0000927089-05-000145 Sample Contracts

HERITAGE FINANCIAL GROUP [__________] Shares COMMON STOCK (Par Value $.___ Per Share) Subscription Price $[______] Per Share AGENCY AGREEMENT
Agency Agreement • March 25th, 2005 • Heritage Financial Group

Heritage Financial Group, a federally chartered stock savings and loan holding company (the "Company"), Heritage, MHC, a federally chartered mutual savings and loan holding company (the "MHC"), and HeritageBank of the South, a Georgia chartered savings bank (the "Bank"), hereby confirm, jointly and severally, their agreement with Keefe, Bruyette & Woods, Inc., a New York corporation ("KBW" or the"Agent"), as follows:

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 25th, 2005 • Heritage Financial Group • Georgia

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement"), is entered into as of the ___ day of ______________, 2005 by and between HERITAGEBANK OF THE SOUTH (the "Bank") and TAMMY BURDETTE ("Executive").

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 25th, 2005 • Heritage Financial Group • Georgia

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement"), is entered into as of the ___ day of ______________, 2005 by and between HERITAGE FINANCIAL GROUP, INC. ("HFG") and O. LEONARD DORMINEY, JR. ("Executive").

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 25th, 2005 • Heritage Financial Group • Georgia

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement"), is entered into as of the ___ day of ______________, 2005 by and between HERITAGEBANK OF THE SOUTH (the "Bank") and O. LEONARD DORMINEY, JR. ("Executive").

FELDMAN FINANCIAL ADVISORS, INC.
Engagement Agreement • March 25th, 2005 • Heritage Financial Group
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