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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BB&T CORPORATION
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 56-0939887
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation of organization) Number)
200 West Second Street
Winston-Salem, North Carolina 27101
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(Address of principal executive offices, including zip code)
SCOTT & STRINGFELLOW, INC.
EXECUTIVE AND EMPLOYEE
RETENTION PLAN
(Full title of the plan)
---------------------------
Jerone C. Herring, Esq.
BB&T Corporation
200 West Second Street
3rd Floor
Winston-Salem, North Carolina 27101
(336) 733-2180
----------------------------------------------
(Name, address and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share (1) price (1) fee (1)
- ---------- ----------- -------------- -------------- ------------
Common Stock,
$5.00 par 377,095 shares $ 35.25 $ 13,292,599 $ 3,695.34
value ------------- -------------- ------------
- --------------------------------------------------------------------------------
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) and (h)(1) under the Securities Act of 1933, as
amended.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by BB&T Corporation (the
"Company" or "BB&T") with the Securities and Exchange Commission (the
"Commission") under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year
ended December 31, 1998, filed on March 19, 1999;
(b) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1999, filed on May 14, 1999;
(c) The Company's Current Reports on Form 8-K and/or Form
8-K/A filed January 8, 1999, January 14, 1999, January 27, 1999,
January 27, 1999, January 28, 1999, April 9, 1999, April 12, 1999,
April 28, 1999, April 28, 1999 and April 28, 1999; and
(d) The description of the Company's Common Stock in the
Company's registration statement filed under the Exchange Act with
respect to the Common Stock, including all amendments and reports filed
for the purpose of updating such description.
(e) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year referred to in (a)
above.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of the filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the securities offered hereby has been passed
upon by the firm of Womble Carlyle Sandridge & Rice, PLLC, counsel to the
Company.
Item 6. Indemnification of Directors and Officers.
Sections 55-8-50 through 55-8-58 of the North Carolina
Business Corporation Act contain specific provisions relating to indemnification
of directors and officers of North Carolina corporations. In general, such
sections provide that: (i) a corporation must indemnify a director or officer
who is wholly successful in his defense of a proceeding to which he is a party
because of his status as such, unless limited by the articles of incorporation,
and (ii) a corporation may indemnify a director or officer if he is not wholly
successful in such defense, if it is determined as provided by statute that the
director or officer meets a certain standard of conduct, provided when a
director or officer is liable to the corporation or is adjudged liable on the
basis that personal benefit was improperly received by him, the corporation may
not indemnify him. A director or officer of a corporation who is a party to a
proceeding may also apply to a court for indemnification, and the court may
II - 1
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order indemnification under certain circumstances set forth in statute. A
corporation may, in its articles of incorporation or bylaws or by contract or
resolution of the board of directors, provide indemnification in addition to
that provided by statute, subject to certain conditions.
BB&T's bylaws provide for the indemnification of any director
or officer of BB&T against liabilities and litigation expenses arising out of
his status as such, excluding: (i) any liabilities or litigation expenses
relating to activities which were at the time taken known or believed by such
person to be clearly in conflict with the best interest of BB&T and (ii) that
portion of any liabilities or litigation expenses with respect to which such
person is entitled to receive payment under any insurance policy.
BB&T's articles of incorporation provide for the elimination
of the personal liability of each director of BB&T to the fullest extent
permitted by law.
BB&T maintains directors and officers liability insurance
that, in general, insures: (i) BB&T's directors and officers against loss by
reason of any of their wrongful acts and (ii) BB&T against loss arising from
claims against the directors and officers by reason of their wrongful acts, all
subject to the terms and conditions contained in the policy.
Certain rules of the Federal Deposit Insurance Corporation
limit the ability of certain depository institutions, their subsidiaries and
their affiliated depository institution holding companies to indemnify
affiliated parties, including institution directors. In general, subject to the
ability to purchase directors and officers liability insurance and to advance
professional expenses under certain circumstances, the rules prohibit such
institutions from indemnifying a director for certain costs incurred with regard
to an administrative or enforcement action commenced by any federal banking
agency that results in a final order or settlement pursuant to which the
director is assessed a civil money penalty, removed from office, prohibited from
participating in the affairs of an insured depository institution or required to
cease and desist from or take an affirmative action described in Section 8(b) of
the Federal Deposit Insurance Act (12 U.S.C. ss. 1818(b)).
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed as a part of this
Registration Statement:
Number Description
5 Opinion of Womble Carlyle Sandridge & Rice, PLLC
23.1 Consent of Womble Carlyle Sandridge & Rice, PLLC
(included in Exhibit 5)
23.2 Consent of Arthur Andersen LLP
24 Power of Attorney of Directors and Officers of the
Company
99 Scott & Stringfellow, Inc. Executive and Employee
Retention Plan
II - 2
<PAGE>
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, 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 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 to
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 with or furnished to the Commission by
the Company 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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or 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 Company pursuant to the foregoing provisions, or otherwise, the
Company 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 company of expenses incurred or paid by a director, officer or
controlling person of the Company 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 Company will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
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<PAGE>
SIGNATURES
THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, BB&T
Corporation 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 this
22nd day of June, 1999.
BB&T CORPORATION
By: /s/ Jerone C. Herring
Jerone C. Herring
Executive Vice President
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 June 22, 1999.
/s/ John A. Allison IV /s/ Scott E. Reed
- ------------------------------------ -----------------------------------
Name: John A. Allison IV Name: Scott E. Reed
Title: Chairman of the Board and Title: Senior Executive Vice
Chief Executive Officer President and Chief
(principal executive officer) Financial Officer
(principal financial
officer)
/s/ Sherry A. Kellett /s/ Paul B. Barringer
- ------------------------------------ -----------------------------------
Name: Sherry A. Kellett Name: Paul B. Barringer
Title: Executive Vice President Title: Director
and Controller
(principal accounting
officer)
/s/ Alfred E. Cleveland /s/ W. R. Cuthbertson, Jr.
- ------------------------------------ -----------------------------------
Name: Alfred E. Cleveland Name: W. R. Cuthbertson, Jr.
Title: Director Title: Director
/s/ Ronald E. Deal /s/ A. J. Dooley, Sr.
- ------------------------------------ -----------------------------------
Name: Ronald E. Deal Name: A. J. Dooley, Sr.
Title: Director Title: Director
/s/ Tom D. Efird /s/ Paul S. Goldsmith
- ------------------------------------ -----------------------------------
Name: Tom D. Efird Name: Paul S. Goldsmith
Title: Director Title: Director
/s/ L. Vincent Hackley /s/ Jane P. Helm
- ------------------------------------ -----------------------------------
Name: L. Vincent Hackley Name: Jane P. Helm
Title: Director Title: Director
II - 4
<PAGE>
/s/ Richard Janeway, M.D. /s/ J. Ernest Lathem, M.D.
- ------------------------------------ -----------------------------------
Name: Richard Janeway, M.D. Name: J. Ernest Lathem, M.D.
Title: Director Title: Director
/s/ James H. Maynard /s/ Joseph A. McAleer, Jr.
- ------------------------------------ -----------------------------------
Name: James H. Maynard Name: Joseph A. McAleer, Jr.
Title: Director Title: Director
/s/ Albert O. McCauley /s/ Richard L. Player, Jr.
- ------------------------------------ -----------------------------------
Name: Albert O. McCauley Name: Richard L. Player, Jr.
Title: Director Title: Director
/s/ C. Edward Pleasants, Jr.
- ------------------------------------ -----------------------------------
Name: C. Edward Pleasants, Jr. Name: Nido R. Qubein
Title: Director Title: Director
/s/ E. Rhone Sasser /s/ Jack E. Shaw
- ------------------------------------ -----------------------------------
Name: E. Rhone Sasser Name: Jack E. Shaw
Title: Director Title: Director
- ------------------------------------
Name: Harold B. Wells
Title: Director
*By: /s/ Jerone C. Herring
- ------------------------------------
Name: Jerone C. Herring
Attorney-in-Fact
II - 5
<PAGE>
EXHIBIT INDEX
to
Registration Statement on Form S-8 of
BB&T Corporation
Exhibit No. Description
5 Opinion of Womble Carlyle Sandridge & Rice, PLLC
23.1 Consent of Womble Carlyle Sandridge & Rice, PLLC (included
in Exhibit 5)
23.2 Consent of Arthur Andersen LLP
24 Power of Attorney of Directors and Officers of the Company
99 Scott & Stringfellow, Inc. Executive and Employee Retention
Plan
<PAGE>
EXHIBIT 5
<PAGE>
[WCSR LETTERHEAD]
June 24, 1999
BB&T Corporation
200 West Second Street
Winston-Salem, North Carolina 27101
Re: Registration Statement on Form S-8 with respect to
the Scott & Stringfellow, Inc. Executive and Employee
Retention Plan
Ladies and Gentlemen:
We have acted as counsel for BB&T Corporation (the "Company") in connection
with its registration under the Securities Act of 1933, as amended (the
"Securities Act"), of 377,095 shares (the "Shares") of the common stock of the
Company, $5.00 par value (the "Common Stock"), which are proposed to be offered
and sold pursuant to the Scott & Stringfellow, Inc. Executive and Employee
Retention Plan (the "Plan"). The Shares are proposed to be registered pursuant
to the Company's Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission (the
"Commission"). This opinion is provided pursuant to the requirements of Item 8
of Form S-8 and Item 601(b)(5) of Regulation S-K.
In rendering this opinion, we have examined such records, documents, and
proceedings as we have deemed relevant as a basis for the opinion expressed
herein.
This opinion is limited to the laws of the State of North Carolina,
excluding local laws of the State of North Carolina (e.g., the regulations of
counties, towns, municipalities and special political subdivisions of, or
authorities or quasi-governmental bodies constituted under the laws of, the
State of North Carolina and judicial decisions to the extent they deal with any
of the foregoing), and we are expressing no opinion as to the effect of the laws
of any other jurisdiction.
Based upon and subject to the foregoing, and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that the Shares
have been duly authorized and, upon issuance of the Shares pursuant to the terms
of the Plan, the Shares will be validly issued, fully paid and nonassessable.
<PAGE>
We hereby consent to the filing of a copy of this opinion with the
Commission as Exhibit 5 to the Registration Statement. In giving this consent,
we do not admit that we are within the category of persons whose consent is
required by Section 7 of the Securities Act, or other rules and regulations of
the Commission thereunder.
Very truly yours,
WOMBLE CARLYLE SANDRIDGE & RICE
A Professional Limited Liability Company
By: /s/ Jane Jeffries Jones
------------------------
Jane Jeffries Jones
<PAGE>
EXHIBIT 23.1
(Included in Exhibit 5)
<PAGE>
EXHIBIT 23.2
<PAGE>
Exhibit 23.2
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 April 30, 1999,
included in BB&T Corporation's Form 8-K dated April 30, 1999, and to all
references to our firm included in this registration statement. Our report dated
January 29, 1999, included in BB&T Corporation's financial statements previously
filed on Form 10-K and incorporated by reference in this registration statement
is no longer appropriate since restated financial statements have been presented
giving effect to a business combination accounted for as a pooling-of-interests.
Arthur Andersen LLP
Charlotte, North Carolina,
June 24, 1999.
<PAGE>
EXHIBIT 24
<PAGE>
POWER OF ATTORNEY
Each of the undersigned, being a director and/or officer of BB&T
Corporation (the "Company"), hereby nominates, constitutes and appoints John A.
Allison, Scott E. Reed and Jerone C. Herring, or any one of them severally, to
be his or her true and lawful attorney-in-fact and to sign in his or her name
and on his or her behalf in any and all capacities stated below, and to file
with the Securities and Exchange Commission (the "Commission"), a Registration
Statement on Form S-8 (the "Registration Statement") relating to the issuance of
certain shares of the common stock of the Company, $5.00 par value (the "Common
Stock"), in connection with the Scott & Stringfellow, Inc. Executive and
Employee Retention Plan, and to file any and all amendments, including
post-effective amendments, to the Registration Statement, making such changes in
the Registration Statement as such attorney-in-fact deems appropriate, and
generally to do all such things on his or her behalf in any and all capacities
stated below to enable the Company to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the Commission.
This Power of Attorney has been signed by the following persons in the
capacities indicated on June 22, 1999.
/s/ John A. Allison IV /s/ Scott E. Reed
- ------------------------------------ -----------------------------------
Name: John A. Allison IV Name: Scott E. Reed
Title: Chairman of the Board and Title: Senior Executive Vice
Chief Executive Officer President and Chief
(principal executive officer) Financial Officer
(principal financial
officer)
/s/ Sherry A. Kellett /s/ Paul B. Barringer
- ------------------------------------ -----------------------------------
Name: Sherry A. Kellett Name: Paul B. Barringer
Title: Executive Vice President Title: Director
and Controller
(principal accounting officer)
/s/ Alfred E. Cleveland /s/ W. R. Cuthbertson, Jr.
- ------------------------------------ -----------------------------------
Name: Alfred E. Cleveland Name: W. R. Cuthbertson, Jr.
Title: Director Title: Director
/s/ Ronald E. Deal /s/ A. J. Dooley, Sr.
- ------------------------------------ -----------------------------------
Name: Ronald E. Deal Name: A. J. Dooley, Sr.
Title: Director Title: Director
/s/ Tom D. Efird /s/ Paul S. Goldsmith
- ------------------------------------ -----------------------------------
Name: Tom D. Efird Name: Paul S. Goldsmith
Title: Director Title: Director
/s/ L. Vincent Hackley /s/ Jane P. Helm
- ------------------------------------ -----------------------------------
Name: L. Vincent Hackley Name: Jane P. Helm
Title: Director Title: Director
/s/ Richard Janeway, M.D. /s/ J. Ernest Lathem, M.D.
- ------------------------------------ -----------------------------------
Name: Richard Janeway, M.D. Name: J. Ernest Lathem, M.D.
Title: Director Title: Director
<PAGE>
/s/ James H. Maynard /s/ Joseph A. McAleer, Jr.
- ------------------------------------ -----------------------------------
Name: James H. Maynard Name: Joseph A. McAleer, Jr.
Title: Director Title: Director
/s/ Albert O. McCauley /s/ Richard L. Player, Jr.
- ------------------------------------ -----------------------------------
Name: Albert O. McCauley Name: Richard L. Player, Jr.
Title: Director Title: Director
/s/ C. Edward Pleasants,
- ------------------------------------ -----------------------------------
Name: C. Edward Pleasants, Jr. Name: Nido R. Qubein
Title: Director Title: Director
/s/ E. Rhone Sasser /s/ Jack E. Shaw
- ------------------------------------ -----------------------------------
Name: E. Rhone Sasser Name: Jack E. Shaw
Title: Director Title: Director
- ------------------------------------
Name: Harold B. Wells
Title: Director
<PAGE>
EXHIBIT 99
<PAGE>
SCOTT & STRINGFELLOW, INC.
EXECUTIVE AND EMPLOYEE RETENTION PLAN
As Adopted Effective
March 26, 1999
<PAGE>
SCOTT & STRINGFELLOW, INC.
EXECUTIVE AND EMPLOYEE RETENTION PLAN
l. Purpose. The purpose of this Executive and Employee Retention
Plan is to further the stability and financial success of the Company by
retaining key employees through the use of stock incentives. It is believed that
Retention Awards granted to such employees under this Plan will strengthen their
desire to remain employed with the Company.
2. Definitions. As used in the Plan, the following terms have the
meanings indicated:
(a) "Applicable Withholding Taxes" means the aggregate amount of
federal, state and local income and payroll taxes that the Company is required
to withhold in connection with any vesting or distribution of a Retention Award.
(b) "BB&T" means BB&T Corporation, a North Carolina corporation.
(c) "BB&T Stock" means common stock of BB&T.
(d) "Cause" means Just Cause as defined in Section 6(b) of Exhibit B
to the Merger Agreement.
(e) "Change of Control" means Change of Control as defined in Section
6(d) Exhibit B to the Merger Agreement.
(f) "Code" means the Internal Revenue Code of 1986, as amended.
(g) "Company" means Scott & Stringfellow, Inc. and any successor or
subsidiary of Scott & Stringfellow, Inc. Specifically, without limitation, the
term "Company" shall mean the Surviving Subsidiary as defined in Section 4.17 of
the Merger Agreement.
(h) "Committee" means the Compensation Committee of the Board of
Directors of BB&T.
(i) "Date of Grant" means March 26, 1999.
(j) "Disabled" means a physical or mental condition that qualifies
the Participant for long-term disability benefits under the Company's long-term
disability plan or program as in effect from time to time.
<PAGE>
(k) "Merger Agreement" means the Amended and Restated Plan of
Reorganization between BB&T and Scott & Stringfellow Financial, Inc. dated
September 16,1998.
(1) "Participant" means any employee of the Company who receives a
Retention Award under the Plan.
(m) "Retention Award" means an award of BB&T Stock under the Plan as
shown on Exhibit A.
(n) "Rule 16b-3" means Rule 16b-3 of the Securities and Exchange
Commission promulgated under the Securities Exchange Act of 1934, as amended.
(o) "Vesting Date" means each of July 31, 1999, July 31, 2000, July
31, 2001 and July 31, 2002.
(p) "Vesting Percentage" means the following percentages of the
shares of BB&T Stock remaining to be distributed from the Retention Plan
(including those nonvested shares held in the trust described in Section 6) on
the respective Vesting Dates:
(i) July 31, 1999 - 15%
(ii) July 31, 2000 - 23.5%
(iii) July 31, 2001 - 46.2%
(iv) July 31, 2002 - 100%
3. Stock. There is reserved for issuance under the Plan 377,095
authorized but unissued shares of BB&T Stock.
4. Eligibility.
(a) The employees of the Company listed on Exhibit A are Participants
under the Plan, and each has received as a Retention Award the number of shares
of BB&T Stock shown on Exhibit A beside the Participant's name.
(b) Neither the grant of a Retention Award nor any other provision
hereof shall obligate the Company to continue the employment of any Participant
after the grant, and no employee of the Company shall have any rights to
continued employment on account of this Plan.
5. Retention Awards.
(a) As of the date hereof, the Company shall give to each Participant
a notice stating the number of whole shares of BB&T Stock granted hereunder to
2
<PAGE>
the Participant, along with a copy of the Plan and the provisions of Exhibit A
that apply to the Participant. All rights of Participants hereunder shall be
governed by the terms of the Plan. As soon as practicable following June 1,
1999, BB&T shall issue stock certificates representing ownership of the shares
of BB&T Stock subject to Retention Awards under the Plan. With respect to shares
of BB&T Stock subject to a Stock Deferral Election as described in Section 6,
the certificate or certificates therefor shall be issued in the name of the
trustee of the trust described in Section 6 and shall be delivered to such
trustee. With respect to shares of BB&T Stock not subject to such election, the
certificate representing the shares of BB&T Stock awarded to each Participant
shall be issued in the name of the Participant and shall be held by the Company
for distribution to such Participant as required on each applicable Vesting
Date. Each Participant in whose name shares are issued shall deliver to the
Company on or before June 1, 1999, a stock power executed in blank by such
Participant. All shares of BB&T Stock awarded under the Plan shall be deemed to
be issued and outstanding as of June 2, 1999, and shall be entitled to the
payment of dividends and to vote on all record dates thereafter unless and until
such shares shall be forfeited hereunder. Any shares so forfeited shall be
transferred by the trustee (with respect to shares held in the trust) or by the
Company (with respect to shares held by the Company) to BB&T and thereupon
canceled.
(b) Except as provided in Section 6, as soon as practicable following
each Vesting Date each Participant who has been continuously employed by the
Company from the Date of Grant to the Vesting Date shall receive a certificate
representing ownership of the number of whole shares of BB&T Stock determined by
multiplying the number of shares allocated to the Participant under the Plan
that have not been distributed as of such Vesting Date by the Vesting Percentage
applicable to such Vesting Date. If a Participant shall be terminated as an
employee of the Company prior to any Vesting Date, except as otherwise provided
in paragraph (c) immediately following such Participant shall forfeit all rights
to all shares of BB&T Stock awarded to him or her and which have not previously
vested.
(c) All shares of BB&T Stock allocated to a Participant under the
Plan shall vest and be distributed immediately to the Participant if any of the
following events occur: (i) the Participant is involuntarily discharged by the
Company other than for Cause, and the Committee, upon evidence provided by the
Chief Executive Officer of the Company, shall determine in good faith that the
discharge was primarily for reasons other than the Participant's failure to
perform his or her duties for the Company in a manner reasonably acceptable to
the Company; (ii) the Participant's employment with the Company is terminated
because the Participant dies or becomes Disabled, or (iii) there is a Change of
Control, and within six months of the Change of Control the Participant is
involuntarily discharged for any reason other than for Cause.
(d) Each distribution of the Retention Award shall be solely in the
form of whole shares of BB&T Stock (determined by rounding to the nearest whole
share), based on the number of shares with respect to each Participant set forth
on Exhibit A. In the event that a Participant shall have a fractional share of
BB&T Stock allocated to the Participant at the time of final distribution, such
fractional share shall be converted to cash (based on the closing price per
share of BB&T Stock on the New York Stock Exchange on the last trading day
preceding the date of distribution) and distributed to the Participant, and the
fractional share shall be canceled by BB&T.
3
<PAGE>
(e) Each Participant hereby agrees, and as a condition to receiving
an award of BB&T Stock hereunder, to pay to the Company, or make arrangements
satisfactory to the Company regarding the payment to the Company of, Applicable
Withholding Taxes. Until such amount has been paid or arrangements satisfactory
to the Company have been made, no stock certificate shall be delivered to such
Participant.
6. Deferrals of Stock.
(a) A Participant may elect to defer all or any part of the BB&T
Stock covered by his or her Retention Award (a "Stock Deferral Election") by
completing a stock deferral election form and filing the same as directed by
BB&T on or before June 1, 1999, subject to the following limitations: (i) no
portion of the Retention Award which would vest on July 31, 1999 shall be
subject to deferral, and (ii) the deferral shall apply to either 50% or 100% of
the number of shares of BB&T Stock scheduled to vest on each Vesting Date (other
than the July 31, 1999 Vesting Date). A Stock Deferral Election may be made
separately with respect to each such Vesting Date. If a Stock Deferral Election
is made, it shall be irrevocable except that a Participant may revoke a Stock
Deferral Election with respect to any Vesting Date that is more than twelve
months in the future by filing a written notice of revocation with the
Committee. If an election is revoked, it may not be reinstated.
(b) The shares of BB&T Stock subject to deferral shall be held in a
trust having a trustee independent of BB&T and the Company, and shall secure the
Company's obligation to pay shares of BB&T Stock to Participants who have
elected to defer. The trust and its assets shall remain subject to the claims of
the Company's creditors and any interest the Participant may be deemed to have
in the trust may not be sold, hypothecated or transferred (including, without
limitation, transfer by gift), except by will or the laws of descent and
distribution. For accounting purposes, the trustee shall maintain a separate
account for each Participant. Each Participant shall have the right to direct
the trustee as to the voting of shares of BB&T Stock in the Participant's
account. All fees and expenses of the trustee (including the fees and expenses
incurred in preparation of the trust agreement and establishment of the trust)
shall be paid by the Participants who have made Stock Deferral Elections. Fees
and expenses for preparation and establishment of the trust shall be paid pro
rata in accordance with the number of shares held initially in each
Participant's account. Other fees and expenses of the trustee shall be payable
quarterly pro rata in accordance with the number of shares held in each
Participant's account as of the first day of the quarter for which the payment
is made. All dividends and other distributions (and any interest earned thereon)
paid or made with respect to the BB&T Stock held in a Participant's account
shall be applied first to the payment of the Participant's share of the
foregoing fees and expenses, and the excess (including any such interest), if
any, shall be distributed to the Participant as soon as practicable following
receipt by the trust and allocation to Participants' accounts. Each Participant
shall be personally responsible for and agrees to pay on demand his or her share
of the foregoing fees and expenses which are not satisfied by the application of
dividends and other distributions.
(c) A Stock Deferral Election shall provide for distribution of the
BB&T Stock at a future date or dates elected by the Participant. When a
4
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Participant is entitled to receive distributions of the BB&T Stock held in
Participant's account in the trust, the trustee shall distribute such shares to
the Participant. A Participant may revoke any election to defer with respect to
any Vesting Date that is more than 12 months after the revocation is delivered
to the Committee. Such a revocation, once made, shall not be subject to
reinstatement.
(d) If any BB&T Stock is held in a Participant's account in the trust
at the Participant's death, the Participant's beneficiary shall receive a
distribution of all of such Stock as soon as practicable thereafter.
7. Nontransferability of Retention Awards . A Participant's interest
in a Retention Award may not be sold, assigned transferred, pledged,
hypothecated, or otherwise encumbered.
8. Termination, Modification, Change . The Plan shall terminate at
the close of business on July 31, 2002. The Company may not amend the Plan
without the express written consent of all Participants, except that the Company
may unilaterally amend the Plan with respect to Participants as it deems
appropriate to ensure compliance with Rule 16b-3, or as may be required to
comply with applicable law.
9. Administration of the Plan . The Plan shall be administered by the
Committee. The Committee may adopt rules and regulations for carrying out the
Plan with respect to Participants. The interpretation and construction of any
provision of the Plan by the Committee shall be final and conclusive as to any
Participant. The Committee may consult with counsel, who may be counsel to the
Company, and shall not incur any liability for any action taken in good faith in
reliance upon the advice of counsel.
10. Notice. All notices and other communications required or
permitted to be given under this Plan shall be in writing and shall be deemed to
have been duly given if delivered personally or in internal Company mail or
mailed first class, postage prepaid, as follows (a) if to the Company, at the
principal business address of the Company to the attention of the Treasurer; (b)
if to any Participant, at the last address of the Participant known to the
sender at the time the notice or other communication is sent.
11. Interpretation. The terms of this Plan shall be governed by the
laws of the State of North Carolina.
IN WITNESS WHEREOF, this instrument has been executed this 26th day
of March,1999.
SCOTT & STRINGFELLOW, INC.
By _____________________________
