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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
FIRST NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
SOUTH CAROLINA 57-0799315
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
950 John C. Calhoun Drive, S.E.
Orangeburg, South Carolina 29115
(Address of Principal Executive Offices, Including Zip Code)
------------------------
FIRST NATIONAL CORPORATION
1999 STOCK OPTION PLAN
(Full title of the plan)
------------------------
C. John Hipp, III
President and Chief Executive Officer
950 John C. Calhoun Drive, S.E.
Orangeburg, South Carolina 29115
(Name and address of agent for service)
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(803) 531-0527
(Telephone number, including area code, of agent for service)
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Calculation of Registration Fee
- --------------------------------------------------------------------------------
Proposed Proposed
maximum maximum
offering aggregate Amount of
Title of securities Amount to be price per offering registration
to be registered registered unit(1) price(1) fee
- --------------------------------------------------------------------------------
Common Stock, par 400,000 $18.625 $7,450,000 $1,966.80
value $2.50 per share shares
- --------------------------------------------------------------------------------
(1) Determined on the basis of the average of the high ($18.75) and low
($18.50) prices of the Common Stock as reported by the American Stock
Exchange on March 20, 2000, in accordance with Rule 457(c) under the
Securities Act of 1933, as amended (the "Securities Act"), solely for
purposes of calculating the registration fee pursuant to Rule 457(h)
under the Securities Act.
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Part I. Information Required in the Section 10(a) Prospectus
The documents constituting the Prospectus (the "Prospectus") of First
National Corporation (the "Registrant") with respect to this Registration
Statement on Form S-8 are kept on file at the offices of the Registrant in
accordance with Rule 428 promulgated pursuant to the Securities Act of 1933, as
amended (the "Securities Act"). The Registrant will provide without charge to
participants in the First National Corporation 1999 Stock Option Plan (the
"Plan"), on the written or oral request of any such person, a copy of any
document constituting the Prospectus. Written requests for such copies should be
directed to James C. Hunter, Jr., Secretary, First National Corporation, 950
John C. Calhoun Drive, S.E., Orangeburg, South Carolina 29115.
Telephone requests may be directed to (803) 531-0572.
Part II. Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following documents, which have been hereto filed by the Registrant
with the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference herein and in the Prospectus referred to in Part I of
this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998;
(b) The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1999, June 30, 1999 and September 30, 1999;
(c) The Registrant's Current Report on Form 8-K filed on August 12,
1999; and
(d) The description of the Registrant's Common Stock contained in the
Registrant's Form 8-A, as declared effective on January 27, 1997, and any
amendment or report filed for the purpose of updating such description.
All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
effectiveness of this Registration Statement and prior to the filing of a
post-effective amendment hereto that either indicates that all securities
offered hereby have been sold or deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference in this Registration
Statement and the Prospectus and to be a part hereof and thereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement and the Prospectus to
the extent that a statement contained herein or in any other subsequently filed
document that also is or is deemed to be incorporated 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.
The Registrant will provide without charge to each person to whom the
Prospectus referred to in Part I of this Registration Statement is delivered, on
the written or oral request of any such person, a copy of any or all of the
documents incorporated herein and in the Prospectus by reference (other than
exhibits to such documents which are not specifically incorporated by reference
in such documents). Written requests for such copies should be directed to James
C. Hunter, Jr., Secretary, First National Corporation, 950 John C. Calhoun
Drive, S.E., Orangeburg, South Carolina 29115. Telephone requests may be
directed to (803) 531-0572.
Item 6. Indemnification of Directors and Officers.
The bylaws of the Registrant provide that the Registrant may indemnify
directors and officers of the Registrant against liability to the full extent
permitted or required by the South Carolina Business Corporation Act of 1988
(the "Act"). Under the Act, a corporation has the power to indemnify directors
and officers who meet the standards of good faith and reasonable belief that
conduct was lawful and in the corporate interest (or not opposed thereto) as set
forth in such statute. The Act also empowers a corporation to provide insurance
for directors and officers against liability arising out of their positions even
though the insurance coverage is broader than the power of the corporation to
indemnify. Under the Act, unless limited by its articles of incorporation, a
corporation must indemnify a director or officer who is wholly successful,
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on the merits or otherwise, in the defense of any proceeding to which he was a
party because he is or was a director or officer against reasonable expenses
incurred by him in connection with the proceeding. The Registrant's Articles of
Incorporation do not provide otherwise. The Registrant maintains directors' and
officers' liability insurance for the benefit of its directors and officers
Item 8. Exhibits.
The following exhibits are filed with or incorporated by reference in
this Registration Statement.
Exhibit No. Description of Exhibit
- ----------- ----------------------
4 First National Corporation 1999 Stock Option Plan.
5 Opinion of Robinson, Bradshaw & Hinson, P.A.
23.1 Consent of J. W. Hunt and Company, LLP
23.2 Consent of Robinson, Bradshaw & Hinson, P.A. (contained in
Exhibit 5)
24 Power of Attorney (on signature page)
Item 9. Undertakings.
(a) 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. 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 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% 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 (a)(1)(i) and (a)(1)(ii) do 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 with or furnished to the Commission 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 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 offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
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(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 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 (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 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.
(c) 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 Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than 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.
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 on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Orangeburg, State of South Carolina, on March
16, 2000.
FIRST NATIONAL CORPORATION
By: /s/ C. John Hipp, III
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C. John Hipp, III
President and Chief Executive Officer
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Each person whose signature appears below hereby constitutes and
appoints C. John Hipp, III and James C. Hunter, Jr., and each of them, the true
and lawful attorneys-in-fact and agents of the undersigned, with full power of
substitution and resubstitution, for and in the name, place and stead of the
undersigned, in any and all capacities, to sign any and all amendments
(including post-effective amendments, exhibits thereto and other documents in
connection therewith) to this Registration Statement and any subsequent
registration statement filed by the Registrant pursuant to Rule 462(b) of the
Securities Act of 1933, which relates to this Registration Statement, and to
file the same, with all exhibits thereto and all documents in connection
therewith, with the Securities and Exchange Commission, and hereby grants to
such attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their substitute, may lawfully do or cause to be done
by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Colden R. Battey, Jr. Director March 16, 2000
- --------------------------------
(Colden R. Battey, Jr.)
/s/ Charles W. Clark Director March 16, 2000
- --------------------------------
(Charles W. Clark)
Director
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(William W. Coleman)
/s/ Dwight W. Frierson Director March 16, 2000
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(Dwight W. Frierson)
/s/ John L. Gramling, Jr. Director March 16, 2000
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(John L. Gramling, Jr.)
/s/ Richard L. Gray Director March 16, 2000
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(Richard L. Gray)
/s/ W. Louis Griffith Chief Financial Officer March 16, 2000
- -------------------------------- (Principal Financial and
(W. Louis Griffith) Accounting Officer)
/s/ C. John Hipp, III President, Chief Executive March 16, 2000
- -------------------------------- Officer and Director
(C. John Hipp, III) (Principal Executive Officer)
/s/ Robert R. Hill, Jr. Director March 16, 2000
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(Robert R. Hill, Jr.)
/s/ Robert R. Horger Director March 16, 2000
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(Robert R. Horger)
/s/ Harry M. Mims, Jr. Director March 16, 2000
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(Harry M. Mims, Jr.)
/s/ Edward V. Mirmow, Jr. Director March 16, 2000
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(Edward V. Mirmow, Jr.)
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Signature Title Date
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Director
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(Ralph W. Norman)
Director
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(Samuel H. Rodgers)
/s/ Anne H. Oswald Director March 16, 2000
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(Anne H. Oswald)
/s/ James W. Roquemore Director March 16, 2000
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(James W. Roquemore)
/s/ Walter L. Tobin Director March 16, 2000
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(Walter L. Tobin)
/s/ Johnny E. Ward Director March 16, 2000
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(Johnny E. Ward)
/s/ A. Dewall Waters Director March 16, 2000
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(A. Dewall Waters)
/s/ Larry D. Westbury Director March 16, 2000
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(Larry D. Westbury)
/s/ Cathy Cox Yeadon Director March 16, 2000
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(Cathy Cox Yeadon)
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
- ----------- ----------------------
4 First National Corporation 1999 Stock Option Plan
5 Opinion of Robinson, Bradshaw & Hinson, P.A.
23.1 Consent of J. W. Hunt and Company, LLP
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Exhibit 4
FIRST NATIONAL CORPORATION
1999 STOCK OPTION PLAN
1. Purpose of Plan. This 1999 Stock Option Plan (the "Plan") has been
established by First National Corporation ("First National") (i) to attract and
retain persons eligible to participate in the Plan; (ii) to motivate
participants, by means of appropriate incentives, to achieve long-term goals;
(iii) to provide incentive compensation opportunities that are competitive with
those of other similar companies; and (iv) to further identify participants'
interests with those of the Company's other shareholders.
2. Shares Subject to Plan. The options granted under this Plan will be
options to acquire shares of First National's common stock, $2.50 par value. The
maximum number of shares that may be issued pursuant to this Plan is 400,000.
The maximum number of shares that may be issued pursuant to options that are
intended to be Incentive Stock Options shall be 310,000 shares. The maximum
number of shares that may be issued to directors pursuant to Section 5 is
90,000.
3. Administration of Plan. The Compensation Committee (the "Committee")
of First National's Board of Directors will administer the Plan.
The Committee, in addition to any other powers granted to it hereunder,
shall have the powers, subject to the expressed provisions of the Plan:
(a) in its discretion, to determine the Employees (defined in
Section 4(a) hereof) to receive options, the times when options shall
be granted, the times when options may be exercised, the number of
shares to be subject to each option, the exercise price of each option,
and any restrictions on the transfer or ownership of shares purchased
pursuant to an option;
(b) to determine the extent to which awards under the Plan
will be structured to conform to the requirements applicable to
performance-based compensation as described in Code section 162(m), and
to take such action, establish such procedures, and impose such
restrictions at the time such awards are granted as the Committee
determines to be necessary or appropriate to conform to such
requirements;
(c) to change the provisions of Section 5 of the Plan, to
specify different Grant Dates or numbers of options or otherwise,
subject to the limitation on maximum number of shares as set forth in
Section 2;
(d) to prescribe, amend and repeal rules and regulations of
general application relating to the Plan;
(e) to construe and interpret the Plan;
(f) to require of any person exercising an option granted
under the Plan, at the time of such exercise, the execution of any
paper or making or any representation or the giving of any commitment
that the Committee shall, in its discretion, deem necessary or
advisable by reason of the securities laws of the United States or any
State, or the execution of any paper or the payment of any sum of money
in respect of taxes or the undertaking to pay or have paid any such sum
that the Committee shall, in its discretion, deem necessary by reason
of the Internal Revenue Code or any rule or regulation thereunder, or
by reason of the tax laws of any State;
(g) to amend stock options previously granted and outstanding,
but no amendment to any such agreement shall be made without the
consent of the optionee if such amendment would adversely affect the
rights of the optionee under his stock option agreement or would
disqualify an "incentive stock option" (as defined in Section 422 of
the Internal Revenue Code) (an "incentive stock option") from being
such under the Internal Revenue Code; and no amendment shall be made to
any stock option
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agreement that would cause the inclusion therein of any term or
provision inconsistent with the Plan; and
(h) to make all other determinations necessary or advisable
for the administration of the Plan. Determinations of the Committee
with respect to the matters referred to in this section shall be
conclusive and binding on all persons eligible to participate under the
Plan and their legal representatives and beneficiaries. The Committee
shall have full authority to act with respect to the participation of
any Employee, including any directors or officers, and nothing in the
Plan shall be construed to be in derogation of such authority.
The Committee may designate selected Committee members or employees of
First National Corporation to assist the Committee in the administration of the
Plan and may grant authority to such persons to execute documents, including
options, on behalf of the Committee. Except to the extent prohibited by
applicable law or the applicable rules of a stock exchange, the Committee may
allocate all or any portion of its responsibilities and powers to any one or
more of its members and may delegate all or any part of its responsibilities and
powers to any person or persons selected by it. Any such allocation or
delegation may be revoked by the Committee at any time.
Decisions and determinations of the Committee on all matters relating
to the Plan shall be in its sole discretion and shall be conclusive. No member
of the Committee, nor any person authorized to act on behalf of the Committee,
shall be liable for any action taken or decision made in good faith relating to
the Plan or any award thereunder.
4. Grant of Option to Employees.
(a) Employees to Whom Options May Be Granted. The Committee may grant
an incentive stock option to any employee of First National or any of its
subsidiaries ("Employee"). In determining which Employees will be granted an
option, the Committee shall consider the duties of the Employees, their present
and potential contributions to the success of First National, and such other
factors as the Committee deems relevant in connection with accomplishing the
purposes of the Plan.
(b) Number of Shares. The Committee may grant to an Employee an option
to purchase such number of shares as the Committee may choose, except that no
Employee shall be granted, in any single calendar year, options to acquire more
than 20,000 shares.
(c) Exercise Price. The Committee will specify the exercise price with
respect to each option granted hereunder, but with respect to each option the
exercise price must be at least 100% of the fair market value of the shares
covered by the option at the time the option is granted.
(d) Term of Options. The Committee will specify the expiration date of
each option granted hereunder; provided, however, that no option granted
hereunder may be exercised after the expiration of ten years from the date on
which such option was granted.
(e) Type of Options. Options granted under this Section 4 may be either
"Incentive Stock Options" or non-qualified stock options. An "Incentive Stock
Option" is an option that is intended to qualify for tax treatment as an
"incentive stock option" as described in section 422(b) of the Internal Revenue
Code.
5. Options for Independent Directors. The grant of options under this
Section 5 shall be limited to those directors of First National or any
subsidiary of First National who, on the date of grant, are not employees of
First National or any subsidiary (such directors are referred to herein as
"Eligible Directors").
On December 30 of each odd-numbered calendar year beginning with 1999
and ending with 2005 (or, if December 30 is not a business day, the immediately
preceding business day (the "Grant Date")), each Eligible Director shall
automatically receive options to acquire the number of shares of common stock
specified below at an exercise price equal to the closing sales prices of the
common stock on such date, as follows:
(a) Eligible Directors of First National: 500 shares
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(b) Eligible Directors of First National who are members of the
following committees of the First National Board of Directors:
Executive Committee: 250 shares
Audit Committee: 100 shares
Compensation Committee: 100 shares
(c) Eligible Directors of the following subsidiaries of First
National who are not also directors of First National:
First National Bank: 500 shares
NBYC: 300 shares
FCNB: 300 shares
(d) Eligible Directors of New South: 200 shares
Each such option shall be exercisable immediately and at any time and
from time to time thereafter (subject to Section 6 hereof) until and including
the date which is the business day immediately preceding the tenth anniversary
of the Grant Date. Notice of each such option granted on a Grant Date shall be
given to each Eligible Director within a reasonable time after the Grant Date.
6. Exercise. Subject to the provisions of this Plan, an option granted
under Section 4 hereof shall be exercisable at such time or times after the date
of grant thereof, according to such schedule and upon such conditions as may be
determined by the Committee at the time of grant, and an option granted under
Section 5 hereof shall be exercisable in accordance with the provisions of
Section 5 hereof. An option granted hereunder may be exercised as to part or all
of the shares covered thereby at any time before the expiration date of such
option.
During the participant's lifetime, only the participant may exercise an
option granted to him. If a participant dies prior to the expiration date of an
option granted to him, without having exercised his option as to all of the
shares covered thereby, the option may be exercised, to the extent of the shares
with respect to which the option could have been exercised on the date of the
participant's death, by the estate or a person who acquired the right to
exercise the option by bequest or inheritance or by reason of the death of the
Employee.
7. Payment of Exercise Price. The exercise price will be payable upon
exercise of the option to purchase shares. Payment of the exercise price shall
be made in cash or, to the extent permitted by the Committee and as set forth in
the Memorandum of Option, with shares of First National common stock, valued at
the fair market value on the date of exercise.
8. Transferability. No option granted hereunder may be transferred by
the participant except by will or by the laws of descent and distribution, upon
the death of the participant.
9. Memorandum of Option.
(a) General. The Committee will deliver to each participant to whom an
option is granted a Memorandum of Option, stating the terms of the option.
(b) Incentive Stock Option Rules. It is intended that options granted
under Section 4 of this Plan may qualify for treatment for federal income tax as
"incentive stock options," as that term is defined by Section 422 of the
Internal Revenue Code, provided that the Employee follows certain rules
concerning the exercise of the options. In the Memorandum of Option referred to
in this paragraph the Committee will set forth the rules that the Employee must
observe if his option is to qualify as an incentive stock option.
10. Capital Adjustments. The number of shares of common stock covered
by each outstanding option granted under the Plan, and the option price thereof,
will be subject to an appropriate and equitable adjustment, as determined by the
Committee, to reflect any stock dividend, stock split or share combination, and
will be subject to such
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adjustment as the Committee may deem appropriate to reflect any exchange of
shares, recapitalization, merger, consolidation, separation, reorganization,
liquidation or the like, of or by First National.
11. Amendment or Discontinuance. The Plan may be amended, altered or
discontinued by the Board of Directors of First National. No termination or
amendment of the Plan shall materially and adversely affect any rights or
obligations of the holder of an option theretofore granted under the Plan
without his consent.
12. Effect of the Plan. Neither the adoption of this Plan nor any
action of the Board or the Committee shall be deemed to give any person any
right to be granted an option to purchase common stock of First National or any
other rights hereunder except as may be expressly granted by the Committee (or
granted pursuant to Section 5) and evidenced by a Memorandum of Option described
in Section 9. Notwithstanding any other provision of the Plan, First National
shall have no liability to deliver any shares under the Plan or make any other
distribution of benefits under the Plan unless such delivery or distribution
would comply with all applicable laws (including, without limitation, the
requirements of the Securities Act of 1933), and the applicable requirements of
any securities exchange or similar entity. To the extent that the Plan provides
for issuance of stock certificates to reflect the issuance of shares, the
issuance may be effected on a non-certificated basis, to the extent not
prohibited by applicable law or the applicable rules of any stock exchange.
13. Effectiveness of the Plan; Duration. The Plan shall be subject to
approval by the vote of the holders of a majority of the shares of stock of
First National entitled to vote at the 1999 annual meeting of shareholders. The
Plan shall be effective at once upon such approval. No option may be granted
prior to the approval of the Plan by shareholders. No options may be granted
under this Plan after May 31, 2009.
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Exhibit 5
[ROBINSON, BRADSHAW & HINSON, P.A. LETTERHEAD]
March 23, 2000
First National Corporation
950 John C. Calhoun Drive, S.E.
Orangeburg, South Carolina 29115
Ladies and Gentlemen:
We are acting as counsel for First National Corporation, a South
Carolina corporation (the "Company"), in connection with its registration under
the Securities Act of 1933, as amended, of 400,000 shares of its common stock,
par value $2.50 par value (the "Shares"), which are proposed to be offered and
sold pursuant to the First National Corporation 1999 Stock Option Plan (the
"Plan") and pursuant to the Company's Registration Statement on Form S-8 (the
"Registration Statement") filed today by the Company with the Securities and
Exchange Commission (the "Commission") with respect to the Shares.
In rendering this opinion, we have relied upon, among other things, our
examination of such records of the Company and certificates of its officers and
of public officials as we have deemed necessary.
Based upon the foregoing, and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that the Shares
have been duly authorized and, when issued pursuant to the terms of the Plan,
will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement
Sincerely,
ROBINSON, BRADSHAW & HINSON, P.A.
/s/ David W. Dabbs
------------------------------------------
David W. Dabbs
DWD/edb
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Exhibit 23.1
ACCOUNTANTS' CONSENT
Board of Directors
First National Corporation
We consent to the incorporation by reference, in First National
Corporation's Registration Statement on Form S-8 with respect to the First
National Corporation 1999 Stock Option Plan, of our report dated February 2,
1999 (except for Note 26, as to which the date is March 4, 1999), included in
First National Corporation's 1998 Annual Report on Form 10-K.
/s/ J. W. Hunt and Company, LLP
- -------------------------------
J. W. Hunt and Company, LLP
Columbia, South Carolina
March 22, 2000
