Exhibit
10.10


 


Prepared 12-1-05


 


NEW SOUTHERN BANK


Salary Continuation Agreement


 


© 2005 Clark Consulting, Inc.


 


This
document is provided to assist your legal counsel in documenting your specific
arrangement.  The laws of the various
states may differ considerably, and this specimen is for general information
only.  It is not a form to be signed, nor
is it to be construed as legal advice. 
Failure to accurately document your arrangement could result in
significant losses, whether from claims of those participating in the
arrangement, from the heirs and beneficiaries of participants, or from
regulatory agencies such as the Internal Revenue Service, the Department of
Labor, or bank examiners.  License is
hereby granted to your legal counsel to use these materials in documenting
solely your arrangement.


 


In general, if your bank is subject to SEC regulation, implementation
of this or any other executive or director compensation program may
trigger rules requiring certain disclosures on Form 8-K within four days of
implementing the program.  Consult with
your SEC attorney, if applicable, to determine your responsibilities under the
disclosure rules.


 


IMPORTANT NOTICE ON CODE SECTION 409A COMPLIANCE


 


Consult with your legal and tax advisors to determine the impact of the
new Internal Revenue Code Section 409A to your particular situation.  The Treasury Department on September 29th,
2005 issued proposed regulations implementing the requirements of Section 409A
which apply to nonqualified deferred compensation arrangements.  The effective date for the proposed
regulations is January 1, 2007; however, they can be fully relied upon by plan
sponsors until the regulations become final.


 

















 


NEW SOUTHERN BANK


SALARY
CONTINUATION AGREEMENT


 


THIS SALARY
CONTINUATION AGREEMENT (the “Agreement”) is adopted this             
day of                 ,
200     , by and between NEW SOUTHERN BANK, a
state-chartered commercial bank located in Macon, Georgia (the “Company”), and
CAROL W. SOTO (the “Executive”).


 


The purpose of
this Agreement is to provide specified benefits to the Executive, a member of a
select group of management or highly compensated employees who contribute
materially to the continued growth, development and future business success of
the Company.  This Agreement shall be
unfunded for tax purposes and for purposes of Title I of the Employee
Retirement Income Security Act of 1974 (“ERISA”), as amended from time to
time.  The Company will pay the benefits
from its general assets.


 


The Company and
the Executive agree as provided herein.


 


Article 1


Definitions


 


Whenever used in
this Agreement, the following words and phrases shall have the meanings
specified:


 


1.1           “Accrual
Balance” means the liability that should be accrued by the Company, under
Generally Accepted Accounting Principles (“GAAP”), for the Company’s obligation
to the Executive under this Agreement, by applying Accounting Principles Board
Opinion Number 12 (“APB 12”) as amended by Statement of Financial Accounting
Standards Number 106 (“FAS 106”) and the Discount Rate.  Any one of a variety of amortization methods
may be used to determine the Accrual Balance. 
However, once chosen, the method must be consistently applied.  The Accrual Balance shall be reported by the Company to the Executive on Schedule A.


 


1.2           “Beneficiary”
means each designated person, or the estate of the deceased Executive, entitled
to benefits, if any, upon the death of the Executive determined pursuant to
Article 4.


 


1.3           “Beneficiary
Designation Form” means the form established from time to time by the Plan
Administrator that the Executive completes, signs and returns to the Plan
Administrator to designate one or more Beneficiaries.


 


1.4           “Board”
means the boards of directors of the Company.


 


1.5           “Code” means the Internal Revenue
Code of 1986, as amended.


 


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1.6           “Disability” means the Executive’s
suffering a sickness, accident or injury which has been determined by the
insurance carrier of any individual or group disability insurance policy covering
the Executive, or by the Social Security Administration, to be a disability
rendering the Executive totally and permanently disabled.  The Executive must submit proof to the Plan
Administrator of the insurance carrier’s or Social Security Administration’s
determination upon the request of the Plan Administrator.


 


1.7           “Discount Rate” means the rate used by the Plan Administrator
for determining the Accrual Balance.  The
initial Discount Rate is seven percent (7%). 
However, the Plan Administrator, in its sole discretion, may adjust the
Discount Rate to maintain the rate within reasonable standards according to
GAAP.


 


1.8           “Early Involuntary Termination”
means Separation from Service before Normal Retirement Age for reasons other
than death, Disability, Termination for Cause or Early Voluntary Termination.


 


1.9           “Early Involuntary Termination Date”
means the month, day and year in which Early Involuntary Termination occurs.


 


1.10         “Early Voluntary Termination”
means Separation from Service before Normal Retirement Age for reasons other
than death, Disability, Termination for Cause or Early Involuntary Termination.


 


1.11         “Early Voluntary Termination Date”
means the month, day and year in which Early Voluntary Termination occurs.


 


1.12         “Effective Date” means November 1,
2005.


 


1.13         “Final
Pay” means the current base annual salary of the Executive at Separation
from Service.


 


1.14         “Normal Retirement Age” means the
Executive’s sixtieth (60th) birthday.


 


1.15         “Normal Retirement Date” means the
later of the Normal Retirement Age or Separation from Service.


 


1.16         “Plan
Administrator” means the plan administrator described in Article 8.


 


1.17         “Plan Year” means a twelve-month
period commencing on November 1 and ending on October 31 of each year.  The initial Plan Year shall commence on the
Effective Date of this Agreement.


 


1.18         “Projected
Benefit” means thirty percent (30%) of Projected Final Pay.


 


1.19         “Projected
Final Pay” means Final Pay increased four percent (4%) annually, until
Normal Retirement Age.


 


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1.20         “Separation from Service” means
the termination of the Executive’s
employment with the Company for reasons other than death
or Disability.  Whether a
Separation form Service takes place is determined based on the facts and
circumstances surrounding the termination of the Executive’s employment and
whether the Company and the Executive intended for the Executive to provide
significant services for the Company following such termination.  A termination of employment will not be
considered a Separation from Service if:


 


(a)           the Executive
continues to provide services as an employee of the Company at an annual rate
that is twenty percent (20%) or more of the services rendered, on average,
during the immediately preceding three full calendar years of employment (or,
if employed less than three years, such lesser period) and the annual
remuneration for such services is twenty percent (20%) or more of the average
annual remuneration earned during the final three full calendar years of
employment (or, if less, such lesser period), or


 


(b)           the Executive
continues to provide services to the Company in a capacity other than as an
employee of the Company at an annual rate that is fifty percent (50%) or more
of the services rendered, on average, during the immediately preceding three
full calendar years of employment (or if employed less than three years, such
lesser period) and the annual remuneration for such services is fifty percent
(50%) or more of the average annual remuneration earned during the final three
full calendar years of employment (or if less, such lesser period).


 


1.21         “Specified Employee” means a key
employee (as defined in Section 416(i) of the Code without regard to paragraph
5 thereof) of the Company if any stock of the Company is publicly traded on an
established securities market or otherwise.


 


1.22         “Termination for Cause” has
that meaning set forth in Article 5.


 


Article 2


Benefits
During Lifetime


 


2.1           Normal Retirement Benefit.  Upon Separation from Service on or after the
Normal Retirement Age for reasons
other than death, the Company shall pay to the Executive the benefit described
in this Section 2.1 in lieu of any other benefit under this Article.


 


2.1.1        Amount
of Benefit.  The annual
benefit under this Section 2.1 is thirty percent (30%) of Final Pay.


 


2.1.2        Payment of Benefit.  The Company shall pay the annual benefit to
the Executive in twelve (12) equal monthly installments commencing on the first
day of the month following the Executive’s Normal Retirement Date.  The annual benefit shall be paid to the
Executive for fifteen (15) years.


 


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2.2           Early Involuntary Termination Benefit.  Upon Early Involuntary Termination, the
Company shall pay to the Executive the benefit described in this Section 2.2 in
lieu of any other benefit under this Article.


 


2.2.1        Amount of Benefit.  The annual benefit under this Section 2.2 is
the Early Involuntary Termination Benefit set forth on Schedule A for the Plan
Year during which the Early Involuntary Termination Date occurs.  This benefit is determined by vesting the
Executive in ten percent (10%) of the Normal Retirement Benefit described in
Section 2.1 for Plan Year one and an additional ten percent (10%) of said
amount for each succeeding Plan Year thereafter until the Executive becomes one
hundred percent (100%) vested.


 


2.2.2        Payment of Benefit.  The Company shall pay the annual benefit to
the Executive in twelve (12) equal monthly installments commencing on the first
day of the month following the Executive’s Normal Retirement Age.  The annual benefit shall be paid to the
Executive for fifteen (15) years.


 


2.3           Early Voluntary Termination Benefit.  Upon Early Voluntary Termination, the Company
shall pay to the Executive the benefit described in this Section 2.3 in lieu of
any other benefit under this Article.


 


2.3.1        Amount of Benefit.  The benefit under this Section 2.3 is the
Early Voluntary Termination Benefit set forth on Schedule A for the Plan Year
during which the Early Voluntary Termination Date occurs.  This benefit is determined by vesting the
Executive in ten percent (10%) of the Accrual Balance for the first Plan Year
and an additional ten percent (10%) of said amount for each succeeding Plan
Year thereafter until the Executive becomes one hundred percent (100%) vested
in the Accrual Balance.


 


2.3.2        Payment of Benefit.  The Company shall pay the benefit to the
Executive in twelve (12) equal monthly installments commencing on the first day
of the month following the Executive’s Normal Retirement Age.  The benefit shall be paid to the Executive
for fifteen (15) years.


 


2.4           Disability Benefit.  Upon Separation
from Service due to Disability prior to Normal Retirement Age, the Company
shall pay to the Executive the benefit described in this Section 2.4 in lieu of
any other benefit under this Article.


 


2.4.1        Amount of Benefit.  The benefit under
this Section 2.4 is the Disability Benefit set forth on Schedule A for the Plan
Year during which the date Separation from Service occurs.  This benefit is determined by vesting the
Executive in one hundred percent (100%) of the Accrual Balance.


 


2.4.2        Payment of Benefit.  The Company shall pay the benefit to the
Executive in twelve (12) equal monthly installments commencing on the first day
of the month following the Executive’s Normal Retirement Age.  The benefit shall be paid to


 


4

















 


the Executive for fifteen
(15) years.


 


2.5           Restriction on Timing of Distribution.  Notwithstanding any provision of this
Agreement to the contrary, if the Executive is considered a Specified Employee
at Separation from Service under such procedures as established by the Company
in accordance with Section 409A of the Code, benefit distributions that are made
upon Separation from Service may not commence earlier than six (6) months after
the date of such Separation from Service.  Therefore, in the event this Section 2.5 is
applicable to the Executive, any payment or series of payments to be made due
to a Separation from Service shall commence no earlier that the first day of
the seventh month following the Separation from Service.


 


2.6           Distributions Upon Income Inclusion Under
Section 409A of the Code.  Upon the inclusion of any portion of the
Accrual Balance into the Executive income as a result of the failure of this
non-qualified deferred compensation plan to comply with the requirements of
Section 409A of the Code, to the extent such tax liability can be covered by
the participant’s vested Accrual Balance, a distribution shall be made as soon
as is administratively practicable following the discovery of the plan failure.


 


Article 3


Death
Benefits


 


3.1           Death During Active Service.  If the Executive dies while in the active
service of the Company, the Company shall pay to the Beneficiary the benefit
described in this Section 3.1.  This
benefit shall be paid in lieu of the benefits under Article 2.


 


3.1.1        Amount of Benefit.  The annual benefit under this Section 3.1 is
thirty percent (30%) of Final Pay.


 


3.1.2        Payment
of Benefit.  The Company shall
pay the annual benefit to the Executive’s Beneficiary in twelve (12) equal
monthly installments commencing on the first day of the month following the
Executive’s death.  The annual benefit
shall be paid to the Executive’s Beneficiary for a period of fifteen (15)
years.


 


3.2           Death
During Payment of a Benefit. 
If the Executive dies after any benefit payments have commenced under
Article 2 of this Agreement but before receiving all such payments, the Company
shall pay the remaining benefits to the Beneficiary at the same time and in the
same amounts they would have been paid to the Executive had the Executive
survived.


 


3.3           Death
After Separation from Service
But Before Payment of a Benefit Commences.  If the Executive is
entitled to any benefit payments under Article 2 of this Agreement, but dies
prior to the commencement of said benefit payments, the Company shall pay the
same benefit payments to the Beneficiary that the Executive was entitled to
prior to death except that the benefit payments shall commence on the first day
of the month following the date of the Executive’s death.


 


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Article 4


Beneficiaries


 


4.1           Beneficiary Designation.  The Executive shall have the right, at any
time, to designate a Beneficiary(ies) to receive any benefits payable under
this Agreement upon the death of the Executive. 
The Beneficiary designated under this Agreement may be the same as or
different from the beneficiary designation under any other benefit plan of the
Company in which the Executive participates.


 


4.2           Beneficiary
Designation: Change.  The Executive
shall designate a Beneficiary by completing and signing the Beneficiary
Designation Form, and delivering it to the Plan Administrator or its designated
agent.  The Executive’s Beneficiary
designation shall be deemed automatically revoked if the Beneficiary
predeceases the Executive or if the Executive names a spouse as Beneficiary and
the marriage is subsequently dissolved. 
The Executive shall have the right to change a Beneficiary by
completing, signing and otherwise complying with the terms of the Beneficiary
Designation Form and the Plan Administrator’s rules and procedures, as in
effect from time to time.  Upon the
acceptance by the Plan Administrator of a new Beneficiary Designation Form, all
Beneficiary designations previously filed shall be cancelled.  The Plan Administrator shall be entitled to
rely on the last Beneficiary Designation Form filed by the Executive and
accepted by the Plan Administrator prior to the Executive’s death.


 


4.3           Acknowledgment.  No designation or change in designation of a
Beneficiary shall be effective until received, accepted and acknowledged in
writing by the Plan Administrator or its designated agent.


 


4.4           No
Beneficiary Designation.  If the
Executive dies without a valid beneficiary designation, or if all designated
Beneficiaries predecease the Executive, then the Executive’s spouse shall be
the designated Beneficiary.  If the
Executive has no surviving spouse, the benefits shall be made to the personal
representative of the Executive’s estate.


 


4.5           Facility of Payment.  If the Plan Administrator determines in its
discretion that a benefit is to be paid to a minor, to a person declared
incompetent, or to a person incapable of handling the disposition of that
person’s property, the Plan Administrator may direct payment of such benefit to
the guardian, legal representative or person having the care or custody of such
minor, incompetent person or incapable person. 
The Plan Administrator may require proof of incompetence, minority or
guardianship as it may deem appropriate prior to distribution of the
benefit.  Any payment of a benefit shall
be a payment for the account of the Executive and the Executive’s Beneficiary,
as the case may be, and shall be a complete discharge of any liability under
the Agreement for such payment amount.


 


Article 5


General
Limitations


 


5.1           Termination for Cause.  Notwithstanding any provision of this
Agreement to the contrary, the Company shall not pay any benefit under this
Agreement if the Company’s Board


 


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terminates the Executive’s employment for:


 


(a)           Gross negligence or
gross neglect of duties to the Company;


 


(b)           Commission of a felony
or of a gross misdemeanor involving moral turpitude;


 


(c)           Fraud, disloyalty,
dishonesty, or willful violation of any law or significant Company policy
committed in connection with the Executive’s employment and resulting in a
material adverse effect on the Company; or


 


(d)           Issuance of an order
for removal of the Executive by the Company’s banking regulators.


 


5.2           Suicide
or Misstatement.  The Company
shall not pay any benefit under this Agreement if the Executive commits suicide
within two years after the Effective Date. 
In addition, the Company shall not pay any benefit under this Agreement
if the Executive has made any material misstatement of fact on any application
for life insurance owned by the Company on the Executive’s life.


 


Article 6


Claims
and Review Procedures


 


6.1           Claims
Procedure.  An Executive or
Beneficiary (“claimant”) who has not received benefits under the Agreement that
he or she believes should be paid shall make a claim for such benefits as
follows:


 


6.1.1        Initiation
– Written Claim.  The claimant
initiates a claim by submitting to the Plan Administrator a written claim for
the benefits.  If such a claim relates to
the contents of a notice received by the claimant, the claim must be made
within sixty (60) days after such notice was received by the
claimant.  All other claims must be made
within one hundred eighty (180) days of the date on which the event that
caused the claim to arise occurred.  The
claim must state with particularity the determination desired by the claimant.


 


6.1.2        Timing
of Plan Administrator Response.  The Plan Administrator shall respond to such
claimant within 90 days after receiving the claim.  If the Plan Administrator determines that
special circumstances require additional time for processing the claim, the
Plan Administrator can extend the response period by an additional 90 days by
notifying the claimant in writing, prior to the end of the initial 90-day
period, that an additional period is required. 
The notice of extension must set forth the special circumstances and the
date by which the Plan Administrator expects to render its decision.


 


6.1.3        Notice
of Decision.  If the Plan
Administrator denies part or all of the claim, the Plan Administrator shall
notify the claimant in writing of such denial. 
The Plan Administrator shall write the notification in a manner
calculated to be understood


 


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by the claimant.  The notification shall set forth:


 


(a)           The
specific reasons for the denial;


(b)           A
reference to the specific provisions of the Agreement on which the denial is
based;


(c)           A
description of any additional information or material necessary for the
claimant to perfect the claim and an explanation of why it is needed;


(d)           An
explanation of the Agreement’s review procedures and the time limits applicable
to such procedures; and


(e)           A
statement of the claimant’s right to bring a civil action under ERISA Section
502(a) following an adverse benefit determination on review.


 


6.2           Review
Procedure.  If the Plan Administrator
denies part or all of the claim, the claimant shall have the opportunity for a
full and fair review by the Plan Administrator of the denial, as follows:


 


6.2.1        Initiation
– Written Request.  To initiate the
review, the claimant, within 60 days after receiving the Plan Administrator’s
notice of denial, must file with the Plan Administrator a written request for
review.


 


6.2.2        Additional
Submissions – Information Access. 
The claimant shall then have the opportunity to submit written comments,
documents, records and other information relating to the claim.  The Plan Administrator shall also provide the
claimant, upon request and free of charge, reasonable access to, and copies of,
all documents, records and other information relevant (as defined in applicable
ERISA regulations) to the claimant’s claim for benefits.


 


6.2.3        Considerations
on Review.  In considering the
review, the Plan Administrator shall take into account all materials and
information the claimant submits relating to the claim, without regard to
whether such information was submitted or considered in the initial benefit
determination.


 


6.2.4        Timing
of Plan Administrator Response.  The
Plan Administrator shall respond in writing to such claimant within 60 days
after receiving the request for review. 
If the Plan Administrator determines that special circumstances require
additional time for processing the claim, the Plan Administrator can extend the
response period by an additional 60 days by notifying the claimant in writing,
prior to the end of the initial 60-day period, that an additional period is
required.  The notice of extension must
set forth the special circumstances and the date by which the Plan
Administrator expects to render its decision.


 


6.2.5        Notice
of Decision.  The Plan Administrator
shall notify the claimant in writing of its decision on review.  The Plan Administrator shall write the
notification in a manner calculated to be understood by the claimant.  The notification shall set forth:


 


8

















 


(a)           The
specific reasons for the denial;


(b)           A
reference to the specific provisions of the Agreement on which the denial is
based;


(c)           A
statement that the claimant is entitled to receive, upon request and free of
charge, reasonable access to, and copies of, all documents, records and other
information relevant (as defined in applicable ERISA regulations) to the
claimant’s claim for benefits; and


(d)           A
statement of the claimant’s right to bring a civil action under ERISA Section
502(a).


 


Article 7


Amendments
and Termination


 


7.1           Amendments.  This Agreement may be amended
only by a written agreement signed by the Company and the Executive.  However, the Company may unilaterally amend
this Agreement to conform with written directives to the Company from its
auditors or banking regulators or to comply with legislative or tax law,
including without limitation Section 409A of the Code and any and all
regulations and guidance promulgated thereunder.


 


7.2           Plan Termination Generally.  The
Company may unilaterally terminate this Agreement at any time.  The benefit shall be the Accrual Balance as
of the date the Agreement is terminated. 
Except as provided in Section 7.3, the termination of this Agreement
shall not cause a distribution of benefits under this Agreement.  Rather, upon such termination benefit
distributions will be made at the earliest distribution event permitted under
Article 2 or Article 3.


 


7.3           Plan Terminations Under Section 409A. 
Notwithstanding anything to the contrary in Section 7.2, if the Company
terminates this Agreement in the following circumstances:


 


(a)           Within thirty (30) days before, or twelve (12) months after a change in
control, as defined in Section 409A of the Code, provided that all
distributions are made no later than twelve (12) months following such
termination of the Agreement and provided that all the
Company’s arrangements which are substantially similar to the Agreement
are terminated so the Executive and all participants in the similar arrangements
are required to receive all amounts of compensation deferred under the
terminated arrangements within twelve (12) months of the termination of the
arrangements;


(b)           Upon the Company’s dissolution or with the approval of a bankruptcy
court provided that the amounts deferred under the Agreement are included in
the Executive’s gross income in the latest of (i) the calendar year in which
the Agreement terminates; (ii) the calendar year in which the amount is no
longer subject to a substantial risk of forfeiture; or (iii) the first calendar
year in which the payment is administratively practical; or


(c)           Upon the Company’s termination of this and all other non-account
balance plans (as referenced in Section 409A of the Code or the regulations
thereunder),


 


9

















 


provided that all distributions are made no earlier than twelve (12)
months and no later than twenty-four (24) months following such termination,
and the Company does not adopt any new non-account balance plans for a minimum
of five (5) years following the date of such termination;


 


the Company may distribute the Accrual Balance, determined as of the
date of the termination of the Agreement, to the Executive in a lump sum
subject to the above terms.


 


Article
8


Administration
of Agreement


 


8.1           Plan Administrator Duties.  This Agreement
shall be administered by a Plan Administrator which shall consist of the Board,
or such committee or person(s) as the Board shall appoint.  The Executive may be a member of the Plan
Administrator.  The Plan Administrator
shall also have the discretion and authority to (i) make, amend, interpret and
enforce all appropriate rules and regulations for the administra­tion of this
Agreement and (ii) decide or resolve any and all ques­tions including
interpretations of this Agreement, as may arise in connection with the
Agreement.


 


8.2           Agents.  In the administration of this Agreement, the
Plan Administrator may employ agents and delegate to them such administrative
duties as it sees fit, (including acting through a duly appointed
representative), and may from time to time consult with counsel who may be
counsel to the Company.


 


8.3           Binding Effect of Decisions.  The decision or
action of the Plan Administrator with respect to any question arising out of or
in connection with the administration, interpretation and application of the
Agreement and the rules and regulations promulgated hereunder shall be final
and conclusive and binding upon all persons having any interest in the
Agreement.  No Executive or Beneficiary
shall be deemed to have any right, vested or nonvested, regarding the continued
use of any previously adopted assumptions, including but not limited to the
Discount Rate.


 


8.4           Indemnity of Plan Administrator.  The Company shall
indemnify and hold harmless the members of the Plan Administrator against any
and all claims, losses, damages, expenses or liabilities arising from any
action or failure to act with respect to this Agreement, except in the case of
willful misconduct by the Plan Administrator or any of its members.


 


8.5           Company
Information.  To enable the Plan
Administrator to perform its functions, the Company shall supply full and
timely information to the Plan Administrator on all matters relating to the
date and circum­stances of the retirement, Disability, death, or Separation
from Service of the Executive, and such other pertinent information as the Plan
Administrator may reasonably require.


 


8.6           Annual
Statement. The Plan Administrator shall provide to the Executive, within
120 days after the end of each Plan Year, a statement setting forth the
benefits payable under this Agreement.


 


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Article 9


Miscellaneous


 


9.1           Binding Effect.  This Agreement shall bind the Executive and
the Company, and their beneficiaries, survivors, executors, successors,
administrators and transferees.


 


9.2           No Guarantee of Employment.  This Agreement is not an employment policy or
contract. It does not give the Executive the right to remain an employee of the
Company, nor does it interfere with the Company’s right to discharge the
Executive.  It also does not require the
Executive to remain an employee nor interfere with the Executive’s right to
terminate employment at any time.


 


9.3           Non-Transferability.
Benefits under this Agreement cannot be sold, transferred, assigned, pledged,
attached or encumbered in any manner.


 


9.4           Tax
Withholding.  The Company shall withhold any taxes that are
required to be withheld, including but not limited to taxes owed under Section
409A of the Code and regulations thereunder, from the benefits provided under
this Agreement.  Executive acknowledges
that the Company’s sole liability regarding taxes is to forward any amounts
withheld to the appropriate taxing authority(ies).  Further, the Company shall satisfy all
applicable reporting requirements, including those under Section 409A of the
Code and regulations thereunder.


 


9.5           Applicable
Law.  The Agreement and all
rights hereunder shall be governed by the laws of the State of GEORGIA, except
to the extent preempted by the laws of the United States of America.


 


9.6           Unfunded
Arrangement.  The Executive
and Beneficiary are general unsecured creditors of the Company for the payment
of benefits under this Agreement.  The
benefits represent the mere promise by the Company to pay such benefits.  The rights to benefits are not subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment, or garnishment by creditors.  Any insurance on the Executive’s life is a
general asset of the Company to which the Executive and Beneficiary have no
preferred or secured claim.


 


9.7           Reorganization.  The Company shall
not merge or consolidate into or with another company, or reorganize, or sell
substantially all of its assets to another company, firm, or person unless such
succeeding or continuing company, firm, or person agrees to assume and
discharge the obligations of the Company under this Agreement.  Upon the occurrence of such event, the term
“Company” as used in this Agreement shall be deemed to refer to the successor
or survivor company.


 


9.8           Entire
Agreement.  This Agreement
constitutes the entire agreement between the Company and the Executive as to
the subject matter hereof.  No rights are
granted to the Executive by virtue of this Agreement other than those
specifically set forth herein.


 


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9.9           Interpretation.  Wherever
the fulfillment of the intent and purpose of this Agreement requires, and the
context will permit, the use of the masculine gender includes the feminine and
use of the singular includes the plural.


 


9.10         Alternative
Action.  In the event it shall
become impossible for the Company or the Plan Administrator to perform any act
required by this Agreement, the Company or Plan Administrator may in its
discretion perform such alternative act as most nearly carries out the intent
and purpose of this Agreement and is in the best interests of the Company.


 


9.11         Headings.  Article and section
headings are for convenient reference only and shall not control or affect the
meaning or construction of any of its provisions.


 


9.12         Validity.  In case any provision of this Agreement shall
be illegal or invalid for any reason, said illegality or invalidity shall not
affect the remaining parts hereof, but this Agreement shall be construed and
enforced as if such illegal and invalid provision has never been inserted
herein.


 


9.13         Notice.  Any notice or filing required or permitted to
be given to the Company or Plan Administrator under this Agreement shall be
sufficient if in writing and hand-delivered, or sent by registered or certified
mail, to the address below: 


 




	
  4077 Forsyth Road

  
	
  Macon, GA 31210

  
	
   

  






 


Such notice shall be
deemed given as of the date of delivery or, if delivery is made by mail, as of
the date shown on the postmark on the receipt for registration or
certification.


 


Any notice or filing
required or permitted to be given to the Executive under this Agreement shall
be sufficient if in writing and hand-delivered, or sent by mail, to the last
known address of the Executive.


 


9.14         Compliance with Section 409A.  This
Agreement shall at all times be administered and the provisions of this
Agreement shall be interpreted consistent with the requirements of Section 409A
of the Code and any and all regulations thereunder, including such regulations
as may be promulgated after the Effective Date of this Agreement.


 


9.15         Rescissions.  Any
modification to the terms of this Agreement that would inadvertently result in
an additional tax liability on the part of the Executive, shall have no effect
to the extent the change in the terms of the plan is rescinded by the earlier
of a date before the right is exercised (if the change grants a discretionary
right) and the last day of the calendar year during which such change occurred.


 


12

















 


IN WITNESS
WHEREOF, the Executive and a duly authorized representative of the Company have
signed this Agreement.


 


	
  EXECUTIVE:

  	
  COMPANY:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NEW
  SOUTHERN BANK

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By 

  	
   

  	
   

  
	
  CAROL W. SOTO

  	
   

  	
   

  
	
   

  	
  Title
  

  	
   

  	
   

  
							



 


13

















 


o            New
Designation


o            Change
in Designation


 


I, CAROL W. SOTO, designate the
following as beneficiary of benefits under the Agreement payable following my
death:


 


	
  Primary:

  	
   

  	
  %

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  
	
  Contingent:

  	
   

  	
  %

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  %

  



 


Notes:


•      Please PRINT
CLEARLY or TYPE the names of the beneficiaries.


•      To name a
trust as beneficiary, please provide the name of the trustee(s) and the exact
name and date of the trust agreement.


•      To name your
estate as beneficiary, please write “Estate of _[your name]_”.


•      Be aware
that none of the contingent beneficiaries will receive anything unless ALL of
the primary beneficiaries predecease you.


 


I understand that
I may change these beneficiary designations by delivering a new written
designation to the Plan Administrator, which shall be effective only upon
receipt and acknowledgment by the Plan Administrator prior to my death.  I further understand that the designations
will be automatically revoked if the beneficiary predeceases me, or, if I have
named my spouse as beneficiary and our marriage is subsequently dissolved.


 


	
  Name:

  	
  CAROL
  W. SOTO

  	
   

  	
   

  
	
   

  	
   

  
	
  Signature:

  	
   

  	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Received by the
  Plan Administrator this          day of
                                    ,
  20     

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Title: