The pending merger of BB&T Financial Corp. and Southern National Corp. has attracted some sniping from analysts who believe it is not good for Southern National shareholders.

In August, BB&T and Southern National announced plans for a "merger of equals" valued at about $2.2 billion. The transaction is still on track for a first-quarter closing, and estimates for annual cost savings have actually risen slightly, to $63 million from "over $50 million."

But negative publicity emerged this week when the two companies said they would pay departing Southern National chairman and chief executive L. Glenn Orr Jr. $1.7 million a year for the rest of his life, an obligation estimated at $17.7 million.

The combined company, which will keep the Southern National name, intends to include $13.1 million of this obligation in an $80 million restructuring charge to be taken in the first quarter. The remaining $4.6 million will be charged against future earnings.

"It just doesn't send the fight signals to the market," said John A. Heffern of Natwest Securities Corp. "The combined company will be quite strong and attractive. On the other hand, the circumstances in which they create the company and under which certain individuals seem to benefit more than shareholders generally creates a very difficult environment for the stock."

Mr. Heffern has rated BB&T and Southern National as "underperformers" since the merger announcement.

On Wednesday, J.C. Bradford & Co.'s Henry J. Coffey Jr. reduced his 1995 earnings-per-share estimate on the new Southern National to $2.10 from $2.60.

Mr. Coffey was traveling on Thursday and could not be reached for comment. But his report estimated the merger's savings and restructuring charges will likely mean that Southern National shareholders will receive $23.80 a share, compared with its current trading range of about $20 a share.

Mr. Coffey estimated that Southern National could have received more than $30 a share in a straightforward buyout.

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