0001193125-11-162754 Sample Contracts

EMPLOYMENT AND CHANGE OF CONTROL AGREEMENT
Employment Agreement • June 10th, 2011 • Macon Financial Corp. • North Carolina

THIS EMPLOYMENT AND CHANGE OF CONTROL AGREEMENT (this “Agreement”) is made and entered as of the day of , 2011 by and among Macon Bancorp (the “Bancorp”), Macon Bank, Inc. (the “Bank”) (the Bancorp and the Bank are collectively referred to as the “Employer”), and W. David Sweatt (“Executive”).

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FORM OF AGREEMENT OF MERGER BETWEEN MACON BANCORP AND MACON FINANCIAL CORP.
Merger Agreement • June 10th, 2011 • Macon Financial Corp.

THIS AGREEMENT OF MERGER (the “Merger Agreement”) dated as of , is made by and among Macon Bancorp (“Macon Bancorp”) and Macon Financial Corp. (the “Holding Company”). Capitalized terms have the respective meanings given them in the Plan of Conversion (the “Plan”) of Macon Bancorp dated , , as amended, unless otherwise defined herein.

SEVERANCE AND NON-COMPETITION AGREEMENT
Severance and Non-Competition Agreement • June 10th, 2011 • Macon Financial Corp. • North Carolina

THIS SEVERANCE AND NON-COMPETITION AGREEMENT (this “Agreement”) is made and entered as of the day of , 2011 by and between Macon Bank, Inc. (“Employer”) and (“Executive”).

RP® FINANCIAL, LC. Serving the Financial Services Industry Since 1988
Appraisal Services Agreement • June 10th, 2011 • Macon Financial Corp.

This letter sets forth the agreement between Macon Bancorp, the holding company for Macon Bank, Inc. (“Macon” or the “Bank”), Franklin, North Carolina, and RP® Financial, LC. (“RP Financial”) for the independent appraisal services in connection with the stock to be issued concurrent with the mutual-to-stock conversion transaction. The specific appraisal services to be rendered by RP Financial are described below.

February 15, 2011 Roger Plemens President Macon Bancorp One Center Court Franklin, NC 28734 Dear Mr. Plemens:
Engagement Termination and New Engagement Agreement • June 10th, 2011 • Macon Financial Corp.

Whereas, Macon Bancorp (the “Company”) desires to terminate its current engagement with The Carson Medlin Company and engage Monroe Securities, Inc. on identical terms.

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