Exhibit 16(a)(5)(ii)
[Month][ ], 2007
| To: | Participants in the South Street Financial Corp. |
| Employee Stock Ownership Plan |
Provisions of the South Street Financial Corp. Employee Stock Ownership Plan (the “ESOP”) entitle participants to instruct the trustees of the ESOP as to the voting of South Street Financial Corp. (the “Company”) common stock allocated to that participant’s account(s). Accordingly, please find enclosed a form of instruction card that will permit you to direct the trustees as to the voting of common stock allocated to your account(s) in the ESOP with respect to the proposals to be acted upon at the Special Meeting of Stockholders of South Street Financial Corp. to be held on[Month][ ], 2007.
We also are enclosing a copy of the Company’s Proxy Statement dated[Month][ ], 2007, unless you are being provided a copy as a record holder of the Company’s common stock.
Please promptly complete and sign the instruction card and return it in the enclosed envelope.
Thank you.
Very truly yours,
SOUTH STREET FINANICAL CORP. EMPLOYEE STOCK OWNERSHIP PLAN
c/o SOUTH STREET FINANCIAL CORP.
155 West South Street
Albemarle, North Carolina 28001
INSTRUCTIONS FOR THE VOTING OF SOUTH STREET FINANCIAL CORP. COMMON STOCK
The undersigned hereby instructs Caldwell A. Holbrook, Jr., Joel A. Honeycutt, Douglas Dwight Stokes, Greg E. Underwood, and J. Banks Garrison, Jr., as Trustees of the South Street Financial Corp. Employee Stock Ownership Plan (the “ESOP”), or any of them, to vote, in the manner specified on the reverse hereof, all of the shares of common stock of South Street Financial Corp. held by the ESOP and allocated to the account of the undersigned at the Special Meeting of Stockholders to be held at the offices of the Company at 155 West South Street, Albemarle, North Carolina, on , 2007, at : .m., Eastern Standard Time, and at any and all adjournments thereof.
The undersigned acknowledges receipt from the Company prior to the execution of this instruction card of a Notice of Special Meeting of Stockholders and of a Proxy Statement dated , 2006.
NUMER OF SHARES ALLOCATED TO PARTICIPANT’S ACCOUNT IN ESOP:
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| PRINT NAME OF ACCOUNT HOLDER |
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| SIGNATURE OF ACCOUNT HOLDER DATE |
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS INSTRUCTION CARD PROMPTLY IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE.
(CONTINUED FROM OTHER SIDE)
The Board of Directors of South Street Financial Corp. recommends a vote “FOR” the following proposals:
| FOR | AGAINST | ABSTAIN | ||||
1. The approval of an amendment to the Company’s Articles of Incorporation (the “Amendment”) to authorize 500,000 shares of a new Series A Preferred Stock, as more particularly set forth in the Notice of Special Meeting and Proxy Statement mailed to the Company’s shareholders on or about , 2007. | ¨ | ¨ | ¨ | |||
| FOR | AGAINST | ABSTAIN | ||||
2. The conversion of all shares of common stock held by record shareholders owning less than 750 shares of common stock into shares of the Series A Preferred Stock on a one-for-one basis, as more particularly set forth in the Notice of Special Meeting and Proxy Statement mailed to the Company’s shareholders on or about , 2007. | ¨ | ¨ | ¨ | |||
| FOR | AGAINST | ABSTAIN | ||||
3. The approval of an adjournment of the meeting to solicit additional proxies for approval of the proposed amendments to the Company’s Articles of Incorporation. | ¨ | ¨ | ¨ | |||
IF NO DIRECTION IS GIVEN WHEN THE DULY EXECUTED INSTRUCTION CARD IS RETURNED, THE SHARES WILL BE VOTED “FOR” THE PROPOSALS ABOVE. IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THE TRUSTEES ARE AUTHORIZED TO VOTE IN THEIR BEST JUDGMENT UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
