First Sentry Bancshares, Inc. Sample Contracts

Contract
Amended and Restated Agreement • February 3rd, 2009 • First Sentry Bancshares, Inc. • State commercial banks

THIS AMENDED AND RESTATED AGREEMENT, made and entered into initially as of the 31st day of December, 2003 (the “2003 Agreement”), and amended and restated this 29th day of December 2008, but effective as of January 1, 2007, by and between GUARANTY BANK & TRUST COMPANY, a West Virginia state-chartered banking institution (hereinafter the “Employer”), and MARSHALL E. CARTWRIGHT (herein­after the “Employee”).

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Acknowledgement Agreement
Acknowledgement Agreement • February 3rd, 2009 • First Sentry Bancshares, Inc. • State commercial banks

I, Larry E. Plantz (“Executive”), am a party to an employment agreement with Guaranty Bank & Trust Co. (“Guaranty Bank”) dated as of December 31, 2003 (the “Employment Agreement”). Guaranty Financial Services, Inc. (“Guaranty Financial”), the holding company of Guaranty Bank, has entered into a merger agreement with First Sentry Bancshares, Inc. (“First Sentry Bancshares”) dated as of August 22, 2008 (the “Merger Agreement”), pursuant to which Guaranty Financial will be merged into First Sentry Bancshares, and thereafter the separate corporate existence of Guaranty Financial will cease. Under Section 4(e) of the Employment Agreement, following a change in control of Guaranty Financial or Guaranty Bank, I am entitled to receive a continuation of salary and benefits for the longer of the remaining term of the Employment Agreement, or 3 years, provided, however, that pursuant to Section 7.8.2 of the Merger Agreement, such amount is subject to reduction in order to avoid an excess parachut

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RE: Agreement and Plan of Merger by and among First Sentry Bancshares, Inc., Rock Branch Community Bank, Inc. and First Sentry Bank, Inc.
First Sentry Bancshares, Inc. • August 23rd, 2016 • State commercial banks

We have acted as counsel to First Sentry Bancshares, Inc., a West Virginia corporation (“First Sentry”) in connection with the Merger, as defined and described in the Agreement and Plan of Merger dated as of March 25, 2016, as amended by First Amendment to Agreement and Plan of Merger dated April 20, 2016 (collectively, the “Merger Agreement”) by and between First Sentry, Rock Branch Community Bank, Inc., a bank organized under the laws of West Virginia (“Rock Branch”) and First Sentry Bank, Inc., a West Virginia banking corporation (“Bank”) and wholly owned subsidiary of First Sentry. As set forth in the Merger Agreement, the parties intend the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code and intend for the Merger Agreement to constitute a “plan of reorganization” for purposes of Sections 354 and 361 of the Code. Unless otherwise indicated, each capitalized term has the meaning ascribed to it in the Merger Agreement. This opinion is being de

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FORM OF CONSULTING AGREEMENT
Form of Consulting Agreement • June 10th, 2009 • First Sentry Bancshares, Inc. • State commercial banks • West Virginia

This Consulting Agreement (“Agreement”) is made and entered into as of the ______ day of ________________, 200___ by and between First Sentry Bank (the “Bank”), a West Virginia chartered bank that is the wholly-owned subsidiary of First Sentry Bancshares, Inc. (“First Sentry Bancshares”), a West Virginia corporation and bank holding company, and Marc A. Sprouse (the “Consultant”), and is effective as of the effective time of the Merger (as defined below) (the “Effective Time”).

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AGREEMENT AND PLAN OF MERGER BY AND BETWEEN FIRST SENTRY BANCSHARES, INC. AND GUARANTY FINANCIAL SERVICES, INC. AUGUST 22, 2008
Agreement and Plan of Merger • December 16th, 2008 • First Sentry Bancshares, Inc. • West Virginia

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of August 22, 2008, by and between First Sentry Bancshares, Inc., a West Virginia corporation (“First Sentry Bancshares”), and Guaranty Financial Services, Inc., a West Virginia corporation (“Guaranty Financial”).

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FORM OF VOTING AGREEMENT
Form of Voting Agreement • February 3rd, 2009 • First Sentry Bancshares, Inc. • State commercial banks

The undersigned is a director or officer of Guaranty Financial Services, Inc. or Guaranty Bank & Trust Company (collectively “Guaranty”) and is the beneficial holder of shares of common stock of Guaranty (“Guaranty Common Stock”).

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EMPLOYMENT AGREEMENT BETWEEN FIRST SENTRY BANK, INC., FIRST SENTRY BANCSHARES, INC. AND GEOFFREY S. SHEILS EFFECTIVE DECEMBER 1, 2015
Employment Agreement • July 14th, 2016 • First Sentry Bancshares, Inc. • State commercial banks • West Virginia

THIS EMPLOYMENT AGREEMENT ("Agreement"), made and entered into effective as of the 1st day of December, 2015, by and between Geoffrey S. Sheils ("Sheils"), First Sentry Bank, Inc., a state banking corporation ("First Sentry") and First Sentry Bancshares, Inc., a West Virginia corporation and bank holding company ("Holding Company”). This Agreement represents the entire agreement between the parties, and all prior representations, promises, agreements or statements are merged with and into this document.

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PLEASE MARK VOTES AS IN THIS EXAMPLE x 1. To approve and adopt the Agreement and Plan of Merger dated as of March 25, 2016, as amended by First Amendment of Agreement and Plan of Merger dated April 20, 2016, by and among First Sentry Bancshares, Inc....
First Sentry Bancshares, Inc. • July 14th, 2016 • State commercial banks

Please be sure to sign and date this Proxy in the box below. Date THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE SHAREHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR ITEMS 1 AND 2.

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FIRST AMENDMENT TO MERGER AGREEMENT
Merger Agreement • June 10th, 2009 • First Sentry Bancshares, Inc. • State commercial banks • West Virginia

THIS FIRST AMENDMENT TO MERGER AGREEMENT (this “Amendment”), dated as of June 4, 2009, is by and between First Sentry Bancshares, Inc., a West Virginia corporation (“First Sentry Bancshares”), and Guaranty Financial Services, Inc., a West Virginia corporation (“Guaranty Financial”), and amends the Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 22, 2008, by and between First Sentry Bancshares and Guaranty Financial, pursuant to which Guaranty Financial is to merge with and into First Sentry Bancshares (the “Merger”). Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Merger Agreement.

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AGREEMENT OF INCORPORATION
Agreement • December 16th, 2008 • First Sentry Bancshares, Inc.
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FORM OF RETENTION AGREEMENT
Form of Retention Agreement • June 10th, 2009 • First Sentry Bancshares, Inc. • State commercial banks • West Virginia

This Retention Agreement (“Agreement”) is made and entered into as of the ______ day of ________________, 2009 by and between First Sentry Bank (the “Bank”), a West Virginia chartered bank that is the wholly-owned subsidiary of First Sentry Bancshares, Inc. (“First Sentry”), a West Virginia corporation and bank holding company, and Larry E. Plantz (the “Executive”), and is effective as of the effective time of the Merger (as defined below) (the “Effective Time”).

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EMPLOYMENT AGREEMENT BETWEEN FIRST SENTRY BANK, INC., FIRST SENTRY BANCSHARES, INC. AND GEOFFREY S. SHEILS
Employment Agreement • December 16th, 2008 • First Sentry Bancshares, Inc. • West Virginia

THIS EMPLOYMENT AGREEMENT (“Agreement”), made and entered into this 1st day of December, 2008, by and between Geoffrey S. Sheils (“Sheils”), First Sentry Bank, Inc., a state banking corporation (“First Sentry”) and First Sentry Bancshares, Inc., a West Virginia corporation and bank holding company (“Holding Company”).

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FIRST AMENDMENT TO ACKNOWLEDGMENT AGREEMENT WITH MARC A. SPROUSE
Acknowledgment Agreement • June 10th, 2009 • First Sentry Bancshares, Inc. • State commercial banks

THIS FIRST AMENDMENT TO ACKNOWLEDGMENT AGREEMENT WITH MARC A. SPROUSE (this “Amendment”), effective as of June 4, 2009, is by and between First Sentry Bancshares, Inc., a West Virginia corporation (“First Sentry Bancshares”), First Sentry Bank, a wholly-owned subsidiary of First Sentry Bancshares, Guaranty Financial Services, Inc., a West Virginia corporation (“Guaranty Financial”), Guaranty Bank & Trust Co. (“Guaranty Bank”), a wholly-owned subsidiary of Guaranty Financial, and Marc A. Sprouse (“Mr. Sprouse”), and amends the Acknowledgment Agreement (the “Acknowledgment Agreement”), dated as of August 21, 2008, by and between First Sentry Bancshares, First Sentry Bank, Guaranty Financial, Guaranty Bank, and Mr. Sprouse. Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Merger Agreement (as defined below).

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Acknowledgement Agreement
Acknowledgement Agreement • February 3rd, 2009 • First Sentry Bancshares, Inc. • State commercial banks

I, Marc A. Sprouse (“Executive”), am a party to an employment agreement with Guaranty Bank & Trust Co. (“Guaranty Bank”) dated as of December 31, 2003 (the “Employment Agreement”). Guaranty Financial Services, Inc. (“Guaranty Financial”), the holding company of Guaranty Bank, has entered into a merger agreement with First Sentry Bancshares, Inc. (“First Sentry Bancshares”) dated as of August 21, 2008 (the “Merger Agreement”), pursuant to which Guaranty Financial will be merged into First Sentry Bancshares, and thereafter the separate corporate existence of Guaranty Financial will cease. Under Section 4(f) of the Employment Agreement, following a change in control of Guaranty Financial or Guaranty Bank, I am entitled to receive a continuation of salary and benefits for the longer of the remaining term of the Employment Agreement, or 3 years, provided, however, that pursuant to Section 7.8.2 of the Merger Agreement, such amount is subject to reduction in order to avoid an excess parachut

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