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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
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(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)
BB&T CORPORATION
1995 OMNIBUS STOCK INCENTIVE PLAN
(As Amended and Restated)
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(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
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(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, par value
$5.00 per share 21,600,592 shares $ 26.001 $561,636,993 $148,272.17
- --------------------------------------------------------------------------------
(1) Pursuant to Rule 457(c) and (h)(1), based on the average ($26.001) of
the high ($26.188) and low ($25.813) prices of the Registrant's
Common Stock on May 5, 2000, as reported on the New York Stock Exchange.
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<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, 1999, as filed with the Commission on March 14, 2000;
(b) The Company's Current Reports on Form 8-K filed with the
Commission on January 12, 2000, February 7, 2000, February 9, 2000, April 11,
2000 and April 28, 2000, respectively;
(c) 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 such Common
Stock, including any amendment or report filed for the purposes of updating such
description;
(d) 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
(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; and
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.
Pursuant to General Instruction E to Form S-8, the contents of
Registration Statement No. 33-03989, relating to the offer and sale of the
Registrant's Common Stock under the BB&T Corporation 1995 Omnibus Stock
Incentive Plan (formerly, the Southern National Corporation 1995 Omnibus Stock
Incentive Plan), are incorporated by reference in this Registration Statement on
Form S-8.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
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The legality of the securities offered hereby has been passed
upon by Jerone C. Herring, Esquire, Executive Vice President and General Counsel
to the Company, who owns approximately 67,203 shares of Common Stock.
Item 6. Indemnification of Directors and Officers.
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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, except that 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.
II - 1
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The registrant's bylaws provide for the indemnification of any
director or officer of the registrant against liabilities and litigation
expenses arising out of his status as such, excluding: (i) any liabilities or
litigation expenses relating to activities that were at the time taken known or
believed by such person to be clearly in conflict with the best interest of the
registrant 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.
The registrant's articles of incorporation provide for the
elimination of the personal liability of each director of the registrant to the
fullest extent permitted by law.
The registrant maintains directors' and officers' liability
insurance that, in general, insures: (i) the registrant's directors and officers
against loss by reason of any of their wrongful acts and (ii) the registrant
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
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 Jerone C. Herring, Esq., Executive Vice President and
General Counsel to the Company.
23.1 Consent of Jerone C. Herring, Esq., Executive Vice President and
General Counsel to the Company, which is contained in his opinion
filed as Exhibit 5.
23.2 Consent of Arthur Andersen LLP.
24 Power of Attorney of Directors and Officers of the Company.
99 BB&T Corporation 1995 Omnibus Stock Incentive Plan (as amended and
restated).
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 (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.
II - 3
<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
8th day of May, 2000.
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 May 8, 2000.
/s/ John A. Allison IV * /s/ Scott E. Reed *
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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 *
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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 *
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Name: Tom D. Efird Name: Paul S. Goldsmith
Title: Director Title: Director
/s/ L. Vincent Hackley * /s/ Jane P. Helm *
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Name: L. Vincent Hackley Name: Jane P. Helm
Title: Director Title: Director
/s/ Richard Janeway * /s/ J. Ernest Lathem *
- -------------------------------------- ------------------------------
Name: Richard Janeway, M.D. Name: J. Ernest Lathem, M.D.
Title: Director Title: Director
II - 4
<PAGE>
/s/ James H. Maynard * /s/ Joseph A. McAleer *
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Name: James H. Maynard Name: Joseph A. McAleer
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. * /s/ Nido R. Qubein *
- -------------------------------------- ----------------------------
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
/s/ Harold B. Wells *
- --------------------------------------
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
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 Jerone C. Herring, Esq., Executive Vice President and
General Counsel to the Company.
23.1 Consent of Jerone C. Hering, Esq., Executive Vice President and
General Counsel to the Company, which is contained in his opinion
filed as Exhibit 5.
23.2 Consent of Arthur Andersen LLP.
24 Power of Attorney of Directors and Officers of the Company.
99 BB&T Corporation 1995 Omnibus Stock Incentive Plan (as amended and
restated).
<PAGE>
EXHIBIT 5
<PAGE>
EXHIBIT 5
[BB&T Letterhead]
May 8, 2000
BB&T Corporation
200 West Second Street
Winston-Salem, North Carolina 27101
Re: Registration Statement on Form S-8 Relating to BB&T
Corporation 1995 Omnibus Stock Incentive Plan (as
amended and restated)
Ladies and Gentlemen:
I am familiar with the proceedings taken by BB&T Corporation (the
"Company") in connection with the preparation and filing with the Securities and
Exchange Commission (the "Commission") of a Registration Statement on Form S-8
under the Securities Act of 1933, as amended, of an aggregate of 21,600,592
shares of its common stock, $5.00 par value per share (the "Shares"), which are
proposed to be offered and sold pursuant to the BB&T Corporation 1995 Omnibus
Stock Incentive Plan, as amended and restated (the "Plan").
As counsel for the Company, the Plan and the Registration Statement have
been reviewed under my direction, and I have examined and am familiar with the
records relating to the organization of the Company, including its articles of
incorporation, bylaws and all amendments thereto, and the records of all
proceedings taken by the Board of Directors of the Company pertinent to the
rendering of this opinion.
Based on the foregoing, and having regard for such legal considerations as
I have deemed relevant, I am of the opinion that the Shares have been duly
authorized and, when issued and paid for in accordance with the terms of the
Plan, the Shares will be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the Commission as
Exhibit 5 to the Registration Statement. In giving this consent, I do not admit
that I am 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.
Sincerely,
/S/ Jerone C. Herring
Jerone C. Herring
Executive Vice President and
General Counsel
<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 27, 2000,
included in BB&T Corporation's Form 8-K dated April 28, 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
is no longer appropriate since restated financial statements have been presented
giving effect to a business combination accounted for as a pooling of interests.
/S/ ARTHUR ANDERSEN LLP
Charlotte, North Carolina,
May 8, 2000.
<PAGE>
EXHIBIT 24
<PAGE>
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 offer and
sale of the Company's common stock, $5.00 par value per share, pursuant to the
terms of the BB&T Corporation 1995 Omnibus Stock Incentive Plan (as amended and
restated), 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 April 25, 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 /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 /s/ J. Ernest Lathem
- -------------------------------------- ----------------------------
Name: Richard Janeway, M.D. Name: J. Ernest Lathem, M.D.
Title: Director Title: Director
<PAGE>
/s/ James H. Maynard /s/ Joseph A. McAleer
- -------------------------------------- -----------------------------
Name: James H. Maynard Name: Joseph A. McAleer
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. /s/ Nido R. Qubein
- -------------------------------------- --------------------------
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
/s/ Harold B. Wells
- --------------------------------------
Name: Harold B. Wells
Title: Director
<PAGE>
EXHIBIT 99
<PAGE>
SOUTHERN NATIONAL CORPORATION
1995 OMNIBUS STOCK INCENTIVE PLAN
Effective April 10, 1995
(As Amended and Restated Effective April 23, 1996)
<PAGE>
SOUTHERN NATIONAL CORPORATION
1995 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, Performance Shares or Performance
Units 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.
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<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, Performance Share or Performance Unit award, an Option, an
SAR, or a combination thereof.
1.12a. Payout Ratio means with respect to a Performance Unit the ratio
determined by dividing the Performance Measure by the Performance Target.
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.
-3-
<PAGE>
1.14a. Performance Measure means the dollar amount of compensation as determined
by the Committee which is credited to a Participant pursuant to a Performance
Unit award based on the extent to which a profitability target is achieved
during the Valuation Period. The profitability target may be based on earnings
per share, return on equity or any other financial measure selected by the
Committee. The Performance Measure may be expressed as a percentage of the
Participant's base salary and may be more or less than the Performance Target
according to the extent to which the profitability target is achieved during the
Valuation Period.
1.14b. Performance Target means the dollar amount of compensation as determined
by the Committee which is established by the Committee as a target to be paid to
a Participant pursuant to a Performance Unit award if the profitability target
established by the Committee is achieved during the Valuation Period. The
Performance Target may be expressed as a percentage of the Participant's base
salary.
1.14c. Performance Unit means an award, in an amount determined by the Committee
and specified in an Agreement, 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 Article X(A). The Committee, in its discretion, will determine
whether a Performance Unit will be settled with shares of SNC Common Stock, cash
or a combination of SNC Common Stock and cash.
1.15. Plan means the Southern National Corporation 1995 Omnibus Stock Incentive
Plan, as it may be hereafter amended or restated.
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.
-4-
<PAGE>
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.
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
of the year in which a Performance Share award is granted and ending on the
following December 31. There shall be five Valuation Periods with respect to
each Performance Share award. With respect to Performance Unit awards, there
shall be such number of Valuation Periods as are determined by the Committee at
the time of grant of such award, but in no event less than three Valuation
Periods.
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
-5-
<PAGE>
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 award of Performance Units, 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.
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, Performance Shares and Performance Units 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 condition, 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
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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,
Performance Share award or Performance Unit 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 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 receive an
award of Restricted Stock, Performance Shares or Performance Units 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 receive an award of Restricted Stock,
Performance Shares and Performance Units and may be granted Options or SARs
under this Plan. Further, the Committee may from time to time in its sole
discretion make awards of Restricted Stock, Performance Shares and Performance
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Units 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 Restricted Stock,
Performance Shares and Performance Units 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
Restricted Stock, Performance Share and Performance Unit awards, and all Option
and SAR grants, 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. Incentive stock options may be granted only to
individuals who are employees of SNC or a Subsidiary or are otherwise eligible
to receive such awards under Section 422 of the Code, as such provision may be
hereafter amended. No 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. 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. In addition, in any calendar year, no Participant may receive
shares of SNC Common Stock pursuant to the grant of any awards made under the
Plan for more than a total of 100,000 shares of SNC Common Stock. (For purposes
of the preceding two sentences an Option and related SAR shall be treated as a
single award.) In addition, in any calendar year, no Participant may receive
awards under the Plan payable in cash having an aggregate dollar value in excess
of $300,000.
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ARTICLE V
STOCK SUBJECT TO PLAN
5.01. Source of Shares. Upon the award of shares of Restricted Stock and when a
Performance Share or Performance Unit 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 and
Performance Units under this Plan is six million, subject to increases and
adjustments as provided in this Article V and Article XI.
5.03. Replenishment. The maximum number of shares authorized for issuance under
this Plan under Section 5.02 shall be increased each calendar 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 such calendar year
exceeds the total number of shares of SNC Common Stock outstanding as of the
first day of such calendar year. Provided, however, that: (i) 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 and (ii) for calendar year 1995, the first day of the calendar year
shall be deemed to be May 23, 1995 (the date of SNC's 1995 annual shareholders'
meeting). The issuance of shares of SNC Common Stock under this Plan and the
application of Article XI shall be disregarded for purposes of applying the
preceding sentence.
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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 six million, subject to adjustment as
provided in Article XI.
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 awards, Performance Share awards and Performance
Unit 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.
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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.
1. 7.0Nontransferability. Any Option or SAR granted under this Plan shall be
nontransferable except by will or by the laws of descent and distribution, or,
in the Committee's sole discretion, pursuant to a beneficiary designation
acceptable to the Committee. 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 XII, an Option or SAR may be exercised in whole at any time or in part
from time to time, and an Option or SAR shall vest, at such times and in
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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 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.
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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.
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 except by will or the laws of descent and
distribution or, in the Committee's sole discretion, pursuant to a beneficiary
designation acceptable to the Committee, (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.
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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 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
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Subsidiaries ends on account of death, Legal Disability or Retirement, the
Participant (or the Participant's estate or designated beneficiary 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 award is
settled in cash, the amount of cash payable under a 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, or in the Committee's sole discretion, pursuant to a
beneficiary designation acceptable to the Committee.
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ARTICLE X(A)
PERFORMANCE UNIT AWARDS
10(A).01. Award. In accordance with the provisions of Article IV, the Committee
will designate individuals to whom an award of Performance Units is to be
granted. At the date of grant, the Committee shall establish for each
Performance Unit award: (i) the Performance Measure and (ii) the Performance
Target to be paid to the Participant if the Performance Measure is met during
the applicable Valuation Periods. The number of Performance Units granted to the
Participant will equal the Performance Target of the Participant divided by the
Fair Market Value of a share of SNC Common Stock on the date of grant.
10(A).02. Earning the Award. A Performance Unit award will be earned based on
the value of each Performance Unit at the end of that number of Valuation
Periods following the date of award as determined to be applicable by the
Committee, which number shall not be less than three. As soon as practical after
the expiration of the Valuation Period as the audited financial statements of
the Corporation for the preceding calendar year are available to the Committee,
the Committee will determine the value for each Performance Unit. The value of a
Performance Unit will equal the Payout Ratio times the Fair Market Value of the
SNC Common Stock on the date of grant of the Performance Unit (or such other
nominal value as may be set by the Committee).
10(A).03. Employment. Section 10(A).02 to the contrary notwithstanding, a
Participant's right to earn shares of SNC Common Stock or cash payments under
Performance Unit awards shall terminate if the Participant's employment with SNC
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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 or designated beneficiary in the case of his death), shall, in the
Committee's discretion, be entitled to receive shares of SNC Common Stock or
cash payment on a prorated basis to the extent that Performance Units are earned
in Valuation Periods preceding the Participant's termination of employment and
the next following Valuation Period. In such event; the percentage of
Performance Units to be paid shall equal (i) the number of full calendar months
between the date of grant of the award and the date of termination of
employment, divided by (ii) the total number of months in the Valuation Period.
10(A).04 Issuance of Shares. To the extent that a Performance Unit award is
settled with SNC Common Stock, the shares of SNC Common Stock having a value
equal to the Performance Units earned in accordance with Section 10(A).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(A) but instead will be settled in cash.
10(A).05 Settlement in Cash. To the extent that a Performance Unit 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 Unit award is
settled in cash, the amount of cash payable under a Performance Unit award shall
equal the value of the Performance Units earned during the Valuation Period. The
Committee shall certify the Participant's right to receive the payment.
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10(A).06 Shareholder Rights. No Participant shall, as a result of receiving an
award of Performance Units, have any rights as a shareholder until and to the
extent that the award of Performance Units 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 Unit award or the
right to receive payment thereunder other than by will or the laws of descent
and distribution, or, in the Committee's sole discretion, pursuant to a
beneficiary designation acceptable to the Committee.
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 and Performance Units 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,
Performance Unit 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.
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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
adjustment by reason thereof shall be made with respect to, outstanding awards
of Restricted Stock, Performance Shares, Performance Units, Options or SARs.
The Committee may make awards of Restricted Stock, Performance
Shares and Performance Units and may grant Options and 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, Performance Share and
Performance Unit 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
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to evidence SNC Common Stock for which shares of Restricted Stock are awarded,
Performance Shares or Performance Units 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.
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.
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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, Performance Shares or Performance Units 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.
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, Performance Share or
Performance Unit award or under any Option or SAR outstanding at the time such
amendment is made.
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ARTICLE XV
DURATION OF PLAN
No awards of Restricted Stock, Performance Shares and Performance
Units and no grants of Options and SARs may be made under this Plan after April
9, 2005. Restricted Stock, Performance Share and Performance Unit awards and
Options and SARs granted before that date shall remain valid in accordance with
their terms.
ARTICLE XVI
EFFECTIVE DATE OF PLAN
Awards of Restricted Stock, Performance Shares and Performance
Units may be made and Options and SARs may be granted under this Plan upon its
adoption by the Board, provided that no Restricted Stock, Performance Share or
Performance Unit 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.
<PAGE>
1999 DECLARATION OF AMENDMENT TO
BB&T CORPORATION
1995 OMNIBUS STOCK INCENTIVE PLAN
THIS DECLARATION OF AMENDMENT is made this 27th day of April, 1999, by
BB&T CORPORATION (the "Corporation") to the BB&T Corporation 1995 Omnibus Stock
Incentive Plan (the "Plan").
R E C I T A L S:
- - - - - - - -
It is deemed advisable to amend the Plan in order to permit the
transfer of nonqualified stock options granted under the Plan to the extent
deemed advisable by the committee authorized to administer the Plan (the
"Committee") and in a manner otherwise consistent with certain federal
securities laws, and to make certain related revisions to the Plan.
NOW, THEREFORE, IT IS DECLARED that, effective as of April 27, 1999,
the Plan shall be amended by deleting Section 7.02 of the Plan in its entirety
and inserting the following in lieu thereof:
"Nontransferability. Incentive stock options and SARs shall
not be transferable except by will or the laws of descent and
distribution. In the event of any such transfer of an
incentive stock option, the Option and any corresponding SAR
that relates to such Option must be transferred to the same
person or persons or entity or entities. Non-incentive stock
options shall not be transferable other than by will or the
laws of descent and distribution, except as may be permitted
by the Committee in its sole discretion in a manner consistent
with the registration provisions of the Securities Act of
1933, as amended. Except as may be permitted by the preceding
sentence with respect to the transfer of non-incentive stock
options, (i) 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; and (ii) 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. Notwithstanding the foregoing, on a beneficiary
designation form provided by the Committee, a Participant may
designate a beneficiary to exercise any Option or SAR granted
to him under the Plan upon his death. The designation of a
beneficiary in accordance with procedures established by the
Committee shall not constitute a transfer."
<PAGE>
IN WITNESS WHEREOF, this Declaration of Amendment is executed on behalf
of BB&T Corporation on the day and year first above written.
BB&T CORPORATION
By: /s/ Kelly S. King
President
ATTEST:
/s/ Jerone C. Herring
Secretary
[Corporate Seal]
<PAGE>
2000 DECLARATION OF AMENDMENT TO
BB&T CORPORATION
1995 OMNIBUS STOCK OPTION PLAN
THIS DECLARATION OF AMENDMENT is made effective as of the 1st day of
January, 2000, by BB&T CORPORATION (the "Corporation") to the BB&T Corporation
1995 Omnibus Stock Incentive Plan, as amended and restated (the "Plan").
RECITALS:
It is deemed advisable to amend the Plan in order to increase the
maximum amount of awards that can be received by a participant under the Plan
and to increase the aggregate number of shares of BB&T common stock that may be
issued pursuant to awards under the Plan.
NOW, THEREFORE, IT IS DECLARED, that, effective as of the 22nd day of
February, 2000, the Plan shall be amended as follows:
1. By deleting Section 4.02 of the Plan in its entirety and inserting the
following in lieu thereof:
"4.02. Grants. The Committee will designate individuals to
whom Restricted Stock, Performance Shares and Performance
Units are to be awarded and to whom Options and SARs are to be
granted and will specify the number of shares of BB&T 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 Restricted Stock, Performance
Share and Performance Unit awards, and all Option and SAR
grants, 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. Incentive
stock options may be granted only to individuals who are
employees of BB&T or a Subsidiary or are otherwise eligible to
receive such awards under Section 422 of the Code, as such
provision may be hereafter amended. No Participant may be
granted incentive stock options or related SARs (under all
incentive stock option plans of BB&T 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. No Participant
may be granted Options and SARs that are not related to an
Option in any calendar year for more than 500,000 shares of
BB&T Common Stock. In addition, in any calendar year, no
Participant may receive shares of BB&T Common Stock pursuant
to the grant of any awards made under the Plan for more than a
total of 500,000 shares of BB&T Common Stock. (For purposes of
the preceding two sentences an Option and related SAR shall be
treated as a single award.) In addition, in any calendar year,
no Participant may receive awards under the Plan payable in
cash having an aggregate dollar value in excess of
$2,000,000."
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2. By deleting Section 5.02 of the Plan in its entirety and inserting
the following in lieu thereof:
"5.02. Maximum Number of Shares. The maximum aggregate number
of shares of BB&T Common Stock that may be issued pursuant to
the exercise of Options and SARs and the award of Restricted
Stock and the settlement of the Performance Shares and
Performance Units under this Plan is 29 million, subject to
increases and adjustments as provided in this Article V and
Article XI."
3. By deleting Section 5.04 of the Plan in its entirety and inserting
the following in lieu thereof:
"5.04. Incentive Stock Options. Sections 5.02 and 5.03 to the
contrary notwithstanding, the maximum aggregate number of
shares of BB&T Common Stock that may be issued pursuant to the
exercise of Options that are incentive stock options granted
under this Plan is 29,000,000, subject to adjustment as
provided in Article XI."
IN WITNESS WHEREOF, this Declaration of Amendment is executed on behalf
of BB&T Corporation on the day and year first above written.
BB&T CORPORATION
By: /s/ Kelly S. King
President
ATTEST:
/s/ Jerone C. Herring
Secretary
[Corporate Seal]
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