-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AuaTMHOThOItM6pxbkl7GzObJHVmo2AmXCI9/6729x8SneKjZtpfvRvzFJJGZ8Tj qHf43C89oNZrFsAtoVa+ng== 0000950144-96-006100.txt : 19960903 0000950144-96-006100.hdr.sgml : 19960903 ACCESSION NUMBER: 0000950144-96-006100 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19960830 EFFECTIVENESS DATE: 19960918 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLONIAL BANCGROUP INC CENTRAL INDEX KEY: 0000092339 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 630661573 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-11255 FILM NUMBER: 96624806 BUSINESS ADDRESS: STREET 1: ONE COMMERCE ST STE 800 STREET 2: P O BOX 1108 CITY: MONTGOMERY STATE: AL ZIP: 36104 BUSINESS PHONE: 3342405000 MAIL ADDRESS: STREET 1: ONE COMMERCE STREET STE 800 STREET 2: PO BOX 1108 CITY: MONTGOMERY STATE: AL ZIP: 36101 FORMER COMPANY: FORMER CONFORMED NAME: SOUTHLAND BANCORPORATION DATE OF NAME CHANGE: 19820205 S-8 1 COLONIAL BANCGROUP, INC. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON D. C. 20549 -------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------------- THE COLONIAL BANCGROUP, INC. (Exact name of registrant as specified in its charter) Delaware 63-0661573 (State of Incorporation) (I.R.S. Employer Identification No.) ONE COMMERCE STREET, SUITE 800 MONTGOMERY, ALABAMA 36104 (334) 240-5000 (Address of principal executive offices) (Telephone No.) ---------------------------------
NONSTATUTORY STOCK OPTIONS AND OPTION AGREEMENTS OF COMMERCIAL BANCORP OF GEORGIA, INC. (FULL TITLE OF PLANS) Copies to: W. Flake Oakley, IV Michael D. Waters, Esquire Chief Financial Officer, Treasurer Miller, Hamilton, Snider & Odom and Secretary One Commerce Street, Suite 802 Post Office Box 1108 Montgomery, Alabama 36103 Montgomery, Alabama 36102 (Name and address of agent for service)
CALCULATION OF REGISTRATION FEE (1) ===================================================================================================== Title of Amount to be Prop. Max. Prop. Max. Amount of Fee Securities to be Registered Offering Price Per Aggregate Offering Registered Unit Price - ----------------------------------------------------------------------------------------------------- Common Stock par 177,038 $18.24(2) $3,209,078.20 $1106.58 value $2.50 per share =====================================================================================================
(1) Calculated pursuant to Rule 457(h)(1). (2) The exercise price varies from $16.13 per share to $18.24 per share with $3,209,078.20 as the total price for all shares. (3) The Registrant assumed all options to issue common stock of Commercial Bancorp of Georgia, Inc. ("CBG") pursuant to an Agreement and Plan of Merger dated as of December 21, 1995. Such options are held by 19 officers, directors, organizers, employees or former employees of CBG. The Registrant acquired CBG by Merger on July 3, 1996. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. Incorporation of Documents by Reference. The following documents are incorporated by reference in this registration statement. All documents subsequently filed by the registrant pursuant to sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents: (a) The registrant's latest annual report filed pursuant to Section 13(a) or 15(d) of the Exchange Act that contains audited financial statements for the registrant's latest fiscal year for which such statements have been filed. (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the registrant's annual report referred to in (a) above. (c) The description of the registrant's Common Stock contained in the registrant's registration statement on Form 8-A II-1 3 dated November 22, 1994, effective February 22, 1995. ITEM 4. Description of Securities. Not applicable. ITEM 5. Interests of Named Experts and Counsel. Certain legal issues respecting the shares of Common Stock of the registrant to be issued and the tax consequences upon issuance of such shares are being passed upon by the law firm of Miller, Hamilton, Snider & Odom, L.L.C., Post Office Box 46, Mobile, Alabama 36601. John C. H. Miller, Jr., a member of such firm, is a director of the registrant. Mr. Miller's firm performs legal services for the registrant. Mr. Miller currently owns 10,175 shares of registrant's Common stock and may acquire 10,000 shares pursuant to stock options. Other attorneys in such firm own shares of BancGroup Common Stock, but such shares are immaterial in amount. ITEM 6. Indemnification of Directors and Officers. Pursuant to Section 145 of the Delaware General Corporation Law, officers, directors, employees and agents of the registrant are entitled to indemnification against liabilities incurred while acting in such capacities on behalf of the registrant, including reimbursement of certain expenses. In addition, the registrant maintains on officer's and director's an insurance policy and a separate indemnification agreement ("Indemnification Agreements") pursuant to which officers and directors of the registrant would be entitled to indemnification against certain liabilities, including reimbursement of certain expenses. The Indemnification Agreements are intended to provide additional indemnification to directors and officers of BancGroup beyond the specific provisions of the Delaware II-2 4 General Corporation Law. Under the Delaware General Corporation Law, a company may indemnify its directors and officers in circumstances other than those under which indemnification and the advance of expenses are expressly permitted by applicable statutory provisions. Under the Delaware General Corporation Law, a director, officer, employee or agent of a corporation (i) must be indemnified by the corporation for all expenses incurred by him (including attorneys' fees) when he is successful on the merits or otherwise in defense of any action, suit or proceeding brought by reason of the fact that he is or was a director, officer, employee or agent of the corporation, (ii) may be indemnified by the corporation against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement of any such proceeding (other than a proceeding by or in the right of the corporation) even if he is not successful on the merits if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the corporation (and, in the case of a criminal proceeding, had no reasonable cause to believe his conduct was unlawful), and (iii) may be indemnified by the corporation for expenses (including attorneys' fees) incurred by him in the defense or settlement of a proceeding brought by or in the right of the corporation, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation; provided that no indemnification may be made under the circumstances described in clause (iii) if the director, officer, employee or agent is adjudged liable to the corporation, unless a court determines that, despite the adjudication of liability but in view of all of the circumstances, he is fairly and reasonably entitled to indemnification for the expenses which the court shall deem proper. The II-3 5 indemnification described in clauses (ii) and (iii) above (unless ordered by a court) may be made only as authorized in a specific case upon determination by (i) a majority of a quorum of disinterested directors, (ii) independent legal counsel in a written opinion, or (iii) the stock holders, that indemnification is proper in the circumstances because the applicable standard of conduct has been met. Expenses (including attorneys' fees) incurred by an officer or director in defending a proceeding may be advanced by the corporation prior to the final disposition of the proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay the advance if it is ultimately determined that he is not entitled to be indemnified by the corporation. Expenses (including attorneys' fees) incurred by other employees and agents may be advanced by the corporation upon terms and conditions deemed appropriate by the board of directors. The indemnification provided by the Delaware General Corporation Law has at least two limitations that are addressed by the Indemnification Agreements: (i) BancGroup is under no obligation to advance expenses to a director or officer, and (ii) except in the case of a proceeding in which a director or officer is successful on the merits or otherwise, indemnification of a director or officer is discretionary rather than mandatory. The Indemnification Agreements, therefore, cover any and all expenses (including attorneys' fees and all other charges paid or payable in connection therewith) incurred in connection with investigating, defending, being a witness or participating in (including an appeal), or preparing to defend, be a witness in or participate in, any threatened, pending or completed action, suit or proceeding, or any inquiry or investigation, whether civil, criminal, administrative or otherwise, related to the fact that such director or officer is or II-4 6 was a director, officer, employee or agent of BancGroup or is or was serving at the request of BancGroup as a director, officer, employee, agent, partner, committee member or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, or by reason of anything done or not done by such director or officer in any such capacity. The Indemnification Agreements also provide for the prompt advancement of all expenses incurred in connection with any proceeding and obligate the director or officer to reimburse BancGroup for all amounts so advanced if it is subsequently determined, as provided in the Indemnification Agreements, that the director or officer is not entitled to indemnification. The Indemnification Agreements further provide that the director or officer is entitled to indemnification for, and advancement of, all expenses (including attorneys' fees) incurred in any proceeding seeking to collect from BancGroup an indemnity claim or advancement of expenses under the Indemnification Agreements, BancGroup's Certificate of Incorporation, or the Delaware General Corporation Law, regardless of whether the director or officer is successful in such proceeding. The Indemnification Agreements impose upon BancGroup the burden of proving that the director or officer is not entitled to indemnification in any particular case, and the Indemnification Agreements negate certain presumptions which might otherwise be drawn against a director or officer in certain circumstances. Further, the Indemnification Agreements provide that if BancGroup pays a director or officer pursuant to an Indemnification Agreement, BancGroup will be subrogated to such director's or officer's II-5 7 rights to recover from third parties. The Indemnification Agreements stipulate that a director's or officer's rights under such contracts are not exclusive of any other indemnity rights a director or officer may have; however, the Indemnification Agreements prevent double payment. The Indemnification Agreements require the maintenance of directors' and officers' liability insurance if such insurance can be maintained on terms, including rates, satisfactory to BancGroup. The benefits of the Indemnification Agreements would not be available if (i) the action with respect to which indemnification is sought was initiated or brought voluntarily by the officer or director (other than an action to enforce the right to indemnification under the Indemnification Agreements); (ii) the officer or director is paid for such expense or liability under an insurance policy; (iii) the proceeding is for an accounting of profits pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended; (iv) the conduct of the officer or director is adjudged as constituting an unlawful personal benefit, or active or deliberate dishonesty or willful fraud or illegality; or (v) a court determines that indemnification or advancement of expenses is unlawful under the circumstances. The Indemnification Agreements would provide indemnification for liabilities arising under the Securities Act of 1933, as amended. BancGroup has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in such act and is, therefore, unenforceable. ITEM 7. Exemption from Registration Claimed. Not applicable. II-6 8
ITEM 8. Exhibits. Exhibit No. Description - ----------- ----------- 4.1 Stock Option Agreements for the issue of common stock to Jerry Barfield, Jim Clausen, Michael Couch, Susan Hite, Craig Jarvis, and Richard Sikes. 4.2 Option Agreement for Paul Birkhead, Jim Clausen, Richard Craven, Paul A. Duke, Carole E. Kendell, Larry Key, William S. Pate, Chris A. Peifer, Richard Sikes, William W. Schultz, Stan Taylor, Michael Tennant, Worth L. Thompson, and Issac H. Willis. 4.3 Amended and Restated Agreement and Plan of Merger dated as of February 15, 1996 between The Colonial BancGroup, Inc. and Southern Banking Corporation included as Exhibit 10(F) of the registrant's registration statement on Form S-4, registration no. 333-01163, and incorporated herein by reference. 4.4 Article 4 of the Restated Certificate of Incorporation of the Registrant filed as Exhibit 4.1 to the Registrant's report on form 8-K dated February 21, 1995, and incorporated herein by reference. 4.5 Article II of the Bylaws of the Registrant filed as Exhibit 4.2 to the Registrant's report on form 8-K dated February 21, 1995, and incorporated herein by reference. 4.6 Dividend Reinvestment and Class A Common Stock Purchase Plan of the Registrant dated January 15, 1986, and Amendment No. 1 thereto dated as of June 10, 1986, filed as Exhibit 4(C) to the Registrant's Registration Statement on
II-7 9
Exhibit No. Description - ----------- ----------- Form S-4 (File No. 33-07015), effective July 15, 1986, and incorporated herein by reference. 4.7 Trust Indenture dated as of March 25, 1986, included as Exhibit 4 to the Registrant's Amendment No. 1 to Registration Statement on Form S-2, file number 33-4004, effective March 25, 1986, and incorporated herein by reference. 5 Opinion of Messrs. Miller, Hamilton, Snider & Odom, L.L.C. 23.1 Consent of Messrs. Miller, Hamilton, Snider & Odom, L.L.C. 23.2 Consent of independent accountants, Coopers & Lybrand L.L.P. 24 Power of Attorney, filed as Exhibit 24 to the registrant's Registration Statement on Form S-4, Registration no. 333- 01345, and incorporated herein by reference.
ITEM 9. Undertakings. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers of sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or in the most recent post-effective amendment thereof) II-8 10 which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that paragraphs, (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post- effective amendment shall be deemed to be a new registration relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-9 11 (h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-10 12 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Montgomery, Alabama, on the 30th day of August, 1996. THE COLONIAL BANCGROUP, INC. BY: /s/ Robert E. Lowder ----------------------------------------- Its Chairman of the Board of Directors, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURES TITLE DATE - ---------- ----- ---- /s/ Robert E. Lowder Chairman of the Board ** - --------------------------- of Directors, President Robert E. Lowder and Chief Executive Officer /s/ W. Flake Oakley, IV Chief Financial ** - --------------------------- Officer, Secretary W. Flake Oakley, IV and Treasurer (Principal Financial Officer and Principal Accounting Officer)
II-11 13 * Director ** - -------------------------- Young J. Boozer * Director ** - -------------------------- William Britton * Director ** - -------------------------- Jerry J. Chesser * Director ** - -------------------------- Augustus K. Clements, III * Director ** - ------------------------- Robert C. Craft Director - ------------------------- Patrick F. Dye * Director ** - ------------------------- Clinton O. Holdbrooks * Director ** - ------------------------- D. B. Jones
II-12 14 * Director ** - ------------------------- Harold D. King * Director ** - ------------------------- John Ed Mathison * Director ** - ------------------------- Milton E. McGregor * Director ** - ------------------------- John C. H. Miller, Jr. * Director ** - ------------------------- Joe D. Mussafer * Director ** - ------------------------- William E. Powell Director ** - -------------------------- Donald J. Prewitt * Director ** - ------------------------- Jack H. Rainer * Director ** - ------------------------- Frances E. Roper
II-13 15 * Director ** - ------------------------- Ed V. Welch
* The undersigned, acting pursuant to a power of attorney, has signed this Registration Statement on Form S-4 for and on behalf of the persons indicated above as such persons' true and lawful attorney-in-fact and in their names, places and stead, in the capacities indicated above and on the date indicated below. /s/ W. Flake Oakley, IV - --------------------------- W. Flake Oakley, IV Attorney-in-Fact ** Dated: August 30, 1996 II-14 16 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 EXHIBITS TO FORM S-8 Registration Statement Under The Securities Act of 1933 THE COLONIAL BANCGROUP, INC. (Exact name of registrant as specified in its charter) 17
EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 4.1 Stock Option Agreements for the issue of common stock to Jerry Barfield, Jim Clausen, Michael Couch, Susan Hite, Craig Jarvis, and Richard Sikes. 4.2 Option Agreement for Paul Birkhead, Jim Clausen, Richard Craven, Paul A. Duke, Carole E. Kendell, Larry Key, William S. Pate, Chris A. Peifer, Richard Sikes, William W. Schultz, Stan Taylor, Michael Tennant, Worth L. Thompson, and Issac H. Willis. 4.3 Amended and Restated Agreement and Plan of Merger dated as of February 15, 1996 between The Colonial BancGroup, Inc. and Southern Banking Corporation included as Exhibit 10(F) of the registrant's registration statement on Form S-4, registration no. 333-01163, and incorporated herein by reference. 4.4 Article 4 of the Restated Certificate of Incorporation of the Registrant filed as Exhibit 4.1 to the Registrant's report on form 8-K dated February 21, 1995, and incorporated herein by reference. 4.5 Article II of the Bylaws of the Registrant filed as Exhibit 4.2 to the Registrant's report on form 8-K dated February 21, 1995, and incorporated herein by reference. 4.6 Dividend Reinvestment and Class A Common Stock Purchase Plan of the Registrant dated January 15, 1986, and Amendment No. 1 thereto dated as of June 10, 1986, filed as Exhibit 4(C) to the Registrant's Registration Statement on
18
Exhibit No. Description - ----------- ----------- Form S-4 (File No. 33-07015), effective July 15, 1986, and incorporated herein by reference. 4.7 Trust Indenture dated as of March 25, 1986, included as Exhibit 4 to the Registrant's Amendment No. 1 to Registration Statement on Form S-2, file number 33-4004, effective March 25, 1986, and incorporated herein by reference. 5 Opinion of Messrs. Miller, Hamilton, Snider & Odom, L.L.C. 23.1 Consent of Messrs. Miller, Hamilton, Snider & Odom, L.L.C. 23.2 Consent of independent accountants, Coopers & Lybrand L.L.P. 24 Power of Attorney, filed as Exhibit 24 to the registrant's Registration Statement on Form S-4, Registration no. 333- 01345, and incorporated herein by reference.
EX-4.1 2 STOCK OPTION AGREEMENT 1 Exhibit 4.1 Stock Option Agreements for Certain Directors, Officers and Employees 2 STOCK OPTION NO. 3 COMMERCIAL BANCORP OF GEORGIA, INC. STOCK OPTION AGREEMENT This Stock Option Agreement (the "Agreement") is made and entered into as of the 24th day of May, 1995, by and between Commercial Bancorp of Georgia, Inc. (the "Company") and Richard Sikes ("Optionee"). WITNESSETH: WHEREAS, effective as of May 24, 1995, the Board of Directors of the Company granted to Optionee an option to purchase shares of Common Stock of the Company in accordance with the terms hereof to reward Optionee for his efforts on behalf of the Company and its subsidiaries and to encourage his continued loyalty and diligence; and WHEREAS, the Company and Optionee desire hereby to set forth the terms of Optionee's option in this Agreement; NOW, THEREFORE, for and in consideration of the premises and mutual promises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties acknowledge and agree as follows: 1. Grant of Option. Effective as of the date hereof, the Company grants to Optionee a non-qualified stock option to purchase 9,000 shares of Common Stock of the Company (such 9,000 shares hereinafter are referred to as the "Optioned Shares," and the option granted herein is hereinafter referred to as the "Option"). 2. Option Price. The price per share for each of the Optioned Shares is $12.00 (the "Option Price"), which is 100% of the per share fair market value of the Optioned Shares on the date of grant. The Option is a non- qualified stock option. 3. Exercise of Option. (a) General. The Option may be exercised by Optionee's delivery to the Secretary of the Company of a written notice of exercise executed by Optionee (the "Notice of Exercise"). The Notice of Exercise shall be substantially in the form set forth as Exhibit A attached hereto and made a part hereof, and shall identify the Option that is being exercised and the number of Optioned Shares for which such Option is being exercised. (b) Partial Exercise. Optionee may exercise the Option for less than the 3 full number of exercisable Optioned Shares, but such exercise may not be made for less than 100 shares or the total remaining Optioned Shares, if less than 100 shares. 4. Termination of Option. Notwithstanding any provisions to the contrary herein, the Option shall not be exercisable either in whole or in part after the earliest of: (a) Ten years from the date of grant; (b) The date on which the Company or any subsidiary thereof gives notice to Optionee of the termination of Optionee's employment with the Company or such subsidiary if such termination is due to the discharge of Optionee for "cause." "Cause" as used herein shall mean any act or acts by Optionee involving personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties or willful violation of any law, rule or regulation (other than traffic violations or similar offenses). Provided, however, disability because of illness or accident or any other physical or mental disability shall not constitute a basis for discharge for cause; (c) The date on which Optionee resigns or otherwise voluntarily terminates his employment with the Company or any of its subsidiaries for any reason other than death or Disability (as hereinafter defined) or normal retirement approved by the Board of Directors of the Company; (d) The date of expiration of the one year period that begins on the date on which Optionee ceases to be an employee of the Company or any subsidiary of the Company due to "Disability"; provided, if Optionee dies during such one year period, the terms of subsection (d) shall control. "Disability" shall mean, with respect to an individual, the total and permanent disability of such individual as determined by the Secretary in his or her sole discretion; or (e) The date that is immediately prior to the first anniversary of the date on which Optionee dies (i) while employed by the Company or any subsidiary of the Company, or (ii) within the one year period that begins on the date on which Optionee ceases to be an employee of the Company or any subsidiary of the Company due to Disability. 5. Options Non-Transferable. The Option shall not be transferable by Optionee other than by will or by the laws of descent and distribution, and any purported transfer shall be null and void. During the lifetime of Optionee, the Option shall be exercisable only by Optionee (or, if he becomes disabled or otherwise incapacitated, by the guardian of his property or his duly appointed attorney-in-fact) and shall not be assignable or transferable by Optionee and, subject to Section 6 hereof, no other person shall acquire any rights in the Option. 4 6. Death of Optionee and Transfer of Option. In the event of the death of Optionee while in the employ of the Company or any subsidiary of the Company or within a period of one year after the termination of his employment with the Company or any subsidiary due to Disability, all or any of the unexercised portion of the Option owned by the deceased Optionee may be exercised by Optionee's beneficiary at any time prior to the first anniversary of the date of the death of Optionee, but in no event later than the date as of which such Option expires pursuant to Section 4 hereof. Such exercise shall be effected in accordance with the terms hereof as if such beneficiary was the Optionee herein. Beneficiary shall mean, with respect to any Optionee, the person or persons who acquire the Option of such Optionee by bequest or inheritance. To the extent that an Option has not yet been distributed to such person or persons from a deceased Optionee's estate, an Option may be exercised by the executor or administrator (if applicable) of the deceased Optionee's estate. 7. Medium and Time of Payment of Option Price. (a) General. The Option Price shall be payable by Optionee (or his successors in accordance with Section 6 hereof) upon exercise of the Option and shall be paid in cash or shares of Common Stock of the Company, or any combination thereof. (b) Payment in Shares of the Common Stock. If Optionee pays all or part of the Option Price with shares of Common Stock of the Company, the following conditions shall apply: (i) Optionee shall deliver to the Secretary of the Company a certificate or certificates for shares of the Common Stock duly endorsed for transfer to the Company with signature guaranteed by a member firm of a national stock exchange or by a national or state bank (or guaranteed or notarized in such other manner as the Secretary of the Company may require); (ii) Optionee must have held any shares of the Common Stock used to pay the Option Price for at least six months prior to the date such payment is made; (iii) Such shares shall be valued on the basis of the Fair Market Value of the Common Stock on the date of exercise. Fair Market Value of the Common Stock as of a date of determination shall mean the following: (a) Stock Listed and Shares Traded. If the Common Stock is listed and traded on a national securities exchange as such term is defined by the Securities Exchange Act of 1934, as amended) or on The Nasdaq National Market on the date of determination, the Fair Market Value per share shall be the closing price of a share of the Common Stock on said national securities exchange or Nasdaq 5 National Market on the date of determination. If the Common Stock is traded in the over-the-counter market or the Nasdaq SmallCap Market, the Fair Market Value per share shall be the average of the closing bid and asked prices on the date of determination. (b) Stock Listed But No Shares Traded. If the Common Stock is listed on a national securities exchange or on The Nasdaq National Market but no shares of the Common Stock are traded on the date of determination but there were shares traded on dates within a reasonable period before the date of determination, the Fair Market Value shall be the closing price of the Common Stock on the most recent date before the date of determination. If the common Stock is regularly traded in the over-the-counter market or the Nasdaq SmallCap Market but no shares of the Common Stock are traded on the date of determination (or if records of such trades are unavailable or burdensome to obtain) but there were shares traded on dates within a reasonable period before the date of determination, the Fair Market Value shall be the average of the closing bid and asked prices of the Common Stock on the most recent date before the date of determination. (c) Stock Not Listed. If the Common Stock is not listed on a national securities exchange or on The Nasdaq National Market and is not regularly traded in the over-the-counter market or the Nasdaq SmallCap Market, then the Secretary shall determine the Fair Market Value of the Common Stock from all relevant available facts, which may include the average of the closing bid and ask prices reflected in the over-the-counter market on a date within a reasonable period either before or after the date of determination or opinions of independent experts as to value and may take into account any recent sales and purchases of such Common Stock to the extent they are representative. (iv) If Optionee delivers Common Stock with a value that is less than the Option Price, then Optionee shall pay the balance of the Option Price in cash. If Optionee delivers Common Stock with a value that is greater than the Option Price, then the Company shall issue to Optionee a new stock certificate representing a number of shares equal to the difference between the number of shares so delivered and the number of shares having a value equal to the Option Price (together with a cash payment equal to the value of any fractional share of Common Stock otherwise required to be issued to Optionee). In addition to the payment of the Option Price, Optionee also shall pay in cash (or have withheld from his normal pay) an amount equal to the amount, if any, which the Company 6 at the time of exercise is required to withhold under the income tax and FICA withholding provisions of the Internal Revenue Code of 1986, as amended, and of the income tax laws of the state of Optionee's residence, and of any other applicable law. 8. Agreement of Optionee. Optionee acknowledges and understands that certain restrictions may apply with respect to shares of the Common Stock acquired by him pursuant to his exercise of the Option (possibly including restrictions on resale applicable to "affiliates," as such term is defined in Rule 144 promulgated under the Securities Act of 1933, as amended, and restrictions on resale applicable to shares of Common Stock that have not been registered under the Securities Act of 1933, as amended, and applicable state securities laws). Optionee hereby agrees to execute such documents and take such actions as the Company may require with respect to state and federal securities laws and any restrictions on the resale of such shares which may pertain. All certificates representing the shares of Common Stock issued pursuant to this Agreement shall be marked with the following restrictive legend or similar legend, if such marking, in the opinion of counsel to the Company, is necessary or desirable: The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state. Accordingly, these shares may not be sold, hypothecated, pledged or otherwise transferred except (i) pursuant to an effective registration statement under the Securities Act of 1933, as amended, and any applicable securities laws or regulations of any state with respect to such shares, (ii) in accordance with Securities and Exchange Commission Rule 144, or (iii) upon the issuance to the Company of a favorable opinion of counsel or the submission to the Company of such other evidence as may be satisfactory to the Company that such proposed sale, assignment, encumbrance or other transfer will not be in violation of the Securities Act of 1933, as amended, or any applicable securities laws of any state or any rules or regulations thereunder. Any attempted transfer of this certificate or the shares represented hereby which is in violation of the preceding restrictions will not be recognized by the Company, nor will any transferee be recognized as the owner thereof by the Company. 9. Delivery of Stock Certificates. As promptly as practical after the date of exercise of an Option and the receipt by the Company of full payment therefor, the Company shall deliver to Optionee a stock certificate representing the shares of the Common Stock acquired by Optionee pursuant to his exercise of the Option. 10. Adjustments Upon Changes in Capitalization. (a) Recapitalization. In the event that the outstanding shares of the Common Stock of the Company are hereinafter increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by 7 reason of a recapitalization, reclassification, stock split, combination of shares or dividend payable in shares of the Common Stock the Secretary shall make an appropriate adjustment in the number and kind of shares as to which outstanding Option, or portions thereof then unexercised, shall be exercisable, to the end that the Optionee's proportionate interest shall be maintained as before the occurrence of such event; any such adjustment in any unexercised portions of the Option shall be made without change in the total price applicable to the unexercised portion of such Option and with a corresponding adjustment to the Option Price per share. No fractional shares shall be issued or optioned in making the foregoing adjustments, and the number of Optioned Shares subject to any unexercised portion of the Option shall be the next lower number of shares, rounding all fractions downward. (b) Limits on Adjustments. Any issuance by the Company of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or price of the Optioned Shares, except as specifically provided otherwise in Section 10(a). 11. Notices. All notices or other communications hereunder shall be in writing and shall be effective (i) when personally delivered by courier (including overnight carriers) or otherwise to the party to be given such notice or other communication or (ii) on the third business day following the date deposited in the United States mail if such notice or other communication is sent by certified or registered mail with return receipt requested and postage thereon fully prepaid. The addresses for such notices shall be as follows: If to the Company: Commercial Bancorp of Georgia, Inc. 390 Crogan Street N.W. Lawrenceville, Georgia 30246 If Optionee: Richard Sikes ----------------- ----------------- ----------------- Any party hereto, by notice of the other party hereunder, may change its address for receipt of notices hereunder. 12. Miscellaneous. (a) The granting of the Option and the execution of this Agreement shall 8 not give Optionee any rights to similar grants in future years or any right to be retained in the employ of the Company or any subsidiary of the Company or to interfere in any way with the right of the Company or any subsidiary to terminate Optionee's employment at any time. (b) Unless and except as otherwise specifically provided in this Agreement, Optionee shall have no rights of a shareholder with respect to any shares covered by the Option until the date of issuance of a stock certificate to him for such shares. (c) If any term, provision, covenant or restriction contained in this Agreement is held by a court or federal regulatory agency of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions contained in this Agreement shall remain in full force and effect, and shall in no way be affected, impaired or invalidated. If for any reason such court or regulatory agency determines that this Agreement will not permit Optionee to acquire the full number of Optioned Shares as provided in Section 1 hereof, it is the express intention of the Company to allow Optionee to acquire such lesser number of shares as may be permissible without any amendment or modification hereof. (d) This Agreement shall be construed and enforced in accordance with the laws of Georgia. (e) This Agreement contains the entire understanding among the parties and supersedes any prior understanding and agreements between them representing the subject matter hereof. There are no representations, agreements, arrangements or understandings, oral or written, between and among the parties hereto relating to the subject matter hereof which are not fully expressed herein. (f) Section and other headings contained in this Agreement are for reference purposes only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof. (g) This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which shall constitute one agreement, and the signatures of any party or any counterpart shall be deemed to be a signature to, and may be appended to, any other counterpart. 9 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the first date written above. COMMERCIAL BANCORP OF GEORGIA, INC. By: ----------------------------------------- Title: -------------------------------------- OPTIONEE: ----------------------------------- Richard Sikes 10 EXHIBIT A COMMERCIAL BANCORP OF GEORGIA, INC. NOTICE OF EXERCISE OF STOCK OPTION This Notice of Exercise is given pursuant to the terms of the Stock Option Agreement, dated March 2, 1995, between Commercial Bancorp of Georgia, Inc. (the "Company") and the undersigned Optionee (the "Agreement"), which Agreement represents Stock Option No. 3 and which is made a part hereof and incorporated herein by reference. EXERCISE OF OPTION. Optionee hereby exercises his option to purchase _________________ of his Optioned Shares. Optionee hereby delivers, together with this written statement of exercise, the full Option Price with respect to the exercised Optioned Shares, which consists of: [COMPLETE ONLY ONE] [ ] cash in the total amount of $___________________. [ ] ___________ shares of the Company's Common Stock. [ ] cash in the total amount of $__________ and _________ shares of the Company's Common Stock [ ] other (specify):_____________________________________ ACKNOWLEDGEMENT. Optionee hereby acknowledges that, to the extent he is an "affiliate" of the Company (as that term is defined in Rule 144 promulgated under the Securities Act of 1933, as amended) or to the extent that the Optioned Shares have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws, any shares of the Company's Common Stock acquired by him as a result of his exercise of the Option pursuant to this Notice are subject to, and the certificates representing such shares shall be legended to reflect, certain trading restrictions under applicable securities laws, and Optionee hereby agrees to comply with all such restrictions and to execute such documents or take such other actions as the Company may require in connection with such restrictions. 11 Executed this day of -------- ------------------, ----------. OPTIONEE: ---------------------------------- Signature Richard Sikes ---------------------------------- Print or Type Name Commercial Bancorp of Georgia, Inc. hereby acknowledges receipt of this Notice of Exercise and receipt of payment in the form and amount indicated above, all on this ___________ day of ________________________, ________. COMMERCIAL BANCORP OF GEORGIA, INC. By: ----------------------------------- Title: -------------------------------- 12 STOCK OPTION NO. 7 COMMERCIAL BANCORP OF GEORGIA, INC. STOCK OPTION AGREEMENT This Stock Option Agreement (the "Agreement") is made and entered into as of the 24th day of May, 1995, by and between Commercial Bancorp of Georgia, Inc. (the "Company") and Jerry Barfield ("Optionee"). WITNESSETH: WHEREAS, effective as of May 24, 1995, the Board of Directors of the Company granted to Optionee an option to purchase shares of Common Stock of the Company in accordance with the terms hereof to reward Optionee for his efforts on behalf of the Company and its subsidiaries and to encourage his continued loyalty and diligence; and WHEREAS, the Company and Optionee desire hereby to set forth the terms of Optionee's option in this Agreement; NOW, THEREFORE, for and in consideration of the premises and mutual promises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties acknowledge and agree as follows: 1. Grant of Option. Effective as of the date hereof, the Company grants to Optionee a non-qualified stock option to purchase 9,000 shares of Common Stock of the Company (such 9,000 shares hereinafter are referred to as the "Optioned Shares," and the option granted herein is hereinafter referred to as the "Option"). 2. Option Price. The price per share for each of the Optioned Shares is $12.00 (the "Option Price"), which is 100% of the per share fair market value of the Optioned Shares on the date of grant. The Option is a non- qualified stock option. 3. Exercise of Option. (a) General. The Option may be exercised by Optionee's delivery to the Secretary of the Company of a written notice of exercise executed by Optionee (the "Notice of Exercise"). The Notice of Exercise shall be substantially in the form set forth as Exhibit A attached hereto and made a part hereof, and shall identify the Option that is being exercised and the number of Optioned Shares for which such Option is being exercised. (b) Partial Exercise. Optionee may exercise the Option for less than the 13 full number of exercisable Optioned Shares, but such exercise may not be made for less than 100 shares or the total remaining Optioned Shares, if less than 100 shares. 4. Termination of Option. Notwithstanding any provisions to the contrary herein, the Option shall not be exercisable either in whole or in part after the earliest of: (a) Ten years from the date of grant; (b) The date on which the Company or any subsidiary thereof gives notice to Optionee of the termination of Optionee's employment with the Company or such subsidiary if such termination is due to the discharge of Optionee for "cause." "Cause" as used herein shall mean any act or acts by Optionee involving personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties or willful violation of any law, rule or regulation (other than traffic violations or similar offenses). Provided, however, disability because of illness or accident or any other physical or mental disability shall not constitute a basis for discharge for cause; (c) The date on which Optionee resigns or otherwise voluntarily terminates his employment with the Company or any of its subsidiaries for any reason other than death or Disability (as hereinafter defined) or normal retirement approved by the Board of Directors of the Company; (d) The date of expiration of the one year period that begins on the date on which Optionee ceases to be an employee of the Company or any subsidiary of the Company due to "Disability"; provided, if Optionee dies during such one year period, the terms of subsection (d) shall control. "Disability" shall mean, with respect to an individual, the total and permanent disability of such individual as determined by the Secretary in his or her sole discretion; or (e) The date that is immediately prior to the first anniversary of the date on which Optionee dies (i) while employed by the Company or any subsidiary of the Company, or (ii) within the one year period that begins on the date on which Optionee ceases to be an employee of the Company or any subsidiary of the Company due to Disability. 5. Options Non-Transferable. The Option shall not be transferable by Optionee other than by will or by the laws of descent and distribution, and any purported transfer shall be null and void. During the lifetime of Optionee, the Option shall be exercisable only by Optionee (or, if he becomes disabled or otherwise incapacitated, by the guardian of his property or his duly appointed attorney-in-fact) and shall not be assignable or transferable by Optionee and, subject to Section 6 hereof, no other person shall acquire any rights in the Option. 14 6. Death of Optionee and Transfer of Option. In the event of the death of Optionee while in the employ of the Company or any subsidiary of the Company or within a period of one year after the termination of his employment with the Company or any subsidiary due to Disability, all or any of the unexercised portion of the Option owned by the deceased Optionee may be exercised by Optionee's beneficiary at any time prior to the first anniversary of the date of the death of Optionee, but in no event later than the date as of which such Option expires pursuant to Section 4 hereof. Such exercise shall be effected in accordance with the terms hereof as if such beneficiary was the Optionee herein. Beneficiary shall mean, with respect to any Optionee, the person or persons who acquire the Option of such Optionee by bequest or inheritance. To the extent that an Option has not yet been distributed to such person or persons from a deceased Optionee's estate, an Option may be exercised by the executor or administrator (if applicable) of the deceased Optionee's estate. 7. Medium and Time of Payment of Option Price. (a) General. The Option Price shall be payable by Optionee (or his successors in accordance with Section 6 hereof) upon exercise of the Option and shall be paid in cash or shares of Common Stock of the Company, or any combination thereof. (b) Payment in Shares of the Common Stock. If Optionee pays all or part of the Option Price with shares of Common Stock of the Company, the following conditions shall apply: (i) Optionee shall deliver to the Secretary of the Company a certificate or certificates for shares of the Common Stock duly endorsed for transfer to the Company with signature guaranteed by a member firm of a national stock exchange or by a national or state bank (or guaranteed or notarized in such other manner as the Secretary of the Company may require); (ii) Optionee must have held any shares of the Common Stock used to pay the Option Price for at least six months prior to the date such payment is made; (iii) Such shares shall be valued on the basis of the Fair Market Value of the Common Stock on the date of exercise. Fair Market Value of the Common Stock as of a date of determination shall mean the following: (a) Stock Listed and Shares Traded. If the Common Stock is listed and traded on a national securities exchange as such term is defined by the Securities Exchange Act of 1934, as amended) or on The Nasdaq National Market on the date of determination, the Fair Market Value per share shall be the closing price of a share of the Common Stock on said national securities exchange or Nasdaq 15 National Market on the date of determination. If the Common Stock is traded in the over-the-counter market or the Nasdaq SmallCap Market, the Fair Market Value per share shall be the average of the closing bid and asked prices on the date of determination. (b) Stock Listed But No Shares Traded. If the Common Stock is listed on a national securities exchange or on The Nasdaq National Market but no shares of the Common Stock are traded on the date of determination but there were shares traded on dates within a reasonable period before the date of determination, the Fair Market Value shall be the closing price of the Common Stock on the most recent date before the date of determination. If the common Stock is regularly traded in the over-the-counter market or the Nasdaq SmallCap Market but no shares of the Common Stock are traded on the date of determination (or if records of such trades are unavailable or burdensome to obtain) but there were shares traded on dates within a reasonable period before the date of determination, the Fair Market Value shall be the average of the closing bid and asked prices of the Common Stock on the most recent date before the date of determination. (c) Stock Not Listed. If the Common Stock is not listed on a national securities exchange or on The Nasdaq National Market and is not regularly traded in the over-the-counter market or the Nasdaq SmallCap Market, then the Secretary shall determine the Fair Market Value of the Common Stock from all relevant available facts, which may include the average of the closing bid and ask prices reflected in the over-the-counter market on a date within a reasonable period either before or after the date of determination or opinions of independent experts as to value and may take into account any recent sales and purchases of such Common Stock to the extent they are representative. (iv) If Optionee delivers Common Stock with a value that is less than the Option Price, then Optionee shall pay the balance of the Option Price in cash. If Optionee delivers Common Stock with a value that is greater than the Option Price, then the Company shall issue to Optionee a new stock certificate representing a number of shares equal to the difference between the number of shares so delivered and the number of shares having a value equal to the Option Price (together with a cash payment equal to the value of any fractional share of Common Stock otherwise required to be issued to Optionee). In addition to the payment of the Option Price, Optionee also shall pay in cash (or have withheld from his normal pay) an amount equal to the amount, if any, which the Company 16 at the time of exercise is required to withhold under the income tax and FICA withholding provisions of the Internal Revenue Code of 1986, as amended, and of the income tax laws of the state of Optionee's residence, and of any other applicable law. 8. Agreement of Optionee. Optionee acknowledges and understands that certain restrictions may apply with respect to shares of the Common Stock acquired by him pursuant to his exercise of the Option (possibly including restrictions on resale applicable to "affiliates," as such term is defined in Rule 144 promulgated under the Securities Act of 1933, as amended, and restrictions on resale applicable to shares of Common Stock that have not been registered under the Securities Act of 1933, as amended, and applicable state securities laws). Optionee hereby agrees to execute such documents and take such actions as the Company may require with respect to state and federal securities laws and any restrictions on the resale of such shares which may pertain. All certificates representing the shares of Common Stock issued pursuant to this Agreement shall be marked with the following restrictive legend or similar legend, if such marking, in the opinion of counsel to the Company, is necessary or desirable: The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state. Accordingly, these shares may not be sold, hypothecated, pledged or otherwise transferred except (i) pursuant to an effective registration statement under the Securities Act of 1933, as amended, and any applicable securities laws or regulations of any state with respect to such shares, (ii) in accordance with Securities and Exchange Commission Rule 144, or (iii) upon the issuance to the Company of a favorable opinion of counsel or the submission to the Company of such other evidence as may be satisfactory to the Company that such proposed sale, assignment, encumbrance or other transfer will not be in violation of the Securities Act of 1933, as amended, or any applicable securities laws of any state or any rules or regulations thereunder. Any attempted transfer of this certificate or the shares represented hereby which is in violation of the preceding restrictions will not be recognized by the Company, nor will any transferee be recognized as the owner thereof by the Company. 9. Delivery of Stock Certificates. As promptly as practical after the date of exercise of an Option and the receipt by the Company of full payment therefor, the Company shall deliver to Optionee a stock certificate representing the shares of the Common Stock acquired by Optionee pursuant to his exercise of the Option. 10. Adjustments Upon Changes in Capitalization. (a) Recapitalization. In the event that the outstanding shares of the Common Stock of the Company are hereinafter increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by 17 reason of a recapitalization, reclassification, stock split, combination of shares or dividend payable in shares of the Common Stock the Secretary shall make an appropriate adjustment in the number and kind of shares as to which outstanding Option, or portions thereof then unexercised, shall be exercisable, to the end that the Optionee's proportionate interest shall be maintained as before the occurrence of such event; any such adjustment in any unexercised portions of the Option shall be made without change in the total price applicable to the unexercised portion of such Option and with a corresponding adjustment to the Option Price per share. No fractional shares shall be issued or optioned in making the foregoing adjustments, and the number of Optioned Shares subject to any unexercised portion of the Option shall be the next lower number of shares, rounding all fractions downward. (b) Limits on Adjustments. Any issuance by the Company of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or price of the Optioned Shares, except as specifically provided otherwise in Section 10(a). 11. Notices. All notices or other communications hereunder shall be in writing and shall be effective (i) when personally delivered by courier (including overnight carriers) or otherwise to the party to be given such notice or other communication or (ii) on the third business day following the date deposited in the United States mail if such notice or other communication is sent by certified or registered mail with return receipt requested and postage thereon fully prepaid. The addresses for such notices shall be as follows: If to the Company: Commercial Bancorp of Georgia, Inc. 390 Crogan Street N.W. Lawrenceville, Georgia 30246 If Optionee: Jerry Barfield -------------------- -------------------- -------------------- Any party hereto, by notice of the other party hereunder, may change its address for receipt of notices hereunder. 12. Miscellaneous. (a) The granting of the Option and the execution of this Agreement shall 18 not give Optionee any rights to similar grants in future years or any right to be retained in the employ of the Company or any subsidiary of the Company or to interfere in any way with the right of the Company or any subsidiary to terminate Optionee's employment at any time. (b) Unless and except as otherwise specifically provided in this Agreement, Optionee shall have no rights of a shareholder with respect to any shares covered by the Option until the date of issuance of a stock certificate to him for such shares. (c) If any term, provision, covenant or restriction contained in this Agreement is held by a court or federal regulatory agency of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions contained in this Agreement shall remain in full force and effect, and shall in no way be affected, impaired or invalidated. If for any reason such court or regulatory agency determines that this Agreement will not permit Optionee to acquire the full number of Optioned Shares as provided in Section 1 hereof, it is the express intention of the Company to allow Optionee to acquire such lesser number of shares as may be permissible without any amendment or modification hereof. (d) This Agreement shall be construed and enforced in accordance with the laws of Georgia. (e) This Agreement contains the entire understanding among the parties and supersedes any prior understanding and agreements between them representing the subject matter hereof. There are no representations, agreements, arrangements or understandings, oral or written, between and among the parties hereto relating to the subject matter hereof which are not fully expressed herein. (f) Section and other headings contained in this Agreement are for reference purposes only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof. (g) This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which shall constitute one agreement, and the signatures of any party or any counterpart shall be deemed to be a signature to, and may be appended to, any other counterpart. 19 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the first date written above. COMMERCIAL BANCORP OF GEORGIA, INC. By: -------------------------------------- Title: ----------------------------------- OPTIONEE: -------------------------------- Jerry Barfield 20 STOCK OPTION NO. 5 COMMERCIAL BANCORP OF GEORGIA, INC. STOCK OPTION AGREEMENT This Stock Option Agreement (the "Agreement") is made and entered into as of the 24th day of May, 1995, by and between Commercial Bancorp of Georgia, Inc. (the "Company") and Mike Couch ("Optionee"). WITNESSETH: WHEREAS, effective as of May 24, 1995, the Board of Directors of the Company granted to Optionee an option to purchase shares of Common Stock of the Company in accordance with the terms hereof to reward Optionee for his efforts on behalf of the Company and its subsidiaries and to encourage his continued loyalty and diligence; and WHEREAS, the Company and Optionee desire hereby to set forth the terms of Optionee's option in this Agreement; NOW, THEREFORE, for and in consideration of the premises and mutual promises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties acknowledge and agree as follows: 1. Grant of Option. Effective as of the date hereof, the Company grants to Optionee a non-qualified stock option to purchase 9,000 shares of Common Stock of the Company (such 9,000 shares hereinafter are referred to as the "Optioned Shares," and the option granted herein is hereinafter referred to as the "Option"). 2. Option Price. The price per share for each of the Optioned Shares is $12.00 (the "Option Price"), which is 100% of the per share fair market value of the Optioned Shares on the date of grant. The Option is a non- qualified stock option. 3. Exercise of Option. (a) General. The Option may be exercised by Optionee's delivery to the Secretary of the Company of a written notice of exercise executed by Optionee (the "Notice of Exercise"). The Notice of Exercise shall be substantially in the form set forth as Exhibit A attached hereto and made a part hereof, and shall identify the Option that is being exercised and the number of Optioned Shares for which such Option is being exercised. (b) Partial Exercise. Optionee may exercise the Option for less than the 21 full number of exercisable Optioned Shares, but such exercise may not be made for less than 100 shares or the total remaining Optioned Shares, if less than 100 shares. 4. Termination of Option. Notwithstanding any provisions to the contrary herein, the Option shall not be exercisable either in whole or in part after the earliest of: (a) Ten years from the date of grant; (b) The date on which the Company or any subsidiary thereof gives notice to Optionee of the termination of Optionee's employment with the Company or such subsidiary if such termination is due to the discharge of Optionee for "cause." "Cause" as used herein shall mean any act or acts by Optionee involving personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties or willful violation of any law, rule or regulation (other than traffic violations or similar offenses). Provided, however, disability because of illness or accident or any other physical or mental disability shall not constitute a basis for discharge for cause; (c) The date on which Optionee resigns or otherwise voluntarily terminates his employment with the Company or any of its subsidiaries for any reason other than death or Disability (as hereinafter defined) or normal retirement approved by the Board of Directors of the Company; (d) The date of expiration of the one year period that begins on the date on which Optionee ceases to be an employee of the Company or any subsidiary of the Company due to "Disability"; provided, if Optionee dies during such one year period, the terms of subsection (d) shall control. "Disability" shall mean, with respect to an individual, the total and permanent disability of such individual as determined by the Secretary in his or her sole discretion; or (e) The date that is immediately prior to the first anniversary of the date on which Optionee dies (i) while employed by the Company or any subsidiary of the Company, or (ii) within the one year period that begins on the date on which Optionee ceases to be an employee of the Company or any subsidiary of the Company due to Disability. 5. Options Non-Transferable. The Option shall not be transferable by Optionee other than by will or by the laws of descent and distribution, and any purported transfer shall be null and void. During the lifetime of Optionee, the Option shall be exercisable only by Optionee (or, if he becomes disabled or otherwise incapacitated, by the guardian of his property or his duly appointed attorney-in-fact) and shall not be assignable or transferable by Optionee and, subject to Section 6 hereof, no other person shall acquire any rights in the Option. 22 6. Death of Optionee and Transfer of Option. In the event of the death of Optionee while in the employ of the Company or any subsidiary of the Company or within a period of one year after the termination of his employment with the Company or any subsidiary due to Disability, all or any of the unexercised portion of the Option owned by the deceased Optionee may be exercised by Optionee's beneficiary at any time prior to the first anniversary of the date of the death of Optionee, but in no event later than the date as of which such Option expires pursuant to Section 4 hereof. Such exercise shall be effected in accordance with the terms hereof as if such beneficiary was the Optionee herein. Beneficiary shall mean, with respect to any Optionee, the person or persons who acquire the Option of such Optionee by bequest or inheritance. To the extent that an Option has not yet been distributed to such person or persons from a deceased Optionee's estate, an Option may be exercised by the executor or administrator (if applicable) of the deceased Optionee's estate. 7. Medium and Time of Payment of Option Price. (a) General. The Option Price shall be payable by Optionee (or his successors in accordance with Section 6 hereof) upon exercise of the Option and shall be paid in cash or shares of Common Stock of the Company, or any combination thereof. (b) Payment in Shares of the Common Stock. If Optionee pays all or part of the Option Price with shares of Common Stock of the Company, the following conditions shall apply: (i) Optionee shall deliver to the Secretary of the Company a certificate or certificates for shares of the Common Stock duly endorsed for transfer to the Company with signature guaranteed by a member firm of a national stock exchange or by a national or state bank (or guaranteed or notarized in such other manner as the Secretary of the Company may require); (ii) Optionee must have held any shares of the Common Stock used to pay the Option Price for at least six months prior to the date such payment is made; (iii) Such shares shall be valued on the basis of the Fair Market Value of the Common Stock on the date of exercise. Fair Market Value of the Common Stock as of a date of determination shall mean the following: (a) Stock Listed and Shares Traded. If the Common Stock is listed and traded on a national securities exchange as such term is defined by the Securities Exchange Act of 1934, as amended) or on The Nasdaq National Market on the date of determination, the Fair Market Value per share shall be the closing price of a share of the Common Stock on said national securities exchange or Nasdaq National Market on the date of determination. If the Common Stock 23 is traded in the over-the-counter market or the Nasdaq SmallCap Market, the Fair Market Value per share shall be the average of the closing bid and asked prices on the date of determination. (b) Stock Listed But No Shares Traded. If the Common Stock is listed on a national securities exchange or on The Nasdaq National Market but no shares of the Common Stock are traded on the date of determination but there were shares traded on dates within a reasonable period before the date of determination, the Fair Market Value shall be the closing price of the Common Stock on the most recent date before the date of determination. If the common Stock is regularly traded in the over-the-counter market or the Nasdaq SmallCap Market but no shares of the Common Stock are traded on the date of determination (or if records of such trades are unavailable or burdensome to obtain) but there were shares traded on dates within a reasonable period before the date of determination, the Fair Market Value shall be the average of the closing bid and asked prices of the Common Stock on the most recent date before the date of determination. (c) Stock Not Listed. If the Common Stock is not listed on a national securities exchange or on The Nasdaq National Market and is not regularly traded in the over-the-counter market or the Nasdaq SmallCap Market, then the Secretary shall determine the Fair Market Value of the Common Stock from all relevant available facts, which may include the average of the closing bid and ask prices reflected in the over-the-counter market on a date within a reasonable period either before or after the date of determination or opinions of independent experts as to value and may take into account any recent sales and purchases of such Common Stock to the extent they are representative. (iv) If Optionee delivers Common Stock with a value that is less than the Option Price, then Optionee shall pay the balance of the Option Price in cash. If Optionee delivers Common Stock with a value that is greater than the Option Price, then the Company shall issue to Optionee a new stock certificate representing a number of shares equal to the difference between the number of shares so delivered and the number of shares having a value equal to the Option Price (together with a cash payment equal to the value of any fractional share of Common Stock otherwise required to be issued to Optionee). In addition to the payment of the Option Price, Optionee also shall pay in cash (or have withheld from his normal pay) an amount equal to the amount, if any, which the Company at the time of exercise is required to withhold under the income tax and FICA withholding 24 provisions of the Internal Revenue Code of 1986, as amended, and of the income tax laws of the state of Optionee's residence, and of any other applicable law. 8. Agreement of Optionee. Optionee acknowledges and understands that certain restrictions may apply with respect to shares of the Common Stock acquired by him pursuant to his exercise of the Option (possibly including restrictions on resale applicable to "affiliates," as such term is defined in Rule 144 promulgated under the Securities Act of 1933, as amended, and restrictions on resale applicable to shares of Common Stock that have not been registered under the Securities Act of 1933, as amended, and applicable state securities laws). Optionee hereby agrees to execute such documents and take such actions as the Company may require with respect to state and federal securities laws and any restrictions on the resale of such shares which may pertain. All certificates representing the shares of Common Stock issued pursuant to this Agreement shall be marked with the following restrictive legend or similar legend, if such marking, in the opinion of counsel to the Company, is necessary or desirable: The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state. Accordingly, these shares may not be sold, hypothecated, pledged or otherwise transferred except (i) pursuant to an effective registration statement under the Securities Act of 1933, as amended, and any applicable securities laws or regulations of any state with respect to such shares, (ii) in accordance with Securities and Exchange Commission Rule 144, or (iii) upon the issuance to the Company of a favorable opinion of counsel or the submission to the Company of such other evidence as may be satisfactory to the Company that such proposed sale, assignment, encumbrance or other transfer will not be in violation of the Securities Act of 1933, as amended, or any applicable securities laws of any state or any rules or regulations thereunder. Any attempted transfer of this certificate or the shares represented hereby which is in violation of the preceding restrictions will not be recognized by the Company, nor will any transferee be recognized as the owner thereof by the Company. 9. Delivery of Stock Certificates. As promptly as practical after the date of exercise of an Option and the receipt by the Company of full payment therefor, the Company shall deliver to Optionee a stock certificate representing the shares of the Common Stock acquired by Optionee pursuant to his exercise of the Option. 10. Adjustments Upon Changes in Capitalization. (a) Recapitalization. In the event that the outstanding shares of the Common Stock of the Company are hereinafter increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of a recapitalization, reclassification, stock split, combination of shares or dividend 25 payable in shares of the Common Stock the Secretary shall make an appropriate adjustment in the number and kind of shares as to which outstanding Option, or portions thereof then unexercised, shall be exercisable, to the end that the Optionee's proportionate interest shall be maintained as before the occurrence of such event; any such adjustment in any unexercised portions of the Option shall be made without change in the total price applicable to the unexercised portion of such Option and with a corresponding adjustment to the Option Price per share. No fractional shares shall be issued or optioned in making the foregoing adjustments, and the number of Optioned Shares subject to any unexercised portion of the Option shall be the next lower number of shares, rounding all fractions downward. (b) Limits on Adjustments. Any issuance by the Company of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or price of the Optioned Shares, except as specifically provided otherwise in Section 10(a). 11. Notices. All notices or other communications hereunder shall be in writing and shall be effective (i) when personally delivered by courier (including overnight carriers) or otherwise to the party to be given such notice or other communication or (ii) on the third business day following the date deposited in the United States mail if such notice or other communication is sent by certified or registered mail with return receipt requested and postage thereon fully prepaid. The addresses for such notices shall be as follows: If to the Company: Commercial Bancorp of Georgia, Inc. 390 Crogan Street N.W. Lawrenceville, Georgia 30246 If Optionee: Mike Couch -------------------- -------------------- -------------------- Any party hereto, by notice of the other party hereunder, may change its address for receipt of notices hereunder. 12. Miscellaneous. (a) The granting of the Option and the execution of this Agreement shall not give Optionee any rights to similar grants in future years or any right to be retained in 26 the employ of the Company or any subsidiary of the Company or to interfere in any way with the right of the Company or any subsidiary to terminate Optionee's employment at any time. (b) Unless and except as otherwise specifically provided in this Agreement, Optionee shall have no rights of a shareholder with respect to any shares covered by the Option until the date of issuance of a stock certificate to him for such shares. (c) If any term, provision, covenant or restriction contained in this Agreement is held by a court or federal regulatory agency of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions contained in this Agreement shall remain in full force and effect, and shall in no way be affected, impaired or invalidated. If for any reason such court or regulatory agency determines that this Agreement will not permit Optionee to acquire the full number of Optioned Shares as provided in Section 1 hereof, it is the express intention of the Company to allow Optionee to acquire such lesser number of shares as may be permissible without any amendment or modification hereof. (d) This Agreement shall be construed and enforced in accordance with the laws of Georgia. (e) This Agreement contains the entire understanding among the parties and supersedes any prior understanding and agreements between them representing the subject matter hereof. There are no representations, agreements, arrangements or understandings, oral or written, between and among the parties hereto relating to the subject matter hereof which are not fully expressed herein. (f) Section and other headings contained in this Agreement are for reference purposes only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof. (g) This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which shall constitute one agreement, and the signatures of any party or any counterpart shall be deemed to be a signature to, and may be appended to, any other counterpart. 27 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the first date written above. COMMERCIAL BANCORP OF GEORGIA, INC. By: ---------------------------------------- Title: ------------------------------------- OPTIONEE: --------------------------------- Mick Couch 28 STOCK OPTION NO. 8 COMMERCIAL BANCORP OF GEORGIA, INC. STOCK OPTION AGREEMENT This Stock Option Agreement (the "Agreement") is made and entered into as of the 2nd day of March, 1995, by and between Commercial Bancorp of Georgia, Inc. (formerly Commercial Bancorp of Gwinnett, Inc.) (the "Company") and James J. Clausen ("Optionee"). WITNESSETH: WHEREAS, pursuant to an Amended and Restated Employment Agreement dated March 25, 1988 between Commercial Bancorp of Georgia, Inc. and Optionee, as amended by Amendment No. 1 thereto dated as of April 18, 1990, Commercial Bancorp of Georgia, Inc. granted to Optionee non-incentive stock options for the purchase of Common Stock of Commercial Bancorp of Georgia, Inc. to provide incentive for Optionee to devote his best efforts on behalf of Commercial Bancorp of Georgia, Inc. and encourage his continued loyalty and diligence; and WHEREAS, at the time Optionee's employment with Commercial Bancorp of Georgia, Inc. and its subsidiary was terminated Optionee and Commercial Bancorp of Georgia, Inc. agreed that such options would remain in full force and effect until the expiration of the applicable option period without regard to the termination of Optionee's employment; WHEREAS, on March 2, 1995, Commercial Bancorp of Georgia, Inc. merged with and into the Company (then known as Commercial Bancorp of Gwinnett, Inc.) (the "Merger") and the Company assumed all of the obligations of Commercial Bancorp of Georgia, Inc. with regard to outstanding stock options, as adjusted to reflect the share exchange ratio applicable to the Merger which resulted in the conversion of such date of each outstanding option for the purchase of one share of Common Stock of Commercial Bancorp of Georgia, Inc. into an option for the purchase of 1.035 shares of Common Stock of the Company and a proportionate reduction in the exercise price of the option; and WHEREAS, the Company and Optionee desire hereby to set forth the terms of Optionee's options following the Merger in this Agreement; NOW, THEREFORE, for an in consideration of the premises and mutual promises 29 herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties acknowledge and agree as follows: 1. Options Granted. The Company and Optionee acknowledge and agree that pursuant to the Merger Optionee holds nonqualified stock options for the purchase of 8,197 shares of Common Stock of the Company (the "1989 Options") and 12,420 shares of Common Stock of the Company (the "1990 Options"). The 1989 Options and the 1990 Options hereinafter are referred to collectively as the "Options," and the 20,617 shares subject to the Options hereinafter are referred to collectively as the "Optioned Shares." 2. Option Price. The price per share for each of the 1989 Options is $9.565, and the price per share for each of the 1990 Options is $9.864 (collectively, the "Option Prices"). The Options are non-qualified Options. 3. Exercise of Options. (a) General. The Options may be exercised by Optionee's delivery to the Secretary of the Company of a written notice of exercise executed by Optionee (the "Notice of Exercise"). The Notice of Exercise shall be substantially in the form set forth as Exhibit A attached hereto and made a part hereof, and shall identify the Option(s) that is (are) being exercised and the number of Optioned Shares for which such Option(s) is (are) being exercised. (b) Partial Exercise. Optionee may exercise the Options for less than the full number of exercisable Optioned Shares, but such exercise may not be made for less than 100 shares or the total remaining Optioned Shares, if less than 100 shares. 4. Termination of Option. Notwithstanding any provisions to the contrary herein, the Options shall not be exercisable either in whole or in part after February 14, 1996 with regard to the 1989 Options and January 16, 1997 with regard to the 1990 Options. 5. Options Non-Transferable. The Options shall not be transferable by Optionee other than by will or by the laws of descent and distribution, and any purported transfer shall be null and void. During the lifetime of Optionee, the Options shall be exercisable only by Optionee (or, if he becomes disabled or otherwise incapacitated, by the guardian of his property or his duly appointed attorney-in-fact) and shall not be assignable or transferable by Optionee and, subject to Section 6 hereof, no other person shall acquire any rights in the Options. 6. Death of Optionee and Transfer of Options. In the event of the death of Optionee, all or any of the unexercised portion of the Options owned by the deceased Optionee may be exercised by Optionee's beneficiary at any time prior to the date as of which such Option expires pursuant to Section 4 hereof. Such exercise shall be effected in accordance with the terms hereof as if such beneficiary was the Optionee herein. 30 Beneficiary shall mean, with respect to an Optionee, the person or persons who acquire the Options of such Optionee by bequest or inheritance. To the extent that an Option has not yet been distributed to such person or persons from a deceased Optionee's estate, an Option may be exercised by the executor or administrator (if applicable) of the deceased Optionee's estate. 7. Medium and Time of Payment of Option Price. (a) General. The Option Price shall be payable by Optionee (or his successors in accordance with Section 6 hereof) upon exercise of the related Option and shall be paid in cash or shares of Common Stock of the Company, or any combination thereof. (b) Payment in Shares of the Common Stock. If Optionee pays all or part of the Option Price with shares of Common Stock of the Company, the following conditions shall apply: (i) Optionee shall deliver to the Secretary of the Company a certificate or certificates for share of the Common Stock duly endorsed for transfer to the Company with signature guaranteed by a member firm of a national stock exchange or by a national or state bank (or guaranteed or notarized in such other manner as the Secretary of the Company may require); (ii) Optionee must have held any shares of the Common Stock used to pay the Option Price for at least six months prior to the date such payment is made; (iii) Such shares shall be valued on the basis of the Fair Market Value of the Common Stock on the date of exercise. Fair Market Value of the Common Stock as of a date of determination shall mean the following: (a) Stock Listed and Shares Traded. If the Common stock is listed and traded on a national securities exchange as such term is defined by the Securities Exchange Act of 1934, as amended) or on The Nasdaq National Market on the date of determination, the Fair Market Value per share shall be the closing price of a share of the Common Stock on said national securities exchange or Nasdaq National Market on the date of determination. If the Common Stock is traded in the over-the-counter market or the Nasdaq SmallCap Market, the Fair Market Value per share shall be the average of the closing bid and asked prices on the date of determination. (b) Stock Listed But No Shares Traded. If the Common Stock is listed on a national securities exchange or on The Nasdaq National Market but no shares of the Common Stock are traded on the date of 31 determination but there were shares traded on dates within a reasonable period before the date of determination, the Fair Market Value shall be the closing price of the Common Stock on the most recent date before the date of determination. If the Common Stock is regularly traded in the over-the- counter market or the Nasdaq SmallCap Market but no shares of the Common Stock are traded on the date of determination (or if records of such trades are unavailable or burdensome to obtain) but there were shares traded on dates within a reasonable period before the date of determination, the Fair Market Value shall be the average of the closing bid and asked prices of the Common Stock on the most recent date before the date of determination. (c) Stock Not Listed. If the Common Stock is not listed on a national securities exchange or on The Nasdaq National Market and is not regularly traded in the over-the-counter market or the Nasdaq SmallCap Market, then the Secretary shall determine the Fair Market Value of the Common Stock from all relevant available facts, which may include the average of the closing bid and ask prices reflected in the over-the-counter market on a date within a reasonable period either before or after the date of determination or opinions of independent experts as to value and may take into account any recent sales and purchases of such Common Stock to the extent they are representative. (iv) If Optionee delivers Common Stock with a value that is less than the Option Price, then Optionee shall pay the balance of the Option Price in cash. If Optionee delivers Common Stock with a value that is greater than the Option Price, then the Company shall issue to Optionee a new stock certificate representing a number of shares equal to the difference between the number of shares so delivered and the number of shares having a value equal to the Option Price (together with a cash payment equal to the value of any fractional share of Common Stock otherwise required to be issued to Optionee). In addition to the payment of the Option Price, Optionee also shall pay in cash (or have withheld from his normal pay) an amount equal to the amount, if any, which the Company at the time of exercise is required to withhold under the income tax and FICA withholding provisions of the Internal Revenue Code of 1986, as amended, and of the income tax laws of the state of Optionee's residence, and of any other applicable law. 8. Agreement of Optionee. Optionee acknowledges and understands that certain restrictions may apply with respect to shares of the Common Stock acquired by him pursuant to his exercise of the Options (possibly including restrictions on resale applicable to "affiliates," as such term is defined in Rule 144 promulgated under the Securities Act of 32 1933, as amended, and restrictions on resale applicable to shares of Common Stock that have not been registered under the Securities Act of 1933, as amended, and applicable state securities laws). Optionee hereby agrees to execute such documents and take such actions as the Company may require with respect to state and federal securities laws and any restrictions on the resale of such shares which may pertain. All certificates representing the shares of Common Stock issued pursuant to this Agreement shall be marked with the following restrictive legend or similar legend, if such marking, in the opinion of counsel to the Company, is necessary or desirable: The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state. Accordingly, these shares may not be sold, hypothecated, pledged or otherwise transferred except (i) pursuant to an effective registration statement under the Securities Act of 1933, as amended, and any applicable securities laws or regulations of any state with respect to such shares, (ii) in accordance with Securities and Exchange Commission Rule 144, or (iii) upon the issuance to the Company of a favorable opinion of counsel or the submission to the Company of such other evidence as may be satisfactory to the Company that such proposed sale, assignment, encumbrance or other transfer will not be in violation of the Securities Act of 1933, as amended, or any applicable securities laws of any state or any rules or regulations thereunder. Any attempted transfer of this certificate or the shares represented hereby which is in violation of the preceding restrictions will not be recognized by the Company, nor will any transferee be recognized as the owner thereof by the Company. 9. Delivery of Stock Certificates. As promptly as practical after the date of exercise of an Option and the receipt by the Company of full payment therefor, the Company shall deliver to Optionee a stock certificate representing the shares of the Common Stock acquired by Optionee pursuant to his exercise of the Option. 10. Adjustments Upon Changes in Capitalization. (a) Recapitalization. In the event that the outstanding shares of the Common Stock of the Company are hereinafter increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of a recapitalization, reclassification, stock split, combination of shares or dividend payable in shares of the Common Stock the Secretary shall make an appropriate adjustment in the number and kind of shares as to which outstanding Options, or portions thereof then unexercised, shall be exercisable, to the end that the Optionee's proportionate interest shall be maintained as before the occurrence of such event; any such adjustment in any outstanding Options shall be made without change in the total price applicable to the unexercised portion of such Option and with a corresponding adjustment to the Option Prices per share. No fractional shares shall be issued or optioned in making the foregoing 33 adjustments, and the number of Optioned Shares subject to any outstanding Options shall be the next lower number of shares, rounding all fractions downward. (b) Limits on Adjustments. Any issuance by the Company of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or price of the Optioned Shares, except as specifically provided otherwise in Section 10(a). 11. Notices. All notices or other communications hereunder shall be in writing and shall be effective (i) when personally delivered by courier (including overnight carriers) or otherwise to the party to be given such notice or other communication or (ii) on the third business day following the date deposited in the United States mail if such notice or other communication is sent by certified or registered mail with return receipt requested and postage thereon fully prepaid. The addresses for such notices shall be as follows: If to the Company: Commercial Bancorp of Georgia, Inc. 390 Crogan Street, N.W. Lawrenceville, Georgia 30246 If to Optoinee: James J. Clausen ------------------ ------------------ ------------------ Any party hereto, by notice of the other party hereunder, may change its address for receipt of notices hereunder. 12. Miscellaneous. (a) The granting of the Options and the execution of this Agreement shall not give Optionee any rights to similar grants in future years or any right to be retained in the employ of the Company or any subsidiary of the Company. (b) Unless and except as otherwise specifically provided in this Agreement, Optionee shall have no rights of a shareholder with respect to any shares covered by the Options until the date of issuance of a stock certificate to him for such shares. (c) If any term, provision, covenant or restriction contained in this Agreement is held by a court or federal regulatory agency of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and 34 restrictions contained in this Agreement shall remain in full force and effect, and shall in no way be affected impaired or invalidated. If for any reason such court or regulatory agency determines that this Agreement will not permit Optionee to acquire the full number of Optioned Shares as provided in Section 1 hereof, it is the express intention of the Company to allow the Optionee to acquire such lesser number of shares as may be permissible without any amendment or modification hereof. (d) This Agreement shall be construed and enforced in accordance with the laws of Georgia. (e) This Agreement contains the entire understanding among the parties and supersedes any prior understanding and agreements between them representing the subject matter hereof. There are no representations, agreements, arrangements or understandings, oral or written, between and among the parties hereto relating to the subject matter hereof which are not fully expressed herein. (f) Section and other headings contained in this Agreement are for reference purposes only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof. (g) This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which shall constitute one agreement , and the signatures of any party or any counterpart shall be deemed to be a signature to, and may be appended to, any other counterpart. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the first date written above. COMMERCIAL BANCORP OF GEORGIA, INC. By: -------------------------------- Title: ----------------------------- OPTIONEE: ----------------------------------- James J. Clausen 35 EMPLOYMENT CONTRACT THIS AGREEMENT is made and entered into this 25th day of January, 1993, by and between Commercial Bank of Gwinnett, N.A. (the "Bank"), a federally chartered national bank and a wholly-owned subsidiary of Commercial Bancorp of Gwinnett, Inc. (the "Company"), and Susan S. Hite ("employee"); . . . 3. COMPENSATION . . . (d) Stock Options. Employee will be awarded stock options not to exceed 3,000 shares of Company's Common Stock during the term of this agreement. The options will be awarded a follows: (i) an option to purchase 500 shares of Common Stock will be awarded on the date employee commences employment under this agreement; (ii) an option to purchase 1,000 shares of Common Stock will be awarded on the first anniversary of the date employee commences employment under this agreement; and (iii) an option to purchase 1,500 shares of Common Stock will be awarded on the second anniversary of the date employee commences employment under this agreement. Each option can be exercised anytime within seven years from the date the option is granted. The price per share to be paid by employee for shares of Common Stock upon exercise of all or part of her options shall be equal to the greater of (x) the book value per share of the Common Stock as reflected in the Company's quarterly financial report for the quarter ended immediately prior to the effective date of the grant of the option or options to be exercised or (y) $10.00 per share. . . . 36 COMMERCIAL BANCORP OF GWINNETT, INC. STOCK OPTION AGREEMENT THIS AGREEMENT is made and entered into as of this 21st day of May, 1991, by and between COMMERCIAL BANCORP OF GWINNETT, INC., a Georgia bank holding company (the "Corporation"), and Robert Craig Jarvis (the "Option Holder"), Executive Vice President of the Corporation and Commercial Bank of Gwinnett, N.A. (the "Bank"), a wholly-owned subsidiary of the Corporation. WITNESSETH: WHEREAS, pursuant to the Employment Contract dated May 3, 1990 by and between the Option Holder and the Corporation, as amended by the First Amendment to Employment Contract dated May 21, 1991 (the "Employment Contract, as amended, hereinafter is referred to as the "Employment Contract"), the Option Holder has agreed to serve as Executive Vice President for the Corporation and the Bank; and WHEREAS, the Employment Contract provides that the Corporation will award to the Option Holder during the term of the Employment Contract options to purchase up to 10,000 shares of the Corporation's $1.00 par value Common Stock (the "Common Stock"); NOW, THEREFORE, in consideration of the premises set forth herein and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto agree as follows: 1. Grant of Options. Subject to the terms, restrictions, limitations and conditions stated herein and in the Employment Contract, (i) effective as of May 3, 1991, the Corporation hereby grants to Option Holder the right to purchase all or part of three thousand (3,000) shares of the Common Stock (the "First Options"), (ii) effective as of May 3, 1992, the Corporation hereby grants to Option Holder the right to purchase all or any part of an additional three thousand (3,000) shares of the Common Stock (the "Second Options"), and (iii) effective as of May 3, 1993, the Corporation hereby grants to Option Holder the right to purchase an additional four thousand (4,000) shares of the Common Stock (the "Third Options," and the First Options, the Second Options and the Third Options hereinafter are referred to collectively as the "Options"); provided, however, that the Second Options and the Third Options will not be granted if, prior to the effective date of the grant of such Options, the Employment Contract is terminated for any reason (including, without limitation, the reasons set forth in Section 2 of the Employment Contract). 2. Term. The First Options may be exercised in whole, or from time to time in part, at any time before 5:00 p.m., Atlanta time, on May 3, 1998. The Second Options may be exercised in whole, or from time to time in part, at any time before 5:00 p.m., Atlanta time, on May 3, 1999. The Third Options may be exercised in whole, or from time to time 37 in part, at any time before 5:00 p.m., Atlanta time, on May 3, 2000. Each such date and time is referred to herein as the "Expiration Time." Notwithstanding the foregoing provisions of this Section 2, no Option may be exercised prior to the effective date of the grant of such Option as set forth in Section 1 of this Agreement. 3. Purchase Price. The price per share to be paid by Option Holder for the shares of Common Stock upon exercise of all or part of the Options shall be equal to the greater of (i) the book value per share of the Common Stock as reflected in the Corporation's quarterly financial report for the quarter ended immediately prior to the effective date of the grant of the Option or Options to be exercised or (ii) $10.00 per share, subject to adjustment as set forth in Section 6 hereof (such price, as adjusted, hereinafter is referred to as the "Purchase Price"). As soon as practicable following the effective dates of the grant of Options, the Corporation shall (a) calculate the Purchase Price for the Common Stock underlying the Options, (b) state such Purchase Price on Exhibit A hereto and (c) give written notice to the Option Holder, which notice shall state the Purchase Price. 4. Exercise of Options. The Options may be exercised by Option Holder by delivery to the Corporation, at the address of the Corporation set forth under Section 10(a) hereof or such other address as the Corporation advises Option Holder pursuant to Section 10(a) hereof, of the following: (a) Written notice of exercise specifying (i) the effective date or dates of the grant of the Options to be exercised and (ii) the number of shares of Common Stock with respect to which the Options are being exercised; and (b) Cash or a cashiers or certified check payable to the Corporation for the full amount of the aggregate Purchase Price for the number of shares of Common Stock as to which the Options are being exercised. 5. Issuance of Shares. Upon receipt of the items set forth in Section 4, and subject to the terms hereof, the Corporation shall cause to be delivered to Option Holder a stock certificate or stock certificates registered in the name of the Option Holder for the number of shares of Common Stock specified in the notice of exercise. Notwithstanding the foregoing, the Corporation shall not be required to issue or deliver any certificate for shares of the Common Stock purchased upon exercise of the Options or any portion thereof prior to the fulfillment of the following conditions: (a) The admission of such shares for listing on all stock exchanges on which the Common Stock is then listed; (b) The completion of any registration or other qualification of such shares which the Corporation shall deem necessary or advisable under any federal or state law or under the rulings or regulations of the Securities and Exchange Commission or any other 38 governmental regulatory body; (c) The obtaining of any approval or other clearance from any federal or state governmental agency or body, which the Corporation shall determine to be necessary or advisable; and (d) The lapse of such reasonable period of time following the exercise of the Options as the Corporation from time to time may establish for reasons of administrative convenience. The Corporation shall have no obligation to obtain the fulfillment of these conditions. 6. Antidilution, Etc. (a) If prior to the Expiration Time of the Third Options, the Corporation shall subdivide its outstanding shares of Common Stock into a greater number of shares, or declare and pay a dividend on its Common Stock payable in additional shares of its Common Stock, the Purchase Price with respect to each Option shall be proportionately reduced to reflect the subdivision or dividend, and the number of shares of Common Stock subject to exercise under the Options (and not previously exercised or expired) shall be proportionately increased to reflect the subdivision or dividend. (b) If prior to the Expiration Time of the Third Options, the Corporation shall combine its outstanding shares of the Common Stock into a smaller number of shares, the Purchase Price with respect to each Option shall be proportionately increased to reflect the combination, and the number of shares of Common Stock subject to exercise under the Options (and not previously exercised or expired) shall be proportionately reduced to reflect the combination. 7. Reorganization, Reclassification, Consolidation or Merger. If prior to the Expiration Time of the Third Options, there shall be any reorganization or reclassification of the Common Stock (other than a subdivision or combination of shares provided for in Section 6 hereof), or any consolidation or merger of the Corporation with another entity, the Option Holder shall thereafter be entitled to receive, during the term hereof and upon payment of the Purchase Price, the number of shares of stock or other securities or property of the Corporation or of the successor entity (or its parent company) resulting from such consolidation or merger, as the case may be, to which a holder of the number of shares of Common Stock deliverable upon the exercise of the Options granted hereby would have been entitled upon such reorganization, reclassification, consolidation or merger; and in any case, appropriate adjustment (as determined by agreement of the Option Holder and the Board of Directors of the Corporation) shall be made in the application of the provisions herein set forth with respect to the rights and interest thereafter of the Option Holder to the end that the provisions set forth herein (including the adjustment of the Purchase Price 39 and the number of shares issuable upon the exercise of the Options) shall thereafter be applicable, as near as may reasonably be practicable, in relation to any shares or other property thereafter deliverable upon the exercise hereof. 8. Notice of Adjustments. Upon any adjustment of the Purchase Price and any increase or decrease in the number of shares of Common Stock purchasable upon the exercise of any of the Options, the Corporation, within thirty (30) days thereafter, shall give written notice thereof to the Option Holder at the address set forth under Section 10(a) hereof or such other address as Option Holder may advise the Corporation pursuant to Section 10(a) hereof, which notice shall state the Purchase Price as adjusted and the increased or decreased number of shares purchasable upon the exercise of the Options, setting forth in reasonable detail the method of calculation of each. 9. Transfer and Assignment. (a) Neither the Options nor any rights hereunder are assignable or transferable by Option Holder otherwise than by will or under the laws of descent and distribution, and during the Option Holder's lifetime the Options are exercisable only by Option Holder (or by Option Holder's guardian or legal representative, should one be appointed). More particularly, but without limiting the generality of the foregoing, except as may be approved otherwise by the Corporation, the Options may not be assigned, transferred (except as aforesaid), pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of all or part of the Options contrary to the provisions hereof shall be null and void and without legal effect. (b) Shares of Common Stock acquired by exercise of any Option granted hereby may not be transferred or sold unless such transfer or sale is exempt from further regulatory approval or otherwise permissible under applicable law, including state and federal securities laws. 10. Miscellaneous. (a) All notices, requests, demands, and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand, telegram or facsimile transmission, or, if mailed by postage prepaid first class mail, on the third business day after mailing, to the following address (or at such other address as a party may notify the other hereunder): To the Corporation: To Option Holder: Commercial Bancorp of Robert Craig Jarvis Gwinnett, Inc. 1157 Hutch Lane 390 Crogan Street Snellville, Georgia 30278 Lawrenceville, Georgia 30246 Attention: Richard Sikes President 40 (b) The Corporation covenants that it has reserved and will keep available, solely for the purpose of issue upon the exercise of the Options granted hereby, a sufficient number of shares of Common Stock to permit the exercise of such Options in full. (c) No holder of the Options, as such, shall be entitled to vote or receive dividends with respect to the shares of Common Stock subject thereto or be deemed to be a shareholder of the Corporation for any purpose until all or part of the Options have been exercised and such Common Stock has been issued. (d) This Agreement may be amended only by an instrument in writing executed by the party against whom enforcement or amendment is sought. (e) This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. (f) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Georgia. IN WITNESS WHEREOF, the Corporation has caused this Agreement to be signed by its duly authorized officers and its corporate seal to be affixed hereto, and the Option Holder has executed this Agreement under seal, all as of the day and year first above written. COMMERCIAL BANCORP OF GWINNETT, INC. [CORPORATE SEAL] ATTEST: By: ----------------------------------------- Richard Sikes, Chairman of the Board, President and Chief Executive Officer - ---------------------------- OPTION HOLDER ------------------------------------- (Seal) Robert Craig Jarvis EX-4.2 3 OPTION AGREEMENT 1 Exhibit 4.2 Option Agreement for Certain Directors, Officers, Organizers and Employees 2 THE COLONIAL BANCGROUP, INC. OPTION AGREEMENT THIS OPTION AGREEMENT (the "Agreement") is made and entered into as of this 3rd day of July, 1996, by and between THE COLONIAL BANCGROUP, INC., a Delaware corporation ("BancGroup"), and _______________ ("Option Holder"). W I T N E S S E T H: WHEREAS, Option Holder served as an organizer in the formation and establishment of Commercial Bancorp of Georgia, Inc. (then known as Commercial Bancorp of Gwinnett, Inc.) ("Commercial Bancorp") and its wholly-owned bank subsidiary (Commercial Bancorp and its subsidiary are referred to herein collectively as "CBG"); and WHEREAS, in connection with, and as consideration for, his service as an organizer of CBG and his purchase of shares of Common Stock, $1.00 par value per share, of Commercial Bancorp ("CBG Stock") in Commercial Bancorp's initial public offering, Commercial Bancorp granted to Option Holder options to purchase up to _______ shares of CBG Stock (the "Original Options") pursuant to the terms and conditions of the Warrant Agreement dated on or about July 27, 1990, by and between Commercial Bancorp and Option Holder (the "Original Option Agreement"); and WHEREAS, effective on July 3, 1996, Commercial Bancorp merged (the "Merger") with and into BancGroup pursuant to the Agreement and Plan of Merger dated December 21, 1996 (the "Merger Agreement"), by and between BancGroup and Commercial Bancorp; WHEREAS, as a result of the Merger and pursuant to the terms of the Merger Agreement all of the issued and outstanding shares of CBG Stock were converted into and exchanged for shares of the Common Stock, $2.50 par value per share, of BancGroup (the "BancGroup Common Stock"); WHEREAS, pursuant to the terms of the Merger Agreement and the Original Option Agreement, the Original Options were converted by operation of law in the Merger into options to purchase shares of BancGroup Common Stock; and WHEREAS, BancGroup and the Option Holder desire to enter into this Agreement to memorialize the terms of the Options (as hereinafter defined) as converted in the Merger and, in connection therewith, to terminate and replace the Original Option Agreement with this Agreement. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto agree as follows: 3 1. Grant of Option. Subject to the terms, restrictions, limitations and conditions stated herein, the Original Options are converted into the right to purchase shares of BancGroup Common Stock and, to memorialize such conversion, BancGroup hereby grants to Option Holder the right (the "Option") to purchase all or any part of an aggregate of _______ shares of BancGroup Common Stock. 2. Term. The Option may be exercised in whole, or from time to time in part, at any time before 5:00 p.m., Atlanta time, on July 27, 2000 (the "Expiration Time"). 3. Purchase Price. The price per share to be paid by Option Holder for the shares of BancGroup Common Stock subject to this Option shall be $_______ per share. Such exercise price was determined pursuant to the Merger Agreement and the Original Option Agreement and is equal to the book value per share of the CBG Stock as reflected in Commercial Bancorp's quarterly financial report for the quarter [ENDED JUNE 30, 1996] (the quarter ended immediately prior to the effective date of the Merger), divided by .6117 (the exchange ratio in the Merger) (such price, as adjusted, hereinafter is referred to as the "Purchase Price"). The Purchase Price shall be subject to adjustment as set forth in Section 7 below. 4. Exercise of Option. The Option may be exercised by Option Holder by delivery to BancGroup, at the address of BancGroup set forth under Section 11(a) hereof or such other address as BancGroup advises Option Holder pursuant to Section 11(a) hereof, of the following: (a) Written notice of exercise specifying the number of shares of BancGroup Common Stock with respect to which the Option is being exercised; and (b) Cash or a cashiers or certified check payable to BancGroup for the full amount of the aggregate Purchase Price for the number of shares as to which the Option is being exercised. 5. Limitation on Exercise of Option. Notwithstanding any other provision of this Agreement, the Option may not be exercised by Option Holder if such exercise would cause Option Holder's percentage of ownership of BancGroup Common Stock to exceed ten percent of the number of shares of BancGroup Common Stock outstanding upon the exercise of the Option. 6. Issuance of Shares. Upon receipt of the Items set forth in Section 4, and subject to the terms hereof, BancGroup shall cause to be delivered to Option Holder a stock certificate or stock certificates registered in the name of Option Holder for the number of shares of BancGroup Common Stock specified in the notice to exercise. Notwithstanding the foregoing, the BancGroup shall not be required to issue or deliver any certificate or certificates for shares of the BancGroup Common Stock purchased upon exercise of the Option or any portion thereof prior to the fulfillment of the following conditions: 4 (a) The admission of such shares for listing on all stock exchanges on which the BancGroup Common Stock is then listed; (b) The completion of any registration or other qualification of such shares which BancGroup shall deem necessary or advisable under any federal or state law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body; (c) The obtaining of any approval or other clearance from any federal or state governmental agency or body, which BancGroup shall determine to be necessary or advisable; and (d) The lapse of such reasonable period of time following the exercise of the Option as BancGroup from time to time may establish for reasons of administrative convenience. Except as set forth in the Merger Agreement, BancGroup shall have no obligation to obtain the fulfillment of these conditions; provided, however, Option Holder shall have one full calendar year after these conditions have been fulfilled to exercise his or her warrants granted herein, notwithstanding any other provision herein. 7. Antidilution, Etc. (a) If prior to the Expiration Time, BancGroup shall subdivide its outstanding shares of BancGroup Common Stock into a greater number of shares, or declare and pay a dividend on its BancGroup Common Stock payable in additional shares of its BancGroup Common Stock, the Purchase Price as then in effect shall be proportionately reduced, and the number of shares of BancGroup Common Stock then subject to exercise under the Option (and not previously exercised), shall be proportionately increased. (b) If prior to the Expiration Time, BancGroup shall combine its outstanding shares of BancGroup Common Stock into a smaller number of shares, the Purchase Price, as then in effect, shall be proportionately increased, and the number of shares of BancGroup Common stock then subject to exercise under the Option (and not previously exercised), shall be proportionately reduced. 8. Reorganization, Reclassification, Consolidation or Merger. If prior to the Expiration Time, there shall be any reorganization or reclassification of the BancGroup Common Stock (other than subdivision or combination of shares provided for in Section 7 hereof), or any consolidation or merger of BancGroup with another entity, Option Holder shall thereafter be entitled to receive, during the term hereof and upon payment of the Purchase Price, the number of shares of stock or other securities or property of BancGroup or of the successor entity (or its parent company) resulting from such 5 consolidation or merger, as the case may be, to which a holder of the number of shares of BancGroup Common Stock, deliverable upon the exercise of this Option would have been entitled upon such reorganization, reclassification, consolidation or merger; and in any case, appropriate adjustment (as determined by agreement of Option Holder and the Board of Directors of BancGroup) shall be made in the application of the provisions herein set forth with respect to the rights and interest thereafter of Option Holder to the end that the provisions set forth herein (including the adjustment of the Purchase Price and the number of shares issuable upon the exercise of the Option) shall thereafter be applicable, as near as may reasonably be practicable, in relation to any shares or other property thereafter deliverable upon the exercise hereof. 9. Notice of Adjustments. Upon any adjustment of the Purchase Price and any increase or decrease in the number of shares of BancGroup Common Stock purchasable upon the exercise of the Option, BancGroup, within thirty (30) days thereafter, shall give written notice thereof to Option Holder at the address set forth under Section 11(a) hereof or such other address as Option Holder may advise BancGroup pursuant to Section 11(a) hereof, which notice shall state the Purchase Price as adjusted and the increased or decreased number of shares purchasable upon the exercise of the Option, setting forth in reasonable detail the method of calculation of each. 10. Transfer and Assignment. (a) Neither the Option nor any rights hereunder are assignable or transferable by Option Holder otherwise than by will or under the laws of descent and distribution, and during Option Holder's lifetime the Option is exercisable only by Option Holder (or by Option Holder's guardian or legal representative, should one be appointed). More particularly, but without limiting the generality of the foregoing, except as may be approved otherwise by BancGroup, the Option may not be assigned, transferred (except as aforesaid), pledged or hypothecated in any way (whether by operation of law or otherwise) and shall no be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option contrary to the provisions hereof shall be null and void and without legal effect. (b) Shares of BancGroup Common Stock acquired by exercise of the Option may not be transferred or sold unless the transfer or sale is exempt from further regulatory approval or otherwise permissible under applicable law, including state and federal securities laws. 11. Termination of Original Option Agreement. The parties hereto acknowledge and agree that this Agreement sets forth the terms and conditions of the Options following the Merger and the Original Option Agreement hereby is terminated. 12. Miscellaneous. 6 (a) All notices, requests, demands, and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand, telegram or facsimile transmission, or if mailed, by postage prepaid first class mail, on the third business day after mailing, to the following address (or at such other address as a party may notify the other hereunder): To BancGroup: To Option Holder: The Colonial BancGroup, Inc. ------------------------------------------- One Commerce Street, ------------------------------------------- Suite 800 ------------------------------------------- Montgomery, Alabama 36104 ------------------------------------------- Attention: W. Flake Oakley, IV Chief Financial Officer (b) BancGroup covenants that it has reserved and will keep available, solely for the purpose of issue upon the exercise hereof, a sufficient number of shares of BancGroup Common Stock to permit the exercise hereof in full. (c) No holder of the Option, as such, shall be entitled to vote or receive dividends with respect to the shares of Common Stock subject hereto or be deemed to be a shareholder of BancGroup for any purpose until the Option has been exercised and such BancGroup Common Stock has been issued. (d) The Option may be amended only by an instrument in writing executed by the party against whom enforcement or amendment is sought. (e) The Option may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. (f) The Option shall be governed by and construed and enforced in accordance with the laws of the State of Georgia. 7 IN WITNESS WHEREOF, BancGroup has caused the Option to be signed by its duly authorized officers and its corporate seal to be affixed hereto, and Option Holder has executed this Agreement under seal, all as of the day and year first above written. THE COLONIAL BANCGROUP, INC. [CORPORATE SEAL] By: --------------------------------- W. Flake Oakley, IV ATTEST: Chief Financial Officer - ------------------------------- OPTION HOLDER ----------------------------------(Seal) EX-5 4 OPINION OF COUNSEL 1 Exhibit 5 Opinion of Counsel 2 August 26, 1996 Montgomery Office The Colonial BancGroup, Inc. Post Office Box 1108 Montgomery, Alabama 36101 RE: Registration Statement on Form S-8 relating to the issuance of shares of Common Stock of The Colonial BancGroup, Inc., in connection with stock option agreements and option agreements (the "Agreements") of Commercial Bancorp of Georgia, Inc. assumed by Merger. Gentlemen: We are familiar with the proceedings taken and proposed to be taken by The Colonial BancGroup, Inc., a Delaware corporation (the "Company"), in connection with the proposed issuance by the Company of up to 177,038 shares of its Common Stock, par value of $2.50 per share, in connection with the Agreements, as defined above. We have also acted as counsel for the Company in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, of the registration statement on Form S-8 referred to in the caption above. In this connection we have reviewed such documents and matters of law as we have deemed relevant and necessary as a basis for the opinions expressed herein. Upon the basis of the foregoing, we are of the opinion that: (i) The Company is a corporation duly organized and existing under the laws of the State of Delaware; 3 The Colonial BancGroup, Inc. August 26, 1996 Page 2 (ii) The shares of Common Stock of the Company referred to above, to the extent actually issued pursuant to the Agreements, will be duly and validly authorized and issued and will be fully paid and nonassessable shares of common stock of the Company; (iii) Under the laws of the State of Delaware, no personal liability attaches to the ownership of the shares of Common Stock of the Company. We hereby consent to the filing of this opinion as an exhibit to the above-referenced registration statement. In consenting to the inclusion of our opinion in the registration statement we do not thereby admit that we are a person whose consent is required pursuant to Section 7 of the Securities Act of 1933, as amended. Sincerely yours, MILLER, HAMILTON, SNIDER & ODOM, L.L.C. BY: /s/ Michael D. Waters --------------------------------- Michael D. Waters MDW/mfm EX-23.1 5 CONSENT OF COUNSEL 1 Exhibit 23.1 Consent of Counsel 2 Miller, Hamilton, Snider & Odom, L.L.C., consents to the use of its name in the Prospectus, which is a part of the Registration Statement on Form S-8, under the heading "LEGAL OPINIONS," and to the inclusion of our opinion as in exhibit to the registration statement. MILLER, HAMILTON, SNIDER & ODOM, L.L.C. BY: /s/ Michael D. Waters ------------------------------------ Michael D. Waters DATED: August 26, 1996 --------------------------------- EX-23.2 6 CONSENT OF INDEPENDENT ACCOUNTANTS 1 Exhibit 23.2 Consent of Independent Public Accountants 2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 23, 1996, on our audits of the consolidated financial statements of The Colonial BancGroup, Inc. as of December 31, 1995 and 1994, and for the years ended December 31, 1995, 1994, and 1993, which report is included in The Colonial BancGroup, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1995. Coopers & Lybrand L.L.P. Birmingham, Alabama August 29, 1996 -----END PRIVACY-ENHANCED MESSAGE-----