As filed with the Securities and Exchange Commission on July 16, 1997
Registration NO. 333-
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FRANKLIN BANCORPORATION, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 52-1632361
(State or other jurisdiction of (I.R.S. Employer incorporation
or organization) Identification Number)
1722 I (Eye) Street, N.W.
Washington, D.C. 20006
(202) 429-9888
(Address, including zip code, of registrant's
principal executive offices)
1997 STOCK OPTION PLAN
(full title of the plan)
___________________
ROBERT P. PINCUS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
FRANKLIN BANCORPORATION, INC.
1722 I (EYE) STREET, N.W.
WASHINGTON, D.C. 20006
(202) 429-9888
(Name and address and telephone number,
including area code, of agent for service)
___________________
Copies of all communications, including all communications sent
to the agent for service, should be sent to:
ANDREA I. O'BRIEN
TUCKER, FLYER & LEWIS, a professional corporation
1615 L STREET, N.W.; SUITE 400
WASHINGTON, D.C. 20036
(202) 452-8600
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================
Title of securities Amount to be Proposed Proposed Amount of
to be registered registered maximum offering maximum aggregate registration
per share offering price fee<FN1>
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK,
PAR VALUE $0.10 500,000 $13.125<FN2> $6,562,500<FN2> $1,988.64
PER SHARE
=====================================================================================
</TABLE>
<FN1> Calculated by dividing the proposed maximum aggregate offering price
by the amount to be registered.
<FN2> The price is estimated in accordance with Rule 457(h)(1) under
the Securities Act of 1933, as amended, solely for the
purpose of calculating the registration fee and is the
product resulting from multiplying 500,000 (the number of
additional shares registered by this Registration Statement as to
which options may be granted under the Franklin Bancorporation,
Inc. Stock Option Plan) by $13.00, the average of the bid and
ask prices of the Common Stock as reported on the NASDAQ Small
Capital Market on July 14, 1997.
<PAGE>
2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I
will be sent or given to employees as specified by
Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act"). In accordance with the instructions to Part I
of Form S-8, such documents will not be filed with the Securities
and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 of the Securities Act. These
documents and the documents incorporated by reference pursuant to
Item 3 of Part II of this registration statement, taken together,
constitute the prospectus as required by Section 10(a) of the
Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This registration statement registers shares of Franklin
Bancorporation, Inc.'s (the "Company" or the "Registrant") Common
Stock, par value $0.10 per share ("Common Stock"), issuable in
connection with the Company's 1997 Stock Option Plan.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company hereby incorporates by reference into this
registration statement the following documents and information
heretofore filed by the Company with the Commission:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996 filed with the Commission on March 28,
1997.
(b) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1997 filed with the Commission on May 14,
1997.
(c) The description of the Common Stock contained in the Company's
registration statement on Form S-4 filed with the Commission on
August 24, 1994, as amended by Amendment No. 1 thereto filed with
the Commission on October 24, 1994 and Amendment No. 2 filed with
the Commission on November 1, 1994, as declared effective by the
Commission on November 3, 1994 and all amendments and reports
subsequently filed for the purpose of updates of that description.
<PAGE>
3
In addition, all documents and reports filed by the Company
subsequent to the date hereof pursuant to Sections 13(a), 13(c),
14, and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"),
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference
in this registration statement and to be part hereof from the
date of filing of such documents or reports. 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 to the extent that a
statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by
reference herein 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.
As of the date hereof, the stockholders of Tucker, Flyer & Lewis, a
professional corporation, counsel to the Company with respect to this
registration statement, beneficially own in the aggregate 17,475 shares
of Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Delaware General Corporation Law (the "DGCL") permits a
corporation to exonerate its directors from personal liability to
the corporation or its stockholders for monetary damages for
breach of fiduciary duty, other than (1) for any breach of the
duty of loyalty to the corporation or its stockholders, (2) for
acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (3) for willful or
negligent violations of provisions regarding the unlawful payment
of dividends or unlawful stock repurchases or redemptions or (4)
for any transaction from which the person derived an improper
personal benefit. This provision pertains only to breaches of
duty by directors in their capacity as directors (and not in any
other corporate capacity, such as officers) and limits liability
only for breaches of fiduciary duties under the DGCL (and not for
violation of other laws, such as the federal securities laws).
The Company's Certificate of Incorporation exonerates the
Company's directors from liability to the extent permitted by
the DGCL.
<PAGE>
4
The Company's Certificate of Incorporation and Bylaws also
provide that, to the fullest extent permitted by law, the Company
shall indemnify any person who was or is a party, or threatened
to be made a party to any threatened, pending or completed
action, suit or proceeding (whether civil, criminal,
administrative, or investigative) by reason of the fact that such
person is or was a promoter, director, advisory director or
officer of the Company, and such other persons as designated by
the Board of Directors or stockholders and whom the Corporation
has the authority to indemnify under law, against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding if such person
acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the
Company and with respect to any criminal action or proceeding,
had no reasonable cause to believe his or her conduct was
unlawful. Such indemnification shall not be made in respect of
any claim, issue or matter as to which such person shall have
been adjudged to be liable to the Company, unless (and only to
the extent that) the Delaware Court of Chancery or the court in
which such action or suit was brought determines that, in view of
all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses that the Court
of Chancery or such other court shall deem proper. In addition,
the Bylaws provide for advancement of expenses incurred by an
officer or director upon request, to the extent permitted by law.
The DGCL permits a corporation to advance expenses incurred by an
officer or director in defending any action, suit or proceeding
upon receipt of an undertaking by or on behalf of the director or
officer to repay in the event that the director or officer is
ultimately determined not to be entitled to indemnification.
The Company maintains a liability insurance policy on behalf of
all of its directors and officers. Under this policy, directors
and officers are insured (and the Company is insured to the
extent that it has properly indemnified its directors and
officers) against liability for claims incurred by reason of
their breach of duty, neglect, error, misstatement, misleading
statement, omission or act, in their capacities as directors and
officers and solely by reason of their status as directors and
officers. However, directors and officers are not insured
against certain types of claims, including claims that arise out
of a gain of personal profit, a criminal or fraudulent act, the
filing of a registration statement, an offering by means of a
prospectus, or an underwriting agreement for the offer or sale of
a security.
The DGCL and Article 9 of the Certificate of Incorporation
specifically provide for the indemnification of directors and
officers, and the DGCL permits the adoption of indemnity
agreements generally. The enforceability of certain provisions
of the indemnity agreements has not been tested in court,
however, and remains subject to considerations of state law and
public policy. The indemnity agreements were not implemented in
response to any pending or threatened litigation involving
directors or officers.
<PAGE>
5
Subject to the possibility of unenforceability referred to
above, the indemnity agreements constitute binding agreements of
the Company, and the Company would be unable to modify its
indemnification policy unilaterally in a way that is adverse to
any party to an indemnity agreement. The Commission takes the
position that indemnification of directors and executive officers
against violations of the Securities Act is against public
policy and unenforceable. Accordingly, whenever an issuer
registers securities with the Commission it must execute an
undertaking (a) to submit to a court any such indemnification
claim arising with respect to the registered securities for a
determination whether the clause is enforceable and (b) to be
bound by the court's decision. Accordingly, any claim made by a
director or executive officer of the Company for indemnification
under an indemnity agreement with respect to a claim subject to
the Company's undertaking to the Commission would have to be
submitted to a court before final payment thereunder would be
made to the director or executive officer.
ITEM 7. EXEMPTION FROM REGISTRATION.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Franklin Bancorporation 1997 Stock Option Plan
4.2 Article IV of the Certificate of Incorporation of Franklin
Bancorporation, Inc. (incorporated by reference from Exhibit 3 to
the Company's Registration Statement on Form S-4. Reg. No.
33-46835, filed March 30, 1992 (the "1992 Form S-4")).
4.3 Bylaws of Franklin Bancorporation, Inc. (incorporated by
reference from Exhibit 3 to the 1992 Form S-4).
5.1 Opinion of Tucker, Flyer & Lewis, a professional corporation, regarding
the legality of the securities being registered.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Price, Waterhouse L.L.P.
23.3 Consent of Tucker, Flyer & Lewis (included in Exhibit 5.1).
24.1 Power of Attorney.
<PAGE>
6
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
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.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering. The undersigned
Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of Registrant pursuant to the DGCL, the
Articles of Incorporation or the Bylaws of Registrant,
Indemnification Agreements entered into between Registrant and
its officers and directors, or otherwise, Registrant has been
advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by 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 hereunder, 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 Securities Act and will
be governed by the final adjudication of such issue.
<PAGE>
7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds
to believe 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 Washington, District of Columbia on July 16, 1997.
FRANKLIN BANCORPORATION, INC.
By: /s/ Robert P. Pincus
--------------------
Robert P. Pincus
President and Chief Executive
Officer
<PAGE>
8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert P. Pincus, his true
and lawful attorney-in-fact, each acting alone, with full power
of substitution and resubstitution for him and in his name, place
and stead, in any and all capacities to sign any and all
amendments including post-effective amendments to this
registration statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact or their substitutes,
each acting alone, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------- ----- ----
<S> <C> <C>
/s/ Robert P. Pincus President, Chief July 16, 1997
- ----------------------- Executive Officer
Robert P. Pincus and Director
(Principal Executive
Officer)
/s/ Diane M. Begg Senior Vice July 16, 1997
- ------------------------- President, Chief
Diane M. Begg Financial Officer
and Assistant
Secretary (Principal
Financial and
Accounting Officer)
/s/ Joseph R. Schuble Director and July 16, 1997
- ------------------------- Chairman of the
Joseph R. Schuble Board of Directors
/s/ Joseph B. Gildenhorn Director July 16, 1997
- -------------------------
Joseph B. Gildenhorn
/s/ George Chopivsky, Jr. Director July 16, 1997
- -------------------------
George Chopivsky, Jr.
/s/ Stephen S. Haas Director July 16, 1997
- -------------------------
Stephen S. Haas
<PAGE>
9
/s/ Susan B. Hepner Director July 16, 1997
- -------------------------
Susan B. Hepner
/s/ H. Peter Larson, III Director July 16, 1997
- -------------------------
H. Peter Larson, III
/s/ Gant Redmon Director July 16, 1997
- -------------------------
Gant Redmon
/s/ James C. Stearns Director July 16, 1997
- -------------------------
James C. Stearns
</TABLE>
<PAGE>
10
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Description Page
- ---- -------------- ----
<S> <C> <C>
4.1 Franklin Bancorporation 1997 Stock Option Plan 11
4.2 Article IV of the Certificate of Incorporation of
Franklin Bancorporation, Inc. (incorporated by
reference from Exhibit 3 to the Company's
Registration Statement on Form S-4. Reg. No.
33-46835, filed March 30, 1992 (the "1992 S-4")).
4.3 Bylaws of Franklin Bancorporation, Inc. (incorporated
by reference from Exhibit 3 to the 1992 S-4).
5.1 Opinion of Tucker, Flyer & Lewis, a professional 26
corporation, regarding the legality of the
securities being registered.
23.1 Consent of Coopers & Lybrand L.L.P. 29
23.2 Consent of Price, Waterhouse L.L.P. 30
23.3 Consent of Tucker, Flyer & Lewis (included in
Exhibit 5.1).
24.1 Power of Attorney (included on pages 8-9).
</TABLE>
11
FRANKLIN BANCORPORATION, INC.
1997 STOCK OPTION PLAN
Franklin Bancorporation, Inc., a Delaware corporation, sets
forth herein the terms of the 1997 Stock Option Plan as follows:
1. PURPOSE
The Plan is intended to advance the interests of the
Corporation by providing eligible individuals (as designated
pursuant to Section 5 hereof) an opportunity to acquire or
increase a proprietary interest in the Corporation, which thereby
will create a stronger incentive to expend maximum effort for the
growth and success of the Corporation and its subsidiaries and
will encourage such eligible individuals to continue to serve the
Corporation, whether as an employee, as a director, as a
consultant or advisor or in some other capacity. Each stock
option granted under the Plan is intended to be an Incentive
Stock Option within the meaning of Section 422 of the Code,
except (a) to the extent that any such Option would exceed the
limitations set forth in Section 8 hereof and (b) for Options
specifically designated at the time of grant as not being
Incentive Stock Options.
2. DEFINITIONS
For purposes of interpreting the Plan and related documents
(including Option Agreements), the following definitions shall
apply:
2.1 "Board of Directors" means the board of directors of
the Corporation.
2.2 "Code" means the Internal Revenue Code of 1986, as
amended, or any successor provisions.
2.3 "Committee" means the Administrative Committee, or any
other committee designated in the discretion of the Board of
Directors. As provided in Section 17, the Committee must consist
of no fewer than two members of the Board of Directors and shall
be appointed by the Board of Directors, or such other committee
as the Board of Directors shall designate.
2.4 "Common Stock" means the shares of common stock of the
Corporation, par value $0.10 per share.
2.5 "Corporation" means Franklin Bancorporation, Inc., a
Delaware corporation.
2.6 "Effective Date" means the date of adoption of the Plan
by the Board of Directors.
<PAGE>
12
2.7 "Employer" means the Corporation or and Subsidiary,
which employs persons eligible to be designated recipients of an
Option.
2.8 "Exchange Act" means the Securities Exchange Act of
1934, as now in effect or as hereafter amended.
2.9 "Fair Market Value" means the value of each share of
Common Stock subject to the Plan determined as follows: if on
the Grant Date or other determination date the shares of Common
Stock are listed on an established national or regional stock
exchange, are admitted to quotation on the National Association
of Securities Dealers Automated Quotation System, or are publicly
traded on an established securities market, the Fair Market Value
of the shares of Common Stock shall be equal to the average of
the bid and asked prices for the Common Stock on the Grant Date,
as correctly reported in any stock quotation report provided by
the NASDAQ System or the National Association of Securities
Dealers, Inc. or, if the Common Stock is quoted on the NASDAQ
National Market System or traded on an exchange, the closing
prices for the Common Stock on the Grant Date, as correctly
quoted in the Wall Street Journal. If the shares of Common Stock
are not listed on such an exchange, quoted on such System or
traded on such a market, Fair Market Value shall be determined by
the Board of Directors in good faith.
2.10 "Grant Date" means the later of (i) the date as of
which the Committee determines that the Optionee should receive a
grant and approves the grant to the Optionee and (ii) the date as
of which the Optionee and the Corporation, or a Subsidiary, enter
into the relationship resulting in the Optionee being eligible
for grants.
2.11 "Incentive Stock Option" or "ISO" means an "incentive
stock option" within the meaning of section 422 of the Code.
2.12 "Option" means an option to purchase one or more shares
of Common Stock pursuant to the Plan.
2.13 "Option Agreement" means the written agreement
evidencing the grant of an Option hereunder.
2.14 "Optionee" means a person who holds an Option under the
Plan.
2.15 "Option Period" means the period during which Options
may be exercised as defined in Section 11.3.
2.16 "Option Price" means the purchase price for each share
of Common Stock subject to an Option.
2.17 "Plan" means this 1997 Stock Option Plan as the same
may be hereafter amended from time to time.
<PAGE>
13
2.18 "1933 Act" means the Securities Act of 1933, as now in
effect or as hereafter amended.
2.19 "Subsidiary" means any subsidiary of the Corporation
within the meaning of Rule 405 of Regulation C under the 1933 Act
(with the term "person" as used in such Rule 405 being defined as
in Section 2(2) of the 1933 Act) and any subsidiary of the
Corporation within the meaning of Section 424(f) of the Code.
3. ADMINISTRATION
3.1 Committee
The Plan shall be administered by the Committee, which
shall have the full power and authority to take all actions and
to make all determinations required or provided for under the
Plan or any Option granted or Option Agreement (as defined in
Section 2 hereof) entered into hereunder, and all such other
actions and determinations not inconsistent with the specific
terms and provisions of the Plan deemed by the Committee to be
necessary or appropriate to the administration of the Plan or an
Option granted or Option Agreement entered into hereunder. The
interpretation and construction by the Committee of any provision
of the Plan or of any Option granted or Option Agreement entered
into hereunder shall be final and conclusive.
3.2 No Liability
Each person who is or shall have been a member of the
Committee or of the Board of Directors shall be indemnified and
held harmless by the Corporation against and from any loss, cost,
liability, or expense that may be imposed upon or reasonably
incurred by him or her in connection with or resulting from any
claim, notion, suit, or proceeding to which he or she may be a
party or in which he or she may be involved by reason of any
action taken or failure to act under the Plan or any Option
Agreement, and against and from any and all amounts paid by him
or her in settlement thereof, with the Corporation's approval, or
paid by him or her in satisfaction of any judgment in any such
action, suit, or proceeding against him or her, provided he or
she shall give the Corporation an opportunity, at its own
expense, to handle and defend the same before he or she
undertakes to handle and defend it on his or her own behalf. The
foregoing right of indemnification shall not be exclusive of any
other rights of indemnification to which such persons may be
entitled under the Corporation's Articles of Incorporation or
Bylaws, as a matter of law, or otherwise, or any power that the
Corporation may have to indemnify them or hold them harmless.
4. COMMON STOCK
The stock that may be issued pursuant to Options granted
under the Plan shall be shares of Common Stock, which shares may
be treasury shares or authorized but unissued shares. The number
<PAGE>
14
of shares of Common Stock that may be issued pursuant to Options
granted under the Plan shall not exceed in the aggregate five
hundred thousand (500,000) shares of Common Stock, which number
of shares is subject to adjustment as provided in Section 19
hereof. If any Option expires, terminates or is terminated for
any reason prior to exercise in full, the shares of Common Stock
that were subject to the unexercised portion of such Option shall
be available for future Options granted under the Plan.
5. ELIGIBILITY
Subject to the next sentence, Options may be granted under
the Plan to (i) any executive officer or key employee of the
Corporation or a Subsidiary (including any such executive officer
or key employee who is also a director of the Corporation or a
Subsidiary) or (ii) any other individual whose participation in
the Plan is determined to be in the best interests of the
Corporation by the Committee. An individual may hold more than
one Option, subject to restrictions as are provided for herein.
6. EFFECTIVE DATE AND TERM
6.1 Effective Date
The Plan shall become effective as of the date of
adoption by the Board of Directors, subject to stockholders'
approval of the Plan within one year of such Effective Date by a
majority of the votes cast at a duly held meeting of the
stockholders of the Corporation at which a quorum representing a
majority of all outstanding stock is present, either in person or
by proxy, and voting on the matter, or by written consent in
accordance with applicable state law and the Certificate of
Incorporation and By-Laws of the Corporation and in a manner that
satisfies the requirements of Rule 16b-3(b) of the Exchange Act;
provided, however, that upon approval of the Plan by the
stockholders of the Corporation, all Options granted under the
Plan on or after the Effective Date shall be fully effective as
if the stockholders of the Corporation had approved the Plan on
the Effective Date. If the stockholders fail to approve the Plan
within one year of such Effective Date, any Options granted
hereunder shall be null, void and of no effect.
6.2 Term
The Plan shall terminate on the date 10 years after the
Effective Date.
7. GRANT OF OPTIONS
Subject to the terms and conditions of the Plan, the
Committee may, at any time and from time to time prior to the
date of termination of the Plan, grant to such eligible
individuals as the Committee may determine Options to purchase
such number of shares of the Common Stock on such terms and
<PAGE>
15
conditions as the Committee may determine, including any terms or
conditions which may be necessary to qualify such Options as
Incentive Stock Options. Without limiting the foregoing, the
Committee may at any time, with the consent of the Optionee,
amend the terms of outstanding Options or issue new Options in
exchange for the surrender and cancellation of outstanding
Options. The date on which the Committee approves the grant of
an Option (or such later date as is specified by the Committee)
shall be considered the date on which such Option is granted.
8. LIMITATION ON INCENTIVE STOCK OPTIONS
An Option (other than an Option described in Section 1(b)
hereof) shall constitute an Incentive Stock Option only to the
extent that the aggregate fair market value (determined on the
Grant Date) of the Common Stock with respect to which Incentive
Stock Options are exercisable for the first time by any Optionee
during any calendar year (under the Plan and all other plans of
the Optionee's employer corporation and its parent and subsidiary
corporations within the meaning of Section 422(d) of the Code)
does not exceed $100,000. This limitation shall be applied by
taking Options into account in the order in which such Options
were granted.
9. OPTION AGREEMENTS
All Options granted pursuant to the Plan shall be evidenced
by written agreements to be executed by the Corporation and the
Optionee, in such form or forms as the Committee shall from time
to time determine. Option Agreements covering Options granted
from time to time or at the same time need not contain similar
provisions; provided, however, that all such Option Agreements
shall comply with all terms of the Plan.
10. OPTION PRICE
The Option Price shall be fixed by the Committee and stated
in each Option Agreement. In the case of an Option that is
intended to constitute an Incentive Stock Option, the Option
Price shall be not less than the greater of par value or 100
percent of the Fair Market Value of a share of the Common Stock
covered by the Option; provided, however, that in the event the
Optionee would otherwise be ineligible to receive an Incentive
Stock Option by reason of the provisions of Sections 422(b)(6)
and 424(d) of the Code (relating to stock ownership of more than
10 percent), the Option Price of an Option which is intended to
be an Incentive Stock Option shall be not less than the greater
of par value or 110 percent of the fair market value of a share
of the Common Stock covered by the Option on the Grant Date. In
the case of an Option not intended to constitute an Incentive
Stock Option, the Option Price shall be not less than the par
value of a share of the Common Stock covered by the Option.
<PAGE>
16
11. TERM AND EXERCISE OF OPTIONS
11.1 Term
Each Option granted under the Plan shall terminate and
all rights to purchase shares thereunder shall cease upon the
expiration of 10 years from the Grant Date, or on such date prior
thereto as may be fixed by the Committee and stated in the Option
Agreement relating to such Option; provided, however, that in the
event the Optionee would otherwise be ineligible to receive an
Incentive Stock Option by reason of the provisions of Sections
422(b)(6) and 424(d) of the Code (relating to stock ownership of
more than 10 percent), an Option granted to such Optionee which
is intended to be an Incentive Stock Option shall in no event be
exercisable after the expiration of five years from the Grant
Date.
11.2 Exercise by Optionee
Only the Optionee receiving an Option (or, in the event
of the Optionee's legal incapacity or incompetency, the
Optionee's guardian or legal representative, and in the case of
the Optionee's death, the Optionee's estate) may exercise the
Option.
11.3 Option Period and Limitations on Exercise
Each Option granted under the Plan shall be exercisable
in whole or in part at any time and from time to time over a
period commencing on or after the Grant Date of the Option and
ending upon the expiration or termination of the Option, as the
Committee shall determine and set forth in the Option Agreement
relating to such Option. Without limitation of the foregoing,
the Committee may, in order to comply with applicable state and
federal securities laws, provide conditions upon the exercise of
an Option in accordance with the provisions of the Plan and as
set forth in the Option Agreement relating to such Option. Any
such limitation on the exercise of an Option contained in any
Option Agreement may be rescinded, modified or waived by the
Committee, in its sole discretion, at any time and from time to
time after the Grant Date. Notwithstanding any other provisions
of the Plan, no Option shall be exercisable in whole or in part
prior to the date the Plan is approved by the stockholders of the
Corporation as provided in Section 6.1 hereof.
11.4 Method of Exercise
An Option that is exercisable hereunder may be
exercised by delivery to the Corporation on any business day, at
its principal office addressed to the attention of the Committee,
of written notice of exercise, which notice shall specify the
number of shares for which the Option is being exercised, and
shall be accompanied by payment in full of the Option Price of
the shares for which the Option is being exercised. Payment of
the Option Price for the shares of Common Stock purchased
pursuant to the exercise of an Option shall be made, as
<PAGE>
17
determined by the Committee and set forth in the Option Agreement
pertaining to an Option, (a) in cash or by certified check
payable to the order of the Corporation; (b) through the tender
to the Corporation of shares of Common Stock, which shares shall
be valued, for purposes of determining the extent to which the
Option Price has been paid thereby, at their Fair Market Value on
the date of exercise; (c) by authorizing the Corporation to
withhold whole Shares then issuable upon exercise of the Option
(with any such Shares valued at their Fair Market Value) or (d)
by a combination of the methods described in Sections 11.4(a),
11.4(b) and 11.4(c) hereof; provided, however, that the Committee
may in its discretion impose and set forth in the Option
Agreement pertaining to an Option such limitations or
prohibitions on the use of shares of Common Stock to exercise
Options as it deems appropriate. Payment in full of the Option
Price need not accompany the written notice of exercise provided
the notice directs that the Stock certificate or certificates for
the shares for which the Option is exercised be delivered to a
licensed broker acceptable to the Corporation as the agent for
the individual exercising the Option and, at the time such Stock
certificate or certificates are delivered, the broker tenders to
the Corporation cash (or cash equivalents acceptable to the
Corporation) equal to the Option Price plus the amount (if any)
of federal and/or other taxes which the Corporation may, in its
judgment, be required to withhold with respect to the exercise of
the Option. An attempt to exercise any Option granted hereunder
other than as set forth above shall be invalid and of no force
and effect. Promptly after the exercise of an Option and the
payment in full of the Option Price of the shares of Common Stock
covered thereby, the individual exercising the Option shall be
entitled to the issuance of a Stock certificate or certificates
evidencing such individual's ownership of such shares. A
separate Stock certificate or certificates shall be issued for
any shares purchased pursuant to the exercise of an Option which
is an Incentive Stock Option, which certificate or certificates
shall not include any shares which were purchased pursuant to the
exercise of an Option which is not an Incentive Stock Option. An
individual holding or exercising an Option shall have none of the
rights of a stockholder until the shares of Common Stock covered
thereby are fully paid and issued to such individual and, except
as provided in Section 19 hereof, no adjustment shall be made for
dividends or other rights for which the record date is prior to
the date of such issuance.
12. TRANSFERABILITY OF OPTIONS
No Option shall be assignable or transferable by the
Optionee to whom it is granted, other than by will or the laws of
descent and distribution.
In order to enforce the restrictions on transferability
imposed upon shares of Common Stock under the Plan or as provided
in the Option Agreement, the Board of Directors shall cause a
legend or legends to be placed prominently on certificates
<PAGE>
18
representing Common Stock issued pursuant to the Plan that
complies with the applicable securities laws and regulations and
makes appropriate references to the restrictions imposed under
the Plan.
13. TERMINATION OF EMPLOYMENT OR OTHER RELATIONSHIP OF OPTIONEE
One (1) month after the termination of the employment of an
Optionee with the Corporation or a Subsidiary, other than by
reason of the death or "permanent and total disability" (within
the meaning of Section 22(e)(3) of the Code) of such Optionee,
any Option granted to an Optionee pursuant to the Plan shall
terminate and such Optionee shall have no further right to
purchase shares of Common Stock pursuant to such Option;
provided, however, upon request of the Optionee, prior to the
termination of the Option, the Board of Directors or the
Committee, at their sole option, may extend the time such Option
shall terminate up to three (3) months after the date of such
termination of employment, unless earlier terminated pursuant to
Section 11.1 hereof; and provided further, that the Committee may
provide, by inclusion of appropriate language in any Option
Agreement, that an Optionee may (subject to the general
limitations on exercise set forth in Section 11.3 hereof), in the
event of termination of employment of the Optionee with the
Corporation or a Subsidiary, exercise an Option, in whole or in
part, at any time subsequent to such termination of employment
and prior to termination of the Option pursuant to Section 11.1
hereof, either subject to or without regard to any installment
limitation on exercise imposed pursuant to Section 11.3 hereof,
as the Committee, in its sole and absolute discretion, shall
determine and set forth in the Option Agreement. Whether a leave
of absence or leave on military or government service shall
constitute a termination of employment for purposes of the Plan
shall be determined by the Committee, which determination shall
be final and conclusive. For purposes of the Plan, a termination
of employment with the Corporation or a Subsidiary shall not be
deemed to occur if the Optionee is immediately thereafter
employed with the Corporation or any other Subsidiary.
14. RIGHTS IN THE EVENT OF DEATH OR DISABILITY
14.1 Death
If an Optionee dies while providing services to the
Corporation or a Subsidiary or within the period following the
termination of employment during which the Option is exercisable
under Section 13 or 14.2 hereof, the executors, administrators,
legatees or distributees of such Optionee's estate shall have the
right (subject to the general limitations on exercise set forth
in Section 11.3 hereof), at any time within three months after
the date of such Optionee's death and prior to termination of the
Option pursuant to Section 11.1 hereof, to exercise, in whole or
in part, any Option held by such Optionee at the date of such
Optionee's death, to the extent such Option was exercisable
<PAGE>
19
immediately prior to such Optionee's death; provided, however,
that the Committee may provide by inclusion of appropriate
language in any Option Agreement that, in the event of the death
of an Optionee, the executors, administrators, legatees or
distributees of such Optionee's estate may exercise an Option
(subject to the general limitations on exercise set forth in
Section 11.3 hereof), in whole or in part, at any time subsequent
to such Optionee's death and prior to termination of the Option
pursuant to Section 11.1 hereof, either subject to or without
regard to any installment limitation on exercise imposed pursuant
to Section 11.3 hereof, as the Committee, in its sole and
absolute discretion, shall determine and set forth in the Option
Agreement.
14.2 Disability
If an Optionee terminates the provision of services to
the Corporation or a Subsidiary by reason of the "permanent and
total disability" (within the meaning of Section 22(e)(3) of the
Code) of such Optionee, then such Optionee shall have the right
(subject to the general limitations on exercise set forth in
Section 11.3 hereof), at any time within one year after such
termination of services and prior to termination of the Option
pursuant to Section 11.1 hereof, to exercise, in whole or in
part, any Option held by such Optionee at the date of such
termination of services, to the extent such Option was
exercisable immediately prior to such termination of services;
provided, however, that the Committee may provide, by inclusion
of appropriate language in any Option Agreement, that an Optionee
may (subject to the general limitations on exercise set forth in
Section 11.3 hereof), in the event of the termination of services
of the Optionee with the Corporation or a Subsidiary by reason of
the "permanent and total disability" (within the meaning of
Section 22(e)(3) of the Code) of such Optionee, exercise an
Option, in whole or in part, at any time subsequent to such
termination of services and prior to termination of the Option
pursuant to Section 11.1 hereof, either subject to or without
regard to any installment limitation on exercise imposed pursuant
to Section 11.3 hereof, as the Committee, in its sole and
absolute discretion, shall determine and set forth in the Option
Agreement. Whether a termination of services is to be considered
by reason of "permanent and total disability" for purposes of the
Plan shall be determined by the Committee, which determination
shall be final and conclusive.
15. USE OF PROCEEDS
The proceeds received by the Corporation from the sale of
Common Stock pursuant to Options granted under the Plan shall
constitute general funds of the Corporation.
16. SECURITIES LAWS
The Corporation shall not be required to sell or issue any
shares of Common Stock under any Option if the sale or issuance
<PAGE>
20
of such shares would constitute a violation by the individual
exercising the Option or by the Corporation of any provisions of
any law or regulation of any governmental authority, including,
without limitation, any federal or state securities laws or
regulations. If at any time the Corporation shall determine, in
its discretion, that the listing, registration or qualification
of any shares subject to the Option upon any securities exchange
or under any state or federal law, or the consent of any
government regulatory body, is necessary or desirable as a
condition of, or in connection with, the issuance or purchase of
shares, the Option may not be exercised in whole or in part
unless such listing, registration, qualification, consent or
approval shall have been effected or obtained free of any
conditions not acceptable to the Corporation, and any delay
caused thereby shall in no way affect the date of termination of
the Option. Specifically in connection with the Securities Act,
upon exercise of any Option, unless a registration statement
under the Securities Act is in effect with respect to the shares
of Common Stock covered by such Option, the Corporation shall not
be required to sell or issue such shares unless the Corporation
has received evidence satisfactory to the Corporation that the
Optionee may acquire such shares pursuant to an exemption from
registration under the Securities Act. Any determination in this
connection by the Corporation shall be final and conclusive. The
Corporation may, but shall in no event be obligated to, register
any securities covered hereby pursuant to the Securities Act.
The Corporation shall not be obligated to take any affirmative
action in order to cause the exercise of an Option or the
issuance of shares pursuant thereto to comply with any law or
regulation of any governmental authority. As to any jurisdiction
that expressly imposes the requirement that an Option shall not
be exercisable unless and until the shares of Common Stock
covered by such Option are registered or are subject to an
available exemption from registration, the exercise of such
Option (under circumstances in which the laws of such
jurisdiction apply) shall be deemed conditioned upon the
effectiveness of such registration or the availability of such an
exemption.
17. EXCHANGE ACT: RULE 16b-3
17.1 General
The Plan is intended to comply with Rule 16b-3 ("Rule
16b-3") (and any successor thereto) under the Exchange Act. Any
provision inconsistent with Rule 16b-3 shall, to the extent
permitted by law and determined to be advisable by the Committee
(constituted in accordance with Section 17.2), be inoperative and
void.
17.2 Committee
The Committee appointed pursuant to Section 3.1 hereof
shall consist of not fewer than two members of the Board of
<PAGE>
21
Directors, each of whom shall qualify (at the time of appointment
to the Committee and during all periods of service on the
Committee) in all respects as a "non-employee director" as
defined in Rule 16b-3.
17.3 Additional Restriction on Transfer of Common Stock
No director, officer or other "insider" of the
Corporation subject to Section 16 of the Exchange Act shall be
permitted to sell Common Stock (which such "insider" had received
upon exercise of an Option) during the six months immediately
following the grant of such Option.
18. AMENDMENT AND TERMINATION
The Board of Directors may, at any time and from time to
time, amend, suspend or terminate the Plan as to any shares of
Common Stock as to which Options have not been granted, provided,
however, that no amendment by the Board of Directors shall,
without approval by a majority of the votes cast at a duly held
meeting of the stockholders of the Corporation at which a quorum
representing a majority of all outstanding stock is present,
either in person or by proxy, and voting on the amendment, or by
written consent in accordance with applicable state law and the
Certificate of Incorporation and Bylaws of the Corporation,
materially change the requirements as to eligibility to receive
Options or increase the maximum numbers of shares of Common Stock
in the aggregate that may be sold pursuant to Options granted
under the Plan (except as permitted under Section 19 hereof).
The Corporation also may retain the right in an Option Agreement
to cause a forfeiture of the shares or gain realized by an
Optionee on account of the Optionee taking actions in
"competition with the Corporation," as defined in the applicable
Option Agreement. Furthermore, the Corporation may, in the
Option Agreement, retain the right to annul the grant of an
Option if the holder of such grant was an employee of the
Corporation or a Subsidiary and is terminated "for cause," as
defined in the applicable Option Agreement. Except as permitted
under Section 20 hereof, no amendment, suspension or termination
of the Plan shall, without the consent of the Optionee, alter or
impair rights or obligations under any Option theretofore granted
under the Plan.
19. EFFECT OF CHANGES IN CAPITALIZATION
19.1 Changes in Common Stock
If the number of outstanding shares of Common Stock is
increased or decreased or changed into or exchanged for a
different number or kind of shares or other securities of the
Corporation by reason of any recapitalization, reclassification,
stock split-up, combination of shares, exchange of shares, stock
dividend or other distribution payable in capital stock, or other
<PAGE>
22
increase or decrease in such shares effected without receipt of
consideration by the Corporation, occurring after the Effective
Date of the Plan, a proportionate and appropriate adjustment
shall be made by the Corporation in the number and kind of shares
for which Options are outstanding, so that the proportionate
interest of the Optionee immediately following such event shall,
to the extent practicable, be the same as immediately prior to
such event. Any such adjustment in outstanding Options shall not
change the aggregate Option Price payable with respect to shares
subject to the unexercised portion of the Option outstanding but
shall include a corresponding proportionate adjustment in the
Option Price per share.
19.2 Reorganization With Corporation Surviving
Subject to Section 19.3 hereof, if the Corporation
shall be the surviving entity in any reorganization, merger or
consolidation of the Corporation with one or more other entities,
any Option theretofore granted pursuant to the Plan shall pertain
to and apply to the securities to which a holder of the number of
shares of Common Stock subject to such Option would have been
entitled immediately following such reorganization, merger or
consolidation, with a corresponding proportionate adjustment of
the Option Price per share so that the aggregate Option Price
thereafter shall be the same as the aggregate Option Price of the
shares remaining subject to the Option immediately prior to such
reorganization, merger or consolidation.
19.3 Other Reorganizations; Sale of Assets or Common Stock
Upon the dissolution or liquidation of the Corporation,
or upon a merger, consolidation or reorganization of the
Corporation with one or more other entities in which the
Corporation is not the surviving entity, or upon a sale of
substantially all of the assets of the Corporation to another
entity, or upon any transaction (including, without limitation, a
merger or reorganization in which the Corporation is the
surviving entity) approved by the Board of Directors that results
in any person or entity (other than persons who are holders of
stock of the Corporation at the time the Plan is approved by the
Stockholders and other than an Affiliate) owning 50 percent or
more of the combined voting power of all classes of stock of the
Corporation, the Plan and all Options outstanding hereunder shall
terminate, except to the extent provision is made in connection
with such transaction for the continuation of the Plan and/or the
assumption of the Options theretofore granted, or for the
substitution for such Options of new options covering the stock
of a successor entity, or a parent or subsidiary thereof, with
appropriate adjustments as to the number and kinds of shares and
exercise prices, in which event the Plan and Options theretofore
granted shall continue in the manner and under the terms so
provided. In the event of any such termination of the Plan, each
Optionee shall have the right (subject to the general limitations
on exercise set forth in Section 11.3 hereof and except as
<PAGE>
23
otherwise specifically provided in the Option Agreement relating
to such Option), immediately prior to the occurrence of such
termination and during such period occurring prior to such
termination as the Committee in its sole discretion shall
designate, to exercise such Option in whole or in part, to the
extent such Option was otherwise exercisable at the time such
termination occurs, but subject to any additional provisions that
the Committee may, in its sole discretion, include in any Option
Agreement. The Committee shall send written notice of an event
that will result in such a termination to all Optionees not later
than the time at which the Corporation gives notice thereof to
its stockholders.
19.4 Adjustments
Adjustments under this Section 19 relating to stock or
securities of the Corporation shall be made by the Committee,
whose determination in that respect shall be final and
conclusive. No fractional shares of Common Stock or units of
other securities shall be issued pursuant to any such adjustment,
and any fractions resulting from any such adjustment shall be
eliminated in each case by rounding downward to the nearest whole
share or unit.
19.5 No Limitations on Corporation
The grant of an Option pursuant to the Plan shall not
affect or limit in any way the right or power of the Corporation
to make adjustments, reclassifications, reorganizations or
changes of its capital or business structure or to merge,
consolidate, dissolve or liquidate, or to sell or transfer all or
any part of its business or assets.
20. VESTING IN CONNECTION WITH A CHANGE OF CONTROL
In the event of a Change of Control, all non-vested Options
outstanding under the Plan shall immediately vest. A "Change in
Control" shall be deemed to have occurred if (i) any "person" (as
such term is used in Sections 13(d) and 14(d) of the Exchange
Act) becomes, after the date hereof, the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Corporation representing forty
percent (40%) or more of the combined voting power of the
Corporation's then outstanding securities; (ii) during any two
(2) year period, individuals who at the beginning of such period
constitute the Board of Directors, including for this purpose any
new director whose election resulted from a vacancy on the Board
of Directors caused by the mandatory retirement, death, or
disability of a director and was approved by a vote of at least
two-thirds (2/3rds) of the directors then still in office who
were directors at the beginning of the period, cease for any
reason to constitute a majority thereof; (iii) the Corporation
consummates a merger or consolidation of the Corporation with or
<PAGE>
24
into another corporation, the result of which is that the
stockholders of the Corporation at the time of the execution of
the agreement to merge or consolidate own less than eighty
percent (80%) of the total equity of the corporation surviving or
resulting from the merger or consolidation or of a corporation
owning, directly or indirectly, one hundred percent (100%) of the
total equity of such surviving or resulting corporation; (iv) the
sale in one or a series of transactions of all or substantially
all of the assets of the Corporation; or (v) any person has
commenced a tender or exchange offer, or entered into an
agreement or received an option to acquire beneficial ownership
of forty percent (40%) or more of the total number of voting
shares of the Corporation unless the Committee has made a
determination that such action does not constitute and will not
constitute a change in the persons in control of the Corporation.
21. WITHHOLDING
The Corporation or a Subsidiary may be obligated to withhold
federal and local income taxes and Social Security taxes to the
extent that an Optionee realizes ordinary income in connection
with the exercise of an Option. The Corporation or a Subsidiary
may withhold amounts needed to cover such taxes from payments
otherwise due and owing to an Optionee, and upon demand the
Optionee will promptly pay to the Corporation or a Subsidiary
having such obligation any additional amounts as may be necessary
to satisfy such withholding tax obligation. Such payment shall be
made in cash or cash equivalents.
22. DISCLAIMER OF RIGHTS
No provision in the Plan or in any Option granted or Option
Agreement entered into pursuant to the Plan shall be construed to
confer upon any individual the right to remain in the employ of
the Corporation or any Subsidiary, or to interfere in any way
with the right and authority of the Corporation or any Subsidiary
either to increase or decrease the compensation of any individual
at any time, or to terminate any employment or other relationship
between any individual and the Corporation or any Subsidiary.
The obligation of the Corporation to pay any benefits pursuant to
the Plan shall be interpreted as a contractual obligation to pay
only those amounts described herein, in the manner and under the
conditions prescribed herein. The Plan shall in no way be
interpreted to require the Corporation to transfer any amounts to
a third party trustee or otherwise hold any amounts in trust or
escrow for payment to any participant or beneficiary under the
terms of the Plan.
23. NONEXCLUSIVITY
Neither the adoption of the Plan nor the submission of the
Plan to the stockholders of the Corporation for approval shall be
construed as creating any limitations upon the right and
authority of the Board of Directors to adopt such other incentive
compensation arrangements (which arrangements may be applicable
<PAGE>
25
either generally to a class or classes of individuals or
specifically to a particular individual or individuals) as the
Board of Directors in its discretion determines desirable,
including, without limitation, the granting of stock options
otherwise than under the Plan.
The Plan was duly adopted and approved by the Board of
Directors on May 28, 1997 and was duly approved by the
stockholders of the Corporation on May 28, 1997.
/s/ Robert P. Pincus
---------------------
Robert P. Pincus
President and Chief Executive
Officer
26
[Tucker, Flyer & Lewis Letterhead]
July 15, 1997
Board of Directors
Franklin Bancorporation, Inc.
1800 K Street, N.W.
Suite 929
Washington, D.C. 20006
Gentlemen:
We have acted as counsel to Franklin Bancorporation, Inc. a
Delaware corporation (the "Company"), in connection with its
registration, pursuant to a registration statement of Form S-8
filed on or about the date hereof (the "Registration Statement"),
of 500,000 shares (the "Shares") of common stock, par value $0.10
per share, of the Company, issuable upon the exercise of options
granted under the Franklin Bancorporation, Inc. 1997 Stock Option
Plan (the "Plan"). This letter is furnished to you pursuant to
the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R.
Section 229.601(b)(5), in connection with such registration.
In connection with the opinions expressed herein, we have
reviewed the following documents:
1. an executed copy of the Registration Statement;
2. a copy of the Plan;
3. the Articles of Incorporation of the Company, filed on
October 31, 1988;
4. the Bylaws of the Company;
5. the resolutions of the Board of Directors of the
Company, adopted at the meeting held on May 28, 1997, relating
to, among other things, the approval of the Plan and the filing
of the Registration Statement; and
6. the resolutions of the stockholders of the Company,
adopted at the meeting held on May 28, 1997, relating to, among
other things, the approval of the Plan.
<PAGE>
27
In addition, we have examined and are familiar with originals or
copies, certified or otherwise identified to our satisfaction, of
such other documents as we have deemed necessary or appropriate
as a basis for the opinions set forth below.
In our examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us
as certified or photostatic copies, and the authenticity of the
originals of such copies. As to questions of fact material to
the opinions expressed below, we have relied upon the accuracy of
all representations, warranties and certifications of the Company
contained in the documents referred to in this opinion letter.
As to any facts material to this opinion which we did not
independently establish or verify, we have relied upon statements
and representations of officers and other representatives of the
Company and others. During the course of our discussions with
corporate officers and representatives and our review of the
documents specified above in connection with the preparation of
this opinion, no facts were disclosed to us which causes us to
conclude that any such statement or representation is untrue.
In reliance on the foregoing, and subject for all purposes
and in all respects to the assumptions, limitations,
qualifications, disclaimers, and exceptions set forth herein, it
is our opinion that, as of the date hereof, (i) the shares of
common stock of the Company to be issued upon the exercise of the
stock options are validly authorized and, (ii) assuming (a) the
shares of common stock so issuable will be validly authorized on
the dates of exercise, (b) on the dates of exercise, the stock
options will have been duly executed, issued, and delivered, will
constitute the legal, valid, and binding obligations of the
Company, and will (subject to applicable bankruptcy, insolvency,
and other laws affecting the enforceability of creditors' rights
generally) be enforceable as to the Company in accordance with
their terms and the terms of the Plan, (c) no change occurs in
the applicable law or the pertinent facts, and (d) the stock
options are exercised in accordance with their terms and the
terms of the Plan, the shares of common stock so issuable will be
validly issued, fully paid, and nonassessable.
The foregoing opinions are limited in all respects and for
all purposes solely to the General Corporation Law of the State
of Delaware. While certain members of this firm are admitted in
other jurisdictions, we have not examined the laws of any
jurisdictions or consulted with members of the firm who are
admitted in other jurisdictions with respect to the laws of any
such jurisdictions.
We assume no obligation to advise you of any changes in the
foregoing subsequent to the delivery of this opinion letter.
This opinion letter has been prepared solely for your use in
connection with the filing of the Registration Statement on or
about the date of this letter, and should not be quoted, relied
on or referred to by, nor may copies be delivered to, any other
person or used for any other purpose without the express prior
written consent of this Firm in each instance.
<PAGE>
28
We hereby consent to the filing of this opinion letter as
Exhibit 5.1 to the Registration Statement. In giving this
consent, we do not thereby admit that we are an "expert" within
the meaning of the Securities Act of 1933, as amended.
Respectfully submitted,
TUCKER, FLYER & LEWIS
a professional corporation
By:/s/Tucker, Flyer & Lewis
29
[COOPERS & LYBRAND letterhead]
CONSENT OF INDEPENDENT ACCOUNTS
We consent to the incorporation by reference in the
registration statement on Form S-8 (File No. 333- ) of Franklin
Bancorporation, Inc. pertaining to the Franklin Bancorporation,
Inc. 1997 Stock Option Plan of our report dated February 7, 1997,
on our audits of the consolidated financial statements of Franklin
Bancorporation as of December 31, 1996 and 1995 and for the years
then ended, which report is included in the Franklin
Bancorporation, Inc. 1996 Form 10-K.
\s\ Coopers & Lybrand L.L.P
COOPERS & LYBRAND L.L.P.
Washington, D.C.
July 11, 1997
30
[PRICE WATERHOUSE LLP letterhead]
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 3,
1995, which appears on page 58 of the 1996 Annual Report to the
Board of Directors and Shareholders of Franklin Bancorporation,
Inc., which is incorporated by reference in Franklin
Bancorporation, Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1996.
\s\ Price Waterhouse L.L.P.
Washington, D.C.
July 11, 1997
