0000917435-04-000009 Sample Contracts

GUARANTEE /AGREEMENT by and between SOUTHERN HERITAGE BANCORP, INC. and
Guarantee Agreement • March 30th, 2004 • Southern Heritage Bancorp Inc • National commercial banks • New York

This GUARANTEE AGREEMENT (this "Guarantee"), dated as of June 26, 2003, is executed and delivered by SOUTHERN HERITAGE BANCORP, INC., a Georgia corporation (the "Guarantor"), and U. S. Bank National Association, a national banking association, organized under the laws of the United States of America, as trustee (the "Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of Southern Heritage Statutory Trust I, a Connecticut statutory trust (the "Issuer").

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SOUTHERN HERITAGE BANCORP, INC., as Issuer INDENTURE Dated as of June 26, 2003 as Trustee FIXED/FLOATING RATE JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES DUE 2033
Indenture • March 30th, 2004 • Southern Heritage Bancorp Inc • National commercial banks • New York

THIS INDENTURE, dated as of June 26, 2003, between SOUTHERN HERITAGE BANCORP, INC., a Georgia corporation (the "Company"), and U.S. Bank National Association, a national banking association organized under the laws of the United States of America, as debenture trustee (the "Trustee").

Qualified Incentive Stock Option Agreement Under 2002 Stock Option Plan
Qualified Incentive Stock Option Agreement • March 30th, 2004 • Southern Heritage Bancorp Inc • National commercial banks

THIS AGREEMENT is made as of the 19th day of June, 2002 by and between __________________________ (hereinafter "Employee") and SOUTHERN HERITAGE BANCORP, INC. (hereinafter "Company").

SEVERANCE COMPENSATION AGREEMENT STATE OF GEORGIA
Severance Compensation Agreement • March 30th, 2004 • Southern Heritage Bancorp Inc • National commercial banks • Georgia

THIS AGREEMENT is made and entered into effective as of ____________, 2003, by and between SOUTHERN HERITAGE BANK, a Georgia banking corporation with its principal office in Hall County, Georgia (hereafter referred to as "SHB") and CHRISTOPHER ENGLAND, of 5506 Stone Trace, Gainesville, Georgia 30504 (hereinafter referred to as "Watson")

SEVERANCE COMPENSATION AGREEMENT
Severance Compensation Agreement • March 30th, 2004 • Southern Heritage Bancorp Inc • National commercial banks • Georgia

THIS AGREEMENT is made and entered into effective as of ____________, 2003, by and between SOUTHERN HERITAGE BANK, a Georgia banking corporation with its principal office in Hall County, Georgia (hereafter referred to as "SHB") and TREN B. WATSON, of 1020 Westchester Drive, Greensboro, Georgia 30642 (hereinafter referred to as "Watson")

COMMERCIAL LEASE AGREEMENT
Commercial Lease Agreement • March 30th, 2004 • Southern Heritage Bancorp Inc • National commercial banks

THIS LEASE AGREEMENT (hereinafter referred to ,'is this "Lease'")., made this _____ day of May, 2002, by and between SHOPPES AT FRIENDSHIP, L,L,C, a Georgia limited liability company (hereinafter called "Landlord") and Southern Heritage Bank (hereinafter called "Tenant").

Non-qualified Stock Option Agreement Under 2002 Stock Option Plan
Non-Qualified Stock Option Agreement • March 30th, 2004 • Southern Heritage Bancorp Inc • National commercial banks

THIS AGREEMENT is made effective as of the 1st day of June, 2002, and executed on the _____ day of September, 2002, by and between TREN WATSON (hereinafter "Employee") and SOUTHERN HERITAGE BANCORP, INC. (hereinafter "Company").

AGREEMENT AND PLAN OF REORGANIZATION
Merger Agreement • March 30th, 2004 • Southern Heritage Bancorp Inc • National commercial banks • Georgia

THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made and entered into as of _______________, 2003 by and between GB&T Bancshares, Inc. ("GB&T"), a corporation organized and existing under the laws of the State of Georgia, with its principal office located in Gainesville, Georgia, and Southern Heritage Bancorp, Inc. ("SHB"), a corporation organized and existing under the laws of the State of Georgia, with its principal office located in Flowery Branch, Georgia.

Non-qualified Stock Option Agreement Under 2002 Stock Option Plan
Non-Qualified Stock Option Agreement • March 30th, 2004 • Southern Heritage Bancorp Inc • National commercial banks

THIS AGREEMENT is made effective as of the 26th day of August, 2002, and executed on the _____ day of September, 2002, by and between __________________________ (hereinafter "Director") and SOUTHERN HERITAGE BANCORP, INC. (hereinafter "Company").

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