0001188112-09-001454 Sample Contracts

FORM OF CONSULTING AGREEMENT

Consulting Agreement • June 10th, 2009 • First Sentry Bancshares, Inc. • State commercial banks • West Virginia

• Contract Type
  Consulting Agreement
• Filed
  June 10th, 2009
• Company
  First Sentry Bancshares, Inc.
• Industry
  State commercial banks
• Jurisdiction
  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”).

FIRST AMENDMENT TO MERGER AGREEMENT

Merger Agreement • June 10th, 2009 • First Sentry Bancshares, Inc. • State commercial banks • West Virginia

• Contract Type
  Merger Agreement
• Filed
  June 10th, 2009
• Company
  First Sentry Bancshares, Inc.
• Industry
  State commercial banks
• Jurisdiction
  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.

FORM OF RETENTION AGREEMENT

Retention Agreement • June 10th, 2009 • First Sentry Bancshares, Inc. • State commercial banks • West Virginia

• Contract Type
  Retention Agreement
• Filed
  June 10th, 2009
• Company
  First Sentry Bancshares, Inc.
• Industry
  State commercial banks
• Jurisdiction
  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”).

FIRST AMENDMENT TO ACKNOWLEDGMENT AGREEMENT WITH MARC A. SPROUSE

Acknowledgment Agreement • June 10th, 2009 • First Sentry Bancshares, Inc. • State commercial banks

• Contract Type
  Acknowledgment Agreement
• Filed
  June 10th, 2009
• Company
  First Sentry Bancshares, Inc.
• Industry
  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).