SOUTHERN NATIONAL CORP /NC/, 10-K, 1994-03-31

SOUTHERN NATIONAL CORP /NC/
10-K, 1994-03-31
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act 1934

for the fiscal year ended:

December 31, 1993

commission file number: 0-4641

SOUTHERN NATIONAL CORPORATION
(Exact name of registrant as specified its charter)

North Carolina 56-0939887
(State of incorporation) (I.R.S. Employer Identification No.)

500 North Chestnut Street 28358
Lumberton, North Carolina (Zip Code)
Address of principal executive offices)

(919) 671-2000
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange
on which registered
Common Stock, $5 par value New York Stock Exchange
Depositary Shares, New York Stock Exchange
stated value $25

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-K or any amendments to this Form 10-K __________.

Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act Of 1934 during the preceding 12
months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

Yes X NO ________

The aggregate market value of Southern National Corporation
voting common stock held by non-affiliates as of February
17, 1994 was $780.9 million and the number of shares
outstanding at February 17, 1994 was 42, 353,374.

Portions of the Proxy Statement for the 1994 Annual Meeting
of Shareholders are incorporated by reference into Par III
of this Form 10-K.

Part I.

Item 4. Submission of Matters to a Vote of Security Holders

A special meeting of the shareholders of Southern
National Corporation was held on December 27, 1993 to
consider the following resolution:

RESOLVED, that up to 8,305,000 shares of Southern National
Corporation's common stock including shares to be issued
pursuant to options to purchase shares of Southern National
Corporation common stock based upon the exchange ratio)
(subject to adjustment in retain circumstances) to be issued
pursuant to the terms of the Agreement and Plan of Merger
dated August 5, 1993, providing for the acquisition by
Southern National Corporation of The First Savings Bank,
FSB.

Of shares represented by proxy there were:

Votes for 18,803,894 (07.62%); Votes Against 227,902
(1.18%); Abstain 229,576 (1.19%); as a percentage of the
shares represented by proxy at the meeting. There were
31,751,733 shares eligible to vote.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Lumberton, State of North
Carolina, On March 24, 1994.

SOUTHERN NATIONAL CORPORATION
(Registrant)

By:_____________________________________
L. Glenn Orr, Jr., Chairman,
President and Chief Executive
Officer

Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed by the following
persons on behalf of the Registrant and in the capacities
indicated on March 24, 1994.

Signature Title

_______________________ Chairman, President, Chief
L. Glenn Orr, Jr. Executive Officer and Director
(Principal Executive Officer)

________________________ Executive Vice President and Chief
John R. Spruill Financial Officer
(Principal Financial Officer)

________________________ Executive Vice President and
Gary E. Carlton Director

_______________________ Vice President and Controller
Sherry A. Kellett (Principal Accounting Officer)

_______________________ Director
William F. Black

_______________________ Director
Ronald E. Deal

________________________ Director
William N. Geiger, Jr.

________________________ Director
Lloyd V. Hackley, Ph.D.

________________________ Director
James A. Hardison, Jr.

________________________ Director
Donald C. Hiscott

________________________ Director
Richard Janeway, M.D.

________________________ Director
Joseph A. McAleer, Jr.

________________________ Director
Albert O. McCauley

________________________ Director
Dickson McLean, Jr.

________________________ Director
Charles E. Nichols

________________________ Director
C. Edward Pleasants, Jr.

________________________ Director
Nido R. Qubein

________________________ Director
Ted R. Reynolds

________________________ Director
A. Bruce Williams

________________________ Director
A. Tab Williams, Jr.

________________________ Director
Edward M. Williams

________________________ Director
T.H. Yancey

EXHIBIT INDEX

<TABLE>

Exhibit No. Description Location
<S> <C> <C>
3.1 Articles of Incorporation of Incorporated herein
Southern National Corporation, by reference to
as amended. Registration No. 33-
64176.

3.2 Bylaws of Southern National Incorporated herein
Corporation, as amended. by reference to
Registration No. 33-
29586.

4.1 Form of Articles of Amendment Incorporated herein
to Articles of Incorporation of by reference to
Southern National Corporation Registration No. 33-
relating to Cumulative 44557.
Convertible Preferred Stock,
Series A.

4.2 Agreement to furnish copies of Filed herewith.
documents defining the rights
of the holders of the Capital
Notes of Southern National
Corporation.

10.1* Deferred compensation Incorporated herein
Agreement, dated as of January by reference to
8, 1974, as amended, by and Registration No. 2-
between Southern National Bank 86631.
of North Carolina and Hector
MacLean.

10.2* Deferred Compensation Incorporated herein
Agreement, dated as of April 1, by reference to
1977, as amended, by and Registration No. 2-
between Southern National Bank 73848.
of North Carolina and A. Bruce
Williams.

EXHIBIT INDEX (continued)

Exhibit No. Description Location

10.3* Employment Contract dated Incorporated herein by
July 16, 1981, by and reference to Registration
between Southern National No. 33-29586.
Bank of North Carolina,
Souther National
Corporation and L. Glenn
Orr, Jr.

10.4* Employment Contract dated Incorporated herein by
July 21, 1983, by and reference to Registration
between Southern National No. 33-29586.
Bank of North Carolina,
Southern National
Corporation and William F.
Black.

10.5* Employment Contract dated Incorporated herein by
July 21, 1983, by and reference to Registration
between Southern National No. 33-29586.
Bank of North Carolina and
J.A. Hardison, Jr.

10.6* Agreement dated December Incorporated herein by
12, 1984, by and between reference to Registration
Southern National Bank of No. 33-29586.
North Carolina and James
A. Hardison, Jr.

10.7* Salary continuation Incorporated herein by
agreement dated May 18, reference to Registration
1983, by and between First No. 33-29586.
National Bank of Anson
County and James A.
Hardison, Jr.

10.8* Employment Contract dated Incorporated herein by
September 19, 1985, by and reference to Registration
between Southern National No. 33-00962.
Corporation, Southern
National Bank of North
Carolina and A. Bruce
Williams.

EXHIBIT INDEX (continued)

Exhibit No. Description Location

10.9* Employment Contract dated Incorporated herein by
September 19, 1985, by and reference to Registration
between Southern National No. 33-00962.
Corporation, Southern
National Bank of North
Carolina and A. Bruce
Williams.

10.10* Employment contact dated Incorporated herein by
July 17, 1986, by and reference to Registration
between Southern National No. 33-8137.
Corporation, Southern
National Bank of North
Carolina and Gary E.
Carlton.

10.11* Amendment to Employment Incorporated herein by
contract dated june 15, reference to Registration
1987, by and between No. 33-29586.
Southern National
Corporation, Southern
National Bank of North
Carolina and Gary E.
Carlton.

10.12* Employee Stock Ownership Incorporated herein by
Plan, as amended, of reference to Southern
Southern National National Corporation's
Corporation. Annual Report on form 10-
K for the year ended
December 31, 1988.

10.13* Employment contract dated Incorporated herein by
April 24, 1989, by and reference to Registration
between Southern National No. 33-29586.
Corporation, Southern
National Bank of North
Carolina, Southern
National Bank of South
Carolina and John R.
Spruill.

EXHIBIT INDEX (continued)

Exhibit No. Description Location

10.14* Employment Contract dated Incorporated herein by
June 15, 1989, by and reference to Registration
between Southern National No. 33-29586.
Corporation, Southern
National Bank of North
Carolina and L. Glenn Orr,
Jr.

10.15* Employment contact dated Incorporated herein by
June 15, 1989, by and reference to Registration
between Southern National No. 33-29586
Corporation, Southern
National Bank of North
Carolina and A. Bruce
Williams.

10.16* Amendment to Employment Incorporated herein by
contract dated January 1, reference to Registration
1989, by and between No. 33-38894.
Southern National
Corporation, Southern
National Bank of North
Carolina and A. Bruce
Williams.

10.17* Amendment to Employment Incorporated herein by
contract, dated July 2, reference to Registration
1990, by and between No. 33-38894.
Southern National
corporation, Southern
National Bank of North
Carolina and Hector
MacLean.

10.18* Death Benefit Only plan, Incorporated herein by
dated April 23, 1990, by reference to Registration
and between Southern No. 33-38894.
National Bank of North
Carolina and L. Glenn Orr,
Jr.

EXHIBIT INDEX (continued)

Exhibit No. Description Location

10.19* Non-Employee Director's Incorporated herein by
Stock Option Plan of reference to Southern
Southern National National corporation's
Corporation. definitive Proxy Statement
for the 1992 Annual
Meeting of shareholders,
dated March 25, 1992.

10.20* Amendment to Employment Filed herewith.
contract, dated january 1,
1994, by and between
Southern National
corporation, Southern
National Bank of North
Carolina and Gary E.
Carlton.

10.21* Employment Contract dated Filed herewith.
January 24, 1994, by and
between Souther National
Corporation, Southern
National Bank of South
Carolina and Luther C.
Boliek.

10.22* Executive change in Control Filed herewith.
Agreement dated January 1,
1994, by and between
Southern National
corporation and G. Lee
Cory.

10.23* executive change in Control Filed herewith.
Agreement dated january 1,
1994, by and between
Southern National
corporation and Charles
Royce Hough.

EXHIBIT (continued)

Exhibit Description Location
No.

10.24* Executive change in Filed herewith.
Control Agreement
dated january 1, 1994,
by and between
Southern National
Corporation and Robert
E. Greene.

10.25* Executive change in Filed herewith.
Control Agreement
dated January 1, 1994,
by and between
Southern National
Corporation and Morris
D. Marley.

10.26* Executive change in Filed herewith.
Control Agreement
dated january 1, 1994,
by and between
Southern National
corporation and Sherry
a. Kellett.

10.27* Form of consulting Filed herewith.
Agreement between
Southern National
Corporation and
Outside Directors.

11.1 Computations of Filed herewith.
Earnings Per Share
13.1 Annual report to Filed herewith.
security holders.
21.1 Subsidiaries of the Filed herewith.
Registrant.

23.1 Consent of Arthur Filed herewith.
Andersen & Co.

99.1 Proxy Statement of the Filed herewith.
1994 Annual Meeting of
Shareholders dated
March 16, 1994.

</TABLE>
* Management contract or compensatory plan or arrangement.

EXHIBIT 4.2

Agreement to Furnish Copies of

Document Defining the Rights

of the Holders of the Capital Notes

of Southern National Corporation

Exhibit 4.2

Agreement to Furnish Copies of

Documents Defining the Rights of the

Holders of the Capital Notes of

Southern National Corporation

Copies of the documents defining the rights of the
holders of the Capital Notes which have been issued by SNC
are not included as exhibits because these securities were
exempt from registration under the Securities Act of 1933,
as amended, and the total amount authorized does not exceed
10% of the consolidated total assets of SNC.

However, SNC hereby agrees to furnish copies of the
aforementioned documents upon the written request of the
Commission.

EXHIBIT 10.20

Amendment to Employment Contract,

dated January 1, 1994,

by and between Southern National Corporation,

Southern National Bank of North Carolina

and Gary E. Carlton

STATE OF NORTH CAROLINA,
EMPLOYMENT CONTRACT
FORSYTH COUNTY

THIS EMPLOYMENT CONTRACT, made and entered into
effective January 1, 1994, by and between SOUTHERN NATIONAL
CORPORATION (herein "Corporation"), a North Carolina
Corporation with its principal office in Lumberton, North
Carolina, and SOUTHERN NATIONAL BANK OF NORTH CAROLINA
(herein "Bank"), a National Banking Association with its
principal office in Lumberton, North Carolina, parties of
the first part, and GARY E. CARLTON (herein "Carlton"),
party of the second part;

W I T N E S S E T H:

WHEREAS, Carlton is an officer of the Corporation and
Bank; and

WHEREAS, Corporation is the sole shareholder and
holding company of the Bank;

WHEREAS, Corporation and Bank, recognizing the value of
the services which Carlton has provided and can continue to
provide to Corporation and Bank and recognizing his banking
and financial experience and managerial abilities, entered
into an Employment Contract with Carlton dated July 17,
1986; and

WHEREAS, Corporation and Bank and Carlton agreed to an
amendment to the July 17, 1986, Employment Contract, by
agreement dated June 15, 1987, extending the term of
Carlton's employment as an officer and employee of the
Corporation and Bank until he reaches age sixty-five (65)
(as amended, the "Employment Contract"; and

WHEREAS, the parties have determined that the
Employment Contract should be further amended to clarify
Carlton's compensation and future increases therein (which
the parties have determined to be reasonable compensation)
to include a mitigation provision consistent with the
provisions of Prop. Treas. Reg. (bullet)1.280 G-1 (A-42)
and to add several other non-material provisions.

NOW, THEREFORE, for and in consideration of the sum of
Ten Dollars ($10.00) and other good and valuable
consideration,receipt of which is hereby acknowledged by
each of the parties, and in consideration of the mutual
covenants of the parties, the parties agree that the
Employment Contract shall be and is hereby further amended
and restated as follows:

Section 1. Employment. Corporation and Bank employ
Carlton and Carlton agrees that he shall be employed by
Corporation and Bank, as Executive Vice President and
President,respectively, with such duties and
responsibilities as may be assigned to him in such

capacities from time to time by the Boards of Directors of
Corporation and Bank.

Section 2. Duties and Offices. Carlton shall continue
to be employed as Executive Vice President of the
Corporation and President of the Bank and have equivalent or
higher duties and responsibilities during his employment by
Corporation and Bank. While this Employment Contract is in
effect, senior management of Corporation and Bank shall each
year nominate Carlton for election by the Boards of
Directors of Corporation and Bank to the offices herein set
out (or such higher officer level as the respective Boards
of Directors may decide).

Section 3. Election to Boards of Directors. Carlton
shall be elected to the Boards of Directors of both
Corporation and Bank during the term of his employment.
Management of Corporation and Bank will nominate Carlton at
each of their respective annual shareholders' meetings for
election to the Boards of Directors of Corporation and Bank
for successive terms during his employment under this
Employment Contract.

Section 4. Term. The term of this Employment Contract
and the employment by the Corporation and Bank of Carlton
under this Employment Contract shall be for the period of
time beginning January 1, 1994, and continuing and existing
until Carlton reaches age sixty-five (65).

Section 5. Compensation. Effective from and after
January 1, 1994, the Bank and the Corporation jointly and
severally agree to pay Carlton for his services to be
rendered hereunder a minimum base salary of two hundred
twenty thousand dollars ($220,000) per year payable in equal
monthly installments. Subsequent to 1994, Carlton's base
salary may be increased each year, effective January 1st, by
an amount determined by the Corporation's Compensation
Committee. In the event the Corporation or Bank merges in a
transaction where it is not the surviving entity, Carlton
shall be entitled to annual increases in base salary which
shall be, at a minimum, the average percentage increase
granted to the officers of equal rank of senior management
of the surviving banking entity which carries on the
business of Bank or the surviving corporation which is the
parent of the Bank. If the Corporation ceases to exist and
is dissolved,and is no longer the parent holding company for
the Bank, then reference herein to the "Corporation shall
not longer be applicable to this Section 5.

Section 6. Employee Benefits. Bank maintains employee
benefits for officers and employees of Corporation and Bank
including a retirement plan and life insurance benefits.
Corporation and Bank will continue to provide for Carlton
benefits under its retirement plans and to provide Carlton
with fringe or employee benefits available to officers of
similar officer level of Bank including, but not limited to,
medical insurance, life insurance, holidays, vacations, sick

pay, leave, and participation in the Southern National
Employee Stock Ownership Plan as in effect from time to
time.

Section 7. Life Insurance. At the present time, Bank
carries, at the cost of Bank and Carlton, life insurance on
Carlton, pursuant to the Southern National Corporation
Senior Officers Insurance Program Agreement dated July 1,
1992 and pursuant to an additional Southern National
Corporation Senior Officers Insurance Program Agreement
effective October 1,1992. Corporation and Bank agree to
continue to carry and maintain in force and pay its share of
the premiums on life insurance on the life of Carlton as
required, under the Southern National Corporation Senior
Officers Insurance Program Agreements in favor of Carlton
referenced in this Section 7. Carlton may designate or
change the beneficiary of that portion of the policy
proceeds to which Carlton is entitled under such agreements,
subject to the collateral assignment of proceeds provided
for under such agreements.

Section 8. Services. Carlton agrees to devote his
full time and efforts to the business and affairs of the
Corporation and Bank and to use his best efforts to promote
and increase the business of the Corporation and Bank, to
serve in the Offices of Corporation and Bank herein set out,
and to perform any other duties which the Boards of
Directors of Corporation and Bank may from time to time
assign or delegate to him.

Section 9. Termination. In the event (1) Carlton
voluntarily severs his employment before the end of the term
of this Employment Contract, (2) becomes no longer bondable
by the surety company writing fidelity and similar type
bonds for the Bank and Corporation, or (3) becomes no longer
acceptable to the applicable banking regulatory authorities
to be an officer of the Corporation and Bank, then this
contract and the employment of Carlton by Corporation and
Bank shall terminate, and Carlton shall receive no further
salary payments or other fringe benefits provided under this
contract, except Carlton shall not forfeit any benefits to
which he had become vested prior to the time of the
happening of such event.

Section 10. Covenant Not to Compete. If Carlton
voluntarily terminates his employment with Corporation
before the end of the term of this contract, that is before
Carlton reaches age sixty-five (65), then Carlton covenants,
contracts and agrees that he shall not for his own account
or behalf or for the account of others, or as the employee,
officer, agent or representative of any other bank holding
company, bank, savings and loan association or lending or
financial institution of any type,engage in the business of
banking or lending or financial services, nor enter into the
employment of any other bank holding company, bank savings
and loan association, or any financial institution of any
type, within the geographical area of the State of North

Carolina or the State of South Carolina (in which latter
state a banking subsidiary of Southern National Corporation
operates) for a period of time beginning with the date of
such termination and ending five (5) years thereafter.

Section 11. Severability. If any provision or clause
of this Employment Contract or any application thereof to
any party or circumstance is held invalid, such invalidity
shall not affect other provisions or applications to any
party or of the Employment Contract that can be given effect
without the invalid provisions or application, and to this
end the provisions of the Employment Contract are declared
to be severable.

Section 12. Mitigation. Carlton shall be required to
mitigate the amount of any payment provided for in this
Employment Contract by seeking other employment and the
amount of any such payment shall be reduced by any
compensation earned by Carlton as the result of employment
by another employer after Carlton's termination by
Corporation and Bank.

Section 13. Continuance of Agreement. Corporation
will require any successor (whether direct or indirect, by
purchase, merger, consolidation, or otherwise) to all or
substantially all of the business of the Corporation or Bank
to expressly assume and perform all of the obligations of
this Employment Contract, in a written agreement form
satisfactory to Carlton.

Section 14. Assumption of Agreement. Unless the
parties to this Employment Contract otherwise mutually agree
in writing, the Corporation or Bank shall not merge or
consolidate with any other corporation, bank or association
until such successor entity expressly agrees to and assumes
the obligations of Corporation and Bank under this
Employment Contract.

Section 15. Payment. Should a potential successor not
agree to assume the obligations of Corporation and Bank
under this Employment Contract during a merger or
consolidation, Carlton shall be entitled to compensation
from Corporation and Bank (in the aggregate) pursuant to the
terms of Section 5 for the term of this Employment Contract
provided in Section 2.

Section 16. Indemnification. Corporation and Bank
must pay any reasonable legal fees and expenses incurred by
Carlton in seeking to obtain or enforce any right or benefit
provided under this Employment Contract, whether Carlton is
successful or not. Payments made under this Section 16
shall be paid by Corporation and Bank (in the aggregate) to
Carlton at the time Carlton incurs such legal fees or
expenses.

Section 17. Governing Law. This contract shall be
governed and construed by the Laws of the State of North
Carolina.

Section 18. Binding Effect. This contract shall be
binding upon any of the successors, assigns or personal
representatives of the parties hereto.

IN WITNESS WHEREOF, the parties have executed this
amended and restates Employment Contract, this 1st day of
January, 1994, effective as of January 1, 1994.

SOUTHERN NATIONAL CORPORATION

By:
Chairman and Chief Executive
Officer

ATTEST:

Secretary
SOUTHERN NATIONAL BANK
OF NORTH CAROLINA

By:
Chairman and Chief Executive
Officer

ATTEST:

Secretary

GARY E. CARLTON (SEAL)

EXHIBIT 10.21

Employment Contract, dated January 24, 1994,

by and between Southern National Corporation,

Southern National Bank of South Carolina

and Luther C. Boliek

NOTICE: THIS AGREEMENT IS SUBJECT TO ARBITRATION
PURSUANT TO SECTION 15-48-10 ET. SEQ. OF THE
SOUTH CAROLINA UNIFORM ARBITRATION ACT

EMPLOYMENT AGREEMENT
THIS AGREEMENT made and entered into this 24th day

of January, 1994, by and between SOUTHERN NATIONAL
CORPORATION, SOUTHERN NATIONAL BANK OF SOUTH CAROLINA, as

successor to the First Savings Bank, FSB, hereinafter
referred to as "Bank", and LUTHER C. BOLIEK of GREENVILLE,

SOUTHER CAROLINA, hereinafter referred to as "Employee",
provides as follows:

W I T N E S S E T H :
WHEREAS, The First Savings Bank, FSB ("FSB") previously

entered into an employment agreement with Employee (the "FSB
Agreement"); and

WHEREAS, Southern National Corporation, Bank, and
Employee desire to amend and restate the FSB Agreement and

substitute this employment agreement in lieu thereof as of
the Effective Data, as defined in paragraph 15.1.

NOW, THEREFORE, for and in consideration of the mutual
promises and agreements hereinafter set forth and other good

and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Employee, Southern National

Corporation, and Bank covenant and agree as follows:
ARTICLE I. EMPLOYEE'S RESPONSIBILITIES

1.1. Southern National Corporation does hereby employ
and engage Employee as Vice Chairman. Employee shall have

all responsibilities associated with such position and such
other or additional duties as may be assigned to him from

time to time by the Chairman of Southern National
Corporation or its Board of Directors consistent with the

duties and responsibilities of the position held by
Employee. Employee shall report to the Chairman of Southern

National Corporation.
1.2 Employee shall provide full-time services to Bank,

Southern National Corporation, and its other affiliates
(collectively referred to herein as "SNC"). For purposes of

this Agreement, the term "SNC" shall refer to Southern

National Corporation and its other affiliates unless the
context clearly implies that it refers only to Southern

National Corporation. Employee will assist in business
development efforts as required by Bank and SNC. Employee

will be required to work on behalf of Bank and SNC according
to a mutually agreed schedule which must meet reasonable

requirements of Bank and SNC.
1.3 The place of performance of Employee's duties

shall be in Greenville, South Carolina, except for required
business travel and other short-term business-related

obligations.
1.4 During the following Employee's employment with

Bank and SNC, Employee will not discuss or use any
confidential information or proprietary data of Bank or SNC,

in any form, except in the course of Employee's employment
with Bank and SNC.

ARTICLE II. PERFORMANCE OF DUTIES
2.1 Employee agrees that Employee will, at all times,

faithfully,industriously and to the best of Employee's
ability, experience and talents perform any duties that may

be required by and from Employee pursuant to the terms
hereof, to the reasonable satisfaction of Bank and SNC.

2.2 During the term of this Agreement, Employee agrees
not to working any other paying capacity without the prior

written consent of Bank's and SNC's management.
ARTICLE III. DURATION, SEVERANCE PAY AND SUPPLEMENTAL
RETIREMENT BENEFIT

3.1 The initial term of employment under this
Agreement shall begin as of the Effective Date, as defined

in paragraph 15.1, and shall end three (3) years later
unless the initial term (or an extended term, as the case

may be) is continued for an extended term as provided
hereinbelow, subject to prior termination. Each extended

term shall be for a period of one (1) year and shall begin
at the end of the expiring initial term (or an expiring

extended term, as the case may be). The parties hereto must
mutually agree in writing to an extended term at least sixty

(60) days prior to the end of the expiring initial term, or
an expiring extended term, whichever shall be applicable.

3.2 The death of the Employee during the term of this
Agreement shall terminate this agreement.

3.3 Employee shall receive up to six (6) months full
compensation for any period of illness or incapacity during

the term of this Agreement. Thereafter, and unless Employee
shall have resumed his full responsibilities hereunder prior

to the end of such six (6) month period, this Agreement and
the employment contemplated hereunder shall terminate.

Thereafter, Employee shall be entitled to such benefits as
to which Employee may be entitled under any short- or long-

term disability plans maintained by SNC. Management further
reserves the right to appoint another person to Employee's

position on a temporary basis during the six (6) month
period of illness or incapacity. Periods of absence de to

illness or incapacity shall be treated as months worked for
purposes of paragraph 3.6; provided, however, that no more

than six (6) months of such absence shall be in addition to,
and shall not reduce, any benefits payable under paragraphs

3.6 and 3.7.
3.4 Bank and SNC reserve the right to terminate this

Agreement at any time for Just Cause. For purposes of this
Agreement, termination for "Just Cause" shall mean

termination for personal dishonesty, willful misconduct,
breach of a fiduciary duty involving personal profit,

intentional failure to perform stated duties, willful
violation of any law, rule,regulation (other than a law,

rule or regulation relating to a traffic violation or
similar offense, the violation of which does not involve

moral turpitude and the commission of which is not a
felony), final cease-and-desist order, or material breach of

any provision of this Agreement. Should Bank or SNC and
Employee be unable to agree on whether or not Employee's

conduct, acts or omissions constitute "Just Cause" for
termination of employment within thirty (30) days after Bank

or SNC gives Employee Notice of Termination, the controversy
shall be settled by arbitration in accordance with the rules

of the South Carolina Uniform Arbitration Act in effect,
which decision shall be binding on both parties. The date

of termination for this purpose shall be the date on which
the dispute is finally determined, either by mutual written

agreement of the parties, by binding or final arbitration
award, or final judgement, order or decree of a court of

competent jurisdiction (the time for appeal having expired
and no appeal having been perfected). Employee shall not be

deemed to have been terminated for "Just Cause" without:
(a) delivery to Employee of a written Notice of

Termination from the Chairman of Southern National
Corporation explaining SNC's or Bank's intention

to terminate Employee for "Just Cause" and
specifying in detail the facts and circumstances

that are the basis for the terminating Employee's
employment; and

(b) providing an opportunity for Employee to cure any
default specified in the Notice of Termination for

a period of thirty (30) days after receipt of such
notice.

3.5 This Agreement may be terminated at any time by
either Bank, SNC or Employee for any reason, with or without

"Just Cause", by giving the other parties to this Agreement
sixty (60) days prior written notice of said termination.

3.6 Notwithstanding anything in this Agreement to the
contrary other than the provisions of Article V, upon

termination of this Agreement for any reason whatsoever
(including, but not limited to, death, disability,

termination by any party hereto with or without "Just
Cause") and in all events, Bank or SNC shall pay to Employee

(or his beneficiary or his estate in the event of his death)
as severance pay an amount equal to three (3) times his Base

Salary, as defined in paragraph 4.1. The amount of any
severance pay in the preceding sentence shall be reduced by

one thirty-sixth (1/36th) for each calendar month Employee
works (or is deemed to work (such deemed work not to exceed

six (6) months) in accordance with paragraph 3.3) for Bank
of SNC, beginning on the Effective Date of this Agreement,

as defined in paragraph 15.1. In addition to the severance
pay previously described in this paragraph 3.6 and the

Supplemental Retirement Benefit described in paragraph 3.7,
if this Agreement is terminated by Bank or SNC without "Just

Cause", then Employee shall also receive any vested amounts
to which he is entitled under the terms of any incentive or

deferred compensation plan. Bank and SNC shall pay the
severance benefits under this paragraph 3.6 in a lump sum

payment within thirty (30) days after termination of this
Agreement. In the event that the amount payable to Employee

under this paragraph should cause a "parachute payment", as
defined in section 280G(b)(2) of the Internal Revenue Code

of 1986, as amended ("Code"), then such amount shall be
reduced One Dollar ($1.00) at a time until the payment will

not constitute a parachute payment. In the event the amount
Employee receives under this paragraph should be incorrectly

calculated so that such amount constitutes a parachute
payment, then Employee will promptly refund the excess

amount. Excess amount shall mean the amount in excess of
Employee's base amount, as defined in Code section

280G(b)(3), multiplied by 2.999. The severance benefits in
this paragraph 3.6 are in addition to any other benefits

Employee (or his beneficiary or his estate, as the case may
be) may be entitled to upon termination of this Agreement,

including, but not limited to, the Supplemental Retirement
Benefit in paragraph 3.7. It is the intention of the

parties to this Agreement that the severance benefits in
this paragraph 3.6 shall be paid to Employee (or his

beneficiary or his estate in the event of his death) without
regard to the reason for the termination of this Agreement

and without regard as to who terminated this Agreement. The
severance pay in this paragraph 3.6 is a vested benefit.

3.7 Notwithstanding anything in this Agreement to the
contrary other than the provisions of Article V, upon

termination of this Agreement for any reason whatsoever
(including, but not limited to, death, disability,

termination by any party hereto with or without "Just Cause"
or expiation of the later of the initial term or an extended

term as provided for in paragraph 3.1) and in all events,
SNC shall pay to Employee (or his beneficiary or his estate

in the event of his death) a Supplemental Retirement
Benefit. The Supplemental Retirement Benefit shall be

payable in the actuarially equivalent form of a lump sum
amount calculated as follows:

(A) SNC shall multiply the Employee's "Final Average
Monthly Compensation", as defined below, by sixty-
five (65%) percent.

(B) From the amount determined in (A) SNC shall
subtract the "Offset Amount", as defined below.

(C) From the result in (B) SNC using the Actuarial
Assumptions, as defined below, shall actuarially
determine the lump sum present value as of the
Date of Termination based upon the Employee
receiving the monthly payments for his life with
one hundred twenty (120) guaranteed monthly
payments so that the payments would cease upon the
later of Employee's death or upon one hundred
twenty (120) monthly payments having been made.
The fact that the Employee is then deceased shall
have no effect upon the calculation in the
preceding sentence.

For purposes of determining the Supplemental Retirement
Benefit, the following definitions shall apply:

(I) "Final Average Monthly Compensation" means
the average of the Employee's base annual
salary with Bank and SNC for the five (5)
consecutive full calendar year period
preceding his Date of Termination which
produces the highest average and further
divided by twelve (12).

(II) "Offset Amount" shall be calculated as
follows:

(1.1) Employee's "Final Average Monthly
Compensation", as defined above, shall
be multiplied by 0.0135;

(1.2) Employee's Final Average Monthly
Compensation", as defined above, in
excess of the "Monthly Covered
Compensation Amount", as defined below
shall be multiplied by 0.0006;

(1.3) The amounts determined in (1.1) and
(1.2) shall be added together;

(1.4) The total amount determined in (1.3)
shall be multiplied by thirty-five (35);

(1.5) The amount determined in (1.4) shall be
multiplied by a fraction which shall not
exceed one (1). The numerator of the
fraction shall be Employee's number of
Years of Service with FSB and SNC
reduced by three (3) and the denominator
of the fraction shall be forty (40).
The amount determined in this (1.5)
shall not exceed the maximum monthly
benefit payable under a defined benefit
pension plan as determined in Section
415 of the Internal Revenue Code of
1986, as amended; and

(1.6) The amount determined in (1.5) shall be
further reduced by a one-fifteenth
(1/15th) fraction for each of the first
five (5) years by which the date payment
of the Supplemental Retirement Benefit
commences prior to the first day of the
calendar month immediately preceding
Employee's sixty-fifth (65th) birthday
and a one-thirtieth (1/30th) fraction
for each additional year by which the
date payment of the Supplemental
Retirement Benefit commences prior to
the first day of the calendar month
immediately preceding Employee's sixty-
fifth (65th) birthday. The reduction in
this (1.6) shall be calculated to the
nearest month.

(III) "Monthly Covered Compensation Amount" means
the average of the Social Security taxable
wage bases for the thirty-five (35) calendar
years ending with the calendar year the
Employee attains his sixty-fifth (65th)
birthday. If the Employee's Date of
Termination occurs prior to his sixty-fifth
(65th) birthday, the taxable wage base as of
the Date of Termination shall be used in
computing such average for any future year
which is not otherwise known.

(IV) "Years of Service" means the twelve (12)
consecutive month period from January 1 to
December 31 during which the Employee
performs at least one thousand hours of
service for FSM or SNC as an Employee. As of
February 1, 1994, Employee has 34 Years of
Service.

(V) "Actuarial Assumptions" shall mean that the
actuary shall use age to nearest month, an

interest rate of 8.50% and the 1971 Group
Annuity Mortality Table - Male in making the
calculation herein.

(VI) "Date of Termination" means the date this
Agreement terminates.
As of February 1, 1994, based upon the above formula

the Supplemental Retirement Benefit would be $798,659.40 and
the calculation thereof is shown on Exhibit A which is

attached to this Agreement and is made a part hereof by
reference.

SNC shall pay the Supplemental Retirement Benefit in a
lump sum payment within thirty (30) days after the

termination of this Agreement. The Supplemental Retirement
Benefit provided in this paragraph 3.7 is in addition to any

other benefits Employee (or his beneficiary or his estate,
as the case may be) may be entitled to upon termination of

this Agreement. It is the intention of the parties to this
Agreement that the Supplemental Retirement Benefit in this

paragraph 3.7 shall be paid to Employee (or his estate in
the event of his death) without regard to the reason for the

termination of this Agreement and without regard as to who
terminated this Agreement. The Supplemental Retirement

Benefit, calculated in the manner provided in this paragraph
3.7 (but not necessarily the February 1, 1994 amount shown

above, is a vested benefit.
3.8 Should this Agreement terminate pursuant to

paragraph 3.2 or 3.3, Employee,Employee's legal guardian,
estate or beneficiary, as designated by Employee (or his

legal guardian, as the case may be) in writing, shall be
entitled to the balance of any payments to which Employee is

entitled under this Agreement.
3.9 The FSB Agreement, effective September 30, 1992,

as amended, and all prior employment agreements between FSB
and Employee are canceled and terminated on the Effective

Date, as defined in paragraph 15.1.
ARTICLE IV. COMPENSATION AND BENEFITS

4.1 Bank or SNC shall pay Employee and Employee agrees
to accept from Bank or SNC, in payment for Employee's

faithful performance of his duties hereunder a "Base Salary"

of Two Hundred Sixty Thousand and no/100 Dollars
($260,000.00) per year, as increased from time to time as

provided below, payable in equal installments not less
frequently than monthly. Employee's Base Salary shall be

reviewed at least once per year by Employee's supervisor and
may be increased from time to time in accordance with normal

business practices of Bank and SNC.
4.2 In addition to Employee's Base Salary, Employee

shall also be entitled to participate in any employee
benefit or incentive compensation plan maintained by Bank or

SNC which is generally available to similarly situated full-
time employees of Bank or SNC.

ARTICLE V. BANKING REGULATION
5.1 Notwithstanding any term of this Agreement to the

contrary,this Agreement is subject to the following terms
and conditions:

(1) Bank or SNC may terminate Employee's employment in
accordance with paragraph 3.4 or 3.5, but any termination by

Bank or SNC shall not prejudice Employee's right to
compensation earned or other vested benefits or vested

rights under this Agreement.
(2) Bank's or SNC's obligations to provide

compensation or other benefits to Employee under this
Agreement may be suspended if Bank or SNC has been served

with a notice of charges by the appropriate federal banking
agency under provisions of Section 8 of the Federal Deposit

Insurance Act (12 U.S.C. 1818) directing Bank or SNC to
cease making payments required hereunder; provided, however,

that
(a) Bank or SNC, respectively, agree to use its

best efforts to oppose any such notice of charges
as to which there are reasonable defenses;

(b) In the event the notice of charges is
dismissed or otherwise resolved in a manner that

will permit Bank or SNC to resume its obligations
to provide compensation or other benefits

hereunder, Bank and SNC shall resume such payments
and shall also pay Employee the compensation

withheld while the contract obligations were
suspended; and

affected including, but not limited to, the rights
provided in paragraphs 3.6 and 3.7 of this

Agreement, except to the extent precluded by such
notice.

(3) Bank's or SNC's obligations to provide
compensation or other benefits to Employee under this

Agreement shall be terminated to the extent a valid, non-
appealable order has been entered by the appropriate federal

banking agency under provisions of Section 8 of the Federal
Deposit Insurance Act (12 U.S.C. 1818) directing Bank or SNC

not to make the payments required hereunder; provided,
however, that the vested rights of the contracting parties

shall not be affected by such order including, but not
limited to, the rights provided in paragraphs 3.6 and 3.7 of

this Agreement except to the extent precluded or prohibited
by such order.

(4) Bank's or SNC's obligations to provide
compensation or other benefits to Employee under this

Agreement shall be terminated or limited to the extent
required by the provisions of any final regulation or order

of the Federal Deposit Insurance Corporation promulgated
under Section 18(k) of the Federal Deposit Insurance Act

(12 U.S.C. 1828(k) limiting or prohibiting any "golden
parachute payments", as defined therein, but only to the

extent that the compensation or payments to be provided
under this Agreement are so prohibited or limited.

(5) Notwithstanding the foregoing, no statute, rule,
regulation,order, notice of charges or other item that might

prevent or impair Bank from performing its obligations under
this Agreement shall excuse SNC from performing its

obligations hereunder except to the extent SNC is
specifically subject to such statute, rule, regulation,

order, notice of charges or other item; similarly, not
statute, rule, regulation, order, notice of charges or other

item that might prevent or impair SNC from performing its
obligations under this Agreement shall excuse Bank from

performing its obligations hereunder except to the extent
Bank is specifically subject to such statute, rule,

regulation, order, notice of charges or other item.
(6) Nothing contained herein shall obligate Bank or

SNC to make any payment prohibited by law.
ARTICLE VI. WAIVERS AND MODIFICATIONS

6.1 The parties to this Agreement agree that no
waiver, amendment or modification of this Agreement or any

covenant, condition or limitation shall be valid unless in
writing and duly executed by the parties to this Agreement

and that no evidence of any waiver, amendment, or
modification shall be offered or received in evidence in any

proceeding or litigation arising out of or affecting this
Agreement, unless such waiver, amendment, or modification is

in writing, and duly executed. The parties to this
Agreement further agree that the provisions of this Article

VI may not be waived except as mutually agreed in writing
and that the provisions of this Agreement constitute a

waiver of the FSB Agreement, as amended, between Employee
and FSB as of the Effective Date, as defined in paragraph

15.1.
ARTICLE VII. CONSTRUCTION

7.1 The parties to this Agreement do hereby agree that
it is their intention and covenant that this Agreement and

performance hereunder and all suits and special proceedings
hereunder be construed in accordance with and under and

pursuant to the Laws of the State of South Carolina and that
in any action, special proceeding or other proceeding that

may be brought arising out of, in connection with or by
reason of this Agreement, the Laws of the State of South

Carolina shall be applicable and shall govern to the
exclusion of the law of any other forum, without regard to

the jurisdiction in which any action or special proceeding
may be instituted.

7.2 Any dispute or controversy arising under or in
connection with this Agreement shall be settled exclusively

by arbitration in accordance with the requirements of the
South Carolina Uniform Arbitration Act then in effect. All

arbitration shall be held in Greenville, South Carolina.
The arbitrators' expenses and fees, together with other

expenses of arbitration, not including counsel fees,
incurred in the conduct of the arbitration, shall be paid as

provided in the arbitration award. Each party shall beat
its own respective counsel fees.

ARTICLE VIII. VALIDITY, ENFORCEABILITY
8.1 If any term or provision of this Agreement or the

application thereof to any person or circumstance shall, to
any extent be invalid or unenforceable, the remainder of the

Agreement, or the application of such term or provision to
persons or circumstances other than those as to which it is

held invalid or unenforceable, shall not be affected
thereby, and each term and provision of this Agreement shall

be valid and be enforced to the fullest extent permitted by
law.

8.2 This Agreement shall be binding upon and inure to
the benefit of the respective parties to this Agreement and

their executors, administrators, heirs, personal
representatives, legal representatives, successors, assigns

and affiliates. This Agreement is personal to Employee, and
Employee may not assign this Agreement.

ARTICLE IX. MERGERS AND CONSOLIDATIONS
9.1 Bank and SNC will require any successor (whether

direct or indirect, by purchase, merger, consolidation, or
otherwise) to all or substantially all of the business of

SNC to expressly assume and perform all of the obligations
of this Agreement.

9.2 Unless the parties to this Agreement otherwise
mutually agree in writing, SNC shall not merge or

consolidate with any other corporation, bank or association
until such successor entity expressly agrees to and assumes

the obligation of Bank or SNC set forth in this Agreement.
9.3 Should a potential successor not agree to assume

the obligations of Bank or SNC under this Agreement during a
merger or consolidation, Employee shall be entitled to

compensation from Bank or SNC under the terms of paragraphs
3.6 and 3.7 payable no later that the earlier of (i) sixty

(60) days from the date of notice of the failure of the
successor to agree to assume the obligations of Bank and SNC

or (ii) the date of merger or consolidation.
ARTICLE X. AMENDMENTS

10.1 This Agreement may not be amended or modified
except by written instrument signed by all of the parties to

this Agreement. The parties agree that this Agreement
constitutes an amendment to the FSB Agreement, as amended,

effective as of the Effective Date, as defined in paragraph
15.1.

ARTICLE XI. AMENDMENT OR TERMINATION OF BENEFITS PLANS
11.1 Notwithstanding anything in this Agreement to the

contrary and except for the severance pay under paragraph
3.6 and the Supplemental Retirement Benefit under paragraph

3.7 Bank and SNC retain the absolute and sole right to
modify, amend or terminate any employee benefit plan

maintained by Bank or SNC. In such event, any benefit
described in this Agreement for Employee shall be determined

based upon such modified, amended or terminated plan as then
in existence, in accordance with applicable laws and

regulations.
ARTICLE XII. NON-COMPETITION

12.1 In the event of termination for any reason
(including, but not limited to Just Cause), Employee will

not for a period of twenty-four (24) consecutive months (or
such shorter or longer period for which Employee has been

paid the severance pay under paragraph 3.6 of this
Agreement) without the prior written approval of management,

become an officer, executive, agent, partner, employee, or
director of any business enterprise in substantial direct

competition with Bank or SNC, such as any federal or state
savings and loan association, bank, mortgage banking company

or similar financial institution.
The area comprising the non-competition covenant shall

be a fifty (50) mile radius of any office, branch, or

facility of Bank or SNC, for which Employee physically
performed duties during the term of this Agreement.

12.2 In regard to this non-competition covenant Bank,
SNC and Employee mutually and irrevocably agree as follows:

(a) The non-competitive covenant is ancillary to and
an integral part of this Agreement.

(b) The geographic limitation and duration period are
regarded by Employee, Bank and SNC as reasonable, and that

the non-competition covenant is necessary for the protection
of the business of Bank and SNC. Employee also expressly

acknowledges that for the non-competition covenant, Employee
has received full and adequate consideration and such

consideration was accepted by Employee with full knowledge
and awareness of the restrictions in this Agreement.

Further, Employee agrees that this non-competition covenant
does not deprive Employee of a reasonable opportunity to

earn a livelihood.
(c) If any one of the restrictions contained in this

Article XII shall for any reason be held to be excessively
broad, it shall be deemed amended by limiting and reducing

it so as to be valid and enforceable to the extent
compatible with applicable South Carolina law. It is the

express intent of Employee, Bank, and SNC that the non-
competition covenant contained herein be divisible, and that

in all events the bargained-for agreement of the parties to
this Agreement be enforced, and the parties to this

Agreement expressly agree to be bound by the restraints
deemed to be reasonable in the event of such finding of

excessiveness.
ARTICLE XIII. NOTICE

13.1 For purpose of this Agreement, notices and all
other communications relevant to this Agreement shall be in

writing and deemed to have been duly given when personally
delivered or mailed by United States Certified or Registered

Mail, return receipt requested, postage prepaid, address as
follows:

Employee or to Bank

Mr. Luther C. Boliek Southern National
Corporation
310 Pimlico Road Attn: Corporate Secretary
Greenville, SC 29607 Southern National
Financial Center
P.O. Box 1290
Winston-Salem, NC 27102-1290
or to such other address as either party to this Agreement

may have furnished to the other in writing in accordance
herewith, except that notices of change of address shall be

effective only upon receipt.
ARTICLE XIV. ENTIRE AGREEMENT

14.1 This Agreement sets forth all the promises,
convenants, agreements, conditions and understandings

between the parties to this Agreement with respect to the
subject matter hereof, and supersedes all prior and

contemporaneous agreements, understandings, inducement or
conditions, express or implied, oral or written, with

respect thereto, except as contained herein. Moreover, no
waiver by any party to this Agreement of any condition or

breach or any term, covenant, representation or warranty
contained in this Agreement, whether by conduct or

otherwise, in any one or more instances, shall be deemed or
construed as a further or continuing waiver of any such

condition or breach, nor shall it be deemed or construed as
a waiver of any other condition or as a waiver of the breach

of any other term, covenant, representation or warranty set
forth in this Agreement.

ARTICLE XV. MISCELLANEOUS
15.1 The "Effective Date" of this Agreement is February

1, 1994.
IN WITNESS WHEREOF, Southern National Corporation and

Bank, by their duly authorized officers, and Employee have
hereunto set their hands and seals this the day and year

first written above.

IN THE PRESENCE OF: SOUTHERN NATIONAL CORPORATION

By:
Its:

IN THE PRESENCE OF: SOUTHERN NATIONAL BANK OF
SOUTH CAROLINA

By:
Its:

LUTHER C. BOLIEK

EMPLOYMENT AGREEMENT
APPENDIX

NAME: Luther C. Boliek Effective: February
1, 1994

1. Physical Examination

Employee shall be entitled to an annual physical

examination to be conducted by a qualified, licensed
medical doctor of his choice in Greenville, South

Carolina. The examination shall be a thorough one, as
defined by the policy of the Bank, or as prescribed by

the medical doctor with the Bank's approval, within the

reasonable constraints of coverages and costs befitting
the circumstances. The cost of said examinatin will be

paid by the Bank upon presentation of a statement for
services. A report as to the condition of Employee

will be made available to the Bank's and SNC's

Compensation and Benefits Administrators for review,
and Employee agrees to release said report to the

Bank's and SNC's Compensation and Benefits
Administrators upon completion of his annual physical

examination.

2. SNC will continue to provide Employee the club
memberships provided to Employee by The First Savings

Bank, FSB, as of the Effective Date of the Employment
Agreement, as provided in paragraph 15.1 thereof.

EXHIBIT A TO EMPLOYMENT AGREEMENT

Example of computation of Supplemental Retirement Benefit.

ASSUMPTIONS AND COMPUTATIONS:

1. Birthdate of Employee - September 24, 1937
Birthdate of Employee's Spouse - March 15, 1937

2. Date of Employment with Bank - December 16, 1959

3. Employee's Final Average Monthly Compensation is
$17,985

4. Monthly Covered Compensation Amount is $3,080

5. Employee's Date of Termination is February 1, 1994
Employee's number of Years of Service with Bank and SNC
at Date of Termination is thirty-four (34).

6. The maximum monthly benefit payable under a defined
benefit pension plan under section 415 of the Internal
Revenue Code of 1986, as amended (in effect at Date of
Termination) is $8,910.

7. The Offset Amount is calculated pursuant to paragraph
3.7 (II) in the Agreement as follows:

(1.1) $17,985 x 0.0135 = $ 242.80
(1.2) $17,985 - 3080 = $14,905.00
x 0.006
$ 89.43

(1.3) $242.80 + 89.43 = $ 332.23
(1.4) $332.23 x 35 = $11,628.05
(1.5) 34 - 3 x 11,628.05 = $
9,011.74
40

(1.6) $8,910.00 is used since $9,011.74 exceeds the
Section 415 limit.

The Offset Amount is $4,875.75

The Supplemental Retirement Benefit payable as a lump
sum amount of $798,659.40 is determined as follows:

(i) $17,985 x 65% = $11,690.25
(ii) Offset Amount - 4,875.75
(iii) Supplemental Retirement $ 6,814.50

Date: January 24, 1994 Initial:
Initial:

EXHIBIT 10.22

Executive Change in Control Agreement

dated January 1, 1994,

by and between Southern National Corporation

and G. Lee Cory

SOUTHERN NATIONAL CORPORATION
EXECUTIVE CHANGE IN CONTROL AGREEMENT

THIS AGREEMENT made and entered into this 1st day
of January, 199 4 , by and between SOUTHERN NATIONAL

CORPORATION ("SNC"), together with its affiliates
hereinafter referred to as "the Company" and G. Lee Cory,

hereinafter referred to as "Executive" provides as follows:

W I T N E S S E T H :

WHEREAS, SNC's Board of Directors (the "Board")
believes that, in the event of a threat or occurrence of a

bid to acquire or change control on SNC or to effect a
business combination, it is in the best interest of SNC and

its present and future shareholders that the business of the
Company be continued with a minimum of disruption, and that

such objective will be achieved only if its key management
employees are given assurances of employment security so

they will not be distracted by personal uncertainties and
risks created during any such period; and

WHEREAS, SNC believes that the giving of such
assurances will (a) secure the continued services of its key

operational management executives in the performance of both
their regular duties and such extra duties as may be

required of them during any such period of uncertainty; (b)
enable it to rely on such executives to manage the affairs

of the Company during any such period with less concern for
their personal risks; and (c) give it the ability to attract

new key executives as needed; and
WHEREAS, the Compensation Committee (the "Committee")

of the Board has recommended, the Board has approved,
entering into change in control agreements with key

management executives of the Company recommended by
management and approved by the Committee in order to achieve

the foregoing objectives; and
WHEREAS, Executive is a key management executive of the

Company;

NOW, THEREFORE, for and in consideration of the mutual
promises and agreements hereinafter set forth and other good

and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Company and Executive

covenant and agree as follows:

ARTICLE I
DEFINITIONS

1.01. Agreement means the Southern National Corporation

Executive Change in Control Agreement.
1.02. Board means SNC's Board of Directors.

1.03. Change in Control means the ownership, holding or
power to vote more than twenty-five percent (25%) of SNC's

voting stock, the control of the election of a majority of
SNC's directors, or the exercise of a controlling influence

over the management or policies of SNC by any person or
persons acting as a group within the meaning of section

13(d) of the Securities Exchange Act of 1934. For purposes
of this section 1.03, the term "persons" means an individual

or a corporation, partnership, trust, association, joint
venture, pool syndicate, sole proprietorship, unincorporated

organization or any other form of entity not specifically
listed herein.

1.04. Change in Control Date means the date on which a
Change in Control occurs.

1.05. Code means the Internal Revenue Code of 1986, as
amended.

1.06. Company means Southern National Corporation and
its subsidiaries and affiliates, as applicable, or their

successors.
1.07. Compensation means the base salary paid or payable

to Executive during or with respect to the twelve (12) month
period preceding the date of Executive's termination of

employment. Compensation also shall include the average of
any annual incentive bonuses or other incentive amounts paid

or payable to Executive during or with respect to the
thirty-six (36) month period preceding the date of

Executive's termination of employment. If Executive has not
been employed for twelve (12) or thirty-six (36) months, as

applicable, at the time of Executive's termination of
employment, Executive's "Compensation" shall be Executive's

annualized base salary at the rate then in effect and the
average of any annual incentive bonuses or other incentive

amounts paid to Executive prior to the date of Executive's
termination of employment or payable to Executive with

respect to Executive's period of employment.
1.08. Employment Period means the period commencing on

the Change in Control Date or such earlier date as
Executive's employment is terminated as a result of or in

conjunction with a Board-approved contemplated Change in
Control and ending on the earlier to occur of (a) the third

anniversary of such date, or (b) the Executive's normal
retirement date (or what would have been his normal

retirement date), as determined under the Southern National
Retirement Plan, as amended from time to time.

1.09. ERISA means the Employee Retirement Income
Security Act of 1974, as amended.

1.10. Just Cause means termination of employment for
personal dishonesty, willful misconduct, breach of a

fiduciary duty involving personal profit, intentional
failure to perform stated duties, willful violation of any

law, rule, regulation (other than a law, rule or regulation
relating to a traffic violation or similar offence, the

violation of which does not involve moral turpitude and the
commission of which is not a felony), or final cease-and-

desist order.

ARTICLE II

APPLICABILITY OF AGREEMENT

2.01. Termination.
This Agreement is not an employment contract; SNC may

terminate Executive's employment with the Company at any
time for any reason pursuant to the Company's normal

employment policies and practices. However, if such
termination occurs for any reason after a Change in Control

of SNC or as a result of or in conjunction with a Board-
approved contemplated Change in Control of SNC and before

the end of the Employment Period, Executive will be entitled
to receive severance benefits in accordance with this

Agreement.
2.02. Effect of Change in Control.

Upon a Change in Control of SNC while Executive is in
the employ of the Company or upon a termination resulting

from or in conjunction with a Board-approved contemplated
Change in Control of SNC, this Agreement and all of its

provisions shall become operative immediately and shall not
thereafter be amended or rescinded. Until such time, no

benefits shall be payable hereunder.

ARTICLE III
BENEFITS

3.01. Employment.

If Executive is in the employ of the Company on a
Change in Control Date, the Company will continue to employ

Executive and Executive will remain in the employ of the
Company for Employment Period. After a Change in Control

Date, Executive shall exercise such authority and perform
such executive duties as are commensurate with the authority

being exercised and duties performed by Executive
immediately prior to the Change in Control Date, which

services shall be performed at the location where the

Executive was employed immediately prior to the Change in
Control Date.

3.02. Compensation.
During the Employment Period, the Company will (a)

continue to pay Executive a base salary in an amount not
less than the amount Executive was receiving immediately

prior to Change in Control Date, including pay increases
which shall be, at a minimum, the average percentage

increase granted to other senior management of the Company
with essentially similar positions or responsibilities and

(b) pay Executive annual bonuses which shall be the greater
of: (i) a bonus equal to the average of any annual incentive

bonuses or other incentive amounts paid or payable to
Executive during or with respect to the thirty-six (36)

month period preceding the Change in Control date; (ii) an
average of the bonus amounts or percentage awards paid other

senior management employees with essentially similar
positions or responsibilities for such period; or (iii) an

amount equal to twenty-five percent (25%) of Executive's
annual base salary.

3.03. Termination of Employment.
(a) If Executive's employment is terminated prior to

but as a result of or in conjunction with a Board-approved
contemplated Change in Control or if during the Employment

Period (i) Executive's employment is terminated by the
Company without Just Cause or (ii) there is a material

reduction in Executive's Compensation or employment related
benefits, or a material change in Executive's status,

title(s), offices, place of employment, working conditions
or management responsibilities (other than changes in

reporting or management responsibilities to reflect sound
business practices commonly followed by other comparable

institutions or required by applicable federal or state
law), and Executive voluntarily terminates employment within

ninety (90) days of such event, or the last in a series of
events, then Executive shall be entitled to receive a lump

sum payment in an amount equal to three (3) times
Executive's Compensation. In the event a payment is

triggered under this paragraph 3(a) within three (3) years
of what would have been Executive's normal retirement date,

as determined under the Southern National Retirement Plan,
such payment shall be limited to an amount equal to the

product of three (3) times the Executive's Compensation
multiplied by a fraction, the numerator of which equals the

number of full or partial months between the date or event
triggering the payment and Executive's normal retirement

date, as determined under the Southern National Retirement
Plan, and the denominator of which equals thirty-six (36).

Further, to the extent any payment under this agreement 3(a)
(and any other payments required to be taken into account)

cause a "parachute payment", as defined in Code section
280G(b)(2), such aggregate amounts shall be reduced by one

dollar ($1.00) at a time until the aggregate of all such
payments do not constitute a parachute payment. Such amount

shall be paid to Executive within fifteen (15) business days
after Executive's termination of employment is terminated

prior to a Change in Control Date or during the Employment
Period, and the events described in (i) or (ii) do not occur

and such termination is not a result of or in conjunction
with a Board-approved contemplated Change in Control,

Executive's rights under this Agreement shall terminate.
(b) In addition to the payment provided for in section

3.03(a), or any other arrangement between the Company and
Executive, and subject to the adjustment provided in section

3.03(a), Executive is entitled to (i) any benefits that
become vested under any accelerated vesting provisions of

any Company-sponsored non-qualified deferred compensation
plan and any benefits due Executive as a result of the

exercise of a stock option, restricted stock or other award
to which Executive is entitled under any stock option or

stock-based compensation plan, and (ii) any other payments
or benefits due him that do not constitute "parachute

payments" (as defined in Code section 280G), including
amounts that Executive is entitled to receive under SNC's

qualified employee pension benefit plans and employee
welfare benefit plans.

3.04. Mitigation.
Executive shall not be required to mitigate the amounts

of any payment provided for in this Agreement by seeking
other employment or otherwise, nor shall the amount of any

such payment be reduced by any compensation earned by
Executive as the result of employment by another employer

after Executive's termination by the Company.
3.05. Death Benefits.

(a) If Executive dies before receiving the amounts
described in the preceding sections of this Article III, the

balance remaining to be paid shall be paid to Executive's
Beneficiary at the times and in the manner provided in those

sections.

ARTICLE IV
AMENDMENT OR TERMINATION

4.01 Amendment and Termination.

SNC may, with the consent of Executive, modify, alter,
amend or terminate this Agreement, in whole or in part at

any time. An amendment may be made retroactively if it is
necessary to make this Agreement conform to applicable law

or agreeable to the parties. No amendment or modification
of this Agreement or any covenant, condition or limitation

shall be valid unless in writing and duly executed by the
parties to this Agreement.

ARTICLE V

MERGERS AND CONSOLIDATIONS

5.01 Continuance of Agreement.
SNC will require any successor (whether direct or

indirect, by purchase, merger, consolidation, or otherwise)
to all or substantially all of the business to expressly

assume and perform all of the obligations of this Agreement,
in a written agreement form satisfactory to the Executive.

5.02. Assumption of Agreement.

Unless the parties to this Agreement otherwise mutually
agree in writing, SNC shall not merge or consolidate with

any other corporation, bank or association until such
successor entity expressly agrees to and assumes the

obligation of the Company set forth in this Agreement.
5.03. Payment.

Should a potential successor not agree to assume the
obligations of the Company under this Agreement during a

merger or consolidation, Executive shall be entitled to
compensation from Company under the terms of section 3.03.

ARTICLE VI

GENERAL PROVISIONS

6.01. Construction.
Headings and subheadings used in this Agreement have

been inserted for convenience of reference only and must be
ignored in any construction of the provisions. If a

provision of this Agreement is illegal or invalid, that
illegality or invalidity does not affect other provisions in

this Agreement. Any term with an initial capital not
expected by capitalization rules is a defined term according

to Article I of this Agreement. This Agreement must be
construed according to the applicable provisions of the Code

in a manner that assures that the Agreement provides the
benefits and tax consequences intended for Executives.

6.02. Governing Law.
This Agreement shall be construed, enforced and

administered in accordance with the Laws of the State of
North Carolina (other than its choice of law rules), except

to the extent that those laws are superseded by the laws of
the United States of America.

6.03. Indemnification.
The Company must pay any reasonable legal fees and

expenses incurred by Executive in seeking to obtain or
enforce any right or benefit provided under this Agreement,

whether Executive is successful or not. Payments made under

this section 6.03 shall be paid by Company to Executive at
the time Executive incurs such legal fees or expenses.

6.04. Agreement Creates No Separate Rights.
The creation, continuance, or change in this Agreement

or any payment made pursuant to this Agreement, does not
give any person a non-statutory legal or equitable right

against the Company or any of the Company's officers,
agents, or other persons employed by the Company. This

Agreement does not modify the terms of Executive's
employment.

6.05. Notice.
For purposes of this Agreement, notices and all other

communications relevant to this Agreement shall be in
writing and deemed to have been duly given when personally

delivered or mailed by United States Certified or Registered
Mail, return receipt requested, postage prepaid, addressed

as follows:

Executive or to Company

Mr. G. Lee Cory Southern National Corporation
Southern National Bank of S.C. Attn: Corporate Secretary
P.O. Box 408 Southern National Financial Center
Greenville, SC 29602 P.O. Box 1290
Winston-Salem, NC 27102-1290
or to such other address as any party to this Agreement may

have furnished to the other in writing in accordance
herewith, except that notices of change of address shall be

effective only upon receipt.
6.06. Entire Agreement.

This Agreement sets forth all the promises, covenants,
agreements, conditions and understandings between the

parties to this Agreement with respect to the subject matter
hereof, and supersedes all prior and contemporaneous

agreements, understandings, inducement or conditions,
express or implied, oral or written, with respect thereto,

except as contained herein.
6.07. Effective Date and Automatic Termination.

This Agreement is effective January 1, 1994. It
automatically terminates on Executive's normal retirement

date, as defined under the Southern National Retirement
Plan, unless a Change of Control has occurred or Executive

is terminated before such date as a result of or in
conjunction with a Board-approved contemplated Change in

Control of SNC.
IN WITNESS WHEREOF, SNC, by their duly authorized

officers (for itself and the Company), and Executive have
hereunto set their hands as of the day and year first

written above.

SOUTHERN NATIONAL CORPORATION

By:
Its:

Executive

EXHIBIT 10.23

Executive Change in Control Agreement

dated January 1, 1994,

by and between Southern National Corporation

and Charles Royce Hough

SOUTHERN NATIONAL CORPORATION
EXECUTIVE CHANGE IN CONTROL AGREEMENT

THIS AGREEMENT made and entered into this 1st day
of January, 199 4 , by and between SOUTHERN NATIONAL

CORPORATION ("SNC"), together with its affiliates
hereinafter referred to as "the Company" and Charles Royce

Hough, hereinafter referred to as "Executive" provides as
follows:

W I T N E S S E T H :

WHEREAS, SNC's Board of Directors (the "Board")

believes that, in the event of a threat or occurrence of a
bid to acquire or change control on SNC or to effect a

business combination, it is in the best interest of SNC and
its present and future shareholders that the business of the

Company be continued with a minimum of disruption, and that
such objective will be achieved only if its key management

employees are given assurances of employment security so
they will not be distracted by personal uncertainties and

risks created during any such period; and
WHEREAS, SNC believes that the giving of such

assurances will (a) secure the continued services of its key
operational management executives in the performance of both

their regular duties and such extra duties as may be
required of them during any such period of uncertainty; (b)

enable it to rely on such executives to manage the affairs
of the Company during any such period with less concern for

their personal risks; and (c) give it the ability to attract
new key executives as needed; and

WHEREAS, the Compensation Committee (the "Committee")
of the Board has recommended, the Board has approved,

entering into change in control agreements with key
management executives of the Company recommended by

management and approved by the Committee in order to achieve
the foregoing objectives; and

WHEREAS, Executive is a key management executive of the
Company;