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As filed with the Securities and Exchange Commission on April 29, 1996
Registration No. 333-____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNITED CAROLINA
BANCSHARES CORPORATION
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 56-0954530
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
POST OFFICE BOX 682
127 WEST WEBSTER STREET
WHITEVILLE, NORTH CAROLINA 28472
(Address of principal executive offices, including Zip Code)
EMPLOYEE'S STOCK OPTION PLAN
(Full title of the plan)
HOWARD V. HUDSON, JR., ESQ.
UNITED CAROLINA BANCSHARES CORPORATION
POST OFFICE BOX 632
127 WEST WEBSTER STREET
WHITEVILLE, NORTH CAROLINA 28472
(910) 642-5131
(Name, address and telephone number, including area code, of agent for service)
COPY TO:
WILLIAM R. LATHAN, JR., ESQ.
WARD AND SMITH, P.A.
1001 COLLEGE COURT
POST OFFICE BOX 867
NEW BERN, NORTH CAROLINA 28560
(919) 633-1000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED BE REGISTERED (1) PER SHARE (2) OFFERING PRICE (2) FEE (2)
<C> <C> <C> <C> <C>
Common Stock,
$4.00 par value 103,750 $9.2213763 $956,718 $330
</TABLE>
(1) This Registration Statement registers securities offered pursuant to terms
which provide for an adjustment in the number of securities being offered
to prevent dilution resulting from stock splits, stock dividends or similar
transactions and will be deemed to cover the additional securities offered
or issued in connection with any such provision.
(2) Pursuant to Rule 457(h)(1), the registration fee has been calculated on the
basis of the weighted average price per share at which shares could be
purchased upon the exercise of options granted under the plan.
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Registrant with the Securities and Exchange
Commission (the "Commission") under the Securities Exchange Act of 1934 (the
"Exchange Act") are incorporated herein by reference:
(I) Registrant's Annual Report on Form 10-K for the
year ended December 31, 1995;
(II) Registrant's Current Reports on Form 8-K dated
January 25, 1996 and April 16, 1996;
(III) Description of Registrant's common stock contained in its
Registration Statement on Form 10, as amended by Registrant's subsequent reports
filed under the Exchange Act.
All documents subsequently filed with the Commission by Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment which indicates that all securities being offered
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated herein by reference and to be a part hereof from
the dates of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Ward and Smith, P.A., New Bern, North Carolina has rendered an opinion as to
certain legal matters regarding the shares of Registrant's common stock to which
this Registration Statement relates. Certain members of that firm beneficially
own an aggregate of approximately 9,180 shares of Registrant's common stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The North Carolina Business Corporation Act (the "NCBCA") provides for
indemnification by a corporation of its officers, directors, employees and
agents, and any person who is or was serving at the corporation's request as a
director, officer, employee or agent of another entity or enterprise or as a
trustee or administrator under an employee benefit plan, against liability and
expenses, including reasonable attorney's fees, in any proceeding (including
without limitation a proceeding brought by or on behalf of the corporation
itself) arising out of their status as such or their activities in any of the
foregoing capacities.
PERMISSIBLE INDEMNIFICATION. Under the NCBCA, a corporation may, but is not
required to, indemnify or agree to indemnify any such person against liability
and expenses incurred in any such proceeding, provided such person conducted
himself or herself in good faith and (I) in the case of conduct in his or her
official corporate capacity,
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reasonably believed that his or her conduct was in the corporation's best
interests, and (II) in all other cases, reasonably believed that his or her
conduct was at least not opposed to the corporation's best interests; and, in
the case of a criminal proceeding, where he or she had no reasonable cause to
believe his or her conduct was unlawful. However, a corporation may not
indemnify such person either in connection with a proceeding by or in the right
of the corporation in which such person was adjudged liable to the corporation,
or in connection with any other proceeding charging improper personal benefit to
such person (whether or not involving action in an official capacity) in which
such person was adjudged liable on the basis that personal benefit was
improperly received.
MANDATORY INDEMNIFICATION. Unless limited by the corporation's charter, the
NCBCA requires a corporation to indemnify a director or officer of the
corporation who is wholly successful, on the merits or otherwise, in the defense
of any proceeding to which such person was a party because he or she is or was a
director or officer of the corporation against reasonable expenses incurred in
connection with the proceeding.
ADVANCE FOR EXPENSES. Expenses incurred by a director, officer, employee or
agent of the corporation in defending a proceeding may be paid by the
corporation in advance of the final disposition of the proceeding as authorized
by the board of directors in the specific case, or as authorized by the charter
or bylaws or by any applicable resolution or contract, upon receipt of an
undertaking by or on behalf of such person to repay amounts advanced unless it
ultimately is determined that such person is entitled to be indemnified by the
corporation against such expenses.
COURT-ORDERED INDEMNIFICATION. Unless otherwise provided in the corporation's
charter, a director or officer of the corporation who is a party to a proceeding
may apply for indemnification to the court conducting the proceeding or to
another court of competent jurisdiction. On receipt of an application, the
court, after giving any notice the court deems necessary, may order
indemnification if it determines either (I) that the director or officer is
entitled to mandatory indemnification as described above, in which case the
court also will order the corporation to pay the reasonable expenses incurred to
obtain the court-ordered indemnification, or (II) that the director or officer
is fairly and reasonably entitled to indemnification in view of all the relevant
circumstances, whether or not such person met the requisite standard of conduct
or was adjudged liable to the corporation in connection with a proceeding by or
in the right of the corporation or on the basis that personal benefit was
improperly received in connection with any other proceeding so charging (but if
adjudged so liable, indemnification is limited to reasonable expenses incurred).
VOLUNTARY INDEMNIFICATION. In addition to and separate and apart from
"permissible" and "mandatory" indemnification described above, a corporation
may, by charter, bylaw, contract or resolution, "indemnify or agree to
indemnify any one or more of its officers, directors, employees and agents
against liability and expenses in any proceeding (including without limitation a
proceeding brought by or
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on behalf of the corporation itself) arising out of their status as such or
their activities in any of the foregoing capacities. However, the corporation
may not indemnify or agree to indemnify a person against liability or expenses
he may incur on account of activities which were at the time taken known or
believed by such person to be clearly in conflict with the best interests of the
corporation. Any provision in a corporation's charter or bylaws or in a contract
or resolution may include provisions for recovery from the corporation of
reasonable costs, expenses and attorneys' fees in connection with the
enforcement of rights to indemnification granted therein and may further include
provisions establishing reasonable procedures for determining and enforcing such
rights.
PARTIES ENTITLED TO INDEMNIFICATION. The NCBCA defines "director" to include
ex-directors and the estate or personal representative of a director. Unless its
charter provides otherwise, a corporation may indemnify and advance expenses to
an officer, employee or agent of the corporation to the same extent as to a
director and also may indemnify and advance expenses to an officer, employee or
agent who is not a director to the extent, consistent with public policy, as may
be provided in its charter or bylaws, by general or specific action of its board
of directors, or by contract.
INDEMNIFICATION BY REGISTRANT. Subject to such restrictions as are provided
by federal securities law, Registrant's Bylaws provide for indemnification of
its directors and officers to the fullest extent permitted by law and require
its Board of Directors to take all actions necessary and appropriate to
authorize such indemnification. In addition, Registrant currently maintains
directors' and officers' liability insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The following exhibits are filed herewith or incorporated herein by reference
as part of this Registration Statement:
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<CAPTION>
<S> <C>
4 Specimen of Registrant's Common Stock certificate (incorporated by
reference from Registrant's 1988 Annual Report on Form 10-K).
5 Opinion of Ward and Smith, P.A. as to the legality of the securities being registered (filed herewith).
23(A) Consent of KPMG Peat Marwick LLP to incorporation by reference of
its report on Registrant's financial statements (filed herewith).
23(B) Consent of Ward and Smith, P.A. (contained in its opinion filed herewith as Exhibit 5).
99 Copy of Employee's Stock Option Plan.
</TABLE>
4
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ITEM 9. UNDERTAKINGS
(A) RULE 415 OFFERING. 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
of 1933;
(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 (a)(1)(i) and
(a)(1)(ii) do not apply if 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 Securities Exchange Act of 1934
that are incorporated by reference in the
Registration Statement.
(2) That, for purposes of determining any liability
under the Securities Act of 1933, 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 that 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 which remain unsold at the termination of
the offering.
(B) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is
5
<PAGE>
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.
(H) REQUEST FOR ACCELERATION OF EFFECTIVENESS OR FILING OF REGISTRATION
STATEMENT ON FORM S-8
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of 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, the Registrant
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 Act and will be governed by the final adjudication of such
issue.
6
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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 Whiteville, State of North Carolina, on April 23,
1996.
UNITED CAROLINA BANCSHARES CORPORATION
(Registrant)
BY:S/ Kenneth L. Miller
Kenneth L. Miller
President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE TITLE DATE
S/ E. Rhone Sasser Chief Executive April 23, 1996
E. Rhone Sasser Officer (principal
executive officer)
and Director
S/ Ronald C. Monger Executive Vice April 23, 1996
Ronald C. Monger President and Chief
Financial Officer
(principal financial
officer)
S/ John F. Watson Controller (principal April 23, 1996
John F. Watson accounting officer)
S/ J. W. Adams Director April 23, 1996
J. W. Adams
S/ John V. Andrews Director April 23, 1996
John V. Andrews
S/ Russell M. Carter Director April 23, 1996
Russell M. Carter
7
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S/ W. E. Carter Director April 23, 1996
W. E. Carter
S/ Alfred E. Cleveland Director April 23, 1996
Alfred E. Cleveland
S/ James L. Cresimore Director April 23, 1996
James L. Cresimore
S/ Thomas P. Dillon Director April 23, 1996
Thomas P. Dillon
S/ C. Frank Griffin Director April 23, 1996
C. Frank Griffin
S/ James C. High Director April 23, 1996
James C. High
S/ Jack E. Shaw Director April 23, 1996
Jack E. Shaw
S/ Harold B. Wells Director April 23, 1996
Harold B. Wells
S/ Charles M. Winston Director April 23, 1996
Charles M. Winston
8
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EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NUMBER
4 Specimen of Registrant's Common Stock
certificate (incorporated herein by
reference from Exhibit IV to Registrant's
1988 Annual Report on Form 10-K).
5 Opinion of Ward and Smith, P.A. as to
the legality of the securities being
registered (filed herewith).
23(a) Consent of KPMG Peat Marwick LLP to
incorporation by reference of its
report on Registrant's financial
statements (filed herewith).
23(b) Consent of Ward and Smith, P.A.
(included in its opinion filed
herewith as Exhibit 5).
99 Copy of Employee's Stock Option Plan.
<PAGE>
EXHIBIT 5
April 29, 1996
The Board of Directors
United Carolina Bancshares Corporation
Post Office Box 632
Whiteville, North Carolina 28472
RE: Our File 80-0785(S)
Gentlemen:
You have asked for our opinion regarding 103,750 shares of common stock, $4.00
par value (the "Shares"), of United Carolina Bancshares Corporation (the
"Corporation") that are proposed to be issued and sold to the holders and upon
the exercise of options (the "Options") previously granted by Triad Bank (the
"Bank") under its Employee's Stock Option Plan (the "Plan") and which remained
outstanding at the effective time of the merger of the Bank into the
Corporation's wholly-owned bank subsidiary, United Carolina Bank ("UCB"). The
Agreement and Plan of Reorganization and Merger dated October 19, 1995 among the
Bank, UCB and the Corporation (the "Agreement") provided that, when the merger
became effective, the Options would be converted (as described therein) into
options to purchase common stock of the Corporation and the Corporation would
assume the Bank's obligations thereunder.
We have examined the Agreement, the Plan and certified copies of resolutions
adopted by the Corporation's Board of Directors approving the Agreement,
ratifying and approving the assumption of the Options, and reserving and
authorizing the Shares for issuance upon exercise of the Options. Additionally,
we have examined such other records and documents and have had such discussions
with officers of the Corporation as we deemed necessary with respect to the
organization of the Corporation and other matters. Based upon such examination,
and provided that (I) the Options originally were properly issued by the Bank,
(II) the Corporation's Registration Statement on Form S-8 filed with the
Securities and Exchange Commission relating to the Shares shall have become and
shall remain effective, and (III) the Shares covered by the Registration
Statement shall have been issued and sold upon the exercise and in accordance
with the terms of the Options and following receipt by
<PAGE>
The Board of Directors
United Carolina Bancshares Corporation
Page 2
the Corporation of the purchase price of such Shares, then the Shares so issued
and sold will be validly authorized, legally issued, fully paid and
nonassessable.
This opinion is furnished by us solely for your benefit and in connection with
the filing of the above Registration Statement. Without our prior express
written consent this opinion may not used for any other purpose and may not be
quoted or relied upon by, nor may copies be delivered to, any other person or
entity.
We hereby consent to the filing of this opinion as Exhibit 5 to the Registration
Statement.
Yours truly,
S/ WARD AND SMITH, P.A.
WARD AND SMITH, P.A.
<PAGE>
EXHIBIT 23(A)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
United Carolina Bancshares Corporation
We consent to incorporation by reference in the Registration Statement on Form
S-8 of United Carolina Bancshares Corporation (the "Corporation") relating to
the Employee's Stock Option Plan of Triad Bank, as assumed by United Carolina
Bancshares Corporation, of our report dated January 17, 1996, relating to the
consolidated balance sheets of United Carolina Bancshares Corporation and
subsidiaries as of December 31, 1995 and 1994, and the related consolidated
statements of income, stockholders' equity and cash flows for each of the years
in the three-year period ended December 31, 1995, which report appears in the
December 31, 1995 annual report on Form 10-K of United Carolina Bancshares
Corporation. Our report dated January 17, 1996, refers to the fact that on
December 31, 1993, the Corporation adopted the provisions of the Financial
Accounting Standards Board's Statement of Financial Accounting Standards No.
115, "Accounting for Certain Investments in Debt and Equity Securities", and on
January 1, 1993, the Corporation adopted the provisions of the Financial
Accounting Standards Board's Statement of Financial Accounting Standards No.
109, "Accounting for Income Taxes." Our report also refers to the fact that on
January 1, 1994, the Corporation adopted the provisions of the Financial
Accounting Standards Board's Statement of Financial Accounting Standards No.
112, "Employers' Accounting for Postemployment Benefits."
S/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Raleigh, North Carolina
April 29, 1996
<PAGE>
EXHIBIT 99
EMPLOYEE'S STOCK OPTION PLAN
(NON-QUALIFIED)
The following sets out the provisions of the new plan as adopted by the Bank's
Board of Directors:
1. PURPOSE. The purpose of the Plan is to advance the interests of Triad
Bank (the "Bank") and its shareholders by providing a means by which the Bank
will be able to attract and retain competent key employees (including officers
and directors who are employees) and provide such personnel with an opportunity
to participate in the increased value of the Bank which their effort,
initiative, and skill have helped produce.
2. SHARES COVERED BY PLAN. The number of shares of stock which may be
issued pursuant to options granted under the Plan will not exceed 145,000 shares
of the Bank's common stock (par value $2.50 per share), whether authorized and
unissued or whether issued and thereafter acquired by the Bank. If any options
granted under the Plan shall, for any reason other than the call of stock
appreciation rights, terminate or expire without having been exercised in full,
the stock not purchased under such options shall be available again for the
purposes of the Plan.
3. ADMINISTRATION.
(a) COMMITTEE. The Plan shall be administered by a Stock
Option Committee of Directors of the Bank ("Committee") to be appointed from
time to time by the Bank's Board of Directors and to consist of not less than
three members of the Board. Members of the Committee shall not be eligible to
participate in the Plan while serving on the Committee. No member of the
Committee shall be liable for any action or determination in respect thereto, if
made in good faith.
(b) GRANTS. The Committee, with the advice of the Bank's
Chief Executive Officer, shall make recommendations to the Board of Directors
regarding options to be granted under the Plan. Subject to the terms of the
Plan, the Board shall have full and final authority to determine the persons who
are to be granted options under the Plan and the number of shares subject to
each option, the option price, the form, terms and conditions of the options,
whether stock appreciation rights shall be issued in conjunction with such
options, and the time or times which each option becomes exercisable and the
duration of the exercise period, and to make such other determinations as may be
appropriate or necessary for the administration of the Plan. No person shall
receive options under this Plan on more than 30,000 shares.
(c) DECISIONS. The Committee shall select one of its members
as the Chairman, and shall hold its meetings at such times and places as it
shall deem advisable. At least one half of its members shall constitute a
quorum, and all determinations of the Committee shall be made by a majority of
its members who are present. Any recommendation reduced to writing and signed by
a majority of all the members shall be fully as effective as if made
<PAGE>
a majority vote at a meeting duly called and held. The Committee may appoint a
Secretary, shall keep minutes of its meetings, and may make such rules and
regulations for the conduct of its business and for the carrying out of the Plan
as it shall deem appropriate.
(d) INTERPRETATION. The interpretation and construction by
the Board of any provisions of the Plan and of the options granted thereunder
shall be final and conclusive on all persons having any interest thereunder.
(e) ELIGIBLE PARTICIPANTS. Officers and key employees of the
Bank or a subsidiary shall be eligible to participate in the Plan. Non-employee
directors shall not be eligible.
4. OPTION PRICE. The purchase price under each option shall not be less
than the fair market value of the stock at the time of the grant of the option,
said fair market value to be determined in good faith at the time of grant of
such option by decision of the Committee.
5. TERMS OF OPTION. No option shall be granted for a term in excess of
five years from the date it is granted.
6. STOCK APPRECIATION RIGHTS.
(a) GRANT. In connection with an option right granted under
this Plan, stock appreciation rights may also be granted upon such terms and
conditions as the Board may prescribe. "Stock appreciation right" as used in
this Plan means a right to receive the excess, if any, of the fair market value
of a share of the Bank's common stock on the date on which an appreciation right
is exercised over the option price provided for in the related option right and
is issued in consideration of services performed for the Bank for its benefits
by the optionee.
(b) EXPIRATION OR TERMINATION OF STOCK
APPRECIATION RIGHTS.
(1) Each stock appreciation right and all rights
and obligations thereunder shall expire on a date to be determined by the Board,
such date, however, in no event to be later than five years from the date on
which the related option right was granted.
(2) A stock appreciation right shall terminate
and may no longer be exercised upon the termination of the related option right.
7. LIMITATION ON TRANSFER OF OPTIONS. The option (including any stock
appreciation right pertaining thereto) shall not be transferable except by will
or by the laws of descent and distribution, and, during the lifetime of the
person to whom the option is granted, only he or his guardian may exercise it.
8. EXERCISE OF OPTION. Each exercise of an option granted hereunder,
including the call of a stock appreciation right, whether in whole or in part,
shall be by written notice to the
<PAGE>
President of the Bank designating the number of shares for which the option is
exercised, and, where stock is to be purchased pursuant to such exercise, shall
be accompanied by payment in full for the number of shares so designated.
9. TERMINATION OF OPTION. An option shall terminate and no rights
thereunder may be exercised if the person to whom it is granted ceased to be
employed whether by the Bank or by a subsidiary except that:
(a) EMPLOYMENT. If his employment is terminated by the Bank,
he may at any time within not more than three months after termination of his
employment, exercise his option rights but only to the extent that they are
exercisable by him on the date of termination of his employment; provided,
however that if his employment is terminated by the employee, or by the Bank for
deliberate, willful or gross misconduct as determined by the Board, all rights,
under this option shall terminate and expire upon termination; or
(b) DEATH. If he dies while in the employ of the Bank, or
within not more than three months after the termination of his employment by the
Bank without cause, his option rights may be exercised at any time within six
months following his death by the person or persons to whom his rights under the
option shall pass by will or by the laws of descent and distribution. Such
option rights may be exercised or called only to the extent exercisable or
callable on the date of termination or employment; provided further, however,
that in no event may any option rights be exercised by anyone after the
expiration of the term of the option.
10. LIMITATIONS ON EXERCISE OF OPTION RIGHTS.
(a) INSTALLMENTS. Options may be exercisable in whole or in
installments, as determined by the Board at the time the option is granted.
(b) MINIMUM NUMBER OF SHARES. The minimum number of shares
with respect to which option rights may be exercised in part at any time shall
be determined by the Board at the time the option is granted.
11. AMENDMENT, MODIFICATION AND TERMINATION OF PLAN. The Board of
Directors may terminate, amend or modify the Plan, at any time; provided,
however, that no such action of the Board of Directors, without approval of the
shareholders, may (a) increase the total number of shares of stock for which
options may be granted under the plan; (b) permit the granting of options to
anyone other than employees of the Bank or its subsidiaries; (c) decrease the
minimum option price; (d) increase the maximum option periods; (e) increase the
annual maximum per optionee; (f) withdraw the administration of the plan from
the Stock Option Committee; or (g) permit any person while a member of the
Committee to be eligible to receive or hold an option under the plan. No
amendment, modification or termination of the plan shall in any manner affect
any option
<PAGE>
theretofore granted to an optionee under the plan without the consent of the
optionee.
Unless this plan shall have been previously terminated by the Board of
Directors, this Plan shall terminate on the date ten years next subsequent to
the date this Plan is approved by the Bank's shareholders, except as to stock
options and stock appreciation rights theretofore granted and outstanding under
the Plan at the date, and no stock options or stock appreciation rights shall be
granted after that date.
12. ADJUSTMENT IN SHARES COVERED BY PLAN. If any change is made in the
stock subject to the Plan, or subject to any option granted under the Plan,
through merger, consolidation, reorganization, recapitalization, stock dividend,
stock split, combination of shares, rights offerings, change in the corporate
structure of the Bank, or otherwise appropriate adjustment shall be made as to
the maximum number of shares and prices per share of stock subject to
outstanding options.
13. OTHER TERMS. Any option granted hereunder shall contain such other
and additional terms not inconsistent with the terms of this Plan, which are
deemed necessary or desirable by the Board of Directors, the Stock Option
Committee, or by legal counsel to the Bank.
14. EFFECTIVE DATE OF PLAN AND SHAREHOLDER APPROVAL. The effective date
of the Plan is January 13, 1989, the date of its approval by the Board. It was
approved by shareholders March 28, 1989 with subsequent amendments approved by
the shareholders on June 16, 1992 and December 8, 1993.
