ex10-10.htm


    
      
        

      

      Exhibit
10.10

       

    

    FORM
OF VOTING AGREEMENT

     

    August
22, 2008

    


    First
Sentry Bancshares, Inc.

    823 –
8th
Street

    Huntington,
West Virginia 25701

    


    Ladies
and Gentlemen:

    


    The
undersigned is a director or officer of Guaranty Financial Services, Inc. or
Guaranty Bank & Trust Company (collectively “Guaranty”) and is the
beneficial holder of shares of common stock of Guaranty (“Guaranty Common
Stock”).

     

    Guaranty
and First Sentry Bancshares, Inc. (“First Sentry”) are considering the execution
of an Agreement and Plan of Merger (“Agreement”) contemplating the merger of
Guaranty with and into First Sentry or a successor thereto (collectively
referred to as First Sentry), with First Sentry as the surviving corporation of
the merger (the “Merger”), such execution being subject in the case of First
Sentry to the execution and delivery of this letter agreement (“letter
agreement”). In consideration of the substantial expenses that First Sentry will
incur in connection with the transactions contemplated by the Agreement and in
order to induce First Sentry to execute the Agreement and to proceed to incur
such expenses, the undersigned agrees and undertakes, in his capacity as a
shareholder of Guaranty and not in his capacity as a director or officer of
Guaranty, as follows:

     

    
      
        	
                 
      

              	
                1.

              	
                The
      undersigned, while this letter agreement is in effect, shall vote in favor
      of the Agreement or cause to be voted in favor of the Agreement all of the
      shares of Guaranty Common Stock that the undersigned shall be entitled to
      so vote, whether such shares are beneficially owned by the undersigned on
      the date of this letter agreement or are subsequently acquired, at the
      meeting of Guaranty’s shareholders to be called and held following the
      date hereof, to consider the Agreement and the Merger.

              
	 	 	 
	 	
                2. 

              	
                The
      undersigned, while this letter agreement is in effect, agrees not to sell,
      transfer or otherwise dispose of any shares of common stock of Guaranty on
      or prior to the date of the meeting of Guaranty shareholders to vote on
      the Merger Agreement, unless the purchaser or transferee agrees to be
      bound by the terms of this letter agreement.

              
	 	 	 
	 	
                3. 

              	
                The
      undersigned acknowledges and agrees that any remedy at law for breach of
      the foregoing provisions shall be inadequate and that, in addition to any
      other relief which may be available, First Sentry shall be entitled to
      temporary and permanent injunctive relief without the necessity of proving
      actual damages.

              


         

        
          
            
            

          

          
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                4.

              	
                The
      foregoing restrictions shall not apply to shares with respect to which the
      undersigned may have voting power as a fiduciary for others. In addition,
      this letter agreement shall only apply to actions taken by the undersigned
      in his capacity as a shareholder of Guaranty and shall not in any way
      limit or affect actions the undersigned may take in his capacity as a
      director of Guaranty.

              
	 	 	 
	 	
                5. 

              	
                This
      letter agreement shall automatically terminate upon termination of the
      Agreement in accordance with its
terms.

              


      

    

     

    IN
WITNESS WHEREOF, the undersigned has executed this Agreement as of the date
first above written.

     

    
      
        
          
            	 
      	
                    Very
      truly yours,

                  	 
      
	 
      	 
      	 
      
	 
      	
                    Signature

                  	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                    Name
      (please print)

                  	 
      


          

        

      

    

     

    
      
        
          
            
              
                	
                        Accepted
      and agreed to as of

                      	 
      
	
                        the
      date first above written:

                      	 
      
	 
      	 
      	 
      
	
                        FIRST
      SENTRY BANCSHARES, INC.

                      	 
      
	 
      	 
      	 
      
	
                        By:

                      	 
      	 
      
	
                        Title:

                      	 
      	 
      


              

            

          

        

      

    


    
      
         


      

      
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    SCHEDULE

     

    The above
Form of Voting Agreement was signed by all of the Directors of Guaranty
Financial Services, Inc. and Guaranty Bank & Trust Company which consists of
the following persons: Marc A. Sprouse, Patrick L. Brown, David Fox, III, J.
Grant McGuire, Richard E. McWhorter, Edward W. Morrision, Jr., Sally C.B. Oxley,
George A. Patterson, III, Paul B. Riedel, J. Roger Smith and John Jay White.
Each Voting Agreement was countersigned by Geoffrey S. Sheils, President and
Chief Executive Officer of First Sentry Bancshares, Inc.

    
 

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