding grants from an acquired company shall not reduce the Shares available for grants under the Plan. 3. Increase of Shares Available. The lapse, cancellation, or other termination of an Option that has not been fully exercised shall increase the available Shares by the number of Shares that have not been issued upon exercise of such Option. 4. Other Adjustments. The total number and kind of shares available for Options under the Plan or which may be allocated to any one Participant, the number and kind of shares of Common Stock subject to outstanding Options, and the exercise price for such Options shall be appropriately adjusted by the Board for any increase or decrease in the number of outstanding Shares resulting from a stock dividend, subdivision, combination of Shares, reclassification, or other change in corporate structure affecting the Shares or for any conversion of the Shares into or exchange of the Shares for other shares as a result of any merger or consolidation (including a sale or assets) or other recapitalization as may be necessary to maintain the proportionate interest of the Option holder. V. OPTIONS IN LIEU OF CASH COMPENSATION 1. Election to Receive Options in Lieu of Annual Retainers. Options shall be granted to (a) any Eligible Director who, prior to July 1, 1992, and (b) any Eligible Director elected thereafter who, prior to the July 1, 1992, Election Date on which such director is first elected to the Board by the Corporation's stockholders, files with the Secretary of the Corporation an irrevocable election to receive stock options in lieu of 50% or 100% of his or her Annual Retainers. Six months after each Election Date thereafter, each Eligible Director making an election under this Section V.1. shall be granted an option with respect to his or her Annual Retainer for the number of Shares determined under Section V.3. below, where the Deferral Amount shall mean the Annual Retainer. 2. Option Formula. The number of Options granted to an Eligible Director under this Section V. shall be equal to the nearest number of whole shares determined in accordance with the following formula: (Elected Percentage)x(Deferral Amount) ----------------------------------------------- = Number of Shares (Share Percentage)x(Fair Market Value) where the Elected Percentage refers to the percentage of the Annual Retainers or Board Meeting Fees elected under Sections V.1. or V.2. and Fair Market Value refers to the Fair Market Value of a Share on the date of grant. Fractional shares will not be granted; any remaining amounts of Annual Retainers or Board Meeting Fees earned will be paid in cash. 3. Option Price. The purchase price per share covered by each Option granted under this Section V. shall be the Fair Market Value of a Share on the date of grant multiplied by the Price Percentage. 4. Exercisability. An Option granted under the Plan shall be exercisable six months from the date of grant. 5. Adjustment. In the event that any law, ruling, or regulation shall be proposed, promulgated, or adopted after the Effective Date that provides that a higher Option price shall be required as that Options granted under Section V. of the Plan will be treated as options for tax purposes, the Share Percentage and the Price Percentage of Options granted hereafter under this Section V. shall be automatically adjusted to comply therewith; provided, however, the sum of the Share Percentage and the Price Percentage shall remain 100 percent. 6. Annual Elections. In the event that permitting Eligible Directors to make annual elections to receive Options in lieu of cash compensation shall not result in (i) the loss of exemptive relief from Section 16(b) of the Exchange Act for the Plan or any other stock-based compensation plan of the Corporation or (ii) in the loss of option treatment for tax purposes for such Options, Eligible Directors may revoke any elections under Section V. and make such elections on an annual basis prior to each successive Election Date. VI. GENERAL TERMS 1. Option Period. Each Option shall expire ten years from its date of grant. Each Option shall be subject to termination before its date as hereinafter provided. 2. Termination of Service as a Director. If a Director's service terminates for any reason, the director (or his beneficiary) will have the right to exercise any option granted to him for a period not to exceed the expiration date of the original option term. 3. Method of Exercise. Any Option may be exercised by the Participant in whole or in part at such times and by such methods as the Board may specify. The applicable Option Agreement may provide that the Participant may make payment of the Option price in cash, Shares, or such other consideration as the Board may specify, or any combination thereof, having a Fair Market Value of the exercise date equal to the total option price. Stock surrendered in payment of the exercise price of an option must have been owned by the Participant for a minimum of six months prior to surrender. VII. CHANGE IN CONTROL 1. Immediate Vesting. Notwithstanding any other provision of the Plan to the contrary, upon a Change in Control, as defined below, all outstanding Options shall vest and become immediately exercisable. 2. Change in Control. A "Change in Control" of the Corporation is deemed to have occurred at such time as (i) any "person" (as defined in Section 13(d)(2) of the Securities Exchange Act of 1934) is or becomes a beneficial owner, directly or indirectly, of 51% or more of the combined voting power of the Corporation's outstanding voting securities; (ii) a change in composition of a majority of the Corporation's directors occurs; or (iii) a merger or consolidation (when the Corporation is not the surviving corporation) or sale of all or substantially all of the assets of the Corporation occurs. VIII. AMENDMENTS AND TERMINATION 1. Board Authority. The Board may amend, alter, or discontinue the Plan, but no amendment, alteration, or discontinuation shall be made (i) that would impair the rights of a Participant under an Option theretofore granted, without the Participant's consent, or (ii) without the approval of the stockholders if such approval is necessary to comply with any tax or regulatory requirement, including for these purposes any approval requirement which is a prerequisite for exemptive relief from Section 16(b) of the Exchange Act. 2. Prior Stockholder and Participant Approval. Anything herein to the contrary notwithstanding, in the event that amendments to the Plan are required in order that the Plan or any other stock-based compensation plan of the Corporation comply with the requirements of Rule 16b-3 issued under the Exchange Act as amended from time to time or any successor rules promulgated by the Securities and Exchange Commission related to the treatment of benefit and compensation plans under Section 16 or the Exchange Act, the Board is authorized to make such amendments without the consent of Participants or the stockholders of the Company. IX. GENERAL PROVISIONS 1. No Assignment or Ownership Rights. No Option may be assignable or transferrable by a Participant other than by will or by the laws of descent and distribution. Each Option shall be exercisable, during the Participant's lifetime, only by the Participant or, if permissible under applicable law, by the Participant's guardian or legal representative. A Participant shall have no legal rights as a shareholder with respect to any shares covered by the Options under the Plan until the date of issuance or a stock certificate for such Shares. 2. Compliance Requirements. All certificates for Shares delivered under the Plan pursuant to any option shall be subject to such stock-transfer orders and other restrictions as the Board may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Shares are then listed, and any applicable federal or state securities law, and the Board of Directors may cause a legend or legends to be put on any such certificates to make appropriate reference to restrictions. The Corporation shall not be required to issue or deliver any Shares under the Plan prior to the completion of any registration or qualification of such Shares under any federal or state law, or any rulings or regulation of any governmental body or national securities exchange that the Board in its sole discretion shall deem to be necessary or appropriate. 3. Other Plans. Nothing in this Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to stockholder approval if such approval is required by applicable law or rules of any stock exchange on which the Common Stock is then listed; and such arrangements may be either generally applicable or applicable only in specific cases. 4. Governing Law. The validity, construction, and affect of this Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the State of North Carolina and applicable federal law. 5. Conformity With Law. If any provision of this Plan is or becomes or is deemed invalid, illegal, or unenforceable in any jurisdiction, or would disqualify the Plan or any Option under any law deemed applicable by the Board, such provision shall be construed or deemed amended in such jurisdiction to conform to applicable laws or if it cannot be construed or deemed amended without, in the determination of the Board, materially altering the intent of the Plan, it shall be stricken and the remainder of the Plan shall remain in full force and effect. X. EFFECTIVE DATE The Effective Date of the Southern National Corporation 1992 Nonqualified Stock Option Plan for Non-Employee Directors shall be March 1, 1992, subject to approval by the Corporation's stockholders within one year thereafter. Options may be granted after the Effective Date and prior to termination of the Plan on December 31, 1996, or earlier termination of the Plan by the Board. OPTION AGREEMENT NON-QUALIFIED STOCK OPTION SOUTHERN NATIONAL CORPORATION SPECIAL NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN ------------------------------------------------ OPTION AGREEMENT, made as of _________ __, 1995 between Southern National Corporation (The "Corporation") and ________________ (the "Optionee"). Whereas, pursuant to the Special Non-Employee Directors Stock Option Plan (the "Plan"), the Corporation intends to provide incentives to Directors of the Corporation by providing them with opportunities for stock ownership, the Compensation Committee of the Corporate Board (the "Committee") hereby grants the Optionee an Option to purchase shares of the Corporation's common stock, par value $5.00 per share, which Option shall be a Non-Qualified Stock Option ("NQSO"). To evidence the grant of this Non-Qualified Stock Option and to set forth its terms and conditions as provided in the Plan, the Corporation and the Optionee agree as follows: 1. Grant of Option. The Corporation hereby evidences and confirms its grant to the Optionee on ________ ___, 1995 of a Non-Qualified Stock Option (the "Option") to purchase _____ common shares of the Corporation at a price of $________ per share (the "Exercise Price") which is 75% of the Fair Market Value of the underlying shares of common stock on the date hereof. As defined in the Plan, "Fair Market Value" is the closing sale price of the Corporation's common stock reported by the New York Stock Exchange on a given day or, if there is no sale on such day, then the closing sale price on the last previous date on which a sale is reported. The Option shall be subject to the provisions of the Plan and this Agreement, and in the event of any conflict between the Plan and this Agreement, the terms of the Plan will control. 2. Term and Exercise of Option. The term of the Option will be for a ---------------------------- period of ten (10) years, beginning on ____ __, 1995 and ending on ____ __, 2005. The Option will become exercisable, subject to the provisions hereof, six (6) months from the grant date or ____ __, 1995 provided that the Committee may, in its sole discretion, accelerate the time or times at which the Option may be exercised, either in whole or in part, provided further that in the event a change in control (as defined in Section 10.1(a) of the Plan) of the Corporation occurs, all Options granted hereunder shall become immediately exercisable in full. To the extent that the Option becomes exercisable on any such date but is not exercised, it may be exercised on any subsequent date until termination of the Option. Except as provided in Section 7,8,9 and 10 hereof, the Option may be exercised by the Optionee only while serving the Corporation. The grant of the Option shall impose no obligation upon the Optionee to exercise the Option. 3. Manner of Exercise. Subject to the terms and conditions of this Option ------------------- and the Plan, the Option may be exercised by written notice delivered to the Corporation signed by the Optionee or the person or persons exercising the Option. Such notice shall state the number of shares of the Corporation's common stock in respect to which the Option is being exercised and shall include such written covenants, agreements and representations as the Committee administering the Plan may from time to time deem necessary or desirable in order to ensure compliance with applicable laws, regulations of governmental authority and requirements of any exchange upon which the Corporation's common stock is traded. Such notice shall be accompanied by payment of the full Exercise Price. As soon as practicable after such notice and payment shall have been received, the Corporation shall deliver a certificate or certificates representing the number of shares of common stock with respect to which the Option was exercised, registered in the name of the person or persons exercising the Option. Payment of the Exercise Price shall be made in cash or by check, or in whole or in part, through the surrender of shares of the common stock of the Corporation valued at their Fair Market Value on the date of exercise of the Option, and determined according to the provision of Section 1. Notwithstanding anything herein to the contrary, the Corporation shall not be obligated to cause to be issued or delivered any certificate evidencing common stock purchased pursuant to the exercise of the Option, unless and until the Corporation is advised by its counsel that the issuance and delivery of such certificates is in compliance with all applicable laws, regulations and governmental authority and requirements of any exchange upon which the Corporation's common stock is traded. The Corporation shall in no event be obligated to register any securities pursuant to the Securities Act of 1933 (as now in effect or as hereafter amended) or to take any other affirmative action in order to cause the issuance and delivery of such certificates to comply with any such law, regulation or requirement. The Optionee shall not be entitled to any rights as a shareholder with respect to such shares of common stock being acquired pursuant to the exercise of the Option unless and until such certificates are issued. No adjustment shall be made for dividends or distributions or other rights for which the record date is prior to the date such certificate is issued. In the event the Option shall be exercised by any person other than the Optionee, pursuant to Section 5 hereof, the notice of exercise of the Option shall be accompanied by proof satisfactory to the Committee administering the Plan of the right of such person to exercise the Option. All shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable. 4. Non-Transferability. The Option may be exercised during the Optionee's ------------------- lifetime only by him (or his guardian or beneficiary as defined in Section 5), and the Option and this Option Agreement shall not be assignable or transferable by him otherwise than by will or the laws of descent and distribution. No such transfer of the Option or this Option Agreement by the Optionee by will or the laws of descent and distribution shall be effective to bind the Corporation unless the Corporation shall have been furnished with written notice thereof and such other evidence as the Committee administering the Plan may deem necessary or desirable to establish the validity of the transfer and the agreement by the transferee or transferees to be bound by the terms and conditions of the Option and the Plan. Except as provided above, the Option and this Option Agreement shall not be pledged, hypothecated, sold, assigned, transferred or otherwise encumbered or disposed of. Any purported pledge, hypothecation, sale, assignment, transfer or other encumbrance or disposition of the Option or this Option Agreement contrary to the provisions hereof, or the levy of any execution, attachment, or similar process upon the Option or Option Agreement, shall be null and void and without effect. 5. Designation of Beneficiary. The Optionee may designate a person or -------------------------- persons to receive, in the event of death, the rights available to him under the Option and this Option Agreement. Such designation will be made upon forms supplied by and delivered to the Corporation and may be revoked in writing. If the Optionee fails effectively to designate a beneficiary, then the Optionee's estate will be deemed to be the beneficiary. 6. Service as Director. In consideration of the granting of the Option ------------------- and regardless of whether or not the Option shall be exercised, the Optionee hereby agrees to remain in the service of the Corporation as a Director of Corporation until the first date on which the Option becomes exercisable to any extent. Nothing in this Option Agreement shall, however, confer upon the Optionee any right to continue as Director of the Corporation or shall impose upon the Corporation or its affiliates any obligation to retain the Optionee as a Director of the Corporation for any period. 7. Rights in Event of Termination of Service. Subject to the condition ----------------------------------------- that the Option shall not be exercisable for more than ten years from the date hereof, the Optionee may exercise the Option only while in the continuous service of the Corporation or, in the event of termination for any reason, including voluntary termination, death, disability, and retirement, the Director (or their beneficiary) will have the right to exercise any option granted to them for a period not to exceed the expiration date of the original option term. 2 8. Dilution and Other Adjustments. In the event of any change in the ------------------------------- outstanding shares of common stock of the Corporation by reason of any stock dividend or split, recapitalization, merger, consolidation, spin-off, reorganization, combination or exchange of shares, or other similar corporate change, the Committee will make such proportionate adjustments to the Option, if any, as it, in its absolute discretion, deems equitable in the number of shares of common stock covered by the Option, and in the Exercise Price per share of the Option, to prevent dilution or enlargement of the rights of the Optionee under the Option. Except as hereinbefore expressly provided in this Section 11, the Optionee shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class or dissolution, liquidation, merger or consolidation and any issue by the Corporation of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of shares of common stock subject to, or the Exercise Price of, the Option. 9. Notice. Any notice required or permitted under this Agreement shall be ------- deemed given when delivered in person or when mailed by registered mail with return receipt requested, to the Corporation, addressed: Attn: Corporate Secretary Southern National Corporation 500 North Chestnut Street Lumberton, North Carolina, 28358 and to the Optionee at such address as he may designate in writing to the Corporation. 10. Modification and Waiver. Neither this Option Agreement nor any ------------------------ provision hereof can be changed, modified, amended, discharged, terminated or waived orally or by any course of dealing or purported course of dealing, but only by an agreement in writing signed by the Optionee or his legal representative and the Corporation. No such agreement shall extend to or affect any provision of this Option Agreement not expressly changed, modified, amended, discharged, terminated or waived or impair any right consequent on such a provision. The waiver of or failure to enforce any breach of this Option Agreement shall not be deemed to be a waiver or acquiescence in any other breach thereof. 11. Governing Law. This Option Agreement shall be governed by and -------------- construed in accordance with the laws of the State of North Carolina. 12. Withholding. There will be deducted from each distribution of cash ------------ and/or stock under the Plan the amount of tax required by any governmental authority to be withheld. 13. Optionee Acknowledgment. The Optionee hereby acknowledges that all ----------------------- decisions, determinations and interpretations of the Committee in respect of the Plan, this Option Agreement and the Option shall be final and conclusive. 3 IN WITNESS WHEREOF, Southern National Corporation has caused this Option Agreement to be duly executed by its duly authorized officer and its corporate seal to be affixed hereto, and said Optionee has hereunto set his hand and seal, the day and year first above written. SOUTHERN NATIONAL CORPORATION By___________________________ [CORPORATE SEAL] ATTEST: __________________________ _____________________________ Optionee EX-5 3 EXHIBIT 5 Exhibit 5 Hunton & Williams 951 East Byrd Street Richmand, Virginia 23219 February 24, 1995 Board of Directors Southern National Corporation 200 West Second Street Winston-Salem, North Carolina 27101 Registration Statement on Form S-8 Southern National Corporation Special Non-Employee Directors Stock Option Plan ------------------------------------------------ Ladies and Gentlemen: We are acting as counsel for Southern National Corporation (the "Company") in connection with its registration under the Securities Act of 1933 of 73,247 shares of its common stock (the "Shares") which are proposed to be offered and sold as described in the Company's Registration Statement on Form S-8 for the Company's Special Non-Employee Directors Stock Option Plan (the "Registration Statement") to be filed with the Securities and Exchange Commission (the "Commission") on February 27, 1995. In rendering this opinion, we have relied upon, among other things, our examination of such records of the Company and certificates of its officers and of public officials as we have deemed necessary. Based upon the foregoing, we are of the opinion that: 1. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the state of North Carolina. 2. The Shares have been duly authorized and, when the Shares have been offered and sold as described in the Registration Statement, will be legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. Very truly yours, /s/ Hunton & Williams EX-23.1 4 EXHIBIT 23.1 ARTHUR ANDERSEN LLP Exhibit 23.1 Consent of Independent Public Accountants As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated February 28, 1994, included in Southern National Corporation's report on Form 8-K dated September 26, 1994, and to all references to our firm included in this registration statement. ARTHUR ANDERSEN LLP Charlotte, North Carolina, February 24, 1995 EX-23.2 5 EXHIBIT 23.2 Exhibit 23.2 ------------ INDEPENDENT AUDITORS CONSENT ---------------------------- The Board of Directors Southern National Corporation We consent to the incorporation by reference in the registration statement on Form S-8 (Special Non-Employee Directors Stock Option Plan) of Southern National Corporation of our report dated August 14, 1992, with respect to the consolidated statements of financial condition of The First Savings Bank, FSB and subsidiaries as of June 30, 1992 and 1991, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the years in the two-year period ended June 30, 1992 which report appears in the Form 8-K of Southern National Corporation dated September 26, 1994; and our report date August 6, 1993, with respect to the consolidated statements of financial condition of The First Savings Bank, FSB and subsidiaries as of June 30, 1993 and 1992, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the years in the three-year period ended June 30, 1993 which report appears in the Form 8-K Amendment No.1 of Southern National Corporation dated April 15, 1994. Greenville, South Carolina KPMG Peat Marwick LLP February 24, 1995 EX-23.3 6 EXHIBIT 23.3 Exhibit 23.3 ------------ INDEPENDENT AUDITORS' CONSENT The Board of Directors BB&T Financial Corporation We consent to the use of our report dated January 19, 1994, except as to note 2 which is as of June 30, 1994, included in Southern National Corporation's ("SNC") Current Report on Form 8-K dated February 24, 1995, incorporated by reference in the SNC Form S-8 Registration Statement, the purpose of which is to register shares pursuant to the SNC Special Non-employee Directors Stock Option Plan. KPMG Peat Marwick LLP Raleigh, North Carolina February 24, 1995 EX-23.4 7 EXHIBIT 23.4 Exhibit 23.4 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We consent to the use of our report included herein and incorporated herein by reference, and to the reference to our firm under the heading "Experts" in the Proxy Statement/Prospectus. DONALD G. JONES AND COMPANY, P.A. Columbia, South Carolina February 24, 1995 EX-23.5 8 EXHIBIT 23.5 Exhibit 23.5 Consent of Ernst & Young LLP, Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Special Non-Employee Directors Stock Option Plan of Southern National Corporation of our report dated January 21, 1994, with respect to the financial statements and schedule of Commerce Bank included in its Annual Report (Form F-2) for the year ended December 31, 1993, filed with the Securities and Exchange Commission on Southern National Corporation's Current Report on Form 8-K dated November 14, 1994. Ernst & Young LLP Virginia Beach, Virginia February 24, 1995 EX-23.6 9 EXHIBIT 23.6 Exhibit 23.6 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement of Southern National Corporation on Form S-8 of our report dated January 15, 1993, on our audits of the financial statements of Commerce Bank as of December 31, 1992 and 1991 and for each of the years then ended, which report has been filed in the Current Report on Form 8-K of Southern National Corporation dated November 14, 1994. Coopers & Lybrand L.L.P. Norfolk, Virginia February 24, 1995 -----END PRIVACY-ENHANCED MESSAGE-----