Common use of Conversion of Stock Options Clause in Contracts

Conversion of Stock Options. (a) At the Effective Time, each option granted by GSMS to purchase shares of GSMS Common Stock, which is outstanding immediately prior thereto (an "Option" or, collectively, the "Options"), granted by the GSMS under the GSMS Stock Plans or otherwise, whether or not exercisable, shall be converted into and become rights with respect to PSS Common Stock, and PSS shall assume each Option, in accordance with the terms of the GSMS Stock Option Plan and stock option agreement by which it is evidenced, except that from and after the Effective Time, (i) PSS and its Compensation Committee shall be substituted for GSMS and the Committee of GSMS's Board of Directors (including, if applicable, the entire Board of Directors of GSMS) administering the GSMS Stock Plans, (ii) each Option assumed by PSS may be exercised solely for shares of PSS Common Stock, (iii) the number of shares of PSS Common Stock subject to such Option shall be equal to the number of whole shares (rounded down to the nearest whole share) of GSMS Common Stock subject to such Option immediately prior to the Effective Time multiplied by the Exchange Ratio, and (iv) the per share exercise price under each such Option shall be adjusted by dividing the per share exercise price under each such Option by the Exchange Ratio and rounding up to the nearest whole cent. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.5(a), each Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Option, within the meaning of Section 424(h) of the Code. (b) Prior to the Effective Time, GSMS shall use its reasonable best efforts to obtain all necessary consents or releases from holders of Options under any of the GSMS Stock Plans or otherwise and take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section. (c) As soon as practicable after the Effective Time, PSS shall deliver to the holders of Options appropriate notices setting forth such holders' rights pursuant to the GSMS Stock Plans and the agreements evidencing the grants of such Options shall continue in effect on the same terms and conditions (subject to adjustments required by this Section 3.5 after giving effect to the Merger and the provisions set forth above). If necessary, PSS shall comply with the terms of the GSMS Stock Plans and ensure, to the extent lawful and practicable, and subject to the provisions of, the GSMS Stock Plans, that Options which qualified as incentive stock options prior to the Effective Time of the Merger continue to qualify as incentive stock options after the Effective Time of the Merger. (d) PSS shall take all corporate action necessary to reserve for issuance a sufficient number of shares of PSS Common Stock for delivery upon the exercise of Options. As soon as practicable after the Effective Time, PSS shall file a registration statement on Form S-3 or Form S-8, as the case may be (or any successor or other appropriate forms), with respect to the shares of PSS Common Stock subject to such Options and shall use its reasonable best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. With respect to those individuals who subsequent to the Merger will be subject to the reporting requirements under Section 16(a) of the 1934 Act, where applicable, PSS shall administer the GSMS Stock Plans in a manner that complies with Rule 16b-3 promulgated under the 1934 Act to the extent the GSMS Stock Plans complied with such rule prior to the Merger.

Conversion of Stock Options. (a) At the Effective Time, each option granted by GSMS to purchase shares of GSMS Common Stock, which is outstanding immediately prior thereto (an "Option" or, collectively, the "Options"), granted by the GSMS under the GSMS Stock Plans or otherwiseOption then outstanding, whether or not then exercisable, shall be converted into and become rights with respect to PSS SNC Common Stock, and PSS SNC shall assume each Stock Option, in accordance with the terms of the GSMS Stock Option Plan and stock option agreement agreement, or other agreement, by which it is evidenced, except that from and after the Effective Time, Time (i) PSS SNC and its Compensation Committee shall be substituted for GSMS UCB and the Committee of GSMSUCB's Board of Directors (including, if applicable, the entire Board of Directors of GSMS) administering the GSMS Stock PlansOption Plan, (ii) each Stock Option assumed by PSS SNC may be exercised solely for shares of PSS SNC Common Stock, (iii) the number of shares of PSS SNC Common Stock subject to such Stock Option shall be equal to the number of whole shares of SNC (rounded down to the nearest whole omitting any fractional share) determined by multiplying the number of GSMS shares of UCB Common Stock subject to such Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, and (iv) the per share exercise price under each such Stock Option shall be adjusted by dividing the per share exercise price under each such Stock Option by the Exchange Ratio and rounding up to the nearest whole cent. Notwithstanding In addition, notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.5(a2.10(a), each Stock Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations Regulations promulgated thereunder, so as to continue as an incentive stock option under Section 424(a) of the Code, and so as not to constitute a modification, extension extension, or renewal of such Optionthe option, within the meaning of Section 424(h) of the Code. SNC and UCB agree to take all necessary steps to effectuate the foregoing provisions of this Section 2.10. (b) Prior to the Effective Time, GSMS shall use its reasonable best efforts to obtain all necessary consents or releases from holders of Options under any of the GSMS Stock Plans or otherwise and take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section. (c) As soon as practicable after the Effective Time, PSS SNC shall deliver to the holders of Options participants in the Stock Option Plan an appropriate notices notice setting forth such holders' participant's rights pursuant to the GSMS Stock Plans thereto, and the agreements evidencing the grants of pursuant to such Options Stock Option Plan shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.5 2.10(a) after giving effect to the Merger and the provisions set forth aboveMerger). If necessary, PSS SNC shall comply with the terms of the GSMS Stock Plans and Option Plan to ensure, to the extent lawful and practicable, required by and subject to the provisions of, the GSMS of such Stock PlansOption Plan, that Stock Options which qualified as incentive stock options prior to the Effective Time of the Merger continue to qualify as incentive stock options after the Effective Time of Time. At or prior to the Merger. (d) PSS Effective Time, SNC shall take all corporate action necessary to reserve for issuance a sufficient number of shares of PSS SNC Common Stock for delivery upon the exercise of OptionsStock Options assumed by it in accordance with this Section 2.10. As soon as practicable after the Effective Time, PSS SNC shall file a registration statement on Form S-3 or Form S-8, as the case may be (or any successor or other appropriate forms), with respect to the shares of PSS SNC Common Stock subject to such Stock Options and shall use its reasonable best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. With respect to those individuals who subsequent to the Merger will be subject to the reporting requirements under Section 16(a) of the 1934 Exchange Act, where applicable, PSS SNC shall administer the GSMS Stock Plans Option Plan assumed pursuant to this Section 2.10 in a manner that complies with Rule 16b-3 promulgated under the 1934 Exchange Act to the extent necessary to preserve for such individuals the GSMS Stock Plans complied with benefits of Rule 16b-3 to the extent such rule benefits were available to them prior to the MergerEffective Time. UCB hereby represents that the Stock Option Plan in its current form complies with Rule 16b-3 to the extent, if any, required as of November 1, 1996. (c) Notwithstanding the foregoing provisions of this Section 2.10, SNC may at its election substitute as of the Effective Time options under the Southern National Corporation 1995 Omnibus Stock Incentive Plan (the "SNC Option Plan") for all or a part of the Stock Options, subject to the following conditions: (i) the requirements of Section 2.10(a)(iii) and (iv) shall be met; (ii) such substitution shall not constitute a modification, extension or renewal of any of the Stock Options which are incentive stock options; (iii) the substituted options shall continue in effect on the same terms and conditions as the Stock Option Plan or other document granting the Stock Option; and (iv) each grant of a substitute option shall have been specifically approved in advance by the full Board of Directors of SNC or by a committee consisting solely of "non-employee" directors as defined in Rule 16b-3. As soon as practicable following the Effective Time, SNC shall deliver to the participants receiving substitute options under the SNC Option Plan an appropriate notice setting forth such participant's rights pursuant thereto. SNC has reserved under the SNC Option Plan adequate shares of SNC Common Stock for delivery upon exercise of any such substituted options. SNC hereby represents that the SNC Option Plan in its current form complies with Rule 16b-3 to the extent, if any, required as of November 1, 1996.

Conversion of Stock Options. (a) At the Effective Time, each option to purchase or other right with respect to shares of Magna Common Stock pursuant to stock options, stock appreciation rights or other rights, including stock awards ("Magna Options") granted by GSMS to purchase shares of GSMS Common StockMagna under the Magna Stock Plans, which is are outstanding immediately prior thereto (an "Option" or, collectively, at the "Options"), granted by the GSMS under the GSMS Stock Plans or otherwiseEffective Time, whether or not exercisable, shall be converted into and become rights with respect to PSS UPC Common Stock, and PSS UPC shall assume each Magna Option, in accordance with the terms of the GSMS Magna Stock Option Plan and stock option or other agreement by which it is evidenced, except that from and after the Effective Time, (i) PSS UPC and its Compensation Salary and Benefits Committee shall be substituted for GSMS Magna and the Committee of GSMSMagna's Board of Directors (including, if applicable, the entire Board of Directors of GSMSMagna) or other independent committee administering the GSMS such Magna Stock PlansPlan, (ii) each Magna Option assumed by PSS UPC may be exercised solely for shares of PSS UPC Common StockStock (or cash in the case of stock appreciation rights), (iii) the number of shares of PSS UPC Common Stock subject to such Magna Option shall be equal to the number of whole shares (rounded down to the nearest whole share) of GSMS Magna Common Stock subject to such Magna Option immediately prior to the Effective Time multiplied by the Exchange RatioRatio and rounding down to the nearest whole share, and (iv) the per share exercise price under each such Magna Option shall be adjusted by dividing the per share exercise price under each such Magna Option by the Exchange Ratio and rounding up to the nearest whole cent. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.5(a)3.5, each Magna Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Internal Revenue Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Optionthe option, within the meaning of Section 424(h) of the Internal Revenue Code. UPC and Magna agree to take all necessary steps to effectuate the foregoing provisions of this Section 3.5. (b) Prior to the Effective Time, GSMS shall use its reasonable best efforts to obtain all necessary consents or releases from holders of Options under any of the GSMS Stock Plans or otherwise and take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section. (c) As soon as practicable after the Effective Time, PSS UPC shall deliver to the holders of Options participants in each Magna Stock Plan an appropriate notices notice setting forth such holders' participant's rights pursuant to the GSMS Stock Plans thereto and the agreements evidencing the grants of subject to such Options Magna Stock Plan shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.5 3.5(a) after giving effect to the Merger Merger), and the provisions set forth above). If necessary, PSS UPC shall comply with the terms of the GSMS each Magna Stock Plans and Plan to ensure, to the extent lawful and practicablerequired by, and subject to the provisions of, the GSMS such Magna Stock PlansPlan, that Magna Options which qualified as incentive stock options prior to the Effective Time of the Merger continue to qualify as incentive stock options after the Effective Time of the Merger. (d) PSS shall take all corporate action necessary to reserve for issuance a sufficient number of shares of PSS Common Stock for delivery upon the exercise of OptionsTime. As soon as practicable Within 30 days after the Effective Time, PSS UPC shall file a registration statement on Form S-3 or Form S-8, as the case may be (or any successor or other appropriate forms), with respect to the shares of PSS UPC Common Stock subject to such Options options and shall use its reasonable best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. With respect . (c) In approving this Agreement, Magna and the Committee appointed by the Board of Directors of Magna in accordance with paragraph 3 of the Magna Bancorp, Inc. 1990 Stock Option and Incentive Plan agree not to those individuals who subsequent permit the holders of options outstanding under such plan to receive cash upon the Merger in an amount equal to the Merger will be excess of the "Market Value" of the Magna Common Stock subject to such option over the reporting requirements under Section 16(a) "Exercise Price" of the 1934 Actshares subject to such option in accordance with Section 11 of the Magna Bancorp, where applicable, PSS shall administer the GSMS Inc. 1990 Stock Plans in a manner that complies with Rule 16b-3 promulgated under the 1934 Act to the extent the GSMS Stock Plans complied with such rule prior to the MergerOption and Incentive Plan.

Conversion of Stock Options. (a) At the Effective Time, each option all rights with respect to FCB Common Stock pursuant to stock options (the “FCB Options”) granted by GSMS to purchase shares of GSMS Common StockFCB under the FCB Option Plans, which is are outstanding immediately prior thereto (an "Option" or, collectively, at the "Options"), granted by the GSMS under the GSMS Stock Plans or otherwiseEffective Time, whether or not exercisable, shall be converted into and become rights with respect to PSS Flag Common Stock, and PSS Flag shall assume each Option, FCB Option in accordance with the terms of the GSMS Stock FCB Option Plan and the stock option agreement by which it is evidenced, except that from . From and after the Effective Time, (i) PSS and its Compensation Committee shall be substituted for GSMS and the Committee of GSMS's Board of Directors (including, if applicable, the entire Board of Directors of GSMS) administering the GSMS Stock Plans, (ii) each FCB Option assumed by PSS Flag may be exercised solely for shares of PSS Flag Common Stock, (iiiii) the number of shares of PSS Flag Common Stock subject to such FCB Option shall be equal to the product of the number of whole shares (rounded down to the nearest whole share) of GSMS FCB Common Stock subject to such FCB Option immediately prior to the Effective Time multiplied by the Exchange RatioRatio and rounding up to the nearest whole share, and (iviii) the per share exercise price under each such FCB Option shall be adjusted by dividing the per share exercise price under each such FCB Option by the Exchange Ratio and rounding up to the nearest whole cent. Notwithstanding Flag agrees to take all necessary steps to effectuate the foregoing provisions of clauses (iii) and (iv) of the first sentence of this Section 3.5(a), each Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Option, within the meaning of Section 424(h) of the Code3.6. (b) Prior All restrictions or limitations on transfer with respect to FCB Common Stock awarded under the FCB Option Plan or any other plan, program or arrangement of any FCB Company, to the Effective Time, GSMS extent that such restrictions or limitations shall use its reasonable best efforts to obtain all necessary consents or releases from holders of Options under any not have already lapsed (whether as a result of the GSMS Merger or otherwise), and except as otherwise expressly provided in such plan, program or arrangement, shall remain in full force and effect with respect to shares of Flag Common Stock Plans or otherwise and take all into which such other lawful action as may be necessary restricted shares of FCB Common Stock are converted pursuant to give effect to the transactions contemplated by Section 3.1 of this SectionAgreement. (c) As soon as practicable At all times after the Effective Time, PSS Flag shall deliver to the holders of Options appropriate notices setting forth such holders' rights pursuant to the GSMS Stock Plans and the agreements evidencing the grants of such Options shall continue in effect on the same terms and conditions (subject to adjustments required by this Section 3.5 after giving effect to the Merger and the provisions set forth above). If necessary, PSS shall comply with the terms of the GSMS Stock Plans and ensure, to the extent lawful and practicable, and subject to the provisions of, the GSMS Stock Plans, that Options which qualified as incentive stock options prior to the Effective Time of the Merger continue to qualify as incentive stock options after the Effective Time of the Merger. (d) PSS shall take all corporate action necessary to reserve for issuance a sufficient such number of shares of PSS Flag Common Stock for delivery upon as shall be necessary to permit the exercise of OptionsFCB Options in the manner contemplated by this Agreement. As soon as practicable after following the Effective Time, PSS Flag shall file a registration statement Registration Statement on Form S-3 or Form S-8, as S-8 with the case may be (or any successor or other appropriate forms), SEC with respect to the shares of PSS Flag Common Stock subject to such the FCB Options and shall use its reasonable best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options any of the FCB Options remain outstanding. With respect Flag shall make any filings required under any applicable state securities laws to those individuals who subsequent to qualify the Merger will be Flag Common Stock subject to such FCB Options for resale thereunder. Flag shall use its reasonable efforts to cause the reporting requirements under Section 16(a) shares of Flag Common Stock to be issued upon the 1934 Act, where applicable, PSS shall administer exercise of FCB Options to be listed on the GSMS Nasdaq National Market or such other market as Flag Common Stock Plans in a manner that complies with Rule 16b-3 promulgated under the 1934 Act to the extent the GSMS Stock Plans complied with such rule prior to the Mergeris then listed.

Conversion of Stock Options. (a) At the Effective Time, each option granted by GSMS or other Equity Right to purchase shares of GSMS JCN Common StockStock pursuant to stock options or stock appreciation rights ("JCN Options") granted by JCN under the JCN Stock Plans, which is are outstanding immediately prior thereto (an "Option" or, collectively, at the "Options"), granted by the GSMS under the GSMS Stock Plans or otherwiseEffective Time, whether or not exercisable, shall be converted into and become rights with respect to PSS Highwoods Common Stock, and PSS Highwoods shall assume each JCN Option, in accordance with the terms of the GSMS JCN Stock Option Plan and stock option agreement by which it is evidenced, except that from and after the Effective Time, (i) PSS Highwoods and its Compensation Committee shall be substituted for GSMS JCN and the Committee committee of GSMSJCN's Board of Directors (including, if applicable, the entire Board of Directors of GSMSJCN) administering the GSMS such JCN Stock PlansPlan, (ii) each JCN Option assumed by PSS Highwoods may be exercised solely for shares of PSS Highwoods Common StockStock (or cash, if so provided under the terms of such JCN Option), (iii) the number of shares of PSS Highwoods Common Stock subject to such JCN Option shall be equal to the number of whole shares (rounded down to the nearest whole share) of GSMS JCN Common Stock subject to such JCN Option immediately prior to the Effective Time multiplied by the Exchange Ratio, and (iv) the per share exercise price under each such JCN Option shall be adjusted by dividing the per share exercise price under each such JCN Option by the Exchange Ratio and rounding up to the nearest whole cent, (v) each JCN Option that would have become fully exercisable under a JCN Stock Plan as a result of a "change in control" will continue to be fully exercisable into shares of Highwoods Common Stock upon consummation of the Merger, and (vi) employment by Highwoods of a JCN employee upon consummation of the Merger will not be deemed a termination of employment by JCN that would limit such employee's rights to exercise any JCN Option under the provisions hereof. Notwithstanding the provisions of clause (iii) of the preceding sentence, Highwoods shall not be obligated to issue any fraction of a share of Highwoods Common Stock upon exercise of JCN Options and any fraction of a share of Highwoods Common Stock that otherwise would be subject to a converted JCN Option shall represent the right to receive a cash payment upon exercise of such converted JCN Option equal to the product of such fraction and the difference between the market value of one share of Highwoods Common Stock at the time of exercise of such Option and the per share exercise price of such Option. For purposes of this Section 3.7, the market value of one share of Highwoods Common Stock at the time of exercise of a JCN Option shall be the closing price of such common stock on the NYSE-Composite Transactions List (as reported by The Wall Street Journal or, if not reported thereby, any other authoritative source selected by Highwoods) on the last trading day preceding the date of exercise. In addition, notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.5(a)3.7, each JCN Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Internal Revenue Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Optionthe option, within the meaning of Section 424(h) of the Internal Revenue Code. (b) Prior . Each of JCN and Highwoods agrees to take all necessary steps to effectuate the Effective Timeforegoing provisions of this Section 3.7, GSMS shall use including using its reasonable best efforts to obtain all necessary consents from each holder of a JCN Option any reasonable Consent or releases from holders of Options under any of the GSMS Stock Plans or otherwise and take all such other lawful action as Contract that may be deemed reasonably necessary or advisable in order to give effect to the transactions contemplated by this SectionSection 3.7. Anything in this Agreement to the contrary notwithstanding, Highwoods shall have the right, in its sole discretion, not to deliver the consideration provided in this Section 3.7 to a former holder of a JCN Option who has not delivered such Consent or Contract. (cb) As soon as practicable after the Effective Time, PSS Highwoods shall deliver to the holders of Options participants in each JCN Stock Plan an appropriate notices notice setting forth such holders' participant's rights pursuant to the GSMS Stock Plans thereto and the agreements evidencing the grants of subject to such Options JCN Stock Plan shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.5 3.7(a) after giving effect to the Merger Merger), and the provisions set forth above). If necessary, PSS Highwoods shall comply with the terms of the GSMS each JCN Stock Plans and Plan to ensure, to the extent lawful and practicablerequired by, and subject to the provisions of, the GSMS such JCN Stock PlansPlan, that JCN Options which qualified as incentive stock options prior to the Effective Time of the Merger continue to qualify as incentive stock options after the Effective Time of Time. At or prior to the Merger. (d) PSS Effective Time, Highwoods shall take all corporate action necessary to reserve for issuance a sufficient number of shares of PSS Highwoods Common Stock for delivery upon the exercise of OptionsJCN Options assumed by it in accordance with this Section 3.7. As soon as practicable after the Effective Time, PSS Highwoods shall file a registration statement on Form S-3 S3 or Form S-8S8, as the case may be (or any successor or other appropriate forms), with respect to the shares of PSS Highwoods Common Stock subject to such Options options and shall use its reasonable best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. With respect to those individuals who subsequent to the Merger will be subject to the reporting requirements under Section 16(a) of the 1934 Act, where applicable, PSS Highwoods shall administer the GSMS JCN Stock Plans Plan assumed pursuant to this Section 3.7 in a manner that complies with Rule 16b-3 16b3 promulgated under the 1934 Act Act. (c) All contractual restrictions or limitations on transfer with respect to JCN Common Stock awarded under the JCN Stock Plan or any other plan, program, Contract or arrangement of any JCN Entity, to the extent that such restrictions or limitations shall not have already lapsed (whether as a result of the GSMS Merger or otherwise), and except as otherwise expressly provided in such plan, program, Contract or arrangement, shall remain in full force and effect with respect to shares of Highwoods Common Stock Plans complied with into which such rule prior restricted stock is converted pursuant to the MergerSection 3.1.

Conversion of Stock Options. (a) At the Effective Time, each option granted Stock Option then outstanding (and which, by GSMS to purchase shares its terms existing as of GSMS Common Stockthe date hereof, which is outstanding immediately prior thereto (an "Option" or, collectively, does not lapse on or before the "Options"Effective Time), granted by the GSMS under the GSMS Stock Plans or otherwise, whether or not then exercisable, shall be converted into and become rights with respect to PSS BB&T Common Stock, and PSS BB&T shall assume each Option, Stock Option in accordance with the terms of the GSMS Stock Option Plan and stock option Plans or in accordance with the terms of the award or agreement by which it is evidencedgoverning such Stock Option, except that from and after the Effective Time, Time (i) PSS BB&T and its Compensation Committee shall be substituted for GSMS Premier and the Premier's Compensation Committee of GSMS's Board of Directors (including, if applicable, the entire Board of Directors of GSMS) administering the GSMS Stock Option Plans, (ii) each Stock Option assumed by PSS BB&T may be exercised solely for shares of PSS BB&T Common Stock, (iii) the number of shares of PSS BB&T Common Stock subject to each such Stock Option shall be the number of whole shares of BB&T (omitting any fractional share) determined by multiplying the number of shares of Premier Common Stock subject to such Option shall be equal to the number of whole shares (rounded down to the nearest whole share) of GSMS Common Stock subject to such Option immediately prior to the Effective Time multiplied by the Common Exchange Ratio, and (iv) the per share exercise price under each such Stock Option shall be adjusted by dividing the per share exercise price under each such Stock Option by the Common Exchange Ratio and rounding up to the nearest whole cent. Notwithstanding the provisions foregoing, BB&T may at its election substitute as of clauses the Effective Time options under the BB&T Corporation 1995 Omnibus Stock Incentive Plan or any other duly adopted comparable plan (in either case, the "BB&T Option Plan") for all or a part of the Stock Options, subject to the following conditions: (A) the requirements of (iii) and (iv) above shall be met; (B) such substitution shall not constitute a modification, extension or renewal (within the meaning of Section 424(h) of the first sentence Code) of this Section 3.5(a)any of the Stock Options which are incentive stock options; and (C) the substituted options shall continue in effect on the same terms and conditions as provided in the Stock Options and the Stock Option Plans. Each grant of a converted or substitute option to any individual who subsequent to the Merger will be a director or officer of BB&T as construed under Commission Rule 16b-3 shall, each as a condition to such conversion or substitution, be approved in accordance with the provisions of Rule 16b-3. Each Stock Option which is an "incentive stock option" option shall be adjusted as required by Section 424 of the Code, and the regulations Regulations promulgated thereunder, so as to continue as an incentive stock option under Section 424(a) of the Code, and so as not to constitute a modification, extension extension, or renewal of such Option, the option within the meaning of Section 424(h) of the Code. (b) Prior . BB&T and Premier agree to the Effective Time, GSMS shall use its reasonable best efforts to obtain take all necessary consents or releases from holders steps to effectuate the foregoing provisions of Options under any of the GSMS Stock Plans or otherwise this Section 2.9. BB&T has reserved and take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section. (c) As soon as practicable after the Effective Time, PSS shall deliver to the holders of Options appropriate notices setting forth such holders' rights pursuant to the GSMS Stock Plans and the agreements evidencing the grants of such Options shall continue in effect on the same terms and conditions (subject to adjustments required by this Section 3.5 after giving effect to the Merger and the provisions set forth above). If necessary, PSS shall comply with the terms of the GSMS Stock Plans and ensure, to the extent lawful and practicable, and subject to the provisions of, the GSMS Stock Plans, that Options which qualified as incentive stock options prior to the Effective Time of the Merger continue to qualify as incentive stock options after the Effective Time of the Merger. (d) PSS shall take all corporate action necessary to reserve for issuance a sufficient number of adequate shares of PSS BB&T Common Stock for delivery upon the exercise of Optionsany converted or substitute options. As soon as practicable after the Effective Time, PSS if it has not already done so, BB&T shall file a registration statement on Form S-3 or Form S-8, as the case may be (or any successor or other appropriate forms), with respect to the shares of PSS BB&T Common Stock subject to such Options converted or substitute options and shall use its reasonable best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such converted or substitute options remain outstanding. With respect to those individuals individuals, if any, who subsequent to the Merger will may be subject to the reporting requirements under Section 16(a) of the 1934 Exchange Act, where applicable, PSS BB&T shall administer the GSMS Stock Option Plans assumed pursuant to this Section 2.9 (or the BB&T Option Plan, if applicable) in a manner that complies with Rule 16b-3 promulgated under the 1934 Exchange Act to the extent necessary to preserve for such individuals the GSMS Stock Plans complied with benefits of Rule 16b-3 to the extent such rule benefits were available to them prior to the MergerEffective Time. Premier hereby represents that the Stock Option Plans in their current forms comply with Rule 16b-3 to the extent, if any, required as of the date hereof. (b) As soon as practicable following the Effective Time, BB&T shall deliver to the participants receiving converted options under the BB&T Option Plan an appropriate notice setting forth such participant's rights pursuant thereto.

Conversion of Stock Options. (a) At the Effective Time, each option granted Stock Option then outstanding (and which by GSMS to purchase shares of GSMS Common Stock, which is outstanding immediately prior thereto (an "Option" or, collectively, its terms does not lapse on or before the "Options"Effective Time), granted by the GSMS under the GSMS Stock Plans or otherwise, whether or not then exercisable, shall be converted automatically into and become rights with respect to PSS Common Stockan option under the BB&T 1995 Omnibus Stock Incentive Plan or successor plan thereto (the "BB&T Option Plan"), and PSS shall assume each Option, in accordance with be governed by the terms and conditions of the GSMS BB&T Option Plan; provided, however, that in no event shall the vesting, exercise and duration provisions of any Stock Option be less favorable following conversion to an option under the BB&T Option Plan than as provided under the individual stock option agreements as in effect under the applicable Stock Option Plan and stock option agreement by which it is evidenced, except that from and after immediately preceding the Effective Time. In making such conversion, (i) PSS and its Compensation Committee shall be substituted for GSMS and the Committee of GSMS's Board of Directors (including, if applicable, the entire Board of Directors of GSMS) administering the GSMS Stock Plans, (ii) each Option assumed by PSS may be exercised solely for shares of PSS Common Stock, (iii) the number of shares of PSS BB&T Common Stock subject to each such Stock Option shall be the number of whole shares of BB&T (omitting any fractional share) determined by multiplying the number of shares of Maryland Federal Common Stock subject to such Option shall be equal to the number of whole shares (rounded down to the nearest whole share) of GSMS Common Stock subject to such Option immediately prior to the Effective Time multiplied by the Exchange Ratio, and (ivii) the per share exercise price under each such Stock Option shall be adjusted by dividing the per share exercise price under each such Stock Option by the Exchange Ratio and rounding up to the nearest whole cent. Notwithstanding the provisions of clauses cent and (iii) and (iv) no restrictions on transfers shall be placed on shares of BB&T Common Stock received through the exercise of the first sentence of this Section 3.5(a)option, except to the extent that such restrictions would have been placed on such shares under the Stock Option Plans or are required by the Securities Laws. In addition, each such Stock Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as to continue as an incentive stock option under Section 424(a) of the Code, and so as not to constitute a modification, extension extension, or renewal of such Optionthe option, within the meaning of Section 424(h) of the Code. (b) Prior . BB&T and Maryland Federal agree to the Effective Time, GSMS shall use its reasonable best efforts to obtain take all necessary consents or releases from holders steps to effectuate the foregoing provisions of Options under any of the GSMS Stock Plans or otherwise and take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section. (c) As soon as practicable after the Effective Time, PSS shall deliver to the holders of Options appropriate notices setting forth such holders' rights pursuant to the GSMS Stock Plans and the agreements evidencing the grants of such Options shall continue in effect on the same terms and conditions (subject to adjustments required by this Section 3.5 after giving effect 2.9. Each grant of a converted option to the Merger and the provisions set forth above). If necessary, PSS shall comply with the terms of the GSMS Stock Plans and ensure, to the extent lawful and practicable, and subject to the provisions of, the GSMS Stock Plans, that Options which qualified as incentive stock options prior to the Effective Time of the Merger continue to qualify as incentive stock options after the Effective Time of the Merger. (d) PSS shall take all corporate action necessary to reserve for issuance a sufficient number of shares of PSS Common Stock for delivery upon the exercise of Options. As soon as practicable after the Effective Time, PSS shall file a registration statement on Form S-3 or Form S-8, as the case may be (or any successor or other appropriate forms), with respect to the shares of PSS Common Stock subject to such Options and shall use its reasonable best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. With respect to those individuals individual who subsequent to the Merger will be subject a director or officer of BB&T as construed under Rule 16b-3 shall, as a condition to such conversion, be approved in accordance with the provisions of Rule 16b-3. (b) As soon as practicable following the Effective Time, BB&T shall deliver to the reporting requirements participants receiving converted options under Section 16(a) the BB&T Option Plan an appropriate notice setting forth such participant's rights pursuant thereto. BB&T has reserved under the BB&T Option Plan adequate shares of BB&T Common Stock for delivery upon exercise of any such converted options, and such shares of BB&T Common Stock shall be registered under the Securities Act as of the 1934 Act, where applicable, PSS shall administer the GSMS Stock Plans in a manner that complies with Rule 16b-3 promulgated under the 1934 Act to the extent the GSMS Stock Plans complied with such rule prior to the MergerEffective Time.

Conversion of Stock Options. (a) At the Effective Time, each option granted Stock Option then outstanding (and which by GSMS to purchase shares of GSMS Common Stock, which is outstanding immediately prior thereto (an "Option" or, collectively, its terms does not lapse on or before the "Options"Effective Time), granted by the GSMS under the GSMS Stock Plans or otherwise, whether or not then exercisable, shall be converted automatically into and become rights with respect to PSS Common Stockan option under the BB&T 1995 Omnibus Stock Incentive Plan (the "BB&T Option Plan"), and PSS shall assume each Option, in accordance with be governed by the terms and conditions of the GSMS BB&T Option Plan; provided, that in no event shall the vesting, exercise and duration provisions of any Stock Option following conversion to an option under the BB&T Option Plan be less favorable to the optionee than provided under the individual stock option agreements as in effect under the Stock Option Plan and stock option agreement by which it is evidenced, except that from and after immediately preceding the Effective Time. In making such conversion, (i) PSS and its Compensation Committee shall be substituted for GSMS and the Committee of GSMS's Board of Directors (including, if applicable, the entire Board of Directors of GSMS) administering the GSMS Stock Plans, (ii) each Option assumed by PSS may be exercised solely for shares of PSS Common Stock, (iii) the number of shares of PSS BB&T Common Stock subject to each such Stock Option shall be the number of whole shares of BB&T (omitting any fractional share) determined by multiplying the number of shares of Life Common Stock subject to such Option shall be equal to the number of whole shares (rounded down to the nearest whole share) of GSMS Common Stock subject to such Option immediately prior to the Effective Time multiplied by the Exchange Ratio, and (ivii) the per share exercise price under each such Stock Option shall be adjusted by dividing the per share exercise price under each such Stock Option by the Exchange Ratio and rounding up to the nearest whole cent. Notwithstanding the provisions of clauses , and (iii) and (iv) no restrictions on transfers shall be placed on shares of BB&T Common Stock received through the exercise of the first sentence of this Section 3.5(a)option except to the extent such restrictions would have been placed on such shares under such Life plan or are required by the Securities Laws. In addition, each such Stock Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as to continue as an incentive stock option under Section 424(a) of the Code, and so as not to constitute a modification, extension extension, or renewal of such Optionthe option, within the meaning of Section 424(h) of the Code. (b) Prior . BB&T and Life agree to the Effective Time, GSMS shall use its reasonable best efforts to obtain take all necessary consents or releases from holders steps to effectuate the foregoing provisions of Options under any of the GSMS Stock Plans or otherwise and take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section. (c) As soon as practicable after the Effective Time, PSS shall deliver to the holders of Options appropriate notices setting forth such holders' rights pursuant to the GSMS Stock Plans and the agreements evidencing the grants of such Options shall continue in effect on the same terms and conditions (subject to adjustments required by this Section 3.5 after giving effect 2.9. Each grant of a converted option to the Merger and the provisions set forth above). If necessary, PSS shall comply with the terms of the GSMS Stock Plans and ensure, to the extent lawful and practicable, and subject to the provisions of, the GSMS Stock Plans, that Options which qualified as incentive stock options prior to the Effective Time of the Merger continue to qualify as incentive stock options after the Effective Time of the Merger. (d) PSS shall take all corporate action necessary to reserve for issuance a sufficient number of shares of PSS Common Stock for delivery upon the exercise of Options. As soon as practicable after the Effective Time, PSS shall file a registration statement on Form S-3 or Form S-8, as the case may be (or any successor or other appropriate forms), with respect to the shares of PSS Common Stock subject to such Options and shall use its reasonable best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. With respect to those individuals individual who subsequent to the Merger will be subject a director or officer of BB&T as construed under Rule 16b-3 shall, as a condition to such conversion, be approved in accordance with the provisions of Rule 16b-3. (b) As soon as practicable following the Effective Time, BB&T shall deliver to the reporting requirements under Section 16(a) of the 1934 Act, where applicable, PSS shall administer the GSMS Stock Plans in a manner that complies with Rule 16b-3 promulgated participants receiving converted options under the 1934 Act to BB&T Option Plan an appropriate notice setting forth such participant's rights pursuant thereto. BB&T has reserved under the extent the GSMS BB&T Option Plan adequate shares of BB&T Common Stock Plans complied with for delivery upon exercise of any such rule prior to the Mergerconverted options.

Conversion of Stock Options. (a) At the Effective Time, each option (a "Stock Option") granted by GSMS to purchase shares of GSMS Common Stockunder Maryland Federal's 1992 Stock Incentive Plan, which is outstanding immediately prior thereto 1993 Directors' Stock Option Plan and 1995 Stock Option Plan (an "Option" or, collectively, the "OptionsStock Option Plans"), granted outstanding and unexercised as of the Effective Time to acquire shares of Maryland Federal Common Stock, aggregating 631,253 shares as of February 25, 1998 (and which by its terms does not lapse on or before the GSMS under the GSMS Stock Plans or otherwiseEffective Time), whether or not then exercisable, shall be converted automatically into and become rights with respect to PSS Common Stockan option under the BB&T 1995 Omnibus Stock Incentive Plan or successor plan thereto (the "BB&T Option Plan"), and PSS shall assume each Option, in accordance with be governed by the terms and conditions of the GSMS BB&T Option Plan; provided, however, that in no event shall the vesting, exercise and duration provisions of any Stock Option be less favorable following conversion to an option under the BB&T Option Plan than as provided under the individual stock option agreements as in effect under the applicable Stock Option Plan and stock option agreement by which it is evidenced, except that from and after immediately preceding the Effective Time. In making such conversion, (i) PSS and its Compensation Committee shall be substituted for GSMS and the Committee of GSMS's Board of Directors (including, if applicable, the entire Board of Directors of GSMS) administering the GSMS Stock Plans, (ii) each Option assumed by PSS may be exercised solely for shares of PSS Common Stock, (iii) the number of shares of PSS BB&T Common Stock subject to each such Stock Option shall be the number of whole shares of BB&T (omitting any fractional share) determined by multiplying the number of shares of Maryland Federal Common Stock subject to such Option shall be equal to the number of whole shares (rounded down to the nearest whole share) of GSMS Common Stock subject to such Option immediately prior to the Effective Time multiplied by the Exchange Ratio, and (ivii) the per share exercise price under each such Stock Option shall be adjusted by dividing the per share exercise price under each such Stock Option by the Exchange Ratio and rounding up to the nearest whole cent. Notwithstanding the provisions of clauses cent and (iii) and (iv) no restrictions on transfers shall be placed on shares of BB&T Common Stock received through the exercise of the first sentence option, except to the extent that such restrictions would have been placed on such shares under the Stock Option Plans or are required by the Securities Act of this Section 3.5(a)1933, as amended; the Securities Exchange Act of 1934, as amended; the Investment Company Act of 1940, as amended; the Trust Indenture Act of 1939, as amended; and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In addition, each such Stock Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations promulgated thereunder, so as to continue as an incentive stock option under Section 424(a) of the Code, and so as not to constitute a modification, extension extension, or renewal of such Optionthe option, within the meaning of Section 424(h) of the Code. (b) Prior . BB&T and Maryland Federal agree to the Effective Time, GSMS shall use its reasonable best efforts to obtain take all necessary consents or releases from holders steps to effectuate the foregoing provisions of Options under any of the GSMS Stock Plans or otherwise and take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section. (c) As soon as practicable after the Effective Time, PSS shall deliver to the holders of Options appropriate notices setting forth such holders' rights pursuant to the GSMS Stock Plans and the agreements evidencing the grants of such Options shall continue in effect on the same terms and conditions (subject to adjustments required by this Section 3.5 after giving effect 6. Each grant of a converted option to the Merger and the provisions set forth above). If necessary, PSS shall comply with the terms of the GSMS Stock Plans and ensure, to the extent lawful and practicable, and subject to the provisions of, the GSMS Stock Plans, that Options which qualified as incentive stock options prior to the Effective Time of the Merger continue to qualify as incentive stock options after the Effective Time of the Merger. (d) PSS shall take all corporate action necessary to reserve for issuance a sufficient number of shares of PSS Common Stock for delivery upon the exercise of Options. As soon as practicable after the Effective Time, PSS shall file a registration statement on Form S-3 or Form S-8, as the case may be (or any successor or other appropriate forms), with respect to the shares of PSS Common Stock subject to such Options and shall use its reasonable best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. With respect to those individuals individual who subsequent to the Merger will be subject a director or officer of BB&T as construed under Rule 16b-3 of the Securities Exchange Act of 1934, as amended, shall, as a condition to such conversion, be approved in accordance with the provisions of Rule 16b-3. (b) As soon as practicable following the Effective Time, BB&T shall deliver to the reporting requirements participants receiving converted options under Section 16(a) the BB&T Option Plan an appropriate notice setting forth such participant's rights pursuant thereto. BB&T has reserved under the BB&T Option Plan adequate shares of BB&T Common Stock for delivery upon exercise of any such converted options, and such shares of BB&T Common Stock shall be registered under the Securities Act of 1933, as amended, as of the 1934 Act, where applicable, PSS shall administer the GSMS Stock Plans in a manner that complies with Rule 16b-3 promulgated under the 1934 Act to the extent the GSMS Stock Plans complied with such rule prior to the MergerEffective Time.

Conversion of Stock Options. (a) At the Effective Time, each option granted by GSMS to purchase shares of GSMS Common Stock, which is outstanding immediately prior thereto (an "Option" or, collectively, the "Options"), granted by the GSMS under the GSMS Stock Plans or otherwiseOption then outstanding, whether or not then exercisable, shall be converted into and become rights with respect to PSS SNC Common Stock, and PSS SNC shall assume each Stock Option, in accordance with the terms of the GSMS Stock Option Plan and stock option agreement agreement, or other agreement, by which it is evidenced, except that from and after the Effective Time, Time (i) PSS SNC and its Compensation Committee shall be substituted for GSMS UCB and the Committee of GSMSUCB's Board of Directors (including, if applicable, the entire Board of Directors of GSMS) administering the GSMS Stock PlansOption Plan, (ii) each Stock Option assumed by PSS SNC may be exercised solely for shares of PSS SNC Common Stock, (iii) the number of shares of PSS SNC Common Stock subject to such Stock Option shall be equal to the number of whole shares of SNC (rounded down to the nearest whole omitting any fractional share) determined by multiplying the number of GSMS shares of UCB Common Stock subject to such Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, and (iv) the per share exercise price under each such Stock Option shall be adjusted by dividing the per share exercise price under each such Stock Option by the Exchange Ratio and rounding up to the nearest whole cent. Notwithstanding In addition, notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.5(a2.10(a), each Stock Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations Regulations promulgated thereunder, so as to continue as an incentive stock option under Section 424(a) of the Code, and so as not to constitute a modification, extension extension, or renewal of such Optionthe option, within the meaning of Section 424(h) of the Code. SNC and UCB agree to take all necessary steps to effectuate the foregoing provisions of this Section 2.10. (b) Prior to the Effective Time, GSMS shall use its reasonable best efforts to obtain all necessary consents or releases from holders of Options under any of the GSMS Stock Plans or otherwise and take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section. (c) As soon as practicable after the Effective Time, PSS SNC shall deliver to the holders of Options participants in the Stock Option Plan an appropriate notices notice setting forth such holders' participant's rights pursuant to the GSMS Stock Plans thereto, and the agreements evidencing the grants of pursuant to such Options Stock Option Plan shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.5 2.10(a) after giving effect to the Merger and the provisions set forth aboveMerger). If necessary, PSS SNC shall comply with the terms of the GSMS Stock Plans and Option Plan to ensure, to the extent lawful and practicable, required by and subject to the provisions of, the GSMS of such Stock PlansOption Plan, that Stock Options which qualified as incentive stock options prior to the Effective Time of the Merger continue to qualify as incentive stock options after the Effective Time of Time. At or prior to the Merger. (d) PSS Effective Time, SNC shall take all corporate action necessary to reserve for issuance a sufficient number of shares of PSS SNC Common Stock for delivery upon the exercise of OptionsStock Options assumed by it in accordance with this Section 2.10. As soon as practicable after the Effective Time, PSS SNC shall file a registration statement on Form S-3 or Form S-8, as the case may be (or any successor or other appropriate forms), with respect to the shares of PSS SNC Common Stock subject to such Stock Options and shall use its reasonable best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. With respect to those individuals who subsequent to the Merger will be subject to the reporting requirements under Section 16(a) of the 1934 Exchange Act, where applicable, PSS SNC shall administer the GSMS Stock Plans Option Plan assumed pursuant to this Section 2.10 in a manner that complies with Rule 16b-3 promulgated under the 1934 Exchange Act to the extent necessary to preserve for such individuals the GSMS Stock Plans complied with benefits of Rule 16b-3 to the extent such rule benefits were available to them prior to the MergerEffective Time. UCB hereby represents that the Stock Option Plan in its current form complies with Rule 16b-3 to the extent, if any, required as of November 1, 1996. (c) Notwithstanding the foregoing provisions of this Section 2.10, SNC may at its election substitute as of the Effective Time options under the Southern National Corporation 1995 Omnibus Stock Incentive Plan (the "SNC Option Plan") for all or a part of the Stock Options, subject to the following conditions: (i) the requirements of Section 2.10(a)(iii) and (iv) shall be met; (ii) such substitution shall not constitute a modification, extension or renewal of any of the Stock Options which are incentive stock options; (iii) the substituted options shall continue in effect on the same terms and conditions as the Stock Option Plan or other document granting the Stock Option; and (iv) each grant of a substitute option shall have been specifically approved in advance by the full Board of Directors of SNC or by a committee consisting solely of "non-employee" directors as defined in

Conversion of Stock Options. (a) At the Effective Time, each option granted Stock Option then outstanding (and which by GSMS to purchase shares of GSMS Common Stock, which is outstanding immediately prior thereto (an "Option" or, collectively, its terms does not lapse on or before the "Options"Effective Time), granted by the GSMS under the GSMS Stock Plans or otherwise, whether or not then exercisable, shall be converted into and become rights with respect to PSS BB&T Common Stock, and PSS BB&T shall assume each Option, Stock Option in accordance with the terms of the GSMS Stock Option Plan and stock option agreement by which it is evidencedPlans, except that subject to the following provisions from and after the Effective Time, : (i) PSS BB&T and its Compensation Committee shall be substituted for GSMS FloridaFirst and the Committee of GSMS's Board of Directors (including, if applicable, under the entire Board of Directors of GSMS) Stock Option Plans with respect to administering the GSMS Stock Option Plans, (ii) each Stock Option assumed by PSS BB&T may be exercised solely for shares of PSS BB&T Common Stock, (iii) the number of shares of PSS BB&T Common Stock subject to each such Stock Option shall be the number of whole shares of BB&T (omitting any fractional share) determined by multiplying the number of shares of FloridaFirst Common Stock subject to such Option shall be equal to the number of whole shares (rounded down to the nearest whole share) of GSMS Common Stock subject to such Option immediately prior to the Effective Time multiplied by the Exchange Ratio, and (iv) the per share exercise price under each such Stock Option shall be adjusted by dividing the per share exercise price under each such Stock Option by the Exchange Ratio and rounding up to the nearest whole cent. Notwithstanding the provisions foregoing, BB&T may at its election substitute as of clauses the Effective Time options under the BB&T Corporation 1995 Omnibus Stock Incentive Plan or any other duly adopted comparable plan (in either case, the "BB&T Option Plan") for all or a part of the Stock Options, subject to the following conditions: (A) the requirements of (iii) and (iv) above shall be met; (B) such substitution shall not constitute a modification, extension or renewal of any of the first sentence Stock Options; and (C) the substituted options shall continue in effect on the same terms and conditions as provided in the stock option agreements governing each Stock Option and in the Stock Option Plans. Each grant of this Section 3.5(a)a converted or substitute option to any individual who subsequent to the Merger will be a director or officer of BB&T as construed under Commission Rule 16b-3 shall, each as a condition to such conversion or substitution, be approved in accordance with the provisions of Rule 16b-3. Each Stock Option which is an "incentive stock option" option shall be adjusted as required by Section 424 of the Code, and the regulations Regulations promulgated thereunder, so as to continue as an incentive stock option under Section 424(a) of the Code, and so as not to constitute a modification, extension extension, or renewal of such Option, the option within the meaning of Section 424(h) of the Code. (b) Prior . BB&T and FloridaFirst agree to the Effective Time, GSMS shall use its reasonable best efforts to obtain take all necessary consents or releases from holders steps to effectuate the foregoing provisions of Options under any of the GSMS Stock Plans or otherwise this Section 2.9. BB&T has reserved and take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section. (c) As soon as practicable after the Effective Time, PSS shall deliver to the holders of Options appropriate notices setting forth such holders' rights pursuant to the GSMS Stock Plans and the agreements evidencing the grants of such Options shall continue in effect on the same terms and conditions (subject to adjustments required by this Section 3.5 after giving effect to the Merger and the provisions set forth above). If necessary, PSS shall comply with the terms of the GSMS Stock Plans and ensure, to the extent lawful and practicable, and subject to the provisions of, the GSMS Stock Plans, that Options which qualified as incentive stock options prior to the Effective Time of the Merger continue to qualify as incentive stock options after the Effective Time of the Merger. (d) PSS shall take all corporate action necessary to reserve for issuance a sufficient number of adequate shares of PSS BB&T Common Stock for delivery upon the exercise of Optionsany converted or substitute options. As soon as practicable after the Effective Time, PSS if it has not already done so, and to the extent FloridaFirst shall have a registration statement in effect or an obligation to file a registration statement, BB&T shall file a registration statement on Form S-3 or Form S-8, as the case may be (or any successor or other appropriate forms), with respect to the shares of PSS BB&T Common Stock subject to such Options converted or substitute options and shall use its reasonable best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such converted or substitute options remain outstanding. With respect to those individuals individuals, if any, who subsequent to the Merger will may be subject to the reporting requirements under Section 16(a) of the 1934 Exchange Act, where applicable, PSS BB&T shall administer the GSMS Stock Option Plans assumed pursuant to this Section 2.9 (or the BB&T Option Plan, if applicable) in a manner that complies with Rule 16b-3 promulgated under the 1934 Exchange Act to the extent necessary to preserve for such individuals the GSMS Stock Plans complied with benefits of Rule 16b-3 to the extent such rule benefits were available to them prior to the MergerEffective Time. FloridaFirst hereby represents that the Stock Option Plans in their current form comply with Rule 16b-3 to the extent, if any, required as of the date hereof. Stock Options may be exercised prior to the Effective Time to the extent they may be exercised pursuant to their respective terms. (b) As soon as practicable following the Effective Time, BB&T shall deliver to the participants receiving converted options under the BB&T Option Plan an appropriate notice setting forth such participant's rights pursuant thereto. (c) Eligibility to receive stock option grants following the Effective Time with respect to BB&T Common Stock shall be determined by BB&T in accordance with its plans and procedures as in effect from time to time, and subject to any contractual obligations.

Conversion of Stock Options. (a) At the Effective Time, each option granted by GSMS award, option, or other right to purchase shares or acquire ABI Common Shares pursuant to any stock awards, stock options, stock appreciation rights or other benefits ("Murdxxx Xxxhts") granted and under any employee stock option or compensation plan or arrangement of GSMS Common Stock, Murdxxx ("Xurdxxx Xxxck Plans") which is are outstanding immediately prior thereto (an "Option" or, collectively, at the "Options"), granted by the GSMS under the GSMS Stock Plans or otherwiseEffective Time, whether or not vested or exercisable, without any action on the part of the holder thereof, shall be converted into and become rights with respect to PSS ABI Common StockShares, and PSS ABI shall assume each OptionMurdxxx Xxxht, in accordance with the terms of the GSMS Stock Option Murdxxx Xxxck Plan and stock option agreement or award by which it is evidenced, except that from and after the Effective Time, Time (i) PSS ABI and its Compensation Committee shall be substituted for GSMS and Murdxxx xxx the Committee committee of GSMS's Board Murdxxx'x Xxxrd of Directors (including, if applicable, the entire Board of Directors of GSMSMurdxxx) administering the GSMS Stock Plansxxministering such Murdxxx Xxxck Plan, (ii) each Option Murdxxx Xxxht assumed by PSS ABI may be exercised solely for shares ABI Common Shares (or cash in the case of PSS Common Stockstock appreciation rights), (iii) the number of shares of PSS ABI Common Stock Shares subject to such Option Murdxxx Xxxht shall be equal to the number of whole shares (rounded down to the nearest whole share) of GSMS ABI Common Stock Shares subject to such Option Murdxxx Xxxht immediately prior to the Effective Time multiplied by the Exchange Ratio, and (iv) the per share exercise price (or similar threshold price, in the case of stock awards) under each such Option Murdxxx Xxxht shall be adjusted by dividing the per share exercise (or threshold) price under each such Option Murdxxx Xxxht by the Exchange Ratio and rounding up to the nearest whole cent. Notwithstanding the provisions of clause (iii) of the proceeding sentence, ABI shall not be obligated to issue any fraction of an ABI Common Share upon exercise of Murdxxx Xxxhts and any fraction of an ABI Common Share that otherwise would be subject to a converted Murdxxx Xxxht shall represent the right to receive a cash payment equal to the product of such fraction and the difference between the market price of one ABI Common Share and the per share exercise price of such right. In addition, notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.5(a), each Option Murdxxx Xxxht which is an "incentive stock option" shall be adjusted as required by Section 424 of the Internal Revenue Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension extension, or renewal of such Optionthe option, within the meaning of Section 424(h) of the Internal Revenue Code. ABI agrees to take all necessary steps to effectuate the foregoing provisions of this Section 3.5. (b) Prior to the Effective Time, GSMS shall use its reasonable best efforts to obtain all necessary consents or releases from holders of Options under any of the GSMS Stock Plans or otherwise and take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section. (c) As soon as practicable after the Effective Time, PSS ABI shall deliver to the holders of Options participants in each Murdxxx Xxxck Plan an appropriate notices notice setting forth such holders' participant's rights pursuant to the GSMS Stock Plans thereto and the agreements evidencing the grants of pursuant to such Options Murdxxx Xxxck Plan shall continue in effect on the same terms and conditions (subject to the adjustments required by Section 3.5(a) of this Section 3.5 Agreement after giving effect to the Merger Merger), and the provisions set forth above). If necessary, PSS ABI shall comply with the terms of the GSMS Stock Plans and each Murdxxx Xxxck Plan to ensure, to the extent lawful and practicablerequired by, and subject to the provisions of, such Murdxxx Xxxck Plan, that (c) All restrictions or limitations on transfer with respect to Murdxxx Xxxmon Stock awarded under the GSMS Stock Murdxxx Xxxck Plans, that Options which qualified as incentive stock options prior to the Effective Time extent that such restrictions or limitations shall not have already lapsed, and except as otherwise expressly provided in such plan, program, or arrangement, shall remain in full force and effect with respect to ABI Common Shares into which such restricted stock is converted pursuant to Section 3.1 of the Merger continue to qualify as incentive stock options after the Effective Time of the Mergerthis Agreement. (d) PSS shall take all corporate action necessary Prior to reserve for issuance a sufficient number of shares of PSS Common Stock for delivery upon the exercise of Options. As soon as practicable after the Effective Time, PSS shall file Murdxxx xxxl make any amendments to the terms of the Murdxxx Xxxck Plans that are necessary to give effect to the transactions contemplated by this Section 3.5. Murdxxx xxxresents that neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will cause the acceleration of vesting, the lapse of repurchase rights or obligations, or the triggering of any other benefits, rights, or protections occurring upon a registration statement on Form S-3 change of control of Murdxxx xxxh respect to any Murdxxx Xxxhts under any Murdxxx Xxxck Plan or Form S-8otherwise. Except as contemplated by this Section 3.5(d), as Murdxxx xxxl not, after the case may be (or date hereof, without the written consent of ABI, amend any successor outstanding Murdxxx Xxxhts or other appropriate forms), with respect options or rights to the purchase shares of PSS Common Murdxxx Xxxmon Stock subject to such Options and shall use its reasonable best efforts to maintain (including accelerating the effectiveness vesting or lapse of such registration statement repurchase rights or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. With respect to those individuals who subsequent to the Merger will be subject to the reporting requirements under Section 16(a) of the 1934 Act, where applicable, PSS shall administer the GSMS Stock Plans in a manner that complies with Rule 16b-3 promulgated under the 1934 Act to the extent the GSMS Stock Plans complied with such rule prior to the Mergerobligations).

Conversion of Stock Options. (a) At On the Effective TimeClosing Date, each option or other right to purchase Shares pursuant to stock options ("VoiceCom Options") granted by GSMS to purchase shares of GSMS Common StockVoiceCom under the VoiceCom Stock Plans, which is are outstanding immediately prior thereto (an "Option" or, collectively, on the "Options"), granted by the GSMS under the GSMS Stock Plans or otherwiseClosing Date, whether or not exercisable, shall be converted into and become rights with respect to PSS Premiere Common Stock, and PSS Premiere shall assume each VoiceCom Option, in accordance with the terms of the GSMS VoiceCom Stock Option Plan and stock option agreement by which it is evidenced, except that from and after the Effective TimeClosing Date, (i) PSS Premiere and its Compensation Committee shall be substituted for GSMS VoiceCom and the Committee of GSMS's Board of Directors (including, if applicable, the entire Board of Directors of GSMS) administering the GSMS VoiceCom Stock PlansOption Committee, (ii) each VoiceCom Option assumed by PSS Premiere may be exercised solely for shares of PSS Premiere Common Stock, (iii) the number of shares of PSS Premiere Common Stock subject to such VoiceCom Option shall be equal to the number of whole shares (rounded down to the nearest whole share) of GSMS VoiceCom Common Stock subject to such VoiceCom Option immediately prior to the Effective Time Closing Date multiplied by the Exchange Ratio, and (iv) the per share exercise price under each such VoiceCom Option shall be adjusted by dividing the per share exercise price under each such VoiceCom Option by the Exchange Ratio and rounding up to the nearest whole cent. Notwithstanding the provisions of clause (iii) of the preceding sentence, Premiere shall not be obligated to issue any fraction of a share of Premiere Common Stock upon exercise of VoiceCom Options and any fraction of a share of Premiere Common Stock that otherwise would be subject to a converted VoiceCom Option shall represent the right to receive a cash payment equal to the product of such fraction and the difference between the market value of one share of Premiere Common Stock and the per share exercise price of such VoiceCom Option. The market value of one share of Premiere Common Stock shall be the Average Closing Price In addition, notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.5(a)1.6, each VoiceCom Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Internal Revenue Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension extension, or renewal of such Optionthe option, within the meaning of Section 424(h) of the Internal Revenue Code. VoiceCom agrees to take all necessary steps to effectuate the foregoing provisions of this Section 1.6. (b) Prior to the Effective Time, GSMS shall use its reasonable best efforts to obtain all necessary consents or releases from holders of Options under any of the GSMS Stock Plans or otherwise and take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section. (c) As soon as practicable after the Effective TimeClosing Date, PSS Premiere shall deliver to the holders of Options participants in each VoiceCom Stock Plan an appropriate notices notice setting forth such holders' participant's rights pursuant to the GSMS Stock Plans thereto and the agreements evidencing the grants of pursuant to such Options VoiceCom Stock Plan shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.5 1.6(a) after giving effect to the Merger Stock Purchase), and the provisions set forth above). If necessary, PSS Premiere shall comply with the terms of the GSMS each VoiceCom Stock Plans and Plan to ensure, to the extent lawful and practicablerequired by, and subject to the provisions of, the GSMS such VoiceCom Stock PlansPlan, that VoiceCom Options which qualified as incentive stock options prior to the Effective Time of the Merger Closing Date continue to qualify as incentive stock options after the Effective Time of Closing Date. At or prior to the Merger. (d) PSS Closing Date, Premiere shall take all corporate action necessary to reserve for issuance a sufficient number of shares of PSS Premiere Common Stock for delivery upon the exercise of OptionsVoiceCom Options assumed by it in accordance with this Section 1.6. As soon as practicable after the Effective TimeClosing Date, PSS Premiere shall file a registration statement on Form S-3 or Form S-8, as the case may be S-8 (or any successor or other appropriate formsform), with respect to the shares of PSS Premiere Common Stock subject to such Options options and shall use its reasonable best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained thereinwith respect thereto) for so long as such options remain outstanding. With respect to those individuals who subsequent to the Merger will be subject to the reporting requirements under Section 16(a) of the 1934 Act, where applicable, PSS shall administer the GSMS Stock Plans in a manner that complies with Rule 16b-3 promulgated under the 1934 Act to the extent the GSMS Stock Plans complied with such rule prior to the Merger.

Conversion of Stock Options. ([a) ] At the Effective Time, each option to purchase or acquire shares of InspecTech Common Stock ("InspecTech Rights") granted by GSMS InspecTech pursuant to purchase shares of GSMS Common Stock, each InspecTech Stock Plan which is outstanding immediately prior thereto (an "Option" or, collectively, at the "Options"), granted by the GSMS under the GSMS Stock Plans or otherwiseEffective Time, whether or not exercisable, shall not terminate but shall be converted into and become rights with respect to PSS Primis Common Stock, and PSS Primis or Acquisition Corp shall assume each OptionInspecTech Right, in accordance with the terms of the GSMS InspecTech Stock Option Plan and stock option agreement by which it is evidenced, except that from and after the Effective Time, (i) PSS Primis and its Compensation Committee (or Board of Directors if no Compensation Committee shall exist) shall be substituted for GSMS InspecTech and the Committee committee of GSMSInspecTech's Board of Directors (including, if applicable, the entire Board of Directors of GSMSInspecTech) administering the GSMS such InspecTech Stock PlansPlan, (ii) each Option InspecTech Right assumed by PSS Primis may be exercised solely for shares of PSS Primis Common Stock, (iii) the number of shares of PSS Primis Common Stock subject to such Option InspecTech Right shall be equal to the number of whole shares (rounded down to the nearest whole share) of GSMS InspecTech Common Stock subject to such Option InspecTech Right immediately prior to the Effective Time multiplied by the Preferred Stock Exchange RatioRatio and rounded down to the nearest whole share, and (iv) the per share exercise price under each such Option InspecTech Right shall be adjusted by dividing the per share exercise price under each such Option InspecTech Right by the Preferred Stock Exchange Ratio and rounding up to the nearest whole cent. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.5(a)3.6, each Option InspecTech Right which is an "incentive stock option" shall be adjusted as required by Section 424 of the Internal Revenue Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Optionthe option, within the meaning of Section 424(h) of the Internal Revenue Code. (. Primis and Acquisition Corp agree to take all necessary steps to effectuate the foregoing provisions of this Section 3.6. [b) Prior ] At or prior to the Effective Time, GSMS shall use its reasonable best efforts to obtain all necessary consents or releases from holders of Options under any of the GSMS Stock Plans or otherwise and take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section. (c) As soon as practicable after the Effective Time, PSS shall deliver to the holders of Options appropriate notices setting forth such holders' rights pursuant to the GSMS Stock Plans and the agreements evidencing the grants of such Options shall continue in effect on the same terms and conditions (subject to adjustments required by this Section 3.5 after giving effect to the Merger and the provisions set forth above). If necessary, PSS shall comply with the terms of the GSMS Stock Plans and ensure, to the extent lawful and practicable, and subject to the provisions of, the GSMS Stock Plans, that Options which qualified as incentive stock options prior to the Effective Time of the Merger continue to qualify as incentive stock options after the Effective Time of the Merger. (d) PSS Primis shall take all corporate action necessary to reserve for issuance a sufficient number of shares of PSS Primis Common Stock for delivery upon the exercise of OptionsInspecTech Rights assumed by it in accordance with this Section 3.6. As soon as practicable after the Effective Time, PSS shall file a registration statement [c] All restrictions or limitations on Form S-3 or Form S-8, as the case may be (or any successor or other appropriate forms), transfer with respect to the shares of PSS InspecTech Common Stock subject to such Options and shall use its reasonable best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. With respect to those individuals who subsequent to the Merger will be subject to the reporting requirements under Section 16(a) of the 1934 Act, where applicable, PSS shall administer the GSMS Stock Plans in a manner that complies with Rule 16b-3 promulgated awarded under the 1934 Act InspecTech Stock Plan or any other plan, program or arrangement of InspecTech, to the extent the GSMS that such restrictions or limitations shall not have already lapsed, and except as otherwise expressly provided in such plan, program or arrangement, shall remain in full force and effect with respect to shares of Primis Common Stock Plans complied with into which such rule prior stock is converted pursuant to the MergerSection 3.6.

Conversion of Stock Options. (a) At the Effective Time, each option granted Stock Option then outstanding (and which by GSMS to purchase shares of GSMS Common Stock, which is outstanding immediately prior thereto (an "Option" or, collectively, its terms does not lapse on or before the "Options"Effective Time), granted by the GSMS under the GSMS Stock Plans or otherwise, whether or not then exercisable, shall be converted into and become rights with respect to PSS Common Stockan option under the BB&T 1995 Omnibus Stock Incentive Plan (the "BB&T Option Plan"), and PSS shall assume each Option, in accordance with be governed by the terms and conditions of the GSMS BB&T Option Plan; provided, that in no event shall the vesting, exercise and duration provisions of any Stock Option following conversion to an option under the BB&T Option Plan be less favorable to the optionee than provided under the individual stock option agreements as in effect under the Stock Option Plan and stock option agreement by which it is evidenced, except that from and after immediately preceding the Effective Time. In making such conversion, (i) PSS and its Compensation Committee shall be substituted for GSMS and the Committee of GSMS's Board of Directors (including, if applicable, the entire Board of Directors of GSMS) administering the GSMS Stock Plans, (ii) each Option assumed by PSS may be exercised solely for shares of PSS Common Stock, (iii) the number of shares of PSS BB&T Common Stock subject to each such Stock Option shall be the number of whole shares of BB&T (omitting any fractional share) determined by multiplying the number of shares of Lively Common Stock subject to such Option shall be equal to the number of whole shares (rounded down to the nearest whole share) of GSMS Common Stock subject to such Option immediately prior to the Effective Time multiplied by the Exchange Ratio, and (ivii) the per share exercise price under each such Stock Option shall be adjusted by dividing the per share exercise price under each such Stock Option by the Exchange Ratio and rounding up to the nearest whole cent. Notwithstanding the provisions of clauses , and (iii) and (iv) no restrictions on transfers shall be placed on shares of BB&T Common Stock received through the exercise of the first sentence of this Section 3.5(a)option except to the extent such restrictions would have been placed on such shares under such Lively plan or are required by the Securities Laws. In addition, each such Stock Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations Regulations promulgated thereunder, so as to continue as an incentive stock option under Section 424(a) of the Code, and so as not to constitute a modification, extension extension, or renewal of such Optionthe option, within the meaning of Section 424(h) of the Code. (b) Prior . BB&T and Lively agree to the Effective Time, GSMS shall use its reasonable best efforts to obtain take all necessary consents or releases from holders steps to effectuate the foregoing provisions of Options under any of the GSMS Stock Plans or otherwise and take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section. (c) As soon as practicable after the Effective Time, PSS shall deliver to the holders of Options appropriate notices setting forth such holders' rights pursuant to the GSMS Stock Plans and the agreements evidencing the grants of such Options shall continue in effect on the same terms and conditions (subject to adjustments required by this Section 3.5 after giving effect 6. Each grant of a converted option to the Merger and the provisions set forth above). If necessary, PSS shall comply with the terms of the GSMS Stock Plans and ensure, to the extent lawful and practicable, and subject to the provisions of, the GSMS Stock Plans, that Options which qualified as incentive stock options prior to the Effective Time of the Merger continue to qualify as incentive stock options after the Effective Time of the Merger. (d) PSS shall take all corporate action necessary to reserve for issuance a sufficient number of shares of PSS Common Stock for delivery upon the exercise of Options. As soon as practicable after the Effective Time, PSS shall file a registration statement on Form S-3 or Form S-8, as the case may be (or any successor or other appropriate forms), with respect to the shares of PSS Common Stock subject to such Options and shall use its reasonable best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. With respect to those individuals individual who subsequent to the Merger will be subject to the reporting requirements a director or officer of BB&T as construed under Section 16(a) of the 1934 Act, where applicable, PSS shall administer the GSMS Stock Plans in a manner that complies with Rule 16b-3 promulgated under shall, as a condition to such conversion, be approved in accordance with the 1934 Act to the extent the GSMS Stock Plans complied with such rule prior to the Mergerprovisions of Rule 16b-3.

Conversion of Stock Options. (a) At the Effective Time, each option all rights with respect to PBI Common Stock pursuant to stock options ("PBI Options") granted by GSMS to purchase shares PBI under all stock option plans of GSMS Common Stock, which is outstanding immediately prior thereto PBI (an each a "Option" or, collectively, the "OptionsPBI Option Plan"), granted by which are outstanding at the GSMS under the GSMS Stock Plans or otherwiseEffective Time, whether or not exercisable, shall be converted into and become rights with respect to PSS NCBC Common Stock, and PSS NCBC shall assume each PBI Option, in accordance with the terms of the GSMS Stock PBI Option Plan and stock option agreement by which it is evidenced, except that from . From and after the Effective Time, (i) PSS and its Compensation Committee shall be substituted for GSMS and the Committee of GSMS's Board of Directors (including, if applicable, the entire Board of Directors of GSMS) administering the GSMS Stock Plans, (ii) each PBI Option assumed by PSS NCBC may be exercised solely for shares of PSS NCBC Common Stock, (iiiii) the number of shares of PSS NCBC Common Stock subject to such PBI Option shall be equal to the number of whole shares (rounded down to the nearest whole share) of GSMS PBI Common Stock subject to such PBI Option immediately prior to the Effective Time multiplied by the Exchange Ratio, and (iviii) the per share exercise price under each such PBI Option shall be adjusted by dividing the per share exercise price under each such PBI Option by the Exchange Ratio and rounding up down to the nearest whole cent. PBI agrees to take all necessary steps to effectuate the foregoing provisions of this Section 2.2. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.5(a)foregoing, each Option stock option which is an "incentive stock option" under the PBI Option Plan shall be adjusted as required by Section 424 of the Internal Revenue Code of 1986, as amended (the "Code, ") and the regulations promulgated thereunder, thereunder so as to continue as an incentive stock option under Section 424 of the Code and so as not to constitute a modification, extension or renewal of such Option, the option within the meaning of Section 424(h) of the Code. (b) Prior to the Effective Time, GSMS shall use its reasonable best efforts to obtain all necessary consents or releases from holders of Options under any of the GSMS Stock Plans or otherwise and take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section. (c) As soon as practicable after the Effective Time, PSS shall deliver to the holders of Options appropriate notices setting forth such holders' rights pursuant to the GSMS Stock Plans and the agreements evidencing the grants of such Options shall continue in effect on the same terms and conditions (subject to adjustments required by this Section 3.5 after giving effect to the Merger and the provisions set forth above). If necessary, PSS shall comply with the terms of the GSMS Stock Plans and ensure, to the extent lawful and practicable, and subject to the provisions of, the GSMS Stock Plans, that Options which qualified as incentive stock options prior to the Effective Time of the Merger continue to qualify as incentive stock options after the Effective Time of the Merger. (d) PSS shall take all corporate action necessary to reserve for issuance a sufficient number of shares of PSS Common Stock for delivery upon the exercise of Options. As soon as practicable after the Effective Time, PSS shall file a registration statement on Form S-3 or Form S-8, as the case may be (or any successor or other appropriate forms), with respect to the shares of PSS Common Stock subject to such Options and shall use its reasonable best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. With respect to those individuals who subsequent to the Merger will be subject to the reporting requirements under Section 16(a) of the 1934 Act, where applicable, PSS shall administer the GSMS Stock Plans in a manner that complies with Rule 16b-3 promulgated under the 1934 Act to the extent the GSMS Stock Plans complied with such rule prior to the Merger.

Conversion of Stock Options. (a) At the Effective Time, each option to purchase or other right with respect to shares of Subject Company Common Stock pursuant to stock options, stock appreciation rights or other rights, including stock awards ("Subject Company Options") granted by GSMS to purchase shares of GSMS Common StockSubject Company under the Subject Company Stock Plans, which is are outstanding immediately prior thereto (an "Option" or, collectively, at the "Options"), granted by the GSMS under the GSMS Stock Plans or otherwiseEffective Time, whether or not exercisable, shall be converted into and become rights options with respect to PSS Parent Common Stock, and PSS Parent shall assume each Subject Company Option, in accordance with the terms of the GSMS applicable Subject Company Stock Option Plan and stock option or other agreement by which it is evidenced, except that from and after the Effective Time, (i) PSS Parent and its Compensation Salary and Benefits Committee shall be substituted for GSMS Subject Company and the Committee committee of GSMSSubject Company's Board of Directors (including, if applicable, the entire Board of Directors of GSMSSubject Company) administering the GSMS such Subject Company Stock PlansPlan, (ii) each Subject Company Option assumed by PSS Parent may be exercised solely for shares of PSS Parent Common StockStock (or cash in the case of stock appreciation rights), (iii) the number of shares of PSS Parent Common Stock subject to such Subject Company Option shall be equal to the number of whole shares (rounded down to the nearest whole share) of GSMS Subject Company Common Stock subject to such Subject Company Option immediately prior to the Effective Time multiplied by the Exchange RatioRatio and rounding down to the nearest whole share, and (iv) the per share exercise price under each such Subject Company Option shall be adjusted by dividing the per share exercise price under each such Subject Company Option by the Exchange Ratio and rounding up to the nearest whole cent. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.5(a)3.5, each Subject Company Option which that is an "incentive stock option" shall be adjusted as required by Section 424 of the Internal Revenue Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Optionthe option, within the meaning of Section 424(h) of the Internal Revenue Code. Parent and Subject Company agree to take all necessary steps to effectuate the foregoing provisions of this Section 3.5. (b) Prior to the Effective Time, GSMS shall use its reasonable best efforts to obtain all necessary consents or releases from holders of Options under any of the GSMS Stock Plans or otherwise and take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section. (c) As soon as practicable after the Effective Time, PSS Parent shall deliver to the holders of Options participants in each Subject Company Stock Plan an appropriate notices notice setting forth such holders' participant's rights pursuant to the GSMS Stock Plans thereto and the agreements evidencing the grants of subject to such Options Subject Company Stock Plan shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.5 3.5(a) after giving effect to the Merger Merger), and the provisions set forth above). If necessary, PSS Parent shall comply with the terms of the GSMS each Subject Company Stock Plans and Plan to ensure, to the extent lawful and practicablerequired by, and subject to the provisions of, the GSMS such Subject Company Stock PlansPlan, that Subject Company Options which that qualified as incentive stock options prior to the Effective Time of the Merger continue to qualify as incentive stock options after the Effective Time of the Merger. (d) PSS shall take all corporate action necessary to reserve for issuance a sufficient number of shares of PSS Common Stock for delivery upon the exercise of OptionsTime. As soon as practicable Within 30 days after the Effective Time, PSS Parent shall file a registration statement on Form S-3 or Form S-8, as the case may be (or any successor or other appropriate forms), S-8 with respect to the shares of PSS Parent Common Stock subject to such Options options and shall use its reasonable best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. (c) Without limiting the foregoing, and provided that the right contained in this paragraph (c) is not inconsistent with any of the conditions contained in Article 9 hereof, each holder of a Subject Company Option that is not an "incentive stock option", whether or not then vested, shall have the right to elect to convert, at the Effective Time, all or a portion of his or her Subject Company Options which are not "incentive stock options" and which have not expired prior to the Effective Time into the right to receive such number of shares (rounded to the nearest whole share) of Parent Common Stock as are equal in value (determined by valuing each share of Parent Common Stock at the Average Closing Price (as defined in Section 10.1)) to the excess of (i) the product of the number of shares of Subject Company Common Stock subject to such option times the Exchange Ratio times the Average Closing Price of the Parent Common Stock over (ii) the product of (A) the exercise price per share of Subject Company Common Stock subject to such option and (B) the number of shares of Subject Company Common Stock subject to such option. With The foregoing right shall be exercised by delivery to Parent of written notice of election (specifying the number of Subject Company Options covered by such election) by the holder of such Subject Company Option not later than two business days prior to the Effective Time. (d) All contractual restrictions or limitations on transfer with respect to those individuals who subsequent to Subject Company Common Stock awarded under the Merger will be subject to the reporting requirements under Section 16(a) Subject Company Stock Plans or any other plan, program, or Contract of Subject Company or any of the 1934 ActSubject Company Subsidiaries, where applicable, PSS shall administer the GSMS Stock Plans in a manner that complies with Rule 16b-3 promulgated under the 1934 Act to the extent that such restrictions or limitations shall not have already lapsed (whether as a result of the GSMS Merger or otherwise), and except as otherwise expressly provided in such plan, program, or Contract, shall remain in full force and effect with respect to shares of Parent Common Stock Plans complied with into which such rule prior restricted stock is converted pursuant to the MergerSection 3.1 of this Agreement.

Conversion of Stock Options. (a) At the Effective Time, each option granted by GSMS under BankFirst's Incentive Stock Option Plan dated October 11, 1995 (the "Stock Option Plan") to purchase acquire shares of GSMS BankFirst Common Stock, Stock then outstanding (and which is outstanding immediately prior thereto (an "Option" or, collectively, by its terms does not lapse on or before the "Options"Effective Time), granted by the GSMS under the GSMS Stock Plans or otherwise, whether or not exercisablethen exercisable (a "Stock Option"), shall be converted into and become rights with respect to PSS BB&T Common Stock, and PSS BB&T shall assume each Option, Stock Option in accordance with the terms of the GSMS Stock Option Plan and stock option agreement by which it is evidencedPlan, except that from and after the Effective Time, Time (i) PSS BB&T and its Compensation Committee shall be substituted for GSMS BankFirst and the Compensation Committee of GSMSBankFirst's Board of Directors (including, if applicable, the entire Board of Directors of GSMS) administering the GSMS Stock PlansOption Plan, (ii) each Stock Option assumed by PSS BB&T may be exercised solely for shares of PSS BB&T Common Stock, (iii) the number of shares of PSS BB&T Common Stock subject to each such Stock Option shall be the number of whole shares of BB&T (omitting any fractional share) determined by multiplying the number of shares of BankFirst Common Stock subject to such Option shall be equal to the number of whole shares (rounded down to the nearest whole share) of GSMS Common Stock subject to such Option immediately prior to the Effective Time multiplied by the Common Exchange Ratio, and (iv) the per share exercise price under each such Stock Option shall be adjusted by dividing the per share exercise price under each such Stock Option by the Common Exchange Ratio and rounding up to the nearest whole cent. Notwithstanding the provisions foregoing, BB&T may at its election substitute as of clauses the Effective Time options under the BB&T Corporation 1995 Omnibus Stock Incentive Plan or any other duly adopted comparable plan (in either case, the "BB&T Option Plan") for all or a part of the Stock Options, subject to the following conditions: (A) the requirements of (iii) and (iv) above shall be met; (B) such substitution shall not constitute a modification, extension or renewal of any of the first sentence Stock Options which are incentive stock options; and (C) the substituted options shall continue in effect on the same terms and conditions as provided in the Stock Options and the Stock Option Plan granting each Stock Option. Each grant of this Section 3.5(a), each a converted or substitute option to any individual who subsequent to the Merger will be a director or officer of BB&T as construed under Rule 16b-3 shall be approved in accordance with the provisions of Rule 16b-3. Each Stock Option which is an "incentive stock option" option shall be adjusted as required by Section 424 of the Code, and the regulations Regulations promulgated thereunder, so as to continue as an incentive stock option under Section 424(a) of the Code, and so as not to constitute a modification, extension extension, or renewal of such Option, the option within the meaning of Section 424(h) of the Code. (b) Prior to the Effective Time, GSMS shall use its reasonable best efforts to obtain all necessary consents or releases from holders of Options under any of the GSMS Stock Plans or otherwise . BB&T and take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section. (c) As soon as practicable after the Effective Time, PSS shall deliver to the holders of Options appropriate notices setting forth such holders' rights pursuant to the GSMS Stock Plans and the agreements evidencing the grants of such Options shall continue in effect on the same terms and conditions (subject to adjustments required by this Section 3.5 after giving effect to the Merger and the provisions set forth above). If necessary, PSS shall comply with the terms of the GSMS Stock Plans and ensure, to the extent lawful and practicable, and subject to the provisions of, the GSMS Stock Plans, that Options which qualified as incentive stock options prior to the Effective Time of the Merger continue to qualify as incentive stock options after the Effective Time of the Merger. (d) PSS BankFirst shall take all corporate action necessary steps to effectuate the foregoing provisions of this Section 6. BB&T has reserved and shall continue to reserve for issuance a sufficient number adequate shares, duly registered with the Securities and Exchange Commission, of shares of PSS BB&T Common Stock for delivery upon the exercise of Optionsany converted or substitute options. As soon as practicable after the Effective Time, PSS if it has not already done so, and to the extent BankFirst shall have a registration statement in effect or an obligation to file a registration statement, BB&T shall file a registration statement on Form S-3 or Form S-8, as the case may be (or any successor or other appropriate forms), with respect to the shares of PSS BB&T Common Stock subject to such Options converted or substitute options and shall use its reasonable best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such converted or substitute options remain outstanding. With respect to those individuals individuals, if any, who subsequent to the Merger will may be subject to the reporting requirements under Section 16(a) of the 1934 Securities Exchange Act of 1934, as amended (the "Exchange Act"), where applicable, PSS BB&T shall administer the GSMS Stock Plans Option Plan assumed pursuant to this Section 6 (or the BB&T Option Plan, if applicable) in a manner that complies with Rule 16b-3 promulgated under the 1934 Exchange Act to the extent necessary to preserve for such individuals the GSMS Stock Plans complied with benefits of Rule 16b-3 to the extent such rule benefits were available to them prior to the MergerEffective Time. (b) As soon as practicable following the Effective Time, BB&T shall deliver to the participants receiving converted options under the BB&T Option Plan an appropriate notice setting forth such participant's rights pursuant thereto.

Conversion of Stock Options. (a) At the Effective Time, each option to purchase or other right with respect to shares of Capital Common Stock pursuant to stock options, stock appreciation rights or other rights, including stock awards ("Capital Options") granted by GSMS to purchase shares of GSMS Common StockCapital under the Capital Stock Plans, which is are outstanding immediately prior thereto (an "Option" or, collectively, at the "Options"), granted by the GSMS under the GSMS Stock Plans or otherwiseEffective Time, whether or not exercisable, shall be converted into and become rights with respect to PSS UPC Common Stock, and PSS UPC shall assume each Capital Option, in accordance with the terms of the GSMS Capital Stock Option Plan and stock option or other agreement by which it is evidenced, except that from and after the Effective Time, (i) PSS UPC and its Compensation Salary and Benefits Committee shall be substituted for GSMS Capital and the Committee of GSMSCapital's Board of Directors (including, if applicable, the entire Board of Directors of GSMSCapital) or other independent committee administering the GSMS such Capital Stock PlansPlan, (ii) each Capital Option assumed by PSS UPC may be exercised solely for shares of PSS UPC Common StockStock (or cash in the case of stock appreciation rights), (iii) the number of shares of PSS UPC Common Stock subject to such Capital Option shall be equal to the number of whole shares (rounded down to the nearest whole share) of GSMS Capital Common Stock subject to such Capital Option immediately prior to the Effective Time multiplied by the Exchange RatioRatio and rounding down to the nearest whole share, and (iv) the per share exercise price under each such Capital Option shall be adjusted by dividing the per share exercise price under each such Capital Option by the Exchange Ratio and rounding up to the nearest whole cent. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.5(a)3.5, each Capital Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Internal Revenue Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Optionthe option, within the meaning of Section 424(h) of the Internal Revenue Code. UPC and Capital agree to take all necessary steps to effectuate the foregoing provisions of this Section 3.5. (b) Prior to the Effective Time, GSMS shall use its reasonable best efforts to obtain all necessary consents or releases from holders of Options under any of the GSMS Stock Plans or otherwise and take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section. (c) As soon as practicable after the Effective Time, PSS UPC shall deliver to the holders of Options participants in each Capital Stock Plan an appropriate notices notice setting forth such holders' participant's rights pursuant to the GSMS Stock Plans thereto and the agreements evidencing the grants of subject to such Options Capital Stock Plan shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.5 3.5(a) after giving effect to the Merger Merger), and the provisions set forth above). If necessary, PSS UPC shall comply with the terms of the GSMS each Capital Stock Plans and Plan to ensure, to the extent lawful and practicablerequired by, and subject to the provisions of, the GSMS such Capital Stock PlansPlan, that Capital Options which qualified as incentive stock options prior to the Effective Time of the Merger continue to qualify as incentive stock options after the Effective Time of the Merger. (d) PSS shall take all corporate action necessary to reserve for issuance a sufficient number of shares of PSS Common Stock for delivery upon the exercise of OptionsTime. As soon as practicable Within 30 days after the Effective Time, PSS UPC shall file a registration statement on Form S-3 or Form S-8, as the case may be (or any successor or other appropriate forms), with respect to the shares of PSS UPC Common Stock subject to such Options options and shall use its reasonable best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. With respect . (c) In approving this Agreement, Capital and the Committee appointed by the Board of Directors of Capital in accordance with paragraph 3 of the Capital Bancorp 1993 Stock Option and Incentive Plan agree not to those individuals who subsequent permit the holders of options outstanding under such plan to receive cash upon the Merger in an amount equal to the Merger will be excess of the "Market Value" of the Capital Common Stock subject to such option over the reporting requirements under Section 16(a) "Exercise Price" of the 1934 Act, where applicable, PSS shall administer shares subject to such option in accordance with Section 13 of the GSMS Capital Bancorp 1993 Stock Plans in a manner that complies with Rule 16b-3 promulgated under the 1934 Act to the extent the GSMS Stock Plans complied with such rule prior to the MergerOption and Incentive Plan.