UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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
(Address of principal executive offices, including zip code)
EDGAR M. NORRIS & CO., INC.
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 value 37,549 shares $ 33.25 $ 1,248,504.25 $ 329.61
____________________________________________________________________________________________________
(1) Pursuant to Rule 457(c) and (h)(1), based on the average ($33.25) of the high ($33.56) and low ($32.94) prices of the Registrant's Common Stock
on December 14, 2000, as reported on the New York Stock Exchange.
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, 1999, filed on March 14, 2000;
(b) The Company's Quarterly Reports on Form 10-Q and/or Form 10-Q/A for the fiscal quarters ended March 31, 2000, June 30,
2000 and September 30, 2000, filed on May 12, 2000, June 5, 2000, August 11, 2000 and November 14, 2000, respectively;
(c) The Company's Current Reports on Form 8-K filed on January 12, 2000, February 7, 2000, February 9, 2000, April 11,
2000, April 28, 2000, July 18, 2000, July 27, 2000, August 23, 2000, September 6, 2000, October 12, 2000, October 26, 2000, October 27, 2000,
October 30, 2000 and December 5, 2000, respectively;
(d) The description of the Company's Common Stock, par value $5.00 per share, contained in the Company's Registration
Statement on Form 8-A filed with the Commission on September 4, 1991 with respect to the Common Stock, including any amendment or report filed
for the purpose of updating such description.
(e) The Company's Registration Statement on Form 8-A relating to the Company's shareholder rights plan, filed with the
Commission on January 10, 1997; and
(f) 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. Attorneys of the firm hold an aggregate of approximately 88,473 shares of the Common Stock of 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 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. Š 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:
Exhibit No. Description
---------- -----------
4.1 Amended and Restated Articles of Incorporation of the Company, as amended, which are incorporated by reference to
Exhibit 3(a) to the Company's Annual Report on Form 10-K for the year ended December 31, 1996, filed with the
Commission on March 17, 1997.
4.2 Articles of Amendment to the Articles of Incorporation of the Company, which are incorporated by reference to Exhibit
3(a)(ii) to the Company's Annual Report on Form 10-K for the year ended December 31, 1997, filed with the Commission on
March 18, 1998.
4.3 Bylaws of the Company, as amended, which are incorporated by reference to Exhibit 3(b) to the Company's Annual Report
on Form 10-K for the year ended December 31, 1997, filed with the Commission on March 18, 1998.
4.4 Rights Agreement dated as of December 17, 1996 between the Company and Branch Banking and Trust Company, Rights Agent,
which is incorporated by reference to Exhibit A filed under Form 8-A, filed with the Commission on January 10, 1997.
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 Edgar M. Norris & Co., Inc. Employee Retention Plan
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.
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 20th day of December, 2000.
BB&T CORPORATION
By: /s/ Jerone C. Herring
--------------------------------------------------
Jerone C. Herring
Executive Vice President and Secretary
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 December 20, 2000.
/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 President
Chief Executive Officer and Chief Financial Officer
(principal executive 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*
------------------------------------------------------------ --------------------------------------------------
Name: Nelle Ratrie Chilton Name: Alfred E. Cleveland
Title: Director Title: Director
/s/ W. R. Cuthbertson, Jr.* /s/ Ronald E. Deal*
------------------------------------------------------------ --------------------------------------------------
Name: W. R. Cuthbertson, Jr. Name: Ronald E. Deal
Title: Director Title: Director
/s/ A. J. Dooley, Sr.* /s/ Tom D. Efird*
------------------------------------------------------------ --------------------------------------------------
Name: A. J. Dooley, Sr. Name: Tom D. Efird
Title: Director Title: Director
/s/ Paul S. Goldsmith* /s/ Lloyd V. Hackley*
------------------------------------------------------------ --------------------------------------------------
Name: Paul S. Goldsmith Name: L. Vincent Hackley
Title: Director Title: Director
/s/ Jane P. Helm* /s/ Richard Janeway, M.D.*
------------------------------------------------------------ --------------------------------------------------
Name: Jane P. Helm Name: Richard Janeway, M.D.
Title: Director Title: Director
/s/ J. Ernest Lathem, M.D.* /s/ James H. Maynard*
------------------------------------------------------------ --------------------------------------------------
Name: J. Ernest Lathem, M.D. Name: James H. Maynard
Title: Director Title: Director
/s/ Joseph A. McAleer, Jr.* /s/ Albert O. McCauley*
------------------------------------------------------------ --------------------------------------------------
Name: Joseph A. McAleer, Jr. Name: Albert O. McCauley
Title: Director Title: Director
/s/ Richard L. Player, Jr.*
------------------------------------------------------------ --------------------------------------------------
Name: J. Holmes Morrison Name: Richard L. Player, Jr.
Title: Director Title: Director
/s/ C. Edward Pleasants* /s/ Nido R. Qubein*
------------------------------------------------------------ --------------------------------------------------
Name: C. Edward Pleasants 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
/s/ Harold B. Wells*
------------------------------------------------------------
Name: Harold B. Wells
Title: Director
*By: Jerone C. Herring
------------------------------------------------------------
Jerone C. Herring
Attorney-in-Fact
EXHIBIT INDEX
to
Registration Statement on Form S-8 of
BB&T Corporation
Exhibit No. Description
4.1 Amended and Restated Articles of Incorporation of the Company, as amended, which are incorporated by reference to Exhibit 3(a) to
the Company's Annual Report on Form 10-K for the year ended December 31, 1996, filed with the Commission on March 17, 1997.
4.2 Articles of Amendment to the Articles of Incorporation of the Company, which are incorporated by reference to Exhibit 3(a)(ii) to
the Company's Annual Report on Form 10-K for the year ended December 31, 1997, filed with the Commission on March 18, 1998.
4.3 Bylaws of the Company, as amended, which are incorporated by reference to Exhibit 3(b) to the Company's Annual Report on Form 10-K
for the year ended December 31, 1997, filed with the Commission on March 18, 1998.
4.4 Rights Agreement dated as of December 17, 1996 between the Company and Branch Banking and Trust Company, Rights Agent, which is
incorporated by reference to Exhibit A filed under Form 8-A, filed with the Commission on January 10, 1997.
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 Edgar M. Norris & Co., Inc. Employee Retention Plan
EXHIBIT 5
[Firm Letterhead]
December 20, 2000
BB&T Corporation
200 West Second Street
Winston-Salem, North Carolina 27101
Re: Registration Statement on Form S-8 with respect to the Edgar M. Norris & Co., Inc. Employee Retention Plan
Ladies and Gentlemen:
We have served as counsel for BB&T Corporation (the "Company") in connection with its registration under the Securities Act of 1933, as
amended, of an aggregate of 37,549 shares of its common stock, $5.00 par value per share (the "Shares"), which are proposed to be offered and sold pursuant
to the Edgar M. Norris & Co., Inc. Employee Retention Plan (the "Plan"), and 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") with respect to the Shares.
We have reviewed the Company's articles of incorporation and bylaws, each as amended to date, and have examined the originals, or copies
certified or otherwise identified to our satisfaction, of corporate records of the Company, including minute books of the Company as furnished to us by the
Company, certificates of public officials and of representatives of the Company, statutes and other instruments and documents, as a basis for the opinions
hereinafter expressed. In rendering this opinion, we have relied upon certificates of public officials and officers of the Company with respect to the
accuracy of the factual matters contained in such certificates. We also have reviewed the Plan and the Registration Statement.
In connection with such review, we have assumed with your permission (1) the genuineness of all signatures; (2) the authenticity of all
documents submitted to us as originals and the conformity to original documents of all documents submitted to us as certified or photostatic copies; and
(3) the proper issuance and accuracy of certificates of public officials and officers and agents of the Company. In rendering opinions as to future
events, we have assumed the facts and law existing on the date hereof.
Based upon the foregoing, and having regard for such legal considerations as we have deemed relevant, we are of the opinion that the
Shares have been duly authorized and, when issued in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.
This opinion is limited to the laws of the State of North Carolina. This opinion is rendered as of the date hereof, and we undertake no
obligation to advise you of any changes in applicable law or any other matters that may come to our attention after the date hereof.
We hereby consent to the filing 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.
WOMBLE CARLYLE SANDRIDGE & RICE
A Professional Limited Liability Company
By: /s/ Jane Jeffries Jones
-------------------------------------------
Jane Jeffries Jones
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
October 27, 2000, included in BB&T Corporation's Form 8-K dated October 27, 2000, and to all references to our firm included in this registration
statement. Our report dated January 24, 2000, included in BB&T Corporation's financial statements previously filed on Form 10-K and incorporated by
reference in this registration statement, and our report dated April 27, 2000, included in BB&T Corporation's financial statements previously filed on Form
8-K dated April 28, 2000 and incorporated by reference in this registration statement, are no longer appropriate since restated financial statements have
been presented giving effect to business combinations accounted for as poolings of interests.
/s/ ARTHUR ANDERSEN LLP
Charlotte, North Carolina
December 20, 2000
EXHIBIT 24
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 Edgar M. Norris & Co., Inc. 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 December 19, 2000.
/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 President
Chief Executive Officer and Chief Financial Officer
(principal executive 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
------------------------------------------------------------ --------------------------------------------------
Name: Nelle Ratrie Chilton Name: Alfred E. Cleveland
Title: Director Title: Director
/s/ W. R. Cuthbertson, Jr. /s/ Ronald E. Deal
------------------------------------------------------------ --------------------------------------------------
Name: W. R. Cuthbertson, Jr. Name: Ronald E. Deal
Title: Director Title: Director
/s/ A. J. Dooley, Sr. /s/ Tom D. Efird
------------------------------------------------------------ --------------------------------------------------
Name: A. J. Dooley, Sr. Name: Tom D. Efird
Title: Director Title: Director
/s/ Paul S. Goldsmith /s/ Lloyd V. Hackley
------------------------------------------------------------ --------------------------------------------------
Name: Paul S. Goldsmith Name: L. Vincent Hackley
Title: Director Title: Director
/s/ Jane P. Helm /s/ Richard Janeway, M.D.
------------------------------------------------------------ --------------------------------------------------
Name: Jane P. Helm Name: Richard Janeway, M.D.
Title: Director Title: Director
/s/ J. Ernest Lathem, M.D. /s/ James H. Maynard
------------------------------------------------------------ --------------------------------------------------
Name: J. Ernest Lathem, M.D. Name: James H. Maynard
Title: Director Title: Director
/s/ Joseph A. McAleer, Jr. /s/ Albert O. McCauley
------------------------------------------------------------ --------------------------------------------------
Name: Joseph A. McAleer, Jr. Name: Albert O. McCauley
Title: Director Title: Director
/s/ Richard L. Player, Jr.
------------------------------------------------------------ --------------------------------------------------
Name: J. Holmes Morrison Name: Richard L. Player, Jr.
Title: Director Title: Director
/s/ C. Edward Pleasants /s/ Nido R. Qubein
------------------------------------------------------------ --------------------------------------------------
Name: C. Edward Pleasants 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
/s/ Harold B. Wells
------------------------------------------------------------
Name: Harold B. Wells
Title: Director
EXHIBIT 99
EDGAR M. NORRIS & CO., INC.
EMPLOYEE RETENTION PLAN
EDGAR M. NORRIS & CO., INC.
EMPLOYEE RETENTION PLAN
l. Purpose. The purpose of the Edgar M. Norris & Co., Inc. Employee Retention Plan (the "Plan") is to further the stability and
financial success of BB&T and the Company by retaining key employees through the grant of stock-based incentive awards ("Retention Awards" or "Awards").
It is believed that Retention Awards granted to such employees under this Plan will strengthen their desire to remain employed with the Company, BB&T or
another BB&T Subsidiary, thereby further stimulating such employees' efforts to enhance the efficiency, soundness, profitability, growth and shareholder
value of the Company and BB&T. The effective date (the "Effective Date") of the Plan shall be November 15, 2000.
2. Definitions. In addition to terms defined elsewhere in the Plan, the following terms shall have the meanings indicated:
(a) "Applicable Withholding Taxes" means the aggregate amount of federal, state and local income and payroll taxes that the Company,
BB&T or another BB&T Subsidiary 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 the common stock of BB&T, $5.00 par value per share.
(d) "BB&T Subsidiary" means any corporation (other than BB&T) in an unbroken chain of corporations beginning with BB&T if each
corporation other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of
stock in another corporation in the chain.
(e) A "Change of Control" shall be deemed to have occurred if (i) any person or group of persons (as defined in Section 13(d) and 14(d)
of the Exchange Act) together with its affiliates, excluding employee benefit plans of the Company or BB&T, is or becomes, directly or indirectly, the
"beneficial owner" (as defined in Rule 13d-3 promulgated under the Exchange Act) of securities of the Company or BB&T representing twenty percent (20%) or
more of the combined voting power of the Company's or BB&T's then outstanding securities; or (ii) as a result of a tender offer or exchange offer for the
purchase of securities of the Company or BB&T (other than such an offer by BB&T for its own securities), or as a result of a proxy contest, merger,
consolidation or sale of assets, or as a result of any combination of the foregoing, individuals who at the beginning of any two-year period constitute
BB&T's Board of Directors, plus new directors whose election or nomination for election by BB&T's shareholders is approved by a vote of at least two-thirds
of the directors still in office who were directors at the beginning of such two-year period, cease for any reason during such two-year period to
constitute at least two-thirds of the members of such Board of Directors; or (iii) the shareholders of BB&T approve a merger or consolidation of BB&T with
any other corporation or entity regardless of which entity is the survivor, other than a merger or consolidation which would result in the voting
securities of BB&T outstanding immediately prior thereto continuing to represent (either by remaining outstanding or being converted into voting securities
of the surviving entity) at least forty percent (40%) of the combined voting power of the voting securities of BB&T or such surviving entity outstanding
immediately after such merger or consolidation; or (iv) the shareholders of BB&T approve a plan of complete liquidation or winding-up of BB&T or an
agreement for the sale or disposition by BB&T of all or substantially all of BB&T's assets; or (v) any event which BB&T's Board of Directors determines
constitutes a Change of Control.
(f) "Code" means the Internal Revenue Code of 1986, as amended.
(g) "Company" means Edgar M. Norris & Co., Inc. and any successor or subsidiary of Edgar M. Norris & Co., Inc., including, without
limitation, the Surviving Subsidiary as defined in Section 4.16 of the Merger Agreement.
(h) "Committee" means the Compensation Committee of the Board of Directors of BB&T.
(i) "Date of Grant" means the date of grant of a Retention Award, as provided in Section 5(a)(i) herein.
(j) "Disability" means the inability to engage in any substantial gainful activity by reason of any medically determinable physical or
mental impairment which can be expected to result in death, or which has lasted or can be expected to last for a continuous period of not less than twelve
(12) months. The Committee shall have sole discretion to determine whether a Participant is disabled for purposes of the Plan.
(k) "Exchange Act" shall mean the Securities and Exchange Act of 1934, as amended.
(l) A "Just Cause" termination shall mean termination due to any of the following: a Participant's personal dishonesty, gross
incompetence, willful misconduct, breach of a fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of
any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, conviction of a felony or of a misdemeanor
involving moral turpitude, unethical business practices in connection with the Company's or BB&T's business, misappropriation of the Company's or BB&T's
assets or those of their Affiliates (as defined below), or material breach of any other provision of any employment agreement between the Participant and
the Company or BB&T or any other BB&T Subsidiary, provided that the Participant has received written notice from the Company or BB&T of such material
breach and such breach remains uncured thirty (30) days after the delivery of such notice. The term "Affiliate" means a Person that directly or indirectly
through one or more intermediaries, controls, or is controlled by, or is under common control with, another Person; and the term "Person" means any person,
partnership, corporation, company, group or other entity. The Committee shall have sole discretion to determine if a Participant's termination of
employment is for Just Cause for purposes of the Plan.
2
(m) "Merger Agreement" means the Agreement and Plan of Reorganization between BB&T and Edgar M. Norris & Co., Inc. dated as of
September 25, 2000, as it may be amended, and the term "Merger" means the merger transaction contemplated pursuant to the terms of the Merger Agreement.
(n) "Participant" means any employee of the Company who receives a Retention Award under the Plan.
(o) "Retirement" means retirement in accordance with the retirement policies and procedures established for the Company. The Committee
shall have sole discretion to determine whether a Participant has terminated employment due to retirement for purposes of the Plan.
(p) "Securities Act" means the Securities Act of 1933, as amended.
(q) "Vesting Date" means each of July 15, 2001, July 15, 2002, July 15, 2003, July 15, 2004 and July 15, 2005.
(r) "Vesting Percentage" means the following percentages of the shares of BB&T Stock allocated for distribution under the Plan on the
respective Vesting Dates:
(i) July 15, 2001 - 15%
(ii) July 15, 2002 - 15%
(iii) July 15, 2003 - 20%
(iv) July 15, 2004 - 20%
(v) July 15, 2005 - 30%
3. Shares of BB&T Stock Subject to the Plan.
----------------------------------------
(a) Subject to adjustments as provided in Section 3(c), the maximum number of shares of BB&T Stock that may be issued pursuant to
Awards shall be 37,549 authorized but unissued shares, which number shall represent $1,058,407 divided by the "Average Closing Price" as defined in Section
1.7(a) of the Merger Agreement.
(b) BB&T hereby reserves sufficient authorized shares of BB&T Stock to meet the grant of Retention Awards hereunder. Any shares
subject to an Award which is subsequently forfeited or is terminated may again be the subject of an Award granted under the Plan, in the sole discretion of
BB&T. To the extent that any shares of BB&T Stock subject to an Award are not delivered to a Participant (or his beneficiary) because the Award is
forfeited or canceled, such shares shall not be deemed to have been issued for purposes of determining the maximum number of shares of BB&T Stock available
for issuance under the Plan.
3
(c) If there is any change in the outstanding shares of BB&T Stock because of a merger, consolidation or reorganization involving BB&T,
or if the Board of Directors of BB&T declares a stock dividend, stock split distributable in shares of BB&T Stock or reverse stock split, or if there is a
similar change in the capital stock structure of BB&T or a related entity affecting the BB&T Stock, the number of shares of BB&T Stock reserved for
issuance under the Plan shall be correspondingly adjusted, and the Committee shall make such adjustments to Retention Awards or to any provisions of this
Plan as the Committee deems equitable to prevent dilution or enlargement of Awards or as may be otherwise advisable.
4. Eligibility.
-----------
(a) The employees of the Company listed on Exhibit A to the Plan (as such Exhibit A may hereafter be attached hereto or amended) shall
be the Participants in the Plan.
(b) Neither the grant of a Retention Award nor any other provision of the Plan shall confer upon a Participant any right to continue in
the employment or service of the Company, BB&T or another BB&T Subsidiary as an employee, or to interfere in any way with the right of the Company, BB&T
or another BB&T Subsidiary to terminate the Participant's employment or service at any time. Except as otherwise provided in the Plan, (i) all rights of
a Participant with respect to an Award shall terminate upon the termination of the Participant's employment with the Company, BB&T or another BB&T
Subsidiary; and (ii) Awards granted under the Plan shall not be affected by any change in the duties or position of the Participant, as long as such
individual remains an employee of the Company, BB&T or another BB&T Subsidiary.
5. Grant and Vesting of Retention Awards.
-------------------------------------
(a) Grant of Awards; Issuance of BB&T Stock.
---------------------------------------
(i) Subject to the approval of BB&T, the Company shall select those eligible individuals who shall be entitled to
participate in the Plan and shall assign to each such Participant a percentage of the shares authorized for issuance under the Plan
representing the number of shares (rounded to the nearest whole share) to be eligible for distribution to the Participant in accordance with
the Plan and Section 4.14 of the Merger Agreement. The Company shall make such election and assignment no later than thirty (30) days after
the Effective Time (as defined in Section 1.3 of the Merger Agreement) of the Merger, and such election and assignment shall be reflected in
Exhibit A to the Plan. As soon as practicable following the Company's election and assignment, the Company shall give to each Participant a
notice stating the number of whole shares of BB&T Stock granted hereunder to the Participant, along with a copy of the Plan and the provisions
of Exhibit A that apply to the Participant. The date of delivery of such notice to a Participant shall be deemed the Date of Grant with respect
to the Participant's Award. All rights of Participants hereunder shall be governed by the terms of the Plan.
4
(ii) Within thirty (30) days following the Date of Grant, BB&T shall issue stock certificates representing ownership of the
shares of BB&T Stock subject to Retention Awards under the Plan. A 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 (or its designee) 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 within
thirty (30) days after the Date of Grant a stock power executed in blank by such Participant. All shares of BB&T Stock that are subject to a
Retention Award shall be deemed to be issued and outstanding as of a date not to exceed thirty (30) days following the Date of Grant, and each
Participant shall be entitled to the payment of dividends and to vote on all record dates on and after the date such shares are deemed to be
issued and outstanding unless and until such shares shall be forfeited hereunder. Any shares so forfeited shall be transferred by the Company
to BB&T and thereupon canceled.
(b) Distribution of Shares Following Vesting; Forfeiture. Except as otherwise provided in Section 5 herein, each Participant who has
been continuously employed by the Company, BB&T or another BB&T Subsidiary from the Date of Grant to a particular 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 by the Vesting Percentage applicable to such Vesting Date. Except as otherwise provided in Sections–5(c), 5(d), 5(e) and 5(f) herein, no distribution
shall be made under the Plan with respect to any Vesting Date to any Participant who shall not be actually employed by the Company, BB&T or another BB&T
Subsidiary continuously from the Effective Date through such Vesting Date, and all rights to receive future distributions under the Plan shall be forfeited
by any Participant from and after the date of termination of the employment of such Participant for any reason. Except as may otherwise be provided in
Sections 5(c), 5(d), 5(e) and 5(f), all distributions pursuant to the Plan to any Participant as of any Vesting Date shall be made within thirty (30) days
following each Vesting Date.
(c) Termination Due to Disability. Notwithstanding any other provision in Section–5 to the contrary, if a Participant shall be unable
to carry out the essential functions of his employment by the Company (or BB&T or another BB&T Subsidiary) by reason of Disability but shall continue to
receive salary payments and benefits pending termination of his employment on account of Disability, then, in such event, such Participant shall be deemed
for purposes of the Plan to have been continuously employed during the period such salary payments and benefits continue (the "Compensation Continuation
Period"); provided, however, that the number of shares distributable to such Participant as of a Vesting Date occurring during a Compensation Continuation
Period shall equal the product of that number of shares that would have been distributable to such Participant if his employment had actually continued
uninterrupted through the Vesting Date multiplied by a fraction, the numerator of which is the number of days on which such Participant actively rendered
services for the Company and, if applicable, the Surviving Subsidiary (or BB&T or another BB&T Subsidiary) during the one-year period ending on the Vesting
Date, and the denominator of which is the number of days in such period. Distribution of such shares shall be made within thirty (30) days after the
applicable Vesting Date.
5
(d) Termination Due to Death or Retirement. Notwithstanding any other provision in Section 5 to the contrary, in the event of the
death or retirement of a Participant, then, in such event, the Participant shall be deemed for purposes of the Plan to have been continuously employed
through the first Vesting Date to occur after the date of death or retirement, as the case may be, and such Participant (or his beneficiary) shall be
entitled to receive, within thirty (30) days after such Vesting Date, such number of shares as is equal to the product of the number of shares that would
have been distributable to such Participant if his employment had actually continued uninterrupted through such Vesting Date multiplied by a fraction, the
numerator of which is the number of days in the one-year period ending on such Vesting Date during which such Participant was employed by and actively
rendered services to the Company or, if applicable, the Surviving Subsidiary (or BB&T or another BB&T Subsidiary), and the denominator of which is the
number of days in such period.
(e) Termination Other than for Just Cause. Notwithstanding any other provision in Section 5 to the contrary, in the event that the
employment of a Participant is terminated for a reason other than Just Cause, the Participant shall be deemed for purposes of the Plan to have been
continuously employed through the first Vesting Date to occur after the termination date and the Participant shall be entitled to receive, within thirty
(30) days after such Vesting Date, such number of shares as is equal to the product of the number of shares that would have been distributable to such
Participant if his employment had actually continued uninterrupted through such Vesting Date multiplied by a fraction, the numerator of which is the number
of days in the one-year period ending on such Vesting Date during which such Participant was employed by and actively rendered services to the Company or,
if applicable, the Surviving Subsidiary (or BB&T or another BB&T Subsidiary), and the denominator of which is the number of days in such period.
(f) Effect of Change of Control and Certain Terminations. Notwithstanding any other provision in Section 5 to the contrary, in the
event of both (i) a "Change of Control" and (ii) a termination of employment other than a voluntary termination or for a reason other than Just Cause of
all of Glenn R. Oxner, Edgar M. Norris, Jr., and G. Bruce McPherson, Jr. within six (6) months following the effective date of such Change of Control, each
Participant who was continually employed by the Company (or BB&T or another BB&T Subsidiary) through the effective date of the Change of Control shall be
entitled to receive, within thirty (30) days after the last of the terminations of employment referenced in (ii), the percentage disclosed in Exhibit A
assigned to such Participant of the undistributed balance of the shares of BB&T Stock remaining available for distribution under the Plan.
(g) No Fractional Shares. 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 designated 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 or such other fair market valuation method as may be deemed appropriate by the Committee) and distributed to the Participant, and
the fractional share shall be canceled by BB&T.
6
(h) Participant Obligation to Pay Applicable Withholding Taxes. Each Participant shall agree, as a condition to receiving an award of
BB&T Stock hereunder, to pay to the Company (or BB&T or another BB&T Subsidiary, as the case may be), or make arrangements satisfactory to the Company (or
BB&T or another BB&T Subsidiary) regarding the payment to the Company (or BB&T or another BB&T Subsidiary) of, Applicable Withholding Taxes. Until such
amount has been paid or arrangements satisfactory to the Company (or BB&T or another BB&T Subsidiary) have been made, no stock certificate(s) shall be
delivered to such Participant.
6. Nontransferability of Retention Awards. A Participant's interest in a Retention Award may not be sold, assigned, transferred,
pledged, hypothecated, or otherwise encumbered.
7. Termination, Modification and Amendment. The Plan and any Award granted under the Plan may be amended or terminated at any time by
the Committee; provided, that (a) amendment or termination of an Award shall not, without the consent of a recipient of an Award, adversely affect the
rights of the recipient with respect to an outstanding Award, and (b) notwithstanding the foregoing, BB&T or the Company may unilaterally amend the Plan
and any Award with respect to Participants as it deems appropriate to comply with applicable law, rule or regulation. Unless earlier terminated by the
Committee, the Plan shall terminate at the close of business on August 31, 2005.
8. Administration of the Plan. The Plan shall be administered by the Committee. Any action of the Committee with respect to the Plan
may be taken by a written instrument signed by all of the members of the Committee, and any such action so taken by written consent shall be as fully
effective as if it had been taken by a majority of the members at a meeting duly held and called. Subject to the provisions of the Plan, the Committee
shall have full and final authority in its discretion to take any action with respect to the Plan including, without limitation, the authority (i) to
determine all matters relating to Awards, including but not limited to the terms, conditions, restrictions and limitations of an Award; (ii) to prescribe
the form or forms of the agreements, if any, and other documentation related to any Awards granted under the Plan; (iii) to establish, amend and rescind
rules and regulations for the administration of the Plan; and (iv) to construe and interpret the Plan, the Awards and any documentation relating to Awards
granted under the Plan, to interpret rules and regulations for administering the Plan and to make all other determinations deemed necessary or advisable
for administering the Plan. The Committee shall also have authority, in its sole discretion, to accelerate the date that any Award which was not otherwise
vested shall become vested in whole or in part without any obligation to accelerate such date with respect to any other Award granted to any recipient. No
member of the Committee shall be liable while acting as administrator of the Plan for any action or determination made in good faith with respect to the
Plan or any Award.
7
9. Restrictions on Awards and Shares. BB&T and the Company may impose such restrictions on Awards and shares of BB&T Stock
representing Awards hereunder as it or they may deem advisable, including without limitation restrictions under the federal securities laws or the
requirements of any stock exchange or similar organization or any blue sky or state securities laws applicable to such shares. Notwithstanding any other
Plan provision to the contrary, neither BB&T nor the Company shall be obligated to issue, deliver or transfer shares of BB&T Stock under the Plan, make any
other distribution of benefits under the Plan, or take any other action, unless such delivery, distribution or action is in compliance with all applicable
laws, rules and regulations (including but not limited to the requirements of the Securities Act). BB&T shall use its best efforts to register the shares
issuable under the Plan with the Securities and Exchange Commission. BB&T or the Company may cause a restrictive legend to be placed on any certificate
issued pursuant to an Award hereunder in such form as may be prescribed from time to time by applicable laws and regulations or as may be advised by legal
counsel.
10. Not a Benefit Plan. In no event shall any amounts accrued, distributable or payable under the Plan be treated as compensation for
the purpose of determining the amount of contributions or benefits to which any person shall be entitled under any retirement plan sponsored by BB&T, the
Company or another BB&T Subsidiary that is intended to be a qualified plan within the meaning of Section 401(a) of the Code or under any other benefit or
compensation plan, arrangement or program sponsored by BB&T, the Company or another BB&T Subsidiary.
11. Beneficiary. The Committee may, in its discretion, establish procedures pursuant to which a Participant may designate one or more
persons to be the beneficiary, in the event of the Participant's death, of any rights or benefits to which the Participant would otherwise be entitled. A
beneficiary designation shall be subject to such conditions as may be established by the Committee. In the event that a Participant dies and a valid
beneficiary designation has not been made, the Participant's estate shall be deemed to be his beneficiary.
12. 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 mail or mailed first class, postage prepaid, as follows: (a) if to BB&T, at the
principal business address of BB&T, to the attention of the Corporate Secretary; (b) if to the Company, at the principal business address of the Company,
to the attention of the Office of the President; or (c) 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.
13. Governing Law. The terms of this Plan shall be governed by the laws of the State of North Carolina, without regard to the
principles of the conflicts of laws.
8
IN WITNESS WHEREOF, this Edgar M. Norris & Co., Inc. Employee Retention Plan has been executed this 15th day of November, 2000.
BB&T CORPORATION
By: /s/Scott E. Reed
Scott E. Reed
Senior Executive Vice President
EDGAR M. NORRIS & CO., INC.
By: /s/Glenn R. Oxner
Glenn R. Oxner
Chairman and Chief Executive Officer
9
EXHIBIT A
TO
EDGAR M. NORRIS & CO., INC.
EMPLOYEE RETENTION PLAN
Number of Shares
Name of Participant Subject to Retention Award
------------------- --------------------------
