0001354488-09-000296 Sample Contracts

FORM OF AMENDMENT TO DIRECTOR DEFERRED FEE AGREEMENTS WITH LADSON F. HOWELL, JAMES C. KEY, AND ROBERT B. PINKERTON
Director Deferred Fee Agreement • March 17th, 2009 • Coastal Banking Co Inc • National commercial banks

THIS THIRD AMENDMENT is adopted this 17th day of December, 2008, effective as of January 1, 2009, by and between CBC National Bank (formerly known as and currently doing business as Lowcountry National Bank), a nationally-chartered commercial bank with offices located in Beaufort, South Carolina (the “Company”), and _________________ (the “Director”).

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FIRST AMENDMENT TO SALARY CONTINUATION AGREEMENT
Salary Continuation Agreement • March 17th, 2009 • Coastal Banking Co Inc • National commercial banks

THIS AMENDMENT is made as of the 17th day of December, 2008, by and among COASTAL BANKING COMPANY, INC. (f/k/a FIRST CAPITAL BANK HOLDING CORPORATION), a South Carolina corporation, CBC NATIONAL BANK (formerly known as and currently doing business as FIRST NATIONAL BANK OF NASSAU COUNTY), a national banking association (collectively, the “Employer”), and LEO DEAS III, a resident of the State of Florida (the “Executive”).

THIRD AMENDMENT TO THE LOWCOUNTRY NATIONAL BANK EXECUTIVE DEFERRED COMPENSATION AGREEMENT FOR GARY HORN
Executive Deferred Compensation Agreement • March 17th, 2009 • Coastal Banking Co Inc • National commercial banks

THIS THIRD AMENDMENT is adopted this 17th day of December, 2008, effective as of January 1, 2009, by and between CBC National Bank (formerly known as and currently doing business as Lowcountry National Bank), a nationally-chartered commercial bank with offices located in Beaufort, South Carolina (the “Company”), and Gary Horn (the “Executive”).

FORM OF FIRST AMENDMENT TO THE LOWCOUNTRY NATIONAL BANK DIRECTOR DEFERRED FEE AGREEMENT EFFECTIVE __________, 20__
Director Deferred Fee Agreement • March 17th, 2009 • Coastal Banking Co Inc • National commercial banks

between LOWCOUNTRY NATIONAL BANK, a national-chartered commercial bank, located in Beaufort, South Carolina (the “Company”), and ______________ (the “Director”).

FORM OF FIRST AMENDMENT TO THE LOWCOUNTRY NATIONAL BANK EXECUTIVE DEFERRED COMPENSATION AGREEMENT EFFECTIVE __________, 20__
Executive Deferred Compensation Agreement • March 17th, 2009 • Coastal Banking Co Inc • National commercial banks

THIS AMENDMENT is adopted this __ _ day of ____________________, 20__, by and between LOWCOUNTRY NATIONAL BANK, a national-chartered commercial bank, located in Beaufort, South Carolina (the "Company"), and ______________ (the "Executive").

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 17th, 2009 • Coastal Banking Co Inc • National commercial banks

THIS AMENDMENT is made as of the 17th day of December, 2008, by and between COASTAL BANKING COMPANY, INC., a bank holding company organized under the laws of the State of South Carolina (the “Employer”), and PAUL R. GARRIGUES, a resident of the State of Florida (the “Executive”).

THIRD AMENDMENT TO PHANTOM STOCK APPRECIATION RIGHTS PLAN OF FIRST NATIONAL BANK OF NASSAU COUNTY
Phantom Stock Appreciation Rights Plan • March 17th, 2009 • Coastal Banking Co Inc • National commercial banks

Upon mutual consent and for valuable consideration hereby recognized, the individual signing below (the “Participant”) and CBC National Bank (formerly known as and currently doing business as First National Bank of Nassau County) (the “Bank”) hereby agree to amend the Phantom Stock Appreciation Rights Plan for First National Bank of Nassau County (the “Plan”) to bring the Plan into compliance with 26 USC § 409A, including the transition rules under IRS Notice 2007-86. The language below is effective January 1, 2009. Capitalized terms shall have the meanings ascribed to them in the Plan, unless context clearly indicates otherwise.

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