EXHIBIT 4.5 AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • September 26th, 2003 • Southern Community Financial Corp • State commercial banks • Delaware
EXHIBIT 10.5 GUARANTEE AGREEMENT FOR SOUTHERN COMMUNITY CAPITAL TRUST I CONVERTIBLE PREFERRED SECURITIES GUARANTEE AGREEMENT BY AND BETWEEN SOUTHERN COMMUNITY FINANCIAL CORPORATIONGuarantee Agreement • March 27th, 2002 • Southern Community Financial Corp • State commercial banks • North Carolina
EXHIBIT 2: AGREEMENT AND PLAN OF SHARE EXCHANGE AGREEMENT AND PLAN OF SHARE EXCHANGE BY AND BETWEEN SOUTHERN COMMUNITY FINANCIAL CORPORATIONShare Exchange Agreement • August 13th, 2003 • Southern Community Financial Corp • State commercial banks • North Carolina
ANDIndenture • March 30th, 2004 • Southern Community Financial Corp • State commercial banks • North Carolina
EXHIBIT 4.4 SOUTHERN COMMUNITY CAPITAL TRUST II TRUST AGREEMENT THIS TRUST AGREEMENT, dated as of September __ 2003, is among (i) SOUTHERN COMMUNITY FINANCIAL CORPORATION, a North Carolina corporation, as depositor (the "Depositor"), (ii) WILMINGTON...Trust Agreement • September 26th, 2003 • Southern Community Financial Corp • State commercial banks • Delaware
EXHIBIT 1 SOUTHERN COMMUNITY CAPITAL TRUST II (a Delaware statutory trust) 3,000,000 Preferred Securities ___% Cumulative Trust Preferred Securities (Liquidation Amount $10 per Preferred Security) UNDERWRITING AGREEMENT This Underwriting Agreement is...Underwriting Agreement • September 26th, 2003 • Southern Community Financial Corp • State commercial banks • New York
EXHIBIT 10.11 PREFERRED SECURITIES GUARANTEE AGREEMENTPreferred Securities Guarantee Agreement • March 30th, 2004 • Southern Community Financial Corp • State commercial banks • North Carolina
EXHIBIT 10.10 AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • March 30th, 2004 • Southern Community Financial Corp • State commercial banks • Delaware
ARTICLE IAgreement as to Expenses and Liabilities • March 30th, 2004 • Southern Community Financial Corp • State commercial banks • North Carolina
EXHIBIT 2:Agreement and Plan of Reorganization and Share Exchange • October 3rd, 2001 • Southern Community Financial Corp • North Carolina
EXHIBIT 10.4Trust Agreement • March 27th, 2002 • Southern Community Financial Corp • State commercial banks • Delaware
WAIVER AGREEMENT AND ACKNOWLEDGEMENTWaiver Agreement and Acknowledgement • March 16th, 2009 • Southern Community Financial Corp • State commercial banks • North Carolina
This Waiver Agreement and Acknowledgement (the “Waiver Agreement”) is executed as of December 5, 2008 by and among Southern Community Financial Corporation (the “Corporation”), Southern Community Bank and Trust (the “Bank”) and the undersigned officer (“Officer”) and in consideration of the benefits to all parties derived by the execution of that certain Letter Agreement (including the Schedules thereto), and a Securities Purchase Agreement – Standard Terms (including the Annexes thereto), dated December 5, 2008 (together referred to herein as the “Purchase Agreement”) between the Corporation and the United States Department of the Treasury (the “Investor”), the receipt and sufficiency of which are hereby acknowledged by all parties, the parties agree as follows:
SOUTHERN COMMUNITY BANK AND TRUST Amended & Restated Salary Continuation Agreement of Merle B. AndrewsSalary Continuation Agreement • March 23rd, 2012 • Southern Community Financial Corp • State commercial banks • North Carolina
This Amended Salary Continuation Agreement (this “Agreement”) is entered into as of this ___14th___day of __March________________, 2007, by and between Southern Community Bank and Trust, a North Carolina-chartered bank (the “Bank”), and Merle B. Andrews, its Executive Vice President & Senior Operations Officer (the “Executive”).
Employment AgreementEmployment Agreement • June 19th, 2008 • Southern Community Financial Corp • State commercial banks • North Carolina
This Employment Agreement is entered into effective as of this 4th day of June, 2008, by and among Southern Community Financial Corporation, a North Carolina corporation, Southern Community Bank and Trust, a North Carolina-chartered bank and wholly owned subsidiary of Southern Community Financial Corporation (the “Bank”), and James Hastings, Executive Vice President of the Bank (the “Executive”). For convenience, Southern Community Financial Corporation and the Bank are referred to in this Employment Agreement individually or together as the “Employer.”
AMENDMENT NUMBER THREE TO THE SALARY CONTINUATION AGREEMENTSalary Continuation Agreement • July 31st, 2012 • Southern Community Financial Corp • State commercial banks • North Carolina
This AMENDMENT NUMBER THREE TO THE SALARY CONTINUATION AGREEMENT (“Amendment”) is made and entered into this 26th day of July, 2012 by and between SOUTHERN COMMUNITY BANK AND TRUST (the “Bank”) and James Hastings (the “Executive”). The effectiveness of this Amendment is subject to the consummation (the “Closing”) of the transactions contemplated by the Agreement and Plan of Merger by and among the Company, Capital Bank Financial Corp. (the “Purchaser”) and Winston 23 Corporation (“Merger Sub”), dated March 26, 2012 (the “Merger Agreement”), and if the Closing does not occur because the Merger Agreement is terminated, this Amendment shall not become effective and will be of no force or effect.
EMPLOYMENT AGREEMENTEmployment Agreement • March 14th, 2008 • Southern Community Financial Corp • State commercial banks • North Carolina
THIS AGREEMENT is entered into as of April 16, 2007, by and between SOUTHERN COMMUNITY BANK AND TRUST, a North Carolina banking corporation (hereinafter referred to as the “Bank”) and JAMES C. MONROE of North Carolina (hereinafter referred to as the “Officer”).
AMENDMENT NUMBER TWO TO EMPLOYMENT AGREEMENTEmployment Agreement • July 31st, 2012 • Southern Community Financial Corp • State commercial banks • North Carolina
This AMENDMENT NUMBER TWO TO THE EMPLOYMENT AGREEMENT (“Amendment”) is made and entered into this 26th day of July, 2012 by and among SOUTHERN COMMUNITY FINANCIAL CORPORATION (the “Company”), SOUTHERN COMMUNITY BANK AND TRUST (the “Bank”) and Merle B. Andrews (the “Executive”). The effectiveness of this Amendment is subject to the consummation (the “Closing”) of the transactions contemplated by the Agreement and Plan of Merger by and among the Company, Capital Bank Financial Corp. (the “Purchaser”) and Winston 23 Corporation (“Merger Sub”), dated March 26, 2012 (the “Merger Agreement”), and if the Closing does not occur because the Merger Agreement is terminated, this Amendment shall not become effective and will be of no force or effect.
Southern Community Bank and Trust Endorsement Split Dollar AgreementEndorsement Split Dollar Agreement • March 14th, 2008 • Southern Community Financial Corp • State commercial banks • North Carolina
This Endorsement Split Dollar Agreement (this “Agreement”) is entered into as of this 14th day of March , 2007 by and between Southern Community Bank and Trust, a North Carolina-chartered bank (the “Bank”), and F. Scott Bauer, an executive of the Bank (the “Executive”). This Agreement shall append the Split Dollar Policy Endorsement entered into on even date herewith or as subsequently amended, by and between the aforementioned parties.
SOUTHERN COMMUNITY BANK AND TRUST Amendment # 2 to the Amended & Restated Salary Continuation Agreement of Jeffrey T. ClarkSalary Continuation Agreement • March 24th, 2011 • Southern Community Financial Corp • State commercial banks
This Amendment #2 (herein referred to as the “Amendment”) to the Amended & Restated Salary Continuation Agreement (herein referred to as the “Original Agreement”) that was entered into on 14th day of March, 2007, by and between Southern Community Bank and Trust, a North Carolina-chartered bank (herein referred to as the “Bank”), and Jeffrey T. Clark, its President (herein referred to as the “Executive”).
SOUTHERN COMMUNITY BANK AND TRUST Amendment # 2 to the Salary Continuation Agreement of James HastingsSalary Continuation Agreement • March 24th, 2011 • Southern Community Financial Corp • State commercial banks
This Amendment #2 (herein referred to as the “Amendment”) to the Salary Continuation Agreement (herein referred to as the “Original Agreement”) that was entered into on 4th day of June, 2008, by and between Southern Community Bank and Trust, a North Carolina-chartered bank (herein referred to as the “Bank”), and James Hastings, its Executive Vice President/Chief Financial Officer (herein referred to as the “Executive”).
SOUTHERN COMMUNITY BANK AND TRUST Amendment # 2 to the Amended & Restated Salary Continuation Agreement ofSalary Continuation Agreement • March 24th, 2011 • Southern Community Financial Corp • State commercial banks
This Amendment #2 (herein referred to as the “Amendment”) to the Amended & Restated Salary Continuation Agreement (herein referred to as the “Original Agreement”) that was entered into on 16th day of March, 2007, by and between Southern Community Bank and Trust, a North Carolina-chartered bank (herein referred to as the “Bank”), and F. Scott Bauer, its Chief Executive Officer (herein referred to as the “Executive”).
AMENDMENT NUMBER THREE TO EMPLOYMENT AGREEMENTEmployment Agreement • September 18th, 2012 • Southern Community Financial Corp • State commercial banks • North Carolina
This AMENDMENT NUMBER THREE TO THE EMPLOYMENT AGREEMENT (“Amendment”) is made and entered into this 17th day of September, 2012 by and among SOUTHERN COMMUNITY FINANCIAL CORPORATION (the “Company”), SOUTHERN COMMUNITY BANK AND TRUST (the “Bank”) and James Hastings (the “Executive”). The effectiveness of this Amendment is subject to the consummation (the “Closing”) of the transactions contemplated by the Agreement and Plan of Merger by and among the Company, Capital Bank Financial Corp. (the “Purchaser”) and Winston 23 Corporation (“Merger Sub”), dated March 26, 2012 (the “Merger Agreement”), and if the Closing does not occur because the Merger Agreement is terminated, this Amendment shall not become effective and will be of no force or effect.
AMENDMENT NUMBER TWO TO EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2009 • Southern Community Financial Corp • State commercial banks
This Amendment Number Two is made as of December 30, 2008, to the Employment Agreement dated as of April 28, 2006 (the “Agreement”), by and between Southern Community Bank and Trust and Southern Community Financial Corporation and F. Scott Bauer (“Executive”).
AMENDMENT NUMBER ONE TO EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2009 • Southern Community Financial Corp • State commercial banks
This Amendment Number One is made as of December 30, 2008, to the Employment Agreement dated as of June 4, 2008 (the “Agreement”), by and between Southern Community Bank and Trust and Southern Community Financial Corporation and James Hastings (“Executive”).
AMENDMENT NUMBER ONE TO SALARY CONTINUATION AGREEMENTSalary Continuation Agreement • March 16th, 2009 • Southern Community Financial Corp • State commercial banks
This Amendment Number One is made as of December 30, 2008, to the Salary Continuation Agreement dated as of June 4, 2008 (the “Agreement”), by and between Southern Community Bank and Trust and James Hastings (“Executive”).
AMENDMENT NUMBER ONE TO EMPLOYMENT AGREEMENTEmployment Agreement • November 9th, 2007 • Southern Community Financial Corp • State commercial banks
This Amendment Number One is made as of September 14, 2007, to the Employment Agreement dated as of April 28, 2006 (the “Agreement”), by and among Southern Community Financial Corporation, Southern Community Bank and Trust, and Jeffrey T. Clark. This Amendment is being made solely to conform the provisions of the Agreement with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended.
SOUTHERN COMMUNITY BANK AND TRUST Amendment # 3 to the Salary Continuation Agreement of James C. Monroe, Jr.Salary Continuation Agreement • March 24th, 2011 • Southern Community Financial Corp • State commercial banks
This Amendment #3 (herein referred to as the “Amendment”) to the Salary Continuation Agreement (herein referred to as the “Original Agreement”) that was entered into on 29th day of June, 2007, by and between Southern Community Bank and Trust, a North Carolina-chartered bank (herein referred to as the “Bank”), and James C. Monroe, Jr., its Senior Vice President/Treasurer (herein referred to as the “Executive”).
AMENDMENT NUMBER THREE TO EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2009 • Southern Community Financial Corp • State commercial banks
This Amendment Number Three is made as of December 30, 2008, to the Employment Agreement dated as of April 16, 2007 (the “Agreement”), by and between Southern Community Bank and Trust and Southern Community Financial Corporation and James C. Monroe (“Officer”).
AMENDMENT NUMBER ONE TO EMPLOYMENT AGREEMENTEmployment Agreement • November 9th, 2007 • Southern Community Financial Corp • State commercial banks
This Amendment Number One (“Amendment”) is made as of September 14, 2007, to the Employment Agreement dated as of April 28, 2006 (the “Agreement”), by and among Southern Community Financial Corporation, Southern Community Bank and Trust, and F. Scott Bauer. This Amendment is being made solely to conform the provisions of the Agreement with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended.
AMENDMENT NUMBER FOUR TO THE EMPLOYMENT AGREEMENTEmployment Agreement • July 31st, 2012 • Southern Community Financial Corp • State commercial banks • North Carolina
This AMENDMENT NUMBER FOUR TO THE EMPLOYMENT AGREEMENT (“Amendment”) is made and entered into this 26th day of July, 2012 by and between SOUTHERN COMMUNITY BANK AND TRUST (the “Bank”) and James C. Monroe (the “Executive”). The effectiveness of this Amendment is subject to the consummation (the “Closing”) of the transactions contemplated by the Agreement and Plan of Merger by and among Southern Community Financial Corporation (the “Company”), Capital Bank Financial Corp. (the “Purchaser”) and Winston 23 Corporation (“Merger Sub”), dated March 26, 2012 (the “Merger Agreement”), and if the Closing does not occur because the Merger Agreement is terminated, this Amendment shall not become effective and will be of no force or effect.
AMENDMENT NUMBER TWO TO EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2009 • Southern Community Financial Corp • State commercial banks
This Amendment Number Two is made as of December 1, 2008, to the Employment Agreement dated as of April 16, 2007 (the “Agreement”), by and between Southern Community Bank and Trust and James C. Monroe (“Officer”). This Amendment is being made solely to conform the provisions of the Agreement to the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”).
AMENDMENT NUMBER ONE TO SALARY CONTINUATION AGREEMENTSalary Continuation Agreement • March 16th, 2009 • Southern Community Financial Corp • State commercial banks
This Amendment Number One is made as of December 30, 2008, to the Salary Continuation Agreement dated as of March 14, 2007 (the “Agreement”), by and between Southern Community Bank and Trust and Robert L. Davis (“Executive”).
Employment AgreementEmployment Agreement • March 23rd, 2012 • Southern Community Financial Corp • State commercial banks • North Carolina
This Employment Agreement is entered into effective as of this 28th day of April, 2006, by and among Southern Community Financial Corporation, a North Carolina corporation, Southern Community Bank and Trust, a North Carolina-chartered bank and wholly owned subsidiary of Southern Community Financial Corporation (the “Bank”), and Merle B. Andrews, Executive Vice President of the Bank (the “Executive”). For convenience, Southern Community Financial Corporation and the Bank are referred to in this Employment Agreement individually and together as the “Employer.”
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 26th, 2012 • Southern Community Financial Corp • State commercial banks • North Carolina
This AMENDMENT NO. 1 (this “Amendment”) to Agreement and Plan of Merger is made and entered into as of June 25, 2012, by and between Southern Community Financial Corporation, a North Carolina corporation (“Company”), Capital Bank Financial Corp, a Delaware corporation (“Parent”), and Winston 23 Corporation, a North Carolina corporation and a wholly owned subsidiary of Parent (“Merger Sub”).
AMENDMENT NUMBER TWO TO SALARY CONTINUATION AGREEMENTSalary Continuation Agreement • March 16th, 2009 • Southern Community Financial Corp • State commercial banks
This Amendment Number Two is made as of December 30, 2008, to the Salary Continuation Agreement dated as of June 29, 2007 (the “Agreement”), by and between Southern Community Bank and Trust and James C. Monroe (“Executive”).
