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As filed with the Securities and Exchange
Commission on November 19, 1997 Registration No. 333-27021
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ON
FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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LSB BANCSHARES, INC.
(Exact name of Registrant as specified in its charter)
North Carolina 56-1348147
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One LSB Plaza, Lexington, North Carolina 27292
(Address of principal executive offices)
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PIEDMONT BANCSHARES CORPORATION
STOCK OPTION PLAN
AS ASSUMED BY LSB BANCSHARES, INC.
OLD NORTH STATE BANK 1990 INCENTIVE STOCK OPTION
PLAN (AS AMENDED BY THE AMENDMENT TO 1990 INCENTIVE
STOCK OPTION PLAN)
AS ASSUMED BY LSB BANCSHARES, INC.
(Full title of the Plans)
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Robert F. Lowe
President and Chief Executive Officer
LSB Bancshares, Inc.
One LSB Plaza
Lexington, North Carolina 27292
(910) 248-6500
(Name, address, and telephone number of agent for service)
With a copy to:
David E. Johnston, Esq.
Hunton & Williams
One NationsBank Plaza, Suite 2650
101 South Tryon Street
Charlotte, North Carolina 28280
(704) 378-4700
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
This Registration Statement relates to the registration of 81,226
shares of the common stock, $5.00 par value per share (the "Common Stock") of
LSB Bancshares, Inc. (the "Registrant") reserved for issuance under the Piedmont
Bancshares Corporation Stock Option Plan as assumed by the Registrant (61,999
shares) and the Old North State Bank 1990 Incentive Stock Option Plan (as
amended by the Amendment to 1990 Incentive Stock Option Plan) as assumed by the
Registrant (19,227 shares) (collectively the "Plans"). Such shares of the
Registrant's Common Stock were originally registered as part of the Registrant's
Form S-4 Registration Statement (No. 333-27021). This Registration Statement on
Form S-8 shall serve as Post-Effective Amendment No. 1 to such Form S-4
Registration Statement of Registrant. This Registration Statement also relates
to an indeterminate number of additional shares that may be necessary to adjust
the number of shares reserved for issuance pursuant to the Plans as a result of
a reclassification, reorganization, recapitalization, stock split, stock
dividend, or similar occurrence that makes an adjustment of shares just and
appropriate. Documents containing the information described in Part I of Form
S-8 will be sent or given to participants under the Plans as required by Rule
428(b)(1).
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed with the Securities and Exchange Commission
(the "Commission").
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Commission
under the Securities Exchange Act of 1934, as amended (the "Exchange Act") are
incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996.
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997.
(c) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997.
(d) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1997.
(e) The Registrant's Current Report on Form 8-K dated March 14,
1997.
(f) The Registrant's Current Report on Form 8-K dated August 25,
1997, as amended by Form 8-K/A filed on October 27, 1997.
(g) The description of the Registrant's Common Stock contained in
the Registrant's registration statement on Form 8-A dated
April 29, 1988 (as amended by Amendment No. 1 on Form 8, dated
October 30, 1991), and any other amendment or report filed for
the purpose of updating such description.
Any information included or incorporated by reference in the
Registrant's Annual Report on Form 10-K for the year ended December 31, 1996 in
response to Items 402(a)(8), (i), (k), or (l) of Regulation S-K of the
Commission is not incorporated herein and is not part of this Registration
Statement.
All documents subsequently filed by the 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 registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of the filing of such documents.
Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document that is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 55-8-50 through 55-8-58 of the General Statutes of North
Carolina provide for indemnification of directors, officers, employees, and
agents of a North Carolina corporation. Subject to certain exceptions, a
corporation may indemnify an individual made a party to a proceeding because he
is or was a director against
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liability incurred in the proceeding if (i) he conducted himself in good faith;
and (ii) he reasonably believed (a) in the case of conduct in his official
capacity with the corporation, that his conduct was in its best interests, and
(b) in all other cases, that his conduct was at least not opposed to its best
interests; and (iii) in the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful. Moreover, unless limited
by its articles of incorporation, a corporation must indemnify a director who
was wholly successful, on the merits or otherwise, in the defense of any
proceeding to which he was a party because he is or was a director of the
corporation against reasonable expenses incurred by him in connection with the
proceeding. Expenses incurred by a director in defending a proceeding may be
paid by the corporation in advance of the final disposition of such proceeding
as authorized by the board of directors in the specific case or as authorized or
required under any provision in the articles of incorporation or bylaws or by
any applicable resolution or contact upon receipt of an undertaking by or on
behalf of a director to repay such amount unless it shall ultimately be
determined that he is entitled to be indemnified by the corporation against such
expenses. A director may also apply for court-ordered indemnification under
certain circumstances.
Unless a corporation's articles of incorporation provide otherwise, (i)
an officer of a corporation is entitled to mandatory indemnification and is
entitled to apply for court-ordered indemnification to the same extent as a
director, (ii) the corporation may indemnify or advance expenses to an officer,
employee, or agent of a corporation to the same extent as to a director, and
(iii) a corporation may also indemnify or advance expenses to an officer,
employee, or agent who is not a director to the extent, consistent with public
policy, that may be provided by its articles of incorporation, bylaws, general
or specific action of its board of directors, or contract.
In addition and separate and apart from the indemnification rights
discussed above, the statutes further provide that a corporation may, in its
articles of incorporation or bylaws, or by contract or resolution, indemnify or
agree to indemnify any one of its directors, officers, employees, or agents
against liability and expenses 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;
provided, however, that a corporation may not indemnify or agree to indemnify a
person against liability or expenses he may incur on account of his activities
which were at the time taken known or believed by him to be clearly in conflict
with the best interests of the corporation. A corporation may likewise and to
the same extent indemnify or agree to indemnify any person who, at the request
of the corporation, is or was serving as a director, officer, partner, trustee,
employee, or agent of another foreign or domestic corporation, partnership,
joint venture, trust or other enterprise or as a trustee or administrator under
an employee benefit plan. Any such provision for indemnification may also
include provisions for recovery from the corporation of reasonable costs,
expenses, and attorneys' fees in connection with the enforcement of rights to
indemnification and may further include provisions establishing reasonable
procedures for determining and enforcing the rights granted therein.
As permitted by North Carolina statutory provisions, Article 8 of the
bylaws of the Registrant provides as follows:
Section 1. Indemnification Provisions. Any person who at any
time serves or has served as a director or officer of the corporation
or of any wholly owned subsidiary of the corporation, or in such
capacity at the request of the corporation for any other foreign or
domestic corporation, partnership, joint venture, trust or other
enterprise, or as a trustee or administrator under any employee benefit
plan of the corporation or of any wholly owned subsidiary thereof (a
"Claimant"), shall have the right to be indemnified and held harmless
by the corporation to the fullest extent from time to time permitted by
law against all liabilities and litigation expenses (as hereinafter
defined) in the event a claim shall be made or threatened against that
person in, or that person is made or threatened to be made a party to,
any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, and whether
or not brought by or on behalf of the corporation, including all
appeals therefrom (a "proceeding"), arising out of that person's status
as such or that person's activities in any such capacity; provided,
that such indemnification shall not be effective with respect to (a)
that portion of any liabilities or litigation expenses with respect to
which the Claimant is entitled to receive payment under any insurance
policy or (b) any liabilities or litigation expenses incurred on
account of any of the Claimant's activities which at the time taken
known or believed by the Claimant to be clearly in conflict with the
best interests of the corporation.
Section 2. Definitions. As used in this Article, (a)
"liabilities" shall include, without limitation, (1) payments in
satisfaction of any judgment, money decree, excise tax, fine or penalty
for which Claimant had become liable in any proceeding and (2) payments
in settlement of any such proceeding subject, however, to Section 3 of
this Article; (b) "litigation expenses" shall include, without
limitation, (1) reasonable costs and expenses and attorneys' fees and
expenses actually incurred by the Claimant in connection with any
proceeding and (2) reasonable costs and expenses and attorneys' fees
and expenses in
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connection with the enforcement of rights to the indemnification
granted hereby or by applicable law, if such enforcement is successful
in whole or in part; and (c) "disinterested directors" shall mean
directors who are not party to the proceeding in question.
Section 3. Settlements. The corporation shall not be liable to
indemnify the Claimant for any amounts paid in settlement of any
proceeding effected without the corporation's written consent. The
corporation will not unreasonably withhold its consent to any proposed
settlement.
Section 4. Litigation Expense Advances.
(a) Except as provided in subsection (b) below, any litigation
expenses shall be advanced to any Claimant within 30 days of receipt
by the secretary of the corporation of a demand therefor, together
with an undertaking by or on behalf of the Claimant to repay to the
corporation such amount unless it is ultimately determined that
Claimant is entitled to be indemnified by the corporation against such
expenses. The secretary shall promptly forward notice of the demand
and undertaking immediately to all directors of the corporation.
(b) Within 10 days after mailing of notice to the directors
pursuant to subsection (a) above, any disinterested director may, if
desired, call a meeting of all disinterested directors to review the
reasonableness of the expenses so requested. No advance shall be made
if a majority of the disinterested directors affirmatively determines
that the item of expense is unreasonable in amount; but if the
disinterested directors determine that a portion of the expense item
is reasonable, the corporation shall advance such portion.
Section 5. Approval of Indemnification Payments. Except as
provided in Section 4 of this Article, the board of directors of the
corporation shall take all such action as may be necessary and
appropriate to authorize the corporation to pay the indemnification
required by Section 1 of this Article, including, without limitation,
making a good faith evaluation of the manner in which the Claimant
acted and of the reasonable amount of indemnity due the Claimant. In
taking any such action, any Claimant who is a director of the
corporation shall not be entitled to vote on any matter concerning
such Claimant's right to indemnification.
Section 6. Suits by Claimant. No Claimant shall be entitled to
bring suit against the corporation to enforce his rights under this
Article until sixty days after a written claim has been received by
the corporation, together with any undertaking to repay as required
by Section 4 of this Article. It shall be a defense to any such
action that the Claimant's liabilities or litigation expenses were
incurred on account of activities described in clause (b) of Section
1, but the burden of proving this defense shall be on the
corporation. Neither the failure of the corporation to have made a
determination prior to the commencement of the action to the effect
that indemnification of the Claimant is proper in the circumstances,
nor an actual determination by the corporation that the Claimant had
not met the standard of conduct described in clause (b) of Section 1,
shall be a defense to the action or create a presumption that the
Claimant has not met the applicable standard of conduct.
Section 7. Consideration; Personal Representatives and Other
Remedies. Any person who during such time as this Article or
corresponding provisions of predecessor bylaws is or has been in
effect serves or has served in any of the aforesaid capacities for or
on behalf of the corporation shall be deemed to be doing so or to
have done so in reliance upon, and as consideration for, the right of
indemnification provided herein or therein. The right of
indemnification provided herein or therein shall inure to the benefit
of the legal representatives of any person who qualifies or would
qualify as a Claimant hereunder, and the right shall not be exclusive
of any other rights to which the person or legal representative may
be entitled apart from this Article.
Section 8. Scope of Indemnification Rights. The rights granted
herein shall not be limited by the provisions of Section 55-8-51 of
the General Statutes of North Carolina or any successor statute.
The indemnification provisions in the bylaws may be sufficiently broad
to permit indemnification of the Registrant's officers and directors for
liabilities arising under the Securities Act of 1933, as amended (the "1933
Act").
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As permitted by applicable statutes, the Registrant has purchased a
standard directors' and officers' liability policy which will, subject to
certain limitations, indemnify the Registrant and its officers and directors for
damages they become legally obligated to pay as a result of any negligent act,
error, or omission committed by directors or officers while acting in their
capacities as such.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit No. Description
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4.1 Articles of Incorporation of the Registrant, as amended
(incorporated herein by reference to Exhibit 4.2 of the
Registrant's Registration Statement on Form S-8, filed with
the Commission on November 17, 1992 (Commission File No.
33-54610))
4.2 Bylaws of the Registrant (incorporated herein by reference to
the Registrant's Annual Report on Form 10-K, dated February
13, 1996 (Commission File No. 0-11448))
4.3 Piedmont Bancshares Corporation Stock Option Plan as assumed
by Registrant
4.4 Old North State Bank 1990 Incentive Stock Option Plan (as
amended by the Amendment to 1990 Incentive Stock Plan) as
assumed by Registrant
5 Opinion of Hunton & Williams
23.1 Consent of Hunton & Williams (included in Exhibit 5)
23.2 Consent of Turlington and Company, L.L.P.
24 Power of Attorney (included on signature page)
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 1933 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.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any
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deviation from the low or high end of the estimated
maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table
in the effective 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 or Form F-3; 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 1933
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 1933 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
a that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the 1933 Act
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 Commission such indemnification is
against public policy as expressed in the 1933 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 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 1933 Act and will be governed by the final adjudication of such
issue.
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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 Lexington, State of North Carolina, on the 17th day
of November, 1997.
LSB BANCSHARES, INC.
By: /s/ Robert F. Lowe
-------------------------------------
Robert F. Lowe
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby appoints Monty J. Oliver, Secretary, Treasurer and Chief
Financial Officer of the Registrant and Robert F. Lowe, Chairman of the Board,
President and Chief Executive Officer of the Registrant, each with full power of
substitution, each as attorney-in-fact to execute in their respective names on
their behalf individually, and in each capacity stated below, the Registration
Statement and one or more amendments (including post-effective amendments) to
the Registration Statement as the attorney-in-fact and to file any such
Registration Statement and any amendment to the Registration Statement with the
Securities and Exchange Commission.
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/ Margaret Lee W. Crowell Director November 17, 1997
- ------------------------------
Margaret Lee W. Crowell
/s/ Robert F. Lowe Chairman of the Board, November 17, 1997
- ------------------------------ President and
Robert F. Lowe Chief Executive Officer
Director November __, 1997
- ------------------------------
Roberts E. Timberlake
/s/ Julius S. Young, Jr. Director November 17, 1997
- ------------------------------
Julius S. Young, Jr.
/s/ Leonard H. Beck Director November 17, 1997
- ------------------------------
Leonard H. Beck
/s/ Samuel R. Harris Director November 17, 1997
- ------------------------------
Samuel R. Harris
/s/ David A. Smith Director November 17, 1997
- ------------------------------
David A. Smith
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SIGNATURE TITLE DATE
- --------- ----- ----
/s/ Burr W. Sullivan Director November 17, 1997
- ------------------------------
Burr W. Sullivan
Director November __, 1997
- ------------------------------
Michael S. Albert
/s/ Peggy B. Barnhardt Director November 17, 1997
- ------------------------------
Peggy B. Barnhardt
/s/ Walter A. Hill Director November 17, 1997
- ------------------------------
Walter A. Hill
/s/ Robert B. Smith, Jr. Director November 17, 1997
- ------------------------------
Robert B. Smith, Jr.
/s/ Marvin D. Gentry Director November 17, 1997
- ------------------------------
Marvin D. Gentry
/s/ Lloyd G. Walter, Jr. Director November 17, 1997
- ------------------------------
Lloyd G. Walter, Jr.
/s/ Monty J. Oliver Secretary and Treasurer, November 17, 1997
- ------------------------------ Chief Financial Officer
Monty J. Oliver (Chief Accounting Officer)
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EXHIBIT INDEX
Exhibit No. Description
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4.1 Articles of Incorporation of the Registrant, as amended
(incorporated herein by reference to Exhibit 4.2 of the
Registrant's Registration Statement on Form S-8, filed with
the Commission on November 17, 1992 (Commission File No.
33-54610))
4.2 Bylaws of the Registrant (incorporated herein by reference to
the Registrant's Annual Report on Form 10-K, dated February
13, 1996 (Commission File No. 0-11448))
4.3 Piedmont Bancshares Corporation Stock Option Plan as assumed
by Registrant
4.4 Old North State Bank 1990 Incentive Stock Option Plan (as
amended by the Amendment to 1990 Incentive Stock Plan) as
assumed by Registrant
5 Opinion of Hunton & Williams
23.1 Consent of Hunton & Williams (included in Exhibit 5)
23.2 Consent of Turlington and Company, L.L.P.
24 Power of Attorney (included on signature page)
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EXHIBIT 4.3
PIEDMONT BANCSHARES CORPORATION
STOCK OPTION PLAN
SECTION ONE
DEFINITIONS
As used herein:
(a) The word "Corporation" means Piedmont BancShares Corporation.
(b) The word "Bank" means the Enterprise National Bank of the
Piedmont, the wholly owned subsidiary of the Corporation.
(c) The word "board" means the Board of Directors of the
Corporation.
(d) The word "plan" means this stock option plan, as herein set
forth.
(e) The word "committee" means the stock option committee, as
described in Section Three hereof.
(f) The words "key employees" mean those officers, division
managers, and department heads of the Corporation or the Bank
set forth on Exhibit A or who are selected by the committee to
receive stock options as provided in Section Three hereof.
(g) The word "options" means a certificate of stock option granted
to an optionee pursuant to this plan in form as attached
hereto as Exhibit B.
(h) The word "optionee" means a key employee holding a stock
option under the plan.
SECTION TWO
PURPOSES
The purposes of the plan are:
(a) To encourage a sense of proprietorship on the part of officers
and those key employees who will be largely responsible for
the continued growth of the Bank and the Corporation.
(b) To furnish such officers and employees with further incentive
to develop and promote the business and financial success of
the Bank and the Corporation.
(c) To induce such officers and employees to continue in the
service of the Bank and the Corporation, by providing a means
whereby such officers and other selected key employees may be
given an opportunity to purchase stock in the Corporation.
SECTION THREE
ADMINISTRATION
(a) The plan shall be administered by a stock option committee
consisting of five (5) members of the board who are not
eligible to receive options under the plan, whom the board may
appoint from time to time, and who shall serve during the
pleasure of the board. The board may, from time to time,
appoint members of the committee by substitution for members
previously appointed and fill
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vacancies, however caused, in the committee. A majority of the
committee shall constitute a quorum. All determinations of the
committee shall be made by a majority of its members.
(b) Subject to the express provisions of the plan, the committee
shall issue to the individuals holding the offices listed on
attached Exhibit A options to purchase common shares of the
Corporation in the amounts as set forth on Exhibit A (which
amounts shall include any options granted to such individuals
in an employment contract or other written agreement approved
by the board); and further, the committee shall have the power
and authority, in its discretion, to determine from time to
time those officers and employees to whom additional options
are to be granted, and, subject to the limitations imposed by
Section Five hereof, the times when such options shall be
granted (but no later than twelve months after the OCC has
granted the bank the authority to open for business) and the
number of shares to be covered by each option. Accomplishment
of individuals in furthering the interests of the Bank or the
Corporation shall be the primary guide of the committee in
apportioning the number of shares to be optioned to key
employees, but the committee may take into consideration the
position held by an employee, his compensation, and other
factors that the committee may deem pertinent.
(c) Subject to the express provisions of the plan, the committee
shall also have the power and authority to construe and
interpret the plan and the respective option agreements
entered into thereunder, and to make all other determinations
necessary or advisable for administering the plan. The
determination of the committee on all matters referred to in
this section shall be final and conclusive.
SECTION FOUR
ELIGIBILITY
Options may be granted only to officers and key employees of the
Corporation or the Bank who are selected in accordance with the provisions of
this plan by the stock option committee, or as provided in an employment
contract with such officers or key employees approved by the board.
SECTION FIVE
SHARES SUBJECT TO PLAN
The stock to be sold pursuant to options granted under this plan shall
be authorized but unissued shares of the common stock, One Dollar ($1.00) par
value, of the Corporation. The total number of shares which may be optioned
during the existence of this plan (including those optioned as shown on Exhibit
A) shall not exceed 75,000.
SECTION SIX
OPTION PRICE
The purchase price of the shares under each option granted pursuant to
the plan shall be $10.00 per share.
SECTION SEVEN
DURATION OF OPTIONS
Each option granted hereunder shall continue for a period of ten (10)
years from the date of its grant or issuance, unless sooner terminated under the
provisions of Section Eight hereof.
SECTION EIGHT
TERMINATION OF OPTIONS
(a) In the event of termination of the employment of an optionee
other than the President or an Executive Vice-President, for
any cause, other than death of the optionee, whether by reason
of resignation or discharge or retirement, each option granted
such optionee shall terminate immediately upon the date on
which such employment terminated.
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(b) Each option granted an optionee shall terminate twelve (12)
months from the date of such optionee's death, provided such
optionee at the time of his death was in the employ of the
Bank or the Corporation.
SECTION NINE
EXERCISE AND VESTING OF OPTIONS
(a) Subject to the terms and conditions of this plan, options may
be exercised by written notice to the Corporation at its
principal office and addressed to the attention of the
Secretary in form as attached hereto as Exhibit C.
(b) No portion of an option may be exercised unless and until the
optionee shall have remained in the continuous employ of the
Bank or the Corporation for twelve (12) months from the date
such option was granted; provided, however, that subject to
the vesting schedule set forth in (c) below, in the event of
the death of such optionee while in the employ of the Bank or
the Corporation within twelve (12) months from the date such
option was granted, such option shall become exercisable
immediately on the date of such death.
(c) All options granted hereunder shall vest (i) twenty-five
percent (25%) after one (1) year, (ii) fifty percent (50%)
after two (2) years, and (iii) one hundred (100%) after three
(3) years following the date such option was granted. Thus,
for example, an option that is twenty-five percent (25%)
vested after one (1) year will entitle the optionee to
purchase twenty-five percent (25%) of the total number of
shares covered by said option.
(d) Notwithstanding the provisions of (c) above, all options
granted hereunder shall become one hundred percent (100%)
vested immediately upon the (i) Corporation or the Bank
entering into any merger agreement in which the Corporation or
the Bank is not the surviving entity, or (ii) sale of a
controlling interest of the stock of the Corporation or the
Bank.
(e) That portion of an option that has vested may be exercised
either at one time as to the total number of shares covered
thereby, or from time to time as to any portion thereof in
units of ten (10) shares or multiples thereof.
(f) On the exercise of an option, a certificate or certificates
evidencing the shares as to which the option is exercised
shall be delivered to the person exercising the option.
(g) Subject to the limitations imposed by Sections Seven and Eight
hereof, in the event of the death of an optionee, the option
or options theretofore granted to the optionee may be
exercised by the legal representatives of the estate of the
optionee or by the person or persons to whom the optionee's
rights under the option or options shall pass by will or the
laws of descent or distribution.
SECTION TEN
PAYMENT
Payment of the purchase price for shares purchased under options
granted under the plan must be made in full in cash at the time of the exercise
of the option in the manner provided in Section Nine hereof.
SECTION ELEVEN
NONTRANSFERABILITY OF OPTIONS
An option granted under the plan may not be transferred except by will
or the laws of descent or distribution and, during the lifetime of the optionee,
may be exercised only by the optionee.
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SECTION TWELVE
AGREEMENT TO CONTINUE IN EMPLOYMENT
Each key employee to whom an option is granted shall, in consideration
of the granting of such option to him, agree that he or she will remain in the
continuous service of the Corporation or the Bank as an officer or employee for
a period of at least one (1) year from the date of the granting of the option,
except as the optionee may be prevented from doing so by death or disability.
Nothing in this plan or in any option granted hereunder shall be deemed
to confer on any individual any right to continue in the employ of the
Corporation or the Bank or interfere in any way with the right of the
Corporation or the Bank to terminate such individual's employment at any time.
SECTION THIRTEEN
PURCHASE OF SHARES FOR INVESTMENTS
Each optionee and each other person who shall exercise an option shall
represent and agree that all shares purchased pursuant to such option will be
purchased for investment and not with a view to the distribution or resale
thereof.
SECTION FOURTEEN
ADJUSTMENT OF SHARES
In the event of a merger, consolidation, reorganization,
recapitalization, reclassification of stock, stock dividend, splitup, or other
change in the corporate structure or capitalization of the Corporation affecting
the Corporation's common stock as presently constituted, appropriate adjustments
shall be made by the board of directors in the aggregate number and kind of
shares subject to the plan, the maximum number and kind of shares for which
options may be granted to any one employee, and the number and kind of shares
and the price per share subject to outstanding options.
SECTION FIFTEEN
REGISTRATION OR QUALIFICATION OF SHARES
Each option shall be subject to the condition that, if at any time the
committee shall determine in its discretion that the registration or
qualification of the shares covered thereby under any state or federal law is
necessary or desirable as a condition of or in connection with the granting of
such option or the delivery of shares on the exercise thereof, no such option
may be granted or, if granted, delivery of shares on the exercise thereof shall
be deferred, until such registration or qualification shall have been effected.
In the event the committee determines that registration or qualification of
shares is necessary or desirable, the Corporation shall, at its expense, take
such action as may be required to effect such registration or qualification.
SECTION SIXTEEN
SUSPENSION, AMENDMENT, OR TERMINATION OF PLAN
Unless the plan shall have been earlier terminated by the board of
directors, the plan shall terminate upon the expiration of twelve (12) months
after the Bank has been granted final authority by the OCC to open for business.
The board of directors of the Corporation shall have the right, at any time, to
suspend, amend or terminate the plan; provided, however, that, unless duly
approved by the holders of a majority of the common stock of the Corporation, no
amendment shall increase the total number of shares that shall be the subject of
the plan or change the formula for determining the purchase price for the
optioned shares, and provided further that no termination of the plan or action
by the board of directors in amending or suspending the plan shall affect or
impair the rights of an optionee under any option previously granted under the
plan.
No option may be granted under the plan during any suspension thereof
or after the termination thereof.
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SECTION SEVENTEEN
DATE OF PLAN ADOPTION
This plan was adopted by the board of directors and the shareholders of
the Corporation pursuant to unanimous written consent as of July 14, 1989.
5
<PAGE> 1
EXHIBIT 4.4
OLD NORTH STATE BANK
1990 INCENTIVE STOCK OPTION PLAN
-----------------------------------
<PAGE> 2
OLD NORTH STATE BANK
1990 INCENTIVE STOCK OPTION PLAN
-----------------------------------
Old North State Bank, a banking corporation organized and existing
under the laws of the State of North Carolina (herein referred to as the
"Bank"), hereby adopts the following Stock Option Plan (the "Plan") for certain
individuals performing services for the Bank.
1. PURPOSE. This Plan is intended to advance the interests of the Bank
by allowing officers and other key employees who have substantial responsibility
for the direction and management of the Bank to acquire a proprietary interest
in the Bank as an additional incentive to promote the Bank's success, and by
encouraging such individuals to continue to provide their services to the Bank.
These aims will be effectuated by the granting of certain stock options. It is
intended that options issued under the Plan and designated by the Board (defined
hereinafter) pursuant to Section 3(b) hereof will qualify as Incentive Stock
Options (hereinafter called "ISO's"). Under Section 422A of the Internal Revenue
Code of 1986, as amended (the "Code"), and the terms of the Plan shall be
interpreted in accordance with this intention. Options granted under this Plan
are referred to hereinafter as "Options."
2. PLAN. The Plan shall be administered by the Board of Directors ("the
Board") of the Bank who are not eligible to receive any of the options under the
Plan. Subject to the provisions of the Plan, the Board shall have full
authority, in its discretion, to (a) determine the employees (from the class of
employees eligible under Section 3 hereof to receive Options under the Plan) to
whom Options shall be granted; (b) determine the time or times at which Options
shall be granted; (c) determine the option price of the shares subject to each
Option, which price shall be not less than the minimum specified in accordance
with Section 5 hereof; (d) determine (subject to Sections 7 and 9 hereof) the
time or times when each Option shall become exercisable and the duration of the
exercise; and (e) interpret the Plan and prescribe, amend, and rescind rules and
regulations relating to it. The interpretation and construction of any provision
of the Plan by the Board shall be final and conclusive. The Board may consult
with counsel and other professional advisors, who may be counsel or advisors to
the Bank, and shall not incur any liability for any action taken in good faith
in reliance upon the advice of such counsel or advisors.
3. ELIGIBILITY. (a) Options may be granted by the Board only to persons
who are officers or other key employees of the Bank or a subsidiary corporation
of the Bank who perform services of major importance in the management,
operation, and development of the business of the Bank or of any subsidiary of
the Bank, and the Board shall determine the number of shares to be allocated to
each Option. In determining the eligibility of an employee to receive an Option
as well as in determining the number of shares to be optioned to any individual,
the Board shall consider the position and responsibilities of the individual
being considered, the nature and value to the Bank of such individual's services
and accomplishments, the person's present and potential contributions to the
success of the Bank, and such other factors as the Board may deem relevant. A
person receiving an Option pursuant to this Plan shall sometimes be referred to
hereinafter as an "Optionee."
(b) At the time each Option is granted to an employee under this Plan,
the Board shall determine whether such Option is to be designated as an ISO. No
Option granted to any employee who at the time of such grant owns stock
possessing more than ten percent (10%) of the total combined voting power of all
classes of stock of the Bank or any of its subsidiaries may be designated as an
ISO, unless at the time of such grant the option price is fixed at not less than
one hundred ten percent (110%) of the fair market value of the Shares (defined
hereinafter) subject to the Option, and exercise of such Option is prohibited by
its terms after the expiration of five (5) years from the date such Option is
granted.
(c) No individual shall be given the opportunity under this Plan to
exercise Options for Shares valued (at the time of the granting of the Option)
in excess of One Hundred Thousand Dollars ($100,000.00) in any calendar year,
unless and except to the extent that said Options shall have first become
exercisable in a preceding year. No
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<PAGE> 3
Option shall be granted hereunder for the purchase of Shares in such a manner as
would cause the foregoing restriction to be violated.
4. SHARES OF STOCK SUBJECT TO THE PLAN. There will be reserved for use
upon the exercise of Options to be granted from time to time under the Plan
(subject to the provisions of Section 6 hereof) an aggregate of Thirty-Three
Thousand Five Hundred Nine (33,509) Shares of the Five Dollar ($5.00) par value
common stock (the "Shares") of the Bank, which, as the Board shall from time to
time determine, may be in whole or in part either authorized but unissued
Shares, or issued Shares which shall have been reacquired by the Bank. Any
Shares subject to an Option under the Plan, which Option for any reason expires
or is terminated unexercised as to such Shares, may again be subjected to an
Option under the Plan.
5. OPTION PRICE. The purchase price under each Option issued shall be
determined by the Board at the time the Option is granted, but in no event shall
such purchase price be less than one hundred percent (100%) (one hundred ten
percent (110%), in the case of an ISO granted to an employee described in
Section 3(b) hereof) of the fair market value of the Bank's Shares on the date
of the grant. If the shares are traded in the over-the-counter market, such fair
market value shall be deemed to be the mean between the asked and the bid prices
on such day as reported by NASDAQ. If the stock is traded on an exchange, such
fair market value shall be deemed to be the mean of the high and low prices at
which it is quoted or traded on such day on the exchange on which it generally
has the greatest trading volume. In all cases, any determination hereunder by
the Board as to the fair market value of the Shares for which Options are
granted shall be made in good faith and shall be determinative for all purposes
of this Plan.
6. ADJUSTMENT FOR DILUTION, ETC. In the event that there is (a) a
subdivision or consolidation of the Bank's common stock or any other capital
adjustment of the Bank's common stock, (b) the payment by the Bank of a stock
dividend, or (c) any other increase or decrease in the outstanding common stock
of the Bank effected without receipt of consideration by the Bank, then the
number of Shares then covered by each outstanding Option granted hereunder shall
be adjusted proportionately with no adjustment in the total purchase price of
the Shares then so covered by such Option, and the number of Shares reserved for
the purpose of the Plan shall be adjusted by the same proportion. All such
adjustments shall be made by the Board, whose determination upon the same shall
be final and binding upon the Optionees. No fractional Shares shall be issued
and any fractional Shares resulting from the computations pursuant to this
Section 6 shall be eliminated from the respective Option. No adjustment shall be
made for cash dividends or the issuance to stockholders of rights to subscribe
for additional Shares or other securities.
7. DURATION AND EXERCISE OF OPTIONS. (a) All Options issued under the
Plan shall be for such period as the Board shall determine, but for not more
than ten (10) years (five (5) years, in the case of any employee described in
Section 3(b) hereof) from the date of the grant thereof. The period of the
Option, once it is granted, may be reduced only as outlined in Section 9 hereof;
provided, however, that the Board may, where the Bank is involved in a merger,
consolidation, dissolution, or liquidation, accelerate the expiration date and
the dates on which any part of the Option may be exercisable for all the Shares
covered thereby, but the effectiveness of such acceleration, and the exercise of
the Option pursuant thereto in excess of the number of Shares for which it would
have been exercisable in the absence of such acceleration, shall be conditioned
upon the consummation of the merger, consolidation, dissolution, or liquidation.
Except as provided in Section 9 or subsection (b) below, no Option may be
exercised after termination of the Optionee's employment with the Bank, and in
no event may an Option be exercised after the expiration of its term.
(b) Except as otherwise modified by the Board, or as otherwise
expressly provided for herein, each Option granted under this
Plan shall become exercisable only after five (5) years
continued employment of the Optionee with the Bank or
subsidiary corporation of the Bank immediately following the
date the Option is granted. Notwithstanding the preceding
sentence, in the event an employee's employment with the Bank
shall terminate for any reason during such five-year period,
such former employee may, within three (3) months after
termination of his employment, exercise his option with
respect to the vested portion of the Shares subject to the
Option, determined in accordance with and based on the whole
number of years of the Optionee's continued employment with
the Bank or subsidiary corporation of the Bank from the date
the Option is granted through the date of Optionee's
termination of employment, determined in accordance with the
following schedule:
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<PAGE> 4
Years of Percentage of
Continued Employment Shares Vested
-------------------- -------------
1 20%
2 40%
3 60%
4 80%
5 100%
In the event an Optionee terminates employment within the five-year period
described above, all Shares not vested in accordance with the Schedule described
above shall be forfeited, and the Optionee shall have no right to exercise his
Option with respect to any such forfeited Shares. In each case, such limitations
shall be calculated, in the case of any resulting fraction, to the nearest low
whole number of Shares. Notwithstanding the foregoing, the Board may, in its
sole discretion, (i) prescribe longer time periods and additional requirements
with respect to the exercise of an Option, (ii) different vesting schedules with
respect to any Option, and (iii) terminate in whole or in part such portion of
any Option as has not yet become exercisable at the time of termination if it
determines that the Optionee is not performing satisfactorily the duties to
which he or she was assigned on the date the Option was granted or duties of at
least equal responsibility. Except as provided herein or in Section 9 hereof, no
Option may be exercised unless the Optionee is at the time of such exercise in
the employ of the Bank or of a subsidiary corporation of the Bank, and shall
have been continuously so employed since the grant of his or her Option. Absence
or leave approved by the management of the Bank shall not be considered an
interruption of employment for any purpose under the Plan.
(c) Subject to limitations contained herein as to the time for exercise
of an Option and the amount of Shares subject to such Option, and
notwithstanding subsection (b) above, each Option shall be exercisable in whole
or in part or in installments at such time or times and in such manner as the
Board may prescribe and specify in granting the Option to the Optionee, which
manner may differ from the exercise periods otherwise prescribed in subsection
(b) above. No Shares shall be delivered pursuant to any exercise of an Option
until the requirements of such laws and regulations as may be deemed by the
Board to be applicable to them have been satisfied, and further until receipt by
the Bank of the full option price in cash for the Shares for which an Option is
exercised.
(d) No Optionee or his legal representative, legatees, or distributees,
as the case may be, will be, or will be deemed to be, a holder of any Shares
subject to an Option unless and until certificates for such Shares are issued to
him or them under the terms of the Plan. Except as otherwise provided herein, no
adjustment shall be made for dividends or other rights for which the record date
is prior to the date such stock certificate is issued.
8. ASSIGNABILITY. Each Option granted under this Plan shall be
transferable only by Will or by the laws of descent and distribution and shall
be exercisable, during an Optionee's lifetime, only by the Optionee to whom the
Option is granted. Except as permitted by the preceding sentence, no Option
granted under the Plan or any of the rights and privileges thereby conferred
shall be transferred, assigned, pledged, or hypothecated in any way (whether by
operation of law or otherwise), and no such Option, right, or privilege shall be
subject to execution, attachment, or similar process. Upon any attempt so to
transfer, assign, pledge, hypothecate, or otherwise dispose of the Option or any
right or privilege conferred thereby, contrary to the provisions hereof, or upon
the levy of any attachment or similar process upon such Option, right, or
privilege, the Option and such rights and privileges shall immediately become
null and void.
9. EFFECT OF TERMINATION OF EMPLOYMENT, DEATH, OR DISABILITY. (a)
Notwithstanding anything in this Plan to the contrary, in the event an
Optionee's employment shall be terminated by reason of the Optionee's retirement
at his or her Retirement Date (defined hereinafter), the Optionee shall have the
right to exercise such Option or Options held by him or her, to the extent that
such Options have not previously expired or been exercised, at any time within
three (3) months after such retirement; upon such retirement, all Options held
by such Optionee which have not been theretofore exercised by him or her or
otherwise expired shall be immediately exercisable in full, notwithstanding
Section 7(b) or (c) hereof.
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<PAGE> 5
(b) In the event that an Optionee shall die while employed by the Bank,
or shall die within three (3) months after retirement on or after his or her
Retirement Date, any Option or Options granted to him or her under this Plan
which have not previously expired or been exercised shall be exercisable by the
estate of the Optionee (or by any person who acquired such Option by bequest or
inheritance from the Optionee) in full, notwithstanding Section 7(b) or (c)
hereof, any time within one (1) year after the death of the Optionee. References
herein to the Optionee shall be deemed to include any person entitled to
exercise the Option after the death of the Optionee under the terms of this
Section 9(b).
(c) In the event of an Optionee's termination of employment by reason
of the Optionee's disability, the Optionee shall have the right, notwithstanding
Section 7(b) or (c) hereof, to exercise all Options held by him or her to the
extent that such Options have not previously expired or been exercised, at any
time within one (1) year after such termination; upon such disability, all
Options held by such Optionee which have not been theretofore exercised by him
or her or otherwise expired shall be immediately exercisable in full,
notwithstanding Section 7(b) or (c) hereof. The term "disability" shall, for the
purposes of this Plan, be defined in the same manner as such term is defined in
Section 105(d)(4) of the Code.
(d) For the purposes of this Plan, "Retirement Date" shall mean, any
date an employee is otherwise entitled to "retire under any of the Bank's
retirement plans, or if no such retirement plans exist, then the date on which
the Optionee attains age sixty-five (65).
10. LISTING AND REGISTRATION OF SHARES. Each Option shall be subject to
the requirement that if at any time the Board shall determine, in its
discretion, that the listing, registration, or qualification of the Shares
covered thereby upon any securities exchange or any state or federal law, or the
consent or approval of any governmental regulatory body, is necessary or
desirable as a condition of, or in connection with, the granting of such Option
or the issue or purchase of Shares thereunder, such Option may not be exercised
in whole or in part unless and until such listing, registration, qualification,
consent, or approval shall have been effected or obtained free of any conditions
not acceptable to the Board. The Bank shall not be required to issue or deliver
any certificate for Shares of its stock purchased upon the exercise of any part
of an Option before (i) the admission of such Shares to listing on any stock
exchange in which the stock of the Bank may then be listed, (ii) completion of
any registration or other qualification of such Shares under any state or
federal law or ruling or regulation of any governmental regulatory body that the
Bank shall, in its sole discretion, determine is necessary or advisable, and
(iii) the Board shall have been advised by counsel that all applicable legal
requirements have been complied with and satisfied.
11. EXPIRATION AND TERMINATION OF THE PLAN. Options may be granted
under the Plan at any time or from time to time so long as the total number of
Shares at any one time optioned and/or purchased under this Plan does not exceed
Thirty-Three Thousand Five Hundred Nine (33,509) Shares. The Plan may be
abandoned or terminated at any time by the Board except with respect to any
Options then outstanding under the Plan. No Option shall be granted pursuant to
the Plan after ten (10) years from the effective date of the Plan.
12. AMENDMENT OF PLAN. The Board may at any time and from time to time
modify and amend the Plan (including the form of any option agreement to be
executed pursuant hereto) in any respects; provided, however, that no such
amendment shall: (a) increase (except in accordance with Section 6 hereof) the
maximum number of Shares for which Options may be granted under the Plan either
in the aggregate or to any individual; (b) reduce (except in accordance with
Section 6 hereof) the minimum option prices which may be established under the
Plan; (c) extend the period or periods during which Options may be granted or
exercised; (d) change the provisions relating to the determination of
individuals to whom Options shall be granted and the number of Shares to be
covered by such Options; or (e) change the provisions relating to adjustments to
be made upon changes in capitalization. The termination or any modification or
amendment of the Plan shall not, without the consent of the Optionee, affect
such Optionee's rights under an Option theretofore granted to him or her.
13. APPLICABILITY OF PLAN TO OUTSTANDING STOCK OPTIONS. This Plan shall
not affect the terms and conditions of any non-qualified stock options
heretofore granted to any individual by the Bank under any other plan or
agreement relating to non-qualified stock options, nor shall it affect any of
the rights of any individual to whom such a non-qualified stock option was
granted.
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<PAGE> 6
14. EFFECTIVE DATE OF PLAN. This Plan shall become effective upon
adoption by the Board, subject to approval by the shareholders of the Bank. This
Plan shall not become effective unless such shareholder approval shall be
obtained within twelve (12) months before or after the adoption of the Plan by
the Board.
5
<PAGE> 7
AMENDMENT TO 1990 INCENTIVE STOCK OPTION PLAN
Old North State Bank, a banking corporation organized and existing under the
laws of the State of North Carolina, hereby adopts the following Amendment to
1990 Incentive Stock Option Plan (the original 1990 Incentive Stock Option Plan
having been adopted by the Board of Directors of said Bank on February 20, 1990
and approved by the shareholders on April 19, 1990):
"No optionee is authorized to receive more
than forty percent (40%) of the total
options to be granted under this Plan."
<PAGE> 1
EXHIBIT 5
Hunton & Williams
One NationsBank Plaza
101 South Tryon Street
Suite 2650
Charlotte, NC 28280
November 19, 1997
LSB Bancshares, Inc.
One LSB Plaza
Lexington, North Carolina 27292
Re: LSB Bancshares, Inc.
Registration Statement on Form S-8 filed
with the Securities and Exchange Commission
as Post-Effective Amendment No. 1 to the
Registration Statement on Form S-4 (File No. 333-27021).
Gentlemen:
We have acted as counsel for LSB Bancshares, Inc., a North Carolina
corporation ("LSB"), in connection with registration under the Securities Act of
1933, as amended, on a Registration Statement on Form S-8 (the "Registration
Statement"), filed with the Securities and Exchange Commission as Post-Effective
Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-27021),
of 81,226 shares of common stock of LSB, par value $5.00 per share ("LSB
Stock"), that may be issued under the Piedmont BancShares Corporation Stock
Option Plan and the Old North State Bank 1990 Incentive Stock Option Plan
(collectively the "Plans"), both of which have been filed as Exhibits to the
Registration Statement.
As counsel, we have examined and relied upon the originals, or copies
certified or otherwise identified to our satisfaction, of the Plans and such
other documents, corporate records, certificates and other instruments as in our
judgment are necessary or appropriate to enable us to render the opinion
expressed below. In rendering the opinion expressed below, we have assumed (i)
the authenticity and conformity to the original documents of all documents
submitted to us as certified, conformed, facsimile or photographic copies, and
the genuineness of all signatures on all documents, and (ii) the correctness and
completeness of all documents and certificates of all public officials.
Based on the foregoing, we are of the opinion that the shares of LSB
Stock that may be issued by LSB under the Plans have been duly authorized by all
necessary corporate action, and, upon issuance in accordance with the terms of
the Plans, will be legally and validly issued, fully paid and non-assessable.
We consent to the filing of this opinion as an Exhibit to the
Registration Statement and to reference to our name in the Registration
Statement.
Very truly yours,
/s/ Hunton & Williams
HUNTON & WILLIAMS
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
LSB Bancshares, Inc.
We consent to the use of our report incorporated by reference in the
Registration Statement on Form S-8 filed as Post-Effective Amendment No. 1 to
the Registration Statement on Form S-4 (File No. 333-27021).
/s/ Robert T. Oates
------------------------------
Turlington and Company, L.L.P.
Lexington, North Carolina
November 19, 1997
