As filed with the Securities and Exchange Commission on April 13, 1999
Registration No. ________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
ANCHOR FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
South Carolina 57-0778015
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2002 Oak Street
Myrtle Beach, South Carolina 29577
(803) 448-1411
(Address and telephone number of registrant's principal executive offices)
----------------------------
Full Title of Plans:
ANCHOR FINANCIAL CORPORATION, THE ANCHOR BANK AND
THE ANCHOR BANK OF NORTH CAROLINA
INCENTIVE STOCK OPTION PLAN OF 1996 AS AMENDED
ANCHOR FINANCIAL CORPORATION, THE ANCHOR BANK AND
THE ANCHOR BANK OF NORTH CAROLINA
INCENTIVE STOCK OPTION PLAN OF 1994 AS AMENDED
COMSOUTH BANKSHARES, INC. 1995 NONQUALIFIED STOCK OPTION PLAN
(as assumed by Anchor Financial Corporation)
COMSOUTH BANKSHARES, INC. INCENTIVE STOCK OPTION PLAN
ratified as valid and binding February 28, 1991
(as assumed by Anchor Financial Corporation)
COMSOUTH BANKSHARES, INC. NONQUALIFIED STOCK OPTION PLAN
options granted by board resolutions
dated February 28, 1991; July 24, 1990; January 25, 1990;
and February 28, 1989; all of which were ratified
as valid and binding February 28, 1991
(as assumed by Anchor Financial Corporation)
M&M FINANCIAL CORPORATION AND FIRST NATIONAL SOUTH
INCENTIVE STOCK OPTION PLAN OF 1997
(as assumed by Anchor Financial Corporation)
Tommy E. Looper
Anchor Financial Corporation
2002 Oak Street
Myrtle Beach, South Carolina 29577
(803) 448-1411
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
copy to:
J. Franklin McCreary
Gerrish & McCreary, P.C.
222 Second Avenue North - Suite 424
Nashville, Tennessee 37201
(615) 251-0900
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of the Registration Statement.
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
=============================== --------------------- --------------------- ---------------------- =====================
Proposed
Title of Amount Maximum Maximum Amount of
securities to be To be Offering Price Aggregate Registration
Registered Registered(1) Per Share(2) Offering Price(2) Fee
=============================== ===================== ===================== ====================== =====================
<S> <C> <C> <C> <C>
Common Stock (No 524,198 $27.0625 $14,186,108 $3,943.74
Par value per share) shares
=============================== ===================== ===================== ====================== =====================
<FN>
(1) The Registration Statement also includes an indeterminable number of
additional shares that may become issuable as a result of terminated,
expired or surrendered options for Common Stock, or pursuant to the
antidilution provisions of the plan. This Registration Statement
covers, pursuant to Rule 416(a), any increases in the number of shares
offered under the Plan to prevent dilution resulting from stock splits,
stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h), based upon the average of the high and
low prices reported on April 8, 1999, as reported on the Nasdaq Stock
Market.
</FN>
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information required by PART I of this
Registration Statement on Form S-8 (the "Registration Statement") will be sent
or given to Plan participants as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended. Such documents and the documents
incorporated by reference herein pursuant to Item 3 of PART II hereof, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed with the Securities and
Exchange Commission by Anchor Financial Corporation (the "Company") and are
incorporated herein by reference and made a part hereof:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1998, provided that any information included or
incorporated by reference in response to Items 402(a)(8), (i),
(k) or (l) of Regulation S-K of the Securities and Exchange
Commission shall not be deemed to be incorporated herein and
is not a part of the Registration Statement.
2. The description of the Common Stock of the Company contained
in the Company's Registration Statement on Form S-4 filed with
the Commission on February 5, 1999.
3. All reports filed by the Company pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 since the end of
the fiscal year covered by the financial statements in the
Annual Report on Form 10-K referred to in paragraph 1 above.
4. All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934
subsequent to the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be part hereof from
the date of the filing of such documents. Any statement
contained in a document incorporated by reference herein and
filed prior to the filing hereof shall be deemed to be
modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein
modifies or supersedes
<PAGE>
such statement, and any statement contained herein or in any
other document 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 in any other subsequently filed document which also
is incorporated herein by reference herein modifies or
supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the Common Stock to be offered hereby will be passed
upon for the Company by Gerrish & McCreary, P.C.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The South Carolina Business Corporation Act of 1988, as amended (the
"S.C. Act"), empowers a corporation to indemnify an individual made a party to a
proceeding because he is or was a director, against 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; (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.
The termination of a proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that a director did not meet the required standard of
conduct.
A corporation may not indemnify a director in connection with (i) a
proceeding by or in the right of the corporation in which the director was
adjudged liable to the corporation; or (ii) any other proceeding charging
improper personal benefit to him, whether or not involving action in his
official capacity, in which he was adjudged liable on the basis that personal
benefit was improperly received by him.
Indemnification is limited to reasonable expenses incurred in
connection with the proceeding.
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<PAGE>
The S.C. Act further provides that unless limited by its articles of
incorporation, a corporation shall 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.
The S.C. Act further provides that a corporation may pay for or
reimburse the reasonable expenses incurred by a director who is a party to a
proceeding in advance of final disposition of the proceeding if (i) the director
furnishes the corporation a written undertaking, executed personally or on his
behalf, to pay the advance if it is ultimately determined that he did not meet
the standard of conduct; (ii) the director furnishes the Corporation a written
affirmation of his good faith belief that he has met the required standard of
conduct; and (iii) a determination is made that the facts then known to those
making the determination would not preclude indemnification.
A corporation may not indemnify a director unless authorized in the
specific case after the proper determination has been made by the board of
directors, by special legal counsel or by the shareholders owning a requisite
number of shares that indemnification of the director is permissible in the
circumstances because he has met the applicable standard of conduct.
The Articles of Incorporation of the Company provide:
A director of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for breach of
fiduciary duty as a director, provided, however, that the liability of
a director shall not be limited (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders; (ii) for acts
of omissions not in good faith or which involve gross negligence,
intentional misconduct, or a knowing violation of law; (iii) for any
unlawful distributions under ss.33-8-330 of the South Carolina Business
Corporation Act; or (iv) for any transaction from which the director
derived an improper personal benefit. This provision shall in no way
eliminate or limit the liability of a director for any act or omission
occurring prior to the date when this provision becomes effective.
The Bylaws of the Company contain the following indemnification
provisions:
Any person and his or her heirs, executors or administrators, may be
indemnified or reimbursed by the corporation for reasonable expenses
actually incurred in connection with any action, suit or proceeding,
civil or criminal, in which he or they shall be made a party by reason
of his being or having been a director, officer, or employee of the
corporation or of any firm, corporation, or organization which he
served in any such capacity at the request of the corporation;
provided, however, that no person shall be so indemnified or reimbursed
in relation to any matter in such action, suit or proceeding as to
which he shall finally be adjudged to have been guilty or liable for
gross negligence, willful misconduct or criminal acts in the
performance of his duties to the corporation; and, provided further,
that
3
<PAGE>
no such person shall be so indemnified or reimbursed in relation
to any matter in such action, suit or proceeding which has been made
the subject of a compromise settlement except with the approval of a
court of competent jurisdiction, or the holders of record of a majority
of the outstanding shares of the corporation, or the Board of
Directors, acting by vote of directors not parties to the same or
substantially the same action, suit, or proceeding, constituting a
majority of the whole number of directors. The foregoing right of
indemnification or reimbursement shall not be exclusive of other rights
to which such persons, his heirs, executors, or administrators may be
entitled as a matter of law.
The Company maintains an insurance policy insuring the corporation and
its directors and officers against certain liabilities.
ITEM 9. UNDERTAKINGS
(a) The Company 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 this 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
this Registration Statement or any material change to
such information in this Registration Statement;
Provided, however, that paragraph (a)(1)(i) and
(a)(1)(ii) shall not apply if the Registration
Statement is on Form S-3, 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 Company pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose 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
4
<PAGE>
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) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Company's Annual Report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions or
otherwise, the Company 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 Company of expenses incurred or paid by
a director, officer or controlling persons of the Company in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling persons in connection with the
securities being registered, the Company 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.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all 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 Myrtle Beach, State of South Carolina, on April 13,
1999.
ANCHOR FINANCIAL CORPORATION
(Registrant)
By: /s/ Stephen L. Chryst
-------------------------------------------
Stephen L. Chryst
Chairman, President and Chief Executive Officer
(Principal Executive Officer)
By: /s/ Tommy E. Looper
-------------------------------------------
Tommy E. Looper
Executive Vice President, Chief Financial
Officer and Director
Signature Title
/s/ C. Jason Ammons, Jr. Director
C. Jason Ammons, Jr.
/s/ Howell, V. Bellamy, Jr. Director
Howell, V. Bellamy, Jr.
/s/ W. Cecil Brandon, Jr. Director
W. Cecil Brandon, Jr.
Director
James E. Burroughs
Director
C. Donald Cameron
Director
Mason R. Chrisman
6
<PAGE>
Chairman, President, Chief
/s/ Stephen L. Chryst Executive Officer
Stephen L. Chryst and Director
/s/ Robin H. Dial Director
Robin H. Dial
/s/ Chester A. Duke Director
Chester A. Duke
/s/ J. Bryan Floyd Director
J. Bryan Floyd
Executive Vice President,
/s/ Tommy E. Looper Chief Financial Officer
Tommy E. Looper and Director
/s/ Charles B. McElveen Director
Charles B. McElveen
/s/ W. Gairy Nichols, III Director
W. Gairy Nichols, III
/s/ Ruppert L. Piver Director
Ruppert L. Piver
/s/ Thomas J. Rogers Director
Thomas J. Rogers
/s/ John C.B. Smith, Jr. Director
John C.B. Smith, Jr.
/s/ Albert A. Springs, III Director
Albert A. Springs, III
/s/ J. Roddy Swaim Director
J. Roddy Swaim
/s/ Arthur P. Swanson Director
Arthur P. Swanson
/s/ Harry A. Thomas Director
Harry A. Thomas
7
<PAGE>
Tommy E. Looper, by signing his name hereto, does hereby sign this document in
his capacity as a director and pursuant to powers of attorney duly executed by
the persons named, filed with the Securities and Exchange Commission as an
exhibit to this document, on behalf of such persons, all in the capacities and
on the date stated, such persons including a majority of the directors of the
Registrant.
/s/ Tommy E. Looper
----------------------------------
Tommy E. Looper
Attorney-in-Fact
8
<PAGE>
EXHIBIT INDEX
TO REGISTRATION STATEMENT ON FORM S-8
4.1 Articles of Incorporation filed as an exhibit to the Company's Annual
Report on Form 10-K for the year ended December 31, 1996.
5.1 Opinion of Gerrish & McCreary, P.C., as to the legality of the
securities being registered (including consent of counsel). *
23.1 (a) Consent of PriceWaterhouseCoopers LLP. *
(b) Consent of J.W. Hunt and Company, LLP.*
(c) Consent of Tourville, Simpson & Henderson, LLP.*
23.2 Consent of counsel (included in the opinion of Gerrish & McCreary,
P.C., filed as Exhibit 5.1). *
24.1 Power of Attorney pursuant to which certain directors have signed this
Form S-8 Registration Statement. *
99.1 Anchor Financial Corporation, The Anchor Bank and The Anchor Bank of
North Carolina Incentive Stock Option Plan of 1996, as amended
(incorporated herein by reference to the Corporation's Form 10-K for
the year ended December 31, 1995).
99.2 Anchor Financial Corporation, the Anchor Bank and the Anchor Bank of
North Carolina Incentive Stock Option Plan of 1994, as amended
(incorporated herein by reference to the Corporation's Form 10-K for
the year ended December 31, 1993).
99.3 ComSouth Bankshares, Inc. 1995 Nonqualified Stock Option Plan
(incorporated herein by reference to exhibits filed with ComSouth
Bankshares, Inc.'s Proxy Statement for the 1995 Annual Meeting of
Shareholders).
99.4 ComSouth Bankshares, Inc. Incentive Stock Option Plan (incorporated
herein by reference to the exhibits filed with ComSouth Bankshares,
Inc.'s Registration Statement on Form S-1, File No. 33-29091).
99.5 Description of ComSouth Bankshares, Inc. Nonqualified Stock Option
Plan.
99.6 M&M Financial Corporation and First National South Incentive Stock
Option Plan of 1997 (incorporated herein by reference to the Appendix
to M&M Financial Corporation's Proxy Statement for the Annual Meeting
of Shareholders).
*Filed herewith.
i
EXHIBIT 5.1
[ LETTERHEAD OF GERRISH & McCREARY, P.C. ]
Washington Square
222 Second Avenue North - Suite 424
Nashville, TN 37201
Telephone: (615) 251-0900
Telecopier: (615) 251-0975
April 13, 1999
Anchor Financial Corporation
2002 Oak Street
Myrtle Beach, SC 29577
Re: Legality of Securities to be Issued
Ladies and Gentlemen:
We have acted as your counsel in connection with the registration by Anchor
Financial Corporation (the "Company") under the Securities Act of 1933, as
amended (the "Act"), of up to 524,198 shares of the Company's Common Stock, no
par value (the "Shares"), to be issued by the Company pursuant to the exercise
of options or awards under Anchor Financial Corporation, the Anchor Bank and the
Anchor Bank of North Carolina Incentive Stock Option Plan of 1996 as Amended;
Anchor Financial Corporation, The Anchor Bank and the Anchor Bank of North
Carolina Incentive Stock Option Plan of 1994 As Amended; ComSouth Bankshares,
Inc. 1995 Nonqualified Stock Option Plan; ComSouth Bankshares, Inc. Nonqualified
Stock Option Plan; and M&M Financial Corporation and First National South
Incentive Stock Option Plan of 1997. The shares will be sold in the manner set
forth in the Registration Statement on Form S-8 ("Registration Statement") that
is being filed under the Act with respect to the offering of the Shares.
In connection with the offering of the shares, we have examined (1) the
Company's Restated Articles of Incorporation and amendments filed thereto, (2)
the Registration Statement, (3) the Plans, and (4) such other documents as we
have deemed necessary to form the opinion expressed below. As to various
questions of fact independent established, we have relied upon statements of
officers of the Company.
Based on this examination, we advise you that, in our opinion, the shares to be
issued upon exercise of Options have been duly authorized and, when issued by
the Company in the manner
ii
<PAGE>
described in the Registration Statement and the Plans, will be validly issued,
fully paid and non-assessable.
The foregoing opinion is limited to the federal laws of the United States and
the laws of the State of South Carolina and we express no pinion as to the
effect of the laws of any other jurisdiction.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference in the prospectus delivered pursuant to Form S-8
to this firm under the caption "Legal Matters" as having passed upon the
validity of the shares. In giving this consent, we do not admit that we come
within the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Securities and Exchange Commission
adopted under the Act.
Very truly yours,
GERRISH & MCCREARY, P.C.
/s/ Gerrish & McCreary, P.C.
iii
EXHIBIT 23.1
[ LETTERHEAD OF PRICEWATERHOUSECOOPERS LLP ]
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 19, 1999 appearing on page 29
of Anchor Financial Coporation's Annual Report on Form 10-K for the year ended
December 31, 1998.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Columbia, South Carolina
April 12, 1999
iv
<PAGE>
[ LETTERHEAD OF J.W. HUNT AND COMPANY LLP ]
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 31, 1998, relating to the
consolidated financial statements ComSouth Bankshares Inc. appearing on page 30
of the Annual Report on Form 10-K. The consolidated financial statements of
ComSouth Bankshares Inc. are not separately presented in the Form 10-K
/s/ J.W. Hunt and Company LLP
J.W. Hunt and Company LLP
Columbia, South Carolina
April 12, 1999
v
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 9, 1998, relating to the
consolidated financial statements of M&M Financial Corporation appearing on page
31 of the Annual Report on Form 10-K. The consolidated financial statements of
M&M Financial Corporation are not separately presented in the Form 10-K
/s/ Tourville, Simpson & Henderson, L.L.P.
Tourville, Simpson & Henderson, L.L.P.
Columbia, South Carolina
April 12, 1999
vi
EXHIBIT 24.1
POWER OF ATTORNEY
Each director of Anchor Financial Corporation (the "Company") whose
signature appears below, hereby appoints Stephen L. Chryst and Tommy E. Looper
and each of them (with full power to each of them to act alone), as his or her
attorney to sign, in his or her name and behalf and in any and all capacities
stated below, the Company's Registration Statement on Form S-8 (the
"Registration Statement(s)") for the registration of securities in connection
with the participation of directors and employees in and acquisition of
securities through the Company's Incentive Stock Option Plan of 1996; Incentive
Stock Option Plan of 1994, as amended; ComSouth Bankshares, Inc. 1995
Nonqualified Stock Option Plan; ComSouth Bankshares, Inc. Incentive Stock Option
Plan; ComSouth Bankshares, Inc. Nonqualified Stock Options granted February 28,
1991, July 24, 1990, January 25, 1990 and February 28, 1989; and M&M Financial
Corporation and First National South Incentive Stock Option Plan of 1997, and
likewise to sign any and all amendments and other documents relating thereto as
shall be necessary to cause the Registration Statement(s) to become effective
(including post-effective amendments) and to sign any and all such documents
upon the advice of legal counsel to carry out the exercise and sale of the
option shares, each such person hereby granting to each such attorney power to
act with or without the other and full power of substitution and revocation and
hereby ratifying all of that any such attorney or his substitute may do by
virtue hereof. This Power of Attorney has been signed by the following persons
in the capacities indicated on the 12th day of April, 1999.
Signature Title
/s/ C. Jason Ammons, Jr. Director
C. Jason Ammons, Jr.
/s/ Howell, V. Bellamy, Jr. Director
Howell, V. Bellamy, Jr.
/s/ W. Cecil Brandon, Jr. Director
W. Cecil Brandon, Jr.
/s/ James E. Burroughs Director
James E. Burroughs
/s/ C. Donald Cameron Director
C. Donald Cameron
/s/ Mason R. Chrisman Director
Mason R. Chrisman
vii
<PAGE>
Chairman, President, Chief
/s/ Stephen L. Chryst Executive Officer
Stephen L. Chryst and Director
/s/ Robin H. Dial Director
Robin H. Dial
/s/ Chester A. Duke Director
Chester A. Duke
/s/ J. Bryan Floyd Director
J. Bryan Floyd
Executive Vice President,
/s/ Tommy E. Looper Chief Financial Officer
Tommy E. Looper and Director
/s/ Charles B. McElveen Director
Charles B. McElveen
/s/ W. Gairy Nichols, III Director
W. Gairy Nichols, III
/s/ Ruppert L. Piver Director
Ruppert L. Piver
/s/ Thomas J. Rogers Director
Thomas J. Rogers
/s/ John C.B. Smith, Jr. Director
John C.B. Smith, Jr.
/s/ Albert A. Springs, III Director
Albert A. Springs, III
/s/ J. Roddy Swaim Director
J. Roddy Swaim
/s/ Arthur P. Swanson Director
Arthur P. Swanson
/s/ Harry A. Thomas Director
Harry A. Thomas
viii
EXHIBIT 99.5
DESCRIPTION OF NON-QUALIFIED
STOCK OPTION PLAN
OF
COMSOUTH BANKSHARES, INC.
Non-qualified options granted by ComSouth Bankshares, Inc. prior to February 28,
1991 were granted by resolutions of the Board of Directors and not pursuant to
a formal plan.
Options were granted on terms and conditions (including number of shares,
exercise price and term of option) as were approved by the Board of Directors at
the time of each grant.
ix
