0001193125-08-178450 Sample Contracts

EXPLANATORY NOTE
Change of Control Agreement • August 14th, 2008 • Waccamaw Bankshares Inc • State commercial banks • North Carolina

THIS CHANGE OF CONTROL AGREEMENT (hereinafter referred to as this “Agreement”) is entered into as of October 30, 2007, by and between WACCAMAW BANK and WACCAMAW BANKSHARES, INC., both of Whiteville, North Carolina (together “Waccamaw”) and David A. Godwin (“Officer”).

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GUARANTEE AGREEMENT WACCAMAW BANKSHARES, INC. JULY 18, 2008
Guarantee Agreement • August 14th, 2008 • Waccamaw Bankshares Inc • State commercial banks • North Carolina

This GUARANTEE AGREEMENT (the “Guarantee”), dated as of July 18, 2008, is executed and delivered by Waccamaw Bankshares, Inc., a North Carolina corporation (the “Guarantor”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of Waccamaw Statutory Trust II, a Delaware statutory business trust (the “Issuer”).

AMENDED AND RESTATED TRUST AGREEMENT OF WACCAMAW STATUTORY TRUST II JULY 18, 2008
Trust Agreement • August 14th, 2008 • Waccamaw Bankshares Inc • State commercial banks • Delaware

AMENDED AND RESTATED TRUST AGREEMENT (“Trust Agreement”) dated and effective as of July 18, 2008, by the Trustees (as defined herein), the Company (as defined herein) and by the Holders (as defined herein), from time to time, of undivided beneficial interests in the Trust to be issued pursuant to this Trust Agreement;

EXPLANATORY NOTE
Director Supplemental Retirement Plan Agreement • August 14th, 2008 • Waccamaw Bankshares Inc • State commercial banks • North Carolina

The Registrant has entered into director supplemental retirement plan agreements with each of James G. Graham; J. Densil Worthington; James E. Hill, Jr.; Maudie M. Davis; Murchison B. Biggs; Alan W. Thompson; Crawford Monroe Enzor, III; Roger Dale Ward; and E. Autry Dawsey, Sr. These agreements are substantially identical in all material respects except as to the parties thereto. In reliance on Instruction 2 to Item 601 of Regulation S-K, the Registrant is filing a copy of only one of the agreements. The following schedule identifies the other documents omitted and sets forth the material details in which such documents differ from this Exhibit 10.7:

STATE OF NORTH CAROLINA COUNTY OF COLUMBUS
Employment Agreement • August 14th, 2008 • Waccamaw Bankshares Inc • State commercial banks • North Carolina

THIS AGREEMENT entered into as of October 30, 2007 by and between WACCAMAW BANKSHARES, INC. (hereinafter referred to as the “Company”), WACCAMAW BANK (hereinafter referred to as the “Bank”) and James G. Graham (hereinafter referred to as “Officer”).

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