EX-10.3



 Exhibit 10.3 





 
  
 SECOND AMENDED STOCK PURCHASE 
 AND
TRUST AGREEMENT 
 This Second Amended Stock Purchase and Trust Agreement made and entered into by and between
Ralph T. Hurley and wife, Willa Dean Hurley hereinafter referred to as (“Seller”) and Volunteer Bancorp, Inc., a corporation organized and existing under the laws of the State of Tennessee, hereinafter referred to as
(“Volunteer”). 
 WHEREAS, Seller and Volunteer entered into a Stock Purchase Agreement dated
April 13, 2006 providing for the purchase by Volunteer of all Seller’s shares of the common stock (“stock”) of Volunteer in four (4) equal annual transactions to have been concluded on or before June 1, 2009, the
(“purchase price”); and 
 WHEREAS, Seller and Volunteer entered into an Amended Stock Purchase
Agreement, (“Amended Agreement”) dated the 16th day of June, 2008 reciting and confirming that one-half (1/2) of the common stock of Seller had been purchased by Volunteer, and that the purchase of the remaining shares would be made
in two (2) equal annual transactions, the first to occur between January 1,2010 and June 1, 2010 for the purchase of 21,375 shares, and. the second equal annual transaction to occur between January 1, 2011 and June 1, 2011
for the purchase of an additional 21,375 shares, which purchase would conclude the purchase of all the shares held by Seller by Volunteer; and 
 WHEREAS, Volunteer has requested, and Seller has consented, that the remaining one-half (1/2) of the shares held by Seller, and un-purchased by Volunteer, shall be transferred from
Seller to a Trustee, which shares shall be held by said Trustee, in Trust, until the completion of all terms, covenants and obligations herein, and that the remaining purchase price to be paid by Volunteer to Seller ($940,500.00) shall be deferred
pursuant to the terms contained herein and shall constitute a binding obligation of Volunteer to Seller, all as further set forth herein; 
 NOW, THEREFORE, WITNESSETH pursuant to the covenants, promises and undertakings hereinabove and hereinafter set forth, the parties do hereby agree as follows: 

1. Seller shall, upon execution of this Agreement, transfer 42,750 shares of the common stock of Volunteer Bancorp, Inc.,
all the shares held by Seller, to William E. Phillips, as Trustee, to be held for the use and benefit of Volunteer Bancorp, Inc. under the terms and conditions as hereinafter set forth. 

2. Volunteer shall, upon receipt of the shares of common stock as set forth above by the Trustee, be obligated to pay unto
Seller the sum of $940,500.00 plus interest, from the commence date as defined herein, at the rate of five (5) percent per annum on the outstanding balance of any indebtedness owed hereunder. 







 



 
  
 3.
Payments of interest and principal shall be made in five (5) equal annual installments beginning six (6) months following the (“commence date”). The commence date is hereby defined as that date upon which The Citizens Bank of
East Tennessee (a wholly owned subsidiary of Volunteer Bancorp, Inc.) is no longer specifically precluding from making such payment by way of enhanced State or Federal oversight and regulation pursuant to a Consent Order or Memorandum of
Understanding with any State or Federal regulator. 
 4. Interest shall begin to accrue on the commencement date.

 5. Nothing herein shall prevent Volunteer from voluntarily prepaying any installment prior to the due date set
forth herein without penalty. 
 6. The Trustee named herein shall be entitled to vote the stock. 

7. Upon payment of the purchase price in full, by Volunteer to Seller, the Trust established herein shall terminate, and
the stock may be disposed of or used by Volunteer in any manner deemed appropriate by Volunteer. 
 8. In the
event of a breach of this agreement by Volunteer, Seller shall be entitled to a re-conveyance of the 42,750 shares of stock by the Trustee, and the Trust herein shall terminate, and Seller shall be entitled to the full use of said stock without
encumbrance thereon whatsoever together with any other remedy permitted by law or equity. 
 IN WITNESS WHEREOF
the parties have hereunto set their hands on this the 
 10 day of NOVEMBER 2010. 

Ralph T. Hurley 
 Witness 
 Willa Dean Hurley 

Witness 
 VOLUNTEER BANCORP, Inc. By: Reed Matney 
 Attested
by: 
  
 Title: President &
ceo 
 secretary 
  







 



 
  
 STATE OF
TENNESSEE COUNTY OF HAWKINS 
 Personally appeared before me, the undersigned Notary Public in and for said
county, the within named bargainor, RALPH T. HURLEY, with whom I am personally acquainted (or proved to me in the basis of satisfactory evidence), and who acknowledged that he executed the within instrument for the purposes therein contained.

 [GRAPHIC APPEARS HERE] 
 WITNESS my hand and official seal at office, this 2010. 
 Notary Public 
 My Commission Expires: 

STATE OF TENNESSEE COUNTY OF HAWKINS 
 Personally appeared before me, the undersigned Notary Public in and for said county, the within named bargainor, WILLA DEAN HURLEY, with whom I am personally acquainted (or proved to me in
the basis of satisfactory evidence), and who acknowledged that she executed the within instrument for the purposes therein contained. 
 2010. 
 WITNESS my hand and official seal at
office, this 10th day of November 
 My Commission Expires: 

Notary Public 







 



 
  
 STATE OF
TENNESSEE COUNTY OF HAWKINS 
 Before me, a Notary Public in and for the state and county aforesaid, personally
appeared Reed Matney , with whom I am personally acquainted (or proved to me on the basis of satisfactory evidence), and who, upon oath, acknowledged 
 himself to be the President of the VOLUNTEER BANCORP, Inc., 
 the within named bargainor, and that he, as such President, being authorized to do so, executed the foregoing instrument for the purposes therein contained. 

WITNESS my hand and official seal at office, this 24th day of 

[GRAPHIC APPEARS HERE] 
 Notary Public 
 , 2010. 

My Commission Expires: