<PAGE>
As filed with the Securities and Exchange Commission on February 28, 1995.
Registration Statement No. 33- _____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
____________________
SOUTHERN NATIONAL CORPORATION
(Exact name of Registrant as specified in its Charter)
North Carolina 56-0939887
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
500 North Chestnut Street
Lumberton, North Carolina 28358
(Address of principal executive office, including zip code)
SOUTHERN NATIONAL CORPORATION
OMNIBUS STOCK INCENTIVE PLAN
(Full title of the Plan)
______________________
David L. Craven, Esq.
Southern National Bank of North Carolina
200 West Second Street
3rd Floor
Winston-Salem, North Carolina 27101
910-773-7390
(Name, address, including zip code, and telephone number including area code, of
agent for service)
With copies to:
Mark S. Dray, Esq. David L. Craven, Esq.
David M. Carter, Esq. Southern National Bank of North Carolina
Hunton & Williams 200 West Second Street
Riverfront Plaza, East Tower 3rd Floor
951 East Byrd Street Winston-Salem, North Carolina 27101
Richmond, Virginia 23219-4074 910-773-7390
804-788-8200
____________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share offering price registration fee
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $5 par
value 4,000,000 shares $22.00(*) $88,000,000.00 $30,345
=======================================================================================================
</TABLE>
(*) Estimated solely for the purpose of computing the registration fee.
This amount was calculated pursuant to Rule 457(c) on the basis of $22.00 per
share, which was the average of the high and low prices of the Common Stock on
the New York Stock Exchange on February 21, 1995, as reported in the Wall Street
Journal.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with the Securities and Exchange Commission
(the "Commission").
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed with the Commission.
I-1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Southern National Corporation (the "Company" or "SNC") hereby
incorporates by reference in this Prospectus the following documents filed with
the Commission: The following documents concerning SNC (File No. 1-10853) are
incorporated by reference herein: (i) the Company's Annual Report on Form 10-K
for the year ended December 31, 1993, the consolidated financial statements and
certain other information therein having been superseded by the consolidated
financial statements and certain other information for the year ended December
31, 1993, that are included in SNC's Current Report on Form 8-K, dated
September 26, 1994, to reflect SNC's acquisition of Regency Bancshares Inc.,
The First Savings Bank, FSB and Home Federal Savings Bank; (ii) the Company's
Quarterly Reports on Form 10-Q for the periods ended March 31, 1994, June 30,
1994 and September 30, 1994; (iii) the description of the Company's Common
Stock (the "Common Stock") in the Company's registration statement filed under
the Securities Exchange Act, as amended ("Exchange Act") with respect to the
Common Stock, including all amendments and reports filed for the purpose of
updating such description; and (iv) the Company's Current Report on Form 8-K
dated January 28, 1994 (as amended on April 15, 1994, and June 6, 1994), August
8, 1994, September 26, 1994, November 14, 1994, and February 24, 1995,
including consolidated financial statements for BB&T Financial Corporation
("BB&T Financial") and pro forma condensed financial information relating to
the Company's proposed merger with BB&T Financial.
All other reports filed by the Company pursuant to Section 13(a) and
13(c) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering of shares of the Company's Common Stock
pursuant to the Southern National Corporation Omnibus Stock Incentive Plan (the
"Plan"), any definitive proxy or information statement filed pursuant to
Section 14 of the Exchange Act in connection with any subsequent meetings of
shareholders and any reports filed pursuant to Section 15 of the Exchange Act
prior to any such termination of the offering of shares, shall be deemed to be
incorporated by reference in the Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of the Prospectus to the extent that
a statement contained herein or in any other subsequently filed document that
is or is deemed to be incorporated by reference herein modifies or supersedes
such earlier statement. Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of the
Prospectus.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
As permitted by the laws of North Carolina, the Amended and Restated
Articles of Incorporation of the Company (the "Articles") eliminate all
liability of the Company's directors and officers for monetary damages to the
Company or its shareholders except in the event of willful misconduct or a
knowing violation of the criminal law or any federal or state securities law.
The Articles also require indemnification of any person
II-1
<PAGE>
against liability incurred in connection with any proceeding to which that
person is made a party by reason of (i) his service to the Company as a
director or officer or (ii) his service as director, officer, trustee or
partner to some other enterprise at the request of the Company, except in the
event of willful misconduct or a knowing violation of the criminal law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No.
-----------
31. Amended and Restated Articles of Incorporation (filed as Exhibit 4(a)
to the Company's Registration Statement on Form S-3 filed on June 9,
1993 (Registration Statement No. 33-64176) and incorporated herein by
reference).
32. Bylaws (filed as Exhibit 3.2 to the Company's Registration Statement
on Form S-4 filed on June 20, 1989 (Registration Statement No. 33-
20586) and incorporated herein by reference).
43. Southern National Corporation Omnibus Stock Incentive Plan.
5 Opinion of Hunton & Williams
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of KPMG Peat Marwick LLP.
23.4 Consent of Donald G. Jones and Company, P.A.
23.5 Consent of Ernst & Young LLP.
23.6 Consent of Coopers & Lybrand L.L.P.
23.7 Consent of Hunton & Williams (included in Exhibit 5)
24 Power of Attorney of Directors and Officers of the Company (included
on signature page).
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities
Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment
II-2
<PAGE>
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change in such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
-------- -------
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
2. That, for the purpose of determining any liability under the
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 a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 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.
----
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described under Item 6 above, or
otherwise, the 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 the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winston-Salem, State of North Carolina, on February
24, 1995.
SOUTHERN NATIONAL CORPORATION
(Registrant)
By: /s/ L. Glenn Orr, Jr.
--------------------------------------------
L. Glenn Orr, Jr.
Chairman, President and Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on February 24, 1995. Each of the directors and/or
officers of Southern National Corporation whose signature appears below hereby
appoints David L. Craven, Sherry A. Kellett and David M. Carter, and each of
them severally, as his attorney-in-fact to sign in his name and behalf, in any
and all capacities stated below and to file with the Commission, any and all
amendments, including post-effective amendments to this registration statement,
making such changes in the registration statement as appropriate, and generally
to do all such things in their behalf in their capacities as officers and
directors to enable Southern National Corporation to comply with the provisions
of the Securities Act of 1933, and all requirements of the Securities and
Exchange Commission.
Signature Title
--------- -----
/s/ L. Glenn Orr, Jr. Chairman, President, Chief
- ---------------------------- Executive Officer and Director
L. Glenn Orr, Jr. (Principal Executive Officer)
/s/ Gary E. Carlton Executive Vice President and
- ---------------------------- Director
Gary E. Carlton
/s/ Sherry A. Kellett Executive Vice President and Controller
- ---------------------------- (Principal Financial and Accounting Officer)
Sherry A. Kellett
/s/ William F. Black Director
- ----------------------------
William F. Black
/s/ Luther C. Boliek Director
- ----------------------------
Luthe r C. Boliek
/s/ Ronald E. Deal Director
- ----------------------------
Ronald E. Deal
Director
- ----------------------------
William N. Geiger, Jr.
II-4
<PAGE>
/s/ Paul S. Goldsmith Director
- ----------------------------
Paul S. Goldsmith
Director
- -----------------------------
Lloyd Vincent Hackley
/s/ James A. Hardison, Jr. Director
- ----------------------------
James A. Hardison, Jr.
/s/ Donald C. Hiscott Director
- ----------------------------
Donald C. Hiscott
Director
- ----------------------------
Charles A. Hostetler
/s/ Richard Janeway Director
- ----------------------------
Richard Janeway, M.D.
Director
- ----------------------------
Joseph A. McAleer
/s/ Albert O. McCauley Director
- ----------------------------
Albert O. McCauley
/s/ Dickson McLean, Jr. Director
- ----------------------------
Dickson McLean, Jr.
/s/ Charles E. Nichols Director
- ----------------------------
Charles E. Nichols
/s/ C. Edward Pleasants Director
- ----------------------------
C. Edward Pleasants
/s/ Nido R. Qubein Director
- ----------------------------
Nido R. Qubein
/s/ Ted R. Reynolds Director
- ----------------------------
Ted R. Reynolds
/s/ A. Bruce Williams Director
- ----------------------------
A. Bruce Williams
/s/ A. Tab Williams, Jr. Director
- ----------------------------
A. Tab Williams, Jr.
/s/ Edward M. Williams Director
- ----------------------------
Edward M. Williams
/s/ T. H. Yancey Director
- ----------------------------
T. H. Yancey
/s/ Robert H. Yeargin Director
- ----------------------------
Robert H. Yeargin
II-5
<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________
EXHIBITS
filed with
REGISTRATION STATEMENT
on
FORM S-8
UNDER
THE SECURITIES ACT OF 1933
____________________
SOUTHERN NATIONAL CORPORATION
OMNIBUS STOCK INCENTIVE PLAN
(full title of the plan)
================================================================================
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
3.1 Amended and Restated Articles of Incorporation (filed as Exhibit
4(a) to the Company's Registration Statement on Form S-3 filed on
June 9, 1993 (Registration Statement No. 33-64176) and incorporated
herein by reference).
3.2 Bylaws (filed as Exhibit 3.2 to the Company's Registration Statement
on Form S-4 filed on June 20, 1989 (Registration Statement No. 33-
20586) and incorporated herein by reference).
4.3 Southern National Corporation Omnibus Stock Incentive Plan.
5 Opinion of Hunton & Williams
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of KPMG Peat Marwick LLP.
23.4 Consent of Donald G. Jones and Company, P.A.
23.5 Consent of Ernst & Young LLP.
23.6 Consent of Coopers & Lybrand L.L.P.
23.7 Consent of Hunton & Williams (included in Exhibit 5)
24 Power of Attorney of Directors and Officers of the Company
(included on signature page).
<PAGE>
Exhibit 4.3
SOUTHERN NATIONAL CORPORATION
OMNIBUS STOCK INCENTIVE PLAN
Effective February 17, 1994
<PAGE>
SOUTHERN NATIONAL CORPORATION
OMNIBUS STOCK INCENTIVE PLAN
----------------------------
ARTICLE I
DEFINITIONS
-----------
1.01. Agreement means a written agreement (including any amendment or
---------
supplement thereto) between SNC and a Participant specifying the terms and
conditions of an award of Restricted Stock or Performance Shares or an
Option or SAR granted to such Participant.
1.02. Applicable Percentage means the same percentage, in multiples of 5%,
---------------------
by which the Performance Share Value during a Valuation Period exceeds the
Fair Market Value of SNC Common Stock on the date that a Performance Share
award was granted. The Applicable Percentage cannot be less than zero but
can exceed 100%.
1.03. Board means the Board of Directors of SNC.
-----
1.04. Code means the Internal Revenue Code of 1986, as amended.
----
1.05. Committee means the Compensation Committee of the Board appointed
---------
to administer the Plan.
1.06. Corresponding SAR means an SAR that is granted in relation to a
-----------------
particular Option and that can be exercised only upon the surrender to SNC,
unexercised, of that portion of the Option to which the SAR relates.
1.07. Date of Exercise means (i) with respect to an Option, the date that
----------------
the Option price is received by SNC and (ii) with respect to an SAR, the
date that the notice of exercise is received by SNC.
1.08. Fair Market Value means, on any given date, the closing price of
-----------------
SNC Common Stock as reported on the New York Stock Exchange. If SNC Common
Stock was not traded on the New York Stock Exchange on such date, then Fair
----
Market Value is determined with reference to the next preceding day that
------------
SNC Common Stock was so traded.
<PAGE>
1.09. Initial Value means, with respect to an SAR, the Fair Market Value
-------------
of one share of SNC Common Stock on the date of grant, as set forth in an
Agreement.
1.10. Legal Disability means that a Participant is permanently and totally
----------------
disabled within the meaning of Code section 22(e)(3).
1.11. Option means a stock option that entitles the holder to purchase
------
from SNC a stated number of shares of SNC Common Stock at the price set
forth in an Agreement.
1.12. Participant means an employee of SNC or of a Subsidiary, including
-----------
an employee who is a member of the Board, or a non-employee who satisfies
the requirements of Article IV and is selected by the Committee to receive
a Restricted Stock or Performance Share award, an Option, an SAR, or a
combination thereof.
1.13. Performance Share means an award, in the amount determined by the
-----------------
Committee and specified in an Agreement, stated with reference to a
specified number of shares of SNC Common Stock, that entitles the holder to
receive shares of SNC Common Stock, a cash payment, or a combination of SNC
Common Stock and cash, in accordance with the provisions of Article X. The
Committee, in its discretion, will determine whether a Performance Share
will be settled with shares of SNC Common Stock, cash or a combination of
SNC Common Stock and cash.
1.14. Performance Share Value means the lowest Fair Market Value of SNC
-----------------------
Common Stock during a Valuation Period.
1.15. Plan means the Southern National Corporation Omnibus Stock Incentive
----
Plan.
1.16. Restricted Stock means shares of SNC Common Stock awarded to a
----------------
Participant under Article IX. Shares of SNC Common Stock shall cease to be
Restricted Stock when, in accordance with the terms of the applicable
Agreement, they become transferable and free of substantial risks of
forfeiture.
1.17. Retirement means that a Participant has separated from service on or
----------
after his earliest early retirement date established under a tax-qualified
pension or profit sharing plan maintained by SNC or a Subsidiary in which
he participates.
-2-
<PAGE>
1.18. SAR means a stock appreciation right that entitles the holder to
---
receive, with respect to each share of SNC Common Stock encompassed by the
exercise of such SAR, the amount determined by the Committee and specified
in an Agreement. In the absence of such a determination, the holder shall
be entitled to receive, with respect to each share of SNC Common Stock
encompassed by the exercise of such SAR, the excess of the Fair Market
Value on the Date of Exercise over the Initial Value. References to "SARs"
include both Corresponding SARs and SARs granted independently of Options,
unless the context requires otherwise.
1.19. SNC means Southern National Corporation.
---
1.20. SNC Common Stock means the common stock, $5.00 par value, of SNC.
---
1.21. Subsidiary means any "subsidiary corporation" as such term is
----------
defined in Code section 424.
1.22. Valuation Period means the period beginning on January 1 and ending
----------------
on the following December 31 beginning with the January 1 following the
date of a Performance Share award and during each of the four calendar
years thereafter. There shall be five Valuation Periods with respect to
each Performance Share award.
ARTICLE II
PURPOSES
--------
The Plan is intended to assist SNC in recruiting and retaining
employees with ability and initiative by enabling employees to participate
in its future success and to associate their interests with those of SNC
and its shareholders. The Plan is intended to permit the award of shares
of Restricted Stock, the award of Performance Shares, the grant of SARs,
and the grant of both Options qualifying under Code section 422 ("incentive
stock options") and Options not so qualifying. No Option that is intended
to be an incentive stock option shall be invalid for failure to qualify as
an incentive stock option. The proceeds received by SNC from the sale of
SNC Common Stock pursuant to this Plan shall be used for general corporate
purposes.
-3-
<PAGE>
ARTICLE III
ADMINISTRATION
--------------
Except as provided in this Article III, the Plan shall be
administered by the Committee. The Committee shall have authority to award
Restricted Stock and Performance Shares and to grant Options and SARs upon
such terms (not inconsistent with the provisions of this Plan) as the
Committee may consider appropriate. Such terms may include conditions (in
addition to those contained in this Plan) on the exercisability of all or
any part of an Option or SAR or on the transferability or forfeitability of
Restricted Stock. Notwithstanding any such conditions, the Committee may,
in its discretion, accelerate the time at which any Option or SAR may be
exercised or the time at which Restricted Stock may become transferable or
nonforfeitable. In addition, the Committee shall have complete authority
to interpret all provisions of this Plan; to prescribe the form of
Agreements; to adopt, amend, and rescind rules and regulations pertaining
to the administration of the Plan; and to make all other determinations
necessary or advisable for the administration of this Plan. The express
grant in the Plan of any specific power to the Committee shall not be
construed as limiting any power or authority of the Committee. Any
decision made, or action taken, by the Committee or in connection with the
administration of this Plan shall be final and conclusive. No member of
the Committee shall be liable for any act done in good faith with respect
to this Plan or any Agreement, or Option, SAR, Restricted Stock award or
Performance Share award. All expenses of administering this Plan shall be
borne by SNC.
The Committee, in its discretion, may delegate to one or more
officers of SNC, all or part of the Committee's authority and duties with
respect to Participants who are not subject to the reporting and other
provisions of Section 16 of the Securities Exchange Act of 1934, as in
effect from time to time. In the event of such delegation, and as to
matters encompassed by the delegation, references in the Plan to the
Committee shall be interpreted as a reference to the
-4-
<PAGE>
Committee's delegate or delegates. The Committee may revoke or amend the
terms of a delegation at any time but such action shall not invalidate any
prior actions of the Committee's delegate or delegates that were consistent
with the terms of the Plan.
ARTICLE IV
ELIGIBILITY
-----------
4.01. General. Any employee of SNC or of any Subsidiary (including any
-------
corporation that becomes a Subsidiary after the adoption of this Plan) is
eligible to participate in this Plan if the Committee, in its sole
discretion, determines that such person has contributed or can be expected
to contribute to the profits or growth of SNC or a Subsidiary. Any such
employee may be awarded shares of Restricted Stock or Performance Shares or
may be granted one or more Options, SARs, or Options and SARs. A Director
of SNC who is an employee of SNC or a Subsidiary may be awarded shares of
Restricted Stock and Performance Shares and may be granted Options or SARs
under this Plan. Further, the Committee may from time to time in its sole
discretion award shares of Restricted Stock and Performance Shares and may
grant Options or SARs to non-employees or non-key employees in conjunction
with mergers and acquisition transactions. A member of the Committee may
not participate in this Plan during the time that his participation would
prevent the Committee from being "disinterested" for purposes of Securities
and Exchange Commission Rule 16b-3 as in effect from time to time.
4.02. Grants. The Committee will designate individuals to whom shares of
------
Restricted Stock and Performance Shares are to be awarded and to whom
Options and SARs are to be granted and will specify the number of shares of
SNC Common Stock subject to each award or grant. An Option may be granted
with or without a related SAR. An SAR may be granted with or without a
related Option. All shares of Restricted Stock and Performance Shares
awarded, and all Options and SARs granted, under this Plan shall be
evidenced by Agreements which shall be subject to the applicable provisions
of this Plan and to such other provisions as the Committee may adopt. No
-5-
<PAGE>
Participant may be granted incentive stock options or related SARs (under
all incentive stock option plans of SNC and its Subsidiaries) which are
first exercisable in any calendar year for stock having an aggregate Fair
Market Value (determined as of the date an option is granted) exceeding
$100,000. In addition, no Participant may be granted Options and SARs that
are not related to an Option in any calendar year for more than 30,000
shares of SNC Common Stock. For purposes of the preceding sentence an
Option and related SAR shall be treated as a single award.
ARTICLE V
STOCK SUBJECT TO PLAN
---------------------
5.01. Source of Shares. Upon the award of shares of Restricted Stock and
-----------------
when a Performance Share is earned, SNC may issue authorized but unissued
SNC Common Stock. Upon the exercise of an Option or SAR, SNC may deliver
to the Participant (or the Participant's broker if the Participant so
directs), authorized but unissued SNC Common Stock.
5.02. Maximum Number of Shares. The maximum aggregate number of shares of
-------------------------
SNC Common Stock that may be issued pursuant to the exercise of Options and
SARs and the award of Restricted Stock and the settlement of Performance
Shares under this Plan is four million, subject to increases and
adjustments as provided in this Article V and Article X.
5.03. Replenishment. The maximum number of shares authorized for issuance
--------------
under this Plan under Section 5.02 shall be increased each year by 3% (the
Replenishment Percentage) of the amount, if any, by which the total number
of shares of SNC Common Stock outstanding as of the last day of SNC's
fiscal year exceeds the total number of shares of SNC Common Stock
outstanding as of the first day of such fiscal year. Provided, however,
that in no event shall the total number of shares authorized for issuance
under this Plan exceed 10% of authorized and outstanding SNC Common Stock
as of the time of any replenishment adjustment. The issuance of shares of
SNC Common Stock under this Plan and the application of Article X shall be
-6-
<PAGE>
disregarded for purposes of applying the preceding sentence. This Section
5.03 shall first apply with respect to the fiscal year of SNC beginning on
January 1, 1995.
5.04. Incentive Stock Options. Sections 5.02 and 5.03 to the contrary
------------------------
notwithstanding, the maximum aggregate number of shares of SNC Common Stock
that may be issued pursuant to the exercise of Options that are incentive
stock options granted under this Plan is four million, subject to
adjustment as provided in Article X.
5.05. Forfeitures, etc. If an Option or SAR is terminated, in whole or in
-----------------
part, for any reason other than its exercise, the number of shares of SNC
Common Stock allocated to the Option or SAR or portion thereof may be
reallocated to other Options, SARs, Restricted Stock, and Performance Share
awards to be granted under this Plan. Any shares of Restricted Stock that
are forfeited may be reallocated to other Options, SARs or Restricted Stock
awards to be granted under this Plan.
ARTICLE VI
OPTION PRICE
------------
The price per share for SNC Common Stock purchased on the exercise
of an Option shall be determined by the Committee on the date of grant;
provided, however, that the price per share for SNC Common Stock purchased
on the exercise of any non-incentive stock option shall not be less than
eighty-five percent (85%) of the Fair Market Value on the date the Option
is granted. The price per share for SNC Common Stock purchased on the
exercise of any incentive stock option shall not be less than one-hundred
percent (100%) of the Fair Market Value on the date the Option is granted.
-7-
<PAGE>
ARTICLE VII
EXERCISE OF OPTIONS
-------------------
7.01. Maximum Option or SAR Period. The maximum period in which an
----------------------------
Option or SAR may be exercised shall be determined by the Committee on the
date of grant except that no Option that is an incentive stock option and
any Corresponding SAR that relates to such Option shall be exercisable
after the expiration of ten years from the date the Option or SAR was
granted. The terms of any Option or SAR may provide that it is exercisable
for a period less than such maximum period.
7.02. Nontransferability. Any Option or SAR granted under this Plan
------------------
shall be nontransferable except by will or by the laws of descent and
distribution. In the event of any such transfer, the Option and any
Corresponding SAR that relates to such Option must be transferred to the
same person or persons or entity or entities. During the lifetime of a
Participant to whom an Option or SAR is granted, the Option or SAR may be
exercised only by the Participant. No right or interest of a Participant
in any Option or SAR shall be liable for, or subject to, any lien,
obligation, or liability of such Participant.
ARTICLE VIII
METHOD OF EXERCISE
------------------
8.01. Exercise. An Option or SAR granted under this Plan shall be deemed
--------
to have been exercised on the Date of Exercise. Subject to the provisions
of Articles VII and XI, an Option or SAR may be exercised in whole at any
time or in part from time to time at such times and in compliance with such
requirements as the Committee shall determine; provided, however, that a
Corresponding SAR that is related to an incentive stock option may be
exercised only to the extent that the related Option is exercisable and
only when the Fair Market Value exceeds the option price of the related
Option. An Option or SAR granted under this Plan may be exercised with
-8-
<PAGE>
respect to any number of whole shares less than the full number of whole
shares for which the Option or SAR could be exercised. A partial exercise
of an Option or SAR shall not affect the right to exercise the Option or
SAR from time to time in accordance with this Plan and the applicable
Agreement with respect to remaining shares subject to the Option or related
to the SAR. The exercise of either an Option or Corresponding SAR shall
result in the termination of the other to the extent of the number of
shares with respect to which the Option or Corresponding SAR is exercised.
8.02. Payment. Unless otherwise provided by the Agreement, payment of
-------
the Option price shall be made in cash or a cash equivalent acceptable to
the Committee. If the Agreement provides, payment of all or part of the
Option price may be made by surrendering shares of SNC Common Stock to SNC.
If SNC Common Stock is used to pay all or part of the Option price, the
shares surrendered must have a Fair Market Value (determined as of the day
preceding the Date of Exercise) that is not less than such price or part
thereof.
8.03. Determination of Payment of Cash and/or SNC Common Stock Upon
-------------------------------------------------------------
Exercise of SAR. At the Committee's discretion, the amount payable as a
---------------
result of the exercise of an SAR may be settled in cash, SNC Common Stock,
or a combination of cash and SNC Common Stock. A fractional share shall
not be deliverable upon the exercise of an SAR but a cash payment will be
made in lieu thereof.
8.04. Shareholder Rights. No Participant shall have any rights as a
------------------
stockholder with respect to shares subject to an Option or SAR until the
Date of Exercise of such Option or SAR.
ARTICLE IX
RESTRICTED STOCK
----------------
9.01. Award. In accordance with the provisions of Article IV, the
-----
Committee will designate each individual to whom an award of Restricted
Stock is to be made and will specify the number of shares of SNC Common
Stock covered by the award.
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<PAGE>
9.02. Vesting. The Committee, on the date of the award, may prescribe
-------
that a Participant's rights in the Restricted Stock shall be forfeitable or
otherwise restricted for a period of time set forth in the Agreement. By
way of example and not of limitation, the restrictions may postpone
transferability of the shares or may provide that the shares will be
forfeited if the Participant separates from the service of SNC and its
Subsidiaries before the expiration of a stated term or if SNC, SNC and its
Subsidiaries or the Participant fail to achieve stated objectives.
9.03. Shareholder Rights. Prior to their forfeiture in accordance with
------------------
the terms of the Agreement and while the shares are Restricted Stock, a
Participant will have all rights of a shareholder with respect to
Restricted Stock, including the right to receive dividends and vote the
shares; provided, however, that (i) a Participant may not sell, transfer,
pledge, exchange, hypothecate, or otherwise dispose of Restricted Stock,
(ii) SNC shall retain custody of the certificates evidencing shares of
Restricted Stock, and (iii) the Participant will deliver to SNC a stock
power, endorsed in blank, with respect to each award of Restricted Stock.
The limitations set forth in the preceding sentence shall not apply after
the shares cease to be Restricted Stock.
ARTICLE X
PERFORMANCE SHARE AWARDS
10.01. Award. In accordance with the provisions of Article IV, the
-----
Committee will designate individuals to whom an award of Performance Shares
is to be granted and will specify the number of shares of SNC Common Stock
covered by the award. The number of shares of SNC Common Stock covered by
a Performance Share award is merely a target; the number of shares of SNC
Common Stock earned and issued under a Performance Share award may be more
or less than the target based on the Applicable Percentage.
10.02. Earning the Award. A Performance Share award will be earned based
-----------------
on the Performance Share Value during each of the five Valuation Periods
following the date of award. The number of shares of SNC Common Stock
earned under a Performance Share award as of the
-10-
<PAGE>
end of a Valuation Period will be equal to the product of (i) the number of
shares covered by the Performance Share award and (ii) the Applicable
Percentage; provided, however, that such product shall be reduced by the
number of shares of SNC Common Stock earned or, in the case of a cash
payment, the number of shares represented by the payment, in a prior
Valuation Period with respect to the same Performance Share Award.
10.03. Employment. Section 10.02 to the contrary notwithstanding, a
----------
Participant's right to earn additional shares of SNC Common Stock or cash
payments under Performance Share awards shall terminate if the
Participant's employment with SNC and its Subsidiaries ends for reasons
other than death, Legal Disability or Retirement. The preceding sentence
shall not affect a Participant's right to receive shares of SNC Common
Stock or cash payments that were earned in a Valuation Period that ended
before the Participant's termination of employment. If a Participant's
employment with SNC and its Subsidiaries ends on account of death, Legal
Disability or Retirement, the Participant (or the Participant's estate in
the case of his death), shall be entitled to receive shares of SNC Common
Stock or cash payment to the extent that Performance Shares are earned in
Valuation Periods preceding the Participant's termination of employment and
the next following Valuation Period.
10.04. Issuance of Shares. To the extent that a Performance Share award
------------------
is settled with SNC Common Stock, the shares of SNC Common Stock earned in
accordance with Section 10.02 shall be issued to the Participant as soon as
practicable after the end of the Valuation Period; provided, however, that
no shares shall be issued unless the Committee certifies the number of
shares of SNC Common Stock earned by the Participant during that Valuation
Period. A fractional share shall not be issuable under this Article X but
instead will be settled in cash.
10.05. Settlement in Cash. To the extent that a Performance Share award
------------------
is settled in cash, the payment will be made in a single sum as soon as
practicable after the end of the Valuation Period; provided, however, that
no payment shall be made unless the Committee certifies the amount earned
by the Participant during that Valuation Period. To the extent that a
Performance Share
-11-
<PAGE>
award is settled in cash, the amount of cash payable under a Performance
Share award shall equal the Fair Market Value number of shares of SNC
Common Stock earned during the Valuation Period on the date that the
Committee certifies the Participant's right to receive the payment.
10.06. Shareholder Rights. No Participant shall, as a result of
------------------
receiving an award of Performance Shares, have any rights as a shareholder
until and to the extent that the award of Performance Shares is earned and
SNC Common Stock is issued to the Participant. A Participant may not sell,
transfer, pledge, exchange, hypothecate, or otherwise dispose of a
Performance Share award or the right to receive payment thereunder other
than by will or the laws of descent and distribution.
ARTICLE XI
ADJUSTMENT UPON CHANGE IN SNC COMMON STOCK
------------------------------------------
The maximum number of shares that may be issued pursuant to the
exercise of Options and SARs and the award of Restricted Stock and the
settlement of Performance Shares under this Plan and the Replenishment
Percentage in Section 5.03 shall be proportionately adjusted, and the terms
of outstanding Restricted Stock awards, Performance Share Awards, Options,
and SARs shall be adjusted, as the Committee shall determine to be
equitably required in the event that (a) SNC (i) effects one or more stock
dividends, stock split-ups, subdivisions or consolidations of shares or
(ii) engages in a transaction to which Code section 424 applies or (b)
there occurs any other event which, in the judgment of the Committee
necessitates such action. Any determination made under this Article XI by
the Committee shall be final and conclusive.
The issuance by SNC of shares of stock of any class, or securities
convertible into shares of stock of any class, for cash or property, or for
labor or services, either upon direct sale or upon the exercise of rights
or warrants to subscribe therefor, or upon conversion of shares or
obligations of SNC convertible into such shares or other securities, shall
not affect, and no
-12-
<PAGE>
adjustment by reason thereof shall be made with respect to, outstanding
awards of Restricted Stock, Performance Shares, Options or SARs.
The Committee may award shares of Restricted Stock and Performance
Shares, may grant Options, and may grant SARs in substitution for stock
awards, stock options, stock appreciation rights, or similar awards held by
an individual who becomes an employee of SNC or a Subsidiary in connection
with a transaction described in the first paragraph of this Article XI.
Notwithstanding any provision of the Plan (other than the limitation of
Article V), the terms of such substituted Restricted Stock and Performance
Share awards and Option or SAR grants shall be as the Committee, in its
discretion, determines is appropriate.
ARTICLE XII
COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES
-----------------------------------------------------
No Option or SAR shall be exercisable, no SNC Common Stock shall be
issued, no certificates for shares of SNC Common Stock shall be delivered,
and no payment shall be made under this Plan except in compliance with all
applicable federal and state laws and regulations (including, without
limitation, withholding tax requirements) and the rules of all domestic
stock exchanges on which SNC's shares may be listed. SNC shall have the
right to rely on an opinion of its counsel as to such compliance. Any
share certificate issued to evidence SNC Common Stock for which shares of
Restricted Stock are awarded, Performance Shares were earned or for which
an Option or SAR is exercised may bear such legends and statements as the
Committee may deem advisable to assure compliance with federal and state
laws and regulations. No Option or SAR shall be exercisable, no SNC Common
Stock shall be issued, no certificate for shares shall be delivered, and no
payment shall be made under this Plan until SNC has obtained such consent
or approval as the Committee may deem advisable from regulatory bodies
having jurisdiction over such matters.
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<PAGE>
ARTICLE XIII
GENERAL PROVISIONS
------------------
13.01. Effect on Employment. Neither the adoption of this Plan, its
--------------------
operation, nor any documents describing or referring to this Plan (or any
part thereof) shall confer upon any employee any right to continue in the
employ of SNC or a Subsidiary or in any way affect any right and power of
SNC or a Subsidiary to terminate the employment of any employee at any time
with or without assigning a reason therefor.
13.02. Unfunded Plan. The Plan, insofar as it provides for grants, shall
-------------
be unfunded, and SNC shall not be required to segregate any assets that may
at any time be represented by grants under this Plan. Any liability of SNC
to any person with respect to any grant under this Plan shall be based
solely upon any contractual obligations that may be created pursuant to
this Plan. No such obligation of SNC shall be deemed to be secured by any
pledge of, or other encumbrance on, any property of SNC.
13.03. Rules of Construction. Headings are given to the articles and
---------------------
sections of this Plan solely as a convenience to facilitate reference. The
reference to any statute, regulation, or other provision of law shall be
construed to refer to any amendment to or successor of such provision of
law.
13.04. Employee Status. For purposes of determining the applicability of
---------------
Code section 422 (relating to incentive stock options), or in the event
that the terms of any Option or SAR provide that it may be exercised or
that awards of Restricted Stock or Performance Shares may become vested or
earned only during employment or within a specified period of time after
termination of employment, the Committee may decide to what extent leaves
of absence for governmental or military service, illness, temporary
disability, or other reasons shall not be deemed interruptions of
continuous employment.
-14-
<PAGE>
ARTICLE XIV
AMENDMENT
---------
The Board may amend or terminate this Plan from time to time;
provided, however, that no amendment may become effective until shareholder
approval is obtained if (i) the amendment increases the aggregate number of
shares of SNC Common Stock that may be issued under the Plan or (ii) the
amendment changes the class of individuals eligible to become Participants.
No amendment shall, without a Participant's consent, adversely affect any
rights of such Participant under any outstanding Restricted Stock or
Performance Share award or under any Option or SAR outstanding at the time
such amendment is made.
ARTICLE XV
DURATION OF PLAN
----------------
No shares of Restricted Stock or Performance Shares may be awarded
and no Option or SAR may be granted under this Plan after February 16,
2004. Restricted Stock and Performance Share awards and Options and SARs
granted before that date shall remain valid in accordance with their terms.
ARTICLE XVI
EFFECTIVE DATE OF PLAN
----------------------
Shares of Restricted Stock and Performance Shares may be awarded
and Options and SARs may be granted under this Plan upon its adoption by
the Board, provided that no Restricted Stock or Performance Share award,
Option or SAR will be effective unless this Plan is approved by
shareholders holding a majority of SNC's outstanding voting stock, voting
either in person or by proxy at a duly held shareholders' meeting within
twelve months of such adoption.
-15-
<PAGE>
Exhibit 5
HUNTON & WILLIAMS
951 East Byrd Street
Richmond, Virginia 23219
February 24, 1995
Board of Directors
Southern National Corporation
200 West Second Street
Winston-Salem, North Carolina 27101
Registration Statement on Form S-8
Southern National Corporation
Omnibus Stock Incentive Plan
----------------------------------
Ladies and Gentlemen:
We are acting as counsel for Southern National Corporation (the
"Company") in connection with its registration under the Securities Act of
1933 of 4,000,000 shares of its common stock (the "Shares") which are
proposed to be offered and sold as described in the Company's Registration
Statement on Form S-8 for the Company's Omnibus Stock Incentive Plan (the
"Registration Statement") to be filed with the Securities and Exchange
Commission (the "Commission") on February 27, 1995.
In rendering this opinion, we have relied upon, among other things,
our examination of such records of the Company and certificates of its
officers and of public officials as we have deemed necessary.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation duly incorporated, validly existing
and in good standing under the laws of the state of North Carolina.
2. The Shares have been duly authorized and, when the Shares have
been offered and sold as described in the Registration Statement, will be
legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement.
Very truly yours,
/s/ Hunton & Williams
<PAGE>
Exhibit 23.1
[LETTERHEAD OF ARTHUR ANDERSEN LLP]
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated February
28, 1994, included in Southern National Corporation's report on Form 8-K
dated September 26, 1994, and to all references to our firm included in
this registration statement.
ARTHUR ANDERSEN LLP
Charlotte, North Carolina,
February 24, 1995.
<PAGE>
Exhibit 23.2
------------
INDEPENDENT AUDITORS CONSENT
----------------------------
The Board of Directors
Southern National Corporation
We consent to the incorporation by reference in the registration statement on
Form S-8 (Omnibus Stock Incentive Plan) of Southern National Corporation of our
report dated August 14, 1992, with respect to the consolidated statements of
financial condition of The First Savings Bank, FSB and subsidiaries as of June
30, 1992 and 1991, and the related consolidated statements of operations,
stockholders' equity, and cash flows for each of the years in the two-year
period ended June 30, 1992 which report appears in the Form 8-K of Southern
National Corporation dated September 26, 1994; and our report date August 6,
1993, with respect to the consolidated statements of financial condition of The
First Savings Bank, FSB and subsidiaries as of June 30, 1993 and 1992, and the
related consolidated statements of operations, stockholders' equity, and cash
flows for each of the years in the three-year period ended June 30, 1993 which
report appears in the Form 8-K Amendment No.1 of Southern National Corporation
dated April 15, 1994.
Greenville, South Carolina KPMG Peat Marwick LLP
February 24, 1995
<PAGE>
Exhibit 23.3
------------
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
BB&T Financial Corporation
We consent to the use of our report dated January 19, 1994, except as to note 2
which is as of June 30, 1994, included in Southern National Corporation's
("SNC") Current Report on Form 8-K dated February 24, 1995, incorporated by
reference in the SNC Form S-8 Registration Statement, the purpose of which
is to register shares pursuant to the Southern National Corporation Omnibus
Stock Incentive Plan.
KPMG Peat Marwick LLP
Raleigh, North Carolina
February 24, 1995
<PAGE>
Exhibit 23.4
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the use of our report included herein and incorporated
herein by reference, and to the reference to our firm under the Heading
"Experts" in the Proxy Statement/Prospectus.
DONALD G. JONES AND COMPANY, P.A.
Columbia, South Carolina
February 24, 1995
<PAGE>
Exhibit 23.5
CONSENT OF ERNST & YOUNG LLP INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Omnibus Stock Incentive Plan of Southern National
Corporation of our report dated January 21, 1994 with respect to the financial
statements and schedule of Commerce Bank included in its Annual Report (Form
F-2) for the year ended December 31, 1993, filed with the Securities and
Exchange Commission on Southern National Corporation's Current Report on Form
8-K dated November 14, 1994.
Ernst & Young LLP
Virginia Beach, Virginia
February 24, 1995
<PAGE>
Exhibit 23.6
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of Southern National Corporation on Form S-8 of our report dated
January 15, 1993, on our audits of the financial statements of Commerce
Bank as of December 31, 1992 and 1991 and for each of the years then ended,
which report has been filed in the Current Report on Form 8-K of Southern
National Corporation dated November 14, 1994.
Coopers & Lybrand L.L.P.
Norfolk, Virginia
February 24, 1995
