Exhibit
10.1
 
 
 PAB
BANKSHARES, INC.
 
 FOURTH
AMENDED AND RESTATED
 DIVIDEND
REINVESTMENT
 AND
COMMON STOCK PURCHASE PLAN
 
 
 1.           Establishment of
Plan.  PAB Bankshares, Inc. (the "Company") hereby adopts this
Dividend Reinvestment and Common Stock Purchase Plan (the "Plan") to be
effective January 1, 1994, or as soon thereafter as the Company can reasonably
complete registration under federal and state securities laws of shares of its
common stock, no par value (the "Common Stock"), for offer and sale under the
Plan.
 
 2.           Purpose.  The
purpose of the Plan is to provide the holders of the Common Stock with a simple
and convenient means of (i) automatically reinvesting cash dividends and (ii)
making additional voluntary cash payments to purchase shares of Common
Stock.
 
 3.           Eligibility and
Participation.  Any holder of Common Stock (a "Shareholder")
may participate in the Plan by completing and returning to the Company’s
transfer agent an authorization card or form in a format approved from time to
time by the Company (the "Authorization Card").  A broker or nominee
that is a record owner of Common Stock may participate in the Plan on behalf of
one or more beneficial owners of Common Stock in accordance with the rules and
regulations established by the Company.  Within 30 days following the
receipt of the Authorization Card by the Company’s transfer agent, the
Shareholder will become a participant in the Plan (a
"Participant").  Authorization Cards will be available from the
Company and the Company’s transfer agent.  A Shareholder will not be
charged any fee to become a Participant.  A Shareholder is eligible to
participate in the Plan with respect to all or any portion of the shares of
Common Stock registered in his or her name, as specified on the Authorization
Card by each Participant.  If a Participant withdraws from the Plan
pursuant to the provisions hereof, such Shareholder may rejoin the Plan by again
completing and returning an Authorization Card to the Company’s transfer agent,
thereafter becoming a Participant once again within 30 days following the
receipt of the Authorization Card by the Company’s transfer agent.
 
 4.           Restrictions on
Participation.  Anything herein to the contrary
notwithstanding, participation in the Plan is subject to compliance with the
securities laws of the various states in which Shareholders and Participants
reside. The Company may refuse to enroll in the Plan, or may require immediate
withdrawal from the Plan of, any Shareholders or Participants residing in states
where the securities laws now or hereafter prohibit the operation of the Plan,
require registration procedures which the Company deems overly burdensome or
contain no exemption from such registration requirements.
 
 5.           The
Administrator.  All purchases under the Plan will be made on
behalf of the Participants by Registrar and Transfer Co. (the
"Administrator").  The Administrator hereby agrees to receive and hold
funds and shares of Common Stock in the Plan and to administer the
Plan.  The Administrator will establish an individual account for each
Participant (the "Participant's Account") which will reflect the number of
shares of Common Stock in said account, including fractions computed to three
decimal places, and cash to be invested.  The Administrator shall
arrange for the custody of stock certificates, maintain ongoing records, send
statements of accounts to Participants as hereinafter specified and perform
other administrative duties relating to the Plan. The Administrator, with the
consent of the Company, will have the power and authority to establish such
procedures as the Administrator deems necessary to administer the
Plan.
 
 6.           Stock
Purchases.  Participants may purchase shares of Common Stock
pursuant to the Plan in one of two ways as of the next Investment Date (as
defined hereinafter).  First, the Administrator will automatically
apply cash dividends received, subsequent to the dividend record date (the
"Record Date"), on the shares of Common Stock (less any applicable withholding
taxes) registered under the Plan as specified on the Authorization Card by each
Participant towards the purchase of full and fractional shares of Common
Stock.  Second, commencing January 1, 1995, the Administrator will
apply all voluntary cash payments, as more particularly described below, made by
Participants towards the purchase of full and fractional shares of Common Stock,
but only if dividends are being automatically reinvested.
  1
  Exhibit
10.1
 
 Dividends
on all shares purchased for a Participant's Account under the Plan, whether
through dividend reinvestment or voluntary cash payments, will be automatically
reinvested in additional shares of Common Stock as of the next Investment Date
(as defined hereinafter).
 
 Shareholders
may request to receive their dividends in cash at any time by giving the
Administrator written notice.  Such request will be effective
immediately if the Administrator receives notice at least five business days
prior to the Record Date; otherwise such notice will be effective for the next
Record Date.
 
 (a)           Investment
Date.  Purchases will be made on the fifteenth day of each
month (the “Investment Date”); provided, however, that if the fifteenth day
falls on a holiday or weekend, the Investment Date will be the first business
day after such date.  The shares of Common Stock so purchased shall be
allocated to each Participant's Account on the Investment Date.  All
shares of Common Stock so purchased may be purchased and held in the name of the
Plan or the Administrator.
 
 (b)           Purchase of Authorized but
Unissued Shares/Open Market Purchases.  At the option of the
Company, purchases of Common Stock will either be made directly from the Company
from authorized but unissued shares, in the open market or a combination
thereof. The Company will direct the Administrator with respect to each
Investment Date as to the extent to which Common Stock is to be purchased
directly from the Company or in the open market. The proceeds of any purchase
from authorized but unissued shares will be used by the Company for general
corporate purposes.
 
 (c)           Number of Shares
Purchased. The number of shares purchased for a Participant's Account
shall be equal to the number of shares, including fractions computed to three
decimal places, equal to (i) the amount of dividends invested on an Investment
Date (dividends less any applicable withholding taxes) divided by the purchase
price per share plus (ii) the amount of voluntary cash payments invested on an
Investment Date divided by the purchase price per share.
 
 (d)           Purchase
Price.  The purchase price for each share of Common Stock (the
"Purchase Price") will be equal to the weighted average price incurred to
purchase all shares acquired on the Investment Date.
 
 (e)           Voluntary Cash
Payments.  Participants who have submitted valid Authorization
Cards are eligible to make voluntary cash payments at any time commencing
January 1, 1995.  Voluntary cash payments shall be accompanied by such
authorization forms or cash payment forms as specified by the Company from time
to time.  Voluntary cash payments may be made by sending a personal
check, drawn from a U.S. Bank in U.S. Currency payable to Registrar and Transfer
Company.  Any voluntary cash payment by a Participant must not be less
than $50 per payment; provided, however, all payments for each calendar year may
not exceed $6,000 in the aggregate.  Voluntary cash payments must be
received by the Administrator at least five business days, but no more than 30
days, before the Investment Date in order to be used to allocate shares of
Common Stock to a Participant's Account on that Investment Date.  The
Administrator shall remit all payments received less than five business days
before an Investment Date and more than 30 days before the next Investment Date
to the Participant.
 
 Commencing
June 1, 2007, a Participant may request to have voluntary cash payments made
automatically each month from a personal deposit account.  Automatic
deposit requests shall be accompanied by such authorization forms as specified
by the Company from time to time.  Any voluntary cash payment by a
Participant must not be less than $50 per payment, nor more than $500 per
payment; provided, however, all payments for each calendar year may not exceed
$6,000 in the aggregate.  The Company, or the Administrator, will
withdraw the voluntary cash payment amount from the Participant’s personal
deposit account five business days prior to the Investment Date.  A
Participant may discontinue the automatic deposits, or change the contribution
amount of each automatic deposit by submitting an authorization form as
specified by the Company from time to time.  Any such request shall
become effective for the month in which the request is made so long as the
request is received and accepted by the Company, or the Administrator, at least
ten business days prior to the Investment Date.
 
 (f)           Miscellaneous
Considerations.  No interest will be paid on any dividends and
voluntary cash payments for the period following their receipt and prior to
investment on an Investment Date.
  2
  Exhibit
10.1
 
 7.           Custody of
Stock.  A Participant becomes the owner of the shares of Common
Stock purchased under the Plan and allocated to his or her Participant's Account
as of the Investment Date on which it is purchased.  Participation in
any rights offering will be based upon both the shares of Common Stock
registered in each Participant's name and the Plan shares (including fractional
interests) credited to each Participant's Account.  Any stock
dividends or shares issued pursuant to any stock split received by the
Administrator with respect to Common Stock held in a Participant's Account will
be immediately credited to such Participant's Account. The Administrator shall
sell any stock rights or warrants applicable to any shares of Common Stock held
in a Participant's Account and reinvest the proceeds in shares of Common Stock
as of the next Investment Date.  If such rights or warrants have no
market value, the Administrator may allow them to expire.
 
 8.           Certificate
Issuance.  Upon written request to the Administrator, a stock
certificate will be issued to a Participant for the number of full shares of
Common Stock in such Participant's Account (minimum issuance of 10 shares),
except that no certificate will be issued between the Record Date and the
Investment Date. Upon issuance of such certificate, a Participant shall have all
rights of ownership, and neither the Administrator nor the Company shall have
any responsibility with respect to such shares of Common Stock.
 
 Automatic
reinvestments of dividends will continue as long as there are any shares of
Common Stock registered in the name of a Participant or held for him or her by
the Administrator or until termination of enrollment in the
Plan.  Similarly, if a Participant acquires additional shares ofCommon Stock registered
in his or her name, dividends paid on the acquired shares of Common Stock will
automatically be reinvested until termination of enrollment in the
Plan.
 
 9.           Voting
Rights.  The Administrator will not vote the shares of Common
Stock held for a Participant's Account.  A Participant will have all
rights of a Shareholder as soon as there are shares of Common Stock (whole or
fractional) credited to such Participant's Account.  Whole and
fractional shares credited to a Participant's Account will be voted by such
Participant. Proxy materials will be forwarded to each Participant of record to
be voted at his or her discretion, and all other communications from the Company
to its Shareholders will be forwarded to each Participant of
record.
 
 10.           Expenses. The Company
will bear the expense of administering the Plan and having the Administrator
purchase shares of Common Stock and hold them until certificates are issued to
the Participants, including transfer taxes and costs of transferring the shares
of Common Stock from the Plan to the Participants.
 
 11.           Reports to
Participants. The Administrator will render a statement of account to
each Participant no later than 45 days after the close of each
Quarter.  Such statement will show the following information for the
Quarter:
 
 (a)
              the
      total amount invested by the Administrator (dividends and voluntary cash
      payments less any applicable tax
withheld);
 (b)           the
shares of Common Stock allocated to a Participant's Account;
 (c)           the
cost per share of allocated Common Stock;
 (d)           the
number of shares of Common Stock for which certificates have been issued;
and
 (e)           the
beginning and ending balances in each Participant's Account.
 
 12.           Withdrawal from
Plan.  A Participant may withdraw from the Plan at any time by
giving written notice to the Administrator.  Upon withdrawal, the
Participant may elect in writing (a) to receive certificates representing the
full shares of Common Stock in the Participant's Account and cash in lieu of
fractional shares (except than no certificate will be issued between the Record
Date and the Investment Date), or (b) to receive cash for all of the full and
fractional shares of Common Stock in the Participant's Account.  If no
written election is made at the time the Administrator receives written notice
of withdrawal from the Participant, certificates will be issued for all full
shares of Common Stock in the Participant’s Account, and the Participant will
receive cash for any fractional shares.
  3
  Exhibit
10.1
 
 In the
event a Participant elects to receive cash for the shares of Common Stock in the
Participant’s Account, the Administrator, as the Participant’s agent, will
promptly sell such shares of Common Stock and deliver to the Participant the
proceeds of such sale, less any termination charges, brokerage commissions and
any other costs of sale.  Any full and fractional interests in shares
of Common Stock may be aggregated and sold with those of other withdrawing
Participants.  The proceeds to each Participant, in such case, will be
the average sales price of all shares of Common Stock so aggregated and sold,
less his or her pro rata share of any brokerage commissions and other costs of
sale.  In all withdrawals, fractional interests held in the
Participant's Account and not otherwise aggregated and sold will be paid for in
cash at a price in proportion to the arithmetic average of the high and low
sales prices of the Common Stock on the date of withdrawal as reported on the
Nasdaq Global Market or other appropriate market, as determined by the
Administrator, on which the Common Stock is traded.
 
 Notice of
the death, liquidation or other termination of legal existence of a Participant
shall constitute notice of withdrawal from the Plan.  Settlement will
be made with such Participant's legal representative or successor in interest,
and neither the Administrator nor the Company shall be in any way liable for
settlements made with such persons.
 
 13.           Amendment and Termination of
the Plan.  The Company reserves the right to amend or terminate
the Plan at any time upon giving 30 days' written notice to the Participants and
the Administrator setting forth the effective date of the amendment or
termination.  The Company, with the consent of the Administrator, may
also terminate or amend the Plan immediately upon written notice to the
Participants in order to correct any non-compliance of the Plan with any
applicable law or to make administrative changes which are not
material.  No amendment or termination will affect any Participant's
interest in the Plan which has accrued prior to the date of the amendment or
termination.  In the event of the termination of the Plan, the
Administrator will make a distribution of the shares of Common Stock and cash as
if each Participant had withdrawn from the Plan electing not to sell his or her
shares of Common Stock as soon is practicable, but not later than 30 days after
the termination of the Plan.  Participants will incur no service
charges or other fees upon such termination.
 
 14.           Risk of Stock
Ownership.  Each Participant assumes all risks inherent in the
ownership of any shares of Common Stock purchased under the Plan, whether or not
the actual stock certificate has been issued to a Participant. A Participant has
no guarantee against a decline in the price or value of the Common Stock, and
the Company assumes no obligation for repurchase of a Participant's Common Stock
purchased under the Plan. A Participant has all the rights of any holder of
Common Stock with respect to the shares of Common Stock issued to him or her
under the Plan.
 
 15.           Liability of the Company and
the Administrator. Neither the Company nor the Administrator shall be
liable for any acts done or any omission to act, including, without limitation,
any claims of liability (a) with respect to the prices at which Common Stock is
purchased or valued for a Participant's Account and the times which such
purchases or valuations are made, (b) for any fluctuation in the market value
before or after the purchase or sale of Common Stock, or (c) for continuation of
a Participant's Account until receipt by the Administrator of notice in writing
of such Participant's death, liquidation or other legal
dissolution.
 
 16.           Administration of the
Plan.  The Plan will be administered and coordinated by the
Administrator, and all purchases will be made by the Administrator in accordance
with the terms hereof.  Any question of interpretation arising under
the Plan will be determined by the Company.
 
 17.           Federal Income
Taxes.  Neither the Company nor the Administrator makes any
representation as to the income or other tax consequences of participation in
the Plan. Nevertheless, it is the Company's understanding that a Participant in
the Plan who acquires shares purchased directly from the Company with reinvested
dividends will be treated as receiving a dividend in an amount equal to the fair
market value of the additional shares so acquired, and a Participant in the Plan
who acquires shares purchased in the open market with reinvested dividends will
be treated as receiving a cash distribution equal to the sum of the purchase
price and the pro rata brokerage fees, if any, paid by the Company in connection
with the purchase of such shares.  The federal income tax basis of the
Common Stock received by a Participant under the Plan that was purchased from
the Company will be the amount treated as a dividend.  The federal
income tax basis of the Common Stock received by a Participant under the Plan
that was purchased in an open-market transaction will be equal to the purchase
price thereof, plus the pro-rata brokerage fees, if any, paid by the Company in
connection therewith.  The holding period for shares of Common Stock
acquired under the Plan will begin on the date following the day on which the
shares are credited to the Participant’s Account, and a whole share resulting
from the acquisition of two or more fractional shares will have a split holding
period.  Upon the sale or exchange of Common Stock purchased pursuant
to the Plan, capital gain or loss treatment may be applicable.
  4
  Exhibit
10.1
 
 18.           Correspondence.  All
correspondence and notices to the Company shall be sent to:
 PAB
Bankshares, Inc.
 3250
North Valdosta Road
 Valdosta,
Georgia 31602
 Attention:  Denise
G. McKenzie, Assistant Vice President and Corporate Secretary
 
 
 All
correspondence and notices to the Administrator shall be sent to:
 
 Registrar
and Transfer Co.
 10
Commerce Drive
 Cranford,
New Jersey 07016-3572
 Attention:  Dividend
Reinvestment Department
 
 All
correspondence and notices to Participants shall be sent to the address shown on
each Participant's Authorization Card or such new address as a Participant
provides in writing to the Company.
 
 Notice to
the Company or the Administrator shall be effective when it is actually
received. Notice to a Participant is effective when mailed, postage pre-paid, to
the address indicated above.
 
 19.           Miscellaneous.  Except
as expressly provided herein, a Participant shall have no right to sell, assign,
encumber or otherwise dispose of his or her rights in such Participant's
Account.   A Participant shall have no right to draw checks or
drafts against such Participant’s Account or to instruct the Administrator to
perform any acts not expressly provided for herein.  This Plan shall
be governed by the laws of the State of Georgia except to the extent superseded
by federal law.







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