RECITALS:Employment Agreement • April 1st, 2002 • Flag Financial Corp • Savings institution, federally chartered • Georgia
Exhibit 10.5 FLAG FINANCIAL CORPORATION CHANGE IN CONTROL AGREEMENT THIS AGREEMENT (the "Agreement") is made as of January 13, 2003 (the "Effective Date") by and between J. THOMAS WILEY (the "Employee") and FLAG FINANCIAL CORPORATION, a Georgia...Change in Control Agreement • March 31st, 2003 • Flag Financial Corp • Savings institution, federally chartered • Georgia
EXHIBIT 10.2 SEPARATION AGREEMENT THIS SEPARATION AGREEMENT is made and effective this _27th_ day of ___August___, 1999 (the "Effective Date") by and between FLAG FINANCIAL CORPORATION ("FLAG"), a Georgia corporation, and __Joel A. Dudley__, (the...Separation Agreement • November 15th, 1999 • Flag Financial Corp • Savings institution, federally chartered • Georgia
ANDAgreement and Plan of Merger • June 4th, 1999 • Flag Financial Corp • Savings institution, federally chartered • Georgia
EXHIBIT 10.14Flag Financial Corp • August 13th, 1998 • Savings institution, federally chartered
RECITALS:Employment Agreement • April 2nd, 2001 • Flag Financial Corp • Savings institution, federally chartered • Georgia
FORM OF DEFERRED COMPENSATION AGREEMENTCompensation Agreement • March 30th, 2000 • Flag Financial Corp • Savings institution, federally chartered • Georgia
RECITALS:Employment Agreement • May 15th, 2002 • Flag Financial Corp • Savings institution, federally chartered • Georgia
EXHIBIT 10.9 FORM OF EXECUTIVE AGREEMENT (Pursuant to Director Indexed Retirement Program for Citizens Bank) for the following individuals: Carol D. Arflin Clinton B. Brannen, Jr. Don G. Davis Patti S. Davis Larry W. Dunaway Wendell S. Dunaway James...Executive Agreement • August 13th, 1998 • Flag Financial Corp • Savings institution, federally chartered • Georgia
AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • November 16th, 2005 • Flag Financial Corp • Savings institution, federally chartered • Delaware
AMENDED AND RESTATED TRUST AGREEMENT, dated as of November 10, 2005, among (i) Flag Financial Corporation, a Georgia corporation (including any successors or permitted assigns, the “Depositor”), (ii) Wilmington Trust Company, a Delaware banking corporation, as property trustee (in such capacity, the “Property Trustee”), (iii) Wilmington Trust Company, a Delaware banking corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”), (iv) J. Daniel Speight, an individual, Stephen W. Doughty, an individual, and J. Thomas Wiley, Jr., an individual, each of whose address is c/o Flag Financial Corporation, 3475 Piedmont Road, N.E., Suite 550, Atlanta, Georgia 30305, as administrative trustees (in such capacities, each an “Administrative Trustee” and, collectively, the “Administrative Trustees” and, together with the Property Trustee and the Delaware Trustee, the “Trustees”) and (v) the several Holders, as hereinafter defined.
JUNIOR SUBORDINATED INDENTURE between FLAG FINANCIAL CORPORATION and WILMINGTON TRUST COMPANY, as Trustee Dated as of November 10, 2005Flag Financial Corp • November 16th, 2005 • Savings institution, federally chartered • New York
JUNIOR SUBORDINATED INDENTURE, dated as of November 10, 2005, between FLAG FINANCIAL CORPORATION, a Georgia corporation (the “Company”), and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as Trustee (in such capacity, the “Trustee”).
GUARANTEE AGREEMENT between FLAG FINANCIAL CORPORATION, As Guarantor, and WILMINGTON TRUST COMPANY, As Guarantee Trustee Dated as of November 10, 2005 FLAG FINANCIAL STATUTORY TRUST IIIGuarantee Agreement • November 16th, 2005 • Flag Financial Corp • Savings institution, federally chartered • New York
GUARANTEE AGREEMENT, dated as of November 10, 2005, executed and delivered by Flag Financial Corporation, a Georgia corporation (the “Guarantor”) having its principal office at 3475 Piedmont Road, N.E., Suite 550, Atlanta, Georgia 30305, and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as trustee (in such capacity, the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of Flag Financial Statutory Trust III, a Delaware statutory trust (the “Issuer”).
INDEXED EXECUTIVE SALARY CONTINUATION PLAN AGREEMENT BY AND BETWEEN FIRST FEDERAL BANK OF LAGRANGE and WILLIAM F. HOLLE, JR.Plan Agreement • August 13th, 1998 • Flag Financial Corp • Savings institution, federally chartered • Georgia
EXHIBIT 10.3 CANCELLATION AGREEMENT THIS AGREEMENT is made on July 31, 2002 (the "Effective Date"), by and among FLAG Financial Corporation, a Georgia corporation ("FLAG"); FLAG Bank, a bank subsidiary of FLAG (the "Bank") (collectively, the...Cancellation Agreement • March 31st, 2003 • Flag Financial Corp • Savings institution, federally chartered • Georgia
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN FLAG FINANCIAL CORPORATIONAgreement and Plan of Merger • May 10th, 1999 • Flag Financial Corp • Savings institution, federally chartered • Georgia
EXHIBIT 10.15 FORM OF EXECUTIVE SALARY CONTINUATION PLAN AGREEMENT BY AND BETWEEN FIRST FEDERAL SAVINGS BANK OF LAGRANGE and the following individuals: John S. Holle Ellison C. Rudd FORM OF INDEXED EXECUTIVE SALARY CONTINUATION PLAN AGREEMENT This...Continuation Plan Agreement • August 13th, 1998 • Flag Financial Corp • Savings institution, federally chartered • Georgia
AGREEMENT AND PLAN OF MERGER BY AND AMONG FLAG FINANCIAL CORPORATIONAgreement and Plan of Merger • August 11th, 1998 • Flag Financial Corp • Savings institution, federally chartered • Georgia
CONSULTING AND NON-COMPETITION AGREEMENTConsulting and Non-Competition Agreement • August 15th, 2006 • Flag Financial Corp • Savings institution, federally chartered
THIS AGREEMENT (the “Agreement”) dated the 9th day of August, 2006, between Stephen W. Doughty (“the Consultant”), and RBC Centura Banks, Inc., a bank holding company located in North Carolina and doing business in the State of Georgia (the “Company”).
EXHIBIT 10.6 SEPARATION AGREEMENT BETWEEN J. PRESTON MARTIN AND FLAG FINANCIAL CORPORATION SEPARATION AGREEMENT THIS SEPARATION AGREEMENT is made and effective this 13th day of May, 1998 (the "Effective Date") by and between FLAG FINANCIAL CORPORATION...Separation Agreement • August 13th, 1998 • Flag Financial Corp • Savings institution, federally chartered • Georgia
ContractEmployment Agreement • August 15th, 2006 • Flag Financial Corp • Savings institution, federally chartered • North Carolina
EMPLOYMENT AGREEMENT, dated as of August 9, 2006, between RBC Centura Bank, a North Carolina banking corporation (the “Bank”), and Kim Michael Childers (the “Executive”).
EXHIBIT 10.5 SEPARATION AGREEMENT BETWEEN CHARLES O. HINELY AND FLAG FINANCIAL CORPORATION SEPARATION AGREEMENT THIS SEPARATION AGREEMENT is made and effective this 1st day of April, 1998 (the "Effective Date") by and between FLAG FINANCIAL...Separation Agreement • August 13th, 1998 • Flag Financial Corp • Savings institution, federally chartered • Georgia
FORM OF DIRECTOR INDEXED FEE CONTINUATION PROGRAM DIRECTOR AGREEMENTSFlag Financial Corp • August 13th, 1998 • Savings institution, federally chartered • Georgia
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 14th, 2004 • Flag Financial Corp • Savings institution, federally chartered • Georgia
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 1, 2004, is made and entered into by and among FLAG FINANCIAL CORPORATION, a Georgia corporation (the “Company”), RNM ENTERPRISES, INC., d/b/a PAYROLL SOLUTIONS, a Georgia corporation (“RNM”), and JDDWNM, INC., a Georgia corporation (“JDDWNM” and together with RNM, the “Stockholders”). The Company and the Stockholders are sometimes herein individually referred to as a “Party” and, collectively, as the “Parties.”
FORM OF WARRANT MODIFICATION AGREEMENTWarrant Modification Agreement • November 17th, 2005 • Flag Financial Corp • Savings institution, federally chartered • Georgia
This WARRANT MODIFICATION AGREEMENT (the “Agreement”), dated as of November 14, 2005 (the “Effective Date”), is made pursuant to the terms of the Warrant Agreement and Form of Warrant, dated as of , 200 , (as supplemented or amended to the date of this Agreement, the “Warrant Agreement”), and is entered into by and between Flag Financial Corporation, a Georgia corporation (“Company”), and (the “Holder”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 1st, 2005 • Flag Financial Corp • Savings institution, federally chartered • Georgia
EXECUTIVE SALARY CONTINUATION AGREEMENTExecutive Salary Continuation Agreement • March 16th, 2005 • Flag Financial Corp • Savings institution, federally chartered • Georgia
THIS AGREEMENT, made and entered into this 11th day of November, 2004, by and between Flag Bank, a Bank organized and existing under the laws of the State of Georgia (hereinafter referred to as the “Bank”), Flag Financial Corporation (hereinafter referred to as the “Holding Company”), and Joseph Daniel Speight, Jr., an Executive of the Bank (hereinafter referred to as the “Executive”).
MAKE-WHOLE AGREEMENTMake-Whole Agreement • March 16th, 2006 • Flag Financial Corp • Savings institution, federally chartered
This Make-Whole Agreement (this “Agreement”) is made as of June 7, 2004 by and between Flag Financial Corporation, a Georgia corporation (“Flag”), and Joseph W. Evans, a Georgia resident (“Evans”).
PURCHASE AND ASSUMPTION AGREEMENT Among FLAG FINANCIAL CORPORATION, BANKERS’ CAPITAL GROUP, LLC and GULFSTREAM FINANCIAL SERVICES, INC PURCHASE AND ASSUMPTION AGREEMENTPurchase and Assumption Agreement • March 15th, 2004 • Flag Financial Corp • Savings institution, federally chartered • Georgia
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized officers as of the date first written above.
WARRANT AGREEMENT AND FORM OF WARRANTWarrant Agreement and Form of Warrant • March 16th, 2005 • Flag Financial Corp • Savings institution, federally chartered • Georgia
WARRANT AGREEMENT (the "Agreement"), dated as of ____________, between FLAG FINANCIAL CORPORATION, a Georgia corporation (the "Company"), and _______(the "Holder").
EMPLOYMENT AGREEMENTEmployment Agreement • November 22nd, 2005 • Flag Financial Corp • Savings institution, federally chartered • Georgia
THIS EMPLOYMENT AGREEMENT (“Agreement”), made and entered into as of the 26th day of May, 2005 by and among H. N. Padget, a resident of the State of Georgia (“Employee”), Flag Financial Corporation, a Georgia corporation (“Flag Financial”), Flag Bank, a Georgia banking corporation and Flag Financial’s wholly-owned subsidiary (“Flag Bank”, and, together with Flag Financial, “Flag”), First Capital Bancorp, Inc., a Georgia corporation (“FCB”), and First Capital Bank, a Georgia banking corporation and wholly-owned subsidiary of FCB (“First Capital Bank”, and, together with FCB, “First Capital”).
AGREEMENT AND PLAN OF MERGER dated as of August 9, 2006 by and between RBC CENTURA BANKS, INC. and FLAG FINANCIAL CORPORATIONAgreement and Plan of Merger • August 15th, 2006 • Flag Financial Corp • Savings institution, federally chartered • Georgia
AGREEMENT AND PLAN OF MERGER, dated as of August 9, 2006, by and between RBC Centura Banks, Inc. (the “Acquiror”) and FLAG Financial Corporation (the “Company”).
EXHIBIT 10.7 SPLIT DOLLAR INSURANCE AGREEMENT BETWEEN J. DANIEL SPEIGHT, JR. AND CITIZENS BANK INSURANCE AGREEMENT This agreement made this 2nd day of November , 1992 by and between J. Daniel Speight, Jr. (hereinafter referred to as "Speight") and...Split Dollar Insurance Agreement • August 13th, 1998 • Flag Financial Corp • Savings institution, federally chartered
FLAG FINANCIAL CORPORATION INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • March 16th, 2005 • Flag Financial Corp • Savings institution, federally chartered • Delaware
This Incentive Stock Option Agreement (the “Agreement”) is entered into as of the _________ day of __________________, ________, by and between FLAG Financial Corporation (the “Company”) and ________________________________ (“Optionee”).
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN FLAG FINANCIAL CORPORATIONAgreement and Plan of Merger • August 25th, 1998 • Flag Financial Corp • Savings institution, federally chartered • Georgia
FLAG FINANCIAL CORPORATION NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • March 16th, 2005 • Flag Financial Corp • Savings institution, federally chartered • Delaware
This Nonqualified Stock Option Agreement (the “Agreement”) is entered into as of the ______ day of _______________, _______ by and between FLAG Financial Corporation (the “Company”) and (“Optionee”).
