THE PEOPLES HOLDING COMPANY PLAN OF ASSUMPTION HERITAGE FINANCIAL HOLDING CORPORATION INCENTIVE STOCK COMPENSATION PLANPlan of Assumption • February 22nd, 2005 • Peoples Holding Co • State commercial banks • Mississippi
THIS PLAN OF ASSUMPTION (the “Plan”) was adopted by the Board of Directors of The Peoples Holding Company (the “Company”) pursuant to that certain Agreement and Plan of Merger between the Company, The Peoples Bank & Trust Company, Heritage Financial Holding Corporation (“Heritage”) and Heritage Bank, such agreement dated July 15, 2004, and effective as of January 1, 2005, under which the Company has agreed to assume the rights and obligations of the Heritage Financial Holding Corporation Incentive Stock Compensation Plan, which plan was first effective as of February 13, 2001, and was a predecessor to a similar plan maintained by Heritage Bank (the “Predecessor Plan”). The Plan was amended by the Board of Directors of the Company on February 15, 2005 to increase the number of shares authorized for issuance to 372,500.
